	As of		As of		As of		As of
	December 31, 2013		March 31, 2013		June 27, 2014		March 31, 2014
	(In thousands)				(In thousands)
Raw materials	$	2,567,982	$	1,683,098	$	2,265,442	$	2,349,278
Work-in-progress	642,064		421,706		617,390		608,284
Finished goods	762,081		617,696		627,331		641,446
	$	3,972,127	$	2,722,500	$	3,510,163	$	3,599,008

Goodwill and Other Intangibles

The following table summarizes the activity in the Company’s goodwill account during the ~~nine-month~~three-month period ended ~~December 31, 2013:~~June 27, 2014:

Amount

(In thousands)

Balance, beginning of the year

$
262,005

Additions (1)

26,384

Purchase accounting adjustments (2)

4,034

Foreign currency translation adjustments

429

Balance, end of the period

$
292,852

	Amount
	(In thousands)
Balance, beginning of the year	$	292,758
Purchase accounting adjustments (1)	8,272
Foreign currency translation adjustments	62
Balance, end of the period	$	301,092

(1) ~~The goodwill generated from~~Fair value adjustment made to certain assets acquired in connection with the Company’s business combinations completed during the nine-month period ended December 31, 2013 is primarily related to value placed on the employee workforce, service offerings and capabilities and expected synergies. The goodwill is not deductible for income tax purposes. See note 13 to the condensed consolidated financial statements for additional information.

~~(2)Includes adjustments based on management’s estimates resulting from review and finalization~~acquisition of the valuation of assets and liabilities acquired through certain business combinations completed in a period subsequent to the respective acquisition. These adjustments and acquisitions were not individually, nor in the aggregate, significant to the Company.Riwisa AG.

The components of acquired intangible assets are as follows:

	As of December 31, 2013							As of March 31, 2013							As of June 27, 2014							As of March 31, 2014
	Gross					Net		Gross					Net		Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount		Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)														(In thousands)
Intangible assets:
Customer-related intangibles	$	200,920	$	(134,612	)	$	66,308	$	294,310	$	(224,517	)	$	69,793	$	204,249	$	(146,571	)	$	57,678	$	204,369	$	(140,713	)	$	63,656
Licenses and other intangibles	34,166		(11,495		)	22,671		21,040		(9,286		)	11,754		43,436		(12,837		)	30,599		32,564		(11,760		)	20,804
Total	$	235,086	$	(146,107	)	$	88,979	$	315,350	$	(233,803	)	$	81,547	$	247,685	$	(159,408	)	$	88,277	$	236,933	$	(152,473	)	$	84,460

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. During the three-month period ended ~~December 31, 2013,~~June 27, 2014, the value of ~~customer-related intangible assets and~~ licenses and other ~~intangible assets~~intangibles increased by ~~$12.9~~$10.0 million ~~and $7.6 million, respectively,~~ as a result of ~~our acquisition~~the purchase of Riwisa AG. The purchase price allocation is preliminary and is subject to change as the Company continues to evaluate the value of assets and liabilities relating to this acquisition. Refer to note 13 to the condensed consolidated financial statements for further discussion of the Riwisa AG acquisition. During the nine-month period ended December 31, 2013, certain ~~customer relationship intangibles were fully amortized, offset by the increase in intangible assets in connection with the aforementioned acquisition.~~technology rights. The estimated future annual amortization expense for intangible assets is as follows:

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Fiscal Year Ending March 31,

Amount

(In thousands)

2014 (1)

$
6,951

2015

25,968

2016

20,969

2017

13,661

2018

8,605

Thereafter

12,825

Total amortization expense

$
88,979

Fiscal Year Ending March 31,	Amount
	(In thousands)
2015 (1)	$	22,243
2016	24,845
2017	17,420
2018	9,708
2019	4,798
Thereafter	9,263
Total amortization expense	$	88,277

(1) Represents estimated amortization for the remaining ~~three-month~~nine-month period ending March 31, ~~2014.~~2015.

Other Current Assets / Liabilities

Other current assets include certain assets purchased on behalf of a customer and financed by a third party banking institution of $268.4 million and $267.5 million as of June 27, 2014 and March 31, 2014, respectively, with a corresponding liability recorded to other current liabilities ~~include~~of $286.5 million as of both dates.

Other current liabilities also includes customer working capital advances of ~~$934.8~~$246.2 million and ~~$214.1~~$754.7 million as of ~~December 31, 2013~~June 27, 2014 and March 31, ~~2013,~~2014, respectively. ~~These amounts~~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.

3. SHARE-BASED COMPENSATION

During the first quarter of fiscal 2015, the Company granted equity compensation awards under the 2010 Equity Incentive Plan (the “2010 Plan”). The following table summarizes the Company’s share-based compensation expense:

	Three-Month Periods Ended				Nine-Month Periods Ended				Three-Month Periods Ended
	December 31, 2013		December 31, 2012		December 31, 2013		December 31, 2012		June 27, 2014		June 28, 2013
	(In thousands)								(In thousands)
Cost of sales	$	1,800	$	1,530	$	5,018	$	4,045	$	1,611	$	1,352
Selling, general and administrative expenses	11,311		6,986		25,399		22,663		10,071		7,237
Total stock-based compensation expense	$	13,111	$	8,516	$	30,417	$	26,708	$	11,682	$	8,589

No options were granted under the 2010 Plan during the first quarter of fiscal 2015. Total unrecognized compensation expense related to share options is ~~$0.9~~$0.4 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of ~~1.2~~0.9 years. As of ~~December 31, 2013,~~June 27, 2014, the number of options outstanding and exercisable was ~~27.0~~20.7 million and ~~26.7~~20.6 million, respectively, at weighted-average exercise prices of ~~$8.92~~$8.36 and ~~$8.94~~$8.38 per share, respectively.

During the ~~nine-month~~three-month period ended ~~December 31, 2013,~~June 27, 2014, the Company granted ~~8.7~~3.1 million unvested share bonus awards at an average grant date price of ~~$8.05~~$11.20 per share, under its 2010 ~~Equity Incentive~~ Plan. ~~Of this amount, approximately 2.3~~Additionally, the Company granted share bonus awards to certain key employees of 0.9 million shares, which represents the target amount, ~~of grants made to certain key employees~~ whereby vesting is contingent primarily on certain market conditions. ~~The number of~~These shares that ultimately will vest range from zero and up to a maximum of 200% based on a measurement of the change in the Company’s share price over a certain specified period against the change in both the Standard and Poor’s (“S&P”) 500 Composite Index and an Extended Electronics Manufacturing Services (“EMS”) Group Index over the same period, and will cliff vest after a period of three years, if such ~~market~~ conditions have been met. The number of shares issued can range from zero to ~~4.6 million. The average grant-date fair value~~1.8 million based on the achievement levels of ~~these awards was estimated to be $9.34 per share and was calculated using a Monte Carlo simulation.~~the respective conditions.

As of ~~December 31, 2013,~~June 27, 2014, approximately ~~22.7~~18.6 million unvested share bonus awards were outstanding under the 2010 Plan, of which vesting for a targeted amount of 5.2 million is contingent primarily on meeting certain market conditions. The number of shares that will ultimately be issued can range from zero to ~~9.9~~10.1 million based on the achievement levels of the respective conditions. During the three-month period ended June 27, 2014, 0.3 million shares vested in connection with the remaining number of share bonus awards with market ~~conditions.~~conditions granted in fiscal 2011, and 0.4 million shares vested in connection with half of the share bonus awards with market conditions granted in fiscal 2012.

As of ~~December 31, 2013,~~June 27, 2014, total unrecognized compensation expense related to unvested share bonus awards granted under the 2010 Plan is ~~$96.9~~$92.9 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of ~~2.45~~2.75 years.

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Approximately ~~$17.3~~$25.6 million of the total unrecognized compensation cost, net of estimated forfeitures, is related to awards whereby vesting is contingent on meeting certain market conditions.

~~Table of Contents~~

4. EARNINGS PER SHARE

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

Three-Month Periods Ended

Nine-Month Periods Ended

December 31, 2013

December 31, 2012

December 31, 2013

December 31, 2012

(In thousands, except per share amounts)

Basic earnings from continuing and discontinued operations per share:

Income from continuing operations

$
145,157

$
54,596

$
322,619

$
351,818

Loss from discontinued operations

—

(7,248
)
—

(25,451
)
Net income

$
145,157

$
47,348

$
322,619

$
326,367

Shares used in computation:

Weighted-average ordinary shares outstanding

606,724

658,925

614,539

666,852

Basic earnings from continuing operations per share

$
0.24

$
0.08

$
0.52

$
0.53

Basic loss from discontinued operations per share

$
—

$
(0.01
)
$
—

$
(0.04
)
Basic earnings per share

$
0.24

$
0.07

$
0.52

$
0.49

Diluted earnings from continuing and discontinued operations per share:

Income from continuing operations

$
145,157

$
54,596

$
322,619

$
351,818

Loss from discontinued operations

—

(7,248
)
—

(25,451
)
Net income

$
145,157

$
47,348

$
322,619

$
326,367

Shares used in computation:

Weighted-average ordinary shares outstanding

606,724

658,925

614,539

666,852

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

11,953

10,563

12,860

11,758

Weighted-average ordinary shares and ordinary share equivalents outstanding

618,677

669,488

627,399

678,610

Diluted earnings from continuing operations per share

$
0.23

$
0.08

$
0.51

$
0.52

Diluted loss from discontinued operations per share

$
—

$
(0.01
)
$
—

$
(0.04
)
Diluted earnings per share

$
0.23

$
0.07

$
0.51

$
0.48

	Three-Month Periods Ended
	June 27, 2014		June 28, 2013
	(In thousands, except per share amounts)
Basic earnings per share:
Net income	$	173,887	$	59,257
Shares used in computation:
Weighted-average ordinary shares outstanding	587,233		626,120
Basic earnings per share	$	0.30	$	0.09

Diluted earnings per share:
Net income	$	173,887	$	59,257
Shares used in computation:
Weighted-average ordinary shares outstanding	587,233		626,120
Weighted-average ordinary share equivalents from stock options and awards (1)	14,067		13,779
Weighted-average ordinary shares and ordinary share equivalents outstanding	601,300		639,899
Diluted earnings per share	$	0.29	$	0.09

(1) Options to purchase ~~16.5~~ordinary shares of 12.6 million and ~~19.7~~19.2 million ~~ordinary shares~~ during the three-month periods ended ~~December 31,~~June 27, 2014 and June 28, 2013, ~~and December 31, 2012,~~ respectively, and ~~0.2~~share bonus awards of 0.4 million and ~~0.9~~2.5 million ~~share bonus awards~~ during the three-month periods ended ~~December 31,~~June 27, 2014 and June 28, 2013, ~~and December 31, 2012, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted average ordinary share equivalents.~~

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

5. ~~NON-CONTROLLING INTERESTS~~INTEREST AND OTHER, NET

~~On December 17,~~During the three-month periods ended June 27, 2014 and June 28, 2013, the Company recognized interest expense of $18.5 million and $20.2 million, respectively, on its debt obligations outstanding during the period. The weighted average interest rates for the Company’s long-term debt were 3.2% and 3.5% for the three-month periods ended June 27, 2014 and June 28, 2013, respectively.

During the three-month periods ended June 27, 2014 and June 28, 2013, the Company recognized interest income of $5.3 million and $3.3 million, respectively.

During the three-month periods ended June 27, 2014 and June 28, 2013, the Company recognized a ~~previously wholly-owned subsidiary~~foreign exchange loss of $1.4 million and a gain of $4.7 million, respectively.

6. OTHER CHARGES (INCOME), NET

During the fourth quarter of fiscal year 2014, the Company recognized $55.0 million of other charges for a contractual obligation to reimburse a customer for certain performance provisions as defined in the customer contract. During the first quarter of fiscal 2015, an amendment to this contract was executed which included the removal of the $55.0 million contractual obligation. Accordingly, the Company ~~issued~~reversed this charge with a ~~non-controlling equity interest~~corresponding credit to other income, included in other charges (income), net in the condensed consolidated statement of operations.

Further, during the three-month period ended June 27, 2014, the Company recognized a ~~third party investor~~loss of $11.0 million in ~~exchange for $33.8~~connection with the disposition of a certain manufacturing facility in western Europe. The Company received $11.5 million in cash for ~~an ownership interest less than 20%~~the sale of $27.2 million in net assets of the ~~outstanding~~facility. The loss also includes $4.6 million of estimated transaction costs, partially offset by a credit of $9.3 million for the release of cumulative foreign translation gains triggered by the disposition.

During the three-month period ended June 28, 2013, the Company recognized a loss of $7.1 million relating to the exercise of a warrant to purchase shares ~~in the subsidiary. The Company continues to own~~of a ~~majority~~certain supplier and sale of the ~~subsidiary’s outstanding equity and also controls the subsidiary’s board~~underlying shares for total proceeds of directors. Accordingly, the condensed consolidated financial statements include the financial position and results of operations of this subsidiary as of December 31, 2013 and for the three-month and nine-month periods then ended.

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

~~6. BANK BORROWINGS AND LONG-TERM DEBT~~

~~Bank borrowings and long-term debt are as follows:~~$67.3 million.

