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FLEX LTD.

For the period ended Sep 25, 2026. Filed Oct 30, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 25, 2026 · Filed Oct 30, 2026

FLEX$69.78+4.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-26; filed 2026-07-31.

0000866374-26-000030

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-25; filed 2026-10-30.

0000866374-26-000042

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 104 previous paragraphs and 114 current paragraphs.

70 unchanged; 29 reworded; 13 added; 5 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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”).

Current report

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.
Removed paragraphs (5)

Previous report

ITS segment margin increased 10 basis points to 5.2% for the three-month period ended June 26, 2026, compared to 5.1% for the three-month period ended June 27, 2025, primarily driven by growth in Communications from increased demand with higher margins partially offset by the impact of lower margins due to memory price increases.

Previous report

RMS segment margin increased 130 basis points to 6.6% for the three-month period ended June 26, 2026, compared to 5.3% for the three-month period ended June 27, 2025, primarily due to favorable mix in Industrial and Automotive.

Previous report

CPI segment margin increased 20 basis points to 9.7% for the three-month period ended June 26, 2026, compared to 9.5% for the three-month period ended June 27, 2025, primarily due to growth and margin expansion in Power, offset by continued investments in the growth of the CPI businesses.

Previous report

Interest expense increased to $60 million for the three-month period ended June 26, 2026, from $51 million during the three-month period ended June 27, 2025, primarily due to debt issuances during the quarter.

Previous report

On July 4, 2025, The One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA makes permanent various provisions of the Tax Cuts and Jobs Act which otherwise would have expired as well as makes significant modifications to the U.S. international tax framework. The Company does not expect a material impact to the consolidated financial statements from the OBBBA, however, the Company will continue to monitor developments and evaluate any potential future impacts.
Reworded paragraphs (29)

Previous wording

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, healthcare, industrial, automotive, communications, and lifestyle. As of June 26, 2026, our three operating and reportable segments were as follows:

Current wording

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:

Previous wording

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 Israel 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.

Current wording

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.

Previous wording

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. 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.

Current wording

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.

Previous wording

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 quarter ended June 26, 2026, tariff costs paid and recoveries from our customers impacted our revenues and costs of goods by approximately one percent and had a negligible impact on our profitability. 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 a portion 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.

Current wording

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.

Previous wording

During the first quarter of fiscal 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.

Current wording

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.

Previous wording

We are one of the world's largest providers of global supply chain solutions, with revenues of $7.9 billion for the three-month period ended June 26, 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:

Current wording

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:

Previous wording

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 Israel 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.

Current wording

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.

Previous wording

Net sales during the three-month period ended June 26, 2026 totaled $7.9 billion, representing an increase of $1.4 billion, or 21% from $6.6 billion during the three-month period ended June 27, 2025. Net sales for our ITS segment increased $0.5 billion, or 20% from the three-month period ended June 27, 2025, primarily driven by strong growth in the Communications business due to increased demand and increased memory pricing in both Communications and our Lifestyle businesses. Net sales for our RMS segment increased $0.3 billion, or 12% from the three-month period ended June 27, 2025, which was primarily driven by strong growth in Industrial. Net sales for our CPI segment increased $0.6 billion, or 35% from the three-month period ended June 27, 2025, which was driven by strong growth in Power, which includes contributions from the recent EPP acquisition combined with growth in Cloud and Cooling due to increased demand. Net sales increased $0.8 billion in the Americas, $0.5 billion in Asia, and $0.1 billion in Europe for a total increase of $1.4 billion.

Current wording

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.

Previous wording

Our ten largest customers during both the three-month periods ended June 26, 2026 and June 27, 2025 accounted for approximately 49% and 48% of net sales. A significant customer accounted for 12% of net sales during the first quarter of fiscal year 2027 with the majority of this revenue being reported in our CPI segment. No other customer accounted for more than 10% of net sales during the three-month periods ended June 26, 2026 or June 27, 2025.

Current wording

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.

Previous wording

Cost of sales during the three-month period ended June 26, 2026 totaled $7.2 billion, representing an increase of $1.2 billion, or 20% from $6.0 billion during the three-month period ended June 27, 2025. The higher cost of sales for the three-month period ended June 26, 2026 was primarily driven by a $1.4 billion, or 21%, increase in consolidated sales. Cost of sales in our ITS segment for the three-month period ended June 26, 2026 increased by 20% from the three-month period ended June 27, 2025, in line with revenue growth. Cost of sales in our RMS segment for the three-month period ended June 26, 2026 increased by 10% from the three-month period ended June 27, 2025, primarily driven by revenue growth of 12%, partially offset by favorable mix and cost efficiencies. Cost of sales in our CPI segment for the three-month period ended June 26, 2026 increased by 35% from the three-month period ended June 27, 2025, in line with revenue growth for the segment.

Current wording

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.

Previous wording

Gross profit during the three-month period ended June 26, 2026 increased $0.2 billion to $0.7 billion, or 9.4% of net sales, from $0.6 billion, or 8.7% of net sales, during the three-month period ended June 27, 2025. Gross margin improved 70 basis points year over year primarily due to revenue growth, favorable mix and continued operational execution.

