Washington, D.C. 20549



2 Changi South Lane,
Singapore						486123
(Address of registrant’s principal executive offices)						(Zip Code)

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

~~Indicate the~~The number of shares ~~outstanding of each~~ of the registrant’s ~~classes of common stock,~~ordinary shares outstanding as of ~~the latest practicable date.~~

July 26, 2021 was 488,225,731.

ITEM 1. FINANCIAL STATEMENTS

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Flex Ltd. and subsidiaries as of March 31, 2017, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 16, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2017 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



/s/ DELOITTE & TOUCHE LLP
San Jose, California
~~January 26, 2018~~July 30, 2021

As of December 31, 2017 As of March 31, 2017
(In thousands, except share amounts)
(Unaudited)
ASSETS
Current assets:

Cash and cash equivalents $ 1,291,183
$ 1,830,675
Accounts receivable, net of allowance for doubtful accounts of $60,113 and $57,302 as of December 31, 2017 and March 31, 2017, respectively 3,100,808
2,192,704
Inventories 3,725,643
3,396,462
Other current assets 965,470
967,935
Total current assets 9,083,104
8,387,776
Property and equipment, net 2,443,050
2,317,026
Goodwill 1,104,770
984,867
Other intangible assets, net 438,552
362,181
Other assets 770,834
541,513
Total assets $ 13,840,310
$ 12,593,363

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:

Bank borrowings and current portion of long-term debt $ 42,954
$ 61,534
Accounts payable 5,406,512
4,484,908
Accrued payroll 385,985
344,245
Other current liabilities 1,580,618
1,613,940
Total current liabilities 7,416,069
6,504,627
Long-term debt, net of current portion 2,901,720
2,890,609
Other liabilities 542,541
519,851
Shareholders’ equity

Flex Ltd. shareholders’ equity

Ordinary shares, no par value; 577,829,371 and 581,534,129 issued, and 527,590,016 and 531,294,774 outstanding as of December 31, 2017 and March 31, 2017, respectively 6,613,812
6,733,539
Treasury stock, at cost; 50,239,355 shares as of December 31, 2017 and March 31, 2017 (388,215 ) (388,215 )
Accumulated deficit (3,124,519 ) (3,572,648 )
Accumulated other comprehensive loss (121,098 ) (128,143 )
Total Flex Ltd. shareholders’ equity 2,979,980
2,644,533
Noncontrolling interests —
33,743
Total shareholders’ equity 2,979,980
2,678,276
Total liabilities and shareholders’ equity $ 13,840,310
$ 12,593,363


	Three-Month Periods Ended				Nine-Month Periods Ended						Three-Month Periods Ended
	December 31, 2017		December 31, 2016		December 31, 2017			December 31, 2016			July 2, 2021		June 26, 2020
	(In thousands, except per share amounts) (Unaudited)										(In millions, except per share amounts) (Unaudited)
Net sales	$	6,751,552	$	6,114,999	$	19,030,244		$	18,000,337	Net sales	$	6,342	$	5,153
Cost of sales	6,305,224		5,698,544		17,783,659			16,864,196		Cost of sales	5,871		4,849

Gross profit	446,328		416,455		1,246,585			1,136,141		Gross profit	471		304
Selling, general and administrative expenses	247,365		231,551		772,325			715,040		Selling, general and administrative expenses	201		191
Intangible amortization	19,588		18,734		55,865			62,318		Intangible amortization	15		15

Interest and other, net	31,350		22,838		85,780			71,869		Interest and other, net	22		31
Other charges (income), net	6,865		3,090		(172,467		)	15,007

Income before income taxes	141,160		140,242		505,082			271,907		Income before income taxes	233		67
Provision for income taxes	22,827		10,773		56,953			39,217		Provision for income taxes	27		15
Net income	$	118,333	$	129,469	$	448,129		$	232,690	Net income	$	206	$	52


Earnings per share:										Earnings per share:
Basic	$	0.22	$	0.24	$	0.85		$	0.43	Basic	$	0.42	$	0.10
Diluted	$	0.22	$	0.24	$	0.84		$	0.42	Diluted	$	0.41	$	0.10
Weighted-average shares used in computing per share amounts:										Weighted-average shares used in computing per share amounts:
Basic	528,405		539,638		529,984			542,780		Basic	491		498
Diluted	534,352		545,022		535,972			548,372		Diluted	499		502


	Three-Month Periods Ended
	July 2, 2021		June 26, 2020
	(In millions) (Unaudited)
Net income	$	206	$	52
Other comprehensive income:
Foreign currency translation adjustments, net of 0 tax	5		14
Unrealized gain on derivative instruments and other, net of tax	3		30
Comprehensive income	$	214	$	96

Three-Month Periods Ended Nine-Month Periods Ended
December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016

(In thousands)
(Unaudited)
Net income $ 118,333
$ 129,469
$ 448,129
$ 232,690
Other comprehensive income (loss):

Foreign currency translation adjustments, net of zero tax 7,492
(36,412 ) 27,806
(22,338 )
Unrealized loss on derivative instruments and other, net of zero tax (4,717 ) (201 ) (20,761 ) (912 )
Comprehensive income $ 121,108
$ 92,856
$ 455,174
$ 209,440

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


	Ordinary Shares					Accumulated Other Comprehensive Loss						Total
Three Months Ended July 2, 2021	Shares Outstanding	Amount		Accumulated Deficit		Unrealized Gain (Loss) on Derivative Instruments and Other		Foreign Currency Translation Adjustments		Total Accumulated Other Comprehensive Loss		Shareholders' Equity
	(In millions) Unaudited
BALANCE AT MARCH 31, 2021	492	$	5,844	$	(2,289)	$	(42)	$	(77)	$	(119)	$	3,436
Repurchase of Flex Ltd. ordinary shares at cost	(9)	(162)		—		—		—		—		(162)
Exercise of stock options	1	—		—		—		—		—		0
Issuance of Flex Ltd. vested shares under restricted share unit awards	5	—		—		—		—		—		—
Net income	—	—		206		—		—		—		206
Stock-based compensation	—	20		—		—		—		—		20

Total other comprehensive income	—	—		—		3		5		8		8
BALANCE AT JULY 2, 2021	489	$	5,702	$	(2,083)	$	(39)	$	(72)	$	(111)	$	3,508


	Ordinary Shares					Accumulated Other Comprehensive Loss						Total
Three Months Ended June 26, 2020	Shares Outstanding	Amount		Accumulated Deficit		Unrealized Gain (Loss) on Derivative Instruments and Other		Foreign Currency Translation Adjustments		Total Accumulated Other Comprehensive Loss		Shareholders' Equity
	(In millions) Unaudited
BALANCE AT MARCH 31, 2020	497	$	5,948	$	(2,902)	$	(82)	$	(133)	$	(215)	$	2,831


Issuance of Flex Ltd. vested shares under restricted share unit awards	3	—		—		—		—		—		—
Net income	—	—		52		—		—		—		52
Stock-based compensation	—	13		—		—		—		—		13

Total other comprehensive income	—	—		—		30		14		44		44
BALANCE AT JUNE 26, 2020	500	$	5,961	$	(2,850)	$	(52)	$	(119)	$	(171)	$	2,940

Nine-Month Periods Ended
December 31, 2017 December 31, 2016

(In thousands)
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 448,129

$ 232,690
Depreciation, amortization and other impairment charges 400,015

466,813
Gain from deconsolidation of a subsidiary entity (151,574 ) —
Changes in working capital and other (265,552 )
313,685
Net cash provided by operating activities 431,018

1,013,188
CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment (432,897 )
(413,596 )
Proceeds from the disposition of property and equipment 43,653

28,056
Acquisition of businesses, net of cash acquired (269,724 )
(180,259 )
Other investing activities, net (123,883 )
(13,631 )
Net cash used in investing activities (782,851 )
(579,430 )
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from bank borrowings and long-term debt 866,000

205,518
Repayments of bank borrowings and long-term debt (907,930 )
(115,089 )
Payments for repurchases of ordinary shares (180,050 )
(259,658 )
Net proceeds from issuance of ordinary shares 2,063

11,978
Other financing activities, net 46,482

(47,302 )
Net cash used in financing activities (173,435 )
(204,553 )
Effect of exchange rates on cash and cash equivalents (14,224 )
20,321
Net increase (decrease) in cash and cash equivalents (539,492 )
249,526
Cash and cash equivalents, beginning of period 1,830,675

1,607,570
Cash and cash equivalents, end of period $ 1,291,183

$ 1,857,096

Non-cash investing activities:

Unpaid purchases of property and equipment $ 87,772

$ 70,092
Customer-related third party banking institution financing net settlement
$ —
$ 90,576
Non-cash investment in Elementum (Note 5) $ 132,679

$ —
Non-cash proceeds from sale of Wink (Note 2) $ 59,000
$ —

1. ORGANIZATION OF THE COMPANY AND BASIS OF PRESENTATION

Organization of the Company

Flex Ltd. ("Flex" or the "Company") was incorporated in the Republic of Singapore in May 1990. The Company's operations have expanded over the years through a combination of organic growth and acquisitions. The Company is the manufacturing partner of choice that helps a ~~globally-recognized, provider~~diverse customer base design and build products that improve the world. Through the collective strength of ~~Sketch-to-Scale~~^tm ~~services - innovative design, engineering, manufacturing,~~a global workforce across approximately 30 countries and responsible, sustainable operations, the Company delivers technology innovation, supply chain, ~~services~~ and manufacturing solutions ~~- from conceptual sketch~~ to ~~full-scale production. The Company designs, builds, ships and services complete packaged consumer and industrial products, from athletic shoes to electronics, for companies of all sizes in various~~diverse industries and ~~end-markets, through~~end markets. In order to drive efficiency and productivity the Company is organized around 2 focused and complementary delivery models, which also represent its ~~activities in the following~~operating and reportable segments:

◦Communications, Enterprise and ~~metering, semiconductor~~Cloud ("CEC"), including data infrastructure, edge infrastructure and ~~capital equipment, office solutions, industrial, home~~communications infrastructure;

◦Lifestyle, including appliances, consumer packaging, floorcare, micro mobility and ~~lifestyle, industrial automation~~audio; and ~~kiosks,~~

◦Consumer Devices, including mobile and ~~lighting; and~~high velocity consumer devices.

~~High~~•Flex Reliability Solutions ("~~HRS"~~FRS"), which is comprised of the following end markets:

◦Automotive, including autonomous, connectivity, electrification, and smart technologies;

◦Health Solutions, including medical devices, medical equipment and drug delivery; and

◦Industrial, including capital equipment, industrial devices, renewable including our Nextracker business, ~~including consumer health, digital health, disposables, precision plastics, drug delivery, diagnostics, life sciences~~grid edge, and ~~imaging equipment; automotive business, including vehicle electrification, connectivity, autonomous vehicles, and clean technologies.~~

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).

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, ~~2017~~2021 contained in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the ~~three and nine-month periods~~three-month period ended ~~December 31, 2017~~July 2, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, ~~2018.~~

2022. Beginning in the second quarter of fiscal year 2021, the Company began reporting all dollar amounts in millions. In certain circumstances, this change in rounding resulted in line items being removed within prior year disclosures. Certain prior period amounts in the condensed consolidated financial statements, as well as in the Notes thereto, have been reclassified to conform to the current presentation.

The first quarters for fiscal ~~year 2018~~years 2022 and ~~fiscal year 2017~~2021 ended on ~~June 30, 2017,~~July 2, 2021, which is comprised of 9193 days in the period, and ~~July 1, 2016,~~June 26, 2020, which is comprised of 9287 days in the period, respectively. The second quarters for fiscal year 2018 and fiscal year 2017 ended on September 29, 2017 and September 30, 2016, which are comprised of 91 days in both periods. The Company's third quarters end on December 31 of each year, which are comprised of 93 days and 92 days for fiscal years 2018 and 2017, respectively.

The accompanying unaudited condensed consolidated financial statements include the accounts of Flex and its majority-owned subsidiaries, after elimination of intercompany accounts and transactions. The Company consolidates its majority-owned subsidiaries and investments in entities in which the Company has a controlling interest. 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. ~~Noncontrolling interests are immaterial~~The associated noncontrolling owners' interest in the income or losses of these companies is not material to the Company's results of operations for all ~~of the~~ periods presented, and ~~are included in~~is classified as a component of interest and other, net, in the condensed consolidated statements of operations.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things: allowances for doubtful accounts; inventory write-downs; valuation allowances for deferred tax assets; uncertain tax positions; valuation and useful lives of long-lived assets including property, equipment, and intangible assets; valuation of goodwill; valuation of investments in privately-held companies; asset impairments; fair values of financial instruments, notes receivable and derivative instruments; restructuring charges; contingencies; warranty provisions; incremental borrowing rates in determining the present value of lease payments; accruals for potential price adjustments arising from customer contracts; fair values of assets obtained and liabilities assumed in business combinations; and the fair values of stock options and restricted share unit awards granted under the Company's stock-based compensation plans. Due to the COVID-19 pandemic, 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 ~~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~~possible impacts due to COVID-19. These estimates may change, as new events occur, and additional information is ~~used when the Company has the ability~~obtained. Actual results may differ from previously estimated amounts, and such differences may be material to significantly influence the operating decisions of the issuer, or if the Company has a voting 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 periods presented, and are included in interest and other, net in the condensed consolidated ~~statements~~financial statements. Estimates and assumptions are reviewed periodically, and the effects of ~~operations.~~

revisions are reflected in the period they occur.

Recently Adopted Accounting Pronouncement

~~Recently Issued Accounting Pronouncements~~

In January 2020, the FASB issued ASU 2020-01 "Investments - Equity Securities (Topic 321), Investments - Equity Method and ~~it intends~~Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 — a consensus of the FASB Emerging Issues Task Force," which makes improvements related to ~~adopt~~the following two topics: (1) accounting for certain equity securities when the equity method of accounting is applied or discontinued, and (2) scope considerations related to forward contracts and purchased options on certain securities. The Company adopted the guidance ~~when it becomes effective in~~during the first quarter of fiscal year ~~2020.~~

In ~~August 2016,~~December 2019, the FASB issued ASU 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting ~~Standard Update (ASU) No. 2016-15, "Statement~~for Income Taxes," which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of ~~Cash Flows (Topic 2030): Classification of Certain Cash Receipts and Cash Payments."~~a consolidated group. The standard is intended to address specific cash flow issues with the objective of reducing the existing diversity in practice and provide guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. The majority ofCompany adopted the guidance in ASU 2016-15 is consistent with our current cash flow classification. However, cash receipts on the deferred purchase price as described in Note 10 will be classified as cash flow from investing activities instead of the Company's current presentation as cash flows from operations. The Company intends to adopt the guidance when it becomes effective induring the first quarter of fiscal year 2019 and retrospectively report cash flows from operating and investing activities for all periods presented. While the Company is still quantifying the impact of adoption of this standard, it does expect the standard to result in a material increase in cash flows from investing activities and corresponding reduction in cash flows from operating activities for all periods presented.

In May 2014, the FASB issued new guidance which requires an entity to recognize revenue relating to contracts with customers that depicts 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 include qualitative and quantitative information about contracts with customers, significant judgments and

~~changes in judgments, and assets recognized from costs to obtain or fulfill a contract. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019.~~

The Company is in the process of implementation activities in accordance with the planned effective date. These activities are focused on the review of significant customer contracts, identification and development of additional systems capabilities to enable the Company to make reasonable estimates of revenue as products are manufactured, and the design and implementation of relevant internal controls. The Company has determined that the new standard will change the timing of revenue recognition for a significant portion of its business. Under the new standard, revenue for a significant majority of the manufacturing services customer contracts will be recognized earlier than under the current accounting rules (where Flex recognizes revenue based on shipping and delivery). This change will also have material impacts to the Company’s balance sheet, primarily related to a reduction in finished goods and work-in-process inventories and an increase in unbilled receivables.

The new guidance allows for two transition methods in application - (i) retrospective to each prior reporting period presented, or (ii) prospective with the cumulative effect of adoption recognized on April 1, 2018, the first day of the Company's fiscal year 2019 (also known as the modified retrospective approach). The Company will adopt the standard using the modified retrospective approach, which will result in an adjustment to accumulated deficit for the cumulative effect of applying this guidance to contracts in process as of the adoption date. Under this approach, prior financial statements presented will not be restated. This guidance requires additional disclosures of the amount by which each financial statement line item affected in the current reporting period during fiscal year 2019 as compared to the guidance that was in effect before the change, and an explanation of the reasons for the significant changes.

