SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Flextronics International 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. 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. During the three-month period ended September 25, 2015, and in conjunction with the new $600 million Notes, a new entity was added as a guarantor subsidiary for all three tranches of the Notes. Accordingly, the Company recast the condensed consolidating financial statements presented below to reflect this change. Condensed Consolidating Balance Sheets as of September 25, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 517,631 $ 226,469 $ 924,327 $ — $ 1,668,427 Accounts receivable — 1,352,781 1,194,029 — 2,546,810 Inventories — 1,494,305 2,067,021 — 3,561,326 Inter company receivable 8,919,282 5,578,552 12,359,980 (26,857,814 ) — Other current assets 3,749 202,794 1,002,388 — 1,208,931 Total current assets 9,440,662 8,854,901 17,547,745 (26,857,814 ) 8,985,494 Property and equipment, net — 506,394 1,711,636 — 2,218,030 Goodwill and other intangible assets, net 325 62,580 918,933 — 981,838 Other assets 2,259,454 198,711 2,139,936 (4,123,124 ) 474,977 Investment in subsidiaries 1,654,260 2,412,432 16,883,121 (20,949,813 ) — Total assets $ 13,354,701 $ 12,035,018 $ 39,201,371 $ (51,930,751 ) $ 12,660,339 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Bank borrowings and current portion of long-term debt $ 43,125 $ 941 $ 3,906 $ — $ 47,972 Accounts payable — 1,514,042 3,273,899 — 4,787,941 Accrued payroll — 121,059 279,941 — 401,000 Inter company payable 8,213,861 8,993,273 9,650,680 (26,857,814 ) — Other current liabilities 30,642 855,909 909,316 — 1,795,867 Total current liabilities 8,287,628 11,485,224 14,117,742 (26,857,814 ) 7,032,780 Long term liabilities 2,646,945 2,109,106 2,539,057 (4,123,124 ) 3,171,984 Flextronics International Ltd. shareholders’ equity (deficit) 2,420,128 (1,559,312 ) 22,509,125 (20,949,813 ) 2,420,128 Noncontrolling interests — — 35,447 — 35,447 Total shareholders’ equity (deficit) 2,420,128 (1,559,312 ) 22,544,572 (20,949,813 ) 2,455,575 Total liabilities and shareholders’ equity $ 13,354,701 $ 12,035,018 $ 39,201,371 $ (51,930,751 ) $ 12,660,339 Condensed Consolidating Balance Sheets as of March 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 608,971 $ 168,272 $ 851,165 $ — $ 1,628,408 Accounts receivable — 1,208,632 1,128,883 — 2,337,515 Inventories — 1,729,593 1,759,159 — 3,488,752 Inter company receivable 6,417,410 4,759,062 10,099,057 (21,275,529 ) — Other current assets 8,143 202,161 1,075,921 — 1,286,225 Total current assets 7,034,524 8,067,720 14,914,185 (21,275,529 ) 8,740,900 Property and equipment, net — 471,052 1,621,115 — 2,092,167 Goodwill and other intangible assets, net 475 64,831 349,869 — 415,175 Other assets 2,223,402 155,172 2,131,523 (4,092,715 ) 417,382 Investment in subsidiaries 1,799,956 1,681,521 16,641,212 (20,122,689 ) — Total assets $ 11,058,357 $ 10,440,296 $ 35,657,904 $ (45,490,933 ) $ 11,665,624 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Bank borrowings and current portion of long-term debt $ 40,000 $ 917 $ 5,245 $ — $ 46,162 Accounts payable — 1,758,305 2,802,889 — 4,561,194 Accrued payroll — 112,692 227,047 — 339,739 Inter company payable 6,559,569 7,250,235 7,465,725 (21,275,529 ) — Other current liabilities 30,553 845,156 933,419 — 1,809,128 Total current liabilities 6,630,122 9,967,305 11,434,325 (21,275,529 ) 6,756,223 Long term liabilities 2,067,421 2,102,483 2,435,962 (4,092,715 ) 2,513,151 Flextronics International Ltd. shareholders’ equity (deficit) 2,360,814 (1,629,492 ) 21,752,181 (20,122,689 ) 2,360,814 Noncontrolling interests — — 35,436 — 35,436 Total shareholders’ equity (deficit) 2,360,814 (1,629,492 ) 21,787,617 (20,122,689 ) 2,396,250 Total liabilities and shareholders’ equity $ 11,058,357 $ 10,440,296 $ 35,657,904 $ (45,490,933 ) $ 11,665,624 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 (132,637 ) 277,355 (121,005 ) — 23,713 Income (loss) from continuing operations before income taxes 132,562 (4,038 ) 11,756 — 140,280 Provision for income taxes — (5,658 ) 22,961 — 17,303 Equity in earnings in subsidiaries (9,585 ) (33,969 ) 16,621 26,933 — Net income (loss) $ 122,977 $ (32,349 ) $ 5,416 $ 26,933 $ 122,977 Condensed Consolidating Statements of Operations for the Three -Month Period Ended September 26, 2014 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 4,732,749 $ 5,184,889 $ (3,389,121 ) $ 6,528,517 Cost of sales — 4,403,702 5,136,855 (3,389,121 ) 6,151,436 Gross profit — 329,047 48,034 — 377,081 Selling, general and administrative expenses — 62,825 141,765 — 204,590 Intangible amortization 75 834 7,323 — 8,232 Interest and other, net (68,309 ) 288,590 (210,359 ) — 9,922 Income (loss) from continuing operations before income taxes 68,234 (23,202 ) 109,305 — 154,337 Provision for income taxes — 8,142 7,292 — 15,434 Equity in earnings in subsidiaries 70,669 (50,729 ) 50,147 (70,087 ) — Net income (loss) $ 138,903 $ (82,073 ) $ 152,160 $ (70,087 ) $ 138,903 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 (398,020 ) 613,767 (175,365 ) — 40,382 Income (loss) from continuing operations before income taxes 397,870 (2,641 ) (136,333 ) — 258,896 Provision for income taxes — 3,441 21,628 — 25,069 Equity in earnings in subsidiaries (164,043 ) (52,516 ) 52,584 163,975 — Net income (loss) $ 233,827 $ (58,598 ) $ (105,377 ) $ 163,975 $ 233,827 Condensed Consolidating Statements of Operations for the Six-Month Period Ended September 26, 2014 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 9,537,544 $ 9,961,077 $ (6,327,359 ) $ 13,171,262 Cost of sales — 8,859,138 9,881,617 (6,327,359 ) 12,413,396 Gross profit — 678,406 79,460 — 757,866 Selling, general and administrative expenses — 124,627 289,240 — 413,867 Intangible amortization 150 1,687 13,346 — 15,183 Interest and other, net (51,777 ) 547,193 (510,866 ) — (15,450 ) Income from continuing operations before income taxes 51,627 4,899 287,740 — 344,266 Provision for income taxes — 14,789 16,687 — 31,476 Equity in earnings in subsidiaries 261,163 13,647 86,579 (361,389 ) — Net income $ 312,790 $ 3,757 $ 357,632 $ (361,389 ) $ 312,790 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 $ (32,349 ) $ 5,416 $ 26,933 $ 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 $ (64,885 ) $ (30,761 ) $ 95,646 $ 87,166 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three -Month Period Ended September 26, 2014 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income (loss) $ 138,903 $ (82,073 ) $ 152,160 $ (70,087 ) $ 138,903 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax (5,683 ) 77,712 65,611 (143,323 ) (5,683 ) Unrealized loss on derivative instruments and other, net of zero tax (2,433 ) (2,058 ) (2,433 ) 4,491 (2,433 ) Comprehensive income (loss) $ 130,787 $ (6,419 ) $ 215,338 $ (208,919 ) $ 130,787 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 $ (58,598 ) $ (105,377 ) $ 163,975 $ 233,827 Other comprehensive income (loss): 0 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 $ (109,999 ) $ (149,622 ) $ 259,621 $ 213,628 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Six-Month Period Ended September 26, 2014 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income $ 312,790 $ 3,757 $ 357,632 $ (361,389 ) $ 312,790 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax (9,828 ) 93,662 71,337 (164,999 ) (9,828 ) Unrealized gain (loss) on derivative instruments and other, net of zero tax 8,292 (228 ) 8,292 (8,064 ) 8,292 Comprehensive income $ 311,254 $ 97,191 $ 437,261 $ (534,452 ) $ 311,254 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 $ (247,462 ) $ 519,508 $ — $ 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 to affiliates (1,326,493 ) (836,415 ) (1,193,747 ) 3,356,655 — Other investing activities, net — (22,822 ) 12,306 — (10,516 ) Net cash used in investing activities (1,326,493 ) (1,507,378 ) (1,469,242 ) 3,356,666 (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 1,810,912 1,110,214 (3,356,666 ) — Other financing activities, net — — (37,872 ) — (37,872 ) Net cash provided by financing activities 820,438 1,810,082 1,069,833 (3,356,666 ) 343,687 Effect of exchange rates on cash and cash equivalents 24,766 2,955 (46,937 ) — (19,216 ) Net increase (decrease) 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 Condensed Consolidating Statements of Cash Flows for the Six-Month Period Ended September 26, 2014 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ 24,949 $ (200,703 ) $ 481,999 $ — $ 306,245 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (73,455 ) (64,929 ) (11 ) (138,395 ) Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business — — (38,082 ) — (38,082 ) Investing cash flows from (to) affiliates (833,951 ) (924,184 ) 255,111 1,503,024 — Other investing activities, net — (6,134 ) (22,721 ) — (28,855 ) Net cash provided by (used in) investing activities (833,951 ) (1,003,773 ) 129,379 1,503,013 (205,332 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt — — 11,387 — 11,387 Repayments of bank borrowings, long-term debt and capital lease obligations (6,250 ) (888 ) (2,047 ) — (9,185 ) Payments for repurchases of ordinary shares (206,771 ) — — — (206,771 ) Net proceeds from issuance of ordinary shares 11,412 — — — 11,412 Financing cash flows from (to) affiliates 925,410 1,317,706 (740,103 ) (1,503,013 ) — Other financing activities, net — — 3,382 — 3,382 Net cash provided by (used in) financing activities 723,801 1,316,818 (727,381 ) (1,503,013 ) (189,775 ) Effect of exchange rates on cash and cash equivalents (83,374 ) (1,139 ) 93,999 — 9,486 Net decrease (increase) in cash and cash equivalents (168,575 ) 111,203 (22,004 ) — (79,376 ) Cash and cash equivalents, beginning of period 638,714 210,462 744,552 — 1,593,728 Cash and cash equivalents, end of period $ 470,139 $ 321,665 $ 722,548 $ — $ 1,514,352 |