Current wording

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.

Previous wording

We undertook targeted restructuring activities to improve operational efficiencies by reducing excess workforce capacity. During the three-month period ended June 26, 2026, we reversed $2 million of restructuring charges primarily related to updated estimates of employee severance.

Current wording

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.

Previous wording

Selling, general and administrative expenses (“SG&A”) was $0.3 billion, or 4.2% of net sales, during the three-month period ended June 26, 2026, increasing by $101 million compared to the three-month period ended June 27, 2025. The increase was largely driven by $53 million of costs associated with the intended spin-off of the CPI business, $18 million of increases in stock based compensation and other cost increases in line with the growth of the business.

Current wording

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.

Previous wording

Amortization of intangible assets increased to $23 million for the three-month period ended June 26, 2026, compared to $21 million in the previous year due to increased amortization as the result of the EPP acquisition entered into during the period, partially offset by certain intangible assets being fully amortized during fiscal year 2026 and the first quarter of fiscal 2027.

Current wording

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.

Previous wording

Interest income remained unchanged at $13 million for the three-month period ended June 26, 2026 compared to $13 million for the same period in fiscal year 2026.

Current wording

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.

Previous wording

Other charges, net was $(37) million during the three-month period ended June 26, 2026 compared to $7 million during the three-month period ended June 27, 2025. The change was primarily due to the sale of a non-strategic North American business, generating a gain on sale of $46 million. This was partially offset by losses related to foreign exchange.

Current wording

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.

Previous wording

Equity in losses of unconsolidated affiliates was $5 million during the three-month period ended June 26, 2026, compared to $20 million in the three-month period ended June 27, 2025, primarily due to losses in certain equity method investments.

Current wording

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.

Previous wording

The consolidated effective tax rate was 24% for the three-month period ended June 26, 2026 and 22% for the three-month period ended June 27, 2025. 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 June 26, 2026 was higher than the effective tax rate for the three-month period ended June 27, 2025 for a variety of reasons, primarily due to the changing jurisdictional mix of income as well as the additional tax expense recorded on the gain from a business disposition occurring during current period.

Current wording

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.

Previous wording

Net income was $285 million during the three-month period ended June 26, 2026, compared to $192 million during the three-month period ended June 27, 2025, driven by the factors discussed above.

Current wording

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.

Previous wording

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 June 26, 2026, we had cash and cash equivalents of approximately $2.8 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 June 26, 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.

Current wording

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.

Previous wording

Cash provided by operating activities was $0.3 billion during the three-month period ended June 26, 2026, primarily driven by $0.3 billion of net income for the period plus $0.1 billion of non-cash charges such as depreciation and amortization, slightly offset by $(0.1) billion of changes in working capital and other. Cash provided by operating activities for the three month period ended June 26, 2026 was negatively impacted by $24 million of separation costs incurred in connection with the announced intention to spin-off of Flex's CPI segment.

Current wording

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.

Previous wording

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 $0.7 billion to $5.0 billion as of June 26, 2026, from $4.3 billion as of March 31, 2026. The increase was primarily the result of a $0.5 billion increase in cash and cash equivalents driven by the net increase from our senior term loan borrowings along with a $0.6 billion increase in our inventory balance. Other movements in working capital include increases of $0.4 billion in accounts receivable, $0.3 billion in contract assets, and $0.2 billion in other current assets (principally customer-controlled inventory), against increases of $1.1 billion in accounts payable and $0.3 billion in other current liabilities.

Current wording

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.

Previous wording

Net cash used in investing activities was $1.3 billion during the three-month period ended June 26, 2026. This was primarily driven by $1.1 billion paid for the EPP business acquisition during the period as well as $0.2 billion of capital expenditures.

Current wording

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.

Previous wording

Cash provided by financing activities was $1.5 billion during the three-month period ended June 26, 2026, which was primarily driven by $1.5 billion of net proceeds from borrowing. Refer to Note 6 to the condensed, consolidated financial statements in Item 1, "Financial Statements" for additional details.

Current wording

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.

Previous wording

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 three-month periods ended June 26, 2026 and June 27, 2025 were an inflow of $41 million and $268 million during each period, 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 flows reconcile to the most directly comparable GAAP financial measure of cash flows from operations as follows:

Current wording

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:

Previous wording

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 June 26, 2026 and March 31, 2026, approximately 29% 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 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.

Current wording

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

Previous wording

Under our current share repurchase program, our Board of Directors authorized repurchases of our outstanding ordinary shares for up to $1.7 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 6, 2025. During the three-month period ended June 26, 2026, we did not repurchase any shares. As of June 26, 2026, shares in the aggregate amount of $1.1 billion were available to be repurchased under the current plan.

Current wording

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.

Previous wording

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 $3 million related to the Warrant during the three-months ended June 26, 2026. Refer to Note 4, "Share-Based Compensation Expense" for more detail.

Current wording

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.

Previous wording

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 our Form 10-K for the fiscal year ended March 31, 2026.

Current wording

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.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

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 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.

Current report — wording carried from elsewhere

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.