Flex : 2020 Singapore Statutory Financial Statements

FLEX LTD.

AND SUBSIDIARIES

(Company Registration Number 199002645H)

SINGAPORE STATUTORY FINANCIAL STATEMENTS

YEAR ENDED MARCH 31, 2020

SINGAPORE STATUTORY FINANCIAL STATEMENTS

FLEX LTD. AND SUBSIDIARIES(Incorporated in the Republic of Singapore) (Company Registration Number 199002645H)

INDEX

Page
Directors' Statement	S-2
Consolidated Financial Statements of Flex Ltd. and its Subsidiaries	S-11
Supplementary Financial Statements of Flex Ltd. (Parent company)	S-60

FLEX LTD. AND SUBSIDIARIES

Co. Reg. No. 199002645H DIRECTORS' STATEMENT

March 31, 2020

(U.S. dollars in thousands unless otherwise designated as Singapore dollars, S$)

The directors present their statement together with the audited consolidated financial statements of Flex Ltd. and its subsidiaries (the "Company") and balance sheet of Flex Ltd. (the "Parent") for the financial year ended March 31, 2020.

In the opinion of the directors, except for the use of the equity method of accounting for investments in subsidiary corporations to report investments in subsidiary corporations as a separate line in the Parent's balance sheet, instead of consolidating the investments under accounting principles generally accepted in the United States of America, the consolidated financial statements of the Company and supplementary financial statements of the Parent, as set out on pages S-11 to S-59 and pages S-60 through S-74, respectively, are drawn up so as to give a true and fair view of the financial position of the Company and of the Parent as of March 31, 2020, and of the financial performance, results, changes in equity and cash flows of the Company for the financial year then ended and at the date of this statement, there are reasonable grounds to believe that the Parent will be able to pay its debts when they fall due.

Directors

The directors of Flex Ltd. in office at the date of this statement are:

Revathi Advaithi

Michael D. Capellas

Jill A. Greenthal

Jennifer Li

Marc A. Onetto

Willy Chao-Wei Shih, Ph.D.

Charles K. Stevens, III

Lay Koon Tan

William D. Watkins

Lawrence A. Zimmerman

Arrangements to Enable Directors to Acquire Benefits by Means of the Acquisition of Shares and Debentures

Neither at the end of the financial year, nor at any time during the financial year did there subsist any arrangement to which the Parent is a party, whose object is or one of whose objects is to enable the directors of the Parent to acquire benefits by means of the acquisition of shares in or debentures of the Parent, nor any other body corporate except for the options, and restricted share unit awards mentioned below.

Directors' Interests in Shares and Debentures

The interest of the directors who held office at the end of the financial year ended March 31, 2020 (including those held by their spouses and infant children) in the share capital or debentures of the Parent and related corporations were as follows:

Interest Held

Revathi Advaithi (1) (2)

-

42,550

Jill A. Greenthal (4)

-

17,557

Marc A. Onetto (3)

76,929

90,797

Charles K. Stevens, III (4)

-

17,557

William D. Watkins (3)

32,730

46,598

As of March	As of March
Ordinary Shares, no Par Value, in Flex Ltd.	31, 2019	31, 2020
Michael D. Capellas (3)	103,461	218,505
Jennifer Li (3)	9,198	27,929
Willy Chao-Wei Shih, Ph.D. (3)	179,802	193,670
Lay Koon Tan (3)	130,699	157,554
Lawrence A. Zimmerman (3)	91,476	105,344

(1) Ms. Advaithi was appointed to the Board of Directors on February 11, 2019 and at the time of her appointment as well as of March 31, 2019, her interest held in the Parent was zero. As of March 31, 2019 and 2020, Ms. Advaithi held interests in 195,312* and 520,833 contingent restricted share unit awards, respectively, which are not included in the totals above. These restricted share unit awards comprise ordinary shares of the Parent to be allotted and issued pursuant to the 2017 Equity Incentive Plan upon satisfaction of the terms and conditions set by the committee administering the plans upon the grant of such contingent restricted share unit awards.

(2) As of March 31, 2020, Ms. Advaithi also held interests in 390,625 restricted share unit awards, which are not included in the total above, where vesting is contingent upon meeting certain market criteria.

(3) As of March 31, 2019 and 2020, Mr. Capellas also held an interest in 65,392* and zero contingent restricted share unit awards, which are not included in the totals above. As of March 31, 2019 and 2020, Messrs. Onetto, Shih, Tan, Watkins, Zimmerman, and Ms. Li each held interests in 13,868* and 18,611 contingent restricted share unit awards, respectively, which are not included in the totals above. The contingent restricted share unit awards for each year vest on the date immediately prior to the date of the Parent's 2019 and 2020 annual general meetings, respectively.

(4) As of March 31, 2019 and 2020, Mr. Stevens, III and Ms. Greenthal each held interests in 17,557* and 18,611 contingent restricted share unit awards, respectively, which are not included in the totals above. The contingent restricted share unit awards for each year vest on the date immediately prior to the date of the Parent's 2019 and 2020 annual general meetings, respectively.

* Interests held in (i) these respective awards; and (ii) shares (as of March 31, 2019) disclosed in the table above, remain unchanged as of April 1, 2019

Options to acquire ordinary shares, no par value, in Flex Ltd.

No directors of the Parent had an interest in any shares, debentures or share options of the Parent or related corporations either at the beginning or the end of the financial year as recorded in the register of directors' shareholdings kept by the Parent under section 164 of the Singapore Companies Act, Chapter 50.

