Flex Reports Second Quarter Fiscal 2018 Results

SAN JOSE, Calif., Oct. 26, 2017 /PRNewswire/ -- Flex (NASDAQ: FLEX), the Sketch-to-Scale(TM) solutions provider that designs and builds Intelligent Products for a Connected World(TM), today announced results for its second quarter ended September 29, 2017.

"Our results this quarter strongly indicate Flex's top-line growth, structural portfolio evolution, and capital return all remain on track," said Mike McNamara, CEO at Flex. "We had impressive revenue performance across the board, growing for the third consecutive quarter on a year-over-year basis, with revenue for all four business groups above the midpoint of their respective guidance ranges."

    (US$ in millions, except EPS)   Three-Month Periods Ended

                                        September 29, 2017           September 30, 2016
                                        ------------------           ------------------

    Net sales                                                 $6,270                    $6,009

    GAAP income before income taxes                              218                        15

    Adjusted operating income                                    188                       197

    GAAP net income (loss)                                       205                       (3)

    Adjusted net income                                          142                       152

    GAAP EPS                                                    0.38                      0.00

    Adjusted EPS                                                0.27                      0.28

An explanation and reconciliation of non-GAAP financial measures to GAAP financial measures is presented in Schedule II attached to this press release.

Second Quarter Fiscal 2018 Results of Operations

Net sales for the second quarter ended September 29, 2017 were $6.3 billion, growing 4% year-over-year and at the high end of the guidance range of $5.9 to $6.3 billion. GAAP income before income taxes was $218 million for the quarter and adjusted operating income was $188 million, above the mid-point of the guidance range of $170 million to $200 million. GAAP net income was approximately $205 million and adjusted net income for the quarter was $142 million. GAAP EPS was $0.38 for the quarter and non-GAAP EPS was $0.27 for the quarter.

Cash Flow and Balance Sheet

For the three-month period ended September 29, 2017, Flex generated cash from operations of approximately $142 million and free cash flow of $34 million. For the six-month period ended September 29, 2017, Flex generated cash from operations of $281 million and free cash flow of $53 million. The Company remains committed to return over 50% of annual free cash flow to its shareholders as it repurchased ordinary shares for approximately $71 million and $145 million during the three and six-month periods ended September 29, 2017, respectively. Flex ended the quarter with over $1.3 billion of cash on hand and total debt of $3.0 billion. The balance sheet remains strong and is well-positioned to support the business over the long-term.

Third Quarter Fiscal Year 2018 Guidance

For the third quarter ending December 31, 2017, revenue is expected to be in the range of $6.3 to $6.7 billion, GAAP EPS is expected to be in the range of $0.20 to $0.24 and includes stock-based compensation expense and intangible amortization. Adjusted EPS is expected to be in the range of $0.28 to $0.32 per diluted share.

Webcast and Conference Call

Flex management team will host a conference call today at 2:00 PM (PT) / 5:00 PM (ET), to review second quarter fiscal 2018 results. A live webcast of the event and slides will be available on the Flex Investor Relations website at http://investors.flex.com. An audio replay and transcript will also be available after the event on the Flex Investor Relations website.

About Flex

Flex Ltd. (Reg. No. 199002645H) is the Sketch-to-Scale(TM) solutions provider that designs and builds Intelligent Products for a Connected World(TM). With approximately 200,000 professionals across 30 countries, Flex provides innovative design, engineering, manufacturing, real-time supply chain insight and logistics services to companies of all sizes in various industries and end-markets. For more information, visit flex.com or follow us on Twitter @Flexintl. Flex - Live Smarter(TM)

Contact

Kevin Kessel, CFA
Vice President, Investor Relations & Corporate Communications
(408) 576-7985
kevin.kessel@flex.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. securities laws including statements related to future expected revenues and earnings per share. These forward-looking statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. These risks include: that future revenues and earnings may not be achieved as expected; the challenges of effectively managing our operations, including our ability to control costs and manage changes in our operations; compliance with legal and regulatory requirements; that the expected revenue and margins from recently launched programs may not be realized; our dependence on a small number of customers; geopolitical risk, including the termination and renegotiation of international trade agreements; that recently proposed changes or future changes in tax laws in certain jurisdictions where we operate could materially impact our tax expense; and the effects that the current macroeconomic environment could have on our business and demand for our products as well as the effects that current credit and market conditions could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations. Additional information concerning these and other risks is described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our reports on Forms 10-K and 10-Q that we file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release are based on current expectations and Flex assumes no obligation to update these forward-looking statements. Our share repurchase program does not obligate the Company to repurchase a specific number of shares and may be suspended or terminated at any time without prior notice.

