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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-23354
FLEX LTD.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Singapore | | 98-1773351 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
| | | | | | | | |
2 Changi South Lane, | | |
Singapore | | 486123 |
(Address of principal executive offices) | | (Zip Code) |
(65) 6876-9899
(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 |
Ordinary Shares, No Par Value | | FLEX | | The Nasdaq Stock Market LLC |
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.
| | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | ☒ | 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 25, 2024 was 387,783,445.
FLEX LTD.
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Flex Ltd., Singapore
Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated balance sheet of Flex Ltd. and its subsidiaries (the “Company”) as of September 27, 2024, the related condensed consolidated statements of operations, comprehensive income, noncontrolling interest and shareholders’ equity for the three-month and six-month periods ended September 27, 2024 and September 29, 2023, the condensed consolidated statement of cash flows for the six-month periods ended September 27, 2024 and September 29, 2023, 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, 2024 and the related consolidated statements of operations, comprehensive income, redeemable noncontrolling interest and shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 17, 2024, 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, 2024 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 31, 2024 | |
FLEX LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| As of September 27, 2024 | | As of March 31, 2024 |
| (In millions, except share amounts) (Unaudited) |
| | | |
| | | |
ASSETS |
Current assets: | | | |
Cash and cash equivalents | $ | 2,601 | | | $ | 2,474 | |
Accounts receivable, net of allowance of $10 and $12, respectively | 3,502 | | | 3,033 | |
Contract assets | 595 | | | 249 | |
Inventories | 5,466 | | | 6,205 | |
Other current assets | 1,187 | | | 1,031 | |
Total current assets | 13,351 | | | 12,992 | |
Property and equipment, net | 2,254 | | | 2,269 | |
Operating lease right-of-use assets, net | 581 | | | 601 | |
Goodwill | 1,146 | | | 1,135 | |
Other intangible assets, net | 223 | | | 245 | |
Other non-current assets | 1,031 | | | 1,015 | |
Total assets | $ | 18,586 | | | $ | 18,257 | |
| | | |
LIABILITIES AND SHAREHOLDERS' EQUITY |
Current liabilities: | | | |
Bank borrowings and current portion of long-term debt | $ | 531 | | | $ | — | |
Accounts payable | 5,144 | | | 4,468 | |
Accrued payroll and benefits | 473 | | | 488 | |
Deferred revenue and customer working capital advances | 2,134 | | | 2,615 | |
Other current liabilities | 1,024 | | | 968 | |
Total current liabilities | 9,306 | | | 8,539 | |
Long-term debt, net of current portion | 3,178 | | | 3,261 | |
Operating lease liabilities, non-current | 476 | | | 490 | |
Other non-current liabilities | 623 | | | 642 | |
Total liabilities | 13,583 | | | 12,932 | |
| | | |
| | | |
Shareholders’ equity | | | |
| | | |
Ordinary shares, no par value; 1,500,000,000 authorized, 389,775,099 and 408,101,772 issued and outstanding, respectively | 4,377 | | | 5,074 | |
| | | |
Accumulated earnings | 799 | | | 446 | |
Accumulated other comprehensive loss | (173) | | | (195) | |
| | | |
| | | |
Total shareholders’ equity | 5,003 | | | 5,325 | |
Total liabilities and shareholders' equity | $ | 18,586 | | | $ | 18,257 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | | | | | | | | | | | | | |
| Three-Month Periods Ended | | Six-Month Periods Ended |
| September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
| (In millions, except per share amounts) (Unaudited) |
Net sales | $ | 6,545 | | | $ | 6,933 | | | $ | 12,859 | | | $ | 13,825 | |
Cost of sales | 5,998 | | | 6,411 | | | 11,825 | | | 12,810 | |
Restructuring charges | 16 | | | 3 | | | 32 | | | 20 | |
Gross profit | 531 | | | 519 | | | 1,002 | | | 995 | |
Selling, general and administrative expenses | 216 | | | 221 | | | 429 | | | 456 | |
Restructuring charges | 2 | | | — | | | 11 | | | 6 | |
Intangible amortization | 16 | | | 17 | | | 32 | | | 37 | |
Operating income | 297 | | | 281 | | | 530 | | | 496 | |
Interest expense | 53 | | | 49 | | | 109 | | | 105 | |
Interest income | 16 | | | 15 | | | 32 | | | 31 | |
Other charges (income), net | (4) | | | 14 | | | (3) | | | 25 | |
| | | | | | | |
Income from continuing operations before income taxes | 264 | | | 233 | | | 456 | | | 397 | |
Provision for (benefit from) income taxes | 50 | | | 32 | | | 103 | | | 49 | |
Net income from continuing operations | 214 | | | 201 | | | 353 | | | 348 | |
Net income from discontinued operations, net of tax | — | | | 205 | | | — | | | 269 | |
Net income | 214 | | | 406 | | | 353 | | | 617 | |
Net income attributable to noncontrolling interest | — | | | 178 | | | — | | | 203 | |
Net income attributable to Flex Ltd. | $ | 214 | | | $ | 228 | | | $ | 353 | | | $ | 414 | |
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Basic earnings per share from continuing operations | $ | 0.54 | | | $ | 0.45 | | | $ | 0.89 | | | $ | 0.78 | |
Basic earnings per share from discontinued operations | — | | | 0.06 | | | — | | | 0.15 | |
