SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables)

6 Months Ended

Sep. 27, 2013

SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Condensed Consolidating Balance Sheets as of September 27, 2013

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	263,505	$	70,484		$	793,077	$	—		$	1,127,066
Accounts receivable	—		955,168			1,440,821		—			2,395,989
Inventories	—		1,508,576			2,367,494		—			3,876,070
Inter company receivable	4,595,738		4,587,105			7,905,316		(17,088,159		)	—
Other current assets	920		214,369			1,328,482		—			1,543,771
Total current assets	4,860,163		7,335,702			13,835,190		(17,088,159		)	8,942,896
Property and equipment, net	—		459,989			1,917,560		—			2,377,549
Goodwill and other intangible assets, net	925		41,256			302,835		—			345,016
Other assets	2,568,779		105,514			4,544,377		(6,879,646		)	339,024
Investment in subsidiaries	4,066,578		(680,710		)	17,282,847		(20,668,715		)	—
Total assets	$	11,496,445	$	7,261,751		$	37,882,809	$	(44,636,520	)	$	12,004,485

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	43,187	$	60		$	180	$	—		$	43,427
Accounts payable	—		1,324,720			3,787,533		—			5,112,253
Accrued payroll	—		92,114			315,573		—			407,687
Inter company payable	4,752,227		7,301,675			5,034,257		(17,088,159		)	—
Other current liabilities	25,160		549,748			1,239,069		—			1,813,977
Total current liabilities	4,820,574		9,268,317			10,376,612		(17,088,159		)	7,377,344
Long term liabilities	4,557,406		2,076,029			2,754,887		(6,879,646		)	2,508,676
Shareholders’ equity	2,118,465		(4,082,595		)	24,751,310		(20,668,715		)	2,118,465
Total liabilities and shareholders’ equity	$	11,496,445	$	7,261,751		$	37,882,809	$	(44,636,520	)	$	12,004,485

Condensed Consolidating Balance Sheets as of March 31, 2013

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	740,515	$	82,900		$	763,672	$	—		$	1,587,087
Accounts receivable	—		458,617			1,653,379		—			2,111,996
Inventories	—		1,063,627			1,658,873		—			2,722,500
Inter company receivable	4,440,955		4,726,673			6,490,274		(15,657,902		)	—
Other current assets	6,182		178,585			1,165,051		—			1,349,818
Total current assets	5,187,652		6,510,402			11,731,249		(15,657,902		)	7,771,401
Property and equipment, net	—		328,621			1,845,967		—			2,174,588
Goodwill and other intangible assets, net	1,075		40,626			301,851		—			343,552
Other assets	2,498,080		105,136			4,902,815		(7,204,017		)	302,014
Investment in subsidiaries	4,127,384		(939,264		)	16,920,679		(20,108,799		)	—
Total assets	$	11,814,191	$	6,045,521		$	35,702,561	$	(42,970,718	)	$	10,591,555

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings and current portion of long-term debt	$	416,594	$	60		$	—	$	—		$	416,654
Accounts payable	—		1,077,723			2,627,574		—			3,705,297
Accrued payroll	—		86,073			265,610		—			351,683
Inter company payable	4,963,615		6,093,606			4,600,681		(15,657,902		)	—
Other current liabilities	32,440		424,599			1,242,112		—			1,699,151
Total current liabilities	5,412,649		7,682,061			8,735,977		(15,657,902		)	6,172,785
Long term liabilities	4,154,784		2,488,279			2,732,966		(7,204,017		)	2,172,012
Shareholders’ equity	2,246,758		(4,124,819		)	24,233,618		(20,108,799		)	2,246,758
Total liabilities and shareholders’ equity	$	11,814,191	$	6,045,521		$	35,702,561	$	(42,970,718	)	$	10,591,555

Condensed Consolidating Statements of Operations

Condensed Consolidating Statements of Operations for the Three-Month Period Ended September 27, 2013

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net sales	$	—		$	4,027,991		$	5,519,678		$	(3,137,563	)	$	6,410,106
Cost of sales	—			3,678,986			5,500,260			(3,137,563		)	6,041,683
Gross profit	—			349,005			19,418			—			368,423
Selling, general and administrative expenses	—			51,435			167,065			—			218,500
Intangible amortization	75			955			6,688			—			7,718
Interest and other, net	(163,869		)	283,748			(106,278		)	—			13,601
Income (loss) from continuing operations before income taxes	163,794			12,867			(48,057		)	—			128,604
Provision for income taxes	—			935			9,464			—			10,399
Equity in earnings in subsidiaries	(45,589		)	(71,312		)	39,068			77,833			—
Net income (loss)	$	118,205		$	(59,380	)	$	(18,453	)	$	77,833		$	118,205