2. BALANCE SHEET ITEMS

The components of inventories, net of applicable lower of cost and net realizable value write-downs, were as follows:


	As of July 2, 2021		As of March 31, 2021
	(In millions)
Raw materials	$	3,344	$	2,831
Work-in-progress	454		459
Finished goods	646		605
	$	4,444	$	3,895

Goodwill and Other Intangible Assets

~~The following table summarizes~~During the three-month period ended July 2, 2021, there was no activity in the ~~Company’s~~Company's goodwill account for each of its ~~four segments during the nine-month period ended December 31, 2017:~~

reporting units, other than foreign currency translation adjustments of $3.0 million and $1.0 million, which impacted its Automotive and Health Solutions reporting units, respectively.

The components of acquired intangible assets are as follows:

The gross carrying amounts of intangible assets are removed when fully amortized. During the nine-month period ended December 31, 2017, the total value of intangible assets increased primarily as a result of the Company's estimated value of $82.0 million for customer related intangibles acquired with the AGM acquisition in the HRS segment, which will amortize over a weighted-average estimated useful life of 10 years, and $34.5 million for customer-related and licenses and other intangibles acquired with the power modules acquisition in the CEC segment, which will amortize over a weighted-average estimated useful life of 9 years. The increase was partially offset by $7.5 million for the divestiture of Wink in the CTG segment. The assigned value is subject to change as the Company completes the valuation. The estimated future annual amortization expense for intangible assets is as follows:

(1)Represents estimated amortization for the remaining fiscal nine-month period ending ~~March 31, 2018.~~

~~Other Current Assets~~

~~Other current assets include approximately $420.6 million and $506.5 million as of December 31, 2017 and~~ March 31, ~~2017, 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.~~

During the first quarter of fiscal year 2018, the Company sold Wink to an unrelated third-party venture backed company in exchange for contingent consideration fair valued at $59.0 million. This estimated consideration was based on the value of the acquirer as of the most recent third-party funding of which the Company participated. The Company recognized a non-cash

gain on sale of $38.7 million, which is recorded in other charges (income), net on the condensed consolidated statement of operations in the nine-month period ended December 31, 2017. The contingent consideration is expected to be settled in the fourth quarter of fiscal year 2018, based on a remeasured fair value on the settlement date. As of December 31, 2017, the total investment, including working capital advances, of $76.5 million is accounted for as a cost method investment, and is included in other assets on the condensed consolidated balance sheet.

During the second quarter of fiscal year 2018, the Company deconsolidated one of its majority owned subsidiaries, following the amendments of certain agreements that resulted in joint control of the board of directors between the Company and other non-controlling interest holders. As of December 31, 2017, this subsidiary is accounted for as a cost method investment of approximately $129.7 million and is included in other assets on the condensed consolidated balance sheet. See note 5 for additional information on the deconsolidation.

Other Current Liabilities

Other current liabilities include customer working capital advances of ~~$171.3~~$564.9 million and ~~$231.3~~$471.5 million, customer-related accruals of ~~$441.0~~$245.4 million and ~~$501.9~~$242.0 million, and ~~deferred revenue~~current operating lease liabilities of ~~$344.0~~$129.6 million and ~~$280.7~~$127.6 million as of ~~December 31, 2017~~July 2, 2021 and March 31, ~~2017,~~2021, respectively. The customer working capital advances are not interest-bearing, do not have fixed repayment dates and are generally reduced as the underlying working capital is consumed in production.

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 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 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 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 upon shipment 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.

A contract asset is recognized when the Company has recognized revenue, but not issued an invoice for payment. Contract assets are classified separately on the condensed consolidated balance sheets and transferred to receivables when rights to payment become unconditional.

A contract liability is recognized when the Company receives payments in advance of the satisfaction of performance and is included in other current liabilities on the condensed consolidated balance sheets. Contract liabilities, identified as deferred revenue, were $489.9 million and $435.4 million as of July 2, 2021 and March 31, 2021, respectively, of which $425.2 million and $376.5 million, respectively, is included in other current liabilities.

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 three-month periods ended July 2, 2021 and June 26, 2020, respectively.


	Three-Month Periods Ended
	July 2, 2021		June 26, 2020
Timing of Transfer	(In millions)
FAS
Point in time	$	3,248	$	2,446
Over time	184		466
Total	3,432		2,912
FRS
Point in time	2,403		1,323
Over time	507		918
Total	2,910		2,241
Flex
Point in time	5,651		3,769
Over time	691		1,384
Total	$	6,342	$	5,153

4. SHARE-BASED COMPENSATION

~~Historically, the~~The Company's primary plan used for granting equity compensation awards ~~was~~is the ~~2010 Equity Incentive Plan (the "2010 Plan"). Effective August 15, 2017, awards are granted under the Company's~~ 2017 Equity Incentive Plan (the "2017 Plan"), which was approved by the Company's shareholders at the 2017 Annual General Meeting of Shareholders. For further discussion on this 2017 Plan, refer to the Company's Proxy Statement, which was filed with the Securities and Exchange Commission on July 5, 2017.

The following table summarizes the Company’s share-based compensation expense:

Total unrecognized compensation expense related to share options under all plans was $8.9 million, and will be recognized over a weighted-average remaining vesting period of 2.2 years. As of December 31, 2017, the number of options outstanding and exercisable ~~under all plans was 1.4 million and 0.5 million, respectively, at a weighted-average exercise price~~were immaterial as of ~~$3.39 per share and $4.71 per share, respectively.~~

July 2, 2021. All options have been fully expensed as of July2, 2021.

During the ~~nine-month~~three-month period ended ~~December 31, 2017,~~July 2, 2021, the Company granted ~~6.0~~5.2 million unvested restricted share ~~bonus~~unit ("RSU") awards. Of this amount, approximately ~~4.3~~4.4 million are plain-vanilla unvested ~~share bonus~~RSU awards ~~have~~that vest over a period of three years, with no performance or market conditions, and with an average grant date price of ~~$16.45~~$18.26 per ~~share~~award. In addition, approximately 0.4 million unvested shares represent the target amount of grants made to certain key employees whereby vesting is contingent on certain performance conditions, and with an average grant date price of $18.24 per award. The number of shares contingent on performance conditions that ultimately will vest will range from 0 up to a maximum of 0.8 million based on a measurement of the Company's earnings per shares growth over ~~four years.~~a certain specified period, and will cliff vest after a period of three years, to the extent such performance conditions have been met. Further, approximately ~~0.6~~0.4 million ~~of these~~ unvested shares ~~represents~~represent the target amount of grants made to certain key employees whereby vesting is contingent on certain market conditions. The average grant date fair value of these awards contingent on certain market conditions was estimated to be ~~$20.25~~$25.86 per award and was calculated using a Monte Carlo simulation. The number of shares contingent on market conditions that ultimately will vest will range from ~~zero~~0 up to a maximum of ~~1.2~~0.8 million based on a measurement of the percentile rank of the Company’s total shareholder return over a certain specified period against the ~~Standard and Poor’s (“S&P”) 500 Composite Index~~Company's peer companies, and will cliff vest after a period of three years, ifto the extent such market conditions have been met. ~~Also, an immaterial amount of options and share bonus awards were granted by the Company during the nine-month period ended December 31, 2017 under an immaterial plan.~~

As of ~~December 31, 2017,~~July 2, 2021, approximately ~~15.5~~16.4 million unvested ~~share bonus~~RSU awards under all plans were outstanding, of which vesting for a targeted amount of ~~2.0~~3.1 million shares is contingent ~~primarily~~ on meeting certain market conditions and of which vesting for a targeted amount of 0.4 million shares is contingent on meeting certain performance conditions. The number of shares tied to market condition that will ultimately be issued can range from ~~zero~~0 to ~~4.0~~6.2 million based on the achievement ~~levels~~levels. The number of shares tied to performance conditions that will ultimately be issued can range from 0 to 0.8 million based on the ~~respective conditions.~~achievement

levels. During the ~~nine-month~~three-month period ended ~~December 31, 2017, 1.4 million~~July 2, 2021, 0 shares vested in connection with the ~~share bonus~~ awards with market conditions granted in fiscal year ~~2015.~~

As of ~~December 31, 2017,~~July 2, 2021, total unrecognized compensation expense related to unvested ~~share bonus~~RSU awards under all plans was approximately ~~$162.8~~$199.4 million, and will be recognized over a weighted-average remaining vesting period of ~~2.6~~2.2 years.

