Flex (FLEX) 10-K risk factor changes: FY2024 vs FY2023

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

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

- A significant percentage of our sales comes from a small number of customers and a decline in sales to any of these customers [removed: could] [added: has in the past] adversely [removed: affect] [added: affected, and may in the future adversely affect,] our business.

- 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 [removed: the] start-up and integration [removed: costs necessary to achieve quick launches of world-class component products,] [added: costs,] has in the [removed: past,] [added: past adversely affected,] and may in the [removed: future,] [added: future] adversely [removed: affect] [added: affect,] our margins and profitability.

- Our exposure to financially troubled customers or suppliers [added: has in the past adversely affected, and] may [added: in the future] adversely [removed: affect] [added: affect,] our financial results.

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

- A breach of our IT or physical security systems, or violation of data privacy laws, may cause us to incur significant legal and financial exposure and [removed: disrupt] [added: adversely affect] our operations.

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

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

A significant percentage of our sales come from a small number of customers and a decline in sales to any of these customers [removed: could] [added: has in the past] adversely [removed: affect] [added: affected, and may in the future adversely affect,] our business.

Our ten largest customers accounted for approximately [removed: 34%, 34%] [added: 37%, 37%] and 36% of net sales in fiscal years [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

No customer accounted for more than 10% of net sales in fiscal year [removed: 2023, 2022 and 2021.][added: 2024, 2023 or 2022.]

These customers [added: have in the past experienced, and] may [removed: experience] [added: in the future experience,] dramatic declines in their market shares or competitive position, due to economic or other forces, that may cause them to reduce their purchases from us or, in some cases, result in the termination of their relationship with us.

Significant reductions in sales to any of [removed: these] [added: our largest] customers, or the loss of major customers, [removed: would] [added: have in the past harmed, and could in the future] materially [removed: harm] [added: harm,] our business.

[removed: Supply] [added: - Supply] chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, have in the past affected, and may in the [removed: future, affect] [added: 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 have impacted our [removed: business.][added: business, including curtailed production or delays in production, and delays in making scheduled shipments to customers.]

Our inability to make scheduled shipments has [removed: caused] [added: in the past caused,] and [removed: will continue to] [added: may in the future] cause us to experience a reduction in sales, increase in inventory levels and costs, and could adversely affect relationships with existing and prospective customers.

Component shortages have in the [removed: past,] [added: past] and may 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.

As a result, component shortages have [removed: adversely] [added: in the past] affected, and [removed: will continue to] [added: may in the future] adversely affect, our operating results.

Our end markets have [removed: been] [added: in the past been,] and [removed: continue to be] [added: may in the future be,] impacted by logistical [removed: constraints, as well as driver shortages] [added: constraints] and increased freight and logistics costs around the world.

Our supply chain has [removed: been and may continue to be impacted by] [added: in] the [removed: COVID-19 pandemic,] [added: past been,] and may [removed: be] [added: in the future 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 [removed: Ukraine),] [added: Ukraine, the Israel-Hamas war, the attacks on shipping vessels in the Red Sea and] other [added: geopolitical conflicts),] public health emergencies, or natural or environmental occurrences in locations where we or our customers and suppliers have manufacturing, research, engineering and other operations.

Problems suffered by any of these common carriers, whether due to geopolitical [removed: issues,] [added: issues due to] the [removed: COVID-19 pandemic,] [added: Russian invasion of Ukraine and the Israel-Hamas war, disruptions as] a [added: result of attacks on shipping vessels in the Red Sea, a] natural disaster, labor problems, increased energy prices, criminal activity or some other issue, have in the past resulted, and may in the future result in shipping delays, increased costs, or other supply chain disruptions, and therefore have in the past had, and may in the future [removed: have.][added: have, a material adverse effect on our operations.]

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

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

Our design [added: and engineering] activities often require that we purchase inventory for initial production runs before we have a purchase commitment from a customer.

In addition, some of the products we design and [removed: develop] [added: develop, including in the automotive and health solutions industries,] must satisfy safety and regulatory standards and some must receive government certifications.

Our design [added: and engineering] services offerings require significant investments in research and development, technology licensing, test and tooling equipment, patent applications, facility building and expansion, and recruitment.

The costs of investing in the resources necessary to expand our design and engineering capabilities, and in particular to support our design [added: and engineering] services offerings, have historically adversely affected our profitability, and may continue to do so as we continue to make investments to grow these capabilities.

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

The expansion of our business, as well as business contractions and other changes in our customers' requirements, [removed: including as a result of COVID-19,] have in the past, and may in the future, require that we adjust our business and cost structures by incurring restructuring charges.

[removed: If we do not] properly manage or maintain adequate financial and management controls, 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: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] we initiated targeted restructuring activities focused on [added: improving operational efficiencies by reducing excess workforce capacity,] optimizing our [removed: portfolio, in particular] [added: portfolio (in particular,] customers and products in our consumer devices [removed: business,] [added: business), and] optimizing our cost structure in lower growth [removed: areas and, more importantly, streamlining certain corporate and segment functions.][added: areas.]

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

A breach of our IT or physical security systems, or violation of data privacy laws, may cause us to incur significant legal and financial [removed: exposure.][added: exposure and adversely affect our operations.]

We rely on our information 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 [added: in each case] relating to employees, customers, [added: vendors, consumers,] and other business partners), and to manage or support a variety of critical business processes and activities including [added: manufacturing, design and engineering services,] financial reporting, [added: recordkeeping, compliance and internal controls, human and capital asset and] inventory management, procurement, invoicing, [added: treasury activities,] and electronic communications.

They may attempt to gain access to our networks, data centers or cloud resources - including those managed by third parties - or those of our customers, vendors or end users; steal proprietary information related to our business, products, employees, and customers; or interrupt our systems, operations or services or those of our [removed: customers] [added: customers, vendors] or others.

We believe such attempts are increasing in number and in technical sophistication, [added: including through the use of adversarial artificial intelligence techniques,] which, if we are subject to, could have material adverse effects.

Due to [removed: the political uncertainty] [added: increasing global tensions] and [removed: military actions] [added: conflicts, including] involving [removed: Russia, Ukraine] [added: China, the ongoing Russia/Ukraine conflict,] and [removed: surrounding regions,] [added: the conflict in the Middle East,] we and the third parties upon which we rely may be vulnerable to a currently heightened risk of information technology breaches, computer malware, ransomware or other cyber attacks, including attacks that could materially disrupt our systems and operations, supply chain and ability to produce, sell and distribute our products.

In some instances, we, our customers, [removed: and] [added: vendors, or] the users of our products and services might be unaware of an incident or its magnitude and effects.

We have implemented [added: and maintain] security systems with the intent of [removed: maintaining and] protecting the physical security of our facilities and inventory and protecting our [added: information systems including our] customers’ and [removed: our suppliers’ confidential] [added: vendors’] information.

Our *business, financial condition, results of operations and prospects are subject to various risks and uncertainties, including those described below.

You should carefully consider the following risks and all of the other information contained in this report, including our consolidated financial statements and related notes, before investing in any of our securities.

The risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.

If any of the following risks, or other risks and uncertainties that are not yet identified or that we currently think are immaterial, actually occur, our business, financial condition, results of operations and prospects could be materially and adversely affected.

In that event, the market price of our ordinary shares could decline.

We may amend, supplement or add to the risk factors described below from time to time in future reports filed with the SEC.*

The following is a summary of the principal risks and uncertainties that could materially adversely affect our business, financial condition, results of operations and prospects.

You should read this summary together with the more detailed description of each risk factor contained below.

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

- Our business has in the past been, and may in the future be, adversely affected by delays and increased costs resulting from issues that our common carriers deal with in transporting our materials, our products, or both.

- If the Nextracker Spin-off fails to qualify for tax-free treatment, we, our subsidiaries and our former shareholders could incur significant tax liabilities.

- In connection with the separation of Nextracker, Nextracker has agreed to retain and indemnify us for certain liabilities.

However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that Nextracker’s ability to satisfy its indemnification obligation will not be impaired in the future.

We or Nextracker may fail to perform under various transaction agreements that have been executed in connection with or as part of the separation of Nextracker.

- We are subject to risks relating to our dependence on our executive officers and skilled personnel.

- Exports and imports of certain of our products are subject to various export control, sanctions, and import regulations and may require authorization from regulatory agencies of the U.S. or other countries.

- Catastrophic events could have a material adverse effect on our operations and financial results.

- Union disputes or other labor disruptions could adversely affect our operations and financial results.

- Our operating results may fluctuate significantly due to seasonal demand.

- We may encounter difficulties with acquisitions and divestitures, which could harm our business.

- If our compliance policies are breached, we may incur significant legal and financial exposure.

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

- Changes in our credit rating may make it more expensive for us to raise additional capital or to borrow additional funds.

- Fluctuations in foreign currency exchange rates could increase our operating costs.

- Failure to comply with domestic or international employment and related laws could result in the payment of significant damages, which would reduce our net income.

- Climate change, and the legal and regulatory initiatives related to climate change, could adversely affect our business, results of operations and financial condition.

- Our failure to comply with environmental, health and safety, product stewardship and producer responsibility laws or regulations could adversely affect our business.

Our customers have in the past and may in the future 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 have in the past caused, and may in the future cause, supply chain and other issues which could adversely affect our operating results.

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

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.

