Flex - 10-Q quarterly report FY2027 Q2

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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 25, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-23354

FLEX LTD.

(Exact name of registrant as specified in its charter)


Singapore						98-1773351
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)


12515-8 Research Blvd, Suite 300,
Austin, Texas						78759
(Address of principal executive offices)						(Zip Code)

(512) 425-7929

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, No Par Value

FLEX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s ordinary shares outstanding as of October 23, 2026 was 369,460,804.

Table of Contents

FLEX LTD.

INDEX


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Report of Independent Registered Public Accounting Firm	3
	Condensed Consolidated Balance Sheets (unaudited) — September 2 5 , 2026 and March 31, 2026	4
	Condensed Consolidated Statements of Operations (unaudited) — Three-Month and Six-Month Periods Ended September 2 5 , 2026 and September 2 6 , 2025	5
	Condensed Consolidated Statements of Comprehensive Income (unaudited) — Three-Month and Six-Month Periods Ended September 2 5 , 2026 and September 2 6 , 2025	6
	Condensed Consolidated Statements of Shareholders' Equity (unaudited) — Three-Month and Six-Mon th P eriods Ended September 2 5 , 2026 and September 2 6 , 2025	7
	Condensed Consolidated Statements of Cash Flows (unaudited) — Six -Month Periods Ended September 2 5 , 2026 and Septem ber 2 6 , 2025	9
	Notes to Condensed Consolidated Financial Statements (unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	42
Signatures		43

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors 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 September 25, 2026, the related condensed consolidated statements of operations, comprehensive income, and shareholders’ equity for the three-month and six-month periods ended September 25, 2026 and September 26, 2025, the condensed consolidated statements of cash flows for the six-month periods ended September 25, 2026 and September 26, 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, 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
October 30, 2026

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FLEX LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS


	As of September 25, 2026		As of March 31, 2026
	(In millions, except share amounts) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,083	$	2,389
Accounts receivable, net of allowance of $8 and $8, respectively	5,777		4,679
Contract assets	1,443		1,063
Inventories	7,323		5,845
Other current assets	2,548		2,356
Total current assets	20,174		16,332
Property and equipment, net	2,849		2,505
Operating lease right-of-use assets, net	860		659
Goodwill	1,843		1,369
Other intangible assets, net	701		283
Other non-current assets	950		912
Total assets	$	27,377	$	22,060

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:

Accounts payable	$	9,707	$	8,055
Accrued payroll and benefits	649		671
Deferred revenue and customer working capital advances	2,534		2,156
Other current liabilities	2,159		1,134
Total current liabilities	15,049		12,016
Long-term debt, net of current portion	5,213		3,751
Operating lease liabilities, non-current	770		565
Other non-current liabilities	538		584
Total liabilities	21,570		16,916
Shareholders’ equity
Ordinary shares, no par value; 375,012,083 and 371,241,931 issued, and 369,460,443 and 365,690,291 outstanding as of September 25, 2026 and March 31, 2026, respectively	3,447		3,347
Treasury stock at cost; 5,551,640 shares	(200)		(200)
Accumulated earnings	2,711		2,164
Accumulated other comprehensive loss	(151)		(167)
Total shareholders’ equity	5,807		5,144
Total liabilities and shareholders' equity	$	27,377	$	22,060

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

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FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three-Month Periods Ended				Six-Month Periods Ended
	September 25, 2026		September 26, 2025		September 25, 2026		September 26, 2025
	(In millions, except per share amounts) (Unaudited)
Net sales	$	8,491	$	6,804	$	16,419	$	13,379
Cost of sales	7,664		6,181		14,841		12,168
Restructuring charges	15		9		19		25
Gross profit	812		614		1,559		1,186
Selling, general and administrative expenses	371		260		705		493
Restructuring and impairment charges (reversal)	—		42		(2)		49
Intangible amortization	27		16		50		37
Operating income	414		296		806		607
Interest expense	69		52		129		103
Interest income	13		10		26		23

