Flex (FLEX) 10-K risk factor changes: FY2021 vs FY2020

[removed: The] [added: - The] COVID-19 pandemic has materially and adversely affected our business and results of operations.

The [added: ongoing] COVID-19 pandemic has resulted in a widespread public health crisis and numerous disease control measures being taken to limit its spread, including travel bans and restrictions, quarantines, shelter-in-place orders, and shutdowns.

We have significant operations worldwide, including in China, Mexico, the United States, Brazil, India, Malaysia and Europe, and each of these geographies has been affected by the outbreak and has taken measures to try to contain [removed: it, resulting in disruptions at many of our manufacturing operations and facilities.][added: it.]

[removed: | • |] [added: -] disruptions to or restrictions on our ability to ensure the continuous provision of our manufacturing services and solutions; [removed: |]

[removed: | • |] [added: -] temporary closures or reductions in operational capacity of our manufacturing facilities; [removed: |]

[removed: | • |] [added: -] temporary closures of our direct and indirect suppliers, resulting in adverse effects to our supply chain, and other supply chain disruptions, which adversely affect our ability to procure sufficient inventory to support customer orders; [removed: |]

[removed: | • |] [added: -] temporary shortages of skilled employees available to staff manufacturing facilities due to shelter-in-place orders and travel restrictions within as well as into and out of countries; [removed: |]

[removed: | • |] [added: -] restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures; [removed: |]

[removed: | • |] [added: -] increases in operational expenses and other costs related to requirements implemented to mitigate the impact of the pandemic; [removed: |]

[removed: | • |] [added: -] delays or limitations on the ability of our customers to perform or make timely payments; [removed: |]

[removed: | • |] [added: -] reductions in short- and long-term demand for our manufacturing services and solutions, or other disruptions in technology buying patterns; [removed: |]

[removed: | • |] [added: -] workforce disruptions due to illness, quarantines, governmental actions, other restrictions, and/or the social distancing measures we have taken to mitigate the impact of COVID-19 at our locations around the world in an effort to protect the health and well-being of our employees, customers, suppliers and of the communities in which we operate (including working from home, restricting the number of employees attending events or meetings in person, limiting the number of people in our buildings and factories at any one time, further restricting access to our facilities and suspending employee travel); and [removed: |]

[removed: | • |] [added: -] our management team continuing to commit significant time, attention and resources to monitoring the COVID-19 pandemic and seeking to mitigate its effects on our business and workforce. [removed: |]

The global spread of COVID-19 also has created significant macroeconomic uncertainty, volatility and disruption, which may [added: continue to] adversely affect our and our customers’ and suppliers’ liquidity, cost of capital and ability to access the capital markets.

The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as the length and severity of the crisis, the potential resurgence of COVID-19 in the [removed: future,] future [removed: government] [added: including variants of the virus, the availability and distribution of effective treatments and vaccines, and public health measures and] actions [removed: in response to] [added: taken throughout] the [removed: crisis] [added: world to contain COVID-19,] and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

We cannot at this time quantify or forecast the business impact of COVID-19, and there can be no assurance that the COVID-19 [removed: pandemic will not have a material and adverse effect on our business, financial results and financial condition.]

Additionally, conditions may be adversely impacted by [removed: and] the actions that the U.S. or other countries have taken or may take with respect to certain treaty and trade relationships with other countries.

The U.S. has thus far signaled a desire to reach a broad trade deal with a post-Brexit U.K. [removed: this year,] [added: ,] but demands for concessions on issues like tariffs, non-tariff barriers, tax policies, and market access could present obstacles to achieving an agreement.

Disagreements over similar issues, including market access, non-tariff barriers, and digital [added: service]

[removed: service] taxes continue to raise the possibility of the U.S. imposing more tariffs on EU goods, even as the U.S. government signals a desire to reach a trade deal with the EU.

[removed: Factors] [added: We derive our revenue from customers in a number of end markets and factors] affecting any of these industries in general or our customers in particular, could adversely impact us.

[removed: | • |] [added: -] A negative [removed: impacts] [added: impact] of the COVID-19 pandemic on our customers or on the demand for our customers’ products; [removed: |]

[removed: | • |] [added: -] rapid changes in technology, evolving industry standards, and requirements for continuous improvement in products and services that result in short product life cycles; [removed: |]

[removed: | • |] [added: -] demand for our customers' products may be seasonal; [removed: |]

[removed: | • |] [added: -] our customers may fail to successfully market their products, and our customers' products may fail to gain widespread commercial acceptance; [removed: |][added: and]

[removed: | • |] [added: -] our customers' products may have supply chain issues, including as a result of the COVID-19 pandemic [removed: |]

[removed: | • |] [added: -] our customers may experience dramatic market share shifts in demand which may cause them to lose market share or exit [removed: businesses; and |][added: businesses.]

[removed: Our] [added: - Our] customers may cancel their orders, change production quantities or locations, or delay production, and our current and potential customers may decide to manufacture some or all of their products internally, which could harm our [removed: business.][added: business.]

These demands [added: may] stress our resources, [removed: can] cause supply chain management issues, and reduce our margins.

For example, we compete with major global EMS providers, other smaller EMS companies that have a regional or product-specific focus and [removed: ODMs] [added: Original Design Manufacturer ("ODM")] with respect to some of the services that we provide.

Our ten largest customers accounted for approximately [removed: 39%, 43%] [added: 36%, 39%] and [removed: 41%] [added: 43%] of net sales in fiscal years [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

No customer accounted for more than 10% of net sales in fiscal year [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]

[added: If a significant transaction involving any of our key customers results in] the loss of or reduction in purchases by any of our largest customers, it could have a [removed: materially] [added: material] adverse effect on our business, results of operations, financial condition and prospects.

[removed: Our] [added: - Our] components business is dependent on our ability to quickly launch world-class component products, and our investment in the development of our component capabilities, together with the start-up and integration costs necessary to achieve quick launches of world-class component products, may adversely affect our margins and [removed: profitability.][added: profitability.]

Our components business, which [removed: include] [added: includes] power supply manufacturing, is part of our strategy to improve our competitive position and to grow our future margins, profitability and shareholder returns by expanding our capabilities.

The success of our components business is dependent on our ability to design and introduce [removed: world- class] [added: world-class] components that have performance characteristics which are suitable for a broad market and that offer significant price and/or performance advantages over competitive products.

If some of our customers experience financial difficulty, we could have difficulty recovering amounts owed to us [removed: from] [added: by] these customers, or demand for our products from these customers could decline.

Additionally, if our suppliers experience financial [removed: difficulty] [added: difficulty,] we could have difficulty sourcing supplies necessary to fulfill production requirements and meet scheduled shipments.

An unfavorable resolution of this matter could be material to our results of operations, financial condition, or cash [removed: flows.][added: flows]

As a result, component shortages [added: have adversely affected and,] could [added: in the future] adversely [removed: affect] [added: affect,] our operating results.

Summary of Risk Factors

These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially.

Such factors include but are not limited to:

The duration and extent to which it will continue to adversely impact our business and results of operations remains uncertain and could be material.

- Weak global economic conditions, geopolitical uncertainty and instability in financial markets may adversely affect our business, results of operations, financial condition, and access to capital markets.

- We depend on industries that continually produce technologically advanced products with short product life cycles and our business would be adversely affected if our customers' products are not successful or if our customers lose market share.

- Our industry is extremely competitive; if we are not able to continue to provide competitive services, we may lose business.

- A significant percentage of our sales come from a small number of customers and a decline in sales to any of these customers could adversely affect our business.

- Our exposure to financially troubled customers or suppliers may adversely affect our financial results.

- We may be adversely affected by supply chain issues, including shortages of required electronic components.

- Our margins and profitability may be adversely affected due to substantial investments, start-up and production ramp costs in our design services.

- We conduct operations in a number of countries and are subject to the risks inherent in international operations.

- The success of certain of our activities depends on our ability to protect our intellectual property rights; claims of infringement or misuse of intellectual property and/or breach of license agreement provisions against our customers or us could harm our business.

- We are subject to risks relating to litigation and regulatory investigations and proceedings, which may have a material adverse effect on our business.

- If we do not effectively manage changes in our operations, our business may be harmed; we have taken substantial restructuring charges in the past and we may need to take material restructuring charges in the future.

- A breach of our IT or physical security systems, or violation of data privacy laws, may cause us to incur significant legal and financial exposure.

- Our strategic relationships with major customers create risks.

- We may not meet regulatory quality standards applicable to our manufacturing and quality processes for medical devices, which could have an adverse effect on our business, financial condition or results of operations.

- If our products or components contain defects, demand for our services may decline and we may be exposed to product liability and product warranty liability.

Business and Operational Risks

The ongoing COVID-19 pandemic has materially and adversely affected our business and results of operations.

This has resulted in disruptions at many of our manufacturing operations and facilities, and further disruptions could occur in the future.

Any such disruptions could materially adversely affect our business.

Most recently, with the second wave of the pandemic, we have been experiencing plant closures and/or restrictions at certain manufacturing facilities in Brazil and Malaysia.

In addition, India is experiencing a severe COVID-19 resurgence, which has resulted in renewed disease control measures being taken to limit its spread including movement bans and shelter-in-place orders.

We have a workforce and operations in India and are closely monitoring the situation.

The COVID-19 pandemic has, in the short-term, adversely impacted, and may, in the long-term, adversely impact the global economy, potentially leading to an economic downturn.

pandemic will not have a material and adverse effect on our business, financial results and financial condition.

Our customers may cancel their orders, change production quantities or locations, or delay production, any of which could harm our business; the short-term nature of our customers’ commitments and rapid changes in demand may cause supply chain and other issues which adversely affect our operating results.

Most recently, we have experienced shortages of semiconductor components which has impacted our end markets including Lifestyle.

Our customers also may experience component shortages which may adversely affect customer demand for our products and services.

Our components business is dependent on our ability to quickly launch world-class component products, and our investment in the development of our component capabilities, together with start-up and integration costs, may adversely affect our margins and profitability.

closure of certain facilities.

Any actual or perceived failures to comply with the GDPR, the CCPA or other data privacy laws or regulations, or related

We are pursuing alternatives for our Nextracker business, including a full or partial separation of the business, through an initial public offering of Nextracker or otherwise, which may not be consummated as or when planned or at all, and may not achieve the intended benefits.

We are pursuing alternatives for our Nextracker business, including a full or partial separation of the business, through an initial public offering of Nextracker or otherwise.

The proposed separation of our Nextracker business may not be consummated as currently contemplated or at all, or may encounter unanticipated delays.

If we are unable to consummate a transaction on favorable terms or at all, we may experience negative reactions from the financial markets and from our shareholders and employees.

Planning a separation requires significant time, effort, and expense, may divert the attention of our management and employees from other aspects of our business operations and could adversely affect the business, financial condition, results of operations and cash flows of us and our Nextracker business.

In addition, if we complete the proposed separation, there can be no assurance that we will be able to realize the intended benefits.

Further measures may be implemented and there can be no assurance as to when any such restrictions may be eased or lifted.

| | |

| --- | --- |

| • | reductions in our capacity utilization levels; |

In addition, the COVID-19 pandemic has caused an economic slowdown that is likely to continue and is highly likely to cause a global recession.

