FLEX LTD. - Annual Report: 2025 (Form 10-K)

Our cash balances are generated and held in numerous locations throughout the world. Liquidity is affected by many factors, some of which are based on normal ongoing operations of the business and some of which arise from fluctuations related to global economics and markets. Local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances; however, any current restrictions are not material. We do not currently expect such regulations and restrictions to impact our ability to pay vendors and conduct operations throughout the global organization. We believe that our existing cash balances, together with anticipated cash flows from operations and borrowings available under our credit facilities, will be sufficient to fund our operations through at least the next twelve months and beyond.

Future liquidity needs will depend on fluctuations in levels of inventory, accounts receivable and accounts payable, the timing of capital expenditures for new equipment, the extent to which we utilize operating leases for new facilities and equipment, and the levels of shipments and changes in the volume of customer orders.

We maintain a commercial paper program which provides short-term financing under which there were no borrowings outstanding as of March 31, 2025.

Historically, we have funded operations from cash and cash equivalents generated from operations, proceeds from public offerings of debt securities, bank debt and lease financings. We may enter into debt and equity financings, sales of accounts receivable and lease transactions to fund acquisitions and anticipated growth as needed. During fiscal year 2025 and 2024, we received approximately $4.0 billion and $3.6 billion, respectively, from other sales of receivables under our factoring programs. As of March 31, 2025 and 2024, the outstanding balance on receivables sold for cash was $0.7 billion and $0.8 billion, respectively, under our accounts receivable factoring programs, which were removed from accounts receivable balances in our consolidated balance sheets.

Historically we have been successful in refinancing and extending the maturity dates on our term loans and credit facilities. In July 2022, the Company entered into a new $2.5 billion credit agreement which matures in July 2027 and consists of a $2.5 billion revolving credit facility with a sub-limit of $360 million available for swing line loans, and a sub-limit of $175 million available for the issuance of letters of credit. 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. Refer to note 9 to the condensed consolidated financial statement for details.

The sale or issuance of equity or convertible debt securities could result in dilution to current shareholders. Further, we may issue debt securities that have rights and privileges senior to those of holders of ordinary shares, and the terms of this debt could impose restrictions on operations and could increase debt service obligations. This increased indebtedness could limit our flexibility as a result of debt service requirements and restrictive covenants, potentially affect our credit ratings, and may limit our ability to access additional capital or execute our business strategy. Any downgrades in credit ratings could adversely affect our ability to borrow as a result of more restrictive borrowing terms. We continue to assess our capital structure and evaluate the merits of redeploying available cash to reduce existing debt or repurchase ordinary shares.

Under our current share repurchase program, our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $1.7 billion in accordance with the share purchase mandate approved by our shareholders at the date of the most recent Annual General Meeting which was held on August 8, 2024. During fiscal year 2025, we paid $1.3 billion to repurchase shares under the current and prior repurchase plans at an average price of $32.66 per share. As of March 31, 2025, shares in the aggregate amount of $1.0 billion were available to be repurchased under the current plan.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

In March 2025, we entered into a $500 million delayed draw term loan credit agreement, under which we had no borrowings outstanding as of March 31, 2025. Borrowings under the delayed draw term loan may be used for working capital, capital expenditures, refinancing of current debt, and other general corporate purposes. All borrowings under the delayed draw term loan will become due on December 31, 2027. Interest is based on either (a) a Term SOFR-based formula plus a margin of 87.5 basis points to 150 basis points, depending on the Company’s credit ratings, or (b) a Base Rate formula plus a margin of 0.0 basis point to 50.0 basis points, depending on the Company's credit ratings. Refer to note 9 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for details of our debt obligations.

In addition. we have leased certain of our property and equipment under finance lease commitments, and certain of our facilities and equipment under operating lease commitments. The following table summarizes current and non-current material cash requirements as of March 31, 2025 including future payments due under our debt including finance leases and related interest obligations and operating leases (amounts may not sum due to rounding):

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	Total		1 Year or Less		2 - 3 Years		4 - 5 Years		Greater Than 5 Years
	(In millions)
Contractual Obligations:

Bank borrowings, long-term debt and finance lease obligations:
Bank borrowings and long-term debt	$	3,706	$	1,209	$	398	$	709	$	1,390

Total shareholders' equity
Total liabilities and shareholders' equity	$		$

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

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FLEX LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Fiscal Year Ended March 31,
	2025	2024	2023
	(In millions, except per share amounts)
Net sales	$	$	$
Cost of sales
Restructuring charges
Gross profit
Selling, general and administrative expenses
Intangible amortization
Restructuring charges
Operating income
Interest expense
Interest income
Other charges (income), net	()
Equity in earnings (losses) of unconsolidated affiliates	()		()
Income from continuing operations before income taxes
Provision for (benefit from) income taxes		()
Net income from continuing operations
Net income from discontinued operations, net of tax
Net income
Net income attributable to noncontrolling interest and redeemable noncontrolling interest
Net income attributable to Flex Ltd.	$	$	$


Basic earnings per share from continuing operations	$	$	$
Basic earnings per share from discontinued operations
Basic earnings per share attributable to the shareholders of Flex Ltd.	$	$	$

Diluted earnings per share from continuing operations	$	$	$
Diluted earnings per share from discontinued operations
Diluted earnings per share attributable to the shareholders of Flex Ltd.	$	$	$




Weighted-average shares used in computing per share amounts:
Basic
Diluted

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

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FLEX LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Fiscal Year Ended March 31,
	2025	2024	2023
	(In millions)
Net income	$	$	$
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	()	()	()
Unrealized gain (loss) on derivative instruments and other	()
Comprehensive income	$	$	$
Comprehensive income attributable to noncontrolling interest and redeemable noncontrolling interest
Comprehensive income attributable to Flex Ltd.	$	$	$

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

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FLEX LTD.

CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY

Redeemable
Noncontrolling
Interest

Ordinary Shares

Accumulated Other Comprehensive Loss

Total

Amount

Shares
Outstanding

Amount

Accumulated Earnings (Deficit)

Unrealized
Gain (Loss) on
Derivative
Instruments
And Other

Foreign
Currency
Translation
Adjustments

Total
Accumulated
Other
Comprehensive Gain (Loss)

Total Flex Ltd.
Shareholders'
Equity

Noncontrolling
Interest

Shareholders'
Equity

(In millions)

BALANCE AT MARCH 31, 2022

()

Issuance of Nextracker common stock and related transactions

()

—

Payment for pre-IPO dividend to redeemable noncontrolling interest

()

—

Repurchase of Flex Ltd. ordinary shares at cost

—

()

—

()

—

()

Issuance of Flex Ltd. vested shares under restricted share unit awards

—

Net income

—

Stock-based compensation

—

Total other comprehensive gain (loss)

—

()

—

()

BALANCE AT MARCH 31, 2023

()

Spin-off of Nextracker

—

()

—

()

Nextracker follow-on transactions and distribution

—

()

Repurchase of Flex Ltd. ordinary shares at cost

—

()

—

()

—

()

Issuance of Flex Ltd. vested shares under restricted share unit awards

—

Net income

—

Stock-based compensation

—

Total other comprehensive gain (loss)

—

()

—

()

BALANCE AT MARCH 31, 2024

()

Repurchase of Flex Ltd. ordinary shares at cost

—

()

—

()

—

()

Issuance of Flex Ltd. vested shares under restricted share unit awards

—

Net income

—

Stock-based compensation

—

Total other comprehensive gain (loss)

—

()

—

()

BALANCE AT MARCH 31, 2025

()

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

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FLEX LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

)) )


	Fiscal Year Ended March 31,
	2025	2024	2023
	(In millions)
Cash flows from operating activities:
Net income	$	$	$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
Amortization and other impairment charges

Other non-cash income		()	()
Non-cash lease expense
Stock-based compensation

Deferred income taxes		()	()
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	()		()
Contract assets	()	()	()
Inventories			()
Other current and noncurrent assets	()	()	()
Accounts payable		()	()
Other current and noncurrent liabilities	()	()
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment	()	()	()
Proceeds from the disposition of property and equipment
Acquisitions of businesses, net of cash acquired	()
Proceeds from divestiture of businesses, net of cash held in divested businesses	()
Other investing activities, net
Net cash used in investing activities	()	()	()
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt
Repayments of bank borrowings and long-term debt	()	()	()

Payments for repurchases of ordinary shares	()	()	()

Proceeds from issuances of Nextracker shares
Payment for pre-IPO dividend to redeemable noncontrolling interest			()
Payment for purchase of Nextracker LLC units from TPG		()

(1)A reduction of approximately $ million as a result of the divestiture of a non-strategic immaterial business within the FRS segment in fiscal year 2024.

(2)Represents goodwill of $ million from the Crown acquisition, $ million from the JetCool acquisition and $ million from an acquisition completed in the first quarter of fiscal year 2025. Refer to Note 19 for further details.

. residual value is estimated for any intangible assets. The fair value of the Company's intangible assets purchased through business combinations is determined based on management's estimates of cash flow and recoverability. million as a result of the Company's acquisitions during the period. These acquisitions contributed an additional $ million in customer-related intangible assets and $ million in licenses and other intangibles assets, such as trade names and technology. Refer to note 19 for additional information.

$ $()$ $ $()$ Licenses and other intangibles () () Total$ $()$ $ $()$

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million, $ million and $ million, respectively. The gross carrying amounts of intangible assets are removed when fully amortized. During fiscal year 2025, the gross carrying amounts of fully amortized intangible assets totaled $ million. 2027 2028 2029 2030 Thereafter Total amortization expense$

The Company owns or licenses various United States and foreign patents relating to a variety of technologies. For certain of the Company's proprietary processes, inventions, and works of authorship, the Company relies on trade secret or copyright protection. The Company also maintains trademark rights (including registrations) for the Company's corporate name and several other trademarks and service marks that the Company uses in the Company's business in the United States and other countries throughout the world. The Company has policies and procedures (including both technological means and training programs for the Company's employees) to identify and protect the Company's intellectual property, as well as that of the Company's customers and suppliers.

Additional information is included in note 10.

million and $ million, respectively.

The Company recognized $ million of equity in losses and $ million of equity in earnings, associated with its equity method investments, in Equity in earnings (losses) of unconsolidated affiliates on the consolidated statements of operations during fiscal years 2025 and 2024, respectively.

Non-consolidated investments in entities are accounted for using the equity method when the Company has an investment in common stock or in-substance common stock, and either (a) has the ability to significantly influence the operating decisions of the issuer, or (b) if the Company has a voting percentage generally equal to or greater than 20% but less than 50%, and for non-majority-owned investments in partnerships when generally greater than 5%. Cost method is used for investments where the Company does not have the ability to significantly influence the operating decisions of the investee, or if the Company’s investment is in securities other than common stock or in-substance common stock.

The Company monitors these investments for impairment indicators and makes appropriate reductions in carrying values as required whenever events or changes in circumstances indicate that the assets may be impaired. The factors the Company

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Customer Working Capital Advances

Customer working capital advances were $ billion and $ billion, as of March 31, 2025 and 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 $ million and $ million as of March 31, 2025 and 2024, respectively.

Other Current Liabilities

Other current liabilities include customer-related accruals of $ million and $ million as of March 31, 2025 and 2024, respectively.

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.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ Invoices confirmed during the year Confirmed invoices paid during the year()()Foreign currency exchange impact() Confirmed obligations outstanding at the end of the year$ $

As of March 31, 2025 and 2024, current operating lease liabilities were $ million and $ million, respectively, which are included in other current liabilities on the consolidated balance sheets.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

year to years. $

$ Operating lease liabilities *Weighted-average remaining lease term (In years) Operating leasesWeighted-average discount rate Operating leases % %

million current lease liabilities and $ million non-current lease liabilities.

$ Right‑of‑use assets obtained in exchange for lease liabilities Operating Lease$ $

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2027 2028 2029 2030 Thereafter Total undiscounted lease payments Less: imputed interest Total lease liabilities$

Total rent expense amounted to $ million, $ million and $ million in fiscal years 2025, 2024 and 2023, respectively.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million and $ million as of March 31, 2025 and 2024, respectively, of which $ million and $ million, respectively, is included in deferred revenue and customer working capital advances under current liabilities.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ Over time Total FRSPoint in time Over time Total FlexPoint in time Over time Total$ $ $

During the year ended March 31, 2025, certain existing customer contractual relationships were changed to provide an enforceable right to payment for work completed to date that had the effect of transitioning revenue with those customers from being recognized on a point in time to an over time basis, with prospective effect. This change had the effect of increasing contract assets by $ million as of March 31, 2025. Contract assets are generally transferred to receivables in the succeeding quarter due to the short-term nature of the Company’s manufacturing cycle.

