Flex(FLEX) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Flex Ltd.'s unaudited condensed consolidated financial statements for Q3 and H1 FY2025, including balance sheets, income statements, cash flows, and detailed notes, are presented Report of Independent Registered Public Accounting Firm Deloitte & Touche LLP reviewed Flex Ltd.'s interim financials, finding no material modifications needed for U.S. GAAP conformity - The independent registered public accounting firm, Deloitte & Touche LLP, concluded that no material modifications are needed for the interim financial information to conform with U.S. GAAP[5] - The review scope is substantially less than an audit, and thus, no opinion is expressed on the financial statements as a whole[8] Condensed Consolidated Balance Sheets Total assets and liabilities increased from March 31, 2024, to September 27, 2024, while total shareholders' equity slightly decreased Condensed Consolidated Balance Sheet Highlights (In millions) | Metric | Sep 27, 2024 | Mar 31, 2024 | | :------------------------------------- | :----------- | :----------- | | Cash and cash equivalents | $2,601 | $2,474 | | Accounts receivable, net | $3,502 | $3,033 | | Contract assets | $595 | $249 | | Inventories | $5,466 | $6,205 | | Total current assets | $13,351 | $12,992 | | Total assets | $18,586 | $18,257 | | Bank borrowings and current portion of long-term debt | $531 | $— | | Accounts payable | $5,144 | $4,468 | | Deferred revenue and customer working capital advances | $2,134 | $2,615 | | Total current liabilities | $9,306 | $8,539 | | Total liabilities | $13,583 | $12,932 | | Total shareholders' equity | $5,003 | $5,325 | Condensed Consolidated Statements of Operations Net sales decreased for both periods, but gross profit and operating income increased for the three-month period, while net income attributable to Flex Ltd. significantly decreased due to the Nextracker spin-off Condensed Consolidated Statements of Operations Highlights (In millions, except per share amounts) | Metric | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net sales | $6,545 | $6,933 | $12,859 | $13,825 | | Cost of sales | $5,998 | $6,411 | $11,825 | $12,810 | | Gross profit | $531 | $519 | $1,002 | $995 | | Operating income | $297 | $281 | $530 | $496 | | Net income from continuing operations | $214 | $201 | $353 | $348 | | Net income from discontinued operations | $— | $205 | $— | $269 | | Net income attributable to Flex Ltd. | $214 | $228 | $353 | $414 | | Basic EPS from continuing operations | $0.54 | $0.45 | $0.89 | $0.78 | | Diluted EPS from continuing operations | $0.54 | $0.45 | $0.87 | $0.77 | - Net sales decreased by 6% for the three-month period and 7% for the six-month period year-over-year[14] - Gross profit margin improved from 7.5% to 8.1% for the three-month period and from 7.2% to 7.8% for the six-month period[14] Condensed Consolidated Statements of Comprehensive Income Comprehensive income attributable to Flex Ltd. increased significantly, driven by positive foreign currency translation adjustments and unrealized gains on derivative instruments Condensed Consolidated Statements of Comprehensive Income Highlights (In millions) | Metric | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income | $214 | $406 | $353 | $617 | | Foreign currency translation adjustments | $55 | $(38) | $39 | $(47) | | Unrealized gain (loss) on derivative instruments and other | $10 | $(33) | $(17) | $1 | | Comprehensive income attributable to Flex Ltd. | $279 | $157 | $375 | $368 | - Comprehensive income attributable to Flex Ltd. increased by 77.7% for the three-month period and 1.9% for the six-month period year-over-year[16] Condensed Consolidated Statements of Noncontrolling Interest and Shareholders' Equity Shareholders' equity decreased due to significant share repurchases, partially offset by net income and stock-based compensation, with noncontrolling interest eliminated post-Nextracker spin-off Shareholders' Equity Changes (In millions) | Metric | 3 Months Ended Sep 27, 2024 | 6 Months Ended Sep 27, 2024 | | :------------------------------------------ | :-------------------------- | :-------------------------- | | Balance at June 28, 2024 / March 31, 2024 | $4,996 | $5,325 | | Repurchase of Flex Ltd. ordinary shares at cost | $(300) | $(757) | | Net income | $214 | $353 | | Stock-based compensation | $28 | $60 | | Total other comprehensive income (loss) | $65 | $22 | | Balance at September 27, 2024 | $5,003 | $5,003 | - Flex repurchased $757 million of ordinary shares during the six-month period ended September 27, 2024[19] Condensed Consolidated Statements of Cash Flows Net cash provided by operating activities significantly increased, while cash used in investing and financing activities