2016 Annual Report
The Age of
Intelligence
is Here.
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To Our
Shareholders:
The world has changed. This past year,
we witnessed the rise of more disruptive
products, faster product lifecycles, and
increased supply chain complexity,
regionalization, and innovation across
industries and technologies. In this highly
dynamic marketplace, fiscal 2016 was
a year of great progress and sustained
momentum for our company. Our
corporate strategy continued to deliver
exceptional results as we operationalized
our strategy, demonstrating our ability
to expand beyond our once-traditional
boundaries, and fully leverage our
Sketch-to-Scale™ offerings. traditional
In addition to delivering strong financial results,
our current business model is meeting and
exceeding our customers’ needs.
A New Name and New Opportunities
In July 2015, we dropped the “tronics” and
rebranded the Company to Flex. We did
this for various reasons, but a primary driver was
our evolution from a company that historically
serviced the electronics supply chain exclusively,
to one with the capabilities and expertise
to strategically partner with the world’s leading
brands, regardless of industry. This expansion
of our market focus was strategically timed
to take advantage of the changes that have
occurred across industries and technologies,
with the demand for embedded connectivity
and intelligence in all product categories.
Faced with the challenges of creating
intelligent, interconnected products that blur
the lines of multiple industries, with faster
time-to-market requirements in an increasingly
competitive and innovative environment,
our customers recognize our value as
a trusted par tner throughout the entire
Sketch-to-Scale process.
This represents an entirely new—and open—market
opportunity for Flex, and one that we are perfectly
suited to address. A great example of this
opportunity was the October 2015 announcement
by NIKE that it had selected Flex as its strategic
partner, “…to accelerate NIKE’s vision to bring
advanced innovation to its manufacturing
revolution and supply chain.” This announcement
also succinctly captured some key advantages of
our strategy: “Working together, NIKE and Flex will
deliver footwear innovation that enables product
to reach consumers more quickly, with customized
solutions and increased performance innovation.”
We have made significant investments
in strengthening our Sketch-to-Scale™
services over the past few years and
these investments are beginning to
show results.
We have developed a sy
approach to innovation
Advantageous Positioning
Today FLEX generates over $1 billion in revenue
interfaces, flexible technologies and
from products in 12 different industries where
miniaturization, power and batteries, security
we partner with both today’s leaders and
and computing, sensors and actuators, and
tomorrow’s disrupters, driving their technology
smart software, among others.
roadmaps. This provides us with a unique
vision and expertise across multiple industries
and technologies—a distinct advantage
in cultivating, developing, identifying, and
commercializing innovation. This in turn creates
tremendous value for our customers, through
our ability to provide Sketch-to-Scale solutions
Throughout the Sketch-to-Scale innovation
process, we bring insights, cultivate ideas, push
boundaries, accelerate innovation and lead in
design, engineering, advanced manufacturing
and forward and reverse logistics.
We believe this deep, multi-industry expertise,
for numerous industries, both within and beyond
along with our collaborative innovation and our
balanced and diversified physical infrastructure
provides an advantage that very few companies
in the world can offer.
traditional electronics.
We have developed a systematic, collaborative
approach to innovation that allows us to quickly
bring new technologies to market, regardless of
industry, by offering access to a set of diverse
and constantly-evolving common technologies
that can be applied in endless combinations
across industries. These technologies include
connectivity solutions, human/machine
stematic, collaborative
Focused Execution
Margin Expansion Initiatives
Financially, fiscal 2016 marked a period of strong
execution across multiple fronts, including steady
operating profit margin expansion, enabled by
two primary levers: portfolio evolution and our
Sketch-to-Scale service offering.
Portfolio evolution should be nothing new to
investors that have been following us closely over
the years. We’ve been documenting our journey
from a heavily consumer- and communications-
focused company to one that in fiscal 2016 saw
over 50% of our adjusted operating profits derived
from our Automotive, Health, Industrial, and
Energy businesses.*
Our Sketch-to-Scale services lead with design
and engineering expertise, and focus on
enabling customers across all industries to make
their products more connected and intelligent.
We have made significant investments in
strengthening our Sketch-to-Scale service
offerings over the past few years, and these
investments are beginning to show results.
We recently quantified these results at our
May 2016 Investor & Analyst Day, where we stated
that in fiscal 2013, Sketch-to-Scale engagements,
as a percentage of total revenue, was only
7%. In fiscal 2016, it rose to 21%. That 3x increase
is on the back of organic investments and
strategically focused M&A transactions. We
believe that percentage is poised to expand
further in the years ahead, to approximately
35% in fiscal 2020.**
The evidence that these margin expansion
initiatives are working can be seen directly in our
results. This past quarter, Q4 fiscal 2016, marked
our 10th consecutive quarter of year-over-year
adjusted operating margin expansion.*
We hit a key milestone in
fiscal 2016
our portfolio evolution in
Investment Thesis Strengthened
Portfolio Evolution Well Underway
As a Flex investor, you want to know whether
We hit a key milestone in our portfolio evolution
or not the argument for investing in Flex is more
in fiscal 2016, as more than half of our adjusted
compelling today than it was a year ago,
operating profit was generated by our
or when you made your initial investment.
Automotive, Health, Industrial, and Energy
We have consistently articulated our investment
businesses. Total sales from these businesses
thesis over the past few years, which has been
were $8.6 billion in fiscal 2016, or 35% of total—
underpinned by four key elements: 1) a structural
almost double the $4.5 billion, or 19%, from fiscal
portfolio evolution toward longer product life
2010. We are creating compelling demand in
cycles and higher margin businesses, 2) an
these areas with an increased focus on organic
expansion of our earnings power, 3) strong
investments and strategic M&A to drive improved
sustainable cash flow generation, and
performance and growth. The goal here is clear
4) consistently returning capital to shareholders.
—to steer towards a more balanced portfolio that
I can confidently say that we have meaningfully
has longer product lifecycles, more predictability,
strengthened the Flex investment thesis in
and increased earnings stability.
fiscal 2016.
Our strong free cash flow enables
our investments in new areas that
accelerate the evolution of our
business and offer higher margin
potential and differentiation.
Expansion of Earnings
Strong Sustainable Cash Flow
Power
Generation
Increased earnings stability is a great thing, but
Our strong sustainable cash flow generation
even better is meaningful earnings expansion.
remains a hallmark of FLEX. Fiscal 2016 marked
At Flex, we believe we are positioned to achieve
the 15th consecutive year Flex has produced
both. Through a successful portfolio evolution
positive cash flow from operations, as we
and a higher penetration of Sketch-to-Scale
generated over $1.1 billion. We generated $639
engagements, our profitability levels should
million in free cash flow in fiscal 2016 and remain
continue to rise. Specifically, in terms of earnings
confidently on track for our five year targeted
power, we see our future revenue growth of ~3%
goal (ending fiscal 2017) of generating $3 to $4
between now and fiscal 2020 being magnified
billion in free cash flow.*
by three times or 10% plus growth in adjusted
operating profit through improved margins.
Moreover, our adjusted EPS* should be amplified
even further to four times or 12% plus as we
continue to carefully manage our below-the-line
expenses and reduce our share count via our
stock repurchase program.**
Our strong free cash flow enables our investments
in new areas that accelerate the evolution of
our business and offer higher margin potential
and differentiation. Our acquisition spend
remains focused on strengthening capabilities
in markets that have longer product life cycles,
higher margins, and more predictable revenue
streams, providing an accelerant for our portfolio
evolution. These criteria have led us to recent
Consistently Returning Value
to Shareholders
O
Our strong levels of sustainable cash flow
Our
ong le
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consistently return value to shareholders. During
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the past six fiscal years we have used $2.5 billion
ve used
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to repurchase 335 million shares, which was
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the primary driver in reducing our net shares
rim
outstanding by roughly 33%. This has the effect
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of allowing long-term investors to realize
ta
tax-efficient accretion on their ownership stakes,
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while also facilitating the retirement of shares
hile
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that we believe are undervalued relative to
we b
our long-term earnings and free cash flow
-term
generating potential.
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strategic acquisitions such as Mirror Controls
tra
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as actuators, solar trackers, and human factors
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We continue to supplement our acquisition
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strategy with organic investments in new
org
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and differentiated supply chain solutions to
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address a variety of supply chain challenges
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and opportunities, such as improving access
ie su
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an
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skills and capabilities, and supporting and
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strengthening our innovation services strategy,
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which spearheads our
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Sketch-to-Scale
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Fiscal 2017 is Poised for Further Improvement
As we embark upon fiscal 2017, we have many opportunities to drive
our positive momentum. Both our revenue mix and our Sketch-to-Scale
penetration are poised to improve as our engagement model continues to
take hold. Our corporate strategy has never resonated more with customers
and potential customers, both inside and outside of the electronics industry,
then it does today.**
We appreciate your interest, support, and investment in our vision. We are
committed to creating shareholder value every day that we come to work,
and are confident that we will execute on our objectives. With a great
strategy and vision, clear objectives and strong execution, we will drive
continued improvement and create value for all our stakeholders for many
years to come.**
Sincerely,
Mike McNamara
Chief Executive Officer
* Adjusted operating profit dollars, adjusted operating margin, adjusted EPS, and free cash flow are non-GAAP financial measures.
A reconciliation of these non-GAAP financial measures to the most comparable GAAP measures is available on the Summary Financials
page of the Investor Relations section of our website at www.flextonics.com.
** Please see "Forward Looking Statements" on the Shareholder Information page of this Annual Report.
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FLEXTRONICS INTERNATIONAL LTD.
(Incorporated in the Republic of Singapore)
(Company Registration Number 199002645H)
To our Shareholders:
On August 24, 2016, we will hold our 2016 annual general meeting of our shareholders at our offices
located at 847 Gibraltar Drive, Milpitas, CA 95035, U.S.A. Our 2016 annual general meeting of shareholders
will begin at 9:00 a.m., Pacific time.
The matters to be voted upon at the meeting are listed in the notice that follows this letter and are described
in more detail in the accompanying proxy statement. We urge you to read the entire proxy statement carefully
before returning your proxy cards. Part I of the accompanying proxy statement provides general information
about the meeting, Part II describes the proposals to be voted upon at the 2016 annual general meeting of
shareholders and related information, and Part III provides additional information, including information about
our executive officers and their compensation.
IMPORTANT NOTE REGARDING PROXY CARDS: If you are a registered shareholder, you will
receive one proxy card for the 2016 annual general meeting. It is very important that you return the proxy card
to ensure that your vote is represented at the 2016 annual general meeting. Whether or not you plan to attend the
meeting, please complete, date and sign the enclosed proxy card and return it in the enclosed envelope as
promptly as possible so that your shares may be represented at the meeting and voted in accordance with your
wishes.
You may revoke your proxy at any time prior to the time it is voted. Shareholders who are present at the
meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and
allow their proxies to be voted.
Sincerely,
Tay Hong Chin Regina
Company Secretary
Singapore
July 11, 2016
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FLEXTRONICS INTERNATIONAL LTD.
(Incorporated in the Republic of Singapore)
(Company Registration Number 199002645H)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on August 24, 2016
To our Shareholders:
You are cordially invited to attend, and NOTICE IS HEREBY GIVEN of, the annual general meeting of
shareholders of FLEXTRONICS INTERNATIONAL LTD. (“Flex” or the “Company”), which will be held at our
offices located at 847 Gibraltar Drive, Milpitas, CA 95035, U.S.A, at 9:00 a.m., Pacific time, on August 24,
2016, for the following purposes:
•
•
•
•
•
•
•
•
To re-elect the following directors: H. Raymond Bingham and Willy C. Shih (Proposal No. 1);
To re-appoint Lawrence A. Zimmerman as a director of Flex (Proposal No. 2);
To approve the re-appointment of Deloitte & Touche LLP as our independent auditors for the 2017
fiscal year and to authorize the Board of Directors, upon the recommendation of the Audit Committee,
to fix their remuneration (Proposal No. 3);
To approve a general authorization for the Directors of Flex to allot and issue ordinary shares
(Proposal No. 4);
To hold a non-binding, advisory vote on executive compensation (Proposal No. 5);
To approve a renewal of the Share Purchase Mandate permitting Flex to purchase or otherwise acquire
its own issued ordinary shares (Proposal No. 6);
To approve the change in the Company’s name from Flextronics International Ltd. to Flex Ltd.
(Proposal No. 7); and
To approve the adoption of the Company’s new Constitution (Proposal No. 8).
The full text of the resolutions proposed for approval by our shareholders is as follows:
1.
To re-elect each of the following directors, who will retire by rotation pursuant to Article 95 of our
As Ordinary Business
existing Constitution, to the Board of Directors:
(a) Mr. H. Raymond Bingham; and
(b) Dr. Willy C. Shih.
2.
To re-appoint Lawrence A. Zimmerman, who will cease to hold office under the resolution passed at
our 2015 annual general meeting pursuant to Section 153(6) of the Singapore Companies Act, Cap. 50, which
Section 153(6) was then in force, to hold office as a director from the date of the 2016 annual general meeting.
3.
To consider and vote upon a proposal to re-appoint Deloitte & Touche LLP as our independent
auditors for the fiscal year ending March 31, 2017, and to authorize our Board of Directors, upon the
recommendation of the Audit Committee of the Board of Directors, to fix their remuneration.
ii
4.
To pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT, pursuant to the provisions of Section 161 of the Singapore Companies Act, Cap. 50,
but subject otherwise to the provisions of the Singapore Companies Act, Cap. 50 and our Constitution, authority
be and is hereby given to our Directors to:
(a)
(i)
allot and issue ordinary shares in our capital; and/or
(ii) make or grant offers, agreements or options that might or would require ordinary shares in
our capital to be allotted and issued, whether after the expiration of this authority or
otherwise (including but not limited to the creation and issuance of warrants, debentures or
other instruments convertible into ordinary shares in our capital),
at any time to and/or with such persons and upon such terms and conditions and for such
purposes as our Directors may in their absolute discretion deem fit, and with such rights or
restrictions as our Directors may think fit to impose and as are set forth in our Constitution; and
(b)
(notwithstanding that the authority conferred by this resolution may have ceased to be in force)
allot and issue ordinary shares in our capital in pursuance of any offer, agreement or option made
or granted by our Directors while this resolution was in force,
and that such authority shall continue in force until the conclusion of our next annual general meeting or
the expiration of the period within which our next annual general meeting is required by law to be held,
whichever is the earlier.”
5.
To consider and put to a non-binding, advisory vote the following non-binding, advisory resolution:
“RESOLVED THAT, the shareholders of Flex approve, on a non-binding, advisory basis, the compensation
of the Company’s named executive officers, as disclosed pursuant to Item 402 of SEC Regulation S-K, including
the Compensation Discussion and Analysis and the compensation tables and related disclosures contained in the
section of the accompanying proxy statement captioned ‘Executive Compensation’.”
This resolution is being proposed to shareholders as required pursuant to Section 14A of the U.S. Securities
Exchange Act of 1934, as amended. The shareholders’ vote on this resolution is advisory and non-binding in
nature, will have no legal effect and will not be enforceable against Flex or its Board of Directors.
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As Special Business
The full text of the resolutions proposed for approval by our shareholders is as follows:
6.
To pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT:
(a)
for the purposes of Sections 76C and 76E of the Singapore Companies Act, Cap. 50, the exercise
by our Directors of all of our powers to:
(i) purchase or otherwise acquire issued ordinary shares in the capital of the Company not
exceeding in aggregate the number of issued ordinary shares representing 20% of the total
number of issued ordinary shares outstanding as of the date of the passing of this Resolution
(excluding any ordinary shares which are held as treasury shares as at that date) at such price
or prices as may be determined by our Directors from time to time up to the maximum
purchase price described in paragraph (c) below, whether by way of:
(A) market purchases on the NASDAQ Global Select Market or any other stock exchange on
which our ordinary shares may for the time being be listed and quoted; and/or
(B) off-market purchases (if effected other than on the NASDAQ Global Select Market or,
as the case may be, any other stock exchange on which our ordinary shares may for the
time being be listed and quoted) in accordance with any equal access scheme(s) as may
be determined or formulated by our Directors as they consider fit, which scheme(s) shall
satisfy all the conditions prescribed by the Singapore Companies Act, Cap. 50,
iii
and otherwise in accordance with all other laws and regulations and rules of the NASDAQ Global
Select Market or, as the case may be, any other stock exchange on which our ordinary shares may
for the time being be listed and quoted as may be applicable, be and is hereby authorized and
approved generally and unconditionally;
(b) unless varied or revoked by our shareholders in a general meeting, the authority conferred on our
Directors pursuant to the mandate contained in paragraph (a) above may be exercised by our
Directors at any time and from time to time during the period commencing from the date of the
passing of this resolution and expiring on the earlier of:
(i)
the date on which our next annual general meeting is held; or
(ii)
the date by which our next annual general meeting is required by law to be held;
(c)
the maximum purchase price (excluding brokerage commission, applicable goods and services tax
and other related expenses) which may be paid for an ordinary share purchased or acquired by us
pursuant to the mandate contained in paragraph (a) above, shall not exceed:
(i)
(ii)
in the case of a market purchase of an ordinary share, the highest independent bid or the last
independent transaction price, whichever is higher, of our ordinary shares quoted or reported
on the NASDAQ Global Select Market or, as the case may be, any other stock exchange on
which our ordinary shares may for the time being be listed and quoted, or shall not exceed
any volume weighted average price, or other price determined under any pricing mechanism,
permitted under SEC Rule 10b-18, at the time the purchase is effected; and
in the case of an off-market purchase pursuant to an equal access scheme, 150% of the Prior
Day Close Price, which means the closing price of our ordinary shares as quoted on the
NASDAQ Global Select Market or, as the case may be, any other stock exchange on which
our ordinary shares may for the time being be listed and quoted, on the day immediately
preceding the date on which we announce our intention to make an offer for the purchase or
acquisition of our ordinary shares from holders of our ordinary shares, stating therein the
purchase price (which shall not be more than the maximum purchase price calculated on the
foregoing basis) for each ordinary share and the relevant terms of the equal access scheme
for effecting the off-market purchase; and
(d) our Directors and/or any of them be and are hereby authorized to complete and do all such acts
and things (including executing such documents as may be required) as they and/or he may
consider expedient or necessary to give effect to the transactions contemplated and/or authorized
by this resolution.”
7.
To pass the following resolution which will be proposed as a Special Resolution:
“RESOLVED THAT, subject to and contingent upon the approval of the Registrar of Companies, the name
of the Company be changed to Flex Ltd., and that the name “Flex Ltd.” be substituted for “Flextronics
International Ltd.” wherever the latter name appears in the Constitution of the Company.”
8.
To pass the following resolution which will be proposed as a Special Resolution:
“RESOLVED THAT, the document attached as Annex A to the proxy statement as attached hereto and for
the purpose of identification, subscribed to by the Chairman hereof, be and hereby is approved and adopted as
the new Constitution of the Company, in substitution for and to the exclusion of, the existing Constitution of the
Company.”
9.
To transact any other business which may properly be put before the annual general meeting.
Singapore Financial Statements. At the 2016 annual general meeting, our shareholders will have the
opportunity to discuss and ask any questions that they may have regarding our Singapore audited financial
statements for the fiscal year ended March 31, 2016, together with the directors’ statement and auditors’ report
Notes
iv
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thereon, in compliance with Singapore law. Shareholder approval of our audited financial statements is not being
sought by this proxy statement and will not be sought at the 2016 annual general meeting.
Eligibility to Vote at Annual General Meeting; Receipt of Notice. The Board of Directors has fixed the
close of business on June 27, 2016 as the record date for determining those shareholders of the Company who
will be entitled to receive copies of this notice and accompanying proxy statement. However, all shareholders of
record on August 24, 2016, the date of the 2016 annual general meeting, will be entitled to vote at the 2016
annual general meeting.
Quorum. Representation of at least 33-1/3% of all outstanding ordinary shares of the Company is required
to constitute a quorum to transact business at a general meeting of our shareholders.
Proxies. A shareholder entitled to attend and vote at the 2016 annual general meeting is entitled to appoint
a proxy to attend and vote on his or her behalf. A proxy need not also be a shareholder. Whether or not you
plan to attend the meeting, please complete, date and sign the enclosed proxy card and return it in the
enclosed envelope. A proxy card must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717 not less than 48 hours before the time appointed for holding the 2016 annual general
meeting. You may revoke your proxy at any time prior to the time it is voted. Shareholders who are present at the
meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and
allow their proxies to be voted.
Availability of Proxy Materials on the Internet. We are pleased to take advantage of Securities and
Exchange Commission rules that allow issuers to furnish proxy materials to some or all of their shareholders on
the Internet. In accordance with Singapore law, our registered shareholders (shareholders who own our ordinary
shares in their own name through our transfer agent, Computershare Investor Services, LLC) will not be able to
vote their shares over the Internet, but we will be providing this service to our beneficial holders (shareholders
whose ordinary shares are held by a brokerage firm, a bank or other nominee). We believe these rules will allow
us to provide our shareholders with the information they need, while lowering the costs of delivery and reducing
the environmental impact of our annual general meeting of shareholders.
Disclosure Regarding Share Purchase Mandate Funds. Only funds legally available for purchasing or
acquiring our issued ordinary shares in accordance with our Constitution and the applicable laws of Singapore
will be used for the purchase or acquisition by us of our own issued ordinary shares pursuant to the proposed
renewal of the Share Purchase Mandate referred to in this notice. We intend to use our internal sources of funds
and/or borrowed funds to finance the purchase or acquisition of our issued ordinary shares. The amount of
financing required for us to purchase or acquire our issued ordinary shares, and the impact on our financial
position, cannot be ascertained as of the date of this notice, as these will depend on the number of ordinary
shares purchased or acquired and the price at which such ordinary shares are purchased or acquired and whether
the ordinary shares purchased or acquired are held in treasury or cancelled. Our net tangible assets and the
consolidated net tangible assets of the Company and its subsidiaries will be reduced by the purchase price of any
ordinary shares purchased or acquired and cancelled. We do not anticipate that the purchase or acquisition of our
ordinary shares in accordance with the Share Purchase Mandate would have a material impact on our financial
condition and cash flows.
Personal Data Privacy. By submitting an instrument appointing a proxy(ies) and/or representative(s) to
attend, speak and vote at the 2016 annual general meeting and/or any adjournment thereof, a shareholder of the
Company (i) consents to the collection, use and disclosure of the shareholder’s personal data by us (or our agents
or service providers) for the purpose of the processing, administration and analysis by us (or our agents or
service providers) of proxies and representatives appointed for the 2016 annual general meeting (including any
adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents
relating to the 2016 annual general meeting (including any adjournment thereof), and in order for us (or our
agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or
guidelines (collectively, the “Purposes”), (ii) warrants that where the shareholder discloses the personal data of
the shareholder’s proxy(ies) and/or representative(s) to us (or our agents or service providers), the shareholder
has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure
by us (or our agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the
v
Purposes, and (iii) agrees that the shareholder will indemnify us in respect of any penalties, liabilities, claims,
demands, losses and damages as a result of the shareholder’s breach of warranty.
By order of the Board of Directors,
Tay Hong Chin Regina
Company Secretary
Singapore
July 11, 2016
You should read the entire proxy statement
carefully prior to returning your proxy card.
Important Notice Regarding the Availability of Proxy Materials for the 2016 Annual General Meeting of
Shareholders to Be Held on August 24, 2016. The accompanying proxy statement and our annual report to
shareholders are available on our website at http://investors.flextronics.com/investor-relations/financials/
proxy-materials.
vi
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Table of Contents
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS..........................................................ii
PROXY STATEMENT SUMMARY .....................................................................................................................ix
PROXY STATEMENT.............................................................................................................................................1
PART I—INFORMATION ABOUT THE MEETING .........................................................................................1
VOTING RIGHTS AND SOLICITATION OF PROXIES...................................................................................2
PART II—PROPOSALS TO BE CONSIDERED AT THE 2016 ANNUAL GENERAL
MEETING OF SHAREHOLDERS .......................................................................................................................3
PROPOSAL NOS. 1 AND 2: RE-ELECTION AND RE-APPOINTMENT OF DIRECTORS .......................3
CORPORATE GOVERNANCE .............................................................................................................................7
NON-MANAGEMENT DIRECTORS’ COMPENSATION FOR FISCAL YEAR 2016................................12
PROPOSAL NO. 3: RE-APPOINTMENT OF INDEPENDENT AUDITORS FOR FISCAL
YEAR 2017 AND AUTHORIZATION OF OUR BOARD TO FIX THEIR REMUNERATION ..................16
AUDIT COMMITTEE REPORT.........................................................................................................................17
PROPOSAL NO. 4: ORDINARY RESOLUTION TO AUTHORIZE ORDINARY SHARE
ISSUANCES............................................................................................................................................................19
PROPOSAL NO. 5: NON-BINDING, ADVISORY RESOLUTION ON EXECUTIVE
COMPENSATION .................................................................................................................................................21
PROPOSAL NO. 6: ORDINARY RESOLUTION TO RENEW THE SHARE
PURCHASE MANDATE.......................................................................................................................................24
PROPOSAL NO. 7: SPECIAL RESOLUTION TO APPROVE ADOPTION OF NAME
CHANGE FROM FLEXTRONICS INTERNATIONAL LTD. TO FLEX LTD..............................................28
PROPOSAL NO. 8: SPECIAL RESOLUTION TO APPROVE OF NEW CONSTITUTION ......................29
PART III—ADDITIONAL INFORMATION......................................................................................................34
EXECUTIVE OFFICERS.....................................................................................................................................34
COMPENSATION COMMITTEE REPORT.....................................................................................................35
COMPENSATION DISCUSSION AND ANALYSIS ..........................................................................................35
COMPENSATION RISK ASSESSMENT ...........................................................................................................56
EXECUTIVE COMPENSATION ........................................................................................................................57
EQUITY COMPENSATION PLAN INFORMATION ......................................................................................67
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .....................68
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ...............................................70
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ............................................71
SHAREHOLDER PROPOSALS FOR THE 2017 ANNUAL GENERAL MEETING ...................................71
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ..........................................................72
SINGAPORE STATUTORY FINANCIAL STATEMENTS ..............................................................................72
OTHER MATTERS ...............................................................................................................................................72
ANNEX A..............................................................................................................................................................A-1
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ELECTRONIC DELIVERY OF OUR SHAREHOLDER COMMUNICATIONS
We strongly encourage our shareholders to conserve natural resources, as well as significantly reduce our
printing and mailing costs, by signing up to receive your shareholder communications via e-mail. With
electronic delivery, we will notify you when the annual report and the proxy statement are available on the
Internet. Electronic delivery can also help reduce the number of bulky documents in your personal files and
eliminate duplicate mailings. To sign up for electronic delivery:
1.
2.
If you are a registered holder (that is, you hold your Flextronics ordinary shares in your own name
through our transfer agent, Computershare Investor Services, LLC), visit:
www.computershare-na.com/green to enroll. Select the Investor Centre link and then LOGIN. Select
MY PROFILE and then UPDATE your Communication preference.
If you are a beneficial holder (that is, your shares are held by a brokerage firm, a bank or other
nominee), the voting instruction form provided by most banks or brokers will contain instructions for
enrolling in electronic delivery.
Your electronic delivery enrollment will be effective until you cancel it. If you have questions about
electronic delivery, please call our Investor Relations department at (408) 576-7985.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2016
ANNUAL GENERAL MEETING OF SHAREHOLDERS
We have elected to provide access to our proxy materials to (i) our registered shareholders by mailing them
a full set of proxy materials, including a proxy card, unless the shareholder previously consented to electronic
delivery, and (ii) our beneficial holders by notifying them of the availability of our proxy materials on the
Internet. For beneficial holders and registered shareholders who previously consented to electronic delivery,
instructions on how to request a printed copy of our proxy materials may be found in the Notice of Availability
of Proxy Materials on the Internet.
viii
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FLEXTRONICS INTERNATIONAL LTD.
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not
contain all of the information that you should consider, and you should read the entire proxy statement carefully
before voting. For more complete information regarding the Company’s 2016 fiscal year performance, please
review the Company’s 2016 Annual Report.
2016 Annual General Meeting of Shareholders
Time and Date: 9:00 a.m. Pacific time, August 24, 2016
Place: 847 Gibraltar Drive, Milpitas, CA 95035, U.S.A.
Record Date: June 27, 2016
Voting: All shareholders as of the meeting date are entitled to vote. Each ordinary share is entitled to one
vote for each director nominee and one vote for each of the other proposals to be voted on.
Voting Matters at the Annual General Meeting
Board Vote Page
Proposal Number Matter Recommendation Reference
Proposal No. 1
Proposal No. 2
Proposal No. 3
Re-election of the following directors: FOR each 4
H. Raymond Bingham and Willy C. Shih Director
Nominee
Re-appointment of FOR 4
Lawrence A. Zimmerman
as a director
Re-appointment of Deloitte & FOR 16
Touche LLP as our
independent auditors for
the fiscal year ending
March 31, 2017
Proposal No. 4
General authorization to allot and FOR 19
issue ordinary shares
Proposal No. 5
Advisory vote on executive compensation FOR 21
Proposal No. 6
Proposal No. 7
Proposal No. 8
Authorization to repurchase FOR 24
ordinary shares
Special Resolution to approve FOR 28
name change
Special Resolution to approve adoption of FOR 29
new Constitution
How to Cast Your Vote
If you are a beneficial holder who holds your shares through a bank, broker or other nominee:
Vote In Person: If you choose to vote in person at the meeting, you must request a “legal proxy.” To do so,
please follow the instructions from your bank, broker or other nominee at www.proxyvote.com. You may also
request a paper copy of the materials, which will contain the appropriate instructions.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is
printed in the box marked by the arrow (located on the Notice of Availability of Proxy Materials on the Internet)
available and follow the instructions.
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Vote By Mail: You can vote by mail by returning the proxy card or, if you do not have a proxy card, by
requesting a paper copy of the materials.
If you are a registered holder who holds your shares directly through our transfer agent, Computershare
Investor Services, LLC, you may vote in person at the meeting or you may vote by returning the proxy card (or,
if you do not have a proxy card, by requesting a paper copy of the materials). In accordance with Singapore law,
our registered shareholders will not be able to vote their shares over the Internet.
Board Nominees (page 4)
The following table provides summary information about each Director nominee standing for re-election or
re-appointment to the Board.
Director Independent Committee Other Public
Name Since (Yes/No) Memberships Company Boards
H. Raymond Bingham . . . . 2005 Yes N Cypress Semiconductor
Corporation, Oracle Corporation
and TriNet Group, Inc.
Willy C. Shih . . . . . . . . . . . . 2008 Yes C —
Lawrence A. Zimmerman . . 2012 Yes A, N Delphi Automotive PLC
A = Audit Committee
C = Compensation Committee
N = Nominating and Corporate Governance Committee
Fiscal Year 2016 Highlights (page 35)
Business Overview
Headquartered in Singapore, Flex is a globally-recognized leading provider of innovative design,
engineering, manufacturing, and supply chain services and solutions that span from Sketch to scaleTM; from
conceptual sketch to full-scale production. We are a leading end-to-end supply chain solutions company that
delivers innovative design, engineering, manufacturing and logistics services to a range of industries and end-
markets, including data networking, telecom, enterprise computing and storage, industrial, capital equipment,
appliances, automation, medical, automotive, aerospace and defense, energy, mobile, computing and other
product categories. We design, build, ship and service complete packaged consumer electronic and industrial
products for original equipment manufacturers (“OEMs”) through our activities in the following segments:
•
•
•
•
High Reliability Solutions (“HRS”), which is comprised of our medical business including consumer
health, digital health, disposables, drug delivery, diagnostics, life sciences and imaging equipment; our
automotive business, including vehicle electronics, connectivity, and clean technologies; and our
defense and aerospace businesses, focused on commercial aviation, defense and military;
Consumer Technologies Group (“CTG”), which includes our mobile devices business, including smart
phones; our consumer electronics business, including connected living, wearable electronics including
digital sport, game consoles, and connectivity devices; and our high-volume computing business,
including various supply chain solutions for notebook personal computing (“PC”), tablets, and
printers; in addition, our CTG group is expanding its business relationships to include supply chain
optimization for non-electronics products such as shoes and clothing;
Industrial and Emerging Industries (“IEI”), which is comprised of semiconductor and capital
equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks,
energy and metering, and lighting; and
Communications & Enterprise Compute (“CEC”), formerly referred to as Integrated Network
Solutions, 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 networks;
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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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.
Business Transformation and Performance Highlights
In fiscal year 2016, we continued to reorganize and rebalance our business portfolio in order to align with
our customers’ needs and requirements in an effort to optimize operating results. In particular, we continued to
move our long- term portfolio towards a mix of businesses which possess longer product life cycles and higher
margins, such as our IEI and HRS businesses. Concurrently, we are also shifting away from customer solutions
that have more short-term volatility and lower margins. This business transformation positions us to meet
specific customers’ supply chain solutions needs across all of the markets we serve, yield margin improvement,
earn a return on our invested capital above the weighted-average cost of that capital, and take advantage of the
long-term, future growth prospects for outsourcing of advanced manufacturing capabilities, design and
engineering services, and after-market services. Another aspect of our business transformation strategy has been
to make targeted investments in technologies and businesses that are complementary to our core business but
that represent high growth opportunities with attractive profit margins. The shift away from certain parts of our
business limited our short-term top-line growth and created negative year-over-year comparisons on some
financial metrics, though it places us in a better position to capitalize on long-term revenue growth and enhanced
returns on investment and cash flow.
We delivered solid results in fiscal year 2016 in the face of significant external and internal challenges,
though final performance was somewhat below our targeted objectives. Several macro-economic factors such as
ongoing growth challenges in Europe, a slowdown in Chinese growth, and a high degree of uncertainty about
interest rate and stimulus policies acted as a brake on overall global manufacturing activity and created volatility
in global stock prices. Internally, we continued on our business transformation journey during fiscal year 2016
through which we are reorganizing and rebalancing our business portfolio. As a result of an improved cost
structure and our strategic business transformation, we delivered solid operating results in fiscal year 2016 and
executed on key strategic priorities, including acquisitions of NEXTracker, Mirrors Controls International and
Wink to expand our innovative offerings, though some results represent year-over-year declines due to our
business transformation activities. Highlights include:
•
•
Gross profit totaled $1.6 billion, an increase of 4.1% compared to the prior year.
Gross margin increased to 6.6% of net sales in fiscal year 2016, compared with 5.9% of net sales in
fiscal year 2015.
• We generated operating cash flows of $1.1 billion during the year. The strong cash flow generated
from our operations enabled us to return value to shareholders with the repurchase of $420.3 million
of our shares paid in fiscal year 2016.
• We maintained strong sustainable free cash flow.
• We had some less favorable year-over-year financial result comparisons due to our business
transformation, though these actions are positioning the company for enhanced future results.
• We reported net sales of $24.4 billion, a decrease of 6.6% compared to the prior year.
•
Diluted earnings per share for the year were $0.79, a decrease of 22.5%.
With the results noted above, our stock price declined 4.9% from $12.68 at the end of fiscal year 2015 to
$12.06 at the end of fiscal year 2016. While we are disappointed in the overall decrease in absolute value, we
believe we have delivered solid long-term shareholder value creation despite the challenging business
environment during fiscal year 2016. Flex’s total shareholder return (TSR) from fiscal year 2014 through the end
of fiscal year 2016 (3-year return) was an annualized 22.0%, or above the 80th percentile of our peer group. This
represents an annualized return that is nearly 10% ahead of the S&P 500 over the same period, demonstrating
strong absolute and relative shareholder value creation over a multi-year time period.
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Executive Compensation Highlights (page 36)
Pay and Performance Alignment For Fiscal Year 2016
As noted above, we delivered solid operating and shareholder results during fiscal year 2016, though final
performance was somewhat below our targeted levels. Our compensation philosophy is to reward above-target
performance when achieved, and pay zero or below target when favorable results are not delivered. In line with
our fiscal year 2016 performance, our named executive officers (NEOs) earned short-term incentive awards that
recognize our solid financial performance, as well as the fact that we did not fully achieve our targeted
performance goals. Highlights include the following:
• Maintained the CEO’s base salary with no increase, positioned approximately at the peer median.
•
•
•
•
•
•
Provided modest base salary increases to other NEOs, though overall salary positioning continued to
be approximately at our peer group median.
The CEO earned a below-target short-term incentive payout of 81.3% of target, and the average
payouts for our other NEOs were also below the targeted level at 92.6% of target.
Paid out the long-term performance share unit cycles during fiscal year 2016 at 138% and 129% of
target in May 2015 and June 2015, respectively, based upon results that were above target over the
multi-year performance cycle from fiscal year 2012 through fiscal year 2016.
Funded our named executive officers’ deferred compensation plans with a value that averaged about
37.5% of our named executive officers’ respective base salaries based on fiscal year 2015 results.
Continued to use fiscal year 2016 long-term incentive grants that balance relative TSR performance
share units (PSUs) with a long-term incentive plan (LTIP) that measures cumulative free cash flow
(FCF) over a multi-year period (from fiscal year 2016 through fiscal year 2018).
Elementum: Granted modest profits interests unit value awards to certain executives who have been
making significant contributions to the Elementum business.
xii
FLEXTRONICS INTERNATIONAL LTD.
PROXY STATEMENT
FOR THE 2016 ANNUAL GENERAL MEETING OF
SHAREHOLDERS
To Be Held on August 24, 2016
9:00 a.m. (Pacific time)
Annual general meeting to be held at our offices
847 Gibraltar Drive
Milpitas, CA 95035, U.S.A.
PART I—INFORMATION ABOUT THE MEETING
We are furnishing this proxy statement in connection with the solicitation by our Board of Directors of
proxies to be voted at the 2016 annual general meeting of our shareholders, or at any adjournments thereof, for
the purposes set forth in the notice of annual general meeting that accompanies this proxy statement. Unless the
context requires otherwise, references in this proxy statement to “Flex,” “the Company,” “we,” “us,” “our” and
similar terms mean Flextronics International Ltd. and its subsidiaries.
Proxy Mailing. This proxy statement and the enclosed proxy card were first mailed on or about July 11,
2016 to shareholders of record as of June 27, 2016.
Costs of Solicitation. The entire cost of soliciting proxies will be borne by us. Following the original
mailing of the proxies and other soliciting materials, our directors, officers and employees may also solicit
proxies by mail, telephone, e-mail, fax or in person. These directors, officers and employees will not receive
additional compensation for those activities, but they may be reimbursed for any reasonable out-of-pocket
expenses. Following the original mailing of the proxies and other soliciting materials, we will request that
brokers, custodians, nominees and other record holders of our ordinary shares forward copies of the proxy and
other soliciting materials to persons for whom they hold ordinary shares and request authority for the exercise of
proxies. In these cases, we will reimburse such holders for their reasonable expenses if they ask that we do so.
We have retained Georgeson Inc., an independent proxy solicitation firm, to assist in soliciting proxies at an
estimated fee of $12,000, plus reimbursement of reasonable expenses.
Registered Office. The mailing address of our registered office is No. 2 Changi South Lane, Singapore 486123.
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VOTING RIGHTS AND SOLICITATION OF PROXIES
The close of business on June 27, 2016 is the record date for shareholders entitled to notice of our 2016
annual general meeting. All of the ordinary shares issued and outstanding on August 24, 2016, the date of the
annual general meeting, are entitled to be voted at the annual general meeting, and shareholders of record on
August 24, 2016 and entitled to vote at such meeting will, on a poll, have one vote for each ordinary share so
held on the matters to be voted upon. As of June 27, 2016, we had 546,324,035 ordinary shares issued and
outstanding.
Proxies. Ordinary shares represented by proxies in the form accompanying this proxy statement that are
properly executed and returned to us will be voted at the 2016 annual general meeting in accordance with our
shareholders’ instructions.
If your ordinary shares are held through a broker, a bank, or other nominee, which is sometimes referred to
as holding shares in “street name,” you have the right to instruct your broker, bank or other nominee on how to
vote the shares in your account. Your broker, bank or other nominee will send you a voting instruction form for
you to use to direct how your shares should be voted.
Quorum and Required Vote. Representation at the 2016 annual general meeting of at least 33-1/3% of all of
our issued and outstanding ordinary shares is required to constitute a quorum to transact business at the annual
general meeting.
• The affirmative vote by a show of hands of at least a majority of the shareholders present and voting, or,
if a poll is demanded by the chair or by holders of at least 10% of the total number of our paid-up shares
in accordance with our Constitution, a simple majority of the shares voting, is required at the 2016
annual general meeting, to re-elect the directors nominated pursuant to Proposal No. 1, to re-appoint the
director nominated pursuant to Proposal No. 2, to re-appoint Deloitte & Touche LLP as our independent
auditors pursuant to Proposal No. 3, to approve the ordinary resolution to allot and issue ordinary shares
contained in Proposal No. 4, to approve the non-binding, advisory resolution contained in Proposal No. 5,
and to approve the ordinary resolution to renew the Share Purchase Mandate contained in Proposal No. 6.
• The affirmative vote by a show of hands of at least three-fourths of the shareholders present and voting,
or, if a poll is demanded in the manner previously described, at least three-fourths of the shares voting at
the 2016 annual general meeting, is required to approve the change of our name from Flextronics
International Ltd. to Flex Ltd. pursuant to Proposal No. 7, and to approve and adopt our new Constitution
pursuant to Proposal No. 8.
• Consistent with the Company’s historical practice, the chair of the 2016 annual general meeting will
demand a poll in order to enable the ordinary shares represented in person or by proxy to be counted for
voting purposes.
Under the Companies Act (Chapter 50) of Singapore, which we refer to as the “Singapore Companies Act”
or the “Companies Act,” and our Constitution, the shareholders may by passing an ordinary resolution requiring
the simple majority of affirmative votes of shareholders present and voting at an annual general meeting, remove
an incumbent director and appoint another person as director to replace the removed director.
Abstentions and Broker Non-Votes. Abstentions and “broker non-votes” are considered present and entitled
to vote at the 2016 annual general meeting for purposes of determining a quorum. A “broker non-vote” occurs
when a broker, a bank or other nominee who holds shares for a beneficial owner does not vote on a particular
proposal because the broker, bank or other nominee has not received directions from the beneficial owner and
does not have discretionary power to vote on that particular proposal. If a broker, bank or other nominee
indicates on the proxy card that it does not have discretionary authority to vote as to a particular matter, those
shares, along with any abstentions, will not be counted in the tabulation of the votes cast on the proposal being
presented to shareholders.
If you are a beneficial owner, your broker, bank or other nominee has authority to vote your shares for or
against the re-appointment of our independent auditors and for or against the approval of the general
authorization for our directors to allot and issue ordinary shares, even if the broker does not receive voting
instructions from you. Your broker, bank or other nominee, however, does not have the discretion to vote your
shares on any other proposals included in this proxy statement without receiving voting instructions from you. It
is very important that you instruct your broker, bank or other nominee how to vote on these proposals. If
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you do not complete the voting instructions, your shares will not be considered in the election of directors or any
other proposal included in this proxy statement other than the re-appointment of our independent auditors and
the approval of the general authorization for our directors to allot and issue ordinary shares.
If you are a registered shareholder, in the absence of contrary instructions, shares represented by
proxies submitted by you will be voted at the 2016 annual general meeting: “FOR” the Board nominees in
Proposal Nos. 1 and 2; and “FOR” Proposal Nos. 3 through 8. Our management does not know of any
matters to be presented at the 2016 annual general meeting other than those set forth in this proxy statement and
in the notice accompanying this proxy statement. If other matters should properly be put before the meeting, the
proxy holders will vote on such matters in accordance with their best judgment.
Any shareholder of record has the right to revoke his or her proxy at any time prior to voting at the 2016
annual general meeting by:
• submitting a subsequently dated proxy; or
• by attending the meeting and voting in person.
If you are a beneficial holder who holds your ordinary shares through a broker, a bank or other nominee
and you wish to change or revoke your voting instructions, you will need to contact the broker, the bank or other
nominee who holds your shares and follow their instructions. If you are a beneficial holder and not the
shareholder of record, you may not vote your shares in person at the 2016 annual general meeting unless you
obtain a legal proxy from the record holder giving you the right to vote the shares.
Singapore Financial Statements; Monetary Amounts. We have prepared, in accordance with Singapore law,
Singapore statutory financial statements, which are included with the annual report which will be delivered to
our shareholders prior to the date of the 2016 annual general meeting. Except as otherwise stated herein, all
monetary amounts in this proxy statement have been presented in U.S. dollars.
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PART II—PROPOSALS TO BE CONSIDERED AT THE
2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS
PROPOSAL NOS. 1 AND 2:
RE-ELECTION AND RE-APPOINTMENT OF DIRECTORS
Article 95 of our existing Constitution requires that at each annual general meeting one-third of the
directors (or, if their number is not a multiple of three, then the number nearest to but not more than one-third of
the directors), are required to retire from office. The directors required to retire in each year are those who have
been in office the longest since their last re-election or appointment. As between persons who became or were
last re-elected directors on the same day, those required to retire are (unless they otherwise agree among
themselves) determined by lot. Under Article 91 of our existing Constitution, any director holding office as a
Chief Executive Officer shall not be subject to retirement by rotation, unless the Board of Directors determines
otherwise, or be taken into account in determining the number of directors required to retire by rotation. As a
result, Mr. McNamara, our Chief Executive Officer and also being one of our directors, is not subject to
retirement by rotation or taken into account in determining the number of directors required to retire by rotation.
Under Article 101 of our existing Constitution, any director appointed by the Board to fill a vacancy or as an
additional director shall not be taken into account in determining the number of directors required to retire by
rotation. No directors were appointed as additional directors or appointed to fill a vacancy since our 2015 annual
general meeting.
Retiring directors are eligible for re-election. Mr. H. Raymond Bingham and Dr. Willy C. Shih are the
members of our Board of Directors who will retire by rotation at our 2016 annual general meeting. Mr. Bingham
and Dr. Shih are each eligible for re-election and have been nominated to stand for re-election at the 2016 annual
general meeting. If either nominee fails to receive the affirmative vote of a majority of the shares present and
voting on the resolution to approve his re-election (that is, if the number of shares voted “FOR” the director
nominee does not exceed the number of votes cast “AGAINST” that nominee), he will not be re-elected to the
Board and the number of incumbent Directors comprising the Board of Directors will be reduced accordingly.
Abstentions, if any, will have no effect.
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Under Section 153(6) of the Companies Act which was in force during our 2015 annual general meeting, a
person of or over the age of 70 years could be appointed or re-appointed as a director of a public company and
could only hold office until the next annual general meeting. Mr. Lawrence A. Zimmerman, who reached the age
of 70 years prior to the date of the 2015 annual general meeting, was re-appointed as a director of the Company
at the 2015 annual general meeting pursuant to Section 153(6) of the Companies Act (which was then in force).
Mr. Zimmerman will cease to hold office at the 2016 annual general meeting unless re-appointed by our
shareholders. Mr. Zimmerman is eligible for re-appointment and will be seeking re-appointment as a director of
the Company at the 2016 annual general meeting without limitation in tenure, save for prevailing laws,
applicable listing rules and the Company’s existing Constitution.
The proxy holders intend to vote all proxies received by them in the accompanying form of proxy card for
the nominees for directors listed below under “Nominees to our Board of Directors.” In the event that any
nominee is unable or declines to serve as a director at the time of the 2016 annual general meeting, the proxies
will be voted for any nominee who shall be designated by the present Board of Directors of the Company, in
accordance with Article 100 of our existing Constitution, to fill the vacancy.
As of the date of this proxy statement, our Board of Directors is not aware of any nominee who is unable or
will decline to serve as a director.
Qualifications of Directors and Nominees
Our Nominating and Corporate Governance Committee is responsible for assessing the composition and
performance of the Board of Directors and Committees of the Board of Directors and for recruiting, evaluating
and recommending candidates to be presented for appointment or election to serve as members of the Board of
Directors. In evaluating our Board of Directors, our Nominating and Corporate Governance Committee has
considered that our directors, including our nominees for election as directors, have experience as officers,
directors and private equity investors of large, complex technology companies. In these positions, they have also
gained experience in core management skills that are important to their service on our Board of Directors, such
as international business, supply chain management, strategic and financial planning, compliance, risk
management, intellectual property matters and leadership development. Our directors also have experience
serving on the boards of directors and board committees of other public companies, which provides them with
an understanding of current corporate governance practices and trends and executive compensation matters. Our
Nominating and Corporate Governance Committee also believes that our directors have other key attributes that
are important to an effective board, including the highest professional and personal ethics and values, a broad
diversity of business experience and expertise, an understanding of our business and industry, a high level of
education, broad-based business acumen, and the ability to think strategically.
In addition to the qualifications described above, the Nominating and Corporate Governance Committee
also considered the specific experience described in the biographical details that follow in determining whether
each individual nominee or director should serve on our Board of Directors.
The following biographical details for the nominees to our Board of Directors and our directors not
standing for re-election are as of June 27, 2016.
Nominees to our Board of Directors
H. Raymond Bingham (age 70)—Mr. Bingham has served as our non-executive Chairman of the Board
since January 2008 and as a member of our Board of Directors since October 2005. He is an Advisory Director
of Riverwood Capital Management, LP, a private equity firm that invests in high growth technology companies
in need of financial and intellectual capital on a global scale. Previously, he was an Advisory Director of General
Atlantic LLC, from 2011 to 2015, and from 2006 to 2010 was a Managing Director. Prior to that, Mr. Bingham
served in various positions with Cadence Design Systems, Inc., a supplier of electronic design automation
software and services, from 1997 through 2005, most recently as its Executive Chairman from May 2004 to
July 2005, director from November 1997 to April 2004, President and Chief Executive Officer from April 1999
to May 2004, and Executive Vice President and Chief Financial Officer from April 1993 to April 1999.
Mr. Bingham serves on the board of directors of Oracle Corporation and as chairman of the board of Cypress
Semiconductor Corporation and of the board of TriNet Group, Inc. Mr. Bingham previously served on the boards
of Dice Holdings, Inc., Fusion-io, Inc. and Spansion, Inc. In 2009, Mr. Bingham was awarded the Outstanding
Directors Award by the Financial Times and the Outstanding Directors Exchange. He helped found and serves as
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a director of the Silicon Valley Educational Foundation and is a board member of the National Parks
Conservation Association. In 2015, Mr. Bingham became a trustee of the United States Olympic Committee.
Mr. Bingham’s distinguished career and his extensive executive leadership experience, serving as a chief
executive officer, chief financial officer and director of large international corporations provides the Board with
the critical perspective of someone familiar with all facets of an international enterprise.
Willy C. Shih, Ph.D. (age 65)—Dr. Shih has served as a member of our Board of Directors since
January 2008. Dr. Shih is currently a Professor of Management Practice at the Harvard Business School, a
position he has held since January 2007. Dr. Shih’s broad industry career experience includes significant
accomplishments for globally recognized organizations such as Kodak, IBM, Silicon Graphics and Thomson.
From August 2005 to September 2006, Dr. Shih served as Executive Vice President of Thomson, a provider of
digital video technologies. He was an intellectual property consultant from February to August 2005, and from
1997 to 2005 served as Senior Vice President of Eastman Kodak Company. Dr. Shih holds a Ph.D. in Chemistry
from the University of California, Berkeley and S.B. degrees in Chemistry and Life Sciences from the
Massachusetts Institute of Technology. Dr. Shih previously served on the board of directors of Atheros
Communications, Inc.
Dr. Shih’s broad experience in the technology industry and with international corporations, as well as his
current role at a premier educational institution, provide the Board with key perspectives relating to the
Company’s operations and ongoing initiatives. In addition, Dr. Shih’s experience in teaching and consulting
provide him with significant insight into strategic alternatives that are available to technology companies.
Lawrence A. Zimmerman (age 73)—Mr. Zimmerman has served as a member of our Board of Directors
since October 2012. Mr. Zimmerman has extensive experience in corporate finance and accounting, having
previously served at Xerox Corporation as Vice Chairman and Chief Financial Officer from 2009 to 2011 and as
Executive Vice President and Chief Financial Officer from 2002 to 2009. Prior to that, he spent 32 years with
IBM, holding various senior finance positions, including Corporate Controller. Mr. Zimmerman currently serves
as a director of Delphi Automotive PLC, and previously served as a director of Stanley Black & Decker, Inc.
from 2005 to 2011, Brunswick Corporation from 2006 to 2015 and Computer Sciences Corporation from 2012
to 2014.
Mr. Zimmerman’s distinguished career and his extensive experience in corporate finance and accounting,
serving as a chief financial officer and corporate controller of large international corporations, provides the
Board with the critical perspective of someone familiar with all facets of corporate finance and accounting.
Directors Not Standing for Re-election
Michael D. Capellas (age 61)—Mr. Capellas has served as a member of our Board of Directors since
March 2014. He has served as Principal at Capellas Strategic Partners since June 2013. He served as the
Chairman of the Board of VCE Company, LLC (“VCE”) from January 2011 until November 2012 and as VCE’s
Chief Executive Officer from May 2010 to September 2011. VCE is a joint venture between EMC Corporation
and Cisco with investments from VMware, Inc. and Intel Corporation. Mr. Capellas was the Chairman and Chief
Executive Officer of First Data Corporation from September 2007 to March 2010. From October 2006 to
July 2007, Mr. Capellas served as a Senior Advisor at Silver Lake Partners. From November 2002 to
January 2006, he served as Chief Executive Officer of MCI, Inc. (“MCI”), previously WorldCom, Inc. From
March 2004 to January 2006, he also served as that company’s President. From November 2002 to March 2004,
he was also Chairman of the Board of WorldCom, and he continued to serve as a member of the board of
directors of MCI until January 2006. Mr. Capellas left MCI as planned in early January 2006 upon its
acquisition by Verizon Communications Inc. Previously, Mr. Capellas was President of Hewlett-Packard
Company from May 2002 to November 2002. Before the merger of Hewlett-Packard and Compaq Computer
Corporation in May 2002, Mr. Capellas held various positions including President and Chief Executive Officer
of Compaq, a position he had held since July 1999, and Chairman of the Board of Compaq, a position he had
held since September 2000. Mr. Capellas held earlier positions as Chief Information Officer and Chief Operating
Officer of Compaq. Mr. Capellas currently serves as a director of Cisco Systems, Inc and Mulesoft.
Mr. Capellas brings experience in executive roles and a background of leading global organizations in the
technology industry. Through this experience, he has developed expertise in several valued areas including
strategic product development, business development, and finance.
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Michael M. McNamara (age 59)—Mr. McNamara has served as a member of our Board of Directors since
October 2005, and as our Chief Executive Officer since January 1, 2006. Prior to his appointment as Chief
Executive Officer, Mr. McNamara served as our Chief Operating Officer from January 2002 until January 2006,
as President, Americas Operations from April 1997 through December 2001, and as Vice President, North
American Operations from April 1994 to April 1997. Mr. McNamara also serves on the board of Workday, Inc.
and is on the Advisory Board of Tsinghua University School of Economics and Management. Mr. McNamara
previously served on the boards of Delphi Automotive LLP and MEMC Electronic Materials, Inc.
Mr. McNamara’s long service with the Company, extensive leadership and management experience in
international operations and his service on other public company boards provide invaluable perspective to the
Board. In addition, as the only management representative on our Board, Mr. McNamara provides management
perspective in Board discussions about the business and strategic direction of the Company.
Marc A. Onetto (age 65)—Mr. Onetto has served as a member of our Board of Directors since January 8,
2014. Since 2013, Mr. Onetto has provided executive leadership consulting through his company “Leadership
from the Mind and the Heart LLC.” Mr. Onetto was the Senior Vice President of Worldwide Operations and
Customer Service for Amazon.com from 2006 to 2013. Previously, Mr. Onetto was Executive Vice President of
Worldwide Operations for Solectron Corporation, which was acquired by Flex in 2007, from June 2003 to
June 2006. He joined Solectron after a 15-year career with General Electric where his last position was Vice
President of GE Corporate’s European operations. From 1992 to 2002, Mr. Onetto held several senior leadership
positions at GE Medical Systems as head of its global supply chain and operations, global quality, and global
Component Division. Prior to GE, Mr. Onetto served 12 years with Exxon Corporation in supply operations,
information systems and finance. Mr. Onetto also serves on the board of Essilor International and on the
Business Board of Advisors of the Tepper School of Business at Carnegie-Mellon University.
Mr. Onetto is a seasoned supply chain expert and pioneer and has extensive experience as an officer of
large, complex technology companies. This experience and his significant understanding of the Company’s
business and industry enable him to bring valuable insight to the Board in these areas.
Daniel H. Schulman (age 58)—Mr. Schulman has served as a member of our Board of Directors since
June 2009. Since September 2014, Mr. Schulman has served as the President and CEO of PayPal, Inc., a
subsidiary of eBay, Inc. Previously, Mr. Schulman served as group president of the Enterprise Growth Group at
American Express. Prior to that, Mr. Schulman served as the President of Sprint’s Prepaid Group from
November 2009 and, from 2001, was Chief Executive Officer and Director for Virgin Mobile USA, a wireless
service provider. Mr. Schulman also served as the President, and then Chief Executive Officer, of Priceline.com
from June 1999 to May 2001. Prior to joining Priceline, Mr. Schulman served more than 18 years at AT&T.
Mr. Schulman is Chairman of the board of directors of Symantec Corporation and a member of its compensation
and nominating and governance committees. Mr. Schulman also served on the board of governors of Rutgers
University and currently is a board member of Autism Speaks.
Mr. Schulman has extensive senior management experience as a chief executive officer and governance
expertise as a director, and he possesses the knowledge and expertise necessary to contribute an important
viewpoint on a wide variety of governance and operational issues. Mr. Schulman’s experience in the wireless and
telecommunications sectors is particularly valuable to us as we continually enhance the competitive positioning
of our segment offerings, such as those in infrastructure and mobile.
Lay Koon Tan (age 57)—Mr. Tan has served as a member of our Board of Directors since March 2012. He
previously served as the President and Chief Executive Officer and a member of the Board of Directors of STATS
ChipPAC Ltd. from August 2004 to November 2015 and of its predecessor, ST Assembly Test Services Ltd.,
since June 2002. Mr. Tan joined ST Assembly Test Services Ltd. in May 2000 as its Chief Financial Officer, and
in August 2004, he led the formation of STATS ChipPAC Ltd. with the acquisition of ChipPAC, Inc., becoming
the combined company’s founding President and Chief Executive Officer. Prior to joining ST Assembly Test
Services Ltd., Mr. Tan was an investment banker with Salomon Smith Barney, the global investment banking unit
of Citigroup Inc. Before that, he held various senior positions in government and financial institutions in
Singapore. Mr. Tan graduated with a Bachelor of Engineering (First Class Honors) from the University of
Adelaide, Australia as a Colombo Plan Scholar. He also has a Master of Business Administration (Distinction)
from the Wharton School, University of Pennsylvania where he was elected a Palmer scholar.
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Mr. Tan’s extensive background in financial and investment matters provides a critical perspective to the
Board in these areas, and his executive leadership experience, serving as a chief executive officer and chief
financial officer of large international technology-related corporations, enables him to provide the Board with
invaluable operational insight.
William D. Watkins (age 63)—Mr. Watkins has served as a member of our Board of Directors since
April 2009. Mr. Watkins was appointed Chief Executive Officer of Imergy Power Systems, Inc., a leading
innovator in cost-effective energy storage products in September 2013 and appointed Chairman of the Board in
January 2015. He previously served as Chairman of the Board of Bridgelux, Inc. from February 2013 to
December 2013 and as its Chief Executive Officer from January 2010 to February 2013. He previously served as
Seagate Technology’s Chief Executive Officer from 2004 through January 2009, and as Seagate’s President and
Chief Operating Officer from 2000 until 2004. During that time, he was responsible for Seagate’s hard disc drive
operations, including recording heads, media and other components, and related R&D and product development
organizations. Mr. Watkins joined Seagate in 1996 with the company’s merger with Conner Peripherals.
Mr. Watkins currently serves on the board of directors of Maxim Integrated Products, Inc.
Mr. Watkins’s operational expertise and broad experience in the technology industry and with international
corporations, particularly with product development companies, provides critical insight and perspective relating
to the Company’s customer base.
The Board recommends a vote “FOR”
(i) the re-election of each of Mr. H Raymond Bingham and Dr. Willy C. Shih and
(ii) for the re-appointment of Mr. Lawrence A. Zimmerman
to our Board of Directors.
CORPORATE GOVERNANCE
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and
employees (including our principal executive officer, our principal financial officer and our principal accounting
officer). The Code of Business Conduct and Ethics is available on the Corporate Governance page of the
Investor Relations section of our website at www.flextronics.com. In accordance with SEC rules, we intend to
disclose on the Corporate Governance page of our website any amendment (other than technical, administrative
or other non-substantive amendments) to, or any material waiver from, a provision of the Code of Business
Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal
accounting officer, controller or persons performing similar functions.
Shareholder Communications with our Board of Directors
Our shareholders may communicate with our Board of Directors by sending an e-mail to
Board@flextronics.com. All e-mails received will be sent to the Chairman of the Board and our Chief Financial
Officer and/or Senior Vice President, Finance. The e-mail correspondence is regularly reviewed and summaries
are provided to the full Board.
Board of Directors
Our Constitution gives our Board of Directors general powers to manage our business. The Board oversees
and provides policy guidance on our strategic and business planning processes, oversees the conduct of our
business by senior management and is principally responsible for the succession planning for our key executives,
including our Chief Executive Officer.
Our Board of Directors held a total of ten meetings during fiscal year 2016. During the period for which
each current director was a director or a committee member, each director attended at least 75% of the aggregate
of the total number of meetings of our Board in fiscal year 2016 together with the total number of meetings held
by all committees of our Board on which he served. During fiscal year 2016, our non-employee directors met at
regularly scheduled executive sessions without management participation.
Our Board has adopted a policy that encourages each director to attend the annual general meeting, but
attendance is not required. All nine directors attended the Company’s 2015 annual general meeting.
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Director Independence
To assist our Board of Directors in determining the independence of our directors, the Board has adopted
Director Independence Guidelines that incorporate the definition of “independence” adopted by The NASDAQ
Stock Market LLC, which we refer to as Nasdaq in this proxy statement. Our Board has determined that each of
the Company’s directors, other than Mr. McNamara, is an independent director as defined by the applicable rules
of Nasdaq and our Director Independence Guidelines. Under the Nasdaq definition and our Director
Independence Guidelines, a director is independent only if the Board determines that the director does not have
any relationship that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. In addition, under the Nasdaq definition and our Director Independence Guidelines,
a director will not be independent if the director has certain disqualifying relationships. In evaluating
independence, the Board broadly considers all relevant facts and circumstances. As part of its director
independence assessment, the Board considered certain relationships Messrs. Bingham and Schulman have with
Flex other than through their memberships on the Board and its committees. Mr. Bingham serves as a board
member, and Flex employs Mr. Bingham’s adult son in an entry-level human resources position. Mr. Schulman
serves as a board member, and his brother-in-law provides immaterial consulting services periodically to Flex
and one of its wholly-owned subsidiaries. The Board determined that these relationships and transactions for
Messrs. Bingham and Schulman do not conflict with the elements of independence set forth in the Nasdaq
listing rules or our Director Independence Guidelines. Our Director Independence Guidelines are included in our
Guidelines with Regard to Certain Governance Matters, a copy of which is available on the Corporate
Governance page of our website at www.flextronics.com.
Board Leadership Structure and Role in Risk Oversight
Our Board of Directors currently consists of nine directors, each of whom, other than Mr. McNamara, is
independent under the Company’s Director Independence Guidelines and the applicable rules of Nasdaq.
Mr. McNamara has served as our Chief Executive Officer, or CEO, since January 1, 2006, and as a member of
our Board of Directors since October 2005. Mr. Bingham, who is an independent director, has served as our
Chairman of the Board since January 2008. The Board has separated the roles of Chairman and CEO since 2003.
Our Board of Directors believes that the most effective Board leadership structure for the Company at the
present time is for the roles of CEO and Chairman of the Board to be separated, and for the Chairman of the
Board to be an independent director. Under this structure, our CEO is generally responsible for setting the
strategic direction for the Company and for providing the day-to-day leadership over the Company’s operations,
while the Chairman of the Board provides guidance to the CEO, sets the agenda for meetings of the Board and
presides over Board meetings. Our Board of Directors believes that having an independent Chairman set the
agenda and establish the priorities and procedures for the work of the Board provides a greater role for the
independent directors in the oversight of the Company, and also provides the continuity of leadership necessary
for the Board to fulfill its responsibilities. This leadership structure is supplemented by the fact that all of our
directors, other than Mr. McNamara, are independent and all of the committees of the Board are composed
solely of, and chaired by, independent directors. In addition, our non-employee directors meet at regularly
scheduled executive sessions without management participation. The Board retains the authority to modify this
leadership structure as and when appropriate to best address the Company’s unique circumstances at any given
time and to serve the best interests of our shareholders.
Our Board of Directors’ role in risk oversight involves both the full Board of Directors and its committees.
The Audit Committee is charged with the primary role in carrying out risk oversight responsibilities on behalf of
the Board. Pursuant to its charter, the Audit Committee reviews the Company’s policies and practices with
respect to risk assessment and risk management, including discussing with management the Company’s major
risk exposures and the steps that have been taken to monitor and mitigate such exposures. The Company’s
enterprise risk management process is designed to identify risks that could affect the Company’s achievement of
business goals and strategies, to assess the likelihood and potential impact of significant risks to the Company’s
business, and to prioritize risk control and mitigation. Our Chief Financial Officer, our General Counsel and our
Chief Ethics and Compliance Officer periodically report on the Company’s risk management policies and
practices to relevant Board committees and to the full Board. The Audit Committee reviews the Company’s
major financial risk exposures as well as major operational, compliance, reputational and strategic risks,
including steps to monitor, manage and mitigate those risks. In addition, each of the other Board committees is
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responsible for oversight of risk management practices for categories of risks relevant to their functions. For
example, the Compensation Committee has oversight responsibility for the Company’s overall compensation
structure, including review of its compensation practices, with a view to assessing associated risk. See
“Compensation Risk Assessment.” The Board as a group is regularly updated on specific risks in the course of its
review of corporate strategy, business plans and reports to the Board by its respective committees. The Board
believes that its leadership structure supports its risk oversight function by providing a greater role for the
independent directors in the oversight of the Company.
Board Committees
The standing committees of our Board of Directors are the Audit Committee, Compensation Committee
and Nominating and Corporate Governance Committee. The table below provides current membership for each
of these committees.
Nominating and
Audit Compensation Corporate Governance
Name Committee Committee Committee
H. Raymond Bingham . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X*
Michael D. Capellas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X
Marc A. Onetto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X
Daniel H. Schulman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X* X
Willy C. Shih, Ph.D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X
Lay Koon Tan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X
William D. Watkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X
Lawrence A. Zimmerman . . . . . . . . . . . . . . . . . . . . . . . . . . X* X
* Committee Chair
Audit Committee
The Audit Committee of the Board of Directors is currently composed of Messrs. Marc A. Onetto, Lay
Koon Tan, William D. Watkins and Lawrence A. Zimmerman, each of whom the Board has determined to be
independent and to meet the financial experience requirements under both the rules of the SEC and the listing
standards of the NASDAQ Global Select Market. The Board has also determined that each of Messrs. Tan,
Watkins and Zimmerman is an “audit committee financial expert” within the meaning of the rules of the SEC
and is “financially sophisticated” within the meaning of the rules of Nasdaq. The Audit Committee held eight
meetings during fiscal year 2016 and regularly meets in executive sessions without management present. The
committee’s principal functions are to:
• monitor and evaluate periodic reviews of the adequacy of the accounting and financial reporting
processes and systems of internal control that are conducted by our financial and senior management,
and our independent auditors;
• be directly responsible for the appointment, compensation and oversight of the work of our independent
auditors (including resolution of any disagreements between our management and the auditors regarding
financial reporting); and
• facilitate communication among our independent auditors, our financial and senior management and our
Board.
Our Board has adopted an Audit Committee Charter that is available on the Corporate Governance page of
the Investor Relations section of our website at www.flextronics.com.
Compensation Committee
Responsibilities and Meetings
The Compensation Committee of our Board of Directors is responsible for reviewing and approving the
goals and objectives relating to, and recommending to our Board the compensation of, our Chief Executive
Officer and all other executive officers. The committee also oversees management’s decisions concerning the
performance and compensation of other officers, administers the Company’s equity compensation plans and
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regularly evaluates the effectiveness of our overall executive compensation program. The Compensation
Committee is currently composed of Messrs. Capellas and Schulman and Dr. Shih, each of whom our Board has
determined to be an independent director under applicable listing standards of Nasdaq. The committee held six
meetings during fiscal year 2016 and regularly meets in executive sessions without management present. The
specific powers and responsibilities of the Compensation Committee are set forth in more detail in the
Compensation Committee Charter, which is available on the Corporate Governance page of the Investor
Relations section of our website at www.flextronics.com.
Delegation of Authority
When appropriate, our Compensation Committee may form, and delegate authority to, subcommittees. In
addition, in accordance with the Company’s equity compensation plans, the Compensation Committee’s charter
allows the committee to delegate to our Chief Executive Officer its authority to grant share options to employees
of the Company who are not directors or executive officers.
Compensation Processes and Procedures
The Compensation Committee evaluates our compensation programs and makes recommendations to our
Board regarding compensation to be paid or awarded to our executive officers. As part of its process, the
Compensation Committee meets with our Chief Executive Officer, Chief Financial Officer, and members of our
human resources department to obtain recommendations with respect to the structure of our compensation
programs, as well as an assessment of the performance of individual executives and recommendations on
compensation for individual executives. In addition, the Compensation Committee has the authority to retain and
terminate any third-party compensation consultant and to obtain advice and assistance from internal and external
legal, accounting and other advisors. In connection with our 2016 fiscal year compensation review, the
Compensation Committee engaged Mercer Human Resources Consulting, a wholly-owned subsidiary of
Marsh & McLennan Companies, Inc. (referred to in this proxy statement as Mercer) as its independent adviser
for certain executive compensation matters. Mercer was retained by the Compensation Committee to provide an
independent review of the Company’s executive compensation programs, including an analysis of both the
competitive market and the design of the programs. More specifically, Mercer furnished the Compensation
Committee with reports on peer company practices relating to the following matters: short and long-term
compensation program design; annual share utilization and shareowner dilution levels resulting from equity
plans; and executive share ownership and retention values. As part of its reports to the Compensation
Committee, Mercer evaluated our peer companies, and provided competitive compensation data and analysis
relating to the compensation of our Chief Executive Officer and our other executives and senior officers. Mercer
also assisted the Compensation Committee with its risk assessment of our compensation programs.
The Compensation Committee relied on input from Mercer in evaluating management’s recommendations
and arriving at the Compensation Committee’s recommendations to the Board with respect to the elements of
compensation discussed below under “Compensation Discussion and Analysis” for fiscal year 2016
compensation. The Compensation Committee expects that it will continue to retain a compensation consultant on
future executive compensation matters.
Relationship with Compensation Consultant
In addition to serving as compensation consultant to the Compensation Committee in fiscal year 2016 with
respect to the compensation of our executive officers and non-employee directors, Mercer and its affiliates have
provided other services to our management. Mercer’s fees in connection with providing consulting services with
respect to the compensation of our executive officers and non-employee directors in fiscal year 2016 were
approximately $306,000.
During our 2016 fiscal year, Marsh & McLennan Companies, Inc. (the parent company of Mercer) and its
affiliates, which we refer to collectively as Marsh, were retained by the Company to provide services unrelated
to executive and director compensation matters. These services included Directors’ and Officers’, Errors and
Omissions and Product Recall insurance brokerage services, business continuity consulting services and captive
feasibility analysis. The decision to engage Marsh for these other services was made by management. Although
aware of such other services, our Compensation Committee did not review or approve such other services
provided by Marsh, which services were approved by management in the ordinary course of business. The
aggregate fees paid for those other services in fiscal year 2016 were approximately $554,277.
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Our Compensation Committee has determined that the provision by Marsh of services unrelated to
executive and director compensation matters in fiscal year 2016 was compatible with maintaining the objectivity
of Mercer in its role as compensation consultant to the committee and that the consulting advice it received from
Mercer was not influenced by Marsh’s other relationships with the Company. The Compensation Committee is
sensitive to the concern that the services provided by Marsh, and the related fees, could impair the objectivity
and independence of Mercer, and the committee believes that it is important that objectivity be maintained.
However, the committee also recognizes that the services provided by Marsh are valuable to the Company and
that it could be inefficient and not in the Company’s interest to use a separate firm to provide those services at
this time. In addition, the Compensation Committee has confirmed that Mercer and Marsh maintain appropriate
safeguards to assure that the consulting services provided by Mercer are not influenced by the Company’s
business relationship with Marsh. Specifically, Mercer provided to the Compensation Committee an annual
update on Mercer’s and Marsh’s financial relationship with the Company and assurances that members of Mercer
who perform consulting services for the Compensation Committee have a reporting relationship and
compensation determined separately from Marsh’s other lines of business and from its other work for the
Company.
Mercer also represented to the Compensation Committee that there are no personal or business
relationships between the Mercer account manager and any member of the committee or a named executive
officer beyond the Flex relationship. Further, the Mercer account manager does not directly own any Flex shares
(although some of his investments controlled solely by independent, third-party managers may own Flex shares
by way of indexed funds). Based on the above and other factors, including the factors set forth under Rule 10C-1
under the Exchange Act, the committee assessed the independence of Mercer and concluded that no conflict of
interest exists that would prevent Mercer from independently representing the committee.
Compensation Committee Interlocks and Insider Participation
During our 2016 fiscal year, Messrs. Capellas and Schulman and Dr. Shih served as members of the
Compensation Committee. None of our executive officers served on the Compensation Committee during our
2016 fiscal year. None of our directors has interlocking or other relationships with other boards, compensation
committees or our executive officers that require disclosure under Item 407(e)(4) of SEC Regulation S-K.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is currently composed of Messrs. Bingham,
Schulman and Zimmerman, each of whom our Board has determined to be an independent director under the
applicable listing standards of Nasdaq. The Nominating and Corporate Governance Committee held eight
meetings during fiscal year 2016 and regularly meets in executive sessions without management present. The
committee recruits, evaluates and recommends candidates for appointment or election as members of our Board.
The committee is also responsible for shaping and overseeing the application of the Company’s corporate
governance policies and procedures, including recommending corporate governance guidelines to the Board. In
addition, the committee oversees the Board’s annual self-evaluation process and any Board communications with
shareholders. In addition, the Nominating and Corporate Governance Committee reviews and makes
recommendations to our Board for the compensation of our non-employee directors. Our Board has adopted a
Nominating and Corporate Governance Committee Charter that is available on the Corporate Governance page
of the Investor Relations section of our website at www.flextronics.com.
The goal of the Nominating and Corporate Governance Committee is to ensure that our Board possesses a
variety of perspectives and skills derived from high-quality business and professional experience. Although the
Board does not have a formal policy on diversity, the Nominating and Corporate Governance Committee seeks
to achieve a balance and diversity of knowledge, experience and capability on our Board, while maintaining a
sense of collegiality and cooperation that is conducive to a productive working relationship within the Board and
between the Board and management. In addition, the committee seeks nominees with the highest professional
and personal ethics and values, an understanding of our business and industry, a high level of education, broad-
based business acumen, and the ability to think strategically. Although the committee uses these and other
criteria to evaluate potential nominees, we have no stated minimum criteria for nominees.
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The Nominating and Corporate Governance Committee generally recruits, evaluates and recommends
nominees for our Board based upon recommendations by our directors and management or third-party search
firms (which the Company retains from time to time to help identify potential candidates). The committee will
also consider recommendations submitted by our shareholders. The committee does not have different standards
for evaluating nominees depending on whether they are proposed by our directors and management or by our
shareholders. Shareholders can recommend qualified candidates for our Board to the Nominating and Corporate
Governance Committee by submitting recommendations to our corporate secretary at Flextronics International
Ltd., 2 Changi South Lane, Singapore 486123. Submissions that are received and meet the criteria outlined
above will be forwarded to the Nominating and Corporate Governance Committee for review and consideration.
Shareholder recommendations for our 2017 annual general meeting should be made not later than March 13,
2017 to ensure adequate time for meaningful consideration by the Nominating and Corporate Governance
Committee. To date, we have not received any such recommendations from our shareholders.
The Nominating and Corporate Governance Committee also reviews and makes recommendations to our
Board for the compensation of our non-employee directors. To assist the Nominating and Corporate Governance
Committee in its periodic review of director compensation, our management provides director compensation data
compiled from the annual reports and proxy statements of companies in our peer comparison group. In addition,
the Nominating and Corporate Governance Committee retained Mercer to assist the committee in its review of
our non-employee director compensation program. This review was conducted to establish whether the
compensation paid to our non-employee directors was competitive when compared to the practices of our peer
group of companies. The Nominating and Corporate Governance Committee reviewed, among other things, the
existing cash compensation of our non-employee directors, the grant date fair value of restricted share unit
awards, and the aggregate number of our ordinary shares held by each of our non-employee directors. The
Nominating and Corporate Governance Committee, with the assistance of Mercer, has also taken into
consideration compensation trends for outside directors and the implementation of our share ownership
guidelines for non-employee directors. The current compensation payable to our non-employee directors and our
Chairman of the Board is discussed in the section below captioned “Non-Management Directors’ Compensation
for Fiscal Year 2016.”
Director Share Ownership Guidelines
At the recommendation of the Compensation Committee, our Board of Directors adopted share ownership
guidelines for our non-employee directors in July 2009 in connection with its review of our non-employee
directors’ compensation. The ownership guidelines encourage our non-employee directors to hold a minimum
number of our ordinary shares equivalent to $340,000 in value. The guidelines encourage our non-employee
directors to reach this goal within five years of the date that the Board approved the guidelines or the date of
their election to our Board of Directors, whichever is later, and to hold at least such minimum value in shares for
as long as he or she serves on our Board. All of our non-employee directors have already met the minimum
requirements of the share ownership guidelines or are on target to be in compliance with the requirements of the
guidelines by the deadline.
NON-MANAGEMENT DIRECTORS’ COMPENSATION FOR FISCAL YEAR 2016
The key objective of our non-employee directors’ compensation program is to attract and retain highly
qualified directors with the necessary skills, experience and character to oversee our management. By using a
combination of cash and equity-based compensation, the compensation program is designed to recognize the
time commitment, expertise and potential liability relating to active Board service, while aligning the interests of
our Board of Directors with the long-term interests of our shareholders. In accordance with the policy of our
Board of Directors, we do not pay management directors for Board service in addition to their regular employee
compensation. For a discussion of the compensation paid to our only management director, Mr. McNamara, for
services provided as our CEO, see the sections of this proxy statement entitled “Compensation Discussion and
Analysis” and “Executive Compensation.”
In addition to the compensation provided to our non-employee directors, which is detailed below, each non-
employee director is reimbursed for any reasonable out-of-pocket expenses incurred in connection with attending
in-person meetings of the Board of Directors and Board committees, as well as for any fees incurred in attending
continuing education courses for directors.
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Fiscal Year 2016 Annual Cash Compensation
Under the Singapore Companies Act, we may only provide cash compensation to our non-employee
directors for services rendered in their capacity as directors with the prior approval of our shareholders at a
general meeting. Our shareholders approved the current cash compensation arrangements for our non-employee
directors at our 2009, 2011, and 2014 annual general meetings. The current arrangements include the following
compensation:
• annual cash compensation of $85,000, payable quarterly in arrears to each non-employee director for
services rendered as a director;
• additional annual cash compensation of $100,000, payable quarterly in arrears to the Chairman of the
Board of Directors for services rendered as Chairman of the Board (in addition to the regular cash
compensation payable to a member of the Board for services rendered as a director and for service on
any Board committee, including service as Chairman of any Board committee);
• additional annual cash compensation of $50,000, payable quarterly in arrears to the Chairman of the
Audit Committee for services rendered as Chairman of the Audit Committee and for participation on the
committee;
• additional annual cash compensation of $15,000, payable quarterly in arrears to each other member who
serves on the Audit Committee for participation on the committee;
• additional annual cash compensation of $50,000, payable quarterly in arrears to the Chairman of the
Compensation Committee for services rendered as Chairman of the Compensation Committee and for
participation on the committee;
• additional annual cash compensation of $15,000, payable quarterly in arrears to each other member who
serves on the Compensation Committee for participation on the committee;
• additional annual cash compensation of $15,000, payable quarterly in arrears to the Chairman of the
Nominating and Corporate Governance Committee for services rendered as Chairman of the Nominating
and Corporate Governance Committee and for participation on the committee;
• additional annual cash compensation of $8,000, payable quarterly in arrears to each other member who
serves on the Nominating and Corporate Governance Committee for participation on the committee; and
• additional annual cash compensation of $5,000 payable quarterly in arrears to each of our non-employee
directors for participation on each standing committee other than the Audit Committee, the
Compensation Committee and the Nominating and Corporate Governance Committee (of which there are
currently none).
Non-employee directors do not receive any non-equity incentive compensation, or participate in any
pension plan or deferred compensation plan.
At our 2013 annual general meeting of shareholders, our shareholders approved a change in the structure of
our non-employee director compensation program that allows our non-employee directors to receive their
compensation in the form of Company shares, cash, or a combination thereof at the election of each director.
Each non-employee director can elect to receive his or her annual retainer and committee compensation, or any
portion thereof, in the form of fully-vested, unrestricted shares of the Company. A director making such election
will receive shares having an aggregate value equal to the portion of compensation elected to be received in
shares, valued at the closing price of our shares on the date the compensation would otherwise be paid in cash.
Fiscal Year 2016 Equity Compensation
Yearly Restricted Share Unit Awards
Under the terms of the discretionary restricted share unit grant provisions of our 2010 Equity Incentive
Plan, which we refer to as the 2010 Plan, each non-employee director is eligible to receive grants of restricted
share unit awards at the discretion of our Board of Directors. In accordance with the compensation program
recommended by the Nominating and Corporate Governance Committee and approved by the Board, each non-
employee director receives, following each annual general meeting of the Company, a yearly restricted share unit
award consisting of such number of shares having an aggregate fair market value of $175,000 (increased from
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$150,000 in fiscal year 2015) on the date of grant. These yearly restricted share unit awards vest in full on the
date immediately prior to the date of the next year’s annual general meeting. During fiscal year 2016, each non-
employee director received a restricted share unit award covering 16,309 ordinary shares under this program.
Initial Awards
Upon initially becoming a director of the company, each non-employee director receives a pro-rated share
of the yearly restricted share unit award granted to our directors, which is discussed above. The pro-rated award
vests on the date immediately prior to the date of our next annual general meeting and is based on the amount of
time that the director serves on the Board until such date. No director received a restricted share unit award
under this program in fiscal year 2016.
Discretionary Grants
Under the terms of the discretionary option grant provisions of the 2010 Plan, non-employee directors are
eligible to receive share options granted at the discretion of the Compensation Committee. No director received
share options pursuant to the discretionary grant program during fiscal year 2016.
Compensation for the Non-Employee Chairman of the Board
Our non-executive Chairman is entitled to receive, following each annual general meeting of the Company,
(i) the $100,000 in additional annual cash compensation described above, payable quarterly in arrears, and (ii) an
additional yearly restricted share unit award that consists of such number of shares having an aggregate fair
market value of $100,000 on the date of grant, which vests on the date immediately prior to the date of the next
year’s annual general meeting. Following the 2015 annual general meeting, our non-executive Chairman of the
Board received a restricted share unit award covering 9,319 ordinary shares under the equity portion of this
program. Our Chairman of the Board is also eligible to receive all other compensation payable to our
non-employee directors for his service as a member of the Board.
