Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Flex Ltd., Singapore

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheet of Flex Ltd. and its subsidiaries (the “Company”) as of December 31, 2024, the related condensed consolidated statements of operations, comprehensive income, noncontrolling interest and shareholders’ equity for the three-month and nine-month periods ended December 31, 2024 and December 31, 2023, the condensed consolidated statement of cash flows for the nine-month periods ended December 31, 2024 and December 31, 2023, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of March 31, 2024 and the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 17, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2024 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ DELOITTE & TOUCHE LLP
San Jose, California
January 31, 2025

FLEX LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of December 31, 2024As of March 31, 2024
(In millions, except share amounts) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$2,313$2,474
Accounts receivable, net of allowance of $9 and $12, respectively3,3823,033
Contract assets633249
Inventories5,2706,205
Other current assets1,1581,031
Total current assets12,75612,992
Property and equipment, net2,2412,269
Operating lease right-of-use assets, net578601
Goodwill1,3321,135
Other intangible assets, net343245
Other non-current assets1,0221,015
Total assets$18,272$18,257
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt$532$—
Accounts payable5,0334,468
Accrued payroll and benefits511488
Deferred revenue and customer working capital advances1,9422,615
Other current liabilities1,019968
Total current liabilities9,0378,539
Long-term debt, net of current portion3,1473,261
Operating lease liabilities, non-current475490
Other non-current liabilities621642
Total liabilities13,28012,932
Shareholders’ equity
Ordinary shares, no par value; 1,500,000,000 authorized, 384,327,094 and 408,101,772 issued and outstanding, respectively4,2095,074
Accumulated earnings1,062446
Accumulated other comprehensive loss(279)(195)
Total shareholders’ equity4,9925,325
Total liabilities and shareholders' equity$18,272$18,257

The accompanying notes are an integral part of these condensed consolidated financial statements.

FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three-Month Periods EndedNine-Month Periods Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
(In millions, except per share amounts) (Unaudited)
Net sales$6,556$6,421$19,415$20,246
Cost of sales5,9525,92717,77718,737
Restructuring charges10614281
Gross profit5944331,5961,428
Selling, general and administrative expenses241205670661
Restructuring charges2131319
Intangible amortization17174954
Operating income334198864694
Interest expense5750166155
Interest income16134844
Other charges (income), net59234
Income from continuing operations before income taxes288152744549
Provision for (benefit from) income taxes252312872
Net income from continuing operations263129616477
Net income from discontinued operations, net of tax—104—373
Net income263233616850
Net income attributable to noncontrolling interest—36—239
Net income attributable to Flex Ltd.$263$197$616$611
Basic earnings per share from continuing operations$0.68$0.30$1.56$1.08
Basic earnings per share from discontinued operations—0.16—0.31
Basic earnings per share attributable to the shareholders of Flex Ltd.$0.68$0.46$1.56$1.39
Diluted earnings per share from continuing operations$0.67$0.30$1.54$1.07
Diluted earnings per share from discontinued operations—0.15—0.30
Diluted earnings per share attributable to the shareholders of Flex Ltd.$0.67$0.45$1.54$1.37
Weighted-average shares used in computing per share amounts:
Basic387431394440
Diluted394436401446

The accompanying notes are an integral part of these condensed consolidated financial statements.

FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three-Month Periods EndedNine-Month Periods Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
(In millions) (Unaudited)
Net income$263$233$616$850
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(85)59(46)12
Unrealized gain (loss) on derivative instruments and other(21)39(38)40
Comprehensive income$157$331$532$902
Comprehensive income attributable to noncontrolling interest—36—239
Comprehensive income attributable to Flex Ltd.$157$295$532$663

The accompanying notes are an integral part of these condensed consolidated financial statements.

FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY

Ordinary SharesAccumulated Other Comprehensive LossTotal
Three Months Ended December 31, 2024Shares OutstandingAmountAccumulated Earnings (Deficit)Unrealized Gain (Loss) on Derivative Instruments and OtherForeign Currency Translation AdjustmentsTotal Accumulated Other Comprehensive Gain (Loss)Total Flex Ltd. Shareholders' EquityNoncontrolling InterestShareholders' Equity
(In millions) Unaudited
BALANCE AT SEPTEMBER 27, 2024390$4,377$799$(13)$(160)$(173)$5,003$—$5,003
Repurchase of Flex Ltd. ordinary shares at cost(6)(201)————(201)—(201)
Net income——263———263—263
Stock-based compensation—33————33—33
Total other comprehensive income (loss)———(21)(85)(106)(106)—(106)
BALANCE AT DECEMBER 31, 2024384$4,209$1,062$(34)$(245)$(279)$4,992$—$4,992
Ordinary SharesAccumulated Other Comprehensive LossTotal
Nine Months Ended December 31, 2024Shares OutstandingAmountAccumulated Earnings (Deficit)Unrealized Gain (Loss) on Derivative Instruments and OtherForeign Currency Translation AdjustmentsTotal Accumulated Other Comprehensive Gain (Loss)Total Flex Ltd. Shareholders' EquityNoncontrolling InterestShareholders' Equity
(In millions) Unaudited
BALANCE AT MARCH 31, 2024408$5,074$446$4$(199)$(195)$5,325$—$5,325
Repurchase of Flex Ltd. ordinary shares at cost(31)(958)————(958)—(958)
Issuance of Flex Ltd. vested shares under restricted share unit awards7————————
Net income——616———616—616
Stock-based compensation—93————93—93
Total other comprehensive income (loss)———(38)(46)(84)(84)—(84)
BALANCE AT DECEMBER 31, 2024384$4,209$1,062$(34)$(245)$(279)$4,992$—$4,992

FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY (CONTINUED)