decreased, with new debt issuance offsetting share repurchases Condensed Consolidated Statements of Cash Flows Highlights (In millions) | Metric | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | | Net income | $353 | $617 | | Changes in working capital and other, net | $49 | $(514) | | Net cash provided by operating activities | $659 | $363 | | Net cash used in investing activities | $(206) | $(297) | | Proceeds from bank borrowings and long-term debt | $499 | $2 | | Payments for repurchases of ordinary shares | $(757) | $(506) | | Net cash used in financing activities | $(321) | $(460) | | Net change in cash and cash equivalents | $127 | $(394) | | Cash and cash equivalents, end of period | $2,601 | $2,900 | - Net cash provided by operating activities increased by 81.5% year-over-year[23] Notes to Condensed Consolidated Financial Statements These notes provide detailed disclosures on Flex Ltd.'s financial statements, covering company organization, accounting policies, significant balances, revenue, compensation, EPS, discontinued operations, debt, financial instruments, and segment reporting 1. Organization of the Company and Basis of Presentation Flex Ltd. operates globally through two segments, FAS and FRS, with financial statements reflecting the Nextracker spin-off and management's estimates considering geopolitical conflicts - Flex operates two reportable segments: Flex Agility Solutions (FAS) and Flex Reliability Solutions (FRS), serving diverse end markets including cloud, automotive, healthcare, and industrial[25] - The spin-off of Nextracker Inc. was completed on January 2, 2024, with its financial results prior to this date presented as discontinued operations[30][31] Supplier Finance Programs Outstanding Obligations (In millions) | Date | Outstanding Obligations | | :---------------- | :---------------------- | | September 27, 2024 | $133 | | March 31, 2024 | $123 | 2. Balance Sheet Items Inventories decreased by 12%, goodwill increased by $11 million due to foreign currency translation and an acquisition, and customer working capital advances decreased by $0.4 billion Inventories, Net (In millions) | Component | Sep 27, 2024 | Mar 31, 2024 | | :---------------- | :----------- | :----------- | | Raw materials | $4,569 | $5,045 | | Work-in-progress | $460 | $623 | | Finished goods | $437 | $537 | | Total Inventories | $5,466 | $6,205 | - Goodwill increased by approximately $11 million during the six-month period ended September 27, 2024, due to foreign currency translation ($3 million) and an acquisition ($8 million)[38] Customer Working Capital Advances (In billions) | Date | Amount | | :---------------- | :----- | | September 27, 2024 | $1.8 | | March 31, 2024 | $2.2 | 3. Revenue Flex's total net sales decreased by 6% for the three-month period and 7% for the six-month period, with a significant increase in "over time" revenue recognition for both FAS and FRS segments Disaggregation of Revenue by Timing of Transfer (In millions) | Segment/Timing | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :--------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | FAS - Point in time | $2,924 | $3,280 | $5,797 | $6,716 | | FAS - Over time | $682 | $338 | $1,174 | $503 | | FRS - Point in time | $2,237 | $3,145 | $4,870 | $6,277 | | FRS - Over time | $702 | $170 | $1,018 | $329 | | Total Flex - Point in time | $5,161 | $6,425 | $10,667 | $12,993 | | Total Flex - Over time | $1,384 | $508 | $2,192 | $832 | | Total Flex | $6,545 | $6,933 | $12,859 | $13,825 | - Contract assets increased from $249 million (March 31, 2024) to $595 million (September 27, 2024), while contract liabilities (deferred revenue) decreased from $490 million to $372 million over the same period[10][43][44] 4. Stock-Based Compensation Flex recognized $28 million in stock-based compensation for the three-month period and $60 million for the six-month period, with $221 million in unrecognized expense for unvested RSUs Stock-Based Compensation Expense (In millions) | Category | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :----------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Cost of sales | $8 | $7 | $16 | $14 | | Selling, general and administrative expenses | $20 | $21 | $44 | $46 | | Total share-based compensation expense | $28 | $28 | $60 | $60 | - Approximately 4.6 million RSU awards were granted during the six-month period ended September 27, 2024, with various vesting conditions (service-based, performance-based, market-based)[49][50] - As of September 27, 2024, total unrecognized compensation expense related to unvested RSU awards was approximately $221 million, with a weighted-average remaining vesting period of 2.0 years[51] 5. Earnings Per Share Basic and diluted EPS from continuing