In addition, our Chairman of the Board is entitled to receive the regular cash compensation payable to a
member of the Board for service on any Board committees, including service as chairman of any Board
committees. Our non-executive Chairman of the Board currently serves as the Chairman of the Nominating and
Corporate Governance Committee.
While Company aircraft are generally used for Company business only, our Chairman of the Board may be
permitted to use Company aircraft for personal travel, provided that Company aircraft are not needed for
business purposes at such time. In such cases, Mr. Bingham is required to reimburse the Company for the
incremental costs related to his use of the aircraft. We calculate the incremental cost to the Company for use of
the Company aircraft by using an hourly rate for each flight hour, which rate is based on the variable operational
costs of each flight.
Director Summary Compensation in Fiscal Year 2016
The following table sets forth the fiscal year 2016 compensation for our non-employee directors.
Fees Earned or
Name Paid in Cash ($)(1) Share Awards ($)(2) Options Awards ($) Total ($)
H. Raymond Bingham . . . . . . . . . . . . .
Michael D. Capellas(3) . . . . . . . . . . . .
Marc A. Onetto . . . . . . . . . . . . . . . . . .
Daniel H. Schulman . . . . . . . . . . . . . . .
Willy C. Shih, Ph.D. . . . . . . . . . . . . . . .
Lay Koon Tan(3)(4) . . . . . . . . . . . . . . .
William D. Watkins . . . . . . . . . . . . . . .
Lawrence A. Zimmerman . . . . . . . . . .
$200,000 $274,989 — $474,989
— $274,976 — $274,976
$100,000 $174,996 — $274,996
$143,000 $174,996 — $317,996
$100,000 $174,996 — $274,996
— $322,586 — $322,586
$100,000 $174,996 — $274,996
$143,000 $174,996 — $317,996
(1) This column represents the amount of cash compensation earned in fiscal year 2016 for Board and
committee service.
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(2) This column represents the grant date fair value of restricted share unit awards granted in fiscal year 2016 in
accordance with FASB ASC Topic 718 (except in the case of Mr. Tan, as explained in footnotes 3 and 4
below). The grant date fair value of restricted share unit awards is the closing price of our ordinary shares
on the date of grant. For additional information regarding the assumptions made in calculating the amounts
reflected in this column, see Note 3 to our audited consolidated financial statements for the fiscal year
ended March 31, 2016, “Share-Based Compensation,” included in our Annual Report on Form 10-K for the
fiscal year ended March 31, 2016.
(3) In lieu of their cash compensation, Messrs. Capellas and Tan both elected to receive fully vested ordinary
shares of the Company under the director share election program for Board and Committee fees earned
beginning with the date following the 2015 annual general meeting. During fiscal year 2016, both
Messrs. Capellas and Tan each received 9,137 ordinary shares under the share election program, the value of
which is reflected in the table above under “Share Awards.”
(4) Mr. Tan incurred U.S. Federal and California State taxes in addition to local taxes as a result of serving on
our Board of Directors. The Company agreed to compensate Mr. Tan in connection with his double taxation
by issuing on a tax grossed-up basis fully vested ordinary shares of the Company. Mr. Tan received 4,543
ordinary shares on January 29, 2016, with an aggregate grant date fair value of $47,611. The value of these
shares is included in the table above under “Share Awards.”
The table below shows the aggregate number of ordinary shares underlying share options and unvested
restricted share units held by our non-employee directors as of the 2016 fiscal year-end:
Number of Ordinary Shares Number of Ordinary Shares
Underlying Outstanding Underlying Outstanding
Name Share Options (#) Restricted Share Units (#)
H. Raymond Bingham . . . . . . . . . . . . . . . . . . . . . . . . . . . — 25,628
Michael D. Capellas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 16,309
Marc A. Onetto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 16,309
Daniel H. Schulman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 16,309
Willy C. Shih, Ph.D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 16,309
Lay Koon Tan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 16,309
William D. Watkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 16,309
Lawrence A. Zimmerman . . . . . . . . . . . . . . . . . . . . . . . . . — 16,309
Change of Control and Termination Provisions
Dr. Shih has outstanding share options that were issued under the terms of our 2001 Equity Incentive Plan,
which we refer to as our 2001 Plan, and all of our non-employee directors have outstanding restricted share unit
awards granted under the terms of the 2010 Plan. Equity awards to our directors are currently granted under the
2010 Plan, the adoption of which was approved by our shareholders at our 2010 annual general meeting. Under
the terms of the 2001 Plan, if a director ceases to provide services to the Company for any reason other than
death, cause (as defined in the 2001 Plan) or disability (as defined in the 2001 Plan), then the director may
exercise any options which have vested by the date of such termination within three months of the termination
date or such other period not exceeding five years or the term of the option, as determined by the Compensation
Committee. If a director ceases to provide services to the Company because of death or disability, then the
director may exercise any options which have vested by the date of such termination within 12 months of the
termination date or such other period not exceeding five years or the term of the option, as determined by the
Compensation Committee. All share options held by a director who is terminated for cause expire on the
termination date, unless otherwise determined by the Compensation Committee.
In the event of a dissolution or liquidation of the Company or if we are acquired by merger or asset sale or
in the event of other change of control events, the treatment of outstanding restricted share units granted under
the 2010 Plan is as described in the section entitled “Potential Payments upon Termination or Change in
Control.”
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PROPOSAL NO. 3:
RE-APPOINTMENT OF INDEPENDENT AUDITORS FOR FISCAL YEAR 2017 AND
AUTHORIZATION OF OUR BOARD TO FIX THEIR REMUNERATION
Our Audit Committee has approved, subject to shareholder approval, the re-appointment of Deloitte &
Touche LLP as the Company’s independent registered public accounting firm to audit our financial statements
and records for the fiscal year ending March 31, 2017, and to perform other appropriate services. In addition,
pursuant to Section 205(16) of the Companies Act, our Board of Directors is requesting that the shareholders
authorize the directors, upon the recommendation of the Audit Committee, to fix the auditors’ remuneration for
services rendered through the 2017 annual general meeting. We expect that a representative from Deloitte &
Touche LLP will be present at the 2016 annual general meeting. This representative will have the opportunity to
make a statement if he or she so desires and is expected to be available to respond to appropriate questions.
Principal Accountant Fees and Services
Set forth below are the aggregate fees billed by our principal accounting firm, Deloitte & Touche LLP, a
member firm of Deloitte Touche Tohmatsu, and its respective affiliates for services performed during fiscal years
2016 and 2015. All audit and permissible non-audit services reflected in the fees below were pre-approved by the
Audit Committee in accordance with established procedures.
Fiscal Year
2016 2015
(in millions)
$ 9.1
Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit-Related Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 0.3
Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 1.3
All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —
$ 9.0
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$10.2
$10.7
Audit Fees consist of fees for professional services rendered by our independent registered public accounting
firm for the audit of our annual consolidated financial statements included in our Annual Report on Form 10-K
(including services incurred with rendering an opinion under Section 404 of the Sarbanes-Oxley Act of 2002) and
the review of our consolidated financial statements included in our Quarterly Reports on Form 10-Q. These fees
include fees for services that are normally incurred in connection with statutory and regulatory filings or
engagements, such as comfort letters, statutory audits, consents and the review of documents filed with the SEC.
Audit-Related Fees consist of fees for assurance and related services by our independent registered public
accounting firm that are reasonably related to the performance of the audit and not included in Audit Fees.
Tax Fees consist of fees for professional services rendered by our independent registered public accounting
firm for tax compliance, tax advice, and tax planning services, including assistance regarding federal, state and
international tax compliance, return preparation, tax audits and customs and duties.
All Other Fees consist of fees for professional services rendered by our independent registered public
accounting firm for permissible non-audit services, if any. We did not incur fees under this category in fiscal
years 2016 and 2015.
Audit Committee Pre-Approval Policy
Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our
independent registered public accounting firm. These services may include audit services, audit-related services,
tax services and other services. Pre-approval is generally provided for up to one year, and any pre-approval is
detailed as to the particular service or category of services. The independent registered public accounting firm and
management are required to periodically report to the Audit Committee regarding the extent of services provided
by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the
services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.
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Our Audit Committee has determined that the provision of non-audit services under appropriate
circumstances may be compatible with maintaining the independence of Deloitte & Touche LLP, and that all such
services provided by Deloitte & Touche LLP to us in the past were compatible with maintaining such
independence. The Audit Committee is sensitive to the concern that some non-audit services, and related fees,
could impair independence and the Audit Committee believes it important that independence be maintained.
However, the Audit Committee also recognizes that in some areas, services that are identified by the relevant
regulations as “tax fees” or “other fees” are sufficiently related to the audit work performed by Deloitte & Touche
LLP that it would be highly inefficient and unnecessarily expensive to use a separate firm to perform those
non-audit services. The Audit Committee intends to evaluate each such circumstance on its own merits, and to
approve the performance of non-audit services where it believes efficiency can be obtained without meaningfully
compromising independence.
The Board recommends a vote “FOR” the re-appointment of Deloitte & Touche LLP
as our independent auditors for fiscal year 2017 and authorization of the Board, upon the
recommendation of the Audit Committee, to fix their remuneration.
AUDIT COMMITTEE REPORT
The information contained under this “Audit Committee Report” shall not be deemed to be “soliciting
material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filings
under the Securities Act of 1933, as amended, which we refer to as the Securities Act, or under the Securities
Exchange Act of 1934, as amended, which we refer to as the Exchange Act, or be subject to the liabilities of
Section 18 of the Exchange Act, except to the extent that we specifically incorporate this information by reference
into any such filing.
The Audit Committee assists our Board of Directors in overseeing financial accounting and reporting
processes and systems of internal controls. The Audit Committee also evaluates the performance and
independence of our independent registered public accounting firm. The Audit Committee operates under a
written charter, a copy of which is available on the Corporate Governance page of the Investor Relations section
of our website at www.flextronics.com. Under the written charter, the Audit Committee must consist of at least
three directors, all of whom must be “independent” as defined by the Exchange Act and the rules of the SEC and
Nasdaq. The members of the Audit Committee during fiscal year 2016 were Messrs. Tan, Watkins, Zimmerman
and Onetto, each of whom is an independent director.
Our financial and senior management supervise our systems of internal controls and the financial reporting
process. Our independent auditors perform an independent audit of our consolidated financial statements in
accordance with generally accepted auditing standards and express an opinion on these consolidated financial
statements. In addition, our independent auditors express their own opinion on the effectiveness of our internal
control over financial reporting. The Audit Committee monitors these processes.
The Audit Committee has reviewed and discussed with both the management of the Company and our
independent auditors our audited consolidated financial statements for the fiscal year ended March 31, 2016, as
well as management’s assessment and our independent auditors’ evaluation of the effectiveness of our internal
control over financial reporting as of March 31, 2016. Our management represented to the Audit Committee that
our audited consolidated financial statements were prepared in accordance with accounting principles generally
accepted in the United States of America.
The Audit Committee also discussed with our independent auditors the matters required to be discussed by
the Public Company Accounting Oversight Board’s Auditing Standard No. 16, Communications with Audit
Committees. The Audit Committee also has discussed with our independent auditors the firm’s independence
from Company management and the Company, and reviewed the written disclosures and letter from the
independent registered public accounting firm required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent registered public accounting firm’s communications with
the Audit Committee concerning independence. The Audit Committee has also considered whether the provision
of non-audit services by our independent auditors is compatible with maintaining the independence of the
auditors. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by
our independent auditors. All audit and permissible non-audit services performed by our independent auditors
during fiscal years 2016 and 2015 were pre-approved by the Audit Committee in accordance with established
procedures.
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Based on the Audit Committee’s discussions with the management of the Company and our independent
auditors and based on the Audit Committee’s review of our audited consolidated financial statements together
with the reports of our independent auditors on the consolidated financial statements and the representations of
our management with regard to these consolidated financial statements, the Audit Committee recommended to
the Company’s Board of Directors that the audited consolidated financial statements be included in our Annual
Report on Form 10-K for the fiscal year ended March 31, 2016, which was filed with the SEC on May 20, 2016.
Submitted by the Audit Committee of the Board of Directors:
Lawrence A. Zimmerman
Marc A. Onetto
Lay Koon Tan
William D. Watkins
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PROPOSAL NO. 4:
ORDINARY RESOLUTION TO AUTHORIZE
ORDINARY SHARE ISSUANCES
We are incorporated in the Republic of Singapore. Under Singapore law, our directors may only issue
ordinary shares and make or grant offers, agreements or options that might or would require the issuance of
ordinary shares, with the prior approval from our shareholders. We are submitting this proposal because we are
required to do so under the laws of Singapore before we can issue any ordinary shares in connection with our
equity compensation plans, possible future strategic transactions, or public and private offerings.
If this proposal is approved, the authorization would be effective from the date of the 2016 annual general
meeting until the earlier of (i) the conclusion of the 2017 annual general meeting or (ii) the expiration of the
period within which the 2017 annual general meeting is required by law to be held. The 2017 annual general
meeting is required to be held 15 months after the date of the 2016 annual general meeting or six months after the
date of our 2017 fiscal year end, whichever is earlier, (except that Singapore law allows for a one-time application
for an extension of up to a maximum of two months to be made with the Singapore Accounting and Corporate
Regulatory Authority).
Our Board believes that it is advisable and in the best interests of our shareholders for our shareholders to
authorize our directors to issue ordinary shares and to make or grant offers, agreements or options that might or
would require the issuance of ordinary shares. In the past, the Board has issued shares or made agreements that
would require the issuance of new ordinary shares in the following situations:
• in connection with strategic transactions and acquisitions;
• pursuant to public and private offerings of our ordinary shares as well as instruments convertible into our
ordinary shares; and
• in connection with our equity compensation plans and arrangements.
If this proposal is not approved, we would not be permitted to issue any new ordinary shares, including
shares issuable pursuant to compensatory equity awards (other than shares issuable on exercise or settlement of
outstanding options, restricted share units and other instruments convertible into or exercisable for ordinary
shares, which were previously granted when the previous shareholder approved share issue mandates were in
force). If we are unable to rely upon equity as a component of compensation, we would have to review our
compensation practices, and would likely have to substantially increase cash compensation to retain key
personnel.
Notwithstanding this general authorization to issue our ordinary shares, we will be required to seek
shareholder approval with respect to future issuances of ordinary shares where required under the rules of
Nasdaq, such as where the Company proposes to issue ordinary shares that will result in a change in control of
the Company or in connection with a private offering involving the issuance of ordinary shares representing 20%
or more of our outstanding ordinary shares at a price less than the greater of book or market value.
Our Board expects that we will continue to issue ordinary shares and grant options and restricted share unit
awards in the future under circumstances similar to those in the past. As of the date of this proxy statement, other
than issuances of ordinary shares or agreements that would require the issuance of new ordinary shares in
connection with our equity compensation plans and arrangements, we have no specific plans, agreements or
commitments to issue any ordinary shares for which approval of this proposal is required. Nevertheless, our
Board believes that it is advisable and in the best interests of our shareholders for our shareholders to provide this
general authorization in order to avoid the delay and expense of obtaining shareholder approval at a later date and
to provide us with greater flexibility to pursue strategic transactions and acquisitions and raise additional capital
through public and private offerings of our ordinary shares as well as instruments convertible into our ordinary
shares.
If this proposal is approved, our directors would be authorized to issue, during the period described above,
ordinary shares subject only to applicable Singapore laws and the rules of Nasdaq. The issuance of a large number
of ordinary shares could be dilutive to existing shareholders or reduce the trading price of our ordinary shares on
the NASDAQ Global Select Market.
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We are not submitting this proposal in response to a threatened takeover. In the event of a hostile attempt to
acquire control of the Company, we could seek to impede the attempt by issuing ordinary shares, which may
dilute the voting power of our existing shareholders. This could also have the effect of impeding the efforts of our
shareholders to remove an incumbent director and replace him with a new director of their choice. These potential
effects could limit the opportunity for our shareholders to dispose of their ordinary shares at the premium that
may be available in takeover attempts.
The Board recommends a vote “FOR” the resolution
to authorize ordinary share issuances.
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PROPOSAL NO. 5:
NON-BINDING, ADVISORY RESOLUTION
ON EXECUTIVE COMPENSATION
In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are
asking our shareholders to approve, in a non-binding, advisory vote, the compensation of our named executive
officers (NEOs) as reported in this proxy statement in the Compensation Discussion and Analysis and in the
compensation tables and accompanying narrative disclosure under “Executive Compensation.” Our named
executive officers are identified in the Compensation Discussion and Analysis and include our chief executive
officer, our chief financial officer and the three other most highly compensated executive officers serving at the
end of our 2016 fiscal year.
As a general matter, our Compensation Committee continually seeks to have a compensation philosophy that
emphasizes paying for performance. Key aspects of the philosophy are to:
• Emphasize at-risk compensation;
• Establish market-based, responsible target pay;
• Balance performance-based metrics and measurement time frames; and
• Place emphasis on long-term performance.
The Compensation Committee periodically assesses our compensation programs to ensure that they are
appropriately aligned with our business strategy and are achieving their objectives. The Compensation Committee
regularly reviews our compensation programs and peer company data and best practices in the executive
compensation area. In past years, the Compensation Committee has recommended and our Board has approved
changes in our compensation policies and practices in order to align with best practices. Overall, the
Compensation Committee has sought to weight a higher percentage of our executives’ total direct compensation
to performance-based and long-term components.
Performance Highlights For Fiscal Year 2016
We delivered solid results in fiscal year 2016 in the face of significant external and internal challenges,
though final performance was somewhat below our targeted objectives. Several macro-economic factors such as
ongoing growth challenges in Europe, a slowdown in Chinese growth, and a high degree of uncertainty about
interest rate and stimulus policies acted as a brake on overall global manufacturing activity and created volatility
in global stock prices. Internally, we continued on our business transformation journey during fiscal year 2016
through which we are reorganizing and rebalancing our business portfolio. As a result of an improved cost
structure and our strategic business transformation, we delivered solid operating results in fiscal year 2016 and
executed on key strategic priorities, including acquisitions of NEXTracker Inc., Mirror Controls International and
Wink Labs, Inc. to expand our innovative offerings, though some results represent year-over-year declines due to
our business transformation activities. Highlights include:
• Gross profit totaled $1.6 billion, an increase of 4.1% compared to the prior year.
• Gross margin increased to 6.6% of net sales in fiscal year 2016, compared with 5.9% of net sales in
fiscal year 2015.
• We generated operating cash flows of $1.1 billion during the year. The strong cash flow generated from
our operations enabled us to return value to shareholders with the repurchase of $420.3 million of our
shares paid in fiscal year 2016.
• We maintained strong sustainable free cash flow.
• We had some less favorable year-over-year financial result comparisons due to our business
transformation, though these actions are positioning the company for enhanced future results.
• We reported net sales of $24.4 billion, a decrease of 6.6% compared to the prior year.
• Diluted earnings per share for the year were $0.79, a decrease of 22.5%.
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With the results noted above, our stock price declined 4.9% from $12.68 at the end of fiscal year 2015 to
$12.06 at the end of fiscal year 2016. While we are disappointed in the overall decrease in absolute value, we
believe we have delivered solid long-term shareholder value creation despite the challenging business
environment during fiscal year 2016. Flex’s total shareholder return (TSR) from fiscal year 2014 through the end
of fiscal year 2016 (3-year return) was an annualized 21.3%, or above the 80th percentile of our peer group. This
represents an annualized return that is nearly 10% ahead of the S&P 500 over the same period, demonstrating
strong absolute and relative shareholder value creation over a multi-year time period.
Pay and Performance Alignment For Fiscal Year 2016
As noted above, we delivered solid operating and shareholder results during fiscal year 2016, though final
performance was somewhat below our targeted levels. Our compensation philosophy is to reward above-target
performance when achieved, and pay zero or below target when favorable results are not delivered. In line with
our fiscal year 2016 performance, our named executive officers earned short-term incentive awards that recognize
our solid financial performance, as well as the fact that we did not fully achieve our targeted performance goals.
Highlights include the following:
• Maintained the CEO’s base salary with no increase, positioned approximately at the peer median.
• Provided modest base salary increases to other NEOs, though overall salary positioning continued to be
approximately at our peer group median.
• The CEO earned a below-target short-term incentive payout of 81.3% of target, and the average payouts
for our other NEOs were also below the targeted level at 92.6% of target.
• Paid out the long-term performance share unit cycles during fiscal year 2016 at 138% and 129% of target
in May 2015 and June 2015, respectively, based upon results that were above target over the multi-year
performance cycle from fiscal year 2012 through fiscal year 2016.
• Funded the named executive officers’ deferred compensation plans with a value that averaged about
37.5% of our named executive officer’s respective base salaries based on fiscal year 2015 results.
• Continued to use fiscal year 2016 long-term incentive grants that balance relative TSR performance share
units (PSUs) with a long-term incentive plan (LTIP) that measures cumulative free cash flow (FCF) over
a multi-year period (from fiscal year 2016 through fiscal year 2018).
• Elementum: Granted modest profits interests unit value awards to certain executives who have been
making significant contributions to Elementum business (see details in the Fiscal Year 2016
Compensation section below).
Prior Say on Pay Advisory Vote Results, Shareholder Engagement, and Pay Program Changes
We provided shareholders with a “say on pay” advisory vote on executive compensation at our 2015 Annual
General Meeting held on August 20, 2015. The advisory vote received the support of 93% of the votes cast at the
General Meeting. We believe the level of support at our 2015 Annual General Meeting reflects ongoing
institutional shareholder outreach efforts and the continuing efforts to align our executive compensation with
shareholder interests. We plan to hold a “say on pay” advisory vote on an annual basis. Based on the favorable
prior say on pay results, shareholder feedback on existing programs, and our review of the alignment of the pay
program design with business results, we continued the structure of our fiscal year 2015 compensation programs
in fiscal year 2016.
We urge shareholders to carefully read the Compensation Discussion and Analysis section of this proxy
statement to review the correlation between the compensation of our named executive officers and our
performance. The Compensation Discussion and Analysis also describes in more detail how our executive
compensation policies and procedures operate and are designed to achieve our compensation objectives. We also
encourage you to read the Summary Compensation Table and the other related compensation tables and narrative
that follow the Compensation Discussion and Analysis, which provide detailed information on the compensation
of our named executive officers.
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While the vote on this resolution is advisory and not binding on the Company, each of the Compensation
Committee and the Board values the opinions of our shareholders and will consider the outcome of the vote on
this resolution when making decisions regarding future executive compensation arrangements. As previously
disclosed, we plan to hold the say on pay advisory vote on an annual basis. The next shareholder advisory vote on
executive compensation will occur at the Company’s 2017 annual general meeting of shareholders.
The Board recommends a vote “FOR” the approval of
the non-binding, advisory resolution on executive compensation.
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PROPOSAL NO. 6:
ORDINARY RESOLUTION TO RENEW
THE SHARE PURCHASE MANDATE
Our purchases or acquisitions of our ordinary shares must be made in accordance with, and in the manner
prescribed by, the Singapore Companies Act, the applicable listing rules of Nasdaq and such other laws and
regulations as may apply from time to time.
Singapore law requires that we obtain shareholder approval of a “general and unconditional share purchase
mandate” given to our directors if we wish to purchase or otherwise acquire our ordinary shares. This general and
unconditional mandate is referred to in this proxy statement as the Share Purchase Mandate, and it allows our
directors to exercise all of the Company’s powers to purchase or otherwise acquire our issued ordinary shares on
the terms of the Share Purchase Mandate.
Although our shareholders approved a renewal of the Share Purchase Mandate at the extraordinary general
meeting of shareholders held in 2015, the Share Purchase Mandate renewed at the extraordinary general meeting
will expire on the date of the 2016 annual general meeting. Accordingly, we are submitting this proposal to seek
approval from our shareholders at the annual general meeting for another renewal of the Share Purchase Mandate.
Pursuant to the Singapore Companies Act, share repurchases under our share repurchase plans were subject to an
aggregate limit of 20% of our issued ordinary shares outstanding as of the date of the extraordinary general
meeting held on August 20, 2015. On August 20, 2015 and December 14, 2015, the Board, in two respective
tranches, authorized the repurchase of up to an aggregate of $500 million of ordinary shares of the Company.
Until the 2016 annual general meeting, any repurchases would be made under the Share Purchase Mandate
renewed at the extraordinary general meeting held in 2015. Commencing on the date of the 2016 annual general
meeting, any repurchases may only be made if the shareholders approve the renewal of the Share Purchase
Mandate at the annual general meeting. The share purchase program does not obligate the Company to repurchase
any specific number of shares and may be suspended or terminated at any time without prior notice.
If renewed by shareholders at the annual general meeting, the authority conferred by the Share Purchase
Mandate will, unless varied or revoked by our shareholders at a general meeting, continue in force until the earlier
of the date of the 2017 annual general meeting or the date by which the 2017 annual general meeting is required
by law to be held. The 2017 annual general meeting is required to be held 15 months after the date of the 2016
annual general meeting or six months after the date of our 2017 fiscal year end, whichever is earlier (except that
Singapore law allows for a one-time application for an extension of up to a maximum of two months to be made
with the Singapore Accounting and Corporate Regulatory Authority).
The authority and limitations placed on our share purchases or acquisitions under the proposed Share
Purchase Mandate, if renewed at the annual general meeting, are summarized below.
Limit on Allowed Purchases
We may only purchase or acquire ordinary shares that are issued and fully paid up. The prevailing limitation
under the Singapore Companies Act that is currently in force does not permit us to purchase or acquire more than
20% of the total number of our issued ordinary shares outstanding at the date of the annual general meeting. Any
of our ordinary shares which are held as treasury shares will be disregarded for purposes of computing this 20%
limitation.
We are seeking approval for our Board of Directors to authorize the purchase or acquisition of our issued
ordinary shares not exceeding 20% of our total number of issued ordinary shares outstanding as of the date of the
passing of this proposal (excluding any ordinary shares which are held as treasury shares as at that date).
Purely for illustrative purposes, on the basis of 546,324,035 issued ordinary shares outstanding as of
June 27, 2016, and assuming no additional ordinary shares are issued or repurchased on or prior to the date of the
annual general meeting, based on the prevailing 20% limit, we would be able to purchase not more than
109,264,607 issued ordinary shares pursuant to the proposed renewal of the Share Purchase Mandate.
During fiscal year 2016, we repurchased approximately 37.3 million shares for an aggregate purchase value
of approximately $412.8 million under the Share Purchase Mandate and retired all of these shares. As of June 27,
2016, we had 546,324,035 shares outstanding.
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Duration of Share Purchase Mandate
Purchases or acquisitions of ordinary shares may be made, at any time and from time to time, on and from
the date of approval of the Share Purchase Mandate up to the earlier of:
• the date on which our next annual general meeting is held or required by law to be held; or
• the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by our
shareholders at a general meeting.
Manner of Purchases or Acquisitions of Ordinary Shares
Purchases or acquisitions of ordinary shares may be made by way of:
• market purchases on the NASDAQ Global Select Market or any other stock exchange on which our
ordinary shares may for the time being be listed and quoted, through one or more duly licensed dealers
appointed by us for that purpose; and/or
• off-market purchases (if effected other than on the NASDAQ Global Select Market or, as the case may
be, any other stock exchange on which our ordinary shares may for the time being be listed and quoted),
in accordance with an equal access scheme as prescribed by the Singapore Companies Act.
If we decide to purchase or acquire our ordinary shares in accordance with an equal access scheme, our
directors may impose any terms and conditions as they see fit and as are in our interests, so long as the terms are
consistent with the Share Purchase Mandate, the applicable rules of Nasdaq, the provisions of the Singapore
Companies Act and other applicable laws. In addition, an equal access scheme must satisfy all of the following
conditions:
• offers for the purchase or acquisition of ordinary shares must be made to every person who holds
ordinary shares to purchase or acquire the same percentage of their ordinary shares;
• all of those persons must be given a reasonable opportunity to accept the offers made; and
• the terms of all of the offers must be the same (except differences in consideration that result from offers
relating to ordinary shares with different accrued dividend entitlements and differences in the offers
solely to ensure that each person is left with a whole number of ordinary shares).
Purchase Price
The maximum purchase price (excluding brokerage commission, applicable goods and services tax and
other related expenses of the purchase or acquisition) to be paid for each ordinary share will be determined by our
directors. The maximum purchase price to be paid for the ordinary shares as determined by our directors must not
exceed:
• in the case of a market purchase, the highest independent bid or the last independent transaction price,
whichever is higher, of our ordinary shares quoted or reported on the NASDAQ Global Select Market or,
as the case may be, any other stock exchange on which our ordinary shares may for the time being be
listed and quoted, or shall not exceed any volume weighted average price, or other price determined
under any pricing mechanism, permitted under SEC Rule 10b-18, at the time the purchase is effected;
and
• in the case of an off-market purchase pursuant to an equal access scheme, 150% of the “Prior Day Close
Price” of our ordinary shares, which means the closing price of an ordinary share as quoted on the
NASDAQ Global Select Market or, as the case may be, any other stock exchange on which our ordinary
shares may for the time being be listed and quoted, on the day immediately preceding the date on which
we announce our intention to make an offer for the purchase or acquisition of our ordinary shares from
holders of our ordinary shares, stating therein the purchase price (which shall not be more than the
maximum purchase price calculated on the foregoing basis) for each ordinary share and the relevant
terms of the equal access scheme for effecting the off-market purchase.
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Treasury Shares
Under the Singapore Companies Act, ordinary shares purchased or acquired by us may be held as treasury
shares. Some of the provisions on treasury shares under the Singapore Companies Act are summarized below.
Maximum Holdings. The number of ordinary shares held as treasury shares may not at any time exceed
10% of the total number of issued ordinary shares.
Voting and Other Rights. We may not exercise any right in respect of treasury shares, including any right to
attend or vote at meetings and, for the purposes of the Singapore Companies Act, we shall be treated as having no
right to vote and the treasury shares shall be treated as having no voting rights. In addition, no dividend may be
paid, and no other distribution of our assets may be made, to the Company in respect of treasury shares, other
than the allotment of ordinary shares as fully paid bonus shares. A subdivision or consolidation of any treasury
share into treasury shares of a greater or smaller amount is also allowed so long as the total value of the treasury
shares after the subdivision or consolidation is the same as before the subdivision or consolidation, respectively.
Disposal and Cancellation. Where ordinary shares are held as treasury shares, we may at any time:
• sell the treasury shares for cash;
• transfer the treasury shares for the purposes of or pursuant to any share scheme, whether for employees,
directors or other persons;
• transfer the treasury shares as consideration for the acquisition of shares in or assets of another company
or assets of a person;
• cancel the treasury shares; or
• sell, transfer or otherwise use the treasury shares for such other purposes as may be prescribed by the
Minister for Finance of Singapore.
Sources of Funds
Only funds legally available for purchasing or acquiring ordinary shares in accordance with our Constitution
and the applicable laws of Singapore shall be used. We intend to use our internal sources of funds and/or
borrowed funds to finance any purchase or acquisition of our ordinary shares. Our directors do not propose to
exercise the Share Purchase Mandate in a manner and to such an extent that would materially affect our working
capital requirements.
The Singapore Companies Act permits us to purchase or acquire our ordinary shares out of our capital
and/or profits. Acquisitions or purchases made out of capital are permissible only so long as we are solvent for
the purposes of Section 76F(4) of the Singapore Companies Act. A company is solvent if, at the date of the
payment made in consideration of the purchase or acquisition (which shall include any expenses—including
brokerage or commission) the following conditions are satisfied: (a) there is no ground on which the company
could be found unable to pay its debts; (b) if it is not intended to commence winding up of the company, the
company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of
the payment; and (c) the value of the company’s assets is not less than the value of its liabilities (including
contingent liabilities) and will not, after the proposed purchase or acquisition, become less than the value of its
liabilities (including contingent liabilities).
Status of Purchased or Acquired Ordinary Shares
Any ordinary share that we purchase or acquire will be deemed cancelled immediately on purchase or
acquisition, and all rights and privileges attached to such ordinary share will expire on cancellation (unless such
ordinary share is held by us as a treasury share). The total number of issued shares will be diminished by the
number of ordinary shares purchased or acquired by us and which are not held by us as treasury shares.
We will cancel and destroy certificates in respect of purchased or acquired ordinary shares as soon as
reasonably practicable following settlement of any purchase or acquisition of such ordinary shares.
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Financial Effects
Our net tangible assets and the consolidated net tangible assets of our subsidiaries will be reduced by the
purchase price (including any expenses) of any ordinary shares purchased or acquired and cancelled or held as
treasury shares. We do not anticipate that the purchase or acquisition of our ordinary shares in accordance with
the Share Purchase Mandate would have a material impact on our consolidated financial condition and cash
flows.
The financial effects on us and our group (including our subsidiaries) arising from purchases or acquisitions
of ordinary shares which may be made pursuant to the Share Purchase Mandate will depend on, among other
things, whether the ordinary shares are purchased or acquired out of our profits and/or capital, the number of
ordinary shares purchased or acquired, the price paid for the ordinary shares and whether the ordinary shares
purchased or acquired are held in treasury or cancelled.
Under the Singapore Companies Act, purchases or acquisitions of ordinary shares by us may be made out of
profits and/or our capital so long as the Company is solvent.
Our purchases or acquisitions of our ordinary shares may be made out of our profits and/or our capital.
Where the consideration (including any expenses) paid by us for the purchase or acquisition of ordinary shares is
made out of our profits, such consideration (including any expenses such as brokerage or commission) will
correspondingly reduce the amount available for the distribution of cash dividends by us. Where the consideration
that we pay for the purchase or acquisition of ordinary shares is made out of our capital, the amount available for
the distribution of cash dividends by us will not be reduced. To date, we have not declared any cash dividends on
our ordinary shares.
Rationale for the Share Purchase Mandate
We believe that a renewal of the Share Purchase Mandate at the annual general meeting will benefit our
shareholders by providing our directors with appropriate flexibility to repurchase ordinary shares if the directors
believe that such repurchases would be in the best interests of our shareholders. Our decision to repurchase our
ordinary shares from time to time will depend on our continuing assessment of then-current market conditions,
our need to use available cash to finance acquisitions and other strategic transactions, the level of our debt and the
terms and availability of financing.
Take-Over Implications
If, as a result of our purchase or acquisition of our issued ordinary shares, a shareholder’s proportionate
interest in the Company’s voting capital increases, such increase will be treated as an acquisition for the purposes
of The Singapore Code on Take-overs and Mergers. If such increase results in a change of effective control, or, as
a result of such increase, a shareholder or a group of shareholders acting in concert obtains or consolidates
effective control of the Company, such shareholder or group of shareholders acting in concert with a director
could become obliged to make a take-over offer for the Company under Rule 14 of The Singapore Code on
Take-overs and Mergers.
The circumstances under which shareholders (including directors and persons acting in concert with them
respectively) will incur an obligation to make a take-over offer are set forth in Rule 14 of The Singapore Code on
Take-overs and Mergers, Appendix 2. The effect of Appendix 2 is that, unless exempted, shareholders will incur
an obligation to make a take-over offer under Rule 14 if, as a result of the Company purchasing or acquiring our
issued ordinary shares, the voting rights of such shareholders would increase to 30% or more, or if such
shareholders hold between 30% and 50% of our voting rights, the voting rights of such shareholders would
increase by more than 1% in any period of six months. Shareholders who are in doubt as to their obligations, if
any, to make a mandatory take-over offer under The Singapore Code on Take-overs and Mergers as a result of any
share purchase by us should consult the Securities Industry Council of Singapore and/or their professional
advisers at the earliest opportunity.
The Board recommends a vote “FOR” the resolution
to approve the proposed renewal of the Share Purchase Mandate.
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PROPOSAL NO. 7:
SPECIAL RESOLUTION TO APPROVE NAME CHANGE FROM
FLEXTRONICS INTERNATIONAL LTD. TO FLEX LTD.
Background
Our shareholders are being asked to approve the change of the Company’s name from Flextronics
International Ltd. to Flex Ltd.
Over the past few years, we have seen an increased level of diversification by many companies, primarily in
the technology sector. 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.
As such, we introduced our new brand and website to help us more efficiently manage our business
opportunities and explain our new product and service offerings. We shortened our brand name from Flextronics
to “Flex” to signify that our business continues to evolve past the boundaries and confines of electronics alone.
With the expansion and diversification of our business and product and service offerings, the Board believes that
the proposed change of name will more appropriately reflect the new corporate image and reflect the Company’s
strategy and future development.
Contingent upon obtaining the approval from (i) the Registrar of Companies (the Accounting and Corporate
Regulatory Authority of Singapore); and (ii) our shareholders, the Company shall adopt Flex Ltd. as its new name
with effect from the date upon which this resolution is filed with the Accounting and Corporate Regulatory
Authority of Singapore. Accordingly, if Proposal No. 7 is approved by our shareholders, the name “Flex Ltd.” will
be substituted for “Flextronics International Ltd.” wherever the latter name appears in the new Constitution of the
Company, provided that Proposal No. 8 is approved, provided further that if Proposal No. 8 is not approved, the
name of “Flex Ltd.” will be substituted for “Flextronics International Ltd.” wherever the latter name appears in
our existing Constitution.
Shareholders should note that notwithstanding the proposed change of name, the Company will not recall
any existing share certificates of the Company from shareholders and the rights of shareholders holding
certificated shares under currently outstanding share certificates and the number of shares represented by those
certificates shall remain unchanged. No further action is required on the part of our shareholders in respect of
their existing share certificates.
The Board recommends a vote “FOR”
the special resolution to approve the name change from Flextronics International Ltd. to Flex Ltd.
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PROPOSAL NO. 8:
SPECIAL RESOLUTION TO APPROVE ADOPTION OF NEW CONSTITUTION
Background
Our shareholders are being asked to approve the adoption of a new constitution (the “New Constitution”).
The Singapore Companies Act (Amendment) Act 2014 (the “Amendment Act”), which became effective in
phases on July 1, 2015 and January 3, 2016, introduced key changes to the Singapore Companies Act (the
“Companies Act”). If approved, the New Constitution will amend the Memorandum and Articles of Association
of the Company which were in force immediately before January 3, 2016 and which were statutorily merged into
a single document known as the Constitution (the “Existing Constitution”) by operation of the Amendment Act
without any action being taken by the Company. The New Constitution will incorporate amendments to take into
account the changes to the Companies Act introduced pursuant to the Amendment Act and address the personal
data protection regime in Singapore (which came into force in 2012).
Key changes introduced by the Amendment Act included, among other things:
• the merging of the memorandum and articles of association of a company into one document called the
“Constitution”;
• reducing the threshold of eligibility to demand a poll from 10% to 5% of the total voting rights of the
shareholders having the right to vote at the meeting or of the total sum paid on all the shares conferring
that right; and
• facilitating the electronic transmission of notices and documents.
Our proposed New Constitution contains articles and provisions which need to be expressly incorporated as
a result of certain changes made pursuant to the Amendment Act in order for the Company and our shareholders
to benefit from certain changes such as putting in place a framework to facilitate the electronic dissemination of
notices and documents. The changes to the Amendment Act aim to reduce regulatory burden on companies and
provide for greater business flexibility. In addition, we are proposing that our shareholders approve the adoption
of the New Constitution to modernize and streamline certain provisions to be more consistent with the Companies
Act, as amended. Finally, the proposed New Constitution includes the re-wording of a number of provisions in
order to improve clarity and readability.
The full text of the New Constitution is set forth as Annex A to this proxy statement. The following
description of the proposed changes from our Existing Constitution reflected in the New Constitution is only a
summary and is qualified in its entirety by reference to the complete text of the proposed changes, which is
shown in Annex A to this proxy statement. You are urged to read the text of Annex A in its entirety.
Proposal
The following information summarizes the material modifications to our Existing Constitution relating to
(i) the changes made by the Amendment Act and (ii) other modifications consisting of a more general nature.
Changes Relating to the Amendment Act
The proposed changes to our Existing Constitution relating to the changes made by the Amendment Act
include:
• modification of Article 2 of the Existing Constitution (Interpretation) (Article 1 of the New Constitution)
to:
• clarify that “registered address” or “address”, in relation to any “Member”, means his physical address
for the service or delivery of notices or documents personally or by post, except where otherwise
specified in the Constitution;
• revise the definition of “writing”, “written” and “in writing” to clarify that these expressions include
any representation or reproduction of words, symbols or other information which may be displayed in
visible form, whether physical or electronic. This would facilitate, for example, a proxy instrument
being in either physical or electronic form; and
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• provide a new provision stating that “current address” and “electronic communication” shall have the
meanings ascribed to them respectively in the Companies Act to allow for the facilitation of electronic
communication;
• modification of Article 7 of the Existing Constitution (Articles 9 and 10 of the New Constitution) to
provide that new shares may be issued for no consideration in line with new Section 68 of the Companies
Act, which clarifies the position that a company having a share capital may issue shares for no
consideration;
• modification of Article 17 of the Existing Constitution (Article 19 of the New Constitution) to remove
the requirement to disclose the amount paid on the shares in the share certificate pursuant to the
Amendment Act;
• modifications of Article 48 of the Existing Constitution (Article 48 of the New Constitution) to allow the
Company (i) to convert its share capital or any class of shares from one currency to another currency in
line with the Amendment Act, which sets out procedures for such re-denomination, and (ii) to convert
one class of shares into another class of shares in line with the Amendment Act, which sets out
procedures for such conversions;
• modifications of Article 58 of the Existing Constitution (Article 58 of the New Constitution), which
relates to the routine business that is transacted at an annual general meeting, to:
• substitute the references to “balance sheet” with “financial statements”, and references to “reports of
the Directors” with “Directors’ statement”, for consistency with the updated terminology in the
Companies Act; and
• expand the routine business items to include, in addition to the re-appointment of the retiring auditor,
the appointment of a new auditor;
• modification of Article 64 of the Existing Constitution (Article 64 of the New Constitution), which
relates to the method of voting at a general meeting, to reduce the threshold for eligibility to demand a
poll from 10% to 5% of the total voting rights of the shareholders having the right to vote at the meeting
or of the total sum paid up on all the shares conferring that right. The Amendment Act has reduced the
threshold for eligibility to demand a poll from 10% to 5% of the total voting rights of the shareholders
having the right to vote at the meeting or of the total sum paid up on all the shares conferring that right.
The modification to Article 64 is therefore to ensure that the New Constitution does not conflict with the
requirements of Section 178(1)(b) of the Companies Act, as amended pursuant to the Amendment Act, as
otherwise, any conflict with the requirements of the amended section 178(1)(b) would render this article
void. The effect of this change is to lower the bar for entitling shareholders to demand a poll. This change
should not have any substantive effect as the Company’s historical practice is that the chairman of the
meeting demands a poll in order to enable the ordinary shares represented in person by proxy to be
counted for voting purposes;
• addition of Article 87(C) of the New Constitution to provide that the provisions of Article 87, which
relate to the power of directors to hold office of profit and to contract with the Company, and the
disclosure obligations under Section 156 of the Companies Act in respect of transactions or proposed
transactions with the Company or of any office held or property possessed by a director, will, where
applicable, apply with the requisite modifications to the Chief Executive Officer;
• modification of Article 94(iv) of the Existing Constitution (Article 93(d) of the New Constitution) to
additionally provide that a director shall cease to hold office if he shall have a bankruptcy order made
against him or if he shall make any arrangement or composition with his creditors generally;
• modification of Article 97 of the Existing Constitution (Article 96 of the New Constitution) to remove
the event of a director attaining any applicable retiring age as an exception to a deemed re-election to
office, following the repeal of Section 153 of the Companies Act which previously prohibited the
appointment of a person of or above 70 years of age as a director of a public company or a subsidiary of
a public company unless his appointment or re-appointment is passed by ordinary resolution at an annual
general meeting of the Company;
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• modification of Article 112 of the Existing Constitution (Article 111 of the New Constitution) to clarify
that the business of the Company is to be managed by or, additionally, under the direction or supervision
of, the directors;
• modification of Articles 118, 140 and 141 of the Existing Constitution (Articles 117, 138 and 139 of the
New Constitution) to update/substitute the references to the Company’s “accounts”, “profit and loss
account(s)” and Directors’ “reports” with references to “financial statements” and Directors’
“statements”, for consistency with the updated terminology in the Companies Act;
• modification of Article 136 of the Existing Constitution (Article 134 of the New Constitution) to reflect
that the Company is no longer required to keep a register of directors, managers, secretaries and auditors;
• modification of Article 145 of the Existing Constitution (Article 143 of the New Constitution) to facilitate
the electronic transmission of notices and documents, following the introduction of simplified procedures
for such electronic transmission, while including certain safeguards for the use of the deemed and implied
consent regimes. There is deemed consent if the constitution (a) provides for the use of electronic
communications and specifies the mode of electronic communications, and (b) specifies that shareholders
will be given an opportunity to elect, within a specified period of time, whether to receive electronic or
physical copies of such notices and documents, and the shareholder fails to make an election within the
specified period of time. There is implied consent if the constitution (a) provides for the use of electronic
communications and specifies the mode of electronic communications, and (b) specifies that shareholders
agree to receive such notices or documents by way of electronic communications and do not have a right
to elect to receive physical copies of such notices and documents.
In particular:
(i) article 143(B) provides that notices and documents may be sent to shareholders using electronic
communications either to a shareholder’s current address (which may be an email address) or by
making it available on a website;
(ii) article 143(C) provides that for these purposes, a shareholder is deemed to have agreed to receive
such notice or document by way of electronic communications and shall not have a right to elect to
receive a physical copy of such notice or document (this is the implied consent regime permitted
under the new section 387C); and
(iii) article 143(D) provides that the directors may in their discretion, nonetheless give a shareholder an
opportunity to elect to opt out of receiving such notice or document by way of electronic
communications, and a shareholder is deemed to have consented to receive such notice or document
by way of electronic communications if he was given such an opportunity but failed to opt out
within the specified time (this is the deemed consent regime permitted under the new section 387C);
Notwithstanding the foregoing, if the Company has a registered class of security under Section 12 of the
United States Securities Exchange Act of 1934, as amended, any manner of furnishing notices and
documents using electronic communications must comply with applicable rules of the United States
Securities and Exchange Commission, including Rule 14a-16 under the United States Securities Exchange
Act of 1934.
Article 143(E) additionally provides for when service is effected in the case of notices or documents sent
by electronic communications. In particular, where a notice or document is made available on a website, it
is deemed served on the date on which the notice or document is first made available on the website,
unless otherwise provided under the Companies Act and/or other applicable regulations or procedures.
Further, under article 143(F), in the case of service on a website, the Company must give separate notice
of the publication of the notice or document on that website and the manner in which the notice or
document may be accessed by (1) sending such separate notice to shareholders personally or by post,
and/or (2) sending such separate notice to shareholders’ current addresses (which may be email addresses).
Under new regulation 89D of the Companies Regulations, notices or documents relating to take-over
offers and rights issues are excluded from the application of section 387C and therefore cannot be
transmitted by electronic means pursuant to section 387C;
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• modification of Article 155 of the Existing Constitution (Article 152 of the New Constitution) to expand
the indemnification of directors to permit the Company to indemnify a director against losses “to be
incurred” by him in the execution of his duties. This is in line with new sections 163A and 163B of the
Companies Act, which permit a company to lend, on specified terms, funds to a director for meeting
expenditures incurred “or to be incurred” by him in defending court proceedings or regulatory
investigations; and
• addition of Article 154 of the New Constitution to conform with Singapore law requirements and to
specify the purposes for which the Company and/or its agents and service providers would collect, use
and disclose personal data of shareholders and their appointed proxies or representatives to comply with
the Personal Data Protection Act 2012, which came into force in Singapore in 2012.
Other Substantive Changes
Other proposed changes to our Existing Constitution include:
• Deletion of the existing objects clauses from the Existing Constitution and substituting them with a
general provision in Article 4 of the New Constitution providing that the Company has full capacity to
carry on or undertake any business or activity, do any act or enter into any transaction, and with full
rights, powers and privileges to do so, subject to the law and the provisions of the Constitution;
• modifications of Articles 2, 17, 43, 113(a) and 117 of the Existing Constitution (Articles 1, 19, 45,
112(A) and 116 of the New Constitution) to (i) revise the definition of “Seal” to clarify that “Seal” refers
to the common seal of the Company or in the appropriate cases the duplicate seal only and does not
include the official seal of the Company and (ii) make consequential amendments to terminology
accordingly;
• modification of Article 17 of the Existing Constitution (Article 19 of the New Constitution) to clarify
that the affixation of the official seal shall bear the autographic or facsimile signature of any person
authorized by the directors. The authorization will be exercised by the directors in a manner consistent
with Section 41(7) of the Companies Act;
• modification of Articles 20(c), 72, 80 and 94(v) of the Existing Constitution (Articles 22(C), 72, 80 and
93(e) of the New Constitution) to substitute the references to insane persons and persons of unsound
mind with references to persons who are mentally disordered and incapable of managing himself or his
affairs, following the enactment of the Singapore Mental Health (Care and Treatment) Act, Cap. 178A,
which repealed and replaced the Singapore Mental Disorders and Treatment Act;
• modification of Article 64 of the Existing Constitution (Article 64 of the New Constitution) to remove
the prohibition on demanding a poll on the election of the chairman of the meeting or on a question of
adjournment;
• modification of Article 70 of the Existing Constitution (Article 70 of the New Constitution) to clarify
that where a shareholder is represented by two proxies, only one of the two proxies as determined by that
shareholder or, failing such determination, by the chairman of the meeting (or by a person authorized by
him) in his sole discretion, shall be entitled to vote on a show of hands;
• modification of Articles 76 and 78 of the Existing Constitution (Articles 76 and 78 of the New
Constitution) to facilitate the appointment of proxies through electronic means online, and to
accommodate the deposit by shareholders and receipt by the Company of electronic proxy instructions by
shareholders who elect to use the electronic appointment process. Article 76 provides that a shareholder
can elect to signify his approval for the appointment of a proxy via electronic communication through
such method and in such manner as may be approved by the directors, in lieu of the present requirement
of signing, or where applicable, the affixation of the corporate shareholder’s common seal. Article 78,
which relates to the deposit of proxies, has new provisions which authorize the directors to prescribe and
determine the manner of receipt by the Company of the instrument appointing a proxy through digital
means;
• modification of Article 78 of the Existing Constitution (Article 78(A) of the New Constitution) to clarify
that although an instrument appointing a proxy or the power of attorney or other authority is, in default,
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not treated as valid for not being deposited in the manner prescribed in Article 78, the directors can
nonetheless determine such instruments to be valid;
• modification of Article 79 of the Existing Constitution (Article 79 of the New Constitution) to provide
that the instrument appointing a proxy, in the prescribed form or such other form as the directors may
accept, shall be deemed to include the right to move an amendment to any resolution in addition to
demanding or joining in demanding a poll and to speak at the meeting;
• modification of Article 81 of the Existing Constitution (Article 81 of the New Constitution) to clarify
that any corporation that is a shareholder of the Company and that authorizes any person as its
representative at any meeting of the Company, shall for the purposes of the Constitution be deemed to be
present in person at any such meeting if the person so authorized is present thereat; and
• modification of Article 117(b) of the Existing Constitution (Article 116(C) of the New Constitution) to
clarify that the affixation of an official seal of the Company need not comply with the signatory
requirements prescribed by Article 116(B) and need only comply with the execution formalities under the
Companies Act.
Please also see the summary on Article 145 of the Existing Constitution under the heading “Changes
Relating to the Amendment Act” for more information on the changes to facilitate the electronic transmission of
notices and documents.
The Board recommends a vote “FOR”
the approval of the adoption of the Company’s New Constitution.
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PART III—ADDITIONAL INFORMATION
EXECUTIVE OFFICERS
The names, ages and positions of our executive officers as of June 27, 2016 are as follows:
Name
Age Position
Michael M. McNamara
Christopher Collier
Francois P. Barbier
Jonathan S. Hoak(1)
Paul Humphries
David Bennett
59 Chief Executive Officer
48 Chief Financial Officer
57 President, Global Operations and Components
67 Executive Vice President and General Counsel
61 President, High Reliability Solutions
46 Chief Accounting Officer
(1) Mr. Hoak retired from his position of Executive Vice President and General Counsel effective June 30, 2016.
Michael M. McNamara. Mr. McNamara has served as a member of our Board of Directors since
October 2005, and as our Chief Executive Officer since January 1, 2006. Prior to his appointment as Chief
Executive Officer, Mr. McNamara served as our Chief Operating Officer from January 2002 until January 2006,
as President, Americas Operations from April 1997 through December 2001, and as Vice President, North
American Operations from April 1994 to April 1997. Mr. McNamara also serves on the board of Workday, Inc.
and is on the Advisory Board of Tsinghua University School of Economics and Management. Mr. McNamara
previously served on the boards of Delphi Automotive LLP and MEMC Electronic Materials, Inc.
Christopher Collier. Mr. Collier has served as our Chief Financial Officer since May 3, 2013. He served as
our Senior Vice President, Finance from December 2004 to May 2013 and our Principal Accounting Officer from
May 2007 to July 2013. Prior to his appointment as Senior Vice President, Finance in 2004, Mr. Collier served as
Vice President, Finance and Corporate Controller since he joined us in April 2000. Mr. Collier is a certified
public accountant and he received a B.S. in Accounting from State University of New York at Buffalo.
Francois P. Barbier. Mr. Barbier has served as our President, Global Operations and Components since
February 2012. Prior to holding this position, Mr. Barbier served as our President, Global Operations since
June 2008. Prior to his appointment as President, Global Operations, Mr. Barbier was President of Special
Business Solutions and has held a number of executive management roles in Flex Europe. Prior to joining Flex in
2001, Mr. Barbier was Vice President of Alcatel Mobile Phone Division. Mr. Barbier holds an Engineering degree
in Production from Couffignal School in Strasbourg.
Jonathan S. Hoak. Mr. Hoak has served as our Executive Vice President and General Counsel since
January 31, 2011. Prior to joining Flex, Mr. Hoak was vice president and chief ethics and compliance officer at
Hewlett-Packard Company from October 2006 to January 2011. Prior to his service at HP, Mr. Hoak was senior
vice president and general counsel for NCR Corporation from December 1993 until May 2006. Mr. Hoak was
previously general attorney for AT&T’s Federal Systems Division and was also a partner at the law firm of
Sidley & Austin. Mr. Hoak has a Juris Doctor from Drake University and undergraduate degree from the
University of Colorado.
Paul Humphries. Mr. Humphries has served as our President, High Reliability Solutions since April 2011.
From April 2012 to November 2012 and April 2011 to September 2011, he served as our President, High
Reliability Solutions and as our Executive Vice President of Human Resources. From April 2006 to April 2011,
Mr. Humphries served as our Executive Vice President of Human Resources. Mr. Humphries holds a BA (Hons)
in Applied Social Studies from Lanchester Polytechnic (now Coventry University) and post-graduate certification
in human resource management from West Glamorgan Institute of Higher Education. Mr. Humphries serves as a
director of Superior Industries International, Inc. and Chairman of the board of directors of the Silicon Valley
Education Foundation.
David Bennett. Mr. Bennett has served as our Principal Accounting Officer since July 24, 2013. Mr. Bennett
served as Vice President, Finance from 2009 and Corporate Controller from 2011. Prior to joining us in 2005, he
was a Senior Manager at Deloitte and Touche LLP. Mr. Bennett is a certified public accountant and earned a B.S in
Business and Administration with an emphasis in Accounting and Finance from the University of Colorado Boulder.
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COMPENSATION COMMITTEE REPORT
The information contained under this “Compensation Committee Report” shall not be deemed to be “soliciting
material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filings
under the Securities Act or under the Exchange Act, or be subject to the liabilities of Section 18 of the Exchange Act,
except to the extent that we specifically incorporate this information by reference into any such filing.
The Compensation Committee of the Board of Directors of the Company has reviewed and discussed with
management the Compensation Discussion and Analysis that follows this report. Based on this review and
discussion, the Compensation Committee recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in the Company’s proxy statement for the 2016 annual general meeting of
shareholders.
Submitted by the Compensation Committee of the Board of Directors:
Daniel H. Schulman
Michael D. Capellas
Willy C. Shih, Ph.D.
Introduction
COMPENSATION DISCUSSION AND ANALYSIS
In this Compensation Discussion and Analysis (CD&A) section, we discuss the material elements of our
compensation programs and policies, including our overall compensation philosophy, program objectives and how
and why the Compensation Committee of our Board arrived at specific compensation policies and decisions
involving our Named Executive Officers (NEOs). The fiscal year 2016 compensation of our NEOs is provided in
the Summary Compensation Table and other compensation tables in this Proxy Statement. These officers and
their titles as of the end of fiscal year 2016 are:
Name Position
Michael M. McNamara Chief Executive Officer
Christopher Collier Chief Financial Officer
Francois P. Barbier President, Global Operations and Components
Jonathan S. Hoak(1) Executive Vice President and General Counsel
Paul Humphries President, High Reliability Solutions
(1) Mr. Hoak retired from his position of Executive Vice President and General Counsel effective June 30, 2016.
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This CD&A is organized into the following key sections:
• Executive Summary;
• Compensation Philosophy;
• Compensation Setting Process and Decisions for Fiscal Year 2016; and
• Fiscal Year 2016 Executive Compensation
Executive Summary
Business Overview
Flex is a leading end-to-end supply chain solutions company that delivers innovative design, engineering,
manufacturing and logistics services to a range of industries and end-markets, including data networking,
telecom, enterprise computing and storage, industrial, capital equipment, appliances, automation, medical,
automotive, aerospace and defense, energy, mobile, computing and other product categories.
In fiscal year 2016, we continued to reorganize and rebalance our business portfolio in order to align with
our customers’ needs and requirements as part of an effort to optimize operating results. In particular, we
continued to move our long-term portfolio towards a mix of businesses which possess longer product life cycles
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and higher margins, such as our Industrial and Emerging Industries (IEI) and High Reliability Solutions (HRS)
businesses. Concurrently, we are also shifting away from customer solutions that have more short-term volatility
and lower margins. This business transformation positions us to meet specific customers’ supply chain solutions
needs across all of the markets we serve, yield margin improvement, earn a return on our invested capital above
the weighted-average cost of that capital, and take advantage of the long-term, future growth prospects for
outsourcing of advanced manufacturing capabilities, design and engineering services, and after-market services.
Another aspect of our business transformation strategy has been to make targeted investments in technologies and
businesses that are complementary to our core business but that represent high growth opportunities with
attractive profit margins. The shift away from certain parts of our business limited our short-term top-line growth
and created negative year-over-year comparisons on some financial metrics, though it places us in a better
position to capitalize on long-term revenue growth and enhanced returns on investment and cash flow.
Performance Highlights For Fiscal Year 2016
We delivered solid results in fiscal year 2016 in the face of significant external and internal challenges,
though final performance was somewhat below our targeted objectives. Several macro-economic factors such as
ongoing growth challenges in Europe, a slowdown in Chinese growth, and a high degree of uncertainty about
interest rate and stimulus policies acted as a brake on overall global manufacturing activity and created volatility
in global stock prices. Internally, we continued on our business transformation journey during FY16 through
which we are reorganizing and rebalancing our business portfolio. As a result of an improved cost structure and
our strategic business transformation, we delivered solid operating results in fiscal year 2016 and executed on key
strategic priorities, including acquisitions of NEXTracker, Mirror Controls International and Wink Labs, Inc. to
expand our innovative offerings, though some results represent year-over-year declines due to our business
transformation activities. Highlights include:
• Gross profit totaled $1.6 billion, an increase of 4.1% compared to the prior year.
• Gross margin increased to 6.6% of net sales in fiscal year 2016, compared with 5.9% of net sales in
fiscal year 2015.
• We generated operating cash flows of $1.1 billion during the year. The strong cash flow generated from
our operations enabled us to return value to shareholders with the repurchase of $420.3 million of our
shares paid in fiscal year 2016.
• We maintained strong sustainable free cash flow.
• We had some less favorable year-over-year financial result comparisons due to our business
transformation, though these actions are positioning the Company for enhanced future results.
• We reported net sales of $24.4 billion, a decrease of 6.6% compared to the prior year.
• Diluted earnings per share for the year were $0.79, a decrease of 22.5%.
With the results noted above, our stock price declined 4.9% from $12.68 at the end of fiscal year 2015 to
$12.06 at the end of fiscal year 2016. While we are disappointed in the overall decrease in absolute value, we
believe we have delivered solid long-term shareholder value creation despite the challenging business
environment during fiscal year 2016. Flex’s total shareholder return (TSR) from fiscal year 2014 through the end
of fiscal year 2016 (3-year return) was an annualized 21.3%, or above the 80th percentile of our peer group. This
represents an annualized return that is nearly 10% ahead of the S&P 500 over the same period, demonstrating
strong absolute and relative shareholder value creation over a multi-year time period.
Pay and Performance Alignment For Fiscal Year 2016
As noted above, we delivered solid operating and shareholder results during fiscal year 2016, though final
performance was somewhat below our targeted levels. Our compensation philosophy is to reward above-target
performance when achieved, and pay zero or below target when favorable results are not delivered. In line with
our fiscal year 2016 performance, Flex’s NEOs earned short-term incentive awards that recognize our solid
financial performance, as well as the fact that we did not fully achieve our targeted performance goals. Highlights
include the following:
• Maintained the CEO’s base salary with no increase, positioned approximately at the peer median.
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• Provided modest base salary increases to other NEOs, though overall salary positioning continued to be
approximately at our peer group median.
• The CEO earned a below-target short-term incentive payout of 81.3% of target, and the average payouts
for our other NEOs were also below the targeted level at 92.6% of target.
• Paid out the long-term performance share unit cycles during fiscal year 2016 at 138% and 129% of target
in May 2015 and June 2015, respectively, based upon results that were above target over the multi-year
performance cycle from fiscal year 2012 through fiscal year 2016.
• Funded the NEOs’ deferred compensation plans with a value that averaged about 37.5% of our NEOs’
respective base salaries based on fiscal year 2015 results.
• Continued to use fiscal year 2016 long-term incentive grants that balance relative TSR performance share
units (PSUs) with a long-term incentive plan (LTIP) that measures cumulative free cash flow (FCF) over
a multi-year period (from fiscal year 2016 through fiscal year 2018).
• Elementum: Granted modest profits interests unit value awards to certain executives who have been
making significant contributions to our Elementum business (see details in the Fiscal Year 2016
Compensation section below).
Prior Say on Pay Advisory Vote Results, Shareholder Engagement, and Pay Program Changes
We provided shareholders with a “say on pay” advisory vote on executive compensation at our 2015 Annual
General Meeting held on August 20, 2015. The advisory vote received the support of 93% of the votes cast at the
General Meeting. We believe the level of support at our 2015 Annual General Meeting reflects ongoing institutional
shareholder outreach efforts and the continuing efforts to align our executive compensation with shareholder
interests. We plan to hold a “say on pay” advisory vote on an annual basis. Based on the favorable prior say on pay
results, shareholder feedback on existing programs, and our review of the alignment of the pay program design with
business results, we continued the structure of our fiscal year 2015 compensation programs in fiscal year 2016.
Impact of Business Performance on Fiscal Year 2016 Executive Compensation
As noted above, for fiscal year 2016, we delivered solid operating results for certain objectives and did not
meet targeted objectives on other goals, resulting in payment of our NEOs’ at-risk compensation below target
levels. The Compensation Committee recognizes the challenges with the external environment and the
transformation in Flex’s business strategy, though the Company did not achieve our targeted results against our
operating plan. Consequently, the Committee believes that the actual compensation earned by our NEOs is
appropriate and consistent with our pay-for-performance philosophy. The table below describes the key elements
of our executive compensation program and the key actions taken by the Compensation Committee with respect
to the compensation of the NEOs for fiscal year 2016:
Pay
Component Description Fiscal Year 2016 Considerations
Base Salary
• Annual fixed cash component based on
individual performance, level of experience and
expected future performance and contributions
to the Company.
Short-Term
Cash Incentives
• Variable cash awards based on achievement of
annual objectives based on pre-established
financial performance goals related to the
Company and business unit with 50% of the
payouts based on achievement of quarterly targets
and 50% based on achievement of annual targets.
• Maintained the CEO’s base
salary with no increase, which
approximates peer median.
• Provided modest increases for
other NEOs, where overall
salary positioning continued to
approximate peer median.
• CEO payout earned was 81.3%
of target, reflecting operating
performance that did not fully
meet objectives.
• Average payouts for our other
NEOs was 92.6% of target, also
reflecting result achievement
below the targeted level.
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Pay
Component Description Fiscal Year 2016 Considerations
Long-Term
Incentive
Programs
• Performance-based restricted share units which
represent 25% (at target) of the total long-term
incentive award are measured based upon the
Company’s total shareholder return versus that
of the S&P 500.
• Performance-based cash incentives (and, in the
case of the CEO only, performance-based RSUs)
which represent another 25% (at target) of the
total long-term incentive award are measured
based upon the Company’s performance against
a pre-established three-year Free Cash Flow
(FCF) target.
• Service-based restricted share units represent
50% of the total long-term incentive award and
provide for vesting over a four-year period with
25% vesting each year.
• Profits interests unit awards in the Elementum
business that require a sale or IPO of the
business at a level above the grant date valuation
in order to generate value
• Long-term cash incentives under our Deferred
Compensation Plan.
• The fiscal year 2016 long-term
incentive grants provide a
balance of performance-based
awards and long-term
shareholder alignment
• The relative TSR PSUs create
strong pay-for-performance
alignment by measuring direct
shareholder outcomes, while the
FCF long-term incentive plan
(LTIP) incents management to
deliver stable free cash flow in
order to enhance shareholder
value.
• Paid the second portion of the
fiscal year 2012 PSU awards that
vested in June 2015 at 129% of
target based on TSR performance
of 76% since the grant.
• Paid out the FY13-FY16 PSU
awards that vested in May 2015
at 138% of target based on TSR
performance of 73% since the
grant date.
• Granted Elementum units with
per-person values of $225,000 or
less, with the grant date value to
be deducted from the fiscal year
2017 equity grants for all
participants.
• Funded our Deferred
Compensation Plan with a value
that averaged about 37.5% of our
NEOs’ respective base salaries
based on fiscal year 2015 results.
Compensation Philosophy
Flex’s compensation philosophy is pay-for-performance. Our pay programs are designed to align executives’
compensation with performance against the Company’s short-term and long-term performance objectives and the
creation of shareholder value. A key objective of our compensation programs is to attract, retain and motivate
superior executive talent who are key to the Company’s long-term success by paying for the achievement of
meaningful Company objectives, balancing achievement incentives with the need to avoid excessive or
inappropriate risk-taking, and maintaining an appropriate cost structure. We actively manage our pay-for-
performance philosophy through the following elements:
Element Overview
Substantial Emphasis on At-Risk
Compensation
• Programs are designed to link a substantial component of our executives’
compensation to the achievement of pre-determined performance goals
that directly correlate to the enhancement of shareholder value.
• 90% of our CEO’s target total direct compensation is either at risk or
long-term, and an average of 83% of our other NEOs’ target total
direct compensation is either at risk or long-term.
• 100% of at risk or performance-based compensation is based on
achievement of core metrics or is subject to market risk based on
stock price performance, and is not based on individual performance.
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Element Overview
Market-Based, Responsible Target
Pay
Balanced Performance Metrics and
Measurement Time Frames
Majority Focus on Long-Term
Performance
• We regularly benchmark pay against a set of industry peers.
• Base salaries are generally positioned at approximately the market
median for our NEOs to manage fixed costs and emphasize paying
for performance.
• Overall target total direct compensation was positioned at
approximately the 60th to 65th percentile for our NEOs in fiscal year
2016, subject to individual variances.
• With the rapid pace and dynamic nature of our business, it is
necessary to actively measure short-term results across a range of
metrics, though with progressively greater emphasis on long-term
results for senior leaders.
• We measure both quarterly and annual results for revenue, adjusted
operating profit (OP), return on invested capital (ROIC), and adjusted
earnings per share (EPS) because we believe these reinforce the need
to achieve strong top line results, deliver profitability, and manage
capital efficiently.
• While measurement of short-term results maintains day-to-day focus,
we believe that shareholder value is built over the long-term.
• As such, senior leaders are compensated through progressively
greater emphasis on performance-based long-term incentives.
• 75% of our CEO’s fiscal year 2016 target total direct compensation
was through long-term incentives, of which 53% is linked to
achievement of long-term operating and TSR performance goals.
• 65% of our other NEOs’ target total pay is in long-term incentives, of
which 53% is linked to achievement of long-term operating and TSR
performance goals.
• We maintain share ownership guidelines to enforce alignment with
shareholder results, and have recoupment policies in place.
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Compensation Setting Process and Decisions for Fiscal Year 2016
Fiscal year 2016 Corporate Governance Highlights
The Compensation Committee regularly reviews our compensation programs, peer company data and
corporate governance best practices in the executive compensation area. We have adopted corporate governance
and compensation practices and policies that our Board believes help to advance our compensation goals and
philosophy, including the following:
What we do
☑ Maintain a Completely Independent Compensation Committee and Review Process. Our Compensation
Committee consists solely of independent directors who establish our compensation practices.
☑ Use a Pay-for-Performance Model. Our executive compensation focuses on corporate performance and a
significant portion of executive compensation is at-risk and/or long-term.
☑ We target fixed compensation at our peer median and allow for greater levels of actual total direct
compensation based on performance. We generally target base salary to approximate the 50th percentile of
our peer group, and generally target our performance or variable annual and long-term incentive
compensation to deliver total direct compensation generally between the 60th and 65th percentiles of our peer
companies, subject to individual variances.
☑ We design our incentive plans to drive performance and mitigate risks. We have threshold levels of
performance that must be met before any short- and long-term cash incentives are paid or performance-based
restricted share units vest, while pay-out levels are capped under both our short and long-term incentive
plans. In addition, we use multiple performance metrics under our incentive plans to mitigate risk, so that
executives are not excessively incented by any single metric. Non-GAAP adjustments under our annual
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incentive plan are generally predefined or subject to a case-by-case review and approval by the
Compensation Committee to ensure that the non-GAAP adjustment effects on payout levels appropriately
reflect Company performance.
☑ Maintain a Reasonable Share Burn Rate. We continually balance the need to provide competitive equity
awards with a strong commitment to limit dilution to shareholders. During fiscal year 2016, we granted
option equivalents, based on the Company’s fungible share ratio of 1.71:1, of just approximately 2.3% of
shares outstanding.
☑ Maintain a Recoupment Policy. Our Board is authorized to recoup compensation paid to an executive
officer in the event of a material restatement of financial results where a covered officer engaged in fraud or
misconduct that caused the need for the restatement.
☑ Retain an Independent Compensation Advisor. Our Committee has engaged an independent compensation
consultant, Mercer, as its advisor to provide analysis, advice and guidance on executive compensation.
☑ Consider Shareholder Advisory Votes and Views. Our Committee considers the voting results of our
advisory vote on executive compensation at each annual general meeting and we engage with our
shareholders on compensation and governance efforts through outreach efforts.
☑ Maintain Equity Ownership Guidelines for Senior Officers and Directors. In fiscal year 2011, we adopted
equity ownership guidelines for our senior officers and directors, under which senior officers and directors
must accumulate and maintain equity in the Company, consistent with the terms of the guidelines.
What we don’t do
☑ We Do Not Provide Employment Agreements. None of our NEOs has an employment agreement, and none
of our NEOs is guaranteed salary increases or bonuses for any year. Each of our NEOs serves at the will of
the Company’s Board of Directors.
☑ We do not allow hedging or short sales of Company equity. Our directors and officers are prohibited from
engaging in short sales or transactions in derivative securities, including hedging transactions.
☑ We do not permit pledging of Company equity. Our directors and officers are prohibited from pledging their
equity as collateral for loans.
☑ We do not provide excessive or non-customary executive perquisites. Our perquisites represent a small part
of the overall compensation program for the NEOs.
☑ We do not provide severance agreements. Our NEOs do not have severance agreements, whether or not in
connection with a change in control. When an executive officer retires, resigns or is terminated, the
Compensation Committee exercises its business judgment in approving an appropriate separation or
severance arrangement in light of all relevant circumstances, including the individual’s term of employment,
severance obligations under applicable law, past accomplishments, internal severance guidelines and reasons
for separation from the Company.
☑ We do not have single trigger accelerated vesting of equity awards. Our equity awards do not have “single
trigger” accelerated vesting upon a change in control.
☑ We do not maintain a supplemental executive retirement plan (SERP).
☑ Our 2010 Equity Incentive Plan prohibits “share recycling” and options/SAR repricing (including cash
buyouts).
☑ We do not pay dividends or dividend equivalents on our unvested restricted share units.
Compensation Committee
The Compensation Committee periodically assesses our compensation programs to ensure that they are
appropriately aligned with our business strategy and are achieving their objectives. The Compensation Committee
also reviews market trends and changes in competitive practices. Based on its review and assessment, the
Compensation Committee from time to time recommends changes in our compensation programs to our Board.
The Compensation Committee is responsible for recommending to our Board the compensation of our Chief
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Executive Officer and all other executive officers. The Compensation Committee also oversees management’s
decisions concerning the compensation of other Company officers, administers our equity compensation plans,
and evaluates the effectiveness of our overall executive compensation programs. Our committee also reviews the
Company’s talent assessment and succession planning.
Independent Consultants and Advisors
The Compensation Committee has the authority to retain and terminate any independent, third-party
compensation consultants and to obtain advice and assistance from internal and external legal, accounting and
other advisors. For fiscal year 2016, the Compensation Committee engaged Mercer, a wholly-owned subsidiary of
Marsh & McLennan Companies, Inc. (referred to in this discussion as Mercer) in connection with its fiscal year
2016 compensation review, as its independent advisers for certain executive compensation matters. Mercer was
retained by the Compensation Committee to provide an independent review of the Company’s executive
compensation programs, including an analysis of both the competitive market and the design of the programs.
More specifically, Mercer furnished the Compensation Committee with reports on peer company practices
relating to the following matters: short and long-term compensation program design; annual share utilization and
shareowner dilution levels resulting from equity plans; and executive share ownership and retention values. As
part of its reports to the Compensation Committee, Mercer recommends our selected peer companies, and
provides competitive compensation data and analysis relating to the compensation of our Chief Executive Officer
and our other executives and senior officers. Mercer also assisted the Compensation Committee with its risk
assessment of our compensation programs during fiscal year 2016.
Mercer is owned by Marsh & McLennan Companies, Inc., a multi-services global professional services firm
providing advice and solutions in risk, strategy and human capital. For a discussion of amounts paid to Mercer for
executive and director compensation consulting services and amounts paid to Marsh & McLennan Companies,
Inc. and its affiliates for non-executive and non-director compensation consulting services, please see, “Board
Committees—Compensation Committee—Relationship with Compensation Consultants.” The Compensation
Committee has determined that the provision by Marsh & McLennan Companies, Inc. of services unrelated to
executive and director compensation matters in fiscal year 2016 was compatible with maintaining the objectivity
of Mercer in its role as compensation consultant to the Compensation Committee and that the consulting advice it
received from Mercer was not influenced by Marsh & McLennan Companies, Inc.’s other relationships with the
Company. The Compensation Committee has retained Mercer as its independent compensation consultant for
fiscal year 2017 and expects that it will continue to retain an independent compensation consultant on future
executive compensation matters.
Role of Executive Officers in Compensation Decisions
The Compensation Committee makes recommendations to our Board on all compensation actions relating to
our executive officers. As part of its process, the Compensation Committee meets with our Chief Executive
Officer and other executives to obtain recommendations with respect to the structure of our compensation
programs, as well as an assessment of the performance of individual executives and recommendations on
compensation for individual executives. As discussed in greater detail below under “Fiscal Year 2016 Executive
Compensation—Incentive Bonus Plan,” our Chief Executive Officer and other executives develop
recommendations for performance measures and target payout opportunities under our incentive bonus plan based
on management’s business forecast both at the Company and business unit levels, which are reviewed and
approved by our Board.
Competitive Positioning
In arriving at its recommendations to our Board on the amounts and components of compensation for our
Chief Executive Officer and other executive officers, the Compensation Committee considers competitive
compensation data prepared by Mercer. The Compensation Committee reviews this data in the context of
historical performance and our overall compensation programs and objectives. The Compensation Committee
considered the following competitive compensation data for our NEOs:
• Mercer constructed a peer group consisting of 19 companies based on targeting firms with a high degree
of complexity in business scale and scope, as well as similar revenues, numbers of employees, and
returns on invested capital.
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• The Compensation Committee also takes into account Mercer’s review of standardized surveys to check
the Company’s compensation programs against other large high technology and durable goods
manufacturing firms to gain an understanding of general compensation practices.
Each year, the peer companies are recommended by the Compensation Committee’s independent consultant
and approved by the Compensation Committee. We made no changes to its fiscal year 2016 peer group relative to
fiscal year 2015. The peer group for fiscal year 2016 compensation decisions consisted of the following companies:
Arrow Electronics, Inc.
Avnet, Inc.
Eaton Corporation
General Dynamics Corporation
Illinois Tool Works Inc.
Johnson Controls, Inc.
Northrop Grumman Corporation
Seagate Technology
Tyco International Ltd
Xerox Corporation
Fiscal Year 2016 Executive Compensation
Total Direct Compensation
Applied Materials, Inc.
Danaher Corporation
Emerson Electric Co.
Honeywell International Inc.
Jabil Circuit, Inc.
Motorola Solutions, Inc.
Raytheon Company
TE Connectivity
Western Digital Corporation
Total direct compensation is the sum of base salary, annual incentive bonus payouts and long-term incentive
awards, but excludes performance-based contributions to our deferred compensation plan. For the table outlined
below, the actual total direct compensation represents the actual bonus earned in each fiscal year plus the grant
date fair value of the long-term incentive awards provided in each year (where actual long-term incentive values
earned over time are subject to future performance conditions and share price movement). For fiscal year 2016,
the actual total direct compensation for all NEOs is approximately 10% to 20% below that of the prior year. This
change reflects our alignment of pay and performance, where the fiscal year 2016 financial performance was
solid in the context of market conditions, though it fell short of internal expectations. Mr. McNamara’s total direct
compensation decreased 10.8% from fiscal year 2015, due primarily to a significant decrease in the bonus earned
due to performance that was below target.
Mr. McNamara
Mr. Collier
Mr. Barbier
Mr. Hoak
Mr. Humphries
Actual Total Direct
Compensation FY 2015 . .
$13,433,729
$4,804,467
$4,630,931
$2,463,036
$4,932,670
Actual Total Direct
Compensation FY 2016 . .
Percent change . . . . . . . . . . .
$11,988,961
-10.8%
$3,926,554
-18.3%
$3,908,316
-15.6%
$2,243,382
-8.9%
$4,212,442
-14.6%
Elements of Compensation
We allocate compensation among the following components for our NEOs:
• base salary;
• annual incentive bonus awards;
• long-term performance-based and service-based share incentive awards;
• long-term performance-based cash incentive awards;
• performance-based and service-based deferred compensation; and
• other benefits.
As discussed above, a key element of our compensation philosophy is that a significant portion of executive
compensation is performance-based and therefore at-risk. A second key element of our compensation philosophy
is that a significant portion of executive compensation is comprised of long-term components in order to align
executive compensation with sustained, long-term performance and share price appreciation. Annual incentive
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compensation, performance-based restricted share units, performance-based cash-based incentives, and
performance-funded contributions under our deferred compensation plan are compensation that is at-risk
because their payouts depend entirely upon performance. Our performance-based compensation elements coupled
with service-based restricted share units and our service-based deferred compensation plan contributions are
designed to provide significant retention and alignment with long-term shareholder value enhancement, where
our long-term incentive awards fully vest after periods of three or four years.
The following charts illustrate the mix of our compensation and show that for our Chief Executive Officer,
90% of total target direct compensation is either at-risk or long-term, and, overall for our other NEOs, 83% of
total target direct compensation is either at-risk or long-term:
2016 Target Total Direct Compensation
CEO Pay Mix
At Risk
90%
Time Based LTI
35%
Base Salary
10%
Annual Cash
Incentive
15%
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Performance
Based LTI
40%
Performance Based
55%
2016 Target Total Direct Compensation
Average NEO Pay Mix (non-CEO)
At Risk
83%
Time Based LTI
31%
Base Salary
17%
Annual Cash
Incentive
18%
Performance
Based LTI
34%
Performance Based
52%
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Base Salary Levels
The following table sets forth the base salaries of our NEOs in fiscal years 2015 and 2016, as well as the
percentage increase (if any) from the prior year:
Name and Title
Michael M. McNamara
Chief Executive Officer
Christopher Collier
Chief Financial Officer
Francois P. Barbier
President, Global Operations and
Components
Jonathan S. Hoak
Executive Vice President and
General Counsel
Paul Humphries
President, High Reliability
Solutions
Base Salary for
Fiscal Year 2015
$1,250,000
Base Salary for
Fiscal Year 2016
$1,250,000
Percentage
Increase
0%
Peer Group
Percentile
Approximation
50th
$650,000
$675,000
3.8%
25th – 50th
$675,000
$695,000
3.0%
25th – 50th
$525,000
$525,000
0%
25th – 50th
$675,000
$695,000
3.0%
50th – 60th
For fiscal year 2016, we set our executives’ base salaries at levels which are competitive with our peer
companies based on each individual executive’s role and the scope of his or her responsibilities, also taking into
account the executive’s experience and the base salary levels of other executives within the Company.
Adjustments were modest, reflecting the fact that no individual changed roles significantly or was fundamentally
mis-aligned with market. The Compensation Committee typically reviews base salaries every fiscal year and
adjusts base salaries to take into account competitive market data, individual performance and promotions or
changes in responsibilities. Overall salaries for our NEOs in fiscal year 2016 positioned our aggregate pay at
approximately the median of our peer companies.
Incentive Bonus Plan
Our annual incentive payouts are based entirely on achievement of financial performance objectives and are
linked to achievements of the following performance metrics:
• revenue growth targets;
• adjusted operating profit targets;
• return on invested capital targets; and
• adjusted earnings per share targets.
For fiscal year 2016, the Company’s performance level with respect to the above performance metrics exceeded
targeted amounts for some metrics and fell below targeted amounts against others (see table below), and therefore,
resulted in incentive payment amounts that were below target levels for all the NEOs, except for Mr. Humphries, in
whose case performance levels exceeded targeted amounts for all metrics. The payout levels are as follows:
Fiscal Year 2016 Annual Fiscal Year 2016 Annual
Incentive Bonus as a Incentive Bonus Target
Percentage of Target (Potential Bonus as a Fiscal Year 2016 Annual
Name Bonus percentage of Base Salary) Incentive Actual Bonus
Mr. McNamara
Mr. Collier
Mr. Barbier
Mr. Hoak
Mr. Humphries
81.3% 150% $1,524,873
81.3% 110% $603,850
81.3% 110% $621,742
81.3% 80% $341,572
121.1% 110% $925,868
Through our incentive bonus plan, we seek to provide pay for performance by linking incentive awards to
Company and business unit performance. In designing the incentive bonus plan, our Chief Executive Officer and
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management team develop and recommend performance metrics and targets, which are reviewed and are subject
to adjustment by the Compensation Committee and our Board. Performance metrics and payout levels are
determined based on management’s business forecast both at the Company and business unit levels, as reviewed
and approved by the Board. In fiscal year 2016, target levels for performance were set at approximately the levels
included in our business forecast. Maximum payout levels were tied to “stretch” levels of performance. As part of
the process of setting performance targets, the Compensation Committee reviewed analyst consensus estimates
for fiscal year 2016 and confirmed that target performance measures were appropriately aligned with such
estimates. Performance measures were based on quarterly and annual targets.