Basic earnings per share attributable to the shareholders of Flex Ltd. | $ | 0.54 | | | $ | 0.51 | | | $ | 0.89 | | | $ | 0.93 | |
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Diluted earnings per share from continuing operations | $ | 0.54 | | | $ | 0.45 | | | $ | 0.87 | | | $ | 0.77 | |
Diluted earnings per share from discontinued operations | — | | | 0.06 | | | — | | | 0.15 | |
Diluted earnings per share attributable to the shareholders of Flex Ltd. | $ | 0.54 | | | $ | 0.51 | | | $ | 0.87 | | | $ | 0.92 | |
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Weighted-average shares used in computing per share amounts: | | | | | | | |
Basic | 394 | | | 443 | | | 398 | | | 445 | |
Diluted | 400 | | | 448 | | | 405 | | | 452 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | | | | | | | | | | | | | | |
| Three-Month Periods Ended | | Six-Month Periods Ended |
| September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
| (In millions) (Unaudited) |
Net income | $ | 214 | | | $ | 406 | | | $ | 353 | | | $ | 617 | |
Other comprehensive income (loss), net of tax: | | | | | | | |
Foreign currency translation adjustments | 55 | | | (38) | | | 39 | | | (47) | |
Unrealized gain (loss) on derivative instruments and other | 10 | | | (33) | | | (17) | | | 1 | |
Comprehensive income | $ | 279 | | | $ | 335 | | | $ | 375 | | | $ | 571 | |
Comprehensive income attributable to noncontrolling interest | — | | | 178 | | | — | | | 203 | |
Comprehensive income attributable to Flex Ltd. | $ | 279 | | | $ | 157 | | | $ | 375 | | | $ | 368 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Ordinary Shares | | | | Accumulated Other Comprehensive Loss | | | | | | Total |
Three Months Ended September 27, 2024 | | | Shares Outstanding | | Amount | | Accumulated Earnings (Deficit) | | Unrealized Gain (Loss) on Derivative Instruments and Other | | Foreign Currency Translation Adjustments | | Total Accumulated Other Comprehensive Gain (Loss) | | Total Flex Ltd. Shareholders' Equity | | Noncontrolling Interest | | Shareholders' Equity |
| | | (In millions) Unaudited | | | | |
BALANCE AT JUNE 28, 2024 | | | 399 | | | $ | 4,649 | | | $ | 585 | | | $ | (23) | | | $ | (215) | | | $ | (238) | | | $ | 4,996 | | | $ | — | | | $ | 4,996 | |
Repurchase of Flex Ltd. ordinary shares at cost | | | (10) | | | (300) | | | — | | | — | | | — | | | — | | | (300) | | | — | | | (300) | |
Issuance of Flex Ltd. vested shares under restricted share unit awards | | | 1 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Net income | | | — | | | — | | | 214 | | | — | | | — | | | — | | | 214 | | | — | | | 214 | |
Stock-based compensation | | | — | | | 28 | | | — | | | — | | | — | | | — | | | 28 | | | — | | | 28 | |
Total other comprehensive income (loss) | | | — | | | — | | | — | | | 10 | | | 55 | | | 65 | | | 65 | | | — | | | 65 | |
BALANCE AT SEPTEMBER 27, 2024 | | | 390 | | | $ | 4,377 | | | $ | 799 | | | $ | (13) | | | $ | (160) | | | $ | (173) | | | $ | 5,003 | | | $ | — | | | $ | 5,003 | |
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| | | Ordinary Shares | | | | Accumulated Other Comprehensive Loss | | | | | | Total |
Six Months Ended September 27, 2024 | | | Shares Outstanding | | Amount | | Accumulated Earnings (Deficit) | | Unrealized Gain (Loss) on Derivative Instruments and Other | | Foreign Currency Translation Adjustments | | Total Accumulated Other Comprehensive Gain (Loss) | | Total Flex Ltd. Shareholders' Equity | | Noncontrolling Interest | | Shareholders' Equity |
| | | (In millions) Unaudited | | | | |
BALANCE AT MARCH 31, 2024 | | | 408 | | | $ | 5,074 | | | $ | 446 | | | $ | 4 | | | $ | (199) | | | $ | (195) | | | $ | 5,325 | | | $ | — | | | $ | 5,325 | |
Repurchase of Flex Ltd. ordinary shares at cost | | | (25) | | | (757) | | | — | | | — | | | — | | | — | | | (757) | | | — | | | (757) | |
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Issuance of Flex Ltd. vested shares under restricted share unit awards | | | 7 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Net income | | | — | | | — | | | 353 | | | — | | | — | | | — | | | 353 | | | — | | | 353 | |
Stock-based compensation | | | — | | | 60 | | | — | | | — | | | — | | | — | | | 60 | | | — | | | 60 | |
Total other comprehensive income (loss) | | | — | | | — | | | — | | | (17) | | | 39 | | | 22 | | | 22 | | | — | | | 22 | |
BALANCE AT SEPTEMBER 27, 2024 | | | 390 | | | $ | 4,377 | | | $ | 799 | | | $ | (13) | | | $ | (160) | | | $ | (173) | | | $ | 5,003 | | | $ | — | | | $ | 5,003 | |
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY (CONTINUED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Ordinary Shares | | | | Accumulated Other Comprehensive Loss | | | | | | Total |
Three Months Ended September 29, 2023 | | Shares Outstanding | | Amount | | Accumulated Earnings (Deficit) | | Unrealized Gain (Loss) on Derivative Instruments and Other | | Foreign Currency Translation Adjustments | | Total Accumulated Other Comprehensive Gain (Loss) | | Total Flex Ltd. Shareholders' Equity | | Noncontrolling Interest | | Shareholders' Equity |
| | (In millions) Unaudited | | | | |
BALANCE AT JUNE 30, 2023 | | 449 | | | $ | 5,949 | | | $ | (374) | | | $ | 20 | | | $ | (189) | | | $ | (169) | | | $ | 5,406 | | | $ | 380 | | | $ | 5,786 | |
Repurchase of Flex Ltd. ordinary shares at cost | | (11) | | | (309) | | | — | | | — | | | — | | | — | | | (309) | | | — | | | (309) | |
