Flex (FLEX) 10-K risk factor changes: FY2022 vs FY2021
The 2022-03-31 10-K against the 2021-03-31 one, compared heading by heading and sentence by sentence.
Item 1A70 rewritten68 added39 removed385 unchanged
All filing items953 rewritten647 added541 removed1,880 unchanged
Summary
counted, not written
- Item 1A lists 38 risk factor headings: 2 new, 1 reworded and 35 unchanged since FY2021. 2 headings from FY2021 no longer appear.
- Sentence by sentence, 647 added, 541 removed, 953 rewritten and 1,880 unchanged across 17 items that differ.
New Item 1A headings (2)
- Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could affect our ability to meet customer demand, lead to higher costs, or result in excess or obsolete inventory. We have been and continue to be adversely affected by supply chain issues, including shortages of required electronic components.
- Social and environmental responsibility policies and provisions may be difficult to comply with and may impose costs on us. Increasing attention on environmental, social and governance (ESG) matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.
Removed Item 1A headings (2)
- We may be adversely affected by supply chain issues, including shortages of required electronic components.
- Social and environmental responsibility policies and provisions may be difficult to comply with and may impose costs on us.
Reworded Item 1A headings (1)
- 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 [added: could] adversely affect our operating results.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
70 rewritten, 68 added, 39 removed, 385 unchanged
- Weak global economic conditions, geopolitical uncertainty [added: (including the ongoing conflict between Russia] and [added: Ukraine) 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 [removed: life cycles] [added: lifecycles] 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 [added: products and] services, we may lose business.
- A significant percentage of our sales [removed: come] [added: comes] from a small number of customers and a decline in sales to any of these customers could adversely affect our business.
[removed: -] We [removed: may] [added: have been and continue to] be adversely affected by supply chain issues, including shortages of required electronic [removed: components.][added: components.]
- A breach of our IT or physical security systems, or violation of data privacy laws, may cause us to incur significant legal and financial [removed: exposure.][added: exposure and disrupt our operations.]
Most recently, with the [removed: second wave of the pandemic,] [added: lockdowns in China,] we have been experiencing [added: temporary] plant closures and/or restrictions at certain [added: of our] manufacturing facilities in [removed: Brazil and Malaysia.]
[removed: In addition, India is experiencing a severe COVID-19 resurgence, which has resulted in] [added: There have been] renewed disease control measures [added: (most recently, in China)] being taken to limit [removed: its] [added: the] spread including movement bans and shelter-in-place orders.
As a result, the continued spread of COVID-19 could cause further disruptions in our supply chain and customer demand, and could adversely affect the ability of our customers to perform, including [removed: in] making timely payments to us, which could further adversely impact our business, financial [removed: condition] [added: condition,] and results of operations.
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 including [added: the emergence of more contagious or vaccine-resistant] variants of the virus, the availability and distribution of effective treatments and vaccines, and public health measures and actions taken throughout the 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 [removed: COVID-19, and there can be no assurance that the COVID-19]
[added: COVID-19, and there can be no assurance that the COVID-19] 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 [added: could] adversely affect our operating results.
[removed: We may not have sufficient capacity at any given time to meet] our customers' demands, and transfers from one facility to another can result in inefficiencies and costs due to excess capacity in one facility and corresponding capacity constraints at another.
Our ten largest customers accounted for approximately [removed: 36%, 39%] [added: 34%, 36%] and [removed: 43%] [added: 39%] of net sales in fiscal years [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.
No customer accounted for more than 10% of net sales in fiscal year [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]
If we are not able to [removed: timely] replace expired, canceled or reduced contracts with new [removed: business,] [added: business in a timely manner,] our revenues and profitability could be harmed.
From time to time, we have experienced shortages of some of the [added: components, including] electronic [removed: components] [added: components,] that we use.
We have also experienced, and [removed: may] continue to experience, such shortages due to the effects of the COVID-19 pandemic.
Most recently, we have experienced shortages of semiconductor components which has impacted our end [removed: markets including Lifestyle.][added: markets.]
These unanticipated component shortages have [removed: resulted] and [removed: could] [added: will] continue to result in curtailed production or delays in production, which [removed: may] prevent us from making scheduled shipments to customers.
Our inability to make scheduled shipments [removed: could] [added: has caused and will continue to] cause us to experience a reduction in sales, increase in inventory levels and costs, and could adversely affect relationships with existing and prospective customers.
As a result, component shortages have adversely [removed: affected and, could in the future] [added: affected, and will continue to] adversely affect, our operating results.
Our supply chain has [removed: also] been and [removed: may] [added: will] continue to be impacted by the COVID-19 pandemic, and may be impacted by other events outside our control, including macro-economic events, trade restrictions, political crises, [added: social unrest, terrorism, and conflicts (including the Russian invasion of Ukraine),] other public health emergencies, [added: trade restrictions,] or natural or environmental [removed: occurrences.][added: occurrences in locations where we or our customers and suppliers have manufacturing, research, engineering and other operations.]
In recent years, including fiscal years [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] we initiated targeted restructuring activities focused on optimizing our portfolio, in particular customers and products in our consumer devices business, optimizing our cost structure in lower growth areas and, more importantly, streamlining certain corporate and segment functions.
We are increasingly reliant on our information systems to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable [removed: data] [added: information] relating to employees, customers, and other business partners), and to manage or support a variety of critical business processes and activities.
In particular, the COVID-19 pandemic has caused us to modify our business practices, including requiring [added: or permitting] many of our office-based employees to work from home.
As a result, we are increasingly dependent upon our information systems to operate our business and our ability to effectively manage our business depends on the security, reliability and adequacy of our [removed: such] information systems.
We have implemented security systems with the intent of maintaining [added: and protecting] the physical security of our facilities and inventory and protecting our customers’ and our suppliers’ confidential information.
In addition, while we seek to detect and investigate all unauthorized attempts and attacks against our network, products, and services, and to prevent their recurrence where practicable through changes to our internal processes and tools, we are subject to, and at times have suffered from, breach [added: or attempted breach] of these security systems which have in the past and may in the future result in unauthorized access to our facilities and/or unauthorized [added: acquisition,] use or theft of the inventory or information we are trying to protect.
[removed: In addition, data privacy] laws [added: throughout the Asia Pacific region] and [removed: regulations, including] [added: across] the [removed: European Union General Data Protection Regulation (“GDPR”) effective May 2018,] [added: globe] pose increasingly complex compliance challenges, which may increase compliance costs, and any failure to comply with data privacy laws and regulations could result in significant penalties.
[removed: Additionally, California recently enacted legislation, the] [added: The] California Consumer Privacy Act (“CCPA”), [removed: which] became effective January 1, 2020 and was further amended by the California Privacy Rights Act, or CPRA, on November 3, 2020.
The [removed: CCPA,] [added: CCPA and CPRA,] among other requirements, require covered companies to provide new [added: rights and] disclosures to California consumers, and allow such consumers [removed: new] abilities to opt-out of certain sales of personal [removed: information.][added: information and other activities and will create a new regulatory enforcement body.]
[added: These potential new regulations and avenues for enforcement could result in among other things, government inquiries, which could result in significant penalties,] Additionally, new privacy laws and regulations are under development at the U.S. Federal and state level and many international jurisdictions.
The effects of the GDPR, the [removed: CCPA] [added: CPRA] and other [added: state laws and other] data privacy laws and [removed: regulations] [added: regulations, including the many international privacy laws,] may be significant, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.
[added: Any actual or perceived failures to comply with these laws or regulations, or related] contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and proceedings by governmental entities and private parties, damages for contract breach, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position.
The GDPR, [removed: CCPA] [added: U.S. state laws] and other laws and self-regulatory codes may affect our ability to reach current and prospective customers, to understand how our solutions and services are being used, to respond to customer requests allowed under the laws, and to implement our business strategy effectively.
These [removed: new] laws and regulations could similarly affect our customers.
We have completed numerous acquisitions of [removed: businesses] [added: businesses, including the recent acquisition of Anord Mardix,] and we may acquire additional businesses in the future.
In addition, in connection with expanding our design services offerings, we must attract and [removed: retain experienced design engineers.]
- We have been and continue to be adversely affected by supply chain issues, including shortages of required electronic components, fluctuations in the pricing or availability of raw materials, and logistical constraints.
- We are subject to risks associated with changes in laws, regulations or policies that may adversely impact our business, including environmental protection laws and regulations, including those related to climate change.
- We are subject to physical and operational risks from natural disasters, severe weather events, and climate change.
We may not have sufficient capacity at any given time to meet
Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could affect our ability to meet customer demand, lead to higher costs, or result in excess or obsolete inventory.
Our failure or inability to accurately forecast demand and volatility in the availability of materials, equipment, components, and services, including rising prices due to inflation or scarcity of availability may adversely impact our business and results of operations.
Our end markets have been and continue to be impacted by logistical constraints, with COVID-19 related restrictions contributing to a declining workforce, including at ports and warehouses, as well as driver shortages and increased freight and logistics costs around the world.
China.
We continue to closely monitor the situation in all the locations where we operate.
In addition, various local, state and national governments and agencies issued various safety regulations and guidelines intended to prevent the transmission of COVID-19 in the workplace.
These regulations are complex, costly to implement, subject to frequent change, and to audit and investigation by governmental authorities, including in the U.S. the Occupational Health and Safety Administration (“OSHA”), state counterparts, and local health departments.
Any failure by us to materially comply with COVID-19-related safety rules and regulations in any of its facilities could result in sanctions, fines, as well as negative publicity for us.
Recently, two executive orders were issued mandating that U.S. employees of our manufacturing facilities be vaccinated against COVID-19 (or tested weekly).
Although the implementation of these executive orders was stayed by the Supreme Court on January 13, 2022, and OSHA withdrew the rules on January 25, 2022, it is currently not possible to predict the development and impact of future COVID-19-related safety rules and regulations with certainty.
We regularly face attempts by sophisticated actors to gain unauthorized access through the Internet or to introduce malicious software to our information systems, including those using techniques that change frequently or may be disguised or difficult to remain dormant until a triggering event or that may continue undetected for an extended period of time.
There has been a rise in ransomware and other “cyber attacks”, along with power outages or hardware failures, which, if we are subject to, could have material adverse effects.
Due to the political uncertainty and military actions involving Russia, Ukraine and surrounding regions, we and the third parties upon which we rely may be vulnerable to a currently heightened risk of information technology breaches, computer malware or other cyber attacks, including attacks that could materially disrupt our systems and operations, supply chain and ability to produce, sell and distribute our products.
These risks are likely to be elevated in times of geopolitical instability and escalated tensions between countries.
In addition, data privacy laws and regulations, including the European Union General Data Protection Regulation (“GDPR”), the UK GDPR, ePrivacy Directive, Singapore’s Personal Data Protection Act, and other privacy and data security
Additionally, many U.S. states including California, Virginia, Colorado and Utah recently enacted legislation, and associated regulations and it is anticipated that many more states will enact similar legislation and/or release additional regulations.
retain experienced design engineers.
acceptance of our products or services, decreases of our profits or loss of our market share.
In addition, the U.K.’s Financial Conduct Authority, which regulates LIBOR, announced the publication cessation dates for all U.S. Dollar and non-U.S. Dollar LIBOR settings.
Most settings ceased at the end of December 2021 and the remaining U.S. Dollar settings (overnight and one-, three-, six- and twelve-month U.S. Dollar LIBOR) will cease at the end of June 2023.
Although significant progress has been made by regulators, industry bodies, and market participants to introduce and implement the Secured Overnight Financing Rate (“SOFR”) as a replacement rate for U.S. Dollar LIBOR, there is no assurance that an alternative reference rate such as SOFR will achieve sufficient market acceptance when the publication of the principal tenors of U.S. Dollar LIBOR is discontinued, or that market participants will otherwise implement effective transitional arrangements to address that discontinuation.
Such failure to implement an alternative reference rate could result in widespread dislocation in the financial markets and volatility in the pricing of debt facilities negatively affecting our access to the borrowing of additional funds.
Our operations and the execution of our business plans and strategies are subject to the effects of global economic trends, geopolitical risks and demand or supply shocks from events that could include political crises and conflict (including the
Russian invasion of Ukraine), war, a major terrorist attack, natural disasters or actual or threatened public health emergencies (such as COVID-19, including virus variants and resurgences and responses to those developments such as continued or new government-imposed lockdowns and travel restrictions).
They are also affected by local and regional economic environments, supply chain constraints and policies in the U.S. and other markets that we serve, including interest rates, monetary policy, inflation, economic growth, recession, commodity prices, currency volatility, currency controls or other limitations on the ability to expatriate cash, sovereign debt levels and actual or anticipated defaults on sovereign debt.
For example, the ongoing conflict between Russia and Ukraine and the related sanctions and other measures imposed by the European Union, the U.S. and other countries and organizations in response have led, and may continue to lead, to disruption and instability in global markets, supply chains and industries that could negatively impact our businesses, financial condition and results of operations.
Additionally, changes in local economic conditions or outlooks, such as lower rates of investment or economic growth in China, Europe or other key markets, affect the demand for or profitability of our products and services outside the U.S., and the impact on the Company could be significant given the extent of our activities outside the United States.
Political changes and trends such as populism, protectionism, economic nationalism and sentiment toward multinational companies and resulting tariffs, export controls or other trade barriers, or changes to tax or other laws and policies, have been and may continue to be disruptive and costly to our businesses, and these can interfere with our global operating model, supply chain, production costs, customer relationships and competitive position.
Further escalation of specific trade tensions, including intensified decoupling between the U.S. and China, or in global trade conflict more broadly could be harmful to global economic growth or to our business in or with China or other countries, and related decreases in confidence or investment activity in the global markets would adversely affect our business performance.
We also do business in many emerging market jurisdictions where economic, political and legal risks are heightened.
Further, an increase in inflation rates, such as those the market is currently experiencing, could affect our profitability and cash flows, due to higher wages, higher operating costs, higher financing costs, and/or higher supplier prices.
