REG - Signet Jewelers Ltd - Form 10Q <Origin Href="QuoteRef">SIG.N</Origin> - Part 3
29/10/2014 11:09
- Part 3: For the preceding part double click ID:nRSK4136Rb
Company Americas, the indenture trustee.
Under terms of the notes, the Issuer has obtained $600 million of financing from the unrelated third party commercial paper
conduits sponsored by JPMorgan Chase Bank, N.A., which indebtedness is secured by credit card receivables originated from
time to time by SJI. The credit card receivables will ultimately be transferred to the Issuer and are serviced by SJI.
Signet guarantees the performance by SJI of its obligations under the agreements associated with this financing
arrangement. Borrowings under the asset-backed variable funding notes will bear interest at a rate per annum equal to LIBOR
plus an applicable margin.
Capitalized fees relating to the asset-backed securitization facility of $2.8 million were incurred, of which $2.3 million
was paid and $0.5 million was accrued as of August 2, 2014. Amortization expense relating to these fees of $0.2 million was
recorded as interest expense in the condensed consolidated income statements for the 13 and 26 weeks ended August 2, 2014.
New term loan and amended revolving credit agreement
On May 27, 2014, Signet amended and restated its existing credit agreement to (i) add a new $400 million term loan facility
and (ii) amend its existing revolving credit facility. The new term loan facility is a $400 million 5-year senior unsecured
facility with JPMorgan Chase Bank, N.A., acting as administrative agent. Signet simultaneously amended and restated its
existing revolving credit facility extending the maturity date to 2019. Borrowings under each of the term loan facility and
the amended revolving credit facility will bear interest at a rate per annum equal to an applicable margin, plus, at
Signet's option, either (a) a base rate or (b) a LIBOR rate. The amended and restated credit agreement provides that Signet
may voluntarily repay outstanding loans at any time without premium or penalty other than reimbursement of the lender's
redeployment and breakage costs in certain cases.
SIGNET JEWELERS LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
Signet will be required to make scheduled quarterly payments commencing on November 1, 2014 equal to the amounts per annum
of the original principal amount of the term loan as follows: 5% in the first year, 7.5% in the second year, 10% in the
third year, 12.5% in the fourth year and 15% in the fifth year after the initial payment date, with the balance due on May
27, 2019.
The amended and restated credit agreement contains various customary representatives and warranties, financial reporting
requirements and other affirmative and negative covenants. As with Signet's prior credit facility, Signet will be required
to maintain at all times a leverage ratio of no greater than 2.50 to 1.00 and a fixed charge coverage ratio of no less than
1.40 to 1.00, both determined as of the end of each fiscal quarter of Signet for the trailing twelve months.
As of August 2, 2014, $400 million was drawn on the new term loan facility. In addition, there were no borrowings drawn on
the amended revolving credit facility, with no intra-period borrowings. Signet had stand-by letters of credit of $20.3
million as of August 2, 2014.
Capitalized fees relating to the new term loan and amended revolving credit agreement of $6.6 million were incurred, of
which $6.4 million was paid and $0.2 million was accrued as of August 2, 2014. Amortization expense relating to these fees
of $0.3 million was recorded as interest expense in the condensed consolidated income statements for the 13 and 26 weeks
ended August 2, 2014.
As of August 2, 2014, the Company was in compliance with all debt covenants.
Other
At August 2, 2014, February 1, 2014 and August 3, 2013, there were $10.1 million, $19.3 million and $1.7 million in
overdrafts, which represent issued and outstanding checks where no bank balances exist with the right of offset.
Capital Lease Obligations
In the Zale division, capital leases are entered into related to vehicles for field management. The vehicles are included
in property, plant and equipment in the accompanying condensed consolidated balance sheets and are depreciated over a
four-year life. Capital leases, net of accumulated depreciation, included in property, plant and equipment as of August 2,
2014 totaled $1.7 million. The Acquisition occurred on May 29, 2014, and therefore amounts are not included as of February
1, 2014 or August 3, 2013.
