Flex quarterly net income rises to $263M
After quarter-end, FLEX completed an approximately $4.4 billion cash acquisition of EPC Power; the expected CPI spin-off remains subject to approvals.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
FLEX Ltd. reported net sales of $8.491 billion for the three months ended September 25, 2026, versus $6.804 billion a year earlier, and net income of $263 million, versus $199 million. For the six-month period, sales were $16.419 billion versus $13.379 billion and net income was $548 million versus $391 million. Six-month operating cash flow was $777 million, compared with $852 million.
Flex completed its acquisition of Electrical Power Products on May 1, 2026, for $1.2 billion in cash. After quarter-end, Flex completed its acquisition of EPC Power on October 14, 2026, for approximately $4.4 billion in cash, financed by borrowings of $3.3 billion and $1.1 billion under two credit facilities; both mature October 13, 2027.
Flex expects to spin off its CPI segment into Axiom Solutions International in the first quarter of calendar 2027, subject to approval by Flex’s Board of Directors and shareholders, the High Court of the Republic of Singapore, and the SEC declaring Axiom’s Form 10 registration statement effective. Axiom’s investors agreed to a $2.0 billion preferred-stock private placement; if funded before the spin-off, proceeds will reduce the EPC facilities, which are expected to transfer to Axiom with the separation.
2 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQuarterly net sales rose 25% to $8.491 billion.
- Moderate pointQuarterly net income reached $263 million, versus $199 million.
Negative
- Moderate pointSix-month operating cash flow fell to $777 million from $852 million.
Filing Explained
Flex discloses that an Amazon subsidiary holds a warrant for up to 3,859,851 ordinary shares at
Key Figures
Quarterly net sales: $8.491 billion; 25% increase
Quarterly net income: $263 million
Six-month net sales: $16.419 billion; 23% increase
+4 more
7 metrics
Quarterly net sales
$8.491 billion; 25% increase
Three months ended September 25, 2026; $6.804 billion in the prior-year period.
Quarterly net income
$263 million
Three months ended September 25, 2026; $199 million in the prior-year period.
Six-month net sales
$16.419 billion; 23% increase
Six months ended September 25, 2026; $13.379 billion in the prior-year period.
Six-month net income
$548 million
Six months ended September 25, 2026; $391 million in the prior-year period.
Six-month net cash provided by operating activities
$777 million
Six months ended September 25, 2026; $852 million in the prior-year period.
EPC Power acquisition consideration
Approximately $4.4 billion in cash
Acquisition completed October 14, 2026.
Significant customer share of net sales
14%
Three months ended September 25, 2026; most of this customer's revenue was included in CPI.
Key Terms
Customer working capital advances, contract liability, cash flow hedges, measurement period, +1 more
5 terms
Customer working capital advances financial
"Customer working capital advances were $2.0 billion"
contract liability financial
"A contract liability is recognized when the Company receives payments in advance"
A contract liability is a legally binding obligation a company has under a contract to deliver goods, services, or a refund in the future in exchange for money or another benefit already received. Investors care because these obligations represent future cash outflows or performance risks—like an IOU on a household chore list—that can reduce available cash, affect earnings reliability, and change how risky or valuable a company’s financial position looks.
cash flow hedges financial
"foreign currency contracts that are accounted for as cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
measurement period financial
"during the measurement period"
senior bridge term loan credit facility financial
"senior bridge term loan credit facility"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue and net income did FLEX report for the quarter?
For the three months ended September 25, 2026, FLEX reported net sales of $8.491 billion and net income of $263 million. The comparable figures for the three months ended September 26, 2025, were $6.804 billion and $199 million.
How much did FLEX pay for EPC Power, and how was the acquisition financed?
FLEX completed its acquisition of EPC Power on October 14, 2026, for approximately $4.4 billion in cash. It borrowed $3.3 billion under a senior term loan credit facility and $1.1 billion under a senior bridge term loan credit facility on that date; both facilities mature October 13, 2027.
When is FLEX's CPI spin-off expected, and what approvals are required?
FLEX expects the CPI spin-off into Axiom to be completed in the first quarter of calendar 2027, subject to approval by Flex’s Board of Directors and shareholders, the High Court of the Republic of Singapore, and the SEC declaring Axiom’s Form 10 registration statement effective. Flex stated there can be no assurance the transaction will occur or, if it does, its terms or timing.
What are the terms of Axiom's preferred-stock investment agreement?
On October 2, 2026, Axiom entered into an agreement under which certain third-party investors agreed to purchase 200,000 shares of Series A Convertible Preferred Stock for an aggregate purchase price of $2.0 billion in a private placement. If funded before the CPI spin-off, the proceeds will reduce the EPC facilities; the net facilities and preferred investment are expected to transfer to Axiom with the spin-off.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
For the quarterly period ended September 25, 2026
or
For the transition period from to
Commission file number 0-23354
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |||||||
| incorporation or organization) | Identification No.) | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
(512 ) 425-7929
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s ordinary shares outstanding as of October 23, 2026 was 369,460,804 .
Table of Contents
FLEX LTD.
INDEX
| Page | ||||||||
PART I. FINANCIAL INFORMATION | ||||||||
Item 1. | Financial Statements | 3 | ||||||
Report of Independent Registered Public Accounting Firm | 3 | |||||||
Condensed Consolidated Balance Sheets (unaudited) — September 25, 2026 and March 31, 2026 | 4 | |||||||
Condensed Consolidated Statements of Operations (unaudited) — Three-Month and Six-Month Periods Ended September 25, 2026 and September 26, 2025 | 5 | |||||||
Condensed Consolidated Statements of Comprehensive Income (unaudited) — Three-Month and Six-Month Periods Ended September 25, 2026 and September 26, 2025 | 6 | |||||||
Condensed Consolidated Statements of Shareholders' Equity (unaudited) — Three-Month and Six-Month Periods Ended September 25, 2026 and September 26, 2025 | 7 | |||||||
Condensed Consolidated Statements of Cash Flows (unaudited) — Six-Month Periods Ended September 25, 2026 and September 26, 2025 | 9 | |||||||
Notes to Condensed Consolidated Financial Statements (unaudited) | 10 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39 | ||||||
Item 4. | Controls and Procedures | 39 | ||||||
PART II. OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 40 | ||||||
Item 1A. | Risk Factors | 40 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 40 | ||||||
Item 3. | Defaults Upon Senior Securities | 40 | ||||||
Item 4. | Mine Safety Disclosures | 40 | ||||||
Item 5. | Other Information | 40 | ||||||
Item 6. | Exhibits | 42 | ||||||
Signatures | 43 | |||||||
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Flex Ltd., Singapore
Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated balance sheet of Flex Ltd. and subsidiaries (the “Company”) as of September 25, 2026, the related condensed consolidated statements of operations, comprehensive income, and shareholders’ equity for the three-month and six-month periods ended September 25, 2026 and September 26, 2025, the condensed consolidated statements of cash flows for the six-month periods ended September 25, 2026 and September 26, 2025, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it 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) (PCAOB), the consolidated balance sheet of the Company as of March 31, 2026, and the related consolidated statements of operations, comprehensive income, and shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 20, 2026, 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, 2026 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
| /s/ DELOITTE & TOUCHE LLP | |||||
| San Jose, California | |||||
| October 30, 2026 | |||||
3
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FLEX LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of September 25, 2026 | As of March 31, 2026 | ||||||||||
| (In millions, except share amounts) (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Contract assets | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued payroll and benefits | |||||||||||
| Deferred revenue and customer working capital advances | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion | |||||||||||
| Operating lease liabilities, non-current | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Shareholders’ equity | |||||||||||
Treasury stock at cost; | ( | ( | |||||||||
| Accumulated earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
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FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| (In millions, except per share amounts) (Unaudited) | |||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Restructuring and impairment charges (reversal) | ( | ||||||||||||||||||||||
| Intangible amortization | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other charges (income), net | ( | ( | ( | ( | |||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates | ( | ( | |||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Weighted-average shares used in computing per share amounts: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
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FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| (In millions) (Unaudited) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
Unrealized gain (loss) on derivative instruments and other | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| Ordinary Shares | Accumulated Other Comprehensive Gain (Loss) | Total | |||||||||||||||||||||||||||||||||||||||
| Three-Months Ended September 25, 2026 | Shares Outstanding | Amount | Accumulated Earnings (Deficit) | Unrealized Gain (Loss) on Derivative Instruments and Other | Foreign Currency Translation Adjustments | Total Accumulated Other Comprehensive Gain (Loss) | Shareholders' Equity | ||||||||||||||||||||||||||||||||||
| (In millions) Unaudited | |||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 26, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Repurchase of Flex Ltd. ordinary shares at cost | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of Flex Ltd. vested shares under restricted share unit awards | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Provision for stock warrants | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Other activity | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| BALANCE AT SEPTEMBER 25, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Ordinary Shares | Accumulated Other Comprehensive Gain (Loss) | Total | |||||||||||||||||||||||||||||||||||||||
| Six-Months Ended September 25, 2026 | Shares Outstanding | Amount | Accumulated Earnings (Deficit) | Unrealized Gain (Loss) on Derivative Instruments and Other | Foreign Currency Translation Adjustments | Total Accumulated Other Comprehensive Gain (Loss) | Shareholders' Equity | ||||||||||||||||||||||||||||||||||
| (In millions) Unaudited | |||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Repurchase of Flex Ltd. ordinary shares at cost | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Issuance of Flex Ltd. vested shares under restricted share unit awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Provision for stock warrants | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Other activity | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| BALANCE AT SEPTEMBER 25, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| Ordinary Shares | Accumulated Other Comprehensive Gain (Loss) | Total | ||||||||||||||||||||||||||||||||||||||||||
| Three-Months Ended September 26, 2025 | Shares Outstanding | Amount | Accumulated Earnings (Deficit) | Unrealized Gain (Loss) on Derivative Instruments and Other | Foreign Currency Translation Adjustments | Total Accumulated Other Comprehensive Gain (Loss) | Shareholders' Equity | |||||||||||||||||||||||||||||||||||||
| (In millions) Unaudited | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 27, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Repurchase of Flex Ltd. ordinary shares at cost | ( | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Issuance of Flex Ltd. vested shares under restricted share unit awards | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Provision for stock warrants | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| BALANCE AT SEPTEMBER 26, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Accumulated Other Comprehensive Gain (Loss) | Total | ||||||||||||||||||||||||||||||||||||||||||
| Six-Months Ended September 26, 2025 | Shares Outstanding | Amount | Accumulated Earnings (Deficit) | Unrealized Gain (Loss) on Derivative Instruments and Other | Foreign Currency Translation Adjustments | Total Accumulated Other Comprehensive Gain (Loss) | Shareholders' Equity | |||||||||||||||||||||||||||||||||||||
| (In millions) Unaudited | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Repurchase of Flex Ltd. ordinary shares at cost | ( | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Issuance of Flex Ltd. vested shares under restricted share unit awards | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Provision for stock warrants | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| BALANCE AT SEPTEMBER 26, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Table of Contents
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six-Month Periods Ended | |||||||||||
| September 25, 2026 | September 26, 2025 | ||||||||||
| (In millions) (Unaudited) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | $ | |||||||||
| Depreciation, amortization and other impairment charges | |||||||||||
| Changes in working capital and other, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Proceeds from the disposition of property and equipment | |||||||||||
| Acquisition of businesses, net of cash acquired | ( | ( | |||||||||
| Proceeds from divestiture of businesses, net of cash held in divested businesses | ( | ||||||||||
| Other investing activities, net | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from bank borrowings and long-term debt | |||||||||||
| Payments of bank borrowings, long-term debt and other financing liabilities | ( | ( | |||||||||
| Payments for repurchases of ordinary shares | ( | ||||||||||
| Other financing activities, net | |||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effect of exchange rates on cash and cash equivalents | |||||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Non-cash investing activities: | |||||||||||
| Unpaid purchases of property and equipment | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION OF THE COMPANY AND BASIS OF PRESENTATION
Organization of the Company
Flex Ltd. ("Flex" or the "Company") is the advanced, end-to-end manufacturing partner of choice that helps a diverse customer base design, build, deliver, and manage innovative products that improve the world. Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, Flex delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets. The Company's full suite of specialized capabilities includes design and engineering, supply chain, manufacturing, and integrated services, plus a portfolio of power and cooling products. Over time, we have built differentiated scale and expertise across both technology-driven and regulated markets, enabling us to support customers with increasingly complex product, infrastructure, and compliance requirements. Flex partners with customers across a diverse set of industries including data center, communications, enterprise, consumer, automotive, industrial, healthcare, and power. As of September 25, 2026, Flex's three
•Integrated Technology Solutions ("ITS"), which is comprised of the following end markets:
◦Communications, high speed networking, enterprise, and satellite communications systems
◦Lifestyle, premium products across commercial, home and personal product categories
•Regulated Manufacturing Solutions ("RMS"), which is comprised of the following end markets:
◦Industrial, mission-critical automation, energy, and industrial infrastructure
◦Automotive, compute and power electronic platforms, and integrated systems
◦Healthcare, regulated manufacturing for medical devices, drug delivery and equipment
•Cloud and Power Infrastructure ("CPI"), which is comprised of the following end markets:
◦Cloud and Cooling, integrated compute systems supporting power-dense digital infrastructure deployments, and advanced liquid cooling solutions supporting higher-density, power-intensive rack architectures
◦Power, utility and facility-level electrical infrastructure enabling reliable, scalable power delivery and high-density rack and board-level power systems supporting power-intensive compute workloads
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), supply chain management software solutions and component product offerings (including flexible printed circuit boards, power adapters and chargers).
