Annual Statements Open main menu

FLEX LTD. - Quarter Report: 2013 December (Form 10-Q)

Table of Contents

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2013

 

Or

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                   to                   

 

Commission file number 0-23354

 

FLEXTRONICS INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

 

Singapore

 

Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

2 Changi South Lane,

 

 

Singapore

 

486123

(Address of registrant’s principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code

(65) 6876-9899

 

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 x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 x No o

 

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. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

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 January 24, 2014

 

 

 

Ordinary Shares, No Par Value

 

602,407,232

 

 

 



Table of Contents

 

FLEXTRONICS INTERNATIONAL LTD.

 

INDEX

 

 

 

 

Page

 

PART I. FINANCIAL INFORMATION

 

3

 

 

 

 

Item 1.

Financial Statements

 

3

 

Report of Independent Registered Public Accounting Firm

 

3

 

Condensed Consolidated Balance Sheets (unaudited) — December 31, 2013 and March 31, 2013

 

4

 

Condensed Consolidated Statements of Operations (unaudited) — Three-Month and Nine-Month Periods Ended December 31, 2013 and December 31, 2012

 

5

 

Condensed Consolidated Statements of Comprehensive Income (unaudited) — Three-Month and Nine-Month Periods Ended December 31, 2013 and December 31, 2012

 

6

 

Condensed Consolidated Statements of Cash Flows (unaudited) — Nine-Month Periods Ended December 31, 2013 and December 31, 2012

 

7

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

26

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

33

Item 4.

Controls and Procedures

 

33

 

 

 

 

 

PART II. OTHER INFORMATION

 

34

 

 

 

 

Item 1.

Legal Proceedings

 

34

Item 1A.

Risk Factors

 

34

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

34

Item 3.

Defaults Upon Senior Securities

 

34

Item 4.

Mine Safety Disclosures

 

34

Item 5.

Other Information

 

34

Item 6.

Exhibits

 

34

Signatures

 

 

35

 

2



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of
Flextronics International Ltd.
Singapore

 

We have reviewed the accompanying condensed consolidated balance sheet of Flextronics International Ltd. and subsidiaries (the “Company”) as of December 31, 2013, and the related condensed consolidated statements of operations and of comprehensive income for the three-month and nine-month periods ended December 31, 2013 and December 31, 2012, and the condensed consolidated statements of cash flows for the nine-month periods ended December 31, 2013 and December 31, 2012. These interim financial statements are the responsibility of the Company’s management.

 

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Flextronics International Ltd. and subsidiaries as of March 31, 2013, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 28, 2013, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2013 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ DELOITTE & TOUCHE LLP

 

San Jose, California

 

January 31, 2014

 

3



Table of Contents

 

FLEXTRONICS INTERNATIONAL LTD.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

As of

 

As of

 

 

 

December 31, 2013

 

March 31, 2013

 

 

 

(In thousands,

 

 

 

except share amounts)

 

 

 

(Unaudited)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,617,245

 

$

1,587,087

 

Accounts receivable, net of allowance for doubtful accounts of $2,693 and $10,877 as of December 31, 2013 and March 31, 2013, respectively

 

2,551,030

 

2,111,996

 

Inventories

 

3,972,127

 

2,722,500

 

Other current assets

 

1,552,521

 

1,349,818

 

Total current assets

 

9,692,923

 

7,771,401

 

Property and equipment, net

 

2,380,711

 

2,174,588

 

Goodwill and other intangible assets, net

 

381,831

 

343,552

 

Other assets

 

361,572

 

302,014

 

Total assets

 

$

12,817,037

 

$

10,591,555

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Bank borrowings and current portion of long-term debt

 

$

54,951

 

$

416,654

 

Accounts payable

 

4,968,640

 

3,705,297

 

Accrued payroll

 

385,640

 

351,683

 

Other current liabilities

 

2,655,261

 

1,699,151

 

Total current liabilities

 

8,064,492

 

6,172,785

 

Long-term debt, net of current portion

 

2,000,694

 

1,650,973

 

Other liabilities

 

497,299

 

521,039

 

Commitments and contingencies (Note 14)

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Flextronics International Ltd. shareholders’ equity

 

 

 

 

 

Ordinary shares, no par value; 652,468,175 and 689,159,139 issued, and 602,228,820 and 638,919,784 outstanding as of December 31, 2013 and March 31, 2013, respectively

 

7,709,453

 

8,015,142

 

Treasury shares, at cost; 50,239,355 shares as of December 31, 2013 and March 31, 2013

 

(388,215

)

(388,215

)

Accumulated deficit

 

(4,980,069

)

(5,302,688

)

Accumulated other comprehensive loss

 

(120,422

)

(77,481

)

Total Flextronics International Ltd. shareholders’ equity

 

2,220,747

 

2,246,758

 

Noncontrolling interests

 

33,805

 

 

Total shareholders’ equity

 

2,254,552

 

2,246,758

 

Total liabilities and shareholders’ equity

 

$

12,817,037

 

$

10,591,555

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4



Table of Contents

 

FLEXTRONICS INTERNATIONAL LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31, 2013

 

December 31, 2012

 

December 31, 2013

 

December 31, 2012

 

 

 

(In thousands, except per share amounts)

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

7,183,442

 

$

6,123,321

 

$

19,384,673

 

$

18,274,157

 

Cost of sales

 

6,784,823

 

5,778,544

 

18,271,470

 

17,205,251

 

Restructuring charges

 

 

98,315

 

35,126

 

98,315

 

Gross profit

 

398,619

 

246,462

 

1,078,077

 

970,591

 

Selling, general and administrative expenses

 

224,576

 

207,224

 

661,061

 

589,751

 

Intangible amortization

 

5,575

 

6,137

 

21,495

 

21,211

 

Restructuring charges

 

 

4,376

 

5,634

 

4,376

 

Interest and other, net

 

14,743

 

(17,089

)

48,028

 

(16,754

)

Income from continuing operations before income taxes

 

153,725

 

45,814

 

341,859

 

372,007

 

Provision for (benefit from) income taxes

 

8,568

 

(8,782

)

19,240

 

20,189

 

Income from continuing operations

 

145,157

 

54,596

 

322,619

 

351,818

 

Loss from discontinued operations, net of tax

 

 

(7,248

)

 

(25,451

)

Net income

 

$

145,157

 

$

47,348

 

$

322,619

 

$

326,367

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.24

 

$

0.08

 

$

0.52

 

$

0.53

 

Diluted

 

$

0.23

 

$

0.08

 

$

0.51

 

$

0.52

 

Loss from discontinued operations:

 

 

 

 

 

 

 

 

 

Basic

 

$

 

$

(0.01

)

$

 

$

(0.04

)

Diluted

 

$

 

$

(0.01

)

$

 

$

(0.04

)

Net income:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.24

 

$

0.07

 

$

0.52

 

$

0.49

 

Diluted

 

$

0.23

 

$

0.07

 

$

0.51

 

$

0.48

 

Weighted-average shares used in computing per share amounts:

 

 

 

 

 

 

 

 

 

Basic

 

606,724

 

658,925

 

614,539

 

666,852

 

Diluted

 

618,677

 

669,488

 

627,399

 

678,610

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5



Table of Contents

 

FLEXTRONICS INTERNATIONAL LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31, 2013

 

December 31, 2012

 

December 31, 2013

 

December 31, 2012

 

 

 

(In thousands)

 

 

 

(Unaudited)

 

Net income

 

$

145,157

 

$

47,348

 

$

322,619

 

$

326,367

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of zero tax

 

(13,960

)

(10,603

)

(43,457

)

(21,575

)

Unrealized gain (loss) on derivative instruments and other, net of zero tax

 

1,097

 

(3,088

)

516

 

3,015

 

Comprehensive income

 

$

132,294

 

$

33,657

 

$

279,678

 

$

307,807

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6



Table of Contents

 

FLEXTRONICS INTERNATIONAL LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Nine-Month Periods Ended

 

 

 

December 31, 2013

 

December 31, 2012

 

 

 

(In thousands)

 

 

 

(Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

322,619

 

$

326,367

 

Depreciation, amortization and other impairment charges

 

345,044

 

430,238

 

Changes in working capital and other

 

450,644

 

249,452

 

Net cash provided by operating activities

 

1,118,307

 

1,006,057

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchases of property and equipment

 

(526,026

)

(377,901

)

Proceeds from the disposition of property and equipment

 

64,873

 

49,819

 

Acquisition of businesses, net of cash acquired

 

(238,031

)

(183,896

)

Proceeds from divestiture of business, net of cash held in divested business

 

4,599

 

22,585

 

Other investing activities, net

 

(12,067

)

(93,633

)

Net cash used in investing activities

 

(706,652

)

(583,026

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from bank borrowings and long-term debt

 

1,003,294

 

171,673

 

Repayments of bank borrowings, long-term debt and capital lease obligations

 

(518,549

)

(290,230

)

Payments for early retirement of long-term debt

 

(544,840

)

 

Payments for repurchase of ordinary shares

 

(362,693

)

(208,208

)

Net proceeds from issuance of ordinary shares

 

21,106

 

14,632

 

Other financing activities, net

 

46,298

 

85,590

 

Net cash used in financing activities

 

(355,384

)

(226,543

)

Effect of exchange rates on cash and cash equivalents

 

(26,113

)

(8,704

)

Net increase in cash and cash equivalents

 

30,158

 

187,784

 

Cash and cash equivalents, beginning of period

 

1,587,087

 

1,518,329

 

Cash and cash equivalents, end of period

 

$

1,617,245

 

$

1,706,113

 

 

 

 

 

 

 

Non-cash investing activity:

 

 

 

 

 

Accounts payable for fixed assets purchases

 

$

57,483

 

$

74,278

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

7



Table of Contents

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.  ORGANIZATION OF THE COMPANY AND BASIS OF PRESENTATION

 

Organization of the Company

 

Flextronics International Ltd. (“Flextronics” or the “Company”) was incorporated in the Republic of Singapore in May 1990. The Company’s operations have expanded over the years through a combination of organic growth and acquisitions. The Company is a leading global supply chain solutions provider of advanced design, manufacturing and services to original equipment manufacturers (“OEMs”) of a broad range of electronic products serving customers in the following markets: High Reliability Solutions (“HRS”), which is comprised of our medical, automotive, and defense and aerospace businesses; High Velocity Solutions (“HVS”), which includes our mobile devices business, including smart phones, and consumer electronics, including game consoles and wearable electronics, and our high-volume computing business, including various supply chain solutions for notebook personal computing (“PC”), tablets, and printers; Industrial and Emerging Industries (“IEI”), which is comprised of household appliances, semi-cap equipment, kiosks, energy and our emerging industries businesses; and Integrated Network Solutions (“INS”), which includes our telecommunications infrastructure, data networking, connected home, and server and storage businesses. The Company’s strategy is to provide customers with a full range of cost competitive, global supply chain solutions through which the Company can design, build, ship and service a complete packaged product for its OEM customers. OEM customers 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), supply chain management software solutions and component product offerings like rigid and flexible printed circuit boards and power adapters and chargers.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2013 contained in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended December 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2014.

 

During the fourth quarter of fiscal 2013, the Company recorded certain purchase accounting adjustments in connection with an acquisition of a business that was consummated in the third quarter of fiscal 2013.  These purchase accounting adjustments resulted in the release of $22.3 million of valuation allowances for deferred tax assets. In accordance with the accounting guidance applicable to business combinations, the Company re-casted the operating results for the quarter ended December 31, 2012 to reflect the release of the valuation allowance for deferred tax assets.

