SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 3 Months Ended |
Jun. 27, 2014 |
SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | ' |
SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | ' |
14. SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS |
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Flextronics International Ltd. (“Parent”) has two tranches of Notes of $500 million each outstanding, which mature on February 15, 2020 and February 15, 2023, 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. |
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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. |
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Condensed Consolidating Balance Sheets as of June 27, 2014 |
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| | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated | |
Subsidiaries | Subsidiaries |
| | (in thousands) | |
ASSETS | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 265,273 | | $ | 25,164 | | $ | 1,057,253 | | $ | — | | $ | 1,347,690 | |
Accounts receivable | | — | | 806,735 | | 2,087,887 | | — | | 2,894,622 | |
Inventories | | — | | 1,238,539 | | 2,271,624 | | — | | 3,510,163 | |
Inter company receivable | | 10,127,115 | | 7,656,660 | | 9,710,239 | | (27,494,014 | ) | — | |
Other current assets | | 389 | | 145,098 | | 1,091,461 | | — | | 1,236,948 | |
Total current assets | | 10,392,777 | | 9,872,196 | | 16,218,464 | | (27,494,014 | ) | 8,989,423 | |
Property and equipment, net | | — | | 438,870 | | 1,815,794 | | — | | 2,254,664 | |
Goodwill and other intangible assets, net | | 700 | | 38,451 | | 350,218 | | — | | 389,369 | |
Other assets | | 2,573,176 | | 98,214 | | 2,126,471 | | (4,363,493 | ) | 434,368 | |
Investment in subsidiaries | | 1,013,070 | | 858,751 | | 16,602,017 | | (18,473,838 | ) | — | |
Total assets | | $ | 13,979,723 | | $ | 11,306,482 | | $ | 37,112,964 | | $ | (50,331,345 | ) | $ | 12,067,824 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Bank borrowings and current portion of long-term debt | | $ | 36,250 | | $ | 45 | | $ | 19,043 | | $ | — | | $ | 55,338 | |
Accounts payable | | — | | 1,265,284 | | 3,476,749 | | — | | 4,742,033 | |
Accrued payroll | | — | | 95,635 | | 281,498 | | — | | 377,133 | |
Inter company payable | | 9,539,121 | | 9,978,361 | | 7,976,532 | | (27,494,014 | ) | — | |
Other current liabilities | | 38,491 | | 696,874 | | 1,323,343 | | — | | 2,058,708 | |
Total current liabilities | | 9,613,862 | | 12,036,199 | | 13,077,165 | | (27,494,014 | ) | 7,233,212 | |
Long term liabilities | | 2,103,601 | | 2,007,345 | | 2,786,291 | | (4,363,493 | ) | 2,533,744 | |
Flextronics International Ltd. shareholders’ equity | | 2,262,260 | | (2,737,062 | ) | 21,210,900 | | (18,473,838 | ) | 2,262,260 | |
Noncontrolling interests | | — | | — | | 38,608 | | — | | 38,608 | |
Total shareholders’ equity | | 2,262,260 | | (2,737,062 | ) | 21,249,508 | | (18,473,838 | ) | 2,300,868 | |
Total liabilities and shareholders’ equity | | $ | 13,979,723 | | $ | 11,306,482 | | $ | 37,112,964 | | $ | (50,331,345 | ) | $ | 12,067,824 | |
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Condensed Consolidating Balance Sheets as of March 31, 2014 |
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| | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated | |
Subsidiaries | Subsidiaries |
| | (in thousands) | |
ASSETS | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 638,714 | | $ | 30,500 | | $ | 924,514 | | $ | — | | $ | 1,593,728 | |
