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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K
(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2023
For the fiscal year ended March 31, 2016Or
Or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-23354
FLEXTRONICS INTERNATIONALFLEX LTD.
(Exact name of registrant as specified in its charter)
Singapore
Not Applicable
(State or other jurisdiction of
incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
2 Changi South Lane,
Singapore
486123
(Address of registrant's principal executive offices)
486123
(Zip Code)
Registrant's telephone number, including area code
(65) 6876-9899
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Classeach classTrading Symbol(s)Name of Each Exchangeeach exchange on Which Registeredwhich registered
Ordinary Shares, No Par Value
FLEX
The NASDAQNasdaq Stock Market LLC
(NASDAQ Global Select Market)
Securities registered pursuant to Section 12(g) of the Act—NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o    No ý
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 ý    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"filer," "smaller reporting company," and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
Accelerated Filer
Accelerated filero
Non-accelerated filero
Smaller reporting company o
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso ☐    No ý
As of September 25, 2015,30, 2022, the aggregate market value of the Company's ordinary shares held by non-affiliates of the registrant was approximately $5.8$7.6 billion based upon the closing sale price as reported on the NASDAQ Stock Market LLC (NASDAQNasdaq Global Select Market).Market.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
ClassOutstanding at May 11, 201612, 2023
Ordinary Shares, No Par Value542,802,845444,493,546
DOCUMENTS INCORPORATED BY REFERENCE
DocumentParts into Which Incorporated
Proxy Statement to be delivered to shareholders in connection with the Registrant's 20162023 Annual General Meeting of ShareholdersPart III



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PART I


FORWARD-LOOKING STATEMENTS
Unless otherwise specifically stated, references in this report to "Flex," "the Company," "we," "us," "our" and similar terms mean Flextronics International Ltd. and its subsidiaries.
Except for historical information contained herein, certain matters included in this annual report on Form 10-K are, or may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The words "will," "may," "designed to," "believe," "should," "anticipate," "plan," "expect," "intend," "estimate" and similar expressions identify forward-looking statements, which speak only as of the date of this annual report. These forward-looking statements are contained principally under Item 1, "Business," and under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." Because these forward-looking statements are subject to risks and uncertainties, actual results could differ materially from the expectations expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include those described in Item 1A, "Risk Factors" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." 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. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements. We undertake no obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances.
Unless otherwise specifically stated, references in this report to "Flex," the "Company," "we," "us," "our" and similar terms mean Flex Ltd. and its subsidiaries.
ITEM 1.    BUSINESS
OVERVIEW
We are a globally-recognized, leading providerFlex is the diversified manufacturing partner of innovative design, engineering, manufacturing, and supply chain services and solutionschoice that span from sketch to scaletm; from conceptual sketch to full-scale production. Wehelps market-leading brands design, build ship and service complete packageddeliver innovative products that improve the world. Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, Flex supports the entire product lifecycle with advanced manufacturing solutions and operates one of the most trusted global supply chains. The Company also provides additional value to customers through a broad array of services, including design and engineering, component services, rapid prototyping, fulfillment, and circular economy solutions. Flex supports a diverse set of industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and industrial products for original equipment manufacturers ("OEMs"), through our activities in the following segments:energy. As of March 31, 2023, Flex's three operating and reportable segments were as follows:
High ReliabilityFlex Agility Solutions ("HRS"FAS"), which is comprised of our medical businessthe following end markets:
Communications, Enterprise and Cloud ("CEC"), including data infrastructure, edge infrastructure and communications infrastructure
Lifestyle, including appliances, consumer health, digital health, disposables, drug delivery, diagnostics, life sciencespackaging, floorcare, micro mobility and imaging equipment; our automotive business,audio
Consumer Devices, including vehicle electronics, connectivity,mobile and clean technologies; and our defense and aerospace businesses, focused on commercial aviation, defense and military;high velocity consumer devices.

Consumer Technologies GroupFlex Reliability Solutions ("CTG"), which includes our mobile devices business, including smart phones; our consumer electronics business, including connected living, wearable electronics including digital sport, game consoles, and connectivity devices; and our high-volume computing business, including various supply chain solutions for notebook personal computers ("PC"), tablets, and printers; in addition, our CTG group is expanding its business relationships to include supply chain optimization for non-electronics products such as shoes and clothing;

Industrial and Emerging Industries ("IEI"FRS"), which is comprised of semiconductorthe following end markets:
Automotive, including next generation mobility, autonomous, connectivity, electrification, and smart technologies
Health Solutions, including medical devices, medical equipment, and drug delivery
Industrial, including capital equipment, officeindustrial devices, and renewables and grid edge.
Nextracker, the leading provider of intelligent, integrated solar tracker and software solutions householdthat are used in utility-scale and ground-mounted distributed generation solar projects around the world. Nextracker's products enable solar panels to follow the sun’s movement across the sky and optimize plant performance.
On February 13, 2023, the Company’s subsidiary, Nextracker Inc. ("Nextracker"), completed its initial public offering (the “IPO”) of 30,590,000 shares of its Class A common stock, par value $0.0001 per share (the “Nextracker Common Stock”), which included the exercise in full of the underwriters’ option to purchase 3,990,000 additional shares of Nextracker Common Stock at the public offering price of $24.00 per share, less underwriting discounts and commissions. Prior to the IPO, Nextracker was a wholly owned indirect subsidiary of Flex. Upon the closing of the IPO, Flex beneficially owned 61.4% of the total outstanding shares of Nextracker’s capital stock, including both Class A common stock and Class B common stock, voting as a single class. We continue to consolidate and present Nextracker as a segment subsequent to the IPO.
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The FAS segment is optimized for speed to market, based on a highly flexible supply and manufacturing system. The FRS segment is optimized for longer product lifecycles requiring complex ramps with specialized production models and critical environments. Nextracker provides solar tracker technologies that optimize and increase energy production while reducing costs for significant plant return on investment.
Our customers include many of the world's leading technology, healthcare, automotive, and industrial companies. We are focused on establishing long-term relationships with our customers and have been successful in expanding relationships to incorporate additional product lines and services.
In fiscal year 2023, our ten largest customers accounted for approximately 34% of net sales. No customer accounted for greater than 10% of the Company's net sales in fiscal year 2023.
Flex believes that growth in the contract manufacturing services industry will be driven by increased complexities in products, markets, and environmental, social, and governance ("ESG") requirements. The “Digitization of Everything” is the mega-trend that is driving products—and even whole industries—to be smarter, more data-driven, and more connected. To make these next generation products, companies must integrate increasingly advanced technologies and build them at scale. Additionally, with regards to Nextracker, we believe that both the attractive cost of solar generation and increasing demand for renewable energy will drive continued growth in the utility-scale solar market.
In addition to the pandemic, rising global uncertainty over the past few years including trade and tariff issues, increasing geopolitical unrest, and severe labor shortages are creating further complexity. Companies are rethinking their entire production strategies. We are seeing a global rebalancing in sourcing and producing to maximize resiliency and decrease time to market. Sustainability is no longer an afterthought. Businesses are being held to a much higher standard for how and where their products are sourced and produced, and, increasingly, how they are disposed.
These complexities are making it harder for companies to manage their own supply chains and manufacturing operations. They are looking for trusted partners to help them navigate this complex environment. We believe that only a few outsourcing providers have the right capabilities and scale to meet these challenges effectively and profitably. Flex is one of these partners.
STRATEGY
Flex helps its customers responsibly design and build products that create value and improve people’s lives. We do this by providing our customers with product development lifecycle services, from innovation, design, and engineering, to manufacturing, supply chain solutions, component services, logistics, fulfillment and circular economy offerings. Flex’s strategy is to continue investing in areas where we can differentiate and add value, whether through engineering and design services, product technologies or developing differentiated processes and business methods. We are strengthening our abilities in software, robotics, artificial intelligence, factory automation, simulation, digital twins, and other disruptive technologies. We select ethical partners and integrate the supply chain so that our customers can operate efficiently and responsibly. We are committed to investing in our employees and communities, which includes addressing critical environmental issues.
People. To maintain competitiveness and world-class capabilities, we focus on hiring and retaining the world's best talent. We have focused on attracting the best engineering, functional and operational leaders and have accelerated efforts to develop the future leaders of the Company.
Customer Focus. We believe that building strong partnerships with our customers and delivering on our commitments strengthens trust and customer retention. For Flex, customers come first, and we have a relentless focus on delivering distinctive products and services in a cost-effective manner with fast time to market. We are highly collaborative and leverage our global system and processes to operate with speed and responsiveness to provide customers a reliable and resilient supply chain and responsible manufacturing technology solutions and services.
Markets. We focus on companies that are leaders in their industry and value our superior capabilities in design, manufacturing, and supply chain services. Flex focuses on high-growth industries and markets where we have distinctive competence and a compelling value proposition. Examples include investments in specific technologies and industries such as healthcare, automotive, industrial, and lifestyle, industrialenergy. Our market-focused approach to managing our business increases customers' competitiveness by leveraging our deep vertical and cross-industry expertise, as well as global scale, regional presence, and agility to respond to changes in market dynamics.
Operations. We continue to invest in maintaining a leadership position in our world-class manufacturing and services capabilities including automation, simulation tools, digitizing our factories, and kiosks, energyimplementing leading edge Industry 4.0 methodologies. We leverage our broad set of capabilities globally to provide a competitive advantage by minimizing logistics costs, manufacturing costs, and metering,cycle times while increasing flexibility and lighting; andresponsiveness.

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Communications & Enterprise Compute ("CEC"), formerly referred to as Integrated Network Solutions (“INS”), which includes radio access base stations, remote radio heads, and small cells for wireless infrastructure; optical, routing, broadcasting, and switching products for the data and video networks; server and storage platforms for both enterprise and cloud based deployments; next generation storage and security appliance products; and rack level solutions, converged infrastructure and software defined product solutions.

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We provide our advancedSERVICE OFFERINGS
Flex provides design, manufacturing and supply chain services through a network of over 100 facilitieslocations in approximately 30 countries across four continents. We have established thisglobal scale through an extensive network of designinnovation labs, manufacturing operations, and manufacturing facilitiesservices sites in the world's major consumer electronics and industrialenterprise products markets (Asia, the Americas, and Europe) in order to serve the outsourcingsupply chain needs of both multinational and regional OEMs. Our services increase our customers' competitiveness by delivering improved product quality, increased flexibility, leading manufacturability, improved performance, faster time-to-market, and competitive costs. Our OEM customers leverage our services to meet their requirements throughout their products' entire life cycles. For the fiscal year ended March 31, 2016, we had revenue of $24.4 billion and net income of $444.1 million.

companies.
We believe that the combination of our extensive open innovation platform solutions, design and engineering services, advanced supply chain management solutions and services, significant scale and global presence, and industrial campuses in low-cost geographies provide us with a competitive advantage and strong differentiation in the market for designing, manufacturing, and servicing consumer electronics and industrial products for leading multinational and regional OEMs. Through these services and facilities, we offer our OEM customers accelerated design, increased flexibility and responsiveness, improved time to market, and supply chain predictability and real time visibility, which enable them to accelerate product launches, enter new markets, mitigate risks, and improve free cash flow.
Our business has been subject to seasonality, primarily due to our mobile devices and consumer electronics markets exposure, which are part of our CTG segment, which historically exhibit particular strength generally in the last two quarters of the calendar year in connection with the holiday season.
We recognized research and development costs primarily related to our design and innovations businesses of $75.5 million, $35.2 million, and $30.0 million for the fiscal years ended March 31, 2016, 2015 and 2014, respectively.
INDUSTRY OVERVIEW
Our expertise is in the design, manufacture, and supply services for a broad range of products; as such, the closest definition of our industry is the outsourced Electronics Manufacturing Services ("EMS") industry. EMS has experienced significant change and growth as an increasing number of companies elect to outsource some or all of their design, manufacturing, and after-market services requirements. In recent years, we have seen an increased level of diversification by many companies, primarily in the technology sector. Companies that have historically identified themselves as software providers, internet service providers, or e-commerce retailers are entering the highly competitive and rapidly evolving hardware markets, with products including mobile devices, home entertainment and wearable devices. This trend has resulted in significant changes to the hardware manufacturing and supply chain solutions requirements of such companies. Increasingly complex products require highly customized supply chain solutions, in turn resulting in significant changes to the overall manufacturing and supply chain landscape. The growth of the overall industry for calendar year 2015 is estimated to have been around 6%.
We believe the total available market for the EMS industry is poised for continued growth, with current penetration rates estimated to be less than 30%. The intensely competitive nature of the electronics industry, the increasing complexity and sophistication of electronics products, and pressure on OEMs to reduce product costs and shorten product life cycles are all factors that encourage OEMs to utilize supply chain service providers as part of their business and manufacturing strategies. Utilizing global manufacturing and service providers allows OEMs to take advantage of the global design, manufacturing and supply chain management expertise of such providers, and enables OEMs to concentrate on product research, development, marketing, and sales. We believe that OEMs realize a number of important benefits through their strategic relationships with EMS providers, including:
Improved efficiency and reduced production costs;

Reduced design and development costs and lead time;

Accelerated time-to-market and time-to-volume production;

Reduced capital investment requirements and fixed costs;

Improved inventory management and purchasing power;

Access to worldwide design, engineering, manufacturing, and after-market service capabilities; and

Ability to focus on core branding and R&D initiatives.
We believe that growth in the EMS industry will be largely driven by the need for OEMs to respond to rapidly changing markets and technologies, the increasing complexity of supply chains and the continued pressure to be cost competitive. Additionally, we believe that there are significant opportunities for global EMS providers to win additional business from OEMs in markets or industry segments that have yet to substantially utilize such providers.
SERVICE OFFERINGS
We offer a broad range of customizable services to OEMs. We believe that Flex has the broadest worldwide end-to-end supply chain solution capabilitiesproduct development lifecycle solutions in the industry, from concept design resourcesto manufacturing to aftermarket and end of life services. We believe aour key competitive advantages are our people, processes, and capabilities for making products, systems, and solutions for customers:

competitiveTime to market advantage is the Flex Platform, which is our system for improving customer competitiveness by providing superior speed, scope, and scale:
Speed:: Our sophisticated supply chain management tools and expertise allow us to provide customers with access to real-time information that increases visibility and reduces risk throughout the entire product lifecycle, reducing risk while accelerating execution.
lifecycle. Our experience with new product introductions and manufacturing ramps provides customers with a time to market advantage.

Scope:  Our end-to-end services, from sketch to scaletm, include design and innovation services, engineering, logistics, and supply chain management. Our deep industry knowledge and multi-domain expertise accelerates the entire process of producing increasingly complex products for increasingly interconnected industries.

Broad range of services: Our full range of services include innovation and design, engineering, manufacturing, supply chain management, component services, forward and reverse logistics, fulfillment, and circular economy solutions. Our deep cross-industry knowledge and multi-domain expertise accelerate the production of complex products for increasingly interconnected industries.
Scale:  OurGlobal and regional scale: Flex’s physical infrastructure includes over 100 facilities in approximately 30 countries, staffed by approximately 200,000172,000 employees, providing our customers with truly global scale and strategic geographic distribution capabilities.
capabilities to meet their market needs.
We offer global economies of scale in procurement,advanced materials and technology sourcing, manufacturing and after-market services, as well as market-focused expertise and capabilities in design and engineering. As a result of our extensive experience in specific markets, we have developed a deep understanding of complex market dynamics, giving us the ability to anticipate trends that impact our customers' businesses. Our expertise can help improve our customers' market positioning by effectively adjusting product plans and roadmaps to efficiently and cost-effectively deliver high quality products that meet their time-to-marketgeographic and time to market requirements.
Our services include all processes necessary to design, build, ship, and service complete packaged consumer electronics and industriala wide range of products for our OEM customers. These services include:
Innovation Services.    We provide a comprehensive set of services that enable companies, from startups to multinationals, to successfully innovate, create new products and solutions, and gain access to new markets. These services span the entire product introduction and solution lifecycle by providing access to new technologies, accelerating product development from early concepts to final production-ready design, and providing advanced manufacturing and testing for new product introduction and market access to grow our customers' offerings. We launched the Silicon Valley Open Innovation Initiative to create an ecosystem of customers, suppliers and design tool makers to drive new product innovation technologies that improve productivity, cost and time-to-market. As part of this initiative, we founded the Silicon Valley Open Innovation Summit.
In fiscal year 2016, we continued to expand our Innovation Centers worldwide and further enhanced our flagship Customer Innovation Center in Silicon Valley. Our innovation services include:
Innovations Labs. Innovation Labs is a design and engineering organization that specializes in supporting customer design and product development services from early concept stages, with the ability to accommodate highly ambiguous requirements. Customers gain access to our design and engineering facilities, technical subject matter expertise, and rapid prototyping resources such as metal and plastic 3D printers and soft tooling capabilities.

Collective Innovation Platform. The Collective Innovation Platform is an ecosystem of qualified technology solutions that helps customers reduce time-to-market and enhance product functionality by leveraging technology building blocks that have been qualified by Flex as part our technology Centers of Excellence. By joining the Flex Collective Innovation Program, technology providers can monetize their investments and gain access to our large, global customer base. Program members include technology suppliers, startups, software/application providers, research labs/institutes and universities.

Lab IX. A startup accelerator program that invests in the next generation of disruptive technologies, giving startups a competitive advantage by providing them the necessary resources and connections to grow their business. By bringing together startups, OEMs and technology partners, we provide Lab IX portfolio companies with access to our global end-to-end supply chain solutions, our wealth of experience in hardware design, our manufacturing services and logistics across a wide range of markets, and additional benefits from our specialized partners.

Centers of Excellence. Centers of Excellence provide strategic technology capabilities developed by Flex in critical solutions areas which are leveraged across multiple industries, for integration into our customers' products. Centers of Excellence include Human Machine Interface, Wireless and Connectivity, Semiconductors, Sensors and Actuators, Power and Battery Management, Smart Software, Flexible Technology, Computing, and Mechanicals and Plastics.

Interconnect Technology Center. The Interconnect Technology Center provides expertise in both rigid and flexible circuits for next generation printed circuits technology, testing methods, and designs. The Center's state-of-the-art labs

are specifically designed for printed circuit innovation, with a focus on embedded components, integration and transfer, wearable and stretchable design, thermal management, system integration and simulation.

CloudLabs. The CloudLabs initiative provides cloud infrastructure companies with engineering and design services to optimize rack-level solutions, especially in the case of multi-vendor equipment integration. CloudLabs enables customers to accelerate a spectrum of cloud, converged infrastructure, and datacenter strategies.
Design and Engineering Services.    We offer a comprehensive rangeServices. Across all of value-addedthe key industries and markets in which Flex does business, the Company offers industry-leading global design andservices, with extensive product design engineering resources that provide design services, tailored to the specific markets and needs of our customers. These services can be delivered by one of two primary business models:
Contract Design Services, where customers purchase engineering and development services on a time and materials basis; or

Joint Development Manufacturing Services, where our engineering and development teams work jointly with our customers' teams to ensure product development, integrity, seamless manufacturing handoffs,systems integration services, and faster timesolutions to market.
Our design and engineering services are provided by our global market-based engineering teams and cover a broad range of technical competencies:
System Architecture, User Interface and Industrial Design. We help our customers design and develop innovative and cost-effective products that address the needs of the user and the market. These services include product definition, analysis and optimization of performance and functional requirements, 2-D sketch level drawings, 3-D mock-ups and proofs of concept, interaction and interface models, detailed hard models, and product packaging.

Mechanical Engineering, Technology, Enclosure Systems, Thermal and Tooling Design. We offer detailed mechanical, structural, and thermal design solutions for enclosures that encompasssatisfy a wide rangearray of plastic, metalcustomer requirements, including:
System architecture;
User interface and other material technologies.industrial design;
Cross-industry technologies;
Hardware design;
Software integration; and
Design for excellence.
Flex has established state-of-the art innovation hubs in the Americas, Asia and Europe, with differentiated offerings and specialized services in emerging technologies from edge AI and connectivity to sensors integration for specific industries and markets. These capabilitiesinnovation hubs offer customers geographically-focused centers of design services, help customers de-risk technologies, develop products from concept to volume production and technologies are increasingly importantgo to our customers' product differentiation goalsmarket in a rapid, cost effective and are increasingly required to be successful in today's competitive marketplace. Additionally, we provide design and development services for prototype and production tooling equipment used in manufacturing.
low risk manner.

Electronic System Design. We provide complete electrical and hardware design for products ranging in size from small handheld consumer devices to large, high-speed, carrier-grade, telecommunications equipment, including embedded microprocessors, memory, digital signal processing design, high-speed digital interfaces, analog circuit design, power management solutions, wired and wireless communication protocols, display imaging, audio/video, and radio frequency systems and antenna design.

Reliability and Failure Analysis. We provide comprehensive design for manufacturing, test, and reliability services leveraging robust, internally-developed tools and databases. These services leverage our core manufacturing competencies to help our customers achieve their time-to-revenue goals.

Component Level Development Engineering. We have developed substantial engineering competencies for product development and lifecycle management of various component technologies, such as power solutions, and printed circuit board and interconnection technologies, both rigid and flexible.
We areFlex is exposed to different orand, in some cases greater, potential liabilities from ourthe various design services we provide than those we typically face in our core assembly and manufacturing services. See "Risk Factors—The success of certain of our activities depends on our ability to protect our intellectual property rights; claims of infringement or misuse of intellectual property infringement claimsand/or breach of license agreement provisions against our customers or us could harm our business.business."
Systems Assembly and Manufacturing.Manufacturing. Our systems assembly and manufacturing operations which generate the majority of our revenues and include printed circuit board assembly and assembly of systems and subsystems that incorporate printed circuit
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boards and complex electromechanical components. We often assemble electronicselectronic products with our proprietary printed circuit boards and custom electronic enclosures on either a build-to-order or configure-to-order basis. In these operations, we employ just-in-time, ship-to-stock and ship-to-line programs, continuous flow manufacturing, demand flow processes, and statistical process controls. As OEMscustomers seek to provide greater functionality in physically smaller products, they increasingly require more sophisticated manufacturing technologies and processes. Our investment in advanced manufacturing equipment and our expertise in innovative miniaturization, packaging and interconnectinterconnective technologies enablesenable us to offer a variety of advancedleading-edge manufacturing solutions. We support a wide range of product demand profiles, from low-volume, high-complexity programs, to high-volume production. Continuous focus on lean manufacturing, and a systematic approach to identifying and eliminating

waste (non-value-added activities) through continuous improvement based on customer demand allows us to increase our efficiency and flexibility to meet dynamic customer requirements. Our systems assembly and manufacturing expertise includes the following:capabilities include enclosures, testing services, and materials procurement and inventory management.
Enclosures.Power Solutions. We offer a comprehensive set of custom electronics enclosures and related products and services. Our services include the design, manufacture and integration of electronics packaging systems, including custom enclosure systems, power and thermal subsystems, interconnect subsystems, cabling, and cases. In addition to standard sheet metal and plastic fabrication services, we assist in the design of electronics packaging systems that protect sensitive electronics and enhance functionality. Our enclosure design services focus on functionality, manufacturability and testing. These services are integrated with our other assembly and manufacturing services to provide our customers with improved overall supply chain management.

Testing Services. We offer computer-aided testing services for assembled printed circuit boards, systems and subsystems. These services significantly improve our ability to deliver high-quality products on a consistent basis. Our test services include management defect analysis, in-circuit testing and functional testing as well as environmental stress tests of board and system assemblies. We also offer design for test, manufacturing, and environmental services to jointly improve customer product design and manufacturing.

Materials Procurement and Inventory Management. Our manufacturing and assembly operations capitalize on our materials inventory management expertise and volume procurement capabilities. As a result, we believe that we are able to achieve highly competitive cost reductions and reduce total manufacturing cycle time for our OEM customers. Materials procurement and management consist of the planning, purchasing, expediting, and warehousing of components and materials used in the manufacturing process. In addition, our strategy includes having third-party suppliers of custom components located in our industrial parks to reduce material and transportation costs, simplify logistics and facilitate inventory management. We also use a sophisticated automated manufacturing resource planning system and enhanced electronic data interchange capabilities to ensure inventory control and optimization. Through our manufacturing resources planning system, we have real-time visibility of material availability and are able to track work in process. We utilize electronic data interchange with our customers and suppliers to implement a variety of supply chain management programs. Electronic data interchange allows customers to share demand and product forecasts, deliver purchase orders and assists suppliers with satisfying just-in-time delivery and supplier-managed inventory requirements. This also enables us to implement vendor-managed inventory solutions to increase flexibility and reduce overall capital allocation in the supply chain. We procure a wide assortment of materials, including electronic components, plastics and metals. There are a number of sources for these materials, including customers for whom we are providing systems assembly and manufacturing services. On some occasions, there have been shortages in certain electronic components, most recently with regard to connectors, capacitors, LCD panels and memory (both DRAM and Flash). However, such shortages have not had a material impact on our operating results for any periods presented. See "Risk Factors—We may be adversely affected by shortages of required electronic components."
Component businesses.    We offer the following components product solutions:
Rigid and Flexible Printed Circuit Board ("PCB") Fabrication. Printed circuit boards are composed of laminated materials that provide the interconnection for integrated circuits, passive and other electronic components and thus are at the heart of almost every electrical system. They are formed out of multi-layered epoxy resin and glass cloth systems with very fine traces, spaces, and plated holes (called vias) which interconnect the different layers into an extremely dense circuit network that carries the electrical signals between components. As semiconductor designs become more complex and signal speeds increase, there is an increasing demand for higher density integration on printed circuit boards, requiring higher layer counts, finer lines and spacings, smaller vias (microvias) and base materials with very low electrical loss characteristics. The manufacturing of these complex multilayer interconnect products often requires the use of sophisticated circuit interconnections between layers, and adherence to strict electrical characteristics to maintain consistent transmission speeds and impedances. The global demand for wireless devices and the complexity of wireless products are driving the demand for more flexible printed circuits. Flexible circuit boards facilitate a reduction in the weight of a finished electronic product and allow the designer to use the third dimension in designing new products or product features. Flexible circuits have become a very attractive design alternative for many new and emerging application spaces such as automotive rear light-emitting diode ("LED") lighting, tablet computers, and miniaturized radio frequency identification tags or smart cards. We are an industry leader in high-density interconnect with Every Layer Inter Connect ("ELIC") technology, which is widely used in smart phone designs, and multilayer constructions which are used in advanced routers and switches, telecom equipment, servers, storage, and flexible printed circuit boards and flexible printed circuit board assemblies. Our PCB business (Multek) manufactures printed circuit boards on a low-volume, quick-turn basis, as well as on a high-volume production basis. We provide quick-turn prototype services that allow us to provide small test quantities to meet the

needs of customers' product development groups in as quickly as 48 hours. Our extensive range of services enables us to respond to our customers' demands for an accelerated transition from prototype to volume production. Multek offers a one-stop solution from design to manufacturing of PCB, flexible circuits and rigid flex circuits and sub-assemblies. We have printed circuit board and flexible circuit fabrication service capabilities in North America and Asia. During fiscal year 2014, we completed the closing of our Multek factories in Germany and Brazil. This drove operational efficiencies, and resulted in an optimization of our system, which will reduce the revenue level required to achieve better margins. Going forward, our PCB capabilities will be centered in Asia and North America.

Power Supplies. We have a full servicefull-service power supply business ("Flex Power") that isprovides a key player in the mobile revolution, withrange of solutions from custom to highly scalable system solutions. We have expertise in high efficiency and high densityhigh-density switching power supplies ranging from 1 to 3,000 watts. Our product portfolio includes chargers for smartphones and tablets, adapters for notebooks and gaming systems, and power supplies for the server, storage, and networking markets. We pride ourselvesThe Flex company, Anord Mardix, offers an extensive product portfolio of critical power solutions including switchgear, busway, power distribution and modular power systems, along with monitoring solutions and services. This portfolio combined with our embedded power, server and storage products, racks and enclosures and full systems assembly capability provides the opportunity for growth in the data center market.
Solar Tracker and Software Solutions. Nextracker is the leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world. Nextracker's products enable solar panels in utility-scale power plants to follow the sun’s movement across the sky and optimize plant performance. By optimizing and increasing energy production and reducing costs, Nextracker's tracker products and software solutions offer significant return on our abilityinvestment (“ROI”). Single axis solar trackers generate up to service25% more energy than projects that use fixed-tilt systems that do not track the needssun. Nextracker has developed an intelligent independent row tracking system with proprietary technology that we believe produces more energy, lowers operating costs, and is easier to deploy compared to other tracker products. Nextracker's tightly-integrated software solutions use advanced algorithms and artificial intelligence technologies to optimize the performance and capabilities of industry leaders in these markets through valuable technology, design expertise, collaborative development,its tracker products.
Global Services and efficient execution. Our products are fully compliant with the environmentalSolutions. By delivering value-added fulfillment, logistics, repair, refurbishment, recycling services and Energy Star requirements that drive efficiency specifications in our industry. Customers who engage with Flex Power gain access to compelling innovations and intellectual property in digital control and smart power.
Logistics.    Ourcircular economy solutions, Flex Global Services business isand Solutions empowers customers to find the optimal route to market, deliver a providerseamless customer experience and build a sustainable, scalable competitive advantage. Our customers are enabled to maximize operational resiliency thanks to the breadth of after-market supply chain logistics services. Our comprehensiveour global scale, strategic insights and extensive visibility. The Company's suite of services is tailored to customers operating in the computing, consumer digital, infrastructure, industrial, mobile, automotive and medical markets. Our expansive global infrastructure includes 27 sites and approximately 11,000 employees strategically located throughout the Americas, Europe, and Asia. By leveraging our operational infrastructure, supply chain network, and IT systems, we are able to offer our customers globally consistent logistics solutions. By linking the flow of information from these supply chains, we create supply chain insight for our customers. We provide multiple logistics solutions including supplier-managed inventory, inbound freight management, product postponement, build/configure to order, order fulfillment and distribution, and supply chain network design.healthcare industries.
Reverse Logistics and Repair Services.Circular Economy Solutions. We offer a suite of integrated reverse logistics, repair and repairrefurbishment solutions that use globally consistent processes, which help increase our customers' brand loyalty by improving turnaround times and raising end-customer satisfaction levels. Our objective is to maximize asset value retentionlevels while significantly reducing the carbon footprint for our customers' products throughout their product life cycle while simultaneously minimizing non-value added repair inventory levels and handling in the supply chain. With our suite of end-to-end solutions, we can effectively manage our customers' reverse logistics requirements, while providing critical feedback to their supply chain constituents, delivering continuous improvement and efficiencies for both existing and next generation products.customers. Our reverse logistics and repair solutions include returns management, exchange programs, complex repair, asset recovery, recycling and e-waste management. We provide repair expertise to multiple product lines such as consumer and midrange products, printers, smart phones, consumer medical devices, notebooks, PC's,notebook personal computers, set-top boxes, game consoles and highly complex infrastructure products. With our service parts
Component Services. We provide manufacturing, customization, procurement, global logistics business, we manage allservices and innovative supply chain solutions on a wide range of electronic components by utilizing the logistics and restocking processes essential to the efficient operation of repair and refurbishment services.
STRATEGY
We build intelligent products for a connected world. We do this by providing our customers with end-to-end product development services, from innovation, design, and engineering, to manufacturing, logistics,Flex global procurement and supply chain solutions. We striveecosystem to help create a smarter, more connected world, enabling simpler, richer lives through technology. Our strategyincrease resiliency.
COMPETITION
The contract manufacturing services market is to enableextremely competitive. Flex competes against numerous domestic and scale innovation forforeign manufacturing service providers, as well as current and prospective customers, who evaluate our customers, maintain our leadershipcapabilities in our corelight of their own capabilities and build extended offeringscost structures.
In recent years, we have seen an increased level of diversification by many companies in high-growth sectors.
Talent.    To maintain our competitivenessthe technology, automotive and world-class capabilities, we focus on hiringhealthcare industries along with the convergence of many industries being transformed by technology advances. Digitization and retainingincreasingly complex products require highly customized solutions, in turn resulting in significant changes to the world's best talent. We empower talented employees to develop globaloverall manufacturing and supply chain solutions that transform industries and companies. We have taken steps to attract the best functional and operational leaders and have accelerated efforts to develop the future leaders of the company.landscape.
Customer-Focus.    We believe that serving aspiring leadersthe principal competitive factors in dynamic industries fosters the developmentcontract manufacturing services market are quality and range of our core skillsservices; design and resultstechnological capabilities; cost; location of sites; sustainability; and responsiveness and flexibility. We believe we are extremely competitive with regard to all of these factors.
We also compete in superior growth and profitability. Our customers come first,the solar industry with Nextracker's specialized tracker solutions and we have a relentless focusbelieve the principal factors that drive competition in this market include established track record of product performance; system energy yield; software
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capabilities; product features; total cost of ownership and return on delivering distinctive products and services in a cost-effective manner with fast time-to-market.
Market Focus.    We apply a rigorous approach to managing our portfolio of opportunities by focusing on companies that are leaders in their industry and value our superior capabilities in design, manufacturing,investment; reliability; customer support; product warranty terms; services; supply chain and aftermarket services. We focus our energylogistics capabilities; and efforts on high-growth markets where we have distinctive competencevendor financial strength and compelling value propositions. Examples include our investments in energy, healthcare, automotive, industrial markets, and a number of enabling components technologies. Our market-focused approach to managing our business increases our customers' competitiveness by

leveraging our deep industry expertise, as well as global scale and sensitivity and rapid response to changes in market dynamics.
Global Operations Capabilities.    We continue to invest in maintaining the leadership of our world-class manufacturing and services capabilities. We constantly push the state of the art in manufacturing technology, process development and operations management.stability. We believe Nextracker is extremely competitive with regard to all of these skills, IP, and assets contribute to our significant competitive advantage. We continue to capitalize on our industrial park concept, where we co-locate our manufacturing, design, and service resources in low-cost regions, to provide a competitive advantage by minimizing logistics, manufacturing costs, and cycle times while increasing flexibility and responsiveness. Our ability to cost effectively manage such a massive worldwide system is itself a major competitive advantage.factors.
Extended Value Propositions.    We continue to extend our distinctiveness in manufacturing into new value propositions that leverage our core capabilities. We opportunistically invest in new capabilities and services to provide our customers with a broader value-added suite of services and solutions to meet their product and market requirements. We continue to develop manufacturing process technologies that reduce cost and improve product performance.
COMPETITIVE STRENGTHS
We continue tocontinuously enhance our business through the development and expansion of our product and service offerings. We strive to maintain the efficiency and flexibility of ourthe organization, with repeatable execution that adapts to macro-economic changes providingto provide clear value to our customers, while increasing their competitiveness. We have a focused strategy on delivering scale, scope and speedvalue to our customers through world-class operations, innovation and design services,manufacturing technology, a trusted supply chain, solutions,a broad array of services, and industry and marketdomain expertise. We provide real-time supply chain applications that enable improved supply chain visibility, allowing customers to better monitor and mitigate risks. We believe the following capabilities further differentiate us from our competitors and enable us to better serve our customers' requirements:
SignificantGlobal Scale and Global Integrated SystemRegional Strength. We believe thatour global scale isand regional capabilities are a significant competitive advantage, as our customers' solutionscustomers increasingly require cost structuresa broad range of manufacturing and capabilities that can only be achieved through sizesupply chain services and solutions globally. Increasingly, customers are exploring transitioning to regional-based supply chains to enhance resiliency, take advantage of time to market and specific customization required to win in those markets. Our global reach.expertise, footprint and diverse supply chain network provide customers with the ability to quickly adjust to changing regional, trade and manufacturing dynamics. We arehave a leadervery balanced global manufacturing footprint with 38% of net sales in global procurement, purchasing approximately $22.6 billion of materials during ourNorth America, 22% in China, 20% in Europe, the Middle East and Africa ("EMEA"), and 20% in other areas for the fiscal year ended March 31, 2016. As2023 (with net sales attributable to the country in which the product is manufactured, or service is provided).
Trusted Resilient Supply Chain. We offer one of the most trusted and resilient global supply chain services through a result, we are able to use our worldwidecombination of digital supply chain capabilities, deep expertise, real time visibility and analytics, and collaborative supplier relationships to achieve advantageous pricing andhelp customers navigate complex, global supply chain flexibility for our OEM customers.chains.
We have established an extensive, integrated network of design, manufacturing and logistics facilities in the world's major consumer electronics and industrial markets to serve the outsourcing needs of both multinational and regional OEMs. Our extensive global network of over 100 facilities in approximately 30 countries with approximately 200,000 employees, helps increase our customers' competitiveness by simplifying their global product development processes while delivering improved product quality with improved performance and accelerated time to market.
End-to-End Solutions.    We offer a comprehensive range of worldwide supply chain services that simplify and improve global product development processes, providing meaningful time and cost savings to our OEM customers. Our broad-based, end-to-end services enable us to cost effectively design, build, ship and service a complete packaged product. We believe that our capabilities help our customers improve product quality, manufacturability and performance, while reducing costs. We have expanded and enhanced our service offering by adding capabilities in 3D printing, automation, innovation labs, real-time supply chain software, plastics, machining, and mobile charging, and by introducing new capabilities in areas such as solar equipment, large format stamping, and chargers.
Long-Standing, Diverse Customer Relationships. We believe that maintaining our long-term relationships with key customers is a critical requirement for maintainingare the result of our market position, growthtrack record of meeting commitments and profitability. We believedelivering value that our ability to maintain and grow these customer relationships results from our history and reputation of creating value for our customers while increasing their ownincreases customers' competitiveness. We achieve this through our market-focused approach, our broadserve a wide range of service offeringscustomers across six reporting units within the FAS and solutions,FRS segments in addition to our Nextracker business. No customer accounts for more than 10% of our annual revenue and our deep industry expertise, which allow us to provide innovative solutions to allthe ten largest accounted for 34% of the manufacturing and related service needs of our customers. We continue to receive numerous service and quality awards that further validate the strength of our customer relationships.
Extensive Design and Engineering Capabilities.    We have an industry-leading global design service offering, with extensive product design engineering resources, that provides design services, product developments, and solutions to satisfy a wide array of customer requirements across all of our key markets. We combine our design and manufacturing services to provide sketch to scaletm customized solutions that include services from design concept, through product industrialization and product development, including the manufacture of components and complete products (such as smart phones), which are then sold by our OEM customers under the OEMs' brand names.

Geographic, Customer and End Market Diversification.Company’s net sales in fiscal year 2023. We believe we have created a well-diversified and balanced company. Our business spans multiple end markets, significantly expanding our total available market. The world is experiencing rapid changes, and macro-economic disruptions have led to demand shifts and realignments. We believe that we are well-positioned through our market diversification to grow faster than the industry average and successfully navigate through difficult economic times. Our broad geographic footprint and experiences with multiple product types and complexity levels create a significantaverage.
Cross-Industry Synergies.One of our competitive advantage. We continually look for new ways to diversify our offering within each market segment.
  Customer and Product Innovation Centers.    We have established state-of-the art innovation centers in the Americas, Asia and Europe, with differentiated offerings and specialized services and focus. Some of these offerings include the most advanced 3D plastic printing, 3D metal printing, surface mount technology (SMT), and X-ray and test equipment to support major industries in bringing innovative products to market rapidly. We also have a reliability and failure analysis lab and an automation applications team. Another key featurestrengths is our focus on confidentialityability to leverage technology from one industry and security as we offer dedicated customer-confidential work spaces that provide increased securityapply it to a different application within another industry. Examples include hyperscale datacenters, electrification and restrictednext generation mobility, human machine interface, and internet of things ("IoT"). These cross-industry synergies give our customers access to protect our OEM customers' intellectual property ("IP") and the confidentiality of new products being launched into the marketplace. These innovation centers offer our customers a geographically-focused version of our sketch to scaletm services, taking their product from concept to volume production and go-to-market in a rapid, cost effective and low risk manner.technology they would not otherwise have.
Industrial Parks; Low-CostCost-Efficient Manufacturing Services.    Services. We have developed self-contained campusesindustrial parks that co-locate our manufacturing and logistics operations with our suppliers at a single, low-cost location.in various cost-efficient locations. These industrial parkssites enhance our supply chain management efficiency, while providing a low-cost, multi-technology solution value for customers.
Innovative and Reliable Tracker Solutions. Nextracker's solar trackers provide high levels of performance and operability and improve over time through software enhancements when coupled with our software solutions. The benefits of Nextracker's solutions include increased energy yield performance, superior constructability, reliability, ease of maintenance, and advanced software and sensor capabilities.
HUMAN CAPITAL MANAGEMENT
Culture underlies our stakeholder experience. Our values are intended to reflect and guide our behaviors and shape our culture. We endeavor for our customers. This approach increases the competitivenessvalues-driven culture to align us as we pursue our purpose, uphold our mission, live our values, advance toward our vision, and activate our strategy.
In support of cultivating an inclusive, high-performing culture with our workforce, we continued to proliferate our Ways of Working, four specific behaviors that bring our values to life through actions, provide a framework for how we make decisions, and support ongoing progress on our Flex Forward strategy. The purpose of these behaviors is to enable us to put our culture into practice and provide an accountability system through training and development as well as performance management systems to ensure our desired behaviors become a part of our customers by reducing logistical barrierseveryday working norms. In 2022, we refreshed our leadership competencies to provide a common language and costs, improving communications, increasing flexibility, lowering transportation costsframework for our people leaders throughout the organization as it relates to leadership expectations, behaviors and reducing turnaround times. skills necessary to lead the business and our people. Building on our vision, mission, values, and Ways of Working, we use this framework to assess, hire, train, and nurture our talent to develop the skills necessary for our ongoing success.
How we live our values defines our culture:
We have strategically established our industrial parks in Brazil, China, Hungary, Israel, Malaysia, Mexico, Poland, Romania,support each other as we strive to find a better way.
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We move fast with discipline and purpose.
We do the Ukraine.right thing always.
We bring our values to life through four behaviors:
1.Respect and value others.
2.Collaborate and share openly.
3.Learn and adapt.
4.Honor commitments.
Our leadership competency framework includes three key elements of leadership to help leaders guide and develop our teams and execute on our strategy:
People: Building and developing our people.
Strategy: Defining and driving our strategy.
Results: Executing and delivering results.
We believe that the performance of our Company is impacted by our human capital management, and as a result we consistently work to attract, select, develop, engage and retain strong, diverse talent. Our policies, philosophy and strategies support the inclusion of all people in our working environment. Further, we are committed to respecting the human rights of our employees and improving their quality of life.
The Company's vision, mission, purpose, and value statements aim to cultivate an inclusive, high-performing culture where employees are empowered and given opportunities to reach their full potential. We are committed to providing a positive and safe workplace for Flex employees, respecting their dignity, creating an inclusive environment, and ensuring access to opportunity. We recognize that we have selected manufacturing operations situated in low-cost regionsan opportunity to promote and support a culture of the worldinclusion and diversity, wellness, and health and safety among our employees. This year, we continued our culture initiative to providecreate common language, expectations and behaviors through rollouts of training on our customers with a wide arrayWays of manufacturing solutionsWorking to all sites globally. We supported our leaders globally through quarterly training and low manufacturing costs.team discussions to continue to build an understanding of not only our Ways of Working but also important new leadership expectations and inclusion practices.
Employees. As of March 31, 2016,2023, our global workforce totaled approximately 76%172,000 employees including our contractor workforce. In certain international locations, our employees are represented by labor unions and by work councils.
Region:Number of Employees
Americas69,755
Asia68,454
Europe33,899
Total172,108
Well-being, Health, and Safety. Flex is committed to providing a safe and injury-free workplace. We provide programs and tools to improve physical, mental, financial, and social well-being. Our programs give access to a variety of innovative, flexible, and convenient health and wellness programs for our global employees, including on-site health centers in some of our manufacturing capacity was locatedmajor factories and providing 100% of employees access to emotional and mental health programs.
We promote a “zero-injury” culture through health and safety management systems, some of which are certified ISO 45001:2018, that implement a data-driven and risk-based approach in low-cost locations,monitoring and reporting performance regularly. Some of the specific goals for which we measure our performance include increasing employee development, social and environmental management system audits, human rights policy training completion, Responsible Business Alliance ("RBA") compliance for rest day requirements and decreasing safety incident rates.
In response to the remaining effects of the COVID-19 pandemic, we continued our contingency and resiliency plans that are encompassed in our business continuity programs. We continued to enhance health and safety measures across all facilities, as our foremost focus remains the health and safety of our employees. We continuously monitored site risks and calibrated practices and protocols accordingly such as Brazil, China, Hungary, India, Malaysia, Mexico, Poland, Romania,personal protective equipment, sanitization measures, temperature checks, and
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social distancing. These measures enabled us to continue to conduct operations throughout the pandemic and have been recognized by several governments as a role model for employee safety.
Diversity, Equity and Inclusion. Diversity, equity and inclusion are key priorities and strengths at Flex and are embedded in the fabric of our culture. Our commitment to diversity is exemplified by the composition of our Board of which three of eleven directors are female and three of eleven directors are ethnically diverse.
In 2022, we continued our progress on improving diversity, equity and inclusion through employee programs. Our employee resources groups ("ERGs") work to create a community that fosters belonging, builds cultural awareness, and develops a new generation of diverse leaders at Flex by establishing a sustainable structure with executive support that challenges bias and promotes unity. With over 15,000 members, the Company maintains ERG chapters worldwide across seven identities: Asian and Pacific Islander, Black, LatinX, LGBTQ+, People with Disabilities, Women, and Veterans. As of March 2023, our Women in Flex and Women in Tech ERGs merged to form EmpowHER, an ERG focused on developing and retaining women talent. Our ERGs help to create a sense of community, and support retention and attraction. Each ERG has an executive sponsor and is supported by senior leaders across the Company. The Company also held cultural awareness activities throughout the year to highlight specific groups including People with DiversAbilities Awareness Weeks, Black History Month, Asian Pacific Heritage Month, PRIDE Month, LatinX Heritage Month, and Women’s History Month.
In partnership with McKinsey, we continued to offer leadership development opportunities through their Management Accelerator and Executive Leadership Program to 45 Asian, 42 Black and 37 LatinX employees. We also continued SheLeads, our global leadership development program for women employees, offered leadership coaching and mentoring to over 100 gender and ethnically diverse leaders, and continued to implement on-demand inclusion training offerings. We also provided self-service tools and training on diversity, equity, and inclusion practices to help employees build self-awareness, empathy and cultural competency, embrace inclusivity and improve diversity in recruiting. Furthermore, we leveraged external community partnerships with organizations such as Catalyst, the Business Roundtable, the National Society of Black Engineers (“NSBE”) and Women in Electronics to amplify our impact in recruiting and retaining diverse talent.
As of March 31, 2023, women represent 44% of our global employees, and underrepresented minorities (those who identify as Black/African American, Hispanic/Latinx, Native American, Asian and Pacific Islander and/or two or more races) represent 49% of our U.S. employees. Approximately 20% of our executive team and approximately 22% of our leadership team (director level and above) are female. Approximately 22% of our executive team and approximately 32% of our U.S. leadership team (director level and above) are comprised of underrepresented minorities.
We continued efforts in support of our corporate goals to increase the number of employees and leaders from underrepresented groups and are focused on evolving strategies and programs to help improve representation and better hire, retain and promote diversity across the organization. Additionally, we remain committed to parity in pay and opportunity.
Talent Attraction, Development, and Retention. Talent attraction, development, and retention are critical to our success and core to our mission as a company. To support the advancement of our employees, we provide training and development programs and opportunities encouraging advancement from within as well as continue to fill our team with strong and experienced external talent. We leverage both formal and informal programs, including in-person, virtual, social and self-directed learning, mentoring, coaching, and external development to identify, foster, and retain top talent. Employees have access to courses through our learning and development platform, Flex Learn. In 2022, our employees completed more than five million hours of training programs.
We are also focused on completing talent and performance reviews. Our in-depth talent reviews serve to identify high potential talent to advance in roles with greater responsibility, assess learning and development needs, and establish and refresh succession plans for critical leadership roles across the enterprise. In calendar year 2022, we updated our performance ratings to allow for more differentiation and clear performance feedback and also integrated our values and Ways of Working into our performance assessment process. Our performance review process promotes transparent communication of team member performance, which we believe is a key factor in our success. The performance and the Ukraine.talent reviews enable ongoing assessments, reviews, and mentoring to identify career development and learning opportunities for our employees.
As a part of our efforts to improve employee experiences at Flex, we conduct the annual enterprise-wide employee engagement Flex Voice survey. Our leadership uses the results of the survey to continue developing our strengths and identify and take action on opportunities for improvement. This year 88% of employees completed the Flex Voice survey and the results reflected increased enthusiasm and engagement.
Compensation and Benefits. Our total rewards are designed to attract, motivate and retain employees. Our compensation philosophy is driven by the desire to attract and retain top talent, while ensuring that compensation aligns with our corporate financial objectives and the long-term interests of our shareholders. Our pay structures offer competitive salaries, bonuses, and equity awards in the countries where we operate.
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In each of the countries where we have operations, our comprehensive benefit plans offer a locally competitive mix of some or all of the following: medical, dental and vision insurance, short and long-term disability, flexible spending accounts, various types of voluntary coverage, and other benefit programs. We believeroutinely benchmark our salaries and benefits against market peers to ensure our total rewards package remains competitive.
Board Oversight of Human Capital Management. The Compensation and People Committee of our Board of Directors is responsible for assisting the Board in oversight of our human capital management, including among other aspects, receiving periodic updates (not less than twice annually) regarding, and overseeing any significant change to our human capital management strategy including, corporate culture, diversity and inclusion, pay and opportunity equity, social initiatives and results, talent attraction training, development and retention programs.
Additional Human Capital Management Information. Additional information regarding human capital management will be included in our proxy statement filed in connection with our 2023 Annual General Meeting and our upcoming sustainability report. The information in the sustainability report is not a part of this Annual Report on Form 10-K and is not incorporated by reference.
SUSTAINABILITY
At Flex, our sustainability journey began in 2002 with the creation of the Flex Foundation. For 20 years, sustainability has been integrated into the fabric of our company, a key area of differentiation for Flex. In 2021, we refreshed our sustainability strategy with a new framework and joined the Science Based Targets initiative, a global movement comprised of leading companies working to reach the Paris Agreement’s goal of limiting global temperature rise to 1.5°C above preindustrial levels. Our sustainability framework is centered on the world, our people and our approach to business practices. Through our 2030 goals, we are committed to reducing our environmental impact, advancing a global industry leadersafe, inclusive and respectful work environment for our employees, investing in low-cost production capabilities.
CUSTOMERS
Our customers include many of the world's leading technology companies. We have focused on establishing long-term relationshipsour communities, partnering with our customers and have been successfulsuppliers to help mitigate value chain emissions, and driving ESG-focused practices with transparency. In 2022, we announced our commitment to reach net zero greenhouse gas (GHG) emissions by 2040, strengthening our climate action efforts.
Our strategy and global efforts, through our sustainability programs and multi-year objectives, are aligned with the principles set forth in expanding our relationships to incorporate additional product lines and services. In fiscal year 2016, our ten largest customers accounted for approximately 46% of net sales. Only Lenovo/Motorola, a customer in our CTG segment, accounted for greater than 10%the 2030 Sustainable Development Goals ("SDGs"). For the last three years, we were named an Advanced member of the Company's net salesUnited Nations Global Compact ("UNGC"), the world's largest corporate sustainability initiative, showcasing our commitment to integrate sustainability throughout our company and across our entire supply chain. Our 2030 sustainability strategy includes our most ambitious goals to date and spans several environmental, social, and governance pillars. Several goals of note include cutting operational emissions in fiscal year 2016.

The following table lists in alphabetical order a sample of our largesthalf, collaborating with customers in fiscal year 2016 and suppliers to reduce value chain emissions, increasing gender representation at the end products of those customers for which we provide design, manufacturing and/or after-market services:
CustomerEnd Products
AppleDesktop computing, power chargers, and after-marketdirector-level and above, providing access to mental health and well-being services for notebooks, tablets, and smart-phones
CiscoCore routers and switches, data center, wireless and enterprise telecommunications infrastructure equipment
EricssonRadio base stations for Long Term Evolution and GSM infrastructure, and optical communications equipment
Fitbit IncWearable electronics, digital health devices
Ford Motor CompanyIn-car connectivity, Lighting Products, Solenoids and Motion Control Electronics
Hewlett-PackardPrinters, storage devices, and services for computing devices
Huawei TechnologiesWireless and enterprise telecommunications infrastructure, smartphones, and optical communications equipment
Lenovo/Motorola*Mobile communication devices, wearables and connected living devices
MicrosoftGaming, computer peripherals, and other consumer electronics devices
Nokia/Alcatel-Lucent**Business telecommunications systems, core routers and switches, and optical communications equipment

*Lenovo/Motorola includes net sales from its former parent, Google, up to the point in time when Motorola Mobility was acquired by Lenovo and including net sales from Lenovo thereafter.
**Nokia/Alcatel-Lucent includes net sales from its parent Nokia beginning with the fourth quarter of fiscal year 2016, as Nokia's acquisition of Alcatel-Lucent was closed during January 2016.

BACKLOG
Although we obtain firm purchase orders from our customers, OEM customers typically do not make firm orders for delivery of products more than 30 to 90 days in advance. In addition, OEM customers may reschedule or cancel firm orders depending on contractual arrangements. Therefore, we do not believe that the backlog of expected product sales covered by firm purchase orders is a meaningful measure of future sales.
COMPETITION
Our market is extremely competitive and includes many companies, several of which have achieved substantial market share. We compete against numerous domestic and foreign manufacturing service providers, as well as our current and prospective customers, who evaluate our capabilities in light of their own capabilities and cost structures. We face particular competition from Asian-based competitors, including Taiwanese Original Design Manufacturing ("ODM") suppliers who compete in a variety of our end markets and have a substantial share of global information technology hardware production.
We compete with different companies depending on the type of service we are providing or the geographic area in which an activity takes place. We believe that the principal competitive factors in the manufacturing services market are quality and range of services, design and technological capabilities; cost; location of facilities; responsiveness and flexibility. We believe we are extremely competitive with regard to all of these factors.
SOCIAL RESPONSIBILITY
Our Corporateemployees, and maintaining top quartile performance for governance and transparency. The Flex Social and Environmental Responsibility ("CSER") management system has several elements, including environmental, health and safety compliance, labor and human rights, ethics, governance, and community engagement. Flex's CSER framework is based upon the principles, policies, and standards prescribed by the Electronics Industry Citizenship Coalition ("EICC"),RBA, a worldwide association of electronics companies committed to promoting an industry code of conduct for global electronics supply chains to improve working and environmental, health and safety conditions, as well as other relevant international standards (e.g., ISO 14001)14001, United Nations Guiding Principles on Business and Human Rights).
During calendar year 2022, we received several awards and accolades for our sustainability program and efforts including Manufacturing Leadership Awards and Business Intelligence Group's Sustainability Initiative of the Year. In addition, we received Cisco's Excellence in Sustainability Award for distinguishing ourselves as visionaries and collaborators in the social and environmental space.
Through the Flex Foundation, we work with nonprofits, community leaders and governments to promote inclusive and sustainable economic growth, employment, and decent work for all. We help protect the environment, support resource conservation and provide disaster relief. We accomplish this through grants, corporate and employee donations, and volunteerism. In calendar year 2022, the Flex Foundation partnered with several organizations, including the American Red Cross, Amity Foundation, and the Hispanic Foundation of Silicon Valley, among others, and provided nearly $771 thousand in grant support to 38 local projects in 16 countries, four regional projects to support well-known organizations, including Give2Asia and Save the Children, and several NGOs that support minorities and the environment, globally.
Flex is a founding member ofcommitted to transparency in sustainability reporting. The Company has adhered to the EICC. Social responsibility isGlobal Reporting Initiative since 2013 and has published an annual sustainability report each year since 2016. In 2022, we maintained our AA rating from Morgan Stanley Capital International ("MSCI"), and strong marks from CDP (formally known as Carbon Disclosure Project) for water security and climate change, receiving an A and A- respectively. The Company also an area of increasing regulation, with specific regulations such asaligned its sustainability report to the California Transparency in Supply Chains Act, the U.S. Federal Acquisition Regulation on Human Trafficking and the U.K. Modern Slavery Act of 2015, all creating new compliance and disclosure obligations forSustainability Accounting Standards Board framework. In addition, the Company produced its first Task force on Climate-related Financial Disclosures (TCFD) report in 2022.
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More detailed information can be found in the Flex annual sustainability report located at https://flex.com/company/our-sustainability. The information in the sustainability report and foron our customers. We operatesustainability webpage is not a number of programs, including compliance audits,

data collection, training and leadership programs that focus upon driving continuous improvements in social, ethical, and environmental performance throughout all of our global operating units, all in accordance with our Code of Business Conduct and Ethics. Being a good corporate citizen does not mean we should merely conform to standards. We go beyond required responsibilities by offering a wide range of programs and initiatives to engage both our internal and external communities. At the heartpart of this endeavor lies our pragmatic goal of positively influencing the lives of people in the communities in which we operate. We intend to continue investing in these global communities through grant-making, financial contributions, volunteer work, direct engagementAnnual Report on Form 10-K and donation of resources.is not incorporated by reference.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), Section 1502, introduced reporting requirements related to the verification of whether we are directly (or indirectly through suppliers of materials) purchasing the following minerals: columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives; or any other mineral or its derivatives as determined by the Secretary of State associated with financing conflicts in the Democratic Republic of the Congo or an adjoining country. We are working directly with suppliers, industry groups, and customers to comply with the due diligence reporting requirements necessary to comply with this law. See "Risk Factors—Compliance with government regulations regarding the use of 'conflict minerals' may result in increased costs and risks to us." We have filed Conflict Minerals reports with the Securities and Exchange Commission (SEC) in accordance with the Dodd-Frank Act.


ENVIRONMENTAL REGULATIONRISKS AND CLIMATE CHANGE
Our operations, including past and present business operations as well as past and present ownership of real property, are regulated under varioussubject to extensive and changing federal, state, local and international environmental, health and safety laws governingand regulations, concerning, among other things, the environment, including laws governinghealth and safety of our employees, the generation, use, storage, transportation, discharge and disposal of certain materials (including chemicals and hazardous materials) used in or derived from our operations, emissions or discharge of substances including pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanupinvestigation and remediation of contaminated sites. We have implemented processes and procedures aimed to ensure that our operations are in compliancecomply with all applicable environmental regulations.
We also comply with an increasing number of regulations concerning product safety and stewardship, packaging and labeling as well as product environmental compliance regulations focused on the restriction of certain hazardous substances, including:
Restrictions on Hazardous Substances (“RoHS”) 2011/65/EU
Waste Electrical and Electronic Equipment (“WEEE”) 2012/19/EU directives
The regulation EC 1907/2006 EU Directive REACH (“Registration, Evaluation, Authorization, and Restriction of Chemicals”)
China's RoHS entitled, Management Methods Caused by Controlling Pollution for Electronic Information Products (“EIPs”)
Moreover, climate change and other ESG-related laws, regulations, treaties, and similar initiatives and programs are being adopted and implemented throughout the world, many of which we will be required to comply with. As described above, we are committed to maintaining compliance with ESG-related laws applicable to our operations, products, and services.
We do not believe that costs of compliance with these environmental laws and regulations will have a material adverse effect on our capital expenditures, operating results, or competitive position. In addition, we are responsible for cleanup of contamination at some of our current and former manufacturing facilities and at some third-party sites. We engage environmental consulting firms to assist us in the evaluation of environmental liabilities associated with our ongoing operations, historical disposal activities, and closed sites in order to establish appropriate accruals in our financial statements. We determine the amount of our accruals for environmental matters by analyzing and estimating the probability of occurrence and the reasonable possibility of incurring costs in light of information currently available.
Compliance with environmental laws and regulations, including those concerning climate change and other ESG-related matters, requires continuing management efforts by the Company. The imposition of more stringent standards or requirements under environmentalthese laws or regulations, the results of future testing and analysis undertaken by us at our operating facilities, or a determination that we are potentially responsible for the release of hazardous substances at other sites could result in expenditures in excess of amounts currently estimated to be required for such matters. Additionally, we could be required to alter our operations in order to comply with any new standards or requirements under environmental laws or regulations. There can be no assurance that additional environmental matters will not arise in the future or that costs will not be incurred with respect to sites as to which no issue is currently known.
We are also required to comply with an increasing number of product environmental compliance regulations focused upon the restriction of certain hazardous substances. For example, the electronics industry is subject to the European Union's ("EU") Restrictions on Hazardous Substances ("RoHS") 2011/65/EU, Waste Electrical and Electronic Equipment ("WEEE") 2012/19/EU directives, the regulation EC 1907/2006 EU Directive REACH ("Registration, Evaluation, Authorization, and Restriction of Chemicals"), and China RoHS entitled, Management Methods for Controlling Pollution for Electronic Information Products ("EIPs"). Similar legislation has been or may be enacted in other jurisdictions, including the United States. Our business requires close collaboration with our customers and suppliers to mitigate risks of non-compliance.non-compliance with these laws and regulations. We have developed rigorous compliance programs designed to meet the needs and specifications of our customers as well as theapplicable regulations. These programs vary from collecting compliance or material data from our Flex controlled or managed suppliers to full laboratory testing, and wetesting. We include compliance requirements in our standard supplier contracts. Non-compliance could potentially result in significant costs and/or penalties.
RoHS and other similar legislation bansban or restrictsrestrict the use of lead, mercury and certain other specified substances in electronics products and WEEE requires EUEuropean Union ("EU") importers and/or producers to assume responsibility for the collection, recycling and management of waste electronic products and components. In the case of WEEE, although the compliance responsibility rests primarily with the EU importers and/or producers rather than with EMSelectronic manufacturing services ("EMS") companies, OEMsoriginal equipment manufacturers ("OEM") may turn to EMS companies for assistance in meeting their WEEE obligations. Flex continues to monitor developments related to product environmental compliance and is working with our customers and other technical organizations to anticipate and minimize any impacts to our operations.

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EMPLOYEES
AsRefer to the discussion in "Risk Factors" for further details of March 31, 2016, our global workforce totaled approximately 200,000 employees. In certain international locations, our employees are represented by labor unionsthe legal and by work councils. We have never experienced a significant work stoppage or strike, and we believeregulatory initiatives related to environmental matters including climate change that our employee relations are good.
Our success depends to a large extent upon the continued services of key managerial and technical employees. The loss of such personnel could seriously harmadversely affect our business, results of operations and business prospects. To date, we have not experienced significant difficulties in attracting or retaining such personnel.financial condition.
INTELLECTUAL PROPERTY
We own or license various United States and foreign patents relating to a variety of technologies. For certain of our proprietary processes, inventions, and works of authorship, we rely on trade secret or copyright protection. We also have registeredmaintain trademark rights (including registrations) for our corporate name and several other trademarks and service marks that we use in our business in the United States and other countries throughout the world. We have implemented appropriate policies and procedures (including both technological means and training programs for our employees) to identify and protect our intellectual property, as well as that of our customers and suppliers. As of March 31, 20162023, and 2015,2022, the carrying value of our intellectual property was not material.
Although we believe that our intellectual property assets and licenses are sufficient for the operation of our business as we currently conduct it, from time to time third parties do assert patent infringement claims against us or our customers. In addition, we provide design and engineering services to our customers and also design and make our own products. As a consequence of these activities, our customers are sometimes requiring us to take responsibility for intellectual property to a greater extent than in our manufacturing and assembly businesses. If and when third parties make assertions regarding the ownership or right to use intellectual property, we could be required to either enter into licensing arrangements or to resolve the issue through litigation. Such license rights might not be available to us on commercially acceptable terms, if at all, and any such litigation might not be resolved in our favor. Additionally, litigation could be lengthy and costly and could materially harm our financial condition regardless of the outcome. We also could be required to incur substantial costs to redesign a product or re-perform design services. See "Risk Factors - The success of certain of our activities depends on our ability to protect our intellectual property rights; claims of infringement or misuse of intellectual property and/or breach of license agreement provisions against our customers or us could harm our business."
FINANCIAL INFORMATION ABOUT SEGMENTS AND GEOGRAPHIC AREAS
Refer to note 19 to our consolidated financial statements included under Item 8 for financial information about our business segments and geographic areas.
ADDITIONAL INFORMATION
Our Internet address is http:https://www.flextronics.com.www.flex.com. We make available, free of charge, through our Internet website the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.Commission (“SEC”). Information contained on or connected to our website is not incorporated by reference into, and does not form a part of, this Annual Report on Form 10-K or any of our other filings with the SEC.
We were incorporated in the Republic of Singapore in May 1990. Our principal corporate office is located at 2 Changi South Lane, Singapore 486123. Our U.S. corporate headquarters is located at 6201 America Center Drive, San Jose, CA, 95002.12455 Research Boulevard, Austin, TX 78759.
ITEM 1A.    RISK FACTORS
Summary of Risk Factors
These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include but are not limited to:
Weak global economic conditions, including inflationary pressures, currency volatility, slower growth or recession, higher interest rates, geopolitical uncertainty (including the ongoing conflict between Russia and Ukraine) and instability in financial markets may adversely affect our business, results of operations, financial condition, and access to capital markets.
We depend on industries that continually produce technologically advanced products with short product life cycleslifecycles and our business would be adversely affected if our customers' products are not successful or if our customers lose market share.
We derive our revenues from customers in the following business groups:
HRS, which is comprised of our medical business including consumer health, digital health, disposables, drug delivery, diagnostics, life sciences, and imaging equipment; our automotive business, including vehicle electronics, connectivity, and clean technologies; and our defense and aerospace businesses, focused on commercial aviation, defense, and military;

CTG, which includes our mobile devices business, including smart phones; our consumer electronics business, including connected living, wearable electronics including digital sport, game consoles, and connectivity devices; and our high-volume computing business, including various supply chain solutions for notebook personal computers ("PC"), tablets, and printers; in addition, our CTG group is expanding its business relationships to include supply chain optimization for non-electronics products such as shoes and clothing;


IEI, which is comprised of semiconductor and capital equipment, office solutions, household, industrial, and lifestyle, industrial automation and kiosks, energy and metering, and lighting; and

CEC, formerly referred to as INS, which includes radio access base stations, remote radio heads, and small cells for wireless infrastructure; optical, routing, broadcasting, and switching products for the data and video networks; server and storage platforms for both enterprise and cloud based deployments; next generation storage and security appliance products; and rack level solutions, converged infrastructure, and software defined product solutions.
Factors affecting any of these industries in general or our customers in particular, could adversely impact us. These factors include:
rapid changes in technology, evolving industry standards, and requirements for continuous improvement in products and services that result in short product life cycles;

demand for our customers' products may be seasonal;

our customers may fail to successfully market their products, and our customers' products may fail to gain widespread commercial acceptance;

our customers' products may have supply chain issues;

our customers may experience dramatic market share shifts in demand which may cause them to lose market share or exit businesses; and

there may be recessionary periods in our customers' markets, such as the recent global economic downturn.