Inflation may also adversely affect foreign exchange rates.
We may be unable to pass along such higher costs to our customers.
In addition, Inflation may adversely affect customers’ financing costs, cash flows, and profitability, which could adversely impact their operations and our ability to collect receivables.
- inflationary pressures, such as those the market is currently experiencing, which may increase costs for materials, supplies, and services;
- environmental protection laws and regulations, including those related to climate change;
We have a workforce and operations in India and are closely monitoring the situation.
We may be adversely affected by supply chain issues, including shortages of required electronic components.
We regularly face attempts by others to gain unauthorized access through the Internet or to introduce malicious software to our information systems.
The CCPA was amended in September 2018, November 2019, and June 2020.
It is unclear whether further modifications will be made to this law.
Any actual or perceived failures to comply with the GDPR, the CCPA or other data privacy laws or regulations, or related
On April 21, 2016, SunEdison, Inc. (together with certain of its subsidiaries, “SunEdison”) filed for protection under Chapter 11 of the U.S. Bankruptcy Code.
During the fiscal year ended March 31, 2016, we recognized a bad debt reserve charge of $61.0 million associated with our outstanding SunEdison receivables and accepted return of previously shipped inventory of approximately $90.0 million.
SunEdison stated in schedules filed with the Bankruptcy Court that, within the 90 days preceding SunEdison's bankruptcy filing, the Company received approximately $98.6 million of inventory and cash transfers of $69.2 million, which in aggregate represents the Company's estimate of the maximum reasonably possible contingent loss.
On April 15, 2018, a subsidiary of the Company together with its subsidiaries and affiliates, entered into a tolling agreement with the trustee of the SunEdison Litigation Trust to toll any applicable statute of limitations or other time-related defense that might exist in regards to any potential claims that either party might be able to assert against the other for a period that will end at the earlier to occur of: (a) 60 days after a party provides written notice of termination; (b) six years from the effective date of April 15, 2018; or (c) such other date as the parties may agree in writing.
No preference claims have been asserted against the Company and consideration has been given to the related contingencies based on the facts currently known.
An unfavorable resolution of this matter could be material to our results of operations, financial condition, or cash flows
("S&P") which is considered to be “investment grade” by S&P, rated Baa3 by Moody’s which is considered to be “investment grade” by Moody's, and rated BBB- by Fitch which is considered to be "investment grade" by Fitch.
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, though the ICE Benchmark Administration, the administrator of LIBOR, announced that it would consider ceasing the publication of the one week and two-month U.S. dollar LIBOR settings at the end of 2021 and phase out the remaining U.S. dollar LIBOR settings by June 30, 2023.
Our revenue and gross margin depend significantly on general economic conditions and the demand for products in the markets in which our customers compete.
Adverse worldwide economic conditions and geopolitical uncertainty may create challenging conditions in the electronics industry, which has occurred and may continue to occur as a result of the COVID-19 pandemic.
Additionally, the withdrawal of the United Kingdom from the EU ("Brexit") may also adversely impact worldwide economic conditions.
The political and economic effects of Brexit are still uncertain and will depend, in part, on the Trade and Cooperation Agreement between the European Union and the European Atomic Energy Community, of the one part, and the United Kingdom of Great Britain and Northern Ireland, signed on December 30, 2020.
Additionally, conditions may be adversely impacted by 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. , 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 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.
The COVID-19 pandemic has served to further delay any potential progress on any U.S.-U.K. and U.S.-EU trade deal.
In addition, the 2020 U.S. presidential election and subsequent transition in the administration has resulted in additional uncertainty regarding the future of U.S. trade relations.
On May 8, 2018, a putative class action was filed in the Northern District of California against the Company and certain officers alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, alleging misstatements and/or omissions in certain of the Company’s financial results, press releases and SEC filings made during the putative class period of January 26, 2017 through April 26, 2018.
On October 1, 2018, the Court appointed lead plaintiff and lead plaintiff’s counsel in the case.
On November 28, 2018, lead plaintiff filed an amended complaint alleging misstatements and/or omissions in certain of the Company’s SEC filings, press releases, earnings calls, and analyst and investor conferences and expanding the putative class period through October 25, 2018.
On April 3, 2019, the Court vacated its prior order appointing lead plaintiff and lead plaintiff’s counsel and reopened the lead plaintiff appointment process.
On September 26, 2019, the Court appointed a new lead plaintiff and lead plaintiff’s counsel in the case.
On November 8, 2019, lead plaintiff filed a further amended complaint.
On December 4, 2019, Defendants filed a motion to dismiss the amended complaint.
On May 29, 2020, the Court granted defendants’ motion to dismiss without prejudice and gave lead plaintiff 30 days to amend.
On June 29, 2020, lead plaintiff filed a further amended complaint.
On July 27, 2020, defendants filed a motion to dismiss the amended complaint.
On December 10, 2020, the Court granted defendants’ motion to dismiss with prejudice and entered judgment in favor of defendants.
On January 7, 2021, lead plaintiff filed a notice of appeal to the Ninth Circuit Court of Appeals.
Lead plaintiff’s opening appeal brief is due May 19, 2021, and defendants’ answering brief is due June 18, 2021.
We must comply with the
Non-compliance could potentially result in significant costs and/or penalties.
An excerpt. Shown here: 40 of 70 rewritten, 40 of 68 added and all 39 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
165 rewritten, 127 added, 156 removed, 230 unchanged
We are the [added: diversified] manufacturing partner of choice that helps [removed: a diverse customer base design and] [added: market-leading brands design,] build [added: and deliver innovative] products that improve the world.
◦*Automotive*, including [added: next generation mobility,] autonomous, connectivity, electrification, and smart technologies;
◦*Health Solutions*, including medical devices, medical [removed: equipment] [added: equipment,] and drug delivery; and
◦*Industrial*, including capital equipment, industrial devices, [removed: renewable including our Nextracker business, grid edge,] and [removed: power systems.][added: renewables and grid edge.]
This enables our customers to leverage our supply chain solutions to meet their product requirements throughout the entire product [removed: life cycle.][added: lifecycle.]
While the products have become more complex, the supply chain [added: solutions required by such companies have become more customized and demanding, and it has changed the manufacturing and supply chain landscape significantly.]
The objective of our business model is to allow us to be flexible and redeploy and reposition our assets and resources as necessary to meet specific [removed: customer's] [added: customers'] supply chain [removed: solutions] [added: solution] needs across all the markets we serve and earn a return on our invested capital above the weighted average cost of that capital.
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 [added: COVID-19 global] pandemic will be slower than anticipated, we identified and engaged in certain structural changes.
Although not materially impacting our results for the fourth quarter of fiscal year [removed: 2021,] [added: 2022,] most recently, with the [removed: second wave of the pandemic,] [added: lockdowns in China,] we have also been experiencing temporary plant closures and/or restrictions at certain [added: of our] manufacturing facilities in [removed: Brazil and Malaysia.][added: China.]
[removed: In addition, India is experiencing a severe COVID-19 resurgence, which has resulted in] [added: With the second wave of the global pandemic including follow-on variants of COVID-19, there have been] renewed disease control measures being taken to limit [removed: its] [added: the] spread including movement bans and shelter-in-place orders.
Our priority [removed: is] [added: remains] the welfare of our employees.
[removed: During the third quarter of fiscal year 2021, we started to see certain component constraints in the supply chain and we continued] [added: We continue] to carefully monitor potential supply chain disruptions due to ongoing tightness in the overall component environment.
Refer to “Risk Factors - *The [added: ongoing] COVID-19 pandemic has materially and adversely affected our business and results of operations.
[added: On April] 28, 2021, we announced that we confidentially submitted a draft registration statement on Form S-1 with the [removed: U.S. Securities and Exchange Commission] [added: SEC] relating to the proposed initial public offering of Nextracker's Class A common stock.
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 [removed: benefits."*][added: benefits.*"]
We are one of the world's largest providers of global supply chain solutions, with revenues of [removed: $24.1] [added: $26.0] billion in [added: the] fiscal year [removed: 2021.][added: ended March 31, 2022.]
[removed: We have established an extensive network of manufacturing facilities in the world's major] consumer and enterprise markets (Asia, the Americas, and Europe) to serve the growing outsourcing needs of both multinational and regional customers.
As of March 31, [removed: 2021,] [added: 2022,] our total manufacturing capacity was approximately 27 million square feet.
| Asia | | | [removed: $] [added: 9,601] | [removed: 9,326] | | | | | [removed: 39] [added: 37] | | % | | | | [removed: $] [added: 9,326] | [removed: 9,362] | | | | | 39 | | % | | | | [removed: $] | [removed: 11,470] | | | | | [removed: 44] | | [removed: %] |
| Americas | | | [removed: 9,672] [added: $] | [added: 10,839] | | | | | [removed: 40] [added: 42] | | % | | | | [removed: 10,066] [added: $] | [added: 9,672] | | | | | [removed: 42] [added: 40] | | % | | | | [removed: 9,893] | | | | | | [removed: 38] | | [removed: %] |
| Europe | | | [removed: 5,126] [added: 5,601] | | | | | | 21 | | % | | | | [removed: 4,782] [added: 5,126] | | | | | | [removed: 19] [added: 21] | | % | | | | [removed: 4,848] | | | | | | [removed: 18] | | [removed: %] |
| China | | | $ | [removed: 6,147] [added: 6,146] | | | | | [removed: 25] [added: 24] | | % | | | | $ | [removed: 5,665] [added: 6,147] | | | | | [removed: 23] [added: 25] | | % | | | | [removed: $] | [removed: 6,649] | | | | | [removed: 25] | | [removed: %] |
| Mexico | | | [removed: 4,413] [added: 5,059] | | | | | | [removed: 18] [added: 19] | | % | | | | [removed: 4,449] [added: 4,413] | | | | | | 18 | | % | | | | [removed: 4,539] | | | | | | [removed: 17] | | [removed: %] |
| U.S. | | | [removed: 3,648] [added: 3,690] | | | | | | [removed: 15] [added: 14] | | % | | | | [removed: 3,719] [added: 3,648] | | | | | | 15 | | % | | | | [removed: 3,106] | | | | | | [removed: 12] | | [removed: %] |
| Malaysia | | | [removed: 1,563] [added: 1,866] | | | | | | [removed: 6] [added: 7] | | % | | | | [removed: 1,539] [added: 1,563] | | | | | | 6 | | % | | | | [removed: 1,996] | | | | | | [removed: 8] | | [removed: %] |
| Brazil | | | [removed: 1,554] [added: 2,022] | | | | | | [removed: 6] [added: 8] | | % | | | | [removed: 1,831] [added: 1,554] | | | | | | [removed: 8] [added: 6] | | % | | | | [removed: 2,181] | | | | | | [removed: 8] | | [removed: %] |
| Hungary | | | [removed: 1,313] [added: 1,230] | | | | | | 5 | | % | | | | [removed: 1,355] [added: 1,313] | | | | | | [removed: 6] [added: 5] | | % | | | | [removed: 1,290] | | | | | | [removed: 5] | | [removed: %] |
| Other | | | [removed: 5,486] [added: 6,028] | | | | | | [removed: 25] [added: 23] | | % | | | | [removed: 5,652] [added: 5,486] | | | | | | [removed: 24] [added: 25] | | % | | | | [removed: 6,450] | | | | | | [removed: 25] | | [removed: %] |
| Mexico | | | $ | [removed: 553] [added: 626] | | | | | [removed: 26] [added: 29] | | % | | | | $ | [removed: 555] [added: 553] | | | | | [removed: 25] [added: 26] | | % |
| U.S. | | | [removed: 361] [added: 354] | | | | | | 17 | | % | | | | [removed: 378] [added: 361] | | | | | | 17 | | % |
| China | | | [removed: 331] [added: 299] | | | | | | [removed: 16] [added: 14] | | % | | | | [removed: 396] [added: 331] | | | | | | [removed: 18] [added: 16] | | % |
| India | | | [removed: 166] [added: 129] | | | | | | [removed: 8] [added: 6] | | % | | | | [removed: 207] [added: 166] | | | | | | [removed: 9] [added: 8] | | % |
| Malaysia | | | [removed: 106] [added: 110] | | | | | | 5 | | % | | | | [removed: 111] [added: 106] | | | | | | 5 | | % |
| Hungary | | | [removed: 105] [added: 118] | | | | | | [removed: 5] [added: 6] | | % | | | | [removed: 100] [added: 105] | | | | | | [removed: 4] [added: 5] | | % |
| Other | | | [removed: 475] [added: 489] | | | | | | 23 | | % | | | | [removed: 469] [added: 475] | | | | | | [removed: 22] [added: 23] | | % |
- the impacts on our business due to component shortages, disruptions in transportation or other supply chain related constraints including as a result of the COVID-19 [added: global] pandemic;
- the effects of the COVID-19 [added: global] pandemic on our business and results of operations;
- the effects that current credit and market conditions (including as a result of the COVID-19 [removed: pandemic)] [added: global pandemic and the ongoing conflict between Russia and Ukraine)] could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations;
- the effects on our business due to certain customers' products having short product [removed: life cycles;][added: lifecycles;]
Net sales for fiscal year [removed: 2021 decreased less than 1%,] [added: 2022 increased approximately 8%,] or [removed: $0.1] [added: $1.9] billion, to [removed: $24.1] [added: $26.0] billion from the prior year.
Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors.
We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this report, including those set forth under Item 1A,“Risk Factors.”
Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, we deliver advanced manufacturing solutions and operate one of the most trusted global supply chains, supporting the entire product lifecycle with fulfillment, after-market, and circular economy solutions for diverse industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and energy.
Beginning in the fourth quarter of fiscal year 2022, as a result of the sale of certain Series A preferred units in Nextracker LLC ("Nextracker LLC" or "Nextracker") to a third party and our continuing evaluation to separate the Nextracker business and consistent with how our chief operating decision maker allocates resources, assesses performance and makes strategic and operational decisions, we report Nextracker as a separate operating and reportable segment.
