SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS | SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED 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 March 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 561,555 $ 169,083 $ 1,100,037 $ — $ 1,830,675 Accounts receivable — 875,842 1,316,862 — 2,192,704 Inventories — 1,523,578 1,872,884 — 3,396,462 Inter company receivable 10,951,993 7,527,058 14,575,412 (33,054,463 ) — Other current assets 683 181,602 785,650 — 967,935 Total current assets 11,514,231 10,277,163 19,650,845 (33,054,463 ) 8,387,776 Property and equipment, net — 601,918 1,715,108 — 2,317,026 Goodwill and other intangible assets, net 1,214 119,255 1,226,579 — 1,347,048 Other assets 2,218,599 228,343 2,041,373 (3,946,802 ) 541,513 Investment in subsidiaries 3,071,296 3,543,990 16,029,346 (22,644,632 ) — Total assets $ 16,805,340 $ 14,770,669 $ 40,663,251 $ (59,645,897 ) $ 12,593,363 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank borrowings and current portion of long-term debt $ 56,177 $ 977 $ 4,380 $ — $ 61,534 Accounts payable — 1,758,660 2,726,248 — 4,484,908 Accrued payroll — 101,206 243,039 — 344,245 Inter company payable 11,282,477 9,882,088 11,889,898 (33,054,463 ) — Other current liabilities 23,851 776,280 813,809 — 1,613,940 Total current liabilities 11,362,505 12,519,211 15,677,374 (33,054,463 ) 6,504,627 Long term liabilities 2,798,302 2,156,994 2,401,966 (3,946,802 ) 3,410,460 Flex Ltd. shareholders' equity 2,644,533 94,464 22,550,168 (22,644,632 ) 2,644,533 Noncontrolling interests — — 33,743 — 33,743 Total shareholders' equity 2,644,533 94,464 22,583,911 (22,644,632 ) 2,678,276 Total liabilities and shareholders' equity $ 16,805,340 $ 14,770,669 $ 40,663,251 $ (59,645,897 ) $ 12,593,363 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 2,987,909 18,175,348 (23,978,683 ) — Total assets $ 14,908,294 $ 11,978,086 $ 40,610,340 $ (55,111,739 ) $ 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 2,570,872 (471,997 ) 24,450,680 (23,978,683 ) 2,570,872 Noncontrolling interests — — 34,658 — 34,658 Total shareholders' equity 2,570,872 (471,997 ) 24,485,338 (23,978,683 ) 2,605,530 Total liabilities and shareholders' equity $ 14,908,294 $ 11,978,086 $ 40,610,340 $ (55,111,739 ) $ 12,384,981 Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 15,909,037 $ 17,841,003 $ (9,887,106 ) $ 23,862,934 Cost of sales — 14,375,249 17,815,088 (9,887,106 ) 22,303,231 Restructuring charges — 16,908 21,850 — 38,758 Gross profit — 1,516,880 4,065 — 1,520,945 Selling, general and administrative expenses — 282,821 654,518 — 937,339 Intangible amortization 175 5,967 75,254 — 81,396 Restructuring charges — 8,716 1,921 — 10,637 Interest and other, net (195,848 ) 1,102,341 (785,768 ) — 120,725 Income before income taxes 195,673 117,035 58,140 — 370,848 Provision for income taxes 11 23,629 27,644 — 51,284 Equity in earnings in subsidiaries 123,902 (244,696 ) 233,325 (112,531 ) — Net income (loss) $ 319,564 $ (151,290 ) $ 263,821 $ (112,531 ) $ 319,564 Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 16,841,405 $ 19,286,221 $ (11,708,741 ) $ 24,418,885 Cost of sales — 15,278,265 19,241,300 (11,708,741 ) 22,810,824 Gross profit — 1,563,140 44,921 — 1,608,061 Selling, general and administrative expenses — 330,194 624,696 — 954,890 Intangible amortization 300 3,598 62,067 — 65,965 Interest and other, net (191,859 ) 1,016,302 (691,912 ) — 132,531 