| CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION:
The following information sets forth the condensed consolidating balance sheets as of May 31, 2013, and February 28, 2013, the condensed consolidating statements of comprehensive income (loss) for the three months ended May 31, 2013, and May 31, 2012, and the condensed consolidating statements of cash flows for the three months ended May 31, 2013, and May 31, 2012, for the Company, the parent company, the combined subsidiaries of the Company which guarantee the Company’s senior notes (“Subsidiary Guarantors”) and the combined subsidiaries of the Company which are not Subsidiary Guarantors (primarily foreign subsidiaries) (“Subsidiary Nonguarantors”). The Subsidiary Guarantors are 100% owned, directly or indirectly, by the parent company and the guarantees are joint and several obligations of each of the Subsidiary Guarantors. The guarantees are full and unconditional, as those terms are used in Rule 3-10 of Regulation S-X, except that a Subsidiary Guarantor can be automatically released and relieved of its obligations under certain customary circumstances contained in the indentures governing the Company’s senior notes. These customary circumstances include, so long as other applicable provisions of the indentures are adhered to, the termination or release of a Subsidiary Guarantor’s guarantee of other indebtedness or upon the legal defeasance or covenant defeasance or satisfaction and discharge of the Company’s senior notes. Separate financial statements for the Subsidiary Guarantors of the Company are not presented because the Company has determined that such financial statements would not be material to investors. The accounting policies of the parent company, the Subsidiary Guarantors and the Subsidiary Nonguarantors are the same as those described for the Company in the Summary of Significant Accounting Policies in Note 1 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2013, and include the recently adopted accounting guidance described in Note 2 herein. There are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to the Company in the form of cash dividends, loans or advances.
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Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
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|
Condensed Consolidating Balance Sheet at May 31, 2013 |
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash investments |
$ |
474.1 |
|
|
$ |
2.6 |
|
|
$ |
132.6 |
|
|
$ |
— |
|
|
$ |
609.3 |
|
Accounts receivable, net |
1.5 |
|
|
9.6 |
|
|
442.7 |
|
|
— |
|
|
453.8 |
|
Inventories |
155.7 |
|
|
946.4 |
|
|
349.5 |
|
|
(7.8 |
) |
|
1,443.8 |
|
Prepaid expenses and other |
34.7 |
|
|
56.1 |
|
|
447.9 |
|
|
(322.3 |
) |
|
216.4 |
|
Intercompany (payable) receivable |
(2,987.5 |
) |
|
3,075.4 |
|
|
(87.9 |
) |
|
— |
|
|
— |
|
Total current assets |
(2,321.5 |
) |
|
4,090.1 |
|
|
1,284.8 |
|
|
(330.1 |
) |
|
2,723.3 |
|
Property, plant and equipment, net |
41.8 |
|
|
824.0 |
|
|
341.8 |
|
|
— |
|
|
1,207.6 |
|
Investments in subsidiaries |
7,366.9 |
|
|
3.9 |
|
|
— |
|
|
(7,370.8 |
) |
|
— |
|
Goodwill |
— |
|
|
2,098.0 |
|
|
616.5 |
|
|
— |
|
|
2,714.5 |
|
Intangible assets, net |
— |
|
|
684.5 |
|
|
181.7 |
|
|
— |
|
|
866.2 |
|
Restricted cash |
1,550.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,550.0 |
|
Intercompany notes receivable |
1,631.7 |
|
|
6.1 |
|