operations increased, but total EPS was impacted by the absence of Nextracker's contribution from discontinued operations in the current periods Earnings Per Share (EPS) Summary | Metric | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Basic EPS from continuing operations | $0.54 | $0.45 | $0.89 | $0.78 | | Basic EPS from discontinued operations | $— | $0.06 | $— | $0.15 | | Total Basic EPS attributable to Flex Ltd. | $0.54 | $0.51 | $0.89 | $0.93 | | Diluted EPS from continuing operations | $0.54 | $0.45 | $0.87 | $0.77 | | Diluted EPS from discontinued operations | $— | $0.06 | $— | $0.15 | | Total Diluted EPS attributable to Flex Ltd. | $0.54 | $0.51 | $0.87 | $0.92 | | Weighted-average shares outstanding - basic (millions) | 394 | 443 | 398 | 445 | | Weighted-average shares outstanding - diluted (millions) | 400 | 448 | 405 | 452 | - Basic EPS from continuing operations increased by 20% for the three-month period and 14.1% for the six-month period year-over-year[53] 6. Discontinued Operations Flex reported zero net income from discontinued operations for current periods following the Nextracker spin-off, contrasting with significant contributions in the prior year - Flex completed the spin-off of its remaining interests in Nextracker Inc. on January 2, 2024[54] Net Income from Discontinued Operations (Nextracker) (In millions) | Metric | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income from discontinued operations | $— | $205 | $— | $269 | | Net income from discontinued operations attributable to Flex Ltd. | $— | $27 | $— | $66 | - Cash provided by discontinued operations operating activities for the six-month period ended September 29, 2023, was $253 million[58] 7. Bank Borrowings and Long-Term Debt Flex's total debt increased to $3.709 billion due to a new $500 million Notes issuance, with the weighted-average interest rate slightly rising to 4.6% Bank Borrowings and Long-Term Debt (In millions) | Debt Instrument | Maturity Date | Sep 27, 2024 | Mar 31, 2024 | | :-------------------------------- | :------------ | :----------- | :----------- | | 4.750% Notes | June 2025 | $532 | $584 | | 3.750% Notes | February 2026 | $680 | $682 | | 6.000% Notes | January 2028 | $397 | $397 | | 4.875% Notes | June 2029 | $656 | $657 | | 4.875% Notes | May 2030 | $678 | $681 | | 5.250% Notes | January 2032 | $499 | $— | | 3.600% HUF Bonds | December 2031 | $283 | $274 | | Total Debt | | $3,709 | $3,261 | | Current portion | | $(531) | $— | | Non-current portion | | $3,178 | $3,261 | - In August 2024, Flex issued $500 million of 5.250% Notes due 2032, receiving approximately $496 million net of discount and issuance costs[63] - The weighted-average interest rate for long-term debt was 4.6% as of September 27, 2024, up from 4.5% as of March 31, 2024[61] 8. Interest Expense and Interest Income Interest expense increased due to higher short-term borrowings and a new debt issuance, while interest income remained consistent Interest Expense and Income (In millions) | Category | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Interest expenses on debt obligations | $46 | $38 | $89 | $82 | | AR sale program related expenses | $7 | $11 | $20 | $23 | | Interest income | $(16) | $(15) | $(32) | $(31) | - Interest expense increased by $4 million for the three-month period and $4 million for the six-month period year-over-year[66] 9. Financial Instruments Flex uses foreign currency derivative contracts with a notional amount of $8.1 billion to hedge exposures, recognizing fair value changes in earnings or accumulated other comprehensive loss - The aggregate notional amount of outstanding foreign currency derivative contracts was $8.1 billion as of September 27, 2024[68] Fair Value of Derivative Instruments (In millions) | Category | Balance Sheet Location | Sep 27, 2024 (Asset) | Mar 31, 2024 (Asset) | Sep 27, 2024 (Liability) | Mar 31, 2024 (Liability) | | :------------------------------------------ | :-------------------------- | :------------------- | :------------------- | :----------------------- | :----------------------- | | Derivatives designated as hedging instruments: Foreign currency contracts | Other current assets | $23 | $45 | $(36) | $(9) | | Derivatives designated as hedging instruments: Foreign currency contracts | Other noncurrent assets | $— | $— | $(19) | $(33) | | Derivatives not designated as hedging instruments: Foreign currency contracts | Other current assets | $22 | $14 | $(15) | $(10) | 10. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss improved to $(173) million, driven by positive foreign currency translation adjustments and unrealized gains on derivative instruments Changes in Accumulated Other Comprehensive Loss (In millions) | Component | Beginning Balance (June 28, 2024) | Net Current-Period OCI (Loss) | Ending Balance (Sep 27, 2024) | | :------------------------------------------ | :-------------------------------- | :---------------------------- | :---------------------------- | | Unrealized gain (loss) on derivative instruments and other | $(23) | $10 | $(13) | | Foreign currency translation adjustments | $(215) | $55 | $(160) | | Total | $(238) | $65 | $(173) | - The tax impact on changes in accumulated other comprehensive loss was $2 million for the three-month period and $11 million for the six-month period ended September 27, 2024[75] 11. Trade Receivables Sales Programs The outstanding balance of receivables sold decreased to $0.7 billion, while total accounts receivable sold during the six-month period increased to $2.1 billion Trade Receivables Sold (In billions) | Metric | Sep 27, 2024 | Mar 31, 2024 | | :------------------------------------------ | :----------- | :----------- | | Outstanding balance of receivables sold and not yet collected | $0.7 | $0.8 | | Total accounts receivable sold (6-month period) | $2.1 | $1.7 | - Cash received from the sale of receivables is included as cash provided by operating activities[76] 12. Fair Value Measurement of Assets and Liabilities Flex values most financial instruments using Level 2 inputs, while major debts not carried at fair value are primarily valued using Level 1 inputs - Cash and cash equivalents, money market funds, and foreign exchange forward contracts are valued using Level 2 inputs[79][80] Financial Instruments Measured at Fair Value on a Recurring Basis (In millions) | Category | Sep 27, 2024 | Mar 31, 2024 | | :------------------------------------------ | :----------- | :----------- | | Assets: Money market funds and time deposits | $1,640 | $759 | | Assets: Foreign currency contracts | $45 | $59 | | Assets: Deferred compensation plan assets | $44 | $41 | | Liabilities: Foreign currency contracts | $(70) | $(52) | Major Debts Not Carried at Fair Value (In millions) | Debt Instrument | Sep 27, 2024 (Carrying Amount) | Sep 27, 2024 (Fair Value) | Mar 31, 2024 (Carrying Amount) | Mar 31, 2024 (Fair Value) | Fair Value Hierarchy | | :------------------------------------------ | :----------------------------- | :------------------------ | :----------------------------- | :------------------------ | :------------------- | | 4.750% Notes due June 2025 | $532 | $531 | $584 | $578 | Level 1 | | 3.750% Notes due February 2026 | $680 | $673 | $682 | $662 | Level 1 | | 6.000% Notes due January 2028 | $397 | $411 | $397 | $404 | Level 1 | | 4.875% Notes due June 2029 | $656 | $658 | $657 | $643 | Level 1 | | 4.875% Notes due May 2030 | $678 | $679 | $681 | $662 | Level 1 | | 5.250% Notes due January 2032 | $499 | $503 | $— | $— | Level 1 | | 3.600% HUF Bonds due December 2031 | $283 | $226 | $274 | $219 | Level 2 | 13. Commitments and Contingencies Flex faces legal proceedings and tax assessments, including a $50 million commercial dispute accrual and contested Brazilian and foreign tax assessments, with management expecting no material financial impact - Flex recognized a $50 million accrual in Q4 FY2024 for a commercial dispute, with management not expecting a material financial impact from its resolution[88] - Two Brazilian tax assessments, totaling approximately $18 million (USD equivalent), are being contested[89] - A foreign tax authority assessment of $285 million was partially abated by $118 million, leaving $167 million still contested[90] 14. Share Repurchases Flex repurchased 9.8 million shares for $300 million and 25.1 million shares for $757 million during the three and six-month periods, with $1.5 billion remaining under the current program Share Repurchases (In millions, except average price) | Period | Shares Repurchased | Aggregate Purchase Price | | :------------------------------------------ | :----------------- | :----------------------- | | 3 Months Ended Sep 27, 2024 | 9.8 | $300 | | 6 Months Ended Sep 27, 2024 | 25.1 | $757 | | Average price per share (6-month period) | | $30.19 | - As of September 27, 2024, $1.5 billion was available for repurchase under the current $1.7 billion share repurchase program[94][169] 15. Segment Reporting Flex's FAS and FRS segments showed improved segment margins for both periods, driven by execution, product mix, and cost savings, despite a decrease in net sales for both segments Net Sales by Segment (In millions) | Segment | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Flex Agility Solutions (FAS) | $3,606 | $3,618 | $6,971 | $7,219 | | Flex Reliability Solutions (FRS) | $2,939 | $3,315 | $5,888 | $6,606 | | Total Net Sales | $6,545 | $6,933 | $12,859 | $13,825 | Segment Income and Margins (In millions) | Segment | 3 Months Ended