In the past there have been industry wide conditions, pandemics, natural disasters and global events that have caused material and component shortages.

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

If we do not

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

insurance premiums, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties including our customers and possible financial penalties, fines or obligations for damages related to the theft or misuse of such assets, inventory or information, any of which could have a material adverse effect on our profitability and cash flows.

In the U.S., many states including California, Colorado, Connecticut, Utah and Virginia have enacted data privacy laws.

These laws continue to develop and may have conflicting requirements or be inconsistent from jurisdiction to jurisdiction.

This poses increasingly complex compliance challenges, which have resulted, and will continue to result in, increased compliance costs, and have required, and may in the future require, us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.

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

Such factors include but are not limited to:

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

- We have been and continue to be adversely affected by supply chain issues, including shortages of required electronic components, fluctuations in the pricing or availability of raw materials, and logistical constraints.

- We are subject to risks associated with changes in laws, regulations or policies that may adversely impact our business, including environmental protection laws and regulations, including those related to climate change.

- We are subject to physical and operational risks from natural disasters, severe weather events, and climate change.

- 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.

We have been and continue to be adversely affected by supply chain issues, including shortages of required electronic components.

We have also experienced, and continue to experience, such shortages due to the effects of the COVID-19 pandemic.

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

a material adverse effect on our operations.

may recur from time to time.

We seek to

Additionally, many U.S. states including California, Colorado, Connecticut, Utah and Virginia have recently enacted legislation and associated regulations, and it is anticipated that many more states will enact similar legislation and/or release additional regulations which, if passed, may have conflicting requirements that would make compliance challenging.

The effects of the GDPR, the PIPL, the CPRA and other state laws and other data privacy laws and regulations, including the many international privacy laws, may be significant, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.

As a result of the foregoing, we also may not be able to complete acquisitions or strategic customer transactions in the future to the same extent as in the past, or at all.

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

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.

The actions required to separate our and Nextracker’s respective businesses may divert the attention of our management and employees from other aspects of our business operations and could adversely affect the business, financial condition, results of operations and cash flows of us and our Nextracker business.

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.

Moreover, the combined value of the two publicly-traded companies may not be equal to or greater than what the value of our ordinary shares would have been had the IPO not occurred.

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.

In addition, we may receive opinions from outside tax counsel as to the tax implications of the IPO or any such future transactions which rely on certain facts, assumptions, representations and undertakings regarding past and future conduct of both us and Nextracker, and which, if incorrect, incomplete, inaccurate or not satisfied, could result in significant tax liabilities to us and our shareholders.

We have overlapping directors with Nextracker, which may lead to conflicting interests or the appearance of conflicting interests.

Several of our directors and officers also serve as directors of Nextracker.

Our officers and members of our Board of Directors have fiduciary duties to our shareholders.

Likewise, any such persons who serve as directors of Nextracker have fiduciary duties to Nextracker’s stockholders.

Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting us and Nextracker.

The appearance of conflicts of interest created by such overlapping relationships also could impair the confidence of our investors.

Our failure to recruit and retain experienced design

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.

The COVID-19 pandemic and the measures taken to limit its spread have materially impacted our workforce and operations, the operations of our customers, and those of our respective vendors and suppliers.

We are the [removed: diversified] [added: advanced, end-to-end] manufacturing partner of choice that helps market-leading brands design, [removed: build and] [added: build,] deliver [added: and manage] innovative products that improve the world.

Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, we support [removed: the] [added: our customers'] entire product lifecycle with [removed: advanced manufacturing solutions and operate one] [added: a broad array] of [removed: the most trusted global supply chains.][added: services in every major region.]

We [removed: support] [added: partner with customers across] a diverse set of industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and energy.

◦*Industrial*, including capital equipment, industrial devices, [added: embedded] and [added: critical power offerings, and] renewables and grid edge.

We believe that our [removed: continued business transformation] [added: strategy] is [removed: strategically] positioning us to take advantage of the long-term, future growth prospects for outsourcing of advanced manufacturing capabilities, design and engineering services and after-market services.

On February 13, 2023, our [added: former] subsidiary, Nextracker completed an [removed: IPO of 30,590,000 shares] [added: initial public offering (the “IPO”)] of its Class A common stock [removed: at] [added: and on July 3, 2023 completed] a [removed: public] [added: follow-on] offering [removed: price of $24.00 per share, less underwriting discounts and commissions.][added: to the IPO.]

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

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

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

Refer to [removed: “Risk] [added: *“Risk] Factors - [removed: *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 [removed: future, affect] [added: future affect,] our ability to meet customer demand, lead to higher costs, or result in excess or obsolete [removed: inventory.][added: inventory.”*]

Russian Invasion of Ukraine [added: and Israel-Hamas War]

We [removed: are monitoring] [added: continue to monitor] and [removed: responding] [added: respond] to the conflict in Ukraine and the associated sanctions and other restrictions.

As of the date of this report, there is no material impact to our business operations and financial performance in [removed: Ukraine.][added: Ukraine and Israel.]

The full impact of the [removed: conflict] [added: conflicts] on our business operations and financial performance remains uncertain and will depend on future developments, including the severity and duration of the [removed: conflict] [added: conflicts] and [removed: its] [added: their] impact on regional and global economic conditions.

We will continue to monitor the [removed: conflict] [added: conflicts] and assess the related restrictions and other effects and pursue prudent decisions for our team members, customers, and business.

We are one of the world's largest providers of global supply chain solutions, with revenues [added: from continuing operations] of [removed: $30.3] [added: $26.4] billion in the fiscal year ended March 31, [removed: 2023.][added: 2024.]

We design, build, ship, and service consumer and enterprise products for our customers through a network of [removed: over] [added: approximately] 100 facilities in approximately 30 countries across four continents.

As of March 31, [removed: 2023,] [added: 2024,] our total manufacturing capacity was approximately 27 million square feet.

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

| | | | [added: 2024 | | | | | | | | | | | |] 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

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

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

| Europe | | | [added: 5,643 | | | | | | 22 | | % | | | |] 6,212 | | | | | | [removed: 21] [added: 22] | | % | | | | [removed: 5,601] [added: 5,604] | | | | | | [removed: 21] [added: 23] | | % | | | | | | | | | | | | |

| Net sales by country: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Malaysia | | | [removed: 2,448] [added: 2,122] | | | | | | 8 | | % | | | | [added: 2,448 | | | | | | 9 | | % | | | |] 1,866 | | | | | | [removed: 7] [added: 8] | | % | | | | | | | | | | | | |

| Hungary | | | [added: 1,368 | | | | | | 5 | | % | | | |] 1,310 | | | | | | [removed: 4] [added: 5] | | % | | | | 1,230 | | | | | | 5 | | % | | | | | | | | | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [added: 2023] | | | | | | 2022 | | | | | | | | |

| Mexico | | | $ | [removed: 763] [added: 793] | | | | | [removed: 32] [added: 35] | | % | | | | $ | [removed: 626] [added: 763] | | | | | [removed: 29] [added: 33] | | % |

| China | | | [removed: 338] [added: 307] | | | | | | 14 | | % | | | | [removed: 299] [added: 338] | | | | | | 14 | | % |

| Malaysia | | | [removed: 152] [added: 142] | | | | | | 6 | | % | | | | [removed: 110] [added: 152] | | | | | | [removed: 5] [added: 6] | | % |

| Hungary | | | [removed: 140] [added: 124] | | | | | | [removed: 6] [added: 5] | | % | | | | [removed: 118] [added: 140] | | | | | | 6 | | % |

- [removed: weak] global economic conditions, including inflationary pressures, currency volatility, slower growth or recession, higher interest rates, and geopolitical uncertainty (including [added: arising from] the ongoing conflict between Russia and [removed: Ukraine);][added: Ukraine and the Israel-Hamas war);]

- the effects that current credit and market conditions (including as a result of the ongoing conflict between Russia and [removed: Ukraine)] [added: Ukraine and the Israel-Hamas war)] could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations;

- the impacts on our business due to [added: supply chain issues, including] component shortages, disruptions in transportation or other supply chain related constraints including [added: disruptions in international commerce] as a result of [added: attacks on shipping vessels in] the [removed: COVID-19 global pandemic;][added: Red Sea;]

- the effects on our business due to certain customers' products having short product [removed: lifecycles;][added: lifecycles, our customers' ability to cancel or delay orders or change production quantities or locations, the short-term nature of our customers' commitments and rapid changes in demand;]

- changes in tax legislation; [removed: and]

- changes in trade regulations and [removed: treaties.][added: treaties; and]

Net sales for fiscal year [removed: 2023 increased] [added: 2024 decreased] approximately [removed: 17%,] [added: 7%,] or [removed: $4.3] [added: $2.1] billion, to [removed: $30.3] [added: $26.4] billion from the prior year.

Net sales for our FAS segment [removed: increased $1.7] [added: decreased $1.8] billion, or 12%, from the prior year, [added: primarily] driven by [removed: strong growth] [added: a decrease] in [added: net sales of 24% in] our [removed: CEC business and, to] [added: Consumer Devices business,] a [removed: lesser extent, an increase] [added: 17% decrease] in our Lifestyle [removed: business.][added: business and a 7% decrease in our CEC business due to softer demand in consumer end markets and difficult year-over-year comparisons in CEC.]

