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EX-32.1 - 906 CERTIFICATION - Post Holdings, Inc.post20151231ex321.htm
EX-31.1 - CERTIFICATION OF CEO - Post Holdings, Inc.post20151231ex311.htm
EX-31.2 - CERTIFICATION OF CFO - Post Holdings, Inc.post-20151231ex312.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2015
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____

Commission File Number: 1-35305
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)

Missouri
 
45-3355106
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)

2503 S. Hanley Road
St. Louis, Missouri 63144
(Address of principal executive offices) (Zip Code)
(314) 644-7600
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common stock, $0.01 Par Value – 64,095,281 shares as of February 1, 2016
 




POST HOLDINGS, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS




i


PART I.     FINANCIAL INFORMATION.
ITEM 1.    FINANCIAL STATEMENTS.
POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in millions, except per share data)
 
 
Three Months Ended
December 31,
 
2015
 
2014
Net Sales
$
1,248.8

 
$
1,073.9

Cost of goods sold
886.3

 
824.8

Gross Profit
362.5

 
249.1

 
 
 

Selling, general and administrative expenses
187.0

 
167.2

Amortization of intangible assets
38.1

 
33.5

Other operating expenses, net
4.5

 
7.5

Operating Profit
132.9

 
40.9

Interest expense, net
77.8

 
60.1

Other expense
15.9

 
54.6

Earnings (Loss) before Income Taxes
39.2

 
(73.8
)
Income tax expense
13.7

 
23.5

Net Earnings (Loss)
25.5

 
(97.3
)
Preferred stock dividends (see Note 13)
(15.0
)
 
(4.3
)
Net Earnings (Loss) Available to Common Shareholders
$
10.5

 
$
(101.6
)
 
 
 
 
Earnings (Loss) per Common Share:
 
 
 
Basic
$
0.16

 
$
(2.04
)
Diluted
$
0.15

 
$
(2.04
)
 
 
 
 
Weighted-Average Common Shares Outstanding:
 
 
 
Basic
67.4

 
49.8

Diluted
68.8

 
49.8

 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
 




1



POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
(in millions)


 
Three Months Ended
December 31,
 
2015
 
2014
Net Earnings (Loss)
$
25.5

 
$
(97.3
)
Pension and postretirement benefit adjustments, net of tax expense of $(0.2) and $(0.1), respectively
0.3

 
0.2

Foreign currency translation adjustments
(9.8
)
 
(14.1
)
Total Comprehensive Income (Loss)
$
16.0

 
$
(111.2
)


See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).










































2



POST HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions)  
 
December 31, 2015
 
September 30, 2015
ASSETS
Current Assets
 
 
 
Cash and cash equivalents
$
802.4

 
$
841.4

Restricted cash
14.1

 
18.8

Receivables, net
367.5

 
366.2

Inventories
487.2

 
465.3

Deferred income taxes

 
47.7

Prepaid expenses and other current assets
45.4

 
42.3

Total Current Assets
1,716.6

 
1,781.7

Property, net
1,368.6

 
1,333.2

Goodwill
3,072.8

 
3,072.8

Other intangible assets, net
2,943.2

 
2,969.3

Other assets
62.2

 
63.4

Total Assets
$
9,163.4

 
$
9,220.4

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
 
 
 
Current portion of long-term debt
$
16.2

 
$
16.0

Accounts payable
233.4

 
265.2

Other current liabilities
314.8

 
329.8

Total Current Liabilities
564.4

 
611.0

Long-term debt
4,506.2

 
4,511.4

Deferred income taxes
800.2

 
831.8

Other liabilities
313.0

 
290.2

Total Liabilities
6,183.8

 
6,244.4

 
 
 
 
Shareholders’ Equity
 
 
 
Preferred stock

 
0.1

Common stock
0.7

 
0.6

Additional paid-in capital
3,526.4

 
3,538.8

Accumulated deficit
(395.5
)
 
(421.0
)
Accumulated other comprehensive loss
(98.6
)
 
(89.1
)
Treasury stock, at cost
(53.4
)
 
(53.4
)
Total Shareholders’ Equity
2,979.6

 
2,976.0

Total Liabilities and Shareholders’ Equity
$
9,163.4

 
$
9,220.4


 See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

3


POST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)

 
Three Months Ended
December 31,
 
2015
 
2014
Cash Flows from Operating Activities
 
 
 
Net Earnings (Loss)
$
25.5

 
$
(97.3
)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
 
 
 
Depreciation and amortization
74.8

 
63.1

Unrealized loss on interest rate swaps
15.9

 
54.6

Amortization of deferred financing costs and debt discount/premium, net
1.1

 
1.3

Loss on write-down of assets held for sale
4.0

 
7.1

Non-cash stock-based compensation expense
3.5

 
6.3

Deferred income taxes
16.8

 
(34.7
)
Other, net
0.4

 
0.4

Other changes in current assets and liabilities, net of business acquisitions:
 
 
 
Decrease in receivables, net
10.7

 
21.6

Increase in inventories
(16.0
)
 
(18.2
)
Increase in prepaid expenses and other current assets
(3.5
)
 
(1.1
)
(Decrease) increase in accounts payable and other current and non-current liabilities
(44.5
)
 
54.1

Net Cash Provided by Operating Activities
88.7

 
57.2

 
 
 
 
Cash Flows from Investing Activities
 
 
 
Business acquisitions, net of cash acquired
(94.4
)
 
(184.2
)
Additions to property
(18.5
)
 
(23.7
)
Restricted cash
4.7

 
71.2

Proceeds from sale of property
0.3

 

Net Cash Used by Investing Activities
(107.9
)
 
(136.7
)
 
 
 
 
Cash Flows from Financing Activities
 
 
 
Repayments of long-term debt
(3.6
)
 
