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EX-31.02 - EXHIBIT 31.02 - FLEX LTD.flex-exx3102x92515.htm
EX-32.01 - EXHIBIT 32.01 - FLEX LTD.flex-exx3201x92515.htm
EX-31.01 - EXHIBIT 31.01 - FLEX LTD.flex-exx3101x92515.htm
EX-15.01 - EXHIBIT 15.01 - FLEX LTD.flex-exx1501x92515.htm
EX-10.02 - EXHIBIT 10.02 - FLEX LTD.flex-exx1002x92515.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
Form 10-Q
(Mark One)
 
ý      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 25, 2015
 
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
 
(I.R.S. Employer
incorporation or organization)
 
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 ý 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 ý 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 ý
 
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 ý
 
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 October 20, 2015
Ordinary Shares, No Par Value
 
556,305,165




FLEXTRONICS INTERNATIONAL LTD.
 
INDEX
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2


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 September 25, 2015, and the related condensed consolidated statements of operations and of comprehensive income for the three-month and six-month periods ended September 25, 2015, and September 26, 2014, and the condensed consolidated statements of cash flows for the six-month periods ended September 25, 2015 and September 26, 2014. 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, 2015, 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 20, 2015, 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, 2015 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
 
October 26, 2015
 


3


FLEXTRONICS INTERNATIONAL LTD.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
As of  
 September 25, 2015
 
As of  
 March 31, 2015
 
(In thousands, except share amounts)
(Unaudited)
ASSETS
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
1,668,427

 
$
1,628,408

Accounts receivable, net of allowance for doubtful accounts
2,546,810

 
2,337,515

Inventories
3,561,326

 
3,488,752

Other current assets
1,208,931

 
1,286,225

Total current assets
8,985,494

 
8,740,900

Property and equipment, net
2,218,030

 
2,092,167

Goodwill and other intangible assets, net
981,838

 
415,175

Other assets
474,977

 
417,382

Total assets
$
12,660,339

 
$
11,665,624

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 

 
 

Bank borrowings and current portion of long-term debt
$
47,972

 
$
46,162

Accounts payable
4,787,941

 
4,561,194

Accrued payroll
401,000

 
339,739

Other current liabilities
1,795,867

 
1,809,128

Total current liabilities
7,032,780

 
6,756,223

Long-term debt, net of current portion
2,618,178

 
2,037,571

Other liabilities
553,806

 
475,580

Commitments and contingencies (Note 13)


 


Shareholders’ equity
 

 
 

Flextronics International Ltd. shareholders’ equity
 

 
 

Ordinary shares, no par value; 607,536,479 and 613,562,761 issued, and 557,297,124 and 563,323,406 outstanding as of September 25, 2015 and March 31, 2015, respectively
7,111,513

 
7,265,827

Treasury stock, at cost; 50,239,355 shares as of September 25, 2015 and March 31, 2015
(388,215
)
 
(388,215
)
Accumulated deficit
(4,102,466
)
 
(4,336,293
)
Accumulated other comprehensive loss
(200,704
)
 
(180,505
)
Total Flextronics International Ltd. shareholders’ equity
2,420,128

 
2,360,814

Noncontrolling interests
35,447

 
35,436

Total shareholders’ equity
2,455,575

 
2,396,250

Total liabilities and shareholders’ equity
$
12,660,339

 
$
11,665,624

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


4


FLEXTRONICS INTERNATIONAL LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
Three-Month Periods Ended
 
Six-Month Periods Ended
 
September 25, 2015
 
September 26, 2014
 
September 25, 2015
 
September 26, 2014
 
(In thousands, except per share amounts)
(Unaudited)
Net sales
$
6,316,762

 
$
6,528,517

 
$
11,883,010

 
$
13,171,262

Cost of sales
5,919,846

 
6,151,436

 
11,133,753

 
12,413,396

Gross profit
396,916

 
377,081

 
749,257

 
757,866

Selling, general and administrative expenses
216,796

 
204,590

 
426,181

 
413,867

Intangible amortization
16,127

 
8,232

 
23,798

 
15,183

Interest and other, net
22,035

 
12,506

 
38,540

 
31,143

Other charges (income), net
1,678

 
(2,584
)
 
1,842

 
(46,593
)
Income before income taxes
140,280

 
154,337

 
258,896

 
344,266

Provision for income taxes
17,303

 
15,434

 
25,069

 
31,476

Net income
$
122,977

 
$
138,903

 
$
233,827

 
$
312,790

 
 
 
 
 
 
 
 
Earnings per share
 

 
 

 
 
 
 
Basic
$
0.22

 
$
0.24

 
$
0.41

 
$
0.53

Diluted
$
0.22

 
$
0.23

 
$
0.41

 
$
0.52

Weighted-average shares used in computing per share amounts:
 

 
 

 
 

 
 

Basic
563,333

 
585,760

 
564,417

 
586,497

Diluted
569,655

 
595,871

 
573,288

 
598,586


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


5



FLEXTRONICS INTERNATIONAL LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three-Month Periods Ended
 
Six-Month Periods Ended
 
September 25, 2015
 
September 26, 2014
 
September 25, 2015
 
September 26, 2014

(In thousands)
(Unaudited)
Net income
$
122,977

 
$
138,903

 
$
233,827

 
$
312,790

Other comprehensive income (loss):
 

 
 

 
 

 
 

Foreign currency translation adjustments, net of zero tax
(30,267
)
 
(5,683
)
 
(27,484
)
 
(9,828
)
Unrealized gain (loss) on derivative instruments and other, net of zero tax
(5,544
)
 
(2,433
)
 
7,285

 
8,292

Comprehensive income
$
87,166

 
$
130,787

 
$
213,628

 
$
311,254


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


6


FLEXTRONICS INTERNATIONAL LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Six-Month Periods Ended
 
September 25, 2015
 
September 26, 2014
 
(In thousands)
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
 


 

Net income
$
233,827


$
312,790

Depreciation, amortization and other impairment charges
230,894


260,328

Changes in working capital and other
197,274


(266,873
)
Net cash provided by operating activities
661,995


306,245

CASH FLOWS FROM INVESTING ACTIVITIES:
 


 

Purchases of property and equipment
(296,401
)

(167,204
)
Proceeds from the disposition of property and equipment
2,383


28,809

Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business
(641,913
)

(38,082
)
Other investing activities, net
(10,516
)

(28,855
)
Net cash used in investing activities
(946,447
)

(205,332
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 


 

Proceeds from bank borrowings and long-term debt
595,553


11,387

Repayments of bank borrowings and long-term debt
(21,090
)

(9,185
)
Payments for repurchases of ordinary shares
(241,978
)

(206,771
)
Net proceeds from issuance of ordinary shares
49,074


11,412

Other financing activities, net
(37,872
)

3,382

Net cash provided by (used in) financing activities
343,687


(189,775
)
Effect of exchange rates on cash and cash equivalents
(19,216
)

9,486

Net increase (decrease) in cash and cash equivalents
40,019


(79,376
)
Cash and cash equivalents, beginning of period
1,628,408


1,593,728

Cash and cash equivalents, end of period
$
1,668,427


$
1,514,352







Non-cash investing activity:
 