|
32.8 |
|
|
(1,670.6 |
) |
|
— |
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Other assets, net |
62.8 |
|
|
284.8 |
|
|
56.8 |
|
|
(13.6 |
) |
|
390.8 |
|
Total assets |
$ |
8,331.7 |
|
|
$ |
7,991.4 |
|
|
$ |
2,514.4 |
|
|
$ |
(9,385.1 |
) |
|
$ |
9,452.4 |
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Current liabilities: |
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Notes payable to banks |
$ |
— |
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|
$ |
— |
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|
$ |
221.0 |
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$ |
— |
|
|
$ |
221.0 |
|
Current maturities of long-term debt |
16.3 |
|
|
17.0 |
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— |
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— |
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|
33.3 |
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Accounts payable |
30.4 |
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|
60.7 |
|
|
58.9 |
|
|
— |
|
|
150.0 |
|
Accrued excise taxes |
9.9 |
|
|
3.2 |
|
|
4.4 |
|
|
— |
|
|
17.5 |
|
Other accrued expenses and liabilities |
455.1 |
|
|
167.5 |
|
|
77.0 |
|
|
(324.2 |
) |
|
375.4 |
|
Total current liabilities |
511.7 |
|
|
248.4 |
|
|
361.3 |
|
|
(324.2 |
) |
|
797.2 |
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Parent
Company
|
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Subsidiary
Guarantors
|
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Subsidiary
Nonguarantors
|
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Eliminations |
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Consolidated |
(in millions) |
|
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Long-term debt, less current maturities |
4,793.8 |
|
|
23.9 |
|
|
— |
|
|
— |
|
|
4,817.7 |
|
Deferred income taxes |
3.5 |
|
|
551.3 |
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|
89.9 |
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|
(13.6 |
) |
|
631.1 |
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Intercompany notes payable |
— |
|
|
1,655.6 |
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|
15.0 |
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|
(1,670.6 |
) |
|
— |
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Other liabilities |
25.3 |
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|
64.2 |
|
|
119.5 |
|
|
— |
|
|
209.0 |
|
Stockholders’ equity |
2,997.4 |
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|
5,448.0 |
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|
1,928.7 |
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(7,376.7 |
) |
|
2,997.4 |
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Total liabilities and stockholders’ equity |
$ |
8,331.7 |
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|
$ |
7,991.4 |
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|
$ |
2,514.4 |
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|
$ |
(9,385.1 |
) |
|
$ |
9,452.4 |
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Condensed Consolidating Balance Sheet at February 28, 2013 |
Current assets: |
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|
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Cash and cash investments |
$ |
185.8 |
|
|
$ |
0.7 |
|
|
$ |
145.0 |
|
|
$ |
— |
|
|
$ |
331.5 |
|
Accounts receivable, net |
0.7 |
|
|
10.1 |
|
|
461.1 |
|
|
— |
|
|
471.9 |
|