The U.K. left the EU on January 31, 2020, and is currently in an 11-month transition period following which it will leave the single market and customs union pursuant to terms of a trade agreement currently being negotiated by the U.K. and the EU.

The terms of this trade agreement are uncertain, and the political and economic instability created by Brexit caused and may continue to cause significant volatility in global markets.

Meetings between U.S. and U.K. trade officials to discuss a bilateral trade deal, which were scheduled for the end of March, then postponed indefinitely, as both countries instead dealt with the COVID-19 pandemic.

For the period ended March 31, 2020, we derived our revenues from customers in the following business groups (which, beginning in fiscal year 2021, we expect to realign in two reportable segments (Flex Agility Solutions Group and Flex Reliability Solutions Group)):

| • | HRS, which is comprised of our health solutions business, including surgical equipment, drug delivery, diagnostics, telemedicine, disposable devices, imaging and monitoring, patient mobility and ophthalmology; and our automotive business, including vehicle electrification, connectivity, autonomous, and smart technologies; |

| • | IEI, which is comprised of energy including advanced metering infrastructure, energy storage, smart lighting, smart solar energy; and industrial, including semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks; |

| • | CEC, which includes our telecom business of radio access base stations, remote radio heads and small cells for wireless infrastructure; our networking business, which includes optical, routing, and switching products for data and video networks; our server and storage platforms for both enterprise and cloud-based deployments; next generation storage and security appliance products; and rack-level solutions, converged infrastructure and software-defined product solutions; and |

| • | CTG, which includes our consumer-related businesses in IoT enabled devices, audio and consumer power electronics, mobile devices; and various supply chain solutions for consumer, computing and printing devices. |

| • | there may be recessionary periods in our customers' markets, including as a result of the COVID-19 pandemic. |

Additionally, current and prospective customers continuously evaluate our capabilities against other providers as well as against the merits of manufacturing products themselves.

Our business would be adversely affected if customers decide to perform these functions internally or transfer their business to another provider.

In addition, we face competition from the manufacturing operations of some of our current and potential customers, who are continually evaluating the merits of manufacturing products internally against the advantages of outsourcing.

If a significant transaction involving any of our key customers results in

Our performance depends, in part, on our ability to incorporate changes in component costs into the selling prices for our products.

implementation and other regulatory actions could materially affect our business, including in the form of increased cost of goods sold, decreased margins, increased pricing for customers, and reduced sales.

In March 2018, we received an inquiry from a licensor referencing a patent license agreement, and requesting information relating royalties for products that we assemble for a customer in China.

If any of these inquiries result in a claim, the Company intends to contest any such claim vigorously.

If a claim is asserted and we are unsuccessful in its defense, a material loss is reasonably possible.

We cannot predict or estimate an amount or reasonable range of outcomes with respect to the matter.

The motion has been fully briefed.

On March 12, 2020, the Court vacated the hearing date and took the motion under submission without argument.

No decision has yet been issued.

We have initiated an internal investigation regarding this matter which is ongoing.

We expect to complete the investigation and report to OFAC by the end of the second quarter of fiscal year 2021, and cannot at this time estimate the amount, or the range of reasonably possible amounts, of penalties the Company could be subject to, which could have a material adverse effect on the Company’s financial position, results of operations or cash flows..

If we are required to

Changes to accounting rules or challenges to our interpretation or application of the rules by regulators may have a material adverse effect on our reported financial results or on the way we conduct business.

regulations, including testing, quality control and documentation procedures.

We will need to recruit and retain skilled management personnel, and if we are not able to do so, our business could be harmed.

other companies, changes in law, political and other factors.

In addition, in May 2020, we issued $425 million aggregate principal amount of 3.750% Notes due 2026 and $325 million aggregate principal amount of 4.875% Notes due 2030, which increased our level of indebtedness.

In addition, the U. K.’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021.

The U.S. Federal Reserve has begun publishing a Secured Overnight Funding Rate (“SOFR”), which is intended to replace U.S. dollar LIBOR.

Plans for alternative reference rates for other currencies have also been announced.

At this time, we cannot predict how markets will respond to these proposed alternative rates or the effect of any changes to LIBOR or the discontinuation of LIBOR.

If LIBOR is no longer available or if our lenders have increased costs due to changes in LIBOR, we may experience potential increases in interest rates on our variable rate debt, which could adversely impact our interest expense, results of operations and cash flows.

Refer to note [removed: 20] [added: 2] to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for [removed: additional information on] [added: further discussion of] our [removed: operating segments.][added: investments.]

In [removed: March 2020, we announced a change] [added: the first quarter of fiscal year 2021, the Company made certain changes] in [added: its] organization structure as part of [removed: our] [added: its] strategy to further drive [removed: growth] [added: efficiency] and productivity with two focused [added: and complimentary] delivery models.

[removed: 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.

During the first half of fiscal year [removed: 2020,] [added: 2020] in connection with the [removed: recent] geopolitical developments and uncertainties, primarily impacting one customer in China, we experienced a reduction in demand for products assembled for that customer.

We [removed: recognized $216 million of] [added: incurred cash] charges [removed: during the fiscal year 2020, comprised] of approximately $159 [removed: million of cash charges] [added: million, that were] predominantly for employee severance, [removed: and $57 million of] [added: in addition to] non-cash charges [added: of $57 million,] primarily related to asset impairments.

[removed: Impact] [added: Update on the Impact] of COVID-19 on [removed: Our] [added: our] Business

[removed: The] [added: In addition, India is experiencing a severe] COVID-19 [removed: pandemic] [added: resurgence, which] has resulted in [removed: a widespread public health crisis and numerous] [added: renewed] disease control measures being taken to limit its [removed: spread,] [added: spread] including [removed: travel] [added: movement] bans and [removed: restrictions, quarantines,] shelter-in-place [removed: orders, and shutdowns.][added: orders.]

[removed: See] [added: Refer to] “Risk Factors - *The COVID-19 pandemic has materially and adversely affected our business and results of operations.

We are one of the world's largest providers of global supply chain solutions, with revenues of [removed: $24.2] [added: $24.1] billion in fiscal year [removed: 2020.][added: 2021.]

As of March 31, [removed: 2020,] [added: 2021,] our total manufacturing capacity was approximately 27 million square feet.

The following tables set forth the relative percentages and dollar amounts of net sales [added: by region] and [added: by country, and] net property and equipment, by country, based on the location of our manufacturing sites (amounts may not sum due to rounding):

| | [added: | |] Fiscal Year Ended March 31, | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]

| | [added: | | 2021 | | | | | | | | | | | |] 2020 | | | | | | | [removed: 2019] | | | | | [added: 2019] | | [removed: 2018] | | | | | | [added: |]

| | [added: | |] (In millions) | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]

| [removed: Net sales:] [added: Net sales by region:] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| China | [added: | |] $ | [removed: 5,665] [added: 6,147] | | | [removed: 23] | [added: | 25 | |] % | | [added: | |] $ | [removed: 6,649] [added: 5,665] | | | [removed: 25] | [added: | 23 | |] % | | [added: | |] $ | [removed: 7,450] [added: 6,649] | | | [removed: 29] | [added: | 25 | |] % |

| Mexico | [removed: 4,449] | | [added: 4,413] | | [added: | | | |] 18 | [added: |] % | | [removed: 4,539] | | [added: 4,449] | | [removed: 17] | [added: | | | 18 | |] % | | [removed: 4,362] | | [added: 4,539] | | [added: | | | |] 17 | [added: |] % |

| U.S. | [removed: 3,719] | | [added: 3,648] | | [added: | | | |] 15 | [added: |] % | | [removed: 3,106] | | [added: 3,719] | | [removed: 12] | [added: | | | 15 | |] % | | [removed: 2,860] | | [added: 3,106] | | [removed: 11] | [added: | | | 12 | |] % |

| Brazil | [removed: 1,831] | | [added: 1,554] | | [removed: 8] | [added: | | | 6 | |] % | | [removed: 2,181] | | [added: 1,831] | | [added: | | | |] 8 | [added: |] % | | [removed: 2,578] | | [added: 2,181] | | [removed: 10] | [added: | | | 8 | |] % |

| Malaysia | [removed: 1,539] | | [added: 1,563] | | [added: | | | |] 6 | [added: |] % | | [removed: 1,996] | | [added: 1,539] | | [removed: 8] | [added: | | | 6 | |] % | | [removed: 2,005] | | [added: 1,996] | | [added: | | | |] 8 | [added: |] % |

| Hungary | [removed: 1,355] | | [added: 1,313] | | [removed: 6] | [added: | | | 5 | |] % | | [removed: 1,290] | | [added: 1,355] | | [removed: 5] | [added: | | | 6 | |] % | | [removed: 1,175] | | [added: 1,290] | | [added: | | | |] 5 | [added: |] % |

| | [added: | |] $ | [removed: 24,210] [added: 24,124] | | | | | | [added: | | | | |] $ | [removed: 26,211] [added: 24,210] | | | | | | [added: | | | | |] $ | [removed: 25,441] [added: 26,211] | | | | | [added: | | |]

| | [added: | |] Fiscal Year Ended March 31, | | | | | | | | | | | | | [added: | | | | | | | |]

| | [removed: 2020] | | [added: 2021] | | | | | [removed: 2019] | [added: 2020] | | | | | [added: | 2019 | | |]

| | [added: | |] (In millions) | | | | | | | | | | | | | [added: | | | | | | | |]

| [removed: Property] [added: Property] and equipment, [removed: net:] [added: net:] | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Mexico | [added: | |] $ | [removed: 555] [added: 553] | | | [removed: 25] | [added: | 26 | |] % | | [added: | |] $ | [removed: 537] [added: 555] | | | [removed: 23] | [added: | 25 | |] % |

| China | [removed: 396] | | [added: 331] | | [removed: 18] | [added: | | | 16 | |] % | | [removed: 523] | | [added: 396] | | [removed: 22] | [added: | | | 18 | |] % |

| U.S. | [removed: 378] | | [added: 361] | | [added: | | | |] 17 | [added: |] % | | [removed: 361] | | [added: 378] | | [removed: 15] | [added: | | | 17 | |] % |

| India | [removed: 207] | | [added: 166] | | [removed: 9] | [added: | | | 8 | |] % | | [removed: 219] | | [added: 207] | | [added: | | | |] 9 | [added: |] % |

| Malaysia | [removed: 111] | | [added: 106] | | [added: | | | |] 5 | [added: |] % | | [removed: 138] | | [added: 111] | | [removed: 6] | [added: | | | 5 | |] % |

| Hungary | [removed: 100] | | [added: 105] | | [removed: 4] | [added: | | | 5 | |] % | | [removed: 103] | | [added: 100] | | [added: | | | |] 4 | [added: |] % |

| Other | [removed: 469] | | [added: 475] | | [removed: 22] | [added: | | | 23 | |] % | | [removed: 454] | | [added: 469] | | [removed: 21] | [added: | | | 22 | |] % |

Specifically, we [removed: have launched multiple product innovation centers ("PIC") focused exclusively on offering] [added: offer] our customers the ability to simplify their global product development, manufacturing process, and [removed: after sales] [added: after-sales] services, and enable them to meaningfully accelerate their time to market and cost savings.