                                                                                                                                                                         SCHEDULE I


                                                                                                       FLEX

                                                                            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                     (In thousands, except per share amounts)


                                                                                                                                                         Three-Month Periods Ended

                                                                                                                                      September 29, 2017                  September 30, 2016
                                                                                                                                      ------------------                  ------------------

    GAAP:

                                 Net sales                                                                                                                   $6,270,420                      $6,008,525

                                 Cost of sales                                                                                                                5,877,095                       5,694,834


                                      Gross profit                                                                                                              393,325                         313,691

                                 Selling, general and administrative expenses                                                                                   274,149                         243,943

                                 Intangible amortization                                                                                                         16,376                          21,986

                                 Interest and other, net                                                                                                         27,554                          24,632

                                 Other charges (income), net                                                                                                  (143,167)                          8,388


                                      Income before income taxes                                                                                                218,413                          14,742

                                 Provision for income taxes                                                                                                      13,327                          17,250


                                      Net income (loss)                                                                                                        $205,086                        $(2,508)



    Earnings (losses) per share:

                                 GAAP                                                                                                                             $0.38                           $0.00


                                 Non-GAAP                                                                                                                         $0.27                           $0.28



                                 Basic shares used in computing per share amounts (2)                                                                           531,313                         544,055


                                 Diluted shares used in computing per share amounts (2)                                                                         536,019                         544,055



                                  See Schedule II for the reconciliation of GAAP to non-GAAP financial measures. See the
                                  accompanying notes on Schedule V attached to this press release.

                                                                                               FLEX

                                                                    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                             (In thousands, except per share amounts)


                                                                                                                                                 Six-Month Periods Ended
                                                                                                                                                 -----------------------

                                                                                                                              September 29, 2017                 September 30, 2016
                                                                                                                              ------------------                 ------------------

    GAAP:

                        Net sales                                                                                                                  $12,278,692                      $11,885,338

                        Cost of sales                                                                                                               11,478,435                       11,165,652


                             Gross profit                                                                                                              800,257                          719,686

                        Selling, general and administrative expenses                                                                                   524,960                          483,489

                        Intangible amortization                                                                                                         36,277                           43,584

                        Interest and other, net                                                                                                         54,430                           49,031

                        Other charges (income), net                                                                                                  (179,332)                          11,917


                             Income before income taxes                                                                                                363,922                          131,665

                        Provision for income taxes                                                                                                      34,126                           28,444


                             Net income                                                                                                               $329,796                         $103,221



    Earnings per share:

                        GAAP                                                                                                                             $0.61                            $0.19


                        Non-GAAP                                                                                                                         $0.51                            $0.55



                        Basic shares used in computing per share amounts                                                                               530,790                          544,353


                        Diluted shares used in computing per share amounts                                                                             536,311                          549,934



                         See Schedule II for the reconciliation of GAAP to non-GAAP financial measures. See the
                         accompanying notes on Schedule V attached to this press release.

                                                                                                                                              SCHEDULE II


                                                                                FLEX

                                                      RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)

                                                              (In thousands, except per share amounts)


                                                                                                                               Three-Month Periods Ended
                                                                                                                               -------------------------

                                                                                                            September 29, 2017                  September 30, 2016
                                                                                                            ------------------                  ------------------

    GAAP gross profit                                                                                                              $393,325                        $313,691

               Stock-based compensation expense                                                                                         4,985                           2,636

               Distressed customer asset impairment (3)                                                                                     -                         92,915

               Contingencies and other (4)                                                                                             18,933                           6,824

    Non-GAAP gross profit                                                                                                          $417,243                        $416,066



