Document
Table of Contents


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
Form 10-Q
(Mark One)
 
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2016
 
Or
 
         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
 
FLEX 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  No 
 
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  No 

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 
 
Accelerated filer 
 
 
 
Non-accelerated filer 
 
Smaller reporting company 
(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  No 
 
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 23, 2017
Ordinary Shares, No Par Value
 
535,220,962



Table of Contents

FLEX LTD.
 
INDEX
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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
Flex Ltd.
Singapore
 
We have reviewed the accompanying condensed consolidated balance sheet of Flex Ltd., formerly Flextronics International Ltd., and subsidiaries (the “Company”) as of December 31, 2016, and the related condensed consolidated statements of operations and of comprehensive income for the three-month and nine-month periods ended December 31, 2016 and December 31, 2015 and the condensed consolidated statements of cash flows for the nine-month periods ended December 31, 2016 and December 31, 2015. 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 Flex Ltd. and subsidiaries as of March 31, 2016, 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, 2016, 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, 2016 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 27, 2017
 


3

Table of Contents

FLEX LTD.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
As of December 31, 2016
 
As of March 31, 2016
 
(In thousands, except share amounts)
(Unaudited)
ASSETS
Current assets:
 

 
 

Cash and cash equivalents
$
1,857,096

 
$
1,607,570

Accounts receivable, net of allowance for doubtful accounts of $60,112 and $64,608 as of December 31, 2016 and March 31, 2016, respectively
2,162,750

 
2,044,757

Inventories
3,493,617

 
3,491,656

Other current assets
1,100,159

 
1,171,143

Total current assets
8,613,622

 
8,315,126

Property and equipment, net
2,321,536

 
2,257,633

Goodwill and other intangible assets, net
1,337,321

 
1,345,820

Other assets
530,570

 
466,402

Total assets
$
12,803,049

 
$
12,384,981

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
 

 
 

Bank borrowings and current portion of long-term debt
$
68,856

 
$
65,166

Accounts payable
4,699,734

 
4,248,292

Accrued payroll
357,922

 
353,547

Other current liabilities
1,751,245

 
1,905,200

Total current liabilities
6,877,757

 
6,572,205

Long-term debt, net of current portion
2,797,984

 
2,709,389

Other liabilities
485,811

 
497,857

Commitments and contingencies (Note 13)


 


Shareholders’ equity
 

 
 

Flex Ltd. shareholders’ equity
 

 
 

Ordinary shares, no par value; 586,818,174 and 595,062,966 issued, and 536,578,819 and 544,823,611 outstanding as of December 31, 2016 and March 31, 2016, respectively
6,806,797

 
6,987,214

Treasury stock, at cost; 50,239,355 shares as of December 31, 2016 and March 31, 2016
(388,215
)
 
(388,215
)
Accumulated deficit
(3,659,522
)
 
(3,892,212
)
Accumulated other comprehensive loss
(159,165
)
 
(135,915
)
Total Flex Ltd. shareholders’ equity
2,599,895

 
2,570,872

Noncontrolling interests
41,602

 
34,658

Total shareholders’ equity
2,641,497

 
2,605,530

Total liabilities and shareholders’ equity
$
12,803,049

 
$
12,384,981

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


4

Table of Contents

FLEX LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
Three-Month Periods Ended
 
Nine-Month Periods Ended
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
 
(In thousands, except per share amounts)
(Unaudited)
Net sales
$
6,114,999

 
$
6,763,177

 
$
18,000,337

 
$
18,646,187

Cost of sales
5,698,544

 
6,310,710

 
16,864,196

 
17,444,463

Gross profit
416,455

 
452,467

 
1,136,141

 
1,201,724

Selling, general and administrative expenses
231,551

 
240,617

 
715,040

 
666,798

Intangible amortization
18,734

 
19,319

 
62,318

 
43,117

Interest and other, net
22,838

 
21,566

 
71,869

 
60,106

Other charges, net
3,090

 
44,415

 
15,007

 
46,257

Income before income taxes
140,242

 
126,550

 
271,907

 
385,446

Provision for (benefit from) income taxes
10,773

 
(22,360
)
 
39,217

 
2,709

Net income
$
129,469

 
$
148,910

 
$
232,690

 
$
382,737

 
 
 
 
 
 
 
 
Earnings per share
 

 
 

 
 
 
 
Basic
$
0.24

 
$
0.27

 
$
0.43

 
$
0.68

Diluted
$
0.24

 
$
0.27

 
$
0.42

 
$
0.67

Weighted-average shares used in computing per share amounts:
 

 
 

 
 

 
 

Basic
539,638

 
554,919

 
542,780

 
561,070

Diluted
545,022

 
560,996

 
548,372

 
568,926


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


5

Table of Contents


FLEX LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three-Month Periods Ended
 
Nine-Month Periods Ended
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015

(In thousands)
(Unaudited)
Net income
$
129,469

 
$
148,910

 
$
232,690

 
$
382,737

Other comprehensive income (loss):
 

 
 

 
 

 
 

Foreign currency translation adjustments, net of zero tax
(36,412
)
 
30,063

 
(22,338
)
 
2,579

Unrealized gain (loss) on derivative instruments and other, net of zero tax
(201
)
 
10,497

 
(912
)
 
17,782

Comprehensive income
$
92,856

 
$
189,470

 
$
209,440

 
$
403,098


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


6

Table of Contents

FLEX LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Nine-Month Periods Ended
 
December 31, 2016
 
December 31, 2015
 
(In thousands)
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
 


 

Net income
$
232,690


$
382,737

Depreciation, amortization and other impairment charges
466,813


381,949

Changes in working capital and other
313,685


175,086

Net cash provided by operating activities
1,013,188


939,772

CASH FLOWS FROM INVESTING ACTIVITIES:
 


 

Purchases of property and equipment
(413,596
)

(418,561
)
Proceeds from the disposition of property and equipment
28,056


4,627

Acquisition of businesses, net of cash acquired
(180,259
)

(903,845
)
Proceeds from divestiture of businesses, net of cash held in divested businesses
36,073


3,603

Other investing activities, net
(49,704
)

1,397

Net cash used in investing activities
(579,430
)

(1,312,779
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 


 

Proceeds from bank borrowings and long-term debt
205,518


755,684

Repayments of bank borrowings and long-term debt
(115,089
)

(40,706
)
Payments for repurchases of ordinary shares
(259,658
)

(331,690
)
Net proceeds from issuance of ordinary shares
11,978


52,950

Other financing activities, net
(47,302
)

(49,742
)
Net cash (used in) provided by financing activities
(204,553
)

386,496

Effect of exchange rates on cash and cash equivalents
20,321


(7,703
)
Net increase in cash and cash equivalents
249,526


5,786

Cash and cash equivalents, beginning of period
1,607,570


1,628,408

Cash and cash equivalents, end of period
$
1,857,096


$
1,634,194







Non-cash investing & financing activity:
 


