filings.toolsItem 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 subsidiaries (the “Company”) as of June 26, 2026, the related condensed consolidated statements of operations, comprehensive income, and shareholders’ equity for the three-month periods ended June 26, 2026 and June 27, 2025, the condensed consolidated statement of cash flows for the three-month periods ended June 26, 2026 and June 27, 2025, 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, 2026, 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 20, 2026, 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, 2026 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 | |||||
| July 31, 2026 |
FLEX LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of June 26, 2026 | As of March 31, 2026 | ||||||||||
| (In millions, except share amounts) (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 2,840 | $ | 2,389 | |||||||
| Accounts receivable, net of allowance of $10 and $8, respectively | 5,036 | 4,679 | |||||||||
| Contract assets | 1,386 | 1,063 | |||||||||
| Inventories | 6,453 | 5,845 | |||||||||
| Other current assets | 2,522 | 2,356 | |||||||||
| Total current assets | 18,237 | 16,332 | |||||||||
| Property and equipment, net | 2,655 | 2,505 | |||||||||
| Operating lease right-of-use assets, net | 794 | 659 | |||||||||
| Goodwill | 1,831 | 1,369 | |||||||||
| Other intangible assets, net | 736 | 283 | |||||||||
| Other non-current assets | 945 | 912 | |||||||||
| Total assets | $ | 25,198 | $ | 22,060 | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 9,195 | $ | 8,055 | |||||||
| Accrued payroll and benefits | 579 | 671 | |||||||||
| Deferred revenue and customer working capital advances | 2,053 | 2,156 | |||||||||
| Other current liabilities | 1,393 | 1,134 | |||||||||
| Total current liabilities | 13,220 | 12,016 | |||||||||
| Long-term debt, net of current portion | 5,219 | 3,751 | |||||||||
| Operating lease liabilities, non-current | 711 | 565 | |||||||||
| Other non-current liabilities | 548 | 584 | |||||||||
| Total liabilities | 19,698 | 16,916 | |||||||||
| Shareholders’ equity | |||||||||||
| Ordinary shares, no par value; 374,939,150 and 371,241,931 issued, and 369,387,510 and 365,690,291 outstanding as of June 26, 2026 and March 31, 2026, respectively | 3,401 | 3,347 | |||||||||
| Treasury stock at cost; 5,551,640 shares | (200) | (200) | |||||||||
| Accumulated earnings | 2,449 | 2,164 | |||||||||
| Accumulated other comprehensive loss | (150) | (167) | |||||||||
| Total shareholders’ equity | 5,500 | 5,144 | |||||||||
| Total liabilities and shareholders' equity | $ | 25,198 | $ | 22,060 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three-Month Periods Ended | |||||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| (In millions, except per share amounts) (Unaudited) | |||||||||||||||||||||||
| Net sales | $ | 7,928 | $ | 6,575 | |||||||||||||||||||
| Cost of sales | 7,177 | 5,987 | |||||||||||||||||||||
| Restructuring charges | 4 | 16 | |||||||||||||||||||||
| Gross profit | 747 | 572 | |||||||||||||||||||||
| Selling, general and administrative expenses | 334 | 233 | |||||||||||||||||||||
| Restructuring and impairment charges (reversal) | (2) | 7 | |||||||||||||||||||||
| Intangible amortization | 23 | 21 | |||||||||||||||||||||
| Operating income | 392 | 311 | |||||||||||||||||||||
| Interest expense | 60 | 51 | |||||||||||||||||||||
| Interest income | 13 | 13 | |||||||||||||||||||||
| Other charges (income), net | (37) | 7 | |||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates | (5) | (20) | |||||||||||||||||||||
| Income before income taxes | 377 | 246 | |||||||||||||||||||||
| Provision for income taxes | 92 | 54 | |||||||||||||||||||||
| Net income | $ | 285 | $ | 192 | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 0.78 | $ | 0.51 | |||||||||||||||||||
| Diluted | 0.76 | 0.50 | |||||||||||||||||||||
| Weighted-average shares used in computing per share amounts: | |||||||||||||||||||||||
| Basic | 366 | 374 | |||||||||||||||||||||
| Diluted | 374 | 381 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three-Month Periods Ended | |||||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| (In millions) (Unaudited) | |||||||||||||||||||||||
| Net income | $ | 285 | $ | 192 | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | (15) | 69 | |||||||||||||||||||||
| Unrealized gain (loss) on derivative instruments and other | 32 | 39 | |||||||||||||||||||||
| Comprehensive income | $ | 302 | $ | 300 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| Ordinary Shares | Accumulated Other Comprehensive Gain (Loss) | Total | |||||||||||||||||||||||||||||||||||||||
| Three-Months Ended June 26, 2026 | Shares Outstanding | Amount | Accumulated Earnings (Deficit) | Unrealized Gain (Loss) on Derivative Instruments and Other | Foreign Currency Translation Adjustments | Total Accumulated Other Comprehensive Gain (Loss) | Shareholders' Equity | ||||||||||||||||||||||||||||||||||
| (In millions) Unaudited | |||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2026 | 366 | $ | 3,147 | $ | 2,164 | $ | (15) | $ | (152) | $ | (167) | $ | 5,144 | ||||||||||||||||||||||||||||
| Repurchase of Flex Ltd. ordinary shares at cost | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of Flex Ltd. vested shares under restricted share unit awards | 3 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Net income | — | — | 285 | — | — | — | 285 | ||||||||||||||||||||||||||||||||||