 

Unpaid purchases of property and equipment
$
99,178


$
51,814

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


7


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.  ORGANIZATION OF THE COMPANY AND BASIS OF PRESENTATION
 
Organization of the Company
 
Flextronics International Ltd. ("Flex", or the "Company") was incorporated in the Republic of Singapore in May 1990. The Company's operations have expanded over the years through a combination of organic growth and acquisitions. The Company is a globally-recognized leading provider of innovative design, engineering, manufacturing, and supply chain services and solutions that span from sketch to scale; from conceptual sketch to full-scale production. The Company designs, builds, ships and services complete packaged consumer electronics and industrial products for original equipment manufacturers ("OEMs"), through its activities in the following reportable segments: High Reliability Solutions ("HRS"), which is comprised of medical business including medical equipment, disposables, drug delivery, and diagnostics; our automotive business, including automotive electronics, automotive lighting, and power electronics; and defense and aerospace businesses focused on defense, civil aviation, and homeland security; Consumer Technology Group ("CTG"), which includes mobile devices business, including smart phones; consumer electronics business, including connected living, wearable electronics, digital health, game consoles, and connectivity devices; and high-volume computing business, including various supply chain solutions for notebook personal computing, tablets, and printers; Industrial and Emerging Industries ("IEI"), which is comprised of semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks, energy and metering, and lighting; and Integrated Network Solutions ("INS"), which includes radio access base stations, remote radio heads, and small cells for wireless infrastructure; optical, routing, broadcasting and switching products for the data and video network; server and storage platforms for both enterprise and cloud based deployments; next generation storage and security appliance products; and rack level solutions, converged infrastructure and software defined product solutions. The Company's strategy is to provide customers with a full range of cost competitive, vertically integrated global supply chain solutions through which the Company can design, build, ship and service a complete packaged product for its OEM customers. This enables our OEM customers to leverage the Company's supply chain solutions to meet their product requirements throughout the entire product life cycle.

        The Company's service offerings include a comprehensive range of value-added design and engineering services that are tailored to the various markets and needs of its customers. Other focused service offerings relate to manufacturing (including enclosures, metals, plastic injection molding, precision plastics, machining, and mechanicals), system integration and assembly and test services, materials procurement, inventory management, logistics and after-sales services (including product repair, warranty services, re-manufacturing and maintenance) and supply chain management software solutions and component product offerings (including rigid and flexible printed circuit boards and power adapters and chargers).
 
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, 2015 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 six-month periods ended September 25, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2016.
 
The first quarters for fiscal year 2016 and fiscal year 2015 ended on June 26, 2015 and June 27, 2014, respectively. The second quarters for fiscal year 2016 and fiscal year 2015 ended on September 25, 2015 and September 26, 2014, respectively.
 
The accompanying unaudited condensed consolidated financial statements include the financial position and results of operations of a majority-owned subsidiary of the Company. Noncontrolling interests are presented as a separate component of total shareholders' equity in the condensed consolidated balance sheets. The operating results of the subsidiary attributable to the noncontrolling interests are immaterial for all of the periods presented, and are included in other charges (income), net in the condensed consolidated statements of operations.

Recent Accounting Pronouncement

8



In September 2015, the Financial Accounting Standards Board (“FASB”) issued new guidance to simplify the accounting for adjustments made to provisional amounts recognized in a business combination. Under previous guidance, the acquirer retrospectively adjusted the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill, and would have to revise comparative information for prior periods presented in financial statements as needed. The update requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The new guidance is effective for the Company beginning fiscal year 2017, with early application permitted. The Company is currently assessing the impact of this update and the timing of adoption.

In July 2015, the FASB issued new guidance to simplify the measurement of inventory, by requiring that inventory be measured at the lower of cost and net realizable value. Prior to the issuance of the new guidance, inventory was measured at the lower of cost or market. This guidance is effective for the Company beginning in the first quarter of fiscal year 2018, with early application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the impact of this update and the timing of adoption.

In May 2014, the FASB issued new guidance which requires an entity to recognize revenue relating to contracts with customers that depicts the transfer of promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange for such goods or services. In order to meet this requirement, the entity must apply the following steps: (i) identify the contracts with the customers; (ii) identify performance obligations in the contracts; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations per the contracts; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Additionally, disclosures required for revenue recognition will include qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from costs to obtain or fulfill a contract. In July 2015, the FASB deferred the effective date of the standard by a year. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019. The Company is in the process of assessing the impact on its consolidated financial statements.


2.  BALANCE SHEET ITEMS
 
Inventories
 
The components of inventories, net of applicable lower of cost or market write-downs, were as follows:
 
 
As of  
 September 25, 2015
 
As of  
 March 31, 2015
 
(In thousands)
Raw materials
$
2,265,927

 
$
2,330,428

Work-in-progress
669,280

 
557,786

Finished goods
626,119

 
600,538

 
$
3,561,326

 
$
3,488,752

 
Goodwill and Other Intangible Assets
 
The following table summarizes the activity in the Company’s goodwill account for each of its four segments during the six-month period ended September 25, 2015:
 

9


 
 
HRS
 
CTG
 
IEI
 
INS
 
Amount
 
(In thousands)
Balance, beginning of the year
 
$
93,138

 
$
68,234

 
$
64,221

 
$
108,038

 
$
333,631

Additions (1)
 
292,608

 

 
2,982

 
3,575

 
299,165

Purchase accounting adjustments (2)
 
125

 

 

 

 
125

Foreign currency translation adjustments
 
(5,562
)
 

 

 

 
(5,562
)
Balance, end of the period
 
$
380,309

 
$
68,234

 
$
67,203

 
$
111,613

 
$
627,359


(1)
The goodwill generated from the Company’s business combinations completed during the six-month period ended September 25, 2015 is primarily related to value placed on the acquired employee workforces, service offerings and capabilities of the acquired businesses. The goodwill is not deductible for income tax purposes. See note 12 for additional information.

(2)
Includes adjustments based on management's estimates resulting from their review and finalization of the valuation of assets and liabilities acquired through certain business combinations completed in a period subsequent to the respective acquisition. These adjustments were not individually, nor in the aggregate, significant to the Company.
 
The components of acquired intangible assets are as follows:

 
As of September 25, 2015
 
As of March 31, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
(In thousands)
Intangible assets:
 

 
 

 
 

 
 

 
 

 
 

Customer-related intangibles
$
279,204

 
$
(93,401
)
 
$
185,803

 
$
133,853

 
$
(80,506
)
 
$
53,347

Licenses and other intangibles
190,742

 
(22,066
)
 
168,676

 
39,985

 
(11,788
)
 
28,197

Total
$
469,946

 
$
(115,467
)
 
$
354,479

 
$
173,838

 
$
(92,294
)
 
$
81,544


The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized.  During the six-month period ended September 25, 2015, the total value of intangibles assets increased primarily in connection with the Company's acquisition of Mirror Controls International ("MCi"). This acquisition contributed an additional $131.4 million in customer-related intangible assets, and $148.6 million in licenses and other intangibles assets. See note 12 for additional information. The estimated future annual amortization expense for intangible assets is as follows:

Fiscal Year Ending March 31,
Amount
 
(In thousands)
2016 (1)
$
30,583

2017
54,734

2018
48,934

2019
44,593

2020
39,971

Thereafter
135,664

Total amortization expense
$
354,479

____________________________________________________________
(1)
Represents estimated amortization for the remaining six-month period ending March 31, 2016.
 