 

Unpaid purchases of property and equipment
$
70,092


$
82,024

Customer-related third party banking institution financing net settlement
$
90,576

 
$

 
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
 
Flex Ltd., formerly Flextronics International Ltd., ("Flex", or the "Company") was incorporated in the Republic of Singapore in May 1990. The Company's operations have expanded over the years through a combination of organic growth and acquisitions. The Company is a globally-recognized leading provider of innovative design, engineering, manufacturing, and supply chain services and solutions that span from Sketch-to-Scaletm; from conceptual sketch to full-scale production. The Company designs, builds, ships and services complete packaged consumer electronics and industrial products for original equipment manufacturers ("OEMs"), through its activities in the following segments: High Reliability Solutions ("HRS"), which is comprised of its medical business including consumer health, digital health, disposables, drug delivery, diagnostics, life sciences and imaging equipment; automotive business, including vehicle electronics, connectivity, and clean technologies; and defense and aerospace businesses, focused on commercial aviation, defense and military; Consumer Technologies Group ("CTG"), which includes its mobile devices business, including smart phones; consumer electronics business, including connected living, wearable electronics including digital sport, game consoles, and connectivity devices; and high-volume computing business, including various supply chain solutions for notebook personal computers ("PC"), tablets, and printers; in addition, CTG group is expanding its business relationships to include supply chain optimization for non-electronics products such as shoes and clothing; Industrial and Emerging Industries ("IEI"), which is comprised of semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks, energy and metering, and lighting; and Communications & Enterprise Compute ("CEC"), includes radio access base stations, remote radio heads, and small cells for wireless infrastructure; optical, routing, broadcasting, and switching products for the data and video networks; server and storage platforms for both enterprise and cloud-based deployments; next generation storage and security appliance products; and rack level solutions, converged infrastructure and software-defined product solutions. The Company's strategy is to provide customers with a full range of cost competitive, vertically integrated global supply chain solutions through which the Company can design, build, ship and service a complete packaged product for its OEM customers. This enables the Company's OEM customers to leverage the Company's supply chain solutions to meet their product requirements throughout the entire product life cycle.

        The Company's service offerings include a comprehensive range of value-added design and engineering services that are tailored to the various markets and needs of its customers. Other focused service offerings relate to manufacturing (including enclosures, metals, plastic injection molding, precision plastics, machining, and mechanicals), system integration and assembly and test services, materials procurement, inventory management, logistics and after-sales services (including product repair, warranty services, re-manufacturing and maintenance) and supply chain management software solutions and component product offerings (including rigid and flexible printed circuit boards and power adapters and chargers).
 
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, 2016 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, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2017.
 
The first quarters for fiscal year 2017 and fiscal year 2016 ended on July 1, 2016, which is comprised of 92 days in the period, and June 26, 2015, which is comprised of 87 days in the period, respectively. The second quarters for fiscal year 2017 and fiscal year 2016 ended on September 30, 2016 and September 25, 2015, which are comprised of 91 days in both periods, respectively. The Company's third quarters end on December 31 of each year, which are comprised of 92 days and 97 days for fiscal years 2017 and 2016, respectively.
 
The accompanying unaudited condensed consolidated financial statements include the accounts of Flex and its majority-owned subsidiaries, after elimination of intercompany accounts and transactions. The Company consolidates its majority-

8

Table of Contents

owned subsidiaries and investments in entities in which the Company has a controlling interest. For the consolidated majority-owned subsidiaries in which the Company owns less than 100%, the Company recognizes a noncontrolling interest for the ownership of the noncontrolling owners. Noncontrolling interests are presented as a separate component of total shareholders' equity in the condensed consolidated balance sheets. The associated noncontrolling owners' interests are immaterial for all of the periods presented, and are included in interest and other, net in the condensed consolidated statements of operations.

The Company has certain non-majority-owned equity investments in non-publicly traded companies that are accounted for using the equity method of accounting. The equity method of accounting is used when the Company has the ability to significantly influence the operating decisions of the issuer, or if the Company has an ownership percentage of a corporation equal to or generally greater than 20% but less than 50%, and for non-majority-owned investments in partnerships when generally greater than 5%. The equity in earnings (losses) of equity method investees are immaterial for all of the periods presented, and are included in interest and other, net in the condensed consolidated statements of operations.

Recently Adopted Accounting Pronouncement

In March 2016, the Financial Accounting Standards Board ("FASB") issued new guidance intended to reduce the cost and complexity of the accounting for share-based payments. The new guidance simplifies various aspects of the accounting for share-based payments including income tax effects, withholding requirements and forfeitures. The Company elected to early adopt this new guidance beginning in the first quarter of fiscal year 2017. The guidance eliminates additional paid in capital ("APIC") pools and requires companies to recognize all excess tax benefits and tax deficiencies in the income statement when the awards vest or are settled. It also addresses the presentation of excess tax benefits and employee taxes paid on the statement of cash flows. Prior to adoption, the Company elected to not deduct tax benefits for stock-based compensation awards on its tax returns, and accordingly, did not have any excess tax benefits or tax deficiencies upon adoption. The Company therefore determined that adoption of the new guidance had no impact on the condensed consolidated statement of operations and the condensed consolidated statement of cash flows. Further, the new guidance eliminates the requirement to estimate forfeitures and reduce stock compensation expense during the vesting period. Instead, companies can elect to account for actual forfeitures as they occur and record any previously unrecognized compensation expense for estimated forfeitures up to the period of adoption as a retrospective adjustment to beginning retained earnings. The Company has made the election to account for actual forfeitures as they occur starting in fiscal year 2017. After assessment, it was determined that the cumulative effect adjustment required under the new guidance was immaterial and therefore the Company did not record a retrospective adjustment. The Company finally determined that the adoption of this guidance did not have a significant impact on the consolidated financial position, results of operations and cash flows of the Company.

Recently Issued Accounting Pronouncements

In January 2017, the FASB issued new guidance that changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019, with early application permitted. The guidance may result in more asset acquisitions being accounted for as purchases of assets in lieu of business combinations. The Company intends to adopt the guidance when it becomes effective in the first quarter of fiscal year 2019.

In October 2016, the FASB issued new guidance to amend the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity ("VIE") should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. This guidance is effective for the Company beginning in the first quarter of fiscal year 2018, with early adoption permitted. The Company expects the new guidance will have an immaterial impact on its consolidated financial statements, and it intends to adopt the guidance when it becomes effective in the first quarter of fiscal year 2018.

In October 2016, the FASB issued new guidance intended to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted in the first interim period of fiscal year 2018. The Company intends to early adopt the new guidance starting in the first quarter of fiscal year 2018, with an expected immaterial impact on its consolidated financial statements.