(6.7
)
Payment of preferred stock dividend
(4.3
)
 
(4.3
)
Preferred stock conversion
(10.9
)
 

Other, net
(0.6
)
 
(0.6
)
Net Cash Used In Financing Activities
(19.4
)
 
(11.6
)
Effect of Exchange Rate Changes on Cash and Cash Equivalents
(0.4
)
 
(0.6
)
Net Decrease in Cash and Cash Equivalents
(39.0
)
 
(91.7
)
Cash and Cash Equivalents, Beginning of Year
841.4

 
268.4

Cash and Cash Equivalents, End of Period
$
802.4

 
$
176.7

    
 See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

 

4


POST HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in millions, except per share information and where indicated otherwise)
NOTE 1 — BASIS OF PRESENTATION
These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Post Holdings, Inc. (herein referred to as “Post,” “the Company,” “us,” “our” or “we”) as of and for the fiscal year ended September 30, 2015. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015, filed with the SEC on November 25, 2015.
These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s financial position, results of operations, comprehensive income (loss) and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year. Certain prior year amounts have been reclassified to conform with the 2016 presentation. These reclassifications had no impact on Net Earnings (Loss) or Shareholders' Equity as previously reported.
NOTE 2 - RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS
In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” The standards update requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is not permitted. The Company is currently evaluating the impact of adopting this guidance.
In November 2015, the FASB issued ASU 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” The standards update requires an entity to classify all deferred tax assets and liabilities as noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those year, beginning after December 15, 2016, with early adoption permitted and can be applied either retrospectively or prospectively. The Company prospectively adopted this ASU at December 31, 2015 and is now presenting all deferred tax assets and liabilities as noncurrent as of December 31, 2015 on the Condensed Consolidated Balance Sheets. Balances at September 30, 2015 were not retrospectively adjusted as the Company chose to prospectively adopt this ASU.
NOTE 3 — RESTRUCTURING
In September 2015, the Company announced its plan to close its Dymatize manufacturing facility located in Farmers Branch, Texas and permanently transfer production to third party facilities under co-manufacturing agreements. Plant production ceased in the fourth quarter of 2015.
In May 2015, the Company announced its plan to consolidate its cereal business administrative offices in Lakeville, Minnesota. As a result of the announcement, the Company plans to close its office located in Parsippany, New Jersey and relocate those functions as well as certain functions located in Battle Creek, Michigan to the Lakeville office. The Parsippany office closure is expected to be substantially completed by February 2016.
In March 2015, the Company announced its plan to close its facility in Boise, Idaho, which manufactures certain PowerBar products distributed in North America. Plant production ceased in June 2015 and the facility was sold in September 2015.
In April 2013, the Company announced management’s decision to close its plant located in Modesto, California as part of a cost savings and capacity rationalization effort. The transfer of production capabilities and closure of the plant was completed during September 2014, and no additional restructuring costs were incurred in fiscal 2015 or 2016.

5


Amounts related to the restructuring events are shown in the following table. Expense is recognized in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. These expenses are not included in the measure of segment performance for any segment (see Note 16).
 
Employee-Related Costs
 
Pension Curtailment
 
Accelerated Depreciation
 
Total
Balance at September 30, 2014
$
0.7

 
$

 
$

 
$
0.7

Charge to expense

 

 

 

Cash payments
(0.5
)
 

 

 
(0.5
)
Non-cash charges

 

 

 

Balance at December 31, 2014
$
0.2

 
$

 
$

 
$
0.2

 
 
 
 
 
 
 
 
Balance at September 30, 2015
$
10.5

 
$

 
$

 
$
10.5

Charge to expense
0.9

 

 
0.3

 
1.2

Cash payments
(2.9
)
 

 

 
(2.9
)
Non-cash charges
(0.4
)
 

 
(0.3
)
 
(0.7
)
Balance at December 31, 2015
$
8.1

 
$

 
$

 
$
8.1

 
 
 
 
 
 
 
 
Total expected restructuring charge
$
17.3

 
$
1.7

 
$
20.1

 
$
39.1

Cumulative restructuring charges incurred to date
17.3

 
1.7

 
20.0

 
39.0

Remaining expected restructuring charge
$

 
$

 
$
0.1

 
$
0.1

Assets Held for Sale
Related to the closure of its Modesto, California facility, the Company has land, building and equipment classified as assets held for sale as of December 31, 2015 and September 30, 2015. Related to the manufacturing shutdown of its Dymatize facility, the Company has machinery and equipment classified as assets held for sale as of December 31, 2015. The carrying value of the assets included in “Prepaid expenses and other current assets” on the Condensed Consolidated Balance Sheets was $7.6 and $11.4 as of December 31, 2015 and September 30, 2015, respectively. Held for sale losses of $4.0 and $7.1 were recorded in three months ended December 31, 2015 and 2014, respectively, to adjust the carrying value of the assets to their fair value less estimated selling costs. These losses are reported as “Other operating expenses, net” on the Condensed Consolidated Statements of Operations.
NOTE 4 — BUSINESS COMBINATIONS
On October 3, 2015, the Company completed its acquisition of Willamette Egg Farms (“WEF”) for $90.0, subject to working capital and other adjustments, resulting in a payment at closing of $109.0. In December 2015, a final settlement of net working capital and other adjustments was reached, resulting in an additional amount paid by the Company of $4.6. WEF is a producer, processor and wholesale distributor of eggs and egg products and is reported in Post’s Michael Foods Group segment (see Note 16). Based upon the preliminary purchase price allocation, the Company has recorded $12.7 of customer relationships to be amortized over a weighted-average period of 20 years and $2.5 to trademarks and brands to be amortized over a weighted-average period of 20 years. Net sales and operating profit included in the Condensed Consolidated Statements of Operations related to WEF were $29.7 and $8.4, respectively, for the three months ended December 31, 2015.
On May 4, 2015, Post completed its acquisition of MOM Brands Company (“MOM Brands”), a manufacturer and distributer of ready-to-eat (“RTE”) cereals. MOM Brands is reported in the Post Consumer Brands segment (see Note 16). The closing purchase price of the transaction was $1,181.5 and was partially paid by the issuance of 2.45 shares of the Company’s common stock to the former owners of MOM Brands. The shares were valued at the May 1, 2015 closing price of $46.60 per share for a total issuance of $114.4. In September 2015, a final settlement of net working capital and other adjustments was reached, resulting in an amount back to the Company of approximately $4.0.
On November 1, 2014, the Company completed its acquisition of American Blanching Company (“ABC”) for $128.0. ABC is a manufacturer of peanut butter for national brands, private label retail and industrial markets and provider of peanut blanching, granulation and roasting services for the commercial peanut industry. ABC is reported in Post’s Private Brands segment (see Note 16).
On October 1, 2014, the Company completed its acquisition of the PowerBar and Musashi brands and related worldwide assets from Nestlé S.A (“PowerBar”) for $150.0, subject to a working capital adjustment, which resulted in a payment at closing of $136.1.