$ $ Selling, general and administrative expenses Total share-based compensation expense$ $ $

Cash flows related to tax benefits from stock-based compensation are classified as operating cash flows. During fiscal year 2025, the Company recognized $ million of tax benefit associated with stock-based compensation expense as an operating cash inflow. such tax benefits were recognized in fiscal years 2024 and 2023.

The 2017 Plan

As of March 31, 2025, the Company had approximately million shares available for grant under the 2017 Plan. The Company grants restricted share unit ("RSU") awards under its 2017 Plan. RSU awards are rights to acquire a specified number of ordinary shares for cash consideration in exchange for continued service with the Company. RSU awards generally vest in installments over , and unvested RSU awards are generally forfeited upon termination of employment.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million. These costs will be amortized generally on a straight-line basis over a weighted-average period of approximately . Approximately $ million of the total unrecognized compensation cost is related to RSU awards granted to certain key employees whereby vesting is contingent on meeting certain market conditions. Approximately $ million of the total unrecognized compensation cost is related to RSU awards granted to certain key employees whereby vesting is contingent on meeting certain performance conditions.

Determining Fair Value - RSU awards

Valuation and Amortization Method—The fair market value of RSU awards granted, other than those awards with a market condition, is the closing price of the Company's ordinary shares on the date of grant and is generally recognized as compensation expense on a straight-line basis over the respective vesting period.

Determining Fair Value - RSU awards with service and market conditions

Valuation and Amortization Method—The Company estimates the fair value of RSU awards granted under the 2017 Plan whereby vesting is contingent on meeting certain market conditions using Monte Carlo simulation. This fair value is then amortized on a straight-line basis over the vesting period, which is the service period.

Expected Volatility of Flex—Volatility used in a Monte Carlo simulation is derived from the historical volatility of Flex's stock price over a period equal to the service period of the RSU awards granted. The service period is for those RSU awards granted in fiscal years 2025, 2024, and 2023.

Average Peer Volatility—Volatility used in a Monte Carlo simulation is derived from the historical volatilities of Flex's peer companies for the RSU awards granted in fiscal years 2025, 2024, and 2023.

Average Peer Correlation—Correlation coefficients were used to model the movement of Flex's stock price relative to Flex's peer companies for the RSU awards granted in fiscal years 2025, 2024, and 2023.

Expected Dividend —The Company has never paid dividends on its ordinary shares and accordingly the dividend yield percentage is zero for all periods.

Risk-Free Interest Rate assumptions—The Company bases the risk-free interest rate used in the Monte Carlo simulation on the implied yield currently available on U.S. Treasury constant maturities issued with a term equivalent to the expected term of the RSU awards.

% % %Average peer volatility % % %Average peer correlation

(1) Includes an adjustment to the outstanding RSU awards under the terms of the 2017 Plan using a conversion ratio of approximately as a result of the Nextracker spin-off.

(2) Vesting ranges from to % based on performance of Company's average adjusted earnings per share growth and for certain awards vesting ranges from to % based on Company's adjusted operating profit goals.

The total intrinsic value of RSU awards vested under the Company's 2017 Plan was $ million, $ million and $ million during fiscal years 2025, 2024 and 2023, respectively, based on the closing price of the Company's ordinary shares on the date vested.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ Net income from discontinued operations, net of tax (Note 7) Less: Net income attributable to noncontrolling interest and redeemable noncontrolling interest (Note 7) Net income from discontinued operations attributable to Flex Ltd. (Note 7) Total net income attributable to Flex Ltd.$ $ $ Denominator:Weighted-average ordinary shares outstanding - basic Weighted-average ordinary share equivalents from RSU awards (1) Weighted-average ordinary shares and ordinary share equivalents outstanding - diluted Earnings per share - basicContinuing operations$ $ $ Discontinued operations, net of tax (Note 7) Total attributable to the shareholders of Flex Ltd.$ $ $ Earnings per share - dilutedContinuing operations $ $ $ Discontinued operations, net of tax (Note 7) Total attributable to the shareholders of Flex Ltd.$ $ $ ) ) )()

(1)Represents the financial results for the nine-month period prior to the Nextracker spin-off.

(2)Cash flows from discontinued operations operating activities includes the effect of intercompany transactions that were eliminated from Flex's consolidated operations of $ million and ($) million for the fiscal years ended March 31, 2024 and 2023, respectively.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ Income taxes Non-cash investing and financing activity:Unpaid purchases of property and equipment$ $ $ Pre-IPO paid-in-kind dividend to redeemable noncontrolling interest

% Notes ("2025 Notes") (1)June 2025

% Notes ("2026 Notes") (1)

February 2026

% Notes ("2028 Notes") (1)

January 2028

% Notes ("2029 Notes") (1)

June 2029

% Notes ("2030 Notes") (1)

May 2030

% Notes ("2032 Notes") (1)(2)

January 2032

% HUF Bonds (3)

December 2031 $ $

As of March 31, 2025 and 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 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

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million as of March 31, 2025, and are expected to be recognized primarily as a component of cost of sales in the consolidated statement of operations primarily 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 March 31, 2025 and March 31, 2024, 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.

$ Other current liabilities$()$()Foreign currency contractsOther non-current assets Other non-current liabilities()()Derivatives not designated as hedging instrumentsForeign currency contractsOther current assets$ $ Other current liabilities$()$()

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 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.

11.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

)$()$()Other comprehensive loss before reclassifications()()()Net (gain) loss reclassified from accumulated other comprehensive loss Net current-period other comprehensive gain (loss) ()()Ending balance on March 31, 2023$()$()$()Other comprehensive gain (loss) before reclassifications () Net (gain) loss reclassified from accumulated other comprehensive loss() ()Net current-period other comprehensive gain (loss) ()()Ending balance on March 31, 2024$ $()$()Other comprehensive gain (loss) before reclassifications()()()Net (gain) loss reclassified from accumulated other comprehensive loss Net current-period other comprehensive gain (loss)()()()Ending balance on March 31, 2025$()$()$()

Substantially all unrealized gains and losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the fiscal year 2025 were reclassified out of accumulated other comprehensive loss to other charges (income), net and cost of sales in the consolidated statement of operations, which primarily relate to the Company's foreign currency contracts accounted for as cash flow hedges.

12.

billion and $ billion as of March 31, 2025 and 2024, respectively. For the fiscal years ended March 31, 2025, 2024 and 2023, total accounts receivable sold to certain third party banking institutions was approximately $ billion, $ billion and $ billion, respectively. The receivables that were sold were removed from the consolidated balance sheets and the cash received was included as cash provided by operating activities in the consolidated statements of cash flows.