Ordinary SharesAccumulated Other Comprehensive LossTotal
Three Months Ended December 31, 2023Shares OutstandingAmountAccumulated Earnings (Deficit)Unrealized Gain (Loss) on Derivative Instruments and OtherForeign Currency Translation AdjustmentsTotal Accumulated Other Comprehensive Gain (Loss)Total Flex Ltd. Shareholders' EquityNoncontrolling InterestShareholders' Equity
(In millions) Unaudited
BALANCE AT SEPTEMBER 29, 2023438$6,292$(146)$(13)$(227)$(240)$5,906$450$6,356
Repurchase of Flex Ltd. ordinary shares at cost(11)(275)————(275)—(275)
Nextracker tax distribution———————(6)(6)
Net income——197———19736233
Stock-based compensation—39————39—39
Total other comprehensive income (loss)———39599898—98
BALANCE AT DECEMBER 31, 2023427$6,056$51$26$(168)$(142)$5,965$480$6,445
Ordinary SharesAccumulated Other Comprehensive LossTotal
Nine Months Ended December 31, 2023Shares OutstandingAmountAccumulated Earnings (Deficit)Unrealized Gain (Loss) on Derivative Instruments and OtherForeign Currency Translation AdjustmentsTotal Accumulated Other Comprehensive Gain (Loss)Total Flex Ltd. Shareholders' EquityNoncontrolling InterestShareholders' Equity
(In millions) Unaudited
BALANCE AT MARCH 31, 2023450$6,105$(560)$(14)$(180)$(194)$5,351$355$5,706
Repurchase of Flex Ltd. ordinary shares at cost(31)(781)————(781)—(781)
Issuance of Flex Ltd. vested shares under restricted share unit awards8————————
Nextracker follow on sales and related transactions—607————607(114)493
Net income——611———611239850
Stock-based compensation—125————125—125
Total other comprehensive income (loss)———40125252—52
BALANCE AT DECEMBER 31, 2023427$6,056$51$26$(168)$(142)$5,965$480$6,445

The accompanying notes are an integral part of these condensed consolidated financial statements.

FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine-Month Periods Ended
December 31, 2024December 31, 2023
(In millions) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$616$850
Depreciation, amortization and other impairment charges401390
Changes in working capital and other, net55(593)
Net cash provided by operating activities1,072647
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment(326)(449)
Proceeds from the disposition of property and equipment1121
Acquisition of businesses, net of cash acquired(347)—
Other investing activities, net2114
Net cash used in investing activities(641)(414)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings and long-term debt4992
Payments of bank borrowings, long-term debt and other financing liabilities(58)(398)
Payments for repurchases of ordinary shares(958)(781)
Proceeds from issuances of Nextracker shares—552
Payment for purchase of Nextracker LLC units from TPG—(57)
Other, net(7)(86)
Net cash used in financing activities(524)(768)
Effect of exchange rates on cash and cash equivalents(48)5
Net change in cash and cash equivalents and restricted cash equivalents(141)(530)
Cash, cash equivalents, and restricted cash equivalents, beginning of period2,4743,294
Cash, cash equivalents, and restricted cash equivalents, end of period$2,333$2,764
Reconciliation of cash, cash equivalents, and restricted cash equivalents
Cash and cash equivalents$2,313$2,764
Restricted cash equivalents included in other current assets*20—
Total cash, cash equivalents, and restricted cash equivalents$2,333$2,764
Non-cash investing activities:
Unpaid purchases of property and equipment$120$89
Right-of-use assets obtained in exchange for operating lease liabilities8098

*$20 million of restricted cash is held for sale pending disposition of a European site. Refer to Note 13 for further details.

The accompanying notes are an integral part of these condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION OF THE COMPANY AND BASIS OF PRESENTATION

Organization of the Company

Flex Ltd. ("Flex" or the "Company") is the advanced, end-to-end manufacturing partner of choice that helps market-leading brands design, build, deliver 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 our customers' entire product lifecycle with a broad array of services in every major region. The Company's full suite of specialized capabilities includes design and engineering, supply chain, manufacturing, post-production and post-sale services. Flex partners with customers across a diverse set of industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle and healthcare. As of December 31, 2024, Flex's two operating and reportable segments were as follows:

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

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

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

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

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

◦Automotive, including next generation mobility, autonomous, connectivity, electrification, and smart technologies

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

◦Industrial, including capital equipment, industrial devices, embedded and critical power offerings and renewables and grid edge.

The Company's service offerings include a comprehensive range of value-added design and engineering services that are tailored to the various markets and needs of its customers. Other focused service offerings relate to manufacturing (including enclosures, metals, plastic injection molding, precision plastics, machining, and mechanicals), system integration and assembly and test services, materials procurement, inventory management, logistics and after-sales services (including product repair, warranty services, re-manufacturing and maintenance), supply chain management software solutions and component product offerings (including flexible printed circuit boards, power adapters and chargers).

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2024 contained in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Operating results for the three and nine-month periods ended December 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2025.

The third quarters for fiscal years 2025 and 2024 ended on December 31 of each year and are comprised of 95 and 93 days, respectively. The Company's first three quarters for fiscal years 2025 and 2024 are both comprised of 275 days.

The accompanying unaudited condensed consolidated financial statements include the accounts of Flex and its subsidiaries, after elimination of intercompany accounts and transactions. The Company consolidates subsidiaries and investments in entities in which the Company has a controlling interest. For the consolidated subsidiaries in which the Company owns less than 100%, the Company recognizes a noncontrolling interest for the ownership of the noncontrolling owners.

On January 2, 2024, Flex completed its spin-off (the "Spin-off") of its remaining interest in Nextracker Inc. ("Nextracker"). After the Spin-off, Flex no longer consolidates the financial results of Nextracker within its financial results of continuing operations. For all the periods prior to the Spin-off, the financial results of Nextracker are presented as net earnings from discontinued operations in the condensed consolidated statements of operations and unless otherwise indicated Flex's disclosures are presented on a continuing operations basis. The historical statements of comprehensive income and cash flows

and the balances related to shareholders' equity have not been revised to reflect the Spin-off. See note 6 "Discontinued Operations" for additional information.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things: allowances for doubtful accounts; inventory write-downs; valuation allowances for deferred tax assets; uncertain tax positions; valuation and useful lives of long-lived assets including property, equipment, and intangible assets; valuation of goodwill; valuation of investments in privately held companies; asset impairments; fair values of financial instruments, notes receivable and derivative instruments; restructuring charges; contingencies; warranty provisions; incremental borrowing rates in determining the present value of lease payments; accruals for potential price adjustments arising from customer contracts; fair values of assets obtained and liabilities assumed in business combinations; and the fair values of restricted share unit awards granted under the Company's stock-based compensation plans. Due to geopolitical conflicts (including the Russian invasion of Ukraine, the Israel-Hamas war, and other geopolitical conflicts), there has been and will continue to be uncertainty and disruption in the global economy and financial markets. The Company has made estimates and assumptions taking into consideration certain possible impacts due to the Russian invasion of Ukraine and the Israel-Hamas war. These estimates may change, as new events occur, and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be material to the consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03 "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", which requires public entities to disclose specified information about certain costs and expenses. The guidance is effective for the Company beginning in the fourth quarter of fiscal year 2028 and will be applied retrospectively to all prior periods presented on its consolidated financial statements. We are currently evaluating the guidance to determine the impact on the Company's disclosures.