Other Current Assets


10


Other current assets includes approximately $537.6 million and $600.7 million as of September 25, 2015 and March 31, 2015, respectively, for the deferred purchase price receivable from the Company's Global and North American Asset-Backed Securitization programs. See note 10 for additional information.

In connection with a prior acquisition, the Company entered into an agreement with a customer and a third party banking institution to procure certain manufacturing equipment that was financed by the third party banking institution, acting as an agent of the customer.  The manufacturing equipment was used exclusively for the benefit of this customer.  The Company cannot be required to pay cash by either the customer or the third party banking institution. 

During fiscal year 2015, the Company ceased manufacturing of the product related to the financed equipment.  As a result, the Company as an agent on behalf of the customer is in the process of dispositioning the equipment and forwarding the proceeds to the third party banking institution reducing the outstanding obligation. Included in other current assets is the value of the certain assets purchased on behalf of a customer and financed by a third party banking institution in the amounts of $83.7 million and $169.2 million as of September 25, 2015 and March 31, 2015, respectively. Additionally, other current assets as of September 25, 2015 includes an amount of $73.6 million relating to these assets that have been sold to third parties but not yet collected.

During the six-month period ended September 25, 2015, the Company disposed of all of the assets and the remaining amount of $83.7 million reflects the shortfall between the original purchase price of these assets and the amount recovered by selling them to third parties. The Company expects this amount to be funded by the customer, which in turn would be paid back to the third party banking institution.

Other Current Liabilities

Other current liabilities includes customer working capital advances of $147.1 million and $189.6 million, customer-related accruals of $506.2 million and $454.8 million, and deferred revenue of $278.4 million and $272.6 million as of September 25, 2015 and March 31, 2015, respectively. The customer working capital advances are not interest-bearing, do not have fixed repayment dates and are generally reduced as the underlying working capital is consumed in production. Other current liabilities also includes the outstanding balance due to the third party banking institution related to the financed equipment discussed above, that amounted to $161.5 million and $197.7 million as of September 25, 2015 and March 31, 2015, respectively.

3.  SHARE-BASED COMPENSATION
 
The following table summarizes the Company’s share-based compensation expense:

 
Three-Month Periods Ended
 
Six-Month Periods Ended
 
September 25, 2015
 
September 26, 2014
 
September 25, 2015
 
September 26, 2014
 
(In thousands)
Cost of sales
$
2,015

 
$
1,868

 
$
4,033

 
$
3,478

Selling, general and administrative expenses
14,185

 
9,051

 
28,293

 
19,122

Total share-based compensation expense
$
16,200

 
$
10,919

 
$
32,326

 
$
22,600


 
Total unrecognized compensation expense related to share options is not significant. As of September 25, 2015, the number of options outstanding and exercisable was 5.8 million at a weighted-average exercise price of $5.44 per share.
 
During the six-month period ended September 25, 2015, the Company granted 6.1 million unvested share bonus awards under the Company's 2010 Equity Incentive Plan. Of this amount, approximately 5.2 million unvested share bonus awards have an average grant date price of $11.97 per share. Further, approximately 0.7 million of these unvested shares represents the target amount of grants made to certain key employees whereby vesting is contingent on certain market conditions. The average grant date fair value of these awards contingent on certain market conditions was estimated to be $14.96 per award and was calculated using a Monte Carlo simulation. The remaining 0.2 million of unvested shares bonus awards have an average grant date price of $12.10 per share and represents the target amount of grants made to certain executive officers whereby vesting is contingent on meeting certain free cash flow targets. The number of shares contingent on market conditions that ultimately will

11


vest range from zero up to a maximum of 1.4 million based on a measurement of the percentile rank of the Company’s total shareholder return over a certain specified period against the Standard and Poor’s (“S&P”) 500 Composite Index and will cliff vest after a period of three years, if such market conditions have been met. The number of shares contingent on free cash flow targets that ultimately will vest range from zero up to a maximum of 0.4 million of the target payment based on a measurement of cumulative three-year increase of free cash flow from operations of the Company, and will cliff vest after a period of three years.
 
As of September 25, 2015, approximately 17.3 million unvested share bonus awards were outstanding, of which vesting for a targeted amount of 3.7 million is contingent primarily on meeting certain market conditions. The number of shares that will ultimately be issued can range from zero to 7.4 million based on the achievement levels of the respective conditions. During the six-month period ended September 25, 2015, 2.2 million shares vested in connection with the share bonus awards with market conditions granted in fiscal year 2013, and 0.5 million shares vested in connection with the share bonus awards with market conditions granted in fiscal year 2012.
 
As of September 25, 2015, total unrecognized compensation expense related to unvested share bonus awards is $122.5 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 2.76 years. Approximately $20.0 million of the total unrecognized compensation cost, net of estimated forfeitures, is related to awards whereby vesting is contingent on meeting certain market conditions.

Subsequent to September 25, 2015, in conjunction with the acquisition of NEXTracker Inc. ("NEXTracker"), the Company agreed to assume all of the outstanding, unvested restricted stock units and outstanding, unvested options to purchase shares of common stock of NEXTracker.

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 earnings per share attributable to the shareholders of Flextronics International Ltd.:
 
 
Three-Month Periods Ended
 
Six-Month Periods Ended
 
September 25, 2015
 
September 26, 2014
 
September 25, 2015
 
September 26, 2014
 
(In thousands, except per share amounts)
Net income
$
122,977


$
138,903

 
$
233,827

 
$
312,790

Shares used in computation:





 
 
 
 
Weighted-average ordinary shares outstanding
563,333


585,760

 
564,417

 
586,497

Basic earnings per share
0.22


0.24

 
0.41

 
0.53







 
 
 
 
Diluted earnings per share:
 


 

 
 

 
 

Net income
$
122,977

 
$
138,903

 
$
233,827

 
$
312,790

Shares used in computation:
 

 
 

 
 

 
 

Weighted-average ordinary shares outstanding
563,333

 
585,760

 
564,417

 
586,497

Weighted-average ordinary share equivalents from stock options and awards (1) (2)
6,322

 
10,111

 
8,871

 
12,089

Weighted-average ordinary shares and ordinary share equivalents outstanding
569,655

 
595,871

 
573,288

 
598,586

Diluted earnings per share
0.22

 
0.23

 
0.41

 
0.52


____________________________________________________________
(1)         Options to purchase ordinary shares of 1.1 million and 7.0 million during the three-month periods ended September 25, 2015 and September 26, 2014, respectively, and share bonus awards of 5.3 million and 0.8 million for the three-month periods ended September 25, 2015 and September 26, 2014, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.