6


In March 2015, a final settlement of net working capital and other adjustments was reached, resulting in an amount back to the Company of approximately $1.7. On July 1, 2015, the Company sold the PowerBar Australian assets and Musashi trademark.
Each of the acquisitions was accounted for using the acquisition method of accounting, whereby the results of operations are included in the financial statements from the date of acquisition. The respective purchase prices were allocated to acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition, and any excess was allocated to goodwill, as shown in the table below. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies and the expansion of the business into new or growing segments of the industry. The Company expects the final fair value of goodwill related to the acquisition of WEF to be deductible for U.S. income tax purposes.
Certain estimated values for the MOM Brands and WEF acquisitions, including goodwill, intangible assets, inventory and deferred taxes, are not yet finalized pending the final purchase price allocations and are subject to change once additional information is obtained.
The following table provides the preliminary allocation of the purchase price related to the fiscal 2016 acquisition of WEF based upon the fair value of assets and liabilities assumed.
Cash and cash equivalents
$
19.2

Receivables
11.1

Inventories
10.3

Prepaid expenses and other current assets
0.5

Property
56.2

Goodwill
4.2

Other intangible assets
15.2

Other assets
0.1

Accounts payable
(2.2
)
Other current liabilities
(1.0
)
Total acquisition cost
$
113.6

Transaction related costs
The Company incurred acquisition and divestiture related expenses of $2.0 and $5.0, during the three months ended December 31, 2015 and 2014, respectively, recorded as “Selling, general and administrative expenses.” These costs include amounts for transactions that were signed, spending for due diligence on potential acquisitions that were not signed or announced at the time of the Company’s reporting, and spending for divestiture transactions.
Pro Forma Information
The following unaudited pro forma information presents a summary of the results of operations of the Company combined with the aggregate results of WEF, MOM Brands, ABC and PowerBar for the periods presented as if the fiscal 2016 acquisition of WEF had occurred on October 1, 2014 and the fiscal 2015 acquisitions had occurred on October 1, 2013, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon fair value of assets acquired, interest expense related to the financing of the business combinations, inventory revaluation adjustments on acquired business and related income taxes. The following unaudited pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results.  
 
Three Months Ended
December 31,
 
2015
 
2014
Pro forma net sales
$
1,248.8

 
$
1,309.9

Pro forma net income (loss) available to common shareholders
11.7

 
(88.1
)
Pro forma basic income (loss) per common share
$
0.17

 
$
(1.77
)
Pro forma diluted income (loss) per common share
$
0.17

 
$
(1.77
)

7


NOTE 5 — GOODWILL
The changes in the carrying amount of goodwill by segment are noted in the following table.
 
Post Consumer Brands
 
Michael Foods Group
 
Active Nutrition
 
Private Brands
 
Total
Balance, September 30, 2015
 
 
 
 
 
 
 
 
 
Goodwill (gross)
$
1,993.9

 
$
1,341.6

 
$
180.7

 
$
254.0

 
$
3,770.2

Accumulated impairment losses
(609.1
)
 

 
(88.3
)
 

 
(697.4
)
Goodwill (net)
$
1,384.8

 
$
1,341.6

 
$
92.4

 
$
254.0

 
$
3,072.8

Goodwill acquired

 
4.2

 

 

 
4.2

Currency translation adjustment
(0.1
)
 

 

 
(4.1
)
 
(4.2
)
Balance, December 31, 2015
 
 
 
 
 
 
 
 
 
Goodwill (gross)
$
1,993.8

 
$
1,345.8

 
$
180.7

 
$
249.9

 
$
3,770.2

Accumulated impairment losses
(609.1
)
 

 
(88.3
)
 

 
(697.4
)
Goodwill (net)
$
1,384.7

 
$
1,345.8

 
$
92.4

 
$
249.9

 
$
3,072.8

NOTE 6 — INCOME TAXES
For the three months ended December 31, 2015, the effective income tax rate was 34.9%. For the three months ended December 31, 2014, the effective income tax rate was negative 31.8%. In accordance with Accounting Standards Codification (“ASC”) Topic 740, the Company recorded tax expense for the three months ended December 31, 2015 and 2014 using the estimated annual effective tax rate for the full fiscal year. For the three months ended December 31, 2014, the estimated annual effective tax rate differed significantly from the statutory tax rate primarily due to the Company’s estimate of full year earnings before income taxes, which caused small variations in estimated permanent differences to have a magnified impact on the effective income tax rate percentage, the expectation that nondeductible merger and acquisition expenses and other permanently nondeductible expenses would have had an unfavorable impact on the effective income tax rate and the expectation that the Domestic Production Activities Deduction and tax planning strategies implemented for certain recent acquisitions would have had a favorable impact on the effective income tax rate.