Income before income taxes 191,559 213,046 50,070 — 454,675 Provision for income taxes 26 (41,584 ) 52,152 — 10,594 Equity in earnings in subsidiaries 252,548 (173,846 ) 397,831 (476,533 ) — Net income $ 444,081 $ 80,784 $ 395,749 $ (476,533 ) $ 444,081 Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 19,016,750 $ 19,543,163 $ (12,411,997 ) $ 26,147,916 Cost of sales — 17,502,863 19,511,710 (12,411,997 ) 24,602,576 Gross profit — 1,513,887 31,453 — 1,545,340 Selling, general and administrative expenses — 258,212 586,261 — 844,473 Intangible amortization 300 3,808 27,927 — 32,035 Interest and other, net 10,086 901,059 (912,968 ) — (1,823 ) Income (loss) before income taxes (10,386 ) 350,808 330,233 — 670,655 Provision for income taxes — 14,143 55,711 — 69,854 Equity in earnings in subsidiaries 611,187 564,105 471,575 (1,646,867 ) — Net income $ 600,801 $ 900,770 $ 746,097 $ (1,646,867 ) $ 600,801 Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net income (loss) $ 319,564 $ (151,290 ) $ 263,821 $ (112,531 ) $ 319,564 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax (1,324 ) 103,335 44,421 (147,756 ) (1,324 ) Unrealized loss on derivative instruments and other, net of zero tax 9,096 4,819 9,096 (13,915 ) 9,096 Comprehensive income (loss) $ 327,336 $ (43,136 ) $ 317,338 $ (274,202 ) $ 327,336 Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net income $ 444,081 $ 80,784 $ 395,749 $ (476,533 ) $ 444,081 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax 17,846 (21,972 ) (15,735 ) 37,707 17,846 Unrealized gain on derivative instruments and other, net of zero tax 26,744 15,188 26,744 (41,932 ) 26,744 Comprehensive income $ 488,671 $ 74,000 $ 406,758 $ (480,758 ) $ 488,671 Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net income $ 600,801 $ 900,770 $ 746,097 $ (1,646,867 ) $ 600,801 Other comprehensive loss: Foreign currency translation adjustments, net of zero tax (18,932 ) 177,046 221,418 (398,464 ) (18,932 ) Unrealized loss on derivative instruments and other, net of zero tax (35,417 ) (33,769 ) (35,417 ) 69,186 (35,417 ) Comprehensive income $ 546,452 $ 1,044,047 $ 932,098 $ (1,976,145 ) $ 546,452 Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by operating activities $ 144,580 $ 47,905 $ 957,424 $ — $ 1,149,909 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (182,132 ) (307,388 ) 15 (489,505 ) Acquisition of businesses, net of cash acquired — (69,998 ) (119,086 ) — (189,084 ) Proceeds from divestitures of business, net of cash held in divested business — 30,655 6,076 — 36,731 Investing cash flows from (to) affiliates (1,142,988 ) (3,440,099 ) 159,426 4,423,661 — Other investing activities, net (61,212 ) (12,429 ) 13,312 — (60,329 ) Net cash used in investing activities (1,204,200 ) (3,674,003 ) (247,660 ) 4,423,676 (702,187 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt 204,879 107,502 360 — 312,741 Repayments of bank borrowings and long-term debt and capital lease obligations (128,967 ) (6,695 ) (6,068 ) — (141,730 ) Payments for repurchases of ordinary shares (349,532 ) — — — (349,532 ) Proceeds from exercise of stock options 12,438 — — — 12,438 Financing cash flows from (to) affiliates 1,164,543 3,606,993 (347,860 ) (4,423,676 ) — Other financing activities, net 30,000 (51,902 ) (54,122 ) — (76,024 ) Net cash provided by financing activities 933,361 3,655,898 (407,690 ) (4,423,676 ) (242,107 ) Effect of exchange rates on