Other charges (income), net	(7)		(13)		(44)		(6)
Equity in earnings (losses) of unconsolidated affiliates	5		(5)		—		(25)
Income before income taxes	370		262		747		508
Provision for income taxes	107		63		199		117

Net income	$	263	$	199	$	548	$	391


Earnings per share:
Basic	$	0.71	$	0.53	$	1.49	$	1.05
Diluted	0.70		0.52		1.47		1.03

Weighted-average shares used in computing per share amounts:
Basic	369		374		368		374
Diluted	374		380		374		381

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

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FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three-Month Periods Ended				Six-Month Periods Ended
	September 25, 2026		September 26, 2025		September 25, 2026		September 26, 2025
	(In millions) (Unaudited)
Net income	$	263	$	199	$	548	$	391
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	7		5		(8)		74
Unrealized gain (loss) on derivative instruments and other	(8)		—		24		39
Comprehensive income	$	262	$	204	$	564	$	504

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

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FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


	Ordinary Shares					Accumulated Other Comprehensive Gain (Loss)						Total
Three-Months Ended September 25, 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 JUNE 26, 2026	369	$	3,201	$	2,449	$	17	$	(167)	$	(150)	$	5,500
Repurchase of Flex Ltd. ordinary shares at cost	—	—		—		—		—		—		—
Issuance of Flex Ltd. vested shares under restricted share unit awards	—	—		—		—		—		—		—
Net income	—	—		263		—		—		—		263
Provision for stock warrants	—	3		—		—		—		—		3
Stock-based compensation	—	43		—		—		—		—		43
Total other comprehensive income (loss)	—	—		—		(8)		7		(1)		(1)
Other activity	—	—		(1)		—		—		—		(1)
BALANCE AT SEPTEMBER 25, 2026	369	$	3,247	$	2,711	$	9	$	(160)	$	(151)	$	5,807


	Ordinary Shares					Accumulated Other Comprehensive Gain (Loss)						Total
Six-Months Ended September 25, 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	—	—		548		—		—		—		548
Provision for stock warrants	—	6		—		—		—		—		6
Stock-based compensation	—	94		—		—		—		—		94
Total other comprehensive income (loss)	—	—		—		24		(8)		16		16
Other activity	—	—		(1)		—		—		—		(1)
BALANCE AT SEPTEMBER 25, 2026	369	$	3,247	$	2,711	$	9	$	(160)	$	(151)	$	5,807

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

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FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


	Ordinary Shares					Accumulated Other Comprehensive Gain (Loss)						Total
Three-Months Ended September 26, 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 JUNE 27, 2025	376	$	3,729	$	1,476	$	20	$	(136)	$	(116)	$	5,089
Repurchase of Flex Ltd. ordinary shares at cost	(6)	(297)		—		—		—		—		(297)
Issuance of Flex Ltd. vested shares under restricted share unit awards	1	—		—		—		—		—		—
Net income	—	—		199		—		—		—		199
Provision for stock warrants	—	2		—		—		—		—		2
Stock-based compensation	—	37		—		—		—		—		37
Total other comprehensive income (loss)	—	—		—		—		5		5		5
BALANCE AT SEPTEMBER 26, 2025	371	$	3,471	$	1,675	$	20	$	(131)	$	(111)	$	5,035


	Ordinary Shares					Accumulated Other Comprehensive Gain (Loss)						Total
Six-Months Ended September 26, 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	(13)	(544)		—		—		—		—		(544)
Issuance of Flex Ltd. vested shares under restricted share unit awards	6	—		—		—		—		—		—
Net income	—	—		391		—		—		—		391
Provision for stock warrants	—	2		—		—		—		—		2
Stock-based compensation	—	71		—		—		—		—		71
Total other comprehensive income (loss)	—	—		—		39		74		113		113
BALANCE AT SEPTEMBER 26, 2025	371	$	3,471	$	1,675	$	20	$	(131)	$	(111)	$	5,035