Our customers may cancel their orders, change production quantities or locations, or delay production, and our current and potential customers may decide to manufacture some or all of their products internally, which could harm our business.
Our industry is extremely competitive; if we are not able to continue to provide competitive products and services, we may lose business.
A significant percentage of our sales comes from a small number of customers and a decline in sales to any of these customers could adversely affect our business.
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We have been and continue to be adversely affected by supply chain issues, including shortages of required electronic components, fluctuations in the pricing or availability of raw materials, and logistical constraints.
We conduct operations in a number of countries and are subject to the risks inherent in international operations.
Our components business is dependent on our ability to quickly launch world-class component products, and our investment in the development of our component capabilities, together with the start-up and integration costs necessary to achieve quick launches of world-class component products, has in the past, and may in the future, adversely affect our margins and profitability.
Our exposure to financially troubled customers or suppliers may adversely affect our financial results.
Our margins and profitability have in the past been, and may in the future be, adversely affected due to substantial investments, start-up and production ramp costs in our design services.
If we do not effectively manage changes in our operations, our business may be harmed; we have taken substantial restructuring charges in the past and we may need to take material restructuring charges in the future.
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.
We are subject to the risk of increased income taxes.
We are subject to risks relating to litigation and regulatory investigations and proceedings, which may have a material adverse effect on our business.
We are subject to risks associated with changes in laws, regulations or policies that may adversely impact our business, including environmental protection laws and regulations, including those related to climate change.
Our strategic relationships with major customers create risks.
We may not achieve some or all of the intended or anticipated benefits of Nextracker being a separate, publicly-traded company, which could negatively impact our business, financial condition and results of operations.
The success of certain of our activities depends on our ability to protect our intellectual property rights; claims of infringement or misuse of intellectual property and/or breach of license agreement provisions against our customers or us could harm our business.
We may not meet regulatory quality standards applicable to our manufacturing and quality processes for medical devices, which could have an adverse effect on our business, financial condition or results of operations.
We are subject to physical and operational risks from natural disasters, severe weather events, and climate change.
If our products or components contain defects, demand for our services may decline, our reputation may be damaged, and we may be exposed to product liability and product warranty liability.
The COVID-19 pandemic has had, and may in the future again have, a material adverse effect on our business, results of operations and financial condition.
Business and Operational Risks
Our customers may cancel their orders, change production quantities or locations, or delay production, any of which could harm our business; the short-term nature of our customers’ commitments and rapid changes in demand have in the past caused, and may in the future, cause supply chain and other issues which could adversely affect our operating results.
Cancellations, reductions, or delays by a significant customer or by a group of customers have harmed, and may in the future harm, our results of operations by reducing the volumes of products we manufacture and deliver for thesethose customers, by causing a delay in the repayment of our expenditures for inventory in preparation for customer orders and/or our possession of excess or obsolete inventory that we may not be able to sell to customers or third parties which may result in an impairment loss for inventory, and by lowering our asset utilization and overhead absorption resulting in lower gross margins. Additionally, currentmargins and prospective customers continuously evaluate our capabilities against other providers as well as against the merits of manufacturing products themselves. Our business would be adversely affected if OEMs decide to perform these functions internally or transfer their business to another provider. In addition, we face competition from the manufacturing operations of some of our current and potential customers, who are continually evaluating the merits of manufacturing products internally against the advantages of outsourcing. In the past, some of our customers moved a portion of their manufacturing from us in order to more fully utilize their excess internal manufacturing capacity. Any of these developments could cause a decline in our sales, loss of market acceptance of our products or services, decreases of our profits or loss of our market share.earnings.
As a provider of design and manufacturing services and components for electronics, we must provide increasingly rapid product turnaround timetimes for our customers. We generally do not obtain firm, long-term purchase commitments from our customers, and we often experience reduced lead times in customer orders which may be less than the lead time we require to procure necessary components and materials.
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Many factors outside of our control impact our customers and their ordering behavior, including recession in end markets, changing technology and industry standards, commercial acceptance for products, product obsolescence, and loss of business. The short-term nature of our customers' commitments and the rapid changes in demand for their products reduces our ability to accurately estimate the future requirements of our customers. This makes it difficult to schedule production and maximize utilization of our manufacturing capacity. In that regard, we must make significant decisions, including determining the levels of business that we will seek and accept, setting production schedules and locations, making component procurement commitments, and allocating personnel and other resources based on our estimates of our customers' requirements. We cannot assure you that present or future customers will not significantly change, reduce, cancel or delay their orders.
On occasion, customers require rapid increases in production or require that manufacturing of their products be transitioned from one facility to another to reduce costs or achieve other objectives. These demands may stress our resources, can cause supply chain management issues, and reduce our margins. We may not have sufficient capacity at any given time to meet our customers' demands, and transfers from one facility to another can result in inefficiencies and costs due to excess capacity in one facility and corresponding capacity constraints at another. 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 operating results in the past and we may experience such effects in the future.

Our industry is extremely competitive; if we are not able to continue to provide competitive services, we may lose business.
We compete with a number of different companies, depending on the type of service we provide or the location of our operations. For example, we compete with major global EMS providers, other smaller EMS companies that have a regional or product-specific focus and ODMs with respect to some of the services that we provide. We also compete with our current and prospective customers, who evaluate our capabilities in light of their own capabilities and cost structures. 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. We face particular competition from Asian-based competitors, including Taiwanese ODM suppliers who compete in a variety of our end markets and have a substantial share of global information technology hardware production. If we are unable to provide comparable manufacturing services and improved products at lower cost than the other companies in our market, our net sales could decline.
A significant percentage of our sales come from a small number of customers and a decline in sales to any of these customers could adversely affect our business.
Sales to our ten largest customers represent a significant percentage of our net sales. Our ten largest customers accounted for approximately 46%34%, 50%34% and 52%36% of net sales in fiscal years 2016, 20152023, 2022 and 2014,2021, respectively. Only Lenovo/Motorola (including net sales from its former parent, Google, up to the point in time when Motorola Mobility was acquired by Lenovo and including net sales from Lenovo thereafter), which is reflected in our CTG segment,No customer accounted for more than 10% of net sales in fiscal year 2016, 20152023, 2022 and 2014.2021. Our principal customers have varied from year to year. These customers may experience dramatic declines in their market shares or competitive position, due to economic or other forces, that may cause them to reduce their purchases from us or, in some cases, result in the termination of their relationship with us. Significant reductions in sales to any of these customers, or the loss of major customers, would materially harm our business. If we are not able to timely replace expired, canceled or reduced contracts with new business in a timely manner, our revenues and profitability could be harmed. Additionally, mergers, acquisitions, consolidations or other significant transactions involving our key customers generally entail risks to our business. If a significant transaction involving any of our key customers results in the loss of or reduction in purchases by any of our largest customers, it could have a material adverse effect on our business, results of operations, financial condition and prospects.
Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, have in the past affected, and may in the future, affect our ability to meet customer demand, lead to higher costs, or result in excess or obsolete inventory. We have been and continue to be adversely affected by supply chain issues, including shortages of required electronic components.
From time to time, we have experienced shortages of some of the components, including electronic components, that we use. These shortages can result from strong demand for those components or from problems experienced by suppliers, such as shortages of raw materials. We have also experienced, and continue to experience, such shortages due to the effects of the COVID-19 pandemic. Most recently, we have experienced shortages of semiconductor components which have impacted our business. These component shortages have and will continue to result in curtailed production or delays in production, which prevent us from making scheduled shipments to customers. Inflationary pressures have increased and may continue to increase pricing of components. Our failure or inability to accurately forecast demand and volatility in the availability of materials, equipment, components, and services, including rising prices due to inflation or scarcity of availability, have in the past adversely impacted, and may in the future, adversely impact our business and results of operations.
Our inability to make scheduled shipments has caused and will continue to cause us to experience a reduction in sales, increase in inventory levels and costs, and could adversely affect relationships with existing and prospective customers. Component shortages have in the past, and may in the future also increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products to accommodate substitute components. As a result, component shortages have adversely affected, and will continue to adversely affect, our operating results. Our customers also may experience component shortages which may adversely affect customer demand for our products and services. Our end markets have been and continue to be impacted by logistical constraints, as well as driver shortages and increased freight and logistics costs around the world.
In addition, if a component shortage is threatened or anticipated, we may purchase such components early to avoid a delay or interruption in our operations. Purchasing components early has in the past caused, and may in the future, cause us to incur additional inventory carrying costs and cause us to experience inventory obsolescence, both of which may not be recoverable from our customers and adversely affect our gross profit margins and results of operations.
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Our supply chain has been and may continue to be impacted by the COVID-19 pandemic, and may be impacted by other events outside our control, including macro-economic events, trade restrictions, political crises, social unrest, terrorism, and conflicts (including the Russian invasion of Ukraine), other public health emergencies, or natural or environmental occurrences in locations where we or our customers and suppliers have manufacturing, research, engineering and other operations.
Our business has in the past been, and may in the future be, adversely affected by delays and increased costs resulting from issues that our common carriers deal with in transporting our materials, our products, or both.
Given the complexity of our supply chain and our geographically dispersed operations, we depend on a variety of common carriers to transport our materials from our suppliers to us, and to transport our products from us to our customers. Problems suffered by any of these common carriers, whether due to geopolitical issues, the COVID-19 pandemic, a natural disaster, labor problems, increased energy prices, criminal activity or some other issue, have in the past resulted, and may in the future result in shipping delays, increased costs, or other supply chain disruptions, and therefore have in the past had, and may in the future have. a material adverse effect on our operations. The effects of climate change, including extreme weather events, long-term changes in temperature levels and water availability may exacerbate these risks.
Our components business is dependent on our ability to quickly launch world-class componentscomponent products, and our investment in the development of our component capabilities, together with the start-up and integration costs, necessary to achieve quick launches of world-class components products,has in the past adversely affected, and may in the future adversely affect, our margins and profitability.
Our components business, which includes rigid and flexible printed circuit board fabrication, and power supply manufacturing, is part of our strategy to improve our competitive position and to grow our future margins, profitability and shareholder returns by expanding our capabilities. The success of our components business is dependent on our ability to design and introduce world- classworld-class components that have performance characteristics which are suitable for a broad market and that offer significant price and/or performance advantages over competitive products.
To create these world class components offerings, we must continue to make substantial investments in the development of our components capabilities, in resources such as research and development, technology licensing, test and tooling equipment, facility expansions, and personnel requirements. We may not be able to achieve or maintain market acceptance for any of our components offerings in any of our current or target markets. The success of our components business will also depend upon the level of market acceptance of our customers' end products, which incorporate our components, and over which we have no control.
In addition, OEMs often require unique configurations or custom designs, which must be developedOur margins and integrated in the OEM's product well before the OEM launches the product. Thus, there is often substantial lead-time between the commencement of design efforts for a customized component and the commencement of volume shipments of the component to the OEM. As a result, we may make substantial investments in the development and customization of products for our customers, and no revenue may be generated from these efforts if our customers do not accept the customized component. Even if our customers accept the customized component, if our customers do not purchase anticipated levels of products, we may not realize any profits.
Our achievement of anticipated levels of profitability in our components business is also dependent on our ability to achieve efficiencies in our manufacturing as well as to manufacture components in commercial quantities to the performance specifications demanded by our OEM customers. As a result of these and other risks, we have been, and in the future may be, unable to achieve anticipated levels of profitability in our components business.
Our exposure to financially troubled customers or suppliers may adversely affect our financial results.
We provide manufacturing services to companies and industries that have in the past been, and may in the future experience financial difficulty. If some of our customers experience financial difficulty, we could have difficulty recovering amounts owed to us from these customers, or demand for our products from these customers could decline. Additionally, if our suppliers experience financial difficulty we could have difficulty sourcing supplies necessary to fulfill production requirements and meet

scheduled shipments. If one or more of our customers were to become insolvent or otherwise were unable to pay for the services provided by us on a timely basis, or at all, our operating results and financial condition could be adversely affected. Such adverse effects could include one or more of the following: an increase in our provision for doubtful accounts, a charge for inventory write-offs, a reduction in revenue, and an increase in our working capital requirements due to higher inventory levels and increases in days our accounts receivable are outstanding. On April 21, 2016, SunEdison, Inc. and certain of its subsidiaries ("SunEdison") filed for protection under Chapter 11 of the U.S. Bankruptcy Code. For the fiscal year ended March 31, 2016, we recognized approximately $61.0 million in charges for provisions of accounts receivable associated with our outstanding SunEdison receivables. The estimates underlying our recorded provisions, as well as consideration of other potential customer bankruptcy-related contingencies associated with the SunEdison bankruptcy proceedings, are based on the facts currently known to us. If these facts change, the provisions are subject to change or we could recognize additional charges, either of which could be material.
We may be adversely affected by shortages of required electronic components.
From time to time, we have experienced shortages of some of the electronic components that we use. These shortages can result from strong demand for those components or from problems experienced by suppliers, such as shortages of raw materials. These unanticipated component shortages could result in curtailed production or delays in production, which may prevent us from making scheduled shipments to customers. Our inability to make scheduled shipments could cause us to experience a reduction in sales, increase in inventory levels and costs, and could adversely affect relationships with existing and prospective customers. Component shortages may also increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products to accommodate substitute components. As a result, component shortages could adversely affect our operating results. Our performance depends, in part, on our ability to incorporate changes in component costs into the selling prices for our products.
Our supply chain may also be impacted by other events outside our control, including macro-economic events, political crises or natural or environmental occurrences.
Our margins and profitability may be, adversely affected due to substantial investments, start-up and production ramp costs in our design services.
As part of our strategy to enhance our end-to-end service offerings, we continue to expand our design and engineering capabilities. Providing these services can expose us to different or greater potential risks than those we face when providing our manufacturing services.
Although we enter into contracts with our design services customers, we mayoften design and develop products for these customers prior to receiving a purchase order or other firm commitment from them. We are required to make substantial investments in the resources necessary to design and develop these products, and no revenue may be generated from these efforts if our customers do not approve the designs in a timely manner or at all. In addition, we may make investments in designing products and not be able to design viable manufacturable products, in which cases we may not be able to recover our investments. Even if we are successful in designing manufacturable products and our customers accept our designs, if theyour customers do not then purchase anticipated levels of products, we may not realize any profits. Our design activities often require that we purchase inventory for initial production runs before we have a purchase commitment from a customer. Even after we have a contract with a customer with respect to a product, these contracts maysometimes allow the customer to delay or cancel deliveries and may not obligate the customer to any particular volume of purchases. These contracts can generally be terminated on short notice. In addition, some of the products we design and develop must satisfy safety and regulatory standards and some must receive government certifications. If we fail to obtain these approvals or certifications on a timely basis, we would be unable to sell these products, which would harm our sales, profitability and reputation.
Our design services offerings require significant investments in research and development, technology licensing, test and tooling equipment, patent applications, facility building and expansion, and recruitment. We may not be able to achieve a high enough level of sales for this business to be profitable. The initial costs of investing in the resources necessary to expand our design and engineering capabilities, and in particular to support our design services offerings, have historically adversely affected our profitability, and may continue to do so as we continue to make investments to grow these capabilities.
In addition, we often agree to certain product price limitations and cost reduction targets in connection with these services. Inflationary and other increases in the costs of the raw materials and labor required to produce the products have occurred and
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may recur from time to time. Also, the production ramps for these programs are typically significant and negatively impact our margin in early stages as the manufacturing volumes are lower and result in inefficiencies and unabsorbed manufacturing overhead costs. We may not be able to reduce costs, incorporate changes in costs into the selling prices of our products, or increase operating efficiencies as we ramp production of our products, which would adversely affect our margins and our results of operations.
If we do not effectively manage changes in our operations, our business may be harmed; we have taken substantial restructuring charges in the past and we may need to take material restructuring charges in the future.
The expansion of our business, as well as business contractions and other changes in our customers' requirements, including as a result of COVID-19, have in the past, and may in the future, require that we adjust our business and cost structures by incurring restructuring charges. Restructuring activities involve reductions in our workforce at some locations and closure of certain facilities. All of these changes have in the past placed, and may in the future place, considerable strain on our financial and management control systems and resources, including decision support, accounting management, information systems and facilities. If we do not properly manage or maintain adequate financial and management controls, including internal controls over financial reporting, reporting systems and procedures to manage our employees, our business could be harmed.
In recent years, including fiscal years 2023, 2022, and 2021, we initiated targeted restructuring activities focused on optimizing our portfolio, in particular customers and products in our consumer devices business, optimizing our cost structure in lower growth areas and, more importantly, streamlining certain corporate and segment functions. Restructuring charges are recorded based upon employee termination dates, site closure and consolidation plans generally in conjunction with an overall corporate initiative to drive cost reduction and realign the Company's global footprint.
We may be required to take additional charges in the future to align our operations and cost structures with global economic conditions, market demands, cost competitiveness, and our geographic footprint as it relates to our customers' production requirements. We may consolidate certain manufacturing facilities or transfer certain of our operations to other geographies. If we are required to take additional restructuring charges in the future, our operating results, financial condition, and cash flows could be adversely impacted. Additionally, there are other potential risks associated with our restructurings that could adversely affect us, such as delays encountered with the finalization and implementation of the restructuring activities, work stoppages, and the failure to achieve targeted cost savings.
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.
We rely on our information systems, some of which are managed by third parties, to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable information relating to employees, customers, and other business partners), and to manage or support a variety of critical business processes and activities including financial reporting, inventory management, procurement, invoicing, and electronic communications. With increased work-from-home arrangements, we are increasingly dependent upon our information systems to operate our business and our ability to effectively manage our business depends on the security, reliability and adequacy of our information systems. We may be adversely affected if our information systems break down, fail, or are no longer supported. In addition, we continue to invest in and implement modifications and upgrades to our information systems, which may be complex and require significant management oversight, and subject us to inherent costs and associated risks including disruption of operations and loss of information.
We regularly face attempts by sophisticated and malicious actors to gain unauthorized access to our information systems, including those using techniques that change frequently or may be disguised or difficult to detect and remain dormant until a triggering event or that may continue undetected for an extended period of time. They may attempt to gain access to our networks, data centers or cloud resources - including those managed by third parties - or those of our customers, vendors or end users; steal proprietary information related to our business, products, employees, and customers; or interrupt our systems, operations or services or those of our customers or others. We believe such attempts are increasing in number and in technical sophistication, which, if we are subject to, could have material adverse effects. Due to the political uncertainty and military actions involving Russia, Ukraine and surrounding regions, we and the third parties upon which we rely may be vulnerable to a currently heightened risk of information technology breaches, computer malware, ransomware or other cyber attacks, including attacks that could materially disrupt our systems and operations, supply chain and ability to produce, sell and distribute our products.
In some instances, we, our customers, and the users of our products and services might be unaware of an incident or its magnitude and effects. We have implemented security systems with the intent of maintaining and protecting the physical security of our facilities and inventory and protecting our customers’ and our suppliers’ confidential information. We seek to
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detect and investigate all unauthorized attempts and attacks against our network, products, and services, and to prevent their recurrence where practicable through changes to our internal processes and tools. There can be no assurance, however, that our security measures will be sufficient to prevent a material breach or compromise in the future.
We are subject to, and at times have suffered from, breach or attempted breach of our security systems which have in the past and may in the future result in unauthorized access to our facilities and/or unauthorized acquisition, use or theft of the inventory or information we are trying to protect. If unauthorized parties gain physical access to our operations or inventory or if they gain electronic access to our information systems or if such operations, information or inventory is used in an unauthorized manner, misdirected, or lost or stolen during transmission or transport, any theft or misuse of such operations, information or inventory could result in, among other things, unfavorable publicity, loss of competitive advantage, governmental inquiry and oversight, difficulty in marketing our services, increased security and compliance costs, higher insurance premiums, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties including our customers and possible financial obligations for damages related to the theft or misuse of such information or inventory, any of which could have a material adverse effect on our profitability and cash flow. Further, third parties, such as cloud or hosted solution providers, could be a source of risk in the event of a failure of their own systems and infrastructure or could experience their own privacy or security event which could create risks similar to those described above. These risks are likely to be elevated in times of geopolitical instability and escalated tensions between countries. Moreover, we may be required to invest significant additional resources to comply with evolving cybersecurity regulations and to modify and enhance our information systems, information security and controls, and to investigate and remediate any security vulnerabilities.
In addition, data privacy laws and regulations, including the European Union General Data Protection Regulation (“GDPR”), the UK GDPR, the EU ePrivacy Directive, Singapore’s Personal Data Protection Act, China's Personal Information Protection Law ("PIPL"), and other privacy and data security laws throughout the Asia Pacific region and across the globe pose increasingly complex compliance challenges, which may increase compliance costs, and any failure to comply with data privacy laws and regulations could result in significant penalties. Additionally, many U.S. states including California, Colorado, Connecticut, Utah and Virginia have recently enacted legislation and associated regulations, and it is anticipated that many more states will enact similar legislation and/or release additional regulations which, if passed, may have conflicting requirements that would make compliance challenging. The California Consumer Privacy Act (“CCPA”) became effective January 1, 2020 and was further amended by the California Privacy Rights Act ("CPRA"), which became effective on January 1, 2023. The CCPA and CPRA, among other requirements, require covered companies to provide new rights and disclosures to California consumers, and allow such consumers abilities to opt-out of certain sales of personal information and other activities, and creates a new regulatory enforcement body. These recent and potential additional regulations and avenues for enforcement could result in, among other things, government inquiries, which could result in significant penalties. Additionally, new privacy laws and regulations are under development at the U.S. Federal and state level and many international jurisdictions.
The effects of the GDPR, the PIPL, the CPRA and other state laws and other data privacy laws and regulations, including the many international privacy laws, may be significant, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. Any actual or perceived failures to comply with these laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, whether by us, one of our third-party service providers or vendors or another third party, could lead to investigations, claims, and proceedings by governmental entities and private parties, damages for contract breach, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position. The GDPR, the PIPL, U.S. state laws and other laws and self-regulatory codes may affect our ability to reach current and prospective customers, to understand how our solutions and services are being used, to respond to customer requests allowed under the laws, and to implement our business strategy effectively. These laws and regulations could similarly affect our customers.
Our strategic relationships with major customers create risks.
In the past, we have completed numerous strategic transactions with customers. Under these arrangements, we generally acquire inventory, equipment and other assets from the customers, and lease or acquire their manufacturing facilities, while simultaneously entering into multi-year manufacturing and supply agreements for the production of their products. We may pursue these customer divestiture transactions in the future. These arrangements entered into with divesting customers typically involve many risks, including the following:
we may need to pay a purchase price to the divesting customers that exceeds the value we ultimately may realize from the future business of the customer;
the integration of the acquired assets and facilities into our business may be time-consuming and costly, including the incurrence of restructuring charges;
we, rather than the divesting customer, bear the risk of excess capacity at the facility;
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we may not achieve anticipated cost reductions and efficiencies at the facility;
we may be unable to meet the expectations of the customer as to volume, product quality, timeliness and cost reductions;
our supply agreements with the customers generally do not require any minimum volumes of purchase by the customers, and the actual volume of purchases may be less than anticipated; and
if demand for the customers' products declines, the customer may reduce its volume of purchases, 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.
As a result of these and other risks, we have been, and in the future may be, unable to achieve anticipated levels of profitability under these arrangements. In addition, these strategic arrangements have not, and in the future may not, result in any material revenues or contribute positively to our earnings per share.
We may encounter difficulties with acquisitions and divestitures, which could harm our business.
We have completed numerous acquisitions of businesses, including the recent acquisition of Anord Mardix, and we may acquire additional businesses in the future. Any future acquisitions may require additional equity financing, which could be dilutive to our existing shareholders, or additional debt financing, which could increase our leverage and potentially affect our credit ratings. Any downgrades in our credit ratings associated with an acquisition could adversely affect our ability to borrow by resulting in more restrictive borrowing terms. As a result of the foregoing, we also may not be able to complete acquisitions or strategic customer transactions in the future to the same extent as in the past, or at all.
To integrate acquired businesses, we must implement our management information systems, operating systems and internal controls, and assimilate and manage the personnel of the acquired operations. The difficulties of this integration may be further complicated by geographic distances. The integration of acquired businesses may not be successful and could result in disruption to other parts of our business. In addition, the integration of acquired businesses may require that we incur significant restructuring charges.
In addition, acquisitions involve numerous risks and challenges, including:
diversion of management's attention from the normal operation of our business;
potential loss of key employees and customers of the acquired companies;
difficulties managing and integrating operations in geographically dispersed locations;
the potential for deficiencies in internal controls at acquired companies;
increases in our expenses and working capital requirements, which reduce our return on invested capital;
lack of experience operating in the geographic market or industry sector of the acquired business;
cybersecurity and compliance related issues;
initial dependence on unfamiliar supply chain or relatively small supply chain partners; and
exposure to unanticipated liabilities of acquired companies.
In addition, divestitures involve significant risks, including without limitation, difficulty finding financially sufficient buyers or selling on acceptable terms in a timely manner, and the agreed-upon terms could be renegotiated due to changes in business or market conditions. Divestitures could adversely affect our profitability and, under certain circumstances, require us to record impairment charges or a loss as a result of the transaction. In addition, completing divestitures requires expenses and management attention and could leave us with certain continuing liabilities.
These and other factors have harmed, and in the future could harm, our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition or divestiture, and could adversely affect our business and operating results.
We may not achieve some or all of the intended or anticipated benefits of Nextracker being a separate, publicly-traded company, which could negatively impact our business, financial condition and results of operations.
On February 13, 2023, Nextracker completed its IPO and, as of the closing, the Company beneficially owned 61.4% of the total outstanding shares of Nextracker’s capital stock. We may not be able to achieve all of the intended or anticipated
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strategic and financial benefits expected as a result of the IPO and Nextracker being a separate, publicly-traded company, or such benefits may be delayed, or not occur at all. These intended and anticipated benefits include the following:
Allows investors to separately evaluate the merits, performance and future prospects of each company’s respective businesses and to invest in each company separately based on their distinct characteristics.
Allows us and Nextracker to more effectively pursue our respective distinct operating priorities and strategies and enable management of both companies to focus on unique opportunities for long-term growth and profitability. Our and Nextracker’s separate management teams will also be able to focus on executing the companies’ differing strategic plans without diverting attention from the other businesses.
Permits each company to concentrate its financial resources solely on its own operations without having to compete with each other for investment capital, providing each company with greater flexibility to invest capital in its businesses in a time and manner appropriate for its distinct strategy and business needs.
Creates an independent equity structure that will afford Nextracker direct access to the capital markets and facilitate its ability to capitalize on its unique growth opportunities.
If we fail to achieve some or all of the benefits expected to result from the IPO and Nextracker being a separate, publicly-traded company, or if such benefits are delayed, our businesses, operating results and financial condition could be materially and adversely affected. The actions required to separate our and Nextracker’s respective businesses may divert the attention of our management and employees from other aspects of our business operations and could adversely affect the business, financial condition, results of operations and cash flows of us and our Nextracker business. Further, the Nextracker business will be subject to additional costs as a result of being a separate, publicly-traded company. The consummation of the IPO also resulted in a dilution of our economic interest in the Nextracker business and, as a result, we will only benefit from a portion of any profits and growth of the Nextracker business in the future, and as a result our prior historical results may not be indicative of future results. Moreover, the combined value of the two publicly-traded companies may not be equal to or greater than what the value of our ordinary shares would have been had the IPO not occurred. To the extent we pursue any other alternatives for our Nextracker business subsequent to the IPO, such as a tax-free spin-off transaction or additional follow-on offerings, we may be exposed to various risks similar to those described above. In addition, we may receive opinions from outside tax counsel as to the tax implications of the IPO or any such future transactions which rely on certain facts, assumptions, representations and undertakings regarding past and future conduct of both us and Nextracker, and which, if incorrect, incomplete, inaccurate or not satisfied, could result in significant tax liabilities to us and our shareholders.
We have overlapping directors with Nextracker, which may lead to conflicting interests or the appearance of conflicting interests.
Several of our directors and officers also serve as directors of Nextracker. Our officers and members of our Board of Directors have fiduciary duties to our shareholders. Likewise, any such persons who serve as directors of Nextracker have fiduciary duties to Nextracker’s stockholders. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting us and Nextracker. The appearance of conflicts of interest created by such overlapping relationships also could impair the confidence of our investors.
Our operating results may fluctuate significantly due to seasonal demand.
Two of our significant end markets are the lifestyle market and the consumer devices market. These markets exhibit particular strength generally in the two quarters leading up to the end of the calendar year in connection with the holiday season. As a result, we have historically experienced stronger revenues in our second and third fiscal quarters as compared to our other fiscal quarters. Economic or other factors leading to diminished orders in the end of the calendar year could harm our business.
We depend on our executive officers and skilled personnel.
Our success depends to a large extent upon our ability to hire and retain a workforce with the skills necessary for our business to develop and manufacture the products desired by our customers. We need highly skilled personnel in multiple areas including, among others, engineering, manufacturing, information technology, cybersecurity, supply chain, business development, and management including our executive officers and other key employees. Generally, our employees are not bound by employment or non-competition agreements, and we cannot assure you that we will retain our executive officers and other key employees. We could be seriously harmed by the loss of any of our executive officers or other key employees. Future leadership transitions and management changes may cause uncertainty in, or a disruption to, our business, and may increase the likelihood of senior management or other employee turnover. In addition, in connection with expanding our design services offerings, we must attract and retain experienced design engineers. Our failure to recruit and retain experienced design
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engineers could limit the growth of our design services offerings, which could adversely affect our business. There is substantial competition in our industry for skilled employees and we may incur higher labor, recruiting and/or training costs in order to attract and retain employees with the requisite skills. We may not be successful in hiring or retaining such employees which could adversely impact our business and results of operations. Additionally, hiring, training and retaining skilled employees may be adversely impacted by global economic uncertainty and changes to office environments and workforce trends. From time to time, we face challenges that may impact employee retention, such as workforce reductions and facility consolidations and closures, and some of our most experienced employees are retirement-eligible which may adversely impact retention. To the extent that we lose experienced personnel through retirement or otherwise, it is critical for us to develop other employees, hire new qualified employees and successfully manage the transfer of critical knowledge. There also is the risk that we will be unable to achieve our diversity, equity and inclusion objectives and goals or meet the related requirements of our shareholders and other stakeholders.
Catastrophic events could have a material adverse effect on our operations and financial results.
Our operations or systems could be disrupted by natural disasters, terrorist activity, public health issues (including the COVID-19 pandemic), cybersecurity incidents, interruptions of service from utilities, political crises and conflicts (including the Russian invasion of Ukraine), transportation or telecommunications providers, or other catastrophic events. Climate change may exacerbate the frequency and intensity of natural disasters and adverse weather conditions. Such events could make it difficult or impossible to manufacture or deliver products to our customers, receive production materials from our suppliers, or perform critical functions, which could adversely affect our revenue and require significant recovery time and expenditures to resume operations. While we maintain business recovery plans that are intended to allow us to recover from natural disasters or other events that can be disruptive to our business, some of our systems are not fully redundant and we cannot be sure that our plans will fully protect us from all such disruptions.
We maintain a program of insurance coverage for a variety of property, casualty, and other risks. We place our insurance coverage with multiple carriers in numerous jurisdictions. However, one or more of our insurance providers may be unable or unwilling to pay a claim. The types and amounts of insurance we obtain vary depending on availability, cost, and decisions with respect to risk retention. The policies have deductibles and exclusions that result in us retaining a level of self-insurance. Losses not covered by insurance may be large, which could harm our results of operations and financial condition.
The COVID-19 pandemic has had, and may in the future again have, a material adverse effect on our business, results of operations and financial condition.
The COVID-19 pandemic and the measures taken to limit its spread have materially impacted our workforce and operations, the operations of our customers, and those of our respective vendors and suppliers. The impact of the pandemic on our business has included and could again in the future include:
disruptions to or restrictions on our ability to ensure the continuous provision of our manufacturing services and solutions, including as a result of temporary closures or reductions in operational capacity of our manufacturing facilities;
temporary closures of our direct and indirect suppliers, resulting in adverse effects to our supply chain, and other supply chain disruptions, which adversely affect our ability to procure sufficient inventory to support customer orders;
workforce disruptions, including temporary shortages of skilled employees available to staff manufacturing facilities due to shelter-in-place orders and travel restrictions within as well as into and out of countries;
restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures;
increases in operational expenses and other costs related to requirements implemented to mitigate the impact of the pandemic;
delays or limitations on the ability of our customers to perform or make timely payments; and
reductions in short- and long-term demand for our manufacturing services and solutions, or other disruptions in technology buying patterns.
The COVID-19 pandemic also created significant macroeconomic uncertainty, volatility and disruption, which may continue to adversely affect our and our customers’ and suppliers’ liquidity, cost of capital and ability to access the capital markets and cause further disruptions in our supply chain and customer demand.
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The extent to which the remaining effects of the COVID-19 pandemic could continue to impact our business and financial results going forward will be dependent on future developments such as its length and severity, its potential resurgence in the future including the emergence of more contagious or vaccine-resistant variants, the availability and distribution of effective treatments and vaccines, and public health measures and actions taken to contain COVID-19, and the overall impact of the remaining effects of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain uncertain and unpredictable. We cannot at this time quantify or forecast the business impact of the remaining effects of the COVID-19, and there can be no assurance that the remaining effects of the COVID-19 pandemic will not have a material and adverse effect on our business, financial results and financial condition. To the extent the remaining effects of the COVID-19 pandemic impacts our business, it increases the likelihood and potential severity of other risks described in this “Risk Factors” section.
Industry Risks
We depend on industries that continually produce technologically advanced products with short product lifecycles and our business would be adversely affected if our customers' products are not successful or if our customers lose market share.
We derive our revenue from customers in a number of end markets and factors affecting any of these industries in general or our customers in particular, could adversely impact us. These factors include:
rapid changes in technology, evolving industry standards, and requirements for continuous improvement in products and services that result in short product lifecycles;
demand for our customers' products may be seasonal;
our customers may fail to successfully market their products, and our customers' products may fail to gain widespread commercial acceptance;
our customers' products may have supply chain issues, including as a result of the COVID-19 pandemic; and
our customers may experience dramatic market share shifts in demand which may cause them to lose market share or exit businesses.
Our industry is extremely competitive; if we are not able to continue to provide competitive services, we may lose business.
We compete with a number of different companies, depending on the type of service we provide or the location of our operations. For example, we compete with major global EMS providers, other smaller EMS companies that have a regional or product-specific focus and Original Design Manufacturers ("ODMs") with respect to some of the services that we provide. We also compete with our current and prospective customers, who evaluate our capabilities in light of their own capabilities and cost structures. In the past, some of our customers moved a portion of their manufacturing from us in order to more fully utilize their excess internal manufacturing capacity. Any of these developments could cause a decline in our sales, loss of market acceptance of our products or services, decreases of our profits or loss of our market share. 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. We face particular competition from Asian-based competitors, including Taiwanese ODM suppliers who compete in a variety of our end markets and have a substantial share of global information technology hardware production. If we are unable to provide comparable manufacturing services and improved products at lower cost than the other companies in our market, our net sales could decline.
Financial Risks
Our debt level may create limitations.
As of March 31, 2023, our total debt was approximately $3.8 billion. This level of indebtedness could limit our flexibility as a result of debt service requirements and restrictive covenants, and may limit our ability to access additional capital or execute our business strategy.
Our exposure to financially troubled customers or suppliers may adversely affect our financial results.
We provide manufacturing services to companies and industries that have in the past, and may in the future, experience financial difficulty. When our customers experience financial difficulty, we have difficulty recovering amounts owed to us by these customers, or demand for our products from these customers sometimes declines. Additionally, if our suppliers experience financial difficulty, we could have difficulty sourcing supplies necessary to fulfill production requirements and meet scheduled shipments. When one or more of our customers becomes insolvent or otherwise is unable to pay for the services provided by us on a timely basis, or at all, our operating results and financial condition are adversely affected. Such adverse effects have in the past included and could in the future include one or more of the following: an increase in our provision for
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doubtful accounts, a charge for inventory write-offs, a reduction in revenue, and an increase in our working capital requirements due to higher inventory levels and increases in days our accounts receivables are outstanding.
The market price of our ordinary shares is volatile.
The stock market in recent years has experienced significant price and volume fluctuations that have affected the market prices of companies, including technology companies. These fluctuations have often been unrelated to or disproportionately impacted by the operating performance of these companies. The market for our ordinary shares has been and may in the future be subject to similar volatility. Factors such as fluctuations in our operating results, announcements of technological innovations or events affecting other companies in the electronics industry, currency fluctuations, general market fluctuations, and macro-economic conditions may cause the market price of our ordinary shares to decline. Stock price fluctuations could impact the value of our equity compensation, which could affect our ability to recruit and retain employees.
Changes in our credit rating may make it more expensive for us to raise additional capital or to borrow additional funds. We are also exposed to interest rate fluctuations on our outstanding borrowings and investments.
Our credit is rated by credit rating agencies. Our 4.750% Notes due 2025, our 3.750% Notes due 2026, our 6.000% Notes due 2028, our 4.875% Notes due 2029 and our 4.875% Notes due 2030 are currently rated BBB- by Standard and Poor's ("S&P") which is considered to be “investment grade” by S&P, rated Baa3 by Moody’s which is considered to be “investment grade” by Moody's, and rated BBB- by Fitch which is considered to be "investment grade" by Fitch. Any decline in our credit rating may make it more expensive for us to raise additional capital in the future on terms that are acceptable to us, if at all, negatively impact the price of our ordinary shares, increase our interest payments under some of our existing debt agreements, and have other negative implications on our business, many of which are beyond our control. In addition, the interest rate payable on some of our credit facilities is subject to adjustment from time to time if our credit ratings change. Thus, any potential future negative change in our credit rating may increase the interest rate payable on these credit facilities.
In addition, we are exposed to interest rate risk under our variable rate terms loans, bilateral facilities and revolving credit facility for indebtedness we have incurred or may incur under such facilities. The interest rates on our borrowings under our revolving credit facility may be based on either (i) the Term Secured Overnight Financing Rate ("Term SOFR") or (ii) the base rate (the greatest of the agent's prime rate, the federal funds rate plus 0.50%, and the Term SOFR plus 1.00%) plus an applicable margin, in each case depending on our credit rating, and other borrowings also may be based on Term SOFR. Refer to the discussion in note 9 to the consolidated financial statements, "Bank Borrowings and Long-Term Debt" for further details of our debt obligations. We are also exposed to interest rate risk on our invested cash balances, our securitization facilities and our factoring activities.
We are subject to the risk of increased income taxes.
We are subject to taxes in numerous jurisdictions. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory rates and changes in tax laws or their interpretation including changes related to tax holidays or tax incentives. The international tax environment continues to change as a result of both coordinated efforts by governments and unilateral measures designed by individual countries, both intended to tackle concerns over perceived international tax avoidance techniques, which could ultimately have an adverse effect on the taxation of international businesses. In the U.S., various proposals to raise corporate income taxes are under active consideration. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law by the U.S. government, which includes a new corporate minimum tax, a stock repurchase excise tax, numerous green energy credits, and other tax provisions. Pending further guidance, it is possible that the IRA could increase our future tax liability, which could in turn adversely impact our business and future profitability. In addition, the Organization for Economic Co-operation and Development (“OECD”) has proposed certain international tax reforms that would impose a minimum tax rate of 15%, among other provisions, as part of its Base Erosion and Profit Shifting Project. On December 14, 2022, EU member states agreed to adopt the OECD’s minimum tax rules, which are expected to begin going into effect in 2024. Several other countries are also considering changes to their tax law to implement the OECD’s minimum tax proposal. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. Any such changes, if adopted, could increase tax complexity and uncertainty, adversely impact our effective tax rate and may have a material impact on our results of operations, cash flows and financial position. The foregoing and other changes to tax laws could have broader implications, including impacts to the economy, currency markets, inflation or competitive dynamics, which are difficult to predict, and may positively or negatively impact the Company.
Our taxes could also increase if certain tax holidays or incentives are not renewed upon expiration, or if tax rates applicable to us in such jurisdictions are otherwise increased. Our continued ability to qualify for specific tax holiday extensions will depend on, among other things, our anticipated investment and expansion in these countries and the manner in which the local governments interpret the requirements for modifications, extensions or new incentives.
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In addition, the Company and its subsidiaries are regularly subject to tax return audits and examinations by various taxing jurisdictions around the world. For example, one of the Company's Brazilian subsidiaries has received assessments for certain sales and import taxes which the Company is opposing. In determining the adequacy of our provision for income taxes, we regularly assess the likelihood of adverse outcomes resulting from tax examinations. While it is often difficult to predict the final outcome or the timing of the resolution of a tax examination, we believe that our reserves for uncertain tax benefits reflect the outcome of tax positions that are more likely than not to occur. However, we cannot assure you that the final determination of any tax examinations will not be materially different than that which is reflected in our income tax provisions and accruals. Should additional taxes be assessed as a result of a current or future examination, there could be a material adverse effect on our tax provision, operating results, financial position and cash flows in the period or periods for which that determination is made.
We are subject to risks associated with investments.
We invest in private funds and companies for strategic reasons and may not realize a return on our investments. We make investments in private funds and companies to further our strategic objectives, support key business initiatives, and develop business relationships with related portfolio companies. Many of the instruments in which we invest are non-marketable at the time of our initial investment. If any of the funds or companies in which we invest fail, we could lose all or part of our investment. From time-to-time we have identified observable price changes, or impairments in investments, and we have written down investments' fair values and recognized a loss.
Our goodwill and identifiable intangible assets could become impaired, which could reduce the value of our assets and reduce our net income in the year in which the write-off occurs.
Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. We also ascribe value to certain identifiable intangible assets, which consist primarily of customer relationships, developed technology and trade names, among others, as a result of acquisitions. We have in the past incurred and may in the future incur impairment charges on goodwill or identifiable intangible assets if we determine that the fair values of goodwill or identifiable intangible assets are less than their current carrying values. We evaluate, on a regular basis, whether events or circumstances have occurred that indicate all, or a portion, of the carrying amount of goodwill may no longer be recoverable, in which case an impairment charge to earnings would become necessary. If the financial performance of our businesses were to decline significantly, we could incur a material non-cash charge in our statement of operations for the impairment of goodwill and other intangible assets. Refer to note 2 to the consolidated financial statements and "Critical Accounting Estimates" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion of the impairment testing of goodwill and identifiable intangible assets.
A decline in general economic conditions or global equity valuations could impact the judgments and assumptions about the fair value of our businesses and we could be required to record impairment charges on our goodwill or other identifiable intangible assets in the future, which could impact our consolidated balance sheet, as well as our consolidated statement of operations. If we are required to recognize an impairment charge in the future, the charge would not impact our consolidated cash flows, liquidity, capital resources, and covenants under our existing credit facilities, asset securitization program, and other outstanding borrowings.
Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations.
Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank failed and was taken into receivership by the Federal Deposit Insurance Corporation; on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership; the following week, a syndicate of U.S. banks infused $30 billion in First Republic Bank; and later that same week, the Swiss Central Bank provided $54 billion in covered loan and short-term liquidity facilities to Credit Suisse Group AG, all in an attempt to reassure depositors and calm fears of a banking contagion. Increasing concerns over bank failures and bailouts and their potential broader effects and potential systemic risk on the banking sector generally may adversely affect our access to capital and our business and operations more generally. Although we assess our banking relationships as we believe necessary or appropriate, our access to funding sources in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, the financial institutions with which we have arrangements directly, or the financial services industry or economy in general.
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Changes in financial accounting standards or policies have affected, and in the future may affect, our reported financial condition or results of operations.
We prepare our financial statements in conformity with U.S. GAAP. These principles are subject to interpretation by the Financial Accounting Standards Board ("FASB"), the American Institute of Certified Public Accountants ("AICPA"), the SEC and various bodies formed to interpret and create accounting policies. Changes to accounting rules or challenges to our interpretation or application of the rules by regulators may have a material adverse effect on our reported financial results or on the way we conduct business. Refer to "Recently Adopted Accounting Pronouncements" within note 2 of Item 8, Financial Statements and Supplementary Data.
International Risks
Weak global economic conditions, including inflationary pressures, currency volatility, slower growth or recession, higher interest rates, geopolitical uncertainty and instability in financial markets may adversely affect our business, results of operations, financial condition, and access to capital markets.
Our operations and the execution of our business plans and strategies are subject to the effects of global economic trends, geopolitical risks and demand or supply shocks from events that could include political crises and conflict (including the Russian invasion of Ukraine), war, a major terrorist attack, natural disasters or actual or threatened public health emergencies (such as COVID-19). They are also affected by local and regional economic environments, supply chain constraints and policies in the U.S. and other markets that we serve, including interest rates, monetary policy, inflation, economic growth, recession, commodity prices, currency volatility, currency controls or other limitations on the ability to expatriate cash, sovereign debt levels and actual or anticipated defaults on sovereign debt. For example, the ongoing conflict between Russia and Ukraine and the related sanctions and other measures imposed by the European Union, the U.S. and other countries and organizations in response have led, and may continue to lead, to disruption and instability in global markets, supply chains and industries that could negatively impact our businesses, financial condition and results of operations. Additionally, changes in local economic conditions or outlooks, such as lower rates of investment or economic growth in China, Europe or other key markets, affect the demand for or profitability of our products and services outside the U.S., and the impact on the Company could be significant given the extent of our activities outside the United States. Political changes and trends such as populism, protectionism, economic nationalism and sentiment toward multinational companies and resulting tariffs, export controls or other trade barriers, or changes to tax or other laws and policies, have been and may continue to be disruptive and costly to our businesses, and these can interfere with our global operating model, supply chain, production costs, customer relationships and competitive position. Further escalation of specific trade tensions, including intensified decoupling between the U.S. and China, or in global trade conflict more broadly could be harmful to global economic growth or to our business in or with China or other countries, and related decreases in confidence or investment activity in the global markets would adversely affect our business performance. We also do business in many emerging market jurisdictions where economic, political and legal risks are heightened. Further, an increase in inflation pressures, such as what the market is currently experiencing, could affect our profitability and cash flows, due to higher wages, higher operating costs, higher financing costs, and/or higher supplier prices. Inflation may also adversely affect foreign exchange rates. We may be unable to pass along such higher costs to our customers. In addition, inflation may adversely affect customers’ financing costs, cash flows, and profitability, which could adversely impact their operations and our ability to collect receivables. Rising interest rates could have a dampening effect on overall economic activity and/or the financial condition of our customers, either or both of which could negatively affect customer demand for our products and our customers’ ability to repay obligations to us.
These conditions may result in reduced consumer and business confidence and spending in many countries, a tightening in the credit markets, a reduced level of liquidity in many financial markets, high volatility in credit, fixed income and equity markets, currency exchange rate fluctuations, and global economic uncertainty. In addition, longer term disruptions in the capital and credit markets could adversely affect our access to liquidity needed for our business. If financial institutions that have extended credit commitments to us are adversely affected by the conditions of the U.S. and international capital markets, they may become unable to fund borrowings under their credit commitments to us, which could have an adverse impact on our financial condition and our ability to borrow additional funds, if needed, for working capital, capital expenditures, acquisitions, research and development and other corporate purposes.
We conduct operations in a number of countries and are subject to the risks inherent in international operations.

The geographic distances between the Americas, Asia and Europe create a number of logistical and communications challenges for us. These challenges include managing operations across multiple time zones, directing the manufacture and delivery of products across long distances, coordinating procurement of components and raw materials and their delivery to multiple locations, and coordinating the activities and decisions of the core management team, which is based in a number of different countries.
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Facilities in several different locations may be involved at different stages of the production process of a single product, leading to additional logistical difficulties.
Because our manufacturing operations are located in a number of countries throughout the Americas, Asia and Europe, we are subject to risks of changes in economic, social and political conditions in those countries, including:
fluctuations in the value of local currencies;

labor unrest, difficulties in staffing and geographic labor shortages;

longer payment cycles;

cultural differences;

increases in duties, tariffs, and taxation levied on our products;products including anti-dumping and countervailing duties;

trade restrictions including limitations on imports or exports of components or assembled products, unilaterally or bilaterally;
trade sanctions and related regulatory enforcement actions and other proceedings;
potential trade wars;
increased scrutiny by the media and other third parties of labor practices within our industry (including but not limited to forced labor and adverse working conditions) which may result in allegations of violations, more stringent and burdensome labor laws and regulations and inconsistency in the enforcement and interpretation of such laws and regulations, higher labor costs, increased risk of cross-border cargo being detained or seized and/or loss of revenues if our customers become dissatisfied with our labor practices and diminish or terminate their relationship with us;

inflationary pressures, such as those the market is currently experiencing, which may increase costs for materials, supplies, and services;
imposition of restrictions on currency conversion or the transfer of funds;

environmental protection laws and regulations, including those related to climate change;
limitations on imports or exports of components or assembled products, or other travel restrictions;

expropriation of private enterprises;

ineffective legal protection of our intellectual property rights in certain countries;

natural disasters;

exposure to infectious disease, epidemics and epidemics;pandemics, including the effects of the COVID-19 pandemic, on our business operations in geographic locations impacted by the outbreak and on the business operations of our customers and suppliers;

inability of international customers and suppliers to obtain financing resulting from tightening of credit in international financial markets;
ongoing global supply chain disruptions, slowing the ability of our facilities to import necessary materials and export our products;
political unrest; and

a potential reversal of current favorable policies encouraging foreign investment or foreign trade by our host countries.
The attractiveness of our services to U.S.customers and our ability to conduct business with certain customers can be affected by changes in U.S. and other countries' policies, including regarding trade. We have significant operations located in China, which have been in the past, and could in the future be, adversely affected by evolving laws, regulations and policies, including with respect to COVID-19, import and export tariffs and restrictions, and information security and privacy, as well as changes in the political and geopolitical environment involving China. U.S.-China bilateral trade policies, suchrelations remain uncertain. The U.S.’s various trade actions, including imposing tariffs on certain goods imported from China or deemed to be of Chinese origin, as most favored nation statuswell as the potential for new tariffs, trade embargoes or sanctions by the U.S., and trade preferencescountermeasures imposed by China in response, could, depending on their duration and implementation as well as our ability to mitigate their impact, materially affect our business, including in the form of increased cost of goods sold, decreased margins, increased pricing for some Asiancustomers, and reduced sales. Moreover, we could be subject to reputational harm if any of our customers, former customers or vendors were
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subject to U.S. sanctions or if our customers,former customers or vendors did business with sanctioned countries. Furthermore, geopolitical changes in China-Taiwan relations could disrupt the operations of several companies in Taiwan that are critical to the global supply of semiconductors and other electronic components on which many of our customers depend.
In addition, some countries in which we operate, such as Brazil, Hungary, India, Malaysia, Mexico Malaysia and Poland, have experienced periods of slow or negative growth, high inflation, significant currency devaluations or limited availability of foreign exchange. Furthermore, in countries such as Brazil, China, BrazilIndia and Mexico, governmental authorities exercise significant influence over many aspects of the economy, and their actions could have a significant effect on us.
Demand for Nextracker solar trackers could be indirectly depressed as a result of existing and/or increased tariffs, duties or taxation of imported solar panels and cells. Moreover, the ongoing anti-dumping investigation by the U.S. Department of Commerce into imports of crystalline silicon photovoltaic solar panels and cells from Cambodia, Malaysia, Thailand, and Vietnam, which investigation might lead to retroactive and/or prospective tariffs on imports of panels and cells may, as a result of increased costs, depress or delay demand for U.S. solar projects and Nextracker’s solar trackers in the U.S.
We could be seriously harmed by inadequate infrastructure, including lack of adequate power and water supplies, transportation, raw materials and parts in countries in which we operate. In addition, we may encounter labor disruptions and rising labor costs, in particular within the lower-cost regions in which we operate. Any increase in labor costs that we are unable to recover in our pricing to our customers could adversely impact our operating results.
Operations in foreign countries also present risks associated with currency exchange and convertibility, inflation and repatriation of earnings. Inflation may impact the Company’s profits and cash flows as well as adversely affect foreign exchange rates. In some countries, economic and monetary conditions and other factors could affect our ability to convert our cash distributions to U.S. dollars or other freely convertible currencies, or to move funds from our accounts in these countries. Furthermore, the central bank of any of these countries may have the authority to suspend, restrict or otherwise impose conditions on foreign exchange transactions or to approve distributions to foreign investors.

Fluctuations in foreign currency exchange rates could increase our operating costs.
The successWe have manufacturing operations and industrial parks that are located in various part of certainthe world, including Asia, Eastern Europe, Mexico and Brazil. A portion of our activities dependspurchases and our sale transactions are denominated in currencies other than the United States dollar. As a result, we are exposed to fluctuations in these currencies impacting our fixed cost overhead or our supply base relative to the currencies in which we conduct transactions.
Currency exchange rates fluctuate on a daily basis as a result of a number of factors, including changes in a country's political and economic policies. The primary impact of currency exchange fluctuations is on the cash, receivables, payables and expenses of our ability to protect our intellectual property rights; intellectual property infringement claims against our customers or us could harm our business.
We retain certain intellectual property rights to some of the technologies that we develop asoperating entities. As part of our engineering, designcurrency hedging strategy, we use financial instruments such as forward exchange, swap contracts, and options to hedge our foreign currency exposure in order to reduce the short-term impact of foreign currency rate fluctuations on our operating results. If our hedging activities are not successful or if we change or reduce these hedging activities in the future, we may experience significant unexpected fluctuations in our operating results as a result of changes in exchange rates.
We are also exposed to risks related to the valuation of the Chinese currency relative to the U.S. dollar. The Chinese currency is the renminbi ("RMB"). A significant increase in the value of the RMB could adversely affect our financial results and cash flows by increasing both our manufacturing servicescosts and components offerings. The measures we have taken to prevent unauthorized usethe costs of our technologylocal supply base. Volatility in the functional and non-functional currencies of our entities and the United States dollar could seriously harm our business, operating results and financial condition.
Legal and Regulatory Risks
We are subject to risks relating to litigation and regulatory investigations and proceedings, which may not be successful.have a material adverse effect on our business.
From time to time, we are involved in various claims, suits, investigations and legal proceedings. Additional legal claims or regulatory matters may arise in the future and could involve 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. If we are unable to protect our intellectual property rights, this could reduce or eliminate the competitive advantages of our proprietary technology, which would harm our business.
Our engineering, design and manufacturing services and components offerings involve the creation and use of intellectual property rights, which subject us to the risk of claims of intellectual property infringement from third parties, as well as claims arising from the allocation of intellectual property rights among us and our customers. In addition, our customers are increasingly requiring us to indemnify them against the risk of intellectual property infringement. Ifreceive an adverse judgment in any claims are brought against us or our customers for such infringement, whether or not these have merit,matter, we could be required to expend significant resources in defensepay substantial damages and cease certain practices or activities. Regardless of such claims. In the eventmerits of such an infringement claim, wethe claims, litigation and other proceedings may be required to spend a significant amount of money to develop non-infringing alternatives or obtain licenses or to resolve the issue through litigation. We may not be successful in developing such alternatives or obtaining such licenses on reasonable terms or at all,both time-consuming and any such litigation might not be resolved in our favor. Additionally, litigation could be lengthy and costly, and could materially harm our financial condition regardless of outcome.
If our IT or physical security systems are breached, we may incur significant legal and financial exposure.
We regularly face attempts by others to gain unauthorized access through the Internet or to introduce malicious softwaredisruptive to our information systems. We are also a targetbusiness. The defense and ultimate outcome of malicious attackers who attempt to gain access to our networkany lawsuits or data centers or those of our customers or end users; steal proprietary information related to our business, products, employees, and customers; or interrupt our systems and services or those of our customers or others. We believe such attempts are increasing in number and in technical sophistication. In some instances, we, our customers, and the users of our products and services might be unaware of an incident or its magnitude and effects. We have implemented security systems with the intent of maintaining the physical security of our facilities and inventory and protecting our customers' and our suppliers' confidential information. In addition, while we seek to detect and investigate all unauthorized attempts and attacks against our network, products, and services, and to prevent their recurrence where practicable through changes to our internal processes and tools, we are subject to, and at times have suffered from, breach of these security systems which have in the past andother legal proceedings may in the future result in unauthorized access to our facilities and/or unauthorized use or theft of the inventory or information we are trying to protect. If unauthorized parties gain physical access to our inventory or if they gain electronic access to our information systems or if such information or inventory is usedhigher operating expenses and a decrease in an unauthorized manner, misdirected, lost or stolen during transmission or transport, any theft or misuse of such information or inventory could result in, among other things, unfavorable publicity, governmental inquiry and oversight, difficulty in marketing our services, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties including our customers and possible financial obligations for damages related to the theft or misuse of such information or inventory, any ofoperating margin, which could have a material adverse effect on our profitabilitybusiness, financial condition, or results of operations.
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Any existing or future lawsuits could be time-consuming, result in significant expense and divert the attention and resources of our management and other key employees, as well as harm our reputation, business, financial condition or results of operations.
Due to the global nature of our business, we are subject to a complex system of import- and export-related laws and regulations, including a range of regulations in the United States and other countries. Non-compliance with these laws and regulations can result in a wide range of penalties including the denial of export privileges, fines, criminal penalties, and the seizure of inventories. On February 14, 2019, we submitted an initial notification of voluntary disclosure to the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") regarding possible noncompliance with U.S. economic sanctions requirements among certain non-U.S. Flex-affiliated operations. On September 28, 2020, we made a submission to OFAC that completed the Company’s voluntary disclosure based on the results of an internal investigation regarding the matter. On June 11, 2021, we notified OFAC that we had identified possible additional relevant transactions at one non-U.S. Flex-affiliated operation. We submitted an update to OFAC on November 16, 2021 reporting on the results of our review of those transactions. We intend to continue to cooperate fully with OFAC in this matter going forward. Nonetheless, it is reasonably possible that we could be subject to penalties that could have a material adverse effect on our financial position, results of operations or cash flow.flows.
If our compliance policies are breached, we may incur significant legal and financial exposure.
We have implemented local and global compliance policies to ensure compliance with our legal obligations across our operations. A significant legal risk resulting from our international operations is compliance with the U.S. Foreign Corrupt Practices Act or similar local laws of the countries in which we do business, including the UK Anti-Bribery Act, which prohibits covered companies from making payments to foreign government officials to assist in obtaining or retaining business. Our Code of Business Conduct and Ethics prohibits corrupt payments on a global basis and precludes us from offering or giving anything of value to a government official for the purpose of obtaining or retaining business, to win a business advantage or to improperly influence a decision regarding Flex. Nevertheless, there can be no assurance that all of our employees and agents will refrain from taking actions in violation of this and our related anti-corruption policies and procedures. Any such violation could have a material adverse effect on our business.
WeIf our products or components contain defects, demand for our services may decline, our reputation may be damaged, and we may be exposed to product liability and product warranty liability.
Our customers' products and the manufacturing processes and design services that we use to produce them often are subject to risks relating to litigation, which mayhighly complex. Defects in the products we manufacture or design, whether caused by a design, engineering, manufacturing or component failure or error, or deficiencies in our manufacturing processes, have a material adverse effect on our business.
Fromoccurred from time to time we are involvedand, have in various claims, suits, investigationsthe past resulted, and legal proceedings. Additional legal claims or regulatory matters may arise in the future result in delayed shipments to customers, reduced or canceled customer orders, or product or component failures. If these defects or deficiencies are significant, our business reputation could be damaged.
The failure of the products that we manufacture or of our manufacturing processes or facilities may subject us to regulatory enforcement, fines or penalties and, could involve matters relatingin some cases, require us to commercial disputes, government regulatory and compliance, intellectual property, antitrust, tax, employmentshut down, temporarily halt operations or shareholder issues,incur considerable expense to correct a manufacturing process or facility.
In addition, we may be exposed to product liability or product warranty claims, which may include liability for personal injury or property damage. Product warranty claims may include liability to pay for the recall, repair or replacement of a product or component. Although we generally allocate liability for these claims in our contracts with our customers, increasingly we are unsuccessful in allocating such liability, and other issues on a global basis. Regardless of the merits of the claims, litigation may be both time- consuming and disruptiveeven where we have allocated liability to our business. The defensecustomers, our customers may not have the resources to satisfy claims for costs or liabilities arising from a defective product or component for which they have assumed responsibility.
If we design, engineer or manufacture a product or component that is found to cause any personal injury or property damage or is otherwise found to be defective, we could spend a significant amount of money to resolve the claim. In addition, product liability and ultimate outcomeproduct recall insurance coverage are expensive and may not be available for some or all of our services offerings on acceptable terms, in sufficient amounts, or at all. A successful product liability or product warranty claim in excess of our insurance coverage or any lawsuitsmaterial claim for which insurance coverage is denied, limited or other legal proceedings may result in higher operating expenses and a decrease in operating margin, whichis not available could have a material adverse effect on our business, financial condition, or results of operations.operations and financial condition.