Nextracker follow on sales and related transactions | | — | | | 607 | | | — | | | — | | | — | | | — | | | 607 | | | (108) | | | 499 | |
Net income | | — | | | — | | | 228 | | | — | | | — | | | — | | | 228 | | | 178 | | | 406 | |
Stock-based compensation | | — | | | 45 | | | — | | | — | | | — | | | — | | | 45 | | | — | | | 45 | |
Total other comprehensive income (loss) | | — | | | — | | | — | | | (33) | | | (38) | | | (71) | | | (71) | | | — | | | (71) | |
BALANCE AT SEPTEMBER 29, 2023 | | 438 | | | $ | 6,292 | | | $ | (146) | | | $ | (13) | | | $ | (227) | | | $ | (240) | | | $ | 5,906 | | | $ | 450 | | | $ | 6,356 | |
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| | Ordinary Shares | | | | Accumulated Other Comprehensive Loss | | | | | | Total |
Six Months Ended September 29, 2023 | | Shares Outstanding | | Amount | | Accumulated Earnings (Deficit) | | Unrealized Gain (Loss) on Derivative Instruments and Other | | Foreign Currency Translation Adjustments | | Total Accumulated Other Comprehensive Gain (Loss) | | Total Flex Ltd. Shareholders' Equity | | Noncontrolling Interest | | Shareholders' Equity |
| | (In millions) Unaudited | | | | |
BALANCE AT MARCH 31, 2023 | | 450 | | | $ | 6,105 | | | $ | (560) | | | $ | (14) | | | $ | (180) | | | $ | (194) | | | $ | 5,351 | | | $ | 355 | | | $ | 5,706 | |
Repurchase of Flex Ltd. ordinary shares at cost | | (20) | | | (506) | | | — | | | — | | | — | | | — | | | (506) | | | — | | | (506) | |
Issuance of Flex Ltd. vested shares under restricted share unit awards | | 8 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Nextracker follow on sales and related transactions | | — | | | 607 | | | — | | | — | | | — | | | — | | | 607 | | | (108) | | | 499 | |
Net income | | — | | | — | | | 414 | | | — | | | — | | | — | | | 414 | | | 203 | | | 617 | |
Stock-based compensation | | — | | | 86 | | | — | | | — | | | — | | | — | | | 86 | | | — | | | 86 | |
Total other comprehensive income (loss) | | — | | | — | | | — | | | 1 | | | (47) | | | (46) | | | (46) | | | — | | | (46) | |
BALANCE AT SEPTEMBER 29, 2023 | | 438 | | | $ | 6,292 | | | $ | (146) | | | $ | (13) | | | $ | (227) | | | $ | (240) | | | $ | 5,906 | | | $ | 450 | | | $ | 6,356 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FLEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | |
| Six-Month Periods Ended |
| September 27, 2024 | | September 29, 2023 |
| (In millions) (Unaudited) |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net income | $ | 353 | | | $ | 617 | |
Depreciation, amortization and other impairment charges | 257 | | | 260 | |
Changes in working capital and other, net | 49 | | | (514) | |
Net cash provided by operating activities | 659 | | | 363 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
Purchases of property and equipment | (214) | | | (319) | |
Proceeds from the disposition of property and equipment | 6 | | | 19 | |
Acquisition of businesses, net of cash acquired | (1) | | | — | |
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Other investing activities, net | 3 | | | 3 | |
Net cash used in investing activities | (206) | | | (297) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
Proceeds from bank borrowings and long-term debt | 499 | | | 2 | |
Payments of bank borrowings, long-term debt and other financing liabilities | (57) | | | (398) | |
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Payments for repurchases of ordinary shares | (757) | | | (506) | |
Proceeds from issuances of Nextracker shares | — | | | 552 | |
Payment for purchase of Nextracker LLC units from TPG | — | | | (57) | |
Other, net | (6) | | | (53) | |
Net cash used in financing activities | (321) | | | (460) | |
Effect of exchange rates on cash and cash equivalents | (5) | | | — | |
Net change in cash and cash equivalents | 127 | | | (394) | |
Cash and cash equivalents, beginning of period | 2,474 | | | 3,294 | |
Cash and cash equivalents, end of period | $ | 2,601 | | | $ | 2,900 | |
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Non-cash investing activities: | | | |
Unpaid purchases of property and equipment | $ | 96 | | | $ | 117 | |
Right-of-use assets obtained in exchange of operating lease liabilities | 37 | | | 77 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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 market-leading brands 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 supports our customers' entire product lifecycle with a broad array of services in every major region. The Company's full suite of specialized capabilities includes design and engineering, supply chain, manufacturing, post-production and post-sale services. Flex partners with customers across a diverse set of industries including cloud, communications, enterprise, automotive, industrial, consumer devices, lifestyle, healthcare, and energy. As of September 27, 2024, Flex's two operating and reportable segments were as follows:
•Flex Agility Solutions ("FAS"), which is comprised of the following end markets:
◦Communications, Enterprise and Cloud, including data infrastructure, edge infrastructure and communications infrastructure
◦Lifestyle, including appliances, consumer packaging, floorcare, micro mobility and audio
◦Consumer Devices, including mobile and high velocity consumer devices.