| Provision for stock warrants | — | 3 | — | — | — | — | 3 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | 51 | — | — | — | — | 51 | ||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | — | — | — | 32 | (15) | 17 | 17 | ||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 26, 2026 | 369 | $ | 3,201 | $ | 2,449 | $ | 17 | $ | (167) | $ | (150) | $ | 5,500 |
| Ordinary Shares | Accumulated Other Comprehensive Gain (Loss) | Total | |||||||||||||||||||||||||||||||||||||||
| Three-Months Ended June 27, 2025 | Shares Outstanding | Amount | Accumulated Earnings (Deficit) | Unrealized Gain (Loss) on Derivative Instruments and Other | Foreign Currency Translation Adjustments | Total Accumulated Other Comprehensive Gain (Loss) | Shareholders' Equity | ||||||||||||||||||||||||||||||||||
| (In millions) Unaudited | |||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | 378 | $ | 3,942 | $ | 1,284 | $ | (19) | $ | (205) | $ | (224) | $ | 5,002 | ||||||||||||||||||||||||||||
| Repurchase of Flex Ltd. ordinary shares at cost | (7) | (247) | — | — | — | — | (247) | ||||||||||||||||||||||||||||||||||
| Issuance of Flex Ltd. vested shares under restricted share unit awards | 5 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Net income | — | — | 192 | — | — | — | 192 | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | 34 | — | — | — | — | 34 | ||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | — | — | — | 39 | 69 | 108 | 108 | ||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 27, 2025 | 376 | $ | 3,729 | $ | 1,476 | $ | 20 | $ | (136) | $ | (116) | $ | 5,089 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three-Month Periods Ended | |||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||
| (In millions) (Unaudited) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | 285 | $ | 192 | |||||||
| Depreciation, amortization and other impairment charges | 140 | 142 | |||||||||
| Changes in working capital and other, net | (149) | 65 | |||||||||
| Net cash provided by operating activities | 276 | 399 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of property and equipment | (236) | (133) | |||||||||
| Proceeds from the disposition of property and equipment | 1 | 2 | |||||||||
| Acquisition of businesses, net of cash acquired | (1,134) | (41) | |||||||||
| Proceeds from divestiture of businesses, net of cash held in divested businesses | 90 | — | |||||||||
| Other investing activities, net | — | (7) | |||||||||
| Net cash used in investing activities | (1,279) | (179) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from bank borrowings and long-term debt | 2,830 | 500 | |||||||||
| Payments of bank borrowings, long-term debt and other financing liabilities | (1,385) | (532) | |||||||||
| Payments for repurchases of ordinary shares | — | (247) | |||||||||
| Other financing activities, net | 10 | (4) | |||||||||
| Net cash (used in) provided by financing activities | 1,455 | (283) | |||||||||
| Effect of exchange rates on cash and cash equivalents | (1) | 13 | |||||||||
| Net change in cash and cash equivalents | 451 | (50) | |||||||||
| Cash and cash equivalents, beginning of period | 2,389 | 2,289 | |||||||||
| Cash and cash equivalents, end of period | $ | 2,840 | $ | 2,239 | |||||||
| Non-cash investing activities: | |||||||||||
| Unpaid purchases of property and equipment | $ | 183 | $ | 109 | |||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | 177 | 152 |
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 a diverse customer base 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 delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets. The Company's full suite of specialized capabilities includes design and engineering, supply chain, manufacturing, and integrated services, plus a portfolio of power and cooling products. Over time, we have built differentiated scale and expertise across both technology-driven and regulated markets, enabling us to support customers with increasingly complex product, infrastructure, and compliance requirements. Flex partners with customers across a diverse set of industries including data center, communications, enterprise, consumer, automotive, industrial, healthcare, and power. As of June 26, 2026, Flex's three operating and reportable segments are as follows:
- Integrated Technology Solutions ("ITS"), which is comprised of the following end markets:
◦Communications, high speed networking, enterprise, and satellite communications systems
*◦*Lifestyle, premium products across commercial, home and personal product categories
- Regulated Manufacturing Solutions ("RMS"), which is comprised of the following end markets:
◦Industrial, mission-critical automation, energy, and industrial infrastructure
◦Automotive, compute and power electronic platforms, and integrated systems
◦Healthcare, regulated manufacturing for medical devices, drug delivery and equipment
- Cloud and Power Infrastructure ("CPI"), which is comprised of the following end markets:
◦Cloud and Cooling, integrated compute systems supporting power-dense digital infrastructure deployments, and advanced liquid cooling solutions supporting higher-density, power-intensive rack architectures
◦Power, utility and facility-level electrical infrastructure enabling reliable, scalable power delivery and high-density rack and board-level power systems supporting power-intensive compute workloads
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).
