SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Flex Ltd. (“Parent”) has three tranches of Notes of $500 million , $500 million , and $600 million , respectively, each outstanding, which mature on February 15, 2020, February 15, 2023 and June 15, 2025, respectively. These Notes are senior unsecured obligations, and are guaranteed, fully and unconditionally, jointly and severally, on an unsecured basis, by certain of the Company’s 100% owned subsidiaries (the “guarantor subsidiaries”). These subsidiary guarantees will terminate upon 1) a sale or other disposition of the guarantor or the sale or disposition of all or substantially all the assets of the guarantor (other than to the Parent or a subsidiary); 2) such guarantor ceasing to be a guarantor or a borrower under the Company’s Term Loan Agreement and the Revolving Line of Credit; 3) defeasance or discharge of the Notes, as provided in the Notes indenture; or 4) if at any time the Notes are rated investment grade, provided that each rating agency confirms that the Notes will continue to be rated investment grade after the Note Guaranties are terminated. In lieu of providing separate financial statements for the guarantor subsidiaries, the Company has included the accompanying condensed consolidating financial statements, which are presented using the equity method of accounting. The principal elimination entries relate to investment in subsidiaries and intercompany balances and transactions, including transactions with the Company’s non-guarantor subsidiaries. Condensed Consolidating Balance Sheets as of September 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 823,435 $ 122,531 $ 591,090 $ — $ 1,537,056 Accounts receivable — 941,596 1,399,797 — 2,341,393 Inventories — 1,545,142 2,017,075 — 3,562,217 Inter company receivable 9,952,291 7,457,490 14,178,475 (31,588,256 ) — Other current assets 2,947 179,553 835,454 — 1,017,954 Total current assets 10,778,673 10,246,312 19,021,891 (31,588,256 ) 8,458,620 Property and equipment, net — 576,336 1,759,623 — 2,335,959 Goodwill and other intangible assets, net 1,239 90,316 1,304,208 — 1,395,763 Other assets 2,224,133 276,072 2,001,421 (4,030,834 ) 470,792 Investment in subsidiaries 2,739,759 3,274,766 17,932,399 (23,946,924 ) — Total assets $ 15,743,804 $ 14,463,802 $ 42,019,542 $ (59,566,014 ) $ 12,661,134 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Bank borrowings and current portion of long-term debt $ 58,836 $ 946 $ 6,187 $ — $ 65,969 Accounts payable — 1,497,129 3,017,437 — 4,514,566 Accrued payroll — 119,846 290,741 — 410,587 Inter company payable 10,416,283 10,238,176 10,933,797 (31,588,256 ) — Other current liabilities 21,350 796,156 1,045,039 — 1,862,545 Total current liabilities 10,496,469 12,652,253 15,293,201 (31,588,256 ) 6,853,667 Long term liabilities 2,685,469 2,058,750 2,489,774 (4,030,834 ) 3,203,159 Flex Ltd. shareholders’ equity (deficit) 2,561,866 (247,201 ) 24,194,125 (23,946,924 ) 2,561,866 Noncontrolling interests — — 42,442 — 42,442 Total shareholders’ equity (deficit) 2,561,866 (247,201 ) 24,236,567 (23,946,924 ) 2,604,308 Total liabilities and shareholders’ equity $ 15,743,804 $ 14,463,802 $ 42,019,542 $ (59,566,014 ) $ 12,661,134 Condensed Consolidating Balance Sheets as of March 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 734,869 $ 148,201 $ 724,500 $ — $ 1,607,570 Accounts receivable — 729,331 1,315,426 — 2,044,757 Inventories — 1,482,410 2,009,246 — 3,491,656 Inter company receivable 9,105,728 5,568,392 12,404,722 (27,078,842 ) — Other current assets 2,951 180,842 987,350 — 1,171,143 Total current assets 9,843,548 8,109,176 17,441,244 (27,078,842 ) 8,315,126 Property and equipment, net — 553,072 1,704,561 — 2,257,633 Goodwill and other intangible assets, net 175 60,895 1,284,750 — 1,345,820 Other assets 2,249,145 267,034 2,004,437 (4,054,214 ) 466,402 Investment in subsidiaries 2,815,426 3,010,111 18,175,348 (24,000,885 ) — Total assets $ 14,908,294 $ 12,000,288 $ 40,610,340 $ (55,133,941 ) $ 12,384,981 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Bank borrowings and current portion of long-term debt $ 58,836 $ 946 $ 5,384 $ — $ 65,166 Accounts payable — 1,401,835 2,846,457 — 4,248,292 Accrued payroll — 114,509 239,038 — 353,547 Inter company payable 9,562,405 7,999,335 9,517,102 (27,078,842 ) — Other current liabilities 33,008 869,470 1,002,722 — 1,905,200 Total current liabilities 