•Flex Reliability Solutions ("FRS"), which is comprised of the following end markets:
◦Automotive, including next generation mobility, autonomous, connectivity, electrification, and smart technologies
◦Health Solutions, including medical devices, medical equipment and drug delivery
◦Industrial, including capital equipment, industrial devices, embedded and critical power offerings and renewables and grid edge.
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 and power adapters and chargers).
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, 2024 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 periods ended September 27, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2025.
The first quarters for fiscal years 2025 and 2024 ended on June 28, 2024, which is comprised of 89 days in the period, and June 30, 2023, which is comprised of 91 days, respectively. The second quarters for fiscal years 2025 and 2024 ended on September 27, 2024 and September 29, 2023, respectively, which are comprised of 91 days in both periods.
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. For the consolidated subsidiaries in which the Company owns less than 100%, the Company recognizes a noncontrolling interest for the ownership of the noncontrolling owners.
On January 2, 2024, Flex completed its spin-off (the "Spin-off") of its remaining interest in Nextracker Inc. ("Nextracker"). After the Spin-off, Flex no longer consolidates the financial results of Nextracker within its financial results of continuing operations. For all the periods prior to the Spin-off, the financial results of Nextracker are presented as net earnings from
discontinued operations in the condensed consolidated statements of operations and unless otherwise indicated Flex's disclosures are presented on a continuing operations basis. The historical statements of comprehensive income and cash flows and the balances related to shareholders' equity have not been revised to reflect the Spin-off. See note 6 "Discontinued Operations" for additional information.
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; and the fair values of restricted share unit awards granted under the Company's stock-based compensation plans. Due to geopolitical conflicts (including the Russian invasion of Ukraine, the Israel-Hamas war, 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 Russian invasion of Ukraine and the Israel-Hamas war. 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.
Supplier Finance Programs
The Company has four 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 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. We have no economic interest in a supplier’s decision to participate in the supplier finance programs.
Obligations under these programs are classified within accounts payable on the condensed consolidated balance sheets, with the associated payments reflected in the operating activities section of the condensed consolidated statement of cash flows. The Company's outstanding obligations confirmed as valid under its supplier finance programs as of September 27, 2024 and March 31, 2024 were $133 million and $123 million, respectively.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The guidance is effective for the Company beginning in the fourth quarter of fiscal year 2026. The Company expects the new guidance will have an immaterial impact on its consolidated financial statements, and intends to adopt the guidance prospectively when it becomes effective in the fourth quarter of fiscal year 2026.
In November 2023, the FASB issued ASU 2023-07 "Segment Reporting - Improvements to Reportable Segment Disclosures", which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The guidance is effective for the Company beginning in the fourth quarter of fiscal year 2025, with early adoption permitted. The Company is currently assessing the impact of ASU 2023-07 on its consolidated financial statements, and intends to adopt the guidance retrospectively when it becomes effective in the fourth quarter of fiscal year 2025.
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 27, 2024 | | As of March 31, 2024 |
| (In millions) |
Raw materials | $ | 4,569 | | | $ | 5,045 | |
Work-in-progress | 460 | | | 623 | |
Finished goods | 437 | | | 537 | |
| $ | 5,466 | | | $ | 6,205 | |
Goodwill and Other Intangible Assets
During the six-month period ended September 27, 2024, the activity in the Company's goodwill account included approximately $3 million of foreign currency translation and an approximately $8 million goodwill addition from an acquisition in the first quarter of fiscal year 2025.
The components of acquired intangible assets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of September 27, 2024 | | As of March 31, 2024 |
| Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| (In millions) |
Intangible assets: | | | | | | | | | | | |
Customer-related intangibles | $ | 292 | | | $ | (172) | | | $ | 120 | | | $ | 316 | | | $ | (186) | | | $ | 130 | |
Licenses and other intangibles | 309 | | | (206) | | | 103 | | | 298 | | | (183) | | | 115 | |
Total | $ | 601 | | | $ | (378) | | | $ | 223 | | | $ | 614 | | | $ | (369) | | | $ | 245 | |
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) |
2025 (1) | | $ | 32 | |
2026 | | 45 | |
2027 | | 37 | |
2028 | | 28 | |
2029 | | 25 | |
Thereafter | | 56 | |
Total amortization expense | | $ | 223 | |
____________________________________________________________
(1)Represents estimated amortization for the remaining fiscal six-month period ending March 31, 2025.