Nextracker was previously included in the Industrial reporting unit within the Flex Reliability Solutions segment.
Our three operating and reportable segments are:
- Nextracker, the leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world.
Nextracker's products enable solar panels to follow the sun’s movement across the sky and optimize plant performance.
We continue to closely monitor the situation in all the locations where we operate.
In addition, our end markets continue to be impacted by the global supply chain disruptions.
Component shortages and logistical constraints are pervasive across the entire value chain.
COVID-19 related restrictions also contributed to a declining workforce, including at ports and warehouses, as well as creating driver shortages around the world.
We expect persistent waves of COVID-19 to remain a headwind into the near future.
Russian Invasion of Ukraine
We are monitoring and responding to the escalating conflict in Ukraine and the associated sanctions and other restrictions.
As of the date of this report, there is no material impact to our business operations and financial performance in Ukraine.
The full impact of the conflict on our business operations and financial performance remains uncertain and will depend on future developments, including the severity and duration of the conflict and its impact on regional and global economic conditions.
We will continue to monitor the conflict and assess the related restrictions and other effects and pursue prudent decisions for our team members, customers, and business.
On February 1, 2022, we sold Series A Preferred Units representing a 16.7% interest in Nextracker to TPG Rise Flash, L.P., a Delaware limited partnership, which is managed or advised by TPG Rise Climate, TPG, Inc.’s dedicated renewables and climate investing fund (“TPG Rise”), for an aggregate purchase price of $500 million.
The sale of the 16.7% interest in Nextracker reflects an implied value for Nextracker as of the date of the sale of $3.0 billion.
We have established an extensive network of manufacturing facilities in the world's major
We also provide intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world.
| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | |
| | | | $ | 26,041 | | | | | | | | | | | $ | 24,124 | | | | | | | | | | | | | | | | | | | |
| | | | $ | 26,041 | | | | | | | | | | | $ | 24,124 | | | | | | | | | | | | | | | | | | | |
| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |
| | | | $ | 2,125 | | | | | | | | | | | $ | 2,097 | | | | | | | |
The increase in sales was notable in all three segments.
These increases were driven by a lesser impact from COVID-19 production pressure during the current year versus the prior year, coupled with new ramps, customer expansions and continued recoveries in consumer spending, offset to some extent by the scarcity of components and raw material and logistics constraints noted above.
The increases noted in FAS during fiscal year 2022 were partially offset by a decrease in our Consumer Devices business primarily due to component shortages and planned contract completions.
Net sales for our FRS segment increased $1.1 billion, or 12%, from the prior year, primarily driven by an increase in sales from our Industrial business, as a result of customer ramps and strong demand in EV charging and renewables, semicap, and robotics, coupled with incremental revenue from the Anord Mardix acquisition.
In addition, net sales for our Automotive business increased due to new programs during fiscal year 2022 for our next generation mobility portfolio and recovery from the depressed sales from factory shutdowns in the first quarter of fiscal year 2021.
The increase in our Automotive business was partially constrained by component shortages and OEM plant shutdowns during fiscal year 2022.
Net sales for our Nextracker segment increased $0.3 billion, or 22.0%, from the prior year, primarily driven by additional tracker projects, most notably outside the United States.
The increase was primarily driven by overall stronger cost discipline focused on driving further productivity improvements, coupled with continued improvement in the mix of our business, lower restructuring charges in the current fiscal year, benefits from prior restructuring activities and a lower direct and incremental impact from COVID-19, coupled with the stronger demand in multiple end markets compared to the prior year period.
Our net income totaled $0.9 billion, representing an increase of $0.3 billion, or 53%, compared to fiscal year 2021, due to the factors explained above along with an approximately $150 million non-cash gain recorded in fiscal year 2022 related to certain tax credits in Brazil (See note 14 to the consolidated financial statements for further information).
Cash provided by financing activities decreased by approximately $0.5 billion to a cash inflow of $0.3 billion during fiscal year 2022, compared with a cash inflow of $0.7 billion in the prior year, primarily driven by $0.5 billion of additional cash paid for the repurchase of our ordinary shares in the current fiscal year.
For certain other contracts, the Company’s performance creates and enhances an asset that the customer controls as the Company performs under the contract.
on-time delivery, and other periodic pricing resets that may be refundable to customers.
If such asset groups are determined to be impaired, the impairment loss
This report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.
The words "expects," "anticipates," "believes," "intends," "plans" and similar expressions identify forward-looking statements.
In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.
We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-K with the Securities and Exchange Commission.
These forward-looking statements are subject to risks and uncertainties, including, without limitation, those discussed in this section and in Item 1A, "Risk Factors." In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business.
Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements.
Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.
Through the collective strength of a global workforce across approximately 30 countries and responsible, sustainable operations, we deliver technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.
In the first quarter of fiscal year 2021, the Company made certain changes in its organization structure as part of its strategy to further drive efficiency and productivity with two focused and complimentary delivery models.
As a result, the Company now reports its financial performance based on two reportable segments:
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 2020 in connection with the recent geopolitical developments and uncertainties, primarily impacting one customer in China, we experienced a reduction in demand for products assembled for that customer.
As a result, we accelerated our strategic decision to reduce our exposure to certain high-volatility products in both China and India.
We also initiated targeted activities to restructure our business to further reduce and streamline our cost structure.
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.
We have workforce and operations in India and are closely monitoring the situation in India.
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.
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.
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
| | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | | | | | 2019 | | | | | | | | |
| | | | $ | 24,124 | | | | | | | | | | | $ | 24,210 | | | | | | | | | | | $ | 26,211 | | | | | | | |
| | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |
| | | | $ | 2,097 | | | | | | | | | | | $ | 2,216 | | | | | | | |
The decrease in sale was most notable in our FAS segment, down $0.6 billion, or 4.0%, from the prior year, driven by lower demand in our Consumer Devices business due to the impact of COVID-19 and more significantly our continued strategic shift away from high volatility, short cycle businesses that we initiated in the prior years.
The increase was primarily driven by lower restructuring costs in fiscal year 2021 versus those incurred in fiscal year 2020 as a result of the geopolitical challenges and uncertainties which impacted certain of our customers.
Gross profit also increased by $0.1 billion due to customer asset impairment charges recorded in the prior year coupled with the write-down of inventory not recoverable due to the significant reductions in future customer demand as we reduced our exposure to certain higher volatility businesses.
Our net income totaled $0.6 billion, representing an increase of $0.5 billion, or 597%, compared to fiscal year 2020, due to the factors explained above, further impacted by higher impairment charges incurred in fiscal year 2020.
Cash provided by financing activities increased by approximately $1.2 billion to a cash inflow of $0.7 billion during fiscal year 2021, compared with a cash outflow of $0.5 billion in the prior year, primarily driven by $1.4 billion of proceeds received in aggregate, net of discounts and after premiums, following the issuance of the 2026 Notes and the 2030 Notes, partially offset by $0.4 billion cash paid for the repayment of the term loan due June 2022.
An excerpt. Shown here: 40 of 165 rewritten, 40 of 127 added and 40 of 156 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
10 rewritten, 8 added, 6 removed, 19 unchanged
As of March 31, [removed: 2021,] [added: 2022,] the outstanding amount in the highly liquid investment portfolio was [removed: $1.5] [added: $2.3] billion, the largest components of which were U.S. dollar, [added: Indian rupee,] Brazilian real, [added: Israeli new shekel and] China renminbi [removed: and Indian rupee] denominated money market accounts with an average return of 1%.
We had variable rate debt outstanding of approximately [removed: $0.6] [added: $0.4] billion as of March 31, [removed: 2021.][added: 2022.]
Interest on these obligations is discussed in note [removed: 8] [added: 9] to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data".
[removed: Primarily due to the current low interest rates, a] [added: A] hypothetical 10% change in interest rates would not be expected to have a material effect on our financial position, results of operations and cash flows over the next fiscal year.
As of March 31, [removed: 2021,] [added: 2022,] the approximate average fair value of our debt outstanding under our Notes due February 2023, June 2025, February 2026, June 2029, and May 2030 was [removed: 111.8%] [added: 102.6%] of the face value of the debt obligations based on broker trading prices.
In addition, we may borrow in various foreign currencies and enter into short-term [added: and long-term] foreign currency derivative contracts, including forward, swap, and option contracts to hedge only those currency exposures associated with certain assets and liabilities, mainly accounts [removed: receivable and] [added: receivable,] accounts payable, [added: debt,] and cash flows denominated in non-functional currencies.
The credit risk of our foreign currency derivative contracts is minimized since all contracts are with large financial institutions and accordingly, fair value adjustments related to the credit risk of the counter-party financial [removed: institution] [added: institutions] were not material.
[removed: The aggregate notional amount of outstanding contracts as of March 31, 2021 amounted to $8.9 billion and] the recorded fair values of the associated assets and liabilities were not material.
They will settle primarily in the [added: Brazilian real,] British pound, [removed: Canadian dollar,] China renminbi, Euro, Hungarian forint, [added: Indian rupee,] Israeli shekel, Malaysian ringgit, Mexican peso, [removed: Swedish krona,] and U.S. dollar.
Based on our overall currency rate exposures as of March 31, [removed: 2021,] [added: 2022,] including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets, liabilities and cash flows, and other factors, a 10% [added: 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.]
In July 2017, the U.K.'s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced the publication cessation dates for all U.S. Dollar and non-U.S. Dollar LIBOR settings.
Most settings ceased at the end of December 2021 and the remaining U.S. Dollar settings (overnight and one-, three-, six- and twelve-month U.S. Dollar LIBOR) will cease at the end of June 2023.
Although significant progress has been made by regulators, industry bodies, and market participants to introduce and implement the Secured Overnight Financing Rate (“SOFR”) as a replacement rate for U.S. dollar LIBOR, there is no assurance that an alternative reference rate such as SOFR will achieve sufficient market acceptance when the publication of the principal tenors of U.S. Dollar LIBOR is discontinued, or that market participants will otherwise implement effective transitional arrangements to address that discontinuation.
Such failure to implement an alternative reference rate could result in widespread dislocation in the financial markets and volatility in the pricing of debt facilities negatively affecting our access to the borrowing of additional funds.
Furthermore, while contractual arrangements in connection with certain of our debt facilities contemplate the transition from LIBOR to an alternative reference rate (including SOFR), the consequences of such transition cannot be entirely predicted and could result in an increase in the cost of our borrowings on our variable rate debt, which could adversely impact our interest expense, results of operations, and cash flows.
For risks related to the discontinuation of LIBOR, see the following risk factor in Item IA: “*Changes in our credit rating may make it more expensive for us to raise additional capital or to borrow additional funds.
We are also exposed to interest rate fluctuations on our outstanding borrowings and investments.*”
The aggregate notional amount of outstanding contracts as of March 31, 2022 amounted to $11.6 billion and
In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.
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.
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.
Item 1. BUSINESS
75 rewritten, 76 added, 32 removed, 160 unchanged
Flex is the [added: diversified] manufacturing partner of choice that helps [removed: a diverse customer base design and] [added: market-leading brands design,] build [added: and deliver innovative] products that improve the world.
◦*Automotive*, including [added: next generation mobility,] autonomous, connectivity, electrification, and smart technologies;
◦*Health Solutions*, including medical devices, medical [removed: equipment] [added: equipment,] and drug delivery; and
◦*Industrial*, including capital equipment, industrial devices, [removed: renewable including our Nextracker business, grid edge,] and [removed: power systems.][added: renewables and grid edge.]
The FRS segment is optimized for longer product lifecycles requiring complex ramps with specialized production models and critical [removed: environments.]
In fiscal year [removed: 2021,] [added: 2022,] our ten largest customers accounted for approximately [removed: 36%] [added: 34%] of net sales.
No customer accounted for greater than 10% of the Company's net sales in fiscal year [removed: 2021.][added: 2022.]
We are strengthening our abilities in software, robotics, [removed: AI,] [added: artificial intelligence,] factory automation, and other disruptive technologies.
Our market-focused approach to managing our business increases customers' competitiveness by leveraging our deep vertical [removed: industry] and cross-industry expertise, as well as global scale, regional [removed: presence] [added: presence,] and agility to respond to changes in market dynamics.
We continue to invest in maintaining [added: a] leadership position in our world-class manufacturing and services capabilities including automation, simulation tools, digitizing our [removed: factories] [added: factories,] and implementing leading edge Industry 4.0 [removed: methodologies.]
We leverage our broad set of capabilities globally to provide a competitive advantage by minimizing [removed: logistics,] [added: logistics costs,] manufacturing costs, and cycle times while increasing flexibility and responsiveness.
We have established global scale through an extensive network of innovation labs, [removed: design centers, and] manufacturing [added: operations,] 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.
Our customers leverage our services to meet their requirements throughout their products' entire [removed: life cycles.][added: lifecycles.]
We believe our key competitive advantages are our people, processes, and capabilities for making products, [removed: systems] [added: systems,] and solutions for customers:
- *Broad range of services*: Our full range of services include innovation and design, engineering, manufacturing, [added: supply chain management,] forward and reverse logistics, and circular economy [removed: supply chain management.][added: solutions.]
- *Global scale*: Flex’s physical infrastructure includes over 100 facilities in approximately 30 countries, staffed by approximately [removed: 160,000] [added: 170,000] employees, providing customers with truly global scale and strategic geographic distribution capabilities.
[removed: In addition to innovation and design centers, the] [added: The] Company offers a comprehensive range of value-added design, engineering and systems integration services, tailored to specific industries and markets, the needs of customers, and cover a broad range of technical competencies:
Flex is exposed to different [removed: or greater] [added: and, in some cases greater,] potential liabilities from the various design services [added: we provide] than those [removed: the Company] [added: we] typically face in [removed: its] [added: our] core assembly and manufacturing services.
Our systems assembly and manufacturing operations generate the majority of our revenues and [removed: includes] [added: include] printed circuit board assembly and assembly of systems and subsystems that incorporate printed circuit boards and complex electromechanical components.