The success of certain of our activities depends on our ability to protect our intellectual property rights; claims of infringement or misuse of intellectual property and/or breach of license agreement provisions against our customers or us could harm our business.
Compliance with government regulations regardingWe retain certain intellectual property rights to some of the technologies that we develop as part of our engineering, design, and manufacturing services and components offerings. The measures we have taken to prevent unauthorized use of "conflict minerals" may result in increased costs and risks to us.our
As part
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Table of the Dodd-Frank Act, the SEC has promulgated disclosure requirements regarding the use of certain minerals ("Minerals"), which may be mined from the Democratic Republic of Congo and adjoining countries. In May 2014, we filed our initial report on Form SD to report that our products were "DRC Conflict Undeterminable" based on our diligence review. We expect to undertake further diligence of our supply chain in 2016 and beyond as we will have to publicly disclose whether the products we sell contain these Minerals and have and may continue to incur significant costs related to implement a process that will meet the mandates of the Dodd-Frank Act. Additionally, customers rely on us to provide critical data regarding the products they purchase and request information on such Minerals. Our materials sourcing is broad-based and multi-tiered, and weContents
technology may not be able to easily verify the origins of the Minerals used in the products we sell. We have many suppliers and each may provide the required information in a different manner, if at all. Accordingly, because the supply chain is complex, our reputation may suffer ifsuccessful. If we are unable to sufficiently verifyprotect our intellectual property rights, this could reduce or eliminate the originscompetitive advantages of our proprietary technology, which would harm our business.
Our engineering, design and manufacturing services and component offerings involve the Minerals, if any,creation and use of intellectual property rights, which subject us to the risk of claims of infringement or misuse of intellectual property from third parties and/or breach of our agreements with third parties, as well as claims arising from the allocation of intellectual property risk among us and our customers. From time to time, we enter into intellectual property licenses (e.g., patent licenses and software licenses) with third parties which obligate us to report covered behavior to the licensor and pay license fees to the licensor for certain activities or products, or that enable our use of third party technologies. We may also decline to enter into licenses for intellectual property that we do not think is useful for or used in our products. Additionally,operations, or for which our customers or suppliers have licenses or have assumed responsibility.
Given the diverse and varied nature of our business and the location of our business around the world, certain activities we perform, such as providing assembly services in China and India, may demand thatfall outside the products they purchasescope of those licenses or may not be free ofsubject to the applicable intellectual property rights. Our licensors may disagree and claim royalties are owed for such activities. In addition, the basis (e.g., base price) for any Minerals originating in the specified countries. The implementation of this requirement could affect the sourcingroyalty amounts owed are audited by licensors and availability of products we purchase from our suppliers. This may reduce the number of suppliers that may be ablechallenged. Our customers are increasingly requiring us to provide productsindemnify them against the risk of intellectual property-related claims and licensors are claiming that activities we perform are covered by licenses to which we are a party.
If any claims of infringement or misuse of intellectual property from third parties and/or breach of our agreements with third parties, as well as claims arising from the allocation of intellectual property risk among us and our customers, are brought against us or our customers, whether or not these have merit, we could be required to expend significant resources in defense of such claims. In the event of such a claim, we may affect our abilitybe required to spend a significant amount of money to develop alternatives or obtain productslicenses or to resolve the issue through litigation. We may not be successful in sufficient quantities to meet customer demanddeveloping such alternatives or obtaining such licenses on reasonable terms or at competitive prices.all, and any such litigation might not be resolved in our favor, in which cases we may be required to curtail certain of our services and offerings. Additionally, litigation could be lengthy and costly, and could materially harm our financial condition regardless of outcome.
We also face certain heightened risks to our intellectual property rights due to our extensive operations in foreign jurisdictions, including the risk of theft or misuse of our intellectual property rights in certain foreign jurisdictions. The laws of certain countries in which we operate may not protect intellectual property rights to the same extent as the laws of the United States, and the mechanisms to enforce intellectual property rights may be inadequate to protect our rights, which could harm our business.
We may not meet regulatory quality standards applicable to our manufacturing and quality processes for medical devices, which could have an adverse effect on our business, financial condition or results of operations.
As a medical device manufacturer, we have additional compliance requirements. We are required to register with the U.S. Food and Drug Administration ("FDA") and are subject to periodic inspection by the FDA for compliance with the FDA's Quality System Regulation ("QSR") requirements, which require manufacturers of medical devices to adhere to certain regulations, including testing, quality control and documentation procedures. Compliance with applicable regulatory requirements is subject to continual review and is rigorously monitored through periodic inspections and product field monitoring by the FDA. If any FDA inspection reveals noncompliance with QSR or other FDA regulations, and the Company does not address the observation adequately to the satisfaction of the FDA, the FDA may take action against us. FDA actions may include issuing a letter of inspectional observations, issuing a warning letter, imposing fines, bringing an action against the Company and its officers, requiring a recall of the products we manufactured for our customers, refusing requests for clearance or approval of new products or withdrawal of clearance or approval previously granted, issuing an import detention on products entering the U.S. from an offshore facility, or shutting down a manufacturing facility. If any of these actions were to occur, it would harm our reputation and cause our business to suffer.
In the European Union ("EU"),EU, we are required to maintain certain standardized certifications in order to sell our products and must undergo periodic inspections to obtain and maintain these certifications. Continued noncompliance to the EU regulations could stop the flow of products into the EU from us or from our customers. In China, the Safe Food and DrugNational Medical Products Administration controls and regulates the manufacture and commerce of healthcare products. We must comply with the regulatory laws applicable to medical device manufacturesmanufacturers, or our ability to manufacture products in China could be impacted. In Japan, the Pharmaceutical Affairs Laws regulate the manufacture and commerce of healthcare products. These regulations also require that subcontractors manufacturing products intended for sale in Japan register with authorities and submit to regulatory audits. Other Asian countries where we operate, including elsewhere in Asia and Latin America, have similar laws regarding the regulation of medical device manufacturing.
We are subject to In the riskevent of increased income taxes.
We are subject to taxes in numerous jurisdictions. Our future effective tax rates could be affected by changes in the mixany noncompliance with these requirements, interruption of earnings in countries with differing statutory rates and changes in tax laws our operations and/or their interpretation including changes related to tax holidays or tax incentives. Our taxes could increase if certain tax holidays or incentives are not renewed upon expiration, or if tax rates applicable to us in such jurisdictions are otherwise increased. Our continued ability to qualify for specific tax holiday extensions will depend on, among other things,sell into these markets could occur, which in turn could cause our anticipated investment and expansion in these countries and the manner in which the local governments interpret the requirements for modifications, extensions or new incentives.
In addition, the Company and its subsidiaries are regularly subject to tax return audits and examinations by various taxing jurisdictions around the world. In determining the adequacy of our provision for income taxes, we regularly assess the likelihood of adverse outcomes resulting from tax examinations. While it is often difficult to predict the final outcome or the timing of the resolution of a tax examination, we believe that our reserves for uncertain tax benefits reflect the outcome of tax positions that are more likely than not to occur. However, we cannot assure you that the final determination of any tax examinations will not be materially different than that which is reflected in our income tax provisions and accruals. Should additional taxes be assessed as a result of a current or future examination, there could be a material adverse effect on our tax provision, operating results, financial position and cash flows in the period or periods for which that determination is made.

If our products or components contain defects, demand for our services may decline and we may be exposed to product liability and product warranty liability.
Defects in the products we manufacture or design, whether caused by a design, engineering, manufacturing or component failure or deficiencies in our manufacturing processes, could result in product or component failures, which may damage our business reputation and expose usbusiness to product liability or product warranty claims.suffer.
Product liability claims may include liability for personal injury or property damage. Product warranty claims may include liability to pay for the recall, repair or replacement
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Table of a product or component. Although we generally allocate liability for these claims in our contracts with our customers, increasingly we are unsuccessful in allocating such liability, and even where we have allocated liability to our customers, our customers may not have the resources to satisfy claims for costs or liabilities arising from a defective product or component for which they have assumed responsibility.Contents
If we design, engineer or manufacture a product or component that is found to cause any personal injury or property damage or is otherwise found to be defective, we could spend a significant amount of money to resolve the claim. In addition, product liability and product recall insurance coverage are expensive and may not be available for some or all of our services offerings on acceptable terms, in sufficient amounts, or at all. A successful product liability or product warranty claim in excess of our insurance coverage or any material claim for which insurance coverage is denied, limited or is not available could have a material adverse effect on our business, results of operations and financial condition.
Our failure to comply with environmental, health and safety, product stewardship and producer responsibility laws or regulations could adversely affect our business.
We are subject to variousextensive and changing federal, state, local and foreigninternational environmental, health and safety laws and regulations, including regulations governingconcerning, among other things, the health and safety of our employees, the generation, use, storage, transportation, discharge and disposal of certain materials (including chemicals and hazardous substancessubstances) used in or derived from our manufacturing processes. We are also subject to laws and regulations governing the recyclability of products, the materials that may be included in products, and our obligations to dispose of these products after end users have finished with them. Additionally, we may be exposed to liability to our customers relating to the materials that may be included in the components that we procure for our customers' products. Any violation or alleged violation by us of environmentalthese laws or regulations could subject us to significant costs, fines or other penalties.penalties, the suspension of production, or prohibitions on sales of products we manufacture. In addition, such regulations could restrict our ability to expand our facilities or could require us to acquire costly equipment, or to incur other significant expenses, including expenses associated with the recall of any non-compliant product or with changes in our operational, procurement and inventory management activities.
We are also required to comply with an increasing number of global and local product environmental compliance regulations focused on the restriction of certain hazardous substances. We are subject to the EU directives, including the Restrictions on RoHS,of Hazardous Substances in Electrical and Electrical Equipment ("RoHS"), the WEEEWaste Electrical and Electronic Equipment Directive ("WEEE") as well as the EU's REACH regulation. In addition, new technical classifications of e-Waste being discussedwere recently adopted in June 2022 by the Basel Convention technical working group could affect both our customers' abilities and obligations inregarding electronics repair and refurbishment.refurbishment which become effective January 1, 2025. Also of note is China's Management Methods for Controlling Pollution Caused by EIPsElectronic Information Products regulation, commonly referred to as "China RoHS", which restricts the importation into and production within China of electrical equipment containing certain hazardous materials. Similar legislation has been or may be enacted in other jurisdictions, including in the United States. RoHS and other similar legislation bans or restricts the use of lead, mercury and certain other specified substances in electronics products and WEEE requires EU importers and/or producers to assume responsibility for the collection, recycling and management of waste electronic products and components. We have developed rigorous risk mitigating compliance programs designed to meet the needs of our customers as well as applicable regulations. These programs may include collecting compliance data from our suppliers, full laboratory testing and public reporting of other environmental metrics such as carbon emissions, electronic waste and water, and we also require our supply chain to comply. Non-compliance could potentially result in our customers refusing to purchase our products, and significant costs, penalties, and/or penalties.other sanctions, such as restrictions on our products entering certain jurisdictions. In the case of WEEE, the compliance responsibility rests primarily with the EU importers and/or producers rather than with EMS companies. However, OEMscustomers may turn to EMS companies for assistance in meeting their obligations under WEEE.
In addition, we are responsible for the cleanup of contamination at some of our current and former manufacturing facilities and at some third party sites. If more stringent compliance or cleanup standards under environmental laws or regulations are imposed, or the results of future testing and analyses at our current or former operating facilities indicate that we are responsible for the release of hazardous substances into the air, ground and/or water, we may be subject to additional liability. Additional environmental matters may arise in the future at sites where no problem is currently known or at sites that we may acquire in the future. Some environmental laws impose liability without fault, leading companies to be responsible for investigating, removing, or remediating possible hazardous substances released at properties it owns or operates, regardless of when such substances were released. Additionally, we could be required to alter our manufacturing and operations and incur substantial expense in order to comply with environmental regulations. Our failure to comply with environmental laws and regulations or adequately address contaminated sites could limit our ability to expand our facilities or could require us to incur significant expenses, which would harm our business.
If we do not effectively manage changes in our operations, our business may be harmed; we have taken substantial restructuring charges in the past and we may need to take material restructuring charges in the future.
The expansion of our business, as well as business contractions and other changes in our customers' requirements, have in the past, and may in the future, require that we adjust our business and cost structures by incurring restructuring charges. Restructuring activities involve reductions in our workforce at some locations and closure of certain facilities. All of these changes have in the past placed, and may in the future place, considerable strain on our financial and management control

systems and resources, including decision support, accounting management, information systems and facilities. If we do not properly manage our financial and management controls, reporting systems and procedures to manage our employees, our business could be harmed.
In recent years, including during fiscal year 2014, we undertook initiatives to restructure our business operations through a series of restructuring activities, which were intended to realign our global capacity and infrastructure with demand by our OEM customers and thereby improve our operational efficiency. These activities included reducing excess workforce and capacity, transitioning manufacturing to lower-cost locations and eliminating redundant facilities, and consolidating and eliminating certain administrative facilities.
While we incur severance, asset impairment charges and other charges as a result of changes in our customer mix on an ongoing basis, such individual actions were not considered material and did not qualify as restructuring charges per accounting principles generally accepted in the United States to be separately disclosed as restructuring charges in fiscal year 2015, and are included in either cost of sales or selling, general and administrative expenses, as appropriate. Our restructuring activities undertaken during fiscal year 2014 have been disclosed separately on our statement of operations. We may be required to take additional charges in the future to align our operations and cost structures with global economic conditions, market demands, cost competitiveness, and our geographic footprint as it relates to our customers' production requirements. We may consolidate certain manufacturing facilities or transfer certain of our operations to lower cost geographies. If we are required to take additional restructuring charges in the future, our operating results, financial condition, and cash flows could be adversely impacted. Additionally, there are other potential risks associated with our restructurings that could adversely affect us, such as delays encountered with the finalization and implementation of the restructuring activities, work stoppages, and the failure to achieve targeted cost savings.
Fluctuations in foreign currency exchange rates could increase our operating costs.
We have manufacturing operations and industrial parks that are located in lower cost regions of the world, such as Asia, Eastern Europe and Mexico. A portion of our purchases and our sale transactions are denominated in currencies other than the United States dollar. As a result, we are exposed to fluctuations in these currencies impacting our fixed cost overhead or our supply base relative to the currencies in which we conduct transactions.
Currency exchange rates fluctuate on a daily basis as a result of a number of factors, including changes in a country's political and economic policies. Volatility in the functional and non-functional currencies of our entities and the United States dollar could seriously harm our business, operating results and financial condition. The primary impact of currency exchange fluctuations is on the cash, receivables, payables and expenses of our operating entities. As part of our currency hedging strategy, we use financial instruments, primarily forward exchange and swap contracts, to hedge our foreign currency exposure in order to reduce the short-term impact of foreign currency rate fluctuations on our operating results. If our hedging activities are not successful or if we change or reduce these hedging activities in the future, we may experience significant unexpected fluctuations in our operating results as a result of changes in exchange rates.
We are also exposed to risks related to the valuation of the Chinese currency relative to the U.S. dollar. The Chinese currency is the renminbi ("RMB"). A significant increase in the value of the RMB could adversely affect our financial results and cash flows by increasing both our manufacturing costs and the costs of our local supply base.
We depend on our executive officers and skilled management personnel.
Our success depends to a large extent upon the continued services of our executive officers and other key employees. Generally, our employees are not bound by employment or non-competition agreements, and we cannot assure you that we will retain our executive officers and other key employees. We could be seriously harmed by the loss of any of our executive officers or other key employees. We will need to recruit and retain skilled management personnel, and if we are not able to do so, our business could be harmed. In addition, in connection with expanding our design services offerings, we must attract and retain experienced design engineers. There is substantial competition in our industry for highly skilled employees. Our failure to recruit and retain experienced design engineers could limit the growth of our design services offerings, which could adversely affect our business.
Failure to comply with domestic or international employment and related laws could result in the payment of significant damages, which would reduce our net income.
We are subject to a variety of domestic and foreign employment laws, including those related to safety, wages and overtime, discrimination, whistle-blowing, classification of employees and severance payments. Enforcement activity relating to these laws, particularly outside of the United States, can increase as a result of increased media attention due to violations by other companies, changes in law, political and other factors. There can be no assurance that we won't be found to have violated such laws in the future, due to a more aggressive enforcement posture by governmental authorities or for any other reason. Any

such violations could lead to the assessment of fines against us by federal, state or foreign regulatory authorities or damages payable to employees, which fines could be substantial and which would reduce our net income.
We may encounter difficulties with acquisitions and divestures, which could harm our business.
We have completed numerous acquisitions of businesses and we may acquire additional businesses in the future. Any future acquisitions may require additional equity financing, which could be dilutive to our existing shareholders, or additional debt financing, which could increase our leverage and potentially affect our credit ratings. Any downgrades in our credit ratings associated with an acquisition could adversely affect our ability to borrow by resulting in more restrictive borrowing terms. As a result of the foregoing, we also may not be able to complete acquisitions or strategic customer transactions in the future to the same extent as in the past, or at all.
To integrate acquired businesses, we must implement our management information systems, operating systems and internal controls, and assimilate and manage the personnel of the acquired operations. The difficulties of this integration may be further complicated by geographic distances. The integration of acquired businesses may not be successful and could result in disruption to other parts of our business. In addition, the integration of acquired businesses may require that we incur significant restructuring charges.
In addition, acquisitions involve numerous risks and challenges, including:
diversion of management's attention from the normal operation of our business;

potential loss of key employees and customers of the acquired companies;

difficulties managing and integrating operations in geographically dispersed locations;

the potential for deficiencies in internal controls at acquired companies;

increases in our expenses and working capital requirements, which reduce our return on invested capital;

lack of experience operating in the geographic market or industry sector of the acquired business;

initial dependence on unfamiliar supply chain or relatively small supply chain partners; and

exposure to unanticipated liabilities of acquired companies.
In addition, divestitures involve significant risks, including without limitation, difficulty finding financially sufficient buyers or selling on acceptable terms in a timely manner, and the agreed-upon terms could be renegotiated due to changes in business or market conditions. Divestitures could adversely affect our profitability and, under certain circumstances, require us to record impairment charges or a loss as a result of the transaction. In addition, completing divestitures requires expenses and management attention and could leave us with certain continuing liabilities.
These and other factors have harmed, and in the future could harm, our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition or divestiture, and could adversely affect our business and operating results.
Our strategic relationships with major customers create risks.
In the past, we have completed numerous strategic transactions with OEM customers. Under these arrangements, we generally acquire inventory, equipment and other assets from the OEM, and lease or acquire their manufacturing facilities, while simultaneously entering into multi-year manufacturing and supply agreements for the production of their products. We may pursue these OEM divestiture transactions in the future. These arrangements entered into with divesting OEMs typically involve many risks, including the following:
we may need to pay a purchase price to the divesting OEMs that exceeds the value we ultimately may realize from the future business of the OEM;

the integration of the acquired assets and facilities into our business may be time-consuming and costly, including the incurrence of restructuring charges;

we, rather than the divesting OEM, bear the risk of excess capacity at the facility;


we may not achieve anticipated cost reductions and efficiencies at the facility;

we may be unable to meet the expectations of the OEM as to volume, product quality, timeliness and cost reductions;

our supply agreements with the OEMs generally do not require any minimum volumes of purchase by the OEMs, and the actual volume of purchases may be less than anticipated; and

if demand for the OEMs' products declines, the OEM may reduce its volume of purchases, and we may not be able to sufficiently reduce the expenses of operating the facility or use the facility to provide services to other OEMs.
As a result of these and other risks, we have been, and in the future may be, unable to achieve anticipated levels of profitability under these arrangements. In addition, these strategic arrangements have not, and in the future may not, result in any material revenues or contribute positively to our earnings per share.
Our business could be impacted as a result of actions by activist shareholders or others.
We may be subject, from time to time, to legal and business challenges in the operation of our company due to actions instituted by activist shareholders or others. Responding to such actions could be costly and time-consuming, may not align
29

with our business strategies and could divert the attention of our Board of Directors and senior management from the pursuit of our business strategies. Perceived uncertainties as to our future direction as a result of shareholder activism may lead to the perception of a change in the direction of the business or other instability and may make it more difficult to attract and retain qualified personnel and business partners and may affect our relationships with vendors, customers and other third parties.
Changes in financial accountingFailure to meet environmental, social and governance (ESG) expectations or standards, or to achieve our ESG goals, may have an adverse impact on our business, impose additional costs on us, and expose us to additional risks.
In recent years, there has been an increased focus from investors, customers, consumers, and other stakeholders, as well as by governmental and non-governmental organizations, on ESG matters, including greenhouse gas ("GHG") emissions and climate-related risks, environmental stewardship, responsible sourcing, social responsibility, human capital management, diversity, equity, and inclusion, workplace conduct, data privacy and cybersecurity and human rights. This increased focus on sustainability including ESG is present in our industry. This attention has resulted in a variety of required and voluntary reporting regimes that are not harmonized and continue to change. For example, governments around the world have enacted or are contemplating legislation and regulations that may impact how we conduct and/or report on our business by requiring the disclosure and tracking of certain GHG emissions and other climate and biodiversity information, and/or cyber security or human capital matters related to our business. A number of our customers have adopted, or may adopt, procurement policies that include social and environmental responsibility provisions that their suppliers should comply with, or they may seek to include such provisions in their procurement terms and conditions. In addition, an increasing number of investors have affected, and in the futureadopted, or may affect, our reported financial condition or results of operations.adopt, ESG policies with which they expect their portfolio companies to comply.
We preparecurrently align our financial statements in conformitysustainability program with U.S. GAAP.the standards set forth by various voluntary sustainability initiatives and organizations, and we have joined the Science Based Targets Initiative and the U.N. Global Compact, voluntary initiatives for businesses to develop, implement and disclose sustainability policies and practices. These principlesESG practices, policies, provisions and initiatives are subject to interpretation bychange, can be unpredictable, and may be difficult and expensive for us to comply with.
We have established sustainability and ESG programs aligned with sound ESG principles and have established and publicly announced certain goals, commitments, and targets, which we may refine in the Financial Accounting Standards Board (FASB), the American Institutefuture. These programs, goals, commitments and targets reflect our current initiatives, plans and aspirations, and are not guarantees that we will be able to achieve them. Evolving stakeholder expectations, and our ability to successfully execute these initiatives and accurately report our progress and accomplish our goals present numerous operational, financial, legal, regulatory, reputational and other risks and uncertainties, many of Certified Public Accountants (AICPA), the SECwhich are outside our control, and various bodies formed to interpret and create accounting policies. For example, significant changes to revenue recognition rules have been enacted and will begin to apply to us in fiscal year 2019 as the FASB has proposed. Changes to accounting rules or challenges to our interpretation or applicationall of the rules by regulators maywhich could have a material adverse effectimpact on our reported financial resultsbusiness. Additionally, the implementation of and reporting on these initiatives impose additional costs on us and a diversion of resources. If our ESG initiatives fail to satisfy investors, current or on the way we conduct business.
Ourpotential customers, consumers and our other stakeholders, our reputation, our ability to manufacture and sell products and services, our ability to attract or retain employees, and our attractiveness as an investment, business and operationspartner or acquirer could be adversely impacted by climatenegatively impacted. Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards within the timelines we announce or otherwise as may be required, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.
Climate change, initiatives.
Concern over climate change has led to international legislativeand the legal and regulatory initiatives directed at limiting carbon dioxide and other greenhouse gas emissions. Proposed and existing effortsrelated to address climate change, by reducing greenhouse gas emissions could directly or indirectly affect our costs of energy, materials, manufacturing, distribution, packaging and other operating costs, which could impact our business and financial results.
Our operating results may fluctuate significantly due to seasonal demand.
Two of our significant end markets are the mobile devices market and the consumer devices market. These markets exhibit particular strength generally in the two quarters leading up to the end of the calendar year in connection with the holiday season. As a result, we have historically experienced stronger revenues in our second and third fiscal quarters as compared to our other fiscal quarters. Economic or other factors leading to diminished orders in the end of the calendar year could harm our business.
Our debt level may create limitations.
As of March 31, 2016, our total debt was approximately $2.8 billion. This level of indebtedness could limit our flexibility as a result of debt service requirements and restrictive covenants, and may limit our ability to access additional capital or execute our business strategy.
Changes in our credit rating may make it more expensive for us to raise additional capital or to borrow additional funds. We may also be exposed to interest rate fluctuations on our outstanding borrowings and investments.
Our credit is rated by credit rating agencies. Our 4.625% Notes, our 5.000% Notes, and our 4.750% Notes, are currently rated BBB- by Standard and Poor's ("S&P") which is considered to be “investment grade” by S&P, while rated Ba1 by Moody’s which is considered below “investment grade” by Moody's. Any further decline in our credit rating may make it more expensive for us to raise additional capital in the future on terms that are acceptable to us, if at all, negatively impact the price of our ordinary shares, increase our interest payments under some of our existing debt agreements, and have other negative implications on our business, many of which are beyond our control. In addition, the interest rate payable on some of our credit

facilities is subject to adjustment from time to time if our credit ratings change. Thus, any potential future negative change in our credit rating may increase the interest rate payable on these credit facilities.
In addition, we are exposed to interest rate risk under our variable rate terms loans, bilateral facilities and revolving credit facility for indebtedness we have incurred or may incur under such borrowings. The interest rates under these borrowings are based on either (i) a margin over LIBOR or (ii) the base rate (the greatest of the agent's prime rate, the federal funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin, in each case depending on our credit rating. Refer to the discussion in note 7, "Bank Borrowings and Long-Term Debt" to the consolidated financial statements for further details of our debt obligations. We are also exposed to interest rate risk on our invested cash balances, our securitization facilities and our factoring activities.
Weak global economic conditions and instability in financial markets may adversely affect our business, results of operations and financial condition,condition.
There continues to be increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide and accessother GHGs in the atmosphere will cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Changes in weather patterns and an increased frequency, intensity and duration of extreme weather conditions, such as hurricanes, earthquakes, wildfires, water or other natural resource shortages, droughts, or flooding, could, among other things, pose physical risks to capital markets.
Our revenue and gross margin depend significantly on general economic conditionsimpair our production capabilities, disrupt the operations of our supply chain and theinfrastructure, and impact our customers and their demand for products inour services. The geographic locations of our manufacturing facilities could intensify the markets in which our customers compete. Adverse worldwide economic conditions may create challenging conditions innegative impacts resulting from any of these issues. As a result, the electronics industry. These conditions may result in reduced consumer and business confidence and spending in many countries, a tightening in the credit markets, a reduced leveleffects of liquidity in many financial markets and high volatility in credit, fixed income and equity markets. In addition, longer term disruptions in the capital and credit markets could adversely affect our access to liquidity needed for our business. If financial institutions that have extended credit commitments to us are adversely affected by the conditions of the U.S. and international capital markets, they may become unable to fund borrowings under their credit commitments to us, whichclimate change could have ana long-term adverse impact on our business, results of operations and financial condition. In many of the countries in which we operate, governmental bodies are increasingly enacting legislation and regulations in response to the potential impacts of climate change. For example, some have enacted or are contemplating legislation and regulations that may impact how we conduct and/or report on our business by requiring the disclosure and tracking of certain GHG emissions. These laws and regulations have, and will continue to have, the potential to impact our operations directly or indirectly as a result of required compliance by us and our suppliers. In addition, we have committed to reduce our absolute scope 1 and scope 2 GHG emissions by fifty percent by 2030 and to reach net zero GHG emissions by 2040 as part of our long-term sustainability strategy and we may take additional voluntary steps to mitigate our impact on climate change. As a result, we may experience increases in energy, production, transportation and raw material costs, capital expenditures and insurance premiums and deductibles. Inconsistency of legislation and regulations among jurisdictions may also affect the costs of compliance with such laws and regulations. Any assessment of the potential impact of
30

future climate change legislation, regulations or industry standards, as well as any international treaties and accords, is uncertain given the scope of potential regulatory change in the countries in which we operate. Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance and our ability to borrow additional funds, if needed, for working capital, capital expenditures, acquisitions, researchcompete. Furthermore, even without such regulation, increased awareness and development andany adverse publicity in the global marketplace about potential impacts on climate change by us or other corporate purposes.
Catastrophic events or geopolitical conditionscompanies in our industry could haveharm our reputation. Any of the foregoing could result in a material adverse effect on our operations and financial results.
Our operations or systems could be disrupted by natural disasters, geopolitical conditions, terrorist activity, public health issues, cyber security incidents, interruptions of service from utilities, transportation or telecommunications providers, or other catastrophic events. Such events could make it difficult or impossible to manufacture or deliver products to our customers, receive production materials from our suppliers, or perform critical functions, which could adversely affect our revenue and require significant recovery time and expenditures to resume operations. While we maintain business, recovery plans that are intended to allow us to recover from natural disasters or other events that can be disruptive to our business, some of our systems are not fully redundant and we cannot be sure that our plans will fully protect us from all such disruptions.
We maintain a program of insurance coverage for a variety of property, casualty, and other risks. We place our insurance coverage with multiple carriers in numerous jurisdictions. However, one or more of our insurance providers may be unable or unwilling to pay a claim. The types and amounts of insurance we obtain vary depending on availability, cost, and decisions with respect to risk retention. The policies have deductibles and exclusions that result in us retaining a level of self-insurance. Losses not covered by insurance may be large, which could harm our results of operations and financial condition.
Our business could be adversely affected by any delays, or increased costs, resulting from issues that our common carriers are dealing with in transporting our materials, our products, or both.
We rely on a variety of common carriers to transport our materials from our suppliers to us, and to transport our products from us to our customers. Problems suffered by any of these common carriers, whether due to a natural disaster, labor problem, increased energy prices, criminal activity or some other issue, could result in shipping delays, increased costs, or other supply chain disruptions, and could therefore have a material adverse effect on our operations.
We are subject to risks associated with investments.
We invest in private funds and companies for strategic reasons and may not realize a return on our investments. We make investments in private funds and companies to further our strategic objectives, support key business initiatives and develop business relationships with related portfolio companies. Many of the instruments in which we invest are non-marketable at the time of our initial investment. If any of the funds or companies in which we invest fail, we could lose all or part of our investment. If we need to determine that an other-than-temporary decline in the fair value exists for an investment, we would need to write down the investment to its fair value and recognize a loss.
The market price of our ordinary shares is volatile.
The stock market in recent years has experienced significant price and volume fluctuations that have affected the market prices of companies, including technology companies. These fluctuations have often been unrelated to or disproportionately impacted by the operating performance of these companies. The market for our ordinary shares has been and may in the future

be subject to similar volatility. Factors such as fluctuations in our operating results, announcements of technological innovations or events affecting other companies in the electronics industry, currency fluctuations, general market fluctuations, and macro-economic conditions may cause the market price of our ordinary shares to decline.
Our goodwill and identifiable intangible assets could become impaired, which could reduce the value of our assets and reduce our net income in the year in which the write-off occurs.
Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. We also ascribe value to certain identifiable intangible assets, which consist primarily of customer relationships, developed technology and trade names, among others, as a result of acquisitions. We may incur impairment charges on goodwill or identifiable intangible assets if we determine that the fair values of goodwill or identifiable intangible assets are less than their current carrying values. We evaluate, on a regular basis, whether events or circumstances have occurred that indicate all, or a portion, of the carrying amount of goodwill may no longer be recoverable, in which case an impairment charge to earnings would become necessary.
Refer to notes 1 and 2 to the consolidated financial statements and 'critical accounting policies' in management's discussion and analysis of financial condition and results of operations for further discussion of the impairment testing of goodwill and identifiable intangible assets.
A decline in general economic conditions or global equity valuations could impact the judgments and assumptions about the fair value of our businesses and we could be required to record impairment charges on our goodwill or other identifiable intangible assets in the future, which could impact our consolidated balance sheet, as well as our consolidated statement of operations. If we are required to recognize an impairment charge in the future, the charge would not impact our consolidated cash flows, liquidity, capital resources, and covenants under our existing credit facilities, asset securitization program, and other outstanding borrowings.
ITEM 1B.    UNRESOLVED STAFF COMMENTS
None.
ITEM 2.    PROPERTIES
We own or lease facilities located primarily in the geographies listed below. Our facilities consist of a global network of industrial parks, regional manufacturing operations, and design, engineering and product introduction centers, providing approximately 26.0 millioncenters. The majority of the square feet of productive capacityfootage is active manufacturing space used by the FRS and FAS operating segments, as of March 31, 2016. We own facilities with approximately 8.2 million square feet in Asia, 4.7 million square feet in the Americas and 2.7 million square feet in Europe. We lease facilities with approximately 5.5 million square feet in Asia, 3.5 million square feet in the Americas and 1.4 million square feet in Europe.
Our facilities include large industrial parks, ranging in size from 0.3 million to 4.5 million square feet in Brazil, China, Hungary, India, Israel, Malaysia, Mexico, Poland, Romania, and the Ukraine. We also have regional manufacturing operations, generally ranging in size from under 100,000 to approximately 2.7 million square feet in Austria, Brazil, Canada, China, Czech Republic, Denmark, Hong Kong, Hungary, India, Indonesia, Ireland, Italy, Japan, Malaysia, Mexico, Poland, Romania, Singapore, Sweden, Switzerland, the Ukraine and the United States. We also have smaller design and engineering centers and product introduction centers at a number of locations in the world's major consumer electronics and industrial markets.
both use these properties. Our facilities are well maintained and suitable for the operations conducted. The productive capacity of our plants is adequate for current needs.
As of March 31, 2023, the square footage of our facilities by region is as follows:
Approximate Square Footage
(In millions)
Asia19.6 
Americas15.7 
Europe11.6 
Total (1)46.9 

(1)Consists of 20.7 million square feet in facilities that we own with the remaining 26.2 million square feet in leased facilities.
ITEM 3.    LEGAL PROCEEDINGS
For a description of our material legal proceedings, see note 1214 "Commitments and Contingencies" to the consolidated financial statements included under Item 8, which is incorporated herein by reference.
ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable

31

PART II
ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
PRICE RANGE OF ORDINARY SHARESMARKET AND SHAREHOLDER INFORMATION
Our ordinary shares are quoted on the NASDAQNasdaq Global Select Market under the symbol "FLEX." The following table sets forth the high and low per share sales prices for our ordinary shares since the beginning of fiscal year 2015 as reported on the NASDAQ Global Select Market.
 High Low
Fiscal Year Ended March 31, 2016 
  
Fourth Quarter$12.06
 $9.10
Third Quarter11.79
 10.27
Second Quarter11.56
 9.90
First Quarter12.84
 11.53
Fiscal Year Ended March 31, 2015 
  
Fourth Quarter$12.68
 $10.47
Third Quarter11.35
 8.75
Second Quarter11.52
 10.30
First Quarter11.35
 8.93
As of May 11, 201612, 2023, there were 3,2742,847 holders of record of our ordinary shares and the closing sales price of our ordinary shares as reported on the NASDAQ Global Select Market was $12.04 per share.shares. This does not include persons whose stock is in nominee or "street name" accounts through brokers.
DIVIDENDS
Since inception, we have not declared or paid any cash dividends on our ordinary shares. We currently do not have plans to pay any cash dividends in fiscal year 2017.2024.
CERTAIN TAXATION CONSIDERATIONS UNDER SINGAPORE LAW
Dividends.    Singapore does not impose a withholding tax on dividends. All dividends on our ordinary shares are not taxable in Singapore to shareholders, provided that any dividends are paid to shareholders outside of Singapore for this purpose and such dividends are not received or deemed to be received in Singapore by shareholders and are not derived by shareholders pursuant to any trade or business carried on in Singapore. Certain tax exemptions are available for foreign-sourced dividends received by Singapore tax residents, subject to conditions. Since inception, we have not declared nor paid any cash dividends on our ordinary shares, and we currently do not have plans to pay any cash dividends.
Gains on Disposal.    Under current Singapore tax law there is no tax on capital gains, and thus any profits from the disposal of shares are not taxable in Singapore unless the gains arising from the disposal of shares are income in nature and subject to tax, especially if they arise from activities which the Inland Revenue Authority of Singapore regards as the carrying on of a trade or business in Singapore (in which case, the profits on the sale would be taxable as trade or business profits rather than capital gains).
Shareholders who apply, or who are required to apply, the Singapore Financial Reporting Standard ("FRS") 39, FRS 109 or Singapore Financial Reporting Standard (International) 9 (“SFRS(I) 9”) (as the case may be) for the purposes of Singapore income tax may be required to recognize gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39, FRS 109 or SFRS(I) 9 (as the case may be) (as modified by the applicable provisions of Singapore income tax law) even though no sale or disposal of shares is made.
Stamp Duty.    There is no stamp duty payable for holding shares, and no duty is payable on the issue of new shares. Singapore stamp duty is payable on a transfer of existing shares if there is an instrument of transfer executed in Singapore or if there is an instrument of transfer executed outside Singapore that is received in Singapore. In such situations, stamp duty is payable on the instrument of transfer of such shares at the rate of 0.2% of the consideration for, or market value of, such shares, whichever is higher. The stamp duty is borne by the purchaser unless there is an agreement to the contrary. If the instrument of transfer is executed outside of Singapore, the stamp duty must be paid only if the instrument of transfer is received in Singapore.
Estate Taxation.    Singapore estate duty was abolished for deaths occurring on or after February 15, 2008.
Tax Treaties Regarding Withholding.    There is no reciprocal income tax treaty between the U.S. and Singapore regarding withholding taxes on dividends and capital gains.
STOCK PRICE PERFORMANCE GRAPH
The following stock price performance graph and accompanying information is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in any such filing.
The graph below compares the cumulative total shareholder return on our ordinary shares, the Standard & Poor's 500 Stock Index and a peer group comprised of Benchmark Electronics, Inc., Celestica Inc., Jabil Circuit, Inc., and Sanmina-SCISanmina Corporation.
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The graph below assumes that $100 was invested in our ordinary shares, in the Standard & Poor's 500 Stock Index and in the peer group described above on March 31, 20112018 and reflects the annual return through March 31, 2016,2023, assuming dividend reinvestment.
The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, the possible future performances of our ordinary shares.



COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Flex, the S&P 500 Index, and Peer Group
4750
3/183/193/203/213/223/23
3/11 3/12 3/13 3/14 3/15 3/16
Flextronics International Ltd100.00
 96.65
 90.50
 123.69
 169.75
 161.45
Flex Ltd.Flex Ltd.100.00 61.24 51.29 112.12 113.59 140.89 
S&P 500 Index100.00
 108.54
 123.69
 150.73
 169.92
 172.95
S&P 500 Index100.00 109.50 101.86 159.25 184.17 169.94 
Peer Group100.00
 108.61
 90.13
 105.44
 130.08
 117.99
Peer Group100.00 94.41 79.94 154.03 174.45 240.74 
Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-20161980-2023.
Index Data: Copyright Standard and Poor's, Inc. Used with permission. All rights reserved.

33

Table of Contents
Issuer Purchases of Equity Securities
The following table provides information regarding purchases of our ordinary shares made by us for the period from January 1, 20162023 through March 31, 2016.2023.

Period (2)Total Number
of Shares
Purchased (1)
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Approximate Dollar Value
of Shares that May Yet
Be Purchased Under the
Plans or Programs
January 1 - February 3, 2023770,845 $23.33 770,845 $919,054,492 
February 4 - March 3, 2023— — — $919,054,492 
March 4 - March 31, 20231,222,841 $21.25 1,222,841 $893,066,204 
Total1,993,686  1,993,686  

Period (2)Total Number
of Shares
Purchased (1)
 Average Price
Paid per Share
 Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
 Approximate Dollar Value
of Shares that May Yet
Be Purchased Under the
Plans or Programs
January 1 - January 29, 20162,971,650
 $9.75
 2,971,650
 $299,470,835
January 30 - February 26, 20163,051,212
 10.29
 3,051,212
 268,074,241
February 27 - March 31, 20162,251,188
 11.55
 2,251,188
 242,079,433
Total8,274,050
  
 8,274,050
  
(1)    During the period from January 1, 2023 through March 31, 2023, all purchases were made pursuant to the program discussed below in open market transactions. All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.



(1)During the period from January 1, 2016 through March 31, 2016 all purchases were made pursuant to the program discussed below in open market transactions. All purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.

(2)On August 20, 2015, our Board of Directors authorized the repurchase of our outstanding ordinary shares for up to $500 million. This is in accordance with the share purchase mandate whereby our shareholders approved a repurchase limit of 20% of our issued ordinary shares outstanding at the Extraordinary General Meeting held on the same date as the Board authorization. As of March 31, 2016, shares in the aggregate amount of $242.1(2)    On August 25, 2022, our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $1.0 billion. This is in accordance with the share purchase mandate whereby our shareholders approved a repurchase limit of 20% of our issued ordinary shares outstanding at the Annual General Meeting held on the same date as the Board authorization. As of March 31, 2023, shares in the aggregate amount of $893 million were available to be repurchased under the current plan.

RECENT SALES OF UNREGISTERED SECURITIES
None.
INCOME TAXATION UNDER SINGAPORE LAW
34
Dividends.    Singapore does not impose a withholding tax on dividends. All dividends are tax exempt to shareholders.

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Gains on Disposal.    Under current Singapore tax law there is no tax on capital gains, thus any profits from the disposal of shares are not taxable in Singapore unless the gains arising from the disposal of shares are income in nature and subject to tax, especially if they arise from activities which the Inland Revenue Authority of Singapore regards as the carrying on of a trade or business in Singapore (in which case, the profits on the sale would be taxable as trade profits rather than capital gains).
Shareholders who apply, or who are required to apply, the Singapore Financial Reporting Standard 39 Financial Instruments—Recognition and Measurement ("FRS 39") for the purposes of Singapore income tax may be required to recognize gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39 (as modified by the applicable provisions of Singapore income tax law) even though no sale or disposal of shares is made.
Stamp Duty.    There is no stamp duty payable for holding shares, and no duty is payable on the issue of new shares. When existing shares are acquired in Singapore, a stamp duty of 0.2% is payable on the instrument of transfer of the shares at market value. The stamp duty is borne by the purchaser unless there is an agreement to the contrary. If the instrument of transfer is executed outside of Singapore, the stamp duty must be paid only if the instrument of transfer is received in Singapore.
Estate Taxation.    The estate duty was abolished for deaths occurring on or after February 15, 2008. For deaths prior to February 15, 2008 the following rules apply:
If an individual who is not domiciled in Singapore dies on or after January 1, 2002, no estate tax is payable in Singapore on any of our shares held by the individual.
If property passing upon the death of an individual domiciled in Singapore includes our shares, Singapore estate duty is payable to the extent that the value of the shares aggregated with any other assets subject to Singapore estate duty exceeds S$600,000. Unless other exemptions apply to the other assets, for example, the separate exemption limit for residential properties, any excess beyond S$600,000 will be taxed at 5% on the first S$12,000,000 of the individual's chargeable assets and thereafter at 10%.

An individual shareholder who is a U.S. citizen or resident (for U.S. estate tax purposes) will have the value of the shares included in the individual's gross estate for U.S. estate tax purposes. An individual shareholder generally will be entitled to a tax credit against the shareholder's U.S. estate tax to the extent the individual shareholder actually pays Singapore estate tax on the value of the shares; however, such tax credit is generally limited to the percentage of the U.S. estate tax attributable to the inclusion of the value of the shares included in the shareholder's gross estate for U.S. estate tax purposes, adjusted further by a pro rata apportionment of available exemptions. Individuals who are domiciled in Singapore should consult their own tax advisors regarding the Singapore estate tax consequences of their investment.
Tax Treaties Regarding Withholding.    There is no reciprocal income tax treaty between the U.S. and Singapore regarding withholding taxes on dividends and capital gains.
ITEM 6.    SELECTED FINANCIAL DATA[RESERVED]
These historical results are not necessarily indicative of the results to be expected in the future. The following selected consolidated financial data set forth below was derived from our historical audited consolidated financial statements and is qualified by reference to and should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8, "Financial Statements and Supplementary Data."

 Fiscal Year Ended March 31,
 2016 2015 2014 2013 2012(2)
 (In thousands, except per share amounts)
CONSOLIDATED STATEMENT OF OPERATIONS DATA: 
  
  
  
  
Net sales$24,418,885
 $26,147,916
 $26,108,607
 $23,569,475
 $29,343,029
Cost of sales22,810,824
 24,602,576
 24,609,738
 22,187,393
 27,825,079
Restructuring charges
 
 58,648
 215,834
 
Gross profit1,608,061
 1,545,340
 1,440,221
 1,166,248
 1,517,950
Selling, general and administrative expenses954,890
 844,473
 874,796
 805,235
 877,564
Intangible amortization65,965
 32,035
 28,892
 29,529
 49,572
Restructuring charges
 
 16,663
 11,600
 
Other charges (income), net (1)47,738
 (53,233) 57,512
 (65,190) (19,935)
Interest and other, net84,793
 51,410
 61,904
 56,259
 36,019
Income before income taxes454,675
 670,655
 400,454
 328,815
 574,730
Provision for income taxes10,594
 69,854
 34,860
 26,313
 53,960
Income from continuing operations444,081
 600,801
 365,594
 302,502
 520,770
Loss from discontinued operations, net of tax
 
 
 (25,451) (32,005)
Net Income$444,081
 $600,801
 $365,594
 $277,051
 $488,765
Diluted earnings (loss) per share: 
  
  
  
  
Continuing operations$0.79
 $1.02
 $0.59
 $0.45
 $0.72
Discontinued operations$
 $
 $
 $(0.04) $(0.04)
Total$0.79
 $1.02
 $0.59
 $0.41
 $0.67


 As of March 31,
 2016 2015 2014 2013 2012
 (In thousands)
CONSOLIDATED BALANCE SHEET DATA: 
  
  
  
  
Working capital (3)$1,742,921
 $1,985,809
 $1,744,967
 $1,599,671
 $2,250,484
Total assets12,384,981
 11,652,891
 12,485,035
 10,579,107
 11,023,194
Total long-term debt, excluding current portion2,709,389
 2,025,970
 2,056,233
 1,639,580
 2,142,842
Shareholders' equity (4)2,605,530
 2,396,250
 2,201,679
 2,246,758
 2,283,979


(1)For fiscal years 2016, 2015 and 2014, refer to note 15 to the consolidated financial statements for further discussion.
Other income, net in the fiscal year 2013 includes the fair value change in warrants to purchase common shares of a certain supplier of $74.4 million and loss on sale of two investments.
Other income, net in the fiscal year 2012, relates to the $20.0 million gain on sale of certain international entities.
(2)During the fourth quarter of fiscal year 2012, the Company identified certain accounting errors in the statutory-to-U.S. GAAP adjustments at one of its foreign sites that originated in prior annual periods. Management conducted additional procedures and concluded that these errors were isolated to that location. These errors, which primarily understated cost of sales, totaled $10.4 million and $8.0 million for the fiscal years ended March 31, 2011 and 2010 respectively, and were corrected by the Company as an out-of-period adjustment in the fourth quarter of fiscal year 2012. Management believes the impact of this item, to the fiscal year ended March 31, 2012 and to prior fiscal years was not material. As a result of recording these adjustments in the fourth quarter of fiscal year 2012, net income for the year ended March 31, 2012 was reduced by $24.9 million ($0.03 per share).

(3)Working capital is defined as current assets less current liabilities.

(4)During fiscal year 2014, a previously wholly-owned subsidiary of the Company issued a noncontrolling equity interest to certain third party investors in exchange for $38.6 million in cash for an ownership interest of less than 20% of the outstanding shares in the subsidiary. Accordingly, as of March 31, 2016, 2015 and 2014, the noncontrolling interest has been included on the consolidated balance sheet as a component of total shareholders' equity.
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report on Form 10-KYou should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data.” In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,that involve risks, uncertainties, 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 toassumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors. We discuss factors that we believe could cause or contribute to reflect events or circumstances occurring subsequent to filing this Form 10-K with the Securitiesthese differences below and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those discussedelsewhere in this section and inreport, including those set forth under Item 1A, "Risk“Risk Factors." 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 a globally-recognized, leading providerthe diversified manufacturing partner of innovative design, engineering, manufacturing, and supply chain services and solutionschoice that span from sketch to scaletm; from conceptual sketch to full-scale production. Wehelps market-leading brands design, build ship and service complete packageddeliver innovative products that improve the world. Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, we support the entire product lifecycle with advanced manufacturing solutions and operate one of the most trusted global supply chains. We also provide additional value to customers through a broad array of services, including design and engineering, component services, rapid prototyping, fulfillment, and circular economy solutions. We support a diverse set of industries including cloud, communications, enterprise, automotive, industrial, consumer electronicsdevices, lifestyle, healthcare, and industrial products for original equipment manufacturersenergy. As of March 31, 2023, our three operating and reportable segments were as follows:
Flex Agility Solutions ("OEMs"), through our activities in the following segments: High Reliability Solutions ("HRS"FAS"), which is comprised of our medical businessthe following end markets:
Communications, Enterprise and Cloud ("CEC"), including data infrastructure, edge infrastructure and communications infrastructure
Lifestyle, including appliances, consumer health, digital health, disposables, drug delivery, diagnostics, life sciencespackaging, floorcare, micro mobility and imaging equipment; our automotive business,audio
Consumer Devices, including vehicle electronics, connectivity,mobile and clean technologies; and our defense and aerospace businesses, focused on commercial aviation, defense and military; Consumer Technologies Grouphigh velocity consumer devices.
Flex Reliability Solutions ("CTG"), which

includes our mobile devices business, including smart phones; our consumer electronics business, including connected living, wearable electronics including digital sport, game consoles, and connectivity devices; and our high-volume computing business, including various supply chain solutions for notebook personal computer ("PC"), tablets, and printers; in addition, our CTG group is expanding its business relationships to include supply chain optimization for non-electronics products such as shoes and clothing; Industrial and Emerging Industries ("IEI"FRS"), which is comprised of semiconductorthe following end markets:
Automotive, including next generation mobility, autonomous, connectivity, electrification, and smart technologies
Health Solutions, including medical devices, medical equipment, and drug delivery
Industrial, including capital equipment, office solutions, household industrial devices, and lifestyle, industrial automationrenewables and kiosks, energy and metering, and lighting; and Communications & Enterprise Compute ("CEC"), formerly referred to as Integrated Network Solutions (“INS”), which includes radio access base stations, remote radio heads, and small cells for wireless infrastructure; optical, routing, broadcasting, and switching products forgrid edge.
Nextracker, the data and video networks; server and storage platforms for both enterprise and cloud based deployments; next generation storage and security appliance products; and rack level solutions, converged infrastructureleading provider of intelligent, integrated solar tracker and software defined product solutions.
On July 23, 2015, we introduced our new brandsolutions that are used in utility-scale and websiteground-mounted distributed generation solar projects around the world. Nextracker's products enable solar panels to help us more efficiently manage our business opportunitiesfollow the sun’s movement across the sky and explain our new product and service offerings. We shortened our brand name from Flextronics to “Flex” to signify that our business continues to evolve past the boundaries and confines of electronics alone. Our new tag line, “Live Smarter” highlights our belief that all devices are becoming intelligent and that value will ultimately be created in the “intelligence of things” and the convergence of technologies and digitization of products across multiple industries and market segments.optimize plant performance.
Our strategy is to provide customers with a full range of cost competitive, vertically-integrated global supply chain solutions through which we can design, build, ship and service a complete packaged product for our OEM customers. This enables our OEM customers to leverage our supply chain solutions to meet their product requirements throughout the entire product life cycle.lifecycle.
Over the past few years, we have seen an increased level of diversification by many companies, primarily in the technology sector. Some companies that have historically identified themselves as software providers, Internet service providers or e-commerce retailers have entered the highly competitive and rapidly evolving technology hardware markets, such as mobile devices, home entertainment and wearable devices. This trend has resulted in a significant change in the manufacturing and supply chain solutionssolution requirements of such companies. While the products have become more complex, the supply chain solutions required by such companies have become more customized and demanding, and it has changed the manufacturing and supply chain landscape significantly.
We use a portfolio approach to manage our extensive service offerings. As our OEM customers change the way they go to market, we are ablehave the capability to reorganize and rebalance our business portfolio in order to align with our customers' needs and requirements in an effort to optimize operating results. The objective of our business model is to allow us to be flexible and redeploy and reposition our assets and resources as necessary to meet specific customer'scustomers' supply chain solutionssolution needs across all of the markets we serve and earn a return on our invested capital above the weighted average cost of that capital.
During the past few years, we have made significant efforts to evolve our long-term portfolio towards a higher mix
35

Table of businesses which possess longer product life cycles and higher margins such as reflected in our IEI and HRS businesses. During the last two fiscal years, we launched several programs broadly across our portfolio of services and in some instances we deployed certain new technologies. Some of these programs have started to yield better results, as demonstrated by our segment operating margin improvement while our sales decreased compared to the prior year. We continue to invest in innovation and we have expanded our design and engineering relationships through our product innovation centers.Contents
We believe that our continued business transformation hasis strategically positionedpositioning us to take advantage of the long-term, future growth prospects for outsourcing of advanced manufacturing capabilities, design and engineering services and after-market services,services.
Nextracker IPO
On February 13, 2023, our subsidiary, Nextracker completed an IPO of 30,590,000 shares of its Class A common stock at a public offering price of $24.00 per share, less underwriting discounts and commissions. Upon the closing of the IPO, Flex beneficially owned 61.4% of the total outstanding shares of Nextracker’s capital stock and received net proceeds of approximately $694 million, after deducting approximately $40 million in underwriting discounts. Refer to "Risk Factors - We may not achieve some or all of the intended benefits of Nextracker being a separate, publicly-traded company, which remain strong.could negatively impact our business, financial condition and results of operations."
Following Nextracker's IPO and a series of reorganization transactions, Nextracker now operates under an umbrella partnership C corporation ("Up-C") structure, in which all of the business and affairs of Nextracker LLC (the "LLC") are operated and controlled by Nextracker. See note 1 to the consolidated financial statements in Item 8, “Financial Statements and Supplementary Data” for further information.
Update on the Impact of COVID-19, Component Shortages and Logistical Constraints on our Business
With the series of waves of the global pandemic including follow-on variants of COVID-19, renewed disease control measures were taken during fiscal year 2023 to limit the spread including movement bans and shelter-in-place orders. Although not materially impacting our results in fiscal year 2023, with the lockdowns in China in the first half of fiscal year 2023 and COVID-19 outbreaks in China in the second half of fiscal year 2023, we experienced temporary plant closures and/or restrictions at certain of our manufacturing facilities in China. We continue to closely monitor the situation in all the locations where we operate. Our priority remains the welfare of our employees. Component shortages and logistical constraints improved as the year progressed, however, we continue to see constraints in large-node semiconductors. We continue to carefully monitor potential supply chain disruptions. Refer to “Risk Factors - The COVID-19 pandemic has had, and may in the future again have, a material adverse effect on our business, results of operations and financial condition.” and "— Supply chain disruptions, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, have in the past affected, and may in the future, affect our ability to meet customer demand, lead to higher costs, or result in excess or obsolete inventory. We have been and continue to be adversely affected by supply chain issues, including shortages of required electronic components."
We are continuously evaluating our capital structure in response to the current environment and expect that our current financial condition, including our liquidity sources are adequate to fund future commitments. See additional discussion in the Liquidity and Capital Resources section below.
Russian Invasion of Ukraine
We are monitoring and responding to the conflict in Ukraine and the associated sanctions and other restrictions. As of the date of this report, there is no material impact to our business operations and financial performance in Ukraine. The full impact of the conflict on our business operations and financial performance remains uncertain and will depend on future developments, including the severity and duration of the conflict and its impact on regional and global economic conditions. We will continue to monitor the conflict and assess the related restrictions and other effects and pursue prudent decisions for our team members, customers, and business.
Business Overview
We are one of the world's largest providers of global supply chain solutions, with revenues of $24.4$30.3 billion in the fiscal year 2016.ended March 31, 2023. We have established an extensive network of manufacturing facilities in the world's major consumer electronics and industrialenterprise markets (Asia, the Americas, and Europe) in order to serve the growing outsourcing needs of both multinational and regional OEMs.customers. We design, build, ship, and service consumer electronics and industrialenterprise products for our customers through a network of over 100 facilities in approximately 30 countries across four continents. We also provide intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world. As of March 31, 2016,2023, our total manufacturing capacity was approximately 26.027 million square feet. In fiscal year 2016, our net sales in Asia, the Americas and Europe represented approximately 48%, 34% and 18%, respectively, of our total net sales, based on the location of the manufacturing site. The following tables set forth the relative percentages and dollar amounts of net sales by region and by country, and net property and equipment, by country, based on the location of our manufacturing sites and the relative percentages:


(amounts may not sum due to rounding):
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Fiscal Year Ended March 31,
Fiscal Year Ended March 31,20232022
Net sales:2016 2015 2014
(In thousands) (In millions)
Net sales by region:Net sales by region:
AmericasAmericas$13,773 45 %$10,839 42 %
AsiaAsia10,361 34 %9,601 37 %
EuropeEurope6,212 21 %5,601 21 %
$30,346 $26,041 
Net sales by country:Net sales by country:
MexicoMexico$6,589 22 %$5,059 19 %
China$8,471,036
 35% $9,550,837
 37% $10,521,169
 40%China6,539 22 %6,146 24 %
Mexico3,645,432
 15% 3,512,767
 13% 3,565,803
 14%
U.S.2,767,641
 11% 2,876,359
 11% 2,829,807
 11%U.S.5,020 17 %3,690 14 %
Malaysia2,241,645
 9% 2,300,579
 9% 2,142,437
 8%Malaysia2,448 %1,866 %
Brazil1,839,395
 8% 2,474,291
 9% 1,699,209
 6%Brazil2,046 %2,022 %
HungaryHungary1,310 %1,230 %
Other5,453,736
 22% 5,433,083
 21% 5,350,182
 21%Other6,394 20 %6,028 23 %
$24,418,885
   $26,147,916
  
 $26,108,607
  
$30,346 $26,041  


Fiscal Year Ended March 31,
20232022
(In millions)
Property and equipment, net:
Mexico$763 32 %$626 29 %
U.S.365 16 %354 17 %
China338 14 %299 14 %
Malaysia152 %110 %
Hungary140 %118 %
India96 %129 %
Other495 22 %489 23 %
$2,349 $2,125 
 Fiscal Year Ended March 31,
Property and equipment, net:2016 2015
 (In thousands)
China$789,571
 35% $776,914
 37%
Mexico429,989
 19% 364,435
 17%
U.S.330,778
 15% 314,613
 15%
Malaysia159,787
 7% 165,779
 8%
Brazil121,949
 5% 103,496
 5%
Other425,559
 19% 366,930
 18%
 $2,257,633
   $2,092,167
  

We believe that the combination of our extensive open innovation platform solutions, design and engineering services, advanced supply chain management solutions and services, significant scale and global presence, and industrialmanufacturing campuses in low-cost geographic areas provide us with a competitive advantage and strong differentiation in the market for designing, manufacturing and servicing consumer electronics and industrialenterprise products for leading multinational and regional OEMs.customers. Specifically, we have launched multiple product innovation centers ("PIC") focused exclusively on offeringoffer our customers the ability to simplify their global product development, manufacturing process, and after salesafter-sales services, and enable them to meaningfully accelerate their time to market and cost savings.
Our operating results are affected by a number of factors, including the following:
changes inweak global economic conditions, including inflationary pressures, currency volatility, slower growth or recession, higher interest rates, and geopolitical uncertainty (including the macro-economic environmentongoing conflict between Russia and related changes in consumer demand;Ukraine);


the mix of the manufacturing services we are providing, the number, size, and sizecomplexity of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, shortages of components and other factors;


the effects on our business when our customers are not successful in marketing their products, or when their products do not gain widespread commercial acceptance;

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our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our OEM customers;


the effects that current credit and market conditions (including as a result of the ongoing conflict between Russia and Ukraine) could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations;

the impacts on our business due to component shortages, disruptions in transportation or other supply chain related constraints including as a result of the COVID-19 global pandemic;

the remaining effects of the COVID-19 global pandemic on our business and results of operations;

the effects on our business due to ourcertain customers' products having short product life cycles;lifecycles;


our customers' ability to cancel or delay orders or change production quantities;


our customers' decisions to choose internal manufacturing instead of outsourcing for their product requirements;


our exposure to financially troubled customers;

integration of acquired businesses and facilities;


increased labor costs due to adverse labor conditions in the markets we operate; and


changes in tax legislation.legislation; and

changes in trade regulations and treaties.
We also are subject to other risks as outlined in Item 1A, "Risk Factors."Factors".
Net sales for fiscal year 2016 declined2023 increased approximately 17%, or $4.3 billion, to $30.3 billion from the prior year. The increase in sales was notable in all three segments. Net sales for our FAS segment increased $1.7 billion, or 12%, from the prior year, decreasingdriven by 6.6% or $1.7 billionstrong growth in our CEC business and, to $24.4 billion.a lesser extent, an increase in our Lifestyle business. These increases were driven by a reduced impact from COVID-19 production pressures during the current year versus the prior year, coupled with new program wins, ramps, and clear-to-build improvement. The increases noted in FAS during fiscal year 2023 were partially offset by a decrease wasin our Consumer Devices business primarily due to relatively softer market demand and planned project completions in fiscal year 2022. Net sales for our FRS segment increased $2.1 billion, or 20%, from the prior year, primarily driven by strong increases in sales from our Industrial and Automotive businesses and, to a $1.9 billion decreaselesser extent, an increase in our CTGHealth Solutions business due to strong customer demand and ramps across various end markets coupled with incremental revenues from our Anord Mardix acquisition and the recovery of inflationary costs, despite continued supply constraints. Net sales for our Nextracker segment as well asincreased $0.4 billion, or 31%, from the prior year, primarily driven by an increase in gigawatts delivered and, to a $0.3 billion decreaselesser extent, an increased average selling price which was in our CEC segment, partially offsetpart driven by increasesan increase in our HRS segment by $0.3 billion and our IEI segment by $0.2 billion.recovered logistics costs. Our fiscal year 20162023 gross profit totaled $1.6$2.3 billion, representing an increase of $62.7 million,$0.3 billion, or 4.1%17%, from the prior year. The increase was primarily driven by the overall strong customer demand across various end markets which reflects a richer mixallowed for improved fixed cost absorption, despite continued margin pressures from component shortages, logistics constraints and the pass-through effect of business driven primarily from our HRS and IEI segments and improved operational execution while ramping new customers and programs during fiscal year 2016. inflationary cost recoveries. Our net income totaled $444.1 million,$1.0 billion, representing a decreasean increase of $156.7 million,$0.1 billion, or 26.1%10%, compared to fiscal year 2015. The decrease2022, due to the factors explained above along with lower income taxes in net income during fiscal year 2016 is primarily due to2023, offset by the absence of an increaseapproximate $150 million non-cash gain recorded in stock-based compensation expense, incremental costs associated with our acquisitions of MCi and NEXTracker, and a bad debt expense chargefiscal year 2022 related to the SunEdison bankruptcy announcement.certain tax credits in Brazil and higher interest expense in fiscal year 2023.
Cash provided by operations increased decreased by approximately $0.3$0.1 billion to $1.1 primarily driven by the $0.2 billion for the fiscal year 2016 compared with $0.8 billion for the fiscal year 2015 primarily due to favorabledecrease in changes in operating assets and liabilities. Cash used in investing activities increased approximately $1.2 billion to $1.4 billion for fiscal year 2016 compared with $0.2 billion for fiscal year 2015 primarily from $916.5 million paid for the acquisition of eleven businesses completed during fiscal year 2016. Our average net working capital defined as accounts receivable, including deferred purchase price receivable from our asset-backed securitization programs plus inventory less accounts payable, as a percentageand other, net offset by $0.1 billion increase in net income. Refer to "Liquidity and Capital Resources" section for further details of annualized sales decreased by 0.1% to 7.7%. Ourchanges in working capital and other, net.
We believe adjusted free cash flow which we defineis an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments, fund acquisitions, repurchase company shares and for certain other activities. Our adjusted free cash flow is defined as cash from operating activitiesoperations, less net purchases of property and equipment was $639.5 millionto present adjusted cash flows on a consistent basis for fiscal year 2016 compared to $554.3 million for fiscal year 2015. The increase ininvestor transparency. Our adjusted free cash flow is primarily due to higher cash flows from operations offset by higher net expenditures duringwas $0.3 billion and $0.6 billion for fiscal year 2016 as we thoughtfully invested in capabilitiesyears 2023 and capacity in advance of revenue to reinforce our growing automotive, medical, and energy businesses, as well as support our innovation and sketch-to-scale offering.2022, respectively. Refer to the Liquidity and Capital Resources section for the adjusted free cash flows reconciliation to ourthe most directly comparable GAAP financial measure of cash flows from
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operations. Cash used in investing activities decreased by approximately $0.3 billion to a cash outflow of $0.6 billion for fiscal year 2023, compared with a cash outflow of $1.0 billion for fiscal year 2022, primarily due to $0.5 billion of cash paid for the acquisition of Anord Mardix in fiscal year 2022 offset by an increase of approximately $0.2 billion of cash paid for purchases of property and equipment in fiscal year 2023. Cash provided by financing activities amounted to $249.6 million duringdecreased by approximately $0.3 billion primarily driven by a $0.8 billion increase in net debt repayment partially offset by $0.3 billion in lower share repurchases and a net $0.2 billion increase in Nextracker related proceeds associated with Nextracker’s IPO in fiscal year 2016 which was primarily the result of net proceeds from bank borrowings and long-term debt of $694.5 million mainly resulting from our new debt issuance discussed further in note 72023, compared to the consolidated financial statements, offset byproceeds received from the repurchasessale of approximately 37.9 million ordinary shares at an aggregate purchase value of $420.3 million.Nextracker redeemable preferred units in fiscal year 2022.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "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. Due to the COVID-19 pandemic and its long-term impacts and the ongoing conflict between Russia and Ukraine, there has been and we expect there will continue to be uncertainty and disruption in the global economy and financial markets. We have made estimates and assumptions taking into consideration certain possible impacts due to the COVID-19 pandemic and the Russian invasion of Ukraine. These estimates may change, as new events occur, and additional information is obtained. Actual results may differ from those estimates and assumptions.
We believe the following critical accounting policiesestimates affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. For further discussion of our significant accounting policies, refer to note 2 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data."
Revenue Recognition
In determining the appropriate amount of revenue to recognize, we apply the following steps: (i) identify the contracts with the customers; (ii) identify performance obligations in the contracts; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations per the contracts; and (v) recognize revenue when (or as) we satisfy a performance obligation. Further, we assess whether control of the product or services promised under the contract is transferred to the customer at a point in time (PIT) or over time (OT). We are first required to evaluate whether our contracts meet the criteria for OT recognition. We have determined that for a portion of our contracts, we are manufacturing products for which there is no alternative use (due to the unique nature of the customer-specific product and intellectual property restrictions) and we have an enforceable right to payment including a reasonable profit for work-in-progress inventory with respect to these contracts. For certain other contracts, the Company’s performance creates and enhances an asset that the customer controls as the Company performs under the contract. As a result, revenue is recognized under these contracts OT based on the cost-to-cost method as it best depicts the transfer of control to the customer based on the ratio of costs incurred to date as compared to the total estimated costs at completion of the performance obligation. For all other contracts that do not meet these criteria, we recognize manufacturing revenue when we ship goods orhave transferred control of the goods are received by our customer,related manufactured products which generally occurs upon delivery and passage of title and risk of ownership have passed, the price to the buyer is fixed or determinable and recoverability is reasonably assured. Generally, there are no formal substantive customer acceptance requirements or further obligations related to manufacturing services. If such requirements or obligations exist, then we recognize the related revenues at the time when such requirements are completed and the obligations are fulfilled. Some of our customer contracts allow us to recover certain costs related to manufacturing services that are over and above the prices we charge for the related products. We determine the amount of costs that are recoverable based on historical experiences and agreements with those customers. Also, certain customer contracts may contain certain commitments and obligations that may result in additional expenses or decrease in revenue. We accrue for these commitments and obligations based on facts and circumstances and contractual terms. We also make provisions for estimated sales returns and other adjustments at the time revenue is recognized based upon contractual terms and an analysis of historical returns. Provisions for sales returns and other adjustments were not material to our consolidated financial statements for any of the periods presented.
We provide a comprehensive suite of services for our customers that range from advanced product design to manufacturing and logistics to after-sales services. We recognize service revenue when the services have been performed, and

the related costs are expensed as incurred. Our net sales for services were less than 10% of our total sales for all periods presented, and accordingly, are included in net sales in the consolidated statements of operations.
Customer Credit Risk
We have an established customer credit policy through which we manage customer credit exposures through credit evaluations, credit limit setting, monitoring, and enforcement of credit limits for new and existing customers. We perform ongoing credit evaluations of our customers' financial condition and make provisions for doubtful accounts based on the outcome of those credit evaluations. We evaluate the collectability of accounts receivable based on specific customer circumstances, current economic trends, historical experience with collections and the age of past due receivables. To the extent we identify exposures as a result of credit or customer evaluations, we also review other customer related exposures, including but not limited to inventory and related contractual obligations. On April 21, 2016, one of our customers, SunEdison, Inc. (together with certain of its subsidiaries, "SunEdison"), filed a petition for reorganization under bankruptcy law. For the fiscal year ended March 31, 2016, we recognized approximately $61.0 million in charges for provisions of accounts receivable associated with our outstanding SunEdison receivables. The estimates underlying our recorded provisions, as well as consideration of other potential customer bankruptcy-related contingencies associated with the SunEdison bankruptcy proceedings, are based on the facts currently known to us. If these facts change, the provisions are subject to change or we could recognize additional charges, either of which could be material.
Restructuring Charges
We recognize restructuring charges related to our plans to close or consolidate excess manufacturing and administrative facilities and to realign our corporate cost structure. In connection with these activities, we recognize restructuring charges for employee termination costs, long-lived asset impairment and other exit-related costs.
The recognition of these restructuring charges requires that we make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned exit activity. To the extent our actual results differ from our estimates and assumptions, we may be required to revise the estimates of future liabilities, requiring the recognition of additional restructuring charges or the reduction of liabilities already recognized. Such changes to previously estimated amounts may be material to the consolidated financial statements. At the end of each reporting period, we evaluate the remaining accrued balances to ensure that no excess accruals are retained and the utilization of the provisions are for their intended purpose in accordance with developed exit plans.
customer. Refer to note 144 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further discussiondetails.
Customer Contracts and Related Obligations
Certain of our restructuring activities.customer agreements include potential price adjustments which may result in variable consideration. These price adjustments include, but are not limited to, sharing of cost savings, committed price reductions, material margins earned over the period that are contractually required to be paid to the customers, rebates, refunds tied to performance metrics such as on-time delivery, and other periodic pricing resets that may be refundable to customers. We estimate the variable consideration related to these price adjustments as part of the total transaction price and recognize revenue in accordance with the pattern applicable to the performance obligation, subject to a constraint. We constrain the amount of revenues recognized for these contractual provisions based on our best estimate of the amount which will not result in a significant reversal of revenue in a future period. We determine the amounts to be recognized based on the amount of potential refunds required by the contract, historical experience and other surrounding facts and circumstances. Refer to note 4 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further details.
Inventory Valuation
Our inventories are stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Our industry is characterized by rapid technological change, short-term customer commitments and rapid changes in demand. We purchase our inventory based on forecasted demand and anticipated component shortages, and we estimate write downs for excess and obsolete inventory based on our regular reviews of inventory quantities on hand, and the latest forecasts of product demand and production requirements from our customers. If actual market conditions or our customers' product demands are less favorable
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than those projected, additional write downs may be required. In addition, unanticipated changes in the liquidity or financial position of our customers and/or changes in economic conditions may require additional write downs for inventories due to our customers' inability to fulfill their contractual obligations with regards to inventory procured to fulfill customer demand.
Carrying Value of Long-Lived Assets
We review property and equipment and acquired amortizable intangible assets for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. An impairment loss is recognized when the carrying amount of these long-lived assetsthe asset group exceeds theirits fair value. Recoverability of property and equipment and acquired amortizable intangible assets are measured by comparing their carrying amount to the projected cash flows the assets are expected to generate. If such assetsasset groups are determined to be impaired, the impairment loss recognized, if any, is the amount by which the carrying amount of the property and equipment and acquired amortizable intangible assets exceeds fair value. Our judgments regarding projected cash flows for an extended period of time and the fair value of assets may be impacted by changes in market conditions, the general business environment and other factors.factors including future developments of the remaining effects of the COVID-19 pandemic and the ongoing conflict between Russia and Ukraine, which remain highly uncertain and unpredictable. To the extent our estimates relating to cash flows and fair value of assets change adversely we may have to recognize additionalmaterial impairment charges in the future.
Goodwill
Goodwill is tested for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit, which is measured based upon, among other factors, market multiples for comparable companies as well as a discounted cash flow analysis. The Company performed its goodwill impairment assessment on January 1, 2016These approaches use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy and determined that no impairment existed asrequire us to make various judgmental assumptions about sales, operating margins, growth rates and discount rates which consider our budgets, business plans and economic projections, and are believed to reflect market participant views. Some of the dateinherent estimates and assumptions used in determining fair value of the impairment test becausereporting units are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings. While we believe we have made reasonable estimates and assumptions to calculate the fair value of eachthe reporting unit exceeded its carrying value.
Inventory Valuation
Our inventoriesunits, it is possible a material change could occur. If our actual results are stated atnot consistent with our estimates and assumptions used to calculate fair value, it could result in material impairments of our goodwill. Refer to note 2 to the lower of cost (on a first-in, first-out basis) or market value. Our industry is characterized by rapid technological change, short-term customer commitmentsconsolidated financial statements in Item 8, "Financial Statements and rapid changes in demand. We purchase our inventory based on forecasted demand, and we estimate write downsSupplementary Data" for excess and obsolete inventory basedfurther detail on our regular reviewsgoodwill.
Noncontrolling Interest
Interests held by third parties in a consolidated majority-owned subsidiary are presented as noncontrolling interest, which represents the noncontrolling equity holders' interest in the underlying net assets of inventory quantities on hand, and the latest forecasts of product demand and production requirements from our customers. If

actual market conditions or our customers' product demands are less favorable than those projected, additional write downsconsolidated majority-owned subsidiary. Noncontrolling interest, where we may be required. In addition, unanticipated changesrequired to repurchase the noncontrolling interest under a contractual redemption requirement, is reported in the liquidity orconsolidated balance sheets between liabilities and equity, as redeemable noncontrolling interest (“RNCI”). Refer to note 7 to the consolidated financial position of our customers and/or changesstatements in economic conditions may require additional write downsItem 8, "Financial Statements and Supplementary Data" for inventories due to our customers' inability to fulfill their contractual obligations with regard to inventory procured to fulfill customer demand.
Contingent Liabilities
We may be exposed to certain liabilities relating to our business operations, acquisitions of businesses and assets and other activities. We make provisions for such liabilities when it is probable that the settlement of the liability will result in an outflow of economic resources or the impairment of an asset. We make these assessments based on facts and circumstances that may change in the future resulting in additional expenses.further discussion.
Income Taxes
Our deferred income tax assets represent temporary differences between the carrying amount and the tax basis of existing assets and liabilities, which will result in deductible amounts in future years, including net operating loss carry forwards. Based on estimates, the carrying value of our net deferred tax assets assumes that it is more likely than not that we will be able to generate sufficient future taxable income in certain tax jurisdictions to realize these deferred income tax assets. Our judgments regarding future profitability may change due to future market conditions, changes in U.S. or international tax laws and other factors. If these estimates and related assumptions change in the future, we may be required to increase or decrease our valuation allowance against deferred tax assets previously recognized, resulting in additional or lesser income tax expense.
We are regularly subject to tax return audits and examinations by various taxing jurisdictions and around the world, and there can be no assurance that the final determination of any tax examinations will not be materially different than that which is reflected in our income tax provisions and accruals. Should additional taxes be assessed as a result of a current or future examination, there could be a material adverse effect on our tax position, operating results, financial position and cash flows. Refer to note 1315 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further discussion of our tax position.
Translation
40

Table of Foreign CurrenciesContents
The financial position and results of operations for certain of our subsidiaries are measured using a currency other than the U.S. dollar as their functional currency. Accordingly, all assets and liabilities for these subsidiaries are translated into U.S. dollars at the current exchange rates as of the respective balance sheet dates. Revenue and expense items are translated at the average exchange rates prevailing during the period. Cumulative gains and losses from the translation of these subsidiaries' financial statements are reported as other comprehensive loss, a component of shareholders' equity. Foreign exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved, and re-measurement adjustments for foreign operations where the U.S. dollar is the functional currency, are included in operating results.

RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain statements of operations data expressed as a percentage of net sales.sales (amounts may not sum due to rounding). The financial information and the discussion below should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8, "Financial Statements and Supplementary Data." As further discussed in note 2 to the consolidated financial statements in Item 8, the prior year amounts related to equity in earnings from our unconsolidated investments previously was included in the "other charges (income), net" caption and are now presented separately under "equity in earnings of unconsolidated affiliates" in the consolidated statements of operations. For comparability purposes, the prior periods have been recast to conform to the current presentation. The reclassifications had no effect on the previously reported results of operations.
For a discussion of our results of operations for the fiscal year ended March 31, 2022 compared to the fiscal year ended March 31, 2021, refer to 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, 2022.
The data below, and discussion that follows, represents our results from operations.operations, and relative percentages.

Fiscal Year Ended
March 31,
Fiscal Year Ended
March 31,
2016 2015 2014 20232022
Net sales100.0% 100.0 % 100.0%Net sales100.0 %100.0 %
Cost of sales93.4
 94.1
 94.3
Cost of sales92.4 92.5 
Restructuring charges
 
 0.2
Restructuring charges0.1 0.1 
Gross profit6.6
 5.9
 5.5
Gross profit7.5 7.4 
Selling, general and administrative expenses3.9
 3.2
 3.4
Selling, general and administrative expenses3.3 3.4 
Intangible amortization0.3
 0.1
 0.1
Intangible amortization0.3 0.3 
Restructuring charges
 
 0.1
Restructuring charges— — 
Operating incomeOperating income3.9 3.7 
Interest, netInterest, net0.7 0.6 
Other charges (income), net0.2
 (0.2) 0.2
Other charges (income), net— (0.7)
Interest and other, net0.3
 0.2
 0.2
Equity in earnings (losses) of unconsolidated affiliatesEquity in earnings (losses) of unconsolidated affiliates— (0.2)
Income before income taxes1.9
 2.6
 1.5
Income before income taxes3.2 4.0 
Provision for income taxes
 0.3
 0.1
Net Income1.9% 2.3 % 1.4%
Provision for (benefit from) income taxesProvision for (benefit from) income taxes(0.2)0.4 
Net incomeNet income3.4 %3.6 %
Net income attributable to noncontrolling interest and redeemable noncontrolling interestNet income attributable to noncontrolling interest and redeemable noncontrolling interest0.8 — 
Net income attributable to Flex Ltd.Net income attributable to Flex Ltd.2.6 %3.6 %
Net sales
Net sales during fiscal year 2016 totaled $24.4 billion, representing a decrease of $1.7 billion, or 6.6%, from $26.1 billion during fiscal year 2015. During fiscal year 2016, net sales decreased $1.2 billion in Asia, $0.6 billion in the Americas, and $14.7 million in Europe.
Net sales during fiscal year 2015 totaled $26.1 billion, representing an increase of $39.3 million, or 0.2%, from $26.1 billion during fiscal year 2014. During fiscal year 2015, net sales increased $0.7 billion in the Americas and $0.1 billion in Europe, offset by a decrease of $0.8 billion in Asia.
The following table sets forth our net sales by segmentssegment, and their relative percentages. Historical information has been recastpercentages:
Fiscal Year Ended March 31,
20232022
Net sales:(In millions)
Flex Agility Solutions$15,769 52 %$14,027 54 %
Flex Reliability Solutions12,733 42 %10,603 41 %
Nextracker1,903 %1,458 %
Intersegment eliminations(59)— %(47)— %
$30,346 $26,041 

Net sales for the fiscal year ended March 31, 2023 totaled $30.3 billion, representing an increase of approximately $4.3 billion, or 17%, from $26.0 billion for the fiscal year ended March 31, 2022. Net sales for our FAS segment increased $1.7 billion, or 12%, from the prior year, mainly due to reflect realignmentan increase in net sales of customers and/or products between segments:30% in our CEC business and 2% in our Lifestyle business due to new ramps, customer expansion, along with some effect from inflation pass-through while overcoming challenges from supply constraints. These increases in FAS were offset by a 19% decrease in net sales in our Consumer
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 Fiscal Year Ended March 31,
Segments:2016 2015 2014
 (In thousands)
Communications & Enterprise Compute$8,841,642
 36% $9,191,211
 35% $9,688,023
 37%
Consumer Technologies Group6,997,526
 29% 8,940,043
 34% 9,357,635
 36%
Industrial & Emerging Industries4,680,718
 19% 4,459,351
 17% 3,787,838
 15%
High Reliability Solutions3,898,999
 16% 3,557,311
 14% 3,275,111
 13%
 $24,418,885
  
 $26,147,916
  
 $26,108,607
  
Devices business due to relatively softer market demand and a planned project completion in the fiscal year ended 2022. Net sales in our FRS segment increased $2.1 billion, or 20%, driven primarily by an increase of 24% in net sales in our Industrial business, a 22% increase in our Automotive business, and a 9% increase in our Health Solutions business from the prior year due to strong customer demand and ramps across various end markets coupled with incremental revenues from our Anord Mardix acquisition and the recovery of inflationary costs, despite continued supply constraints. Net sales for our Nextracker segment increased $0.4 billion, or 31%, from the prior year driven by an increase in gigawatts delivered and, to a lesser extent, an increased average selling price which was in part driven by an increase in recovered logistics costs.
Net sales during fiscal year 2016 decreased $1.9increased across all regions with a $2.9 billion or 21.7%increase to $13.8 billion in the CTG segmentAmericas, a $0.8 billion increase to $10.4 billion in Asia, and $349.6 million or 3.8%a $0.6 billion increase to $6.2 billion in the CEC segment. The drop in CTG was due to a decline in demand from our largest customer in our mobile business offset by expansion across wearables, connected home and gaming markets. The decrease in CEC is primarily attributable to lower sales within our server and storage business. These decreases were partially offset by a $341.7 million or 9.6% increase in sales from our HRS segment, and by a $221.4 million or 5.0% increase in sales from our IEI segment. These increases in HRS and IEI were attributable to an increase across multiple product categories and customers, most notably in our household, energy, automotive, and medical businesses primarily as a result of our strategic acquisitions in both segments referred to below.Europe.

Net sales during fiscal year 2015 increased $0.7 billion or 17.7% in the IEI segment and $0.3 billion or 8.6% in the HRS segment. The increase in revenue from our IEI segment is primarily attributable to a broad increase across multiple product categories and customers, most notably in our energy and our household industrial and lifestyle businesses. The increased revenue from our HRS segment is primarily due to a higher demand from our medical customers, and greater sales to our automotive customers as a result of an increased use of electronics throughout vehicles in areas such as in-car connectivity, LED lighting, and power management. The increase in these segments was partially offset by a $0.5 billion or 5.1% decrease in sales from our CEC segment, and by a $0.4 billion or 4.5% decrease in sales from our CTG segment. The decrease in revenue in our CEC segment is primarily attributable to broad softness in our telecom businesses directly due to decreased demand for our customer products from North American carriers. The decrease in revenue in our CTG segment is primarily due to softness in our personal computing business.
Our ten largest customers during fiscal years 2016, 20152023 and 20142022 accounted for approximately 46%, 50% and 52%34% of net sales, respectively. During fiscal years 2016, 2015sales. We have made substantial efforts to diversify our portfolio which allows us to operate at scale in many different industries, and, 2014, only Lenovo/Motorola (including net sales from its former parent, Google, up to the point in time when Motorola Mobility was acquired by Lenovo and including net sales from Lenovo thereafter), which is reflected in our CTG segment,as a result, no customer accounted for greater than 10% of net sales. Going forward, we do not expect Motorola Mobility to account for greater than 10%sales in fiscal years 2023 or 2022.
Cost of our net sales.sales
Gross profit
Gross profitCost of sales is affected by a number of factors, including the number and size of new manufacturing programs, product mix, labor cost fluctuations by region, component costs and availability and capacity utilization.
Cost of sales during fiscal year 2023 totaled $28.1 billion, representing an increase of approximately $4.0 billion, or 16% from $24.1 billion during fiscal year 2022. The increase in cost of sales is most notable in our FRS segment. Cost of sales in FRS for fiscal year 2023 increased $2.0 billion, or approximately 21% from fiscal year 2022, which is in line with the 20% increase in revenue, primarily as a result of higher revenue in our Industrial and Automotive businesses. Cost of sales in FAS increased $1.6 billion, or approximately 12%, from fiscal year 2022, which is relatively consistent with the 12% increase in revenue, primarily as a result of higher revenue in our CEC and Lifestyle businesses, and partially offset by improved efficiencies. Cost of sales in our Nextracker segment increased $0.3 billion, or approximately 23% from fiscal year 2022, primarily due to the 31% increase in sales noted above, partially offset by improved recovery on freight and logistics cost increases.
Gross profit
Gross profit is affected by a fluctuation in costs of sales elements as outlined above and further by a number of factors, including product life cycles,lifecycles, unit volumes, product mix, pricing, competition, new product introductions, capacity utilization and the expansion andor consolidation of manufacturing facilities.facilities, as well as specific restructuring activities initiated from time to time. The flexible design of our manufacturing processes allows us to buildmanufacture a broad range of products in our facilities and better utilize our manufacturing capacity.capacity across our diverse geographic footprint and service customers from all segments. In the casescase of new programs, profitability normally lags revenue growth due to product start-up costs, lower manufacturing program volumes in the start-up phase, operational inefficiencies, and under-absorbed overhead. Gross margin for these programs often improves over time as manufacturing volumes increase, as our utilization rates and overhead absorption improve, and as we increase the level of manufacturing services content. As a result of these various factors, our gross margin varies from period to period.
Gross profit during fiscal year 20162023 increased $62.7 million$0.3 billion to $1.6$2.3 billion, or 7.5% of net sales, from $1.5$1.9 billion, or 7.4% of net sales, during fiscal year 2015 reflecting a richer mix of business and improved operational execution while ramping new customers and programs during fiscal year 2016. Gross margin increased to 6.6% of net sales2022. The increase in fiscal year 2016 as compared with 5.9% of net sales in fiscal year 2015. Gross margins improved 70 basis points in fiscal year 2016 compared to that of fiscal year 2015 due to proportionate increased share of our total revenue attributable to our HRS and IEI segments coupled with their increased profitability primarily driven by our acquisitions of Mirror Controls International ("MCi") and NEXTracker Inc. ("NEXTracker").
Grossgross profit during fiscal year 2015 increased $105.1 million to $1.5 billion2023 primarily resulted from $1.4 billion during fiscal year 2014. Gross margin increased to 5.9%the overall stronger customer demand across various end markets which allowed for improved fixed cost absorption, despite continued pressure on margins from component shortages, logistics constraints and the pass-through effect of net sales in fiscal year 2015 as compared with 5.5% of net sales in fiscal year 2014. Gross margins improved 40 basis points in fiscal year 2015inflationary cost recoveries, compared to that of fiscal year 2014 due to restructuring charges in fiscal year 2014 in the amount of $58.6 million, or 20 basis points included in cost of sales. There were no restructuring charges in fiscal year 2015. Further, gross margin in fiscal year 2015 improved as a result of increased revenue from our IEI and HRS segments as a percentage of our total revenues overall, which yield higher margins than our CTG and CEC segments, and better than expected execution on certain products, some of which were reaching end of life.prior year.
Segment income
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 basedstock-based compensation, customer related asset recoveries, restructuring charges, certain bad debt charges,legal and other, interest, net, other charges (income), net, and interest and other, net.equity in earnings of unconsolidated affiliates. A portion of amortization and depreciation is allocated to the respective segmentsegments, together with other general corporate, research and development and administrative expenses.
The following table sets forth segment income and margins. Historical information has been recastSegment margins in the table below may not recalculate exactly due to reflect realignmentrounding.
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Table of customers and/or products between segments:

 Fiscal Year Ended March 31,
 2016 2015 2014
 (In thousands)
Segment income & margin:           
CEC$265,076
 3.0% $257,323
 2.8% $259,329
 2.7%
CTG163,677
 2.3% 218,251
 2.4% 125,171
 1.3%
IEI157,588
 3.4% 131,956
 3.0% 127,085
 3.4%
HRS294,635
 7.6% 227,595
 6.4% 221,402
 6.8%
Corporate and Other(89,219)   (83,988)   (68,475)  
   Total segment income791,757
 3.2% 751,137
 2.9% 664,512
 2.5%
Reconciling items:           
Intangible amortization65,965
   32,035
   28,892
  
Stock-based compensation77,580
   50,270
   40,439
  
Restructuring charges (2)
   
   75,311
  
Bad debt charge (1)61,006
   
   
  
Other charges (income), net47,738
   (53,233)   57,512
  
Interest and other, net84,793
   51,410
   61,904
  
Income before income taxes$454,675
   $670,655
   $400,454
  
(1)On April 21, 2016, one of our customers, SunEdison, filed a petition for reorganization under bankruptcy law. During the fiscal year ended March 31, 2016, we recognized a bad debt reserve charge of $61.0 million associated with our outstanding SunEdison receivables. This charge is included in selling, general and administrative expenses in the consolidated statement of operations but is excluded from the measurement of the Company's operating segment's performance. Refer to note 2 to the consolidated financial statements for additional information regarding this charge.
(2)During the fiscal year ended March 31, 2014, the Company recognized restructuring charges of approximately $75.3 million. The costs associated with these restructuring activities include employee severance, other personnel costs, non-cash impairment charges on equipment no longer in use and to be disposed of, and other exit related costs due to facility closures or rationalizations. Refer to note 14 to the consolidated financial statements for additional information regarding these charges.

 Fiscal Year Ended March 31,
 20232022
 (In millions)
Segment income:
Flex Agility Solutions$694 4.4 %$605 4.3 %
Flex Reliability Solutions607 4.8 %546 5.1 %
Nextracker203 10.7 %90 6.2 %
CEC
FAS segment margin increased 20 basis points, for fiscal year 2016, from 2.8% during fiscal year 2015. The improvements are driven by favorable product mix changes from new program offerings, higher utilization levels and strong operational execution across multiple customers and facilities, offset by incremental engineering spend as we continue to invest in expanding our capabilities. CEC segment marginmargin increased 10 basis points, to 4.4% for fiscal year 2015,2023, from 2.7%4.3% for fiscal year 2022. The margin increase during the period was driven by strong execution against new project ramps and product mix, partially offset by elevated costs due to component shortages and logistics constraints and the effect of certain inflation pass-through recoveries.
FRS segment margin decreased 30 basis points, to 4.8% for fiscal year 2023, from 5.1% for fiscal year 2022. The margin decrease in the FRS segment was primarily driven by component shortage-related production disruptions, inflationary cost pressures as well as program investments impacting our Automotive and Health Solutions businesses during fiscal year 2014, also as a result of favorable product mix changes during fiscal 2015.2023.

CTGNextracker segment margin slightly decreased 10increased 450 basis points, to 10.7% for fiscal year 2016,2023, from 2.4% during fiscal year 2015, due primarily to the soft macro economy, notably in Brazil, which impacted consumer business, partially offset by a portfolio shift within the CTG product mix focusing on higher margin consumer electronic products. CTG segment margin increased 110 basis points6.2% for fiscal year 2015, from 1.3% during fiscal year 2014,2022 driven primarily attributable to a portfolio shift within the CTG product mix coupledby improved pricing and better cost controls and better cost absorption with better execution on certain products some of which were going end of life.

IEI segment margin increased 40 basis points to 3.4% for fiscal year 2016, from 3.0% during fiscal year 2015. This is primarily due to strong operational execution and higher utilization levels coupled with contribution from our NEXTracker acquisition that contributed higher margins for the second half of fiscal year 2016. Fiscal year 2015 also included underperformance of certain programs, delayed and inefficient ramps for new programs. IEI segment margin decreased 40 basis points to 3.0% for fiscal year 2015, from 3.4% during fiscal year 2014 due to operational challenges and underperformance of certain programs during fiscal year 2015 as mentioned above.

HRS segment margin increased 120 basis points to 7.6% for fiscal year 2016, from 6.4% during fiscal year 2015. The improvements are primarily due to additional flow through from the increase in revenue from new programs and contribution from our MCi acquisition starting in our second quarter of fiscal year 2016 in addition to greater value-added business engagements due to greater design and engineering solutions as part of our sketch to scaletm offering. HRS segment margin

decreased 40 basis points to 6.4% for fiscal year 2015, from 6.8% for fiscal year 2014 primarily as a result of comparatively higher ramp costs for new programs during fiscal 2015.
revenue.
Restructuring charges
In responseWe continued to a challenging macroeconomic environment, we initiatedidentify certain restructuring activities instructural changes to restructure the business throughout fiscal year 2014 to improve our operational efficiencies by reducing excess workforce and capacity. There were no material restructuring activities during fiscal years 2016 and 2015. The fiscal year 2014 restructuring activities were intended to realign our corporate cost structure, and rationalize our global manufacturing capacity and infrastructure which will further shift manufacturing capacity to locations with higher efficiencies.
2023. During fiscal year 2014,2023, we recognized $75.3approximately $27 million of pre-tax restructuring charges, comprised of $73.4 million of cash charges predominantlyprimarily related to employee severance costs and $1.9severance. During fiscal year 2022, we recognized approximately $15 million of non-cashrestructuring charges, primarily related to asset impairment. The restructuring charges by geographic region amounted to $34.5 million in Asia, $24.9 million in the Americas and $15.9 million in Europe. We classified $58.6 million of the charges incurred in fiscal year 2014 as a component of cost of sales and $16.7 million as a component of selling, general and administrative expenses.
As of March 31, 2014 all plans had been completed. As of March 31, 2016, accrued costs relating to restructuring charges were $13.2 million of which $2.5 million was classified as a current obligation. As of March 31, 2015, accrued costs relating to restructuring charges were $15.1 million of which $3.5 million was classified as a current obligation.employee severance.
Refer to note 1416 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further discussion of our restructuring activities.
Selling, general and administrative expenses
Selling, general and administrative expenses ("SG&A") totaled $954.9 million$1.0 billion, or 3.9%3.3% of net sales, during fiscal year 2016,2023, compared to $844.5 million, or 3.2% of net sales, during fiscal year 2015, increasing by $110.4 million or 13.1%. The increase in SG&A in dollars and as a percentage of net sales is primarily the result of an increase in costs associated with research, development and design activities, as we continued to deploy resources to meet the needs of our customers and explore new product innovations, increases in stock-based compensation expense, incremental costs associated with our acquisitions of MCi and NEXTracker both of which drive a higher proportional SG&A level, and a bad debt reserve charge associated with our outstanding SunEdison receivables of $61.0 million as a result of SunEdison's bankruptcy filing.
SG&A totaled $844.5 million or 3.2% of net sales, during fiscal year 2015, compared to $874.8 million,$0.9 billion, or 3.4% of net sales, during fiscal year 2014, decreasing2022, increasing by $30.3$103 million or 3.5%. The decrease in12%, which reflects our enhanced cost control efforts to support higher revenue growth while keeping our SG&A in dollars and as a percentage of net sales is primarily the result of our cost reduction measures that we undertook in fiscal year 2015 and rationalization efforts carried out in fiscal year 2014, partially offset by an approximate $8.9 million increase in non-cash stock-based compensation.
We recognized research and development costs primarily related to our design and innovations businesses of $75.5 million, $35.2 million, and $30.0 million for the fiscal years ended March 31, 2016, 2015 and 2014, respectively.expenses relatively flat.
Intangible amortization
Amortization of intangible assets in fiscal year 2016 increased by $33.9years 2023 and 2022 were $82 million to $66.0and $68 million, from $32.0respectively, representing an increase of $14 million, infrom fiscal year 2015,2022, primarily as a result of incrementaldue to amortization expense on intangiblesrelated to new intangible assets relating to our acquisitionsfrom the Anord Mardix acquisition completed in December 2021, partially offset by certain intangible assets being fully amortized during the fiscal year 2016.2023.
Amortization of intangible assets inInterest, net
Interest, net was $201 million during fiscal year 2015 increased by $3.12023, compared to $152 million to $32.0 million from $28.9 million induring fiscal year 2014,2022, increasing $49 million primarily as a result of customer-related intangibles in connection with our acquisitions and the purchase of certain technology rightsdue to higher variable interest expense during the fiscal year 2015.2023.
Other charges (income), net
During fiscal year 2016,2023, we recognizedrecorded $5 million of other charges, of $47.7net, compared to $164 million primarily due to a $26.8 million loss on the disposition of a non-strategic Western European manufacturing facility which included a non cash foreign currency translation loss of $25.3 million, and $21.8 million from the impairment of a non-core investment. These were offset by a non-cash foreign currency translation gain of $4.2 million, as further discussed in note 15 to the consolidated financial statements.
During fiscal year 2015, we recognized other income, of $53.2 million principally as a result of the reversal of a contractual obligation with a certain customer recognized during the fiscal year 2014 in the amount of $55.0 million. We executed an amendment to the customer contract during fiscal year 2015 which relieved us of commitment performance as was defined in an existing customer manufacturing agreement. We also recognized an $11.0 million loss in connection with the

disposition of a manufacturing facility in Western Europe. Further, we recognized a net, gain for the sale of a certain investment, which primarily comprises the balance for other income in fiscal year 2015 net of the above items.
During2022, which was primarily driven by a $150 million gain related to a Brazilian tax credit recognized in fiscal year 2014, we recognized other charges of $57.52022 coupled with $25 million primarily duereduction in foreign exchange transaction gains compared to the contractual obligation of $55.0 million discussed above. Additionally, we exercised warrants to purchase common shares of a supplier and sold the underlying shares for a loss of $7.1 million, offset by a gain of $4.6 million recognized in connection with the sales of certain investments.
Interest and other, net
Interest and other, net was $84.8 million during fiscal year 2016 compared2022.
Refer to $51.4 million during fiscal year 2015. The increase in interest and other, net of $33.4 million was primarily due to a $23.5 million increase of interest expense from the 4.750% Notes issued during the current year as further discussed in note 717 to the consolidated financial statements as well as $8.0in Item 8, "Financial Statements and Supplementary Data" for further discussion of our other charges (income), net.
Equity in earnings (losses) of unconsolidated affiliates
During fiscal year 2023, we recorded $4 million of acquisition-related costs incurredequity in losses of unconsolidated affiliates, compared to $61 million of equity in earnings of unconsolidated affiliates during fiscal year 2016, primarily for our acquisition of MCi.
Interest and other, net was $51.4 million2022. The decrease during fiscal year 2015 compared to $61.9 million during fiscal year 2014. The decrease in interest and other, net2023 was primarily due to a gain associated with minority interest from anlower investment an increase in foreign currencyfund gains relating to the Chinese RMB, and a decrease in interest expense as a result of refinancing of certain debt facilities during the latter part ofversus fiscal year 2014.2022, resulting from discrete market events such as initial public offerings and financing rounds completed by certain companies included in those funds.
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Income taxes
We work to ensure that we accrue and pay the appropriate amount of income taxes according to the laws and regulations of each jurisdiction in which we operate. Certain of our subsidiaries have, at various times, been granted tax relief in their respective countries, resulting in lower income taxes than would otherwise be the case under ordinary tax rates. The consolidated effective tax rates were 2.3%, 10.4%(6.1)% and 8.7%10.0% for the fiscal years 2016, 20152023 and 2014,2022, respectively. The effective rate varies from the Singapore statutory rate of 17.0% in each year as a result of the following items:
Fiscal Year Ended March 31,
20232022
Income taxes based on domestic statutory rates17.0 %17.0 %
Effect of jurisdictional tax rate differential0.5 (10.9)
Change in unrecognized tax benefit(0.7)1.1 
Change in valuation allowance(4.8)1.1 
Foreign exchange movement on prior year taxes recoverable0.4 (0.9)
Tax impacts related to sale of Nextracker1.6 1.2 
APB 23 tax liability— 0.1 
Restructuring of Nextracker LLC interest(20.0)— 
Other(0.1)1.3 
Provision for (benefit from) income taxes(6.1)%10.0 %
 Fiscal Year Ended March 31,
 2016 2015 2014
Income taxes based on domestic statutory rates17.0 % 17.0 % 17.0 %
Effect of tax rate differential(16.1) (12.1) (17.1)
Intangible amortization2.4
 0.8
 1.2
Change in liability for uncertain tax positions(3.0) 4.4
 (0.5)
Change in valuation allowance0.2
 0.4
 6.7
Other1.8
 (0.1) 1.4
Provision for income taxes2.3 % 10.4 % 8.7 %

The variation in our effective tax rate each year is primarily a result of recognition of earnings in foreign jurisdictions which are taxed at rates lower than the Singapore statutory rate including the effect of tax holidays and tax incentives we received primarily for our subsidiaries in China, Malaysia, Costa Rica, Netherlands and Israel of $6.6 million, $9.8$14 million and $15.2$23 million in fiscal years 2016, 20152023 and 2014,2022, respectively. The primary driver of the negative effective tax rate for fiscal year 2023 relates to the recording of a $195 million deferred tax asset, with an offsetting entry to income tax benefit fully attributable to noncontrolling interest in connection with the Nextracker IPO whereby Nextracker Inc. purchased Nextracker LLC units from a related Flex U.S. subsidiary. Additionally, our effective tax rate is impacted by changes in our liabilities for uncertain tax positions of ($13.7) million, $29.77) million, and ($2.2)$12 million and changes in our valuation allowances on deferred tax assets of $1.0 million, $2.5($47) million and $26.8$12 million in fiscal years 2016, 20152023 and 2014,2022, respectively. We generate most of our revenues and profits from operations outside of Singapore.
We are regularly subject to tax return audits and examinations by various taxing jurisdictions and around the world, and there can be no assurance that the final determination of any tax examinations will not be materially different than that which is reflected in our income tax provisions and accruals. Should additional taxes be assessed as a result of a current or future examinations,examination, there could be a material adverse effect on our effective tax rate, tax position, operating results, financial position and cash flows.
We provide a valuation allowance against deferred tax assets that in our estimation are not more likely than not to be realized. During fiscal year 2016,2023, we released valuation allowances totaling $20.3$12 million, which related primarily related to ourcertain operations in MalaysiaAustralia, and the Netherlands, as these amounts were deemed to be more likely than not to be realized due to the increasedsustained profitability of the Malaysian subsidiary during the past three fiscal years following a period of losses as well as continued forecasted profitability of that subsidiary. In addition,those operations. During fiscal year 2023, we had a $43.0also added $12 million credit toin valuation allowances primarily for the deferred tax expenseassets related to the partial release ofoperations in Hungary, Canada, and Switzerland. Various other valuation allowance on our US operationspositions were also reduced due to the recordingvarying factors such as recognition of uncertain tax positions impacting deferred tax liabilities related to intangibles acquired during fiscal year 2016. However, these valuation allowance eliminations were offset by other current period valuation allowance movements primarily related to current period valuation allowance additions due toassets, one-time income recognition in loss entities, and foreign exchange impacts on deferred tax balances, and increased deferred tax assets related toas a result of current period losses in legal entities with existing full valuation allowance positions,positions.
Net income attributable to noncontrolling interest and redeemable noncontrolling interest
Net income attributable to a lesser extent, current period changes in valuation

allowance positionsnoncontrolling interest and redeemable noncontrolling interest was $240 million during fiscal year 2023, compared to $4 million during fiscal year 2022, increasing $236 million primarily due to increased negative evidencethe Nextracker IPO during the period in legal entities which did not previously have valuation allowance recorded.fiscal year 2023.
See note 13, "Income Taxes," to the consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data" for further discussion.
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LIQUIDITY AND CAPITAL RESOURCES
In response to the recent challenging environment following the COVID-19 pandemic, we continuously evaluate our ability to meet our obligations over the next 12 months and have proactively reset our capital structure during these times to improve maturities and liquidity. As a result, we expect that our current financial condition, including our liquidity sources, are adequate to fund current and future commitments. As of March 31, 2016,2023, we had cash and cash equivalents of $1.6approximately $3.3 billion and bank and other borrowings of $2.8approximately $3.8 billion. We have a $1.5$2.5 billion revolving credit facility that is due to mature in July 2027 (the "2027 Credit Facility"), under which we had no borrowings outstanding as of March 31, 2016.2023. In fiscal year 2023, we also entered into a $450 million delayed draw term loan credit agreement, under which $300 million was repaid during fiscal year 2023, and we had $150 million of borrowings outstanding as of March 31, 2023. During fiscal year 2023, we also issued $400 million of 6.000% Notes due January 2028. The proceeds obtained, together with cash on hand, were used for general corporate purposes, which included redeeming $500 million in aggregate principal amount of our 5.000% notes due 2023 on December 20, 2022 and for working capital requirements. We also borrowed €250 million, under a one-year term-loan agreement. The proceeds of the term loan were used to repay the outstanding €250 million Euro term loan due on December 9, 2022. During fiscal year 2023, the Company repaid all outstanding Euro term loans. Nextracker also entered into a new $500 million revolving credit facility agreement (the "Nextracker Revolver") and borrowed $150 million under a five-year term loan facility in fiscal year 2023 that is due to mature in February 2028. There were no borrowings outstanding under the $500 million Nextracker Revolver as of March 31, 2023. Refer to note 9 to the consolidated financial statement in Item 8, "Financial Statements and Supplementary Data" for additional details. As of March 31, 2023, we were in compliance with the covenants under all of our credit facilities and indentures, we also expect to remain in compliance with the covenants in the upcoming 12 months for our credit facilities and indentures.
As described in Note 1 to the consolidated financial statement in Item 8, "Financial Statements and Supplementary Data", our subsidiary Nextracker completed its IPO on February 13, 2023. We received $694 million in net proceeds from the offering, which includes the underwriters’ full exercise of their over-allotment option, after deducting approximately $40 million in underwriting discounts. We currently do not expect Nextracker to declare or pay any cash dividends for the foreseeable future, other than tax distributions and certain cash distributions related to the impact of taxes pursuant to the tax receivable agreement by and among Nextracker, Nextracker LLC, Yuma, Inc., a Delaware corporation and our indirect wholly-owned subsidiary (“Yuma”), Yuma Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Yuma, TPG Rise Flash, L.P., ("TPG Rise"), an affiliate of the private equity firm TPG (“TPG”), and the following affiliates of TPG: TPG Rise Climate Flash Cl BDH, L.P., TPG Rise Climate BDH, L.P. and The Rise Fund II BDH, L.P. If Nextracker discontinues the payment of, or is unable to pay, such distributions to us, this will reduce our available liquidity. Furthermore, the terms of indebtedness incurred by Nextracker may, and the terms of the Nextracker Revolver will, limit the ability of Nextracker to pay dividends or make other distributions to us, or to amend the agreements between Nextracker and us and our other subsidiaries. In fiscal year 2023, the amount of dividends declared and paid by Nextracker to TPG Rise was $22 million.
Our cash balances are held in numerous locations throughout the world. As of March 31, 2016, over half2023, approximately 27% of our cash and cash equivalents were held by foreign subsidiaries outside of Singapore. Although substantially all of the amounts held outside of Singapore could be repatriated, under current laws, a significant amount could be subject to income tax withholdings. We provide for tax liabilities on these amounts for financial statement purposes, except for certain of our foreign earnings that are considered indefinitely reinvested outside of Singapore (approximately $916.0 million$1.9 billion as of March 31, 2016)2023). Repatriation could result in an additional income tax payment; however, for the majority of our foreign entities, our intent is to permanently reinvest these funds outside of Singapore and our current plans do not demonstrate a need to repatriate them to fund our operations in jurisdictions outside of where they are held. Where local restrictions prevent an efficient intercompany transfer of funds, our intent is that cash balances would remain outside of Singapore and we would meet our liquidity needs through ongoing cash flows, external borrowings, or both.
The following is a discussion of our cash flows for the fiscal years ended March 31, 2023 and March 31, 2022. For a discussion of our cash flows for the fiscal years ended March 31, 2022 and March 31, 2021, please refer to 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, 2022.
Fiscal Year 20162023
Cash provided by operating activities was $1.0 billion during fiscal year 2023. The total cash provided by operating activities resulted primarily from $1.0 billion of net income for the period plus $0.5 billion of non-cash charges such as depreciation, amortization, non-cash lease expense, restructuring and impairment charges, provision for doubtful accounts, deferred income taxes and stock-based compensation. Depreciation expense was $0.4 billion and relatively consistent with prior years. These additions were offset by a net change in our operating assets and liabilities of $0.6 billion primarily driven by changes in net working capital as discussed below.
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We believe net working capital is a key metric that measures our liquidity. Net working capital is calculated as current assets less current liabilities. Net working capital increased by $1.6 billion to $5.2 billion as of March 31, 2023, from $3.6 billion as of March 31, 2022. This increase was primarily driven by a $0.9 billion increase in inventories due to strong demand, coupled with increased buffer stock to address continued component shortages and logistics constraints, clear-to build constraints and logistics challenges and increases in inventory pricing, an $0.8 billion decrease in bank borrowings and current portion of long-term debt due to debt repayments, a $0.4 billion increase in accounts receivable, net and a $0.3 billion decrease in accounts payable, partially offset by a $1.1 billion increase in deferred revenue and customer working capital advances due to advances from customers to offset required investments in inventory.
Cash used in investing activities totaled $0.6 billion during fiscal year 2023. This was primarily driven by $0.6 billion of capital expenditures for property and equipment to continue expanding capabilities and capacity in support of our expanding CEC, Industrial, Health Solutions and Automotive businesses.
Cash provided by financing activities was $2 million during fiscal year 2023. This was primarily driven by $0.7 billion of net proceeds received from the sale of Nextracker Class A common stock through the IPO and $0.7 billion of proceeds from bank borrowings and long-term debt, partially offset by $1.0 billion net cash for repayments of bank borrowings and long-term debt, and $0.3 billion of cash paid for the repurchase of our ordinary shares. Refer to note 9 to the consolidated financial statement in Item 8, "Financial Statements and Supplementary Data" for additional details.
Fiscal Year 2022
Cash provided by operating activities was $1.1$1.0 billion during fiscal year 2016. This2022. The total cash provided by operating activities resulted primarily from $444.1 million$0.9 billion of net income for the period plus $625.4 million$0.6 billion of non-cash charges such as depreciation, amortization, othernon-cash lease expense, restructuring and impairment charges, provision for doubtful accounts, deferred income taxes and stock-based compensation expense that are included in the determination of net income.compensation. Depreciation expense comprised $425.7 million of those non-cash charges, which was $0.4 billion and relatively consistent with our normal annual run rate of approximately $425.0 million. We generated $66.9 million in cash asprior years. These additions were offset by a result of changesnet change in our operating assets and liabilities of $0.5 billion primarily driven primarily by a $423.6 million reductionchanges in accounts receivable due to improved collection efforts and lower business levels,net working capital, partially offset by a $365.1 million reductionan increase in accounts payable. Net working capital ("NWC"), defined as net accounts receivable, including deferred purchase price receivables, plus inventory less accounts payable decreased by $37.7 millioncash from other current liabilities of $1.1 billion primarily dueattributed to lower business levels during the fourth quarter of fiscal year 2016 as compared to the same quarter of fiscal year 2015, which resulted in slightly lower levels of investments in NWC.customer advances received.
Cash used in investing activities was $1.4totaled $1.0 billion during fiscal year 2016.2022. This resultedwas primarily from $916.5 milliondriven by approximately $0.5 billion of cash paid for the acquisition of eleven businesses completed during fiscal year 2016, including approximately $555.2 million,Anord Mardix in December 2021, net of cash acquired, related to the acquisition of MCi, $240.8 million, net of cash acquired, related to the acquisition of NEXTracker, and approximately $67.5 million to acquire an optical transport facility from Alcatel-Lucent. We also paid $510.6 million in gross$0.4 billion of capital expenditures for property and equipment to continue expanding capabilities and capacity in support certain programs, offset by $13.7 million of proceeds from the sale of certain buildingsour expanding Lifestyle, Automotive, and machinery and equipment. Other investing activities also includes $44.7 million paid for the purchase of certain investments, offset by $54.3 million of proceeds from the sale of certain assets that were purchased on behalf of a customer and financed by a third party banking institution, as further discussed in note 17 to the consolidated financial statements.Industrial businesses.
Cash provided by financing activities was $249.6 million$0.3 billion during fiscal year 2016, which2022. This was primarily the resultdriven by $0.7 billion of net proceeds from bank borrowings and long-term debt of $694.5 million mainly resulting from our new debt issuance discussed furtherreceived in note 7 to the consolidated financial statements, and $61.3 million fromaggregate, after premiums, following the issuance of our shares for option exercises. These cash inflows werethe HUF 100 billion Bonds due December 2031 and the €350 million term loan due December 2022, and $0.5 billion of proceeds received from the sale of Nextracker redeemable preferred units, partially offset by $420.3 million$0.7 billion of cash paid for the repurchase of our ordinary shares and $75.8 million of cash paid to a third party banking institution for certain assets that were financed by the third party banking institution on behalf of a customer, which is included in other financing activities.
Fiscal Year 2015
Cash provided by operating activities was $794.0 million during fiscal year 2015. This resulted primarily from $600.8 million of net income for the period plus $510.9 million of non-cash charges such as depreciation, amortization, other impairment charges and stock-based compensation expense that are included in the determination of net income. Depreciation expense comprised $496.8 million of those non-cash charges, which was higher than our normal annual run rate of approximately $425.0 million due to accelerated depreciation recognized for fixed assets directly associated with certain product exits during the year. These were offset by $317.6 million from changes in our operating assets and liabilities, driven primarily by a $565.1 million reduction in customer deposits that were received in prior periods to support increased working capital requirements in those periods. NWC decreased by $212.5 million primarily due to lower business levels during the

fourth quarter of fiscal year 2015 as compared to the same quarter of fiscal year 2014, which resulted in lower levels of investments in NWC.
Cash used in investing activities amounted to $242.2 million during fiscal year 2015. This resulted primarily from $347.4 million in gross capital expenditures for property and equipment to support certain programs, offset by $107.7 million of proceeds from the sale of certain buildings and machinery and equipment. We also paid $52.7 million for the acquisition of four businesses completed during fiscal year 2015. Other investing activities also includes $79.7 million of proceeds from the sale of manufacturing equipment originally purchased on behalf of a customer and financed by a third party banking institution, as further discussed in note 17 to the consolidated financial statements, partially offset by $15.7 million paid for the purchase of certain technology rights as further discussed in note 2 to the consolidated financial statements.
Cash used in financing activities was $516.0 million during fiscal year 2015, which was primarily the result$0.2 billion of cash paid for the repurchase of our ordinary shares in the amount of $415.9 million and net repayment of debt in the amount of $24.6 million. Included in other financing activities is $88.8 million of cash paid to a third party banking institution for certain manufacturing equipment that was financed by the third party banking institution on behalf of a customer and $11.3 million of cash paid for contingent consideration related to our acquisition of Saturn Electronics and Engineering Inc. The aforementioned cash outflows were partially offset by proceeds from the issuance of our shares for option exercises amounting to $23.5 million.
Fiscal Year 2014
Cash provided by operating activities was $1.2 billion during fiscal year 2014, which resulted primarily from $365.6 million of net income for the period plus $450.0 million of non-cash charges such as depreciation, amortization, impairment charges and stock-based compensation expense that are included in the determination of net income. We generated $400.9 million in cash as a result of decreases in net operating assets. NWC increased by $233.7 million primarily to support the increase in our customers' forecasted business levels. The increases in accounts receivable and inventory are primarily as a result of the increase in sales in our CTG business, which generally carry higher volumes than our other complex segments. The cash outflows to support NWC were offset by $540.6 million of cash received from certain customers as advances during the period. In certain instances, the level of inventory reduction or consumption was lower than expected causing an increase to inventory and usage of cash. In response, we worked with these customers to fund the elevated inventory balances we held on their behalf. We have recorded these advances as other current liabilities in the consolidated balance sheet as of March 31, 2014 and expect these amounts to decrease as we produce or sell the associated inventory in the future.
Cash used in investing activities during fiscal year 2014 was $783.9 million. This resulted primarily from $515.0 million in capital expenditures for equipment, net of proceeds on sales. Our capital expenditures were related to investments to support innovation, expanding design capabilities, and improving our mechanicals and automation capabilities. Additionally, we paid $238.0 million for the acquisition of four businesses during the fiscal year, of which the majority relates to the acquisition of certain manufacturing operations from Google's Motorola Mobility LLC for $178.9 million and the acquisition of all outstanding shares of Riwisa AG for a total cash consideration of $44.0 million, net of cash acquired amounting to $9.4 million. Refer to note 17 to the consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data".
Cash used in financing activities amounted to $410.8 million during fiscal year 2014, which was primarily attributable to the repurchase of approximately 60.7 million shares for an aggregate purchase value of approximately $475.3 million. Other financing cash inflows of $52.1 million includes $38.6 million received from certain third parties for the noncontrolling interest in one of our subsidiaries as further discussed in note 5 to the consolidated financial statements included in Item 8, "Financial Statements and Supplementary Data." Additionally, we entered into a $600.0 million term loan agreement due August 30, 2018 and used all of the proceeds to repay the outstanding balances of ourEuro term loan due October 2014 and other term loans in full amounting to $170.3 million and $374.5 million, respectively, and part of the term loan due March 2019.January 2022.
Key Liquidity Metrics
Adjusted Free Cash flowFlow
We believe adjusted free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments, fund acquisitions, repurchase company shares and for certain other activities. Our adjusted free cash flow which is calculateddefined as cash provided byfrom operations, less net purchases of property and equipment to present adjusted cash flows on a consistent basis for investors. Our adjusted free cash flow was $639.5 million, $554.3 million$0.3 billion and $701.5 million$0.6 billion for fiscal years 2016, 20152023 and 2014,2022, respectively.
Free Adjusted free cash flow is not a measure of liquidity under generally accepted accounting principles in the United States,U.S. GAAP, and may not be defined and calculated by other companies in the same manner. FreeAdjusted free cash flow should not be considered in isolation or as an alternative to net cash provided by operating activities. FreeAdjusted free cash flows reconcile to the most directly comparable GAAP financial measure of cash flows from operations as follows:

 Fiscal Year Ended March 31,
 20232022
 (In millions)
Net cash provided by operating activities$950 $1,024 
Purchases of property and equipment(635)(443)
Proceeds from the disposition of property and equipment20 11 
Adjusted free cash flow$335 $593 

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 Fiscal Year Ended March 31,
 2016 2015 2014
 (In thousands)
Net cash provided by operating activities$1,136,445
 $794,034
 $1,216,460
Purchases of property and equipment(510,634) (347,413) (609,643)
Proceeds from the disposition of property and equipment13,676
 107,689
 94,640
Free cash flow$639,487
 $554,310
 $701,457

Cash Conversion Cycle

 Fiscal Year Ended March 31,
 2016 2015 2014
Days in trade accounts receivable45 days 46 days 42 days
Days in inventory59 days 58 days 54 days
Days in accounts payable77 days 77 days 70 days
Cash conversion cycle27 days 27 days 26 days
Days in trade accounts receivable was calculated as average accounts receivable for the current and prior quarter, adding back the reduction in accounts receivable resulting from non-cash accounts receivable sales, divided by annualized sales for the current quarter by day. During the fiscal year ended March 31, 2016, days in trade accounts receivable decreased by 1 day to 45 days compared to the fiscal year ended March 31, 2015 primarily due to some improvements in collection efforts, and to a lesser extent, due to the decline in net sales. Non-cash accounts receivable sales or deferred purchase price receivables included for the purposesTable of the calculation were $501.1 million, $600.7 million and $470.9 million for the years ended March 31, 2016, 2015 and 2014, respectively. Deferred purchase price receivables were recorded in other current assets in the consolidated balance sheets.Contents
Days in inventory was calculated as average inventory for the current and prior quarter divided by annualized cost of sales for the current quarter by day. During the fiscal year ended March 31, 2016, days in inventory increased by 1 day to 59 days as compared to the fiscal year ended March 31, 2015. The increase was primarily due to timing of demand from certain customers which was pushed out thus resulting in prepositioned raw materials and higher levels of stalled finished goods.
Days in accounts payable was calculated as average accounts payable for the current and prior quarter divided by annualized cost of sales for the current quarter by day. During the fiscal year ended March 31, 2016, days in accounts payable remained consistent at 77 days compared to the fiscal year ended March 31, 2015.
Our cash conversion cycle was calculated as daysbalances are generated and held in trade receivables plus days in inventory, minus days in accounts payable and is a measure of how efficient we are at managing our working capital. Our cash conversion cycle remained consistent at 27 days fornumerous locations throughout the fiscal year ended March 31, 2016 compared to that of fiscal year 2015 due to the factors affecting each of the components in the calculation discussed above.
world. Liquidity is affected by many factors, some of which are based on normal ongoing operations of the business and some of which arise from fluctuations related to global economics and markets. Cash balances are generated and held in many locations throughout the world. Local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances; however, any current restrictions are not material. We do not currently expect such regulations and restrictions to impact our ability to pay vendors and conduct operations throughout the global organization. We believe that our existing cash balances, together with anticipated cash flows from operations and borrowings available under our credit facilities, will be sufficient to fund our operations through at least the next twelve months.months and beyond.
Future liquidity needs will depend on fluctuations in levels of inventory, accounts receivable and accounts payable, the timing of capital expenditures for new equipment, the extent to which we utilize operating leases for new facilities and equipment, and the levels of shipments and changes in the volumesvolume of customer orders.
We maintain global paying service agreements with several financial institutions. Under these agreements, the financial institutions act as our paying agents with respect to accounts payable due to our suppliers who elect to participate in the program. The agreements allow our suppliers to sell their receivables to one of the participating financial institutions at the discretion of both parties on terms that are negotiated between the supplier and the respective financial institution. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under this program. During fiscal years ended March 31, 2023 and 2022, the cumulative payments due to suppliers participating in the programs amounted to approximately $1.4 billion and $1.3 billion, respectively. Pursuant to their agreement with one of the financial institutions, certain suppliers may elect to be paid early at their discretion. We are not always notified when our suppliers sell receivables under these programs. The available capacity under these programs can vary based on the number of investors and/or financial institutions participating in these programs at any point in time.
In addition, we maintain various uncommitted short-term financing facilities including but not limited to a commercial paper program, and a revolving sale and repurchase of subordinated notes established under the securitization facility, under which there were no borrowings outstanding as of March 31, 2023.
Historically, we have funded operations from cash and cash equivalents generated from operations, proceeds from public offerings of equity and debt securities, bank debt and lease financings. We also have the ability to sell a designated pool of trade receivables under asset-backed securitization ("ABS"programs (the "ABS programs") programs and sell certain trade receivables, which are in addition to the trade receivables sold in connection with these securitization agreements. During fiscal years 2016, 2015 and 2014 we received approximately $5.2 billion, $4.3 billion and $4.2 billion, respectively from sales of receivables under our ABS programs, and $2.3 billion, $4.2

billion and $3.4 billion, respectively from other sales of receivables. As of March 31, 2016 and 2015, the outstanding balance on receivables sold for cash was $1.2 billion, under all our accounts receivable sales programs, which are removed from accounts receivable balances in our consolidated balance sheets.
We anticipate that we willmay enter into debt and equity financings, sales of accounts receivable and lease transactions to fund acquisitions and anticipated growth.growth as needed.
During fiscal year 2023, no accounts receivable had been sold under our ABS programs and we received approximately $3.5 billion from other sales of receivables under our factoring program. During fiscal year 2022, no accounts receivable had been sold under our ABS programs and we received approximately $1.6 billion from other sales of receivables under our factoring program. As of March 31, 2023 and 2022, the outstanding balance on receivables sold for cash was $0.8 billion and $0.6 billion, respectively, under our accounts receivable factoring programs, which were removed from accounts receivable balances in our consolidated balance sheets.
Historically we have been successful in refinancing and extending the maturity dates on our term loans and credit facilities. In July 2022, the Company entered into a new $2.5 billion credit agreement which matures in July 2027 and consists of a $2.5 billion revolving credit facility with a sub-limit of $360 million available for swing line loans, and a sub-limit of $175 million available for the issuance of letters of credit.
The sale or issuance of equity or convertible debt securities could result in dilution to current shareholders. Further, we may issue debt securities that have rights and privileges senior to those of holders of ordinary shares, and the terms of this debt could impose restrictions on operations and could increase debt service obligations. This increased indebtedness could limit our flexibility as a result of debt service requirements and restrictive covenants, potentially affect our credit ratings, and may limit our ability to access additional capital or execute our business strategy. Any downgrades in credit ratings could adversely affect our ability to borrow as a result of more restrictive borrowing terms. We continue to assess our capital structure and evaluate the merits of redeploying available cash to reduce existing debt or repurchase ordinary shares.
Historically we have been successful in refinancing and extending the maturity dates on our term loans and credit facilities. On June 8, 2015, we issued $600 million of 4.750% Notes ("Notes") due June 15, 2025 in a private offering pursuant to Rule 144A and Regulation S under the Securities Act, at 99.213% of face value, and an effective yield of approximately 4.850%. We received net proceeds of approximately $595.3 million from the issuance which was used for general corporate purposes. During January 2016, we exchanged these notes for new notes with substantially similar terms and completed the registration of these notes with the Securities and Exchange Commission. Further on March 31, 2014, the maturity date of our former $2.0 billion credit facility ("Credit Facility") which was due to expire in October 2016, was extended to March 2019. We also extended the balance of our term loan associated to the Credit Facility as further described in our Contractual Obligations and Commitments section.
Under our current share repurchase program, our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $500 million$1 billion in accordance with the share repurchasepurchase mandate approved by our shareholders at the date of the most recent ExtraordinaryAnnual General Meeting which was held on August 20, 2015.25, 2022. During fiscal year 2016,2023, we paid $420.3$337 million to repurchase shares (underunder the current and prior repurchase plans)plans at an average price of $11.09$17.06 per share. As of March 31, 2016,2023, shares in the aggregate amount of $242.1$893 million were available to be repurchased under the current plan.
47

CONTRACTUAL OBLIGATIONS AND COMMITMENTS
On September 30, 2015, we amended our former $2.0 billion credit facility ("Credit Facility") to increase the $500.0 million term loan maturing in March 2019 by $100.0 million. Quarterly repayments of principal under this term loan were amended to $7.5 million through March 31, 2016, and will be increased to $11.3 million thereafter with the remainder due upon maturity. As of March 31, 2016, the amended Credit Facility consists of a $1.5 billion revolving credit facility, for which there were no borrowings outstanding, and a $600.0 million term loan, which is due to expire in March 2019.
The credit facility requires that we maintain a maximum ratio of total indebtedness to earnings before interest expense, taxes, depreciation and amortization ("EBITDA"), and a minimum interest coverage ratio, as defined therein, during its term. As of March 31, 2016, we were in compliance with these covenants. Borrowings under this credit facility bear interest, at the Company's option, either at (i) LIBOR plus the applicable margin for LIBOR loans ranging between 1.125% and 2.125%, based on the Company's credit ratings or (ii) the base rate (the greatest of the agent's prime rate, the federal funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging between 0.125% and 1.125%, based on the Company's credit rating. The Company is required to pay a quarterly commitment fee ranging between 0.15% and 0.40% per annum on the daily unused amount of the $1.5 billion Revolving Credit Facility based on the Company's credit rating.
In addition, on June 8, 2015, we issued $600 million of 4.750% Notes (the "4.750% Notes") due June 15, 2025 in a private offering pursuant to Rule 144A and Regulation S under the Securities Act, at 99.213%, of face value, and an effective yield of approximately 4.850%. We received net proceeds of approximately $595.3 million from the issuance which has been used for general corporate purposes. During January 2016, we exchanged these 4.750% Notes for new notes with substantially similar terms and completed the registration of these 4.750% Notes with the Securities and Exchange Commission. These 4.750% Notes are governed by the same terms and covenants as for the $1.0 billion notes, consisting of a $500 million 4.625% note and an additional $500 million 5.000% note (the "Previously Issued Notes"), which are described below.
Further, we have a $600 million term loan agreement which matures in August 2018. This loan is repayable in quarterly installments of $3.75 million, which commenced in December 2014 through August 2018, with the remaining amount due at maturity. This term loan agreement also requires that we maintain a maximum ratio of total indebtedness to EBITDA, and a minimum interest coverage ratio, as defined therein, during its term. As of March 31, 2016, we were in compliance with the

covenants under this term loan agreement. Borrowings under this term loan bear interest, at the Company's option, either at (i) LIBOR plus the applicable margin for LIBOR loans ranging between 1.00% and 2.00%, based on the Company's credit ratings or (ii) the base rate (the greatest of the agent's prime rate, the federal funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging between 0.00% and 1.00%, based on the Company's credit rating.
Further, during fiscal year 2013, we issued an aggregate amount of $1.0 billion in the Previously Issued Notes which are senior unsecured obligations, rank equally with all of our other existing and future senior and unsecured debt obligations, and are guaranteed, jointly and severally, fully and unconditionally on an unsecured basis, by each of our 100% owned subsidiaries that guarantees indebtedness under, or is a borrower under, our Credit Facility or our $600.0 million term loan facility due August 30, 2018. In July 2013, we exchanged these Previously Issued Notes for new notes with substantially similar terms and completed the registration of these notes with the Securities and Exchange Commission. As of March 31, 2016, we were in compliance with the covenants under these credit facilities. Interest on the these Previously Issued Notes is payable semi-annually, which commenced on August 15, 2013.
On October 1, 2015, we borrowed €50 million (approximately $56.6 million as of March 31, 2016), under a 5-year, unsecured, term-loan agreement due September 30, 2020. Borrowings under this term loan bear interest at EURIBOR plus the applicable margin ranging between 0.80% and 2.00%, based on our credit ratings. The loan is repayable beginning December 30, 2016 in quarterly payments of €312,500 through June 30, 2020 with the remainder due upon maturity. This term loan agreement is unsecured, and is guaranteed by the Company. This term contains customary restrictions on the Company's and its subsidiaries' ability to (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. This term loan agreement also requires that we maintain a maximum ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation and amortization), and a minimum interest coverage ratio, as defined therein, during its term. As of March 31, 2016, we were in compliance with the covenants under this term loan agreement.
As of March 31, 2016, we and certain of our subsidiaries had various uncommitted revolving credit facilities, lines of credit and other loans in the amount of $166.0 million in the aggregate under which there were no borrowings outstanding as of that date.
Refer to the discussion in note 7, "Bank Borrowings and Long-Term Debt"9 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further details of our debt obligations.
We have purchase obligations that arise in the normal course of business, primarily consisting of binding purchase orders for inventory related items and capital expenditures. Additionally,In addition. we have leased certain of our property and equipment under capitalfinance lease commitments, and certain of our facilities and equipment under operating lease commitments.
Future payments due under our purchase obligations, debt including capitalfinance leases and related interest obligations and operating lease:leases are as follows (amounts may not sum due to rounding):
Total Less Than
1 Year
 1 - 3 Years 4 - 5 Years Greater Than
5 Years
TotalLess Than
1 Year
1 - 3 Years4 - 5 YearsGreater Than
5 Years
(In thousands) (In millions)
Contractual Obligations: 
  
  
  
  
Contractual Obligations:     
Purchase obligations$3,213,500
 $3,213,500
 $
 $
 $
Long-term debt and capital lease obligations 
  
  
  
  
Long-term debt2,791,906
 65,166
 1,068,617
 547,440
 1,110,683
Capital lease25,054
 6,640
 10,302
 8,112
 
Bank borrowings, long-term debt and finance lease obligations:Bank borrowings, long-term debt and finance lease obligations:     
Bank borrowings and long-term debtBank borrowings and long-term debt$3,862 $150 $1,538 $546 $1,628 
Finance leasesFinance leases— — 
Interest on long-term debt obligations673,622
 101,460
 207,519
 191,982
 172,661
Interest on long-term debt obligations736 149 366 169 52 
Operating leases, net of subleases579,201
 125,021
 191,203
 116,974
 146,003
Operating leases, net of subleases719 147 234 160 178 
Restructuring costs13,240
 2,460
 10,780
 
 
Restructuring costs50 50 — — — 
Total contractual obligations$7,296,523
 $3,514,247
 $1,488,421
 $864,508
 $1,429,347
Total contractual obligations$5,369 $497 $2,139 $875 $1,858 
We have excluded $212.3$268 million of liabilities for unrecognized tax benefits from the contractual obligations table as we cannot make a reasonably reliable estimate of the periodic settlements with the respective taxing authorities. See note 13,15, "Income Taxes" to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for further details.