8


NOTE 7 — INTANGIBLE ASSETS, NET
Total intangible assets are as follows:
 
December 31, 2015
 
September 30, 2015
 
Carrying
Amount
 
Accumulated Amortization
 
Net
Amount
 
Carrying
Amount
 
Accumulated Amortization
 
Net
Amount
Subject to amortization:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
2,008.9

 
$
(219.5
)
 
$
1,789.4

 
$
1,998.6

 
$
(192.7
)
 
$
1,805.9

Trademarks/brands
793.8

 
(89.4
)
 
704.4

 
780.9

 
(79.1
)
 
701.8

Other intangible assets
20.8

 
(5.9
)
 
14.9

 
21.3

 
(5.4
)
 
15.9

 
2,823.5

 
(314.8
)
 
2,508.7

 
2,800.8

 
(277.2
)
 
2,523.6

Not subject to amortization:
 
 
 
 
 
 
 
 
 
 
 
Trademarks/brands
434.5

 

 
434.5

 
445.7

 

 
445.7

 
$
3,258.0

 
$
(314.8
)
 
$
2,943.2

 
$
3,246.5

 
$
(277.2
)
 
$
2,969.3

NOTE 8 EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is based on the average number of common shares outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock equivalents using the “treasury stock” method. The impact of potentially dilutive convertible preferred stock is calculated using the “if-converted” method. The Company’s tangible equity units (“TEUs”) are assumed to be settled at the minimum settlement amount of 1.7114 shares per TEU for weighted-average shares for basic earnings (loss) per share. For diluted earnings (loss) per share, the shares, to the extent dilutive, are assumed to be settled at a conversion factor based on the Company’s daily volume-weighted average price per share of the Company’s common stock not to exceed 2.0964 shares per TEU.
The following table sets forth the computation of basic and diluted earnings (loss) per share for the three months ended December 31, 2015 and 2014.
 
Three Months Ended
December 31,
 
2015
 
2014
Net earnings for basic earnings (loss) per share
$
10.5

 
$
(101.6
)
Net earnings for diluted earnings (loss) per share
$
10.5

 
$
(101.6
)
 
 
 
 
Weighted-average shares outstanding
62.5

 
44.9

Effect of TEUs on weighted-average shares for basic earnings (loss) per share
4.9

 
4.9

Weighted-average shares for basic earnings (loss) per share
67.4

 
49.8

Effect of dilutive securities:
 
 
 
Stock options
1.0

 

Stock appreciation rights
0.1

 

Restricted stock awards
0.3

 

Total dilutive securities
1.4

 

Weighted-average shares for diluted earnings (loss) per share
68.8

 
49.8

 
 
 
 
Basic earnings (loss) per common share
$
0.16

 
$
(2.04
)
Diluted earnings (loss) per common share
$
0.15

 
$
(2.04
)
The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings (loss) per share as they were anti-dilutive.

9


 
December 31,
 
2015
 
2014
Stock options
0.3

 
4.3

Stock appreciation rights

 
0.5

Restricted stock awards
0.2

 
0.3

TEUs

 
1.1

Preferred shares conversion to common
9.1

 
11.0

NOTE 9 — INVENTORIES
 
December 31, 2015
 
September 30, 2015
Raw materials and supplies
$
132.0

 
$
142.5

Work in process
11.9

 
15.3

Finished products
313.0

 
286.8

Flocks
30.3

 
20.7

 
$
487.2

 
$
465.3

NOTE 10 — PROPERTY, NET
 
December 31, 2015
 
September 30, 2015
Property, at cost
$
1,807.5

 
$
1,737.7

Accumulated depreciation
(438.9
)
 
(404.5
)
 
$
1,368.6

 
$
1,333.2

NOTE 11 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING
In the ordinary course of business, the Company is exposed to commodity price risks relating to the acquisition of raw materials and supplies, interest rate risks relating to floating rate debt, and foreign currency exchange rate risks relating to its foreign subsidiaries. The Company utilizes derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes.
The Company maintains options, futures contracts and interest rate swaps which have been designated as economic hedges of raw materials, energy purchases and variable rate debt.
At December 31, 2015, the notional amounts of commodity contracts and energy contracts were $38.5 and $17.4, respectively. These contracts relate to inputs that generally will be utilized within the next 12 months. At December 31, 2015 and September 30, 2015, the Company had pledged collateral of $12.3 and $10.7, respectively, related to its commodity and energy contracts. These amounts are classified as “Restricted cash” on the Condensed Consolidated Balance Sheets. At December 31, 2015, the Company had a liability of $4.7 related to open commodity and energy option contracts and associated fees that have not been cash settled. Payment for these options is due at the time the Company exits the position.
As of December 31, 2015, the Company had interest rate swaps with a notional amount of $78.3 that obligate Post to pay a fixed rate of 3.1% and receive one-month LIBOR. These swaps have the effect of converting a portion of our variable interest rate term loan debt to fixed interest rates beginning in June 2016 and ending in May 2021. In addition, the Company has interest rate swaps with a $750.0 notional amount that obligate Post to pay a weighted average fixed rate of approximately 4.0% and receive three-month LIBOR and will result in a net lump sum settlement in July 2018, as well as interest rate swaps with a $899.3 notional amount that obligate Post to pay a weighted average fixed rate of approximately 3.7% and receive three-month LIBOR and will result in a net lump sum settlement in December 2019.
Commodity and energy derivatives are valued using an income approach based on index prices less the contract rate multiplied by the notional amount. The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve.
The following tables present the balance sheet location and fair value of the Company’s derivative instruments on a gross and net basis as of December 31, 2015 and September 30, 2015.