 

The first quarter for fiscal year 2014 and fiscal year 2013 ended on June 28, 2013 and June 29, 2012, respectively. The second quarter for fiscal year 2014 and fiscal year 2013 ended on September 27, 2013 and September 28, 2012, respectively. The Company’s third fiscal quarter ends on December 31, and the fourth fiscal quarter, and year, ends on March 31 of each year.

 

2.  BALANCE SHEET ITEMS

 

Inventories

 

The components of inventories, net of applicable lower of cost or market write-downs, were as follows:

 

8



Table of Contents

 

 

 

As of

 

As of

 

 

 

December 31, 2013

 

March 31, 2013

 

 

 

(In thousands)

 

Raw materials

 

$

2,567,982

 

$

1,683,098

 

Work-in-progress

 

642,064

 

421,706

 

Finished goods

 

762,081

 

617,696

 

 

 

$

3,972,127

 

$

2,722,500

 

 

Goodwill and Other Intangibles

 

The following table summarizes the activity in the Company’s goodwill account during the nine-month period ended December 31, 2013:

 

 

 

Amount

 

 

 

(In thousands)

 

Balance, beginning of the year

 

$

262,005

 

Additions (1)

 

26,384

 

Purchase accounting adjustments (2) 

 

4,034

 

Foreign currency translation adjustments

 

429

 

Balance, end of the period

 

$

292,852

 

 


(1)                                 The goodwill generated from the Company’s business combinations completed during the nine-month period ended December 31, 2013 is 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.  See note 13 to the condensed consolidated financial statements for additional information.

(2)                                 Includes adjustments based on management’s estimates resulting from 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 and acquisitions were not individually, nor in the aggregate, significant to the Company.

 

The components of acquired intangible assets are as follows:

 

 

 

As of December 31, 2013

 

As of March 31, 2013

 

 

 

Gross

 

 

 

Net

 

Gross

 

 

 

Net

 

 

 

Carrying

 

Accumulated

 

Carrying

 

Carrying

 

Accumulated

 

Carrying

 

 

 

Amount

 

Amortization

 

Amount

 

Amount

 

Amortization

 

Amount

 

 

 

(In thousands)

 

Intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer-related intangibles

 

$

200,920

 

$

(134,612

)

$

66,308

 

$

294,310

 

$

(224,517

)

$

69,793

 

Licenses and other intangibles

 

34,166

 

(11,495

)

22,671

 

21,040

 

(9,286

)

11,754

 

Total

 

$

235,086

 

$

(146,107

)

$

88,979

 

$

315,350

 

$

(233,803

)

$

81,547

 

 

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized.  During the three-month period ended December 31, 2013, the value of customer-related intangible assets and licenses and other intangible assets increased by $12.9 million and $7.6 million, respectively, as a result of our acquisition of Riwisa AG.  The purchase price allocation is preliminary and is subject to change as the Company continues to evaluate the value of assets and liabilities relating to this acquisition. Refer to note 13 to the condensed consolidated financial statements for further discussion of the Riwisa AG acquisition.  During the nine-month period ended December 31, 2013, certain customer relationship intangibles were fully amortized, offset by the increase in intangible assets in connection with the aforementioned acquisition.  The estimated future annual amortization expense for intangible assets is as follows:

 

9



Table of Contents

 

Fiscal Year Ending March 31,

 

Amount

 

 

 

(In thousands)

 

2014 (1)

 

$

6,951

 

2015

 

25,968

 

2016

 

20,969

 

2017

 

13,661

 

2018

 

8,605

 

Thereafter

 

12,825

 

Total amortization expense

 

$

88,979

 

 


(1)                     Represents estimated amortization for the remaining three-month period ending March 31, 2014.

 

Other Current Liabilities

 

Other current liabilities include customer working capital advances of $934.8 million and $214.1 million as of December 31, 2013 and March 31, 2013, respectively.  These amounts are not interest bearing, do not have fixed repayment dates and are generally reduced as the underlying working capital is consumed in production.

 

3.  SHARE-BASED COMPENSATION

 

The following table summarizes the Company’s share-based compensation expense:

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31, 2013

 

December 31, 2012

 

December 31, 2013

 

December 31, 2012

 

 

 

(In thousands)

 

Cost of sales

 

$

1,800

 

$

1,530

 

$

5,018

 

$

4,045

 

Selling, general and administrative expenses

 

11,311

 

6,986

 

25,399

 

22,663

 

Total stock-based compensation expense

 

$

13,111

 

$

8,516

 

$

30,417

 

$

26,708

 

 

Total unrecognized compensation expense related to share options is $0.9 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 1.2 years. As of December 31, 2013, the number of options outstanding and exercisable was 27.0 million and 26.7 million, respectively, at weighted-average exercise prices of $8.92 and $8.94 per share, respectively.

 

During the nine-month period ended December 31, 2013, the Company granted 8.7 million unvested share bonus awards at an average grant date price of $8.05 per share, under its 2010 Equity Incentive Plan.  Of this amount, approximately 2.3 million represents the target amount of grants made to certain key employees whereby vesting is contingent on certain market conditions.  The number of shares that ultimately will vest range from zero and up to a maximum of 200% based on a measurement of the change in the Company’s share price over a certain specified period against the change in both the Standard and Poor’s (“S&P”) 500 Composite Index and an Extended Electronics Manufacturing Services (“EMS”) Group Index over the same period, and will cliff vest after a period of three years, if such market conditions have been met. The number of shares issued can range from zero to 4.6 million.  The average grant-date fair value of these awards was estimated to be $9.34 per share and was calculated using a Monte Carlo simulation.

 

As of December 31, 2013, approximately 22.7 million unvested share bonus awards were outstanding, of which vesting for a targeted amount of 5.2 million is contingent on meeting certain market conditions.  The number of shares issued can range from zero to 9.9 million based on the achievement levels of the respective market conditions.

 

As of December 31, 2013, total unrecognized compensation expense related to unvested share bonus awards is $96.9 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 2.45 years. Approximately $17.3 million of the total unrecognized compensation cost, net of estimated forfeitures, is related to awards whereby vesting is contingent on meeting certain market conditions.

 

10



Table of Contents

 

4.  EARNINGS PER SHARE

 

The following table reflects the basic weighted-average ordinary shares outstanding and diluted weighted-average ordinary share equivalents used to calculate basic and diluted income from continuing and discontinued operations per share:

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31, 2013

 

December 31, 2012

 

December 31, 2013

 

December 31, 2012

 

 

 

(In thousands, except per share amounts)

 

Basic earnings from continuing and discontinued operations per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

145,157

 

$

54,596

 

$

322,619

 

$

351,818

 

Loss from discontinued operations

 

 

(7,248

)

 

(25,451

)

Net income

 

$

145,157

 

$

47,348

 

$

322,619

 

$

326,367

 

Shares used in computation:

 

 

 

 

 

 

 

 

 

Weighted-average ordinary shares outstanding

 

606,724

 

658,925

 

614,539

 

666,852

 

 

 

 

 

 

 

 

 

 

 

Basic earnings from continuing operations per share

 

$

0.24

 

$

0.08

 

$

0.52

 

$

0.53

 

Basic loss from discontinued operations per share

 

$

 

$

(0.01

)

$

 

$

(0.04

)

Basic earnings per share

 

$

0.24

 

$

0.07

 

$

0.52

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings from continuing and discontinued operations per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

145,157

 

$

54,596

 

$

322,619

 

$

351,818

 

Loss from discontinued operations

 

 

(7,248

)

 

(25,451

)

Net income

 

$

145,157

 

$

47,348

 

$

322,619

 

$

326,367

 

Shares used in computation:

 

 

 

 

 

 

 

 

 

Weighted-average ordinary shares outstanding

 

606,724

 

658,925

 

614,539

 

666,852

 

 

 

 

 

 

 

 

 

 

 

Weighted-average ordinary share equivalents from stock options and awards (1) (2)

 

11,953

 

10,563

 

12,860

 

11,758

 

Weighted-average ordinary shares and ordinary share equivalents outstanding

 

618,677

 

669,488

 

627,399

 

678,610

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings from continuing operations per share

 

$

0.23

 

$

0.08

 

$

0.51

 

$

0.52

 

Diluted loss from discontinued operations per share

 

$

 

$

(0.01

)

$

 

$

(0.04

)

Diluted earnings per share

 

$

0.23

 

$

0.07

 

$

0.51

 

$

0.48

 

 


(1)         Options to purchase 16.5 million and 19.7 million ordinary shares during the three-month periods ended December 31, 2013 and December 31, 2012, respectively, and 0.2 million and 0.9 million share bonus awards during the three-month periods ended December 31, 2013 and December 31, 2012, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted average ordinary share equivalents.

 

(2)         Options to purchase 16.5 million and 21.0 million ordinary shares during the nine-month periods ended December 31, 2013 and December 31, 2012, respectively, and 0.1 million and 0.5 million share bonus awards during the nine-month periods ended December 31, 2013 and December 31, 2012, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted average ordinary share equivalents.

 

5.  NON-CONTROLLING INTERESTS

 

On December 17, 2013, a previously wholly-owned subsidiary of the Company issued a non-controlling equity interest to a third party investor in exchange for $33.8 million in cash for an ownership interest 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 condensed consolidated financial statements include the financial position and results of operations of this subsidiary as of December 31, 2013 and for the three-month and nine-month periods then ended.

 

The Company has recognized the carrying value of the non-controlling interest as a component of total shareholders’ equity.  The operating results of the subsidiary attributable to the non-controlling interest are immaterial for all of the periods presented and are included in interest and other, net.

 

6.  BANK BORROWINGS AND LONG-TERM DEBT

 

Bank borrowings and long-term debt are as follows:

 

11



Table of Contents

 

 

 

As of

 

As of

 

 

 

December 31, 2013

 

March 31, 2013

 

 

 

(In thousands)

 

 

 

 

 

 

 

Term Loan, including current portion, due October 2014

 

$

 

$

170,340

 

Term Loan, including current portion, due in installments through October 2016

 

436,641

 

517,500

 

Term Loan, including current portion, due in installments through August 2018

 

600,000

 

 

4.625% Notes due February 2020

 

500,000

 

500,000

 

5.000% Notes due February 2023

 

500,000

 

500,000

 

Asia Term Loans

 

 

375,000

 

Other

 

19,004

 

4,787

 

 

 

2,055,645

 

2,067,627

 

Current portion

 

(54,951

)

(416,654

)

Non-current portion

 

$

2,000,694

 

$

1,650,973

 

 

The weighted average interest rates for the Company’s long-term debt were 3.2% and 3.5% as of December 31, 2013 and March 31, 2013, respectively.

 

On August 30, 2013, the Company entered into a $600 million term loan agreement due August 30, 2018 and used part of the proceeds to repay the outstanding balances of the term loan due October 2014 and the Asia Term Loans in full amounting to $170.3 million and $374.5 million, respectively. The remaining $55.2 million was used to repay part of the term loan due October 2016 and upfront bank fees.

 

Borrowings under the term loan due August 2018 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.

 

The term loan due August 2018 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 December 31, 2013, the Company was in compliance with the covenants under this term loan agreement.

 

Repayments of the Company’s long term debt outstanding as of December 31, 2013 are as follows:

 

Fiscal Year Ending March 31,

 

Amount

 

 

 

(In thousands)

 

2014 (1)

 

$

23,190

 

2015

 

44,518

 

2016

 

52,018

 

2017

 

368,351

 

2018

 

15,000

 

Thereafter

 

1,552,568

 

Total

 

$

2,055,645

 

 


(1)                     Represents scheduled repayments for the remaining three-month period ending March 31, 2014.

