SELECTED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS | SELECTED CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-GUARANTORS The 2021 Notes, the 2022 Notes and the 2025 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, the 2022 Notes and the 2025 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, 2018 and March 31, 2018 , condensed consolidating statements of comprehensive income for the three months ended June 30, 2018 and 2017 , and condensed consolidating statements of cash flows for the three months ended June 30, 2018 and 2017 . SUMMARY CONDENSED CONSOLIDATING BALANCE SHEETS: June 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Current assets: Cash and cash equivalents $ 84 $ 420 $ 32,551 $ — $ 33,055 Trade and other receivables, net 1,885 85,591 249,769 — 337,245 Contract assets — 524,524 12,808 — 537,332 Inventories — 430,872 103,110 — 533,982 Prepaid expenses and other 10,041 8,231 12,481 — 30,753 Assets held for sale — 79,366 1,353 — 80,719 Total current assets 12,010 1,129,004 412,072 — 1,553,086 Property and equipment, net 12,637 607,251 112,412 — 732,300 Goodwill and other intangible assets, net — 961,684 118,992 — 1,080,676 Other, net 21,704 26,137 6,064 — 53,905 Intercompany investments and advances 1,453,808 81,541 72,889 (1,608,238 ) — Total assets $ 1,500,159 $ 2,805,617 $ 722,429 $ (1,608,238 ) $ 3,419,967 Current liabilities: Current portion of long-term debt $ 1,139 $ 15,571 $ — $ — $ 16,710 Accounts payable 9,581 456,825 48,501 — 514,907 Accrued expenses 58,058 601,775 39,904 — 699,737 Liabilities related to assets held for sale — 29,316 272 — 29,588 Total current liabilities 68,778 1,103,487 88,677 — 1,260,942 Long-term debt, less current portion 1,466,009 37,655 — — 1,503,664 Intercompany advances 176,806 2,057,675 482,354 (2,716,835 ) — Accrued pension and other postretirement benefits, noncurrent 6,531 459,064 — — 465,595 Deferred income taxes and other 8,616 389,455 18,276 — 416,347 Total stockholders’ (deficit) equity (226,581 ) (1,241,719 ) 133,122 1,108,597 (226,581 ) Total liabilities and stockholders’ (deficit) equity $ 1,500,159 $ 2,805,617 $ 722,429 $ (1,608,238 ) $ 3,419,967 SUMMARY CONDENSED CONSOLIDATING BALANCE SHEETS: March 31, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Current assets: Cash and cash equivalents $ 44 $ — $ 35,775 $ — $ 35,819 Trade and other receivables, net 1,686 77,924 297,002 — 376,612 Contract assets — 37,573 — — 37,573 Inventories — 1,312,747 114,422 — 1,427,169 Prepaid expenses and other 17,513 15,712 11,203 — 44,428 Assets held for sale — — 1,324 — 1,324 Total current assets 19,243 1,443,956 459,726 — 1,922,925 Property and equipment, net 11,984 594,437 119,582 — 726,003 Goodwill and other intangible assets, net — 973,954 126,555 — 1,100,509 Other, net 21,930 29,904 5,793 — 57,627 Intercompany investments and advances 1,987,599 81,542 73,184 (2,142,325 ) — Total assets $ 2,040,756 $ 3,123,793 $ 784,840 $ (2,142,325 ) $ 3,807,064 Current liabilities: Current portion of long-term debt $ 903 $ 15,624 $ — $ — $ 16,527 Accounts payable 12,088 356,236 50,043 — 418,367 Accrued expenses 46,679 467,674 42,752 — 557,105 Liabilities related to assets held for sale — — 440 — 440 Total current liabilities 59,670 839,534 93,235 — 992,439 Long-term debt, less current portion 1,380,867 40,890 — — 1,421,757 Intercompany advances 134,590 1,952,042 524,788 (2,611,420 ) — Accrued pension and other postretirement benefits, noncurrent 6,484 477,403 — — 483,887 Deferred income taxes and other 8,611 427,724 22,112 — 458,447 Total stockholders’ equity 450,534 (613,800 ) 144,705 469,095 450,534 Total liabilities and stockholders’ equity $ 2,040,756 $ 3,123,793 $ 784,840 $ (2,142,325 ) $ 3,807,064 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME: For the