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As of

As of

December 31, 2013

March 31, 2013

(In thousands)

Term Loan, including current portion, due October 2014

$
—

$
170,340

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

436,641

517,500

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

600,000

—

4.625% Notes due February 2020

500,000

500,000

5.000% Notes due February 2023

500,000

500,000

Asia Term Loans

—

375,000

Other

19,004

4,787

2,055,645

2,067,627

Current portion

(54,951
)
(416,654
)
Non-current portion

$
2,000,694

$
1,650,973

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

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

Borrowings under the term loan due August 2018 bear interest, at the Company’s option, either at (i) LIBOR plus the applicable margin for LIBOR loans ranging between 1.00% and 2.00%, based on the Company’s credit ratings or (ii) the base rate (the greatest of the agent’s prime rate, the federal funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging between 0.00% and 1.00%, based on the Company’s credit rating.

The term loan due August 2018 is unsecured, and contains customary restrictions on the Company’s and its subsidiaries’ ability to (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of exceptions and limitations. This term loan agreement also requires that the Company maintain a maximum ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation and amortization), and a minimum interest coverage ratio, as defined therein, during its term. As of December 31, 2013, the Company was in compliance with the covenants under this term loan agreement.

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

Fiscal Year Ending March 31,

Amount

(In thousands)

2014 (1)

$
23,190

2015

44,518

2016

52,018

2017

368,351

2018

15,000

Thereafter

1,552,568

Total

$
2,055,645

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

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7. ~~INTEREST AND OTHER, NET~~

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

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

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

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

8. FINANCIAL INSTRUMENTS

Foreign Currency Contracts

The Company enters into forward contracts and foreign currency swap contracts to manage the foreign currency risk associated with monetary accounts and anticipated foreign currency denominated transactions. The Company hedges committed exposures and does not engage in speculative transactions. As of ~~December 31, 2013,~~June 27, 2014, the aggregate notional amount of the Company’s outstanding foreign currency forward and swap contracts was ~~$4.0~~$4.2 billion as summarized below:

	Foreign Currency Amount		Notional Contract Value in USD				Foreign Currency Amount		Notional Contract Value in USD
Currency	Buy	Sell	Buy		Sell		Buy	Sell	Buy		Sell
	(In thousands)						(In thousands)
Cash Flow Hedges
CNY	3,301,000	—	$	544,567	$	—	3,302,000	—	$	529,650	$	—
EUR	7,825	58,593	10,808		80,396		15,113	29,518	20,598		40,120
HUF	11,797,000	—	54,998		—		10,532,000	—	46,767		—
ILS	5,300	—	1,524		—
PLN							83,000	—	27,316		—
MXN	1,633,300	—	124,935		—		1,935,600	—	148,749		—
MYR	282,880	—	85,864		—		294,850	—	91,449		—
SGD	33,419	—	26,368		—		34,230	—	27,382		—
Other	N/A	N/A	47,924		400		N/A	N/A	31,373		450
			896,988		80,796				923,284		40,570
Other Forward/Swap Contracts
BRL	80,300	71,300	34,015		30,203		—	348,000	—		157,694
CAD	118,254	110,482	111,283		103,856		138,591	120,959	128,472		112,374
CNY	886,290	—	145,631		—		666,823	—	106,943		—
EUR	446,780	603,079	615,804		830,322		485,286	654,488	661,247		891,706
GBP	32,540	56,956	53,726		93,910		29,972	55,750	50,857		94,535
HUF	17,616,300	19,921,600	82,127		92,875		18,963,300	20,835,600	84,206		92,520
JPY	9,193,270	6,440,830	87,561		61,709		5,490,146	2,172,817	53,897		21,324
MXN	1,674,690	1,108,520	128,101		84,793		1,217,840	712,520	93,590		54,757
MYR	233,391	51,354	70,843		15,588		211,344	21,655	65,549		6,716
SEK	248,048	407,204	38,546		63,257		486,657	852,268	72,314		126,916
SGD	38,950	9,629	30,733		7,598
Other	N/A	N/A	154,559		111,177		N/A	N/A	176,694		140,468
			1,552,929		1,495,288				1,493,769		1,699,010

Total Notional Contract Value in USD			$	2,449,917	$	1,576,084			$	2,417,053	$	1,739,580

As of June 27, 2014, 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

~~Table of Contents~~

in the condensed consolidated statements of operations. Gains or losses from fair value adjustments for these instruments are designed to offset losses and gains from the Company’s revaluation of monetary assets and liabilities denominated in a non-functional currency. As of ~~December 31, 2013~~June 27, 2014 and March 31, ~~2013,~~2014, the Company also has included net deferred ~~gains~~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 ~~gains~~losses were not material as of ~~December 31, 2013,~~June 27, 2014, 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.

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

	Fair Values of Derivative Instruments										Fair Values of Derivative Instruments
	Asset Derivatives					Liability Derivatives					Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value					Fair Value					Fair Value
	Balance Sheet Location	December 31, 2013		March 31, 2013		Balance Sheet Location	December 31, 2013		March 31, 2013		Balance Sheet Location	June 27, 2014		March 31, 2014		Balance Sheet Location	June 27, 2014		March 31, 2014
	(In thousands)										(In thousands)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$	9,396	$	11,032	Other current liabilities	$	2,718	$	3,999	Other current assets	$	6,007	$	3,464	Other current liabilities	$	6,763	$	10,457

Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$	8,591	$	16,531	Other current liabilities	$	14,159	$	11,291	Other current assets	$	3,574	$	4,722	Other current liabilities	$	4,077	$	6,949

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~~period presented.

9.8. ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by component, net of tax, ~~during the three-month and nine-month periods ended December 31, 2013~~ are as follows:

	Three-Month Period Ended									Nine-Month Period Ended									Three-Month Period Ended									Three-Month Period Ended
	December 31, 2013									December 31, 2013									June 27, 2014									June 28, 2013
	Unrealized gain (loss) on derivative instruments and other			Foreign currency translation adjustments			Total			Unrealized gain (loss) on derivative instruments and other			Foreign currency translation adjustments			Total			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)																		(In thousands)
Beginning balance	$	(19,438	)	$	(88,121	)	$	(107,559	)	$	(18,857	)	$	(58,624	)	$	(77,481	)	$	(32,849	)	$	(93,307	)	$	(126,156	)	$	(18,857	)	$	(58,624	)	$	(77,481	)
Other comprehensive gain (loss) before reclassifications	471			(13,960		)	(13,489		)	163			(43,457		)	(43,294		)	1,000			5,107			6,107			(6,245		)	(17,509		)	(23,754		)
Net losses reclassified from accumulated other comprehensive loss	626			—			626			353			—			353
Net (gains) losses reclassified from accumulated other comprehensive loss																			9,725			(9,252		)	473			(3,889		)	—			(3,889		)
Net current-period other comprehensive gain (loss)	1,097			(13,960		)	(12,863		)	516			(43,457		)	(42,941		)	10,725			(4,145		)	6,580			(10,134		)	(17,509		)	(27,643		)
Ending balance	$	(18,341	)	$	(102,081	)	$	(120,422	)	$	(18,341	)	$	(102,081	)	$	(120,422	)	$	(22,124	)	$	(97,452	)	$	(119,576	)	$	(28,991	)	$	(76,133	)	$	(105,124	)

Net losses reclassified from accumulated other comprehensive loss during the three-month period ended June 27, 2014 relating to derivative instruments and other includes $5.5 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 period ended June 27, 2014, the Company recognized a loss of $11.0 million in connection with the disposition of a certain 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 certain 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.

Substantially all unrealized losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the three-month ~~and nine-month periods~~period ended ~~December 31,~~June 28, 2013, was recognized as a component of cost of sales in the condensed consolidated statement of operations, which primarily relate to the Company’s foreign currency contracts accounted for as cash flow hedges.

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~~10.~~9. 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 sell 100% of the receivables to unaffiliated financial institutions. These programs allow the operating subsidiaries to receive a cash payment and a deferred purchase price receivable for sold receivables. ~~The Company maintains a continuing involvement in~~Following the transfer of the receivables ~~sold as a result~~to the special purpose entities, the transferred receivables are isolated from the Company and its affiliates, and upon the sale of the ~~deferred purchase price.~~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 $500.0 million for the Global Program, of which $400.0 million is committed and $100.0 million is uncommitted, and $300.0 million for the North American ~~Program and~~Program. 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 0.5% to 1.00% of serviced receivables per annum. Servicing fees recognized during the three-month ~~and nine-month~~ periods ended ~~December 31,~~June 27, 2014 and June 28, 2013 ~~and December 31, 2012~~ were not material and are included in interest and other, net within the condensed consolidated statements of operations. As the Company estimates the fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets and liabilities are recognized.

As of ~~December 31, 2013,~~June 27, 2014, approximately $1.2 billion of accounts receivable had been sold to the special purpose entities under the ABS Programs for which the Company had received net cash proceeds of ~~$633.9~~$699.1 million and deferred purchase price receivables of approximately ~~$528.8~~$463.1 million. As of March 31, ~~2013,~~2014, approximately ~~$1.0~~$1.2 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of ~~$556.9~~$729.3 million and deferred purchase price receivables of approximately ~~$412.4~~$470.9 million. The portion of the purchase price for the receivables which is not paid by the unaffiliated financial institutions in cash is a deferred purchase price receivable, which is paid to the special purpose entity as payments on the receivables are collected from account debtors. The deferred purchase price receivable represents a beneficial interest in the transferred financial assets and is recognized at fair value as part of the sale transaction. The deferred purchase price receivables are included in other current assets as of ~~December 31, 2013~~June 27, 2014 and March 31, ~~2013,~~2014, and were carried at the expected recovery amount of the related receivables. The difference between the carrying amount of the receivables sold under these programs and the sum of the cash and fair value of the deferred purchase price receivables received at time of transfer is recognized as a loss on sale of the related receivables and recorded in interest and other, net in the condensed consolidated statements of operations and were immaterial for all periods presented.

As of ~~December 31, 2013~~June 27, 2014 and March 31, ~~2013,~~2014, 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~~three-month periods ended ~~December 31,~~June 27, 2014 and June 28, 2013, ~~and December 31, 2012,~~ cash flows from sales of receivables under the ABS Programs consisted of approximately ~~$3.0~~$1.1 billion and ~~$2.8~~$0.9 billion for transfers of receivables, respectively (of which approximately ~~$0.3 billion~~$42.5 million and ~~$0.5 billion,~~$141.2 million, respectively, represented new transfers and the remainder proceeds from collections reinvested in revolving-period ~~transfers for both periods)~~transfers).

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

	Three-Month Periods Ended						Nine-Month Periods Ended						Three-Month Periods Ended
	December 31, 2013			December 31, 2012			December 31, 2013			December 31, 2012			June 27, 2014			June 28, 2013
	(In thousands)												(In thousands)
Beginning balance	$	558,311		$	458,085		$	412,357		$	514,895		$	470,908		$	412,357
Transfers of receivables	1,066,512			953,620			2,933,053			2,669,102			778,860			882,918
Collections	(1,095,993		)	(949,691		)	(2,816,580		)	(2,721,983		)	(786,644		)	(874,388		)
Ending balance	$	528,830		$	462,014		$	528,830		$	462,014		$	463,124		$	420,887

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Trade Accounts Receivable Sale Programs

The Company also sold accounts receivables to certain third-party banking institutions. The outstanding balance of receivables sold and not yet collected was approximately ~~$517.1~~$546.0 million and ~~$163.6~~$341.8 million as of ~~December 31, 2013~~June 27, 2014 and March 31, ~~2013,~~2014, respectively. For the ~~nine-month~~three-month periods ended ~~December 31,~~June 27, 2014 and June 28, 2013, ~~and December 31, 2012,~~ total accounts receivable sold to certain third party banking institutions was approximately ~~$2.7~~$1.2 billion and ~~$820.7~~$268.7 million, respectively. The loss on sales of accounts receivables sold was not material for the three-month and nine-month periods ended December 31, 2013 and December 31, 2012 and is recorded in interest and other, net in the condensed consolidated statements of operations. The receivables that were sold were removed from the condensed consolidated balance sheets and were reflected as cash provided by operating activities in the condensed consolidated statements of cash flows.

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~~11.~~10. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

The Company has deferred compensation plans for its officers and certain other employees. ~~Deferred amounts~~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 certain contingent consideration in connection with its business acquisitions, which is measured at fair value based on certain internal models and inputs primarily consisting of revenue and certain operating results targets. Changes to these inputs will result in insignificant increases in the fair value of these contingent considerations, or reducing the fair value to zero.inputs. The following table summarizes the activities related to contingent consideration:

	Three-Month Periods Ended						Nine-Month Periods Ended						Three-Month Periods Ended
	December 31, 2013			December 31, 2012			December 31, 2013			December 31, 2012			June 27, 2014		June 28, 2013
	(In thousands)												(In thousands)
Beginning balance	$	16,000		$	10,431		$	25,000		$	1,151		$	11,300	$	25,000
Additions to accrual	—			15,000			—			25,000
Payments	—			(230		)	—			(625		)
Fair value adjustments	(3,700		)	—			(12,700		)	(325		)	—		(6,000		)
Ending balance	$	12,300		$	25,201		$	12,300		$	25,201		$	11,300	$	19,000

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

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quality of the underlying ~~creditor and due~~creditor. Due to its high credit quality and short term maturity their fair value approximates carrying value. Significant increases in either of the significant unobservable inputs (credit spread, risk free interest rate) in isolation would result in lower fair value ~~estimates. Any change in fair value and~~estimates, however the impact is insignificant. The interrelationship between these inputs is also insignificant. Refer to

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note 109 to the condensed consolidated financial statements for a reconciliation of the change in the deferred purchase price receivable during the three-month ~~and nine-month~~ periods ended ~~December 31, 2013~~ June 27, 2014 and ~~December 31, 2012.~~June 28, 2013.