20. Acquisitions
Botswana diamond polishing factory
On November 4, 2013, Signet acquired a diamond polishing factory in Gaborone, Botswana for $9.1 million. The acquisition
expands the Company's long-term diamond sourcing capabilities and provides resources for the Company to cut and polish
stones.
The transaction was accounted for as a business combination during the fourth quarter of Fiscal 2014. During the second
quarter of Fiscal 2015, the Company finalized the valuation of net assets acquired. There were no material changes to the
valuation of net assets acquired from the initial allocation reported during the fourth quarter of Fiscal 2014. The total
consideration paid by the Company was funded through existing cash and allocated to the net assets acquired based on the
final fair values as follows: property, plant and equipment acquired of $5.5 million and goodwill of $3.6 million. See Note
10 for additional information. None of the goodwill will be deductible for income tax purposes.
The results of operations related to the acquired diamond polishing factory are reported within the Other operating segment
of Signet's consolidated results and included in Signet's condensed consolidated financial statements commencing on the
date of acquisition in the Other operating segment.
Zale Corporation
On May 29, 2014, the Company acquired 100% of the outstanding shares of Zale Corporation and Zale Corporation became a
wholly-owned consolidated subsidiary of Signet. The Acquisition reflects the Company's strategy to diversify businesses and
expand its footprint.
Under the terms of the Agreement and Plan of Merger, Zale Corporation shareholders received $21 per share in cash for each
outstanding share of common stock and the vesting, upon consummation of the Acquisition, of certain outstanding Zale
Corporation restricted stock units and stock options, which converted into the right to receive the merger consideration.
The consideration transferred in conjunction with the Acquisition was $1,458.0 million, including $478.2 million to
extinguish Zale Corporation's existing debt. The Acquisition was funded by the Company through existing cash and the
issuance of $1,400 million of long-term debt, including: (a) $400 million of senior unsecured notes due in 2024, (b) $600
million of two-year revolving asset-backed variable funding notes, and (c) a $400 million 5-year senior unsecured term loan
facility. See Note 19 for additional information related to the Company's long-term debt instruments.
SIGNET JEWELERS LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
The transaction was accounted for as a business combination during the second quarter of Fiscal 2015. The following table
summarizes the consideration transferred in conjunction with the Acquisition.
Calculation of consideration
Cash consideration paid to Zale Corporation shareholders ($21 per share) $ 910.2
Cash consideration paid for settlement of Zale Corporation stock options, restricted share awards and long term incentive plan awards 69.6
Cash paid to extinguish Zale Corporation outstanding debt as of May 29, 2014 478.2
Total consideration transferred $ 1,458.0
Total consideration transferred
$ 1,458.0
Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed in the Acquisition are
recorded at acquisition date fair values. The following table summarizes the preliminary fair values identified for the
assets acquired and liabilities assumed in the Acquisition as of May 29, 2014:
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents $ 28.8
Inventories 855.6
Other current assets 22.5
Property, plant and equipment 104.2
Intangible assets:
Trade names 420.0
Favorable leases 50.2
Deferred tax assets 126.3
Other assets 25.4
Current liabilities(1) (202.8 )
Deferred revenue (93.0 )
Unfavorable leases (50.5 )
Unfavorable contracts (65.6 )
Deferred tax liabilities (263.6 )
Other liabilities (24.6 )
Fair value of net assets acquired 932.9
Goodwill 525.1
Total consideration transferred $ 1,458.0
Total consideration transferred
$ 1,458.0
(1) Includes loans and overdrafts, accounts payable, income taxes payable, accrued expenses and other current liabilities.