In August 2016, the FASB issued new guidance intended to address specific cash flow issues with the objective of reducing the existing diversity in practice. This guidance is effective for the Company beginning in the first quarter of fiscal year 2019, with early application permitted. The Company is currently assessing the impact of this update and the timing of adoption.


9

Table of Contents


2.  BALANCE SHEET ITEMS
 
Inventories
 
The components of inventories, net of applicable lower of cost or market write-downs, were as follows:
 
 
As of December 31, 2016
 
As of March 31, 2016
 
(In thousands)
Raw materials
$
2,399,270

 
$
2,234,512

Work-in-progress
436,289

 
561,282

Finished goods
658,058

 
695,862

 
$
3,493,617

 
$
3,491,656


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 nine-month period ended December 31, 2016:
 
 
 
HRS
 
CTG
 
IEI
 
CEC
 
Amount
 
(In thousands)
Balance, beginning of the year
 
$
439,336

 
$
68,234

 
$
322,803

 
$
111,693

 
$
942,066

Additions (1)
 

 
39,791

 
17,727

 

 
57,518

Divestitures (2)
 
(1,787
)
 

 
(2,640
)
 

 
(4,427
)
Purchase accounting adjustments (3)
 
794

 

 

 

 
794

Foreign currency translation adjustments (4)
 
(30,233
)
 

 

 

 
(30,233
)
Balance, end of the period
 
$
408,110

 
$
108,025

 
$
337,890

 
$
111,693

 
$
965,718


(1)
The goodwill generated from the Company’s business combinations completed during the nine-month period ended December 31, 2016 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)
During the nine-month period ended December 31, 2016, the Company disposed of two non-strategic businesses within the IEI and HRS segments, and recorded an aggregate reduction of goodwill of $4.4 million accordingly, which is included in the loss on sale recorded in other charges, net on the condensed consolidated statement of operations.

(3)
Includes adjustments to estimates resulting from the finalization of management's review of the valuation of assets acquired and liabilities assumed 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.

(4)
During the nine-month period ended December 31, 2016, the Company recorded $30.2 million of foreign currency translation adjustments primarily related to the goodwill associated with the acquisition of Mirror Controls International ("MCi"), as the U.S. Dollar strengthened against the Euro.
 
The components of acquired intangible assets are as follows:


10

Table of Contents

 
As of December 31, 2016
 
As of March 31, 2016
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
(In thousands)
Intangible assets:
 

 
 

 
 

 
 

 
 

 
 

Customer-related intangibles
$
254,991

 
$
(96,655
)
 
$
158,336

 
$
223,046

 
$
(66,473
)
 
$
156,573

Licenses and other intangibles
279,740

 
(66,473
)
 
213,267

 
285,053

 
(37,872
)
 
247,181

Total
$
534,731

 
$
(163,128
)
 
$
371,603

 
$
508,099

 
$
(104,345
)
 
$
403,754


The gross carrying amounts of intangible assets are removed when fully amortized. During the nine-month period ended December 31, 2016, the total value of intangible assets increased primarily as a result of three acquisitions. The estimated future annual amortization expense for intangible assets is as follows:

Fiscal Year Ending March 31,
Amount
 
(In thousands)
2017 (1)
$
17,977

2018
66,810

2019
60,038

2020
51,054

2021
46,953

Thereafter
128,771

Total amortization expense
$
371,603

____________________________________________________________
(1)
Represents estimated amortization for the remaining three-month period ending March 31, 2017.
 
Other Current Assets

Other current assets include approximately $668.9 million and $501.1 million as of December 31, 2016 and March 31, 2016, 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.

Included in other current assets, as of March 31, 2016, was the remaining value of certain assets purchased on behalf of a customer and financed by a third party banking institution in the amount of $83.6 million, the nature of which is more fully discussed in Note 17, "Business and Asset Acquisitions" to the Company's Form 10-K for the year ended March 31, 2016. During the three-month period ended December 31, 2016, the Company entered into an agreement with the third party banking institution and the customer granted a waiver of any amounts owed under the financing arrangement which allowed for a net settlement of the related asset and liability.

Other Assets

During the third quarter of fiscal year 2017, the Company formed a joint venture with RIB Software AG, a provider of technology for the construction industry. This joint venture will offer a fully integrated enterprise software platform for building and housing projects. The Company contributed $60.0 million for a non-controlling interest in this joint venture, and the amount is included in other assets on the condensed consolidated balance sheet using the equity method of accounting. The equity in earnings related to this investment is immaterial to the Company's condensed consolidated statement of operations for the three-month and nine-month periods ended December 31, 2016, and is included in interest and other, net.

Other Current Liabilities

Other current liabilities include customer working capital advances of $228.0 million and $253.7 million, customer-related accruals of $494.5 million and $479.5 million, and deferred revenue of $311.3 million and $332.3 million as of December 31,

11

Table of Contents

2016 and March 31, 2016, 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. As of March 31, 2016, other current liabilities also include the outstanding balance due to the third party banking institution related to the financed equipment discussed above of $122.0 million. As discussed above, during the three-month period ended December 31, 2016, the Company entered into an agreement with the third party banking institution and the customer granted a waiver of any amounts owed under the financing arrangement which provided for a net settlement of the outstanding balance of approximately $90.6 million with the related asset.

3.  SHARE-BASED COMPENSATION
 
The Company's primary plan used for granting equity compensation awards is the 2010 Equity Incentive Plan (the "2010 Plan").

During fiscal year 2016, in conjunction with the acquisition of NEXTracker Inc. ("NEXTracker"), the Company assumed all of the outstanding, unvested share bonus awards and outstanding, unvested options to purchase shares of common stock of NEXTracker, and converted all of these shares into Flex awards. As a result, the Company now offers the 2014 NEXTracker Equity Incentive Plan (the "NEXTracker Plan").

Further, during the first quarter of fiscal year 2017, in conjunction with an immaterial acquisition, the Company assumed all of the outstanding, unvested options to purchase shares of common stock of the acquiree, and converted all of these shares into Flex awards. As a result, the Company now offers an additional equity compensation plan, the BrightBox Technologies 2013 Plan (the "BrightBox Plan").

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

 
Three-Month Periods Ended
 
Nine-Month Periods Ended
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
 
(In thousands)
Cost of sales
$
2,437

 
$
2,407

 
$
7,506

 
$
6,440

Selling, general and administrative expenses
18,344

 
21,826

 
59,805

 
50,119

Total share-based compensation expense
$
20,781

 
$
24,233

 
$
67,311

 
$
56,559


 
The 2010 Equity Incentive Plan

Total unrecognized compensation expense related to share options under the 2010 Plan is not significant. As of December 31, 2016, the number of options outstanding and exercisable under the 2010 Plan was 0.2 million each, and at a weighted-average exercise price of $8.97 per share and $8.93 per share, respectively.
 