Customer Working Capital Advances
Customer working capital advances were $1.8 billion and $2.2 billion as of September 27, 2024 and March 31, 2024, 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 $657 million and $644 million as of September 27, 2024 and March 31, 2024, respectively.
Other Current Liabilities
Other current liabilities include customer-related accruals of $245 million and $277 million as of September 27, 2024 and March 31, 2024, respectively.
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 $372 million and $490 million as of September 27, 2024 and March 31, 2024, respectively, of which $334 million and $449 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, for the three and six-month periods ended September 27, 2024 and September 29, 2023, respectively.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three-Month Periods Ended | | Six-Month Periods Ended |
| September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
Timing of Transfer | (In millions) |
FAS | | | | | | | |
Point in time | $ | 2,924 | | | $ | 3,280 | | | $ | 5,797 | | | $ | 6,716 | |
Over time | 682 | | | 338 | | | 1,174 | | | 503 | |
Total | 3,606 | | | 3,618 | | | 6,971 | | | 7,219 | |
FRS | | | | | | | |
Point in time | 2,237 | | | 3,145 | | | 4,870 | | | 6,277 | |
Over time | 702 | | | 170 | | | 1,018 | | | 329 | |
Total | 2,939 | | | 3,315 | | | 5,888 | | | 6,606 | |
Flex | | | | | | | |
Point in time | 5,161 | | | 6,425 | | | 10,667 | | | 12,993 | |
Over time | 1,384 | | | 508 | | | 2,192 | | | 832 | |
Total | $ | 6,545 | | | $ | 6,933 | | | $ | 12,859 | | | $ | 13,825 | |
| | | | | | | |
4. STOCK-BASED COMPENSATION
Flex historically maintains stock-based compensation plans at a corporate level. The Company grants equity compensation awards under its 2017 Equity Incentive Plan (the "2017 Plan").
Stock-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 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
| (In millions) |
Cost of sales | $ | 8 | | | $ | 7 | | | $ | 16 | | | $ | 14 | |
Selling, general and administrative expenses | 20 | | | 21 | | | 44 | | | 46 | |
Total share-based compensation expense | $ | 28 | | | $ | 28 | | | $ | 60 | | | $ | 60 | |
The 2017 Plan
During the six-month period ended September 27, 2024, the Company granted approximately 4.6 million restricted share unit ("RSU") awards. Of this amount, approximately 2.9 million are plain-vanilla unvested RSU awards that vest over a period
of three years, with no performance or market conditions, and with an average grant date price of $31.86 per award. In addition, approximately 0.7 million unvested shares represent the target amount of grants made to certain key employees whereby vesting is contingent on certain performance conditions, and with an average grant date price of $31.04 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 1.2 million based on the level of achievement of these performance conditions. The awards will cliff vest after a period of one to three years, depending on the specific performance metrics, to the extent such performance conditions have been met. Further, approximately 0.3 million unvested shares represent the target amount of grants made to certain key employees whereby vesting is contingent on certain market conditions. The average grant date fair value of these awards contingent on certain market conditions was estimated to be $42.36 per award and was calculated using a Monte Carlo simulation. The number of shares contingent on market conditions that ultimately will vest will range from zero up to a maximum of approximately 0.6 million based on a measurement of the percentile rank of the Company’s total shareholder return over certain specified periods against the Company's peer companies, and will cliff vest after a period of three years, to the extent such market conditions have been met. Finally, the remaining balance of approximately 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 2022. These awards were issued and immediately vested in accordance with the terms and conditions of the underlying awards.
As of September 27, 2024, approximately 12.4 million unvested RSU awards under the 2017 Plan were outstanding, of which vesting for a targeted amount of approximately 1.2 million shares is contingent on meeting certain market conditions, and vesting for a targeted amount of approximately 1.6 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 2.4 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 3.0 million based on the achievement levels. During the six-month period ended September 27, 2024, approximately 1.6 million shares vested in connection with the awards with market and performance conditions granted in fiscal year 2022.
As of September 27, 2024, total unrecognized compensation expense related to unvested RSU awards under the 2017 Plan was approximately $221 million, and will be recognized over a weighted-average remaining vesting period of 2.0 years.