On May 5, 2026, Flex announced its intention to separate its CPI segment from Flex and into an independent, publicly traded company (“SpinCo”). The separation of CPI into SpinCo will create a separate publicly traded company focused on data center power, digital infrastructure and power, thermal and compute integration. The spin-off of CPI from Flex is expected to be completed in the first quarter of calendar 2027 and is subject to the approval of Flex’s Board of Directors, shareholders, and the High Court of the Republic of Singapore and the SEC declaring SpinCo’s Form 10 registration statement effective. Subsequent to the spin-off of CPI from Flex, Flex will continue as an advanced manufacturing and supply chain solutions business consisting of the ITS and RMS segments. There can be no assurance that any spin-off transaction will ultimately occur or, if one does occur, of its terms or timing.
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, 2026 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-month period ended June 26, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2027.
The first quarters for fiscal years 2027 and 2026 ended on June 26, 2026 and June 27, 2025, respectively, and are comprised of 87 and 88 days, respectively.
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.
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; valuation of warrants, and the fair values of restricted share unit awards granted under the Company's stock-based compensation plans. Due to global economic conditions, including the impact of ongoing trade conflicts and tariffs, and geopolitical conflicts (including the Russian invasion of Ukraine, recent U.S. and Israel military operations in Iran, 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 foregoing factors. 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. The Company is currently evaluating the guidance to determine the impact on the Company's disclosures. In January 2025, the FASB issued ASU 2025-01 on the same topic to clarify the amendments for ASU 2024-03 are effective for the Company in the fourth quarter of fiscal year 2028.
In December 2025, the FASB issued ASU 2025-12 "Codification Improvements", which includes numerous refinements and enhancements, including clarifications on the accounting for the retirement of treasury stock among others. The guidance is effective for the Company beginning in the first quarter of fiscal year 2028. The Company is currently evaluating the guidance to determine the method of adoption and impact on the Company's disclosures.
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 June 26, 2026 | As of March 31, 2026 | ||||||||||
| (In millions) | |||||||||||
| Raw materials | $ | 5,471 | $ | 4,834 | |||||||
| Work-in-progress | 457 | 474 | |||||||||
| Finished goods | 525 | 537 | |||||||||
| $ | 6,453 | $ | 5,845 |
In addition to the Flex controlled inventory shown above, the Company held inventory controlled by customers of $1.5 billion and $1.3 billion as of June 26, 2026 and March 31, 2026, respectively. These amounts are reported in other current assets in the condensed consolidated balance sheets.
Goodwill and Other Intangible Assets
During the three-month period ended June 26, 2026, goodwill increased by $462 million with $473 million from an acquisition completed in the first quarter of fiscal year 2027. This was slightly offset by $6 million of goodwill derecognized in the sale of a site in North America and currency impacts of $5 million. See note 12 for further details of the acquisition and disposition completed in the quarter.
The components of acquired intangible assets are as follows:
| June 26, 2026 | March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||
| Intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Customer-related intangibles | $ | 616 | $ | (171) | $ | 445 | $ | 317 | $ | (156) | $ | 161 | |||||||||||||||||||||||||||||
| Licenses and other intangibles | 374 | (83) | 291 | 198 | (76) | 122 | |||||||||||||||||||||||||||||||||||
| Total | $ | 990 | $ | (254) | $ | 736 | $ | 515 | $ | (232) | $ | 283 |
The gross carrying amounts of intangible assets are removed when fully amortized.
The estimated future annual amortization expense for intangible assets is as follows:
| Fiscal Year Ending March 31, | Amount | |||||||
| (In millions) | ||||||||
| 2027 (1) | $ | 79 | ||||||
| 2028 | 93 | |||||||
| 2029 | 69 | |||||||
| 2030 | 62 | |||||||
| 2031 | 58 | |||||||
| Thereafter | 375 | |||||||
| Total amortization expense | $ | 736 |
(1)Represents estimated amortization for the remaining nine-month period of the fiscal year ending March 31, 2027.
Customer Working Capital Advances
Customer working capital advances were $1.7 billion and $1.8 billion as of June 26, 2026 and March 31, 2026, 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 $544 million and $538 million as of June 26, 2026 and March 31, 2026, respectively.
Other Current Liabilities
Other current liabilities include customer-related accruals of $498 million and $355 million as of June 26, 2026 and March 31, 2026, respectively.
