CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended |
Sep. 27, 2013 |
Notes to Financial Statements [Abstract] | ' |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ' |
NOTE 18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
On March 15, 2012, URS Corporation, the parent company (“Parent”), and URS Fox US LP (“Fox LP”), a 100% owned subsidiary of the Parent, issued the Senior Notes. See Note 10, “Indebtedness,” for more information. The Senior Notes are our general unsecured senior obligations and rank equally with our other existing and future unsecured senior indebtedness. The Senior Notes are fully and unconditionally guaranteed (the “Guarantees”) on a joint-and-several basis by each of the Parent's current and future domestic subsidiaries that are guarantors under our 2011 Credit Facility or that are 100% owned domestic obligors or 100% owned domestic guarantors, individually or collectively, under any future indebtedness of our subsidiaries in excess of $100.0 million (the “Guarantors”). The Guarantees are the Guarantors' unsecured senior obligations and rank equally with the Guarantors' other existing and future unsecured senior indebtedness. |
The Guarantee of a Guarantor will, so long as no event of default shall have occurred and be continuing with respect to the Senior Notes, be automatically and unconditionally released and discharged without any action on the part of the trustee or the holders of the Senior Notes: |
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with respect to a Guarantor which, individually or together with the Parent's other domestic subsidiaries, no longer has any indebtedness of borrowed money in excess of $100.0 million outstanding and no longer guarantees, individually or together with the Parent's other domestic subsidiaries, any indebtedness in excess of $100.0 million incurred by the Parent or any of the Parent's other 100% owned domestic subsidiaries; |
unless the Guarantor is the surviving entity (i) upon the sale, lease or exchange of all or substantially all of the Guarantor's assets to any person or entity not an affiliate of the Parent or (ii) upon any sale, exchange or transfer, to any person or entity not an affiliate of the Parent, of all of the Parent's direct and indirect interest in such Guarantor; |
upon the full and final payment and performance of all obligations under the indenture and the Senior Notes; |
upon liquidation and dissolution of a Guarantor in a transaction that is not prohibited by the indenture; or |
upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture. |
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In addition, the Guarantee of any domestic subsidiary that is a Guarantor will be automatically and unconditionally released and discharged, without any further action required by such Guarantor, the trustee, or the holders of the Senior Notes, if at any time such domestic subsidiary of the Parent that is a Guarantor is no longer a domestic subsidiary of the Parent. |
We have early adopted Accounting Standards Update (ASU) 2013-04 – Obligations Resulting from Joint and Several Liability Arrangements For Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The update requires companies to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The total amount of the obligation is the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligor. |
Consistent with the arrangement between Parent and Fox LP, $300.4 million and $699.6 million of the Senior Notes are included in the liabilities of Parent and Fox LP, respectively, as of both September 27, 2013 and December 28, 2012. |
Restatement and Revisions of Previously Issued Condensed Consolidating Financial Information |
Subsequent to initially filing the condensed consolidating financial information, immaterial errors described below were discovered, which impacted the previously presented condensed consolidating financial information. These immaterial errors are referred to in the table below as Revision Adjustments. The Revision Adjustments impacting the Condensed Consolidating Balance Sheet as of December 28, 2012 included: |
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An adjustment relating to intercompany receivables and intercompany payables. |
Misclassifications of intercompany receivable/payable activities and misclassification of intercompany notes between short-term and long-term. |
A misclassification of an elimination entry that should have been recorded within the non-guarantor column instead of the cross-elimination column. |
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We assessed the materiality of all of these errors in accordance with the SEC's Staff Accounting Bulletin 99 and concluded that the previously issued consolidated financial statements were not materially misstated. In accordance with the SEC's Staff Accounting Bulletin 108, we have corrected these immaterial errors by revising the previously issued condensed consolidating financial information included in this footnote. |
In connection with the restatement described in Note 1, “Business, Basis of Presentation, and Accounting Policies,” above, we have restated the Condensed Consolidating Balance Sheet as of December 28, 2012. The effect of these restatements, referred to below as Restatement Adjustments, was an increase to goodwill, deferred tax liabilities and URS stockholders' equity. |
