0000866374falseSG00008663742024-10-302024-10-30


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2024
FLEX LTD.
(Exact Name of Registrant as Specified in Its Charter)
Singapore0-2335498-1773351
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
2 Changi South Lane, Singapore
486123
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (65) 6876-9899
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
☐



Item 2.02    Results of Operations and Financial Condition.

On October 30, 2024, Flex Ltd. ("Flex") issued a press release announcing financial results for its second quarter ended September 27, 2024. A copy of the press release is furnished with this report as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits

Exhibit No.
104Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FLEX LTD.
Date: October 30, 2024
By:/s/ Jaime Martinez
Name:Jaime Martinez
Title:Interim Chief Financial Officer

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EXHIBIT 99.1




FLEX REPORTS SECOND QUARTER FISCAL 2025 RESULTS
Austin, Texas, October 30, 2024 – Flex (NASDAQ: FLEX) today announced results for its second quarter ended September 27, 2024.
Second Quarter Fiscal Year 2025 Highlights:
•Net Sales: $6.5 billion
•GAAP Operating Income: $297 million
•Adjusted Operating Income: $358 million
•GAAP Net Income attributable to Flex Ltd: $214 million
•Adjusted Net Income attributable to Flex Ltd: $255 million
•GAAP Earnings Per Share: $0.54
•Adjusted Earnings Per Share: $0.64

An explanation and reconciliation of non-GAAP financial measures to GAAP financial measures is presented in Schedules II and V attached to this press release.
"In fiscal Q2, our teams delivered another quarter of strong results," said Revathi Advaithi, CEO of Flex. "This quarter we announced the pending Crown Technical Systems acquisition, another great example of our strategy to grow in higher value markets, and generate long-term shareholder value through continued margin expansion, EPS growth, and cash generation."

Third Quarter Fiscal 2025 Guidance
•Revenue: $6.0 billion to $6.4 billion
•GAAP Operating Income: $257 million to $287 million
•Adjusted Operating Income: $335 million to $365 million
•GAAP EPS: $0.42 to $0.48.
•Adjusted EPS: $0.60 to $0.66 which excludes $0.08 for stock-based compensation expense, $0.07 for net restructuring charges, and $0.03 for net intangible amortization.

Fiscal Year 2025 Guidance Updated
•Revenue: $24.9 billion to $25.5 billion
•GAAP EPS: $1.77 to $1.89
•Adjusted EPS: $2.39 to $2.51 which excludes $0.30 for stock-based compensation expense, $0.19 for net restructuring charges and $0.13 for net intangible amortization.







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Webcast and Conference Call
The Flex management team will host a conference call today at 7:30 AM (CT) / 8:30 AM (ET), to review second quarter fiscal 2025 results. A live webcast of the event and slides will be available on the Flex Investor Relations website at http://investors.flex.com. An audio replay and transcript will also be available after the event on the Flex Investor Relations website.
About Flex
Flex (Reg. No. 199002645H) is the manufacturing partner of choice that helps a diverse customer base design and build products that improve the world. Through the collective strength of a global workforce across 30 countries and responsible, sustainable operations, Flex delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.
Contacts
Investors & Analysts
David Rubin
Vice President, Investor Relations
(408) 577-4632
David.Rubin@flex.com

Media & Press
Yvette Lorenz
Director, Corporate PR and Executive Communications
(415) 225-7315
Yvette.Lorenz@flex.com



