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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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06-1398235
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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4 Tesseneer Drive
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41076-9753
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Highland Heights, KY
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(Zip Code)
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(Address of principal executive offices)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 Par Value
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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PAGE
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ITEM 1.
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BUSINESS
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•
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Utilizing the Company's assets, financial strength and flexibility, distribution system, global and product diversity, brands, and the talents and strong commitment of employees to build profitability through excellence in the Company's primary business, wire and cable manufacturing and distribution;
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•
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Managing the Company's product portfolio by pursuing market share in fast growing and value added product lines as well as strategic investments in attractive long term growth opportunities;
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•
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Focusing on continuous improvement and operating efficiency through the execution of Lean Six Sigma (“Lean”) strategies and technical expertise to maintain the Company's position as a low cost provider;
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•
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Expanding operations through organic growth and acquisitions;
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•
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Leveraging our diversity and intellectual property through the sharing of best practices across the global organization; and
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•
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Maintaining high operational standards through sustainability, safety, and innovation.
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Product Category
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Principal Products
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Principal Markets
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Principal End-Users
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Electric Utility
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- low- and medium-voltage distribution cables
- high- and extra-high-voltage underground transmission cables and installation
- bare overhead conductors
- submarine transmission and distribution cables
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- electric utilities
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- investor-owned utility companies
- government-owned and state and local public power companies
- contractors
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Electrical Infrastructure
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- rubber- and plastic-jacketed wire and cables
- low- and medium-voltage industrial power cables
- ignition wire sets
- cable wire harnesses
- rail and mass transit cables
- shipboard cables
- oil and gas cables
- armored mining cables
- alternative energy power generation cables
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- power generating stations; solar, nuclear, wind applications
- industrial applications; marine, mining, oil and gas, transit, machine builders and entertainment
- military
- infrastructure
- automotive aftermarket
- industrial power and control
- medical
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- industrial consumers
- contractors
- electrical distributors
- electrical retailers
- OEM (original equipment manufacturers)
- DIY (do-it-yourself customers)
- industrial equipment manufacturers
- military customers
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Communications
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- high-bandwidth twisted copper and fiber optic cables
- multi-conductor and multi-pair fiber and copper networking cables
- outside plant telecommunications exchange cables
- coaxial cables
- fiber-optic submarine cable systems
- low detection profile cables
- turn-key submarine networks
- offshore integration systems
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- telecom local loop
- enterprise networking and multimedia applications
- industrial instrumentation control
- commercial
- residential
- building management
- entertainment
- renewable energy
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- telecommunications system operators
- contractors
- telecommunications distributors
- system integrators
- OEM
- DIY
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Construction
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- construction cable
- flexible cords; halogen-free, low-smoke and flame retardant cables
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- residential and non-residential construction
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- retail home centers
- electricians
- distributors
- installation and engineering contractors
- DIY
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Rod Mill
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- copper rod
- aluminum rod
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- wire and cable industry
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- wire and cable manufacturers
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Average daily selling price: ($ per pound)
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Quarter 1
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Quarter 2
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Quarter 3
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Quarter 4
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Full Year
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Copper Cathode
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2013
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$3.60
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$3.25
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$3.23
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$3.28
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$3.34
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2012
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3.78
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3.55
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3.53
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3.60
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3.62
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2011
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4.39
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4.16
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4.07
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3.41
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4.01
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Aluminum
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2013
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1.02
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0.95
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0.92
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0.91
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0.95
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2012
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1.07
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0.99
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0.98
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1.02
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1.02
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2011
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1.20
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1.26
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1.17
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1.03
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1.16
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Name
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Age
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Position
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Gregory B. Kenny
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61
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President and Chief Executive Officer
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Brian J. Robinson
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45
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Executive Vice President and Chief Financial Officer
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Robert J. Siverd
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65
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Executive Vice President, General Counsel and Secretary
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Peter A. Campbell
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53
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Executive Vice President, President and Chief Executive Officer, General Cable Asia Pacific
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Gregory J. Lampert
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46
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Executive Vice President, President and Chief Executive Officer, General Cable Americas
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Emmanuel Sabonnadiere
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49
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Executive Vice President, President and Chief Executive Officer, General Cable Europe and Mediterranean
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•
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Our net sales, net income and growth depend largely on the economic strength of the geographic markets that we serve, and if these markets become weaker, we could experience decreased sales and net income.
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•
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Volatility in the price of copper and aluminum and other raw materials, as well as fuel and energy, could adversely affect our businesses.
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•
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The markets for our products are highly competitive, and if we fail to successfully invest in product development, productivity improvements and customer service and support, sales of our products could be adversely affected.
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Our business is subject to the economic, political and other risks of maintaining facilities and selling products in foreign countries.
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In each of our markets, we face pricing pressures. Such pricing pressures could adversely affect our results of operations and financial performance.
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•
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Growth through acquisition has been a significant part of our strategy and we may not be able to successfully identify, obtain or integrate acquisitions.
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Alternative technologies, such as fiber optic and wireless technologies, may make some of our products less competitive.
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We are substantially dependent upon distributors and retailers for non-exclusive sales of our products and they could cease purchasing our products at any time.
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Changes in our tax rates or exposure to new tax laws could impact our profitability.
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•
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Changes in industry standards and regulatory requirements may adversely affect our business.
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Failure to properly execute large customer projects may negatively impact our ability to obtain similar contracts in the future and may result in material financial penalties.
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Interruptions of supplies from key suppliers may affect our results of operations and financial performance.
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•
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We source and sell products globally and are exposed to fluctuations in foreign currency exchange rates.
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Compliance with foreign and U.S. laws and regulations applicable to our international
operations, including the Foreign Corrupt Practices Act ("FCPA") and other applicable anti-corruption laws, may increase the cost of doing
business in international jurisdictions.
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Failure to negotiate extensions of our labor agreements as they expire may result in a disruption of our operations.
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Failure or disruptions of our information systems could interfere with our business and operations.
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•
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The Company is exposed to counterparty risk in our hedging arrangements.
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As a result of market and industry conditions or in the event we close any of our manufacturing facilities, we may be required to recognize impairment charges for our long-lived assets, including goodwill.
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Declining returns in the investment portfolio of our defined benefit pension plans and changes in actuarial assumptions could increase the volatility in our pension expense and require us to increase cash contributions to the plans.
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Environmental liabilities could potentially adversely impact us and our affiliates.
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We are subject to certain asbestos litigation and unexpected judgments or settlements that could have a material adverse effect on our financial results.
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Pending antitrust and competition law investigations relating to the cable industry could negatively impact our Company.
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•
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If we fail to attract and retain our key employees, our business may be harmed.
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•
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Our indebtedness and our ability to pay could adversely affect our business and financial condition.
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Failure to comply with covenants and other provisions in our existing or future financing agreements could result in cross-defaults under some of our financing agreements, which could jeopardize our ability to satisfy our obligations.
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If we fail to meet our payment or other obligations under our secured indebtedness, the lenders under this indebtedness could foreclose on, and acquire control of, substantially all of our assets.
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Our ability to pay principal and interest on outstanding indebtedness depends upon our receipt of dividends or other intercompany transfers from our subsidiaries.
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A downgrade in our financial strength or credit ratings could limit our ability to conduct our business or offer and sell additional debt securities.
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•
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The trading price of our common stock may be adversely affected by many factors, not all of which are within our control, as well as by future issuances of our common stock or additional series of preferred stock.
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If we fail to comply with the reporting obligations of the Exchange Act or if we fail to maintain adequate internal control over financial reporting, our business and the trading price of our common stock could be materially adversely affected.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ROW Operating Segment Manufacturing Properties
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Number of Properties by Country
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Owned or Leased
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Brazil - 3
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2 owned, 1 leased
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Colombia - 2
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1 owned, 1 leased
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Thailand - 2
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2 owned
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Venezuela - 2
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2 owned
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China - 1
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1 leased
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Chile - 1
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1 owned
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Costa Rica - 1
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1 owned
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Fiji - 1
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1 owned
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Honduras - 1
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1 owned
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India - 1
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1 owned
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Mexico - 1
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1 owned
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New Zealand - 1
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1 owned
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Peru - 1
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1 leased
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Philippines - 1
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1 owned
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South Africa - 1
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1 leased
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Zambia - 1
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1 owned
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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2013
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2012
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||||||||||||
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High
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Low
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High
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Low
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||||||||
First Quarter
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$
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36.73
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$
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30.74
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$
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34.54
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$
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26.24
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Second Quarter
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37.14
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29.20
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33.17
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23.92
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Third Quarter
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33.85
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29.66
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31.98
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24.70
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Fourth Quarter
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34.61
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27.27
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31.16
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26.36
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May
1997
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Dec
1997
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Dec
1998
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Dec
1999
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Dec
2000
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Dec
2001
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Dec
2002
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Dec
2003
|
Dec
2004
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Dec
2005
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Dec
2006
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Dec
2007
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Dec
2008
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Dec
2009
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Dec
2010
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Dec
2011
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Dec
2012
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Dec 2013
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||||||||||||||||||
General Cable
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100
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|
167
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|
143
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53
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32
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|
97
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29
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62
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105
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149
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331
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555
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134
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223
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266
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189
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230
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228
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2013 Peer Group
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100
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|
138
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93
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|
108
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|
121
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|
92
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|
57
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|
95
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|
115
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|
130
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|
288
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|
343
|
|
187
|
|
222
|
|
239
|
|
178
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|
236
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|
254
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|
S&P 500
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100
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|
117
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|
148
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|
177
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|
159
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|
138
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|
106
|
|
134
|
|
146
|
|
150
|
|
171
|
|
177
|
|
109
|
|
134
|
|
152
|
|
152
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|
172
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|
223
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(1)
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Assumes the value of the investment in General Cable common stock and each index was $100 on May 16, 1997, also assumes dividend reinvestment. The
2013
Peer Group consists of Belden Inc. (NYSE: BDC), Prysmian (Italy Stock Exchange) and Nexans (Paris Stock Exchange). Returns in the
2013
,
2012
and
2011
Peer Group are weighted by capitalization.
