Flex (FLEX) 10-K risk factor changes: FY2023 vs FY2022

- Weak global economic conditions, [added: including inflationary pressures, currency volatility, slower growth or recession, higher interest rates,] geopolitical uncertainty (including the ongoing conflict between Russia and Ukraine) and instability in financial markets may adversely affect our business, results of operations, financial condition, and access to capital markets.

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

- Our margins and profitability [added: have in the past been, and] may [removed: be] [added: in the future be,] adversely affected due to substantial investments, start-up and production ramp costs in our design services.

- If our products or components contain defects, demand for our services may [removed: decline] [added: decline, our reputation may be damaged,] and we may be exposed to product liability and product warranty liability.

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 [added: have in the past caused, and] may [added: in the future,] cause supply chain and other issues which could adversely affect our operating results.

Cancellations, reductions, or delays by a significant customer or by a group of customers have harmed, and may in the future harm, our results of operations by reducing the volumes of products we manufacture and deliver for those customers, by causing a delay in the repayment of our expenditures for inventory in preparation for customer orders and/or [added: our possession of excess or obsolete inventory that we may not be able to sell to customers or third parties which may result in] an impairment loss for inventory, and by lowering our asset utilization and overhead absorption resulting in lower gross margins and earnings.

In that regard, we must make significant decisions, including determining the levels of business that we will seek and accept, setting production [removed: schedules,] [added: schedules and locations,] making component procurement commitments, and allocating personnel and other resources based on our estimates of our customers' requirements.

[added: 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 34%, [removed: 36%] [added: 34%] and [removed: 39%] [added: 36%] of net sales in fiscal years [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

No customer accounted for more than 10% of net sales in fiscal year [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, [removed: could] [added: have in the past affected, and may in the future,] affect our ability to meet customer demand, lead to higher costs, or result in excess or obsolete inventory.

Most recently, we have experienced shortages of semiconductor components which [removed: has] [added: have] impacted our [removed: end markets.][added: business.]

These [removed: unanticipated] component shortages have and will continue to result in curtailed production or delays in production, which prevent us from making scheduled shipments to customers.

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 [removed: availability] [added: availability, have in the past adversely impacted, and] may [added: in the future,] adversely impact our business and results of operations.

Component shortages [added: have in the past, and] may [added: in the future] also increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products to accommodate substitute components.

Our end markets have been and continue to be impacted by logistical constraints, [removed: 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.

Our supply chain has been and [removed: will] [added: may] 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, social unrest, terrorism, and conflicts (including the Russian invasion of Ukraine), other public health emergencies, [removed: trade restrictions,] or natural or environmental occurrences in locations where we or our customers and suppliers have manufacturing, research, engineering and other operations.

[removed: These] [added: The COVID-19 pandemic and the] measures [added: taken to limit its spread] have materially impacted [removed: and are continuing to impact] our workforce and operations, the operations of our customers, and those of our respective vendors and suppliers.

The impact of the pandemic on our business has included and could [added: again] in the future include:

- disruptions to or restrictions on our ability to ensure the continuous provision of our manufacturing services and [removed: solutions;][added: solutions, including as a result of temporary closures or reductions in operational capacity of our manufacturing facilities;]

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

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

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

The [removed: global spread of] COVID-19 [added: pandemic] also [removed: has] created significant macroeconomic uncertainty, volatility and disruption, which may continue to adversely affect our and our customers’ and suppliers’ liquidity, cost of capital and ability to access the capital [removed: markets.][added: markets and cause further disruptions in our supply chain and customer demand.]

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

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

[removed: In addition,] [added: To] the [added: extent the remaining effects of the] COVID-19 pandemic [added: impacts our business, it] increases the likelihood and potential severity of other risks described in this “Risk Factors” section.

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

Our margins and profitability [added: have in the past been, and] may [removed: be] [added: in the future be,] adversely affected due to substantial investments, start-up and production ramp costs in our design services.

Although we enter into contracts with our design services customers, we [removed: may] [added: often] design and develop products for these customers prior to receiving a purchase order or other firm commitment from them.

Even after we have a contract with a customer with respect to a product, these contracts [removed: may] [added: sometimes] allow the customer to delay or cancel deliveries and may not obligate the customer to any particular volume of purchases.

Inflationary and other increases in the costs of the raw materials and labor required to produce the products have occurred and [removed: may recur from time to time.]

Restructuring activities involve reductions in our workforce at some locations and [added: closure of certain facilities.]

If we do not properly manage [removed: our] [added: or maintain adequate] financial and management controls, [added: including internal controls over financial reporting,] reporting systems and procedures to manage our employees, our business could be harmed.

In recent years, including fiscal years [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] 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 may be required to take additional charges in the future to align our operations and cost structures with global economic conditions, market demands, cost competitiveness, and our geographic footprint as it relates to our customers' production [removed: requirements and in response to the economic challenges in light of recent events with COVID-19.][added: requirements.]

We may consolidate certain manufacturing facilities or transfer certain of our operations to [removed: lower cost] [added: other] geographies.

We [removed: are increasingly reliant] [added: rely] on our information [removed: systems] [added: systems, some of which are managed by third parties,] to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable information relating to employees, customers, and other business partners), and to manage or support a variety of critical business processes and [removed: activities.][added: activities including financial reporting, inventory management, procurement, invoicing, and electronic communications.]

[removed: As a result,] [added: With increased work-from-home arrangements,] 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 information systems.

We regularly face attempts by sophisticated [added: and malicious] actors to gain unauthorized access [removed: through the Internet or] to [removed: introduce malicious software to] our information systems, including those using techniques that change frequently or may be disguised or difficult to [added: detect and] remain dormant until a triggering event or that may continue undetected for an extended period of time.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

- We are subject to the risk of increased income taxes.

- We may not achieve some or all of the intended or anticipated benefits of Nextracker being a separate, publicly-traded company, which could negatively impact our business, financial condition and results of operations.

- The COVID-19 pandemic has had, and may in the future again have, a material adverse effect on our business, results of operations and financial condition.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

Many factors outside of our control impact our customers and their ordering behavior, including recession in end markets, changing technology and industry standards, commercial acceptance for products, product obsolescence, and loss of business.

We cannot assure you that present or future customers will not significantly change, reduce, cancel or delay their orders.

Inflationary pressures have increased and may continue to increase pricing of components.

In addition, if a component shortage is threatened or anticipated, we may purchase such components early to avoid a delay or interruption in our operations.

Purchasing components early has in the past caused, and may in the future, cause us to incur additional inventory carrying costs and cause us to experience inventory obsolescence, both of which may not be recoverable from our customers and adversely affect our gross profit margins and results of operations.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

a material adverse effect on our operations.

The effects of climate change, including extreme weather events, long-term changes in temperature levels and water availability may exacerbate these risks.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

may recur from time to time.

We may be adversely affected if our information systems break down, fail, or are no longer supported.

In addition, we continue to invest in and implement modifications and upgrades to our information systems, which may be complex and require significant management oversight, and subject us to inherent costs and associated risks including disruption of operations and loss of information.

We seek to

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

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.

There can be no assurance, however, that our security measures will be sufficient to prevent a material breach or compromise in the future.

Further, third parties, such as cloud or hosted solution providers, could be a source of risk in the event of a failure of their own systems and infrastructure or could experience their own privacy or security event which could create risks similar to those described above.

Moreover, we may be required to invest significant additional resources to comply with evolving cybersecurity regulations and to modify and enhance our information systems, information security and controls, and to investigate and remediate any security vulnerabilities.

These recent and potential additional regulations and avenues for enforcement could result in, among other things, government inquiries, which could result in significant penalties.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

We may not achieve some or all of the intended or anticipated benefits of Nextracker being a separate, publicly-traded company, which could negatively impact our business, financial condition and results of operations.

On February 13, 2023, Nextracker completed its IPO and, as of the closing, the Company beneficially owned 61.4% of the total outstanding shares of Nextracker’s capital stock.

We may not be able to achieve all of the intended or anticipated

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

strategic and financial benefits expected as a result of the IPO and Nextracker being a separate, publicly-traded company, or such benefits may be delayed, or not occur at all.

These intended and anticipated benefits include the following:

- Allows investors to separately evaluate the merits, performance and future prospects of each company’s respective businesses and to invest in each company separately based on their distinct characteristics.

- Allows us and Nextracker to more effectively pursue our respective distinct operating priorities and strategies and enable management of both companies to focus on unique opportunities for long-term growth and profitability.

Our and Nextracker’s separate management teams will also be able to focus on executing the companies’ differing strategic plans without diverting attention from the other businesses.

- Permits each company to concentrate its financial resources solely on its own operations without having to compete with each other for investment capital, providing each company with greater flexibility to invest capital in its businesses in a time and manner appropriate for its distinct strategy and business needs.

- Creates an independent equity structure that will afford Nextracker direct access to the capital markets and facilitate its ability to capitalize on its unique growth opportunities.

If we fail to achieve some or all of the benefits expected to result from the IPO and Nextracker being a separate, publicly-traded company, or if such benefits are delayed, our businesses, operating results and financial condition could be materially and adversely affected.

Further, the Nextracker business will be subject to additional costs as a result of being a separate, publicly-traded company.