During the nine-month period ended December 31, 2016, the Company granted 6.3 million unvested share bonus awards under the 2010 Plan. Of this amount, approximately 5.4 million unvested share bonus awards have an average grant date price of $12.93 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 $17.57 per award and was calculated using a Monte Carlo simulation. The remaining 0.2 million of unvested share bonus awards under the 2010 Plan have an average grant date price of $12.82 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 under the 2010 Plan, contingent on market conditions that ultimately will 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 under the 2010 Plan, 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.
 

12

Table of Contents

As of December 31, 2016, approximately 15.8 million unvested share bonus awards under the 2010 Plan were outstanding, of which vesting for a targeted amount of 2.3 million is contingent primarily on meeting certain market conditions. The number of shares that will ultimately be issued can range from zero to 4.6 million based on the achievement levels of the respective conditions. During the nine-month period ended December 31, 2016, 3.5 million shares under the 2010 Plan vested in connection with the share bonus awards with market conditions granted in fiscal year 2014.
 
As of December 31, 2016, total unrecognized compensation expense related to unvested share bonus awards under the 2010 Plan is $139.2 million, and will be recognized over a weighted-average remaining vesting period of 2.6 years. Approximately $22.6 million of the total unrecognized compensation cost, is related to awards under the 2010 Plan whereby vesting is contingent on meeting certain market conditions.

The 2014 NEXTracker Equity Incentive Plan

All shares previously granted under the NEXTracker plan are the result of the Company's conversion of all outstanding, unvested shares of NEXTracker into unvested shares of the Company, as part of the acquisition. Therefore, no additional share options or share bonus awards were granted by the Company during the nine-month period ended December 31, 2016.

As of December 31, 2016, total unrecognized compensation expense related to share options under the NEXTracker Plan is $9.2 million, and will be recognized over a weighted-average remaining vesting period of 2.1 years. As of December 31, 2016, the number of options outstanding and exercisable was 1.8 million and 0.4 million, respectively, at a weighted-average exercise price of $3.54 per share and $4.48 per share, respectively.

As of December 31, 2016, approximately 1.6 million unvested share bonus awards were outstanding. The total unrecognized compensation expense related to unvested share bonus awards under the NEXTracker Plan is $10.7 million, and will be recognized over a weighted-average remaining vesting period of 1.8 years.

The BrightBox Technologies 2013 Plan

During the first quarter of fiscal year 2017, the Company granted 0.2 million share options under the BrightBox Plan, at an average grant date fair value price of $11.99 per share, and with a vesting period of three years from the vesting commencement date. All shares granted under the BrightBox plan are the result of the Company's conversion of all outstanding, unvested shares of BrightBox into unvested shares of the Company, as part of the acquisition. No additional grants will be made out of this plan in the future.

As of December 31, 2016, total unrecognized compensation expense related to share options under the BrightBox Plan is $1.5 million, and will be recognized over a weighted-average remaining vesting period of 2.4 years. As of December 31, 2016, the number of options outstanding was 0.2 million, at a weighted-average exercise price of $0.51 per share. No options under this plan were exercisable as of December 31, 2016.


13

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 earnings per share attributable to the shareholders of Flex Ltd.:
 
 
Three-Month Periods Ended
 
Nine-Month Periods Ended
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
 
(In thousands, except per share amounts)
Net income
$
129,469

 
$
148,910

 
$
232,690

 
$
382,737

Shares used in computation:


 


 
 
 
 
Weighted-average ordinary shares outstanding
539,638

 
554,919

 
542,780

 
561,070

Basic earnings per share
$
0.24

 
$
0.27

 
$
0.43

 
$
0.68


 
 
 
 
 
 
 
Diluted earnings per share:
 

 
 

 
 

 
 

Net income
$
129,469

 
$
148,910

 
$
232,690

 
$
382,737

Shares used in computation:
 

 
 

 
 

 
 

Weighted-average ordinary shares outstanding
539,638

 
554,919

 
542,780

 
561,070

Weighted-average ordinary share equivalents from stock options and awards (1) (2)
5,384

 
6,077

 
5,592

 
7,856

Weighted-average ordinary shares and ordinary share equivalents outstanding
545,022

 
560,996

 
548,372

 
568,926

Diluted earnings per share
$
0.24

 
$
0.27

 
$
0.42

 
$
0.67


____________________________________________________________
(1)         Options to purchase ordinary shares of 0.5 million and 2.1 million during the three-month periods ended December 31, 2016 and December 31, 2015, respectively, and share bonus awards of 0.1 million for the three-month period ended December 31, 2015 were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. An immaterial amount of anti-dilutive share bonus awards was excluded for the three-month period ended December 31, 2016.

(2)         Options to purchase ordinary shares of 0.7 million and 1.2 million during the nine-month periods ended December 31, 2016 and December 31, 2015, respectively, and share bonus awards of 3.5 million for the nine-month period ended December 31, 2015 were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents. An immaterial amount of anti-dilutive share bonus awards was excluded for the nine-month period ended December 31, 2016.

5.  BANK BORROWINGS AND LONG TERM DEBT

Bank borrowings and long-term debt are as follows:


14

Table of Contents

 
As of December 31, 2016
 
As of March 31, 2016
 
(In thousands)
Term Loan, including current portion, due in installments through March 2019
$
525,000

 
$
547,500

4.625% Notes due February 2020
500,000

 
500,000

Term Loan, including current portion, due in installments through November 2021
700,000

 
577,500

5.000% Notes due February 2023
500,000

 
500,000

4.75% Notes due June 2025
595,879


595,589

Other
62,448


71,317

Debt issuance costs
(16,487
)

(17,351
)
Total
$
2,866,840


$
2,774,555


The weighted-average interest rates for the Company’s long-term debt were 3.5% as of December 31, 2016 and March 31, 2016.

On August 30, 2013, the Company entered into a $600 million term loan agreement due August 30, 2018. On November 30, 2016, the Company entered into a new arrangement to extend the maturity date of the agreement from August 30, 2018 to November 30, 2021, and borrowed an incremental amount of $130 million under this term loan, thereby increasing the total amount under the term loan to $700 million. This loan is repayable in quarterly installments of $4.1 million, which will commence October 31, 2017 and continue through September 30, 2021, with the remaining amount due at maturity.

Borrowings under this term loan bear interest, at the Company's option, either at (i) LIBOR plus the applicable margin for LIBOR loans ranging between 1.125% and 2.125%, based on the Company's credit ratings or (ii) the base rate (the greatest of the prime rate in effect on each day as published in The Wall Street Journal, the federal funds rate plus 0.5% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging between 0.125% and 1.125%, based on the Company's credit rating.

