Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
Reflecting the evolution of our portfolio and operating model, as of March 31, 2026, Flex's three operating and reportable segments were as follows, to serve distinct customer needs and end markets: •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 electronics 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 Our ITS segment serves customers building technology-driven, intelligent products that require fast innovation cycles, while our RMS segment focuses on regulated, safety-critical markets requiring a high level of precision, compliance, and reliability.
Business: segment capabilities and regulated markets · Dépôt 20/05/2026
CPI programs are characterized by systems-level integration, high power density requirements, proprietary engineering and complex global manufacturing and supply chain execution, including capabilities that extend across rack‑level systems through facility and utility-level electrical infrastructure.
Business: CPI engineering and systems integration · Dépôt 20/05/2026
In the past, some of our customers moved a portion of their manufacturing away from us in order to more fully utilize their excess internal manufacturing capacity, and customers could in the future decide to in-source, dual‑source, regionalize, or otherwise reallocate manufacturing volumes among suppliers.
Risk factors: realized customer insourcing · Dépôt 20/05/2026
In addition, certain of our customer contracts contain provisions that permit the customer to terminate the agreement for convenience upon prior written notice, which notice periods may be relatively short.
Risk factors: termination for convenience · Dépôt 20/05/2026
In the past, we have completed strategic transactions with customers under which we acquired inventory, equipment and other assets from those customers and leased or acquired their manufacturing facilities, while simultaneously entering into multi-year manufacturing and supply agreements for the production of their products.
Risk factors: customer transactions and multi-year supply agreements · Dépôt 20/05/2026
These arrangements with divesting customers involve a number of risks, including the following: •we may need to pay a purchase price to the divesting customer that exceeds the value we ultimately realize from the customer’s future business; •the integration of the acquired assets and facilities into our business may be time-consuming and costly, including as a result of restructuring activities; •we, rather than the divesting customer, generally bear the risk of excess capacity at the facility; •we may not achieve anticipated cost reductions or operational efficiencies; •we may be unable to meet customer expectations with respect to volume, product quality, timeliness and cost reductions; 21 Table of Contents •our supply agreements generally do not require customers to purchase minimum volumes, and actual purchase volumes may be lower than anticipated; and •if demand for a customer’s products declines, the customer may reduce its purchase volumes, and we may not be able to sufficiently reduce the expenses of operating the facility or use the facility to provide services to other customers.
Risk factors: customer arrangements and absence of minimum volumes · Dépôt 20/05/2026
The flexible design of our manufacturing processes allows us to manufacture a broad range of products in our facilities and better utilize our manufacturing capacity across our diverse geographic footprint and service customers from all markets.
MD&A: flexible manufacturing platform · Dépôt 31/07/2026
In response, we activated contingency manufacturing plans and transitioned production to alternative facilities.
MD&A: contingency manufacturing response · Dépôt 31/07/2026
During the quarter ended June 26, 2026, tariff costs paid and recoveries from our customers impacted our revenues and costs of goods by approximately one percent and had a negligible impact on our profitability.
MD&A: realized tariff recovery and profitability impact · Dépôt 31/07/2026
Our industry is extremely competitive, many of our competitors have achieved substantial market share, and some may have lower cost structures or greater design, manufacturing, financial or other resources than we do, including the ability to deploy capital at greater scale to support capacity expansion, advanced manufacturing technologies, or significant upfront investments required by certain power and components programs.
Risk factors: competition and relative resources · Dépôt 20/05/2026
Many of our costs and operating expenses are relatively fixed, and thus customer order fluctuations, deferrals, and transfers of demand from one facility to another, as described above, have had a material adverse effect on our results of operations in the past and we may experience such effects in the future.
Risk factors: historical effects of demand fluctuations · Dépôt 20/05/2026
Gross profit during the three-month period ended June 26, 2026 increased $0.2 billion to $0.7 billion, or 9.4% of net sales, from $0.6 billion, or 8.7% of net sales, during the three-month period ended June 27, 2025.
MD&A: comparative gross profit and margin · Dépôt 31/07/2026
ITS RMS CPI Total Three-Months Ended June 26, 2026 (In millions) Net Sales $ 3,056 $ 2,670 $ 2,202 $ 7,928 Segment Cost of Sales Total (2,831) (2,403) (1,928) Segment selling, general and administrative expenses (67) (91) (60) Segment income $ 158 $ 176 $ 214 $ 548 Reconciling items: Corporate & other $ 14 Intangible amortization 23 Stock-based compensation 51 Restructuring and impairment charges (1) 1 Legal and other (2) 67 Interest expenses 60 Interest income 13 Other charges (income), net (37) Equity in earnings (losses) of unconsolidated affiliates (5) Income before income taxes $ 377 (1)Certain restructuring charges of $1 million are excluded from the reconciling amount of $1 million as they are included within segment income.