The consummation of the IPO also resulted in a dilution of our economic interest in the Nextracker business and, as a result, we will only benefit from a portion of any profits and growth of the Nextracker business in the future, and as a result our prior historical results may not be indicative of future results.

To the extent we pursue any other alternatives for our Nextracker business subsequent to the IPO, such as a tax-free spin-off transaction or additional follow-on offerings, we may be exposed to various risks similar to those described above.

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

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

We may not have sufficient capacity at any given time to meet

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

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

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

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

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

Most recently, with the lockdowns in China, we have been experiencing temporary plant closures and/or restrictions at certain of our manufacturing facilities in

China.

Any such disruptions could materially adversely affect our business.

There have been renewed disease control measures (most recently, in China) being taken to limit the spread including movement bans and shelter-in-place orders.

We continue to closely monitor the situation in all the locations where we operate.

- temporary closures or reductions in operational capacity of our manufacturing facilities;

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

- our management team continuing to commit significant time, attention and resources to monitoring the COVID-19 pandemic and seeking to mitigate its effects on our business and workforce.

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 making timely payments to us, which could further adversely impact our business, financial condition, and results of operations.

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

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.

Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of the pandemic’s global economic impact, including any recession, economic downturn, government spending cuts, tightening of credit markets or increased unemployment that has occurred or may occur in the future, which could cause our customers and potential customers to postpone or reduce spending on our manufacturing services and solutions.

We cannot at this time quantify or forecast the business impact of

closure of certain facilities.

In particular, the COVID-19 pandemic has caused us to modify our business practices, including requiring or permitting many of our office-based employees to work from home.

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.

laws throughout the Asia Pacific region and across the 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.

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

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

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

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

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

Our success depends to a large extent upon the continued services of our executive officers and other key employees.

retain experienced design engineers.

There is substantial competition in our industry for highly skilled employees.

- a negative impact of the COVID-19 pandemic on our customers or on the demand for our customers’ products.

acceptance of our products or services, decreases of our profits or loss of our market share.

Any of these risks may be heightened by the effects of the COVID-19 pandemic.

Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, we [removed: deliver] [added: support the entire product lifecycle with] advanced manufacturing solutions and operate one of the most trusted global supply [removed: 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.][added: chains.]

[removed: Our] [added: As of March 31, 2023, our] three operating and reportable segments [removed: are:][added: were as follows:]

◦*Communications, Enterprise and Cloud ("CEC")*, including data infrastructure, edge infrastructure and communications [removed: infrastructure;][added: infrastructure]

◦*Lifestyle*, including appliances, consumer packaging, floorcare, micro mobility and [removed: audio; and][added: audio]

◦*Automotive*, including next generation mobility, autonomous, connectivity, electrification, and smart [removed: technologies;][added: technologies]

◦*Health Solutions*, including medical devices, medical equipment, and drug [removed: delivery; and][added: delivery]

- Nextracker, the leading provider of intelligent, integrated solar tracker and software solutions [added: that are] used in utility-scale and ground-mounted distributed generation solar projects around the world.

This trend has resulted in a significant change in the manufacturing and supply chain [removed: solutions] [added: solution] requirements of such companies.

Update on the Impact of [removed: COVID-19] [added: COVID-19, Component Shortages and Logistical Constraints] on our Business

With the [removed: second wave] [added: series] of [added: waves of] the global pandemic including follow-on variants of COVID-19, [removed: there have been] renewed disease control measures [removed: being] [added: were] taken [added: during fiscal year 2023] to limit the spread including movement bans and shelter-in-place orders.

Although not materially impacting our results [removed: for the fourth quarter of] [added: in] fiscal year [removed: 2022, most recently,] [added: 2023,] with the lockdowns in [removed: China,] [added: China in the first half of fiscal year 2023 and COVID-19 outbreaks in China in the second half of fiscal year 2023,] we [removed: have also been experiencing] [added: experienced] temporary plant closures and/or restrictions at certain of our manufacturing facilities in China.

We continue to carefully monitor potential supply chain [removed: disruptions due to ongoing tightness in the overall component environment.][added: disruptions.]

We are monitoring and responding to the [removed: escalating] conflict in Ukraine and the associated sanctions and other restrictions.

See note [removed: 7] [added: 1] to the consolidated financial statements in Item 8, “Financial Statements and Supplementary Data” for further information.

We are one of the world's largest providers of global supply chain solutions, with revenues of [removed: $26.0] [added: $30.3] billion in the fiscal year ended March 31, [removed: 2022.][added: 2023.]

[added: 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: 2022,] [added: 2023,] our total manufacturing capacity was approximately 27 million square feet.

| Americas | | | $ | [removed: 10,839] [added: 13,773] | | | | | [removed: 42] [added: 45] | | % | | | | $ | [removed: 9,672] [added: 10,839] | | | | | [removed: 40] [added: 42] | | % | | | | | | | | | | | | |

| Asia | | | [removed: 9,601] [added: 10,361] | | | | | | [removed: 37] [added: 34] | | % | | | | [removed: 9,326] [added: 9,601] | | | | | | [removed: 39] [added: 37] | | % | | | | | | | | | | | | |

| Europe | | | [removed: 5,601] [added: 6,212] | | | | | | 21 | | % | | | | [removed: 5,126] [added: 5,601] | | | | | | 21 | | % | | | | | | | | | | | | |

| China | | | [removed: $] [added: 6,539] | [removed: 6,146] | | | | | [removed: 24] [added: 22] | | % | | | | [removed: $] [added: 6,146] | [removed: 6,147] | | | | | [removed: 25] [added: 24] | | % | | | | | | | | | | | | |

| Mexico | | | [removed: 5,059] [added: $] | [added: 6,589] | | | | | [removed: 19] [added: 22] | | % | | | | [removed: 4,413] [added: $] | [added: 5,059] | | | | | [removed: 18] [added: 19] | | % | | | | | | | | | | | | |

| U.S. | | | [removed: 3,690] [added: 5,020] | | | | | | [removed: 14] [added: 17] | | % | | | | [removed: 3,648] [added: 3,690] | | | | | | [removed: 15] [added: 14] | | % | | | | | | | | | | | | |

| Brazil | | | [removed: 2,022] [added: 2,046] | | | | | | [removed: 8] [added: 7] | | % | | | | [removed: 1,554] [added: 2,022] | | | | | | [removed: 6] [added: 8] | | % | | | | | | | | | | | | |

| Malaysia | | | [removed: 1,866] [added: 2,448] | | | | | | [removed: 7] [added: 8] | | % | | | | [removed: 1,563] [added: 1,866] | | | | | | [removed: 6] [added: 7] | | % | | | | | | | | | | | | |

| Hungary | | | [removed: 1,230] [added: 1,310] | | | | | | [removed: 5] [added: 4] | | % | | | | [removed: 1,313] [added: 1,230] | | | | | | 5 | | % | | | | | | | | | | | | |

| Other | | | [removed: 6,028] [added: 6,394] | | | | | | [removed: 23] [added: 20] | | % | | | | [removed: 5,486] [added: 6,028] | | | | | | [removed: 25] [added: 23] | | % | | | | | | | | | | | | |

| Mexico | | | $ | [removed: 626] [added: 763] | | | | | [removed: 29] [added: 32] | | % | | | | $ | [removed: 553] [added: 626] | | | | | [removed: 26] [added: 29] | | % |

| U.S. | | | [removed: 354] [added: 365] | | | | | | [removed: 17] [added: 16] | | % | | | | [removed: 361] [added: 354] | | | | | | 17 | | % |

| China | | | [removed: 299] [added: 338] | | | | | | 14 | | % | | | | [removed: 331] [added: 299] | | | | | | [removed: 16] [added: 14] | | % |

| India | | | [removed: 129] [added: 96] | | | | | | [removed: 6] [added: 4] | | % | | | | [removed: 166] [added: 129] | | | | | | [removed: 8] [added: 6] | | % |

| Hungary | | | [removed: 118] [added: 140] | | | | | | 6 | | % | | | | [removed: 105] [added: 118] | | | | | | [removed: 5] [added: 6] | | % |

| Malaysia | | | [removed: 110] [added: 152] | | | | | | [removed: 5] [added: 6] | | % | | | | [removed: 106] [added: 110] | | | | | | 5 | | % |

| Other | | | [removed: 489] [added: 495] | | | | | | [removed: 23] [added: 22] | | % | | | | [removed: 475] [added: 489] | | | | | | 23 | | % |

- the [added: remaining] effects of the COVID-19 global pandemic on our business and results of operations;

- the effects that current credit and market conditions (including as a result of the [removed: COVID-19 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;

Net sales for fiscal year [removed: 2022] [added: 2023] increased approximately [removed: 8%,] [added: 17%,] or [removed: $1.9] [added: $4.3] billion, to [removed: $26.0] [added: $30.3] billion from the prior year.

Net sales for our FAS segment increased [removed: $0.5] [added: $1.7] billion, or [removed: 4.0%,] [added: 12%,] from the prior year, driven by [removed: an increase] [added: strong growth] in our [removed: Lifestyle business, and] [added: CEC business and,] to a lesser extent, an increase in our [removed: CEC] [added: Lifestyle] business.

These increases were driven by a [removed: lesser] [added: reduced] impact from COVID-19 production [removed: pressure] [added: pressures] during the current year versus the prior year, coupled with new [added: program wins,] ramps, [removed: customer expansions] and [removed: continued recoveries in consumer spending, offset to some extent by the scarcity of components and raw material and logistics constraints noted above.][added: clear-to-build improvement.]