4.5. EARNINGS PER SHARE

The following table reflects basic weighted-average ordinary shares outstanding and diluted weighted-average ordinary share equivalents used to calculate basic and diluted earnings per share attributable to the shareholders of ~~Flex Ltd.:~~Flex:

(1)~~An immaterial amount of options~~1.1 million and ~~share bonus~~3.2 million RSU awards ~~was~~for the three-month periods ended July 2, 2021 and June 26, 2020, respectively, were excluded from the computation of diluted earnings per share ~~during the three-month period ended December 31, 2017,~~ due to their anti-dilutive impact on the weighted-average ordinary share equivalents. ~~Options to purchase ordinary shares of 0.5 million~~

6. INTEREST AND OTHER, NET

Interest and ~~an immaterial amount of anti-dilutive share bonus awards was excluded~~other, net for the three-month ~~period~~periods ended ~~December 31, 2016.~~

~~(2)~~ ~~An immaterial amount of options~~July 2, 2021 and share bonus awards was excluded from the computation of diluted earnings per share during the nine-month period ended December 31, 2017, due to their anti-dilutive impact on the weighted-average ordinary share equivalents. Options to purchase ordinary shares of 0.7 million and an immaterial amount of anti-dilutive share bonus awards was excluded for the nine-month period ended December 31, 2016.

~~5. DECONSOLIDATION OF SUBSIDIARY ENTITY~~

The Company has a majority owned subsidiary, Elementum SCM (Cayman) Ltd ("Elementum"), which qualifies as a variable interest entity for accounting purposes. The Company owns a majority of Elementum’s outstanding equity (consistingJune 26, 2020 are primarily of preferred stock) and as of March 31, 2017, controlled its board of directors, which gave the Company the power to direct the activities of Elementum that most significantly impact its economic performance. Accordingly, the Company recognized the carrying valuecomposed of the noncontrolling interest as a component of total shareholders' equity, and the consolidated financial statements include the financial position and results of operations of Elementum as of and for the period ended March 31, 2017.following:


	Three-Month Periods Ended
	July 2, 2021		June 26, 2020
	(In millions)
Interest expenses on debt obligations	$	39	$	33

Interest income	(4)		(3)

During the second quarter of fiscal year 2018, the Company and other minority shareholders of Elementum amended certain agreements resulting in joint control of the board of directors between the Company and other non-controlling interest holders. As a result, the Company concluded it is no longer the primary beneficiary of Elementum and accordingly, deconsolidated the entity. The Company no longer recognizes the carrying value of the noncontrolling interest as a component of total shareholder’s equity resulting in a reduction of $90.6 million of noncontrolling interest from its condensed consolidated balance sheet upon deconsolidation, which was treated as a non-cash financing activity in the condensed consolidated statement of cash flows for the nine-month period ended December 31, 2017. Further, the Company derecognized approximately $72.6

million of cash of Elementum as of the date of deconsolidation which is reflected as an outflow from investing activities within other investing activities, net in the condensed consolidated statement of cash flows for the nine-month period ended December 31, 2017. There were no other material impacts to the condensed consolidated balance sheet or condensed consolidated cash flows resulting from deconsolidation of the entity. The noncontrolling interest in the operating losses of Elementum prior to deconsolidation is immaterial for all periods presented and is classified as a component of interest and other, net, in the Company's condensed consolidated statements of operations.

The carrying amount of the Company’s variable interest in Elementum was approximately $129.7 million as of December 31, 2017, is accounted for as a cost method investment, and is included in other assets on the condensed consolidated balance sheet. The value of the Company’s variable interest on the date of deconsolidation was based on management’s estimate of the fair value of Elementum at that time. The Company concluded that the market approach was the most appropriate method to determine the fair value of the entity on the date of deconsolidation, given that Elementum raised equity funding from third-party investors around the same period. The Company recognized a gain on deconsolidation of approximately $151.6 million with no related tax impact, which is included in other charges (income), net on the condensed consolidated statement of operations. As the Company is not obligated to fund future losses of Elementum, the carrying amount is the Company’s maximum risk of loss. Pro-forma financials have not been presented because the effects were not material to the Company’s condensed consolidated financial position and results of operation for all periods presented. Elementum remains a related party to the Company after deconsolidation and transactions between the Company and Elementum during the three-month period ended December 31, 2017 are immaterial.

~~6. BANK BORROWINGS AND LONG TERM DEBT~~

7. ~~INTEREST AND OTHER, NET~~

During the three-month and nine-month periods ended December 31, 2017, the Company recognized interest expense of $32.1 million and $90.7 million, respectively, on its debt obligations outstanding during the periods. During the three-month and nine-month periods ended December 31, 2016, the Company recognized interest expense of $26.6 million and $79.9 million, respectively.

8. FINANCIAL INSTRUMENTS

Foreign Currency Contracts

The Company enters into ~~forward contracts~~short-term and long-term foreign currency derivatives contracts, including forward, swap, and options contracts ~~primarily~~ to ~~manage the foreign~~hedge only those currency ~~risk~~exposures associated with ~~monetary~~certain assets and liabilities, primarily accounts receivable and ~~anticipated foreign currency~~accounts payable, and cash flows denominated ~~transactions.~~in non-functional currencies. Gains and losses on the Company's derivative contracts are designed to offset losses and gains on the assets, liabilities and transactions hedged, and accordingly, generally do not subject the Company to risk of significant accounting losses. The Company hedges committed exposures and does not engage in speculative transactions. The credit risk of these derivative contracts is minimized since the contracts are with large financial institutions and accordingly, fair value adjustments related to the credit risk of the counterparty financial institution were not material.

As of ~~December 31, 2017,~~July 2, 2021, the aggregate notional amount of the Company’s outstanding foreign currency derivative contracts was ~~$8.2~~$9.1 billion as summarized below:

As of ~~December 31, 2017,~~July 2, 2021, the fair value of the Company’s short-term foreign currency contracts was included in other current assets or other current liabilities, as applicable, in the condensed consolidated balance sheets. Certain of these contracts are designed to economically hedge the Company’s exposure to monetary assets and liabilities denominated in a non-functional currency and are not accounted for as hedges under the accounting standards. Accordingly, changes in the fair value of these instruments are recognized in earnings during the period of change as a component of interest and other, net in the condensed consolidated statements of operations. As of ~~December 31, 2017~~July 2, 2021 and March 31, ~~2017,~~2021, the Company also has included net deferred gains and losses in accumulated other comprehensive loss, a component of shareholders’ equity in the condensed

consolidated balance sheets, relating to changes in fair value of its foreign currency contracts that are accounted for as cash flow hedges. ~~These deferred losses~~Deferred gains were ~~$7.2 million~~immaterial as of ~~December 31, 2017,~~July 2, 2021, and are expected to be recognized primarily as a component of cost of sales in the condensed consolidated statements of operations primarily over the next twelve-month ~~period.~~ period, except for the USD JPY cross currency swap, which is further discussed below.

The ~~gains and losses recognized in earnings due~~Company entered into a USD JPY cross currency swap to hedge ~~ineffectiveness were not material for all fiscal periods presented~~the foreign currency risk on the JPY term loan due April 2024, and the fair value of the cross currency swap was included in other assets as of July 2, 2021. The changes in fair value of the USD JPY cross currency swap are ~~included as~~reported in accumulated other comprehensive loss, with the impact of the excluded component reported in interest and other, net. In addition, a ~~component~~corresponding amount is reclassified out of accumulated other comprehensive loss to interest and other, net into offset the ~~condensed consolidated statements~~remeasurement of ~~operations.~~the underlying JPY loan principal which also impacts the same line.

The following table presents the fair value of the Company’s derivative instruments utilized for foreign currency risk management purposes:

The Company has financial instruments subject to master netting arrangements, which ~~provides~~provide for the net settlement of all contracts with a single counterparty. 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 condensed consolidated balance sheets. The impact of netting derivative assets and liabilities is not material to the Company’s financial position for any of the periods presented.

9.8. ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by component, net of tax, are as follows:

Substantially all unrealized losses and gains relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the three-month ~~and nine-month periods~~period ended ~~December 31, 2017 were~~July 2, 2021were recognized as a component of cost of sales in the condensed consolidated statement of operations, which primarily relate to the Company’s foreign currency contracts accounted for as cash flow hedges.

~~10.~~9. TRADE RECEIVABLES SECURITIZATION

The Company sells trade receivables under ~~two~~2 asset-backed securitization programs and ~~under~~ an accounts receivable factoring program.

Asset-Backed Securitization Programs

The Company ~~continuously~~ sells designated 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,~~and together with the Global Program, the “ABS Programs”) to affiliated special purpose entities, each of which in turn sells ~~100%~~a fraction of the receivables to unaffiliated financial ~~institutions. These~~institutions, based on the Company's requirements. Under these programs, ~~allow~~ the ~~operating subsidiaries to receive a cash payment and a deferred~~entire purchase price of sold 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 immaterial as of July 2, 2021 and March 31, 2020, respectively. The accounts receivable ~~for~~balances sold ~~receivables.~~ under the ABS Programs were removed from the condensed consolidated balance sheets and the cash proceeds received by the Company were included as cash provided by operating activities in the condensed consolidated statements of cash flows.