We assemble electronic products with custom electronic enclosures on [removed: either a build-to-order or configure-to-order basis.]
Our investment in advanced manufacturing equipment and our expertise in innovative miniaturization, packaging and [removed: interconnect] [added: interconnective] technologies, [removed: enables] [added: enable] us to offer a variety of leading-edge manufacturing solutions.
Our systems assembly and manufacturing capabilities [removed: includes] [added: include] enclosures, testing services, and materials procurement and inventory management.
We offer a suite of integrated reverse [removed: logistics and] [added: logistics,] repair [added: and refurbishment] solutions that use globally consistent processes, which help increase our customers' brand loyalty by improving turnaround times and raising end-customer satisfaction [removed: levels.][added: levels while significantly reducing the carbon footprint for our customers.]
Flex’s [added: contract manufacturing services] market is extremely competitive.
Increasingly, customers are exploring transitioning to [removed: regional based] [added: regional-based] supply chains to take advantage of time to market and specific customization required to win in those markets.
Our global expertise, footprint and diverse supply chain network provides customers [added: with] the ability to quickly adjust to changing regional, trade and manufacturing dynamics.
*Trusted [added: Resilient] Supply Chain*.
We offer one of the most trusted and resilient global supply chain [added: services] through a combination of [added: digital supply chain capabilities,] deep expertise, [removed: technology, collaboration] [added: real time visibility] and [removed: disciplined execution] [added: analytics, and collaborative supplier relationships] to help customers [removed: build and deliver products that improve the world.][added: navigate complex, global supply chains.]
[removed: *Long-Standing] [added: *Long-Standing, Diverse] Customer Relationships*.
No customer accounts for more than 10% of our annual revenue and the ten largest accounted for [removed: 36%] [added: 34%] of the Company’s net sales in fiscal year [removed: 2021.][added: 2022.]
[added: *Customer and Product Innovation Hubs.*] We have established state-of-the art innovation hubs in the Americas, Asia and Europe, with differentiated offerings and specialized services for specific industries and markets.
These innovation hubs offer customers geographically focused centers of design services, taking their [removed: product] [added: products] from concept to volume production and go-to-market in a rapid, cost effective and low risk manner.
[added: *Industrial Parks; Cost-Efficient Manufacturing Services.*] We have developed self-contained industrial parks that co-locate manufacturing and logistics operations with our suppliers in various cost-efficient locations.
We have deployed manufacturing operations in regions around the world to provide customers with a wide array of solutions where [removed: the] [added: our] customers and/or their customers are located.
*Employees.* As of March 31, [removed: 2021,] [added: 2022,] our global workforce totaled approximately [removed: 167,201] [added: 172,648] employees including our contractor workforce.
Some of the specific goals for which we measure our performance include increasing employee development, social and environmental management system audits, human rights policy training completion, Responsible Business Alliance ("RBA") compliance for rest day [removed: requirements,] [added: requirements] and decreasing safety incident rates.
In response to the [added: ongoing] COVID-19 pandemic, we [removed: deployed] [added: continued] our contingency and resiliency plans that are encompassed in our business continuity programs.
[removed: Our leadership teams initiated] [added: We continued] enhanced health and safety measures across all facilities, as our foremost focus [removed: has been] [added: remains] the health and safety of our employees.
[removed: *Inclusion] [added: *Diversity, Equity] and [removed: Diversity*.][added: Inclusion*.]
[removed: Inclusion] [added: Diversity, equity] and [removed: diversity] [added: inclusion] are key priorities and strengths at Flex and are embedded in the fabric of our culture.
Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, Flex delivers advanced manufacturing solutions and operates one of the most trusted global supply chains, supporting the entire product lifecycle with fulfillment, after-market, and circular economy solutions for diverse industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and energy.
Beginning in the fourth quarter of fiscal year 2022, as a result of the sale of certain Series A preferred units in Nextracker LLC ("Nextracker LLC" or "Nextracker") to a third party and our continuing evaluation to separate our Nextracker business and consistent with how our chief operating decision maker ("CODM") allocates resources, assesses performance and makes strategic and operational decisions, Flex now reports Nextracker as a separate operating and reportable segment.
Nextracker was previously included in the Industrial reporting unit within the Flex Reliability Solutions segment.
Flex's three operating and reportable segments are:
- Nextracker, the leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world.
Nextracker's products enable solar panels to follow the sun’s movement across the sky and optimize plant performance.
environments.
Nextracker provides solar tracker technologies that optimize and increase energy production while reducing costs for significant plant return on investment.
In the fourth quarter of fiscal year 2022, Flex sold $500 million of convertible preferred equity in Nextracker to TPG Rise Flash, L.P., which is managed or advised by TPG Climate, the dedicated climate investing fund of TPG’s global impact investing platform ("TPG Rise").
Through this strategic partnership and investment from TPG Rise, Nextracker will continue to expand its market leading position in solar tracking and software solutions.
TPG’s experience and extensive network in renewable energy provide Nextracker a strong partner to support long-term growth.
Flex believes that growth in the contract manufacturing services industry will be driven by increased complexities in products, markets, and environmental, social, and governance ("ESG") requirements.
The “Digitization of Everything” is the mega-trend that is driving products—and even whole industries—to be smarter, more data-driven, and more connected.
To make these next generation products, companies must integrate increasingly advanced technologies and build them at scale.
Additionally, with regards to our solar business, we believe that both the attractive cost of solar generation and increasing demand for renewable energy will drive continued growth in the utility-scale solar market.
In addition to the pandemic, rising global uncertainty over the past few years including trade and tariff issues, increasing geopolitical conflict, and severe labor shortages are creating further complexity.
Companies are rethinking their entire production strategies, and we are seeing a global rebalancing in sourcing and producing to maximize resiliency.
Sustainability is no longer an afterthought.
Businesses are being held to a much higher standard for how and where their products are sourced and produced, and, increasingly, how they are disposed.
These complexities are making it harder for companies to manage their own supply chain and manufacturing operations.
They are looking for trusted partners to help them navigate this complex environment.
Only a few outsourcing players have the right capabilities and scale to meet these challenges effectively and profitably.
Flex is one of these partners.
methodologies.
either a build-to-order or configure-to-order basis.
*Power Solutions*.
In fiscal year 2022, Flex acquired Anord Mardix to expand our power solutions for the rapidly growing data center market.
Anord Mardix offers an extensive product portfolio of critical power solutions including switchgear, busway, power distribution and modular power systems, along with monitoring solutions and services.
This portfolio combined with our embedded power, server and storage products, racks and enclosures and full systems assembly capability will accelerate our growth in the data center market.
*Solar Tracker and Software Solutions.* Our Nextracker business is the leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world.
Our products enable solar panels in utility-scale power plants to follow the sun’s movement across the sky and optimize plant performance.
By optimizing and increasing energy production and reducing costs, our tracker products and software solutions offer significant return on investment (“ROI”).
Single axis solar trackers generate up to 25% more energy than projects that use fixed-tilt systems that do not track the sun.
We have developed an intelligent independent row tracking system with proprietary technology that we believe produces more energy, lowers operating costs, and is easier to deploy compared to other tracker products.
Our tightly-integrated software solutions use advanced algorithms and artificial intelligence technologies to optimize the performance and capabilities of our tracker products.
*Circular Economy Solutions*.
We also compete in the solar industry with our specialized tracker solutions and we believe the principle factors that drive competition in this market include established track record of product performance; system energy yield; software capabilities; product features; total cost of ownership and return on investment; reliability; customer support; product warranty terms; services; supply chain and logistics capabilities; and vendor financial strength and stability.
We believe we are extremely competitive with regard to all of these factors.
We serve a wide range of customers across six business units within the FAS and FRS segments in addition to our Nextracker business.
*Balanced geographic footprint*.
Through the collective strength of a global workforce across approximately 30 countries and responsible, sustainable operations, Flex delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.
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 believes that growth in the 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.
Additionally, we believe there are significant opportunities for global
manufacturing services providers to win additional business from OEMs in markets or industry segments that have yet to substantially outsource manufacturing.
Finally, we believe the COVID-19 pandemic 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 evaluate their supply chain resiliency.
*Power Modules*.
*Reverse Logistics and Repair Services*.
*Geographic, Customer and End Market Diversification*.
We believe we are operating one of the most well-balanced and diversified portfolios from a product, geographical and customer diversification perspective.
Customer and Product Innovation Hubs.
Industrial Parks; Cost-Efficient Manufacturing Services.
As of March 31, 2021, approximately 80% of the Company’s manufacturing capacity was located in emerging markets, including Brazil, China, Hungary, India, Indonesia, Malaysia, Mexico, Poland, Romania, and Ukraine.
| Asia | | | 59,252 | | |
| Americas | | | 76,503 | | |
| Europe | | | 31,446 | | |
| Total | | | 167,201 | | |
Our resiliency advisory and crisis management teams defined work streams and activated site teams with hundreds of employees, organizing across our global footprint, and coordinating and communicating with our suppliers and customers.
For those employees who could work from home, we provided them with the tools and support to do so.
This allowed us to focus resources and additional investment on our manufacturing facilities.
Our protocols to protect employees and safely operate our facilities have been in partnership with several governments, including those in China, Mexico, Malaysia, Brazil, and Europe.
Additionally, we launched our cross-functional Global Inclusion Counsel, led by our CEO, of 12 members that represent diverse viewpoints.
Our commitment to diversity starts at the top with our highly skilled and diverse Board of Directors and female CEO.
Our board of directors includes three female directors (representing approximately 27% of directors) and six underrepresented minority directors (representing approximately 54% of directors).
Our focus has been to
reduce our environmental impact, ensure the safety and well-being of our workforce, and commit to external reporting transparency on our progress.
In addition, we received Cisco’s annual supplier award for our sustainability performance for 2020.
Sustainalytics named us #1 in the contract manufacturing sub-industry category and we were ranked in the top 50 out of approximately 13,000 companies overall.
In response to the COVID-19 pandemic, the Flex Foundation made financial contributions to leading organizations, like the World Health Organization and Red Cross to help support efforts in combating COVID-19 in the countries in which we operate.
The company also donated masks to local communities, front-line workers, as well as to Flex employees and their families.
In 2020, we improved our ratings receiving an A for water from CDP and an A- for climate change.
Similar legislation has been or may be enacted in other jurisdictions, including the United States.
An excerpt. Shown here: 40 of 75 rewritten, 40 of 76 added and all 32 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 0 unchanged
For a description of our material legal proceedings, see note [removed: 13] [added: 14] "Commitments and Contingencies" to the consolidated financial statements included under Item 8, which is incorporated herein by reference.
Cover and table of contents
30 rewritten, 6 added, 6 removed, 66 unchanged
For the fiscal year ended March 31, [removed: 2021][added: 2022]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.
See [added: the] definitions of "large accelerated filer," "accelerated [removed: filer",] [added: filer,"] "smaller reporting [removed: company"] [added: company,"] and "emerging growth company" in Rule 12b-2 of the Exchange Act.
As of [removed: September 25, 2020,] [added: October 1, 2021,] the aggregate market value of the Company's ordinary shares held by non-affiliates of the registrant was approximately [removed: $5.3] [added: $8.6] billion based upon the closing sale price as reported on the Nasdaq Global Select Market.