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Period
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Total number of shares purchased
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Average price paid per share
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Total number of shares purchased as part of publicly announced plans
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Approximate dollar value of shares that may yet be purchased under the plans
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||||||
March 30, 2013 through April 26, 2013
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—
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$
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—
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—
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$
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125,000,000
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April 27, 2013 through May 24, 2013
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—
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$
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—
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—
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$
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125,000,000
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May 25, 2013 through June 28, 2013
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579,038
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$
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32.76
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579,038
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$
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106,030,715
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June 29, 2013 through July 26, 2013
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18,493
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$
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29.99
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18,493
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$
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105,476,110
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July 27, 2013 through August 23, 2013
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—
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$
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—
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—
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$
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105,476,110
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August 24, 2013 through September 27, 2013
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—
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|
$
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—
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—
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$
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105,476,110
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|
September 28, 2013 through October 25, 2013
|
—
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|
$
|
—
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|
—
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$
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105,476,110
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|
October 26, 2013 through November 22, 2013
|
—
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|
$
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—
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|
—
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$
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105,476,110
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|
November 23, 2013 through December 31, 2013
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—
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|
$
|
—
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|
—
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$
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105,476,110
|
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ITEM 6.
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SELECTED FINANCIAL DATA
|
|
Year Ended December 31,
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||||||||||||||||||
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2013
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2012
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2011
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2010
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2009
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(in millions, except metal price and share data)
|
||||||||||||||||||
Net sales
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$
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6,421.2
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$
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6,059.5
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$
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5,808.2
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$
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4,856.0
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$
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4,378.6
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Gross profit
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703.7
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624.9
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594.3
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539.9
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504.0
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|||||
Operating income
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211.7
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199.4
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214.6
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207.8
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163.5
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Other income (expense)
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(66.7
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)
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(2.9
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)
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(31.7
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)
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(28.1
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)
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7.0
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|||||
Interest expense, net
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(118.0
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)
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(100.3
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)
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(91.5
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)
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(71.6
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)
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(83.0
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)
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|||||
Loss on extinguishment of debt
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—
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(9.3
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)
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—
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|
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—
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|
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(7.6
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)
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|||||
Income before income taxes
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27.0
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|
|
86.9
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|
|
91.4
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|
|
108.1
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|
|
79.9
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|||||
Income tax provision
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(38.8
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)
|
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(78.6
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)
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(38.6
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)
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(45.9
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)
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(35.7
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)
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|||||
Equity in net earnings of affiliated companies
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1.7
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|
|
1.7
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|
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2.9
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|
1.4
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|
|
0.9
|
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|||||
Net income (loss) including noncontrolling interest
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(10.1
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)
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|
10.0
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55.7
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|
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63.6
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|
|
45.1
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|
|||||
Less: preferred stock dividends
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0.3
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|
0.3
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|
|
0.3
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|
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0.3
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|
|
0.3
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|||||
Less: net income (loss) attributable to noncontrolling interest
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7.7
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|
|
5.7
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|
|
0.9
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|
|
7.1
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|
|
7.7
|
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|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(18.1
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)
|
|
$
|
4.0
|
|
|
$
|
54.5
|
|
|
$
|
56.2
|
|
|
$
|
37.1
|
|
Earnings (losses) per common share-basic
|
$
|
(0.37
|
)
|
|
$
|
0.08
|
|
|
$
|
1.05
|
|
|
$
|
1.08
|
|
|
$
|
0.71
|
|
Earnings (losses) per common share-assuming dilution
|
$
|
(0.37
|
)
|
|
$
|
0.08
|
|
|
$
|
1.02
|
|
|
$
|
1.06
|
|
|
$
|
0.71
|
|
Weighted average common shares outstanding-basic
|
49.4
|
|
|
49.7
|
|
|
51.9
|
|
|
52.1
|
|
|
52.0
|
|
|||||
Weighted average common shares outstanding-assuming dilution
|
49.4
|
|
|
51.1
|
|
|
53.7
|
|
|
53.1
|
|
|
52.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
133.5
|
|
|
$
|
117.4
|
|
|
$
|
115.0
|
|
|
$
|
105.8
|
|
|
$
|
111.3
|
|
Capital expenditures
|
89.1
|
|
|
108.6
|
|
|
121.5
|
|
|
$
|
115.3
|
|
|
$
|
143.6
|
|
|||
Average daily COMEX price per pound of copper cathode
|
$
|
3.34
|
|
|
$
|
3.62
|
|
|
$
|
4.01
|
|
|
$
|
3.43
|
|
|
$
|
2.35
|
|
Average daily price per pound of aluminum rod
|
$
|
0.95
|
|
|
$
|
1.02
|
|
|
$
|
1.16
|
|
|
$
|
1.05
|
|
|
$
|
0.80
|
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
|
Dec 31, 2010
|
|
Dec 31, 2009
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
(1)
|
$
|
1,450.7
|
|
|
$
|
1,240.2
|
|
|
$
|
1,297.7
|
|
|
$
|
1,341.1
|
|
|
$
|
1,346.3
|
|
Total assets
|
4,578.9
|
|
|
4,932.6
|
|
|
4,375.9
|
|
|
4,301.7
|
|
|
3,993.3
|
|
|||||
Total debt
|
1,386.9
|
|
|
1,450.1
|
|
|
1,048.9
|
|
|
985.5
|
|
|
922.3
|
|
|||||
Dividends to common shareholders
|
26.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total equity
|
1,379.8
|
|
|
1,448.2
|
|
|
1,437.9
|
|
|
1,552.4
|
|
|
1,472.9
|
|
(1)
|
Working capital means current assets less current liabilities.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Currency volatility and continued political uncertainty in certain markets;
|
•
|
Competitive price pressures in certain markets;
|
•
|
New commodity deposits are more difficult to find, harder and more expensive to extract, and lower in quantities;
|
•
|
