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 December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 943,807 $ 63,698 $ 849,591 $ — $ 1,857,096 Accounts receivable — 815,141 1,347,609 — 2,162,750 Inventories — 1,521,272 1,972,345 — 3,493,617 Inter company receivable 10,504,971 7,802,175 14,601,712 (32,908,858 ) — Other current assets 5,796 187,215 907,148 — 1,100,159 Total current assets 11,454,574 10,389,501 19,678,405 (32,908,858 ) 8,613,622 Property and equipment, net — 584,382 1,737,154 — 2,321,536 Goodwill and other intangible assets, net 1,214 85,894 1,250,213 — 1,337,321 Other assets 2,211,872 276,492 2,000,849 (3,958,643 ) 530,570 Investment in subsidiaries 2,562,818 3,456,295 17,947,038 (23,966,151 ) — Total assets $ 16,230,478 $ 14,792,564 $ 42,613,659 $ (60,833,652 ) $ 12,803,049 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Bank borrowings and current portion of long-term debt $ 63,365 $ — $ 5,491 $ — $ 68,856 Accounts payable — 1,734,186 2,965,548 — 4,699,734 Accrued payroll — 99,464 258,458 — 357,922 Inter company payable 10,728,155 10,528,081 11,652,622 (32,908,858 ) — Other current liabilities 28,349 785,866 937,030 — 1,751,245 Total current liabilities 10,819,869 13,147,597 15,819,149 (32,908,858 ) 6,877,757 Long term liabilities 2,810,714 2,042,092 2,389,632 (3,958,643 ) 3,283,795 Flex Ltd. shareholders’ equity (deficit) 2,599,895 (397,125 ) 24,363,276 (23,966,151 ) 2,599,895 Noncontrolling interests — — 41,602 — 41,602 Total shareholders’ equity (deficit) 2,599,895 (397,125 ) 24,404,878 (23,966,151 ) 2,641,497 Total liabilities and shareholders’ equity $ 16,230,478 $ 14,792,564 $ 42,613,659 $ (60,833,652 ) $ 12,803,049 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 3,038,002 18,175,348 (24,028,776 ) — Total assets $ 14,908,294 $ 12,028,179 $ 40,610,340 $ (55,161,832 ) $ 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 (421,904 ) 24,450,680 (24,028,776 ) 2,570,872 Noncontrolling interests — — 34,658 — 34,658 Total shareholders’ equity (deficit) 2,570,872 (421,904 ) 24,485,338 (24,028,776 ) 2,605,530 Total liabilities and shareholders’ equity $ 14,908,294 $ 12,028,179 $ 40,610,340 $ (55,161,832 ) $ 12,384,981 Condensed Consolidating Statements of Operations for the Three -Month Period Ended December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 4,186,855 $ 4,453,753 $ (2,525,609 ) $ 6,114,999 Cost of sales — 3,722,516 4,501,637 (2,525,609 ) 5,698,544 Gross profit (loss) — 464,339 (47,884 ) — 416,455 Selling, general and administrative expenses — 66,738 164,813 — 231,551 Intangible amortization 25 864 17,845 — 18,734 Interest and other, net (370,703 ) 662,422 (265,791 ) — 25,928 Income (loss) from continuing operations before income taxes 370,678 (265,685 ) 35,249 — 140,242 Provision for (benefit from) income taxes — (4,018 ) 14,791 — 10,773 Equity in earnings in subsidiaries (241,209 ) (71,920 ) 4,401 308,728 — Net income (loss) $ 129,469 $ (333,587 ) $ 24,859 $ 308,728 $ 129,469 Condensed Consolidating Statements of Operations for the Three -Month Period Ended December 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 4,597,684 $ 5,718,182 $ (3,552,689 ) $ 6,763,177 Cost of sales — 4,187,076 5,676,323 (3,552,689 ) 6,310,710 Gross profit — 410,608 41,859 — 452,467 Selling, general and administrative expenses — 83,346 157,271 — 240,617 Intangible amortization 75 960 18,284 — 19,319 Interest and other, net 49,358 316,345 (299,722 ) — 65,981 Income (loss) from continuing operations before income taxes (49,433 ) 9,957 166,026 — 126,550 Benefit