Supplier Finance Programs
The Company has six 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. The Company has 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 June 26, 2026 and March 31, 2026 were $134 million and $154 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 $441 million and $431 million as of June 26, 2026 and March 31, 2026, respectively, of which $370 million and $362 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:
| Three-Month Periods Ended | |||||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| Timing of Transfer | (In millions) | ||||||||||||||||||||||
| ITS | |||||||||||||||||||||||
| Point in time | $ | 1,554 | $ | 1,760 | |||||||||||||||||||
| Over time | 1,502 | 798 | |||||||||||||||||||||
| Total | 3,056 | 2,558 | |||||||||||||||||||||
| RMS | |||||||||||||||||||||||
| Point in time | 1,504 | 1,429 | |||||||||||||||||||||
| Over time | 1,166 | 962 | |||||||||||||||||||||
| Total | 2,670 | 2,391 | |||||||||||||||||||||
| CPI | |||||||||||||||||||||||
| Point in time | 1,530 | 1,565 | |||||||||||||||||||||
| Over time | 672 | 61 | |||||||||||||||||||||
| Total | 2,202 | 1,626 | |||||||||||||||||||||
| Flex | |||||||||||||||||||||||
| Point in time | 4,588 | 4,754 | |||||||||||||||||||||
| Over time | 3,340 | 1,821 | |||||||||||||||||||||
| Total | $ | 7,928 | $ | 6,575 |
Concentration of Risk
Sales of the Company's products are concentrated among specific customers. A significant customer accounted for 12% of net sales during the three-month period ended June 26, 2026. The majority of the revenue with this customer is included within the CPI segment. No other customer accounted for more than 10% of net sales during the three-month periods ended June 26, 2026 or June 27, 2025.
4. SHARE-BASED COMPENSATION AND WARRANTS
Flex historically maintains share-based compensation plans at the corporate level. The Company grants equity compensation awards under its 2017 Equity Incentive Plan (the "2017 Plan").
Share-Based Compensation Expense
The following table summarizes the Company’s share-based compensation expense for the 2017 Plan:
| Three-Month Periods Ended | |||||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Cost of sales | $ | 7 | $ | 8 | |||||||||||||||||||
| Selling, general and administrative expenses | 44 | 26 | |||||||||||||||||||||
| Total share-based compensation expense | $ | 51 | $ | 34 |
The 2017 Plan
During the three-month period ended June 26, 2026, the Company granted 1.7 million restricted share unit ("RSU") awards. Of this amount, 0.8 million are plain-vanilla unvested RSU awards that vest over a period of three years, with no performance or market conditions, with an average grant date price of $151.88 per award. In addition, 0.3 million unvested shares represent the target amount of grants made to certain key employees whereby vesting is contingent on certain performance conditions, with an average grant date price of $151.99 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 0.7 million based on the level of achievement of these performance conditions. The awards will cliff vest after a period of three years, depending on the specific performance metrics, to the extent such performance conditions have been met. No shares were granted with market based conditions during the first quarter of fiscal year 2027. The remaining balance of 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 2024. These awards were issued and immediately vested in accordance with the terms and conditions of the underlying awards.
As of June 26, 2026, 6.2 million unvested RSU awards under the 2017 Plan were outstanding, of which vesting for a targeted amount of 0.5 million shares is contingent on meeting certain market conditions, and vesting for a targeted amount of 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 0.9 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 3.9 million based on the achievement levels. During the three-month period ended June 26, 2026, 1.4 million shares vested in connection with the awards with market and performance conditions granted in fiscal year 2024.
As of June 26, 2026, total unrecognized compensation expense related to unvested RSU awards under the 2017 Plan was $350 million and will be recognized over a weighted-average remaining vesting period of 2.2 years.
Warrant
On August 15, 2025, the Company issued the Warrant ("the Warrant") to Amazon.com NV Investment Holdings LLC (“Warrantholder”), a wholly-owned subsidiary of Amazon.com, Inc. ("Parent") to purchase up to an aggregate of 3,859,851 Warrant Shares ("Warrant Shares") at an exercise price of $51.29 per share, which is the preceding 30 trading days Volume-Weighted Average Price. The Warrant allows for cashless exercise and expires on August 15, 2030; however, if there are unexercised Warrant Shares as of the expiration date, and the Company and Warrantholder maintain a continued commercial relationship, the Company shall negotiate in good faith with Warrantholder to agree to issue to Warrantholder a new two-year warrant as of the expiration date that provides the same exercise price and other terms for vested and unexercised Warrant Shares, that also takes into account the commercial relationship in effect at such time. The Warrant Shares are subject to vesting based on qualifying payments (as defined in the Warrant) for the purchase of all products and services by or on behalf of Parent and its affiliates over the term of the Warrant. Upon the consummation of an acquisition transaction (as defined in the related transaction agreement), which may include a distribution to shareholders, subject to a specified condition, the unvested portion of the Warrant will vest in part or in full. So long as the Warrant is unexercised, the Warrant does not entitle Warrant holder to any voting rights or any other shareholder rights. The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments. The expense associated with the Warrant Shares will be recorded as a deduction to revenue as the customer purchases products and services over the vesting period.
The estimated fair value of the Warrant was determined as of the issuance date, using the Black-Scholes option pricing model. The following assumptions were used in the model:
| As of August 15, 2025 | |||||
| Expected volatility | 45.8 | % | |||
| Expected dividend yield | — | % | |||
| Expected life | 7 years | ||||
| Risk-free interest rate | 4.0 | % |
The calculated fair value of each Warrant Share at the issuance date was $25.47. The Company recorded charges of $3 million during the three-month period ended June 26, 2026. As of the quarter ended June 26, 2026, 0.1 million Warrant Shares have vested and are exercisable.