Recovery is slowly advancing in Europe and demand continues to be uneven for a broad spectrum of products in Europe;
|
•
|
New communications networks are an enabling technology, resulting in access to knowledge; a great equalizer;
|
•
|
Climate change concerns are resulting in increased regulatory energy mandates, emphasizing renewable sources of energy;
|
•
|
Project timing continues to be volatile resulting in a lag in demand in all segments;
|
•
|
Countries are seeking greater energy independence for political and economic reasons; and
|
•
|
Markets in the U.S. and Canada have remained relatively stable compared to the uneven and challenging operating environments of the emerging economies.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Net sales
|
$
|
6,421.2
|
|
|
100.0
|
%
|
|
$
|
6,059.5
|
|
|
100.0
|
%
|
|
$
|
5,808.2
|
|
|
100.0
|
%
|
Cost of sales
|
5,717.5
|
|
|
89.0
|
%
|
|
5,434.6
|
|
|
89.7
|
%
|
|
5,213.9
|
|
|
89.8
|
%
|
|||
Gross profit
|
703.7
|
|
|
11.0
|
%
|
|
624.9
|
|
|
10.3
|
%
|
|
594.3
|
|
|
10.2
|
%
|
|||
Selling, general and administrative expenses
|
492.0
|
|
|
7.7
|
%
|
|
425.5
|
|
|
7.0
|
%
|
|
379.7
|
|
|
6.5
|
%
|
|||
Operating income
|
211.7
|
|
|
3.3
|
%
|
|
199.4
|
|
|
3.3
|
%
|
|
214.6
|
|
|
3.7
|
%
|
|||
Other income (expense)
|
(66.7
|
)
|
|
(1.0
|
)%
|
|
(2.9
|
)
|
|
—
|
%
|
|
(31.7
|
)
|
|
(0.5
|
)%
|
|||
Interest expense, net, and loss on extinguishment of debt
|
(118.0
|
)
|
|
(1.8
|
)%
|
|
(109.6
|
)
|
|
(1.8
|
)%
|
|
(91.5
|
)
|
|
(1.6
|
)%
|
|||
Income before income taxes
|
27.0
|
|
|
0.4
|
%
|
|
86.9
|
|
|
1.4
|
%
|
|
91.4
|
|
|
1.6
|
%
|
|||
Income tax provision
|
(38.8
|
)
|
|
(0.6
|
)%
|
|
(78.6
|
)
|
|
(1.3
|
)%
|
|
(38.6
|
)
|
|
(0.7
|
)%
|
|||
Equity in net earnings of affiliated companies
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
2.9
|
|
|
—
|
%
|
|||
Net income (loss) including noncontrolling interest
|
(10.1
|
)
|
|
(0.2
|
)%
|
|
10.0
|
|
|
0.2
|
%
|
|
55.7
|
|
|
1.0
|
%
|
|||
Less: preferred stock dividends
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|||
Less: net income (loss) attributable to noncontrolling interest
|
7.7
|
|
|
0.1
|
%
|
|
5.7
|
|
|
0.1
|
|
|
0.9
|
|
|
—
|
%
|
|||
Net income (loss) attributable to Company common shareholders
|
$
|
(18.1
|
)
|
|
(0.3
|
)%
|
|
$
|
4.0
|
|
|
0.1
|
%
|
|
$
|
54.5
|
|
|
0.9
|
%
|
|
Net Sales
Year Ended
|
||||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
2,751.6
|
|
|
43
|
%
|
|
$
|
2,340.2
|
|
|
39
|
%
|
Europe and Mediterranean
|
1,629.6
|
|
|
25
|
%
|
|
1,684.2
|
|
|
28
|
%
|
||
ROW
|
2,040.0
|
|
|
32
|
%
|
|
2,035.1
|
|
|
33
|
%
|
||
Total net sales
|
$
|
6,421.2
|
|
|
100
|
%
|
|
$
|
6,059.5
|
|
|
100
|
%
|
|
Metal-Adjusted Net Sales
Year Ended
|
||||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
2,751.6
|
|
|
43
|
%
|
|
$
|
2,266.0
|
|
|
39
|
%
|
Europe and Mediterranean
|
1,629.6
|
|
|
25
|
%
|
|
1,631.8
|
|
|
28
|
%
|
||
ROW
|
2,040.0
|
|
|
32
|
%
|
|
1,946.0
|
|
|
33
|
%
|
||
Total metal-adjusted net sales
|
$
|
6,421.2
|
|
|
100
|
%
|
|
$
|
5,843.8
|
|
|
100
|
%
|
Metal adjustment
|
—
|
|
|
|
|
215.7
|
|
|
|
||||
Total net sales
|
$
|
6,421.2
|
|
|
|
|
$
|
6,059.5
|
|
|
|
|
Metal Pounds Sold
Year Ended
|
||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||||||
|
Pounds
|
|
%
|
|
Pounds
|
|
%
|
||||
North America
|
590.0
|
|
|
45
|
%
|
|
432.1
|
|
|
38
|
%
|
Europe and Mediterranean
|
272.2
|
|
|
21
|
%
|
|
282.0
|
|
|
24
|
%
|
ROW
|
450.8
|
|
|
34
|
%
|
|
434.1
|
|
|
38
|
%
|
Total metal pounds sold
|
1,313.0
|
|
|
100
|
%
|
|
1,148.2
|
|
|
100
|
%
|
|
Operating Income (Loss)
Year Ended
|
||||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
129.8
|
|
|
61
|
%
|
|
$
|
126.1
|
|
|
63
|
%
|
Europe and Mediterranean
|
(0.3
|
)
|
|
—
|
%
|
|
(13.0
|
)
|
|
(6
|
)%
|
||
ROW
|
82.2
|
|
|
39
|
%
|
|
86.3
|
|
|
43
|
%
|
||
Total operating income
|
$
|
211.7
|
|
|
100
|
%
|
|
$
|
199.4
|
|
|
100
|
%
|
|
Net Sales
Year Ended
|
||||||||||||
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
2,340.2
|
|
|
39
|
%
|
|
$
|
2,120.2
|
|
|
36
|
%
|
Europe and Mediterranean
|
1,684.2
|
|
|
28
|
%
|
|
1,737.9
|
|
|
30
|
%
|
||
ROW
|
2,035.1
|
|
|
33
|
%
|
|
1,950.1
|
|
|
34
|
%
|
||
Total net sales
|
$
|
6,059.5
|
|
|
100
|
%
|
|
$
|
5,808.2
|
|
|
100
|
%
|
|
Metal-Adjusted Net Sales
Year Ended
|
||||||||||||
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
2,340.2
|
|
|
39
|
%
|
|
$
|
2,023.8
|
|
|
37
|
%
|
Europe and Mediterranean
|
1,684.2
|
|
|
28
|
%
|
|
1,657.0
|
|
|
30
|
%
|
||
ROW
|
2,035.1
|
|
|
33
|
%
|
|
1,831.5
|
|
|
33
|
%
|
||
Total metal-adjusted net sales
|
$
|
6,059.5
|
|
|
100
|
%
|
|
$
|
5,512.3
|
|
|
100
|
%
|
Metal adjustment
|
—
|
|
|
|
|
295.9
|
|
|
|
||||
Total net sales
|
$
|
6,059.5
|
|
|
|
|
$
|
5,808.2
|
|
|
|
|
Metal Pounds Sold
Year Ended
|
||||||||||
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||||
|
Pounds
|
|
%
|
|
Pounds
|
|
%
|
||||
North America
|
432.1
|
|
|
38
|
%
|
|
317.4
|
|
|
33
|
%
|
Europe and Mediterranean
|
282.0
|
|
|
24
|
%
|
|
273.8
|
|
|
28
|
%
|
ROW
|
434.1
|
|
|
38
|
%
|
|
384.6
|
|
|
39
|
%
|
Total metal pounds sold
|
1,148.2
|
|
|
100
|
%
|
|
975.8
|
|
|
100
|
%
|
|
Operating Income (Loss)
Year Ended
|
||||||||||||
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
126.1
|
|
|
63
|
%
|
|
$
|
121.8
|
|
|
57
|
%
|
Europe and Mediterranean
|
(13.0
|
)
|
|
(6
|
)%
|
|
30.3
|
|
|
14
|
%
|
||
ROW
|
86.3
|
|
|
43
|
%
|
|
62.5
|
|
|
29
|
%
|
||
Total operating income
|
$
|
199.4
|
|
|
100
|
%
|
|
$
|
214.6
|
|
|
100
|
%
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
Less than
|
|
1 – 3
|
|
4 – 5
|
|
After 5
|
||||||||||
Contractual obligations
(1,2)
:
|
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
Years
|
||||||||||
Total debt
|
|
$
|
1,386.9
|
|
|
$
|
250.3
|
|
|
$
|
130.5
|
|
|
$
|
226.8
|
|
|
$
|
779.3
|
|
Convertible debt at maturity
(3)
|
|
261.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
261.5
|
|
|||||
Interest payments on Senior Floating Rate Notes
|
|
4.2
|
|
|
3.3
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments on 5.75% Senior Notes
|
|
301.9
|
|
|
34.5
|
|
|
69.0
|
|
|
69.0
|
|
|
129.4
|
|
|||||
Interest payments on Subordinated Convertible Notes
|
|
220.9
|
|
|
19.3
|
|
|
38.6
|
|
|
38.6
|
|
|
124.4
|
|
|||||
Operating leases
(4)
|
|
150.9
|
|
|
40.3
|
|
|
67.3
|
|
|
29.4
|
|
|
13.9
|
|
|||||
Purchase obligations
(5)
|
|
9.8
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Defined benefit pension obligations
(6)
|
|
186.1
|
|
|
17.5
|
|
|
35.1
|
|
|
35.9
|
|
|
97.6
|
|
|||||
Postretirement benefits
|
|
5.0
|
|
|
0.7
|
|
|
1.2
|
|
|
1.1
|
|
|
2.0
|
|
|||||
Unrecognized tax benefits, including interest and penalties
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,527.2
|
|
|
$
|
375.7
|
|
|
$
|
342.6
|
|
|
$
|
400.8
|
|
|
$
|
1,408.1
|
|
(1)
|
This table does not include interest payments on General Cable’s revolving credit facilities because the future amounts are based on variable interest rates and the amount of the borrowings under the Revolving Credit Facility fluctuate depending upon the Company’s working capital requirements.
|
(2)
|
This table does not include derivative instruments as the ultimate cash outlays cannot be reasonably predicted. Refer to Note 10 - Financial Instruments and Item 7A - Quantitative and Qualitative Disclosures about Market Risk for additional information.
|
(3)
|
Represents the current debt discount on the Company’s Subordinated Convertible Notes as a result of adopting provisions of
ASC 470 - Debt
. Refer to Note 2 - Summary of Significant Accounting Policies for additional information.
|
(4)
|
Operating lease commitments are described under “Off Balance Sheet Assets and Obligations.”
|
(5)
|
Represents our firm purchase commitments on our forward pricing agreements as disclosed in Note 10 - Financial Instruments.
|
(6)
|
Defined benefit pension obligations reflect actuarially projected benefit payments which may differ from funding requirements based on local laws and regulations through 2023.
|
(7)
|
Unrecognized tax benefits of $72.8 million have not been reflected in the above table due to the inherent uncertainty as to the amount and timing of settlement, which is contingent upon the occurrence of possible future events, such as examinations and determinations by various tax authorities.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
2013
|
|
2012
|
||||||||||||
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.3
|
|
|
$
|
(0.2
|
)
|
Commodity futures
|
—
|
|
|
—
|
|
|
22.8
|
|
|
(0.9
|
)
|
||||
Foreign currency forward exchange
|
—
|
|
|
—
|
|
|
60.7
|
|
|
(0.2
|
)
|
||||
|
|
|
$
|
—
|
|
|
|
|
$
|
(1.3
|
)
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the receipts and expenditures of the Company are being made only in accordance with appropriate authorization of management and the board of directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
•
|
The Company now conducts monthly physical inventory counts in Brazil that include reconciliation of inventory values to the general ledger balances, in addition to the previous practice of reconciling physical inventory quantities to the inventory quantities recorded in the perpetual inventory system.
|
•
|
The Company had engaged an independent consultant, who had no prior affiliation with the Company. The consultant's principal duties, all of which relate to the Company's Brazilian operations, were the following:
|
•
|
Ensure the monthly physical count process and reconciliation of inventory quantities and values in the perpetual inventory system and the general ledger are adequately controlled.
|
•
|
Identify control improvements within the costing and inventory areas, including controls relating to the inventory reconciliation process and management review.
|
•
|
Participate in the ongoing perpetual inventory system upgrade (discussed below) to ensure that controls are adequately planned and considered.
|
•
|
Assist with the monthly accounting close process, particularly in areas susceptible to management override.
|
•
|
The Company retained an accounting firm (other than its independent registered public accounting firm) to assist with the November 2012 physical inventory count in Brazil and other matters. This firm continued to assist the Company in other remediation efforts along with the evaluation of the completion of these efforts.
|
•
|
Several measures were implemented to improve security at the Brazilian facility that was subject to the security deficiencies. Documentation has been improved, a truck scale was acquired and is used to confirm inventory quantities of shipped materials, inoperative security cameras have been repaired, gate security has been improved, and additional guards have been retained at the site. A new third party security firm has been hired by the Company to further improve general security.
|
•
|
The ROW Chief Executive Officer and the ROW Chief Financial Officer have resigned. The Brazilian cost accounting manager and the remaining Brazilian cost analyst have been terminated. The General Manager for Central America was terminated. The Senior Vice President for Latin America was terminated. The Brazil CFO resigned. The Company continues to consider additional appropriate disciplinary action against personnel whose conduct contributed to the ROW management oversight deficiency described above.
|
•
|
Company management directed specified ROW personnel to develop and implement an upgrade to the perpetual inventory system for the Brazilian facilities. The objective of the upgrade is to automate cost of sales calculations within the system and enhance other inventory controls. This change was made in 2013 throughout the utilization of the inventory cost module with the unit's ERP system rather than excel models.
|
•
|
The Company has taken steps to enhance centralized oversight of the financial function in Brazil and the other business units in ROW. Specifically:
|
•
|
Gregory Kenny, the Company's Chief Executive Officer, and Brian Robinson, the Company's Chief Financial Officer, temporarily assumed the responsibilities of ROW Chief Executive Officer and ROW Chief Financial Officer, respectively. Separate officers were designated to report to Mr. Kenny with respect to the Asia Pacific, Sub-Saharan Africa, and Latin America regions of ROW. Subsequent to the identified inventory accounting issues, Gregory Lampert, the North America CEO who was designated responsibility with respect to Latin America, was appointed CEO for General Cable Americas, with responsibility for both North America and Latin America operations.
|
•
|
All ROW business unit Chief Financial Officers reported directly to the Company's Global Controller from November 2012 through May 2013. In May 2013, a new financial reporting structure was implemented, under which the ROW business unit Chief Financial Officers reported to the Company's Chief Financial Officer. On September 30, 2013, the Company retained a new sub-region Latin America Chief Financial Officer, and all Latin America business unit Chief Financial Officers now report to him.