[removed: | • |] [added: -] the impacts on our business due to component [removed: shortages] [added: shortages, disruptions in transportation] or other supply chain related constraints including as a result of the COVID-19 pandemic; [removed: |]

[removed: | • |] [added: -] the effects of the COVID-19 pandemic on our business and results of operations; [removed: |]

[removed: | • |] [added: -] changes in the macro-economic environment and related changes in consumer demand; [removed: |]

[removed: | • |] [added: -] the mix of the manufacturing services we are providing, the number, size, and complexity of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, [removed: shortages of components] and other factors; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our customers; [removed: |]

As a result, the Company now reports its financial performance based on two reportable segments:

- Flex Agility Solutions ("FAS"), which is comprised of the following end markets:

◦*Communications, Enterprise and Cloud ("CEC")*, including data infrastructure, edge infrastructure and communications infrastructure;

◦*Lifestyle*, including appliances, consumer packaging, floorcare, micro mobility and audio; and

◦*Consumer Devices*, including mobile and high velocity consumer devices.

- Flex Reliability Solutions ("FRS"), which is comprised of the following end markets:

◦*Automotive*, including autonomous, connectivity, electrification, and smart technologies;

◦*Health Solutions*, including medical devices, medical equipment and drug delivery; and

◦*Industrial*, including capital equipment, industrial devices, renewable including our Nextracker business, grid edge, and power systems.

While the products have become more complex, the supply chain

During fiscal year 2021, in order to further support our strategy and build a sustainable organization, and after considering that the economic recovery from the pandemic will be slower than anticipated, we identified and engaged in certain structural changes.

See additional discussion regarding these restructuring actions below under "Results of Operations - Restructuring charges".

As anticipated, our results were negatively impacted by COVID-19 disruptions to our factories, workforce, and suppliers most notably in our first quarter as the impact from the pandemic extended throughout the entire quarter.

Total COVID-19 related costs incurred over fiscal year 2021 were over $150 million and were primarily comprised of enhanced health and safety protocols, incremental labor incentives, incremental supply chain costs and forced under-absorption of idle and underutilized labor and overhead costs.

As we expected, these incremental costs persisted during fiscal year 2021, but declined significantly over the period as demand improved.

Although not materially impacting our results for the fourth quarter of fiscal year 2021, most recently, with the second wave of the pandemic, we have also been experiencing temporary plant closures and/or restrictions at certain manufacturing facilities in Brazil and Malaysia.

We have workforce and operations in India and are closely monitoring the situation in India.

Our priority is the welfare of our employees.

Throughout the fiscal year 2021, COVID-19 related demand and production pressures remained in certain end markets that we serve.

Net sales decreased $0.1 billion during fiscal year 2021 versus the prior year primarily due to declines in our Consumer Devices business included in the FAS segment.

Included in the FRS segment, our Health Solutions business performed well during fiscal year 2021 driven by the increased demand for critical care products and diagnostics and patient monitoring programs.

Our factories were productive throughout most of fiscal year 2021 resulting in sales recovering specifically for the automotive businesses that were shut down during the majority of the first quarter.

During the third quarter of fiscal year 2021, we started to see certain component constraints in the supply chain and we continued to carefully monitor potential supply chain disruptions due to ongoing tightness in the overall component environment.

We expect consumer devices to be one of the end markets more sensitive to industry component constraints.

In addition, while we anticipate revenue will continue to improve across our end markets, we believe that our businesses tied to consumer spending, such as Lifestyle and Consumer Devices, will continue to be impacted if there is a prolonged demand slowdown.

As part of our continuous response to the outbreak, we initiated salary cuts, furloughs and other programs to cut costs during the first half of fiscal year 2021.

This also included aggressively reducing discretionary corporate spend.

Employees that have been operating on a work-from-home basis are continuing to do so.

While there still remains an elevated degree of uncertainty, we have removed specific austerity measures involving employee compensation.

See additional discussion in the Liquidity and Capital Resources section below.

Other Developments

We are actively pursuing alternatives for our Nextracker business.

We are considering options that may include, among others, a full or partial separation of the business through an initial public offering, sale, spin-off, or other transaction.

On April

28, 2021, we announced that we confidentially submitted a draft registration statement on Form S-1 with the U.S. Securities and Exchange Commission relating to the proposed initial public offering of Nextracker's Class A common stock.

The initial public offering and its timing are subject to market and other conditions and the SEC’s review process, and there can be no assurance that we will proceed with such offering or any alternative transaction.

Refer to "Risk Factors - *We are pursuing alternatives for our Nextracker business, including a full or partial separation of the business, through an initial public offering of Nextracker or otherwise, which may not be consummated as or when planned or at all, and may not achieve the intended benefits."*

This Annual Report on Form 10-K does not constitute an offer to sell or a solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

As of March 31, 2020, our reporting business segments were as follows:

| | |

| --- | --- |

| • | High Reliability Solutions ("HRS"), which is comprised of our health solutions business, including surgical equipment, drug delivery, diagnostics, telemedicine, disposable devices, imaging and monitoring, patient mobility and ophthalmology; and our automotive business, including vehicle electrification, connectivity, autonomous, and smart technologies; |

| • | Industrial and Emerging Industries ("IEI"), which is comprised of energy including advanced metering infrastructure, energy storage, smart lighting, smart solar energy; and industrial, including semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks; |

| • | Communications & Enterprise Compute ("CEC"), which includes our telecom business of radio access base stations, remote radio heads and small cells for wireless infrastructure; our networking business, which includes optical, routing, and switching products for data and video networks; our server and storage platforms for both enterprise and cloud-based deployments; next generation storage and security appliance products; and rack-level solutions, converged infrastructure and software-defined product solutions; and |

| • | Consumer Technologies Group ("CTG"), which includes our consumer-related businesses in IoT enabled devices, audio and consumer power electronics, mobile devices; and various supply chain solutions for consumer, computing and printing devices. |

These segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by our Chief Operating Decision Maker (“CODM”).

Our segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics.

As a result, beginning in fiscal year 2021, we expect to report our financial performance based on two reportable segments (Flex Agility Solutions Group and Flex Reliability Solutions Group) and analyze operating income as the measure of segment profitability.

During the past several years, we have evolved our long-term portfolio towards a mix of businesses which possess longer product life cycles and higher segment operating margins as reflected in our IEI and HRS businesses.

We have expanded our design and engineering relationships through our product innovation centers and global design centers.

During fiscal year 2019, we took actions to optimize our portfolio with greater focus to be placed on higher margin, less volatile businesses.

While the bulk of the restructuring activities were executed in fiscal year 2020 and prior, we may be required to execute additional restructuring activities as we continue to streamline our cost structure while focusing on higher margin, less volatile businesses and in response to the economic challenges in light of recent events with COVID-19 as discussed below.

These measures have materially impacted and are continuing to impact our workforce and operations, the operations of our customers, and those of our respective vendors and suppliers.

We have significant operations worldwide, including in China, Mexico, the United States, Brazil, India, Malaysia and Europe, and each of these geographies has been affected by the outbreak and taken measures to try to contain it, resulting in disruptions at many of our manufacturing operations and facilities.

The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as the length and severity of the crisis, the potential resurgence of COVID-19 in the future, future government actions in response to the crisis and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

In response to the outbreak, we deployed our contingency and resiliency plans that are encompassed in our business continuity programs.

Our resiliency advisory and crisis management teams defined work streams and set up “war” rooms with hundreds of employees, organizing across our global footprint, and coordinating and communicating with our suppliers and customers.

Our leadership teams initiated enhanced health and safety measures across all facilities, as our foremost focus has been the health and safety of our employees.

We modified practices at our manufacturing locations and offices to require personal protective equipment, sanitization measures, temperature checks and social distancing well before these measures were mandated.

Our protocols to protect employees and safely operate our facilities have been implemented in partnership with several governments, including in China, Mexico, Malaysia, Brazil, and Europe.

These measures also have enabled us to

continue to conduct operations which are considered to be essential services, including but not limited to the manufacture of critical health care products.

As one of the largest medical device manufacturers, we recognized that we had a responsibility to do our part to make a difference in the fight against this disease.

With many of the products we make for our healthcare customers related to critical care quickly running in short supply, we ramped our efforts to expand delivery of critical products, including oxygen concentrators, patient monitors, infusion pumps, and ICU beds.

We are also greatly increasing our testing equipment production for both point of care and large laboratory systems and are currently partnering with our customers to manufacture ventilators at six sites around the globe.

We are presently operating in the majority of our manufacturing facilities across the globe.

Our China operations are now fully up and running.

There are a few regions that were impacted by acute outbreaks, such as Italy, or have seen complete country shutdowns, including India and Malaysia.

In these geographies, we remain in contact with the local and national governments, and have received or are in the process of receiving waivers to safely return factories to full capacity.

In addition, we have also shut down our automotive facilities (including in Mexico and Europe) in line with shutdowns executed by the major North American and European auto makers.

For those employees who are not working at our manufacturing facilities, including corporate and regional headquarters, we have been operating on a work-from-home basis.

We do not believe that our work-from-home protocols have materially adversely impacted our internal controls, financial reporting systems or our operations.

All of our business segments were impacted in the fourth quarter of our fiscal year 2020, with our High Reliability Solutions segment impacted by factory shutdowns by several of our large OEM customers of our automotive business, although our health solutions business has experienced a significant increased demand for critical health care products.

Our Industrial and Emerging Industries segment was impacted by supply chain disruptions that impacted product ramps for various industrial and home and lifestyle customers.

Our Communications & Enterprise Compute segment was impacted by production disruptions in certain of our Asian facilities and late quarter disruptions in our Mexican facilities.

Finally, our Consumer Technologies Group segment was impacted by significant China-based supply chain constraints.

Overall, we absorbed additional direct incremental costs of approximately $52 million primarily related to costs associated with enhanced health and safety infrastructure, labor incentives and incremental supply chain expenses.

The facility and supply chain constraints, increased incremental costs, as well as lower customer demand for certain product categories have continued in the first quarter of our fiscal year 2021.

As of March 31, [removed: 2020,] [added: 2021,] the outstanding amount in the highly liquid investment portfolio was [removed: $0.4] [added: $1.5] billion, the largest components of which were U.S. dollar, Brazilian real, China renminbi and Indian rupee denominated money market accounts with an average return of [removed: 2.72%.][added: 1%.]

We had variable rate debt outstanding of approximately [removed: $1.0] [added: $0.6] billion as of March 31, [removed: 2020.][added: 2021.]

As of March 31, [removed: 2020,] [added: 2021,] the approximate average fair value of our debt outstanding under our [removed: term loan facilities that mature in June 2022, and] Notes due February 2023, June [removed: 2025 and] [added: 2025, February 2026,] June [removed: 2029] [added: 2029, and May 2030] was [removed: 98.3%] [added: 111.8%] of the face value of the debt obligations based on broker trading prices.