12


(2)         Options to purchase ordinary shares of 1.2 million and 12.1 million during the six-month periods ended September 25, 2015 and September 26, 2014, respectively, and share bonus awards of 2.9 million and 0.4 million for the six-month periods ended September 25, 2015 and September 26, 2014, 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.  BANK BORROWINGS AND LONG TERM DEBT

Bank borrowings and long-term debt are as follows:

 
As of September 25, 2015
 
As of March 31, 2015
 
(In thousands)
Term Loan, including current portion, due in installments through August 2018
$
588,750

 
$
592,500

Term Loan, including current portion, due in installments through March 2019
468,750

 
475,000

4.625% Notes due February 2020
500,000

 
500,000

5.000% Notes due February 2023
500,000

 
500,000

4.750% Notes due June 2025
595,402

 

Other
13,248

 
16,233

Total
$
2,666,150

 
$
2,083,733


The weighted-average interest rates for the Company’s long-term debt were 3.5% and 3.2% as of September 25, 2015 and March 31, 2015, respectively,

On June 8, 2015, the Company issued $600 million of 4.750% Notes ("Notes") due June 15, 2025 in a private offering pursuant to Rule 144A and Regulation S under the Securities Act, at a discount of 99.213%, and an effective rate of approximately 4.850%. The Company received net proceeds of approximately $595.3 million from the issuance which will be used for general corporate purposes.

The Company incurred approximately $7.9 million of costs in conjunction with the issuance of the Notes. The issuance costs were capitalized and will be amortized over the life of the Notes.

Interest on the Notes is payable semi-annually, commencing on December 15, 2015. The Notes are senior unsecured obligations of the Company, rank equally with all of the Company's other existing and future senior and unsecured debt obligations, and are guaranteed, jointly and severally, fully and unconditionally on an unsecured basis, by each of the Company's 100% owned subsidiaries that guarantees indebtedness under, or is a borrower under, the Company's Term Loan Agreement and Revolving Line of Credit.

At any time prior to March 15, 2025, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus an applicable premium and accrued and unpaid interest, if any, to the applicable redemption date. Upon the occurrence of a change of control repurchase event (as defined in the Notes indenture), the Company must offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date.

The indenture governing the Notes contains covenants that, among other things, restrict the ability of the Company and certain of the Company's subsidiaries to create liens; enter into sale-leaseback transactions; create, incur, issue, assume or guarantee any funded debt; and consolidate or merge with, or convey, transfer or lease all or substantially all of the Company's assets to, another person, or permit any other person to consolidate, merge, combine or amalgamate with or into the Company. These covenants are subject to a number of significant limitations and exceptions set forth in the indenture. The indenture also provides for customary events of default, including, but not limited to, cross defaults to certain specified other debt of the Company and its subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the agreement occurs or is continuing, the applicable trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all of the Notes to be due and payable immediately, but upon certain conditions such

13


declaration and its consequences may be rescinded and annulled by the holders of a majority in principal amount of the Notes. As of September 25, 2015, the Company was in compliance with the covenants in the indenture governing the Notes.

In connection with the issuance of the Notes, the Company entered into a registration rights agreement under which it has agreed to consummate an offer registered with the Securities and Exchange Commission to issue new notes having terms substantially identical to the Notes (except that the new notes will not be subject to restrictions on transfer) in exchange for outstanding Notes. In some circumstances, the Company may be required to file a shelf registration statement to cover resale of the Notes. If the Company fails to satisfy these obligations, the Company may be required to pay additional interest to holders of the Notes under certain circumstances.

Repayment of the Company’s long term debt outstanding as of September 25, 2015 is as follows:
Fiscal Year Ending March 31,
Amount
 
(In thousands)
2016 (1)
$
30,000

2017
52,500

2018
52,500

2019
922,500

2020
500,000

Thereafter
1,108,650

Total
$
2,666,150


____________________________________________________________
(1)
Represents scheduled repayment for the remaining six-month period ending March 31, 2016.

On September 30, 2015, the Company amended its $2.0 billion credit facility to increase the $500 million term loan maturing in March 2019 by an additional borrowing of $100.0 million. All other terms remained unchanged.
On October 1, 2015, the Company entered into a €50 million (approximately $56.0 million as of September 25, 2015), 5-year, unsecured, term-loan agreement due September 30, 2020.

6.  INTEREST AND OTHER, NET
 
During the three-month and six-month periods ended September 25, 2015, the Company recognized interest expense of $25.1 million and $45.2 million, respectively, on its debt obligations outstanding during the periods. During the three-month and six-month periods ended September 26, 2014, the Company recognized interest expense of $19.0 million and $37.5 million, respectively.

During the three-month and six-month periods ended September 25, 2015, the Company recognized interest income of $4.3 million and $7.8 million, respectively. During the three-month and six-month periods ended September 26, 2014, the Company recognized interest income of $4.8 million and $10.1 million, respectively. 

During the three-month and six-month periods ended September 25, 2015, the Company recognized gains on foreign exchange transactions of $12.4 million and $14.6 million, respectively.  During the three-month and six-month periods ended September 26, 2014, the Company recognized gains on foreign exchange transactions of $6.8 million and $5.4 million, respectively.

During the three-month and six-month periods ended September 25, 2015, the Company incurred $8.1 million of acquisition-related costs.

7.  OTHER CHARGES (INCOME), NET
 
During the three-month and six-month periods ended September 25, 2015, the Company incurred expenses of $1.6 million related to a refund in connection with the disposition of a certain manufacturing facility in Western Europe.

During the six-month period ended September 26, 2014, an amendment to a customer contract to reimburse a customer for certain performance provisions was executed which included the removal of a $55.0 million contractual obligation recognized

14


during fiscal year 2014. Accordingly, the Company reversed the charge recognized in fiscal year 2014 with a corresponding credit to other charges (income), net in the consolidated statement of operations.

Further, during the six-month period ended September 26, 2014, the Company recognized a loss of $11.0 million in connection with the disposition of a manufacturing facility in Western Europe. The Company received $11.5 million in cash for the sale of $27.2 million in net assets of the facility. The loss also includes $4.6 million of transaction costs, partially offset by a credit of $9.3 million for the release of cumulative foreign translation gains triggered by the disposition.
 