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 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
| (In millions, except per share amounts) |
Numerator: | | | | | | | |
Net income from continuing operations | $ | 214 | | | $ | 201 | | | $ | 353 | | | $ | 348 | |
Net income from discontinued operations, net of tax | — | | | 205 | | | — | | | 269 | |
Less: Net income attributable to noncontrolling interest | — | | | 178 | | | — | | | 203 | |
Net income from discontinued operations attributable to Flex Ltd. | — | | | 27 | | | — | | | 66 | |
Total net income attributable to Flex Ltd. | $ | 214 | | | $ | 228 | | | $ | 353 | | | $ | 414 | |
| | | | | | | |
Denominator: | | | | | | | |
Weighted-average ordinary shares outstanding - basic | 394 | | | 443 | | | 398 | | | 445 | |
Weighted-average ordinary share equivalents from RSU awards (1) | 6 | | | 5 | | | 7 | | | 7 | |
Weighted-average ordinary shares and ordinary share equivalents outstanding - diluted | 400 | | | 448 | | | 405 | | | 452 | |
| | | | | | | |
Earnings per share - basic | | | | | | | |
Continuing operations | $ | 0.54 | | | $ | 0.45 | | | $ | 0.89 | | | $ | 0.78 | |
Discontinued operations, net of tax | — | | | 0.06 | | | — | | | 0.15 | |
Total attributable to the shareholders of Flex Ltd. | $ | 0.54 | | | $ | 0.51 | | | $ | 0.89 | | | $ | 0.93 | |
| | | | | | | |
Earnings per share - diluted | | | | | | | |
Continuing operations | $ | 0.54 | | | $ | 0.45 | | | $ | 0.87 | | | $ | 0.77 | |
Discontinued operations, net of tax | — | | | 0.06 | | | — | | | 0.15 | |
Total attributable to the shareholders of Flex Ltd. | $ | 0.54 | | | $ | 0.51 | | | $ | 0.87 | | | $ | 0.92 | |
____________________________________________________________
(1)An immaterial amount of RSU awards and 1.9 million RSU awards for the three and six-month periods ended September 27, 2024, respectively, and an immaterial amount of RSU awards and 2.1 million RSU awards for the three and six-month periods ended September 29, 2023, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.
6. DISCONTINUED OPERATIONS
On January 2, 2024, the Company completed the Spin-off of its remaining interests in Nextracker. For additional details on the Spin-off, refer to Part I, Item 1, “Business” and note 1, "Organization of The Company" and note 7, “Discontinued Operations” of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. Nextracker's financial results for periods prior to the Spin-off have been reflected in our condensed consolidated statement of operations, retrospectively, as discontinued operations.
The key components of net income from discontinued operations for the three and six-month periods ended September 29, 2023 were as follows:
| | | | | | | | | | | | | | |
| | Three-month period ended | | Six-month period ended |
| | September 29, 2023 | | September 29, 2023 |
| | (In millions) |
Net sales (1) | | $ | 538 | | | $ | 982 | |
Cost of sales (1) | | 392 | | | 725 | |
Gross Profit | | 146 | | | 257 | |
Selling, general and administrative expenses | | 51 | | | 86 | |
Operating income | | 95 | | | 171 | |
Interest and other, net | | 3 | | | 4 | |
Income before income taxes | | 92 | | | 167 | |
Provision for income taxes | | (113) | | | (102) | |
Net income from discontinued operations | | 205 | | | 269 | |
Net income from discontinued operations attributable to noncontrolling interest (2) | | 178 | | | 203 | |
Net income from discontinued operations attributable to Flex Ltd. | | $ | 27 | | | $ | 66 | |
(1) Both net sales and cost of sales from discontinued operations includes the effect of intercompany transactions that were eliminated from Flex's condensed consolidated statements of operations of approximately $34 million and $70 million for the three and six-month periods ended September 29, 2023, respectively.
(2) Net income from discontinued operations attributable to noncontrolling interest represented a share of pre-tax income of $40 million and $69 million and of income tax expense of $2 million and $6 million for the three and six-month periods ended September 29, 2023. As such, pre-tax income attributable to Flex Ltd. from discontinued operations was $52 million and $98 million for the same periods. In addition, during the three-month period ended September 29, 2023, a $140 million deferred tax asset was recorded, with an offsetting entry to income tax benefit fully attributable to noncontrolling interest in connection with Nextracker's follow-on public offering.
Details of cash flows from discontinued operations for the six-month period ended September 29, 2023 were as follows:
| | | | | | | | | | |
| | | | Six-month period ended |
| | | | September 29, 2023 |
| | | (In millions) |
Net cash provided by discontinued operations operating activities (1) | | | | $ | 253 | |
Net cash used in discontinued operations investing activities | | | | (1) | |
(1) Cash flows from discontinued operations operating activities includes an inflow from intercompany transactions that were eliminated from Flex's consolidated operations of $(4) million for the six-month period ended September 29, 2023.
7. BANK BORROWINGS AND LONG-TERM DEBT
Bank borrowings and long-term debt as of September 27, 2024 and March 31, 2024 are as follows:
| | | | | | | | | | | | | | | | | |
| Maturity Date | | As of September 27, 2024 | | As of March 31, 2024 |
| | | (In millions) |
4.750% Notes (1) | June 2025 | | $ | 532 | | | $ | 584 | |
3.750% Notes (1) | February 2026 | | 680 | | | 682 | |
6.000% Notes (1) | January 2028 | | 397 | | | 397 | |
4.875% Notes (1) | June 2029 | | 656 | | | 657 | |
4.875% Notes (1) | May 2030 | | 678 | | | 681 | |
5.250% Notes (1) | January 2032 | | 499 | | | — | |
3.600% HUF Bonds (2) | December 2031 | | 283 | | | 274 | |
Other | | | 1 | | | 1 | |
Debt issuance costs | | | (17) | | | (15) | |
| | | 3,709 | | | 3,261 | |
Current portion, net of debt issuance costs | | | (531) | | | — | |
Non-current portion | | | $ | 3,178 | | | $ | 3,261 | |
(1)The notes are carried at the principal amount of each note, less any unamortized discount or premium and unamortized debt issuance costs. 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% of the original principal amount thereof on each of the seventh, eighth, and ninth anniversaries of the bonds, with the remaining 70% due upon maturity.