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

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FLEX LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six-Month Periods Ended
	September 25, 2026		September 26, 2025
	(In millions) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	548	$	391
Depreciation, amortization and other impairment charges	296		298
Changes in working capital and other, net	(67)		163
Net cash provided by operating activities	777		852
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(477)		(283)
Proceeds from the disposition of property and equipment	2		4
Acquisition of businesses, net of cash acquired	(1,134)		(43)
Proceeds from divestiture of businesses, net of cash held in divested businesses	90		(4)
Other investing activities, net	(1)		(8)
Net cash used in investing activities	(1,520)		(334)
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	(1,401)		(535)
Payments for repurchases of ordinary shares	—		(544)
Other financing activities, net	7		4
Net cash (used in) provided by financing activities	1,436		(575)
Effect of exchange rates on cash and cash equivalents	1		17
Net change in cash and cash equivalents	694		(40)
Cash and cash equivalents, beginning of period	2,389		2,289
Cash and cash equivalents, end of period	$	3,083	$	2,249






Non-cash investing activities:
Unpaid purchases of property and equipment	$	269	$	115
Right-of-use assets obtained in exchange for operating lease liabilities	284		206

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

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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 September 25, 2026, Flex's three operating and reportable segments were 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 named Axiom Solutions International, Inc. ("Axiom" or “SpinCo”). The separation of CPI into Axiom 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 approvals of Flex’s Board of Directors, shareholders, and the High Court of the Republic of Singapore and the SEC declaring Axiom’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 and six-month period

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ended September 25, 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, which is comprised of 87 days, and June 27, 2025, which is comprised of 88 days. The second quarters for fiscal years 2027 and 2026 ended on September 25, 2026 and September 26, 2025, respectively, which are comprised of 91 days in both periods.

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 Israeli 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 September 25, 2026		As of March 31, 2026
	(In millions)
Raw materials	$	6,281	$	4,834
Work-in-progress	451		474
Finished goods	591		537
	$	7,323	$	5,845

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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 September 25, 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 six-month period ended September 25, 2026, goodwill increased by $474 million with $485 million from the Electrical Power Products, Inc acquisition completed in the first quarter of fiscal year 2027. This was partially 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 "Business Acquisitions & Dispositions" for further details of the acquisition and disposition completed during the fiscal-year.

The components of acquired intangible assets are as follows:


	September 25, 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		$	609	$	(190)	$	419		$	317	$	(156)	$	161
Licenses and other intangibles		375		(93)		282			198		(76)		122
Total		$	984	$	(283)	$	701		$	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)	$	51
2028	91
2029	69
2030	61
2031	58
Thereafter	371
Total amortization expense	$	701

(1)Represents estimated amortization for the remaining six-month period of the fiscal year ending March 31, 2027.

Customer Working Capital Advances

Customer working capital advances were $2.0 billion and $1.8 billion as of September 25, 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 $547 million and $538 million as of September 25, 2026 and March 31, 2026, respectively.

Other Current Liabilities

Other current liabilities include customer-related accruals of $1.2 billion and $0.4 billion as of September 25, 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

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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 September 25, 2026 and March 31, 2026 were $187 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 $538 million and $431 million as of September 25, 2026 and March 31, 2026, respectively, of which $489 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				Six-Month Periods Ended
	September 25, 2026		September 26, 2025		September 25, 2026		September 26, 2025
Timing of Transfer	(In millions)
ITS
Point in time	$	1,609	$	1,869	$	3,163	$	3,629
Over time	1,697		851		3,199		1,649
Total	3,306		2,720		6,362		5,278
RMS
Point in time	1,509		1,417		3,013		2,846
Over time	1,168		1,037		2,334		1,999
Total	2,677		2,454		5,347		4,845
CPI
Point in time	1,007		1,557		2,537		3,122
Over time	1,501		73		2,173		134
Total	2,508		1,630		4,710		3,256
Flex
Point in time	4,125		4,843		8,713		9,597
Over time	4,366		1,961		7,706		3,782
Total	$	8,491	$	6,804	$	16,419	$	13,379