from income taxes — (8,071 ) (14,289 ) — (22,360 ) Equity in earnings in subsidiaries 198,343 (88,988 ) (10,534 ) (98,821 ) — Net income (loss) $ 148,910 $ (70,960 ) $ 169,781 $ (98,821 ) $ 148,910 Condensed Consolidating Statements of Operations for the Nine-Month Period Ended December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 12,008,455 $ 13,981,899 $ (7,990,017 ) $ 18,000,337 Cost of sales — 10,822,629 14,031,584 (7,990,017 ) 16,864,196 Gross profit (loss) — 1,185,826 (49,685 ) — 1,136,141 Selling, general and administrative expenses — 212,059 502,981 — 715,040 Intangible amortization 175 2,298 59,845 — 62,318 Interest and other, net (561,290 ) 1,322,198 (674,032 ) — 86,876 Income (loss) from continuing operations before income taxes 561,115 (350,729 ) 61,521 — 271,907 Provision for (benefit from) income taxes 11 (947 ) 40,153 — 39,217 Equity in earnings in subsidiaries (328,414 ) (136,175 ) (69,935 ) 534,524 — Net income (loss) $ 232,690 $ (485,957 ) $ (48,567 ) $ 534,524 $ 232,690 Condensed Consolidating Statements of Operations for the Nine-Month Period Ended December 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 13,126,281 $ 15,168,232 $ (9,648,326 ) $ 18,646,187 Cost of sales — 11,972,388 15,120,401 (9,648,326 ) 17,444,463 Gross profit — 1,153,893 47,831 — 1,201,724 Selling, general and administrative expenses — 213,614 453,184 — 666,798 Intangible amortization 225 2,881 40,011 — 43,117 Interest and other, net (347,663 ) 929,730 (475,704 ) — 106,363 Income from continuing operations before income taxes 347,438 7,668 30,340 — 385,446 Provision for (benefit from) income taxes — (4,630 ) 7,339 — 2,709 Equity in earnings in subsidiaries 35,299 (140,241 ) 42,225 62,717 — Net income (loss) $ 382,737 $ (127,943 ) $ 65,226 $ 62,717 $ 382,737 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three -Month Period Ended December 31, 2016 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income (loss) $ 129,469 $ (333,587 ) $ 24,859 $ 308,728 $ 129,469 Other comprehensive income: Foreign currency translation adjustments, net of zero tax (36,412 ) 58,791 35,660 (94,451 ) (36,412 ) Unrealized gain (loss) on derivative instruments and other, net of zero tax (201 ) 3,443 (201 ) (3,242 ) (201 ) Comprehensive income (loss) $ 92,856 $ (271,353 ) $ 60,318 $ 211,035 $ 92,856 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three -Month Period Ended December 31, 2015 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income (loss) $ 148,910 $ (70,960 ) $ 169,781 $ (98,821 ) $ 148,910 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax 30,063 62,209 50,828 (113,037 ) 30,063 Unrealized gain on derivative instruments and other, net of zero tax 10,497 4,099 10,497 (14,596 ) 10,497 Comprehensive income (loss) $ 189,470 $ (4,652 ) $ 231,106 $ (226,454 ) $ 189,470 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Nine-Month Period Ended December 31, 2016 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income (loss) $ 232,690 $ (485,957 ) $ (48,567 ) $ 534,524 $ 232,690 Other comprehensive income (loss): 0 Foreign currency translation adjustments, net of zero tax (22,338 ) 68,972 57,055 (126,027 ) (22,338 ) Unrealized gain (loss) on derivative instruments and other, net of zero tax (912 ) 6,942 (912 ) (6,030 ) (912 ) Comprehensive income (loss) $ 209,440 $ (410,043 ) $ 7,576 $ 402,467 $ 209,440 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Nine-Month Period Ended December 31, 2015 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income (loss) $ 382,737 $ (127,943 ) $ 65,226 $ 62,717 $ 382,737 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax 2,579 5,025 (703 ) (4,322 ) 2,579 Unrealized gain on derivative instruments and other, net of zero tax 17,782 9,884 17,782 (27,666 ) 17,782 Comprehensive income (loss) $ 403,098 $ (113,034 ) $ 82,305 $ 30,729 $ 403,098 Condensed Consolidating Statements of Cash Flows for the Nine-Month Period Ended December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ 520,709 $ (354,918 ) $ 847,430 $ (33 ) $ 1,013,188 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (134,755 ) (250,812 ) 27 (385,540 ) Acquisition of businesses, net of cash acquired — (73,469 ) (106,790 ) — (180,259 ) Proceeds from divestiture of businesses, net of cash held in divested businesses — 20,500 15,573 — 36,073 Investing cash flows to affiliates (840,082 ) (3,334,220 ) (532,400 ) 4,706,702 — Other investing activities, net (61,213 ) (7,823 ) 19,332 — (49,704 ) Net cash used in investing activities (901,295 ) (3,529,767 ) (855,097 ) 4,706,729 (579,430 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt 204,916 — 602 — 205,518 Repayments of bank borrowings, long-term debt and capital lease obligations (106,547 ) (4,460 ) (4,082 ) — (115,089 ) Payments for repurchases of ordinary shares (259,658 ) — — — (259,658 ) Net proceeds from issuance of ordinary shares 11,978 — — — 11,978 Financing cash flows from affiliates 790,398 3,813,276 103,022 (4,706,696 ) — Other financing activities, net 30,000 (11,347 ) (65,955 ) — (47,302 ) Net cash provided by financing activities 671,087 3,797,469 33,587 (4,706,696 ) (204,553 ) Effect of exchange rates on cash and cash equivalents (81,563 ) 2,713 99,171 — 20,321 Net increase (decrease) in cash and cash equivalents 208,938 (84,503 ) 125,091 — 249,526 Cash and cash equivalents, beginning of period 734,869 148,201 724,500 — 1,607,570 Cash and cash equivalents, end of period $ 943,807 $ 63,698 $ 849,591 $ — $ 1,857,096 Condensed Consolidating Statements of Cash Flows for the Nine-Month Period Ended December 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ 343,182 $ (93,746 ) $ 690,336 $ — $ 939,772 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (128,011 ) (285,928 ) 5 (413,934 ) Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business — (809,233 ) (94,612 ) — (903,845 ) Proceeds from divestiture of business, net of cash held in divested business — — 3,603 — 3,603 Investing cash flows to affiliates (1,099,775 ) (923,812 ) (1,087,520 ) 3,111,107 — Other investing activities, net (2,046 ) (23,270 ) 26,713 — 1,397 Net cash used in investing activities (1,101,821 ) (1,884,326 ) (1,437,744 ) 3,111,112 (1,312,779 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt 695,309 — 60,375 — 755,684 Repayments of bank borrowings, long-term debt and capital lease obligations (35,638 ) (1,333 ) (3,735 ) — (40,706 ) Payments for repurchases of ordinary shares (331,690 ) — — — (331,690 ) Net proceeds from issuance of ordinary shares 52,950 — — — 52,950 Financing cash flows from affiliates 632,750 1,996,352 482,010 (3,111,112 ) — Other financing activities, net — — (49,742 ) — (49,742 ) Net cash provided by financing activities 1,013,681 1,995,019 488,908 (3,111,112 ) 386,496 Effect of exchange rates on cash and cash equivalents 4,101 2,143 (13,947 ) — (7,703 ) Net decrease (increase) in cash and cash equivalents 259,143 19,090 (272,447 ) — 5,786 Cash and cash equivalents, beginning of period 608,971 168,272 851,165 — 1,628,408 Cash and cash equivalents, end of period $ 868,114 $ 187,362 $ 578,718 $ — $ 1,634,194 |