SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS | SELECTED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS The 2021 Notes and the 2022 Notes are fully and unconditionally guaranteed on a joint and several basis by the Guarantor Subsidiaries. The total assets, stockholders' equity, revenue, earnings and cash flows from operating activities of the Guarantor Subsidiaries exceeded a majority of the consolidated total of such items as of and for the periods reported. The only consolidated subsidiaries of the Company that are not guarantors of the 2021 Notes and the 2022 Notes (the “Non-Guarantor Subsidiaries”) are: (a) the receivables securitization special-purpose entity; and (b) the foreign operating subsidiaries. The following tables present condensed consolidating financial statements including the Company (the “Parent”), the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. Such financial statements include summary Condensed Consolidating Balance Sheets as of June 30, 2017 and March 31, 2017 , Condensed Consolidating Statements of Comprehensive Income for the three months ended June 30, 2017 and 2016 , and Condensed Consolidating Statements of Cash Flows for the three months ended June 30, 2017 and 2016 . SUMMARY CONDENSED CONSOLIDATING BALANCE SHEETS: June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Current assets: Cash and cash equivalents $ 654 $ 82 $ 36,232 $ — $ 36,968 Trade and other receivables, net 222 91,504 252,236 — 343,962 Inventories — 1,141,422 107,234 — 1,248,656 Prepaid expenses and other 8,361 13,830 12,022 — 34,213 Total current assets 9,237 1,246,838 407,724 — 1,663,799 Property and equipment, net 8,794 661,987 123,989 — 794,770 Goodwill and other intangible assets, net — 1,546,059 180,142 — 1,726,201 Other, net 20,984 52,986 17,304 — 91,274 Intercompany investments and advances 2,206,150 81,541 74,065 (2,361,756 ) — Total assets $ 2,245,165 $ 3,589,411 $ 803,224 $ (2,361,756 ) $ 4,276,044 Current liabilities: Current portion of long-term debt $ 30,592 $ 14,377 $ 95,900 $ — $ 140,869 Accounts payable 10,082 371,450 38,728 — 420,260 Accrued expenses 40,378 514,863 45,237 — 600,478 Total current liabilities 81,052 900,690 179,865 — 1,161,607 Long-term debt, less current portion 1,083,263 56,902 — 1,140,165 Intercompany advances 219,690 1,839,709 380,279 (2,439,678 ) — Accrued pension and other postretirement benefits, noncurrent 6,784 565,717 — — 572,501 Deferred income taxes and other 1,485 506,840 40,556 — 548,881 Total stockholders’ equity 852,891 (280,447 ) 202,524 77,922 852,890 Total liabilities and stockholders’ equity $ 2,245,165 $ 3,589,411 $ 803,224 $ (2,361,756 ) $ 4,276,044 SUMMARY CONDENSED CONSOLIDATING BALANCE SHEETS: March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Current assets: Cash and cash equivalents $ 19,942 $ 24,137 $ 25,554 $ — $ 69,633 Trade and other receivables, net 546 34,874 276,372 — 311,792 Inventories — 1,243,461 96,714 — 1,340,175 Prepaid expenses and other 7,763 11,678 10,623 — 30,064 Assets held for sale — 3,250 18,005 — 21,255 Total current assets 28,251 1,317,400 427,268 — 1,772,919 Property and equipment, net 8,315 673,153 123,562 — 805,030 Goodwill and other intangible assets, net — 1,560,050 174,919 — 1,734,969 Other, net 17,902 67,955 15,825 — 101,682 Intercompany investments and advances 2,057,534 81,541 77,090 (2,216,165 ) — Total assets $ 2,112,002 $ 3,700,099 $ 818,664 $ (2,216,165 ) $ 4,414,600 Current liabilities: Current portion of long-term debt $ 33,298 $ 14,432 $ 112,900 $ — $ 160,630 Accounts payable 17,291 426,646 37,306 — 481,243 Accrued expenses 53,829 578,457 42,093 — 674,379 Liabilities related to assets held for sale — — 18,008 — 18,008 Total current liabilities 104,418 1,019,535 210,307 — 1,334,260 Long-term debt, less current portion 974,693 60,977 — — 1,035,670 Intercompany advances 178,381 1,754,529 370,907 (2,303,817 ) — Accrued pension and other postretirement benefits, noncurrent 6,633 585,501 — — 592,134 Deferred income taxes and other 1,403 564,358 40,302 — 606,063 Total stockholders’ equity 846,474 (284,801 ) 197,148 87,652 846,473 Total liabilities and stockholders’ equity $ 2,112,002 $ 3,700,099 $ 818,664 $ (2,216,165 ) $ 4,414,600 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME: For the Three Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ 715,090 $ 87,911 $ (21,312 ) $ 781,689 Operating costs and expenses: Cost