|
•
|
The Company initiated measures throughout ROW to reinforce the Company's management focus on open communication of ROW business unit leaders with the Company's management and internal auditors and on ethical behavior, including the following:
|
•
|
The Company's Chief Financial Officer, with support from the Company's Global Controller and Vice President, Internal Audit, held video conferences with ROW unit leaders to communicate the need to adhere to a corporate culture of open communication and ethical behavior; to discuss the change in reporting lines applicable to persons responsible for ROW business unit level finance and accounting functions, which required them to report to the Company's Global Finance & Accounting personnel; and to instruct each business unit leader regarding the need to seek support at the Global Finance & Accounting level when accounting issues arise.
|
•
|
The Company's Global Controller individually contacted the Chief Financial Officer of each ROW business unit to discuss the changes in reporting lines, the monthly and year-end close process and other procedures to be instituted in connection with financial statement preparation.
|
•
|
The principal ROW Human Resources Officer conducted an assessment of the ethical environment in ROW. As a result of the assessment, as well as other actions summarized above the Company instituted the "Wired as One" program, discussed below.
|
•
|
As part of a focused effort on ROW business units, the Company's Global Finance & Accounting personnel conducted a process to reconfirm reported balances of assets and liabilities and obtained additional information regarding accounting by each business unit within ROW. This process included:
|
•
|
Balance sheet review procedures that were more formalized than those performed previously by each business unit Chief Financial Officer. The review procedures covered a variety of matters, including, among other things:
|
•
|
reviewing accounts for material period to period fluctuations, unexpected credit or debit balances or lack of activity, and providing explanations for significant variances to identify possible errors and inconsistencies,
|
•
|
reviewing accounts that require management judgment to ensure a proper analysis has been performed to support recorded balances on items such as obsolete inventory,
|
•
|
confirmation of proper reconciliation of sub-ledgers to the general ledger, and
|
•
|
completion by each ROW business unit Chief Financial Officer of a comprehensive accounting questionnaire, seeking information regarding accounting for, and issues involving, among other things, revenues, expenses, cash flows, inventory and other balance sheet items, and internal controls.
|
•
|
The Company has continued this effort in 2013, including site visits by Global Finance and Accounting personnel to ROW units. The Brazil unit was visited several times; among other things, the visits focused on remediation efforts and staffing. Participants in the Brazil visits included the Company’s Global Controller.
|
•
|
The Company's Global Finance & Accounting personnel performed a global assessment of the Company's financial capabilities and controls, with a view towards enhancing accounting and disclosure controls and procedures. The assessment was utilized for the Company's 2013 internal audit plan and will be utilized for other corporate initiatives. The assessment was also used to develop the 2014 intended audit plan. In addition, the ROW consolidation process was moved from ROW headquarters to Company headquarters in the third quarter of 2013, where it is conducted by Global Accounting personnel, under the supervision of the Global Controller.
|
•
|
The Company designed a new global sub-certification process that underscores individual responsibility and encourages direct communication to the Global Internal Audit department and Global Finance and Accounting.
|
•
|
User access administration has been revised so that only IT personnel at ROW headquarters have the authority to grant user access to the inventory and other modules in the Business Planning and Control System (“BPCS”) in Brazil and all other ROW business units that use the BPCS system (the Company does not use the BPCS system outside of ROW). In addition, the Company is assessing the BPCS configuration to determine the appropriate level of local business unit access. Among items to be implemented is the imposition of restrictions on the local business units' ability to decouple transactions from the general ledger. As a result of the assessment, restrictions on user access to the BPCS modules have been further refined, and decoupling restrictions are in place.
|
•
|
The Company retained a new Manager of ROW Information Technology Governance, Risk and Compliance to assist in the remediation efforts. This manager resigned from the Company in February 2014. Ongoing oversight has been transferred to another IT individual within the Company.
|
•
|
The Company's Chief Financial Officer held several in-person meetings with ROW regional and unit leadership, at which he emphasized the Company's expectations and requirements for adherence to ethical standards in each region and unit.
|
•
|
In September 2013, the Company's Chief Executive Officer of General Cable Americas, the Company's Chief Financial Officer, the Company's Global Chief Human Resource Officer and outside counsel presided over a conference call with all Latin America General Managers, at which they emphasized the need to adhere to a corporate culture of open communication and ethical behavior and reemphasized that the culture created by the former ROW managers will not be tolerated. Later in the month, the Chief Executive Officer of General Cable Americas, the Company's Chief Financial Officer and the new Latin America Chief Financial Officer met with each Latin America General Manager and Chief Financial Officer to determine if there were any previously unreported questionable transactions or accounting activities. The same process was followed in the other portions of ROW.
|
•
|
The Global Controller individually contacted each CFO of a ROW unit during which accounting and ethical matters were discussed.
|
•
|
The Company implemented an accounting policy in 2013, that disallows the use of bill and hold revenue recognition treatment for U.S. GAAP purposes.
|
•
|
The Company's Global Finance and Accounting personnel conducted a number of site visits to ROW units to implement new policies and practices to enhance the control environment in those locations.
|
•
|
The Company has instituted the "Wired as One" program, a global program designed to provide training with regard to Company values, appropriate behaviors, key compliance areas, recognition of harmful activity and reporting of unethical, illegal or irresponsible acts. During 2013, Company Global Legal and Human Resource personnel collectively conducted training sessions on Wired as One for the regional leaders, and in 2014, the Company will launch a global Wired as One promotional campaign, which will involve training through extensive and ongoing communications to Company employees.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
|
Number of securities to be issued upon exercise of outstanding options
(1)
|
|
Weighted-Average exercise price of outstanding Options
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in first column)
|
||||
Shareholder approved plans:
|
|
|
|
|
|
|
||||
1997 Stock Incentive Plan
(2)
|
|
55.0
|
|
|
$
|
11.86
|
|
|
297.9
|
|
2005 Stock Incentive Plan
|
|
1,867.5
|
|
|
34.05
|
|
|
2,266.5
|
|
|
Non-shareholder approved plans:
|
|
|
|
|
|
|
||||
2000 Stock Option Plan
(2)
|
|
21.5
|
|
|
11.99
|
|
|
291.0
|
|
|
Total
|
|
1,944.0
|
|
|
$
|
33.18
|
|
|
2,855.4
|
|
(1)
|
Excludes restricted stock shares of 156,579 and restricted stock units of 735,302 awarded and outstanding from the 2005 Plan through
December 31, 2013
.
|
(2)
|
No new awards were issued under these plans since May 10, 2005.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|
(a) Documents filed, or furnished as applicable, as part of the 2013 Annual Report on Form 10-K:
|
|
1. Consolidated Financial Statements are included in Part II, Item 8 - Financial Statements and Supplementary Data.
|
|
2. Financial Statement Schedule filed herewith for 2013, 2012 and 2011:
|
|
II. Valuation and Qualifying Accounts Page 116
|
|
All other schedules for which provisions are made in the applicable regulation of the Securities and Exchange Commission have been omitted as they are not applicable, not required, or the required information is included in the Consolidated Financial Statements or Notes thereto.
|
|
3. The exhibits listed on the accompanying Exhibit Index are filed or furnished, as applicable herewith or incorporated herein by reference.
|
|
Documents indicated by a double asterisk (**) are filed herewith; documents indicated by an asterisk (*) identify each management contract or compensatory plan. Documents not indicated by a double asterisk are incorporated by reference to the document indicated. The warranties, representations and covenants contained in any of the agreements included herein or which appear as exhibits hereto (or as exhibits, schedules, annexes or other attachments thereto) should not be relied upon by buyers, sellers or holders of the Company’s securities and are not intended as warranties, representations or covenants to any individual or entity except as specifically set forth in such agreement.
|
|
/s/ GREGORY B. KENNY
|
|
President and Chief Executive Officer
|
|
March 3, 2014
|
Gregory B. Kenny
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ BRIAN J. ROBINSON
|
|
Executive Vice President and
|
|
March 3, 2014
|
Brian J. Robinson
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ ROBERT J. SIVERD
|
|
Executive Vice President, General
|
|
March 3, 2014
|
Robert J. Siverd
|
|
Counsel and Secretary
|
|
|
|
|
|
|
|
/s/ JOHN E. WELSH, III *
|
|
Non-executive Chairman and Director
|
|
March 3, 2014
|
John E. Welsh, III
|
|
|
|
|
|
|
|
|
|
/s/ SALLIE B. BAILEY*
|
|
Director
|
|
March 3, 2014
|
Sallie B. Bailey
|
|
|
|
|
|
|
|
|
|
/s/ GREGORY E. LAWTON *
|
|
Director
|
|
March 3, 2014
|
Gregory E. Lawton
|
|
|
|
|
|
|
|
|
|
/s/ CRAIG P. OMTVEDT *
|
|
Director
|
|
March 3, 2014
|
Craig P. Omtvedt
|
|
|
|
|
|
|
|
|
|
/s/ PATRICK M. PREVOST *
|
|
Director
|
|
March 3, 2014
|
Patrick M. Prevost
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT L. SMIALEK *
|
|
Director
|
|
March 3, 2014
|
Robert L. Smialek
|
|
|
|
|
|
|
General Cable Corporation
|
|
||
|
|
|
|
|
|
Signed:
|
March 3, 2014
|
By:
|
/s/ GREGORY B. KENNY
|
|
|
|
|
|
Gregory B. Kenny
|
|
|
|
|
|
President and Chief Executive Officer
|
|
Exhibit Number
|
Description
|
|
2.1
|
|
Share Purchase Agreement among Grupo General Cable Sistemas, S.A., Safran SA, and Sagem Communications, dated as of November 18, 2005 (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 22, 2005).
|
2.2
|
|
Purchase Agreement, dated May 18, 2012, by and among Rio Tinto Alcan Inc., Alcan Asia Limited, Alcan Corporation and General Cable Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2012).