13.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 March 31, 2025 and March 31, 2024, the balances of contingent consideration were $ million and , 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.

There were no transfers between levels in the fair value hierarchy during fiscal years 2025 and 2024.

Financial Instruments Measured at Fair Value on a Recurring Basis

$ $ $ Foreign currency contracts (Note 10) Deferred compensation plan assets:Mutual funds, money market accounts and equity securities Liabilities:Foreign currency contracts (Note 10)$ $()$ $()Contingent consideration in connection with acquisitions ()()

Fair Value Measurements as of March 31, 2024

Level 1

Level 2

Level 3

Total

(In millions)

Assets:

Money market funds and time deposits (Note 2)

Foreign currency contracts (Note 10)

Deferred compensation plan assets:

Mutual funds, money market accounts and equity securities

Liabilities:

Foreign currency contracts (Note 10)

()

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

% Notes due June 2025 Level 1

% Notes due February 2026

Level 1

% Notes due January 2028

Level 1

% Notes due June 2029

Level 1

% Notes due May 2030

Level 1

% Notes due January 2032

Level 1

% HUF Bonds due December 2031

Level 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.

14.

million in the fourth quarter of the fiscal year ended March 31, 2024 as an accrual. The parties reached a settlement in line with the accrued amount after the end of the fourth quarter of the fiscal year ended March 31, 2025.

One of the Company's Brazilian subsidiaries received assessments for certain sales and import taxes. of the assessments have been successfully definitively defeated. The Company was unsuccessful at the administrative level in 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 million Brazilian reals (approximately USD $ 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 million Brazilian reals (approximately USD $ 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 any of these claims in the near future.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 March 31, 2025, approximately $ million of the approximate $ million assessment was abated by the Tax Authority, leaving approximately $ 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.

$()$ Foreign Total$ $ $

$ $ Foreign Deferred:Domestic () Foreign () () (Benefit from) provision for income taxes$ $()$

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ Effect of jurisdictional tax rate differential Change in unrecognized tax benefit()()()Change in valuation allowance()()()Foreign exchange movement on prior year taxes recoverable () Liability for undistributed earnings Global intangible low-taxed income (GILTI) / Subpart F income Nextracker related transactions gains Earnings from partnership U.S. state taxes Excess compensation (Section 162(m)) Other () (Benefit from) provision for income taxes$ $()$

A number of countries in which the Company is located allow for tax holidays or provide other tax incentives to attract and retain business. In general, these holidays were secured based on the nature, size and location of the Company’s operations. The aggregate dollar effect on the Company’s income resulting from tax holidays and tax incentives to attract and retain business for the fiscal years ended March 31, 2025, 2024 and 2023 were $ million, $ million and $ million, respectively. For the fiscal year ended March 31, 2025, the effect on basic and diluted earnings per share was $, and the effects on basic and diluted earnings per share during fiscal years 2024 and 2023 were $, and $, respectively. Unless extended or otherwise renegotiated, the Company's existing holidays will expire in various years through the end of fiscal year 2032.

The Company provides a valuation allowance against deferred tax assets that in the Company's estimation are not more likely than not to be realized. During fiscal years 2025, 2024 and 2023, the Company released net valuation allowances totaling $ million, $ million and $ million, respectively. For fiscal year 2025, included in the $ million net release was a $ million valuation allowance release related to the Company’s Canadian operations as these amounts were deemed to be more likely than not to be realized.

In addition, various other valuation allowance positions in other jurisdictions were increased or decreased to offset movement in deferred tax positions due to varying factors such as one-time income recognition in loss entities with existing valuation allowances, liquidation of entities with existing valuation allowances, recognition of uncertain tax positions impacting deferred tax assets with existing valuation allowances, foreign exchange impacts on deferred tax balances with existing valuation allowances, and current period losses in legal entities with existing valuation allowance positions. These offsetting changes in the valuation allowance included a decrease of $ million in the fiscal year ended March 31, 2025, an increase of $ million and a decrease of $ million in the fiscal years ended March 31 2024 and, 2023, respectively.

Under its territorial tax system, Singapore generally does not tax foreign sourced income until repatriated to Singapore. The Company has included the effects of Singapore's territorial tax system in the rate differential line above. The tax effects of foreign income not repatriated to Singapore for the fiscal years ended March 31, 2025, 2024 and 2023 were $ million, and $ million, respectively.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

)$()Intangible assets()()Others()()Total deferred tax liabilities()()Deferred tax assets:Fixed assets Intangible assets Deferred compensation Inventory valuation Provision for doubtful accounts Net operating loss and other carryforwards Tax receivable agreement Others Total deferred tax assets Valuation allowances()()Total deferred tax assets, net of valuation allowances Net deferred tax asset$ $ The net deferred tax asset is classified as follows:Long-term asset $ $ Long-term liability()()Total$ $

Utilization of the Company's deferred tax assets is limited by the future earnings of the Company in the tax jurisdictions in which such deferred assets arose. As a result, management is uncertain as to when or whether these operations will generate sufficient profit to realize any benefit from the deferred tax assets. The valuation allowance provides a reserve against deferred tax assets that are not more likely than not to be realized by the Company. However, management has determined that it is more likely than not that the Company will realize certain of these benefits and, accordingly, has recognized a deferred tax asset from these benefits. The change in valuation allowance is net of certain increases and decreases to prior year losses and other carryforwards that have no current impact on the tax provision.

The Company has recorded deferred tax assets of approximately $ billion related to tax losses and other carryforwards against which the Company has recorded a valuation allowance for all but $ million of the deferred tax assets.

2032 - 2037 2038 and thereafter Indefinite $

The amount of deferred tax assets considered realizable, however, could be reduced or increased in the near-term if facts, including the amount of taxable income or the mix of taxable income between subsidiaries, differ from management’s estimates.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million of undistributed earnings of its subsidiaries which are considered to be indefinitely reinvested outside of Singapore as management has plans for the use of such earnings to fund certain activities outside of Singapore. The estimated amount of the unrecognized deferred tax liability on these undistributed earnings is approximately $ million. In the current year, the Company, as part of its regular process, assessed its cash position in overseas territories relative to the levels needed to manage operations and fund future investment in those territories. Following a sustained improvement in the working capital position in China and a trend of customers nearshoring their manufacturing operations, management noted that the current and forecasted cash position in China was in excess of levels required to fund the Company’s business in the country. As a result, a deferred tax liability of $ million was recorded on the remaining distributable earnings from China of approximately $ billion. $ Additions based on tax position related to the current year Additions for tax positions of prior years Reductions for tax positions of prior years()()Reductions related to lapse of applicable statute of limitations()()Impact from foreign exchange rates fluctuation ()Balance, end of fiscal year$ $

The Company’s unrecognized tax benefits are subject to change over the next twelve months primarily as a result of the expiration of certain statutes of limitations and as audits are settled. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by an additional approximate $ million within the next twelve months primarily due to potential settlements of various audits and the expiration of certain statutes of limitations.