The increases noted in FAS during fiscal year [removed: 2022] [added: 2023] were partially offset by a decrease in our Consumer Devices business primarily due to [removed: component shortages] [added: relatively softer market demand] and planned [removed: contract completions.][added: project completions in fiscal year 2022.]

We also provide additional value to customers through a broad array of services, including design and engineering, component services, rapid prototyping, fulfillment, and circular economy solutions.

We support a diverse set of industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and energy.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

Nextracker IPO

On February 13, 2023, our subsidiary, Nextracker completed an IPO of 30,590,000 shares of its Class A common stock at a public offering price of $24.00 per share, less underwriting discounts and commissions.

Upon the closing of the IPO, Flex beneficially owned 61.4% of the total outstanding shares of Nextracker’s capital stock and received net proceeds of approximately $694 million, after deducting approximately $40 million in underwriting discounts.

Refer to "*Risk Factors* \- *We may not achieve some or all of the intended benefits of Nextracker being a separate, publicly-traded company, which could negatively impact our business, financial condition and results of operations.*"

Following Nextracker's IPO and a series of reorganization transactions, Nextracker now operates under an umbrella partnership C corporation ("Up-C") structure, in which all of the business and affairs of Nextracker LLC (the "LLC") are operated and controlled by Nextracker.

Component shortages and logistical constraints improved as the year progressed, however, we continue to see constraints in large-node semiconductors.

Refer to “Risk Factors - *The COVID-19 pandemic has had, and may in the future again have, a material adverse effect on our business, results of operations and financial condition.” and "— Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, have in the past affected, and may in the future, 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."*

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

| | | | $ | 30,346 | | | | | | | | | | | $ | 26,041 | | | | | | | | | | | | | | | | | | | |

| | | | $ | 30,346 | | | | | | | | | | | $ | 26,041 | | | | | | | | | | | | | | | | | | | |

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| | | | $ | 2,349 | | | | | | | | | | | $ | 2,125 | | | | | | | |

- weak global economic conditions, including inflationary pressures, currency volatility, slower growth or recession, higher interest rates, and geopolitical uncertainty (including the ongoing conflict between Russia and Ukraine);

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

Net sales for our Nextracker segment increased $0.4 billion, or 31%, from the prior year, primarily driven by an increase in gigawatts delivered and, to a lesser extent, an increased average selling price which was in part driven by an increase in recovered logistics costs.

The increase was primarily driven by the overall strong customer demand across various end markets which allowed for improved fixed cost absorption, despite continued margin pressures from component shortages, logistics constraints and the pass-through effect of inflationary cost recoveries.

Cash provided by operations decreased by approximately $0.1 billion primarily driven by the $0.2 billion decrease in changes in working capital and other, net offset by $0.1 billion increase in net income.

Refer to "Liquidity and Capital Resources" section for further details of changes in working capital and other, net.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

operations.

Cash provided by financing activities decreased by approximately $0.3 billion primarily driven by a $0.8 billion increase in net debt repayment partially offset by $0.3 billion in lower share repurchases and a net $0.2 billion increase in Nextracker related proceeds associated with Nextracker’s IPO in fiscal year 2023, compared to the proceeds received from the sale of Nextracker redeemable preferred units in fiscal year 2022.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

than those projected, additional write downs may be required.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

| | | | 2023 | | | | | | 2022 | | | | | | | | |

| Equity in earnings (losses) of unconsolidated affiliates | | | — | | | | | | (0.2) | | | | | | | | |

| Net income attributable to noncontrolling interest and redeemable noncontrolling interest | | | 0.8 | | | | | | — | | | | | | | | |

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

| | | | $ | 30,346 | | | | | | | | | | | $ | 26,041 | | | | | | | | | | | | | | | | | | | |

Net sales for our FAS segment increased $1.7 billion, or 12%, from the prior year, mainly due to an increase in net sales of 30% in our CEC business and 2% in our Lifestyle business due to new ramps, customer expansion, along with some effect from inflation pass-through while overcoming challenges from supply constraints.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

Devices business due to relatively softer market demand and a planned project completion in the fiscal year ended 2022.

Net sales for our Nextracker segment increased $0.4 billion, or 31%, from the prior year driven by an increase in gigawatts delivered and, to a lesser extent, an increased average selling price which was in part driven by an increase in recovered logistics costs.

The increase in gross profit during fiscal year 2023 primarily resulted from the overall stronger customer demand across various end markets which allowed for improved fixed cost absorption, despite continued pressure on margins from component shortages, logistics constraints and the pass-through effect of inflationary cost recoveries, compared to the prior year.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

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.

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 COVID-19 global pandemic will be slower than anticipated, we identified and engaged in certain structural changes.

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

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.

Component shortages and significantly increased logistic costs are also expected to persist at least in the near future as we are continuing to see increasing supply constraints and costs.

Refer to “Risk Factors - *The ongoing COVID-19 pandemic has materially and adversely affected our business and results of operations.

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

Other Developments

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

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

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

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.

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

We have established an extensive network of manufacturing facilities in the world's major

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | |

| | | | $ | 26,041 | | | | | | | | | | | $ | 24,124 | | | | | | | | | | | | | | | | | | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| | | | $ | 2,125 | | | | | | | | | | | $ | 2,097 | | | | | | | |

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

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.

Cash provided by operations increased by approximately $0.9 billion to a cash inflow of $1.0 billion for fiscal year 2022 compared with a cash inflow of $0.1 billion for fiscal year 2021 primarily driven by the $0.3 billion increase in net income and $0.6 billion increase in cash provided by operating assets and liabilities.

Our net working capital ("NWC") is calculated as current quarter accounts receivable, net of allowance for doubtful accounts, plus inventories and contract assets, less accounts payable.

Our net working capital as a percentage of annualized sales for fiscal year 2022 increased to 15.4% from 11.5% in the prior year as a direct result of elevated inventory levels due to component shortages and logistics constraints.

We also excluded the impact to cash flows related to certain vendor programs that is required for U.S. GAAP presentation as well as cash outflows related to repayment of the outstanding balance of our asset-backed securitization ("ABS") programs in fiscal year 2021 as we utilized proceeds from debt issuance to replace funding from the ABS programs for working capital purposes.

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.

on-time delivery, and other periodic pricing resets that may be refundable to customers.

Customer Credit Risk

We have an established customer credit policy through which we manage customer credit exposures through credit evaluations, credit limit setting, monitoring, and enforcement of credit limits for new and existing customers.

We perform ongoing credit evaluations of our customers' financial condition and make provisions for doubtful accounts based on the outcome of those credit evaluations.

We evaluate the collectability of accounts receivable based on specific customer circumstances, current economic trends, historical experience with collections and the age of past due receivables.

To the extent we identify exposures as a result of customer credit issues, we also review other customer related exposures, including but not limited to inventory and related contractual obligations.

We recognize restructuring charges related to our plans to close or consolidate excess manufacturing facilities and rationalize administrative functions and to realign our corporate cost structure.

As of March 31, [removed: 2022,] [added: 2023,] the outstanding amount in the highly liquid investment portfolio was $2.3 billion, the largest components of which were U.S. dollar, Indian rupee, Brazilian [removed: real, Israeli new shekel] [added: real] and China renminbi denominated money market accounts with an average return of [removed: 1%.][added: 6.0%.]

We had variable rate debt outstanding of approximately [removed: $0.4] [added: $0.6] billion as of March 31, [removed: 2022.][added: 2023.]

As of March 31, [removed: 2022,] [added: 2023,] the approximate average fair value of our debt outstanding under our Notes due [removed: February 2023,] June 2025, February 2026, [added: January 2028,] June 2029, and May 2030 was [removed: 102.6%] [added: 97.1%] of the face value of the debt obligations based on broker trading [removed: prices.][added: prices in active markets.]

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

Based on our overall currency rate exposures as of March 31, [removed: 2022,] [added: 2023,] including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets, liabilities and cash flows, and other factors, a 10% appreciation or depreciation of the U.S. dollar from its cross-functional rates would not be expected, in the aggregate, to have a material effect on our financial position, results of operations and cash flows in the near-term.

The aggregate notional amount of outstanding contracts as of March 31, 2023 amounted to $11.1 billion and the recorded fair values of the associated assets and liabilities were not material to the Company's consolidated financial position.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

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

the recorded fair values of the associated assets and liabilities were not material.

Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, Flex [removed: delivers] [added: supports the entire product lifecycle with] advanced manufacturing solutions and operates one of the most trusted global supply [removed: 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.][added: chains.]

[added: As of March 31, 2023,] Flex's three operating and reportable segments [removed: are:][added: were as follows:]

◦*Communications, Enterprise and Cloud ("CEC")*, including data infrastructure, edge infrastructure and communications [removed: infrastructure;][added: infrastructure]

◦*Lifestyle*, including appliances, consumer packaging, floorcare, micro mobility and [removed: audio; and][added: audio]

◦*Automotive*, including next generation mobility, autonomous, connectivity, electrification, and smart [removed: technologies;][added: technologies]

◦*Health Solutions*, including medical devices, medical equipment, and drug [removed: delivery; and][added: delivery]

[removed: - Nextracker,] [added: *Solar Tracker and Software Solutions.* Nextracker 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.