These exposures are primarily, but not limited to, revenues, customer and vendor payments and inter-company balances in currencies other than the functional currency [removed: unit] of the operating entity.

The aggregate notional amount of outstanding contracts as of March 31, [removed: 2020] [added: 2021] amounted to [removed: $9.8] [added: $8.9] billion and the recorded fair values of the associated assets and liabilities were not material.

The majority of these foreign exchange contracts expire in less than three [removed: months and all expire within one year.][added: months.]

[added: They will settle primarily in the British] pound, [added: Canadian dollar,] China renminbi, Euro, Hungarian forint, [removed: Indian rupee,] Israeli shekel, Malaysian ringgit, Mexican peso, Swedish krona, and U.S. dollar.

[removed: Based on our overall currency rate exposures as of March 31, 2020, including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets, liabilities and cash flows, and other factors, a 10%] appreciation or depreciation of the U.S. dollar from its cross-functional rates would not be expected, in the aggregate, to have a material effect on our financial position, results of operations and cash flows in the near-term.

On November 30, 2020, ICE Benchmark Administration, the administrator of LIBOR, with the support of the United States Federal Reserve and the FCA, announced plans to consult on ceasing publication of LIBOR on December 31, 2021 for only the one week and two month LIBOR tenors, and on June 30, 2023 for all other LIBOR tenors.

While this announcement extends the transition period to June 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop new LIBOR issuances by the end of 2021.

In light of these recent announcements, the future of LIBOR at this time is uncertain and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause LIBOR to perform differently than in the past or cease to exist.

The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our borrowings.

Based on our overall currency rate exposures as of March 31, 2021, including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets, liabilities and cash flows, and other factors, a 10%

As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to USD-LIBOR in derivatives and other financial contracts.

We are not able to predict when LIBOR will cease to be published or precisely how SOFR will be calculated and published.

Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR.

If that were to occur, our interest payments could change.

If a contract is not transitioned to an alternative rate and LIBOR is discontinued, the impact is likely to vary by contract.

If LIBOR is discontinued or if the method of calculating LIBOR changes from its current form, interest rates on our current or future indebtedness may be adversely affected.

While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point.

This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator.

In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.

They will settle primarily in the Brazilian real, British

[removed: We provide] [added: Flex provides] design, manufacturing and supply chain services through a network of over 100 locations in approximately 30 countries across [removed: five] [added: four] continents.

We have established global scale through an extensive network of innovation labs, design centers, [added: and] manufacturing and services sites in the world's major consumer and enterprise products markets (Asia, the Americas, and Europe) in order to serve the supply chain needs of both multinational and regional companies.

In recent years, we have seen an increased level of diversification by many [removed: companies,] [added: companies] in the technology, automotive and healthcare industries along with the convergence of many industries being transformed by technology advances.

[removed: We believe] [added: Flex believes] that growth in the [removed: EMS] [added: contract manufacturing services] industry will be largely driven by the need for OEMs to respond to rapidly changing industries, markets and technologies, as well as the increasing complexity of supply chains and the continued pressure to be innovative and cost competitive.

[removed: Additionally, we believe that there are significant opportunities for global EMS] [added: manufacturing services] providers to win additional business from OEMs in markets or industry segments that have yet to substantially outsource manufacturing.

Finally, we believe [removed: that] the COVID-19 pandemic [removed: is highlighting] [added: may drive further growth opportunities as it highlights] numerous new vulnerabilities and challenges for OEMs, which will require OEMs from all markets and industries to [removed: value and] evaluate their supply chain [removed: resiliency, which may drive further growth opportunities.][added: resiliency.]

We believe [removed: that Flex has] [added: we have] the broadest worldwide product development lifecycle capabilities in the industry, from concept design to manufacturing to aftermarket [added: and end of life] services.

[added: We] believe our key competitive advantages are our people, [removed: our] processes, and [removed: our] capabilities for making products, systems and solutions for [removed: our] customers:

[removed: | • | *Speed:*] [added: - *Time to market advantage*:] Our sophisticated supply chain management tools and expertise allow us to provide customers with access to real-time information that increases visibility [added: and reduces risk] throughout the entire product [removed: lifecycle, reducing risk while accelerating execution. Our experience with new product introductions and manufacturing ramps provides customers with a time to market advantage. |][added: lifecycle.]

[removed: | • | *Scope:*] Our [removed: full range of services, *from Sketch-to-Scale*®, include innovation and design, engineering, manufacturing, forward and reverse logistics, and circular economy supply chain management. Our] deep cross-industry knowledge and multi-domain expertise accelerate the production of increasingly complex products for increasingly interconnected industries. [removed: |]

[removed: | • | *Scale:* Our] [added: - *Global scale*: Flex’s] physical infrastructure includes over 100 facilities in approximately 30 countries, staffed by approximately 160,000 employees, providing [removed: our] customers with truly global scale and strategic geographic distribution capabilities. [removed: |]

As a result of [removed: our] extensive experience in specific markets, we have developed [added: a] deep understanding of complex market dynamics, giving us the ability to anticipate trends that impact [removed: our] customers' businesses.

Our expertise can help improve [removed: our] customers' market positioning by effectively adjusting product plans and roadmaps to efficiently and cost-effectively deliver high quality products that meet their geographic and time to market requirements.

Our services include all processes necessary to design, build, ship, and service a wide range of products for [removed: our] customers.

[removed: *Design] [added: In addition to innovation] and [removed: Engineering Services.* We offer] [added: design centers, the Company offers] a comprehensive range of value-added [removed: design and] [added: design,] engineering [added: and systems integration] services, tailored to specific industries and markets, [removed: and] the needs of [removed: our customers.][added: customers, and cover a broad range of technical competencies:]

[removed: | • | System Architecture,] [added: -] User [removed: Interface] [added: interface] and [removed: Industrial Design; |][added: industrial design;]

[removed: | • |] [added: -] Hardware [removed: Design; |][added: design;]

[removed: | • |] [added: -] Software [removed: Design;] [added: design;] and [removed: |]

[removed: | • |] [added: -] Design for [removed: Excellence. |][added: excellence.]

[removed: We are] [added: Flex is] exposed to different or greater potential liabilities from [removed: our] [added: the] various design services than those [removed: we] [added: the Company] typically face in [removed: our] [added: its] core assembly and manufacturing services.

[removed: *Systems Assembly and Manufacturing.*] Our [added: systems] assembly and manufacturing [removed: operations, which] [added: operations] generate the majority of our [removed: revenues, include] [added: revenues and includes] printed circuit board assembly and assembly of systems and subsystems that incorporate printed circuit boards and complex electromechanical components.

We assemble [removed: electronics] [added: electronic] products with custom electronic enclosures on either a build-to-order or configure-to-order basis.

As [removed: our] customers seek to provide greater functionality in physically smaller products, they increasingly require more sophisticated manufacturing technologies and processes.

[removed: Our systems assembly] [added: *Systems Assembly] and [removed: manufacturing capabilities includes the following:][added: Manufacturing*.]

[removed: *Power Modules.*] We offer a full-service power supply business that provides a range of solutions from custom to highly scalable system solutions.

[removed: *Logistics.* Through our] [added: The] Flex Global Services [removed: business, we provide] [added: business provides] after-market and forward supply chain logistics services.

[removed: *Reverse Logistics and Repair Services.*] We offer a suite of integrated reverse logistics and repair solutions that use globally consistent processes, which help increase our customers' brand loyalty by improving turnaround times and raising end-customer satisfaction levels.

[removed: We help our] [added: Flex helps its] customers responsibly [added: design and] build products that create value and improve people’s lives.

To maintain [removed: our] competitiveness and world-class capabilities, we focus on hiring and retaining the world's best talent.

We have [removed: taken steps to attract] [added: focused on attracting] the best engineering, functional and operational leaders and have accelerated efforts to develop the future leaders of the [removed: company.][added: Company.]

We believe that building strong partnerships with our [removed: customer] [added: customers] and delivering on our commitments strengthens trust and customer retention.

[removed: Our] [added: For Flex,] customers come first, and we have a relentless focus on delivering distinctive products and services in a cost-effective manner with fast time to market.

We are highly collaborative and leverage our global system and processes to operate with speed and responsiveness to provide [removed: our] customers [removed: with] a reliant [added: and resilient] supply chain [removed: partner.][added: and manufacturing technology solutions and services.]

[removed: We focus] [added: Flex focuses] on high-growth industries and markets where we have distinctive competence and [added: a] compelling value [removed: propositions.][added: proposition.]

Examples include [removed: our] investments in specific technologies and industries [removed: including] [added: such as] healthcare, automotive, [removed: industrial markets,] [added: industrial,] and energy.

Our market-focused approach to managing our business increases [removed: our] customers' competitiveness by leveraging our deep vertical industry and cross-industry expertise, as well as global scale, regional presence and agility to respond to changes in market dynamics.

We continue to invest in maintaining [removed: the] leadership [removed: of] [added: position in] our world-class manufacturing and services capabilities including automation, [removed: new product introduction] [added: simulation tools, digitizing our factories] and [removed: large-scale manufacturing.][added: implementing leading edge Industry 4.0 methodologies.]

We [removed: continue to capitalize on our industrial park concept, where we co-locate] [added: leverage] our [removed: design, manufacturing, and service resources] [added: broad set of capabilities] globally [removed: in lower-cost regions,] to provide a competitive advantage by minimizing logistics, manufacturing costs, and cycle times while increasing flexibility and responsiveness.

We [removed: continue to] [added: continuously] enhance our business through the development and expansion of our product and service offerings.

We strive to maintain the efficiency and flexibility of [removed: our] [added: the] organization, with repeatable execution that adapts to macro-economic changes to provide clear value to [removed: our] customers, while increasing their competitiveness.

In the first quarter of fiscal year 2021, Flex made certain changes in its organization structure as part of its strategy to further drive growth, efficiency and productivity with two focused and complementary delivery models, Flex Agility Solutions and Flex Reliability Solutions, Flex now reports its financial performance based on these two reportable segments:

- Flex Agility Solutions ("FAS"), which is comprised of the following end markets:

◦*Communications, Enterprise and Cloud ("CEC")*, including data infrastructure, edge infrastructure and communications infrastructure;

◦*Lifestyle*, including appliances, consumer packaging, floorcare, micro mobility and audio; and

◦*Consumer Devices*, including mobile and high velocity consumer devices.

- Flex Reliability Solutions ("FRS"), which is comprised of the following end markets:

◦*Automotive*, including autonomous, connectivity, electrification, and smart technologies;

◦*Health Solutions*, including medical devices, medical equipment and drug delivery; and

◦*Industrial*, including capital equipment, industrial devices, renewable including our Nextracker business, grid edge, and power systems.

The FAS segment is optimized for speed to market based on a highly flexible supply and manufacturing system.

The FRS segment is optimized for longer product lifecycles requiring complex ramps with specialized production models and critical environments.

Additionally, we believe there are significant opportunities for global

Flex’s strategy is to continue investing in areas where we can differentiate and add value, whether through engineering and design services, product technologies or developing differentiated processes and business methods.

We are strengthening our abilities in software, robotics, AI, factory automation, and other disruptive technologies.