Segment reporting: June 2026 sales and segment income · Dépôt 31/07/2026
22 Table of Contents ITS RMS CPI Total Three-Months Ended June 27, 2025 (In millions) Net Sales $ 2,558 $ 2,391 $ 1,626 $ 6,575 Segment Cost of Sales Total (2,363) (2,182) (1,428) Segment selling, general and administrative expenses (64) (83) (43) Segment income $ 131 $ 126 $ 155 $ 412 Reconciling items: Corporate & other $ 17 Intangible amortization 21 Stock-based compensation 34 Restructuring charges 23 Legal and other (1) 6 Interest expenses 51 Interest income 13 Other charges (income), net 7 Equity in earnings (losses) of unconsolidated affiliates (20) Income before income taxes $ 246 (1)Legal and other consists of costs not directly related to core business results and including matters relating to commercial disputes, government regulatory and compliance, intellectual property, antitrust, tax, employment or shareholder issues, product liability claims and other issues on a global basis as well as acquisition and portfolio optimization related costs and asset impairments.
Segment reporting: June 2025 comparative results · Dépôt 31/07/2026
Free cash flows reconcile to the most directly comparable GAAP financial measure of net cash provided by operating activities as follows: Fiscal Year Ended March 31, 2026 2025 (In millions) Net cash provided by operating activities $ 1,685 $ 1,505 Purchases of property and equipment (633) (438) Proceeds from the disposition of property and equipment 8 15 Free cash flow $ 1,060 $ 1,082 Our cash balances are generated and held in numerous locations throughout the world.
Liquidity: operating cash flow and capital expenditures · Dépôt 20/05/2026
During fiscal year 2026, we paid $0.9 billion to repurchase shares under the current and prior repurchase plans at an average price of $49.08 per share.
Liquidity: fiscal 2026 share repurchases · Dépôt 20/05/2026
7 Table of Contents FLEX LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three-Month Periods Ended June 26, 2026 June 27, 2025 (In millions) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 285 $ 192 Depreciation, amortization and other impairment charges 140 142 Changes in working capital and other, net (149) 65 Net cash provided by operating activities 276 399 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (236) (133) Proceeds from the disposition of property and equipment 1 2 Acquisition of businesses, net of cash acquired (1,134) (41) Proceeds from divestiture of businesses, net of cash held in divested businesses 90 — Other investing activities, net — (7) Net cash used in investing activities (1,279) (179) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from bank borrowings and long-term debt 2,830 500 Payments of bank borrowings, long-term debt and other financing liabilities (1,385) (532) Payments for repurchases of ordinary shares — (247) Other financing activities, net 10 (4) Net cash (used in) provided by financing activities 1,455 (283) Effect of exchange rates on cash and cash equivalents (1) 13 Net change in cash and cash equivalents 451 (50) Cash and cash equivalents, beginning of period 2,389 2,289 Cash and cash equivalents, end of period $ 2,840 $ 2,239 Non-cash investing activities: Unpaid purchases of property and equipment $ 183 $ 109 Right-of-use assets obtained in exchange for operating lease liabilities 177 152 The accompanying notes are an integral part of these condensed consolidated financial statements.
Cash flow statement: investment, financing and cash generation · Dépôt 31/07/2026
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.
Debt: syndication accounting in borrowing and repayment flows · Dépôt 31/07/2026
Share-Based Compensation Expense The following table summarizes the Company’s share-based compensation expense for the 2017 Plan: Three-Month Periods Ended June 26, 2026 June 27, 2025 (In millions) Cost of sales $ 7 $ 8 Selling, general and administrative expenses 44 26 Total share-based compensation expense $ 51 $ 34 The 2017 Plan During the three-month period ended June 26, 2026, the Company granted 1.7 million restricted share unit ("RSU") awards.
Share-based compensation: expense and actual RSU grants · Dépôt 31/07/2026
Of this amount, 0.8 million are plain-vanilla unvested RSU awards that vest over a period of three years, with no performance or market conditions, with an average grant date price of $151.88 per award.
Share-based compensation: service-based vesting · Dépôt 31/07/2026
In addition, 0.3 million unvested shares represent the target amount of grants made to certain key employees whereby vesting is contingent on certain performance conditions, with an average grant date price of $151.99 per award.
