Debt

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



	June 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	$	51,510		1.66	%*	$	50,250		1.67	%*
Senior notes due 2016	475,697			7.00		475,579			7.00
Senior notes due 2018	23,812			9.75		23,812			9.75
	551,019					549,641
Subsidiary debt obligations:
Senior notes due 2017	133,837			6.90		132,808			6.90
Receivables-backed facility	300,000			0.99		213,000			1.19
Capital lease and other	1,483			—		1,813			—
	435,320					347,621
	986,339					897,262
Less current portion	(698		)			(698		)
Total long-term portion	$	985,641				$	896,564

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

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



2014	$	329
2015	656
2016	476,686
2017	442,000
2018	75,322
Thereafter	—
Subtotal	994,993
Less discounts	(8,654		)
Total outstanding debt	$	986,339

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. Under the agreement, 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.

On June 12, 2014, we executed an amendment to the senior secured credit facility which modified the consolidated net leverage ratio covenant to permit a maximum consolidated net leverage ratio of 4.00x for each fiscal quarter ending on or prior to September 30, 2014, and 3.50x for each fiscal quarter ending thereafter; and increasing the amount of permitted restricted payments that may be made during any fiscal year, if any such restricted payment would cause our consolidated net leverage ratio to exceed 3.25x, to $30 million from $20 million. For 2014, our previously completed repurchases of common stock of approximately $25 million are excluded from the $30 million limitation.

In connection with the amendment, the Company paid certain fees of approximately $0.4 million to consenting 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 2.25% (2.00% as of June 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 1.25% (1.00% as of June 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. The credit agreement also contains customary events of default and related cure provisions.

At June 30, 2014, there were outstanding borrowings of $51.5 million under the senior secured revolving credit facility. Our average daily balance under the senior secured revolving credit facility during the six months ended June 30, 2014 was $56.3 million. There were no letters of credit issued under the senior secured revolving credit facility as of June 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.

In connection with the modification, the Company paid certain fees of approximately $0.7 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 June 30, 2014. The total amount of receivables sold to these entities as of June 30, 2014 was $660.8 million. During the first six months of 2014 we borrowed $1,281.0 million and repaid $1,194.0 million under the facility with a drawn balance of $300.0 million as of June 30, 2014. Excluding letters of credit in the aggregate amount of $212.3 million, the remaining available borrowing capacity was $37.7 million at June 30, 2014. Our average daily balance under this facility during the six months ended June 30, 2014 was $240.1 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, we are required to comply with (a) a maximum consolidated net leverage ratio of 4.00 to 1.00 for each fiscal quarter ending on or prior to September 30, 2014; and 3.50 to 1.00 for each fiscal quarter ending thereafter; and (b) 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. On August 11, 2014, we announced our intention to further amend our senior secured credit facility and receivables-backed facility to, among other things, modify the consolidated net leverage ratio covenant to increase our maximum permitted consolidated net leverage ratio as follows: 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. Pursuant to the proposed amendments, we will also be required to maintain a senior secured net leverage ratio not to exceed 2.50x. Loans outstanding under the senior secured credit facility will 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%, or the Alternate Base Rate (as defined in the credit agreement) plus a margin of between 0.25% and 1.75%, in each case based on our leverage ratio. Based on our current leverage ratio, interest rate margins for borrowings under the senior secured credit facility would increase from 2.25% to 2.50% in the case of Adjusted LIBO Rate loans, and from 1.25% to 1.50% in the case of Alternate Base Rate loans. In addition, advances outstanding under our receivables-backed facility will bear interest between 0.35% and 0.50% based on our leverage ratio, and we will pay a facility fee between 0.45% and 0.60% based on our leverage ratio. Based on our current leverage ratio, interest rates for borrowings under the receivables-backed facility would increase from 0.35% to 0.45%, and the facility fee would increase from 0.45% to 0.55%. We expect these amendments to be entered into later this month, and we would pay customary consent fees and arrangement fees in connection with the amendments. Effectiveness of the amendments is conditioned on board approval, as well as other customary closing conditions.

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 June 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 June 30, 2014 was $23.8 million.

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 June 30, 2014 was $475.7 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 June 30, 2014 was $133.8 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 June 30, 2014.

