Flex Reports Third Quarter Fiscal 2018 Results

SAN JOSE, Calif., Jan. 25, 2018 /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 third quarter ended December 31, 2017.

"Our third quarter displayed continued revenue growth acceleration and the advancement of our portfolio evolution," said Mike McNamara, CEO at Flex. "This marked our fourth straight quarter of accelerating year-over-year revenue growth, with all four of our business groups beating the mid-point of their revenue guidance ranges. In addition, both our HRS and IEI businesses set new records for quarterly revenue and adjusted operating profits."

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

                                        December 31, 2017            December 31, 2016
                                        -----------------            -----------------

    Net sales                                                 $6,752                   $6,115

    GAAP income before income taxes                              141                      140

    Adjusted operating income                                    220                      223

    GAAP net income                                              118                      129

    Adjusted net income                                          164                      183

    GAAP EPS                                                    0.22                     0.24

    Adjusted EPS                                                0.31                     0.34

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

Third Quarter Fiscal 2018 Results of Operations

Net sales for the third quarter ended December 31, 2017 were $6.75 billion, growing 10% year-over-year and above the high end of the guidance range of $6.3 to $6.7 billion. GAAP income before income taxes was $141 million for the quarter and adjusted operating income was $220 million, at the mid-point of the guidance range of $205 million to $235 million. GAAP net income was approximately $118 million and adjusted net income for the quarter was $164 million. GAAP EPS was $0.22 for the quarter and non-GAAP EPS was $0.31 for the quarter.

Cash Flow and Balance Sheet

Flex generated cash from operations of $150 million and $431 million for the three and nine-month periods ended December 31, 2017, respectively. The Company remains committed to return over 50% of annual free cash flow to its shareholders as it repurchased ordinary shares for approximately $35 million and $180 million during the three and nine-month periods ended December 31, 2017, respectively.

Flex ended the quarter with approximately $1.3 billion of cash on hand and total debt of approximately $2.9 billion. The balance sheet remains strong and is well-positioned to support the business over the long-term.

Fourth Quarter Fiscal Year 2018 Guidance

The Company plans to initiate targeted restructuring activities during its fourth quarter of fiscal 2018. The objective of the activities is to make Flex a faster, more responsive company, and one that will continuously adapt to the incredible marketplace opportunities ahead. While a detailed action plan has not been finalized, the Company expects to incur a minimum charge of $50 million in the fourth quarter and will substantially complete all the associated activities by the end of this fiscal year.

For the fourth quarter ending March 31, 2018, revenue is expected to be in the range of $6.1 to $6.5 billion. Adjusted EPS is expected to be in the range of $0.28 to $0.32 per diluted share. GAAP EPS is expected to be in the range of $0.10 to $0.15 and includes stock-based compensation expense, intangible amortization, and restructuring charges.

Webcast and Conference Call

Flex management team will host a conference call today at 2:00 PM (PT) / 5:00 PM (ET), to review third 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)

Contacts

Investors & Analysts
Kevin Kessel
(408) 576-7985
kevin.kessel@flex.com

Media & Press
Paul Brunato
(408) 576-7534
paul.brunato@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; the possibility that benefits of the Company's restructuring actions may not materialize as expected; 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

                                                                                                                   December 31, 2017                 December 31, 2016
                                                                                                                   -----------------                 -----------------

    GAAP:

              Net sales                                                                                                                   $6,751,552                       $6,114,999

              Cost of sales                                                                                                                6,305,224                        5,698,544
                                                                                                                                         ---------

                   Gross profit                                                                                                              446,328                          416,455

              Selling, general and administrative expenses                                                                                   247,365                          231,551

              Intangible amortization                                                                                                         19,588                           18,734

              Interest and other, net                                                                                                         31,350                           22,838

              Other charges, net                                                                                                               6,865                            3,090
                                                                                                                                             -----

                   Income before income taxes                                                                                                141,160                          140,242