The FAS segment is optimized for speed to [removed: market] [added: market,] based on a highly flexible supply and manufacturing system.

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

In fiscal year [removed: 2022,] [added: 2023,] our ten largest customers accounted for approximately 34% of net sales.

No customer accounted for greater than 10% of the Company's net sales in fiscal year [removed: 2022.][added: 2023.]

Additionally, with regards to [removed: our solar business,] [added: Nextracker,] 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 [removed: conflict,] [added: unrest,] and severe labor shortages are creating further complexity.

[removed: Companies are rethinking their entire production strategies, and we] [added: We] are seeing a global rebalancing in sourcing and producing to maximize [removed: resiliency.][added: resiliency and decrease time to market.]

These complexities are making it harder for companies to manage their own supply [removed: chain] [added: chains] and manufacturing operations.

[removed: Only] [added: We believe that only] a few outsourcing [removed: players] [added: providers] have the right capabilities and scale to meet these challenges effectively and profitably.

We do this by providing our customers with product development lifecycle services, from innovation, design, and engineering, to manufacturing, supply chain solutions, [added: component services,] logistics, [added: fulfillment] and [removed: circularity] [added: circular economy] offerings.

We are strengthening our abilities in software, robotics, artificial intelligence, factory automation, [added: simulation, digital twins,] and other disruptive technologies.

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

We continue to invest in maintaining a leadership position in our world-class manufacturing and services capabilities including automation, simulation tools, digitizing our factories, and implementing leading edge Industry 4.0 [added: methodologies.]

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

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

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

Our deep cross-industry knowledge and multi-domain expertise accelerate the production of [removed: increasingly] complex products for increasingly interconnected industries.

- *Global [added: and regional] scale*: Flex’s physical infrastructure includes over 100 facilities in approximately 30 countries, staffed by approximately [removed: 170,000] [added: 172,000] employees, providing customers with truly global scale and strategic geographic distribution [removed: capabilities.][added: capabilities to meet their market needs.]

- Software [removed: design;] [added: integration;] and

Our systems assembly and manufacturing operations generate the majority of our revenues and include printed circuit board assembly and assembly of systems and subsystems that incorporate printed circuit [removed: boards and complex electromechanical components.]

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

Our investment in advanced manufacturing equipment and our expertise in innovative miniaturization, packaging and interconnective [removed: technologies,] [added: technologies] enable us to offer a variety of leading-edge manufacturing solutions.

[added: The Flex company,] Anord [removed: Mardix] [added: 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 [removed: will accelerate our] [added: provides the opportunity for] growth in the data center market.

[removed: *Solar Tracker and Software Solutions.* Our Nextracker business is] [added: - Nextracker,] the leading provider of intelligent, integrated solar tracker and software solutions [added: that are] used in utility-scale and ground-mounted distributed generation solar projects around the world.

[removed: Our] [added: Nextracker's] 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, [removed: our] [added: Nextracker's] tracker products and software solutions offer significant return on investment (“ROI”).

[removed: We have] [added: Nextracker has] 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.

[removed: Our] [added: Nextracker's] tightly-integrated software solutions use advanced algorithms and artificial intelligence technologies to optimize the performance and capabilities of [removed: our] [added: its] tracker products.

[removed: Our] [added: The Company's] suite of services is tailored to customers operating in the computing, consumer digital, infrastructure, industrial, mobile, automotive and [removed: medical] [added: healthcare] industries.

[removed: Flex’s] [added: The] contract manufacturing services market is extremely competitive.

[removed: We compete] [added: Flex competes] against numerous domestic and foreign manufacturing service providers, as well as current and prospective customers, who evaluate our capabilities in light of their own capabilities and cost structures.

[removed: Increasingly] [added: Digitization and increasingly] complex products require highly customized solutions, in turn resulting in significant changes to the overall manufacturing and supply chain landscape.

The Company also provides additional value to customers through a broad array of services, including design and engineering, component services, rapid prototyping, fulfillment, and circular economy solutions.

Flex supports a diverse set of industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and energy.

On February 13, 2023, the Company’s subsidiary, Nextracker Inc. ("Nextracker"), completed its initial public offering (the “IPO”) of 30,590,000 shares of its Class A common stock, par value $0.0001 per share (the “Nextracker Common Stock”), which included the exercise in full of the underwriters’ option to purchase 3,990,000 additional shares of Nextracker Common Stock at the public offering price of $24.00 per share, less underwriting discounts and commissions.

Prior to the IPO, Nextracker was a wholly owned indirect subsidiary of Flex.

Upon the closing of the IPO, Flex beneficially owned 61.4% of the total outstanding shares of Nextracker’s capital stock, including both Class A common stock and Class B common stock, voting as a single class.

We continue to consolidate and present Nextracker as a segment subsequent to the IPO.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

Companies are rethinking their entire production strategies.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

boards and complex electromechanical components.

*Global Services and Solutions.* By delivering value-added fulfillment, logistics, repair, refurbishment, recycling services and circular economy solutions, Flex Global Services and Solutions empowers customers to find the optimal route to market, deliver a seamless customer experience and build a sustainable, scalable competitive advantage.

Our customers are enabled to maximize operational resiliency thanks to the breadth of our global scale, strategic insights and extensive visibility.

*Component Services.* We provide manufacturing, customization, procurement, global logistics services and innovative supply chain solutions on a wide range of electronic components by utilizing the Flex global procurement and supply chain ecosystem to increase resiliency.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

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.

In 2022, we refreshed our leadership competencies to provide a common language and framework for our people leaders throughout the organization as it relates to leadership expectations, behaviors and skills necessary to lead the business and our people.

Building on our vision, mission, values, and Ways of Working, we use this framework to assess, hire, train, and nurture our talent to develop the skills necessary for our ongoing success.

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Our leadership competency framework includes three key elements of leadership to help leaders guide and develop our teams and execute on our strategy:

- People: Building and developing our people.

- Strategy: Defining and driving our strategy.

- Results: Executing and delivering results.

This year, we continued our culture initiative to create common language, expectations and behaviors through rollouts of training on our Ways of Working to all sites globally.

We supported our leaders globally through quarterly training and team discussions to continue to build an understanding of not only our Ways of Working but also important new leadership expectations and inclusion practices.

| Americas | | | 69,755 | | |

| Asia | | | 68,454 | | |

| Europe | | | 33,899 | | |

We continuously monitored site risks and calibrated practices and protocols accordingly such as personal protective equipment, sanitization measures, temperature checks, and

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social distancing.

As of March 2023, our Women in Flex and Women in Tech ERGs merged to form EmpowHER, an ERG focused on developing and retaining women talent.

We also provided self-service tools and training on diversity, equity, and inclusion practices to help employees build self-awareness, empathy and cultural competency, embrace inclusivity and improve diversity in recruiting.

We continued efforts in support of our corporate goals to increase the number of employees and leaders from underrepresented groups and are focused on evolving strategies and programs to help improve representation and better hire, retain and promote diversity across the organization.

In calendar year 2022, we updated our performance ratings to allow for more differentiation and clear performance feedback and also integrated our values and Ways of Working into our performance assessment process.

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In 2022, we announced our commitment to reach net zero greenhouse gas (GHG) emissions by 2040, strengthening our climate action efforts.

In addition, we received Cisco's Excellence in Sustainability Award for distinguishing ourselves as visionaries and collaborators in the social and environmental space.

In addition, the Company produced its first Task force on Climate-related Financial Disclosures (TCFD) report in 2022.

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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.

environments.

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.

methodologies.

Our services provide customers with a competitive advantage by delivering leading-edge manufacturing technology, supply chain expertise, improved product quality, increased flexibility, faster time to market, and overall value.

Our customers leverage our services to meet their requirements throughout their products' entire lifecycles.

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:

either a build-to-order or configure-to-order basis.

In fiscal year 2022, Flex acquired Anord Mardix to expand our power solutions for the rapidly growing data center market.

*Logistics*.

The Flex Global Services business provides after-market and forward supply chain logistics services.

*Extensive Design and Engineering Capabilities*.

*Balanced geographic footprint*.

We have deployed manufacturing operations in regions around the world to provide customers with a wide array of solutions where our customers and/or their customers are located.

These behaviors, called our Ways of Working, bring our values to life through actions and are intended to provide a framework for how we make decisions.

| Asia | | | 76,002 | | |

| Americas | | | 62,450 | | |

| Europe | | | 34,196 | | |

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

We established corporate goals to increase the number of employees and leaders from underrepresented groups and will continue to evolve these goals over time to improve representation.

In developing these goals, we focused on hiring, retaining and promoting diversity across the organization.

Flex has undertaken initiatives to keep employees who are working from home engaged during COVID-19, including virtual learning programs and check-in sessions.

management strategy including corporate culture, inclusion, pay and opportunity equity, diversity, social initiatives and results, and talent training, development and retention programs.

In addition, we received Ericsson’s 2021 supplier award for our leadership in climate action.

Our U.S. corporate headquarters is located at 6201 America Center Drive, San Jose, CA 95002.