Inventories |
151.5 |
|
|
1,019.4 |
|
|
317.6 |
|
|
(7.6 |
) |
|
1,480.9 |
|
Prepaid expenses and other |
25.8 |
|
|
54.5 |
|
|
447.5 |
|
|
(340.9 |
) |
|
186.9 |
|
Intercompany (payable) receivable |
(2,659.3 |
) |
|
2,972.7 |
|
|
(313.4 |
) |
|
— |
|
|
— |
|
Total current assets |
(2,295.5 |
) |
|
4,057.4 |
|
|
1,057.8 |
|
|
(348.5 |
) |
|
2,471.2 |
|
Property, plant and equipment, net |
43.3 |
|
|
832.7 |
|
|
353.0 |
|
|
— |
|
|
1,229.0 |
|
Investments in subsidiaries |
7,281.5 |
|
|
2.8 |
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|
— |
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|
(7,284.3 |
) |
|
— |
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Goodwill |
— |
|
|
2,097.9 |
|
|
624.4 |
|
|
— |
|
|
2,722.3 |
|
Intangible assets, net |
— |
|
|
686.5 |
|
|
184.9 |
|
|
— |
|
|
871.4 |
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Restricted cash |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Intercompany notes receivable |
1,611.2 |
|
|
— |
|
|
32.6 |
|
|
(1,643.8 |
) |
|
— |
|
Other assets, net |
49.8 |
|
|
256.7 |
|
|
58.6 |
|
|
(20.9 |
) |
|
344.2 |
|
Total assets |
$ |
6,690.3 |
|
|
$ |
7,934.0 |
|
|
$ |
2,311.3 |
|
|
$ |
(9,297.5 |
) |
|
$ |
7,638.1 |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Notes payable to banks |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Current maturities of long-term debt |
9.8 |
|
|
17.7 |
|
|
0.1 |
|
|
— |
|
|
27.6 |
|
Accounts payable |
39.2 |
|
|
106.4 |
|
|
63.4 |
|
|
— |
|
|
209.0 |
|
Accrued excise taxes |
11.4 |
|
|
3.7 |
|
|
3.8 |
|
|
— |
|
|
18.9 |
|
Other accrued expenses and liabilities |
501.8 |
|
|
187.5 |
|
|
76.0 |
|
|
(342.9 |
) |
|
422.4 |
|
Total current liabilities |
562.2 |
|
|
315.3 |
|
|
143.3 |
|
|
(342.9 |
) |
|
677.9 |
|
Long-term debt, less current maturities |
3,251.0 |
|
|
26.8 |
|
|
— |
|
|
— |
|
|
3,277.8 |
|
Deferred income taxes |
— |
|
|
543.0 |
|
|
77.5 |
|
|
(20.9 |
) |
|
599.6 |
|
Intercompany notes payable |
— |
|
|
1,634.9 |
|
|
8.9 |
|
|
(1,643.8 |
) |
|
— |
|
Other liabilities |
16.8 |
|
|
72.5 |
|
|
133.2 |
|
|
— |
|
|
222.5 |
|
Stockholders’ equity |
2,860.3 |
|
|
5,341.5 |
|
|
1,948.4 |
|
|
(7,289.9 |
) |
|
2,860.3 |
|
Total liabilities and stockholders’ equity |
$ |
6,690.3 |
|
|
$ |
7,934.0 |
|
|
$ |
2,311.3 |
|
|
$ |
(9,297.5 |
) |
|
$ |
7,638.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended May 31, 2013 |
Sales |
$ |
552.5 |
|
|
$ |
390.3 |
|
|
$ |
213.9 |
|
|
$ |
(390.5 |
) |
|
$ |
766.2 |
|
Less – excise taxes |
(78.1 |
) |
|
2.0 |
|
|
(16.7 |
) |
|
— |
|
|
(92.8 |
) |
Net sales |
474.4 |
|
|
392.3 |
|
|
197.2 |
|
|
(390.5 |
) |
|
673.4 |
|
Cost of product sold |
(400.0 |
) |
|
(275.1 |
) |
|
(128.4 |
) |
|
386.2 |
|
|
(417.3 |
) |
Gross profit |
74.4 |
|
|
117.2 |
|
|
68.8 |
|
|
(4.3 |
) |
|
256.1 |
|
Selling, general and administrative expenses |
(119.0 |
) |
|
(29.8 |
) |
|
(41.9 |
) |
|
4.2 |
|
|
(186.5 |
) |
Restructuring charges |
— |
|
|
0.9 |
|
|
— |
|
|
— |
|
|
0.9 |
|
Operating (loss) income |
(44.6 |
) |
|
88.3 |
|
|
26.9 |
|
|
(0.1 |
) |
|
70.5 |
|
Equity in earnings of equity method investees and subsidiaries |
133.8 |
|
|
66.4 |
|
|
0.1 |
|
|
(133.7 |
) |
|
66.6 |
|
Interest income |
— |
|
|
— |
|
|
1.9 |
|
|
— |
|
|
1.9 |
|
Intercompany interest income |
25.8 |
|
|
36.7 |
|
|
0.4 |
|
|
(62.9 |
) |
|
— |
|
Interest expense |
(53.4 |
) |
|
(2.7 |
) |
|
(0.6 |
) |
|
— |
|
|
(56.7 |
) |
Intercompany interest expense |
(39.0 |