There were no transfers between levels in the fair value hierarchy during the three-month ~~and nine-month~~ periods ended ~~December 31, 2013~~June 27, 2014 and ~~December 31, 2012.~~June 28, 2013.

Financial Instruments Measured at Fair Value on a Recurring Basis

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis:

	Fair Value Measurements as of December 31, 2013
	Level 1		Level 2			Level 3			Total			Fair Value Measurements as of June 27, 2014
	(In thousands)											Level 1		Level 2			Level 3			Total
												(In thousands)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	—	$	882,918		$	—		$	882,918		$	—	$	607,202		$	—		$	607,202
Deferred purchase price receivable (Note 10)	—		—			528,830			528,830
Foreign exchange forward contracts (Note 8)	—		17,987			—			17,987
Deferred purchase price receivable (Note 9)												—		—			463,124			463,124
Foreign exchange forward contracts (Note 7)												—		9,581			—			9,581
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	9,372		42,645			—			52,017			9,526		38,738			—			48,264
Liabilities:
Foreign exchange forward contracts (Note 8)	$	—	$	(16,877	)	$	—		$	(16,877	)
Foreign exchange forward contracts (Note 7)												$	—	$	(10,840	)	$	—		$	(10,840	)
Contingent consideration in connection with business acquisitions	—		—			(12,300		)	(12,300		)	—		—			(11,300		)	(11,300		)

	Fair Value Measurements as of March 31, 2013
	Level 1		Level 2			Level 3			Total			Fair Value Measurements as of March 31, 2014
	(In thousands)											Level 1		Level 2			Level 3			Total
												(In thousands)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	—	$	497,390		$	—		$	497,390		$	—	$	552,928		$	—		$	552,928
Deferred purchase price receivable (Note 10)	—		—			412,357			412,357
Foreign exchange forward contracts (Note 8)	—		27,563			—			27,563
Warrants to purchase common shares	—		—			74,437			74,437
Deferred purchase price receivable (Note 9)												—		—			470,908			470,908
Foreign exchange forward contracts (Note 7)												—		8,186			—			8,186
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	6,931		40,972			—			47,903			9,456		36,751			—			46,207
Liabilities:
Foreign exchange forward contracts (Note 8)	$	—	$	(15,290	)	$	—		$	(15,290	)
Foreign exchange forward contracts (Note 7)												$	—	$	(17,406	)	$	—		$	(17,406	)
Contingent consideration in connection with business acquisitions	—		—			(25,000		)	(25,000		)	—		—			(11,300		)	(11,300		)

Assets Measured at Fair Value on a Nonrecurring Basis

~~The Company has certain long-lived assets that are measured at fair value on a nonrecurring basis, and are as follows:~~

Fair Value Measurements as of December 31, 2013

Level 1

Level 2

Level 3

Total

(In thousands)

Assets:

Assets held for sale

$
—

$
18,882

$
—

$
18,882

Fair Value Measurements as of March 31, 2013

Level 1

Level 2

Level 3

Total

(In thousands)

Assets:

Assets held for sale

$
—

$
11,089

$
—

$
11,089

Property and equipment

—

25,331

—

25,331

~~Assets held for sale~~

Assets held for sale are recorded at the lesser of the carrying value or fair value, which is based on comparable sales from prevailing market data (level 2 inputs). ~~During~~As of June 27, 2014 and March 31, 2014, the ~~nine-month period ended December 31, 2013, the Company recognized an~~

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~~impairment charge of $4.3 million in~~ fair value ~~adjustments and sold $9.1 million~~ of assets ~~held for sale.~~ ~~The assets~~that were no longer in use and held for sale ~~as of December 31, 2013~~totaled approximately $3.6 million and $43.5 million, respectively. These assets primarily represent manufacturing facilities that have been closed as part of the Company’s historical facility consolidations and that met the ~~related manufacturing assets.~~

~~Property and equipment~~

~~Property and equipment includes~~criteria to be classified as held for sale. During the ~~carrying value~~three-month period ended June 27, 2014, the Company sold $39.9 million of ~~certain~~ assets that were impaired during the fiscal year ended March 31, 2013 as a result of the Company’s restructuring activities as further discussed in note 12 to the condensed consolidated financial statements.held for sale.

There were no transfers between levels in the fair value hierarchy for ~~these long-lived~~ assets held-for-sale during the three-month ~~and nine-month~~ periods ended ~~December 31, 2013~~June 27, 2014 and ~~December 31, 2012.~~June 28, 2013.

Other financial instruments

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

As of December 31, 2013

As of March 31, 2013

Carrying

Fair

Carrying

Fair

Fair Value

Amount

Value

Amount

Value

Hierarchy

(In thousands)

Term Loan, including current portion, due October 2014

$
—

$
—

$
170,340

$
170,496

Level 1

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

436,641

435,824

517,500

518,794

Level 1

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

600,000

591,000

—

—

Level 1

4.625% Notes due February 2020

500,000

502,350

500,000

507,190

Level 1

5.000% Notes due February 2023

500,000

472,250

500,000

500,000

Level 1

Asia Term Loans

—

—

375,000

375,343

Level 2

Total

$
2,036,641

$
2,001,424

$
2,062,840

$
2,071,823

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	As of June 27, 2014				As of March 31, 2014
	Carrying		Fair		Carrying		Fair		Fair Value
	Amount		Value		Amount		Value		Hierarchy
	(In thousands)
Term Loan, including current portion, due in installments through August 2018	$	600,000	$	592,500	$	600,000	$	591,750	Level 1
Term Loan, including current portion, due in installments through March 2019	500,000		492,500		500,000		497,190		Level 1
4.625% Notes due February 2020	500,000		519,000		500,000		504,688		Level 1
5.000% Notes due February 2023	500,000		520,000		500,000		517,650		Level 1
Total	$	2,100,000	$	2,124,000	$	2,100,000	$	2,111,278

The term loans and Notes due February 2020 and February 2023 are valued based on broker trading prices in active markets.

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

~~12.~~11. RESTRUCTURING CHARGES

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

During the ~~nine-month~~three-month period ended ~~December 31,~~June 28, 2013, the Company recognized restructuring charges of approximately $40.8 million, of which $35.1 million were recorded as a component of cost of sales and $5.6 million were recorded as a component of selling, general and administrative expenses. Of the total restructuring charges, $32.2 million was associated with the terminations of 5,106 identified employees. The identified employee terminations by reportable geographic region amounted to approximately 3,947 in Asia, 1,105 ~~and 54 for Asia,~~in the Americas and ~~Europe, respectively.~~54 in Europe. The costs associated with these restructuring activities include employee severance, other personnel costs, non-cash impairment charges on equipment no longer in use and to be disposed of, and other exit related costs due to facility closures or rationalizations. Of the total restructuring charges, $1.9 million were non-cash charges related to the impairment of long-lived assets, and were classified as a component of cost of sales.

The components of the restructuring charges by geographic region incurred during the ~~nine-month~~three-month period ended ~~December 31,~~June 28, 2013 were as follows:

	Americas		Asia		Europe		Total
	(In thousands)
Severance	$	11,331	$	16,205	$	4,631	$	32,167
Long-lived asset impairment	—		1,900		—		1,900
Other exit costs	2,248		3,157		1,288		6,693
Total restructuring charges	$	13,579	$	21,262	$	5,919	$	40,760

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

During the ~~nine-month~~three-month period ended ~~December 31,~~June 28, 2013, the Company recognized approximately $6.7 million of other exit costs, which was primarily comprised of $3.8 million related to personnel costs and $2.9 million of contractual obligations that resulted from facility closures. The majority of these costs were classified as a component of cost of sales.

~~The following table summarizes~~During the ~~provisions, respective payments, and remaining accrued balance as of December 31, 2013~~three-month period ended June 27, 2014, the Company paid approximately $20.9 million for restructuring charges that were primarily incurred in fiscal year 2014 and ~~prior periods:~~

Long-Lived

Other

Severance

Asset Impairment

Exit Costs

Total

(In thousands)

Balance as of March 31, 2013

$
83,689

$
—

$
14,211

$
97,900

Provision for charges incurred in first quarter of fiscal year 2014

32,167

1,900

6,693

40,760

Cash payments for charges incurred in fiscal year 2014 and 2013

(21,523
)
—

(2,872
)
(24,395
)
Cash payments for charges incurred in fiscal year 2010 and prior

(236
)
—

(1,164
)
(1,400
)
Non-cash charges incurred in first quarter of fiscal year 2014

—

(1,900
)
—

(1,900
)
Balance as of June 28, 2013

94,097

—

16,868

110,965

Cash payments for charges incurred in fiscal year 2014 and 2013

(40,209
)
—

(4,717
)
(44,926
)
Cash payments for charges incurred in fiscal year 2010 and prior

(335
)
—

(277
)
(612
)
Balance as of September 27, 2013

53,553

—

11,874

65,427

Cash payments for charges incurred in fiscal year 2014 and 2013

(9,312
)
—

(3,178
)
(12,490
)
Cash payments for charges incurred in fiscal year 2010 and prior

(153
)
—

(194
)
(347
)
Balance as of December 31, 2013

44,088

—

8,502

52,590

Less: current portion (classified as other current liabilities)

40,265

—

5,563

45,828

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

$
3,823

$
—

$
2,939

$
6,762

~~13. BUSINESS AND ASSET ACQUISITIONS~~

~~On April 16, 2013, the Company completed the acquisition~~prior. Total restructuring charges accrued as of certain manufacturing operations from Google’s Motorola Mobility LLC. The Company also entered into a manufacturing and services agreement with Motorola Mobility LLC for mobile devices in conjunction with this acquisition. This acquisition expanded the Company’s relationship with Google’s Motorola Mobility and its capabilities in the mobile devices market. The results of operations were included in the Company’s condensed consolidated financial results beginning on the date of acquisition. RevenuesJune 27, 2014 were approximately ~~12.6%~~$27.3 million, of total revenue for the three-month period ended December 31, 2013 and 10.1% of total revenue for the nine-month period ended December 31, 2013. Income before tax of the acquired operations during the three-month and nine-month periods ended December 31, 2013which $3.5 million was ~~not significant to the condensed consolidated financial results of the Company. On~~classified as a pro forma basis, the estimated increase to our previously reported revenue amounts to reflect the acquisition of this business as of the first day of the prior comparative period is $838.4 million and $2.7 billion for the three-month and nine-month periods ended December 31, 2012, respectively, and operating results for the same periods were immaterial.

The cash consideration for this acquisition amounted to $178.9 million. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. Management is in the process of determining the fair value amounts for certain assets acquired, including the value of identifiable intangible assets and certain liabilities assumed. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.

The following represents the Company’s preliminary allocation of the total purchase price to the acquired assets and liabilities assumed of Google’s Motorola Mobility LLC as of December 31, 2013. There were no changes in the fair value of assets acquired and liabilities assumed during the three-month period ended December 31, 2013.long-term obligation.

1917

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Amount

(In thousands)

Current assets:

Inventory

$
97,740

Other current assets

237

Total current assets

97,977

Property and equipment

45,198

Goodwill

2,844

Intangible assets — customer relationships

2,948

Other assets

31,457

Total assets

$
180,424

Current liabilities:

Other current liabilities

$
1,519

Total liabilities

1,519

Total aggregate purchase price

$
178,905

On November 4, 2013 the Company acquired all of the outstanding shares of Riwisa AG, a company registered in Switzerland for total cash consideration of $44.0 million, net of cash acquired amounting to $9.4 million. This acquisition expanded the Company’s capabilities in the medical devices market, particularly precision plastics. The Company primarily acquired inventory, property and equipment and assumed certain liabilities relating to payables and debt. The results of operations were included in the Company’s condensed consolidated financial results beginning on the date of acquisition. Pro-forma results of operations for this acquisition have not been presented because the effects of the acquisition were not material to the Company’s financial results.

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

Further, during the nine-month period ended December 31, 2013, the Company completed two other acquisitions for total cash consideration of $15.1 million. Neither of these acquisitions was significant to the Company’s consolidated financial position, results of operations and cash flows. These businesses expanded the Company’s capabilities primarily in manufacturing operations for plastic parts, components and molds. The Company acquired primarily property and equipment and inventory and recorded goodwill amounting to $4.9 million in connection with these acquisitions. The results of operations were included in the Company’s condensed consolidated financial results beginning on the date of these acquisitions. Pro-forma results of operations for these acquisitions have not been presented because the effects of the acquisitions were immaterial to the Company’s financial results. Additionally, transaction costs related to all acquisitions completed during the periods presented were immaterial to the Company’s financial results.

The Company continues to evaluate certain assets and liabilities related to business combinations completed during recent periods. Additional information, which existed as of the acquisition date, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Changes to amounts recorded as assets or liabilities, as a result of such additional information, may result in a corresponding adjustment to goodwill.