The following table presents the effects of the Restatement Adjustments and Revision Adjustments on the Condensed Consolidating Balance Sheet as of December 28, 2012. |
| | | | | | | | | | | As of December 28, 2012 |
(in millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
Condensed Consolidating Balance Sheet Data: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
As Reported | | | | | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 14.4 | | $ | — | | $ | 16.3 | | $ | 285.4 | | $ | -1.6 | | $ | 314.5 |
| Accounts receivable, including retentions | | | — | | | — | | | 771.2 | | | 811.8 | | | -28.2 | | | 1,554.80 |
| Costs and accrued earnings in excess of billings on contracts | | | — | | | — | | | 876.9 | | | 515.7 | | | -8.3 | | | 1,384.30 |
| Less receivable allowances | | | — | | | — | | | -29.1 | | | -40.6 | | | — | | | -69.7 |
| | | Net accounts receivable | | | — | | | — | | | 1,619.00 | | | 1,286.90 | | | -36.5 | | | 2,869.40 |
| Intercompany accounts receivable | | | 1,765.80 | | | 22.4 | | | 4,248.90 | | | 1,530.60 | | | -7,567.70 | | | — |
| Deferred tax assets | | | 6.8 | | | — | | | 60.3 | | | 0.5 | | | — | | | 67.6 |
| Inventory | | | — | | | — | | | 5.5 | | | 56 | | | — | | | 61.5 |
| Other current assets | | | 38.2 | | | — | | | 65.5 | | | 111.3 | | | -10.8 | | | 204.2 |
| | | | | Total current assets | | | 1,825.20 | | | 22.4 | | | 6,015.50 | | | 3,270.70 | | | -7,616.60 | | | 3,517.20 |
Investments in and advances to subsidiaries and unconsolidated joint ventures | | | 5,400.50 | | | 20.7 | | | 1,812.00 | | | 258.9 | | | -7,213.80 | | | 278.3 |
Property and equipment at cost, net | | | 26.9 | | | — | | | 159.7 | | | 500.9 | | | — | | | 687.5 |
Intangible assets, net | | | 0.2 | | | — | | | 223.5 | | | 468.5 | | | — | | | 692.2 |
Goodwill | | | — | | | — | | | 1,778.70 | | | 1,468.40 | | | — | | | 3,247.10 |
Other long-term assets | | | 22.4 | | | — | | | 231.3 | | | 115.3 | | | -4.8 | | | 364.2 |
| | | | | | | | | Total assets | | $ | 7,275.20 | | $ | 43.1 | | $ | 10,220.70 | | $ | 6,082.70 | | $ | -14,835.20 | | $ | 8,786.50 |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | |
| Current portion of long-term debt | | $ | 18.9 | | $ | — | | $ | 10 | | $ | 42.9 | | $ | — | | $ | 71.8 |
| Accounts payable and subcontractors payable, including retentions | | | 4.1 | | | — | | | 382.8 | | | 454.8 | | | -38.2 | | | 803.5 |
| Accrued salaries and employee benefits | | | 41.1 | | | — | | | 362.6 | | | 155.1 | | | — | | | 558.8 |
| Billings in excess of costs and accrued earnings on contracts | | | — | | | — | | | 146.4 | | | 143 | | | -0.3 | | | 289.1 |
| Intercompany accounts payable | | | 3,138.30 | | | 14.7 | | | 3,109.10 | | | 1,305.60 | | | -7,567.70 | | | — |
| Short-term intercompany notes payable | | | 14.3 | | | — | | | 20 | | | 599.2 | | | -633.5 | | | — |
| Other current liabilities | | | 59.4 | | | 8.6 | | | 146.3 | | | 74 | | | -10.5 | | | 277.8 |
| | | | | Total current liabilities | | | 3,276.10 | | | 23.3 | | | 4,177.20 | | | 2,774.60 | | | -8,250.20 | | | 2,001.00 |
Long-term debt | | | 952.2 | | | 699.6 | | | 16.9 | | | 323.8 | | | — | | | 1,992.50 |
Deferred tax liabilities | | | — | | | — | | | 247.6 | | | 85.5 | | | -4.8 | | | 328.3 |
Self-insurance reserves | | | — | | | — | | | 18.3 | | | 111.5 | | | — | | | 129.8 |
Pension and post-retirement benefit obligations | | | — | | | — | | | 185.4 | | | 115.5 | | | — | | | 300.9 |
Long-term intercompany notes payable | | | — | | | — | | | 561.7 | | | 687.8 | | | -1,249.50 | | | — |
Other long-term liabilities | | | 2.9 | | | — | | | 197 | | | 71.1 | | | — | | | 271 |
| | | | | | | Total liabilities | | | 4,231.20 | | | 722.9 | | | 5,404.10 | | | 4,169.80 | | | -9,504.50 | | | 5,023.50 |
URS stockholders' equity | | | 3,621.10 | | | 8 | | | 5,400.40 | | | 1,805.30 | | | -7,213.70 | | | 3,621.10 |
Intercompany notes receivable | | | -577.1 | | | -687.8 | | | -583.8 | | | -34.3 | | | 1,883.00 | | | — |
| | | | | Total URS stockholders' equity | | | 3,044.00 | | | -679.8 | | | 4,816.60 | | | 1,771.00 | | | -5,330.70 | | | 3,621.10 |
Noncontrolling interests | | | — | | | — | | | — | | | 141.9 | | | — | | | 141.9 |
| | | | | | | Total stockholders' equity | | | 3,044.00 | | | -679.8 | | | 4,816.60 | | | 1,912.90 | | | -5,330.70 | | | 3,763.00 |
| | | | | | | | | Total liabilities and stockholders' equity | | $ | 7,275.20 | | $ | 43.1 | | $ | 10,220.70 | | $ | 6,082.70 | | $ | -14,835.20 | | $ | 8,786.50 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | As of December 28, 2012 |
(in millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
Restatement Adjustments | | | | | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | |
Investments in and advances to subsidiaries and unconsolidated joint ventures | | $ | 422.9 | | $ | — | | $ | 224.1 | | $ | — | | $ | -647 | | $ | — |
Goodwill | | $ | — | | $ | — | | $ | 250.4 | | $ | 224.1 | | $ | — | | $ | 474.5 |
Total assets | | $ | 422.9 | | $ | — | | $ | 474.5 | | $ | 224.1 | | $ | -647 | | $ | 474.5 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | |
Deferred tax liabilities | | $ | — | | $ | — | | $ | 51.6 | | $ | — | | $ | — | | $ | 51.6 |
Total liabilities | | $ | — | | $ | — | | $ | 51.6 | | $ | — | | $ | — | | $ | 51.6 |
URS stockholders' equity | | $ | 422.9 | | $ | — | | $ | 422.9 | | $ | 224.1 | | $ | -647 | | $ | 422.9 |
Total URS stockholders' equity | | $ | 422.9 | | $ | — | | $ | 422.9 | | $ | 224.1 | | $ | -647 | | $ | 422.9 |
Total stockholders' equity | | $ | 422.9 | | $ | — | | $ | 422.9 | | $ | 224.1 | | $ | -647 | | $ | 422.9 |
Total liabilities and stockholders' equity | | $ | 422.9 | | $ | — | | $ | 474.5 | | $ | 224.1 | | $ | -647 | | $ | 474.5 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | As of December 28, 2012 |
(in millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
Revision Adjustments | | | | | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | |
| Accounts receivable, including retentions | | | — | | | — | | | 0.1 | | | — | | | -0.1 | | | — |
| | | Net accounts receivable | | | — | | | — | | | 0.1 | | | — | | | -0.1 | | | — |
| Intercompany accounts receivable | | | 27.4 | | | — | | | -315.8 | | | -261.6 | | | 550 | | | — |
| | | | | Total current assets | | | 27.4 | | | — | | | -315.7 | | | -261.6 | | | 549.9 | | | — |
Investments in and advances to subsidiaries and unconsolidated joint ventures | | | 0.1 | | | — | | | 0.2 | | | -16.7 | | | 16.4 | | | — |
Intangible assets, net | | | — | | | — | | | -0.2 | | | 0.2 | | | — | | | — |
Other long-term assets | | | -0.1 | | | — | | | — | | | -0.2 | | | 0.3 | | | — |
| | | | | | | | | Total assets | | $ | 27.4 | | $ | — | | $ | -315.7 | | $ | -278.3 | | $ | 566.6 | | $ | — |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | |
| Accounts payable and subcontractors payable, including retentions | | | 0.1 | | | — | | | -0.1 | | | — | | | — | | | — |
| Accrued salaries and employee benefits | | | -0.1 | | | — | | | 0.1 | | | — | | | — | | | — |
| Billings in excess of costs and accrued earnings on contracts | | | — | | | — | | | -0.1 | | | — | | | 0.1 | | | — |
| Intercompany accounts payable | | | 27.4 | | | — | | | -315.7 | | | -261.7 | | | 550 | | | — |
| Short-term intercompany notes payable | | | — | | | — | | | — | | | -577.6 | | | 577.6 | | | — |
| Other current liabilities | | | 0.1 | | | — | | | -0.1 | | | 4 | | | -4 | | | — |
| | | | | Total current liabilities | | | 27.5 | | | — | | | -315.9 | | | -835.3 | | | 1,123.70 | | | — |
Deferred tax liabilities | | | — | | | — | | | -0.1 | | | 0.1 | | | — | | | — |
Long-term intercompany notes payable | | | — | | | — | | | — | | | 577.6 | | | -577.6 | | | — |
Other long-term liabilities | | | -0.1 | | | — | | | 0.1 | | | — | | | — | | | — |
| | | | | | | Total liabilities | | | 27.4 | | | — | | | -315.9 | | | -257.6 | | | 546.1 | | | — |
URS stockholders' equity | | | 0 | | | — | | | 0.2 | | | -20.7 | | | 20.5 | | | — |
| | | | | Total URS stockholders' equity | | | — | | | — | | | 0.2 | | | -20.7 | | | 20.5 | | | — |
| | | | | | | Total stockholders' equity | | | — | | | — | | | 0.2 | | | -20.7 | | | 20.5 | | | — |
| | | | | | | | | Total liabilities and stockholders' equity | | $ | 27.4 | | $ | — | | $ | -315.7 | | $ | -278.3 | | $ | 566.6 | | $ | — |
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| | | | | | | | | | | As of December 28, 2012 |
(in millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
As Restated | | | | | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 14.4 | | $ | — | | $ | 16.3 | | $ | 285.4 | | $ | -1.6 | | $ | 314.5 |
| Accounts receivable, including retentions | | | — | | | — | | | 771.3 | | | 811.8 | | | -28.3 | | | 1,554.80 |
| Costs and accrued earnings in excess of billings on contracts | | | — | | | — | | | 876.9 | | | 515.7 | | | -8.3 | | | 1,384.30 |
| Less receivable allowances | | | — | | | — | | | -29.1 | | | -40.6 | | | — | | | -69.7 |
| | | Net accounts receivable | | | — | | | — | | | 1,619.10 | | | 1,286.90 | | | -36.6 | | | 2,869.40 |
| Intercompany accounts receivable | | | 1,793.20 | | | 22.4 | | | 3,933.10 | | | 1,269.00 | | | -7,017.70 | | | — |
| Deferred tax assets | | | 6.8 | | | — | | | 60.3 | | | 0.5 | | | — | | | 67.6 |
| Inventory | | | — | | | — | | | 5.5 | | | 56 | | | — | | | 61.5 |
| Other current assets | | | 38.2 | | | — | | | 65.5 | | | 111.3 | | | -10.8 | | | 204.2 |
| | | | | Total current assets | | | 1,852.60 | | | 22.4 | | | 5,699.80 | | | 3,009.10 | | | -7,066.70 | | | 3,517.20 |
Investments in and advances to subsidiaries and unconsolidated joint ventures | | | 5,823.50 | | | 20.7 | | | 2,036.30 | | | 242.2 | | | -7,844.40 | | | 278.3 |
Property and equipment at cost, net | | | 26.9 | | | — | | | 159.7 | | | 500.9 | | | — | | | 687.5 |
Intangible assets, net | | | 0.2 | | | — | | | 223.3 | | | 468.7 | | | — | | | 692.2 |
Goodwill | | | — | | | — | | | 2,029.10 | | | 1,692.50 | | | — | | | 3,721.60 |
Other long-term assets | | | 22.3 | | | — | | | 231.3 | | | 115.1 | | | -4.5 | | | 364.2 |
| | | | | | | | | Total assets | | $ | 7,725.50 | | $ | 43.1 | | $ | 10,379.50 | | $ | 6,028.50 | | $ | -14,915.60 | | $ | 9,261.00 |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | |
| Current portion of long-term debt | | $ | 18.9 | | $ | — | | $ | 10 | | $ | 42.9 | | $ | — | | $ | 71.8 |