Accounts receivable | | — | | 766,110 | | 1,931,875 | | — | | 2,697,985 | |
Inventories | | — | | 1,387,510 | | 2,211,498 | | — | | 3,599,008 | |
Inter company receivable | | 8,867,520 | | 6,968,138 | | 9,149,244 | | (24,984,902 | ) | — | |
Other current assets | | 246 | | 277,035 | | 1,232,324 | | — | | 1,509,605 | |
Total current assets | | 9,506,480 | | 9,429,293 | | 15,449,455 | | (24,984,902 | ) | 9,400,326 | |
Property and equipment, net | | — | | 427,390 | | 1,861,266 | | — | | 2,288,656 | |
Goodwill and other intangible assets, net | | 775 | | 39,074 | | 337,369 | | — | | 377,218 | |
Other assets | | 2,585,169 | | 103,335 | | 4,628,970 | | (6,883,524 | ) | 433,950 | |
Investment in subsidiaries | | 3,350,690 | | 522,489 | | 16,392,541 | | (20,265,720 | ) | — | |
Total assets | | $ | 15,443,114 | | $ | 10,521,581 | | $ | 38,669,601 | | $ | (52,134,146 | ) | $ | 12,500,150 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Bank borrowings and current portion of long-term debt | | $ | 32,500 | | $ | 60 | | $ | 15 | | $ | — | | $ | 32,575 | |
Accounts payable | | — | | 1,256,204 | | 3,491,575 | | — | | 4,747,779 | |
Accrued payroll | | — | | 83,288 | | 271,601 | | — | | 354,889 | |
Inter company payable | | 8,607,486 | | 9,422,179 | | 6,955,237 | | (24,984,902 | ) | — | |
Other current liabilities | | 24,868 | | 626,550 | | 1,870,026 | | — | | 2,521,444 | |
Total current liabilities | | 8,664,854 | | 11,388,281 | | 12,588,454 | | (24,984,902 | ) | 7,656,687 | |
Long term liabilities | | 4,615,210 | | 2,050,460 | | 2,859,638 | | (6,883,524 | ) | 2,641,784 | |
Flextronics International Ltd. shareholders’ equity | | 2,163,050 | | (2,917,160 | ) | 23,182,880 | | (20,265,720 | ) | 2,163,050 | |
Noncontrolling interest | | — | | — | | 38,629 | | — | | 38,629 | |
Total shareholders’ equity | | 2,163,050 | | (2,917,160 | ) | 23,221,509 | | (20,265,720 | ) | 2,201,679 | |
Total liabilities and shareholders’ equity | | $ | 15,443,114 | | $ | 10,521,581 | | $ | 38,669,601 | | $ | (52,134,146 | ) | $ | 12,500,150 | |
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Condensed Consolidating Statements of Operations for the Three-Month Period Ended June 27, 2014 |
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| | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated | |
Subsidiaries | Subsidiaries |
| | (in thousands) | |
Net sales | | $ | — | | $ | 3,915,326 | | $ | 5,312,077 | | $ | (2,584,658 | ) | $ | 6,642,745 | |
Cost of sales | | — | | 3,580,578 | | 5,266,040 | | (2,584,658 | ) | 6,261,960 | |
Gross profit | | — | | 334,748 | | 46,037 | | — | | 380,785 | |
Selling, general and administrative expenses | | — | | 44,626 | | 164,651 | | — | | 209,277 | |
Intangible amortization | | 75 | | 623 | | 6,253 | | — | | 6,951 | |
Interest and other, net | | 16,531 | | 259,748 | | (301,651 | ) | — | | (25,372 | ) |
Income (loss) from continuing operations before income taxes | | (16,606 | ) | 29,751 | | 176,784 | | — | | 189,929 | |
Provision for income taxes | | — | | 1,482 | | 14,560 | | — | | 16,042 | |
Equity in earnings in subsidiaries | | 190,493 | | 67,301 | | 33,179 | | (290,973 | ) | — | |
Net income (loss) | | $ | 173,887 | | $ | 95,570 | | $ | 195,403 | | $ | (290,973 | ) | $ | 173,887 | |
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Condensed Consolidating Statements of Operations for the Three-Month Period Ended June 28, 2013 |
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| | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated | |
Subsidiaries | Subsidiaries |
| | (in thousands) | |