10


 
 
 
 
Fair Value of Assets as of December 31, 2015
 
 
Balance Sheet Location
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset in the Condensed Consolidated Balance Sheet
 
Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheet
Commodity contracts
Prepaid expenses and other current assets
$
3.2

 
$

 
$
3.2

Energy contracts
Prepaid expenses and other current assets
0.6

 

 
0.6

 
 
$
3.8

 
$

 
$
3.8

 
 
 
 
Fair Value of Liabilities as of December 31, 2015
 
 
Balance Sheet Location
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Condensed Consolidated Balance Sheet
 
Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheet
Commodity contracts
Other current liabilities
$
2.7

 
$

 
$
2.7

Energy contracts
Other current liabilities
 
5.9

 

 
5.9

Interest rate swaps
 
Other current liabilities
 
0.8

 

 
0.8

Interest rate swaps
 
Other liabilities
 
147.9

 

 
147.9

 
 
 
 
$
157.3

 
$

 
$
157.3

 
 
 
 
Fair Value of Assets as of September 30, 2015
 
 
Balance Sheet Location
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset in the Condensed Consolidated Balance Sheet
 
Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheet
Commodity contracts
Prepaid expenses and other current assets
 
$
0.4

 
$

 
$
0.4

Energy contracts
Prepaid expenses and other current assets
 
0.2

 

 
0.2

 
 
 
 
$
0.6

 
$

 
$
0.6

 
 
 
 
Fair Value of Liabilities as of September 30, 2015
 
 
Balance Sheet Location
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Condensed Consolidated Balance Sheet
 
Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheet
Commodity contracts
 
Other current liabilities
 
$
1.2

 
$

 
$
1.2

Energy contracts
 
Other current liabilities
 
4.7

 

 
4.7

Interest rate swaps
 
Other current liabilities
 
4.9

 

 
4.9

Interest rate swaps
 
Other liabilities
 
127.9

 

 
127.9

 
 
 
 
$
138.7

 
$

 
$
138.7

The following table presents the recognized (gain) loss from derivative instruments that were not designated as qualified hedging instruments on the Company’s Condensed Consolidated Statements of Operations.
 
 
 
 
(Gain) Loss Recognized in Earnings
 
 
Location of (Gain) Loss Recognized in Earnings
 
Three Months Ended December 31,
Derivative Instrument
 
 
2015
 
2014
Commodity contracts
 
Cost of goods sold
 
$
4.4

 
$
(8.2
)
Energy contracts
 
Cost of goods sold
 
4.1

 
8.5

Interest rate swaps
 
Other expense
 
15.9

 
54.6


11


NOTE 12 — FAIR VALUE MEASUREMENTS
The following table represents Post’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820.
 
December 31, 2015
 
September 30, 2015
 
Total
 
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
Assets:
 
 
 
 
 
 
 
 
 
 
 
Deferred compensation investment
$
10.8

 
$
10.8

 
$

 
$
10.3

 
$
10.3

 
$

Derivative assets
3.8

 

 
3.8

 
0.6

 

 
0.6

 
$
14.6

 
$
10.8

 
$
3.8

 
$
10.9

 
$
10.3

 
$
0.6

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Deferred compensation liabilities
$
15.0

 
$

 
$
15.0

 
$
14.2

 
$

 
$
14.2

Derivative liabilities
157.3

 

 
157.3

 
138.7

 

 
138.7

 
$
172.3

 
$

 
$
172.3

 
$
152.9

 
$

 
$
152.9

The following table represents the fair value of Post’s long-term debt which is classified as Level 2 in the fair value hierarchy per ASC Topic 820:
 
December 31,
2015
 
September 30, 2015
Senior notes
$
4,207.6

 
$
4,112.5

Term loan
373.3

 
374.0

TEUs
24.2

 
28.6

4.57% 2012 Series Bond maturing September 2017
2.9

 
2.9

Capital leases
2.6

 
2.8

 
$
4,610.6

 
$
4,520.8

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of three levels: 
Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs are quoted prices of similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
 Level 3 — Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.
The deferred compensation investment is invested primarily in mutual funds and its fair value is measured using the market approach. This investment is in the same funds and purchased in substantially the same amounts as the participants’ selected investment options (excluding Post common stock equivalents), which represent the underlying liabilities to participants in the Company’s deferred compensation plans. Deferred compensation liabilities are recorded at amounts due to participants in cash, based on the fair value of participants’ selected investment options (excluding certain Post common stock equivalents to be distributed in shares) using the market approach. The Company utilizes the income approach to measure fair value for its derivative assets, which include commodity options and futures contracts. The income approach uses pricing models that rely on market observable inputs such as yield curves and forward prices. Changes in the deferred compensation investment and related liability are recorded as a component of selling, general and administrative expenses.
Refer to Note 11 for the classification of changes in fair value of derivative assets and liabilities measured at fair value on a recurring basis within the Condensed Consolidated Statements of Operations.
As stated previously (see Note 3), the Company has land, building and equipment classified as assets held for sale as of December 31, 2015 and September 30, 2015 related to the closure of its Modesto, California facility as well as machinery and equipment held for sale related to the closure of its Dymatize facility. At December 31, 2015 and September 30, 2015, the carrying value and estimated fair value less estimated costs to sell of the assets held for sale was $7.6 and $11.4, respectively, and is included