We also have outstanding firm purchase orders with certain suppliers for the purchase of inventory, which are not included in the table above. The majority of the purchase obligations are generally short-term in nature. We generally do not enter into non-cancelable purchase orders for materials until we receive a corresponding production forecast from our customers. Our purchase obligations can fluctuate significantly from period to period and can materially impact our future operating asset and liability balances, and our future working capital requirements. We intend to use our existing cash balances, together with anticipated cash flows from operations to fund our existing and future contractual obligations.
OFF-BALANCE SHEET ARRANGEMENTS
We sell designated pools of trade receivables to unaffiliated financial institutions under our ABS programs, and in addition to cash, we receive a deferred purchase price receivable for each pool of the receivables sold. Each of these deferred purchase price receivables serves as additional credit support to the financial institutions and is recorded at its estimated fair value. As of March 31, 2016 and 2015, the fair value of our deferred purchase price receivable was approximately $501.1 million and $600.7 million, respectively. As of March 31, 2016 and 2015, the outstanding balance on receivables sold for cash was $1.2 billion, under all our accounts receivable sales programs, which were removed from accounts receivable balances in our consolidated balance sheets. For further information, see note 10 to the consolidated financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to note 2 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data" for recent accounting pronouncements.
48

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
A portion of our exposure to market risk for changes in interest rates relates to our investment portfolio, which consists of highly liquid investments or bank depositsinvestment portfolio, with maturities of three months or less from original dates of purchase and are classified as cash equivalents on our consolidated balance sheet. We do not use derivative financial instruments in our highly liquid investment portfolio. We place cash and cash equivalents with various major financial institutions and highly rated money market accounts. Our investment policy has strict guidelines focusing on preservation of capital. The portfolio is comprised of various instruments including term deposits with banks, marketable securities and money market accounts. Our cash is principally invested in the U.S. dollar and China RMBrenminbi serving as a natural hedge of our RMBrenminbi denominated costs. As of March 31, 2016,2023, the outstanding amount in the highly liquid investment portfolio was $1.1$2.3 billion, the largest components of which were USDU.S. dollar, Indian rupee, Brazilian real and RMBChina renminbi denominated money market accounts with an average return of 1.22%6.0%. A hypothetical 10% change in interest rates would not be expected to have a material effect on our financial position, results of operations and cash flows over the next fiscal year.
We had variable rate debt outstanding of approximately $1.1$0.6 billion as of March 31, 2016.2023. Variable rate debt obligations consisted of borrowings under our term loans. Interest on these obligations is discussed above.in note 9 to the consolidated financial statements in Item 8, "Financial Statements and Supplementary Data".
Our variable rate debt instruments create exposures for us related to interest rate risk. Primarily due to the current low interest rates aA hypothetical 10% change in interest rates would not be expected to have a material effect on our financial position, results of operations and cash flows over the next fiscal year.
As of March 31, 2016,2023, the approximate average fair value of our debt outstanding under our term loan facilities that matures in March 2019 and August 2018, and Notes due February 2020, February 2023 and June 2025, February 2026, January 2028, June 2029, and May 2030 was 101.0%97.1% of the face value of the debt obligations based on broker trading prices.prices in active markets.
In July 2017, the U.K.'s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced the publication cessation dates for all U.S. Dollar and non-U.S. Dollar LIBOR settings. Most settings ceased at the end of December 2021 and the remaining U.S. Dollar settings (overnight and one-, three-, six- and twelve-month U.S. Dollar LIBOR) will cease at the end of June 2023. Although significant progress has been made by regulators, industry bodies, and market participants to introduce and implement the Secured Overnight Financing Rate (“SOFR”) as a replacement rate for U.S. dollar LIBOR, there is no assurance that an alternative reference rate such as SOFR will achieve sufficient market acceptance when the publication of the principal tenors of U.S. Dollar LIBOR is discontinued, or that market participants will otherwise implement effective transitional arrangements to address that discontinuation. Such failure to implement an alternative reference rate could result in widespread dislocation in the financial markets and volatility in the pricing of debt facilities negatively affecting our access to the borrowing of additional funds. Furthermore, while contractual arrangements in connection with certain of our debt facilities contemplate the transition from LIBOR to an alternative reference rate (including SOFR), the consequences of such transition cannot be entirely predicted and could result in an increase in the cost of our borrowings on our variable rate debt, which could adversely impact our interest expense, results of operations, and cash flows.
FOREIGN CURRENCY EXCHANGE RISK
We transact business in various foreign countries and are, therefore, subject to risk of foreign currency exchange rate fluctuations. We have established a foreign currency risk management policy to manage this risk. To the extent possible, we manage our foreign currency exposure by evaluating and using non-financial techniques, such as currency of invoice, leading and lagging payments and receivables management. In addition, we may borrow in various foreign currencies and enter into short-term and long-term foreign currency derivative contracts, including forward, swap, and option contracts to hedge only those currency exposures associated with certain assets and liabilities, mainly accounts receivable, and accounts payable, debt, and cash flows denominated in non-functional currencies.
We endeavor to maintain a partial or fully hedged position for certain transaction exposures. These exposures are primarily, but not limited to, revenues, customer and vendor payments and inter-company balances in currencies other than the functional currency unit of the operating entity. The credit risk of our foreign currency forward and swapderivative contracts is minimized since all contracts are with large financial institutions and accordingly, fair value adjustments related to the credit risk of the counter-party financial institutioninstitutions were not material. The gains and losses on forward and swapforeign currency derivative contracts generally offset the losses and gains on the assets, liabilities and transactions hedged. The fair value of currency forward and swapderivative contracts is reported on the balance sheet. The aggregate notional amount of outstanding contracts as of March 31, 2016

2023 amounted to $4.3$11.1 billion and the recorded fair values of the associated assets and liabilities were not material.material to the Company's consolidated financial position. The majority of these foreign exchange contracts expire in less than three months and all expire within one year.months. They will settle primarily in the Brazilian real, British pound, Canadian dollar, China renminbi, Danish krone, the Euro, Hungarian forint, Israeli shekel, Japanese yen,Indian rupee, Malaysian ringgit, Mexican peso, Singapore dollar, Indian rupee, Swiss franc and the U.S. dollar.
49

Based on our overall currency rate exposures as of March 31, 2016,2023, including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets, liabilities and cash flows, and other factors, a near-term 10% appreciation or depreciation of the U.S. dollar from its cross-functional rates would not be expected, in the aggregate, to have a material effect on our financial position, results of operations and cash flows overin the next fiscal year.near-term.

50


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and StockholdersShareholders of Flex Ltd., Singapore
Flextronics International Ltd.
SingaporeOpinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Flextronics InternationalFlex Ltd. and subsidiaries (the "Company") as of March 31, 20162023 and 2015,2022, and the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and shareholders' equity, and cash flows for each of the three years in the period ended March 31, 2016.  2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2023, based on the criteria established in Internal Control-Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 19, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis of Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. 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 US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An auditOur audits also includesincluded assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
InCritical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion such consolidatedon the financial statements, present fairly, in all material respects,taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue - Customer Contracts and Related Obligations - Refer to Notes 2 and 4 to the financial positionstatements
Critical Audit Matter Description
Certain of Flextronics International Ltd.the Company’s customer agreements include potential price adjustments which are accounted for as variable consideration under the relevant accounting literature. For arrangements that include potential price adjustments the Company limits the amount of revenue recognized to that amount which is not probable of significant reversal, considering potential refunds required by the contract, historical experience and subsidiariesother surrounding facts and circumstances. The amount of variable consideration that is deferred is recorded in ‘customer-related accruals’ on the consolidated balance sheets, which totaled $313 million as of March 31, 20162023.
Auditing the Company’s estimates of variable consideration required extensive audit effort and 2015,a high degree of auditor judgment. For these reasons we identified the measurement of variable consideration and the resultsassociated customer-related accruals as a critical audit matter.
How the Critical Audit Matter Was Addressed in the Audit
51

Our audit procedures related to variable consideration and their cash flowsassociated customer related accruals included the following, among others:
We tested the effectiveness of controls the Company has in place relating to reviewing customer contracts to identify price adjustment clauses, estimating variable consideration and assessing the reasonableness of customer related accrual balances.
We evaluated the Company’s accounting policy with respect to variable consideration, as well as its process for eachidentifying contracts that include potential price adjustment clauses.
We selected a sample of contracts with customers that included potential price adjustment clauses and performed the following:
We read the customer contracts to develop an understanding of clauses that could give rise to variable consideration and evaluated whether the Company’s accounting conclusions with respect to those clauses were reasonable.
We obtained and tested the mathematical accuracy of the three yearsCompany’s calculations of customer related accruals and evaluated the Company’s judgments regarding the amount of variable consideration that should be deferred. In making this evaluation we considered both the terms included in the period ended March 31, 2016,customer contract and the Company’s historical experience in conformitysettling amounts with the customer.
Nextracker Initial Public Offering and Noncontrolling Interest — Refer to Notes 1, 2, 7 and 17 to the financial statements
Critical Audit Matter Description
In February 2023, Nextracker Inc. (“Nextracker”) completed an initial public offering (IPO) for a minority interest in the Company’s solar energy equipment supply business utilizing a structure that allows the Company to continue to realize tax benefits associated with the entity following the IPO (commonly known as an “Up-C structure”). Several related transactions were contemporaneously executed with Nextracker, including: 1) the sale of LLC interests in Nextracker LLC to Nextracker; 2) an amended and restated Nextracker LLC Operating Agreement, which among other matters, named Nextracker Inc. the managing member of Nextracker LLC; and 3) a tax receivable agreement between the Company and Nextracker. These aforementioned transactions and agreements are collectively referred to as “the Nextracker Reorganization transactions.” As a result of the Nextracker Reorganization transactions, the Company has 1) determined that Nextracker is a variable interest entity and the Company is the primary beneficiary of Nextracker, and therefore consolidates Nextracker, 2) will measure and classify its non-controlling interest held in Nextracker within permanent equity, and 3) will recognize a deferred tax asset on its investment in Nextracker as a result of the Nextracker Reorganization transactions, with an offsetting entry to income tax benefit, fully attributable to non-controlling interest. We identified the Company’s conclusions related to the Nextracker Reorganization transactions as a critical audit matter because of the complex judgments involved in applying the appropriate accounting guidance in the recording of such transactions. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve professionals having expertise in consolidation accounting, when performing audit procedures to evaluate management’s judgments and conclusions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s conclusions related to the Nextracker Reorganization transactions included the following, among others:
We tested the effectiveness of controls the Company has in place relating to applying the appropriate technical accounting guidance in recording the financial statement impacts of the Nextracker Reorganization transactions.
We read the executed agreements and other supporting documents relevant to the Nextracker Reorganization transactions and evaluated key terms.
With the assistance of professionals having expertise in consolidation and tax accounting, we evaluated management’s conclusions regarding the accounting for the Nextracker Reorganization transactions through consideration of possible alternatives under accounting principles generally accepted in the United States of America.
We have also audited, in accordance withevaluated the standardsCompany’s financial statement disclosures related to the impacts of the Public Company Accounting Oversight Board (United States),Nextracker Reorganization transactions for compliance with disclosure requirements in accounting principles generally accepted in the Company's internal control over financial reporting asUnited States of March 31, 2016, based on the criteria established in Internal Control-Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 20, 2016 expressed an unqualified opinion on the Company's internal control over financial reporting.America.


/s/ DELOITTE & TOUCHE LLP
San Jose, California
May 20, 201619, 2023

We have served as the Company’s auditors since 2002.

52
FLEXTRONICS INTERNATIONAL

FLEX LTD.
CONSOLIDATED BALANCE SHEETS



As of March 31, As of March 31,
2016 2015 20232022
(In thousands, except
share amounts)
(In millions, except share amounts)
ASSETS 
  
ASSETS
Current assets: 
  
Current assets:  
Cash and cash equivalents$1,607,570
 $1,628,408
Cash and cash equivalents$3,294 $2,964 
Accounts receivable, net of allowance for doubtful accounts (Note 2)2,044,757
 2,337,515
Accounts receivable, net of allowance for doubtful accountsAccounts receivable, net of allowance for doubtful accounts3,739 3,371 
Contract assetsContract assets541 519 
Inventories3,491,656
 3,488,752
Inventories7,530 6,580 
Other current assets1,171,143
 1,286,225
Other current assets917 903 
Total current assets8,315,126
 8,740,900
Total current assets16,021 14,337 
Property and equipment, net2,257,633
 2,092,167
Property and equipment, net2,349 2,125 
Goodwill and other intangible assets, net1,345,820
 415,175
Operating lease right-of-use assets, netOperating lease right-of-use assets, net608 637 
GoodwillGoodwill1,343 1,342 
Other intangible assets, netOther intangible assets, net316 411 
Other assets466,402
 404,649
Other assets758 473 
Total assets$12,384,981
 $11,652,891
Total assets$21,395 $19,325 
LIABILITIES AND SHAREHOLDERS' EQUITY 
  
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITYLIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY
Current liabilities: 
  
Current liabilities:  
Bank borrowings and current portion of long-term debt$65,166
 $45,030
Bank borrowings and current portion of long-term debt$150 $949 
Accounts payable4,248,292
 4,561,194
Accounts payable5,930 6,254 
Accrued payroll353,547
 339,739
Accrued payroll522 470 
Deferred revenue and customer working capital advancesDeferred revenue and customer working capital advances3,143 2,002 
Other current liabilities1,905,200
 1,809,128
Other current liabilities1,110 1,036 
Total current liabilities6,572,205
 6,755,091
Total current liabilities10,855 10,711 
Long-term debt, net of current portion2,709,389
 2,025,970
Long-term debt, net of current portion3,691 3,248 
Operating lease liabilities, non-currentOperating lease liabilities, non-current506 551 
Other liabilities497,857
 475,580
Other liabilities637 608 
Commitments and contingencies (Note 12)

 

Total liabilitiesTotal liabilities15,689 15,118 
Commitments and contingencies (Note 14)Commitments and contingencies (Note 14)
Redeemable noncontrolling interestRedeemable noncontrolling interest— 78 
Shareholders' equity 
  
Shareholders' equity  
Flextronics International Ltd. Shareholders' equity 
  
Ordinary shares, no par value; 595,062,966 and 613,562,761 issued, and 544,823,611 and 563,323,406 outstanding as of March 31, 2016 and 2015, respectively6,987,214
 7,265,827
Treasury stock, at cost; 50,239,355 shares as of March 31, 2016 and 2015, respectively(388,215) (388,215)
Flex Ltd. shareholders' equityFlex Ltd. shareholders' equity
Ordinary shares, no par value; 1,500,000,000 authorized, 500,362,046 and 510,799,667 issued, and 450,122,691 and 460,560,312 outstanding as of March 31, 2023 and 2022, respectivelyOrdinary shares, no par value; 1,500,000,000 authorized, 500,362,046 and 510,799,667 issued, and 450,122,691 and 460,560,312 outstanding as of March 31, 2023 and 2022, respectively6,493 6,052 
Treasury stock, at cost; 50,239,355 shares as of March 31, 2023 and 2022, respectivelyTreasury stock, at cost; 50,239,355 shares as of March 31, 2023 and 2022, respectively(388)(388)
Accumulated deficit(3,892,212) (4,336,293)Accumulated deficit(560)(1,353)
Accumulated other comprehensive loss(135,915) (180,505)Accumulated other comprehensive loss(194)(182)
Total Flextronics International Ltd. shareholders' equity2,570,872
 2,360,814
Noncontrolling interests34,658
 35,436
Total Flex Ltd. shareholders' equityTotal Flex Ltd. shareholders' equity5,351 4,129 
Noncontrolling interestNoncontrolling interest355 — 
Total shareholders' equity2,605,530
 2,396,250
Total shareholders' equity5,706 4,129 
Total liabilities and shareholders' equity$12,384,981
 $11,652,891
Total liabilities, redeemable noncontrolling interest and shareholders' equityTotal liabilities, redeemable noncontrolling interest and shareholders' equity$21,395 $19,325 
   
The accompanying notes are an integral part of these consolidated financial statements.

53


FLEXTRONICS INTERNATIONALFLEX LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS


Fiscal Year Ended March 31, Fiscal Year Ended March 31,
2016 2015 2014 2023 20222021
(In thousands, except per share amounts) (In millions, except per share amounts)
Net sales$24,418,885
 $26,147,916
 $26,108,607
Net sales$30,346 $26,041 $24,124 
Cost of sales22,810,824
 24,602,576
 24,609,738
Cost of sales28,058 24,094 22,349 
Restructuring charges
 
 58,648
Restructuring charges23 15 88 
Gross profit1,608,061
 1,545,340
 1,440,221
Gross profit2,265 1,932 1,687 
Selling, general and administrative expenses954,890
 844,473
 874,796
Selling, general and administrative expenses995 892 817 
Intangible amortization65,965
 32,035
 28,892
Intangible amortization82 68 62 
Restructuring charges
 
 16,663
Restructuring charges— 13 
Operating incomeOperating income1,184 972 795 
Interest, netInterest, net201 152 148 
Other charges (income), net47,738
 (53,233) 57,512
Other charges (income), net(164)16 
Interest and other, net84,793
 51,410
 61,904
Equity in earnings (losses) of unconsolidated affiliatesEquity in earnings (losses) of unconsolidated affiliates(4)61 83 
Income before income taxes454,675
 670,655
 400,454
Income before income taxes974 1,045 714 
Provision for income taxes10,594
 69,854
 34,860
Provision for (benefit from) income taxesProvision for (benefit from) income taxes(59)105 101 
Net income$444,081
 $600,801
 $365,594
Net income1,033 940 613 
Net income attributable to noncontrolling interest and redeemable noncontrolling interestNet income attributable to noncontrolling interest and redeemable noncontrolling interest240 — 
Net income attributable to Flex Ltd.Net income attributable to Flex Ltd.$793 $936 $613 

 
  
  
   
Earnings per share: 
  
  
Earnings per share attributable to the shareholders of Flex Ltd.:Earnings per share attributable to the shareholders of Flex Ltd.:   
Basic$0.80
 $1.04
 $0.60
Basic$1.75 $1.97 $1.23 
Diluted$0.79
 $1.02
 $0.59
Diluted$1.72 $1.94 $1.21 
Weighted-average shares used in computing per share amounts:     Weighted-average shares used in computing per share amounts:
Basic557,667
 579,981
 610,497
Basic454 476 499 
Diluted564,869
 591,556
 623,479
Diluted462 483 506 
   
The accompanying notes are an integral part of these consolidated financial statements.

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FLEX LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


Fiscal Year Ended March 31, Fiscal Year Ended March 31,
2016 2015 2014 2023 20222021
(In thousands) (In millions)
Net income$444,081
 $600,801
 $365,594
Net income$1,033 $940 $613 
Other comprehensive income (loss): 
  
  
Other comprehensive income (loss):   
Foreign currency translation adjustments, net of zero tax17,846
 (18,932) (34,683)Foreign currency translation adjustments, net of zero tax(64)(39)56 
Unrealized gain (loss) on derivative instruments and other, net of zero tax 26,744
 (35,417) (13,992)
Unrealized gain (loss) on derivative instruments and other, net of tax Unrealized gain (loss) on derivative instruments and other, net of tax 52 (24)40 
Comprehensive income$488,671
 $546,452
 $316,919
Comprehensive income$1,021 $877 $709 
Comprehensive income attributable to noncontrolling interest and redeemable noncontrolling interestComprehensive income attributable to noncontrolling interest and redeemable noncontrolling interest240 — 
Comprehensive income attributable to Flex Ltd.Comprehensive income attributable to Flex Ltd.$781 $873 $709 
   
The accompanying notes are an integral part of these consolidated financial statements.

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FLEXTRONICS INTERNATIONALFLEX LTD.
CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY
       
Accumulated Other Comprehensive
Loss
      
 Ordinary Shares             Total
 
Shares
Outstanding
 Amount 
Accumulated
deficit
 
Unrealized loss on
derivative
instruments and
other
 
Foreign
currency
translation
adjustments
 
Total
accumulated
other
comprehensive
loss
 
Total Flextronics
International Ltd.
Shareholders'
Equity
 
Noncontrolling
Interests
 
Shareholders'
Equity
 (In thousands)
BALANCE AT MARCH 31, 2013638,920
 $7,626,927
 $(5,302,688) $(18,857) $(58,624) $(77,481) $2,246,758
 $
 $2,246,758
Repurchase of Flextronics International Ltd. ordinary shares at cost(59,546) (468,847) 
 
 
 
 (468,847) 
 (468,847)
Exercise of stock options6,572
 28,140
 
 
 
 
 28,140
 
 28,140
Issuance of Flextronics International Ltd. vested shares under share bonus awards5,481
 
 
 
 
 
 
 
 
Issuance of subsidiary shares
 
 
 
 
 
 
 38,650
 38,650
Net income
 
 365,594
 
 
 
 365,594
 (380) 365,214
Stock-based compensation, net of tax
 40,080
 
 
 
 
 40,080
 359
 40,439
Total other comprehensive loss
 
 
 (13,992) (34,683) (48,675) (48,675) 
 (48,675)
BALANCE AT MARCH 31, 2014591,427
 7,226,300
 (4,937,094) (32,849) (93,307) (126,156) 2,163,050
 38,629
 2,201,679
Repurchase of Flextronics International Ltd. ordinary shares at cost(38,951) (421,687) 
 
 
 
 (421,687) 
 (421,687)
Exercise of stock options3,601
 23,497
 
 
 
 
 23,497
 11
 23,508
Issuance of Flextronics International Ltd. vested shares under share bonus awards7,246
 
 
 
 
 
 
 
 
Issuance of subsidiary shares
 
 
 
 
 
 
 300
 300
Net income
 
 600,801
 
 
 
 600,801
 (4,272) 596,529
Stock-based compensation, net of tax
 49,502
 
 
 
 
 49,502
 768
 50,270
Total other comprehensive loss
 
 
 (35,417) (18,932) (54,349) (54,349) 
 (54,349)
BALANCE AT MARCH 31, 2015563,323
 6,877,612
 (4,336,293) (68,266) (112,239) (180,505) 2,360,814
 35,436
 2,396,250
Repurchase of Flextronics International Ltd. ordinary shares at cost(37,314) (412,819) 
 
 
 
 (412,819) 
 (412,819)
Exercise of stock options10,244
 61,278
 
 
 
 
 61,278
 486
 61,764
Issuance of Flextronics International Ltd. vested shares under share bonus awards8,570
 
 
 
 
 
 
 
 
Premium on acquired equity plan
 799
 
 
 
 
 799
 
 799
Net income
 
 444,081
 
 
 
 444,081
 (6,715) 437,366
Stock-based compensation, net of tax
 72,129
 
 
 
 
 72,129
 5,451
 77,580
Total other comprehensive income
 
 
 26,744
 17,846
 44,590
 44,590
 
 44,590
BALANCE AT MARCH 31, 2016544,823
 $6,598,999
 $(3,892,212) $(41,522) $(94,393) $(135,915) $2,570,872
 $34,658
 $2,605,530
Redeemable
Noncontrolling
Interest
Ordinary SharesAccumulated Other Comprehensive LossTotal
AmountShares
Outstanding
AmountAccumulated
Deficit
Unrealized
Gain (Loss) on
Derivative
Instruments
And Other
Foreign
Currency
Translation
Adjustments
Total
Accumulated
Other
Comprehensive
Loss
Total Flex Ltd.
Shareholders'
Equity
Noncontrolling
Interest

Shareholders'
Equity
(In millions)
BALANCE AT MARCH 31, 2020$— 497 $5,948 $(2,902)$(82)$(133)$(215)$2,831 $— $2,831 
Repurchase of Flex Ltd. ordinary shares at cost— (10)(183)— — — — (183)— (183)
Issuance of Flex Ltd. vested shares under restricted share unit awards— — — — — — — — — 
Net income— — — 613 — — — 613 — 613 
Stock-based compensation— — 79 — — — — 79 — 79 
Total other comprehensive income— — — — 40 56 96 96 — 96 
BALANCE AT MARCH 31, 2021— 492 5,844 (2,289)(42)(77)(119)3,436 — 3,436 
Sale of subsidiary's redeemable preferred units, net of transaction cost74 — 414 — — — — 414 — 414 
Repurchase of Flex Ltd. ordinary shares at cost— (38)(686)— — — — (686)— (686)
Exercise of stock options— — — — — — 
Issuance of Flex Ltd. vested shares under restricted share unit awards— — — — — — — — — 
Net income— — 936 — — — 936 — 936 
Stock-based compensation— — 91 — — — — 91 — 91 
Total other comprehensive loss— — — — (24)(39)(63)(63)— (63)
BALANCE AT MARCH 31, 202278 461 5,664 (1,353)(66)(116)(182)4,129 — 4,129 
Issuance of Nextracker common stock and related transactions(99)— 644 — — — — 644 158 802 
Payment for pre-IPO dividend to redeemable noncontrolling interest(22)— — — — — — — — — 
Repurchase of Flex Ltd. ordinary shares at cost— (20)(337)— — — — (337)— (337)
Issuance of Flex Ltd. vested shares under restricted share unit awards— — — — — — 
Net income43 — — 793 — — — 793 197 990 
Stock-based compensation— 133 — — — — 133 — 133 
Total other comprehensive loss— — — — 52 (64)(12)(12)— (12)
BALANCE AT MARCH 31, 2023$— 450 $6,105 $(560)$(14)$(180)$(194)$5,351 $355 $5,706 
The accompanying notes are an integral part of these consolidated financial statements.

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FLEX LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended March 31, Fiscal Year Ended March 31,
2016 2015 2014 2023 20222021
(In thousands) (In millions)
Cash flows from operating activities: 
  
  
Cash flows from operating activities:   
Net income$444,081
 $600,801
 $365,594
Net income$1,033 $936 $613 
Adjustments to reconcile net income to net cash provided by operating activities: 
  
  
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation, amortization and other impairment charges 515,367
 540,490
 464,543
DepreciationDepreciation414 409 422 
Amortization and other impairment charges Amortization and other impairment charges 87 75 147 
Provision for doubtful accounts (Note 2)72,295
 650
 2,029
Provision for doubtful accounts (Note 2)(3)
Non-cash other loss (income)24,521
 (21,278) (20,753)
Other non-cash incomeOther non-cash income(44)(54)(119)
Non-cash lease expenseNon-cash lease expense131 130 124 
Stock-based compensation77,580
 50,270
 40,439
Stock-based compensation133 91 79 
Income taxes(64,346) (59,261) (36,261)
Deferred income taxesDeferred income taxes(192)(44)(12)
Changes in operating assets and liabilities, net of acquisitions: 
  
  
Changes in operating assets and liabilities, net of acquisitions:   
Accounts receivable317,946
 316,773
 (592,346)Accounts receivable(388)624 (1,615)
Contract assetsContract assets(27)(226)107 
Inventories84,790
 72,660
 (758,846)Inventories(974)(2,655)(96)
Other current and noncurrent assets(2,704) 125,218
 (165,760)Other current and noncurrent assets(55)(295)62 
Accounts payable(365,051) (176,941) 1,117,449
Accounts payable(341)969 103 
Other current and noncurrent liabilities31,966
 (655,348) 800,372
Other current and noncurrent liabilities1,170 1,067 324 
Net cash provided by operating activities1,136,445
 794,034
 1,216,460
Net cash provided by operating activities950 1,024 144 
Cash flows from investing activities: 
  
  
Cash flows from investing activities:   
Purchases of property and equipment(510,634) (347,413) (609,643)Purchases of property and equipment(635)(443)(351)
Proceeds from the disposition of property and equipment 13,676
 107,689
 94,640
Proceeds from the disposition of property and equipment 20 11 85 
Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business(910,787) (66,854) (233,432)
Acquisitions of businesses, net of cash acquiredAcquisitions of businesses, net of cash acquired(539)— 
Proceeds from divestiture of businesses, net of cash held in divested businessesProceeds from divestiture of businesses, net of cash held in divested businesses(3)
Other investing activities, net11,369
 64,362
 (35,497)Other investing activities, net11 67 
Net cash used in investing activities(1,396,376) (242,216) (783,932)Net cash used in investing activities(604)(951)(202)
Cash flows from financing activities: 
  
  
Cash flows from financing activities:   
Proceeds from bank borrowings and long-term debt884,702
 319,542
 1,066,653
Proceeds from bank borrowings and long-term debt718 759 2,065 
Repayments of bank borrowings and long-term debt(190,221) (344,156) (537,580)Repayments of bank borrowings and long-term debt(1,024)(284)(1,142)
Payments for early retirement of long-term debt
 
 (544,840)
Payments for repurchases of ordinary shares(420,317) (415,945) (475,314)Payments for repurchases of ordinary shares(337)(686)(183)
Proceeds from exercise of stock options61,278
 23,508
 28,140
Proceeds from issuances of Nextracker sharesProceeds from issuances of Nextracker shares694 — — 
Payment for pre-IPO dividend to redeemable noncontrolling interestPayment for pre-IPO dividend to redeemable noncontrolling interest(22)— — 
Proceeds from sale of subsidiary's redeemable preferred unitsProceeds from sale of subsidiary's redeemable preferred units— 488 — 
Other financing activities, net(85,800) (98,966) 52,149
Other financing activities, net(27)
Net cash provided by (used in) financing activities249,642
 (516,017) (410,792)
Net cash provided by financing activitiesNet cash provided by financing activities280 743 
Effect of exchange rates on cash(10,549) (1,121) (15,095)Effect of exchange rates on cash(18)(26)29 
Net change in cash and cash equivalents(20,838) 34,680
 6,641
Net increase in cash and cash equivalentsNet increase in cash and cash equivalents330 327 714 
Cash and cash equivalents, beginning of year1,628,408
 1,593,728
 1,587,087
Cash and cash equivalents, beginning of year2,964 2,637 1,923 
Cash and cash equivalents, end of year$1,607,570
 $1,628,408
 $1,593,728
Cash and cash equivalents, end of year$3,294 $2,964 $2,637 
   
The accompanying notes are an integral part of these consolidated financial statements.

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FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION OF THE COMPANY
Flextronics InternationalFlex Ltd. ("Flex" or the "Company") was incorporated inis the Republicdiversified manufacturing partner of Singapore in May 1990.choice that helps market-leading brands design, build and deliver innovative products that improve the world. Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, Flex supports the entire product lifecycle with advanced manufacturing solutions and operates one of the most trusted global supply chains. The Company's operations have expanded over the yearsCompany also provides additional value to customers through a combinationbroad array of organic growthservices, including design and acquisitions. The Company isengineering, component services, rapid prototyping, fulfillment, and circular economy solutions. Flex supports a globally-recognized, leading providerdiverse set of innovative design, engineering, manufacturing,industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and supply chain servicesenergy. As of March 31, 2023, Flex's three operating and solutions that span from sketch to scaletm; from conceptual sketch to full-scale production. The Company designs, builds, ships and services complete packaged consumer electronics and industrial products for original equipment manufacturers ("OEMs"), through its activities in the following segments: High Reliabilityreportable segments were as follows:
Flex Agility Solutions ("HRS"FAS"), which is comprised of medical businessthe following end markets:
Communications, Enterprise and Cloud, including data infrastructure, edge infrastructure and communications infrastructure
Lifestyle, including appliances, consumer health, digital health, disposables, drug delivery, diagnostics, life sciencespackaging, floorcare, micro mobility and imaging equipment; automotive business,audio
Consumer Devices, including vehicle electronics, connectivity,mobile and clean technologies; and defense and aerospace businesses, focused on commercial aviation, defense and military; Consumer Technologies Grouphigh velocity consumer devices.
Flex Reliability Solutions ("CTG"), which includes mobile devices business, including smart phones; consumer electronics business, including connected living, wearable electronics including digital sport, game consoles, and connectivity devices; and high-volume computing business, including various supply chain solutions for notebook personal computer ("PC"), tablets, and printers; in addition, CTG group is expanding its business relationships to include supply chain optimization for non-electronics products such as shoes and clothing; Industrial and Emerging Industries ("IEI"FRS"), which is comprised of semiconductorthe following end markets:
Automotive, including next generation mobility, autonomous, connectivity, electrification, and smart technologies
Health Solutions, including medical devices, medical equipment, and drug delivery
Industrial, including capital equipment, office solutions, household industrial devices, and lifestyle, industrial automationrenewables and kiosks, energy and metering, and lighting; and Communications & Enterprise Compute ("CEC"), which was formerly referred to as Integrated Network Solutions (“INS”), includes radio access base stations, remote radio heads, and small cells for wireless infrastructure; optical, routing, broadcasting, and switching products forgrid edge.
Nextracker, the data and video networks; server and storage platforms for both enterprise and cloud based deployments; next generation storage and security appliance products; and rack level solutions, converged infrastructureleading provider of intelligent, integrated solar tracker and software defined product solutions. The Company's strategy issolutions that are used in utility-scale and ground-mounted distributed generation solar projects around the world. Nextracker's products enable solar panels to provide customers with a full range of cost competitive, vertically integrated global supply chain solutions through whichfollow the Company can design, build, shipsun’s movement across the sky and service a complete packaged product for its OEM customers. This enables the Company's OEM customers to leverage the Company's supply chain solutions to meet their product requirements throughout the entire product life cycle.optimize plant performance.
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) and, supply chain management software solutions and component product offerings (including rigid and flexible printed circuit boards and power adapters and chargers). The Company also provides intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world.
Nextracker Inc. Initial Public Offering
On February 13, 2023, the Company’s subsidiary Nextracker Inc. ("Nextracker") completed an initial public offering (“IPO”) of 30,590,000 shares of its Class A common stock, representing in the aggregate 21.06% of its total outstanding shares of common stock. As a result of the IPO, the Company received net proceeds of approximately $694 million, after deducting approximately $40 million in underwriting discounts.
Nextracker, a Delaware corporation, was formed on December 19, 2022. Prior to the IPO, Nextracker's business operations were conducted through Nextracker LLC (the "LLC") and its direct and indirect subsidiaries. In the fourth quarter of fiscal year 2022, Flex sold redeemable preferred units (“Series A Preferred Units”) of the LLC representing a 16.67% interest in the LLC to an unrelated third party; TPG Rise Flash, L.P. ("TPG Rise"), resulting in TPG Rise holding all of the outstanding LLC Series A Preferred Units and subsidiaries of Flex holding all of the outstanding LLC common units. Immediately prior to the IPO, as a result of accrued distributions paid in kind in respect of TPG Rise's outstanding LLC Series A Preferred Units, TPG Rise held Series A Preferred Units representing an interest of 17.37% in the LLC while Flex held LLC common units representing a controlling interest of 82.63%. As the Series A Preferred Units were redeemable upon the occurrence of conditions not solely within the control of the Company, Flex classified TPG Rise’s redeemable noncontrolling interest as temporary equity on the Company’s consolidated balance sheets. TPG Rise received a pro-rated 5% annual preferred dividend-
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FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
in-kind on its investment amounting to $21 million and $4 million in fiscal years 2023 and 2022, respectively, for the period prior to the IPO. In connection with the IPO, all of the Series A Preferred Units of the LLC were automatically converted into an equal number of LLC common units. TPG Rise and the Flex subsidiaries holding LLC common units also subscribed for an equal number of non-economic, voting Class B common shares of Nextracker. The common units of the LLC, together with a corresponding number of shares of Nextracker Class B common stock are exchangeable at any time at the option of the holder for shares of Nextracker Class A common stock on a one-for-one basis or for cash, at the option of Nextracker and upon such exchange, a corresponding number of such holder's LLC Class B common stock will be cancelled. Following the IPO, the noncontrolling interest in Nextracker comprise the Class A common stock of Nextracker (31.8% of Nextracker’s total common stock) and 6.77% respectively of Nextracker’s Class B common stock and LLC’s common units, held by TPG Rise.
Since the IPO, Nextracker has two classes of common stock - Class A common stock, which is traded on the Nasdaq Global Select Market under the symbol “NXT,” and Class B common stock. On all matters submitted to a vote of Nextracker stockholders, each share of Class A and Class B common stock entitles its owners to one vote per share. Class A common stock participates in earnings of Nextracker and Class B common stock does not participate in earnings of Nextracker. As of March 31, 2023, Flex owned 88,457,619 shares of Class B common stock, representing approximately 61.4% of the total outstanding shares of Nextracker’s outstanding common stock. In addition, Flex retains a 61.4% direct ownership of the LLC common units outstanding and participates proportionately in the earnings of the LLC.
The corporate structure of the transactions effected in relation to the IPO is an umbrella partnership C corporation structure, commonly referred to as an “Up‑C” structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up‑C structure allows us to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity, for income tax purposes following the IPO.
Following the IPO, both Flex and Nextracker are U.S. public company registrants. Nextracker has entered into various agreements to provide a framework for its relationship with Flex after the IPO, including a transition services agreement, an employee matters agreement and a registration rights agreement. These agreements provide for the allocation between Nextracker and Flex of Flex’s employees, liabilities and obligations attributable to periods prior to, at and after the IPO and govern certain relationships between Nextracker and Flex after the IPO.
In conjunction with the Nextracker IPO, Nextracker made a distribution in an aggregate amount of $175 million (the “Distribution”). With respect to such Distribution, $22 million was distributed to TPG Rise with the remainder distributed to Flex and its subsidiaries. The Distribution was financed, in part, with net proceeds from the $150 million term loan under a credit agreement entered into by Nextracker.
In connection with the IPO, Nextracker entered into a Tax Receivable Agreement (‘TRA’) with Flex and TPG Rise wherein 85% of the tax benefits realized in relation to the IPO would be paid to those parties. Separately, a deferred tax asset of $249 million has been booked reflecting Nextracker's outside basis difference in the Nextracker LLC units.
Variable Interest Entities
Flex controls Nextracker through its holding of Class B common stock that do not participate in the earnings of Nextracker. As such, the shareholders of the equity at risk in Nextracker (the Class A common stock shareholders) do not have the power to direct the key activities of Nextracker and consequently Nextracker is a variable interest entity ("VIE"). Flex has the ability to control Nextracker's activities through its control of 61.4% of the voting rights of Nextracker as of the IPO. Flex also has the ability to receive significant benefits from the VIE (through its ability to convert its investments in Nextracker and Nextracker LLC into Class A common stock of Nextracker or cash) and as such Flex has been determined to be the primary beneficiary of the VIE. As such, Flex continues to consolidate Nextracker and the interests in Nextracker held by third parties are presented as a noncontrolling interest. Evaluation of the VIE model and identification of the primary beneficiary requires significant judgements to be made regarding which entities can control the activities of a VIE, who can receive benefits or absorb losses from the VIE and the significance of those benefits and losses to the VIE.
As Flex continues to consolidate Nextracker, it is exposed to potentially significant gains and losses from the Nextracker business. While a portion of these gains and losses will be attributed to noncontrolling interests, Flex’s revenues, operating earnings, cash flows, earnings per share and statements of financial position will all fluctuate as a result of the performance of the Nextracker business. Nextracker, as a separate public company, is expected to operate largely independently of Flex, subject to Flex’s ability to control the activities of Nextracker and certain agreements to provide ongoing services to Nextracker as part of the separation of the business. Nextracker is not expected to make distributions to Flex (outside of those required by the tax receivable agreement) and Flex is not expected to have to make contributions to Nextracker to fund its operations. As a legacy
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
of Nextracker’s operations from prior to the IPO, Flex provided limited parent company guarantees to certain of Nextracker’s customers to guarantee Nextracker’s contractual obligations. These guarantees all expire by fiscal year 2025 and will not be renewed. No liability to Flex is expected to arise from the provision of these guarantees. Nextracker’s borrowing facility has no recourse to Flex. Flex does not have right to use Nextracker's assets to settle Flex's liabilities, and Nextracker's assets can only be used to settle Nextracker's liabilities and to support Nextracker's own business.
The carrying amounts and classification of the VIE's external assets and liabilities included in the consolidated balance sheets are as follows:
Fiscal Year Ended March 31, 2023
(In millions)
Assets
Current assets:
Cash$130 
Accounts receivable, net271 
Contract assets298 
Inventories138 
Other current assets35 
   Total current assets872 
Property and equipment, net
Goodwill265 
Other intangible assets, net
Other assets275 
   Total assets$1,420 
Liabilities
Current liabilities:
Accounts payable$211 
Accrued expenses60 
Deferred revenue176 
Other current liabilities49 
  Total current liabilities496 
Long-term debt147 
Other liabilities280 
  Total liabilities$923 
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Company's third fiscal quarter ends on December 31, and the fourth fiscal quarter and year ends on March 31 of each year. The first fiscal quarter ended on June 26, 2015 and June 27, 2014, respectively, and the second fiscal quarter ended on September 25, 2015 and September 26, 2014, respectively. Amounts included in the consolidated financial statements are expressed in U.S. dollars unless otherwise designated.
The accompanying consolidated financial statements include the accounts of Flex and its majority-owned subsidiaries, after elimination of intercompany accounts and transactions. Amounts included in these consolidated financial statements are expressed in U.S. dollars unless otherwise designated. The Company consolidates its majority-owned subsidiaries and investments in entities in which the Company has a controlling interest. A controlling financial interest may also exist in variable interest entities (“VIEs”), through governance provisions and arrangements to provide services to VIEs. The Company is required to consolidate a VIE of which it is the primary beneficiary. To determine if the Company is the primary beneficiary, the Company evaluates whether it has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether it continues to be the primary beneficiary. The consolidated financial statements reflect the assets and liabilities of VIEs that are consolidated. For the consolidated majority-owned subsidiaries in which the Company owns less than 100%, the Company recognizes a noncontrolling interest for the ownership of the noncontrolling owners. As of March 31, 2016, the noncontrolling interest has been included on the consolidated balance sheets as a component of total shareholders' equity. The associated noncontrolling owners' interest in the income or losses of these companies is classified as a component of interest and other, net, in the consolidated statements of operations.
The Company has certain non-majority-owned equity investments in non-publicly traded companies that are accounted for using the equity method of accounting. The equity method of accounting is used when the Company has the ability to significantly influence the operating decisions of the issuer, or if the Company has an ownership percentage of a corporation equal to or generally greater than 20% but less than 50%, and for non-majority-owned investments in partnerships when generally greater than 5%. The equity in earnings (losses) of equity method investees are immaterial for all of the periods presented, and are included in interest and other, net in the condensed consolidated statements of operations.

2023, we
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)

presented noncontrolling interest as permanent equity in the consolidated balance sheets, reflecting the equity held by other parties. As of March 31, 2022, noncontrolling interest that is redeemable upon the occurrence of conditions outside of the control of the Company is reported as temporary equity in the consolidated balance sheets.The amount of consolidated net income attributable to Flex Ltd. and the noncontrolling interest and redeemable noncontrolling interest are presented in the consolidated statements of operations. Refer to note 7 "Noncontrolling Interest" for additional information.

Certain prior period presentations and disclosures were reclassified to ensure comparability with the current period presentation. In fiscal year 2023, equity in earnings of unconsolidated affiliates previously presented as part of other charges (income), net are now being separately presented on the consolidated statements of operations. The Company reclassified $61 million and $83 million of equity in earnings of unconsolidated affiliates from other charges (income), net for fiscal years 2022 and 2021 in order to align with current year presentation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP")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 andassets; valuation of goodwill; valuation of investments in privately held companies; asset impairments; fair values of financial instruments, including investments, 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 combinationscombinations; and the fair values of stock options and restricted share bonusunit awards granted under the Company's stock-based compensation plans. Due to the COVID-19 pandemic and geopolitical conflicts (including the Russian invasion of Ukraine), 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 COVID-19 pandemic and the Russian invasion of Ukraine. 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.
Translation of Foreign Currencies
The financial position and results of operations for certain of the Company's subsidiaries are measured using a currency other than the U.S. dollar as their functional currency. Accordingly, all assets and liabilities for these subsidiaries are translated into U.S. dollars at the current exchange rates as of the respective balance sheet dates. Revenue and expense items are translated at the average exchange rates prevailing during the period. Cumulative gains and losses from the translation of these subsidiaries' financial statements are reported as other comprehensive loss,income (loss), a component of shareholders' equity. Foreign exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved, and re-measurement adjustments for foreign operations where the U.S. dollar is the functional currency, are included in operating results.the Company's consolidated results of operations. Non-functional currency transaction gains and losses, and re-measurement adjustments were not material to the Company's consolidated results of operations for any of theall periods presented, and have been classified as a component of interest and other charges (income), net in the consolidated statements of operations.
Revenue Recognition
In determining the appropriate amount of revenue to recognize, the Company applies the following steps: (i) identifies the contracts with the customers; (ii) identifies performance obligations in the contracts; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations per the contracts; and (v) recognizes revenue when (or as) the Company satisfies a performance obligation. Further, the Company assesses whether control of the products or services promised under the contract is transferred to the customer at a point in time (PIT) or over time (OT). The Company is first required to evaluate whether its contracts meet the criteria for OT recognition. The Company has determined that for a portion of its contracts, the Company is manufacturing products for which there is no alternative use (due to the unique nature of the customer-specific product and intellectual property restrictions) and the Company has an enforceable right to payment including a reasonable profit for work-in-progress inventory with respect to these contracts. For certain other contracts, the Company’s performance creates and enhances an asset that the customer controls as the Company performs under the contract. As a result, revenue is recognized under these contracts OT based on the cost-to-cost method as it best depicts the transfer of control to the customer measured based on the ratio of costs incurred to date as compared to the total estimated costs at completion of the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
performance obligation. For all other contracts that do not meet these criteria, the Company recognizes revenue when it has transferred control of the related manufactured products which generally occurs upon delivery and passage of title to the customer. Certain of the Company’s customer agreements include potential price adjustments which may result in variable consideration. These price adjustments include, but are not limited to, sharing of cost savings, committed price reductions, material margins earned over the period that are contractually required to be paid to the customers, rebates, refunds tied to performance metrics such as on-time delivery, and other periodic pricing resets that may be refundable to customers. The Company recognizes manufacturing revenue when it ships goods or the goods are received by its customer, title and riskestimates of ownership have passed, the price to the buyer is fixed or determinable and recoverability is reasonably assured. Generally, there are no formal substantive customer acceptance requirements or further obligations related to manufacturing services. If such requirements or obligations exist, then the Company recognizes the related revenues at the time when such requirements are completed and the obligations are fulfilled. Some of the Company's customer contracts allow the recovery of certain costs related to manufacturing servicesthis variable consideration that are over and abovenot expected to result in a significant revenue reversal in the prices charged for the related products. The Company determinesfuture, primarily based on the amount of costspotential refunds required by the contract, historical experience and other surrounding facts and circumstances. Refer to note 4 "Revenue" for further details.
Government Incentives and Grants
The Company receives incentives from federal, state and local governments in different regions of the world that are recoverableprimarily encourage the Company to establish, maintain, or increase investment, employment, or production in the regions. The Company accounts for government incentives as a reduction in the cost of the capital investment or a reduction of expense, based on historical experiencesthe substance of the incentives received. Benefits are generally recorded when all conditions attached to the incentive have been met and agreements with those customers. Also, certain customer contracts may contain certain commitments and obligations that may result in additional expenses or decrease in revenue.there is reasonable assurance of receipt. The Company accrues for these commitmentsrecords capital-related incentives as a reduction to Property and obligations basedequipment, net on factsthe consolidated balance sheets and circumstancesrecognizes a reduction to depreciation and contractual terms.amortization expense over the useful life of the corresponding acquired asset. The Company also makes provisionsrecords operating grants as a reduction to expense in the same line item on the consolidated statements of operations as the expenditure for estimated sales returnswhich the grant is intended to compensate. Government incentives and other adjustments at the time revenue is recognized based upon contractual terms and an analysis of historical returns. Provisions for sales returns and other adjustments weregrants transactions are not material to the consolidatedCompany's financial statements for anyposition, results of the periods presented.
The Company provides a comprehensive suite of services for its customers that range from advanced product design to manufacturing and logistics to after-sales services. The Company recognizes service revenue when the services have been performed, and the related costs are expensed as incurred. Sales for services were less than 10% of the Company's total sales for all periods presented, and accordingly, are included in net sales in the consolidated statements of operations. The Company recognized research and development costs primarily related to its design and innovations businesses of $75.5 million, $35.2 million, and $30.0 million for the fiscal years ended March 31, 2016, 2015 and 2014, respectively.operations or cash flows.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk are primarily accounts receivable, derivative instruments, and cash and cash equivalents, and derivative instruments.equivalents.
Customer Credit Risk
The Company has an established customer credit policy, through which it manages customer credit exposures through credit evaluations, credit limit setting, monitoring, and enforcement of credit limits for new and existing customers. The

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)


Company performs ongoing credit evaluations of its customers' financial condition and makes provisions for doubtful accounts based on the outcome of those credit evaluations. The Company evaluates the collectability of its accounts receivable based on specific customer circumstances, current economic trends, historical experience with collections and the age of past due receivables. To the extent the Company identifies exposures as a result of credit or customer evaluations, the Company also reviews other customer related exposures, including but not limited to inventory and related contractual obligations.
The following table summarizes the activity in the Company's allowance for doubtful accounts during fiscal years 2016, 20152023, 2022 and 2014:2021:
Balance at
Beginning
of Year
Charges (Recoveries) to Costs and Expenses(1)Deductions/
Write-Offs (2)
Balance at
End of
Year
(In millions)
Allowance for doubtful accounts:
Year ended March 31, 2021$96 $$(40)$61 
Year ended March 31, 202261 (3)(2)56 
Year ended March 31, 202356 (51)
 Balance at
Beginning
of Year
 Charged to
Costs and
Expenses
 Deductions/
Write-Offs
 Balance at
End of
Year
 (In thousands)
Allowance for doubtful accounts:       
Year ended March 31, 2014$10,877
 $2,029
 $(7,377) $5,529
Year ended March 31, 2015$5,529
 $650
 $(1,645) $4,534
Year ended March 31, 2016$4,534
 $72,295
 $(12,221) $64,608

On April 21st, 2016, one of the Company's customers, SunEdison Inc. (together with certain of its subsidiaries, "SunEdison"), filed a petition(1)Charges and recoveries incurred during fiscal years 2023, 2022 and 2021 are primarily for reorganization under bankruptcy law. For thecosts and expenses or bad debt recoveries related to various distressed customers.
(2)Deductions and write-offs during fiscal year ended March 31, 2016, the Company recognized2023 is primarily as a bad debt reserve chargeresult of $61.0 million associateda settlement reached with its outstanding SunEdison receivables, and another charge of $10.5 million relating to a separate distressedcertain former customer.
No customer which was also written-off during the year.
One customer (including net sales from its current and former parent companies, through the dates of their respective ownership), which is within the Company's CTG segment, accounted for approximately 11%, 17%, and 13%greater than 10% of the Company's net sales in fiscal years 2016, 20152023, 2022 and 2014, respectively, and approximately 11% and 15%2021. No customer accounted for greater than 10% of the Company's total balance of accounts receivable, balances innet as of fiscal years 2016year ended
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2023 and 2015, respectively. AnotherMarch 31, 2022. One customer included inwithin the Company's CECFAS segment accounted for approximately 11% of the Company's total balance of accounts receivable, balance innet as of the fiscal year 2016.ended March 31, 2021.
The Company's ten largest customers accounted for approximately 46%34%, 50%34% and 52%36%, of its net sales in fiscal years 2016, 20152023, 2022 and 2014,2021, respectively.
Derivative Instruments
The amount subject to credit risk related to derivative instruments is generally limited to the amount, if any, by which a counterparty's obligations exceed the obligations of the Company with that counterparty. To manage counterparty risk, the Company limits its derivative transactions to those with recognized financial institutions. See additional discussion of derivatives in note 8.10.
Cash and Cash Equivalents
The Company maintains cash and cash equivalents with various financial institutions that management believes to be of high credit quality. These financial institutions are located in many different locations throughout the world. The Company's investment portfolio, which consists of short-term bank deposits and money market accounts, is classified as cash equivalents on the consolidated balance sheets.
All highly liquid investments with maturities of three months or less from original dates of purchase are carried at cost, which approximates fair market value, and are considered to be cash equivalents. Cash and cash equivalents consist of cash deposited in checking accounts, money market funds and time deposits.
Cash and cash equivalents consisted of the following:

As of March 31,
20232022
(In millions)
Cash and bank balances$970 $679 
Money market funds and time deposits2,324 2,285 
$3,294 $2,964 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)


 As of March 31,
 2016 2015
 (In thousands)
Cash and bank balances$533,438
 $953,549
Money market funds and time deposits1,074,132
 674,859
 $1,607,570
 $1,628,408

Inventories
Inventories are stated at the lower of cost (on a first-in, first-out basis) or marketnet realizable value. The stated cost is comprised of direct materials, labor and overhead. The components of inventories, net of applicable lower of cost or marketnet realizable value write-downs, were as follows:
As of March 31,As of March 31,
2016 201520232022
(In thousands)(In millions)
Raw materials$2,234,512
 $2,330,428
Raw materials$6,140 $5,290 
Work-in-progress561,282
 557,786
Work-in-progress709 602 
Finished goods695,862
 600,538
Finished goods681 688 
$3,491,656
 $3,488,752
$7,530 $6,580 
Property and Equipment, Net
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are recognized on a straight-line basis over the estimated useful lives of the related assets, with the exception of building leasehold improvements, which are amortizeddepreciated over the term of the lease, if shorter. Repairs and maintenance costs are expensed as incurred. Property and equipment wasis comprised of the following:

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Depreciable
Life
(In Years)
 As of March 31,Depreciable
Life
(In Years)
As of March 31,
 2016 201520232022
 (In thousands)(In millions)
Machinery and equipment3 - 10 $3,187,590
 $2,928,903
Machinery and equipment2 - 10$3,737 $3,540 
Buildings30 1,144,798
 1,067,837
Buildings301,162 1,123 
Leasehold improvementsup to 30 397,340
 459,926
Leasehold improvementsShorter of lease term or useful life of the improvement590 564 
Furniture, fixtures, computer equipment and software3 - 7 477,203
 440,878
Furniture, fixtures, computer equipment and software, and otherFurniture, fixtures, computer equipment and software, and other3 - 7553 503 
Land 127,927
 123,633
Land124 113 
Construction-in-progress 178,851
 140,786
Construction-in-progress400 261 
 5,513,709
 5,161,963
6,566 6,104 
Accumulated depreciation and amortization (3,256,076) (3,069,796)Accumulated depreciation and amortization(4,217)(3,979)
Property and equipment, net $2,257,633
 $2,092,167
Property and equipment, net$2,349 $2,125 


Total depreciation expense associated with property and equipment amounted towas approximately $425.7$414 million, $496.8$409 million and $424.8$422 million in fiscal years 2016, 20152023, 2022 and 2014,2021, respectively.
The Company reviews property and equipment for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of property and equipment is determined by comparing its carrying amount to the lowest level of identifiable projected undiscounted cash flows the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)


property and equipment are expected to generate. An impairment loss is recognized when the carrying amount of property and equipment exceeds its fair value.
Deferred Income Taxes
The Company provides for income taxes in accordance with the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the carrying amount and the tax basis of existing assets and liabilities by applying the applicable statutory tax rate to such differences. Additionally, the Company assesses whether each income tax position is "more likely than not" of being sustained on audit, including resolution of related appeals or litigation, if any. For each income tax position that meets the "more likely than not" recognition threshold, the Company would then assess the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with the tax authority.
Accounting for Business and Asset Acquisitions
The Company has activelystrategically pursued business and asset acquisitions, which are accounted for using the acquisition method of accounting. The fair value of the net assets acquired and the results of the acquired businesses are included in the Company's consolidated financial statements from the acquisition dates forward. The Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the reporting period. Estimates are used in accounting for, among other things, the fair value of acquired net operating assets, property and equipment, intangible assets and related deferred tax liabilities, useful lives of plant and equipment and amortizable lives for acquired intangible assets. Any excess of the purchase consideration over the fair value of the identified assets and liabilities acquired is recognized as goodwill.
The Company estimates the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time. Contingent consideration is recorded at fair value as of the date of the acquisition with subsequent adjustments recorded in earnings. Changes to valuation allowances on acquired deferred tax assets are recognized in the provision for, or benefit from, income taxes. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further management review and may change materially between the preliminary allocation and end of the purchase price allocation period. Any changes in these estimates may have a material effect on the Company's consolidated operating results or financial position.
Goodwill and Other Intangible Assets
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Goodwill is tested
The Company evaluates goodwill for impairment at the reporting unit level annually, and in certain circumstances such as a change in reporting units or whenever there are indications that goodwill might be impaired. The Company performed its annual goodwill impairment assessment on an annual basisJanuary 1, 2023 and whenever events or changes in circumstances indicateas a result of the quantitative assessment of its goodwill, the Company determined that no impairment existed as of the date of the impairment test because the fair value of each one of its reporting units exceeded its respective carrying amount of goodwill may not be recoverable. value.
Recoverability of goodwill is measured at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit, which typically is measured based upon, among other factors, market valuations, market multiples for comparable companies as well as a discounted cash flow analysis. Certain of these approaches use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy and require management to make various judgmental assumptions about sales, operating margins, growth rates and discount rates which consider the Company's budgets, business plans and economic projections, and are believed to reflect market participant views. Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings. While the Company believes it has made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If the actual results are not consistent with management's estimates and assumptions used to calculate fair value, it could result in material impairments of the Company's goodwill.
If the recorded value of the assets, including goodwill, and liabilities ("net book value") of eachany reporting unit exceeds its fair value, an impairment loss may be required to be recognized. Further, to the extent the net book value of the Company as a whole is greater than its fair value in the aggregate, all, or a significant portion of its goodwill may be considered impaired.
As discussed in note 19, the Company concluded that as of the fourth quarter of fiscal year 2015 it has four reportable operating segments: HRS, CTG, IEI and CEC and concluded these same four segments also represented its reporting units. The Company assessed that there was no change to its reporting units in fiscal year 2016 and performed its goodwill impairment assessment on January 1, 2016, and did not elect to perform the qualitative "Step Zero" assessment. Instead, the Company performed a quantitative assessment of its goodwill and determined that no impairment existed as of the date of the impairment test because the fair value of each reporting unit exceeded its carrying value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)


The following table summarizes the activity in the Company's goodwill atduring fiscal years 2023 and 2022:
FASFRSNextrackerTotal
(In millions)
Balance at March 31, 2021$371 $719 $— $1,090 
Reporting unit reallocation— (204)204 — 
Acquisitions— 272 — 272 
Foreign currency translation adjustments— (20)— (20)
Balance at March 31, 2022371 767 204 1,342 
Acquisitions (1)— (2)— (2)
Foreign currency translation adjustments— — 
Balance at March 31, 2023$371 $768 $204 $1,343 
(1)Represents purchase price adjustment for the one reporting unit level through December 31, 2014, and atacquisition of Anord Mardix in the four reporting unit level from January 1, 2015 through March 31, 2016 (in thousands):fiscal year of 2023.

Other Intangible Assets
 HRS CTG IEI CEC Total
Balance, as of March 31, 2014$
 $
 $
 $
 $292,758
Additions (1)
 
 
 
 36,467
Purchase accounting adjustments (2)          
 
 
 
 8,651
Foreign currency translation adjustments
 
 
 
 (3,393)
Balance, as of December 31, 2014 (3)93,990
 68,234
 64,221
 108,038
 334,483
Purchase accounting adjustments (2)          (656) 
 
 
 (656)
Foreign currency translation adjustments(196) 
 
 
 (196)
Balance, as of March 31, 201593,138
 68,234
 64,221
 108,038
 333,631
Additions (1)340,610
 
 258,582
 3,655
 602,847
Purchase accounting adjustments (2)          125
 
 
 
 125
Foreign currency translation adjustments5,463
 
 
 
 5,463
Balance, as of March 31, 2016$439,336
 $68,234
 $322,803
 $111,693
 $942,066


(1)The goodwill generated from the Company's business combinations completed during the fiscal years 2016 and 2015 are primarily related to value placed on the employee workforce, service offerings and capabilities and expected synergies. The goodwill is not deductible for income tax purposes. Refer to the discussion of the Company's business acquisitions in note 17.

(2)Includes adjustments based on management's estimates resulting from their review and finalization of the valuation of assets and liabilities acquired through certain business combinations completed in a period subsequent to the respective acquisition. These adjustments were not individually, nor in the aggregate, significant to the Company.

(3)Goodwill is allocated to each of the reporting units based on the relative fair values assessed in conjunction with the goodwill impairment testing conducted as of January 1, 2015.
The Company's acquired intangible assets are subject to amortization over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. An impairment loss is recognized when the carrying amount of an intangible asset exceeds its fair value. The Company reviewed the carrying value of its intangible assets as of March 31, 20162023 and concluded that such amounts continued to be recoverable.
Intangible assets are comprised of customer-related intangible assets that include contractual agreements and customer relationships;relationships, and licenses and other intangible assets that are primarily comprised of licenses, and also includes patents and trademarks, and developed technologies. Generally, both customer-related intangible assets and licenses and other intangible assets are amortized on a straight linestraight-line basis, over a period of up to ten years. No residual value is estimated for any intangible assets. The fair value of the Company's intangible assets purchased through business combinations is determined based on management's estimates of cash flow and recoverability.
The components of acquired intangible assets are as follows:


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)

As of March 31, 2023As of March 31, 2022
Weighted-Average Remaining Useful life
(in Years)
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
(In millions)
Intangible assets:
Customer-related intangibles6.5$373 $(204)$169 $385 $(157)$228 
Licenses and other intangibles6.1299 (152)147 319 (136)183 
Total$672 $(356)$316 $704 $(293)$411 


 As of March 31, 2016 As of March 31, 2015
 Gross
Carrying
Amount
 Accumulated
Amortization
 Net
Carrying
Amount
 Gross
Carrying
Amount
 Accumulated
Amortization
 Net
Carrying
Amount
 (In thousands)
Intangible assets:           
Customer-related intangibles$223,046
 $(66,473) $156,573
 $133,853
 $(80,506) $53,347
Licenses and other intangibles285,053
 (37,872) 247,181
 39,985
 (11,788) 28,197
Total$508,099
 $(104,345) $403,754
 $173,838
 $(92,294) $81,544
Total intangible asset amortization expense recognized in operations during fiscal years 2023, 2022 and 2021 was $82 million, $68 million and $62 million, respectively. The gross carrying amounts of intangible assets are removed when fully amortized. During fiscal year 2016,2023, the gross carrying amounts of fully amortized intangible assets totaled $51.7$14 million. During the year ended March 31, 2016, the total valueThe Company also recorded $15 million of intangible assets increased primarily in connection with the Company's acquisitions of Mirror Controls International ("MCi") and NEXTracker Inc. ("NEXTracker"). The MCi acquisition contributed an additional $75.5 million in customer-related intangible assets, and $161.3 million in licenses and other intangible assets, and the NEXTracker acquisition contributed an additional $47.3 million in customer-related intangible assets and $61.4 million in licenses and other intangible assets. Total intangible asset amortization expense recognized in operationsforeign currency translation adjustments during fiscal years 2016, 2015 and 2014 was $66.0 million, $32.0 million and $28.9 million, respectively. As of March 31, 2016,year 2023, as the weighted-average remaining useful lives of the Company's intangible assets were approximately 6.8 years and 7.5 yearsU.S. dollar fluctuated against foreign currencies for customer-related intangibles, and licenses and other intangible assets, respectively.certain intangibles. The estimated future annual amortization expense for acquired intangible assets is as follows:

Fiscal Year Ending March 31,Amount
(In millions)
2024$70 
202563 
202643 
202736 
202827 
Thereafter77 
Total amortization expense$316 

Fiscal Year Ending March 31,Amount
 (In thousands)
2017$76,921
201862,474
201955,844
202047,252
202142,961
Thereafter118,302
Total amortization expense$403,754
The Company owns or licenses various United States and foreign patents relating to a variety of technologies. For certain of the Company's proprietary processes, inventions, and works of authorship, the Company relies on trade secret or copyright protection. The Company also maintains trademark rights (including registrations) for the Company's corporate name and several other trademarks and service marks that the Company uses in the Company's business in the United States and other countries throughout the world. The Company has implemented appropriate policies and procedures (including both technological means and training programs for the Company's employees) to identify and protect the Company's intellectual property, as well as that of the Company's customers and suppliers. As of March 31, 2023 and 2022, the carrying value of the Company's intellectual property was not material.
Derivative Instruments and Hedging Activities
All derivative instruments are recognized on the consolidated balance sheets at fair value. If the derivative instrument is designated as a cash flow hedge, effectiveness is tested monthly using a regression analysis of the change in the spot currency rates and the change in the present value of the spot currency rates. The spot currency rates are discounted to present value using functional currency Inter-bank Offering Rates over the maximum length of the hedge period. The effective portion of changes in the fair value of the derivative instrument (excluding time value) is recognized in shareholders' equity as a separate component of accumulated other comprehensive income (loss), and recognized in the consolidated statements of operations when the hedged item affects earnings. Ineffective and excluded portions of changes in the fair value of cash flow hedges are recognized in earnings immediately. If the derivative instrument is designated as a fair value hedge, the changes in the fair value of the derivative instrument and of the hedged item attributable to the hedged risk are recognized in earnings in the current period. Cash receipts and cash payments related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the consolidated statements of cash flows. Additional information is included in note 8.
Other Current Assets
Other current assets include approximately $501.1 million and $600.7 million as of March 31, 2016 and 2015, respectively for the deferred purchase price receivable from the Company's Global and North American Asset-Backed Securitization programs. See note 10 for additional information.