Net sales | | $ | — | | $ | 3,484,434 | | $ | 4,595,431 | | $ | (2,288,740 | ) | $ | 5,791,125 | |
Cost of sales | | — | | 3,140,837 | | 4,627,993 | | (2,288,740 | ) | 5,480,090 | |
Gross profit (loss) | | — | | 343,597 | | (32,562 | ) | — | | 311,035 | |
Selling, general and administrative expenses | | 800 | | 51,224 | | 171,595 | | — | | 223,619 | |
Intangible amortization | | 75 | | 1,081 | | 7,046 | | — | | 8,202 | |
Interest and other, net | | (49,280 | ) | 267,202 | | (198,238 | ) | — | | 19,684 | |
Income (loss) from continuing operations before income taxes | | 48,405 | | 24,090 | | (12,965 | ) | — | | 59,530 | |
Provision for (benefit from) income taxes | | 10 | | 1,251 | | (988 | ) | — | | 273 | |
Equity in earnings in subsidiaries | | 10,862 | | (11,551 | ) | 2,772 | | (2,083 | ) | — | |
Net income (loss) | | $ | 59,257 | | $ | 11,288 | | $ | (9,205 | ) | $ | (2,083 | ) | $ | 59,257 | |
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Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended June 27, 2014 |
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| | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | (in thousands) | |
Net income (loss) | | $ | 173,887 | | $ | 95,570 | | $ | 195,403 | | $ | (290,973 | ) | $ | 173,887 | |
Other comprehensive income (loss): | | | | | | | | | | | |
Foreign currency translation adjustments, net of zero tax | | (4,145 | ) | (77,152 | ) | (271,529 | ) | 348,681 | | (4,145 | ) |
Unrealized gain (loss) on derivative instruments and other, net of zero tax | | 10,725 | | (21,989 | ) | (22,124 | ) | 44,113 | | 10,725 | |
Comprehensive income (loss) | | $ | 180,467 | | $ | (3,571 | ) | $ | (98,250 | ) | $ | 101,821 | | $ | 180,467 | |
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Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended June 28, 2013 |
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| | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | (in thousands) | |
Net income (loss) | | $ | 59,257 | | $ | 11,288 | | $ | (9,205 | ) | $ | (2,083 | ) | $ | 59,257 | |
Other comprehensive income (loss): | | | | | | | | | | | |
Foreign currency translation adjustments, net of zero tax | | (17,509 | ) | (13,644 | ) | (27,281 | ) | 40,925 | | (17,509 | ) |
Unrealized gain (loss) on derivative instruments and other, net of zero tax | | (10,134 | ) | 2 | | (10,135 | ) | 10,133 | | (10,134 | ) |
Comprehensive income (loss) | | $ | 31,614 | | $ | (2,354 | ) | $ | (46,621 | ) | $ | 48,975 | | $ | 31,614 | |
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Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended June 27, 2014 |
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| | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated | |
Subsidiaries | Subsidiaries |
| | (In thousands) | |
Net cash provided by (used in) operating activities | | $ | (13,025 | ) | $ | 248,848 | | $ | (316,992 | ) | $ | — | | (81,169 | ) |
Cash flows from investing activities: | | | | | | | | | | | |
Purchases of property and equipment, net of proceeds from disposal | | — | | (35,401 | ) | (37,516 | ) | — | | (72,917 | ) |
Proceeds from divesture of business, net of cash held in divested business | | — | | — | | (5,493 | ) | — | | (5,493 | ) |
Investing cash flows from (to) affiliates | | (1,185,671 | ) | (538,017 | ) | 572,278 | | 1,151,410 | | — | |
Other investing activities, net | | — | | (959 | ) | (20,503 | ) | — | | (21,462 | ) |
Net cash provided by (used in) investing activities | | (1,185,671 | ) | (574,377 | ) | 508,766 | | 1,151,410 | | (99,872 | ) |