cash and cash equivalents (47,055 ) (8,918 ) 73,463 — 17,490 Net increase (decrease) in cash and cash equivalents (173,314 ) 20,882 375,537 — 223,105 Cash and cash equivalents, beginning of period 734,869 148,201 724,500 — 1,607,570 Cash and cash equivalents, end of period $ 561,555 $ 169,083 $ 1,100,037 $ — $ 1,830,675 Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by operating activities $ 162,275 $ 426,639 $ 547,531 $ — $ 1,136,445 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (151,383 ) (345,584 ) 9 (496,958 ) Acquisition of businesses, net of cash acquired — (809,272 ) (107,255 ) — (916,527 ) Proceeds from divestitures of business, net of cash held in divested business — — 5,740 — 5,740 Investing cash flows to affiliates (1,596,210 ) (1,587,365 ) (1,509,352 ) 4,692,927 — Other investing activities, net (500 ) (31,011 ) 42,880 — 11,369 Net cash used in investing activities (1,596,710 ) (2,579,031 ) (1,913,571 ) 4,692,936 (1,396,376 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt 824,618 — 60,084 — 884,702 Repayments of bank borrowings and long-term debt and capital lease obligations (179,920 ) (3,059 ) (7,242 ) — (190,221 ) Payments for repurchases of ordinary shares (420,317 ) — — — (420,317 ) Proceeds from exercise of stock options 61,278 — — — 61,278 Financing cash flows from affiliates 1,240,145 2,143,568 1,309,223 (4,692,936 ) — Other financing activities, net — (8,800 ) (77,000 ) — (85,800 ) Net cash provided by financing activities 1,525,804 2,131,709 1,285,065 (4,692,936 ) 249,642 Effect of exchange rates on cash and cash equivalents 34,529 612 (45,690 ) — (10,549 ) Net increase (decrease) in cash and cash equivalents 125,898 (20,071 ) (126,665 ) — (20,838 ) Cash and cash equivalents, beginning of period 608,971 168,272 851,165 — 1,628,408 Cash and cash equivalents, end of period $ 734,869 $ 148,201 $ 724,500 $ — $ 1,607,570 Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ (73,356 ) $ 75,775 $ 791,615 $ — $ 794,034 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (85,876 ) (153,833 ) (15 ) (239,724 ) Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business — (20,589 ) (46,265 ) — (66,854 ) Investing cash flows from (to) affiliates (1,703,983 ) (1,900,810 ) 796,493 2,808,300 — Other investing activities, net (1,500 ) (13,821 ) 79,683 — 64,362 Net cash provided by (used in) investing activities (1,705,483 ) (2,021,096 ) 676,078 2,808,285 (242,216 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt 303,000 4,737 11,805 — 319,542 Repayments of bank borrowings and long-term debt and capital lease obligations (335,500 ) (3,127 ) (5,529 ) — (344,156 ) Payments for early repurchase of long-term debt — — — — — Payments for repurchases of ordinary shares (415,945 ) — — — (415,945 ) Proceeds from exercise of stock options 23,497 — 11 — 23,508 Financing cash flows from (to) affiliates 2,420,952 1,904,164 (1,516,831 ) (2,808,285 ) — Other financing activities, net — — (98,966 ) — (98,966 ) Net cash provided by (used in) financing activities 1,996,004 1,905,774 (1,609,510 ) (2,808,285 ) (516,017 ) Effect of exchange rates on cash and cash equivalents (246,908 ) (2,643 ) 248,430 — (1,121 ) Net increase (decrease) in cash and cash equivalents (29,743 ) (42,190 ) 106,613 — 34,680 Cash and cash equivalents, beginning of period 638,714 210,462 744,552 — 1,593,728 Cash and cash equivalents, end of period $ 608,971 $ 168,272 $ 851,165 $ — $ 1,628,408 |