Sep 27, 2024 (Income) | 3 Months Ended Sep 27, 2024 (Margin) | 3 Months Ended Sep 29, 2023 (Income) | 3 Months Ended Sep 29, 2023 (Margin) | | :------------------------------------------ | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Flex Agility Solutions (FAS) | $218 | 6.1% | $167 | 4.6% | | Flex Reliability Solutions (FRS) | $159 | 5.4% | $171 | 5.2% | | Total Segment Income | $358 | | $327 | | - FAS segment margin increased by 150 basis points for the three-month period and 140 basis points for the six-month period year-over-year, driven by strong execution, product mix, and cost savings[141] 16. Restructuring Charges Flex recognized $18 million and $43 million in restructuring charges for the three and six-month periods, primarily for employee severance, with an accrued balance of $86 million Restructuring Charges (In millions) | Period | Amount | | :------------------------------------------ | :----- | | 3 Months Ended Sep 27, 2024 | $18 | | 6 Months Ended Sep 27, 2024 | $43 | - The majority of restructuring charges were related to employee severance[102] Accrued Restructuring Costs (In millions) | Category | Balance as of Sep 27, 2024 | | :------------------------------------------ | :------------------------- | | Severance | $83 | | Other Costs | $3 | | Total Accrued Restructuring Costs | $86 | | Less: Current portion | $(86) | | Accrued restructuring costs, net of current portion | $— | 17. Subsequent Events Flex agreed to acquire Crown Technical Systems for $325 million, expanding its power products portfolio and market presence, with the acquisition expected to close in Q3 FY2025 - Flex agreed to acquire Crown Technical Systems for $325 million in an all-cash transaction[105] - The acquisition will enhance Flex's power products portfolio and expand its presence in the utility and data center markets[105] - The acquisition is expected to close in the third quarter of fiscal year 2025, subject to regulatory approval, and will be reported within the FRS segment[105] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses Flex's financial condition and operational results, covering business overview, strategic approach, economic impacts, accounting estimates, segment performance, liquidity, and capital resources Overview Flex is a global end-to-end manufacturing partner with FAS and FRS segments, focusing on integrated supply chain solutions, while monitoring logistical constraints and geopolitical conflicts - Flex operates two segments: Flex Agility Solutions (FAS) and Flex Reliability Solutions (FRS), serving markets like cloud, automotive, healthcare, and industrial[109] - The company's strategy is to offer comprehensive, cost-competitive, vertically-integrated global supply chain solutions[110] - Component shortages have largely subsided, but logistical constraints and geopolitical conflicts (Red Sea attacks, Ukraine, Israel-Hamas war) are ongoing concerns[115][116] Business Overview Flex is a major global supply chain solutions provider with $12.9 billion in H1 FY2025 net sales, influenced by global economic conditions, product mix, and supply chain issues - Flex generated $12.9 billion in net sales for the six-month period ended September 27, 2024[118] Net Sales by Region (6-Month Periods, In millions) | Region | Sep 27, 2024 | % | Sep 29, 2023 | % | | :------- | :----------- | :-- | :----------- | :-- | | Americas | $6,165 | 48% | $6,174 | 45% | | Asia | $3,927 | 31% | $4,699 | 34% | | Europe | $2,767 | 21% | $2,952 | 21% | | Total | $12,859 | | $13,825 | | - Operating results are affected by global economic conditions, product mix, manufacturing capacity utilization, customer demand, supply chain disruptions, and geopolitical uncertainty[121] Critical Accounting Estimates Management's financial statement preparation relies on significant estimates for doubtful accounts, inventory write-downs, deferred tax assets, and financial instrument fair values, with geopolitical conflicts adding uncertainty - Key estimates include allowances for doubtful accounts, inventory write-downs, valuation allowances for deferred tax assets, and fair values of financial instruments[124] - Geopolitical conflicts (Russian invasion of Ukraine, Israel-Hamas war) contribute to uncertainty in global economic and financial markets, potentially impacting estimates[124] Results of Operations Flex experienced declining net sales but improved gross profit margins and operating income, though net income attributable to Flex Ltd. decreased significantly due to the absence of Nextracker's contribution Key Financial Ratios (as % of Net Sales) | Metric | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net sales | 100.0% | 100.0% | 100.0% | 100.0% | | Cost of sales | 91.6% | 92.5% | 92.0% | 92.7% | | Gross