~~14.~~12. COMMITMENTS AND CONTINGENCIES

Litigation and other legal matters

On December 11, 2013, Xilinx, Inc. (plaintiff) filed a lawsuit in Santa Clara County, California, Superior Court against Flextronics International, Ltd.; Flextronics International USA, Inc.; and Flextronics Corporation (Case No. 113CV257431). The complaint asserts various claims, including fraud, negligent misrepresentation, breach of contract, and unfair competition, based on specific alleged incidents concerning our purchases and sales of Xilinx products. The plaintiff seeks an unspecified amount of compensatory, statutory, punitive, and other forms of damages, injunctive relief, and attorneys’ fees and costs. The plaintiff also seeks a jury trial. On June 25, 2014, we filed motions for Demurrer and to Strike asking the court to dismiss the claims against us. The ~~Company~~court has scheduled a hearing on the motions for August 29, 2014. Although the outcome of this matter is ~~investigating the allegations and is unable to estimate a range of~~currently not determinable, management expects that any losses that are probable or reasonably possible ~~losses in~~of being incurred as a result of this matter, ~~at this time.~~which are in excess of amounts already accrued in the Company’s condensed consolidated balance sheets, would not be material to the financial statements.

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

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

~~15.~~13. SHARE REPURCHASES

During the three-month ~~and nine-month periods~~ ended ~~December 31, 2013~~June 27, 2014 the Company repurchased ~~5.9~~10.5 million shares at an aggregate purchase price of ~~$44.4~~$102.1 million ~~and 47.1 million shares at an aggregate purchase price of $357.1 million, respectively~~ and retired all these shares.

~~On September 30,~~ As of June 27, 2014, approximately 26.5 million shares were available to be repurchased under the current plan. Share repurchases by the Company under the repurchase plan, which was approved by the Company’s Board of Directors on July 24, 2013, are subject to an aggregate limit of 10% of the ~~Singapore Companies Act was amended to increase the share repurchase limit for companies incorporated in Singapore, from 10% to 20% of their~~Company’s ordinary shares outstanding as of the date of the most recent ~~shareholder approval date, subject to~~ the ~~requirements under the Singapore Companies Act.~~Extraordinary General Meeting held on July 29, 2013.

Table of Contents

~~16. DISCONTINUED OPERATIONS~~

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

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

Three-Month
Periods Ended

Nine-Month
Periods Ended

December 31,
2012

December 31,
2012

(In thousands)

Net sales

$
8,581

$
40,593

Cost of sales

8,487

42,793

Gross profit (loss)

94

(2,200
)
Selling, general and administrative expenses

3

1,930

Intangibles amortization

—

11,000

Interest and other, net

7,333

11,280

Loss before income taxes

(7,242
)
(26,410
)
Provision for (benefit from) income taxes

6

(959
)
Net loss of discontinued operations

$
(7,248
)
$
(25,451
)

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

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

~~17.~~14. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

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

~~Table of Contents~~

In lieu of providing separate financial statements for the guarantor subsidiaries, the Company has included the accompanying condensed consolidating financial statements, which are presented using the equity method of accounting. The principal elimination entries relate to investment in subsidiaries and intercompany balances and transactions, including transactions with the Company’s non-guarantor subsidiaries.

Condensed Consolidating Balance Sheets as of ~~December 31, 2013~~June 27, 2014

Parent

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

(in thousands)

ASSETS

Current assets:

Cash and cash equivalents

$
604,128

$
45,962

$
967,155

$
—

$
1,617,245

Accounts receivable

—

899,441

1,651,589

—

2,551,030

Inventories

—

1,628,470

2,343,657

—

3,972,127

Inter company receivable

4,927,410

4,989,090

8,757,994

(18,674,494
)
—

Other current assets

518

243,060

1,308,943

—

1,552,521

Total current assets

5,532,056

7,806,023

15,029,338

(18,674,494
)
9,692,923

Property and equipment, net

—

437,412

1,943,299

—

2,380,711

Goodwill and other intangible assets, net

850

40,144

340,837

—

381,831

Other assets

2,595,312

104,605

4,569,256

(6,907,601
)
361,572

Investment in subsidiaries

3,962,146

(549,678
)
17,305,339

(20,717,807
)
—

Total assets

$
12,090,364

$
7,838,506

$
39,188,069

$
(46,299,902
)
$
12,817,037

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Bank borrowings and current portion of long-term debt

$
40,768

$
420

$
13,763

$
—

$
54,951

Accounts payable

—

1,221,335

3,747,305

—

4,968,640

Accrued payroll

—

91,227

294,413

—

385,640

Inter company payable

5,239,573

7,985,067

5,449,854

(18,674,494
)
—

Other current liabilities

44,065

633,231

1,977,965

—

2,655,261

Total current liabilities

5,324,406

9,931,280

11,483,300

(18,674,494
)
8,064,492

Long term liabilities

4,545,211

2,067,962

2,792,421

(6,907,601
)
2,497,993

Flextronics International Ltd. shareholders’ equity

2,220,747

(4,160,736
)
24,912,348

(20,751,612
)
2,220,747

Noncontrolling interests

—

—

—

33,805

33,805

Total shareholders’ equity

2,220,747

(4,160,736
)
24,912,348

(20,717,807
)
2,254,552

Total liabilities and shareholders’ equity

$
12,090,364

$
7,838,506

$
39,188,069

$
(46,299,902
)
$
12,817,037

~~Condensed Consolidating Balance Sheets as of March 31, 2013~~

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated		Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)												(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	740,515	$	82,900		$	763,672	$	—		$	1,587,087	$	265,273	$	25,164		$	1,057,253	$	—		$	1,347,690
Accounts receivable	—		458,617			1,653,379		—			2,111,996		—		806,735			2,087,887		—			2,894,622
Inventories	—		1,063,627			1,658,873		—			2,722,500		—		1,238,539			2,271,624		—			3,510,163
Inter company receivable	4,440,955		4,726,673			6,490,274		(15,657,902		)	—		10,127,115		7,656,660			9,710,239		(27,494,014		)	—
Other current assets	6,182		178,585			1,165,051		—			1,349,818		389		145,098			1,091,461		—			1,236,948
Total current assets	5,187,652		6,510,402			11,731,249		(15,657,902		)	7,771,401		10,392,777		9,872,196			16,218,464		(27,494,014		)	8,989,423
Property and equipment, net	—		328,621			1,845,967		—			2,174,588		—		438,870			1,815,794		—			2,254,664
Goodwill and other intangible assets, net	1,075		40,626			301,851		—			343,552		700		38,451			350,218		—			389,369
Other assets	2,498,080		105,136			4,902,815		(7,204,017		)	302,014		2,573,176		98,214			2,126,471		(4,363,493		)	434,368
Investment in subsidiaries	4,127,384		(954,619		)	16,920,679		(20,093,444		)	—		1,013,070		858,751			16,602,017		(18,473,838		)	—
Total assets	$	11,814,191	$	6,030,166		$	35,702,561	$	(42,955,363	)	$	10,591,555	$	13,979,723	$	11,306,482		$	37,112,964	$	(50,331,345	)	$	12,067,824

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	416,594	$	60		$	—	$	—		$	416,654	$	36,250	$	45		$	19,043	$	—		$	55,338
Accounts payable	—		1,077,723			2,627,574		—			3,705,297		—		1,265,284			3,476,749		—			4,742,033
Accrued payroll	—		86,073			265,610		—			351,683		—		95,635			281,498		—			377,133
Inter company payable	4,963,615		6,093,606			4,600,681		(15,657,902		)	—		9,539,121		9,978,361			7,976,532		(27,494,014		)	—
Other current liabilities	32,440		424,599			1,242,112		—			1,699,151		38,491		696,874			1,323,343		—			2,058,708
Total current liabilities	5,412,649		7,682,061			8,735,977		(15,657,902		)	6,172,785		9,613,862		12,036,199			13,077,165		(27,494,014		)	7,233,212
Long term liabilities	4,154,784		2,488,279			2,732,966		(7,204,017		)	2,172,012		2,103,601		2,007,345			2,786,291		(4,363,493		)	2,533,744
Shareholders’ equity	2,246,758		(4,140,174		)	24,233,618		(20,093,444		)	2,246,758
Flextronics International Ltd. shareholders’ equity													2,262,260		(2,737,062		)	21,210,900		(18,473,838		)	2,262,260
Noncontrolling interests													—		—			38,608		—			38,608
Total shareholders’ equity													2,262,260		(2,737,062		)	21,249,508		(18,473,838		)	2,300,868
Total liabilities and shareholders’ equity	$	11,814,191	$	6,030,166		$	35,702,561	$	(42,955,363	)	$	10,591,555	$	13,979,723	$	11,306,482		$	37,112,964	$	(50,331,345	)	$	12,067,824

2219

Table of Contents

Condensed Consolidating ~~Statements~~Balance Sheets as of ~~Operations for the Three-Month Period Ended December~~March 31, ~~2013~~2014

Parent

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

(in thousands)

Net sales

$
—

$
4,641,981

$
7,054,467

$
(4,513,006
)
$
7,183,442

Cost of sales

—

4,290,813

7,007,016

(4,513,006
)
6,784,823

Gross profit

—

351,168

47,451

—

398,619

Selling, general and administrative expenses

—

46,081

178,495

—

224,576

Intangible amortization

75

1,018

4,482

—

5,575

Interest and other, net

(277,297
)
353,089

(61,049
)
—

14,743

Income (loss) from continuing operations before income taxes

277,222

(49,020
)
(74,477
)
—

153,725

Provision for income taxes

26

1,834

6,708

—

8,568

Equity in earnings in subsidiaries

(132,039
)
20,020

49,314

62,705

—

Net income (loss)

$
145,157

$
(30,834
)
$
(31,871
)
$
62,705

$
145,157

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	638,714	$	30,500		$	924,514	$	—		$	1,593,728
Accounts receivable	—		766,110			1,931,875		—			2,697,985
Inventories	—		1,387,510			2,211,498		—			3,599,008
Inter company receivable	8,867,520		6,968,138			9,149,244		(24,984,902		)	—
Other current assets	246		277,035			1,232,324		—			1,509,605
Total current assets	9,506,480		9,429,293			15,449,455		(24,984,902		)	9,400,326
Property and equipment, net	—		427,390			1,861,266		—			2,288,656
Goodwill and other intangible assets, net	775		39,074			337,369		—			377,218
Other assets	2,585,169		103,335			4,628,970		(6,883,524		)	433,950
Investment in subsidiaries	3,350,690		522,489			16,392,541		(20,265,720		)	—
Total assets	$	15,443,114	$	10,521,581		$	38,669,601	$	(52,134,146	)	$	12,500,150

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	32,500	$	60		$	15	$	—		$	32,575
Accounts payable	—		1,256,204			3,491,575		—			4,747,779
Accrued payroll	—		83,288			271,601		—			354,889
Inter company payable	8,607,486		9,422,179			6,955,237		(24,984,902		)	—
Other current liabilities	24,868		626,550			1,870,026		—			2,521,444
Total current liabilities	8,664,854		11,388,281			12,588,454		(24,984,902		)	7,656,687
Long term liabilities	4,615,210		2,050,460			2,859,638		(6,883,524		)	2,641,784
Flextronics International Ltd. shareholders’ equity	2,163,050		(2,917,160		)	23,182,880		(20,265,720		)	2,163,050
Noncontrolling interest	—		—			38,629		—			38,629
Total shareholders’ equity	2,163,050		(2,917,160		)	23,221,509		(20,265,720		)	2,201,679
Total liabilities and shareholders’ equity	$	15,443,114	$	10,521,581		$	38,669,601	$	(52,134,146	)	$	12,500,150

Condensed Consolidating Statements of Operations for the Three-Month Period Ended ~~December 31, 2012~~June 27, 2014

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated			Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)															(in thousands)
Net sales	$	—		$	3,687,858		$	4,734,165		$	(2,298,702	)	$	6,123,321		$	—		$	3,915,326	$	5,312,077		$	(2,584,658	)	$	6,642,745
Cost of sales	—			3,369,715			4,707,531			(2,298,702		)	5,778,544			—			3,580,578		5,266,040			(2,584,658		)	6,261,960
Restructuring charges	—			4,360			93,955			—			98,315
Gross profit (loss)	—			313,783			(67,321		)	—			246,462
Gross profit																—			334,748		46,037			—			380,785
Selling, general and administrative expenses	—			47,150			160,074			—			207,224			—			44,626		164,651			—			209,277
Intangible amortization	75			1,859			4,203			—			6,137			75			623		6,253			—			6,951
Restructuring charges	—			173			4,203			—			4,376
Interest and other, net	(151,320		)	335,509			(201,278		)	—			(17,089		)	16,531			259,748		(301,651		)	—			(25,372		)
Income (loss) from continuing operations before income taxes	151,245			(70,908		)	(34,523		)	—			45,814			(16,606		)	29,751		176,784			—			189,929
Provision for (benefit from) income taxes	833			2,446			(12,061		)	—			(8,782		)
Provision for income taxes																—			1,482		14,560			—			16,042
Equity in earnings in subsidiaries	(103,064		)	(30,044		)	48,389			84,719			—			190,493			67,301		33,179			(290,973		)	—
Income (loss) from continuing operations	47,348			(103,398		)	25,927			84,719			54,596
Loss from discontinued operations, net of tax	—			—			(7,248		)	—			(7,248		)
Net income (loss)	$	47,348		$	(103,398	)	$	18,679		$	84,719		$	47,348		$	173,887		$	95,570	$	195,403		$	(290,973	)	$	173,887

Condensed Consolidating Statements of Operations for the ~~Nine-Month~~Three-Month Period Ended ~~December 31,~~June 28, 2013