[removed: The] [added: These] increases [removed: noted] in FAS [removed: during fiscal year 2023] were [removed: partially] offset by a [added: 19%] decrease in [added: net sales in] our Consumer Devices business [removed: primarily] due to relatively softer market demand and [added: a] planned project [removed: completions] [added: completion] in [added: the] fiscal year [added: ended] 2022.

Our full suite of specialized capabilities includes design and engineering, supply chain, manufacturing, post-production and post-sale services.

As of March 31, 2024, as a result of the Spin-off in the fourth quarter of fiscal year 2024, we now report our financial performance based on two operating and reportable segments as follows:

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

Nextracker Spin-off

Prior to the IPO, we maintained an 82.6% indirect ownership in Nextracker and consolidated Nextracker.

Subsequent to the IPO and follow-on offering, we retained a 51.5% indirect ownership in Nextracker and continued to consolidate Nextracker and report Nextracker as an operating segment.

On January 2, 2024, we completed the previously announced Spin-off to Flex shareholders on a pro-rata basis based on the number ordinary shares of Flex held by each shareholder of Flex (the “Distribution”) as of December 29, 2023, which was the record date of the Distribution, pursuant to the Agreement and Plan of Merger, dated as of February 7, 2023.

Under the terms of the Spin-off, Flex shareholders received approximately 0.17 shares of Nextracker Class A common stock for each Flex ordinary share held as of the record date of the Distribution.

Flex shareholders received cash in lieu of any fractional shares.

As a result of the completion of the Spin-off, Nextracker became a fully independent public company, we no longer directly or indirectly hold any shares of Nextracker common stock or any securities convertible into or exchangeable for shares of Nextracker common stock and subsequent to the third quarter ended December 31, 2023 we no longer consolidate Nextracker into our financial results.

Flex ordinary shares continue to trade on Nasdaq under the ticker symbol “FLEX” and shares of Nextracker Class A common stock continue to trade on Nasdaq under the ticker symbol “NXT”.

The historical financial results and financial position of Nextracker are presented as discontinued operations in the consolidated statements of operations and balance sheets for all periods presented.

The historical statements of comprehensive income and cash flows and the balances related to stockholders’ equity have not been revised to reflect the effect of the Spin-off.

Unless otherwise indicated, any reference to income statement items in this "Management’s Discussion and Analysis of Financial Condition and Results of Operations" refers to results from continuing operations.

We continue to monitor potential supply chain disruptions, including disruptions in international commerce as a result of attacks on shipping vessels in the Red Sea.

We also are monitoring and responding to the Israel-Hamas war.

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

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

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

| Americas | | | $ | 12,232 | | | | | 46 | | % | | | | $ | 11,906 | | | | | 42 | | % | | | | $ | 9,414 | | | | | 38 | | % | | | | | | | | | | | | |

| Asia | | | 8,540 | | | | | | 32 | | % | | | | 10,384 | | | | | | 36 | | % | | | | 9,615 | | | | | | 39 | | % | | | | | | | | | | | | |

| | | | $ | 26,415 | | | | | | | | | | | $ | 28,502 | | | | | | | | | | | $ | 24,633 | | | | | | | | | | | | | | | | | | | |

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

| Mexico | | | $ | 6,935 | | | | | 26 | | % | | | | $ | 6,626 | | | | | 23 | | % | | | | $ | 5,092 | | | | | 21 | | % | | | | | | | | | | | | |

| China | | | 5,117 | | | | | | 19 | | % | | | | 6,562 | | | | | | 23 | | % | | | | 6,160 | | | | | | 25 | | % | | | | | | | | | | | | |

| U.S. | | | 3,598 | | | | | | 14 | | % | | | | 3,394 | | | | | | 12 | | % | | | | 2,414 | | | | | | 10 | | % | | | | | | | | | | | | |

| Brazil | | | 1,529 | | | | | | 6 | | % | | | | 1,769 | | | | | | 6 | | % | | | | 1,842 | | | | | | 7 | | % | | | | | | | | | | | | |

| Other | | | 5,746 | | | | | | 22 | | % | | | | 6,393 | | | | | | 22 | | % | | | | 6,029 | | | | | | 24 | | % | | | | | | | | | | | | |

| | | | $ | 26,415 | | | | | | | | | | | $ | 28,502 | | | | | | | | | | | $ | 24,633 | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| U.S. | | | 334 | | | | | | 15 | | % | | | | 358 | | | | | | 15 | | % |

| Brazil | | | 88 | | | | | | 4 | | % | | | | 89 | | | | | | 4 | | % |

| Other | | | 481 | | | | | | 21 | | % | | | | 502 | | | | | | 22 | | % |

| | | | $ | 2,269 | | | | | | | | | | | $ | 2,342 | | | | | | | |

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- exposure to infectious disease, epidemics and pandemics on our business operations in geographic locations impacted by an outbreak and on the business operations of our customers and suppliers.

The decrease in gross profit due to lower sales was mitigated by higher gross profit margins and the $0.1 billion gross profit decrease was primarily driven by $0.1 billion in higher restructuring charges.

Our net income totaled $0.9 billion, representing an increase of $0.2 billion, or 28%, compared to fiscal year 2023, due to the factors explained above and a net $0.2 billion income tax benefit in fiscal year 2024 attributed primarily to the release of a U.S. deferred tax asset valuation allowance.

Our adjusted free cash flow was $0.8 billion and $0.3 billion for fiscal years 2024 and 2023, respectively.

Cash provided by financing activities decreased by approximately $1.7 billion to a cash outflow of $1.7 billion for fiscal year 2024, primarily driven by an approximately $1.0 billion increase in cash paid for share repurchases, a $0.4 billion increase in capital reduction as part of the Spin-off, a $0.1 billion increase in net debt payment, along with a $0.1 billion decrease in proceeds from the issuance of Nextracker shares in fiscal year 2024 compared to fiscal year 2023.

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.

As of March 31, 2023, our three operating and reportable segments were as follows:

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

Nextracker's products enable solar panels to follow the sun’s movement across the sky and optimize plant performance.

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

Nextracker IPO

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.

With the series of waves of the global pandemic including follow-on variants of COVID-19, renewed disease control measures were taken during fiscal year 2023 to limit the spread including movement bans and shelter-in-place orders.

Although not materially impacting our results in fiscal year 2023, with the lockdowns in China in the first half of fiscal year 2023 and COVID-19 outbreaks in China in the second half of fiscal year 2023, we experienced temporary plant closures and/or restrictions at certain of our manufacturing facilities in China.

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

Our priority remains the welfare of our employees.

We continue to carefully monitor potential supply chain disruptions.

We have been and continue to be adversely affected by supply chain issues, including shortages of required electronic components."*

We also provide intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world.

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

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

| Americas | | | $ | 13,773 | | | | | 45 | | % | | | | $ | 10,839 | | | | | 42 | | % | | | | | | | | | | | | |

| Asia | | | 10,361 | | | | | | 34 | | % | | | | 9,601 | | | | | | 37 | | % | | | | | | | | | | | | |

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

| Mexico | | | $ | 6,589 | | | | | 22 | | % | | | | $ | 5,059 | | | | | 19 | | % | | | | | | | | | | | | |

| China | | | 6,539 | | | | | | 22 | | % | | | | 6,146 | | | | | | 24 | | % | | | | | | | | | | | | |

| U.S. | | | 5,020 | | | | | | 17 | | % | | | | 3,690 | | | | | | 14 | | % | | | | | | | | | | | | |

| Brazil | | | 2,046 | | | | | | 7 | | % | | | | 2,022 | | | | | | 8 | | % | | | | | | | | | | | | |

| Other | | | 6,394 | | | | | | 20 | | % | | | | 6,028 | | | | | | 23 | | % | | | | | | | | | | | | |

| U.S. | | | 365 | | | | | | 16 | | % | | | | 354 | | | | | | 17 | | % |

| India | | | 96 | | | | | | 4 | | % | | | | 129 | | | | | | 6 | | % |

| Other | | | 495 | | | | | | 22 | | % | | | | 489 | | | | | | 23 | | % |

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

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

- our customers' ability to cancel or delay orders or change production quantities;

- our customers' decisions to choose internal manufacturing instead of outsourcing for their product requirements;

The increase in sales was notable in all three segments.

These increases were driven by a reduced impact from COVID-19 production pressures during the current year versus the prior year, coupled with new program wins, ramps, and clear-to-build improvement.

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.

Our net income totaled $1.0 billion, representing an increase of $0.1 billion, or 10%, compared to fiscal year 2022, due to the factors explained above along with lower income taxes in fiscal year 2023, offset by the absence of an approximate $150 million non-cash gain recorded in fiscal year 2022 related to certain tax credits in Brazil and higher interest expense in fiscal year 2023.

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

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.

As of March 31, [removed: 2023,] [added: 2024,] the outstanding amount in the highly liquid investment portfolio was [removed: $2.3] [added: $0.8] billion, the largest components of which were U.S. dollar, Indian rupee, Brazilian real and [removed: China renminbi] [added: Israeli shekel] denominated money market accounts with an average return of [removed: 6.0%.][added: 4.0%.]

As of March 31, [removed: 2023,] [added: 2024,] the approximate average fair value of our debt outstanding under our Notes due June 2025, February 2026, January 2028, June 2029, and May 2030 was [removed: 97.1%] [added: 98.3%] of the face value of the debt obligations based on broker trading prices in active markets.