Condensed Consolidating Statements of Operations for the Three-Month Period Ended September 28, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net sales	$	—		$	4,022,666		$	4,616,079		$	(2,463,904	)	$	6,174,841
Cost of sales	—			3,606,757			4,665,216			(2,463,904		)	5,808,069
Gross profit (loss)	—			415,909			(49,137		)	—			366,772
Selling, general and administrative expenses	—			49,313			142,870			—			192,183
Intangible amortization	75			2,268			4,922						7,265
Interest and other, net	(415,209		)	268,833			135,926			—			(10,450		)
Income (loss) from continuing operations before income taxes	415,134			95,495			(332,855		)	—			177,774
Provision for income taxes	—			1,550			15,771			—			17,321
Equity in earnings in subsidiaries	(264,587		)	(79,365		)	68,123			275,829			—
Income (loss) from continuing operations	150,547			14,580			(280,503		)	275,829			160,453
Loss from discontinued operations, net of tax	—			—			(9,906		)	—			(9,906		)
Net income (loss)	$	150,547		$	14,580		$	(290,409	)	$	275,829		$	150,547

Condensed Consolidating Statements of Operations for the Six-Month Period Ended September 27, 2013

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net sales	$	—		$	7,512,424		$	10,115,109		$	(5,426,302	)	$	12,201,231
Cost of sales	—			6,819,628			10,093,321			(5,426,302		)	11,486,647
Restructuring charges	—			195			34,931			—			35,126
Gross profit (loss)	—			692,601			(13,143		)	—			679,458
Selling, general and administrative expenses	—			100,258			336,227			—			436,485
Intangible amortization	150			2,037			13,733			—			15,920
Restructuring charges	800			2,401			2,433			—			5,634
Interest and other, net	(213,203		)	550,951			(304,463		)	—			33,285
Income (loss) from continuing operations before income taxes	212,253			36,954			(61,073		)	—			188,134
Provision for income taxes	10			2,186			8,476			—			10,672
Equity in earnings in subsidiaries	(34,781		)	(79,962		)	41,893			72,850			—
Net income (loss)	$	177,462		$	(45,194	)	$	(27,656	)	$	72,850		$	177,462

Condensed Consolidating Statements of Operations for the Six-Month Period Ended September 28, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net sales	$	—		$	7,719,727		$	9,073,609		$	(4,642,500	)	$	12,150,836
Cost of sales	—			6,946,703			9,122,504			(4,642,500		)	11,426,707
Gross profit	—			773,024			(48,895		)	—			724,129
Selling, general and administrative expenses	—			93,453			289,074			—			382,527
Intangible amortization	150			4,536			10,388						15,074
Interest and other, net	(429,517		)	331,379			98,473			—			335
Income (loss) from continuing operations before income taxes	429,367			343,656			(446,830		)	—			326,193
Provision for income taxes	—			2,877			26,094			—			28,971
Equity in earnings in subsidiaries	(150,348		)	(131,087		)	237,025			44,410			—
Income (loss) from continuing operations	279,019			209,692			(235,899		)	44,410			297,222
Loss from discontinued operations, net of tax	—			—			(18,203		)	—			(18,203		)
Net income (loss)	$	279,019		$	209,692		$	(254,102	)	$	44,410		$	279,019

Condensed Consolidating Statements of Comprehensive Income (Loss)

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended September 27, 2013

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	118,205		$	(59,380	)	$	(18,453	)	$	77,833		$	118,205
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(11,988		)	(8,333		)	(39,132		)	47,465			(11,988		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	9,553			3,616			9,554			(13,170		)	9,553
Comprehensive income (loss)	$	115,770		$	(64,097	)	$	(48,031	)	$	112,128		$	115,770

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three-Month Period Ended September 28, 2012

	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	150,547	$	14,580	$	(290,409	)	$	275,829		$	150,547
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	21,135		18,094		(1,058		)	(17,036		)	21,135
Unrealized gain (loss) on derivative instruments and other, net of zero tax	22,218		3,744		22,219			(25,963		)	22,218
Comprehensive income (loss)	$	193,900	$	36,418	$	(269,248	)	$	232,830		$	193,900

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Six-Month Period Ended September 27, 2013

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	177,462		$	(45,194	)	$	(27,656	)	$	72,850		$	177,462
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(29,497		)	(12,425		)	(66,413		)	78,838			(29,497		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	(581		)	3,948			(581		)	(3,367		)	(581		)
Comprehensive income (loss)	$	147,384		$	(53,671	)	$	(94,650	)	$	148,321		$	147,384