              Provision for income taxes                                                                                                      22,827                           10,773
                                                                                                                                            ------

                   Net income                                                                                                               $118,333                         $129,469
                                                                                                                                          ========


    Earnings per share:

              GAAP                                                                                                                             $0.22                            $0.24
                                                                                                                                              ====

              Non-GAAP                                                                                                                         $0.31                            $0.34
                                                                                                                                             =====


              Diluted shares used in computing per share amounts                                                                             534,352                          545,022

              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)


                                                                                                                   Nine-Month Periods Ended
                                                                                                                   ------------------------

                                                                                                                   December 31, 2017                     December 31, 2016
                                                                                                                   -----------------                     -----------------

    GAAP:

               Net sales                                                                                                                     $19,030,244                   $18,000,337

               Cost of sales                                                                                                                  17,783,659                    16,864,196
                                                                                                                                            ----------

                    Gross profit                                                                                                               1,246,585                     1,136,141

               Selling, general and administrative expenses                                                                                      772,325                       715,040

               Intangible amortization                                                                                                            55,865                        62,318

               Interest and other, net                                                                                                            85,780                        71,869

               Other charges (income), net                                                                                                     (172,467)                       15,007
                                                                                                                                             ---------

                    Income before income taxes                                                                                                   505,082                       271,907

               Provision for income taxes                                                                                                         56,953                        39,217
                                                                                                                                                ------

                    Net income                                                                                                                  $448,129                      $232,690
                                                                                                                                              ========


    Earnings per share:

               GAAP                                                                                                                                $0.84                         $0.42
                                                                                                                                                  ====

               Non-GAAP                                                                                                                            $0.81                         $0.88
                                                                                                                                                 =====


               Diluted shares used in computing per share amounts                                                                                535,972                       548,372

              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
                                                                                                                          -------------------------

                                                                            December 31, 2017                                               December 31, 2016
                                                                            -----------------                                               -----------------

    GAAP gross profit                                                                                            $446,328                             $416,455

                                        Stock-based compensation expense                                                            5,358                         2,437

                                        Contingencies and other (3)                                                                     -                       14,968

    Non-GAAP gross profit                                                                                        $451,686                             $433,860
                                                                                                                 ========                             ========


    GAAP income before income taxes                                                                              $141,160                             $140,242

                                        Intangible amortization                                                                    19,588                        18,734

                                        Stock-based compensation expense                                                           20,758                        20,781

                                        Contingencies and other (3)                                                                     -                       17,421

                                        Other charges, interest and other, net (4)                                                 38,215                        25,928

    Non-GAAP operating income                                                                                    $219,721                             $223,106
                                                                                                                 ========                             ========


    GAAP provision for income taxes                                                                               $22,827                              $10,773

                                        Intangible amortization benefit                                                             2,185                         1,776

                                        Tax benefit on contingencies and other                                                          -                        1,684

    Non-GAAP provision for income taxes                                                                           $25,012                              $14,233
                                                                                                                  =======                              =======


    GAAP net income                                                                                              $118,333                             $129,469

                                        Intangible amortization                                                                    19,588                        18,734

                                        Stock-based compensation expense                                                           20,758                        20,781

                                        Contingencies and other (3)                                                                     -                       17,421

                                        Other charges, interest and other, net (4)                                                  7,892                             -

                                        Adjustments for taxes                                                                     (2,185)                      (3,460)

    Non-GAAP net income                                                                                          $164,386                             $182,945
                                                                                                                 ========                             ========

    Diluted earnings per share:

                                        GAAP                                                                                        $0.22                         $0.24
                                        ====

                                        Non-GAAP                                                                                    $0.31                         $0.34
                                        ========

                                                                                           FLEX

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

                                                                         (In thousands, except per share amounts)


                                                                                                                                      Nine-Month Periods Ended
                                                                                                                                      ------------------------