The following table summarizes the key features of our fiscal year 2016 incentive bonus plan:
Feature Component Objectives
Performance
Targets
Performance
Measures
Bonus
Payments
• Based on key Company and business
• Aligns executive incentives with
unit financial metrics
• Measured on annual and quarterly basis
• 50% based on achievement of
quarterly objectives
• 50% based on achievement of
annual objectives
Company and business unit performance
• Rewards achievement of objectives over
course of the year by splitting incentives
over quarterly and annual performance
objectives
• Revenue growth at the Company and
• Takes into account executive’s
responsibility, experience, and expected
contributions
• Focused on achievement of business
performance metrics that directly
correlate to business and shareholder
value creation
• Emphasizes pay for performance by
linking individual compensation to
Company and/or business unit
performance
• Promotes accountability by tying payout
to achievement of minimum performance
threshold
business unit level
• Adjusted operating profit at the
Company and business unit level
• Return on invested capital and adjusted
earnings per share targets at the
Company level
• Measurement level is based on each
executive’s respective responsibilities,
with substantial weighting on business
unit financial metrics for business unit
executives
• For Mr. Humphries, additional business
unit performance measures were profit
after interest percentage and new
business wins
• Based entirely on achievement of
financial performance objectives
• No individual performance component
• Target bonus opportunities set at
percentage of base salary, based on
executive’s level of responsibility
• Mr. McNamara’s target bonus set at
150% of base salary
• Mr. Collier’s target bonus set at
110% of base salary
• Target bonus for other NEOs set at a
range between 80% and 110% of
base salary
• Quarterly bonuses range from 0% of
target to maximum of 200% of target
• Annual bonuses range from 50% of
target to maximum of 300% of target
• No payout awarded for any measure
where Company or business unit failed to
achieve threshold level for such measure
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The Compensation Committee recommended and our Board approved different performance metrics for our
Chief Executive Officer, Chief Financial Officer and corporate officers as compared with business unit executives.
The incentive bonus plan award opportunities for each NEO are shown in the Grants of Plan-Based Awards in
Fiscal Year 2016 table in “Executive Compensation.” In fiscal year 2016, the target incentive bonus awards were set
at approximately the 60th percentile of our peer group for Mr. McNamara; at approximately the 75th percentile of
our peer group for Mr. Collier; at between the 60th and 75th percentile of our peer group for Mr. Barbier; between
the 25th and 50th percentiles of our peer group for Mr. Hoak; and at approximately the 75th percentile of our peer
group for Mr. Humphries.
Non-GAAP Adjustments
We used adjusted non-GAAP performance measures for our incentive bonus plan in fiscal year 2016. We
used adjusted measures to eliminate the distorting effect of certain unusual income or expense items. The
adjustments were intended to:
• align award payout opportunities with the underlying growth of our business; and
• avoid outcomes based on unusual items.
In calculating non-GAAP financial measures, we excluded certain items to facilitate a review of the
comparability of the Company’s operating performance on a period-to-period basis because such items are not, in
the Compensation Committee’s view, related to the Company’s ongoing operational performance. The non-GAAP
measures are used to evaluate more accurately the Company’s operating performance, for calculating return on
investment, and for benchmarking performance against competitors. For fiscal year 2016, non-GAAP adjustments
consisted of excluding after-tax stock-based compensation expense and intangible amortization. All adjustments are
subject to approval by the Compensation Committee to ensure that payout levels are consistent with performance.
Incentive Awards for the CEO and CFO
Messrs. McNamara and Collier were each eligible for a bonus award based on achievement of quarterly and
annual revenue growth, adjusted operating profit, ROIC and adjusted EPS targets. We refer to these performance
measures as the “Company performance metrics.” The weightings for each of these performance measures was
25%. Mr. McNamara’s annual target bonus was 150% of base salary. Mr. McNamara’s target percentage of base
salary remained the same as in fiscal year 2015 and resulted in total target cash approximately between the 50th and
60th percentiles of our peer companies. Mr. Collier’s bonus target as a percentage of base salary was set at 110%
and resulted in total target cash between the 50th and 60th percentiles of our peer companies.
The following table sets forth the payout level opportunities that were available for Messrs. McNamara and
Collier as a percentage of the target award for each performance measure based on different levels of
performance. Revenue targets represented year over year annual growth targets of (-2.5)% at the 50% payout
level, 3.3% at the 100% payout level, 9.0% at the 200% payout level, and 10.9% at the 300% payout level.
No payout is made if the threshold performance level is not achieved. Targets at the 300% level with respect
to the annual bonus reflect sustained performance over the year that is considered to provide stretch targets. For
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performance levels between 50% and 300% presented in the table below, straight line interpolation was used to
arrive at the payout level:
Payout (% Target)
Q1 Revenue (in millions)
Q1 Adjusted OP (in millions)
Q1 ROIC
Q1 Adjusted EPS
Q2 Revenue (in millions)
Q2 Adjusted OP (in millions)
Q2 ROIC
Q2 Adjusted EPS
Q3 Revenue (in millions)
Q3 Adjusted OP (in millions)
Q3 ROIC
Q3 Adjusted EPS
Q4 Revenue (in millions)
Q4 Adjusted OP (in millions)
Q4 ROIC
Q4 Adjusted EPS
50%
$6,000
$161.9
20%
$0.23
$6,070.8
$177.2
20%
$0.26
$6,760.9
$212.2
20%
$0.30
$6,668.2
$198.65
20%
$0.29
100%
$6,330.1
$172.7
22%
$0.24
$6,433.8
$189.0
22%
$0.27
$7,167.8
$226.4
22%
$0.32
$7,068.3
$211.9
22%
$0.30
200%
$6,660.3
$183.5
25%
$0.25
$6,796.8
$200.8
25%
$0.28
$7,574.6
$240.5
25%
$0.34
$7,468.4
$225.1
25%
$0.33
300%
$6,770.3
$195.1
25.7%
$0.27
$6,917.8
$213.5
25.7%
$0.30
$7,710.2
$255.65
25.7%
$0.36
$7,601.8
$239.3
25.7%
$0.34
FY’16 Revenue (in millions)
FY’16 Adjusted OP (in millions)
FY’16 ROIC
FY’16 Adjusted EPS
$25,500.0
$750.0
20%
$1.08
$27,000.0
$800.0
22%
$1.13
$28,500.0
$850.0
25%
$1.20
$29,000.0
$903.5
25.7%
$1.27
The following table sets forth the actual quarterly and annual performance and the payout levels (as a
percentage of the target award for the quarterly and annual periods) and payout amounts (as a percentage of base
salary for the quarterly and annual periods) for Messrs. McNamara and Collier.
CEO
Actual
CFO
Actual
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(in
Payout
Adjusted
OP (in
Payout
Payout Adjusted Payout
0% $159
millions) Level % millions) Level % ROIC Level % EPS
0% 22.9% 133.3% $0.23
$5,566
83.9% $196 161.7% 22.7% 123.3% $0.27
$6,317
50.3% $236 168.8% 22.4% 113.3% $0.35
$6,763
56.1% 22.0% 97.5% $0.29
$5,773
0% $200
Payout % Payout %
(as a %
(as a %
Total
of Base
of Base
Payout
Salary)
Level % Level % Salary)
50% 45.8% 68.8% 50.4%
100% 117.2% 175.9% 129%
200% 133.1% 199.7% 146.4%
56%
50% 50.9% 76.3%
0% $792
91.8% 21.9% 97.5% $1.14 114.3% 75.9% 113.8% 83.5%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
81.3% 122% 89.5%
Consistent with the Company’s pay for performance approach, the Company recognized the performance
against its operating plan in fiscal year 2016 and consequently the short-term incentive compensation of our
executives decreased this year over the prior year.
Payout levels (as a percentage of target) were in line with operational performance at 45.8% for the first
quarter, 117.2% for the second quarter, 133.1% for the third quarter and 50.9% for the fourth quarter. For the
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Period
Q1
Q2
Q3
Q4
FY’16
Annual
Component $24,419
FY’16
Total
Payout
n/a
annual component, the payout level (as a percentage of target) was 75.9%. The total annual bonus payout was
81.3% as a percentage of target, which represents 122% for Mr. McNamara and 89.5% for Mr. Collier as a
percentage of base salary. Comparatively, in fiscal year 2015, incentive award payouts as a percentage of target
were 169.6% of target for Messrs. McNamara and Collier.
Incentive Awards for NEOs other than the CEO and CFO
Mr. Barbier was eligible for a bonus award based on achievement of the quarterly and annual Company
performance metrics, with the same weightings as Messrs. McNamara and Collier. Mr. Barbier’s annual target
bonus was 110% of base salary and resulted in total target cash approximately between the 50th and 60th
percentiles of our peer group.
Mr. Hoak was eligible for a bonus award based on achievement of the quarterly and annual Company
performance metrics, with the same weightings as Messrs. McNamara and Collier. The annual target bonus was
80% of base salary and resulted in total target cash between the 25th and 50th percentiles of our peer group.
Mr. Humphries was eligible for a bonus based on achievement of the quarterly and annual Company
performance metrics (i.e., the performance measures that applied to Messrs. McNamara and Collier), as well as
the business unit performance metrics of revenue, adjusted operating profit, profit after interest percentage and
new business wins for our High Reliability Solutions business group. Mr. Humphries’ annual target bonus was
110% of base salary and resulted in total target cash between the 60th and 75th percentiles of our peer group.
Actual payout level opportunities ranged from 50% to 200% of target with respect to quarterly metrics and 50%
to 300% of target for annual metrics. The weightings of the performance metrics for Mr. Humphries were 20% for
the Company performance metrics and 80% for the business unit metrics. Certain business unit metrics were
calculated on an adjusted non-GAAP basis consistent with the Company performance metrics. We treat the
business unit performance measures as confidential. We set these measures at levels designed to motivate
Mr. Humphries to achieve operating results at his business unit in alignment with our business strategy with
payout opportunities at levels of difficulty consistent with our Company performance metrics.
The following table sets forth the actual quarterly, annual and total payout levels, both as a percentage of
target and of eligible base salary, for Messrs. Barbier, Hoak, and Humphries:
Period
Q1
Q2
Q3
Q4
FY’16 Annual Component
FY’16 Total Payout
F. Barbier
Payout
(% Target)
45.8%
117.2%
133.1%
50.9%
75.9%
81.3%
F. Barbier
Actual
Payout %
(as a % of
Base Salary)
50.4%
129.0%
146.4%
56.0%
83.5%
89.5%
J. Hoak
Payout
(% of Target)
45.8%
117.2%
133.1%
50.9%
75.9%
81.3%
J. Hoak
Actual
Payout
Payout % P. Humphries
(as a % of
Base Salary)
36.7%
93.8%
106.5%
40.7%
60.7%
65.1%
132.5%
135.3%
152.7%
55.0%
123.3%
121.1%
P. Humphries
Actual
Payout %
(as a % of
145.7%
148.8%
168.0%
60.5%
135.7%
133.2%
(% of Target) Base Salary)
Bonuses under our annual incentive bonus plan are based upon the achievement of Company and business
unit (in the cases of business unit executives) performance goals. Based on fiscal year 2016 operating
performance, bonus payouts were at 81.3% of target for Messrs. Hoak and Barbier, and 121.1% of target for
Mr. Humphries. Comparatively, in fiscal year 2015, bonus payouts as a percentage of target were 169.6% of target
for Messrs. Hoak and Barbier, and 210.2% of target for Mr. Humphries.
The Compensation Committee believes that bonuses awarded under our incentive bonus plan appropriately
reflected the achievement in the Company’s performance targets and appropriately rewarded the performance of
the named executive officers.
Long-Term Share- and Cash-Based Incentive Compensation
Restricted Share Unit Awards
The Compensation Committee grants share- and cash-based long-term incentives to its senior executives as
an incentive to maximize the Company’s long-term performance and shareholder value creation. These long-term
incentives are designed to align the interests of the named executive officers with those of our shareholders and
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provide each individual with a significant incentive to manage the Company from the perspective of an owner,
with a direct stake in the business. These awards are also intended to promote executive retention, as unvested
long-term share and cash incentives are generally forfeited if the executive voluntarily leaves the Company.
Restricted share unit awards are structured as either performance-based awards, which vest only if pre-established
performance measures are achieved, or service-based awards, which vest if the executive remains employed
through the vesting period. Before the restricted share unit award vests, the executive has no ownership rights in
our ordinary shares. The payouts are made in shares, so the value of the award goes up or down based on share
price performance from the beginning of the grant, further aligning the interests of the executive with long-term
shareholder value creation.
In fiscal year 2016, the Compensation Committee determined that long-term incentive awards for executives
and other senior officers generally would be allocated 50% to service-based restricted share unit awards, 25% to
performance-based restricted share unit (PSU) awards that are earned based upon relative TSR performance
versus the S&P 500, and 25% to a long-term incentive plan that measures Flex’s cumulative free cash flow (FCF
LTIP) over a three-year period from fiscal year 2016 to fiscal year 2018. For the FCF LTIP, the awards are
payable in shares for the CEO, so 50% of his long-term compensation is in the form of performance-based equity
grants. For the other NEOs, the FCF LTIP is payable in cash. The Compensation Committee believes that this
allocation promotes retention, serves to link long-term compensation to the Company’s long-term performance
and limits the dilutive effect of equity awards. Key features of our long-term incentive awards are as follows:
• Performance-Based RSUs (PSUs): The awards granted in fiscal year 2016 are earned based upon Flex’s
percentile rank of total shareholder return (TSR) over a 3-year period against the S&P 500 constituents.
The Compensation Committee believes that the relative total shareholder return metric used in the
performance based awards is a widely accepted investor benchmark that appropriately aligns
compensation with performance. The number of shares earned is dependent on the percentile rank
achieved based on the table below:
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S&P 500 TSR Percentile Rank
>75th Percentile
50th – 75th Percentile
50th Percentile
30th – 50th Percentile
30th Percentile
<30th Percentile
Shares Earned
200% of target
Interpolate
100% of target
Interpolate
25% of target
0% of target
• Free Cash Flow LTIP: The 2016 grants are earned based on Flex’s performance against pre-established
cumulative Free Cash Flow goals over the period from fiscal year 2016 through fiscal year 2018. The
Compensation Committee believes the three-year Free Cash Flow target is an important liquidity metric
because it measures the amount of cash generated that is available to repay debt obligations, make
investments, fund acquisitions, repurchase Company shares and to use for certain other activities. The
Compensation Committee will assess goal achievement for the 2016 grant cycle and approve awards for
the NEOs at the end of the performance cycle following the close of fiscal year 2018. Awards will be
measured on a straight line sliding scale as follows:
% of Goal Achieved
% of Target Paid
<69%
0%
69%
50%
100%
100%
136% and above
200%
• Service-Vested RSUs: Awards granted in fiscal year 2016 vest in four installments of 25% on each yearly
anniversary of the grant date.
The performance-based awards provide that in the event of retirement, a pro-rata number of vested shares
shall be issued upon the vesting of the performance-based award pursuant to the performance criteria, with the
number of shares that vest determined by multiplying the full number of shares subject to the award by a fraction
equal to (x) the number of complete months of continuous service as an employee from the grant date of the
award to the date of retirement, divided by (y) the number of months from the grant date to the vesting/release
date; provided, further, that if within twelve months of retirement, the executive officer violates the terms of a
non-disclosure agreement with, or other confidentiality obligation owed to, the Company or any subsidiary or
affiliate, then the award and all of the Company’s obligations and the executive officer’s rights under the award
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terminate. For purposes of the awards, “Retirement” means the executive officer’s voluntary termination of
service after the executive officer has attained age sixty (60) and completed at least ten (10) years of service as an
employee of the Company or any subsidiary or affiliate. At the current time, none of the executive officers would
satisfy the retirement criteria.
The size of the total long-term incentive award to each executive officer generally is set at a level that is
intended to create a meaningful opportunity for share ownership based upon the individual’s current position with
the Company, but the Compensation Committee and Board also take into account (i) the individual’s potential for
future responsibility and promotion over the term of the award, (ii) the individual’s performance in recent periods,
and (iii) the number of restricted share unit awards and options held by the individual at the time of grant. In
addition, the Compensation Committee and Board consider competitive equity award data, and determine award
size consistent with the Compensation Committee’s and our Board’s objective of setting long-term incentive
compensation at a competitive level in relation to our peer companies, subject to individual variances. The
Compensation Committee and Board also consider annual share usage and overall shareholder dilution when
determining the size of equity awards.
Elementum Profits Interests Units
We own substantially all of the equity in Elementum Holding Ltd (“Holdco”), which in turn is a significant
shareholder of Elementum SCM (Cayman) Ltd (“Elementum”), along with other investors not affiliated with us.
Elementum is a privately-held software development company founded in 2012 by Flex and some of our former
employees to address the enormous challenges facing global supply chains. Elementum develops SaaS-based
supply chain management, or SCM, solutions to help companies deal with supply chain complexities through
tools designed to control business processes, execute value chain transactions, and manage supplier relationships.
Elementum is a separate organization from Flex with approximately 100 employees, though we currently
indirectly hold a majority ownership interest. Flex’s CEO, Mike McNamara, is the Chairman of the Board of
Elementum, and he and Christopher Collier, Flex’s Chief Financial Officer, and François Barbier, Flex’s
President, Global Operations and Components provide active contributions to Elementum. Prior to 2015,
Messrs. McNamara, Collier and Barbier had not received any direct financial interest in Elementum or Holdco in
connection with their service to Elementum and Holdco. At its founding, we reserved 3.8% of Flex’s interest in
Holdco as “profits interests,” which are rights to receive a specified percentage of the appreciation that Flex
realizes from its holdings in Holdco.
We believe that our investment in Elementum represents a significant value creation opportunity for
shareholders. Profits interests unit grants are intended to provide incentives for Flex recipients to drive
Elementum’s success. Because the growth and success of Elementum could have positive implications for Flex as
a whole, we believe that it is important to leverage the experience and expertise of our own officers to support
Elementum’s success. We also believe that our overall compensation plans provide a strong incentive to maximize
overall Flex results across the breadth of our business lines and geographies. On October 15, 2015,
Mr. McNamara received a 1.302% profits interests in Holdco at a grant date value of $218,305. Mr. Barbier
received a 0.243% profits interests in Holdco at a grant date value of $40,750. Mr. Collier received a 0.097%
profits interests in Holdco at a grant date value of $16,600. Each award will vest 25% at the end of each year for
four years, with the value only recognized upon an Elementum liquidity event.
The Elementum profits interests grants made on October 15, 2015 were one-time, discretionary grants and
the value of these grants will be deducted from the Flex equity grant that would otherwise have been issued to the
recipient for the next fiscal year. The primary purpose of the profits interests grants in Holdco is to provide the
executives with a highly-focused compensation tool that is directly aligned with the goal of creating value within
Elementum, and therefore, we believe, for Flex shareholders overall. Various features of the incentive program are
structured to provide alignment with Flex shareholders and have the appropriate governance controls, including:
• Recipients can only realize value from the profits interests if Flex also realizes value from our
Elementum investment after the award of the profits interests
• If the recipient leaves Flex, he or she will only be eligible to realize value from the vested portion of the grant
• The awards are non-voting
• The Flex Board’s Nominating and Corporate Governance Committee will oversee a process to monitor
and mitigate any potential conflicts of interest
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Grants During Fiscal Year 2016
The number of performance-based and service-based restricted share unit awards as well as, in the case of
Mr. McNamara, the FCF LTIP awards granted to him in fiscal year 2016, and the grant-date fair value of the
restricted share unit awards and Elementum profits interests unit awards determined in accordance with ASC 718-10,
are shown in the Grants of Plan-Based Awards in Fiscal Year 2016 table.
As part of the annual compensation review process, the Compensation Committee recommended and the
Board approved the following performance-based and service-based restricted share unit awards to our named
executive officers in fiscal year 2016. The figures represent the sum of the restricted share unit awards granted.
The award is split 50-50 between performance-based awards (at target) and service-based awards for
Mr. McNamara, who received 719,008 RSUs. The share-based awards for Messrs. Collier, Barbier, Humphries
and Hoak are split 33-67 between performance-based awards (at target) and service-based awards. Mr. Collier
received 154,957 RSUs and a target FCF LTIP award of $625,000; Mr. Barbier received 151,672 RSUs and a
target FCF LTIP award of $611,750, Mr. Humphries received 151,672 RSUs and a target FCF LTIP award of
$611,750, and Mr. Hoak received 80,578 RSUs and a target FCF LTIP award of $325,000.
Long Term Incentive Awards
Performance-Based
Executive Officer
TSR-Based
PSUs
(Shares)
FCF-Based FCF Cash
PSUs LTIP
(Shares) (Target Value)
Elementum Time-Based
(Grant Date RSUs
Value) (Shares)
Michael M. McNamara . . . . . .
Christropher Collier . . . . . . . . .
Francois P. Barbier . . . . . . . . . .
Jonathan S. Hoak . . . . . . . . . . .
Paul Humphries . . . . . . . . . . . .
179,752
51,652
50,557
26,859
50,557
179,752
—
—
—
—
— $218,305 359,504
$625,000 $16,300 103,305
$611,750 $40,750 101,115
$325,000 — 53,719
$611,750 — 101,115
Taking these programs into account, Mr. McNamara’s total target direct compensation for fiscal year 2016 is
set at approximately the 60th percentile of our peer companies, and the aggregate total target direct compensation
for our remaining NEOs is set at approximately the 55th percentile of our peer companies.
Earning of Prior Performance Award Grants
During fiscal year 2016, two portions of prior performance share unit awards completed the applicable
performance cycle and were eligible for payouts. The fiscal year 2012 PSU grant measured our TSR versus the
S&P 500. Based on our 76% TSR for the period between the grant date in June 2011 and the performance period
end in June 2015, the final 50% of the fiscal year 2012 PSU award paid out at 129% of target. The fiscal year
2013 PSU grant also measured our TSR versus the S&P 500. Based on our 73% TSR for the period between the
grant date in May 2012 and the performance period ending in May 2015, the fiscal year 2013 PSU award was
paid out at 138% of target.
Responsible Share Granting Approach
Flex is committeed to maintaining a responsible share burn rate, as we know that this is a critical factor for
our shareholders and has a direct impact on the value creation that they can participate in. From a talent
perspective, Flex is a technology-driven firm that needs talent that can meet the complex and rapidly evolving
demands of its customers. As such, Flex needs to provide equity awards that are competitive in the market for
talent that is capable of delivering innovative technology solutions with world class manufacturing and supply
chain expertise. In order to ensure responsible equity usage, we:
• Target a broad-based equity strategy that generally aligns with the median of market
• Conduct regular market analyses to ensure alignment with market participation and award opportunity values
• Use an equity grant strategy that ensures that awards are focused on high performers and those that make
a meaningful impact on Flex’s business results
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• Include direct performance metrics on more senior level participants, and provide longer-term
shareholder alignment for all equity participants with multi-year vesting schedules on restricted stock
unit grants
• Analyze overall equity spend levels relative to peers and the broader market to ensure that total Company
grant levels are appropriate from a market perspective
Through these mechanisms, we continually balance the need to provide competitive equity awards with a
strong commitment to limit dilution to shareholders. During fiscal year 2016, we granted non-adjusted shares of
1.4% of our average common shares outstanding. When considering this grant rate from an option equivalent
perspective, based on the Company’s fungible share ratio of 1.71:1, Flex granted 2.3% of shares outstanding.
Details of Flex’s grant history are outlined in more detail below:
Service-Based Share Summary for Fiscal Year Ended March 31,
2016 2015 2014
Shares
Price Shares Price Shares Price
Service-based Service-based Service-based
Unvested share bonus awards outstanding,
beginning of fiscal year . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,108,169 $ 8.74 16,456,620 $ 6.98 17,524,319 $6.59
11.89 5,989,442 11.26 6,767,941 7.66
6,495,706
7.99 (6,594,344) 6.91 (5,481,153) 6.66
(6,522,628)
9.42 (1,743,549) 7.61 (2,354,487) 6.76
(913,471)
Unvested share bonus awards outstanding,
end of fiscal year . . . . . . . . . . . . . . . . . . . .
13,167,776 $10.41 14,108,169 $ 8.74 16,456,620 $6.98
Performance-Based Share Summary for Fiscal Year Ended March 31,
Unvested share bonus awards outstanding,
beginning of fiscal year . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested / Earned . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . .
Unvested share bonus awards outstanding,
end of fiscal year . . . . . . . . . . . . . . . . . .
Weighted-average ordinary shares
2016 2015 2014
Shares
Price Shares Price Shares Price
Performance-based Performance-based Performance-based
4,885,083 $ 9.76 5,391,500 $ 8.33 4,282,750 $7.65
13.97 973,683 14.81 2,211,000 9.34
1,124,016
7.77 (651,712) 7.60 (0) 0.00
(2,006,750)
11.01 (828,388) 7.84 (1,102,250) 7.72
(170,049)
3,832,300 $11.99 4,885,083 $ 9.77 5,391,500 $8.33
outstanding . . . . . . . . . . . . . . . . . . . . . 557,667,000
579,981,000 610,497,000
Gross Shares Granted . . . . . . . . . . . . . . .
Gross Burn Rate . . . . . . . . . . . . . . . . . . .
Fungible Ratio . . . . . . . . . . . . . . . . . . . . .
Fungible Option Equivalents Granted . .
Fungible Option Equivalent
Burn Rate . . . . . . . . . . . . . . . . . . . . . .
7,619,722
1.37%
1.71
13,029,725
6,963,125 8,978,941
1.20% 1.47%
1.71 1.71
11,906,944 15,353,989
2.34%
2.05% 2.51%
We believe that the equity grant philosophies and governance mechanisms in place allow us to balance the
need to be competitive for overall talent while ensuring that shareholders experience a responsible level of dilution.
Administration of Equity Award Grants
Equity awards are not timed in relation to the release of material information. Our current policy provides
that equity grants to non-executive new hires and follow on equity grants to non-executives are made on
pre-determined dates five times a year.
Hedging and Pledging Policy
Under our insider trading policy, short-selling, trading in options or other derivatives on our shares or
engaging in hedging transactions are prohibited. Our insider trading policy also prohibits using our shares as
collateral for margin accounts.
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Long-Term Deferred Compensation Awards
Each of the NEOs participates in a deferred compensation plan or arrangement. These plans and
arrangements are intended to promote retention by providing a long-term savings opportunity on a tax-efficient
basis. The Compensation Committee’s general policy is to target long-term incentive compensation (which is
deemed to include share-and cash-based compensation and target annual performance-based contributions to the
deferred compensation plan, discussed below) at between the 60th and 65th percentiles of our peer companies,
subject to individual variances. Our competitive positioning for long-term incentive compensation is determined
in the context of historical performance and our overall compensation programs, including prior incentive awards.
For fiscal year 2016, Mr. McNamara’s long-term incentive award was targeted at approximately the 60th percentile
of our peer companies, and the other named executive officers’ long-term incentive awards generally were
targeted to be within a range around the 60th percentile of our peer companies as well.
Under the Company’s 2010 Deferred Compensation Plan, which replaced both the prior long-term cash
incentive awards program and our Senior Executive and Senior Management Deferred Compensation Plans, the
Company in its discretion may make annual contributions in targeted amounts of up to an aggregate of 37.5% of
each participant’s base salary (subject to offsets for non-U.S. executives’ pension and other benefits) to a non-
qualified deferred compensation account, subject to approval by the Compensation Committee. The contributions
are funded 50% based on a percent of base salary and 50% based on performance, using the same performance
measures used under the incentive bonus plan. For performance below the threshold payout level under the
incentive bonus plan, there will be no performance-based contribution; for performance between the threshold
and target payout levels, the Compensation Committee may award a contribution ranging from 50% to 100% of
the target performance-based contribution; and for performance above the target payout level, the Compensation
Committee may award a contribution of up to 150% for the performance-based portion of the award. Initial
contributions and any annual contributions, together with earnings, will cliff vest after four years provided that
the participant remains employed by the Company. For purposes of benchmarking compensation, the
Compensation Committee treats target cash awards as long-term incentive compensation. Deferred balances
under the plan are deemed to be invested in hypothetical investments selected by the participant or the
participant’s investment manager. Participants may elect to receive their vested compensation balances upon
termination of employment either through a lump sum payment or in installments over a period of up to ten years.
Participants also may elect in-service distributions through a lump sum payment or in installments over a period
of up to five years. The deferred account balances are unfunded and unsecured obligations of the Company,
receive no preferential standing, and are subject to the same risks as any of the Company’s other general
obligations. We do not pay or guarantee above-market returns. The appreciation, if any, in the account balances of
plan participants is due solely to the performance of the underlying investments selected by participants.
In addition, initial Company contributions under the 2010 Deferred Compensation Plan for new senior
executive participants who did not participate in the prior plans are 50% of base salary and are not tied to
Company performance. Thereafter, Company contributions are limited to 37.5%, as described above, of each
participant’s base salary (subject to offsets for non-U.S. executives’ pension and other benefits).
For fiscal year 2016, Messrs. Collier, Hoak, Humphries and McNamara each received deferred cash awards
with a value that averaged about 37.5% of their 2015 respective base salaries and Mr. Barbier received no
deferred cash award.
Jon Hoak Separation Agreement
For a discussion of Mr. Hoak’s Separation Agreement, please see “Executive Compensation—Potential
Payments Upon Termination or Change in Control—Jon Hoak Separation Agreement.”
Voluntary Contributions
Under the 2010 Deferred Compensation Plan, participating officers may defer up to 70% of their base salary
and bonus, net of certain statutory and benefit deductions.
Additional Company Contributions
The Company may make a discretionary matching contribution in connection with voluntary deferrals to
reflect limitations on our matching contributions under our 401(k) plan.
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Additional Information
For additional information about (i) executive contributions to the NEOs’ deferral accounts, (ii) Company
contributions to the deferral accounts, (iii) earnings on the deferral accounts, (iv) withdrawals under the deferral
accounts, and (v) deferral account balances as of the end of fiscal year 2016, see the section entitled “Executive
Compensation—Nonqualified Deferred Compensation in Fiscal Year 2016.”
Benefits
Executive Perquisites
Perquisites represent a small part of the overall compensation program for the named executive officers. In
fiscal year 2016, we paid the premiums on long-term disability insurance for our named executive officers. We
also reimbursed Mr. Barbier for costs associated with his international assignment, which are discussed below. In
addition, we reimbursed Mr. Barbier for FICA and Medicare taxes due upon the partial vesting of his deferred
bonuses during fiscal year 2016. These and certain other benefits are quantified under the “All Other
Compensation” column in the Summary Compensation Table.
As discussed above, we have replaced our prior deferred compensation plans with our 2010 Deferred
Compensation Plan. Under the prior plans, vested amounts were not paid until termination, while the new plan
provides for distribution options, including in-service distributions. For amounts vesting under the prior plans, we
will continue to reimburse the executives for FICA taxes since the executives will continue to be unable to access
vested funds prior to retirement; however, the executives will continue to be responsible for the tax liability
associated with the reimbursement. For amounts vesting under the new plan, the executives will be responsible
for FICA taxes and the Company will not reimburse the executives for any taxes due upon vesting.
While Company aircraft are generally used for Company business only, our Chief Executive Officer and
Chief Financial Officer and their spouses and guests may be permitted to use Company aircraft for personal
travel, provided that Company aircraft are not needed for business purposes at such time. We calculate the
incremental cost to the Company for use of the Company aircraft by using an hourly rate for each flight hour. The
hourly rate is based on the variable operational costs of each flight, including but not necessarily limited to the
following: fuel, maintenance, flight crew travel expense, catering, communications, and fees which include flight
planning, ground handling and landing permits. On August 30, 2012, the Compensation Committee eliminated
the gross-up that was previously provided under this policy. These benefits are quantified under the “All Other
Compensation” column in the Summary Compensation Table.
Relocation Assignments
In connection with Mr. Barbier’s relocation assignment to the Company’s San Jose facility, originally
effective August 30, 2010 and amended to provide a continuation of certain benefits as of March 5, 2013, we
agreed to reimburse Mr. Barbier for certain relocation expenses incurred by Mr. Barbier, including a housing
allowance of $6,000 per month and an auto allowance of up to $1,200 per month until June 30, 2016. These
benefits are quantified under the “All Other Compensation” column in the Summary Compensation Table. For
Mr. Barbier, the amount includes reimbursement of $151,221 for the incremental taxes due as a result of his
relocation to the Company’s San Jose facility.
401(k) Plan; French Defined Contribution Pension Plan
Under our 401(k) Plan, all of our employees are eligible to receive matching contributions. Effective fiscal
year 2011, we also instituted a new annual discretionary matching contribution. The amount of any discretionary
annual contribution will be based on Company performance and other economic factors as determined at the end
of the fiscal year. For fiscal year 2016, we elected not to make a discretionary contribution. We do not provide an
excess 401(k) plan for our executive officers.
Mr. Barbier participates in defined contribution pension schemes mandated under French law. For fiscal year
2016, the Company made required contributions aggregating approximately $68,534.
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Other Benefits
Executive officers are eligible to participate in all of the Company’s employee benefit plans, such as
medical, dental, vision, group life, disability, and accidental death and dismemberment insurance, in each case on
the same basis as other employees, subject to applicable law.
Termination and Change of Control Arrangements
The named executive officers are entitled to certain termination and change of control benefits under their
deferred compensation plans and under certain of their equity awards. These benefits are described and quantified
under the section entitled “Executive Compensation—Potential Payments Upon Termination or Change of
Control.” The Compensation Committee had determined that a single trigger for acceleration of the executives’
deferred compensation accounts was appropriate under the Senior Executive Deferred Compensation Plan and the
Senior Management Deferred Compensation Plan in order to provide certainty of vesting for benefits that
represent the executives’ primary source of retirement benefits. No NEOs have unvested awards under the Senior
Executive Deferred Compensation Plan or the Senior Management Deferred Compensation Plan.
Under our 2010 Deferred Compensation Plan, vesting of initial and annual awards will accelerate in cases of
a change in control only if employment is terminated without cause or by the executive for good reason within
two years of the change in control, i.e., “double trigger” accelerated vesting. Under the terms of certain of our
equity incentive plans and the form of restricted share unit award agreement used for certain of our grants of
restricted share unit awards to our employees (including our executives), in the event of a change of control, each
outstanding stock option and each unvested restricted share unit award with such a provision will automatically
accelerate, unless and to the extent such award is either to be assumed or replaced. Under the terms of certain of
our equity plans, the Compensation Committee has the discretion to provide that certain awards may
automatically accelerate upon an involuntary termination of service within a designated time period following a
change of control, even if such awards are assumed or replaced. The Compensation Committee believes that these
provisions provide our Board with appropriate flexibility to address the treatment of options and restricted share
unit awards in a merger or similar transaction that is approved by our Board, while providing appropriate
protections to our executives and other employees in transactions which are not approved by our Board.
Jon Hoak Separation Agreement
On June 20, 2016, Mr. Hoak notified the Company that he intends to retire from his current role of
Executive Vice President and General Counsel effective June 30, 2016. Mr. Hoak has agreed to provide
transitional services through June 30, 2017. In anticipation of such transitional services, Mr. Hoak entered into a
Separation Agreement and Release (the “Agreement”) with the Company. Pursuant to the Agreement, and in
consideration for a general release, Mr. Hoak will receive the following from the Company: (1) a payment of
Mr. Hoak’s quarterly bonus based on actual results for the Company’s first quarter of fiscal year 2017;
(2) continued vesting and payout of restricted share units, performance share units and the long-term,
performance-based cash incentive that are scheduled to vest or be paid (in accordance with actual performance)
on or before June 30, 2017; (3) a separation payment of $1,050,000, to be paid on March 15, 2017; and (4) a
payment of approximately $24,000 in connection with 18 months of COBRA insurance premiums to be paid on
December 30, 2016. All of Mr. Hoak’s unvested restricted share units, performance share units and long-term,
performance-based cash incentives which do not vest on or prior to June 30, 2017 will terminate as of June 30,
2017, and except as described above, Mr. Hoak will not be eligible for an annual incentive bonus for fiscal 2017.
Executive Share Ownership Guidelines
In fiscal year 2011, to more closely align the interests of our management with those of our shareholders,
our Board of Directors, upon the recommendation of the Compensation Committee, adopted share ownership
guidelines for all of our executive officers and direct reports of the chief executive officer. The ownership
guidelines provide for our executive officers to own a minimum number of our ordinary shares, which (i) for our
CEO, is the number of shares having a value equal to at least four times his annual base salary though
Mr. McNamara currently holds nearly 20 times his annual base salary, (ii) for our CFO, is the number of shares
having a value equal to at least two and one-half times his annual base salary and (iii) for all of our other
executive officers and CEO direct reports, is the number of shares having a value equal to at least one and
one-half times his or her annual base salary. All ordinary shares and vested restricted share units held by our
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executives, as well as the value of fully-vested stock options (net of the value of taxes), count toward these goals.
The guidelines provide for our executives to reach these goals within five years of the date that the Board
approved the guidelines or the date they joined the Company, whichever is later, and to hold such a minimum
number of shares for as long as he or she remains an officer. The Company has determined that the named
executive officers are on target to be in compliance with the requirements under the guidelines by the deadline.
Executive Incentive Compensation Recoupment Policy
In May 2010, the Compensation Committee recommended and our Board adopted an Executive Incentive
Compensation Recoupment Policy. The policy covers our executive officers and direct reports of our chief
executive officer, and applies to bonuses or awards under the Company’s short and long-term incentive bonus
plans, awards under our equity incentive plans, and contributions under our deferred compensation plans where
the contributions are based on the achievement of financial results. In the event of a material restatement of
financial results where a covered officer engaged in fraud or misconduct that caused the need for the restatement,
the Board will have discretion to recoup incentive compensation of any covered officer if and to the extent the
amount of compensation which was paid or which vested would have been lower if the financial results had been
properly reported. In the case of equity awards that vested based on the achievement of financial results that were
subsequently reduced, the Board also may seek to recover gains from the sale or disposition of vested shares
(including shares purchased upon the exercise of options that vested based on the achievement of financial
results). In addition, the Board will have discretion to cancel outstanding equity awards where the financial
results which were later restated were considered in granting such awards. The Board only may seek recoupment
in cases where the restatement occurs within 36 months of the publication of the audited financial statements that
are restated.
COMPENSATION RISK ASSESSMENT
With the assistance of Mercer, the Compensation Committee reviewed our compensation policies and
practices during fiscal year 2016 and determined that our compensation programs do not encourage excessive or
inappropriate risk-taking. The Compensation Committee believes that the design and mix of our compensation
programs appropriately encourage our executive and senior officers to focus on the creation of long-term
shareholder value. In its review, the Compensation Committee noted the following features:
• The Company’s pay levels are generally aligned with market pay levels (i.e., not so low that management
would pursue extreme risk to achieve significantly higher pay, nor too high to have excessive incentives
to meet or exceed target payouts).
• The Company’s compensation programs utilize best practices designed to mitigate risk, including, but not
limited to:
• a balanced mix of short-term cash and long-term equity pay;
• an incentive programs fund based on a mix of performance metrics and over varying time frames (not
just short-term revenue or net income);
• a long-term incentive program that includes time and performance-vested awards, where the
performance awards require favorable long-term shareholder results to deliver value;
•
•
incentive programs that have payout caps and reasonable leverage;
share ownership guidelines and anti-hedging/pledging policies that encourage long-term equity
ownership;
• our Committee having the ability to exercise discretion over goals; and
• a Board-adopted, incentive compensation recoupment policy.
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The following table sets forth the fiscal year 2014, 2015 and 2016 compensation for:
EXECUTIVE COMPENSATION
• Michael M. McNamara, our chief executive officer;
• Christopher Collier, our chief financial officer; and
• Francois P. Barbier, Jonathan S. Hoak, and Paul Humphries.
The executive officers included in the Summary Compensation Table are referred to in this proxy statement
as our named executive officers or NEOs. A detailed description of the plans and programs under which our
named executive officers received the following compensation can be found in the section entitled
“Compensation Discussion and Analysis” of this proxy statement. Additional information about these plans and
programs is included in the additional tables and discussions which follow the Summary Compensation Table.
Summary Compensation Table
Name and Principal
Position
Year
Salary
($)(1)
Non-Equity
Incentive
Share Plan
Bonus Awards Compensation
($)(2) ($)(3) ($)(4)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation All Other
Earnings Compensation
($)(5) ($)(6) Total ($)
Chief Financial Officer
Chief Executive Officer
Christopher Collier . . . . . . . . . . . . 2016 $ 675,000 $126,690 $2,039,304 $ 603,850
Michael M. McNamara . . . . . . . . 2016 $1,250,000 $481,055 $9,432,393 $1,524,874
2015 $ 650,000 $556,593 $2,284,397 $1,212,320 $
2014 $ 538,750 $385,986 $1,878,800 $ 686,544 $
Francois P. Barbier . . . . . . . . . . . . 2016 $ 695,000 $ 64,242 $2,020,574 $ 621,742
2015 $ 675,000 $ 64,011 $2,094,046 $1,258,948
2014 $ 625,000 $304,352 $2,989,000 $ 858,180 $
— $1,051,811 $ 341,572
— $ 951,842 $ 712,132 $
— $ 1,281,00 $ 499,305 $
Paul Humphries . . . . . . . . . . . . . . 2016 $ 695,000 $167,550 $1,979,824 $ 925,868
— $ 55,782 $12,525,799
2015 $1,250,000 $528,965 $9,004,569 $3,179,160 $ 252,445 $ 89,901 $14,305,040
— $ 7,686,00 $2,340,492 $2,124,917 $ 40,698 $13,442,107
2014 $1,250,000
— $ 46,115 $ 3,474,359
38,559 $ 66,453 $ 4,808,322
13,010 $ 21,625 $ 3,524,715
— $350,526 $ 3,711,334
— $451,071 $ 4,543,076
28,763 $402,511 $ 5,207,806
— $ 19,272 $ 1,937,654
12,740 $ 23,467 $ 2,225,181
442 $ 27,702 $ 2,308,449
— $ 23,636 $ 3,791,878
19,403 $ 22,901 $ 4,535,985
69,205 $ 17,397 $ 4,816,539
Jonathan S. Hoak . . . . . . . . . . . . . 2016 $ 525,000
2015 $ 525,000
2014 $ 500,000
2015 $ 675,000 $163,949 $2,094,046 $1,560,686 $
— $2,989,000 $1,115,937 $
2014 $ 625,000
President, Global Operations
and Components
Executive Vice President
and General Counsel
President, High Reliability
Solutions and Executive Vice
President, Human Resource
(1) Each of the above mentioned named executive officers, except Mr. Barbier, contributed a portion of his
fiscal year 2016 salary to his 401(k) savings plan account. All amounts contributed are included under this
column.
(2) For fiscal year 2016, this column shows the unvested portion of Messrs. McNamara’s, Collier’s, Barbier’s
and Humphries’ respective deferred compensation accounts that vested on July 1, 2015. For additional
information about the Company’s deferred compensation arrangements, see the section entitled
“Compensation Discussion and Analysis—Deferred Compensation” of this proxy statement and the
discussion under the section entitled “Nonqualified Deferred Compensation in Fiscal Year 2016” of this
proxy statement.
(3) Share awards consist of service-based, performance-based restricted share unit awards, and profits interests
unit awards. The amounts in this column do not reflect compensation actually received by the named
executive officers nor do they reflect the actual value that will be recognized by the named executive
officers. Instead, the amounts reflect the grant date fair value for grants made by us in fiscal years 2014,
2015 and 2016, calculated in accordance with FASB ASC Topic 718. The performance-based restricted
share unit awards included in this column are at the target number of shares as follows for fiscal year 2016:
359,504 performance-based restricted share unit awards, or $4,864,089 for Mr. McNamara; 51,652
performance-based restricted share unit awards, or $772,714 for Mr. Collier; 50,557 performance-based
restricted share unit awards, or $756,333 for Mr. Barbier; 26,859 performance-based restricted share unit
awards, or $401,811 for Mr. Hoak; and 50,557 performance-based restricted share unit awards, or $756,333
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for Mr. Humphries. If the maximum payout is earned, the value of the performance-based restricted share
unit awards would be 200% of those amounts as follows for fiscal year 2016: $9,728,178 for Mr. McNamara;
$1,545,428 for Mr. Collier; $1,512,666 for Mr. Barbier; $803,622 for Mr. Hoak; and $1,512,666 for
Mr. Humphries. In addition, the profits interests unit awards included in this column as follows for fiscal year
2016: 1,339,297 profits interests unit awards, or $218,305 for Mr. McNamara; 100,000 profits interests unit
awards, or $16,600 for Mr. Collier; and 250,000 profits interests unit awards, or $40,750 for Mr. Barbier.
For additional information regarding the assumptions made in calculating the amounts reflected in this
column, see Note 3 to our audited consolidated financial statements, “Share-Based Compensation,” included
in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016.
(4) The amounts in this column represent incentive cash bonuses earned in fiscal year 2016. For additional
information, see the section entitled “Compensation Discussion and Analysis—Fiscal Year 2016 Executive
Compensation—Incentive Bonus Plan” of this proxy statement.
(5) The amount in this column for fiscal year 2016 represents the above-market earnings on the vested portions
of our NEOs nonqualified deferred compensation accounts in fiscal year 2016. None of our NEOs received
above-market earnings on the vested portions of their deferred compensation accounts or participated in any
defined benefit or actuarial pension plans in fiscal year 2016. Above-market earnings represent the
difference between market interest rates determined pursuant to SEC rules and earnings credited to the
vested portion of the named executive officers’ deferred compensation accounts. See the Nonqualified
Deferred Compensation in Fiscal Year 2016 table of this proxy statement for additional information.
(6) The following table provides a breakdown of compensation included in the “All Other Compensation”
column for fiscal year 2016:
Pension/
Savings
Plan
Company
Match
Expenses/
Social
Security
($)(1)
$10,600
$10,850
$68,534
$ 9,625
$10,800
Name
Michael M. McNamara . . .
Christopher Collier . . . . . . .
Francois P. Barbier . . . . . . .
Jonathan S. Hoak . . . . . . . .
Paul Humphries . . . . . . . . .
Medical/
Enhanced
Long-Term
Disability
($)(2)
$12,642
$ 2,325
$30,566
$ 9,647
$10,560
Personal
Aircraft
Usage
($)(3)
$18,155
$29,464
—
—
—
Relocation/
Expatriate
Assignment
Expenses
($)(4)
—
—
$87,400
—
—
Tax
Reimbursements
($)(5)
$ 14,385
3,476
$
$164,026
—
2,276
$
Total ($)
$ 55,782
$ 46,115
$350,526
$ 19,272
$ 23,636
(1) The amounts in this column represent the Company’s regular employer matching contributions to the
401(k) saving plan accounts for Messrs. McNamara, Collier, Hoak and Humphries. In the case of
Mr. Barbier, it represents Company contributions to the mandatory social security programs under
applicable French law. Amounts for Mr. Barbier have been converted into dollars from Euros based on the
average exchange rate for the 2016 fiscal year.
(2) The amounts in this column represent the Company’s contribution to the executive long-term disability
program which provides additional benefits beyond the basic employee long-term disability program.
(3) The amounts in this column represent the aggregate incremental costs resulting from the personal use of the
company aircraft. Costs include a portion of ongoing maintenance and repairs, aircraft fuel, satellite
communications and travel expenses for the flight crew. It excludes non-variable costs which would have
been incurred regardless of whether there was any personal use of aircraft.
(4) These amounts represent the costs associated with Mr. Barbier’s relocation to the Company’s San Jose
facility for housing allowances of $72,000 and vehicle allowances of $14,400 and relocation fees of $1,000.
(5) For Mr. Barbier, the amount includes reimbursement of $151,221 for the incremental taxes due as a result of
his relocation to the Company’s San Jose facility and $12,805 for the payment of Basic Social Security. For
Messrs. McNamara, Collier and Humphries, these amounts represent the payment of taxes on their behalf
with respect to Medicare, due to the vesting of deferred compensation on July 1, 2015. See the section
entitled “Compensation Discussion and Analysis—Benefits—Executive Perquisites” of this proxy statement.
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Grants of Plan-Based Awards in Fiscal Year 2016
The following table presents information about non-equity incentive plan awards and restricted share unit
awards that we granted in our 2016 fiscal year to our named executive officers. We did not grant any stock
options to our named executive officers during our 2016 fiscal year.
Name
Michael M. McNamara .
Grant
Date
Christopher Collier . . . .
Francois P. Barbier . . . .
Jonathan S. Hoak . . . . .
Paul Humphries . . . . . .
All Other
Share Grant
Awards: Date
Estimated Future Payouts Under Estimated Future Payouts Under Number of Fair
Non-Equity Incentive Plan Awards (1) Equity Incentive Plan Awards (2) Shares of Value of
Stock or Share
Target Maximum Threshold Target Maximum Units Awards
Threshold
(#) (#) ($)(5)
($)
($) ($) (#) (#)
06/10/2015
06/10/2015
06/10/2015
10/15/2015
— $937,500
—
—
—
—
— $371,250
— $312,500
—
—
—
— $382,250
— $305,875
—
—
—
— $210,000
— $162,500
—
—
— $382,250
— $305,875
—
—
06/10/2015
06/10/2015
10/15/2015
06/10/2015
06/10/2015
10/15/2015
06/10/2015
06/10/2015
06/10/2015
06/10/2015
—
—
—
—
$1,875,000 $4,687,500 —
—
— 44,938 179,752
— 89,876 179,752
—
— —
—
— —
$ 742,500 $1,856,250 —
—
$ 625,000 $1,250,000
—
—
—
— $2,689,090
359,504
— $2,174,999
359,504
—
359,504(3)$4,349,998
— 1,339,297(4)$ 218,305
—
—
—
—
—
—
— 12,913 51,652
—
— —
—
— —
$ 764,500 $1,911,250 —
—
$ 611,750 $1,223,500
—
—
—
— 12,639 50,557
—
— —
—
— —
$ 420,000 $1,050,000 —
—
$ 325,000 $ 650,000
—
—
— 6,715 26,859
—
— —
$ 764,500 $1,911,250 —
—
$ 611,750 $1,223,500
103,304
—
—
—
101,114
—
—
—
53,718
—
—
— $ 772,714
103,305(3)$1,249,991
16,600
100,000(4)$
—
—
— $ 756,333
101,115(3)$1,223,492
40,750
250,000(4)$
—
—
— $ 401,811
53,719(3)$ 650,000
—
—
—
—
— 12,639 50,557
—
— —
101,114
—
— $ 756,333
101,115(3)$1,223,492
(1) These amounts show the range of possible payouts under our cash incentive programs for fiscal year 2016.
For Mr. McNamara, the amounts correspond to the range of possible payouts under the incentive bonus
plan. The maximum payment represents 250% of the target payment. The threshold payment represents 50%
of target payout levels. For Messrs. Collier, Barbier, Hoak and Humphries, the amounts reflect the range of
payouts possible under the incentive bonus plan and the Free Cash Flow LTIP awarded on April 1, 2015.
The maximum payment represents 250% and 200% of the target payment for our incentive cash bonus
program and FCF LTIP, respectively. The threshold payment represents 50% of target payout levels. For the
annual incentive bonus plan, the amounts actually earned in fiscal year 2016 are reported as Non-Equity
Incentive Plan Compensation in the Summary Compensation Table and broken down in footnote 4 thereof.
For additional information, see the section entitled “Compensation Discussion and Analysis—Fiscal Year
2016 Executive Compensation—Incentive Bonus Plan” and “Compensation Discussion and
Analysis—Fiscal Year 2016 Executive Compensation—Long-Term Share- and Cash-Based Incentive
Compensation” of this proxy statement.
(2) These columns show the range of estimated future vesting of performance-based restricted share unit awards
granted in fiscal year 2016 under our 2010 Equity Incentive Plan. The restricted share unit awards cliff vest
after three years, with vesting being based on percentile rank of the Company’s Total Shareholder Return
(TSR) in the constituents of the S&P 500 Index. The maximum payment for each executive officer
represents 200% of the target payment. The threshold payment for each named executive officer represents
25% of target payout levels. In addition, under our FCF LTIP, Mr. McNamara was granted 179,752
performance-based restricted share unit awards which cliff vest after three years, with vesting based on the
cumulative three-year increase of free cash flow from operations of the Company. The maximum payment
for Mr. McNamara represents 200% of the target payment. The threshold payment for Mr. McNamara
represents 50% of target payout levels. For additional information, see the section entitled “Compensation
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Discussion and Analysis—Fiscal Year 2016 Executive Compensation—Long-Term Share- and Cash-Based
Incentive Compensation” of this proxy statement.
(3) These amounts show the number of service-based restricted share units granted in fiscal year 2016 under
our 2010 Equity Incentive Plan. For each named executive officer, the restricted share units vest in four
annual installments at a rate of 25% per year, provided that the executive continues to remain employed on
the vesting dates. For additional information, see the section entitled “Compensation Discussion and
Analysis—Long-Term Share-and-Cash Based Incentive Compensation—Grants During Fiscal Year 2016” of
this proxy statement.
(4) These amounts show the number of profits interests shares of Elementum granted in fiscal year 2016 under
the Elementum Plan. For each named executive officer, the shares vest in four annual installments at a rate
of 25% per year, provided that the executive continues to remain employed on the vesting dates, and the
values are only recognized upon an Elementum liquidity event.
(5) This column shows the grant-date fair value of service-based and performance-based restricted share unit
awards, at the target level, under FASB ASC Topic 718 granted to our named executive officers in fiscal
year 2016. The grant-date fair value is the amount that we will expense in our financial statements over the
award’s vesting schedule. Expense will be reversed for awards that do not vest as a result of the named
executive officers not meeting the requisite service requirement; however expense will not be reversed for
awards that do not vest as a result of not achieving the performance requirement. For restricted share unit
awards with service-based vesting, fair value is the closing price of our ordinary shares on the grant date.
For restricted share unit awards where vesting is contingent on meeting a market condition, the grant-date
fair value was calculated using a Monte Carlo simulation. Additional information on the valuation
assumptions is included in Note 3 of our audited consolidated financial statements, “Share-Based
Compensation,” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016.
These amounts reflect our accounting expense, and do not correspond to the actual value that will be
recognized by the named executive officers.
Outstanding Equity Awards at 2016 Fiscal Year-End
The following table presents information about outstanding options and share awards held by our named
executive officers as of March 31, 2016. The table shows information about:
• stock options,
• service-based restricted share units, and
• performance-based restricted share units.
The market value of the share awards is based on the closing price of our ordinary shares as of March 31,
2016, which was $12.06. Market values shown assume all performance criteria are met at the maximum payout
level. For additional information on our equity incentive programs, see the section entitled “Compensation
Discussion and Analysis—Long-Term Incentive Programs—Share-Based Compensation” of this proxy statement.
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Option Awards Share Awards
Equity
Equity Incentive
Incentive Plan
Plan Awards:
Awards: Market
Number or Payout
Number Market of Value of
of Value of Unearned Unearned
Shares Shares Shares, Shares,
or or Units or Units or
Units of Units of Other Other
Stock Stock Rights Rights
That That That That
Option Have Not Have Not Have Not Have Not
Expiration Vested Vested Vested Vested
Date (#) ($) (#)(1) ($)
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$11.23
—
04/17/2016 — — — —
— 2,310,274(2) $11,928,288 2,349,602(3) $28,336,200
—
—
— 360,908(4) $ 3,163,150 443,440(5) $ 5,347,886
— 558,710(6) $ 3,763,793 561,240(7) $ 6,768,554
$ 8.09
—
02/28/2018 — — — —
— 147,512(8) $ 1,778,995 253,776(9) $ 3,060,539
$ 5.57
$ 5.57
$ 5.57
$ 5.57
$ 5.57
$ 5.57
$ 5.57
$ 5.57
$ 5.57
—
08/11/2016 — — — —
08/11/2016 — — — —
08/11/2016 — — — —
08/11/2016 — — — —
08/11/2016 — — — —
08/11/2016 — — — —
08/11/2016 — — — —
08/11/2016 — — — —
08/11/2016 — — — —
— 304,960(10)$ 3,677,818 561,240(11)$ 6,768,554
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Number of
Securities
Underlying
Unexercised
Options
(#)
Number of
Securities
Underlying
Unexercised
Options
(#)
Name
Exercisable
Unexercisable
Michael M.
McNamara . . .
Christopher
Collier . . . . . .
Francois P.
Barbier . . . . . .
Jonathan S.
Hoak . . . . . . . .
Paul
Humphries . . .
466,667
—
—
—
150,000
—
12,500
2,752
213,889
2,539
872
392
585
19,960
50,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1) This column includes performance-based restricted share unit awards granted in fiscal years 2014, 2015 and
2016 under our 2010 Equity Incentive Plan. For grants made in fiscal year 2014, 2015 and 2016, 100% of
the restricted share unit awards vest after three years, if the performance criteria are met. Vesting of the
performance-based awards for 2014 will depend on (a) the Company’s total shareholder return versus total
shareholder return of the S&P 500 and (b) total shareholder return versus that of an extended EMS group.
Vesting of the performance-based awards for 2015 and 2016 will depend on the Company’s total shareholder
return versus total shareholder return of the constituents of the S&P 500.
(2) 112,500 shares vest on May 17, 2016; 225,000 shares vest at a rate of 112,500 shares per year for two years,
with the next vesting date on May 21, 2016; 273,973 shares vest at a rate of 91,324 shares per year for three
years, with the first vesting date on June 26, 2016; 359,504 shares vest at a rate of 89,876 shares per year
for four years, with the first vesting date on June 10, 2016; and 1,339,297 shares vest at a rate of 334,824
shares per year for four years, with the first vesting date on October 15, 2016.
(3) 900,000 shares vest on May 21, 2016 assuming a maximum payout of 200%; 730,594 shares vest on
June 26, 2017 assuming a maximum payout of 200%; and 719,008 shares vest on June 10, 2018 assuming a
maximum payout of 200%.
(4) 12,500 shares vest on May 17, 2016; 55,000 shares vest at a rate of 27,500 shares per year for two years,
with the next vesting date on May 21, 2016; 90,103 shares vest at a rate of 30,034 shares per year for three
years, with the first vesting date on June 26, 2016; 103,305 shares vest at a rate of 25,826 shares per year
for four years, with the first vesting date on June 10, 2016; and 100,000 shares vest at a rate of 25,000
shares per year for four years, with the first vesting date on October 15, 2016..
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(5) 220,000 shares vest on May 21, 2016 assuming a maximum payout of 200%; 120,136 shares vest on
June 26, 2017 assuming a maximum payout of 200%; and 103,304 shares vest on June 10, 2018 assuming a
maximum payout of 200%.
(6) 37,500 shares vest on May 17, 2016; 87,500 shares vest at a rate of 43,750 shares per year for two years,
with the next vesting date on May 21, 2016; 82,595 shares vest at a rate of 27,531 shares per year for three
years, with the first vesting date on June 26, 2016; 101,115 shares vest at a rate of 25,279 shares per year
for four years, with the first vesting date on June 10, 2016; and 250,000 shares vest at a rate of 62,500
shares per year for four years with the first vesting date on October 15, 2016.
(7) 350,000 shares vest on May 21, 2016 assuming a maximum payout of 200%; 110,126 shares vest on
June 26, 2016 assuming a maximum payout of 200%; and 101,114 shares vest on June 10, 2018 assuming a
maximum payout of 200%.
(8) 18,750 shares vest on May 17, 2016; 37,500 shares vest at a rate of 18,750 shares per year for two years,
with the next vesting date on May 21, 2016; 37,543 shares vest at a rate of 12,514 shares per year for three
years, with the first vesting date on June 26, 2016; and 53,719 shares vest at a rate of 13,430 shares per year
for four years, with the first vesting date on June 10, 2016.
(9) 150,000 shares vest on May 21, 2016 assuming a maximum payout of 200%; 50,058 shares vest on June 26,
2017 assuming a maximum payout of 200%; and 53,718 shares vest on June 10, 2018 assuming a maximum
payout of 200%.
(10) 33,750 shares vest on May 17, 2016; 87,500 shares vest at a rate of 43,750 shares per year for two years,
with the first vesting date on May 21, 2016; 82,595 shares vest at a rate of 27,531 shares per year for three
years, with the first vesting date on June 26, 2016; and 101,115 shares vest at a rate of 25,279 shares per
year for four years, with the first vesting date on June 10, 2016.
(11) 350,000 shares vest on May 21, 2016 assuming a maximum payout of 200%; 110,126 shares vest on
June 26, 2017 assuming a maximum payout of 200%; and 101,114 shares vest on June 10, 2018 assuming a
maximum payout of 200%.
Option Exercises and Shares Vested in Fiscal Year 2016
The following table presents information for each of our named executive officers on (1) stock option
exercises during fiscal year 2016, including the number of shares acquired upon exercise and the value realized
and (2) the number of shares acquired upon the vesting of share awards in the form of restricted share units
during fiscal year 2016 and the value realized, in each case before payment of any applicable withholding tax
and broker commissions.
Option Awards Share Awards
Number of Shares Number of Shares
Acquired on Value Realized Acquired on Value Realized
Exercise on Exercise Vesting on Vesting
Name (#) ($)(1) (#) ($)(2)
Michael M. McNamara . . . . . . . . . . . . . . . . 7,753,032 $41,499,680 1,355,324 $16,699,391
Christopher Collier . . . . . . . . . . . . . . . . . . . . 475,000 $ 2,118,283 191,284 $ 2,345,158
Francois P. Barbier . . . . . . . . . . . . . . . . . . . . 278,862 $ 1,924,492 451,631 $ 5,566,445
Jonathan S. Hoak . . . . . . . . . . . . . . . . . . . . . — — 179,639 $ 2,223,868
Paul Humphries . . . . . . . . . . . . . . . . . . . . . . 150,000 $ 1,563,703 385,381 $ 4,754,334
(1) The amounts in this column reflect the aggregate dollar amount realized upon exercise of the options
determined by the difference between the market price of the underlying shares at exercise and the exercise
price of the options.
(2) The amounts in this column reflect the aggregate dollar amount realized upon the vesting of restricted share
unit awards determined by multiplying the number of ordinary shares underlying such awards by the market
value of the underlying shares on the vesting date.
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Our named executive officers do not receive any compensation in the form of pension benefits.
Pension Benefits in Fiscal Year 2016
Nonqualified Deferred Compensation in Fiscal Year 2016
Each of our named executive officers participates in our 2010 Deferred Compensation Plan. Our deferred
compensation program is intended to promote retention by providing a long-term savings opportunity on a
tax-efficient basis. Beginning in fiscal year 2011, we replaced our existing deferred compensation plans with the
2010 Deferred Compensation Plan. Under the 2010 plan, participating officers may defer up to 70% of their
base salary and bonus, net of certain statutory and benefit deductions. The Company may make a discretionary
matching contribution for these deferrals to reflect limitations on our matching contribution under our
401(k) plan. During fiscal year 2015, the Compensation Committee approved a change to the funding of the
deferred compensation program whereby 50% of the funding would be paid as a percent of base salary and 50%
would be performance-based. This aligns to the distribution of performance and time-based elements in our
other long-term compensation programs. Under this plan, we may make annual contributions, in amounts up to
37.5% of each participant’s base salary (subject to offsets for non-U.S. executives’ pension and other benefits),
which will cliff vest after four years. Amounts credited to the deferral accounts are deemed to be invested in
hypothetical investments selected by a participant or an investment manager on behalf of each participant.
Participants in the 2010 Deferred Compensation Plan may receive their vested deferred compensation balances
upon termination of employment at such time as is specified in their deferral agreements, which may include a
lump sum payment or installment payments made over a period of years. Participants also may elect in-service
distributions through a lump sum payment or in installments over a period of up to five years.
Prior to fiscal year 2011, Mr. McNamara participated in our senior executive deferred compensation plan,
which we refer to as the senior executive plan. Participants in the senior executive plan received long-term deferred
bonuses, which were subject to vesting requirements. In addition, a participant was able to defer up to 80% of his
salary and up to 100% of his cash bonuses. The deferred compensation was credited to a deferral account
established under the senior executive plan for recordkeeping purposes. Amounts credited to the deferral accounts
are deemed to be invested in hypothetical investments selected by an investment manager on behalf of each
participant. Participants in the senior executive plan may receive their vested deferred compensation balances upon
termination of employment either through a lump sum payment or in installments over a period of up to 10 years.
Prior to fiscal year 2011, Messrs. Barbier, Collier and Humphries participated in the Company’s senior
management deferred compensation plan (referred to as the senior management plan). Under the senior
management plan, participants received deferred discretionary contributions, which were subject to vesting
requirements. Deferred balances under the senior management plan are deemed to be invested in hypothetical
investments selected by the participant or the participant’s investment manager. Participants in the senior
management plan will receive their vested deferred compensation balances upon termination of employment
through a lump sum payment on the later of January 15th of the year following termination and six months
following termination. In addition, any unvested portions of the deferral accounts will become 100% vested if
the executive’s employment is terminated as a result of his or her death.
Under each of the deferred compensation plans, we entered into trust agreements providing for the
establishment of irrevocable trusts into which we are required to deposit cash or other assets as specified in the
applicable deferral agreement, equal to the aggregate amount required to be credited to the participant’s deferral
account, less any applicable taxes to be withheld. The deferred account balances of the participants in deferred
compensation plans are unfunded and unsecured obligations of the Company, receive no preferential standing,
and are subject to the same risks as any of our other general obligations.
For a discussion of the contributions granted to each of the named executive officers and their vesting
terms, including vesting upon the executive’s termination or a change in control of the Company, see the sections
entitled “Compensation Discussion and Analysis—Long-Term Deferred Compensation Awards” of this proxy
statement and “Executive Compensation—Potential Payments Upon Termination or Change of Control” below.
The following table presents information for fiscal year 2016 about: (i) contributions to the named
executive officers’ deferred compensation plan accounts by the executive; (ii) contributions to the NEOs’
deferred compensation plan accounts by the Company; (iii) aggregate earnings (or losses) on the deferred
compensation plan accounts; (iv) aggregate withdrawals and distributions from the deferred compensation plan
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accounts; and (v) the deferred compensation plan account balances as of the end of the fiscal year. For fiscal
year 2016, Messrs. McNamara, Collier, Hoak, and Humphries each received deferred compensation awards
averaged about 37.5% of their 2015 respective base salaries.
Nonqualified Deferred Compensation Table
Executive
Contributions
in Last
Fiscal Year
($)(1)
Aggregate
Registrant Earnings
Contributions (Losses)
in Last in Last
Fiscal Year Fiscal Year
($)(2) ($)(3)
Aggregate
Aggregate Balance
Withdrawals/ at Fiscal
Distributions Year-End
($)(4) ($)(5)
Name
Michael M. McNamara . . . . . .
Christopher Collier . . . . . . . . . .
Francois P. Barbier . . . . . . . . . .
Jonathan S. Hoak . . . . . . . . . . .
Paul Humphries . . . . . . . . . . . .
$
—
7,031
—
$404,150
—
$468,750
$243,750
—
$196,875
$253,125
$(751,372) — $16,426,701
$ (56,824) — $ 2,101,234
$ (15,343) $128,483 $ 837,290
$ (33,565) — $ 1,349,970
$ (77,261) $ 96,842 $ 1,999,556
(1) Reflects the salary payments deferred by our named executive officers during the fiscal year. These amounts
are included in the Summary Compensation Table under the “Salary” column.
(2) These amounts represent contributions under the 2010 deferred compensation plan. These awards cliff vest
after four years. None of these awards have vested under this plan as of March 31, 2016. These amounts,
including any earnings or losses thereon, will be reported under the “Bonus” column of the Summary
Compensation Table upon vesting in future years if the executive continues to be a named executive officer.
For additional information on these contributions and their vesting terms, including vesting upon the
executive’s termination or change in control of the Company, see the sections entitled “Compensation
Discussion and Analysis—Long-Term Deferred Compensation Awards” of this proxy statement and
“Executive Compensation—Potential Payments Upon Termination or Change of Control.”
(3) Reflects earnings (or losses) for each named executive officer on both the vested and unvested portions of
the executive’s deferred compensation account(s). The above-market portion of the earnings on the vested
portion of the executive’s deferred compensation account(s) is included under the “Change in Pension Value
and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. Any
earnings that vest in a given year are reported in the “Bonus” column in the Summary Compensation Table.
(4) The amount in this column reflects distributions made to Messrs. Barbier and Humphries during the fiscal
year 2016.
(5) The amounts in this column have previously been reported in the Summary Compensation Table for this and
prior fiscal years as follows: Michael M. McNamara—$16,426,701; Christopher Collier—$1,599,851;
Francois P. Barbier—$993,430; Jonathan S. Hoak—$584,527; and Paul Humphries—$887,114. The
amounts in this column include the following unvested balances related to the respective 2010 deferred
compensation plan account of the named executive officers: Michael M. McNamara—$1,240,268;
Christopher Collier—$452,909; Jonathan S. Hoak—$374,474; Paul Humphries—$461,925; and Francois P.
Barbier—$0.
Potential Payments Upon Termination or Change in Control
As described in the section entitled “Compensation Discussion and Analysis” of this proxy statement, our
named executive officers do not have employment or severance agreements with us. However, our named
executive officers are entitled to certain termination and change in control benefits under each executive’s
deferred compensation plan and under certain equity awards.
Acceleration of Vesting of Deferred Compensation
If the employment of any participant in the 2010 deferred compensation plan is involuntarily terminated by
the Company without cause or is terminated by the executive with good reason within two years following a
change in control (as defined in the 2010 deferred compensation plan), the entire unvested portion of the
deferred compensation account of the named executive officer will vest.
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Acceleration of Vesting of Equity Awards
The number of unvested equity awards held by each named executive officer as of March 31, 2016 is listed
above in the Outstanding Equity Awards at 2016 Fiscal Year-End table. All unvested outstanding equity awards
held by our named executive officers at the end of fiscal year 2016 were granted under the 2010 Plan, which
provide certain benefits to plan participants in the event of the termination of such participant’s employment or a
change in control of the Company. The terms of these benefits are described below.
Exercise of Stock Options Upon Termination; Treatment of Certain Awards Upon Retirement
Under the terms of the form of award agreement for options granted under the 2010 Plan, if a plan
participant ceases to provide services to the Company for any reason other than death, cause (as defined in the
plan) or disability (as defined in the plan), then the participant may exercise any options which have vested by
the date of such termination within three months of the termination date or such other period not exceeding the
term of the option, as determined by the Compensation Committee. If a participant ceases to provide services to
the Company because of death or disability, then the participant may exercise any options which have vested by
the date of such termination within 12 months of the termination date or such other period not exceeding the
term of the option, as determined by the Compensation Committee. All stock options held by a plan participant
who is terminated for cause expire on the termination date, unless otherwise determined by the Compensation
Committee. In addition, subject to any waiver by the Compensation Committee, all unvested restricted share unit
awards and unvested stock options held by a plan participant will be forfeited if the participant ceases to provide
services to the Company for any reason. However, certain award agreements for performance-based restricted
share unit awards granted under our 2010 Plan provide that if a plan participant ceases to provide services to the
Company due to a retirement (meaning a voluntary termination of service after the participant has attained the
age of sixty (60) years and completed at least ten (10) years of service as an employee of the Company), then the
award will not terminate and a pro-rata number of shares subject to the award shall be issued to the participant
upon the vesting of the award agreement pursuant to the original performance criteria. None of our named
executive officers are currently eligible for this retirement benefit.
Acceleration of Vesting Upon a Change in Control
Our equity incentive plans are “double trigger” plans, meaning that unvested stock options and unvested
restricted share unit awards vest immediately only if (i) there is a change in control of the Company and
(ii)(x) such options or awards are not converted, assumed or replaced by the successor or survivor corporation or
(y) if provided by the Compensation Committee as described below, the service of the award recipient is
involuntarily terminated within a designated period following the effective date of such change in control.
Under the terms of our 2010 Plan, unless otherwise provided in the applicable award agreement or other
agreement between the Company and the participant, in the event of a change of control of the Company (as
defined in the 2010 Plan) in which the participant’s awards are not converted, assumed, or replaced by a successor
or survivor corporation, or a parent or subsidiary thereof, then such awards will become fully exercisable and all
forfeiture restrictions on such awards will lapse immediately prior to the change of control and, following the
consummation of such a change of control, all such awards will terminate and cease to be outstanding.
Where awards under the 2010 Plan are assumed or continued after a change in control, the Compensation
Committee may provide that one or more awards will automatically accelerate upon an involuntary termination
of service within a designated period (not to exceed eighteen (18) months) following the effective date of such
change in control. If the Compensation Committee so determines, any such award will, immediately upon an
involuntary termination of service following a change of control, become fully exercisable and all forfeiture
restrictions on such award will lapse.
Among our named executive officers, 2,145,778 of Mr. McNamara’s unvested restricted share unit awards,
482,628 of Mr. Collier’s unvested restricted share unit awards, 589,330 of Mr. Barbier’s unvested restricted share
unit awards, 274,400 of Mr. Hoak’s unvested restricted share unit awards, and 585,580 of Mr. Humphries’
unvested restricted share unit awards include the change in control provision described above.
Potential Payments Upon Termination or Change in Control
as of March 31, 2016
The following table and accompanying notes show the estimated payments and benefits that would have
been provided to each named executive officer as a result of (i) the accelerated vesting of deferred compensation
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in the case of a change of control with a termination of employment and (ii) the accelerated vesting of unvested
stock options and restricted share unit awards in the event of a change of control if such awards are not assumed
by the successor company in connection with the change of control.
Calculations for this table assume that the triggering event took place on March 31, 2016, the last business
day of our 2016 fiscal year, and are based on the price per share of our ordinary shares on such date, which was
$12.06. The following table does not include potential payouts under our named executive officers’ nonqualified
deferred compensation plans relating to vested benefits.
Change in
Control and No
Change in Assumption of
Control with Award:
Termination: Accelerated
Accelerated Vesting of
Vesting of Restricted
Deferred Share Unit
Compensation Awards
Name (1) (2) Total
Michael M. McNamara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,240,268 $25,878,083 $27,118,351
Christopher Collier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 452,909 $ 5,820,494 $ 6,273,403
Francois P. Barbier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 7,107,320 $ 7,107,320
Jonathan S. Hoak(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 374,474 $ 3,309,264 $ 3,683,738
Paul Humphries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 461,925 $ 7,062,095 $ 7,524,020
(1) The amount shown for each executive represents the portion of the unvested balance of the executive’s
deferred compensation account that would vest in the event the executive is terminated by the Company
without cause or resigns with good reason following a change in control of the Company (as defined in the
2010 deferred compensation plan). No executive’s deferred compensation account will vest upon a change
of control (without any termination following such change in control) or upon the executive’s death.
(2) The amounts shown represent the estimated value of the accelerated vesting of restricted share unit awards
following a change of control under the terms of our equity incentive plans, which assumes that such
restricted share unit awards are not assumed or replaced by the successor corporation or its parent. If such
awards are assumed or replaced in a change of control transaction, the vesting of such awards will not
accelerate; provided, that the Compensation Committee may determine that awards under the 2010 Plan may
be accelerated if the executive is terminated within a certain period (not to exceed 18 months) following a
change of control. Performance-based shares may be accelerated based on a pro-rata basis following a
change of control. All amounts shown in this column represent the intrinsic value of the awards based on the
closing price of our ordinary shares on March 31, 2016, the assumed date of the triggering event.
(3) On June 20, 2016, Mr. Hoak notified the Company that he was going to retire effective June 30, 2016.
Jon Hoak Separation Agreement
On June 20, 2016, Mr. Hoak notified the Company that he intends to retire from his current role of
Executive Vice President and General Counsel effective June 30, 2016. Mr. Hoak has agreed to provide
transitional services through June 30, 2017. In anticipation of such transitional services, Mr. Hoak entered into a
Separation Agreement and Release (the “Agreement”) with the Company. Pursuant to the Agreement, and in
consideration for a general release, Mr. Hoak will receive the following from the Company: (1) a payment of
Mr. Hoak’s quarterly bonus based on actual results for the Company’s first quarter of fiscal year 2017;
(2) continued vesting and payout of restricted share units, performance share units and the long-term,
performance-based cash incentive that are scheduled to vest or be paid (in accordance with actual performance)
on or before June 30, 2017; (3) a separation payment of $1,050,000, to be paid on March 15, 2017; and (4) a
payment of approximately $24,000 in connection with 18 months of COBRA insurance premiums to be paid on
December 30, 2016. All of Mr. Hoak’s unvested restricted share units, performance share units and long-term,
performance-based cash incentives which do not vest on or prior to June 30, 2017 will terminate as of June 30,
2017, and except as described above, Mr. Hoak will not be eligible for an annual incentive bonus for fiscal 2017.
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EQUITY COMPENSATION PLAN INFORMATION
As of March 31, 2016, we maintained only our 2010 Plan, which replaced (i) the 2001 Plan, (ii) the
2002 Plan, (iii) our 2004 Award Plan for New Employees, and (iv) the Solectron Corporation 2002 Stock Plan,
which we refer to collectively as the Prior Plans. In addition, we maintained the NEXTracker, Inc. 2014 Equity
Incentive Plan, which we assumed as part of an acquisition during fiscal year 2016. The following table provides
information about equity awards outstanding under these plans as of March 31, 2016.
Number of
Ordinary Shares
Number of Remaining
Ordinary Shares Available for
to be Issued Future Issuance
Upon Exercise of Under Equity
Outstanding Compensation
Options and Weighted-Average Plans (Excluding
Vesting of Exercise Price of Ordinary Shares
Restricted Share Outstanding Reflected in
Unit Awards Options(1) Column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by shareholders . . . 18,907,863(2) $8.44 27,083,703(3)
Equity compensation plans not approved by
shareholders(4)(5)(6)(7) . . . . . . . . . . . . . . . . . . . . . . . . . 5,512,799(8) $4.07 —
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,420,662 $5.70 27,083,703(3)
(1) The weighted-average exercise price does not take into account ordinary shares issuable upon the vesting of
outstanding restricted share unit awards, which have no exercise price.
(2) Includes 17,000,076 ordinary shares issuable upon the vesting of restricted share unit awards. The remaining
balance consists of ordinary shares issuable upon the exercise of outstanding stock options. For awards
subject to market performance criteria, the amount reported reflects the number of shares to be issued if the
target level is achieved. An additional 3,423,281 shares would be issued if the maximum market
performance level is achieved.
(3) Consists of ordinary shares available for grant under the 2010 Plan. The 2010 Plan provides for grants of up
to 10.0 million ordinary shares, plus ordinary shares available for grant as a result of the forfeiture,
expiration or termination of options and restricted share unit awards granted under the Prior Plans (if such
ordinary shares are issued under such other stock options or restricted share unit awards, they will not
become available under the 2010 Plan) and shares that were available for grant under the Prior Plans at the
time of the consolidation of such plans into the 2010 Plan. Each ordinary share that is subject to a stock
option is counted against this limit as one share. Each share that is subject to a restricted share unit award is
counted against this limit as one and seventy-one hundredths (1.71) shares.
(4) The 2004 Plan was established in October 2004 and consolidated into the 2010 Plan in 2010. Options
granted under the 2004 Plan generally vest over four years and generally expire seven or ten years from the
date of grant. Unvested options are forfeited upon termination of employment.
(5) Our 2002 Plan was adopted by our Board of Directors in May 2002 and consolidated into the 2010 Plan in
2010. Options granted under the 2002 Plan generally have an exercise price of not less than the fair market
value of the underlying ordinary shares on the date of grant. Options granted under the 2002 Plan generally
vest over four years and generally expire either seven or ten years from the date of grant. Unvested options
are forfeited upon termination of employment.
(6) In connection with the acquisition of Solectron Corporation on October 1, 2007, we assumed the Solectron
Plan, including all outstanding options to purchase Solectron Corporation common stock with exercise
prices equal to, or less than, $5.00 per share. Each assumed option was converted into an option to acquire
our ordinary shares at the applicable exchange rate of 0.345. As a result, we assumed approximately
7.4 million vested and unvested options with exercise prices ranging from between $5.45 and $14.41 per
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ordinary share. The Solectron Plan was consolidated into the 2010 Plan in 2010. Options granted under the
Solectron Plan generally have an exercise price of not less than the fair value of the underlying ordinary
shares on the date of grant. Such options generally vest over four years and generally expire either seven or
ten years from the date of grant. Unvested options are forfeited upon termination of employment.
(7) In connection with the acquisition of NEXTracker, Inc. on September 28, 2015, we assumed the
NEXTracker, Inc. 2014 Equity Incentive Plan, including all outstanding options to purchase NEXTracker,
Inc common stock with exercise prices equal to, or less than, $7.34 per share. Each assumed option was
converted into an option to acquire our ordinary shares at the applicable exchange rate of 1.4033. As a
result, we assumed approximately 5.6 million unvested restricted stock units and unvested options with
exercise prices ranging from between $0.08 and $10.65 per ordinary share. Options granted under this plan
generally have an exercise price less than the fair value of the underlying ordinary shares on the date of
grant. The shares generally vest over four years, and options generally expire ten years from the date of
grant. Unvested shares are forfeited upon termination of employment.
(8) Consists of ordinary shares issuable upon the exercise of outstanding stock options.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of June 1, 2016, except as otherwise indicated, regarding the
beneficial ownership of our ordinary shares by:
• each shareholder known to us to be the beneficial owner of more than 5% of our outstanding ordinary
shares;
• each of our named executive officers;
• each director; and
• all executive officers and directors as a group.
Unless otherwise indicated, the address of each of the individuals named below is: c/o Flextronics
International Ltd., No. 2 Changi South Lane, Singapore 486123.
Information in this table as to our directors, named executive officers and all directors and executive
officers as a group is based upon information supplied by these individuals and Forms 3, 4, and 5 filed with the
SEC. Information in this table as to our greater than 5% shareholders is based solely upon the Schedules 13G
filed by these shareholders with the SEC. Where information regarding shareholders is based on Schedules 13G,
the number of shares owned is as of the date for which information was provided in such schedules.
Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be
beneficially owned by any person who has or shares voting or investment power with respect to such shares.
Ordinary shares subject to options that are currently exercisable or are exercisable within 60 days of June 1,
2016, and ordinary shares subject to restricted share unit awards that vest within 60 days of June 1, 2016 are
deemed to be outstanding and to be beneficially owned by the person holding such awards for the purpose of
computing the percentage ownership of such person, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person. Unless otherwise indicated below, the persons and
entities named in the table have sole voting and sole investment power with respect to all the shares beneficially
owned, subject to community property laws where applicable.
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For each individual and group included in the table below, percentage ownership is calculated by dividing
the number of shares beneficially owned by such person or group by the sum of the 545,391,885 ordinary shares
outstanding on June 1, 2016 plus the number of ordinary shares that such person or group had the right to
acquire on or within 60 days after June 1, 2016.