Capital Lease Obligations and Other — Capital lease obligations as of June 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 or 2018 senior notes.



	Unaudited Condensed Consolidating Balance Sheet as of June 30, 2014
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	40,695		$	7,675	$	11,394		$	—		$	59,764
Receivables, net	2,053			69,643		647,225			—			718,921
Income tax receivable	71,922			7,959		—			—			79,881
Inventories	—			269,803		—			—			269,803
Intercompany receivables	—			5,776,395		—			(5,776,395		)	—
Other current assets	(2,430		)	85,809		254			—			83,633
Total current assets	112,240			6,217,284		658,873			(5,776,395		)	1,212,002
Property, plant and equipment, net	—			1,183,812		42			—			1,183,854
Goodwill	—			86,841		—			—			86,841
Identifiable intangible and other assets, net	69,861			250,771		(7		)	—			320,625
Investment in subsidiaries	6,642,069			52,258		—			(6,694,327		)	—
Total	$	6,824,170		$	7,790,966	$	658,908		$	(12,470,722	)	$	2,803,322
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	38,853		$	699,095	$	122		$	103		$	738,173
Intercompany payables	5,470,194			—		306,304			(5,776,498		)	—
Current portion of debt	—			698		—			—			698
Current portion of litigation settlements	18,605			—		—			—			18,605
Total current liabilities	5,527,652			699,793		306,426			(5,776,395		)	757,476
Long-term debt	551,018			134,623		300,000			—			985,641
Other long-term liabilities	53,979			314,481		224			—			368,684
Long-term litigation settlements	16,519			—		—			—			16,519
Total stockholders’ equity	675,002			6,642,069		52,258			(6,694,327		)	675,002
Total	$	6,824,170		$	7,790,966	$	658,908		$	(12,470,722	)	$	2,803,322



	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 June 30, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	2,389,910		$	3,959		$	—		$	2,393,869
Cost of sales	—			1,991,705			3,076			—			1,994,781
Gross profit	—			398,205			883			—			399,088
Selling and distribution	—			334,540			392			—			334,932
General and administrative	785			69,567			425			—			70,777
Amortization of intangibles	—			717			—			—			717
Facility closing and reorganization costs	—			728			—			—			728
Other operating income	—			(4,535		)	—			—			(4,535		)
Interest expense	11,206			3,058			957			—			15,221
Other (income) expense, net	(900		)	988			(40		)	—			48
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(11,091		)	(6,858		)	(851		)	—			(18,800		)
Income tax benefit	(4,404		)	(13,084		)	(349		)	—			(17,837		)
Income (loss) before equity in earnings (loss) of subsidiaries	(6,687		)	6,226			(502		)	—			(963		)
Equity in earnings (loss) of consolidated subsidiaries	6,039			(594		)	—			(5,445		)	—
Income (loss) from continuing operations	(648		)	5,632			(502		)	(5,445		)	(963		)
Gain (loss) on sale of discontinued operations, net of tax	2			(61		)	377			—			318
Net income (loss)	(646		)	5,571			(125		)	(5,445		)	(645		)
Other comprehensive income, net of tax	724			40			165			—			929
Comprehensive income	$	78		$	5,611		$	40		$	(5,445	)	$	284