10.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF ACCOUNTING POLICIES (Continued)


Also included in other current assets is the value of certain assets purchased on behalf of a customer and financed by a third party banking institution in the amounts of $83.6 million and $169.2 million as of March 31, 2016 and 2015, respectively, as further described in note 17. Additionally, other current assets as of March 31, 2016 includes an amount of $36.7 million relating to these assets that have been sold to third parties but not yet collected.
Investments
The Company has certain equityan investment portfolio that consists of strategic investments in privately held companies, and notes receivable from, non-publicly traded companiescertain venture capital funds which are included within other assets. These privately held companies range from startups to more mature companies with established revenue streams and business models. As of March 31, 2023, and March 31, 2022, the Company's investments in non-consolidated companies totaled $115 million and $131 million, respectively.
The Company recognized $4 million of net equity in losses and $61 million of equity in earnings, associated with its equity method of accounting is used when the Company has the ability to significantly influence the operating decisions of the issuer; otherwise the cost method is used. Non-majority-owned investments, in corporationsequity in earnings of unconsolidated affiliates on the consolidated statement of operations during fiscal years 2023 and 2022, respectively.
Non-consolidated investments in entities are accounted for using the equity method when the Company has an ownershipinvestment in common stock or in-substance common stock, and either (a) has the ability to significantly influence the operating decisions of the issuer, or (b) if the Company has a voting percentage generally equal to or generally greater than 20% but less than 50%, and for non-majority-owned investments in partnerships when generally greater than 5%. Cost method is used for investments where the Company does not have the ability to significantly influence the operating decisions of the investee, or if the Company’s investment is in securities other than common stock or in-substance common stock.
The Company monitors these investments for impairment indicators and makes appropriate reductions in carrying values as required.required whenever events or changes in circumstances indicate that the assets may be impaired. The factors the Company considers in its evaluation of potential impairment of its investments include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee, or factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operation or working capital deficiencies. Fair values of these investments, when required, are estimated using unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy, and require management to make various judgmental assumptions primarily about comparable company multiples and discounted cash flow projections.
As of March 31, 2016 and 2015, the Company's equity investments in non-majority owned companies totaled $122.9 million and $87.0 million, respectively. The equity in the earnings or losses Some of the Company's equityinherent estimates and assumptions used in determining the fair value of the investments are outside the control of management. While the Company believes it has made reasonable estimates and assumptions to calculate the fair value of the investments, it is possible a material change could occur. If the actual results are not consistent with management's estimates and assumptions used to calculate fair value, it could result in material impairments of investments.
For investments accounted for under the cost method investments wasthat do not material tohave readily determinable fair values, the consolidated resultsCompany measures them at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of operations for any period presented and is included in interest and other, net.the same issuer.
Other Current LiabilitiesCustomer Working Capital Advances
Other current liabilities include customerCustomer working capital advances of $253.7 millionwere $2.3 billion and $189.6 million, customer-related accruals of $479.5 million and $454.8 million, and deferred revenue of $332.3 million and $272.6 million$1.4 billion, as of March 31, 20162023 and 2015,2022, respectively. The customer working capital advances are not interest bearing,interest-bearing, do not generally have fixed repayment dates and are generally reduced as the underlying working capital is consumed in production. production or the customer working capital advance agreement is terminated.
Other Current Liabilities
Other current liabilities also included the outstanding balances due to the third party banking institution related to the financed equipment discussed aboveinclude customer-related accruals of $122.0$313 million and $197.7$227 million as of March 31, 20162023 and 2015,2022, respectively.
Leases
The Company is a lessee with several non-cancellable operating leases, primarily for warehouses, buildings, and other assets such as vehicles and equipment. The Company determines if an arrangement is a lease at contract inception. A contract is a lease or contains a lease when (1) there is an identified asset, and (2) the Company has the right to control the use of the identified asset. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date for the Company's operating leases. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The Company has elected the short-term lease recognition and measurement exemption for all classes of assets, which allows the Company to not recognize ROU assets and lease liabilities for leases with a lease term of 12 months or less and with no purchase option the Company is reasonably certain of exercising. The Company has also elected the practical expedient to account for the lease and non-lease components as a single lease component, for all classes of underlying assets. Therefore, the lease payments used to measure the lease liability include all of the fixed considerations in the contract. Lease payments included in the measurement of the lease liability comprise the following: fixed
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payments (including in-substance fixed payments), and variable payments that depend on an index or rate (initially measured using the index or rate at the lease commencement date). As the Company cannot determine the interest rate implicit in the lease for the Company's leases, the Company uses the Company's estimate of the incremental borrowing rate as of the commencement date in determining the present value of lease payments. The Company's estimated incremental borrowing rate is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for all of the Company's leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.
As of March 31, 2023 and 2022, current operating lease liabilities were $126 million and $132 million, respectively, as further describedwhich are included in note 17.other current liabilities on the consolidated balance sheets.
Restructuring Charges
The Company recognizes restructuring charges related to its plans to close or consolidate excess manufacturing facilities and rationalize administrative facilities.functions. In connection with these activities, the Company records restructuring charges for employee termination costs, long-lived asset impairment and other exit-related costs.
The recognition of restructuring charges requires the Company to make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned exit activity. To the extent the Company's actual results differ from its estimates and assumptions, the Company may be required to revise the estimates of future liabilities, requiring the recognition of additional restructuring charges or the reduction of liabilities already recognized. Such changes to previously estimated amounts may be material to the consolidated financial statements. At the end of each reporting period, the Company evaluates the remaining accrued balances to ensure that no excess accruals are retained, and the utilization of the provisions are for their intended purpose in accordance with developed exitrestructuring plans. See note 1416 for additional information regarding restructuring charges.
Recently Adopted Accounting Pronouncements
In March 2016,December 2022, the Financial Accounting Standards Board ("FASB")FASB issued new guidanceASU 2022-06 "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848", which eliminatesdefers the requirementsunset date of ASC 848 from December 31, 2022 to December 31, 2024. ASC 848 provides relief for companies preparing for the discontinuation of interest rates, such as LIBOR. Entities that apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment.ASC 848 can continue to do so until December 31, 2024. The Company has electedadopted the guidance during the third quarter of fiscal year 2023 with an immaterial impact on its consolidated financial statements.
In November 2021, the FASB issued ASU 2021-10 "Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance", which requires entities to early adopt this newprovide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements and any significant terms and conditions of the agreements, including commitments and contingencies. The Company adopted the guidance during the fourth quarter of fiscal year 2016 on a prospective basis as permitted under the new guidance, and the impact was not material.
In November 2015, the FASB issued new guidance to eliminate the requirement for companies to separate deferred income tax assets and liabilities into current and noncurrent amounts on the balance sheet. Instead, companies will be required to classify all deferred tax liabilities and assets as noncurrent. The Company elected to early adopt this new guidance during the third quarter of fiscal year 2016 on a prospective basis as permitted under the new guidance, resulting in the reclassification of $66.3 million of deferred income tax assets and $9.1 million of deferred income tax liabilities from current into noncurrent as

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2. SUMMARY OF ACCOUNTING POLICIES (Continued)


of March 31, 2016. Prior periods were not retrospectively adjusted.
In September 2015, the FASB issued new guidance to simplify the accounting for adjustments made to provisional amounts recognized in a business combination. Under previous guidance, the acquirer retrospectively adjusted the provisional amounts recognized at the acquisition date2023 with a corresponding adjustment to goodwill, and would have to revise comparative information for prior periods presented in financial statements as needed. The update requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The Company has elected to early adopt this new guidance which is effective for the Company beginning the third quarter of fiscal year 2016, and the impact was not material.

In April 2015, the FASB issued new guidance which changes the presentation of debt issuance costs in financial statements. Under the new guidance, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset, with amortization of the costs being reported as interest expense. The Company has elected to early adopt during the fourth quarter of fiscal year 2016, and retrospectively adjusted all prior balance sheets presented. As a result of the adoption, $12.7 million of debt issuance costs associated with the Company’s bank borrowings and long-term debt as of March 31, 2015, were reclassified from other noncurrent assets, to short-term and long-term debt in the consolidated balance sheet.
Recently Issued Accounting Pronouncements
In March 2016, the FASB issued new guidance intended to reduce the cost and complexity of the accounting for share-based payments. The new guidance simplifies various aspects of the accounting for share-based payments including income tax effects, withholding requirements and forfeitures. The Company will be required to adopt the new guidance beginning with the first quarter of fiscal year 2018, with early adoption permitted. The Company is currently assessing the impact of this update and the timing of adoption.
In February 2016, the FASB issued new guidance intended to improve financial reporting on leasing transactions. The new lease guidance will require entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. The guidance will also enhance existing disclosure requirements relating to those leases. The Company will be required to adopt the new lease guidance beginning with the first quarter of fiscal year 2020, with early adoption permitted. Upon initial evaluation, the Company believes the new guidance will have a materialimmaterial impact on its consolidated balance sheets when adopted. The Company is currently assessing the timing of adoption.financial statements.
In July 2015,2021, the FASB issued new guidanceASU 2021-05 "Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments", which requires a lessor to simplifyclassify a lease with variable lease payments that don’t depend on an index or a rate as an operating lease on the measurement of inventory, by requiring that inventory be measured at the lower of cost and net realizable value. Prior to the issuancecommencement date of the new guidance, inventory was measured at the lower of cost or market. Thislease if specified criteria are met. The guidance is effective for the Company beginning in the first quarter of fiscal year 2018,2023 with early application permitted as of the beginning of an interim or annual reporting period.adoption permitted. The Company is currently assessingadopted the guidance during the first quarter of fiscal year 2023 with an immaterial impact of this update and the timing of adoption.

on its consolidated financial statements.
Recently Issued Accounting Pronouncements
In May 2014,September 2022, the FASB issued new guidanceASU 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations", which requires an entitya buyer in a supplier finance program to recognize revenue relatingdisclose sufficient information about the program to contracts with customersallow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. To achieve that depictsobjective, the transfer of promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange for such goods or services. In order to meet this requirement, the entity must apply the following steps: (i) identify the contracts with the customers; (ii) identify performance obligations in the contracts; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations per the contracts; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Additionally, disclosures required for revenue recognition will includebuyer should disclose qualitative and quantitative information about contracts with customers, significant judgments and changesits supplier finance programs. The amendments in judgments, and assets recognized from costs to obtainthis update do not affect the recognition, measurement, or fulfill a contract. In July 2015, the FASB deferred the effective datefinancial statement presentation of the standardobligations covered by a year, and as a result, thesupplier finance programs. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019.2024, except for the amendment on roll-forward information which is effective in fiscal year 2025, with early adoption permitted. The Company has assessed thatexpects the impact of the new guidance will result in a change of the Company's revenue recognition model from "point in time" upon physical delivery to an "over time" model and believes this transition will have a material impact on the Company's consolidated financial statements upon adoption.


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guidance will have an immaterial impact on its consolidated financial statements, and intends to adopt the guidance retrospectively when it becomes effective in the first quarter of fiscal year 2024.
3. LEASES
The Company has several commitments under operating leases for warehouses, buildings, and equipment. The Company also has a minimal number of finance leases with an immaterial impact on its consolidated financial statements. Leases have remaining lease terms ranging from approximately 1 year to 17 years.
The components of lease cost recognized were as follow (in millions): 
Lease costFiscal Year Ended
March 31, 2023March 31, 2022
Operating lease cost$151 $156 

Amounts reported in the consolidated balance sheet as of the fiscal years ended March 31, 2023 and 2022 were (in millions, except weighted average lease term and discount rate):
As of March 31, 2023As of March 31, 2022
Operating Leases:
   Operating lease right of use assets$608$637
   Operating lease liabilities632683
Weighted-average remaining lease term (In years)
   Operating leases6.67.1
Weighted-average discount rate
   Operating leases4.2 %3.6 %

Other information related to leases was as follow (in millions):
Fiscal Year Ended
March 31, 2023March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities: 
   Operating cash flows from operating leases$151 $158 
Right‑of‑use assets obtained in exchange for lease liabilities
   Operating Lease$119 $78 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Future lease payments under non-cancellable leases as of March 31, 2023 were as follows (in millions):
Fiscal Year Ended March 31,Operating Leases
2024$150 
2025130 
2026104 
202786 
202874 
Thereafter178 
Total undiscounted lease payments722 
Less: imputed interest90 
Total lease liabilities$632 
Total rent expense amounted to $185 million, $180 million, and $180 million in fiscal years 2023, 2022 and 2021, respectively.
4. REVENUE
Revenue Recognition
The Company provides a comprehensive suite of services for its customers that range from advanced product design to manufacturing and logistics to after-sales services. The first step in its process for revenue recognition is to identify a contract with a customer. A contract is defined as an agreement between two parties that creates enforceable rights and obligations and can be written, verbal, or implied. The Company generally enters into master supply agreements (“MSAs”) with its customers that provide the framework under which business will be conducted. This includes matters such as warranty, indemnification, transfer of title and risk of loss, liability for excess and obsolete inventory, pricing formulas, payment terms, etc., and the level of business under those agreements may not be guaranteed. In those instances, the Company bids on a program-by-program basis and typically receives customer purchase orders for specific quantities and timing of products. As a result, the Company considers its contract with a customer to be the combination of the MSA and the purchase order, or any other similar documents such as a statement of work, product addendum, emails or other communications that embody the commitment by the customer.
In determining the appropriate amount of revenue to recognize, the Company applies the following steps: (i) identifies the contracts with the customers; (ii) identifies performance obligations in the contracts; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations per the contracts; and (v) recognizes revenue when (or as) the Company satisfies a performance obligation. Further, the Company assesses whether control of the products or services promised under the contract are transferred to the customer at a point in time (PIT) or over time (OT). The Company is first required to evaluate whether its contracts meet the criteria for OT recognition. The Company has determined that for a portion of its contracts the Company is manufacturing products for which there is no alternative use (due to the unique nature of the customer-specific product and intellectual property restrictions) and the Company has an enforceable right to payment including a reasonable profit for work-in-progress inventory with respect to these contracts. For certain other contracts, the Company’s performance creates and enhances an asset that the customer controls as the Company performs under the contract. As a result, revenue is recognized under these contracts OT based on the cost-to-cost method as it best depicts the transfer of control to the customer measured based on the ratio of costs incurred to date as compared to the total estimated costs at completion of the performance obligation. For all other contracts that do not meet these criteria, the Company recognizes revenue when it has transferred control of the related manufactured products which generally occurs upon delivery and passage of title to the customer.
Customer Contracts and Related Obligations
Certain of the Company’s customer agreements include potential price adjustments which may result in variable consideration. These price adjustments include, but are not limited to, sharing of cost savings, committed price reductions, material margins earned over the period that are contractually required to be paid to the customers, rebates, refunds tied to performance metrics such as on-time delivery, and other periodic pricing resets that may be refundable to customers. The Company estimates the variable consideration related to these price adjustments as part of the total transaction price and recognizes revenue in accordance with the pattern applicable to the performance obligation, subject to a constraint. The Company constrains the amount of revenues recognized for these contractual provisions based on its best estimate of the amount which will not result in a significant reversal of revenue in a future period. The Company determines the amounts to be
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recognized based on the amount of potential refunds required by the contract, historical experience and other surrounding facts and circumstances. Often these obligations are settled with the customer in a period after shipment through various methods which include reduction of prices for future purchases, issuance of a payment to the customer, or issuance of a credit note applied against the customer’s accounts receivable balance. In many instances, the agreement is silent on the settlement mechanism. Any difference between the amount accrued for potential refunds and the actual amount agreed to with the customer is recorded as an increase or decrease in revenue. These potential price adjustments are included as part of other current liabilities on the consolidated balance sheet and disclosed as part of customer-related accruals in note 2.
Performance Obligations
The Company derives its revenues primarily from manufacturing services, and to a lesser extent, from innovative design, engineering, and supply chain services and solutions.
A performance obligation is an implicitly or explicitly promised good or service that is material in the context of the contract and is both capable of being distinct (customer can benefit from the good or service on its own or together with other readily available resources) and distinct within the context of the contract (separately identifiable from other promises). The Company considers all activities typically included in its contracts, and identifies those activities representing a promise to transfer goods or services to a customer. These include, but are not limited to, design and engineering services, prototype products, tooling, etc. Each promised good or service with regards to these identified activities is accounted for as a separate performance obligation only if it is distinct - i.e., the customer can benefit from it on its own or together with other resources that are readily available to the customer. Certain activities on the other hand are determined not to constitute a promise to transfer goods or service, and therefore do not represent separate performance obligations for revenue recognition (e.g., procurement of materials and standard workmanship warranty).
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual good or service is not separately identifiable from other promises in the contract and is, therefore, not distinct. Promised goods or services that are immaterial in the context of the contract are not separately assessed as performance obligations. In the event that more than one performance obligation is identified in a contract, the Company is required to allocate the transaction price between the performance obligations. The allocation would generally be performed on the basis of a relative standalone price for each distinct good or service. This standalone price most often represents the price that the Company would sell similar goods or services separately.
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 consolidated balance sheets and transferred to receivables when rights to payment become unconditional.
A contract liability is recognized when the Company receives payments in advance of the satisfaction of performance. Contract liabilities, identified as deferred revenue, were $885 million and $704 million as of March 31, 2023 and 2022, respectively, of which $795 million and $616 million, respectively, is included in deferred revenue and customer working capital advances under current liabilities.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Disaggregation of Revenue
The following table presents the Company’s revenue disaggregated based on timing of transfer - point in time and over time for the fiscal years ended March 31, 2023, 2022 and 2021:
Fiscal Year Ended March 31,
202320222021
Timing of Transfer(In millions)
FAS
Point in time$14,942 $13,288 $12,058 
Over time827 739 1,435 
Total15,769 14,027 13,493 
FRS
Point in time12,004 9,904 7,667 
Over time729 699 1,828 
Total12,733 10,603 9,495 
Nextracker
Point in time51 128 66 
Over time1,852 1,330 1,129 
Total1,903 1,458 1,195 
Intersegment eliminations
Point in time(59)(47)(59)
Over time— — — 
Total(59)(47)(59)
Flex
Point in time26,938 23,273 19,732 
Over time3,408 2,768 4,392 
Total$30,346 $26,041 $24,124 
5. SHARE-BASED COMPENSATION
Equity Compensation Plans
Flex historically maintains stock-based compensation plans at a corporate level. The Company's primary plan used for granting equity compensation awards is the 2010Company's 2017 Equity Incentive Plan (the "2010"2017 Plan").
During fiscal year 2016, in conjunction with the acquisition of NEXTracker, the Company assumed all of the outstanding, unvested share bonus awards and outstanding, unvested options to purchase shares of common stock of NEXTracker, and converted all these shares into Flex awards. As a result, the Company offers an additional2023, Nextracker granted equity compensation plan as of March 31, 2016,awards to Nextracker employees under the 2014 NEXTrackerFirst Amended and Restated 2022 Nextracker LLC Equity Incentive Plan (the "NEXTracker Plan").
Further, during fiscal year 2016, the Company granted equity compensation awards under a third plan, the 2013 Elementum Plan (the "Elementum"2022 Nextracker Plan"), which is administered by Elementum SCM (Cayman) Limited ("Elementum"),Nextracker, a majority owned subsidiary of the Company.
Share-Based Compensation Expense
The following table summarizes the Company's share-based compensation expense for all Equity Incentive Plans:equity incentive plans:

 Fiscal Year Ended March 31,
 202320222021
 (In millions)
Cost of sales$38 $24 $20 
Selling, general and administrative expenses95 67 59 
Total share-based compensation expense$133 $91 $79 

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 Fiscal Year Ended March 31,
 2016 2015 2014
 (In thousands)
Cost of sales$8,986
 $7,503
 $6,540
Selling, general and administrative expenses68,594
 42,767
 33,899
Total share-based compensation expense$77,580
 $50,270
 $40,439
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As required by the authoritative guidance for stock-based compensation, management made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest. When estimating forfeitures, the Company considers voluntary termination behavior as well as an analysis of actual forfeitures.FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cash flows resulting from excess tax benefits (tax benefits related to the excess of proceeds from employee exercises of share options over the share-based compensation cost recognized for those options) are classified as financingoperating cash flows. During fiscal years 2016, 20152023, 2022 and 2014,2021, the Company did not recognize any excess tax benefits as a financingan operating cash inflow.
The 20102017 Equity Incentive Plan (the "2017 Plan")
As of March 31, 2016,2023, the Company had approximately 27.111.8 million shares available for grant under the 20102017 Plan. Options issuedThe Company no longer issues options to employees under the 2010 Plan generally vest over four years2017 Plan. The number of outstanding and expire seven years fromexercisable options are immaterial and the date of grant. Options granted to non-employee directors expire five years from the date of grant.
The exercise price of options granted to employees is determined by the Company's Board of Directors or the Compensation Committee and may not be less than the closing price of the Company's ordinary shares on the date of grant.
As of March 31, 2016, the total unrecognized compensation cost net of estimated forfeitures, related to unvested share options granted to employees under the 20102017 Plan was not significant and will be amortized on a straight-line basis over a weighted-average periodhas been fully recognized as of approximately 2.3 years, adjusted for estimated forfeitures.March 31, 2023.
The Company also grants restricted share bonusunit ("RSU") awards under its equity compensation plan. Share bonus2017 Plan. RSU awards are rights to acquire a specified number of ordinary shares for no cash consideration in exchange for continued service with the Company. Share bonusRSU awards generally vest in installments over a threetwo to five-yearfour-year period and unvested share bonusRSU awards are generally forfeited upon termination of employment.
Vesting for certain share bonusRSU awards is contingent upon both service and market conditions or both service and performance conditions. Further, vesting for certain share bonus awards granted to certain executive officers is contingent upon meeting certain free cash flow targets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)


As of March 31, 2016,2023, the total unrecognized compensation cost related to unvested share bonusRSU awards granted to employeesunder the 2017 Plan was approximately $97.9 million, net of estimated forfeitures, under the 2010 Plan.$162 million. These costs will be amortized generally on a straight-line basis over a weighted-average period of approximately 2.5 years, adjusted for estimated forfeitures.2.0 years. Approximately $13.7$14 million of the total unrecognized compensation cost related to the 2010 Plan, net of estimated forfeitures, is related to share bonusRSU awards granted to certain key employees whereby vesting is contingent on meeting a certain market condition.conditions. Approximately $9 million of the total unrecognized compensation cost is related to RSU awards granted to certain key employees whereby vesting is contingent on meeting certain performance conditions.
Determining Fair Value - Options and share bonusRSU awards
Valuation and Amortization MethodThe Company estimates the fair value of share options granted under the 2010 Plan using the Black-Scholes valuation method and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair market value of share bonusRSU awards granted, other than those awards with a market condition, is the closing price of the Company's ordinary shares on the date of grant and is generally recognized as compensation expense on a straight-line basis over the respective vesting period.
Expected Term—The Company's expected term used in the Black-Scholes valuation method represents the period that the Company's share options are expected to be outstanding and is determined based on historical experience of similar awards, giving consideration to the contractual terms of the share options, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its share options.
Expected Volatility—The Company's expected volatility used in the Black-Scholes valuation method is derived from a combination of implied volatility related to publicly traded options to purchase Flex ordinary shares and historical variability in the Company's periodic share price.
Expected Dividend—The Company has never paid dividends on its ordinary shares and accordingly the dividend yield percentage is zero for all periods.
Risk-Free Interest Rate—The Company bases the risk-free interest rate used in the Black-Scholes valuation method on the implied yield currently available on U.S. Treasury constant maturities issued with a term equivalent to the expected term of the option.
There were no options granted under the 2010 Plan during fiscal years 2016 and 2014. The fair value of the Company's share options granted to employees for fiscal year 2015 was estimated using the following weighted-average assumptions:

Fiscal Year Ended
March 31,
2015
Expected term6.3 years
Expected volatility46.9%
Expected dividends0.0%
Risk-free interest rate2.3%
Weighted-average fair value$4.85
Options granted during fiscal year 2015 had contractual lives of seven years.
Determining Fair Value - Share bonusRSU awards with service and market conditions
Valuation and Amortization Method—The Company estimates the fair value of share bonusRSU awards granted under the 20102017 Plan whereby vesting is contingent on meeting certain market conditions using Monte Carlo simulation. This fair value is then amortized on a straight-line basis over the vesting period, which is the service period.
Expected volatility of Flex—Volatility used in a Monte Carlo simulation is derived from the historical volatility of Flex's stock price over a period equal to the service period of the share bonusRSU awards granted. The service period is three years for those share bonusRSU awards granted in fiscal years 2016, 20152023, 2022, and 2014.2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)


Average peer volatility—Volatility used in a Monte Carlo simulation is derived from the historical volatilities of both the S&P 500 index and components of an extended Electronics Manufacturing Services ("EMS") group, comprised of global competitors of the Company within the same industry,Flex's peer companies for the share bonusRSU awards granted in fiscal years 2016, 20152023 and 2014.2022, and volatility used in a Monte Carlo simulation is derived from the historical volatility of the Standard and Poor's ("S&P") 500 index for the RSU awards granted in fiscal year 2021.
Average Peer Correlation—Correlation coefficients were used to model the movement of Flex's stock price relative to bothFlex's peer companies for the RSU awards granted in fiscal years 2023 and 2022, and correlation coefficients were used to model the movement of Flex's stock price relative to the S&P 500 index and peers in the extended EMS group for the share bonusRSU awards granted in fiscal years 2016, 2015 and 2014.year 2021.
Expected Dividend —The Company has never paid dividends on its ordinary shares and accordingly the dividend yield percentage is zero for all periods.
Risk-Free Interest Rate assumptionsSame methodology as discussed above.The Company bases the risk-free interest rate used in the Monte Carlo simulation on the implied yield currently available on U.S. Treasury constant maturities issued with a term equivalent to the expected term of the RSU awards.
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FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value of the Company's share-bonusRSU awards under the 20102017 Plan, whereby vesting is contingent on meeting certain market conditions, for fiscal years 2016, 20152023, 2022, and 20142021 was estimated using the following weighted-average assumptions:

Fiscal Year Ended March 31, Fiscal Year Ended March 31,
2016 2015 2014 202320222021
Expected volatility26.0% 29.4% 35.9%Expected volatility49.0 %54.6 %52.8 %
Average peer volatility23.0% 25.9% 35.7%Average peer volatility41.4 %39.8 %35.9 %
Average peer correlation0.6
 0.6
 0.4
Average peer correlation0.4 0.4 0.7 
Expected dividends0.0% 0.0% 0.0%Expected dividends— %— %— %
Risk-free interest rate1.2% 0.9% 0.4%Risk-free interest rate3.0 %0.3 %0.3 %
Share-Based Awards Activity
The following is a summary of optionOption activity for the Company's 20102017 Plan ("Price" reflects the weighted-average exercise price):
 Fiscal Year Ended March 31,
 201620152014
 Options Price Options Price Options Price
Outstanding, beginning of fiscal year15,992,894
 $7.81
 23,612,872
 $8.57
 34,405,564
 $8.29
Granted
 
 15,000
 11.11
 
 
Exercised(10,006,774) 6.10
 (3,600,900) 6.53
 (6,572,383) 4.28
Forfeited(3,616,484) 12.23
 (4,034,078) 13.17
 (4,220,309) 12.93
Outstanding, end of fiscal year2,369,636
 $8.31
 15,992,894
 $7.81
 23,612,872
 $8.57
Options exercisable, end of fiscal year2,359,527
 $8.30
 15,959,173
 $7.81
 23,373,101
 $8.58
The aggregate intrinsic value of options exercised under the Company's 2010 Plan (calculated as the difference between the exercise price of the underlying award and the price of the Company's ordinary shares determined as of the time of option exerciseis immaterial for options exercised in-the-money) was $55.3 million, $16.3 million and $24.7 million during fiscal years 2016, 2015 and 2014, respectively.all periods presented. 
Cash received from option exercises under the 20102017 Plan, which was $61.1 million, $23.5 million and $28.1 millionreflected within other financing activities in the consolidated statement of cash flows, was immaterial for fiscal years 2016, 20152023, 2022, and 2014, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)


The following table presents the composition of options outstanding and exercisable under the 2010 Plan as of March 31, 2016:
  Options OutstandingOptions Exercisable
Range of Exercise Prices Number of
Shares
Outstanding
 Weighted
Average
Remaining
Contractual
Life
(In Years)
 Weighted
Average
Exercise
Price
 Number of
Shares
Exercisable
 Weighted
Average
Remaining
Contractual
Life
(In Years)
 
Weighted
Average
Exercise
Price
$1.94 - $5.75 1,148,421
 0.40 $5.55
 1,148,421
 0.40 $5.55
$5.87 - $7.07 40,002
 1.55 6.55
 37,521
 1.41 6.54
$7.08 - $10.59 323,646
 1.76 8.25
 323,646
 1.76 8.25
$10.67 - $11.41 549,067
 0.34 11.23
 541,439
 0.27 11.23
$11.53 - $13.98 273,500
 0.50 13.37
 273,500
 0.50 13.37
$14.34 - $23.02 35,000
 0.42 15.95
 35,000
 0.42 15.95
$1.94 - $23.02 2,369,636
 0.60 $8.31
 2,359,527
 0.59 $8.30
Options vested and expected to vest 2,368,361
 0.60 $8.31
   
 

As of March 31, 2016 the aggregate intrinsic value for options outstanding, options vested and expected to vest (which includes adjustments for expected forfeitures), and options exercisable under the Company's 2010 Plan, were $9.4 million, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's ordinary shares as of March 31, 2016 for the approximately 2.1 million options that were in-the-money at March 31, 2016.2021.
The following table summarizes the Company's share bonusRSU award activity under the 20102017 Plan ("Price" reflects the weighted-average grant-date fair value):
Fiscal Year Ended March 31,
202320222021
SharesPriceSharesPriceSharesPrice
Unvested RSU awards outstanding, beginning of fiscal year17,019,559 $14.13 17,308,625 $11.14 16,050,640 $11.87 
Granted (1)8,416,650 18.22 7,276,643 18.48 10,982,109 11.04 
Vested (1)(9,229,198)12.51 (5,933,605)10.87 (5,520,005)11.64 
Forfeited(858,396)15.31 (1,632,104)12.42 (4,204,119)11.92 
Unvested RSU awards outstanding, end of fiscal year15,348,615 $16.79 17,019,559 $14.13 17,308,625 $11.14 
 Fiscal Year Ended March 31,
 201620152014
 Shares Price Shares Price Shares Price
Unvested share bonus awards outstanding, beginning of fiscal year18,993,252

$9.01

21,848,120

$7.32

21,807,069
 $6.80
Granted7,619,722

12.23

6,963,125

11.75

8,978,941
 8.07
Vested(8,529,378)
7.93

(7,246,056)
6.97

(5,481,153) 6.66
Forfeited(1,083,520)
9.67

(2,571,937)
7.70

(3,456,737) 7.07
Unvested share bonus awards outstanding, end of fiscal year17,000,076

$10.77

18,993,252

$9.01

21,848,120
 $7.32

(1)Included in the fiscal year 2023 amounts are 1.2 million of share bonus awards representing the number of awards achieved above target levels based on the achievement of certain market conditions for awards granted in the fiscal year 2020. These awards were issued and immediately vested in accordance with the terms and conditions of the underlying awards.
Of the 7.68.4 million unvested share bonusRSU awards granted under the 2010 Plan in fiscal year 2016,2023, approximately 0.26.1 million haveare plain-vanilla unvested RSU awards with no performance or market conditions with an average grant date price of $12.10$17.89 per share and represents the target amount of grants made to certain executive officers whereby vesting is contingent on meeting certain free cash flow targets. These awards ultimately vest over a range from zero up to a maximum of 0.4share. Further, approximately 0.5 million of the target payment based on a measurement of cumulative three-year increase of free cash flow from operations of the Company, and will cliff vest after a period of three-years.
Another 0.2 million ofthese unvested share bonusRSU awards granted in fiscal year 2016 have an average grant date price of $12.06 per share and represents the target amount of grants made to certain employees whereby vesting is contingent on meeting certain operating profit targets. These awards ultimately vest over a range from zero up to a maximum of 0.4 million of the target payments based on the operating profit achievements of a certain business unit of the Company over a four-year

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)


period. The vesting will begin on March 31, 2016 and occur every year over a period of four years contingent on meeting the agreed targets.
Further, 0.7 million of unvested share bonus awards granted in fiscal year 20162023 represents the target amount of grants made to certain key employees whereby vesting is contingent on certain market conditions. Theconditions, with an average grant date fair value of these awards was estimated to be $14.96$23.45 per award and was calculated using a Monte Carlo simulation. Vesting information offor these shares areis further detailed in the table below.
Of the 17.015.3 million unvested share bonusRSU awards outstanding under the 20102017 Plan as of the fiscal year ended 2016,March 31, 2023, approximately 3.22.1 million of unvested share bonusRSU awards under the 2010 Plan representsrepresent the target amount of grants made to certain key employees whereby vesting is contingent on meeting certain market conditions summarized as follows:

Targeted
number of
awards as of
March 31, 2023
(in shares)
Range of shares
that may be issued (1)
Average
grant date
fair value
(per share)
Assessment dates
Year of grantMinimumMaximum
Fiscal 2023533,946 $23.45 — 1,067,892 June 2025
Fiscal 2022378,588 25.86 — 757,176 June 2024
Fiscal 20211,168,426 15.03 — 2,336,852 June 2023
Totals2,080,960  4,161,920  

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FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Targeted
number of
awards as of
March 31, 2016
(in shares)
     Range of shares
that may be issued
  
  Average
grant date
fair value
(per share)
    
    Assessment dates
Year of grant Market condition Minimum Maximum 
Fiscal 2016 726,995
 $14.96
 Vesting ranges from zero to 200% based on measurement of Flextronics' total shareholder return against both the Standard and Poor's ("S&P") 500 Composite Index and an Extended Electronics Manufacturing Services ("EMS") Group Index.
 
 1,453,990
 May 2018
Fiscal 2015 706,747
 $14.77
 Vesting ranges from zero to 200% based on measurement of Flextronics' total shareholder return against both the S&P 500 Composite Index and an EMS Group Index. 
 1,413,494
 May 2017
Fiscal 2014 1,810,000
 $9.36
 Vesting ranges from zero to 200% based on measurement of Flextronics' total shareholder return against both the S&P 500 Composite Index and an EMS Group Index. 
 3,620,000
 May 2016
Totals 3,243,742
  
    
 6,487,484
  
(1)    Vesting ranges from zero to 200% based on measurement of Flex's total shareholder return against Flex's peer companies for RSU awards granted in fiscal years 2023 and 2022 and based on measurement of Flex's total shareholder return against the Standard and Poor's ("S&P") 500 Composite Index for RSU awards granted in fiscal year 2021.

In accordance with the accounting guidance, theThe Company will continue to recognize share-based compensation expense for these awards with market conditions regardless of whether such awards will ultimately vest. During fiscal year 2016, 2.22023, 2.4 million shares vested in connection with the remaining number of share bonus awards with market conditions granted in fiscal year 2013, and2020.
Approximately 0.5 million shares vested in connection with half of the share bonusthese unvested RSU awards with market conditions granted in fiscal year 2012.2023 represents 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 $16.52 per share. Vesting information for these shares is further detailed in the table below.
Of the 15.3 million unvested RSU awards outstanding under the 2017 Plan as of the fiscal year ended March 31, 2023, approximately 0.9 million unvested RSU awards represent the target amount of grants made to certain key employees whereby vesting is contingent on meeting certain performance conditions summarized as follows:
Targeted
number of
awards as of
March 31, 2023
(in shares)
Range of shares
that may be issued (1)
Average
grant date
fair value
(per share)
Assessment date
Year of grantMinimumMaximum
Fiscal 2023533,946 $16.52 — 1,067,892 Mar 2026
Fiscal 2022378,586 $18.24 — 757,172 Mar 2025
Totals912,532 1,825,064 
(1)    Vesting ranges from zero to 200% based on performance of Flex's average earnings per share growth.
The total intrinsic value of share bonusRSU awards vested under all the Company's 20102017 Plan was $103.2$148 million, $79.0$108 million and $42.4$69 million during fiscal years 2016, 20152023, 2022 and 2014,2021, respectively, based on the closing price of the Company's ordinary shares on the date vested.
The 2014 NEXTracker2022 Nextracker Equity Incentive Plan
All shares granted duringDuring fiscal year 20162023, Nextracker awarded 5.7 million equity-based compensation awards to its employees under the NEXTracker plan are the result2022 Nextracker Plan, which included approximately 2.8 million options awards, 2.2 million RSU ("NRSU") awards and 0.7 million performance-based restricted share unit awards (“NPSU”). Out of the Company's conversion of all outstanding, unvested0.7 million shares of NEXTracker into unvestedNPSUs awarded, only 0.2 million shares ofmet the Company, as part of the acquisition. No additional grants will be made out of this plan in the future and therefore there are no shares availablecriteria for a grant date under the NEXTracker PlanASC 718 as of March 31, 2016. Options issued to employees2023. Vesting for the awards granted under the NEXTracker2022 Nextracker Plan generally haveis contingent upon continued employee service and certain performance conditions, including a vesting periodliquidity event such as the IPO. Upon the completion of twothe IPO, the awards were modified to four years from vesting commencement date and expire ten yearsvest in Class A common stock of Nextracker instead of common units of Nextracker LLC. Nextracker recorded $28 million of cumulative stock-based compensation expense following the IPO in fiscal year 2023. The incremental cost recognized resulting from the datemodification was immaterial in fiscal year 2023.
The fair value of grant.the Company's awards granted under the 2022 Nextracker Plan was estimated based on the following assumptions:

Fiscal year ended March 31, 2023
Expected volatility65.0%
Expected dividends—%
Risk-free interest rate2.5% - 2.7%
The following table summarizes the options awards, NRSU awards and NPSU awards activity under the Nextracker 2022 Plan for the fiscal year ended March 31, 2023:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)

Fiscal year ended March 31, 2023
Options (2)NRSUNPSU (3)
SharesWeighted average fair value per shareSharesWeighted average fair value per shareSharesWeighted average fair value per share
Unvested awards outstanding, beginning of fiscal year— $— — $— — $— 
Granted2,806,905 6.30 2,172,234 20.40 219,713 23.01 
Vested— — — — — — 
Forfeited (1)(114,286)6.30 (169,815)20.40 — — 
Unvested awards outstanding, end of fiscal year2,692,619 $6.30 2,002,419 $20.40 219,713 $23.01 

(1)    Awards forfeited due to employee terminations.
The exercise price of options granted(2)    Vesting ranges from zero to employees was determined by the Company100% based on a conversionthe achievement levels of Nextracker's compounded annual growth rate agreed upon inover the purchase agreementperformance period.
(3)    Vesting ranges from zero to 200% based on the achievement levels of NEXTracker.Nextracker's total shareholder return over the performance period.
As of March 31, 2016, the2023, total unrecognized compensation cost, net of estimated forfeitures,expense related to unvested share options granted to employees under the NEXTracker Plan was $18.2 million and will be amortized on a straight-line basis over a weighted-average period of approximately 2.8 years, adjusted for estimated forfeitures.
The Company also granted share bonus awards under the NEXTracker Plan. These share bonus awards vest in installments over a three to five-year period from vesting commencement date, and unvested share bonus awards are forfeited upon termination of employment. Vesting for certain of these share bonus awards is contingent on meeting certain performance targets over a three-year period commencing October 1, 2015.
As of March 31, 2016, the total unrecognized compensation cost related to unvested share bonus awards granted to employees2022 Nextracker Plan was approximately $19.1$46 million, under the NEXTracker Plan. These costs will be amortized generally on a straight-line basis over a weighted-average period of approximately 2.4 years, adjusted for estimated forfeitures.
Determining Fair Value
The fair value of the Company's share options granted to employees under the NEXTracker Plan for fiscal year 2016 was estimated using the following weighted-average assumptions:
Fiscal Year Ended
March 31, 2016
Expected term2.9 years
Expected volatility28.8%
Expected dividends0.0%
Risk-free interest rate0.9%
Weighted-average fair value$7.76
Share-Based Awards Activity
The followingwhich is a summary of option activity for the NEXTracker Plan ("Price" reflects the weighted-average exercise price):
 Fiscal Year Ended March 31,
 2016
 Options
Price
Outstanding, beginning of fiscal year

$
Granted3,205,806

3.28
Exercised(237,380)
0.99
Forfeited(226,572)
3.75
Outstanding, end of fiscal year2,741,854

$3.44
Options exercisable, end of fiscal year223,869

$4.95

Of the 3.2 million unvested share-based awards granted under the NEXTracker Plan in fiscal year 2016, approximately 0.5 million of unvested share-based awards have an average grant date price of $7.76 per share and represents the number of grants made to certain NEXTracker employees whereby the right to exercise is contingent on meeting certain performance targets over a three-year period commencing October 1, 2015.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)


The aggregate intrinsic value of options exercised under the NEXTracker plan (calculated as the difference between the exercise price of the underlying award and the price of the Company's ordinary shares determined as of the time of option exercise for options exercised in-the-money) was $2.32 million as of March 31, 2016.
Cash received from option exercises under the NEXTracker Plan was $0.2 million for fiscal year 2016.
The following table presents the composition of options outstanding and exercisable under the NEXTracker Plan as of March 31, 2016:


Options Outstanding
Options Exercisable
Range of Exercise Prices
Number of
Shares
Outstanding

Weighted
Average
Remaining
Contractual
Life
(In Years)

Weighted
Average
Exercise
Price

Number of
Shares
Exercisable

Weighted
Average
Remaining
Contractual
Life
(In Years)

Weighted
Average
Exercise
Price
$0.08 - $5.24
2,088,258

9.49
$1.19

129,376

9.49
$0.79
$5.25 - $10.65
653,596

9.49
10.65

94,493

9.49
10.65
$0.08 - $10.65
2,741,854

9.49
$3.44

223,869

9.49
$4.95
Options vested and expected to vest
2,741,854

9.49
$3.44









As of March 31, 2016 the aggregate intrinsic value, for options outstanding, options vested and expected to vest (which includes adjustments for expected forfeitures), and options exercisable under the Company's NEXTracker Plan, were $23.6 million, $23.6 million, and $1.59 million, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's ordinary shares as of March 31, 2016 for the approximately 2.7 million options under the NEXTracker Plan that were in-the-money at March 31, 2016.
The following table summarizes the Company's share bonus award activity under the NEXTracker Plan ("Price" reflects the weighted-average grant-date fair value):

Fiscal Year Ended March 31,

2016

Shares
Price
Unvested share bonus awards outstanding, beginning of fiscal year

$
Granted2,393,195

10.27
Vested(31,925)
10.27
Forfeited(52,174)
10.27
Unvested share bonus awards outstanding, end of fiscal year2,309,096

$10.27

Of the 2.4 million unvested share bonus awards granted under the NEXTracker Plan as of the fiscal year ended 2016, approximately 0.9 million of unvested shares bonus awards represents the target amount of grants made to certain NEXTracker employees whereby vesting is contingent on meeting certain performance targets over a three-year period commencing October 1, 2015.
The total intrinsic value of share bonus awards vested under the Company's NEXTracker Plan was $0.35 million during fiscal year 2016, based on the closing price of the Company's ordinary shares on the date vested.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. SHARE-BASED COMPENSATION (Continued)


The 2013 Equity Incentive Plan of Elementum SCM (Cayman) Ltd.
As of March 31, 2016 Elementum had approximately 5.4 million shares available for future grants under the 2013 Elementum Plan. Options to purchase shares in Elementum issued to employees under the Elementum Plan have a vesting period of two to four years and expire ten years from the grant date. As of March 31, 2016 there were 26.2 million of options outstanding at a weighted average exercise price of $0.35 per option. Cash received from option exercises under the Elementum Plan was $0.5 million for fiscal year 2016. Total unrecognized compensation expenses relating to stock options granted to certain employees under the Elementum Plan as of March 31, 2016 is $5.2 million, and will be recognized over a weighted averageweighted-average expected vesting period of 2.72.3 years.
4.6. EARNINGS PER SHARE
Basic earnings per share excludes dilution and areis computed by dividing net income by the weighted-average number of ordinary shares outstanding during the applicable periods.
Diluted earnings per share reflects the potential dilution from stock options and share bonusshare-based compensation awards. The potential dilution from stock options exercisable into ordinary share equivalents and restricted share bonusunit awards was computed using the treasury stock method based on the average fair market value of the Company's ordinary shares for the period.
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FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table reflects the basic weighted-average ordinary shares outstanding and diluted weighted-average ordinary share equivalents used to calculate basic and diluted income per share:
Fiscal Year Ended March 31,
Fiscal Year Ended March 31,2023 20222021
2016 2015 2014(In millions, except per share amounts)
(In thousands, except
per share amounts)
Basic earnings per share:     
Basic earnings per share attributable to the shareholders of Flex Ltd.Basic earnings per share attributable to the shareholders of Flex Ltd.
Net income$444,081
 $600,801
 $365,594
Net income$1,033 $940 $613 
Net income attributable to noncontrolling interest and redeemable noncontrolling interestNet income attributable to noncontrolling interest and redeemable noncontrolling interest240 — 
Net income attributable to Flex Ltd.Net income attributable to Flex Ltd.$793 $936 $613 
Shares used in computation:     Shares used in computation:
Weighted-average ordinary shares outstanding557,667
 579,981
 610,497
Weighted-average ordinary shares outstanding454 476 499 
Basic earnings per share$0.80
 $1.04
 $0.60
Basic earnings per share$1.75 $1.97 $1.23 
     
Diluted earnings per share:     
Diluted earnings per share attributable to the shareholders of Flex Ltd.Diluted earnings per share attributable to the shareholders of Flex Ltd.
Net income$444,081
 $600,801
 $365,594
Net income$1,033 $940 $613 
Net income attributable to noncontrolling interest and redeemable noncontrolling interestNet income attributable to noncontrolling interest and redeemable noncontrolling interest240 — 
Net income attributable to Flex Ltd.Net income attributable to Flex Ltd.$793 $936 $613 
Shares used in computation:     Shares used in computation:
Weighted-average ordinary shares outstanding557,667
 579,981
 610,497
Weighted-average ordinary shares outstanding454 476 499 
Weighted-average ordinary share equivalents from stock options and awards (1)7,202
 11,575
 12,982
Weighted-average ordinary share equivalents from RSU awards (1)Weighted-average ordinary share equivalents from RSU awards (1)
Weighted-average ordinary shares and ordinary share equivalents outstanding564,869
 591,556
 623,479
Weighted-average ordinary shares and ordinary share equivalents outstanding462 483 506 
Diluted earnings per share$0.79
 $1.02
 $0.59
Diluted earnings per share$1.72 $1.94 $1.21 


(1)Options to purchase ordinary shares of 2.0 million, 6.2 million and 17.1 million during fiscal years 2016, 2015 and 2014, respectively, and share bonus awards of less than 0.1 million during fiscal year 2015, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted average ordinary shares equivalents. There were no anti-dilutive share bonus awards in fiscal year 2016 and 2014.

(1)An immaterial amount RSU awards during fiscal years 2023, 2022, and 2021, respectively were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted average ordinary shares equivalents.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


7. NONCONTROLLING INTEREST

Nextracker Inc.
5. NONCONTROLLING INTERESTS
DuringIn the fourth quarter of fiscal year 2014,2023, Nextracker completed an IPO through a previously wholly-owned subsidiaryseries of reorganization transactions that resulted in Nextracker having an Up-C structure.
Prior to the IPO, TPG Rise held preferred units representing an interest of 17.37% in the LLC. This was presented as a redeemable noncontrolling interest on Flex’s consolidated balance sheets. TPG Rise received a pro-rated 5% annual preferred dividend on its investment for the period prior to the IPO. In connection with the IPO, all of the Company received $38.6preferred units of the LLC were automatically converted into an equal number of common units of the LLC. TPG Rise and the Flex subsidiaries holding LLC common units also subscribed for an equal number of non-economic, voting Class B common shares of Nextracker Inc. The common units of the LLC, together with a corresponding number of shares of Class B common stock are exchangeable at any time at the option of the holder for shares of Nextracker Inc. Class A common stock on a one-for-one basis or for cash, at the option of Nextracker Inc. and upon such exchange, a corresponding number of such holder's Class B common stock will be cancelled. Following the IPO, the noncontrolling interest in Nextracker comprise the Class A common stock of Nextracker (31.8% of Nextracker’s total common stock) and 6.77% respectively of Nextracker’s Class B common stock and the LLC’s common units, held by TPG Rise.
The LLC also made a distribution in an aggregate amount of $175 million in exchange for issuing a noncontrolling equity interest to certain third party investors for an ownership interest of less than 20%advance of the outstanding sharesIPO. With respect to such distribution, $50 million was distributed to Flex and the remaining $125 million to Flex's subsidiaries and TPG Rise, pro-rata in relation to their respective holdings. $22 million of the $125 million was distributed to TPG Rise in relation to their preferred units and this distribution is presented within income attributable to noncontrolling interest in the subsidiary.consolidated statements of operations. The Company continuesdistribution was financed in part with net proceeds from a $150 million term loan under a credit agreement entered into by the LLC (the “2023 Credit Agreement”). Refer to ownnote 9 for further discussion of our debt activities.
Flex recorded the noncontrolling interest in Nextracker as 38.6% of Nextracker's post IPO book value, with a majoritycorresponding offset to additional paid-in capital of Flex. On a subsequent measurement basis, the carrying value is adjusted for earnings attributable to the noncontrolling interest.
As of March 31, 2023 and 2022, noncontrolling interest was $355 million and zero, and redeemable noncontrolling interest was zero and $78 million, respectively. As a result of the subsidiary's outstanding equity and also controlsIPO, the subsidiary's board of directors. Accordingly,noncontrolling interest previously determined redeemable prior to the consolidated financial statements include the financial position and results of operations of this subsidiaryIPO did not exist as of March 31, 2016 and for the year then ended.
The Company has recognized the carrying value of the2023. Net income attributable to noncontrolling interest as a component of total shareholders' equity. The operating results of the subsidiary attributable to theand redeemable noncontrolling interest were losses of $6.7 million, $4.3was $240 million and $0.4$4 million forin fiscal years 2016, 20152023 and 2014, respectively, which were classified as a component of interest and other, net, in the Company's consolidated statements of operations.2022, respectively.
6.8. SUPPLEMENTAL CASH FLOW DISCLOSURES
The following table represents supplemental cash flow disclosures and non-cash investing and financing activities:
Fiscal Year Ended March 31,
202320222021
(In millions)
Net cash paid for:
Interest$227 $169 $147 
Income taxes124 122 105 
Non-cash investing and financing activity:
Unpaid purchases of property and equipment$184 $126 $102 
Pre-IPO paid-in-kind dividend to redeemable noncontrolling interest21 — 
Finance lease for Bright Machines assets— — 


78
 Fiscal Year Ended March 31,
 2016 2015 2014
 (In thousands)
Net cash paid for:     
Interest$114,578
 $87,179
 $86,406
Income taxes$105,453
 $70,621
 $87,561
Non-cash investing activity:     
Unpaid purchases of property and equipment$93,310
 $115,757
 $42,902

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FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7.9. BANK BORROWINGS AND LONG-TERM DEBT
Bank borrowings and long-term debt are as follows:
Maturity DateAs of March 31,
20232022
(In millions)
5.000% Notes ("2023 Notes") (1)(2)(3)February 2023$— $500 
4.750% Notes ("2025 Notes") (1)(2)June 2025599 598 
3.750% Notes ("2026 Notes") (1)(2)February 2026686 690 
6.000% Notes ("2028 Notes") (1)(2)(3)January 2028396 — 
4.875% Notes ("2029 Notes") (1)(2)June 2029658 659 
4.875% Notes ("2030 Notes") (1)(2)May 2030685 690 
Euro Term Loans (4)December 2023— 389 
JPY Term Loan (5)April 2024253 273 
Delayed Draw Term Loan (6)November 2023150 — 
Nextracker Term Loan (7)February 2028150 — 
3.600% HUF Bonds (8)December 2031284 301 
India Facilities (9)May 2023 and June 2023— 84 
Other31 
Debt issuance costs(21)(18)
3,841 4,197 
Current portion, net of debt issuance costs(150)(949)
Non-current portion$3,691 $3,248 
 As of March 31,
 2016 2015
 (In thousands)
Term Loan, including current portion, due in installments through August 2018$577,500
 $592,500
Term Loan, including current portion, due in installments through March 2019547,500
 475,000
4.625% Notes due February 2020500,000
 500,000
5.000% Notes due February 2023500,000
 500,000
4.750% Notes due June 2025595,589
 
Other71,317
 16,233
Debt issuance costs(17,351) (12,733)
 2,774,555
 2,071,000
Current portion, net of debt issuance costs(65,166) (45,030)
Non-current portion$2,709,389
 $2,025,970


(1)The notes are carried at the principal amount of each note, less any unamortized discount or premium and unamortized debt issuance costs.
(2)The weighted-averagenotes are the Company’s senior unsecured obligations and rank equally with all other existing and future senior unsecured debt obligations.
(3)In December 2022, the Company issued $400 million of 6.000% Notes due 2028. The Company received proceeds of approximately $396 million, net of discount, from the issuance which were used, together with cash on hand, for general corporate purposes, which included redeeming its 2023 notes in December 2022, and for working capital requirements.
(4)In December 2021, the Company borrowed €350 million under a 1-year term loan agreement. The proceeds of the term loan were used to refinance certain other outstanding debt and for other general corporate purposes. During fiscal year 2023, the Company repaid all outstanding Euro term loans.
(5)In April 2019, the Company entered into a JPY 33.5 billion term loan agreement at three-month TIBOR plus 0.430%, which was then swapped to U.S. dollars. The term loan, which is subject to quarterly interest rates forpayments, was used to fund general operations and refinance certain other outstanding debt.
(6)In September 2022, the Company's long-term debt were 3.5%Company entered into a $450 million delayed draw term loan credit agreement, under which $300 million was repaid during fiscal year 2023, and 3.2%$150 million of borrowings was outstanding as of March 31, 20162023. Borrowings under the delayed draw term loan may be used for working capital, capital expenditures, refinancing of current debt, and 2015, respectively.
Repaymentsother general corporate purposes. Interest is based on either (a) a Term SOFR-based formula plus a margin of 100.0 basis points to 162.5 basis points, depending on the Company's credit ratings, or (b) a Base Rate (the greatest of the agent's prime rate, the federal funds rate plus 0.50%, and the Term SOFR plus 1.00%) formula plus a margin of 0.0 basis point to 62.5 basis points, depending on the Company's long-termcredit ratings.
(7)In February 2023, Nextracker LLC borrowed $150 million under a five-year term loan credit facility to finance the cash distribution in connection with the initial public offering of the Nextracker Inc. $3 million in debt are as follows:

issuance costs were incurred to obtain the term loan financing. The Nextracker term loan requires quarterly principal payments beginning on June 30, 2024 in an amount equal to 0.625% of the original aggregate principal amount of the Nextracker term loan. From June 30, 2025, the quarterly principal payment will increase to 1.25% of the original aggregate principal amount of the Nextracker term loan. The remaining balance of the Nextracker term loan will be repayable on February 11, 2028. The interest rate of the Nextracker term loan is 5.12% (SOFR rate of 3.49% plus a margin of 1.63%).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. BANK BORROWINGS AND LONG-TERM DEBT (Continued)

(8)In December 2021, the Company issued HUF 100 billion (approximately $284 million as of March 31, 2023) in aggregate principal amount of bonds under the National Bank of Hungary’s Bond Funding for Growth Scheme. The bonds are unsecured and unsubordinated obligations of the Company and rank equally with all of the Company’s other existing and future unsecured and unsubordinated obligations. The outstanding principal amount of the bonds bear interest at 3.60% per annum. The proceeds of the bonds were used for general corporate purposes.
Fiscal Year Ending March 31,Amount
 (In thousands)
2017$65,166
201863,522
20191,005,095
2020498,287
202149,153
Thereafter1,110,683
Total$2,791,906
Term Loan due August(9)In July 2018,
On August 30, 2013, a subsidiary of the Company entered into a $600$200 million term loan agreement due August 30, 2018 and used these proceeds to repay certain term loans in full that were outstanding at that time in the amount of $544.8 million.facility (the "India Facilities"). The remaining $55.2 millionIndia Facility was used to repay partfund capital expenditures to support the Company's expansion plans for India. The Company repaid all outstanding borrowings during fiscal year 2023.
Revolving Credit Facilities:
In July 2022, the Company entered into a new $2.5 billion credit agreement which matures in July 2027 (the "2027 Credit Facility") and consists of a $2.5 billion revolving credit facility with a sub-limit of $360 million available for swing line loans, and a sub-limit of $175 million available for the term loanissuance of letters of credit. The 2027 Credit Facility replaced the previous $2.0 billion revolving credit facility, which was due to mature in January 2026. As of March 201931, 2023 and upfront bank fees. This loan is repayable in quarterly installments of $3.75 million, which commenced in December 2014 and continue through August 2018, with the remaining amount due at maturity.2022, no borrowings were outstanding.
Borrowings under this term loanthe 2027 Credit Facility bear interest, at the Company'sCompany’s option, either at (i) LIBORthe Base Rate, plus 1.0%; plus, an applicable margin ranging from 0.125% to 0.750% per annum, based on the Company’s credit ratings or (ii) Term SOFR (or (x) the “Alternative Currency Term Rate”, which is defined as, depending on the applicable currency at issue, either the Euro Interbank Offered Rate, Tokyo Interbank Offer Rate, or such other term rate per annum as designated with respect to such alternative currency or (y) the “Alternative Currency Daily Rate”, which is defined as, in the case of Sterling, the rate per annum equal to Sterling Overnight Index Average, and for any other alternative currency, such other term rate per annum as designated with respect to such alternative currency) plus the applicable margin for LIBORTerm SOFR rate (or the Alternative Currency Term Rate) loans ranging between 1.00%1.125% and 2.00%,1.750% per annum, based on the Company'sCompany’s credit ratings, orplus an adjustment for Term SOFR loans of 0.10% per annum and an adjustment for Sterling Overnight Index Average loans of 0.0326% per annum. Interest on the outstanding borrowings is payable, (i) in the case of borrowings at the Base Rate, on the last business day of March, June, September and December of each calendar year and the maturity date, (ii) in the basecase of borrowings at the Term SOFR rate (the greatest(or the Alternative Currency Term Rate), on the last day of the applicable interest period selected by the Company, which date shall be no later than the last day of every third month and the maturity date and (iii) in the case of borrowings at the Alternative Currency Daily Rate, on the last day of each calendar month and the maturity date. The Company is required to pay a quarterly commitment fee on the unutilized portion of the revolving credit commitments under the 2027 Credit Facility ranging from 0.125% to 0.275% per annum, based on the Company’s credit ratings. The Company is also required to pay letter of credit usage fees ranging from 1.125% to 1.750% per annum (based on the Company’s credit ratings) on the amount of the daily average outstanding letters of credit and a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each letter of credit.
Under the 2027 Credit Facility, the interest rate margins, commitment fee and letter of credit usage fee are subject to upward or downward adjustments if the Company achieves, or fails to achieve, certain specified sustainability targets with respect to workplace safety and greenhouse gas emissions. Such upward or downward sustainability adjustments may be up to 0.05% per annum in the case of the interest rate margins and letter of credit usage fee and up to 0.01% per annum in the case of the commitment fee.
In February 2023, Nextracker Inc., and the LLC, as the borrower, entered into a senior credit facility with a syndicate of banks (the “2023 Credit Agreement”) comprised of (i) a term loan in the aggregate principal amount of $150 million (the “Term Loan”), and (ii) a revolving credit facility in an aggregate principal amount of $500 million (the “RCF”). The LLC borrowed $150 million under the Term Loan, and used the proceeds to finance, in part, the Distribution. The RCF is available in U.S. primedollars, euros and such currencies as mutually agreed on a revolving basis during the five-year period through February 11, 2028 and is available to fund working capital and other general corporate purposes. A portion of the RCF not to exceed $300 million is available for the issuance of letters of credit. A portion of the RCF not to exceed $50 million is available for swing line loans.
Borrowings in U.S. dollars under the 2023 Credit Agreement bear interest at a rate based on either (a) a term secured overnight financing rate (“SOFR”) based formula (including a credit spread adjustment of 10 basis points) plus a margin of 162.5 basis points to 200 basis points, depending on the federal fundsLLC’s total net leverage ratio, or (b) a Base Rate formula plus a margin of 62.5 basis point to 100 basis points, depending on the LLC’s total net leverage ratio. Borrowings under the RCF in euros will bear interest based on the adjusted EURIBOR rate plus 0.50%a margin of 162.5 basis points to 200 basis points, depending on the LLC’s total net leverage ratio. The LLC will also be required to pay a quarterly commitment fee on the undrawn portion of the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
RCF of 20 basis points to 35 basis points, depending on the LLC’s total net leverage ratio. The interest rate for the Term Loan is 5.12% (SOFR rate of 3.49% plus a margin of 1.63%).
The 2023 Credit Agreement contains certain affirmative and LIBOR fornegative covenants that, among other things and subject to certain exceptions, limit the ability of the LLC and its restricted subsidiaries to incur additional indebtedness or liens, to dispose of assets, change their fiscal year or lines of business, pay dividends and other restricted payments, make investments and other acquisitions, make optional payments of subordinated and junior lien debt, enter into transactions with affiliates and enter into restrictive agreements. In addition, the 2023 Credit Agreement requires the LLC to maintain a one-monthmaximum consolidated total net leverage ratio.
As of March 31, 2023, the Company and certain of its subsidiaries had various uncommitted revolving credit facilities, lines of credit and other credit facilities in the amount of $317 million in the aggregate. There were no borrowings outstanding under these facilities as of March 31, 2023 and 2022. These unsecured credit facilities, and lines of credit and other credit facilities bear annual interest period plus 1.00%)at the respective country's inter-bank offering rate, plus an applicable margin ranging between 0.00% and 1.00%, based onmargin.
Debt Covenants:
Borrowings under the Company's credit rating.
This term loan is unsecured, and contains customary restrictions on the Company's and its subsidiaries' ability to (i) incur certainCompany’s debt (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenantsagreements are subject to a number of exceptionsvarious covenants that limit the Company’s ability to incur additional indebtedness, sell assets, effect mergers and limitations. This term loan agreementcertain transactions, and effect certain transactions with subsidiaries and affiliates. In addition, the 2027 Credit Facility, and the Delayed Draw Term Loan also requiresrequire that the Company maintain a maximum ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation and amortization), and a minimum interest coverage ratio, as defined therein, during its term.ratio. The Company is also subject to certain covenants requiring the Company to offer to repurchase the 2025 Notes, 2026 Notes, 2028 Notes, 2029 Notes, and 2030 Notes (collectively the “Notes”) upon a change of control. As of March 31, 2016,2023 and 2022, the Company was in compliance with the covenants under this term loan agreement.its debt covenants.
Term Loan Agreement due March 2019 and Revolving Line of Credit
On September 30, 2015, the Company amended its former $2.0 billion credit facility ("Credit Facility") to increase the $500.0 million term loan maturing in March 2019 by $100.0 million. Quarterly repayments of principal under this term loan were amended to $7.5 million through March 31, 2016, and will be increased to $11.3 million thereafter with the remainder due upon maturity. As of March 31, 2016 the amended Credit Facility consists of a $1.5 billion revolving credit facility and a $600.0 million term loan, which is due to expire in March 2019.
Borrowings under this facility bearThe weighted-average interest atrates for the Company's option, either at (i) LIBOR plus the applicable margin for LIBOR loans ranging between 1.125%long-term debt were 4.7% and 2.125%, based on the Company's credit ratings or (ii) the base rate (the greatest of the agent's prime rate, the federal funds rate plus 0.50% and LIBOR for a one-month interest period plus 1.00%) plus an applicable margin ranging between 0.125% and 1.125%, based on the Company's credit rating. The Company is required to pay a quarterly commitment fee ranging between 0.15% and 0.40% per annum on the daily unused amount of the $1.5 billion Revolving Credit Facility based on the Company's credit rating.
This Credit Facility is unsecured, and contains customary restrictions on the Company's and its subsidiaries' ability to (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of exceptions and limitations. This Credit Facility also requires that the Company maintain a maximum ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation and amortization), and a minimum interest coverage ratio, as defined therein, during its term. As of March 31, 2016, the Company was in compliance with the covenants under this loan agreement.
Notes due February 2020 and February 2023

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. BANK BORROWINGS AND LONG-TERM DEBT (Continued)

On February 20, 2013, the Company issued $500.0 million of 4.625% Notes due February 15, 2020 and $500.0 million of 5.000% Notes due February 15, 2023 (collectively the "Notes") in a private offering pursuant to Rule 144A and Regulation S under the Securities Act. In July 2013, the Company exchanged these notes for new notes with substantially similar terms and completed the registration of these notes with the Securities and Exchange Commission. The Company received net proceeds of approximately $990.6 million from the issuance and used those proceeds, together with $9.4 million of cash on hand, to repay $1.0 billion of outstanding borrowings under its previous term loan that was due October 2014.
Interest on the Notes is payable semi-annually, which commenced on August 15, 2013. The Notes are senior unsecured obligations of the Company, rank equally with all of the Company's other existing and future senior and unsecured debt obligations, and are guaranteed, jointly and severally, fully and unconditionally on an unsecured basis, by each of the Company's 100% owned subsidiaries that guarantees indebtedness under, or is a borrower under, the Company's Credit Facility or the Company's Term Loan due 2018.
At any time prior to maturity, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus an applicable premium accrued and unpaid interest, if any, to the applicable redemption date. Upon the occurrence of a change of control repurchase event (as defined in the Notes indenture), the Company must offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date.
The indenture governing the Notes contains covenants that, among other things, restrict the ability of the Company and certain of the Company's subsidiaries to create liens; enter into sale-leaseback transactions; create, incur, issue, assume or guarantee any funded debt; and consolidate or merge with, or convey, transfer or lease all or substantially all of the Company's assets to, another person. These covenants are subject to a number of significant limitations and exceptions set forth in the indenture. The indenture also provides for customary events of default, including, but not limited to, cross defaults to certain specified other debt of the Company and its subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the indenture occurs or is continuing, the applicable trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all of the Notes to be due and payable immediately. As of March 31, 2016, the Company was in compliance with the covenants in the indenture governing the Notes.
Notes due June 2025
On June 8, 2015, the Company issued $600 million of 4.750% Notes ("Notes") due June 15, 2025 in a private offering pursuant to Rule 144A and Regulation S under the Securities Act, at 99.213% of face value, and an effective yield of approximately 4.850%. The Company received net proceeds of approximately $595.3 million from the issuance which was used for general corporate purposes. During January 2016, the Company exchanged these notes for new notes with substantially similar terms and completed the registration of these notes with the Securities and Exchange Commission.
The Company incurred approximately $7.9 million of costs in conjunction with the issuance of the Notes. The issuance costs were capitalized and presented on the balance sheet as a direct deduction from the carrying amount of the Notes.
Interest on the Notes is payable semi-annually, commencing on December 15, 2015. The Notes are senior unsecured obligations of the Company, rank equally with all of the Company's other existing and future senior and unsecured debt obligations, and are guaranteed, jointly and severally, fully and unconditionally on an unsecured basis, by each of the Company's 100% owned subsidiaries that guarantees indebtedness under, or is a borrower under, the Company's Term Loan Agreement and Revolving Line of Credit.
At any time prior to March 15, 2025, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus an applicable premium and accrued and unpaid interest, if any, to the applicable redemption date. Upon the occurrence of a change of control repurchase event (as defined in the Notes indenture), the Company must offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date.
The indenture governing the Notes contains covenants that, among other things, restrict the ability of the Company and certain of the Company's subsidiaries to create liens; enter into sale-leaseback transactions; create, incur, issue, assume or guarantee any funded debt; and consolidate or merge with, or convey, transfer or lease all or substantially all of the Company's assets to, another person, or permit any other person to consolidate, merge, combine or amalgamate with or into the Company. These covenants are subject to a number of significant limitations and exceptions set forth in the indenture. The indenture also

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. BANK BORROWINGS AND LONG-TERM DEBT (Continued)

provides for customary events of default, including, but not limited to, cross defaults to certain specified other debt of the Company and its subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the agreement occurs or is continuing, the applicable trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all of the Notes to be due and payable immediately, but upon certain conditions such declaration and its consequences may be rescinded and annulled by the holders of a majority in principal amount of the Notes. As of March 31, 2016, the Company was in compliance with the covenants in the indenture governing the Notes.
Other Credit Lines
On October 1, 2015, the Company borrowed €50 million (approximately $56.6 million4.0% as of March 31, 2016), under a 5-year, term-loan agreement due September 30, 2020. Borrowings under this term loan bear interest at EURIBOR plus the applicable margin ranging between 0.80%2023 and 2.00%, based on the Company’s credit ratings. The loan is repayable beginning December 30, 2016 in quarterly payments2022, respectively.
Scheduled repayments of €312,500 through June 30, 2020 with the remainder due upon maturity. This loan is included in the "Other" category in the table above.