12


in “Prepaid expenses and other current assets” on the Condensed Consolidated Balance Sheets. The fair value of the assets held for sale related to the Modesto, California facility were measured at fair value on a nonrecurring basis based on a third-party offer to purchase the facility. The fair value of the assets held for sale related to the Dymatize machinery and equipment was measured at fair value on a nonrecurring basis based on information provided by external sources and third-party offers to purchase the equipment, along with management’s own assumptions. The fair value measurement was categorized as Level 3, as the fair values utilize significant unobservable inputs.
The carrying amounts reported on the Condensed Consolidated Balance Sheets for cash and cash equivalents, receivables and accounts payable approximate fair value because of the short maturities (less than 12 months) of these financial instruments.
NOTE 13 — SHAREHOLDERS’ EQUITY
In December 2015, the Company and a holder of the Company’s 3.75% Series B Cumulative Perpetual Convertible Preferred Stock (the “Series B Preferred”) entered into an exchange agreement pursuant to which the shareholder agreed to deliver 0.9 shares of the Series B Preferred to the Company in exchange for 2.0 shares of common stock and $10.9 in cash. The number of shares of common stock exchanged in the transaction was based upon the current conversion rate, under the Certificate of Designation, Rights and Preferences for the Series B Preferred, of 2.1192 shares of common stock per share of Series B Preferred.  The cash received was recorded as “Additional paid-in capital” on the Condensed Consolidated Balance Sheets. 
Reclassifications out of accumulated other comprehensive income (loss) for the reported periods include the amortization of actuarial loss (benefit) and prior service cost for pension and postretirement benefits totaling $0.5 and $0.3 for the three month periods ended December 31, 2015 and 2014, respectively. Amounts are primarily classified as “Cost of goods sold” on the Condensed Consolidated Statements of Operations.
NOTE 14 — LONG-TERM DEBT
Long-term debt as of the dates indicated consists of the following:
 
December 31, 2015
 
September 30, 2015
7.375% Senior Notes maturing February 2022
$
1,375.0

 
$
1,375.0

6.75% Senior Notes maturing December 2021
875.0

 
875.0

6.00% Senior Notes maturing December 2022
630.0

 
630.0

7.75% Senior Notes maturing March 2024
800.0

 
800.0

8.00% Senior Notes maturing July 2025
400.0

 
400.0

Term Loan
374.4

 
374.4

TEUs
21.6

 
25.1

4.57% 2012 Series Bond maturing September 2017
2.9

 
2.9

Capital leases
2.6

 
2.8

 
$
4,481.5

 
$
4,485.2

Less: Current Portion
(16.2
)
 
(16.0
)
Plus: Unamortized premium (discount), net
40.9

 
42.2

Total long-term debt
$
4,506.2

 
$
4,511.4

On January 29, 2014, the Company entered into a credit agreement (as subsequently amended, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility with an aggregate principal value of $400.0 as well as an incremental term loan. The revolving credit facility has outstanding letters of credit of $12.1 which reduced the available borrowing capacity to $387.9 at December 31, 2015.
The Credit Agreement contains customary financial covenants including (a) a quarterly maximum senior secured leverage ratio of 3.00 to 1.00, and (b) a quarterly minimum interest coverage ratio of 1.75 to 1.00. The Credit Agreement permits the Company to incur additional unsecured debt only if its consolidated interest coverage ratio, calculated as provided in the Credit Agreement would be greater than 2.00 to 1.00 after giving effect to such new debt.
The Credit Agreement provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay, or default under, certain other material indebtedness, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $75.0 or attachments issued against a material part of the Company’s property,

13


change in control, the invalidity of any loan document, the failure of the collateral documents to create a valid and perfected first priority lien and certain ERISA events. Upon the occurrence of an event of default, the maturity of the loans under the Credit Agreement may be accelerated and the agent and lenders under the Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees for the Company’s obligations under the Credit Agreement.
Debt Covenants
Under the terms of the Credit Agreement, the Company is required to comply with certain financial covenants consisting of ratios for quarterly maximum senior secured leverage and minimum interest coverage. As of December 31, 2015, the Company was in compliance with such financial covenants. The Company does not believe non-compliance is reasonably likely in the foreseeable future.
NOTE 15 — PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company maintains qualified defined benefit plans in the United States and Canada for its Post Foods business. Certain of the Company’s employees are eligible to participate in the Company’s qualified and supplemental noncontributory defined benefit pension plans and other postretirement benefit plans (partially subsidized retiree health and life insurance) or separate plans for Post Foods Canada Inc. Amounts for the Canadian plans are included in these disclosures and are not disclosed separately because they do not constitute a significant portion of the combined amounts.
The following tables provide the components of net periodic benefit cost for the plans.
 
Pension Benefits
 
Three Months Ended
December 31,
 
2015
 
2014
Components of net periodic benefit cost
 
 
 
Service cost
$
1.0

 
$
1.0

Interest cost
0.6

 
0.6

Expected return on plan assets
(0.7
)
 
(0.7
)
Recognized net actuarial loss
0.3

 
0.2

Recognized prior service cost
0.1

 
0.1

Net periodic benefit cost
$
1.3

 
$
1.2

 
Other Benefits
 
Three Months Ended
December 31,
 
2015
 
2014
Components of net periodic benefit cost
 
 
 
Service cost
$
0.4

 
$
0.5

Interest cost
1.3

 
1.2

Recognized net actuarial loss
0.4

 
0.4

Recognized prior service credit
(0.3
)
 
(0.4
)
Net periodic benefit cost
$
1.8

 
$
1.7

NOTE 16 — SEGMENTS
The Company’s reportable segments are as follows:
Post Consumer Brands: primarily RTE cereals;
Michael Foods Group: the predominantly foodservice and food ingredient egg, potato and pasta businesses and the retail cheese business;
Active Nutrition: protein shakes, bars and powders and nutritional supplements; and
Private Brands: primarily peanut and other nut butters, dried fruit and nuts, and granola.
Management evaluates each segment’s performance based on its segment profit, which is its operating profit before impairment of property and intangible assets, facility closure related costs, restructuring expenses, losses on assets held for sale, gain on sale


14


of plant and other unallocated corporate income and expenses. The following tables present information about the Company’s reportable segments, including corresponding amounts for the prior year.
 