This term loan is unsecured, and contains customary restrictions on the Company's and its subsidiaries' ability to (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of exceptions and limitations. This term loan agreement also requires that the Company maintain a maximum ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation and amortization), and a minimum interest coverage ratio, as defined therein, during its term; provided that the requirement to maintain the minimum interest coverage ratio may be suspended in certain circumstances. As of December 31, 2016, the Company was in compliance with the covenants under this term loan agreement.

Repayment of the Company’s long term debt outstanding as of December 31, 2016 is as follows:
Fiscal Year Ending March 31,
Amount
 
(In thousands)
2017 (1)
$
11,579

2018
58,504

2019
486,317

2020
517,567

2021
64,648

Thereafter
1,744,712

Total
$
2,883,327


_________________________________________________________
(1)
Represents scheduled repayment for the remaining three-month period ending March 31, 2017.


15

Table of Contents

On January 23, 2017, the Company entered into a €100 million (approximately $105.4 million as of December 31, 2016), 5-year, unsecured, term-loan agreement due January 2, 2022.

6.  INTEREST AND OTHER, NET
 
During the three-month and nine-month periods ended December 31, 2016, the Company recognized interest expense of $26.6 million and $79.9 million, respectively, on its debt obligations outstanding during the periods. During the three-month and nine-month periods ended December 31, 2015, the Company recognized interest expense of $26.2 million and $71.4 million, respectively.

7.  OTHER CHARGES, NET

The Company incurred expenses of $44.4 million and $46.3 million during the three-month and nine-month periods ended December 31, 2015, respectively, primarily due to $26.8 million loss on disposition of a non-strategic Western European manufacturing facility, which included a non-cash foreign currency translation loss of $25.3 million, and $21.8 million from the impairment of a non-core investment. These were offset by currency translation gains of $4.2 million during the three-month and nine-month periods ended December 31, 2015.


16

Table of Contents

8.  FINANCIAL INSTRUMENTS
 
Foreign Currency Contracts
 
The Company enters into forward contracts and foreign currency swap contracts primarily 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, 2016, the aggregate notional amount of the Company’s outstanding foreign currency contracts was $4.8 billion as summarized below:
 
 
 
Foreign Currency Amount
 
Notional Contract Value in USD
Currency
 
Buy
 
Sell
 
Buy

Sell
 
 
(In thousands)
Cash Flow Hedges
 
 

 
 

 
 
 
 

CNY
 
1,037,000

 

 
$
148,969

 
$

EUR
 
36,268

 
56,358

 
37,693

 
64,046

HUF
 
16,053,300

 

 
54,006

 

ILS
 
86,441

 

 
22,413

 

INR
 
1,314,549

 

 
19,100

 

MXN
 
1,775,000

 

 
85,636

 

MYR
 
139,000

 
9,000

 
31,013

 
2,008

RON
 
95,661

 

 
21,901

 

Other
 
N/A

 
N/A

 
34,172

 
12,223

 
 
 

 
 

 
454,903

 
78,277

Other Foreign Currency Contracts
 


 


 


 


BRL
 

 
443,000

 

 
134,946

CNY
 
4,319,620

 
2,035,392

 
620,177

 
292,391

DKK
 
187,400

 
157,200

 
26,201

 
21,979

EUR
 
874,957

 
1,385,620

 
913,218

 
1,444,927

GBP
 
35,110

 
65,145

 
42,969

 
79,940

HUF
 
29,285,732

 
24,552,611

 
98,522

 
82,599

ILS
 
62,640

 
59,420

 
16,241

 
15,407

INR
 
4,040,788

 
677,800

 
59,242

 
10,000

MXN
 
1,718,039

 
1,155,529

 
82,888

 
55,749

MYR
 
383,028

 
89,800

 
85,459

 
20,036

PLN
 
122,243

 
70,681

 
28,864

 
16,689

SGD
 
44,800

 
11,150

 
30,846

 
7,677

Other
 
N/A

 
N/A

 
54,729

 
67,304

 
 
 

 
 

 
2,059,356

 
2,249,644


 


 


 


 


Total Notional Contract Value in USD
 
 

 
 

 
$
2,514,259

 
$
2,327,921



As of December 31, 2016, 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 December 31, 2016 and March 31, 2016, the Company also has included net deferred gains and losses 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

17

Table of Contents

as cash flow hedges. These deferred losses were $3.6 million as of December 31, 2016, 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
 
December 31,
2016
 
March 31,
2016
 
Balance Sheet
Location
 
December 31,
2016
 
March 31,
2016
 
(In thousands)
Derivatives designated as hedging instruments
 
 
 

 
 

 
 
 
 

 
 

Foreign currency contracts
Other current assets
 
$
7,681

 
$
5,510

 
Other current liabilities
 
$
9,933

 
$
2,446

 
 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments
 
 
 

 
 

 
 
 
 

 
 

Foreign currency contracts
Other current assets
 
$
20,254

 
$
17,138

 
Other current liabilities
 
$
12,995

 
$
18,645


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, are as follows:
 
 
Three-Month Periods Ended
 
December 31, 2016
 
December 31, 2015
 
Unrealized 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
$
(42,233
)
 
$
(80,319
)
 
$
(122,552
)
 
$
(60,981
)
 
$
(139,723
)
 
$
(200,704
)
Other comprehensive gain (loss) before reclassifications
(1,354
)
 
(33,770
)
 
(35,124
)
 
5,941

 
9,224

 
15,165

Net (gains) losses reclassified from accumulated other comprehensive loss
1,153

 
(2,642
)
 
(1,489
)
 
4,556

 
20,839

 
25,395

Net current-period other comprehensive gain (loss)
(201
)
 
(36,412
)
 
(36,613
)
 
10,497

 
30,063

 
40,560

Ending balance
$
(42,434
)
 
$
(116,731
)
 
$
(159,165
)
 
$
(50,484
)
 
$
(109,660
)
 
$
(160,144
)


18

Table of Contents

 
Nine-Month Periods Ended
 
December 31, 2016
 
December 31, 2015
 
Unrealized 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
$
(41,522
)
 
$
(94,393
)
 
$
(135,915
)
 
$
(68,266
)
 
$
(112,239
)
 
$
(180,505
)
Other comprehensive loss before reclassifications
(1,031
)
 
(19,471
)
 
(20,502
)
 
(8,478
)
 
(18,412
)
 
(26,890
)
Net (gains) losses reclassified from accumulated other comprehensive loss
119

 
(2,867
)
 
(2,748
)
 
26,260

 
20,991

 
47,251

Net current-period other comprehensive gain (loss)
(912
)
 
(22,338
)
 
(23,250
)
 
17,782

 
2,579

 
20,361

Ending balance
$
(42,434
)
 
$
(116,731
)
 
$
(159,165
)
 
$
(50,484
)
 
$
(109,660
)
 
$
(160,144
)


Net losses reclassified from accumulated other comprehensive loss during the nine-month period ended December 31, 2015 relating to derivative instruments and other includes $24.7 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 three-month ended December 31, 2015, the Company recognized a loss of $26.8 million in connection with the disposition of a non-strategic Western European manufacturing facility, which included a $25.3 million cumulative foreign currency translation loss. This loss was offset by the release of certain cumulative foreign currency translation gains of $4.2 million, which has been reclassified from accumulated other comprehensive loss during the period and is included in other charges, 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 nine-month periods ended December 31, 2015, 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. 