Following the transfer of the receivables to the special purpose entities, the transferred receivables are legally isolated from the Company and its affiliates, and upon the sale of the receivables from the special purpose entities to the unaffiliated financial institutions, effective control of the transferred receivables is passed to the unaffiliated financial institutions, which ~~has~~have the right to pledge or sell the receivables. 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 the financial institutions are ~~$950.0~~uncommitted and amount to $500 million for the Global Program ~~of which $775.0 million is committed~~ and ~~$175.0 million is uncommitted, and $250.0~~$250 million for the North American Program, of which $210.0 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 of the special purpose entities and receives a servicing fee of 0.1% to 0.5% of serviced receivables per annum. Servicing fees recognized during the three-month ~~and nine-month~~ periods ended ~~December 31, 2017~~July 2, 2021 and ~~December 31, 2016~~June 26, 2020 were not material and are included in interest and other, net within the condensed 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, no0 servicing assets ~~and~~or liabilities are recognized.

As of ~~December~~July 2, 2021 and March 31, ~~2017, approximately $1.5 billion of~~2021, no accounts receivable had been sold ~~to the special purpose entities~~ under the ABS Programs for which the Company had received net cash proceeds of approximately $1.1 billion and deferred purchase price receivables of approximately $420.6 million. As of March 31, 2017, approximately $1.5 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $1.0 billion and deferred purchase price receivables of approximately $506.5 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 December 31, 2017 and March 31, 2017, 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 condensed consolidated statements of operations and were immaterial for all periods presented.

The Company's deferred purchase price receivables relating to its asset-backed securitization program are recorded initially at fair value 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, the fair value approximates carrying value. Significant increases in either of the major unobservable inputs (credit spread, risk free interest rate) in isolation would result in lower fair value estimates, however the impact is not material. The interrelationship between these inputs is also insignificant.

As of December 31, 2017 and March 31, 2017, the accounts receivable balances that were sold under the ABS Programs were removed from the condensed consolidated balance sheets and the net cash proceeds received by the Company were included as cash provided by operating activities in the condensed consolidated statements of cash flows.

For the ~~nine-month periods~~three-month period ended ~~December 31, 2017 and December 31, 2016,~~June 26, 2020, cash flows from sales of receivables ~~under~~from the ~~ABS Programs~~special purpose entities to unaffiliated financial institutions, consisted of approximately ~~$4.6~~$0.5 billion ~~and $4.2 billion,~~ for transfer of receivables. The Company's cash flows from transfers of receivables ~~respectively (of which approximately $290.4 million and $315.1 million, respectively, represented new transfers and the remainder~~in fiscal year 2021 consisted primarily of proceeds from collections reinvested in revolving-period ~~transfers).~~

transfers. Cash flows from new transfers were not significant for all periods presented.

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 on accounts where the Company has continuing involvement was approximately ~~$233.3 million and $225.2 million~~$0.2 billion as of ~~December 31, 2017~~July 2, 2021 and March 31, ~~2017, respectively.~~2021. For the ~~nine-month~~three-month periods ended ~~December 31, 2017~~July 2, 2021 and ~~December 31, 2016,~~June 26, 2020, total accounts receivable sold to certain ~~third party~~third-party banking institutions was approximately ~~$1.0~~$0.2 billion and $0.3 billion, respectively. The receivables that were sold were removed from the condensed consolidated balance sheets and the cash received ~~is reflected~~was included as cash provided by operating activities in the condensed consolidated statements of cash flows.

~~11.~~10. 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 July 2, 2021 and March 31, 2021.

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 for the most part included in other noncurrent assets on the condensed consolidated balance sheets and primarily 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-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

The Company values foreign exchange forward contracts using level 2 observable inputs which primarily consist of an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount.

The Company’s cash equivalents are comprised of 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’s~~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 ~~also~~are included in other noncurrent 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 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.

~~The following table summarizes the activities related to~~ There were no contingent consideration ~~payable for historic acquisitions:~~

~~In connection with the acquisition~~liabilities outstanding as of NEXTracker, Inc. in fiscal year 2016, the Company had an obligation to pay additional cash consideration to the former shareholders contingent upon NEXTracker, Inc.'s achievement of revenue targets during the two years after acquisition (ending on September 30, 2017). During the nine-month period ended DecemberJuly 2, 2021 and March 31, 2017, the Company paid $17.1 million of the total contingent consideration following the second year's targets achievement in accordance with the terms of the merger agreement. The payment of the contingent consideration is included in other financing activities, net, in the condensed consolidated statements of cash flows.

There were no transfers between levels in the fair value hierarchy during the ~~nine-month~~three-month periods ended ~~December 31, 2017~~July 2, 2021 and ~~December 31, 2016.~~June 26, 2020.

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:~~basis as of July 2, 2021 and March 31, 2021:


	Fair Value Measurements as of July 2, 2021
	Level 1		Level 2		Level 3		Total
	(In millions)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	0	$	1,759	$	0	$	1,759

Foreign currency contracts (Note 7)	0		52		0		52

Deferred compensation plan assets:							0
Mutual funds, money market accounts and equity securities	0		48		0		48
Liabilities:
Foreign currency contracts (Note 7)	$	0	$	(42)	$	0	$	(42)



	Fair Value Measurements as of March 31, 2021
	Level 1		Level 2		Level 3		Total
	(In millions)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	0	$	1,507	$	0	$	1,507

Foreign currency contracts (Note 7)	0		59		0		59
Deferred compensation plan assets:							0
Mutual funds, money market accounts and equity securities	0		48		0		48
Liabilities:							0
Foreign currency contracts (Note 7)	$	0	$	(48)	$	0	$	(48)

Other financial instruments

The following table presents the Company’s major debts not carried at fair value:

(1) On June 30, 2017, the Company entered into a new agreement that effectively extended the maturity date of the loan from March 31, 2019 to June 30, 2022. Refer to note 6 for further details of the arrangement.


	As of July 2, 2021				As of March 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy
	(In millions)
5.000% Notes due February 2023	$	500	$	534	$	500	$	537	Level 1
Term Loan due April 2024 - three-month Yen LIBOR plus 0.500%	302		302		305		305		Level 2
4.750% Notes due June 2025	598		669		598		670		Level 1
3.750% Notes due February 2026	693		758		694		756		Level 1
4.875% Notes due June 2029	660		764		661		756		Level 1
4.875% Notes due May 2030	693		806		694		800		Level 1
Euro Term Loans	170		170		168		168		Level 2
India Facilities	133		133		133		133		Level 2

The ~~Company values its Euro Term Loans due September 2020 and January 2022 based on the current market rate, and as of December 31, 2017, the carrying amounts approximate fair values.~~

~~The Term Loans due November 2021 and June 2022, and the~~ Notes due February ~~2020,~~2023, June 2025, February ~~2023~~2026, June 2029 and ~~June 2025~~May 2030 are valued based on broker trading prices in active markets.

~~12. BUSINESS AND ASSET ACQUISITIONS & DIVESTITURES~~

~~Business and asset acquisitions~~

During the nine-month period ended December 31, 2017, the Company completed two acquisitions that were not individually, nor in the aggregate, significant to the consolidated financial position, results of operation and cash flows of the Company.

~~In April 2017, the Company completed its acquisition of AGM, which expanded its capabilities in the automotive market, and is included within the HRS segment.~~ The Company ~~paid $213.7 million, net of cash acquired.~~

~~Additionally, in September 2017,~~values its Term Loan due April 2024, India Facilities, and Euro Term Loans based on the ~~Company acquired a certain power modules business from Ericsson,~~current market rate, and ~~expanded its capabilities within the CEC segment. The Company paid $56.0 million, net of cash acquired.~~

~~A summary of the allocation of the total purchase consideration is presented as follows (in thousands):~~

~~The Company is in the process of finalizing its valuation of the fair value of the assets and liabilities acquired. Additional information, which existed~~ as of July 2, 2021, 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 date of acquisition. Changes to~~carrying amounts ~~recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement periods.~~approximate fair values.

The results of operations of the acquisitions were included in the Company’s condensed consolidated financial results beginning on the date of acquisition, and the total amount of net income and revenue, collectively, were immaterial to the Company's condensed consolidated financial results for the three-month and nine-month periods ended December 31, 2017. Pro-forma results of operations have not been presented because the effects were not material to the Company’s condensed consolidated financial results for all periods presented.