The aggregate notional amount of outstanding contracts as of March 31, [removed: 2023] [added: 2024] amounted to [removed: $11.1] [added: $8.6] billion and the recorded fair values of the associated assets and liabilities were not material to the Company's consolidated financial position.

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

Based on our overall currency rate exposures as of March 31, [removed: 2023,] [added: 2024,] 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.

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A hypothetical 10% change in interest rates would not be expected to have a material effect on our financial position, results of operations and cash flows over the next fiscal year.

We had variable rate debt outstanding of approximately $0.6 billion as of March 31, 2023.

Variable rate debt obligations consisted of borrowings under our term loans.

Interest on these obligations is discussed in note 9 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data".

Our variable rate debt instruments create exposures for us related to interest rate risk.

In July 2017, the U.K.'s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced the publication cessation dates for all U.S. Dollar and non-U.S. Dollar LIBOR settings.

Most settings ceased at the end of December 2021 and the remaining U.S. Dollar settings (overnight and one-, three-, six- and twelve-month U.S. Dollar LIBOR) will cease at the end of June 2023.

Although significant progress has been made by regulators, industry bodies, and market participants to introduce and implement the Secured Overnight Financing Rate (“SOFR”) as a replacement rate for U.S. dollar LIBOR, there is no assurance that an alternative reference rate such as SOFR will achieve sufficient market acceptance when the publication of the principal tenors of U.S. Dollar LIBOR is discontinued, or that market participants will otherwise implement effective transitional arrangements to address that discontinuation.

Such failure to implement an alternative reference rate could result in widespread dislocation in the financial markets and volatility in the pricing of debt facilities negatively affecting our access to the borrowing of additional funds.

Furthermore, while contractual arrangements in connection with certain of our debt facilities contemplate the transition from LIBOR to an alternative reference rate (including SOFR), the consequences of such transition cannot be entirely predicted and could result in an increase in the cost of our borrowings on our variable rate debt, which could adversely impact our interest expense, results of operations, and cash flows.

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Flex is the [removed: diversified] [added: advanced, end-to-end] manufacturing partner of choice that helps market-leading brands design, [removed: build and] [added: build,] deliver [added: and manage] innovative products that improve the world.

Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, Flex supports [removed: the] [added: our customers'] entire product lifecycle with [removed: advanced manufacturing solutions and operates one] [added: a broad array] of [removed: the most trusted global supply chains.][added: services in every major region.]

Flex [removed: supports] [added: partners with customers across] a diverse set of industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and energy.

◦*Industrial*, including capital equipment, industrial devices, [added: embedded] and [added: critical power offerings, and] renewables and grid edge.

In fiscal year [removed: 2023,] [added: 2024,] our ten largest customers accounted for approximately [removed: 34%] [added: 37%] of net sales.

No customer accounted for greater than 10% of the Company's net sales in fiscal year [removed: 2023.][added: 2024.]

Flex believes that growth in the contract manufacturing services industry will [added: continue to] be driven by increased complexities in products, markets, and [removed: environmental, social, and governance ("ESG")] [added: sustainability] requirements.

[removed: In addition to the pandemic,] [added: Additionally,] rising global uncertainty over the past few years including trade and tariff issues, increasing geopolitical unrest, and severe labor shortages are creating further complexity.

We are seeing a global rebalancing in sourcing and [removed: producing] [added: production locations] to maximize resiliency and decrease time to market.

Businesses are being held to a much higher standard for how and where their products are sourced and produced, and, increasingly, how they are [added: serviced and] disposed.

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

Flex helps its customers responsibly [removed: design] [added: design, build, deliver] and [removed: build] [added: manage] products that create value and improve people’s lives.

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

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

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

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

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

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

We focus on companies that are leaders in their industry and value our superior capabilities in [removed: design, manufacturing,] [added: design] and [added: engineering,] supply [removed: chain] [added: chain, manufacturing, post-production and post-sale] services.

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

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

Flex provides [removed: design, manufacturing] [added: design] and [added: engineering,] supply [removed: chain] [added: chain, manufacturing, post-production and post-sale] services through a network of [removed: over] [added: approximately] 100 locations in approximately 30 countries across four continents.

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

We believe we have the broadest [removed: worldwide] product [removed: development] lifecycle [removed: solutions] [added: capabilities within every major region] in the industry, from concept design to [added: sourcing to] manufacturing to [removed: aftermarket] [added: delivery] and [removed: end of life services.][added: servicing through end-of-life.]

- *Global and regional scale*: Flex’s physical infrastructure includes [removed: over] [added: approximately] 100 facilities in approximately 30 countries, staffed by approximately [removed: 172,000] [added: 148,000] employees, providing customers with truly global scale and strategic geographic distribution capabilities to meet their market needs.

We offer global economies of scale in advanced materials and technology sourcing, manufacturing and [removed: after-market] [added: post-sale] services, as well as market-focused expertise and capabilities in design and engineering.

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

Across all of the key industries and markets in which Flex does business, [removed: the Company offers] [added: we offer] industry-leading global design [added: and engineering] services, with extensive product design [added: and] engineering resources that provide design services, product development, systems integration services, and solutions to satisfy a wide array of customer requirements, including:

Flex [removed: has established state-of-the art innovation hubs in the Americas, Asia and Europe, with] [added: provides] differentiated offerings and specialized [removed: services] [added: capabilities] in emerging technologies from edge AI and connectivity to sensors integration for specific industries and markets.

[removed: These innovation hubs offer customers geographically-focused centers of] [added: The Company’s] design [removed: services,] [added: and engineering services] help customers de-risk [removed: technologies,] [added: technology adoption,] develop products from concept to volume production and go to market in a rapid, cost effective and low risk manner.

Flex is exposed to different and, in some cases greater, potential liabilities from the various design [added: and engineering] services we provide than those we typically face in our core assembly and manufacturing services.

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

Our [removed: systems assembly and] manufacturing capabilities [added: and systems assembly] include enclosures, testing services, and materials procurement and inventory management.

[removed: The Flex company,] [added: At data center facilities,] Anord Mardix, [added: a Flex company,] offers [removed: an extensive product portfolio] [added: a broad array] of critical power [removed: solutions] [added: capabilities] including [added: building information modelling and pre-fabricated construction and turnkey installation of] switchgear, busway, power distribution and modular power systems, along with monitoring solutions and services.

[removed: This] [added: Our power] portfolio combined with our [removed: embedded power,] server and storage products, racks and enclosures and full systems assembly capability provides the opportunity for growth in the data center market.

We [removed: offer] [added: provide] a suite of integrated reverse [removed: logistics, repair] [added: logistics] and [removed: refurbishment solutions] [added: circular economy services] that use globally consistent processes, which help increase our customers' brand loyalty by improving turnaround times and raising end-customer satisfaction levels while significantly reducing the carbon footprint for our customers.

Our [removed: reverse logistics and repair solutions] [added: post-sale services] include returns management, [removed: exchange programs, complex repair,] [added: spare parts logistics,] asset recovery, [added: repair, refurbishment, warranty services,] recycling and e-waste management.

We [removed: provide repair expertise to] [added: service] multiple product lines such as consumer and midrange products, printers, smart phones, [added: audio devices,] consumer medical devices, notebook personal computers, [removed: set-top boxes, game consoles] [added: floorcare products,] and highly complex infrastructure products.

[removed: *Component Services.* We] [added: Through our 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.

We believe our global scale and regional capabilities are a significant competitive advantage, as customers increasingly require a broad range of [removed: manufacturing and supply chain] [added: product lifecycle] services [removed: and solutions] globally.

The Company's full suite of specialized capabilities includes design and engineering, supply chain, manufacturing, post-production and post-sale services.

As of March 31, 2024, as a result of the Spin-off (defined below) of Nextracker Inc. ("Nextracker"), formerly our subsidiary and Nextracker segment, in the fourth quarter of fiscal year 2024, Flex now reports its financial performance based on two operating and reportable segments as follows:

On January 2, 2024, the Company completed its previously announced spin-off of its remaining interests in Nextracker (the "Spin-off") to Flex shareholders on a pro-rata basis based on the number ordinary shares of Flex held by each shareholder of Flex (the “Distribution”) as of December 29, 2023, which was the record date of the Distribution, pursuant to the Agreement and Plan of Merger, dated as of February 7, 2023.

The historical financial results and financial position of our former Nextracker business, which was previously reported as a separate operating and reportable segment, are presented as discontinued operations in the consolidated statements of operations and balance sheets for all periods presented.

The historical statements of comprehensive income and cash flows and the balances related to stockholders’ equity have not been revised to reflect the effect of the Spin-off.

See note 7 "Discontinued Operations" to the consolidated financial statements in Item 8, “Financial Statements and Supplementary Data” for further information.

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For example, Flex has developed unique offerings for hyperscalers and co-locators for embedded and critical power solutions which, combined with our traditional data center contract manufacturing business, provide integrated end to end solutions for our customers.

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- *Time to market advantage*: Our deep vertical and cross-industry expertise, unique set of full product lifecycle capabilities, and global and regional presence accelerate the production of complex products for increasingly interconnected markets and provide customers with a time to market advantage.

- *End-to-end specialized services*: Our full range of services help customers optimize and streamline the product lifecycle and seamlessly design, build, deliver, and manage products at scale with increased quality, productivity and speed.

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help customers navigate complex, global supply chains.

*Manufacturing Services*.

