17. Condensed Consolidating Financial Information

Certain of the Company’s 100% owned domestic subsidiaries are required to jointly and severally, fully and unconditionally guarantee the 6.75% Senior Unsecured Notes that are due in the year 2020. Rather than filing separate financial statements for each guarantor subsidiary with the SEC, the Company has elected to present the following condensed consolidating financial statements, which includes the condensed consolidating statements of comprehensive income and results of operations for the three months ended March 31, 2016 and 2015, cash flows for the three months ended March 31, 2016, and 2015, and financial position as of March 31, 2016 and December 31, 2015 of the Company and its guarantor and non-guarantor subsidiaries (in each case carrying investments under the equity method), and the eliminations necessary to arrive at the reported amounts included in the condensed consolidated financial statements of the Company.

Condensed Consolidating Balance Sheets (Unaudited)



	March 31, 2016
(in millions of dollars)	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	3.7		$	20.3		$	78.4		$	—		$	102.4
Accounts receivable, net	—			94.9			131.7			—			226.6
Inventories	—			166.8			93.5			—			260.3
Receivables from affiliates	11.4			472.2			61.6			(545.2		)	—
Other current assets	2.1			16.0			16.9			—			35.0
Total current assets	17.2			770.2			382.1			(545.2		)	624.3
Property, plant and equipment, net	4.1			103.7			100.2			—			208.0
Deferred income taxes	—			—			25.1			—			25.1
Goodwill	—			330.8			177.3			—			508.1
Identifiable intangibles, net	57.4			378.0			87.2			—			522.6
Other non-current assets	2.9			1.0			47.7			—			51.6
Investment in, long-term receivable from affiliates	1,567.7			902.8			441.0			(2,911.5		)	—
Total assets	$	1,649.3		$	2,486.5		$	1,260.6		$	(3,456.7	)	$	1,939.7
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	3.3		$	—		$	—		$	—		$	3.3
Accounts payable	0.3			94.5			57.7			—			152.5
Accrued compensation	1.1			10.2			10.1			—			21.4
Accrued customer programs liabilities	—			41.4			37.1			—			78.5
Accrued interest	14.9			—			—			—			14.9
Other current liabilities	3.8			20.3			24.7			—			48.8
Payables to affiliates	10.1			210.6			239.2			(459.9		)	—
Total current liabilities	33.5			377.0			368.8			(459.9		)	319.4
Long-term debt, net	717.8			—			—			—			717.8
Long-term notes payable to affiliates	178.2			26.7			—			(204.9		)	—
Deferred income taxes	102.0			—			33.4			—			135.4
Pension and post-retirement benefit obligations	1.5			54.3			29.3			—			85.1
Other non-current liabilities	3.6			20.3			45.4			—			69.3
Total liabilities	1,036.6			478.3			476.9			(664.8		)	1,327.0
Stockholders’ equity:
Common stock	1.1			448.1			224.0			(672.1		)	1.1
Treasury stock	(16.9		)	—			—			—			(16.9		)
Paid-in capital	1,992.8			1,551.1			743.0			(2,294.1		)	1,992.8
Accumulated other comprehensive loss	(401.9		)	(68.7		)	(278.3		)	347.0			(401.9		)
(Accumulated deficit) retained earnings	(962.4		)	77.7			95.0			(172.7		)	(962.4		)
Total stockholders’ equity	612.7			2,008.2			783.7			(2,791.9		)	612.7
Total liabilities and stockholders’ equity	$	1,649.3		$	2,486.5		$	1,260.6		$	(3,456.7	)	$	1,939.7