~~13.~~11. COMMITMENTS AND CONTINGENCIES

Litigation and other legal matters

In connection with the matters described below, the Company has accrued for loss contingencies where it believes that losses are probable and estimable. The ~~Company does not believe that the~~ amounts accrued for any individual matter are not material. 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, ~~except as discussed below,~~ due to various reasons, including, among others, that: (i) the proceedings are in early stages or no claims ~~has~~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 adverse 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 its favor. Additionally, 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 IP 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.

On May 8, 2018, a putative class action was filed in the Northern District of California against the Company and certain officers alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, promulgated thereunder, alleging misstatements and/or omissions in certain of the Company’s financial results, press releases and SEC filings made during the putative class period of January 26, 2017 through April 26, 2018. On October 1, 2018, the Court appointed lead plaintiff and lead plaintiff’s counsel in the case. On November 28, 2018, lead plaintiff filed an amended complaint alleging misstatements and/or omissions in certain of the Company’s SEC filings, press releases, earnings calls, and analyst and investor conferences and expanding the putative class period through October 25, 2018. On April 3, 2019, the Court vacated its prior order appointing lead plaintiff and lead plaintiff’s counsel and reopened the lead plaintiff appointment process. On September 26, 2019, the Court appointed a new lead plaintiff and lead plaintiff’s counsel in the case. On November 8, 2019, lead plaintiff filed a further amended complaint. On December 4, 2019, defendants filed a motion to dismiss the amended complaint. On May 29, 2020, the Court granted defendants’ motion to dismiss without prejudice and gave lead plaintiff 30 days to amend. On June 29, 2020, lead plaintiff filed a further amended complaint. On July 27, 2020, defendants filed a motion to dismiss the amended complaint. On December 10, 2020, the Court granted defendants’ motion to dismiss with prejudice and entered judgment in favor of defendants. On January 7, 2021, lead plaintiff filed a notice of appeal to the Ninth Circuit Court of Appeals. On May 19, 2021, lead plaintiff filed its opening appeal brief, and on July 19, 2021, defendants filed their answering brief. Lead plaintiff’s reply brief is due September 8, 2021. The Company believes that the claims are without merit and intends to vigorously defend this case.

On April 21, 2016, SunEdison, Inc. (together with certain of its subsidiaries, "SunEdison") filed for protection under Chapter 11 of the U.S. Bankruptcy Code. During the fiscal year ended March 31, 2016, the Company recognized a bad debt reserve charge of $61.0 million associated with its outstanding SunEdison receivables and accepted return of previously shipped inventory of approximately $90.0 million. SunEdison stated in schedules filed with the Bankruptcy Court that, within

the 90 days preceding SunEdison's bankruptcy filing, the Company received approximately $98.6 million of inventory and cash transfers of $69.2 million, which in aggregate represents the Company's estimate of the maximum reasonably possible contingent loss. On April 15, 2018, a subsidiary of the Company together with its subsidiaries and affiliates, entered into a tolling agreement with the trustee of the SunEdison Litigation Trust to toll any applicable statute of limitations or other time-related defense that might exist in regards to any potential claims that either party might be able to assert against the other for a period that will end at the earlier to occur of: (a) 60 days after a party provides written notice of termination; (b) six years from the effective date of April 15, 2018; or (c) such other date as the parties may agree in writing. No preference claims have been asserted against the Company and consideration has been given to the related contingencies based on the facts currently known. The Company has a number of affirmative and direct defenses to any potential claims for recovery and intends to vigorously defend any such claim, if asserted.

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 is currently reviewing those transactions and expects to submit an update to its submission to OFAC once that review is complete. 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 $163.9 million in taxes owed for multiple Flex legal entities within its jurisdiction for various fiscal years ranging from fiscal year 2010 through fiscal year 2018. The assessed amounts related to the denial of certain deductible intercompany payments. The Company disagrees with the Tax Authority’s assessments and is actively contesting the assessments through the administrative and judicial processes.

A different foreign Tax Authority had issued a letter against one of the Company’s legal entities asserting that the entity did not meet the qualification criteria for tax holiday status for fiscal year 2006 through fiscal year 2013. The asserted additional tax and penalty is approximately $80.0 million. The Company disagreed with the Tax Authority’s assertion but agreed with the Tax Authority to settle the issue for an immaterial amount. This immaterial amount was accrued for during the fourth quarter of fiscal year 2021 and is expected to be paid during the first half of fiscal year 2022.

As the final resolutions of the above tax items remain 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 November 2019, the Company received a favorable ruling from the Brazilian Supreme Court in a case against the Brazilian tax authorities regarding the right to exclude the value of a state tax referred to as ICMS from the calculation of a federal operational tax basis referred to as PIS/COFINS. The ruling allowed the Company the right to recover amounts unduly paid from February 2003 to December 2019. As a result, the Company recorded an immaterial gain in fiscal year 2020 for the recovery of taxes. The Receita Federal, a tax authority in Brazil, filed a Motion of Clarification on a leading case with the Brazilian Supreme Court previously in 2017 and in May 2021, the Brazilian Supreme Court ruled in favor of the taxpayers and specifically clarified that the ICMS taxes to be excluded from the PIS/COFINS tax basis are to be based on the amount stated on the sales invoice irrespective of any further discounts received from the state. As a result of this ruling, which further reinforced the favorable ruling received in November 2019, the Company initiated the request for Credit Habilitation with the tax authorities in June 2021 to request additional PIS/COFINS credit recovery in the amount of 776.7 million Brazilian reals (approximately USD $154.8 million based on the exchange rate as of July 2, 2021). However, the nature of our credits requested for Habilitation were not specifically addressed by the May 2021 ruling, and accordingly there remains uncertainty regarding the Company’s ability to recover these credits. The Company considers the recovery of these credits to be a contingent gain in accordance with ASC 450, Contingencies, and has not recorded a gain for the recovery in the three-month period ended July 2, 2021 as it has not resolved all contingencies to conclude a realized or realizable amount. The amount and timing of recognition of the gain recovery is dependent upon the decision from the relevant tax authorities in regards to our application for Credit Habilitation and may have a material impact to our consolidated financial statements. We expect that this contingency could be resolved as early as the second quarter of fiscal year 2022. Additional taxes may also result from the credit recovery we receive subsequently.

In addition to the matters discussed above, from time to time, the Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. Although the outcome of these matters is currently not determinable, management expects that any losses that are probable or reasonably possible of being incurred as a result of these matters, which are in excess of amounts already accrued in the Company’s consolidated balance sheets, would not be material to the financial statements as a whole.

~~14.~~12. SHARE REPURCHASES

During the three-month ~~and nine-month periods~~period ended ~~December 31, 2017,~~July 2, 2021, the Company repurchased ~~2.0~~9.0 million shares at an aggregate purchase price of ~~$35.0~~$162.2 million, ~~and 10.8 million shares at an aggregate purchase price of $180.0 million, respectively,~~ 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~~$500.0 million in accordance with the share repurchase mandate approved by the Company’s shareholders at the date of ~~the most recent~~ Annual General Meeting held on August ~~15, 2017.~~7, 2020. As of ~~December 31, 2017,~~July 2, 2021, shares in the aggregate amount of ~~$410.1~~$154.3 million were available to be repurchased under the current plan.

~~15.~~13. SEGMENT REPORTING

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, ~~restructuring charges,~~customer related asset impairment (recoveries), legal and other, ~~charges (income), net~~ and interest and other, net. A portion of depreciation is allocated to the respective segment, together with other general corporate research and development and administrative expenses.

Selected financial information by segment is in the table below.


	Three-Month Periods Ended
	July 2, 2021		June 26, 2020
	(In millions)
Net sales:
Flex Agility Solutions	$	3,432	$	2,912
Flex Reliability Solutions	2,910		2,241
	$	6,342	$	5,153
Segment income and reconciliation of income before tax:
Flex Agility Solutions	$	137	$	72
Flex Reliability Solutions	170		115
Corporate and Other	(17)		(24)
Total segment income	290		163
Reconciling items:
Intangible amortization	15		15
Stock-based compensation	20		13

Restructuring charges	0		10


Legal and other (1)	0		27
Interest and other, net	22		31

Income before income taxes	$	233	$	67

(1)Legal and other 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 ~~follows:~~

~~(1)~~well as customer related asset recoveries. During the ~~fourth~~first quarter of fiscal year ~~2016,~~2021, the Company accepted return of previously shipped inventory from a former customer, SunEdison, of approximately $90 million. On April 21, 2016, SunEdison filed a petition for reorganization under bankruptcy law, and as a result, the Company recognized a bad debt reserve of $61 million as of March 31, 2016, associated with its outstanding SunEdison receivables.

