16. Condensed Consolidating Financial Data

The Company’s Senior Notes and Senior Subordinated Notes (see Note 6) are fully guaranteed, jointly and severally, by certain of the Company’s domestic subsidiaries (“Guarantor Subsidiaries”). The guarantees of the Guarantor Subsidiaries are subject to release only in certain limited circumstances. The Company’s non-United States subsidiaries and those domestic subsidiaries who are not guarantors (“Non-Guarantor Subsidiaries”) are not guaranteeing these notes. Presented below is the condensed consolidating financial data of the Company (“Parent”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis, using the equity method of accounting for subsidiaries as of June 30, 2013 and December 31, 2012 and for the three and six months ended June 30, 2013 and 2012. During 2013, certain subsidiaries that were Non-Guarantor Subsidiaries in 2012 became Guarantor Subsidiaries. For comparative purposes, the condensed consolidating financial data as of December 31, 2012 and for the three and six months ended June 30, 2012 has been retrospectively adjusted to reflect the aforementioned activity.

Condensed Consolidating Results of Operations


	Three months ended June 30, 2013
(in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,187.9		$	760.2		$	(189.3	)	$	1,758.8
Cost of sales		—			897.6			537.0			(189.3	)		1,245.3

Gross profit		—			290.3			223.2			—			513.5
Selling, general and administrative expenses		20.7			150.8			161.4			—			332.9
Reorganization costs, net		—			0.7			0.7			—			1.4

Operating earnings		(20.7	)		138.8			61.1			—			179.2
Interest expense, net		42.9			0.2			3.1			—			46.2
Loss on early extinguishment of debt		8.8			—			—			—			8.8

Income (loss) before taxes and equity earnings of subsidiaries		(72.4	)		138.6			58.0			—			124.2
Income tax provision (benefit)		(27.2	)		55.0			20.0			—			47.8
Equity earnings of subsidiaries		121.6			28.1			—			(149.7	)		—

Net income (loss)		76.4			111.7			38.0			(149.7	)		76.4
Other comprehensive income (loss), net of tax		(22.8	)		(23.1	)		(27.1	)		50.2			(22.8	)

Comprehensive income (loss)	$	53.6		$	88.6		$	10.9		$	(99.5	)	$	53.6


	Three months ended June 30, 2012
(in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,166.2		$	695.3		$	(185.9	)	$	1,675.6
Cost of sales		—			874.4			490.7			(185.9	)		1,179.2

Gross profit		—			291.8			204.6			—			496.4
Selling, general and administrative expenses		18.8			173.1			128.2			—			320.1

Operating earnings		(18.8	)		118.7			76.4			—			176.3
Interest expense, net		44.4			0.2			0.4			—			45.0

Income (loss) before taxes and equity earnings of subsidiaries		(63.2	)		118.5			76.0			—			131.3
Income tax provision		34.5			0.4			13.2			—			48.1
Equity earnings of subsidiaries		180.9			56.8			—			(237.7	)		—

Net income (loss)		83.2			174.9			62.8			(237.7	)		83.2
Other comprehensive income (loss), net of tax		(42.6	)		(40.5	)		(51.7	)		92.2			(42.6	)

Comprehensive income (loss)	$	40.6		$	134.4		$	11.1		$	(145.5	)	$	40.6


	Six months ended June 30, 2013
(in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	2,223.4		$	1,456.5		$	(340.4	)	$	3,339.5
Cost of sales		—			1,682.9			1,040.0			(340.4	)		2,382.5

Gross profit		—			540.5			416.5			—			957.0
Selling, general and administrative expenses		78.4			314.3			326.8			—			719.5
Reorganization costs, net		—			0.7			0.7			—			1.4

Operating earnings		(78.4	)		225.5			89.0			—			236.1
Interest expense, net		89.6			0.5			5.7			—			95.8
Loss on early extinguishment of debt		25.9			—			—			—			25.9

Income (loss) before taxes and equity earnings of subsidiaries		(193.9	)		225.0			83.3			—			114.4
Income tax provision (benefit)		(72.6	)		76.3			38.7			—			42.4
Equity earnings of subsidiaries		193.3			31.9			—			(225.2	)		—

Net income (loss)		72.0			180.6			44.6			(225.2	)		72.0
Other comprehensive income (loss), net of tax		(35.9	)		(36.6	)		(45.4	)		82.0			(35.9	)

Comprehensive income (loss)	$	36.1		$	144.0		$	(0.8	)	$	(143.2	)	$	36.1


	Six months ended June 30, 2012
(in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	2,143.3		$	1,365.0		$	(337.3	)	$	3,171.0
Cost of sales		—			1,617.0			975.3			(337.3	)		2,255.0

Gross profit		—			526.3			389.7			—			916.0
Selling, general and administrative expenses		60.7			326.1			251.3			—			638.1

Operating earnings		(60.7	)		200.2			138.4			—			277.9
Interest expense, net		88.1			0.6			1.0			—			89.7

Income (loss) before taxes and equity earnings of subsidiaries		(148.8	)		199.6			137.4			—			188.2
Income tax provision		44.2			0.7			25.0			—			69.9
Equity earnings of subsidiaries		311.3			101.9			—			(413.2	)		—

Net income (loss)		118.3			300.8			112.4			(413.2	)		118.3
Other comprehensive income (loss), net of tax		(16.2	)		(12.7	)		(23.3	)		36.0			(16.2	)

Comprehensive income (loss)	$	102.1		$	288.1		$	89.1		$	(377.2	)	$	102.1

Condensed Consolidating Balance Sheets


	As of June 30, 2013
(in millions)	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	400.0	$	3.3	$	385.0	$	—		$	788.3
Accounts receivable		—		6.9		1,173.4		—			1.180.3
Inventories		—		887.1		636.3		—			1,523.4
Other current assets		37.3		154.9		164.3		—			356.5

Total current assets		437.3		1,052.2		2,359.0		—			3,848.5

Property, plant and equipment, net		35.8		283.7		357.7		—			677.2
Goodwill		—		1,566.8		253.3		—			1,820.1
Intangibles, net		—		1,047.8		192.4		—			1,240.2
Intercompany receivables		1,386.1		2,156.5		1,686.2		(5,228.8	)		—
Investment in subsidiaries		6,048.5		1,878.6		—		(7,927.1	)		—
Other non-current assets		78.4		6.1		66.6		—			151.1

Total assets	$	7,986.1	$	7,991.7	$	4,915.2	$	(13,155.9	)	$	7,737.1

Liabilities and stockholders’ equity
Short-term debt and current portion of long-term debt	$	119.6	$	0.5	$	405.3	$	—		$	525.4
Accounts payable		2.4		408.6		266.8		—			677.8
Other current liabilities		100.0		206.9		261.2		—			568.1

Total current liabilities		222.0		616.0		933.3		—			1,771.3

Long-term debt		3,382.3		4.0		15.6		—			3,401.9
Intercompany payables		2,690.2		476.8		2,061.8		(5,228.8	)		—
Other non-current liabilities		79.1		700.0		172.3		—			951.4
Total stockholders’ equity		1,612.5		6,194.9		1,732.2		(7,927.1	)		1,612.5

Total liabilities and stockholders’ equity	$	7,986.1	$	7,991.7	$	4,915.2	$	(13,155.9	)	$	7,737.1


	As of December 31, 2012
(in millions)	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	560.2	$	5.0	$	468.9	$	—		$	1,034.1
Accounts receivable		—		17.8		1,119.9		—			1,137.7
Inventories		—		760.3		550.0		—			1,310.3
Other current assets		16.5		143.4		168.4		—			328.3

Total current assets		576.7		926.5		2,307.2		—			3,810.4

Property, plant and equipment, net		34.1		296.8		347.7		—			678.6
Goodwill		—		1,564.7		259.3		—			1,824.0
Intangibles, net		—		1,055.5		201.2		—			1,256.7
Intercompany receivables		2,961.3		3,939.6		3,629.4		(10,530.3	)		—
Investment in subsidiaries		5,895.6		1,844.2		—		(7,739.8	)		—
Other non-current assets		73.4		4.7		62.8		—			140.9

Total assets	$	9,541.1	$	9,632.0	$	6,807.6	$	(18,270.1	)	$	7,710.6

Liabilities and stockholders’ equity
Short-term debt and current portion of long-term debt	$	100.1	$	0.5	$	404.1	$	—		$	504.7
Accounts payable		5.3		354.6		255.5		—			615.4
Other current liabilities		83.7		259.0		265.9		—			608.6

Total current liabilities		189.1		614.1		925.5		—			1,728.7

Long-term debt		3,275.7		4.2		13.5		—			3,293.4
Intercompany payables		4,251.9		2,336.5		3,941.9		(10,530.3	)		—
Other non-current liabilities		64.8		697.8		166.3		—			928.9
Total stockholders’ equity		1,759.6		5,979.4		1,760.4		(7,739.8	)		1,759.6

Total liabilities and stockholders’ equity	$	9,541.1	$	9,632.0	$	6,807.6	$	(18,270.1	)	$	7,710.6

Condensed Consolidating Statements of Cash Flows


	Six months ended June 30, 2013
(in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities, net	$	(73.1	)	$	66.2		$	(33.8	)	$	(0.7	)	$	(41.4	)
Financing activities:
Net change in short-term debt		—			—			0.5			—			0.5
(Payments on) proceeds from intercompany transactions		19.6			(20.6	)		13.2			(12.2	)		—
Proceeds from issuance of long-term debt		515.2			—			5.7			—			520.9
Payments on long-term debt		(347.1	)		(0.2	)		(0.6	)		—			(347.9	)
Issuance (repurchase) of common stock, net		(263.4	)		—			—			—			(263.4	)
Excess tax benefits from stock-based compensation		3.4			—			—			—			3.4
Other		(11.6	)		(4.4	)		—			—			(16.0	)

Net cash provided by (used in) financing activities		(83.9	)		(25.2	)		18.8			(12.2	)		(102.5	)

Investing activities:
Additions to property, plant and equipment		(3.6	)		(30.9	)		(39.0	)		—			(73.5	)
Intercompany investing activities, net		—			(12.9	)		—			12.9			—
Other		0.4			1.1			(1.7	)		—			(0.2	)

Net cash used in investing activities		(3.2	)		(42.7	)		(40.7	)		12.9			(73.7	)

Effect of exchange rate changes on cash		—			—			(28.2	)		—			(28.2	)

Net decrease in cash and cash equivalents		(160.2	)		(1.7	)		(83.9	)		—			(245.8	)
Cash and cash equivalents at beginning of year		560.2			5.0			468.9			—			1,034.1

Cash and cash equivalents at end of year	$	400.0		$	3.3		$	385.0		$	—		$	788.3


	Six months ended June 30, 2012
(in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities, net	$	(162.0	)	$	272.1		$	(97.3	)	$	(9.6	)	$	3.2
Financing activities:
Net change in short-term debt		—			—			78.9			—			78.9
(Payments on) proceeds from intercompany transactions		226.4			(271.8	)		35.8			9.6			—
Proceeds from issuance of long-term debt		300.0			0.5			—			—			300.5
Payments on long-term debt		(128.8	)		(0.2	)		(3.6	)		—			(132.6	)
Issuance (repurchase) of common stock, net		(433.0	)		—			—			—			(433.0	)
Excess tax benefits from stock-based compensation		22.4			—			—			—			22.4
Other		(10.9	)		—			—			—			(10.9	)

Net cash provided by (used in) financing activities		(23.9	)		(271.5	)		111.1			9.6			(174.7	)

Investing activities:
Additions to property, plant and equipment		(4.4	)		(27.4	)		(18.3	)		—			(50.1	)
Other		2.3			1.3			2.7			—			6.3

Net cash used in investing activities		(2.1	)		(26.1	)		(15.6	)		—			(43.8	)

Effect of exchange rate changes on cash		—			—			(2.8	)		—			(2.8	)

Net decrease in cash and cash equivalents		(188.0	)		(25.5	)		(4.6	)		—			(218.1	)
Cash and cash equivalents at beginning of year		335.4			28.4			444.5			—			808.3

Cash and cash equivalents at end of year	$	147.4		$	2.9		$	439.9		$	—		$	590.2

The amounts reflected as proceeds (payments) from (to) intercompany transactions represent cash flows originating from transactions conducted between Guarantor Subsidiaries, Non-Guarantor Subsidiaries and Parent in the normal course of business operations.

The condensed consolidating statement of cash flows in the condensed consolidating financial data for the six months ended June 30, 2012, was revised to correct the classification of intercompany financing activities. The effect of the revisions, which the Company determined were not material to the related financial statements, on the previously reported amounts are as follows:


	Six months ended June 30, 2012
	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
	Increase/(Decrease)
*Condensed Consolidating Statements of Cash Flows*
Net cash provided by (used in) operating activities, net	$	—	$	9.6		$	—	$	(9.6	)	$	—
Net cash provided by (used in) financing activities		—		(9.6	)		—		9.6			—