    GAAP income before income taxes                                                                                                $218,413                         $14,742

               Intangible amortization                                                                                                 16,376                          21,986

               Stock-based compensation expense                                                                                        20,464                          22,733

               Distressed customer asset impairment (3)                                                                                 4,753                          92,915

               Contingencies and other (4)                                                                                             43,933                          11,539

               Other charges (income), net (5)                                                                                      (143,167)                          8,388

               Interest and other, net                                                                                                 27,554                          24,632

    Non-GAAP operating income                                                                                                      $188,326                        $196,935



    GAAP provision for income taxes                                                                                                 $13,327                         $17,250

               Intangible amortization benefit                                                                                          2,250                           1,825

               Tax benefit on contingencies and other                                                                                   2,738                             196

    Non-GAAP provision for income taxes                                                                                             $18,315                         $19,271



    GAAP net income (loss)                                                                                                         $205,086                        $(2,508)

               Intangible amortization                                                                                                 16,376                          21,986

               Stock-based compensation expense                                                                                        20,464                          22,733

               Distressed customer asset impairment (3)                                                                                 4,753                          92,915

               Contingencies and other (4)                                                                                             43,933                          11,539

               Other charges (income), net (5)                                                                                      (143,167)                          7,388

               Adjustments for taxes                                                                                                  (4,988)                        (2,021)

    Non-GAAP net income                                                                                                            $142,457                        $152,032


    Diluted earnings (losses) per share:

               GAAP (2)                                                                                                                 $0.38                           $0.00


               Non-GAAP (2)                                                                                                             $0.27                           $0.28

                                                                                       FLEX

                                                            RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)

                                                                     (In thousands, except per share amounts)


                                                                                                                                          Six-Month Periods Ended
                                                                                                                                          -----------------------

                                                                                                                      September 29, 2017              September 30, 2016
                                                                                                                      ------------------              ------------------

    GAAP gross profit                                                                                                                    $800,257                        $719,686

                                   Stock-based compensation expense                                                                           8,304                           5,069

                                   Distressed customer asset impairment (3)                                                                       -                         92,915

                                   Contingencies and other (4)                                                                               18,933                           6,824

    Non-GAAP gross profit                                                                                                                $827,494                        $824,494



    GAAP income before income taxes                                                                                                      $363,922                        $131,665

                                   Intangible amortization                                                                                   36,277                          43,584

                                   Stock-based compensation expense                                                                          42,260                          46,530

                                   Distressed customer asset impairment (3)                                                                   4,753                          92,915

                                   Contingencies and other (4)                                                                               43,933                          11,539

                                   Other charges (income), net (5)                                                                        (179,332)                         11,917

                                   Interest and other, net                                                                                   54,430                          49,031

    Non-GAAP operating income                                                                                                            $366,243                        $387,181



    GAAP provision for income taxes                                                                                                       $34,126                         $28,444

                                   Intangible amortization benefit                                                                            4,016                           3,675

                                   Tax benefit on contingencies and other                                                                     2,738                             196

                                   Tax benefit on intangible assets                                                                               -                            638

    Non-GAAP provision for income taxes                                                                                                   $40,880                         $32,953



    GAAP net income                                                                                                                      $329,796                        $103,221

                                   Intangible amortization                                                                                   36,277                          43,584

                                   Stock-based compensation expense                                                                          42,260                          46,530

                                   Distressed customer asset impairment (3)                                                                   4,753                          92,915

                                   Contingencies and other (4)                                                                               43,933                          11,539

                                   Other charges (income), net (5)                                                                        (179,332)                          7,388

                                   Adjustments for taxes                                                                                    (6,754)                        (4,509)

    Non-GAAP net income                                                                                                                  $270,933                        $300,668


    Diluted earnings per share:

                                   GAAP                                                                                                       $0.61                           $0.19


                                   Non-GAAP                                                                                                   $0.51                           $0.55

                                                                                                                                                                                   SCHEDULE III


                                                                                                                FLEX

                                                                                          UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                                           (In thousands)


                                                                                                                                          As of September 29, 2017                 As of March 31, 2017
                                                                                                                                          ------------------------                 --------------------