8.  FINANCIAL INSTRUMENTS
 
Foreign Currency Contracts
 
The Company primarily 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 September 25, 2015, the aggregate notional amount of the Company’s outstanding foreign currency contracts was $4.9 billion as summarized below:
 
 
 
Foreign Currency Amount
 
Notional Contract Value in USD
Currency
 
Buy
 
Sell
 
Buy

Sell
 
 
(In thousands)
Cash Flow Hedges
 
 

 
 

 


 
 

CNY
 
1,543,000

 

 
$
241,709

 
$

EUR
 
4,790

 
60,780

 
5,367

 
69,534

HUF
 
13,758,000

 

 
49,370

 

ILS
 
176,700

 

 
44,759

 

MXN
 
1,414,000

 

 
82,580

 

MYR
 
196,000

 

 
45,094

 

Other
 
N/A

 
N/A

 
52,524

 
500

 
 
 

 
 

 
521,403

 
70,034

Other Foreign Currency Contracts
 


 


 


 


BRL
 

 
686,000

 

 
165,929

CAD
 
19,200

 
12,500

 
14,403

 
9,377

CHF
 
16,919

 
43,701

 
17,320

 
44,712

CNY
 
4,719,018

 
3,236,303

 
738,966

 
512,000

DKK
 
197,200

 
155,700

 
29,614

 
23,382

EUR
 
597,631

 
1,007,752

 
670,293

 
1,130,041

GBP
 
32,393

 
59,840

 
49,449

 
91,382

HUF
 
20,332,000

 
20,408,000

 
72,961

 
73,234

ILS
 
62,000

 
85,100

 
15,705

 
21,556

JPY
 
2,256,614

 
1,700,061

 
18,807

 
14,079

MXN
 
1,473,560

 
331,830

 
86,059

 
19,380

MYR
 
384,331

 
94,650

 
88,423

 
21,776

SEK
 
474,290

 
886,483

 
56,315

 
105,026

SGD
 
43,268

 
8,348

 
30,353

 
5,856

Other
 
N/A

 
N/A

 
91,499

 
52,884

 
 
 

 
 

 
1,980,167

 
2,290,614


 


 


 


 


Total Notional Contract Value in USD
 
 

 
 

 
$
2,501,570

 
$
2,360,648




15


As of September 25, 2015, the fair value of the Company’s short-term foreign currency contracts was not material and is included in other current assets or other current liabilities, as applicable, in the condensed consolidated balance sheets. 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 in the condensed consolidated statements of operations. As of September 25, 2015 and March 31, 2015, the Company also has included net deferred losses in accumulated other comprehensive loss, a component of shareholders’ equity in the condensed consolidated balance sheets, relating to the effective portion of changes in fair value of its foreign currency contracts that are accounted for as cash flow hedges. These deferred losses totaled $9.7 million as of September 25, 2015, 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 utilized for foreign currency risk management purposes:

 
Fair Values of Derivative Instruments
 
Asset Derivatives
 
Liability Derivatives
 
 
 
Fair Value
 
 
 
Fair Value
 
Balance Sheet
Location
 
September 25,
2015
 
March 31,
2015
 
Balance Sheet
Location
 
September 25,
2015
 
March 31,
2015
 
(In thousands)
Derivatives designated as hedging instruments
 
 
 

 
 

 
 
 
 

 
 

Foreign currency contracts
Other current assets
 
$
2,507

 
$
2,896

 
Other current liabilities
 
$
11,923

 
$
19,729

 
 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments
 
 
 

 
 

 
 
 
 

 
 

Foreign currency contracts
Other current assets
 
$
17,119

 
$
22,933

 
Other current liabilities
 
$
14,581

 
$
11,328


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 period presented.
 
9.  ACCUMULATED OTHER COMPREHENSIVE LOSS
 
The changes in accumulated other comprehensive loss by component, net of tax, are as follows:
 

16


 
Three-Month Periods Ended
 
September 25, 2015
 
September 26, 2014
 
Unrealized gain
(loss) on derivative
instruments and
other
 
Foreign currency
translation
adjustments
 
Total
 
Unrealized gain
(loss) on derivative
instruments and
other
 
Foreign currency
translation
adjustments
 
Total
 
(In thousands)
Beginning balance
$
(55,437
)
 
$
(109,456
)
 
$
(164,893
)
 
$
(22,124
)
 
$
(97,452
)
 
$
(119,576
)
Other comprehensive loss before reclassifications
(13,818
)
 
(30,267
)
 
(44,085
)
 
(2,965
)
 
(3,099
)
 
(6,064
)
Net (gains) losses reclassified from accumulated other comprehensive loss
8,274

 

 
8,274

 
532

 
(2,584
)
 
(2,052
)
Net current-period other comprehensive loss
(5,544
)
 
(30,267
)
 
(35,811
)
 
(2,433
)
 
(5,683
)
 
(8,116
)
Ending balance
$
(60,981
)
 
$
(139,723
)
 
$
(200,704
)
 
$
(24,557
)
 
$
(103,135
)
 
$
(127,692
)

 
Six-Month Periods Ended
 
September 25, 2015
 
September 26, 2014
 
Unrealized gain
(loss) on derivative
instruments and
other
 
Foreign currency
translation
adjustments
 
Total
 
Unrealized gain
(loss) on derivative
instruments and
other
 
Foreign currency
translation
adjustments
 
Total
 
(In thousands)
Beginning balance
$
(68,266
)
 
$
(112,239
)
 
$
(180,505
)
 
$
(32,849
)
 
$
(93,307
)
 
$
(126,156
)
Other comprehensive gain (loss) before reclassifications
(14,419
)
 
(27,636
)
 
(42,055
)
 
(1,965
)
 
2,008

 
43

Net (gains) losses reclassified from accumulated other comprehensive loss
21,704

 
152

 
21,856

 
10,257

 
(11,836
)
 
(1,579
)
Net current-period other comprehensive gain (loss)
7,285

 
(27,484
)
 
(20,199
)
 
8,292

 
(9,828
)
 
(1,536
)
Ending balance
$
(60,981
)
 
$
(139,723
)
 
$
(200,704
)
 
$
(24,557
)
 
$
(103,135
)
 
$
(127,692
)

Net losses reclassified from accumulated other comprehensive loss during the six-month period ended September 25, 2015 relating to derivative instruments and other includes $20.7 million attributable to the Company’s cash flow hedge instruments which were recognized as a component of cost of sales in the condensed consolidated statement of operations.
 
During the six-month period ended September 26, 2014, the Company recognized a loss of $11.0 million in connection with the disposition of a manufacturing facility in Western Europe. This loss includes the settlement of unrealized losses of $4.2 million on an insignificant defined benefit plan associated with the disposed facility offset by the release of cumulative foreign currency translation gains of $9.3 million, both of which have been reclassified from accumulated other comprehensive loss during the period. The loss on sale is included in other charges (income), net in the condensed consolidated statement of operations.

Additionally, net gains reclassified from accumulated other comprehensive loss during the six-month period ended September 26, 2014 includes $2.6 million in connection with cumulative translation gains related to the liquidation of a foreign entity, which is included in other charges (income), net in the condensed consolidated statement of operations.
 
Substantially all unrealized losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the three-month and six-month periods ended September 26, 2014, was recognized as a component of

17


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.
 
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, each of which in turn sells 100% of the receivables to unaffiliated financial institutions. These programs allow the operating subsidiaries to receive a cash payment and a deferred purchase price receivable for sold receivables. Following the transfer of the receivables to the special purpose entities, the transferred receivables are isolated from the Company and its affiliates, and upon the sale of the receivables from the special purpose entities to the unaffiliated financial institutions, effective control of the transferred receivables is passed to the unaffiliated financial institutions, which has the right to pledge or sell the receivables. Although the special purpose entities are consolidated by the Company, they are separate corporate entities and their assets are available first to satisfy the claims of their creditors. The investment limits set by the financial institutions are $700.0 million for the Global Program, of which $600.0 million is committed and $100.0 million is uncommitted, and $265.0 million for the North American Program, of which $225.0 million is committed and $40.0 million is uncommitted. Both programs require a minimum level of deferred purchase price receivable to be retained by the Company in connection with the sales.
 