Three Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net sales $ — $ 764,895 $ 88,140 $ (20,135 ) $ 832,900 Operating costs and expenses: Cost of sales — 716,921 73,428 (20,135 ) 770,214 Selling, general and administrative 24,560 49,182 7,914 — 81,656 Depreciation and amortization 667 33,917 4,228 — 38,812 Restructuring costs — 4,047 — — 4,047 Loss on divestitures 4,719 — — — 4,719 29,946 804,067 85,570 (20,135 ) 899,448 Operating (loss) income (29,946 ) (39,172 ) 2,570 — (66,548 ) Intercompany interest and charges (40,219 ) 38,075 2,144 — — Non-service defined benefit income — (16,188 ) (350 ) — (16,538 ) Interest expense and other 23,555 4,018 (2,080 ) — 25,493 Income (loss) before income taxes (13,282 ) (65,077 ) 2,856 — (75,503 ) Income (benefit) tax expense 24,482 (24,351 ) 900 — 1,031 Net income (loss) (37,764 ) (40,726 ) 1,956 — (76,534 ) Other comprehensive loss (1,035 ) (399 ) (14,524 ) — (15,958 ) Total comprehensive loss $ (38,799 ) $ (41,125 ) $ (12,568 ) $ — $ (92,492 ) 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 91,686 (21,312 ) 645,778 Selling, general and administrative 22,989 44,853 12,406 — 80,248 Depreciation and amortization 302 34,773 4,056 — 39,131 Restructuring costs 10,547 6,446 507 — 17,500 33,838 661,476 108,655 (21,312 ) 782,657 Operating (loss) income (33,838 ) 53,614 (20,744 ) — (968 ) Intercompany interest and charges (43,242 ) 41,022 2,220 — — Non-service defined benefit income — (18,771 ) (606 ) — (19,377 ) Interest expense and other 17,042 2,781 1,195 — 21,018 (Loss) income before income taxes (7,638 ) 28,582 (23,553 ) — (2,609 ) (Benefit) income tax expense (7,074 ) 5,763 633 — (678 ) Net (loss) income (564 ) 22,819 (24,186 ) — (1,931 ) Other comprehensive income (loss) 183 (1,347 ) 11,421 — 10,257 Total comprehensive (loss) income $ (381 ) $ 21,472 $ (12,765 ) $ — $ 8,326 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS: For the Three Months Ended June 30, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Total Net (loss) income $ (37,764 ) $ (40,726 ) $ 1,956 $ — $ (76,534 ) Adjustments to reconcile net income to net cash provided by (used in) operating activities 46,831 (76,449 ) 40,941 (503 ) 10,820 Net cash provided by (used in) operating activities 9,067 (117,175 ) 42,897 (503 ) (65,714 ) Capital expenditures (105 ) (10,524 ) (1,571 ) — (12,200 ) Proceeds from sale of assets — 118 546 — 664 Net cash (used in) provided by investing activities (105 ) (10,406 ) (1,025 ) — (11,536 ) Net increase in revolving credit facility 113,186 — — — 113,186 Proceeds on issuance of debt 1,214 632 17,200 — 19,046 Retirements and repayments of debt (365 ) (6,597 ) (46,800 ) — (53,762 ) Payments of deferred financing costs (64 ) — — — (64 ) Dividends paid (1,988 ) — — — (1,988 ) Repurchase of restricted shares for minimum tax obligation (532 ) — — — (532 ) Intercompany financing and advances (120,373 ) 133,966 (14,096 ) 503 — Net cash (used in) provided by financing activities (8,922 ) 128,001 (43,696 ) 503 75,886 Effect of exchange rate changes on cash — — (1,400 ) — (1,400 ) Net change in cash and cash equivalents 40 420 (3,224 ) — (2,764 ) Cash and cash equivalents at beginning of period 44 — 35,775 — 35,819 Cash and cash equivalents at end of period $ 84 $ 420 $ 32,551 $ — $ 33,055 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 ) $ 22,819 $ (24,186 ) $ — $ (1,931 ) Adjustments to reconcile net income to net cash (used in) provided by operating activities (24,495 ) (101,363 ) 28,086 655 (97,117 ) Net cash (used in) provided by operating activities (25,059 ) (78,544 ) 3,900 655 (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 obligations (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 ) (5,284 ) (8,093 ) — (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 $ 18,853 $ 17,461 $ — $ 36,968 |