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The guidance is effective for the Company beginning in the fourth quarter of fiscal year 2026. The Company expects the new guidance will have an immaterial impact on its consolidated financial statements, and intends to adopt the guidance prospectively when it becomes effective in the fourth quarter of fiscal year 2026.

In November 2023, the FASB issued ASU 2023-07 "Segment Reporting - Improvements to Reportable Segment Disclosures", which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The guidance is effective for the Company beginning in the fourth quarter of fiscal year 2025, with early adoption permitted. The Company has assessed the impact of ASU 2023-07 on its consolidated financial statements and intends to adopt the guidance retrospectively with the updated segment disclosures in the fourth quarter of fiscal year 2025.

2. BALANCE SHEET ITEMS

Inventories

The components of inventories, net of applicable lower of cost and net realizable value write-downs, were as follows:

As of December 31, 2024As of March 31, 2024
(In millions)
Raw materials$4,332$5,045
Work-in-progress465623
Finished goods473537
$5,270$6,205

Goodwill and Other Intangible Assets

The Company completed the acquisitions of Crown Technical Systems (“Crown”) and JETCOOL Technologies Inc. (“JetCool”) in the Industrial and CEC reporting units, respectively. Crown’s goodwill is deductible for tax purposes, while JetCool’s is non-deductible. Refer to Note 13 for further details.

The following table summarizes the activity in the Company's goodwill during the nine-month period ended December 31, 2024:

FASFRSTotal
(In millions)
Balance at March 31, 2024$371$764$1,135
Acquisitions (1)38170208
Foreign currency translation adjustments(1)(10)(11)
Balance at December 31, 2024$408$924$1,332

(1) Represents goodwill of $170 million from the Crown acquisition, $30 million from the JetCool acquisition and $8 million from an acquisition completed in the first quarter of fiscal year 2025.

The components of acquired intangible assets are as follows:

As of December 31, 2024As of March 31, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
(In millions)
Intangible assets:
Customer-related intangibles$405$(173)$232$316$(186)$130
Licenses and other intangibles313(202)111298(183)115
Total$718$(375)$343$614$(369)$245

The gross carrying amounts of intangible assets are removed when fully amortized. During the nine-month period ended December 31, 2024, the total value of intangible assets increased by $147 million as a result of the Company's estimated value of intangible assets from the acquisitions. Refer to Note 13 for further details.

The estimated future annual amortization expense for intangible assets is as follows:

Fiscal Year Ending March 31,Amount
(In millions)
2025 (1)$24
202672
202761
202845
202942
Thereafter99
Total amortization expense$343

(1)Represents estimated amortization for the remaining fiscal three-month period ending March 31, 2025.

Customer Working Capital Advances

Customer working capital advances were $1.6 billion and $2.2 billion as of December 31, 2024 and March 31, 2024, respectively. The customer working capital advances are not interest-bearing, do not generally have fixed repayment dates and are generally reduced as the underlying working capital is consumed in production or the customer working capital advance agreement is terminated.

Other Non-Current Assets

Other non-current assets include deferred tax assets of $662 million and $644 million as of December 31, 2024 and March 31, 2024, respectively.

Other Current Liabilities

Other current liabilities include customer-related accruals of $226 million and $277 million as of December 31, 2024 and March 31, 2024, respectively.

Supplier Finance Programs

The Company has four supplier finance programs, all of which have substantially similar characteristics, with various financial institutions that act as the paying agent for certain payables of the Company. The Company established these programs through agreements with the financial institutions to enable more efficient payment processing to our suppliers while also providing our suppliers a potential source of liquidity to the extent they choose to sell their receivables to the financial institutions in advance of the due dates. Our suppliers’ participation in the programs is voluntary, the Company is not involved in negotiations of the suppliers’ arrangements with the financial institutions to sell their receivables, and our rights and obligations to our suppliers are not impacted by our suppliers’ decisions to sell amounts under these programs. Under these supplier finance programs, the Company pays the financial institutions the stated amount of confirmed invoices from its participating suppliers on the original maturity dates of the invoices. All payment terms are short-term in nature and are not dependent on whether the suppliers participate in the supplier finance programs or if the suppliers elect to receive early payment from the financial institutions. No guarantees are provided by the Company under the supplier finance programs and the Company incurs no costs related to the programs. We have no economic interest in a supplier’s decision to participate in the supplier finance programs.

Obligations under these programs are classified within accounts payable on the condensed consolidated balance sheets, with the associated payments reflected in the operating activities section of the condensed consolidated statement of cash flows. The Company's outstanding obligations confirmed as valid under its supplier finance programs as of December 31, 2024 and March 31, 2024 were $127 million and $123 million, respectively.

3. REVENUE

Contract Balances

A contract asset is recognized when the Company has recognized revenue, but not issued an invoice for payment. Contract assets are classified separately on the condensed consolidated balance sheets and transferred to receivables when rights to payment become unconditional and invoiced.

A contract liability is recognized when the Company receives payments in advance of the satisfaction of performance. Contract liabilities, identified as deferred revenue, were $355 million and $490 million as of December 31, 2024 and March 31, 2024, respectively, of which $314 million and $449 million, respectively, is included in deferred revenue and customer working capital advances under current liabilities.