                                                                                     December 31, 2017                                                  December 31, 2016
                                                                                     -----------------                                                  -----------------

    GAAP gross profit                                                                                                      $1,246,585                           $1,136,141

                                        Stock-based compensation expense                                                                       13,662                         7,506

                                        Distressed customers asset impairments (2)                                                                  -                       92,915

                                        Contingencies and other (3)                                                                            18,933                        21,792

    Non-GAAP gross profit                                                                                                  $1,279,180                           $1,258,354
                                                                                                                           ==========                           ==========


    GAAP income before income taxes                                                                                          $505,082                             $271,907

                                        Intangible amortization                                                                                55,865                        62,318

                                        Stock-based compensation expense                                                                       63,018                        67,311

                                        Distressed customers asset impairments (2)                                                              4,753                        92,915

                                        Contingencies and other (3)                                                                            43,933                        28,960

                                        Other charges (income), interest and other, net (4)                                                  (86,687)                       86,876

    Non-GAAP operating income                                                                                                $585,964                             $610,287
                                                                                                                             ========                             ========


    GAAP provision for income taxes                                                                                           $56,953                              $39,217

                                        Intangible amortization benefit                                                                         6,201                         5,451

                                        Tax benefit on contingencies and other                                                                  2,738                         1,880

                                        Tax benefit on intangible assets                                                                            -                          638

    Non-GAAP provision for income taxes                                                                                       $65,892                              $47,186
                                                                                                                              =======                              =======


    GAAP net income                                                                                                          $448,129                             $232,690

                                        Intangible amortization                                                                                55,865                        62,318

                                        Stock-based compensation expense                                                                       63,018                        67,311

                                        Distressed customers asset impairments (2)                                                              4,753                        92,915

                                        Contingencies and other (3)                                                                            43,933                        28,960

                                        Other charges (income), interest and other, net (4)                                                 (171,440)                        7,388

                                        Adjustments for taxes                                                                                 (8,939)                      (7,969)

    Non-GAAP net income                                                                                                      $435,319                             $483,613
                                                                                                                             ========                             ========

    Diluted earnings per share:

                                        GAAP                                                                                                    $0.84                         $0.42
                                        ====

                                        Non-GAAP                                                                                                $0.81                         $0.88
                                        ========

                                                                                                                                                                                     SCHEDULE III


                                                                                                FLEX

                                                                          UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                           (In thousands)


                                                                                                                          As of December 31, 2017               As of March 31, 2017
                                                                                                                          -----------------------               --------------------

    ASSETS

    Current Assets:

              Cash and cash equivalents                                                                                                              $1,291,183                            $1,830,675

              Accounts receivable, net of allowance for doubtful accounts                                                                             3,100,808                             2,192,704

              Inventories                                                                                                                             3,725,643                             3,396,462

              Other current assets                                                                                                                      965,470                               967,935
                                                                                                                                                      -------

    Total current assets                                                                                                                            9,083,104                             8,387,776


    Property and equipment, net                                                                                                                     2,443,050                             2,317,026

    Goodwill                                                                                                                                        1,104,770                               984,867

    Other intangible assets, net                                                                                                                      438,552                               362,181

    Other assets                                                                                                                                      770,834                               541,513

    Total assets                                                                                                                                  $13,840,310                           $12,593,363
                                                                                                                                                  ===========                           ===========


    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current Liabilities:

              Bank borrowings and current portion of long-term debt                                                                                     $42,954                               $61,534

              Accounts payable                                                                                                                        5,406,512                             4,484,908

              Accrued payroll                                                                                                                           385,985                               344,245

              Other current liabilities                                                                                                               1,580,618                             1,613,940
                                                                                                                                                    ---------

    Total current liabilities                                                                                                                       7,416,069                             6,504,627


    Long-term debt, net of current portion                                                                                                          2,901,720                             2,890,609

    Other liabilities                                                                                                                                 542,541                               519,851