Cash flows from financing activities: | | | | | | | | | | | |
Proceeds from bank borrowings and long-term debt | | — | | — | | 26,615 | | — | | 26,615 | |
Repayments of bank borrowings, long-term debt and capital lease obligations | | — | | (393 | ) | (466 | ) | — | | (859 | ) |
Payments for repurchases of ordinary shares | | (105,568 | ) | — | | — | | — | | (105,568 | ) |
Net proceeds from issuance of ordinary shares | | 9,329 | | — | | — | | — | | 9,329 | |
Financing cash flows from (to) affiliates | | 931,635 | | 321,342 | | (101,567 | ) | (1,151,410 | ) | — | |
Other financing activities, net | | — | | — | | 300 | | — | | 300 | |
Net cash provided by (used in) financing activities | | 835,396 | | 320,949 | | (75,118 | ) | (1,151,410 | ) | (70,183 | ) |
Effect of exchange rates on cash and cash equivalents | | (10,141 | ) | (756 | ) | 16,083 | | — | | 5,186 | |
Net increase (decrease) in cash and cash equivalents | | (373,441 | ) | (5,336 | ) | 132,739 | | — | | (246,038 | ) |
Cash and cash equivalents, beginning of period | | 638,714 | | 30,500 | | 924,514 | | — | | 1,593,728 | |
Cash and cash equivalents, end of period | | $ | 265,273 | | $ | 25,164 | | $ | 1,057,253 | | $ | — | | $ | 1,347,690 | |
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Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended June 28, 2013 |
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| | Parent | | Guarantor | | Non-Guarantor | | Eliminations | | Consolidated | |
Subsidiaries | Subsidiaries |
| | (In thousands) | |
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Net cash provided by (used in) operating activities | | $ | 51,963 | | $ | (568,028 | ) | $ | 713,609 | | $ | 1,032 | | $ | 198,576 | |
Cash flows from investing activities: | | | | | | | | | | | |
Purchases of property and equipment, net of proceeds from disposal | | — | | (105,657 | ) | (35,165 | ) | (551 | ) | (141,373 | ) |
Acquisition of businesses, net of cash acquired | | — | | (1,026 | ) | (186,517 | ) | — | | (187,543 | ) |
Investing cash flows from (to) affiliates | | (438,186 | ) | 354,871 | | (589,921 | ) | 673,236 | | — | |
Other investing activities, net | | — | | 890 | | 29,289 | | — | | 30,179 | |
Net cash provided by (used in) investing activities | | (438,186 | ) | 249,078 | | (782,314 | ) | 672,685 | | (298,737 | ) |
Cash flows from financing activities: | | | | | | | | | | | |
Proceeds from bank borrowings and long-term debt | | — | | 133 | | 25 | | — | | 158 | |
Repayments of bank borrowings, long-term debt and capital lease obligations | | (8,636 | ) | (414 | ) | (101 | ) | — | | (9,151 | ) |
Payments for repurchases of ordinary shares | | (215,210 | ) | — | | — | | — | | (215,210 | ) |
Net proceeds from issuance of ordinary shares | | 10,909 | | — | | — | | — | | 10,909 | |
Financing cash flows from (to) affiliates | | 371,446 | | 311,306 | | (9,035 | ) | (673,717 | ) | — | |
Other financing activities, net | | — | | — | | 15,652 | | — | | 15,652 | |
Net cash provided by (used in) financing activities | | 158,509 | | 311,025 | | 6,541 | | (673,717 | ) | (197,642 | ) |
Effect of exchange rates on cash and cash equivalents | | 10,211 | | 369 | | (20,290 | ) | — | | (9,710 | ) |
Net decrease in cash and cash equivalents | | (217,503 | ) | (7,556 | ) | (82,454 | ) | — | | (307,513 | ) |
Cash and cash equivalents, beginning of period | | 740,515 | | 82,900 | | 763,672 | | — | | 1,587,087 | |
Cash and cash equivalents, end of period | | $ | 523,012 | | $ | 75,344 | | $ | 681,218 | | $ | — | | $ | 1,279,574 | |
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