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 14, 2010).
|
3.2
|
|
Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 26, 2010).
|
4.1
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-4 (File No. 333-162688) filed with the Securities and Exchange Commission on October 27, 2009).
|
4.2
|
|
Certificate of Designations for the Company’s 5.75% Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 12, 2003).
|
4.3
|
|
Indenture for the 0.875% Convertible Notes Due 2013 dated as of November 15, 2006 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
4.3.1
|
|
First Supplemental Indenture for the 0.875% Convertible Notes Due 2013 dated as of October 31, 2007(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 1, 2007).
|
4.3.2
|
|
Second Supplemental Indenture for the 0.875% Convertible Notes Due 2013 dated as of April 18, 2008 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 21, 2008).
|
4.3.3
|
|
Third Supplemental Indenture for the 0.875% Convertible Notes Due 2013 dated as of September 2, 2009 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 3, 2009).
|
4.3.4
|
|
Fourth Supplemental Indenture for the 0.875% Convertible Notes Due 2013 dated as of September 25, 2012 (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 25, 2012).
|
4.3.5
|
|
Fifth Supplemental Indenture for the 0.875% Convertible Notes Due 2013 dated as of September 6, 2013 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 15, 2013).
|
4.4
|
|
Indenture for the 7.125% Senior Fixed Rate Notes due 2017 and Senior Floating Rate Notes due 2015 dated as of March 21, 2007, among the Company, certain guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 22, 2007).
|
4.4.1
|
|
First Supplemental Indenture for the 7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes due 2015 dated as of October 31, 2007(incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 1, 2007).
|
4.4.2
|
|
Second Supplemental Indenture for the 7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes due 2015 dated as of April 18, 2008 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 21, 2008).
|
4.4.3
|
|
Third Supplemental Indenture for the 7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes due 2015 dated as of September 2, 2009 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 3, 2009).
|
4.4.4
|
|
Fourth Supplemental Indenture for the 7.125% Senior Fixed Rate Notes due 2017 and the Senor Floating Rate Notes due 2015 dates as of September 25, 2012 (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 25, 2012).
|
4.4.5
|
|
Fifth Supplemental Indenture for the Senor Floating Rate Notes due 2015 dated as of September 6, 2013 (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 15, 2013).
|
4.4.6
|
|
Sixth Supplemental Indenture for the Senor Floating Rate Notes due 2015 dated as of November 8, 2013 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2013).
|
4.5
|
|
Indenture for the 1.00% Senior Convertible Notes due 2012, dated October 2, 2007, by and among General Cable Corporation, the subsidiary guarantors named therein, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 2, 2007).
|
4.5.1
|
|
First Supplemental Indenture for the 1.00% Senior Convertible Notes due 2012 dated as of October 31, 2007(incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 1, 2007).
|
4.5.2
|
|
Second Supplemental Indenture for the1.00% Senior Convertible Notes due 2012 dated as of April 18, 2008 ((incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 21, 2008).
|
4.5.3
|
|
Third Supplemental Indenture for the 1.00% Senior Convertible Notes due 2012 dated as of September 2, 2009 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 3, 2009).
|
4.5.4
|
|
Fourth Supplemental Indenture for the 1.00% Senior Convertible Notes due 2012 dated as of September 25, 2012 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 25, 2012).
|
4.6
|
|
Subordinated Convertible Note Indenture, dated as of December 18, 2009, for the Subordinated Convertible Notes due 2029, by and between General Cable Corporation and U.S. Bank National Association and Form of Note (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 21, 2009).
|
4.7
|
|
Indenture for the 5.75% Senior Notes due 2022 dated as of September 25, 2012, including Form of 5.75% Senior Note due 2022 (Rule 144A), Form of 5.75% Senior Note due 2022 (Regulation S), and Form of Guarantee of obligations under 5.75% Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 25, 2012).
|
4.7.1
|
|
First Supplemental Indenture for the 5.75% Senior Notes due 2022 dated as of September 6, 2013 (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 15, 2013).
|
4.7.2
|
|
Second Supplemental Indenture for the 5.75% Senior Notes due 2022 dated as of November 8, 2013 (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2013).
|
10.1*
|
|
General Cable Corporation 2008 Annual Incentive Plan, amended and restated as of February 3, 2010 (incorporated by reference to Exhibit 10.3.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
10.2*
|
|
General Cable Corporation 1997 Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997).
|
10.2.1*
|
|
Form of Grant Agreement pursuant to the General Cable Corporation 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.67 of the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2004).
|
10.3*
|
|
General Cable Corporation 2000 Stock Option Plan, amended and restated as of July 30, 2002 (incorporated by reference to Exhibit 10.55 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
|
10.3.1*
|
|
Form of Grant Agreement pursuant to the General Cable Corporation 2000 Stock Option Plan (incorporated by reference to Exhibit 10.68 of the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2004).
|
10.4*
|
|
General Cable Corporation Deferred Compensation Plan (Amended and Restated Effective January 1, 2008) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 15, 2007).
|
10.5*
|
|
General Cable Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 16, 2005).
|
10.5.1*
|
|
Form of Nonqualified Stock Option Agreement pursuant to the General Cable Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 19, 2011).
|
10.5.2*
|
|
Form of the Performance-Based Stock Unit Agreement pursuant to the General Cable Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 19, 2011).
|
10.5.3*
|
|
Form of the Restricted Stock Agreement pursuant to the General Cable Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 19, 2011).
|
10.5.4*
|
|
Form of Performance-Based Stock Unit Agreement under General Cable Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2013).
|
10.5.5*
|
|
Form of Global Stock Unit Agreement under General Cable Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2014).
|
10.5.6*
|
|
Form of Global Performance Stock Unit Agreement under General Cable Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2014).
|
10.6*
|
|
General Cable Corporation Executive Officer Severance Benefit Plan effective January 1, 2008 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 21, 2007).
|
10.7
|
|
Agreement for Convertible Note Hedges dated November 9, 2006, between the Company and Merrill Lynch (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.8
|
|
Agreement for Convertible Note Hedges dated November 9, 2006 between the Company and Credit Suisse (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.9
|
|
Agreement for Convertible Note Hedges dated November 9, 2006 between the Company and Wachovia (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.1
|
|
Agreement for Warrant Transactions dated November 9, 2006 between the Company and Merrill Lynch (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.11
|
|
Agreement for Warrant Transactions dated November 9, 2006 between the Company and Credit Suisse (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.12
|
|
Agreement for Warrant Transactions dated November 9, 2006 between the Company and Wachovia (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.13
|
|
Agreement for Convertible Note Hedges dated November 15, 2006 between the Company and Merrill Lynch (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.14
|
|
Agreement for Convertible Note Hedges dated November 15, 2006 between the Company and Credit Suisse (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.15
|
|
Agreement for Convertible Note Hedges dated November 15, 2006 between the Company and Wachovia (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.16
|
|
Agreement for Warrant Transactions dated November 15, 2006 between the Company and Merrill Lynch (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.17
|
|
Agreement for Warrant Transactions dated November 15, 2006 between the Company and Credit Suisse (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.18
|
|
Agreement for Warrant Transactions dated November 15, 2006 between the Company and Wachovia (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).
|
10.19*
|
|
Termination Agreement, dated as of December 19, 2007, between the Company and Gregory B. Kenny (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 21, 2007).
|
10.20*
|
|
Termination Agreement, dated as of December 19, 2007, between the Company and Robert J. Siverd (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 21, 2007).
|
10.21*
|
|
Novation Agreement, dated as of December 19, 2007, between the Company and Brian J. Robinson (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 21, 2007).
|
10.22
|
|
General Cable adopted a written trading plan under Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended. The Company implemented this written trading plan in connection with its share repurchase program, which was authorized by the Company’s Board of Directors and announced on October 31, 2011 (incorporated by reference to Exhibit 10.27 of the Company's Annual Report on Form 10-K for the year ended December 31, 2011).
|
10.23(†)
|
|
Credit Agreement, dated as of July 21, 2011, by and among General Cable Industries, Inc., as borrower, General Cable Company, as Canadian borrower, the Company and those certain other U.S. and Canadian subsidiaries of the Company party thereto as guarantors, the several lenders and financial institutions party thereto and JP Morgan Chase as administrative agent for the lenders. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
|
10.23.1
|
|
Amendment No. 1 to Credit Agreement, dated as of August 1, 2012, by and among General Cable Industries, Inc., as borrower, General Cable Company, as Canadian borrower, the Company and those certain other U.S. and Canadian subsidiaries of the Company party thereto as guarantors, the several lenders and financial institutions party thereto and JP Morgan Chase as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 28, 2012).
|
10.23.2
|
|
Omnibus Amendment No. 2 to Credit Agreement and Amendment No. 1 to Security Agreement, dated as of December 21, 2012, by and among General Cable Industries, Inc., as borrower, General Cable Company, as Canadian borrower, the Company and those certain other U.S. and Canadian subsidiaries of the Company party thereto as guarantors, the several lenders and financial institutions party thereto and JP Morgan Chase as administrative agent for the lenders. (incorporated by reference to Exhibit 10.27.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2012).
|
10.23.3††
|
|
Amended and Restated Credit Agreement, dated as of September 6, 2013, by and among General Cable Industries, Inc., General Cable Company Ltd., Grupo General Cable Sistemas, S.L., ECN Cable Group, S.L., Silec Cable SAS, Norddeutsche Seekabelwerke GmbH, the Company and those certain other subsidiaries of the Company party thereto as guarantors, the several lenders and financial institutions party thereto, JP Morgan Chase Bank, N.A, as Administrative Agent, and J.P. Morgan Europe Limited, as European Administrative Agent (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 27, 2013).
|
*
|
|
Management contract or compensatory plan.
|
|
|
|
**
|
|
Filed or furnished, as applicable, herewith.
|
(†)
|
|
Certain confidential portions of this agreement have been omitted pursuant to a confidential treatment request filed separately with the Commission on November 3, 2011.
|
(††)
|
|
Certain portions of this agreement have been omitted pursuant to a confidential treatment request filed separately with the Securities and Exchange Commission on January 22, 2014.