The Company and its subsidiaries file federal, state, and local income tax returns in multiple jurisdictions around the world. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 2006.

Of the $ million of unrecognized tax benefits at March 31, 2025, $ million will affect the annual effective tax rate ("ETR") if the benefits are eventually recognized. The amount that does not impact the ETR relates to positions that would be settled with a tax loss carryforward previously subject to a valuation allowance.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits within the Company’s tax expense. During the fiscal years ended March 31, 2025, 2024 and 2023, the Company recognized interest and penalties of approximately ($) million, ($) million and ($) million, respectively. The Company had approximately $ million, $ million and $ million accrued for the payment of interest and penalties as of the fiscal years ended March 31, 2025, 2024, and 2023, respectively.

16.

million of restructuring charges, most of which related to employee severance. Certain restructuring charges of $ million are not included in segment income, as disclosed further in note 21.

Fiscal Year 2024

The Company identified certain structural changes to restructure its business throughout fiscal year 2024. During fiscal year 2024, the Company recognized approximately $ million of restructuring charges, most of which related to employee severance and are not included in segment income.

Fiscal Year 2023

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million of restructuring charges, most of which related to employee severance. Restructuring charges are not included in segment income. $ $ $ Provision for charges incurred in fiscal year 2023 Cash payments for charges incurred in fiscal year 2022 and prior() ()Cash payments for charges incurred in fiscal year 2023() ()Non-cash reductions incurred in fiscal year 2023 ()()Balance as of March 31, 2023 Provision for charges incurred in fiscal year 2024 Cash payments for charges incurred in fiscal year 2023 and prior() ()Cash payments for charges incurred in fiscal year 2024() ()Non-cash reductions incurred in fiscal year 2024 ()()()Balance as of March 31, 2024 Cash payments for charges incurred in fiscal year 2024 and prior() ()Cash payments for charges incurred in fiscal year 2025() ()

Non-cash reductions incurred in fiscal year 2025 (1)

()()()()Balance as of March 31, 2025 Less: Current portion (classified as other current liabilities) Accrued restructuring costs, net of current portion (classified as other non-current liabilities)$ $ $ $

(1) The non-cash adjustments predominantly relate to the liabilities derecognized as part of a business disposition. Refer to Note 19 for further details.

17.

$ $()(Gain) on bargain purchase (1)() Other()

18.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ AR sales programs related expenses Interest income()()()

19.

acquisitions during 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 and if the fair value of assets acquired and liabilities assumed exceeds the purchase consideration a gain on bargain purchase was recognized. 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. 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 acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill or gain on bargain purchase during the respective measurement periods.

Acquisition of Crown Technical Systems ("Crown")

On November 19, 2024, the Company completed the business acquisition of % ownership of Crown, a U.S. leader in critical power solutions for a total estimated purchase consideration of $ million, including cash of $ million and a $ 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.

Accounts receivable Inventory Other current assets Total current assets Property and equipment Operating lease right-of-use assets Intangible assets Goodwill Total assets$ Current liabilities:Accounts payable$ Accrued liabilities & other current liabilities Total current liabilities Operating lease liabilities, non-current Total aggregate purchase price$

The intangible assets of $ million are comprised of customer related intangible assets of $ million and licenses and other intangible assets such as trade names and patented technology of $ million. Customer related assets will be amortized

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

years while licenses and other intangibles will be amortized over a weighted-average estimated useful life of years.

Acquisition of JetCool Technologies Inc. ("JetCool")

On November 14, 2024, the Company acquired % ownership of JetCool, a provider of liquid cooling solutions tailored for the data center market, for approximately $ million in cash, a deemed settled pre-existing loan from Flex of approximately $ million, and $ million of contingent consideration for a total estimated purchase price of $ million. JetCool is included in the Communications, Enterprise and Cloud reporting unit within the FAS segment.

Inventory Total current assets Property and equipment Operating lease right-of-use assets

Intangible assets

Goodwill Total assets$

Operating lease liabilities

Deferred tax liability

Total aggregate purchase price$

Intangible assets of $ million relate to developed technology and will be amortized over a weighted-average estimated useful life of years.

Acquisition of Orangeburg Manufacturing Facility ("Orangeburg")

On February 4, 2025, the Company acquired the U.S. manufacturing operations of the Forest & Garden division of Husqvarna, a leading global producer of outdoor power products. Under the agreement, the Company assumed operation of Husqvarna’s Orangeburg, South Carolina, facility to support Husqvarna’s U.S. manufacturing requirements. The total estimated purchase consideration was $ million, including $ million in cash and $ million in deferred consideration, to be paid $ million in fiscal year 2026, $ million in fiscal year 2027, $ million in fiscal year 2028 and $ million in fiscal year 2029. Additionally, the Company recognized a gain on bargain purchase of $ million in other charges (income) on the consolidated statements of operations during fiscal year 2025. The gain on bargain purchase reflects the seller’s strategic decision to prioritize its partnership with Flex as a manufacturing partner. The acquired business is included in the Lifestyle reporting unit within the FAS segment.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Total current assets Property and equipment Intangible assets Total assets$

Deferred tax liability

Net assets acquired

Gain on Bargain Purchase

$() Total aggregate purchase price$

Intangible assets of $ million relate to customer relationships and will be amortized over a weighted-average estimated useful life of years.

Other Acquisition

In May 2024, the Company completed the acquisition of a business that was not material to the Company's consolidated financial position, results of operations, or cash flows. The acquisition expands the Company’s service offerings across multiple markets and supports sustainability initiatives through second-life products. $ million of goodwill was recognized in connection with this transaction, as of March 31, 2025.

Divestiture

During the fiscal year ended March 31, 2025, the Company disposed of one of its European sites. The property and equipment and various other assets sold and liabilities transferred were not material to the Company's consolidated financial results. The net loss on disposition of $ million was recorded in other charges (income), net in the consolidated statements of operations for fiscal year 2025.