9,654,249 10,386,095 13,610,703 (27,078,842 ) 6,572,205 Long term liabilities 2,683,173 2,063,988 2,514,299 (4,054,214 ) 3,207,246 Flex Ltd. shareholders’ equity (deficit) 2,570,872 (449,795 ) 24,450,680 (24,000,885 ) 2,570,872 Noncontrolling interests — — 34,658 — 34,658 Total shareholders’ equity (deficit) 2,570,872 (449,795 ) 24,485,338 (24,000,885 ) 2,605,530 Total liabilities and shareholders’ equity $ 14,908,294 $ 12,000,288 $ 40,610,340 $ (55,133,941 ) $ 12,384,981 Condensed Consolidating Statements of Operations for the Three -Month Period Ended September 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 3,991,248 $ 5,191,500 $ (3,174,223 ) $ 6,008,525 Cost of sales — 3,686,831 5,182,226 (3,174,223 ) 5,694,834 Gross profit — 304,417 9,274 — 313,691 Selling, general and administrative expenses — 75,351 168,592 — 243,943 Intangible amortization 75 717 21,194 — 21,986 Interest and other, net 125,803 243,460 (336,243 ) — 33,020 Income (loss) from continuing operations before income taxes (125,878 ) (15,111 ) 155,731 — 14,742 Provision for income taxes 11 2,476 14,763 — 17,250 Equity in earnings in subsidiaries 123,381 (63,394 ) (52,231 ) (7,756 ) — Net income (loss) $ (2,508 ) $ (80,981 ) $ 88,737 $ (7,756 ) $ (2,508 ) Condensed Consolidating Statements of Operations for the Three -Month Period Ended September 25, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 4,482,213 $ 5,514,535 $ (3,679,986 ) $ 6,316,762 Cost of sales — 4,141,254 5,458,578 (3,679,986 ) 5,919,846 Gross profit — 340,959 55,957 — 396,916 Selling, general and administrative expenses — 66,682 150,114 — 216,796 Intangible amortization 75 960 15,092 — 16,127 Interest and other, net (131,637 ) 277,002 (121,652 ) — 23,713 Income (loss) from continuing operations before income taxes 131,562 (3,685 ) 12,403 — 140,280 Provision for (benefit from) income taxes — (5,658 ) 22,961 — 17,303 Equity in earnings in subsidiaries (8,585 ) (33,421 ) 16,794 25,212 — Net income (loss) $ 122,977 $ (31,448 ) $ 6,236 $ 25,212 $ 122,977 Condensed Consolidating Statements of Operations for the Six-Month Period Ended September 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 7,821,600 $ 9,528,146 $ (5,464,408 ) $ 11,885,338 Cost of sales — 7,100,113 9,529,947 (5,464,408 ) 11,165,652 Gross profit — 721,487 (1,801 ) — 719,686 Selling, general and administrative expenses — 145,321 338,168 — 483,489 Intangible amortization 150 1,434 42,000 — 43,584 Interest and other, net (190,588 ) 659,777 (408,241 ) — 60,948 Income (loss) from continuing operations before income taxes 190,438 (85,045 ) 26,272 — 131,665 Provision for income taxes 11 3,070 25,363 — 28,444 Equity in earnings in subsidiaries (87,206 ) (64,121 ) (74,336 ) 225,663 — Net income (loss) $ 103,221 $ (152,236 ) $ (73,427 ) $ 225,663 $ 103,221 Condensed Consolidating Statements of Operations for the Six-Month Period Ended September 25, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 8,528,598 $ 9,450,050 $ (6,095,638 ) $ 11,883,010 Cost of sales — 7,785,313 9,444,078 (6,095,638 ) 11,133,753 Gross profit — 743,285 5,972 — 749,257 Selling, general and administrative expenses — 130,238 295,943 — 426,181 Intangible amortization 150 1,921 21,727 — 23,798 Interest and other, net (397,020 ) 613,414 (176,012 ) — 40,382 Income (loss) from continuing operations before income taxes 396,870 (2,288 ) (135,686 ) — 258,896 Provision for income taxes — 3,441 21,628 — 25,069 Equity in earnings in subsidiaries (163,043 ) (51,830 ) 52,755 162,118 — Net income (loss) $ 233,827 $ (57,559 ) $ (104,559 ) $ 162,118 $ 233,827 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three -Month Period Ended September 30, 2016 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income (loss) $ (2,508 ) $ (80,981 ) $ 88,737 $ (7,756 ) $ (2,508 ) Other comprehensive income: Foreign currency translation adjustments, net of zero tax 4,213 (7,528 ) (3,368 ) 10,896 4,213 Unrealized gain (loss) on derivative instruments and other, net of zero tax (2,059 ) 1,050 (2,059 ) 1,009 (2,059 ) Comprehensive income (loss) $ (354 ) $ (87,459 ) $ 83,310 $ 4,149 $ (354 ) Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three -Month Period Ended September 25, 2015 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income (loss) $ 122,977 $ (31,448 ) $ 6,236 $ 25,212 $ 122,977 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax (30,267 ) (33,696 ) (30,633 ) 64,329 (30,267 ) Unrealized gain (loss) on derivative instruments and other, net of zero tax (5,544 ) 1,160 (5,544 ) 4,384 (5,544 ) Comprehensive income (loss) $ 87,166 $ (63,984 ) $ (29,941 ) $ 93,925 $ 87,166 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Six-Month Period Ended September 30, 2016 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income (loss) $ 103,221 $ (152,236 ) $ (73,427 ) $ 225,663 $ 103,221 Other comprehensive income (loss): 0 Foreign currency translation adjustments, net of zero tax 14,074 10,181 21,395 (31,576 ) 14,074 Unrealized gain (loss) on derivative instruments and other, net of zero tax (711 ) 3,500 (711 ) (2,789 ) (711 ) Comprehensive income (loss) $ 116,584 $ (138,555 ) $ (52,743 ) $ 191,298 $ 116,584 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Six-Month Period Ended September 25, 2015 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income (loss) $ 233,827 $ (57,559 ) $ (104,559 ) $ 162,118 $ 233,827 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax (27,484 ) (57,186 ) (51,530 ) 108,716 (27,484 ) Unrealized gain on derivative instruments and other, net of zero tax 7,285 5,785 7,285 (13,070 ) 7,285 Comprehensive income (loss) $ 213,628 $ (108,960 ) $ (148,804 ) $ 257,764 $ 213,628 Condensed Consolidating Statements of Cash Flows for the Six-Month Period Ended September 30, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ 157,337 $ (390,057 ) $ 776,305 $ (33 ) $ 543,552 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (92,393 ) (186,982 ) — (279,375 ) Acquisition of businesses, net of cash acquired — (80,339 ) (109,556 ) — (189,895 ) Proceeds from divestiture of businesses, net of cash held in divested businesses — 20,500 15,573 — 36,073 Investing cash flows to affiliates (426,040 ) (2,041,309 ) (669,967 ) 3,137,316 — Other investing activities, net (1,213 ) (7,051 ) 28,621 — 20,357 Net cash used in investing activities (427,253 ) (2,200,592 ) (922,311 ) 3,137,316 (412,840 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt 74,944 — 91 — 75,035 Repayments of bank borrowings, long-term debt and capital lease obligations (105,000 ) (3,491 ) (2,101 ) (110,592 ) Payments for repurchases of ordinary shares (184,698 ) — — — (184,698 ) Net proceeds from issuance of ordinary shares 11,344 — — — 11,344 Financing cash flows from affiliates 539,454 2,581,240 16,589 (3,137,283 ) — Other financing activities, net 30,000 (11,347 ) (25,489 ) — (6,836 ) Net cash provided by financing activities 366,044 2,566,402 (10,910 ) (3,137,283 ) (215,747 ) Effect of exchange rates on cash and cash equivalents (7,562 ) (1,423 ) 23,506 — 14,521 Net increase (decrease) in cash and cash equivalents 88,566 (25,670 ) (133,410 ) — (70,514 ) Cash and cash equivalents, beginning of period 734,869 148,201 724,500 — 1,607,570 Cash and cash equivalents, end of period $ 823,435 $ 122,531 $ 591,090 $ — $ 1,537,056 Condensed Consolidating Statements of Cash Flows for the Six-Month Period Ended September 25, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ 389,949 $ (248,082 ) $ 520,128 $ — $ 661,995 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (88,699 ) (205,330 ) 11 (294,018 ) Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business — (559,442 ) (82,471 ) — (641,913 ) Investing cash flows from (to) affiliates (1,326,493 ) (836,415 ) (1,194,368 ) 3,357,276 — Other investing activities, net — (22,822 ) 12,306 — (10,516 ) Net cash used in investing activities (1,326,493 ) (1,507,378 ) (1,469,863 ) 3,357,287 (946,447 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt 595,309 209 35 — 595,553 Repayments of bank borrowings, long-term debt and capital lease obligations (17,507 ) (1,039 ) (2,544 ) — (21,090 ) Payments for repurchases of ordinary shares (241,978 ) — — — (241,978 ) Net proceeds from issuance of ordinary shares 49,074 — — — 49,074 Financing cash flows from affiliates 435,540 1,811,532 1,110,215 (3,357,287 ) — Other financing activities, net — — (37,872 ) — (37,872 ) Net cash provided by financing activities 820,438 1,810,702 1,069,834 (3,357,287 ) 343,687 Effect of exchange rates on cash and cash equivalents 24,766 2,955 (46,937 ) — (19,216 ) Net decrease (increase) in cash and cash equivalents (91,340 ) 58,197 73,162 — 40,019 Cash and cash equivalents, beginning of period 608,971 168,272 851,165 — 1,628,408 Cash and cash equivalents, end of period $ 517,631 $ 226,469 $ 924,327 $ — $ 1,668,427 |