 

12



Table of Contents

 

7.  INTEREST AND OTHER, NET

 

During the three-month and nine-month periods ended December 31, 2013, the Company recognized interest expense of $19.9 million and $60.4 million, respectively, on its debt obligations outstanding during the period. During the three-month and nine-month periods ended December 31, 2012, the Company recognized interest expense of $15.8 million and $47.1 million, respectively.

 

During the three-month and nine-month periods ended December 31, 2013, the Company recognized interest income of $4.7 million and $11.9 million, respectively. During the three-month and nine-month periods ended December 31, 2012, the Company recognized interest income of $3.7 million and $15.4 million, respectively.

 

During the three-month and nine-month periods ended December 31, 2013, the Company recognized gains on foreign exchange transactions of $3.3 million and $11.3 million, respectively. During the three-month and nine-month periods ended December 31, 2012, the Company recognized gains on foreign exchange transactions of $6.3 million and $13.9 million, respectively.

 

The Company had warrants to purchase common shares of a certain supplier, which were exercised and the underlying shares were sold for total proceeds of $67.3 million resulting in a loss of $7.1 million during the nine-month period ended December 31, 2013. The Company recognized a gain of $64.8 million relating to the change in fair value of these same warrants during the nine-month period ended December 31, 2012.

 

8.  FINANCIAL INSTRUMENTS

 

Foreign Currency Contracts

 

The Company enters into forward contracts and foreign currency swap contracts to manage the foreign currency risk associated with monetary accounts and anticipated foreign currency denominated transactions.  The Company hedges committed exposures and does not engage in speculative transactions.  As of December 31, 2013, the aggregate notional amount of the Company’s outstanding foreign currency forward and swap contracts was $4.0 billion as summarized below:

 

 

 

Foreign Currency Amount

 

Notional Contract Value in USD

 

Currency

 

Buy

 

Sell

 

Buy

 

Sell

 

 

 

(In thousands)

 

Cash Flow Hedges

 

 

 

 

 

 

 

 

 

CNY

 

3,301,000

 

 

$

544,567

 

$

 

EUR

 

7,825

 

58,593

 

10,808

 

80,396

 

HUF

 

11,797,000

 

 

54,998

 

 

ILS

 

5,300

 

 

1,524

 

 

MXN

 

1,633,300

 

 

124,935

 

 

MYR

 

282,880

 

 

85,864

 

 

SGD

 

33,419

 

 

26,368

 

 

Other

 

N/A

 

N/A

 

47,924

 

400

 

 

 

 

 

 

 

896,988

 

80,796

 

Other Forward/Swap Contracts

 

 

 

 

 

 

 

 

 

BRL

 

80,300

 

71,300

 

34,015

 

30,203

 

CAD

 

118,254

 

110,482

 

111,283

 

103,856

 

CNY

 

886,290

 

 

145,631

 

 

EUR

 

446,780

 

603,079

 

615,804

 

830,322

 

GBP

 

32,540

 

56,956

 

53,726

 

93,910

 

HUF

 

17,616,300

 

19,921,600

 

82,127

 

92,875

 

JPY

 

9,193,270

 

6,440,830

 

87,561

 

61,709

 

MXN

 

1,674,690

 

1,108,520

 

128,101

 

84,793

 

MYR

 

233,391

 

51,354

 

70,843

 

15,588

 

SEK

 

248,048

 

407,204

 

38,546

 

63,257

 

SGD

 

38,950

 

9,629

 

30,733

 

7,598

 

Other

 

N/A

 

N/A

 

154,559

 

111,177

 

 

 

 

 

 

 

1,552,929

 

1,495,288

 

 

 

 

 

 

 

 

 

 

 

Total Notional Contract Value in USD

 

 

 

 

 

$

2,449,917

 

$

1,576,084

 

 

Certain of these contracts are designed to economically hedge the Company’s exposure to monetary assets and liabilities denominated in a non-functional currency and are not accounted for as hedges under the accounting standards.  Accordingly, changes in the fair value of these instruments are recognized in earnings during the period of change as a component of interest and other, net

 

13



Table of Contents

 

in the condensed consolidated statements of operations.  Gains or losses from fair value adjustments for these instruments are designed to offset losses and gains from the Company’s revaluation of monetary assets and liabilities denominated in a non-functional currency. As of December 31, 2013 and March 31, 2013, the Company also has included net deferred gains in accumulated other comprehensive loss, a component of shareholders’ equity in the condensed 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 were not material as of December 31, 2013, and are expected to be recognized primarily as a component of cost of sales in the condensed consolidated statements of operations primarily over the next twelve-month period. The gains and losses recognized in earnings due to hedge ineffectiveness were not material for all fiscal periods presented and are included as a component of interest and other, net in the condensed consolidated statements of operations.

 

The following table presents the fair value of the Company’s derivative instruments located on the condensed consolidated balance sheets utilized for foreign currency risk management purposes:

 

 

 

Fair Values of Derivative Instruments

 

 

 

Asset Derivatives

 

Liability Derivatives

 

 

 

 

 

Fair Value

 

 

 

Fair Value

 

 

 

Balance Sheet
Location

 

December 31,
2013

 

March 31,
2013

 

Balance Sheet
Location

 

December 31,
2013

 

March 31,
2013

 

 

 

(In thousands)

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

Other current assets

 

$

9,396

 

$

11,032

 

Other current liabilities

 

$

2,718

 

$

3,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

Other current assets

 

$

8,591

 

$

16,531

 

Other current liabilities

 

$

14,159

 

$

11,291

 

 

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 condensed 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 the three-month and nine-month periods ended December 31, 2013 are as follows:

 

 

 

Three-Month Period Ended

 

Nine-Month Period Ended

 

 

 

December 31, 2013

 

December 31, 2013

 

 

 

Unrealized gain (loss) on
derivative instruments
and other

 

Foreign currency
translation
adjustments

 

Total

 

Unrealized gain (loss) on
derivative instruments
and other

 

Foreign currency
translation
adjustments

 

Total

 

 

 

(In thousands)

 

Beginning balance

 

$

(19,438

)

$

(88,121

)

$

(107,559

)

$

(18,857

)

$

(58,624

)

$

(77,481

)

Other comprehensive gain (loss) before reclassifications

 

471

 

(13,960

)

(13,489

)

163

 

(43,457

)

(43,294

)

Net losses reclassified from accumulated other comprehensive loss

 

626

 

 

626

 

353

 

 

353

 

Net current-period other comprehensive gain (loss)

 

1,097

 

(13,960

)

(12,863

)

516

 

(43,457

)

(42,941

)

Ending balance

 

$

(18,341

)

$

(102,081

)

$

(120,422

)

$

(18,341

)

$

(102,081

)

$

(120,422

)

 

Substantially all unrealized losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the three-month and nine-month periods ended December 31, 2013, was recognized as a component of cost of sales in the condensed consolidated statement of operations, which primarily relate to the Company’s foreign currency contracts accounted for as cash flow hedges.

 

14



Table of Contents

 

10.  TRADE RECEIVABLES SECURITIZATION

 

The Company sells trade receivables under two asset-backed securitization programs and under 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, which in turn sell 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.  The Company maintains a continuing involvement in the receivables sold as a result of the deferred purchase price. The investment limits by the financial institutions are $500.0 million for the Global Program and $300.0 million for the North American Program and require a minimum level of deferred purchase price receivable to be retained by the Company in connection with the sales.

 

Servicing fees recognized during the three-month and nine-month periods ended December 31, 2013 and December 31, 2012 were not material and are included in interest and other, net within the condensed 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 and liabilities are recognized.

 

As of December 31, 2013, approximately $1.2 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 $633.9 million and deferred purchase price receivables of approximately $528.8 million.  As of March 31, 2013, approximately $1.0 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $556.9 million and deferred purchase price receivables of approximately $412.4 million.  The deferred purchase price receivables are included in other current assets as of December 31, 2013 and March 31, 2013, 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 condensed consolidated statements of operations and were immaterial for all periods presented.

 

As of December 31, 2013 and March 31, 2013, the accounts receivable balances that were sold under the ABS Programs were removed from the condensed consolidated balance sheets and the net cash proceeds received by the Company were included as cash provided by operating activities in the condensed consolidated statements of cash flows.

 

For the nine-month periods ended December 31, 2013 and December 31, 2012, cash flows from sales of receivables under the ABS Programs consisted of approximately $3.0 billion and $2.8 billion for transfers of receivables, respectively (of which approximately $0.3 billion and $0.5 billion, respectively, represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers for both periods).

 

The following table summarizes the activity in the deferred purchase price receivables account:

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31,
2013

 

December 31,
2012

 

December 31,
2013

 

December 31,
2012

 

 

 

(In thousands)

 

Beginning balance

 

$

558,311

 

$

458,085

 

$

412,357

 

$

514,895

 

Transfers of receivables

 

1,066,512

 

953,620

 

2,933,053

 

2,669,102

 

Collections

 

(1,095,993

)

(949,691

)

(2,816,580

)

(2,721,983

)

Ending balance

 

$

528,830

 

$

462,014

 

$

528,830

 

$

462,014

 

 

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 $517.1 million and $163.6 million as of December 31, 2013 and March 31, 2013, respectively. For the nine-month periods ended December 31, 2013 and December 31, 2012, total accounts receivable sold to certain third party banking institutions was approximately $2.7 billion and $820.7 million, respectively. The loss on sales of accounts receivables sold was not material for the three-month and nine-month periods ended December 31, 2013 and December 31, 2012 and is recorded in interest and other, net in the condensed consolidated statements of operations.  The receivables that were sold were removed from the condensed consolidated balance sheets and were reflected as cash provided by operating activities in the condensed consolidated statements of cash flows.

 

15



Table of Contents

 

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.  Deferred amounts 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 for the most part included in other noncurrent assets on the condensed consolidated balance sheets and primarily 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 certain contingent consideration in connection with its business acquisitions, which is measured at fair value based on internal models and inputs primarily consisting of revenue and certain operating results targets. Changes to these inputs will result in insignificant increases in the fair value of these contingent considerations, or reducing the fair value to zero. The following table summarizes the activities related to contingent consideration:

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31,
2013

 

December 31,
2012

 

December 31,
2013

 

December 31,
2012

 

 

 

(In thousands)

 

Beginning balance

 

$

16,000

 

$

10,431

 

$

25,000

 

$

1,151

 

Additions to accrual

 

 

15,000

 

 

25,000

 

Payments

 

 

(230

)

 

(625

)

Fair value adjustments

 

(3,700

)

 

(12,700

)

(325

)

Ending balance

 

$

12,300

 

$

25,201

 

$

12,300

 

$

25,201

 

 

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 and 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, risk free interest rate) in isolation would result in lower fair value estimates.  Any change in fair value and the interrelationship between these inputs is insignificant.  Refer to

 

16



Table of Contents

 

note 10 to the condensed consolidated financial statements for a reconciliation of the change in the deferred purchase price receivable during the three-month and nine-month periods ended December 31, 2013 and December 31, 2012.

 

There were no transfers between levels in the fair value hierarchy during the three-month and nine-month periods ended December 31, 2013 and December 31, 2012.