As the Acquisition occurred during the second quarter of Fiscal 2015, the fair value of all assets acquired and liabilities
assumed was based upon a preliminary valuation, which the Company was still in the process of finalizing as of August 2,
2014. The estimates and assumptions utilized in the preliminary valuation are subject to change within the measurement
period as additional information is obtained. The goodwill attributable to the Acquisition will not be amortizable or
deductible for tax purposes. Goodwill represents the excess of the purchase price of acquisitions over the Company's
interest in fair value of the identifiable assets and liabilities acquired. As a result of the valuation of assets acquired
and liabilities assumed being preliminary as of August 2, 2014, the Company has not yet allocated goodwill attributable to
the Acquisition to the reporting units. See Note 10 for additional information regarding goodwill.
The following unaudited consolidated pro forma information summarizes the results of operations for the 13 and 26 weeks
ended August 2, 2014 and August 3, 2013, as if the Acquisition and related issuance of $1,400 million of long-term debt
(see Note 19) had occurred as of February 2, 2013. The unaudited consolidated pro forma financial information was prepared
in accordance with the acquisition method of accounting under existing standards and is not necessarily indicative of the
results of operations that would have occurred if the Acquisition had been completed on the date indicated, nor is it
indicative of the future operating results of the Company.
SIGNET JEWELERS LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
Pro forma sales $ 1,379.5 $ 1,285.1 $ 2,859.7 $ 2,708.0
Pro forma net income $ 83.5 $ 53.4 $ 198.5 $ 145.2
Pro forma earnings per share - basic $ 1.05 $ 0.67 $ 2.48 $ 1.80
Pro forma earnings per share - diluted $ 1.04 $ 0.66 $ 2.48 $ 1.79
$ 2,708.0
Pro forma net income
$ 83.5
$ 53.4
$ 198.5
$ 145.2
Pro forma earnings per share - basic
$ 1.05
$ 0.67
$ 2.48
$ 1.80
Pro forma earnings per share - diluted
$ 1.04
$ 0.66
$ 2.48
$ 1.79
The unaudited consolidated pro forma financial information was prepared in accordance with the acquisition method of
accounting under existing standards and is not necessarily indicative of the results of operations that would have occurred
if the Acquisition had been completed on the date indicated, nor is it indicative of the future operating results of the
Company.
The unaudited pro forma information gives effect to actual operating results prior to the Acquisition. The unaudited pro
forma information has been adjusted with respect to certain aspects of the Acquisition to reflect the following:
• Acquisition accounting adjustments to reset deferred revenue associated with extended service plans sold by Zale
Corporation prior to the Acquisition to fair value as of the acquisition date. The fair value of deferred revenue is
determined based on the estimated costs remaining to be incurred for future obligations associated with the outstanding
plans at the time of the Acquisition, plus a reasonable profit margin on the estimated costs. Adjustment also reflects the
impact of deferring the revenue associated with the lifetime extended service plans over a 10-year period as disclosed in
Note 1.
• Additional depreciation and amortization expenses that would have been recognized assuming fair value adjustments to the
existing Zale Corporation assets acquired and liabilities assumed, including inventory, intangible assets, favorable and
unfavorable leases, and unfavorable contracts.
• Tax impact of the Company's amended capital structure as a result of the Acquisition and related issuance of $1,400
million of long-term debt.
• Adjustment of valuation allowances associated with U.S. and Canadian deferred tax assets, including net operating loss
carryforwards.
• Exclusion of acquisition-related costs of $30.8 million and $39.2, which were expensed during the 13 and 26 weeks ended
August 2, 2014, respectively. Also excluded were costs associated with the unsecured bridge facility discussed in Note 19
of $0.8 million and $4.0 million, which were expensed during the 13 and 26 weeks ended August 2, 2014, respectively. All
amounts were reported within the Other segment.
The unaudited pro forma results do not reflect future events that either have occurred or may occur after the Acquisition,
including, but not limited to, the anticipated realization of expected operating synergies in subsequent periods. They also
do not give effect to acquisition related costs that the Company expects to incur in connection with the Acquisition,
including, but not limited to, additional professional fees, employee integration, retention and severance costs.