For the fiscal year ended March 31, [removed: 2022][added: 2023]

As of [removed: October 1, 2021,] [added: September 30, 2022,] the aggregate market value of the Company's ordinary shares held by non-affiliates of the registrant was approximately [removed: $8.6] [added: $7.6] billion based upon the closing sale price as reported on the Nasdaq Global Select Market.

| Class | | | | | | Outstanding at May [removed: 16, 2022] [added: 12, 2023] | | |

| Ordinary Shares, No Par Value | | | | | | [removed: 457,642,860] [added: 444,493,546] | | |

| Proxy Statement to be delivered to shareholders in connection with the Registrant's [removed: 2022] [added: 2023] Annual General Meeting of Shareholders | | | | | | Part III | | |

| | | | [Forward-Looking [removed: Statements](#i0ac01ac4cd9642acb82c81cda0db5af1_13)] [added: Statements](#i3d38fd2c8aa64a57b87fe9f68df801b4_13)] | | | [removed: [3](#i0ac01ac4cd9642acb82c81cda0db5af1_13)] [added: [3](#i3d38fd2c8aa64a57b87fe9f68df801b4_13)] | | |

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Unless otherwise specifically stated, references in this report to "Flex," [removed: "the Company,"] [added: the "Company,"] "we," "us," "our" and similar terms mean Flex Ltd. and its subsidiaries.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

| [PART I](#i3d38fd2c8aa64a57b87fe9f68df801b4_13) | | | | | | | | |

| [PART II](#i3d38fd2c8aa64a57b87fe9f68df801b4_64) | | | | | | | | |

| [PART III](#i3d38fd2c8aa64a57b87fe9f68df801b4_226) | | | | | | | | |

| [PART IV](#i3d38fd2c8aa64a57b87fe9f68df801b4_244) | | | | | | | | |

| [Exhibit Index](#i3d38fd2c8aa64a57b87fe9f68df801b4_247) | | | | | | [100](#i3d38fd2c8aa64a57b87fe9f68df801b4_247) | | |

| [Signatures](#i3d38fd2c8aa64a57b87fe9f68df801b4_250) | | | | | | [104](#i3d38fd2c8aa64a57b87fe9f68df801b4_250) | | |

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

| [PART I](#i0ac01ac4cd9642acb82c81cda0db5af1_13) | | | | | | | | |

| [PART II](#i0ac01ac4cd9642acb82c81cda0db5af1_64) | | | | | | | | |

| [PART III](#i0ac01ac4cd9642acb82c81cda0db5af1_214) | | | | | | | | |

| [PART IV](#i0ac01ac4cd9642acb82c81cda0db5af1_232) | | | | | | | | |

| [Exhibit Index](#i0ac01ac4cd9642acb82c81cda0db5af1_235) | | | | | | [108](#i0ac01ac4cd9642acb82c81cda0db5af1_235) | | |

| [Signatures](#i0ac01ac4cd9642acb82c81cda0db5af1_238) | | | | | | [107](#i0ac01ac4cd9642acb82c81cda0db5af1_238) | | |

Our facilities consist of a global network of industrial parks, regional manufacturing operations, and design, engineering and product introduction [removed: centers, providing approximately 26.7 million square feet of productive capacity as of March 31, 2022.][added: centers.]

[removed: The composition] [added: As] of [added: March 31, 2023,] the square footage of our [removed: facilities,] [added: facilities] by [removed: region,] [added: region] is as follows:

We own or lease facilities located primarily in the geographies listed below.

The majority of the square footage is active manufacturing space used by the FRS and FAS operating segments, as both use these properties.

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

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

| | | | | | | | | | | | | | | | Approximate Square Footage (In millions) | | |

| Asia | | | | | | | | | | | | | | | 19.6 | | |

| Americas | | | | | | | | | | | | | | | 15.7 | | |

| Europe | | | | | | | | | | | | | | | 11.6 | | |

| Total (1) | | | | | | | | | | | | | | | 46.9 | | |

(1)Consists of 20.7 million square feet in facilities that we own with the remaining 26.2 million square feet in leased facilities.

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

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

| | | | Leased (Manufacturing) | | | | | | Owned (Manufacturing) | | | | | | Total (Manufacturing) | | | | | | | | | | | | Non-manufacturing | | | | | | Total | | |

| | | | (In million square feet) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | | |

Our facilities include large industrial parks, ranging in size from approximately 100,000 to 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, Czech Republic, Denmark, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Malaysia, Mexico, the Netherlands, Poland, Romania, Singapore, Spain, Switzerland, Ukraine, the United Kingdom, and the United States.

We also have smaller design and engineering centers, innovation centers and product introduction centers at a number of locations in the world's major industrial and electronics markets.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

As of May [removed: 16, 2022,] [added: 12, 2023,] there were [removed: 2,890] [added: 2,847] holders of record of our ordinary shares.

We currently do not have plans to pay any cash dividends in fiscal year [removed: 2023.][added: 2024.]

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: 2017] [added: 2018] and reflects the annual return through March 31, [removed: 2022,] [added: 2023,] assuming dividend reinvestment.

[removed: ][added: ]

Copyright [removed: 1980-2022.][added: 1980-2023.]

The following table provides information regarding purchases of our ordinary shares made by us for the period from January 1, [removed: 2022] [added: 2023] through March 31, [removed: 2022.][added: 2023.]

(1) During the period from January 1, [removed: 2022] [added: 2023] through March 31, [removed: 2022,] [added: 2023,] all purchases were made pursuant to the program discussed below in open market transactions.

(2) On August [removed: 4, 2021,] [added: 25, 2022,] our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $1.0 billion.

As of March 31, [removed: 2022,] [added: 2023,] shares in the aggregate amount of [removed: $495.6] [added: $893] million were available to be repurchased under the current plan.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

| | | | 3/18 | | | | | | 3/19 | | | | | | 3/20 | | | | | | 3/21 | | | | | | 3/22 | | | | | | 3/23 | | |

| Flex Ltd. | | | 100.00 | | | | | | 61.24 | | | | | | 51.29 | | | | | | 112.12 | | | | | | 113.59 | | | | | | 140.89 | | |

| S&P 500 Index | | | 100.00 | | | | | | 109.50 | | | | | | 101.86 | | | | | | 159.25 | | | | | | 184.17 | | | | | | 169.94 | | |

| Peer Group | | | 100.00 | | | | | | 94.41 | | | | | | 79.94 | | | | | | 154.03 | | | | | | 174.45 | | | | | | 240.74 | | |

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

| January 1 - February 3, 2023 | | | | | | 770,845 | | | | | | $ | 23.33 | | | | | 770,845 | | | | | | $ | 919,054,492 | |

| February 4 - March 3, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 919,054,492 | |

| March 4 - March 31, 2023 | | | | | | 1,222,841 | | | | | | $ | 21.25 | | | | | 1,222,841 | | | | | | $ | 893,066,204 | |

| Total | | | | | | 1,993,686 | | | | | | | | | | | | 1,993,686 | | | | | | | | |

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

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

We have audited the accompanying consolidated balance sheets of Flex Ltd. and subsidiaries (the "Company") as of March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and shareholders' equity, and cash flows for each of the three years in the period ended March 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 20, 2022,] [added: 19, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

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

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

The amount of variable consideration that is deferred is recorded in ‘customer-related accruals’ on the consolidated balance sheets, which totaled [removed: $227.4] [added: $313] million as of March 31, [removed: 2022.][added: 2023.]

[removed: FLEX LTD.][added: | Flex Ltd. shareholders' equity | | | | | | | | | | | |]

[removed: | | | | As] [added: As] of March [removed: 31, | | | | | | | | |][added: 31, 2023, we]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 2,964] [added: 3,294] | | | | | $ | [removed: 2,637] [added: 2,964] | |

| Accounts receivable, net of allowance for doubtful accounts [removed: (Note 2)] | | | [removed: 3,371] [added: 3,739] | | | | | | [removed: 3,959] [added: 3,371] | | |

| Contract assets | | | [removed: 519] [added: 541] | | | | | | [removed: 282] [added: 519] | | |

| Inventories | | | [removed: 6,580] [added: 7,530] | | | | | | [removed: 3,895] [added: 6,580] | | |

| Other current assets | | | [removed: 903] [added: 917] | | | | | | [removed: 590] [added: 903] | | |

| Total current assets | | | [removed: 14,337] [added: 16,021] | | | | | | [removed: 11,363] [added: 14,337] | | |

| Property and equipment, net | | | [removed: 2,125] [added: 2,349] | | | | | | [removed: 2,097] [added: 2,125] | | |

| Operating lease right-of-use assets, net | | | [removed: 637] [added: 608] | | | | | | [removed: 642] [added: 637] | | |

| Goodwill | | | [removed: 1,342] [added: 1,343] | | | | | | [removed: 1,090] [added: 1,342] | | |

| Other intangible assets, net | | | [removed: 411] [added: 316] | | | | | | [removed: 213] [added: 411] | | |

| Other assets | | | [removed: 473] [added: 758] | | | | | | [removed: 431] [added: 473] | | |

| Total assets | | | $ | [removed: 19,325] [added: 21,395] | | | | | $ | [removed: 15,836] [added: 19,325] | |

| Bank borrowings and current portion of long-term debt | | | $ | [removed: 949] [added: 150] | | | | | $ | [removed: 268] [added: 949] | |

| Accounts payable | | | [removed: 6,254] [added: 5,930] | | | | | | [removed: 5,247] [added: 6,254] | | |

| Accrued payroll | | | [removed: 470] [added: 522] | | | | | | [removed: 473] [added: 470] | | |