*Post-production Services.* Through forward logistics and value-added fulfillment, including warehousing and vendor managed inventory, omni-channel fulfillment, kitting, configuration and postponement, Flex empowers customers to find the optimal route to market and deliver a seamless customer experience.

Our post-production services are tailored to customers from a wide range of industries that serve business-to-business and business-to-consumer markets.

*Post-sale Services*.

*Portfolio of Power Products*.

We offer an industry-leading, differentiated product portfolio of embedded and critical power solutions to help data center customers meet increasing power demands given the proliferation of Generative AI.

Our embedded power capabilities span power shelves, battery back-up units, capacitive energy storage systems featuring battery management systems using lithium-ion batteries, and DC/DC converters, helping customers address board and rack power density requirements.

Our embedded and critical power offerings enable greater efficiency, reduced latency, space and risk, and faster time to market.

We have a focused strategy on delivering value to customers through a comprehensive suite of product lifecycle capabilities, global and regional footprint, and vertical and cross-industry expertise.

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Examples include our expertise in power and compute technology.

For example, we leverage our experience in data center servers to support next-generation mobility applications in automotive.

Our expertise in power applications is helping customers across applications in our Industrial, Automotive, and CEC customers.

We offer a range of manufacturing services and capabilities in close proximity to vertically integrate the manufacturing process and offer additional value to our customers.

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| Americas | | | 58,251 | | |

| Asia | | | 60,091 | | |

| Europe | | | 29,773 | | |

| Total | | | 148,115 | | |

In response to the remaining effects of the COVID-19 pandemic, we maintained our resiliency framework and calibrated plans as outbreak risk diminished to assure the health and safety of our workforce.

We continuously monitored site incidents and local trends and adjusted protocols to address real-time local conditions.

We also continued SheLeads,

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In addition, Environment & Energy Leader Awards recognized the Flex Supplier Greenhouse Gas Emissions Reduction Program as a Top Project of the Year.

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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.

As of March 31, 2023, Flex's three operating and reportable segments were as follows:

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

Nextracker's products enable solar panels to follow the sun’s movement across the sky and optimize plant performance.

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)

Nextracker provides solar tracker technologies that optimize and increase energy production while reducing costs for significant plant return on investment.

Additionally, with regards to 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.

- *Time to market advantage*: Our sophisticated supply chain management tools and expertise allow us to provide customers with access to real-time information that increases visibility and reduces risk throughout the entire product lifecycle.

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

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

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

*Systems Assembly and Manufacturing*.

boards and complex electromechanical components.

*Power Solutions*.

We offer a full-service power supply business that provides a range of solutions from custom to highly scalable system solutions.

We have expertise in high efficiency and high-density switching power supplies ranging from 1 to 3,000 watts.

Our product portfolio includes chargers for smartphones and tablets, adapters for notebooks and gaming systems, and power supplies for the server, storage, and networking markets.

*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.

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, Nextracker's tracker products and software solutions offer significant return on investment (“ROI”).

Single axis solar trackers generate up to 25% more energy than projects that use fixed-tilt systems that do not track the sun.

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.

Nextracker's tightly-integrated software solutions use advanced algorithms and artificial intelligence technologies to optimize the performance and capabilities of its tracker products.

*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.

The Company's suite of services is tailored to customers operating in the computing, consumer digital, infrastructure, industrial, mobile, automotive and healthcare industries.

*Circular Economy Solutions*.

We also compete in the solar industry with Nextracker's specialized tracker solutions and we believe the principal factors that drive competition in this market include established track record of product performance; system energy yield; software

capabilities; product features; total cost of ownership and return on investment; reliability; customer support; product warranty terms; services; supply chain and logistics capabilities; and vendor financial strength and stability.

We believe Nextracker is extremely competitive with regard to all of these factors.

We have a focused strategy on delivering value to customers through manufacturing technology, a trusted supply chain, a broad array of services, and domain expertise.

*Trusted Resilient Supply Chain*.

We believe we are well-positioned to grow faster than the industry average.

Examples include hyperscale datacenters, electrification and next generation mobility, human machine interface, and internet of things ("IoT").

*Innovative and Reliable Tracker Solutions.* Nextracker's solar trackers provide high levels of performance and operability and improve over time through software enhancements when coupled with our software solutions.

The benefits of Nextracker's solutions include increased energy yield performance, superior constructability, reliability, ease of maintenance, and advanced software and sensor capabilities.

| Americas | | | 69,755 | | |

For the fiscal year ended March 31, [removed: 2023][added: 2024]

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

[removed: Registrant's] [added: (Registrant's] telephone number, including area [removed: code][added: code)]

Securities registered pursuant to Section 12(g) of the [removed: Act—NONE][added: Act: NONE]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [removed: Exchange] Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

As of September [removed: 30, 2022,] [added: 29, 2023,] the aggregate market value of the Company's ordinary shares held by non-affiliates of the registrant was approximately [removed: $7.6] [added: $11.8] billion based upon the closing sale price as reported on the Nasdaq Global Select Market.

| Class | | | | | | Outstanding at May [removed: 12, 2023] [added: 10, 2024] | | |

| Ordinary Shares, No Par Value | | | | | | [removed: 444,493,546] [added: 401,640,807] | | |

| Proxy Statement to be delivered to shareholders in connection with the Registrant's [removed: 2023] [added: 2024] Annual General Meeting of Shareholders | | | | | | Part III | | |

| | | | [Forward-Looking [removed: Statements](#i3d38fd2c8aa64a57b87fe9f68df801b4_13)] [added: Statements](#i13ad8f73759649629ba50af83604abbf_13)] | | | [removed: [3](#i3d38fd2c8aa64a57b87fe9f68df801b4_13)] [added: [3](#i13ad8f73759649629ba50af83604abbf_13)] | | |

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For the transition period from to

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

| [PART I](#i13ad8f73759649629ba50af83604abbf_13) | | | | | | | | |

| [Item](#i13ad8f73759649629ba50af83604abbf_549755815929) [1C.](#i13ad8f73759649629ba50af83604abbf_549755815929) | | | [Cybersecurity](#i13ad8f73759649629ba50af83604abbf_549755815929) | | | [32](#i13ad8f73759649629ba50af83604abbf_549755815929) | | |

| [PART II](#i13ad8f73759649629ba50af83604abbf_64) | | | | | | | | |

| [PART III](#i13ad8f73759649629ba50af83604abbf_211) | | | | | | | | |

| [PART IV](#i13ad8f73759649629ba50af83604abbf_229) | | | | | | | | |

| [Exhibit Index](#i13ad8f73759649629ba50af83604abbf_232) | | | | | | [103](#i13ad8f73759649629ba50af83604abbf_232) | | |

| [Signatures](#i13ad8f73759649629ba50af83604abbf_235) | | | | | | [107](#i13ad8f73759649629ba50af83604abbf_235) | | |

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

[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) | | |

Risk Management and Strategy

Our cybersecurity risk management program is intended to protect the confidentiality, integrity, and availability of our critical information technology (“IT”) systems and information.

Our program is integrated into, and among the risks evaluated and considered by, our broader enterprise risk management program, which is designed to identify, assess, prioritize and mitigate risks across the organization to enhance our resilience and support the achievement of our strategic objectives.

We designed and assess our cybersecurity risk management program based on multiple cybersecurity frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework, as well as information security standards issued by the International Organization for Standardization, including ISO 27001, which we use as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our global information security management program is ISO 27001:2013 certified.

Our cybersecurity risk management program is led by our Chief Information Security Officer (“CISO”), who manages our security team principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our detection and response to cybersecurity incidents.

Our program includes protocols for preventing, detecting and responding to cybersecurity incidents, and cross-functional coordination and governance of business continuity and disaster recovery plans.

Components of our program include:

- risk assessments designed to help identify cybersecurity threats to our critical IT systems, information, and our broader enterprise IT environment;

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

- the periodic engagement of independent security firms and other third-party experts, where appropriate, to assess, test, and certify components of our cybersecurity program, and to otherwise assist with aspects of our cybersecurity processes and controls;

- annual cybersecurity awareness training for our employees;

- regular assessments of the design and operational effectiveness of the program’s key processes and controls by our internal audit team as well as external consultants; and

- a risk management process for third-party service providers and vendors that includes due diligence in the selection process and periodic monitoring regarding adherence to applicable cybersecurity standards.

We also have a cybersecurity incident response plan to assess and manage cybersecurity incidents, which includes escalation procedures based on the nature and severity of the incident including, where appropriate, escalation to the Audit Committee and the Board.

We periodically (at least annually) perform tabletop exercises to test our incident response procedures, identify gaps and improvement opportunities and exercise team preparedness.

As part of our overall risk mitigation strategy, we maintain insurance coverage that is intended to address certain aspects of cybersecurity risks; however, such insurance may not be sufficient in type or amount to cover us against claims related to cybersecurity breaches, cyberattacks and other related breaches.

As of the date of this report, we do not believe that any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations or financial condition.

Despite our security measures, however, there can be no assurance that we, or third parties with which we interact, will not experience a cybersecurity incident in the future that will materially affect us.

For more information on our cybersecurity related risks, see Item IA,, “Risk Factors - “*A breach of our IT or physical security systems, or violation of data privacy laws, may cause us to incur significant legal and financial exposure and adversely affect our operations.*”

Governance

The Audit Committee of our Board of Directors has primary responsibility for overseeing our cybersecurity risks and other information technology risks, including our plans to mitigate cybersecurity risks and to respond to data breaches.