21. Condensed consolidating financial information
The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation
S-X, Rule 3-10, "Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered."
We and certain of our subsidiaries have guaranteed the obligations under certain debt securities that have been issued by
Signet UK Finance plc. The following presents the condensed consolidating financial information for: (i) the indirect
Parent Company (Signet Jewelers Limited); (ii) the Issuer of the guaranteed obligations (Signet UK Finance plc); (iii) the
Guarantor subsidiaries, on a combined basis; (iv) the non-guarantor subsidiaries, on a combined basis; (v) consolidating
eliminations; and (vi) Signet Jewelers Limited and Subsidiaries on a consolidated basis. Each Guarantor subsidiary is 100%
owned by the Parent Company at the date of each balance sheet presented. The Guarantor subsidiaries, along with Signet
Jewelers Limited, will fully and unconditionally guarantee the obligations of Signet UK Finance plc under any such debt
securities. Each entity in the consolidating financial information follows the same accounting policies as described in the
consolidated financial statements.
The accompanying condensed consolidating financial information has been presented on the equity method of accounting for
all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the
subsidiaries' cumulative results of operations, capital contributions and distributions, and other changes in equity.
Elimination entries include consolidating and eliminating entries for investments in subsidiaries, and intercompany
activity and balances.
Condensed Consolidated Income Statement
For the 13 week period ended August 2, 2014
(Unaudited)
Sales $ - $ - $ 1,207.5 $ 18.4 $ - $ 1,225.9
Cost of sales - - (811.4 ) (5.5 ) - (816.9 )
Gross margin - - 396.1 12.9 - 409.0
Selling, general and administrative expenses (0.4 ) - (371.9 ) (6.9 ) - (379.2 )
Other operating income, net - - 54.0 (0.3 ) - 53.7
Operating (loss) income (0.4 ) - 78.2 5.7 - 83.5
Intercompany interest income (expense) - 3.8 (34.8 ) 31.0 - -
Interest expense, net - (3.9 ) (7.8 ) (2.0 ) - (13.7 )
(Loss) income before income taxes (0.4 ) (0.1 ) 35.6 34.7 - 69.8
Income taxes - - (13.3 ) 1.5 - (11.8 )
Equity in income of subsidiaries 58.4 - 31.9 25.8 (116.1 ) -
Net income (loss) $ 58.0 $ (0.1 ) $ 54.2 $ 62.0 $ (116.1 ) $ 58.0
Net income (loss)
$ 58.0
$ (0.1 )
$ 54.2
$ 62.0
$ (116.1 )
$ 58.0
Condensed Consolidated Income Statement
For the 26 week period ended August 2, 2014
(Unaudited)
Sales $ - $ - $ 2,251.2 $ 30.8 $ - $ 2,282.0
Cost of sales - - (1,459.0 ) (6.8 ) - (1,465.8 )
Gross margin - - 792.2 24.0 - 816.2
Selling, general and administrative expenses (0.8 ) - (675.7 ) (13.2 ) - (689.7 )
Other operating income, net - - 106.0 1.7 - 107.7
Operating (loss) income (0.8 ) - 222.5 12.5 - 234.2