Share-based compensation: actual performance-conditioned grants · Dépôt 31/07/2026
These performance-based RSUs include awards tied to the Company's adjusted earnings per share growth and awards tied to operating profit goals.
Share-based compensation: earnings and operating profit conditions · Dépôt 31/07/2026
In addition, as part of our ongoing commitment to strong corporate governance, the Flex Board of Directors has established a new Lead Independent Director position and approved the additional annual cash compensation payable for this position, subject to the approval of Flex shareholders, as required under the Singapore Companies Act.
Shareholder letter: established Lead Independent Director position and proposed compensation · Dépôt 05/10/2026
Such committee reviewed, among other things, the additional responsibilities and time commitment associated with the Lead Independent Director role, including presiding at executive sessions of the independent directors, serving as the principal liaison between the independent directors and the Chair of the Flex Board of Directors, as well as the CEO of the Company, providing input on board meeting agendas, and such other duties as may be set forth in the Company’s Guidelines with Regards to Certain Governance Matters.
Governance: Lead Independent Director responsibilities · Dépôt 05/10/2026
The Flex Board of Directors also considered potentially negative factors in evaluating the Spin-Off, including, among other things, the potential for increased aggregated ongoing administrative costs for the two companies operating on a stand-alone basis post-Spin-Off, the inability to take advantage of pre-Spin-Off Flex’s size, purchasing power, borrowing leverage, and available capital for investments, one-time costs expected to be incurred related to the Spin-Off and in connection with the transition to 9 Table of Contents becoming a stand-alone public company, the potential for execution risks related to the Spin-Off, and that the Spin-Off may divert management’s time and attention.
Separation: board consideration of lost scale and additional costs · Dépôt 05/10/2026
Many agreements provide for non-cancellable/non-returnable (NCNR) terms or other inventory liability coverage, and some agreements include contractual price reductions or other pricing mechanisms over the term, which can adversely affect revenue and margins.
Spinco customer contracts: inventory protection and contractual price reductions · Dépôt 05/10/2026
Spinco’s customers generally do not commit to long-term production schedules or provide binding forecasts of their product needs, and Spinco’s contracts with customers typically do not require them to purchase any minimum quantities.
Spinco customer contracts: forecasts and minimum quantities · Dépôt 05/10/2026
As of the quarter ended June 26, 2026, 0.1 million Warrant Shares have vested and are exercisable.
Customer warrant: shares actually vested and exercisable · Dépôt 31/07/2026
The expense associated with the Warrant Shares will be recorded as a deduction to revenue as the customer purchases products and services over the vesting period.
Customer warrant: purchase-linked deductions from revenue · Dépôt 31/07/2026
The Warrant Shares are subject to vesting based on qualifying payments (as defined in the Warrant) for the purchase of all products and services by or on behalf of Parent and its affiliates over the term of the Warrant.
Customer warrant: vesting based on qualifying purchases · Dépôt 31/07/2026
Three-Month Periods Ended June 26, 2026 June 27, 2025 (In millions) Segment income: Integrated Technology Solutions $ 158 5.2 % $ 131 5.1 % Regulated Manufacturing Solutions 176 6.6 % 126 5.3 % Cloud and Power Infrastructure 214 9.7 % 155 9.5 % ITS segment margin increased 10 basis points to 5.2% for the three-month period ended June 26, 2026, compared to 5.1% for the three-month period ended June 27, 2025, primarily driven by growth in Communications from increased demand with higher margins partially offset by the impact of lower margins due to memory price increases.
MD&A: ITS margin improvement and memory-cost pressure · Dépôt 31/07/2026
The Company generally expects to pass through increases in memory costs to its customers, where contractual mechanisms permit recovery of component cost increases, however, sustained increases in memory pricing could continue to favorably impact net sales, while unfavorably impacting our gross profit percentage and increasing inventory balances and working capital requirements.
MD&A: contractual limits on memory-cost recovery · Dépôt 31/07/2026
The completion of this spin-off is subject to the approval of Flex’s Board of Directors, our shareholders, and the High Court of the Republic of Singapore (“High Court Approval”).
Shareholder letter: separation remains subject to approvals · Dépôt 05/10/2026
We face competition from Asian-based competitors, including Taiwanese ODM suppliers, as well as other large, diversified manufacturing and design service providers, who compete in a variety of our end markets and, in some cases, have a substantial share of global information technology hardware and related infrastructure production.
Risk factors: generic competitor categories · Dépôt 20/05/2026
