Guarantor and Non-Guarantor Financial Information | 21. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION As of June 30, 2015, the Company’s 2022 Notes are guaranteed, fully and unconditionally, as well as jointly and severally, by its Guarantor Subsidiaries. There are no significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. The following condensed supplemental consolidating financial information presents the results of operations, financial position and cash flows of the parent company, its Guarantor Subsidiaries, its non-guarantor subsidiaries and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of June 30, 2015 and 2014, and for the three and six months ended June 30, 2015, and 2014. The equity method has been used with respect to investments in subsidiaries. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Condensed Supplemental Consolidating Balance Sheet June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 12,116 $ 1 $ 32,447 $ — $ 44,564 Investments — — 9,004 — 9,004 Accounts receivable, net — 147,932 24,867 — 172,799 Inventories, net — 485,226 128,050 — 613,276 Deferred income taxes 5,129 22,388 8,377 — 35,894 Prepaid expenses and other current assets 13,821 6,574 20,801 (17,158 ) 24,038 Total current assets 31,066 662,121 223,546 (17,158 ) 899,575 Property, plant, and equipment, net 28,031 427,758 93,559 — 549,348 Goodwill — 1,467,185 193,469 — 1,660,654 Investment in subsidiaries 2,334,531 512,067 — (2,846,598 ) — Intercompany accounts receivable (payable), net 706,006 (639,359 ) (66,647 ) — — Deferred income taxes 12,913 — — (12,913 ) — Intangible and other assets, net 55,194 485,555 166,762 — 707,511 Total assets $ 3,167,741 $ 2,915,327 $ 610,689 $ (2,876,669 ) $ 3,817,088 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 15,886 $ 243,208 $ 37,370 $ (17,158 ) $ 279,306 Current portion of long-term debt 13,000 1,686 2,209 — 16,895 Total current liabilities 28,886 244,894 39,579 (17,158 ) 296,201 Long-term debt 1,325,000 1,019 2,857 — 1,328,876 Deferred income taxes — 290,428 41,137 (12,913 ) 318,652 Other long-term liabilities 9,092 44,455 15,049 — 68,596 Stockholders’ equity 1,804,763 2,334,531 512,067 (2,846,598 ) 1,804,763 Total liabilities and stockholders’ equity $ 3,167,741 $ 2,915,327 $ 610,689 $ (2,876,669 ) $ 3,817,088 Condensed Supplemental Consolidating Balance Sheet December 31, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 18,706 $ 2 $ 33,273 $ — $ 51,981 Investments — — 9,148 — 9,148 Accounts receivable, net 46 185,202 48,408 — 233,656 Inventories, net — 471,189 122,909 — 594,098 Deferred income taxes 8,361 19,196 8,007 — 35,564 Prepaid expenses and other current assets 32,849 5,947 12,812 (26,619 ) 24,989 Total current assets 59,962 681,536 234,557 (26,619 ) 949,436 Property, plant, and equipment, net 28,411 416,104 99,263 — 543,778 Goodwill — 1,464,999 202,986 — 1,667,985 Investment in subsidiaries 2,269,325 534,326 — (2,803,651 ) — Intercompany accounts receivable (payable), net 840,606 (771,836 ) (68,770 ) — — Deferred income taxes 12,217 — — (12,217 ) — Intangible and other assets, net 55,826 503,289 182,690 — 741,805 Total assets $ 3,266,347 $ 2,828,418 $ 650,726 $ (2,842,487 ) $ 3,903,004 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 48,002 $ 224,352 $ 51,125 $ (26,619 ) $ 296,860 Current portion of long-term debt 10,500 1,595 2,278 — 14,373 Total current liabilities 58,502 225,947 53,403 (26,619 ) 311,233 Long-term debt 1,439,500 2,027 3,961 — 1,445,488 Deferred income taxes — 289,257 42,414 (12,217 ) 319,454 Other long-term liabilities 9,088 41,862 16,622 — 67,572 Stockholders’ equity 1,759,257 2,269,325 534,326 (2,803,651 ) 1,759,257 Total liabilities and stockholders’ equity $ 3,266,347 $ 2,828,418 $ 650,726 $ (2,842,487 ) $ 3,903,004 Condensed Supplemental Consolidating Statement of Income Three Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 697,428 $ 135,762 $ (73,982 ) $ 759,208 Cost of sales — 555,973 125,846 (73,982 ) 607,837 Gross profit — 141,455 9,916 — 151,371 Selling, general and administrative expense 15,276 56,416 9,472 — 81,164 Amortization 2,044 10,154 3,353 — 15,551 Other operating income, net — 135 — — 135 Operating (loss) income (17,320 ) 74,750 (2,909 ) — 54,521 Interest expense 10,900 165 1,778 (1,471 ) 11,372 Interest income (1 ) (1,471 ) (193 ) 1,471 (194 ) Other expense (income), net 2 (3,295 ) (1,151 ) — (4,444 ) (Loss) income before income taxes (28,221 ) 79,351 (3,343 ) — 47,787 Income taxes (benefit) (10,777 ) 28,360 (1,158 ) — 16,425 Equity in net income (loss) of subsidiaries 48,806 (2,185 ) — (46,621 ) — Net income (loss) $ 31,362 $ 48,806 $ (2,185 ) $ (46,621 ) $ 31,362 Condensed Supplemental Consolidating Statement of Income Three Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 537,886 $ 154,221 $ (64,147 ) $ 627,960 Cost of sales — 421,380 135,050 (64,147 ) 492,283 Gross profit — 116,506 19,171 — 135,677 Selling, general and administrative expense 17,333 50,695 12,176 — 80,204 Amortization 1,411 5,953 3,168 — 10,532 Other operating income, net — 356 9 — 365 Operating (loss) income (18,744 ) 59,502 3,818 — 44,576 Interest expense 8,776 201 4,464 (4,440 ) 9,001 Interest income — (4,444 ) (409 ) 4,440 (413 ) Loss on extinguishment of debt 5,259 — — — 5,259 Other expense (income), net 9 (2,399 ) (621 ) — (3,011 ) (Loss) income before income taxes (32,788 ) 66,144 384 — 33,740 Income taxes (benefit) (12,641 ) 24,442 180 — 11,981 Equity in net income (loss) of subsidiaries 41,906 204 — (42,110 ) — Net income (loss) $ 21,759 $ 41,906 $ 204 $ (42,110 ) $ 21,759 Condensed Supplemental Consolidating Statement of Income Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,405,006 $ 283,904 $ (146,557 ) $ 1,542,353 Cost of sales — 1,129,459 255,643 (146,557 ) 1,238,545 Gross profit — 275,547 28,261 — 303,808 Selling, general and administrative expense 33,041 117,357 20,964 — 171,362 Amortization 3,871 20,214 6,794 — 30,879 Other operating expense, net — 350 — — 350 Operating (loss) income (36,912 ) 137,626 503 — 101,217 Interest expense 22,430 290 3,260 (2,916 ) 23,064 Interest income (1,431 ) (2,916 ) (532 ) 2,916 (1,963 ) Other expense (income), net (2 ) 5,848 682 — 6,528 (Loss) income before income taxes (57,909 ) 134,404 (2,907 ) — 73,588 Income taxes (benefit) (22,113 ) 47,452 (965 ) — 24,374 Equity in net income (loss) of subsidiaries 85,010 (1,942 ) — (83,068 ) — Net income (loss) $ 49,214 $ 85,010 $ (1,942 ) $ (83,068 ) $ 49,214 Condensed Supplemental Consolidating Statement of Income Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,073,048 $ 283,186 $ (109,371 ) $ 1,246,863 Cost of sales — 843,280 244,286 (109,371 ) 978,195 Gross profit — 229,768 38,900 — 268,668 Selling, general and administrative expense 31,392 96,728 23,869 — 151,989 Amortization 2,923 11,728 5,915 — 20,566 Other operating expense, net — 1,217 21 — 1,238 Operating (loss) income (34,315 ) 120,095 9,095 — 94,875 Interest expense 19,465 385 8,300 (8,276 ) 19,874 Interest income — (8,304 ) (553 ) 8,276 (581 ) Loss on extinguishment of debt 21,944 — — — 21,944 Other expense (income), net 9 (715 ) 561 — (145 ) (Loss) income before income taxes (75,733 ) 128,729 787 — 53,783 Income taxes (benefit) (29,933 ) 47,289 346 — 17,702 Equity in net income (loss) of subsidiaries 81,881 441 — (82,322 ) — Net income (loss) $ 36,081 $ 81,881 $ 441 $ (82,322 ) $ 36,081 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 31,362 $ 48,806 $ (2,185 ) $ (46,621 ) $ 31,362 Other comprehensive income: Foreign currency translation adjustments — — 6,219 — 6,219 Pension and postretirement reclassification adjustment, net of tax — 256 — — 256 Other comprehensive income — 256 6,219 — 6,475 Equity in other comprehensive income (loss) of subsidiaries 6,475 6,219 — (12,694 ) — Comprehensive income (loss) $ 37,837 $ 55,281 $ 4,034 $ (59,315 ) $ 37,837 Condensed Supplemental Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 21,759 $ 41,906 $ 204 $ (42,110 ) $ 21,759 Other comprehensive income: Foreign currency translation adjustments — 4,768 6,138 — 10,906 Pension and postretirement reclassification adjustment, net of tax — 103 — — 103 Other comprehensive income — 4,871 6,138 — 11,009 Equity in other comprehensive income (loss) of subsidiaries 11,009 6,138 — (17,147 ) — Comprehensive income (loss) $ 32,768 $ 52,915 $ 6,342 $ (59,257 ) $ 32,768 Condensed Supplemental Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 49,214 $ 85,010 $ (1,942 ) $ (83,068 ) $ 49,214 Other comprehensive (loss) income: Foreign currency translation adjustments — — (20,318 ) — (20,318 ) Pension and postretirement reclassification adjustment, net of tax — 512 — — 512 Other comprehensive (loss) income — 512 (20,318 ) — (19,806 ) Equity in other comprehensive (loss) income of subsidiaries (19,806 ) (20,318 ) — 40,124 — Comprehensive income (loss) $ 29,408 $ 65,204 $ (22,260 ) $ (42,944 ) $ 29,408 Condensed Supplemental Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 36,081 $ 81,881 $ 441 $ (82,322 ) $ 36,081 Other comprehensive (loss) income: Foreign currency translation adjustments — (438 ) (563 ) — (1,001 ) Pension and postretirement reclassification adjustment, net of tax — 206 — — 206 Other comprehensive (loss) income — (232 ) (563 ) — (795 ) Equity in other comprehensive (loss) income of subsidiaries (795 ) (563 ) — 1,358 — Comprehensive income (loss) $ 35,286 $ 81,086 $ (122 ) $ (80,964 ) $ 35,286 Condensed Supplemental Consolidating Statement of Cash Flows Six Months Ended June 30, 2015 (In thousands) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities $ 31,490 $ 200,853 $ (988 ) $ (82,556 ) $ 148,799 Cash flows from investing activities: Additions to property, plant, and equipment (599 ) (32,820 ) (5,706 ) — (39,125 ) Additions to other intangible assets (5,819 ) (738 ) (126 ) — (6,683 ) Intercompany transfer (11,587 ) (86,612 ) 515 97,684 — Proceeds from sale of fixed assets — 140 40 — 180 Purchase of investments — — (311 ) — (311 ) Net cash (used in) provided by investing activities (18,005 ) (120,030 ) (5,588 ) 97,684 (45,939 ) Cash flows from financing activities: Borrowings under Revolving Credit Facility 40,000 — — — 40,000 Payments under Revolving Credit Facility (148,000 ) — — — (148,000 ) Payments on capitalized lease obligations and other debt — (917 ) (1,100 ) — (2,017 ) Payments on Term Loan and Acquisition Term Loan (4,000 ) — — — (4,000 ) Intercompany transfer 86,230 (79,907 ) 8,805 (15,128 ) — Net receipts related to stock-based award activities 1,112 — — — 1,112 Excess tax benefits from stock-based compensation 4,583 — — — 4,583 Net cash provided by (used in) financing activities (20,075 ) (80,824 ) 7,705 (15,128 ) (108,322 ) Effect of exchange rate changes on cash and cash equivalents — — (1,955 ) — (1,955 ) (Decrease) increase in cash and cash equivalents (6,590 ) (1 ) (826 ) — (7,417 ) Cash and cash equivalents, beginning of period 18,706 2 33,273 — 51,981 Cash and cash equivalents, end of period $ 12,116 $ 1 $ 32,447 $ — $ 44,564 Condensed Supplemental Consolidating Statement of Cash Flows Six Months Ended June 30, 2014 (In thousands) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 73,621 $ 102,402 $ 7,668 $ (100,298 ) $ 83,393 Cash flows from investing activities: Additions to property, plant, and equipment (287 ) (23,233 ) (6,969 ) — (30,489 ) Additions to other intangible assets (5,166 ) (234 ) — — (5,400 ) Intercompany transfer (173,924 ) 231,047 — (57,123 ) — Acquisitions, less cash acquired — (144,147 ) 3,312 — (140,835 ) Proceeds from sale of fixed assets — 130 397 — 527 Purchase of investments — — (353 ) — (353 ) Proceeds from sale of investments — — 63 — 63 Net cash used in (provided by) investing activities (179,377 ) 63,563 (3,550 ) (57,123 ) (176,487 ) Cash flows from financing activities: Borrowings under Revolving Credit Facility 467,300 — — — 467,300 Payments under Revolving Credit Facility (693,300 ) — (312 ) — (693,612 ) Proceeds from issuance of Term Loan 300,000 — — — 300,000 Proceeds from issuance of 2022 Notes 400,000 — — — 400,000 Payments on 2018 Notes (400,000 ) — — — (400,000 ) Payments on capitalized lease obligations and other debt — (880 ) — — (880 ) Payments of deferred financing costs (12,869 ) — — — (12,869 ) Payment of debt premium for extinguishment of debt (16,693 ) — — — (16,693 ) Intercompany transfer 19,958 (165,127 ) (12,252 ) 157,421 — Net receipts related to stock-based award activities 9,411 — — — 9,411 Excess tax benefits from stock-based compensation 8,681 — — — 8,681 Net cash provided by (used in) financing activities 82,488 (166,007 ) (12,564 ) 157,421 61,338 Effect of exchange rate changes on cash and cash equivalents — — 2,294 — 2,294 Decrease in cash and cash equivalents (23,268 ) (42 ) (6,152 ) — (29,462 ) Cash and cash equivalents, beginning of period 23,268 43 23,164 — 46,475 Cash and cash equivalents, end of period $ — $ 1 $ 17,012 $ — $ 17,013 |