 

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:

 

 

 

Fair Value Measurements as of December 31, 2013

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)

 

$

 

$

882,918

 

$

 

$

882,918

 

Deferred purchase price receivable (Note 10)

 

 

 

528,830

 

528,830

 

Foreign exchange forward contracts (Note 8)

 

 

17,987

 

 

17,987

 

Deferred compensation plan assets:

 

 

 

 

 

 

 

 

 

Mutual funds, money market accounts and equity securities

 

9,372

 

42,645

 

 

52,017

 

Liabilities:

 

 

 

 

 

 

 

 

 

Foreign exchange forward contracts (Note 8)

 

$

 

$

(16,877

)

$

 

$

(16,877

)

Contingent consideration in connection with business acquisitions

 

 

 

(12,300

)

(12,300

)

 

 

 

Fair Value Measurements as of March 31, 2013

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)

 

$

 

$

497,390

 

$

 

$

497,390

 

Deferred purchase price receivable (Note 10)

 

 

 

412,357

 

412,357

 

Foreign exchange forward contracts (Note 8)

 

 

27,563

 

 

27,563

 

Warrants to purchase common shares

 

 

 

74,437

 

74,437

 

Deferred compensation plan assets:

 

 

 

 

 

 

 

 

 

Mutual funds, money market accounts and equity securities

 

6,931

 

40,972

 

 

47,903

 

Liabilities:

 

 

 

 

 

 

 

 

 

Foreign exchange forward contracts (Note 8)

 

$

 

$

(15,290

)

$

 

$

(15,290

)

Contingent consideration in connection with business acquisitions

 

 

 

(25,000

)

(25,000

)

 

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 December 31, 2013

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

Assets held for sale

 

$

 

$

18,882

 

$

 

$

18,882

 

 

 

 

Fair Value Measurements as of March 31, 2013

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

Assets held for sale

 

$

 

$

11,089

 

$

 

$

11,089

 

Property and equipment

 

 

25,331

 

 

25,331

 

 

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 the nine-month period ended December 31, 2013, the Company recognized an

 

17



Table of Contents

 

impairment charge of $4.3 million in fair value adjustments and sold $9.1 million of assets held for sale.  The assets held for sale as of December 31, 2013 primarily represent manufacturing facilities that have been closed as part of the Company’s facility consolidations and the related manufacturing assets.

 

Property and equipment

 

Property and equipment includes the carrying value of certain assets that were impaired during the fiscal year ended March 31, 2013 as a result of the Company’s restructuring activities as further discussed in note 12 to the condensed consolidated financial statements.

 

There were no transfers between levels in the fair value hierarchy for these long-lived assets during the three-month and nine-month periods ended December 31, 2013 and December 31, 2012.

 

Other financial instruments

 

The following table presents the Company’s debt not carried at fair value:

 

 

 

As of December 31, 2013

 

As of March 31, 2013

 

 

 

 

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Fair Value

 

 

 

Amount

 

Value

 

Amount

 

Value

 

Hierarchy

 

 

 

(In thousands)

 

 

 

Term Loan, including current portion, due October 2014

 

$

 

$

 

$

170,340

 

$

170,496

 

Level 1

 

Term Loan, including current portion, due in installments through October 2016

 

436,641

 

435,824

 

517,500

 

518,794

 

Level 1

 

Term Loan, including current portion, due in installments through August 2018

 

600,000

 

591,000

 

 

 

Level 1

 

4.625% Notes due February 2020

 

500,000

 

502,350

 

500,000

 

507,190

 

Level 1

 

5.000% Notes due February 2023

 

500,000

 

472,250

 

500,000

 

500,000

 

Level 1

 

Asia Term Loans

 

 

 

375,000

 

375,343

 

Level 2

 

Total

 

$

2,036,641

 

$

2,001,424

 

$

2,062,840

 

$

2,071,823

 

 

 

 

The term loans and Notes are valued based on broker trading prices in active markets.

 

The Company’s Asia Term Loans were not traded publicly; however, as the pricing, maturity and other pertinent terms of these loans closely approximated those of the Term Loan Agreements dated October 1, 2007, and October 19, 2011, management estimated the respective trading prices would be approximately the same.

 

12.  RESTRUCTURING CHARGES

 

The Company initiated certain restructuring activities intended to improve its operational efficiencies by reducing excess workforce and capacity during fiscal year 2013. These restructuring activities extended through the first quarter of fiscal 2014. There were no restructuring charges incurred during the three-month period ended December 31, 2013. Restructuring charges are recorded based upon employee termination dates, site closure and consolidation plans.

 

During the nine-month period ended December 31, 2013, the Company recognized restructuring charges of approximately $40.8 million, of which $32.2 million was associated with the terminations of 5,106 identified employees. The identified employee terminations by reportable geographic region amounted to approximately 3,947, 1,105 and 54 for Asia, the Americas and Europe, respectively. The costs associated with these restructuring activities include employee severance, other personnel costs, non-cash impairment charges on equipment no longer in use and to be disposed of, and other exit related costs due to facility closures or rationalizations.  Of the total restructuring charges, $1.9 million were non-cash charges related to the impairment of long-lived assets, and were classified as a component of cost of sales.

 

The components of the restructuring charges by geographic region during the nine-month period ended December 31, 2013 were as follows:

 

 

 

Americas

 

Asia

 

Europe

 

Total

 

 

 

(In thousands)

 

Severance

 

$

11,331

 

$

16,205

 

$

4,631

 

$

32,167

 

Long-lived asset impairment

 

 

1,900

 

 

1,900

 

Other exit costs

 

2,248

 

3,157

 

1,288

 

6,693

 

Total restructuring charges

 

$

13,579

 

$

21,262

 

$

5,919

 

$

40,760

 

 

18



Table of Contents

 

The majority of severance costs were classified as a component of cost of sales.

 

During the nine-month period ended December 31, 2013, the Company recognized approximately $6.7 million of other exit costs, which was primarily 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 December 31, 2013 for charges incurred in fiscal year 2014 and prior periods:

 

 

 

 

 

Long-Lived

 

Other

 

 

 

 

 

Severance

 

Asset Impairment

 

Exit Costs

 

Total

 

 

 

(In thousands)

 

Balance as of March 31, 2013

 

$

83,689

 

$

 

$

14,211

 

$

97,900

 

Provision for charges incurred in first quarter of fiscal year 2014

 

32,167

 

1,900

 

6,693

 

40,760

 

Cash payments for charges incurred in fiscal year 2014 and 2013

 

(21,523

)

 

(2,872

)

(24,395

)

Cash payments for charges incurred in fiscal year 2010 and prior

 

(236

)

 

(1,164

)

(1,400

)

Non-cash charges incurred in first quarter of fiscal year 2014

 

 

(1,900

)

 

(1,900

)

Balance as of June 28, 2013

 

94,097

 

 

16,868

 

110,965

 

Cash payments for charges incurred in fiscal year 2014 and 2013

 

(40,209

)

 

(4,717

)

(44,926

)

Cash payments for charges incurred in fiscal year 2010 and prior

 

(335

)

 

(277

)

(612

)

Balance as of September 27, 2013

 

53,553

 

 

11,874

 

65,427

 

Cash payments for charges incurred in fiscal year 2014 and 2013

 

(9,312

)

 

(3,178

)

(12,490

)

Cash payments for charges incurred in fiscal year 2010 and prior

 

(153

)

 

(194

)

(347

)

Balance as of December 31, 2013

 

44,088

 

 

8,502

 

52,590

 

Less: current portion (classified as other current liabilities)

 

40,265

 

 

5,563

 

45,828

 

Accrued restructuring costs, net of current portion (classified as other liabilities)

 

$

3,823

 

$

 

$

2,939

 

$

6,762

 

 

13.  BUSINESS AND ASSET ACQUISITIONS

 

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 LLC for mobile devices in conjunction with this acquisition.  This acquisition expanded the Company’s relationship with Google’s Motorola Mobility and its capabilities in the mobile devices market. The results of operations were included in the Company’s condensed consolidated financial results beginning on the date of acquisition.  Revenues were approximately 12.6% of total revenue for the three-month period ended December 31, 2013 and 10.1% of total revenue for the nine-month period ended December 31, 2013.  Income before tax of the acquired operations during the three-month and nine-month periods ended December 31, 2013 was not significant to the condensed consolidated financial results of the Company.  On a pro forma basis, the estimated increase to our previously reported revenue amounts to reflect the acquisition of this business as of the first day of the prior comparative period is $838.4 million and $2.7 billion for the three-month and nine-month periods ended December 31, 2012, respectively, and operating results for the same periods were immaterial.

 

The cash consideration for this acquisition amounted to $178.9 million. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition.  Management is in the process of determining the fair value amounts for certain assets acquired, including the value of identifiable intangible assets and certain liabilities assumed.  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 assumed of Google’s Motorola Mobility LLC as of December 31, 2013.  There were no changes in the fair value of assets acquired and liabilities assumed during the three-month period ended December 31, 2013.

 

19



Table of Contents

 

 

 

Amount

 

 

 

(In thousands)

 

Current assets:

 

 

 

Inventory

 

$

97,740

 

Other current assets

 

237

 

Total current assets

 

97,977

 

Property and equipment

 

45,198

 

Goodwill

 

2,844

 

Intangible assets — customer relationships

 

2,948

 

Other assets

 

31,457

 

Total assets

 

$

180,424

 

 

 

 

 

Current liabilities:

 

 

 

Other current liabilities

 

$

1,519

 

Total liabilities

 

1,519

 

Total aggregate purchase price

 

$

178,905

 

 

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 amounting to $9.4 million.  This acquisition expanded the Company’s capabilities in the medical devices market, particularly precision plastics. 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 condensed consolidated financial results beginning on the date of acquisition.  Pro-forma results of operations for this acquisition have not been presented because the effects of the acquisition were not material to the Company’s financial results.

 

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.  Management is in the process of determining the fair value amounts for certain assets acquired, including the value of identifiable intangible assets and certain liabilities assumed.  The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.  The Company recorded $20.5 million as intangible assets and $18.7 million as goodwill based on a preliminary assessment of fair value of assets acquired and liabilities assumed.

 

Further, during the nine-month period ended December 31, 2013, the Company completed two other acquisitions for total cash consideration of $15.1 million.  Neither of these acquisitions was 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 plastic parts, components and molds.  The Company acquired primarily property and equipment and inventory and recorded goodwill amounting to $4.9 million in connection with these acquisitions.  The results of operations were included in the Company’s condensed 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 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.

 

14.  COMMITMENTS AND CONTINGENCIES

 

Litigation and other legal matters

 

On December 11, 2013, Xilinx, Inc. (plaintiff) filed a lawsuit in Santa Clara County, California, Superior Court against Flextronics International, Ltd.; Flextronics International USA, Inc.; and Flextronics Corporation (Case No. 113CV257431).  The complaint asserts various claims, including fraud, negligent misrepresentation, breach of contract, and unfair competition, based on specific alleged incidents concerning our purchases and sales of Xilinx products.  The plaintiff seeks an unspecified amount of compensatory, statutory, punitive, and other forms of damages, injunctive relief, and attorneys’ fees and costs.  The plaintiff also seeks a jury trial.  The Company is investigating the allegations and is unable to estimate a range of reasonably possible losses in this matter at this time.

 

20



Table of Contents

 

In addition, from time to time, the Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business including tax assessments. 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 its condensed consolidated balance sheets would not be material to the financial statements as a whole.

 

15.  SHARE REPURCHASES

 

During the three-month and nine-month periods ended December 31, 2013 the Company repurchased 5.9 million shares at an aggregate purchase price of $44.4 million and 47.1 million shares at an aggregate purchase price of $357.1 million, respectively and retired all these shares.

 

On September 30, 2013, the Singapore Companies Act was amended to increase the share repurchase limit for companies incorporated in Singapore, from 10% to 20% of their shares outstanding as of the most recent shareholder approval date, subject to the requirements under the Singapore Companies Act.

 

16.  DISCONTINUED OPERATIONS

 

During fiscal year 2013, the Company finalized the sale of two non-core businesses.  In accordance with the accounting guidance, these non-core businesses qualified as discontinued operations, and accordingly, the Company reported the results of operations of these businesses in discontinued operations within the condensed consolidated statements of operations for all periods presented as applicable.