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated		Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)														(in thousands)
Net sales	$	—		$	12,154,405		$	17,173,465		$	(9,943,197	)	$	19,384,673	$	—		$	3,484,434		$	4,595,431		$	(2,288,740	)	$	5,791,125
Cost of sales	—			11,109,343			17,105,324			(9,943,197		)	18,271,470		—			3,140,837			4,627,993			(2,288,740		)	5,480,090
Restructuring charges	—			1,293			33,833			—			35,126
Gross profit	—			1,043,769			34,308			—			1,078,077
Gross profit (loss)															—			343,597			(32,562		)	—			311,035
Selling, general and administrative expenses	—			146,339			514,722			—			661,061		800			51,224			171,595			—			223,619
Intangible amortization	225			3,055			18,215			—			21,495		75			1,081			7,046			—			8,202
Restructuring charges	800			2,401			2,433			—			5,634
Interest and other, net	(489,834		)	904,039			(366,177		)	—			48,028		(49,280		)	267,202			(198,238		)	—			19,684
Income (loss) from continuing operations before income taxes	488,809			(12,065		)	(134,885		)	—			341,859		48,405			24,090			(12,965		)	—			59,530
Provision for income taxes	37			4,019			15,184			—			19,240
Provision for (benefit from) income taxes															10			1,251			(988		)	—			273
Equity in earnings in subsidiaries	(166,153		)	(59,167		)	90,540			134,780			—		10,862			(11,551		)	2,772			(2,083		)	—
Net income (loss)	$	322,619		$	(75,251	)	$	(59,529	)	$	134,780		$	322,619	$	59,257		$	11,288		$	(9,205	)	$	(2,083	)	$	59,257

Condensed Consolidating Statements of ~~Operations~~Comprehensive Income (Loss) for the ~~Nine-Month~~Three-Month Period Ended ~~December 31, 2012~~June 27, 2014

Parent

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

(in thousands)

Net sales

$
—

$
11,407,584

$
13,807,774

$
(6,941,201
)
$
18,274,157

Cost of sales

$
—

$
10,316,417

$
13,830,035

$
(6,941,201
)
17,205,251

Restructuring charges

—

4,360

93,955

—

98,315

Gross profit (loss)

—

1,086,807

(116,216
)
—

970,591

Selling, general and administrative expenses

—

141,033

448,718

—

589,751

Intangible amortization

225

6,395

14,591

—

21,211

Restructuring charges

—

173

4,203

—

4,376

Interest and other, net

(581,990
)
666,887

(101,651
)
—

(16,754
)
Income (loss) from continuing operations before income taxes

581,765

272,319

(482,077
)
—

372,007

Provision for income taxes

833

4,894

14,462

—

20,189

Equity in earnings in subsidiaries

(254,565
)
(160,692
)
286,587

128,670

—

Income (loss) from continuing operations

326,367

106,733

(209,952
)
128,670

351,818

Loss from discontinued operations, net of tax

—

—

(25,451
)
—

(25,451
)
Net income (loss)

$
326,367

$
106,733

$
(235,403
)
$
128,670

$
326,367

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	173,887		$	95,570		$	195,403		$	(290,973	)	$	173,887
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(4,145		)	(77,152		)	(271,529		)	348,681			(4,145		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	10,725			(21,989		)	(22,124		)	44,113			10,725
Comprehensive income (loss)	$	180,467		$	(3,571	)	$	(98,250	)	$	101,821		$	180,467

2320

Table of Contents

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended ~~December 31,~~June 28, 2013

Parent

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Consolidated

(in thousands)

Net income (loss)

$
145,157

$
(30,834
)
$
(31,871
)
$
62,705

$
145,157

Other comprehensive income (loss):

Foreign currency translation adjustments, net of zero tax

(13,960
)
(3,369
)
(28,137
)
31,506

(13,960
)
Unrealized gain (loss) on derivative instruments and other, net of zero tax

1,097

(4
)
1,097

(1,093
)
1,097

Comprehensive income (loss)

$
132,294

$
(34,207
)
$
(58,911
)
$
93,118

$
132,294

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

Parent

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Consolidated

(in thousands)

Net income (loss)

$
47,348

$
(103,398
)
$
18,679

$
84,719

$
47,348

Other comprehensive income (loss):

Foreign currency translation adjustments, net of zero tax

(10,603
)
(6,075
)
(30,706
)
36,781

(10,603
)
Unrealized gain (loss) on derivative instruments and other, net of zero tax

(3,088
)
1,822

(3,088
)
1,266

(3,088
)
Comprehensive income (loss)

$
33,657

$
(107,651
)
$
(15,115
)
$
122,766

$
33,657

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

Parent

Guarantor
Subsidiaries

Non-
Guarantor
Subsidiaries

Eliminations

Consolidated

(in thousands)

Net income (loss)

$
322,619

$
(75,251
)
$
(59,529
)
$
134,780

$
322,619

Other comprehensive income (loss):

Foreign currency translation adjustments, net of zero tax

(43,457
)
(15,794
)
(94,550
)
110,344

(43,457
)
Unrealized gain (loss) on derivative instruments and other, net of zero tax

516

3,944

515

(4,459
)
516

Comprehensive income (loss)

$
279,678

$
(87,101
)
$
(153,564
)
$
240,665

$
279,678

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

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated			Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)															(in thousands)
Net income (loss)	$	326,367		$	106,733		$	(235,403	)	$	128,670		$	326,367		$	59,257		$	11,288		$	(9,205	)	$	(2,083	)	$	59,257
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(21,575		)	1,271			(23,143		)	21,872			(21,575		)	(17,509		)	(13,644		)	(27,281		)	40,925			(17,509		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	3,015			(1,192		)	3,015			(1,823		)	3,015			(10,134		)	2			(10,135		)	10,133			(10,134		)
Comprehensive income (loss)	$	307,807		$	106,812		$	(255,531	)	$	148,719		$	307,807		$	31,614		$	(2,354	)	$	(46,621	)	$	48,975		$	31,614

Condensed Consolidating Statements of Cash Flows for the ~~Nine-Month~~Three-Month Period Ended ~~December 31,~~June 27, 2014

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(13,025	)	$	248,848		$	(316,992	)	$	—		(81,169		)
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	—			(35,401		)	(37,516		)	—			(72,917		)
Proceeds from divesture of business, net of cash held in divested business	—			—			(5,493		)	—			(5,493		)
Investing cash flows from (to) affiliates	(1,185,671		)	(538,017		)	572,278			1,151,410			—
Other investing activities, net	—			(959		)	(20,503		)	—			(21,462		)
Net cash provided by (used in) investing activities	(1,185,671		)	(574,377		)	508,766			1,151,410			(99,872		)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	—			—			26,615			—			26,615
Repayments of bank borrowings, long-term debt and capital lease obligations	—			(393		)	(466		)	—			(859		)
Payments for repurchases of ordinary shares	(105,568		)	—			—			—			(105,568		)
Net proceeds from issuance of ordinary shares	9,329			—			—			—			9,329
Financing cash flows from (to) affiliates	931,635			321,342			(101,567		)	(1,151,410		)	—
Other financing activities, net	—			—			300			—			300
Net cash provided by (used in) financing activities	835,396			320,949			(75,118		)	(1,151,410		)	(70,183		)
Effect of exchange rates on cash and cash equivalents	(10,141		)	(756		)	16,083			—			5,186
Net increase (decrease) in cash and cash equivalents	(373,441		)	(5,336		)	132,739			—			(246,038		)
Cash and cash equivalents, beginning of period	638,714			30,500			924,514			—			1,593,728
Cash and cash equivalents, end of period	$	265,273		$	25,164		$	1,057,253		$	—		$	1,347,690

Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended June 28, 2013

																Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated			(In thousands)
	(In thousands)
Net cash provided by (used in) operating activities	$	477,036		$	(944,464	)	$	1,585,742		$	(7	)	1,118,307			$	51,963		$	(568,028	)	$	713,609		$	1,032		$	198,576
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	—			(168,525		)	(292,628		)	—			(461,153		)	—			(105,657		)	(35,165		)	(551		)	(141,373		)
Acquisition of businesses, net of cash acquired	—			(2,949		)	(235,082		)	—			(238,031		)	—			(1,026		)	(186,517		)	—			(187,543		)
Proceeds from divestiture of business, net of cash held in divested business	—			—			4,599			—			4,599
Investing cash flows from (to) affiliates	(306,254		)	(308,144		)	(3,506,916		)	4,121,314			—			(438,186		)	354,871			(589,921		)	673,236			—
Other investing activities, net	—			(832		)	(11,235		)	—			(12,067		)	—			890			29,289			—			30,179
Net cash provided by (used in) investing activities	(306,254		)	(480,450		)	(4,041,262		)	4,121,314			(706,652		)	(438,186		)	249,078			(782,314		)	672,685			(298,737		)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	1,003,000			277			17			—			1,003,294			—			133			25			—			158
Repayments of bank borrowings, long-term debt and capital lease obligations	(489,365		)	(1,068		)	(28,116		)	—			(518,549		)	(8,636		)	(414		)	(101		)	—			(9,151		)
Payments for early retirement of long-term debt	(503,423		)	(41,417		)	—			—			(544,840		)
Payments for repurchases of ordinary shares	(362,693		)	—			—			—			(362,693		)	(215,210		)	—			—			—			(215,210		)
Net proceeds from issuance of ordinary shares	21,106			—			—			—			21,106			10,909			—			—			—			10,909
Financing cash flows from (to) affiliates	(29,135		)	1,427,288			2,723,154			(4,121,307		)	—			371,446			311,306			(9,035		)	(673,717		)	—
Other financing activities, net	—			—			46,298			—			46,298			—			—			15,652			—			15,652
Net cash provided by (used in) financing activities	(360,510		)	1,385,080			2,741,353			(4,121,307		)	(355,384		)	158,509			311,025			6,541			(673,717		)	(197,642		)
Effect of exchange rates on cash and cash equivalents	53,341			2,896			(82,350		)	—			(26,113		)	10,211			369			(20,290		)	—			(9,710		)
Net (decrease) increase in cash and cash equivalents	(136,387		)	(36,938		)	203,483			—			30,158
Net decrease in cash and cash equivalents																(217,503		)	(7,556		)	(82,454		)	—			(307,513		)
Cash and cash equivalents, beginning of period	740,515			82,900			763,672			—			1,587,087			740,515			82,900			763,672			—			1,587,087
Cash and cash equivalents, end of period	$	604,128		$	45,962		$	967,155		$	—		$	1,617,245		$	523,012		$	75,344		$	681,218		$	—		$	1,279,574

2421

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

Parent

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminations

Consolidated

(In thousands)

Net cash provided by (used in) operating activities

$
546,758

$
186,359

$
272,922

$
18

$
1,006,057

Cash flows from investing activities:

Purchases of property and equipment, net of proceeds from disposal

—

(68,797
)
(259,079
)
(206
)
(328,082
)
Acquisition of businesses, net of cash acquired

—

—

(183,896
)
—

(183,896
)
Proceeds from divestiture of business, net of cash held in divested business

—

—

22,585

—

22,585

Investing cash flows from (to) affiliates

(244,256
)
(99,604
)
1,113,580

(769,720
)
—

Other investing activities, net

—

6,413

(100,046
)
—

(93,633
)
Net cash provided by (used in) investing activities

(244,256
)
(161,988
)
593,144

(769,926
)
(583,026
)
Cash flows from financing activities:

Proceeds from bank borrowings and long-term debt

160,001

151

11,521

—

171,673

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

(278,632
)
(3,461
)
(8,137
)
—

(290,230
)
Payments for repurchases of ordinary shares

(208,208
)
—

—

—

(208,208
)
Net proceeds from issuance of ordinary shares

14,632

—

—

—

14,632

Financing cash flows from (to) affiliates

122,739

82,403

(975,050
)
769,908

—

Other financing activities, net

—

—

85,590

—

85,590

Net cash provided by (used in) financing activities

(189,468
)
79,093

(886,076
)
769,908

(226,543
)
Effect of exchange rates on cash and cash equivalents

(110
)
2,164

(10,758
)
—

(8,704
)
Net (decrease) increase in cash and cash equivalents

112,924

105,628

(30,768
)
—

187,784

Cash and cash equivalents, beginning of period

649,252

47,865

821,212

—

1,518,329

Cash and cash equivalents, end of period

$
762,176

$
153,493

$
790,444

$
—

$
1,706,113

~~Table of Contents~~

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

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

This report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words “expects,” “anticipates,” “believes,” “intends,” “plans” and similar expressions identify forward-looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-Q with the Securities and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those risks and uncertainties discussed in this section, as well as any risks and uncertainties discussed in Part II, Item 1A, “Risk Factors” of this report on Form 10-Q, and in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended March 31, ~~2013.~~2014. In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.

OVERVIEW

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

Our strategy is to provide customers with a full range of cost competitive, ~~vertically-integrated~~vertically integrated global supply chain solutions through which we can design, build, ship and service a complete packaged product for our OEM customers. This enables our OEM customers to leverage our supply chain solutions to meet their product requirements throughout the entire product life cycle.

During the recent years, we have seen an increased level of diversification by many companies, primarily in the technology sector. Some companies that have historically identified themselves as software providers, internet service providers or e-commerce retailers have started to enter the highly competitive and rapidly evolving hardware markets, such as mobile devices, home entertainment and wearable devices. This trend has resulted in a significant change in the manufacturing and supply chain solutions requirements of such companies. While the products have become more complex, the supply chain solutions required by such companies have become more customized and demanding, and it has changed the manufacturing and supply chain landscape significantly.

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

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

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margins for these programs will improve over time as the revenue increases due to increased ~~volumes.~~

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

~~Table of Contents~~control measures.