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 Ended | |||||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | 285 | $ | 192 | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average ordinary shares outstanding - basic | 366 | 374 | |||||||||||||||||||||
| Weighted-average ordinary share equivalents from RSU awards (1) | 8 | 7 | |||||||||||||||||||||
| Weighted-average ordinary shares and ordinary share equivalents outstanding - diluted | 374 | 381 | |||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 0.78 | $ | 0.51 | |||||||||||||||||||
| Diluted | $ | 0.76 | $ | 0.50 |
(1)An immaterial amount of RSU awards for both the three-month periods ended June 26, 2026 and June 27, 2025, 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. BANK BORROWINGS AND LONG-TERM DEBT
Bank borrowings and long-term debt as of June 26, 2026 and March 31, 2026 are as follows:
| Maturity Date | As of June 26, 2026 | As of March 31, 2026 | |||||||||||||||
| (In millions) | |||||||||||||||||
| 6.000% Notes (1) | January 2028 | $ | 399 | $ | 398 | ||||||||||||
| 4.875% Notes (1) | June 2029 | 654 | 654 | ||||||||||||||
| 4.875% Notes (1) | May 2030 | 670 | 671 | ||||||||||||||
| 5.250% Notes (1) | January 2032 | 651 | 651 | ||||||||||||||
| 5.375% Notes (1) | November 2035 | 598 | 598 | ||||||||||||||
| Senior Term Loan (3) | November 2027 | 1,450 | — | ||||||||||||||
| Delayed Draw Term Loan | December 2027 | 500 | 500 | ||||||||||||||
| 3.600% HUF Bonds (2) | December 2031 | 318 | 296 | ||||||||||||||
| Debt issuance costs | (21) | (17) | |||||||||||||||
| 5,219 | 3,751 | ||||||||||||||||
| Current portion, net of debt issuance costs | — | — | |||||||||||||||
| Non-current portion | $ | 5,219 | $ | 3,751 |
(1)The notes are carried at the principal amount of each note less any unamortized discount and unamortized debt issuance costs and inclusive of any unamortized premium. The notes are the Company’s senior unsecured obligations and rank equally with all other existing and future senior unsecured debt obligations.
(2)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.
(3)In May 2026, the Company entered into a senior term loan agreement.
The weighted-average interest rate for the Company's long-term debt was 4.8% and 4.9% as of June 26, 2026 and March 31, 2026, respectively.
Scheduled repayments of the Company's bank borrowings and long-term debt as of June 26, 2026 are as follows:
| Fiscal Year Ending March 31, | Amount | |||||||
| (In millions) | ||||||||
| 2027 | $ | — | ||||||
| 2028 | 2,349 | |||||||
| 2029 | 32 | |||||||
| 2030 | 685 | |||||||
| 2031 | 701 | |||||||
| Thereafter | 1,473 | |||||||
| Total | $ | 5,240 |
Senior Term Loan due November 2027
In April 2026, the Company entered into a $1.45 billion loan agreement to finance the acquisition of Electrical Power Products, Inc. This loan was syndicated in May 2026, with $1.38 billion of the debt being transferred to new lenders. This transfer is accounted for as a debt extinguishment and so is presented as additional borrowings and repayments in the condensed consolidated statements of cash flows. Interest is based on Term SOFR plus an applicable credit spread determined by Flex's credit rating. The term loan matures on November 29, 2027.
7. INTEREST EXPENSE AND INTEREST INCOME
Interest expense and interest income for the three-month periods ended June 26, 2026 and June 27, 2025 are composed of the following:
| Three-Month Periods Ended | |||||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Interest expenses on debt obligations | $ | 57 | $ | 45 | |||||||||||||||||||
| AR sale program related expenses | 3 | 6 | |||||||||||||||||||||
| Interest income | (13) | (13) |
8. 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 June 26, 2026, the aggregate notional amount of the Company’s outstanding foreign currency derivative contracts was $8.2 billion as summarized below:
| Notional Contract Value in USD | ||||||||||||||
| Currency | Buy | Sell | ||||||||||||
| (In millions) | ||||||||||||||
| Cash Flow Hedges | p | |||||||||||||
| MXN | $ | 675 | $ | — | ||||||||||
| HUF | 448 | — | ||||||||||||
| CNY | 460 | — | ||||||||||||
| MYR | 215 | 9 | ||||||||||||
| Other | 322 | — | ||||||||||||
| 2,120 | 9 | |||||||||||||
| Other Foreign Currency Contracts | ||||||||||||||
| CNY | 794 | 487 | ||||||||||||
| EUR | 708 | 665 | ||||||||||||
| MXN | 501 | 372 | ||||||||||||
| MYR | 279 | 109 | ||||||||||||
| JPY | 7 | 274 | ||||||||||||
| BRL | — | 252 | ||||||||||||
| Other | 932 | 655 | ||||||||||||
| 3,221 | 2,814 | |||||||||||||
| Total Notional Contract Value in USD | $ | 5,341 | $ | 2,823 |
As of June 26, 2026, 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. 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. Deferred gains were $27
million as of June 26, 2026 and are 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 gains attributable to changes in fair value of the USD HUF cross currency swaps, which are discussed below.