On May 5, 2026, Flex announced its intention to separate its CPI segment from Flex and into an independent, publicly traded company named Axiom Solutions International, Inc. ("Axiom" or “SpinCo”). The separation of CPI into Axiom will create a separate publicly traded company focused on data center power, digital infrastructure and power, thermal and compute integration. The spin-off of CPI from Flex is expected to be completed in the first quarter of calendar 2027 and is subject to the approvals of Flex’s Board of Directors, shareholders, and the High Court of the Republic of Singapore and the SEC declaring Axiom’s Form 10 registration statement effective. Subsequent to the spin-off of CPI from Flex, Flex will continue as an advanced manufacturing and supply chain solutions business consisting of the ITS and RMS segments. There can be no assurance that any spin-off transaction will ultimately occur or, if one does occur, of its terms or timing.
Basis of Presentation and Principles of Consolidation
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, 2026 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 statement have been included. Operating results for the three and six-month period
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The accompanying unaudited condensed consolidated financial statements include the accounts of Flex and its subsidiaries, after elimination of intercompany accounts and transactions. The Company consolidates subsidiaries and investments in entities in which the Company has a controlling interest.
Use of Estimates
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; valuation of warrants, and the fair values of restricted share unit awards granted under the Company's stock-based compensation plans. Due to global economic conditions, including the impact of ongoing trade conflicts and tariffs, and geopolitical conflicts (including the Russian invasion of Ukraine, recent U.S. and Israeli military operations in Iran, and other geopolitical conflicts) there has been and will continue to be uncertainty and disruption in the global economy and financial markets. The Company has made estimates and assumptions taking into consideration certain possible impacts due to the foregoing factors. These estimates may change, as new events occur, and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be material to the consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", which requires public entities to disclose specified information about certain costs and expenses. The guidance is effective for the Company beginning in the fourth quarter of fiscal year 2028 and will be applied retrospectively to all prior periods presented on its consolidated financial statements. The Company is currently evaluating the guidance to determine the impact on the Company's disclosures. In January 2025, the FASB issued ASU 2025-01 on the same topic to clarify the amendments for ASU 2024-03 are effective for the Company in the fourth quarter of fiscal year 2028.
In December 2025, the FASB issued ASU 2025-12 "Codification Improvements", which includes numerous refinements and enhancements, including clarifications on the accounting for the retirement of treasury stock among others. The guidance is effective for the Company beginning in the first quarter of fiscal year 2028. The Company is currently evaluating the guidance to determine the method of adoption and impact on the Company's disclosures.
2. BALANCE SHEET ITEMS
Inventories
The components of inventories, net of applicable lower of cost and net realizable value write-downs, were as follows:
| As of September 25, 2026 | As of March 31, 2026 | ||||||||||
| (In millions) | |||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-progress | |||||||||||
| Finished goods | |||||||||||
| $ | $ | ||||||||||
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In addition to the Flex controlled inventory shown above, the Company held inventory controlled by customers of $1.5 billion and $1.3 billion as of September 25, 2026 and March 31, 2026, respectively. These amounts are reported in other current assets in the condensed consolidated balance sheets.
Goodwill and Other Intangible Assets
During the six-month period ended September 25, 2026, goodwill increased by $474 million with $485 million from the Electrical Power Products, Inc acquisition completed in the first quarter of fiscal year 2027. This was partially offset by $6 million of goodwill derecognized in the sale of a site in North America and currency impacts of $5 million. See note 12 "Business Acquisitions & Dispositions" for further details of the acquisition and disposition completed during the fiscal-year.
The components of acquired intangible assets are as follows:
| September 25, 2026 | March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||
| Intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Customer-related intangibles | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Licenses and other intangibles | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
The gross carrying amounts of intangible assets are removed when fully amortized.
The estimated future annual amortization expense for intangible assets is as follows:
| Fiscal Year Ending March 31, | Amount | |||||||
| (In millions) | ||||||||
| 2027 (1) | $ | |||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
| Total amortization expense | $ | |||||||
Customer Working Capital Advances
Customer working capital advances were $2.0 billion and $1.8 billion as of September 25, 2026 and March 31, 2026, respectively. The customer working capital advances are not interest-bearing, do not generally have fixed repayment dates and are generally reduced as the underlying working capital is consumed in production or the customer working capital advance agreement is terminated.
Other Non-Current Assets
Other non-current assets include deferred tax assets of $547 million and $538 million as of September 25, 2026 and March 31, 2026, respectively.
Other Current Liabilities
Other current liabilities include customer-related accruals of $1.2 billion and $0.4 billion as of September 25, 2026 and March 31, 2026, respectively.
Supplier Finance Programs
The Company has six supplier finance programs, all of which have substantially similar characteristics, with various financial institutions that act as the paying agent for certain payables of the Company. The Company established these programs through agreements with the financial institutions to enable more efficient payment processing to our suppliers while also providing our suppliers a potential source of liquidity to the extent they choose to sell their receivables to the financial
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institutions in advance of the due dates. Our suppliers’ participation in the programs is voluntary, the Company is not involved in negotiations of the suppliers’ arrangements with the financial institutions to sell their receivables, and our rights and obligations to our suppliers are not impacted by our suppliers’ decisions to sell amounts under these programs. Under these supplier finance programs, the Company pays the financial institutions the stated amount of confirmed invoices from its participating suppliers on the original maturity dates of the invoices. All payment terms are short-term in nature and are not dependent on whether the suppliers participate in the supplier finance programs or if the suppliers elect to receive early payment from the financial institutions. No guarantees are provided by the Company under the supplier finance programs and the Company incurs no costs related to the programs. The Company has no economic interest in a supplier’s decision to participate in the supplier finance programs.
3. REVENUE
Contract Balances
A contract asset is recognized when the Company has recognized revenue but not issued an invoice for payment. Contract assets are classified separately on the condensed consolidated balance sheets and transferred to receivables when rights to payment become unconditional and invoiced.
A contract liability is recognized when the Company receives payments in advance of the satisfaction of performance. Contract liabilities, identified as deferred revenue, were $538 million and $431 million as of September 25, 2026 and March 31, 2026, respectively, of which $489 million and $362 million, respectively, is included in deferred revenue and customer working capital advances under current liabilities.
Disaggregation of Revenue
The following table presents the Company’s revenue disaggregated based on timing of transfer, point in time or over time:
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| Timing of Transfer | (In millions) | ||||||||||||||||||||||
| ITS | |||||||||||||||||||||||
| Point in time | $ | $ | $ | $ | |||||||||||||||||||
| Over time | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| RMS | |||||||||||||||||||||||
| Point in time | |||||||||||||||||||||||
| Over time | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| CPI | |||||||||||||||||||||||
| Point in time | |||||||||||||||||||||||
| Over time | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Flex | |||||||||||||||||||||||
| Point in time | |||||||||||||||||||||||
| Over time | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Concentration of Risk
Sales of the Company's products are concentrated among specific customers. A significant customer represented 14 % and 13 % of net sales for the three and six-month periods ended September 25, 2026 respectively. The majority of the revenue with
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this customer is included within the CPI segment. No other customer accounted for more than 10% of net sales during the three or six-month periods ended September 25, 2026 or September 26, 2025.
4. SHARE-BASED COMPENSATION AND WARRANTS
Flex historically maintains share-based compensation plans at the corporate level. The Company grants equity compensation awards under its 2017 Equity Incentive Plan (the "2017 Plan").
Share-Based Compensation Expense
The following table summarizes the Company’s share-based compensation expense for the 2017 Plan:
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Total share-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
The 2017 Plan
During the six-month period ended September 25, 2026, the Company granted 1.8 million restricted share unit ("RSU") awards. Of this amount, 0.8 million are plain-vanilla unvested RSU awards that vest over a period of three years , with no performance or market conditions, with an average grant date price of $149.17 per award. In addition, 0.3 million unvested shares represent the target amount of grants made to certain key employees whereby vesting is contingent on certain performance conditions, with an average grant date price of $149.67 per award. These performance-based RSUs include awards tied to the Company's adjusted earnings per share growth and awards tied to operating profit goals. The number of shares that will ultimately vest will range from zero up to a maximum of approximately 0.7 million based on the level of achievement of these performance conditions. The awards will cliff vest after a period of three years , depending on the specific performance metrics, to the extent such performance conditions have been met. No awards with market-based conditions have been granted thus far in fiscal year 2027. The remaining balance of 0.7 million represents the number of shares issued upon the vesting of RSU awards above target levels based on the achievement of certain market and performance conditions for awards granted in fiscal year 2024. These awards were issued and immediately vested in accordance with the terms and conditions of the underlying awards.
As of September 25, 2026, 6.1 million unvested RSU awards under the 2017 Plan were outstanding, of which vesting for a targeted amount of 0.5 million shares is contingent on meeting certain market conditions, and vesting for a targeted amount of 1.7 million shares is contingent on meeting certain performance conditions. The number of shares tied to market conditions that will ultimately be issued can range from zero to approximately 0.9 million based on the achievement levels. The number of shares tied to performance conditions that will ultimately be issued can range from zero to approximately 3.9 million based on the achievement levels. During the six-month period ended September 25, 2026, 1.4 million shares vested in connection with the awards with market and performance conditions granted in fiscal year 2024.