 
 
Three Months Ended
December 31,
 
 
 
2015
 
2014
Net Sales
 
 
 
 
Post Consumer Brands
$
411.6

 
$
217.5

 
Michael Foods Group
586.4

 
599.3

 
Active Nutrition
115.8

 
130.4

 
Private Brands
135.6

 
127.8

 
Eliminations
(0.6
)
 
(1.1
)
 
Total
$
1,248.8

 
$
1,073.9

Segment Profit (Loss)
 
 
Post Consumer Brands
$
62.9

 
$
37.6

 
Michael Foods Group
80.8

 
42.1

 
Active Nutrition
10.5

 
(6.3
)
 
Private Brands
12.9

 
6.9

 
Total segment profit
167.1

 
80.3

General corporate expenses and other
34.2

 
39.4

Interest expense, net
77.8

 
60.1

Other expense
15.9

 
54.6

Income (loss) before income taxes
$
39.2

 
$
(73.8
)
Depreciation and amortization
 
 
 
 
Post Consumer Brands
$
26.3

 
$
12.2

 
Michael Foods Group
34.4

 
36.6

 
Active Nutrition
6.2

 
6.9

 
Private Brands
6.2

 
6.0

 
 
Total segment depreciation and amortization
73.1

 
61.7

 
Corporate and accelerated depreciation
1.7

 
1.4

 
Total
$
74.8

 
$
63.1

 
 
 
 
 
 
 

Assets
December 31, 2015
 
September 30, 2015
 
Post Consumer Brands
$
3,448.6

 
$
3,473.0

 
Michael Foods Group
3,552.9

 
3,506.0

 
Active Nutrition
644.6

 
645.4

 
Private Brands
633.4

 
651.6

 
Corporate
883.9

 
944.4

 
Total
$
9,163.4

 
$
9,220.4


15


NOTE 17 — CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF GUARANTORS
All of the Company’s senior notes (see Note 14) are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing 100% owned domestic subsidiaries and future domestic subsidiaries, the “Guarantors.” Our foreign subsidiaries, the “Non-Guarantors,” do not guarantee the senior notes. These guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary conditions).
Set forth below are the condensed consolidating financial statements presenting the results of operations, financial position and cash flows of the Parent Company (Post Holdings, Inc.), the Guarantors on a combined basis, the Non-Guarantors on a combined basis and eliminations necessary to arrive at the information for the Company as reported, on a consolidated basis. The Condensed Consolidating Financial Statements present the Parent Company’s investments in subsidiaries using the equity method of accounting. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among the Parent Company, the Guarantor and the Non-Guarantor subsidiaries. Post Holdings, Inc. and all of its domestic subsidiaries form a single consolidated tax group for U.S. income tax purposes. Accordingly, income tax expense has been presented on the Guarantors’ Condensed Statements of Operations using the consolidated U.S. effective tax rate for the Company. Income tax payable and deferred tax items for the consolidated U.S. tax paying group reside solely on the Parent Company’s Condensed Consolidated Balance Sheet.




16



POST HOLDINGS, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Unaudited)
 
Three Months Ended December 31, 2015
 
Parent
 
 
 
Non-
 
 
 
 
 
Company
 
Guarantors
 
Guarantors
 
Eliminations
 
Total
Net Sales
$

 
$
1,122.2

 
$
142.3

 
$
(15.7
)
 
$
1,248.8

Cost of goods sold

 
782.4

 
119.6

 
(15.7
)
 
886.3

Gross Profit

 
339.8

 
22.7

 

 
362.5

 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
4.6

 
173.8

 
8.6

 

 
187.0

Amortization of intangible assets

 
35.8

 
2.3

 

 
38.1

Other operating expenses, net

 
4.5

 

 

 
4.5

Operating (Loss) Profit
(4.6
)
 
125.7

 
11.8

 

 
132.9

Interest expense (income), net
75.2

 
(0.2
)
 
2.8

 

 
77.8

Other expense
15.9

 

 

 

 
15.9

(Loss) Earnings before Income Taxes
(95.7
)
 
125.9

 
9.0

 

 
39.2

Income tax (benefit) expense
(33.4
)
 
44.5

 
2.6

 

 
13.7

Net (Loss) Earnings before Equity in Subsidiaries
(62.3
)
 
81.4

 
6.4

 

 
25.5

Equity earnings (loss) in subsidiaries
87.8

 
(0.5
)
 

 
(87.3
)
 

Net Earnings
$
25.5

 
$
80.9

 
$
6.4

 
$
(87.3
)
 
$
25.5

Total Comprehensive Income
$
16.0

 
$
81.2

 
$
1.4

 
$
(82.6
)
 
$
16.0

 
Three Months Ended December 31, 2014
 
Parent
 
 
 
Non-
 
 
 
 
 
Company
 
Guarantors
 
Guarantors
 
Eliminations
 
Total
Net Sales
$

 
$
960.9

 
$
123.4

 
$
(10.4
)
 
$
1,073.9

Cost of goods sold

 
728.9

 
106.3

 
(10.4
)
 
824.8

Gross Profit

 
232.0

 
17.1

 

 
249.1

 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
3.5

 
149.9

 
13.8

 

 
167.2

Amortization of intangible assets

 
30.8

 
2.7

 

 
33.5

Other operating expenses, net

 
7.5

 

 

 
7.5

Operating (Loss) Profit
(3.5
)
 
43.8

 
0.6

 

 
40.9

Interest expense, net
57.1

 
(0.3
)
 
3.3

 

 
60.1

Other expense
54.6

 

 

 

 
54.6

(Loss) Earnings before Income Taxes
(115.2
)
 