Condensed Consolidating Balance Sheets



	December 31, 2015
(in millions of dollars)	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	0.8		$	0.3		$	54.3		$	—		$	55.4
Accounts receivable, net	—			163.8			205.5			—			369.3
Inventories	—			125.8			77.8			—			203.6
Receivables from affiliates	4.4			474.6			64.5			(543.5		)	—
Other current assets	1.1			10.8			13.4			—			25.3
Total current assets	6.3			775.3			415.5			(543.5		)	653.6
Property, plant and equipment, net	3.7			107.8			97.6			—			209.1
Deferred income taxes	—			—			25.1			—			25.1
Goodwill	—			330.8			166.1			—			496.9
Identifiable intangibles, net	57.4			382.0			81.5			—			520.9
Other non-current assets	3.1			0.8			43.9			—			47.8
Investment in, long-term receivable from affiliates	1,545.7			903.8			441.0			(2,890.5		)	—
Total assets	$	1,616.2		$	2,500.5		$	1,270.7		$	(3,434.0	)	$	1,953.4
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	—		$	86.6		$	61.0		$	—		$	147.6
Accrued compensation	3.8			17.9			12.3			—			34.0
Accrued customer programs liabilities	—			63.9			44.8			—			108.7
Accrued interest	6.3			—			—			—			6.3
Other current liabilities	2.3			22.9			33.5			—			58.7
Payables to affiliates	5.6			210.0			239.5			(455.1		)	—
Total current liabilities	18.0			401.3			391.1			(455.1		)	355.3
Long-term debt, net	720.5			—			—			—			720.5
Long-term notes payable to affiliates	178.2			26.7			21.0			(225.9		)	—
Deferred income taxes	113.5			—			28.8			—			142.3
Pension and post-retirement benefit obligations	1.5			55.2			32.4			—			89.1
Other non-current liabilities	3.3			20.8			40.9			—			65.0
Total liabilities	1,035.0			504.0			514.2			(681.0		)	1,372.2
Stockholders’ equity:
Common stock	1.1			448.0			227.5			(675.5		)	1.1
Treasury stock	(11.8		)	—			—			—			(11.8		)
Paid-in capital	1,988.3			1,551.1			743.2			(2,294.3		)	1,988.3
Accumulated other comprehensive loss	(429.2		)	(68.8		)	(305.8		)	374.6			(429.2		)
(Accumulated deficit) retained earnings	(967.2		)	66.2			91.6			(157.8		)	(967.2		)
Total stockholders’ equity	581.2			1,996.5			756.5			(2,753.0		)	581.2
Total liabilities and stockholders’ equity	$	1,616.2		$	2,500.5		$	1,270.7		$	(3,434.0	)	$	1,953.4

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)



	Three Months Ended March 31, 2016
(in millions of dollars)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	—		$	168.1		$	120.1		$	(10.1	)	$	278.1
Cost of products sold	—			120.4			85.4			(10.1		)	195.7
Gross profit	—			47.7			34.7			—			82.4
Advertising, selling, general and administrative expenses	11.1			36.4			23.7			—			71.2
Amortization of intangibles	—			3.9			0.8			—			4.7
Operating income (loss)	(11.1		)	7.4			10.2			—			6.5
(Income) expense from affiliates	(0.2		)	(4.1		)	4.3			—			—
Interest expense	10.7			—			—			—			10.7
Interest income	—			—			(1.4		)	—			(1.4		)
Equity in earnings of joint ventures	—			—			(1.3		)	—			(1.3		)
Other expense, net	0.3			0.8			—			—			1.1
Income (loss) from continuing operations before income taxes and earnings of wholly owned subsidiaries	(21.9		)	10.7			8.6			—			(2.6		)
Income tax (benefit) expense	(11.0		)	—			3.6			—			(7.4		)
Income (loss) before earnings of wholly owned subsidiaries	(10.9		)	10.7			5.0			—			4.8
Earnings of wholly owned subsidiaries	15.7			5.0			—			(20.7		)	—
Net income	$	4.8		$	15.7		$	5.0		$	(20.7	)	$	4.8
Comprehensive income	$	32.1		$	15.8		$	32.5		$	(48.3	)	$	32.1