Concentration of Risk

Sales of the Company's products are concentrated among specific customers. A significant customer represented 14% and 13% of net sales for the three and six-month periods ended September 25, 2026 respectively. The majority of the revenue with

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this customer is included within the CPI segment. No other customer accounted for more than 10% of net sales during the three or six-month periods ended September 25, 2026 or September 26, 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				Six-Month Periods Ended
	September 25, 2026		September 26, 2025		September 25, 2026		September 26, 2025
	(In millions)
Cost of sales	$	9	$	9	$	16	$	17
Selling, general and administrative expenses	34		28		78		54
Total share-based compensation expense	$	43	$	37	$	94	$	71

The 2017 Plan

During the six-month period ended September 25, 2026, the Company granted 1.8 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 $149.17 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 $149.67 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 awards with market-based conditions have been granted thus far in 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 September 25, 2026, 6.1 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 1.7 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 six-month period ended September 25, 2026, 1.4 million shares vested in connection with the awards with market and performance conditions granted in fiscal year 2024.

As of September 25, 2026, total unrecognized compensation expense related to unvested RSU awards under the 2017 Plan was $309 million and will be recognized over a weighted-average remaining vesting period of 2.0 years.

Warrant

During fiscal-year 2026, 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 calculated fair value of each Warrant Share at the issuance date was $25.47. The Company recorded charges of $3 million and $6 million during the three and six-month periods ended September 25, 2026. As of the quarter ended September 25, 2026, 0.1 million Warrant Shares have vested and are exercisable.

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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				Six-Month Periods Ended
	September 25, 2026		September 26, 2025		September 25, 2026		September 26, 2025
	(In millions, except per share amounts)
Numerator:
Net income	$	263	$	199	$	548	$	391

Denominator:
Weighted-average ordinary shares outstanding - basic	369		374		368		374
Weighted-average ordinary share equivalents from RSU awards (1)	5		6		6		7
Weighted-average ordinary shares and ordinary share equivalents outstanding - diluted	374		380		374		381

Earnings per share:
Basic	$	0.71	$	0.53	$	1.49	$	1.05
Diluted	$	0.70	$	0.52	$	1.47	$	1.03

(1)An immaterial amount of RSU awards for both the three and six-month periods ended September 25, 2026 and September 26, 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 September 25, 2026 and March 31, 2026 are as follows:


	Maturity Date	As of September 25, 2026		As of March 31, 2026
		(In millions)


6.000% Notes (1)	January 2028	$	399	$	398
4.875% Notes (1)	June 2029	653		654
4.875% Notes (1)	May 2030	668		671
5.250% Notes (1)	January 2032	651		651
5.375% Notes (1)	November 2035	599		598
Senior Term Loan (3)	November 2027	1,450		—
Delayed Draw Term Loan	December 2027	500		500
3.600% HUF Bonds (2)	December 2031	312		296
Debt issuance costs		(19)		(17)
		5,213		3,751
Current portion, net of debt issuance costs		—		—
Non-current portion		$	5,213	$	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 4.9% as of both September 25, 2026 and March 31, 2026.

Scheduled repayments of the Company's bank borrowings and long-term debt as of September 25, 2026 are as follows:

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Fiscal Year Ending March 31,	Amount
	(In millions)
2027	$	—
2028	2,349
2029	31
2030	684
2031	700
Thereafter	1,468
Total	$	5,232

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. ("EPP"). 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.

The 2027 Credit Facilities

On September 29, 2026, the Company entered into a Credit Agreement which provides a senior term loan credit facility (the “Credit Facility”) in an aggregate committed amount of $3.3 billion. Refer to note 17 "Subsequent Events" for additional information.