| Accounts payable and subcontractors payable, including retentions | | | 4.2 | | | — | | | 382.7 | | | 454.8 | | | -38.2 | | | 803.5 |
| Accrued salaries and employee benefits | | | 41 | | | — | | | 362.7 | | | 155.1 | | | — | | | 558.8 |
| Billings in excess of costs and accrued earnings on contracts | | | — | | | — | | | 146.3 | | | 143 | | | -0.2 | | | 289.1 |
| Intercompany accounts payable | | | 3,165.70 | | | 14.7 | | | 2,793.40 | | | 1,043.90 | | | -7,017.70 | | | — |
| Short-term intercompany notes payable | | | 14.3 | | | — | | | 20 | | | 21.6 | | | -55.9 | | | — |
| Other current liabilities | | | 59.5 | | | 8.6 | | | 146.2 | | | 78 | | | -14.5 | | | 277.8 |
| | | | | Total current liabilities | | | 3,303.60 | | | 23.3 | | | 3,861.30 | | | 1,939.30 | | | -7,126.50 | | | 2,001.00 |
Long-term debt | | | 952.2 | | | 699.6 | | | 16.9 | | | 323.8 | | | — | | | 1,992.50 |
Deferred tax liabilities | | | — | | | — | | | 299.1 | | | 85.6 | | | -4.8 | | | 379.9 |
Self-insurance reserves | | | — | | | — | | | 18.3 | | | 111.5 | | | — | | | 129.8 |
Pension and post-retirement benefit obligations | | | — | | | — | | | 185.4 | | | 115.5 | | | — | | | 300.9 |
Long-term intercompany notes payable | | | — | | | — | | | 561.7 | | | 1,265.40 | | | -1,827.10 | | | — |
Other long-term liabilities | | | 2.8 | | | — | | | 197.1 | | | 71.1 | | | — | | | 271 |
| | | | | | | Total liabilities | | | 4,258.60 | | | 722.9 | | | 5,139.80 | | | 3,912.20 | | | -8,958.40 | | | 5,075.10 |
URS stockholders' equity | | | 4,044.00 | | | 8 | | | 5,823.50 | | | 2,008.70 | | | -7,840.20 | | | 4,044.00 |
Intercompany notes receivable | | | -577.1 | | | -687.8 | | | -583.8 | | | -34.3 | | | 1,883.00 | | | — |
| | | | | Total URS stockholders' equity | | | 3,466.90 | | | -679.8 | | | 5,239.70 | | | 1,974.40 | | | -5,957.20 | | | 4,044.00 |
Noncontrolling interests | | | — | | | — | | | — | | | 141.9 | | | — | | | 141.9 |
| | | | | | | Total stockholders' equity | | | 3,466.90 | | | -679.8 | | | 5,239.70 | | | 2,116.30 | | | -5,957.20 | | | 4,185.90 |
| | | | | | | | | Total liabilities and stockholders' equity | | $ | 7,725.50 | | $ | 43.1 | | $ | 10,379.50 | | $ | 6,028.50 | | $ | -14,915.60 | | $ | 9,261.00 |
The following is our condensed consolidating financial information, segregating the issuers, guarantor subsidiaries and non-guarantor subsidiaries, as of September 27, 2013 and December 28, 2012, and for the three and nine months ended September 27, 2013 and September 28, 2012. |
| | | | | | | | | | | CONDENSED CONSOLIDATING BALANCE SHEET – UNAUDITED |
| | | | | | | | | | | As of September 27, 2013 |
(in millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
ASSETS | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 115.1 | | $ | — | | $ | 20.1 | | $ | 220.3 | | $ | -41.3 | | $ | 314.2 |
| Accounts receivable, including retentions | | | — | | | — | | | 819.9 | | | 659.7 | | | -14.8 | | | 1,464.80 |
| Costs and accrued earnings in excess of billings on contracts | | | — | | | — | | | 823.6 | | | 644.1 | | | -8 | | | 1,459.70 |
| Less receivable allowances | | | — | | | — | | | -29.2 | | | -33.9 | | | — | | | -63.1 |
| | | Net accounts receivable | | | — | | | — | | | 1,614.30 | | | 1,269.90 | | | -22.8 | | | 2,861.40 |
| Intercompany accounts receivable | | | 783.2 | | | 16.7 | | | 2,822.80 | | | 588.4 | | | -4,211.10 | | | — |
| Deferred tax assets | | | 6.7 | | | — | | | 44.6 | | | — | | | -4.8 | | | 46.5 |
| Inventory | | | — | | | — | | | 0.5 | | | 53.2 | | | — | | | 53.7 |
| Other current assets | | | 45.7 | | | — | | | 71.4 | | | 111.6 | | | -1.5 | | | 227.2 |
| | | | | Total current assets | | | 950.7 | | | 16.7 | | | 4,573.70 | | | 2,243.40 | | | -4,281.50 | | | 3,503.00 |
Investments in and advances to subsidiaries and unconsolidated joint ventures | | | 5,996.20 | | | 43.9 | | | 1,965.50 | | | 205 | | | -7,957.80 | | | 252.8 |
Property and equipment at cost, net | | | 29.5 | | | — | | | 158.9 | | | 442.7 | | | — | | | 631.1 |
Intangible assets, net | | | 0.2 | | | — | | | 196.6 | | | 407.3 | | | — | | | 604.1 |
Goodwill | | | — | | | — | | | 2,029.10 | | | 1,673.90 | | | 0.3 | | | 3,703.30 |
Other long-term assets | | | 22.7 | | | — | | | 296.9 | | | 83.9 | | | -7.5 | | | 396 |
| | | | | | | | | Total assets | | $ | 6,999.30 | | $ | 60.6 | | $ | 9,220.70 | | $ | 5,056.20 | | $ | -12,246.50 | | $ | 9,090.30 |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | |
| Current portion of long-term debt | | $ | 44 | | $ | — | | $ | 9.6 | | $ | 38.6 | | $ | — | | $ | 92.2 |
| Accounts payable and subcontractors payable, including retentions | | | 3.7 | | | — | | | 403.5 | | | 358.5 | | | -68.2 | | | 697.5 |
| Accrued salaries and employee benefits | | | 32.4 | | | — | | | 355.7 | | | 168 | | | — | | | 556.1 |
| Billings in excess of costs and accrued earnings on contracts | | | — | | | — | | | 118.8 | | | 106.3 | | | — | | | 225.1 |
| Intercompany accounts payable | | | 2,370.70 | | | — | | | 1,480.70 | | | 359.7 | | | -4,211.10 | | | 0 |
| Short-term intercompany notes payable | | | 14.3 | | | — | | | 20.5 | | | 21.6 | | | -56.4 | | | — |
| Other current liabilities | | | 68.5 | | | 17.9 | | | 124 | | | 61.8 | | | -14.9 | | | 257.3 |
| | | | | Total current liabilities | | | 2,533.60 | | | 17.9 | | | 2,512.80 | | | 1,114.50 | | | -4,350.60 | | | 1,828.20 |