 

The results from discontinued operations for the three-month and nine-month periods ended December 31, 2012 were as follows:

 

 

 

Three-Month
Periods Ended

 

Nine-Month
Periods Ended

 

 

 

December 31,
2012

 

December 31,
2012

 

 

 

(In thousands)

 

Net sales

 

$

8,581

 

$

40,593

 

Cost of sales

 

8,487

 

42,793

 

Gross profit (loss)

 

94

 

(2,200

)

Selling, general and administrative expenses

 

3

 

1,930

 

Intangibles amortization

 

 

11,000

 

Interest and other, net

 

7,333

 

11,280

 

Loss before income taxes

 

(7,242

)

(26,410

)

Provision for (benefit from) income taxes

 

6

 

(959

)

Net loss of discontinued operations

 

$

(7,248

)

$

(25,451

)

 

Interest and other, net include the loss on sale of the businesses amounting to $4.7 million.  The Company did not have any discontinued operations during the nine-month period ended December 31, 2013.

 

All assets relating to the discontinued operations were sold as of March 31, 2013.

 

17.  SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

 

Flextronics International Ltd. (“Parent”) has two tranches of Notes of $500 million each outstanding, which mature on February 15, 2020 and February 15, 2023, respectively. These notes are senior unsecured obligations, and are guaranteed, fully and unconditionally, jointly and severally, on an unsecured basis, by certain of the Company’s 100% owned subsidiaries (the “guarantor subsidiaries”). These subsidiary guarantees will terminate upon 1) a sale or other disposition of the guarantor or the sale or disposition of all or substantially all the assets of the guarantor (other than to Flextronics 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.

 

21



Table of Contents

 

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.

 

Condensed Consolidating Balance Sheets as of December 31, 2013

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

604,128

 

$

45,962

 

$

967,155

 

$

 

$

1,617,245

 

Accounts receivable

 

 

899,441

 

1,651,589

 

 

2,551,030

 

Inventories

 

 

1,628,470

 

2,343,657

 

 

3,972,127

 

Inter company receivable

 

4,927,410

 

4,989,090

 

8,757,994

 

(18,674,494

)

 

Other current assets

 

518

 

243,060

 

1,308,943

 

 

1,552,521

 

Total current assets

 

5,532,056

 

7,806,023

 

15,029,338

 

(18,674,494

)

9,692,923

 

Property and equipment, net

 

 

437,412

 

1,943,299

 

 

2,380,711

 

Goodwill and other intangible assets, net

 

850

 

40,144

 

340,837

 

 

381,831

 

Other assets

 

2,595,312

 

104,605

 

4,569,256

 

(6,907,601

)

361,572

 

Investment in subsidiaries

 

3,962,146

 

(549,678

)

17,305,339

 

(20,717,807

)

 

Total assets

 

$

12,090,364

 

$

7,838,506

 

$

39,188,069

 

$

(46,299,902

)

$

12,817,037

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Bank borrowings and current portion of long-term debt

 

$

40,768

 

$

420

 

$

13,763

 

$

 

$

54,951

 

Accounts payable

 

 

1,221,335

 

3,747,305

 

 

4,968,640

 

Accrued payroll

 

 

91,227

 

294,413

 

 

385,640

 

Inter company payable

 

5,239,573

 

7,985,067

 

5,449,854

 

(18,674,494

)

 

Other current liabilities

 

44,065

 

633,231

 

1,977,965

 

 

2,655,261

 

Total current liabilities

 

5,324,406

 

9,931,280

 

11,483,300

 

(18,674,494

)

8,064,492

 

Long term liabilities

 

4,545,211

 

2,067,962

 

2,792,421

 

(6,907,601

)

2,497,993

 

Flextronics International Ltd. shareholders’ equity

 

2,220,747

 

(4,160,736

)

24,912,348

 

(20,751,612

)

2,220,747

 

Noncontrolling interests

 

 

 

 

33,805

 

33,805

 

Total shareholders’ equity

 

2,220,747

 

(4,160,736

)

24,912,348

 

(20,717,807

)

2,254,552

 

Total liabilities and shareholders’ equity

 

$

12,090,364

 

$

7,838,506

 

$

39,188,069

 

$

(46,299,902

)

$

12,817,037

 

 

Condensed Consolidating Balance Sheets as of March 31, 2013

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

740,515

 

$

82,900

 

$

763,672

 

$

 

$

1,587,087

 

Accounts receivable

 

 

458,617

 

1,653,379

 

 

2,111,996

 

Inventories

 

 

1,063,627

 

1,658,873

 

 

2,722,500

 

Inter company receivable

 

4,440,955

 

4,726,673

 

6,490,274

 

(15,657,902

)

 

Other current assets

 

6,182

 

178,585

 

1,165,051

 

 

1,349,818

 

Total current assets

 

5,187,652

 

6,510,402

 

11,731,249

 

(15,657,902

)

7,771,401

 

Property and equipment, net

 

 

328,621

 

1,845,967

 

 

2,174,588

 

Goodwill and other intangible assets, net

 

1,075

 

40,626

 

301,851

 

 

343,552

 

Other assets

 

2,498,080

 

105,136

 

4,902,815

 

(7,204,017

)

302,014

 

Investment in subsidiaries

 

4,127,384

 

(954,619

)

16,920,679

 

(20,093,444

)

 

Total assets

 

$

11,814,191

 

$

6,030,166

 

$

35,702,561

 

$

(42,955,363

)

$

10,591,555

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Bank borrowings and current portion of long-term debt

 

$

416,594

 

$

60

 

$

 

$

 

$

416,654

 

Accounts payable

 

 

1,077,723

 

2,627,574

 

 

3,705,297

 

Accrued payroll

 

 

86,073

 

265,610

 

 

351,683

 

Inter company payable

 

4,963,615

 

6,093,606

 

4,600,681

 

(15,657,902

)

 

Other current liabilities

 

32,440

 

424,599

 

1,242,112

 

 

1,699,151

 

Total current liabilities

 

5,412,649

 

7,682,061

 

8,735,977

 

(15,657,902

)

6,172,785

 

Long term liabilities

 

4,154,784

 

2,488,279

 

2,732,966

 

(7,204,017

)

2,172,012

 

Shareholders’ equity

 

2,246,758

 

(4,140,174

)

24,233,618

 

(20,093,444

)

2,246,758

 

Total liabilities and shareholders’ equity

 

$

11,814,191

 

$

6,030,166

 

$

35,702,561

 

$

(42,955,363

)

$

10,591,555

 

 

22



Table of Contents

 

Condensed Consolidating Statements of Operations for the Three-Month Period Ended December 31, 2013

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

Net sales

 

$

 

$

4,641,981

 

$

7,054,467

 

$

(4,513,006

)

$

7,183,442

 

Cost of sales

 

 

4,290,813

 

7,007,016

 

(4,513,006

)

6,784,823

 

Gross profit

 

 

351,168

 

47,451

 

 

398,619

 

Selling, general and administrative expenses

 

 

46,081

 

178,495

 

 

224,576

 

Intangible amortization

 

75

 

1,018

 

4,482

 

 

5,575

 

Interest and other, net

 

(277,297

)

353,089

 

(61,049

)

 

14,743

 

Income (loss) from continuing operations before income taxes

 

277,222

 

(49,020

)

(74,477

)

 

153,725

 

Provision for income taxes

 

26

 

1,834

 

6,708

 

 

8,568

 

Equity in earnings in subsidiaries

 

(132,039

)

20,020

 

49,314

 

62,705

 

 

Net income (loss)

 

$

145,157

 

$

(30,834

)

$

(31,871

)

$

62,705

 

$

145,157

 

 

Condensed Consolidating Statements of Operations for the Three-Month Period Ended December 31, 2012

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

Net sales

 

$

 

$

3,687,858

 

$

4,734,165

 

$

(2,298,702

)

$

6,123,321

 

Cost of sales

 

 

3,369,715

 

4,707,531

 

(2,298,702

)

5,778,544

 

Restructuring charges

 

 

4,360

 

93,955

 

 

98,315

 

Gross profit (loss)

 

 

313,783

 

(67,321

)

 

246,462

 

Selling, general and administrative expenses

 

 

47,150

 

160,074

 

 

207,224

 

Intangible amortization

 

75

 

1,859

 

4,203

 

 

6,137

 

Restructuring charges

 

 

173

 

4,203

 

 

4,376

 

Interest and other, net

 

(151,320

)

335,509

 

(201,278

)

 

(17,089

)

Income (loss) from continuing operations before income taxes

 

151,245

 

(70,908

)

(34,523

)

 

45,814

 

Provision for (benefit from) income taxes

 

833

 

2,446

 

(12,061

)

 

(8,782

)

Equity in earnings in subsidiaries

 

(103,064

)

(30,044

)

48,389

 

84,719

 

 

Income (loss) from continuing operations

 

47,348

 

(103,398

)

25,927

 

84,719

 

54,596

 

Loss from discontinued operations, net of tax

 

 

 

(7,248

)

 

(7,248

)

Net income (loss)

 

$

47,348

 

$

(103,398

)

$

18,679

 

$

84,719

 

$

47,348

 

 

Condensed Consolidating Statements of Operations for the Nine-Month Period Ended December 31, 2013

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

Net sales

 

$

 

$

12,154,405

 

$

17,173,465

 

$

(9,943,197

)

$

19,384,673

 

Cost of sales

 

 

11,109,343

 

17,105,324

 

(9,943,197

)

18,271,470

 

Restructuring charges

 

 

1,293

 

33,833

 

 

35,126

 

Gross profit

 

 

1,043,769

 

34,308

 

 

1,078,077

 

Selling, general and administrative expenses

 

 

146,339

 

514,722

 

 

661,061

 

Intangible amortization

 

225

 

3,055

 

18,215

 

 

21,495

 

Restructuring charges

 

800

 

2,401

 

2,433

 

 

5,634

 

Interest and other, net

 

(489,834

)

904,039

 

(366,177

)

 

48,028

 

Income (loss) from continuing operations before income taxes

 

488,809

 

(12,065

)

(134,885

)

 

341,859

 

Provision for income taxes

 

37

 

4,019

 

15,184

 

 

19,240

 

Equity in earnings in subsidiaries

 

(166,153

)

(59,167

)

90,540

 

134,780

 

 

Net income (loss)

 

$

322,619

 

$

(75,251

)

$

(59,529

)

$

134,780

 

$

322,619

 

 

Condensed Consolidating Statements of Operations for the Nine-Month Period Ended December 31, 2012

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

Net sales

 

$

 

$

11,407,584

 

$

13,807,774

 

$

(6,941,201

)

$

18,274,157

 

Cost of sales

 

$

 

$

10,316,417

 

$

13,830,035

 

$

(6,941,201

)

17,205,251

 

Restructuring charges

 

 

4,360

 

93,955

 

 

98,315

 

Gross profit (loss)

 

 

1,086,807

 

(116,216

)

 

970,591

 

Selling, general and administrative expenses

 

 

141,033

 

448,718

 

 

589,751

 

Intangible amortization

 

225

 

6,395

 

14,591

 

 

21,211

 

Restructuring charges

 

 

173

 

4,203

 

 

4,376

 

Interest and other, net

 

(581,990

)

666,887

 

(101,651

)

 

(16,754

)

Income (loss) from continuing operations before income taxes

 

581,765

 

272,319

 

(482,077

)

 

372,007

 

Provision for income taxes

 

833

 

4,894

 

14,462

 

 

20,189

 

Equity in earnings in subsidiaries

 

(254,565

)

(160,692

)

286,587

 

128,670

 

 

Income (loss) from continuing operations

 

326,367

 

106,733

 

(209,952

)

128,670

 

351,818

 