| Class | | | | | | Outstanding at May [removed: 14, 2021] [added: 16, 2022] | | |
| Ordinary Shares, No Par Value | | | | | | [removed: 490,742,161] [added: 457,642,860] | | |
| Proxy Statement to be delivered to shareholders in connection with the Registrant's [removed: 2021] [added: 2022] Annual General Meeting of Shareholders | | | | | | Part III | | |
| | | | [Forward-Looking [removed: Statements](#i875928676256471f83d4710eec703abc_13)] [added: Statements](#i0ac01ac4cd9642acb82c81cda0db5af1_13)] | | | [removed: [4](#i875928676256471f83d4710eec703abc_13)] [added: [3](#i0ac01ac4cd9642acb82c81cda0db5af1_13)] | | |
| [Item [removed: 1.](#i875928676256471f83d4710eec703abc_16)] [added: 1.](#i0ac01ac4cd9642acb82c81cda0db5af1_16)] | | | [removed: [Business](#i875928676256471f83d4710eec703abc_16)] [added: [Business](#i0ac01ac4cd9642acb82c81cda0db5af1_16)] | | | [removed: [4](#i875928676256471f83d4710eec703abc_16)] [added: [3](#i0ac01ac4cd9642acb82c81cda0db5af1_16)] | | |
| [Item [removed: 1A.](#i875928676256471f83d4710eec703abc_58)] [added: 1A.](#i0ac01ac4cd9642acb82c81cda0db5af1_49)] | | | [Risk [removed: Factors](#i875928676256471f83d4710eec703abc_58)] [added: Factors](#i0ac01ac4cd9642acb82c81cda0db5af1_49)] | | | [removed: [11](#i875928676256471f83d4710eec703abc_58)] [added: [12](#i0ac01ac4cd9642acb82c81cda0db5af1_49)] | | |
| [Item [removed: 1B.](#i875928676256471f83d4710eec703abc_61)] [added: 1B.](#i0ac01ac4cd9642acb82c81cda0db5af1_52)] | | | [Unresolved Staff [removed: Comments](#i875928676256471f83d4710eec703abc_61)] [added: Comments](#i0ac01ac4cd9642acb82c81cda0db5af1_52)] | | | [removed: [28](#i875928676256471f83d4710eec703abc_61)] [added: [30](#i0ac01ac4cd9642acb82c81cda0db5af1_52)] | | |
| [Item [removed: 2.](#i875928676256471f83d4710eec703abc_64)] [added: 2.](#i0ac01ac4cd9642acb82c81cda0db5af1_55)] | | | [removed: [Properties](#i875928676256471f83d4710eec703abc_64)] [added: [Properties](#i0ac01ac4cd9642acb82c81cda0db5af1_55)] | | | [removed: [28](#i875928676256471f83d4710eec703abc_64)] [added: [30](#i0ac01ac4cd9642acb82c81cda0db5af1_55)] | | |
| [Item [removed: 3.](#i875928676256471f83d4710eec703abc_67)] [added: 3.](#i0ac01ac4cd9642acb82c81cda0db5af1_58)] | | | [Legal [removed: Proceedings](#i875928676256471f83d4710eec703abc_67)] [added: Proceedings](#i0ac01ac4cd9642acb82c81cda0db5af1_58)] | | | [removed: [28](#i875928676256471f83d4710eec703abc_67)] [added: [30](#i0ac01ac4cd9642acb82c81cda0db5af1_58)] | | |
| [Item [removed: 4.](#i875928676256471f83d4710eec703abc_70)] [added: 4.](#i0ac01ac4cd9642acb82c81cda0db5af1_61)] | | | [Mine Safety [removed: Disclosures](#i875928676256471f83d4710eec703abc_70)] [added: Disclosures](#i0ac01ac4cd9642acb82c81cda0db5af1_61)] | | | [removed: [28](#i875928676256471f83d4710eec703abc_70)] [added: [30](#i0ac01ac4cd9642acb82c81cda0db5af1_61)] | | |
| [Item [removed: 5.](#i875928676256471f83d4710eec703abc_76)] [added: 5.](#i0ac01ac4cd9642acb82c81cda0db5af1_67)] | | | [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i875928676256471f83d4710eec703abc_76)] [added: Securities](#i0ac01ac4cd9642acb82c81cda0db5af1_67)] | | | [removed: [29](#i875928676256471f83d4710eec703abc_76)] [added: [31](#i0ac01ac4cd9642acb82c81cda0db5af1_67)] | | |
| [Item [removed: 7.](#i875928676256471f83d4710eec703abc_82)] [added: 7.](#i0ac01ac4cd9642acb82c81cda0db5af1_73)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i875928676256471f83d4710eec703abc_82)] [added: Operations](#i0ac01ac4cd9642acb82c81cda0db5af1_73)] | | | [removed: [33](#i875928676256471f83d4710eec703abc_82)] [added: [34](#i0ac01ac4cd9642acb82c81cda0db5af1_73)] | | |
| [Item [removed: 7A.](#i875928676256471f83d4710eec703abc_106)] [added: 7A.](#i0ac01ac4cd9642acb82c81cda0db5af1_97)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i875928676256471f83d4710eec703abc_106)] [added: Risk](#i0ac01ac4cd9642acb82c81cda0db5af1_97)] | | | [removed: [51](#i875928676256471f83d4710eec703abc_106)] [added: [50](#i0ac01ac4cd9642acb82c81cda0db5af1_97)] | | |
| [Item [removed: 8.](#i875928676256471f83d4710eec703abc_109)] [added: 8.](#i0ac01ac4cd9642acb82c81cda0db5af1_100)] | | | [Financial Statements and Supplementary [removed: Data](#i875928676256471f83d4710eec703abc_109)] [added: Data](#i0ac01ac4cd9642acb82c81cda0db5af1_100)] | | | [removed: [53](#i875928676256471f83d4710eec703abc_109)] [added: [52](#i0ac01ac4cd9642acb82c81cda0db5af1_100)] | | |
| [Item [removed: 9.](#i875928676256471f83d4710eec703abc_226)] [added: 9.](#i0ac01ac4cd9642acb82c81cda0db5af1_202)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i875928676256471f83d4710eec703abc_226)] [added: Disclosure](#i0ac01ac4cd9642acb82c81cda0db5af1_202)] | | | [removed: [106](#i875928676256471f83d4710eec703abc_226)] [added: [99](#i0ac01ac4cd9642acb82c81cda0db5af1_202)] | | |
| [Item [removed: 9A.](#i875928676256471f83d4710eec703abc_229)] [added: 9A.](#i0ac01ac4cd9642acb82c81cda0db5af1_205)] | | | [Controls and [removed: Procedures](#i875928676256471f83d4710eec703abc_229)] [added: Procedures](#i0ac01ac4cd9642acb82c81cda0db5af1_205)] | | | [removed: [106](#i875928676256471f83d4710eec703abc_229)] [added: [99](#i0ac01ac4cd9642acb82c81cda0db5af1_205)] | | |
| [Item [removed: 9B.](#i875928676256471f83d4710eec703abc_232)] [added: 9B.](#i0ac01ac4cd9642acb82c81cda0db5af1_208)] | | | [Other [removed: Information](#i875928676256471f83d4710eec703abc_232)] [added: Information](#i0ac01ac4cd9642acb82c81cda0db5af1_208)] | | | [removed: [108](#i875928676256471f83d4710eec703abc_232)] [added: [102](#i0ac01ac4cd9642acb82c81cda0db5af1_208)] | | |
| [Item [removed: 9C.](#i875928676256471f83d4710eec703abc_2261)] [added: 9C.](#i0ac01ac4cd9642acb82c81cda0db5af1_211)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i875928676256471f83d4710eec703abc_2261)] [added: Inspections](#i0ac01ac4cd9642acb82c81cda0db5af1_211)] | | | [removed: [108](#i875928676256471f83d4710eec703abc_232)] [added: [102](#i0ac01ac4cd9642acb82c81cda0db5af1_208)] | | |
| [Item [removed: 10.](#i875928676256471f83d4710eec703abc_238)] [added: 10.](#i0ac01ac4cd9642acb82c81cda0db5af1_217)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i875928676256471f83d4710eec703abc_238)] [added: Governance](#i0ac01ac4cd9642acb82c81cda0db5af1_217)] | | | [removed: [108](#i875928676256471f83d4710eec703abc_238)] [added: [102](#i0ac01ac4cd9642acb82c81cda0db5af1_217)] | | |
| [Item [removed: 11.](#i875928676256471f83d4710eec703abc_241)] [added: 11.](#i0ac01ac4cd9642acb82c81cda0db5af1_220)] | | | [Executive [removed: Compensation](#i875928676256471f83d4710eec703abc_241)] [added: Compensation](#i0ac01ac4cd9642acb82c81cda0db5af1_220)] | | | [removed: [108](#i875928676256471f83d4710eec703abc_241)] [added: [102](#i0ac01ac4cd9642acb82c81cda0db5af1_220)] | | |
| [Item [removed: 12.](#i875928676256471f83d4710eec703abc_244)] [added: 12.](#i0ac01ac4cd9642acb82c81cda0db5af1_223)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i875928676256471f83d4710eec703abc_244)] [added: Matters](#i0ac01ac4cd9642acb82c81cda0db5af1_223)] | | | [removed: [108](#i875928676256471f83d4710eec703abc_244)] [added: [102](#i0ac01ac4cd9642acb82c81cda0db5af1_223)] | | |
| [Item [removed: 13.](#i875928676256471f83d4710eec703abc_247)] [added: 13.](#i0ac01ac4cd9642acb82c81cda0db5af1_226)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i875928676256471f83d4710eec703abc_247)] [added: Independence](#i0ac01ac4cd9642acb82c81cda0db5af1_226)] | | | [removed: [108](#i875928676256471f83d4710eec703abc_247)] [added: [102](#i0ac01ac4cd9642acb82c81cda0db5af1_226)] | | |
| [Item [removed: 14.](#i875928676256471f83d4710eec703abc_250)] [added: 14.](#i0ac01ac4cd9642acb82c81cda0db5af1_229)] | | | [Principal Accountant Fees and [removed: Services](#i875928676256471f83d4710eec703abc_250)] [added: Services](#i0ac01ac4cd9642acb82c81cda0db5af1_229)] | | | [removed: [108](#i875928676256471f83d4710eec703abc_250)] [added: [102](#i0ac01ac4cd9642acb82c81cda0db5af1_229)] | | |
| [Item [removed: 15.](#i875928676256471f83d4710eec703abc_256)] [added: 15.](#i0ac01ac4cd9642acb82c81cda0db5af1_235)] | | | [Exhibits and Financial Statement [removed: Schedules](#i875928676256471f83d4710eec703abc_256)] [added: Schedules](#i0ac01ac4cd9642acb82c81cda0db5af1_235)] | | | [removed: [109](#i875928676256471f83d4710eec703abc_256)] [added: [103](#i0ac01ac4cd9642acb82c81cda0db5af1_235)] | | |
| [Item [removed: 16.](#i875928676256471f83d4710eec703abc_256)] [added: 16.](#i0ac01ac4cd9642acb82c81cda0db5af1_235)] | | | [Form 10-K [removed: Summary](#i875928676256471f83d4710eec703abc_256)] [added: Summary](#i0ac01ac4cd9642acb82c81cda0db5af1_235)] | | | [removed: [109](#i875928676256471f83d4710eec703abc_256)] [added: [103](#i0ac01ac4cd9642acb82c81cda0db5af1_235)] | | |
| [Exhibit [removed: Index](#i875928676256471f83d4710eec703abc_256)] [added: Index](#i0ac01ac4cd9642acb82c81cda0db5af1_235)] | | | | | | [removed: [108](#i875928676256471f83d4710eec703abc_256)] [added: [108](#i0ac01ac4cd9642acb82c81cda0db5af1_235)] | | |
| [PART I](#i0ac01ac4cd9642acb82c81cda0db5af1_13) | | | | | | | | |
| [PART II](#i0ac01ac4cd9642acb82c81cda0db5af1_64) | | | | | | | | |
| [Item 6.](#i0ac01ac4cd9642acb82c81cda0db5af1_70) | | | [Reserved](#i0ac01ac4cd9642acb82c81cda0db5af1_70) | | | [34](#i0ac01ac4cd9642acb82c81cda0db5af1_70) | | |
| [PART III](#i0ac01ac4cd9642acb82c81cda0db5af1_214) | | | | | | | | |
| [PART IV](#i0ac01ac4cd9642acb82c81cda0db5af1_232) | | | | | | | | |
| [Signatures](#i0ac01ac4cd9642acb82c81cda0db5af1_238) | | | | | | [107](#i0ac01ac4cd9642acb82c81cda0db5af1_238) | | |
| [PART I](#i875928676256471f83d4710eec703abc_13) | | | | | | | | |
| [PART II](#i875928676256471f83d4710eec703abc_73) | | | | | | | | |
| [Item 6.](#i875928676256471f83d4710eec703abc_79) | | | [Selected Financial Data](#i875928676256471f83d4710eec703abc_79) | | | [32](#i875928676256471f83d4710eec703abc_79) | | |
| [PART III](#i875928676256471f83d4710eec703abc_235) | | | | | | | | |
| [PART IV](#i875928676256471f83d4710eec703abc_253) | | | | | | | | |
| [Signatures](#i875928676256471f83d4710eec703abc_259) | | | | | | [113](#i875928676256471f83d4710eec703abc_259) | | |
Item 2. PROPERTIES
3 rewritten, 4 added, 5 removed, 8 unchanged
Our facilities consist of a global network of industrial parks, regional manufacturing operations, and design, engineering and product introduction centers, providing approximately [removed: 27] [added: 26.7] million square feet of productive capacity as of March 31, [removed: 2021.][added: 2022.]
Our facilities include large industrial parks, ranging in size from approximately 100,000 to [removed: 4.4] [added: 4.3] million square feet in Brazil, China, India, and Mexico.
We also have regional manufacturing operations, generally ranging in size from under 100,000 to approximately 2.7 million square feet in Austria, Brazil, Canada, China, [added: Czech Republic,] Denmark, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Malaysia, Mexico, the Netherlands, Poland, Romania, Singapore, Spain, Switzerland, [removed: Ukraine] [added: Ukraine, the United Kingdom,] and the United States.
| Asia | | | 6.2 | | | | | | 5.9 | | | | | | 12.1 | | | | | | | | | | | | 6.9 | | | | | | 19.0 | | |
| Americas | | | 3.8 | | | | | | 5.5 | | | | | | 9.3 | | | | | | | | | | | | 8.6 | | | | | | 17.9 | | |
| Europe | | | 2.5 | | | | | | 2.8 | | | | | | 5.3 | | | | | | | | | | | | 5.8 | | | | | | 11.1 | | |
| Total | | | 12.5 | | | | | | 14.2 | | | | | | 26.7 | | | | | | | | | | | | 21.3 | | | | | | 48.0 | | |
We do not identify or allocate assets by operating segment, as they are interchangeable in nature and used by multiple operating segments.
| 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 | | |
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
14 rewritten, 11 added, 12 removed, 32 unchanged
As of May [removed: 14, 2021] [added: 16, 2022,] there were [removed: 2,933] [added: 2,890] holders of record of our ordinary shares.
We currently do not have plans to pay any cash dividends in fiscal year [removed: 2022.][added: 2023.]
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: 2016] [added: 2017] and reflects the annual return through March 31, [removed: 2021,] [added: 2022,] assuming dividend reinvestment.
[removed: ][added: ]
Copyright [removed: 1980-2021][added: 1980-2022.]
The following table provides information regarding purchases of our ordinary shares made by us for the period from January 1, [removed: 2021] [added: 2022] through March 31, [removed: 2021.][added: 2022.]
(1) During the period from January 1, [removed: 2021] [added: 2022] through March 31, [removed: 2021] [added: 2022,] all purchases were made pursuant to the program discussed below in open market transactions.
(2) On August [removed: 7, 2020,] [added: 4, 2021,] our Board of Directors authorized repurchases of our outstanding ordinary shares for up to [removed: $500 million.][added: $1.0 billion.]
As of March 31, [removed: 2021,] [added: 2022,] shares in the aggregate amount of [removed: $316.5] [added: $495.6] million were available to be repurchased under the current plan.
[removed: INCOME] [added: CERTAIN] TAXATION [added: CONSIDERATIONS] UNDER SINGAPORE LAW
*Gains on Disposal.* Under current Singapore tax law there is no tax on capital gains, and thus any profits from the disposal of shares are not taxable in Singapore unless the gains arising from the disposal of shares are income in nature and subject to tax, especially if they arise from activities which the Inland Revenue Authority of Singapore regards as the carrying on of a trade or business in Singapore (in which case, the profits on the sale would be taxable as trade [added: or business] profits rather than capital gains).