    ASSETS

    Current Assets:

                                            Cash and cash equivalents                                                                                                   $1,369,502                             $1,830,675

                                             Accounts receivable, net of allowance for doubtful
                                             accounts                                                                                                      2,632,934                              2,192,704

                                            Inventories                                                                                                                  3,773,654                              3,396,462

                                            Other current assets                                                                                                         1,091,957                                967,935


    Total current assets                                                                                                                                              8,868,047                              8,387,776


    Property and equipment, net                                                                                                                                       2,415,574                              2,317,026

    Goodwill                                                                                                                                                          1,086,978                                984,867

    Other intangible assets, net                                                                                                                                        420,459                                362,181

    Other assets                                                                                                                                                        770,848                                541,513

    Total assets                                                                                                                                                     $13,561,906                            $12,593,363
                                                                                                                                                                     ===========                            ===========


    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current Liabilities:

                                            Bank borrowings and current portion of long-term debt                                                                          $46,977                                $61,534

                                            Accounts payable                                                                                                             5,231,130                              4,484,908

                                            Accrued payroll                                                                                                                400,074                                344,245

                                            Other current liabilities                                                                                                    1,552,254                              1,613,940


    Total current liabilities                                                                                                                                         7,230,435                              6,504,627


    Long-term debt, net of current portion                                                                                                                            2,909,144                              2,890,609

    Other liabilities                                                                                                                                                   550,042                                519,851


    Total shareholders' equity                                                                                                                                        2,872,285                              2,678,276


    Total liabilities and shareholders' equity                                                                                                                       $13,561,906                            $12,593,363
                                                                                                                                                                     ===========                            ===========

                                                                                                                                                                                                    SCHEDULE IV


                                                                                                                   FLEX

                                                                                        UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                              (In thousands)


                                                                                                                                             Six-Month Periods Ended
                                                                                                                                             -----------------------

                                                                                                                                                September 29, 2017               September 30, 2016
                                                                                                                                                ------------------               ------------------

    CASH FLOWS FROM OPERATING ACTIVITIES:

                            Net income                                                                                                                                  $329,796                                  $103,221

                            Depreciation, amortization and other impairment charges                                                                                      264,718                                   337,387

                            Gain from deconsolidation of a subsidiary entity                                                                                           (151,574)                                        -

                            Changes in working capital and other                                                                                                       (162,135)                                  102,944


                            Net cash provided by operating activities                                                                                                    280,805                                   543,552
                                                                                                                                                                         -------                                   -------


    CASH FLOWS FROM INVESTING ACTIVITIES:

                            Purchases of property and equipment                                                                                                        (264,030)                                (305,936)

                            Proceeds from the disposition of property and equipment                                                                                       36,123                                    26,561

                            Acquisition of businesses, net of cash acquired                                                                                            (273,167)                                (189,895)

                             Proceeds from divestiture of business, net of cash held in
                             divested business                                                                                                                           (2,949)                                   36,073

                            Other investing activities, net                                                                                                            (114,063)                                   20,357


                            Net cash used in investing activities                                                                                                      (618,086)                                (412,840)
                                                                                                                                                                        --------                                  --------


    CASH FLOWS FROM FINANCING ACTIVITIES:

                            Proceeds from bank borrowings and long-term debt                                                                                                   -                                   75,035

                            Repayments of bank borrowings and long-term debt                                                                                            (26,483)                                (110,592)

                            Payments for repurchases of ordinary shares                                                                                                (145,005)                                (184,698)

                            Net proceeds from issuance of ordinary shares                                                                                                  1,211                                    11,344

                            Other financing activities, net                                                                                                               60,591                                   (6,836)


                            Net cash used in financing activities                                                                                                      (109,686)                                (215,747)
                                                                                                                                                                        --------                                  --------

    Effect of exchange rates on cash and cash equivalents                                                                                                            (14,206)                                   14,521
                                                                                                                                                                      -------                                    ------

                            Net decrease in cash and cash equivalents                                                                                                  (461,173)                                 (70,514)