We are one of the world’s largest providers of global supply chain solutions, with revenues of ~~$19.4~~$6.6 billion for the ~~nine-month~~three-month period ended ~~December 31, 2013~~June 27, 2014 and ~~$23.6~~$26.1 billion in fiscal year ~~2013. As~~2014. We have established an extensive network of ~~December 31, 2013, our total~~ manufacturing ~~capacity was approximately 29.0 million square feet.~~facilities in the world’s major electronics markets (Asia, the Americas and Europe) in order to serve the growing outsourcing needs of both multinational and regional OEMs. We design, build, ship and service electronics products for our customers through a network of facilities in approximately 30 countries across four continents. As of June 27, 2014, our total manufacturing capacity was approximately 25.6 million square feet. The following tables set forth the relative percentages and dollar amounts of net sales and net property and equipment, by country, based on the location of our manufacturing sites:

	Three-Month Periods Ended								Nine-Month Periods Ended								Three-Month Periods Ended
Net sales:	December 31, 2013				December 31, 2012				December 31, 2013				December 31, 2012				June 27, 2014				June 28, 2013
	(In thousands)								(In thousands)								(In thousands)
China	$	3,130,580	44	%	$	2,281,133	37	%	$	7,779,161	40	%	$	6,320,074	35	%	$	2,550,230	38	%	$	2,135,041	37	%
Mexico	914,283		13	%	854,847		15	%	2,691,508		14	%	2,664,847		15	%	849,598		13	%	877,473		15	%
U.S	773,772		11	%	632,151		10	%	2,120,904		11	%	1,927,923		11	%	754,720		11	%	640,786		11	%
Brazil																	596,647		9	%	330,594		6	%
Malaysia	542,877		8	%	575,522		9	%	1,640,567		8	%	1,919,945		11	%	541,113		8	%	535,620		9	%
Brazil	460,736		6	%	291,861		5	%	1,180,285		6	%	820,519		4	%
Hungary																	240,469		4	%	248,301		4	%
Other	1,361,194		18	%	1,487,807		24	%	3,972,248		21	%	4,620,849		24	%	1,109,968		17	%	1,023,310		18	%
	$	7,183,442			$	6,123,321			$	19,384,673			$	18,274,157			$	6,642,745			$	5,791,125

	As of				As of				As of				As of
Property and equipment, net:	December 31, 2013				March 31, 2013				June 27, 2014				March 31, 2014
	(In thousands)								(In thousands)
China	$	1,024,211	43	%	$	855,032	39	%	$	895,657	40	%	$	941,850	41	%
U.S	375,567		16	%	245,590		11	%	362,608		16	%	362,199		16	%
Mexico	288,069		12	%	286,026		13	%	286,789		13	%	326,287		14	%
Malaysia	145,908		6	%	152,594		7	%	154,497		7	%	153,194		7	%
Hungary	107,372		4	%	113,173		5	%	101,269		4	%	103,266		5	%
Brazil									89,702		4	%	88,867		4	%
Other	439,584		19	%	522,173		25	%	364,142		16	%	312,993		13	%
	$	2,380,711			$	2,174,588			$	2,254,664			$	2,288,656

We believe that the combination of our extensive open innovation platform solutions, design and engineering services, advanced supply chain management solutions and services, significant scale and global presence, ~~end-to-end services, advanced supply chain management,~~ and industrial campuses in low-cost geographic areas provide us with a competitive advantage and strong differentiation in the market for designing, manufacturing and servicing electronics products for leading multinational and regional OEMs. Specifically, we have launched multiple product innovation centers ~~(PICs)~~(“PIC”) focused exclusively on offering our OEM customers the ability to simplify their global product development, manufacturing process, and after sales services, and enable them to ~~achieve meaningful~~meaningfully accelerate their time to market and cost savings.

Our operating results are affected by a number of factors, including the following:

· changes in the macro-economic environment and related changes in consumer demand;

· the mix of the manufacturing services we are providing, the number and size of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, shortages of components and other factors;

· the effects on our business when our customers are not successful in marketing their products, or when their products do not gain widespread commercial acceptance;

· our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our OEM customers;

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

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

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

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· our exposure to financially troubled customers;

· integration of acquired businesses and facilities;

~~Table of Contents~~

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

· changes in tax legislation.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. ~~GAAP~~GAAP” or “GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and assumptions.

Refer to the accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2013,~~2014, where we discuss our more significant judgments and estimates used in the preparation of the condensed consolidated financial statements.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain statements of operations data expressed as a percentage of net sales. The financial information and the discussion below should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this document. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our ~~2013~~2014 Annual Report on Form 10-K.

	Three-Month Periods Ended				Nine-Month Periods Ended				Three-Month Periods Ended
	December 31, 2013		December 31, 2012		December 31, 2013		December 31, 2012		June 27, 2014		June 28, 2013
Net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	94.5		94.4		94.3		94.2		94.3		94.6
Restructuring charges	—		1.6		0.2		0.5
Gross profit	5.5		4.0		5.5		5.3		5.7		5.4
Selling, general and administrative expenses	3.1		3.4		3.4		3.2		3.2		3.9
Intangible amortization	0.1		0.1		0.1		0.1		0.1		0.1
Restructuring charges	—		0.1		—		—
Interest and other, net	0.2		(0.3	)	0.2		(0.1	)	0.3		0.2
Income from continuing operations before income taxes	2.1		0.7		1.8		2.1
Provision for (benefit from) income taxes	0.1		(0.1	)	0.1		0.1
Income from continuing operations	2.0		0.8		1.7		2.0
Loss from discontinued operations, net of tax	—		(0.1	)	—		(0.1	)
Other charges (income), net									(0.7	)	0.1
Income before income taxes									2.8		1.1
Provision for income taxes									0.2		—
Net income	2.0	%	0.7	%	1.7	%	1.9	%	2.6	%	1.1	%

Net sales

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

	Three-Month Periods Ended								Nine-Month Periods Ended								Three-Month Periods Ended
Business groups:	December 31, 2013				December 31, 2012				December 31, 2013				December 31, 2012				June 27, 2014				June 28, 2013
	(In thousands)								(In thousands)								(In thousands)
High Velocity Solutions	$	2,829,520	39	%	$	1,801,653	29	%	$	6,473,499	33	%	$	5,184,291	28	%
Integrated Network Solutions	2,597,727		36	%	2,694,248		44	%	7,717,400		40	%	8,182,881		45	%	$	2,502,495	38	%		$	2,532,146	44	%
Consumer Technology Group																	2,160,134		33	%		1,546,483		27	%
Industrial & Emerging Industries	933,020		13	%	913,262		15	%	2,779,226		14	%	2,865,769		16	%	1,134,179		17	%		906,227		16	%
High Reliability Solutions	823,175		12	%	714,158		12	%	2,414,548		13	%	2,041,216		11	%	845,937		12	%		806,269		13	%
	$	7,183,442			$	6,123,321			$	19,384,673			$	18,274,157			$	6,642,745				$	5,791,125

Net sales during the three-month period ended June 27, 2014 totaled $6.6 billion. Sales increased by approximately $0.8 billion, or 14.7%, from $5.8 billion during the three-month period ended June 28, 2013. Revenue increased across all of our business groups,

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~~Net sales during the three-month~~except for INS, which experienced a marginal decrease year over year. Revenue from our CTG and ~~nine-month periods ended December 31, 2013 totaled $7.2~~IEI business groups increased by $0.6 billion and ~~$19.4~~$0.2 billion, respectively. Sales increased by approximately $1.1 billion, or 17.3% and 6.1%, from $6.1 billion and $18.3 billion during the three-month and nine-month periods ended December 31, 2012, respectively. The increase during the three-month period ended December 31, 2013 is primarily due to higher revenue from our HVS business group amounting to $1.0 billion. The increase during the nine-month period ended December 31, 2013 is due to higher revenue from our HVS and HRS business groups amounting to $1.3 billion and $0.4 billion, respectively, partially offset by lower revenue from our INS business group amounting to $0.5 billion. The increased revenue from our ~~HVS~~CTG business group is primarily as a result of our acquisition of certain manufacturing operations from Google’s Motorola Mobility LLC (Motorola) during the first quarter of fiscal 2014 ~~which were partially offset by revenue reductions due~~and the business ramping up during the mid to ~~our disengagement from a certain smart phone OEM during~~latter part of fiscal ~~2013 that contributed revenues amounting to $114.5 million and $818.3 million for the three-month and nine-month periods ended December 31, 2012, respectively.~~2014. The increase in revenue from our ~~HRS~~IEI business group is primarily attributable to our acquisition of Saturn Electronics and Engineering Inc. during the fourth quarter of fiscal 2013. The decrease in revenue from our INS business group during the nine-month period ended December 31, 2013 is primarily attributable to broad softnessan increase broadly across product categories, most notably in our ~~telecom~~semiconductor capital equipment and ~~connected home~~our household appliances businesses versus the prior ~~year.~~year period. For the three-month ~~and nine-month periods~~period ended ~~December 31, 2013,~~June 27, 2014, net sales increased ~~$0.8 billion and $1.1~~$0.4 billion in Asia, ~~$0.4 billion and $0.6~~$0.3 billion in the Americas ~~offset by decreases of~~and $0.1 billion ~~and $0.5 billion~~ in ~~Europe, respectively.~~Europe.

Our ten largest customers during the three-month period ended June 27, 2014 and ~~nine-month periods ended December 31,~~June 28, 2013 accounted for approximately ~~54.2%~~53% and ~~51.6%~~49% of net sales, respectively. Google (including Motorola) accounted for more than 10% of net sales during the three-month ~~and nine-month periods~~period ended ~~December 31, 2013. Our ten largest customers during the three-month and nine-month periods ended December 31, 2012 accounted for approximately 48.6% and 48.1% of net sales, respectively.~~June 27, 2014. No single customer accounted for greater than 10% of our net sales during the three-month ~~and nine-month periods~~period ended ~~December 31, 2012.~~June 28, 2013.

Gross profit

Gross profit is affected by a number of factors, including the number and size of new manufacturing programs, product mix, component costs and availability, product life cycles, unit volumes, pricing, competition, new product introductions, capacity utilization and the expansion and consolidation of manufacturing facilities. The flexible design of our manufacturing processes allows us to build a broad range of products in our facilities and better utilize our manufacturing capacity. ~~When~~In the cases of new programs, ~~are launched,~~ profitability normally lags revenue growth due to product start-up costs, lower manufacturing program volumes in the start-up phase, operational inefficiencies, and under-absorbed overhead. Gross margin for these programs often improves over time as manufacturing volumes increase, as our utilization rates and overhead absorption improve, and as we increase the level of manufacturing services content. As a result of these various factors, our gross margin varies from period to period.

Gross profit during the three-month period ended ~~December 31, 2013~~June 27, 2014 increased ~~$152.2~~$69.8 million to ~~$398.6~~$380.8 million, or ~~5.5%~~5.7% of net sales from ~~$246.5~~$311.0 million, or ~~4.0%~~5.4% of net sales, during the three-month period ended December 31, 2012. Gross profit during the nine-month period ended December 31, 2013 increased $107.5 million to $1.1 billion, or 5.5% of net sales from $970.6 million, or 5.3% of net sales, during the nine-month period ended December 31, 2012.June 28, 2013. Gross margins improved ~~150~~30 basis points in the three-month period ended ~~December 31, 2013~~June 28, 2014 compared to that of the three-month period ended ~~December 31, 2012~~June 28, 2013 primarily ~~due to the~~as a result of restructuring charges ~~amounting to $98.3~~of $35.1 million or ~~1.6%~~0.6% of net sales, included inas a component of cost of sales, in the third quarter of fiscal year 2013 and the realization of the associated reduced operating costs from the restructuring activities during the current period. Gross margins improved 20 basis points in the nine-month period ended December 31, 2013 compared to that of the nine-month period ended December 31, 2012 primarily due to the restructuring charges amounting to $35.1 million, or 0.2% of net sales, included in cost of sales in the first quarter of fiscal year 2014 compared to $98.3 million or 0.5% of net sales included in the nine-month period ended December 31, 2012, and the realization of the associated reduced operating costs from the restructuring activities during the current period.

~~Restructuring charges~~

In response to a challenging macroeconomic environment, we initiated certain restructuring activities during fiscal 2013 intended to improve our operational efficiencies by reducing excess workforce and capacity. The restructuring activities were targeted at rationalizing our global manufacturing capacity and infrastructure and will continue to result in a further shift of manufacturing capacity to locations with higher efficiencies. During the three-month period ended June 28, ~~2013, we recognized $40.8 million of pre-tax restructuring charges, of which $1.9 million were non-cash charges related to asset impairment charges. There were no restructuring charges incurred since~~2013. Gross profit for the first quarter of fiscal ~~2014. The restructuring charges by geographic region amounted to approximately $21.3 million in Asia, $13.6 million~~2015 reflects an increase in the ~~Americas and $5.9 million in Europe. We expect these restructuring activities will allow for potential savings through reduced employee expenses and~~relative percentage of revenue from our CTG business group, which generally yields lower operating costs. As of December 31, 2013, accrued costs related to restructuring charges incurred but not paid were approximately $52.6 million, of which $45.8 million was classified as a current obligation.

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~~Refer to note 12 to the condensed consolidated financial statements for further discussion of~~margins than our ~~restructuring activities.~~other business groups.