The Company services, administers and collects the receivables on behalf of the special purpose entities and receives a servicing fee of 0.1% to 0.5% of serviced receivables per annum. Servicing fees recognized during the three-month and six-month periods ended September 25, 2015 and September 26, 2014 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 September 25, 2015, approximately $1.4 billion of accounts receivable had been sold to the special purpose entities under the ABS Programs for which the Company had received net cash proceeds of approximately $890.0 million and deferred purchase price receivables of approximately $537.6 million. As of March 31, 2015, approximately $1.3 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $740.7 million and deferred purchase price receivables of approximately $600.7 million. The portion of the purchase price for the receivables which is not paid by the unaffiliated financial institutions in cash is a deferred purchase price receivable, which is paid to the special purpose entity as payments on the receivables are collected from account debtors. The deferred purchase price receivable represents a beneficial interest in the transferred financial assets and is recognized at fair value as part of the sale transaction. The deferred purchase price receivables are included in other current assets as of September 25, 2015 and March 31, 2015, and were carried at the expected recovery amount of the related receivables. The difference between the carrying amount of the receivables sold under these programs and the sum of the cash and fair value of the deferred purchase price receivables received at time of transfer is recognized as a loss on sale of the related receivables and recorded in interest and other, net in the condensed consolidated statements of operations and were immaterial for all periods presented.
 
As of September 25, 2015 and March 31, 2015, 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 six-month periods ended September 25, 2015 and September 26, 2014, cash flows from sales of receivables under the ABS Programs consisted of approximately $2.4 billion and $2.1 billion, for transfers of receivables, respectively (of which approximately $255.3 million and $76.5 million, respectively, represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers).
 
The following table summarizes the activity in the deferred purchase price receivables account:

18


 
Three-Month Periods Ended
 
Six-Month Periods Ended
 
September 25, 2015
 
September 26, 2014
 
September 25, 2015
 
September 26, 2014
 
(In thousands)
Beginning balance
$
516,287

 
$
463,124

 
$
600,672

 
$
470,908

Transfers of receivables
983,677

 
720,921

 
1,750,725

 
1,499,781

Collections
(962,345
)
 
(757,988
)
 
(1,813,778
)
 
(1,544,632
)
Ending balance
$
537,619

 
$
426,057

 
$
537,619

 
$
426,057

 
Trade Accounts Receivable Sale Programs
 
The Company also sold accounts receivables to certain third-party banking institutions. The outstanding balance of receivables sold and not yet collected was approximately $339.1 million and $485.6 million as of September 25, 2015 and March 31, 2015, respectively. For the six-month periods ended September 25, 2015 and September 26, 2014, total accounts receivable sold to certain third party banking institutions was approximately $1.2 billion and $2.3 billion, respectively. The receivables that were sold were removed from the condensed consolidated balance sheets and the cash received is reflected as cash provided by operating activities in the condensed consolidated statements of cash flows.
 
11.  FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES
 
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:
 
Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
 
The Company has deferred compensation plans for its officers and certain other employees. Amounts deferred under the plans are invested in hypothetical investments selected by the participant or the participant’s investment manager. The Company’s deferred compensation plan assets are 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.
 
During the three-month period ended September 26, 2014, the Company accrued for certain contingent consideration in connection with its business acquisitions, which is measured at fair value based on internal cash flow models and other inputs.

19


During the six-month period ended September 25, 2015, no additions to accrual, payments or fair value adjustments were incurred. The following table summarizes the activities related to contingent consideration:

 
Three-Month Periods Ended
 
Six-Month Periods Ended
 
September 25,
2015
 
September 26,
2014
 
September 25,
2015
 
September 26,
2014
 
(In thousands)
Beginning balance
$
4,500

 
$
11,300

 
$
4,500

 
$
11,300

Additions to accrual

 
4,500

 

 
4,500

Payments

 

 

 

Fair value adjustments

 

 

 

Ending balance
$
4,500

 
$
15,800

 
$
4,500

 
$
15,800


The Company values deferred purchase price receivables relating to its asset-backed securitization program based on a discounted cash flow analysis using unobservable inputs (i.e., level 3 inputs), which are primarily risk free interest rates adjusted for the credit quality of the underlying creditor. Due to its high credit quality and short term maturity the fair value approximates carrying value. Significant increases in either of the major unobservable inputs (credit spread, risk free interest rate) in isolation would result in lower fair value estimates, however the impact is not meaningful. The interrelationship between these inputs is also insignificant. Refer to note 10 for a reconciliation of the change in the deferred purchase price receivable during the three-month and six-month periods ended September 25, 2015 and September 26, 2014.
 
There were no transfers between levels in the fair value hierarchy during the three-month and six-month periods ended September 25, 2015 and September 26, 2014.
 
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:
 

20


 
Fair Value Measurements as of September 25, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Assets:
 

 
 

 
 

 
 

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

 
$
447,217

 
$

 
$
447,217

Deferred purchase price receivable (Note 10)

 

 
537,619

 
537,619

Foreign exchange contracts (Note 8)

 
19,626

 

 
19,626

Deferred compensation plan assets:
 

 
 

 
 

 
0

Mutual funds, money market accounts and equity securities
8,939

 
37,676

 

 
46,615

Liabilities:
 

 
 

 
 

 
0

Foreign exchange contracts (Note 8)
$

 
$
(26,504
)
 
$

 
$
(26,504
)
Contingent consideration in connection with business acquisitions

 

 
(4,500
)
 
(4,500
)
 
 
 
 
 
 
 
 
 
Fair Value Measurements as of March 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Assets:
 

 
 

 
 

 
 

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

 
$
674,859

 
$

 
$
674,859

Deferred purchase price receivable (Note 10)

 

 
600,672

 
600,672

Foreign exchange contracts (Note 8)

 
25,829

 

 
25,829

Deferred compensation plan assets:
 

 
 

 
 

 
0

Mutual funds, money market accounts and equity securities
9,068

 
37,041

 

 
46,109

Liabilities:
 

 
 

 
 

 
0

Foreign exchange contracts (Note 8)
$

 
$
(31,057
)
 
$

 
$
(31,057
)
Contingent consideration in connection with business acquisitions

 

 
(4,500
)
 
(4,500
)

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


21


 
As of September 25, 2015

As of March 31, 2015


 
Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

Fair Value
Hierarchy
 
(In thousands)
Term Loan, including current portion, due in installments through August 2018
$
588,750


$
586,177


$
592,500


$
582,131


Level 1
Term Loan, including current portion, due in installments through March 2019
468,750


466,992


475,000


465,500


Level 1
4.625% Notes due February 2020
500,000


520,625


500,000


523,750


Level 1
5.000% Notes due February 2023
500,000


502,750


500,000


543,150


Level 1
4.750% Notes due June 2025
595,402


585,000






Level 1
Total
$
2,652,902


$
2,661,544


$
2,067,500


$
2,114,531


 
 
The term loans and Notes due February 2020, February 2023 and June 2025 are valued based on broker trading prices in active markets.
 