We select ethical partners and integrate the supply chain so that our customers can operate efficiently and responsibly.

We are committed to investing in our employees and communities, which includes addressing critical environmental issues.

*People*.

*Markets*.

*Operations*.

Our experience with new product introductions and manufacturing ramps provides customers with a time to market advantage.

- *Broad range of services*: Our full range of services include innovation and design, engineering, manufacturing, forward and reverse logistics, and circular economy supply chain management.

*Design and Engineering Services*.

- System architecture;

- Cross-industry technologies;

Our systems assembly and manufacturing capabilities includes enclosures, testing services, and materials procurement and inventory management.

*Power Modules*.

*Logistics*.

*Reverse Logistics and Repair Services*.

Flex’s market is extremely competitive.

Our global expertise, footprint and diverse supply chain network provides customers the ability to quickly adjust to changing regional, trade and manufacturing dynamics.

We offer one of the most trusted and resilient global supply chain through a combination of deep expertise, technology, collaboration and disciplined execution to help customers build and deliver products that improve the world.

HUMAN CAPITAL MANAGEMENT

We believe that the performance of our Company is impacted by our human capital management, and as a result we consistently work to attract, select, develop, engage and retain strong, diverse talent.

In 2020, the Company introduced new vision, mission, purpose, and value statements in support of cultivating an inclusive, high-performing culture where employees are empowered and given opportunities to reach their full potential.

We recognize that we have an opportunity to promote and support a culture of inclusion and diversity, wellness, and health and safety among our employees.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Region: | | | Number of Employees | | |

| Asia | | | 59,252 | | |

| Americas | | | 76,503 | | |

As of March 31, 2020, our reporting business segments were as follows:

| | |

| --- | --- |

| • | High Reliability Solutions ("HRS"), which is comprised of our health solutions business, including surgical equipment, drug delivery, diagnostics, telemedicine, disposable devices, imaging and monitoring, patient mobility and ophthalmology; and our automotive business, including vehicle electrification, connectivity, autonomous, and smart technologies; |

| • | Industrial and Emerging Industries ("IEI"), which is comprised of energy including advanced metering infrastructure, energy storage, smart lighting, smart solar energy; and industrial, including semiconductor and capital equipment, office solutions, household industrial and lifestyle, industrial automation and kiosks; |

| • | Communications & Enterprise Compute ("CEC"), which includes our telecom business of radio access base stations, remote radio heads and small cells for wireless infrastructure; our networking business, which includes optical, routing, and switching products for data and video networks; our server and storage platforms for both enterprise and cloud-based deployments; next generation storage and security appliance products; and rack-level solutions, converged infrastructure and software-defined product solutions; and |

| • | Consumer Technologies Group ("CTG"), which includes our consumer-related businesses in IoT enabled devices, audio and consumer power electronics, mobile devices; and various supply chain solutions for consumer, computing and printing devices. |

These segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Operating Decision Maker (“CODM”).

Our segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer bases, delivery channels and similar economic characteristics.

Refer to note 20 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for additional information on our operating segments.

In March 2020, we announced a change in organization structure as part of our strategy to further drive growth and productivity with two focused delivery models.

As a result, beginning in fiscal year 2021, we expect to report our financial performance based on two reportable segments (Flex Agility Solutions Group and Flex Reliability Solutions Group) and analyze operating income as the measure of segment profitability.

For the fiscal year ended March 31, 2020, we had revenue of $24.2 billion and net income of $88 million.

Flex offers solutions that span from initial design through ramp-up and volume manufacturing as well as through end of life and circularity offerings.

This full range of capabilities provides our customers with expertise across the entire value chain.

Technology innovation is at the center of delivering these end-to-end capabilities.

We believe that the combination of our design and engineering services, advanced supply chain management solutions and manufacturing technology capabilities along with our global scale and regional presence provide us with a competitive advantage.

INDUSTRY OVERVIEW

Our areas of expertise are design, manufacturing and supply chain services for a broad range of products, from medical devices, connected automotive systems and smart home appliances to cloud and data center infrastructures.

As such, the closest broad definition of our industry remains the outsourced EMS industry.

The estimated growth of the EMS industry for calendar year 2019 was minimal at approximately 1%.

The intensely competitive nature of the electronics industry, the increasing complexity and sophistication of electronics products, and pressures on OEMs to reduce product costs and shorten product life cycles are all factors that encourage OEMs to utilize supply chain service providers as part of their business and manufacturing strategies.

Utilizing global manufacturing and service providers allows OEMs to take advantage of the global design, manufacturing and supply chain management expertise of outsource providers, and enables OEMs to concentrate on product research, development, marketing, and sales.

We believe that OEMs realize a number of important benefits through their strategic relationships with EMS providers, including:

| • | Improved inventory management and purchasing power; |

| • | Access to worldwide design, engineering, manufacturing, and after-market service capabilities; |

| • | Ability to focus on core branding and R&D initiatives; |

| • | Accelerated time to market and time-to-volume production; |

| • | Improved efficiency and optimized production costs; |

| • | Improved product quality through advanced design and production at scale; and |

| • | Reduced capital investment requirements and fixed costs; |

We offer a broad range of customizable services to our customers.

We

*Innovation Services.* We provide a comprehensive set of services that enable companies to successfully ideate, create new products and solutions, and gain access to new markets.

These services span the entire product introduction and solution lifecycle by providing access to new cross-industry and technology platforms and building block technologies, accelerating innovation and product development from early concepts to final production-ready design, and providing advanced manufacturing and testing for new product introduction and market access to grow our customers' offerings.

| • | *Innovation and Design Centers.* Our Innovation and Design Centers specialize in supporting customer design and product development. Customers gain access to our design and engineering facilities, technical subject matter expertise, and rapid prototyping resources such as metal and plastic 3D printers and soft tooling capabilities. |

| • | *Cross-industry Technologies.* Along with our portfolio of specific building block technologies in electrical/electronics, electromechanical, and software, we also have deep technical expertise in cross-industry technologies including: Human Machine Interface (HMI), Audio and Video, System in Package (SIP), Miniaturization, IoT Platforms and Power Management. |

| • | *Systems Integration Services.* Through systems integration, we design and integrate advanced data center servers, storage and networking equipment, and data center appliances. These systems provide engineering and design services with an emphasis on multivendor integration and open technologies that promote interoperability at a lower cost. |

Our design and engineering services are provided by our global market-based engineering teams and cover a broad range of technical competencies:

In these operations, we employ just-in-time, ship-to-stock and ship-to-line programs, continuous flow manufacturing, demand flow processes, and statistical process controls.

[removed: Form 10-K][added: Form 10-K]

| (Mark One) | | | [added: | | | | | |]

| ☒ | | [added: | | | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended March] [added: ended March] 31, [removed: 2020][added: 2021]

| ☐ | | [added: | | | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission file [removed: number 000-23354][added: number 000-23354]

| Singapore | | [added: | | | |] Not Applicable | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]

| 2 Changi South Lane, | | | [added: | | | | | |]

| Singapore | | [added: | | | |] 486123 | [added: | |]

| (Address of registrant's principal executive offices) | | [added: | | | |] (Zip Code) | [added: | |]

[removed: (65) 6876-9899][added: (65) 6876-9899]

| Title of each class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of each exchange on which registered | [added: | |]

| Ordinary Shares, No Par Value | | [added: | | | |] FLEX | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

| Large Accelerated Filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| Emerging growth company | [added: | |] ☐ | | | | | | | [added: | | | | | | | | | | | | | |]

As of September [removed: 27, 2019,] [added: 25, 2020,] the aggregate market value of the Company's ordinary shares held by non-affiliates of the registrant was approximately $5.3 billion based upon the closing sale price as reported on the Nasdaq Global Select Market.

| Class | | [added: | | | |] Outstanding at May [removed: 20, 2020] [added: 14, 2021] | [added: | |]

| Ordinary Shares, No Par Value | | [removed: 497,611,169] | [added: | | | 490,742,161 | | |]

| Document | | [added: | | | |] Parts into Which Incorporated | [added: | |]

| Proxy Statement to be delivered to shareholders in connection with the Registrant's [removed: 2020] [added: 2021] Annual General Meeting of Shareholders | | [added: | | | |] Part III | [added: | |]

| | | [added: | | | |] Page | [added: | |]

| | [added: | |] [Forward-Looking [removed: Statements](#sDF21A3166C015A1EA54F642E032E97D4)] [added: Statements](#i875928676256471f83d4710eec703abc_13)] | [removed: [3](#sDF21A3166C015A1EA54F642E032E97D4)] | [added: | [4](#i875928676256471f83d4710eec703abc_13) | | |]

| [Item [removed: 1.](#sF3389A8FDA3A5BA9AF7CC07A72514104)] [added: 1.](#i875928676256471f83d4710eec703abc_16)] | [removed: [Business](#sF3389A8FDA3A5BA9AF7CC07A72514104)] | [removed: [3](#sF3389A8FDA3A5BA9AF7CC07A72514104)] | [added: [Business](#i875928676256471f83d4710eec703abc_16) | | | [4](#i875928676256471f83d4710eec703abc_16) | | |]

| [Item [removed: 1A.](#sD2BBA78B9D1555E2AA5A45FA99CAF323)] [added: 1A.](#i875928676256471f83d4710eec703abc_58)] | [added: | |] [Risk [removed: Factors](#sD2BBA78B9D1555E2AA5A45FA99CAF323)] [added: Factors](#i875928676256471f83d4710eec703abc_58)] | [removed: [11](#sD2BBA78B9D1555E2AA5A45FA99CAF323)] | [added: | [11](#i875928676256471f83d4710eec703abc_58) | | |]

| [Item [removed: 1B.](#sE8BD2A2DE20A5AA39F0ADAE431D89FAB)] [added: 1B.](#i875928676256471f83d4710eec703abc_61)] | [added: | |] [Unresolved Staff [removed: Comments](#sE8BD2A2DE20A5AA39F0ADAE431D89FAB)] [added: Comments](#i875928676256471f83d4710eec703abc_61)] | [removed: [27](#sE8BD2A2DE20A5AA39F0ADAE431D89FAB)] | [added: | [28](#i875928676256471f83d4710eec703abc_61) | | |]

| [Item [removed: 2.](#s8BE93709FE5F539484DE6120EEE042A9)] [added: 2.](#i875928676256471f83d4710eec703abc_64)] | [removed: [Properties](#s8BE93709FE5F539484DE6120EEE042A9)] | [removed: [27](#s8BE93709FE5F539484DE6120EEE042A9)] | [added: [Properties](#i875928676256471f83d4710eec703abc_64) | | | [28](#i875928676256471f83d4710eec703abc_64) | | |]

| [Item [removed: 3.](#s0A7D0845C9C457CA8B1BF768BCDDCFF2)] [added: 3.](#i875928676256471f83d4710eec703abc_67)] | [added: | |] [Legal [removed: Proceedings](#s0A7D0845C9C457CA8B1BF768BCDDCFF2)] [added: Proceedings](#i875928676256471f83d4710eec703abc_67)] | [removed: [28](#s0A7D0845C9C457CA8B1BF768BCDDCFF2)] | [added: | [28](#i875928676256471f83d4710eec703abc_67) | | |]