Fiscal 2024 Divestitures

During the fiscal year ended March 31, 2024, the Company completed the spin-off of Nextracker. See note 7 - "Discontinued Operations" for additional information.

In addition, the Company disposed of a non-strategic business within the FRS segment and received proceeds of approximately $ million. The property and equipment and various other assets sold and liabilities transferred were not material to the Company's consolidated financial results. The net loss on dispositions was not material to the Company’s consolidated financial results, and was included in other charges (income), net in the consolidated statements of operations for fiscal year 2024.

Fiscal 2023 Divestitures

During the fiscal year ended March 31, 2023, the Company disposed of a non-strategic business within the FRS segment and received approximately $ million of proceeds. The property and equipment and various other assets sold and liabilities transferred were not material to the Company's consolidated financial results. The net gain on dispositions was not material to the Company’s consolidated financial results, and was included in other charges (income), net in the consolidated statements of operations for the fiscal year 2023.

20.

million shares for an aggregate purchase price of approximately $ billion and retired million 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 $ 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 March 31, 2025, shares in the aggregate amount of $ billion were available to be repurchased under the current plan.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21.

operating and reportable segments. During the fourth quarter of fiscal year 2024, following the Nextracker spin-off, the Company classified the pre spin-off results of Nextracker, formerly our Nextracker segment, as discontinued operations in our consolidated statements of operations. See note 7 "Discontinued Operations" for additional information.

The FAS segment is optimized for speed to market based on a highly flexible supply and manufacturing system. FAS is comprised of the following end markets that represent reporting units:

•Communications, Enterprise and Cloud, including data center, edge, and communications infrastructure

•Lifestyle, including appliances, floorcare, smart living, HVAC, and power tools

•Consumer Devices, including mobile and high velocity consumer devices.

The FRS segment is optimized for longer product lifecycles requiring complex ramps with specialized production models and critical environments. FRS is comprised of the following end markets that represent reporting units:

•Industrial, including industrial devices, capital equipment, renewables, critical power, and embedded power.

•Automotive, including compute platforms, power electronics, motion, and interface

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

The determination of the separate operating and reporting 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 (disaggregated below into cost of inventory and manufacturing expenses), and segment selling, general and administrative expenses, and does not include amortization of intangibles, stock-based compensation, certain restructuring 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.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ $ Cost of inventory()() ()Manufacturing expenses()()()()Segment selling, general and administrative expenses()()()()Segment income$ $ $()$ Intangible amortization$ Stock-based compensation Restructuring charges Customer related asset impairment (1) Legal and other (2) Interest expenses Interest income Other charges (income), net()Equity in earnings (losses) of unconsolidated affiliates()Income from continuing operations before income taxes$

(1)Customer related asset impairments 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 fiscal year 2025, the Company recognized approximately $ million of customer related asset impairments.

(2)Legal and other consists of costs not directly related to core business results 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 fiscal year 2025, the Company accrued for $ million related to asset impairments and $ million is related to acquisition costs.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ $ Cost of inventory()() ()Manufacturing expenses()()()()Segment selling, general and administrative expenses()()()()Segment income$ $ $()$ Intangible amortization$ Stock-based compensation Restructuring charges Customer related asset impairment (1) Legal and other (2) Interest expenses Interest income Other charges (income), net Equity in earnings (losses) of unconsolidated affiliates Income from continuing operations before income taxes$

(1)Customer related asset impairments 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 fiscal year 2024, the Company recognized approximately $ million of customer related asset impairments.

(2)Legal and other consists of costs not directly related to core business results 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 customer related asset recoveries. During fiscal year 2024, the Company recognized a $ million loss contingency for a commercial dispute related to a construction matter with related production objectives.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ $ Cost of inventory()() ()Manufacturing expenses()()()()Segment selling, general and administrative expenses()()()()Segment income$ $ $()$ Intangible amortization$ Stock-based compensation Restructuring charges Customer related asset impairment Legal and other (1) Interest expenses Interest income Other charges (income), net Equity in earnings (losses) of unconsolidated affiliates()Income from continuing operations before income taxes$

(1)Legal and other consists of costs not directly related to core business results 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 customer related asset recoveries. During fiscal year 2023, the Company accrued for certain loss contingencies where losses are considered probable and estimable offset by a gain upon successful settlement of certain supplier claims.

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 reporting 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.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ Flex Reliability Solutions Corporate and Other Total depreciation expense$ $ $ %$ %$ %Asia % % %Europe % % %$ $ $

Revenues are attributable to the country in which the product is manufactured or service is provided.

During fiscal years 2025, 2024 and 2023, net sales generated from Singapore, the country of domicile, were approximately $ million, $ million and $ million, respectively.

%$ %$ %China % % %U.S. % % %

No other country accounted for more than 10% of net sales for the fiscal periods presented in the table above.

%$ %Asia % %Europe % %$ $

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million and $ million, respectively. %$ %U.S. % %China % %

22.

. Net income attributable to noncontrolling interest was , $ million and $ million in fiscal years 2025, 2024, and 2023, respectively. Net income attributable to redeemable noncontrolling interest was in fiscal years 2025 and 2024, and $ million in fiscal year 2023.

23.

million. The acquisition, which will be accounted for as a business combination, is not significant to the consolidated financial position, result of operations and cash flows of the Company. The acquired business will support the growth of Flex's power business in Europe.

24.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ $ Gross profit Operating income Net income attributable to Flex Ltd. Weighted-average ordinary shares outstanding - basicWeighted-average ordinary shares outstanding - dilutedEarnings per share - basic (1)Total attributable to the shareholders of Flex Ltd.$ $ $ $ Earnings per share - diluted (1)Total attributable to the shareholders of Flex Ltd.$ $ $ $

(1) Earnings per share are computed independently for each quarter presented; therefore, the sum of the quarterly earnings per share may not equal the total earnings per share amounts for the fiscal year.

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FLEX LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ $ Gross profit Operating income Net income from continuing operations Net income from discontinued operations, net of tax Net income Net income attributable to noncontrolling interest and redeemable noncontrolling interest Net income attributable to Flex Ltd.$ $ $ $ Weighted-average ordinary shares outstanding - basicWeighted-average ordinary shares outstanding - dilutedEarnings per share - basic (1)Continuing operations$ $ $ $ Discontinued operations, net of tax Total attributable to the shareholders of Flex Ltd.$ $ $ $ Earnings per share - diluted (1)Continuing operations$ $ $ $ Discontinued operations, net of tax Total attributable to the shareholders of Flex Ltd.$ $ $ $

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of March 31, 2025. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b)Management's Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting consists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) are designed and operated to provide reasonable assurance regarding the reliability of the Company's financial reporting and the Company's process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements or prevent or detect instances of fraud. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management excluded Crown Technical Systems, JetCool Technologies Inc., and the U.S. manufacturing operations of the Forest & Garden division of Husqvarna, which were acquired during fiscal year 2025, from its annual assessment of the effectiveness of internal control over financial reporting as of March 31, 2025. These fiscal year 2025 acquisitions constitute, in aggregate, less than 2% of total assets and less than 1% of net sales of the related consolidated financial statement amounts as of, and for the fiscal year ended March 31, 2025.