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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. securities laws, including statements related to our future financial results and our guidance for future financial performance (including expected revenues, operating income, margins and earnings per share). These forward-looking statements are based on current expectations, forecasts and assumptions involving risks and uncertainties that could cause the actual outcomes and results to differ materially from those anticipated by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. These risks include: that we may not achieve our expected future operating results; the effects that the current and future macroeconomic environment, including inflation, slower growth or recession, and currency exchange rate fluctuations, could have on our business and demand for our products; supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand; the impact of fluctuations in the pricing or availability of raw materials and components, labor and energy, and logistical constraints; risks related to the spin-off of Nextracker, and the transactions related thereto, including the qualification of these transactions for their intended tax treatment; risks associated with acquisitions and divestitures, including the possibility that we may not fully realize their projected benefits, including the planned Crown Technical Systems acquisition; the possibility that regulatory and other approvals and conditions to Crown Technical Systems acquisition are not received or satisfied on a timely basis or at all, or that the acquisition will not close or that the closing may be delayed; and other events that could adversely impact the completion of the acquisition or the anticipated benefits of the acquisition, including industry or economic conditions outside of our control; geopolitical risks, including impacts from the termination and renegotiation of international trade agreements and trade policies, the ongoing conflicts between Russia and Ukraine and in the Middle East, or an escalation of sanctions, tariffs or other trade tensions between the U.S. and China or other countries, any of which could lead to disruption, instability, and volatility in global markets and negatively impact our operations and financial performance; the effects that current and future credit and market conditions could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations to us and our ability to pass through costs to our customers; the challenges of effectively managing our operations, including our ability to control costs and manage changes in our operations; hiring and retaining key personnel; litigation and regulatory investigations and proceedings; our compliance with legal and regulatory requirements; changes in laws, regulations, or policies that may impact our business, including those related to climate change; the possibility that benefits of the Company's restructuring actions may not materialize as expected; that the expected revenue and margins from recently launched programs may not be realized; our dependence on industries that continually produce technologically advanced products with short product life cycles; the short-term nature of our customers' commitments and rapid changes in demand may cause supply chain issues, excess and obsolete inventory, and other issues which adversely affect our operating results; our dependence on a small number of customers; our industry is extremely competitive; we may be exposed to financially troubled customers or suppliers; the success of certain of our activities depends on our ability to protect our intellectual property rights and we may be exposed to claims of infringement or breach of license agreements; a breach of our IT or physical security systems, or violation of data privacy laws, may cause us to incur significant legal and financial exposure and disrupt our operations; physical and operational risks from natural disasters, severe weather events, or climate change; our ability to meet environmental, social and governance expectations or standards or achieve sustainability goals; we may be exposed to product liability and product warranty liability; that recent changes or future changes in tax laws in certain jurisdictions where we operate could materially impact our tax expense; and the impact and effects on our business, results of operations and financial condition of a public health issue, including a pandemic, or catastrophic event.



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Additional information concerning these and other risks is described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our most recent Annual Report on Form 10-K and in our subsequent filings with the U.S. Securities and Exchange Commission. Flex assumes no obligation to update any forward-looking statements, which speak only as of the date they are made.




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SCHEDULE I


FLEX
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
     
  Three-Month Periods Ended
  September 27, 2024 September 29, 2023
GAAP:   
 Net sales$6,545 $6,933 
 Cost of sales5,998 6,411 
 Restructuring charges16 3 
 Gross profit531 519 
 Selling, general and administrative expenses216 221 
Restructuring charges2 — 
Intangible amortization16 17 
Operating income297 281 
 Interest expense53 49 
Interest income16 15 
Other charges (income), net(4)14 
 Income from continuing operations before income taxes264 233 
 Provision for (benefit from) income taxes50 32 
Net income from continuing operations214 201 
Net income from discontinued operations, net of tax— 205 
Net income214 406 
Net income attributable to noncontrolling interest — 178 
 Net income attributable to Flex Ltd.$214 $228 
    
GAAP EPS
Diluted earnings per share from continuing operations$0.54 $0.45 
Diluted earnings per share from discontinued operations— 0.06 
Diluted earnings per share attributable to the shareholders of Flex Ltd.$0.54 $0.51 
 Diluted shares used in computing per share amounts400 448 
 
See Schedule II for the reconciliation of GAAP to non-GAAP financial measures. See the accompanying notes on Schedule V attached to this press release.
     



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FLEX
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
     
  Six-Month Periods Ended
  September 27, 2024September 29, 2023
GAAP:   
 Net sales$12,859 $13,825 
 Cost of sales11,825 12,810 
 Restructuring charges32 20 
 Gross profit1,002 995 
 Selling, general and administrative expenses429 456 
Restructuring charges11 6 
Intangible amortization32 37 
Operating income530 496 
 Interest expense109 105 
Interest income32 31 
Other charges (income), net(3)25 
 Income from continuing operations before income taxes456 397 
 Provision for (benefit from) income taxes103 49 
Net income from continuing operations353 348 
Net income from discontinued operations, net of tax— 269 
Net income353 617 
Net income attributable to noncontrolling interest — 203 
 Net income attributable to Flex Ltd.$353 $414 
    
GAAP EPS
Diluted earnings per share from continuing operations$0.87 $0.77 
Diluted earnings per share from discontinued operations— 0.15 
Diluted earnings per share attributable to the shareholders of Flex Ltd.$0.87 $0.92 
 Diluted shares used in computing per share amounts405 452 
 
See Schedule II for the reconciliation of GAAP to non-GAAP financial measures. See the accompanying notes on Schedule V attached to this press release.
     