Shares Beneficially
Owned
Number of
Name and Address of Beneficial Owner Shares Percent
5% Shareholders:
Capital Research Global Investors(1)
333 South Hope Street, Los Angeles, CA 90071 . . . . . . . . . . . . . . . . . . . . . . 63,467,756 11.64%
Boston Partners(2)
One Beacon Street, 30th Floor, Boston, MA 02108 . . . . . . . . . . . . . . . . . . . . . 55,864,868 10.24%
Glenview Capital Management, LLC(3)
767 Fifth Avenue, 44th Floor, New York, NY 10153 . . . . . . . . . . . . . . . . . . . . 55,130,959 10.11%
PRIMECAP Management Company(4)
225 South Lake Ave., #400, Pasadena, CA 91101 . . . . . . . . . . . . . . . . . . . . . 48,706,805 8.93%
Shares Beneficially
Owned
Number of
Name of Beneficial Owner Shares Percent
Named Executive Officers and Directors:
Michael M. McNamara(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,578,564 *
Christopher Collier(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475,058 *
Paul Humphries(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 670,782 *
Francois P. Barbier(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 347,932 *
Jonathan S. Hoak(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 376,407 *
David Bennett(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,955 *
H. Raymond Bingham(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,050 *
Willy C. Shih(12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176,989 *
William D. Watkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,230 *
Daniel H. Schulman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,365 *
Lay Koon Tan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,982 *
Lawrence A. Zimmerman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,066 *
Michael D. Capellas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,020 *
Marc A. Onetto(13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,019 *
All executive officers and directors as a group (14 persons)(14) . . . . . . . . . . . . 5,116,509 0.94%
* Less than 1%.
(1) Based on information supplied by Capital Research Global Investors in a Schedule 13G filed with the SEC
on January 8, 2016. Capital Research Global Investors has sole voting power and dispositive power over all
of these shares.
(2) Based on information supplied by Boston Partners in an amended Schedule 13G filed with the SEC on
March 8, 2016. Boston Partners is deemed to have sole voting power for 45,014,966 of these shares, shared
voting power of 152,599 of these shares and sole dispositive power for all of these shares.
(3) Based on information supplied by Glenview Capital Management LLC (or Glenview) in an amended
Schedule 13G filed with the SEC on February 16, 2016. As a result of Glenview serving as an investment
manager to various investment companies, and Mr. Lawrence M. Robbins serving as the Chief Executive
Officer of Glenview, Glenview and Mr. Robbins may be deemed to share voting and dispositive power over
all of these shares.
(4) Based on information supplied by PRIMECAP Management Company in an amended Schedule 13G filed
with the SEC on February 12, 2016. PRIMECAP Management Company has sole voting power over
18,297,372 of these shares and sole dispositive power over all of these shares.
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(5) Includes 181,200 shares issuable upon settlement of restricted share unit awards that vest within 60 days of
June 1, 2016.
(6) Includes 55,860 shares issuable upon settlement of restricted share unit awards that vest within 60 days of
June 1, 2016.
(7) Includes 303,489 shares subject to options presently exercisable and options exercisable within 60 days of
June 1, 2016. Also includes 52,810 shares issuable upon settlement of restricted share unit awards that vest
within 60 days of June 1, 2016.
(8) Includes 52,810 shares issuable upon settlement of restricted share unit awards that vest within 60 days of
June 1, 2016.
(9) Includes 150,000 shares subject to options presently exercisable and options exercisable within 60 days of
June 1, 2016. Also includes 25,943 shares issuable upon settlement of restricted share unit awards that vest
within 60 days of June 1, 2016.
(10) Includes 28,955 shares issuable upon settlement of restricted share unit awards that vest within 60 days of
June 1, 2016.
(11) Includes 41,295 shares held indirectly by a limited partnership which is owned 100% by trusts, of which
Mr. Bingham is a trustee.
(12) Includes 25,000 shares subject to options presently exercisable and options exercisable within 60 days of
June 1, 2016.
(13) Includes 10,346 shares held indirectly by a living trust, of which Mr. Onetto is a trustee.
(14) Includes 478,489 shares subject to options presently exercisable within 60 days of June 1, 2016. Also
includes 397,578 shares issuable upon settlement of restricted share unit awards that vest within 60 days of
June 1, 2016.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Review of Related Person Transactions
Our Code of Business Conduct and Ethics provides guidance for addressing actual or potential conflicts of
interests, including those that may arise from transactions and relationships between us and our executive
officers or directors. In addition, in order to formalize our policies and procedures for the review, approval or
ratification, and disclosure of related person transactions, our Board of Directors adopted a Statement of Policy
with Respect to Related Person Transactions. The policy generally provides that the Nominating and Corporate
Governance Committee (or another committee comprised solely of independent directors) will review, approve in
advance or ratify, all related person transactions between us and any director, any nominee for director, any
executive officer, any beneficial owners of more than 5% of our ordinary shares or any immediate family
member of any of the foregoing individuals. Under the policy, some ordinary course transactions or relationships
are not required to be reviewed, approved or ratified by the applicable Board committee, including, among other
things, the following transactions:
• transactions involving less than $25,000 for any individual related person;
• compensation arrangements with directors and executive officers resulting solely from their service on
the Board or as executive officers, so long as such arrangements are disclosed in our filings with the SEC
or, if not required to be disclosed, are approved by our Compensation Committee; and
• indirect interests arising solely from a related person’s service as a director and/or owning, together with
all other related persons, directly or indirectly, less than a 10% beneficial ownership interest in a third
party (other than a partnership) which has entered into or proposes to enter into a transaction with us.
We have various procedures in place to identify potential related person transactions, and the Nominating
and Corporate Governance Committee works with our management and our Office of General Counsel in
reviewing and considering whether any identified transactions or relationships are covered by the policy. Our
Statement of Policy with Respect to Related Person Transactions is included in our Guidelines with Regard to
Certain Governance Matters, a copy of which is available along with a copy of the Company’s Code of Business
Conduct and Ethics on the Corporate Governance page of our website at www.flextronics.com.
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Transactions with Related Persons
Mr. McNamara, the Company’s CEO and a director, has a daughter-in-law, Lacey Ellis, who was employed
by the Company in fiscal year 2016 (and presently). Ms. Ellis was employed as an attorney and earned
approximately $148,000 in salary, bonus, share awards, and benefits during fiscal year 2016. The employment
and compensation of this family member was approved and established by the Company in accordance the
Statement of Policy with Respect to Related Person Transactions as described above and this family member’s
employment and compensation is in accordance with the Company’s employment and compensation practices
applicable to employees with equivalent qualifications and responsibilities and holding similar positions.
Other than the foregoing and the compensation agreements and other arrangements described under the
sections entitled “Executive Compensation” of this proxy statement and “Non-Management Directors’
Compensation for Fiscal Year 2016” of this proxy statement, during fiscal year 2016, there was not, nor is there
currently proposed, any transaction or series of similar transactions to which we are or will be a party:
• in which the amount involved exceeded or will exceed $120,000; and
• in which any director, nominee, executive officer, holder of more than 5% of our ordinary shares or any
member of their immediate family had or will have a direct or indirect material interest.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more
than 10% of our ordinary shares to file initial reports of ownership and reports of changes in ownership with the
SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they
file. Based solely on our review of the copies of such forms furnished to us and written representations from our
executive officers and directors, we believe that all Section 16(a) filing requirements for the fiscal year ended
March 31, 2016 were met, except with respect to two late Form 4 filings concerning one transaction by
Mr. Bingham and one transaction by Mr. Lay Koon Tan.
SHAREHOLDER PROPOSALS FOR THE 2017 ANNUAL GENERAL MEETING
Shareholder proposals submitted under SEC Rule 14a-8 and intended for inclusion in the proxy statement
for our 2017 annual general meeting of shareholders must be received by us no later than March 13, 2017. Any
such shareholder proposals must be mailed to us at 6201 America Center Drive, San Jose, California, 95002,
U.S.A., Attention: Chief Executive Officer. Any such shareholder proposals may be included in our proxy
statement for the 2017 annual general meeting so long as they are provided to us on a timely basis and satisfy
the other conditions set forth in applicable rules and regulations promulgated by the SEC. Shareholder proposals
submitted outside the processes of SEC Rule 14a-8 are subject to the requirements of the Companies Act, as
described in the following paragraph, and applicable rules and regulations promulgated by the SEC. The proxy
designated by us will have discretionary authority to vote on any matter properly presented by a shareholder for
consideration at the 2017 annual general meeting of shareholders unless notice of such proposal is received by
the applicable deadlines prescribed by the Singapore Companies Act.
Under Section 183 of the Companies Act, registered shareholders representing (i) at least 5% of the total
voting rights of all registered shareholders having at the date of the requisition, the right to vote at the meeting
to which the requisition relates, or (ii) not fewer than 100 registered shareholders holding shares in the
Company on which there has been paid up an average sum of at least $500 per shareholder may, at their
expense (unless the Company resolves otherwise), requisition that we include and give notice of their proposal
for the 2017 annual general meeting. Any such requisition must satisfy the requirements of Section 183 of the
Singapore Companies Act, and must be signed by all the requisitionists and be deposited at our registered
office in Singapore, No. 2 Changi South Lane, Singapore 486123, at least six weeks prior to the date of the
2017 annual general meeting in the case of a requisition requiring notice of a resolution, or at least one week
prior to the date of the 2017 annual general meeting in the case of any other requisition.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Flex incorporates by reference the following sections of our Annual Report on Form 10-K for the fiscal
year ended March 31, 2016:
• Item 8, “Financial Statements and Supplementary Data;”
• Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and
• Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”
SINGAPORE STATUTORY FINANCIAL STATEMENTS
Our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, which was filed with the SEC
on May 20, 2016, includes our audited consolidated financial statements, prepared in conformity with
accounting principles generally accepted in the United States of America, or U.S. GAAP, together with the
Independent Registered Public Accounting Firm’s Report of Deloitte & Touche LLP, our independent auditors
for the fiscal year ended March 31, 2016. We publish our U.S. GAAP financial statements in U.S. dollars, which
is the principal currency in which we conduct our business.
Our Singapore statutory financial statements, prepared in conformity with the provisions of the Companies
Act will be included with the annual report which will be delivered to our shareholders prior to the date of the
2016 annual general meeting, as required under Singapore law.
Our Singapore statutory financial statements include:
• our consolidated financial statements (which are identical to those included in the Annual Report on
Form 10-K, described above);
• supplementary financial statements (which reflect solely the Company’s standalone financial results, with
our subsidiaries accounted for under the equity method rather than consolidated);
• a Directors’ Statement; and
• the Independent Auditors’ Report of Deloitte & Touche LLP, our Singapore statutory auditors for the
fiscal year ended March 31, 2016.
OTHER MATTERS
Our management does not know of any matters to be presented at the 2016 annual general meeting other
than those set forth herein and in the notice accompanying this proxy statement. If any other matters are properly
presented for a vote at the 2016 annual general meeting, the enclosed proxy confers discretionary authority to
the individuals named as proxies to vote the shares represented by proxy, as to those matters.
It is important that your shares be represented at the 2016 annual general meeting, regardless of the number
of shares which you hold. We urge you to promptly execute and return the accompanying proxy card in the
envelope which has been enclosed for your convenience.
Shareholders who are present at the 2016 annual general meeting may revoke their proxies and vote in
person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.
We incorporate by reference information from Note 3 to our audited consolidated financial statements for
the fiscal year ended March 31, 2016, “Share-Based Compensation,” included in our Annual Report on Form 10-K
and the sections entitled “Financial Statements and Supplementary Data,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About
Market Risk.” Upon request, we will furnish without charge by first class mail or other equally prompt means
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within one business day of receipt of such request, to each person to whom a proxy statement is delivered a copy
of our Annual Report on Form 10-K (not including exhibits). You may request a copy of such information, at no
cost, by writing or telephoning us at:
Flextronics International Ltd.
6201 America Center Drive
San Jose, California 95002 U.S.A.
Telephone: (408) 576-7985
By order of the Board of Directors,
Tay Hong Chin Regina
Company Secretary
July 11, 2016
Singapore
Upon request, we will furnish without charge to each person to whom this proxy statement is
delivered a copy of any exhibit listed in our Annual Report on Form 10-K for the fiscal year ended
March 31, 2016. You may request a copy of this information at no cost, by writing or telephoning us at:
Flextronics International Ltd.
6201 America Center Drive
San Jose, California 95002 U.S.A.
Telephone: (408) 576-7985
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Company Registration No.
199002645H
ANNEX A
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A-1
THE COMPANIES ACT, CAP. 50
PUBLIC COMPANY LIMITED BY SHARES
CONSTITUTION
of
FLEXTRONICS INTERNATIONAL LTD.
(Adopted by Special Resolution passed on 24 August 2016)
INTERPRETATION
1.
In this Constitution, if not inconsistent with the subject or context, the words
or symbol standing in the first column of the Table next hereinafter contained shall bear
the meanings set opposite to them respectively in the second column thereof:
Interpretation.
WORDS
“The Act”
“This Constitution”
“The Company”
“Directors”
“Director”
“Dividend”
“Member”
“month”
“Office”
“paid up”
“Register”
“registered address”
or “address”
“Seal”
..
..
..
..
..
..
..
..
..
..
..
..
..
MEANINGS
The Companies Act, Cap. 50.
This Constitution as from time to time altered.
The above-named Company by whatever name
from time to time called.
The Directors for the time being of the
Company or such number of them as have
authority to act for the Company.
Includes any person acting as a Director of the
Company and includes any person duly
appointed and acting for the time being as an
Alternate Director.
Includes bonus.
A registered holder of any shares of the
Company; provided, however, that a “Member”
shall not include the Company in the holding
of its shares as treasury shares, unless
otherwise required by the Act.
Calendar month.
The Registered Office of the Company for the
time being.
Includes credited as paid up.
The Register of Members.
In relation to any Member, his physical
address for the service or delivery of notices
or documents personally or by post, except
where otherwise expressly provided in this
Constitution.
The Common Seal of the Company or in
appropriate cases the duplicate Common Seal.
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WORDS
“Secretary”
“Singapore”
“Statutes”
“writing”,
“written” and “in
writing”
..
..
..
..
MEANINGS
The Secretary or Secretaries appointed under
this Constitution and shall include any person
appointed by the Directors to perform the
duties of Secretary and where two or more
persons are appointed to act as Joint
Secretaries shall include any one of those
persons.
The Republic of Singapore.
The Act and every other act for the time being
in force concerning companies and affecting
the Company.
Written or produced by any substitute for
writing or partly one and partly another and
shall include (except where otherwise expressly
specified in this Constitution or the context
otherwise requires, and subject to any
limitations, conditions or restrictions contained
in the Statutes) any representation or
reproduction of words, symbols or other
information which may be displayed in a
visible form, whether in a physical document
or in an electronic communication or form or
otherwise howsoever.
“$”
..
The lawful currency of Singapore.
The expressions “current address”, “electronic communication” and “treasury shares” shall have the
meanings ascribed to them respectively in the Act.
Words denoting the singular number only shall include the plural and vice versa.
Words denoting the masculine gender only shall include the feminine gender.
Words denoting persons shall include corporations.
Any reference in this Constitution to “holders” of shares or a class of shares shall, except where otherwise
provided, exclude the Company in relation to shares held by it as treasury shares, and “holding” and “held” shall
be construed accordingly.
Any reference in this Constitution to any enactment is a reference to that enactment as amended or enacted
from time to time.
Save as aforesaid, any word or expression used in the Act and the Interpretation Act, Cap. 1 shall, if not
inconsistent with the subject or context, bear the same meaning in this Constitution.
A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to
be required under any provision of this Constitution.
The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of
this Constitution.
NAME
2.
The name of the Company is Flextronics International Ltd.
3.
The Office will be situated in the Republic of Singapore.
REGISTERED OFFICE
Name.
Office.
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4.
Subject to the provisions of the Act and any other written law and this
Constitution, the Company has:
Business or
activity.
BUSINESS OR ACTIVITY
(a)
full capacity to carry on or undertake any business or activity, do any
act or enter into any transaction; and
(b)
for these purposes, full rights, powers and privileges.
PUBLIC COMPANY
5.
The Company is a public company.
Public Company.
6.
The liability of Members is limited.
LIABILITY OF MEMBERS
Liability of
Members.
7.
The Company shall not exercise any right in respect of treasury shares other
Treasury Shares.
SHARES
than as provided by the Act. Subject thereto, the Company may deal with its treasury
shares in the manner authorised by, or prescribed pursuant to, the Act.
8.
(A) Except as is otherwise expressly permitted by the Act, the Company
shall not give, whether directly or indirectly and whether by means of the making of a
loan, the giving of a guarantee, the provision of security, the release of an obligation or
the release of a debt or otherwise, any financial assistance for the purpose of, or in
connection with, the acquisition or proposed acquisition of shares or units of shares in
the Company or its holding company.
(B) Notwithstanding the provisions of article 8(A) but subject to the Act, the
Company may purchase or otherwise acquire its issued shares on such terms and in such
manner as the Company may from time to time think fit. If required by the Act, any
share that is so purchased or acquired by the Company shall, unless held in treasury in
accordance with the Act, be deemed to be cancelled immediately on purchase or
acquisition by the Company. Upon the cancellation of a share, the rights and privileges
attached to that share shall expire. In any other instance, the Company may hold or deal
with any such share which is so purchased or acquired by it in such manner as may be
permitted by, and in accordance with, the Act.
Prohibition against
financial
assistance.
Company may
acquire its own
issued shares.
9.
Company.
The Company may issue shares for which no consideration is payable to the
Issue of shares for
no consideration.
10. Subject to the Statutes and this Constitution, no shares may be issued by the
Issue of Shares.
Directors without the prior approval of the Company in General Meeting but subject
thereto and to the provisions of this Constitution, the Directors may allot and issue shares
or grant options over or otherwise dispose of the same to such persons on such terms and
conditions and for such consideration (if any) and at such time as the Company in
General Meeting may approve.
11. The rights attached to shares issued upon special conditions shall be clearly
Special Rights.
defined in this Constitution. Without prejudice to any special right previously conferred
on the holders of any existing shares or class of shares but subject to the Statutes and
this Constitution, shares in the Company may be issued by the Directors and any such
shares may be issued with such preferred, deferred, or other special rights or such
restrictions, whether in regard to dividend, voting, return of capital or otherwise as the
Directors determine.
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12. Subject to the provisions of the Act, if at any time the share capital is divided
into different classes, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may, whether or not the Company is being
wound up, be varied or abrogated with the consent in writing of the holders of at least
three-fourths of the shares of that class or with the sanction of a Special Resolution
passed at a separate General Meeting of the holders of shares of that class and to every
such Special Resolution the provisions of Section 184 of the Act shall, with such
adaptations as are necessary, apply. To every such separate General Meeting the
provisions of this Constitution relating to General Meetings shall mutatis mutandis
apply; provided, however, that the necessary quorum shall be at least two persons holding
or representing by proxy or by attorney no less than one-third of the issued shares of the
class and that any holder of shares of the class present in person or by proxy or by
attorney may demand a poll.
13. The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall, unless otherwise expressly provided by the terms of issue
of the shares of that class or by this Constitution as are in force at the time of such issue,
be deemed to be varied by the creation or issue of further shares ranking equally
therewith.
14. The Company may pay commissions or brokerage on any issue of shares at
such rate or amount and in such manner as the Directors may think fit. Such commission
or brokerage may be satisfied by the payment of cash or the allotment of fully or partly
paid shares or by a combination of cash and fully or partly paid shares.
15. Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust and the Company shall not be bound by or compelled
in any way to recognise (even when having notice thereof) any equitable, contingent,
future or partial interest in any share or any interest in any fractional part of a share or
(except only as by this Constitution or by law otherwise provided) any other rights in
respect of any share, except an absolute right to the entirety thereof in the registered
holder.
16.
If two or more persons are registered in the Register as joint holders of any
share any one of such persons may give effectual receipts for any dividend payable in
respect of such share and the joint holders of a share shall, subject to the provisions of
the Act, be severally as well as jointly liable for the payment of all instalments and calls
and interest due in respect of such shares. Such joint holders shall be deemed to be one
Member and the delivery of a certificate for a share to one of several joint holders shall
be sufficient delivery to all such holders.
Variation of rights.
Creation or issue
of further shares
with special rights.
Power to pay
commission and
brokerage.
Exclusion of
equities.
Joint holders.
17. No person shall be recognised by the Company as having title to a fractional
part of a share or otherwise than as the sole or a joint holder of the entirety of such share.
Fractional part of a
share.
18.
If by the conditions of allotment of any shares the whole or any part of the
amount of the issue price thereof shall be payable by instalments every such instalment
shall, when due, be paid to the Company by the person who for the time being shall be
the registered holder of the share or his personal representatives, but this provision shall
not affect the liability of any allottee who may have agreed to pay the same.
19. The certificate of title to shares in the capital of the Company shall be issued
under the Seal or (where required under the Act) the official seal for use abroad, in such
form as the Directors shall from time to time prescribe and shall bear (a) the autographic
or facsimile signatures of at least one Director and the Secretary or some other person
appointed by the Directors where the Seal is affixed, or (b) the autographic or facsimile
signature of any person authorised by the Directors where the official seal for use abroad
is affixed, and shall specify the number and class of shares to which it relates, whether the
shares are fully or partly paid up, and the amount (if any) unpaid thereon. The facsimile
signatures may be reproduced by mechanical or other means approved by the Directors.
Payment of
instalments.
Share Certificates.
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20. Every person whose name is entered as a Member in the Register shall be
entitled within two months after allotment or within one month after the lodgement of
any transfer to one certificate for all his shares of any one class or to several certificates
in reasonable denominations each for a part of the shares so allotted or transferred.
Where a Member transfers only part of the shares comprised in a certificate or where a
Member requires the Company to cancel any certificate or certificates and issue new
certificates for the purpose of subdividing his holding in a different manner the old
certificate or certificates shall be cancelled and a new certificate or certificates for the
balance of such shares issued in lieu thereof and the Member shall pay a fee not
exceeding $2/- for each such new certificate as the Directors may determine.
21.
If any certificate or other document of title to shares or debentures be worn
out or defaced, then upon production thereof to the Directors, they may order the same to
be cancelled and may issue a new certificate in lieu thereof. For every certificate so
issued there shall be paid to the Company a fee not exceeding $2/- as the Directors may
determine. Subject to the provisions of the Statutes and the requirements of the Directors
thereunder, if any certificate or document be lost or destroyed or stolen, then upon proof
thereof to the satisfaction of the Directors and on such indemnity as the Directors deem
adequate being given, and on the payment of a fee not exceeding $2/- as the Directors
may determine, a new certificate or document in lieu thereof shall be given to the person
entitled to such lost or destroyed or stolen certificate or document.
Entitlement to
certificate.
New certificates
may be issued.
RESTRICTION ON TRANSFER OF SHARES
22.
(A)
Subject to this Constitution, any Member may transfer all or any of his
Form of Transfer.
shares, but every transfer must be in writing and in the usual common form, or in any
other form which the Directors may approve. The instrument of transfer of a share shall
be signed by the transferor and the witness thereto and shall be effective although not
signed or witnessed by or on behalf of the transferee. The transferor shall be deemed to
remain the holder of the share until the name of the transferee is entered in the Register
in respect thereof. Shares of different classes shall not be comprised in the same
instrument of transfer.
(B) All instruments of transfer which shall be registered shall be retained by
the Company, but any instrument of transfer which the Directors may refuse to register
shall (except in any case of fraud) be returned to the party presenting the same.
Retention of
Transfers.
(C) No share shall in any circumstances be transferred to any infant or
bankrupt person or person who is mentally disordered and incapable of managing
himself or his affairs.
23. The Directors may, in their absolute discretion decline to register any transfer
of shares upon which the Company has a lien and in the case of shares not fully paid up
may refuse to register a transfer to a transferee of whom they do not approve; provided,
however, that as required by the Act the Directors shall, within 30 days beginning with
the day on which the application for a transfer of shares was made, serve a notice in
writing to the applicant stating the facts which are considered to justify the refusal.
24. The Directors may decline to register any instrument of transfer unless:
(a)
such fee not exceeding $2/- or such other sum as the Directors may
from time to time require under the provisions of this Constitution, is
paid to the Company in respect thereof;
Infant, bankrupt
or mentally
disordered.
Directors’ power to
decline to register.
Instrument of
transfer.
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(b)
the instrument of transfer is deposited at the Office or at such other
place (if any) as the Directors may appoint accompanied by a certificate
of payment of stamp duty (if any), the certificates of the shares to
which the transfer relates and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the
transfer and, if the instrument of transfer is executed by some other
person on his behalf, the authority of the person to do the same; and
(c)
the amount of proper duty (if any) with which each instrument of
transfer is chargeable under any law for the time being in force relating
to stamps is paid.
25. The Company shall provide a book to be called “Register of Transfers” which
shall be kept under the control of the Directors, and in which shall be entered the
particulars of every transfer of shares.
26. The Register may be closed at such times and for such periods not exceeding
in the aggregate thirty days in any calendar year as the Directors may from time to time
determine.
Register of
Transfers.
Closure of
Register.
TRANSMISSION OF SHARES
27.
In case of the death of a Member, the survivor or survivors, where the
deceased was a joint holder, and the executors or administrators of the deceased, where
he was a sole or only surviving holder, shall be the only persons recognised by the
Company as having any title to his interest in the shares, but nothing herein shall release
the estate of a deceased Member (whether sole or joint) from any liability in respect of
any share held by him.
28. Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Member may, upon producing such evidence of title as the Directors
shall require, be registered as holder of the share upon giving to the Company notice in
writing of such desire or transfer such share to some other person. If the person so
becoming entitled shall elect to be registered himself, he shall deliver or send to the
Company a notice in writing signed by him stating that he so elects. If he shall elect to
have another person registered, he shall testify his election by executing to that person a
transfer of the share. All the limitations, restrictions and provisions of this Constitution
relating to the right to transfer and the registration of transfers shall be applicable to any
such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not
occurred and the notice or transfer were a transfer executed by such Member.
Transmission on
death.
Transmission of
shares.
29. Save as otherwise provided by or in accordance with this Constitution a person
becoming entitled to a share in consequence of the death or bankruptcy of a Member
shall be entitled to the same dividends and other advantages to which he would be
entitled if he were the registered holder of the share except that he shall not be entitled in
respect thereof to exercise any right conferred by membership in relation to Meetings of
the Company until he shall have been registered as a Member in respect of the share.
Rights of
unregistered
executors and
trustees.
30. There shall be paid to the Company in respect of the registration of any probate,
letters of administration, certificate of marriage or death, power of attorney or other
document relating to or affecting the title to any shares, such fee not exceeding $2/- as the
Directors may from time to time require or prescribe.
Fee for registration
of probate etc.
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CALLS ON SHARES
31. The Directors may from time to time make such calls as they think fit upon
the Members in respect of any moneys unpaid on their shares and not by the terms of the
issue thereof made payable at fixed times, and each Member shall (subject to receiving
at least fourteen days’ notice specifying the time or times and place of payment) pay to
the Company at the time or times and place so specified the amount called on his shares.
A call may be revoked or postponed as the Directors may determine.
32. A call shall be deemed to have been made at the time when the resolution of
the Directors authorising the call was passed and may be made payable by instalments.
33.
If a sum called in respect of a share is not paid before or on the day appointed
for payment thereof, the person from whom the sum is due shall pay interest on the sum
due from the day appointed for payment thereof to the time of actual payment at such
rate not exceeding ten per cent per annum as the Directors determine, but the Directors
shall be at liberty to waive payment of such interest wholly or in part.
34. Any sum which by the terms of issue of a share becomes payable upon
allotment or at any fixed date, shall for all purposes of this Constitution be deemed to be
a call duly made and payable on the date, on which, by the terms of issue, the same
becomes payable, and in case of non-payment all the relevant provisions of this
Constitution as to payment of interest and expenses, forfeiture or otherwise shall apply as
if such sum had become payable by virtue of a call duly made and notified.
35. The Directors may on the issue of shares differentiate between the holders as
to the amount of calls to be paid and the times of payments.
36. The Directors may, if they think fit, receive from any Member willing to
advance the same all or any part of the moneys uncalled and unpaid upon the shares held
by him and such payments in advance of calls shall extinguish, so far as the same shall
extend, the liability upon the shares in respect of which it is made, and upon the moneys
so received or so much thereof as from time to time exceeds the amount of the calls then
made upon the shares concerned, the Company may pay interest at such rate not
exceeding ten per cent per annum as the Member paying such sum and the Directors
agree upon.
Calls on shares.
Time when made.
Interest on calls.
Sum due on
allotment.
Power to
differentiate.
Payment in
advance of calls.
FORFEITURE AND LIEN
37.
If any Member fails to pay in full any call or instalment of a call on the day
appointed for payment thereof, the Directors may at any time thereafter serve a notice on
such Member requiring payment of so much of the call or instalment as is unpaid
together with any interest and expenses which may have accrued.
Notice requiring
payment of calls.
38. The notice shall name a further day (not being less than fourteen days from
the date of service of the notice) on or before which and the place where the payment
required by the notice is to be made, and shall state that in the event of non-payment in
accordance therewith the shares on which the call was made will be liable to be forfeited.
Notice to state
time and place.
39.
If the requirements of any such notice as aforesaid are not complied with, any
share in respect of which such notice has been given may at any time thereafter, before
payment of all calls and interest and expenses due in respect thereof be forfeited by a
resolution of the Directors to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited share and not actually paid before the forfeiture. The
Directors may accept a surrender of any share liable to be forfeited hereunder.
Forfeiture on non-
compliance with
notice.
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40. A share so forfeited or surrendered shall become the property of the Company
and may be sold, re-allotted or otherwise disposed of either to the person who was before
such forfeiture or surrender the holder thereof or entitled thereto, or to any other person,
upon such terms and in such manner as the Directors shall think fit, and at any time
before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on
such terms as the Directors think fit. To give effect to any such sale, the Directors may, if
necessary, authorise some person to transfer a forfeited or surrendered share to any such
person as aforesaid.
41. A Member whose shares have been forfeited or surrendered shall cease to be a
Member in respect of the shares, but shall notwithstanding the forfeiture or surrender
remain liable to pay to the Company all moneys which at the date of forfeiture or
surrender were payable by him to the Company in respect of the shares with interest
thereon at ten per cent per annum (or such lower rate as the Directors may approve) from
the date of forfeiture or surrender until payment, but such liability shall cease if and
when the Company receives payment in full of all such money in respect of the shares
and the Directors may waive payment of such interest either wholly or in part.
Sale of shares
forfeited.
Rights and
liabilities of
Members whose
shares have been
forfeited or
surrendered.
42. The Company shall have a first and paramount lien and charge on every share
Company’s lien.
(whether fully paid or not) registered in the name of each Member (whether solely or
jointly with others) and on the dividends declared or payable in respect thereof for all
calls and instalments due on any such share and interest and expenses thereon but such
lien shall only be upon the specific shares in respect of which such calls or instalments
are due and unpaid and to all dividends from time to time declared in respect of the
shares. The Directors may resolve that any share shall for some specified period be
exempt from the provisions of this article.
43. The Company may sell in such manner as the Directors think fit any share on
which the Company has a lien, but no sale shall be made unless some sum in respect of
which the lien exists is presently payable nor until the expiration of fourteen days after
notice in writing stating and demanding payment of the sum payable and of intention to
sell in default shall have been given to the registered holder for the time being of the
share or the person entitled thereto by reason of his death or bankruptcy. To give effect to
any such sale, the Directors may authorise some person to transfer the shares sold to the
purchaser thereof.
Sale of shares
subject to lien.
44. The proceeds of the sale shall be received by the Company and applied in
payment of such part of the amount in respect of which the lien exists as is presently
payable and the residue, if any, shall (subject to a like lien for sums not presently payable
as existed upon the shares before the sale) be paid to the person entitled to the shares at
the date of the sale.
Application of
proceeds of such
sales.
45. A statutory declaration in writing that the declarant is a Director of the
Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien
of the Company on a date stated in the declaration shall be conclusive evidence of the
facts stated therein as against all persons claiming to be entitled to the share, and such
declaration and the receipt of the Company for the consideration (if any) given for the
share on the sale, re-allotment or disposal thereof together with the certificate of
proprietorship of the share under Seal or as the case may be, official seal for use abroad
delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if
the same be required) constitute a good title to the share and the person to whom the
share is sold, re-allotted or disposed of shall be registered as the holder of the share and
shall not be bound to see to the application of the purchase money (if any) nor shall his
title to the share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.
Title to shares
forfeited or
surrendered or sold
to satisfy a lien.
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ALTERATION OF CAPITAL
46. Subject to any special rights for the time being attached to any existing class
of shares, the new shares shall be issued upon such terms and conditions and with such
rights and privileges annexed thereto as the General Meeting resolving upon the creation
thereof shall direct and if no direction be given as the Directors shall determine subject
to the provisions of this Constitution and in particular (but without prejudice to the
generality of the foregoing) such shares may be issued with a preferential or qualified
right to dividends and in the distribution of assets of the Company or otherwise.
47. Except so far as otherwise provided by the conditions of issue or by this
Constitution all new shares shall be subject to the provisions of this Constitution with
reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and
otherwise.
48.
(A) The Company may by Ordinary Resolution:
(a)
(b)
(c)
consolidate and divide all or any of its shares;
subdivide its shares or any of them, subject to the provisions of
the Act provided, however, that in such sub-division the proportion
between the amount paid and the amount (if any) unpaid on each
reduced share shall be the same as it was in the case of the share
from which the reduced share is derived; and
subject to the provisions of this Constitution and the Statutes,
convert its share capital or any class of shares from one currency
to another currency.
(B) The Company may by Special Resolution, subject to and in accordance
with the Statutes, convert one class of shares into another class of shares.
49. The Company may by Special Resolution reduce its share capital or any
undistributable reserve in any manner, subject to any incident authorised and consent
required by law. Without prejudice to the generality of the foregoing and article 8(B),
upon cancellation of a share purchased or otherwise acquired by the Company pursuant
to this Constitution and the Statutes, the number of issued shares of the Company shall
be diminished by the number of the shares so cancelled and, where any such cancelled
share was purchased or acquired out of the capital of the Company, the amount of share
capital of the Company shall be reduced accordingly.
Rights and
privileges of new
shares.
New shares
otherwise subject
to provisions of
this Constitution.
Power to
consolidate,
subdivide, and
redenominate
shares.
Power to convert
shares.
Power to reduce
capital.
50. The Company may by Ordinary Resolution convert any paid up shares into
stock and may from time to time by like resolution reconvert any stock into paid up shares.
Power to convert
into stock.
51. The holders of stock may transfer the same or any part thereof in the same
Transfer of stock.
STOCK
manner and subject to the same articles as the shares from which the stock arose might
have been transferred prior to conversion or as near thereto as circumstances admit but
no stock shall be transferable except in such units as the Directors may from time to time
determine.
52. The holders of stock shall, according to the number of stock units held by
them, have the same rights, privileges and advantages as regards dividend, return of
capital, voting and other matters, as if they held the shares from which the stock arose;
but no such privilege or advantage (except as regards dividend and return of capital and
the assets on winding up) shall be conferred by the number of stock units which would
not if existing in shares have conferred that privilege or advantage; and no such
conversion shall affect or prejudice any preference or other special privileges attached to
the shares so converted.
Rights of
stockholders.
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53. All of the provisions of this Constitution that are applicable to paid up shares
Interpretation.
shall apply to stock and the words “share” and “shareholder” or similar expressions
herein shall include “stock” or “stockholder”.
GENERAL MEETINGS
54.
(A)
Subject to the provisions of the Act the Company shall in each year hold
an Annual General Meeting in addition to any other meetings in that year and not more
than fifteen months shall elapse between the date of one Annual General Meeting of the
Company and that of the next. Provided that so long as the Company holds its First
Annual General Meeting within eighteen months of its incorporation, it need not hold it
in the year of its incorporation or in the following year.
Annual General
Meeting.
(B) All General Meetings other than Annual General Meetings shall be
called Extraordinary General Meetings.
Extraordinary
General Meetings.
(C) The time and place of any General Meeting shall be determined by the
Time and place.
Directors.
55. The Directors may, whenever they think fit, convene an Extraordinary General
Meeting and Extraordinary General Meetings shall also be convened on such requisition
or, in default, may be convened by such requisitionists, as provided by Section 176 of the
Act. If at any time there are not within Singapore sufficient Directors capable of acting
to form a quorum at a meeting of Directors, any Director may convene an Extraordinary
General Meeting in the same manner as nearly as possible as that in which meetings may
be convened by the Directors.
Calling
Extraordinary
General Meetings.
Notice of
Meetings.
NOTICE OF GENERAL MEETINGS
56. Subject to the provisions of the Act as to Special Resolutions and special
notice, at least fourteen days’ notice in writing (exclusive both of the day on which the
notice is served or deemed to be served and of the day for which the notice is given) of
every General Meeting shall be given in the manner hereinafter mentioned to such
persons (including the Auditors) as are under the provisions herein contained entitled to
receive notice from the Company. Provided that a General Meeting notwithstanding that
it has been called by a shorter notice than that specified above shall be deemed to have
been duly called if it is so agreed:
(a)
(b)
in the case of an Annual General Meeting by all the Members entitled to
attend and vote thereat; and
in the case of an Extraordinary General Meeting by that number or
majority in number of the Members having a right to attend and vote
thereat, as is required by the Act.
Provided also that the accidental omission to give notice to, or the non-receipt by any
person entitled thereto shall not invalidate the proceedings at any General Meeting.
57.
(A) Every notice calling a General Meeting shall specify the place and the
Contents of notice.
day and hour of the Meeting, and there shall appear with reasonable prominence in every
such notice a statement that a Member entitled to attend and vote is entitled to appoint a
proxy to attend and to vote instead of him and that a proxy need not be a Member of the
Company.
(B)
In the case of an Annual General Meeting, the notice shall also specify
the Meeting as such.
(C)
In the case of any General Meeting at which business other than routine
business is to be transacted, the notice shall specify the general nature of the business;
and if any resolution is to be proposed as a Special Resolution, the notice shall contain a
statement to that effect.
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Notice of General
Meeting for
special business
and Special
Resolutions.
58. Routine business shall mean and include only business transacted at an Annual
Routine business.
General Meeting of the following classes:
(a) Declaring dividends;
(b)
Reading, considering and laying the financial statements, the Directors’
statement and Auditor’s report, and other documents required to be
attached to the financial statements;
(c) Appointing or re-appointing Directors to fill vacancies arising at the
meeting on retirement whether by rotation or otherwise; and
(d) Appointing or re-appointing the Auditor and fixing the remuneration of
the Auditor or determining the manner in which such remuneration is to
be fixed.
PROCEEDINGS AT GENERAL MEETINGS
59. No business shall be transacted at any General Meeting unless a quorum is
Quorum.
present at the time when the meeting proceeds to business. Save as herein otherwise
provided, the quorum at any General Meeting shall be Members holding in aggregate not
less than 33 1/3 per cent of the total number of issued and fully paid shares in the capital
of the Company for the time being, present in person or by proxy. For the purpose of this
article, “Member” includes a person attending by proxy or by attorney or as representing
a corporation which is a Member.
60.
If within half an hour from the time appointed for the Meeting a quorum is not
present, the Meeting if convened on the requisition of Members shall be dissolved. In
any other case it shall stand adjourned to the same day in the next week at the same time
and place, or to such other day and at such other time and place as the Directors may
determine, and if at such adjourned Meeting a quorum is not present within fifteen
minutes from the time appointed for holding the Meeting, the Meeting shall be
dissolved. No notice of any such adjournment as aforesaid shall be required to be given
to the Members.
61. Subject to the provisions of the Act, a resolution in writing signed by every
Member of the Company entitled to vote or being a corporation by its duly authorised
representative shall have the same effect and validity as an Ordinary Resolution of the
Company passed at a General Meeting duly convened, held and constituted, and may
consist of several documents in the like form, each signed by one or more of such
Members.
62. The Chairman of the Board of Directors shall preside as chairman at every
General Meeting. If there be no such Chairman or if at any Meeting he be not present
within fifteen minutes after the time appointed for holding the Meeting or be unwilling
to act, the Members present shall choose some Director to be chairman of the Meeting
or, if no Director be present or if all the Directors present decline to take the chair, one
of their number present, to be chairman of the Meeting.
Adjournment if
quorum not
present.
Resolution in
writing.
Chairman.
63. The chairman of any General Meeting may, with the consent of any Meeting
Adjournment.
at which a quorum is present (and shall if so directed by the Meeting) adjourn the
Meeting from time to time (or sine die) and from place to place, but no business shall be
transacted at any adjourned Meeting except business which might lawfully have been
transacted at the Meeting from which the adjournment took place. When a Meeting is
adjourned for thirty days or more (or sine die), notice of the adjourned Meeting shall be
given as in the case of the original Meeting. Save as aforesaid, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an adjourned
Meeting.
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64. At any General Meeting a resolution put to the vote of the Meeting shall be
Method of voting.
decided on a show of hands unless a poll be (before or on the declaration of the result of
the show of hands) demanded:
(a)
(b)
(c)
(d)
by the chairman of the Meeting;
by not less than three Members who are entitled to vote at the meeting
and who are present in person or by proxy or by attorney or in the case
of a corporation by a representative;
by any Member or Members present in person or by proxy or by
attorney or in the case of a corporation by a representative and
representing not less than five per cent. of the total voting rights of all
the Members having the right to vote at the Meeting; or
by any Member or Members present in person or by proxy or by
attorney or in the case of a corporation by a representative, holding
shares conferring a right to vote at the meeting, being shares on which
an aggregate sum has been paid up equal to not less than five per cent.
of the total sum paid up on all the shares conferring that right.
Unless a poll be so demanded (and the demand be not withdrawn) a declaration by
the chairman of the Meeting that a resolution has been carried or carried unanimously or
by a particular majority or lost and an entry to that effect in the minute book shall be
conclusive evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution. A demand for a poll may be withdrawn.
65.
If a poll be duly demanded (and the demand be not withdrawn) it shall be
Taking a poll.
taken in such manner (including the use of ballot or voting papers) as the Chairman may
direct and the result of a poll shall be deemed to be the resolution of the Meeting at
which the poll was demanded. The Chairman may, and if so directed by the Meeting
shall, appoint scrutineers and may adjourn the Meeting to some place and time fixed by
him for the purpose of declaring the result of the poll.
66.
If any votes be counted which ought not to have been counted or might have
been rejected, the error shall not vitiate the result of the voting unless it be pointed out at
the same Meeting or at any adjournment thereof and not in any case unless it shall in the
opinion of the Chairman be of sufficient magnitude.
Votes counted in
error.
67.
In the case of equality of votes, whether on a show of hands or on a poll, the
chairman of the Meeting at which the show of hands takes place or at which the poll is
demanded shall be entitled to a casting vote.
68. A poll demanded on any question shall be taken either immediately or at such
subsequent time (not being more than thirty days from the date of the Meeting) and place
as the Chairman may direct. No notice need be given of a poll not taken immediately.
69. The demand for a poll shall not prevent the continuance of a Meeting for the
transaction of any business, other than the question on which the poll has been demanded.
VOTES OF MEMBERS
70. Subject to this Constitution and to any special privileges or restrictions as to
voting attached to any special class of shares hereinafter issued every Member who is
entitled to vote and who is present in person or by proxy or attorney or in the case of a
corporation by a representative shall:
(a)
on a show of hands, have one vote. Provided always that in the case of a
Member who is represented by two proxies, only one of the two proxies
as determined by that Member or, failing such determination, by the
chairman of the Meeting (or by a person authorised by him) in his sole
discretion, shall be entitled to vote on a show of hands; and
(b)
on a poll, have one vote for every share of which he holds or represents.
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Chairman’s casting
vote.
Time for taking a
poll.
Continuance of
business after
demand for a poll.
Voting rights of
Members.
71. Where there are joint registered holders of any share any one of such persons
may vote and be reckoned in a quorum at any Meeting either personally or by proxy or
by attorney or in the case of a corporation by a representative as if he were solely
entitled thereto and if more than one of such joint holders be so present at any Meeting
that one of such persons so present whose name stands first in the Register in respect of
such share shall alone be entitled to vote in respect thereof. Several executors or
administrators of a deceased Member in whose name any share stands shall for the
purpose of this article be deemed joint holders thereof.
72. A Member with mental disorder or whose person or estate is liable to be dealt
with in any way under the law relating to mental disorders may vote whether on a show
of hands or on a poll by his committee, curator bonis or such other person as properly
has the management of his estate and any such committee, curator bonis or other person
may vote by proxy or attorney, provided that such evidence as the Directors may require
of the authority of the person claiming to vote shall have been deposited at the Office
not less than forty-eight hours before the time appointed for holding the Meeting.
Voting rights of
joint holders.
Voting rights of
Members with
mental disorder.
73. Subject to the provisions of this Constitution and the Act, every Member shall
Right to vote.
be entitled to be present and to vote at any General Meeting either personally or by
proxy or by attorney or in the case of a corporation by a representative and to be
reckoned in a quorum in respect of shares fully paid and in respect of partly paid shares
where calls are not due and unpaid.
74. No objection shall be raised as to the admissibility of any vote except at the
Meeting or adjourned Meeting at which the vote objected to is given or tendered and
every vote not disallowed at such Meeting shall be valid for all purposes. Any such
objection made in due time shall be referred to the chairman of the Meeting whose
decision shall be final and conclusive.
When objection to
admissibility of
votes may be made.
75. On a poll votes may be given either personally or by proxy or by attorney or in
the case of a corporation by its representative and a person entitled to more than one vote
need not use all his votes or cast all the votes he uses in the same way.
Vote on a poll.
76.
(A) A Member may appoint more than two proxies to attend and vote at the
same General Meeting.
Appointment of
proxies.
(B)
In any case where a form of proxy appoints more than one proxy, the
proportion of the shareholding concerned to be represented by each proxy shall be
specified in the form of proxy.
(C) An instrument appointing a proxy shall be in writing and:
(a)
in the case of an individual shall be:
Execution of
Proxies.
(i)
(ii)
signed by the appointor or by his attorney if the instrument
is delivered personally or sent by post; or
authorised by that individual through such method and in
such manner as may be approved by the Directors, if the
instrument is submitted by electronic communication; and
(b)
in the case of a corporation shall be:
(i)
(ii)
either under the common seal or signed on its behalf by an
attorney or by a duly authorised officer of the corporation if
the instrument is delivered personally or sent by post; or
authorised by that corporation through such method and in
such manner as may be approved by the Directors, if the
instrument is submitted by electronic communication.
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The Directors may, for the purposes of articles 76(C)(a)(ii) and 76(C)(b)(ii), designate
procedures for authenticating any such instrument, and any such instrument not so
authenticated by the use of such procedures shall be deemed not to have been received
by the Company.
(D) The signature on, or authorisation of, such instrument need not be
witnessed. Where an instrument appointing a proxy is signed or authorised on behalf of
the appointor by an attorney, the letter or power of attorney or a duly certified copy
thereof must (failing previous registration with the Company) be lodged with the
instrument of proxy pursuant to article 78, failing which the instrument may be treated
as invalid.
(E)
The Directors may, in their absolute discretion:
(a)
(b)
approve the method and manner for an instrument appointing a
proxy to be authorised; and
designate the procedure for authenticating an instrument
appointing a proxy,
as contemplated in articles 76(C)(a)(ii) and 76(C)(b)(ii) for application to such
Members or class of Members as they may determine. Where the Directors do not so
approve and designate in relation to a Member (whether of a class or otherwise),
article 76(C)(a)(i) and/or (as the case may be) article 76(C)(b)(i) shall apply.
77. A proxy need not be a Member of the Company.
Witness and
authority.
Directors may
approve method
and manner, and
designate
procedure, for
electronic
communications.
Proxy need not be
a Member.
78.
(A) An instrument appointing a proxy or the power of attorney or other
Deposit of proxies.
authority, if any:
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(a)
(b)
if sent personally or by post, shall be deposited at such place or
one of such places (if any) as may be specified for that purpose in
or by way of note to or in any document accompanying the notice
convening the Meeting or adjourned Meeting (or, if no place is so
specified, at the Office); or
if submitted by electronic communication, shall be received
through such means as may be specified for that purpose in or by
way of note to or in any document accompanying the notice
convening the Meeting or adjourned Meeting,
and in either case, not less than forty-eight hours before the time appointed for the
holding of the Meeting or adjourned Meeting or (in the case of a poll taken otherwise
than at or on the same day as the Meeting or adjourned Meeting) for the taking of the
poll at which it is to be used, and in default shall not be treated as valid unless the
Directors otherwise determine. The instrument shall, unless the contrary is stated
thereon, be valid as well for any adjournment of the Meeting as for the Meeting to which
it relates; Provided always that an instrument of proxy or the power of attorney or other
authority, if any, relating to more than one Meeting (including any adjournment thereof)
having once been so delivered in accordance with this article 78 for the purposes of any
Meeting shall not be required again to be delivered for the purposes of any subsequent
Meeting to which it relates.
(B) The Directors may, in their absolute discretion, and in relation to such
Members or class of Members as they may determine, specify the means through which
instruments appointing a proxy may be submitted by electronic communications, as
contemplated in article 78(A)(b). Where the Directors do not so specify in relation to a
Member (whether of a class or otherwise), article 78(A)(a) shall apply.
Directors may
specify means for
electronic
communications.
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79. An instrument appointing a proxy shall be in the following form with such
variations if any as circumstances may require or in such other form as the Directors may
accept and shall be deemed to include the right to demand or join in demanding a poll,
to move any resolution or amendment thereto and to speak at the Meeting:
Form of proxies.
FLEXTRONICS INTERNATIONAL LTD.
“I/We,
“of
“a Member/Members of the above-named Company hereby appoint
“of
“or whom failing
“of
“to vote for me/us and on my/our behalf
“at the (Annual, Extraordinary or Adjourned,
“as the case may be) General Meeting of
“the Company to be held on the
day
“of
“thereof.
“As Witness my hand this
“20
and at every adjournment
day of
”
An instrument appointing a proxy shall, unless the contrary is stated thereon be valid as
well for any adjournment of the Meeting as for the Meeting to which it relates and need
not be witnessed.
80. A vote given in accordance with the terms of an instrument of proxy (which
for the purposes of this Constitution shall also include a power of attorney) shall be valid
notwithstanding the previous death or mental disorder of the principal or revocation of
the proxy, or of the authority under which the proxy was executed or the transfer of the
share in respect of which the proxy is given, provided always that no intimation in
writing of such death, mental disorder, revocation or transfer shall have been received by
the Company at the Office (or such other place as may be specified for the deposit of
instruments appointing proxies) before the commencement of the Meeting or adjourned
Meeting (or in the case of a poll before the time appointed for the taking of the poll) at
which the proxy is used.
81. Any corporation that is a Member of the Company may by resolution of its
directors or other governing body authorise such person as it thinks fit to act as its
representative at any Meeting of the Company or of any class of Members of the
Company and the person so authorised shall be entitled to exercise the same powers on
behalf of the corporation as the corporation could exercise if it were an individual
Member of the Company and such corporation shall for purposes of this Constitution
(but subject to the Act) be deemed to be present in person at any such Meeting if the
person so authorised is present thereat.
Intervening death
or mental disorder
of principal not to
revoke proxy.
Corporations
acting by
representatives.
DIRECTORS
82. Subject to the other provisions of Section 145 of the Act, the number of the
Directors, all of whom shall be natural persons, shall not be less than two nor, unless
otherwise determined by the Company in General Meeting, more than eleven.
83. A Director need not be a Member and shall not be required to hold any share
qualification unless and until otherwise determined by the Company in General Meeting
but shall be entitled to attend and speak at General Meetings.
Number of
Directors.
Qualification.
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84. Subject to Section 169 of the Act, the remuneration of the Directors shall be
determined from time to time by the Company in General Meeting, and shall be divisible
among the Directors in such proportions and manner as they may agree and in default of
agreement equally, except that in the latter event any Director who shall hold office for
part only of the period in respect of which such remuneration is payable shall be entitled
only to rank in such division for the proportion of remuneration related to the period
during which he has held office.
Remuneration of
Directors.
85. The Directors shall be entitled to be repaid all travelling or such reasonable
expenses as may be incurred in attending and returning from meetings of the Directors
or of any committee of the Directors or General Meetings or otherwise howsoever in or
about the business of the Company in the course of the performance of their duties as
Directors.
Travelling
expenses.
86. Any Director who is appointed to any executive office or serves on any
committee or who otherwise performs or renders services, which in the opinion of the
Directors are outside his ordinary duties as a Director, may, subject to Section 169 of the
Act, be paid such extra remuneration as the Directors may determine.
Extra
Remuneration.
87.
(A) Other than the office of Auditor, a Director may hold any other office or
place of profit under the Company and he or any firm of which he is a member may act
in a professional capacity for the Company in conjunction with his office of Director for
such period and on and to such terms (as to remuneration and otherwise) as the Directors
may determine. Subject to the Act, no Director or intending Director shall be
disqualified by his office from contracting or entering into any arrangement with the
Company either as vendor, purchaser or otherwise nor shall such contract or arrangement
or any contract or arrangement entered into by or on behalf of the Company in which
any Director shall be in any way interested be avoided nor shall any Director so
contracting or being so interested be liable to account to the Company for any profit
realised by any such contract or arrangement by reason only of such Director holding
that office or of the fiduciary relation thereby established.
(B) Every Director shall observe the provisions of Section 156 of the Act
relating to the disclosure of the interests of the Directors in transactions or proposed
transactions with the Company or of any office held or property possessed by a Director
which might create duties or interests in conflict with his duties or interests as a Director.
Subject to such disclosure as required under the Act, a Director shall be entitled to vote
in respect of any transaction or proposed transaction in which he is interested and he
shall be taken into account in ascertaining whether a quorum is present.
(C) Where applicable, the provisions of this article 87 shall apply mutatis
mutandis to the Chief Executive Officer of the Company.
88.
(A) A Director may be or become a director of or hold any office or place of
profit (other than as Auditor) or be otherwise interested in any company in which the
Company may be interested as vendor, purchaser, shareholder or otherwise and unless
otherwise agreed shall not be accountable for any fees, remuneration or other benefits
received by him as a director or officer of or by virtue of his interest in such other company.
(B) The Directors may exercise the voting power conferred by the shares in
any company held or owned by the Company in such manner and in all respects as the
Directors think fit in the interests of the Company (including the exercise thereof in
favour of any resolution appointing the Directors or any of them to be directors of such
company or voting or providing for the payment of remuneration to the directors of such
company) and any such Director of the Company may vote in favour of the exercise of
such voting powers in the manner aforesaid notwithstanding that he may be or be about
to be appointed a director of such other company.
Power of Directors
to hold office of
profit and to
contract with
Company.
Directors to observe
Section 156 of the
Act.
Holding of office
in other companies.
Directors may
exercise voting
power conferred
by Company’s
shares in another
company.
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CHIEF EXECUTIVE OFFICERS
89. The Directors may from time to time appoint one or more of their body to be
Chief Executive Officer or Chief Executive Officers (or the equivalent position or
positions) of the Company and may from time to time (subject to the provisions of any
contract between him or them and the Company) remove or dismiss him or them from
office and appoint another or others in his or their places.
90. A Chief Executive Officer (or a person holding an equivalent position) who is
a Director shall not, while he continues to hold that office, be subject to retirement by
rotation unless the Board of Directors determines otherwise at its sole discretion, at any
time, and he shall not be taken into account in determining the number of Directors to
retire by rotation but he shall, subject to the provisions of any contract between him and
the Company, be subject to the same provisions as to resignation and removal as the
other Directors of the Company and if he ceases to hold the office of Director from any
cause he shall ipso facto and immediately cease to be a Chief Executive Officer (or hold
such equivalent position).
91. Subject to Section 169 of the Act, the remuneration of a Chief Executive
Officer (or a person holding an equivalent position) shall from time to time be fixed by
the Directors and may, subject to this Constitution, be by way of salary or commission or
participation in profits or by any or all of such modes.
92. The Directors may from time to time entrust to and confer upon a Chief
Executive Officer (or a person holding an equivalent position) for the time being such of
the powers exercisable under this Constitution by the Directors as they may think fit and
may confer such powers for such time and to be exercised on such terms and conditions
and with such restrictions as they think expedient and they may confer such powers
either collaterally with or to the exclusion of and in substitution for all or any of the
powers of the Directors in that behalf and may from time to time revoke, withdraw, alter
or vary all or any of such powers.
Appointment of
the Chief
Executive Officer.
Resignation,
retirement and
removal of the
Chief Executive
Officer.
Remuneration of
the Chief
Executive Officer.
Powers of the
Chief Executive
Officer.
VACATION OF OFFICE OF DIRECTORS
93. The office of a Director shall be vacated in any one of the following events,
namely:
Vacation of office
of Director.
(a)
(b)
(c)
(d)
(e)
if he becomes prohibited from being a Director by reason of any order
made under the Act;
if he ceases to be a Director by virtue of any of the provisions of the Act
or this Constitution;
subject to Section 145 of the Act, if he resigns by writing under his hand
left at the Office;
if he shall have a bankruptcy order made against him or if he shall make
any arrangement or composition with his creditors generally;
if he becomes mentally disordered and incapable of managing himself
or his affairs or if in Singapore or elsewhere an order shall be made by
any court claiming jurisdiction in that behalf on the ground (however
formulated) of mental disorder for his detention or for the appointment
of a guardian or for the appointment of a receiver or other person (by
whatever name called) to exercise powers with respect to his property or
affairs; or
(f)
if he be absent from meetings of the Directors for a continuous period
of six months without leave from the Directors and the Directors resolve
that his office be vacated.
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94. At each Annual General Meeting one-third of the Directors for the time being
(or, if their number is not a multiple of three, the number nearest to but not more than
one-third) shall retire from office by rotation. Provided, however, that no Director
holding office as Chief Executive Officer (or an equivalent position) shall be subject to
retirement by rotation unless otherwise determined in accordance with article 90 or be
taken into account in determining the number of Directors to retire.
95. The Directors to retire in every year shall be those subject to retirement by
rotation who have been longest in office since their last re-election or appointment. As
between persons who became or were last re-elected Directors on the same day, those to
retire shall (unless they otherwise agree among themselves) be determined by lot. A
retiring Director shall be eligible for re-election.
Retirement of
Directors by
rotation.
Selection of
Directors to retire.
96. The Company at the Meeting at which a Director retires under any provision
of this Constitution may by Ordinary Resolution fill the office being vacated by electing
thereto the retiring Director or some other person eligible for appointment. In default, the
retiring Director shall be deemed to have been re-elected except in any of the following
cases:
Filling vacated
office.
(a) where at such Meeting it is expressly resolved not to fill such office or a
resolution for the re-election of such Director is put to the Meeting and
lost;
(b) where such Director has given notice in writing to the Company that he
is unwilling to be re-elected; or
(c) where the default is due to the moving of a resolution in contravention
of article 98.
The retirement shall not have effect until the conclusion of the Meeting except where a
resolution is passed to elect some other person in the place of the retiring Director or a
resolution for his re-election is put to the Meeting and lost and accordingly a retiring
Director who is re-elected or deemed to have been re-elected will continue in office
without a break.
97.
In accordance with the provisions of Section 152 of the Act, the Company
may by Ordinary Resolution of which special notice has been given remove any Director
before the expiration of his period of office, notwithstanding anything in this
Constitution or in any agreement between the Company and such Director but without
prejudice to any claim he may have for damages for breach of any such agreement. The
Company in General Meeting may appoint another person in place of a Director so
removed from office and any person so appointed shall be treated for the purpose of
determining the time at which he or any other Director is to retire by rotation as if he had
become a Director on the day on which the Director in whose place he is appointed was
last elected a Director. In default of such appointment, the vacancy so arising may be
filled by the Directors as a casual vacancy.
Removal of
Directors.
98. At any General Meeting of the Company, a motion for the appointment of two
or more persons as Directors by a single resolution shall not be made unless a resolution
that it shall be so moved has first been agreed to by the Meeting without any vote being
given against it, and any resolution passed in contravention of this provision shall be void.
Appointment of
two or more
persons as
Directors.
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99. Subject to the Act, no person other than a Director retiring at the General
Meeting shall, unless recommended for election by the Directors, be eligible for
appointment as a Director at any General Meeting unless a Member shall lodge at the
Office a written notice of the proposed nomination not less than 45 days (exclusive of
the date on which the notice is given) prior to the first anniversary of the date on which
the Company first mailed its proxy statement for the prior year’s Annual General
Meeting. Such notice shall set forth (a) as to each person whom the Member proposes to
nominate for election or re-election as a Director, all information relating to such person
that may be required to be disclosed under applicable laws governing the Company’s
solicitations for proxies for election of Directors (including such person’s written consent
to being named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the Member giving the notice, all information relating to such
Member that may be required to be disclosed under applicable laws governing the
Company’s solicitations of proxies for election of Directors (including such person’s
name and address, as they appear on the Register of Members of the Company). The
Company may require any proposed nominee to furnish such other information as may
reasonably be required by the Company to determine the eligibility of such proposed
nominee to serve as a Director. Notwithstanding the foregoing, in the case of a person
recommended by the Directors for election, seven clear days’ notice only shall be
necessary.
100. The Directors shall have power at any time and from time to time to appoint
any person to be a Director either to fill a casual vacancy or as an additional Director but
so that the total number of Directors shall not at any time exceed the maximum number
fixed by or in accordance with this Constitution. Any person so appointed by the
Directors shall hold office only until the next Annual General Meeting and shall then be
eligible for re-election, but shall not be taken into account in determining the number of
Directors who are to retire by rotation at such Meeting.
ALTERNATE DIRECTORS
101. (A) Any Director may at any time by writing under his hand and deposited
at the Office or delivered at a meeting of the Directors appoint any person to be his
Alternate Director and may in like manner at any time terminate such appointment.
(B) A Director or any other person may act as an Alternate Director to
represent more than one Director and such Alternate Director shall be entitled at
Directors’ meetings to one vote for every Director whom he represents in addition to his
own vote if he is a Director.
(C) The appointment of an Alternate Director shall ipso facto determine on
the happening of any event which if he were a Director would render his office as a
Director to be vacated and his appointment shall also determine ipso facto if his
appointor ceases for any reason to be a Director.
(D) An Alternate Director shall be entitled to receive notices of meetings of
the Directors and to attend and vote as a Director at any such meeting at which the
Director appointing him is not personally present and generally, if his appointor is absent
from Singapore or is otherwise unable to act as such Director, to perform all functions of
his appointment as a Director (except the power to appoint an Alternate Director) and to
sign any resolution in accordance with the provisions of article 107.
Notice of intention
to appoint
Director.
Directors’ power
to fill casual
vacancies and to
appoint additional
Director.
Appointment of
Alternate
Directors.
Voting and
Capacity.
Determination of
appointment of
Alternate
Directors.
Powers of
Alternate
Directors.
(E) An Alternate Director shall not be taken into account in reckoning the
Quorum.
minimum or maximum number of Directors allowed for the time being under this
Constitution but he shall be counted for the purpose of reckoning whether a quorum is
present at any meeting of the Directors attended by him at which he is entitled to vote.
Provided, however, that he shall not constitute a quorum under article 104 if he is the
only person present at the meeting notwithstanding that he may be an Alternate to more
than one Director.
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(F) An Alternate Director may be repaid by the Company such expenses as
might properly be repaid to him if he were a Director and he shall be entitled to receive
from the Company such proportion (if any) of the remuneration otherwise payable to his
appointor as such appointor may by notice in writing to the Company from time to time
direct, but save as aforesaid he shall not in respect of such appointment be entitled to
receive any remuneration from the Company.
(G) An Alternate Director shall not be required to hold any share
qualification.
PROCEEDINGS OF DIRECTORS
102. (A) The Directors may meet together for the despatch of business, adjourn
or otherwise regulate their meetings as they think fit. Subject to the provisions of this
Constitution questions arising at any meeting shall be determined by a majority of votes
and in case of an equality of votes the Chairman of the meeting shall have a second or
casting vote.
(B) The Directors may hold or participate in a meeting of the Directors by
means of a conference telephone or a video conference telephone or similar
communications equipment whereby all persons participating in the meeting can hear
and be heard by all other participants at the same time. Such participation shall
constitute presence in person. Any such meeting shall be deemed to be held at the place
where the person taking the minutes of the meeting is situated or at such place otherwise
agreed upon by the Directors attending such meeting, provided that at least one of the
Directors present at the meeting was at such place otherwise agreed upon for the
duration of the meeting. The Directors participating in any such meeting shall be counted
in the quorum for such meeting and subject to there being a requisite quorum under this
Constitution, all resolutions agreed to by the Directors in such meeting shall be deemed
to be as effective as a resolution passed at a meeting in person of the Directors duly
convened and held.
(C)
In the case of a meeting which is not held in person, the fact that a
Director is taking part in the meeting must be made known to all the other Directors
taking part and no Director may disconnect or cease to take part in the meeting unless he
makes known to all other Directors taking part that he is ceasing to take part in the
meeting.
103. A Director may and the Secretary on the requisition of a Director shall at any
time summon a meeting of the Directors.
Alternate
Directors’
remuneration.
No share
qualification.
Meetings of
Directors.
Participation in a
meeting by
conference
telephone or video
conference
telephone.
Convening
meetings of
Directors.
104. The quorum necessary for the transaction of the business of the Directors may
Quorum.
be fixed by the Directors and unless so fixed at any other number shall be two. A
meeting of the Directors at which a quorum is present shall be competent to exercise all
the powers and discretions for the time being exercisable by the Directors.
105. The continuing Directors may act notwithstanding any vacancies but if and so
long as the number of Directors is reduced below the minimum number fixed by or in
accordance with this Constitution the continuing Directors or Director may act for the
purpose of filling up such vacancies or of summoning General Meetings of the Company
but not for any other purpose. If there be no Directors or Director able or willing to act,
then any two Members may summon a General Meeting for the purpose of appointing
Directors.
Proceedings in
case of vacancies.
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106. The Directors may from time to time elect from their number a Chairman and
if desired a Deputy Chairman and determine the period for which he is or they are to
hold office. The Deputy Chairman will perform the duties of the Chairman during the
Chairman’s absence for any reason. The Chairman and in his absence the Deputy
Chairman shall preside as Chairman at meetings of the Directors but if no such
Chairman or Deputy Chairman be elected or if at any meeting the Chairman and the
Deputy Chairman be not present within five minutes after the time appointed for holding
the same, the Directors present shall choose one of their number to be chairman of such
meeting.
107. A resolution in writing signed by all the Directors for the time being and being
not less than are sufficient to form a quorum shall be as effective as a resolution passed
at a meeting of the Directors duly convened and held, and may consist of several
documents in the like form each signed by one or more of the Directors. Provided,
however, that, when a Director has appointed an Alternate Director, the Director or (in
lieu of the Director) his Alternate may sign. The expressions “in writing” and “signed”
include approval by any such Director by telefax or any form of electronic
communication approved by the Directors for such purpose from time to time, which
incorporates, as the Directors deem necessary, the use of security and/or identification
procedures and devices approved by the Directors.
108. The Directors may delegate any of their powers to committees consisting of
such member or members of their body as they think fit. Any committee so formed shall,
in the exercise of the powers so delegated, conform to any regulations that may be
imposed on them by the Directors.
109. The meetings and proceedings of any such committee consisting of two or
more members shall be governed mutatis mutandis by the provisions of this Constitution
regulating the meetings and proceedings of the Directors, so far as the same are
applicable and are not superseded by any regulations made by the Directors under the
last preceding article.
110. All acts done by any meeting of Directors or of a committee of Directors or by
any person acting as Director shall, as regards all persons dealing in good faith with the
Company, notwithstanding that there was some defect in the appointment of any such
Director or person acting as aforesaid or that they or any of them were disqualified or
had vacated office or were not entitled to vote, be as valid as if every such person had
been duly appointed and was qualified and had continued to be a Director and had been
entitled to vote.
GENERAL POWERS OF THE DIRECTORS
111. The business of the Company shall be managed by, or under the direction or
supervision of the Directors who (in addition to the powers and authorities by this
Constitution or otherwise expressly conferred upon them) may exercise all such powers
and do all such acts and things as may be exercised or done by the Company and are not
hereby or by the Act expressly directed or required to be exercised or done by the
Company in General Meeting and in particular and without prejudice to the generality of
the foregoing the Directors may at their discretion exercise every borrowing power
vested in the Company by this Constitution or permitted by law together with collateral
power of hypothecating the assets of the Company including any uncalled or called but
unpaid capital; provided, however, that the Directors shall not carry into effect any
proposals for disposing of the whole or substantially the whole of the Company’s
undertaking or property unless those proposals have been approved by the Company in
General Meeting.
Chairman and
Deputy Chairman.
Resolutions in
writing.
Power to appoint
committees.
Proceedings at
committee
meetings.
Validity of acts of
Directors in spite
of some formal
defect.
General powers
of Directors to
manage Company’s
business.
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112. (A) The Directors may from time to time by power of attorney under the
Seal or as the case may be, the official seal for use abroad appoint any company, firm or
person or any fluctuating body of persons whether nominated directly or indirectly by the
Directors to be the attorney or attorneys of the Company for such purposes and with
such powers, authorities and discretions (not exceeding those vested in or exercisable by
the Directors under this Constitution) and for such period and subject to such conditions
as they may think fit, and any such power of attorney may contain such provisions for
the protection and convenience of persons dealing with such attorney as the Directors
may think fit and may also authorise any such attorney to subdelegate all or any of the
powers, authorities and discretions vested in him.
Power to appoint
attorneys.
(B) The Company or the Directors on behalf of the Company may in
Registers.
exercise of the powers in that behalf conferred by the Act cause to be kept a Branch
Register or Registers of Members and the Directors may (subject to the provisions of the
Act) make and vary such regulations as they may think fit in respect of the keeping of
any such Branch Register.
113. All cheques, promissory notes, drafts, bills of exchange, and other negotiable
Cheques, etc.
or transferable instruments and all receipts for moneys paid to the Company shall be
signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such
manner as the Directors shall from time to time by Resolution determine.
BORROWING POWERS
114. Subject as hereinafter provided and to the provisions of the Act, the Directors
may borrow or raise money from time to time for the purpose of the Company or secure
the payment of such sums as they think fit and may secure the repayment or payment of
such sums by mortgage or charge upon all or any of the property or assets of the
Company or by the issue of debentures or otherwise as they may think fit.
Directors’
borrowing powers.
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SECRETARY
115. The Secretary or Secretaries shall and a Deputy or Assistant Secretary or
Secretaries may be appointed by the Directors for such term, at such remuneration and
upon such conditions as they may think fit, and any Secretary, Deputy or Assistant
Secretary so appointed may be removed by them, but without prejudice to any claim he
may have for damages for breach of any contract of service between him and the
Company. The appointment and duties of the Secretary or Secretaries shall not conflict
with the provisions of the Act and in particular Section 171 thereof.
Secretary.
SEAL
116. (A) The Directors shall provide for the safe custody of the Seal and the
official seal for use abroad, which shall only be used by the authority of the Directors or
a committee of Directors authorised by the Directors in that behalf.
Seal.
(B) Every instrument to which the Seal shall be affixed shall (subject to the
Affixing Seal.
provisions of this Constitution as to certificates for shares) be signed by a Director and
shall be countersigned by the Secretary or by a second Director or by some other person
appointed by the Directors in place of the Secretary for the purpose.
(C) The Company may exercise the powers conferred by the Act with regard
Official seal.
to having an official seal for use abroad, and such powers shall be vested in the
Directors. For the avoidance of doubt, the affixation of the official seal need not comply
with the signature requirements prescribed by article 116(B), and need only comply with
the execution formalities prescribed under the Act.
(D) The Company may have a duplicate Seal as referred to in Section 124 of
Share Seal.
the Act which shall be a facsimile of the Seal with the addition on its face of the words
“Share Seal”.
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AUTHENTICATION OF DOCUMENTS
117. Any Director or the Secretary or any person appointed by the Directors for the
purpose shall have power to authenticate any documents affecting the Constitution of the
Company and any resolutions passed by the Company or the Directors, and any books,
records, documents, accounts and financial statements relating to the business of the
Company, and to certify copies thereof or extracts therefrom as true copies or extracts;
and where any books, records, documents, accounts or financial statements are elsewhere
than at the Office, the local manager and other officer of the Company having the
custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.
118. A document purporting to be a copy of a resolution of the Directors or an
extract from the minutes of a meeting of Directors which is certified as such in
accordance with the provisions of the last preceding article shall be conclusive evidence
in favour of all persons dealing with the Company upon the faith thereof that such
resolution has been duly passed or, as the case may be, that such extract is a true and
accurate record of a duly constituted meeting of the Directors.
DIVIDENDS
119. The Company may by Ordinary Resolution declare dividends but (without
prejudice to the powers of the Company to pay interest on share capital as hereinbefore
provided) no dividend shall be payable except out of the profits of the Company, or in
excess of the amount recommended by the Directors.
120. Subject to the rights of holders of shares with special rights as to dividend (if
any), all dividends shall be declared and paid according to the amounts paid on the
shares in respect whereof the dividend is paid, but (for the purposes of this article only)
no amount paid on a share in advance of calls shall be treated as paid on the share. All
dividends shall be apportioned and paid pro rata according to the amount paid on the
shares during any portion or portions of the period in respect of which the dividend is
paid, but if any share is issued on terms providing that it shall rank for dividend as from
a particular date such share shall rank for dividend accordingly.
121. If and so far as in the opinion of the Directors the profits of the Company
justify such payments, the Directors may pay the fixed preferential dividends on any
express class of shares carrying a fixed preferential dividend expressed to be payable on
a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof
by the terms of issue of the shares, and subject thereto may also from time to time pay to
the holders of any other class of shares interim dividends thereon of such amounts and
on such dates as they may think fit.
122. No dividend or other moneys payable on or in respect of a share shall bear
interest against the Company.
123. The Directors may deduct from any dividend or other moneys payable to any
Member on or in respect of a share all sums of money (if any) presently payable by him
to the Company on account of calls or in connection therewith.
124. The Directors may retain any dividend or other moneys payable on or in
respect of a share on which the Company has a lien and may apply the same in or
towards satisfaction of the debts, liabilities or engagements in respect subject of which
the lien exists.
125. The Directors may retain the dividends payable on shares in respect of which
any person is under the provisions as to the transmission of shares hereinbefore
contained entitled to become a Member or which any person under those provisions is
entitled to transfer until such person shall become a Member in respect of such shares or
shall duly transfer the same.
Power to
authenticate
documents.
Certified copies of
resolution of the
Directors.
Declaration of
dividends.
Apportionment of
dividends.
Payment of
preference and
interim dividends.
Dividends not to
bear interest.
Deduction of debts
due to Company.
Retention of
dividends on
shares subject to
lien.
Retention of
dividends on
shares pending
transmission.
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126. The payment by the Directors of any unclaimed dividends or other moneys
payable on or in respect of a share into a separate account shall not constitute the
Company a trustee in respect thereof. All dividends unclaimed after being declared may
be invested or otherwise made use of by the Directors for the benefit of the Company
and any dividend unclaimed after a period of six years from the date of declaration of
such dividend shall be forfeited and shall revert to the Company but the Directors may at
any time thereafter at their absolute discretion annul any such forfeiture and pay the
dividend so forfeited to the person entitled thereto prior to the forfeiture.
127. The Company may, upon the recommendation of the Directors, by Ordinary
Resolution direct payment of a dividend in whole or in part by the distribution of
specific assets and in particular of paid up shares or debentures of any other company or
in any one or more of such ways; and the Directors shall give effect to such Resolution
and where any difficulty arises in regard to such distribution, the Directors may settle the
same as they deem expedient and in particular may fix the value for distribution of such
specific assets or any part thereof and may determine that cash payments shall be made
to any Members upon the footing of the value so fixed in order to adjust the rights of all
parties and may vest any such specific assets in trustees as the Directors may deem
expedient.
128. Any dividend or other moneys payable in cash on or in respect of a share may
be paid by cheque or warrant sent through the post to the registered address of the
Member or person entitled thereto, or, if several persons are registered as joint holders of
the share or are entitled thereto in consequence of the death or bankruptcy of the holder
to any one of such persons or to such persons and such address as such persons may by
writing direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent or to such person as the holder or joint holders or person or
persons entitled to the share in consequence of the death or bankruptcy of the holder
may direct and payment of the cheque if purporting to be endorsed or the receipt of any
such person shall be a good discharge to the Company. Every such cheque or warrant
shall be sent at the risk of the person entitled to the money represented thereby.
Unclaimed
dividends or other
moneys.
Payment of
dividend in specie.
Dividends payable
by cheque.
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129. A transfer of shares shall not pass the right to any dividend declared on such
Effect of transfer.
shares before the registration of the transfer.
RESERVES
130. The Directors may from time to time set aside out of the profits of the
Company and carry to reserve such sums as they think proper which, at the discretion of
the Directors, shall be applicable for meeting contingencies or for the gradual liquidation
of any debt or liability of the Company or for repairing or maintaining the works, plant
and machinery of the Company or for special dividends or bonuses or for equalising
dividends or for any other purpose to which the profits of the Company may properly be
applied and pending such application may either be employed in the business of the
Company or be invested. The Directors may divide the reserve into such special funds as
they think fit and may consolidate into one fund any special funds or any parts of any
special funds into which the reserve may have been divided. The Directors may also
without placing the same to reserve carry forward any profits which they may think it
not prudent to divide.
Power to carry
profit to reserve.
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BONUS ISSUES AND CAPITALISATION OF PROFITS AND RESERVES
Power to issue free
bonus shares
and/or to capitalise
reserves.
131. The Company may, upon the recommendation of the Directors, by Ordinary
Resolution:
(a)
(b)
issue bonus shares, for which no consideration is payable to the
Company, to the Members holding shares in the Company in proportion
to their then holdings of shares; and/or
capitalise any sum for the time being standing to the credit of any of the
Company’s reserve accounts or any sum standing to the credit of the
profit and loss account or otherwise available for distribution, provided
that such sum is not required for paying the dividends on any shares
carrying a fixed cumulative preferential dividend and accordingly that
the Directors be authorised and directed to appropriate the sum resolved
to be capitalised to the Members holding shares in the Company in the
proportions in which such sum would have been divisible amongst them
had the same been applied or been applicable in paying dividends and to
apply such sum on their behalf either in or towards paying up the
amounts (if any) for the time being unpaid on any shares held by such
Members respectively, or in paying up in full new shares or debentures
of the Company, such shares or debentures to be allotted and distributed
and credited as fully paid up to and amongst such Members in the
proportion aforesaid or partly in one way and partly in the other.
132. Whenever such a resolution as aforesaid shall have been passed, the Directors
may do all acts and things considered necessary or expedient to give effect to any such
bonus issue and/or capitalisation with full power to the Directors to make such
provisions as they think fit for any fractional entitlements which would arise on the basis
aforesaid (including provisions whereby fractional entitlements are disregarded or the
benefit thereof accrues to the Company rather than to the Members concerned). The
Directors may authorise any person to enter on behalf of all the Members interested into
an agreement with the Company providing for any such bonus issue and/or capitalisation
and matters incidental thereto and any agreement made under such authority shall be
effective and binding on all such Members.
Power of Directors
to give effect to
bonus issues and/or
capitalisations.
133. The Directors shall cause minutes to be made in books to be provided for the
Minutes.
MINUTES AND BOOKS
purpose:
(a)
(b)
(c)
of all appointments of officers made by the Directors;
of the names of the Directors present at each meeting of Directors and
of any committee of Directors; and
of all resolutions and proceedings at all Meetings of the Company and of
any class of Members, of the Directors and of committees of Directors.
134. The Directors shall duly comply with the provisions of the Act and in
particular the provisions in regard to registration of charges, created by or affecting
property of the Company, in regard to keeping the Register, a Register of Mortgages and
Charges and a Register of Directors’ Share and Debenture Holdings and in regard to the
production and furnishing of copies of such Registers and of any Register of Holders of
Debentures of the Company.
135. Any register, index, minute book, book of accounts or other book required by
this Constitution or by the Act to be kept by or on behalf of the Company may be kept
either by making entries in bound books or by recording them in any other manner. In
any case in which bound books are not used, the Directors shall take adequate
precautions for guarding against falsification and for facilitating discovery.
Keeping of
Registers, etc.
Form of
registers, etc.
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FINANCIAL STATEMENTS
136. The Directors shall cause to be kept such accounting and other records as are
necessary to comply with the provisions of the Act and shall cause those records to be
kept in such manner as to enable them to be conveniently and properly audited.
Directors to keep
proper accounts.
137. Subject to the provisions of Section 199 of the Act, the books of accounts
shall be kept at the Office or at such other place or places as the Directors think fit
within Singapore. No Member (other than a Director) shall have any right of inspecting
any account or book or document or other recording of the Company except as is
conferred by law or authorised by the Directors or by an Ordinary Resolution of the
Company.
Location and
inspection.
138. In accordance with the provisions of the Act, the Directors shall cause to be
prepared and to be laid before the Company in General Meeting such financial
statements, balance sheets, reports, statements and other documents as may be necessary.
Presentation of
financial
statements.
139. A copy of the financial statements and, if required, the balance sheet
(including every document required by law to be attached thereto), which is duly audited
and which is to be laid before the Company in General Meeting accompanied by a copy
of the Auditor’s report thereon, shall not less than fourteen days before the date of the
Meeting be sent to every Member of the Company and to every other person who is
entitled to receive notices from the Company under the provisions of the Act or under
this Constitution. Provided always that this article shall not require a copy of these
documents to be sent to any person of whose address the Company is not aware or to
more than one of the joint holders of a share in the Company or the several persons
entitled thereto in consequence of the death or bankruptcy of a holder or otherwise but
any Member to whom a copy of these documents has not been sent shall be entitled to
receive a copy free of charge on application at the Office.
Copies of financial
statements.
AUDITORS
140. Auditors shall be appointed and their duties regulated in accordance with the
provisions of the Act. Every Auditor of the Company shall have a right of access at all
times to the accounting and other records of the Company and shall make his report as
required by the Act.
141. Subject to the provisions of the Act, all acts done by any person acting as an
Auditor shall, as regards all persons dealing in good faith with the Company, be valid,
notwithstanding that there was some defect in his appointment or that he was at the time
of his appointment not qualified for appointment.
Appointment of
Auditors.
Validity of acts of
Auditors.
142. The Auditors shall be entitled to attend any General Meeting and to receive all
notices and other communications relating to any General Meeting to which any Member
is entitled and to be heard at any General Meeting on any part of the business of the
Meeting which concerns them as Auditors.
Auditors entitled
to attend General
Meetings.
NOTICES
143. (A) Any notice or document (including a share certificate) may be served on
Service of notice.
or delivered to any Member by the Company either personally or by sending it through
the post in a prepaid cover addressed to such Member at his registered address appearing
in the Register of Members. Where a notice or other document is served or sent by post,
service or delivery shall be deemed to be effected at the time when the cover containing
the same is posted and in proving such service or delivery it shall be sufficient to prove
that such cover was properly addressed, stamped and posted.
A-27
(B) Without prejudice to the provisions of article 143(A), but subject
otherwise to the Act and any regulations made thereunder relating to electronic
communications, any notice or document (including, without limitation, any accounts,
balance-sheet, financial statements or report) which is required or permitted to be given,
sent or served under the Act or under this Constitution by the Company, or by the
Directors, to a Member may be given, sent or served using electronic communications:
Electronic
communications.
(a)
(b)
to the current address of that person; or
by making it available on a website prescribed by the Company
from time to time,
in accordance with the provisions of this Constitution, and/or any other applicable
regulations or procedures.