Intercompany interest income (expense) - 3.8 (41.8 ) 38.0 - -
Interest expense, net - (3.9 ) (9.6 ) (2.0 ) - (15.5 )
(Loss) income before income taxes (0.8 ) (0.1 ) 171.1 48.5 - 218.7
Income taxes - - (69.2 ) 5.1 - (64.1 )
Equity in income of subsidiaries 155.4 - 123.1 106.6 (385.1 ) -
Net income (loss) $ 154.6 $ (0.1 ) $ 225.0 $ 160.2 $ (385.1 ) $ 154.6
Net income (loss)
$ 154.6
$ (0.1 )
$ 225.0
$ 160.2
$ (385.1 )
$ 154.6
Condensed Consolidated Income Statement
For the 13 week period ended August 3, 2013
(Unaudited)
Sales $ - $ - $ 870.3 $ 9.9 $ - $ 880.2
Cost of sales - - (570.2 ) (0.3 ) - (570.5 )
Gross margin - - 300.1 9.6 - 309.7
Selling, general and administrative expenses (0.7 ) - (250.6 ) 0.8 - (250.5 )
Other operating income, net - - 47.6 (1.3 ) - 46.3
Operating (loss) income (0.7 ) - 97.1 9.1 - 105.5
Intercompany interest (expense) income - - (9.0 ) 9.0 - -
Interest expense, net - - (1.0 ) - - (1.0 )
(Loss) income before income taxes (0.7 ) - 87.1 18.1 - 104.5
Income taxes - - (33.1 ) (4.0 ) - (37.1 )
Equity in income of subsidiaries 68.1 - 59.9 54.0 (182.0 ) -
Net income $ 67.4 $ - $ 113.9 $ 68.1 $ (182.0 ) $ 67.4
Condensed Consolidated Income StatementFor the 26 week period ended August 3, 2013(Unaudited)
(in millions) Signet Signet UK Guarantor Non- Eliminations Consolidated
Jewelers Finance plc Subsidiaries Guarantor
Limited Subsidiaries
Sales $ - $ - $ 1,852.0 $ 21.8 $ - $ 1,873.8
Cost of sales - - (1,179.5 ) (1.8 ) - (1,181.3 )
Gross margin - - 672.5 20.0 - 692.5
Selling, general and administrative expenses (1.1 ) - (536.2 ) (0.2 ) - (537.5 )
Other operating income, net - - 95.0 (1.7 ) - 93.3
Operating (loss) income (1.1 ) - 231.3 18.1 - 248.3
Intercompany interest (expense) income - - (17.1 ) 17.1 - -
Interest expense, net - - (1.9 ) - - (1.9 )
(Loss) income before income taxes (1.1 ) - 212.3 35.2 - 246.4
Income taxes - - (81.9 ) (5.3 ) - (87.2 )
Equity in income of subsidiaries 160.3 - 143.6 130.0 (433.9 ) -
Net income $ 159.2 $ - $ 274.0 $ 159.9 $ (433.9 ) $ 159.2
Net income
$ 159.2
$ -
$ 274.0
$ 159.9
$ (433.9 )
$ 159.2
Condensed Consolidated Statement of Comprehensive Income
For the 13 week period ended August 2, 2014
(Unaudited)
Net income $ 58.0 $ (0.1 ) $ 54.2 $ 62.0 $ (116.1 ) $ 58.0
Other comprehensive income (loss):
Foreign currency translation adjustments (2.3 ) - (2.6 ) 0.4 2.2 (2.3 )
Available-for-sale securities:
Unrealized loss (0.2 ) - - (0.2 ) 0.2 (0.2 )
Cash flow hedges:
Unrealized loss (0.1 ) - (0.1 ) - 0.1 (0.1 )
Reclassification adjustment for losses to net income 3.4 - 3.4 - (3.4 ) 3.4
Pension plan:
Actuarial gain - - - (0.4 ) -
Reclassification adjustment to net income for amortization of actuarial loss 0.4 - 0.4 - - 0.4
Prior service benefit - - - - -
Reclassification adjustment to net income for amortization of prior service credits (0.4 ) - (0.4 ) - 0.4 (0.4 )