Long-term debt | | | 915.5 | | | 699.6 | | | 17.1 | | | 270.8 | | | — | | | 1,903.00 |
Deferred tax liabilities | | | — | | | — | | | 329.5 | | | 76.8 | | | -7 | | | 399.3 |
Self-insurance reserves | | | — | | | — | | | 9.4 | | | 122.6 | | | — | | | 132 |
Pension and post-retirement benefit obligations | | | — | | | — | | | 169 | | | 109.5 | | | — | | | 278.5 |
Long-term intercompany notes payable | | | — | | | — | | | 561.1 | | | 1,269.80 | | | -1,830.90 | | | — |
Other long-term liabilities | | | 3.2 | | | — | | | 228.2 | | | 46 | | | — | | | 277.4 |
| | | | | | | Total liabilities | | | 3,452.30 | | | 717.5 | | | 3,827.10 | | | 3,010.00 | | | -6,188.50 | | | 4,818.40 |
URS stockholders' equity | | | 4,123.50 | | | 16.5 | | | 5,996.20 | | | 1,932.60 | | | -7,945.30 | | | 4,123.50 |
Intercompany notes receivable | | | -576.5 | | | -673.4 | | | -602.6 | | | -34.8 | | | 1,887.30 | | | — |
| | | | | Total URS stockholders' equity | | | 3,547.00 | | | -656.9 | | | 5,393.60 | | | 1,897.80 | | | -6,058.00 | | | 4,123.50 |
Noncontrolling interests | | | — | | | — | | | — | | | 148.4 | | | — | | | 148.4 |
| | | | | | | Total stockholders' equity | | | 3,547.00 | | | -656.9 | | | 5,393.60 | | | 2,046.20 | | | -6,058.00 | | | 4,271.90 |
| | | | | | | | | Total liabilities and stockholders' equity | | $ | 6,999.30 | | $ | 60.6 | | $ | 9,220.70 | | $ | 5,056.20 | | $ | -12,246.50 | | $ | 9,090.30 |
| | | | | | | | | | | CONDENSED CONSOLIDATING BALANCE SHEET - As Revised and Restated |
| | | | | | | | | | | As of December 28, 2012 |
(in millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
ASSETS | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 14.4 | | $ | — | | $ | 16.3 | | $ | 285.4 | | $ | -1.6 | | $ | 314.5 |
| Accounts receivable, including retentions | | | — | | | — | | | 771.3 | | | 811.8 | | | -28.3 | | | 1,554.80 |
| Costs and accrued earnings in excess of billings on contracts | | | — | | | — | | | 876.9 | | | 515.7 | | | -8.3 | | | 1,384.30 |
| Less receivable allowances | | | — | | | — | | | -29.1 | | | -40.6 | | | — | | | -69.7 |
| | | Net accounts receivable | | | — | | | — | | | 1,619.10 | | | 1,286.90 | | | -36.6 | | | 2,869.40 |
| Intercompany accounts receivable | | | 1,793.20 | | | 22.4 | | | 3,933.10 | | | 1,269.00 | | | -7,017.70 | | | — |
| Deferred tax assets | | | 6.8 | | | — | | | 60.3 | | | 0.5 | | | — | | | 67.6 |
| Inventory | | | — | | | — | | | 5.5 | | | 56 | | | — | | | 61.5 |
| Other current assets | | | 38.2 | | | — | | | 65.5 | | | 111.3 | | | -10.8 | | | 204.2 |
| | | | | Total current assets | | | 1,852.60 | | | 22.4 | | | 5,699.80 | | | 3,009.10 | | | -7,066.70 | | | 3,517.20 |
Investments in and advances to subsidiaries and unconsolidated joint ventures | | | 5,823.50 | | | 20.7 | | | 2,036.30 | | | 242.2 | | | -7,844.40 | | | 278.3 |
Property and equipment at cost, net | | | 26.9 | | | — | | | 159.7 | | | 500.9 | | | — | | | 687.5 |
Intangible assets, net | | | 0.2 | | | — | | | 223.3 | | | 468.7 | | | — | | | 692.2 |
Goodwill | | | — | | | — | | | 2,029.10 | | | 1,692.50 | | | — | | | 3,721.60 |
Other long-term assets | | | 22.3 | | | — | | | 231.3 | | | 115.1 | | | -4.5 | | | 364.2 |
| | | | | | | | | Total assets | | $ | 7,725.50 | | $ | 43.1 | | $ | 10,379.50 | | $ | 6,028.50 | | $ | -14,915.60 | | $ | 9,261.00 |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | |
| Current portion of long-term debt | | $ | 18.9 | | $ | — | | $ | 10 | | $ | 42.9 | | $ | — | | $ | 71.8 |
| Accounts payable and subcontractors payable, including retentions | | | 4.2 | | | — | | | 382.7 | | | 454.8 | | | -38.2 | | | 803.5 |
| Accrued salaries and employee benefits | | | 41 | | | — | | | 362.7 | | | 155.1 | | | — | | | 558.8 |
| Billings in excess of costs and accrued earnings on contracts | | | — | | | — | | | 146.3 | | | 143 | | | -0.2 | | | 289.1 |
| Intercompany accounts payable | | | 3,165.70 | | | 14.7 | | | 2,793.40 | | | 1,043.90 | | | -7,017.70 | | | — |
| Short-term intercompany notes payable | | | 14.3 | | | — | | | 20 | | | 21.6 | | | -55.9 | | | — |
| Other current liabilities | | | 59.5 | | | 8.6 | | | 146.2 | | | 78 | | | -14.5 | | | 277.8 |
| | | | | Total current liabilities | | | 3,303.60 | | | 23.3 | | | 3,861.30 | | | 1,939.30 | | | -7,126.50 | | | 2,001.00 |
Long-term debt | | | 952.2 | | | 699.6 | | | 16.9 | | | 323.8 | | | — | | | 1,992.50 |
Deferred tax liabilities | | | — | | | — | | | 299.1 | | | 85.6 | | | -4.8 | | | 379.9 |
Self-insurance reserves | | | — | | | — | | | 18.3 | | | 111.5 | | | — | | | 129.8 |
Pension and post-retirement benefit obligations | | | — | | | — | | | 185.4 | | | 115.5 | | | — | | | 300.9 |
Long-term intercompany notes payable | | | — | | | — | | | 561.7 | | | 1,265.40 | | | -1,827.10 | | | — |
Other long-term liabilities | | | 2.8 | | | — | | | 197.1 | | | 71.1 | | | — | | | 271 |
| | | | | | | Total liabilities | | | 4,258.60 | | | 722.9 | | | 5,139.80 | | | 3,912.20 | | | -8,958.40 | | | 5,075.10 |
URS stockholders' equity | | | 4,044.00 | | | 8 | | | 5,823.50 | | | 2,008.70 | | | -7,840.20 | | | 4,044.00 |
Intercompany notes receivable | | | -577.1 | | | -687.8 | | | -583.8 | | | -34.3 | | | 1,883.00 | | | — |
| | | | | Total URS stockholders' equity | | | 3,466.90 | | | -679.8 | | | 5,239.70 | | | 1,974.40 | | | -5,957.20 | | | 4,044.00 |