(C)
For the purposes of article 143(B) above, a Member shall be deemed to
Implied consent.
have agreed to receive such notice or document by way of such electronic
communications and shall not have a right to elect to receive a physical copy of such
notice or document.
(D) Notwithstanding article 143(C) above, the Directors may, at their
Deemed consent.
discretion, at any time give a Member an opportunity to elect within a specified period
of time whether to receive such notice or document by way of electronic communications
or as a physical copy, and a Member shall be deemed to have consented to receive such
notice or document by way of electronic communications if he was given such an
opportunity and he failed to make an election within the specified time, and he shall not
in such an event have a right to receive a physical copy of such notice or document.
(E) Where a notice or document is given, sent or served by electronic
communications:
(a)
to the current address of a person pursuant to article 143(B)(a), it
shall be deemed to have been duly given, sent or served at the
time of transmission of the electronic communication by the email
server or facility operated by the Company or its service provider
to the current address of such person (notwithstanding any
delayed receipt, non-delivery or “returned mail” reply message or
any other error message indicating that the electronic
communication was delayed or not successfully sent), unless
otherwise provided under the Act and/or any other applicable
regulations or procedures; and
When notice given
by electronic
communications
deemed served.
(b)
by making it available on a website pursuant to article 143(B)(b),
it shall be deemed to have been duly given, sent or served on the
date on which the notice or document is first made available on
the website, or unless otherwise provided under the Act and/or any
other applicable regulations or procedures.
(F) Where a notice or document is given, sent or served to a Member by
making it available on a website pursuant to article 143(B)(b), the Company shall give
separate notice to the Member of the publication of the notice or document on that
website and the manner in which the notice or document may be accessed by any one or
more of the following means:
Notice to be given
of service on
website.
(a)
(b)
by sending such separate notice to the Member personally or
through the post pursuant to article 143(A); and/or
by sending such separate notice to the Member using electronic
communications to his current address pursuant to article 143(B)(a).
A-28
(G) Notwithstanding this article 143, if the Company has a registered
class of security under Section 12 of the United States Securities Exchange Act of 1934,
as amended, any manner of furnishing notices and documents using electronic
communications must comply with applicable rules of the United States Securities and
Exchange Commission, including Rule 14a-16 under the United States Securities
Exchange Act of 1934.
144. All notices and documents (including a share certificate) with respect to any
shares to which persons are jointly entitled shall be given to whichever of such persons is
named first on the Register and notice so given shall be sufficient notice to all the
holders of such shares.
145. Subject to article 143(B), any Member with a registered address shall be
entitled to have served upon him at such address any notice to which he is entitled under
this Constitution.
146. A person entitled to a share in consequence of the death or bankruptcy of a
Member or otherwise upon supplying to the Company such evidence as the Directors
may reasonably require to show his title to the share, and upon supplying to the
Company also an address for the service of notice, shall be entitled to have served upon
or delivered to him at such address any notice or document to which the Member but for
his death or bankruptcy or otherwise would be entitled and such service or delivery shall
for all purposes be deemed a sufficient service or delivery of such notice or document on
all persons interested (whether jointly with or as claiming through or under him) in the
share. Save as aforesaid any notice or document delivered or sent by post to or left at the
registered address of any Member or given, sent or served to any Member using
electronic communications in pursuance of this Constitution shall (notwithstanding that
such Member be then dead or bankrupt or otherwise not entitled to such share and
whether or not the Company have notice of the same) be deemed to have been duly
served or delivered in respect of any share registered in the name of such Member as
sole or first-named joint holder.
Service of notices
in respect of joint
holders.
Members shall be
served at
registered address.
Service of notices
after death,
bankruptcy etc.
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147. Any notice on behalf of the Company or of the Directors shall be deemed
effectual if it purports to bear the signature of the Secretary or other duly authorised
officer of the Company, whether such signature is printed or written.
Signature on
notice.
148. When a given number of days’ notice or notice extending over any other period
is required to be given the day of service shall, unless it is otherwise provided or required
by this Constitution or by the Act, not be counted in such number of days or period.
149. (A) Notice of every General Meeting shall be given in the manner
hereinbefore authorised to:
(a)
(b)
every Member;
every person entitled to a share in consequence of the death or
bankruptcy or otherwise of a Member who but for the same would
be entitled to receive notice of the Meeting; and
(c)
the Auditor for the time being of the Company.
(B) No other person shall be entitled to receive notices of General Meetings.
150. The provisions of articles 143, 147 and 148 shall apply mutatis mutandis to
notices of meetings of Directors or any committee of Directors.
Day of service not
counted.
Persons entitled to
receive notice of
General Meeting.
Notice of meetings
of Directors or any
committee of
Directors.
A-29
Distribution of
assets in specie.
Indemnity of
Directors and
officers.
WINDING UP
151. If the Company is wound up (whether the liquidation is voluntary, under
supervision, or by the Court) the Liquidator may, with the authority of a Special
Resolution, divide among the Members in specie or kind the whole or any part of the
assets of the Company and whether or not the assets shall consist of property of one kind
or shall consist of properties of different kinds and may for such purpose set such value
as he deems fair upon any one or more class or classes of property to be divided as
aforesaid and may determine how such division shall be carried out as between the
Members or different classes of Members. The Liquidator may, with the like authority,
vest the whole or any part of the assets in trustees upon such trusts for the benefit of
Members as the Liquidator with the like authority thinks fit and the liquidation of the
Company may be closed and the Company dissolved but so that no Member shall be
compelled to accept any shares or other securities in respect of which there is a liability.
INDEMNITY
152. Subject to the provisions of and so far as may be permitted by the Act and the
Statutes, every Director, Auditor, Secretary or other officer of the Company shall be
entitled to be indemnified by the Company against all costs, charges, losses, expenses
and liabilities incurred or to be incurred by him in the execution and discharge of his
duties (including, without limitation, where he serves at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint venture or
other enterprise) or in relation thereto. Without prejudice to the generality of the
foregoing, no Director, Secretary or other officer of the Company shall be liable for the
acts, receipts, neglects or defaults of any other Director or officer or for joining in any
receipt or other act for conformity or for any loss or expense happening to the Company
through the insufficiency or deficiency of title to any property acquired by order of the
Directors for or on behalf of the Company or for the insufficiency or deficiency of any
security in or upon which any of the moneys of the Company shall be invested or for any
loss or damage arising from the bankruptcy, insolvency or tortious act of any person with
whom any moneys, securities or effects shall be deposited or left or for any other loss,
damage or misfortune whatever which shall happen in the execution of the duties of his
office or in relation thereto unless the same shall happen through his own negligence,
willful default, breach of duty or breach of trust.
SECRECY
153. No Member shall be entitled to require discovery of or any information
respecting any detail of the Company’s trade or any matter which may be in the nature of
a trade secret, mystery of trade or secret process which may relate to the conduct of the
business of the Company and which in the opinion of the Directors it will be inexpedient
in the interest of the Members of the Company to communicate to the public save as may
be authorised by law.
Secrecy.
PERSONAL DATA
154. (A) A Member who is a natural person is deemed to have consented to the
collection, use and disclosure of his personal data (whether such personal data is
provided by that Member or is collected through a third party) by the Company (or its
agents or service providers) from time to time for any of the following purposes:
Personal data of
Members.
(a)
(b)
implementation and administration of any corporate action by the
Company (or its agents or service providers);
internal analysis and/or market research by the Company (or its
agents or service providers);
A-30
(c)
(d)
(e)
(f)
(g)
(h)
investor relations communications by the Company (or its agents
or service providers);
administration by the Company (or its agents or service providers)
of that Member’s holding of shares in the Company;
implementation and administration of any service provided by the
Company (or its agents or service providers) to its Members to
receive notices of meetings, annual reports and other shareholder
communications and/or for proxy appointment, whether by
electronic means or otherwise;
processing, administration and analysis by the Company (or its
agents or service providers) of proxies and representatives
appointed for any General Meeting (including any adjournment
thereof) and the preparation and compilation of the attendance
lists, minutes and other documents relating to any General
Meeting (including any adjournment thereof);
implementation and administration of, and compliance with, any
provision of this Constitution;
compliance with any applicable laws, listing rules, take-over rules,
regulations and/or guidelines; and
(i)
purposes which are reasonably related to any of the above purposes.
(B) Any Member who appoints a proxy and/or representative for any
General Meeting and/or any adjournment thereof is deemed to have warranted that where
such Member discloses the personal data of such proxy and/or representative to the
Company (or its agents or service providers), that Member has obtained the prior consent
of such proxy and/or representative for the collection, use and disclosure by the
Company (or its agents or service providers) of the personal data of such proxy and/or
representative for the purposes specified in articles 154(A)(f) and 154(A)(h), and is
deemed to have agreed to indemnify the Company in respect of any penalties, liabilities,
claims, demands, losses and damages as a result of such Member’s breach of warranty.
Personal data of
proxies and/or
representatives.
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WE, the several persons whose names, addresses and descriptions are subscribed, are desirous of being
formed into a Company in pursuance of this Memorandum of Association and respectively agree to take the
number of shares in the capital of the Company set opposite our respective names:
NAMES, ADDRESSES AND
DESCRIPTION OF SUBSCRIBERS
Number of shares taken by each Subscriber.
Sgd. LUCIEN WONG YUEN KUAI
ONE ORDINARY SHARE
39 Chancery Lane,
#01-13, Villa Chancery,
Singapore 1130.
Advocate & Solicitor
TOTAL NUMBER OF SHARES TAKEN
ONE ORDINARY SHARE
c/f.. ONE ORDINARY SHARE
Dated this 31st day of May 1990.
Witness to the above signature:
Sgd.
JUNE LOW FUI SIAN
Advocate & Solicitor,
c/o Allen & Gledhill,
Advocates & Solicitors,
36 Robinson Road,
#18-01 City House,
Singapore 0106.
WE, the several persons whose names, addresses and descriptions are subscribed, are desirous of being
formed into a Company in pursuance of this Memorandum of Association and respectively agree to take the
number of shares in the capital of the Company set opposite our respective names:
NAMES, ADDRESSES AND
DESCRIPTION OF SUBSCRIBERS
Number of shares taken by each Subscriber.
b/f..
ONE ORDINARY SHARE
ONE ORDINARY SHARE
Sgd. CHOO WAI HONG
21 Stevens Drive,
#03-21 Robin Heights,
Singapore 1025.
Advocate & Solicitor
TOTAL NUMBER OF SHARES TAKEN
TWO ORDINARY SHARE
Dated this 31st day of May 1990.
Witness to the above signature:
Sgd.
JUNE LOW FUI SIAN
Advocate & Solicitor,
c/o Allen & Gledhill,
Advocates & Solicitors,
36 Robinson Road,
#18-01 City House,
Singapore 0106.
A-32
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
Form 10-K
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2016
Or
(cid:3) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-23354
FLEXTRONICS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Singapore
(State or other jurisdiction of
incorporation or organization)
2 Changi South Lane,
Singapore
(Address of registrant’s principal executive offices)
Not Applicable
(I.R.S. Employer
Identification No.)
486123
(Zip Code)
Registrant’s telephone number, including area code
(65) 6876-9899
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Ordinary Shares, No Par Value The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
Securities registered pursuant to Section 12(g) of the Act—NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No (cid:3)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes (cid:3) No ⌧
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 (cid:3)
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 (cid:3)
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. (cid:3)
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.
Large accelerated filer ⌧
Accelerated filer (cid:3)
Non-accelerated filer (cid:3)
Smaller reporting company (cid:3)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:3) No ⌧
As of September 25, 2015, the aggregate market value of the Company’s ordinary shares held by non-affiliates of the registrant was
approximately $5.8 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.
Class Outstanding at May 11, 2016
Ordinary Shares, No Par Value 542,802,845
Document Parts into Which Incorporated
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement to be delivered to shareholders in Part III
connection with the Registrant’s 2016 Annual General
Meeting of Shareholders
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TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer
PART II
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Management’s Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . 48
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
PART III
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . 109
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
PART IV
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PART I
FORWARD-LOOKING STATEMENTS
Unless otherwise specifically stated, references in this report to “Flex,” “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
We are a globally-recognized, leading provider of innovative design, engineering, manufacturing, and
supply chain services and solutions that span from sketch to scaletm; from conceptual sketch to full-scale
production. We design, build, ship and service complete packaged consumer and industrial products for original
equipment manufacturers (“OEMs”), through our activities in the following segments:
• High Reliability Solutions (“HRS”), which is comprised of our medical business including consumer
health, digital health, disposables, drug delivery, diagnostics, life sciences and imaging equipment; our
automotive business, including vehicle electronics, connectivity, and clean technologies; and our defense
and aerospace businesses, focused on commercial aviation, defense and military;
• Consumer Technologies Group (“CTG”), which includes our mobile devices business, including smart
phones; our consumer electronics business, including connected living, wearable electronics including
digital sport, game consoles, and connectivity devices; and our high-volume computing business,
including various supply chain solutions for notebook personal computers (“PC”), tablets, and printers; in
addition, our CTG group is expanding its business relationships to include supply chain optimization for
non-electronics products such as shoes and clothing;
• Industrial and Emerging Industries (“IEI”), which is comprised of semiconductor and capital equipment,
office solutions, household industrial and lifestyle, industrial automation and kiosks, energy and
metering, and lighting; and
• Communications & Enterprise Compute (“CEC”), formerly referred to as 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 networks;
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.
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
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OEM customers leverage our services to meet their requirements throughout their products’ entire life cycles.
For the fiscal year ended March 31, 2016, we had revenue of $24.4 billion and net income of $444.1 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 geographies 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 risks, and improve free cash flow.
Our business has been subject to seasonality, primarily due to our mobile devices and consumer electronics
markets exposure, which are part of our CTG segment, which historically exhibit particular strength generally in
the last two quarters of the calendar year in connection with the holiday season.
We recognized research and development costs primarily related to our design and innovations businesses
of $75.5 million, $35.2 million, and $30.0 million for the fiscal years ended March 31, 2016, 2015 and 2014,
respectively.
INDUSTRY OVERVIEW
Our expertise is in the design, manufacture, and supply services for a broad range of products; as such, the
closest definition of our industry is the outsourced 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 including 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
require 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 2015 is
estimated to have been around 6%.
We believe the total available market for the 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:
• Improved efficiency and reduced production costs;
• Reduced design and development costs and lead time;
• Accelerated time-to-market and time-to-volume production;
• Reduced capital investment requirements and fixed costs;
• Improved inventory management and purchasing power;
• Access to worldwide design, engineering, manufacturing, and after-market service capabilities; and
• Ability to focus on core branding and R&D initiatives.
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
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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 Flex has the broadest worldwide
end-to-end supply chain solution capabilities in the industry, from concept design resources to aftermarket
services. We believe a key competitive advantage is the Flex 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 product lifecycle,
reducing risk while accelerating execution.
• Scope: Our end-to-end services, from sketch to scaletm, include design and innovation services,
engineering, logistics, and supply chain management. Our deep industry knowledge and multi-domain
expertise 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 200,000 employees, providing our customers with truly global scale and strategic
geographic distribution capabilities.
We offer 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’ offerings. We launched the Silicon Valley Open Innovation Initiative 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 2016, we continued to expand our Innovation Centers worldwide and further enhanced our
flagship Customer Innovation Center in Silicon Valley. Our innovation services include:
• Innovations Labs. Innovation Labs is a design and engineering organization that specializes in
supporting customer design and product development services from early concept stages, with the ability
to accommodate highly ambiguous requirements. Customers gain access to our design and engineering
facilities, technical subject matter expertise, and rapid prototyping resources such as metal and plastic 3D
printers and soft tooling capabilities.
• Collective Innovation Platform. The Collective Innovation Platform is an ecosystem of qualified
technology solutions that helps customers reduce time-to-market and enhance product functionality by
leveraging technology building blocks that have been qualified by Flex as part our technology Centers of
Excellence. By joining the Flex Collective Innovation Program, technology providers can monetize their
investments and gain access to our large, global customer base. Program members include technology
suppliers, startups, software/application providers, research labs/institutes and universities.
• Lab IX. A startup accelerator program that invests in the next generation of disruptive technologies,
giving startups a competitive advantage by providing them the necessary resources and connections to
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grow their business. By bringing together startups, OEMs and technology partners, we provide Lab IX
portfolio companies with access to our global end-to-end supply chain solutions, our wealth of
experience in hardware design, our manufacturing services and logistics across a wide range of markets,
and additional benefits from our specialized partners.
• Centers of Excellence. Centers of Excellence provide strategic technology capabilities developed by Flex
in critical solutions areas which are leveraged across multiple industries, for integration into our
customers’ products. Centers of Excellence include Human Machine Interface, Wireless and
Connectivity, Semiconductors, Sensors and Actuators, Power and Battery Management, Smart Software,
Flexible Technology, Computing, and Mechanicals and Plastics.
• Interconnect Technology Center. The Interconnect Technology Center provides expertise in both rigid and
flexible circuits for next generation printed circuits technology, testing methods, and designs. The
Center’s state-of-the-art labs are specifically designed for printed circuit innovation, with a focus on
embedded components, integration and transfer, wearable and stretchable design, thermal management,
system integration and simulation.
• CloudLabs. The CloudLabs initiative provides cloud infrastructure companies with engineering and
design services to optimize rack-level solutions, especially in the case of multi-vendor equipment
integration. CloudLabs enables customers to accelerate a spectrum of cloud, converged infrastructure,
and datacenter strategies.
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:
• Contract Design Services, where customers purchase engineering and development services on a time
and materials basis; or
• Joint Development Manufacturing Services, where our engineering and development teams work jointly
with our customers’ teams to ensure product development integrity, seamless manufacturing handoffs,
and faster time to market.
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, including 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.
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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 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.”
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 physically 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 approach to identifying and
eliminating waste (non-value-added activities) through continuous improvement based on customer demand
allows us to increase our efficiency and flexibility to meet dynamic customer requirements. Our systems
assembly and manufacturing expertise includes the following:
• Enclosures. We offer a comprehensive set of custom electronics enclosures and related products and
services. Our services include the design, manufacture and integration of electronics packaging systems,
including custom enclosure systems, power and thermal subsystems, interconnect subsystems, cabling,
and cases. In addition to standard sheet metal and plastic fabrication services, we assist in the design of
electronics packaging systems that protect sensitive electronics and enhance functionality. Our enclosure
design services focus on functionality, manufacturability and testing. These services are integrated with
our other assembly and manufacturing services to provide our customers with improved overall supply
chain management.
• Testing Services. We offer computer-aided testing services for assembled printed circuit boards, systems
and subsystems. These services significantly improve our ability to deliver high-quality products on a
consistent basis. Our test services include management defect analysis, in-circuit testing and functional
testing as well as environmental stress tests of board and system assemblies. We also offer design for test,
manufacturing, and environmental services to jointly improve customer product design and manufacturing.
• Materials Procurement and Inventory Management. Our manufacturing and assembly operations
capitalize on our materials inventory management expertise and volume procurement capabilities. As a
result, we believe that we are able to achieve highly competitive cost reductions and reduce total
manufacturing cycle time for our OEM customers. Materials procurement and management consist of the
planning, purchasing, expediting, and warehousing of components and materials used in the
manufacturing process. In addition, our strategy includes having third-party suppliers of custom
components located in our industrial parks to reduce material and transportation costs, simplify logistics
and facilitate inventory management. We also use a sophisticated automated manufacturing resource
planning system and enhanced electronic data interchange capabilities to ensure inventory control and
optimization. Through our manufacturing resources planning system, we have real-time visibility of
material availability and are able to track work in process. We utilize electronic data interchange with our
customers and suppliers to implement a variety of supply chain management programs. Electronic data
interchange allows customers to share demand and product forecasts, deliver purchase orders and assists
suppliers with satisfying just-in-time delivery and supplier-managed inventory requirements. This also
enables us to implement vendor-managed inventory solutions to increase flexibility and reduce overall
capital allocation in the supply chain. We procure a wide assortment of materials, including electronic
components, plastics and metals. There are a number of sources for these materials, including customers
for whom we are providing systems assembly and manufacturing services. On some occasions, there have
been shortages in certain electronic components, most recently with regard to connectors, capacitors,
LCD panels and memory (both DRAM and Flash). However, such shortages have not had a material
impact on our operating results for any periods presented. See “Risk Factors—We may be adversely
affected by shortages of required electronic components.”
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Component businesses. We offer the following components product solutions:
• Rigid and Flexible Printed Circuit Board (“PCB”) Fabrication. Printed circuit boards are composed of
laminated materials that provide the interconnection for integrated 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, 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 quickly 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. This drove operational
efficiencies, and resulted 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.
Logistics. Our Flex Global Services business is a provider of after-market supply chain logistics
services. Our comprehensive suite of services is tailored to customers operating in the computing,
consumer digital, infrastructure, industrial, mobile and medical markets. Our expansive global
infrastructure includes 27 sites and approximately 11,000 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 insight 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 increase our customers’ brand loyalty by
improving turnaround times and raising end-customer satisfaction levels. Our objective is to maximize asset
value retention for our customers’ products throughout their product life cycle while simultaneously
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minimizing non-value added 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 feedback to their supply chain constituents, 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.
Market Focus. We apply a rigorous approach to managing our portfolio of opportunities by focusing
on companies that are leaders in their industry and value our superior capabilities in design, manufacturing,
supply chain and aftermarket services. We focus our energy and efforts on high-growth markets where we
have distinctive competence and compelling value propositions. Examples include our investments in
energy, healthcare, automotive, industrial markets, and a number of enabling components technologies. Our
market-focused approach to managing our 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.
Global Operations Capabilities. We continue to invest in maintaining the leadership of our world-class
manufacturing and services capabilities. We constantly push the state of the art in manufacturing technology,
process development and operations management. We believe these skills, IP, and assets contribute to our
significant competitive advantage. We continue to capitalize on our industrial park concept, where we
co-locate our manufacturing, design, and service resources in low-cost regions, to provide a competitive
advantage by minimizing logistics, manufacturing costs, and cycle times while increasing flexibility and
responsiveness. Our ability to cost effectively manage such a massive worldwide system is itself a major
competitive advantage.
Extended Value Propositions. We continue to extend our distinctiveness in manufacturing into new
value propositions that leverage our core capabilities. We opportunistically invest in new capabilities and
services to provide our customers with a broader value-added suite of services and solutions to meet their
product and market requirements. We continue to develop manufacturing process technologies that reduce
cost and improve product performance.
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
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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
$22.6 billion of materials during our fiscal year ended March 31, 2016. As a result, we are able to use our
worldwide supplier relationships to achieve advantageous pricing and supply chain flexibility for our OEM
customers.
We have established an extensive, integrated network of design, manufacturing and logistics facilities
in the world’s major consumer electronics and industrial markets to serve the outsourcing needs of both
multinational and regional OEMs. Our extensive global network of over 100 facilities in approximately
30 countries with approximately 200,000 employees, helps increase our customers’ competitiveness by
simplifying their global product development processes while delivering improved product quality with
improved performance and accelerated time to market.
End-to-End Solutions. We offer a comprehensive range of worldwide supply chain services that
simplify and improve global product development processes, providing meaningful time and cost savings to
our OEM customers. Our broad-based, end-to-end services enable us to cost effectively design, build, ship
and service a complete packaged product. We believe that our capabilities help our customers improve
product quality, manufacturability and performance, while reducing costs. We have expanded and enhanced
our service offering by adding capabilities in 3D printing, automation, innovation labs, real-time supply
chain software, plastics, machining, and mobile charging, and by introducing new capabilities in areas such
as solar equipment, large format stamping, and chargers.
Long-Standing Customer Relationships. We believe that maintaining our long-term relationships with
key customers is a critical requirement for maintaining our market position, growth and profitability. We
believe that our ability to maintain and grow these customer relationships results from our history and
reputation of creating value for our customers while increasing their own competitiveness. We achieve this
through our market-focused approach, our broad range of service offerings and solutions, and our deep
industry expertise, which allow us to provide innovative solutions to all of the manufacturing and related
service needs of our customers. We continue to receive numerous service and quality awards that further
validate the strength of our customer relationships.
Extensive Design and Engineering Capabilities. We have an industry-leading global design service
offering, with extensive product design engineering resources, that provides design services, product
developments, and solutions to satisfy a wide array of customer requirements across all of our key markets.
We combine our design and manufacturing services to provide sketch to scaletm customized solutions that
include services from design concept, through product industrialization and product development, including
the manufacture of components and complete products (such as smart phones), which are then sold by our
OEM customers under the OEMs’ brand names.
Geographic, Customer and End Market Diversification. We believe we have created a well-diversified
and balanced company. Our business spans multiple end markets, significantly expanding our total
available market. The world is experiencing rapid changes, and macro-economic disruptions have led to
demand shifts and realignments. We believe that we are well-positioned through our market diversification
to grow faster than the industry average and successfully navigate through difficult economic times. Our
broad geographic footprint and experiences with multiple product types and complexity levels create a
significant competitive advantage. We continually look for new ways to diversify our offering within each
market segment.
Customer and 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 provide increased security and restricted access to protect our OEM customers’ intellectual property
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(“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 scaletm services, taking their
product from concept to volume production and go-to-market in a rapid, cost effective and low risk manner.
Industrial Parks; Low-Cost Manufacturing Services. We have developed self-contained campuses
that co-locate our manufacturing and logistics operations with our suppliers at a single, low-cost location.
These industrial parks enhance our supply chain management efficiency, while providing a low-cost,
multi-technology solution for our customers. This approach increases the competitiveness of our
customers by reducing logistical barriers and costs, improving communications, increasing flexibility,
lowering transportation costs and reducing turnaround times. We have strategically established our
industrial parks in Brazil, China, Hungary, Israel, Malaysia, Mexico, Poland, Romania, and the Ukraine.
We have selected 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,
2016, approximately 76% of our manufacturing capacity was located in low-cost 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 2016, our ten largest customers accounted for approximately
46% of net sales. Only Lenovo/Motorola, a customer in our CTG segment, accounted for greater than 10% of the
Company’s net sales in fiscal year 2016.
The following table lists in alphabetical order a sample of our largest customers in fiscal year 2016 and the
end products of those customers for which we provide design, manufacturing and/or after-market services:
Customer End Products
Apple . . . . . . . . . . . . . . . . . . . . . Desktop computing, power chargers, and after-market services for
notebooks, tablets, and smart-phones
Cisco . . . . . . . . . . . . . . . . . . . . . Core routers and switches, data center, wireless and enterprise
telecommunications infrastructure equipment
Ericsson . . . . . . . . . . . . . . . . . . . Radio base stations for Long Term Evolution and GSM infrastructure, and
Fitbit Inc . . . . . . . . . . . . . . . . . . Wearable electronics, digital health devices
Ford Motor Company . . . . . . . . In-car connectivity, Lighting Products, Solenoids and Motion Control
optical communications equipment
Electronics
Hewlett-Packard . . . . . . . . . . . . Printers, storage devices, and services for computing devices
Huawei Technologies . . . . . . . . Wireless and enterprise telecommunications infrastructure, smartphones, and
optical communications equipment
Lenovo/Motorola* . . . . . . . . . . . Mobile communication devices, wearables and connected living devices
Microsoft . . . . . . . . . . . . . . . . . . Gaming, computer peripherals, and other consumer electronics devices
Nokia/Alcatel-Lucent** . . . . . . Business telecommunications systems, core routers and switches, and optical
communications equipment
* Lenovo/Motorola includes net sales from its former parent, Google, up to the point in time when Motorola
Mobility was acquired by Lenovo and including net sales from Lenovo thereafter.
** Nokia/Alcatel-Lucent includes net sales from its parent Nokia beginning with the fourth quarter of fiscal
year 2016, as Nokia’s acquisition of Alcatel-Lucent was closed during January 2016.
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.
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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 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 and Environmental Responsibility (“CSER”) management system has several
elements, including environmental, health and safety compliance, labor and human rights, ethics, governance,
and community engagement. Flex’s CSER 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, health and safety conditions as well as other relevant international standards
(e.g., ISO 14001). Flex is a founding member of the EICC. Social responsibility is also an area of increasing
regulation, with specific regulations such as the California Transparency in Supply Chains Act, the U.S. Federal
Acquisition Regulation on Human Trafficking and the U.K. Modern Slavery Act of 2015, all creating new
compliance and disclosure obligations for the Company and for our customers. We operate a number of
programs, including compliance audits, data collection, training and leadership programs that focus upon driving
continuous improvements in social, ethical, and environmental performance throughout all of our global
operating units, all in accordance with our Code of Business Conduct and Ethics. 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 we are 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 associated with financing conflicts in the Democratic
Republic of the Congo or an adjoining country. We are working directly with suppliers, industry groups, and
customers to comply with the due diligence reporting requirements necessary to comply with this law. See “Risk
Factors—Compliance with government regulations regarding the use of ‘conflict minerals’ may result in
increased costs and risks to us.” We have filed Conflict Minerals reports with the Securities and Exchange
Commission (SEC) in accordance with the Dodd-Frank Act.
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 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, 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 associated with 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
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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 issue is currently known.
We are also required to comply with an increasing number of product environmental compliance
regulations focused upon 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 the United States. Our business requires
close collaboration with our customers and suppliers to mitigate risks of non-compliance. We have developed
rigorous compliance programs designed to meet the needs and specifications of our customers as well as the
regulations. These programs vary from collecting compliance or material data from our Flex controlled or
managed suppliers to full laboratory testing, and we include compliance requirements in our standard supplier
contracts. 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. Flex
continues to monitor developments related to product environmental compliance and is working with our
customers and other technical organizations to anticipate and minimize any impacts to our operations.
EMPLOYEES
As of March 31, 2016, our global workforce totaled approximately 200,000 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.
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, 2016 and 2015, 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.
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FINANCIAL INFORMATION ABOUT SEGMENTS AND GEOGRAPHIC AREAS
Refer to note 19 to our consolidated financial statements included under Item 8 for financial information
about our business segments and geographic areas.
ADDITIONAL INFORMATION
Our Internet address is http://www.flextronics.com. We make available through our Internet website the
Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934
as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities
and Exchange Commission.
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.
ITEM 1A. RISK FACTORS
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:
• HRS, which is comprised of our medical business including consumer health, digital health, disposables,
drug delivery, diagnostics, life sciences, and imaging equipment; our automotive business, including
vehicle electronics, connectivity, and clean technologies; and our defense and aerospace businesses,
focused on commercial aviation, defense, and military;
• CTG, which includes our mobile devices business, including smart phones; our consumer electronics
business, including connected living, wearable electronics including digital sport, game consoles, and
connectivity devices; and our high-volume computing business, including various supply chain solutions
for notebook personal computers (“PC”), tablets, and printers; in addition, our CTG group is expanding
its business relationships to include supply chain optimization for non-electronics products such as shoes
and clothing;
• IEI, which is comprised of semiconductor and capital equipment, office solutions, household, industrial,
and lifestyle, industrial automation and kiosks, energy and metering, and lighting; and
• CEC, formerly referred to as 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 networks; 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 standards, and requirements for continuous improvement
in products and services that result in short product life cycles;
• demand for our customers’ products may be seasonal;
• our customers may fail to successfully market their products, and our customers’ products may fail to
gain widespread commercial acceptance;
• our customers’ products may have supply chain issues;
• our customers may experience dramatic market share shifts in demand which may cause them to lose
market share or exit businesses; and
• there may be recessionary periods in our customers’ markets, such as the recent global economic
downturn.
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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.
Cancellations, reductions, or delays by a significant customer or by a group of customers have harmed, and
may in the future harm, our results of operations by reducing the volumes of products we manufacture and
deliver for these customers, by causing a delay in the repayment of our expenditures for inventory in preparation
for customer orders, and by lowering our asset utilization resulting in lower gross margins. Additionally, current
and prospective customers continuously evaluate our capabilities against other providers as well as against the
merits of manufacturing products themselves. Our business would be adversely affected if OEMs decide to
perform these functions internally or transfer their business to another provider. In addition, we face competition
from the manufacturing operations of some of our current and potential customers, who are continually
evaluating the merits of manufacturing products internally against the advantages of outsourcing. In the past,
some of our customers moved a portion of their manufacturing from us in order to more fully utilize their excess
internal manufacturing capacity. Any of these developments could cause a decline in our sales, loss of market
acceptance of our products or services, decreases of our profits or loss of our market share.
As a provider of design and manufacturing services and components for electronics, we must provide
increasingly rapid product turnaround time for our customers. We generally do not obtain firm, long-term
purchase commitments from our customers, and we often experience reduced lead times in customer orders
which may be less than the lead time we require to procure necessary components and materials.
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 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, can cause supply chain management issues, 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. Many of our costs and operating expenses are relatively fixed, thus 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.
A significant percentage 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 46%, 50% and 52% of net sales in fiscal years 2016, 2015 and 2014,
respectively. Only Lenovo/Motorola (including net sales from its former 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 segment, accounted for more than 10% of net sales in fiscal year 2016, 2015 and 2014.
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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 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 supplies
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. On April 21, 2016, SunEdison, Inc. and certain of its
subsidiaries (“SunEdison”) filed for protection under Chapter 11 of the U.S. Bankruptcy Code. For the fiscal
year ended March 31, 2016, we recognized approximately $61.0 million in charges for provisions of accounts
receivable associated with our outstanding SunEdison receivables. The estimates underlying our recorded
provisions, as well as consideration of other potential customer bankruptcy-related contingencies associated with
the SunEdison bankruptcy proceedings, are based on the facts currently known to us. If these facts change, the
provisions are subject to change or we could recognize additional charges, either of which could be material.
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We may be adversely affected by shortages of required electronic components.
From time to time, we have experienced shortages of some of the electronic components that we use. These
shortages can result from strong demand for those components or from problems experienced by suppliers, such
as shortages of raw materials. These unanticipated component shortages could result in curtailed production or
delays in production, which may prevent us from making scheduled shipments to customers. Our inability to
make scheduled shipments could cause us to experience a reduction in sales, increase in inventory levels and
costs, and could adversely affect relationships with existing and prospective customers. Component shortages
may also increase our cost of goods sold because we may be required to pay higher prices for components in
short supply and redesign or reconfigure products to accommodate substitute components. As a result,
component 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 ramp 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.
Our design services offerings require significant investments in research and development, technology
licensing, test and tooling equipment, patent applications, facility expansion and recruitment. We may not be
able to achieve a high enough level of sales for this business 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 to grow 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 geographic 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:
• fluctuations in the value of local currencies;
• labor unrest, difficulties in staffing and geographic labor shortages;
• longer payment cycles;
• cultural differences;
• increases in duties and taxation levied on our products;
• increased scrutiny by the media and other third parties of labor practices within our industry (including
but not limited to working conditions) which may result in allegations of violations, more stringent and
burdensome labor laws and regulations and inconsistency in the enforcement and interpretation of such
laws and regulations, higher labor costs, and/or loss of revenues if our customers become dissatisfied
with our labor practices and diminish or terminate their relationship with us;
• imposition of restrictions on currency conversion or the transfer of funds;
• limitations on imports or exports of components or assembled products, or other travel restrictions;
• expropriation of private enterprises;
• ineffective legal protection of our intellectual property rights in certain countries;
• natural disasters;
• exposure to infectious disease and epidemics;
• political unrest; and
• a potential reversal of current favorable policies encouraging foreign investment or foreign trade by our
host countries.
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.
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.
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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 or to resolve the issue through litigation. We may not be
successful in developing such alternatives or obtaining such licenses on reasonable terms or 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 outcome.
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.
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 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
Flex. 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.
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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
2016 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 Dodd-Frank Act. Additionally, customers rely on us to provide critical data regarding the products they
purchase and 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 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 the risk of increased income taxes.
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.
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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.
Defects in the products we manufacture or design, whether caused by a design, engineering, manufacturing
or component failure or deficiencies in our manufacturing processes, could result in product or component
failures, which may damage our business reputation and expose us to product liability or product warranty claims.
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 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
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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.
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.
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 year 2014, 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 year 2014 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 operating results. If our hedging activities are not successful or if we
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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.
We depend on our executive officers and skilled management personnel.
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 and divestures, 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.
To integrate acquired businesses, we must implement our management information systems, operating
systems and internal controls, and assimilate and manage the personnel of the acquired operations. The
difficulties of this integration may be further complicated by geographic distances. The integration of acquired
businesses may not be successful and could result in disruption to other parts of our business. In addition, the
integration of acquired businesses may require that we incur significant restructuring charges.
In addition, acquisitions involve numerous risks and challenges, including:
• diversion of management’s attention from the normal operation of our business;
• potential loss of key employees and customers of the acquired companies;
• difficulties managing and integrating operations in geographically dispersed locations;
• the potential for deficiencies in internal controls at acquired companies;
• increases in our expenses and working capital requirements, which reduce our return on invested capital;
• lack of experience operating in the geographic market or industry sector of the acquired business;
• initial dependence on unfamiliar supply chain or relatively small supply chain partners; and
• exposure to unanticipated liabilities of acquired companies.
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In addition, divestitures involve significant risks, including without limitation, difficulty finding financially
sufficient buyers or selling on acceptable terms in a timely manner, and the agreed-upon terms could be
renegotiated due to changes in business or market conditions. Divestitures could adversely affect our
profitability and, under certain circumstances, require us to record impairment charges or a loss as a result of the
transaction. In addition, completing divestitures requires expenses and management attention and could leave us
with certain continuing liabilities.
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 or divestiture, and
could adversely affect our business and operating results.
Our strategic relationships with major customers create risks.
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 divesting 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.
Our business could be impacted as a result of actions by activist shareholders or others.
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 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 in
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.
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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.
Our operating results may fluctuate significantly due to seasonal demand.
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.
Our debt level may create limitations.
As of March 31, 2016, our total debt was approximately $2.8 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, our 5.000% Notes, and our 4.750% Notes,
are currently rated BBB- by Standard and Poor’s (“S&P”) which is considered to be “investment grade” by S&P,
while rated Ba1 by Moody’s which is considered below “investment grade” by Moody’s. 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.
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.
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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.
Our business could be adversely affected by any delays, or increased costs, resulting from issues that our
common carriers are dealing with in transporting our materials, our products, or both.
We rely on a variety of common carriers to transport our materials from our suppliers to us, and to
transport our products from us to our customers. Problems suffered by any of these common carriers, whether
due to a natural disaster, labor problem, increased energy prices, criminal activity or some other issue, could
result in shipping delays, increased costs, or other supply chain disruptions, and could therefore have a material
adverse effect on our operations.
We are subject to risks associated with investments.
We invest in private funds and companies for strategic reasons and may not realize a return on our
investments. We make investments in private funds and companies to further our strategic objectives, support key
business initiatives and develop business relationships with related portfolio companies. Many of the instruments in
which we invest are non-marketable at the time of our initial investment. If any of the funds or companies in which
we invest fail, we could lose all or part of our investment. If we need to determine that an other-than-temporary
decline in the fair value exists for an investment, we would need to write down the investment to its fair value and
recognize a loss.
The market price of our ordinary shares is volatile.
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 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.
Our goodwill and identifiable intangible assets could become impaired, which could reduce the value of our
assets and reduce our 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.
We also ascribe value to certain identifiable intangible assets, which consist primarily of customer relationships,
developed technology and trade names, among others, as a result of acquisitions. We may incur impairment
charges on goodwill or identifiable intangible assets if we determine that the fair values of goodwill or
identifiable intangible assets are less than their current carrying values. We evaluate, 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.
26
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 our businesses and we could be required to record impairment charges on
our goodwill or other identifiable intangible assets in the future, which could impact our consolidated balance
sheet, as well as our consolidated statement of operations. If we are required to recognize an impairment charge
in the future, the charge would not impact our consolidated cash flows, liquidity, capital resources, and covenants
under our existing credit facilities, asset securitization program, and other outstanding borrowings.
ITEM 1B. UNRESOLVED STAFF COMMENTS
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 26.0 million square feet of productive
capacity as of March 31, 2016. We own facilities with approximately 8.2 million square feet in Asia, 4.7 million
square feet in the Americas and 2.7 million square feet in Europe. We lease facilities with approximately
5.5 million square feet in Asia, 3.5 million square feet in the Americas and 1.4 million square feet in Europe.
Our facilities include large industrial parks, ranging in size from 0.3 million to 4.5 million square feet in
Brazil, China, Hungary, India, 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, Czech Republic, Denmark, Hong Kong, Hungary, India, Indonesia,
Ireland, Italy, Japan, Malaysia, Mexico, Poland, Romania, 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
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ITEM 3. LEGAL PROCEEDINGS
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.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
PRICE RANGE OF ORDINARY SHARES
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 2015 as reported on the NASDAQ Global Select Market.
Fiscal Year Ended March 31, 2016
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12.06
11.79
11.56
12.84
$ 9.10
10.27
9.90
11.53
High
Low
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Fiscal Year Ended March 31, 2015
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12.68
11.35
11.52
11.35
$10.47
8.75
10.30
8.93
High
Low
As of May 11, 2016 there were 3,274 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 $12.04 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 2017.
STOCK PRICE PERFORMANCE GRAPH
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, 2011 and reflects the annual return through
March 31, 2016, 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.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Flex, the S&P 500 Index, and Peer Group
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100
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2011
2012
2013
2014
2015
2016
Period Ending
Flextronics International Ltd
S&P 500 Index
Peer Group
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3/11
3/12
3/13
3/14
3/15
3/16
Flextronics International Ltd . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peer Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96.65
100.00
90.50 123.69 169.75 161.45
100.00 108.54 123.69 150.73 169.92 172.95
90.13 105.44 130.08 117.99
100.00 108.61
Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2016
Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved.
Issuer Purchases of Equity Securities
The following table provides information regarding purchases of our ordinary shares made by us for the
period from January 1, 2016 through March 31, 2016.
Period(2)
Total Number
of Shares
Purchased(1)
Average Price
Paid per Share
Total Number of Shares Approximate Dollar Value
of Shares that May Yet
Be Purchased Under the
Plans or Programs
Purchased as Part of
Publicly Announced
Plans or Programs
January 1 - January 29, 2016 . . . .
January 30 - February 26, 2016 . .
February 27 - March 31, 2016 . . .
$
2,971,650
3,051,212
2,251,188
9.75
10.29
11.55
Total . . . . . . . . . . . . . . . . . . . . . . . .
8,274,050
$
2,971,650
3,051,212
2,251,188
8,274,050
299,470,835
268,074,241
242,079,433
(1) During the period from January 1, 2016 through March 31, 2016 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 20, 2015, our Board of Directors authorized the repurchase of our outstanding ordinary shares
for up to $500 million. This is in accordance with the share purchase mandate whereby our shareholders
approved a repurchase limit of 20% of our issued ordinary shares outstanding at the Extraordinary General
Meeting held on the same date as the Board authorization. As of March 31, 2016, shares in the aggregate
amount of $242.1 million were available to be repurchased under the current plan.
RECENT SALES OF UNREGISTERED SECURITIES
None.
INCOME TAXATION UNDER SINGAPORE LAW
Dividends. Singapore does not impose a withholding tax on dividends. All dividends are tax exempt to
shareholders.
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 issue of new
shares. When existing shares are acquired in Singapore, a stamp duty of 0.2% is payable on the instrument of
transfer of the shares at market value. The stamp duty is borne by the purchaser unless there 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.
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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.
ITEM 6. SELECTED FINANCIAL DATA
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 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,
2016 2015 2014 2013 2012(2)
(In thousands, except per share amounts)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net sales . . . . . . . . . . . . . . . . . . . . . . . $24,418,885
$29,343,029
Cost of sales . . . . . . . . . . . . . . . . . . . . 22,810,824 24,602,576 24,609,738 22,187,393 27,825,079
Restructuring charges . . . . . . . . . . . . . — — 58,648 215,834 —
$26,147,916 $26,108,607
$23,569,475
Gross profit . . . . . . . . . . . . . . . . . . . 1,608,061 1,545,340 1,440,221 1,166,248 1,517,950
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . 954,890 844,473 874,796 805,235 877,564
Intangible amortization . . . . . . . . . . . . 65,965 32,035 28,892 29,529 49,572
Restructuring charges . . . . . . . . . . . . . — — 16,663 11,600 —
Other charges (income), net(1) . . . . . . 47,738 (53,233) 57,512 (65,190) (19,935)
Interest and other, net . . . . . . . . . . . . . 84,793 51,410 61,904 56,259 36,019
Income before income taxes . . . . . . 454,675 670,655 400,454 328,815 574,730
Provision for income taxes . . . . . . . . . 10,594 69,854 34,860 26,313 53,960
Income from continuing
operations . . . . . . . . . . . . . . . . . . 444,081 600,801 365,594 302,502 520,770
Loss from discontinued operations,
net of tax . . . . . . . . . . . . . . . . . . . . . — — — (25,451) (32,005)
Net Income . . . . . . . . . . . . . . . . . . . $ 444,081
$ 600,801 $ 365,594
$ 277,051
$ 488,765
Diluted earnings (loss) per share:
Continuing operations . . . . . . . . . . . $ 0.79
$ 1.02 $ 0.59
$ 0.45
$ 0.72
Discontinued operations . . . . . . . . . $ — $ — $ — $ (0.04) $ (0.04)
Total . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.79
$ 1.02 $ 0.59
$ 0.41
$ 0.67
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As of March 31,
2016 2015 2014 2013 2012
(In thousands)
CONSOLIDATED BALANCE
SHEET DATA:
$ 2,250,484
Working capital(3) . . . . . . . . . . . . . . . $ 1,742,921
Total assets . . . . . . . . . . . . . . . . . . . . . 12,384,981 11,652,891 12,485,035 10,579,107 11,023,194
Total long-term debt, excluding
$ 1,985,809 $ 1,744,967
$ 1,599,671
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Shareholders’ equity(4) . . . . . . . . . . . . 2,605,530 2,396,250 2,201,679 2,246,758 2,283,979
(1) For fiscal years 2016, 2015 and 2014, refer to note 15 to the consolidated financial statements for further
discussion.
Other income, net in the fiscal year 2013 includes the fair value change in warrants to purchase common
shares of a certain supplier of $74.4 million and loss on sale of two investments.
Other income, net in the fiscal year 2012, relates to the $20.0 million gain on sale of certain international
entities.
(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 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 noncontrolling
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, 2016, 2015 and
2014, the noncontrolling interest has been included on the consolidated balance sheet as a component of
total shareholders’ equity.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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.
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OVERVIEW
We are a globally-recognized, leading provider of innovative design, engineering, manufacturing, and
supply chain services and solutions that span from sketch to scaletm; from conceptual sketch to full-scale
production. We design, build, ship and service complete packaged consumer electronics and industrial products
for original equipment manufacturers (“OEMs”), through our activities in the following segments: High
Reliability Solutions (“HRS”), which is comprised of our medical business including consumer health, digital
health, disposables, drug delivery, diagnostics, life sciences and imaging equipment; our automotive business,
including vehicle electronics, connectivity, and clean technologies; and our defense and aerospace businesses,
focused on commercial aviation, defense and military; Consumer Technologies Group (“CTG”), which includes
our mobile devices business, including smart phones; our consumer electronics business, including connected
living, wearable electronics including digital sport, game consoles, and connectivity devices; and our high-
volume computing business, including various supply chain solutions for notebook personal computer (“PC”),
tablets, and printers; in addition, our CTG group is expanding its business relationships to include supply chain
optimization for non-electronics products such as shoes and clothing; Industrial and Emerging Industries (“IEI”),
which is comprised of semiconductor and capital equipment, office solutions, household industrial and lifestyle,
industrial automation and kiosks, energy and metering, and lighting; and Communications & Enterprise
Compute (“CEC”), formerly referred to as 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 networks; 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.
On July 23, 2015, we introduced our new brand and website to help us more efficiently manage our
business opportunities and explain our new product and service offerings. We shortened our brand name from
Flextronics to “Flex” to signify that our business continues to evolve past the boundaries and confines of
electronics alone. Our new tag line, “Live Smarter” highlights our belief that all devices are becoming intelligent
and that value will ultimately be created in the “intelligence of things” and the convergence of technologies and
digitization of products across multiple industries and market segments.
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 segment operating margin improvement while our sales
decreased compared to the prior year. We continue to invest in innovation and we have expanded our design and
engineering relationships through our product innovation centers.
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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 $24.4 billion
in fiscal year 2016. 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 network of over 100 facilities in approximately
30 countries across four continents. As of March 31, 2016, our total manufacturing capacity was approximately
26.0 million square feet. In fiscal year 2016, our net sales in Asia, the Americas and Europe represented
approximately 48%, 34% and 18%, 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: 2016 2015 2014
(In thousands)
$ 8,471,036 35% $ 9,550,837 37% $10,521,169 40%
China . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . 3,645,432 15% 3,512,767 13% 3,565,803 14%
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,767,641 11% 2,876,359 11% 2,829,807 11%
8%
Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . 2,241,645
6%
Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,839,395
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,453,736 22% 5,433,083 21% 5,350,182 21%
9% 2,300,579
8% 2,474,291
9% 2,142,437
9% 1,699,209
Fiscal Year Ended March 31,
Property and equipment, net: 2016 2015
$24,418,885
$26,147,916 $26,108,607
(In thousands)
China . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 789,571
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . 429,989
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330,778
Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . 159,787
Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,949
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 425,559
35% $ 776,914 37%
19% 364,435 17%
15% 314,613 15%
8%
5%
19% 366,930 18%
7% 165,779
5% 103,496
$2,257,633 $2,092,167
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:
• changes in the macro-economic environment and related changes in consumer demand;
• the mix of the manufacturing services we are providing, the number and size of new manufacturing
programs, the degree to which we utilize our manufacturing capacity, seasonal demand, shortages of
components and other factors;
• the effects on our business when our customers are not successful in marketing their products, or when
their products do not gain widespread commercial acceptance;
• our ability to achieve commercially viable production yields and to manufacture components in
commercial quantities to the performance specifications demanded by our OEM customers;
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• the effects on our business due to our customers’ products having short product life cycles;
• our customers’ ability to cancel or delay orders or change production quantities;
• our customers’ decisions to choose internal manufacturing instead of outsourcing for their product
requirements;
• our exposure to financially troubled customers;
• integration of acquired businesses and facilities;
• increased labor costs due to adverse labor conditions in the markets we operate; and
• changes in tax legislation.
We also are subject to other risks as outlined in Item 1A, “Risk Factors.”
Net sales for fiscal year 2016 declined from the prior year, decreasing by 6.6% or $1.7 billion to
$24.4 billion. The decrease was primarily due to a $1.9 billion decrease in our CTG segment as well as a
$0.3 billion decrease in our CEC segment, partially offset by increases in our HRS segment by $0.3 billion and
our IEI segment by $0.2 billion. Our fiscal year 2016 gross profit totaled $1.6 billion, representing an increase
of $62.7 million, or 4.1%, which reflects a richer mix of business driven primarily from our HRS and IEI
segments and improved operational execution while ramping new customers and programs during fiscal year
2016. Our net income totaled $444.1 million, representing a decrease of $156.7 million, or 26.1%, compared to
fiscal year 2015. The decrease in net income during fiscal year 2016 is primarily due to an increase in
stock-based compensation expense, incremental costs associated with our acquisitions of MCi and NEXTracker,
and a bad debt expense charge related to the SunEdison bankruptcy announcement.
Cash provided by operations increased approximately $0.3 billion to $1.1 billion for the fiscal year 2016
compared with $0.8 billion for the fiscal year 2015 primarily due to favorable changes in operating assets and
liabilities. Cash used in investing activities increased approximately $1.2 billion to $1.4 billion for fiscal year
2016 compared with $0.2 billion for fiscal year 2015 primarily from $916.5 million paid for the acquisition of
eleven businesses completed during fiscal year 2016. 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 decreased by 0.1% to 7.7%. Our free cash
flow, which we define as cash from operating activities less net purchases of property and equipment, was
$639.5 million for fiscal year 2016 compared to $554.3 million for fiscal year 2015. The increase in free cash
flow is primarily due to higher cash flows from operations offset by higher net expenditures during fiscal year
2016 as we thoughtfully invested in capabilities and capacity in advance of revenue to reinforce our growing
automotive, medical, and energy businesses, as well as support our innovation and sketch-to-scale offering. 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 provided by financing activities
amounted to $249.6 million during fiscal year 2016 which was primarily the result of net proceeds from bank
borrowings and long-term debt of $694.5 million mainly resulting from our new debt issuance discussed further
in note 7 to the consolidated financial statements, offset by the repurchases of approximately 37.9 million
ordinary shares at an aggregate purchase value of $420.3 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America (“U.S. GAAP” or “GAAP”) requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from those estimates and assumptions.
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.
Customer Credit Risk
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. On April 21, 2016, one of our customers, SunEdison, Inc. (together with
certain of its subsidiaries, “SunEdison”), filed a petition for reorganization under bankruptcy law. For the fiscal
year ended March 31, 2016, we recognized approximately $61.0 million in charges for provisions of accounts
receivable associated with our outstanding SunEdison receivables. The estimates underlying our recorded
provisions, as well as consideration of other potential customer bankruptcy-related contingencies associated with
the SunEdison bankruptcy proceedings, are based on the facts currently known to us. If these facts change, the
provisions are subject to change or we could recognize additional charges, either of which could be material.
Restructuring Charges
We recognize restructuring charges related to our plans to close or consolidate excess manufacturing and
administrative facilities and to realign our corporate cost structure. In connection with these activities, we
recognize restructuring charges for employee termination costs, long-lived asset impairment and other
exit-related costs.
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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Carrying Value of Long-Lived Assets
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 determined 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. The Company performed its goodwill impairment
assessment on January 1, 2016 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
We may be exposed to certain liabilities relating to our business operations, acquisitions of businesses and
assets and other activities. We make provisions for such liabilities when it is probable that the settlement of the
liability will result in an outflow of economic resources or the impairment of an asset. We make these
assessments based on facts and circumstances that may change in the future resulting in additional expenses.
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 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.
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Translation of Foreign Currencies
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 March 31,
2016 2015 2014
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0%
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.4 94.1 94.3
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.2
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6 5.9 5.5
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . 3.9 3.2 3.4
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 0.1 0.1
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.1
Other charges (income), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 (0.2) 0.2
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 0.2 0.2
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9 2.6 1.5
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.3 0.1
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9% 2.3% 1.4%
Net sales
Net sales during fiscal year 2016 totaled $24.4 billion, representing a decrease of $1.7 billion, or 6.6%,
from $26.1 billion during fiscal year 2015. During fiscal year 2016, net sales decreased $1.2 billion in Asia,
$0.6 billion in the Americas, and $14.7 million in Europe.
Net sales during fiscal year 2015 totaled $26.1 billion, representing an increase of $39.3 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.
The following table sets forth net sales by segments and their relative percentages. Historical information
has been recast to reflect realignment of customers and/or products between segments:
Fiscal Year Ended March 31,
Segments: 2016 2015 2014
(In thousands)
Communications & Enterprise Compute . .
$ 8,841,642 36% $ 9,191,211 35% $ 9,688,023 37%
Consumer Technologies Group . . . . . . . 6,997,526 29% 8,940,043 34% 9,357,635 36%
Industrial & Emerging Industries . . . . . 4,680,718 19% 4,459,351 17% 3,787,838 15%
High Reliability Solutions . . . . . . . . . . . 3,898,999 16% 3,557,311 14% 3,275,111 13%
$24,418,885
$26,147,916 $26,108,607
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Net sales during fiscal year 2016 decreased $1.9 billion or 21.7% in the CTG segment and $349.6 million
or 3.8% in the CEC segment. The drop in CTG was due to a decline in demand from our largest customer in our
mobile business offset by expansion across wearables, connected home and gaming markets. The decrease in
CEC is primarily attributable to lower sales within our server and storage business. These decreases were
partially offset by a $341.7 million or 9.6% increase in sales from our HRS segment, and by a $221.4 million or
5.0% increase in sales from our IEI segment. These increases in HRS and IEI were attributable to an increase
across multiple product categories and customers, most notably in our household, energy, automotive, and
medical businesses primarily as a result of our strategic acquisitions in both segments referred to below.
Net sales during fiscal year 2015 increased $0.7 billion or 17.7% in the IEI segment and $0.3 billion or
8.6% in the HRS segment. The increase in revenue from our IEI segment 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 segment 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 segments was partially offset by a $0.5 billion or 5.1% decrease in sales from
our CEC segment, and by a $0.4 billion or 4.5% decrease in sales from our CTG segment. The decrease in
revenue in our CEC segment 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
segment is primarily due to softness in our personal computing business.
Our ten largest customers during fiscal years 2016, 2015 and 2014 accounted for approximately 46%, 50%
and 52% of net sales, respectively. During fiscal years 2016, 2015 and 2014, only Lenovo/Motorola (including
net sales from its former 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 segment, accounted for
greater than 10% of net sales. Going forward, we do not expect Motorola Mobility to account for greater than
10% of our net sales.
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 2016 increased $62.7 million to $1.6 billion from $1.5 billion during fiscal
year 2015 reflecting a richer mix of business and improved operational execution while ramping new customers
and programs during fiscal year 2016. Gross margin increased to 6.6% of net sales in fiscal year 2016 as
compared with 5.9% of net sales in fiscal year 2015. Gross margins improved 70 basis points in fiscal year 2016
compared to that of fiscal year 2015 due to proportionate increased share of our total revenue attributable to our
HRS and IEI segments coupled with their increased profitability primarily driven by our acquisitions of Mirror
Controls International (“MCi”) and NEXTracker Inc. (“NEXTracker”).
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 segments as a percentage of our total
revenues overall, which yield higher margins than our CTG and CEC segments, and better than expected
execution on certain products, some of which were reaching end of life.
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Segment income
An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment
income. Segment income is defined as net sales less cost of sales, and segment selling, general and
administrative expenses, and does not include amortization of intangibles, stock based compensation,
restructuring charges, certain bad debt charges, other charges (income), net and interest and other, net. A portion
of amortization and depreciation is allocated to the respective segment together with other general corporate
research and development and administrative expenses.
The following table sets forth segment income and margins. Historical information has been recast to
reflect realignment of customers and/or products between segments:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Segment income & margin:
CEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$265,076 3.0% $257,323 2.8% $259,329 2.7%
CTG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,677 2.3% 218,251 2.4% 125,171 1.3%
IEI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157,588 3.4% 131,956 3.0% 127,085 3.4%
HRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294,635 7.6% 227,595 6.4% 221,402 6.8%
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . (89,219)
(68,475)
(83,988)
Total segment income . . . . . . . . . . . . . . . . . . 791,757 3.2% 751,137 2.9% 664,512 2.5%
Reconciling items:
Intangible amortization . . . . . . . . . . . . . . . . . . . 65,965
Stock-based compensation . . . . . . . . . . . . . . . . . 77,580
Restructuring charges(2) . . . . . . . . . . . . . . . . . . —
Bad debt charge(1) . . . . . . . . . . . . . . . . . . . . . . . 61,006
Other charges (income), net . . . . . . . . . . . . . . . . 47,738
Interest and other, net . . . . . . . . . . . . . . . . . . . . . 84,793
32,035
50,270
—
—
(53,233)
51,410
28,892
40,439
75,311
—
57,512
61,904
Income before income taxes . . . . . . . . . . . . . . .
$454,675
$670,655 $400,454
(1) On April 21, 2016, one of our customers, SunEdison, filed a petition for reorganization under bankruptcy
law. During the fiscal year ended March 31, 2016, we recognized a bad debt reserve charge of $61.0 million
associated with our outstanding SunEdison receivables. This charge is included in selling, general and
administrative expenses in the consolidated statement of operations but is excluded from the measurement
of the Company’s operating segment’s performance. Refer to note 2 to the consolidated financial statements
for additional information regarding this charge.
(2) 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. Refer to note 14 to the
consolidated financial statements for additional information regarding these charges.
CEC segment margin increased 20 basis points, for fiscal year 2016, from 2.8% during fiscal year 2015.
The improvements are driven by favorable product mix changes from new program offerings, higher utilization
levels and strong operational execution across multiple customers and facilities, offset by incremental
engineering spend as we continue to invest in expanding our capabilities. CEC segment margin increased
10 basis points, for fiscal year 2015, from 2.7% during fiscal year 2014, also as a result of favorable product mix
changes during fiscal 2015.
CTG segment margin slightly decreased 10 basis points for fiscal year 2016, from 2.4% during fiscal year
2015, due primarily to the soft macro economy, notably in Brazil, which impacted consumer business, partially
offset by a portfolio shift within the CTG product mix focusing on higher margin consumer electronic products.
CTG segment margin increased 110 basis points for fiscal year 2015, from 1.3% during fiscal year 2014,
primarily attributable to a portfolio shift within the CTG product mix coupled with better execution on certain
products some of which were going end of life.
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IEI segment margin increased 40 basis points to 3.4% for fiscal year 2016, from 3.0% during fiscal year
2015. This is primarily due to strong operational execution and higher utilization levels coupled with
contribution from our NEXTracker acquisition that contributed higher margins for the second half of fiscal year
2016. Fiscal year 2015 also included underperformance of certain programs, delayed and inefficient ramps for
new programs. IEI segment margin decreased 40 basis points to 3.0% for fiscal year 2015, from 3.4% during
fiscal year 2014 due to operational challenges and underperformance of certain programs during fiscal year
2015 as mentioned above.
HRS segment margin increased 120 basis points to 7.6% for fiscal year 2016, from 6.4% during fiscal year
2015. The improvements are primarily due to additional flow through from the increase in revenue from new
programs and contribution from our MCi acquisition starting in our second quarter of fiscal year 2016 in
addition to greater value-added business engagements due to greater design and engineering solutions as part of
our sketch to scaletm offering. HRS segment margin decreased 40 basis points to 6.4% for fiscal year 2015, from
6.8% for fiscal year 2014 primarily as a result of comparatively higher ramp costs for new programs during
fiscal 2015.
Restructuring charges
In response to a challenging macroeconomic environment, we initiated certain restructuring activities in
fiscal year 2014 to improve our operational efficiencies by reducing excess workforce and capacity. There were
no material restructuring activities during fiscal years 2016 and 2015. The fiscal year 2014 restructuring
activities were intended to realign our corporate cost structure, and rationalize our global manufacturing capacity
and infrastructure which will further shift manufacturing capacity to locations with higher efficiencies.
During fiscal year 2014, we recognized $75.3 million of pre-tax restructuring charges comprised of
$73.4 million of cash charges predominantly related to employee severance costs and $1.9 million of non-cash
charges related to asset impairment. The restructuring charges by geographic region amounted to $34.5 million
in Asia, $24.9 million in the Americas and $15.9 million in Europe. We classified $58.6 million of the charges
incurred in fiscal year 2014 as a component of cost of sales and $16.7 million as a component of selling, general
and administrative expenses.
As of March 31, 2014 all plans had been completed. As of March 31, 2016, accrued costs relating to
restructuring charges were $13.2 million of which $2.5 million was classified as a current obligation. 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
Selling, general and administrative expenses (“SG&A”) totaled $954.9 million or 3.9% of net sales, during
fiscal year 2016, compared to $844.5 million, or 3.2% of net sales, during fiscal year 2015, increasing by
$110.4 million or 13.1%. The increase in SG&A in dollars and as a percentage of net sales is primarily the result
of an increase in costs associated with research, development and design activities, as we continued to deploy
resources to meet the needs of our customers and explore new product innovations, increases in stock-based
compensation expense, incremental costs associated with our acquisitions of MCi and NEXTracker both of
which drive a higher proportional SG&A level, and a bad debt reserve charge associated with our outstanding
SunEdison receivables of $61.0 million as a result of SunEdison’s bankruptcy filing.
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 fiscal year 2015 and rationalization efforts carried out in fiscal year 2014, partially offset by an approximate
$8.9 million increase in non-cash stock-based compensation.
We recognized research and development costs primarily related to our design and innovations businesses
of $75.5 million, $35.2 million, and $30.0 million for the fiscal years ended March 31, 2016, 2015 and 2014,
respectively.
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Intangible amortization
Amortization of intangible assets in fiscal year 2016 increased by $33.9 million to $66.0 million from
$32.0 million in fiscal year 2015, primarily as a result of incremental amortization expense on intangibles assets
relating to our acquisitions completed during the fiscal year 2016.
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 customer-related intangibles in connection with our
acquisitions and the purchase of certain technology rights during the fiscal year 2015.
Other charges (income), net
During fiscal year 2016, we recognized other charges of $47.7 million primarily due to a $26.8 million loss
on the disposition of a non-strategic Western European manufacturing facility which included a non cash foreign
currency translation loss of $25.3 million, and $21.8 million from the impairment of a non-core investment.
These were offset by a non-cash foreign currency translation gain of $4.2 million, as further discussed in note 15
to the consolidated financial statements.
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, offset by a gain of $4.6 million recognized in
connection with the sales of certain investments.
Interest and other, net
Interest and other, net was $84.8 million during fiscal year 2016 compared to $51.4 million during fiscal
year 2015. The increase in interest and other, net of $33.4 million was primarily due to a $23.5 million increase
of interest expense from the 4.750% Notes issued during the current year as further discussed in note 7 to the
consolidated financial statements, as well as $8.0 million of acquisition-related costs incurred during fiscal year
2016, primarily for our acquisition of MCi.
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 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 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 2.3%, 10.4% and 8.7% for the fiscal years 2016, 2015 and 2014, respectively. The
effective rate varies from the Singapore statutory rate of 17.0% in each year as a result of the following items:
Fiscal Year Ended March 31,
2016 2015 2014
Income taxes based on domestic statutory rates . . . . . . . . . . . . . . . 17.0% 17.0% 17.0%
Effect of tax rate differential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16.1) (12.1) (17.1)
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4 0.8 1.2
Change in liability for uncertain tax positions . . . . . . . . . . . . . . . . . (3.0) 4.4 (0.5)
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 0.4 6.7
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8 (0.1) 1.4
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3% 10.4% 8.7%
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The variation in our effective tax rate each year is primarily a result of recognition of earnings in foreign
jurisdictions which are taxed at rates lower than the Singapore statutory rate including the effect of tax holidays
and tax incentives we received primarily for our subsidiaries in China, Malaysia and Israel of $6.6 million,
$9.8 million and $15.2 million in fiscal years 2016, 2015 and 2014, respectively. Additionally, our effective tax
rate is impacted by changes in our liabilities for uncertain tax positions of ($13.7) million, $29.7 million, and
($2.2) million and changes in our valuation allowances on deferred tax assets of $1.0 million, $2.5 million and
$26.8 million in fiscal years 2016, 2015 and 2014, respectively. 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 2016, we released valuation allowances totaling $20.3 million primarily
related to our operations in Malaysia as these amounts were deemed to be more likely than not to be realized due
to the increased profitability of the Malaysian subsidiary during the past three fiscal years following a period of
losses as well as continued forecasted profitability of that subsidiary. In addition, we had a $43.0 million credit
to tax expense related to the partial release of valuation allowance on our US operations due to the recording of
deferred tax liabilities related to intangibles acquired during fiscal year 2016. However, these valuation
allowance eliminations were offset by other current period valuation allowance movements primarily related to
current period valuation allowance additions due to increased deferred tax assets related to current period losses
in legal entities with existing full valuation allowance positions, and to a lesser extent, current period changes in
valuation allowance positions due to increased negative evidence during the period in legal entities which did not
previously have valuation allowance recorded.
See note 13, “Income Taxes,” to the consolidated financial statements included in Item 8, “Financial
Statements and Supplementary Data” for further discussion.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2016, we had cash and cash equivalents of $1.6 billion and bank and other borrowings of
$2.8 billion. We have a $1.5 billion revolving credit facility, under which we had no borrowings outstanding as
of March 31, 2016.
Our cash balances are held in numerous locations throughout the world. As of March 31, 2016, 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 considered indefinitely reinvested outside of
Singapore (approximately $916.0 million as of March 31, 2016). Repatriation could result in an additional
income tax payment; however, our intent is to permanently reinvest these funds outside of Singapore and our
current plans do not demonstrate a need to repatriate them to fund our operations in jurisdictions outside of
where they are held. Where local restrictions prevent an efficient intercompany transfer of funds, our intent is
that cash balances would remain outside of Singapore and we would meet our liquidity needs through ongoing
cash flows, external borrowings, or both.
Fiscal Year 2016
Cash provided by operating activities was $1.1 billion during fiscal year 2016. This resulted primarily from
$444.1 million of net income for the period plus $625.4 million of non-cash charges such as depreciation,
amortization, other impairment charges, provision for doubtful accounts and stock-based compensation expense
that are included in the determination of net income. Depreciation expense comprised $425.7 million of those
non-cash charges, which was relatively consistent with our normal annual run rate of approximately $425.0 million.
We generated $66.9 million in cash as a result of changes in our operating assets and liabilities, driven primarily
by a $423.6 million reduction in accounts receivable due to improved collection efforts and lower business levels,
offset by a $365.1 million reduction in accounts payable. Net working capital (“NWC”), defined as net accounts
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receivable, including deferred purchase price receivables, plus inventory less accounts payable decreased by
$37.7 million primarily due to lower business levels during the fourth quarter of fiscal year 2016 as compared to
the same quarter of fiscal year 2015, which resulted in slightly lower levels of investments in NWC.
Cash used in investing activities was $1.4 billion during fiscal year 2016. This resulted primarily from
$916.5 million for the acquisition of eleven businesses completed during fiscal year 2016, including
approximately $555.2 million, net of cash acquired, related to the acquisition of MCi, $240.8 million, net of cash
acquired, related to the acquisition of NEXTracker, and approximately $67.5 million to acquire an optical
transport facility from Alcatel-Lucent. We also paid $510.6 million in gross capital expenditures for property and
equipment to support certain programs, offset by $13.7 million of proceeds from the sale of certain buildings
and machinery and equipment. Other investing activities also includes $44.7 million paid for the purchase of
certain investments, offset by $54.3 million of proceeds from the sale of certain assets that were 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.
Cash provided by financing activities was $249.6 million during fiscal year 2016, which was primarily the
result of net proceeds from bank borrowings and long-term debt of $694.5 million mainly resulting from our
new debt issuance discussed further in note 7 to the consolidated financial statements, and $61.3 million from
the issuance of our shares for option exercises. These cash inflows were partially offset by $420.3 million of cash
paid for the repurchase of our ordinary shares, and $75.8 million of cash paid to a third party banking institution
for certain assets that were financed by the third party banking institution on behalf of a customer, which is
included in other financing activities.
Fiscal Year 2015
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. NWC 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.
Fiscal Year 2014
Cash provided by operating activities was $1.2 billion during fiscal year 2014, which resulted primarily
from $365.6 million of net income for the period plus $450.0 million of non-cash charges such as depreciation,
amortization, impairment charges and stock-based compensation expense that are included in the determination
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of net income. We generated $400.9 million in cash as a result of decreases in net operating assets. NWC
increased by $233.7 million primarily to support the increase in our customers’ forecasted business levels. The
increases in accounts receivable and inventory are primarily as a result of the increase in sales in our CTG
business, which generally carry higher volumes than our other complex segments. The cash outflows to support
NWC were offset by $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 noncontrolling 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.
Key Liquidity Metrics
Free Cash flow
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 $639.5 million, $554.3 million and
$701.5 million for fiscal years 2016, 2015 and 2014, 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:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Net cash provided by operating activities . . . . . .
$ 794,034 $1,216,460
Purchases of property and equipment . . . . . . . . . (510,634) (347,413) (609,643)
Proceeds from the disposition of property and
$1,136,445
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,676 107,689 94,640
Free cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 639,487
$ 554,310 $ 701,457
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Cash Conversion Cycle
Fiscal Year Ended March 31,
2016 2015 2014
Days in trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . 45 days 46 days 42 days
Days in inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 days 58 days 54 days
Days in accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 days 77 days 70 days
Cash conversion cycle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 days 27 days 26 days
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, 2016, days in
trade accounts receivable decreased by 1 day to 45 days compared to the fiscal year ended March 31, 2015
primarily due to some improvements in collection efforts, and to a lesser extent, due to the decline in net sales.
Non-cash accounts receivable sales or deferred purchase price receivables included for the purposes of the
calculation were $501.1 million, $600.7 million and $470.9 million for the years ended March 31, 2016, 2015
and 2014, 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, 2016, days in
inventory increased by 1 day to 59 days as compared to the fiscal year ended March 31, 2015. 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, 2016,
days in accounts payable remained consistent at 77 days compared to the fiscal year ended March 31, 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 remained consistent at 27 days for the fiscal year ended March 31, 2016 compared to that of fiscal year
2015 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 a
designated pool of trade receivables under 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 2016, 2015 and 2014 we received approximately $5.2 billion, $4.3 billion and
$4.2 billion, respectively from sales of receivables under our ABS programs, and $2.3 billion, $4.2 billion and
$3.4 billion, respectively from other sales of receivables. As of March 31, 2016 and 2015, the outstanding
balance on receivables sold for cash was $1.2 billion, 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.
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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.
Historically we have been successful in refinancing and extending the maturity dates on our term loans and
credit facilities. On June 8, 2015, we issued $600 million of 4.750% Notes (“Notes”) due June 15, 2025 in a
private offering pursuant to Rule 144A and Regulation S under the Securities Act, at 99.213% of face value, and
an effective yield of approximately 4.850%. We received net proceeds of approximately $595.3 million from the
issuance which was used for general corporate purposes. During January 2016, we exchanged these notes for
new notes with substantially similar terms and completed the registration of these notes with the Securities and
Exchange Commission. Further on March 31, 2014, the maturity date of our former $2.0 billion credit facility
(“Credit Facility”) which was due to expire in October 2016, was extended to March 2019. We also extended the
balance of our term loan associated to the Credit Facility as further described in our Contractual Obligations and
Commitments section.
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 20,
2015. During fiscal year 2016, we paid $420.3 million to repurchase shares (under the current and prior
repurchase plans) at an average price of $11.09 per share. As of March 31, 2016, shares in the aggregate amount
of $242.1 million were available to be repurchased under the current plan.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
On September 30, 2015, we amended our former $2.0 billion credit facility (“Credit Facility”) to increase the
$500.0 million term loan maturing in March 2019 by $100.0 million. Quarterly repayments of principal under this
term loan were amended to $7.5 million through March 31, 2016, and will be increased to $11.3 million thereafter
with the remainder due upon maturity. As of March 31, 2016, the amended Credit Facility consists of a $1.5 billion
revolving credit facility, for which there were no borrowings outstanding, and a $600.0 million term loan, which is
due to expire in March 2019.
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, 2016, 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, on June 8, 2015, we issued $600 million of 4.750% Notes (the “4.750% Notes”) due June 15,
2025 in a private offering pursuant to Rule 144A and Regulation S under the Securities Act, at 99.213%, of face
value, and an effective yield of approximately 4.850%. We received net proceeds of approximately $595.3 million
from the issuance which has been used for general corporate purposes. During January 2016, we exchanged
these 4.750% Notes for new notes with substantially similar terms and completed the registration of these
4.750% Notes with the Securities and Exchange Commission. These 4.750% Notes are governed by the same
terms and covenants as for the $1.0 billion notes, consisting of a $500 million 4.625% note and an additional
$500 million 5.000% note (the “Previously Issued Notes”), which are described below.
Further, 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
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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, 2016, 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 the Previously Issued
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 due August 30, 2018. In July 2013, we exchanged these
Previously Issued 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, 2016, we were in compliance with the
covenants under these credit facilities. Interest on the these Previously Issued Notes is payable semi-annually,
which commenced on August 15, 2013.
On October 1, 2015, we borrowed €50 million (approximately $56.6 million as of March 31, 2016), under
a 5-year, unsecured, term-loan agreement due September 30, 2020. Borrowings under this term loan bear interest
at EURIBOR plus the applicable margin ranging between 0.80% and 2.00%, based on our credit ratings. The
loan is repayable beginning December 30, 2016 in quarterly payments of €312,500 through June 30, 2020 with
the remainder due upon maturity. This term loan agreement is unsecured, and is guaranteed by the Company.
This term 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. This
term loan agreement also requires that we 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, 2016, we were in compliance with the covenants under this term loan
agreement.
As of March 31, 2016, we and certain of our subsidiaries had various uncommitted revolving credit
facilities, lines of credit and other loans in the amount of $166.0 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:
Less Than Greater Than
Total 1 Year 1 - 3 Years 4 - 5 Years 5 Years
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Contractual Obligations:
Purchase obligations . . . . . . . . . . . . . . . .
Long-term debt and capital lease
$3,213,500
$3,213,500 $ — $ — $ —
obligations
Long-term debt . . . . . . . . . . . . . . . . . .
Capital lease . . . . . . . . . . . . . . . . . . . .
Interest on long-term debt obligations . .
Operating leases, net of subleases . . . . .
Restructuring costs . . . . . . . . . . . . . . . . .
Total contractual obligations . . . . . . . .
2,791,906 65,166 1,068,617 547,440 1,110,683
25,054 6,640 10,302 8,112 —
673,622 101,460 207,519 191,982 172,661
579,201 125,021 191,203 116,974 146,003
13,240 2,460 10,780 — —
$864,508 $1,429,347
$3,514,247 $1,488,421
$7,296,523
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We have excluded $212.3 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.
OFF-BALANCE SHEET ARRANGEMENTS
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, 2016 and 2015, the fair value of our deferred
purchase price receivable was approximately $501.1 million and $600.7 million, respectively. As of March 31,
2016 and 2015, the outstanding balance on receivables sold for cash was $1.2 billion, 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.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to note 2 to the consolidated financial statements for recent accounting pronouncements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
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, 2016, the
outstanding amount in the investment portfolio was $1.1 billion, the largest components of which were USD and
RMB denominated money market accounts with an average return of 1.22%. 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, 2016. 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, 2016, 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, February 2023 and
June 2025 was 101.0% of the face value of the debt obligations based on broker trading prices.
FOREIGN CURRENCY EXCHANGE RISK
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, swap, and
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option 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 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, 2016 amounted to $4.3 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 krone, 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, 2016, 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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Flextronics International Ltd.
Singapore
We have audited the accompanying consolidated balance sheets of Flextronics International Ltd. and
subsidiaries (the “Company”) as of March 31, 2016 and 2015, 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, 2016. 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, 2016 and 2015, and the results of their
operations and their cash flows for each of the three years in the period ended March 31, 2016, 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, 2016, 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, 2016 expressed an unqualified opinion
on the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
May 20, 2016
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FLEXTRONICS INTERNATIONAL LTD.
CONSOLIDATED BALANCE SHEETS
As of March 31,
2016 2015
(In thousands, except share
amounts)
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,607,570 $ 1,628,408
Accounts receivable, net of allowance for doubtful accounts (Note 2) . . . . . . . . 2,044,757 2,337,515
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,491,656 3,488,752
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,171,143 1,286,225
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,315,126 8,740,900
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,257,633 2,092,167
Goodwill and other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,345,820 415,175
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466,402 404,649
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12,384,981
$11,652,891
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt . . . . . . . . . . . . . . . . . . . $ 65,166 $ 45,030
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,248,292 4,561,194
Accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 353,547 339,739
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,905,200 1,809,128
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,572,205 6,755,091
Long-term debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,709,389 2,025,970
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 497,857 475,580
Commitments and contingencies (Note 12)
Shareholders’ equity
Flextronics International Ltd. Shareholders’ equity
Ordinary shares, no par value; 595,062,966 and 613,562,761 issued, and
544,823,611 and 563,323,406 outstanding as of March 31, 2016 and
2015, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,987,214 7,265,827
Treasury stock, at cost; 50,239,355 shares as of March 31, 2016 and 2015,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (388,215) (388,215)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,892,212) (4,336,293)
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (135,915) (180,505)
Total Flextronics International Ltd. shareholders’ equity . . . . . . . . . . . . . . . . 2,570,872 2,360,814
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,658 35,436
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,605,530 2,396,250
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12,384,981
$11,652,891
The accompanying notes are an integral part of these consolidated financial statements.
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FLEXTRONICS INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands, except per share amounts)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$26,108,607
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,810,824 24,602,576 24,609,738
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 58,648
$26,147,916
$24,418,885
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,608,061 1,545,340 1,440,221
Selling, general and administrative expenses . . . . . . . . . . . . . 954,890 844,473 874,796
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,965 32,035 28,892
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 16,663
Other charges (income), net . . . . . . . . . . . . . . . . . . . . . . . . . . 47,738 (53,233) 57,512
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,793 51,410 61,904
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . 454,675 670,655 400,454
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,594 69,854 34,860
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 444,081
$ 600,801
$ 365,594
Earnings per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 0.80
$ 1.04
$ 0.60
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 0.79
$ 1.02
$ 0.59
Weighted-average shares used in computing per share
amounts:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 557,667 579,981 610,497
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564,869 591,556 623,479
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The accompanying notes are an integral part of these consolidated financial statements.
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FLEXTRONICS INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
$600,801
$444,081
$365,594
Foreign currency translation adjustments, net of zero tax . . . 17,846 (18,932) (34,683)
Unrealized gain (loss) on derivative instruments and other,
net of zero tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,744 (35,417) (13,992)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$488,671
$546,452
$316,919
The accompanying notes are an integral part of these consolidated financial statements.
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FLEXTRONICS INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Accumulated Other
Comprehensive Loss
Ordinary Shares
Loss on Foreign
Derivative Currency
Unrealized
Total
Total
Accumulated
Other
Flextronics
International
Ltd.
Total
Shares Accumulated Instruments Translation Comprehensive Shareholders’ Noncontrolling Shareholders’
Outstanding Amount Deficit and Other Adjustments
Loss
Equity Interests
Equity
(In thousands)
BALANCE AT
MARCH 31, 2013 . . . . . . . . . .
638,920
$7,626,927 $(5,302,688) $(18,857)
$ (58,624)
$ (77,481) $2,246,758
$ — $2,246,758
Repurchase of
Flextronics International Ltd.
ordinary shares at cost . . . . . . .
(59,546)
(468,847)
— — — — (468,847) — (468,847)
Exercise of stock options . . . . . . . .
6,572
28,140
— — — — 28,140 — 28,140
Issuance of Flextronics
International Ltd. vested
shares under share bonus
awards . . . . . . . . . . . . . . . . . . .
5,481
Issuance of subsidiary shares . . . . .
Net income . . . . . . . . . . . . . . . . . . .
Stock-based compensation,
net of tax . . . . . . . . . . . . . . . . .
Total other comprehensive loss . . .
BALANCE AT
—
—
—
—
—
—
—
40,080
—
— — — — — — —
— — — — — 38,650 38,650
365,594 — — — 365,594 (380) 365,214
— — — — 40,080 359 40,439
— (13,992) (34,683) (48,675) (48,675) — (48,675)
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MARCH 31, 2014 . . . . . . . . . .
591,427
7,226,300
(4,937,094) (32,849) (93,307) (126,156) 2,163,050 38,629 2,201,679
Repurchase of
Flextronics International Ltd.
ordinary shares at cost . . . . . . .
(38,951)
(421,687)
— — — — (421,687) — (421,687)
Exercise of stock options . . . . . . . .
3,601
23,497
— — — — 23,497 11 23,508
Issuance of Flextronics
International Ltd. vested
shares under share bonus
awards . . . . . . . . . . . . . . . . . . .
7,246
Issuance of subsidiary shares . . . . .
Net income . . . . . . . . . . . . . . . . . . .
Stock-based compensation,
net of tax . . . . . . . . . . . . . . . . .
Total other comprehensive loss . . .