12. BUSINESS AND ASSETS ACQUISITIONS
 
Acquisition of Mirror Controls International

On June 29, 2015, the Company completed its acquisition of MCi, and paid approximately $555.2 million, net of $27.7 million of cash acquired. This acquisition expanded the Company's capabilities in the automotive market, and was included in the HRS segment. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.

The following represents the Company's preliminary allocation of the total purchase price to the acquired assets and liabilities of MCi (in thousands):

Current assets:

Accounts receivable
$
41,392

Inventories
19,169

Other current assets
2,790

           Total current assets
63,351

Property and equipment, net
39,256

Other assets
942

Intangibles
280,000

Goodwill
290,478

        Total assets
$
674,027

 

Current liabilities:

Accounts payable
$
28,002

Accrued liabilities & other current liabilities
20,677

        Total current liabilities
48,679

Other liabilities
70,190

          Total aggregate purchase price
$
555,158




22


The intangible assets of $280.0 million is comprised of customer relationships of $131.4 million and licenses and other intangibles assets of $148.6 million. Customer relationships are amortized over a weighted-average estimated useful life of 8 years and licenses and other intangibles assets are amortized over a weighted-average estimated useful life of 10 years. In addition to accounts receivable and inventories, the Company acquired $39.3 million of machinery and equipment and assumed $70.2 million of other liabilities primarily comprised of deferred tax liabilities. The Company incurred $6.7 million in acquisition-related costs related to the acquisition of MCi during the three-month period ended September 25, 2015.

Acquisition of a facility from Alcatel-Lucent

On July 1, 2015, the Company acquired an optical transport facility from Alcatel-Lucent for approximately $67.5 million, which expanded its capabilities in the telecom market and was included in the INS segment. The Company acquired primarily $55.0 million of inventory, $10.0 million of property and equipment primarily comprised of a building and land, and recorded goodwill and intangible assets for a customer relationship of $3.6 million and $2.1 million, respectively, and assumed $3.2 million in other net liabilities in connection with this acquisition. The customer relationship intangible will amortize over a weighted-average estimated useful life of 5 years. Acquisition-related costs for this acquisition were immaterial.

Other business acquisitions

Additionally, during the six-month period ended September 25, 2015, the Company completed three acquisitions that were not individually, nor in the aggregate, significant to the consolidated financial position, results of operations and cash flows of the Company.  Two of the acquired businesses expanded the Company’s capabilities in the medical devices market, particularly precision plastics and molding within the HRS segment, and the other strengthened capabilities in the household industrial market within the IEI segment. The Company paid $15.3 million, net of $0.1 million of cash held by the acquirees. The Company primarily acquired $2.0 million of property and equipment, assumed liabilities of $0.6 million and recorded goodwill and intangibles of $18.9 million

The results of operations for each of the acquisitions in fiscal year 2016 were included in the Company’s consolidated financial results beginning on the date of each acquisition, and the amount of revenue and earnings of the acquisitions, collectively, were immaterial to the Company’s consolidated financial results for all periods presented. Proforma results of operations for the acquisitions in fiscal year 2016 have not been presented because the effects of the acquisitions, collectively, were immaterial to the Company’s consolidated financial results for all periods presented.

The Company is in the process of evaluating the fair value of the assets and liabilities related to business combinations completed during the 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 date of acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement periods.

On September 28, 2015, the Company completed the acquisition of NEXTracker and paid approximately $245.0 million net of cash acquired, with potential contingent consideration of up to a maximum of $97.2 million upon achievement of future revenue performance targets. The financial results of NEXTracker will be included in the consolidated financial statements of the Company as part of the IEI segment beginning in the third quarter of fiscal year 2016.

13.  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 asserted 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 sought an unspecified amount of compensatory, statutory, punitive, and other forms of damages, injunctive relief, and attorneys' fees and costs. The parties settled this action in August 2015 and it has been dismissed; the terms of the settlement were not material to the Company’s financial statements as a whole.

During the fourth quarter of fiscal year 2014, one of the Company's Brazilian subsidiaries received an assessment for certain sales and import taxes. The tax assessment notice is for nine months of calendar year 2010 for an alleged amount of 50 million Brazilian reals (approximately $12 million based on the exchange rate as of September 25, 2015) plus interest. This assessment is in the second stage of the review process at the administrative level, and the Company plans to continue to

23


vigorously oppose it as well as any future assessments. The Company is, however, unable to determine the likelihood of an unfavorable outcome of these assessments against our Brazilian subsidiary. While the Company believes there is no legal basis for the alleged liabilities, due to the complexities and uncertainty surrounding the administrative-review and judicial processes in Brazil and the nature of the claims, it is unable to reasonably estimate a range of loss for this assessment or any future assessments that are reasonably possible. The Company does not expect final judicial determination on these matters for several years.

During fiscal year 2015, one of the Company's non-operating Brazilian subsidiaries received an assessment of approximately $100 million related to income and social contribution taxes, interest and penalties. The Company believes there is no legal basis for the assessment and expects that any losses are remote. The Company plans to vigorously defend itself through the administrative and judicial processes.

In addition, from time to time, the Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. Although the outcome of these matters is currently not determinable, management expects that any losses that are probable or reasonably possible of being incurred as a result of these matters, which are in excess of amounts already accrued in the Company’s condensed consolidated balance sheets, would not be material to the financial statements as a whole.

14.  SHARE REPURCHASES
 
During the three-month and six-month periods ended September 25, 2015, the Company repurchased 12.8 million shares at an aggregate purchase price of $138.0 million, and 20.6 million shares at an aggregate purchase price of $232.4 million, respectively, and retired all of these shares.
 
Under the Company’s current share repurchase program, the Board of Directors authorized repurchases of its outstanding ordinary shares for up to $500 million in accordance with the share repurchase mandate approved by the Company’s shareholders at the date of the most recent Extraordinary General Meeting held on August 20, 2015. As of September 25, 2015, shares in the aggregate amount of $422.5 million were available to be repurchased under the current plan.

15.  SEGMENT REPORTING

The Company has four reportable segments: HRS, CTG, IEI, and INS. These segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. Refer to note 1 for a description of the various product categories manufactured under each of these segments.

An operating segment's performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization of intangibles, stock-based compensation, other charges (income), net and interest and other, net.