                            Cash and cash equivalents, beginning of period                                                                                             1,830,675                                 1,607,570


                            Cash and cash equivalents, end of period                                                                                                  $1,369,502                                $1,537,056
                            =============

                             SCHEDULE V


           FLEX AND SUBSIDIARIES

    NOTES TO SCHEDULES I, II, III, & IV


                                    (1) To supplement Flex's
                                         unaudited selected
                                         financial data
                                         presented consistent
                                         with Generally
                                         Accepted Accounting
                                         Principles ("GAAP"),
                                         the Company
                                         discloses certain
                                         non-GAAP financial
                                         measures that
                                         exclude certain
                                         charges, including
                                         non-GAAP gross
                                         profit, non-GAAP
                                         operating income,
                                         non-GAAP net income
                                         and non-GAAP net
                                         income per diluted
                                         share. These
                                         supplemental
                                         measures exclude
                                         stock-based
                                         compensation
                                         expense, intangible
                                         amortization, other
                                         discrete events as
                                         applicable and the
                                         related tax effects.
                                         These non-GAAP
                                         measures are not in
                                         accordance with or
                                         an alternative for
                                         GAAP, and may be
                                         different from non-
                                         GAAP measures used
                                         by other companies.
                                         We believe that
                                         these non-GAAP
                                         measures have
                                         limitations in that
                                         they do not reflect
                                         all of the amounts
                                         associated with
                                         Flex's results of
                                         operations as
                                         determined in
                                         accordance with GAAP
                                         and that these
                                         measures should only
                                         be used to evaluate
                                         Flex's results of
                                         operations in
                                         conjunction with the
                                         corresponding GAAP
                                         measures.  The
                                         presentation of this
                                         additional
                                         information is not
                                         meant to be
                                         considered in
                                         isolation or as a
                                         substitute for the
                                         most directly
                                         comparable GAAP
                                         measures.  We
                                         compensate for the
                                         limitations of non-
                                         GAAP financial
                                         measures by relying
                                         upon GAAP results to
                                         gain a complete
                                         picture of the
                                         Company's
                                         performance.


                                        In calculating non-
                                         GAAP financial
                                         measures, we exclude
                                         certain items to
                                         facilitate a review
                                         of the comparability
                                         of the Company's
                                         operating
                                         performance on a
                                         period-to-period
                                         basis because such
                                         items are not, in
                                         our view, related to
                                         the Company's
                                         ongoing operational
                                         performance. We use
                                         non-GAAP measures
                                         to evaluate the
                                         operating
                                         performance of our
                                         business, for
                                         comparison with
                                         forecasts and
                                         strategic plans, for
                                         calculating return
                                         on investment, and
                                         for benchmarking
                                         performance
                                         externally against
                                         competitors. In
                                         addition,
                                         management's
                                         incentive
                                         compensation is
                                         determined using
                                         certain non-GAAP
                                         measures. Also, when
                                         evaluating potential
                                         acquisitions, we
                                         exclude certain of
                                         the items described
                                         below from
                                         consideration of the
                                         target's performance
                                         and valuation.
                                         Since we find these
                                         measures to be
                                         useful, we believe
                                         that investors
                                         benefit from seeing
                                         results "through the
                                         eyes" of management
                                         in addition to
                                         seeing GAAP results.
                                          We believe that
                                          these non-GAAP
                                         measures, when read
                                         in conjunction with
                                         the Company's GAAP
                                         financials, provide
                                         useful information
                                         to investors by
                                         offering:


                                        the ability to make
                                          more meaningful
                                          period-to-period
                                          comparisons of the
                                          Company's on-going
                                          operating results;
                                          
    the ability to
                                          better identify
                                          trends in the
                                          Company's underlying
                                          business and perform
                                          related trend
                                          analyses; 
    a better
                                          understanding of how
                                          management plans and
                                          measures the
                                          Company's underlying
                                          business; and 
    an
                                          easier way to
                                          compare the
                                          Company's operating
                                          results against
                                          analyst financial
                                          models and operating
                                          results of
                                          competitors that
                                          supplement their
                                          GAAP results with
                                          non-GAAP financial
                                          measures.