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 $850.0 million for the Global Program, of which $750.0 million is committed and $100.0 million is uncommitted, and $250.0 million for the North American Program, of which $210.0 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 nine-month periods ended December 31, 2016 and December 31, 2015 were not material and are included in interest and other, net

19

Table of Contents

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, 2016, approximately $1.7 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 $1.0 billion and deferred purchase price receivables of approximately $668.9 million. As of March 31, 2016, approximately $1.4 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $880.8 million and deferred purchase price receivables of approximately $501.1 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 December 31, 2016 and March 31, 2016, 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, 2016 and March 31, 2016, 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, 2016 and December 31, 2015, cash flows from sales of receivables under the ABS Programs consisted of approximately $4.2 billion and $3.9 billion, for transfers of receivables, respectively (of which approximately $315.1 million and $355.1 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:
 
Three-Month Periods Ended
 
Nine-Month Periods Ended
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
 
(In thousands)
Beginning balance
$
461,544

 
$
537,619

 
$
501,097

 
$
600,672

Transfers of receivables
919,766

 
920,370

 
2,442,490

 
2,671,095

Collections
(712,392
)
 
(923,294
)
 
(2,274,669
)
 
(2,737,072
)
Ending balance
$
668,918

 
$
534,695

 
$
668,918

 
$
534,695

 
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 $209.5 million and $339.1 million as of December 31, 2016 and March 31, 2016, respectively. For the nine-month periods ended December 31, 2016 and December 31, 2015, total accounts receivable sold to certain third party banking institutions was approximately $1.0 billion and $1.8 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.
 

20

Table of Contents

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. 

The Company has accrued for contingent consideration in connection with its business acquisitions, which is measured at fair value based on certain internal models and unobservable inputs.

During the three-month period ended December 31, 2015, the Company accrued $81.0 million of contingent consideration related to the acquisition of NEXTracker on the date of acquisition. The fair value of the liability was estimated using a simulation-based measurement technique with significant inputs that are not observable in the market and thus represents a level 3 fair value measurement. The significant inputs in the fair value measurement not supported by market activity included the Company's probability assessments of expected future revenue during the earn-out period and associated volatility, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the merger agreement. Significant decreases in expected revenue during the earn-out period, or significant increases in the discount rate or volatility in isolation would result in lower fair value estimates. The interrelationship between these inputs is not considered significant.

During the three-month period ended December 31, 2016, the Company paid $40.6 million of the total contingent consideration following the first year's targets achievement in accordance with the terms of the merger agreement, which is included in other financing activities, net, in the condensed consolidated statements of cash flows.

The following table summarizes the activities related to contingent consideration:

 
Three-Month Periods Ended
 
Nine-Month Periods Ended
 
December 31,
2016
 
December 31,
2015
 
December 31,
2016
 
December 31,
2015
 
(In thousands)
Beginning balance
$
75,614

 
$
4,500

 
$
73,423

 
$
4,500

Additions to accrual

 
81,000

 

 
81,000

Payments
(40,555
)
 

 
(42,776
)
 

Fair value adjustments
(6,997
)
 
4,000

 
(2,585
)
 
4,000

Ending balance
$
28,062

 
$
89,500

 
$
28,062

 
$
89,500



21

Table of Contents

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 nine-month periods ended December 31, 2016 and December 31, 2015.
 
There were no transfers between levels in the fair value hierarchy during the three-month and nine-month periods ended December 31, 2016 and December 31, 2015.
 
Financial Instruments Measured at Fair Value on a Recurring Basis
 
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis:
 
 
Fair Value Measurements as of December 31, 2016
 
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)
$

 
$
751,027

 
$

 
$
751,027

Deferred purchase price receivable (Note 10)

 

 
668,918

 
668,918

Foreign exchange contracts (Note 8)

 
27,935

 

 
27,935

Deferred compensation plan assets:
 

 
 

 
 

 
0

Mutual funds, money market accounts and equity securities
6,686

 
50,522

 

 
57,208

Liabilities:
 

 
 

 
 

 
0

Foreign exchange contracts (Note 8)
$

 
$
(22,928
)
 
$

 
$
(22,928
)
Contingent consideration in connection with business acquisitions

 

 
(28,062
)
 
(28,062
)
 
 
 
 
 
 
 
 
 
Fair Value Measurements as of March 31, 2016
 
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)
$

 
$
1,074,132

 
$

 
$
1,074,132

Deferred purchase price receivable (Note 10)

 

 
501,097

 
501,097

Foreign exchange contracts (Note 8)

 
22,648

 

 
22,648

Deferred compensation plan assets:
 

 
 

 
 

 
0

Mutual funds, money market accounts and equity securities
9,228

 
40,556

 

 
49,784

Liabilities:
 

 
 

 
 

 
0

Foreign exchange contracts (Note 8)
$

 
$
(21,091
)
 
$

 
$
(21,091
)
Contingent consideration in connection with business acquisitions

 

 
(73,423
)
 
(73,423
)

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


22

Table of Contents

 
As of December 31, 2016

As of March 31, 2016


 
Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

Fair Value
Hierarchy
 
(In thousands)
Term Loan, including current portion, due in installments through March 2019
525,000


524,675


547,500


542,709


Level 1
4.625% Notes due February 2020
500,000


525,740


500,000


524,735


Level 1
Term Loan, including current portion, due in installments through November 2021 (1)
700,000

 
696,941

 
577,500

 
573,533

 
Level 1
5.000% Notes due February 2023
500,000


532,810


500,000


507,500


Level 1
4.750% Notes due June 2025
595,879


639,288


595,589


604,926


Level 1
Total
$
2,820,879


$
2,919,454


$
2,720,589


$
2,753,403


 

(1) On November 30, 2016, the Company entered into a new arrangement to extend the maturity date of the agreement from August 30, 2018 to November 30, 2021. Refer to note 5 for further details of the arrangement.

The Term Loans and Notes due February 2020, February 2023 and June 2025 are valued based on broker trading prices in active markets. 

The Company values its outstanding €49.7 million (approximately $52.3 million as of December 31, 2016), 5-year, unsecured, term-loan due September 30, 2020 based on the current market rate, and as of December 31, 2016, the carrying amount approximates fair value.

