SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS | SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONSOLIDATED 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 year ended March 31, 2016 , 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 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 3,014,634 18,175,348 (24,005,408 ) — Total assets $ 14,908,294 $ 12,004,811 $ 40,610,340 $ (55,138,464 ) $ 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 Flextronics International Ltd. shareholders' equity 2,570,872 (445,272 ) 24,450,680 (24,005,408 ) 2,570,872 Noncontrolling interests — — 34,658 — 34,658 Total shareholders' equity 2,570,872 (445,272 ) 24,485,338 (24,005,408 ) 2,605,530 Total liabilities and shareholders' equity $ 14,908,294 $ 12,004,811 $ 40,610,340 $ (55,138,464 ) $ 12,384,981 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 64,830 349,870 — 415,175 Other assets 2,210,669 155,172 2,131,523 (4,092,715 ) 404,649 Investment in subsidiaries 1,799,956 1,654,226 16,640,427 (20,094,609 ) — Total assets $ 11,045,624 $ 10,413,000 $ 35,657,120 $ (45,462,853 ) $ 11,652,891 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank borrowings and current portion of long-term debt $ 38,868 $ 917 $ 5,245 $ — $ 45,030 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 6,628,990 9,967,305 11,434,325 (21,275,529 ) 6,755,091 Long term liabilities 2,055,820 2,102,483 2,435,962 (4,092,715 ) 2,501,550 Flextronics International Ltd. shareholders' equity 2,360,814 (1,656,788 ) 21,751,397 (20,094,609 ) 2,360,814 Noncontrolling interests — — 35,436 — 35,436 Total shareholders' equity 2,360,814 (1,656,788 ) 21,786,833 (20,094,609 ) 2,396,250 Total liabilities and shareholders' equity $ 11,045,624 $ 10,413,000 $ 35,657,120 $ (45,462,853 ) $ 11,652,891 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 (loss) 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 (168,886 ) 397,831 (481,493 ) — Net income $ 444,081 $ 85,744 $ 395,749 $ (481,493 ) $ 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 (141,074 ) 471,575 (941,688 ) — Net income $ 600,801 $ 195,591 $ 746,097 $ (941,688 ) $ 600,801 Condensed Consolidating Statements of Operations for Fiscal Year Ended March 31, 2014 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 18,393,436 $ 21,569,406 $ (13,854,235 ) $ 26,108,607 Cost of sales — 16,961,211 21,502,762 (13,854,235 ) 24,609,738 Restructuring charges — 9,609 49,039 — 58,648 Gross profit — 1,422,616 17,605 — 1,440,221 Selling, general and administrative expenses — 250,909 623,887 — 874,796 Intangible amortization 300 4,659 23,933 — 28,892 Restructuring charges 800 (271 ) 16,134 — 16,663 Interest and other, net (502,028 ) 875,119 (253,675 ) — 119,416 Income (loss) before income taxes 500,928 292,200 (392,674 ) — 400,454 Provision for income taxes 52 42,950 (8,142 ) — 34,860 Equity in earnings in subsidiaries (135,282 ) (262,871 ) 368,268 29,885 — Net income (loss) $ 365,594 $ (13,621 ) $ (16,264 ) $ 29,885 $ 365,594 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 $ 85,744 $ 395,749 $ (481,493 ) $ 444,081 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax 17,846 (16,979 ) (15,735 ) 32,714 17,846 Unrealized loss on derivative instruments and other, net of zero tax 26,744 15,195 26,744 (41,939 ) 26,744 Comprehensive income $ 488,671 $ 83,960 $ 406,758 $ (490,718 ) $ 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 $ 195,591 $ 746,097 $ (941,688 ) $ 600,801 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax (18,932 ) 256,652 221,418 (478,070 ) (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 $ 418,474 $ 932,098 $ (1,350,572 ) $ 546,452 Condensed Consolidating Statements of Comprehensive Income for Fiscal Year Ended March 31, 2014 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net income (loss) $ 365,594 $ (13,621 ) $ (16,264 ) $ 29,885 $ 365,594 Other comprehensive loss: Foreign currency translation adjustments, net of zero tax (34,683 ) (89,282 ) (89,635 ) 178,917 (34,683 ) Unrealized loss on derivative instruments and other, net of zero tax (13,992 ) (5,221 ) (13,993 ) 19,214 (13,992 ) Comprehensive income (loss) $ 316,919 $ (108,124 ) $ (119,892 ) $ 228,016 $ 316,919 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 $ 427,259 $ 546,911 $ — $ 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 and divestiture of businesses, net of cash acquired and cash held in divested business — (809,272 ) (101,515 ) — (910,787 ) Investing cash flows to affiliates (1,596,210 ) (1,609,342 ) (1,408,610 ) 4,614,162 — Other investing activities, net (500 ) (31,011 ) 42,880 — 11,369 Net cash used in investing activities (1,596,710 ) (2,601,008 ) (1,812,829 ) 4,614,171 (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 2,162,840 1,211,186 (4,614,171 ) — Other financing activities, net — (8,800 ) (77,000 ) — (85,800 ) Net cash provided by financing activities 1,525,804 2,150,981 1,187,028 (4,614,171 ) 249,642 Effect of exchange rates on cash and cash equivalents 34,529 2,697 (47,775 ) — (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 Condensed Consolidating Statements of Cash Flows for Fiscal Year Ended March 31, 2014 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ 459,748 $ (126,813 ) $ 882,974 $ 551 1,216,460 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (222,197 ) (292,221 ) (585 ) (515,003 ) Acquisition and divestiture of businesses, net of cash acquired and cash held in divested business — (61,587 ) (171,845 ) — (233,432 ) Investing cash flows from (to) affiliates 35,262 (1,237,006 ) (1,075,938 ) 2,277,682 — Other investing activities, net — (10,842 ) (24,655 ) — (35,497 ) Net cash provided by (used in) investing activities 35,262 (1,531,632 ) (1,564,659 ) 2,277,097 (783,932 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt 1,066,359 277 17 — 1,066,653 Repayments of bank borrowings and long-term debt and capital lease obligations (492,034 ) (525 ) (45,021 ) — (537,580 ) Payments for early repurchase of long-term debt (503,423 ) (41,417 ) — — (544,840 ) Payments for repurchases of ordinary shares (475,314 ) — — — (475,314 ) Proceeds from exercise of stock options 28,140 — — — 28,140 Financing cash flows from (to) affiliates (277,594 ) 1,681,559 873,683 (2,277,648 ) — Other financing activities, net — — 52,149 — 52,149 Net cash provided by (used in) financing activities (653,866 ) 1,639,894 880,828 (2,277,648 ) (410,792 ) Effect of exchange rates on cash and cash equivalents 57,055 2,641 (74,791 ) — (15,095 ) Net increase (decrease) in cash and cash equivalents (101,801 ) (15,910 ) 124,352 — 6,641 Cash and cash equivalents, beginning of period 740,515 226,372 620,200 — 1,587,087 Cash and cash equivalents, end of period $ 638,714 $ 210,462 $ 744,552 $ — $ 1,593,728 |