Shareholders who apply, or who are required to apply, the Singapore Financial Reporting Standard [added: ("FRS") 39, FRS] 109 [added: or Singapore] Financial [removed: Instruments ("FRS 109")] [added: Reporting Standard (International) 9 (“SFRS(I) 9”) (as the case may be)] 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 [added: 39, FRS] 109 [added: or SFRS(I) 9] (as [added: the case may be) (as] modified by the applicable provisions of Singapore income tax law) even though no sale or disposal of shares is made.
[removed: *Stamp Duty.*] There is no stamp duty payable for holding shares, and no duty is payable on the issue of new shares.
*Estate Taxation.* [removed: The] [added: Singapore] estate duty was abolished for deaths occurring on or after February 15, 2008.
*Stamp Duty*.
Singapore stamp duty is payable on a transfer of existing shares if there is an instrument of transfer executed in Singapore or if there is an instrument of transfer executed outside Singapore that is received in Singapore.
In such situations, stamp duty is payable on the instrument of transfer of such shares at the rate of 0.2% of the consideration for, or market value of, such shares, whichever is higher.
| | | | 3/17 | | | | | | 3/18 | | | | | | 3/19 | | | | | | 3/20 | | | | | | 3/21 | | | | | | 3/22 | | |
| Flex Ltd. | | | 100.00 | | | | | | 97.20 | | | | | | 59.52 | | | | | | 49.85 | | | | | | 108.99 | | | | | | 110.42 | | |
| S&P 500 Index | | | 100.00 | | | | | | 113.99 | | | | | | 124.82 | | | | | | 116.11 | | | | | | 181.54 | | | | | | 209.94 | | |
| Peer Group | | | 100.00 | | | | | | 85.36 | | | | | | 80.59 | | | | | | 68.24 | | | | | | 131.48 | | | | | | 148.91 | | |
| January 1 - February 4, 2022 | | | | | | 2,900,386 | | | | | | $ | 17.07 | | | | | 2,900,386 | | | | | | $ | 551,406,982 | |
| February 5 - March 4, 2022 | | | | | | 3,263,494 | | | | | | 17.07 | | | | | | 3,263,494 | | | | | | 495,708,750 | | |
| March 5 - March 31, 2022 | | | | | | 7,900 | | | | | | 15.43 | | | | | | 7,900 | | | | | | 495,586,831 | | |
| Total | | | | | | 6,171,780 | | | | | | | | | | | | 6,171,780 | | | | | | | | |
| | | | 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 | | |
| 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 | | | | | | | | |
When existing shares are acquired in Singapore, a stamp duty of 0.2% is payable on the instrument of transfer of the shares at market value.
An individual shareholder who is a U.S. citizen or resident (for U.S. estate tax purposes) will have the value of the shares included in the individual's gross estate for U.S. estate tax purposes.
An individual shareholder generally will be entitled to a tax credit against the shareholder's U.S. estate tax to the extent the individual shareholder actually pays Singapore estate tax on the value of the shares; however, such tax credit is generally limited to the percentage of the U.S. estate tax attributable to the inclusion of the value of the shares included in the shareholder's gross estate for U.S. estate tax purposes, adjusted further by a pro rata apportionment of available exemptions.
Individuals who are domiciled in Singapore should consult their own tax advisors regarding the Singapore estate tax consequences of their investment.
Item 6. [RESERVED]
0 rewritten, 0 added, 45 removed, 0 unchanged
These historical results are not necessarily indicative of the results to be expected in the future.
The following selected consolidated financial data set forth below was derived from our historical audited consolidated financial statements and is qualified by reference to, and should be read in conjunction with, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8, "Financial Statements and Supplementary Data." On April 1, 2018, we adopted the new revenue standard and as a result we recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings.
The comparative information has not been restated and continues to be reported under the accounting standards in effect at the time.
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.
The reclassifications had no effect on the previously reported results of operations (Amounts may not sum due to rounding).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | Fiscal Year Ended March 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | |
| | | | (In millions, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CONSOLIDATED STATEMENT OF OPERATIONS DATA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net sales | | | $ | 24,124 | | | | | $ | 24,210 | | | | | $ | 26,211 | | | | | $ | 25,441 | | | | | $ | 23,863 | |
| Cost of sales | | | 22,349 | | | | | | 22,681 | | | | | | 24,594 | | | | | | 23,778 | | | | | | 22,303 | | |
| Restructuring charges (3) | | | 88 | | | | | | 190 | | | | | | 99 | | | | | | 67 | | | | | | 39 | | |
| Gross profit | | | 1,687 | | | | | | 1,338 | | | | | | 1,518 | | | | | | 1,596 | | | | | | 1,521 | | |
| Selling, general and administrative expenses | | | 817 | | | | | | 834 | | | | | | 953 | | | | | | 1,019 | | | | | | 937 | | |
| Intangible amortization | | | 62 | | | | | | 64 | | | | | | 74 | | | | | | 79 | | | | | | 81 | | |
| Restructuring charges (3) | | | 13 | | | | | | 26 | | | | | | 14 | | | | | | 24 | | | | | | 11 | | |
| Interest, net | | | 148 | | | | | | 174 | | | | | | 175 | | | | | | 137 | | | | | | 120 | | |
| Other charges (income), net (1) | | | (67) | | | | | | 82 | | | | | | 120 | | | | | | (184) | | | | | | 1 | | |
| Income before income taxes | | | 714 | | | | | | 158 | | | | | | 182 | | | | | | 521 | | | | | | 371 | | |
| Provision for income taxes | | | 101 | | | | | | 71 | | | | | | 89 | | | | | | 92 | | | | | | 51 | | |
| Net income | | | $ | 613 | | | | | $ | 88 | | | | | $ | 93 | | | | | $ | 429 | | | | | $ | 320 | |
| Diluted earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | | $ | 1.21 | | | | | $ | 0.17 | | | | | $ | 0.18 | | | | | $ | 0.80 | | | | | $ | 0.59 | |
| | | | As of March 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | (In millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CONSOLIDATED BALANCE SHEET DATA: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Working capital (2) | | | $ | 3,529 | | | | | $ | 1,875 | | | | | $ | 1,506 | | | | | $ | 1,902 | | | | | $ | 1,883 | |
| Total assets | | | 15,836 | | | | | | 13,690 | | | | | | 13,499 | | | | | | 13,716 | | | | | | 12,593 | | |
| Total long-term debt, excluding current portion | | | 3,515 | | | | | | 2,689 | | | | | | 2,422 | | | | | | 2,898 | | | | | | 2,891 | | |
| Shareholders' equity | | | 3,436 | | | | | | 2,831 | | | | | | 2,972 | | | | | | 3,019 | | | | | | 2,678 | | |
(1)For fiscal years 2021, 2020 and 2019, refer to note 16 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further discussion.
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.
(2)Working capital is defined as current assets, less current liabilities.
(3)The Company initiated restructuring plans during each of the fiscal years presented in the table above.
For the restructuring plans initiated during fiscal years 2021, 2020, and 2019, refer to note 15 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further discussion.
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.
An excerpt. Shown here: all 0 rewritten, all 0 added and 40 of 45 removed. The counts are complete. For every sentence, read Item 6. [RESERVED] in the FY2022 filing and the FY2021 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
522 rewritten, 331 added, 230 removed, 844 unchanged
We have audited the accompanying consolidated balance sheets of Flex Ltd. and subsidiaries (the "Company") as of March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, comprehensive income, [added: redeemable noncontrolling interest and] shareholders' equity, and cash flows for each of the three years in the period ended March 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 19, 2021,] [added: 20, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.
The amount of variable consideration that is deferred is recorded in ‘customer-related accruals’ on the consolidated balance sheets, which totaled [removed: $242] [added: $227.4] million as of March 31, [removed: 2021.][added: 2022.]
Our audit procedures related to variable consideration and associated customer related accruals included the following, among [added: others:]
[removed: others:][added: | Others | | | (14) | | | | | | (13) | | |]
| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |
| Cash and cash equivalents | | | $ | [removed: 2,637] [added: 2,964] | | | | | $ | [removed: 1,923] [added: 2,637] | |
| Accounts receivable, net of allowance for doubtful accounts (Note 2) | | | [removed: 4,106] [added: 3,371] | | | | | | [removed: 2,436] [added: 3,959] | | |
| Contract assets | | | [removed: 135] [added: 519] | | | | | | 282 | | |
| Inventories | | | [removed: 3,895] [added: 6,580] | | | | | | [removed: 3,785] [added: 3,895] | | |
| Other current assets | | | [removed: 590] [added: 903] | | | | | | [removed: 660] [added: 590] | | |
| Total current assets | | | [removed: 11,363] [added: 14,337] | | | | | | [removed: 9,086] [added: 11,363] | | |
| Property and equipment, net | | | [removed: 2,097] [added: 2,125] | | | | | | [removed: 2,216] [added: 2,097] | | |
| Operating lease right-of-use assets, net | | | [removed: 642] [added: 637] | | | | | | [removed: 605] [added: 642] | | |
| Goodwill | | | [removed: 1,090] [added: 1,342] | | | | | | [removed: 1,065] [added: 1,090] | | |
| Other intangible assets, net | | | [removed: 213] [added: 411] | | | | | | [removed: 262] [added: 213] | | |
| Other assets | | | [removed: 431] [added: 473] | | | | | | [removed: 456] [added: 431] | | |
| Total assets | | | $ | [removed: 15,836] [added: 19,325] | | | | | $ | [removed: 13,690] [added: 15,836] | |
| [removed: LIABILITIES] [added: LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST] AND SHAREHOLDERS' EQUITY | | | | | | | | | | | |
| Bank borrowings and current portion of long-term debt | | | $ | [removed: 268] [added: 949] | | | | | $ | [removed: 149] [added: 268] | |
| Accounts payable | | | [removed: 5,247] [added: 6,254] | | | | | | [removed: 5,108] [added: 5,247] | | |
| Accrued payroll | | | [removed: 473] [added: 470] | | | | | | [removed: 364] [added: 473] | | |
| Other current liabilities | | | [removed: 1,846] [added: 1,036] | | | | | | [removed: 1,590] [added: 998] | | |
| Total current liabilities | | | [removed: 7,834] [added: 10,711] | | | | | | [removed: 7,211] [added: 7,834] | | |
| Long-term debt, net of current portion | | | [removed: 3,515] [added: 3,248] | | | | | | [removed: 2,689] [added: 3,515] | | |
| Operating lease liabilities, non-current | | | [removed: 562] [added: 551] | | | | | | [removed: 529] [added: 562] | | |
| Other liabilities | | | [removed: 489] [added: 608] | | | | | | [removed: 430] [added: 489] | | |
| Commitments and contingencies (Note [removed: 13)] [added: 14)] | | | | | | | | | | | |
| Ordinary shares, no par value; [removed: 542,807,200] [added: 510,799,667] and [removed: 547,665,632] [added: 542,807,200] issued, and [removed: 492,567,845] [added: 460,560,312] and [removed: 497,426,277] [added: 492,567,845] outstanding as of March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 6,232] [added: 6,052] | | | | | | [removed: 6,336] [added: 6,232] | | |
| Treasury stock, at cost; 50,239,355 shares as of March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | (388) | | | | | | (388) | | |
| Accumulated deficit | | | [removed: (2,289)] [added: (1,353)] | | | | | | [removed: (2,902)] [added: (2,289)] | | |
| Accumulated other comprehensive loss | | | [removed: (119)] [added: (182)] | | | | | | [removed: (215)] [added: (119)] | | |
| Total shareholders' equity | | | [removed: 3,436] [added: 4,129] | | | | | | [removed: 2,831] [added: 3,436] | | |
| Total [removed: liabilities] [added: liabilities, redeemable noncontrolling interest,] and shareholders' equity | | | $ | [removed: 15,836] [added: 19,325] | | | | | $ | [removed: 13,690] [added: 15,836] | |
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Net sales | | | $ | [removed: 24,124] [added: 26,041] | | | | | $ | [removed: 24,210] [added: 24,124] | | | | | $ | [removed: 26,211] [added: 24,210] | |
| Cost of sales | | | [removed: 22,349] [added: 24,094] | | | | | | [removed: 22,681] [added: 22,349] | | | | | | [removed: 24,594] [added: 22,681] | | |
| Restructuring charges | | | [removed: 88] [added: 15] | | | | | | [removed: 190] [added: 88] | | | | | | [removed: 99] [added: 190] | | |
| Gross profit | | | [removed: 1,687] [added: 1,932] | | | | | | [removed: 1,339] [added: 1,687] | | | | | | [removed: 1,518] [added: 1,339] | | |
| | | | 2022 | | | | | | 2021 | | |
| Deferred revenue and customer working capital advances | | | 2,002 | | | | | | 848 | | |
| Total liabilities | | | 15,118 | | | | | | 12,400 | | |
| Redeemable noncontrolling interest (Note 7) | | | 78 | | | | | | — | | |
| Operating income | | | 972 | | | | | | 795 | | | | | | 415 | | |
| Net income attributable to redeemable noncontrolling interest | | | 4 | | | | | | — | | | | | | — | | |
| Net income attributable to Flex Ltd. | | | $ | 936 | | | | | $ | 613 | | | | | $ | 88 | |
| Earnings per share attributable to the shareholders of Flex Ltd.: | | | | | | | | | | | | | | | | | |
| Net income | | | $ | 940 | | | | | $ | 613 | | | | | $ | 88 | |
| Comprehensive income attributable to redeemable noncontrolling interest | | | 4 | | | | | | — | | | | | | — | | |
| Comprehensive income attributable to Flex Ltd. | | | $ | 873 | | | | | $ | 709 | | | | | $ | 24 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sale of subsidiary's redeemable preferred units, net of transaction cost | | | 74 | | | | | | | | | — | | | | | | 414 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | 414 | | |
| BALANCE AT MARCH 31, 2022 | | | $ | 78 | | | | | | | | 461 | | | | | | $ | 5,664 | | | | | $ | (1,353) | | | | | $ | (66) | | | | | $ | (116) | | | | | $ | (182) | | | | | | | | | | | | | | $ | 4,129 | |
| Net income | | | $ | 936 | | | | | $ | 613 | | | | | $ | 88 | |
| Accounts receivable | | | 624 | | | | | | (1,615) | | | | | | (2,106) | | |
| Contract assets | | | (226) | | | | | | 107 | | | | | | (86) | | |
| Inventories | | | (2,655) | | | | | | (96) | | | | | | (66) | | |
| Proceeds from sale of subsidiary's redeemable preferred units | | | 488 | | | | | | — | | | | | | — | | |
Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, Flex delivers advanced manufacturing solutions and operates one of the most trusted global supply chains, supporting the entire product lifecycle with fulfillment, after-market, and circular economy solutions for diverse industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and energy.