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SCHEDULE II


FLEX
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)
(In millions, except per share amounts)
  
  Three-Month Periods Ended
  September 27, 2024September 29, 2023
GAAP operating income$297 $281 
Intangible amortization16 17 
Stock-based compensation expense28 28 
Restructuring charges17 1 
Non-GAAP operating income$358 $327 
GAAP provision for income taxes$50 $32 
Intangible amortization benefit4 3 
Other tax related adjustments15 (3)
Non-GAAP provision for income taxes$69 $32 
  
GAAP net income from continuing operations$214 $201 
Intangible amortization16 17 
Stock-based compensation expense28 28 
Restructuring charges17 1 
Legal and other— — 
Interest and other, net(1)8 
Adjustments for taxes(19)— 
Non-GAAP net income from continuing operations$255 $255 
Diluted earnings per share from continuing operations:
GAAP
$0.54 $0.45 
Non-GAAP$0.64 $0.57 
See the accompanying notes on Schedule V attached to this press release.




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FLEX
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)
(In millions, except per share amounts)
  
  Six-Month Periods Ended
  September 27, 2024September 29, 2023
GAAP operating income$530 $496 
Intangible amortization32 37 
Stock-based compensation expense60 60 
Restructuring charges42 24 
Legal and other— 3 
Non-GAAP operating income$664 $620 
GAAP provision for income taxes$103 $49 
Intangible amortization benefit7 6 
Other tax related adjustments13 6 
Non-GAAP provision for income taxes$123 $61 
  
GAAP net income from continuing operations$353 $348 
Intangible amortization32 37 
Stock-based compensation expense60 60 
Restructuring charges42 24 
Legal and other — 3 
Interest and other, net(1)9 
Adjustments for taxes(20)(12)
Non-GAAP net income from continuing operations$466 $469 
Diluted earnings per share from continuing operations:
GAAP
$0.87 $0.77 
Non-GAAP$1.15 $1.04 
See the accompanying notes on Schedule V attached to this press release.


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SCHEDULE III
FLEX
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
     
  As of September 27, 2024As of March 31, 2024
ASSETS   
Current assets:   
 Cash and cash equivalents$2,601 $2,474 
 Accounts receivable, net of allowance for doubtful accounts3,502 3,033 
 Contract assets595 249 
 Inventories5,466 6,205 
 Other current assets1,187 1,031 
Total current assets13,351 12,992 
    
Property and equipment, net2,254 2,269 
Operating lease right-of-use assets, net581 601 
Goodwill1,146 1,135 
Other intangible assets, net223 245 
Other non-current assets1,031 1,015 
Total assets$18,586 $18,257 
     
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:   
 Bank borrowings and current portion of long-term debt$531 $— 
 Accounts payable5,144 4,468 
 Accrued payroll and benefits473 488 
Deferred revenue and customer working capital advances 2,134 2,615 
 Other current liabilities1,024 968 
Total current liabilities9,306 8,539 
     
Long-term debt, net of current portion3,178 3,261 
Operating lease liabilities, non-current476 490 
Other non-current liabilities623 642 
Total liabilities13,583  12,932 
Total Flex Ltd. shareholders’ equity5,003 5,325 
Total liabilities and shareholders' equity$18,586 $18,257 


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SCHEDULE IV


FLEX
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
     
  Six-Month Periods Ended
  September 27, 2024September 29, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:   
 Net income$353 $617 
 Depreciation, amortization and other impairment charges257 260 
Changes in working capital and other, net49 (514)
 Net cash provided by operating activities659 363 
   
CASH FLOWS FROM INVESTING ACTIVITIES:   
 Purchases of property and equipment(214)(319)
 Proceeds from the disposition of property and equipment6 19 
 Other investing activities, net2 3 
 Net cash used in investing activities(206)(297)
   
CASH FLOWS FROM FINANCING ACTIVITIES:   
Proceeds from bank borrowings and long-term debt499 2 
 Payments of bank borrowings, long-term debt and other financing liabilities(57)(398)
Payments for repurchases of ordinary shares(757)(506)
Proceeds from issuances of Nextracker shares— 552 
Payment for purchase of Nextracker LLC units from TPG— (57)
 Other, net(6)(53)
 Net cash used in financing activities(321)(460)
    
Effect of exchange rates on cash and cash equivalents(5)— 
Net change in cash and cash equivalents127 (394)
Cash and cash equivalents, beginning of period2,474 3,294 
Cash and cash equivalents, end of period$2,601 $2,900 



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SCHEDULE V


FLEX AND SUBSIDIARIES
NOTES TO SCHEDULES I and II

(1) To supplement Flex's unaudited selected financial data presented consistent with U.S. Generally Accepted Accounting Principles ("GAAP"), the Company discloses certain non-GAAP financial measures that exclude certain charges and gains, including non-GAAP operating income, non-GAAP net income and non-GAAP net income per diluted share. These supplemental measures exclude certain legal and other charges, restructuring charges, customer-related asset impairments (recoveries), stock-based compensation expense, intangible amortization, other discrete events as applicable and the related tax effects. These non-GAAP measures are not in accordance with or an alternative for GAAP and may be different from non-GAAP measures used by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Flex's results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Flex's results of operations in conjunction with the corresponding GAAP measures. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of the Company's performance.