As of March 31, 2025, under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of March 31, 2025.

(c)Attestation Report of the Registered Public Accounting Firm

The effectiveness of the Company's internal control over financial reporting as of March 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears in this Item under the heading "Report of Independent Registered Public Accounting Firm."

(d)Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Flex Ltd. and subsidiaries (the "Company") as of March 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 31, 2025, of the Company, and our report dated May 21, 2025 expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting of Crown Technical Systems, JetCool Technologies Inc., and the U.S. manufacturing operations of the Forest & Garden division of Husqvarna, which were acquired during fiscal year 2025, and whose financial statements, in the aggregate, constitute less than 2% of total assets and less than 1% of net sales of the related consolidated financial statement amounts as of and for the year ended March 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at Crown Technical Systems, JetCool Technologies Inc., nor the U.S. manufacturing operations of the Forest & Garden division of Husqvarna.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

May 21, 2025

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ITEM 9B. OTHER INFORMATION

Insider Trading Arrangements

During the fiscal quarter ended March 31, 2025, none of the Company’s directors or officers or a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as those terms are defined in Regulation S-K, Item 408.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to this item may be found in the Company's definitive proxy statement to be delivered to shareholders in connection with the Company's 2025 Annual General Meeting of Shareholders. Such information is incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES (Deloitte & Touche LLP, PCAOB ID: )

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Documents filed as part of this annual report on Form 10-K:

1. Financial Statements. See Item 8, "Financial Statements and Supplementary Data."

2. Financial Statement Schedules. "Schedule II—Valuation and Qualifying Accounts" is included in the financial statements, see Concentration of Credit Risk in Note 2, "Summary of Accounting Policies" of the Notes to Consolidated Financial Statements in Item 8, "Financial Statements and Supplementary Data."

3. Exhibits. Reference is made to Item 15(b) below.

(b) Exhibits. The Exhibit Index, which immediately precedes the signature page to this annual report on Form 10-K, is incorporated by reference into this annual report on Form 10-K.

ITEM 16. FORM 10-K SUMMARY

None

EXHIBIT INDEX


			Incorporated by Reference
Exhibit No.	Exhibit	Form	File No.	Filing Date	Exhibit No.	Filed Herewith
3.01	Constitution of the Registrant (incorporating all amendments as at August 20, 2019)	10-Q	000-23354	10/30/2019	3.01
4.01	Indenture, dated as of June 8, 2015, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee	8-K	000-23354	6/8/2015	4.1
4.02	Form of 4.750% Note due 2025 (included in Exhibit 4.01)	8-K	000-23354	6/8/2015	4.1
4.03	First Supplemental Indenture, dated as of September 11, 2015, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Registrant’s 4.750% Notes due 2025	S-4	333-207067	9/22/2015	4.04
4.04	Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee	8-K	000-23354	6/6/2019	4.1
4.05	First Supplemental Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee	8-K	000-23354	6/6/2019	4.2
4.06	Form of 4.875% Global Note due 2029 (included in Exhibit 4.05)	8-K	000-23354	6/6/2019	4.3
4.07	Second Supplemental Indenture, dated as of November 7, 2019, by and between the Company and U.S. Bank National Association, as trustee	8-K	000-23354	11/7/2019	4.3
4.08	Form of 4.875% Global Note due 2029 (included in Exhibit 4.07)	8-K	000-23354	11/7/2019	4.4
4.09	Third Supplemental Indenture dated as of May 12, 2020, by and between the Company and U.S. Bank National Association, as trustee	8-K	000-23354	5/12/2020	4.2
4.10	Form of 3.750% Global Note due 2026 (included in Exhibit 4.09)	8-K	000-23354	5/12/2020	4.3
4.11	Form of 4.875% Global Note due 2030 (included in Exhibit 4.09)	8-K	000-23354	5/12/2020	4.4

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			Incorporated by Reference
Exhibit No.	Exhibit	Form	File No.	Filing Date	Exhibit No.	Filed Herewith
4.12	Fourth Supplemental Indenture, dated as of August 17, 2020, by and between the Company and U.S. Bank National Association, as trustee	8-K	000-23354	8/17/2020	4.3
4.13	Form of 3.750% Global Note due 2026 (included in Exhibit 4.12)	8-K	000-23354	8/17/2020	4.4
4.14	Form of 4.875% Global Note due 2030 (included in Exhibit 4.12)	8-K	000-23354	8/17/2020	4.5
4.15	Fifth Supplemental Indenture, dated as of December 7, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee	8-K	000-23354	12/7/2022	4.2
4.16	Form of 6.000% Global Note due 2028 (included in Exhibit 4.15)	8-K	000-23354	12/7/2022	4.3
4 .17	Sixth Supplemental Indenture, dated as of August 21, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee	8-K	000-23354	8/21/2024	4.2
4 .18	Form of 5.250% Global Note due 2032 (included in Exhibit 4.17)	8-K	000-23354	8/21/2024	4.3
4.19	Description of Registrant's Securities	10-K	000-23354	5/28/2020	4.14
10.01	Credit Agreement, dated as of July 19, 2022, among Flex Ltd. and certain of its subsidiaries, from time to time party thereto, as borrowers, Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender, and the other L/C Issuers, Swing Line Lenders and Lenders party thereto	8-K	000-23354	7/22/2022	10.01
10.02	Form of Indemnification Agreement between the Registrant and its Directors and certain officers†	10-K	000-23354	5/20/2009	10.01
10.03	Form of Indemnification Agreement between Flextronics Corporation and the Directors and certain officers of the Registrant†	10-K	000-23354	5/20/2009	10.02
10.04	Flex Ltd. 2017 Equity Incentive Plan (as amended and restated as of August 2, 2023)†	DEF 14A	000-23354	6/21/2023	Annex B
1 0.05	First Amendment to Flex Ltd. 2017 Equity Incentive Plan (as amended and restated as of August 2, 2023) effective as of March 5, 2025†	8-K	000-23354	3/7/2025	10.1
10.06	Form of Restricted Share Unit Award Agreement under the Amended and Restated Flex Ltd. 2017 Equity Incentive Plan for performance-based vesting awards (FY23)†	10-Q	000.23354	7/29/2022	10.03
10.07	Form of Restricted Share Unit Award Agreement under the Flex Ltd. Amended and Restated 2017 Equity Incentive Plan for Non-Employee Directors†	10-Q	000-23354	10/31/2022	10.02
10.08	Form of Restricted Share Unit Award Agreement under the Amended and Restated Flex Ltd. 2017 Equity Incentive Plan for performance-based vesting awards (FY24)†	10-Q	000-23354	7/31/2023	10.03
1 0.09	Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for service-based vesting awards (FY25)†	10-Q	000-23354	7/26/2024	10.03
1 0.10	Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for performance-based vesting awards (FY25)†	10-Q	000-23354	7/26/2024	10.04