    Total shareholders' equity                                                                                                                      2,979,980                             2,678,276


    Total liabilities and shareholders' equity                                                                                                    $13,840,310                           $12,593,363
                                                                                                                                                  ===========                           ===========

                                                                                                                                                                                       SCHEDULE IV


                                                                                                    FLEX

                                                                          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                               (In thousands)


                                                                                                                                 Nine-Month Periods Ended
                                                                                                                                 ------------------------

                                                                                                                                     December 31, 2017               December 31, 2016
                                                                                                                                     -----------------               -----------------

    CASH FLOWS FROM OPERATING ACTIVITIES:

                         Net income                                                                                                                         $448,129                          $232,690

                          Depreciation, amortization and other impairment
                          charges                                                                                                                            400,015                           466,813

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

                         Changes in working capital and other                                                                                              (265,552)                          313,685
                         -------------------

                         Net cash provided by operating activities                                                                                           431,018                         1,013,188
                                                                                                                                                             -------                         ---------


    CASH FLOWS FROM INVESTING ACTIVITIES:

                         Purchases of property and equipment                                                                                               (432,897)                        (413,596)

                          Proceeds from the disposition of property and
                          equipment                                                                                                                           43,653                            28,056

                         Acquisition of businesses, net of cash acquired                                                                                   (269,724)                        (180,259)

                         Other investing activities, net                                                                                                   (123,883)                         (13,631)


                         Net cash used in investing activities                                                                                             (782,851)                        (579,430)
                                                                                                                                                            --------                          --------


    CASH FLOWS FROM FINANCING ACTIVITIES:

                         Proceeds from bank borrowings and long-term debt                                                                                    866,000                           205,518

                         Repayments of bank borrowings and long-term debt                                                                                  (907,930)                        (115,089)

                         Payments for repurchases of ordinary shares                                                                                       (180,050)                        (259,658)

                         Net proceeds from issuance of ordinary shares                                                                                         2,063                            11,978

                         Other financing activities, net                                                                                                      46,482                          (47,302)
                         -------------------

                         Net cash used in financing activities                                                                                             (173,435)                        (204,553)
                                                                                                                                                            --------                          --------


    Effect of exchange rates on cash and cash equivalents                                                                                                 (14,224)                           20,321
                                                                                                                                                           -------                            ------

                          Net increase (decrease) in cash and cash
                          equivalents                                                                                                                      (539,492)                          249,526

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

                         Cash and cash equivalents, end of period                                                                                         $1,291,183                        $1,857,096
                         ========================================

                 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 customers
     asset impairments
     consist 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.


    (2)                         Distressed
                                customers asset
                                impairments for
                                the nine-month
                                period ended
                                December 31,
                                2017 relate 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 nine-
     month period ended
     December 31, 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. The total
     charge of $92.9
     million is included in
     cost of sales for the
     nine-month period
     ended December 31,
     2016.


    (3)                         Contingencies and
                                other during the
                                nine-month
                                period ended
                                December 31,
                                2017 consists of
                                charges in
                                connection with
                                certain legal
                                matters of which
                                loss
                                contingencies
                                are believed to
                                be probable and
                                estimable.
                                Additionally,
                                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
     recognized
     approximately $17.4
     million in the quarter
     ended December 31,
     2016 and $29.0 million
     was recognized for the
     nine-month period
     ending December 31,
     2016. The plan was
     finalized and
     completed during
     fiscal year 2017.


    (4)                         During the second
                                quarter of
                                fiscal year
                                2018, 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
                                approximately
                                $151.6 million
                                with no related
                                tax impact,
                                which is
                                included in
                                other charges
                                (income), net
                                for the nine-
                                month period
                                ended December
                                31, 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 nine-month
     ended December 31,
     2017. The contingent
     consideration is
     expected to be settled
     in the fourth quarter
     of fiscal year 2018.


    The nine-month period
     ended December 31,
     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