|
|
Year Ended
|
||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Net sales
|
$
|
6,421.2
|
|
|
$
|
6,059.5
|
|
|
$
|
5,808.2
|
|
Cost of sales
|
5,717.5
|
|
|
5,434.6
|
|
|
5,213.9
|
|
|||
Gross profit
|
703.7
|
|
|
624.9
|
|
|
594.3
|
|
|||
Selling, general and administrative expenses
|
492.0
|
|
|
425.5
|
|
|
379.7
|
|
|||
Operating income
|
211.7
|
|
|
199.4
|
|
|
214.6
|
|
|||
Other income (expense)
|
(66.7
|
)
|
|
(2.9
|
)
|
|
(31.7
|
)
|
|||
Interest income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(124.9
|
)
|
|
(106.8
|
)
|
|
(99.2
|
)
|
|||
Interest income
|
6.9
|
|
|
6.5
|
|
|
7.7
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|||
|
(118.0
|
)
|
|
(109.6
|
)
|
|
(91.5
|
)
|
|||
Income before income taxes
|
27.0
|
|
|
86.9
|
|
|
91.4
|
|
|||
Income tax provision
|
(38.8
|
)
|
|
(78.6
|
)
|
|
(38.6
|
)
|
|||
Equity in net earnings of affiliated companies
|
1.7
|
|
|
1.7
|
|
|
2.9
|
|
|||
Net income (loss) including noncontrolling interest
|
(10.1
|
)
|
|
10.0
|
|
|
55.7
|
|
|||
Less: preferred stock dividends
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|||
Less: net income (loss) attributable to noncontrolling interest
|
7.7
|
|
|
5.7
|
|
|
0.9
|
|
|||
Net income (loss) attributable to Company common shareholders
|
$
|
(18.1
|
)
|
|
$
|
4.0
|
|
|
$
|
54.5
|
|
EPS
|
|
|
|
|
|
||||||
Earnings (losses) per common share-basic
|
$
|
(0.37
|
)
|
|
$
|
0.08
|
|
|
$
|
1.05
|
|
Weighted average common shares-basic
|
49.4
|
|
|
49.7
|
|
|
51.9
|
|
|||
Earnings (losses) per common share-assuming dilution
|
$
|
(0.37
|
)
|
|
$
|
0.08
|
|
|
$
|
1.02
|
|
Weighted average common shares-assuming dilution
|
49.4
|
|
|
51.1
|
|
|
53.7
|
|
|||
Comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(10.1
|
)
|
|
$
|
10.0
|
|
|
$
|
55.7
|
|
Currency translation gain (loss)
|
(46.9
|
)
|
|
9.9
|
|
|
(60.6
|
)
|
|||
Defined benefit plan adjustments, net of tax $16.8 million in 2013, $7.3 million in 2012 and $12.2 million in 2011
|
32.0
|
|
|
(21.3
|
)
|
|
(18.0
|
)
|
|||
Change in fair value of derivatives, net of tax $0.2 million in 2013, $3.0 million in 2012 and $8.2 million in 2011
|
0.3
|
|
|
6.0
|
|
|
(37.6
|
)
|
|||
Comprehensive income (loss), net of tax
|
$
|
(24.7
|
)
|
|
$
|
4.6
|
|
|
$
|
(60.5
|
)
|
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
0.6
|
|
|
7.5
|
|
|
(5.1
|
)
|
|||
Comprehensive income (loss) attributable to Company common shareholders interest, net of tax
|
$
|
(25.3
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(55.4
|
)
|
Assets
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
418.8
|
|
|
$
|
622.3
|
|
Receivables, net of allowances of $39.2 million in 2013 and $38.3 million in 2012
|
1,171.7
|
|
|
1,182.1
|
|
||
Inventories
|
1,239.6
|
|
|
1,273.6
|
|
||
Deferred income taxes
|
50.2
|
|
|
39.5
|
|
||
Prepaid expenses and other
|
126.2
|
|
|
133.0
|
|
||
Total current assets
|
3,006.5
|
|
|
3,250.5
|
|
||
Property, plant and equipment, net
|
1,092.0
|
|
|
1,193.9
|
|
||
Deferred income taxes
|
15.8
|
|
|
12.8
|
|
||
Goodwill
|
184.6
|
|
|
187.6
|
|
||
Intangible assets, net
|
182.9
|
|
|
202.9
|
|
||
Unconsolidated affiliated companies
|
19.0
|
|
|
18.9
|
|
||
Other non-current assets
|
78.1
|
|
|
66.0
|
|
||
Total assets
|
$
|
4,578.9
|
|
|
$
|
4,932.6
|
|
Liabilities and Total Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
870.6
|
|
|
$
|
1,003.0
|
|
Accrued liabilities
|
434.9
|
|
|
496.1
|
|
||
Current portion of long-term debt
|
250.3
|
|
|
511.2
|
|
||
Total current liabilities
|
1,555.8
|
|
|
2,010.3
|
|
||
Long-term debt
|
1,136.6
|
|
|
938.9
|
|
||
Deferred income taxes
|
233.8
|
|
|
223.9
|
|
||
Other liabilities
|
255.9
|
|
|
292.7
|
|
||
Total liabilities
|
3,182.1
|
|
|
3,465.8
|
|
||
Commitments and Contingencies
|
|
|
|
|
|||
Redeemable noncontrolling interest
|
17.0
|
|
|
18.6
|
|
||
Total Equity:
|
|
|
|
||||
Redeemable convertible preferred stock, at redemption value (liquidation preference of $50.00 per share):
|
|
|
|
||||
Shares outstanding — 0 in 2013 and 76,002 in 2012
|
—
|
|
|
3.8
|
|
||
Common stock, $0.01 par value, issued and outstanding shares:
|
|
|
|
||||
2013 — 49,598,653 (net of 9,211,857 treasury shares)
2012 — 49,693,532 (net of 8,738,094 treasury shares)
|
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
699.6
|
|
|
676.7
|
|
||
Treasury stock
|
(155.3
|
)
|
|
(137.0
|
)
|
||
Retained earnings
|
847.4
|
|
|
892.2
|
|
||
Accumulated other comprehensive income (loss)
|
(112.1
|
)
|
|
(104.6
|
)
|
||
Total Company shareholders’ equity
|
1,280.2
|
|
|
1,331.7
|
|
||
Noncontrolling interest
|
99.6
|
|
|
116.5
|
|
||
Total equity
|
1,379.8
|
|
|
1,448.2
|
|
||
Total liabilities and equity
|
$
|
4,578.9
|
|
|
$
|
4,932.6
|
|
|
Year Ended
|
||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Cash flows of operating activities:
|
|
|
|
|
|
||||||
Net income including noncontrolling interest
|
$
|
(10.1
|
)
|
|
$
|
10.0
|
|
|
$
|
55.7
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
132.6
|
|
|
115.2
|
|
|
111.6
|
|
|||
Amortization on restricted stock awards
|
0.9
|
|
|
2.2
|
|
|
3.4
|
|
|||
Foreign currency exchange (gain) loss
|
56.0
|
|
|
5.8
|
|
|
12.8
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
9.3
|
|
|
—
|
|
|||
Non-cash asset impairment charge
|
14.0
|
|
|
—
|
|
|
—
|
|
|||
Convertible debt instruments noncash interest charges
|
21.9
|
|
|
22.1
|
|
|
20.7
|
|
|||
Deferred income taxes
|
(1.4
|
)
|
|
10.6
|
|
|
7.4
|
|
|||
Excess tax (benefits) deficiencies from stock-based compensation
|
—
|
|
|
0.6
|
|
|
(1.0
|
)
|
|||
(Gain) loss on disposal of property
|
3.9
|
|
|
2.1
|
|
|
(2.6
|
)
|
|||
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
(29.3
|
)
|
|
35.1
|
|
|
(53.9
|
)
|
|||
(Increase) decrease in inventories
|
14.4
|
|
|
105.9
|
|
|
(180.1
|
)
|
|||
(Increase) decrease in other assets
|
(8.9
|
)
|
|
(31.9
|
)
|
|
(3.0
|
)
|
|||
Increase (decrease) in accounts payable, accrued and other liabilities
|
(155.8
|
)
|
|
(14.4
|
)
|
|
126.8
|
|
|||
Net cash flows of operating activities
|
38.2
|
|
|
272.6
|
|
|
97.8
|
|
|||
Cash flows of investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(89.1
|
)
|
|
(108.6
|
)
|
|
(121.5
|
)
|
|||
Proceeds from properties sold
|
0.4
|
|
|
4.5
|
|
|
6.5
|
|
|||
Acquisitions, net of cash acquired
|
(6.9
|
)
|
|
(286.5
|
)
|
|
—
|
|
|||
Other
|
1.0
|
|
|
0.3
|
|
|
0.3
|
|
|||
Net cash flows of investing activities
|
(94.6
|
)
|
|
(390.3
|
)
|
|
(114.7
|
)
|
|||
Cash flows of financing activities:
|
|
|
|
|
|
||||||
Dividends paid to shareholders
|
(27.0
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Excess tax benefits (deficiencies) from stock-based compensation
|
—
|
|
|
(0.6
|
)
|
|
1.0
|
|
|||
Proceeds from other debt
|
1,645.3
|
|
|
1,473.6
|
|
|
1,891.4
|
|
|||
Repayments of other debt
|
(1,357.6
|
)
|
|
(1,560.8
|
)
|
|
(1,835.8
|
)
|
|||
Issuance of long term debt
|
—
|
|
|
600.0
|
|
|
—
|
|
|||
Settlement of long term debt including fees and expenses
|
(355.0
|
)
|
|
(217.7
|
)
|
|
—
|
|
|||
Purchase of non-controlling interest
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid to non-controlling interest
|
(5.3
|
)
|
|
(3.5
|
)
|
|
(3.8
|
)
|
|||
Repurchase of common shares
|
(19.5
|
)
|
|
(1.2
|
)
|
|
(62.5
|
)
|
|||
Proceeds from exercise of stock options
|
0.7
|
|
|
0.1
|
|
|
1.5
|
|
|||
Net cash flows of financing activities
|
(122.4
|
)
|
|
289.6
|
|
|
(8.5
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(24.7
|
)
|
|
16.3
|
|
|
0.8
|
|
|||
Increase (decrease) in cash and cash equivalents
|
(203.5
|
)
|
|
188.2
|
|
|
(24.6
|
)
|
|||
Cash and cash equivalents — beginning of year
|
622.3
|
|
|
434.1
|
|
|
458.7
|
|
|||
Cash and cash equivalents — end of year
|
$
|
418.8
|
|
|
$
|
622.3
|
|
|
$
|
434.1
|
|
Supplemental Information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income tax payments
|
$
|
33.5
|
|
|