profit | 8.1% | 7.5% | 7.8% | 7.2% | | Operating income | 4.5% | 4.1% | 4.1% | 3.6% | | Net income attributable to Flex Ltd. | 3.3% | 3.3% | 2.7% | 3.0% | Net sales Net sales decreased by 6% for the three-month period and 7% for the six-month period, driven by softer demand in certain FAS and FRS end markets Net Sales by Segment (In millions) | Segment | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Flex Agility Solutions (FAS) | $3,606 | $3,618 | $6,971 | $7,219 | | Flex Reliability Solutions (FRS) | $2,939 | $3,315 | $5,888 | $6,606 | | Total Net Sales | $6,545 | $6,933 | $12,859 | $13,825 | - FAS net sales decreased by $12 million (low single-digit percentage) for the three-month period, driven by CEC and Lifestyle, partially offset by Consumer Devices[129] - FRS net sales decreased by $0.4 billion (11%) for the three-month period, primarily due to high-teen percentage decrease in Industrial and mid single-digit decrease in Automotive[129] Cost of sales Cost of sales decreased by 6% for the three-month period and 8% for the six-month period, generally aligning with the decline in consolidated net sales across both segments - Cost of sales decreased by $0.4 billion (6%) for the three-month period and $1.0 billion (8%) for the six-month period, consistent with the decline in net sales[134][135] - FAS cost of sales decreased by 2% for the three-month period, aligning with revenue decrease in Lifestyle and CEC businesses[134] - FRS cost of sales decreased by 12% for the three-month period, in line with revenue decrease in the Industrial business[134] Gross profit Gross profit increased by $12 million for the three-month period and $7 million for the six-month period, with margins improving by 60 basis points in both periods due to favorable product mix and restructuring savings Gross Profit and Margin (In millions) | Metric | 3 Months Ended Sep 27, 2024 | 3 Months Ended Sep 29, 2023 | 6 Months Ended Sep 27, 2024 | 6 Months Ended Sep 29, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Gross profit | $531 | $519 | $1,002 | $995 | | Gross margin | 8.1% | 7.5% | 7.8% | 7.2% | - Gross margin improved by 60 basis points in both the three-month and six-month periods, driven by favorable product mix in FAS and restructuring savings[137][138] Segment income FAS segment income and margins improved significantly due to execution, product mix, and cost savings, while FRS segment income slightly decreased but margins still improved Segment Income and Margins | Segment | 3 Months Ended Sep 27, 2024 (Income) | 3 Months Ended Sep 27, 2024 (Margin) | 3 Months Ended Sep 29, 2023 (Income) | 3 Months Ended Sep 29, 2023 (Margin) | | :------------------------------------------ | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Flex Agility Solutions (FAS) | $218 | 6.1% | $167 | 4.6% | | Flex Reliability Solutions (FRS) | $159 | 5.4% | $171 | 5.2% | - FAS segment margin increased by 150 basis points for the three-month period and 140 basis points for the six-month period, driven by strong execution, product mix, and cost savings[141] - FRS segment margin increased by 20 basis points for the three-month period and 10 basis points for the six-month period, due to product mix and solid execution[142] Restructuring charges Flex recognized $18 million and $43 million in restructuring charges for the three and six-month periods, primarily related to employee severance for operational efficiencies Restructuring Charges (In millions) | Period | Amount | | :------------------------------------------ | :----- | | 3 Months Ended Sep 27, 2024 | $18 | | 6 Months Ended Sep 27, 2024 | $43 | - Charges were primarily related to employee severance, aimed at improving operational efficiencies[143] Selling, general and administrative expenses Selling, general and administrative (SG&A) expenses remained relatively flat at $0.2 billion (3.3% of net sales) for the three-month period and $0.4 billion (3.3% of net sales) for the six-month period, reflecting enhanced cost control SG&A Expenses (In millions) | Period | Amount | % of Net Sales | | :------------------------------------------ | :----- | :------------- | | 3 Months Ended Sep 27, 2024 | $216 | 3.3% | | 3 Months Ended Sep 29, 2023 | $221 | 3.2% | | 6 Months Ended Sep 27, 2024 | $429 | 3.3% | | 6 Months Ended Sep 29, 2023 | $456 | 3.3% | - SG&A expenses decreased by $5 million for the three-month period and $27 million for the six-month period, reflecting enhanced cost control[144] Intangible amortization Intangible amortization decreased to $16 million for the three-month period and $32 million for the six-month period, primarily due to certain intangibles becoming fully amortized Intangible Amortization (In millions) | Period | Amount | | :------------------------------------------ | :----- | | 3 Months Ended Sep 27, 2024 | $16 | | 3 Months Ended Sep 29, 2023 | $17 | | 6 Months Ended Sep 27, 2024 | $32 | | 6 Months Ended Sep 29, 2023 | $37 | - The decrease in amortization is primarily due to certain intangibles being fully amortized[145] Interest expense Interest expense increased to $53 million for the three-month period and $109 million for the six-month period, driven by higher short-term borrowings and a new debt issuance Interest Expense (In millions) | Period | Amount | | :------------------------------------------ | :----- | | 3 Months Ended Sep 27, 2024 | $53 | | 3 Months Ended Sep 29, 2023 | $49 | | 6 Months Ended Sep 27, 2024 | $109 | | 6 Months Ended Sep 29, 2023 | $105 | - The increase was driven by higher short-term borrowings and a new debt issuance in Q2 FY2025[146] Interest income Interest income remained consistent at $16 million for the three-month period and $32 million for the six-month period compared to prior year periods Interest Income (In millions) | Period | Amount | | :------------------------------------------ | :----- | | 3 Months Ended Sep 27, 2024 | $16 | | 3 Months Ended Sep 29, 2023 | $15 | | 6 Months Ended Sep 27, 2024 | $32 | | 6 Months Ended Sep 29, 2023 | $31 | - Interest income remained consistent year-over-year[147] Other charges (income), net Other charges (income), net, shifted from an expense to an income, primarily due to a gain from a Nextracker tax receivable agreement payment and lower foreign exchange transaction losses Other Charges (Income), Net (In millions) | Period | Amount | | :------------------------------------------ | :----- | | 3 Months Ended Sep 27, 2024 | $(4) | | 3 Months Ended Sep 29, 2023 | $14 | | 6 Months Ended Sep 27, 2024 | $(3) | | 6 Months Ended Sep 29, 2023 | $25 | - The shift to income was primarily due to a gain from a tax receivable agreement payment from Nextracker and lower foreign exchange transaction losses[148][149] Income taxes The consolidated effective tax rate increased to 19% and 23% for the three and six-month periods, mainly due to a U.S. tax group accrual, withholding tax on Chinese earnings, and unfavorable foreign exchange impacts Consolidated Effective Tax Rate | Period | Effective Tax Rate | | :------------------------------------------ | :----------------- | | 3 Months Ended Sep 27, 2024 | 19% | | 3 Months Ended Sep 29, 2023 | 14% | | 6 Months Ended Sep 27, 2024 | 23% | | 6 Months Ended Sep 29, 2023 | 12% | - The higher effective tax rate is attributed to a U.S. tax group accrual, withholding tax on Chinese undistributed earnings, and unfavorable foreign exchange impacts[151] - Flex recognized a nominal income tax expense for OECD Pillar Two GloBE minimum tax and does not anticipate a material impact from the U.S. Inflation Reduction Act[152][153] Net income from continuing operations Net income from continuing operations increased to $214 million for the three-month period and $353 million for the six-month period, driven by improved gross margins and other income Net Income from Continuing Operations (In millions) | Period | Amount | | :------------------------------------------ | :----- | | 3 Months Ended Sep 27, 2024 | $214 | | 3 Months Ended Sep 29, 2023 | $201 | | 6 Months Ended Sep 27, 2024 | $353 | | 6 Months Ended Sep 29, 2023 | $348 | - Net income from continuing operations increased by 6.5% for the three-month period and 1.4% for the six-month period year-over-year[154] Net income from discontinued operations Net income from discontinued operations was zero for current periods due to the Nextracker spin-off, contrasting with significant contributions in the prior year Net Income from Discontinued Operations (In millions) | Period | Amount | | :------------------------------------------ | :----- | | 3 Months Ended Sep 27, 2024 | $— | | 3 Months Ended Sep 29, 2023 | $205 | | 6 Months Ended Sep 27, 2024 | $— | | 6 Months Ended Sep 29, 2023 | $269 | - The absence of discontinued operations income is due to the Nextracker spin-off in Q4 FY2024[155] Net income attributable to noncontrolling interest Net income attributable to noncontrolling interest was zero for current periods following the Nextracker spin-off, compared to significant amounts in the prior year Net Income Attributable to Noncontrolling Interest (In millions) | Period | Amount | | :------------------------------------------ | :----- | | 3 Months Ended Sep 27, 2024 | $— | | 3 Months Ended Sep 29, 2023 | $178 | | 6 Months Ended Sep 27, 2024 | $— | | 6 Months Ended Sep 29, 2023 | $203 | - The non-recurrence of noncontrolling interest income is a direct result of the Nextracker spin-off[157] Liquidity and Capital Resources Flex maintains strong liquidity with $2.6 billion in cash and a $2.5 billion