This term loan is unsecured, and is guaranteed by the Company. This term loan agreement contains customary restrictions on the Company's bank borrowings and its subsidiaries' ability to (i) incur certainlong-term debt (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of exceptions and limitations. This term loan agreement also requires that the Company maintain a maximum ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation and amortization), and a minimum interest coverage ratio, as defined therein, during its term. As of March 31, 2016, the Company was in compliance with the covenants under this term loan agreement.follows:
As of March 31, 2016, the Company and certain of its subsidiaries had various uncommitted revolving credit facilities, lines of credit and other credit facilities in the amount of $166.0 million in the aggregate. There were no borrowings outstanding under these facilities as of March 31, 2016 and 2015. These unsecured credit facilities, and lines of credit and other credit facilities bear annual interest at the respective country's inter-bank offering rate, plus an applicable margin, and generally have maturities that expire on various dates in future fiscal years.
Fiscal Year Ending March 31,Amount
(In millions)
2024$150 
2025253 
20261,285 
2027— 
2028546 
Thereafter1,628 
Total$3,862 
8.10. FINANCIAL INSTRUMENTS
Foreign Currency Contracts
The Company transacts business in various foreign countries and is therefore exposed to foreign currency exchange rate risk inherent in forecasted sales, cost of sales, and monetary assets and liabilities denominated in non-functional currencies. The Company has established risk management programs to protect against volatility in the value of non-functional currency denominated monetary assets and liabilities, and of future cash flows caused by changes in foreign currency exchange rates. The Company tries to maintain a partial or fully hedged position for certain transaction exposures, which are primarily, but not limited to, revenues, customerforecasted sales and vendor paymentscost of sales, and inter-company balancesmonetary assets and liabilities in currencies other than the functional currency unit of the operating entity. The Company enters into short-term and long-term foreign currency derivative contracts, including forward, swap, and swapoption contracts to hedge only those currency exposures associated with certain assets and liabilities, primarily accounts receivable, and accounts payable, debt, and cash flows denominated in non-functional currencies. Gains and losses on the Company's forward and swapderivative 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 forward and swapderivative 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 institution were not material.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. FINANCIAL INSTRUMENTS (Continued)


As of March 31, 2016,2023, the aggregate notional amount of the Company's outstanding foreign currency forward and swapderivative contracts was $4.3$11.1 billion as summarized below:
Foreign Currency
Amount
 Notional Contract
Value in USD
Notional Contract
Value in USD
CurrencyBuy Sell Buy SellCurrencyBuySell
(In thousands)(In millions)
Cash Flow Hedges       Cash Flow Hedges
HUFHUF$418 $— 
JPYJPY300 — 
MXNMXN448 
OtherOther641 69 
1,807 69 
Other Foreign Currency ContractsOther Foreign Currency Contracts
CNY1,076,000
 
 $165,373
 $
CNY677 89 
EUR15,030
 75,135
 16,977
 85,374
EUR2,273 2,466 
HUF14,759,000
 
 53,090
 
ILS122,000
 
 32,072
 
GBPGBP289 323 
MXN1,503,000
 
 86,823
 
MXN595 452 
MYR180,000
 18,200
 45,023
 4,552
MYR437 243 
PLN56,400
 
 15,004
 
OtherN/A
 N/A
 40,621
 
Other779 609 
    454,983
 89,926
Other Forward/Swap Contracts       
BRL
 440,000
 
 120,892
CHF8,420
 24,760
 8,716
 25,629
CNY885,136
 
 135,739
 
DKK203,100
 157,200
 30,777
 23,821
EUR959,000
 1,213,691
 1,080,754
 1,364,808
GBP34,693
 58,825
 49,810
 84,354
HUF20,063,000
 17,734,000
 72,169
 63,791
ILS79,900
 69,520
 21,004
 18,276
INR2,843,900
 20,170
 42,708
 300
MXN1,885,860
 746,330
 108,940
 43,113
MYR391,491
 79,400
 97,922
 19,860
PLN137,548
 84,861
 36,593
 22,576
RON78,424
 66,870
 19,836
 16,913
SEK473,954
 821,132
 57,697
 99,637
OtherN/A
 N/A
 54,157
 31,296
    1,816,822
 1,935,266
5,050 4,182 
Total Notional Contract Value in USD    $2,271,805
 $2,025,192
Total Notional Contract Value in USD$6,857 $4,251 
As of March 31, 20162023 and 2015,2022, the fair value of the Company's short-term foreign currency contracts was included in other current assets or other current liabilities, as applicable, in the consolidated balance sheets. Certain of these contracts are designed to economically hedge the Company's exposure to monetary assets and liabilities denominated in a non-functional currenciescurrency 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 interest and other charges (income), net in the consolidated statements of operations. As of March 31, 2016 and 2015, theThe Company also has included net deferred gains and losses in accumulated other comprehensive loss, a component of shareholders' equity in the consolidated balance sheets, relating to changes in fair value of its foreign currency contracts that are accounted for as cash flow hedges. These deferred gains totaled $2.7 millionDeferred losses were immaterial as of March 31, 2016,2023, and are expected to be recognized primarily as a component of cost of sales in the consolidated statement of operations primarily over the next twelve-month period. period, except for the USD JPY cross currency swap and the USD HUF cross currency swaps, which are further discussed below.
The gainsCompany entered into a USD JPY cross currency swap in April 2019 to hedge the foreign currency risk on the JPY term loan due April 2024, and losses recognizedthe fair value of the cross currency swap was included in earningscurrent and long-term other liabilities as of March 31, 2023, and March 31, 2022, respectively. The Company entered into USD HUF cross currency swaps in December 2021 to hedge the foreign currency risk on the HUF bonds due December 2031, and the fair value of the cross currency swaps was included in other current assets and long-term other liabilities as of March 31, 2023, and March 31, 2022, respectively. The changes in fair value of the USD JPY cross currency swap and 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 remeasurements of the underlying JPY loan principal and HUF bond principal, which also impact the same line.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. FINANCIAL INSTRUMENTS (Continued)


hedge ineffectiveness were not material for all fiscal years presented and are included as a component of interest and other, net in the consolidated statements of operations.
The following table presents the fair value of the Company's derivative instruments utilized for foreign currency risk management purposes at March 31, 20162023 and 2015:2022:
Fair Values of Derivative Instruments
Asset DerivativesLiability Derivatives
Fair ValueFair Value
Balance Sheet
Location
March 31,
2023
March 31,
2022
Balance Sheet
Location
March 31,
2023
March 31,
2022
(In millions)
Derivatives designated as hedging instruments
Foreign currency contractsOther current assets$46 $22 Other current liabilities$22 $35 
Foreign currency contractsOther assets— — Other liabilities88 61 
Derivatives not designated as hedging instruments
Foreign currency contractsOther current assets$26 $21 Other current liabilities$19 $26 
 Fair Values of Derivative Instruments
 Asset Derivatives Liability Derivatives
   Fair Value   Fair Value
 Balance Sheet
Location
 March 31,
2016
 March 31,
2015
 Balance Sheet
Location
 March 31,
2016
 March 31,
2015
 (In thousands)
Derivatives designated as hedging instruments           
Foreign currency contractsOther current assets $5,510
 $2,896
 Other current liabilities $2,446
 $19,729
Derivatives not designated as hedging instruments           
Foreign currency contractsOther current assets $17,138
 $22,933
 Other current liabilities $18,645
 $11,328


The Company has financial instruments subject to master netting arrangements, which providesprovide for the net settlement of all contracts with a single counterparty.certain counterparties. The Company does not offset fair value amounts for assets and liabilities recognized for derivative instruments under these arrangements, and as such, the asset and liability balances presented in the table above reflect the gross amounts of derivatives in the consolidated balance sheets. The impact of netting derivative assets and liabilities is not material to the Company's financial position for any of the periods presented.
9.11. ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component, net of tax, during fiscal years ended March 31, 2016, 20152023, 2022 and 20142021 are as follows:
Unrealized loss on
derivative
instruments and
other
Foreign currency
translation
adjustments
Total
(In millions)
Beginning balance on March 31, 2020$(82)$(133)$(215)
Other comprehensive gain before reclassifications48 56 104 
Net gains reclassified from accumulated other comprehensive loss(8)— (8)
Net current-period other comprehensive gain40 56 96 
Ending balance on March 31, 2021$(42)$(77)$(119)
Other comprehensive loss before reclassifications(49)(44)(93)
Net losses reclassified from accumulated other comprehensive loss25 30 
Net current-period other comprehensive loss(24)(39)(63)
Ending balance on March 31, 2022$(66)$(116)$(182)
Other comprehensive loss before reclassifications(25)(67)(92)
Net losses reclassified from accumulated other comprehensive loss77 80 
Net current-period other comprehensive gain (loss)52 (64)(12)
Ending balance on March 31, 2023$(14)$(180)$(194)
 Fiscal Year Ended March 31, 2016
 Unrealized loss on
derivative
instruments and
other
 Foreign currency
translation
adjustments
 Total
 (In thousands)
Beginning balance$(68,266) $(112,239) $(180,505)
Other comprehensive loss before reclassifications(2,199) (3,145) (5,344)
Net losses reclassified from accumulated other comprehensive loss28,943
 20,991
 49,934
Net current-period other comprehensive gain26,744
 17,846
 44,590
Ending balance$(41,522) $(94,393) $(135,915)


Substantially all unrealized gains and losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the fiscal year 2023 were reclassified out of accumulated other comprehensive loss to other charges (income), net and cost of sales in the consolidated statement of operations, which primarily relate to the Company's foreign currency contracts accounted for as cash flow hedges. Net (gains) losses reclassified from accumulated other
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. ACCUMULATED OTHER COMPREHENSIVE LOSS (Continued)

comprehensive loss were $80 million and $30 million loss during fiscal year 2023 and 2022, respectively, and were immaterial during fiscal year 2021.

 Fiscal Year Ended March 31, 2015
 Unrealized loss on
derivative
instruments and
other
 Foreign currency
translation
adjustments
 Total
 (In thousands)
Beginning balance$(32,849) $(93,307) $(126,156)
Other comprehensive loss before reclassifications(76,470) (9,318) (85,788)
Net (gains) losses reclassified from accumulated other comprehensive loss41,053
 (9,614) 31,439
Net current-period other comprehensive loss(35,417) (18,932) (54,349)
Ending balance$(68,266) $(112,239) $(180,505)

 Fiscal Year Ended March 31, 2014
 Unrealized loss on
derivative
instruments and
other
 Foreign currency
translation
adjustments
 Total
 (In thousands)
Beginning balance$(18,857) $(58,624) $(77,481)
Other comprehensive loss before reclassifications(15,851) (34,683) (50,534)
Net losses reclassified from accumulated other comprehensive loss1,859
 
 1,859
Net current-period other comprehensive loss(13,992) (34,683) (48,675)
Ending balance$(32,849) $(93,307) $(126,156)

Net losses reclassified from accumulatedThe tax impact to other comprehensive loss during the fiscal year 2016 relating to derivative instruments and other includes $26.9 million attributable to the Company's cash flow hedge instruments which were recognized as a component of cost of sales in the consolidated statement of operations.was immaterial for all periods presented.
During fiscal year 2016, the Company recognized a loss of $26.8 million in connection with the disposition of a non-strategic Western European manufacturing facility, which included a $25.3 million cumulative foreign currency translation loss. This loss was offset by the release of certain cumulative foreign currency translation gains of $4.2 million, which has been reclassified from accumulated other comprehensive loss during the period and is included in other charges (income), net in consolidated statement of operations.
During fiscal year 2015, the Company recognized a loss of $11.0 million in connection with the disposition of a manufacturing facility in Western Europe. This loss includes the settlement of unrealized losses of $4.2 million on an insignificant defined benefit plan associated with the disposed facility offset by the release of cumulative foreign currency translation gains of $9.3 million, both of which have been reclassified from accumulated other comprehensive loss during the period. The loss on sale is included in other charges (income), net in the consolidated statement of operations.
10.12. TRADE RECEIVABLES SECURITIZATION
The Company sells trade receivables under two asset-backed securitization programs and an accounts receivable factoring program.
Asset-Backed Securitization Programs
The Company continuously sells designatedmaintains asset-backed securitization programs (the “ABS Programs”) under which it has the ability to sell pools of trade receivables under its Global Asset-Backed Securitization Agreement (the "Global Program") and its North American Asset-Backed Securitization Agreement (the "North American Program," collectively, the "ABS Programs") to affiliated special purpose entities, each of which in turn sells 100% ofcan sell the receivables to unaffiliated financial institutions. Theseinstitutions, based on the Company's requirements. Under these programs, allow the operating subsidiaries to receive a cash payment and a deferredentire purchase price receivable forof sold receivables. receivables are paid in cash. The ABS Programs contain guarantees of payment by the special purpose entities, in amounts equal to approximately the net cash proceeds under the programs, and are collateralized by certain receivables held by the special purpose entities. The fair value of the guarantee obligation was zero as of both March 31, 2023 and March 31, 2022.
Following the transfer of the receivables to the special purpose

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. TRADE RECEIVABLES SECURITIZATION (Continued)


entities, the transferred receivables are legally isolated from the Company and its affiliates, and uponaffiliates. Upon the sale of the receivables from the special purpose entities to the unaffiliated financial institutions, the receivables are derecognized from our consolidated balance sheet as effective control of the transferred receivables is passed to the unaffiliated financial institutions, which hashave the right to pledge or sell the receivables. Accounts receivable balances sold under the ABS Programs are included as cash provided by operating activities in the consolidated statement of cash flow. Although the special purpose entities are consolidated by the Company, they are separate corporate entities and their assets are available first to satisfy the claims of their creditors. The investment limits set by
As of March 31, 2023 and March 31, 2022, no accounts receivable were sold under the financial institutions are $700.0 million forABS programs.
For the Global Program,fiscal year ended March 31, 2021, cash flows from sales of which $600.0 million is committed and $100.0 million is uncommitted, and $265.0 million for the North American Program, of which $225.0 million is committed and $40.0 million is uncommitted. Both programs require a minimum level of deferred purchase price receivable to be retained by the Company in connection with the sales.
The Company services, administers and collects the receivables on behalf offrom the special purpose entities to unaffiliated financial institutions during fiscal year 2021 totaled approximately $0.6 billion.
Trade Accounts Receivable Sale Programs
The Company also sells accounts receivables to certain third-party banking institutions under factoring programs. The outstanding balance of receivables sold and receives a servicing feenot yet collected on accounts where the Company has continuing involvement was approximately $0.8 billion and $0.6 billion as of 0.1% to 0.5% of serviced receivables per annum. Servicing fees recognized duringMarch 31, 2023 and 2022, respectively. For the fiscal years ended March 31, 2016, 20152023, 2022 and 2014 were not material and are included in interest and other, net within the consolidated statements of operations. As the Company estimates the fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets or liabilities are recognized.
As of March 31, 2016 and 2015, the2021, total accounts receivable balancessold to certain third party banking institutions was approximately $3.5 billion, $1.6 billion and $0.8 billion, respectively. The receivables that were sold under the ABS Programs were removed from the consolidated balance sheets and the net cash proceeds received by the Company during fiscal years ended March 31, 2016, 2015 and 2014 werewas included as cash provided by operating activities in the consolidated statements of cash flows.
As of March 31, 2016, approximately $1.4 billion of accounts receivable had been sold to the special purpose entities under the ABS Programs for which the Company had received net cash proceeds of $880.8 million and deferred purchase price receivables of $501.1 million. As of March 31, 2015, approximately $1.3 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $740.7 million and deferred purchase price receivables of $600.7 million. The portion of the purchase price for the receivables which is not paid by the unaffiliated financial institutions in cash is a deferred purchase price receivable, which is paid to the special purpose entity as payments on the receivables are collected from account debtors. The deferred purchase price receivable represents a beneficial interest in the transferred financial assets and is recognized at fair value as part of the sale transaction. The deferred purchase price receivables are included in other current assets as of March 31, 2016 and 2015, and were carried at the expected recovery amount of the related receivables. The difference between the carrying amount of the receivables sold under these programs and the sum of the cash and fair value of the deferred purchase price receivables received at time of transfer is recognized as a loss on sale of the related receivables and recorded in interest and other, net in the consolidated statements of operations; such amounts were $9.2 million for the fiscal year ended March 31, 2016, and $7.1 million for both fiscal years ended March 31, 2015 and 2014.
For the fiscal years ended March 31, 2016, 2015 and 2014, cash flows from sales of receivables under the ABS Programs consisted of approximately $5.2 billion, $4.3 billion and $4.2 billion, respectively, for transfers of receivables (of which approximately $0.4 billion, $0.3 billion and $0.4 billion, respectively, represented new transfers and the remainder proceeds from collections reinvested in revolving period transfers).
The following table summarizes the activity in the deferred purchase price receivables account during the fiscal years ended March 31, 2016 and 2015:
 As of March 31,
 2016 2015
 (In thousands)
Beginning balance$600,672
 $470,908
Transfers of receivables3,475,400
 3,599,768
Collections(3,574,975) (3,470,004)
Ending balance$501,097
 $600,672

Trade Accounts Receivable Sale Programs
The Company also sold accounts receivables to certain third-party banking institutions. The outstanding balance of receivables sold and not yet collected was approximately $339.4 million and $485.6 million as of March 31, 2016 and 2015, respectively. For the years ended March 31, 2016, 2015 and 2014, total accounts receivables sold to certain third party banking

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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. TRADE RECEIVABLES SECURITIZATION (Continued)


institutions was approximately $2.3 billion, $4.2 billion and $3.4 billion, respectively. The receivables that were sold were removed from the consolidated balance sheets and were reflected as cash provided by operating activities in the consolidated statements of cash flows.
11.13. 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. There were no balances classified as level 1 in the fair value hierarchy as of March 31, 2023.
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 noncurrent assets on the consolidated balance sheets and include investments in equity securities that are valued using active market prices.
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- derivedmodel-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
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FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 are comprised ofinclude 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.
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 alsoare included in other 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 level 2 in the fair value hierarchy.
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.
The Company has accrued for contingent consideration in connection with its business acquisitions as applicable, which is measured at fair value based on certain internal models and unobservable inputs.
The Company accrued $84.3 million of contingent consideration, of which $81.0 million related to the acquisition of NEXTracker on the date of acquisition. Additionally, an incremental fair value adjustment of $3.7 million also related to NEXTracker, was recorded in the consolidated statement of operations during fiscal year 2016. The Company reduced the accrual by $19.0 million for a contractual release from the obligation executed subsequent to the acquisition. The fair value of the liability was estimated using a simulation-based measurement technique with significant inputs that are not observable in the market and thus represents a level 3 fair value measurement. The significant inputs in the fair value measurement not supported by market activity included the Company's probability assessments of expected future revenue during the earn-out period and associated volatility, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the Merger Agreement. Significant decreases in expected revenue during the earn-out period, or significant increases in the discount rate or volatility in isolation would result in lower fair value estimates. The interrelationship between these inputs is not considered significant.

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FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Continued)


During fiscal year 2015, the Company paid $11.3 million of contingent consideration related to the acquisition of Saturn Electronics and Engineering Inc. The following table summarizes the activities related to contingent consideration:
 As of March 31,
 2016 2015
 (In thousands)
Beginning balance$4,500
 $11,300
Additions to accrual84,261
 4,500
Payments and settlements(19,008) (11,300)
Fair value adjustments3,670
 
Ending balance$73,423
 $4,500

The Company values deferred purchase price receivables relating to its Asset-Backed Securitization Program based on a discounted cash flow analysis using unobservable inputs (i.e. level 3 inputs), which are primarily risk free interest rates adjusted for the credit quality of the underlying creditor. Due to its high credit quality and short term maturity, their fair value approximates carrying value. Significant increases in either of the significant unobservable inputs (credit spread or risk free interest rate) in isolation would result in lower fair value estimates, however the impact is insignificant. The interrelationship between these inputs is also insignificant. Refer to note 10 for a reconciliation of the change in the deferred purchase price receivable.
There were no transfers between levels in the fair value hierarchy during fiscal years 20162023 and 2015.2022.
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 March 31, 20162023 and 2015:2022:
Fair Value Measurements as of March 31, 2023
Level 1Level 2Level 3Total
(In millions)
Assets:    
Money market funds and time deposits (Note 2)$— $2,324 $— $2,324 
Foreign currency contracts (Note 10)— 72 — 72 
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities— 37 — 37 
Liabilities:
Foreign currency contracts (Note 10)$— $(129)$— $(129)

Fair Value Measurements as of March 31, 2022
Level 1Level 2Level 3Total
(In millions)
Assets:
Money market funds and time deposits (Note 2)$— $2,285 $— $2,285 
Foreign currency contracts (Note 10)— 43 — 43 
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities— 39 — 39 
Liabilities:
Foreign currency contracts (Note 10)$— $(122)$— $(122)

85
 Fair Value Measurements as of March 31, 2016
 Level 1 Level 2 Level 3 Total
 (In thousands)
Assets: 
  
  
  
Money market funds and time deposits (Note 2)$
 $1,074,132
 $
 $1,074,132
Deferred purchase price receivable (Note 10)
 
 501,097
 501,097
Foreign exchange forward contracts (Note 8)
 22,648
 
 22,648
Deferred compensation plan assets:       
Mutual funds, money market accounts and equity securities9,228
 40,556
 
 49,784
Liabilities:       
Foreign exchange forward contracts (Note 8)$
 $(21,091) $
 $(21,091)
Contingent consideration in connection with acquisitions
 
 (73,423) (73,423)


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FLEXTRONICS INTERNATIONALFLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Continued)


 Fair Value Measurements as of March 31, 2015
 Level 1 Level 2 Level 3 Total
 (In thousands)
Assets:       
Money market funds and time deposits (Note 2)$
 $674,859
 $
 $674,859
Deferred purchase price receivable (Note 10)
 
 600,672
 600,672
Foreign exchange forward contracts (Note 8)
 25,829
 
 25,829
Deferred compensation plan assets:       
Mutual funds, money market accounts and equity securities9,068
 37,041
 
 46,109
Liabilities:       
Foreign exchange forward contracts (Note 8)$
 $(31,057) $
 $(31,057)
Contingent consideration in connection with acquisitions
 
 (4,500) (4,500)

Assets Measured at Fair Value on a Nonrecurring Basis
The Company has certain long-lived assets that are measured at fair value on a nonrecurring basis, and are as follows:
 Fair Value Measurements as of March 31, 2016
 Level 1 Level 2 Level 3 Total
 (In thousands)
Assets:       
Assets held for sale$
 $5,576
 $
 $5,576
Assets held for sale
Assets held for sale are recorded at the lesser of the carrying value or fair value, which is based on comparable sales from prevailing market data (level 2 inputs). During fiscal year 2016, the Company transferred $5.6 million of assets to assets held for sale, relating to a building and land which has been identified to be sold.
Disposals of assets held for sale totaled $0.3 million and $41.5 million during fiscal year 2016 and 2015, respectively, which resulted in an immaterial loss in fiscal year 2016, and a gain of $12.1 million in fiscal year 2015 that was included as a component of cost of sales in the consolidated statement of operations. No impairment charges were recorded for assets held for sale during fiscal years 2016 and 2015. Assets held for sale as of the fiscal years 2016 and 2015 were not significant.
There were no material fair value adjustments or other transfers between levels in the fair value hierarchy for these long-lived assets during the fiscal years 2016 and 2015.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES (Continued)


Other financial instruments
The following table presents the Company's liabilitiesmajor debts not carried at fair value as atof March 31, 20162023 and 2015:2022:

 As of March 31, 2016 As of March 31, 2015  
 Carrying
Amount
 Fair
Value
 Carrying
Amount
 Fair
Value
 Fair Value
Hierarchy
 (In thousands) (In thousands)  
Term Loan, including current portion, due in installments through August 2018$577,500
 $573,533
 $592,500
 $582,131
 Level 1
Term Loan, including current portion, due in installments through March 2019547,500
 542,709
 475,000
 465,500
 Level 1
4.625% Notes due February 2020500,000
 524,735
 500,000
 523,750
 Level 1
5.000% Notes due February 2023500,000
 507,500
 500,000
 543,150
 Level 1
4.750% Notes due June 2025595,589
 604,926
 
 
 Level 1
Total$2,720,589
 $2,753,403
 $2,067,500
 $2,114,531
  

As of March 31, 2023As of March 31, 2022
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Fair Value
Hierarchy
(In millions)(In millions)
5.000% Notes due February 2023$— $— $500 $511 Level 1
JPY Term Loan due April 2024 - three-month TIBOR plus 0.430%253 253 273 273 Level 2
4.750% Notes due June 2025599 590 598 615 Level 1
3.750% Notes due February 2026686 657 690 690 Level 1
6.000% Notes due January 2028396 399 — — Level 1
4.875% Notes due June 2029658 631 659 687 Level 1
4.875% Notes due May 2030685 661 690 713 Level 1
Euro Term Loans— — 389 389 Level 2
Delayed Draw Term Loan150 150 — — Level 2
Nextracker Term Loan150 150 — — Level 2
3.600% HUF Bonds due December 2031284 196 301 301 Level 2
India Facilities— — 84 84 Level 2
The term loans and Notes due February 2020, February 2023 and June 2025, February 2026, January 2028, June 2029 and May 2030 are valued based on broker trading prices in active markets. HUF Bonds are valued based on the broker trading prices in an inactive market.
The Company values its €50 million (approximately $56.6 millionJPY Term Loan due April 2024, Delayed Draw Term Loan, and Nextracker Term Loan bear interest at floating interest rates, and therefore, as of March 31, 2016), 5-year, unsecured, term-loan due September 30, 2020 based on the current market rate, and as of March 31, 2016,2023, the carrying amount approximatesamounts approximate fair value.values.
12.14. COMMITMENTS AND CONTINGENCIES
Commitments
Capital lease obligations of $25.0 million and $5.3 million, consisting of short-term obligations of $6.6 million and $2.8 million and long term obligations of $18.4 million and $2.5 million are included in current and non-current liabilities on the Company's balance sheets as of March 31, 2016 and 2015, respectively.
As of March 31, 20162023 and 2015,2022, the gross carrying amount and associated accumulated depreciation of the Company's property and equipment financed under capitalfinance leases, and the related obligations was not material. The Company also leases certain of its facilities and equipment under non-cancelable operating leases. These operating leases expire in various years through 2035 and require2040. Refer to note 3 for additional details on the following minimum lease payments:payments.
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.
In addition, the Company provides design and engineering services to its customers and also designs and makes its own products. As a consequence of these activities, its customers are requiring the Company to take responsibility for intellectual property to a greater extent than in its manufacturing and assembly businesses. Although the Company believes that its intellectual property assets and licenses are sufficient for the operation of its business as it currently conducts it, from time to time third parties do assert patent infringement claims against the Company or its customers. If and when third parties make assertions regarding the ownership or right to use intellectual property, the Company could be required to either enter into licensing arrangements or to resolve the issue through litigation. Such license rights might not be available to the Company on commercially acceptable terms, if at all, and any such litigation might not be resolved in the Company's favor. Additionally,
86
Fiscal Year Ending March 31,Operating Lease
 (In thousands)
2017$125,021
2018106,287
201984,916
202069,194
202147,780
Thereafter146,003
Total minimum lease payments$579,201

Total rent expense amounted to $124.2 million, $133.1 million and $150.1 million in fiscal years 2016, 2015 and 2014, respectively.

82

FLEXTRONICS INTERNATIONALFLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. COMMITMENTS AND CONTINGENCIES (Continued)

litigation could be lengthy and costly and could materially harm the Company's financial condition regardless of the outcome. The Company also could be required to incur substantial costs to redesign a product or re-perform design services.

From time to time, the Company enters into intellectual property licenses (e.g., patent licenses and software licenses) with third parties which obligate the Company to report covered behavior to the licensor and pay license fees to the licensor for certain activities or products, or that enable the Company's use of third-party technologies. The Company may also decline to enter into licenses for intellectual property that it does not think is useful for or used in its operations, or for which its customers or suppliers have licenses or have assumed responsibility. Given the diverse and varied nature of its business and the location of its business around the world, certain activities the Company performs, such as providing assembly services in China and India, may fall outside the scope of those licenses or may not be subject to the applicable intellectual property rights. The Company's licensors may disagree and claim royalties are owed for such activities. In addition, the basis (e.g., base price) for any royalty amounts owed are audited by licensors and may be challenged. Some of these disagreements may lead to claims and litigation that might not be resolved in the Company's favor. Additionally, litigation could be lengthy and costly and could materially harm the Company's financial condition regardless of the outcome.
Litigation and other legal matters
During the fourth quarter of fiscal 2014, oneOne of the Company's Brazilian subsidiaries has received an assessmentassessments for certain sales and import taxes. TheThere were originally six tax assessment notice is for nine monthsassessments totaling the updated amount inclusive of calendar year 2010 for an alleged amountinterest and penalties of 50419 million Brazilian reals (approximately $13.8USD $81 million based on the exchange rate as of March 31, 2016) plus interest. This2023). The Company successfully defeated one of the six assessments in September 2019 (totaling approximately 61 million Brazilian reals or USD $12 million). The Company successfully defeated another three of the assessments in September 2022 (totaling the updated amount inclusive of interest and penalties of approximately 261 million Brazilian reals or USD $51 million), each of which remains subject to appeal. The Company was unsuccessful at the administrative level for one of the assessments and filed an annulment action in federal court in Brasilia, Brazil on March 23, 2020; the updated value of that assessment inclusive of interest and penalties is in41 million Brazilian reals (approximately USD $8 million). One of the second stage ofassessments remains in the review process at the administrative level,level. The Company believes there is no legal basis for any of these assessments and thethat it has meritorious defenses. The Company plans towill continue to vigorously oppose itall of these assessments, as well as any future assessments. The Company is, however, unable to determine the likelihood of an unfavorable outcome of these assessments against our Brazilian subsidiary. While we believe there is no legal basis for the alleged liabilities, due to the complexities and uncertainty surrounding the administrative-review and judicial processes in Brazil and the nature of the claims, it is unable to reasonably estimate a range of loss for this assessment or any future assessments that are reasonably possible. The Company does not expect final judicial determination on any of these claims in the near future.
On February 14, 2019, the Company submitted an initial notification of voluntary disclosure to the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") regarding possible noncompliance with U.S. economic sanctions requirements among certain non-U.S. Flex-affiliated operations. On September 28, 2020, the Company made a submission to OFAC that completed the Company’s voluntary disclosure based on the results of an internal investigation regarding the matter. On June 11, 2021, the Company notified OFAC that it had identified possible additional relevant transactions at one non-U.S. Flex-affiliated operation. The Company submitted an update to OFAC on November 16, 2021 reporting on the results of its review of those transactions. The Company intends to continue to cooperate fully with OFAC in this matter going forward. Nonetheless, it is reasonably possible that the Company could be subject to penalties that could have a material adverse effect on the Company’s financial position, results of operations or cash flows.
A foreign Tax Authority (“Tax Authority”) has assessed a cumulative total of approximately $167 million in taxes owed for several years.
Duringmultiple Flex legal entities within its jurisdiction for various fiscal years ranging from fiscal year 2015, one of the Company's non-operating Brazilian subsidiaries received an assessment of approximately $100 million2010 through fiscal year 2019. The assessed amounts related to income and social contribution taxes, interest and penalties.the denial of certain deductible intercompany payments. The Company believes theredisagrees with the Tax Authority’s assessments and is no legal basis foractively contesting the assessment and expects that any losses are remote. The Company plans to vigorously defend itselfassessments through the administrative and judicial processes.
As the final resolution of the above outstanding tax item remains uncertain, the Company continues to provide for the uncertain tax positions based on the more likely than not standard. While the resolution of the issues may result in tax liabilities, interest and penalties, which may be significantly higher than the amounts accrued for these matters, management currently believes that the resolution will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
In addition to the matters discussed above, from time to time, the Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. Although the outcome of these matters is currently not determinable, management expects that any losses that are probable or reasonably possible of being incurred as a result of these matters, which are in excess of amounts already accrued in the Company'sCompany’s consolidated balance sheets, would not be material to the financial statements as a whole.
87
13.

FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. INCOME TAXES
The domestic (Singapore) and foreign components of income before income taxes were comprised of the following:
Fiscal Year Ended March 31,
202320222021
(In millions)
Domestic$99 $352 $242 
Foreign875 693 472 
Total$974 $1,045 $714 
 Fiscal Year Ended March 31,
 2016 2015 2014
 (In thousands)
Domestic$199,283
 $67,482
 $314,639
Foreign255,392
 603,173
 85,815
Total$454,675
 $670,655
 $400,454


The provision for income taxes consisted of the following:
Fiscal Year Ended March 31,
202320222021
(In millions)
Current:
Domestic$$$
Foreign136 146 105 
142 149 106 
Deferred:
Domestic— 
Foreign(202)(44)(6)
(201)(44)(5)
Provision for (benefit from) income taxes$(59)$105 $101 
 Fiscal Year Ended March 31,
 2016 2015 2014
 (In thousands)
Current:     
Domestic$56
 $87
 $(681)
Foreign74,706
 129,863
 73,992
 74,762
 129,950
 73,311
Deferred:     
Domestic3,779
 (4,734) 9
Foreign(67,947) (55,362) (38,460)
 (64,168) (60,096) (38,451)
Provision for income taxes$10,594
 $69,854
 $34,860


83

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)


The domestic statutory income tax rate was approximately 17.0% in fiscal years 2016, 20152023, 2022 and 2014.2021. The reconciliation of the income tax expense expected based on domestic statutory income tax rates to the expense for income taxes included in the consolidated statements of operations is as follows:
Fiscal Year Ended March 31,
202320222021
(In millions)
Income taxes based on domestic statutory rates$166 $178 $121 
Effect of jurisdictional tax rate differential(114)(82)
Change in unrecognized tax benefit(7)12 11 
Change in valuation allowance(47)12 35 
Foreign exchange movement on prior year taxes recoverable(9)
Tax impacts related to sale of Nextracker16 13 — 
APB23 tax liability— 
Restructuring of Nextracker LLC interest(195)— — 
Other(1)12 10 
Provision for (benefit from) income taxes$(59)$105 $101 
 Fiscal Year Ended March 31,
 2016 2015 2014
 (In thousands)
Income taxes based on domestic statutory rates$77,295
 $114,011
 $68,077
Effect of tax rate differential(73,286) (80,842) (68,654)
Intangible amortization11,214
 5,143
 4,750
Change in liability for uncertain tax positions(13,724) 29,729
 (2,178)
Change in valuation allowance1,049
 2,495
 26,838
Other8,046
 (682) 6,027
Provision for income taxes$10,594
 $69,854
 $34,860


A number of countries in which the Company is located allow for tax holidays or provide other tax incentives to attract and retain business. In general, these holidays were secured based on the nature, size and location of the Company’s operations. The aggregate dollar effect on the Company’s income resulting from tax holidays and tax incentives to attract and retain business for the fiscal years ended March 31, 2016, 20152023, 2022 and 20142021 was $6.6$14 million, $9.8$23 million and $15.2$21 million, respectively. For the fiscal year ended March 31, 2016,2023, the effect on basic and diluted earnings per share was $0.01$0.03 and $0.01,$0.03, respectively, and the effecteffects on basic and diluted earnings per share during fiscal years 20152022 and 2014,2021 were $0.02$0.05 and $0.02$0.05, and $0.02$0.04 and $0.02,$0.04, respectively. Unless extended or otherwise renegotiated, the Company's existing holidays will expire in various years
88

FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
through the end of fiscal year ending March 31, 2017 through2028. The primary driver of the negative effective tax rate for fiscal year 2022.2023 relates to the recording of a $195 million deferred tax asset, with an offset entry to income tax benefit fully attributable to noncontrolling interest in connection with the Nextracker IPO whereby Nextracker Inc. purchased Nextracker LLC units from a related Flex U.S. subsidiary.
ForThe Company provides a valuation allowance against deferred tax assets that in the Company's estimation are not more likely than not to be realized. During fiscal years ended March 31, 2016, 2015year 2023, 2022 and 2014,2021, the Company released valuation allowances totaling $63.3$12 million, $55.0$26 million and $37.4$25 million, respectively. TheseFor fiscal year 2023, $12 million valuation allowance releases were primarilyrelease was mainly related to ourcertain operations thatin Australia, and the Netherlands as these amounts were deemed to be more likely than not to realize the respective deferred tax assetsbe realized due to the increasedsustained profitability during the priorpast three fiscal years as well as continued forecasted profitability of that subsidiary.those operations. During fiscal year ended March 31, 2016, $43.02023, the Company also added $12 million of thein valuation allowance release wasprimarily for the deferred tax assets related to the recordingoperations in Hungary, Canada, and Switzerland. Various other valuation allowance positions were also reduced due to varying factors such as recognition of uncertain tax positions impacting deferred tax liabilitiesassets, one-time income recognition in the US related to intangibles acquired during fiscal year 2016. However, these valuation allowance eliminations were offset by other current period valuation allowance movements primarily related to current period valuation allowance additions due toloss entities, and foreign exchange impacts on deferred tax balances, and increased deferred tax assets related toas a result of current period losses in legal entities with existing full valuation allowance positions, and to a lesser extent, current period changes in valuation allowance positions due to increased negative evidence during the period in legal entities which did not previously have valuation allowance recorded.positions. For fiscal years ended March 31, 2016, 20152023, 2022 and 2014,2021, the offsetting amounts totaled $64.3$(48) million, $57.5$39 million and $64.2$60 million, respectively.
Under its territorial tax system, Singapore generally does not tax foreign sourced income until repatriated to Singapore. The Company has included the effects of Singapore's territorial tax system in the rate differential line above. The tax effect of foreign income not repatriated to Singapore for the fiscal years 2016, 2015ended March 31, 2023, 2022 and 20142021 were $36.6$31 million, $0.0$105 million and $51.5$57 million, respectively.

84

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)

The components of deferred income taxes are as follows:
As of March 31,
20232022
(In millions)
Deferred tax liabilities:
Fixed assets$(63)$(49)
Intangible assets(71)(89)
Others(38)(14)
Total deferred tax liabilities(172)(152)
Deferred tax assets:
Fixed assets77 72 
Intangible assets
Deferred compensation27 22 
Inventory valuation24 26 
Provision for doubtful accounts
Net operating loss and other carryforwards1,359 1,542 
Investment in Nextracker LLC249 — 
Others136 201 
Total deferred tax assets1,880 1,874 
Valuation allowances(1,373)(1,631)
Total deferred tax assets, net of valuation allowances507 243 
Net deferred tax asset$335 $91 
The net deferred tax asset is classified as follows:
Long-term asset$412 $177 
Long-term liability(77)(86)
Total$335 $91 
 As of March 31,
 2016 2015
 (In thousands)
Deferred tax liabilities:   
Fixed assets$(74,316) $(73,327)
Intangible assets(88,760) 
Others(29,472) (44,603)
Total deferred tax liabilities(192,548) (117,930)
Deferred tax assets:   
Fixed assets65,004
 80,370
Intangible assets3,795
 28,954
Deferred compensation15,892
 13,618
Inventory valuation10,124
 11,864
Provision for doubtful accounts1,300
 3,149
Net operating loss and other carryforwards2,332,894
 2,394,456
Others271,272
 264,781
 2,700,281
 2,797,192
Valuation allowances(2,385,489) (2,521,763)
Net deferred tax assets314,792
 275,429
Net deferred tax asset$122,244
 $157,499
The net deferred tax asset is classified as follows:   
Current asset (classified as other current assets)$
 $63,910
Long-term asset222,772
 211,519
Long-term liability(100,528) (117,930)
Total$122,244
 $157,499


Utilization of the Company's deferred tax assets is limited by the future earnings of the Company in the tax jurisdictions in which such deferred assets arose. As a result, management is uncertain as to when or whether these operations will generate
89

FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
sufficient profit to realize any benefit from the deferred tax assets. The valuation allowance provides a reserve against deferred tax assets that are not more likely than not to be realized by the Company. However, management has determined that it is more likely than not that the Company will realize certain of these benefits and, accordingly, has recognized a deferred tax asset from these benefits. The change in valuation allowance is net of certain increases and decreases to prior year losses and other carryforwards that have no current impact on the tax provision. Approximately $34.0 million of the valuation allowance relates to income tax benefits arising from the exercise of stock options, which if realized will be credited directly to shareholders’ equity and will not be available to benefit the income tax provision in any future period.

85

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)

The Company has recorded deferred tax assets of approximately $2.4$1.5 billion related to tax losses and other carryforwards against which the Company has recorded a valuation allowance for all but $79.3$62 million of the deferred tax assets. These tax losses and other carryforwards will expire at various dates as follows:
Expiration dates of deferred tax assets related to operating losses and other carryforwards
Fiscal year(In millions)
2024 - 2029$415 
2030 - 2035232 
2036 and post78 
Indefinite743 
$1,468 
Expiration dates of deferred tax assets related to operating losses and other carryforwards 
 (In thousands)
2017 - 2022$558,108
2023 - 2028742,981
2029 and post622,339
Indefinite436,092
 $2,359,520

The amount of deferred tax assets considered realizable, however, could be reduced or increased in the near-term if facts, including the amount of taxable income or the mix of taxable income between subsidiaries, differ from management’s estimates.
The Company does not provide for income taxes on approximately $916.0 million$1.9 billion of undistributed earnings of its subsidiaries which are considered to be indefinitely reinvested outside of Singapore as management has plans for the use of such earnings to fund certain activities outside of Singapore. Determination of theThe estimated amount of the unrecognized deferred tax liability on these undistributed earnings is not practicable. During the fiscal year 2015, we changed our intent with regard to the indefinite reinvestment of foreign earnings from certain of our Chinese subsidiaries which are scheduled to be de-registrated or liquidated in the near future.approximately $169 million. As a result, as of March 31, 2016, we have provided2023, the Company has concluded for applicableall earnings in foreign withholding taxes on $106.7 million of undistributed foreign earnings,subsidiaries are considered to be indefinitely reinvested and recorded atherefore zero deferred tax liability of approximately $11.2 million.liabilities were recorded.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Fiscal Year Ended
March 31,
20232022
(In millions)
Balance, beginning of fiscal year$282 $266 
Additions based on tax position related to the current year15 27 
Additions for tax positions of prior years15 
Reductions for tax positions of prior years(5)(7)
Reductions related to lapse of applicable statute of limitations(13)(16)
Settlements(7)— 
Impact from foreign exchange rates fluctuation(12)(3)
Balance, end of fiscal year$268 $282 
 Fiscal Year Ended
March 31,
 2016 2015
 (In thousands)
Balance, beginning of fiscal year$222,373
 $243,864
Additions based on tax position related to the current year21,273
 27,048
Additions for tax positions of prior years20,453
 24,354
Reductions for tax positions of prior years(9,578) (16,388)
Reductions related to lapse of applicable statute of limitations(22,312) (11,891)
Settlements(12,797) (24,049)
Impact from foreign exchange rates fluctuation(7,086) (20,565)
Balance, end of fiscal year$212,326
 $222,373

The Company’s unrecognized tax benefits are subject to change over the next twelve months primarily as a result of the expiration of certain statutes of limitations and as audits are settled. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by an estimated range of an additional $13.0 million to $41.0approximate $84 million within the next twelve months primarily due to potential settlements of various audits and the expiration of certain statutes of limitations.
The Company and its subsidiaries file federal, state, and local income tax returns in multiple jurisdictions around the world. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 2006.2008.
90

FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Of the $212.3$268 million of unrecognized tax benefits at March 31, 2016, $185.72023, $185 million will affect the annual effective tax rate ("ETR")(ETR) if the benefits are eventually recognized. The amount that doesn’t impact the ETR relates to positions that would be settled with a tax loss carryforward previously subject to a valuation allowance.

86

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)

The Company recognizes interest and penalties accrued related to unrecognized tax benefits within the Company'sCompany’s tax expense. During the fiscal years ended March 31, 2016, 20152023, 2022 and 2014,2021, the Company recognized interest and penalties of approximately ($2.4)1) million, $2 million and $2.5 million and $8.4$2 million, respectively. The Company had approximately $14.6$15 million, $17.0$16 million and $15.6$14 million accrued for the payment of interest and penalties as of the fiscal years ended March 31, 2016, 20152023, 2022 and 2014,2021, respectively.
14.16. RESTRUCTURING CHARGES
Fiscal Year 2023
The Company initiatedcontinued to identify certain restructuring activities duringstructural changes to restructure its business throughout fiscal year 2014 intended2023. During fiscal year 2023, the Company recognized approximately $27 million of restructuring charges, most of which related to improve its operational efficiencies by reducing excess workforce and capacity and realign the corporate cost structure. There were no material restructuring activities during fiscal years 2016 and 2015.employee severance. Restructuring charges are recorded based upon employee termination dates, site closure and consolidation plans generallynot included in conjunction with an overall corporate initiative to drive cost reduction and realign the Company's global footprint.segment income, as disclosed further in note 21.
Fiscal Year 20142022
The Company identified certain structural changes to restructure its business throughout fiscal year 2022. During fiscal year 2022, the Company recognized approximately $15 million of restructuring charges, most of which related to employee severance. Restructuring charges are not included in segment income.
Fiscal Year 2021
In order to support the Company’s strategy and build a sustainable organization, and after considering that the economic recovery from the COVID-19 pandemic would be slower than anticipated, the Company identified certain structural changes to restructure its business. These restructuring actions eliminated non-core activities primarily within the Company’s corporate function, aligned the Company’s cost structure with its reorganizing and optimizing of its operations model along its reporting segments, and further sharpened its focus to winning business in end markets where it has competitive advantages and deep domain expertise. During fiscal year 2021, the Company recognized approximately $101 million of restructuring charges, most of which related to employee severance.
91

FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SeveranceLong-Lived
Asset
Impairment
Other
Exit Costs
Total
(In millions)
Balance as of March 31, 2020$19 $— $$23 
Provision for charges incurred in fiscal year 202189 101 
Cash payments for charges incurred in fiscal year 2020 and prior(14)— — (14)
Cash payments for charges incurred in fiscal year 2021(49)— (1)(50)
Non-cash charges incurred in fiscal year 2021— (8)(7)
Balance as of March 31, 202145 — 53 
Provision for charges incurred in fiscal year 202211 15 
Cash payments for charges incurred in fiscal year 2021 and prior(15)— — (15)
Cash payments for charges incurred in fiscal year 2022(6)— — (6)
Non-cash charges incurred in fiscal year 2022— (1)(3)(4)
Balance as of March 31, 202235 — 43 
Provision for charges incurred in fiscal year 202327 — — 27 
Cash payments for charges incurred in fiscal year 2022 and prior(7)— — (7)
Cash payments for charges incurred in fiscal year 2023(11)— — (11)
Non-cash charges incurred in fiscal year 2023— — (2)(2)
Balance as of March 31, 202344 — 50 
Less: Current portion (classified as other current liabilities)44 — 50 
Accrued restructuring costs, net of current portion (classified as other liabilities)$— $— $— $— 

17. OTHER CHARGES (INCOME), NET
Other charges (income), net for the fiscal years ended March 31, 2023, 2022 and 2021 are primarily comprised of the following:
Fiscal Year Ended March 31
202320222021
(In millions)
Gain on foreign exchange transactions$(7)$(32)$(21)
Investment impairments (1)— 37 
Brazil tax credit (2)— (150)— 
(1)During fiscal years 2022 and 2021, and in connection with the Company’s ongoing assessment of recoverability of its investment portfolio, the Company concluded that the carrying amounts of certain non-core investments were other than temporarily impaired and recognized $3 million and $37 million of total impairment charges, respectively (See note 2 for additional information).
(2)The Company recognized a $150 million gain related to a certain tax credit upon approval of a "Credit Habilitation" request by the relevant Brazil tax authorities for fiscal year 2022.
18. INTEREST, NET
Interest, net for the fiscal years ended March 31, 2023, 2022 and 2021 are primarily comprised of the following:
Fiscal Year Ended March 31
202320222021
(In millions)
Interest expenses on debt obligations$187 $153 $150 
Interest income(30)(14)(14)
ABS and AR sales programs related expenses39 11 

92

FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. BUSINESS AND ASSET ACQUISITIONS & DIVESTITURES
Fiscal 2023 Divestitures
During the fiscal year ended March 31, 2014,2023, the Company recognized restructuring charges of approximately $75.3 million. The costs associated with these restructuring activities include employee severance, other personnel costs, non-cash impairment charges on equipment no longer in use and to be disposed of and other exit related costs due to facility closures or rationalizations. Pre-tax restructuring charges comprised $73.4a non-strategic business within the FRS segment. The Company received approximately $4 million of cash charges predominantly related to employee severance and $1.9 million of non-cash charges related to impairment of long-lived assets. Employee severance costs were associated with the terminations of 6,758 identified employees.proceeds. The identified employee terminations by reportable geographic region amounted to approximately 5,073, 1,482 and 203 for Asia, the Americas and Europe, respectively.
The components of the restructuring charges by geographic region incurred in fiscal year 2014 are as follows:
 
First
Quarter
 
Fourth
Quarter
 Total
 (In thousands)
Americas:     
Severance$11,331
 $11,290
 $22,621
Other exit costs2,248
 
 2,248
Total restructuring charges13,579
 11,290
 24,869
Asia:     
Severance16,205
 13,214
 29,419
Long-lived asset impairment1,900
 
 1,900
Other exit costs3,157
 
 3,157
Total restructuring charges21,262
 13,214
 34,476
Europe:     
Severance4,631
 10,047
 14,678
Other exit costs1,288
 
 1,288
Total restructuring charges5,919
 10,047
 15,966
Total     
Severance32,167
 34,551
 66,718
Long-lived asset impairment1,900
 
 1,900
Other exit costs6,693
 
 6,693
Total restructuring charges$40,760
 $34,551
 $75,311

During the fiscal year ended March 31, 2014, the Company recognized approximately $66.7 million of severance costs related to employee terminations of which approximately $50.2 million was recognized in cost of sales.

87

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. RESTRUCTURING CHARGES (Continued)


During the fiscal year ended March 31, 2014, the Company recognized approximately $1.9 million for the write-down of property and equipment and various other assets sold, and liabilities transferred were not material to the Company's consolidated financial results. The net gain on dispositions was classified as a component of cost of sales. The propertynot material to the Company’s consolidated financial results, and equipment were sold as of March 31, 2014.
During the fiscal year ended March 31, 2014, the Company recognized approximately $6.7 million of other exit costs, which primarily were comprised of $3.8 million related to personnel costs and $2.9 million of contractual obligations that resulted from facility closures. The majority of these costs were classified as a component of cost of sales.
The following table summarizes the provisions, respective payments, and remaining accrued balance as of March 31, 2016 for charges incurredwas included in fiscal years 2016, 2015 and 2014 and prior periods:
 Severance Long-Lived
Asset
Impairment
 Other
Exit Costs
 Total
 (In thousands)
Balance as of March 31, 2013$83,689
 $
 $14,211
 $97,900
Provision for charges incurred in fiscal year 201466,718
 1,900
 6,693
 75,311
Cash payments for charges incurred in fiscal year 2014(40,273) 
 (4,296) (44,569)
Cash payments for charges incurred in fiscal year 2013(71,470) 
 (8,755) (80,225)
Cash payments for charges incurred in fiscal year 2010 and prior(2,171) 
 (1,950) (4,121)
Non-cash charges incurred in fiscal year 2014
 (1,900) 
 (1,900)
Balance as of March 31, 201436,493
 
 5,903
 42,396
Cash payments for charges incurred in fiscal year 2014(18,558) 
 (2,212) (20,770)
Cash payments for charges incurred in fiscal year 2013(4,560) 
 (1,685) (6,245)
Cash payments for charges incurred in fiscal year 2010 and prior(12) 
 (312) (324)
Balance as of March 31, 201513,363
 
 1,694
 15,057
Cash payments for charges incurred in fiscal year 2014(290) 
 
 (290)
Cash payments for charges incurred in fiscal year 2013(1,168) 
 (185) (1,353)
Cash payments for charges incurred in fiscal year 2010 and prior
 
 (174) (174)
Balance as of March 31, 201611,905
 
 1,335
 13,240
Less: Current portion (classified as other current liabilities)2,212
 
 248
 2,460
Accrued restructuring costs, net of current portion (classified as other liabilities)$9,693
 $
 $1,087
 $10,780
15. OTHER CHARGES (INCOME), NET
During fiscal year 2016, the Company incurred net losses of $47.7 million primarily due to $26.8 million loss on disposition of a non-strategic Western European manufacturing facility which included a non-cash foreign currency translation loss of $25.3 million, and $21.8 million from the impairment of a non-core investment. These were offset by currency translation gains of $4.2 million.
During fiscal year 2015, an amendment to a customer contract to reimburse a customer for certain performance provisions was executed which included the removal of a $55.0 million contractual obligation recognized during fiscal year 2014. Accordingly, the Company reversed this charge with a corresponding credit to other charges (income), net in the consolidated statementstatements of operations. Additionally, duringoperations for the fiscal year 2015, the Company recognized a loss of $11.0 million in connection with the disposition of a manufacturing facility in Western Europe. The Company received $11.5 million in cash for the sale of $27.2 million in net assets of the facility. The loss also includes $4.6 million of estimated transaction costs, partially offset by a gain of $9.3 million for the release of cumulative foreign currency translation gains triggered by the disposition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. OTHER CHARGES (INCOME), NET (Continued)


During fiscal year 2014, the Company recognized $55.0 million of other charges for the contractual obligation to reimburse a customer for certain performance provisions as described above. Additionally, the Company exercised warrants to purchase common shares of a certain supplier and sold the underlying shares for total proceeds of $67.3 million resulting in a loss of $7.1 million. Further, the Company recognized a gain of $4.6 million on the sale of certain investments.
16. INTEREST AND OTHER, NET
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized interest income of $12.3 million, $18.7 million and $17.6 million.
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized interest expense of $98.0 million, $76.4 million and $79.9 million, respectively, on its debt obligations outstanding during the period.
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized gains on foreign exchange transactions of $24.4 million, $19.7 million and $11.8 million, respectively.
For the fiscal years ended March 31, 2016, 2015 and 2014, the Company recognized $11.0 million, $9.9 million and $9.5 million of expense related to its ABS and AR Sales Programs.
For the fiscal years ended March 31, 2016, the Company incurred $8.0 million of acquisition-related costs.
17. BUSINESS AND ASSET ACQUISITIONS
Business Acquisitions
The business and asset acquisitions described below were accounted for using the purchase method of accounting, and accordingly, the fair value of the net assets acquired and the results of the acquired businesses were included in the Company's consolidated financial statements from the acquisition dates forward. The Company has not finalized the allocation of the consideration for certain of its recently completed acquisitions and completes these allocations in less than one year of the respective acquisition dates.2023.
Fiscal year 2016 business acquisitions
Acquisition of Mirror Controls International2022 Business acquisition
On June 29, 2015,December 1, 2021, the Company completed itsthe business acquisition of 100%Anord Mardix, a global leader in critical power solutions for an initial purchase consideration of the outstanding share capital of MCi, and paid approximately $555.2$523 million, net of $27.7$25 million cash acquired, with an additional $17 million deferred purchase price paid out in the fourth quarter of cash acquired. Thisfiscal year 2022, for a total purchase consideration of $539 million. The acquisition expandedadded to the Company's capabilitiesportfolio of Power products and expanded its offering in the automotive market, anddata center market. For reporting purposes, Anord Mardix was included in the HRSIndustrial reporting unit within the FRS segment. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.
The following represents the Company's allocation of the total purchase price to the acquired assets and liabilities of MCi (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)


Current assets: 
Accounts receivable$41,559
Inventories19,897
Other current assets2,856
           Total current assets64,312
Property and equipment, net38,832
Other assets2,463
Intangibles236,800
Goodwill323,357
        Total assets$665,764
  
Current liabilities: 
Accounts payable$28,002
Accrued liabilities & other current liabilities21,113
        Total current liabilities49,115
Other liabilities61,492
          Total aggregate purchase price$555,157

The intangible assets of $236.8 million is comprised of customer relationships of $75.5 million and licenses and other intangible assets of $161.3 million. Customer relationships and licenses and other intangibles are each amortized over a weighted-average estimated useful life of 10 years. In addition to net working capital, the Company acquired $38.8 million of machinery and equipment and assumed $61.5 million of other liabilities primarily comprised of deferred tax liabilities. The Company incurred $6.6 million in acquisition-related costs related to the acquisition of MCi during fiscal year 2016.
Acquisition of a facility from Alcatel-Lucent
On July 1, 2015, the Company acquired an optical transport facility from Alcatel-Lucent for approximately $67.5 million, which expanded its capabilities in the telecom market and was included in the CEC segment. The Company acquired primarily $55.1 million of inventory, $10.0 million of property and equipment primarily comprised of a building and land, and recorded goodwill and intangible assets for a customer relationship of $3.6 million and $2.1 million, respectively, and assumed $3.3 million in other net liabilities in connection with this acquisition. The customer relationship intangible will amortize over a weighted-average estimated useful life of 5 years.
Acquisition of Nextracker
On September 28, 2015, the Company acquired 100% of the outstanding share capital of NEXTracker, a provider of smart solar tracking solutions. The initial cash consideration was approximately $240.8 million, net of $13.2 million of cash acquired, with an additional $81.0 million of estimated potential contingent consideration, for a total purchase consideration of $321.8 million. At the date of the acquisition, the maximum possible consideration under the agreement was $97.2 million upon achievement of future revenue performance targets. Subsequent to the acquisition date, the Company adjusted its estimate of the contingent consideration by $3.7 million, as described further in note 11, which was recorded as an expense in the consolidated statement of operations. The Company also acquired NEXTracker’s equity incentive plan. The financial results of NEXTracker were included in the IEI segment. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.
The following represents the Company's preliminary allocation of the total purchase price to the acquired assets and liabilities of NEXTracker (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)


Current assets: 
Accounts receivable$60,298
Inventories3,235
Other current assets19,272
           Total current assets82,805
Property and equipment, net1,382
Other assets70
Intangibles108,700
Goodwill255,601
        Total assets$448,558
  
Current liabilities: 
Accounts payable$17,226
Other current liabilities63,870
        Total current liabilities81,096
Other liabilities45,712
          Total aggregate purchase price$321,750
The intangible assets of $108.7 million is comprised of customer-related intangibles of $47.3 million and licenses and other intangible assets of $61.4 million. Customer-related intangibles are amortized over a weighted-average estimated useful life of 4 years while licenses and other intangibles are amortized over a weighted-average estimated useful life of 6 years.

