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, 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 July 1, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 431,588 $ 118,892 $ 1,128,855 $ — $ 1,679,335 Accounts receivable — 819,169 1,238,774 — 2,057,943 Inventories — 1,536,360 2,058,477 — 3,594,837 Inter company receivable 9,624,074 5,918,488 12,736,490 (28,279,052 ) — Other current assets 1,740 182,510 904,594 — 1,088,844 Total current assets 10,057,402 8,575,419 18,067,190 (28,279,052 ) 8,420,959 Property and equipment, net — 561,046 1,735,399 — 2,296,445 Goodwill and other intangible assets, net 100 60,173 1,264,341 — 1,324,614 Other assets 2,232,494 269,927 2,001,920 (4,037,835 ) 466,506 Investment in subsidiaries 2,675,293 3,174,268 18,214,271 (24,063,832 ) — Total assets $ 14,965,289 $ 12,640,833 $ 41,283,121 $ (56,380,719 ) $ 12,508,524 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Bank borrowings and current portion of long-term debt $ 58,836 $ 946 $ 6,238 $ — $ 66,020 Accounts payable — 1,477,964 2,839,607 — 4,317,571 Accrued payroll — 136,897 240,630 — 377,527 Inter company payable 9,557,901 8,546,945 10,174,206 (28,279,052 ) — Other current liabilities 26,524 809,796 1,030,265 — 1,866,585 Total current liabilities 9,643,261 10,972,548 14,290,946 (28,279,052 ) 6,627,703 Long term liabilities 2,698,621 2,059,725 2,493,716 (4,037,835 ) 3,214,227 Flextronics International Ltd. shareholders’ equity (deficit) 2,623,407 (391,440 ) 24,455,272 (24,063,832 ) 2,623,407 Noncontrolling interests — — 43,187 — 43,187 Total shareholders’ equity (deficit) 2,623,407 (391,440 ) 24,498,459 (24,063,832 ) 2,666,594 Total liabilities and shareholders’ equity $ 14,965,289 $ 12,640,833 $ 41,283,121 $ (56,380,719 ) $ 12,508,524 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 3,010,111 18,175,348 (24,000,885 ) — Total assets $ 14,908,294 $ 12,000,288 $ 40,610,340 $ (55,133,941 ) $ 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 (deficit) 2,570,872 (449,795 ) 24,450,680 (24,000,885 ) 2,570,872 Noncontrolling interests — — 34,658 — 34,658 Total shareholders’ equity (deficit) 2,570,872 (449,795 ) 24,485,338 (24,000,885 ) 2,605,530 Total liabilities and shareholders’ equity $ 14,908,294 $ 12,000,288 $ 40,610,340 $ (55,133,941 ) $ 12,384,981 Condensed Consolidating Statements of Operations for the Three -Month Period Ended July 1, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 3,830,352 $ 4,336,646 $ (2,290,185 ) $ 5,876,813 Cost of sales — 3,413,282 4,347,721 (2,290,185 ) 5,470,818 Gross profit (loss) — 417,070 (11,075 ) — 405,995 Selling, general and administrative expenses — 69,969 169,577 — 239,546 Intangible amortization 75 717 20,806 — 21,598 Interest and other, net (316,390 ) 416,317 (71,999 ) — 27,928 Income (loss) from continuing operations before income taxes 316,315 (69,933 ) (129,459 ) — 116,923 Provision for income taxes — 595 10,599 — 11,194 Equity in earnings in subsidiaries (210,586 ) (727 ) (22,105 ) 233,418 — Net income (loss) $ 105,729 $ (71,255 ) $ (162,163 ) $ 233,418 $ 105,729 Condensed Consolidating Statements of Operations for the Three -Month Period Ended June 26, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net sales $ — $ 4,046,385 $ 3,935,515 $ (2,415,652 ) $ 5,566,248 Cost of sales — 3,644,059 3,985,500 (2,415,652 ) 5,213,907 Gross profit (loss) — 402,326 (49,985 ) — 352,341 Selling, general and administrative expenses — 63,559 145,826 — 209,385 Intangible amortization 75 960 6,636 — 7,671 Interest and other, net (267,052 ) 336,992 (53,271 ) — 16,669 Income (loss) from continuing operations before income taxes 266,977 815 (149,176 ) — 118,616 Provision for (benefit from) income taxes — 9,099 (1,333 ) — 7,766 Equity in earnings in subsidiaries (156,127 ) (17,826 ) 37,047 136,906 — Net income (loss) $ 110,850 $ (26,110 ) $ (110,796 ) $ 136,906 $ 110,850 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three -Month Period Ended July 1, 2016 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income (loss) $ 105,729 $ (71,255 ) $ (162,163 ) $ 233,418 $ 105,729 Other