The weighted-average interest rate for the Company's long-term debt was 4.6% and 4.5% as of September 27, 2024 and March 31, 2024, respectively.
Scheduled repayments of the Company's bank borrowings and long-term debt as of September 27, 2024 are as follows:
| | | | | | | | |
Fiscal Year Ending March 31, | | Amount |
| | (In millions) |
2025 (1) | | $ | — | |
2026 | | 1,212 | |
2027 | | — | |
2028 | | 397 | |
2029 | | 28 | |
Thereafter | | 2,089 | |
Total | | $ | 3,726 | |
(1)Represents estimated repayments for the remaining fiscal six-month period ending March 31, 2025.
Notes due January 2032
In August 2024, the Company issued $500 million of 5.250% Notes due 2032 (the “Notes”). The Company received proceeds of approximately $496 million, net of discount and certain issuance costs. The Company incurred and capitalized as a direct reduction to the carrying amount of the Notes presented on the balance sheet of approximately $5 million of costs incurred in conjunction with the Notes issuance. Interest on the Notes is payable on January 15 and July 15 of each year, beginning on January 15, 2025.
The indenture governing the Notes contains covenants that, among other things, restrict the ability of the Company and certain of the Company's subsidiaries to create liens; enter into sale-leaseback transactions; and consolidate or merge with, or convey, transfer or lease all or substantially all of the Company's assets to, another person, or permit any other person to consolidate, merge, combine or amalgamate with or into the Company. These covenants are subject to a number of significant limitations and exceptions set forth in the indenture. The indenture also provides for customary events of default, including, but not limited to, cross defaults to certain specified other debt of the Company and its subsidiaries.
In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the indenture occurs or is continuing, the trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the entire principal of Notes, together with all accrued and unpaid interest, if any, to be due and payable immediately, but upon certain conditions such declaration and its consequences may be rescinded and annulled by the holders of a majority in principal amount of the Notes. As of September 27, 2024, the Company was in compliance with the covenants in the indenture governing the Notes.
8. INTEREST EXPENSE AND INTEREST INCOME
Interest expense and interest income for the three and six-month periods ended September 27, 2024 and September 29, 2023 are composed of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three-Month Periods Ended | | Six-Month Periods Ended |
| September 27, 2024 | | September 29, 2023 | | September 27, 2024 | | September 29, 2023 |
| (In millions) |
Interest expenses on debt obligations | $ | 46 | | | $ | 38 | | | $ | 89 | | | $ | 82 | |
AR sale program related expenses | 7 | | | 11 | | | 20 | | | 23 | |
Interest income | (16) | | | (15) | | | (32) | | | (31) | |
9. 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.
As of September 27, 2024, the aggregate notional amount of the Company’s outstanding foreign currency derivative contracts was $8.1 billion as summarized below:
| | | | | | | | | | | | | | |
| | Notional Contract Value in USD |
Currency | | Buy | | Sell |
| | (In millions) |
Cash Flow Hedges | | | | p |
| | | | |
| | | | |
| | | | |
HUF | | $ | 446 | | | $ | — | |
| | | | |
| | | | |
| | | | |
MXN | | 487 | | | — | |
| | | | |
| | | | |
| | | | |
| | | | |
Other | | 696 | | | 12 | |
| | 1,629 | | | 12 | |
Other Foreign Currency Contracts | | | | |
| | | | |
| | | | |
| | | | |
CNY | | 475 | | | 318 | |
EUR | | 1,484 | | | 1,364 | |
| | | | |
| | | | |
| | | | |
| | | | |
JPY | | 14 | | | 270 | |
MXN | | 391 | | | 316 | |
MYR | | 286 | | | 121 | |
| | | | |
| | | | |
| | | | |
Other | | 690 | | | 769 | |
| | 3,340 | | | 3,158 | |
| | | | |
Total Notional Contract Value in USD | | $ | 4,969 | | | $ | 3,170 | |
As of September 27, 2024, 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. As of September 27, 2024 and March 31, 2024, 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 loss was immaterial as of September 27, 2024, and is 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 the USD HUF cross currency swaps.
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. The fair value of the cross currency swaps was included in other current liabilities and other non-current liabilities as of September 27, 2024, and in other current assets and other non-current liabilities as of March 31, 2024. 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.