$
|
38.8
|
|
|
$
|
33.5
|
|
Interest paid
|
$
|
93.6
|
|
|
$
|
64.5
|
|
|
$
|
63.2
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable
|
$
|
23.3
|
|
|
$
|
27.4
|
|
|
$
|
40.1
|
|
|
|
|
General Cable Total Equity
|
|
|
||||||||||||||||||||||||||||||||||||
|
Total
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Add’l
Paid in
|
|
Treasury
|
|
Retained
|
|
Accumulated Other
Comprehensive
|
|
Total GCC
|
|
Noncontrolling
|
||||||||||||||||||||||||
|
Equity
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stock
|
|
Earnings
|
|
Income/(Loss)
|
|
Equity
|
|
Interest
|
||||||||||||||||||||
Balance, December 31, 2010
|
$
|
1,552.4
|
|
|
76
|
|
|
$
|
3.8
|
|
|
52,116
|
|
|
$
|
0.6
|
|
|
$
|
652.8
|
|
|
$
|
(74.0
|
)
|
|
$
|
833.7
|
|
|
$
|
12.8
|
|
|
$
|
1,429.7
|
|
|
$
|
122.7
|
|
Comprehensive income (loss)
|
(60.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54.8
|
|
|
(110.2
|
)
|
|
(55.4
|
)
|
|
(5.1
|
)
|
|||||||||||||||
Preferred stock dividend
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
(0.3
|
)
|
|
|
|||||||||||||||||
Issuance of nonvested shares
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Stock option and RSU expense
|
8.3
|
|
|
|
|
|
|
|
|
|
|
8.3
|
|
|
|
|
|
|
|
|
8.3
|
|
|
|
|||||||||||||||||
Exercise of stock options
|
1.5
|
|
|
|
|
|
|
122
|
|
|
—
|
|
|
1.5
|
|
|
|
|
|
|
|
|
1.5
|
|
|
|
|||||||||||||||
Treasury shares related to nonvested stock vesting
|
(0.5
|
)
|
|
|
|
|
|
(13
|
)
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
(0.5
|
)
|
|
|
||||||||||||||||
Amortization of nonvested shares
|
3.4
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|||||||||||||||||
Excess tax benefits (deficiencies) from stock-based compensation
|
1.0
|
|
|
|
|
|
|
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
1.0
|
|
|
|
|||||||||||||||||
Dividends paid to non-controlling interest
|
(3.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.8
|
)
|
||||||||||||||||||
Repurchase of common shares
|
(62.5
|
)
|
|
|
|
|
|
(2,529
|
)
|
|
|
|
|
|
(62.5
|
)
|
|
|
|
|
|
(62.5
|
)
|
|
|
||||||||||||||||
Other
|
(1.1
|
)
|
|
|
|
|
|
2
|
|
|
—
|
|
|
(0.3
|
)
|
|
0.5
|
|
|
|
|
|
|
0.2
|
|
|
(1.3
|
)
|
|||||||||||||
Balance, December 31, 2011
|
$
|
1,437.9
|
|
|
76
|
|
|
$
|
3.8
|
|
|
49,698
|
|
|
$
|
0.6
|
|
|
$
|
666.7
|
|
|
$
|
(136.5
|
)
|
|
$
|
888.2
|
|
|
$
|
(97.4
|
)
|
|
$
|
1,325.4
|
|
|
$
|
112.5
|
|
Comprehensive income (loss)
|
4.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
|
(7.2
|
)
|
|
(2.9
|
)
|
|
7.5
|
|
|||||||||||||||
Preferred stock dividend
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
(0.3
|
)
|
|
|
|||||||||||||||||
Stock option and RSU expense
|
10.0
|
|
|
|
|
|
|
|
|
|
|
10.0
|
|
|
|
|
|
|
|
|
10.0
|
|
|
|
|||||||||||||||||
Exercise of stock options
|
0.1
|
|
|
|
|
|
|
14
|
|
|
—
|
|
|
0.1
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|||||||||||||||
Treasury shares related to nonvested stock vesting
|
(0.8
|
)
|
|
|
|
|
|
(25
|
)
|
|
|
|
|
|
(0.8
|
)
|
|
|
|
|
|
(0.8
|
)
|
|
|
||||||||||||||||
Amortization of nonvested shares
|
2.3
|
|
|
|
|
|
|
|
|
|
|
2.3
|
|
|
|
|
|
|
|
|
2.3
|
|
|
|
|||||||||||||||||
Excess tax benefits (deficiencies) from stock-based compensation
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
|||||||||||||||||
Dividends paid to non-controlling interest
|
(3.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.5
|
)
|
||||||||||||||||||
Repurchase of common shares
|
(1.2
|
)
|
|
|
|
|
|
(50
|
)
|
|
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
(1.2
|
)
|
|
|
||||||||||||||||
Other
|
(0.3
|
)
|
|
|
|
|
|
56
|
|
|
—
|
|
|
(1.8
|
)
|
|
1.5
|
|
|
|
|
|
|
(0.3
|
)
|
|
—
|
|
|||||||||||||
Balance, December 31, 2012
|
$
|
1,448.2
|
|
|
76
|
|
|
$
|
3.8
|
|
|
49,693
|
|
|
$
|
0.6
|
|
|
$
|
676.7
|
|
|
$
|
(137.0
|
)
|
|
$
|
892.2
|
|
|
$
|
(104.6
|
)
|
|
$
|
1,331.7
|
|
|
$
|
116.5
|
|
Comprehensive income (loss)
|
(24.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17.8
|
)
|
|
(7.5
|
)
|
|
(25.3
|
)
|
|
0.6
|
|
|||||||||||||||
Common stock dividends paid ($0.54 per share)
|
(26.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26.7
|
)
|
|
|
|
(26.7
|
)
|
|
|
|||||||||||||||||
Preferred stock dividends paid
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
(0.3
|
)
|
|
|
|||||||||||||||||
Stock option and RSU expense
|
12.0
|
|
|
|
|
|
|
|
|
|
|
12.0
|
|
|
|
|
|
|
|
|
12.0
|
|
|
|
|||||||||||||||||
Exercise of stock options
|
0.6
|
|
|
|
|
|
|
51
|
|
|
|
|
|
(0.1
|
)
|
|
0.7
|
|
|
|
|
|
|
0.6
|
|
|
|
||||||||||||||
Treasury shares related to nonvested stock vesting
|
(1.0
|
)
|
|
|
|
|
|
(32
|
)
|
|
|
|
|
|
(1.0
|
)
|
|
|
|
|
|
(1.0
|
)
|
|
|
||||||||||||||||
Amortization of nonvested shares
|
1.0
|
|
|
|
|
|
|
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
1.0
|
|
|
|
|||||||||||||||||
Excess tax benefits (deficiencies) from stock-based compensation
|
(0.7
|
)
|
|
|
|
|
|
|
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
|
(0.7
|
)
|
|
|
|||||||||||||||||
Purchase of non-controlling interest
|
(4.0
|
)
|
|
|
|
|
|
|
|
|
|
8.2
|
|
|
|
|
|
|
|
|
8.2
|
|
|
(12.2
|
)
|
||||||||||||||||
Dividends paid to non-controlling interest
|
(5.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(5.3
|
)
|
|||||||||||||||||
Repurchase of shares
|
(19.5
|
)
|
|
|
|
|
|
(597
|
)
|
|
|
|
|
|
|
|
(19.5
|
)
|
|
|
|
|
|
(19.5
|
)
|
|
|
|
|||||||||||||
Conversion of Preferred Stock
|
—
|
|
|
(76
|
)
|
|
$
|
(3.8
|
)
|
|
384
|
|
|
|
|
|
3.8
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||||
Other
|
0.2
|
|
|
|
|
|
|
99
|
|
|
|
|
|
(1.3
|
)
|
|
1.5
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|||||||||||||
Balance, December 31, 2013
|
$
|
1,379.8
|
|
|
—
|
|
|
$
|
—
|
|
|
49,598
|
|
|
$
|
0.6
|
|
|
$
|
699.6
|
|
|
$
|
(155.3
|
)
|
|
$
|
847.4
|
|
|
$
|
(112.1
|
)
|
|
$
|
1,280.2
|
|
|
$
|
99.6
|
|
|
September 4, 2012
|
||
Cash
|
$
|
—
|
|
Accounts receivable
(1). (2)
|
74.7
|
|
|
Inventories
(2)
|
70.7
|
|
|
Property, plant and equipment
|
72.7
|
|
|
Intangible assets
|
5.9
|
|
|
Goodwill
(2)
|
3.5
|
|
|
Other current and noncurrent assets
|
2.2
|
|
|
Total assets
|
$
|
229.7
|
|
Current liabilities
(2)
|
$
|
57.1
|
|
Other liabilities
|
1.3
|
|
|
Total liabilities
|
$
|
58.4
|
|
|
October 1, 2012
|
||
Cash
|
$
|
28.8
|
|
Accounts receivable
(1)
|
28.2
|
|
|
Inventories
|
19.3
|
|
|
Property, plant and equipment
|
27.0
|
|
|
Intangible assets
|
10.6
|
|
|
Goodwill
|
3.7
|
|
|
Other current and noncurrent assets
|
4.4
|
|
|
Total assets
|
$
|
122.0
|
|
Current liabilities
|
$
|
67.8
|
|
Other liabilities
|
8.5
|
|
|
Total liabilities
|
$
|
76.3
|
|
Redeemable noncontrolling interest
|
$
|
18.3
|
|
|
November 2, 2012
|
||
Cash
|
$
|
0.7
|
|
Accounts receivable
(1)
|
22.7
|
|
|
Inventories
|
17.3
|
|
|
Property, plant and equipment
|
24.6
|
|
|
Intangible assets
|
11.7
|
|
|
Goodwill
|
7.8
|
|
|
Other current and noncurrent assets
|
2.0
|
|
|
Total assets
|
$
|
86.8
|
|
Current liabilities
|
$
|
20.1
|
|
Other liabilities
|
7.2
|
|
|
Total liabilities
|
$
|
27.3
|
|
|
December 3, 2012
|
||
Cash
|
$
|
8.4
|
|
Accounts receivable
(1)
|
8.5
|
|
|
Inventories
|
20.5
|
|
|
Property, plant and equipment
(2)
|
58.8
|
|
|
Intangible assets
|
—
|
|
|
Goodwill
|
—
|
|
|
Other current and noncurrent assets
|
0.2
|
|
|
Total assets
|
$
|
96.4
|
|
Current liabilities
|
$
|
18.6
|
|
Other liabilities
(2)
|
20.1
|
|
|
Total liabilities
|
$
|
38.7
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2012
|
|
2012
|
|
2011
|
|
2011
|
||||||||
|
(as reported)
|
|
(unaudited pro forma)
|
|
(as reported)
|
|
(unaudited pro forma)
|
||||||||
Net sales
|
$
|
6,059.5
|
|
|
$
|
6,804.3
|
|
|
$
|
5,808.2
|
|
|
$
|
6,776.8
|
|
Net income (loss) attributable to Company common shareholders
|
$
|
4.0
|
|
|
$
|
22.7
|
|
|
$
|
54.5
|
|
|
$
|
54.0
|
|
Earnings (loss) per common share - assuming dilution
|
$
|
0.08
|
|
|
$