| Deferred revenue and customer working capital advances | | | [removed: 2,002] [added: 3,143] | | | | | | [removed: 848] [added: 2,002] | | |

| Other current liabilities | | | [removed: 1,036] [added: 1,110] | | | | | | [removed: 998] [added: 1,036] | | |

| Total current liabilities | | | [removed: 10,711] [added: 10,855] | | | | | | [removed: 7,834] [added: 10,711] | | |

| Long-term debt, net of current portion | | | [removed: 3,248] [added: 3,691] | | | | | | [removed: 3,515] [added: 3,248] | | |

| Operating lease liabilities, non-current | | | [removed: 551] [added: 506] | | | | | | [removed: 562] [added: 551] | | |

| Other liabilities | | | [removed: 608] [added: 637] | | | | | | [removed: 489] [added: 608] | | |

| Total liabilities | | | [removed: 15,118] [added: 15,689] | | | | | | [removed: 12,400] [added: 15,118] | | |

| Redeemable noncontrolling interest [removed: (Note 7)] | | | [removed: 78] [added: —] | | | | | | [removed: —] [added: 78] | | |

| Ordinary shares, no par value; [removed: 510,799,667] [added: 1,500,000,000 authorized, 500,362,046] and [removed: 542,807,200] [added: 510,799,667] issued, and [removed: 460,560,312] [added: 450,122,691] and [removed: 492,567,845] [added: 460,560,312] outstanding as of March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 6,052] [added: 6,493] | | | | | | [removed: 6,232] [added: 6,052] | | |

| Treasury stock, at cost; 50,239,355 shares as of March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | (388) | | | | | | (388) | | |

| Accumulated deficit | | | [removed: (1,353)] [added: (560)] | | | | | | [removed: (2,289)] [added: (1,353)] | | |

| Accumulated other comprehensive loss | | | [removed: (182)] [added: (194)] | | | | | | [removed: (119)] [added: (182)] | | |

| Total shareholders' equity | | | [removed: 4,129] [added: 5,706] | | | | | | [removed: 3,436] [added: 4,129] | | |

| Total liabilities, redeemable noncontrolling [removed: interest,] [added: interest] and shareholders' equity | | | $ | [removed: 19,325] [added: 21,395] | | | | | $ | [removed: 15,836] [added: 19,325] | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

Critical Audit Matters

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

Nextracker Initial Public Offering and Noncontrolling Interest — Refer to Notes 1, 2, 7 and 17 to the financial statements

In February 2023, Nextracker Inc. (“Nextracker”) completed an initial public offering (IPO) for a minority interest in the Company’s solar energy equipment supply business utilizing a structure that allows the Company to continue to realize tax benefits associated with the entity following the IPO (commonly known as an “Up-C structure”).

Several related transactions were contemporaneously executed with Nextracker, including: 1) the sale of LLC interests in Nextracker LLC to Nextracker; 2) an amended and restated Nextracker LLC Operating Agreement, which among other matters, named Nextracker Inc. the managing member of Nextracker LLC; and 3) a tax receivable agreement between the Company and Nextracker.

These aforementioned transactions and agreements are collectively referred to as “the Nextracker Reorganization transactions.” As a result of the Nextracker Reorganization transactions, the Company has 1) determined that Nextracker is a variable interest entity and the Company is the primary beneficiary of Nextracker, and therefore consolidates Nextracker, 2) will measure and classify its non-controlling interest held in Nextracker within permanent equity, and 3) will recognize a deferred tax asset on its investment in Nextracker as a result of the Nextracker Reorganization transactions, with an offsetting entry to income tax benefit, fully attributable to non-controlling interest.

We identified the Company’s conclusions related to the Nextracker Reorganization transactions as a critical audit matter because of the complex judgments involved in applying the appropriate accounting guidance in the recording of such transactions.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve professionals having expertise in consolidation accounting, when performing audit procedures to evaluate management’s judgments and conclusions.

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

Our audit procedures related to the Company’s conclusions related to the Nextracker Reorganization transactions included the following, among others:

- We tested the effectiveness of controls the Company has in place relating to applying the appropriate technical accounting guidance in recording the financial statement impacts of the Nextracker Reorganization transactions.

- We read the executed agreements and other supporting documents relevant to the Nextracker Reorganization transactions and evaluated key terms.

- With the assistance of professionals having expertise in consolidation and tax accounting, we evaluated management’s conclusions regarding the accounting for the Nextracker Reorganization transactions through consideration of possible alternatives under accounting principles generally accepted in the United States of America.

- We evaluated the Company’s financial statement disclosures related to the impacts of the Nextracker Reorganization transactions for compliance with disclosure requirements in accounting principles generally accepted in the United States of America.

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

| | | | 2023 | | | | | | 2022 | | |

| Total Flex Ltd. shareholders' equity | | | 5,351 | | | | | | 4,129 | | |

| Noncontrolling interest | | | 355 | | | | | | — | | |

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

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

| Issuance of Nextracker common stock and related transactions | | | (99) | | | | | | | | | — | | | 644 | | | — | | | — | | | — | | | — | | | 644 | | | 158 | | | 802 | | |

| Payment for pre-IPO dividend to redeemable noncontrolling interest | | | (22) | | | | | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |

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

| Net income | | | 43 | | | | | | | | | — | | | — | | | 793 | | | — | | | — | | | — | | | 793 | | | 197 | | | 990 | | |

| BALANCE AT MARCH 31, 2023 | | | $ | — | | | | | | | | 450 | | | $ | 6,105 | | $ | (560) | | $ | (14) | | $ | (180) | | $ | (194) | | $ | 5,351 | | $ | 355 | | $ | 5,706 | |

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

| Proceeds from issuances of Nextracker shares | | | 694 | | | | | | — | | | | | | — | | |

| Payment for pre-IPO dividend to redeemable noncontrolling interest | | | (22) | | | | | | — | | | | | | — | | |

[Table](#i3d38fd2c8aa64a57b87fe9f68df801b4_7) [of Contents](#i3d38fd2c8aa64a57b87fe9f68df801b4_7)

The Company also provides additional value to customers through a broad array of services, including design and engineering, component services, rapid prototyping, fulfillment, and circular economy solutions.

Flex supports a diverse set of industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and energy.

Nextracker Inc. Initial Public Offering

On February 13, 2023, the Company’s subsidiary Nextracker Inc. ("Nextracker") completed an initial public offering (“IPO”) of 30,590,000 shares of its Class A common stock, representing in the aggregate 21.06% of its total outstanding shares of common stock.

As a result of the IPO, the Company received net proceeds of approximately $694 million, after deducting approximately $40 million in underwriting discounts.

Nextracker, a Delaware corporation, was formed on December 19, 2022.

Prior to the IPO, Nextracker's business operations were conducted through Nextracker LLC (the "LLC") and its direct and indirect subsidiaries.

In the fourth quarter of fiscal year 2022, Flex sold redeemable preferred units (“Series A Preferred Units”) of the LLC representing a 16.67% interest in the LLC to an unrelated third party; TPG Rise Flash, L.P. ("TPG Rise"), resulting in TPG Rise holding all of the outstanding LLC Series A Preferred Units and subsidiaries of Flex holding all of the outstanding LLC common units.

Immediately prior to the IPO, as a result of accrued distributions paid in kind in respect of TPG Rise's outstanding LLC Series A Preferred Units, TPG Rise held Series A Preferred Units representing an interest of 17.37% in the LLC while Flex held LLC common units representing a controlling interest of 82.63%.

May 20, 2022

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

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

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

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

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

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

| Cumulative effect on opening equity of adopting accounting standards and other | | | — | | | | | | | | | — | | | | | | — | | | | | | 22 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | 22 | | |

| Exercise of stock options | | | — | | | | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | 1 | | |

| Cash collections of deferred purchase price | | | — | | | | | | — | | | | | | 2,566 | | |

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

The reclassifications had no effect on the previously reported results of operations or cash flows from operating activities.

Non-functional currency transaction gains and losses, and re-measurement adjustments were not

A different customer within the Company's FAS segment accounted for approximately 10% of the Company's total balances of accounts receivable, net as of fiscal year ended March 31, 2020.

| | | | $ | 2,964 | | | | | $ | 2,637 | |

| | | | $ | 6,580 | | | | | $ | 3,895 | |

| | | | | | | | | | 6,104 | | | | | | 5,843 | | |

As described in note 1 and note 7, during the fourth quarter of fiscal year 2022, as a result of the sale of certain Series A preferred units in Nextracker to a third party and the Company's continuing evaluation to separate the Nextracker business and consistent with how the Company's CODM allocates resources, assesses performance and makes strategic and operational decisions, Flex now reports its financial performance based on three operating and reportable segments.

With these changes, the Company also revised its reporting units, separating Nextracker from the Industrial reporting unit.

Accordingly, the Company reallocated total Industrial goodwill between Nextracker and the updated Industrial reporting unit (excluding the Nextracker business) based on each reporting unit’s relative fair value as of February 1, 2022.

The Company completed its acquisition of Anord Mardix in December 2021.

The acquisition generated $272 million of goodwill in the Industrial reporting unit and primarily related to value placed on the acquired employee workforce, service offerings and capabilities of the acquired business.

The goodwill is not deductible for income tax purposes.