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			Incorporated by Reference
Exhibit No.	Exhibit	Form	File No.	Filing Date	Exhibit No.	Filed Herewith
1 0.11	Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for service-based vesting awards (FY25 2-year prorated)†	10-Q	000-23354	10/31/2024	10.01
1 0.12	Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for service-based vesting awards (FY25 supplemental equity)†	10-Q	000-23354	10/31/2024	10.02
1 0.13	Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for performance-based vesting awards (FY25 supplemental equity)†	10-Q	000-23354	10/31/2024	10.03
10.14	2010 Flextronics International USA, Inc. Deferred Compensation Plan†	10-Q	000-23354	11/3/2010	10.04
10.15	First Amendment to Flex 2010 Deferred Compensation Plan, dated December 17, 2018†	10-Q	000-23354	10/29/2021	10.01
10.16	Second Amendment to Flex 2010 Deferred Compensation Plan, dated August 16, 2019†	10-Q	000-23354	10/29/2021	10.02
10.17	Third Amendment to Flex 2010 Deferred Compensation Plan, dated June 3, 2020†	10-Q	000-23354	10/29/2021	10.03
1 0.18	Form of Award Agreement under 2010 Deferred Compensation Plan†	10-Q	000-23354	7/30/2012	10.01
10.19	Form of 2010 Deferred Compensation Plan Award Agreement (performance targets, cliff vesting)†	10-Q	000-23354	8/2/2013	10.02
10.20	Form of 2010 Deferred Compensation Plan Award Agreement (non-performance, periodic vesting, continuing Participant)†	10-Q	000-23354	8/2/2013	10.03
10.21	Award Agreement under the 2010 Deferred Compensation Plan†	10-Q	000-23354	7/28/2014	10.01
10.22	Form of Addendum Award Agreement under the 2010 Deferred Compensation Plan (FY21)†	10-Q	000-23354	1/29/2021	10.02
1 0.23	Form of Addendum Award Agreement under the 2010 Deferred Compensation Plan (FY25)†	10-Q	000-23354	7/26/2024	10.05
10.24	Summary of Directors' Compensation†	10-Q	000-23354	10/30/2017	10.02
1 0.25	Flex Ltd. Amended and Restated Executive Severance Plan†					X
10.26	Revathi Advaithi Offer Letter, dated February 7, 2019†	10-K	000-23354	5/21/2019	10.29
1 0.27	Revathi Advaithi Offer Letter Amendment, dated March 5, 2025†					X
10.28	Scott Offer Amended Offer Letter, dated as of January 27, 2019†	10-K	000-23354	5/28/2020	10.29
1 0.29	Kevin Krumm Offer Letter, dated November 7, 2024†	10-Q	000-23354	1/31/2025	10.01
10.30	Description of Annual Incentive Bonus Plan for Fiscal Year 2025†	10-Q	000-23354	7/26/2024	10.01
10.31	Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc. and Yuma Acquisition Corp, dated as of February 7, 2023	8-K	000-23354	2/13/2023	10.1
10.32	Tax Matters Agreement, by and among Flex Ltd., Yuma, Inc., and Nextracker Inc., dates as of January 2, 2024	8-K	000-23354	1/2/2024	10.2
19.01		10-K	000-23354	5/17/2024	19.01

105

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Incorporated by Reference

Exhibit No.

Exhibit

Form

File No.

Filing Date

Exhibit No.

Filed Herewith

21.01

Subsidiaries of Registrant

23.01

Consent of Deloitte & Touche LLP

24.01

Power of Attorney (included on the signature page to this Form 10-K)

31.01

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act

31.02

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act

32.01

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350*

97.01

Executive Incentive Compensation Recoupment Policy

10-K

000-23354

5/17/2024

97.01

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Scheme Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

_______________________________________________________________________________

*This exhibit is furnished with this Annual Report on Form 10-K, is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of Flex Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

†Management contract, compensatory plan or arrangement.

106

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SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Flex Ltd.
Date: May 21, 2025	By:	/s/ REVATHI ADVAITHI
		Revathi Advaithi Chief Executive Officer

107

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Revathi Advaithi and Kevin Krumm and each one of them, her or his attorneys-in-fact, each with the power of substitution, for her or him in any and all capacities, to sign any and all amendments to this Report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or her or his substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ REVATHI ADVAITHI

Chief Executive Officer (Principal Executive Officer) and Director

May 21, 2025

Revathi Advaithi

/s/ KEVIN KRUMM

Chief Financial Officer (Principal Financial Officer)

May 21, 2025

Kevin Krumm

/s/ DANIEL J. WENDLER

Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

May 21, 2025

Daniel J. Wendler

/s/ WILLIAM D. WATKINS

Chairman of the Board

May 21, 2025

William D. Watkins

/s/ JOHN D. HARRIS II

Director

May 21, 2025

John D. Harris II

/s/ MICHAEL E. HURLSTON

Director

May 21, 2025

Michael E. Hurlston

/s/ ERIN L. MCSWEENEY

Director

May 21, 2025

Erin L. McSweeney

/s/ CHARLES K. STEVENS, III

Director

May 21, 2025

Charles K. Stevens, III

/s/ MARYROSE SYLVESTER

Director

May 21, 2025

Maryrose Sylvester

/s/ LAY KOON TAN

Director

May 21, 2025

Lay Koon Tan

/s/ PATRICK J. WARD

Director

May 21, 2025

Patrick J. Ward

108

FLEX LTD. - Annual Report: 2025 (Form 10-K)

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