Condensed Consolidating Financial Statements

12 Months Ended

Dec. 31, 2019

Condensed Financial Information Disclosure [Abstract]

Condensed Consolidating Financial Statements

e Company’s senior unsecured notes are unconditionally guaranteed by certain of the Company’s subsidiaries (the “Guarantor

Subsidiaries”) and are not secured by our other subsidiaries (the “Non-Guarantor Subsidiaries”). The Guarantor Subsidiaries are 100% owned, all guarantees are full and unconditional, and all guarantees are joint and several. As a result of the guarantee arrangements, we are required to present condensed consolidating financial statements.

The condensed consolidating financial statements reflect the investments in subsidiaries of the Company using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

Condensed consolidating financial statements of the Company, its Guarantor Subsidiaries and Non-Guarantor Subsidiaries as of December 31, 2019 and December 31, 2018 and for the years ended December 31, 2019, 2018 and 2017 are shown on the following pages.

Condensed Consolidating Balance Sheets

As of December 31, 2019

(In millions)

(Amounts in millions)	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	1.2		$	17.5	$	18.6	$	—		$	37.3
Short-term investments	—			—		2.9		—			2.9
Accounts and notes receivable, net	—			53.5		424.3		—			477.8
Inventories, net	—			477.2		68.7		(1.8		)	544.1
Other assets	4.4			40.7		48.4		(34.7		)	58.8
Total current assets	5.6			588.9		562.9		(36.5		)	1,120.9
Property, plant and equipment, net	—			388.8		56.6		—			445.4
Right-of-use assets from operating leases	—			158.9		22.7		—			181.6
Goodwill	—			166.2		20.3		—			186.5
Investment in subsidiaries	2,128.9			390.6		50.2		(2,569.7		)	—
Deferred income taxes	4.1			5.4		24.2		(12.2		)	21.5
Other assets, net	1.6			61.9		1.3		14.2			79.0
Intercompany (payables) receivables, net	(1,453.6		)	1,114.6		167.1		171.9			—
Total assets	$	686.6		$	2,875.3	$	905.3	$	(2,432.3	)	$	2,034.9
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Current maturities of long-term debt	29.4			6.4		286.1		—			321.9
Current operating lease liabilities	—			45.5		7.2		—			52.7
Accounts payable	29.7			296.5		46.2		—			372.4
Accrued expenses	4.2			211.2		40.3		—			255.7
Income taxes (receivable) payable	(53.4		)	50.2		54.1		(50.9		)	—
Total current liabilities	9.9			609.8		433.9		(50.9		)	1,002.7
Long-term debt	823.4			23.4		2.5		—			849.3
Long-term operating lease liabilities	—			115.3		15.7		—			131.0
Pensions	—			79.4		8.0		—			87.4
Other liabilities	23.5			104.4		6.8		—			134.7
Total liabilities	856.8			932.3		466.9		(50.9		)	2,205.1
Commitments and contingencies
Total stockholders’ (deficit) equity	(170.2		)	1,943.0		438.4		(2,381.4		)	(170.2		)
Total liabilities and stockholders’ (deficit) equity	$	686.6		$	2,875.3	$	905.3	$	(2,432.3	)	$	2,034.9

Condensed Consolidating Balance Sheets

As of December 31, 2018

(In millions)

(Amounts in millions)	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	1.8		$	15.4	$	29.1		$	—		$	46.3
Accounts and notes receivable, net	—			44.3		428.4			—			472.7
Inventories, net	—			411.4		103.9			(5.5		)	509.8
Other assets	3.3			36.2		54.7			(33.6		)	60.6
Total current assets	5.1			507.3		616.1			(39.1		)	1,089.4
Property, plant and equipment, net	—			293.3		118.6			(3.6		)	408.3
Goodwill	—			166.1		20.5			—			186.6
Investment in subsidiaries	1,311.9			357.8		(0.5		)	(1,669.2		)	—
Deferred income taxes	1.4			54.4		23.4			(12.2		)	67.0
Other assets, net	1.5			48.1		17.8			(1.5		)	65.9
Intercompany (payables) receivables, net	(715.5		)	675.8		142.6			(102.9		)	—
Total assets	$	604.4		$	2,102.8	$	938.5		$	(1,828.5	)	$	1,817.2
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Current maturities of long-term debt	$	29.4		$	2.8	$	268.6		$	—		$	300.8
Accounts payable	25.5			295.7		112.1			—			433.3
Accrued expenses	12.1			213.8		46.4			—			272.3
Income taxes (receivable) payable	(38.5		)	40.6		50.8			(50.8		)	2.1
Total current liabilities	28.5			552.9		477.9			(50.8		)	1,008.5
Long-term debt	724.9			15.0		0.6			—			740.5
Pensions	—			75.1		7.7			—			82.8
Other liabilities	0.6			126.4		8.0			—			135.0
Total liabilities	754.0			769.4		494.2			(50.8		)	1,966.8
Commitments and contingencies
Total stockholders’ (deficit) equity	(149.6		)	1,333.4		444.3			(1,777.7		)	(149.6		)
Total liabilities and stockholders’ (deficit) equity	$	604.4		$	2,102.8	$	938.5		$	(1,828.5	)	$	1,817.2