) |
|
(23.8 |
) |
|
(0.1 |
) |
|
62.9 |
|
|
— |
|
Loss on write-off of financing costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Income before income taxes |
22.6 |
|
|
164.9 |
|
|
28.6 |
|
|
(133.8 |
) |
|
82.3 |
|
Benefit from (provision for) income taxes |
30.3 |
|
|
(62.0 |
) |
|
2.3 |
|
|
— |
|
|
(29.4 |
) |
Net income |
$ |
52.9 |
|
|
$ |
102.9 |
|
|
$ |
30.9 |
|
|
$ |
(133.8 |
) |
|
$ |
52.9 |
|
Comprehensive income |
$ |
29.4 |
|
|
$ |
106.3 |
|
|
$ |
4.1 |
|
|
$ |
(110.4 |
) |
|
$ |
29.4 |
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended May 31, 2012 |
Sales |
$ |
455.3 |
|
|
$ |
401.1 |
|
|
$ |
193.4 |
|
|
$ |
(324.5 |
) |
|
$ |
725.3 |
|
Less – excise taxes |
(48.6 |
) |
|
(26.5 |
) |
|
(15.4 |
) |
|
— |
|
|
(90.5 |
) |
Net sales |
406.7 |
|
|
374.6 |
|
|
178.0 |
|
|
(324.5 |
) |
|
634.8 |
|
Cost of product sold |
(338.2 |
) |
|
(260.9 |
) |
|
(106.3 |
) |
|
321.2 |
|
|
(384.2 |
) |
Gross profit |
68.5 |
|
|
113.7 |
|
|
71.7 |
|
|
(3.3 |
) |
|
250.6 |
|
Selling, general and administrative expenses |
(82.6 |
) |
|
(18.7 |
) |
|
(45.4 |
) |
|
2.7 |
|
|
(144.0 |
) |
Restructuring charges |
0.2 |
|
|
(0.4 |
) |
|
(0.3 |
) |
|
— |
|
|
(0.5 |
) |
Operating (loss) income |
(13.9 |
) |
|
94.6 |
|
|
26.0 |
|
|
(0.6 |
) |
|
106.1 |
|
Equity in earnings of equity method investees and subsidiaries |
138.7 |
|
|
57.4 |
|
|
0.1 |
|
|
(135.6 |
) |
|
60.6 |
|
Interest income |
— |
|
|
— |
|
|
1.4 |
|
|
— |
|
|
1.4 |
|
Intercompany interest income |
19.7 |
|
|
46.4 |
|
|
0.4 |
|
|
(66.5 |
) |
|
— |
|
Interest expense |
(50.7 |
) |
|
(0.6 |
) |
|
(0.8 |
) |
|
— |
|
|
(52.1 |
) |
Intercompany interest expense |
(46.3 |
) |
|
(20.1 |
) |
|
(0.1 |
) |
|
66.5 |
|
|
— |
|
Loss on write-off of financing costs |
(2.8 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2.8 |
) |
Income before income taxes |
44.7 |
|
|
177.7 |
|
|
27.0 |
|
|
(136.2 |
) |
|
113.2 |
|
Benefit from (provision for) income taxes |
27.3 |
|
|
(69.0 |
) |
|
0.6 |
|
|
(0.1 |
) |
|
(41.2 |
) |
Net income |
$ |
72.0 |
|
|
$ |
108.7 |
|
|
$ |
27.6 |
|
|
$ |
(136.3 |
) |
|
$ |
72.0 |
|
Comprehensive (loss) income |
$ |
(18.6 |
) |
|
$ |
100.9 |
|
|
$ |
(62.0 |
) |
|
$ |
(38.9 |
) |
|
$ |
(18.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Three Months Ended May 31, 2013 |
Net cash provided by (used in) operating activities |
$ |
1,643.2 |
|
|
$ |
(1,641.6 |
) |
|
$ |
1.7 |
|
|
$ |
— |
|
|
$ |
3.3 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
(2.4 |
) |
|
(15.0 |
) |
|
(4.6 |
) |
|
— |
|
|
(22.0 |
) |
Proceeds from sales of assets |
— |
|
|
0.1 |
|
|
1.1 |
|
|
— |
|
|
1.2 |
|
Proceeds from notes receivable |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Other investing activities |
— |
|
|
2.3 |
|
|
(1.5 |
) |
|
— |
|
|
0.8 |
|
Net cash used in investing activities |
(2.4 |
) |
|
(12.6 |
) |
|
(5.0 |
) |
|
— |
|
|
(20.0 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Intercompany financings, net |
(1,448.0 |
) |
|
1,675.5 |
|
|
(227.5 |
) |
|
— |
|
|
— |
|
Proceeds from issuance of long-term debt |
1,550.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,550.0 |
|
Net proceeds from notes payable |
— |
|
|
— |
|
|
221.1 |
|
|
— |
|
|
221.1 |
|
Proceeds from exercises of employee stock options |
62.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
62.4 |
|
Excess tax benefits from stock-based payment awards |
47.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