During the second quarter of fiscal year 2017, prices for solar panel modules declined significantly. The Company determined that certain solar panel inventory on hand at the end of the second quarter of fiscal year 2017 was not fully recoverable and recorded a charge of $60.0 million to reduce the carrying costs to market in the nine-month period ended December 31, 2016. The Company also recognized a $16.0 million impairment charge for solar module equipment and $16.9 million primarily related to negative margin sales and other associated direct costs. The total charge of $92.9 million is included in cost of sales for the nine-month period ended December 31, 2016 but is excluded from segment results above.

~~(2) During the second quarter of fiscal year 2018, the Company incurred charges in connection with the matters described in note 13,~~accrued for certain loss contingencies where ~~it believes that~~ losses are considered probable and estimable. ~~Additionally, the Company incurred various other charges predominately related to damages incurred from a typhoon that impacted one of its China facilities.~~

During fiscal year 2017, the Company initiated a plan to rationalize the current footprint at existing sites including corporate SG&A functions and to continue to shift the talent base in support of its ~~Sketch-to-Scale~~^tminitiatives. As part of this plan, approximately $17.4 million and $29.0 million was recognized during the three and nine-month periods ended December 31, 2016, respectively. The plan was finalized and completed during fiscal year 2017.

Corporate and other primarily includes corporate services costs that are not included in the ~~Chief Operating Decision Maker's ("CODM")~~CODM's assessment of the performance of each of the identified reporting segments.

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

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

This report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words “expects,” “anticipates,” “believes,” “intends,” “plans” and similar expressions identify forward-looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-Q with the Securities and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those risks and uncertainties discussed in this section, as well as any risks and uncertainties discussed in Part II, Item 1A, “Risk Factors” of this report on Form 10-Q, and in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2017.~~2021. 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.



Singapore						Not Applicable
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)



~~Class~~		~~Outstanding at January 24, 2018~~
~~Ordinary Shares, No Par Value~~	~~527,665,321~~



		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	43
	Report of Independent Registered Public Accounting Firm	43
	Condensed Consolidated Balance Sheets (unaudited) — ~~December 31, 2017~~July 2, 2021 and March 31, ~~2017~~2021	54
	Condensed Consolidated Statements of Operations (unaudited) — Three-Month ~~and Nine-Month~~ Periods Ended ~~December 31, 2017~~July 2, 2021 and ~~December 31, 2016~~June, 26 2020	65
	Condensed Consolidated Statements of Comprehensive Income (unaudited) — Three-Month ~~and Nine-Month~~ Periods Ended ~~December 31, 2017~~July 2, 2021 and ~~December 31, 2016~~June 26, 2020	76
	Condensed Consolidated Statements of Shareholders' Equity (unaudited) — Three-Month Periods Ended July 2, 2021 and June 26, 2020	7
	Condensed Consolidated Statements of Cash Flows (unaudited) — ~~Nine-Month~~Three-Month Periods Ended ~~December 31, 2017~~July 2, 2021 and ~~December 31, 2016~~June 26, 2020	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2622
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3631
Item 4.	Controls and Procedures	3631

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3733
Item 1A.	Risk Factors	3733
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3836
Item 3.	Defaults Upon Senior Securities	3937
Item 4.	Mine Safety Disclosures	3937
Item 5.	Other Information	3937
Item 6.	Exhibits	4038
Signatures		4139



	HRS		CTG			IEI		CEC			Amount
	(In thousands)
Balance, beginning of the year	$	420,935	$	111,223		$	337,707	$	115,002		$	984,867
Additions (1)	75,280		—			—		9,174			84,454
Divestitures (2)	—		(3,475		)	—		—			(3,475		)
Purchase accounting adjustments	—		—			—		(14		)	(14		)
Foreign currency translation adjustments (3)	38,938		—			—		—			38,938
Balance, end of the period	$	535,153	$	107,748		$	337,707	$	124,162		$	1,104,770


	As of December 31, 2017							As of March 31, 2017								As of July 2, 2021						As of March 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(In thousands)															(In millions)
Intangible assets:															Intangible assets:
Customer-related intangibles	$	369,356	$	(135,411	)	$	233,945	$	260,704	$	(105,912	)	$	154,792	Customer-related intangibles	$	278	$	(163)	$	115	$	276	$	(154)	$	122
Licenses and other intangibles	302,522		(97,915		)	204,607		283,897		(76,508		)	207,389		Licenses and other intangibles	250		(166)		84		250		(159)		91
Total	$	671,878	$	(233,326	)	$	438,552	$	544,601	$	(182,420	)	$	362,181	Total	$	528	$	(329)	$	199	$	526	$	(313)	$	213


	As of July 2, 2021		As of March 31, 2021
	(In millions, except share amounts) (Unaudited)


ASSETS
Current assets:
Cash and cash equivalents	$	2,693	$	2,637
Accounts receivable, net of allowance of $60 and $61, respectively	3,833		4,106
Contract assets	168		135
Inventories	4,444		3,895
Other current assets	591		590
Total current assets	11,729		11,363
Property and equipment, net	2,087		2,097
Operating lease right-of-use assets, net	630		642
Goodwill	1,094		1,090
Other intangible assets, net	199		213
Other assets	453		431
Total assets	$	16,192	$	15,836

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	274	$	268
Accounts payable	5,448		5,247
Accrued payroll	432		473

Other current liabilities	1,984		1,846
Total current liabilities	8,138		7,834
Long-term debt, net of current portion	3,505		3,515
Operating lease liabilities, non-current	550		562
Other liabilities	491		489

Shareholders’ equity

Ordinary shares, 0 par value; 539,348,399 and 542,807,200 issued, and 489,109,044 and 492,567,845 outstanding, respectively	6,090		6,232
Treasury stock, at cost; 50,239,355 shares as of July 2, 2021 and March 31, 2021	(388)		(388)
Accumulated deficit	(2,083)		(2,289)
Accumulated other comprehensive loss	(111)		(119)


Total shareholders’ equity	3,508		3,436
Total liabilities and shareholders’ equity	$	16,192	$	15,836



	As of December 31, 2017			As of March 31, 2017
	(In thousands, except share amounts) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,291,183		$	1,830,675
Accounts receivable, net of allowance for doubtful accounts of $60,113 and $57,302 as of December 31, 2017 and March 31, 2017, respectively	3,100,808			2,192,704
Inventories	3,725,643			3,396,462
Other current assets	965,470			967,935
Total current assets	9,083,104			8,387,776
Property and equipment, net	2,443,050			2,317,026
Goodwill	1,104,770			984,867
Other intangible assets, net	438,552			362,181
Other assets	770,834			541,513
Total assets	$	13,840,310		$	12,593,363

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	42,954		$	61,534
Accounts payable	5,406,512			4,484,908
Accrued payroll	385,985			344,245
Other current liabilities	1,580,618			1,613,940
Total current liabilities	7,416,069			6,504,627
Long-term debt, net of current portion	2,901,720			2,890,609
Other liabilities	542,541			519,851
Shareholders’ equity
Flex Ltd. shareholders’ equity
Ordinary shares, no par value; 577,829,371 and 581,534,129 issued, and 527,590,016 and 531,294,774 outstanding as of December 31, 2017 and March 31, 2017, respectively	6,613,812			6,733,539
Treasury stock, at cost; 50,239,355 shares as of December 31, 2017 and March 31, 2017	(388,215		)	(388,215		)
Accumulated deficit	(3,124,519		)	(3,572,648		)
Accumulated other comprehensive loss	(121,098		)	(128,143		)
Total Flex Ltd. shareholders’ equity	2,979,980			2,644,533
Noncontrolling interests	—			33,743
Total shareholders’ equity	2,979,980			2,678,276
Total liabilities and shareholders’ equity	$	13,840,310		$	12,593,363


~~(2)~~	During the nine-month period ended December 31, 2017, the Company disposed of Wink Labs Inc. ("Wink"), a business within the CTG segment, and recorded an aggregate reduction of goodwill of $3.5 million accordingly, which is included as an offset to the gain on sale recorded in other charges (income), net on the condensed consolidated statement of operations.