As of September 25, 2026, total unrecognized compensation expense related to unvested RSU awards under the 2017 Plan was $309 million and will be recognized over a weighted-average remaining vesting period of 2.0 years.
Warrant
During fiscal-year 2026, the Company issued the Warrant ("the Warrant") to Amazon.com NV Investment Holdings LLC (“Warrantholder”), a wholly-owned subsidiary of Amazon.com, Inc. ("Parent") to purchase up to an aggregate of 3,859,851 Warrant Shares ("Warrant Shares") at an exercise price of $51.29 per share, which is the preceding 30 trading days Volume-Weighted Average Price.
The calculated fair value of each Warrant Share at the issuance date was $25.47 . The Company recorded charges of $3 million and $6 million during the three and six-month periods ended September 25, 2026. As of the quarter ended September 25, 2026, 0.1 million Warrant Shares have vested and are exercisable.
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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:
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average ordinary shares outstanding - basic | |||||||||||||||||||||||
| Weighted-average ordinary share equivalents from RSU awards (1) | |||||||||||||||||||||||
| Weighted-average ordinary shares and ordinary share equivalents outstanding - diluted | |||||||||||||||||||||||
Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
(1)An immaterial
6. BANK BORROWINGS AND LONG-TERM DEBT
Bank borrowings and long-term debt as of September 25, 2026 and March 31, 2026 are as follows:
| Maturity Date | As of September 25, 2026 | As of March 31, 2026 | |||||||||||||||
| (In millions) | |||||||||||||||||
| January 2028 | $ | $ | |||||||||||||||
| June 2029 | |||||||||||||||||
| May 2030 | |||||||||||||||||
| January 2032 | |||||||||||||||||
| November 2035 | |||||||||||||||||
| Senior Term Loan (3) | November 2027 | ||||||||||||||||
| Delayed Draw Term Loan | December 2027 | ||||||||||||||||
| December 2031 | |||||||||||||||||
| Debt issuance costs | ( | ( | |||||||||||||||
| Current portion, net of debt issuance costs | |||||||||||||||||
| Non-current portion | $ | $ | |||||||||||||||
(1)The notes are carried at the principal amount of each note less any unamortized discount and unamortized debt issuance costs and inclusive of any unamortized premium. The notes are the Company’s senior unsecured obligations and rank equally with all other existing and future senior unsecured debt obligations.
(2)The bonds mature in December 2031 with annual payments equal to 10 70 % due upon maturity.
(3)In May 2026, the Company entered into a senior term loan agreement.
The weighted-average interest rate for the Company's long-term debt was 4.9
Scheduled repayments of the Company's bank borrowings and long-term debt as of September 25, 2026 are as follows:
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| Fiscal Year Ending March 31, | Amount | |||||||
| (In millions) | ||||||||
| 2027 | $ | |||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Senior Term Loan due November 2027
In April 2026, the Company entered into a $1.45 billion loan agreement to finance the acquisition of Electrical Power Products, Inc. ("EPP"). This loan was syndicated in May 2026, with $1.38 billion of the debt being transferred to new lenders. This transfer is accounted for as a debt extinguishment and so is presented as additional borrowings and repayments in the condensed consolidated statements of cash flows. Interest is based on Term SOFR plus an applicable credit spread determined by Flex's credit rating. The term loan matures on November 29, 2027.
The 2027 Credit Facilities
On September 29, 2026, the Company entered into a Credit Agreement which provides a senior term loan credit facility (the “Credit Facility”) in an aggregate committed amount of $3.3 billion. Refer to note 17 "Subsequent Events" for additional information.
7. INTEREST EXPENSE AND INTEREST INCOME
Interest expense and interest income for the three and six-month periods ended September 25, 2026 and September 26, 2025 are composed of the following:
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Interest expenses on debt obligations | $ | $ | $ | $ | |||||||||||||||||||
| AR sale program related expenses | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
8. FINANCIAL INSTRUMENTS
Foreign Currency Contracts
The Company enters into short-term and long-term foreign currency derivative contracts, including forward, swap, and options contracts, to hedge only those currency exposures associated with certain assets and liabilities, primarily accounts receivable, accounts payable, debt, and cash flows denominated 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 institutions were not material.
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As of September 25, 2026, the aggregate notional amount of the Company’s outstanding foreign currency derivative contracts was $7.3 billion as summarized below:
| Notional Contract Value in USD | ||||||||||||||
| Currency | Buy | Sell | ||||||||||||
| (In millions) | ||||||||||||||
| Cash Flow Hedges | p | |||||||||||||
| MXN | $ | $ | ||||||||||||
| HUF | ||||||||||||||
| CNY | ||||||||||||||
| MYR | ||||||||||||||
| Other | ||||||||||||||
| Other Foreign Currency Contracts | ||||||||||||||
| CNY | ||||||||||||||
| EUR | ||||||||||||||
| MXN | ||||||||||||||
| MYR | ||||||||||||||
| BRL | ||||||||||||||
| Other | ||||||||||||||
| Total Notional Contract Value in USD | $ | $ | ||||||||||||
As of September 25, 2026, 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 other charges (income), net in the condensed consolidated statements of operations. 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. Deferred gains were $19 million as of September 25, 2026 and are expected to be recognized primarily as a component of cost of sales in the condensed consolidated statements of operations over the next twelve-month period, except for gains attributable to changes in fair value of the USD HUF cross currency swaps, which are discussed below.
The Company entered into USD HUF cross currency swaps in December 2021 to hedge the foreign currency risk on the HUF bonds due December 2031, and the fair value of the cross currency swaps was included in other assets and other current liabilities as of September 25, 2026 and in other current assets and other non-current liabilities as of March 31, 2026, respectively. The changes in fair value of the USD HUF cross currency swaps are reported in accumulated other comprehensive loss. In addition, corresponding amounts are reclassified out of accumulated other comprehensive loss to other charges (income), net to offset the remeasurement of the underlying HUF bond principal, which also impacts the same line.
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The following table presents the fair value of the Company’s derivative instruments utilized for foreign currency risk management purposes at September 25, 2026 and March 31, 2026:
| Fair Values of Derivative Instruments | |||||||||||||||||||||||||||||||||||
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||||||||||
| Fair Value | Fair Value | ||||||||||||||||||||||||||||||||||
| Balance Sheet Location | September 25, 2026 | March 31, 2026 | Balance Sheet Location | September 25, 2026 | March 31, 2026 | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | Other current assets | $ | $ | Other current liabilities | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Foreign currency contracts | Other non-current assets | Other non-current liabilities | ( | ||||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||||||||||||||
| Foreign currency contracts | Other current assets | $ | $ | Other current liabilities | $ | ( | $ | ( | |||||||||||||||||||||||||||
9. ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component, net of tax, are as follows:
| Three-Month Periods Ended | |||||||||||||||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | ||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on derivative instruments and other | Foreign currency translation adjustments | Total | Unrealized gain (loss) on derivative instruments and other | Foreign currency translation adjustments | Total | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Other comprehensive gain (loss) before reclassifications | |||||||||||||||||||||||||||||||||||
| Net (gain) loss reclassified from accumulated other comprehensive loss | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Net current-period other comprehensive gain (loss) | ( | ( | |||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
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| Six-Month Periods Ended | |||||||||||||||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | ||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on derivative instruments and other | Foreign currency translation adjustments | Total | Unrealized gain (loss) on derivative instruments and other | Foreign currency translation adjustments | Total | ||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Other comprehensive gain (loss) before reclassifications | ( | ||||||||||||||||||||||||||||||||||
| Net (gain) loss reclassified from accumulated other comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net current-period other comprehensive gain (loss) | ( | ||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
Substantially all unrealized gains and losses relating to derivative instruments and other, reclassified from accumulated other comprehensive loss for the three and six-month periods ended September 25, 2026 were reclassified out of accumulated other comprehensive loss to other charges (income), net and cost of sales in the condensed consolidated statements of operations, which primarily relate to the Company’s foreign currency contracts accounted for as cash flow hedges. The tax impacts on the changes in accumulated other comprehensive loss for the three-month periods ended September 25, 2026 and September 26, 2025 were $0 million and $(2 ) million, respectively. The tax impacts on the changes in accumulated other comprehensive loss for the six-month periods ended September 25, 2026 and September 26, 2025 were $0 million and $(13 ) million, respectively.
10. TRADE RECEIVABLES SALES PROGRAMS
11. 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.
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 include 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.
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The Company accrued for contingent consideration related to an acquisition in fiscal year 2025, classified as a level 3 measurement in the fair value hierarchy due to significant unobservable inputs. Fair value is determined using internal cash flow models that incorporate unobservable inputs, including the probability of achieving performance milestones. During the six-months ended September 25, 2026, the Company fully released the remaining $2 million contingent consideration liability. Accordingly, the contingent consideration liability was zero and $2 million as of September 25, 2026 and March 31, 2026 respectively.
The significant inputs include the Company's probability assessments of expected future revenue during the earn-out periods, associated volatility, and a discount rate reflecting uncertainties in the obligation consistent with the terms of the purchase agreement. Significant changes in expected revenues or in the discount rate and volatility assumptions used would impact fair value estimates. The interrelationship between these inputs is not considered significant.
The Company has deferred compensation plans for its officers and certain other employees. Amounts deferred under the plans are invested in hypothetical investments selected by the participant or the participant's investment manager. The Company's deferred compensation plan assets are included in other non-current 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 either level 1 or level 2, dependent on the valuation inputs, within the fair value hierarchy.
Financial Instruments Measured at Fair Value on a Recurring Basis
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 25, 2026 and March 31, 2026:
| Fair Value Measurements as of September 25, 2026 | |||||||||||||||||||||||
| 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) | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency contracts (Note 8) | |||||||||||||||||||||||
| Deferred compensation plan assets: | 0 | ||||||||||||||||||||||
| Mutual funds, money market accounts and equity securities | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Foreign currency contracts (Note 8) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Fair Value Measurements as of March 31, 2026 | |||||||||||||||||||||||
| 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) | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency contracts (Note 8) | |||||||||||||||||||||||
| Deferred compensation plan assets: | 0 | ||||||||||||||||||||||
| Mutual funds, money market accounts and equity securities | |||||||||||||||||||||||
| Liabilities: | 0 | ||||||||||||||||||||||
| Foreign currency contracts (Note 8) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Contingent consideration in connection with business acquisitions | ( | ( | |||||||||||||||||||||
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Other financial instruments
The following table presents the Company’s major debts not carried at fair value as of September 25, 2026 and March 31, 2026:
| As of September 25, 2026 | As of March 31, 2026 | ||||||||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | Fair Value Hierarchy | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | Level 1 | |||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||
| Senior Term Loan due November 2027 | Level 1 | ||||||||||||||||||||||||||||
| Delayed Draw Term Loan due December 2027 | Level 1 | ||||||||||||||||||||||||||||
| Level 2 | |||||||||||||||||||||||||||||
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12. BUSINESS ACQUISITIONS & DISPOSITIONS
On May 1, 2026, the Company completed the acquisition of 100 % ownership of Electrical Power Products, Inc. ("EPP"), a U.S. leader in critical power solutions for a total estimated purchase consideration of $1.2 billion in cash. The allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed is based on their estimated fair values as of the date of acquisition. The business is included in the CPI segment. Additional information which existed as of the acquisition date may become known to the Company during the remainder of the measurement period, a period which is not to exceed 12 months from the date of the acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the measurement period.