BALANCE AT
—
—
—
—
—
—
—
49,502
—
— — — — — — —
— — — — — 300 300
600,801 — — — 600,801 (4,272) 596,529
— — — — 49,502 768 50,270
— (35,417) (18,932) (54,349) (54,349) — (54,349)
MARCH 31, 2015 . . . . . . . . . .
563,323
6,877,612
(4,336,293) (68,266) (112,239) (180,505) 2,360,814 35,436 2,396,250
Repurchase of
Flextronics International Ltd.
ordinary shares at cost . . . . . . .
(37,314)
(412,819)
— — — — (412,819) — (412,819)
Exercise of stock options . . . . . . . .
10,244
61,278
— — — — 61,278 486 61,764
Issuance of Flextronics
International Ltd. vested
shares under share bonus
awards . . . . . . . . . . . . . . . . . . .
8,570
Premium on acquired equity plan . .
Net income . . . . . . . . . . . . . . . . . . .
Stock-based compensation,
net of tax . . . . . . . . . . . . . . . . .
Total other comprehensive income . .
BALANCE AT
—
—
—
—
—
799
—
72,129
—
— — — — — — —
— — — — 799 — 799
444,081 — — — 444,081 (6,715) 437,366
— — — — 72,129 5,451 77,580
— 26,744 17,846 44,590 44,590 — 44,590
MARCH 31, 2016 . . . . . . . . . .
544,823
$6,598,999 $(3,892,212) $(41,522)
$ (94,393) $(135,915) $2,570,872 $34,658 $2,605,530
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by
$ 444,081
$ 600,801
$ 365,594
operating activities:
Depreciation, amortization and other impairment charges . . . 515,367 540,490 464,543
Provision for doubtful accounts (Note 2) . . . . . . . . . . . . . . . . 72,295 650 2,029
Non-cash other loss (income) . . . . . . . . . . . . . . . . . . . . . . . . . 24,521 (21,278) (20,753)
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,580 50,270 40,439
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (64,346) (59,261) (36,261)
Changes in operating assets and liabilities, net of
acquisitions:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317,946 316,773 (592,346)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,790 72,660 (758,846)
Other current and noncurrent assets . . . . . . . . . . . . . . . . . (2,704) 125,218 (165,760)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (365,051) (176,941) 1,117,449
Other current and noncurrent liabilities . . . . . . . . . . . . . . 31,966 (655,348) 800,372
Net cash provided by operating activities . . . . . . . . . . . 1,136,445 794,034 1,216,460
Cash flows from investing activities:
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . (510,634) (347,413) (609,643)
Proceeds from the disposition of property and equipment . . . 13,676 107,689 94,640
Acquisition and divestiture of businesses, net of cash
acquired and cash held in divested business . . . . . . . . . . . . (910,787) (66,854) (233,432)
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . 11,369 64,362 (35,497)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . (1,396,376) (242,216) (783,932)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt . . . . . . . 884,702 319,542 1,066,653
Repayments of bank borrowings and long-term debt . . . . . . . (190,221) (344,156) (537,580)
Payments for early retirement of long-term debt . . . . . . . . . . — — (544,840)
Payments for repurchases of ordinary shares . . . . . . . . . . . . . (420,317) (415,945) (475,314)
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . 61,278 23,508 28,140
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . (85,800) (98,966) 52,149
Net cash provided by (used in) financing activities . . . . . . 249,642 (516,017) (410,792)
Effect of exchange rates on cash . . . . . . . . . . . . . . . . . . . . . . . . . (10,549) (1,121) (15,095)
Net change in cash and cash equivalents . . . . . . . . . . . . . . . . (20,838) 34,680 6,641
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . 1,628,408 1,593,728 1,587,087
Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . .
$ 1,607,570
$1,628,408
$1,593,728
The accompanying notes are an integral part of these consolidated financial statements.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION OF THE COMPANY
Flextronics International Ltd. (“Flex” 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, engineering,
manufacturing, and supply chain services and solutions that span from sketch to scaletm; 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
segments: High Reliability Solutions (“HRS”), which is comprised of medical business including consumer health,
digital health, disposables, drug delivery, diagnostics, life sciences and imaging equipment; automotive business,
including vehicle electronics, connectivity, and clean technologies; and defense and aerospace businesses, focused
on commercial aviation, defense and military; Consumer Technologies Group (“CTG”), which includes mobile
devices business, including smart phones; consumer electronics business, including connected living, wearable
electronics, including digital sport, game consoles, and connectivity devices; and high-volume computing business,
including various supply chain solutions for notebook personal computer (“PC”), tablets, and printers; in addition,
CTG group is expanding its business relationships to include supply chain optimization for non-electronics
products such as shoes and clothing; Industrial and Emerging Industries (“IEI”), which is comprised of
semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation
and kiosks, energy and metering, and lighting; and Communications & Enterprise Compute (“CEC”), which was
formerly referred to as Integrated Network Solutions (“INS”), 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 networks; 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 the Company’s 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
Basis of Presentation and Principles of Consolidation
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 26, 2015 and June 27, 2014, respectively, and the
second fiscal quarter ended on September 25, 2015 and September 26, 2014, respectively. Amounts included in
the consolidated financial statements are expressed in U.S. dollars unless otherwise designated.
The accompanying consolidated financial statements include the accounts of Flex and its majority-owned
subsidiaries, after elimination of intercompany accounts and transactions. The Company consolidates its majority-
owned subsidiaries and investments in entities in which the Company has a controlling interest. For the
consolidated majority-owned subsidiaries in which the Company owns less than 100%, the Company recognizes a
noncontrolling interest for the ownership of the noncontrolling owners. As of March 31, 2016, the noncontrolling
interest has been included on the consolidated balance sheets as a component of total shareholders’ equity. The
associated noncontrolling owners’ interest in the income or losses of these companies is classified as a component
of interest and other, net, in the consolidated statements of operations.
The Company has certain non-majority-owned equity investments in non-publicly traded companies that
are accounted for using the equity method of accounting. The equity method of accounting is used when the
Company has the ability to significantly influence the operating decisions of the issuer, or if the Company has
an ownership percentage of a corporation equal to or generally greater than 20% but less than 50%, and for
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
non-majority-owned investments in partnerships when generally greater than 5%. The equity in earnings
(losses) of equity method investees are immaterial for all of the periods presented, and are included in interest
and other, net in the condensed consolidated statements of operations.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America (“U.S. GAAP” or “GAAP”) requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are
used in accounting for, among other things: allowances for doubtful accounts; inventory write-downs; valuation
allowances for deferred tax assets; uncertain tax positions; valuation and useful lives of long-lived assets including
property, equipment, intangible assets and goodwill; asset impairments; fair values of financial instruments including
investments, notes receivable and derivative instruments; restructuring charges; contingencies; fair values of assets
obtained and liabilities assumed in business combinations and the fair values of stock options and share bonus awards
granted under the Company’s stock-based compensation plans. Actual results may differ from previously estimated
amounts, and such differences may be material to the consolidated financial statements. Estimates and assumptions
are reviewed periodically, and the effects of revisions are reflected in the period they occur.
Translation of Foreign Currencies
The financial position and results of operations for certain of the Company’s 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. Non-functional currency transaction gains and losses, and re-measurement adjustments were not 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 recognized research and development costs primarily
related to its design and innovations businesses of $75.5 million, $35.2 million, and $30.0 million for the fiscal
years ended March 31, 2016, 2015 and 2014, respectively.
Concentration of Credit Risk
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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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
Customer Credit Risk
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.
The following table summarizes the activity in the Company’s allowance for doubtful accounts during fiscal
years 2016, 2015 and 2014:
Balance at Charged to Balance at
Beginning Costs and Deductions/ End of
of Year Expenses Write-Offs Year
(In thousands)
Allowance for doubtful accounts:
Year ended March 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,877 $ 2,029 $ (7,377) $ 5,529
Year ended March 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,529 $ 650 $ (1,645) $ 4,534
Year ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,534 $72,295 $(12,221) $64,608
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On April 21st, 2016, one of the Company’s customers, SunEdison Inc. (together with certain of its
subsidiaries, “SunEdison”), filed a petition for reorganization under bankruptcy law. For the fiscal year ended
March 31, 2016, the Company recognized a bad debt reserve charge of $61.0 million associated with its
outstanding SunEdison receivables, and another charge of $10.5 million relating to a separate distressed customer
which was also written-off during the year.
One customer (including net sales from its current and former parent companies, through the dates of their
respective ownership), which is within the Company’s CTG segment, accounted for approximately 11%, 17%,
and 13% of the Company’s net sales in fiscal years 2016, 2015 and 2014, respectively, and approximately 11%
and 15% of the Company’s total accounts receivable balances in fiscal years 2016 and 2015, respectively. Another
customer included in the Company’s CEC segment, accounted for approximately 11% of the Company’s total
accounts receivable balance in fiscal year 2016.
The Company’s ten largest customers accounted for approximately 46%, 50% and 52%, of its net sales in
fiscal years 2016, 2015 and 2014, respectively.
Derivative Instruments
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.
Cash and Cash Equivalents
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.
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.
Cash and cash equivalents consisted of the following:
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
As of March 31,
2016 2015
(In thousands)
$ 953,549
Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Money market funds and time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,074,132 674,859
$ 533,438
$1,607,570
$1,628,408
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,
2016 2015
(In thousands)
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,330,428
Work-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561,282 557,786
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 695,862 600,538
$2,234,512
$3,491,656
$3,488,752
Property and Equipment, Net
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:
Depreciable
Life As of March 31,
(In Years) 2016 2015
(In thousands)
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture, fixtures, computer equipment and software . . . . . . . . . . . .
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 - 10 $ 3,187,590 $ 2,928,903
30 1,144,798 1,067,837
up to 30 397,340 459,926
3 - 7 477,203 440,878
— 127,927 123,633
— 178,851 140,786
Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . .
5,513,709 5,161,963
(3,256,076) (3,069,796)
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2,257,633 $ 2,092,167
Total depreciation expense associated with property and equipment amounted to approximately $425.7 million,
$496.8 million and $424.8 million in fiscal years 2016, 2015 and 2014, respectively.
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 determined by comparing its carrying amount to the lowest level of identifiable projected
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
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.
Deferred Income Taxes
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.
Accounting for Business and Asset Acquisitions
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 and Other Intangible Assets
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. 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 CEC and concluded these same four segments also
represented its reporting units. The Company assessed that there was no change to its reporting units in fiscal year
2016 and performed its goodwill impairment assessment on January 1, 2016, and did not elect to perform the
qualitative “Step Zero” assessment. Instead, the Company performed a quantitative assessment of its goodwill 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.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
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, 2016 (in thousands):
HRS
CTG
IEI
CEC Total
— $ — $ — $
Balance, as of March 31, 2014 . . . . . . . . . . . $
— $292,758
Additions(1) . . . . . . . . . . . . . . . . . . . . . . . . — — — — 36,467
Purchase accounting adjustments(2) . . . . . — — — — 8,651
Foreign currency translation adjustments . — — — — (3,393)
Balance, as of December 31, 2014(3) . . . . . 93,990 68,234 64,221 108,038 334,483
Purchase accounting adjustments(2) . . . . . (656) — — — (656)
Foreign currency translation adjustments . (196) — — — (196)
Balance, as of March 31, 2015 . . . . . . . . . . . 93,138 68,234 64,221 108,038 333,631
Additions(1) . . . . . . . . . . . . . . . . . . . . . . . . 340,610 — 258,582 3,655 602,847
Purchase accounting adjustments(2) . . . . . 125 — — — 125
Foreign currency translation adjustments . 5,463 — — — 5,463
Balance, as of March 31, 2016 . . . . . . . . . . . $439,336 $68,234 $322,803 $111,693 $942,066
(1) The goodwill generated from the Company’s business combinations completed during the fiscal years 2016 and 2015
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.
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.
(2)
(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, 2016 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, both customer-related intangible
assets and licenses and other intangible assets are amortized on a straight line basis, over a period of up to ten
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:
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
As of March 31, 2016 As of March 31, 2015
Gross
Carrying
Amount
Net Gross Net
Accumulated Carrying Carrying Accumulated Carrying
Amortization Amount Amount Amortization Amount
(In thousands)
Intangible assets:
Customer-related intangibles . . .
Licenses and other intangibles . .
Total . . . . . . . . . . . . . . . . . . . .
$223,046
285,053
$508,099
$ (66,473) $156,573 $133,853 $(80,506) $53,347
(37,872) 247,181 39,985 (11,788) 28,197
$(104,345) $403,754 $173,838 $(92,294) $81,544
The gross carrying amounts of intangible assets are removed when fully amortized. During fiscal year 2016,
the gross carrying amounts of fully amortized intangible assets totaled $51.7 million. During the year ended
March 31, 2016, the total value of intangible assets increased primarily in connection with the Company’s
acquisitions of Mirror Controls International (“MCi”) and NEXTracker Inc. (“NEXTracker”). The MCi
acquisition contributed an additional $75.5 million in customer-related intangible assets, and $161.3 million in
licenses and other intangible assets, and the NEXTracker acquisition contributed an additional $47.3 million in
customer-related intangible assets and $61.4 million in licenses and other intangible assets. Total intangible asset
amortization expense recognized in operations during fiscal years 2016, 2015 and 2014 was $66.0 million,
$32.0 million and $28.9 million, respectively. As of March 31, 2016, the weighted-average remaining useful lives
of the Company’s intangible assets were approximately 6.8 years and 7.5 years for customer-related intangibles,
and licenses and other intangible assets, respectively. The estimated future annual amortization expense for
acquired intangible assets is as follows:
Fiscal Year Ending March 31, Amount
(In thousands)
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 76,921
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,474
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,844
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,252
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,961
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118,302
Total amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$403,754
Derivative Instruments and Hedging Activities
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 Inter-bank Offering 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
Other current assets include approximately $501.1 million and $600.7 million as of March 31, 2016 and
2015, 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
Also included in other current assets is the value of certain assets purchased on behalf of a customer and
financed by a third party banking institution in the amounts of $83.6 million and $169.2 million as of March 31,
2016 and 2015, respectively, as further described in note 17. Additionally, other current assets as of March 31, 2016
includes an amount of $36.7 million relating to these assets that have been sold to third parties but not yet collected.
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 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 comparable company multiples and discounted cash flow projections.
As of March 31, 2016 and 2015, the Company’s equity investments in non-majority owned companies
totaled $122.9 million and $87.0 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
Other current liabilities include customer working capital advances of $253.7 million and $189.6 million,
customer-related accruals of $479.5 million and $454.8 million, and deferred revenue of $332.3 million and
$272.6 million as of March 31, 2016 and 2015, 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 also included the outstanding balances due to the third party
banking institution related to the financed equipment discussed above of $122.0 million and $197.7 million as of
March 31, 2016 and 2015, 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.
Recently Adopted Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance which eliminates
the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains
significant influence over a previously held investment. The Company has elected to early adopt this new
guidance during the fourth quarter of fiscal year 2016 on a prospective basis as permitted under the new
guidance, and the impact was not material.
In November 2015, the FASB issued new guidance to eliminate the requirement for companies to separate
deferred income tax assets and liabilities into current and noncurrent amounts on the balance sheet. Instead,
companies will be required to classify all deferred tax liabilities and assets as noncurrent. The Company elected
to early adopt this new guidance during the third quarter of fiscal year 2016 on a prospective basis as permitted
under the new guidance, resulting in the reclassification of $66.3 million of deferred income tax assets and
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
$9.1 million of deferred income tax liabilities from current into noncurrent as of March 31, 2016. Prior periods
were not retrospectively adjusted.
In September 2015, the FASB issued new guidance to simplify the accounting for adjustments made to
provisional amounts recognized in a business combination. Under previous guidance, the acquirer retrospectively
adjusted the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill,
and would have to revise comparative information for prior periods presented in financial statements as needed.
The update requires an entity to present separately on the face of the income statement or disclose in the notes the
portion of the amount recorded in current-period earnings by line item that would have been recorded in previous
reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The
Company has elected to early adopt this new guidance which is effective for the Company beginning the third
quarter of fiscal year 2016, and the impact was not material.
In April 2015, the 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, with amortization of the costs being reported as
interest expense. The Company has elected to early adopt during the fourth quarter of fiscal year 2016, and
retrospectively adjusted all prior balance sheets presented. As a result of the adoption, $12.7 million of debt
issuance costs associated with the Company’s bank borrowings and long-term debt as of March 31, 2015, were
reclassified from other noncurrent assets, to short-term and long-term debt in the consolidated balance sheet.
Recently Issued Accounting Pronouncements
In March 2016, the FASB issued new guidance intended to reduce the cost and complexity of the accounting
for share-based payments. The new guidance simplifies various aspects of the accounting for share-based
payments including income tax effects, withholding requirements and forfeitures. The Company will be required
to adopt the new guidance beginning with the first quarter of fiscal year 2018, with early adoption permitted. The
Company is currently assessing the impact of this update and the timing of adoption.
In February 2016, the FASB issued new guidance intended to improve financial reporting on leasing
transactions. The new lease guidance will require entities that lease assets to recognize on the balance sheet
the assets and liabilities for the rights and obligations created by those leases with lease terms of more than
12 months. The guidance will also enhance existing disclosure requirements relating to those leases. The Company
will be required to adopt the new lease guidance beginning with the first quarter of fiscal year 2020, with early
adoption permitted. Upon initial evaluation, the Company believes the new guidance will have a material impact on
its consolidated balance sheets when adopted. The Company is currently assessing the timing of adoption.
In July 2015, the FASB issued new guidance to simplify the measurement of inventory, by requiring that
inventory be measured at the lower of cost and net realizable value. Prior to the issuance of the new guidance,
inventory was measured at the lower of cost or market. This guidance is effective for the Company beginning in
the first quarter of fiscal year 2018, with early application permitted as of the beginning of an interim or annual
reporting period. The Company is currently assessing the impact of this update and the timing of adoption.
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 July 2015, the FASB deferred the effective date of the
standard by a year, and as a result, the guidance is effective for the Company beginning in the first quarter of fiscal
year 2019. The Company has assessed that the impact of the new guidance will result in a change of the Company’s
revenue recognition model from “point in time” upon physical delivery to an “over time” model and believes this
transition will have a material impact on the Company’s consolidated financial statements upon adoption.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION
Equity Compensation Plans
The Company’s primary plan used for granting equity compensation awards is the 2010 Equity Incentive
Plan (the “2010 Plan”).
During fiscal year 2016, in conjunction with the acquisition of NEXTracker, the Company assumed all of the
outstanding, unvested share bonus awards and outstanding, unvested options to purchase shares of common stock of
NEXTracker, and converted all these shares into Flex awards. As a result, the Company offers an additional equity
compensation plan as of March 31, 2016, the 2014 NEXTracker Equity Incentive Plan (the “NEXTracker Plan”).
Further, during fiscal year 2016, the Company granted equity compensation awards under a third plan, the
2013 Elementum Plan (the “Elementum Plan”), which is administered by Elementum SCM (Cayman) Limited
(“Elementum”), a majority owned subsidiary of the Company.
Share-Based Compensation Expense
The following table summarizes the Company’s share-based compensation expense for all Equity Incentive
Plans:
Fiscal Year Ended March 31,
(In thousands)
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . .
$ 8,986 $ 7,503 $ 6,540
68,594 42,767 33,899
Total share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . .
$77,580 $50,270 $40,439
2016 2015 2014
As required by the authoritative guidance for stock-based compensation, management made an estimate of
expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest. When
estimating forfeitures, the Company considers voluntary termination behavior as well as an analysis of actual
forfeitures.
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 2016, 2015 and 2014, the Company did not recognize any excess tax
benefits as a financing cash inflow.
The 2010 Equity Incentive Plan
As of March 31, 2016, the Company had approximately 27.1 million shares available for grant under the
2010 Plan. Options issued to employees under the 2010 Plan generally vest over four years and expire seven years
from the date of grant. Options granted to non-employee directors expire five years from the date of grant.
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.
As of March 31, 2016, the total unrecognized compensation cost, net of estimated forfeitures, related to
unvested share options granted to employees under the 2010 Plan was not significant and will be amortized on a
straight-line basis over a weighted-average period of approximately 2.3 years, adjusted for estimated forfeitures.
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 employment.
Vesting for certain share bonus awards is contingent upon both service and market conditions. Further,
vesting for certain share bonus awards granted to certain executive officers is contingent upon meeting certain
free cash flow targets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
As of March 31, 2016, the total unrecognized compensation cost related to unvested share bonus awards
granted to employees was approximately $97.9 million, net of estimated forfeitures, under the 2010 Plan. These
costs will be amortized generally on a straight-line basis over a weighted-average period of approximately
2.5 years, adjusted for estimated forfeitures. Approximately $13.7 million of the unrecognized compensation cost
related to the 2010 Plan, net of estimated forfeitures, is related to share bonus awards granted to certain key
employees whereby vesting is contingent on meeting a certain market condition.
Determining Fair Value—Options and share bonus awards
Valuation and Amortization Method—The Company estimates the fair value of share options 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.
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 Black-Scholes valuation method is
derived from a combination of implied volatility related to publicly traded options to purchase Flex ordinary
shares and historical variability in the Company’s periodic share price.
Expected Dividend—The Company has never paid dividends on its ordinary 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 years 2016 and 2014. The fair value of the
Company’s share options granted to employees for fiscal year 2015 was estimated using the following weighted-
average assumptions:
Fiscal Year Ended
March 31, 2015
Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3 years
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.9%
Expected dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0%
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3%
Weighted-average fair value $4.85
Options granted during fiscal year 2015 had contractual lives of seven years.
Determining Fair Value—Share bonus awards with service and market conditions
Valuation and Amortization Method—The Company estimates the fair value of share bonus 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 Flex—Volatility used in a Monte Carlo simulation is derived from the historical
volatility of Flex’s 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 2016, 2015 and 2014.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
Average peer volatility—Volatility used in a 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 the share bonus
awards granted in fiscal years 2016, 2015 and 2014.
Average Peer Correlation—Correlation coefficients were used to model the movement of Flex’s 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 2016, 2015 and 2014.
Expected Dividend and Risk-Free Interest Rate assumptions—Same methodology as discussed above.
The fair value of the Company’s share-bonus awards under the 2010 Plan, whereby vesting is contingent on
meeting certain market conditions, for fiscal years 2016, 2015 and 2014 was estimated using the following
weighted-average assumptions:
Fiscal Year Ended March 31,
2016 2015 2014
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average peer volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average peer correlation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26.0% 29.4% 35.9%
23.0% 25.9% 35.7%
0.6 0.6 0.4
0.0% 0.0% 0.0%
1.2% 0.9% 0.4%
Share-Based Awards Activity
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,
2016 2015 2014
Options
Price Options Price Options Price
Outstanding, beginning of fiscal year . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . .
15,992,894 $ 7.81 23,612,872 $ 8.57 34,405,564 $ 8.29
— 15,000 11.11 — —
6.10 (3,600,900) 6.53 (6,572,383) 4.28
12.23 (4,034,078) 13.17 (4,220,309) 12.93
—
(10,006,774)
(3,616,484)
Outstanding, end of fiscal year . . . . . . . . . .
2,369,636 $ 8.31 15,992,894 $ 7.81 23,612,872 $ 8.57
Options exercisable, end of fiscal year . . . .
2,359,527 $ 8.30 15,959,173 $ 7.81 23,373,101 $ 8.58
The aggregate intrinsic value of options exercised under the Company’s 2010 Plan (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) was $55.3 million, $16.3 million
and $24.7 million during fiscal years 2016, 2015 and 2014, respectively.
Cash received from option exercises under the 2010 Plan was $61.1 million, $23.5 million and $28.1 million
for fiscal years 2016, 2015 and 2014, respectively.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
The following table presents the composition of options outstanding and exercisable under the 2010 Plan as
of March 31, 2016:
Options Outstanding Options Exercisable
Weighted
Average
Remaining Weighted
Number of Contractual Average Number of
Shares Life Exercise Shares
Range of Exercise Prices Outstanding (In Years) Price Exercisable
Weighted
Average
Remaining Weighted
Contractual Average
Life Exercise
(In Years) Price
$ 5.55 1,148,421
$1.94 - $5.75 . . . . . . . . . . . . . . . . . . . 1,148,421 0.40
$5.87 - $7.07 . . . . . . . . . . . . . . . . . . . 40,002 1.55 6.55 37,521
$7.08 - $10.59 . . . . . . . . . . . . . . . . . . 323,646 1.76 8.25 323,646
$10.67 - $11.41 . . . . . . . . . . . . . . . . . 549,067 0.34 11.23 541,439
$11.53 - $13.98 . . . . . . . . . . . . . . . . . 273,500 0.50 13.37 273,500
$14.34 - $23.02 . . . . . . . . . . . . . . . . . 35,000 0.42 15.95 35,000
$ 5.55
0.40
1.41 6.54
1.76 8.25
0.27 11.23
0.50 13.37
0.42 15.95
$1.94 - $23.02 . . . . . . . . . . . . . . . . . . 2,369,636 0.60
$ 8.31 2,359,527
0.59
$ 8.30
Options vested and expected to vest . 2,368,361 0.60
$ 8.31
As of March 31, 2016 the aggregate intrinsic value for options outstanding, options vested and expected to
vest (which includes adjustments for expected forfeitures), and options exercisable under the Company’s 2010
Plan, were $9.4 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,
2016 for the approximately 2.1 million options that were in-the-money at March 31, 2016.
The following table summarizes the Company’s share bonus award activity under the 2010 Plan (“Price”
reflects the weighted-average grant-date fair value):
Fiscal Year Ended March 31,
2016 2015 2014
Shares
Price Shares Price Shares Price
Unvested share bonus awards outstanding,
beginning of fiscal year . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,993,252 $ 9.01 21,848,120 $ 7.32 21,807,069 $6.80
12.23 6,963,125 11.75 8,978,941 8.07
7,619,722
7.93 (7,246,056) 6.97 (5,481,153) 6.66
(8,529,378)
9.67 (2,571,937) 7.70 (3,456,737) 7.07
(1,083,520)
Unvested share bonus awards outstanding,
end of fiscal year . . . . . . . . . . . . . . . . . . . .
17,000,076 $10.77 18,993,252 $ 9.01 21,848,120 $7.32
Of the 7.6 million unvested share bonus awards granted under the 2010 Plan in fiscal year 2016,
approximately 0.2 million have an average grant date price of $12.10 per share and represents the target amount
of grants made to certain executive officers whereby vesting is contingent on meeting certain free cash flow
targets. These awards ultimately vest over a range from zero up to a maximum of 0.4 million of the target
payment based on a measurement of cumulative three-year increase of free cash flow from operations of the
Company, and will cliff vest after a period of three-years.
Another 0.2 million of unvested share bonus awards granted in fiscal year 2016 have an average grant date
price of $12.06 per share and represents the target amount of grants made to certain employees whereby vesting is
contingent on meeting certain operating profit targets. These awards ultimately vest over a range from zero up to
a maximum of 0.4 million of the target payments based on the operating profit achievements of a certain business
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
unit of the Company over a four-year period. The vesting will begin on March 31, 2016 and occur every year over
a period of four years contingent on meeting the agreed targets.
Further, 0.7 million of unvested share bonus awards granted in fiscal year 2016 represents the target amount
of grants made to certain key employees whereby vesting is contingent on certain market conditions. The average
grant date fair value of these awards was estimated to be $14.96 per award and was calculated using a Monte
Carlo simulation. Vesting information of these shares are further detailed in the table below.
Of the 17.0 million unvested share bonus awards outstanding under the 2010 Plan as of the fiscal year ended
2016, approximately 3.2 million of unvested share bonus awards under the 2010 Plan 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
of awards as of
March 31, 2016 fair value
Average
grant date
Range of shares that
may be issued
(in shares) (per share) Market condition Minimum Maximum Assessment dates
$14.96 Vesting ranges from zero to 200% — 1,453,990
726,995
May 2018
Year of grant
Fiscal 2016 . .
based on measurement of Flextronics’
total shareholder return against both
the Standard and Poor’s (“S&P”) 500
Composite Index and an Extended
Electronics Manufacturing
Services (“EMS”) Group Index.
Fiscal 2015 . .
based on measurement of Flextronics’
total shareholder return against both
the S&P 500 Composite Index and
an EMS Group Index.
Fiscal 2014 . .
based on measurement of Flextronics’
total shareholder return against
both the S&P 500 Composite Index
and an EMS Group Index.
Totals . . . . . .
3,243,742
1,810,000
706,747
$14.77 Vesting ranges from zero to 200% — 1,413,494
$ 9.36 Vesting ranges from zero to 200% — 3,620,000
6,487,484
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 2016, 2.2 million shares vested in connection with the remaining number of share bonus
awards with market conditions granted in fiscal year 2013, and 0.5 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 $103.2 million,
$79.0 million and $42.4 million during fiscal years 2016, 2015 and 2014, respectively, based on the closing price
of the Company’s ordinary shares on the date vested.
The 2014 NEXTracker Equity Incentive Plan
All shares granted during fiscal year 2016 under the NEXTracker plan are the result of the Company’s
conversion of all outstanding, unvested shares of NEXTracker into unvested shares of the Company, as part of the
acquisition. No additional grants will be made out of this plan in the future and therefore there are no shares
available for grant under the NEXTracker Plan as of March 31, 2016. Options issued to employees under the
NEXTracker Plan generally have a vesting period of two to four years from vesting commencement date and
expire ten years from the date of grant.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
The exercise price of options granted to employees was determined by the Company based on a conversion
rate agreed upon in the purchase agreement of NEXTracker.
As of March 31, 2016, the total unrecognized compensation cost, net of estimated forfeitures, related to
unvested share options granted to employees under the NEXTracker Plan was $18.2 million and will be amortized
on a straight-line basis over a weighted-average period of approximately 2.8 years, adjusted for estimated
forfeitures.
The Company also granted share bonus awards under the NEXTracker Plan. These share bonus awards vest
in installments over a three to five-year period from vesting commencement date, and unvested share bonus
awards are forfeited upon termination of employment. Vesting for certain of these share bonus awards is
contingent on meeting certain performance targets over a three-year period commencing October 1, 2015.
As of March 31, 2016, the total unrecognized compensation cost related to unvested share bonus awards
granted to employees was approximately $19.1 million under the NEXTracker Plan. These costs will be
amortized generally on a straight-line basis over a weighted-average period of approximately 2.4 years, adjusted
for estimated forfeitures.
Determining Fair Value
The fair value of the Company’s share options granted to employees under the NEXTracker Plan for fiscal
year 2016 was estimated using the following weighted-average assumptions:
Fiscal Year Ended
March 31, 2016
Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9 years
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.8%
Expected dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0%
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9%
Weighted-average fair value $7.76
Share-Based Awards Activity
The following is a summary of option activity for the NEXTracker Plan (“Price” reflects the weighted-
average exercise price):
Fiscal Year Ended March 31, 2016
Outstanding, beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Price
—
$ —
3,205,806 3.28
(237,380) 0.99
(226,572) 3.75
Outstanding, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,741,854
Options exercisable, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . .
223,869
$3.44
$4.95
Of the 3.2 million unvested share-based awards granted under the NEXTracker Plan in fiscal year 2016,
approximately 0.5 million of unvested share-based awards have an average grant date price of $7.76 per share and
represents the number of grants made to certain NEXTracker employees whereby the right to exercise is
contingent on meeting certain performance targets over a three-year period commencing October 1, 2015.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
The aggregate intrinsic value of options exercised under the NEXTracker plan (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) was $2.32 million as of March 31, 2016.
Cash received from option exercises under the NEXTracker Plan was $0.2 million for fiscal year 2016.
The following table presents the composition of options outstanding and exercisable under the NEXTracker
Plan as of March 31, 2016:
Options Outstanding Options Exercisable
Weighted
Average
Remaining Weighted
Number of Contractual Average Number of
Shares Life Exercise Shares
Range of Exercise Prices Outstanding (In Years) Price Exercisable
Weighted
Average
Remaining Weighted
Contractual Average
Life Exercise
(In Years) Price
$0.08 - $5.24 . . . . . . . . . . . . . . . . . . . 2,088,258 9.49
$ 1.19 129,376
$5.25 - $10.65 . . . . . . . . . . . . . . . . . . 653,596 9.49 10.65 94,493
9.49
$ 0.79
9.49 10.65
$0.08 - $10.65 . . . . . . . . . . . . . . . . . . 2,741,854 9.49
$ 3.44 223,869
9.49
$ 4.95
Options vested and expected to vest . . 2,741,854 9.49
$ 3.44
As of March 31, 2016 the aggregate intrinsic value, for options outstanding, options vested and expected to
vest (which includes adjustments for expected forfeitures), and options exercisable under the Company’s
NEXTracker Plan, were $23.6 million, $23.6 million, and $1.59 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, 2016 for the approximately 2.7 million options under the
NEXTracker Plan that were in-the-money at March 31, 2016.
The following table summarizes the Company’s share bonus award activity under the NEXTracker Plan
(“Price” reflects the weighted-average grant-date fair value):
Fiscal Year Ended
March 31, 2016
Shares Price
Unvested share bonus awards outstanding, beginning of fiscal year . . . . . . . . . . . . . . . . . — $ —
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,393,195 10.27
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31,925) 10.27
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (52,174) 10.27
Unvested share bonus awards outstanding, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . 2,309,096 $10.27
Of the 2.4 million unvested share bonus awards granted under the NEXTracker Plan as of the fiscal year
ended 2016, approximately 0.9 million of unvested shares bonus awards represents the target amount of grants
made to certain NEXTracker employees whereby vesting is contingent on meeting certain performance targets
over a three-year period commencing October 1, 2015.
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3. SHARE-BASED COMPENSATION (Continued)
The total intrinsic value of share bonus awards vested under the Company’s NEXTracker Plan was $0.35 million
during fiscal year 2016, based on the closing price of the Company’s ordinary shares on the date vested.
The 2013 Equity Incentive Plan of Elementum SCM (Cayman) Ltd.
As of March 31, 2016 Elementum had approximately 5.4 million shares available for future grants under the
2013 Elementum Plan. Options to purchase shares in Elementum issued to employees under the Elementum Plan
have a vesting period of two to four years and expire ten years from the grant date. As of March 31, 2016 there
were 26.2 million of options outstanding at a weighted average exercise price of $0.35 per option. Cash received
from option exercises under the Elementum Plan was $0.5 million for fiscal year 2016. Total unrecognized
compensation expenses relating to stock options granted to certain employees under the Elementum Plan as of
March 31, 2016 is $5.2 million, and will be recognized over a weighted average period of 2.7 years.
4. EARNINGS PER SHARE
Basic earnings per share excludes 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 reflects 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.
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 per share:
Fiscal Year Ended March 31,
(In thousands, except per share amounts)
2016 2015 2014
Basic earnings per share:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares used in computation:
$444,081 $600,801 $365,594
Weighted-average ordinary shares outstanding . . . . . . . . . . . . . . . . . .
557,667 579,981 610,497
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.80 $ 1.04 $ 0.60
Diluted earnings per share:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares used in computation:
Weighted-average ordinary shares outstanding . . . . . . . . . . . . . . . . . .
Weighted-average ordinary share equivalents from stock options
$444,081 $600,801 $365,594
557,667 579,981 610,497
and awards (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,202 11,575 12,982
Weighted-average ordinary shares and ordinary share equivalents
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
564,869 591,556 623,479
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.79 $ 1.02 $ 0.59
(1) Options to purchase ordinary shares of 2.0 million, 6.2 million and 17.1 million during fiscal years 2016,
2015 and 2014, respectively, and share bonus awards of less than 0.1 million during fiscal year 2015, 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
2016 and 2014.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. NONCONTROLLING INTERESTS
During fiscal year 2014, a previously wholly-owned subsidiary of the Company received $38.6 million in
exchange for issuing a noncontrolling 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,
2016 and for the year then ended.
The Company has recognized the carrying value of the noncontrolling interest as a component of total
shareholders’ equity. The operating results of the subsidiary attributable to the noncontrolling interest were losses
of $6.7 million, $4.3 million, and $0.4 million for fiscal years 2016, 2015 and 2014, respectively, which were
classified as a component of interest and other, net, in the Company’s consolidated statements of operations.
6. SUPPLEMENTAL CASH FLOW DISCLOSURES
The following table represents supplemental cash flow disclosures and non-cash investing and financing
activities:
Fiscal Year Ended March 31,
(In thousands)
Net cash paid for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$114,578 $ 87,179 $86,406
$105,453 $ 70,621 $87,561
Non-cash investing activity:
Unpaid purchases of property and equipment . . . . . . . . . . . . . .
$ 93,310 $115,757 $42,902
2016 2015 2014
7. BANK BORROWINGS AND LONG-TERM DEBT
Bank borrowings and long-term debt are as follows:
As of March 31,
2016 2015
(In thousands)
Term Loan, including current portion, due in installments through
August 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Term Loan, including current portion, due in installments through
$ 577,500
$ 592,500
March 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 547,500 475,000
4.625% Notes due February 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 500,000
5.000% Notes due February 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 500,000
4.750% Notes due June 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 595,589 —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,317 16,233
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,351) (12,733)
2,774,555 2,071,000
Current portion, net of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . (65,166) (45,030)
Non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,709,389
$2,025,970
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. BANK BORROWINGS AND LONG-TERM DEBT (Continued)
The weighted-average interest rates for the Company’s long-term debt were 3.5% and 3.2% as of March 31,
2016 and 2015, respectively.
Repayments of the Company’s long-term debt are as follows:
Fiscal Year Ending March 31, Amount
(In thousands)
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 65,166
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,522
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,005,095
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498,287
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,153
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,110,683
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,791,906
Term Loan due August 2018
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, 2016, the Company was in compliance with the covenants under this term loan agreement.
Term Loan Agreement due March 2019 and Revolving Line of Credit
On September 30, 2015, the Company amended its former $2.0 billion credit facility (“Credit Facility”) to
increase the $500.0 million term loan maturing in March 2019 by $100.0 million. Quarterly repayments of principal
under this term loan were amended to $7.5 million through March 31, 2016, and will be increased to $11.3 million
thereafter with the remainder due upon maturity. As of March 31, 2016 the amended Credit Facility consists of a
$1.5 billion revolving credit facility and a $600.0 million term loan, which is due to expire in March 2019.
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,
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. BANK BORROWINGS AND LONG-TERM DEBT (Continued)
depreciation and amortization), and a minimum interest coverage ratio, as defined therein, during its term. As of
March 31, 2016, the Company was in compliance with the covenants under this loan agreement.
Notes due February 2020 and February 2023
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.
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, 2016,
the Company was in compliance with the covenants in the indenture governing the Notes.
Notes due June 2025
On June 8, 2015, the Company issued $600 million of 4.750% Notes (“Notes”) due June 15, 2025 in a
private offering pursuant to Rule 144A and Regulation S under the Securities Act, at 99.213% of face value, and
an effective yield of approximately 4.850%. The Company received net proceeds of approximately $595.3 million
from the issuance which was used for general corporate purposes. During January 2016, 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 incurred approximately $7.9 million of costs in conjunction with the issuance of the Notes.
The issuance costs were capitalized and presented on the balance sheet as a direct deduction from the carrying
amount of the Notes.
Interest on the Notes is payable semi-annually, commencing on December 15, 2015. 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 Term Loan Agreement and Revolving Line of Credit.
At any time prior to March 15, 2025, 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 and 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. BANK BORROWINGS AND LONG-TERM DEBT (Continued)
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, or permit any other person to consolidate, merge,
combine or amalgamate with or into the Company. 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 agreement 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, but upon certain conditions such declaration
and its consequences may be rescinded and annulled by the holders of a majority in principal amount of the Notes. As
of March 31, 2016, the Company was in compliance with the covenants in the indenture governing the Notes.
Other Credit Lines
On October 1, 2015, the Company borrowed €50 million (approximately $56.6 million as of March 31,
2016), under a 5-year, term-loan agreement due September 30, 2020. Borrowings under this term loan bear interest
at EURIBOR plus the applicable margin ranging between 0.80% and 2.00%, based on the Company’s credit
ratings. The loan is repayable beginning December 30, 2016 in quarterly payments of €312,500 through June 30,
2020 with the remainder due upon maturity. This loan is included in the “Other” category in the table above.
This term loan is unsecured, and is guaranteed by the Company. This term loan agreement 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, 2016,
the Company was in compliance with the covenants under this term loan agreement.
As of March 31, 2016, the Company and certain of its subsidiaries had various uncommitted revolving credit
facilities, lines of credit and other credit facilities in the amount of $166.0 million in the aggregate. There were no
borrowings outstanding under these facilities as of March 31, 2016 and 2015. These unsecured credit facilities, and
lines of credit and other credit facilities 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. FINANCIAL INSTRUMENTS (Continued)
As of March 31, 2016, the aggregate notional amount of the Company’s outstanding foreign currency
forward and swap contracts was $4.3 billion as summarized below:
Notional Contract Value
Foreign Currency Amount in USD
Currency Buy Sell Buy Sell
(In thousands)
Cash Flow Hedges
CNY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,076,000 — $ 165,373 $ —
EUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,030 75,135 16,977 85,374
HUF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,759,000 — 53,090 —
ILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,000 — 32,072 —
MXN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,503,000 — 86,823 —
MYR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180,000 18,200 45,023 4,552
PLN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,400 — 15,004 —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A 40,621 —
454,983 89,926
Other Forward/Swap Contracts
BRL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 440,000 — 120,892
CHF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,420 24,760 8,716 25,629
CNY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 885,136 — 135,739 —
DKK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203,100 157,200 30,777 23,821
EUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 959,000 1,213,691 1,080,754 1,364,808
GBP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,693 58,825 49,810 84,354
HUF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,063,000 17,734,000 72,169 63,791
ILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,900 69,520 21,004 18,276
INR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,843,900 20,170 42,708 300
MXN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,885,860 746,330 108,940 43,113
MYR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 391,491 79,400 97,922 19,860
PLN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,548 84,861 36,593 22,576
RON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,424 66,870 19,836 16,913
SEK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473,954 821,132 57,697 99,637
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A 54,157 31,296
1,816,822 1,935,266
Total Notional Contract Value in USD . . .
$2,271,805 $2,025,192
As of March 31, 2016 and 2015, the fair value of the Company’s short-term foreign currency contracts was
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,
2016 and 2015, the Company also has included net deferred gains and 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 gains
totaled $2.7 million as of March 31, 2016, 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
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. FINANCIAL INSTRUMENTS (Continued)
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.
The following table presents the fair value of the Company’s derivative instruments utilized for foreign
currency risk management purposes at March 31, 2016 and 2015:
Fair Values of Derivative Instruments
Asset Derivatives
Liability Derivatives
Fair Value
Fair Value
Balance Sheet March 31, March 31, Balance Sheet March 31, March 31,
Location 2016 2015 Location 2016 2015
(In thousands)
Derivatives designated as
hedging instruments
Foreign currency contracts . . . . . . . Other current
Other current
assets
$ 5,510
$ 2,896
liabilities $ 2,446 $19,729
Derivatives not designated as
hedging instruments
Foreign currency contracts . . . . . . . Other current
Other current
assets
$17,138
$22,933
liabilities $18,645 $11,328
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, 2016, 2015 and 2014 are as follows:
Fiscal Year Ended March 31, 2016
Unrealized loss on Foreign currency
derivative instruments translation
and other adjustments Total
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications . . . . . .
Net losses reclassified from accumulated other
$(68,266) $(112,239) $(180,505)
(2,199) (3,145) (5,344)
comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,943 20,991 49,934
Net current-period other comprehensive gain . . . . . . . . . . . .
26,744 17,846 44,590
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(41,522) $ (94,393) $(135,915)
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. ACCUMULATED OTHER COMPREHENSIVE LOSS (Continued)
Fiscal Year Ended March 31, 2015
Unrealized loss on Foreign currency
derivative instruments translation
and other adjustments Total
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications . . . . . .
Net (gains) losses reclassified from accumulated other
$(32,849) $ (93,307) $(126,156)
(76,470) (9,318) (85,788)
comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41,053 (9,614) 31,439
Net current-period other comprehensive loss . . . . . . . . . . . .
(35,417) (18,932) (54,349)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(68,266) $(112,239) $(180,505)
Fiscal Year Ended March 31, 2014
Unrealized loss on Foreign currency
derivative instruments translation
and other adjustments Total
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications . . . . . .
Net losses reclassified from accumulated other
$(18,857) $(58,624) $ (77,481)
(15,851) (34,683) (50,534)
comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,859 — 1,859
Net current-period other comprehensive loss . . . . . . . . . . . .
(13,992) (34,683) (48,675)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(32,849) $(93,307) $(126,156)
Net losses reclassified from accumulated other comprehensive loss during the fiscal year 2016 relating to
derivative instruments and other includes $26.9 million attributable to the Company’s cash flow hedge instruments
which were recognized as a component of cost of sales in the consolidated statement of operations.
During fiscal year 2016, the Company recognized a loss of $26.8 million in connection with the disposition
of a non-strategic Western European manufacturing facility, which included a $25.3 million cumulative foreign
currency translation loss. This loss was offset by the release of certain cumulative foreign currency translation
gains of $4.2 million, which has been reclassified from accumulated other comprehensive loss during the period
and is included in other charges (income), net in 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 consolidated statement of operations.
10. TRADE RECEIVABLES SECURITIZATION
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
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. TRADE RECEIVABLES SECURITIZATION (Continued)
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 $700.0 million for the Global Program, of which
$600.0 million is committed and $100.0 million is uncommitted, and $265.0 million for the North American
Program, of which $225.0 million is committed and $40.0 million is uncommitted. Both programs require a
minimum level of deferred purchase price receivable to be retained by the Company in connection with the sales.
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, 2016, 2015 and 2014 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, 2016 and 2015, 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, 2016, 2015 and 2014 were included as cash provided by operating activities in the
consolidated statements of cash flows.
As of March 31, 2016, approximately $1.4 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 $880.8 million and
deferred purchase price receivables of $501.1 million. As of March 31, 2015, approximately $1.3 billion of
accounts receivable had been sold to the special purpose entities for which the Company had received net cash
proceeds of $740.7 million and deferred purchase price receivables of $600.7 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, 2016 and 2015, 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 $9.2 million for the fiscal year ended March 31, 2016, and
$7.1 million for both fiscal years ended March 31, 2015 and 2014.
For the fiscal years ended March 31, 2016, 2015 and 2014, cash flows from sales of receivables under the
ABS Programs consisted of approximately $5.2 billion, $4.3 billion and $4.2 billion, respectively, for transfers of
receivables (of which approximately $0.4 billion, $0.3 billion and $0.4 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, 2016 and 2015:
As of March 31,
2016 2015
(In thousands)
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Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 470,908
Transfers of receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,475,400 3,599,768
Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,574,975) (3,470,004)
$ 600,672
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 600,672
$ 501,097
Trade Accounts Receivable Sale Programs
The Company also sold accounts receivables to certain third-party banking institutions. The outstanding
balance of receivables sold and not yet collected was approximately $339.4 million and $485.6 million as of
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. TRADE RECEIVABLES SECURITIZATION (Continued)
March 31, 2016 and 2015, respectively. For the years ended March 31, 2016, 2015 and 2014, total accounts
receivables sold to certain third party banking institutions was approximately $2.3 billion, $4.2 billion and
$3.4 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.
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES
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 are 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 are 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 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 has accrued for contingent consideration in connection with its business acquisitions as
applicable, which is measured at fair value based on certain internal models and unobservable inputs.
The Company accrued $84.3 million of contingent consideration, of which $81.0 million related to the
acquisition of NEXTracker on the date of acquisition. Additionally, an incremental fair value adjustment of
$3.7 million also related to NEXTracker, was recorded in the consolidated statement of operations during fiscal
year 2016. The Company reduced the accrual by $19.0 million for a contractual release from the obligation
executed subsequent to the acquisition. The fair value of the liability was estimated using a simulation-based
measurement technique with significant inputs that are not observable in the market and thus represents a level 3
fair value measurement. The significant inputs in the fair value measurement not supported by market activity
included the Company’s probability assessments of expected future revenue during the earn-out period and
associated volatility, appropriately discounted considering the uncertainties associated with the obligation, and
calculated in accordance with the terms of the Merger Agreement. Significant decreases in expected revenue
during the earn-out period, or significant increases in the discount rate or volatility in isolation would result in
lower fair value estimates. The interrelationship between these inputs is not considered significant.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Continued)
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,
2016 2015
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 11,300
Additions to accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,261 4,500
Payments and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,008) (11,300)
Fair value adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,670 —
$ 4,500
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 73,423
$ 4,500
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.
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There were no transfers between levels in the fair value hierarchy during fiscal years 2016 and 2015.
Financial Instruments Measured at Fair Value on a Recurring Basis
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis
as of March 31, 2016 and 2015:
Fair Value Measurements as of March 31, 2016
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Money market funds and time deposits (Note 2) . . . . . . . . . . .
$ — $1,074,132 $ — $1,074,132
Deferred purchase price receivable (Note 10) . . . . . . . . . . . . . . — — 501,097 501,097
Foreign exchange forward contracts (Note 8) . . . . . . . . . . . . . . — 22,648 — 22,648
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities . . 9,228 40,556 — 49,784
Liabilities:
Foreign exchange forward contracts (Note 8) . . . . . . . . . . . . . .
$ — $ (21,091) $ — $ (21,091)
Contingent consideration in connection with acquisitions . . . . — — (73,423) (73,423)
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Continued)
Fair Value Measurements as of March 31, 2015
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Money market funds and time deposits (Note 2) . . . . . . . . . . .
$ — $674,859
Deferred purchase price receivable (Note 10) . . . . . . . . . . . . . . — — 600,672 600,672
Foreign exchange forward contracts (Note 8) . . . . . . . . . . . . . . — 25,829 — 25,829
Deferred compensation plan assets:
$ — $674,859
Mutual funds, money market accounts and equity securities . . 9,068 37,041 — 46,109
Liabilities:
Foreign exchange forward contracts (Note 8) . . . . . . . . . . . . . .
$ — $ (31,057) $ — $ (31,057)
Contingent consideration in connection with acquisitions . . . . — — (4,500) (4,500)
Assets Measured at Fair Value on a Nonrecurring Basis
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, 2016
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$— $5,576
$— $5,576
Assets held for sale
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). During fiscal year 2016, the Company transferred
$5.6 million of assets to assets held for sale, relating to a building and land which has been identified to be sold.
Disposals of assets held for sale totaled $0.3 million and $41.5 million during fiscal year 2016 and 2015,
respectively, which resulted in an immaterial loss in fiscal year 2016, and a gain of $12.1 million in fiscal year
2015 that 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 years 2016 and 2015. Assets held for sale
as of the fiscal years 2016 and 2015 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 2016 and 2015.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Continued)
Other financial instruments
The following table presents the Company’s liabilities not carried at fair value as at March 31, 2016 and 2015:
As of March 31, 2016 As of March 31, 2015
Carrying Fair Carrying Fair Fair Value
Amount Value Amount Value Hierarchy
(In thousands) (In thousands)
Term Loan, including current portion,
due in installments through August 2018 . . . . . .
$ 577,500 $ 573,533 $ 592,500 $ 582,131 Level 1
Term Loan, including current portion,
due in installments through March 2019 . . . . . . .
4.625% Notes due February 2020 . . . . . . . . . . . . . .
5.000% Notes due February 2023 . . . . . . . . . . . . . .
4.750% Notes due June 2025 . . . . . . . . . . . . . . . . .
547,500 542,709 475,000 465,500 Level 1
500,000 524,735 500,000 523,750 Level 1
500,000 507,500 500,000 543,150 Level 1
595,589 604,926 — — Level 1
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,720,589 $2,753,403 $2,067,500 $2,114,531
The term loans and Notes due February 2020, February 2023 and June 2025 are valued based on broker
trading prices in active markets.
The Company values its €50 million (approximately $56.6 million as of March 31, 2016), 5-year,
unsecured, term-loan due September 30, 2020 based on the current market rate, and as of March 31, 2016, the
carrying amount approximates fair value.
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12. COMMITMENTS AND CONTINGENCIES
Commitments
Capital lease obligations of $25.0 million and $5.3 million, consisting of short-term obligations of
$6.6 million and $2.8 million and long term obligations of $18.4 million and $2.5 million are included in current
and non-current liabilities on the Company’s balance sheets as of March 31, 2016 and 2015, respectively.
As of March 31, 2016 and 2015, 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 non-cancelable operating leases. These
operating leases expire in various years through 2035 and require the following minimum lease payments:
Operating
Fiscal Year Ending March 31, Lease
(In thousands)
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$125,021
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,287
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,916
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,194
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,780
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146,003
$579,201
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total rent expense amounted to $124.2 million, $133.1 million and $150.1 million in fiscal years 2016,
2015 and 2014, respectively.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. COMMITMENTS AND CONTINGENCIES (Continued)
Litigation and other legal matters
During the fourth quarter of fiscal 2014, one of the Company’s Brazilian subsidiaries received an
assessment for certain sales and import taxes. The tax assessment notice is for nine months of calendar year
2010 for an alleged amount of 50 million Brazilian reals (approximately $13.8 million based on the exchange
rate as of March 31, 2016) plus interest. This assessment is in the second stage of the review process at the
administrative level, and the Company plans to continue to vigorously oppose it as well as any future
assessments. The Company is, 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, it is unable to reasonably estimate a range of loss for this assessment or any future
assessments that are reasonably possible. The Company does not expect final judicial determination on these
claims for several years.
During fiscal year 2015, one of the Company’s 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 sheets, would not be material to the financial statements as a
whole.
13. INCOME TAXES
The domestic (Singapore) and foreign components of income before income taxes were comprised of the
following:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 67,482 $314,639
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255,392 603,173 85,815
$199,283
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$454,675
$670,655 $400,454
The provision for income taxes consisted of the following:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Current:
$ 87 $ (681)
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,706 129,863 73,992
$ 56
74,762 129,950 73,311
Deferred:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,779 (4,734) 9
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (67,947) (55,362) (38,460)
(64,168) (60,096) (38,451)
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . .
$ 10,594
$ 69,854 $ 34,860
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
The domestic statutory income tax rate was approximately 17.0% in fiscal years 2016, 2015 and 2014. The
reconciliation of the income tax expense expected based on domestic statutory income tax rates to the expense
for income taxes included in the consolidated statements of operations is as follows:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Income taxes based on domestic statutory rates . . . . . . .
$114,011 $ 68,077
Effect of tax rate differential . . . . . . . . . . . . . . . . . . . . . . (73,286) (80,842) (68,654)
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . 11,214 5,143 4,750
Change in liability for uncertain tax positions . . . . . . . . (13,724) 29,729 (2,178)
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . 1,049 2,495 26,838
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,046 (682) 6,027
$ 77,295
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . .
$ 10,594
$ 69,854 $ 34,860
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, 2016, 2015 and
2014 was $6.6 million, $9.8 million and $15.2 million, respectively. For fiscal year ended March 31, 2016, the
effect on basic and diluted earnings per share was $0.01 and $0.01, respectively, and the effect on basic and
diluted earnings per share during fiscal years 2015 and 2014, were $0.02 and $0.02 and $0.02 and $0.02,
respectively. Unless extended or otherwise renegotiated, the Company’s existing holidays will expire in the fiscal
year ending March 31, 2017 through fiscal year 2022.
For fiscal years ended March 31, 2016, 2015 and 2014, the Company released valuation allowances totaling
$63.3 million, $55.0 million and $37.4 million, respectively. These valuation allowance releases were primarily
related to our operations that were deemed to be more likely than not to realize the respective deferred tax assets
due to the increased profitability during the prior three fiscal years as well as continued forecasted profitability
of that subsidiary. During fiscal year ended March 31, 2016, $43.0 million of the valuation allowance release
was related to the recording of deferred tax liabilities in the US related to intangibles acquired during fiscal year
2016. However, these valuation allowance eliminations were offset by other current period valuation allowance
movements primarily related to current period valuation allowance additions due to increased deferred tax assets
related to current period losses in legal entities with existing full valuation allowance positions, and to a lesser
extent, current period changes in valuation allowance positions due to increased negative evidence during the
period in legal entities which did not previously have valuation allowance recorded. For fiscal years ended
March 31, 2016, 2015 and 2014, the offsetting amounts totaled $64.3 million, $57.5 million and $64.2 million,
respectively.
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 2016, 2015 and 2014
were $36.6 million, $0.0 million and $51.5 million, respectively.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
The components of deferred income taxes are as follows:
As of March 31,
2016 2015
(In thousands)
Deferred tax liabilities:
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (73,327)
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (88,760) —
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,472) (44,603)
$ (74,316)
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (192,548) (117,930)
Deferred tax assets:
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,004 80,370
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,795 28,954
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,892 13,618
Inventory valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,124 11,864
Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,300 3,149
Net operating loss and other carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . 2,332,894 2,394,456
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271,272 264,781
2,700,281 2,797,192
Valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,385,489) (2,521,763)
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314,792 275,429
Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 122,244
$ 157,499
The net deferred tax asset is classified as follows:
Current asset (classified as other current assets) . . . . . . . . . . . . . . . . . . . . .
$ — $ 63,910
Long-term asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222,772 211,519
Long-term liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (100,528) (117,930)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 122,244
$ 157,499
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.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
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 $79.3 million of the
deferred tax assets. These tax losses and other carryforwards will expire at various dates as follows:
Expiration dates of
deferred tax assets
related to
operating losses
and other
carryforwards
(In thousands)
2017 - 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 558,108
2023 - 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 742,981
2029 and post . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622,339
Indefinite . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 436,092
$2,359,520
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 $916.0 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-registrated or liquidated in the near future. As a result, as of
March 31, 2016, we have provided for applicable foreign withholding taxes on $106.7 million of undistributed
foreign earnings, and recorded a deferred tax liability of approximately $11.2 million.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Fiscal Year Ended
March 31,
2016 2015
(In thousands)
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Balance, beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$243,864
Additions based on tax position related to the current year . . . . . . . . . 21,273 27,048
Additions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . 20,453 24,354
Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . (9,578) (16,388)
Reductions related to lapse of applicable statute of limitations . . . . . . (22,312) (11,891)
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,797) (24,049)
Impact from foreign exchange rates fluctuation . . . . . . . . . . . . . . . . . (7,086) (20,565)
$222,373
Balance, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$212,326
$222,373
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
an additional $13.0 million to $41.0 million within the next twelve months primarily due to potential settlements
of various audits and the expiration of certain statutes of limitations.
The Company and its subsidiaries file federal, state, and local income tax returns in multiple jurisdictions
around world. With few exceptions, the Company is no longer subject to income tax examinations by tax
authorities for years before 2006.
Of the $212.3 million of unrecognized tax benefits at March 31, 2016, $185.7 million will affect the annual
effective tax rate (“ETR”) if the benefits are eventually recognized. The amount that doesn’t impact the ETR
relates to positions that would be settled with a tax loss carryforward previously subject to a valuation allowance.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
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, 2016, 2015 and 2014, the Company recognized
interest and penalties of approximately ($2.4) million and $2.5 million and $8.4 million, respectively. The
Company had approximately $14.6 million, $17.0 million and $15.6 million accrued for the payment of interest
and penalties as of the fiscal years ended March 31, 2016, 2015 and 2014, respectively.
14. RESTRUCTURING CHARGES
The Company initiated certain restructuring activities during fiscal year 2014 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 years 2016 and 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.
Fiscal Year 2014
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.
The components of the restructuring charges by geographic region incurred in fiscal year 2014 are as
follows:
First Fourth
Quarter Quarter Total
(In thousands)
Americas:
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other exit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$11,331 $11,290 $22,621
2,248 — 2,248
Total restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,579 11,290 24,869
Asia:
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-lived asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other exit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,205 13,214 29,419
1,900 — 1,900
3,157 — 3,157
Total restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,262 13,214 34,476
Europe:
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other exit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,631 10,047 14,678
1,288 — 1,288
Total restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,919 10,047 15,966
Total
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-lived asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other exit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,167 34,551 66,718
1,900 — 1,900
6,693 — 6,693
Total restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$40,760 $34,551 $75,311
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.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. RESTRUCTURING CHARGES (Continued)
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.
The following table summarizes the provisions, respective payments, and remaining accrued balance as of
March 31, 2016 for charges incurred in fiscal years 2016, 2015 and 2014 and prior periods:
Long-Lived
Asset Other
Severance Impairment Exit Costs Total
(In thousands)
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 year 2014 . . . . . . . . (40,273) — (4,296) (44,569)
Cash payments for charges incurred in fiscal year 2013 . . . . . . . . (71,470) — (8,755) (80,225)
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 year 2014 . . . . . . . . (18,558) — (2,212) (20,770)
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
Cash payments for charges incurred in fiscal year 2014 . . . . . . . . (290) — — (290)
Cash payments for charges incurred in fiscal year 2013 . . . . . . . . (1,168) — (185) (1,353)
Cash payments for charges incurred in fiscal year 2010 and prior . . — — (174) (174)
Balance as of March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,905 — 1,335 13,240
Less: Current portion (classified as other current liabilities) . . . . . . . 2,212 — 248 2,460
Accrued restructuring costs, net of current portion
(classified as other liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,693 $ — $ 1,087 $ 10,780
15. OTHER CHARGES (INCOME), NET
During fiscal year 2016, the Company incurred net losses of $47.7 million primarily due to $26.8 million
loss on disposition of a non-strategic Western European manufacturing facility which included a non-cash
foreign currency translation loss of $25.3 million, and $21.8 million from the impairment of a non-core
investment. These were offset by currency translation gains of $4.2 million.
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.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. OTHER CHARGES (INCOME), NET (Continued)
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, 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.
16. INTEREST AND OTHER, NET
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized interest income of
$12.3 million, $18.7 million and $17.6 million.
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized interest expense of
$98.0 million, $76.4 million and $79.9 million, respectively, on its debt obligations outstanding during the
period.
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized gains on foreign
exchange transactions of $24.4 million, $19.7 million and $11.8 million, respectively.
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized $11.0 million,
$9.9 million and $9.5 million of expense related to its ABS and AR Sales Programs.
For the fiscal years ended March 31, 2016, the Company incurred $8.0 million of acquisition-related costs.
17. BUSINESS AND ASSET 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 completes these allocations in less than one year of the respective acquisition dates.
Fiscal year 2016 business acquisitions
Acquisition of Mirror Controls International
On June 29, 2015, the Company completed its acquisition of 100% of the outstanding share capital of MCi,
and paid approximately $555.2 million, net of $27.7 million of cash acquired. This acquisition expanded the
Company’s capabilities in the automotive market, and was included in the HRS segment. 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 of MCi (in thousands):
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)
Current assets:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 41,559
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,897
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,856
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,312
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,832
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,463
Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236,800
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323,357
$665,764
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities & other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 28,002
21,113
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,115
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,492
$555,157
Total aggregate purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The intangible assets of $236.8 million is comprised of customer relationships of $75.5 million and licenses
and other intangible assets of $161.3 million. Customer relationships and licenses and other intangibles are each
amortized over a weighted-average estimated useful life of 10 years. In addition to net working capital, the
Company acquired $38.8 million of machinery and equipment and assumed $61.5 million of other liabilities
primarily comprised of deferred tax liabilities. The Company incurred $6.6 million in acquisition-related costs
related to the acquisition of MCi during fiscal year 2016.
Acquisition of a facility from Alcatel-Lucent
On July 1, 2015, the Company acquired an optical transport facility from Alcatel-Lucent for approximately
$67.5 million, which expanded its capabilities in the telecom market and was included in the CEC segment. The
Company acquired primarily $55.1 million of inventory, $10.0 million of property and equipment primarily
comprised of a building and land, and recorded goodwill and intangible assets for a customer relationship of
$3.6 million and $2.1 million, respectively, and assumed $3.3 million in other net liabilities in connection with
this acquisition. The customer relationship intangible will amortize over a weighted-average estimated useful life
of 5 years.
Acquisition of Nextracker
On September 28, 2015, the Company acquired 100% of the outstanding share capital of NEXTracker, a
provider of smart solar tracking solutions. The initial cash consideration was approximately $240.8 million, net of
$13.2 million of cash acquired, with an additional $81.0 million of estimated potential contingent consideration,
for a total purchase consideration of $321.8 million. At the date of the acquisition, the maximum possible
consideration under the agreement was $97.2 million upon achievement of future revenue performance targets.
Subsequent to the acquisition date, the Company adjusted its estimate of the contingent consideration by
$3.7 million, as described further in note 11, which was recorded as an expense in the consolidated statement of
operations. The Company also acquired NEXTracker’s equity incentive plan. The financial results of NEXTracker
were included in the IEI segment. 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 preliminary allocation of the total purchase price to the acquired
assets and liabilities of NEXTracker (in thousands):
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)
Current assets:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 60,298
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,235
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,272
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,805
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,382
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,700
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255,601
$448,558
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 17,226
63,870
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,096
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,712
$321,750
Total aggregate purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The intangible assets of $108.7 million is comprised of customer-related intangibles of $47.3 million and
licenses and other intangible assets of $61.4 million. Customer-related intangibles are amortized over a
weighted-average estimated useful life of 4 years while licenses and other intangibles are amortized over a
weighted-average estimated useful life of 6 years.
Other business acquisitions
Additionally, during fiscal year 2016, the Company completed eight acquisitions that were not individually,
nor in the aggregate, significant to the consolidated financial position, results of operations and cash flows of the
Company. Four of the acquired businesses expanded the Company’s capabilities in the medical devices market,
particularly precision plastics and molding within the HRS segment, two of them strengthened capabilities in the
consumer electronics market within the CTG segment, one strengthened the capabilities in the communications
market within the CEC segment, and the last one strengthened capabilities in the household industrial and
lifestyle market within the IEI segment. The Company paid $53.3 million, net of $3.7 million of cash held by the
targets. The Company acquired $14.4 million of property and equipment, assumed liabilities of $17.7 million
and recorded goodwill and intangibles of $57.4 million. These intangibles will amortize over a weighted-average
estimated useful life of 4 years.
The results of operations for all of the acquisitions completed in fiscal year 2016 were included in the
Company’s consolidated financial results beginning on the date of each acquisition. The total amount of net
income for all of the acquisitions completed in fiscal year 2016, collectively, was $41.4 million. The total
amount of revenue of these acquisitions, collectively, was not material to the Company’s consolidated financial
results for the fiscal year 2016.
On a pro-forma basis, and assuming the acquisitions occurred on the first day of the prior comparative
period, or April 1, 2014, net income would have been estimated to be $410.1 million, and $586.4 million for fiscal
years 2016 and 2015, respectively. The estimated pro-forma net income for all periods presented does not include
the $43.0 million tax benefit for the release of the valuation allowance on deferred tax assets relating to the
NEXTracker acquisition, recognized in fiscal year 2016 as discussed further in note 13, to promote comparability.
Pro-forma revenue for the acquisitions in fiscal year 2016 and 2015 have not been presented because the effect,
collectively, was not material to the Company’s consolidated revenues for all periods presented.
Fiscal year 2015 business acquisitions
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
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)
of the acquired businesses expanded the Company’s capabilities in the medical devices market, particularly precision
plastics, within the HRS segment. 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 a certain
business that closed in fiscal year 2016 and that strengthened capabilities in the household industrial market within
the IEI segment. This deposit was included in other assets during fiscal year 2015.
Fiscal year 2014 business acquisitions
Acquisition of Motorola Mobility LLC from Google
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 segment.
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:
$ 97,740
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,280
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,020
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,198
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,844
Other intangible assets (useful life—6 years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,948
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,414
$180,424
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities:
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Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 317
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,202
$178,905
Total aggregate purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 of $9.4 million. This acquisition
expanded the Company’s capabilities in the medical devices market, particularly precision plastics within the HRS
segment. 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.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)
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.
Other business acquisitions
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.
In connection with one businesses acquired during fiscal year 2013, 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 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 dispositioned the equipment via sales to third parties and used the proceeds to
reduce the obligation to the third party banking institution. Accordingly, the residual value due from the customer
related to the equipment financed by the third party banking institution decreased to $83.6 million from $169.2
million as of March 31, 2016 and 2015, 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
$122.0 million from $197.7 million as of March 31, 2016 and 2015, 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 $54.3 million and $79.7 million have
been included in other investing cash flows for the fiscal years ended March 31, 2016 and 2015, respectively. The
cash outflows relating to the purchase of the manufacturing equipment by the Company on behalf of the customer
of $37.3 million have also been included in other investing cash flows for the fiscal year ended March 31, 2014.
The cash outflows to repay the third party banking institution on behalf of the customer upon cessation of
manufacturing operations of $75.8 million and $88.8 million have been included in cash flows from other financing
activities during the fiscal years ended March 31, 2016 and 2015, respectively. Net cash inflows amounting to
$13.5 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 year ended March 31, 2014.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. SHARE REPURCHASE PLAN
During fiscal year 2016, the Company repurchased approximately 37.3 million shares for an aggregate
purchase value of approximately $412.8 million under two separate repurchase plans as further discussed below.
During the second quarter of fiscal year 2016, the Company repurchased the entire remaining amount under a
prior share repurchase plan that was approved by the Company’s Board of Directors on August 28, 2014 and the
Company’s shareholders at the 2014 Extraordinary General Meeting held on August 28, 2014, or approximately
13.2 million shares for an aggregate purchase value of approximately $154.9 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 20, 2015.
During fiscal year 2016, the Company repurchased approximately 24.1 million shares for an aggregate purchase
value of approximately $257.9 million under this plan, including amounts accrued but not paid, and retired all of
these shares. As of March 31, 2016, shares in the aggregate amount of $242.1 million were available to be
repurchased under the current plan.
19. SEGMENT REPORTING
Operating segments are defined as components of an enterprise for which separate financial information is
available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or a decision making
group, in deciding how to allocate resources and in assessing performance. Resource allocation decisions and the
Company’s performance are assessed by its Chief Executive Officer (“CEO”), with support from his direct staff
who oversee certain operations of the business, collectively identified as the CODM or the decision making group.
During the fourth quarter of fiscal year 2015, the Company concluded it has four reportable operating
segments: HRS, CTG, IEI, and CEC. The Company assessed that there was no change to its operating segments
in fiscal year 2016. 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.
An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment
income. Segment income is defined as net sales less cost of sales, and segment selling, general and
administrative expenses, and does not include amortization of intangibles, stock-based compensation,
restructuring charges, certain bad debt charges, other charges (income), net and interest and other, net.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. SEGMENT REPORTING (Continued)
Selected financial information by segment is as follows:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Net sales:
Communications & Enterprise Compute . . . . . . .
$ 9,191,211 $ 9,688,023
Consumer Technologies Group . . . . . . . . . . . . . . 6,997,526 8,940,043 9,357,635
Industrial & Emerging Industries . . . . . . . . . . . . . 4,680,718 4,459,351 3,787,838
High Reliability Solutions . . . . . . . . . . . . . . . . . . 3,898,999 3,557,311 3,275,111
$ 8,841,642
$24,418,885
$26,147,916 $26,108,607
Segment income and reconciliation of income before tax:
$ 257,323 $ 259,329
Communications & Enterprise Compute . . . . . . .
Consumer Technologies Group . . . . . . . . . . . . . . 163,677 218,251 125,171
Industrial & Emerging Industries . . . . . . . . . . . . . 157,588 131,956 127,085
High Reliability Solutions . . . . . . . . . . . . . . . . . . 294,635 227,595 221,402
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . (89,219) (83,988) (68,475)
$ 265,076
Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . 791,757 751,137 664,512
Reconciling items:
Intangible amortization . . . . . . . . . . . . . . . . . . . . 65,965 32,035 28,892
Stock-based compensation . . . . . . . . . . . . . . . . . . 77,580 50,270 40,439
Restructuring charges(2) . . . . . . . . . . . . . . . . . . . — — 75,311
Bad debt charge(1) . . . . . . . . . . . . . . . . . . . . . . . . 61,006 — —
Other charges (income), net . . . . . . . . . . . . . . . . . 47,738 (53,233) 57,512
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . 84,793 51,410 61,904
Income before income taxes . . . . . . . . . . . . . . .
$ 454,675
$ 670,655 $ 400,454
(1) During fiscal year 2016, the Company incurred a charge of $61.0 million related to SunEdison which had
declared bankruptcy. This charge is included in selling, general and administrative expenses in the
consolidated statement of operations but is excluded from the measurement of the Company’s operating
segment’s performance. Refer to note 2 for additional information regarding this charge.
(2) 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. Refer to note 14 for
additional information regarding this charge.
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.
Property and equipment on a segment basis is not disclosed as it is not separately identified and is not
internally reported by segment to the Company’s CODM. During fiscal year 2016, 2015 and 2014, depreciation
expense included in the segment’s measure of operating performance above is as follows:
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. SEGMENT REPORTING (Continued)
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Depreciation expense
$130,311 $131,807
Communications & Enterprise Compute . . . . . . .
Consumer Technologies Group . . . . . . . . . . . . . . 123,139 203,808 160,684
Industrial & Emerging Industries . . . . . . . . . . . . . 72,415 64,541 55,692
High Reliability Solutions . . . . . . . . . . . . . . . . . . 80,935 62,831 50,296
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . 31,530 35,334 26,359
$117,710
Total depreciation expense . . . . . . . . . . . . . .
$425,729
$496,825 $424,838
Geographic information is as follows:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Net sales:
$11,788,992 48% $12,953,004 50% $13,714,187 53%
Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Americas . . . . . . . . . . . . . . . . . . . . . . . . 8,347,514 34% 8,897,868 34% 8,189,414 31%
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . 4,282,379 18% 4,297,044 16% 4,205,006 16%
$24,418,885
$26,147,916 $26,108,607
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Revenues are attributable to the country in which the product is manufactured or service is provided.
During fiscal years 2016, 2015 and 2014, net sales generated from Singapore, the principal country of
domicile, were approximately $519.1 million, $553.4 million and $504.6 million, respectively.
During fiscal year 2016, China, Mexico, and the United States accounted for approximately 35%, 15%, and
11% of consolidated net sales, respectively. No other country accounted for more than 10% of net sales in fiscal
year 2016.
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.
As of March 31,
2016 2015
(In thousands)
Property and equipment, net:
Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,013,317
Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 886,305
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358,011
45% $ 997,806 48%
39% 782,839 37%
16% 311,522 15%
$2,257,633 $2,092,167
As of March 31, 2016 and 2015, property and equipment, net held in Singapore were approximately
$13.4 million and $19.3 million, respectively.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. SEGMENT REPORTING (Continued)
As of March 31, 2016, China, Mexico and the United States accounted for approximately 35%, 19% 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, 2016.
As of March 31, 2015, China, Mexico and the United States accounted for approximately 37%, 17% and
15%, respectively, of consolidated property and equipment, net. No other country accounted for more than 10%
of property and equipment, net as of March 31, 2015.
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS
Flextronics International Ltd. (“Parent”) has three tranches of Notes of $500 million, $500 million and
$600 million, respectively, each outstanding, which mature on February 15, 2020, February 15, 2023 and
June 15, 2025, 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 Term Loan Agreement and the Revolving Line of Credit; 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.
During the year ended March 31, 2016, and in conjunction with the new $600 million Notes, a new entity
was added as a guarantor subsidiary for all three tranches of the Notes. Accordingly, the Company recast the
condensed consolidating financial statements presented below to reflect this change.
98
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Balance Sheets as of March 31, 2016
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inter company receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
734,869 $ 148,201 $ 724,500 $ — $ 1,607,570
— 729,331 1,315,426 — 2,044,757
— 1,482,410 2,009,246 — 3,491,656
9,105,728 5,568,392 12,404,722 (27,078,842) —
2,951 180,842 987,350 — 1,171,143
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill and other intangible assets, net . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,843,548 8,109,176 17,441,244 (27,078,842) 8,315,126
— 553,072 1,704,561 — 2,257,633
175 60,895 1,284,750 — 1,345,820
2,249,145 267,034 2,004,437 (4,054,214) 466,402
2,815,426 3,014,634 18,175,348 (24,005,408) —
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$14,908,294 $12,004,811 $40,610,340 $ (55,138,464) $12,384,981
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inter company payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
58,836 $ 946 $ 5,384 $ — $ 65,166
— 1,401,835 2,846,457 — 4,248,292
— 114,509 239,038 — 353,547
9,562,405 7,999,335 9,517,102 (27,078,842) —
33,008 869,470 1,002,722 — 1,905,200
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Flextronics International Ltd. shareholders’ equity . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,654,249 10,386,095 13,610,703 (27,078,842) 6,572,205
2,683,173 2,063,988 2,514,299 (4,054,214) 3,207,246
2,570,872 (445,272) 24,450,680 (24,005,408) 2,570,872
— — 34,658 — 34,658
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,570,872 (445,272) 24,485,338 (24,005,408) 2,605,530
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . .
$14,908,294 $12,004,811 $40,610,340 $ (55,138,464) $12,384,981
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99
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Balance Sheets as of March 31, 2015
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inter company receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
608,971 $ 168,272 $ 851,165 $ — $ 1,628,408
— 1,208,632 1,128,883 — 2,337,515
— 1,729,593 1,759,159 — 3,488,752
6,417,410 4,759,062 10,099,057 (21,275,529) —
8,143 202,161 1,075,921 — 1,286,225
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill and other intangible assets, net . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,034,524 8,067,720 14,914,185 (21,275,529) 8,740,900
— 471,052 1,621,115 — 2,092,167
475 64,830 349,870 — 415,175
2,210,669 155,172 2,131,523 (4,092,715) 404,649
1,799,956 1,654,226 16,640,427 (20,094,609) —
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$11,045,624 $10,413,000 $35,657,120 $ (45,462,853) $11,652,891
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inter company payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
38,868 $ 917 $ 5,245 $ — $ 45,030
— 1,758,305 2,802,889 — 4,561,194
— 112,692 227,047 — 339,739
6,559,569 7,250,235 7,465,725 (21,275,529) —
30,553 845,156 933,419 — 1,809,128
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Flextronics International Ltd. shareholders’ equity . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,628,990 9,967,305 11,434,325 (21,275,529) 6,755,091
2,055,820 2,102,483 2,435,962 (4,092,715) 2,501,550
2,360,814 (1,656,788) 21,751,397 (20,094,609) 2,360,814
— — 35,436 — 35,436
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,360,814 (1,656,788) 21,786,833 (20,094,609) 2,396,250
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . .
$11,045,624 $10,413,000 $35,657,120 $ (45,462,853) $11,652,891
Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2016
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . .
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $16,841,405 $19,286,221 $(11,708,741) $24,418,885
— 15,278,265 19,241,300 (11,708,741) 22,810,824
— 1,563,140 44,921 — 1,608,061
— 330,194 624,696 — 954,890
300 3,598 62,067 — 65,965
(191,859) 1,016,302 (691,912) — 132,531
$
Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191,559 213,046 50,070 — 454,675
26 (41,584) 52,152 — 10,594
252,548 (168,886) 397,831 (481,493) —
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 444,081 $ 85,744 $ 395,749 $ (481,493) $ 444,081
100
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2015
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . .
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $19,016,750 $19,543,163 $(12,411,997) $26,147,916
— 17,502,863 19,511,710 (12,411,997) 24,602,576
— 1,513,887 31,453 — 1,545,340
— 258,212 586,261 — 844,473
300 3,808 27,927 — 32,035
10,086 901,059 (912,968) — (1,823)
$
Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,386) 350,808 330,233 — 670,655
— 14,143 55,711 — 69,854
611,187 (141,074) 471,575 (941,688) —
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$600,801 $ 195,591 $ 746,097 $ (941,688) $ 600,801
Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2014
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $18,393,436 $21,569,406 $(13,854,235) $26,108,607
— 16,961,211 21,502,762 (13,854,235) 24,609,738
— 9,609 49,039 — 58,648
$
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . .
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— 1,422,616 17,605 — 1,440,221
— 250,909 623,887 — 874,796
300 4,659 23,933 — 28,892
800 (271) 16,134 — 16,663
(502,028) 875,119 (253,675) — 119,416
Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
500,928 292,200 (392,674) — 400,454
52 42,950 (8,142) — 34,860
(135,282) (262,871) 368,268 29,885 —
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 365,594 $ (13,621) $ (16,264) $ 29,885 $ 365,594
Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2016
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
$444,081 $ 85,744 $395,749 $(481,493) $444,081
Foreign currency translation adjustments, net of zero tax . . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on derivative instruments and other, net of zero tax . . . . . . . . . . . . . . .
17,846 (16,979) (15,735) 32,714 17,846
26,744 15,195 26,744 (41,939) 26,744
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$488,671 $ 83,960 $406,758 $(490,718) $488,671
101
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2015
(In thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
$600,801 $195,591 $746,097 $ (941,688) $600,801
Foreign currency translation adjustments, net of zero tax . . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on derivative instruments and other, net of zero tax . . . . . . . . . . . . . . .
(18,932) 256,652 221,418 (478,070) (18,932)
(35,417) (33,769) (35,417) 69,186 (35,417)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$546,452 $418,474 $932,098 $(1,350,572) $546,452
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2014
(In thousands)
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss:
$365,594 $ (13,621) $ (16,264) $ 29,885 $365,594
Foreign currency translation adjustments, net of zero tax . . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on derivative instruments and other, net of zero tax . . . . . . . . . . . . . . .
(34,683) (89,282) (89,635) 178,917 (34,683)
(13,992) (5,221) (13,993) 19,214 (13,992)
Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$316,919 $(108,124) $(119,892) $228,016 $316,919
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
102
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2016
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
$
162,275 $ 427,259 $ 546,911 $ — $ 1,136,445
Purchases of property and equipment, net of proceeds from disposal . . . . . . . . . . . . . .
Acquisition and divestiture of businesses, net of cash acquired and cash held in
divested business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing cash flows to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of bank borrowings and long-term debt and capital lease obligations . . .
Payments for repurchases of ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing cash flows from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rates on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— (151,383) (345,584) 9 (496,958)
— (809,272) (101,515) — (910,787)
(1,596,210) (1,609,342) (1,408,610) 4,614,162 —
(500) (31,011) 42,880 — 11,369
(1,596,710) (2,601,008) (1,812,829) 4,614,171 (1,396,376)
824,618 — 60,084 — 884,702
(179,920) (3,059) (7,242) (190,221)
(420,317) — — — (420,317)
61,278 — — — 61,278
1,240,145 2,162,840 1,211,186 (4,614,171) —
— (8,800) (77,000) — (85,800)
1,525,804 2,150,981 1,187,028 (4,614,171) 249,642
34,529 2,697 (47,775) — (10,549)
125,898 (20,071) (126,665) — (20,838)
608,971 168,272 851,165 — 1,628,408
734,869 $ 148,201 $ 724,500 $ — $ 1,607,570
$
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2015
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(73,356) $ 75,775 $ 791,615 $ — $ 794,034
$
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal . . . . . . . . . . . . . .
Acquisition and divestiture of businesses, net of cash acquired and cash held in
divested business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing cash flows from (to) affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— (85,876) (153,833) (15) (239,724)
— (20,589) (46,265) — (66,854)
(1,703,983) (1,900,810) 796,493 2,808,300 —
(1,500) (13,821) 79,683 — 64,362
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,705,483) (2,021,096) 676,078 2,808,285 (242,216)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of bank borrowings and long-term debt and capital lease obligations . . .
Payments for early repurchase of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for repurchases of ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing cash flows from (to) affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
303,000 4,737 11,805 — 319,542
(335,500) (3,127) (5,529) — (344,156)
— — — — —
(415,945) — — — (415,945)
23,497 — 11 — 23,508
2,420,952 1,904,164 (1,516,831) (2,808,285) —
— — (98,966) — (98,966)
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . .
1,996,004 1,905,774 (1,609,510) (2,808,285) (516,017)
Effect of exchange rates on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(246,908) (2,643) 248,430 — (1,121)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .
(29,743) (42,190) 106,613 — 34,680
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
638,714 210,462 744,552 — 1,593,728
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
608,971 $ 168,272 $ 851,165 $ — $1,628,408
104
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2014
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 459,748 $ (126,813) $ 882,974 $ 551 $1,216,460
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal . . . . . . . . . . . . . .
Acquisition and divestiture of businesses, net of cash acquired and cash held
in divested business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing cash flows from (to) affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— (222,197) (292,221) (585) (515,003)
— (61,587) (171,845) — (233,432)
35,262 (1,237,006) (1,075,938) 2,277,682 —
— (10,842) (24,655) — (35,497)
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . .
35,262 (1,531,632) (1,564,659) 2,277,097 (783,932)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of bank borrowings and long-term debt and capital lease obligations . . .
Payments for early repurchase of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for repurchases of ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing cash flows from (to) affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,066,359 277 17 — 1,066,653
(492,034) (525) (45,021) — (537,580)
(503,423) (41,417) — — (544,840)
(475,314) — — — (475,314)
28,140 — — — 28,140
(277,594) 1,681,559 873,683 (2,277,648) —
— — 52,149 — 52,149
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . .
(653,866) 1,639,894 880,828 (2,277,648) (410,792)
Effect of exchange rates on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57,055 2,641 (74,791) — (15,095)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .
(101,801) (15,910) 124,352 — 6,641
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
740,515 226,372 620,200 — 1,587,087
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 638,714 $ 210,462 $ 744,552 $ — $1,593,728
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
21. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table contains unaudited quarterly financial data for fiscal years 2016 and 2015.
Fiscal Year Ended March 31, 2016 Fiscal Year Ended March 31, 2015
First
Second
Third Fourth First Second
Third Fourth
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,566,248 $6,316,762 $6,763,177 $5,772,698 $6,642,745 $6,528,517 $7,025,054 $5,951,600
406,337 380,785 377,081 408,657 378,817
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
396,916
452,467
352,341
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110,850
122,977
148,910
61,344 173,887 138,903 152,899 135,112
Earnings per share(1):
Net income:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.20 $
0.22 $
0.27 $
0.11 $ 0.30 $ 0.24 $ 0.26 $ 0.24
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.19 $
0.22 $
0.27 $
0.11 $ 0.29 $ 0.23 $ 0.26 $ 0.23
(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.
106
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
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, 2016. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer
concluded that, as of March 31, 2016, 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.
(b) Management’s Annual Report on Internal Control over Financial Reporting
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, 2016, 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, 2016.
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, 2016 excluded the internal control over financial reporting of eight of our acquisitions that were
completed during the year ended March 31, 2016, which constitute, in the aggregate, 5% of total assets and 3%
of net sales of the consolidated financial statements amount as of, and for the fiscal year ended March 31, 2016.
(c) Attestation Report of the Registered Public Accounting Firm
The effectiveness of the Company’s internal control over financial reporting as of March 31, 2016 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.”
(d) Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting that occurred during the
year ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, its internal
controls over financial reporting.
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107
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Flextronics International Ltd.
Singapore
We have audited the internal control over financial reporting of Flextronics International Ltd. and
subsidiaries (the “Company”) as of March 31, 2016, 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 eight acquisitions that were completed during
the year ended March 31, 2016, which constitute, in aggregate, 5% of total assets and 3% of net sales of the
consolidated financial statement amounts as of and for the fiscal year ended March 31, 2016. Accordingly, our
audit did not include the internal control over financial reporting of eight 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, 2016, based on the criteria established in Internal Control—Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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, 2016, of the
Company and our report dated May 20, 2016 expressed an unqualified opinion on those financial statements.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
May 20, 2016
108
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information with respect to this item may be found in our definitive proxy statement to be delivered to
shareholders in connection with our 2016 Annual General Meeting of Shareholders. Such information is
incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this item may be found in our definitive proxy statement to be delivered to
shareholders in connection with our 2016 Annual General Meeting of Shareholders. Such information is
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
Information with respect to this item may be found in our definitive proxy statement to be delivered to
shareholders in connection with our 2016 Annual General Meeting of Shareholders. Such information is
incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Information with respect to this item may be found in our definitive proxy statement to be delivered to
shareholders in connection with our 2016 Annual General Meeting of Shareholders. Such information is
incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information with respect to this item may be found in our definitive proxy statement to be delivered to
shareholders in connection with our 2016 Annual General Meeting of Shareholders. Such information is
incorporated by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this annual report on Form 10-K:
PART IV
1.
Financial Statements. See Item 8, “Financial Statements and Supplementary Data.”
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Financial Statement Schedules.
2.
in the financial statements, see Concentration of Credit Risk in Note 2, “Summary of Accounting
Policies” of the Notes to Consolidated Financial Statements in Item 8, “Financial Statements and
Supplementary Data.”
“Schedule II—Valuation and Qualifying Accounts” is included
109
3.02
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
3.
Exhibits. The following exhibits are filed with this annual report on Form 10-K:
Incorporated by
Reference
Exhibit
No.
Filing Exhibit Filed
Exhibit Form File No. Date No. Herewith
3.01 Memorandum of Association, as amended
10-K 000-23354
05-29-07
Amended and Restated Articles of Association
of Flextronics International Ltd.
8-K 000-23354
10-11-06
Indenture, dated as of February 20, 2013, by
and between the Company, the Guarantors
party thereto and U.S. Bank National
Association, as Trustee.
8-K 000-23354
02-22-13
4.01
Form of 4.625% Note due 2020
8-K 000-23354
02-22-13
Form of 5.000% Note due 2023
8-K 000-23354
02-22-13
10-K 000-23354
05-28-13
3.01
3.01
4.02
4.03
4.11
First Supplemental 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
Second Supplemental 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
Third Supplemental Indenture, dated as of
September 11, 2015, among the Company, the
Guarantor party thereto and U.S. Bank
National Association, as Trustee, related to the
Company’s 4.625% Notes due 2020 and
5.000% Notes due 2023
Indenture, dated as of June 8, 2015, by and
between the Company, the Guarantors party
thereto and U.S. Bank National Association, as
Trustee
10-Q 000-23354
10-30-14
4.01
S-4
333-207067
09-22-15
4.11
8-K
000-23354
06-08-15
4.1
Form of 4.750% Note due 2025
8-K 000-23354
06-08-15
8-K
000-23354
06-08-15
Registration Rights Agreement, dated as of
June 8, 2015, by and between the Company,
the Guarantors named therein, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities LLC, BNP Paribas
Securities Corp. and Citigroup Global Markets
Inc., as representatives of the initial purchasers
named therein
110
4.2
4.3
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Incorporated by
Reference
Exhibit
No.
4.10
4.11
4.12
4.13
4.14
10.01
10.02
10.03
10.04
10.05
10.06
Filing Exhibit Filed
Exhibit Form File No. Date No. Herewith
First Supplemental Indenture, dated as of
September 11, 2015, among the Company, the
Guarantor party thereto and U.S. Bank National
Association, as Trustee, related to the
Company’s 4.750% Notes due 2025
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
Amendment No. 1, dated 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
Credit Agreement, dated 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
Amendment No. 1, dated as of September 30,
2015, to Credit Agreement, dated 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
Form of Indemnification Agreement between
the Registrant and its Directors and certain
officers.†
Form of Indemnification Agreement between
Flextronics Corporation and Directors and
certain officers of the Registrant.†
Flextronics International Ltd. 2001 Equity
Incentive Plan, as amended.†
Registrant’s 2002 Interim Incentive Plan, as
amended.†
Registrant’s 2004 Award Plan for New
Employees, as amended.†
Flextronics International Ltd. 2010 Equity
Incentive Plan.†
111
S-4
333-207067
09-22-15
4.04
8-K 000-23354
09-04-13
10.01
8-K 000-23354
07-28-14
4.01
8-K 000-23354
04-01-14
10.01
10-Q 000-23354
02-01-16
4.01
10-K 000-23354
05-20-09
10.10
10-K 000-23354
05-20-09
10.20
10-Q 000-23354
11-03-09
10.01
8-K 000-23354
07-14-09
10.02
8-K 000-23354
07-14-09
10.09
8-K 000-23354
07-28-10
10.01
Incorporated by
Reference
Exhibit
No.
10.07
10.08
10.09
10.10
Filing Exhibit Filed
Exhibit Form File No. Date No. Herewith
Form of Share Option Award Agreement under
2010 Equity Incentive Plan†
Form of Restricted Share Unit Award
Agreement under 2010 Equity Incentive Plan†
Flextronics International USA, Inc. Third
Amended and Restated 2005 Senior
Management Deferred Compensation Plan†
Flextronics International USA, Inc. Third
Amended and Restated Senior Executive
Deferred Compensation Plan†
10-Q 000-23354
08-05-10
10.02
10-Q 000-23354
08-05-10
10.03
10-Q 000-23354
02-05-09
10.02
10-Q 000-23354
02-05-09
10.01
10.11
Summary of Directors’ Compensation†
10-K 000-23354
05-21-15
10.16
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
Solectron Corporation 2002 Stock Plan, as
amended.†
Executive Incentive Compensation
Recoupment Policy†
Francois Barbier Offer Letter, dated as of
July 1, 2010†
Francois Barbier Relocation Expenses
Addendum, dated as of March 5, 2013†
Francois Barbier Confirmation Date Letter,
dated as of August 30, 2010†
2010 Flextronics International USA, Inc.
Deferred Compensation Plan†
Form of Restricted Stock Unit Award Under
2010 Equity Incentive Plan†
Form of Amendment to certain senior
executive Restricted Share Unit Agreements
under the 2010 Equity Incentive Plan†
Form of Restricted Share Unit Award
Agreement under the 2010 Equity Incentive
Plan for certain performance based awards†
Form of Award Agreement under 2010
Deferred Compensation Plan†
Compensation Arrangements of Certain
Executive Officers of Flextronics International
Ltd.†
Form of Restricted Share Unit Award
Agreement under the 2010 Equity Incentive
Plan for time-based vesting awards†
10-Q 000-23354
11-03-09
10.02
10-Q 000-23354
08-05-10
10.06
8-K 000-23354
09-03-10
10.01
10-K 000-23354
05-28-13
10.27
8-K 000-23354
09-03-10
10.03
10-Q 000-23354
11-03-10
10.04
10-Q 000-23354
08-09-11
10.01
10-Q 000-23354
02-04-13
10.02
10-Q 000-23354
02-04-13
10.03
10-Q 000-23354
07-30-12
10.01
10-K 000-23354
05-21-15
10.29
10-Q 000-23354
11-01-13
10.02
10.24
Form of Performance-Based Restricted Stock
Unit Award (S&P500/Extended EMS Group)†
10-Q 000-23354
08-02-13
10.01
112
Incorporated by
Reference
Exhibit
No.
10.25
10.26
10.27
10.28
10.29
10.30
10.31
Filing Exhibit Filed
Exhibit Form File No. Date No. Herewith
Form of 2010 Deferred Compensation Plan
Award Agreement (performance targets, cliff
vesting)†
Form of 2010 Deferred Compensation Plan
Award Agreement (non-performance, periodic
vesting, continuing Participant)†
Award Agreement under the 2010 Deferred
Compensation Plan†
Form of Restricted Share Unit Award
Agreement under the 2010 Equity Incentive
Plan for certain executive fiscal year 2015
performance-based awards†
Form of Restricted Share Unit Award
Agreement under the 2010 Equity Incentive
Plan for CEO FY15 performance-based
award†
Description of Annual Bonus Incentive Plan
for Fiscal 2016†
Description of Performance Long Term
Incentive Plan for Fiscal 2016†
10-Q 000-23354
08-02-13
10.02
10-Q 000-23354
08-02-13
10.03
10-Q 000-23354
07-28-14
10.01
10-Q 000-23354
10-30-14
10.01
10-Q 000-23354
10-30-14
10.01
10-Q 000-23354
07-27-15
10.01
10-Q 000-23354
07-27-15
10.02
10.32
Nextracker Inc. 2014 Equity Incentive Plan†
S-8
333-207325
10-07-15
99.01
10.33
Form of Elementum Holding Ltd. Restricted
Share Purchase Agreement†
10-Q 000-23354
10-26-15
10.02
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21.01
Subsidiaries of Registrant.
23.01
Consent of Deloitte & Touche LLP.
24.01
31.01
31.02
32.01
Power of Attorney (included on the signature
page to this Form 10-K)
Certification of Chief Executive Officer
pursuant to Rule 13a-14(a) of the Exchange Act
Certification of Chief Financial Officer
pursuant to Rule 13a-14(a) of the Exchange Act
Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Rule 13a-14(b) of
the Exchange Act and 18 U.S.C. Section 1350*
101.INS
XBRL Instance Document
101.SCH
101.CAL
XBRL Taxonomy Extension Scheme
Document
XBRL Taxonomy Extension Calculation
Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition
Linkbase Document
113
X
X
X
X
X
X
X
X
X
X
Incorporated by
Reference
Filing Exhibit Filed
Exhibit Form File No. Date No. Herewith
Exhibit
No.
101.LAB
XBRL Taxonomy Extension Label Linkbase
Document
101.PRE
XBRL Taxonomy Extension Presentation
Linkbase Document
X
X
* This exhibit is furnished with this Annual Report on Form 10-K, is not deemed filed with the Securities and
Exchange Commission, and is not incorporated by reference into any filing of 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.
114
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.
SIGNATURES
Flextronics International Ltd.
Michael M. McNamara
Chief Executive Officer
By: /s/ MICHAEL M. MCNAMARA
Date: May 20, 2016
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.
Signature Title Date
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/S/ MICHAEL M. MCNAMARA
(Principal Executive Officer) May 20, 2016
Michael M. McNamara
Chief Executive Officer and Director
/S/ CHRISTOPHER COLLIER
(Principal Financial Officer) May 20, 2016
Christopher Collier
Chief Financial Officer
/S/ DAVID BENNETT
(Principal Accounting Officer) May 20, 2016
David Bennett
Senior Vice President and Chief Accounting Officer
/S/ H. RAYMOND BINGHAM
Chairman of the Board May 20, 2016
H. Raymond Bingham
/S/ MICHAEL D. CAPELLAS
Director May 20, 2016
Michael D. Capellas
/S/ MARC A. ONETTO
Director May 20, 2016
Marc A. Onetto
/S/ DANIEL H. SCHULMAN
Director May 20, 2016
Daniel H. Schulman
115
Signature Title Date
/S/ WILLY SHIH, PH.D.
Director May 20, 2016
Willy Shih, Ph.D.
/S/ LAY KOON TAN
Director May 20, 2016
Lay Koon Tan
/S/ WILLIAM D. WATKINS
Director May 20, 2016
William D. Watkins
/S/ LAWRENCE A. ZIMMERMAN
Director May 20, 2016
Lawrence A. Zimmerman
116
EXHIBIT INDEX
Incorporated by
Reference
Exhibit
No.
Filing Exhibit Filed
Exhibit Form File No. Date No. Herewith
3.01 Memorandum of Association, as amended
10-K 000-23354
05-29-07
8-K 000-23354
10-11-06
3.01
3.01
8-K 000-23354
02-22-13
4.01
Form of 4.625% Note due 2020
8-K 000-23354
02-22-13
Form of 5.000% Note due 2023
8-K 000-23354
02-22-13
10-K 000-23354
05-28-13
4.02
4.03
4.11
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3.02
4.01
4.02
4.03
4.04
4.05
4.06
4.07
Amended and Restated Articles of Association
of Flextronics International Ltd.
Indenture, dated as of February 20, 2013, by
and between the Company, the Guarantors
party thereto and U.S. Bank National
Association, as Trustee.
First Supplemental 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
Second Supplemental 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
Third Supplemental Indenture, dated as of
September 11, 2015, among the Company, the
Guarantor party thereto and U.S. Bank
National Association, as Trustee, related to the
Company’s 4.625% Notes due 2020 and
5.000% Notes due 2023
Indenture, dated as of June 8, 2015, by and
between the Company, the Guarantors party
thereto and U.S. Bank National Association, as
Trustee
10-Q 000-23354
10-30-14
4.01
S-4
333-207067
09-22-15
4.11
8-K 000-23354
06-08-15
4.1
4.08
Form of 4.750% Note due 2025
8-K 000-23354
06-08-15
4.2
117
Incorporated by
Reference
Exhibit
No.
4.09
4.10
4.11
4.12
4.13
4.14
Filing Exhibit Filed
Exhibit Form File No. Date No. Herewith
8-K 000-23354
06-08-15
4.3
S-4
333-207067
09-22-15
4.04
8-K 000-23354
09-04-13
10.01
8-K 000-23354
07-28-14
4.01
8-K 000-23354
04-01-14
10.01
10-Q 000-23354
02-01-16
4.01
Registration Rights Agreement, dated as of
June 8, 2015, by and between the Company,
the Guarantors named therein, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities LLC, BNP Paribas
Securities Corp. and Citigroup Global Markets
Inc., as representatives of the initial purchasers
named therein
First Supplemental Indenture, dated as of
September 11, 2015, among the Company, the
Guarantor party thereto and U.S. Bank
National Association, as Trustee, related to the
Company’s 4.750% Notes due 2025
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
Amendment No. 1, dated 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
Credit Agreement, dated 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
Amendment No. 1, dated as of September 30,
2015, to Credit Agreement, dated 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
10.01
10.02
Form of Indemnification Agreement between
the Registrant and its Directors and certain
officers.†
Form of Indemnification Agreement between
Flextronics Corporation and Directors and
certain officers of the Registrant.†
10.03
Flextronics International Ltd. 2001 Equity
Incentive Plan, as amended.†
10-K 000-23354
05-20-09
10.10
10-K 000-23354
05-20-09
10.20
10-Q
000-23354
11-03-09
10.01
118
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Incorporated by
Reference
Exhibit
No.
10.04
10.05
10.06
10.07
10.08
10.09
10.10
Filing Exhibit Filed
Exhibit Form File No. Date No. Herewith
Registrant’s 2002 Interim Incentive Plan, as
amended.†
Registrant’s 2004 Award Plan for New
Employees, as amended.†
Flextronics International Ltd. 2010 Equity
Incentive Plan.†
Form of Share Option Award Agreement under
2010 Equity Incentive Plan†
Form of Restricted Share Unit Award
Agreement under 2010 Equity Incentive Plan†
Flextronics International USA, Inc. Third
Amended and Restated 2005 Senior
Management Deferred Compensation Plan†
Flextronics International USA, Inc. Third
Amended and Restated Senior Executive
Deferred Compensation Plan†
8-K
000-23354
07-14-09
10.02
8-K 000-23354
07-14-09
10.09
8-K 000-23354
07-28-10
10.01
10-Q 000-23354
08-05-10
10.02
10-Q 000-23354
08-05-10
10.03
10-Q 000-23354
02-05-09
10.02
10-Q 000-23354
02-05-09
10.01
10.11
Summary of Directors’ Compensation†
10-K 000-23354
05-21-15
10.16
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
Solectron Corporation 2002 Stock Plan, as
amended.†
Executive Incentive Compensation
Recoupment Policy†
Francois Barbier Offer Letter, dated as of
July 1, 2010†
Francois Barbier Relocation Expenses
Addendum, dated as of March 5, 2013†
Francois Barbier Confirmation Date Letter,
dated as of August 30, 2010†
2010 Flextronics International USA, Inc.
Deferred Compensation Plan†
Form of Restricted Stock Unit Award Under
2010 Equity Incentive Plan†
Form of Amendment to certain senior
executive Restricted Share Unit Agreements
under the 2010 Equity Incentive Plan†
Form of Restricted Share Unit Award
Agreement under the 2010 Equity Incentive
Plan for certain performance based awards†
Form of Award Agreement under 2010
Deferred Compensation Plan†
Compensation Arrangements of Certain
Executive Officers of Flextronics
International Ltd.†
10-Q 000-23354
11-03-09
10.02
10-Q 000-23354
08-05-10
10.06
8-K 000-23354
09-03-10
10.01
10-K 000-23354
05-28-13
10.27
8-K 000-23354
09-03-10
10.03
10-Q 000-23354
11-03-10
10.04
10-Q 000-23354
08-09-11
10.01
10-Q 000-23354
02-04-13
10.02
10-Q 000-23354
02-04-13
10.03
10-Q 000-23354
07-30-12
10.01
10-K 000-23354
05-21-15
10.29
119
Incorporated by
Reference
Exhibit
No.
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
Filing Exhibit Filed
Exhibit Form File No. Date No. Herewith
Form of Restricted Share Unit Award
Agreement under the 2010 Equity Incentive
Plan for time-based vesting awards†
Form of Performance-Based Restricted Stock
Unit Award (S&P500/Extended EMS Group)†
Form of 2010 Deferred Compensation Plan
Award Agreement (performance targets, cliff
vesting)†
Form of 2010 Deferred Compensation Plan
Award Agreement (non-performance, periodic
vesting, continuing Participant)†
Award Agreement under the 2010 Deferred
Compensation Plan†
Form of Restricted Share Unit Award
Agreement under the 2010 Equity Incentive
Plan for certain executive fiscal year 2015
performance-based awards†
Form of Restricted Share Unit Award
Agreement under the 2010 Equity Incentive
Plan for CEO FY15 performance-based award†
Description of Annual Bonus Incentive Plan
for Fiscal 2016†
Description of Performance Long Term
Incentive Plan for Fiscal 2016†
10-Q 000-23354
11-01-13
10.02
10-Q 000-23354
08-02-13
10.01
10-Q 000-23354
08-02-13
10.02
10-Q 000-23354
08-02-13
10.03
10-Q 000-23354
07-28-14
10.01
10-Q 000-23354
10-30-14
10.01
10-Q 000-23354
10-30-14
10.01
10-Q 000-23354
07-27-15
10.01
10-Q 000-23354
07-27-15
10.02
10.32
Nextracker Inc. 2014 Equity Incentive Plan†
S-8
333-207325
10-07-15
99.01
10.33
Form of Elementum Holding Ltd. Restricted
Share Purchase Agreement†
10-Q 000-23354
10-26-15
10.02
21.01
Subsidiaries of Registrant.
23.01
Consent of Deloitte & Touche LLP.
24.01
31.01
31.02
32.01
Power of Attorney (included on the signature
page to this Form 10-K)
Certification of Chief Executive Officer
pursuant to Rule 13a-14(a) of the Exchange Act
Certification of Chief Financial Officer
pursuant to Rule 13a-14(a) of the Exchange Act
Certification of Chief Executive Officer and
Chief Financial Officer pursuant to
Rule 13a-14(b) of the Exchange Act and
18 U.S.C. Section 1350*
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Scheme
Document
120
X
X
X
X
X
X
X
X
Incorporated by
Reference
Filing Exhibit Filed
Exhibit Form File No. Date No. Herewith
Exhibit
No.
101.CAL
101.DEF
101.LAB
XBRL Taxonomy Extension Calculation
Linkbase Document
XBRL Taxonomy Extension Definition
Linkbase Document
XBRL Taxonomy Extension Label Linkbase
Document
101.PRE
XBRL Taxonomy Extension Presentation
Linkbase Document
X
X
X
X
* This exhibit is furnished with this Annual Report on Form 10-K, is not deemed filed with the Securities and
Exchange Commission, and is not incorporated by reference into any filing of 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.
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FLEXTRONICS INTERNATIONAL LTD.
AND SUBSIDIARIES
(Company Registration Number 199002645H)
SINGAPORE STATUTORY
FINANCIAL STATEMENTS
YEAR ENDED MARCH 31, 2016
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SINGAPORE STATUTORY FINANCIAL STATEMENTS
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
(Incorporated in the Republic of Singapore)
(Company Registration Number 199002645H)
INDEX
Page
Directors’ Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Independent Auditors’ Report to the Members of Flextronics International Ltd. . . . . . . . . . . . . . . . . . . . . S-6
Consolidated Financial Statements of Flextronics International Ltd. and its Subsidiaries . . . . . . . . . . . . . S-8
Supplementary Financial Statements of Flextronics International Ltd. (Parent company) . . . . . . . . . . . . . S-65
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S-1
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
Co. Rg. No. 199002645H
DIRECTORS’ STATEMENT
March 31, 2016
(U.S. dollars in thousands unless otherwise designated as Singapore dollars, S$)
The directors present their statement together with the audited consolidated financial statements of
Flextronics International Ltd. and its subsidiaries (the “Company”) and balance sheet of Flextronics International
Ltd. (the “Parent”) for the financial year ended March 31, 2016.
In the opinion of the directors, the consolidated financial statements of the Company and supplementary
financial statements of the Parent, as set out on pages S-8 to S-64 and pages S-65 through S-80, respectively, are
drawn up so as to give a true and fair view of the financial position of the Company and of the Parent as of
March 31, 2016, and of the financial performance, results, changes in equity and cash flows of the Company for
the financial year then ended and at the date of this statement, there are reasonable grounds to believe that the
Parent will be able to pay its debts when they fall due.
Directors
The directors of Flextronics International Ltd. in office at the date of this statement are:
H. Raymond Bingham
Michael D. Capellas
Michael M. McNamara
Marc A. Onetto
Daniel H. Schulman
Willy Chao-Wei Shih, Ph.D.
Lay Koon Tan
William D. Watkins
Lawrence A. Zimmerman
Arrangements to Enable Directors to Acquire Benefits by Means of the Acquisition of Shares and
Debentures
Neither at the end of the financial year, nor at any time during the financial year did there subsist any
arrangement to which the Parent is a party, whose object is to enable the directors of the Parent to acquire
benefits by means of the acquisition of shares in or debentures of the Parent, nor any other body corporate
except for the options and share bonus awards mentioned below.
Directors’ Interests in Shares and Debentures
The interest of the directors who held office at the end of the financial year ended March 31, 2016
(including those held by their spouses and infant children) in the share capital or debentures of the Parent and
related corporations were as follows:
S-2
Interest Held
As of March 31, As of March 31,
Ordinary Shares, no Par Value, in Flextronics International Ltd. 2015 2016
H. Raymond Bingham(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147,673 91,050
Michael Capellas(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,166 29,976
Michael M. McNamara(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 850,614 1,963,114
Marc A. Onetto(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,346 24,019
Daniel H. Schulman(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,692 125,365
Willy Chao-Wei Shih, Ph.D.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,316 151,989
Lay Koon Tan(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,764 84,290
William D. Watkins(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,647 38,320
Lawrence A. Zimmerman(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,393 50,066
(1) As of March 31, 2015 and 2016, Mr. Bingham also held an interest in 22,788 and 25,628 contingent share
bonus awards, respectively, which are not included in the totals above. As of March 31, 2015 and 2016
Messrs. Capellas, Onetto, Schulman, Shih, Tan, Watkins and Zimmerman each held interests in 13,673 and
16,309 contingent share bonus awards, respectively, which are not included in the totals above. The
contingent share bonus awards for each year vest on the date immediately prior to the date of the Parent’s
2015 and 2016 annual general meetings, respectively.
(2) As of March 31, 2015 and 2016, Mr. McNamara also held interests in 1,087,797 and 970,977 contingent
share bonus awards, respectively, which are not included in the totals above. These share bonus awards
comprise ordinary shares of the Parent to be allotted and issued pursuant to the 2010 Equity Incentive Plan
upon satisfaction of the terms and conditions set by the committee administering the plans upon the grant of
such contingent share bonus awards.
(3) As of March 31, 2015 and 2016, Mr. McNamara also held interests in 1,465,297 and 1,174,801 share bonus
awards, which are not included in the totals above, where vesting is contingent upon meeting certain
performance or market criteria.
Options to acquire ordinary shares, no par value, in Flextronics International Ltd.
As of March 31, As of March 31,
Name 2015 2016 Exercise Price Exercisable Period
Michael M. McNamara . . . . . . . . . . . 3,000,000 —
700,000 466,667
1,519,699 —
2,000,000 —
2,000,000 —
2,000,000 —
Willy Chao-Wei Shih, Ph.D . . . . . . . 25,000 25,000
$12.37 05.13.05 to 05.13.15
$11.23 04.17.06 to 04.17.16
$10.59 06.02.08 to 06.02.15
$10.59 06.02.08 to 06.02.15(1)
$ 2.26 12.05.08 to 12.05.15
$ 1.94 03.02.09 to 03.02.16
$11.00 01.10.08 to 01.10.18
(1) This option grant to Michael M. McNamara was not exercisable unless it was both vested and the stock
price was equal to or greater than $12.50 on the exercise date.
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Other than as disclosed above, no other directors of the Parent had an interest in any shares, debentures or
share options of the Parent or related corporations either at the beginning or the end of the financial year as
recorded in the register of directors’ shareholdings kept by the Parent under section 164 of the Singapore
Companies Act, Chapter 50.
Share Option and Award Plans (Schemes)
2010 Equity Incentive Plan
During the financial year ended March 31, 2011, the Parent began granting equity compensation awards
under the 2010 Equity Incentive Plan (the “2010 Plan”). Options issued to employees under the 2010 Plan
generally vest over four years and expire seven years from the date of grant. Options granted to non-employee
directors expire five years from the date of grant. The exercise price of options granted to employees is
determined by the Parent’s Board of Directors or the Compensation Committee and may not be less than the
closing price of the Parent’s ordinary shares on the date of grant. During the financial year ended March 31,
2016, no options were granted under the 2010 Plan.
During the financial year ended March 31, 2016, share bonus awards for a total of 7,619,722 ordinary
shares in the Parent were granted under the 2010 Plan at market values equal to the closing price of the Parent’s
ordinary shares on the date of grant ranging from $9.35 to $14.96, and a weighted-average grant-date market
value of $12.23. Upon the satisfaction of prescribed time-based, performance based, and/or market-based vesting
conditions, ordinary shares in the Parent will be issued, free of payment, to the participants. There is no exercise
price payable.
During the financial year ended March 31, 2016, a total of 10,006,774 ordinary shares in the Parent were
issued by virtue of the exercise of options under the 2010 Plan. As of March 31, 2016, the number and class of
unissued shares, under the 2010 Plan underlying the options was 2,369,636 ordinary shares, net of cancellation
of options for 3,616,484 ordinary shares during the financial year 2016.
For all the Parent’s options under the 2010 Plan, the expiration dates range from April 2016 to
November 2021.
During the financial year ended March 31, 2016, a total of 8,529,378 ordinary shares in the Parent were
issued by virtue of the vesting of share bonus awards granted under the 2010 Plan. As of March 31, 2016, the
number and class of unissued shares comprised in share bonus awards granted under the 2010 Plan was
17,000,076 ordinary shares, net of cancellation of share bonus awards for 1,083,520 ordinary shares during the
financial year 2016.
For all the Parent’s share bonus awards under the 2010 Plan, the expiration dates range from April 2016 to
March 2026.
Holders of options granted under the 2010 Plan have no rights to participate, by virtue of such options, in
any share issuances of any other company.
2014 NEXTracker Incentive Equity Plan
During the financial year ended March 31, 2016, in conjunction with the acquisition of NEXTracker Inc.
(“NEXTracker”), the Parent assumed all of the outstanding unvested share bonus awards and outstanding,
unvested options to purchase shares of common stock of NEXTracker, and converted all these awards and
options into awards and options over ordinary shares of the Parent. As a result, the Parent granted equity
compensation awards under an additional equity compensation plan as of March 31, 2016, the 2014 NEXTracker
Equity Incentive Plan (the “NEXTracker Plan”). Options issued to employees under the NEXTracker Plan
generally have a vesting period of two to four years from vesting commencement date and expire ten years from
the date of grant. The exercise price of options granted to employees was determined by the Parent based on a
conversion rate agreed upon in the purchase agreement of NEXTracker.
During the financial year ended March 31, 2016, options for a total of 3,205,806 ordinary shares in the
Parent, were deemed granted under the NEXTracker Plan with an exercise price ranging from $0.08 to $10.65,
and a weighted-average exercise price of $3.28.
S-4
The expiration for all of the Parent’s options deemed granted under the NEXTracker Plan is on
September 2025.
During the financial year ended March 31, 2016, share bonus awards for a total of 2,393,195 ordinary
shares in the Parent were deemed granted under the NEXTracker Plan at market values equal to the closing price
of the Parent’s ordinary shares on the date of grant of $10.27, and a weighted-average grant-date market value of
$10.27. Upon the satisfaction of prescribed time-based and/or performance based vesting conditions, ordinary
shares in the Parent will be issued, free of payment, to the participants. There is no exercise price payable.
During the financial year ended March 31, 2016, a total of 237,380 ordinary shares in the Parent were
issued by virtue of the exercise of options under the NEXTracker Plan. As of March 31, 2016, the number and
class of unissued shares underlying the options, under the NEXTracker Plan, was 2,741,854 ordinary shares, net
of cancellation of options for 226,572 ordinary shares during the financial year 2016.
During the financial year ended March 31, 2016, a total of 31,925 ordinary shares in the Parent were issued
by virtue of the vesting of share bonus awards granted under the NEXTracker Plan. As of March 31, 2016, the
number and class of unissued shares comprised in share bonus awards granted under the NEXTracker Plan was
2,309,096 ordinary shares, net of cancellation of share bonus awards for 52,174 ordinary shares during the
financial year 2016.
The expiration for all of the Parent’s share bonus awards deemed granted under the NEXTracker Plan is on
September 2025.
Holders of options granted under the NEXTracker Plan have no rights to participate, by virtue of such
options, in any share issuances of any other company.
Auditors
The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.
On Behalf of the Board of Directors
/s/ H. RAYMOND BINGHAM
/s/ MICHAEL M. MCNAMARA
Director
Singapore
May 20, 2016
Director
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S-5
Independent Auditors’ Report to the Members of Flextronics International Ltd.
Report on the Financial Statements
We have audited the accompanying Consolidated Financial Statements of Flextronics International Ltd. and
its subsidiaries (the “Company”) and the Supplementary Financial Statements of Flextronics International Ltd.
(the “Parent”) which comprise the balance sheets of the Company and Parent as at March 31, 2016, the
statement of operations, statement of comprehensive income, statement of shareholders’ equity, statement of cash
flows of the Company for the year then ended, and a summary of significant accounting policies and other
explanatory information, as set out on pages S-8 to S-80.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the provisions of Singapore Companies Act (the “Act”) and accounting principles generally
accepted in the United States of America (the use of which is approved by the Accounting and Corporate
Regulatory Authority of Singapore) and for devising and maintaining a system of internal accounting controls
sufficient to provide reasonable assurance that assets are safeguarded against loss from unauthorized use or
disposition; and transactions are properly authorized and that they are recorded as necessary to permit the
preparation of true and fair financial statements and to maintain accountability of assets.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that
give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.
Basis for Qualified Opinion
The Parent accounted for investments in subsidiary corporations using the equity method. Under this
method, the Parent’s investments in subsidiary corporations are reported as a separate line in the Parent’s balance
sheet. Accounting principles generally accepted in the United States of America require that these investments be
consolidated rather than reported using the equity method.
S-6
Qualified Opinion
Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion
the Consolidated Financial Statements of the Company and the balance sheet of the Parent are properly drawn up
in accordance with the provisions of the Act and accounting principles generally accepted in the United States of
America so as to give a true and fair view of the financial position of the Company and of the Parent as at
March 31, 2016 and of the financial performance, changes in equity and cash flows of the Company for the year
ended on that date.
Other Matters
The accompanying Consolidated Financial Statements of the Company as at March 31, 2016, and for the
year then ended, have been included in the Annual Report for the financial year ended March 31, 2016 filed with
the United States Securities and Exchange Commission. Together with the Supplementary Financial Statements
of the Parent, these Consolidated Financial Statements have been reproduced for the purpose of filing with the
Accounting and Corporate Regulatory Authority of Singapore.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by
those subsidiary corporations in Singapore of which we are the auditors have been properly kept in accordance
with the provisions of the Act.
Public Accountants and
Chartered Accountants
Singapore
May 20, 2016
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S-7
FLEXTRONICS INTERNATIONAL LTD.
CONSOLIDATED BALANCE SHEETS
As of March 31,
2016 2015
(In thousands, except share
amounts)
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,607,570 $ 1,628,408
Accounts receivable, net of allowance for doubtful accounts (Note 2) . . . . . . . . 2,044,757 2,337,515
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,491,656 3,488,752
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,171,143 1,286,225
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,315,126 8,740,900
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,257,633 2,092,167
Goodwill and other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,345,820 415,175
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466,402 404,649
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12,384,981
$11,652,891
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt . . . . . . . . . . . . . . . . . . . $ 65,166 $ 45,030
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,248,292 4,561,194
Accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 353,547 339,739
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,905,200 1,809,128
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,572,205 6,755,091
Long-term debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,709,389 2,025,970
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 497,857 475,580
Commitments and contingencies (Note 12)
Shareholders’ equity
Flextronics International Ltd. Shareholders’ equity
Ordinary shares, no par value; 595,062,966 and 613,562,761 issued, and
544,823,611 and 563,323,406 outstanding as of March 31, 2016 and
2015, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,987,214 7,265,827
Treasury stock, at cost; 50,239,355 shares as of March 31, 2016 and 2015,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (388,215) (388,215)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,892,212) (4,336,293)
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (135,915) (180,505)
Total Flextronics International Ltd. shareholders’ equity . . . . . . . . . . . . . . . . 2,570,872 2,360,814
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,658 35,436
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,605,530 2,396,250
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$12,384,981
$11,652,891
The accompanying notes are an integral part of these consolidated financial statements.
S-8
FLEXTRONICS INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands, except per share amounts)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$26,108,607
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,810,824 24,602,576 24,609,738
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 58,648
$26,147,916
$24,418,885
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,608,061 1,545,340 1,440,221
Selling, general and administrative expenses . . . . . . . . . . . . . 954,890 844,473 874,796
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,965 32,035 28,892
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 16,663
Other charges (income), net . . . . . . . . . . . . . . . . . . . . . . . . . . 47,738 (53,233) 57,512
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,793 51,410 61,904
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . 454,675 670,655 400,454
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,594 69,854 34,860
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 444,081
$ 600,801
$ 365,594
Earnings per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 0.80
$ 1.04
$ 0.60
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 0.79
$ 1.02
$ 0.59
Weighted-average shares used in computing per share
amounts:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 557,667 579,981 610,497
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564,869 591,556 623,479
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The accompanying notes are an integral part of these consolidated financial statements.
S-9
FLEXTRONICS INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
$600,801
$444,081
$365,594
Foreign currency translation adjustments, net of zero tax . . . 17,846 (18,932) (34,683)
Unrealized gain (loss) on derivative instruments and other,
net of zero tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,744 (35,417) (13,992)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$488,671
$546,452
$316,919
The accompanying notes are an integral part of these consolidated financial statements.
S-10
FLEXTRONICS INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Accumulated Other
Comprehensive Loss
Ordinary Shares
Loss on Foreign
Derivative Currency
Unrealized
Total
Total
Accumulated
Other
Flextronics
International
Ltd.
Total
Shares Accumulated Instruments Translation Comprehensive Shareholders’ Noncontrolling Shareholders’
Outstanding Amount Deficit and Other Adjustments
Loss
Equity Interests
Equity
(In thousands)
BALANCE AT
MARCH 31, 2013 . . . . . . . . . .
638,920
$7,626,927 $(5,302,688) $(18,857)
$ (58,624)
$ (77,481) $2,246,758
$ — $2,246,758
Repurchase of
Flextronics International Ltd.
ordinary shares at cost . . . . . . .
(59,546)
(468,847)
— — — — (468,847) — (468,847)
Exercise of stock options . . . . . . . .
6,572
28,140
— — — — 28,140 — 28,140
Issuance of Flextronics
International Ltd. vested
shares under share bonus
awards . . . . . . . . . . . . . . . . . . .
5,481
Issuance of subsidiary shares . . . . .
Net income . . . . . . . . . . . . . . . . . . .
Stock-based compensation,
net of tax . . . . . . . . . . . . . . . . .
Total other comprehensive loss . . .
BALANCE AT
—
—
—
—
—
—
—
40,080
—
— — — — — — —
— — — — — 38,650 38,650
365,594 — — — 365,594 (380) 365,214
— — — — 40,080 359 40,439
— (13,992) (34,683) (48,675) (48,675) — (48,675)
MARCH 31, 2014 . . . . . . . . . .
591,427
7,226,300
(4,937,094) (32,849) (93,307) (126,156) 2,163,050 38,629 2,201,679
Repurchase of
Flextronics International Ltd.
ordinary shares at cost . . . . . . .
(38,951)
(421,687)
— — — — (421,687) — (421,687)
Exercise of stock options . . . . . . . .
3,601
23,497
— — — — 23,497 11 23,508
Issuance of Flextronics
International Ltd. vested
shares under share bonus
awards . . . . . . . . . . . . . . . . . . .
7,246
Issuance of subsidiary shares . . . . .
Net income . . . . . . . . . . . . . . . . . . .
Stock-based compensation,
net of tax . . . . . . . . . . . . . . . . .
Total other comprehensive loss . . .
BALANCE AT
—
—
—
—
—
—
—
49,502
—
— — — — — — —
— — — — — 300 300
600,801 — — — 600,801 (4,272) 596,529
— — — — 49,502 768 50,270
— (35,417) (18,932) (54,349) (54,349) — (54,349)
MARCH 31, 2015 . . . . . . . . . .
563,323
6,877,612
(4,336,293) (68,266) (112,239) (180,505) 2,360,814 35,436 2,396,250
Repurchase of
Flextronics International Ltd.
ordinary shares at cost . . . . . . .
(37,314)
(412,819)
— — — — (412,819) — (412,819)
Exercise of stock options . . . . . . . .
10,244
61,278
— — — — 61,278 486 61,764
Issuance of Flextronics
International Ltd. vested
shares under share bonus
awards . . . . . . . . . . . . . . . . . . .
8,570
Premium on acquired equity plan . .
Net income . . . . . . . . . . . . . . . . . . .
Stock-based compensation,
net of tax . . . . . . . . . . . . . . . . .
Total other comprehensive income . .
BALANCE AT
—
—
—
—
—
799
—
72,129
—
— — — — — — —
— — — — 799 — 799
444,081 — — — 444,081 (6,715) 437,366
— — — — 72,129 5,451 77,580
— 26,744 17,846 44,590 44,590 — 44,590
MARCH 31, 2016 . . . . . . . . . .
544,823
$6,598,999 $(3,892,212) $(41,522)
$ (94,393) $(135,915) $2,570,872 $34,658 $2,605,530
The accompanying notes are an integral part of these consolidated financial statements.
S-11
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FLEXTRONICS INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by
$ 444,081
$ 600,801
$ 365,594
operating activities:
Depreciation, amortization and other impairment charges . . . 515,367 540,490 464,543
Provision for doubtful accounts (Note 2) . . . . . . . . . . . . . . . . 72,295 650 2,029
Non-cash other loss (income) . . . . . . . . . . . . . . . . . . . . . . . . . 24,521 (21,278) (20,753)
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,580 50,270 40,439
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (64,346) (59,261) (36,261)
Changes in operating assets and liabilities, net of
acquisitions:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317,946 316,773 (592,346)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,790 72,660 (758,846)
Other current and noncurrent assets . . . . . . . . . . . . . . . . . (2,704) 125,218 (165,760)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (365,051) (176,941) 1,117,449
Other current and noncurrent liabilities . . . . . . . . . . . . . . 31,966 (655,348) 800,372
Net cash provided by operating activities . . . . . . . . . . . 1,136,445 794,034 1,216,460
Cash flows from investing activities:
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . (510,634) (347,413) (609,643)
Proceeds from the disposition of property and equipment . . . 13,676 107,689 94,640
Acquisition and divestiture of businesses, net of cash
acquired and cash held in divested business . . . . . . . . . . . . (910,787) (66,854) (233,432)
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . 11,369 64,362 (35,497)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . (1,396,376) (242,216) (783,932)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt . . . . . . . 884,702 319,542 1,066,653
Repayments of bank borrowings and long-term debt . . . . . . . (190,221) (344,156) (537,580)
Payments for early retirement of long-term debt . . . . . . . . . . — — (544,840)
Payments for repurchases of ordinary shares . . . . . . . . . . . . . (420,317) (415,945) (475,314)
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . 61,278 23,508 28,140
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . (85,800) (98,966) 52,149
Net cash provided by (used in) financing activities . . . . . . 249,642 (516,017) (410,792)
Effect of exchange rates on cash . . . . . . . . . . . . . . . . . . . . . . . . . (10,549) (1,121) (15,095)
Net change in cash and cash equivalents . . . . . . . . . . . . . . . . (20,838) 34,680 6,641
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . 1,628,408 1,593,728 1,587,087
Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . .
$ 1,607,570
$1,628,408
$1,593,728
The accompanying notes are an integral part of these consolidated financial statements.
S-12
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION OF THE COMPANY
Flextronics International Ltd. (“Flex” 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, engineering,
manufacturing, and supply chain services and solutions that span from sketch to scaletm; 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
segments: High Reliability Solutions (“HRS”), which is comprised of medical business including consumer health,
digital health, disposables, drug delivery, diagnostics, life sciences and imaging equipment; automotive business,
including vehicle electronics, connectivity, and clean technologies; and defense and aerospace businesses, focused
on commercial aviation, defense and military; Consumer Technologies Group (“CTG”), which includes mobile
devices business, including smart phones; consumer electronics business, including connected living, wearable
electronics including digital sport, game consoles, and connectivity devices; and high-volume computing business,
including various supply chain solutions for notebook personal computer (“PC”), tablets, and printers; in addition,
CTG group is expanding its business relationships to include supply chain optimization for non-electronics
products such as shoes and clothing; Industrial and Emerging Industries (“IEI”), which is comprised of
semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation
and kiosks, energy and metering, and lighting; and Communications & Enterprise Compute (“CEC”), which was
formerly referred to as Integrated Network Solutions (“INS”), 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 networks; 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 the Company’s 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
Basis of Presentation and Principles of Consolidation
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 26, 2015 and June 27, 2014, respectively, and the
second fiscal quarter ended on September 25, 2015 and September 26, 2014, respectively. Amounts included in
the consolidated financial statements are expressed in U.S. dollars unless otherwise designated.
The accompanying consolidated financial statements include the accounts of Flex and its majority-owned
subsidiaries, after elimination of intercompany accounts and transactions. The Company consolidates its majority-
owned subsidiaries and investments in entities in which the Company has a controlling interest. For the
consolidated majority-owned subsidiaries in which the Company owns less than 100%, the Company recognizes a
noncontrolling interest for the ownership of the noncontrolling owners. As of March 31, 2016, the noncontrolling
interest has been included on the consolidated balance sheets as a component of total shareholders’ equity. The
associated noncontrolling owners’ interest in the income or losses of these companies is classified as a component
of interest and other, net, in the consolidated statements of operations.
The Company has certain non-majority-owned equity investments in non-publicly traded companies that
are accounted for using the equity method of accounting. The equity method of accounting is used when the
Company has the ability to significantly influence the operating decisions of the issuer, or if the Company has
an ownership percentage of a corporation equal to or generally greater than 20% but less than 50%, and for
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
non-majority-owned investments in partnerships when generally greater than 5%. The equity in earnings
(losses) of equity method investees are immaterial for all of the periods presented, and are included in interest
and other, net in the condensed consolidated statements of operations.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America (“U.S. GAAP” or “GAAP”) requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are
used in accounting for, among other things: allowances for doubtful accounts; inventory write-downs; valuation
allowances for deferred tax assets; uncertain tax positions; valuation and useful lives of long-lived assets including
property, equipment, intangible assets and goodwill; asset impairments; fair values of financial instruments including
investments, notes receivable and derivative instruments; restructuring charges; contingencies; fair values of assets
obtained and liabilities assumed in business combinations and the fair values of stock options and share bonus awards
granted under the Company’s stock-based compensation plans. Actual results may differ from previously estimated
amounts, and such differences may be material to the consolidated financial statements. Estimates and assumptions
are reviewed periodically, and the effects of revisions are reflected in the period they occur.
Translation of Foreign Currencies
The financial position and results of operations for certain of the Company’s 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. Non-functional currency transaction gains and losses, and re-measurement adjustments were not 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 recognized research and development costs primarily
related to its design and innovations businesses of $75.5 million, $35.2 million, and $30.0 million for the fiscal
years ended March 31, 2016, 2015 and 2014, respectively.
Concentration of Credit Risk
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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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
Customer Credit Risk
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.
The following table summarizes the activity in the Company’s allowance for doubtful accounts during fiscal
years 2016, 2015 and 2014:
Balance at Charged to Balance at
Beginning Costs and Deductions/ End of
of Year Expenses Write-Offs Year
(In thousands)
Allowance for doubtful accounts:
Year ended March 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,877 $ 2,029 $ (7,377) $ 5,529
Year ended March 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,529 $ 650 $ (1,645) $ 4,534
Year ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,534 $72,295 $(12,221) $64,608
On April 21st, 2016, one of the Company’s customers, SunEdison Inc. (together with certain of its
subsidiaries, “SunEdison”), filed a petition for reorganization under bankruptcy law. For the fiscal year ended
March 31, 2016, the Company recognized a bad debt reserve charge of $61.0 million associated with its
outstanding SunEdison receivables, and another charge of $10.5 million relating to a separate distressed customer
which was also written-off during the year.
One customer (including net sales from its current and former parent companies, through the dates of their
respective ownership), which is within the Company’s CTG segment, accounted for approximately 11%, 17%,
and 13% of the Company’s net sales in fiscal years 2016, 2015 and 2014, respectively, and approximately 11%
and 15% of the Company’s total accounts receivable balances in fiscal years 2016 and 2015, respectively. Another
customer included in the Company’s CEC segment, accounted for approximately 11% of the Company’s total
accounts receivable balance in fiscal year 2016.
The Company’s ten largest customers accounted for approximately 46%, 50% and 52%, of its net sales in
fiscal years 2016, 2015 and 2014, respectively.
Derivative Instruments
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.
Cash and Cash Equivalents
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.
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.
Cash and cash equivalents consisted of the following:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
As of March 31,
2016 2015
(In thousands)
$ 953,549
Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Money market funds and time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,074,132 674,859
$ 533,438
$1,607,570
$1,628,408
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,
2016 2015
(In thousands)
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,330,428
Work-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561,282 557,786
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 695,862 600,538
$2,234,512
$3,491,656
$3,488,752
Property and Equipment, Net
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:
Depreciable
Life As of March 31,
(In Years) 2016 2015
(In thousands)
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture, fixtures, computer equipment and software . . . . . . . . . . . .
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 - 10 $ 3,187,590 $ 2,928,903
30 1,144,798 1,067,837
up to 30 397,340 459,926
3 - 7 477,203 440,878
— 127,927 123,633
— 178,851 140,786
Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . .
5,513,709 5,161,963
(3,256,076) (3,069,796)
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2,257,633 $ 2,092,167
Total depreciation expense associated with property and equipment amounted to approximately $425.7 million,
$496.8 million and $424.8 million in fiscal years 2016, 2015 and 2014, respectively.
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 determined by comparing its carrying amount to the lowest level of identifiable projected
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
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.
Deferred Income Taxes
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.
Accounting for Business and Asset Acquisitions
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 and Other Intangible Assets
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. 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 CEC and concluded these same four segments also
represented its reporting units. The Company assessed that there was no change to its reporting units in fiscal year
2016 and performed its goodwill impairment assessment on January 1, 2016, and did not elect to perform the
qualitative “Step Zero” assessment. Instead, the Company performed a quantitative assessment of its goodwill 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
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, 2016 (in thousands):
HRS
CTG
IEI
CEC Total
— $ — $ — $
Balance, as of March 31, 2014 . . . . . . . . . . . $
— $292,758
Additions(1) . . . . . . . . . . . . . . . . . . . . . . . . — — — — 36,467
Purchase accounting adjustments(2) . . . . . — — — — 8,651
Foreign currency translation adjustments . — — — — (3,393)
Balance, as of December 31, 2014(3) . . . . . 93,990 68,234 64,221 108,038 334,483
Purchase accounting adjustments(2) . . . . . (656) — — — (656)
Foreign currency translation adjustments . (196) — — — (196)
Balance, as of March 31, 2015 . . . . . . . . . . . 93,138 68,234 64,221 108,038 333,631
Additions(1) . . . . . . . . . . . . . . . . . . . . . . . . 340,610 — 258,582 3,655 602,847
Purchase accounting adjustments(2) . . . . . 125 — — — 125
Foreign currency translation adjustments . 5,463 — — — 5,463
Balance, as of March 31, 2016 . . . . . . . . . . . $439,336 $68,234 $322,803 $111,693 $942,066
(1) The goodwill generated from the Company’s business combinations completed during the fiscal years 2016 and 2015
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.
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.
(2)
(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, 2016 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, both customer-related intangible
assets and licenses and other intangible assets are amortized on a straight line basis, over a period of up to ten
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:
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
As of March 31, 2016 As of March 31, 2015
Gross
Carrying
Amount
Net Gross Net
Accumulated Carrying Carrying Accumulated Carrying
Amortization Amount Amount Amortization Amount
(In thousands)
Intangible assets:
Customer-related intangibles . . .
Licenses and other intangibles . .
Total . . . . . . . . . . . . . . . . . . . .
$223,046
285,053
$508,099
$ (66,473) $156,573 $133,853 $(80,506) $53,347
(37,872) 247,181 39,985 (11,788) 28,197
$(104,345) $403,754 $173,838 $(92,294) $81,544
The gross carrying amounts of intangible assets are removed when fully amortized. During fiscal year 2016,
the gross carrying amounts of fully amortized intangible assets totaled $51.7 million. During the year ended
March 31, 2016, the total value of intangible assets increased primarily in connection with the Company’s
acquisitions of Mirror Controls International (“MCi”) and NEXTracker Inc. (“NEXTracker”). The MCi
acquisition contributed an additional $75.5 million in customer-related intangible assets, and $161.3 million in
licenses and other intangible assets, and the NEXTracker acquisition contributed an additional $47.3 million in
customer-related intangible assets and $61.4 million in licenses and other intangible assets. Total intangible asset
amortization expense recognized in operations during fiscal years 2016, 2015 and 2014 was $66.0 million,
$32.0 million and $28.9 million, respectively. As of March 31, 2016, the weighted-average remaining useful lives
of the Company’s intangible assets were approximately 6.8 years and 7.5 years for customer-related intangibles,
and licenses and other intangible assets, respectively. The estimated future annual amortization expense for
acquired intangible assets is as follows:
Fiscal Year Ending March 31, Amount
(In thousands)
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 76,921
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,474
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,844
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,252
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,961
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118,302
Total amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$403,754
Derivative Instruments and Hedging Activities
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 Inter-bank Offering 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
Other current assets include approximately $501.1 million and $600.7 million as of March 31, 2016 and
2015, 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
Also included in other current assets is the value of certain assets purchased on behalf of a customer and
financed by a third party banking institution in the amounts of $83.6 million and $169.2 million as of March 31,
2016 and 2015, respectively, as further described in note 17. Additionally, other current assets as of March 31, 2016
includes an amount of $36.7 million relating to these assets that have been sold to third parties but not yet collected.
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 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 comparable company multiples and discounted cash flow projections.
As of March 31, 2016 and 2015, the Company’s equity investments in non-majority owned companies
totaled $122.9 million and $87.0 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
Other current liabilities include customer working capital advances of $253.7 million and $189.6 million,
customer-related accruals of $479.5 million and $454.8 million, and deferred revenue of $332.3 million and
$272.6 million as of March 31, 2016 and 2015, 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 also included the outstanding balances due to the third party
banking institution related to the financed equipment discussed above of $122.0 million and $197.7 million as of
March 31, 2016 and 2015, 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.
Recently Adopted Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance which eliminates
the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains
significant influence over a previously held investment. The Company has elected to early adopt this new
guidance during the fourth quarter of fiscal year 2016 on a prospective basis as permitted under the new
guidance, and the impact was not material.
In November 2015, the FASB issued new guidance to eliminate the requirement for companies to separate
deferred income tax assets and liabilities into current and noncurrent amounts on the balance sheet. Instead,
companies will be required to classify all deferred tax liabilities and assets as noncurrent. The Company elected
to early adopt this new guidance during the third quarter of fiscal year 2016 on a prospective basis as permitted
under the new guidance, resulting in the reclassification of $66.3 million of deferred income tax assets and
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
$9.1 million of deferred income tax liabilities from current into noncurrent as of March 31, 2016. Prior periods
were not retrospectively adjusted.
In September 2015, the FASB issued new guidance to simplify the accounting for adjustments made to
provisional amounts recognized in a business combination. Under previous guidance, the acquirer retrospectively
adjusted the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill,
and would have to revise comparative information for prior periods presented in financial statements as needed.
The update requires an entity to present separately on the face of the income statement or disclose in the notes the
portion of the amount recorded in current-period earnings by line item that would have been recorded in previous
reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The
Company has elected to early adopt this new guidance which is effective for the Company beginning the third
quarter of fiscal year 2016, and the impact was not material.
In April 2015, the 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, with amortization of the costs being reported as
interest expense. The Company has elected to early adopt during the fourth quarter of fiscal year 2016, and
retrospectively adjusted all prior balance sheets presented. As a result of the adoption, $12.7 million of debt
issuance costs associated with the Company’s bank borrowings and long-term debt as of March 31, 2015, were
reclassified from other noncurrent assets, to short-term and long-term debt in the consolidated balance sheet.
Recently Issued Accounting Pronouncements
In March 2016, the FASB issued new guidance intended to reduce the cost and complexity of the accounting
for share-based payments. The new guidance simplifies various aspects of the accounting for share-based
payments including income tax effects, withholding requirements and forfeitures. The Company will be required
to adopt the new guidance beginning with the first quarter of fiscal year 2018, with early adoption permitted. The
Company is currently assessing the impact of this update and the timing of adoption.
In February 2016, the FASB issued new guidance intended to improve financial reporting on leasing
transactions. The new lease guidance will require entities that lease assets to recognize on the balance sheet
the assets and liabilities for the rights and obligations created by those leases with lease terms of more than
12 months. The guidance will also enhance existing disclosure requirements relating to those leases. The Company
will be required to adopt the new lease guidance beginning with the first quarter of fiscal year 2020, with early
adoption permitted. Upon initial evaluation, the Company believes the new guidance will have a material impact on
its consolidated balance sheets when adopted. The Company is currently assessing the timing of adoption.
In July 2015, the FASB issued new guidance to simplify the measurement of inventory, by requiring that
inventory be measured at the lower of cost and net realizable value. Prior to the issuance of the new guidance,
inventory was measured at the lower of cost or market. This guidance is effective for the Company beginning in
the first quarter of fiscal year 2018, with early application permitted as of the beginning of an interim or annual
reporting period. The Company is currently assessing the impact of this update and the timing of adoption.
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 July 2015, the FASB deferred the effective date of the
standard by a year, and as a result, the guidance is effective for the Company beginning in the first quarter of fiscal
year 2019. The Company has assessed that the impact of the new guidance will result in a change of the Company’s
revenue recognition model from “point in time” upon physical delivery to an “over time” model and believes this
transition will have a material impact on the Company’s consolidated financial statements upon adoption.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION
Equity Compensation Plans
The Company’s primary plan used for granting equity compensation awards is the 2010 Equity Incentive
Plan (the “2010 Plan”).
During fiscal year 2016, in conjunction with the acquisition of NEXTracker, the Company assumed all of the
outstanding, unvested share bonus awards and outstanding, unvested options to purchase shares of common stock of
NEXTracker, and converted all these shares into Flex awards. As a result, the Company offers an additional equity
compensation plan as of March 31, 2016, the 2014 NEXTracker Equity Incentive Plan (the “NEXTracker Plan”).
Further, during fiscal year 2016, the Company granted equity compensation awards under a third plan, the
2013 Elementum Plan (the “Elementum Plan”), which is administered by Elementum SCM (Cayman) Limited
(“Elementum”), a majority owned subsidiary of the Company.
Share-Based Compensation Expense
The following table summarizes the Company’s share-based compensation expense for all Equity Incentive
Plans:
Fiscal Year Ended March 31,
(In thousands)
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . .
$ 8,986 $ 7,503 $ 6,540
68,594 42,767 33,899
Total share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . .
$77,580 $50,270 $40,439
2016 2015 2014
As required by the authoritative guidance for stock-based compensation, management made an estimate of
expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest. When
estimating forfeitures, the Company considers voluntary termination behavior as well as an analysis of actual
forfeitures.
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 2016, 2015 and 2014, the Company did not recognize any excess tax
benefits as a financing cash inflow.
The 2010 Equity Incentive Plan
As of March 31, 2016, the Company had approximately 27.1 million shares available for grant under the
2010 Plan. Options issued to employees under the 2010 Plan generally vest over four years and expire seven years
from the date of grant. Options granted to non-employee directors expire five years from the date of grant.
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.
As of March 31, 2016, the total unrecognized compensation cost, net of estimated forfeitures, related to
unvested share options granted to employees under the 2010 Plan was not significant and will be amortized on a
straight-line basis over a weighted-average period of approximately 2.3 years, adjusted for estimated forfeitures.
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 employment.
Vesting for certain share bonus awards is contingent upon both service and market conditions. Further,
vesting for certain share bonus awards granted to certain executive officers is contingent upon meeting certain
free cash flow targets.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
As of March 31, 2016, the total unrecognized compensation cost related to unvested share bonus awards
granted to employees was approximately $97.9 million, net of estimated forfeitures, under the 2010 Plan. These
costs will be amortized generally on a straight-line basis over a weighted-average period of approximately
2.5 years, adjusted for estimated forfeitures. Approximately $13.7 million of the unrecognized compensation cost
related to the 2010 Plan, net of estimated forfeitures, is related to share bonus awards granted to certain key
employees whereby vesting is contingent on meeting a certain market condition.
Determining Fair Value—Options and share bonus awards
Valuation and Amortization Method—The Company estimates the fair value of share options 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.
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 Black-Scholes valuation method is
derived from a combination of implied volatility related to publicly traded options to purchase Flex ordinary
shares and historical variability in the Company’s periodic share price.
Expected Dividend—The Company has never paid dividends on its ordinary 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 years 2016 and 2014. The fair value of the
Company’s share options granted to employees for fiscal year 2015 was estimated using the following weighted-
average assumptions:
Fiscal Year Ended
March 31, 2015
Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3 years
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.9%
Expected dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0%
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3%
Weighted-average fair value $4.85
Options granted during fiscal year 2015 had contractual lives of seven years.
Determining Fair Value—Share bonus awards with service and market conditions
Valuation and Amortization Method—The Company estimates the fair value of share bonus 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 Flex—Volatility used in a Monte Carlo simulation is derived from the historical
volatility of Flex’s 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 2016, 2015 and 2014.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
Average peer volatility—Volatility used in a 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 the share bonus
awards granted in fiscal years 2016, 2015 and 2014.
Average Peer Correlation—Correlation coefficients were used to model the movement of Flex’s 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 2016, 2015 and 2014.
Expected Dividend and Risk-Free Interest Rate assumptions—Same methodology as discussed above.
The fair value of the Company’s share-bonus awards under the 2010 Plan, whereby vesting is contingent on
meeting certain market conditions, for fiscal years 2016, 2015 and 2014 was estimated using the following
weighted-average assumptions:
Fiscal Year Ended March 31,
2016 2015 2014
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average peer volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average peer correlation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26.0% 29.4% 35.9%
23.0% 25.9% 35.7%
0.6 0.6 0.4
0.0% 0.0% 0.0%
1.2% 0.9% 0.4%
Share-Based Awards Activity
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,
2016 2015 2014
Options
Price Options Price Options Price
Outstanding, beginning of fiscal year . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . .
15,992,894 $ 7.81 23,612,872 $ 8.57 34,405,564 $ 8.29
— 15,000 11.11 — —
6.10 (3,600,900) 6.53 (6,572,383) 4.28
12.23 (4,034,078) 13.17 (4,220,309) 12.93
—
(10,006,774)
(3,616,484)
Outstanding, end of fiscal year . . . . . . . . . .
2,369,636 $ 8.31 15,992,894 $ 7.81 23,612,872 $ 8.57
Options exercisable, end of fiscal year . . . .
2,359,527 $ 8.30 15,959,173 $ 7.81 23,373,101 $ 8.58
The aggregate intrinsic value of options exercised under the Company’s 2010 Plan (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) was $55.3 million, $16.3 million
and $24.7 million during fiscal years 2016, 2015 and 2014, respectively.
Cash received from option exercises under the 2010 Plan was $61.1 million, $23.5 million and $28.1 million
for fiscal years 2016, 2015 and 2014, respectively.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
The following table presents the composition of options outstanding and exercisable under the 2010 Plan as
of March 31, 2016:
Options Outstanding Options Exercisable
Weighted
Average
Remaining Weighted
Number of Contractual Average Number of
Shares Life Exercise Shares
Range of Exercise Prices Outstanding (In Years) Price Exercisable
Weighted
Average
Remaining Weighted
Contractual Average
Life Exercise
(In Years) Price
$ 5.55 1,148,421
$1.94 - $5.75 . . . . . . . . . . . . . . . . . . . 1,148,421 0.40
$5.87 - $7.07 . . . . . . . . . . . . . . . . . . . 40,002 1.55 6.55 37,521
$7.08 - $10.59 . . . . . . . . . . . . . . . . . . 323,646 1.76 8.25 323,646
$10.67 - $11.41 . . . . . . . . . . . . . . . . . 549,067 0.34 11.23 541,439
$11.53 - $13.98 . . . . . . . . . . . . . . . . . 273,500 0.50 13.37 273,500
$14.34 - $23.02 . . . . . . . . . . . . . . . . . 35,000 0.42 15.95 35,000
$ 5.55
0.40
1.41 6.54
1.76 8.25
0.27 11.23
0.50 13.37
0.42 15.95
$1.94 - $23.02 . . . . . . . . . . . . . . . . . . 2,369,636 0.60
$ 8.31 2,359,527
0.59
$ 8.30
Options vested and expected to vest . 2,368,361 0.60
$ 8.31
As of March 31, 2016 the aggregate intrinsic value for options outstanding, options vested and expected to
vest (which includes adjustments for expected forfeitures), and options exercisable under the Company’s 2010
Plan, were $9.4 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,
2016 for the approximately 2.1 million options that were in-the-money at March 31, 2016.
The following table summarizes the Company’s share bonus award activity under the 2010 Plan (“Price”
reflects the weighted-average grant-date fair value):
Fiscal Year Ended March 31,
2016 2015 2014
Shares
Price Shares Price Shares Price
Unvested share bonus awards outstanding,
beginning of fiscal year . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,993,252 $ 9.01 21,848,120 $ 7.32 21,807,069 $6.80
12.23 6,963,125 11.75 8,978,941 8.07
7,619,722
7.93 (7,246,056) 6.97 (5,481,153) 6.66
(8,529,378)
9.67 (2,571,937) 7.70 (3,456,737) 7.07
(1,083,520)
Unvested share bonus awards outstanding,
end of fiscal year . . . . . . . . . . . . . . . . . . . .
17,000,076 $10.77 18,993,252 $ 9.01 21,848,120 $7.32
Of the 7.6 million unvested share bonus awards granted under the 2010 Plan in fiscal year 2016,
approximately 0.2 million have an average grant date price of $12.10 per share and represents the target amount
of grants made to certain executive officers whereby vesting is contingent on meeting certain free cash flow
targets. These awards ultimately vest over a range from zero up to a maximum of 0.4 million of the target
payment based on a measurement of cumulative three-year increase of free cash flow from operations of the
Company, and will cliff vest after a period of three-years.
Another 0.2 million of unvested share bonus awards granted in fiscal year 2016 have an average grant date
price of $12.06 per share and represents the target amount of grants made to certain employees whereby vesting is
contingent on meeting certain operating profit targets. These awards ultimately vest over a range from zero up to
a maximum of 0.4 million of the target payments based on the operating profit achievements of a certain business
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
unit of the Company over a four-year period. The vesting will begin on March 31, 2016 and occur every year over
a period of four years contingent on meeting the agreed targets.
Further, 0.7 million of unvested share bonus awards granted in fiscal year 2016 represents the target amount
of grants made to certain key employees whereby vesting is contingent on certain market conditions. The average
grant date fair value of these awards was estimated to be $14.96 per award and was calculated using a Monte
Carlo simulation. Vesting information of these shares are further detailed in the table below.
Of the 17.0 million unvested share bonus awards outstanding under the 2010 Plan as of the fiscal year ended
2016, approximately 3.2 million of unvested share bonus awards under the 2010 Plan 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
of awards as of
March 31, 2016 fair value
Average
grant date
Range of shares that
may be issued
(in shares) (per share) Market condition Minimum Maximum Assessment dates
$14.96 Vesting ranges from zero to 200% — 1,453,990
726,995
May 2018
Year of grant
Fiscal 2016 . .
based on measurement of Flextronics’
total shareholder return against both
the Standard and Poor’s (“S&P”) 500
Composite Index and an Extended
Electronics Manufacturing
Services (“EMS”) Group Index.
Fiscal 2015 . .
based on measurement of Flextronics’
total shareholder return against both
the S&P 500 Composite Index and
an EMS Group Index.
Fiscal 2014 . .
based on measurement of Flextronics’
total shareholder return against
both the S&P 500 Composite Index
and an EMS Group Index.
Totals . . . . . .
3,243,742
1,810,000
706,747
$14.77 Vesting ranges from zero to 200% — 1,413,494
$ 9.36 Vesting ranges from zero to 200% — 3,620,000
6,487,484
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 2016, 2.2 million shares vested in connection with the remaining number of share bonus
awards with market conditions granted in fiscal year 2013, and 0.5 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 $103.2 million,
$79.0 million and $42.4 million during fiscal years 2016, 2015 and 2014, respectively, based on the closing price
of the Company’s ordinary shares on the date vested.
The 2014 NEXTracker Equity Incentive Plan
All shares granted during fiscal year 2016 under the NEXTracker plan are the result of the Company’s
conversion of all outstanding, unvested shares of NEXTracker into unvested shares of the Company, as part of the
acquisition. No additional grants will be made out of this plan in the future and therefore there are no shares
available for grant under the NEXTracker Plan as of March 31, 2016. Options issued to employees under the
NEXTracker Plan generally have a vesting period of two to four years from vesting commencement date and
expire ten years from the date of grant.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
The exercise price of options granted to employees was determined by the Company based on a conversion
rate agreed upon in the purchase agreement of NEXTracker.
As of March 31, 2016, the total unrecognized compensation cost, net of estimated forfeitures, related to
unvested share options granted to employees under the NEXTracker Plan was $18.2 million and will be amortized
on a straight-line basis over a weighted-average period of approximately 2.8 years, adjusted for estimated
forfeitures.
The Company also granted share bonus awards under the NEXTracker Plan. These share bonus awards vest
in installments over a three to five-year period from vesting commencement date, and unvested share bonus
awards are forfeited upon termination of employment. Vesting for certain of these share bonus awards is
contingent on meeting certain performance targets over a three-year period commencing October 1, 2015.
As of March 31, 2016, the total unrecognized compensation cost related to unvested share bonus awards
granted to employees was approximately $19.1 million under the NEXTracker Plan. These costs will be
amortized generally on a straight-line basis over a weighted-average period of approximately 2.4 years, adjusted
for estimated forfeitures.
Determining Fair Value
The fair value of the Company’s share options granted to employees under the NEXTracker Plan for fiscal
year 2016 was estimated using the following weighted-average assumptions:
Fiscal Year Ended
March 31, 2016
Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9 years
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.8%
Expected dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0%
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9%
Weighted-average fair value $7.76
Share-Based Awards Activity
The following is a summary of option activity for the NEXTracker Plan (“Price” reflects the weighted-
average exercise price):
Fiscal Year Ended March 31, 2016
Outstanding, beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Price
—
$ —
3,205,806 3.28
(237,380) 0.99
(226,572) 3.75
Outstanding, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,741,854
Options exercisable, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . .
223,869
$3.44
$4.95
Of the 3.2 million unvested share-based awards granted under the NEXTracker Plan in fiscal year 2016,
approximately 0.5 million of unvested share-based awards have an average grant date price of $7.76 per share and
represents the number of grants made to certain NEXTracker employees whereby the right to exercise is
contingent on meeting certain performance targets over a three-year period commencing October 1, 2015.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
The aggregate intrinsic value of options exercised under the NEXTracker plan (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) was $2.32 million as of March 31, 2016.
Cash received from option exercises under the NEXTracker Plan was $0.2 million for fiscal year 2016.
The following table presents the composition of options outstanding and exercisable under the NEXTracker
Plan as of March 31, 2016:
Options Outstanding Options Exercisable
Weighted
Average
Remaining Weighted
Number of Contractual Average Number of
Shares Life Exercise Shares
Range of Exercise Prices Outstanding (In Years) Price Exercisable
Weighted
Average
Remaining Weighted
Contractual Average
Life Exercise
(In Years) Price
$0.08 - $5.24 . . . . . . . . . . . . . . . . . . . 2,088,258 9.49
$ 1.19 129,376
$5.25 - $10.65 . . . . . . . . . . . . . . . . . . 653,596 9.49 10.65 94,493
9.49
$ 0.79
9.49 10.65
$0.08 - $10.65 . . . . . . . . . . . . . . . . . . 2,741,854 9.49
$ 3.44 223,869
9.49
$ 4.95
Options vested and expected to vest . . 2,741,854 9.49
$ 3.44
As of March 31, 2016 the aggregate intrinsic value, for options outstanding, options vested and expected to
vest (which includes adjustments for expected forfeitures), and options exercisable under the Company’s
NEXTracker Plan, were $23.6 million, $23.6 million, and $1.59 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, 2016 for the approximately 2.7 million options under the
NEXTracker Plan that were in-the-money at March 31, 2016.
The following table summarizes the Company’s share bonus award activity under the NEXTracker Plan
(“Price” reflects the weighted-average grant-date fair value):
Fiscal Year Ended
March 31, 2016
Shares Price
Unvested share bonus awards outstanding, beginning of fiscal year . . . . . . . . . . . . . . . . . — $ —
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,393,195 10.27
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31,925) 10.27
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (52,174) 10.27
Unvested share bonus awards outstanding, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . 2,309,096 $10.27
Of the 2.4 million unvested share bonus awards granted under the NEXTracker Plan as of the fiscal year
ended 2016, approximately 0.9 million of unvested shares bonus awards represents the target amount of grants
made to certain NEXTracker employees whereby vesting is contingent on meeting certain performance targets
over a three-year period commencing October 1, 2015.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
The total intrinsic value of share bonus awards vested under the Company’s NEXTracker Plan was $0.35 million
during fiscal year 2016, based on the closing price of the Company’s ordinary shares on the date vested.
The 2013 Equity Incentive Plan of Elementum SCM (Cayman) Ltd.
As of March 31, 2016 Elementum had approximately 5.4 million shares available for future grants under the
2013 Elementum Plan. Options to purchase shares in Elementum issued to employees under the Elementum Plan
have a vesting period of two to four years and expire ten years from the grant date. As of March 31, 2016 there
were 26.2 million of options outstanding at a weighted average exercise price of $0.35 per option. Cash received
from option exercises under the Elementum Plan was $0.5 million for fiscal year 2016. Total unrecognized
compensation expenses relating to stock options granted to certain employees under the Elementum Plan as of
March 31, 2016 is $5.2 million, and will be recognized over a weighted average period of 2.7 years.
4. EARNINGS PER SHARE
Basic earnings per share excludes 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 reflects 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.
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 per share:
Fiscal Year Ended March 31,
(In thousands, except per share amounts)
2016 2015 2014
Basic earnings per share:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares used in computation:
$444,081 $600,801 $365,594
Weighted-average ordinary shares outstanding . . . . . . . . . . . . . . . . . .
557,667 579,981 610,497
Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.80 $ 1.04 $ 0.60
Diluted earnings per share:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares used in computation:
Weighted-average ordinary shares outstanding . . . . . . . . . . . . . . . . . .
Weighted-average ordinary share equivalents from stock options
$444,081 $600,801 $365,594
557,667 579,981 610,497
and awards (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,202 11,575 12,982
Weighted-average ordinary shares and ordinary share equivalents
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
564,869 591,556 623,479
Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.79 $ 1.02 $ 0.59
(1) Options to purchase ordinary shares of 2.0 million, 6.2 million and 17.1 million during fiscal years 2016,
2015 and 2014, respectively, and share bonus awards of less than 0.1 million during fiscal year 2015, 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
2016 and 2014.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. NONCONTROLLING INTERESTS
During fiscal year 2014, a previously wholly-owned subsidiary of the Company received $38.6 million in
exchange for issuing a noncontrolling 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,
2016 and for the year then ended.
The Company has recognized the carrying value of the noncontrolling interest as a component of total
shareholders’ equity. The operating results of the subsidiary attributable to the noncontrolling interest were losses
of $6.7 million, $4.3 million, and $0.4 million for fiscal years 2016, 2015 and 2014, respectively, which were
classified as a component of interest and other, net, in the Company’s consolidated statements of operations.
6. SUPPLEMENTAL CASH FLOW DISCLOSURES
The following table represents supplemental cash flow disclosures and non-cash investing and financing
activities:
Fiscal Year Ended March 31,
(In thousands)
Net cash paid for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$114,578 $ 87,179 $86,406
$105,453 $ 70,621 $87,561
Non-cash investing activity:
Unpaid purchases of property and equipment . . . . . . . . . . . . . .
$ 93,310 $115,757 $42,902
2016 2015 2014
7. BANK BORROWINGS AND LONG-TERM DEBT
Bank borrowings and long-term debt are as follows:
As of March 31,
2016 2015
(In thousands)
Term Loan, including current portion, due in installments through
August 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Term Loan, including current portion, due in installments through
$ 577,500
$ 592,500
March 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 547,500 475,000
4.625% Notes due February 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 500,000
5.000% Notes due February 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 500,000
4.750% Notes due June 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 595,589 —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,317 16,233
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,351) (12,733)
2,774,555 2,071,000
Current portion, net of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . (65,166) (45,030)
Non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,709,389
$2,025,970
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. BANK BORROWINGS AND LONG-TERM DEBT (Continued)
The weighted-average interest rates for the Company’s long-term debt were 3.5% and 3.2% as of March 31,
2016 and 2015, respectively.
Repayments of the Company’s long-term debt are as follows:
Fiscal Year Ending March 31, Amount
(In thousands)
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 65,166
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,522
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,005,095
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498,287
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,153
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,110,683
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,791,906
Term Loan due August 2018
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, 2016, the Company was in compliance with the covenants under this term loan agreement.
Term Loan Agreement due March 2019 and Revolving Line of Credit
On September 30, 2015, the Company amended its former $2.0 billion credit facility (“Credit Facility”) to
increase the $500.0 million term loan maturing in March 2019 by $100.0 million. Quarterly repayments of principal
under this term loan were amended to $7.5 million through March 31, 2016, and will be increased to $11.3 million
thereafter with the remainder due upon maturity. As of March 31, 2016 the amended Credit Facility consists of a
$1.5 billion revolving credit facility and a $600.0 million term loan, which is due to expire in March 2019.
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,
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. BANK BORROWINGS AND LONG-TERM DEBT (Continued)
depreciation and amortization), and a minimum interest coverage ratio, as defined therein, during its term. As of
March 31, 2016, the Company was in compliance with the covenants under this loan agreement.
Notes due February 2020 and February 2023
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.
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, 2016,
the Company was in compliance with the covenants in the indenture governing the Notes.
Notes due June 2025
On June 8, 2015, the Company issued $600 million of 4.750% Notes (“Notes”) due June 15, 2025 in a
private offering pursuant to Rule 144A and Regulation S under the Securities Act, at 99.213% of face value, and
an effective yield of approximately 4.850%. The Company received net proceeds of approximately $595.3 million
from the issuance which was used for general corporate purposes. During January 2016, 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 incurred approximately $7.9 million of costs in conjunction with the issuance of the Notes.
The issuance costs were capitalized and presented on the balance sheet as a direct deduction from the carrying
amount of the Notes.
Interest on the Notes is payable semi-annually, commencing on December 15, 2015. 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 Term Loan Agreement and Revolving Line of Credit.
At any time prior to March 15, 2025, 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 and 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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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. BANK BORROWINGS AND LONG-TERM DEBT (Continued)
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, or permit any other person to consolidate, merge,
combine or amalgamate with or into the Company. 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 agreement 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, but upon certain conditions such declaration
and its consequences may be rescinded and annulled by the holders of a majority in principal amount of the Notes. As
of March 31, 2016, the Company was in compliance with the covenants in the indenture governing the Notes.
Other Credit Lines
On October 1, 2015, the Company borrowed €50 million (approximately $56.6 million as of March 31,
2016), under a 5-year, term-loan agreement due September 30, 2020. Borrowings under this term loan bear interest
at EURIBOR plus the applicable margin ranging between 0.80% and 2.00%, based on the Company’s credit
ratings. The loan is repayable beginning December 30, 2016 in quarterly payments of €312,500 through June 30,
2020 with the remainder due upon maturity. This loan is included in the “Other” category in the table above.
This term loan is unsecured, and is guaranteed by the Company. This term loan agreement 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, 2016,
the Company was in compliance with the covenants under this term loan agreement.
As of March 31, 2016, the Company and certain of its subsidiaries had various uncommitted revolving credit
facilities, lines of credit and other credit facilities in the amount of $166.0 million in the aggregate. There were no
borrowings outstanding under these facilities as of March 31, 2016 and 2015. These unsecured credit facilities, and
lines of credit and other credit facilities 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. FINANCIAL INSTRUMENTS (Continued)
As of March 31, 2016, the aggregate notional amount of the Company’s outstanding foreign currency
forward and swap contracts was $4.3 billion as summarized below:
Notional Contract Value
Foreign Currency Amount in USD
Currency Buy Sell Buy Sell
(In thousands)
Cash Flow Hedges
CNY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,076,000 — $ 165,373 $ —
EUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,030 75,135 16,977 85,374
HUF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,759,000 — 53,090 —
ILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,000 — 32,072 —
MXN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,503,000 — 86,823 —
MYR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180,000 18,200 45,023 4,552
PLN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,400 — 15,004 —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A 40,621 —
454,983 89,926
Other Forward/Swap Contracts
BRL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 440,000 — 120,892
CHF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,420 24,760 8,716 25,629
CNY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 885,136 — 135,739 —
DKK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203,100 157,200 30,777 23,821
EUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 959,000 1,213,691 1,080,754 1,364,808
GBP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,693 58,825 49,810 84,354
HUF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,063,000 17,734,000 72,169 63,791
ILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,900 69,520 21,004 18,276
INR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,843,900 20,170 42,708 300
MXN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,885,860 746,330 108,940 43,113
MYR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 391,491 79,400 97,922 19,860
PLN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,548 84,861 36,593 22,576
RON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,424 66,870 19,836 16,913
SEK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473,954 821,132 57,697 99,637
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A 54,157 31,296
1,816,822 1,935,266
Total Notional Contract Value in USD . . .
$2,271,805 $2,025,192
As of March 31, 2016 and 2015, the fair value of the Company’s short-term foreign currency contracts was
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,
2016 and 2015, the Company also has included net deferred gains and 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 gains
totaled $2.7 million as of March 31, 2016, 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
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. FINANCIAL INSTRUMENTS (Continued)
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.