	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended June 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated Totals
	(In thousands)
Net sales	$	—		$	2,223,253		$	4,289		$	—	$	2,227,542
Cost of sales	—			1,752,214			3,028			—		1,755,242
Gross profit	—			471,039			1,261			—		472,300
Selling and distribution	—			331,159			519			—		331,678
General and administrative	(362		)	86,357			393			—		86,388
Amortization of intangibles	—			925			—			—		925
Facility closing and reorganization costs	—			4,939			—			—		4,939
Litigation settlements	(1,019		)	—			—			—		(1,019		)
Impairment of long-lived assets	—			3,604			—			—		3,604
Other Operating Income	—			2,209			—			—		2,209
Interest expense	86,124			3,016			982			—		90,122
Other (income) expense, net	400			(536		)	(392		)	—		(528		)
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(85,143		)	39,366			(241		)	—		(46,018		)
Income tax expense (benefit)	(29,975		)	16,123			(109		)	—		(13,961		)
Income (loss) before equity in earnings (loss) of subsidiaries	(55,168		)	23,243			(132		)	—		(32,057		)
Equity in earnings (loss) of consolidated subsidiaries	(1,702		)	297			—			1,405		—
Income (loss) from continuing operations	(56,870		)	23,540			(132		)	1,405		(32,057		)
Loss from discontinued operations, net of tax	—			—			(21,761		)	—		(21,761		)
Loss on sale of discontinued operations, net of tax	—			(63		)	(2		)	—		(65		)
Net income (loss)	(56,870		)	23,477			(21,895		)	1,405		(53,883		)
Net loss attributable to non-controlling interest	—			—			(2,987		)	—		(2,987		)
Net income (loss) attributable to Dean Foods Company	(56,870		)	23,477			(24,882		)	1,405		(56,870		)
Other comprehensive income, net of tax, attributable to Dean Foods Company	425,212			152			3,844			—		429,208
Comprehensive income (loss) attributable to Dean Foods Company	$	368,342		$	23,629		$	(21,038	)	$	1,405	$	372,338



	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended June 30, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	4,727,964		$	6,945		$	—		$	4,734,909
Cost of sales	—			3,914,178			5,468			—			3,919,646
Gross profit	—			813,786			1,477			—			815,263
Selling and distribution	—			673,619			692			—			674,311
General and administrative	618			141,434			1,024			—			143,076
Amortization of intangibles	—			1,461			—			—			1,461
Facility closing and reorganization costs	—			1,705			—			—			1,705
Litigation settlements	(2,521		)	—			—			—			(2,521		)
Other operating income	—			(4,535		)	—			—			(4,535		)
Interest expense	21,811			6,040			2,393			—			30,244
Other (income) expense, net	(600		)	1,157			(830		)	—			(273		)
Loss from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(19,308		)	(7,095		)	(1,802		)	—			(28,205		)
Income tax benefit	(5,325		)	(11,641		)	(484		)	—			(17,450		)
Income (loss) before equity in earnings (loss) of subsidiaries	(13,983		)	4,546			(1,318		)	—			(10,755		)
Equity in earnings (loss) of consolidated subsidiaries	3,543			(1,410		)	—			(2,133		)	—
Income (loss) from continuing operations	(10,440		)	3,136			(1,318		)	(2,133		)	(10,755		)
Gain (loss) on sale of discontinued operations, net of tax	838			(61		)	377			—			1,154
Net income (loss)	(9,602		)	3,075			(941		)	(2,133		)	(9,601		)
Other comprehensive income, net of tax	1,146			87			720			—			1,953
Comprehensive income (loss)	$	(8,456	)	$	3,162		$	(221	)	$	(2,133	)	$	(7,648	)



	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended June 30, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	4,512,425		$	7,547		$	—		$	4,519,972
Cost of sales	—			3,547,108			5,332			—			3,552,440
Gross profit	—			965,317			2,215			—			967,532
Selling and distribution	—			670,893			782			—			671,675
General and administrative	(365		)	170,837			880			—			171,352
Amortization of intangibles	—			1,875			—			—			1,875
Facility closing and reorganization costs	—			10,549			—			—			10,549
Litigation settlements	(1,019		)	—			—			—			(1,019		)
Impairment of long-lived assets	—			34,105			3,414			—			37,519
Other operating income	—			2,209			—			—			2,209
Interest expense	141,816			5,901			2,054			—			149,771
Other (income) expense, net	400			(174		)	(589		)	—			(363		)
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(140,832		)	69,122			(4,326		)	—			(76,036		)
Income tax expense (benefit)	(50,284		)	28,818			(1,773		)	—			(23,239		)
Income (loss) before equity in earnings (loss) of subsidiaries	(90,548		)	40,304			(2,553		)	—			(52,797		)
Equity in earnings (loss) of consolidated subsidiaries	526,283			(2,249		)	—			(524,034		)	—
Income (loss) from continuing operations	435,735			38,055			(2,553		)	(524,034		)	(52,797		)
Income from discontinued operations, net of tax	—			—			2,891			—			2,891
Gain (loss) on sale of discontinued operations, net of tax	—			491,825			(5		)	—			491,820
Net income	435,735			529,880			333			(524,034		)	441,914
Net loss attributable to non-controlling interest in discontinued operations	—			—			(6,179		)	—			(6,179		)
Net income (loss) attributable to Dean Foods Company	435,735			529,880			(5,846		)	(524,034		)	435,735
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company	447,267			293			(8,046		)	—			439,514
Comprehensive income (loss) attributable to Dean Foods Company	$	883,002		$	530,173		$	(13,892	)	$	(524,034	)	$	875,249