| [Item [removed: 4.](#s463EE79232175CB2B90B964CEC8A2032)] [added: 4.](#i875928676256471f83d4710eec703abc_70)] | [added: | |] [Mine Safety [removed: Disclosures](#s463EE79232175CB2B90B964CEC8A2032)] [added: Disclosures](#i875928676256471f83d4710eec703abc_70)] | [removed: [28](#s463EE79232175CB2B90B964CEC8A2032)] | [added: | [28](#i875928676256471f83d4710eec703abc_70) | | |]

| [Item [removed: 5.](#s4222C4C98BDD538F8FA4035D56E285F4)] [added: 5.](#i875928676256471f83d4710eec703abc_76)] | [added: | |] [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#s4222C4C98BDD538F8FA4035D56E285F4)] [added: Securities](#i875928676256471f83d4710eec703abc_76)] | [removed: [29](#s4222C4C98BDD538F8FA4035D56E285F4)] | [added: | [29](#i875928676256471f83d4710eec703abc_76) | | |]

| [Item [removed: 6.](#sBE9EF7DF9D685051BDAF312011B05C38)] [added: 6.](#i875928676256471f83d4710eec703abc_79)] | [added: | |] [Selected Financial [removed: Data](#sBE9EF7DF9D685051BDAF312011B05C38)] [added: Data](#i875928676256471f83d4710eec703abc_79)] | [removed: [32](#sBE9EF7DF9D685051BDAF312011B05C38)] | [added: | [32](#i875928676256471f83d4710eec703abc_79) | | |]

| [Item [removed: 7.](#sAA0074768FBB595E87ACA25A5FBDF5DC)] [added: 7.](#i875928676256471f83d4710eec703abc_82)] | [added: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sAA0074768FBB595E87ACA25A5FBDF5DC)] [added: Operations](#i875928676256471f83d4710eec703abc_82)] | [removed: [33](#sAA0074768FBB595E87ACA25A5FBDF5DC)] | [added: | [33](#i875928676256471f83d4710eec703abc_82) | | |]

| [Item [removed: 7A.](#sA6AB1BBF32B258558366CE4D1F827809)] [added: 7A.](#i875928676256471f83d4710eec703abc_106)] | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sA6AB1BBF32B258558366CE4D1F827809)] [added: Risk](#i875928676256471f83d4710eec703abc_106)] | [removed: [53](#sA6AB1BBF32B258558366CE4D1F827809)] | [added: | [51](#i875928676256471f83d4710eec703abc_106) | | |]

| [Item [removed: 8.](#s19C8A8B06FE15650A1545B9F81B00C9C)] [added: 8.](#i875928676256471f83d4710eec703abc_109)] | [added: | |] [Financial Statements and Supplementary [removed: Data](#s19C8A8B06FE15650A1545B9F81B00C9C)] [added: Data](#i875928676256471f83d4710eec703abc_109)] | [removed: [55](#s19C8A8B06FE15650A1545B9F81B00C9C)] | [added: | [53](#i875928676256471f83d4710eec703abc_109) | | |]

| [Item [removed: 9.](#s1E4E9111D87D51DAA49D85E62B9AFCE4)] [added: 9.](#i875928676256471f83d4710eec703abc_226)] | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s1E4E9111D87D51DAA49D85E62B9AFCE4)] [added: Disclosure](#i875928676256471f83d4710eec703abc_226)] | [removed: [107](#s1E4E9111D87D51DAA49D85E62B9AFCE4)] | [added: | [106](#i875928676256471f83d4710eec703abc_226) | | |]

| [Item [removed: 9A.](#s199352B445185FF9A7CCF23D6056C619)] [added: 9A.](#i875928676256471f83d4710eec703abc_229)] | [added: | |] [Controls and [removed: Procedures](#s199352B445185FF9A7CCF23D6056C619)] [added: Procedures](#i875928676256471f83d4710eec703abc_229)] | [removed: [107](#s199352B445185FF9A7CCF23D6056C619)] | [added: | [106](#i875928676256471f83d4710eec703abc_229) | | |]

| [Item [removed: 9B.](#s494B3A72685F532D9F4878E1D96CFD78)] [added: 9B.](#i875928676256471f83d4710eec703abc_232)] | [added: | |] [Other [removed: Information](#s494B3A72685F532D9F4878E1D96CFD78)] [added: Information](#i875928676256471f83d4710eec703abc_232)] | [removed: [110](#s494B3A72685F532D9F4878E1D96CFD78)] | [added: | [108](#i875928676256471f83d4710eec703abc_232) | | |]

| [removed: [PART III](#s02D5ED51E0165550A457FC0070BBBF97)] [added: [PART III](#i875928676256471f83d4710eec703abc_235)] | | | [added: | | | | | |]

| [Item [removed: 10.](#s2E0A14831EED52CDA86F49FE5210157F)] [added: 10.](#i875928676256471f83d4710eec703abc_238)] | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s2E0A14831EED52CDA86F49FE5210157F)] [added: Governance](#i875928676256471f83d4710eec703abc_238)] | [removed: [110](#s2E0A14831EED52CDA86F49FE5210157F)] | [added: | [108](#i875928676256471f83d4710eec703abc_238) | | |]

| [Item [removed: 11.](#s3B3DBD6FDBB95F0AAB0BD5D951FC682B)] [added: 11.](#i875928676256471f83d4710eec703abc_241)] | [added: | |] [Executive [removed: Compensation](#s3B3DBD6FDBB95F0AAB0BD5D951FC682B)] [added: Compensation](#i875928676256471f83d4710eec703abc_241)] | [removed: [110](#s3B3DBD6FDBB95F0AAB0BD5D951FC682B)] | [added: | [108](#i875928676256471f83d4710eec703abc_241) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [PART I](#i875928676256471f83d4710eec703abc_13) | | | | | | | | |

| [PART II](#i875928676256471f83d4710eec703abc_73) | | | | | | | | |

| [Item 9C.](#i875928676256471f83d4710eec703abc_2261) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i875928676256471f83d4710eec703abc_2261) | | | [108](#i875928676256471f83d4710eec703abc_232) | | |

| [PART IV](#i875928676256471f83d4710eec703abc_253) | | | | | | | | |

| [Signatures](#i875928676256471f83d4710eec703abc_259) | | | | | | [113](#i875928676256471f83d4710eec703abc_259) | | |

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| [PART I](#sDF21A3166C015A1EA54F642E032E97D4) | | |

| [PART II](#s478C7834EBBD5A04B1F5181D425D0812) | | |

| [PART IV](#s46DEECEF777B539B9311B8810F8164D5) | | |

| [Signatures](#sED3EF417638358BCB17120BBEB59DE12) | | [115](#sED3EF417638358BCB17120BBEB59DE12) |

Our facilities consist of a global network of industrial parks, regional manufacturing operations, and design, engineering and product introduction centers, providing approximately 27 million square feet of productive capacity as of March 31, [removed: 2020.][added: 2021.]

| | [added: | |] Leased (Manufacturing) | | | [added: | | |] Owned (Manufacturing) | | | [added: | | |] Total (Manufacturing) | | | [added: | | | | | | | | |] Non-manufacturing | | | [added: | | |] Total | | [added: |]

| | [added: | |] (in million square feet) | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]

Our facilities include large industrial parks, ranging in size from approximately 100,000 to [removed: 5.7] [added: 4.4] million square feet in Brazil, China, India, and Mexico.

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| Americas | | | 4.1 | | | | | | 6.1 | | | | | | 10.2 | | | | | | | | | | | | 8.2 | | | | | | 18.4 | | |

| Asia | | | 6.2 | | | | | | 5.8 | | | | | | 12.0 | | | | | | | | | | | | 6.9 | | | | | | 18.9 | | |

| Europe | | | 1.9 | | | | | | 2.8 | | | | | | 4.7 | | | | | | | | | | | | 5.4 | | | | | | 10.1 | | |

| Total | | | 12.2 | | | | | | 14.7 | | | | | | 26.9 | | | | | | | | | | | | 20.5 | | | | | | 47.4 | | |

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| Americas | 3.8 | | | 5.6 | | | 9.4 | | | 8.8 | | | 18.2 | |

| Asia | 6.8 | | | 5.9 | | | 12.7 | | | 7.8 | | | 20.5 | |

| Europe | 2.3 | | | 2.6 | | | 4.9 | | | 4.9 | | | 9.8 | |

| Total | 12.9 | | | 14.1 | | | 27.0 | | | 21.5 | | | 48.5 | |

As of May [removed: 20, 2020] [added: 14, 2021] there were [removed: 2,994] [added: 2,933] holders of record of our ordinary shares.

We currently do not have plans to pay any [added: cash] dividends in fiscal year [removed: 2021.][added: 2022.]

The graph below assumes that $100 was invested in our ordinary shares, in the Standard & Poor's 500 Stock Index and in the peer group described above on March 31, [removed: 2015] [added: 2016] and reflects the annual return through March 31, [removed: 2020,] [added: 2021,] assuming dividend reinvestment.

[removed: ][added: ]

Copyright [removed: 1980-2020][added: 1980-2021]

The following table provides information regarding purchases of our ordinary shares made by us for the period from January 1, [removed: 2020] [added: 2021] through March 31, [removed: 2020.][added: 2021.]

| Period (2) | | [added: | | | |] Total Number of Shares Purchased (1) | | | [added: | | |] Average Price Paid per Share | | | | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | [added: | | |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | | |

[removed: |] (1) [removed: |] During the period from January 1, [removed: 2020] [added: 2021] through March 31, [removed: 2020] [added: 2021] all purchases were made pursuant to the program discussed below in open market transactions. [removed: All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934. |]

[removed: | (2) | On August 20, 2019, our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $500 million.] This is in accordance with the share purchase mandate whereby our shareholders approved a repurchase limit of 20% of our issued ordinary shares outstanding at the Annual General Meeting held on the same date as the Board authorization. [removed: As of March 31, 2020, shares in the aggregate amount of $315.2 million were available to be repurchased under the current plan. |]

Since inception, we have not declared [removed: or] [added: nor] paid any cash dividends on our ordinary shares, and we currently do not have plans to pay any [added: cash] dividends.

Shareholders who apply, or who are required to apply, the Singapore Financial Reporting Standard [removed: 39] [added: 109] Financial [removed: Instruments—Recognition and Measurement] [added: Instruments] ("FRS [removed: 39")] [added: 109")] for the purposes of Singapore income tax may be required to recognize gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS [removed: 39] [added: 109] (as modified by the applicable provisions of Singapore income tax law) even though no sale or disposal of shares is made.