Noncontrolling interests | | | — | | | — | | | — | | | 141.9 | | | — | | | 141.9 |
| | | | | | | Total stockholders' equity | | | 3,466.90 | | | -679.8 | | | 5,239.70 | | | 2,116.30 | | | -5,957.20 | | | 4,185.90 |
| | | | | | | | | Total liabilities and stockholders' equity | | $ | 7,725.50 | | $ | 43.1 | | $ | 10,379.50 | | $ | 6,028.50 | | $ | -14,915.60 | | $ | 9,261.00 |
| | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS – UNAUDITED |
| | | | | | | | | | | For the Three Months Ended September 27, 2013 |
(in millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | $ | — | | $ | — | | $ | 1,634.80 | | $ | 1,185.10 | | $ | -84.4 | | $ | 2,735.50 |
Cost of revenues | | | — | | | — | | | -1,532.10 | | | -1,111.30 | | | 84.4 | | | -2,559.00 |
General and administrative expenses | | | -15.4 | | | — | | | — | | | 1.1 | | | — | | | -14.3 |
Equity in income (loss) in subsidiaries | | | 77.5 | | | 7.7 | | | 46.2 | | | -5.5 | | | -125.9 | | | — |
Equity in income of unconsolidated joint ventures | | | — | | | — | | | 0.8 | | | 16.3 | | | — | | | 17.1 |
Intercompany royalty and general and administrative charges | | | 39.3 | | | — | | | -35.1 | | | -4.2 | | | — | | | — |
| | | | Operating income (loss) | | | 101.4 | | | 7.7 | | | 114.6 | | | 81.5 | | | -125.9 | | | 179.3 |
Interest expense | | | -8.5 | | | -9.7 | | | -0.2 | | | -4.8 | | | — | | | -23.2 |
Intercompany interest income | | | 2.5 | | | 1 | | | 9.2 | | | 0.4 | | | -13.1 | | | — |
Intercompany interest expense | | | -0.3 | | | — | | | -2.7 | | | -10.1 | | | 13.1 | | | — |
Other income (expenses) | | | — | | | — | | | — | | | 1.6 | | | — | | | 1.6 |
| | | | Income (loss) before income taxes | | | 95.1 | | | -1 | | | 120.9 | | | 68.6 | | | -125.9 | | | 157.7 |
Income tax benefit (expense) | | | -6.3 | | | 3.2 | | | -43.4 | | | 4.2 | | | — | | | -42.3 |
| | | | Net income (loss) including noncontrolling interests | | | 88.8 | | | 2.2 | | | 77.5 | | | 72.8 | | | -125.9 | | | 115.4 |
Noncontrolling interests in income of consolidated subsidiaries | | | — | | | — | | | — | | | -26.6 | | | — | | | -26.6 |
| | | | | | Net income (loss) attributable to URS | | $ | 88.8 | | $ | 2.2 | | $ | 77.5 | | $ | 46.2 | | $ | -125.9 | | $ | 88.8 |
| | | | | | Comprehensive income (loss) attributable to URS | | $ | 116.8 | | $ | 2.2 | | $ | 107.1 | | $ | 71.9 | | $ | -181.2 | | $ | 116.8 |
| | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS – UNAUDITED |
| | | | | | | | | | | For the Three Months Ended September 28, 2012 |
(in millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | $ | — | | $ | — | | $ | 1,680.80 | | $ | 1,354.70 | | $ | -87.9 | | $ | 2,947.60 |
Cost of revenues | | | — | | | — | | | -1,561.40 | | | -1,279.80 | | | 87.9 | | | -2,753.30 |
General and administrative expenses | | | -22.8 | | | — | | | — | | | 0.2 | | | — | | | -22.6 |
Acquisition-related expenses | | | 0.8 | | | — | | | — | | | — | | | — | | | 0.8 |
Equity in income (loss) in subsidiaries | | | 109.2 | | | 8.5 | | | 72.3 | | | 3.6 | | | -193.6 | | | — |
Equity in income of unconsolidated joint ventures | | | — | | | — | | | 10.6 | | | 20.5 | | | — | | | 31.1 |
Intercompany royalty and general and administrative charges | | | 35.4 | | | — | | | -32.9 | | | -2.5 | | | — | | | — |
| | | | Operating income (loss) | | | 122.6 | | | 8.5 | | | 169.4 | | | 96.7 | | | -193.6 | | | 203.6 |
Interest expense | | | -21.7 | | | 4.7 | | | 0.1 | | | -3.6 | | | — | | | -20.5 |
Intercompany interest income | | | 2.5 | | | 1.1 | | | 8.4 | | | -0.2 | | | -11.8 | | | — |
Intercompany interest expense | | | -0.3 | | | — | | | -2.2 | | | -9.3 | | | 11.8 | | | — |
Other income (expenses) | | | — | | | — | | | — | | | 10.8 | | | — | | | 10.8 |
| | | | Income (loss) before income taxes | | | 103.1 | | | 14.3 | | | 175.7 | | | 94.4 | | | -193.6 | | | 193.9 |
Income tax benefit (expense) | | | 3.6 | | | -2.2 | | | -66.5 | | | -1 | | | — | | | -66.1 |
| | | | Net income (loss) including noncontrolling interests | | | 106.7 | | | 12.1 | | | 109.2 | | | 93.4 | | | -193.6 | | | 127.8 |
Noncontrolling interests in income of consolidated subsidiaries | | | — | | | — | | | — | | | -21.1 | | | — | | | -21.1 |
| | | | | | Net income (loss) attributable to URS | | $ | 106.7 | | $ | 12.1 | | $ | 109.2 | | $ | 72.3 | | $ | -193.6 | | $ | 106.7 |
| | | | | | Comprehensive income (loss) attributable to URS | | $ | 167 | | $ | 12.1 | | $ | 171.8 | | $ | 141.4 | | $ | -325.3 | | $ | 167 |
| | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS – UNAUDITED |
| | | | | | | | | | | For the Nine Months Ended September 27, 2013 |
(In millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | $ | — | | $ | — | | $ | 4,961.80 | | $ | 3,620.20 | | $ | -252 | | $ | 8,330.00 |
Cost of revenues | | | — | | | — | | | -4,616.90 | | | -3,487.00 | | | 252 | | | -7,851.90 |
General and administrative expense | | | -61.4 | | | — | | | — | | | 1.5 | | | — | | | -59.9 |
Equity in income (loss) in subsidiaries | | | 209.7 | | | 23.1 | | | 55.2 | | | -14.8 | | | -273.2 | | | — |
Equity in income of unconsolidated joint ventures | | | — | | | — | | | 5.5 | | | 53.6 | | | — | | | 59.1 |
Intercompany royalty and general and administrative charges | | | 108 | | | — | | | -93.8 | | | -14.2 | | | — | | | — |