On October 9, 2026, the Company entered into a $1.1 billion Bridge Credit Agreement which provides a senior bridge term loan credit facility (the “Bridge Credit Facility”). On October 14, 2026, the Company borrowed $1.1 billion under the Bridge Credit Facility in a single advance. Refer to note 17 "Subsequent Events" for additional information.

7. INTEREST EXPENSE AND INTEREST INCOME

Interest expense and interest income for the three and six-month periods ended September 25, 2026 and September 26, 2025 are composed of the following:


	Three-Month Periods Ended				Six-Month Periods Ended
	September 25, 2026		September 26, 2025		September 25, 2026		September 26, 2025
	(In millions)
Interest expenses on debt obligations	$	66	$	47	$	123	$	92
AR sale program related expenses	3		5		6		11
Interest income	(13)		(10)		(26)		(23)

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.

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As of September 25, 2026, the aggregate notional amount of the Company’s outstanding foreign currency derivative contracts was $7.3 billion as summarized below:


	Notional Contract Value in USD
Currency	Buy		Sell
	(In millions)
Cash Flow Hedges			p
MXN	$	658	$	—
HUF	438		—
CNY	421		—
MYR	213		9
Other	329		—
	2,059		9
Other Foreign Currency Contracts
CNY	358		80
EUR	770		721
MXN	746		464
MYR	289		115

BRL	—		211
Other	910		563
	3,073		2,154

Total Notional Contract Value in USD	$	5,132	$	2,163

As of September 25, 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 $19 million as of September 25, 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 assets and other current liabilities as of September 25, 2026 and in other current assets and other non-current liabilities as of 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.

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The following table presents the fair value of the Company’s derivative instruments utilized for foreign currency risk management purposes at September 25, 2026 and March 31, 2026:


	Fair Values of Derivative Instruments
	Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value
	Balance Sheet Location	September 25, 2026		March 31, 2026		Balance Sheet Location	September 25, 2026		March 31, 2026
	(In millions)
Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$	24	$	39	Other current liabilities	$	(20)	$	(18)
Foreign currency contracts	Other non-current assets	19		—		Other non-current liabilities	—		(29)

Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$	16	$	15	Other current liabilities	$	(27)	$	(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
	September 25, 2026						September 26, 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	$	17	$	(167)	$	(150)	$	20	$	(136)	$	(116)
Other comprehensive gain (loss) before reclassifications	—		8		8		23		5		28
Net (gain) loss reclassified from accumulated other comprehensive loss	(8)		(1)		(9)		(23)		—		(23)
Net current-period other comprehensive gain (loss)	(8)		7		(1)		—		5		5
Ending balance	$	9	$	(160)	$	(151)	$	20	$	(131)	$	(111)

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	Six-Month Periods Ended
	September 25, 2026						September 26, 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		(8)		69		81		74		155
Net (gain) loss reclassified from accumulated other comprehensive loss	(53)		—		(53)		(42)		—		(42)
Net current-period other comprehensive gain (loss)	24		(8)		16		39		74		113
Ending balance	$	9	$	(160)	$	(151)	$	20	$	(131)	$	(111)

Substantially all unrealized gains and losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the three and six-month periods ended September 25, 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 September 25, 2026 and September 26, 2025 were $0 million and $(2) million, respectively. The tax impacts on the changes in accumulated other comprehensive loss for the six-month periods ended September 25, 2026 and September 26, 2025 were $0 million and $(13) 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 $0.4 billion and $0.5 billion as of September 25, 2026 and March 31, 2026. For the six-month periods ended September 25, 2026 and September 26, 2025, total accounts receivable sold to certain third-party banking institutions was approximately $1.2 billion and $1.7 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.

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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 six-months ended September 25, 2026, the Company fully released the remaining $2 million contingent consideration liability. Accordingly, the contingent consideration liability was zero and $2 million as of September 25, 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.