In calculating non-GAAP financial measures, we exclude certain items to facilitate a review of the comparability of the Company's operating performance on a period-to-period basis because such items are not, in our view, related to the Company's ongoing operational performance. We use non-GAAP measures to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, for calculating return on investment, and for benchmarking performance externally against competitors. In addition, management's incentive compensation is determined using certain non-GAAP measures. Also, when evaluating potential acquisitions, we exclude certain items described below from consideration of the target's performance and valuation. Since we find these measures to be useful, we believe that investors benefit from seeing results "through the eyes" of management in addition to seeing GAAP results. We believe that these non-GAAP measures, when read in conjunction with the Company's GAAP financials, provide useful information to investors by offering:
•the ability to make more meaningful period-to-period comparisons of the Company's ongoing operating results;
•the ability to better identify trends in the Company's underlying business and perform related trend analysis;
•a better understanding of how management plans and measures the Company's underlying business; and
•an easier way to compare the Company's operating results against analyst financial models and operating results of competitors that supplement their GAAP results with non-GAAP financial measures.

The following are explanations of each of the adjustments that we incorporate into non-GAAP measures, as well as the reasons for excluding each of these individual items in the reconciliations of these non-GAAP financial measures:

Stock-based compensation expense consists of non-cash charges for the estimated fair value of unvested restricted share units granted to employees and assumed in business acquisitions. The Company believes that the exclusion of these charges provides for more accurate comparisons of its operating results to peer companies due to the varying available valuation methodologies, subjective assumptions and the variety of award types. In addition, the Company believes it is useful to investors to understand the specific impact stock-based compensation expense has on its operating results.



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Intangible amortization consists primarily of non-cash charges that can be impacted by, among other things, the timing and magnitude of acquisitions. The Company considers its operating results without these charges when evaluating its ongoing performance and forecasting its earnings trends, and therefore excludes such charges when presenting non-GAAP financial measures. The Company believes that the assessment of its operations excluding these costs is relevant to its assessment of internal operations and comparisons to the performance of its competitors.

Restructuring charges include severance charges at existing sites and corporate SG&A functions as well as asset impairment, and other charges related to the closures and consolidations of certain operating sites and targeted activities to restructure the business. These costs may vary in size based on the Company's initiatives, are not directly related to ongoing or core business results, and do not reflect expected future operating expenses. These costs are excluded by the Company's management in assessing current operating performance and forecasting its earnings trends and are therefore excluded by the Company from its non-GAAP measures.

During the three and six-month periods ended September 27, 2024, the Company recognized approximately $17 million and $42 million of restructuring charges respectively, and during the three and six-month periods ended September 29, 2023, the Company recognized $1 million and $24 million of restructuring charges respectively. Most of these charges are related to employee severance.

Legal and other consist primarily of costs not directly related to core business results and may include 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. During the first half of fiscal year 2024, the Company accrued for certain loss contingencies where losses were considered probable and estimable. These costs are excluded by the Company's management in assessing current operating performance and forecasting its earnings trends and are therefore excluded by the Company from its non-GAAP measures. No such costs were incurred in the first half of fiscal year 2025.

Interest and other, net consist of various other types of items that are not directly related to ongoing or core business results, such as the gain or losses related to certain divestitures, currency translation reserve write-offs upon liquidation of certain legal entities, debt extinguishment costs and impairment charges or gains associated with certain non-core investments. The Company excludes these items because they are not related to the Company's ongoing operating performance or do not affect core operations. Excluding these amounts provides investors with a basis to compare Company performance against the performance of other companies without this variability.

Adjustments for taxes relate to the tax effects of the various adjustments that we incorporate into non-GAAP measures in order to provide a more meaningful measure on non-GAAP net income and certain adjustments related to non-recurring settlements of tax contingencies or other non-recurring tax charges, when applicable. During the three and six-month periods ended September 27, 2024, the Company recognized a $19 million and $20 million net tax benefit respectively, and during the six-month period ended September 29, 2023, the Company recognized a $12 million net tax benefit, related to the tax effects of various adjustments that are incorporated into non-GAAP measures.



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Oct. 30, 2024
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