Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Exhibit | Form | File No. | Filing Date | Exhibit No. | Filed Herewith | ||||||
| 3.01 | Constitution of the Registrant (incorporating all amendments as at August 20, 2019) | 10-Q | 000-23354 | 10/30/2019 | 3.01 | |||||||
| 4.01 | Indenture, dated as of February 20, 2013, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the Registrant's 5.000% Notes due 2023 | 8-K | 000-23354 | 2/22/2013 | 4.1 | |||||||
| 4.02 | Form of 5.000% Note due 2023 | 8-K | 000-23354 | 2/22/2013 | 4.1 | |||||||
| 4.03 | First Supplemental Indenture, dated as of March 28, 2013, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the Registrant's 5.000% Notes due 2023 | 10-K | 000-23354 | 5/28/2013 | 4.11 | |||||||
| 4.04 | Second Supplemental Indenture, dated as of August 25, 2014, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the Registrant's 5.000% Notes due 2023 | 10-Q | 000-23354 | 10/30/2014 | 4.01 | |||||||
| 4.05 | Third Supplemental Indenture, dated as of September 11, 2015, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Registrant’s 5.000% Notes due 2023 | S-4 | 333-207067 | 9/22/2015 | 4.11 |
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Exhibit | Form | File No. | Filing Date | Exhibit No. | Filed Herewith | ||||||
| 4.06 | Indenture, dated as of June 8, 2015, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee | 8-K | 000-23354 | 6/8/2015 | 4.1 | |||||||
| 4.07 | Form of 4.750% Note due 2025 | 8-K | 000-23354 | 6/8/2015 | 4.1 | |||||||
| 4.08 | First Supplemental Indenture, dated as of September 11, 2015, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Registrant’s 4.750% Notes due 2025 | S-4 | 333-207067 | 9/22/2015 | 4.04 | |||||||
| 4.09 | Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee | 8-K | 000-23354 | 6/6/2019 | 4.1 | |||||||
| 4.10 | First Supplemental Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee | 8-K | 000-23354 | 6/6/2019 | 4.2 | |||||||
| 4.11 | Form of 4.875% Global Note due 2029 (included in Exhibit 4.10) | 8-K | 000-23354 | 6/6/2019 | 4.3 | |||||||
| 4.12 | Second Supplemental Indenture, dated as of November 7, 2019, by and between the Company and U.S. Bank National Association, as trustee | 8-K | 000-23354 | 11/7/2019 | 4.3 | |||||||
| 4.13 | Form of 4.875% Global Note due 2029 (included in Exhibit 4.12) | 8-K | 000-23354 | 11/7/2019 | 4.4 | |||||||
| 4.14 | Description of Registrant's Securities | X | ||||||||||
| 10.01 | Credit Agreement, dated as of June 30, 2017, among Flex Ltd. and certain of its subsidiaries, from time to time party thereto, as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto | 8-K | 000-23354 | 6/30/2017 | 10.01 | |||||||
| 10.02 | First Amendment to Credit Agreement, dated as of January 28, 2020 among Flex Ltd., the lenders party thereto, and Bank of America, N.A., as Administrative Agent | X | ||||||||||
| 10.03 | Form of Indemnification Agreement between the Registrant and its Directors and certain officers† | 10-K | 000-23354 | 5/20/2009 | 10.01 | |||||||
| 10.04 | Form of Indemnification Agreement between Flextronics Corporation and Directors and certain officers of the Registrant† | 10-K | 000-23354 | 5/20/2009 | 10.02 | |||||||
| 10.05 | Flex Ltd. 2010 Equity Incentive Plan† | 8-K | 000-23354 | 7/28/2010 | 10.01 | |||||||
| 10.06 | Form of Share Option Award Agreement under 2010 Equity Incentive Plan† | 10-Q | 000-23354 | 8/5/2010 | 10.02 | |||||||
| 10.07 | Flex Ltd. 2017 Equity Incentive Plan† | DEF 14A | 000-23354 | 7/5/2017 | Annex A | |||||||
| 10.08 | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for time-based vesting awards† | 10-Q | 000-23354 | 10/30/2017 | 10.05 | |||||||
| 10.09 | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for performance-based vesting awards† | 10-Q | 000-23354 | 10/30/2017 | 10.06 | |||||||
| 10.10 | Flextronics International USA, Inc. Third Amended and Restated 2005 Senior Management Deferred Compensation Plan† | 10-Q | 000-23354 | 2/6/2009 | 10.02 |
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Exhibit | Form | File No. | Filing Date | Exhibit No. | Filed Herewith | ||||||
| 10.11 | Flextronics International USA, Inc. Third Amended and Restated Senior Executive Deferred Compensation Plan† | 10-Q | 000-23354 | 2/6/2009 | 10.01 | |||||||
| 10.12 | Summary of Directors' Compensation† | 10-Q | 000.23354 | 10/30/2017 | 10.02 | |||||||
| 10.13 | Executive Incentive Compensation Recoupment Policy† | 10-Q | 000-23354 | 8/5/2010 | 10.06 | |||||||
| 10.14 | 2010 Flextronics International USA, Inc. Deferred Compensation Plan† | 10-Q | 000-23354 | 11/3/2010 | 10.04 | |||||||
| 10.15 | Form of Award Agreement under 2010 Deferred Compensation Plan† | 10-Q | 000-23354 | 7/30/2012 | 10.01 | |||||||