                                        The following are
                                         explanations of each
                                         of the adjustments
                                         that we incorporate
                                         into non-GAAP
                                         measures, as well as
                                         the reasons for
                                         excluding each of
                                         these individual
                                         items in the
                                         reconciliations of
                                         these non-GAAP
                                         financial measures:


                                        Stock-based compensation expense consists
                                         of non-cash charges for the estimated
                                         fair value of stock options and unvested
                                         restricted share unit awards granted to
                                         employees and assumed in business
                                         acquisitions.  The Company believes that
                                         the exclusion of these charges provides
                                         for more accurate comparisons of its
                                         operating results to peer companies due
                                         to the varying available valuation
                                         methodologies, subjective assumptions and
                                         the variety of award types.  In addition,
                                         the Company believes it is useful to
                                         investors to understand the specific
                                         impact stock-based compensation expense
                                         has on its operating results.


                                        Intangible amortization consists primarily
                                         of non-cash charges that can be impacted
                                         by, among other things, the timing and
                                         magnitude of acquisitions.  The Company
                                         considers its operating results without
                                         these charges when evaluating its ongoing
                                         performance and forecasting its earnings
                                         trends, and therefore excludes such
                                         charges when presenting non-GAAP
                                         financial measures.  The Company believes
                                         that the assessment of its operations
                                         excluding these costs is relevant to its
                                         assessment of internal operations and
                                         comparisons to the performance of its
                                         competitors.


                                        Distressed customer assets impairment
                                         consists primarily of non-cash inventory
                                         impairments of certain inventory on hand
                                         to net realizable value as well as
                                         additional provisions for doubtful
                                         accounts receivable for customers that
                                         are experiencing significant financial
                                         difficulties. These costs are excluded by
                                         the Company's management in assessing
                                         current operating performance and
                                         forecasting its earnings trends and are
                                         therefore excluded by the Company from
                                         its non-GAAP measures. See additional
                                         description related to the specific
                                         period charge as applicable below.


                                        Contingencies and other consists primarily
                                         of charges in connection with certain
                                         legal matters of which loss contingencies
                                         are believed to be probable and
                                         estimable. It also includes certain
                                         targeted site restructuring costs and
                                         damages incurred from natural disasters
                                         which are not directly related to ongoing
                                         or core business results, and do not
                                         reflect expected future operating
                                         expense. These costs are excluded by the
                                         Company's management in assessing current
                                         operating performance and forecasting its
                                         earnings trends and are therefore
                                         excluded by the Company from its non-
                                         GAAP measures.


                                        Adjustment for taxes relates to the tax
                                         effects of the various adjustments that
                                         we incorporate into non-GAAP measures in
                                         order to provide a more meaningful
                                         measure on non-GAAP net income and
                                         certain adjustments related to non-
                                         recurring settlements of tax
                                         contingencies when applicable.


                                        Other charges (income), net consists of
                                         various other types of items that are not
                                         directly related to ongoing or core
                                         business results, such as the gain or
                                         loss from certain divestitures and
                                         impairment charges associated with non-
                                         core investments.  We exclude these items
                                         because they are not related to the
                                         Company's ongoing operating performance
                                         or do not affect core operations.
                                         Excluding these amounts provide investors
                                         with a basis to compare Company
                                         performance against the performance of
                                         other companies without this variability.


                                        For the three-month
                                         period ended
                                         September 29, 2017,
                                         Free Cash Flow was
                                         $34 million
                                         consisting of GAAP
                                         net cash flows from
                                         operating activities
                                         of approximately
                                         $142 million less
                                         purchases of
                                         property and
                                         equipment net of
                                         proceeds from
                                         dispositions of $108
                                         million. 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
                                         and for certain
                                         other activities.
                                         Since Free Cash Flow
                                         includes investments
                                         in operating assets,
                                         we believe this non-
                                         GAAP liquidity
                                         measure is useful in
                                         addition to the most
                                         directly comparable
                                         GAAP measure - "net
                                         cash flows provided
                                         by operating
                                         activities."