Loss from discontinued operations, net of tax

 

 

 

(25,451

)

 

(25,451

)

Net income (loss)

 

$

326,367

 

$

106,733

 

$

(235,403

)

$

128,670

 

$

326,367

 

 

23



Table of Contents

 

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended December 31, 2013

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

Net income (loss)

 

$

145,157

 

$

(30,834

)

$

(31,871

)

$

62,705

 

$

145,157

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of zero tax

 

(13,960

)

(3,369

)

(28,137

)

31,506

 

(13,960

)

Unrealized gain (loss) on derivative instruments and other, net of zero tax

 

1,097

 

(4

)

1,097

 

(1,093

)

1,097

 

Comprehensive income (loss)

 

$

132,294

 

$

(34,207

)

$

(58,911

)

$

93,118

 

$

132,294

 

 

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended December 31, 2012

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

Net income (loss)

 

$

47,348

 

$

(103,398

)

$

18,679

 

$

84,719

 

$

47,348

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of zero tax

 

(10,603

)

(6,075

)

(30,706

)

36,781

 

(10,603

)

Unrealized gain (loss) on derivative instruments and other, net of zero tax

 

(3,088

)

1,822

 

(3,088

)

1,266

 

(3,088

)

Comprehensive income (loss)

 

$

33,657

 

$

(107,651

)

$

(15,115

)

$

122,766

 

$

33,657

 

 

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Nine-Month Period Ended December 31, 2013

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

Net income (loss)

 

$

322,619

 

$

(75,251

)

$

(59,529

)

$

134,780

 

$

322,619

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of zero tax

 

(43,457

)

(15,794

)

(94,550

)

110,344

 

(43,457

)

Unrealized gain (loss) on derivative instruments and other, net of zero tax

 

516

 

3,944

 

515

 

(4,459

)

516

 

Comprehensive income (loss)

 

$

279,678

 

$

(87,101

)

$

(153,564

)

$

240,665

 

$

279,678

 

 

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Nine-Month Period Ended December 31, 2012

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(in thousands)

 

Net income (loss)

 

$

326,367

 

$

106,733

 

$

(235,403

)

$

128,670

 

$

326,367

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of zero tax

 

(21,575

)

1,271

 

(23,143

)

21,872

 

(21,575

)

Unrealized gain (loss) on derivative instruments and other, net of zero tax

 

3,015

 

(1,192

)

3,015

 

(1,823

)

3,015

 

Comprehensive income (loss)

 

$

307,807

 

$

106,812

 

$

(255,531

)

$

148,719

 

$

307,807

 

 

Condensed Consolidating Statements of Cash Flows for the Nine-Month Period Ended December 31, 2013

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(In thousands)

 

Net cash provided by (used in) operating activities

 

$

477,036

 

$

(944,464

)

$

1,585,742

 

$

(7

)

1,118,307

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment, net of proceeds from disposal

 

 

(168,525

)

(292,628

)

 

(461,153

)

Acquisition of businesses, net of cash acquired

 

 

(2,949

)

(235,082

)

 

(238,031

)

Proceeds from divestiture of business, net of cash held in divested business

 

 

 

4,599

 

 

4,599

 

Investing cash flows from (to) affiliates

 

(306,254

)

(308,144

)

(3,506,916

)

4,121,314

 

 

Other investing activities, net

 

 

(832

)

(11,235

)

 

(12,067

)

Net cash provided by (used in) investing activities

 

(306,254

)

(480,450

)

(4,041,262

)

4,121,314

 

(706,652

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from bank borrowings and long-term debt

 

1,003,000

 

277

 

17

 

 

1,003,294

 

Repayments of bank borrowings, long-term debt and capital lease obligations

 

(489,365

)

(1,068

)

(28,116

)

 

(518,549

)

Payments for early retirement of long-term debt

 

(503,423

)

(41,417

)

 

 

(544,840

)

Payments for repurchases of ordinary shares

 

(362,693

)

 

 

 

(362,693

)

Net proceeds from issuance of ordinary shares

 

21,106

 

 

 

 

21,106

 

Financing cash flows from (to) affiliates

 

(29,135

)

1,427,288

 

2,723,154

 

(4,121,307

)

 

Other financing activities, net

 

 

 

46,298

 

 

46,298

 

Net cash provided by (used in) financing activities

 

(360,510

)

1,385,080

 

2,741,353

 

(4,121,307

)

(355,384

)

Effect of exchange rates on cash and cash equivalents

 

53,341

 

2,896

 

(82,350

)

 

(26,113

)

Net (decrease) increase in cash and cash equivalents

 

(136,387

)

(36,938

)

203,483

 

 

30,158

 

Cash and cash equivalents, beginning of period

 

740,515

 

82,900

 

763,672

 

 

1,587,087

 

Cash and cash equivalents, end of period

 

$

604,128

 

$

45,962

 

$

967,155

 

$

 

$

1,617,245

 

 

24



Table of Contents

 

Condensed Consolidating Statements of Cash Flows for the Nine-Month Period Ended December 31, 2012

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

546,758

 

$

186,359

 

$

272,922

 

$

18

 

$

1,006,057

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment, net of proceeds from disposal

 

 

(68,797

)

(259,079

)

(206

)

(328,082

)

Acquisition of businesses, net of cash acquired

 

 

 

(183,896

)

 

(183,896

)

Proceeds from divestiture of business, net of cash held in divested business

 

 

 

22,585

 

 

22,585

 

Investing cash flows from (to) affiliates

 

(244,256

)

(99,604

)

1,113,580

 

(769,720

)

 

Other investing activities, net

 

 

6,413

 

(100,046

)

 

(93,633

)

Net cash provided by (used in) investing activities

 

(244,256

)

(161,988

)

593,144

 

(769,926

)

(583,026

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from bank borrowings and long-term debt

 

160,001

 

151

 

11,521

 

 

171,673

 

Repayments of bank borrowings, long-term debt and capital lease obligations

 

(278,632

)

(3,461

)

(8,137

)

 

(290,230

)

Payments for repurchases of ordinary shares

 

(208,208

)

 

 

 

(208,208

)

Net proceeds from issuance of ordinary shares

 

14,632

 

 

 

 

14,632

 

Financing cash flows from (to) affiliates

 

122,739

 

82,403

 

(975,050

)

769,908

 

 

Other financing activities, net

 

 

 

85,590

 

 

85,590

 

Net cash provided by (used in) financing activities

 

(189,468

)

79,093

 

(886,076

)

769,908

 

(226,543

)

Effect of exchange rates on cash and cash equivalents

 

(110

)

2,164

 

(10,758

)

 

(8,704

)

Net (decrease) increase in cash and cash equivalents

 

112,924

 

105,628

 

(30,768

)

 

187,784

 

Cash and cash equivalents, beginning of period

 

649,252

 

47,865

 

821,212

 

 

1,518,329

 

Cash and cash equivalents, end of period

 

$

762,176

 

$

153,493

 

$

790,444

 

$

 

$

1,706,113

 

 

25



Table of Contents

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Unless otherwise specifically stated, references in this report to “Flextronics,” “the Company,” “we,” “us,” “our” and similar terms mean Flextronics International Ltd. and its subsidiaries.

 

This report on Form 10-Q 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-Q with the Securities and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those risks and uncertainties discussed in this section, as well as any risks and uncertainties discussed in Part II, Item 1A, “Risk Factors” of this report on Form 10-Q, and in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended March 31, 2013. In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.

 

OVERVIEW

 

We are a leading global supply chain solutions provider, offering advanced design, manufacturing and logistics and after-sales services to OEMs of a broad range of electronics products for customers in the following markets: High Reliability Solutions (“HRS”), which is comprised of our medical, automotive, and defense and aerospace businesses; High Velocity Solutions (“HVS”), which includes our mobile devices business, including smart phones, consumer electronics, including game consoles and wearable electronics, and our high-volume computing business, including various supply chain solutions for notebook personal computing (“PC”), tablets and printers; Industrial and Emerging Industries (“IEI”), which is comprised of household appliances, semi-cap equipment, kiosks, energy and our emerging industries businesses; and Integrated Network Solutions (“INS”), which includes our telecommunications infrastructure, data networking, connected home, and server and storage businesses.

 

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.

 

We use a portfolio management approach to manage our extensive service offerings. As our OEM customers change the way they go to market, we reorganize and rebalance our business portfolio in order to align with our customers’ needs and requirements and to optimize our operating results. With the acquisition of certain manufacturing operations from Google’s Motorola Mobility LLC during the first quarter of fiscal 2014, we have experienced an increase in the percentage of our revenues from the HVS business group, and expect the amount of revenue from our HVS business group, relative to total revenue, to stabilize around concentrations in the range of 30% to 40% going forward. The objective of our operating model is to allow us to redeploy and reposition our assets and resources to meet specific customer needs across all of the markets we serve, and we have been able to successfully reposition our assets and capacity between the various business groups to serve our customers as required which illustrates the overall flexibility of our model.

 

During fiscal years 2013 and 2014, we launched multiple programs broadly across our portfolio of services, and, in some instances, we deployed certain new technologies.  We expect that these new programs will continue to increase in complexity in order to provide competitive advantages to our customers.  We anticipate these programs will continue ramping with an increase in volume production during fiscal year 2015 and beyond.  Until we achieve such higher levels of revenue, we expect that our gross margin and operating margin may be negatively impacted as profitability normally lags revenue growth due to incremental start-up costs, operational inefficiencies, under-absorbed overhead costs and lower manufacturing program volumes while in the ramp phase.  We expect that our margins for these programs will improve over time as the revenue increases due to increased volumes.

 

During the fourth quarter of fiscal 2014, we will reduce our workforce and take other cost reduction activities. We expect to recognize approximately $30 million to $35 million in pre-tax cash charges comprised primarily of employee severance and benefit costs.  We expect these cost reduction activities will yield potential annualized savings of approximately $60 million principally to selling, general and administrative expenses through reduced employee expenses and lower operating costs.

 

26



Table of Contents

 

We are one of the world’s largest providers of global supply chain solutions, with revenues of $19.4 billion for the nine-month period ended December 31, 2013 and $23.6 billion in fiscal year 2013.  As of December 31, 2013, our total manufacturing capacity was approximately 29.0 million square feet.  We design, build, ship and service electronics products for our customers through a network of facilities in approximately 30 countries across four continents.  The following tables set forth the relative percentages and dollar amounts of net sales and net property and equipment, by country, based on the location of our manufacturing sites:

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

Net sales:

 

December 31, 2013

 

December 31, 2012

 

December 31, 2013

 

December 31, 2012

 

 

 

(In thousands)

 

(In thousands)

 

China

 

$

3,130,580

 

44

%

$

2,281,133

 

37

%

$

7,779,161

 

40

%

$

6,320,074

 

35

%

Mexico

 

914,283

 

13

%

854,847

 

15

%

2,691,508

 

14

%

2,664,847

 

15

%

U.S

 

773,772

 

11

%

632,151

 

10

%

2,120,904

 

11

%

1,927,923

 

11

%

Malaysia

 

542,877

 

8

%

575,522

 

9

%

1,640,567

 

8

%

1,919,945

 

11

%

Brazil

 

460,736

 

6

%

291,861

 

5

%

1,180,285

 

6

%

820,519

 

4

%

Other

 

1,361,194

 

18

%

1,487,807

 

24

%

3,972,248

 

21

%

4,620,849

 

24

%

 

 

$

7,183,442

 

 

 

$

6,123,321

 

 

 

$

19,384,673

 

 

 

$

18,274,157

 

 

 

 

 

 

As of

 

As of

 

Property and equipment, net:

 

December 31, 2013

 

March 31, 2013

 

 

 

(In thousands)

 

China

 

$

1,024,211

 

43

%

$

855,032

 

39

%

U.S

 

375,567

 

16

%

245,590

 

11

%

Mexico

 

288,069

 

12

%

286,026

 

13

%

Malaysia

 

145,908

 

6

%

152,594

 

7

%

Hungary

 

107,372

 

4

%

113,173

 

5

%

Other

 

439,584

 

19

%

522,173

 

25

%

 

 

$

2,380,711

 

 

 

$

2,174,588

 

 

 

 

We believe that the combination of our extensive design and engineering services, significant scale and global presence, end-to-end services, advanced supply chain management, 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 electronics products for leading multinational and regional OEMs. Specifically, we have launched multiple product innovation centers (PICs) focused exclusively on offering our OEM customers the ability to simplify their global product development, manufacturing process, and after sales services, and enable them to achieve meaningful 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;

 

·             the effects on our business due to our customers’ products having short product life cycles;

 

·             our customers’ ability to cancel or delay orders or change production quantities;

 

·             our customers’ decision to choose internal manufacturing instead of outsourcing for their product requirements;

 

·             our exposure to financially troubled customers;

 

·             integration of acquired businesses and facilities;

 

27



Table of Contents

 

·                  increased labor costs due to adverse labor conditions in the markets we operate; and

 

·                  changes in tax legislation.

