| Condensed Consolidating Balance Sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
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 |
) |
|
— |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Notes payable to banks |
$ |
— |
|
|
$ |
— |
|
|
$ |
221.0 |
|
|
$ |
— |
|
|
$ |
221.0 |
|
Current maturities of long-term debt |
16.3 |
|
|
17.0 |
|
|
— |
|
|
— |
|
|
33.3 |
|
Accounts payable |
30.4 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Long-term debt, less current maturities |
4,793.8 |
|
|
23.9 |
|
|
— |
|
|
— |
|
|
4,817.7 |
|
Deferred income taxes |
3.5 |
|
|
551.3 |
|
|
89.9 |
|
|
(13.6 |
) |
|
631.1 |
|
Intercompany notes payable |
— |
|
|
1,655.6 |
|
|
15.0 |
|
|
(1,670.6 |
) |
|
— |
|
Other liabilities |
25.3 |
|
|
64.2 |
|
|
119.5 |
|
|
— |
|
|
209.0 |
|
Stockholders’ equity |
2,997.4 |
|
|
5,448.0 |
|
|
1,928.7 |
|
|
(7,376.7 |
) |
|
2,997.4 |
|
Total liabilities and stockholders’ equity |
$ |
8,331.7 |
|
|
$ |
7,991.4 |
|
|
$ |
2,514.4 |
|
|
$ |
(9,385.1 |
) |
|
$ |
9,452.4 |
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet at February 28, 2013 |
Current assets: |
|
|
|
|
|
|
|
|
|
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 |
|
|
— |
|
|
(7,284.3 |
) |
|
— |
|
Goodwill |
— |
|
|
2,097.9 |
|
|
624.4 |
|
|
— |
|
|
2,722.3 |
|
Intangible assets, net |
— |
|
|
686.5 |
|
|
184.9 |
|
|
— |
|
|
871.4 |
|
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 |
|
|
| Condensed Consolidating Statement of Cash Flows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|