                                    (2) Basic shares were
                                         used in calculating
                                         diluted GAAP EPS for
                                         the quarter ended
                                         September 30, 2016
                                         due to the net loss
                                         recognized during
                                         the period. Diluted
                                         shares for Q2 fiscal
                                         2017 were 548,358
                                         thousand which were
                                         used in calculating
                                         diluted Non-GAAP
                                         EPS for the quarter.


                                    (3) Distressed customer
                                         assets impairment
                                         for the three and
                                         six-month periods
                                         ended September 29,
                                         2017    relates to
                                         additional provision
                                         for doubtful
                                         accounts receivable
                                         for a customer
                                         experiencing
                                         significant
                                         financial
                                         difficulties.


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


                                        During the second
                                         quarter of fiscal
                                         year 2017, prices
                                         for solar panel
                                         modules declined
                                         significantly. The
                                         Company determined
                                         that certain solar
                                         panel inventory on
                                         hand as of September
                                         30, 2016 was not
                                         fully recoverable
                                         and recorded a
                                         charge of $60
                                         million to reduce
                                         the carrying costs
                                         to market in the
                                         three and six-month
                                         periods ended
                                         September 30, 2016.
                                         The Company also
                                         recognized a $16
                                         million impairment
                                         charge for solar
                                         module equipment and
                                         $16.9 million
                                         primarily related to
                                         negative margin
                                         sales and other
                                         associated solar
                                         panel direct costs
                                         incurred during the
                                         same periods. The
                                         total charge of
                                         $92.9 million is
                                         included in cost of
                                         sales for the three
                                         and six-month
                                         periods ended
                                         September 30, 2016.


                                    (4) Contingencies and
                                         other during the
                                         three and six-month
                                         periods ended
                                         September 29, 2017
                                         consist of charges
                                         in connection with
                                         certain legal
                                         matters of which
                                         loss contingencies
                                         are believed to be
                                         probable and
                                         estimable.
                                         Additionally, during
                                         the second quarter
                                         ended September 29,
                                         2017 the Company
                                         incurred various
                                         other charges
                                         predominantly
                                         related to damages
                                         incurred from a
                                         typhoon that
                                         impacted one of its
                                         China facilities.


                                        During fiscal year
                                         2017, the Company
                                         initiated a plan to
                                         rationalize the
                                         current footprint at
                                         existing sites
                                         including corporate
                                         SG&A functions and
                                         to continue to shift
                                         the talent base in
                                         support of its
                                         Sketch-to-
                                         Scale(TM)
                                         initiatives. As part
                                         of this plan,
                                         approximately $11.5
                                         million was
                                         recognized in the
                                         quarter ended
                                         September 30, 2016.
                                         The plan was
                                         finalized and
                                         completed during
                                         fiscal year 2017.


                                    (5) During the quarter
                                         ended September 29,
                                         2017, the Company
                                         and other minority
                                         shareholders of
                                         Elementum amended
                                         certain agreements
                                         and as a result, the
                                         Company concluded it
                                         no longer had
                                         majority control and
                                         accordingly,
                                         deconsolidated the
                                         entity. As part of
                                         the deconsolidation,
                                         we recognized a gain
                                         of $151.6 million,
                                         which is included in
                                         other charges
                                         (income), net for
                                         the three and six-
                                         month periods ended
                                         September 29, 2017.


                                        In addition, the
                                         company sold its
                                         Wink business during
                                         first quarter of
                                         fiscal year 2018 to
                                         an unrelated third-
                                         party venture backed
                                         company in exchange
                                         for contingent
                                         consideration fair
                                         valued at $59
                                         million and
                                         recognized a gain on
                                         sale of $38.7
                                         million, which is
                                         recorded in other
                                         charges (income),
                                         net for the six-
                                         months ended
                                         September 29, 2017.
                                         The contingent
                                         consideration is
                                         expected to be
                                         settled in the
                                         fourth quarter of
                                         fiscal year 2018.


                                        The three and six-
                                         month periods ended
                                         September 30, 2016
                                         includes a $7.4
                                         million loss
                                         attributable to a
                                         non-strategic
                                         facility sold during
                                         the second quarter
                                         of fiscal year 2017.

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SOURCE Flex