The following represents the Company's preliminary allocation of the total purchase price to the acquired assets and liabilities of the acquired business (in millions):
| Amount ($M) | |||||
| ASSETS | |||||
| Current Assets: | |||||
| Cash | $ | ||||
| Accounts receivable | |||||
| Inventory | |||||
| Contract assets | |||||
| Other current assets | |||||
| Total current assets | |||||
| Operating lease right-of-use assets, net | |||||
| Property and equipment | |||||
| Intangible assets | |||||
| Goodwill | |||||
| Total assets | $ | ||||
| LIABILITIES AND PURCHASE CONSIDERATION | |||||
| Current Liabilities: | |||||
| Accounts payable | $ | ||||
| Deferred revenue | |||||
| Accrued liabilities | |||||
| Operating lease liabilities | |||||
| Other current liabilities | |||||
| Total liabilities | |||||
| Total purchase consideration | $ | ||||
The following represents the Company's preliminary allocation of intangible assets identified in the purchase price allocation of the acquired business (in millions):
| Amount ($M) | Estimated Useful Life | ||||||||||
Identifiable Intangible Assets | |||||||||||
| Trade Names | $ | | |||||||||
| Know-How | |||||||||||
| Backlog | |||||||||||
| Customer Relationships | |||||||||||
| Total | $ | ||||||||||
Pro-forma results of operations have not been presented because the acquisition was not material to the Company's condensed consolidated financial results for the period presented.
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On October 14, 2026, the Company completed the acquisition of 100 % ownership of EPC Power Corp. (EPC Power), a leading provider of intelligent power conversion solutions for data centers and grid applications for total consideration of approximately $4.4 billion. The business will be included in the CPI segment. Refer to note 17 "Subsequent Events" for additional information.
Fiscal Year 2027 Divestitures
13. 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. Although it is reasonably possible that actual losses could be in excess of the Company’s accrual, the Company is unable to estimate a reasonably possible loss or range of loss in excess of its accrual, due to various reasons, including, among others, that: (i) the proceedings are in early stages or no claims have been asserted, (ii) specific damages have not been sought in all of these matters, (iii) damages, if asserted, are considered unsupported and/or exaggerated, (iv) there is uncertainty as to the outcome of pending appeals, motions, or settlements, (v) there are significant factual issues to be resolved, and/or (vi) there are novel legal issues or unsettled legal theories presented. Any such excess loss could have a material effect on the Company’s results of operations or cash flows for a particular period or on the Company’s financial condition.
One of the Company's Brazilian subsidiaries received six assessments for certain sales and import taxes. Four of the assessments have been successfully definitively defeated. The Company was unsuccessful at the administrative level in two of the remaining assessments and filed annulment actions in federal court in Brasilia, Brazil. The first annulment action was filed on March 23, 2020; the updated value of that assessment inclusive of interest and penalties is 37 million Brazilian reals (approximately USD $7 million). The Brazilian court ruled in favor of the Company on the first annulment action on March 7, 2025 and the assessment obligation has been canceled, although it remains subject to appeal. The second annulment action was filed on September 19, 2023; the updated value of that assessment inclusive of interest and penalties is 60 million Brazilian reals (approximately USD $12 million). The Company is still awaiting a resolution of the second annulment action. The Company believes that it has meritorious defenses to these assessments and will continue to vigorously oppose them, as well as any future assessments. The Company does not expect final judicial determination on the remaining assessments and annulment actions in the near future.
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. SHARE REPURCHASES
During the three and six-month period ended September 25, 2026, the Company made no
Under the Company’s current share repurchase program, the Board of Directors authorized repurchases of its outstanding ordinary shares for up to $2.0 billion in accordance with the share purchase mandate approved by the Company’s shareholders at the Annual General Meeting held on August 5, 2026. As of September 25, 2026, shares in the aggregate amount of $2.0 billion were available to be repurchased under the current plan.
15. SEGMENT REPORTING
The Company reports its financial performance based on three
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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, certain restructuring and impairment charges, customer related asset impairment, legal and other, interest expense, interest income, other charges (income), net, and equity in earnings of unconsolidated affiliates. A portion of depreciation is allocated to the respective segments, together with other general corporate, research and development and administrative expenses.
The Company's Chief Executive Officer is our Chief Operating Decision Maker ("CODM") who compares actual segment income to budgeted financial performance in evaluating how we allocate resources, assess performance and make strategic and operational decisions.
Selected financial information by segment for the three-month and six-month periods ended September 25, 2026 and September 26, 2025 are in the tables below: Historical information for the three and six-month periods ended September 26, 2025 has been recast to reflect the operating and reportable segments in the table below and in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations."
| ITS | RMS | CPI | Total | ||||||||||||||||||||
| Three-Months Ended September 25, 2026 | (In millions) | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Segment total cost of sales | ( | ( | ( | ||||||||||||||||||||
| Segment selling, general and administrative expenses | ( | ( | ( | ||||||||||||||||||||
| Segment income | $ | $ | $ | $ | |||||||||||||||||||
| Reconciling items: | |||||||||||||||||||||||
| Corporate & other | $ | ||||||||||||||||||||||
| Intangible amortization | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Restructuring and impairment charges (1) | |||||||||||||||||||||||
| Legal and other (2) | |||||||||||||||||||||||
| Interest expenses | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other charges (income), net | ( | ||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates | |||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||
(1)Certain restructuring charges of $2 million are excluded from the reconciling amount of $13 million as they are included within segment income.
(2)Legal and other consists of costs not directly related to core business results, including matters relating to commercial disputes, government regulatory and compliance, intellectual property, antitrust, tax, employment or shareholder issues, product liability claims, impairments and other costs such as acquisition and portfolio optimization related costs. For the three-month period ended September 25, 2026, Legal and other included $91 million of costs associated with the intended spin-off of the CPI business and $19 million of costs related to acquisitions.
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| ITS | RMS | CPI | Total | ||||||||||||||||||||
| Six-Months Ended September 25, 2026 | (In millions) | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Segment total cost of sales | ( | ( | ( | ||||||||||||||||||||
| Segment selling, general and administrative expenses | ( | ( | ( | ||||||||||||||||||||
| Segment income | $ | $ | $ | $ | |||||||||||||||||||
| Reconciling items: | |||||||||||||||||||||||
| Corporate & other | $ | ||||||||||||||||||||||
| Intangible amortization | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Restructuring and impairment charges (1) | |||||||||||||||||||||||
| Legal and other (2) | |||||||||||||||||||||||
| Interest expenses | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other charges (income), net | ( | ||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates | |||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||
(1)Certain restructuring charges of $3 million are excluded from the reconciling amount of $14 million as they are included within segment income.
(2)Legal and other consists of costs not directly related to core business results, including matters relating to commercial disputes, government regulatory and compliance, intellectual property, antitrust, tax, employment or shareholder issues, product liability claims, impairments and other costs such as acquisition and portfolio optimization related costs. For the six-month period ended September 25, 2026, legal and other included $144 million of costs associated with the intended spin-off of the CPI business and $33 million of costs related to acquisitions and portfolio optimization.
| ITS | RMS | CPI | Total | ||||||||||||||||||||
| Three-Months Ended September 26, 2025 | (In millions) | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Segment total cost of sales | ( | ( | ( | ||||||||||||||||||||
| Segment selling, general and administrative expenses | ( | ( | ( | ||||||||||||||||||||
| Segment income | $ | $ | $ | $ | |||||||||||||||||||
| Reconciling items: | |||||||||||||||||||||||
| Corporate & other | $ | ||||||||||||||||||||||
| Intangible amortization | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Restructuring and impairment charges (1) | |||||||||||||||||||||||
| Legal and other (2) | |||||||||||||||||||||||
| Interest expenses | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other charges (income), net | ( | ||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates | ( | ||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||
(1)The Company recognized a total of $41 million in asset impairments, inventory write-downs and other related charges as a result of a missile strike on its Mukachevo, Ukraine facility on August 21, 2025. Refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 for further details.
(2)Legal and other consists of costs not directly related to core business results and including matters relating to commercial disputes, government regulatory and compliance, intellectual property, antitrust, tax, employment or shareholder issues, product liability claims, impairments and other costs such as acquisition and portfolio optimization related costs. For the three-month period ended
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September 26, 2025, legal costs were primarily related to costs from acquisitions occurring in fiscal year 2025 and the first quarter of fiscal year 2026.
| ITS | RMS | CPI | Total | ||||||||||||||||||||
| Six-Months Ended September 26, 2025 | (In millions) | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Segment total cost of sales | ( | ( | ( | ||||||||||||||||||||
| Segment selling, general and administrative expenses | ( | ( | ( | ||||||||||||||||||||
| Segment income | $ | $ | $ | $ | |||||||||||||||||||
| Reconciling items: | |||||||||||||||||||||||
| Corporate & other | $ | ||||||||||||||||||||||
| Intangible amortization | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Restructuring and impairment charges (1) | |||||||||||||||||||||||
| Legal and other (2) | |||||||||||||||||||||||
| Interest expenses | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other charges (income), net | ( | ||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates | ( | ||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||
(1)The Company recognized a total of $41 million in asset impairments, inventory write-downs and other related charges as a result of a missile strike on its Mukachevo, Ukraine facility on August 21, 2025. Refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 for further details.
(2)Legal and other consists of costs not directly related to core business results and including matters relating to commercial disputes, government regulatory and compliance, intellectual property, antitrust, tax, employment or shareholder issues, product liability claims, impairments and other costs such as acquisition and portfolio optimization related costs. For the six-month period ended September 26, 2025 legal costs were primarily related to costs from acquisitions occurring in fiscal year 2025 and the first quarter of fiscal year 2026.
Corporate and Other primarily includes corporate service costs that are not included in the CODM's assessment of the performance of each of the identified reportable segments.
The Company provides an overall platform of assets and services, which the segments utilize for the benefit of their various customers. The shared assets and services are contained within the Company's global manufacturing and design operations and include manufacturing and design facilities. Many of the underlying manufacturing and design assets are co-mingled in the operating campuses and are compatible to operate across segments and highly interchangeable throughout the platform. Given the highly interchangeable nature of the assets, they are not separately identified by segment nor reported by segment to the Company's CODM.
Property and equipment on a segment basis is not separately identified and is not internally reported by segment to the Company's CODM as described above.
Total depreciation expense, including amounts allocated to the reportable segments and Corporate and Other for the three and six-month periods ended September 25, 2026 and September 26, 2025 are as follows:
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| (In millions) | (In millions) | ||||||||||||||||||||||
| Depreciation expense: | |||||||||||||||||||||||
| Integrated Technology Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Regulated Manufacturing Solutions | |||||||||||||||||||||||
| Cloud and Power Infrastructure | |||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||
| Total depreciation expense | $ | $ | $ | $ | |||||||||||||||||||
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16. RESTRUCTURING CHARGES
The Company continued to improve operational efficiencies through targeted restructuring activities during the second quarter of fiscal year 2027. During the six-month period ended September 25, 2026, the Company recognized $17 million of restructuring and impairment charges, of which $15 million was related to restructuring charges and $2 million related to impairment charges.