Share Option and Award Plans (Schemes)

2017 Equity Incentive Plan

The Parent's primary plan used for granting equity compensation awards is the 2017 Equity Incentive Plan (the "2017 Plan"), which is effective since August 15, 2017. Options issued to employees under the 2017 Plan generally vest over four years and expire ten years from the date of grant. Options granted to non-employee directors expire five years from the date of grant. The exercise price of options granted to employees is determined by the Parent's Board of Directors or the Compensation Committee and may not be less than the closing price of the Parent's ordinary shares on the date of grant. Refer to the Directors' Statement for the financial year ended March 31, 2011 through to the Directors' Statement for the financial year ended March 31, 2019 for details of the number and class of shares in respect of which the options were granted, the date of expiration of the options, the basis upon which the option may be exercised, the price or method of fixing the price of issue of the shares underlying the options, whether the holders of options have any right to participate by virtue of the option in any share issue of any other company and the particulars of shares issued during those periods.

During the financial year ended March 31, 2020, no options were granted under the 2017 Plan.

During the financial year ended March 31, 2020, restricted share unit awards for a total of 8,259,272 ordinary shares in the Parent were granted under the 2017 Plan at market values equal to the closing price of the Parent's ordinary shares on the dateof grant ranging from $8.94 to $13.41, and a weighted-average grant-date market value of $9.26. Upon the satisfaction of prescribed time-based, performance based, and/or market-based vesting conditions, ordinary shares in the Parent will be issued, free of payment, to the participants. There is no exercise price payable.

During the financial year ended March 31, 2020, a total of 313 ordinary shares in the Parent were issued by virtue of the exercise of options under the 2017 Plan. As of March 31, 2020, the number and class of unissued shares, under the 2017 Plan underlying the options was 4,188 ordinary shares, net of cancellation of options for zero ordinary shares during the financial year 2020. For all the Parent's options under the 2017 Plan, the expiration dates range from April 2020 to August 2021.

During the financial year ended March 31, 2020, a total of 4,023,762 ordinary shares in the Parent were issued by virtue of the vesting of restricted share unit awards granted under the 2017 Plan. As of March 31, 2020, the number and class of unissued shares comprised in restricted share unit awards granted under the 2017 Plan was 15,998,594 ordinary shares, net of cancellation of restricted share unit awards for 2,753,735 ordinary shares during the financial year 2020. For all the Parent's restricted share unit awards under the 2017 Plan, the expiration dates range from April 2020 to February 2030.

Holders of options granted under the 2017 Plan have no rights to participate, by virtue of such options, in any share issuances of any other company.

2014 NEXTracker Incentive Equity Plan

During the financial year ended March 31, 2016, in conjunction with the acquisition of NEXTracker Inc. ("NEXTracker"), the Parent assumed all of the outstanding unvested restricted share unit awards and outstanding unvested options to purchase shares of common stock of NEXTracker, and converted all these restricted share unit awards and options into restricted share unit awards and options over ordinary shares of the Parent. As a result, the Parent granted equity compensation awards under an additional equity compensation plan as of March 31, 2016, the 2014 NEXTracker Equity Incentive Plan (the "NEXTracker Plan"). Refer to the Directors' Statement for the financial year ended March 31, 2016 through to the Directors' Statement for the financial year ended March 31, 2019 for details of the number and class shares in respect of which the options were granted. Options issued to employees under the NEXTracker Plan generally have a vesting period of two to four years from vesting commencement date and expire ten years from the date of grant. The exercise price of options granted to employees was determined by the Parent based on a conversion rate agreed upon in the purchase agreement of NEXTracker.

During the financial year ended March 31, 2020, no options over ordinary shares in the Parent were granted under the NEXTracker Plan.

During the financial year ended March 31, 2020, a total of 305,482 ordinary shares in the Parent were issued by virtue of the exercise of options under the NEXTracker Plan. As of March 31, 2020, the number and class of unissued shares underlying the options, under the NEXTracker Plan, was 457,561 ordinary shares, net of cancellation of options for 70,665 ordinary shares during the financial year 2020. For all the Parent's options under the NEXTracker Plan, the expiration dates range from April 2020 to September 2027.

During the financial year ended March 31, 2020, no restricted share unit awards in the Parent were granted under the NEXTracker Plan.

During the financial year ended March 31, 2020, a total of 198,762 ordinary shares in the Parent were issued by virtue of the vesting of restricted share unit awards granted under the NEXTracker Plan. As of March 31, 2020, the number and class of unissued shares comprised in restricted share unit awards granted under the NEXTracker Plan was 52,046 ordinary shares, net of cancellation of restricted share unit awards for 136,259 ordinary shares during the financial year 2020. For all the Parent's restricted share unit awards under the NEXTracker Plan, the expiration dates range from April 2020 to September 2027.

Holders of options granted under the NEXTracker Plan have no rights to participate, by virtue of such options, in any share issuances of any other company.

BrightBox Technologies 2013 Plan

During the financial year ended March 31, 2017, in conjunction with an immaterial acquisition, the Parent assumed all of the outstanding, unvested options to purchase shares of common stock of the acquiree, and converted all of these options into options over ordinary shares of the Parent. As a result, the Parent granted equity compensation awards under an additional equity compensation plan as of March 31, 2017, the BrightBox Technologies 2013 Plan (the "BrightBox Plan"). Options issued to employees under the Brightbox Plan have a vesting period of three years from vesting commencement date and expire ten years from the grant date. The exercise price of options granted to employees was determined by the Parent based on a conversion rate agreed upon in the purchase agreement of the acquiree. No additional grants will be made out of this plan in the future.