Condensed Consolidating Statements of Operations and Comprehensive Income

For the Year Ended December 31, 2019

(In millions)

(Amounts in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	—		$	3,479.8		$	555.7		$	(228.3	)	$	3,807.2
Cost of goods sold	—			2,513.2			441.6			(227.4		)	2,727.4
Gross profit	—			966.6			114.1			(0.9		)	1,079.8
Operating expenses:
Selling, general and administrative expenses	—			559.6			26.3			—			585.9
Losses (gains) and other expenses, net	(0.5		)	6.4			2.7			(0.3		)	8.3
Restructuring charges	—			9.3			1.0			—			10.3
Loss (gain), net on sale of businesses and related property	—			2.8			7.8			—			10.6
Gain from insurance recoveries, net of losses incurred	—			(178.8		)	—			—			(178.8		)
Income from equity method investments	(415.2		)	(54.2		)	(10.5		)	466.5			(13.4		)
Operating income	415.7			621.5			86.8			(467.1		)	656.9
Pension settlements	—			99.2			—			—			99.2
Interest expense, net	8.9			29.7			8.9			—			47.5
Other expense (income), net	—			0.5			1.8			—			2.3
Income from continuing operations before income taxes	406.8			492.1			76.1			(467.1		)	507.9
Provision for income taxes	(2.0		)	72.5			28.6			—			99.1
Income from continuing operations	408.8			419.6			47.5			(467.1		)	408.8
Loss from discontinued operations	—			—			(0.1		)	—			(0.1		)
Net income	$	408.8		$	419.6		$	47.4		$	(467.1	)	$	408.7
Other comprehensive income	$	7.4		$	74.5		$	3.1		$	—		$	85.0
Comprehensive income	$	416.2		$	494.1		$	50.5		$	(467.1	)	$	493.7

Condensed Consolidating Statements of Operations and Comprehensive Income

For the Year Ended December 31, 2018

(In millions)

(Amounts in millions)	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	3,473.2		$	1,129.6		$	(718.9	)	$	3,883.9
Cost of goods sold	—			2,500.6			988.7			(716.6		)	2,772.7
Gross profit	—			972.6			140.9			(2.3		)	1,111.2
Operating expenses:
Selling, general and administrative expenses	—			555.3			53.6			(0.7		)	608.2
Losses (gains) and other expenses, net	2.0			5.4			6.3			(0.3		)	13.4
Restructuring charges	—			1.1			1.9			—			3.0
Loss (gain), net on sale of businesses and related property	—			40.3			(13.3		)	—			27.0
Gain from insurance recoveries, net of losses incurred	—			(38.3		)	—			—			(38.3		)
Income from equity method investments	(367.4		)	(70.3		)	(9.9		)	435.6			(12.0		)
Operational income	365.4			479.1			102.3			(436.9		)	509.9
Pension settlement	—			—			0.4			—			0.4
Interest expense, net	9.0			18.5			10.8			—			38.3
Other expense (income), net	—			1.5			1.8			—			3.3
Income from continuing operations before income taxes	356.4			459.1			89.3			(436.9		)	467.9
Provision for income taxes	(2.6		)	92.1			18.0			0.1			107.6
Income from continuing operations	359.0			367.0			71.3			(437.0		)	360.3
Loss from discontinued operations	—			—			(1.3		)	—			(1.3		)
Net income	$	359.0		$	367.0		$	70.0		$	(437.0	)	$	359.0
Other comprehensive loss	$	(15.4	)	$	(15.3	)	$	(0.7	)	$	—		$	(31.4	)
Comprehensive income	$	343.6		$	351.7		$	69.3		$	(437.0	)	$	327.6