The following table summarizes the provisions, respective payments, and remaining accrued balance for restructuring charges incurred as of September 25, 2026:
| Total | |||||||||||||||||
| (In millions) | |||||||||||||||||
Balance as of March 31, 2026 | $ | ||||||||||||||||
Provision for net charges incurred | |||||||||||||||||
Cash payments | ( | ||||||||||||||||
Non-cash reductions | ( | ||||||||||||||||
Balance as of September 25, 2026 | |||||||||||||||||
| Less: Current portion (classified as other current liabilities) | |||||||||||||||||
| Accrued restructuring costs, net of current portion (classified as other non-current liabilities) | $ | ||||||||||||||||
17. SUBSEQUENT EVENTS
EPC Power Corp. Acquisition
On October 14, 2026, the Company completed the acquisition of 100 % ownership of EPC Power Corp. (EPC Power), a leading provider of intelligent power conversion solutions for data centers and grid applications for total consideration of approximately $4.4 billion in cash. The transaction remains subject to customary adjustments. Because the acquisition was not completed as of September 25, 2026, no assets acquired or liabilities assumed have been recorded in the Company's condensed consolidated balance sheet as of September 25, 2026. EPC Power will be included in the CPI segment. The Company is in the process of evaluating the accounting implications of the transaction, including the identification and valuation of assets acquired and liabilities assumed. Accordingly, disclosures required under ASC 805 related to the purchase price allocation cannot be made at this time.
Pro Forma Information
The table below presents selected pro forma information for the three and six-month periods ended September 25, 2026 and September 26, 2025, assuming that the acquisition had occurred on April 1, 2025 (the beginning of the Company's 2026 fiscal year). This pro forma information does not purport to represent what the actual results of operations of the Company would have been, had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods.
| Three-Month Periods Ended | Six-Month Periods Ended | |||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | |||||||||||
| (In millions) | ||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||
| Operating income (1) | ||||||||||||||
| Net income (2) | $ | $ | $ | $ | ||||||||||
(1) In addition to EPC Power's results for the period, operating income includes pro forma amortization expense of $23 1 billion. Amortization expense is a reconciling item between operating income and segment income. Refer to note 15 "Segment Reporting" for more details.
(2) In addition to EPC Power's results for the period and associated tax effects, net income includes the following pro forma adjustments:
- Amortization expense of $23 1 billion.
- Interest expense of $57 3.3 billion credit agreement and $1.1 billion bridge credit agreement entered into to finance the EPC Power acquisition.
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Subsequent Liquidity and Capital Resource Events
On September 29, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”), which provides for a senior term loan credit facility (the “Credit Facility”) with aggregate commitments of $3.3 billion. On October 14, 2026, the Company borrowed the full $3.3 billion available under the Credit Facility. The Credit Facility matures on October 13, 2027.
On October 9, 2026, the Company entered into a Bridge Credit Agreement (the “Bridge Credit Agreement”), which provides for a senior bridge term loan credit facility (the “Bridge Credit Facility”) with aggregate commitments of $1.1 billion. On October 14, 2026, the Company borrowed the full $1.1 billion available under the Bridge Credit Facility. The Bridge Credit Facility matures on October 13, 2027.
The aggregate $4.4 billion of proceeds from the Credit Facility and Bridge Credit Facility (collectively “the EPC Facilities”) were used to finance the Company’s acquisition of EPC Power Corp. (“EPC Power”), which was completed on October 14, 2026.
On October 2, 2026, Axiom entered into a Series A Convertible Preferred Stock Investment Agreement (the “Preferred Investment Agreement”) with certain third-party investors, pursuant to which the investors agreed to purchase 200,000 shares of Axiom’s Series A Convertible Preferred Stock for an aggregate purchase price of $2.0 billion in a private placement (the “Preferred Investment”).
The $4.4 billion in EPC Facilities maturing October 2027 are expected to transfer to Axiom concurrent with the expected spin-off of Flex’s CPI segment in the first quarter of calendar year 2027. Should the $2.0 billion Preferred Investment fund prior to the CPI spin-off, Preferred Investment proceeds will reduce the EPC Facilities and the net EPC Facilities, and Preferred Investment are expected to transfer to Axiom concurrent with the CPI spin-off.
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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, except as required by law. 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 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, 2026. In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.
OVERVIEW
We are the advanced, end-to-end manufacturing partner of choice that helps a diverse customer base design, build, deliver and manage innovative products that improve the world. Through the collective strength of a global workforce across approximately 30 countries with responsible, sustainable operations, we deliver technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets. Our full suite of specialized capabilities includes design and engineering, supply chain, manufacturing, and integrated services, plus a portfolio of power and cooling products. Over time, we have built differentiated scale and expertise across both technology-driven and regulated markets, enabling us to support customers with increasingly complex product, infrastructure, and compliance requirements. We partner with customers across a diverse set of industries including data center, communications, enterprise, consumer, automotive, industrial, healthcare, and power. As of September 25, 2026, our three operating and reportable segments were as follows:
•Integrated Technology Solutions ("ITS"), which is comprised of the following end markets:
◦Communications, high speed networking, enterprise, and satellite communications systems
◦Lifestyle, premium products across commercial, home and personal product categories
•Regulated Manufacturing Solutions ("RMS"), which is comprised of the following end markets:
◦Industrial, mission-critical automation, energy, and industrial infrastructure
◦Automotive, compute and power electronic platforms, and integrated systems
◦Healthcare, regulated manufacturing for medical devices, drug delivery and equipment
•Cloud and Power Infrastructure ("CPI"), which is comprised of the following end markets:
◦Cloud and Cooling, integrated compute systems supporting power-dense digital infrastructure deployments, and advanced liquid cooling solutions supporting higher-density, power-intensive rack architectures
◦Power, utility and facility-level electrical infrastructure enabling reliable, scalable power delivery and high-density rack and board-level power systems supporting power-intensive compute workloads
Our strategy is to provide customers with a full range of cost competitive, vertically-integrated global supply chain solutions through which we can design, build, ship and service a complete packaged product for our customers. This enables our customers to leverage our supply chain solutions to meet their product requirements throughout the entire product lifecycle.
In today’s business landscape, we are witnessing greater product diversification by many companies, primarily in the technology sector, along with increased product complexity. These companies now require unique and customized manufacturing and supply chain solutions that meet their evolving requirements.
We use a portfolio approach to manage our extensive service offerings. As our customers change the way they go to market, we have the capability to reorganize and rebalance our business portfolio in order to align with our customers' needs and requirements in an effort to optimize operating results. The objective of our business model is to allow us to be flexible and
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redeploy and reposition our assets and resources as necessary to meet specific customers' supply chain solution needs across all the markets we serve and earn a return on our invested capital above the weighted average cost of that capital.
We believe that our strategy has positioned us to take advantage of the long-term, future growth prospects for outsourcing of advanced manufacturing capabilities, design and engineering services and after-market services.
We are continuously evaluating our capital structure in response to the current environment and expect that our current financial condition, including our liquidity sources are adequate to fund future commitments. See additional discussion in the Liquidity and Capital Resources section below.
Russian Invasion of Ukraine and Middle East Conflicts
We continue to monitor and respond to the conflict in Ukraine and the associated sanctions and other restrictions. We also are monitoring and responding to the Israel-Hamas conflict and recent U.S. and Israeli military operations in Iran. The full impact of these conflicts on our business operations and financial performance remains uncertain and will depend on future developments, including the severity and duration of the conflicts and their impact on regional and global economic conditions. We will continue to monitor the conflicts and assess the related restrictions and other effects and pursue prudent decisions for our team members, customers, and business.
During the fiscal year ended March 31, 2026, we recognized $51 million in asset impairments, inventory write-downs and other charges as a result of a missile strike on our Mukachevo, Ukraine facility in Western Ukraine on August 21, 2025. The missile strike represents an unusual and infrequent event as hostilities related to the Russian invasion of Ukraine have been primarily focused in Eastern Ukraine. The missile strike caused substantial physical damage and disrupted normal operations at the facility. In response, we activated contingency manufacturing plans and transitioned production to alternative facilities. During the three-month period ended September 25, 2026, the site has continued to follow the management plan as restoration activities progress in Mukachevo. We expect to incur additional immaterial near-term inefficiencies. For further information, refer to Item 1A, “Risk Factors - Global economic conditions and geopolitical uncertainty have in the past adversely affected, and could in the future adversely affect, our business, results of operations, financial condition, and access to capital markets.” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
Tariffs
The U.S. tariffs initially announced in April 2025, which continue to evolve, and other countries' potential retaliatory tariffs and import/export restrictions may materially increase our product input costs and negatively affect global economic conditions, contracting customer demand. As a contract manufacturer, we expect to recover the cost of tariffs by passing tariff costs to our customers which would increase net sales, decrease operating income margins, and negatively affect operating cash flow timing as we recover paid tariffs from our customers. During the three and six-month periods ended September 25, 2026, tariff costs paid and recoveries from our customers impacted our revenues and costs of goods by less than one percent and had a negligible impact on our profitability. If, in the future, we are no longer able to fully pass through these tariffs, our results from operations and cash flows would be negatively impacted. On February 20, 2026, the U.S. Supreme Court struck down tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") and on April 20, 2026, the U.S. government opened a system to facilitate refunds for IEEPA tariffs paid. We have requested and received the majority of our requested IEEPA tariff refunds and do not expect refunds received will have a material effect on our financial performance. We will continue to monitor changes in global trade policy and employ measures to mitigate the impact of tariffs and leverage competitive opportunities. However, despite these efforts, the Company may not be able to fully mitigate the impact of changes in trade policies. For further information, refer to Item 1A, “Risk Factors - Tariffs, trade restrictions, export controls, and changes in trade policy, including heightened trade volatility and uncertainty regarding trade agreements, have in the past adversely affected, and could in the future adversely affect, our business, results of operations, and financial condition” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
Memory Pricing Environment
During the first half of fiscal year 2027, market prices for memory components, including DRAM and NAND products, remained elevated as industry supply continued to be constrained by strong demand from AI and data center applications. The Company generally expects to pass through increases in memory costs to its customers, where contractual mechanisms permit recovery of component cost increases, however, sustained increases in memory pricing could continue to favorably impact net sales, while unfavorably impacting our gross profit percentage and increasing inventory balances and working capital requirements. For further information, refer to "Risk Factors - Supply chain disruptions and demand forecasting failures have in the past adversely affected, and could in the future adversely affect, our ability to meet customer demand, and lead to higher costs, or result in excess or obsolete inventory." in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
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Business Overview
We are one of the world's largest providers of global supply chain solutions, with revenues of $16.4 billion for the six-month period ended September 25, 2026, and $27.9 billion in the fiscal year ended March 31, 2026. We have established an extensive network of manufacturing facilities in the world's major markets (Asia, the Americas, and Europe) to serve the outsourcing needs of both multinational and regional customers. We design, build, ship, and service consumer and enterprise products for our customers through a network of more than 100 facilities across approximately 30 countries on four continents. The following tables set forth the relative percentages and dollar amounts of net sales by region and by country, and net property and equipment by country, based on the location of our manufacturing sites:
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net sales by region: | |||||||||||||||||||||||||||||||||||||||||||||||
| Americas | $ | 4,420 | 52 | % | $ | 3,400 | 50 | % | $ | 8,591 | 52 | % | $ | 6,764 | 51 | % | |||||||||||||||||||||||||||||||
| Asia | 2,586 | 30 | % | 2,019 | 30 | % | 4,929 | 30 | % | 3,889 | 29 | % | |||||||||||||||||||||||||||||||||||
| Europe | 1,485 | 18 | % | 1,385 | 20 | % | 2,899 | 18 | % | 2,726 | 20 | % | |||||||||||||||||||||||||||||||||||
| $ | 8,491 | $ | 6,804 | $ | 16,419 | $ | 13,379 | ||||||||||||||||||||||||||||||||||||||||
| Net sales by country: | |||||||||||||||||||||||||||||||||||||||||||||||
| Mexico | $ | 2,457 | 29 | % | $ | 1,688 | 25 | % | $ | 4,658 | 28 | % | $ | 3,397 | 25 | % | |||||||||||||||||||||||||||||||
| U.S. | 1,471 | 17 | % | 1,336 | 20 | % | 2,960 | 18 | % | 2,619 | 20 | % | |||||||||||||||||||||||||||||||||||
| China | 1,254 | 15 | % | 1,123 | 17 | % | 2,372 | 14 | % | 2,195 | 16 | % | |||||||||||||||||||||||||||||||||||
| Malaysia | 1,055 | 12 | % | 656 | 10 | % | 2,006 | 12 | % | 1,253 | 9 | % | |||||||||||||||||||||||||||||||||||
| Brazil | 469 | 6 | % | 355 | 5 | % | 929 | 6 | % | 709 | 5 | % | |||||||||||||||||||||||||||||||||||
| Hungary | 329 | 4 | % | 342 | 5 | % | 623 | 4 | % | 688 | 5 | % | |||||||||||||||||||||||||||||||||||
| Other | 1,456 | 17 | % | 1,304 | 18 | % | 2,871 | 18 | % | 2,518 | 20 | % | |||||||||||||||||||||||||||||||||||
| $ | 8,491 | $ | 6,804 | $ | 16,419 | $ | 13,379 | ||||||||||||||||||||||||||||||||||||||||
| As of | As of | ||||||||||||||||||||||
| September 25, 2026 | March 31, 2026 | ||||||||||||||||||||||
| Property and equipment, net: | (In millions) | ||||||||||||||||||||||
| Mexico | $ | 1,048 | 37 | % | $ | 891 | 36 | % | |||||||||||||||
| U.S. | 559 | 20 | % | 443 | 18 | % | |||||||||||||||||
| China | 297 | 10 | % | 306 | 12 | % | |||||||||||||||||
| Malaysia | 236 | 8 | % | 191 | 8 | % | |||||||||||||||||
| Hungary | 171 | 6 | % | 165 | 7 | % | |||||||||||||||||
| Brazil | 78 | 3 | % | 79 | 3 | % | |||||||||||||||||
| Other | 460 | 16 | % | 430 | 16 | % | |||||||||||||||||
| $ | 2,849 | $ | 2,505 | ||||||||||||||||||||
We believe that the combination of our extensive open innovation platform solutions, design and engineering services, advanced supply chain management solutions and services, significant scale and global presence, and manufacturing campuses, including many in low-cost geographic areas, provide us with a competitive advantage and strong differentiation in the market for designing, manufacturing and servicing products for leading multinational and regional customers. Specifically, we offer our customers the ability to simplify their global product development, manufacturing process, and after-sales services, and enable them to meaningfully accelerate their time to market and cost savings.