47.3 |
|
Payment of restricted cash upon issuance of long-term debt |
(1,550.0 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,550.0 |
) |
Payment of minimum tax withholdings on stock-based payment awards |
— |
|
|
(15.5 |
) |
|
(1.7 |
) |
|
— |
|
|
(17.2 |
) |
Payment of financing costs of long-term debt |
(13.2 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(13.2 |
) |
Principal payments of long-term debt |
(1.0 |
) |
|
(3.9 |
) |
|
— |
|
|
— |
|
|
(4.9 |
) |
Purchases of treasury stock |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Net cash (used in) provided by financing activities |
(1,352.5 |
) |
|
1,656.1 |
|
|
(8.1 |
) |
|
— |
|
|
295.5 |
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash investments |
— |
|
|
— |
|
|
(1.0 |
) |
|
— |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash investments |
288.3 |
|
|
1.9 |
|
|
(12.4 |
) |
|
— |
|
|
277.8 |
|
Cash and cash investments, beginning of period |
185.8 |
|
|
0.7 |
|
|
145.0 |
|
|
— |
|
|
331.5 |
|
Cash and cash investments, end of period |
$ |
474.1 |
|
|
$ |
2.6 |
|
|
$ |
132.6 |
|
|
$ |
— |
|
|
$ |
609.3 |
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Three Months Ended May 31, 2012 |
Net cash provided by (used in) operating activities |
$ |
56.1 |
|
|
$ |
74.0 |
|
|
$ |
(33.7 |
) |
|
$ |
— |
|
|
$ |
96.4 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
(4.7 |
) |
|
(11.9 |
) |
|
(3.0 |
) |
|
— |
|
|
(19.6 |
) |
Proceeds from sales of assets |
— |
|
|
4.8 |
|
|
2.9 |
|
|
— |
|
|
7.7 |
|
Proceeds from notes receivable |
1.2 |
|
|
0.5 |
|
|
— |
|
|
— |
|
|
1.7 |
|
Other investing activities |
— |
|
|
(0.8 |
) |
|
(0.1 |
) |
|
— |
|
|
(0.9 |
) |
Net cash used in investing activities |
(3.5 |
) |
|
(7.4 |
) |
|
(0.2 |
) |
|
— |
|
|
(11.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Intercompany financings, net |
40.5 |
|
|
(63.3 |
) |
|
22.8 |
|
|
— |
|
|
— |
|
Proceeds from issuance of long-term debt |
1,400.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,400.0 |
|
Net repayments of notes payable |
(271.8 |
) |
|
— |
|
|
(2.6 |
) |
|
— |
|
|
(274.4 |
) |
Proceeds from exercises of employee stock options |
12.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
12.4 |
|
Excess tax benefits from stock-based payment awards |
2.6 |
|
|
— |
|
|
— |
|
|
— |
|
|
2.6 |
|
Payment of restricted cash upon issuance of long-term debt |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Payment of minimum tax withholdings on stock-based payment awards |
— |
|
|
(0.1 |
) |
|
(0.4 |
) |
|
— |
|
|
(0.5 |
) |
Payment of financing costs of long-term debt |
(22.8 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(22.8 |
) |
Principal payments of long-term debt |
(830.8 |
) |
|
(1.4 |
) |
|
— |
|
|
— |
|
|
(832.2 |
) |
Purchases of treasury stock |
(383.0 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(383.0 |
) |
Net cash (used in) provided by financing activities |
(52.9 |
) |
|
(64.8 |
) |
|
19.8 |
|
|
— |
|
|
(97.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
and cash investments
|
— |
|
|
— |
|
|
(4.1 |
) |
|
— |
|
|
(4.1 |
) |
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash investments |
(0.3 |
) |
|
1.8 |
|
|
(18.2 |
) |
|
— |
|
|
(16.7 |
) |
|
Cash and cash investments, beginning
of period
|
0.5 |
|
|
0.6 |
|
|
84.7 |
|
|
— |
|
|
85.8 |
|
|
Cash and cash investments, end of
period
|
$ |
0.2 |
|
|
$ |
2.4 |
|
|
$ |
66.5 |
|
|
$ |
— |
|
|
$ |
69.1 |
|
|