Total other comprehensive income 0.8 - 0.7 0.2 (0.9 ) 0.8
Total comprehensive income (loss) $ 58.8 $ (0.1 ) $ 54.9 $ 62.2 $ (117.0 ) $ 58.8
Condensed Consolidated Statement of Comprehensive IncomeFor the 26 week period ended August 2, 2014(Unaudited)
(in millions) Signet Signet UK Guarantor Non- Eliminations Consolidated
Jewelers Finance plc Subsidiaries Guarantor
Limited Subsidiaries
Net income $ 154.6 $ (0.1 ) $ 225.0 $ 160.2 $ (385.1 ) $ 154.6
Other comprehensive income (loss):
Foreign currency translation adjustments 7.3 - 8.3 (1.4 ) (6.9 ) 7.3
Available-for-sale securities:
Unrealized loss (0.2 ) - - (0.2 ) 0.2 (0.2 )
Cash flow hedges:
Unrealized gain 0.2 - 0.2 - (0.2 ) 0.2
Reclassification adjustment for losses to net income 8.1 - 8.1 - (8.1 ) 8.1
Pension plan:
Actuarial gain - - - - - -
Reclassification adjustment to net income for amortization of actuarial loss 0.8 - 0.8 - (0.8 ) 0.8
Prior service benefit - - - - - -
Reclassification adjustment to net income for amortization of prior service credits (0.7 ) - (0.7 ) - 0.7 (0.7 )
Total other comprehensive (loss) income 15.5 - (16.7 ) (1.6 ) (15.1 ) 15.5
Total comprehensive income (loss) $ 170.1 $ (0.1 ) $ 241.7 $ 158.6 $ (400.2 ) $ 170.1
Total comprehensive income (loss)
$ 170.1
$ (0.1 )
$ 241.7
$ 158.6
$ (400.2 )
$ 170.1
Condensed Consolidated Statement of Comprehensive Income
For the 13 week period ended August 3, 2013
(Unaudited)
Net income $ 67.4 $ - $ 113.9 $ 68.1 $ (182.0 ) $ 67.4
Other comprehensive income (loss):
Foreign currency translation adjustments (5.2 ) - (5.9 ) 1.2 4.7 (5.2 )
Cash flow hedges:
Unrealized loss (5.4 ) - (5.4 ) - 5.4 (5.4 )
Reclassification adjustment for gains to net income (0.1 ) - (0.1 ) - 0.1 (0.1 )
Pension plan:
Actuarial gain - - - - - -
Reclassification adjustment to net income for amortization of actuarial loss 0.4 - 0.4 - (0.4 ) 0.4
Prior service benefit - - - - - -
Reclassification adjustment to net income for amortization of prior service credits (0.2 ) - (0.2 ) - 0.2 (0.2 )
Total other comprehensive (loss) income (10.5 ) - (11.2 ) 1.2 10.0 (10.5 )
Total comprehensive income $ 56.9 $ - $ 102.7 $ 69.3 $ (172.0 ) $ 56.9
Condensed Consolidated Statement of Comprehensive IncomeFor the 26 week period ended August 3, 2013(Unaudited)
(in millions) Signet Signet UK Guarantor Non- Eliminations Consolidated
Jewelers Finance plc Subsidiaries Guarantor
Limited Subsidiaries
Net income $ 159.2 $ - $ 274.0 $ 159.9 $ (433.9 ) $ 159.2
Other comprehensive income (loss):
Foreign currency translation adjustments (7.0 ) - (8.0 ) 1.6 6.4 (7.0 )
Cash flow hedges:
Unrealized loss (16.8 ) - (16.8 ) - 16.8 (16.8 )
Reclassification adjustment for gains to net income (0.7 ) - (0.7 ) - 0.7 (0.7 )
Pension plan:
Actuarial gain - - - - - -
Reclassification adjustment to net income for amortization of actuarial loss 0.9 - 0.9 - (0.9 ) 0.9