 

Our business has been subject to seasonality primarily due to our HVS business group, which includes our mobile and consumer devices businesses which historically exhibit particular strength during our second and third fiscal quarters in connection with the holiday season.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The preparation of financial statements in conformity with U.S. 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.

 

Refer to the accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013, where we discuss our more significant judgments and estimates used in the preparation of the condensed consolidated financial statements.

 

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 condensed consolidated financial statements and notes thereto included in this document. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2013 Annual Report on Form 10-K.

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31,
2013

 

December 31,
2012

 

December 31,
2013

 

December 31,
2012

 

Net sales

 

100.0

%

100.0

%

100.0

%

100.0

%

Cost of sales

 

94.5

 

94.4

 

94.3

 

94.2

 

Restructuring charges

 

 

1.6

 

0.2

 

0.5

 

Gross profit

 

5.5

 

4.0

 

5.5

 

5.3

 

Selling, general and administrative expenses

 

3.1

 

3.4

 

3.4

 

3.2

 

Intangible amortization

 

0.1

 

0.1

 

0.1

 

0.1

 

Restructuring charges

 

 

0.1

 

 

 

Interest and other, net

 

0.2

 

(0.3

)

0.2

 

(0.1

)

Income from continuing operations before income taxes

 

2.1

 

0.7

 

1.8

 

2.1

 

Provision for (benefit from) income taxes

 

0.1

 

(0.1

)

0.1

 

0.1

 

Income from continuing operations

 

2.0

 

0.8

 

1.7

 

2.0

 

Loss from discontinued operations, net of tax

 

 

(0.1

)

 

(0.1

)

Net income

 

2.0

%

0.7

%

1.7

%

1.9

%

 

Net sales

 

The following table sets forth our net sales by business group. Historical information has been recast to reflect realignment of customers and/or products between business groups to ensure comparability:

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

Business groups:

 

December 31, 2013

 

December 31, 2012

 

December 31, 2013

 

December 31, 2012

 

 

 

(In thousands)

 

(In thousands)

 

High Velocity Solutions

 

$

2,829,520

 

39

%

$

1,801,653

 

29

%

$

6,473,499

 

33

%

$

5,184,291

 

28

%

Integrated Network Solutions

 

2,597,727

 

36

%

2,694,248

 

44

%

7,717,400

 

40

%

8,182,881

 

45

%

Industrial & Emerging Industries

 

933,020

 

13

%

913,262

 

15

%

2,779,226

 

14

%

2,865,769

 

16

%

High Reliability Solutions

 

823,175

 

12

%

714,158

 

12

%

2,414,548

 

13

%

2,041,216

 

11

%

 

 

$

7,183,442

 

 

 

$

6,123,321

 

 

 

$

19,384,673

 

 

 

$

18,274,157

 

 

 

 

28



Table of Contents

 

Net sales during the three-month and nine-month periods ended December 31, 2013 totaled $7.2 billion and $19.4 billion, respectively.  Sales increased by approximately $1.1 billion, or 17.3% and 6.1%, from $6.1 billion and $18.3 billion during the three-month and nine-month periods ended December 31, 2012, respectively. The increase during the three-month period ended December 31, 2013 is primarily due to higher revenue from our HVS business group amounting to $1.0 billion. The increase during the nine-month period ended December 31, 2013 is due to higher revenue from our HVS and HRS business groups amounting to $1.3 billion and $0.4 billion, respectively, partially offset by lower revenue from our INS business group amounting to $0.5 billion.  The increased revenue from our HVS business group is primarily as a result of our acquisition of certain manufacturing operations from Google’s Motorola Mobility LLC (Motorola) during the first quarter of fiscal 2014, which were partially offset by revenue reductions due to our disengagement from a certain smart phone OEM during fiscal 2013 that contributed revenues amounting to $114.5 million and $818.3 million for the three-month and nine-month periods ended December 31, 2012, respectively.  The increase in revenue from our HRS business group is primarily attributable to our acquisition of Saturn Electronics and Engineering Inc. during the fourth quarter of fiscal 2013.  The decrease in revenue from our INS business group during the nine-month period ended December 31, 2013 is primarily attributable to broad softness in our telecom and connected home businesses versus the prior year.  For the three-month and nine-month periods ended December 31, 2013, net sales increased $0.8 billion and $1.1 billion in Asia, $0.4 billion and $0.6 billion in the Americas, offset by decreases of $0.1 billion and $0.5 billion in Europe, respectively.

 

Our ten largest customers during the three-month and nine-month periods ended December 31, 2013 accounted for approximately 54.2% and 51.6% of net sales, respectively. Google (including Motorola) accounted for more than 10% of net sales during the three-month and nine-month periods ended December 31, 2013. Our ten largest customers during the three-month and nine-month periods ended December 31, 2012 accounted for approximately 48.6% and 48.1% of net sales, respectively. No single customer accounted for greater than 10% of our net sales during the three-month and nine-month periods ended December 31, 2012.

 

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. When new programs are launched, 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 the three-month period ended December 31, 2013 increased $152.2 million to $398.6 million, or 5.5% of net sales from $246.5 million, or 4.0% of net sales, during the three-month period ended December 31, 2012. Gross profit during the nine-month period ended December 31, 2013 increased $107.5 million to $1.1 billion, or 5.5% of net sales from $970.6 million, or 5.3% of net sales, during the nine-month period ended December 31, 2012. Gross margins improved 150 basis points in the three-month period ended December 31, 2013 compared to that of the three-month period ended December 31, 2012 primarily due to the restructuring charges amounting to $98.3 million, or 1.6% of net sales, included in cost of sales in the third quarter of fiscal year 2013 and the realization of the associated reduced operating costs from the restructuring activities during the current period. Gross margins improved 20 basis points in the nine-month period ended December 31, 2013 compared to that of the nine-month period ended December 31, 2012 primarily due to the restructuring charges amounting to $35.1 million, or 0.2% of net sales, included in cost of sales in the first quarter of fiscal year 2014 compared to $98.3 million or 0.5% of net sales included in the nine-month period ended December 31, 2012, and the realization of the associated reduced operating costs from the restructuring activities during the current period.

 

Restructuring charges

 

In response to a challenging macroeconomic environment, we initiated certain restructuring activities during fiscal 2013 intended to improve our operational efficiencies by reducing excess workforce and capacity.  The restructuring activities were targeted at rationalizing our global manufacturing capacity and infrastructure and will continue to result in a further shift of manufacturing capacity to locations with higher efficiencies.   During the three-month period ended June 28, 2013, we recognized $40.8 million of pre-tax restructuring charges, of which $1.9 million were non-cash charges related to asset impairment charges. There were no restructuring charges incurred since the first quarter of fiscal 2014.  The restructuring charges by geographic region amounted to approximately $21.3 million in Asia, $13.6 million in the Americas and $5.9 million in Europe.  We expect these restructuring activities will allow for potential savings through reduced employee expenses and lower operating costs.  As of December 31, 2013, accrued costs related to restructuring charges incurred but not paid were approximately $52.6 million, of which $45.8 million was classified as a current obligation.

 

29



Table of Contents

 

Refer to note 12 to the condensed consolidated financial statements for further discussion of our restructuring activities.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses (“SG&A”) amounted to $224.6 million, or 3.1% of net sales, during the three-month period ended December 31, 2013, increasing $17.4 million from $207.2 million, or 3.4% of net sales, during the three-month period ended December 31, 2012. SG&A was $661.1 million, or 3.4% of net sales, during the nine-month period ended December 31, 2013, increasing $71.3 million from $589.8 million, or 3.2% of net sales, during the nine-month period ended December 31, 2012. Our SG&A expenses increased in the current year primarily as a result of acquisitions, investments in our supply chain solutions, enhancement of our selling and business development activities and incremental corporate infrastructure to support the increasing complexities of our business.  SG&A expenses as a percentage of net sales decreased during the three-month period ended December 31, 2013 compared to the three-month period ended December 31, 2012 primarily due to the combination of higher quarterly revenues and the fixed nature of some of our SG&A expenses that are not directly driven by revenue generating activities.

 

Interest and other, net

 

Interest and other, net was $14.7 million of expense during the three-month period ended December 31, 2013 compared to $17.1 million of income during the three-month period ended December 31, 2012. The increase in net expense of $31.8 million was primarily as a result of a gain of $41.8 million recognized during the three-month period ended December 31, 2012 in connection with the fair value adjustment of warrants to purchase common shares of a supplier, which was partially offset by impairment charges on investments and a loss from the sale of an investment recognized during the three-month period ended December 31, 2012.

 

Interest and other, net was $48.0 million of expense during the nine-month period ended December 31, 2013 compared to $16.8 million of income during the nine-month period ended December 31, 2012.  The increase of $64.8 million was due to the gain recognized during the nine-month period ended December 31, 2012 relating to the fair value adjustment of warrants described above.

 

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. Refer to note 11, “Income Taxes,” of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013 for further discussion.

 

Our policy is to provide a valuation allowance against deferred tax assets that in our estimation are not more likely than not to be realized. During the three-month period ended December 31, 2013, we released $14.1 million of such valuation allowance related to deferred tax assets in our Brazilian operations as this amount was deemed to be more likely than not to be realized.

 

The consolidated effective tax rate remained relatively consistent at 5.6% and 5.4% for nine-month periods ended December 31, 2013 and December 31, 2012, respectively, and varies from the Singapore statutory rate of 17.0% as a result of the amount of earnings from different jurisdictions, operating loss carryforwards, income tax credits, changes in previously established valuation allowances for deferred tax assets based upon our current analysis of the realizability of these deferred tax assets, changes in liabilities for uncertain tax positions, as well as certain tax holidays and incentives granted to our subsidiaries primarily in China, Malaysia, Israel, and Singapore. We generate most of our revenues and profits from operations outside of Singapore. We currently do not anticipate a significant impact to our fiscal year 2014 effective rate as a result of changes to the mix in revenues and operating profits between taxing jurisdictions.

 

The Mexican government enacted significant tax reform legislation during the third quarter of fiscal 2014, which resulted in a net $4.3 million discrete tax expense for the period.  The Company does not anticipate this tax reform to have a material impact to the ongoing effective tax rate.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2013, we had cash and cash equivalents of approximately $1.6 billion and bank and other borrowings of approximately $2.1 billion. We also have a $1.5 billion revolving credit facility that expires in October 2016 under which there were no borrowings outstanding as of the end of the quarter.  As of December 31, 2013, we were in compliance with the covenants under each of our existing credit facilities and indenture.