Selling, general and administrative expenses

Selling, general and administrative expenses (“SG&A”) amounted to ~~$224.6~~$209.3 million, or ~~3.1%~~3.2% of net sales, during the three-month period ended ~~December 31, 2013, increasing $17.4~~June 27, 2014, decreasing $14.3 million from ~~$207.2~~$223.6 million, or ~~3.4%~~3.9% of net sales, during the three-month period ended December 31, 2012. SG&A was $661.1 million, or 3.4% of net sales, during the nine-month period ended December 31, 2013, increasing $71.3 million from $589.8 million, or 3.2% of net sales, during the nine-month period ended December 31, 2012.June 28, 2013. Our SG&A expenses ~~increased~~in dollar and percentage of revenue terms decreased in the current year period primarily as a result of ~~acquisitions, investments~~certain cost reduction and rationalization measures that we undertook in ~~our supply chain solutions, enhancement~~the prior fiscal year.

Intangible amortization

Amortization of ~~our selling and business development activities and incremental corporate infrastructure to support the increasing complexities of our business. SG&A expenses as a percentage of net sales~~intangible assets decreased by $1.3 million during the three-month period ended ~~December 31, 2013 compared~~June 27, 2014 to $6.9 million from $8.2 million for the three-month period ended ~~December 31, 2012~~June 28, 2013 primarily due to the ~~combination~~use of ~~higher quarterly revenues and~~ the ~~fixed nature~~accelerated method of ~~some of our SG&A expenses that are not directly driven by revenue generating activities.~~amortization for certain customer-related intangibles, which results in decreasing expense over time. Certain high value intangible assets were fully amortized during fiscal 2014, resulting in lower amortization expense during the three-month period ended June 27, 2014.

Interest and other, net

Interest and other, net was ~~$14.7~~$18.6 million ~~of expense~~ during the three-month period ended ~~December 31, 2013~~June 27, 2014 compared to ~~$17.1~~$12.6 million ~~of income~~ during the three-month period ended ~~December 31, 2012.~~June 28, 2013. The increase in interest and other, net ~~expense~~ of ~~$31.8~~$6.0 million was primarily ~~as a result~~due to losses in the current period on the revaluation of ~~a gain~~the renminbi (“RMB”) denominated net asset positions of ~~$41.8~~our U.S. dollar functional currency sites based in China due to the strengthening of the U.S. dollar against the RMB.

Refer to note 5 to the condensed consolidated financial statements for further discussion of our interest and other, net activities.

Other charges (income), net

Other charges (income), net was $44.0 million ~~recognized~~of other income, net during the three-month period ended ~~December 31, 2012~~June 27, 2014 principally as a result of the reversal of a contractual obligation with a certain customer recognized during the fourth quarter of fiscal 2014 in the amount of $55.0 million. We executed an amendment to the customer contract during the current fiscal quarter which removed the

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commitment. This was partially offset by an $11.0 million loss in connection with the ~~fair value adjustment of warrants to purchase common shares~~disposition of a ~~supplier, which was partially offset by impairment charges on investments and a loss from the sale of an investment recognized during~~certain manufacturing facility in western Europe.

During the three-month period ended ~~December 31, 2012.~~

~~Interest and other, net was $48.0~~June 28, 2013, we recognized a loss of $7.1 million ~~of expense during the nine-month period ended~~ December 31, 2013 compared to $16.8 million of income during the nine-month period ended December 31, 2012. The increase of $64.8 million was due to the gain recognized during the nine-month period ended December 31, 2012 relating to the ~~fair value adjustment~~exercise of ~~warrants described above.~~a warrant to purchase shares of a certain supplier and sale of the underlying shares for total proceeds of $67.3 million.

Income taxes

Certain of our subsidiaries have, at various times, been granted tax relief in their respective countries, resulting in lower income taxes than would otherwise be the case under ordinary tax rates. Refer to note ~~11,~~13, “Income Taxes,” of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2013~~2014 for further discussion.

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

The consolidated effective tax rate ~~remained relatively consistent at 5.6%~~was 8.4% and ~~5.4%~~0.5% for ~~nine-month~~three-month periods ended ~~December 31,~~June 27, 2014 and June 28, 2013, ~~and December 31, 2012,~~ respectively, and varies from the Singapore statutory rate of 17.0% as a result of ~~the amount~~recognition of earnings ~~from~~in different jurisdictions, operating loss carryforwards, income tax credits, ~~changes in~~ previously established valuation allowances for deferred tax assets, ~~based upon our current analysis of the realizability of these deferred tax assets, changes in~~ liabilities for uncertain tax positions, as well as the effect of certain tax holidays and incentives granted to our subsidiaries primarily in China, Malaysia ~~Israel,~~ and ~~Singapore.~~Israel. We generate most of our revenues and profits from operations outside of Singapore. We currently do not anticipate a significant impact to our fiscal year ~~2014~~2015 effective rate as a result of changes to the mix in revenues and operating profits between taxing jurisdictions. The effective tax rate for the three-month period ended June 27, 2014 is higher than the effective tax rate for the three-month period ended June 28, 2013 since the current quarter includes $55.0 million of other income from the reversal of the contractual obligation discussed above with no associated tax expense, and the three-month period ended June 28, 2013 included a net decrease of $8.6 million in liabilities for uncertain tax positions.

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

LIQUIDITY AND CAPITAL RESOURCES

As of ~~December 31, 2013,~~June 27, 2014, we had cash and cash equivalents of approximately ~~$1.6~~$1.3 billion and bank and other borrowings of approximately $2.1 billion. We also have a $1.5 billion revolving credit facility that expires in ~~October 2016~~March 2019, under which there were no borrowings outstanding as of the end of the quarter. As of ~~December 31, 2013,~~June 27, 2014, we were in compliance with the covenants under each of our existing credit facilities and ~~indenture.~~indentures.

Cash ~~provided by~~used in operating activities was ~~$1.1 billion~~$81.2 million during the ~~nine-month~~three-month period ended ~~December 31, 2013.~~June 27, 2014. This resulted primarily from ~~$322.6~~$173.9 million of net income for the period ~~adjusted to exclude approximately $345.0~~plus $121.5 million of ~~net~~ non-cash

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~~expenses for~~ charges such as depreciation, amortization, and other impairment charges, ~~and $450.6~~offset by $376.6 million from changes in our operating assets and ~~liabilities. Net~~liabilities, which was predominantly related to reductions in customer deposits that were received in prior periods to support increased working capital ~~(“NWC”), defined as net accounts receivable plus inventory less accounts payable increased by $260.9 million primarily to support the increase~~requirements in our customers’ forecasted business levels. The cash outflows to support NWC were offset by approximately $700.0 million of cash received from certain customers as advances during the period. In certain instances the level of inventory reduction or consumption was lower than expected causing an increase to inventory. In response, we worked with these customers to fund the elevated inventory balances we held on their behalf. We have recorded these advances as other current liabilities in the condensed consolidated balance sheet as of December 31, 2013 and expect these amounts to decrease as we produce or sell the associated inventory in the future. This will have a neutral impact on cash flows.those periods.

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

	Three-Month Periods Ended
	June 27, 2014	March 31, 2014	December 31, 2013	September 27, 2013	June 28, 2013
~~March 31,~~ ~~2013~~	~~December 31,~~ ~~2012~~
Days in trade accounts receivable	45 days	42 days	38 days	42 days	43 days
46Days in inventory	52 days	4254 days
~~Days in inventory~~	53 days	53 days	49 days
50Days in accounts payable	69 days	4770 days
~~Days in accounts payable~~	68 days	71 days	67 days
70Cash conversion cycle	28 days	6526 days
~~Cash conversion cycle~~	23 days	24 days	25 ~~days~~	~~26 days~~	24 days

Days in trade accounts receivable was calculated as average accounts receivable for the current and prior quarters, adding back the reduction in accounts receivable resulting from non-cash accounts receivable sales, divided by annualized sales for the current quarter by day. During the three-month period ended ~~December 31, 2013,~~June 27, 2014, days in trade accounts receivable ~~decreased~~increased by 42 days to 3845 days compared to the three-month periods ended ~~September 27,~~June 28, 2013 ~~and December 31, 2012~~ largely due to the ~~increase in sales~~timing of ~~our accounts receivable balances combined with increase in sales in our HVS business group that generally carry shorter payment terms than~~invoicing customers during the ~~Company average.~~current period. Non-cash accounts receivable sales or deferred purchase price receivables ~~which are added back to accounts receivable in~~included for the purposes of the calculation ~~of days in trade receivables~~ were $463.1 million, $470.9 million, $528.8 million, $558.3 million ~~$420.9 million, $412.4 million,~~ and ~~$462.0~~$420.9 million for the quarters ended June 27, 2014, March 31, 2014, December 31, 2013, September 27, 2013 and June 28, 2013, ~~March 31, 2013, and December 31, 2012,~~ respectively. Deferred purchase price receivables are recorded in other

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current assets in the condensed consolidated balance sheets. For further information regarding deferred purchase price receivables see note 109 to the condensed consolidated financial statements.

Days in inventory was calculated as the average inventory for the current and prior quarters divided by annualized cost of sales for the respective quarter by day. Days in inventory ~~remained consistent at 53~~increased by 3 days to 52 days during the three-month period ~~December 31, 2013 and September~~June 27, ~~2013, and increased by 6 days to 53 days,~~2014, compared to the three-month period ended ~~December 31, 2012.~~June 28, 2013. The increase was primarily as a result of the positioning of raw material inventory to support ~~the production ramp of~~increased operations driven from several programs launched in the ~~current~~latter part of last fiscal ~~year and also due to increased levels of inventory that we held as of December 31, 2013 on behalf of certain customers, as discussed in the operating cash flow section above.~~year.

Days in accounts payable was calculated as the average accounts payable for the current and prior quarters divided by annualized cost of sales for the respective quarter by day. During the three-month period ended ~~December 31, 2013,~~June 27, 2014, days in accounts payable ~~decreased~~increased by 32 days to 6869 days compared to the three-month period ended ~~September 27,~~June 28, 2013 primarily due to timing of payments and the increase in cost of sales associated with our current quarter. During the three-month period ended December 31, 2013, days in accounts payable increased by 3 days to 68 days compared to the three-month period ended December 31, 2012 primarily due to timing of payments and the increase in inventory purchases as explained above.

Our cash conversion cycle was calculated as the sum of days of inventory and days of accounts receivables outstanding less days payable ~~outstanding in accounts payable.~~outstanding. During the three-month period ended ~~December 31, 2013,~~June 27, 2014, our cash conversion cycle ~~decreased~~increased by ~~1 day~~3 days to 2328 days compared to the three-month period ended ~~December 31, 2012,~~June 28, 2013, due to the factors for each of the components in the calculation discussed above.

Cash used by investing activities amounted to ~~$706.7~~$99.9 million during the ~~nine-month~~three-month period ended ~~December 31, 2013.~~June 27, 2014. This resulted primarily from ~~$461.2~~$72.9 million in net capital expenditures for property and equipment to support certain programs and the ~~payment~~purchase of ~~$238.0 million towards the acquisition of four businesses completed during the nine-month period ended December 31, 2013.~~rights to use certain injection molding technologies amounting to $10.0 million.

We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments, fund acquisitions, repurchase company shares and for certain other activities. Our free cash flow ~~which~~ is calculated as cash ~~provided by~~from operations less net purchases of property and ~~equipment,~~equipment. Our free cash flows for the three-month period ended June 27, 2014 was

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~~$657.2~~$154.1 million compared to positive free cash flows of $57.2 million for the ~~nine-month~~three-month period ended ~~December 31, 2013 compared to $678.0 million for the nine-month period ended December 31, 2012.~~June 28, 2013. Free cash flow is not a measure of liquidity under ~~generally accepted accounting principles in the United States,~~U.S. GAAP, and may not be defined and calculated by other companies in the same manner. Free cash flow should not be considered in isolation or as an alternative to net cash provided by operating activities. Free cash flows reconcile to the most directly comparable GAAP financial measure of cash flows from operations as follows:

	Nine-Month Periods Ended						Three-Month Periods Ended
	December 31, 2013			December 31, 2012			June 27, 2014			June 28, 2013
	(In thousands)						(In thousands)
Net cash provided by operating activities	$	1,118,307		$	1,006,057
Net cash provided by (used in) operating activities							$	(81,169	)	$	198,576
Purchases of property and equipment	(526,026		)	(377,901		)	(87,101		)	(144,737		)
Proceeds from the disposition of property and equipment	64,873			49,819			14,184			3,364
Free cash flow	$	657,154		$	677,975		$	(154,086	)	$	57,203

Cash used in financing activities was ~~$355.4~~$70.2 million during the ~~nine-month~~three-month period ended ~~December 31, 2013,~~June 27, 2014, which was primarily the result of cash paid ~~of $362.7 million related to~~for the repurchase of our ordinary shares ~~and net repayments~~in the amount of ~~debt of $60.1~~$105.6 million partially offset by net proceeds from bank borrowings of $25.8 million and proceeds from the issuance of ~~Company~~our shares for ~~options~~option exercises amounting to ~~$21.1 million and cash inflows from other financing activities amounting to $46.3~~$9.3 million. Included in other financing activities is an amount of $33.8 million received from a third party for the non-controlling interest in one of our subsidiaries as further discussed in note 5 to the condensed consolidated financial statements. During the nine-month period ended December 31, 2013, we entered in to a new Term Loan agreement under which we borrowed $600.0 million and used the entire proceeds to repay our Asia term loans, our term loan due in October 2014 and part of the term loan due in October 2016.