Other business acquisitions
Additionally, during fiscal year 2016, the Company completed eight acquisitions that were not individually, nor in the aggregate, significant to the consolidated financial position, results of operations and cash flows of the Company. Four of the acquired businesses expanded the Company’s capabilities in the medical devices market, particularly precision plastics and molding within the HRS segment, two of them strengthened capabilities in the consumer electronics market within the CTG segment, one strengthened the capabilities in the communications market within the CEC segment, and the last one strengthened capabilities in the household industrial and lifestyle market within the IEI segment. The Company paid $53.3 million, net of $3.7 million of cash held by the targets. The Company acquired $14.4 million of property and equipment, assumed liabilities of $17.7 million and recorded goodwill and intangibles of $57.4 million. These intangibles will amortize over a weighted-average estimated useful life of 4 years.
The results of operations for all of the acquisitions completed in fiscal year 2016acquisition were included in the Company’s consolidated financial results beginning on the date of each acquisition.  Theacquisition, and the total amount of net income for all of the acquisitions completed in fiscal year 2016, collectively, was $41.4 million. The total amount ofand revenue of these acquisitions, collectively, was not material to the Company’s consolidated financial results for the fiscal year 2016. 
On a pro-forma basis, and assuming the acquisitions occurred on the first day of the prior comparative period, or April 1, 2014, net income would have been estimated to be $410.1 million, and $586.4 million for fiscal years 2016 and 2015, respectively. The estimated pro-forma net income for all periods presented does not include the $43.0 million tax benefit for the release of the valuation allowance on deferred tax assets relating to the NEXTracker acquisition, recognized in fiscal year 2016 as discussed further in note 13, to promote comparability. Pro-forma revenue for the acquisitions in fiscal year 2016 and 2015 have not been presented because the effect, collectively, was not material to the Company’s consolidated revenues for all periods presented.
Fiscal year 2015 business acquisitions
During the fiscal year 2015, the Company completed four acquisitions that were not individually, nor in the aggregate, significant to the consolidated financial position, results of operations and cash flows of the Company. All of the acquired

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. BUSINESS AND ASSET ACQUISITIONS (Continued)


businesses expanded the Company's capabilities in the medical devices market, particularly precision plastics, within the HRS segment. The Company paid $52.7 million net of $5.9 million of cash held by the acquired businesses, and recorded an accrual of $4.5 million for contingent consideration relating to one of the acquisitions. The Company primarily acquired $29.4 million of current assets, $9.0 million of property and equipment, recorded goodwill of $35.8 million and intangibles of $16.1 million, and assumed certain liabilities relating to payables and debt in connection with these acquisitions. The results of operations were included in the Company's consolidated financial results beginning on the date of these acquisitions. Pro-forma results of operations for these acquisitions have not been presented because the effects of the acquisitions were immaterial to the Company's consolidated financial results for all periods presented. The Company also paid $7.5 million as a deposit to acquire a certain business that closed in fiscal year 2016 and that strengthened capabilities in the household industrial market within the IEI segment. This deposit was included in other assets during fiscal year 2015.
Fiscal year 2014 business acquisitions
Acquisition of Motorola Mobility LLC from Google
On April 16, 2013, the Company completed the acquisition of certain manufacturing operations from Google's Motorola Mobility LLC. The Company also entered into a manufacturing and services agreement with Motorola Mobility for mobile devices in conjunction with this acquisition. This acquisition expanded the Company's relationship with Google's Motorola Mobility and the Company's capabilities in the mobile devices market, within the CTG segment.
The cash consideration for this acquisition amounted to $178.9 million. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.
The following represents the Company's allocation of the total purchase price to the acquired assets and liabilities assumed of Google's Motorola Mobility LLC (in thousands):
Current assets: 
Inventories$97,740
Other current assets24,280
Total current assets122,020
Property and equipment45,198
Goodwill2,844
Other intangible assets (useful life—6 years)2,948
Other assets7,414
Total assets$180,424
Current liabilities: 
Other current liabilities$317
Total current liabilities317
Other liabilities1,202
Total aggregate purchase price$178,905

Acquisition of Riwisa AG
On November 4, 2013, the Company acquired all of the outstanding shares of Riwisa AG, a company registered in Switzerland for total cash consideration of $44.0 million, net of cash acquired of $9.4 million. This acquisition expanded the Company's capabilities in the medical devices market, particularly precision plastics within the HRS segment. The Company primarily acquired inventory, property and equipment and assumed certain liabilities relating to payables and debt. The results of operations were included in the Company's consolidated financial results beginning on the date of acquisition. Proforma results of operations for this acquisition have not been presented because the effects of the acquisition were not material to the Company's consolidated financial results.

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17. BUSINESS AND ASSET ACQUISITIONS (Continued)


results for fiscal year 2022.
The initial allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. During fiscal year 2014 the Company recorded $22.7$273 million as intangible assets and $18.5 million as goodwill based on a preliminary assessment of fair value of assets acquired and liabilities assumed. During fiscal year 2015, the Company further adjusted the purchase allocation for the acquisition resulting in a $2.6 million increase in the total cash consideration from $44.0 million to $46.6 million, and an $8.7 million fair value adjustment for assets acquired, increasing total goodwill to $27.2 million. Intangible assets are comprised of customer-relationshipscustomer related intangible assets of $15.8$147 million and licenses and other intangible assets such as trade names and developed technology of $126 million. Customer related assets are amortized over a periodweighted-average estimated useful life of 108.7 years while licensed and developed technology and trade names of $6.9 millionother intangibles are amortized over a periodweighted-average estimated useful life of 78.9 years.
Other business acquisitions
Further, during fiscal year 2014, the Company completed two other acquisitions for total cash consideration of $15.1 million. Neither of these acquisitions were significant to the Company's consolidated financial position, results of operations and cash flows. These businesses expanded the Company's capabilities primarily in manufacturing operations for precision plastics, components and molds. The Company acquired primarily property and equipment and inventory and recorded goodwill amounting to $5.0 million in connection with these acquisitions. The results of operations were included in the Company's consolidated financial results beginning on the dates of these acquisitions. Proforma results of operations for these acquisitions have not been presented because the effects of the acquisitions were immaterial to the Company's consolidated financial results. Additionally, transaction costs related to all acquisitions completed during the periods presented were immaterial to the Company's financial results.
The Company continues to evaluate certain assets and liabilities related to business combinations completed during recent periods. Additional information, which existed as of the acquisition date, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Changes to amounts recorded as assets or liabilities, as a result of such additional information, may result in a corresponding adjustment to goodwill.
The goodwill generated from the Company's business combinations completed during the fiscal year ended March 31, 2014 is primarily related to value placed on the employee workforce, service offerings and capabilities, and expected synergies and is not deductible for income tax purposes.
In connection with one businesses acquired during fiscal year 2013, the Company entered into an agreement with an existing customer and a third party banking institution to procure certain manufacturing equipment that was financed by the third party banking institution, acting as an agent of the customer. The manufacturing equipment was used exclusively for the benefit of this customer. The Company cannot be required to pay cash by either the customer or the third party banking institution. During fiscal year 2015, the Company ceased manufacturing of the product related to the financed equipment. As a result, pursuant an agreement with the customer, the Company as an agent on behalf of the customer dispositioned the equipment via sales to third parties and used the proceeds to reduce the obligation to the third party banking institution. Accordingly, the residual value due from the customer related to the equipment financed by the third party banking institution decreased to $83.6 million from $169.2 million as of March 31, 2016 and 2015, respectively, and has been included in other current assets. The outstanding balance due to the third party banking institution related to the financed equipment correspondingly decreased to $122.0 million from $197.7 million as of March 31, 2016 and 2015, respectively, and has been included in other current liabilities. The cash inflows from the sale of the manufacturing equipment originally purchased on behalf of the customer and financed by the third party banking institution amounting to $54.3 million and $79.7 million have been included in other investing cash flows for the fiscal years ended March 31, 2016 and 2015, respectively. The cash outflows relating to the purchase of the manufacturing equipment by the Company on behalf of the customer of $37.3 million have also been included in other investing cash flows for the fiscal year ended March 31, 2014. The cash outflows to repay the third party banking institution on behalf of the customer upon cessation of manufacturing operations of $75.8 million and $88.8 million have been included in cash flows from other financing activities during the fiscal years ended March 31, 2016 and 2015, respectively. Net cash inflows amounting to $13.5 million relating to the funding of these assets by the financial institution on behalf of the customer have been included in cash flows from other financing activities during the fiscal year ended March 31, 2014.
18.20. SHARE REPURCHASE PLAN
During fiscal year 2016,2023, the Company repurchased approximately 37.319.8 million shares for an aggregate purchase valueprice of approximately $412.8 million under two separate repurchase plans as further discussed below.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. SHARE REPURCHASE PLAN (Continued)


During the second quarter of fiscal year 2016, the Company repurchased the entire remaining amount under a prior share repurchase plan that was approved by the Company's Board of Directors on August 28, 2014 and the Company's shareholders at the 2014 Extraordinary General Meeting held on August 28, 2014, or approximately 13.2 million shares for an aggregate purchase value of approximately $154.9$337 million and retired all of these shares.
Under the Company’s current share repurchase program, the Board of Directors authorized repurchases of its outstanding ordinary shares for up to $500 million$1.0 billion in accordance with the share repurchase mandate approved by the Company’s shareholders at the date of the most recent ExtraordinaryAnnual General Meeting held on August 20, 2015. During fiscal year 2016, the Company repurchased approximately 24.1 million shares for an aggregate purchase value of approximately $257.9 million under this plan, including amounts accrued but not paid, and retired all of these shares.25, 2022. As of March 31, 2016,2023, shares in the aggregate amount of $242.1$893 million were available to be repurchased under the current plan.

19.21. SEGMENT REPORTING
Operating segments are defined as components of an enterprise for which separate financial informationThe Company's Chief Executive Officer is available that is evaluated regularly by theour Chief Operating Decision Maker ("CODM"), or a decision making group, in deciding who evaluates how towe allocate resources, assesses performance and in assessing performance. Resource allocation decisionsmake strategic and operational decisions. Based on such evaluation, the Company's performance are assessed by its Chief Executive Officer ("CEO"), with support from his direct staff who oversee certain operationsCompany determined as of and for the period ended March 31, 2023, that Flex has three operating and reportable segments.
The FAS segment is optimized for speed to market based on a highly flexible supply and manufacturing system. FAS is comprised of the business, collectively identified as the CODM or the decision making group.following end markets that represent reporting units:
During the fourth quarter of fiscal year 2015, the Company concluded it has four reportable operating segments: HRS, CTG, IEI,Communications, Enterprise and CEC. Cloud, including data infrastructure, edge infrastructure and communications infrastructure
Lifestyle, including appliances, consumer packaging, floorcare, micro mobility and audio
Consumer Devices, including mobile and high velocity consumer devices.
The Company assessed that there was no change to its operating segments in fiscal year 2016. These segments represent componentsFRS segment is optimized for longer product lifecycles requiring complex ramps with specialized production models and critical environments. FRS is comprised of the Companyfollowing end markets that represent reporting units:
Automotive, including next generation mobility, autonomous, connectivity, electrification, and smart technologies
Health Solutions, including medical devices, medical equipment, and drug delivery
Industrial, including capital equipment, industrial devices, and renewables and grid edge.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Nextracker segment provides solar tracker technologies that optimize and increase energy production while reducing costs for whichsignificant plant return on investment:
Nextracker, the leading provider of intelligent, integrated solar tracker and software solutions that are used in utility-scale and ground-mounted distributed generation solar projects around the world. Nextracker's products enable solar panels to follow the sun’s movement across the sky and optimize plant performance.
The determination of the separate financial informationoperating and reporting segments is available that is utilized on a regular basis by the CODM. These segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. Refer to note 1 to the financial statements for a description of the various product categories manufactured under each of these segments.
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, customer related asset recoveries, restructuring charges, certain bad debt charges,legal and other, interest, net, other charges (income), net, and interestequity 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.
Selected financial information by segment is in the table below.
Fiscal Year Ended March 31,
202320222021
(In millions)
Net sales:
Flex Agility Solutions$15,769 $14,027 $13,493 
Flex Reliability Solutions12,733 10,603 9,495 
Nextracker1,903 1,458 1,195 
Intersegment eliminations(59)(47)(59)
$30,346 $26,041 $24,124 
Segment income and reconciliation of income before income taxes:
Flex Agility Solutions$694 $605 $449 
Flex Reliability Solutions607 546 484 
Nextracker203 90 178 
Corporate and Other(62)(72)(80)
Total segment income1,442 1,169 1,031 
Reconciling items:
Intangible amortization82 68 62 
Stock-based compensation133 91 79 
Customer related asset recoveries— — (7)
Restructuring charges (Note 16)27 15 101 
Legal and other (1)16 23 
Interest, net201 152 148 
Other charges (income), net(164)16 
Equity in earnings (losses) of unconsolidated affiliates(4)61 83 
Income before income taxes$974 $1,045 $714 

(1)Legal and other net.consists 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 and customer related asset recoveries. During the fiscal year 2023, the Company accrued for certain loss contingencies where losses are considered probable and estimable.


During the fiscal year 2022, the Company accrued for certain loss contingencies where losses are considered probable and estimable offset by a gain upon successful settlement of certain supplier claims.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. SEGMENT REPORTING (Continued)


Selected financial informationLegal and other during fiscal year 2021 primarily consists of costs accrued for certain loss contingencies where losses are considered probable and estimable, offset by segment isa gain on the sale of real estate in the fourth quarter of fiscal year 2021 exited as follows:a result of the disengagement of a certain customer in fiscal year 2020.
 Fiscal Year Ended March 31,
 2016 2015 2014
 (In thousands)
Net sales:     
Communications & Enterprise Compute$8,841,642
 $9,191,211
 $9,688,023
Consumer Technologies Group6,997,526
 8,940,043
 9,357,635
Industrial & Emerging Industries4,680,718
 4,459,351
 3,787,838
High Reliability Solutions3,898,999
 3,557,311
 3,275,111
 $24,418,885
 $26,147,916
 $26,108,607
Segment income and reconciliation of income before tax:     
Communications & Enterprise Compute$265,076
 $257,323
 $259,329
Consumer Technologies Group163,677
 218,251
 125,171
Industrial & Emerging Industries157,588
 131,956
 127,085
High Reliability Solutions294,635
 227,595
 221,402
Corporate and Other(89,219) (83,988) (68,475)
Total income791,757
 751,137
 664,512
Reconciling items:     
Intangible amortization65,965
 32,035
 28,892
Stock-based compensation77,580
 50,270
 40,439
Restructuring charges (2)
 
 75,311
Bad debt charge (1)61,006
 
 
Other charges (income), net47,738
 (53,233) 57,512
Interest and other, net84,793
 51,410
 61,904
Income before income taxes$454,675
 $670,655
 $400,454
(1)During fiscal year 2016, the Company incurred a charge of $61.0 million related to SunEdison which had declared bankruptcy. This charge is included in selling, general and administrative expenses in the consolidated statement of operations but is excluded from the measurement of the Company's operating segment's performance. Refer to note 2 for additional information regarding this charge.
(2)During the fiscal year ended March 31, 2014, the Company recognized restructuring charges of approximately $75.3 million. The costs associated with these restructuring activities include employee severance, other personnel costs, non-cash impairment charges on equipment no longer in use and to be disposed of, and other exit related costs due to facility closures or rationalizations. Refer to note 14 for additional information regarding this charge.
Corporate and otherOther primarily includes corporate servicesservice costs that are not included in the CODM's assessment of the performance of each of the identified reporting segments.
The Company provides an overall platform of assets and services, which the segments utilize for the benefit of their various customers. The shared assets and services are contained within the Company's global manufacturing and design operations and include manufacturing and design facilities. Most of the underlying manufacturing and design assets are co-mingled in the operating campuses and are compatible to operate across segments and highly interchangeable throughout the platform. Given the highly interchangeable nature of the assets, they are not separately identified by segment nor reported by segment to the Company's CODM.
Property and equipment on a segment basis is not disclosed as it is not separately identified and is not internally reported by segment to the Company's CODM.CODM as described above. During fiscal year 2016, 2015years 2023, 2022 and 2014,2021, depreciation expense included in the segment'ssegments' measure of operating performance above is as follows:follows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. SEGMENT REPORTING (Continued)


 Fiscal Year Ended March 31,
 2016 2015 2014
 (In thousands)
Depreciation expense     
Communications & Enterprise Compute$117,710
 $130,311
 $131,807
Consumer Technologies Group123,139
 203,808
 160,684
Industrial & Emerging Industries72,415
 64,541
 55,692
High Reliability Solutions80,935
 62,831
 50,296
Corporate and Other31,530
 35,334
 26,359
Total depreciation expense$425,729
 $496,825
 $424,838
Fiscal Year Ended March 31,
202320222021
(In millions)
Depreciation expense:
Flex Agility Solutions$177 $184 $185 
Flex Reliability Solutions217 204 210 
Nextracker
Corporate and Other16 18 25 
Total depreciation expense$414 $409 $422 
Geographic information of net sales is as follows:
Fiscal Year Ended March 31,
202320222021
(In millions)
Net sales by region:
Americas$13,773 45 %$10,839 42 %$9,672 40 %
Asia10,361 34 %9,601 37 %9,326 39 %
Europe6,212 21 %5,601 21 %5,126 21 %
$30,346 $26,041 $24,124 
 Fiscal Year Ended March 31,
 2016 2015 2014
 (In thousands)
Net sales:           
Asia$11,788,992
 48% $12,953,004
 50% $13,714,187
 53%
Americas8,347,514
 34% 8,897,868
 34% 8,189,414
 31%
Europe4,282,379
 18% 4,297,044
 16% 4,205,006
 16%
 $24,418,885
   $26,147,916
   $26,108,607
  

Revenues are attributable to the country in which the product is manufactured or service is provided.
During fiscal years 2016, 20152023, 2022 and 2014,2021, net sales generated from Singapore, the principal country of domicile, were approximately $519.1$552 million, $553.4$519 million and $504.6$507 million, respectively.
During fiscal year 2016, China, Mexico, andThe following table summarizes the United Statescountries that accounted for approximately 35%, 15%, and 11%more than 10% of consolidated net sales respectively. in fiscal years 2023, 2022, and 2021:
 Fiscal Year Ended March 31,
202320222021
 (In millions)
Net sales by country:
Mexico$6,589 22 %$5,059 19 %$4,413 18 %
China6,539 22 %6,146 24 %6,147 25 %
U.S.5,020 17 %3,690 14 %3,648 15 %

95

FLEX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
No other country accounted for more than 10% of net sales for the fiscal periods presented in fiscal year 2016.the table above.
During fiscal year 2015, China, Mexico,Geographic information of property and the United States accounted for approximately 37%, 13%, and 11% of consolidatedequipment, net sales, respectively. No other country accounted for more than 10% of net sales in fiscal year 2015.is as follows:
During fiscal year 2014, China, Mexico, and the United States accounted for approximately 40%, 14% and 11% of consolidated net sales, respectively. No other country accounted for more than 10% of net sales in fiscal year 2014.
As of March 31,
20232022
(In millions)
Property and equipment, net:
Americas$1,221 52 %$1,075 51 %
Asia618 26 %561 26 %
Europe510 22 %489 23 %
$2,349 $2,125 
 As of March 31,
 2016 2015
 (In thousands)
Property and equipment, net:       
Asia$1,013,317
 45% $997,806
 48%
Americas886,305
 39% 782,839
 37%
Europe358,011
 16% 311,522
 15%
 $2,257,633
   $2,092,167
  


As of March 31, 20162023 and 2015,2022, property and equipment, net held in Singapore werewas approximately $13.4$5 million and $19.3$5 million, respectively.

96

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. SEGMENT REPORTING (Continued)


As of March 31, 2016, China, Mexico andThe following table summarizes the United Statescountries that accounted for approximately 35%, 19% and 15%, respectively,more than 10% of property and equipment, net. net in fiscal year 2023 and 2022:
Fiscal Year Ended March 31,
20232022
(In millions)
Property and equipment, net:
Mexico$763 32 %$626 29 %
U.S.365 16 %354 17 %
China338 14 %299 14 %

No other country accounted for more than 10% of property and equipment, net as of March 31, 2016.
As of March 31, 2015, China, Mexico andfor the United States accounted for approximately 37%, 17% and 15%, respectively, of consolidated property and equipment, net. No other country accounted for more than 10% of property and equipment, net as of March 31, 2015.
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL STATEMENTS
Flextronics International Ltd. ("Parent") has three tranches of Notes of $500 million, $500 million and $600 million, respectively, each outstanding, which mature on February 15, 2020, February 15, 2023 and June 15, 2025, respectively. These notes are senior unsecured obligations, and are guaranteed, fully and unconditionally, jointly and severally, on an unsecured basis, by certain of the Company's 100% owned subsidiaries (the "guarantor subsidiaries"). These subsidiary guarantees will terminate upon 1) a sale or other disposition of the guarantor or the sale or disposition of all or substantially all the assets of the guarantor (other than to the Parent or a subsidiary); 2) such guarantor ceasing to be a guarantor or a borrower under the Company's Term Loan Agreement and the Revolving Line of Credit; 3) defeasance or discharge of the Notes, as providedfiscal periods presented in the Notes indenture; or 4) if at any time the notes are rated investment grade.
In lieu of providing separate financial statements for the guarantor subsidiaries, the Company has included the accompanying condensed consolidating financial statements, which are presented using the equity method of accounting. The principal elimination entries relate to investment in subsidiaries and intercompany balances and transactions, including transactions with the Company's non-guarantor subsidiaries.
During the year ended March 31, 2016, and in conjunction with the new $600 million Notes, a new entity was added as a guarantor subsidiary for all three tranches of the Notes. Accordingly, the Company recast the condensed consolidating financial statements presented below to reflect this change.

table above.
97
96

Table of Contents
FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Condensed Consolidating Balance Sheets as of March 31, 2016
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (in thousands)
ASSETS         
Current assets:         
Cash and cash equivalents$734,869
 $148,201
 $724,500
 $
 $1,607,570
Accounts receivable
 729,331
 1,315,426
 
 2,044,757
Inventories
 1,482,410
 2,009,246
 
 3,491,656
Inter company receivable9,105,728
 5,568,392
 12,404,722
 (27,078,842) 
Other current assets2,951
 180,842
 987,350
 
 1,171,143
Total current assets9,843,548
 8,109,176
 17,441,244
 (27,078,842) 8,315,126
Property and equipment, net
 553,072
 1,704,561
 
 2,257,633
Goodwill and other intangible assets, net175
 60,895
 1,284,750
 
 1,345,820
Other assets2,249,145
 267,034
 2,004,437
 (4,054,214) 466,402
Investment in subsidiaries2,815,426
 3,014,634
 18,175,348
 (24,005,408) 
Total assets$14,908,294
 $12,004,811
 $40,610,340
 $(55,138,464) $12,384,981
LIABILITIES AND SHAREHOLDERS' EQUITY         
Current liabilities:         
Bank borrowings and current portion of long-term debt$58,836
 $946
 $5,384
 $
 $65,166
Accounts payable
 1,401,835
 2,846,457
 
 4,248,292
Accrued payroll
 114,509
 239,038
 
 353,547
Inter company payable9,562,405
 7,999,335
 9,517,102
 (27,078,842) 
Other current liabilities33,008
 869,470
 1,002,722
 
 1,905,200
Total current liabilities9,654,249
 10,386,095
 13,610,703
 (27,078,842) 6,572,205
Long term liabilities2,683,173
 2,063,988
 2,514,299
 (4,054,214) 3,207,246
Flextronics International Ltd. shareholders' equity2,570,872
 (445,272) 24,450,680
 (24,005,408) 2,570,872
Noncontrolling interests
 
 34,658
 
 34,658
Total shareholders' equity2,570,872
 (445,272) 24,485,338
 (24,005,408) 2,605,530
Total liabilities and shareholders' equity$14,908,294
 $12,004,811
 $40,610,340
 $(55,138,464) $12,384,981


98

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Condensed Consolidating Balance Sheets as of March 31, 2015
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (in thousands)
ASSETS         
Current assets:         
Cash and cash equivalents$608,971
 $168,272
 $851,165
 $
 $1,628,408
Accounts receivable
 1,208,632
 1,128,883
 
 2,337,515
Inventories
 1,729,593
 1,759,159
 
 3,488,752
Inter company receivable6,417,410
 4,759,062
 10,099,057
 (21,275,529) 
Other current assets8,143
 202,161
 1,075,921
 
 1,286,225
Total current assets7,034,524
 8,067,720
 14,914,185
 (21,275,529) 8,740,900
Property and equipment, net
 471,052
 1,621,115
 
 2,092,167
Goodwill and other intangible assets, net475
 64,830
 349,870
 
 415,175
Other assets2,210,669
 155,172
 2,131,523
 (4,092,715) 404,649
Investment in subsidiaries1,799,956
 1,654,226
 16,640,427
 (20,094,609) 
Total assets$11,045,624
 $10,413,000
 $35,657,120
 $(45,462,853) $11,652,891
LIABILITIES AND SHAREHOLDERS' EQUITY         
Current liabilities:         
Bank borrowings and current portion of long-term debt$38,868
 $917
 $5,245
 $
 $45,030
Accounts payable
 1,758,305
 2,802,889
 
 4,561,194
Accrued payroll
 112,692
 227,047
 
 339,739
Inter company payable6,559,569
 7,250,235
 7,465,725
 (21,275,529) 
Other current liabilities30,553
 845,156
 933,419
 
 1,809,128
Total current liabilities6,628,990
 9,967,305
 11,434,325
 (21,275,529) 6,755,091
Long term liabilities2,055,820
 2,102,483
 2,435,962
 (4,092,715) 2,501,550
Flextronics International Ltd. shareholders' equity2,360,814
 (1,656,788) 21,751,397
 (20,094,609) 2,360,814
Noncontrolling interests
 
 35,436
 
 35,436
Total shareholders' equity2,360,814
 (1,656,788) 21,786,833
 (20,094,609) 2,396,250
Total liabilities and shareholders' equity$11,045,624
 $10,413,000
 $35,657,120
 $(45,462,853) $11,652,891

Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2016
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (in thousands)
Net sales$
 $16,841,405
 $19,286,221
 $(11,708,741) $24,418,885
Cost of sales
 15,278,265
 19,241,300
 (11,708,741) 22,810,824
Gross profit
 1,563,140
 44,921
 
 1,608,061
Selling, general and administrative expenses
 330,194
 624,696
 
 954,890
Intangible amortization300
 3,598
 62,067
 
 65,965
Interest and other, net(191,859) 1,016,302
 (691,912) 
 132,531
Income (loss) before income taxes191,559
 213,046
 50,070
 
 454,675
Provision for income taxes26
 (41,584) 52,152
 
 10,594
Equity in earnings in subsidiaries252,548
 (168,886) 397,831
 (481,493) 
Net income$444,081
 $85,744
 $395,749
 $(481,493) $444,081


99

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2015
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (in thousands)
Net sales$
 $19,016,750
 $19,543,163
 $(12,411,997) $26,147,916
Cost of sales
 17,502,863
 19,511,710
 (12,411,997) 24,602,576
Gross profit
 1,513,887
 31,453
 
 1,545,340
Selling, general and administrative expenses
 258,212
 586,261
 
 844,473
Intangible amortization300
 3,808
 27,927
 
 32,035
Interest and other, net10,086
 901,059
 (912,968) 
 (1,823)
Income (loss) before income taxes(10,386) 350,808
 330,233
 
 670,655
Provision for income taxes
 14,143
 55,711
 
 69,854
Equity in earnings in subsidiaries611,187
 (141,074) 471,575
 (941,688) 
Net income$600,801
 $195,591
 $746,097
 $(941,688) $600,801

Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2014
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (in thousands)
Net sales$
 $18,393,436
 $21,569,406
 $(13,854,235) $26,108,607
Cost of sales
 16,961,211
 21,502,762
 (13,854,235) 24,609,738
Restructuring charges
 9,609
 49,039
 
 58,648
Gross profit
 1,422,616
 17,605
 
 1,440,221
Selling, general and administrative expenses
 250,909
 623,887
 
 874,796
Intangible amortization300
 4,659
 23,933
 
 28,892
Restructuring charges800
 (271) 16,134
 
 16,663
Interest and other, net(502,028) 875,119
 (253,675) 
 119,416
Income (loss) before income taxes500,928
 292,200
 (392,674) 
 400,454
Provision for income taxes52
 42,950
 (8,142) 
 34,860
Equity in earnings in subsidiaries(135,282) (262,871) 368,268
 29,885
 
Net income (loss)$365,594
 $(13,621) $(16,264) $29,885
 $365,594

Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2016
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (in thousands)
Net income$444,081
 $85,744
 $395,749
 $(481,493) $444,081
Other comprehensive income (loss):         
Foreign currency translation adjustments, net of zero tax17,846
 (16,979) (15,735) 32,714
 17,846
Unrealized loss on derivative instruments and other, net of zero tax26,744
 15,195
 26,744
 (41,939) 26,744
Comprehensive income$488,671
 $83,960
 $406,758
 $(490,718) $488,671


100

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2015
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (in thousands)
Net income$600,801
 $195,591
 $746,097
 $(941,688) $600,801
Other comprehensive income (loss):         
Foreign currency translation adjustments, net of zero tax(18,932) 256,652
 221,418
 (478,070) (18,932)
Unrealized loss on derivative instruments and other, net of zero tax(35,417) (33,769) (35,417) 69,186
 (35,417)
Comprehensive income$546,452
 $418,474
 $932,098
 $(1,350,572) $546,452

Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2014
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (in thousands)
Net income (loss)$365,594
 $(13,621) $(16,264) $29,885
 $365,594
Other comprehensive loss:         
Foreign currency translation adjustments, net of zero tax(34,683) (89,282) (89,635) 178,917
 (34,683)
Unrealized loss on derivative instruments and other, net of zero tax(13,992) (5,221) (13,993) 19,214
 (13,992)
Comprehensive income (loss)$316,919
 $(108,124) $(119,892) $228,016
 $316,919


101

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2016
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (In thousands)
Net cash provided by operating activities$162,275
 $427,259
 $546,911
 $
 $1,136,445
Cash flows from investing activities:         
Purchases of property and equipment, net of proceeds from disposal
 (151,383) (345,584) 9
 (496,958)
Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business

 (809,272) (101,515) 
 (910,787)
Investing cash flows to affiliates(1,596,210) (1,609,342) (1,408,610) 4,614,162
 
Other investing activities, net(500) (31,011) 42,880
 
 11,369
Net cash used in investing activities(1,596,710) (2,601,008) (1,812,829) 4,614,171
 (1,396,376)
Cash flows from financing activities:         
Proceeds from bank borrowings and long-term debt824,618
 
 60,084
 
 884,702
Repayments of bank borrowings and long-term debt and capital lease obligations(179,920) (3,059) (7,242) 

 (190,221)
Payments for repurchases of ordinary shares(420,317) 
 
 
 (420,317)
Proceeds from exercise of stock options61,278
 
 
 
 61,278
Financing cash flows from affiliates1,240,145
 2,162,840
 1,211,186
 (4,614,171) 
Other financing activities, net
 (8,800) (77,000) 
 (85,800)
Net cash provided by financing activities1,525,804
 2,150,981
 1,187,028
 (4,614,171) 249,642
Effect of exchange rates on cash and cash equivalents34,529
 2,697
 (47,775) 
 (10,549)
Net increase (decrease) in cash and cash equivalents125,898
 (20,071) (126,665) 
 (20,838)
Cash and cash equivalents, beginning of period608,971
 168,272
 851,165
 
 1,628,408
Cash and cash equivalents, end of period$734,869
 $148,201
 $724,500
 $
 $1,607,570


102

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2015
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (In thousands)
Net cash provided by (used in) operating activities$(73,356) $75,775
 $791,615
 $
 794,034
Cash flows from investing activities:         
Purchases of property and equipment, net of proceeds from disposal
 (85,876) (153,833) (15) (239,724)
Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business

 (20,589) (46,265) 
 (66,854)
Investing cash flows from (to) affiliates(1,703,983) (1,900,810) 796,493
 2,808,300
 
Other investing activities, net(1,500) (13,821) 79,683
 
 64,362
Net cash provided by (used in) investing activities(1,705,483) (2,021,096) 676,078
 2,808,285
 (242,216)
Cash flows from financing activities:         
Proceeds from bank borrowings and long-term debt303,000
 4,737
 11,805
 
 319,542
Repayments of bank borrowings and long-term debt and capital lease obligations(335,500) (3,127) (5,529) 
 (344,156)
Payments for early repurchase of long-term debt
 
 
 
 
Payments for repurchases of ordinary shares(415,945) 
 
 
 (415,945)
Proceeds from exercise of stock options23,497
 
 11
 
 23,508
Financing cash flows from (to) affiliates2,420,952
 1,904,164
 (1,516,831) (2,808,285) 
Other financing activities, net
 
 (98,966) 
 (98,966)
Net cash provided by (used in) financing activities1,996,004
 1,905,774
 (1,609,510) (2,808,285) (516,017)
Effect of exchange rates on cash and cash equivalents(246,908) (2,643) 248,430
 
 (1,121)
Net increase (decrease) in cash and cash equivalents(29,743) (42,190) 106,613
 
 34,680
Cash and cash equivalents, beginning of period638,714
 210,462
 744,552
 
 1,593,728
Cash and cash equivalents, end of period$608,971
 $168,272
 $851,165
 $
 $1,628,408


103

FLEXTRONICS INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2014
 Parent Guarantor
Subsidiaries
 Non-Guarantor
Subsidiaries
 Eliminations Consolidated
 (In thousands)
Net cash provided by (used in) operating activities$459,748
 $(126,813) $882,974
 $551
 1,216,460
Cash flows from investing activities:         
Purchases of property and equipment, net of proceeds from disposal
 (222,197) (292,221) (585) (515,003)
Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business
 (61,587) (171,845) 
 (233,432)
Investing cash flows from (to) affiliates35,262
 (1,237,006) (1,075,938) 2,277,682
 
Other investing activities, net
 (10,842) (24,655) 
 (35,497)
Net cash provided by (used in) investing activities35,262
 (1,531,632) (1,564,659) 2,277,097
 (783,932)
Cash flows from financing activities:         
Proceeds from bank borrowings and long-term debt1,066,359
 277
 17
 
 1,066,653
Repayments of bank borrowings and long-term debt and capital lease obligations(492,034) (525) (45,021) 
 (537,580)
Payments for early repurchase of long-term debt(503,423) (41,417) 
 
 (544,840)
Payments for repurchases of ordinary shares(475,314) 
 
 
 (475,314)
Proceeds from exercise of stock options28,140
 
 
 
 28,140
Financing cash flows from (to) affiliates(277,594) 1,681,559
 873,683
 (2,277,648) 
Other financing activities, net
 
 52,149
 
 52,149
Net cash provided by (used in) financing activities(653,866) 1,639,894
 880,828
 (2,277,648) (410,792)
Effect of exchange rates on cash and cash equivalents57,055
 2,641
 (74,791) 
 (15,095)
Net increase (decrease) in cash and cash equivalents(101,801) (15,910) 124,352
 
 6,641
Cash and cash equivalents, beginning of period740,515
 226,372
 620,200
 
 1,587,087
Cash and cash equivalents, end of period$638,714
 $210,462
 $744,552
 $
 $1,593,728
21. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table contains unaudited quarterly financial data for fiscal years 2016 and 2015.
 Fiscal Year Ended March 31, 2016 Fiscal Year Ended March 31, 2015
 First Second Third Fourth First Second Third Fourth
                
Net sales$5,566,248
 $6,316,762
 $6,763,177
 $5,772,698
 $6,642,745
 $6,528,517
 $7,025,054
 $5,951,600
Gross profit352,341
 396,916
 452,467
 406,337
 380,785
 377,081
 408,657
 378,817
Net income110,850
 122,977
 148,910
 61,344
 173,887
 138,903
 152,899
 135,112
Earnings per share (1):               
Net income:               
Basic$0.20
 $0.22
 $0.27
 $0.11
 $0.30
 $0.24
 $0.26
 $0.24
Diluted$0.19
 $0.22
 $0.27
 $0.11
 $0.29
 $0.23
 $0.26
 $0.23


(1)Earnings per share are computed independently for each quarter presented; therefore, the sum of the quarterly earnings per share may not equal the total earnings per share amounts for the fiscal year.
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.

ITEM 9A.    CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
Under the supervision andThe Company's management, with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act)Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2016.2023. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2016, such2023, the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act, of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission'sSEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executiveChief Executive officer and principal financial officer,Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
(b)Management's Annual Report on Internal Control over Financial Reporting
(b)Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a- 15(f)13a-15(f) under the Securities Exchange Act of 1934, as amended. As of March 31, 2016, under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of the effectiveness of the Company's internalAct. Internal control over financial reporting basedconsists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) are designed and operated to provide reasonable assurance regarding the reliability of the Company's financial reporting and the Company's process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of March 31, 2016.
statements. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements or prevent or detect instances of fraud. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management's annual assessmentAs of March 31, 2023, under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of the effectiveness of ourthe Company's internal control over financial reporting asbased on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of March 31, 2016 excludedSponsoring Organizations of the Treadway Commission ("COSO"). Based on that evaluation, management concluded that the Company's internal control over financial reporting was effective as of eight of our acquisitions that were completed during the year ended March 31, 2016, which constitute, in the aggregate, 5% of total assets and 3% of net sales2023.
(c)Attestation Report of the consolidated financial statements amount as of, and for the fiscal year ended March 31, 2016.Registered Public Accounting Firm
(c)Attestation Report of the Registered Public Accounting Firm
The effectiveness of the Company's internal control over financial reporting as of March 31, 20162023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears in this Item under the heading "Report of Independent Registered Public Accounting Firm."
(d)Changes in Internal Control Over Financial Reporting
(d)Changes in Internal Control Over Financial Reporting
There were no changes in the Company'sour internal controlscontrol over financial reporting that occurred during the yearfourth quarter ended March 31, 20162023 that have materially affected, or are reasonably likely to materially affect, itsour internal controlscontrol over financial reporting.


97

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholdersthe Shareholders of
Flextronics International Flex Ltd.
, Singapore

Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Flextronics InternationalFlex Ltd. and subsidiaries (the "Company") as of March 31, 2016,2023, based on criteria established in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. As describedCommission (COSO). In our opinion, the Company maintained, in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment theall material respects, effective internal control over financial reporting as of eight acquisitions that were completed duringMarch 31, 2023, based on criteria established in Internal ControlIntegrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 31, 2016, which constitute, in aggregate, 5% of total assets and 3% of net sales2023 of the consolidatedCompany and our report dated May 19, 2023, expressed an unqualified opinion on those financial statement amounts as of andstatements.
Basis for the fiscal year ended March 31, 2016. Accordingly, our audit did not include the internal control over financial reporting of eight acquisitions. Opinion
The Company'sCompany’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company'sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company'scompany’s internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.
Because of theits inherent limitations, of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2016, based on the criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended March 31, 2016, of the Company and our report dated May 20, 2016 expressed an unqualified opinion on those financial statements.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
May 20, 201619, 2023

98


ITEM 9B.    OTHER INFORMATION
Not applicable.
ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information with respect to this item may be found in ourthe Company's definitive proxy statement to be delivered to shareholders in connection with our 2016the Company's 2023 Annual General Meeting of Shareholders. Such information is incorporated by reference.
ITEM 11.    EXECUTIVE COMPENSATION
Information with respect to this item may be found in ourthe Company's definitive proxy statement to be delivered to shareholders in connection with our 2016the Company's 2023 Annual General Meeting of Shareholders. Such information is incorporated by reference.
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
Information with respect to this item may be found in ourthe Company's definitive proxy statement to be delivered to shareholders in connection with our 2016the Company's 2023 Annual General Meeting of Shareholders. Such information is incorporated by reference.
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information with respect to this item may be found in ourthe Company's definitive proxy statement to be delivered to shareholders in connection with our 2016the Company's 2023 Annual General Meeting of Shareholders. Such information is incorporated by reference.
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES (Deloitte & Touche LLP, PCAOB ID: 34)
Information with respect to this item may be found in ourthe Company's definitive proxy statement to be delivered to shareholders in connection with our 2016the Company's 2023 Annual General Meeting of Shareholders. Such information is incorporated by reference.

99

PART IV
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Documents filed as part of this annual report on Form 10-K:
(a)Documents filed as part of this annual report on Form 10-K:
1.    Financial Statements.    See Item 8, "Financial Statements and Supplementary Data."
2.    Financial Statement Schedules.   "Schedule II—Valuation and Qualifying Accounts" is included in the financial statements, see Concentration of Credit Risk in Note 2, "Summary of Accounting Policies" of the Notes to Consolidated Financial Statements in Item 8, "Financial Statements and Supplementary Data."
3.    Exhibits.    Reference is made to Item 15(b) below.
(b)    Exhibits.    The following exhibits are filed withExhibit Index, which immediately precedes the signature page to this annual report on Form 10-K:10-K, is incorporated by reference into this annual report on Form 10-K.
(c)    Financial Statement Schedules.    Reference is made to Item 15(a)(2) above.

ITEM 16.    FORM 10-K SUMMARY
None
EXHIBIT INDEX
Incorporated by Reference
Exhibit No.ExhibitFormFile No.Filing DateExhibit No.Filed Herewith
Constitution of the Registrant (incorporating all amendments as at August 20, 2019)10-Q000-2335410/30/20193.01
Indenture, dated as of June 8, 2015, by and between the Registrant, the Guarantors party thereto and U.S. Bank National Association, as Trustee8-K000-233546/8/20154.1
Form of 4.750% Note due 2025 (included in Exhibit 4.01)8-K000-233546/8/20154.1
First Supplemental Indenture, dated as of September 11, 2015, among the Registrant, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Registrant’s 4.750% Notes due 2025S-4333-2070679/22/20154.04
Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee8-K000-233546/6/20194.1
First Supplemental Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank National Association, as trustee8-K000-233546/6/20194.2
Form of 4.875% Global Note due 2029 (included in Exhibit 4.05)8-K000-233546/6/20194.3
Second Supplemental Indenture, dated as of November 7, 2019, by and between the Company and U.S. Bank National Association, as trustee8-K000-2335411/7/20194.3
Form of 4.875% Global Note due 2029 (included in Exhibit 4.07)8-K000-2335411/7/20194.4
Third Supplemental Indenture dated as of May 12, 2020, by and between the Company and U.S. Bank National Association, as trustee8-K000-233545/12/20204.2
Form of 3.750% Global Note due 2026 (included in Exhibit 4.09)8-K000-233545/12/20204.3
Form of 4.875% Global Note due 2030 (included in Exhibit 4.09)8-K000-233545/12/20204.4
100

      Incorporated by Reference    
Exhibit No. Exhibit Form File No. Filing Date Exhibit No. Filed Herewith
3.01 Memorandum of Association, as amended 10-K 000-23354 5/29/2007 3.01  
3.02 Amended and Restated Articles of Association of Flextronics International Ltd. 8-K 000-23354 10/11/2006 3.01  
4.01 Indenture, dated as of February 20, 2013, by and between the Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee. 8-K 000-23354 2/22/2013 4.01  
4.02 Form of 4.625% Note due 2020 8-K 000-23354 2/22/2013 4.02  
4.03 Form of 5.000% Note due 2023 8-K 000-23354 2/22/2013 4.03  
4.04 First Supplemental Indenture, dated as of March 28, 2013, among the Company, the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013, by and between the Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the Company's 4.625% Notes due 2020 and 5.000% Notes due 2023 10-K 000-23354 5/28/2013 4.11  
4.05 Second Supplemental Indenture, dated as of August 25, 2014, among the Company, the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013, by and between the Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the Company's 4.625% Notes due 2020 and 5.000% Notes due 2023 10-Q 000-23354 10/30/2014 4.01  
4.06 Third Supplemental Indenture, dated as of September 11, 2015, among the Company, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Company’s 4.625% Notes due 2020 and 5.000% Notes due 2023 S-4 333-207067 9/22/2015 4.11  
4.07 Indenture, dated as of June 8, 2015, by and between the Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee 8-K 000-23354 6/8/2015 4.1  
4.08 Form of 4.750% Note due 2025 8-K 000-23354 6/8/2015 4.2  

Incorporated by Reference
Exhibit No.ExhibitFormFile No.Filing DateExhibit No.Filed Herewith
Fourth Supplemental Indenture, dated as of August 17, 2020, by and between the Company and U.S. Bank National Association, as trustee8-K000-233548/17/20204.3
Form of 3.750% Global Note due 2026 (included in Exhibit 4.12)8-K000-233548/17/20204.4
Form of 4.875% Global Note due 2030 (included in Exhibit 4.12)8-K000-233548/17/20204.5
Fifth Supplemental Indenture, dated as of December 7, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee8-K000-2335412/7/20224.2
Form of 6.000% Global Note due 2028 (included in Exhibit 4.15)8-K000-2335412/7/20224.3
Description of Registrant's Securities10-K000-233545/28/20204.14
Credit Agreement, dated as of July 19, 2022, among Flex Ltd. and certain of its subsidiaries, from time to time party thereto, as borrowers, Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender, and the other L/C Issuers, Swing Line Lenders and Lenders party thereto8-K000-233547/22/202210.01
Form of Indemnification Agreement between the Registrant and its Directors and certain officers†10-K000-233545/20/200910.01
Form of Indemnification Agreement between Flextronics Corporation and Directors and certain officers of the Registrant†10-K000-233545/20/200910.02
Nextracker Inc. 2014 Equity Incentive Plan†S-8333-20732510/7/201599.01
Flex Ltd. Amended and Restated 2017 Equity Incentive Plan†DEF 14A000-233546/26/2020Annex A
Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for time-based vesting awards†10-Q000-2335410/30/201710.05
Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for time-based vesting awards (FY21)†10-Q000-233548/5/202010.02
Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for performance-based vesting awards (20-day trading average) (FY21)†10-Q000-233548/5/202010.03
Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for performance-based vesting awards (FY22)†10-Q000.233547/30/202110.02
Form of Restricted Share Unit Award Agreement under the Amended and Restated Flex Ltd. 2017 Equity Incentive Plan for performance-based vesting awards (FY23)†10-Q000-233547/29/202210.03
Form of Restricted Share Unit Award Agreement under the Flex Ltd. Amended and Restated 2017 Equity Incentive Plan for Non-Employee Directors†10-Q000-2335410/31/202210.02
2010 Flextronics International USA, Inc. Deferred Compensation Plan†10-Q000-2335411/3/201010.04
First Amendment to Flex 2010 Deferred Compensation Plan, dated December 17, 2018†10-Q000-2335410/29/202110.01
Second Amendment to Flex 2010 Deferred Compensation Plan, dated August 16, 2019†10-Q000-2335410/29/202110.02
101

      Incorporated by Reference    
Exhibit No. Exhibit Form File No. Filing Date Exhibit No. Filed Herewith
4.09 Registration Rights Agreement, dated as of June 8, 2015, by and between the Company, the Guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the initial purchasers named therein 8-K 000-23354 6/8/2015 4.3  
4.10 First Supplemental Indenture, dated as of September 11, 2015, among the Company, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Company’s 4.750% Notes due 2025 S-4 333-207067 9/22/2015 4.04  
4.11 Term Loan Agreement, dated as of August 30, 2013, among Flextronics International Ltd., as Borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, Lead Arranger and Bookrunner, and the other Lenders party thereto 8-K 000-23354 9/4/2013 10.01  
4.12 Amendment No. 1, dated May 21, 2014 to Term Loan Agreement dated as of August 30, 2013, among Flextronics International Ltd., as Borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, Lead Arranger and Bookrunner, and the other Lenders party thereto 8-K 000-23354 7/28/2014 4.01  
4.13 Credit Agreement, dated as of March 31, 2014, among Flextronics International Ltd. and certain of its subsidiaries, as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto 8-K 000-23354 4/1/2014 10.01  
4.14 Amendment No. 1, dated as of September 30, 2015, to Credit Agreement, dated as of March 31, 2014, among Flextronics International Ltd. and certain of its subsidiaries, as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto 10-Q 000-23354 2/1/2016 4.01  
10.01 Form of Indemnification Agreement between the Registrant and its Directors and certain officers.† 10-K 000-23354 5/20/2009 10.10  
10.02 Form of Indemnification Agreement between Flextronics Corporation and Directors and certain officers of the Registrant.† 10-K 000-23354 5/20/2009 10.20  
10.03 Flextronics International Ltd. 2001 Equity Incentive Plan, as amended.† 10-Q 000-23354 11/3/2009 10.01  
10.04 Registrant's 2002 Interim Incentive Plan, as amended.† 8-K 000-23354 7/14/2009 10.02  
10.05 Registrant's 2004 Award Plan for New Employees, as amended.† 8-K 000-23354 7/14/2009 10.09  
10.06 Flextronics International Ltd. 2010 Equity Incentive Plan.† 8-K 000-23354 7/28/2010 10.01  
10.07 Form of Share Option Award Agreement under 2010 Equity Incentive Plan† 10-Q 000-23354 8/5/2010 10.02  
10.08 Form of Restricted Share Unit Award Agreement under 2010 Equity Incentive Plan† 10-Q 000-23354 8/5/2010 10.03  
10.09 Flextronics International USA, Inc. Third Amended and Restated 2005 Senior Management Deferred Compensation Plan† 10-Q 000-23354 2/5/2009 10.02  

Incorporated by Reference
Exhibit No.ExhibitFormFile No.Filing DateExhibit No.Filed Herewith
Third Amendment to Flex 2010 Deferred Compensation Plan, dated June 3, 2020†10-Q000-2335410/29/202110.03
Form of Award Agreement under 2010 Deferred Compensation Plan†10-Q000-233547/30/201210.01
Form of 2010 Deferred Compensation Plan Award Agreement (performance targets, cliff vesting)†10-Q000-233548/2/201310.02
Form of 2010 Deferred Compensation Plan Award Agreement (non-performance, periodic vesting, continuing Participant)†10-Q000-233548/2/201310.03
Award Agreement under the 2010 Deferred Compensation Plan†10-Q000-233547/28/201410.01
Form of Addendum Award Agreement under the 2010 Deferred Compensation Plan (FY21)†10-Q000-233541/29/202110.02
Summary of Directors' Compensation†10-Q000-2335410/30/201710.02
Summary of Compensation Arrangements of Certain Executive Officers of Flex Ltd.†10-Q000-233547/29/202210.02
Executive Incentive Compensation Recoupment Policy†10-Q000-233548/5/201010.06
Flex Ltd. Executive Severance Plan†10-K000-233545/21/201910.27
Revathi Advaithi Offer Letter, dated February 7, 2019†10-K000-233545/21/201910.29
Scott Offer Amended Offer Letter, dated as of January 27, 2019†10-K000-233545/28/202010.29
Paul R. Lundstrom Offer Letter, dated August 5, 2020†10-Q000-2335411/2/202010.02
Description of Annual Incentive Bonus Plan for Fiscal Year 2023†10-Q000-233547/29/202210.01
Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan†S-1333-2692381/13/202310.10
Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc. and Yuma Acquisition Corp, dated as of February 7, 20238-K000-233542/13/202310.1
Registration Rights Agreement, by and among Nextracker Inc., Yuma, Inc., Yuma Subsidiary, Inc., TPG Rise Flash, L.P. and the Holders party thereto, dated as of February 13, 20238-K000-233542/13/202310.2
Subsidiaries of RegistrantX
Consent of Deloitte & Touche LLPX
Power of Attorney (included on the signature page to this Form 10-K)X
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange ActX
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange ActX
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350*X
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Taxonomy Extension Scheme DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
102

      Incorporated by Reference    
Exhibit No. Exhibit Form File No. Filing Date Exhibit No. Filed Herewith
10.10 Flextronics International USA, Inc. Third Amended and Restated Senior Executive Deferred Compensation Plan† 10-Q 000-23354 2/5/2009 10.01  
10.11 Summary of Directors' Compensation† 10-K 000-23354 5/21/2015 10.16  
10.12 Solectron Corporation 2002 Stock Plan, as amended.† 10-Q 000-23354 11/3/2009 10.02  
10.13 Executive Incentive Compensation Recoupment Policy† 10-Q 000-23354 8/5/2010 10.06  
10.14 Francois Barbier Offer Letter, dated as of July 1, 2010† 8-K 000-23354 9/3/2010 10.01  
10.15 Francois Barbier Relocation Expenses Addendum, dated as of March 5, 2013† 10-K 000-23354 5/28/2013 10.27  
10.16 Francois Barbier Confirmation Date Letter, dated as of August 30, 2010† 8-K 000-23354 9/3/2010 10.03  
10.17 2010 Flextronics International USA, Inc. Deferred Compensation Plan† 10-Q 000-23354 11/3/2010 10.04  
10.18 Form of Restricted Stock Unit Award Under 2010 Equity Incentive Plan† 10-Q 000-23354 8/9/2011 10.01  
10.19 Form of Amendment to certain senior executive Restricted Share Unit Agreements under the 2010 Equity Incentive Plan† 10-Q 000-23354 2/4/2013 10.02  
10.20 Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for certain performance based awards† 10-Q 000-23354 2/4/2013 10.03  
10.21 Form of Award Agreement under 2010 Deferred Compensation Plan† 10-Q 000-23354 7/30/2012 10.01  
10.22 Compensation Arrangements of Certain Executive Officers of Flextronics International Ltd.† 10-K 000-23354 5/21/2015 10.29  
10.23 Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for time-based vesting awards† 10-Q 000-23354 11/1/2013 10.02  
10.24 Form of Performance-Based Restricted Stock Unit Award (S&P500/Extended EMS Group)† 10-Q 000-23354 8/2/2013 10.01  
10.25 Form of 2010 Deferred Compensation Plan Award Agreement (performance targets, cliff vesting)† 10-Q 000-23354 8/2/2013 10.02  
10.26 Form of 2010 Deferred Compensation Plan Award Agreement (non-performance, periodic vesting, continuing Participant)† 10-Q 000-23354 8/2/2013 10.03  
10.27 Award Agreement under the 2010 Deferred Compensation Plan† 10-Q 000-23354 7/28/2014 10.01  
10.28 Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for certain executive fiscal year 2015 performance-based awards† 10-Q 000-23354 10/30/2014 10.01  
10.29 Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for CEO FY15 performance-based award† 10-Q 000-23354 10/30/2014 10.01  
10.30 Description of Annual Bonus Incentive Plan for Fiscal 2016† 10-Q 000-23354 7/27/2015 10.01  
10.31 Description of Performance Long Term Incentive Plan for Fiscal 2016† 10-Q 000-23354 7/27/2015 10.02  
10.32 Nextracker Inc. 2014 Equity Incentive Plan† S-8 333-207325 10/7/2015 99.01  

      Incorporated by Reference    
Exhibit No. Exhibit Form File No. Filing Date Exhibit No. Filed Herewith
10.33 Form of Elementum Holding Ltd. Restricted Share Purchase Agreement† 10-Q 000-23354 10/26/2015 10.02  
21.01 Subsidiaries of Registrant.         X
23.01 Consent of Deloitte & Touche LLP.         X
24.01 Power of Attorney (included on the signature page to this Form 10-K)         X
31.01 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act         X
31.02 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act         X
32.01 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350*         X
101.INS XBRL Instance Document         X
101.SCH XBRL Taxonomy Extension Scheme Document         X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document         X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document         X
101.LAB XBRL Taxonomy Extension Label Linkbase Document         X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document         X


*This exhibit is furnished with this Annual Report on Form 10-K, is not deemed filed with the Securities and Exchange Commission, and is not incorporatedIncorporated by reference into any filing of Flextronics International Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.Reference
Exhibit No.Management contract, compensatory plan or arrangement.ExhibitFormFile No.Filing DateExhibit No.Filed Herewith
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)X



*This exhibit is furnished with this Annual Report on Form 10-K, is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of Flex Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.
Management contract, compensatory plan or arrangement.
103

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

Flextronics InternationalFlex Ltd.
Date: May 19, 2023By:/s/ MICHAEL M. MCNAMARAREVATHI ADVAITHI
Michael M. McNamaraRevathi Advaithi
Chief Executive Officer

104
Date: May 20, 2016

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SignatureTitleDate
/s/ MICHAEL M. MCNAMARAChief Executive Officer and Director (Principal Executive Officer)May 20, 2016
Michael M. McNamara
/s/ CHRISTOPHER COLLIERChief Financial Officer (Principal Financial Officer)May 20, 2016
Christopher Collier
/s/ DAVID BENNETTSenior Vice President and Chief Accounting Officer (Principal Accounting Officer)May 20, 2016
David Bennett
/s/ H. RAYMOND BINGHAMChairman of the BoardMay 20, 2016
H. Raymond Bingham
/s/ MICHAEL D. CAPELLASDirectorMay 20, 2016
Michael D. Capellas
/s/ MARC A. ONETTODirectorMay 20, 2016
Marc A. Onetto
/s/ DANIEL H. SCHULMANDirectorMay 20, 2016
Daniel H. Schulman
/s/ WILLY SHIH, PH.D.DirectorMay 20, 2016
Willy Shih, Ph.D.
/s/ LAY KOON TANDirectorMay 20, 2016
Lay Koon Tan
/s/ WILLIAM D. WATKINSDirectorMay 20, 2016
William D. Watkins
/s/ LAWRENCE A. ZIMMERMANDirectorMay 20, 2016
Lawrence A. Zimmerman


EXHIBIT INDEX
      Incorporated by Reference    
Exhibit No. Exhibit Form File No. Filing Date Exhibit No. Filed Herewith
3.01 Memorandum of Association, as amended 10-K 000-23354 5/29/2007 3.01  
3.02 Amended and Restated Articles of Association of Flextronics International Ltd. 8-K 000-23354 10/11/2006 3.01  
4.01 Indenture, dated as of February 20, 2013, by and between the Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee. 8-K 000-23354 2/22/2013 4.01  
4.02 Form of 4.625% Note due 2020 8-K 000-23354 2/22/2013 4.02  
4.03 Form of 5.000% Note due 2023 8-K 000-23354 2/22/2013 4.03  
4.04 First Supplemental Indenture, dated as of March 28, 2013, among the Company, the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013, by and between the Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the Company's 4.625% Notes due 2020 and 5.000% Notes due 2023 10-K 000-23354 5/28/2013 4.11  
4.05 Second Supplemental Indenture, dated as of August 25, 2014, among the Company, the Guarantor party thereto and U.S. Bank National Association, as Trustee, to the Indenture, dated as of February 20, 2013, by and between the Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee, related to the Company's 4.625% Notes due 2020 and 5.000% Notes due 2023 10-Q 000-23354 10/30/2014 4.01  
4.06 Third Supplemental Indenture, dated as of September 11, 2015, among the Company, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Company’s 4.625% Notes due 2020 and 5.000% Notes due 2023 S-4 333-207067 9/22/2015 4.11  
4.07 Indenture, dated as of June 8, 2015, by and between the Company, the Guarantors party thereto and U.S. Bank National Association, as Trustee 8-K 000-23354 6/8/2015 4.1  
4.08 Form of 4.750% Note due 2025 8-K 000-23354 6/8/2015 4.2  
4.09 Registration Rights Agreement, dated as of June 8, 2015, by and between the Company, the Guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the initial purchasers named therein 8-K 000-23354 6/8/2015 4.3  
4.10 First Supplemental Indenture, dated as of September 11, 2015, among the Company, the Guarantor party thereto and U.S. Bank National Association, as Trustee, related to the Company’s 4.750% Notes due 2025 S-4 333-207067 9/22/2015 4.04  
4.11 Term Loan Agreement, dated as of August 30, 2013, among Flextronics International Ltd., as Borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, Lead Arranger and Bookrunner, and the other Lenders party thereto 8-K 000-23354 9/4/2013 10.01  

      Incorporated by Reference    
Exhibit No. Exhibit Form File No. Filing Date Exhibit No. Filed Herewith
4.12 Amendment No. 1, dated May 21, 2014 to Term Loan Agreement dated as of August 30, 2013, among Flextronics International Ltd., as Borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, Lead Arranger and Bookrunner, and the other Lenders party thereto 8-K 000-23354 7/28/2014 4.01  
4.13 Credit Agreement, dated as of March 31, 2014, among Flextronics International Ltd. and certain of its subsidiaries, as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto 8-K 000-23354 4/1/2014 10.01  
4.14 Amendment No. 1, dated as of September 30, 2015, to Credit Agreement, dated as of March 31, 2014, among Flextronics International Ltd. and certain of its subsidiaries, as borrowers, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and the other Lenders party thereto 10-Q 000-23354 2/1/2016 4.01  
10.01 Form of Indemnification Agreement between the Registrant and its Directors and certain officers.† 10-K 000-23354 5/20/2009 10.10  
10.02 Form of Indemnification Agreement between Flextronics Corporation and Directors and certain officers of the Registrant.† 10-K 000-23354 5/20/2009 10.20  
10.03 Flextronics International Ltd. 2001 Equity Incentive Plan, as amended.† 10-Q 000-23354 11/3/2009 10.01  
10.04 Registrant's 2002 Interim Incentive Plan, as amended.† 8-K 000-23354 7/14/2009 10.02  
10.05 Registrant's 2004 Award Plan for New Employees, as amended.† 8-K 000-23354 7/14/2009 10.09  
10.06 Flextronics International Ltd. 2010 Equity Incentive Plan.† 8-K 000-23354 7/28/2010 10.01  
10.07 Form of Share Option Award Agreement under 2010 Equity Incentive Plan† 10-Q 000-23354 8/5/2010 10.02  
10.08 Form of Restricted Share Unit Award Agreement under 2010 Equity Incentive Plan† 10-Q 000-23354 8/5/2010 10.03  
10.09 Flextronics International USA, Inc. Third Amended and Restated 2005 Senior Management Deferred Compensation Plan† 10-Q 000-23354 2/5/2009 10.02  
10.10 Flextronics International USA, Inc. Third Amended and Restated Senior Executive Deferred Compensation Plan† 10-Q 000-23354 2/5/2009 10.01  
10.11 Summary of Directors' Compensation† 10-K 000-23354 5/21/2015 10.16  
10.12 Solectron Corporation 2002 Stock Plan, as amended.† 10-Q 000-23354 11/3/2009 10.02  
10.13 Executive Incentive Compensation Recoupment Policy† 10-Q 000-23354 8/5/2010 10.06  
10.14 Francois Barbier Offer Letter, dated as of July 1, 2010† 8-K 000-23354 9/3/2010 10.01  
10.15 Francois Barbier Relocation Expenses Addendum, dated as of March 5, 2013† 10-K 000-23354 5/28/2013 10.27  
10.16 Francois Barbier Confirmation Date Letter, dated as of August 30, 2010† 8-K 000-23354 9/3/2010 10.03  
10.17 2010 Flextronics International USA, Inc. Deferred Compensation Plan† 10-Q 000-23354 11/3/2010 10.04  

      Incorporated by Reference    
Exhibit No. Exhibit Form File No. Filing Date Exhibit No. Filed Herewith
10.18 Form of Restricted Stock Unit Award Under 2010 Equity Incentive Plan† 10-Q 000-23354 8/9/2011 10.01  
10.19 Form of Amendment to certain senior executive Restricted Share Unit Agreements under the 2010 Equity Incentive Plan† 10-Q 000-23354 2/4/2013 10.02  
10.20 Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for certain performance based awards† 10-Q 000-23354 2/4/2013 10.03  
10.21 Form of Award Agreement under 2010 Deferred Compensation Plan† 10-Q 000-23354 7/30/2012 10.01  
10.22 Compensation Arrangements of Certain Executive Officers of Flextronics International Ltd.† 10-K 000-23354 5/21/2015 10.29  
10.23 Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for time-based vesting awards† 10-Q 000-23354 11/1/2013 10.02  
10.24 Form of Performance-Based Restricted Stock Unit Award (S&P500/Extended EMS Group)† 10-Q 000-23354 8/2/2013 10.01  
10.25 Form of 2010 Deferred Compensation Plan Award Agreement (performance targets, cliff vesting)† 10-Q 000-23354 8/2/2013 10.02  
10.26 Form of 2010 Deferred Compensation Plan Award Agreement (non-performance, periodic vesting, continuing Participant)† 10-Q 000-23354 8/2/2013 10.03  
10.27 Award Agreement under the 2010 Deferred Compensation Plan† 10-Q 000-23354 7/28/2014 10.01  
10.28 Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for certain executive fiscal year 2015 performance-based awards† 10-Q 000-23354 10/30/2014 10.01  
10.29 Form of Restricted Share Unit Award Agreement under the 2010 Equity Incentive Plan for CEO FY15 performance-based award† 10-Q 000-23354 10/30/2014 10.01  
10.30 Description of Annual Bonus Incentive Plan for Fiscal 2016† 10-Q 000-23354 7/27/2015 10.01  
10.31 Description of Performance Long Term Incentive Plan for Fiscal 2016† 10-Q 000-23354 7/27/2015 10.02  
10.32 Nextracker Inc. 2014 Equity Incentive Plan† S-8 333-207325 10/7/2015 99.01  
10.33 Form of Elementum Holding Ltd. Restricted Share Purchase Agreement† 10-Q 000-23354 10/26/2015 10.02  
21.01 Subsidiaries of Registrant.         X
23.01 Consent of Deloitte & Touche LLP.         X
24.01 Power of Attorney (included on the signature page to this Form 10-K)         X
31.01 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act         X
31.02 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act         X
32.01 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350*         X
101.INS XBRL Instance Document         X
101.SCH XBRL Taxonomy Extension Scheme Document         X

SignatureTitleIncorporated by ReferenceDate
Exhibit No.ExhibitFormFile No.Filing DateExhibit No.Filed Herewith
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX


*/s/ REVATHI ADVAITHIThis exhibit is furnished with this Annual Report on Form 10-K, is not deemed filed with the SecuritiesChief Executive Officer (Principal Executive Officer) and Exchange Commission, and is not incorporated by reference into any filing of Flextronics International Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.DirectorMay 19, 2023

Revathi Advaithi
Management contract, compensatory plan or arrangement.
/s/ PAUL R. LUNDSTROMChief Financial Officer (Principal Financial Officer)May 19, 2023
Paul R. Lundstrom
/s/ DANIEL J. WENDLERSenior Vice President and Chief Accounting Officer (Principal Accounting Officer)May 19, 2023
Daniel J. Wendler
/s/ MICHAEL D. CAPELLASChairman of the BoardMay 19, 2023
Michael D. Capellas
/s/ JOHN D. HARRIS IIDirectorMay 19, 2023
John D. Harris II
/s/ MICHAEL E. HURLSTONDirectorMay 19, 2023
Michael E. Hurlston
/s/ ERIN L. MCSWEENEYDirectorMay 19, 2023
Erin L. McSweeney
/s/ MARC A. ONETTODirectorMay 19, 2023
Marc A. Onetto
/s/ CHARLES K. STEVENS, IIIDirectorMay 19, 2023
Charles K. Stevens, III
/s/ MARYROSE T. SYLVESTERDirectorMay 19, 2023
Maryrose T. Sylvester
/s/ LAY KOON TANDirectorMay 19, 2023
Lay Koon Tan
/s/ PATRICK J. WARDDirectorMay 19, 2023
Patrick J. Ward
/s/ WILLIAM D. WATKINSDirectorMay 19, 2023
William D. Watkins



117
105