Our operating results are affected by a number of factors, including the following:
•global economic conditions, including inflationary pressures, currency volatility, stagflation, slower economic growth or recession, high or rising interest rates, trade conflicts, tariffs, geopolitical uncertainty and instability in financial markets;
• the mix of the manufacturing services we are providing, the number, size, and complexity of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, and other factors;
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• the effects on our business when our customers are not successful in marketing their products, or when their products do not gain widespread commercial acceptance;
•our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our customers;
• the effects on our business due to certain customers' products having short product lifecycles, our customers' ability to cancel or delay orders or change production quantities or locations, the short-term nature of our customers' commitments and rapid changes in demand;
• the effects that current credit and market conditions could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations;
• the impacts on our business due to supply chain issues, including component shortages, disruptions in transportation or other supply chain related constraints including disruptions in international commerce as a result of disruptions in the Strait of Hormuz and the Red Sea, including as a result of attacks on shipping vessels;
• integration of acquired businesses and facilities;
• increased labor costs due to adverse labor conditions in the markets we operate;
• changes in tax legislation;
• changes in trade regulations and treaties; and
• exposure to infectious disease, epidemics and pandemics on our business operations in geographic locations impacted by an outbreak and on the business operations of our customers and suppliers.
We are also subject to other risks as outlined in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Due to global economic conditions, including the impact of ongoing trade conflicts and tariffs, and geopolitical conflicts (including the Russian invasion of Ukraine and recent U.S. and Israeli military operations in Iran), there has been and we expect there will continue to be uncertainty and disruption in the global economy and financial markets. We have made estimates and assumptions taking into consideration certain possible impacts due to the foregoing factors. These estimates may change, as new events occur, and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur.
Refer to the accounting policies under 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, 2026, where we discuss our more significant judgments and estimates used in the preparation of the condensed consolidated financial statements.
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RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain statements of operations data expressed as a percentage of net sales (amounts may not sum due to rounding). The financial information and the discussion below should be read together with the condensed consolidated financial statements and notes thereto included in this document. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Cost of sales | 90.3 | 90.8 | 90.4 | 90.9 | |||||||||||||||||||
| Restructuring charges | 0.1 | 0.2 | 0.1 | 0.2 | |||||||||||||||||||
| Gross profit | 9.6 | 9.0 | 9.5 | 8.9 | |||||||||||||||||||
| Selling, general and administrative expenses | 4.4 | 3.8 | 4.3 | 3.7 | |||||||||||||||||||
| Restructuring and impairment charges (reversal) | — | 0.6 | — | 0.4 | |||||||||||||||||||
| Intangible amortization | 0.3 | 0.2 | 0.3 | 0.3 | |||||||||||||||||||
| Operating income | 4.9 | 4.4 | 4.9 | 4.5 | |||||||||||||||||||
| Interest expense | 0.8 | 0.8 | 0.8 | 0.8 | |||||||||||||||||||
| Interest income | 0.2 | 0.1 | 0.2 | 0.2 | |||||||||||||||||||
| Other charges (income), net | (0.1) | (0.1) | (0.2) | (0.1) | |||||||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates | — | (0.1) | 0.0 | (0.2) | |||||||||||||||||||
| Income before income taxes | 4.4 | 3.9 | 4.5 | 3.8 | |||||||||||||||||||
| Provision for income taxes | 1.3 | 1.0 | 1.2 | 0.9 | |||||||||||||||||||
| Net income | 3.1 | % | 2.9 | % | 3.3 | % | 2.9 | % | |||||||||||||||
Net sales
The following table sets forth our net sales by segment, and their relative percentages (the sum of the individual percentages may not equal 100% due to rounding):
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||||||||||||||
| Integrated Technology Solutions | $ | 3,306 | 38 | % | $ | 2,720 | 40 | % | $ | 6,362 | 39 | % | $ | 5,278 | 40 | % | |||||||||||||||||||||||||||||||
| Regulated Manufacturing Solutions | 2,677 | 32 | % | 2,454 | 36 | % | 5,347 | 32 | % | 4,845 | 36 | % | |||||||||||||||||||||||||||||||||||
| Cloud and Power Infrastructure | 2,508 | 30 | % | 1,630 | 24 | % | 4,710 | 29 | % | 3,256 | 24 | % | |||||||||||||||||||||||||||||||||||
| $ | 8,491 | $ | 6,804 | $ | 16,419 | $ | 13,379 | ||||||||||||||||||||||||||||||||||||||||
Net sales during the three-month period ended September 25, 2026 totaled $8.5 billion, representing an increase of $1.7 billion, or 25% from $6.8 billion during the three-month period ended September 26, 2025. Net sales for our ITS segment increased $0.6 billion, or 22% from the three-month period ended September 26, 2025, primarily driven by strong growth in Communications business due to increased demand and increased memory pricing in both Communications and our Lifestyle businesses. Net sales for our RMS segment increased $0.2 billion, or 9% from the three-month period ended September 26, 2025, which was primarily driven by strong growth in Industrial. Net sales for our CPI segment increased $0.9 billion, or 54% from the three-month period ended September 26, 2025, which was driven by continued strength in both Power and Cloud & Cooling and $0.1 billion in net sales related to the May 1, 2026 EPP acquisition. Net sales increased $1.0 billion in the Americas, $0.6 billion in Asia, and $0.1 billion in Europe for a total increase of $1.7 billion.
Net sales during the six-month period ended September 25, 2026, totaled $16.4 billion, representing an increase of $3.0 billion or 23% from $13.4 billion during the six-month period ended September 26, 2025. Net sales for our ITS segment increased $1.1 billion, or 21% from the six-month period ended September 26, 2025, primarily driven by strong growth in Communications business due to increased demand and increased memory pricing in both Communications and our Lifestyle
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businesses. Net sales for our RMS segment increased $0.5 billion, or 10% from the six-month period ended September 26, 2025, primarily driven by strong growth in Industrial. Net sales for our CPI segment increased $1.5 billion or 45% from the six-month period ended September 26, 2025 primarily driven by continued strength in Power and Cloud & Cooling and $0.2 billion in net sales related to the May 1, 2026 EPP acquisition. Net sales increased $1.8 billion in the Americas, $1.0 billion in Asia, and $0.2 billion in Europe for a total increase of $3.0 billion.
Our ten largest customers during the three and six-month periods ended September 25, 2026, accounted for approximately 50% and 49%, respectively, of net sales. A significant customer accounted for 14% and 13% of net sales for the three and six-month periods ending September 25, 2026, respectively. The majority of the revenue with this customer is included within the CPI segment. No other customer accounted for more than 10% of net sales during the three and six-month periods ended September 25, 2026, or September 26, 2025.
Cost of sales
Cost of sales is affected by a number of factors, including the number and size of new manufacturing programs, product mix, labor cost fluctuations by region, component costs and availability and capacity utilization.
Cost of sales during the three-month period ended September 25, 2026, totaled $7.7 billion, representing an increase of $1.5 billion, or 24% from $6.2 billion during the three-month period ended September 26, 2025. The higher cost of sales for the three-month period ended September 25, 2026, was primarily driven by a $1.7 billion, or 25%, increase in consolidated sales. Cost of sales in our ITS segment for the three-month period ended September 25, 2026, increased by 22% from the three-month period ended September 26, 2025, in line with revenue growth. Cost of sales in our RMS segment for the three-month period ended September 25, 2026 increased by 9% from the three-month period ended September 26, 2025, in line with revenue growth. Cost of sales in our CPI segment for the three-month period ended September 25, 2026 increased by 51% from the three-month period ended September 26, 2025, below the 54% revenue growth for the segment. Lower CPI cost of sales was primarily attributed to margin expansion in both Power and Cloud & Cooling and favorable Power mix.
Cost of sales during the six-month period ended September 25, 2026 totaled $14.8 billion, representing an increase of $2.7 billion or 22% from the $12.2 billion during the six-month period ended September 26, 2025. The higher cost of sales for the six-month period ended September 25, 2026 was primarily driven by revenue growth. Cost of sales in our ITS segment for the six-month period ended September 25, 2026 increased by 21% from the six-month period ended September 26, 2025 in line with revenue growth. Cost of sales in our RMS segment for the six-month period ended September 25, 2026 increased by 9% from the six-month period ended September 26, 2025, in line with revenue growth. Cost of sales in our CPI segment for the six-month period ended September 25, 2026 increased by 43% from the six-month period ended September 26, 2025, compared to revenue growth of 45%. The improvement was driven by margin expansion in both Power and Cloud & Cooling and favorable Power mix.