Disaggregation of Revenue

The following table presents the Company’s revenue disaggregated based on timing of transfer, point in time or over time, for the three and nine-month periods ended December 31, 2024 and December 31, 2023, respectively.

Three-Month Periods EndedNine-Month Periods Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Timing of Transfer(In millions)
FAS
Point in time$2,849$3,151$8,646$9,867
Over time7503141,924817
Total3,5993,46510,57010,684
FRS
Point in time1,9602,7936,8309,070
Over time9971632,015492
Total2,9572,9568,8459,562
Flex
Point in time4,8095,94415,47618,937
Over time1,7474773,9391,309
Total$6,556$6,421$19,415$20,246

4. STOCK-BASED COMPENSATION

Flex historically maintains stock-based compensation plans at a corporate level. The Company grants equity compensation awards under its 2017 Equity Incentive Plan (the "2017 Plan").

Stock-Based Compensation Expense

The following table summarizes the Company’s share-based compensation expense for the 2017 Plan:

Three-Month Periods EndedNine-Month Periods Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
(In millions)
Cost of sales$9$7$25$21
Selling, general and administrative expenses24196865
Total share-based compensation expense$33$26$93$86

The 2017 Plan

During the nine-month period ended December 31, 2024, the Company granted approximately 4.6 million restricted share unit ("RSU") awards. Of this amount, approximately 2.9 million are plain-vanilla unvested RSU awards that vest over a period of three years, with no performance or market conditions, and with an average grant date price of $31.88 per award. In addition, approximately 0.7 million unvested shares represent the target amount of grants made to certain key employees whereby vesting is contingent on certain performance conditions, and with an average grant date price of $31.04 per award. These performance-based RSUs include awards tied to the Company's adjusted earnings per share growth and awards tied to operating profit goals. The number of shares that will ultimately vest will range from zero up to a maximum of approximately 1.2 million based on the level of achievement of these performance conditions. The awards will cliff vest after a period of one to three years, depending on the specific performance metrics, to the extent such performance conditions have been met. Further, approximately 0.3 million unvested shares represent the target amount of grants made to certain key employees whereby vesting is contingent on certain market conditions. The average grant date fair value of these awards contingent on certain market conditions was estimated to be $42.36 per award and was calculated using a Monte Carlo simulation. The number of shares contingent on market conditions that ultimately will vest will range from zero up to a maximum of approximately 0.6 million based on a measurement of the percentile rank of the Company’s total shareholder return over certain specified periods against the Company's peer companies, and will cliff vest after a period of three years, to the extent such market conditions have been met. Finally, the remaining balance of approximately 0.7 million represents the number of shares issued upon the vesting of RSU awards above target levels based on the achievement of certain market and performance conditions for awards granted in fiscal year 2022. These awards were issued and immediately vested in accordance with the terms and conditions of the underlying awards.

As of December 31, 2024, approximately 12.3 million unvested RSU awards under the 2017 Plan were outstanding, of which vesting for a targeted amount of approximately 1.2 million shares is contingent on meeting certain market conditions, and vesting for a targeted amount of approximately 1.6 million shares is contingent on meeting certain performance

conditions. The number of shares tied to market conditions that will ultimately be issued can range from zero to approximately 2.4 million based on the achievement levels. The number of shares tied to performance conditions that will ultimately be issued can range from zero to approximately 3.0 million based on the achievement levels. During the nine-month period ended December 31, 2024, approximately 1.6 million shares vested in connection with the awards with market and performance conditions granted in fiscal year 2022.

As of December 31, 2024, total unrecognized compensation expense related to unvested RSU awards under the 2017 Plan was approximately $189 million, and will be recognized over a weighted-average remaining vesting period of 2.0 years.

5. EARNINGS PER SHARE

The following table reflects basic weighted-average ordinary shares outstanding and diluted weighted-average ordinary share equivalents used to calculate basic and diluted earnings per share attributable to the shareholders of Flex:

Three-Month Periods EndedNine-Month Periods Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
(In millions, except per share amounts)
Numerator:
Net income from continuing operations$263$129$616$477
Net income from discontinued operations, net of tax—104—373
Less: Net income attributable to noncontrolling interest—36—239
Net income from discontinued operations attributable to Flex Ltd.—68—134
Total net income attributable to Flex Ltd.$263$197$616$611
Denominator:
Weighted-average ordinary shares outstanding - basic387431394440
Weighted-average ordinary share equivalents from RSU awards (1)7576
Weighted-average ordinary shares and ordinary share equivalents outstanding - diluted394436401446
Earnings per share - basic
Continuing operations$0.68$0.30$1.56$1.08
Discontinued operations, net of tax—0.16—0.31
Total attributable to the shareholders of Flex Ltd.$0.68$0.46$1.56$1.39
Earnings per share - diluted
Continuing operations$0.67$0.30$1.54$1.07
Discontinued operations, net of tax—0.15—0.30
Total attributable to the shareholders of Flex Ltd.$0.67$0.45$1.54$1.37

(1)An immaterial amount of RSU awards for both the three and nine-month periods ended December 31, 2024 and December 31, 2023, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

6. DISCONTINUED OPERATIONS

On January 2, 2024, the Company completed the Spin-off of its remaining interests in Nextracker. For additional details on the Spin-off, refer to Part I, Item 1, “Business” and note 1, "Organization of The Company" and note 7, “Discontinued Operations” of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. Nextracker's financial results for periods prior to the Spin-off have been reflected in our condensed consolidated statement of operations, retrospectively, as discontinued operations.

The key components of net income from discontinued operations for the three and nine-month periods ended December 31, 2023 were as follows:

Three-month period endedNine-month period ended
December 31, 2023December 31, 2023
(In millions)
Net sales (1)$682$1,664
Cost of sales (1)4731,198
Gross Profit209466
Selling, general and administrative expenses59145
Operating income150321
Interest and other, net(5)(1)
Income before income taxes155322
Provision for/ (Benefit from) income taxes51(51)
Net income from discontinued operations104373
Net income from discontinued operations attributable to noncontrolling interest (2)36239
Net income from discontinued operations attributable to Flex Ltd.$68$134

(1) Both net sales and cost of sales from discontinued operations includes the effect of intercompany transactions that were eliminated from Flex's condensed consolidated statements of operations of approximately $29 million and $99 million for the three and nine-month periods ended December 31, 2023, respectively.