The Audit Committee receives regular reports (at least quarterly) from our CISO and our Chief Information Officer (“CIO”) on cybersecurity matters.

These reports include a range of topics, including our cybersecurity risk profile, the current cybersecurity and emerging threat landscape, the status of ongoing cybersecurity initiatives, incident reports, and the results of internal and external assessments of our information systems.

The Audit Committee also annually reviews the adequacy and effectiveness of our information and technology security policies and the internal controls regarding information and technology security and cybersecurity, and periodically receives updates from our internal audit function on the results of our cybersecurity audits and related mitigation activities.

The Chair of the Audit Committee reports to the full Board on these discussions as appropriate.

The full Board also receives briefings from our CISO and CIO on cybersecurity matters twice annually.

In addition, Board members periodically receive presentations on cybersecurity matters from external experts as part of the Board’s continuing education and overall risk oversight.

At the management level, our CISO leads our enterprise-wide cybersecurity program, and is responsible for assessing and managing our materials risks from cybersecurity threats.

In performing his role, our CISO is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents through the management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.

Our CISO reports to our CIO who, in turn, reports directly to our CEO.

Our CISO is an experienced cybersecurity executive with more than 20 years of experience building and leading cybersecurity, risk management, and information technology teams.

Our CISO holds industry-recognized cybersecurity certifications, including Certified Information Systems Security Professional (CISSP) certification.

As of March 31, [removed: 2023,] [added: 2024,] the square footage of our facilities by region is as follows:

(1)Consists of [removed: 20.7] [added: 21.6] million square feet in facilities that we own with the remaining [removed: 26.2] [added: 25.1] million square feet in leased facilities.

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

| Asia | | | | | | | | | | | | | | | 19.7 | | |

| Americas | | | | | | | | | | | | | | | 15.8 | | |

| Europe | | | | | | | | | | | | | | | 11.2 | | |

| Total (1) | | | | | | | | | | | | | | | 46.7 | | |

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

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

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

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

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

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

As of May [removed: 12, 2023,] [added: 10, 2024,] there were [removed: 2,847] [added: 2,821] holders of record of our ordinary shares.

We currently do not have plans to pay any cash dividends in fiscal year [removed: 2024.][added: 2025.]

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: 2018] [added: 2019] and reflects the annual return through March 31, [removed: 2023,] [added: 2024,] assuming dividend reinvestment.

[removed: ][added: ]

Copyright [removed: 1980-2023.][added: 1980-2024.]

The following table provides information regarding purchases of our ordinary shares made by us for the period from January 1, [removed: 2023] [added: 2024] through March 31, [removed: 2023.][added: 2024.]

(1) During the period from January 1, [removed: 2023] [added: 2024] through March 31, [removed: 2023,] [added: 2024,] all purchases were made pursuant to the program discussed below in open market transactions.

(2) On August [removed: 25, 2022,] [added: 2, 2023,] our Board of Directors authorized repurchases of our outstanding ordinary shares for up to [removed: $1.0] [added: $2.0] billion.

As of March 31, [removed: 2023,] [added: 2024,] shares in the aggregate amount of [removed: $893 million] [added: $1.0 billion] were available to be repurchased under the current plan.

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

| | | | 3/19 | | | | | | 3/20 | | | | | | 3/21 | | | | | | 3/22 | | | | | | 3/23 | | | | | | 3/24 | | |

| Flex Ltd. | | | 100.00 | | | | | | 83.75 | | | | | | 183.10 | | | | | | 185.50 | | | | | | 230.10 | | | | | | 379.54 | | |

| S&P 500 Index | | | 100.00 | | | | | | 93.02 | | | | | | 145.44 | | | | | | 168.20 | | | | | | 155.20 | | | | | | 201.57 | | |

| Peer Group | | | 100.00 | | | | | | 84.67 | | | | | | 163.15 | | | | | | 184.77 | | | | | | 254.99 | | | | | | 403.96 | | |

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

| January 1 - February 2, 2024 | | | | | | 7,817,510 | | | | | | $ | 23.58 | | | | | 7,817,510 | | | | | | $ | 1,345,691,848 | |

| February 3 - March 1, 2024 | | | | | | 6,306,583 | | | | | | $ | 27.11 | | | | | 6,306,583 | | | | | | $ | 1,174,692,742 | |

| March 2 - March 31, 2024 | | | | | | 5,641,778 | | | | | | $ | 28.71 | | | | | 5,641,778 | | | | | | $ | 1,012,693,933 | |

| Total | | | | | | 19,765,871 | | | | | | | | | | | | 19,765,871 | | | | | | | | |

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

[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 | | |

| 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 | | | | | | | | |

To the [added: Shareholders and] Board of Directors [removed: and Shareholders] of Flex Ltd., Singapore

We have audited the accompanying consolidated balance sheets of Flex Ltd. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of March 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and [removed: shareholders'] [added: shareholders’] equity, and cash flows for each of the three years in the period ended March 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on the criteria established in *Internal Control-Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May [removed: 19, 2023,] [added: 17, 2024] expressed an unqualified opinion on the Company's internal control over financial reporting.

Revenue - [removed: Customer Contracts] [added: Variable Consideration] and [removed: Related Obligations] [added: Associated Customer-Related Accruals for Pricing Adjustments] - Refer to Notes 2 and 4 to the [removed: financial statements][added: Financial Statements]

Certain of the Company’s customer agreements include potential price adjustments which [removed: are accounted for as] [added: may result in] variable [removed: consideration under the relevant accounting literature.][added: consideration.]

[removed: For arrangements that include potential price adjustments the] [added: The] Company [removed: limits the amount] [added: recognizes estimates] of [removed: revenue recognized to] [added: this variable consideration] that [removed: amount which is] [added: are] not [removed: probable of] [added: expected to result in a] significant [removed: reversal, considering] [added: revenue reversal in the future, primarily based on the amount of] potential refunds required by the contract, historical experience and other surrounding facts and circumstances.

[removed: For these reasons we identified the measurement of] [added: Our audit procedures related to] variable consideration and [removed: the] associated [removed: customer-related] [added: customer related] accruals [removed: as a critical audit matter.][added: for pricing adjustments included the following, among others:]

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

[removed: - We] [added: –We] obtained and tested the mathematical accuracy of the Company’s calculations of customer related accruals and evaluated the Company’s judgments regarding the amount of variable consideration that should be deferred.

This required a [removed: high] [added: higher] degree of auditor judgment and an increased extent of effort, including the need to involve [removed: professionals having expertise in consolidation accounting,] [added: our income tax specialists,] when performing audit procedures to evaluate [added: the reasonableness of] management’s [removed: judgments and conclusions.][added: forecasts of sufficient future taxable income.]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

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

| Accounts receivable, net of allowance for doubtful accounts | | | [removed: 3,739] [added: 3,033] | | | | | | [removed: 3,371] [added: 3,480] | | |

| Contract assets | | | [removed: 541] [added: (41)] | | | | | | [removed: 519] [added: (27)] | | | [added: | | | (226) | | |]

| Other current assets | | | [removed: 917] | | | | | | [removed: 903] | | | [added: 42 | | |]

| Total current assets | | | [removed: 16,021] [added: 12,992] | | | | | | [removed: 14,337] [added: 16,033] | | |

| Property and equipment, net | | | [removed: 2,349] | | | | | | [removed: 2,125] | | | [added: $ | 7 | |]

| Operating lease right-of-use assets, net | | | [removed: 608] | | | | | | [removed: 637] | | | [added: 3 | | |]

| Other intangible assets, net | | | [removed: 316] | | | | | | [removed: 411] | | | [added: 1 | | |]

| [removed: LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST] [added: LIABILITIES] AND SHAREHOLDERS' EQUITY | | | | | | | | | | | |

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

| Accounts payable | | | [removed: 5,930] | | | | | | [removed: 6,254] | | | [added: $ | 206 | |]

| Deferred revenue and customer working capital advances | | | [removed: 3,143] | | | | | | [removed: 2,002] | | | [added: 188 | | |]

| Other current liabilities | | | [removed: 1,110] | | | | | | [removed: 1,036] | | | [added: 103 | | |]

| Total current liabilities | | | [removed: 10,855] [added: 8,539] | | | | | | [removed: 10,711] [added: 10,867] | | |

| Long-term debt, net of current portion | | | [removed: 3,691] [added: 3,261] | | | | | | [removed: 3,248] [added: 3,544] | | |

| Operating lease liabilities, non-current | | | [removed: 506] | | | | | | [removed: 551] | | | [added: 2 | | |]

| Ordinary shares, no par value; 1,500,000,000 authorized, [removed: 500,362,046] [added: 408,101,772] and [removed: 510,799,667] [added: 500,362,046] issued, and [removed: 450,122,691] [added: 408,101,772] and [removed: 460,560,312] [added: 450,122,691] outstanding as of March 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 6,493] [added: 5,074] | | | | | | [removed: 6,052] [added: 6,493] | | |

| Treasury stock, at cost; [added: zero and] 50,239,355 shares as of March 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: (388)] [added: —] | | | | | | (388) | | |

| Accumulated [removed: deficit] [added: earnings (deficit)] | | | [removed: (560)] [added: 446] | | | | | | [removed: (1,353)] [added: (560)] | | |

| Accumulated other comprehensive loss | | | [removed: (194)] [added: (195)] | | | | | | [removed: (182)] [added: (194)] | | |

| Total Flex Ltd. shareholders' equity | | | [removed: 5,351] [added: 5,325] | | | | | | [removed: 4,129] [added: 5,351] | | |

| Noncontrolling interest [added: of discontinued operations] | | | [removed: 355] [added: —] | | | | | | [removed: —] [added: 355] | | |

| Total shareholders' equity | | | [removed: 5,706] [added: 5,325] | | | | | | [removed: 4,129] [added: 5,706] | | |

| Total [removed: liabilities, redeemable noncontrolling interest] [added: liabilities] and shareholders' equity | | | $ | [removed: 21,395] [added: 18,257] | | | | | $ | [removed: 19,325] [added: 21,407] | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cost of sales | | | [removed: 28,058] [added: $] | [added: 28] | | | | | [removed: 24,094] [added: $] | [added: 24] | | | | | [removed: 22,349] [added: $] | [added: 23] | |

| Restructuring charges | | | [removed: 23] [added: 20] | | | | | | [removed: 15] [added: 4] | | | | | | [removed: 88] [added: —] | | |

| Selling, general and administrative expenses | | | [removed: 995] [added: 85] | | | | | | [removed: 892] [added: 77] | | | | | | [removed: 817] [added: 65] | | |