Our cash balances are held in numerous locations throughout the world. Liquidity is affected by many factors, some of which are based on normal ongoing operations of the business and some of which arise from fluctuations related to global economics and markets. Local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances; however, any current restrictions are not material. We do not currently expect such regulations and restrictions to impact our ability to pay vendors and conduct operations throughout the global organization. We believe that our existing cash balances, together with anticipated cash flows from operations and borrowings available under our credit facilities, will be sufficient to fund our operations through at least the next twelve months. As of ~~December 31, 2013~~June 27, 2014 and March 31, ~~2013, a significant amount~~2014, over half of our cash and cash equivalents was held by foreign subsidiaries outside of Singapore. Although substantially all of the amounts held outside of Singapore could be repatriated, under current laws, a significant amount could be subject to income tax withholdings. We provide for tax liabilities on these amounts for financial statement purposes, except for certain of our foreign earnings that are considered indefinitely reinvested outside of Singapore (approximately ~~$457.7~~$779.0 million as of March 31, ~~2013)~~2014). Repatriation could result in an additional income tax payment, however, our intent is to permanently reinvest these funds outside of Singapore and our current plans do not demonstrate a need to repatriate them to fund our ~~operations.~~operations in jurisdictions outside of where they are held. Where local restrictions prevent an efficient

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intercompany transfer of funds, our intent is that cash balances would remain outside of Singapore and we would meet our liquidity needs through ongoing cash flows, external borrowings, or both.

Future liquidity needs will depend on fluctuations in levels of inventory, accounts receivable and accounts payable, the timing of capital expenditures for new equipment, the extent to which we utilize operating leases for new facilities and equipment, and the levels of shipments and changes in the volumes of customer orders.

Historically, we have funded operations from cash and cash equivalents generated from operations, proceeds from public offerings of equity and debt securities, bank debt and lease financings. We also sell a designated pool of trade receivables under asset-backed securitization programs and sell certain trade receivables, which are in addition to the trade receivables sold in connection with these securitization agreements.

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

The sale or issuance of equity or convertible debt securities could result in dilution to current shareholders. Further, we may issue debt securities that have rights and privileges senior to those of holders of ordinary shares, and the terms of this debt could impose restrictions on operations and could increase debt service obligations. This increased indebtedness could limit our flexibility as a result of debt service requirements and restrictive covenants, potentially affect our credit ratings, and may limit our ability to access additional capital or execute our business strategy. Any downgrades in credit ratings could adversely affect our ability to borrow as a result of more restrictive borrowing terms. We continue to assess our capital structure and evaluate the merits of redeploying available cash to reduce existing debt or repurchase ordinary shares.

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

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~~requirements of the Singapore Companies Act.~~ During the ~~nine-month~~three-month period ended ~~December 31, 2013,~~June 27, 2014, the Company paid ~~$362.7~~$105.6 million to repurchase shares at an average price of ~~$7.70~~$9.69 per share. As of June 27, 2014, we have approximately 26.5 million shares available to be repurchased under this plan. We will request shareholder approval for the new program to repurchase our shares at our upcoming Extraordinary General Meeting to be held on August 28, 2014.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Information regarding our long-term debt payments, operating lease payments, capital lease payments and other commitments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on our Form 10-K for the fiscal year ended March 31, ~~2013.~~2014. There have been no material changes in our contractual obligations and commitments since March 31, ~~2013~~2014, except for the ~~following changes to our debt obligations.~~

~~On August 30, 2013, we entered into~~reversal of a ~~$600~~contractual obligation during the three-month period ended June 27, 2014 with a certain customer that was recognized during the fourth quarter of fiscal 2014 in the amount of $55.0 million ~~new term loan agreement maturing~~discussed in ~~August 2018. Refer to~~ note 6 ofto the ~~notes to our~~ condensed consolidated financial ~~statements for additional details on this term loan.~~statements.

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

Less Than

Greater Than

Total

1 Year

1 - 3 Years

4 - 5 Years

5 Years

(In thousands)
Long-Term Debt Obligations:

Long-term debt

$
2,067,627

$
90,063

$
96,535

$
328,692

$
1,552,337

Interest on long-term debt obligations

482,257

65,285

136,065

114,788

166,119

Total long-term debt obligations

$
2,549,884

$
155,348

$
232,600

$
443,480

$
1,718,456

OFF-BALANCE SHEET ARRANGEMENTS

We sell designated pools of trade receivables to unaffiliated financial institutions under our ABS programs, and in addition to cash, we receive a deferred purchase price receivable for each pool of the receivables sold. Each of these deferred purchase price receivables serves as additional credit support to the financial institutions and is recorded at its estimated fair value. As of ~~December 31, 2013~~June 27, 2014 and March 31, ~~2013,~~2014, the fair ~~value~~values of our deferred purchase price receivable ~~was~~were approximately ~~$528.8~~$463.1 million and ~~$412.4~~$470.9 million, respectively. As of ~~December 31, 2013~~June 27, 2014 and March 31, ~~2013,~~2014, the outstanding ~~balance~~balances on receivables sold for cash ~~was~~were $1.2 billion and ~~$720.5 million,~~$1.1 billion, respectively, under all our accounts receivable sales programs, which are not included in our condensed consolidated balance sheets. For further information see note 109 of our notes to the condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in our exposure to market risks for changes in interest and foreign currency exchange rates for the ~~nine-month~~three-month period ended ~~December 31, 2013~~June 27, 2014 as compared to the fiscal year ended March 31, ~~2013.~~2014.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of ~~December 31, 2013,~~June 27, 2014, the end of the quarterly fiscal period covered by this quarterly report. Based on that evaluation, our Chief

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Executive Officer and Chief Financial Officer concluded that, as of ~~December 31, 2013,~~June 27, 2014, such disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during our ~~third~~first quarter of fiscal year ~~2014~~2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

~~Table of Contents~~

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of our material legal proceedings, see note 1412 “Commitments and Contingencies” in the ~~Notes~~notes to the condensed consolidated financial statements, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, ~~2013,~~2014, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be not material also may materially and adversely affect our business, financial condition and/or operating results.

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

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of our ordinary shares made by us for the period from ~~September 28, 2013~~April 1, 2014 through ~~December 31, 2013:~~June 27, 2014:

Total Number of Shares

Approximate Dollar Value

Total Number

Average Price

Purchased as Part of

of Shares that May Yet

of Shares

Paid per

Publicly Announced

Be Purchased Under the

Period

Purchased (1) (2)

Share (2)

Plans or Programs (2)

Plans or Programs (2)

September 28 - November 1, 2013

—

$
—

—

$
504,208,634

November 2 - November 29, 2013

1,233,400

$
7.65

1,233,400

$
413,702,475

November 30 - December 31, 2013

4,642,818

$
7.54

4,642,818

$
372,673,494

Total

5,876,218

5,876,218

				Total Number of Shares	Approximate Dollar Value
	Total Number	Average Price		Purchased as Part of	of Shares that May Yet
	of Shares	Paid per		Publicly Announced	Be Purchased Under the
Period	Purchased (1) (2)	Share (2)		Plans or Programs (2)	Plans or Programs (2)
April 1 - May 2, 2014	3,971,294	$	9.31	3,971,294	$	307,446,674
May 3 - May 30, 2014	5,049,806	$	9.60	5,049,806	$	268,546,395
May 31 - June 27, 2014	1,506,243	$	11.02	1,506,243	$	291,630,964
Total	10,527,343			10,527,343

(1) During the period from ~~September 28, 2013~~April 1, 2014 through ~~December 31, 2013,~~June 27, 2014, all purchases were made pursuant to the program discussed below in open market transactions. All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.

(2) On July 24, 2013, our Board of Directors authorized the repurchase of up to 10% of our outstanding ordinary shares which was subsequently approved by our shareholders at the Extraordinary General Meeting held on July 29, 2013. ~~During the three-month period ended December 31, 2013~~As of June 27, 2014, we ~~repurchased 5.9~~had 26.5 million shares ~~for an aggregate purchase price of $44.4 million.~~

On September 30, 2013, the Singapore Companies Act was amended to authorize companies incorporated in Singapore to repurchase up to 20% of their shares outstanding as of the most recent shareholder approval date, subject to requirements of the Singapore Companies Act. The amount available to be repurchased under the plan with an approximate dollar value of $291.6 million at an assumed average price of $11.02 per ~~the table above does not reflect this incremental 10%, which was approved by the Company’s shareholders but has not been approved by the Company’s Board~~share.

Table of ~~Directors.~~Contents

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibits — See Index to Exhibits below.

3430

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FLEXTRONICS INTERNATIONAL LTD.
	(Registrant)


	/s/ Michael M. McNamara
	Michael M. McNamara
	Chief Executive Officer
	(Principal Executive Officer)

Date: ~~January 31,~~July 28, 2014
	/s/ Christopher Collier
	Christopher Collier
	Chief Financial Officer
	(Principal Financial Officer)

Date: ~~January 31,~~July 28, 2014

3531

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EXHIBIT INDEX

Exhibit No.		Exhibit
4.01		Amendment No. 1 dated May 21, 2014 to the Term Loan Agreement, dated as of August 30, 2013, among Flextronics International Ltd., as Borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, Lead Arranger and Bookrunner, and the other Lenders party thereto
10.01		Award Agreement under the 2010 Deferred Compensation Plan
15.01		Letter in lieu of consent of Deloitte & Touche LLP.
31.01		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.02		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* This exhibit is furnished with this Quarterly Report on Form 10-Q, is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of Flextronics International Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

3632

2 Changi South Lane,
Singapore		486123
(Address of registrant’s principal executive offices)		(Zip Code)

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Class		Outstanding at ~~January 24,~~July 22, 2014

Ordinary Shares, No Par Value		~~602,407,232~~588,158,853

		Page
	PART I. FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3
	Report of Independent Registered Public Accounting Firm	3
	Condensed Consolidated Balance Sheets (unaudited) — ~~December 31, 2013~~June 27, 2014 and March 31, ~~2013~~2014	4
	Condensed Consolidated Statements of Operations (unaudited) — Three-Month ~~and Nine-Month~~ Periods Ended ~~December 31,~~June 27, 2014 and June 28, 2013 ~~and December 31, 2012~~	5
	Condensed Consolidated Statements of Comprehensive Income (unaudited) — Three-Month ~~and Nine-Month~~ Periods Ended ~~December 31,~~June 27, 2014 and June 28, 2013 ~~and December 31, 2012~~	6
	Condensed Consolidated Statements of Cash Flows (unaudited) — ~~Nine-Month~~Three-Month Periods Ended ~~December 31,~~June 27, 2014 and June 28, 2013 ~~and December 31, 2012~~	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2622
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3328
Item 4.	Controls and Procedures	3328

	PART II. OTHER INFORMATION	34

Item 1.	Legal Proceedings	3429
Item 1A.	Risk Factors	3429
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3429
Item 3.	Defaults Upon Senior Securities	3430
Item 4.	Mine Safety Disclosures	3430
Item 5.	Other Information	3430
Item 6.	Exhibits	3430
Signatures		3531

				Long-Lived			Other
	Severance			Asset Impairment			Exit Costs			Total
	(In thousands)
Balance as of March 31, 2013	$	83,689		$	—		$	14,211		$	97,900
Provision for charges incurred in first quarter of fiscal year 2014	32,167			1,900			6,693			40,760
Cash payments for charges incurred in fiscal year 2014 and 2013	(21,523		)	—			(2,872		)	(24,395		)
Cash payments for charges incurred in fiscal year 2010 and prior	(236		)	—			(1,164		)	(1,400		)
Non-cash charges incurred in first quarter of fiscal year 2014	—			(1,900		)	—			(1,900		)
Balance as of June 28, 2013	94,097			—			16,868			110,965
Cash payments for charges incurred in fiscal year 2014 and 2013	(40,209		)	—			(4,717		)	(44,926		)
Cash payments for charges incurred in fiscal year 2010 and prior	(335		)	—			(277		)	(612		)
Balance as of September 27, 2013	53,553			—			11,874			65,427
Cash payments for charges incurred in fiscal year 2014 and 2013	(9,312		)	—			(3,178		)	(12,490		)
Cash payments for charges incurred in fiscal year 2010 and prior	(153		)	—			(194		)	(347		)
Balance as of December 31, 2013	44,088			—			8,502			52,590
Less: current portion (classified as other current liabilities)	40,265			—			5,563			45,828
Accrued restructuring costs, net of current portion (classified as other liabilities)	$	3,823		$	—		$	2,939		$	6,762

	Three-Month Periods Ended			Nine-Month Periods Ended
	December 31, 2012			December 31, 2012
	(In thousands)
Net sales	$	8,581		$	40,593
Cost of sales	8,487			42,793
Gross profit (loss)	94			(2,200		)
Selling, general and administrative expenses	3			1,930
Intangibles amortization	—			11,000
Interest and other, net	7,333			11,280
Loss before income taxes	(7,242		)	(26,410		)
Provision for (benefit from) income taxes	6			(959		)
Net loss of discontinued operations	$	(7,248	)	$	(25,451	)

			Less Than						Greater Than
	Total		1 Year		1 - 3 Years		4 - 5 Years		5 Years
	(In thousands)
Long-Term Debt Obligations:
Long-term debt	$	2,067,627	$	90,063	$	96,535	$	328,692	$	1,552,337
Interest on long-term debt obligations	482,257		65,285		136,065		114,788		166,119
Total long-term debt obligations	$	2,549,884	$	155,348	$	232,600	$	443,480	$	1,718,456