Gross profit
Gross profit is affected by fluctuations in net sales and cost of sales elements as outlined above and further by a number of factors, including product lifecycles, unit volumes, product mix, pricing, competition, new product introductions, and the expansion or consolidation of manufacturing facilities, as well as specific restructuring activities initiated from time to time. The flexible design of our manufacturing processes allows us to manufacture a broad range of products in our facilities and better utilize our manufacturing capacity across our diverse geographic footprint and service customers from all markets. In the case of new programs, profitability normally lags revenue growth due to product start-up costs, lower manufacturing program volumes in the start-up phase, operational inefficiencies, and under-absorbed overhead. Gross margin for these programs often improves over time as manufacturing volumes increase, as our utilization rates and overhead absorption improve, and as we increase the level of manufacturing services content. As a result of these various factors, our gross margin varies from period to period.
Gross profit during the three-month period ended September 25, 2026 increased $0.2 billion to $0.8 billion, or 9.6% of net sales, from $0.6 billion, or 9.0% of net sales, during the three-month period ended September 26, 2025. Gross margin improved 60 basis points year over year primarily due to favorable mix and continued operational execution.
Gross profit during the six-month period ended September 25, 2026 increased $0.4 billion to $1.6 billion, or 9.5% of net sales from $1.2 billion, or 8.9% of net sales, during the six-month period ended September 26, 2025. Gross margin improved 60 basis points year over year primarily due to favorable mix and continued operational execution.
Segment income
An operating segment's performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include
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amortization of intangibles, stock-based compensation, certain restructuring and impairment charges, customer related asset impairment, legal and other, interest expense, interest income, other charges (income), net, and equity in earnings of unconsolidated affiliates. A portion of depreciation is allocated to the respective segments, together with other general corporate, research and development and administrative expenses.
The Company's Chief Executive Officer is our Chief Operating Decision Maker ("CODM") who compares actual segment income to budgeted financial performance in evaluating how we allocate resources, assess performance and make strategic and operational decisions.
The following table sets forth segment income and margins. Segment margins in the table below may not recalculate exactly due to rounding.
| Three-Month Periods Ended | Six-Month Periods Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 25, 2026 | September 26, 2025 | September 25, 2026 | September 26, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Segment income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Integrated Technology Solutions | $ | 181 | 5.5 | % | $ | 144 | 5.3 | % | $ | 339 | 5.3 | % | $ | 275 | 5.2 | % | |||||||||||||||||||||||||||||||
| Regulated Manufacturing Solutions | 172 | 6.4 | % | 144 | 5.9 | % | 348 | 6.5 | % | 270 | 5.6 | % | |||||||||||||||||||||||||||||||||||
| Cloud and Power Infrastructure | 268 | 10.7 | % | 136 | 8.3 | % | 482 | 10.2 | % | 291 | 8.9 | % | |||||||||||||||||||||||||||||||||||
ITS segment margin increased 20 basis points to 5.5% for the three-month period ended September 25, 2026, compared to 5.3% for the three-month period ended September 26, 2025, primarily driven by growth in the higher margin Communications business. ITS segment margin increased 10 basis points with segment income increasing to $339 million for the six-month period ended September 25, 2026, compared to $275 million for the six-month period ended September 26, 2025, also driven by the Communications business.
RMS segment margin increased 50 basis points to 6.4% for the three-month period ended September 25, 2026, compared to 5.9% for the three-month period ended September 26, 2025, primarily due to favorable product mix and higher demand within Industrial. RMS segment margin increased 90 basis points with segment income increasing to $348 million for the six-month period ended September 25, 2026, compared to $270 million for the six-month period ended September 26, 2025, also driven by Industrial.
CPI segment margin increased 240 basis points to 10.7% for the three-month period ended September 25, 2026, compared to 8.3% for the three-month period ended September 26, 2025, driven by continued strength in both Power and Cloud & Cooling and favorable Power mix. CPI segment margin increased 130 basis points with segment income increasing to $482 million for the six-month period ended September 25, 2026, compared to $291 million for the six-month period ended September 26, 2025, also driven by continued strength in both Power and Cloud & Cooling and favorable Power mix.
Restructuring and impairment charges
We undertook targeted restructuring activities to improve operational efficiencies by reducing excess workforce capacity. During the three and six-month periods ended September 25, 2026, we recognized $15 million and $17 million of restructuring charges primarily related to employee severance.
Selling, general and administrative expenses
Selling, general and administrative expenses (“SG&A”) was $0.4 billion, or 4% of net sales, during the three-month period ended September 25, 2026, increasing by $111 million compared to the three-month period ended September 26, 2025. The increase was largely driven by $110 million of expenses related to the intended CPI spin-off and recent acquisitions. SG&A was $705 million, or 4% of net sales, during the six-month period ended September 25, 2026, increasing by $212 million compared to the six-month period ended September 26, 2025, primarily driven by $177 million of expenses related to the intended CPI spin-off and recent acquisitions, $23 million of increased stock-based compensation expense and growth of the business.
Intangible amortization
Amortization of intangible assets increased to $27 million for the three-month period ended September 25, 2026, compared to $16 million in the previous year due to the EPP acquisition in the first quarter of fiscal year 2027. Amortization increased to $50 million during the six-month period ended September 25, 2026, compared to $37 million in the previous year due to the EPP acquisition.
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Interest expense
Interest expense increased to $69 million for the three-month period ended September 25, 2026, from $52 million during the three-month period ended September 26, 2025, primarily due to a full quarter of interest from the $1.45 billion credit facility loan. Interest expense increased to $129 million for the six-month period ended September 25, 2026, from $103 million during the six-month period ended September 26, 2025, primarily due to interest expense from the $1.45 billion credit facility loan, partially offset by a decrease in interest expense due to repayment of senior notes that matured in 2026.
Interest income
Interest income increased to $13 million for the three-month period ended September 25, 2026 from $10 million for the same period in fiscal year 2026, primarily due to higher interest rates and higher cash balances. Interest income increased to $26 million for the six-month period ended September 25, 2026, from the $23 million during the six-month period ended September 26, 2025, primarily due to higher interest rates and higher cash balances.
Other charges (income), net
Other charges (income), net was $(7) million during the three-month period ended September 25, 2026 compared to $(13) million during the three-month period ended September 26, 2025. The reduction in other charges (income) was primarily due to lower income from the tax receivable agreement related to fiscal year 2024's Nextracker spin-off.
Other charges (income), net increased to $(44) million during the six-month period ended September 25, 2026 compared to $(6) million during the six-month period ended September 26, 2025, primarily due to the sale of a non-strategic North American business, generating a gain on sale of $48 million. This was partially offset by losses related to foreign exchange.
Equity in earnings (losses) of unconsolidated affiliates
Equity in earnings of unconsolidated affiliates was $5 million during the three-month period ended September 25, 2026, compared to equity in losses of $5 million in the three-month period ended September 26, 2025, primarily due to gains recorded in certain equity investments.
There was no equity in losses of unconsolidated affiliates during the six-month period ended September 25, 2026, compared to equity in losses of $25 million in the six-month period ended September 26, 2025, primarily due to a $17 million loss related to a specific venture capital fund in the three-month period ended June 27, 2025.
Income taxes
Certain of our subsidiaries, at various times, have been granted tax relief in their respective countries, resulting in lower income taxes than would otherwise be the case under ordinary tax rates. Refer to note 15, “Income Taxes” of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 for further discussion.
The consolidated effective tax rate was 29% and 27% for the three and six-month periods ended September 25, 2026, respectively, and 24% and 23% for the three and six month periods ended September 26, 2025, respectively. The effective tax rate varies from the Singapore statutory rate of 17% as a result of recognition of earnings in different jurisdictions (we generate most of our revenues and profits from operations outside of Singapore), operating loss carryforwards, income tax credits, release of previously established valuation allowances for deferred tax assets, liabilities for uncertain tax positions, as well as the effects of certain tax holidays and incentives granted to our subsidiaries primarily in China, Costa Rica, Malaysia, the Netherlands and Israel. The effective tax rate for the three-month period ended September 25, 2026 was higher than the effective tax rate for the three-month period ended September 26, 2025 for a variety of reasons, primarily due to the changing jurisdictional mix of income as well as the additional one-time tax impacts related to the previously announced expected spin-off transaction.
The OECD Pillar Two Global Anti-Base Erosion (“GloBE”) model rules, issued under the OECD Inclusive Framework on Base Erosion and Profit Shifting, introduce a global minimum tax of 15% applicable to multinational enterprise groups with consolidated financial statement revenue in excess of €750 million. As of September 25, 2026 the Company has reflected all estimated impacts of the Pillar Two GloBE minimum tax accordingly within its estimated annual effective tax rate for the year.
Net income
Net income was $263 million during the three-month period ended September 25, 2026, compared to $199 million during the three-month period ended September 26, 2025, and net income was $548 million during the six-month period ended September 25, 2026 compared to $391 million in the six-month period ended September 26, 2025, driven by the factors discussed above.
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LIQUIDITY AND CAPITAL RESOURCES
We continuously evaluate our ability to meet our obligations over the next 12 months and beyond and proactively reset our capital structure to improve maturities and liquidity. We expect that our current financial condition, including our liquidity sources are adequate to fund current and future commitments. As of September 25, 2026, we had cash and cash equivalents of approximately $3.1 billion, bank and other borrowings of approximately $5.2 billion and a $2.75 billion revolving credit facility under which we had no borrowings outstanding. As of September 25, 2026, we were in compliance with the covenants under all of our credit facilities and indentures; we also expect to remain in compliance with the covenants in the upcoming 12 months for our credit facilities and indentures.
Cash provided by operating activities was $0.8 billion during the six-month period ended September 25, 2026, primarily driven by $0.5 billion of net income for the period plus $0.3 billion of non-cash charges such as depreciation and amortization. Cash provided by operating activities for the six-month period ended September 25, 2026 was negatively impacted by $85 million of separation costs incurred in connection with the announced intention to spin-off Flex's CPI segment.
We believe net working capital is a key metric that measures our liquidity. Net working capital is calculated as current assets less current liabilities. Net working capital increased $0.8 billion to $5.1 billion as of September 25, 2026, from $4.3 billion as of March 31, 2026. The increase was primarily the result of a $1.5 billion increase in our inventory balance, a $1.1 billion increase in net accounts receivable, and a $0.7 billion increase in cash and cash equivalents, partially offset by increases of $1.7 billion in accounts payable and $1 billion in other current liabilities.
Net cash used in investing activities was $1.5 billion during the six-month period ended September 25, 2026. This was primarily driven by $1.1 billion paid for the EPP business acquisition during the period as well as $0.5 billion of capital expenditures, partially offset by $0.1 billion of proceeds from the divestiture of a non-core business.
Cash provided by financing activities was $1.4 billion during the six-month period ended September 25, 2026, which was primarily driven by $2.8 billion of net proceeds from borrowings under the $1.45 billion credit agreement and its syndication. This was offset by $1.4 billion of repayments on long term debts during the period. Refer to Note 6 to the condensed, consolidated financial statements in Item 1, "Financial Statements" for additional details.