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 September 25, 2026 and March 31, 2026:


	Fair Value Measurements as of September 25, 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)	$	—	$	2,690	$	—	$	2,690

Foreign currency contracts (Note 8)	—		59		—		59

Deferred compensation plan assets:							0
Mutual funds, money market accounts and equity securities	40		14		—		54
Liabilities:
Foreign currency contracts (Note 8)	$	—	$	(47)	$	—	$	(47)


	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)

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Other financial instruments

The following table presents the Company’s major debts not carried at fair value as of September 25, 2026 and March 31, 2026:


	As of September 25, 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	$	402	$	398	$	406	Level 1
4.875% Notes due June 2029	653		639		654		655		Level 1
4.875% Notes due May 2030	668		645		671		669		Level 1
5.250% Notes due January 2032	651		624		651		651		Level 1
5.375% Notes due November 2035	599		552		598		585		Level 1
Senior Term Loan due November 2027	1,450		1,450		—		—		Level 1
Delayed Draw Term Loan due December 2027	500		500		500		500		Level 1
3.600% HUF Bonds due December 2031	312		282		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 Senior Term Loan due November 2027 and the Term Loan due December 2027 bear interest at variable interest rates; therefore, as of September 25, 2026, the carrying amount approximates fair value. HUF Bonds are valued based on the broker trading prices in an inactive market.

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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 preliminary 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	469
Goodwill	485
Total assets	$	1,257

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	$	1,190

The following represents the Company's preliminary 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	42		2 years
Customer Relationships	249		20 years
Total	$	469

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.

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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. During the three-months ended September 25, 2026, Flex recognized an additional $2 million gain from closing adjustments, bringing the total gain on the sale to $48 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 and six-month period ended September 25, 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 $2.0 billion in accordance with the share purchase mandate approved by the Company’s shareholders at the Annual General Meeting held on August 5, 2026. As of September 25, 2026, shares in the aggregate amount of $2.0 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.

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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 and six-month periods ended September 25, 2026 and September 26, 2025 are in the tables below: Historical information for the three and six-month periods ended September 26, 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 September 25, 2026	(In millions)
Net Sales	$	3,306	$	2,677	$	2,508	$	8,491


Segment total cost of sales	(3,058)		(2,412)		(2,178)
Segment selling, general and administrative expenses	(67)		(93)		(62)
Segment income	$	181	$	172	$	268	$	621
Reconciling items:
Corporate & other							$	14
Intangible amortization							27
Stock-based compensation							43
Restructuring and impairment charges (1)							13

Legal and other (2)							110
Interest expenses							69
Interest income							13
Other charges (income), net							(7)

Equity in earnings (losses) of unconsolidated affiliates							5
Income before income taxes							$	370

(1)Certain restructuring charges of $2 million are excluded from the reconciling amount of $13 million as they are included within segment income.

(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, impairments and other costs such as acquisition and portfolio optimization related costs. For the three-month period ended September 25, 2026, Legal and other included $91 million of costs associated with the intended spin-off of the CPI business and $19 million of costs related to acquisitions.

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	ITS		RMS		CPI		Total
Six-Months Ended September 25, 2026	(In millions)
Net Sales	$	6,362	$	5,347	$	4,710	$	16,419


Segment total cost of sales	(5,889)		(4,815)		(4,106)
Segment selling, general and administrative expenses	(134)		(184)		(122)
Segment income	$	339	$	348	$	482	$	1,169
Reconciling items:
Corporate & other							$	28
Intangible amortization							50
Stock-based compensation							94
Restructuring and impairment charges (1)							14
Legal and other (2)							177
Interest expenses							129
Interest income							26
Other charges (income), net							(44)
Equity in earnings (losses) of unconsolidated affiliates							—
Income before income taxes							$	747

(1)Certain restructuring charges of $3 million are excluded from the reconciling amount of $14 million as they are included within segment income.