~~(3)~~	During the nine-month period ended December 31, 2017, the Company recorded $38.9 million of foreign currency translation adjustments primarily related to the goodwill associated with the acquisition of Mirror Controls International ("MCi") and AGM, as the U.S. Dollar fluctuated against foreign currencies.



Fiscal Year Ending March 31,	Amount
	(In thousands)
2018 (1)	$	19,933
2019	74,510
2020	68,272
2021	63,839
2022	54,754
Thereafter	157,244
Total amortization expense	$	438,552


~~(1)~~	~~Represents estimated amortization for the remaining three-month~~ (1)Represents estimated amortization for the remaining fiscal nine-month period ending ~~March 31, 2018.~~


~~(1)~~	~~Represents scheduled repayment for the remaining three-month period ending March 31, 2018.~~


	Foreign Currency Amount		Notional Contract Value in USD					Foreign Currency Amount		Notional Contract Value in USD
Currency	Buy	Sell	Buy		Sell		Currency	Buy	Sell	Buy		Sell
	(In thousands)							(In millions)
Cash Flow Hedges							Cash Flow Hedges

CNY	1,724,000	—	$	262,937	$	—	CNY	3,886	0	$	601	$	0
EUR	53,756	109,351	63,973		128,767		EUR	34	60	41		71
HUF	19,654,800	—	75,314		—		HUF	36,601	0	124		0
ILS	73,700	—	21,233		—
INR	1,392,540	—	21,200		—

JPY							JPY	33,525	0	300		0
MXN	3,072,680	—	154,955		—		MXN	6,191	0	311		0
MYR	173,000	39,500	42,318		9,662		MYR	428	102	103		24
PLN	87,890	—	24,963		—
RON	117,780	—	30,124		—
SGD	29,900	—	22,335		—

Other	N/A	N/A	12,567		5,017		Other	N/A	N/A	176		37
			731,919		143,446					1,656		132
Other Foreign Currency Contracts							Other Foreign Currency Contracts
BRL	—	871,000	—		263,229		BRL	16	496	3		99
CAD	267,328	289,019	211,126		228,257		CAD	110	65	89		52
CHF	16,327	28,889	16,527		29,245

CNY	2,832,338	—	427,268		—		CNY	4,236	706	655		109
EUR	1,958,706	2,306,257	2,329,926		2,744,141		EUR	1,675	1,812	1,989		2,158
GBP	35,355	63,776	47,390		85,505		GBP	55	77	76		106
HUF	18,783,285	22,480,502	71,975		86,142		HUF	59,137	54,761	200		185
INR	6,222,378	1,252,331	96,829		19,200
ILS							ILS	473	0	145		0

MXN	2,254,587	1,374,623	113,699		69,322		MXN	6,470	5,032	325		253
MYR	456,260	247,030	111,607		60,427		MYR	738	277	177		66
RON	88,521	81,054	22,641		20,731

SEK							SEK	497	584	59		68
SGD	78,855	48,690	58,904		36,371		SGD	91	49	68		37
Other	N/A	N/A	114,386		81,631		Other	N/A	N/A	233		111
			3,622,278		3,724,201					4,019		3,244

Total Notional Contract Value in USD			$	4,354,197	$	3,867,647	Total Notional Contract Value in USD			$	5,675	$	3,376


	Fair Values of Derivative Instruments											Fair Values of Derivative Instruments
	Asset Derivatives					Liability Derivatives						Asset Derivatives					Liability Derivatives
		Fair Value					Fair Value						Fair Value					Fair Value
	Balance Sheet Location	December 31, 2017		March 31, 2017		Balance Sheet Location	December 31, 2017		March 31, 2017			Balance Sheet Location	July 2, 2021		March 31, 2021		Balance Sheet Location	July 2, 2021		March 31, 2021
	(In thousands)											(In millions)
Derivatives designated as hedging instruments											Derivatives designated as hedging instruments
Foreign currency contracts	Other current assets	$	6,627	$	11,936	Other current liabilities	$	15,057	$	1,814	Foreign currency contracts	Other current assets	$	23	$	23	Other current liabilities	$	12	$	16
Foreign currency contracts											Foreign currency contracts	Other assets	$	1	$	5	Other liabilities	$	0	$	0

Derivatives not designated as hedging instruments											Derivatives not designated as hedging instruments
Foreign currency contracts	Other current assets	$	14,376	$	10,086	Other current liabilities	$	10,273	$	9,928	Foreign currency contracts	Other current assets	$	28	$	31	Other current liabilities	$	30	$	32



	Fair Value Measurements as of December 31, 2017
	Level 1		Level 2			Level 3			Total
	(In thousands)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	—	$	424,744		$	—		$	424,744
Foreign exchange contracts (Note 8)	—		21,003			—			21,003
Deferred compensation plan assets:									0
Mutual funds, money market accounts and equity securities	7,212		67,503			—			74,715
Liabilities:									0
Foreign exchange contracts (Note 8)	$	—	$	(25,330	)	$	—		$	(25,330	)
Contingent consideration in connection with business acquisitions	—		—			(1,000		)	(1,000		)

	Fair Value Measurements as of March 31, 2017
	Level 1		Level 2			Level 3			Total
	(In thousands)
Assets:
Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet)	$	—	$	1,066,841		$	—		$	1,066,841
Foreign exchange contracts (Note 8)	—		22,022			—			22,022
Deferred compensation plan assets:									0
Mutual funds, money market accounts and equity securities	7,062		52,680			—			59,742
Liabilities:									0
Foreign exchange contracts (Note 8)	$	—	$	(11,742	)	$	—		$	(11,742	)
Contingent consideration in connection with business acquisitions	—		—			(22,426		)	(22,426		)



	Purchase Consideration		Net Tangible Assets Acquired		Purchased Intangible Assets		Goodwill
AGM	$	213,718	$	56,438	$	82,000	$	75,280
Power Modules Business	56,006		12,332		34,500		9,174


	As of				As of					As of				As of
Property and equipment, net:	December 31, 2017				March 31, 2017				Property and equipment, net:	July 2, 2021				March 31, 2021
	(In millions)									(In millions)
China	$	713	29	%	$	720	31	%
Mexico	599		25	%	525		23	%	Mexico	$	555	27	%	$	553	26	%
U.S.	307		13	%	291		13	%	U.S.	360		17	%	361		17	%
China									China	323		15	%	331		16	%
India									India	155		7	%	166		8	%
Hungary									Hungary	109		5	%	105		5	%
Malaysia	154		6	%	173		7	%	Malaysia	105		5	%	106		5	%
Hungary	147		6	%	133		6	%
Other	523		21	%	475		20	%	Other	480		24	%	475		23	%
	$	2,443			$	2,317				$	2,087			$	2,097



	Three-Month Periods Ended								Nine-Month Periods Ended
Segments:	December 31, 2017				December 31, 2016				December 31, 2017				December 31, 2016
	(In millions)
Communications & Enterprise Compute	$	1,979	29	%	$	2,102	34	%	$	5,853	31	%	$	6,400	36	%
Consumer Technologies Group	2,057		30	%	1,849		30	%	5,324		28	%	4,827		27	%
Industrial & Emerging Industries	1,491		22	%	1,140		19	%	4,336		23	%	3,672		20	%
High Reliability Solutions	1,225		19	%	1,023		17	%	3,517		18	%	3,101		17	%
	$	6,752			$	6,114			$	19,030			$	18,000



	Total		Less Than 1 Year		1-3 Years		4-5 Years		Great Than 5 Years
	(In thousands)
Long-term Debt Obligations:
Long-term debt	$	2,968,150	$	37,730	$	585,434	$	905,870	$	1,439,116


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
April 1, 2021 - May 7, 2021	774,186	$	18.33	774,186	$	302,318,325
May 8, 2021 - June 4, 2021	4,277,655	$	18.00	4,277,655	$	225,333,146
June 5, 2021 - July 2, 2021	3,972,582	$	17.88	3,972,582	$	154,318,352
Total	9,024,423			9,024,423


~~(1)~~	~~During the period from September 30, 2017 through December 31, 2017, all purchases were made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.~~



		FLEX LTD.
		(Registrant)


		/s/ ~~Michael M. McNamara~~REVATHI ADVAITHI
		~~Michael M. McNamara~~Revathi Advaithi
		Chief Executive Officer
		(Principal Executive Officer)

Date:	~~January 26, 2018~~July 30, 2021
		/s/ ~~Christopher Collier~~PAUL R. LUNDSTROM
		~~Christopher Collier~~Paul R. Lundstrom
		Chief Financial Officer
		(Principal Financial Officer)

Date:	~~January 26, 2018~~July 30, 2021