12. BUSINESS AND ASSET ACQUISITIONS & DIVESTITURES
 
Business and asset acquisitions

During the nine-month period ended December 31, 2016, 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. Most notably is the Company’s acquisition of two manufacturing and development facilities from Bose Corporation (“Bose”), a global leader in audio systems. The acquisition expanded the Company’s capabilities in the audio market and is included in the CTG segment. The other acquired businesses strengthen the Company's capabilities in the energy market within the IEI segment. The Company paid a total of $179.7 million, net of cash acquired, of which $161.9 million, net of $17.8 million of cash acquired is related to the Bose acquisition. The Company acquired primarily $69.8 million of inventory, $66.0 million of property and equipment, recorded goodwill of $57.5 million and intangible assets of $44.9 million substantially related to Bose. The intangibles will amortize over a weighted-average estimated useful life of 7.4 years. In connection with these acquisitions, the Company assumed $60.8 million in other liabilities including additional consideration of $28.0 million payable to Bose by the end of fiscal year 2017. Further, the equity incentive plan of one of the acquirees was assumed as part of the acquisition.

The results of operations for each of the acquisitions completed in fiscal year 2017, including the Bose acquisition, were included in the Company’s consolidated financial results beginning on the date of each acquisition, and the total amount of net income and revenue of the acquisitions, collectively, were immaterial to the Company's consolidated financial results for the three-month and nine-month periods ended December 31, 2016. Pro-forma results of operations for the acquisitions completed in fiscal year 2017 have not been presented because the effects, individually and in the aggregate, were not material to the Company’s consolidated financial results for all periods presented.

The total amount of net income for the acquisitions completed in fiscal year 2016, collectively, were $29.5 million and $34.4 million, for the three-month and nine-month periods ended December 31, 2015, respectively. The total amount of revenue of these acquisitions, collectively, was not material to the Company’s consolidated financial results for the three-month and nine-month periods ended December 31, 2015. On a pro-forma basis, and assuming the fiscal year 2016 acquisitions occurred on the first day of that fiscal year, or April 1, 2015, the Company's net income would have been estimated to be $111.4 million and $322.0 million for the three-month and nine-month periods ended December 31, 2015, respectively. Pro-forma revenue for the acquisitions in fiscal year 2016 has not been presented because the effect, collectively, was not material to the Company’s consolidated revenues for all periods presented.


23

Table of Contents

The Company is in the process of evaluating the fair value of the assets and liabilities related to business combinations completed during fiscal year 2017. 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.

Divestitures

During the nine-month period ended December 31, 2016, the Company disposed of two non-strategic businesses within the HRS and IEI segments. The Company received $33.0 million of proceeds, net of an immaterial amount of cash held in one of the divested businesses. The property and equipment and various other assets sold, and liabilities transferred were not material to the Company's consolidated financial results. The loss on disposition was not material to the Company’s consolidated financial results, and is included in other charges, net in the condensed consolidated statements of operations for the nine-month period ended December 31, 2016.

13.  COMMITMENTS AND CONTINGENCIES
 
Litigation and other legal matters

One of the Company's Brazilian subsidiaries has received several related assessments for certain sales and import taxes. The first two tax assessments were received in fiscal year 2014 and fiscal year 2016 relating to calendar year 2010 for an alleged total amount of 109 million Brazilian reals (approximately USD $34 million based on the exchange rate as of December 31, 2016). These two assessments are in various stages of the review process at the administrative level. During the third quarter of fiscal year 2017, the same Brazilian subsidiary received a third assessment related to calendar year 2011 taxes of an additional 181 million Brazilian reals (approximately USD $56 million based on the exchange rate as of December 31, 2016). The Company plans to continue to vigorously oppose all of these assessments, as well as any future assessments. The Company is unable to determine the likelihood of an unfavorable outcome of these assessments against its 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 these assessments or any future assessments that are reasonably possible. The Company does not expect final judicial determination on any of these claims for several years.

During fiscal year 2015, one of the Company's non-operating Brazilian subsidiaries received an assessment of approximately USD $100 million related to income and social contribution taxes, interest and penalties. During the first quarter of fiscal year 2017, the Company received a final favorable judgment in the judicial process reversing the assessment and the case is now closed. As the Company had previously determined there was no legal basis for the assessment, no adjustment was required to be recorded during fiscal year 2017.

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 nine-month periods ended December 31, 2016, the Company repurchased 5.2 million shares at an aggregate purchase price of $75.0 million, and 19.5 million shares at an aggregate purchase price of $255.9 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 Annual General Meeting held on August 24, 2016. As of December 31, 2016, shares in the aggregate amount of $375.2 million were available to be repurchased under the current plan.

15.  SEGMENT REPORTING

The Company has four reportable segments: HRS, CTG, IEI, and CEC. 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

24

Table of Contents

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, restructuring charges, distressed customer charges, other charges (income), net and interest and other, net.

Selected financial information by segment is as follows:

 
Three-Month Periods Ended
 
Nine-Month Periods Ended
 
December 31, 2016
 
December 31, 2015
 
December 31, 2016
 
December 31, 2015
 
(In thousands)
Net sales:
 
 
 
 
 
 
 
Communications & Enterprise Compute
$
2,102,321

 
$
2,469,099

 
$
6,400,233

 
$
6,640,626

Consumer Technologies Group
1,848,970

 
2,057,850

 
4,827,488

 
5,633,903

Industrial & Emerging Industries
1,140,366

 
1,214,225

 
3,672,103

 
3,490,205

High Reliability Solutions
1,023,342

 
1,022,003

 
3,100,513

 
2,881,453

 
$
6,114,999

 
$
6,763,177

 
$
18,000,337

 
$
18,646,187

Segment income and reconciliation of income before tax:
 
 
 
 
 
 
 
Communications & Enterprise Compute
$
62,109

 
$
75,578

 
$
176,460

 
$
198,400

Consumer Technologies Group
59,282

 
49,032

 
139,230

 
129,045

Industrial & Emerging Industries
39,681

 
49,230

 
127,020

 
110,498

High Reliability Solutions
82,729

 
82,806

 
249,972

 
213,890

Corporate and Other
(20,695
)
 
(20,563
)
 
(82,395
)
 
(60,348
)
   Total segment income
223,106

 
236,083

 
610,287

 
591,485

Reconciling items:


 


 
 
 
 
Intangible amortization
18,734

 
19,319

 
62,318

 
43,117

Stock-based compensation
20,781

 
24,233

 
67,311

 
56,559

Inventory impairment and other (1)

 

 
92,915

 

Restructuring (2)
17,421

 

 
28,960

 