(2) Net income from discontinued operations attributable to noncontrolling interest represented a share of pre-tax income of $76 million and $145 million and of income tax expense of $40 million and $46 million for the three and nine-month periods ended December 31, 2023. As such, pre-tax income attributable to Flex Ltd. from discontinued operations was $79 million and $177 million for the same periods. In addition, during the nine-month period ended December 31, 2023, a $140 million deferred tax asset was recorded, with an offsetting entry to income tax benefit fully attributable to noncontrolling interest in connection with Nextracker's follow-on public offering.

Details of cash flows from discontinued operations for the nine-month period ended December 31, 2023 were as follows:

Nine-month period ended
December 31, 2023
(In millions)
Net cash provided by discontinued operations operating activities (1)$317
Net cash used in discontinued operations investing activities(4)

(1) Cash flows from discontinued operations operating activities includes an inflow from intercompany transactions that were eliminated from Flex's consolidated operations of $54 million for the nine-month period ended December 31, 2023.

7. BANK BORROWINGS AND LONG-TERM DEBT

Bank borrowings and long-term debt as of December 31, 2024 and March 31, 2024 are as follows:

Maturity DateAs of December 31, 2024As of March 31, 2024
(In millions)
4.750% Notes (1)June 2025$532$584
3.750% Notes (1)February 2026679682
6.000% Notes (1)January 2028398397
4.875% Notes (1)June 2029656657
4.875% Notes (1)May 2030677681
5.250% Notes (1) (2)January 2032499—
3.600% HUF Bonds (3)December 2031254274
Other—1
Debt issuance costs(16)(15)
3,6793,261
Current portion, net of debt issuance costs(532)—
Non-current portion$3,147$3,261

(1)The notes are carried at the principal amount of each note, less any unamortized discount or premium and unamortized debt issuance costs. The notes are the Company’s senior unsecured obligations and rank equally with all other existing and future senior unsecured debt obligations.

(2)In August 2024, the Company issued $500 million of 5.250% Notes due 2032. The Company received proceeds of approximately $496 million, net of discount and certain issuance costs.

(3)The bonds mature in December 2031 with annual payments equal to 10% of the original principal amount thereof on each of the seventh, eighth, and ninth anniversaries of the bonds, with the remaining 70% due upon maturity.

The weighted-average interest rate for the Company's long-term debt was 4.6% and 4.5% as of December 31, 2024 and March 31, 2024, respectively.

Scheduled repayments of the Company's bank borrowings and long-term debt as of December 31, 2024 are as follows:

Fiscal Year Ending March 31,Amount
(In millions)
2025 (1)$—
20261,211
2027—
2028398
202925
Thereafter2,061
Total$3,695

(1)Represents estimated repayments for the remaining fiscal three-month period ending March 31, 2025.

8. INTEREST EXPENSE AND INTEREST INCOME

Interest expense and interest income for the three and nine-month periods ended December 31, 2024 and December 31, 2023 are composed of the following:

Three-Month Periods EndedNine-Month Periods Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
(In millions)
Interest expenses on debt obligations$50$39$139$121
AR sale program related expenses7112734
Interest income(16)(13)(48)(44)

9. FINANCIAL INSTRUMENTS

Foreign Currency Contracts

The Company enters into short-term and long-term foreign currency derivative contracts, including forward, swap, and options contracts, to hedge only those currency exposures associated with certain assets and liabilities, primarily accounts receivable, accounts payable, debt, and cash flows denominated in non-functional currencies. Gains and losses on the Company's derivative contracts are designed to offset losses and gains on the assets, liabilities and transactions hedged, and accordingly, generally do not subject the Company to risk of significant accounting losses. The Company hedges committed exposures and does not engage in speculative transactions. The credit risk of these derivative contracts is minimized since the contracts are with large financial institutions and, accordingly, fair value adjustments related to the credit risk of the counterparty financial institutions were not material.

As of December 31, 2024, the aggregate notional amount of the Company’s outstanding foreign currency derivative contracts was $8.1 billion as summarized below:

Notional Contract Value in USD
CurrencyBuySell
(In millions)
Cash Flow Hedgesp
HUF$403$—
MXN377—
Other5735
1,3535
Other Foreign Currency Contracts
CNY1,080875
EUR775646
BRL—316
MXN431350
MYR309159
Other922882
3,5173,228
Total Notional Contract Value in USD$4,870$3,233

As of December 31, 2024, the fair value of the Company’s short-term foreign currency contracts was included in other current assets or other current liabilities, as applicable, in the condensed consolidated balance sheets. Certain of these contracts are designed to economically hedge the Company’s exposure to monetary assets and liabilities denominated in a non-functional currency and are not accounted for as hedges under the accounting standards. Accordingly, changes in the fair value of these instruments are recognized in earnings during the period of change as a component of other charges (income), net in the condensed consolidated statements of operations. As of December 31, 2024 and March 31, 2024, the Company also has included net deferred gains and losses in accumulated other comprehensive loss, a component of shareholders’ equity in the condensed consolidated balance sheets, relating to changes in fair value of its foreign currency contracts that are accounted for as cash flow hedges. The deferred loss was $21 million as of December 31, 2024, and is expected to be recognized primarily as a component of cost of sales in the condensed consolidated statements of operations over the next twelve-month period, except for the USD HUF cross currency swaps.

The Company entered into USD HUF cross currency swaps in December 2021 to hedge the foreign currency risk on the HUF bonds due December 2031. The fair value of the cross currency swaps was included in other current assets and other non-current liabilities as of December 31, 2024, and March 31, 2024. The changes in fair value of the USD HUF cross currency swaps are recognized in other comprehensive income (loss) and accumulated in accumulated other comprehensive loss. Corresponding amounts are subsequently reclassified out of accumulated other comprehensive loss to other charges (income), net to offset the remeasurement of the underlying HUF bond principal, which also impacts the same line.