We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments, fund acquisitions, repurchase company shares and for certain other activities. Our free cash flow is defined as cash from operations, less net purchases of property and equipment allowing us to present adjusted cash flows on a consistent basis for investors. Our free cash flow for the six-month periods ended September 25, 2026 and September 26, 2025 were inflows of $302 million and $573 million, respectively. Free cash flow is not a measure of liquidity under U.S. GAAP, and may not be defined and calculated by other companies in the same manner. Free cash flow should not be considered in isolation or as an alternative to net cash provided by operating activities. Free cash flow reconciles to the most directly comparable GAAP financial measure of net cash provided by operations as follows:
| Six-Month Periods Ended | |||||||||||
| September 25, 2026 | September 26, 2025 | ||||||||||
| (In millions) | |||||||||||
| Net cash provided by operating activities | $ | 777 | $ | 852 | |||||||
| Purchases of property and equipment | (477) | (283) | |||||||||
| Proceeds from the disposition of property and equipment | 2 | 4 | |||||||||
| Free cash flow | $ | 302 | $ | 573 | |||||||
Our cash balances are generated and held in numerous locations throughout the world. Liquidity is affected by many factors, some of which are based on normal ongoing operations of the business and some of which arise from fluctuations related to global economics and markets. Local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances; however, any current restrictions are not material. We do not currently expect such regulations and restrictions to impact our ability to pay vendors and conduct operations throughout the global organization. We believe that our existing cash balances, together with anticipated cash flows from operations and borrowings available under our credit facilities, will be sufficient to fund our operations through at least the next twelve-month period. As of September 25, 2026, and March 31, 2026, approximately 22% and 62%, respectively, of our cash and cash equivalents were held by foreign subsidiaries outside of Singapore. Although substantially all of the amounts held outside of Singapore could be repatriated under current laws, a significant amount could be subject to income tax withholdings. We provide for tax liabilities on these amounts for financial statement purposes, except for certain of our foreign earnings that are considered indefinitely reinvested outside of
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Singapore (approximately $0.9 billion as of March 31, 2026). Repatriation could result in an additional income tax payment; however, for the majority of our foreign entities, our intent is to permanently reinvest these funds outside of Singapore and our current plans do not demonstrate a need to repatriate them to fund our operations in jurisdictions outside of where they are held. Where local restrictions prevent an efficient intercompany transfer of funds, our intent is that cash balances would remain outside of Singapore and we would meet our liquidity needs through ongoing cash flows, external borrowings, or both.
Future liquidity needs will depend on fluctuations in levels of inventory, accounts receivable and accounts payable, the timing of capital expenditures for new equipment, the extent to which we utilize operating leases for new facilities and equipment, and the levels of shipments and changes in the volumes of customer orders.
We maintain a commercial paper program which provides short-term financing under which there were no borrowings outstanding as of September 25, 2026.
Historically, we have funded operations from cash and cash equivalents generated from operations, proceeds from public offerings of equity and debt securities, bank debt and lease financings. We may enter into debt and equity financings, sales of accounts receivable and lease transactions to fund acquisitions and anticipated growth as needed.
The sale or issuance of equity or convertible debt securities could result in dilution to current shareholders. Further, we may issue debt securities that have rights and privileges senior to those of holders of ordinary shares, and the terms of this debt could impose restrictions on operations and could increase debt service obligations. This increased indebtedness could limit our flexibility as a result of debt service requirements and restrictive covenants, potentially affect our credit ratings, and may limit our ability to access additional capital or execute our business strategy. Any downgrades in credit ratings could adversely affect our ability to borrow as a result of more restrictive borrowing terms. We continue to assess our capital structure and evaluate the merits of redeploying available cash to reduce existing debt or repurchase ordinary shares.
Under our current share repurchase program, our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $2.0 billion in accordance with the share purchase mandate approved by our shareholders at the date of the most recent Annual General Meeting which was held on August 5, 2026. During the six-month period ended September 25, 2026, we did not repurchase any shares. As of September 25, 2026, shares in the aggregate amount of $2.0 billion were available to be repurchased under the current plan.
Warrant
On August 15, 2025, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC (“Warrantholder”), a wholly-owned subsidiary of Amazon.com, Inc. (“Parent”) to purchase up to an aggregate of 3,859,851 ordinary shares of the Company (“Warrant Shares”) at an exercise price of $51.29 per share. The Warrant allows for cashless exercise and expires on August 15, 2030. The Warrant Shares are subject to vesting based on qualifying payments (as defined in the Warrant) for the purchase of all products and services by or on behalf of Parent and its affiliates over the term of the Warrant. The expense associated with the Warrant Shares will be recorded as a deduction to revenue as the customer purchases products and services over the vesting period. The Company recorded charges of $6 million related to the Warrant during the six-month period ended September 25, 2026. Refer to Note 4, "Share-Based Compensation and Warrants Expense" for more detail.
Subsequent Liquidity and Capital Resources Events
On September 29, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent, which provides a senior term loan credit facility (the “Credit Facility”) in an aggregate committed amount of $3.3 billion. On October 14, 2026, the Company borrowed $3.3 billion under the Credit Facility in a single advance. The Credit Facility matures on October 13, 2027, the date that is 364 days after the date of which it is funded. On October 9, 2026, the Company entered into a $1.1 billion Bridge Credit Agreement (the “Bridge Credit Agreement”) by and among the Company, as borrower, the lenders party thereto and Citibank, N.A. as administrative agent, which provides a senior bridge term loan credit facility (the "Bridge Credit Facility"). On October 14, 2026, the Company borrowed $1.1 billion under the Bridge Credit Facility in a single advance. The Bridge Credit Facility matures on October 13, 2027, the date that is 364 days after the date of which it was funded.
The $4.4 billion from the financing activities listed above were used to finance the $4.4 billion acquisition of EPC Power Corp. (EPC Power), that occurred on October 14, 2026.
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On October 2, 2026, Axiom entered into a Series A Convertible Preferred Stock Investment Agreement (the “Preferred Investment Agreement”) with certain third-party investors ("Investors"), pursuant to which the Investors have agreed to collectively purchase 200,000 shares of Axiom’s to be issued Series A Convertible Preferred Stock (the “Convertible Preferred Stock”), for an aggregate purchase price of $2.0 billion in a private placement (the “Preferred Investment”).
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Information regarding our long-term debt payments, operating lease payments, capital lease payments and other commitments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
In May 2026, the Company entered into a Senior Term Loan agreement borrowing $1.45 billion. Refer to note 6 "Bank Borrowings" for more details. Subsequent to September 25, 2026, the Company entered into a Credit Facility in an aggregate committed amount of $3.3 billion and a $1.1 billion Bridge Credit Agreement. Refer to note 17 "Subsequent Events" for additional information on these transactions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Other than a $1.45 billion increase in floating rate debt, there were no material changes in our exposure to market risks for changes in interest and foreign currency exchange rates for the six-month period ended September 25, 2026 as compared to the fiscal year ended March 31, 2026. A hypothetical 10% change in interest rates would not be expected to have a material effect on our financial position, results of operations and cash flows over the next fiscal year.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of September 25, 2026. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of September 25, 2026, the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our quarter ended September 25, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of our material legal proceedings, see note 13 “Commitments and Contingencies” in the notes to the condensed consolidated financial statements, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be not material also may materially and adversely affect our business, financial condition and/or operating results.
We are including the following additional risk factors, which supplement the risk factors disclosed in our Annual Report on Form 10-K for the year ended March 31, 2026, and which should be read in conjunction with our description of risk factors in Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026:
Flex has incurred $4.4 billion of short-term acquisition indebtedness that must be repaid within 364 days, and repayment depends on the completion of the spin-off of SpinCo and the related SpinCo financings.
Flex has funded its $4.4 billion acquisition of EPC Power Corp. with $3.3 billion of borrowings under a senior term loan credit facility and $1.1 billion of borrowings under a senior bridge term loan credit facility. Each facility matures on October 13, 2027. Flex intends to repay both with the funds from a cash distribution from SpinCo, which SpinCo expects to fund with its term loans and its issuance of Series A Preferred Stock. Flex must prepay the Flex Term Loan Facility within one business day after the SpinCo term loans are funded. If the spin-off of SpinCo is delayed beyond the maturity of these facilities, or does not occur, Flex would need to repay or refinance up to $4.4 billion from other sources. Those sources might not be available on acceptable terms, or at all.
If the spin-off of SpinCo is delayed or does not occur, SpinCo must redeem its Series A Preferred Stock at a premium, and Flex has guaranteed that redemption.
On the basis that SpinCo completes its intended issuance of Series A Preferred Stock, if the spin-off of SpinCo does not occur before December 31, 2027, SpinCo must redeem all of the Series A Preferred Stock. The redemption price may be paid in cash, Flex ordinary shares, or a combination thereof, at SpinCo’s election, and such election by SpinCo is subject to approval by Flex. The redemption price is 115% of the stated value of $2 billion if paid in cash, or 125% if paid in Flex ordinary shares. Cash dividends already paid are deducted, and the price is grossed up for taxes at an assumed 25.5% rate. To the extent Flex ordinary shares are used to pay the redemption price, SpinCo and holders of the Series A Preferred Stock will use commercially reasonable efforts to mutually agree on the number of Flex ordinary shares to be delivered prior to December 1, 2027, and Flex has agreed to provide customary registration rights with respect to such Flex ordinary shares. Flex has irrevocably and unconditionally guaranteed the redemption. Paying the redemption price in cash would require Flex to use substantial liquidity or incur additional debt. A share settlement would be dilutive to Flex shareholders.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The Company did not repurchase any of its ordinary shares during the quarter ended September 25, 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
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Insider Trading Arrangements
On July 28, 2026 , Hooi Tan , Chief Operating Officer , terminated a trading plan that was originally adopted on December 8, 2025. The trading plan was scheduled to remain in effect until December 10, 2026, and provided for the potential sale of up to 70,000 ordinary shares of the Company.
No other officers or directors adopted terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408, during the fiscal quarter ended September 25, 2026.
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ITEM 6. EXHIBITS
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit No. | Exhibit | Form | File No. | Filing Date | Exhibit No. | Filed Herewith | ||||||||||||||||||||||||||||||||
2.1 | Stock Purchase Agreement, dated September 3, 2026, by and among EPC Power Corp., Charge Parent, LLC, ACS Acquisitions, Inc. and Flex Ltd. (solely for the purposes of Section 13.24 thereof)ª | 8-K | 000-23354 | September 4, 2026 | 2.1 | |||||||||||||||||||||||||||||||||
15.01 | Letter in lieu of consent of Deloitte & Touche LLP | X | ||||||||||||||||||||||||||||||||||||
31.01 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||||||||||||||||||
31.02 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||||||||||||||||||
32.01 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | X | ||||||||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document | X | ||||||||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101) | |||||||||||||||||||||||||||||||||||||
ª Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
* This exhibit is furnished with this Quarterly Report on Form 10-Q, is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of Flex Ltd. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FLEX LTD. | ||||||||
| (Registrant) | ||||||||
| Date: | October 30, 2026 | /s/ REVATHI ADVAITHI | ||||||
| Revathi Advaithi | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| Date: | October 30, 2026 | /s/ KEVIN KRUMM | ||||||
Kevin Krumm | ||||||||
Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
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