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, and the fair value of the cross currency swaps was included in other current assets and other non-current liabilities as of June 26, 2026 and March 31, 2026, respectively. The changes in fair value of the USD HUF cross currency swaps are reported in accumulated other comprehensive loss. In addition, corresponding amounts are 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 at June 26, 2026 and March 31, 2026:
| Fair Values of Derivative Instruments | |||||||||||||||||||||||||||||||||||
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||||||||||
| Fair Value | Fair Value | ||||||||||||||||||||||||||||||||||
| Balance Sheet Location | June 26, 2026 | March 31, 2026 | Balance Sheet Location | June 26, 2026 | March 31, 2026 | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | Other current assets | $ | 33 | $ | 39 | Other current liabilities | $ | (22) | $ | (18) | |||||||||||||||||||||||||
| Foreign currency contracts | Other non-current assets | 27 | — | Other non-current liabilities | — | (29) | |||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | Other current assets | $ | 24 | $ | 15 | Other current liabilities | $ | (30) | $ | (27) |
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. 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.
9. ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component, net of tax, are as follows:
| Three-Month Periods Ended | |||||||||||||||||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on derivative instruments and other | Foreign currency translation adjustments | Total | Unrealized gain (loss) on derivative instruments and other | Foreign currency translation adjustments | Total | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Beginning balance | $ | (15) | $ | (152) | $ | (167) | $ | (19) | $ | (205) | $ | (224) | |||||||||||||||||||||||
| Other comprehensive gain (loss) before reclassifications | 77 | (16) | 61 | 57 | 69 | 126 | |||||||||||||||||||||||||||||
| Net (gain) loss reclassified from accumulated other comprehensive loss | (45) | 1 | (44) | (18) | — | (18) | |||||||||||||||||||||||||||||
| Net current-period other comprehensive gain (loss) | 32 | (15) | 17 | 39 | 69 | 108 | |||||||||||||||||||||||||||||
| Ending balance | $ | 17 | $ | (167) | $ | (150) | $ | 20 | $ | (136) | $ | (116) |
Substantially all unrealized gains and losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the three-month period ended June 26, 2026 were reclassified out of accumulated other comprehensive
loss to other charges (income), net and cost of sales in the condensed consolidated statements 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 June 26, 2026 and June 27, 2025 were $1 million and $(11) million, respectively.
10. 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 $0.6 billion and $0.5 billion as of June 26, 2026 and March 31, 2026. For the three-month periods ended June 26, 2026 and June 27, 2025, total accounts receivable sold to certain third-party banking institutions was $0.6 billion and $0.9 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.
11. 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.
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.
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 accrued for contingent consideration related to an acquisition in fiscal year 2025, 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. During the three months ended June 26, 2026, the Company fully released the remaining $2 million contingent consideration liability. Accordingly, the contingent consideration liability was zero and $2 million, as of June 26, 2026 and March 31, 2026 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 changes in expected revenues or in the discount rate and volatility assumptions used would impact fair value estimates. The interrelationship between these inputs is not considered significant.
During the three-month periods ended June 26, 2026 and June 27, 2025, there were no other additions to the accrual, payments, fair value adjustments, or unrealized gains or losses included in earnings.
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 either level 1 or level 2, dependent on the valuation inputs, within the fair value hierarchy.
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 June 26, 2026 and March 31, 2026:
| Fair Value Measurements as of June 26, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet) | $ | — | $ | 2,176 | $ | — | $ | 2,176 | |||||||||||||||
| Foreign currency contracts (Note 8) | — | 84 | — | 84 | |||||||||||||||||||
| Deferred compensation plan assets: | 0 | ||||||||||||||||||||||
| Mutual funds, money market accounts and equity securities | 40 | 13 | — | 53 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Foreign currency contracts (Note 8) | $ | — | $ | (52) | $ | — | $ | (52) | |||||||||||||||
| Contingent consideration in connection with business acquisitions | — | — | — | — | |||||||||||||||||||
| Fair Value Measurements as of March 31, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet) | $ | — | $ | 1,644 | $ | — | $ | 1,644 | |||||||||||||||
| Foreign currency contracts (Note 8) | — | 55 | — | 55 | |||||||||||||||||||
| Deferred compensation plan assets: | 0 | ||||||||||||||||||||||
| Mutual funds, money market accounts and equity securities | 35 | 13 | — | 48 | |||||||||||||||||||
| Liabilities: | 0 | ||||||||||||||||||||||
| Foreign currency contracts (Note 8) | $ | — | $ | (73) | $ | — | $ | (73) | |||||||||||||||
| Contingent consideration in connection with business acquisitions | — | — | (2) | (2) |
Other financial instruments
The following table presents the Company’s major debts not carried at fair value as of June 26, 2026 and March 31, 2026:
| As of June 26, 2026 | As of March 31, 2026 | ||||||||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | Fair Value Hierarchy | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| 6.000% Notes due January 2028 | $ | 399 | $ | 406 | $ | 398 | $ | 406 | Level 1 | ||||||||||||||||||||
| 4.875% Notes due June 2029 | 654 | 655 | 654 | 655 | Level 1 | ||||||||||||||||||||||||
| 4.875% Notes due May 2030 | 670 | 670 | 671 | 669 | Level 1 | ||||||||||||||||||||||||
| 5.250% Notes due January 2032 | 651 | 653 | 651 | 651 | Level 1 | ||||||||||||||||||||||||
| 5.375% Notes due November 2035 | 598 | 591 | 598 | 585 | Level 1 | ||||||||||||||||||||||||
| Senior Term Loan due November 2027 | 1,450 | 1,452 | — | — | Level 1 | ||||||||||||||||||||||||
| Delayed Draw Term Loan due December 2027 | 500 | 500 | 500 | 500 | Level 1 | ||||||||||||||||||||||||
| 3.600% HUF Bonds due December 2031 | 318 | 254 | 296 | 237 | Level 2 |
The Notes due January 2028, June 2029, May 2030, January 2032, and November 2035 are valued based on broker trading prices in active markets. The Term Loan due December 2027 bears interest at variable interest rates; therefore, as of June 26, 2026, the carrying amount approximates fair value. HUF Bonds are valued based on the broker trading prices in an inactive market. The Senior Term loan due November 2027 bears interest at variable interest rates.
