| CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION:
The following information sets forth the condensed consolidating balance sheets as of November 30, 2013, and February 28, 2013, the condensed consolidating statements of comprehensive income for the nine months and three months ended November 30, 2013, and November 30, 2012, and the condensed consolidating statements of cash flows for the nine months ended November 30, 2013, and November 30, 2012, for the parent company, the combined subsidiaries of the Company which guarantee the Company’s senior notes (“Subsidiary Guarantors”), the combined subsidiaries of the Company which are not Subsidiary Guarantors (primarily foreign subsidiaries) (“Subsidiary Nonguarantors”) and the Company. 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.
In connection with the preparation of the condensed consolidating financial information, the Company made certain immaterial adjustments to the condensed consolidating balance sheet at February 28, 2013, and the condensed consolidating statement of cash flows for the nine months ended November 30, 2012. The Company will also make similar adjustments to its condensed consolidating balance sheet and its condensed consolidating statements of cash flows for comparative prior periods presented in future filings. These adjustments (i) did not change the net increase in cash and cash investments for the parent company, the Subsidiary Guarantors or the Subsidiary Nonguarantors and (ii) had no impact on the consolidated amounts. The substantial majority of these adjustments had the effect of (i) decreasing the parent company’s cash flows from operating activities and increasing the parent company’s cash flows from financing activities and (ii) increasing the Subsidiary Guarantors’ cash flows from operating activities and decreasing the Subsidiary Guarantors’ cash flows from financing activities.
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|
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|
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|
|
|
|
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|
|
|
|
|
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|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet at November 30, 2013 |
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash investments |
$ |
3.0 |
|
|
$ |
2.2 |
|
|
$ |
60.0 |
|
|
$ |
— |
|
|
$ |
65.2 |
|
Accounts receivable, net |
0.6 |
|
|
11.7 |
|
|
656.5 |
|
|
— |
|
|
668.8 |
|
Inventories |
160.5 |
|
|
1,298.7 |
|
|
405.3 |
|
|
(40.5 |
) |
|
1,824.0 |
|
Intercompany receivable |
7,158.4 |
|
|
12,087.8 |
|
|
3,320.9 |
|
|
(22,567.1 |
) |
|
— |
|
Prepaid expenses and other |
45.9 |
|
|
89.6 |
|
|
487.5 |
|
|
(345.6 |
) |
|
277.4 |
|
Total current assets |
7,368.4 |
|
|
13,490.0 |
|
|
4,930.2 |
|
|
(22,953.2 |
) |
|
2,835.4 |
|
Property, plant and equipment, net |
39.4 |
|
|
845.6 |
|
|
1,020.4 |
|
|
— |
|
|
1,905.4 |
|
Investments in subsidiaries |
10,539.3 |
|
|
8.7 |
|
|
— |
|
|
(10,548.0 |
) |
|
— |
|
Goodwill |
— |
|
|
5,411.2 |
|
|
738.8 |
|
|
— |
|
|
6,150.0 |
|
Intangible assets, net |
— |
|
|
709.6 |
|
|
2,527.0 |
|
|
0.6 |
|
|
3,237.2 |
|
Intercompany notes receivable |
3,658.2 |
|
|
10.3 |
|
|
32.8 |
|
|
(3,701.3 |
) |
|
— |
|
Other assets, net |
67.2 |
|
|
88.1 |
|
|
69.4 |
|
|
(16.4 |
) |
|
208.3 |
|
Total assets |
$ |
21,672.5 |
|
|
$ |
20,563.5 |
|
|
$ |
9,318.6 |
|
|
$ |
(37,218.3 |
) |
|
$ |
14,336.3 |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Notes payable to banks |
$ |
— |
|
|
$ |
— |
|
|
$ |
170.5 |
|
|
$ |
— |
|
|
$ |
170.5 |
|
Current maturities of long-term debt |
31.8 |
|
|
17.6 |
|
|
17.7 |
|
|
— |
|
|
67.1 |
|
Accounts payable |
38.9 |
|
|
269.6 |
|
|
153.9 |
|
|
— |
|
|
462.4 |
|
Accrued excise taxes |
9.2 |
|
|
12.1 |
|
|
5.1 |
|
|
— |
|
|
26.4 |
|
Intercompany payable |
10,853.5 |
|
|
8,279.9 |
|
|
3,433.7 |
|
|
(22,567.1 |
) |
|
— |
|
Other accrued expenses and liabilities |
475.4 |
|
|
230.9 |
|
|
679.0 |
|
|
(356.7 |
) |
|
1,028.6 |
|
Total current liabilities |
11,408.8 |
|
|
8,810.1 |
|
|
4,459.9 |
|
|
(22,923.8 |
) |
|
1,755.0 |
|
Long-term debt, less current maturities |
5,407.0 |
|
|
33.1 |
|
|
1,456.9 |
|
|
— |
|
|
6,897.0 |
|
Deferred income taxes |
21.3 |
|
|
572.7 |
|
|
132.3 |
|
|
(16.3 |
) |
|
710.0 |
|
Intercompany notes payable |
— |
|
|
3,682.3 |
|
|
19.0 |
|
|
(3,701.3 |
) |
|
— |
|
Other liabilities |
45.6 |
|
|
25.5 |
|
|
113.4 |
|
|
— |
|
|
184.5 |
|
Stockholders’ equity |
4,789.8 |
|
|
7,439.8 |
|
|
3,137.1 |
|
|
(10,576.9 |
) |
|
4,789.8 |
|
Total liabilities and stockholders’ equity |
$ |
21,672.5 |
|
|
$ |
20,563.5 |
|
|
$ |
9,318.6 |
|
|
$ |
(37,218.3 |
) |
|
$ |
14,336.3 |
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
317.2 |
|
|
(7.2 |
) |
|
1,480.9 |
|
Intercompany receivable |
4,598.2 |
|
|
9,291.4 |
|
|
1,075.1 |
|
|
(14,964.7 |
) |
|
— |
|
Prepaid expenses and other |
33.9 |
|
|
46.4 |
|
|
447.8 |
|
|
(341.2 |
) |
|
186.9 |
|
Total current assets |
4,970.1 |
|
|
10,368.0 |
|
|
2,446.2 |
|
|
(15,313.1 |
) |
|
2,471.2 |
|
Property, plant and equipment, net |
43.3 |
|
|
832.7 |
|
|
353.0 |
|
|
— |
|
|
1,229.0 |
|
Investments in subsidiaries |
7,307.0 |
|
|
2.8 |
|
|
— |
|
|
(7,309.8 |
) |
|
— |
|
Goodwill |
— |
|
|
2,097.9 |
|
|
624.4 |
|
|
— |
|
|
2,722.3 |
|
Intangible assets, net |
— |
|
|
686.5 |
|
|
184.9 |
|
|
— |
|
|
871.4 |
|
Intercompany notes receivable |
1,611.2 |
|
|
— |
|
|
32.6 |
|
|
(1,643.8 |
) |
|
— |
|
Other assets, net |
63.3 |
|
|
243.2 |
|
|
58.6 |
|
|
(20.9 |
) |
|
344.2 |
|
Total assets |
$ |
13,994.9 |
|
|
$ |
14,231.1 |
|
|
$ |
3,699.7 |
|
|
$ |
(24,287.6 |
) |
|
$ |
7,638.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
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 |
|
Intercompany payable |
7,257.5 |
|
|
6,318.7 |
|
|
1,388.5 |
|
|
(14,964.7 |
) |
|
— |
|
Other accrued expenses and liabilities |
518.2 |
|
|
171.1 |
|
|
76.1 |
|
|
(343.0 |
) |
|
422.4 |
|
Total current liabilities |
7,836.1 |
|
|
6,617.6 |
|
|
1,531.9 |
|
|
(15,307.7 |
) |
|
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 |
47.5 |
|
|
41.8 |
|
|
133.2 |
|
|
— |
|
|
222.5 |
|
Stockholders’ equity |
2,860.3 |
|
|
5,367.0 |
|
|
1,948.2 |
|
|
(7,315.2 |
) |
|
2,860.3 |
|
Total liabilities and stockholders’ equity |
$ |
13,994.9 |
|
|
$ |
14,231.1 |
|
|
$ |
3,699.7 |
|
|
$ |
(24,287.6 |
) |
|
$ |
7,638.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Nine Months Ended November 30, 2013 |
Sales |
$ |
1,762.9 |
|
|
$ |
2,815.8 |
|
|
$ |
1,413.2 |
|
|
$ |
(2,018.9 |
) |
|
$ |
3,973.0 |
|
Less – excise taxes |
(234.2 |
) |
|
(110.3 |
) |
|
(52.0 |
) |
|
— |
|
|
(396.5 |
) |
Net sales |
1,528.7 |
|
|
2,705.5 |
|
|
1,361.2 |
|
|
(2,018.9 |
) |
|
3,576.5 |
|
Cost of product sold |
(1,303.8 |
) |
|
(1,871.8 |
) |
|
(931.3 |
) |
|
1,973.2 |
|
|
(2,133.7 |
) |
Gross profit |
224.9 |
|
|
833.7 |
|
|
429.9 |
|
|
(45.7 |
) |
|
1,442.8 |
|
Selling, general and administrative expenses |
(315.0 |
) |
|
(260.8 |
) |
|
(112.6 |
) |
|
12.8 |
|
|
(675.6 |
) |
Impairment of goodwill and intangible assets |
— |
|
|
— |
|
|
(300.9 |
) |
|
— |
|
|
(300.9 |
) |
Gain on remeasurement to fair value of equity method investment |
— |
|
|
1,642.0 |
|
|
— |
|
|
— |
|
|
1,642.0 |
|
Operating (loss) income |
(90.1 |
) |
|
2,214.9 |
|
|
16.4 |
|
|
(32.9 |
) |
|
2,108.3 |
|
Equity in earnings of equity method investees and subsidiaries |
2,008.4 |
|
|
92.8 |
|
|
0.4 |
|
|
(2,013.3 |
) |
|
88.3 |
|
Interest income |
0.1 |
|
|
— |
|
|
5.8 |
|
|
— |
|
|
5.9 |
|
Intercompany interest income |
117.3 |
|
|
122.8 |
|
|
1.1 |
|
|
(241.2 |
) |
|
— |
|
Interest expense |
(206.5 |
) |
|
(3.5 |
) |
|
(30.6 |
) |
|
— |
|
|
(240.6 |
) |
Intercompany interest expense |
(130.3 |
) |
|
(110.4 |
) |
|
(0.5 |
) |
|
241.2 |
|
|
— |
|
Income (loss) before income taxes |
1,698.9 |
|
|
2,316.6 |
|
|
(7.4 |
) |
|
(2,046.2 |
) |
|
1,961.9 |
|
Benefit from (provision for) income taxes |
87.0 |
|
|
(246.3 |
) |
|
(26.2 |
) |
|
9.5 |
|
|
(176.0 |
) |
Net income (loss) |
$ |
1,785.9 |
|
|
$ |
2,070.3 |
|
|
$ |
(33.6 |
) |
|
$ |
(2,036.7 |
) |
|
$ |
1,785.9 |
|
Comprehensive income (loss) |
$ |
1,747.8 |
|
|
$ |
2,098.9 |
|
|
$ |
(77.4 |
) |
|
$ |
(2,021.5 |
) |
|
$ |
1,747.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Nine Months Ended November 30, 2012 |
Sales |
$ |
1,536.7 |
|
|
$ |
1,283.5 |
|
|
$ |
623.7 |
|
|
$ |
(1,060.5 |
) |
|
$ |
2,383.4 |
|
Less – excise taxes |
(158.8 |
) |
|
(74.8 |
) |
|
(49.6 |
) |
|
— |
|
|
(283.2 |
) |
Net sales |
1,377.9 |
|
|
1,208.7 |
|
|
574.1 |
|
|
(1,060.5 |
) |
|
2,100.2 |
|
Cost of product sold |
(1,105.0 |
) |
|
(857.5 |
) |
|
(344.1 |
) |
|
1,052.9 |
|
|
(1,253.7 |
) |
Gross profit |
272.9 |
|
|
351.2 |
|
|
230.0 |
|
|
(7.6 |
) |
|
846.5 |
|
Selling, general and administrative expenses |
(249.2 |
) |
|
(81.0 |
) |
|
(130.7 |
) |
|
9.9 |
|
|
(451.0 |
) |
Operating income |
23.7 |
|
|
270.2 |
|
|
99.3 |
|
|
2.3 |
|
|
395.5 |
|
Equity in earnings of equity method investees and subsidiaries |
427.0 |
|
|
183.5 |
|
|
0.4 |
|
|
(427.3 |
) |
|
183.6 |
|
Interest income |
0.4 |
|
|
— |
|
|
4.3 |
|
|
— |
|
|
4.7 |
|
Intercompany interest income |
59.2 |
|
|
144.1 |
|
|
1.2 |
|
|
(204.5 |
) |
|
— |
|
Interest expense |
(169.0 |
) |
|
(0.6 |
) |
|
(1.8 |
) |
|
— |
|
|
(171.4 |
) |
Intercompany interest expense |
(144.1 |
) |
|
(60.3 |
) |
|
(0.1 |
) |
|
204.5 |
|
|
— |
|
Loss on write-off of financing costs |
(2.8 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2.8 |
) |
Income before income taxes |
194.4 |
|
|
536.9 |
|
|
103.3 |
|
|
(425.0 |
) |
|
409.6 |
|
Benefit from (provision for) income taxes |
111.7 |
|
|
(227.1 |
) |
|
12.4 |
|
|
(0.5 |
) |
|
(103.5 |
) |
Net income |
$ |
306.1 |
|
|
$ |
309.8 |
|
|
$ |
115.7 |
|
|
$ |
(425.5 |
) |
|
$ |
306.1 |
|
Comprehensive income |
$ |
297.7 |
|
|
$ |
308.7 |
|
|
$ |
108.6 |
|
|
$ |
(417.3 |
) |
|
$ |
297.7 |
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended November 30, 2013 |
Sales |
$ |
641.1 |
|
|
$ |
1,182.4 |
|
|
$ |
591.6 |
|
|
$ |
(821.6 |
) |
|
$ |
1,593.5 |
|
Less – excise taxes |
(80.9 |
) |
|
(51.2 |
) |
|
(18.1 |
) |
|
— |
|
|
(150.2 |
) |
Net sales |
560.2 |
|
|
1,131.2 |
|
|
573.5 |
|
|
(821.6 |
) |
|
1,443.3 |
|
Cost of product sold |
(478.8 |
) |
|
(779.1 |
) |
|
(391.4 |
) |
|
815.7 |
|
|
(833.6 |
) |
Gross profit |
81.4 |
|
|
352.1 |
|
|
182.1 |
|
|
(5.9 |
) |
|
609.7 |
|
Selling, general and administrative expenses |
(95.6 |
) |
|
(116.3 |
) |
|
(38.5 |
) |
|
4.5 |
|
|
(245.9 |
) |
Operating (loss) income |
(14.2 |
) |
|
235.8 |
|
|
143.6 |
|
|
(1.4 |
) |
|
363.8 |
|
Equity in earnings of equity method investees and subsidiaries |
285.6 |
|
|
18.7 |
|
|
0.2 |
|
|
(286.5 |
) |
|
18.0 |
|
Interest income |
— |
|
|
— |
|
|
2.0 |
|
|
— |
|
|
2.0 |
|
Intercompany interest income |
46.6 |
|
|
44.9 |
|
|
0.3 |
|
|
(91.8 |
) |
|
— |
|
Interest expense |
(75.7 |
) |
|
(0.5 |
) |
|
(15.4 |
) |
|
— |
|
|
(91.6 |
) |
Intercompany interest expense |
(47.6 |
) |
|
(44.0 |
) |
|
(0.2 |
) |
|
91.8 |
|
|
— |
|
Income before income taxes |
194.7 |
|
|
254.9 |
|
|
130.5 |
|
|
(287.9 |
) |
|
292.2 |
|
Benefit from (provision for) income taxes |
16.3 |
|
|
(93.3 |
) |
|
(4.5 |
) |
|
0.3 |
|
|
(81.2 |
) |
Net income |
$ |
211.0 |
|
|
$ |
161.6 |
|
|
$ |
126.0 |
|
|
$ |
(287.6 |
) |
|
$ |
211.0 |
|
Comprehensive income |
$ |
240.4 |
|
|
$ |
183.1 |
|
|
$ |
157.0 |
|
|
$ |
(340.1 |
) |
|
$ |
240.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended November 30, 2012 |
Sales |
$ |
570.1 |
|
|
$ |
483.1 |
|
|
$ |
223.5 |
|
|
$ |
(416.3 |
) |
|
$ |
860.4 |
|
Less – excise taxes |
(55.4 |
) |
|
(20.2 |
) |
|
(17.9 |
) |
|
— |
|
|
(93.5 |
) |
Net sales |
514.7 |
|
|
462.9 |
|
|
205.6 |
|
|
(416.3 |
) |
|
766.9 |
|
Cost of product sold |
(424.3 |
) |
|
(320.0 |
) |
|
(124.8 |
) |
|
413.0 |
|
|
(456.1 |
) |
Gross profit |
90.4 |
|
|
142.9 |
|
|
80.8 |
|
|
(3.3 |
) |
|
310.8 |
|
Selling, general and administrative expenses |
(82.6 |
) |
|
(28.7 |
) |
|
(44.8 |
) |
|
4.1 |
|
|
(152.0 |
) |
Operating income |
7.8 |
|
|
114.2 |
|
|
36.0 |
|
|
0.8 |
|
|
158.8 |
|
Equity in earnings of equity method investees and subsidiaries |
141.4 |
|
|
53.9 |
|
|
0.2 |
|
|
(143.0 |
) |
|
52.5 |
|
Interest income |
0.3 |
|
|
— |
|
|
1.5 |
|
|
— |
|
|
1.8 |
|
Intercompany interest income |
19.7 |
|
|
48.7 |
|
|
0.4 |
|
|
(68.8 |
) |
|
— |
|
Interest expense |
(62.9 |
) |
|
— |
|
|
(0.3 |
) |
|
— |
|
|
(63.2 |
) |
Intercompany interest expense |
(48.7 |
) |
|
(20.1 |
) |
|
— |
|
|
68.8 |
|
|
— |
|
Income before income taxes |
57.6 |
|
|
196.7 |
|
|
37.8 |
|
|
(142.2 |
) |
|
149.9 |
|
Benefit from (provision for) income taxes |
51.9 |
|
|
(96.1 |
) |
|
4.0 |
|
|
(0.2 |
) |
|
(40.4 |
) |
Net income |
$ |
109.5 |
|
|
$ |
100.6 |
|
|
$ |
41.8 |
|
|
$ |
(142.4 |
) |
|
$ |
109.5 |
|
Comprehensive income |
$ |
117.1 |
|
|
$ |
101.0 |
|
|
$ |
47.3 |
|
|
$ |
(148.3 |
) |
|
$ |
117.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Nine Months Ended November 30, 2013 |
Net cash (used in) provided by operating activities |
$ |
(266.2 |
) |
|
$ |
910.0 |
|
|
$ |
4.1 |
|
|
$ |
(18.8 |
) |
|
$ |
629.1 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchase of business, net of cash acquired |
— |
|
|
(1,770.1 |
) |
|
(2,910.9 |
) |
|
— |
|
|
(4,681.0 |
) |
Purchases of property, plant and equipment |
(5.7 |
) |
|
(45.9 |
) |
|
(34.3 |
) |
|
— |
|
|
(85.9 |
) |
Proceeds from sales of assets |
— |
|
|
0.2 |
|
|
7.6 |
|
|
— |
|
|
7.8 |
|
Net proceeds from intercompany notes |
859.2 |
|
|
— |
|
|
— |
|
|
(859.2 |
) |
|
— |
|
Net investments in equity affiliates |
(1,095.0 |
) |
|
(5.0 |
) |
|
— |
|
|
1,100.0 |
|
|
— |
|
Other investing activities |
— |
|
|
2.2 |
|
|
(0.6 |
) |
|
— |
|
|
1.6 |
|
Net cash used in investing activities |
(241.5 |
) |
|
(1,818.6 |
) |
|
(2,938.2 |
) |
|
240.8 |
|
|
(4,757.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Payments of dividends |
— |
|
|
— |
|
|
(18.8 |
) |
|
18.8 |
|
|
— |
|
Net (returns of capital to) contributions from equity affiliates |
— |
|
|
(188.4 |
) |
|
1,288.4 |
|
|
(1,100.0 |
) |
|
— |
|
Net (repayments of) proceeds from intercompany notes |
(1,941.5 |
) |
|
1,129.9 |
|
|
(47.6 |
) |
|
859.2 |
|
|
— |
|
Proceeds from issuance of long-term debt |
2,225.0 |
|
|
— |
|
|
1,500.0 |
|
|
— |
|
|
3,725.0 |
|
Net proceeds from notes payable |
— |
|
|
— |
|
|
170.6 |
|
|
— |
|
|
170.6 |
|
Proceeds from exercises of employee stock options |
93.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
93.1 |
|
Excess tax benefits from stock-based payment awards |
64.7 |
|
|
— |
|
|
— |
|
|
— |
|
|
64.7 |
|
Proceeds from employee stock purchases |
2.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
2.5 |
|
Principal payments of long-term debt |
(49.3 |
) |
|
(15.0 |
) |
|
(26.3 |
) |
|
— |
|
|
(90.6 |
) |
Payments of financing costs of long-term debt |
(69.6 |
) |
|
— |
|
|
(12.6 |
) |
|
— |
|
|
(82.2 |
) |
Payments of minimum tax withholdings on stock-based payment awards |
— |
|
|
(16.4 |
) |
|
(1.6 |
) |
|
— |
|
|
(18.0 |
) |
Net cash provided by financing activities |
324.9 |
|
|
910.1 |
|
|
2,852.1 |
|
|
(222.0 |
) |
|
3,865.1 |
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash investments |
— |
|
|
— |
|
|
(3.0 |
) |
|
— |
|
|
(3.0 |
) |
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash investments |
(182.8 |
) |
|
1.5 |
|
|
(85.0 |
) |
|
— |
|
|
(266.3 |
) |
Cash and cash investments, beginning of period |
185.8 |
|
|
0.7 |
|
|
145.0 |
|
|
— |
|
|
331.5 |
|
Cash and cash investments, end of period |
$ |
3.0 |
|
|
$ |
2.2 |
|
|
$ |
60.0 |
|
|
$ |
— |
|
|
$ |
65.2 |
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for the Nine Months Ended November 30, 2012 |
Net cash (used in) provided by operating activities |
$ |
(217.5 |
) |
|
$ |
506.4 |
|
|
$ |
100.1 |
|
|
$ |
— |
|
|
$ |
389.0 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchase of business, net of cash acquired |
— |
|
|
(159.3 |
) |
|
— |
|
|
— |
|
|
(159.3 |
) |
Purchases of property, plant and equipment |
(7.9 |
) |
|
(33.4 |
) |
|
(10.9 |
) |
|
— |
|
|
(52.2 |
) |
Proceeds from sales of assets |
— |
|
|
4.9 |
|
|
3.1 |
|
|
— |
|
|
8.0 |
|
Proceeds from notes receivable |
1.2 |
|
|
3.4 |
|
|
— |
|
|
— |
|
|
4.6 |
|
Net proceeds from intercompany notes |
307.2 |
|
|
— |
|
|
— |
|
|
(307.2 |
) |
|
— |
|
Net returns of capital from equity affiliates |
14.0 |
|
|
— |
|
|
— |
|
|
(14.0 |
) |
|
— |
|
Other investing activities |
(0.5 |
) |
|
0.2 |
|
|
(1.0 |
) |
|
— |
|
|
(1.3 |
) |
Net cash provided by (used in) investing activities |
314.0 |
|
|
(184.2 |
) |
|
(8.8 |
) |
|
(321.2 |
) |
|
(200.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Nonguarantors
|
|
Eliminations |
|
Consolidated |
(in millions) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Net contributions from (returns of capital to) equity affiliates |
0.1 |
|
|
(7.9 |
) |
|
(6.2 |
) |
|
14.0 |
|
|
— |
|
Net proceeds from (repayments of) intercompany notes |
0.5 |
|
|
(307.5 |
) |
|
(0.2 |
) |
|
307.2 |
|
|
— |
|
Proceeds from issuance of long-term debt |
2,050.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,050.0 |
|
Net repayments of notes payable |
(298.0 |
) |
|
— |
|
|
(58.0 |
) |
|
— |
|
|
(356.0 |
) |
Proceeds from exercises of employee stock options |
135.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
135.0 |
|
Excess tax benefits from stock-based payment awards |
17.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
17.2 |
|
Proceeds from employee stock purchases |
2.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
2.1 |
|
Principal payments of long-term debt |
(846.4 |
) |
|
(5.2 |
) |
|
— |
|
|
— |
|
|
(851.6 |
) |
Payments of financing costs of long-term debt |
(35.2 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(35.2 |
) |
Payments of minimum tax withholdings on stock-based payment awards |
— |
|
|
— |
|
|
(0.5 |
) |
|
— |
|
|
(0.5 |
) |
Payment of restricted cash upon issuance of long-term debt |
(650.0 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(650.0 |
) |
Purchases of treasury stock |
(383.0 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(383.0 |
) |
Net cash used in financing activities |
(7.7 |
) |
|
(320.6 |
) |
|
(64.9 |
) |
|
321.2 |
|
|
(72.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
and cash investments
|
— |
|
|
— |
|
|
(2.1 |
) |
|
— |
|
|
(2.1 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash investments |
88.8 |
|
|
1.6 |
|
|
24.3 |
|
|
— |
|
|
114.7 |
|
|
Cash and cash investments, beginning
of period
|
0.5 |
|
|
0.6 |
|
|
84.7 |
|
|
— |
|
|
85.8 |
|
|
Cash and cash investments, end of
period
|
$ |
89.3 |
|
|
$ |
2.2 |
|
|
$ |
109.0 |
|
|
$ |
— |
|
|
$ |
200.5 |
|
|