Beginning in the fourth quarter of fiscal year 2022, as a result of the sale of certain Series A preferred units in Nextracker LLC ("Nextracker LLC" or "Nextracker") to a third party (see note 7) and the Company's continuing evaluation to separate the Nextracker business and consistent with how the Company's chief operating decision maker ("CODM") allocates resources, assesses performance and makes strategic and operational decisions, Flex now reports Nextracker as a separate operating and reportable segment.
Nextracker was previously included in the Industrial reporting unit within the Flex Reliability Solutions segment.
Flex's three operating and reportable segments are:
- Nextracker, the leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world.
Nextracker's products enable solar panels to follow the sun’s movement across the sky and optimize plant performance.
The Company also provide intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world.
Noncontrolling interest that is redeemable upon the occurrence of conditions outside of the control of the Company is reported as temporary equity in the consolidated balance sheets.
The amount of consolidated net income attributable to Flex Ltd. and to the redeemable noncontrolling interest is presented in the consolidated statements of operations.
Refer to note 7 Redeemable Noncontrolling Interest for additional information.
In fiscal year 2022, the Company elected to include operating income as a subtotal in the consolidated statements of operations.
In addition, deferred revenue and customer working capital advances, previously included within other current liabilities, have been separately presented as deferred revenue and customer working capital advances in the current liabilities section of the consolidated balance sheets.
Further, certain unbilled receivables previously presented as part of accounts receivable, net of allowance for doubtful accounts are now being presented as contract assets on the consolidated balance sheets as billing is to occur subsequent to revenue recognition and is conditional upon other than the passage of time.
The Company reclassified $146.8 million of unbilled receivables from accounts receivable, net of allowance for doubtful accounts to contract assets for the period ended March 31, 2021 in order to align with the current year presentation.
The Company also recast fiscal year 2021 and 2020 consolidated statements of cash flows reflecting similar reclassifications between changes in contract assets and accounts receivable, net of allowance for doubtful accounts to align with the current year presentation.
Non-functional currency transaction gains and losses, and re-measurement adjustments were not
For certain other contracts, the Company’s performance creates and enhances an asset that the customer controls as the Company performs under the contract.
The Company recognizes estimates of this variable consideration that are not expected to result in a significant revenue reversal in the future, primarily based on the amount of potential refunds required by the contract, historical experience and other surrounding facts and circumstances.
May 19, 2021
FLEX LTD.
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| BALANCE AT MARCH 31, 2018 | | | 528 | | | | | | $ | 6,249 | | | | | $ | (3,144) | | | | | $ | (36) | | | | | $ | (50) | | | | | $ | (86) | | | | | $ | 3,019 | |
| Cumulative effect on opening equity of adopting accounting standards and other | | | — | | | | | | — | | | | | | 22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22 | | |
| Gain from deconsolidation of subsidiary (Note 2) | | | — | | | | | | — | | | | | | (87) | | |
| Accounts receivable | | | (1,656) | | | | | | (2,126) | | | | | | (3,628) | | |
| Contract assets | | | 148 | | | | | | (66) | | | | | | 216 | | |
| Inventories | | | (96) | | | | | | (66) | | | | | | (360) | | |
Flex Ltd. ("Flex" or the "Company") was incorporated in the Republic of Singapore in May 1990.
The Company's operations have expanded over the years through a combination of organic growth and acquisitions.
Through the collective strength of a global workforce across approximately 30 countries and responsible, sustainable operations, the Company delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.
In the first quarter of fiscal year 2021, the Company made certain changes in its organizational structure as part of its strategy to further drive efficiency and productivity with two focused and complimentary delivery models.
As a result, beginning in the first quarter of fiscal year 2021, the Company reports its financial performance based on two operating and reportable segments:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 statements of operations.
Additionally, the amortization of right-of-use assets for operating leases have been reclassified from the amortization and other impairment charges line on the consolidated statement of cash flows, and are now presented separately under non-cash lease expense.
Company satisfies a performance obligation.
On April 1, 2018, the Company adopted the Accounting Standard Codification 606 ("ASC 606") using the modified retrospective approach by applying the guidance to all open contracts at the adoption date and has implemented revised accounting policies, new operational and financial reporting processes, enhanced systems capabilities and relevant internal controls.
Note 4 "Revenue" provides further disclosures required by the new standard.
| | | | $ | 2,637 | | | | | $ | 1,923 | |
| | | | $ | 3,895 | | | | | $ | 3,785 | |
| Leasehold improvements | | | up to 30 | | | | | | 500 | | | | | | 510 | | |
| | | | | | | | | | 5,843 | | | | | | 5,736 | | |
As described in note 1, the Company made certain changes in its organizational structure during the first quarter of fiscal year 2021 as part of its strategy to further drive growth and productivity through two separate delivery models that represent reportable segments, FAS and FRS.
Accordingly, the Company completed an interim test as of April 1, 2020 and additionally, its goodwill was reallocated among each of the Company's six reporting units based on each reporting unit’s relative fair value as of that date.
Further, to the extent the net book value of the Company as a whole is greater than its fair value in the aggregate, all, or a significant portion of its goodwill may be considered impaired.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Communications, Enterprise and Cloud | | | | | | Lifestyle | | | | | | Consumer Devices | | | | | | Automotive | | | | | | Health Solutions | | | | | | Industrial | | | | | | Total | | |
| Balance at March 31, 2019 | | | | | | $ | 188 | | | | | $ | 131 | | | | | $ | 51 | | | | | $ | 182 | | | | | $ | 192 | | | | | $ | 329 | | | | | $ | 1,073 | |
| Balance at March 31,2020 | | | | | | $ | 188 | | | | | $ | 131 | | | | | $ | 51 | | | | | $ | 174 | | | | | $ | 192 | | | | | $ | 329 | | | | | $ | 1,065 | |
| Divestitures | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | (1) | | |
| Balance at March 31, 2021 | | | | | | $ | 189 | | | | | $ | 131 | | | | | $ | 51 | | | | | $ | 196 | | | | | $ | 194 | | | | | $ | 329 | | | | | $ | 1,090 | |
recoverable.
| | | | (In millions) | | |
During fiscal year 2020, the Company recognized $97.7 million of total impairments primarily related to Elementum and certain other non-core investments, reflecting recent market valuation changes, in addition to capturing additional risks due to the economic challenges in light of COVID-19.
During the last half of fiscal year 2019, the Company reassessed its strategy with respect to its entire investment portfolio.
As a result the Company recognized aggregate net charges related to investment impairments and dispositions of approximately $193 million for the fiscal year ended March 31, 2019, primarily related to a non-core cost method investment and Elementum.
An excerpt. Shown here: 40 of 522 rewritten, 40 of 331 added and 40 of 230 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9A. CONTROLS AND PROCEDURES
12 rewritten, 7 added, 1 removed, 27 unchanged
The Company's management, with the participation of the Chief Executive Officer and Chief Financial [removed: Officer] [added: Officer,] has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the [added: Securities] Exchange [removed: Act)] [added: Act of 1934,] as [added: amended (the “Exchange Act”)) as] of March 31, [removed: 2021.][added: 2022.]
Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, [removed: 2021,] [added: 2022,] 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 [removed: Securities] Exchange [removed: Act of 1934, as amended,] [added: Act,] is (i) recorded, processed, summarized and reported within the time periods specified in the [removed: Securities and Exchange Commission's] [added: SEC's] rules and forms and (ii) accumulated and communicated to our management, including our [removed: principal executive] [added: Chief Executive] officer and [removed: principal financial officer,] [added: Chief Financial Officer,] as [removed: appropriate] [added: appropriate,] to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the [removed: Securities] Exchange [removed: Act of 1934, as amended.][added: Act.]
As of March 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]
The effectiveness of the Company's internal control over financial reporting as of March 31, [removed: 2021] [added: 2022] 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."
There were no changes in our internal control over financial reporting that occurred during the fourth quarter ended March 31, [removed: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
[removed: We are continually monitoring] and assessing the potential impact of COVID-19 on our internal controls to minimize the impact on their design and operating effectiveness.
To the Board of Directors and [added: the] Shareholders of Flex Ltd., Singapore
We have audited the internal control over financial reporting of Flex Ltd. and subsidiaries (the "Company") as of March 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal [removed: Control - Integrated] [added: 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: 2021,] [added: 2022,] based on criteria established in Internal [removed: Control - Integrated] [added: Control*—*Integrated] Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 31, [removed: 2021] [added: 2022] of the Company and our report dated May [removed: 19, 2021,] [added: 20, 2022,] expressed an unqualified opinion on those financial statements.
Management’s evaluation excluded an assessment of those disclosure controls and procedures of Anord Mardix that are subsumed by internal control over financial reporting, described under paragraph (b) below.
On December 1, 2021, the Company acquired Anord Mardix.
Management's annual assessment of the effectiveness of internal control over financial reporting as of March 31, 2022 excluded the internal control over financial reporting at Anord Mardix, which constitutes, in the aggregate, less than 1% of the total assets and net sales of the related consolidated financial statement amounts as of, and for the fiscal year ended March 31, 2022.
We are continually monitoring
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls at Anord Mardix (as defined in Note 19), which is included in the 2022 consolidated financial statements of the Company and constituted less than 1% of total assets as of March 31, 2022 and less than 1% of net sales for the year then ended.
Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting at Anord Mardix.
May 20, 2022
May 19, 2021
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 1 unchanged
Information with respect to this item may be found in the Company's definitive proxy statement to be delivered to shareholders in connection with the Company's [removed: 2021] [added: 2022] Annual General Meeting of Shareholders.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 1 unchanged
Information with respect to this item may be found in the Company's definitive proxy statement to be delivered to shareholders in connection with the Company's [removed: 2021] [added: 2022] Annual General Meeting of Shareholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 1 unchanged
Information with respect to this item may be found in the Company's definitive proxy statement to be delivered to shareholders in connection with the Company's [removed: 2021] [added: 2022] Annual General Meeting of Shareholders.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 1 unchanged
Information with respect to this item may be found in the Company's definitive proxy statement to be delivered to shareholders in connection with the Company's [removed: 2021] [added: 2022] Annual General Meeting of Shareholders.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES (Deloitte & Touche LLP, PCAOB ID: 34)
1 rewritten, 0 added, 0 removed, 2 unchanged
Information with respect to this item may be found in the Company's definitive proxy statement to be delivered to shareholders in connection with the Company's [removed: 2021] [added: 2022] Annual General Meeting of Shareholders.