12. BUSINESS ACQUISITIONS & DISPOSITIONS
On May 1, 2026, the Company completed the acquisition of 100% ownership of Electrical Power Products, Inc. ("EPP"), a U.S. leader in critical power solutions for a total estimated purchase consideration of $1.2 billion in cash. The allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed is based on their estimated fair values as of the date of acquisition. The business is included in the CPI segment. Additional information which existed as of the acquisition date, may become known to the Company during the remainder of the measurement period, a period which is not to exceed 12 months from the date of the acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the measurement period.
The following represents the Company's initial allocation of the total purchase price to the acquired assets and liabilities of the acquired business (in millions):
| Amount ($M) | |||||
| ASSETS | |||||
| Current Assets: | |||||
| Cash | $ | 23 | |||
| Accounts receivable | 69 | ||||
| Inventory | 99 | ||||
| Contract assets | 62 | ||||
| Other current assets | 5 | ||||
| Total current assets | 258 | ||||
| Operating lease right-of-use assets, net | 1 | ||||
| Property and equipment | 44 | ||||
| Intangible assets | 478 | ||||
| Goodwill | 473 | ||||
| Total assets | $ | 1,254 | |||
| LIABILITIES AND PURCHASE CONSIDERATION | |||||
| Current Liabilities: | |||||
| Accounts payable | $ | 10 | |||
| Deferred revenue | 36 | ||||
| Accrued liabilities | 11 | ||||
| Operating lease liabilities | 1 | ||||
| Other current liabilities | 9 | ||||
| Total liabilities | 67 | ||||
| Total purchase consideration | $ | 1,187 |
The following represents the Company's initial allocation of intangible assets identified in the purchase price allocation of the acquired business (in millions):
| Amount ($M) | Estimated Useful Life | ||||||||||
| Identifiable Intangible Assets | |||||||||||
| Trade Names | $ | 132 | 15 years | ||||||||
| Know-How | 46 | 10 years | |||||||||
| Backlog | 44 | 2 years | |||||||||
| Customer Relationships | 256 | 20 years | |||||||||
| Total | $ | 478 |
Pro-forma results of operations have not been presented because the acquisition was not material to the Company's condensed consolidated financial results for the period presented.
Fiscal Year 2027 Divestitures
During the first quarter of fiscal year 2027, the Company sold a non-strategic North American business that was reported in its RMS segment. Gross cash sale proceeds of $90 million were received, generating a gain on sale of $46 million. The gain on sale is reported in other charges (income), net in the condensed consolidated statement of operations. Derecognized assets included $6 million of goodwill allocated on a relative fair value basis from the Automotive reporting unit.
13. 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.
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. The Company was unsuccessful at the administrative level in two of the remaining assessments 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 $7 million). The Brazilian court ruled in favor of the Company on the first annulment action on March 7, 2025 and the assessment obligation has been canceled, although it remains subject to appeal. 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 $12 million). The Company is still awaiting a resolution of the second annulment action. 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 the remaining assessments and annulment actions in the near future.
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.
14. SHARE REPURCHASES
During the three-month period ended June 26, 2026, the Company made no share repurchases.
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 most recent Annual General Meeting held on August 6, 2025. As of June 26, 2026, shares in the aggregate amount of $1.1 billion were available to be repurchased under the current plan.
15. SEGMENT REPORTING
The Company reports its financial performance based on three operating and reportable segments, ITS, RMS, and CPI 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 amortization of intangibles, stock-based compensation, certain restructuring and impairment charges, customer related asset impairment, legal and other, interest expense, interest income, other charges (income), net, and equity in earnings of unconsolidated affiliates. A portion of depreciation is allocated to the respective segments, together with other general corporate, research and development and administrative expenses.
The Company's Chief Executive Officer is our Chief Operating Decision Maker ("CODM") who compares actual segment income to budgeted financial performance in evaluating how we allocate resources, assess performance and make strategic and operational decisions.