Condensed Consolidating Statements of Comprehensive Income (Loss) for the Six-Month Period Ended September 28, 2012

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	279,019		$	209,692		$	(254,102	)	$	44,410		$	279,019
Other comprehensive income (loss):
Foreign currency translation adjustments, net of zero tax	(10,972		)	7,346			7,562			(14,908		)	(10,972		)
Unrealized gain (loss) on derivative instruments and other, net of zero tax	6,103			(3,014		)	6,104			(3,090		)	6,103
Comprehensive income (loss)	$	274,150		$	214,024		$	(240,436	)	$	26,412		$	274,150

Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows for the Six-Month Period Ended September 27, 2013

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	199,101		$	(700,539	)	$	855,057		$	139		353,758
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	—			(160,789		)	(150,192		)	—			(310,981		)
Acquisition of businesses, net of cash acquired	—			(2,949		)	(184,594		)	—			(187,543		)
Proceeds from divestiture of business, net of cash held in divested business	—			—			1,000			—			1,000
Investing cash flows from (to) affiliates	(345,190		)	106,468			(2,103,664		)	2,342,386			—
Other investing activities, net	—			1,165			6,271			—			7,436
Net cash provided by (used in) investing activities	(345,190		)	(56,105		)	(2,431,179		)	2,342,386			(490,088		)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	933,000			278			169			—			933,447
Repayments of bank borrowings, long-term debt and capital lease obligations	(403,821		)	(979		)	(1		)	—			(404,801		)
Payments for early retirement of long-term debt	(503,422		)	(41,418		)	—			—			(544,840		)
Payments for repurchases of ordinary shares	(324,594		)	—			—			—			(324,594		)
Net proceeds from issuance of ordinary shares	19,637			—			—			—			19,637
Financing cash flows from (to) affiliates	(90,262		)	783,225			1,649,562			(2,342,525		)	—
Other financing activities, net	—			—			14,743			—			14,743
Net cash provided by (used in) financing activities	(369,462		)	741,106			1,664,473			(2,342,525		)	(306,408		)
Effect of exchange rates on cash and cash equivalents	38,541			3,122			(58,946		)	—			(17,283		)
Net (decrease) increase in cash and cash equivalents	(477,010		)	(12,416		)	29,405			—			(460,021		)
Cash and cash equivalents, beginning of period	740,515			82,900			763,672			—			1,587,087
Cash and cash equivalents, end of period	$	263,505		$	70,484		$	793,077		$	—		$	1,127,066

Condensed Consolidating Statements of Cash Flows for the Six-Month Period Ended September 28, 2012

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(In thousands)

Net cash provided by (used in) operating activities	$	406,111		$	307,399		$	(185,727	)	$	62		$	527,845
Cash flows from investing activities:
Purchases of property and equipment, net of proceeds from disposal	—			(30,162		)	(214,828		)	(206		)	(245,196		)
Acquisition of businesses, net of cash acquired	—			—			7,834			—			7,834
Proceeds from divestiture of business, net of cash held in divested business	—			—			16,472			—			16,472
Investing cash flows from (to) affiliates	(107,484		)	188,447			(87,348		)	6,385			—
Other investing activities, net	—			1,011			(59,088		)	—			(58,077		)
Net cash provided by (used in) investing activities	(107,484		)	159,296			(336,958		)	6,179			(278,967		)
Cash flows from financing activities:
Proceeds from bank borrowings and long-term debt	160,000			151			34			—			160,185
Repayments of bank borrowings, long-term debt and capital lease obligations	(262,046		)	(2,303		)	(7,862		)	—			(272,211		)
Payments for repurchases of ordinary shares	(134,014		)	—			—			—			(134,014		)
Net proceeds from issuance of ordinary shares	10,636			—			—			—			10,636
Financing cash flows from (to) affiliates	93,320			(357,100		)	270,021			(6,241		)	—
Other financing activities, net	—			—			31,273			—			31,273
Net cash provided by (used in) financing activities	(132,104		)	(359,252		)	293,466			(6,241		)	(204,131		)
Effect of exchange rates on cash and cash equivalents	(20,900		)	(822		)	20,215			—			(1,507		)
Net (decrease) increase in cash and cash equivalents	145,623			106,621			(209,004		)	—			43,240
Cash and cash equivalents, beginning of period	649,252			47,865			821,212			—			1,518,329
Cash and cash equivalents, end of period	$	794,875		$	154,486		$	612,208		$	—		$	1,561,569

- Definition

Tabular disclosure of components of comprehensive income (loss) including, but not limited to: (a) foreign currency translation adjustments; (b) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (c) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (d) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (e) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (f) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (g) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

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