The following table presents the fair value of the Company’s derivative instruments utilized for foreign currency risk management purposes:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Values of Derivative Instruments |
| Asset Derivatives | | Liability Derivatives |
| | | Fair Value | | | | Fair Value |
| Balance Sheet Location | | September 27, 2024 | | March 31, 2024 | | Balance Sheet Location | | September 27, 2024 | | March 31, 2024 |
| (In millions) |
Derivatives designated as hedging instruments | | | | | | | | | | | |
Foreign currency contracts | Other current assets | | $ | 23 | | | $ | 45 | | | Other current liabilities | | $ | (36) | | | $ | (9) | |
Foreign currency contracts | Other non-current assets | | $ | — | | | $ | — | | | Other liabilities | | $ | (19) | | | $ | (33) | |
| | | | | | | | | | | |
Derivatives not designated as hedging instruments | | | | | | | | | | | |
Foreign currency contracts | Other current assets | | $ | 22 | | | $ | 14 | | | Other current liabilities | | $ | (15) | | | $ | (10) | |
The Company has financial instruments subject to master netting arrangements, which provide for the net settlement of all contracts with certain counterparties. The Company does not offset fair value amounts for assets and liabilities recognized for derivative instruments under these arrangements, as such, the asset and liability balances presented in the table above reflect the gross amounts of derivatives in the condensed consolidated balance sheets. The impact of netting derivative assets and liabilities is not material to the Company’s financial position for any of the periods presented.
10. ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component, net of tax, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three-Month Periods Ended |
| September 27, 2024 | | September 29, 2023 |
| 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 | $ | (23) | | | $ | (215) | | | $ | (238) | | | $ | 20 | | | $ | (189) | | | $ | (169) | |
Other comprehensive gain (loss) before reclassifications | 8 | | | 55 | | | 63 | | | (38) | | | (38) | | | (76) | |
Net (gain) loss reclassified from accumulated other comprehensive loss | 2 | | | — | | | 2 | | | 5 | | | — | | | 5 | |
Net current-period other comprehensive gain (loss) | 10 | | | 55 | | | 65 | | | (33) | | | (38) | | | (71) | |
Ending balance | $ | (13) | | | $ | (160) | | | $ | (173) | | | $ | (13) | | | $ | (227) | | | $ | (240) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six-Month Periods Ended |
| September 27, 2024 | | September 29, 2023 |
| 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 | $ | 4 | | | $ | (199) | | | $ | (195) | | | $ | (14) | | | $ | (180) | | | $ | (194) | |
Other comprehensive gain (loss) before reclassifications | (22) | | | 39 | | | 17 | | | 63 | | | (47) | | | 16 | |
Net (gain) loss reclassified from accumulated other comprehensive loss | 5 | | | — | | | 5 | | | (62) | | | — | | | (62) | |
Net current-period other comprehensive gain (loss) | (17) | | | 39 | | | 22 | | | 1 | | | (47) | | | (46) | |
Ending balance | $ | (13) | | | $ | (160) | | | $ | (173) | | | $ | (13) | | | $ | (227) | | | $ | (240) | |
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 27, 2024 were reclassified out of accumulated other comprehensive loss to other charges (income), net and cost of sales in the condensed consolidated statement of operations, which primarily relate to the Company’s foreign currency contracts accounted for as cash flow hedges. The tax impacts on the changes in accumulated other comprehensive loss for the three-month periods ended September 27, 2024 and September 29, 2023 were $2 million and $11 million, respectively. The tax impacts on the changes in accumulated other comprehensive loss for the six-month periods ended September 27, 2024 and September 29, 2023 were $11 million and $9 million, respectively.
11. TRADE RECEIVABLES SALES PROGRAMS
The Company sells accounts receivables to certain third-party banking institutions under factoring programs. The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $0.7 billion and $0.8 billion as of September 27, 2024 and March 31, 2024, respectively. For the six-month periods ended September 27, 2024 and September 29, 2023, total accounts receivable sold to certain third-party banking institutions was approximately $2.1 billion and $1.7 billion, respectively. The receivables that were sold were removed from the condensed consolidated balance sheets and the cash received was included as cash provided by operating activities in the condensed consolidated statements of cash flows.
12. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:
Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. There were no balances classified as level 1 in the fair value hierarchy as of September 27, 2024 and March 31, 2024.
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.
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 level 2 in the fair value hierarchy.
Level 3 - Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
There were no transfers between levels in the fair value hierarchy during the six-month periods ended September 27, 2024 and September 29, 2023.
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 27, 2024 and March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements as of September 27, 2024 |
| 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) | $ | — | | | $ | 1,640 | | | $ | — | | | $ | 1,640 | |
| | | | | | | |
Foreign currency contracts (Note 9) | — | | | 45 | | | — | | | 45 | |
| | | | | | | |
Deferred compensation plan assets: | | | | | | | 0 |
Mutual funds, money market accounts and equity securities | — | | | 44 | | | — | | | 44 | |
Liabilities: | | | | | | | |
Foreign currency contracts (Note 9) | $ | — | | | $ | (70) | | | $ | — | | | $ | (70) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Fair Value Measurements as of March 31, 2024 |
| 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) | $ | — | | | $ | 759 | | | $ | — | | | $ | 759 | |
| | | | | | | |
Foreign currency contracts (Note 9) | — | | | 59 | | | — | | | 59 | |
Deferred compensation plan assets: | | | | | | | 0 |
Mutual funds, money market accounts and equity securities | — | | | 41 | |