Selected financial information by segment for the three-month periods ended June 26, 2026 and June 27, 2025 are in the tables below: Historical information for the three-month period ended June 27, 2025 has been recast to reflect the operating and reportable segments in the table below and in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations."
| ITS | RMS | CPI | Total | ||||||||||||||||||||
| Three-Months Ended June 26, 2026 | (In millions) | ||||||||||||||||||||||
| Net Sales | $ | 3,056 | $ | 2,670 | $ | 2,202 | $ | 7,928 | |||||||||||||||
| Segment Cost of Sales Total | (2,831) | (2,403) | (1,928) | ||||||||||||||||||||
| Segment selling, general and administrative expenses | (67) | (91) | (60) | ||||||||||||||||||||
| Segment income | $ | 158 | $ | 176 | $ | 214 | $ | 548 | |||||||||||||||
| Reconciling items: | |||||||||||||||||||||||
| Corporate & other | $ | 14 | |||||||||||||||||||||
| Intangible amortization | 23 | ||||||||||||||||||||||
| Stock-based compensation | 51 | ||||||||||||||||||||||
| Restructuring and impairment charges (1) | 1 | ||||||||||||||||||||||
| Legal and other (2) | 67 | ||||||||||||||||||||||
| Interest expenses | 60 | ||||||||||||||||||||||
| Interest income | 13 | ||||||||||||||||||||||
| Other charges (income), net | (37) | ||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates | (5) | ||||||||||||||||||||||
| Income before income taxes | $ | 377 |
(1)Certain restructuring charges of $1 million are excluded from the reconciling amount of $1 million as they are included within segment income.
(2)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, impairments and other costs such as acquisition and portfolio optimization related costs. For the three month period ended June 26, 2026, legal and other included $53 million of costs associated with the intended spin-off of the CPI business and $14 million of costs related to business acquisitions.
| ITS | RMS | CPI | Total | ||||||||||||||||||||
| Three-Months Ended June 27, 2025 | (In millions) | ||||||||||||||||||||||
| Net Sales | $ | 2,558 | $ | 2,391 | $ | 1,626 | $ | 6,575 | |||||||||||||||
| Segment Cost of Sales Total | (2,363) | (2,182) | (1,428) | ||||||||||||||||||||
| Segment selling, general and administrative expenses | (64) | (83) | (43) | ||||||||||||||||||||
| Segment income | $ | 131 | $ | 126 | $ | 155 | $ | 412 | |||||||||||||||
| Reconciling items: | |||||||||||||||||||||||
| Corporate & other | $ | 17 | |||||||||||||||||||||
| Intangible amortization | 21 | ||||||||||||||||||||||
| Stock-based compensation | 34 | ||||||||||||||||||||||
| Restructuring charges | 23 | ||||||||||||||||||||||
| Legal and other (1) | 6 | ||||||||||||||||||||||
| Interest expenses | 51 | ||||||||||||||||||||||
| Interest income | 13 | ||||||||||||||||||||||
| Other charges (income), net | 7 | ||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates | (20) | ||||||||||||||||||||||
| Income before income taxes | $ | 246 |
(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 and portfolio optimization related costs and asset impairments. During the first quarter of fiscal year 2026, legal costs were primarily related to costs from acquisitions occurring in fiscal year 2025 and the first quarter of fiscal year 2026.
Corporate and Other primarily includes corporate service costs that are not included in the CODM's 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.
Property and equipment on a segment basis is not separately identified and is not internally reported by segment to the Company's CODM as described above.
Total depreciation expense, including amounts allocated to the reportable segments and Corporate and Other for the three-month periods ended June 26, 2026 and June 27, 205 are as follows:
| Three-Month Periods Ended | |||||||||||||||||||||||
| June 26, 2026 | June 27, 2025 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Depreciation expense: | |||||||||||||||||||||||
| Integrated Technology Solutions | $ | 36 | $ | 44 | |||||||||||||||||||
| Regulated Manufacturing Solutions | 56 | 54 | |||||||||||||||||||||
| Cloud and Power Infrastructure | 21 | 14 | |||||||||||||||||||||
| Corporate and Other | 3 | 3 | |||||||||||||||||||||
| Total depreciation expense | $ | 116 | $ | 115 |
16. RESTRUCTURING CHARGES
The Company continued to improve operational efficiencies through targeted restructuring activities during the first quarter of fiscal year 2027. During the three-month periods ended June 26, 2026, the Company recognized $2 million of restructuring and impairment charges, of which $1 million related to employee severance and $1 million for impairment.
The following table summarizes the provisions, respective payments, and remaining accrued balance for restructuring charges incurred as of June 26, 2026:
| Severance | |||||
| (In millions) | |||||
| Balance as of March 31, 2026 | $ | 63 | |||
| Provision for net charges incurred | 1 | ||||
| Cash payments | (22) | ||||
| Non-cash reductions | — | ||||
| Balance as of June 26, 2026 | 42 | ||||
| Less: Current portion (classified as other current liabilities) | 42 | ||||
| Accrued restructuring costs, net of current portion (classified as other non-current liabilities) | $ | — |
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