Selected financial information by segment is as follows:


24


 
Three-Month Periods Ended
 
Six-Month Periods Ended
 
September 25, 2015
 
September 26, 2014
 
September 25, 2015
 
September 26, 2014
 
(In thousands)
Net sales:
 
 
 
 
 
 
 
Integrated Network Solutions
$
2,204,966

 
$
2,340,707

 
$
4,171,528

 
$
4,781,133

Consumer Technology Group
2,011,089

 
2,209,543

 
3,576,052

 
4,431,683

Industrial & Emerging Industries
1,145,842

 
1,097,202

 
2,275,981

 
2,221,668

High Reliability Solutions
954,865

 
881,065

 
1,859,449

 
1,736,778

 
$
6,316,762

 
$
6,528,517

 
$
11,883,010

 
$
13,171,262

Segment income and reconciliation of income before tax:
 
 
 
 
 
 
 
Integrated Network Solutions
$
65,758

 
$
57,643

 
$
122,822

 
$
130,354

Consumer Technology Group
41,170

 
53,336

 
80,013

 
83,200

Industrial & Emerging Industries
32,268

 
35,582

 
61,268

 
82,906

High Reliability Solutions
71,199

 
48,801

 
131,085

 
102,944

Corporate and Other
(14,075
)
 
(11,952
)
 
(39,786
)
 
(32,805
)
   Total segment income
196,320

 
183,410

 
355,402

 
366,599

Reconciling items:


 


 
 
 
 
Intangible amortization
16,127

 
8,232

 
23,798

 
15,183

Stock-based compensation
16,200

 
10,919

 
32,326

 
22,600

Other charges (income), net
1,678

 
(2,584
)
 
1,842

 
(46,593
)
Interest and other, net
22,035

 
12,506

 
38,540

 
31,143

    Income before income taxes
$
140,280

 
$
154,337

 
$
258,896

 
$
344,266


Asset information on a segment basis is not disclosed, as property and equipment is not allocated to each segment.

Corporate and other primarily includes corporate services costs that are not included in the assessment of the performance of each of the identified reporting segments.

16.  SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
 
Flextronics International Ltd. (“Parent”) has three tranches of Notes of $500 million, $500 million, and $600 million, respectively, each outstanding, which mature on February 15, 2020, February 15, 2023 and June 15, 2025, respectively. These Notes are senior unsecured obligations, and are guaranteed, fully and unconditionally, jointly and severally, on an unsecured basis, by certain of the Company’s 100% owned subsidiaries (the “guarantor subsidiaries”). These subsidiary guarantees will terminate upon 1) a sale or other disposition of the guarantor or the sale or disposition of all or substantially all the assets of the guarantor (other than to the Parent or a subsidiary); 2) such guarantor ceasing to be a guarantor or a borrower under the Company’s Term Loan Agreement and the Revolving Line of Credit; 3) defeasance or discharge of the Notes, as provided in the Notes indenture; or 4) if at any time the Notes are rated investment grade.
 
In lieu of providing separate financial statements for the guarantor subsidiaries, the Company has included the accompanying condensed consolidating financial statements, which are presented using the equity method of accounting. The principal elimination entries relate to investment in subsidiaries and intercompany balances and transactions, including transactions with the Company’s non-guarantor subsidiaries. During the three-month period ended September 25, 2015, and in conjunction with the new $600 million Notes, a new entity was added as a guarantor subsidiary for all three tranches of the Notes. Accordingly, the Company recast the condensed consolidating financial statements presented below to reflect this change.
 

25


Condensed Consolidating Balance Sheets as of September 25, 2015
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
(in thousands)
ASSETS
 

 
 

 
 

 
 

 
 

Current assets:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
517,631

 
$
226,469

 
$
924,327

 
$

 
$
1,668,427

Accounts receivable

 
1,352,781

 
1,194,029

 

 
2,546,810

Inventories

 
1,494,305

 
2,067,021

 

 
3,561,326

Inter company receivable
8,919,282

 
5,578,552

 
12,359,980

 
(26,857,814
)
 

Other current assets
3,749

 
202,794

 
1,002,388

 

 
1,208,931

Total current assets
9,440,662

 
8,854,901

 
17,547,745

 
(26,857,814
)
 
8,985,494

Property and equipment, net

 
506,394

 
1,711,636

 

 
2,218,030

Goodwill and other intangible assets, net
325

 
62,580

 
918,933

 

 
981,838

Other assets
2,259,454

 
198,711

 
2,139,936

 
(4,123,124
)
 
474,977

Investment in subsidiaries
1,654,260

 
2,412,432

 
16,883,121

 
(20,949,813
)
 

Total assets
$
13,354,701

 
$
12,035,018

 
$
39,201,371

 
$
(51,930,751
)
 
$
12,660,339

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

 
 

 
 

 
 

Current liabilities:
 

 
 

 
 

 
 

 
 

Bank borrowings and current portion of long-term debt
$
43,125

 
$
941

 
$
3,906

 
$

 
$
47,972

Accounts payable

 
1,514,042

 
3,273,899

 

 
4,787,941

Accrued payroll

 
121,059

 
279,941

 

 
401,000

Inter company payable
8,213,861

 
8,993,273

 
9,650,680

 
(26,857,814
)
 

Other current liabilities
30,642

 
855,909

 
909,316

 

 
1,795,867

Total current liabilities
8,287,628

 
11,485,224

 
14,117,742

 
(26,857,814
)
 
7,032,780

Long term liabilities
2,646,945

 
2,109,106

 
2,539,057

 
(4,123,124
)
 
3,171,984

Flextronics International Ltd. shareholders’ equity (deficit)
2,420,128

 
(1,559,312
)
 
22,509,125

 
(20,949,813
)
 
2,420,128

Noncontrolling interests

 

 
35,447

 

 
35,447

Total shareholders’ equity (deficit)
2,420,128

 
(1,559,312
)
 
22,544,572

 
(20,949,813
)
 
2,455,575

Total liabilities and shareholders’ equity
$
13,354,701

 
$
12,035,018

 
$
39,201,371

 
$
(51,930,751
)
 
$
12,660,339




26


Condensed Consolidating Balance Sheets as of March 31, 2015
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
(in thousands)
ASSETS
 

 
 

 
 

 
 

 
 

Current assets:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
608,971

 
$
168,272

 
$
851,165

 
$

 
$
1,628,408

Accounts receivable

 
1,208,632

 
1,128,883

 

 
2,337,515

Inventories

 
1,729,593

 
1,759,159

 

 
3,488,752

Inter company receivable
6,417,410

 
4,759,062

 
10,099,057

 
(21,275,529
)
 

Other current assets
8,143

 
202,161

 
1,075,921

 

 
1,286,225

Total current assets
7,034,524

 
8,067,720

 
14,914,185

 
(21,275,529
)
 
8,740,900

Property and equipment, net

 
471,052

 
1,621,115

 

 
2,092,167

Goodwill and other intangible assets, net
475

 
64,831

 
349,869

 

 
415,175

Other assets
2,223,402

 
155,172

 
2,131,523

 
(4,092,715
)
 
417,382

Investment in subsidiaries
1,799,956

 
1,681,521

 
16,641,212

 
(20,122,689
)
 

Total assets
$
11,058,357

 
$
10,440,296

 
$
35,657,904

 
$
(45,490,933
)
 
$
11,665,624

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

 
 

 
 

 
 

Current liabilities:
 

 
 

 
 

 
 

 
 

Bank borrowings and current portion of long-term debt
$
40,000

 
$
917