Refer to note 19 for more information.

| Divestitures | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | |

The

During fiscal year 2022, the total value of intangible assets increased by $273.0 million as a result of the Company's initial estimated value of intangible assets from the Anord Mardix acquisition.

This acquisition contributed an additional $147.0 million in customer-related intangible assets, and $126.0 million in licenses and other intangibles assets such as trade names and technology.

Refer to note 19 for additional information.

| | | | | | |

Additional information is included in note 17.

During fiscal year 2021, the Company recognized $83.5 million of equity in earnings, associated with its equity method investments in other charges (income), net on the consolidated statement of operations.

Beginning with the adoption of ASC 842 on April 1, 2019, the Company elected to adopt the package of transition practical expedients and, therefore, has not reassessed (1) whether then-existing or expired contracts contain a lease, (2) lease classification for then-existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized.

The adoption of ASC 842 had a material impact to the Company’s consolidated balance sheet, but did not materially impact the consolidated statement of operations or consolidated statement of cash flows.

The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, [removed: 2022.][added: 2023.]

Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, [removed: 2022,] [added: 2023,] 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 Exchange Act, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

The effectiveness of the Company's internal control over financial reporting as of March 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited the internal control over financial reporting of Flex Ltd. and subsidiaries (the "Company") as of March 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal 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: 2022] [added: 2023] of the Company and our report dated May [removed: 20, 2022,] [added: 19, 2023,] expressed an unqualified opinion on those financial statements.

May 19, 2023

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 have not experienced any material impact to our internal control over financial reporting despite the fact that most of our employees are working remotely for their health and safety during the COVID-19 pandemic.

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.

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

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: 2022] [added: 2023] Annual General Meeting of Shareholders.

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: 2022] [added: 2023] Annual General Meeting of Shareholders.

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: 2022] [added: 2023] Annual General Meeting of Shareholders.

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: 2022] [added: 2023] Annual General Meeting of Shareholders.

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: 2022] [added: 2023] Annual General Meeting of Shareholders.

| [removed: [4.01](http://www.sec.gov/Archives/edgar/data/866374/000110465913013284/a13-5755_1ex4d1.htm)] [added: [4.01](http://www.sec.gov/Archives/edgar/data/866374/000110465915044024/a15-12952_4ex4d1.htm)] | | | | | | Indenture, dated as of [removed: February 20, 2013,] [added: June 8, 2015,] by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as [removed: Trustee, related to the Registrant's 5.000% Notes due 2023] [added: Trustee] | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 2/22/2013] [added: 6/8/2015] | | | | | | 4.1 | | | | | | | | |

| [removed: [4.02](http://www.sec.gov/Archives/edgar/data/866374/000110465913013284/a13-5755_1ex4d1.htm)] [added: [4.02](http://www.sec.gov/Archives/edgar/data/866374/000110465915044024/a15-12952_4ex4d1.htm)] | | | | | | Form of [removed: 5.000%] [added: 4.750%] Note due [removed: 2023] [added: 2025] (included in Exhibit 4.01) | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 2/22/2013] [added: 6/8/2015] | | | | | | 4.1 | | | | | | | | |

| [removed: [4.03](http://www.sec.gov/Archives/edgar/data/866374/000104746913006516/a2215401zex-4_11.htm)] [added: [4.03](http://www.sec.gov/Archives/edgar/data/866374/000104746915007450/a2225866zex-4_04.htm)] | | | | | | First Supplemental Indenture, dated as of [removed: March 28, 2013,] [added: September 11, 2015,] among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, [removed: to the Indenture, dated as of February 20, 2013, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee,] related to the [removed: Registrant's 5.000%] [added: Registrant’s 4.750%] Notes due [removed: 2023] [added: 2025] | | | | | | [removed: 10-K] [added: S-4] | | | | | | [removed: 000-23354] [added: 333-207067] | | | | | | [removed: 5/28/2013] [added: 9/22/2015] | | | | | | [removed: 4.11] [added: 4.04] | | | | | | | | |

| [removed: [4.04](http://www.sec.gov/Archives/edgar/data/866374/000110465914075227/a14-19930_1ex4d01.htm)] [added: [4.07](http://www.sec.gov/Archives/edgar/data/866374/000110465919061133/tm1920918d4_ex4-3.htm)] | | | | | | Second Supplemental Indenture, dated as of [removed: August 25, 2014, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013,] [added: November 7, 2019,] by and between the [removed: Registrant, the Guarantors party thereto] [added: Company] and U.S. Bank National Association, as [removed: Trustee, related to the Registrant's 5.000% Notes due 2023] [added: trustee] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 000-23354 | | | | | | [removed: 10/30/2014] [added: 11/7/2019] | | | | | | [removed: 4.01] [added: 4.3] | | | | | | | | |

| [removed: [4.06](http://www.sec.gov/Archives/edgar/data/866374/000110465915044024/a15-12952_4ex4d1.htm)] [added: [4.04](http://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d1.htm#EXHIBIT4_1_105343)] | | | | | | Indenture, dated as of June [removed: 8, 2015,] [added: 6, 2019,] by and between the [removed: Registrant, the Guarantors party thereto] [added: Company] and U.S. Bank National Association, as [removed: Trustee] [added: trustee] | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 6/8/2015] [added: 6/6/2019] | | | | | | 4.1 | | | | | | | | |

| [removed: [4.07](http://www.sec.gov/Archives/edgar/data/866374/000110465915044024/a15-12952_4ex4d1.htm)] [added: [4.08](http://www.sec.gov/Archives/edgar/data/866374/000110465919061133/tm1920918d4_ex4-3.htm)] | | | | | | Form of [removed: 4.750%] [added: 4.875% Global] Note due [removed: 2025] [added: 2029] (included in Exhibit [removed: 4.06)] [added: 4.07)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 6/8/2015] [added: 11/7/2019] | | | | | | [removed: 4.1] [added: 4.4] | | | | | | | | |

| [removed: [4.09](http://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d1.htm#EXHIBIT4_1_105343)] [added: [4.05](http://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d2.htm#EXHIBIT4_2_112841)] | | | | | | [added: First Supplemental] Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | 6/6/2019 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d2.htm#EXHIBIT4_2_112841)] [added: [4.15](http://www.sec.gov/Archives/edgar/data/866374/000110465922125181/tm2217805d6_ex4-2.htm)] | | | | | | [removed: First] [added: Fifth] Supplemental Indenture, dated as of [removed: June 6, 2019,] [added: December 7, 2022,] by and between the Company and U.S. Bank [added: Trust Company,] National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 6/6/2019] [added: 12/7/2022] | | | | | | 4.2 | | | | | | | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d2.htm#EXHIBIT4_2_112841)] [added: [4.06](http://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d2.htm#EXHIBIT4_2_112841)] | | | | | | Form of 4.875% Global Note due 2029 (included in Exhibit [removed: 4.10)] [added: 4.05)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | 6/6/2019 | | | | | | 4.3 | | | | | | | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/866374/000110465919061133/tm1920918d4_ex4-3.htm)] [added: [4.12](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920096092/tm2024912d5_ex4-3.htm)] | | | | | | [removed: Second] [added: Fourth] Supplemental Indenture, dated as of [removed: November 7, 2019,] [added: August 17, 2020,] by and between the Company and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 11/7/2019] [added: 8/17/2020] | | | | | | 4.3 | | | | | | | | |

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/866374/000110465919061133/tm1920918d4_ex4-3.htm)] [added: [4.13](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920096092/tm2024912d5_ex4-3.htm)] | | | | | | Form of [removed: 4.875%] [added: 3.750%] Global Note due [removed: 2029] [added: 2026] (included in Exhibit 4.12) | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 11/7/2019] [added: 8/17/2020] | | | | | | 4.4 | | | | | | | | |

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920060179/tm2016732d5_ex4-2.htm)] [added: [4.09](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920060179/tm2016732d5_ex4-2.htm)] | | | | | | Third Supplemental Indenture dated as of May 12, 2020, by and between the Company and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | 5/12/2020 | | | | | | 4.2 | | | | | | | | |

| [removed: [4.15](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920060179/tm2016732d5_ex4-2.htm)] [added: [4.10](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920060179/tm2016732d5_ex4-2.htm)] | | | | | | Form of 3.750% Global Note due 2026 (included in Exhibit [removed: 4.14)] [added: 4.09)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | 5/12/2020 | | | | | | 4.3 | | | | | | | | |