of sales — 575,404 73,254 (21,312 ) 627,346 Selling, general and administrative 22,989 44,853 11,461 — 79,303 Depreciation and amortization 302 34,773 4,056 — 39,131 Restructuring 10,547 6,446 507 — 17,500 33,838 661,476 89,278 (21,312 ) 763,280 Operating (loss) income (33,838 ) 53,614 (1,367 ) — 18,409 Intercompany interest and charges (43,242 ) 41,022 2,220 — — Interest expense and other 17,042 2,781 1,195 — 21,018 (Loss) income before income taxes (7,638 ) 9,811 (4,782 ) — (2,609 ) Income tax (benefit) expense (7,074 ) 5,763 633 — (678 ) Net (loss) income (564 ) 4,048 (5,415 ) — (1,931 ) Other comprehensive income (loss) 183 (1,347 ) 11,421 — 10,257 Total comprehensive (loss) income $ (381 ) $ 2,701 $ 6,006 $ — $ 8,326 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME: For the Three Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ 817,345 $ 94,651 $ (18,743 ) $ 893,253 Operating costs and expenses: Cost of sales — 668,539 76,592 (18,743 ) 726,388 Selling, general and administrative 14,444 45,907 7,675 — 68,026 Depreciation and amortization 383 40,766 4,313 — 45,462 Restructuring 1,860 4,791 — — 6,651 16,687 760,003 88,580 (18,743 ) 846,527 Operating (loss) income (16,687 ) 57,342 6,071 — 46,726 Intercompany interest and charges (51,564 ) 49,173 2,391 — — Interest expense and other 17,375 2,282 (1,531 ) — 18,126 Income before income taxes 17,502 5,887 5,211 — 28,600 Income tax expense 2,050 5,289 1,527 — 8,866 Net income 15,452 598 3,684 — 19,734 Other comprehensive loss (566 ) (1,572 ) (14,797 ) — (16,935 ) Total comprehensive income (loss) $ 14,886 $ (974 ) $ (11,113 ) $ — $ 2,799 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS: For the Three Months Ended June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net (loss) income $ (564 ) $ 4,048 $ (5,415 ) $ — $ (1,931 ) Adjustments to reconcile net income to net cash (used in) operating activities provided by (24,495 ) (101,363 ) 28,086 655 (97,117 ) Net cash (used in) provided by operating activities (25,059 ) (97,315 ) 22,671 655 (99,048 ) Capital expenditures (780 ) (10,375 ) (930 ) — (12,085 ) Proceeds from sale of assets — 1,183 168 — 1,351 Net cash used in investing activities (780 ) (9,192 ) (762 ) — (10,734 ) Net increase in revolving credit facility 118,961 — — — 118,961 Retirements and repayments of debt (12,139 ) (4,129 ) (17,000 ) — (33,268 ) Payments of deferred financing costs (7,160 ) — — — (7,160 ) Dividends paid (1,984 ) — — — (1,984 ) Repurchase of restricted shares for minimum tax obligation (296 ) — — — (296 ) Intercompany financing and advances (90,831 ) 86,581 4,905 (655 ) — Net cash provided by (used in)financing activities 6,551 82,452 (12,095 ) (655 ) 76,253 Effect of exchange rate changes on cash — — 864 — 864 Net change in cash and cash equivalents (19,288 ) (24,055 ) 10,678 — (32,665 ) Cash and cash equivalents at beginning of period 19,942 24,137 25,554 — 69,633 Cash and cash equivalents at end of period $ 654 $ 82 $ 36,232 $ — $ 36,968 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS: For the Three Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net income $ 15,452 $ 598 $ 3,684 $ — $ 19,734 Adjustments to reconcile net income to net cash provided by (used in) operating activities (2,131 ) (121,953 ) 19,688 627 (103,769 ) Net cash provided by (used in) operating activities 13,321 (121,355 ) 23,372 627 (84,035 ) Capital expenditures (130 ) (8,961 ) (3,632 ) — (12,723 ) Proceeds from sale of assets — 108 840 — 948 Acquisitions, net of cash acquired — 9 — — 9 Net cash used in investing activities (130 ) (8,844 ) (2,792 ) — (11,766 ) Net increase in revolving credit facility 174,091 — — — 174,091 Retirements and repayments of debt (7,102 ) (3,687 ) (36,200 ) — (46,989 ) Payments of deferred financing costs (10,689 ) — — — (10,689 ) Dividends paid (1,981 ) — — — (1,981 ) Repayment of government grant — (7,285 ) — — (7,285 ) Repurchase of restricted shares for minimum tax obligations (171 ) — — — (171 ) Intercompany financing and advances (168,266 ) 141,776 27,117 (627 ) — Net cash (used in) provided by financing activities (14,118 ) 130,804 (9,083 ) (627 ) 106,976 Effect of exchange rate changes on cash — — (860 ) — (860 ) Net change in cash and cash equivalents (927 ) 605 10,637 — 10,315 Cash and cash equivalents at beginning of period 1,544 201 19,239 — 20,984 Cash and cash equivalents at end of period $ 617 $ 806 $ 29,876 $ — $ 31,299 |