The following table presents the fair value of the Company’s derivative instruments utilized for foreign currency risk management purposes:

Fair Values of Derivative Instruments
Asset DerivativesLiability Derivatives
Fair ValueFair Value
Balance Sheet LocationDecember 31, 2024March 31, 2024Balance Sheet LocationDecember 31, 2024March 31, 2024
(In millions)
Derivatives designated as hedging instruments
Foreign currency contractsOther current assets$9$45Other current liabilities$(45)$(9)
Foreign currency contractsOther non-current assets$—$—Other liabilities$(53)$(33)
Derivatives not designated as hedging instruments
Foreign currency contractsOther current assets$25$14Other current liabilities$(14)$(10)

The Company has financial instruments subject to master netting arrangements, which provide for the net settlement of all contracts with certain counterparties. The Company does not offset fair value amounts for assets and liabilities recognized for derivative instruments under these arrangements, and as such, the asset and liability balances presented in the table above reflect the gross amounts of derivatives in the condensed consolidated balance sheets. The impact of netting derivative assets and liabilities is not material to the Company’s financial position for any of the periods presented.

10. ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by component, net of tax, are as follows:

Three-Month Periods Ended
December 31, 2024December 31, 2023
Unrealized gain (loss) on derivative instruments and otherForeign currency translation adjustmentsTotalUnrealized gain (loss) on derivative instruments and otherForeign currency translation adjustmentsTotal
(In millions)
Beginning balance$(13)$(160)$(173)$(13)$(227)$(240)
Other comprehensive gain (loss) before reclassifications(65)(85)(150)6358121
Net (gain) loss reclassified from accumulated other comprehensive loss44—44(24)1(23)
Net current-period other comprehensive gain (loss)(21)(85)(106)395998
Ending balance$(34)$(245)$(279)$26$(168)$(142)
Nine-Month Periods Ended
December 31, 2024December 31, 2023
Unrealized gain (loss) on derivative instruments and otherForeign currency translation adjustmentsTotalUnrealized gain (loss) on derivative instruments and otherForeign currency translation adjustmentsTotal
(In millions)
Beginning balance$4$(199)$(195)$(14)$(180)$(194)
Other comprehensive gain (loss) before reclassifications(87)(46)(133)12611137
Net (gain) loss reclassified from accumulated other comprehensive loss49—49(86)1(85)
Net current-period other comprehensive gain (loss)(38)(46)(84)401252
Ending balance$(34)$(245)$(279)$26$(168)$(142)

Substantially all unrealized gains and losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the three and nine-month periods ended December 31, 2024 were reclassified out of accumulated other comprehensive loss to other charges (income), net and cost of sales in the condensed consolidated statement of operations, which primarily relate to the Company’s foreign currency contracts accounted for as cash flow hedges. The tax impacts on the changes in accumulated other comprehensive loss for the three-month periods ended December 31, 2024 and December 31, 2023 were $5 million and $7 million, respectively. The tax impacts on the changes in accumulated other comprehensive loss for the nine-month periods ended December 31, 2024 and December 31, 2023 were $16 million and $2 million, respectively.

11. TRADE RECEIVABLES SALES PROGRAMS

The Company sells accounts receivables to certain third-party banking institutions under factoring programs. The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $0.7 billion and $0.8 billion as of December 31, 2024 and March 31, 2024, respectively. For the nine-month periods ended December 31, 2024 and December 31, 2023, total accounts receivable sold to certain third-party banking institutions was approximately $3.0 billion and $2.6 billion, respectively. The receivables that were sold were removed from the condensed consolidated balance sheets and the cash received was included as cash provided by operating activities in the condensed consolidated statements of cash flows.

12. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. There were no balances classified as level 1 in the fair value hierarchy as of December 31, 2024 and March 31, 2024.

Level 2 - Applies to assets or liabilities for which there are inputs other than quoted prices included within level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets) such as cash and cash equivalents and money market funds; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

The Company values foreign exchange forward contracts using level 2 observable inputs which primarily consist of an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount.

The Company’s cash equivalents include bank time deposits and money market funds, which are valued using level 2 inputs, such as interest rates and maturity periods. Due to their short-term nature, their carrying amount approximates fair value.

The Company has deferred compensation plans for its officers and certain other employees. Amounts deferred under the plans are invested in hypothetical investments selected by the participant or the participant's investment manager. The Company's deferred compensation plan assets are included in other non-current assets on the consolidated balance sheets and include money market funds, mutual funds, corporate and government bonds and certain convertible securities that are valued using prices obtained from various pricing sources. These sources price these investments using certain market indices and the performance of these investments in relation to these indices. As a result, the Company has classified these investments as level 2 in the fair value hierarchy.

Level 3 - Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company has accrued for contingent consideration related to its acquisition of JetCool, classified as a level 3 measurement in the fair value hierarchy due to significant unobservable inputs. Fair value is determined using internal cash flow models that incorporate unobservable inputs, including the probability of achieving performance milestones. As of December 31, 2024 and March 31, 2024, the balances of contingent consideration were $5 million and zero, respectively.

The significant inputs include the Company's probability assessments of expected future revenue during the earn-out periods, associated volatility, and a discount rate reflecting uncertainties in the obligation consistent with the terms of the purchase agreement. Significant decreases in expected revenue, or increases in the discount rate or volatility, would reduce fair value estimates. The interrelationship between these inputs is not considered significant.

During the three-month periods ended December 31, 2024, and December 31, 2023, there were no other additions to the accrual, payments, fair value adjustments, or unrealized gains or losses included in earnings.

There were no transfers between levels in the fair value hierarchy during the nine-month periods ended December 31, 2024 and December 31, 2023.