44.1

 
(2.7
)
 

 
(73.8
)
Income tax expense (benefit)
37.9

 
(13.9
)
 
(0.5
)
 

 
23.5

Net (Loss) Earnings before Equity in Subsidiaries
(153.1
)
 
58.0

 
(2.2
)
 

 
(97.3
)
Equity earnings (loss) in subsidiaries
55.8

 
(0.5
)
 

 
(55.3
)
 

Net (Loss) Earnings
$
(97.3
)
 
$
57.5

 
$
(2.2
)
 
$
(55.3
)
 
$
(97.3
)
Total Comprehensive (Loss) Income
$
(111.2
)
 
$
57.7

 
$
(9.2
)
 
$
(48.5
)
 
$
(111.2
)








17


POST HOLDINGS, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS (Unaudited)

 
December 31, 2015
 
Parent
 
 
 
Non-
 
 
 
 
 
Company
 
Guarantors
 
Guarantors
 
Eliminations
 
Total
 
 
ASSETS
Current Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
753.2

 
$
42.5

 
$
15.5

 
$
(8.8
)
 
$
802.4

Restricted cash
1.1

 
12.3

 
0.7

 

 
14.1

Receivables, net
17.1

 
310.1

 
57.6

 
(17.3
)
 
367.5

Inventories

 
419.7

 
67.5

 

 
487.2

Prepaid expenses and other current assets
12.9

 
31.6

 
0.9

 

 
45.4

Total Current Assets
784.3

 
816.2

 
142.2

 
(26.1
)
 
1,716.6

Property, net

 
1,324.3

 
44.3

 

 
1,368.6

Goodwill

 
2,949.0

 
123.8

 

 
3,072.8

Other intangible assets, net

 
2,852.6

 
90.6

 

 
2,943.2

Intercompany receivable
1,174.4

 

 

 
(1,174.4
)
 

Intercompany notes receivable
141.3

 

 

 
(141.3
)
 

Investment in subsidiaries
6,374.9

 
20.9

 

 
(6,395.8
)
 

Other assets
55.3

 
5.9

 
1.0

 

 
62.2

Total Assets
$
8,530.2

 
$
7,968.9

 
$
401.9

 
$
(7,737.6
)
 
$
9,163.4

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$
14.3

 
$
1.6

 
$
0.3

 
$

 
$
16.2

Accounts payable
0.2

 
221.5

 
37.8

 
(26.1
)
 
233.4

Other current liabilities
85.2

 
205.5

 
24.1

 

 
314.8

Total Current Liabilities
99.7

 
428.6

 
62.2

 
(26.1
)
 
564.4

Long-term debt
4,502.6

 
1.3

 
2.3

 

 
4,506.2

Intercompany payable

 
1,169.0

 
5.4

 
(1,174.4
)
 

Intercompany notes payable

 

 
141.3

 
(141.3
)
 

Deferred income taxes
777.0

 

 
23.2

 

 
800.2

Other liabilities
171.3

 
134.0

 
7.7

 

 
313.0

Total Liabilities
5,550.6

 
1,732.9

 
242.1

 
(1,341.8
)
 
6,183.8

Total Shareholders’ Equity
2,979.6

 
6,236.0

 
159.8

 
(6,395.8
)
 
2,979.6

Total Liabilities and Shareholders’ Equity
$
8,530.2

 
$
7,968.9

 
$
401.9

 
$
(7,737.6
)
 
$
9,163.4




18


 
September 30, 2015
 
Parent
 
 
 
Non-
 
 
 
 
 
Company
 
Guarantors
 
Guarantors
 
Eliminations
 
Total
 
 
ASSETS
Current Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
809.6

 
$
30.5

 
$
19.2

 
$
(17.9
)
 
$
841.4

Restricted cash
1.1

 
17.0

 
0.7

 

 
18.8

Receivables, net
8.5

 
310.0

 
61.7

 
(14.0
)
 
366.2

Inventories

 
396.1

 
69.2

 

 
465.3

Deferred income taxes
47.5

 

 
0.2

 

 
47.7

Intercompany notes receivable
7.7

 

 

 
(7.7
)
 

Prepaid expenses and other current assets
12.7

 
27.9

 
1.7

 

 
42.3

Total Current Assets
887.1

 
781.5

 
152.7

 
(39.6
)
 
1,781.7

Property, net

 
1,286.0

 
47.2

 

 
1,333.2

Goodwill

 
2,944.8

 
128.0

 

 
3,072.8

Other intangible assets, net

 
2,873.3

 
96.0

 

 
2,969.3

Intercompany receivable
1,129.8

 

 

 
(1,129.8
)
 

Intercompany notes receivable
146.2

 

 

 
(146.2
)
 

Investment in subsidiaries
6,311.9

 
21.9

 

 
(6,333.8
)
 

Other assets
57.4

 
5.3

 
0.7

 

 
63.4

Total Assets
$
8,532.4

 
$
7,912.8

 
$
424.6

 
$
(7,649.4
)
 
$
9,220.4

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$
14.1

 
$
1.6

 
$
0.3

 
$

 
$
16.0

Accounts payable

 
254.0

 
43.1

 
(31.9
)
 
265.2

Intercompany notes payable

 

 
7.7

 
(7.7
)
 

Other current liabilities
76.1

 
225.7

 
28.0

 

 
329.8

Total Current Liabilities
90.2

 
481.3

 
79.1

 
(39.6
)
 
611.0

Long-term debt
4,507.7

 
1.3

 
2.4

 

 
4,511.4

Intercompany payable

 
1,124.2

 
5.6

 
(1,129.8
)
 

Intercompany notes payable

 

 
146.2

 
(146.2
)
 

Deferred income taxes
807.0

 

 
24.8

 

 
831.8

Other liabilities
151.5

 
130.9