The following table presents the fair value of the Company’s derivative instruments utilized for foreign
currency risk management purposes at March 31, 2016 and 2015:
Fair Values of Derivative Instruments
Asset Derivatives
Liability Derivatives
Fair Value
Fair Value
Balance Sheet March 31, March 31, Balance Sheet March 31, March 31,
Location 2016 2015 Location 2016 2015
(In thousands)
Derivatives designated as
hedging instruments
Foreign currency contracts . . . . . . . Other current
Other current
assets
$ 5,510
$ 2,896
liabilities $ 2,446 $19,729
Derivatives not designated as
hedging instruments
Foreign currency contracts . . . . . . . Other current
Other current
assets
$17,138
$22,933
liabilities $18,645 $11,328
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, 2016, 2015 and 2014 are as follows:
Fiscal Year Ended March 31, 2016
Unrealized loss on Foreign currency
derivative instruments translation
and other adjustments Total
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications . . . . . .
Net losses reclassified from accumulated other
$(68,266) $(112,239) $(180,505)
(2,199) (3,145) (5,344)
comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,943 20,991 49,934
Net current-period other comprehensive gain . . . . . . . . . . . .
26,744 17,846 44,590
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(41,522) $ (94,393) $(135,915)
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. ACCUMULATED OTHER COMPREHENSIVE LOSS (Continued)
Fiscal Year Ended March 31, 2015
Unrealized loss on Foreign currency
derivative instruments translation
and other adjustments Total
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications . . . . . .
Net (gains) losses reclassified from accumulated other
$(32,849) $ (93,307) $(126,156)
(76,470) (9,318) (85,788)
comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41,053 (9,614) 31,439
Net current-period other comprehensive loss . . . . . . . . . . . .
(35,417) (18,932) (54,349)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(68,266) $(112,239) $(180,505)
Fiscal Year Ended March 31, 2014
Unrealized loss on Foreign currency
derivative instruments translation
and other adjustments Total
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications . . . . . .
Net losses reclassified from accumulated other
$(18,857) $(58,624) $ (77,481)
(15,851) (34,683) (50,534)
comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,859 — 1,859
Net current-period other comprehensive loss . . . . . . . . . . . .
(13,992) (34,683) (48,675)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(32,849) $(93,307) $(126,156)
Net losses reclassified from accumulated other comprehensive loss during the fiscal year 2016 relating to
derivative instruments and other includes $26.9 million attributable to the Company’s cash flow hedge instruments
which were recognized as a component of cost of sales in the consolidated statement of operations.
During fiscal year 2016, the Company recognized a loss of $26.8 million in connection with the disposition
of a non-strategic Western European manufacturing facility, which included a $25.3 million cumulative foreign
currency translation loss. This loss was offset by the release of certain cumulative foreign currency translation
gains of $4.2 million, which has been reclassified from accumulated other comprehensive loss during the period
and is included in other charges (income), net in 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 consolidated statement of operations.
10. TRADE RECEIVABLES SECURITIZATION
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
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. TRADE RECEIVABLES SECURITIZATION (Continued)
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 $700.0 million for the Global Program, of which
$600.0 million is committed and $100.0 million is uncommitted, and $265.0 million for the North American
Program, of which $225.0 million is committed and $40.0 million is uncommitted. Both programs require a
minimum level of deferred purchase price receivable to be retained by the Company in connection with the sales.
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, 2016, 2015 and 2014 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, 2016 and 2015, 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, 2016, 2015 and 2014 were included as cash provided by operating activities in the
consolidated statements of cash flows.
As of March 31, 2016, approximately $1.4 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 $880.8 million and
deferred purchase price receivables of $501.1 million. As of March 31, 2015, approximately $1.3 billion of
accounts receivable had been sold to the special purpose entities for which the Company had received net cash
proceeds of $740.7 million and deferred purchase price receivables of $600.7 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, 2016 and 2015, 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 $9.2 million for the fiscal year ended March 31, 2016, and
$7.1 million for both fiscal years ended March 31, 2015 and 2014.
For the fiscal years ended March 31, 2016, 2015 and 2014, cash flows from sales of receivables under the
ABS Programs consisted of approximately $5.2 billion, $4.3 billion and $4.2 billion, respectively, for transfers of
receivables (of which approximately $0.4 billion, $0.3 billion and $0.4 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, 2016 and 2015:
As of March 31,
2016 2015
(In thousands)
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Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 470,908
Transfers of receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,475,400 3,599,768
Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,574,975) (3,470,004)
$ 600,672
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 600,672
$ 501,097
Trade Accounts Receivable Sale Programs
The Company also sold accounts receivables to certain third-party banking institutions. The outstanding
balance of receivables sold and not yet collected was approximately $339.4 million and $485.6 million as of
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. TRADE RECEIVABLES SECURITIZATION (Continued)
March 31, 2016 and 2015, respectively. For the years ended March 31, 2016, 2015 and 2014, total accounts
receivables sold to certain third party banking institutions was approximately $2.3 billion, $4.2 billion and
$3.4 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.
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES
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 are 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 are 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 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 has accrued for contingent consideration in connection with its business acquisitions as
applicable, which is measured at fair value based on certain internal models and unobservable inputs.
The Company accrued $84.3 million of contingent consideration, of which $81.0 million related to the
acquisition of NEXTracker on the date of acquisition. Additionally, an incremental fair value adjustment of
$3.7 million also related to NEXTracker, was recorded in the consolidated statement of operations during fiscal
year 2016. The Company reduced the accrual by $19.0 million for a contractual release from the obligation
executed subsequent to the acquisition. The fair value of the liability was estimated using a simulation-based
measurement technique with significant inputs that are not observable in the market and thus represents a level 3
fair value measurement. The significant inputs in the fair value measurement not supported by market activity
included the Company’s probability assessments of expected future revenue during the earn-out period and
associated volatility, appropriately discounted considering the uncertainties associated with the obligation, and
calculated in accordance with the terms of the Merger Agreement. Significant decreases in expected revenue
during the earn-out period, or significant increases in the discount rate or volatility in isolation would result in
lower fair value estimates. The interrelationship between these inputs is not considered significant.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Continued)
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,
2016 2015
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 11,300
Additions to accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,261 4,500
Payments and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,008) (11,300)
Fair value adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,670 —
$ 4,500
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 73,423
$ 4,500
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 2016 and 2015.
Financial Instruments Measured at Fair Value on a Recurring Basis
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis
as of March 31, 2016 and 2015:
Fair Value Measurements as of March 31, 2016
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Money market funds and time deposits (Note 2) . . . . . . . . . . .
$ — $1,074,132 $ — $1,074,132
Deferred purchase price receivable (Note 10) . . . . . . . . . . . . . . — — 501,097 501,097
Foreign exchange forward contracts (Note 8) . . . . . . . . . . . . . . — 22,648 — 22,648
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities . . 9,228 40,556 — 49,784
Liabilities:
Foreign exchange forward contracts (Note 8) . . . . . . . . . . . . . .
$ — $ (21,091) $ — $ (21,091)
Contingent consideration in connection with acquisitions . . . . — — (73,423) (73,423)
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Continued)
Fair Value Measurements as of March 31, 2015
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Money market funds and time deposits (Note 2) . . . . . . . . . . .
$ — $674,859
Deferred purchase price receivable (Note 10) . . . . . . . . . . . . . . — — 600,672 600,672
Foreign exchange forward contracts (Note 8) . . . . . . . . . . . . . . — 25,829 — 25,829
Deferred compensation plan assets:
$ — $674,859
Mutual funds, money market accounts and equity securities . . 9,068 37,041 — 46,109
Liabilities:
Foreign exchange forward contracts (Note 8) . . . . . . . . . . . . . .
$ — $ (31,057) $ — $ (31,057)
Contingent consideration in connection with acquisitions . . . . — — (4,500) (4,500)
Assets Measured at Fair Value on a Nonrecurring Basis
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, 2016
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$— $5,576
$— $5,576
Assets held for sale
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). During fiscal year 2016, the Company transferred
$5.6 million of assets to assets held for sale, relating to a building and land which has been identified to be sold.
Disposals of assets held for sale totaled $0.3 million and $41.5 million during fiscal year 2016 and 2015,
respectively, which resulted in an immaterial loss in fiscal year 2016, and a gain of $12.1 million in fiscal year
2015 that 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 years 2016 and 2015. Assets held for sale
as of the fiscal years 2016 and 2015 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 2016 and 2015.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Continued)
Other financial instruments
The following table presents the Company’s liabilities not carried at fair value as at March 31, 2016 and 2015:
As of March 31, 2016 As of March 31, 2015
Carrying Fair Carrying Fair Fair Value
Amount Value Amount Value Hierarchy
(In thousands) (In thousands)
Term Loan, including current portion,
due in installments through August 2018 . . . . . .
$ 577,500 $ 573,533 $ 592,500 $ 582,131 Level 1
Term Loan, including current portion,
due in installments through March 2019 . . . . . . .
4.625% Notes due February 2020 . . . . . . . . . . . . . .
5.000% Notes due February 2023 . . . . . . . . . . . . . .
4.750% Notes due June 2025 . . . . . . . . . . . . . . . . .
547,500 542,709 475,000 465,500 Level 1
500,000 524,735 500,000 523,750 Level 1
500,000 507,500 500,000 543,150 Level 1
595,589 604,926 — — Level 1
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,720,589 $2,753,403 $2,067,500 $2,114,531
The term loans and Notes due February 2020, February 2023 and June 2025 are valued based on broker
trading prices in active markets.
The Company values its €50 million (approximately $56.6 million as of March 31, 2016), 5-year,
unsecured, term-loan due September 30, 2020 based on the current market rate, and as of March 31, 2016, the
carrying amount approximates fair value.
12. COMMITMENTS AND CONTINGENCIES
Commitments
Capital lease obligations of $25.0 million and $5.3 million, consisting of short-term obligations of
$6.6 million and $2.8 million and long term obligations of $18.4 million and $2.5 million are included in current
and non-current liabilities on the Company’s balance sheets as of March 31, 2016 and 2015, respectively.
As of March 31, 2016 and 2015, 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 non-cancelable operating leases. These
operating leases expire in various years through 2035 and require the following minimum lease payments:
Operating
Fiscal Year Ending March 31, Lease
(In thousands)
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$125,021
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,287
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,916
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,194
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,780
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146,003
$579,201
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total rent expense amounted to $124.2 million, $133.1 million and $150.1 million in fiscal years 2016,
2015 and 2014, respectively.
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S-41
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. COMMITMENTS AND CONTINGENCIES (Continued)
Litigation and other legal matters
During the fourth quarter of fiscal 2014, one of the Company’s Brazilian subsidiaries received an
assessment for certain sales and import taxes. The tax assessment notice is for nine months of calendar year
2010 for an alleged amount of 50 million Brazilian reals (approximately $13.8 million based on the exchange
rate as of March 31, 2016) plus interest. This assessment is in the second stage of the review process at the
administrative level, and the Company plans to continue to vigorously oppose it as well as any future
assessments. The Company is, 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, it is unable to reasonably estimate a range of loss for this assessment or any future
assessments that are reasonably possible. The Company does not expect final judicial determination on these
claims for several years.
During fiscal year 2015, one of the Company’s 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 sheets, would not be material to the financial statements as a
whole.
13. INCOME TAXES
The domestic (Singapore) and foreign components of income before income taxes were comprised of the
following:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 67,482 $314,639
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255,392 603,173 85,815
$199,283
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$454,675
$670,655 $400,454
The provision for income taxes consisted of the following:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Current:
$ 87 $ (681)
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,706 129,863 73,992
$ 56
74,762 129,950 73,311
Deferred:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,779 (4,734) 9
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (67,947) (55,362) (38,460)
(64,168) (60,096) (38,451)
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . .
$ 10,594
$ 69,854 $ 34,860
S-42
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
The domestic statutory income tax rate was approximately 17.0% in fiscal years 2016, 2015 and 2014. The
reconciliation of the income tax expense expected based on domestic statutory income tax rates to the expense
for income taxes included in the consolidated statements of operations is as follows:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Income taxes based on domestic statutory rates . . . . . . .
$114,011 $ 68,077
Effect of tax rate differential . . . . . . . . . . . . . . . . . . . . . . (73,286) (80,842) (68,654)
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . 11,214 5,143 4,750
Change in liability for uncertain tax positions . . . . . . . . (13,724) 29,729 (2,178)
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . 1,049 2,495 26,838
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,046 (682) 6,027
$ 77,295
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . .
$ 10,594
$ 69,854 $ 34,860
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, 2016, 2015 and
2014 was $6.6 million, $9.8 million and $15.2 million, respectively. For fiscal year ended March 31, 2016, the
effect on basic and diluted earnings per share was $0.01 and $0.01, respectively, and the effect on basic and
diluted earnings per share during fiscal years 2015 and 2014, were $0.02 and $0.02 and $0.02 and $0.02,
respectively. Unless extended or otherwise renegotiated, the Company’s existing holidays will expire in the fiscal
year ending March 31, 2017 through fiscal year 2022.
For fiscal years ended March 31, 2016, 2015 and 2014, the Company released valuation allowances totaling
$63.3 million, $55.0 million and $37.4 million, respectively. These valuation allowance releases were primarily
related to our operations that were deemed to be more likely than not to realize the respective deferred tax assets
due to the increased profitability during the prior three fiscal years as well as continued forecasted profitability
of that subsidiary. During fiscal year ended March 31, 2016, $43.0 million of the valuation allowance release
was related to the recording of deferred tax liabilities in the US related to intangibles acquired during fiscal year
2016. However, these valuation allowance eliminations were offset by other current period valuation allowance
movements primarily related to current period valuation allowance additions due to increased deferred tax assets
related to current period losses in legal entities with existing full valuation allowance positions, and to a lesser
extent, current period changes in valuation allowance positions due to increased negative evidence during the
period in legal entities which did not previously have valuation allowance recorded. For fiscal years ended
March 31, 2016, 2015 and 2014, the offsetting amounts totaled $64.3 million, $57.5 million and $64.2 million,
respectively.
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 2016, 2015 and 2014
were $36.6 million, $0.0 million and $51.5 million, respectively.
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S-43
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
The components of deferred income taxes are as follows:
As of March 31,
2016 2015
(In thousands)
Deferred tax liabilities:
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (73,327)
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (88,760) —
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,472) (44,603)
$ (74,316)
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (192,548) (117,930)
Deferred tax assets:
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,004 80,370
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,795 28,954
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,892 13,618
Inventory valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,124 11,864
Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,300 3,149
Net operating loss and other carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . 2,332,894 2,394,456
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271,272 264,781
2,700,281 2,797,192
Valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,385,489) (2,521,763)
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314,792 275,429
Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 122,244
$ 157,499
The net deferred tax asset is classified as follows:
Current asset (classified as other current assets) . . . . . . . . . . . . . . . . . . . . .
$ — $ 63,910
Long-term asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222,772 211,519
Long-term liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (100,528) (117,930)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 122,244
$ 157,499
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.
S-44
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
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 $79.3 million of the
deferred tax assets. These tax losses and other carryforwards will expire at various dates as follows:
Expiration dates of
deferred tax assets
related to
operating losses
and other
carryforwards
(In thousands)
2017 - 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 558,108
2023 - 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 742,981
2029 and post . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622,339
Indefinite . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 436,092
$2,359,520
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 $916.0 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-registrated or liquidated in the near future. As a result, as of
March 31, 2016, we have provided for applicable foreign withholding taxes on $106.7 million of undistributed
foreign earnings, and recorded a deferred tax liability of approximately $11.2 million.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Fiscal Year Ended
March 31,
2016 2015
(In thousands)
Balance, beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$243,864
Additions based on tax position related to the current year . . . . . . . . . 21,273 27,048
Additions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . 20,453 24,354
Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . (9,578) (16,388)
Reductions related to lapse of applicable statute of limitations . . . . . . (22,312) (11,891)
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,797) (24,049)
Impact from foreign exchange rates fluctuation . . . . . . . . . . . . . . . . . (7,086) (20,565)
$222,373
Balance, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$212,326
$222,373
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
an additional $13.0 million to $41.0 million within the next twelve months primarily due to potential settlements
of various audits and the expiration of certain statutes of limitations.
The Company and its subsidiaries file federal, state, and local income tax returns in multiple jurisdictions
around world. With few exceptions, the Company is no longer subject to income tax examinations by tax
authorities for years before 2006.
Of the $212.3 million of unrecognized tax benefits at March 31, 2016, $185.7 million will affect the annual
effective tax rate (“ETR”) if the benefits are eventually recognized. The amount that doesn’t impact the ETR
relates to positions that would be settled with a tax loss carryforward previously subject to a valuation allowance.
S-45
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
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, 2016, 2015 and 2014, the Company recognized
interest and penalties of approximately ($2.4) million and $2.5 million and $8.4 million, respectively. The
Company had approximately $14.6 million, $17.0 million and $15.6 million accrued for the payment of interest
and penalties as of the fiscal years ended March 31, 2016, 2015 and 2014, respectively.
14. RESTRUCTURING CHARGES
The Company initiated certain restructuring activities during fiscal year 2014 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 years 2016 and 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.
Fiscal Year 2014
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.
The components of the restructuring charges by geographic region incurred in fiscal year 2014 are as
follows:
First Fourth
Quarter Quarter Total
(In thousands)
Americas:
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other exit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$11,331 $11,290 $22,621
2,248 — 2,248
Total restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,579 11,290 24,869
Asia:
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-lived asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other exit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,205 13,214 29,419
1,900 — 1,900
3,157 — 3,157
Total restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,262 13,214 34,476
Europe:
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other exit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,631 10,047 14,678
1,288 — 1,288
Total restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,919 10,047 15,966
Total
Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-lived asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other exit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32,167 34,551 66,718
1,900 — 1,900
6,693 — 6,693
Total restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$40,760 $34,551 $75,311
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.
S-46
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. RESTRUCTURING CHARGES (Continued)
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.
The following table summarizes the provisions, respective payments, and remaining accrued balance as of
March 31, 2016 for charges incurred in fiscal years 2016, 2015 and 2014 and prior periods:
Long-Lived
Asset Other
Severance Impairment Exit Costs Total
(In thousands)
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 year 2014 . . . . . . . . (40,273) — (4,296) (44,569)
Cash payments for charges incurred in fiscal year 2013 . . . . . . . . (71,470) — (8,755) (80,225)
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 year 2014 . . . . . . . . (18,558) — (2,212) (20,770)
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
Cash payments for charges incurred in fiscal year 2014 . . . . . . . . (290) — — (290)
Cash payments for charges incurred in fiscal year 2013 . . . . . . . . (1,168) — (185) (1,353)
Cash payments for charges incurred in fiscal year 2010 and prior . . — — (174) (174)
Balance as of March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,905 — 1,335 13,240
Less: Current portion (classified as other current liabilities) . . . . . . . 2,212 — 248 2,460
Accrued restructuring costs, net of current portion
(classified as other liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,693 $ — $ 1,087 $ 10,780
15. OTHER CHARGES (INCOME), NET
During fiscal year 2016, the Company incurred net losses of $47.7 million primarily due to $26.8 million
loss on disposition of a non-strategic Western European manufacturing facility which included a non-cash
foreign currency translation loss of $25.3 million, and $21.8 million from the impairment of a non-core
investment. These were offset by currency translation gains of $4.2 million.
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.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. OTHER CHARGES (INCOME), NET (Continued)
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, 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.
16. INTEREST AND OTHER, NET
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized interest income of
$12.3 million, $18.7 million and $17.6 million.
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized interest expense of
$98.0 million, $76.4 million and $79.9 million, respectively, on its debt obligations outstanding during the
period.
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized gains on foreign
exchange transactions of $24.4 million, $19.7 million and $11.8 million, respectively.
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized $11.0 million,
$9.9 million and $9.5 million of expense related to its ABS and AR Sales Programs.
For the fiscal years ended March 31, 2016, the Company incurred $8.0 million of acquisition-related costs.
17. BUSINESS AND ASSET 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 completes these allocations in less than one year of the respective acquisition dates.
Fiscal year 2016 business acquisitions
Acquisition of Mirror Controls International
On June 29, 2015, the Company completed its acquisition of 100% of the outstanding share capital of MCi,
and paid approximately $555.2 million, net of $27.7 million of cash acquired. This acquisition expanded the
Company’s capabilities in the automotive market, and was included in the HRS segment. 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 of MCi (in thousands):
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)
Current assets:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 41,559
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,897
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,856
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,312
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,832
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,463
Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236,800
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323,357
$665,764
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities & other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 28,002
21,113
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,115
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,492
$555,157
Total aggregate purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The intangible assets of $236.8 million is comprised of customer relationships of $75.5 million and licenses
and other intangible assets of $161.3 million. Customer relationships and licenses and other intangibles are each
amortized over a weighted-average estimated useful life of 10 years. In addition to net working capital, the
Company acquired $38.8 million of machinery and equipment and assumed $61.5 million of other liabilities
primarily comprised of deferred tax liabilities. The Company incurred $6.6 million in acquisition-related costs
related to the acquisition of MCi during fiscal year 2016.
Acquisition of a facility from Alcatel-Lucent
On July 1, 2015, the Company acquired an optical transport facility from Alcatel-Lucent for approximately
$67.5 million, which expanded its capabilities in the telecom market and was included in the CEC segment. The
Company acquired primarily $55.1 million of inventory, $10.0 million of property and equipment primarily
comprised of a building and land, and recorded goodwill and intangible assets for a customer relationship of
$3.6 million and $2.1 million, respectively, and assumed $3.3 million in other net liabilities in connection with
this acquisition. The customer relationship intangible will amortize over a weighted-average estimated useful life
of 5 years.
Acquisition of Nextracker
On September 28, 2015, the Company acquired 100% of the outstanding share capital of NEXTracker, a
provider of smart solar tracking solutions. The initial cash consideration was approximately $240.8 million, net of
$13.2 million of cash acquired, with an additional $81.0 million of estimated potential contingent consideration,
for a total purchase consideration of $321.8 million. At the date of the acquisition, the maximum possible
consideration under the agreement was $97.2 million upon achievement of future revenue performance targets.
Subsequent to the acquisition date, the Company adjusted its estimate of the contingent consideration by
$3.7 million, as described further in note 11, which was recorded as an expense in the consolidated statement of
operations. The Company also acquired NEXTracker’s equity incentive plan. The financial results of NEXTracker
were included in the IEI segment. 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 preliminary allocation of the total purchase price to the acquired
assets and liabilities of NEXTracker (in thousands):
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)
Current assets:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 60,298
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,235
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,272
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,805
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,382
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,700
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255,601
$448,558
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 17,226
63,870
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,096
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,712
$321,750
Total aggregate purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The intangible assets of $108.7 million is comprised of customer-related intangibles of $47.3 million and
licenses and other intangible assets of $61.4 million. Customer-related intangibles are amortized over a
weighted-average estimated useful life of 4 years while licenses and other intangibles are amortized over a
weighted-average estimated useful life of 6 years.
Other business acquisitions
Additionally, during fiscal year 2016, the Company completed eight acquisitions that were not individually,
nor in the aggregate, significant to the consolidated financial position, results of operations and cash flows of the
Company. Four of the acquired businesses expanded the Company’s capabilities in the medical devices market,
particularly precision plastics and molding within the HRS segment, two of them strengthened capabilities in the
consumer electronics market within the CTG segment, one strengthened the capabilities in the communications
market within the CEC segment, and the last one strengthened capabilities in the household industrial and
lifestyle market within the IEI segment. The Company paid $53.3 million, net of $3.7 million of cash held by the
targets. The Company acquired $14.4 million of property and equipment, assumed liabilities of $17.7 million
and recorded goodwill and intangibles of $57.4 million. These intangibles will amortize over a weighted-average
estimated useful life of 4 years.
The results of operations for all of the acquisitions completed in fiscal year 2016 were included in the
Company’s consolidated financial results beginning on the date of each acquisition. The total amount of net
income for all of the acquisitions completed in fiscal year 2016, collectively, was $41.4 million. The total
amount of revenue of these acquisitions, collectively, was not material to the Company’s consolidated financial
results for the fiscal year 2016.
On a pro-forma basis, and assuming the acquisitions occurred on the first day of the prior comparative
period, or April 1, 2014, net income would have been estimated to be $410.1 million, and $586.4 million for fiscal
years 2016 and 2015, respectively. The estimated pro-forma net income for all periods presented does not include
the $43.0 million tax benefit for the release of the valuation allowance on deferred tax assets relating to the
NEXTracker acquisition, recognized in fiscal year 2016 as discussed further in note 13, to promote comparability.
Pro-forma revenue for the acquisitions in fiscal year 2016 and 2015 have not been presented because the effect,
collectively, was not material to the Company’s consolidated revenues for all periods presented.
Fiscal year 2015 business acquisitions
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
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)
of the acquired businesses expanded the Company’s capabilities in the medical devices market, particularly precision
plastics, within the HRS segment. 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 a certain
business that closed in fiscal year 2016 and that strengthened capabilities in the household industrial market within
the IEI segment. This deposit was included in other assets during fiscal year 2015.
Fiscal year 2014 business acquisitions
Acquisition of Motorola Mobility LLC from Google
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 segment.
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:
$ 97,740
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,280
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,020
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,198
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,844
Other intangible assets (useful life—6 years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,948
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,414
$180,424
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities:
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Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 317
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,202
$178,905
Total aggregate purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 of $9.4 million. This acquisition
expanded the Company’s capabilities in the medical devices market, particularly precision plastics within the HRS
segment. 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.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)
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.
Other business acquisitions
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.
In connection with one businesses acquired during fiscal year 2013, 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 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 dispositioned the equipment via sales to third parties and used the proceeds to
reduce the obligation to the third party banking institution. Accordingly, the residual value due from the customer
related to the equipment financed by the third party banking institution decreased to $83.6 million from $169.2
million as of March 31, 2016 and 2015, 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
$122.0 million from $197.7 million as of March 31, 2016 and 2015, 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 $54.3 million and $79.7 million have
been included in other investing cash flows for the fiscal years ended March 31, 2016 and 2015, respectively. The
cash outflows relating to the purchase of the manufacturing equipment by the Company on behalf of the customer
of $37.3 million have also been included in other investing cash flows for the fiscal year ended March 31, 2014.
The cash outflows to repay the third party banking institution on behalf of the customer upon cessation of
manufacturing operations of $75.8 million and $88.8 million have been included in cash flows from other financing
activities during the fiscal years ended March 31, 2016 and 2015, respectively. Net cash inflows amounting to
$13.5 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 year ended March 31, 2014.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. SHARE REPURCHASE PLAN
During fiscal year 2016, the Company repurchased approximately 37.3 million shares for an aggregate
purchase value of approximately $412.8 million under two separate repurchase plans as further discussed below.
During the second quarter of fiscal year 2016, the Company repurchased the entire remaining amount under a
prior share repurchase plan that was approved by the Company’s Board of Directors on August 28, 2014 and the
Company’s shareholders at the 2014 Extraordinary General Meeting held on August 28, 2014, or approximately
13.2 million shares for an aggregate purchase value of approximately $154.9 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 20, 2015.
During fiscal year 2016, the Company repurchased approximately 24.1 million shares for an aggregate purchase
value of approximately $257.9 million under this plan, including amounts accrued but not paid, and retired all of
these shares. As of March 31, 2016, shares in the aggregate amount of $242.1 million were available to be
repurchased under the current plan.
19. SEGMENT REPORTING
Operating segments are defined as components of an enterprise for which separate financial information is
available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or a decision making
group, in deciding how to allocate resources and in assessing performance. Resource allocation decisions and the
Company’s performance are assessed by its Chief Executive Officer (“CEO”), with support from his direct staff
who oversee certain operations of the business, collectively identified as the CODM or the decision making group.
During the fourth quarter of fiscal year 2015, the Company concluded it has four reportable operating
segments: HRS, CTG, IEI, and CEC. The Company assessed that there was no change to its operating segments
in fiscal year 2016. 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.
An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment
income. Segment income is defined as net sales less cost of sales, and segment selling, general and
administrative expenses, and does not include amortization of intangibles, stock-based compensation,
restructuring charges, certain bad debt charges, other charges (income), net and interest and other, net.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. SEGMENT REPORTING (Continued)
Selected financial information by segment is as follows:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Net sales:
Communications & Enterprise Compute . . . . . . .
$ 9,191,211 $ 9,688,023
Consumer Technologies Group . . . . . . . . . . . . . . 6,997,526 8,940,043 9,357,635
Industrial & Emerging Industries . . . . . . . . . . . . . 4,680,718 4,459,351 3,787,838
High Reliability Solutions . . . . . . . . . . . . . . . . . . 3,898,999 3,557,311 3,275,111
$ 8,841,642
$24,418,885
$26,147,916 $26,108,607
Segment income and reconciliation of income before tax:
$ 257,323 $ 259,329
Communications & Enterprise Compute . . . . . . .
Consumer Technologies Group . . . . . . . . . . . . . . 163,677 218,251 125,171
Industrial & Emerging Industries . . . . . . . . . . . . . 157,588 131,956 127,085
High Reliability Solutions . . . . . . . . . . . . . . . . . . 294,635 227,595 221,402
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . (89,219) (83,988) (68,475)
$ 265,076
Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . 791,757 751,137 664,512
Reconciling items:
Intangible amortization . . . . . . . . . . . . . . . . . . . . 65,965 32,035 28,892
Stock-based compensation . . . . . . . . . . . . . . . . . . 77,580 50,270 40,439
Restructuring charges(2) . . . . . . . . . . . . . . . . . . . — — 75,311
Bad debt charge(1) . . . . . . . . . . . . . . . . . . . . . . . . 61,006 — —
Other charges (income), net . . . . . . . . . . . . . . . . . 47,738 (53,233) 57,512
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . 84,793 51,410 61,904
Income before income taxes . . . . . . . . . . . . . . .
$ 454,675
$ 670,655 $ 400,454
(1) During fiscal year 2016, the Company incurred a charge of $61.0 million related to SunEdison which had
declared bankruptcy. This charge is included in selling, general and administrative expenses in the
consolidated statement of operations but is excluded from the measurement of the Company’s operating
segment’s performance. Refer to note 2 for additional information regarding this charge.
(2) 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. Refer to note 14 for
additional information regarding this charge.
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.
Property and equipment on a segment basis is not disclosed as it is not separately identified and is not
internally reported by segment to the Company’s CODM. During fiscal year 2016, 2015 and 2014, depreciation
expense included in the segment’s measure of operating performance above is as follows:
S-54
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. SEGMENT REPORTING (Continued)
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Depreciation expense
$130,311 $131,807
Communications & Enterprise Compute . . . . . . .
Consumer Technologies Group . . . . . . . . . . . . . . 123,139 203,808 160,684
Industrial & Emerging Industries . . . . . . . . . . . . . 72,415 64,541 55,692
High Reliability Solutions . . . . . . . . . . . . . . . . . . 80,935 62,831 50,296
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . 31,530 35,334 26,359
$117,710
Total depreciation expense . . . . . . . . . . . . . .
$425,729
$496,825 $424,838
Geographic information is as follows:
Fiscal Year Ended March 31,
2016 2015 2014
(In thousands)
Net sales:
$11,788,992 48% $12,953,004 50% $13,714,187 53%
Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Americas . . . . . . . . . . . . . . . . . . . . . . . . 8,347,514 34% 8,897,868 34% 8,189,414 31%
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . 4,282,379 18% 4,297,044 16% 4,205,006 16%
$24,418,885
$26,147,916 $26,108,607
Revenues are attributable to the country in which the product is manufactured or service is provided.
During fiscal years 2016, 2015 and 2014, net sales generated from Singapore, the principal country of
domicile, were approximately $519.1 million, $553.4 million and $504.6 million, respectively.
During fiscal year 2016, China, Mexico, and the United States accounted for approximately 35%, 15%, and
11% of consolidated net sales, respectively. No other country accounted for more than 10% of net sales in fiscal
year 2016.
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.
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As of March 31,
2016 2015
(In thousands)
Property and equipment, net:
Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,013,317
Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 886,305
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358,011
45% $ 997,806 48%
39% 782,839 37%
16% 311,522 15%
$2,257,633 $2,092,167
As of March 31, 2016 and 2015, property and equipment, net held in Singapore were approximately
$13.4 million and $19.3 million, respectively.
S-55
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. SEGMENT REPORTING (Continued)
As of March 31, 2016, China, Mexico and the United States accounted for approximately 35%, 19% 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, 2016.
As of March 31, 2015, China, Mexico and the United States accounted for approximately 37%, 17% and
15%, respectively, of consolidated property and equipment, net. No other country accounted for more than 10%
of property and equipment, net as of March 31, 2015.
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS
Flextronics International Ltd. (“Parent”) has three tranches of Notes of $500 million, $500 million and
$600 million, respectively, each outstanding, which mature on February 15, 2020, February 15, 2023 and
June 15, 2025, 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 Term Loan Agreement and the Revolving Line of Credit; 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.
During the year ended March 31, 2016, and in conjunction with the new $600 million Notes, a new entity
was added as a guarantor subsidiary for all three tranches of the Notes. Accordingly, the Company recast the
condensed consolidating financial statements presented below to reflect this change.
S-56
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Balance Sheets as of March 31, 2016
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inter company receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
734,869 $ 148,201 $ 724,500 $ — $ 1,607,570
— 729,331 1,315,426 — 2,044,757
— 1,482,410 2,009,246 — 3,491,656
9,105,728 5,568,392 12,404,722 (27,078,842) —
2,951 180,842 987,350 — 1,171,143
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill and other intangible assets, net . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,843,548 8,109,176 17,441,244 (27,078,842) 8,315,126
— 553,072 1,704,561 — 2,257,633
175 60,895 1,284,750 — 1,345,820
2,249,145 267,034 2,004,437 (4,054,214) 466,402
2,815,426 3,014,634 18,175,348 (24,005,408) —
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$14,908,294 $12,004,811 $40,610,340 $ (55,138,464) $12,384,981
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inter company payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
58,836 $ 946 $ 5,384 $ — $ 65,166
— 1,401,835 2,846,457 — 4,248,292
— 114,509 239,038 — 353,547
9,562,405 7,999,335 9,517,102 (27,078,842) —
33,008 869,470 1,002,722 — 1,905,200
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Flextronics International Ltd. shareholders’ equity . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,654,249 10,386,095 13,610,703 (27,078,842) 6,572,205
2,683,173 2,063,988 2,514,299 (4,054,214) 3,207,246
2,570,872 (445,272) 24,450,680 (24,005,408) 2,570,872
— — 34,658 — 34,658
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,570,872 (445,272) 24,485,338 (24,005,408) 2,605,530
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . .
$14,908,294 $12,004,811 $40,610,340 $ (55,138,464) $12,384,981
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S-57
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Balance Sheets as of March 31, 2015
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inter company receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
608,971 $ 168,272 $ 851,165 $ — $ 1,628,408
— 1,208,632 1,128,883 — 2,337,515
— 1,729,593 1,759,159 — 3,488,752
6,417,410 4,759,062 10,099,057 (21,275,529) —
8,143 202,161 1,075,921 — 1,286,225
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill and other intangible assets, net . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,034,524 8,067,720 14,914,185 (21,275,529) 8,740,900
— 471,052 1,621,115 — 2,092,167
475 64,830 349,870 — 415,175
2,210,669 155,172 2,131,523 (4,092,715) 404,649
1,799,956 1,654,226 16,640,427 (20,094,609) —
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$11,045,624 $10,413,000 $35,657,120 $ (45,462,853) $11,652,891
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inter company payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
38,868 $ 917 $ 5,245 $ — $ 45,030
— 1,758,305 2,802,889 — 4,561,194
— 112,692 227,047 — 339,739
6,559,569 7,250,235 7,465,725 (21,275,529) —
30,553 845,156 933,419 — 1,809,128
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Flextronics International Ltd. shareholders’ equity . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,628,990 9,967,305 11,434,325 (21,275,529) 6,755,091
2,055,820 2,102,483 2,435,962 (4,092,715) 2,501,550
2,360,814 (1,656,788) 21,751,397 (20,094,609) 2,360,814
— — 35,436 — 35,436
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,360,814 (1,656,788) 21,786,833 (20,094,609) 2,396,250
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . .
$11,045,624 $10,413,000 $35,657,120 $ (45,462,853) $11,652,891
Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2016
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . .
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $16,841,405 $19,286,221 $(11,708,741) $24,418,885
— 15,278,265 19,241,300 (11,708,741) 22,810,824
— 1,563,140 44,921 — 1,608,061
— 330,194 624,696 — 954,890
300 3,598 62,067 — 65,965
(191,859) 1,016,302 (691,912) — 132,531
$
Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191,559 213,046 50,070 — 454,675
26 (41,584) 52,152 — 10,594
252,548 (168,886) 397,831 (481,493) —
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 444,081 $ 85,744 $ 395,749 $ (481,493) $ 444,081
S-58
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2015
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . .
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $19,016,750 $19,543,163 $(12,411,997) $26,147,916
— 17,502,863 19,511,710 (12,411,997) 24,602,576
— 1,513,887 31,453 — 1,545,340
— 258,212 586,261 — 844,473
300 3,808 27,927 — 32,035
10,086 901,059 (912,968) — (1,823)
$
Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,386) 350,808 330,233 — 670,655
— 14,143 55,711 — 69,854
611,187 (141,074) 471,575 (941,688) —
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$600,801 $ 195,591 $ 746,097 $ (941,688) $ 600,801
Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2014
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $18,393,436 $21,569,406 $(13,854,235) $26,108,607
— 16,961,211 21,502,762 (13,854,235) 24,609,738
— 9,609 49,039 — 58,648
$
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . .
Intangible amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— 1,422,616 17,605 — 1,440,221
— 250,909 623,887 — 874,796
300 4,659 23,933 — 28,892
800 (271) 16,134 — 16,663
(502,028) 875,119 (253,675) — 119,416
Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in earnings in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
500,928 292,200 (392,674) — 400,454
52 42,950 (8,142) — 34,860
(135,282) (262,871) 368,268 29,885 —
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 365,594 $ (13,621) $ (16,264) $ 29,885 $ 365,594
Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2016
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
$444,081 $ 85,744 $395,749 $(481,493) $444,081
Foreign currency translation adjustments, net of zero tax . . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on derivative instruments and other, net of zero tax . . . . . . . . . . . . . . .
17,846 (16,979) (15,735) 32,714 17,846
26,744 15,195 26,744 (41,939) 26,744
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$488,671 $ 83,960 $406,758 $(490,718) $488,671
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S-59
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2015
(In thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
$600,801 $195,591 $746,097 $ (941,688) $600,801
Foreign currency translation adjustments, net of zero tax . . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on derivative instruments and other, net of zero tax . . . . . . . . . . . . . . .
(18,932) 256,652 221,418 (478,070) (18,932)
(35,417) (33,769) (35,417) 69,186 (35,417)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$546,452 $418,474 $932,098 $(1,350,572) $546,452
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2014
(In thousands)
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss:
$365,594 $ (13,621) $ (16,264) $ 29,885 $365,594
Foreign currency translation adjustments, net of zero tax . . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on derivative instruments and other, net of zero tax . . . . . . . . . . . . . . .
(34,683) (89,282) (89,635) 178,917 (34,683)
(13,992) (5,221) (13,993) 19,214 (13,992)
Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$316,919 $(108,124) $(119,892) $228,016 $316,919
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
S-60
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2016
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
$
162,275 $ 427,259 $ 546,911 $ — $ 1,136,445
Purchases of property and equipment, net of proceeds from disposal . . . . . . . . . . . . . .
Acquisition and divestiture of businesses, net of cash acquired and cash held in
divested business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing cash flows to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of bank borrowings and long-term debt and capital lease obligations . . .
Payments for repurchases of ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing cash flows from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rates on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— (151,383) (345,584) 9 (496,958)
— (809,272) (101,515) — (910,787)
(1,596,210) (1,609,342) (1,408,610) 4,614,162 —
(500) (31,011) 42,880 — 11,369
(1,596,710) (2,601,008) (1,812,829) 4,614,171 (1,396,376)
824,618 — 60,084 — 884,702
(179,920) (3,059) (7,242) (190,221)
(420,317) — — — (420,317)
61,278 — — — 61,278
1,240,145 2,162,840 1,211,186 (4,614,171) —
— (8,800) (77,000) — (85,800)
1,525,804 2,150,981 1,187,028 (4,614,171) 249,642
34,529 2,697 (47,775) — (10,549)
125,898 (20,071) (126,665) — (20,838)
608,971 168,272 851,165 — 1,628,408
734,869 $ 148,201 $ 724,500 $ — $ 1,607,570
$
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S-61
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2015
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(73,356) $ 75,775 $ 791,615 $ — $ 794,034
$
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal . . . . . . . . . . . . . .
Acquisition and divestiture of businesses, net of cash acquired and cash held in
divested business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing cash flows from (to) affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— (85,876) (153,833) (15) (239,724)
— (20,589) (46,265) — (66,854)
(1,703,983) (1,900,810) 796,493 2,808,300 —
(1,500) (13,821) 79,683 — 64,362
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,705,483) (2,021,096) 676,078 2,808,285 (242,216)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of bank borrowings and long-term debt and capital lease obligations . . .
Payments for early repurchase of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for repurchases of ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing cash flows from (to) affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
303,000 4,737 11,805 — 319,542
(335,500) (3,127) (5,529) — (344,156)
— — — — —
(415,945) — — — (415,945)
23,497 — 11 — 23,508
2,420,952 1,904,164 (1,516,831) (2,808,285) —
— — (98,966) — (98,966)
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . .
1,996,004 1,905,774 (1,609,510) (2,808,285) (516,017)
Effect of exchange rates on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(246,908) (2,643) 248,430 — (1,121)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .
(29,743) (42,190) 106,613 — 34,680
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
638,714 210,462 744,552 — 1,593,728
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
608,971 $ 168,272 $ 851,165 $ — $1,628,408
S-62
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2014
Guarantor Non-Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
(In thousands)
Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 459,748 $ (126,813) $ 882,974 $ 551 $1,216,460
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal . . . . . . . . . . . . . .
Acquisition and divestiture of businesses, net of cash acquired and cash held
in divested business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing cash flows from (to) affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— (222,197) (292,221) (585) (515,003)
— (61,587) (171,845) — (233,432)
35,262 (1,237,006) (1,075,938) 2,277,682 —
— (10,842) (24,655) — (35,497)
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . .
35,262 (1,531,632) (1,564,659) 2,277,097 (783,932)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of bank borrowings and long-term debt and capital lease obligations . . .
Payments for early repurchase of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for repurchases of ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing cash flows from (to) affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,066,359 277 17 — 1,066,653
(492,034) (525) (45,021) — (537,580)
(503,423) (41,417) — — (544,840)
(475,314) — — — (475,314)
28,140 — — — 28,140
(277,594) 1,681,559 873,683 (2,277,648) —
— — 52,149 — 52,149
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . .
(653,866) 1,639,894 880,828 (2,277,648) (410,792)
Effect of exchange rates on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57,055 2,641 (74,791) — (15,095)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .
(101,801) (15,910) 124,352 — 6,641
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
740,515 226,372 620,200 — 1,587,087
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 638,714 $ 210,462 $ 744,552 $ — $1,593,728
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S-63
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
21. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table contains unaudited quarterly financial data for fiscal years 2016 and 2015.
Fiscal Year Ended March 31, 2016 Fiscal Year Ended March 31, 2015
First
Second
Third Fourth First Second
Third Fourth
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,566,248 $6,316,762 $6,763,177 $5,772,698 $6,642,745 $6,528,517 $7,025,054 $5,951,600
406,337 380,785 377,081 408,657 378,817
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
352,341
396,916
452,467
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110,850
122,977
148,910
61,344 173,887 138,903 152,899 135,112
Earnings per share(1):
Net income:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.20 $
0.22 $
0.27 $
0.11 $ 0.30 $ 0.24 $ 0.26 $ 0.24
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.19 $
0.22 $
0.27 $
0.11 $ 0.29 $ 0.23 $ 0.26 $ 0.23
(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.
S-64
SUPPLEMENTARY FINANCIAL STATEMENTS OF
FLEXTRONICS INTERNATIONAL LTD. (PARENT COMPANY)
BALANCE SHEETS
As of March 31
2016 2015
(In thousands, except share
amounts)
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 734,869 $ 608,971
Due from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,105,728 6,417,410
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,951 8,143
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,843,548 7,034,524
Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,815,426 1,799,956
Due from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,237,917 2,198,883
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,403 12,261
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$14,908,294
$11,045,624
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 58,836 $ 38,868
Due to subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,562,405 6,559,569
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,008 30,553
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,654,249 6,628,990
Long-term debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,644,402 2,015,899
Due to subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,750 11,750
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,021 28,171
Commitments and contingencies (Note 8)
Shareholders’ equity:
Ordinary shares, no par value; 595,062,966 and 613,562,761 issued, and
544,823,611 and 563,232,406 outstanding as of March 31, 2016 and
2015, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,987,214 7,265,827
Treasury stock, at cost; 50,239,355 shares as of March 31, 2016 and 2015 . . . . (388,215) (388,215)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,892,212) (4,336,293)
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (135,915) (180,505)
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,570,872 2,360,814
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$14,908,294
$11,045,624
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The accompanying notes are an integral part of these supplementary financial statements.
S-65
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS
1. ORGANIZATION OF THE COMPANY
Flextronics International Ltd. (the “Parent”), Registration Number 199002645H, was incorporated in the
Republic of Singapore in May 1990. It is principally engaged in investment holding. The address of the Parent’s
registered office is 2 Changi South Lane, Singapore 486123. The Parent, together with its subsidiaries (collectively
the “Company”), is a globally-recognized, leading provider of innovative design, engineering, manufacturing, and
supply chain services and solutions that span from sketch to scaletm; from conceptual sketch to full-scale
production. The Parent designs, builds, ships and services complete packaged consumer electronics and industrial
products for original equipment manufacturers (“OEMs”), through its activities in the following segments: High
Reliability Solutions (“HRS”), which is comprised of medical business including consumer health, digital health,
disposables, drug delivery, diagnostics, life sciences and imaging equipment; automotive business, including
vehicle electronics, connectivity, and clean technologies; and defense and aerospace businesses, focused on
commercial aviation, defense and military; Consumer Technologies Group (“CTG”), which includes mobile
devices business, including smart phones; consumer electronics business, including connected living, wearable
electronics including digital sport, game consoles, and connectivity devices; and high-volume computing business,
including various supply chain solutions for notebook personal computer (“PC”), tablets, and printers; in addition,
CTG group is expanding its business relationships to include supply chain optimization for non-electronics
products such as shoes and clothing; Industrial and Emerging Industries (“IEI”), which is comprised of
semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation
and kiosks, energy and metering, and lighting; and Communications & Enterprise Compute (“CEC”), formerly
referred to as 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 networks; 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.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
Amounts included in the financial statements are expressed in U.S. dollars unless otherwise designated.
The accompanying supplementary balance sheets comprise solely the standalone accounts of Flextronics
International Ltd., the Parent company. These balance sheets are prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S. GAAP”), other than as noted in the
paragraph entitled “Investment in and Due from/Due to Subsidiaries.”
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America (“U.S. GAAP” or “GAAP”) requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at
the date of the financial statements. Estimates are used in accounting for, among other things: tax expense; fair
values of financial instruments including deferred compensation plan assets and derivative instruments;
contingencies; and the fair values of stock options and share bonus awards granted under the Parent’s stock-based
compensation plans. Actual results may differ from previously estimated amounts, and such differences may be
material to the consolidated financial statements. Estimates and assumptions are reviewed periodically, and the
effects of revisions are reflected in the period they occur.
Translation of Foreign Currencies
The functional currency of the Parent is the U.S. dollar, with the exception of its Cayman branch, which is
measured in Euro. Accordingly, the financial position and results of operations of the Cayman branch are
measured using the Euro as the functional currency and all assets and liabilities are translated into the reporting
currency, which is the U.S. dollars at current exchange rates as of the applicable balance sheet date. Income and
S-66
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
expense items are translated at the average exchange rates prevailing during the period. Cumulative gains and
losses from the translation of the branch’s financial statements are reported as a separate component of
shareholders’ equity.
Additionally, the Parent’s Bermuda and Cayman branches enter into certain transactions with related
companies, including short-term contractual obligations and long-term loans. Certain of these obligations and
loans are denominated in currencies other than the U.S. dollar, primarily Chinese Renminbi, the Euro, Japanese
yen and Swedish krona. All contractual obligations are translated into U.S. dollars at current exchange rates as of
the applicable balance sheet date and the resulting foreign exchange gains and losses arising from the revaluation
relating to short-term contractual obligations are recognized in the statement of operations and foreign exchange
gains and losses relating to long-term loans are reported as a separate component of shareholders’ equity.
Cash and Cash Equivalents
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 bank accounts.
Investment in and Due from/Due to Subsidiaries
Investment in subsidiaries is accounted for using the equity method. Under this method, the Parent’s
investment in subsidiaries is reported as a separate line on the Parent’s balance sheet. U.S. GAAP requires that
these investments be consolidated rather than reported using the equity method.
The Parent also has amounts due from and to subsidiaries that are unsecured, and certain obligations have
interest rates ranging from 0.2% to 8.5% per annum. The Parent uses the investment in subsidiaries and due
from/due to subsidiaries accounts to manage liquidity and capital resources for the Company in a tax effective
manner.
Concentration of Credit Risk
Financial instruments, which potentially subject the Parent to concentrations of credit risk, are primarily
cash and cash equivalents, investments and derivative instruments.
The Parent 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 Parent’s investment portfolio consists of short term bank deposits and money market accounts.
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 Parent with that counterparty. To manage
counterparty risk, the Parent limits its derivative transactions to those with recognized financial institutions.
Derivative Instruments and Hedging Activities
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 IBOR 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.
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NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)
Recently Adopted Accounting Pronouncement
In April 2015, the Financial Accounting Standard 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, with amortization
of the costs being reported as interest expense. The Parent has elected to early adopt during the fourth quarter of
fiscal year 2016, and retrospectively adjusted all prior balance sheets presented. As a result of the adoption,
$12.7 million of debt issuance costs associated with the Parent’s bank borrowings and long-term debt as of
March 31, 2015, were reclassified from other noncurrent assets, to short-term and long-term debt in the
consolidated balance sheet.
3. SHARE-BASED COMPENSATION
Equity Compensation Plans
The Parent’s primary plan used for granting equity compensation awards is the 2010 Equity Incentive Plan
(the “2010 Plan”).
During fiscal year 2016, in conjunction with the acquisition of NEXTracker, the Parent assumed all of the
outstanding, unvested share bonus awards and outstanding, unvested options to purchase shares of common stock
of NEXTracker, and converted all these shares into Parent awards. As a result, the Parent offers an additional
equity compensation plan as of March 31, 2016, the 2014 NEXTracker Equity Incentive Plan (the “NEXTracker
Plan”), which is also administered by the Parent.
The 2010 Equity Incentive Plan
As of March 31, 2016, the Parent had approximately 27.1 million shares available for grant under the 2010
Plan. Options issued to employees under the 2010 Plan generally vest over four years and expire seven years from
the date of grant. Options granted to non-employee directors expire five years from the date of grant.
The exercise price of options granted to employees is determined by the Parent’s Board of Directors or the
Compensation Committee and may not be less than the closing price of the Parent’s ordinary shares on the date of
grant.
The Parent 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 Parent. Share bonus awards generally vest in installments over a three to five-year period and
unvested share bonus awards are forfeited upon termination of employment.
Vesting for certain share bonus awards is contingent upon both service and market conditions. Further,
vesting for certain share bonus awards granted to certain executive officers is contingent upon meeting certain
free cash flow targets.
Determining Fair Value—Options and share bonus awards
Valuation and Amortization Method—The Parent estimates the fair value of share options 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 Parent’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.
Expected Term—The Parent’s expected term used in the Black-Scholes valuation method represents the
period that the Parent’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.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
Expected Volatility—The Parent’s expected volatility used in the Black-Scholes valuation method is derived
from a combination of implied volatility related to publicly traded options to purchase Parent ordinary shares and
historical variability in the Parent’s periodic share price.
Expected Dividend—The Parent has never paid dividends on its ordinary shares and accordingly the
dividend yield percentage is zero for all periods.
Risk-Free Interest Rate—The Parent 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 years 2016. The fair value of the Parent’s share
options granted to employees for fiscal year 2015 was estimated using the following weighted-average assumptions:
Fiscal Year Ended
March 31, 2015
Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.3 years
46.9%
0.0%
2.3%
$4.85
Options granted during fiscal year 2015 had contractual lives of seven years.
Determining Fair Value—Share bonus awards with service and market conditions
Valuation and Amortization Method—The Parent estimates the fair value of share bonus 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 Flex—Volatility used in a Monte Carlo simulation is derived from the historical
volatility of Flex’s 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 2016 and 2015.
Average peer volatility—Volatility used in a 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 Parent within the same industry, for the share bonus
awards granted in fiscal years 2016 and 2015.
Average Peer Correlation—Correlation coefficients were used to model the movement of Flex’s 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 2016 and 2015.
Expected Dividend and Risk-Free Interest Rate assumptions—Same methodology as discussed above.
The fair value of the Parent’s share-bonus awards under the 2010 Plan, whereby vesting is contingent on
meeting certain market conditions, for fiscal years 2016 and 2015 was estimated using the following
weighted-average assumptions:
Fiscal Year Ended
March 31,
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average peer volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average peer correlation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 2015
26.0% 29.4%
23.0% 25.9%
0.6 0.6
0.0% 0.0%
1.2% 0.9%
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
Share-Based Awards Activity
The following is a summary of option activity for the Parent’s 2010 Plan (“Price” reflects the
weighted-average exercise price):
Fiscal Year Ended March 31,
2016 2015
Options
Price Options Price
Outstanding, beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,992,894 $ 7.81 23,612,872 $ 8.57
— 15,000 11.11
6.10 (3,600,900) 6.53
12.23 (4,034,078) 13.17
—
(10,006,774)
(3,616,484)
Outstanding, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,369,636 $ 8.31 15,992,894 $ 7.81
Options exercisable, end of fiscal year . . . . . . . . . . . . . . . . . . . . . .
2,359,527 $ 8.30 15,959,173 $ 7.81
The aggregate intrinsic value of options exercised under the Parent’s 2010 Plan (calculated as the difference
between the exercise price of the underlying award and the price of the Parent’s ordinary shares determined as of
the time of option exercise for options exercised in-the-money) was $55.3 million, $16.3 million during fiscal
years 2016 and 2015, respectively.
Cash received from option exercises under the 2010 Plan was $61.1 million, $23.5 million or fiscal years
2016 and 2015, respectively.
The following table presents the composition of options outstanding and exercisable under the 2010 Plan as
of March 31, 2016:
Options Outstanding Options Exercisable
Range of Exercise Prices
$1.94 - $5.75 . . . . . . . . . . . . . . . . . . . .
$5.87 - $7.07 . . . . . . . . . . . . . . . . . . . .
$7.08 - $10.59 . . . . . . . . . . . . . . . . . . .
$10.67 - $11.41 . . . . . . . . . . . . . . . . . .
$11.53 - $13.98 . . . . . . . . . . . . . . . . . .
$14.34 - $23.02 . . . . . . . . . . . . . . . . . .
Weighted Weighted
Average Average
Remaining Weighted Remaining Weighted
Number of Contractual Average Number of Contractual Average
Shares Life Exercise Shares Life Exercise
Outstanding (In Years) Price Exercisable (In Years) Price
1,148,421 0.40
$ 5.55 1,148,421 0.40
$ 5.55
40,002 1.55 6.55 37,521 1.41 6.54
323,646 1.76 8.25 323,646 1.76 8.25
549,067 0.34 11.23 541,439 0.27 11.23
273,500 0.50 13.37 273,500 0.50 13.37
35,000 0.42 15.95 35,000 0.42 15.95
$1.94 - $23.02 . . . . . . . . . . . . . . . . . . .
2,369,636 0.60
$ 8.31 2,359,527 0.59
$ 8.30
Options vested and expected to vest . .
2,368,361 0.60
$ 8.31
As of March 31, 2016 the aggregate intrinsic value for options outstanding, options vested and expected to
vest (which includes adjustments for expected forfeitures), and options exercisable under the Parent’s 2010 Plan,
were $9.4 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 Parent’s ordinary shares as of March 31, 2016 for the
approximately 2.1 million options that were in-the-money at March 31, 2016.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
The following table summarizes the Parent’s share bonus award activity under the 2010 Plan (“Price”
reflects the weighted-average grant-date fair value):
Fiscal Year Ended March 31,
2016 2015
Shares
Price Shares Price
Unvested share bonus awards outstanding,
beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,993,252 $ 9.01 21,848,120 $ 7.32
12.23 6,963,125 11.75
7,619,722
7.93 (7,246,056) 6.97
(8,529,378)
9.67 (2,571,937) 7.70
(1,083,520)
Unvested share bonus awards outstanding,
end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,000,076 $10.77 18,993,252 $ 9.01
Of the 7.6 million unvested share bonus awards granted under the 2010 Plan in fiscal year 2016,
approximately 0.2 million have an average grant date price of $12.10 per share and represents the target amount
of grants made to certain executive officers whereby vesting is contingent on meeting certain free cash flow
targets. These awards ultimately vest over a range from zero up to a maximum of 0.4 million of the target
payment based on a measurement of cumulative three-year increase of free cash flow from operations of the
Parent, and will cliff vest after a period of three-years.
Another 0.2 million of unvested share bonus awards granted in fiscal year 2016 have an average grant date
price of $12.06 per share and represents the target amount of grants made to certain employees whereby vesting is
contingent on meeting certain operating profit targets. These awards ultimately vest over a range from zero up to
a maximum of 0.4 million of the target payments based on the operating profit achievements of a certain business
unit of the Parent over a four-year period. The vesting will begin on March 31, 2016 and occur every year over a
period of four years contingent on meeting the agreed targets.
Further, 0.7 million of unvested share bonus awards granted in fiscal year 2016 represents the target amount
of grants made to certain key employees whereby vesting is contingent on certain market conditions. The average
grant date fair value of these awards was estimated to be $14.96 per award and was calculated using a Monte Carlo
simulation. Vesting information of these shares are further detailed in the table below.
Of the 17.0 million unvested share bonus awards outstanding under the 2010 Plan as of the fiscal year ended
2016, approximately 3.2 million of unvested share bonus awards under the 2010 Plan represents the target amount
of grants made to certain key employees whereby vesting is contingent on meeting certain market conditions
summarized as follows:
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Targeted number Average
of awards as of grant date Range of shares that
may be issued
March 31, 2016 fair value
(in shares) (per share) Market condition Minimum Maximum Assessment dates
726,995
$14.96 Vesting ranges from zero to 200% — 1,453,990 May 2018
Year of grant
Fiscal 2016 . . .
based on measurement of Flextronics’
total shareholder return against both
the Standard and Poor’s (“S&P”) 500
Composite Index and an Extended
Electronics Manufacturing
Services (“EMS”) Group Index.
Fiscal 2015 . . .
based on measurement of Flextronics’
total shareholder return against both
the S&P 500 Composite Index and
an EMS Group Index.
706,747
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$14.77 Vesting ranges from zero to 200% — 1,413,494 May 2017
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
Targeted number
of awards as of
March 31, 2016 fair value
Average
grant date
Range of shares that
may be issued
(in shares) (per share) Market condition Minimum Maximum Assessment dates
1,810,000
$ 9.36 Vesting ranges from zero to 200% — 3,620,000 May 2016
Year of grant
Fiscal 2014 . . .
based on measurement of Flextronics’
total shareholder return against both
the S&P 500 Composite Index and an
EMS Group Index.
Totals . . . . . . .
3,243,742
6,487,484
In accordance with the accounting guidance, the Parent 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 2016, 2.2 million shares vested in connection with the remaining number of share bonus awards with
market conditions granted in fiscal year 2013, and 0.5 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 Parent’s 2010 Plan was $103.2 million and
$79.0 million during fiscal years 2016 and 2015, respectively, based on the closing price of the Parent’s ordinary
shares on the date vested.
The 2014 NEXTracker Equity Incentive Plan
All shares granted during fiscal year 2016 under the NEXTracker plan are the result of the Parent’s
conversion of all outstanding, unvested shares of NEXTracker into unvested shares of the Parent, as part of the
acquisition. No additional grants will be made out of this plan in the future and therefore there are no shares
available for grant under the NEXTracker Plan as of March 31, 2016. Options issued to employees under the
NEXTracker Plan generally have a vesting period of two to four years from vesting commencement date and
expire ten years from the date of grant.
The exercise price of options granted to employees was determined by the Parent based on a conversion rate
agreed upon in the purchase agreement of NEXTracker.
The Parent also granted share bonus awards under the NEXTracker Plan. These share bonus awards vest in
installments over a three to five-year period from vesting commencement date, and unvested share bonus awards
are forfeited upon termination of employment. Vesting for certain of these share bonus awards is contingent on
meeting certain performance targets over a three-year period commencing October 1, 2015.
Determining Fair Value
The fair value of the Parent’s share options granted to employees under the NEXTracker Plan for fiscal year
2016 was estimated using the following weighted-average assumptions:
Fiscal Year Ended
March 31, 2016
Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.9 years
28.8%
0.0%
0.9%
$7.76
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
Share-Based Awards Activity
The following is a summary of option activity for the NEXTracker Plan (“Price” reflects the
weighted-average exercise price):
Fiscal Year Ended
March 31,
2016
Options Price
Outstanding, beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $ —
3,205,806 3.28
(237,380) 0.99
(226,572) 3.75
Outstanding, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,741,854
$3.44
Options exercisable, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
223,869
$4.95
Of the 3.2 million unvested share-based awards granted under the NEXTracker Plan in fiscal year 2016,
approximately 0.5 million of unvested share-based awards have an average grant date price of $7.76 per share and
represents the number of grants made to certain NEXTracker employees whereby the right to exercise is
contingent on meeting certain performance targets over a three-year period commencing October 1, 2015.
The aggregate intrinsic value of options exercised under the NEXTracker plan (calculated as the difference
between the exercise price of the underlying award and the price of the Parent’s ordinary shares determined as of
the time of option exercise for options exercised in-the-money) was $2.32 million as of March 31, 2016.
Cash received from option exercises under the NEXTracker Plan was $0.2 million for fiscal year 2016.
The following table presents the composition of options outstanding and exercisable under the NEXTracker
Plan as of March 31, 2016:
Options Outstanding Options Exercisable
Range of Exercise Prices
$0.08 - $5.24 . . . . . . . . . . . . . . . . . . . .
$5.25 - $10.65 . . . . . . . . . . . . . . . . . . .
Weighted Weighted
Average Average
Remaining Weighted Remaining Weighted
Number of Contractual Average Number of Contractual Average
Shares Life Exercise Shares Life Exercise
Outstanding (In Years) Price Exercisable (In Years) Price
2,088,258 9.49
$ 0.79
653,596 9.49 10.65 94,493 9.49 10.65
$ 1.19 129,376 9.49
$0.08 - $10.65 . . . . . . . . . . . . . . . . . . .
2,741,854 9.49
$ 3.44 223,869 9.49
$ 4.95
Options vested and expected to vest . .
2,741,854 9.49
$ 3.44
As of March 31, 2016 the aggregate intrinsic value, for options outstanding, options vested and expected to
vest (which includes adjustments for expected forfeitures), and options exercisable under the Parent’s
NEXTracker Plan, were $23.6 million, $23.6 million, and $1.59 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 Parent’s ordinary shares as of March 31, 2016 for the approximately 2.7 million options under the
NEXTracker Plan that were in-the-money at March 31, 2016.
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NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)
The following table summarizes the Parent’s share bonus award activity under the NEXTracker Plan (“Price”
reflects the weighted-average grant-date fair value):
Fiscal Year Ended
March 31,
2016
Shares Price
Unvested share bonus awards outstanding, beginning of fiscal year . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— $ —
2,393,195 10.27
(31,925) 10.27
(52,174) 10.27
Unvested share bonus awards outstanding, end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . .
2,309,096
$10.27
Of the 2.4 million unvested share bonus awards granted under the NEXTracker Plan as of the fiscal year
ended 2016, approximately 0.9 million of unvested shares bonus awards represents the target amount of grants
made to certain NEXTracker employees whereby vesting is contingent on meeting certain performance targets
over a three-year period commencing October 1, 2015.
The total intrinsic value of share bonus awards vested under the Parent’s NEXTracker Plan was $0.35 million
during fiscal year 2016, based on the closing price of the Parent’s ordinary shares on the date vested.
4. BANK BORROWINGS AND LONG-TERM DEBT
Bank borrowings and long-term debt are as follows:
As of March 31,
2016 2015
(In thousands)
Term Loan, including current portion, due in installments through August 2018 . . $ 577,500 $ 592,500
Term Loan, including current portion, due in installments through March 2019 . . 547,500 475,000
4.625% Notes due February 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 500,000
5.000% Notes due February 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 500,000
4.750% Notes due June 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 595,589 —
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,351) (12,733)
2,703,238 2,054,767
Current portion, net of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (58,836) (38,868)
Non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,644,402 $2,015,899
The weighted average interest rates for the Parent’s long-term debt were 3.5% and 3.2% as of both
March 31, 2016 and 2015, respectively.
Repayments of the Parent’s long-term debt are as follows:
Fiscal Year Ending March 31, Amount
(In thousands)
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 58,836
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,001,944
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 496,949
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,102,860
$2,720,589
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
4. BANK BORROWINGS AND LONG-TERM DEBT (Continued)
Term loan due August 2018
On August 30, 2013, the Parent 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 Parent’s option, either at (i) LIBOR plus the applicable
margin for LIBOR loans ranging between 1.00% and 2.00%, based on the Parent’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 Parent’s credit rating.
This term loan is unsecured, and contains customary restrictions on the Parent’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 Parent 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, 2016, the Parent was in compliance with the covenants under this term loan agreement.
Term Loan Agreement due March 2019 and Revolving Line of Credit
On September 30, 2015, the Parent amended its former $2.0 billion credit facility (“Credit Facility”) to
increase the $500.0 million term loan maturing in March 2019 by $100.0 million. Quarterly repayments of
principal under this term loan were amended to $7.5 million through March 31, 2016, and will be increased to
$11.3 million thereafter with the remainder due upon maturity. As of March 31, 2016 the amended Credit Facility
consists of a $1.5 billion revolving credit facility and a $600.0 million term loan, which is due to expire in
March 2019.
Borrowings under this facility bear interest, at the Parent’s option, either at (i) LIBOR plus the applicable
margin for LIBOR loans ranging between 1.125% and 2.125%, based on the Parent’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 Parent’s credit
rating. The Parent 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 Parent’s credit rating.
This Credit Facility is unsecured, and contains customary restrictions on the Parent’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 Parent 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, 2016, the Parent was in compliance with the covenants under this loan agreement.
Notes due February 2020 and February 2023
On February 20, 2013, the Parent 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 Parent exchanged these notes for new
notes with substantially similar terms and completed the registration of these notes with the Securities and
Exchange Commission. The Parent 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.
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NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
4. BANK BORROWINGS AND LONG-TERM DEBT (Continued)
Interest on the Notes is payable semi-annually, which commenced on August 15, 2013. The Notes are senior
unsecured obligations of the Parent, rank equally with all of the Parent’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 Parent’s 100% owned subsidiaries that guarantees indebtedness under, or is a borrower
under, the Parent’s Credit Facility or the Parent’s Term Loan due 2018.
At any time prior to maturity, the Parent 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 Parent 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.
The indenture governing the Notes contains covenants that, among other things, restrict the ability of the
Parent and certain of the Parent’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 Parent’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 Parent 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
agreement 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,
2016, the Parent was in compliance with the covenants in the indenture governing the Notes.
Notes due June 2025
On June 8, 2015, the Parent issued $600 million of 4.750% Notes (“Notes”) due June 15, 2025 in a private
offering pursuant to Rule 144A and Regulation S under the Securities Act, at 99.213% of face value, and an
effective yield of approximately 4.850%. The Parent received net proceeds of approximately $595.3 million from
the issuance which was used for general corporate purposes. During January 2016, the Parent exchanged these
notes for new notes with substantially similar terms and completed the registration of these notes with the
Securities and Exchange Commission.
The Parent incurred approximately $7.9 million of costs in conjunction with the issuance of the Notes. The
issuance costs were capitalized and presented on the balance sheet as a direct deduction from the carrying amount
of the Notes.
Interest on the Notes is payable semi-annually, commencing on December 15, 2015. The Notes are senior
unsecured obligations of the Parent, rank equally with all of the Parent’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 Parent’s 100% owned subsidiaries that guarantees indebtedness under, or is a borrower
under, the Parent’s Term Loan Agreement and Revolving Line of Credit.
At any time prior to March 15, 2025, the Parent 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 and 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 Parent 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.
The indenture governing the Notes contains covenants that, among other things, restrict the ability of the
Parent and certain of the Parent’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 Parent’s assets to, another person, or permit any other person to consolidate, merge,
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
4. BANK BORROWINGS AND LONG-TERM DEBT (Continued)
combine or amalgamate with or into the Parent. 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 Parent 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 agreement
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, but upon certain conditions
such declaration and its consequences may be rescinded and annulled by the holders of a majority in principal
amount of the Notes. As of March 31, 2016, the Parent was in compliance with the covenants in the indenture
governing the Notes.
Other Credit Lines
The Parent also has uncommitted bilateral facilities in the amount of $25.0 million in the aggregate, under
which there were no amounts outstanding as of March 31, 2016 and 2015.
5. FINANCIAL INSTRUMENTS
Foreign Currency Contracts
The Parent enters into short-term foreign currency forward and swap contracts to hedge only those currency
exposures associated with certain assets and liabilities, primarily intercompany balances. The Parent has
established risk management programs to protect against volatility in the value of non-functional currency
denominated monetary assets and liabilities. Gains and losses on the Parent’s forward and swap contracts are
designed to offset losses and gains on the assets and liabilities hedged, and accordingly, generally do not subject
the Parent to risk of significant accounting losses. The Parent 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. The aggregate notional amount of outstanding contracts was
$628.2 million as of March 31, 2016. These foreign exchange contracts, which expire in approximately one
month, settle primarily in the Euro.
6. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES
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 Parent 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 are quoted prices in active markets for identical
assets or liabilities.
The Parent does not have any assets or liabilities valued using Level 1 observable inputs.
Level 2—Applies to assets or liabilities for which there are 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.
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NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
6. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Continued)
The Parent has deferred compensation plans for its officers and certain other employees. Deferred amounts
under the plans are invested in hypothetical investments selected by the participant or the participant’s investment
manager. The Parent’s deferred compensation plans comprise of cash and cash equivalents and mutual 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 Parent values foreign exchange forward contracts using level 2 observable inputs which primarily
include foreign currency and interest spot and forward rates quoted by banks or foreign currency dealers.
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 Parent does not have any assets or liabilities valued using unobservable inputs.
There were no transfers between levels in the fair value hierarchy during the fiscal years 2016 and 2015.
Financial Instruments Measured at Fair Value on a Recurring Basis
The following table presents the Parent’s assets and liabilities measured at fair value on a recurring basis as
of March 31, 2016 and 2015:
Fair Value Measurements as of March 31, 2016
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Deferred compensation plan assets:
Money market accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$— $ 251
Mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,628 — 4,628
$— $ 251
Liabilities:
Foreign exchange forward contracts . . . . . . . . . . . . . . . . . . . . . . . .
$— $(4,915)
$— $(4,915)
Fair Value Measurements as of March 31, 2015
Level 1 Level 2 Level 3 Total
(In thousands)
Assets:
Deferred compensation plan assets:
Money market accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$— $ 310
Mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,500 — 4,500
— 7,748
Foreign exchange forward contracts . . . . . . . . . . . . . . . . . . . . . . . .
$— $ 310
— 7,748
Other financial instruments
The following table presents the Parent’s liabilities not carried at fair value as at March 31, 2016 and 2015:
As of March 31, 2016 As of March 31, 2015
Carrying Fair Carrying Fair Fair Value
Amount Value Amount Value Hierarchy
(In thousands)
Term Loan, including current portion,
due in installments through August 2018 . . .
$ 577,500 $ 573,533 $ 592,500 $ 582,131 Level 1
Term Loan, including current portion,
due in installments through March 2019 . . .
4.625% Notes due February 2020 . . . . . . . . . .
5.000% Notes due February 2023 . . . . . . . . . .
4.750% Notes due June 2025 . . . . . . . . . . . . . .
547,500 542,709 475,000 465,500 Level 1
500,000 524,735 500,000 523,750 Level 1
500,000 507,500 500,000 543,150 Level 1
595,589 604,926 — — Level 1
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,720,589 $2,753,403 $2,067,500 $2,114,531
All loans above are valued based on broker trading prices in active markets.
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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
7. ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component, net of tax, during fiscal years ended
March 31, 2016 and 2015 are as follows:
Fiscal Year Ended March 31, 2016
Unrealized loss on Foreign currency
derivative instruments translation
and other adjustments Total
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications . . . . . . .
Net losses reclassified from accumulated other
$(68,266) $(112,239) $(180,505)
(2,199) (3,145) (5,344)
comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,943 20,991 49,934
Net current-period other comprehensive gain . . . . . . . . . . . . .
26,744 17,846 44,590
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(41,522) $ (94,393) $(135,915)
Fiscal Year Ended March 31, 2015
Unrealized loss on Foreign currency
derivative instruments translation
and other adjustments Total
(In thousands)
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications . . . . . . .
Net (gains) losses reclassified from accumulated other
$(32,849) $ (93,307) $(126,156)
(76,470) (9,318) (85,788)
comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41,053 (9,614) 31,439
Net current-period other comprehensive loss . . . . . . . . . . . . .
(35,417) (18,932) (54,349)
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(68,266) $(112,239) $(180,505)
Substantially all unrealized losses relating to derivative instruments and other, reclassified from accumulated
other comprehensive loss for the fiscal year ended March 31, 2016, was recognized as a component of cost of
sales in the consolidated statement of operations, which primarily relate to the Parent’s foreign currency contracts
accounted for as cash flow hedges.
8. COMMITMENTS AND CONTINGENCIES
Litigation and other legal matters
During the fourth quarter of fiscal 2014, one of the Parent’s Brazilian subsidiaries received an assessment
for certain sales and import taxes. The tax assessment notice is for nine months of calendar year 2010 for an
alleged amount of 50 million Brazilian reals (approximately $13.8 million based on the exchange rate as of
March 31, 2016) plus interest. This assessment is in the second stage of the review process at the administrative
level, and the Parent plans to continue to vigorously oppose it as well as any future assessments. The Parent is,
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, it
is unable to reasonably estimate a range of loss for this assessment or any future assessments that are reasonably
possible. The Parent does not expect final judicial determination on these claims for several years.
During fiscal year 2015, one of the Parent’s non-operating Brazilian subsidiaries received an assessment of
approximately $100 million related to income and social contribution taxes, interest and penalties. The Parent
believes there is no legal basis for the assessment and expects that any losses are remote. The Parent plans to
vigorously defend itself through the administrative and judicial processes.
In addition, from time to time, the Parent is subject to legal proceedings, claims, and litigation arising in the
ordinary course of business. The Parent defends itself vigorously against any such claims. Although the outcome
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NOTES TO SUPPLEMENTARY FINANCIAL STATEMENTS (Continued)
8. COMMITMENTS AND CONTINGENCIES (Continued)
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
Parent’s consolidated balance sheets, would not be material to the financial statements as a whole.
Guarantees
As of March 31, 2016, the Parent issued approximately $2.3 billion in bank guarantees in connection with
bank credit extensions of certain of its subsidiaries. The Parent also issued other guarantees in connection with
supplier arrangements and guarantees associated with certain operating leases that were entered into by its
subsidiaries.
9. INCOME TAXES
The Parent is a Singapore corporation and is a non-resident for Singapore tax purposes. Non-Singapore
resident taxpayers, subject to certain exceptions, are subject to income tax on (1) income that is accrued in or
derived from Singapore and (2) foreign income received in Singapore.
Since the Parent did not derive income from or receive foreign income in Singapore, it is not subject to
Singapore income tax. To the extent that the Parent continues to meet the above-mentioned requirements as
determined by current law, no Singapore income tax will be imposed on the Parent. In addition, the Parent has no
material taxable income in other jurisdictions. Accordingly, the Parent records minimal current income tax
expense and does not record any deferred income taxes.
10. SHARE REPURCHASE PLAN
During fiscal year 2016, the Parent repurchased approximately 37.3 million shares for an aggregate purchase
value of approximately $412.8 million under two separate repurchase plans as further discussed below.
During the second quarter of fiscal year 2016, the Parent repurchased the entire remaining amount under a
prior share repurchase plan that was approved by the Parent’s Board of Directors on August 28, 2014 and the
Parent’s shareholders at the 2014 Extraordinary General Meeting held on August 28, 2014, or approximately
13.2 million shares for an aggregate purchase value of approximately $154.9 million, and retired all of these shares.
Under the Parent’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 Parent’s shareholders at the date of the most recent Extraordinary General Meeting held on August 20, 2015.
During fiscal year 2016, the Parent repurchased approximately 24.1 million shares for an aggregate purchase
value of approximately $257.9 million under this plan, including amounts accrued but not paid, and retired all of
these shares. As of March 31, 2016, shares in the aggregate amount of $242.1 million were available to be
repurchased under the current plan.
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EXECUTIVE OFFICERS
Michael M. McNamara—Chief Executive Officer
Christopher Collier—Chief Financial Officer
François Barbier—President, Global Operations and
Components
David Bennett—Chief Accounting Officer
Paul Humphries—President, High Reliability Solutions
DIRECTORS
H. Raymond Bingham—Advisory Director, Riverwood
Capital Management LP, a private equity firm
Michael D. Capellas—Principal, Capellas Strategic Partners,
a strategic advisory firm
Michael M. McNamara—Chief Executive Officer, Flextronics
International Ltd.
Marc A. Onetto—Former Senior Vice President of Worldwide
Operations and Customer Service, Amazon.com Inc.
Daniel H. Schulman—President and CEO of Paypal, Inc.
Dr. Willy C. Shih—Professor of Management Practice at the
Harvard Business School
Lay Koon Tan—Former President, Chief Executive Officer
and Director, STATS ChipPAC Ltd.
William D. Watkins—Chairman and Chief Executive Officer,
Imergy Power Systems, Inc.
Lawrence A. Zimmerman—Former Vice Chairman and Chief
Financial Officer, Xerox Corporation
FORWARD LOOKING STATEMENTS
This annual report, including the letter to our shareholders,
may contain “forward-looking statements” within the meaning
of Section 21E of the Securities Exchange Act of 1934. Any
statements contained herein that are not statements of
historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words
“believes,” “anticipates,” “plans,” “expects,” “seeks,”
“estimates” and similar expressions are intended to identify
forward-looking statements. While the company may elect to
update forward-looking statements in the future, it specifically
disclaims its obligation to do so, even if the company’s
estimates change. A number of factors could cause the results
of the company to differ materially from those indicated by
such forward-looking statements, including those detailed
under the heading “Risk Factors” in Part I, Item 1A, in the
accompanying Annual Report on Form 10-K for the fiscal year
ended March 31, 2016.
Shareholder Information
CORPORATE HEADQUARTERS
2 Changi South Lane
Singapore 486123
Tel: +65.6876.9899
ANNUAL GENERAL MEETING
The Annual General Meeting of Shareholders will be held at
9:00 A.M. Pacific time on August 24, 2016. The meeting will
be held at:
Flext
847 Gibraltar Drive
Milpitas, California 95035
Tel: +1.408.576.7000
STOCK LISTING
The Company’s ordinary shares are traded on the NASDAQ
Global Select Market under the symbol FLEX.
WEBSITE
www.flextronics.com
INVESTOR RELATIONS
For shareholder or investor related inquiries, contact:
Flextronics International Ltd.
Investor Relations
6201 America Center Drive
San Jose, CA 95002
Tel: +1.408.576.7985
Fax: +1.408.576.7106
Email: investor_relations@flextronics.com
In order to help reduce costs, please report any duplicate mailings
of shareholder materials by contacting Investor Relations.
SEC FILINGS
The Company makes available through its Internet website,
annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, Section 16 reports and
amendments to those reports filed or furnished pursuant to
Section 13(a) of the Securities Exchange Act of 1934 as soon
as reasonably practicable after electronically filing such
material with, or furnishing it to, the Securities and Exchange
Commission. Upon request, we will furnish without charge
to each person to whom this report is delivered a copy of
any exhibit listed in our Annual Report on Form 10-K for
the fiscal year ended March 31, 2016. You may request a
copy of this information at no cost, by writing or
telephoning us at our principal U.S. offices at the investor
relations contact above.
TRANSFER AGENT AND REGISTRAR
For questions regarding misplaced share certificates, changes
of address or the consolidation of accounts, please contact the
Company’s transfer agent:
Computershare Trust Company NA
First Class, Registered and Certified Mail
Computershare
P.O. Box 30170
College Station, Texas 77842
Shareholder Contact Center: 1.877.373.6374
Overnight Courier
Computershare
211 Quality Circle, Suite 210
College Station, Texas 77845-3170
Tel: 1.781.575.2879
Information in this document is subject to change without notice. FLEX and Flextronics are trademarks of Flextronics International Ltd. All
other trademarks are the properties of their respective owners.
© Copyright Flextronics International Ltd. 2015. All rights reserved. Reproduction, adaptation, or translation without prior written permission
is prohibited except as allowed under the copyright laws.
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Flextronics International Ltd.
2016 Annual General Meeting of Shareholders
Directions and Parking Information
August 24, 2016
9:00 A.M. Pacific time
The Annual General Meeting of Shareholders will be held at 847 Gibraltar Drive, Milpitas, California 95035 at
9:00 A.M. Pacific time.
Directions from San Francisco International Airport
• Head North on International Terminal Departures
• Take the ramp to US-101 S
• Keep left at the fork and merge onto US-101 S
• Continue on US-101 S to Milpitas
• Take the exit onto CA-237 E toward Alviso/Milpitas
• Take the California 237 exit toward Calaveras Blvd/Milpitas
• Turn right onto S Milpitas Blvd
• Turn right onto Gibraltar Drive and continue to 847 Gibraltar Drive (on left)
Directions from Mineta San Jose International Airport
• Head Northwest on Airport Blvd toward Airport Pkwy
• Slight right onto Airport Pkwy
• Continue onto E Brokaw Road
• Turn right onto the Interstate 880 N ramp and continue on I 880 N to Montague Expwy
• Take the Montague Expwy exit, keep right at the fork and follow signs to Montague Expwy E
• Continue on Montague Expwy E
• Turn left onto S Milpitas Blvd
• Turn left onto Gibraltar Drive and continue to 847 Gibraltar Drive (on left)
Directions from Oakland International Airport
• Head Southeast the slight left toward Airport Drive
• Continue onto Airport Drive
• Continue onto Bessie Coleman Drive
• Continue onto 98th Avenue then slight right onto I-880 S ramp to San Jose
• Continue onto I-880 S
• Take the CA-237 E/Calaveras Blvd exit toward McCarthy Blvd
• Turn left onto W Calaveras Blvd
• Turn right onto S Milpitas Blvd
• Turn right onto Gibraltar Drive and continue to 847 Gibraltar Drive (on left)
Parking
Flex has reserved parking spaces for shareholders attending the meeting. These spaces will be designated as
“Reserved for Flex Shareholders’ Meeting.”
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www.flextronics.com