 

Cash provided by operating activities was $1.1 billion during the nine-month period ended December 31, 2013. This resulted primarily from $322.6 million of net income for the period, adjusted to exclude approximately $345.0 million of net non-cash

 

30



Table of Contents

 

expenses for depreciation, amortization and other impairment charges, and $450.6 million from changes in our operating assets and liabilities.  Net working capital (“NWC”), defined as net accounts receivable plus inventory less accounts payable increased by $260.9 million primarily to support the increase in our customers’ forecasted business levels.  The cash outflows to support NWC were offset by approximately $700.0 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.  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 condensed consolidated balance sheet as of December 31, 2013 and expect these amounts to decrease as we produce or sell the associated inventory in the future.  This will have a neutral impact on cash flows.

 

For the quarterly periods indicated, certain key liquidity metrics were as follows:

 

 

 

Three-Month Periods Ended

 

 

 

December 31,
2013

 

September 27,
2013

 

June 28,
2013

 

March 31,
2013

 

December 31,
2012

 

Days in trade accounts receivable

 

38 days

 

42 days

 

43 days

 

46 days

 

42 days

 

Days in inventory

 

53 days

 

53 days

 

49 days

 

50 days

 

47 days

 

Days in accounts payable

 

68 days

 

71 days

 

67 days

 

70 days

 

65 days

 

Cash conversion cycle

 

23 days

 

24 days

 

25 days

 

26 days

 

24 days

 

 

Days in trade accounts receivable was calculated as average accounts receivable for the current and prior quarters, 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 three-month period ended December 31, 2013, days in trade accounts receivable decreased by 4 days to 38 days compared to the three-month periods ended September 27, 2013 and December 31, 2012 largely due to the increase in sales of our accounts receivable balances combined with increase in sales in our HVS business group that generally carry shorter payment terms than the Company average.  Non-cash accounts receivable sales, or deferred purchase price receivables, which are added back to accounts receivable in the calculation of days in trade receivables were $528.8 million, $558.3 million, $420.9 million, $412.4 million, and $462.0 million for the quarters ended December 31, 2013, September 27, 2013, June 28, 2013, March 31, 2013, and December 31, 2012, respectively. Deferred purchase price receivables are recorded in other current assets in the condensed consolidated balance sheets. For further information regarding deferred purchase price receivables see note 10 to the condensed consolidated financial statements.

 

Days in inventory was calculated as the average inventory for the current and prior quarters divided by annualized cost of sales for the respective quarter by day.  Days in inventory remained consistent at 53 days during the three-month period December 31, 2013 and September 27, 2013, and increased by 6 days to 53 days, compared to the three-month period ended December 31, 2012.  The increase was primarily as a result of the positioning of raw material inventory to support the production ramp of several programs launched in the current fiscal year and also due to increased levels of inventory that we held as of December 31, 2013 on behalf of certain customers, as discussed in the operating cash flow section above.

 

Days in accounts payable was calculated as the average accounts payable for the current and prior quarters divided by annualized cost of sales for the respective quarter by day. During the three-month period ended December 31, 2013, days in accounts payable decreased by 3 days to 68 days compared to the three-month period ended September 27, 2013 primarily due to timing of payments and the increase in cost of sales associated with our current quarter. During the three-month period ended December 31, 2013, days in accounts payable increased by 3 days to 68 days compared to the three-month period ended December 31, 2012 primarily due to timing of payments and the increase in inventory purchases as explained above.

 

Our cash conversion cycle was calculated as the sum of days of inventory and days of accounts receivables outstanding less days payable outstanding in accounts payable.  During the three-month period ended December 31, 2013, our cash conversion cycle decreased by 1 day to 23 days compared to the three-month period ended December 31, 2012, due to the factors for each of the components in the calculation discussed above.

 

Cash used by investing activities amounted to $706.7 million during the nine-month period ended December 31, 2013.  This resulted primarily from $461.2 million in net capital expenditures for property and equipment to support certain programs and the payment of $238.0 million towards the acquisition of four businesses completed during the nine-month period ended December 31, 2013.

 

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

 

31



Table of Contents

 

$657.2 million for the nine-month period ended December 31, 2013 compared to $678.0 million for the nine-month period ended December 31, 2012. 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:

 

 

 

Nine-Month Periods Ended

 

 

 

December 31,
2013

 

December 31,
2012

 

 

 

(In thousands)

 

Net cash provided by operating activities

 

$

1,118,307

 

$

1,006,057

 

Purchases of property and equipment

 

(526,026

)

(377,901

)

Proceeds from the disposition of property and equipment

 

64,873

 

49,819

 

Free cash flow

 

$

657,154

 

$

677,975

 

 

Cash used in financing activities was $355.4 million during the nine-month period ended December 31, 2013, which was primarily the result of cash paid of $362.7 million related to the repurchase of our ordinary shares and net repayments of debt of $60.1 million, partially offset by proceeds from the issuance of Company shares for options exercises amounting to $21.1 million and cash inflows from other financing activities amounting to $46.3 million.  Included in other financing activities is an amount of $33.8 million received from a third party for the non-controlling interest in one of our subsidiaries as further discussed in note 5 to the condensed consolidated financial statements.  During the nine-month period ended December 31, 2013, we entered in to a new Term Loan agreement under which we borrowed $600.0 million and used the entire proceeds to repay our Asia term loans, our term loan due in October 2014 and part of the term loan due in October 2016.

 

Our cash balances are held in numerous locations throughout the world. 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. 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. As of December 31, 2013 and March 31, 2013, a significant amount of our cash and cash equivalents was 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 $457.7 million as of March 31, 2013). 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. 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.

 

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 programs and sell certain trade receivables, which are in addition to the trade receivables sold in connection with these securitization agreements.

 

We anticipate that we will enter into debt and equity financings, sales of accounts receivable and lease transactions to fund acquisitions and growth.

 

We continue to assess our capital structure and evaluate the merits of redeploying available cash to reduce existing debt or repurchase ordinary shares.

 

The Company’s Board of Directors, on July 24, 2013, authorized the repurchase of up to 10% of the Company’s outstanding ordinary shares which was subsequently approved by the Company’s shareholders at the Extraordinary General Meeting held on July 29, 2013. Subsequently, the Singapore Companies Act was amended on September 30, 2013, to authorize companies incorporated in Singapore to repurchase up to 20% of their shares outstanding as of the most recent shareholder approval date, subject to the

 

32



Table of Contents

 

requirements of the Singapore Companies Act.  During the nine-month period ended December 31, 2013, the Company paid $362.7 million to repurchase shares at an average price of $7.70 per share.

 

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

 

Information regarding our long-term debt payments, operating lease payments, capital lease payments and other commitments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on our Form 10-K for the fiscal year ended March 31, 2013.  There have been no material changes in our contractual obligations and commitments since March 31, 2013 except for the following changes to our debt obligations.

 

On August 30, 2013, we entered into a $600 million new term loan agreement maturing in August 2018. Refer to note 6 of the notes to our condensed consolidated financial statements for additional details on this term loan.

 

Future payments due under our long-term debt and interest on long-term debt obligations changed from those described in the Contractual Obligations and Commitments table contained within our Annual Report on our Form 10-K for the fiscal year ended March 31, 2013 and accordingly these two items have been updated as follows:

 

 

 

 

 

Less Than

 

 

 

 

 

Greater Than

 

 

 

Total

 

1 Year

 

1 - 3 Years

 

4 - 5 Years

 

5 Years

 

 

 

(In thousands)

Long-Term Debt Obligations:

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

2,067,627

 

$

90,063

 

$

96,535

 

$

328,692

 

$

1,552,337

 

Interest on long-term debt obligations

 

482,257

 

65,285

 

136,065

 

114,788

 

166,119

 

Total long-term debt obligations

 

$

2,549,884

 

$

155,348

 

$

232,600

 

$

443,480

 

$

1,718,456

 

 

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 December 31, 2013 and March 31, 2013, the fair value of our deferred purchase price receivable was approximately $528.8 million and $412.4 million, respectively. As of December 31, 2013 and March 31, 2013, the outstanding balance on receivables sold for cash was $1.2 billion and $720.5 million, respectively, under all our accounts receivable sales programs, which are not included in our condensed consolidated balance sheets. For further information see note 10 of our notes to the condensed consolidated financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There were no material changes in our exposure to market risks for changes in interest and foreign currency exchange rates for the nine-month period ended December 31, 2013 as compared to the fiscal year ended March 31, 2013.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2013, the end of the quarterly fiscal period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2013, such disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports that we file or submit 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) Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during our third quarter of fiscal year 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

33



Table of Contents

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

For a description of our material legal proceedings, see note 14 “Commitments and Contingencies” in the Notes to the condensed consolidated financial statements, which is incorporated herein by reference.

 

ITEM 1A. RISK FACTORS

 

In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2013, which could materially affect our business, financial condition or future results.  The risks described in our Annual Report on Form 10-K are not the only risks facing our Company.  Additional risks and uncertainties not currently known to us or that we currently deem to be not material also may materially and adversely affect our business, financial condition and/or operating results.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Issuer Purchases of Equity Securities

 

The following table provides information regarding purchases of our ordinary shares made by us for the period from September 28, 2013 through December 31, 2013:

 

 

 

 

 

 

 

Total Number of Shares

 

Approximate Dollar Value

 

 

 

Total Number

 

Average Price

 

Purchased as Part of

 

of Shares that May Yet

 

 

 

of Shares

 

Paid per

 

Publicly Announced

 

Be Purchased Under the

 

Period

 

Purchased (1) (2)

 

Share (2)

 

Plans or Programs (2)

 

Plans or Programs (2)

 

September 28 - November 1, 2013

 

 

$

 

 

$

504,208,634

 

November 2 - November 29, 2013

 

1,233,400

 

$

7.65

 

1,233,400

 

$

413,702,475

 

November 30 - December 31, 2013

 

4,642,818

 

$

7.54

 

4,642,818

 

$

372,673,494

 

Total

 

5,876,218

 

 

 

5,876,218

 

 

 

 


(1)         During the period from September 28, 2013 through December 31, 2013, 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 July 24, 2013, our Board of Directors authorized the repurchase of up to 10% of our outstanding ordinary shares which was subsequently approved by our shareholders at the Extraordinary General Meeting held on July 29, 2013. During the three-month period ended December 31, 2013 we repurchased 5.9 million shares for an aggregate purchase price of $44.4 million.

 

On September 30, 2013, the Singapore Companies Act was amended to authorize companies incorporated in Singapore to repurchase up to 20% of their shares outstanding as of the most recent shareholder approval date, subject to requirements of the Singapore Companies Act. The amount available to be repurchased per the table above does not reflect this incremental 10%, which was approved by the Company’s shareholders but has not been approved by the Company’s Board of Directors.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS

 

Exhibits See Index to Exhibits below.

 

34



Table of Contents

 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

FLEXTRONICS INTERNATIONAL LTD.

 

(Registrant)

 

 

 

 

 

/s/ Michael M. McNamara

 

Michael M. McNamara

 

Chief Executive Officer

 

(Principal Executive Officer)

 

 

Date: January 31, 2014

 

 

/s/ Christopher Collier

 

Christopher Collier

 

Chief Financial Officer

 

(Principal Financial Officer)

 

 

Date: January 31, 2014

 

 

35



Table of Contents

 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit

 

 

 

15.01

 

Letter in lieu of consent of Deloitte & Touche LLP.

31.01

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.02

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 


* This exhibit is furnished with this Quarterly Report on Form 10-Q, 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.

 

36