These price adjustments include committed price reductions, material margins earned over the period that are contractually required to be paid to the customers, and other periodic pricing resets that may be refundable to customers.

We identified the recognition of variable consideration and the associated customer-related accruals for pricing adjustments as a critical audit matter due to the judgments necessary to determine when estimates of this variable consideration are no longer expected to result in a significant revenue reversal in the future.

This required extensive audit effort and a higher degree of auditor judgment when performing audit procedures to evaluate the reasonableness of the variable consideration and associated customer-related accruals for pricing adjustments.

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

Income Taxes - US Valuation Allowance - Refer to Note 15 to the Financial Statements

The Company records income taxes under the asset and liability method, whereby deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The carrying amounts of deferred tax assets are reduced by a valuation allowance if, based on the available evidence, it is not more likely than not that such assets will be realized.

The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the deferred tax assets.

During fiscal year 2024, the Company determined it was more likely than not that the U.S. deferred tax assets are realizable.

As a result, the Company released the valuation allowance related to these deferred tax assets of $461 million and recorded a corresponding net income tax benefit.

We identified as a critical audit matter management’s determination that the positive evidence of the three-year trend of objective and verifiable taxable income and forecasts of continued taxable income outweighed the negative evidence of historical losses and volatility because of the judgment required by management to determine forecasted taxable income.

Our audit procedures related to management’s determination that in the current year it was more likely than not that the U.S. deferred tax assets will be realized in the future included the following, among others:

- We tested the effectiveness of management's controls over their analysis to conclude it is more likely than not that sufficient future taxable income will be generated to realize the deferred tax assets.

- With the assistance of our tax specialists, we performed the following:

–Tested the accuracy of historical taxable income used in the analysis.

–Evaluated management's assessment and weighting of the objective three-year trend of taxable income and forecasts of continued taxable income against the historical losses and volatility to conclude if a valuation allowance was necessary.

–Tested the projection of future realization of the deferred tax assets, including the application of tax laws to determine the sufficiency of future projected taxable income prior to expiration of the deferred tax assets.

–Evaluated whether the estimates of future taxable income were consistent with evidence obtained in other areas of the audit.

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

| | | | 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | 2,474 | | | | | $ | 3,164 | |

| Inventories | | | 6,205 | | | | | | 7,388 | | |

| Current assets of discontinued operations | | | — | | | | | | 883 | | |

| Operating lease right-of-use assets, net | | | 601 | | | | | | 605 | | |

| Goodwill | | | 1,135 | | | | | | 1,139 | | |

| Other non-current assets | | | 1,015 | | | | | | 490 | | |

| Non-current assets of discontinued operations | | | — | | | | | | 483 | | |

| Accrued payroll and benefits | | | 488 | | | | | | 506 | | |

| Deferred revenue and customer working capital advances | | | 2,615 | | | | | | 2,955 | | |

| Current liabilities of discontinued operations | | | — | | | | | | 513 | | |

| Operating lease liabilities, non-current | | | 490 | | | | | | 504 | | |

| Other non-current liabilities | | | 642 | | | | | | 554 | | |

| Non-current liabilities of discontinued operations | | | — | | | | | | 232 | | |

[Table](#i13ad8f73759649629ba50af83604abbf_7) [of Content](#i13ad8f73759649629ba50af83604abbf_7)[s](#i13ad8f73759649629ba50af83604abbf_7)

| Net sales | | | $ | 26,415 | | | | | $ | 28,502 | | | | | $ | 24,633 | |

| Gross profit | | | 1,865 | | | | | | 1,976 | | | | | | 1,780 | | |

| Selling, general and administrative expenses | | | 922 | | | | | | 874 | | | | | | 830 | | |

| Operating income | | | 853 | | | | | | 1,017 | | | | | | 890 | | |

| Interest expense | | | 207 | | | | | | 230 | | | | | | 166 | | |

| Other charges (income), net | | | 44 | | | | | | 6 | | | | | | (165) | | |

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

Auditing the Company’s estimates of variable consideration required extensive audit effort and a high degree of auditor judgment.

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

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

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.

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.

May 19, 2023

| Inventories | | | 7,530 | | | | | | 6,580 | | |

| Goodwill | | | 1,343 | | | | | | 1,342 | | |

| Other assets | | | 758 | | | | | | 473 | | |

| Total assets | | | $ | 21,395 | | | | | $ | 19,325 | |

| Accrued payroll | | | 522 | | | | | | 470 | | |

| Other liabilities | | | 637 | | | | | | 608 | | |

| Total liabilities | | | 15,689 | | | | | | 15,118 | | |

| Redeemable noncontrolling interest | | | — | | | | | | 78 | | |

| Net sales | | | $ | 30,346 | | | | | $ | 26,041 | | | | | $ | 24,124 | |

| Gross profit | | | 2,265 | | | | | | 1,932 | | | | | | 1,687 | | |

| Operating income | | | 1,184 | | | | | | 972 | | | | | | 795 | | |

| Income before income taxes | | | 974 | | | | | | 1,045 | | | | | | 714 | | |

| Basic | | | $ | 1.75 | | | | | $ | 1.97 | | | | | $ | 1.23 | |

| Diluted | | | $ | 1.72 | | | | | $ | 1.94 | | | | | $ | 1.21 | |

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

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

| BALANCE AT MARCH 31, 2020 | | | $ | — | | | | | | | | 497 | | | $ | 5,948 | | $ | (2,902) | | $ | (82) | | $ | (133) | | $ | (215) | | $ | 2,831 | | $ | — | | $ | 2,831 | |

| Net income | | | $ | 1,033 | | | | | $ | 936 | | | | | $ | 613 | |

| Cash and cash equivalents, end of year | | | $ | 3,294 | | | | | $ | 2,964 | | | | | $ | 2,637 | |

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.

As of March 31, 2023, Flex's three operating and reportable segments were as follows:

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

Nextracker's products enable solar panels to follow the sun’s movement across the sky and optimize plant performance.

The Company also provides intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world.

Nextracker Inc. Initial Public Offering

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: 2023.][added: 2024.]

Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, [removed: 2023,] [added: 2024,] 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 [removed: officer] [added: Officer] and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

The effectiveness of the Company's internal control over financial reporting as of March 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

To the [added: Shareholders and the] Board of Directors [removed: and the Shareholders] of Flex Ltd., Singapore

We have audited the internal control over financial reporting of Flex Ltd. and subsidiaries (the "Company") as of March 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] of the [removed: Company] [added: Company,] and our report dated May [removed: 19, 2023,] [added: 17, 2024] expressed an unqualified opinion on those financial statements.

Because of its inherent limitations, internal control over financial [removed: reporting,] [added: reporting] may not prevent or detect misstatements.

May 17, 2024

May 19, 2023

Insider Trading Arrangements

During the fiscal quarter ended March 31, 2024, the officer listed below adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

On March 5, 2024, Paul R.

Lundstrom, Chief Financial Officer, adopted a trading plan that provides for the sale of up to 200,000 ordinary shares of the Company.

The plan will terminate on June 13, 2024, subject to early termination for certain specified events set forth in the plan.

No other officers or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as those terms are defined in Regulation S-K, Item 408, during the fiscal quarter ended March 31, 2024.

Not applicable.