| | | | Operating income (loss) | | | 256.3 | | | 23.1 | | | 311.8 | | | 159.3 | | | -273.2 | | | 477.3 |
Interest expense | | | -24.4 | | | -26.4 | | | -0.6 | | | -14.4 | | | — | | | -65.8 |
Intercompany interest income | | | 7.4 | | | 2.8 | | | 27.1 | | | 1.1 | | | -38.4 | | | — |
Intercompany interest expense | | | -0.8 | | | — | | | -7.7 | | | -29.9 | | | 38.4 | | | — |
Other income (expense) | | | — | | | — | | | — | | | -4.2 | | | — | | | -4.2 |
| | | | Income (loss) before income taxes | | | 238.5 | | | -0.5 | | | 330.6 | | | 111.9 | | | -273.2 | | | 407.3 |
Income tax benefit (expense) | | | -10.5 | | | 8.8 | | | -120.9 | | | -0.8 | | | — | | | -123.4 |
| | | | Net income (loss) including noncontrolling interests | | | 228 | | | 8.3 | | | 209.7 | | | 111.1 | | | -273.2 | | | 283.9 |
Noncontrolling interests in income of consolidated subsidiaries | | | — | | | — | | | — | | | -55.9 | | | — | | | -55.9 |
| | | | | | Net income (loss) attributable to URS | | $ | 228 | | $ | 8.3 | | $ | 209.7 | | $ | 55.2 | | $ | -273.2 | | $ | 228 |
| | | | | | Comprehensive income (loss) attributable to URS | | $ | 186.6 | | $ | 8.3 | | $ | 173.7 | | $ | 5.2 | | $ | -187.2 | | $ | 186.6 |
| | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS – UNAUDITED |
| | | | | | | | | | | For the Nine Months Ended September 28, 2012 |
(In millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | $ | — | | $ | — | | $ | 5,124.00 | | $ | 3,170.70 | | $ | -294.9 | | $ | 7,999.80 |
Cost of revenues | | | — | | | — | | | -4,770.90 | | | -3,008.00 | | | 294.9 | | | -7,484.00 |
General and administrative expense | | | -61.3 | | | — | | | — | | | -0.7 | | | — | | | -62 |
Acquisition-related expense | | | -7.4 | | | — | | | — | | | -8.7 | | | — | | | -16.1 |
Equity in income (loss) in subsidiaries | | | 240.4 | | | 12.9 | | | 103.4 | | | 1 | | | -357.7 | | | — |
Equity in income of unconsolidated joint ventures | | | — | | | — | | | 17 | | | 59.8 | | | — | | | 76.8 |
Intercompany royalty and general and administrative charges | | | 108.5 | | | — | | | -98.9 | | | -9.6 | | | — | | | — |
| | | | Operating income (loss) | | | 280.2 | | | 12.9 | | | 374.6 | | | 204.5 | | | -357.7 | | | 514.5 |
Interest expense | | | -44.1 | | | — | | | -0.4 | | | -6.5 | | | — | | | -51 |
Intercompany interest income | | | 5.1 | | | 1.6 | | | 12.9 | | | 1.6 | | | -21.2 | | | — |
Intercompany interest expense | | | -1.1 | | | — | | | -4.6 | | | -15.5 | | | 21.2 | | | — |
Other income (expense) | | | -0.3 | | | — | | | — | | | 4.4 | | | — | | | 4.1 |
| | | | Income (loss) before income taxes | | | 239.8 | | | 14.5 | | | 382.5 | | | 188.5 | | | -357.7 | | | 467.6 |
Income tax benefit (expense) | | | 0.2 | | | -0.6 | | | -142.1 | | | -12.7 | | | — | | | -155.2 |
| | | | Net income (loss) including noncontrolling interests | | | 240 | | | 13.9 | | | 240.4 | | | 175.8 | | | -357.7 | | | 312.4 |
Noncontrolling interests in income of consolidated subsidiaries | | | — | | | — | | | — | | | -72.4 | | | — | | | -72.4 |
| | | | | | Net income (loss) attributable to URS | | $ | 240 | | $ | 13.9 | | $ | 240.4 | | $ | 103.4 | | $ | -357.7 | | $ | 240 |
| | | | | | Comprehensive income (loss) attributable to URS | | $ | 289.1 | | $ | 13.9 | | $ | 294.4 | | $ | 163.9 | | $ | -472.2 | | $ | 289.1 |
| | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS – UNAUDITED |
| | | | | | | | | | | For the Nine Months Ended September 27, 2013 |
(in millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash from operating activities | | $ | -75.6 | | $ | -6.3 | | $ | 379.7 | | $ | 101.8 | | $ | -41.3 | | $ | 358.3 |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | |
| Proceeds from disposal of property and equipment | | | — | | | — | | | 1.4 | | | 31.2 | | | — | | | 32.6 |
| Investments in unconsolidated joint ventures | | | — | | | — | | | -0.1 | | | — | | | — | | | -0.1 |
| Changes in restricted cash | | | — | | | — | | | — | | | 4.6 | | | — | | | 4.6 |
| Capital expenditures, less equipment purchased through capital leases and equipment notes | | | -6.2 | | | — | | | -23.3 | | | -38.7 | | | — | | | -68.2 |
| Receipts from intercompany notes receivable | | | — | | | 15.3 | | | — | | | — | | | -15.3 | | | — |
| Other intercompany investing activities | | | 549.4 | | | -9 | | | 676.7 | | | 369.6 | | | -1,586.70 | | | — |
Net cash from investing activities | | | 543.2 | | | 6.3 | | | 654.7 | | | 366.7 | | | -1,602.00 | | | -31.1 |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | |
| Payments on long-term debt | | | — | | | — | | | -3.3 | | | -0.3 | | | — | | | -3.6 |
| Borrowings from revolving line of credit | | | 871 | | | — | | | — | | | 58.4 | | | — | | | 929.4 |
| Payments on revolving line of credit | | | -871 | | | — | | | — | | | -116.2 | | | — | | | -987.2 |
| Net borrowings (payments) under foreign lines of credit and short-term notes | | | -16.1 | | | — | | | -0.1 | | | -4.9 | | | — | | | -21.1 |
| Net change in overdrafts | | | — | | | — | | | -50.7 | | | -6 | | | 1.6 | | | -55.1 |
| Payments on capital lease obligations | | | -0.6 | | | — | | | -3.5 | | | -9.8 | | | — | | | -13.9 |
| Excess tax benefits from stock-based compensation | | | 1.6 | | | — | | | — | | | — | | | — | | | 1.6 |