Item 16. FORM 10-K SUMMARY
46 rewritten, 9 added, 9 removed, 87 unchanged
| [removed: [4.](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000009/flex-exx4143312020.htm)[20](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000009/flex-exx4143312020.htm)] [added: [4.20](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000009/flex-exx4143312020.htm)] | | | | | | Description of Registrant's Securities | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/28/2020 | | | | | | 4.14 | | | | | | | | |
| [removed: [10.0](http://www.sec.gov/Archives/edgar/data/0000866374/000095013409011144/d66616exv10w01.htm)[2](http://www.sec.gov/Archives/edgar/data/0000866374/000095013409011144/d66616exv10w01.htm)] [added: [10.03](http://www.sec.gov/Archives/edgar/data/0000866374/000095013409011144/d66616exv10w01.htm)] | | | | | | Form of Indemnification Agreement between the Registrant and its Directors and certain officers† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/20/2009 | | | | | | 10.01 | | | | | | | | |
| [removed: [10.03](http://www.sec.gov/Archives/edgar/data/866374/000095013409011144/d66616exv10w02.htm)] [added: [10.04](http://www.sec.gov/Archives/edgar/data/866374/000095013409011144/d66616exv10w02.htm)] | | | | | | Form of Indemnification Agreement between Flextronics Corporation and Directors and certain officers of the Registrant† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/20/2009 | | | | | | 10.02 | | | | | | | | |
| [removed: [10.04](http://www.sec.gov/Archives/edgar/data/866374/000095012310068885/c03895exv10w01.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/866374/000086637419000006/flex-exx102733119.htm)] | | | | | | Flex Ltd. [removed: 2010 Equity Incentive] [added: Executive Severance] Plan† | | | | | | [removed: 8-K] [added: 10-K] | | | | | | 000-23354 | | | | | | [removed: 7/28/2010] [added: 5/21/2019] | | | | | | [removed: 10.01] [added: 10.27] | | | | | | | | |
| [removed: [10.05](http://www.sec.gov/Archives/edgar/data/866374/000095012310073135/c04350exv10w02.htm)] [added: [10.06](http://www.sec.gov/Archives/edgar/data/866374/000086637417000012/exhibit1005.htm)] | | | | | | Form of [added: Restricted] Share [removed: Option] [added: Unit] Award Agreement under [removed: 2010] [added: the 2017] Equity Incentive [removed: Plan†] [added: Plan for time-based vesting awards†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 8/5/2010] [added: 10/30/2017] | | | | | | [removed: 10.02] [added: 10.05] | | | | | | | | |
| [removed: [10.06](http://www.sec.gov/Archives/edgar/data/0000866374/000130817920000251/lflex2020_def14a.htm#lflexa095)] [added: [10.05](http://www.sec.gov/Archives/edgar/data/0000866374/000130817920000251/lflex2020_def14a.htm#lflexa095)] | | | | | | Flex Ltd. Amended and Restated 2017 Equity Incentive Plan† | | | | | | DEF 14A | | | | | | 000-23354 | | | | | | 6/26/2020 | | | | | | Annex A | | | | | | | | |
| [removed: [10.07](http://www.sec.gov/Archives/edgar/data/866374/000086637417000012/exhibit1005.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000012/flex-exx1002x6282020.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for time-based vesting [removed: awards†] [added: awards (FY21)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 10/30/2017] [added: 8/5/2020] | | | | | | [removed: 10.05] [added: 10.02] | | | | | | | | |
| [removed: [10.08](http://www.sec.gov/Archives/edgar/data/866374/000086637417000012/exhibit1006.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/866374/000086637419000010/flex-exx1002x6282019.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for performance-based vesting [removed: awards†] [added: awards (20-day trading average)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 10/30/2017] [added: 7/26/2019] | | | | | | [removed: 10.06] [added: 10.02] | | | | | | | | |
| [removed: [10.09](http://www.sec.gov/Archives/edgar/data/866374/000095013409001971/d66023exv10w02.htm)] [added: [10.07](http://www.sec.gov/Archives/edgar/data/866374/000095013409001971/d66023exv10w02.htm)] | | | | | | Flextronics International USA, Inc. Third Amended and Restated 2005 Senior Management Deferred Compensation Plan† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 2/6/2009 | | | | | | 10.02 | | | | | | | | |
| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/866374/000095013409001971/d66023exv10w01.htm)] [added: [10.08](http://www.sec.gov/Archives/edgar/data/866374/000095013409001971/d66023exv10w01.htm)] | | | | | | Flextronics International USA, Inc. Third Amended and Restated Senior Executive Deferred Compensation Plan† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 2/6/2009 | | | | | | 10.01 | | | | | | | | |
| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/866374/000086637417000012/flex-exx1002x92917.htm)] [added: [10.09](http://www.sec.gov/Archives/edgar/data/866374/000086637417000012/flex-exx1002x92917.htm)] | | | | | | Summary of Directors' Compensation† | | | | | | 10-Q | | | | | | 000.23354 | | | | | | 10/30/2017 | | | | | | 10.02 | | | | | | | | |
| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/866374/000095012310073135/c04350exv10w06.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/866374/000095012310073135/c04350exv10w06.htm)] | | | | | | Executive Incentive Compensation Recoupment Policy† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 8/5/2010 | | | | | | 10.06 | | | | | | | | |
| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/866374/000095012310100203/c07568exv10w04.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/866374/000095012310100203/c07568exv10w04.htm)] | | | | | | 2010 Flextronics International USA, Inc. Deferred Compensation Plan† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 11/3/2010 | | | | | | 10.04 | | | | | | | | |
| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/866374/000110465912052187/a12-13513_1ex10d01.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/866374/000110465912052187/a12-13513_1ex10d01.htm)] | | | | | | Form of Award Agreement under 2010 Deferred Compensation Plan† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 7/30/2012 | | | | | | 10.01 | | | | | | | | |
| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/866374/000086637421000030/flex-exx1015_3312021.htm)[5](https://www.sec.gov/Archives/edgar/data/866374/000086637421000030/flex-exx1015_3312021.htm)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/866374/000086637421000043/flex-exx1003x722021.htm)] | | | | | | Summary of Compensation Arrangements of Certain Executive Officers of Flex Ltd.† | | | | | | [added: 10-Q] | | | | | | [added: 000-23354] | | | | | | [added: 7/30/2021] | | | | | | [added: 10.03] | | | | | | [removed: X] | | |
| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/866374/000110465913080056/a13-19041_1ex10d02.htm)] [added: [10.26](http://www.sec.gov/Archives/edgar/data/866374/000086637421000043/flex-exx1002x722021.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the [removed: 2010] [added: Amended and Restated 2017] Equity Incentive Plan for [removed: time-based] [added: performance-based] vesting [removed: awards†] [added: awards (FY22)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 11/1/2013] [added: 7/30/2021] | | | | | | 10.02 | | | | | | | | |
| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d02.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d02.htm)] | | | | | | Form of 2010 Deferred Compensation Plan Award Agreement (performance targets, cliff vesting)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 8/2/2013 | | | | | | 10.02 | | | | | | | | |
| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d03.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d03.htm)] | | | | | | Form of 2010 Deferred Compensation Plan Award Agreement (non-performance, periodic vesting, continuing Participant)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 8/2/2013 | | | | | | 10.03 | | | | | | | | |
| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/866374/000110465914054018/a14-16160_1ex10d01.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/866374/000110465914054018/a14-16160_1ex10d01.htm)] | | | | | | Award Agreement under the 2010 Deferred Compensation Plan† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 7/28/2014 | | | | | | 10.01 | | | | | | | | |
| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/866374/000086637419000003/flex-exx1001x12312018.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000012/flex-exx1003x6282020.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for [removed: retention] performance-based vesting [removed: awards†] [added: awards (20-day trading average) (FY21)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 2/6/2019] [added: 8/5/2020] | | | | | | [removed: 10.01] [added: 10.03] | | | | | | | | |
| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/866374/000110465915069666/a15-20794_1ex99d01.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/866374/000110465915069666/a15-20794_1ex99d01.htm)] | | | | | | Nextracker Inc. 2014 Equity Incentive Plan† | | | | | | S-8 | | | | | | 333-207325 | | | | | | 10/7/2015 | | | | | | 99.01 | | | | | | | | |
| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/866374/000086637419000006/flex-exx102733119.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/866374/000086637419000006/flex-exx102933119.htm)] | | | | | | [removed: Flex Ltd. Executive Severance Plan†] [added: Revathi Advaithi Offer Letter, dated February 7, 2019†] | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/21/2019 | | | | | | [removed: 10.27] [added: 10.29] | | | | | | | | |
| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/866374/000086637420000009/flex-exx10293312020.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/866374/000086637420000009/flex-exx10293312020.htm)] | | | | | | Scott Offer Amended Offer Letter, dated as of January 27, 2019† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/28/2020 | | | | | | 10.29 | | | | | | | | |
| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000030/flex-exx1002x9252020.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000030/flex-exx1002x9252020.htm)] | | | | | | Paul R. Lundstrom Offer Letter, dated August 5, 2020† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 11/2/2020 | | | | | | 10.02 | | | | | | | | |
| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000030/flex-exx1004x9252020.htm)] [added: [10.25](http://www.sec.gov/Archives/edgar/data/866374/000086637421000043/flex-exx1001x722021.htm)] | | | | | | Description of [added: Annual] Incentive Bonus Plan for [removed: Second Half of] Fiscal [removed: 2021†] [added: Year 2022†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 11/2/2020] [added: 7/30/2021] | | | | | | [removed: 10.04] [added: 10.01] | | | | | | | | |
| [removed: [10.34](http://www.sec.gov/Archives/edgar/data/0000866374/000086637421000019/flex-exx1002x12312020.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/866374/000086637421000019/flex-exx1002x12312020.htm)] | | | | | | Form of Addendum Award Agreement under the 2010 Deferred Compensation Plan (FY21)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 1/29/2021 | | | | | | 10.02 | | | | | | | | |
| [removed: [21.01](https://www.sec.gov/Archives/edgar/data/866374/000086637421000030/flex-exx2101_3312021.htm)] [added: [21.01](https://www.sec.gov/Archives/edgar/data/866374/000086637422000035/flex-exx2101_3312022.htm)] | | | | | | Subsidiaries of Registrant | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [23.01](https://www.sec.gov/Archives/edgar/data/866374/000086637421000030/flex-exx2301_3312021.htm)] [added: [23.01](https://www.sec.gov/Archives/edgar/data/866374/000086637422000035/flex-exx2301_3312022.htm)] | | | | | | Consent of Deloitte & Touche LLP | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [24.01](#i875928676256471f83d4710eec703abc_262)] [added: [24.01](#i0ac01ac4cd9642acb82c81cda0db5af1_241)] | | | | | | Power of Attorney (included on the signature page to this Form 10-K) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [31.01](https://www.sec.gov/Archives/edgar/data/866374/000086637421000030/flex-exx3101_3312021.htm)] [added: [31.01](https://www.sec.gov/Archives/edgar/data/866374/000086637422000035/flex-exx3101_3312022.htm)] | | | | | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [31.02](https://www.sec.gov/Archives/edgar/data/866374/000086637421000030/flex-exx3102_3312021.htm)] [added: [31.02](https://www.sec.gov/Archives/edgar/data/866374/000086637422000035/flex-exx3102_3312022.htm)] | | | | | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [removed: [32.01](https://www.sec.gov/Archives/edgar/data/866374/000086637421000030/flex-exx3201_3312021.htm)] [added: [32.01](https://www.sec.gov/Archives/edgar/data/866374/000086637422000035/flex-exx3201_3312022.htm)] | | | | | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| Date: May [removed: 19, 2021] [added: 20, 2022] | | | By: | | | | | | /s/ REVATHI ADVAITHI | | |
| /s/ REVATHI ADVAITHI | | | | | | Chief Executive Officer (Principal Executive Officer) and Director | | | | | | May [removed: 19, 2021] [added: 20, 2022] | | |
| /s/ PAUL R. LUNDSTROM | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | May [removed: 19, 2021] [added: 20, 2022] | | |
| /s/ [removed: DAVID P. BENNETT] [added: DANIEL J. WENDLER] | | | | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | May [removed: 19, 2021] [added: 20, 2022] | | |
| /s/ MICHAEL D. CAPELLAS | | | | | | Chairman of the Board | | | | | | May [removed: 19, 2021] [added: 20, 2022] | | |
| /s/ JOHN D. HARRIS II | | | | | | Director | | | | | | May [removed: 19, 2021] [added: 20, 2022] | | |
| /s/ MICHAEL E. HURLSTON | | | | | | Director | | | | | | May [removed: 19, 2021] [added: 20, 2022] | | |
| /s/ JENNIFER LI | | | | | | Director | | | | | | May [removed: 19, 2021] [added: 20, 2022] | | |
| [10.02](https://www.sec.gov/Archives/edgar/data/866374/000086637422000035/flex-exx1002_3312022.htm) | | | | | | First Amendment to Credit Agreement, dated as of April 12, 2022 among Flex Ltd., the Lenders party thereto, the L/C Issuers party thereto, the Swing Line Lenders party thereto, and Bank of America, N.A., as the Administrative Agent | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| [10.28](http://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1001x1012021.htm) | | | | | | First Amendment to Flex 2010 Deferred Compensation Plan, dated December 17, 2018† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/29/2021 | | | | | | 10.01 | | | | | | | | |
| [10.29](http://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1002x1012021.htm) | | | | | | Second Amendment to Flex 2010 Deferred Compensation Plan, dated August 16, 2019† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/29/2021 | | | | | | 10.02 | | | | | | | | |
| [10.30](http://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1003x1012021.htm) | | | | | | Third Amendment to Flex 2010 Deferred Compensation Plan, dated June 3, 2020† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/29/2021 | | | | | | 10.03 | | | | | | | | |
| [10.31](https://www.sec.gov/Archives/edgar/data/866374/000086637422000035/flex-exx1031_3312022.htm) | | | | | | Executive Transition Agreement dated March 25, 2022 between Flex Ltd. and Francois Barbier† | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| Daniel J. Wendler | | | | | | | | | | | | | | |
| /s/ PATRICK J. WARD | | | | | | Director | | | | | | May 20, 2022 | | |
| Patrick J. Ward | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| [10.21](http://www.sec.gov/Archives/edgar/data/866374/000086637419000006/flex-exx102333119.htm) | | | | | | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for retention service-based vesting awards† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/21/2019 | | | | | | 10.23 | | | | | | | | |
| [10.22](http://www.sec.gov/Archives/edgar/data/866374/000086637419000010/flex-exx1002x6282019.htm) | | | | | | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for performance-based vesting awards (20-day trading average)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 7/26/2019 | | | | | | 10.02 | | | | | | | | |
| [10.26](http://www.sec.gov/Archives/edgar/data/866374/000086637419000006/flex-exx102933119.htm) | | | | | | Revathi Advaithi Offer Letter, dated February 7, 2019† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/21/2019 | | | | | | 10.29 | | | | | | | | |
| [10.27](http://www.sec.gov/Archives/edgar/data/866374/000086637420000009/flex-exx10313312020.htm) | | | | | | Francois Barbier Relocation Expenses Addendum, dated as of July 8, 2019† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/28/2020 | | | | | | 10.31 | | | | | | | | |
| [10.28](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000012/flex-exx1002x6282020.htm) | | | | | | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for time-based vesting awards (FY21)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 8/5/2020 | | | | | | 10.02 | | | | | | | | |
| [10.2](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000012/flex-exx1003x6282020.htm)[9](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000012/flex-exx1003x6282020.htm) | | | | | | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for performance-based vesting awards (20-day trading average) (FY21)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 8/5/2020 | | | | | | 10.03 | | | | | | | | |
| [10.31](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000030/flex-exx1003x9252020.htm) | | | | | | Executive Transition Agreement, dated August 5, 2020 between Flex Ltd. and Christopher Collier† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 11/2/2020 | | | | | | 10.03 | | | | | | | | |
| [10.33](http://www.sec.gov/Archives/edgar/data/0000866374/000086637421000019/flex-exx1001x12312020.htm) | | | | | | Executive Transition Agreement dated November 17, 2020 between Flex Ltd. and Paul Humphries† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 1/29/2021 | | | | | | 10.01 | | | | | | | | |
| David P. Bennett | | | | | | | | | | | | | | |
An excerpt. Shown here: 40 of 46 rewritten, all 9 added and all 9 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2022 filing and the FY2021 filing.