	Three Months Ended March 31, 2015
(in millions of dollars)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	—		$	169.3		$	132.2		$	(11.5	)	$	290.0
Cost of products sold	—			125.8			95.5			(11.5		)	209.8
Gross profit	—			43.5			36.7			—			80.2
Advertising, selling, general and administrative expenses	9.7			36.2			27.0			—			72.9
Amortization of intangibles	—			4.3			0.9			—			5.2
Restructuring credits	—			(0.5		)	—			—			(0.5		)
Operating income (loss)	(9.7		)	3.5			8.8			—			2.6
(Income) expense from affiliates	(0.3		)	(5.2		)	5.5			—			—
Interest expense	11.4			—			(0.2		)	—			11.2
Interest income	—			—			(1.1		)	—			(1.1		)
Equity in earnings of joint ventures	—			—			(1.4		)	—			(1.4		)
Other expense (income), net	0.2			(0.4		)	(0.2		)	—			(0.4		)
Income (loss) from continuing operations before income taxes and earnings of wholly owned subsidiaries	(21.0		)	9.1			6.2			—			(5.7		)
Income tax (benefit) expense	(3.1		)	—			3.2			—			0.1
(Loss) income before earnings of wholly owned subsidiaries	(17.9		)	9.1			3.0			—			(5.8		)
Earnings of wholly owned subsidiaries	12.1			5.4			—			(17.5		)	—
Net (loss) income	$	(5.8	)	$	14.5		$	3.0		$	(17.5	)	$	(5.8	)
Comprehensive (loss) income	$	(79.8	)	$	14.0		$	(65.1	)	$	51.1		$	(79.8	)

Condensed Consolidating Statement of Cash Flows (Unaudited)



	Three Months Ended March 31, 2016
(in millions of dollars)	Parent			Guarantors			Non-Guarantors			Consolidated
Net cash provided (used) by operating activities	$	(11.3	)	$	16.0		$	46.9		$	51.6
Investing activities:
Additions to property, plant and equipment	—			(1.4		)	(2.5		)	(3.9		)
Payments for (proceeds from) interest in affiliates	—			4.5			(4.5		)	—
Net cash (used) provided by investing activities	—			3.1			(7.0		)	(3.9		)
Financing activities:
Intercompany financing	13.7			3.4			(17.1		)	—
Net dividends	4.3			(2.5		)	(1.8		)	—
Payments related to tax withholding for share-based compensation	(5.0		)	—			—			(5.0		)
Excess tax benefit from share-based compensation	0.9			—			—			0.9
Proceeds from the exercise of stock options	0.3			—			—			0.3
Net cash (used) provided by financing activities	14.2			0.9			(18.9		)	(3.8		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			—			3.1			3.1
Net increase in cash and cash equivalents	2.9			20.0			24.1			47.0
Cash and cash equivalents:
Beginning of the period	0.8			0.3			54.3			55.4
End of the period	$	3.7		$	20.3		$	78.4		$	102.4



	Three Months Ended March 31, 2015
(in millions of dollars)	Parent			Guarantors			Non-Guarantors			Consolidated
Net cash provided (used) by operating activities	$	(11.7	)	$	17.1		$	44.5		$	49.9
Investing activities:
Additions to property, plant and equipment	—			(5.3		)	(3.4		)	(8.7		)
Payments for (proceeds from) interest in affiliates	—			7.9			(7.9		)	—
Proceeds from the disposition of assets	—			—			0.1			0.1
Net cash (used) provided by investing activities	—			2.6			(11.2		)	(8.6		)
Financing activities:
Intercompany financing	(1.4		)	(11.9		)	13.3			—
Net dividends	9.3			(7.9		)	(1.4		)	—
Borrowings (repayments) of notes payable, net	20.0			—			(0.2		)	19.8
Repurchases of common stock	(14.6		)	—			—			(14.6		)
Payments related to tax withholding for share-based compensation	(4.8		)	—			—			(4.8		)
Net cash provided (used) by financing activities	8.5			(19.8		)	11.7			0.4
Effect of foreign exchange rate changes on cash and cash equivalents	—			—			(4.1		)	(4.1		)
Net increase (decrease) in cash and cash equivalents	(3.2		)	(0.1		)	40.9			37.6
Cash and cash equivalents:
Beginning of the period	9.7			0.1			43.4			53.2
End of the period	$	6.5		$	—		$	84.3		$	90.8