Other charges, net
3,090

 
44,415

 
15,007

 
46,257

Interest and other, net
22,838

 
21,566

 
71,869

 
60,106

    Income before income taxes
$
140,242

 
$
126,550

 
$
271,907

 
$
385,446

(1)
During the fourth quarter of fiscal year 2016, the Company accepted the return of previously shipped inventory from a former customer, SunEdison, Inc. ("SunEdison"), of approximately $90 million. On April 21, 2016, SunEdison filed a petition for reorganization under bankruptcy law, and as a result, the Company recognized a bad debt reserve of $61.0 million as of March 31, 2016, associated with its outstanding SunEdison receivables.
During the second quarter of fiscal year 2017, prices for solar panel modules declined significantly. The Company determined that certain solar panel inventory on hand at the end of the second quarter of fiscal year 2017 was not fully recoverable and recorded a charge of $60.0 million to reduce the carrying costs to market in the nine-month period ended December 31, 2016. The Company also recognized a $16.0 million impairment charge for solar module equipment and $16.9 million primarily related to negative margin sales and other associated solar panel direct costs incurred during the same period. The total charge of $92.9 million is included in cost of sales for the nine-month period ended December 31, 2016 but is excluded from segment results above.
(2)
During the second quarter of fiscal year 2017, the Company initiated a plan to rationalize the current footprint at existing sites including corporate SG&A functions and to continue to shift the talent base in support of its Sketch-to-Scaletm initiatives. As part of this plan, approximately $29.0 million was recognized during the nine-month period ended December 31, 2016. The Company expects to finalize the plan by the end of fiscal year 2017.

25

Table of Contents

Corporate and other primarily includes corporate services costs that are not included in the Chief Operating Decision Maker's ("CODM") assessment of the performance of each of the identified reporting segments.

Property and equipment on a segment basis is not disclosed as it is not separately identified and is not internally reported by segment to the Company's CODM.

16.  SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
 
Flex 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, provided that each rating agency confirms that the Notes will continue to be rated investment grade after the Note Guaranties are terminated.
 
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.

26

Table of Contents

Condensed Consolidating Balance Sheets as of December 31, 2016
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
(in thousands)
ASSETS
 

 
 

 
 

 
 

 
 

Current assets:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
943,807

 
$
63,698

 
$
849,591

 
$

 
$
1,857,096

Accounts receivable

 
815,141

 
1,347,609

 

 
2,162,750

Inventories

 
1,521,272

 
1,972,345

 

 
3,493,617

Inter company receivable
10,504,971

 
7,802,175

 
14,601,712

 
(32,908,858
)
 

Other current assets
5,796

 
187,215

 
907,148

 

 
1,100,159

Total current assets
11,454,574

 
10,389,501

 
19,678,405

 
(32,908,858
)
 
8,613,622

Property and equipment, net

 
584,382

 
1,737,154

 

 
2,321,536

Goodwill and other intangible assets, net
1,214

 
85,894

 
1,250,213

 

 
1,337,321

Other assets
2,211,872

 
276,492

 
2,000,849

 
(3,958,643
)
 
530,570

Investment in subsidiaries
2,562,818

 
3,456,295

 
17,947,038

 
(23,966,151
)
 

Total assets
$
16,230,478

 
$
14,792,564

 
$
42,613,659

 
$
(60,833,652
)
 
$
12,803,049

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

 
 

 
 

 
 

Current liabilities:
 

 
 

 
 

 
 

 
 

Bank borrowings and current portion of long-term debt
$
63,365

 
$

 
$
5,491

 
$

 
$
68,856

Accounts payable

 
1,734,186

 
2,965,548

 

 
4,699,734

Accrued payroll

 
99,464

 
258,458

 

 
357,922

Inter company payable
10,728,155

 
10,528,081

 
11,652,622

 
(32,908,858
)
 

Other current liabilities
28,349

 
785,866

 
937,030

 

 
1,751,245

Total current liabilities
10,819,869

 
13,147,597

 
15,819,149

 
(32,908,858
)
 
6,877,757

Long term liabilities
2,810,714

 
2,042,092

 
2,389,632

 
(3,958,643
)
 
3,283,795

Flex Ltd. shareholders’ equity (deficit)
2,599,895

 
(397,125
)
 
24,363,276

 
(23,966,151
)
 
2,599,895

Noncontrolling interests

 

 
41,602

 

 
41,602

Total shareholders’ equity (deficit)
2,599,895

 
(397,125
)
 
24,404,878

 
(23,966,151
)
 
2,641,497

Total liabilities and shareholders’ equity
$
16,230,478

 
$
14,792,564

 
$
42,613,659

 
$
(60,833,652
)
 
$
12,803,049




27

Table of Contents

Condensed Consolidating Balance Sheets as of March 31, 2016
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
(in thousands)
ASSETS
 

 
 

 
 

 
 

 
 

Current assets:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
734,869

 
$
148,201

 
$
724,500

 
$

 
$
1,607,570

Accounts receivable

 
729,331

 
1,315,426

 

 
2,044,757

Inventories

 
1,482,410

 
2,009,246

 

 
3,491,656

Inter company receivable
9,105,728

 
5,568,392

 
12,404,722

 
(27,078,842
)
 

Other current assets
2,951

 
180,842

 
987,350

 

 
1,171,143

Total current assets
9,843,548

 
8,109,176

 
17,441,244

 
(27,078,842
)
 
8,315,126

Property and equipment, net

 
553,072

 
1,704,561

 

 
2,257,633

Goodwill and other intangible assets, net
175

 
60,895

 
1,284,750

 

 
1,345,820

Other assets
2,249,145

 
267,034

 
2,004,437

 
(4,054,214
)
 
466,402

Investment in subsidiaries
2,815,426

 
3,038,002

 
18,175,348

 
(24,028,776
)
 

Total assets
$
14,908,294

 
$
12,028,179

 
$
40,610,340

 
$
(55,161,832
)
 
$
12,384,981

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

 
 

 
 

 
 

Current liabilities:
 

 
 

 
 

 
 

 
 

Bank borrowings and current portion of long-term debt
$
58,836

 
$
946

 
$
5,384

 
$

 
$
65,166

Accounts payable

 
1,401,835

 
2,846,457

 

 
4,248,292

Accrued payroll

 
114,509

 
239,038

 

 
353,547

Inter company payable
9,562,405

 
7,999,335

 
9,517,102

 
(27,078,842
)
 

Other current liabilities
33,008

 
869,470

 
1,002,722

 

 
1,905,200

Total current liabilities
9,654,249

 
10,386,095

 
13,610,703

 
(27,078,842
)
 
6,572,205

Long term liabilities
2,683,173

 
2,063,988

 
2,514,299

 
(4,054,214
)
 
3,207,246

Flex Ltd. shareholders’ equity (deficit)
2,570,872

 
(421,904
)
 
24,450,680

 
(24,028,776
)
 
2,570,872

Noncontrolling interests