credit facility, with operating cash flow and adjusted free cash flow significantly increasing, while repurchasing shares and issuing new debt Liquidity and Capital Resources Highlights (In billions) | Metric | Sep 27, 2024 | Mar 31, 2024 | | :------------------------------------------ | :----------- | :----------- | | Cash and cash equivalents | $2.6 | $2.5 | | Bank and other borrowings | $3.7 | $3.3 | | Revolving credit facility (available) | $2.5 | $2.5 | Cash Flow and Adjusted Free Cash Flow (6-Month Periods, In millions) | Metric | Sep 27, 2024 | Sep 29, 2023 | | :------------------------------------------ | :----------- | :----------- | | Net cash provided by operating activities | $659 | $363 | | Adjusted free cash flow | $451 | $63 | - Flex repurchased $757 million of ordinary shares and issued $500 million of 5.250% Notes due 2032 during the six-month period[163] Contractual Obligations and Commitments No material changes to Flex's contractual obligations and commitments were reported, aside from the August 2024 issuance of the 2032 Senior Notes - No material changes in contractual obligations and commitments, other than the issuance of the 2032 Senior Notes, were reported as of September 27, 2024[171] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Flex reported no material changes in its exposure to market risks related to interest and foreign currency exchange rates for the six-month period - There were no material changes in market risk exposure for interest and foreign currency exchange rates[172] ITEM 4. CONTROLS AND PROCEDURES Flex's management concluded that disclosure controls and procedures were effective as of September 27, 2024, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were deemed effective as of September 27, 2024[173][174] - No material changes in internal control over financial reporting occurred during the quarter ended September 27, 2024[175] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Flex's material legal proceedings are detailed in Note 13, 'Commitments and Contingencies,' of the condensed consolidated financial statements - Material legal proceedings are referenced in Note 13, 'Commitments and Contingencies,' of the financial statements[177] ITEM 1A. RISK FACTORS This section refers readers to the comprehensive discussion of risks and uncertainties in Flex's Annual Report on Form 10-K, noting that additional unknown or immaterial risks could also affect the business - Readers are directed to the Annual Report on Form 10-K for a full discussion of risk factors[178] - New or currently immaterial risks may emerge and adversely affect the business[178] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Flex repurchased 9,779,097 ordinary shares under publicly announced plans, with approximately $1.5 billion remaining available under the current share repurchase program Issuer Purchases of Equity Securities (June 29, 2024 - Sep 27, 2024) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value of Shares that Yet Be Purchased Under the Plans or Programs | | :------------------------------------------ | :----------------------------- | :--------------------------- | :--------------------------------------------------------------------------------- | | June 29, 2024 - August 2, 2024 | 3,946,815 | $30.40 | $435,822,159 | | August 3, 2024 - August 30, 2024 | 3,063,715 | $31.01 | $1,620,000,326 | | August 31, 2024 - September 27, 2024 | 2,768,567 | $30.70 | $1,535,000,625 | | Total | 9,779,097 | | | - All purchases were made in open market transactions in accordance with Rule 10b-18[179] - As of September 27, 2024, $1.5 billion was available for repurchase under the current $1.7 billion share repurchase program[180] ITEM 3. DEFAULTS UPON SENIOR SECURITIES There were no defaults upon senior securities reported ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to Flex Ltd ITEM 5. OTHER INFORMATION No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fiscal quarter ended September 27, 2024 - No insider trading arrangements (Rule 10b5-1 or non-Rule 10b5-1) were adopted or terminated by directors or officers during the quarter[182] ITEM 6. EXHIBITS This section lists all exhibits filed with the Form 10-Q, including indentures, restricted share unit award agreements, certifications, and XBRL instance documents - Exhibits include indentures for notes, restricted share unit award agreements, and certifications from the Principal Executive Officer and Principal Financial Officer[184] SIGNATURES The report is duly signed by Revathi Advaithi, Chief Executive Officer, and Jaime Martinez, Interim Chief Financial Officer, on October 31, 2024 - The report was signed by the Chief Executive Officer and Interim Chief Financial Officer on October 31, 2024[185]