| 10.16 | Summary of Compensation Arrangements of Certain Executive Officers of Flex Ltd.† | X | ||||||||||
| 10.17 | Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for time-based vesting awards† | 10-Q | 000-23354 | 11/1/2013 | 10.02 | |||||||
| 10.18 | Form of 2010 Deferred Compensation Plan Award Agreement (performance targets, cliff vesting)† | 10-Q | 000-23354 | 8/2/2013 | 10.02 | |||||||
| 10.19 | Form of 2010 Deferred Compensation Plan Award Agreement (non-performance, periodic vesting, continuing Participant)† | 10-Q | 000-23354 | 8/2/2013 | 10.03 | |||||||
| 10.20 | Award Agreement under the 2010 Deferred Compensation Plan† | 10-Q | 000-23354 | 7/28/2014 | 10.01 | |||||||
| 10.21 | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for retention performance-based vesting awards† | 10-Q | 000-23354 | 2/6/2019 | 10.01 | |||||||
| 10.22 | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for retention service-based vesting awards† | 10-K | 000-23354 | 5/21/2019 | 10.23 | |||||||
| 10.23 | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for performance-based vesting awards (20-day trading average)† | 10-Q | 000-23354 | 7/26/2019 | 10.02 | |||||||
| 10.24 | Description of Annual Incentive Bonus Plan for Fiscal 2020† | 10-Q | 000-23354 | 7/26/2019 | 10.01 | |||||||
| 10.25 | NEXTracker Inc. 2014 Equity Incentive Plan† | S-8 | 333-207325 | 10/7/2015 | 99.01 | |||||||
| 10.26 | BrightBox Technologies, Inc. 2013 Stock Incentive Plan† | S-8 | 333-212267 | 6/27/2016 | 99.01 | |||||||
| 10.27 | Flex Ltd. Executive Severance Plan† | 10-K | 000-23354 | 5/21/2019 | 10.27 | |||||||
| 10.28 | Separation and Release of Claims dated December 24, 2018 between Flex Ltd. and Michael M. McNamara† | 10-Q | 000-23354 | 2/6/2019 | 10.02 | |||||||
| 10.29 | Scott Offer Amended Offer Letter, dated as of January 27, 2019† | X | ||||||||||
| 10.30 | Revathi Advaithi Offer Letter, dated February 7, 2019† | 10-K | 000-23354 | 5/21/2019 | 10.29 | |||||||
| 10.31 | Francois Barbier Relocation Expenses Addendum, dated as of July 8, 2019† | X | ||||||||||
| 21.01 | Subsidiaries of Registrant | X | ||||||||||
| 23.01 | Consent of Deloitte & Touche LLP | X |
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Exhibit | Form | File No. | Filing Date | Exhibit No. | Filed Herewith | ||||||
| 24.01 | Power of Attorney (included on the signature page to this Form 10-K) | X | ||||||||||
| 31.01 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act | X | ||||||||||
| 31.02 | 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* | X | ||||||||||
| 101.INS | Inline XBRL Instance Document | X | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Scheme Document | X | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | X |
| * | This exhibit is furnished with this Annual Report on 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 hereof and irrespective of any general incorporation language contained in such filing. |
| † | Management contract, compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) 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.
| Flex Ltd. | |||
| By: | /s/ REVATHI ADVAITHI | ||
| Revathi Advaithi Chief Executive Officer |
Date: May 28, 2020
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Revathi Advaithi and Christopher E. Collier and each one of them, her or his attorneys-in-fact, each with the power of substitution, for her or him in any and all capacities, to sign any and all amendments to this Report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or her or his substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ REVATHI ADVAITHI | Chief Executive Officer and Director (Principal Executive Officer) | May 28, 2020 | ||
| Revathi Advaithi | ||||
| /s/ CHRISTOPHER E. COLLIER | Chief Financial Officer (Principal Financial Officer) | May 28, 2020 | ||
| Christopher E. Collier | ||||
| /s/ DAVID P. BENNETT | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | May 28, 2020 | ||
| David P. Bennett | ||||
| /s/ MICHAEL D. CAPELLAS | Chairman of the Board | May 28, 2020 | ||
| Michael D. Capellas | ||||
| /s/ JILL A. GREENTHAL | Director | May 28, 2020 | ||
| Jill A. Greenthal | ||||
| /s/ JENNIFER LI | Director | May 28, 2020 | ||
| Jennifer Li | ||||
| /s/ MARC A. ONETTO | Director | May 28, 2020 | ||
| Marc A. Onetto | ||||
| /s/ WILLY C. SHIH, PH.D. | Director | May 28, 2020 | ||
| Willy C. Shih, Ph.D. | ||||
| /s/ CHARLES K. STEVENS, III | Director | May 28, 2020 | ||
| Charles K. Stevens, III | ||||
| /s/ LAY KOON TAN | Director | May 28, 2020 | ||
| Lay Koon Tan | ||||
| /s/ WILLIAM D. WATKINS | Director | May 28, 2020 | ||
| William D. Watkins | ||||
| /s/ LAWRENCE A. ZIMMERMAN | Director | May 28, 2020 | ||
| Lawrence A. Zimmerman |
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