UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2018
Or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-23354
FLEX LTD.
(Exact name of registrant as specified in its charter)
Singapore
(State or other jurisdiction of
incorporation or organization)
|
|
Not Applicable
(I.R.S. Employer Identification No.)
|
|
|
|
2 Changi South Lane,
Singapore
(Address of registrants principal executive offices)
|
|
486123
(Zip Code)
|
Registrants telephone number, including area code
(65) 6876-9899
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Ordinary Shares, No Par Value
|
|
The Nasdaq Global Select Market
|
Securities registered pursuant to Section 12(g) of the Act
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
x
No
o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
o
No
x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
As of September 29, 2017, the aggregate market value of the Companys ordinary shares held by non-affiliates of the registrant was approximately $8.8 billion based upon the closing sale price as reported on the Nasdaq Global Select Market.
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.
Class
|
|
Outstanding at June 8, 2018
|
Ordinary Shares, No Par Value
|
|
528,282,247
|
DOCUMENTS INCORPORATED BY REFERENCE
Document
|
|
Parts into Which Incorporated
|
Proxy Statement to be delivered to shareholders in connection with the Registrants 2018 Annual General Meeting of Shareholders
|
|
Part III
|
EXPLANATORY NOTE
Flex Ltd. (the Company) is filing this Amendment No. 1 on Form 10-K/A (this Amendment No. 1) to amend the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2018 (the Original Form 10-K) filed with the Securities and Exchange Commission on June 14, 2018 (the Original Filing Date). The sole purpose of this Amendment No. 1 is to correct an omission in Exhibit 23.01 to the Original Form 10-K, which inadvertently omitted a reference to Registration Statement No. 333-222773 on Form S-3.
Except as described above, this Amendment No. 1 does not modify, amend or update in any way the financial or other information contained in the Original Form 10-K, and this Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new certifications by the Registrants principal executive officer and principal financial officer pursuant to Rule 13a-14(a) under the Exchange Act are being filed as Exhibits 31.03 and 31.04 to this Amendment No. 1. Paragraphs 3, 4 and 5 of the certifications have been omitted because this Amendment No. 1 does not contain any financial statements nor does it contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K.
2
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
Filed
|
Exhibit No.
|
|
Exhibit
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
Herewith
|
10.25
|
|
Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for certain executive fiscal year 2015 performance-based awards
|
|
10-Q
|
|
000-23354
|
|
10/30/2014
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
Description of Annual Incentive Bonus Plan for Fiscal 2018
|
|
10-Q
|
|
000-23354
|
|
8/1/2017
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
Description of Performance Long Term Incentive Plan for Fiscal 2018
|
|
10-Q
|
|
000-23354
|
|
8/1/2017
|
|
10.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
NEXTracker Inc. 2014 Equity Incentive Plan
|
|
S-8
|
|
333-207325
|
|
10/7/2015
|
|
99.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
Form of Elementum Holding Ltd. Restricted Share Purchase Agreement
|
|
10-Q
|
|
000-23354
|
|
10/26/2015
|
|
10.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
BrightBox Technologies, Inc. 2013 Stock Incentive Plan
|
|
S-8
|
|
333-212267
|
|
6/27/2016
|
|
99.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.01
|
|
Subsidiaries of Registrant
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
21.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.01
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.01
|
|
Power of Attorney
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
24.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.01
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
31.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.02
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
31.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.03
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.04
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.01
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350*
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
32.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
101.INS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Scheme Document
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
101.SCH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
101.CAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
101.DEF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
101.LAB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
10-K
|
|
000-23354
|
|
6/14/2018
|
|
101.PRE
|
|
|
*
This exhibit was previously furnished with the Original Form 10-K, is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of Flex 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 of the Original Form 10-K and irrespective of any general incorporation language contained in such filing.
Management contract, compensatory plan or arrangement.
6