Financial Instruments Measured at Fair Value on a Recurring Basis

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and March 31, 2024:

Fair Value Measurements as of December 31, 2024
Level 1Level 2Level 3Total
(In millions)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)$—$1,329$—$1,329
Foreign currency contracts (Note 9)—34—34
Deferred compensation plan assets:0
Mutual funds, money market accounts and equity securities—43—43
Liabilities:
Foreign currency contracts (Note 9)$—$(112)$—$(112)
Contingent consideration in connection with business acquisitions——(5)(5)
Fair Value Measurements as of March 31, 2024
Level 1Level 2Level 3Total
(In millions)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)$—$759$—$759
Foreign currency contracts (Note 9)—59—59
Deferred compensation plan assets:0
Mutual funds, money market accounts and equity securities—41—41
Liabilities:0
Foreign currency contracts (Note 9)$—$(52)$—$(52)

Other financial instruments

The following table presents the Company’s major debts not carried at fair value:

As of December 31, 2024As of March 31, 2024
Carrying AmountFair ValueCarrying AmountFair ValueFair Value Hierarchy
(In millions)
4.750% Notes due June 2025$532$532$584$578Level 1
3.750% Notes due February 2026679670682662Level 1
6.000% Notes due January 2028398406397404Level 1
4.875% Notes due June 2029656644657643Level 1
4.875% Notes due May 2030677662681662Level 1
5.250% Notes due January 2032499494——Level 1
3.600% HUF Bonds due December 2031254203274219Level 2

The Notes due June 2025, February 2026, January 2028, June 2029, May 2030 and January 2032 are valued based on broker trading prices in active markets. HUF Bonds are valued based on the broker trading prices in an inactive market.

13. BUSINESS ACQUISITIONS AND DIVESTITURE

The Company completed two acquisitions in the third quarter of fiscal year 2025, accounted for as business combinations. The results of the acquired businesses are included in the Company’s condensed consolidated financial statements from their respective acquisition dates. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Pro-forma results of operations have not been presented because the effects were not material to the Company’s condensed consolidated financial results for all periods presented. The Company is in the process of evaluating the fair value of the assets and liabilities related to these acquisitions. Additional information, which existed as of the acquisition date, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the date of acquisitions. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement periods.

Acquisition of Crown

On November 19, 2024, the Company completed the business acquisition of 100% ownership of Crown, a U.S. leader in critical power solutions for a total estimated purchase consideration of $317 million, including cash of $313 million and a $4 million estimate of customary closing adjustments. The acquisition adds complementary capabilities to our existing portfolio in the United States, primarily strengthening our industrial power solutions. Crown is included in the Industrial reporting unit

within the FRS segment. The following represents the Company's initial allocation of the total purchase price to the acquired assets and liabilities of Crown (in millions):

Current Assets:
Cash$5
Accounts receivable23
Inventory10
Other current assets2
Total current assets40
Property and equipment1
Operating lease right-of-use assets7
Intangible assets127
Goodwill170
Total assets$345
Current liabilities:
Accounts payable$4
Accrued liabilities & other current liabilities18
Total current liabilities22
Operating lease liabilities, non-current6
Total aggregate purchase price$317

The intangible assets of $127 million is comprised of customer related intangible assets of $83 million and licenses and other intangible assets such as trade names and patented technology of $44 million. Customer related assets will be amortized over a weighted-average estimated useful life of 12.6 years while licensed and other intangibles will be amortized over a weighted-average estimated useful life of 10.0 years.

Acquisition of JetCool

On November 14, 2024, the Company acquired 100% ownership of JetCool, a provider of liquid cooling solutions tailored for the data center market, for approximately $42 million in cash, a deemed settled pre-existing loan from Flex of approximately $5 million, and $5 million of contingent consideration for a total estimated purchase price of $52 million. Assets acquired totaled $59 million (including approximately $21 million in intangibles and $30 million in goodwill), with $7 million in liabilities assumed in addition to an approximately $5 million estimated liability for contingent consideration. The intangible asset relates to developed technology and will be amortized over a weighted-average estimated useful life of 6.5 years. JetCool is included in the Communications, Enterprise and Cloud reporting unit within the FAS segment.

Divestiture

As of December 31, 2024, the Company has classified the assets and liabilities of one of its European sites as held for sale, following the execution of an agreement to sell the site during the third quarter of fiscal year 2025. The held for sale balances are reported in other current assets, other non-current assets, other current liabilities and other non-current liabilities on the condensed consolidated balance sheet. A loss of $5 million was recorded in other charges (income), net upon classification as held for sale, in order to reflect the carrying value of the disposed group at the level of expected proceeds. The held for sale balances and expected proceeds are not material to Flex. The transaction is anticipated to close within twelve months.

14. COMMITMENTS AND CONTINGENCIES

Litigation and other legal matters

In connection with the matters described below, the Company has accrued for loss contingencies where it believes that losses are probable and estimable. Although it is reasonably possible that actual losses could be in excess of the Company’s accrual, the Company is unable to estimate a reasonably possible loss or range of loss in excess of its accrual, due to various reasons, including, among others, that: (i) the proceedings are in early stages or no claims have been asserted, (ii) specific damages have not been sought in all of these matters, (iii) damages, if asserted, are considered unsupported and/or exaggerated, (iv) there is uncertainty as to the outcome of pending appeals, motions, or settlements, (v) there are significant factual issues to be resolved, and/or (vi) there are novel legal issues or unsettled legal theories presented. Any such excess loss could have a

material effect on the Company’s results of operations or cash flows for a particular period or on the Company’s financial condition.

The Company is currently involved in a commercial dispute related to a construction matter with related production objectives. Management assessed the potential outcomes of this dispute, considered available information, and consulted with legal counsel and as a result of this assessment recognized $50 million in Selling, general and administrative expenses in the fourth quarter of the fiscal year ended March 31, 2024 as an accrual. The ultimate resolution of this dispute is uncertain, and the actual outcome may differ from the estimates made by management. Changes in circumstances or additional information may impact the Company’s assessment of its loss and could result in adjustments to the $50 million accrual, however, management currently believes that the resolution of this dispute will not have a material effect on the Company’s financial position, results of operations or cash flows. The Company will continue to monitor developments related to this matter and will adjust its accrual and disclosures accordingly in future reporting periods as additional information becomes available.

One of the Company's Brazilian subsidiaries received six assessments for certain sales and import taxes. Four of the assessments have been successfully definitively defeated. Two remain, where the Company was unsuccessful at the administrative level and filed annulment actions in federal court in Brasilia, Brazil. The first annulment action was filed on March 23, 2020; the updated value of that assessment inclusive of interest and penalties is 37 million Brazilian reals (approximately USD $6 million). The second annulment action was filed on September 19, 2023; the updated value of that assessment inclusive of interest and penalties is 60 million Brazilian reals (approximately USD $10 million). The Company believes that it has meritorious defenses to these assessments and will continue to vigorously oppose them, as well as any future assessments. The Company does not expect final judicial determination on any of these claims in the near future.