(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, impairments and other costs such as acquisition and portfolio optimization related costs. For the six-month period ended September 25, 2026, legal and other included $144 million of costs associated with the intended spin-off of the CPI business and $33 million of costs related to acquisitions and portfolio optimization.


	ITS		RMS		CPI		Total
Three-Months Ended September 26, 2025	(In millions)
Net Sales	$	2,720	$	2,454	$	1,630	$	6,804


Segment total cost of sales	(2,506)		(2,222)		(1,444)
Segment selling, general and administrative expenses	(70)		(88)		(50)
Segment income	$	144	$	144	$	136	$	424
Reconciling items:
Corporate & other							$	15
Intangible amortization							16
Stock-based compensation							37
Restructuring and impairment charges (1)							51

Legal and other (2)							9
Interest expenses							52
Interest income							10
Other charges (income), net							(13)
Equity in earnings (losses) of unconsolidated affiliates							(5)
Income before income taxes							$	262

(1)The Company recognized a total of $41 million in asset impairments, inventory write-downs and other related charges as a result of a missile strike on its Mukachevo, Ukraine facility on August 21, 2025. Refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 for further details.

(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

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September 26, 2025, legal costs were primarily related to costs from acquisitions occurring in fiscal year 2025 and the first quarter of fiscal year 2026.


	ITS		RMS		CPI		Total
Six-Months Ended September 26, 2025	(In millions)
Net Sales	$	5,278	$	4,845	$	3,256	$	13,379


Segment total cost of sales	(4,869)		(4,404)		(2,872)
Segment selling, general and administrative expenses	(134)		(171)		(93)
Segment income	$	275	$	270	$	291	$	836
Reconciling items:
Corporate & other							$	32
Intangible amortization							37
Stock-based compensation							71
Restructuring and impairment charges (1)							74
Legal and other (2)							15
Interest expenses							103
Interest income							23
Other charges (income), net							(6)
Equity in earnings (losses) of unconsolidated affiliates							(25)
Income before income taxes							$	508

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. Many 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 and six-month periods ended September 25, 2026 and September 26, 2025 are as follows:


	Three-Month Periods Ended				Six-Month Periods Ended
	September 25, 2026		September 26, 2025		September 25, 2026		September 26, 2025
	(In millions)				(In millions)
Depreciation expense:
Integrated Technology Solutions	$	39	$	41	$	75	$	85
Regulated Manufacturing Solutions	57		55		113		109
Cloud and Power Infrastructure	26		14		47		28
Corporate and Other	4		4		7		7
Total depreciation expense	$	126	$	114	$	242	$	229

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16. RESTRUCTURING CHARGES

The Company continued to improve operational efficiencies through targeted restructuring activities during the second quarter of fiscal year 2027. During the six-month period ended September 25, 2026, the Company recognized $17 million of restructuring and impairment charges, of which $15 million was related to restructuring charges and $2 million related to impairment charges.

The following table summarizes the provisions, respective payments, and remaining accrued balance for restructuring charges incurred as of September 25, 2026:


	Total
	(In millions)
Balance as of March 31, 2026	$	63
Provision for net charges incurred	15
Cash payments	(43)
Non-cash reductions	(1)
Balance as of September 25, 2026	34
Less: Current portion (classified as other current liabilities)	34
Accrued restructuring costs, net of current portion (classified as other non-current liabilities)	$	—

17. SUBSEQUENT EVENTS

EPC Power Corp. Acquisition

On October 14, 2026, the Company completed the acquisition of 100% ownership of EPC Power Corp. (EPC Power), a leading provider of intelligent power conversion solutions for data centers and grid applications for total consideration of approximately $4.4 billion in cash. The transaction remains subject to customary adjustments. Because the acquisition was not completed as of September 25, 2026, no assets acquired or liabilities assumed have been recorded in the Company's condensed consolidated balance sheet as of September 25, 2026. EPC Power will be included in the CPI segment. The Company is in the process of evaluating the accounting implications of the transaction, including the identification and valuation of assets acquired and liabilities assumed. Accordingly, disclosures required under ASC 805 related to the purchase price allocation cannot be made at this time.