	Unaudited Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 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	$	(74,851	)	$	70,368		$	29,751		$	25,268
Cash flows from investing activities:
Payments for property, plant and equipment	—			(53,622		)	—			(53,622		)
Proceeds from sale of fixed assets	—			17,556			—			17,556
Net cash used in investing activities	—			(36,066		)	—			(36,066		)
Cash flows from financing activities:
Repayments of debt	—			(329		)	—			(329		)
Proceeds from senior secured revolver	1,317,194			—			—			1,317,194
Payments for senior secured revolver	(1,315,935		)	—			—			(1,315,935		)
Proceeds from receivables-backed facility	—			—			1,281,000			1,281,000
Payments for receivables-backed facility	—			—			(1,194,000		)	(1,194,000		)
Common stock repurchase	(25,000		)	—			—			(25,000		)
Cash dividend paid	(13,089		)	—			—			(13,089		)
Payments of deferred financing costs	(414		)	—			(693		)	(1,107		)
Issuance of common stock, net of share repurchases	4,953			—			—			4,953
Tax savings on share-based compensation	284			—			—			284
Intercompany	159,842			(43,731		)	(116,111		)	—
Net cash provided by (used in) financing activities	127,835			(44,060		)	(29,804		)	53,971
Effect of exchange rate changes on cash and cash equivalents	—			—			(171		)	(171		)
Increase (decrease) in cash and cash equivalents	52,984			(9,758		)	(224		)	43,002
Cash and cash equivalents, beginning of period	(12,289		)	17,433			11,618			16,762
Cash and cash equivalents, end of period	$	40,695		$	7,675		$	11,394		$	59,764



	Unaudited Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 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	$	(283,865	)	$	(58,127	)	$	96,904		$	(245,088	)
Net cash provided by operating activities — discontinued operations	—			—			14,174			14,174
Net cash provided by (used in) operating activities	(283,865		)	(58,127		)	111,078			(230,914		)
Cash flows from investing activities:
Payments for property, plant and equipment	(40		)	(48,952		)	—			(48,992		)
Proceeds from sale of fixed assets	—			4,271			—			4,271
Net cash used in investing activities— continuing operations	(40		)	(44,681		)	—			(44,721		)
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	1,441,282			(44,681		)	(37,828		)	1,358,773
Cash flows from financing activities:
Repayments of debt	(1,027,196		)	—			—			(1,027,196		)
Proceeds from senior secured revolver	510,750			—			—			510,750
Payments for senior secured revolver	(658,750		)	—			—			(658,750		)
Proceeds from receivables-backed facility	—			—			388,000			388,000
Payments for receivables-backed facility	—			—			(296,000		)	(296,000		)
Payment of financing costs	(575		)	—			—			(575		)
Issuance of common stock, net of share repurchases for withholding taxes	8,785			—			—			8,785
Tax savings on share-based compensation	172			—			—			172
Net change in intercompany balances	2,276			110,964			(113,240		)	—
Net cash provided by (used in) financing activities— continuing operations	(1,164,538		)	110,964			(21,240		)	(1,074,814		)
Net cash used in financing activities — discontinued operations	—			—			(51,584		)	(51,584		)
Net cash provided by (used in) financing activities	(1,164,538		)	110,964			(72,824		)	(1,126,398		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(155		)	(155		)
Increase (decrease) in cash and cash equivalents	(7,121		)	8,156			271			1,306
Cash and cash equivalents, beginning of period	15,242			—			9,415			24,657
Cash and cash equivalents, end of period	$	8,121		$	8,156		$	9,686		$	25,963