| Proceeds from employee stock purchases and exercises of stock options | | | 14.6 | | | — | | | — | | | — | | | — | | | 14.6 |
| Distributions to noncontrolling interests | | | — | | | — | | | — | | | -49.2 | | | — | | | -49.2 |
| Dividends paid | | | -46.8 | | | — | | | — | | | — | | | — | | | -46.8 |
| Repurchases of common stock | | | -93.3 | | | — | | | — | | | — | | | — | | | -93.3 |
| Intercompany notes repayments | | | — | | | — | | | — | | | -15.3 | | | 15.3 | | | — |
| Other intercompany financing activities | | | -226.3 | | | — | | | -973 | | | -387.4 | | | 1,586.70 | | | — |
Net cash from financing activities | | | -366.9 | | | — | | | -1,030.60 | | | -530.7 | | | 1,603.60 | | | -324.6 |
Net change in cash and cash equivalents | | | 100.7 | | | — | | | 3.8 | | | -62.2 | | | -39.7 | | | 2.6 |
Effect of foreign exchange rate changes on cash and cash equivalents | | | — | | | — | | | — | | | -2.9 | | | — | | | -2.9 |
Cash and cash equivalents at beginning of period | | | 14.4 | | | — | | | 16.3 | | | 285.4 | | | -1.6 | | | 314.5 |
Cash and cash equivalents at end of period | | $ | 115.1 | | $ | — | | $ | 20.1 | | $ | 220.3 | | $ | -41.3 | | $ | 314.2 |
| | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS – UNAUDITED |
| | | | | | | | | | | For the Nine Months Ended September 28, 2012 |
(in millions) | | Issuer Parent | | Issuer Fox LP | | Guarantors | | Non- Guarantors | | Eliminations | | Consolidated |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash from operating activities | | $ | 51.7 | | $ | -0.6 | | $ | 55.4 | | $ | 165.1 | | $ | 27.5 | | $ | 299.1 |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | |
| Payments for business acquisitions, net of cash acquired | | | — | | | — | | | — | | | -1,345.70 | | | — | | | -1,345.70 |
| Proceeds from disposal of property and equipment | | | — | | | — | | | 1.4 | | | 15.8 | | | — | | | 17.2 |
| Payments in settlement of foreign currency forward contracts | | | -1,260.60 | | | — | | | — | | | — | | | — | | | -1,260.60 |
| Receipts in settlement of foreign currency forward contracts | | | 1,260.30 | | | — | | | — | | | — | | | — | | | 1,260.30 |
| Investments in unconsolidated joint ventures | | | — | | | — | | | -4.3 | | | -1.1 | | | — | | | -5.4 |
| Changes in restricted cash | | | — | | | — | | | — | | | 3.8 | | | — | | | 3.8 |
| Capital expenditures, less equipment purchased through capital leases and equipment notes | | | -8.4 | | | — | | | -30 | | | -63.4 | | | — | | | -101.8 |
| Dividends received | | | — | | | — | | | 0.1 | | | — | | | -0.1 | | | — |
| Investments in intercompany notes receivable | | | -555 | | | -800 | | | -555 | | | — | | | 1,910.00 | | | — |
| Receipts from intercompany notes receivable | | | 97.8 | | | — | | | — | | | 30 | | | -127.8 | | | — |
| Other intercompany investing activities | | | -670.3 | | | 0.6 | | | 73 | | | 171.3 | | | 425.4 | | | — |
Net cash from investing activities | | | -1,136.20 | | | -799.4 | | | -514.8 | | | -1,189.30 | | | 2,207.50 | | | -1,432.20 |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | |
| Borrowings from long-term debt | | | 198.9 | | | 800 | | | — | | | — | | | — | | | 998.9 |
| Payments on long-term debt | | | — | | | — | | | -4.3 | | | -0.1 | | | — | | | -4.4 |
| Borrowings from revolving line of credit | | | 560 | | | — | | | — | | | — | | | — | | | 560 |
| Payments on revolving line of credit | | | -433.6 | | | — | | | — | | | — | | | — | | | -433.6 |
| Net payments under foreign lines of credit and short-term notes | | | -0.6 | | | — | | | -0.1 | | | -12 | | | — | | | -12.7 |
| Net change in overdrafts | | | 75.7 | | | — | | | -0.7 | | | 4.8 | | | -75.7 | | | 4.1 |
| Payments on capital lease obligations | | | -0.6 | | | — | | | -3.7 | | | -5.8 | | | — | | | -10.1 |
| Payments of debt issuance costs | | | -8.8 | | | — | | | — | | | — | | | — | | | -8.8 |
| Proceeds from employee stock purchases and exercises of stock options | | | 7.7 | | | — | | | — | | | — | | | — | | | 7.7 |
| Distributions to noncontrolling interests | | | — | | | — | | | — | | | -51.9 | | | — | | | -51.9 |
| Contributions and advances from noncontrolling interests | | | — | | | — | | | 0.1 | | | 2.2 | | | — | | | 2.3 |
| Dividends paid | | | -29.8 | | | — | | | — | | | -0.1 | | | 0.1 | | | -29.8 |
| Repurchases of common stock | | | -40 | | | — | | | — | | | — | | | — | | | -40 |
| Intercompany notes borrowings | | | — | | | — | | | 555 | | | 1,355.00 | | | -1,910.00 | | | — |
| Intercompany notes repayments | | | -30 | | | — | | | — | | | -97.8 | | | 127.8 | | | — |
| Other intercompany financing activities | | | 743.4 | | | — | | | -95.1 | | | -222.9 | | | -425.4 | | | — |
Net cash from financing activities | | | 1,042.30 | | | 800 | | | 451.2 | | | 971.4 | | | -2,283.20 | | | 981.7 |
Net change in cash and cash equivalents | | | -42.2 | | | 0 | | | -8.2 | | | -52.8 | | | -48.2 | | | -151.4 |
Effect of foreign exchange rate changes on cash and cash equivalents | | | — | | | — | | | — | | | 4.6 | | | — | | | 4.6 |
Cash and cash equivalents at beginning of period | | | 193.8 | | | — | | | 24.4 | | | 294.5 | | | -76.7 | | | 436 |
Cash and cash equivalents at end of period | | $ | 151.6 | | $ | 0 | | $ | 16.2 | | $ | 246.3 | | $ | -124.9 | | $ | 289.2 |