A foreign Tax Authority (“Tax Authority”) had assessed a cumulative total of approximately $285 million in taxes owed for multiple Flex legal entities within its jurisdiction for various fiscal years ranging from fiscal year 2010 through fiscal year 2020. The assessed amounts related to the denial of certain deductible intercompany payments and taxability of income earned outside such jurisdiction. In the quarter ended December 31, 2024, approximately $118 million of the approximate $285 million assessment was abated by the Tax Authority, leaving approximately $167 million remaining. The Company disagrees with the Tax Authority’s remaining assessments and is actively contesting the assessments through the administrative and judicial processes.

As the final resolution of the above outstanding tax item remains uncertain, the Company continues to provide for the uncertain tax positions based on the more likely than not standard. While the resolution of the issues may result in tax liabilities, interest and penalties, which may be significantly higher than the amounts accrued for these matters, management currently believes that the resolution will not have a material effect on the Company’s financial position, results of operations or cash flows.

In addition to the matters discussed above, from time to time, the Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. Although the outcome of these matters is currently not determinable, management expects that any losses that are probable or reasonably possible of being incurred as a result of these matters, which are in excess of amounts already accrued in the Company’s consolidated balance sheets, would not be material to the financial statements as a whole.

15. SHARE REPURCHASES

During the three and nine-month periods ended December 31, 2024, the Company repurchased 5.5 million and 30.5 million shares at an aggregate purchase price of $201 million and $958 million, respectively, and retired all of these shares.

Under the Company’s current share repurchase program, the Board of Directors authorized repurchases of its outstanding ordinary shares for up to $1.7 billion in accordance with the share repurchase mandate approved by the Company’s shareholders at the date of the most recent Annual General Meeting held on August 8, 2024. As of December 31, 2024, shares in the aggregate amount of $1.3 billion were available to be repurchased under the current plan.

16. SEGMENT REPORTING

The Company reports its financial performance based on two operating and reportable segments, Flex Agility Solutions and Flex Reliability Solutions, and analyzes operating income as the measure of segment profitability. The determination of these segments is based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics.

An operating segment's performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include intangible amortization, stock-based compensation, restructuring charges, customer related asset impairment (recoveries), legal

and other, interest expense, and other charges (income), net. A portion of depreciation is allocated to the respective segments, together with other general corporate research and development and administrative expenses.

Selected financial information by segment is in the table below.

Three-Month Periods EndedNine-Month Periods Ended
December 31, 2024December 31, 2023December 31, 2024December 31, 2023
(In millions)
Net sales:
Flex Agility Solutions$3,599$3,465$10,570$10,684
Flex Reliability Solutions2,9572,9568,8459,562
$6,556$6,421$19,415$20,246
Segment income and reconciliation of income from continuing operations before income taxes:
Flex Agility Solutions$227$175$624$488
Flex Reliability Solutions198159504495
Corporate and Other(26)(20)(65)(49)
Total segment income3993141,063934
Reconciling items:
Intangible amortization17174954
Stock-based compensation33269386
Restructuring charges12735497
Legal and other (1)5—53
Customer related asset impairment (recoveries) (2)(2)—(2)—
Interest expense5750166155
Interest income16134844
Other charges (income), net59234
Income from continuing operations before income taxes$288$152$744$549

(1)Legal and other consists of costs not directly related to core business results and including matters relating to commercial disputes, government regulatory and compliance, intellectual property, antitrust, tax, employment or shareholder issues, product liability claims and other issues on a global basis as well as acquisition related costs and asset impairment. During the first three quarters of fiscal year 2025 and 2024, the Company accrued for a $5 million asset impairment and $3 million in loss contingencies where losses were considered probable and estimable, respectively.

(2)Customer related asset impairments (recoveries) may consist of non-cash impairments of property and equipment to estimated fair value for customers from whom we have disengaged or are in the process of disengaging as well as additional provisions for doubtful accounts receivable for customers that are experiencing financial difficulties and inventory that is considered non-recoverable that is written down to net realizable value. In subsequent periods, the Company may recover a portion of the costs previously incurred related to assets impaired or reduced to net realizable value. During the three and nine-month periods ended December 31, 2024, the Company recognized approximately $2 million of customer related asset recoveries.

Corporate and other primarily includes corporate service costs that are not included in the chief operating decision maker's ("CODM") assessment of the performance of each of the identified reportable segments.

The Company provides an overall platform of assets and services, which the segments utilize for the benefit of their various customers. The shared assets and services are contained within the Company's global manufacturing and design operations and include manufacturing and design facilities. Most of the underlying manufacturing and design assets are co-mingled in the operating campuses and are compatible to operate across segments and highly interchangeable throughout the platform. Given the highly interchangeable nature of the assets, they are not separately identified by segment nor reported by segment to the Company's CODM.

17. RESTRUCTURING CHARGES

During the three and nine-month periods ended December 31, 2024, the Company recognized approximately $12 million and $55 million of restructuring charges, respectively, most of which related to employee severance.

The following table summarizes the provisions, respective payments, and remaining accrued balance as of December 31, 2024 for charges incurred during the nine-month period ended December 31, 2024:

SeveranceLong-Lived Asset ImpairmentOther Exit CostsTotal
(In millions)
Balance as of March 31, 2024$77$—$3$80
Provision for net charges incurred during the nine-month period ended December 31, 2024541—55
Cash payments during the nine-month period ended December 31, 2024(50)——(50)
Non-cash reductions during the nine-month period ended December 31, 2024 (1)(28)(1)(3)(32)
Balance as of December 31, 202453——53
Less: Current portion (classified as other current liabilities)53——53
Accrued restructuring costs, net of current portion (classified as other liabilities)$—$—$—$—

(1) The non-cash adjustments predominantly relate to the transfer of liabilities to held for sale. Refer to Note 13 for further details.

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