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920060179/tm2016732d5_ex4-2.htm)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920060179/tm2016732d5_ex4-2.htm)] | | | | | | Form of 4.875% Global Note due 2030 (included in Exhibit [removed: 4.14)] [added: 4.09)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | 5/12/2020 | | | | | | 4.4 | | | | | | | | |

| [removed: [4.18](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920096092/tm2024912d5_ex4-3.htm)] [added: [4.14](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920096092/tm2024912d5_ex4-3.htm)] | | | | | | Form of [removed: 3.750%] [added: 4.875%] Global Note due [removed: 2026] [added: 2030] (included in Exhibit [removed: 4.17)] [added: 4.12)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | 8/17/2020 | | | | | | [removed: 4.4] [added: 4.5] | | | | | | | | |

| [removed: [4.19](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920096092/tm2024912d5_ex4-3.htm)] [added: [4.16](http://www.sec.gov/Archives/edgar/data/866374/000110465922125181/tm2217805d6_ex4-2.htm)] | | | | | | Form of [removed: 4.875%] [added: 6.000%] Global Note due [removed: 2030] [added: 2028] (included in Exhibit [removed: 4.17)] [added: 4.15)] | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 8/17/2020] [added: 12/7/2022] | | | | | | [removed: 4.5] [added: 4.3] | | | | | | | | |

| [removed: [4.20](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000009/flex-exx4143312020.htm)] [added: [4.17](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: [10.01](http://www.sec.gov/Archives/edgar/data/0000866374/000086637421000006/axflexxex1001creditagreeme.htm)] [added: [10.01](http://www.sec.gov/Archives/edgar/data/866374/000086637422000045/axflexxex1001creditagreeme.htm)] | | | | | | Credit Agreement, dated as of [removed: January 7, 2021,] [added: July 19, 2022,] among Flex Ltd. and certain of its subsidiaries, from time to time party thereto, as borrowers, Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender, and the other L/C Issuers, Swing Line Lenders and Lenders party thereto | | | | | | 8-K | | | | | | 000-23354 | | | | | | [removed: 1/13/2021] [added: 7/22/2022] | | | | | | 10.01 | | | | | | | | |

| [removed: [10.03](http://www.sec.gov/Archives/edgar/data/0000866374/000095013409011144/d66616exv10w01.htm)] [added: [10.02](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: [10.04](http://www.sec.gov/Archives/edgar/data/866374/000095013409011144/d66616exv10w02.htm)] [added: [10.03](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: [10.07](http://www.sec.gov/Archives/edgar/data/866374/000095013409001971/d66023exv10w02.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/866374/000095012310100203/c07568exv10w04.htm)] | | | | | | [added: 2010] Flextronics International USA, Inc. [removed: Third Amended and Restated 2005 Senior Management] Deferred Compensation Plan† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 2/6/2009] [added: 11/3/2010] | | | | | | [removed: 10.02] [added: 10.04] | | | | | | | | |

| [removed: [10.09](http://www.sec.gov/Archives/edgar/data/866374/000086637417000012/flex-exx1002x92917.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/866374/000086637417000012/flex-exx1002x92917.htm)] | | | | | | Summary of Directors' Compensation† | | | | | | 10-Q | | | | | | [removed: 000.23354] [added: 000-23354] | | | | | | 10/30/2017 | | | | | | 10.02 | | | | | | | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/866374/000095012310073135/c04350exv10w06.htm)] [added: [10.23](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: [10.12](http://www.sec.gov/Archives/edgar/data/866374/000110465912052187/a12-13513_1ex10d01.htm)] [added: [10.16](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: [10.13](http://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d02.htm)] [added: [10.17](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: [10.14](http://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d03.htm)] [added: [10.18](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: [10.15](http://www.sec.gov/Archives/edgar/data/866374/000110465914054018/a14-16160_1ex10d01.htm)] [added: [10.19](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: [10.16](http://www.sec.gov/Archives/edgar/data/866374/000086637419000010/flex-exx1002x6282019.htm)] [added: [10.08](http://www.sec.gov/Archives/edgar/data/866374/000086637420000012/flex-exx1003x6282020.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for performance-based vesting awards (20-day trading [removed: average)†] [added: average) (FY21)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 7/26/2019] [added: 8/5/2020] | | | | | | [removed: 10.02] [added: 10.03] | | | | | | | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/866374/000110465915069666/a15-20794_1ex99d01.htm)] [added: [10.04](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: [10.18](http://www.sec.gov/Archives/edgar/data/866374/000086637419000006/flex-exx102733119.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/866374/000086637419000006/flex-exx102733119.htm)] | | | | | | Flex Ltd. Executive Severance Plan† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/21/2019 | | | | | | 10.27 | | | | | | | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/866374/000086637420000009/flex-exx10293312020.htm)] [added: [10.26](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: [10.20](http://www.sec.gov/Archives/edgar/data/866374/000086637419000006/flex-exx102933119.htm)] [added: [10.25](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 | | | | | | | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000012/flex-exx1002x6282020.htm)] [added: [10.07](http://www.sec.gov/Archives/edgar/data/866374/000086637420000012/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 | | | | | | | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000012/flex-exx1003x6282020.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/866374/000086637422000052/flex-exx1003x712022.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the [added: Amended and Restated Flex Ltd.] 2017 Equity Incentive Plan for performance-based vesting awards [removed: (20-day trading average) (FY21)†] [added: (FY23)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 8/5/2020] [added: 7/29/2022] | | | | | | 10.03 | | | | | | | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000030/flex-exx1002x9252020.htm)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/866374/000086637420000030/flex-exx1002x9252020.htm)] | | | | | | Paul R. Lundstrom Offer Letter, dated August 5, 2020† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 11/2/2020 | | | | | | 10.02 | | | | | | | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/866374/000086637421000019/flex-exx1002x12312020.htm)] [added: [10.20](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: [10.25](http://www.sec.gov/Archives/edgar/data/866374/000086637421000043/flex-exx1001x722021.htm)] [added: [10.28](http://www.sec.gov/Archives/edgar/data/866374/000086637422000052/flex-exx1001x712022.htm)] | | | | | | Description of Annual Incentive Bonus Plan for Fiscal Year [removed: 2022†] [added: 2023†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 7/30/2021] [added: 7/29/2022] | | | | | | 10.01 | | | | | | | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/866374/000086637421000043/flex-exx1002x722021.htm)] [added: [10.09](http://www.sec.gov/Archives/edgar/data/866374/000086637421000043/flex-exx1002x722021.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for performance-based vesting awards (FY22)† | | | | | | 10-Q | | | | | | [removed: 000-23354] [added: 000.23354] | | | | | | 7/30/2021 | | | | | | 10.02 | | | | | | | | |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/866374/000086637421000043/flex-exx1003x722021.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/866374/000086637422000052/flex-exx1002x712022.htm)] | | | | | | Summary of Compensation Arrangements of Certain Executive Officers of Flex Ltd.† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 7/30/2021] [added: 7/29/2022] | | | | | | [removed: 10.03] [added: 10.02] | | | | | | | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1001x1012021.htm)] [added: [10.13](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 | | | | | | | | |

| [10.11](http://www.sec.gov/Archives/edgar/data/866374/000086637422000074/flex-exx1002x9302022.htm) | | | | | | Form of Restricted Share Unit Award Agreement under the Flex Ltd. Amended and Restated 2017 Equity Incentive Plan for Non-Employee Directors† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/31/2022 | | | | | | 10.02 | | | | | | | | |

| [10.29](http://www.sec.gov/Archives/edgar/data/1852131/000119312523008499/d139910dex1010.htm) | | | | | | Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan† | | | | | | S-1 | | | | | | 333-269238 | | | | | | 1/13/2023 | | | | | | 10.10 | | | | | | | | |

| [10.30](http://www.sec.gov/Archives/edgar/data/866374/000119312523035922/d446099dex101.htm) | | | | | | Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc. and Yuma Acquisition Corp, dated as of February 7, 2023 | | | | | | 8-K | | | | | | 000-23354 | | | | | | 2/13/2023 | | | | | | 10.1 | | | | | | | | |

| [10.31](http://www.sec.gov/Archives/edgar/data/866374/000119312523035922/d446099dex102.htm) | | | | | | Registration Rights Agreement, by and among Nextracker Inc., Yuma, Inc., Yuma Subsidiary, Inc., TPG Rise Flash, L.P. and the Holders party thereto, dated as of February 13, 2023 | | | | | | 8-K | | | | | | 000-23354 | | | | | | 2/13/2023 | | | | | | 10.2 | | | | | | | | |

| /s/ MARYROSE T. SYLVESTER | | | | | | Director | | | | | | May 19, 2023 | | |

| Maryrose T. Sylvester | | | | | | | | | | | | | | |

| [4.05](http://www.sec.gov/Archives/edgar/data/866374/000104746915007450/a2225866zex-4_11.htm) | | | | | | Third Supplemental Indenture, dated as of September 11, 2015, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Registrant’s 5.000% Notes due 2023 | | | | | | S-4 | | | | | | 333-207067 | | | | | | 9/22/2015 | | | | | | 4.11 | | | | | | | | |

| [4.08](http://www.sec.gov/Archives/edgar/data/866374/000104746915007450/a2225866zex-4_04.htm) | | | | | | First Supplemental Indenture, dated as of September 11, 2015, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Registrant’s 4.750% Notes due 2025 | | | | | | S-4 | | | | | | 333-207067 | | | | | | 9/22/2015 | | | | | | 4.04 | | | | | | | | |

| [4.17](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920096092/tm2024912d5_ex4-3.htm) | | | | | | Fourth Supplemental Indenture, dated as of August 17, 2020, by and between the Company and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | 8/17/2020 | | | | | | 4.3 | | | | | | | | |

| [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 | | |

| [10.08](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 | | | | | | | | |

| [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 | | | | | | | | |

| [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 | | |

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

| /s/ JENNIFER LI | | | | | | Director | | | | | | May 20, 2022 | | |

| Jennifer Li | | | | | | | | | | | | | | |

| /s/ WILLY C. SHIH, PH.D. | | | | | | Director | | | | | | May 20, 2022 | | |

| Willy C. Shih, Ph.D. | | | | | | | | | | | | | | |