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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual General Meeting of Shareholders.

| [removed: [3.01](http://www.sec.gov/Archives/edgar/data/866374/000086637419000013/flex-exx301x9272019.htm)] [added: [3.01](https://www.sec.gov/Archives/edgar/data/866374/000086637419000013/flex-exx301x9272019.htm)] | | | | | | Constitution of the Registrant (incorporating all amendments as at August 20, 2019) | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/30/2019 | | | | | | 3.01 | | | | | | | | |

| [removed: [4.01](http://www.sec.gov/Archives/edgar/data/866374/000110465915044024/a15-12952_4ex4d1.htm)] [added: [4.01](https://www.sec.gov/Archives/edgar/data/866374/000110465915044024/a15-12952_4ex4d1.htm)] | | | | | | Indenture, dated as of June 8, 2015, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | 6/8/2015 | | | | | | 4.1 | | | | | | | | |

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

| [removed: [4.03](http://www.sec.gov/Archives/edgar/data/866374/000104746915007450/a2225866zex-4_04.htm)] [added: [4.03](https://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 | | | | | | | | |

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

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

| [removed: [4.06](http://www.sec.gov/Archives/edgar/data/866374/000110465919034315/a19-11177_1ex4d2.htm#EXHIBIT4_2_112841)] [added: [4.06](https://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 4.05) | | | | | | 8-K | | | | | | 000-23354 | | | | | | 6/6/2019 | | | | | | 4.3 | | | | | | | | |

| [removed: [4.07](http://www.sec.gov/Archives/edgar/data/866374/000110465919061133/tm1920918d4_ex4-3.htm)] [added: [4.07](https://www.sec.gov/Archives/edgar/data/866374/000110465919061133/tm1920918d4_ex4-3.htm)] | | | | | | Second Supplemental Indenture, dated as of November 7, 2019, by and between the Company and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 000-23354 | | | | | | 11/7/2019 | | | | | | 4.3 | | | | | | | | |

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

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

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

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/0000866374/000110465920096092/tm2024912d5_ex4-3.htm)] [added: [4.12](https://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 | | | | | | | | |

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

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

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

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/866374/000110465922125181/tm2217805d6_ex4-2.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/866374/000110465922125181/tm2217805d6_ex4-2.htm)] | | | | | | Form of 6.000% Global Note due 2028 (included in Exhibit 4.15) | | | | | | 8-K | | | | | | 000-23354 | | | | | | 12/7/2022 | | | | | | 4.3 | | | | | | | | |

| [removed: [4.17](http://www.sec.gov/Archives/edgar/data/0000866374/000086637420000009/flex-exx4143312020.htm)] [added: [4.17](https://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/866374/000086637422000045/axflexxex1001creditagreeme.htm)] [added: [10.01](https://www.sec.gov/Archives/edgar/data/866374/000086637422000045/axflexxex1001creditagreeme.htm)] | | | | | | Credit Agreement, dated as of 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 | | | | | | 7/22/2022 | | | | | | 10.01 | | | | | | | | |

| [removed: [10.02](http://www.sec.gov/Archives/edgar/data/0000866374/000095013409011144/d66616exv10w01.htm)] [added: [10.02](https://www.sec.gov/Archives/edgar/data/0000866374/000095013409011144/d66616exv10w01.htm)] | | | | | | Form of Indemnification Agreement between the Registrant and its Directors and certain officers† | | | | | | 10-K | | | | | | 000-23354 | | | | | | 5/20/2009 | | | | | | 10.01 | | | | | | | | |

| [removed: [10.03](http://www.sec.gov/Archives/edgar/data/866374/000095013409011144/d66616exv10w02.htm)] [added: [10.03](https://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: [10.05](http://www.sec.gov/Archives/edgar/data/0000866374/000130817920000251/lflex2020_def14a.htm#lflexa095)] [added: [10.04](https://www.sec.gov/ix?doc=/Archives/edgar/data/866374/000130817923000899/lflex2023_def14a.htm)] | | | | | | Flex Ltd. Amended and Restated 2017 Equity Incentive Plan† | | | | | | DEF 14A | | | | | | 000-23354 | | | | | | [removed: 6/26/2020] [added: 6/21/2023] | | | | | | Annex [removed: A] [added: B] | | | | | | | | |

| [removed: [10.06](http://www.sec.gov/Archives/edgar/data/866374/000086637417000012/exhibit1005.htm)] [added: [10.05](https://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 [removed: awards†] [added: awards (FY21)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 10/30/2017] [added: 8/5/2020] | | | | | | [removed: 10.05] [added: 10.02] | | | | | | | | |

| [removed: [10.07](http://www.sec.gov/Archives/edgar/data/866374/000086637420000012/flex-exx1002x6282020.htm)] [added: [10.06](https://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 [removed: time-based] [added: performance-based] vesting awards [added: (20-day trading average)] (FY21)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 8/5/2020 | | | | | | [removed: 10.02] [added: 10.03] | | | | | | | | |

| [removed: [10.08](http://www.sec.gov/Archives/edgar/data/866374/000086637420000012/flex-exx1003x6282020.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/866374/000086637423000058/flex-exx1003x6302023.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: (FY24)†] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 8/5/2020] [added: 7/31/2023] | | | | | | 10.03 | | | | | | | | |

| [removed: [10.09](http://www.sec.gov/Archives/edgar/data/866374/000086637421000043/flex-exx1002x722021.htm)] [added: [10.07](https://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: [10.10](http://www.sec.gov/Archives/edgar/data/866374/000086637422000052/flex-exx1003x712022.htm)] [added: [10.08](https://www.sec.gov/Archives/edgar/data/866374/000086637422000052/flex-exx1003x712022.htm)] | | | | | | Form of Restricted Share Unit Award Agreement under the Amended and Restated Flex Ltd. 2017 Equity Incentive Plan for performance-based vesting awards (FY23)† | | | | | | 10-Q | | | | | | [removed: 000-23354] [added: 000.23354] | | | | | | 7/29/2022 | | | | | | 10.03 | | | | | | | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/866374/000086637422000074/flex-exx1002x9302022.htm)] [added: [10.09](https://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 [removed: Directors†] [added: Directors †] | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/31/2022 | | | | | | 10.02 | | | | | | | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/866374/000095012310100203/c07568exv10w04.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/866374/000095012310100203/c07568exv10w04.htm)] | | | | | | 2010 Flextronics International USA, Inc. Deferred Compensation Plan† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 11/3/2010 | | | | | | 10.04 | | | | | | | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1001x1012021.htm)] [added: [10.12](https://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 | | | | | | | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1002x1012021.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1002x1012021.htm)] | | | | | | Second Amendment to Flex 2010 Deferred Compensation Plan, dated August 16, 2019† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/29/2021 | | | | | | 10.02 | | | | | | | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1003x1012021.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/866374/000086637421000062/flex-exx1003x1012021.htm)] | | | | | | Third Amendment to Flex 2010 Deferred Compensation Plan, dated June 3, 2020† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/29/2021 | | | | | | 10.03 | | | | | | | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/866374/000110465912052187/a12-13513_1ex10d01.htm)] [added: [10.15](https://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: [10.17](http://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d02.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d02.htm)] | | | | | | Form of 2010 Deferred Compensation Plan Award Agreement (performance targets, cliff vesting)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 8/2/2013 | | | | | | 10.02 | | | | | | | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d03.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/866374/000110465913059063/a13-15132_1ex10d03.htm)] | | | | | | Form of 2010 Deferred Compensation Plan Award Agreement (non-performance, periodic vesting, continuing Participant)† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 8/2/2013 | | | | | | 10.03 | | | | | | | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/866374/000110465914054018/a14-16160_1ex10d01.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/866374/000110465914054018/a14-16160_1ex10d01.htm)] | | | | | | Award Agreement under the 2010 Deferred Compensation Plan† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 7/28/2014 | | | | | | 10.01 | | | | | | | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/866374/000086637421000019/flex-exx1002x12312020.htm)] [added: [10.19](https://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: [10.21](http://www.sec.gov/Archives/edgar/data/866374/000086637417000012/flex-exx1002x92917.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/866374/000086637417000012/flex-exx1002x92917.htm)] | | | | | | Summary of Directors' Compensation† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | 10/30/2017 | | | | | | 10.02 | | | | | | | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/866374/000086637422000052/flex-exx1002x712022.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/866374/000086637423000058/flex-exx1002x6302023.htm)] | | | | | | Summary of Compensation Arrangements of Certain Executive Officers of Flex Ltd.† | | | | | | 10-Q | | | | | | 000-23354 | | | | | | [removed: 7/29/2022] [added: 7/31/2023] | | | | | | 10.02 | | | | | | | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/866374/000095012310073135/c04350exv10w06.htm)] [added: [9](https://www.sec.gov/Archives/edgar/data/866374/000086637424000021/flex-exx9701_3312024.htm)[7.01](https://www.sec.gov/Archives/edgar/data/866374/000086637424000021/flex-exx9701_3312024.htm)] | | | | | | Executive Incentive Compensation Recoupment [removed: Policy†] [added: Policy] | | | | | | [removed: 10-Q] | | | | | | [removed: 000-23354] | | | | | | [removed: 8/5/2010] | | | | | | [removed: 10.06] | | | | | | [added: X] | | |

| [10.28](https://www.sec.gov/Archives/edgar/data/866374/000086637424000005/flex-8xkexh102taxmattersag.htm) | | | | | | Tax Matters Agreement, by and among Flex Ltd., Yuma, Inc., and Nextracker Inc., dates as of January 2, 2024 | | | | | | 8-K | | | | | | 000-23354 | | | | | | 1/2/2024 | | | | | | 10.2 | | | | | | | | |

| [1](https://www.sec.gov/Archives/edgar/data/866374/000086637424000021/flex-exx1901_3312024.htm)[9.01](https://www.sec.gov/Archives/edgar/data/866374/000086637424000021/flex-exx1901_3312024.htm) | | | | | | Insider Trading Policy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [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 | | | | | | | | |

| [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 | | | | | | | | |

| [10.31](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/ MARC A. ONETTO | | | | | | Director | | | | | | May 19, 2023 | | |

| Marc A. Onetto | | | | | | | | | | | | | | |