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| | | | 3/16 | | | | | | 3/17 | | | | | | 3/18 | | | | | | 3/19 | | | | | | 3/20 | | | | | | 3/21 | | |

| Flex Ltd. | | | 100.00 | | | | | | 139.30 | | | | | | 135.41 | | | | | | 82.92 | | | | | | 69.44 | | | | | | 151.82 | | |

| S&P 500 Index | | | 100.00 | | | | | | 117.17 | | | | | | 133.57 | | | | | | 146.25 | | | | | | 136.05 | | | | | | 212.71 | | |

| Peer Group | | | 100.00 | | | | | | 145.91 | | | | | | 131.95 | | | | | | 104.01 | | | | | | 87.70 | | | | | | 177.65 | | |

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| January 1 - January 29, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 462,318,284 | |

| January 30 - February 26, 2021 | | | | | | 2,862,625 | | | | | | 18.86 | | | | | | 2,862,625 | | | | | | 408,318,704 | | |

| February 27 - March 31, 2021 | | | | | | 5,229,442 | | | | | | 17.56 | | | | | | 5,229,442 | | | | | | 316,512,931 | | |

| Total | | | | | | 8,092,067 | | | | | | | | | | | | 8,092,067 | | | | | | | | |

All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.

(2) On August 7, 2020, our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $500 million.

As of March 31, 2021, shares in the aggregate amount of $316.5 million were available to be repurchased under the current plan.

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| | 3/15 | | | 3/16 | | | 3/17 | | | 3/18 | | | 3/19 | | | 3/20 | |

| Flex Ltd. | 100.00 | | | 95.11 | | | 132.49 | | | 128.79 | | | 78.86 | | | 66.05 | |

| S&P 500 Index | 100.00 | | | 101.78 | | | 119.26 | | | 135.95 | | | 148.86 | | | 138.47 | |

| Peer Group | 100.00 | | | 90.70 | | | 137.35 | | | 117.24 | | | 110.69 | | | 93.72 | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| January 1 - January 31, 2020 | | 727,887 | | | $ | 13.05 | | | 727,887 | | | $ | 392,523,252 | |

| February 1 - February 28, 2020 | | 3,690,995 | | | 12.98 | | | | 3,690,995 | | | 344,627,426 | | |

| February 29 - March 31, 2020 | | 3,015,107 | | | 9.75 | | | | 3,015,107 | | | 315,227,484 | | |

| Total | | 7,433,989 | | | | | | | 7,433,989 | | | | | |

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For deaths prior to February 15, 2008 the following rules apply:

If an individual who is not domiciled in Singapore dies on or after January 1, 2002, no estate tax is payable in Singapore on any of our shares held by the individual.

If property passing upon the death of an individual domiciled in Singapore includes our shares, Singapore estate duty is payable to the extent that the value of the shares aggregated with any other assets subject to Singapore estate duty exceeds S$600,000.

Unless other exemptions apply to the other assets, for example, the separate exemption limit for residential properties, any excess beyond S$600,000 will be taxed at 5% on the first S$12,000,000 of the individual's chargeable assets and thereafter at 10%.

[added: The reclassifications had no effect on the previously reported results of operations] (Amounts may not sum due to rounding).

| | [added: | |] Fiscal Year Ended March 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | [added: | | 2021 | | | | | |] 2020 | | | | [added: | |] 2019 | | | | [removed: 2018] | | [added: 2018] | | [removed: 2017] | | | | [removed: 2016] [added: 2017] | | |

| | [added: | |] (In millions, except per share amounts) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| CONSOLIDATED STATEMENT OF OPERATIONS DATA: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Net sales | [added: | |] $ | [removed: 24,210] [added: 24,124] | | | [added: | |] $ | [removed: 26,211] [added: 24,210] | | | [added: | |] $ | [removed: 25,441] [added: 26,211] | | | [added: | |] $ | [removed: 23,863] [added: 25,441] | | | [added: | |] $ | [removed: 24,419] [added: 23,863] | |

| Cost of sales | [added: | | 22,349 | | | | | |] 22,681 | | | | [added: | |] 24,594 | | | | [removed: 23,778] | | [added: 23,778] | | [removed: 22,303] | | | | [removed: 22,811] [added: 22,303] | | |

| Restructuring charges (3) | [added: | | 88 | | | | | |] 190 | | | | [added: | |] 99 | | | | [removed: 67] | | [added: 67] | | [removed: 39] | | | | [removed: —] [added: 39] | | |

| Gross profit | [added: | | 1,687 | | | | | |] 1,338 | | | | [added: | |] 1,518 | | | | [removed: 1,596] | | [added: 1,596] | | [removed: 1,521] | | | | [removed: 1,608] [added: 1,521] | | |

| Selling, general and administrative expenses | [added: | | 817 | | | | | |] 834 | | | | [added: | |] 953 | | | | [removed: 1,019] | | [added: 1,019] | | [removed: 937] | | | | [removed: 955] [added: 937] | | |

| Intangible amortization | [added: | | 62 | | | | | |] 64 | | | | [added: | |] 74 | | | | [removed: 79] | | [added: 79] | | [removed: 81] | | | | [removed: 66] [added: 81] | | |

| Restructuring charges (3) | [added: | | 13 | | | | | |] 26 | | | | [added: | |] 14 | | | | [removed: 24] | | [added: 24] | | [removed: 11] | | | | [removed: —] [added: 11] | | |

| Other charges (income), net (1) | [removed: 92] | | [added: (67)] | | [removed: 110] | | | | [removed: (170] [added: 82] | | [removed: )] | | [removed: 21] | | [added: 120] | | [removed: 48] | | | [added: | (184) | | | | | | 1 | | |]

| Income before income taxes | [added: | | 714 | | | | | |] 158 | | | | [added: | |] 182 | | | | [removed: 521] | | [added: 521] | | [removed: 371] | | | | [removed: 455] [added: 371] | | |

| Provision for income taxes | [added: | | 101 | | | | | |] 71 | | | | [added: | |] 89 | | | | [removed: 92] | | [added: 92] | | [removed: 51] | | | | [removed: 11] [added: 51] | | |

| Net income | [added: | |] $ | [removed: 88] [added: 613] | | | [added: | |] $ | [removed: 93] [added: 88] | | | [added: | |] $ | [removed: 429] [added: 93] | | | [added: | |] $ | [removed: 320] [added: 429] | | | [added: | |] $ | [removed: 444] [added: 320] | |

| Diluted earnings per share: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Total | [added: | |] $ | [removed: 0.17] [added: 1.21] | | | [added: | |] $ | [removed: 0.18] [added: 0.17] | | | [added: | |] $ | [removed: 0.80] [added: 0.18] | | | [added: | |] $ | [removed: 0.59] [added: 0.80] | | | [added: | |] $ | [removed: 0.79] [added: 0.59] | |

| | [added: | |] As of March 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | [added: | |] (In millions) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| CONSOLIDATED BALANCE SHEET DATA: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Working capital (2) | [added: | |] $ | [removed: 1,875] [added: 3,529] | | | [added: | |] $ | [removed: 1,506] [added: 1,875] | | | [added: | |] $ | [removed: 1,902] [added: 1,506] | | | [added: | |] $ | [removed: 1,883] [added: 1,902] | | | [added: | |] $ | [removed: 1,743] [added: 1,883] | |

| Total assets | [added: | | 15,836 | | | | | |] 13,690 | | | | [added: | |] 13,499 | | | | [removed: 13,716] | | [added: 13,716] | | [removed: 12,593] | | | | [removed: 12,385] [added: 12,593] | | |

| Total long-term debt, excluding current portion [removed: (4)] | [added: | | 3,515 | | | | | |] 2,689 | | | | [added: | |] 2,422 | | | | [removed: 2,898] | | [added: 2,898] | | [removed: 2,891] | | | | [removed: 2,709] [added: 2,891] | | |

| Shareholders' equity | [added: | | 3,436 | | | | | |] 2,831 | | | | [added: | |] 2,972 | | | | [removed: 3,019] | | [added: 3,019] | | [removed: 2,678] | | | | [removed: 2,606] [added: 2,678] | | |

[removed: | (1) | For] [added: (1)For] fiscal years [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] refer to note 16 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further discussion. [removed: |]

[removed: | (2) | Working] [added: (2)Working] capital is defined as current assets, less current liabilities. [removed: |]

[removed: | (3) | The Company initiated restructuring plans during fiscal years 2020, 2019, 2018 and 2017.] For the restructuring plans initiated during fiscal years [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] refer to note 15 to the consolidated financial statements in Item 8, "Financial Statements [removed: |][added: and Supplementary Data" for further discussion.]

As further discussed in note 2 to the consolidated financial statement in Item 8, the prior year amounts related to interest expense (income), net are now presented separately under interest, net, and the remaining balances under interest and other, net have been reclassified to the other charges (income), net within the consolidated statement of operations.

For comparability purposes, the prior periods have been recast to conform to the current presentation.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Interest, net | | | 148 | | | | | | 174 | | | | | | 175 | | | | | | 137 | | | | | | 120 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | |

During fiscal year 2018, the Company recognized a $151.6 million gain from the deconsolidation of Elementum, and $38.7 million of income from the sale of a non-strategic cost basis investment.

(3)The Company initiated restructuring plans during each of the fiscal years presented in the table above.

During fiscal year 2018, the Company initiated targeted restructuring activities focused on optimizing the Company's cost structure in lower growth areas and, more importantly, streamlining certain corporate and segment functions.

Restructuring charges are recorded based upon employee termination dates, site closures and consolidation plans generally in conjunction with an overall corporate initiative to drive cost reduction and realign the Company's global footprint.

The Company recognized approximately $78.6 million of cash charges predominantly related to employee severance costs and $12.1 million of non-cash charges for asset impairment and other exit charges under the above plan.

Of these total charges, approximately $66.8 million was recognized in cost of sales.

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Interest and other, net | 164 | | | | 183 | | | | 123 | | | | 100 | | | | 84 | | |

| | |

| --- | --- |

During fiscal year 2016, the Company incurred non-cash losses of $47.7 million primarily due to a $26.8 million loss on the disposition of a non-strategic Western European manufacturing facility, which included a non-cash foreign currency translation loss of $25.3 million, and a $21.8 million loss from the impairment of a non-core investment offset by immaterial currency translation gains.

and Supplementary Data" for further discussion.

| (4) | In May 2020, the Company issued $425 million aggregate principal amount of 3.750% Notes due February 2026, at 99.617% of face value, and $325 million aggregate principal amount of 4.875% Notes due May 2030, at 99.562% of face value. Refer to note 8 to the consolidated financial statement in Item 8, "Financial Statements and Supplementary Data" |

We have audited the accompanying consolidated balance sheets of Flex Ltd. and subsidiaries (the "Company") as of March 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended March 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, [removed: 2020,] [added: 2021,] based on the criteria established in *Internal Control-Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May [removed: 28, 2020,] [added: 19, 2021,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

The amount of variable consideration that is deferred is recorded in ‘customer-related accruals’ on the consolidated balance sheets, which totaled [removed: $195.1] [added: $242] million as of March 31, [removed: 2020.][added: 2021.]