Prior service benefit - - - - - -
Reclassification adjustment to net income for amortization of prior service credits (0.6 ) - (0.6 ) - 0.6 (0.6 )
Total other comprehensive (loss) income (24.2 ) - (25.2 ) 1.6 23.6 (24.2 )
Total comprehensive income $ 135.0 $ - $ 248.8 $ 161.5 $ (410.3 ) $ 135.0
Total comprehensive income
$ 135.0
$ -
$ 248.8
$ 161.5
$ (410.3 )
$ 135.0
Condensed Consolidated Balance Sheet
August 2, 2014
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 1.4 $ - $ 191.1 $ 22.5 $ - $ 215.0
Accounts receivable, net - - 1,306.9 9.1 - 1,316.0
Intercompany receivables, net 50.9 - - - (50.9 ) -
Other receivables - - 52.3 1.8 - 54.1
Other current assets 0.1 0.7 115.2 4.5 - 120.5
Deferred tax assets - - 2.1 0.2 - 2.3
Income taxes - - 14.9 0.6 - 15.5
Inventories - - 2,287.0 58.3 - 2,345.3
Total current assets 52.4 0.7 3,969.5 97.0 (50.9 ) 4,068.7
Non-current assets:
Property, plant and equipment, net - - 621.6 6.2 - 627.8
Goodwill - - 548.3 3.6 - 551.9
Intangible assets, net - - 467.6 - - 467.6
Investment in subsidiaries 2,646.2 - 546.8 435.8 (3,628.8 ) -
Intercompany receivables, net - 403.9 - 3,330.0 (3,733.9 ) -
Other assets - 6.1 100.4 26.5 - 133.0
Deferred tax assets - - 84.4 - - 84.4
Retirement benefit asset - - 61.3 - - 61.3
Total assets $ 2,698.6 $ 410.7 $ 6,399.9 $ 3,899.1 $ (7,413.6 ) $ 5,994.7
Liabilities and Shareholders' equity
Current liabilities:
Loans and overdrafts $ - $ - $ 31.2 $ - $ - $ 31.2
Accounts payable - - 234.7 0.3 - 235.0
Intercompany payables, net - - 19.7 31.2 (50.9 ) -
Accrued expenses and other current liabilities 14.7 5.0 392.4 10.0 - 422.1
Deferred revenue - - 211.1 - - 211.1
Deferred tax liabilities - - 218.9 - - 218.9
Income taxes - - 60.4 (5.0 ) - 55.4
Total current liabilities 14.7 5.0 1,168.4 36.5 (50.9 ) 1,173.7
Non-current liabilities:
Long-term debt - 398.4 380.7 600.0 - 1,379.1
Intercompany payables, net - - 3,733.9 - (3,733.9 ) -
Other liabilities - - 226.9 8.5 - 235.4
Deferred revenue - - 520.4 - - 520.4
Deferred tax liabilities - - 2.2 - - 2.2
Total liabilities 14.7 403.4 6,032.5 645.0 (3,784.8 ) 3,310.8
Total shareholders' equity 2,683.9 7.3 367.4 3,254.1 (3,628.8 ) 2,683.9
Total liabilities and shareholders' equity $ 2,698.6 $ 410.7 $ 6,399.9 $ 3,899.1 $ (7,413.6 ) $ 5,994.7
Total liabilities and shareholders' equity
$ 2,698.6
$ 410.7
$ 6,399.9
$ 3,899.1
$ (7,413.6 )
$ 5,994.7
Condensed Consolidated Balance Sheet
February 1, 2014
Assets
Current assets:
Cash and cash equivalents $ 1.4 $ - $ 237.0 $ 9.2 $ - $ 247.6
Accounts receivable, net - - 1,361.3 12.7 - 1,374.0
Intercompany receivables, net 47.7 - - 238.0 (285.7 ) -
Other receivables - - 51.1 0.4 - 51.5
Other current assets - - 86.5 0.5 - 87.0
Deferred tax assets - - 2.8 0.2 - 3.0
Income taxes - - 6.0 0.5 - 6.5
Inventories - - 1,434.5 53.5 - 1,488.0
Total current assets 49.1 - 3,179.2 315.0 (285.7 ) 3,257.6
Non-current assets:
Property, plant and equipment, net - - 481.5 6.1 - 487.6
Investment in subsidiaries 2,526.3 - 1,452.8 1,143.2 (5,122.3 ) -
Intercompany receivables, net - - - 1,098.0 (1,098.0 ) -
Other assets - - 110.4 3.6 - 114.0
Deferred tax assets - - 113.6 0.1 - 113.7
Retirement benefit asset - - 56.3 - - 56.3
Total assets $ 2,575.4 $ - $ 5,393.8 $ 2,566.0 $ (6,506.0 ) $ 4,029.2
Liabilities and Shareholders' equity
Current liabilities:
Loans and overdrafts $ - $ - $ 19.3 $ - $ - $ 19.3
Accounts payable - - 160.5 2.4 - 162.9
Intercompany payables, net - - 285.7 - (285.7 ) -
Accrued expenses and other current liabilities 12.3 - 313.1 3.1 - 328.5
Deferred revenue - - 173.0 - - 173.0
Deferred tax liabilities - - 113.1 - - 113.1
Income taxes - - 101.3 2.6 - 103.9
Total current liabilities 12.3 - 1,166.0 8.1 (285.7 ) 900.7
Non-current liabilities:
Long-term debt - - - - - -
Intercompany payables, net - - 1,098.0 - (1,098.0 ) -
Other liabilities - - 118.5 3.2 - 121.7
Deferred revenue - - 443.7 - - 443.7
Total liabilities 12.3 - 2,826.2 11.3 (1,383.7 ) 1,466.1
Total shareholders' equity 2,563.1 - 2,567.6 2,554.7 (5,122.3 ) 2,563.1
Total liabilities and shareholders' equity $ 2,575.4 $ - $ 5,393.8 $ 2,566.0 $ (6,506.0 ) $ 4,029.2
Total liabilities and shareholders' equity
$ 2,575.4
$ -
$ 5,393.8
$ 2,566.0
$ (6,506.0 )
$ 4,029.2
Condensed Consolidated Balance Sheet
August 3, 2013
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 0.9 $ - $ 203.1 $ 8.9 $ - $ 212.9
Accounts receivable, net - - 1,144.1 8.0 - 1,152.1
Intercompany receivables, net 48.1 - - 725.0 (773.1 ) -
Other receivables - - 42.6 0.4 - 43.0
Other current assets 0.1 - 79.0 0.1 - 79.2
Deferred tax assets - - 2.0 0.3 - 2.3
Income taxes - - 12.8 - - 12.8
Inventories - - 1,367.5 50.2 - 1,417.7
Total current assets 49.1 - 2,851.1 792.9 (773.1 ) 2,920.0
Non-current assets:
Property, plant and equipment, net - - 434.1 0.8 - 434.9
Investment in subsidiaries 2,335.7 - 1,455.2 1,157.5 (4,948.4 ) -
Intercompany receivables, net - - - 600.0 (600.0 ) -
Other assets - - 107.4 - - 107.4
Deferred tax assets - - 127.3 - - 127.3
Retirement benefit asset - - 50.7 - - 50.7
Total assets $ 2,384.8 $ - $ 5,025.8 $ 2,551.2 $ (6,321.5 ) $ 3,640.3
Liabilities and Shareholders' equity
Current liabilities:
Loans and overdrafts $ - $ - $ 1.7 $ - $ - $ 1.7
Accounts payable - - 129.6 0.7 - 130.3
Intercompany payables, net - - 773.1 - (773.1 ) -
Accrued expenses and other current liabilities 12.2 - 245.4 2.1 - 259.7
Deferred revenue - - 154.6 - - 154.6
Deferred tax liabilities - - 140.8 - - 140.8
Income taxes - - 45.2 1.7 - 46.9
Total current liabilities 12.2 - 1,490.4 4.5 (773.1 ) 734.0
Non-current liabilities:
Intercompany payables, net - - 600.0 - (600.0 ) -
Deferred tax liabilities - - 0.7 - - 0.7
Other liabilities - - 109.9 4.7 -
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