Condensed Consolidating Statements of Operations and Comprehensive Income

For the Year Ended December 31, 2017

(In millions)

(Amounts in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	—		$	3,295.8		$	1,144.2		$	(600.4	)	$	3,839.6
Cost of goods sold	—			2,359.6			953.6			(598.8		)	2,714.4
Gross profit	—			936.2			190.6			(1.6		)	1,125.2
Operating expenses:
Selling, general and administrative expenses	—			553.6			85.0			(0.9		)	637.7
Losses (gains) and other expenses, net	2.0			3.3			1.9			(0.1		)	7.1
Restructuring charges	—			2.1			1.1			—			3.2
Loss (gain), net on sale of businesses and related property	—			1.1			—			—			1.1
Income from equity method investments	(324.3		)	(74.9		)	(14.5		)	395.3			(18.4		)
Operational income	322.3			451.0			117.1			(395.9		)	494.5
Interest expense, net	26.9			(2.7		)	6.4			—			30.6
Other income, net	—			—			(0.1		)	—			(0.1		)
Income from continuing operations before income taxes	295.4			453.7			110.8			(395.9		)	464.0
Provision for income taxes	(10.3		)	136.2			31.2			(0.2		)	156.9
Income from continuing operations	305.7			317.5			79.6			(395.7		)	307.1
Loss from discontinued operations	—			—			(1.4		)	—			(1.4		)
Net income	$	305.7		$	317.5		$	78.2		$	(395.7	)	$	305.7
Other comprehensive income	$	1.7		$	5.5		$	30.5		$	—		$	37.7
Comprehensive income	$	307.4		$	323.0		$	108.7		$	(395.7	)	$	343.4

Condensed Consolidating Statements of Cash Flows

For the Year Ended December 31, 2019

(In millions)

(Amounts in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:	$	(30.2	)	$	421.8		$	4.5		$	—	$	396.1
Cash flows from investing activities:
Proceeds from the disposal of property, plant and equipment	—			1.0			0.3			—		1.3
Purchases of property, plant and equipment	—			(95.2		)	(10.4		)	—		(105.6		)
Purchases of short-term investments	—			—			(2.9		)			(2.9		)
Net proceeds from sale of businesses	—			42.8			0.7			—		43.5
Insurance recoveries received for property damage incurred from natural disaster	—			79.6			—			—		79.6
Net cash provided by (used in) investing activities	—			28.2			(12.3		)	—		15.9
Cash flows from financing activities:
Short-term debt payments	—			—			(5.3		)	—		(5.3		)
Short-term debt borrowings	—			—			5.3			—		5.3
Asset securitization borrowings	—			—			184.5			—		184.5
Asset securitization payments	—			—			(167.5		)	—		(167.5		)
Long-term debt payments	—			(3.7		)	(2.7		)	—		(6.4		)
Long-term debt borrowings	—			—			—			—		—
Borrowings on credit facility	2,367.0			—			—			—		2,367.0
Payments on credit facility	(2,269.5		)	—			—			—		(2,269.5		)
Payments of deferred financing costs	—			—			(0.3		)	—		(0.3		)
Proceeds from employee stock purchases	3.3			—			—			—		3.3
Repurchases of common stock to satisfy employee withholding tax obligations	(24.0		)	—			—			—		(24.0		)
Repurchases of common stock	(400.0		)	—			—			—		(400.0		)
Intercompany debt	21.8			(15.1		)	(6.7		)	—		—
Intercompany financing activity	441.5			(429.6		)	(11.9		)	—		—
Cash dividends paid	(110.5		)	—			—			—		(110.5		)
Net cash provided by (used in) financing activities	29.6			(448.4		)	(4.6		)	—		(423.4		)
(Decrease) increase in cash and cash equivalents	(0.6		)	1.6			(12.4		)	—		(11.4		)
Effect of exchange rates on cash and cash equivalents	—			0.5			1.9			—		2.4
Cash and cash equivalents, beginning of year	1.8			15.4			29.1			—		46.3
Cash and cash equivalents, end of year	$	1.2		$	17.5		$	18.6		$	—	$	37.3