Our audit procedures related to variable consideration and associated customer related accruals included the following, among [removed: others:]

[removed: | • |] [added: -] We tested the effectiveness of controls the Company has in place relating to reviewing customer contracts to identify price adjustment clauses, estimating variable consideration and assessing the reasonableness of customer related accrual balances. [removed: |]

[removed: | • |] [added: -] We evaluated the Company’s accounting policy with respect to variable consideration, as well as its process for identifying contracts that include potential price adjustment clauses. [removed: |]

[removed: | • |] [added: -] We selected a sample of contracts with customers that included potential price adjustment clauses and performed the following: [removed: |]

[removed: | • |] [added: -] We read the customer contracts to develop an understanding of clauses that could give rise to variable consideration and evaluated whether the Company’s accounting conclusions with respect to those clauses were reasonable. [removed: |]

[removed: | • |] [added: -] We obtained and tested the mathematical accuracy of the Company’s calculations of customer related accruals and evaluated the Company’s judgments regarding the amount of variable consideration that should be deferred. [removed: In making this evaluation we considered both the terms included in the customer contract and the Company’s historical experience in settling amounts with the customer. |]

| | [added: | |] As of March 31, | | | | | | | [added: | |]

| | [added: | | 2021 | | | | | |] 2020 | | | | [added: | |] 2019 | | |

| | [added: | |] (In [removed: thousands, except share] [added: millions, except share] amounts) | | | | | | | [added: | |]

| ASSETS | | | | | | | | [added: | | | |]

| Current assets: | | | | | | | | [added: | | | |]

| Accounts receivable, net of allowance for doubtful accounts (Note 2) | [removed: 2,435,982] | | [added: 4,106] | | [removed: 2,612,961] | | | [added: | 2,436 | | |]

| Contract assets | [removed: 282,444] | | [added: 135] | | [removed: 216,202] | | | [added: | 282 | | |]

| Other current assets | [removed: 660,085] | | [added: 590] | | [removed: 854,790] | | | [added: | 660 | | |]

| Total current assets | [removed: 9,086,270] | | [added: 11,363] | | [removed: 9,103,432] | | | [added: | 9,086 | | |]

| Property and equipment, [removed: net] [added: net:] | [removed: 2,215,991] | | | | [removed: 2,336,213] | | | [added: | | | | | | | | | | | | | | | |]

| Operating lease right-of-use assets, net | [removed: 605,070] | | [added: 642] | | [removed: —] | | | [added: | 605 | | |]

| Other intangible assets, net | [removed: 262,418] | | [added: 213] | | [removed: 330,995] | | | [added: | 262 | | |]

| LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | | [added: | | | |]

| Current liabilities: | | | | | | | | [added: | | | |]

| Bank borrowings and current portion of long-term debt | [added: | |] $ | [removed: 149,130] [added: 268] | | | [added: | |] $ | [removed: 632,611] [added: 149] | |

| Accounts payable | [removed: 5,108,251] | | [added: 5,247] | | [removed: 5,147,236] | | | [added: | 5,108 | | |]

| Other current liabilities | [removed: 1,590,060] | | [added: 1,846] | | [removed: 1,426,075] | | | [added: | 1,590 | | |]

| Total current liabilities | [removed: 7,211,085] | | [added: 7,834] | | [removed: 7,597,513] | | | [added: | 7,211 | | |]

| Long-term debt, net of current portion | [removed: 2,689,109] | | [added: 3,515] | | [removed: 2,421,904] | | | [added: | 2,689 | | |]

| Operating lease liabilities, non-current | [removed: 528,967] | | [added: 562] | | [removed: —] | | | [added: | 529 | | |]

| Commitments and contingencies (Note 13) | | | | | | | | [added: | | | |]

| Shareholders' equity | | | | | | | | [added: | | | |]

| Ordinary shares, no par value; [removed: 547,665,632] [added: 542,807,200] and [removed: 566,787,620] [added: 547,665,632] issued, and [removed: 497,426,277] [added: 492,567,845] and [removed: 516,548,265] [added: 497,426,277] outstanding as of March 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | [removed: 6,336,445] | | [added: 6,232] | | [removed: 6,523,750] | | | [added: | 6,336 | | |]

| Treasury stock, at cost; 50,239,355 shares as of March 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | [removed: (388,215] | | [removed: )] [added: (388)] | | [removed: (388,215] | | [removed: )] | [added: | (388) | | |]

| Accumulated deficit | [removed: (2,902,410] | | [removed: )] [added: (2,289)] | | [removed: (3,012,012] | | [removed: )] | [added: | (2,902) | | |]

| Accumulated other comprehensive loss | [removed: (214,667] | | [removed: )] [added: (119)] | | [removed: (151,163] | | [removed: )] | [added: | (215) | | |]

| Total shareholders' equity | [removed: 2,831,153] | | [added: 3,436] | | [removed: 2,972,360] | | | [added: | 2,831 | | |]

others:

In making this evaluation we considered both the terms included in the customer contract and the Company’s historical experience in settling amounts with the customer.

May 19, 2021

| | | | 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | 2,637 | | | | | $ | 1,923 | |

| Inventories | | | 3,895 | | | | | | 3,785 | | |

| Goodwill | | | 1,090 | | | | | | 1,065 | | |

| Other assets | | | 431 | | | | | | 456 | | |

| Total assets | | | $ | 15,836 | | | | | $ | 13,690 | |

| Accrued payroll | | | 473 | | | | | | 364 | | |

| Other liabilities | | | 489 | | | | | | 430 | | |

| Net sales | | | $ | 24,124 | | | | | $ | 24,210 | | | | | $ | 26,211 | |

| Cost of sales | | | 22,349 | | | | | | 22,681 | | | | | | 24,594 | | |

| Gross profit | | | 1,687 | | | | | | 1,339 | | | | | | 1,518 | | |

| Interest, net | | | 148 | | | | | | 174 | | | | | | 175 | | |

| Income before income taxes | | | 714 | | | | | | 159 | | | | | | 182 | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Basic | | | 499 | | | | | | 509 | | | | | | 527 | | |

| Diluted | | | 506 | | | | | | 512 | | | | | | 530 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | (In millions) | | | | | | | | | | | | | | |

| Net income | | | $ | 613 | | | | | $ | 88 | | | | | $ | 93 | |

| Comprehensive income | | | $ | 709 | | | | | $ | 24 | | | | | $ | 28 | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | (In millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| BALANCE AT MARCH 31, 2018 | | | 528 | | | | | | $ | 6,249 | | | | | $ | (3,144) | | | | | $ | (36) | | | | | $ | (50) | | | | | $ | (86) | | | | | $ | 3,019 | |

| BALANCE AT MARCH 31, 2019 | | | 517 | | | | | | 6,136 | | | | | | (3,012) | | | | | | (42) | | | | | | (109) | | | | | | (151) | | | | | | 2,973 | | |

Change in Accounting Principles

As discussed in Note 2 to the financial statements, the Company changed its method of accounting for leases in fiscal year 2020 due to the adoption of Accounting Standard Update (ASU) No. 2016-02, *Leases.* In fiscal year 2019, the Company changed its method of accounting for revenue from contracts with customers due to the adoption of ASU No. 2014-09, *Revenue from Contracts with Customers*, using the modified retrospective approach.

Goodwill - Consumer Technologies Group and Communications & Enterprise Compute Reporting Units - Refer to Note 2 to the financial statements

*Critical Audit Matter Description*

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

The Company determines the fair value of its reporting units using a combination of a discounted cash flow model and the market approach.

The determination of the fair value using the discounted cash flow model and market approach requires management to make significant judgments and assumptions related to forecasts of future revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA), and capital expenditures, and the selection of the discount rate.

As of March 31, 2020, the goodwill balance was approximately $1.1 billion, of which $103.3 million and $129.3 million was allocated to the Consumer Technologies Group (“CTG”) and Communications & Enterprise Compute (“CEC”) reporting units, respectively.

The fair values of the CTG and CEC reporting units exceeded their carrying values as of the measurement date and, therefore, no impairment was recognized.

We identified the goodwill valuation for CTG and CEC as a critical audit matter due to the relatively small excess of each reporting unit’s fair value over its book value, the significant judgments and assumptions made by management to estimate the fair value of the reporting units, and the inherent uncertainty of future forecasts that are dependent on the Company executing against its strategy for CTG and CEC.

These factors required a high degree of auditor judgement and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s judgments and assumptions related to forecasts of future revenues, EBITDA and capital expenditures, and the selection of the discount rate.

For these reasons we identified the valuation of CTG and CEC goodwill as a critical audit matter.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the forecasts of the CTG and CEC reporting units’ future revenues, EBITDA and capital expenditures, and the selection of the discount rate, included the following, among others:

| | |

| --- | --- |

| • | We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the forecasts of future revenue, EBITDA and capital expenditures, and selection of the discount rate. |

| • | We evaluated the reasonableness of management’s revenue, EBITDA and capital expenditures forecasts by comparing the forecasts to: |

| • | Historical revenues, EBITDA, and capital expenditures; |

| • | Internal communications to management and the Board of Directors; |

| • | Forecasted information included in Company press releases as well as in analyst and industry reports of the Company and companies in its peer group. |

| • | With the assistance of our fair value specialists, we evaluated the reasonableness of (1) the valuation methodology and (2) the discount rate by: |

| • | Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation; |

| • | Developing a range of independent estimates and comparing those to the discount rate selected by management. |

| • | We tested the recognition of previous deferrals for variable consideration to determine whether the conditions that resulted in the prior deferral had been resolved to support recognition of revenues in the current year. |

May 28, 2020

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Cash and cash equivalents | $ | 1,922,686 | | | $ | 1,696,625 | |

| Inventories | 3,785,073 | | | | 3,722,854 | | |

| Goodwill | 1,064,553 | | | | 1,073,055 | | |

| Other assets | 455,315 | | | | 655,672 | | |

| Total assets | $ | 13,689,617 | | | $ | 13,499,367 | |

| Accrued payroll | 363,644 | | | | 391,591 | | |

| Other liabilities | 429,303 | | | | 507,590 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net sales | $ | 24,209,870 | | | $ | 26,210,511 | | | $ | 25,441,131 | |

| Cost of sales | 22,681,490 | | | | 24,593,731 | | | | 23,778,404 | | |

| Gross profit | 1,337,956 | | | | 1,517,775 | | | | 1,595,882 | | |

| Interest and other, net | 163,727 | | | | 183,454 | | | | 122,823 | | |

[removed: | (a) | Evaluation] [added: (a)Evaluation] of Disclosure Controls and Procedures [removed: |]

The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, [removed: 2020.][added: 2021.]

Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, [removed: 2020,] [added: 2021,] the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits 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.

[removed: | (b) | Management's] [added: (b)Management's] Annual Report on Internal Control over Financial Reporting [removed: |]

As of March 31, [removed: 2020,] [added: 2021,] under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of the effectiveness of the Company's internal control over financial reporting based on the framework in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of March 31, [removed: 2020.][added: 2021.]

[removed: | (c) | Attestation] [added: (c)Attestation] Report of the Registered Public Accounting Firm [removed: |]

The effectiveness of the Company's internal control over financial reporting as of March 31, [removed: 2020] [added: 2021] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears in this Item under the heading "Report of Independent Registered Public Accounting Firm."

[removed: | (d) | Changes] [added: (d)Changes] in Internal Control Over Financial Reporting [removed: |]

There were no changes in our internal control over financial reporting that occurred during the fourth quarter ended March 31, [removed: 2020] [added: 2021] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited the internal control over financial reporting of Flex Ltd. and subsidiaries (the "Company") as of March 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.