comprehensive income: Foreign currency translation adjustments, net of zero tax 9,861 17,709 24,763 (42,472 ) 9,861 Unrealized gain on derivative instruments and other, net of zero tax 1,348 2,449 1,348 (3,797 ) 1,348 Comprehensive income (loss) $ 116,938 $ (51,097 ) $ (136,052 ) $ 187,149 $ 116,938 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three -Month Period Ended June 26, 2015 Parent Guarantor Non- Eliminations Consolidated (in thousands) Net income $ 110,850 $ (26,110 ) $ (110,796 ) $ 136,906 $ 110,850 Other comprehensive income (loss): Foreign currency translation adjustments, net of zero tax 2,783 (23,490 ) (20,897 ) 44,387 2,783 Unrealized gain on derivative instruments and other, net of zero tax 12,829 4,624 12,829 (17,453 ) 12,829 Comprehensive income (loss) $ 126,462 $ (44,976 ) $ (118,864 ) $ 163,840 $ 126,462 Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended July 1, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ 300,435 $ (217,862 ) $ 181,392 $ (33 ) $ 263,932 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (39,399 ) (103,976 ) (6 ) (143,381 ) Acquisition of businesses, net of cash acquired — (8,888 ) (604 ) — (9,492 ) Proceeds from divesture of business, net of cash held in divested business — — 14,828 — 14,828 Investing cash flows to affiliates (481,875 ) (816,210 ) (653,366 ) 1,951,451 — Other investing activities, net 1 (1,260 ) 27,520 — 26,261 Net cash used in investing activities (481,874 ) (865,757 ) (715,598 ) 1,951,445 (111,784 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt 74,972 — 46 — 75,018 Repayments of bank borrowings, long-term debt and capital lease obligations (90,000 ) (1,152 ) (1,070 ) (92,222 ) Payments for repurchases of ordinary shares (94,715 ) — — — (94,715 ) Net proceeds from issuance of ordinary shares 3,966 — — — 3,966 Financing cash flows (to) from affiliates (30,704 ) 1,056,584 925,532 (1,951,412 ) — Other financing activities, net 30,000 — (17,099 ) — 12,901 Net cash (used in) provided by financing activities (106,481 ) 1,055,432 907,409 (1,951,412 ) (95,052 ) Effect of exchange rates on cash and cash equivalents (15,361 ) (1,122 ) 31,152 — 14,669 Net increase (decrease) in cash and cash equivalents (303,281 ) (29,309 ) 404,355 — 71,765 Cash and cash equivalents, beginning of period 734,869 148,201 724,500 — 1,607,570 Cash and cash equivalents, end of period $ 431,588 $ 118,892 $ 1,128,855 $ — $ 1,679,335 Condensed Consolidating Statements of Cash Flows for the Three-Month Period Ended June 26, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ 280,844 $ (4,684 ) $ 86,116 $ — $ 362,276 Cash flows from investing activities: Purchases of property and equipment, net of proceeds from disposal — (47,108 ) (89,728 ) — (136,836 ) Acquisition of businesses, net of cash acquired — (2,785 ) (15,795 ) — (18,580 ) Proceeds from divestiture of business, net of cash held in divested business — — 1,000 — 1,000 Investing cash flows to affiliates (720,048 ) (162,774 ) (1,176,220 ) 2,059,042 — Other investing activities, net — (14,787 ) 7,207 — (7,580 ) Net cash used in investing activities (720,048 ) (227,454 ) (1,273,536 ) 2,059,042 (161,996 ) Cash flows from financing activities: Proceeds from bank borrowings and long-term debt 595,309 221 18 — 595,548 Repayments of bank borrowings, long-term debt and capital lease obligations (6,604 ) (493 ) (1,360 ) — (8,457 ) Payments for repurchases of ordinary shares (99,995 ) — — — (99,995 ) Net proceeds from issuance of ordinary shares 44,602 — — — 44,602 Financing cash flows from affiliates 619,970 274,540 1,164,532 (2,059,042 ) — Other financing activities, net — — (25,252 ) — (25,252 ) Net cash provided by financing activities 1,153,282 274,268 1,137,938 (2,059,042 ) 506,446 Effect of exchange rates on cash and cash equivalents 24,362 (961 ) (27,124 ) — (3,723 ) Net increase (decrease) in cash and cash equivalents 738,440 41,169 (76,606 ) — 703,003 Cash and cash equivalents, beginning of period 608,971 168,272 851,165 — 1,628,408 Cash and cash equivalents, end of period $ 1,347,411 $ 209,441 $ 774,559 $ — $ 2,331,411 |