Pro Forma Information

The table below presents selected pro forma information for the three and six-month periods ended September 25, 2026 and September 26, 2025, assuming that the acquisition had occurred on April 1, 2025 (the beginning of the Company's 2026 fiscal year). This pro forma information does not purport to represent what the actual results of operations of the Company would have been, had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods.


	Three-Month Periods Ended				Six-Month Periods Ended
	September 25, 2026		September 26, 2025		September 25, 2026		September 26, 2025
	(In millions)
Net sales	$	8,767	$	6,855	$	16,870	$	13,448
Operating income (1)	446		270		833		549
Net income (2)	$	243	$	137	$	481	$	260

(1) In addition to EPC Power's results for the period, operating income includes pro forma amortization expense of $23 million per quarter reflecting amortization of the estimated fair value of acquisition intangibles of $1 billion. Amortization expense is a reconciling item between operating income and segment income. Refer to note 15 "Segment Reporting" for more details.

(2) In addition to EPC Power's results for the period and associated tax effects, net income includes the following pro forma adjustments:

- Amortization expense of $23 million per quarter reflecting amortization of the estimated fair value of acquisition intangibles of $1 billion.

- Interest expense of $57 million per quarter related to the $3.3 billion credit agreement and $1.1 billion bridge credit agreement entered into to finance the EPC Power acquisition.

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Subsequent Liquidity and Capital Resource Events

On September 29, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”), which provides for a senior term loan credit facility (the “Credit Facility”) with aggregate commitments of $3.3 billion. On October 14, 2026, the Company borrowed the full $3.3 billion available under the Credit Facility. The Credit Facility matures on October 13, 2027.

On October 9, 2026, the Company entered into a Bridge Credit Agreement (the “Bridge Credit Agreement”), which provides for a senior bridge term loan credit facility (the “Bridge Credit Facility”) with aggregate commitments of $1.1 billion. On October 14, 2026, the Company borrowed the full $1.1 billion available under the Bridge Credit Facility. The Bridge Credit Facility matures on October 13, 2027.

The aggregate $4.4 billion of proceeds from the Credit Facility and Bridge Credit Facility (collectively “the EPC Facilities”) were used to finance the Company’s acquisition of EPC Power Corp. (“EPC Power”), which was completed on October 14, 2026.

On October 2, 2026, Axiom entered into a Series A Convertible Preferred Stock Investment Agreement (the “Preferred Investment Agreement”) with certain third-party investors, pursuant to which the investors agreed to purchase 200,000 shares of Axiom’s Series A Convertible Preferred Stock for an aggregate purchase price of $2.0 billion in a private placement (the “Preferred Investment”).

The $4.4 billion in EPC Facilities maturing October 2027 are expected to transfer to Axiom concurrent with the expected spin-off of Flex’s CPI segment in the first quarter of calendar year 2027. Should the $2.0 billion Preferred Investment fund prior to the CPI spin-off, Preferred Investment proceeds will reduce the EPC Facilities and the net EPC Facilities, and Preferred Investment are expected to transfer to Axiom concurrent with the CPI spin-off.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise specifically stated, references in this report to “Flex,” “the Company,” “we,” “us,” “our” and similar terms mean Flex Ltd. and its subsidiaries.

This report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words “expects,” “anticipates,” “believes,” “intends,” “plans” and similar expressions identify forward-looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-Q with the Securities and Exchange Commission, except as required by law. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those risks and uncertainties discussed in this section, as well as any risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.

OVERVIEW

We are 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, we deliver technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets. Our 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. We partner with customers across a diverse set of industries including data center, communications, enterprise, consumer, automotive, industrial, healthcare, and power. As of September 25, 2026, our three operating and reportable segments were as follows: