Debt

Our outstanding debt as of September 30, 2014 and December 31, 2013 consisted of the following:



	September 30, 2014					December 31, 2013
	Amount Outstanding			Interest Rate		Amount Outstanding			Interest Rate
	(In thousands, except percentages)
Dean Foods Company debt obligations:
Senior secured credit facility	$	47,960		2.16	%*	$	50,250		1.67	%*
Senior notes due 2016	475,757			7.00		475,579			7.00
Senior notes due 2018	23,812			9.75		23,812			9.75
	547,529					549,641
Subsidiary debt obligations:
Senior notes due 2017	134,369			6.90		132,808			6.90
Receivables-backed facility	295,000			1.28		213,000			1.19
Capital lease and other	1,316			—		1,813			—
	430,685					347,621
	978,214					897,262
Less current portion	(698		)			(698		)
Total long-term portion	$	977,516				$	896,564


*	Represents a weighted average rate, including applicable interest rate margins, for the credit facility.

The scheduled maturities of long-term debt at September 30, 2014 were as follows (in thousands):



2014	$	164
2015	658
2016	476,682
2017	437,000
2018	71,772
Thereafter	—
Subtotal	986,276
Less discounts	(8,062		)
Total outstanding debt	$	978,214

Senior Secured Credit Facility — In July 2013, we executed a credit agreement pursuant to which the lenders provided us with a five-year senior secured revolving credit facility in the amount of up to $750 million. The credit agreement was amended in June 2014 and further amended in August 2014. Under the agreement, as amended, we have the right to request an increase of the aggregate commitment under the credit facility by, and to request incremental term loans or increased revolver commitments of, up to $500 million without the consent of any lenders not participating in such increase, subject to specified conditions. The senior secured credit facility is available for the issuance of up to $200 million of letters of credit and up to $150 million of swing line loans. The facility will terminate in July 2018.

In connection with the amendment entered into in August 2014, the Company paid certain consent and arrangement fees of approximately $1.0 million to lenders and other fees, which were capitalized and will be amortized to interest expense over the remaining term of the facility.

Loans outstanding under the senior secured credit facility bear interest, at our election, at either the Adjusted LIBO Rate (as defined in the credit agreement) plus a margin of between 1.25% and 2.75% (2.50% as of September 30, 2014 ) based on the leverage ratio (as defined in the credit agreement), or the Alternate Base Rate (as defined in the credit agreement) plus a margin of between 0.25% and 1.75% (1.50% as of September 30, 2014 ) based on the leverage ratio. We are permitted to make optional prepayments of the loans, in whole or in part, without premium or penalty (other than applicable LIBOR breakage costs). Subject to certain exceptions and conditions described in the credit agreement, we are obligated to prepay the credit facility, but without a corresponding commitment reduction, with the net cash proceeds of certain asset sales and with casualty insurance proceeds.

The senior secured credit facility is guaranteed by our existing and future domestic material restricted subsidiaries (as defined in the credit agreement), which are substantially all of our wholly-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The facility is secured by a first priority perfected security interest in substantially all of our and our guarantors' personal property, whether consisting of tangible or intangible property, including a pledge of, and a perfected security interest in, (i) all of the shares of capital stock of the guarantors and (ii) 65% of the shares of our or any guarantor’s first-tier foreign subsidiaries which are material restricted subsidiaries, in each case subject to certain exceptions as set forth in the credit agreement. The collateral does not include any real property, the capital stock and any assets of any unrestricted subsidiary, or any capital stock of any direct or indirect subsidiary of our wholly-owned subsidiary Dean Holding Company ("Legacy Dean") which owns any real property.

The credit agreement governing the senior secured credit facility contains customary representations, warranties and covenants, including but not limited to specified restrictions on indebtedness, liens, guarantee obligations, mergers, acquisitions, consolidations, liquidations and dissolutions, sales of assets, leases, payment of dividends and other restricted payments, investments, loans and advances, transactions with affiliates and sale and leaseback transactions, as well as the financial covenants described below. The credit agreement also contains customary events of default and related cure provisions.

At September 30, 2014, there were outstanding borrowings of $48.0 million under the senior secured revolving credit facility. Our average daily balance under the senior secured revolving credit facility during the nine months ended September 30, 2014 was $57.3 million. There were no letters of credit issued under the senior secured revolving credit facility as of September 30, 2014.

Dean Foods Receivables-Backed Facility — We have a $550 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to two wholly-owned entities intended to be bankruptcy-remote. The entities then transfer the receivables to third-party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these two entities are fully reflected in our unaudited Condensed Consolidated Balance Sheets, and the securitization is treated as a borrowing for accounting purposes. In June 2014, the receivables-backed facility was modified to, among other things, increase the amount available for the issuance of letters of credit from $300 million to $350 million and to extend the liquidity termination date from March 2015 to June 2017. The receivables-backed facility was further amended in August 2014 to be consistent with the amended financial covenants under the credit agreement governing the senior secured credit facility.

In connection with the amendment entered into in August 2014, the Company paid certain fees of approximately $0.6 million to consenting lenders and other fees which were capitalized and will be amortized to interest expense over the remaining term of the facility.

Based on the monthly borrowing base formula, we had the ability to borrow up to $550 million of the total commitment amount under the receivables-backed facility as of September 30, 2014. The total amount of receivables sold to these entities as of September 30, 2014 was $718.5 million. During the first nine months of 2014 we borrowed $1.84 billion and repaid $1.75 billion under the facility with a drawn balance of $295 million as of September 30, 2014. Excluding letters of credit in the aggregate amount of $212.3 million, the remaining available borrowing capacity was $42.7 million at September 30, 2014. Our average daily balance under this facility during the nine months ended September 30, 2014 was $244.5 million. The receivables-backed facility bears interest at a variable rate based upon commercial paper and one-month LIBO rates plus an applicable margin.

Under the senior secured credit facility and the receivables-backed facility, as amended, we are required to comply with (a) a maximum consolidated net leverage ratio of 5.25x for each fiscal quarter ending on or prior to December 31, 2014; 5.00x for each fiscal quarter ending on or prior to March 31, 2015; 4.50x for each fiscal quarter ending on or prior to June 30, 2015; and 4.00x for each fiscal quarter ending thereafter; (b) a senior secured net leverage ratio not to exceed 2.50x; and (c) a minimum consolidated interest coverage ratio of 3.00 to 1.00, in each case, as defined under and calculated in accordance with the terms of the agreements governing our senior secured credit facility and our receivables-backed facility.

We are currently in compliance with all covenants under our credit agreements.

Short Term Credit Facility and Debt-for-Equity Exchange Agreement — On July 11, 2013, in connection with the anticipated monetization of our remaining shares of WhiteWave’s Class A common stock, we entered into a loan agreement with certain lenders, pursuant to which we were provided with two term loans in an aggregate principal amount of $626.75 million, consisting of a $545 million term loan required to be repaid no later than August 12, 2013, and an $81.75 million term loan required to be repaid no later than September 9, 2013. We used the proceeds from the credit facility for general corporate purposes. Loans outstanding under the short-term credit facility bore interest at the Adjusted LIBO Rate (as defined in the loan agreement) plus a margin of 2.50%. We were permitted to make optional prepayments of the loans, in whole or in part, without premium or penalty (other than any applicable LIBOR breakage costs).

The credit facility was unsecured and was guaranteed by our existing and future domestic material restricted subsidiaries (as defined in the loan agreement), which are substantially all of our wholly-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The loan agreement contained certain representations, warranties and covenants, including, but not limited to specified restrictions on acquisitions and payment of dividends, as well as maintenance of certain liquidity levels. The loan agreement also contained customary events of default and related cure provisions. We were required to comply with a maximum consolidated net leverage ratio initially set at 4.00 to 1.00 and a minimum consolidated interest coverage ratio set at 3.00 to 1.00.

On July 25, 2013, we announced the closing of a secondary public offering of 34.4 million shares of Class A common stock of WhiteWave owned by us at a public offering price of $17.75 per share. Immediately prior to the closing of the offering, we exchanged our shares of WhiteWave Class A common stock for $589.2 million of the two term loans, which loans were held by two of the underwriters in the offering. Following the closing of the debt-for-equity exchange, we repaid the non-exchanged balance of the two term loans in full and terminated the loan agreement.

Standby Letter of Credit — In February 2012, in connection with a litigation settlement agreement we entered into with the plaintiffs in the Tennessee dairy farmer actions, we issued a standby letter of credit in the amount of $80 million, representing the approximate subsequent payments due under the terms of the settlement agreement. The total amount of the letter of credit will decrease proportionately as we make each of the four installment payments. We made installment payments in June of 2014 and 2013. As of September 30, 2014, the letter of credit has been reduced to $37.7 million.

Dean Foods Company Senior Notes due 2018 — In December 2010, we issued $400 million aggregate principal amount of 9.75% senior unsecured notes in a private placement to qualified institutional buyers and in offshore transactions, and in August 2011, we exchanged $400 million of the senior notes for new notes that are registered under the Securities Act of 1933, as amended, and do not have restrictions on transfer, rights to special interest or registration rights. These notes are our senior unsecured obligations and mature in December 2018 with interest payable on June 15 and December 15 of each year. The indenture under which we issued the senior notes due 2018 does not contain financial covenants but does contain covenants that, among other things, limit our ability to incur certain indebtedness, enter into sale-leaseback transactions and engage in mergers, consolidations and sales of all or substantially all of our assets. During the fourth quarter of 2013, we retired $376.2 million principal amount of these notes pursuant to a cash tender offer. The carrying value of these notes on September 30, 2014 was $23.8 million. Subject to obtaining board approval, we intend to redeem the remaining senior notes due 2018 during the fourth quarter of 2014.

Dean Foods Company Senior Notes due 2016 — In 2006, we issued $500 million aggregate principal amount of 7.0% senior unsecured notes. The senior unsecured notes mature in June 2016 and interest is payable on June 1 and December 1 of each year. The indenture under which we issued the senior notes due 2016 does not contain financial covenants but does contain covenants that, among other things, limit our ability to incur certain indebtedness, enter into sale-leaseback transactions and engage in mergers, consolidations and sales of all or substantially all of our assets. During the fourth quarter of 2013, we retired $23.8 million principal amount of these notes pursuant to a cash tender offer. The carrying value of these notes on September 30, 2014 was $475.8 million.

Subsidiary Senior Notes due 2017 — Legacy Dean had certain senior notes outstanding at the time of its acquisition, of which one series ($142 million aggregate principal amount) remains outstanding and matures in October 2017. The carrying value of these notes on September 30, 2014 was $134.4 million at 6.90% interest. The indenture governing the Legacy Dean senior notes does not contain financial covenants but does contain certain restrictions, including a prohibition against Legacy Dean and its subsidiaries granting liens on certain of their real property interests and a prohibition against Legacy Dean granting liens on the stock of its subsidiaries. The Legacy Dean senior notes are not guaranteed by Dean Foods Company or Legacy Dean’s wholly-owned subsidiaries.

See Note 6 for information regarding the fair value of the 2016 and 2018 senior notes and the subsidiary senior notes due 2017 as of September 30, 2014.

Capital Lease Obligations and Other — Capital lease obligations as of September 30, 2014 and December 31, 2013 were comprised of a lease for land and building related to one of our production facilities. See Note 12.

Guarantor Information — The 2016 and 2018 senior notes described above are our unsecured obligations and, except as described below, are fully and unconditionally, jointly and severally guaranteed by substantially all of our 100%-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The following condensed consolidating financial statements present the financial position, results of operations and cash flows of Dean Foods Company (for purposes of this Note 5, “Parent”), the 100%-owned subsidiary guarantors of the senior notes and, separately, the combined results of the 100%-owned subsidiaries that are not a party to the guarantees. The 100%-owned non-guarantor subsidiaries reflect certain foreign and other operations, in addition to our receivables securitization subsidiaries.

Upon completion of the WhiteWave IPO, WhiteWave and its wholly-owned domestic subsidiaries were released from their obligations as guarantors for the 2016 and 2018 senior notes. Therefore, the activity and balances allocated to discontinued operations related to WhiteWave have been recast in the tables below for all periods presented to include WhiteWave and its subsidiaries in the non-guarantor column as these parties are no longer guarantors of the 2016 senior notes or 2018 senior notes.



	Unaudited Condensed Consolidating Balance Sheet as of September 30, 2014
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	13,926		$	5,627	$	10,828	$	—		$	30,381
Receivables, net	2,086			71,999		702,656		—			776,741
Income tax receivable	32,568			8,095		—		—			40,663
Inventories	—			279,691		—		—			279,691
Intercompany receivables	—			5,778,783		—		(5,778,783		)	—
Other current assets	(903		)	86,769		216		—			86,082
Total current assets	47,677			6,230,964		713,700		(5,778,783		)	1,213,558
Property, plant and equipment, net	—			1,180,958		32		—			1,180,990
Goodwill	—			86,841		—		—			86,841
Identifiable intangible and other assets, net	58,725			249,764		12		—			308,501
Investment in subsidiaries	6,636,135			52,563		—		(6,688,698		)	—
Total	$	6,742,537		$	7,801,090	$	713,744	$	(12,467,481	)	$	2,789,890
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	48,824		$	719,939	$	62	$	(762	)	$	768,063
Intercompany payables	5,412,006			—		366,015		(5,778,021		)	—
Current portion of debt	—			698		—		—			698
Current portion of litigation settlements	18,853			—		—		—			18,853
Total current liabilities	5,479,683			720,637		366,077		(5,778,783		)	787,614
Long-term debt	547,529			134,987		295,000		—			977,516
Other long-term liabilities	43,428			309,331		104		—			352,863
Long-term litigation settlements	16,698			—		—		—			16,698
Total stockholders’ equity	655,199			6,636,135		52,563		(6,688,698		)	655,199
Total	$	6,742,537		$	7,801,090	$	713,744	$	(12,467,481	)	$	2,789,890



	Unaudited Condensed Consolidating Balance Sheet as of December 31, 2013
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(12,289	)	$	17,433	$	11,618		$	—		$	16,762
Receivables, net	1,932			72,660		677,642			—			752,234
Income tax receivable	10,374			5,541		—			—			15,915
Inventories	—			262,858		—			—			262,858
Intercompany receivables	—			5,728,284		(1		)	(5,728,283		)	—
Other current assets	6,944			95,927		58			—			102,929
Total current assets	6,961			6,182,703		689,317			(5,728,283		)	1,150,698
Property, plant and equipment, net	—			1,215,888		159			—			1,216,047
Goodwill	—			86,841		—			—			86,841
Identifiable intangible and other assets, net	90,269			258,109		81			—			348,459
Investment in subsidiaries	6,633,000			72,345		—			(6,705,345		)	—
Total	$	6,730,230		$	7,815,886	$	689,557		$	(12,433,628	)	$	2,802,045
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	47,284		$	713,625	$	554		$	(175	)	$	761,288
Intercompany payables	5,304,051			—		424,057			(5,728,108		)	—
Current portion of debt	—			698		—			—			698
Current portion of litigation settlements	19,101			—		—			—			19,101
Total current liabilities	5,370,436			714,323		424,611			(5,728,283		)	781,087
Long-term debt	549,641			133,923		213,000			—			896,564
Other long-term liabilities	59,764			314,149		92			—			374,005
Long-term litigation settlements	36,074			—		—			—			36,074
Total stockholders’ equity	714,315			6,653,491		51,854			(6,705,345		)	714,315
Total	$	6,730,230		$	7,815,886	$	689,557		$	(12,433,628	)	$	2,802,045



	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	2,370,161		$	3,119		$	—		$	2,373,280
Cost of sales	—			1,953,984			2,496			—			1,956,480
Gross profit	—			416,177			623			—			416,800
Selling and distribution	—			337,048			298			—			337,346
General and administrative	790			68,385			553			—			69,728
Amortization of intangibles	—			714			—			—			714
Facility closing and reorganization costs	—			2,805			—			—			2,805
Impairment of long-lived assets	—			7,400			—			—			7,400
Interest expense	10,496			2,914			1,823			—			15,233
Other (income) expense, net	(800		)	1,507			(1,194		)	—			(487		)
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(10,486		)	(4,596		)	(857		)	—			(15,939		)
Income tax expense (benefit)	6,560			(6,785		)	(578		)	—			(803		)
Income (loss) before equity in earnings (loss) of subsidiaries	(17,046		)	2,189			(279		)	—			(15,136		)
Equity in earnings (loss) of consolidated subsidiaries	1,110			(279		)	—			(831		)	—
Income (loss) from continuing operations	(15,936		)	1,910			(279		)	(831		)	(15,136		)
Loss from discontinued operations, net of tax	—			(45		)	(791		)	—			(836		)
Gain (loss) on sale of discontinued operations, net of tax	(36		)	61			(25		)	—			—
Net income (loss)	(15,972		)	1,926			(1,095		)	(831		)	(15,972		)
Other comprehensive income (loss), net of tax	862			51			(429		)	—			484
Comprehensive income (loss)	$	(15,110	)	$	1,977		$	(1,524	)	$	(831	)	$	(15,488	)



	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	2,197,974		$	2,925		$	—		$	2,200,899
Cost of sales	—			1,757,469			2,145			—			1,759,614
Gross profit	—			440,505			780			—			441,285
Selling and distribution	—			333,096			360			—			333,456
General and administrative	1,357			70,440			477			—			72,274
Amortization of intangibles	—			910			—			—			910
Facility closing and reorganization costs	—			7,268			—			—			7,268
Impairment of long-lived assets	—			4,422			—			—			4,422
Other operating (income) loss	290			(5		)	—			—			285
Interest expense	26,246			2,906			1,086			—			30,238
Gain on disposition of WhiteWave common stock	(415,783		)	—			—			—			(415,783		)
Other (income) expense, net	(400		)	588			(314		)	—			(126		)
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	388,290			20,880			(829		)	—			408,341
Income tax expense (benefit)	(13,936		)	8,131			(1,372		)	—			(7,177		)
Income before equity in earnings (loss) of subsidiaries	402,226			12,749			543			—			415,518
Equity in earnings (loss) of consolidated subsidiaries	13,292			(362		)	—			(12,930		)	—
Income from continuing operations	415,518			12,387			543			(12,930		)	415,518
Loss on sale of discontinued operations, net of tax	(398		)	—			—			—			(398		)
Net income	415,120			12,387			543			(12,930		)	415,120
Other comprehensive income (loss), net of tax	(383,312		)	139			(42		)	—			(383,215		)
Comprehensive income	$	31,808		$	12,526		$	501		$	(12,930	)	$	31,905



	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Nine Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	7,098,125		$	10,064		$	—		$	7,108,189
Cost of sales	—			5,868,162			7,964			—			5,876,126
Gross profit	—			1,229,963			2,100			—			1,232,063
Selling and distribution	—			1,010,667			990			—			1,011,657
General and administrative	1,408			209,819			1,577			—			212,804
Amortization of intangibles	—			2,175			—			—			2,175
Facility closing and reorganization costs	—			4,510			—			—			4,510
Litigation settlements	(2,521		)	—			—			—			(2,521		)
Impairment of long-lived assets	—			7,400			—			—			7,400
Other operating income	—			(4,535		)	—			—			(4,535		)
Interest expense	32,307			8,954			4,216			—			45,477
Other (income) expense, net	(1,400		)	2,664			(2,024		)	—			(760		)
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(29,794		)	(11,691		)	(2,659		)	—			(44,144		)
Income tax expense (benefit)	1,235			(18,426		)	(1,062		)	—			(18,253		)
Income (loss) before equity in earnings (loss) of subsidiaries	(31,029		)	6,735			(1,597		)	—			(25,891		)
Equity in earnings (loss) of consolidated subsidiaries	4,653			(1,689		)	—			(2,964		)	—
Income (loss) from continuing operations	(26,376		)	5,046			(1,597		)	(2,964		)	(25,891		)
Loss from discontinued operations, net of tax	—			(45		)	(791		)	—			(836		)
Gain on sale of discontinued operations, net of tax	802			—			352			—			1,154
Net income (loss)	(25,574		)	5,001			(2,036		)	(2,964		)	(25,573		)
Other comprehensive income, net of tax	2,008			138			291			—			2,437
Comprehensive income (loss)	$	(23,566	)	$	5,139		$	(1,745	)	$	(2,964	)	$	(23,136	)



	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Nine Months Ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	6,710,398		$	10,473		$	—		$	6,720,871
Cost of sales	—			5,304,577			7,477			—			5,312,054
Gross profit	—			1,405,821			2,996			—			1,408,817
Selling and distribution	—			1,003,990			1,141			—			1,005,131
General and administrative	992			241,277			1,357			—			243,626
Amortization of intangibles	—			2,785			—			—			2,785
Facility closing and reorganization costs	—			17,817			—			—			17,817
Litigation settlements	(1,019		)	—			—			—			(1,019		)
Impairment of long-lived assets	—			38,527			3,414			—			41,941
Other operating loss	290			2,204			—			—			2,494
Interest expense	168,062			8,807			3,140			—			180,009
Gain on disposition of WhiteWave common stock	(415,783		)	—			—			—			(415,783		)
Other (income) expense, net	—			414			(903		)	—			(489		)
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	247,458			90,000			(5,153		)	—			332,305
Income tax expense (benefit)	(64,220		)	36,949			(3,145		)	—			(30,416		)
Income (loss) before equity in earnings (loss) of subsidiaries	311,678			53,051			(2,008		)	—			362,721
Equity in earnings (loss) of consolidated subsidiaries	539,575			(2,610		)	—			(536,965		)	—
Income (loss) from continuing operations	851,253			50,441			(2,008		)	(536,965		)	362,721
Income from discontinued operations, net of tax	—			—			2,891			—			2,891
Gain (loss) on sale of discontinued operations, net of tax	(398		)	491,825			(5		)	—			491,422
Net income	850,855			542,266			878			(536,965		)	857,034
Net loss attributable to non-controlling interest in discontinued operations	—			—			(6,179		)	—			(6,179		)
Net income (loss) attributable to Dean Foods Company	850,855			542,266			(5,301		)	(536,965		)	850,855
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company	63,955			432			(8,088		)	—			56,299
Comprehensive income (loss) attributable to Dean Foods Company	$	914,810		$	542,698		$	(13,389	)	$	(536,965	)	$	907,154



	Unaudited Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(39,062	)	$	113,069		$	(25,936	)	$	48,071
Cash flows from investing activities:
Payments for property, plant and equipment	—			(89,486		)	—			(89,486		)
Proceeds from sale of fixed assets	—			18,688			—			18,688
Net cash used in investing activities	—			(70,798		)	—			(70,798		)
Cash flows from financing activities:
Repayments of debt	—			(498		)	—			(498		)
Proceeds from senior secured revolver	1,865,745			—			—			1,865,745
Payments for senior secured revolver	(1,868,035		)	—			—			(1,868,035		)
Proceeds from receivables-backed facility	—			—			1,836,000			1,836,000
Payments for receivables-backed facility	—			—			(1,754,000		)	(1,754,000		)
Common stock repurchase	(25,000		)	—			—			(25,000		)
Cash dividend paid	(19,654		)	—			—			(19,654		)
Payments of deferred financing costs	(1,544		)	—			(1,689		)	(3,233		)
Issuance of common stock, net of share repurchases	5,296			—			—			5,296
Tax savings on share-based compensation	332			—			—			332
Net change in intercompany balances	108,137			(53,579		)	(54,558		)	—
Net cash provided by (used in) financing activities	65,277			(54,077		)	25,753			36,953
Effect of exchange rate changes on cash and cash equivalents	—			—			(607		)	(607		)
Increase (decrease) in cash and cash equivalents	26,215			(11,806		)	(790		)	13,619
Cash and cash equivalents, beginning of period	(12,289		)	17,433			11,618			16,762
Cash and cash equivalents, end of period	$	13,926		$	5,627		$	10,828		$	30,381



	Unaudited Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities— continuing operations	$	(417,208	)	$	53,877		$	104,703		$	(258,628	)
Net cash provided by operating activities — discontinued operations	—			—			14,174			14,174
Net cash provided by (used in) operating activities	(417,208		)	53,877			118,877			(244,454		)
Cash flows from investing activities:
Payments for property, plant and equipment	—			(90,387		)	—			(90,387		)
Proceeds from sale of fixed assets	—			8,526			—			8,526
Net cash used in investing activities— continuing operations	—			(81,861		)	—			(81,861		)
Net cash provided by (used in) investing activities — discontinued operations	1,441,322			—			(37,828		)	1,403,494
Net cash provided by (used in) investing activities	1,441,322			(81,861		)	(37,828		)	1,321,633
Cash flows from financing activities:
Repayments of debt	(1,027,196		)	—			—			(1,027,196		)
Proceeds from senior secured revolver	696,000			—			—			696,000
Payments for senior secured revolver	(961,000		)	—			—			(961,000		)
Proceeds from receivables-backed facility	—			—			478,000			478,000
Payments for receivables-backed facility	—			—			(478,000		)	(478,000		)
Proceeds from short-term credit facilities	626,750			—			—			626,750
Payments for short-term credit facilities	(37,521		)	—			—			(37,521		)
Payment of financing costs	(6,197		)	—			—			(6,197		)
Issuance of common stock, net of share repurchases for withholding taxes	17,638			—			—			17,638
Tax savings on share-based compensation	2,139			—			—			2,139
Net change in intercompany balances	(2,610		)	30,661			(28,051		)	—
Net cash provided by (used in) financing activities— continuing operations	(691,997		)	30,661			(28,051		)	(689,387		)
Net cash used in financing activities — discontinued operations	—			—			(51,584		)	(51,584		)
Net cash provided by (used in) financing activities	(691,997		)	30,661			(79,635		)	(740,971		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(216		)	(216		)
Increase in cash and cash equivalents	332,117			2,677			1,198			335,992
Cash and cash equivalents, beginning of period	15,242			—			9,415			24,657
Cash and cash equivalents, end of period	$	347,359		$	2,677		$	10,613		$	360,649