Condensed Consolidating Statements of Cash Flows

For the Year Ended December 31, 2018

(In millions)

(Amounts in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:	$	53.7		$	477.9		$	(36.1	)	$	—	$	495.5
Cash flows from investing activities:
Proceeds from the disposal of property, plant and equipment	—			—			0.1			—		0.1
Purchases of property, plant and equipment	—			(76.0		)	(19.2		)	—		(95.2		)
Net proceeds from sale of businesses and related property	—			2.7			112.0			—		114.7
Insurance recoveries received for property damage incurred from natural disaster	—			10.9			—			—		10.9
Net cash (used in) provided by investing activities	—			(62.4		)	92.9			—		30.5
Cash flows from financing activities:
Short-term debt borrowings	—			—			40.3			—		40.3
Short-term debt payments	—			—			(40.3		)	—		(40.3		)
Asset securitization borrowings	—			—			155.0			—		155.0
Asset securitization payments	—			—			(163.0		)	—		(163.0		)
Long-term debt payments	—			(2.9		)	(0.1		)	—		(3.0		)
Borrowings from credit facility	2,435.9			—			—			—		2,435.9
Payments on credit facility	(2,395.0		)	—			—			—		(2,395.0		)
Proceeds from employee stock purchases	3.3			—			—			—		3.3
Repurchases of common stock to satisfy employee withholding tax obligations	(26.9		)	—			—			—		(26.9		)
Repurchases of common stock	(450.2		)	—			—			—		(450.2		)
Intercompany debt	(14.5		)	83.3			(68.8		)	—		—
Intercompany financing activity	487.8			(508.5		)	20.7			—		—
Cash dividends paid	(93.9		)	—			—			—		(93.9		)
Net cash used in financing activities	(53.5		)	(428.1		)	(56.2		)	—		(537.8		)
Increase (decrease) in cash and cash equivalents	0.2			(12.6		)	0.6			—		(11.8		)
Effect of exchange rates on cash and cash equivalents	—			—			(10.1		)	—		(10.1		)
Cash and cash equivalents, beginning of year	1.6			28.0			38.6			—		68.2
Cash and cash equivalents, end of year	$	1.8		$	15.4		$	29.1		$	—	$	46.3

Condensed Consolidating Statements of Cash Flows

For the Year Ended December 31, 2017

(In millions)

(Amounts in millions)	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:	$	467.4		$	31.1		$	(173.4	)	$	—	$	325.1
Cash flows from investing activities:
Proceeds from the disposal of property, plant and equipment	—			0.1			0.1			—		0.2
Purchases of property, plant and equipment	—			(70.7		)	(27.6		)	—		(98.3		)
Net cash used in investing activities	—			(70.6		)	(27.5		)	—		(98.1		)
Cash flows from financing activities:
Short-term debt borrowings	—			—			30.4			—		30.4
Short-term debt payments	—			—			(31.9		)	—		(31.9		)
Asset securitization borrowings	—			—			315.0			—		315.0
Asset securitization payments	—			—			(89.0		)	—		(89.0		)
Long-term debt payments	(200.0		)	(0.3		)	(0.6		)	—		(200.9		)
Borrowings from credit facility	2,376.5			—			—			—		2,376.5
Payments on credit facility	(2,265.5		)	—			—			—		(2,265.5		)
Payments of deferred financing costs	—			—			(0.2		)	—		(0.2		)
Proceeds from employee stock purchases	3.1			—			—			—		3.1
Repurchases of common stock to satisfy employee withholding tax obligations	(26.1		)	—			—			—		(26.1		)
Repurchases of common stock	(250.0		)	—			—			—		(250.0		)
Intercompany debt	56.4			(34.9		)	(21.5		)	—		—
Intercompany financing activity	(81.7		)	85.6			(3.9		)	—		—
Cash dividends paid	(79.7		)	—			—			—		(79.7		)
Net cash (used in) provided by financing activities	(467.0		)	50.4			198.3			—		(218.3		)
Increase (decrease) in cash and cash equivalents	0.4			10.9			(2.6		)	—		8.7
Effect of exchange rates on cash and cash equivalents	—			—			9.3			—		9.3
Cash and cash equivalents, beginning of year	1.2			17.1			31.9			—		50.2
Cash and cash equivalents, end of year	$	1.6		$	28.0		$	38.6		$	—	$	68.2