|
0.44
|
|
|
$
|
1.02
|
|
|
$
|
1.01
|
|
(in millions)
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Raw materials
|
|
$
|
319.1
|
|
|
$
|
332.0
|
|
Work in process
|
|
190.1
|
|
|
211.8
|
|
||
Finished goods
|
|
730.4
|
|
|
729.8
|
|
||
Total
|
|
$
|
1,239.6
|
|
|
$
|
1,273.6
|
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Land
|
$
|
120.8
|
|
|
$
|
124.8
|
|
Buildings and leasehold improvements
|
372.6
|
|
|
375.3
|
|
||
Machinery, equipment and office furnishings
|
1,290.6
|
|
|
1,257.1
|
|
||
Construction in progress
|
46.3
|
|
|
77.5
|
|
||
Total — gross book value
|
1,830.3
|
|
|
1,834.7
|
|
||
Less accumulated depreciation
|
(738.3
|
)
|
|
(640.8
|
)
|
||
Total — net book value
|
$
|
1,092.0
|
|
|
$
|
1,193.9
|
|
|
Goodwill
|
|
Indefinite-lived assets — Trade names
|
||||||||||||||||||||||||||||
|
North
America
|
|
Europe and
Mediterranean
|
|
ROW
|
|
Total
|
|
North
America
|
|
Europe and
Mediterranean
|
|
ROW
|
|
Total
|
||||||||||||||||
Balance, December 31, 2011
|
$
|
2.3
|
|
|
$
|
2.3
|
|
|
$
|
166.8
|
|
|
$
|
171.4
|
|
|
$
|
2.4
|
|
|
$
|
0.5
|
|
|
$
|
132.2
|
|
|
$
|
135.1
|
|
Acquisitions
|
11.6
|
|
|
—
|
|
|
3.7
|
|
|
15.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Currency translation and other adjustments
|
(0.3
|
)
|
|
(0.1
|
)
|
|
1.3
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.7
|
|
||||||||
Balance, December 31, 2012
|
$
|
13.6
|
|
|
$
|
2.2
|
|
|
$
|
171.8
|
|
|
$
|
187.6
|
|
|
$
|
2.4
|
|
|
$
|
0.5
|
|
|
$
|
132.9
|
|
|
$
|
135.8
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Currency translation and other adjustments
|
4.0
|
|
|
(0.2
|
)
|
|
(6.8
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
(5.0
|
)
|
||||||||
Balance, December 31, 2013
|
$
|
17.6
|
|
|
$
|
2.0
|
|
|
$
|
165.0
|
|
|
$
|
184.6
|
|
|
$
|
2.4
|
|
|
$
|
0.5
|
|
|
$
|
127.9
|
|
|
$
|
130.8
|
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Amortized intangible assets:
|
|
|
|
||||
Amortized intangible assets
|
$
|
139.5
|
|
|
$
|
140.1
|
|
Accumulated amortization
|
(85.8
|
)
|
|
(73.3
|
)
|
||
Foreign currency translation adjustment
|
(1.6
|
)
|
|
0.3
|
|
||
Total Amortized intangible assets
|
$
|
52.1
|
|
|
$
|
67.1
|
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Payroll related accruals
|
$
|
83.8
|
|
|
$
|
83.5
|
|
Customers deposits and prepayments
|
93.2
|
|
|
113.8
|
|
||
Taxes other than income
|
36.5
|
|
|
45.2
|
|
||
Customer rebates
|
50.6
|
|
|
59.2
|
|
||
Insurance claims and related expenses
|
21.1
|
|
|
20.1
|
|
||
Current and deferred income tax liabilities
|
21.9
|
|
|
21.6
|
|
||
Derivative liability
|
7.0
|
|
|
8.8
|
|
||
Other accrued liabilities
|
120.8
|
|
|
143.9
|
|
||
Total
|
$
|
434.9
|
|
|
$
|
496.1
|
|
Balance, December 31, 2011
|
$
|
11.5
|
|
Net provisions for warranties issued
|
5.8
|
|
|
Payments related to the warranty accrual
|
(4.7
|
)
|
|
Foreign currency translation
|
0.2
|
|
|
Balance, December 31, 2012
|
12.8
|
|
|
Net provisions for warranties issued
|
5.6
|
|
|
Net benefits for warranties existing at the beginning of the year
|
(3.9
|
)
|
|
Payments related to the warranty accrual
|
(0.9
|
)
|
|
Foreign currency translation
|
0.5
|
|
|
Balance, December 31, 2013
|
$
|
14.1
|
|
(in millions)
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
North America
|
|
|
|
|
||||
5.75% Senior Notes due 2022
|
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Subordinated Convertible Notes due 2029
|
|
429.5
|
|
|
429.5
|
|
||
Debt discount on Subordinated Convertible Notes due 2029
|
|
(261.5
|
)
|
|
(263.0
|
)
|
||
0.875% Convertible Notes due 2013
|
|
—
|
|
|
355.0
|
|
||
Debt discount on 0.875% Convertible Notes due 2013
|
|
—
|
|
|
(20.4
|
)
|
||
Senior Floating Rate Notes
|
|
125.0
|
|
|
125.0
|
|
||
Revolving Credit Facility
|
|
225.0
|
|
|
—
|
|
||
Other
|
|
9.0
|
|
|
9.0
|
|
||
Europe and Mediterranean
|
|
|
|
|
||||
Spanish Term Loan
|
|
—
|
|
|
14.6
|
|
||
Credit facilities
|
|
17.0
|
|
|
14.7
|
|
||
Uncommitted accounts receivable facilities
|
|
—
|
|
|
4.0
|
|
||
Other
|
|
10.3
|
|
|
11.7
|
|
||
ROW
|
|
|
|
|
||||
Credit facilities
|
|
232.6
|
|
|
170.0
|
|
||
Total debt
|
|
1,386.9
|
|
|
1,450.1
|
|
||
Less current maturities
|
|
250.3
|
|
|
511.2
|
|
||
Long-term debt
|
|
$
|
1,136.6
|
|
|
$
|
938.9
|
|
|
5.75% Senior Notes
|
||||||
(in millions)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Face Value
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Fair Value (Level 2)
|
588.0
|
|
|
619.5
|
|
||
Stated Interest Rate
|
5.75
|
%
|
|
5.75
|
%
|
||
Interest Payment
|
Semi-Annual: Apr 1 & Oct 1
|
||||||
Maturity Date
|
October 2022
|
||||||
Guarantee
|
Jointly and severally guaranteed by the Company's wholly owned U.S. subsidiaries
|
|
|
5.75% Senior Notes
|
|
|
Beginning Date
|
Percentage
|
|
Call Option
(1)
|
October 1, 2017
|
102.875
|
%
|
|
October 1, 2018
|
101.917
|
%
|
|
October 1, 2019
|
100.958
|
%
|
|
October 1, 2020 and thereafter
|
100.000
|
%
|
(1)
|
The Company may, at its option, redeem the 5.75% S
enior Notes on or after the stated beginning dates at percentages noted above (plus accrued and unpaid interest). Additionally, the Company, may on or prior to October 1, 2015 redeem in the aggregate up to
35%
of the aggregate principal amount of 5.75% Senior Notes issued with the cash proceeds from one or more equity offerings, at a redemption price in cash equal to
105.75%
of the principal plus accrued and unpaid interest so long as (i) at least
65%
of the aggregate principal amount of the 5.75% Senior Notes issued remains outstanding immediately after giving effect to any such redemption; and (ii) notice of any such redemption is given within 60 days after the date of the closing of any such equity offering. In addition, at any time prior to October 1, 2017, the Company may redeem some or all of the 5.75% Senior Notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, plus a make whole premium.
|
|
|
Subordinated Notes Due in 2029
|
|
0.875% Convertible
Notes
|
||||||||||||
|
|
|
|
|
||||||||||||
(in millions)
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||||||
Face value
|
|
$
|
429.5
|
|
|
$
|
429.5
|
|
|
$
|
—
|
|
|
$
|
355.0
|
|
Debt discount
|
|
(261.5
|
)
|
|
(263.0
|
)
|
|
—
|
|
|
(20.4
|
)
|
||||
Book value
|
|
168.0
|
|
|
166.5
|
|
|
—
|
|
|
334.6
|
|
||||
Fair value (Level 1)
|
|
462.8
|
|
|
464.1
|
|
|
—
|
|
|
349.7
|
|
||||
Maturity date
|
|
Nov 2029
|
|
Nov 2013
|
||||||||||||
Stated annual interest rate
|
|
4.50% until Nov 2019
2.25% until Nov 2029
|
|
0.875% until Nov 2013
|
||||||||||||
Interest payments
|
|
Semi-annually:
May 15 & Nov 15
|
|
Semi-annually:
May 15 & Nov 15
|
|
|
Subordinated Notes due in 2029
(1)
|
Conversion Rights — The notes are convertible at the option of the holder into the Company’s common stock upon the occurrence of certain events, including
|
|
(i) during any calendar quarter commencing after March 31, 2010, in which the closing price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter (establishing a contingent conversion price of $47.78);
|
|
|
(ii) during any five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the notes for each day of that period is less than 98% of the product of the closing sale price of the Company’s common stock and the applicable conversion rate;
|
|
|
(iii) certain distributions to holders of the Company’s common stock are made or upon specified corporate transactions including a consolidation or merger;
|
|
|
(iv) a fundamental change as defined; and
|
|
|
|
|
|
(v) at any time during the period beginning on August 31, 2029 and ending on the close of business on the business day immediately preceding the stated maturity date.
|
|
|
|
|
|
(vi) On or after November 15, 2019, the Company may redeem all or a part of the notes for cash at a price equal to 100% of the principal amount of the notes, plus interest, if the price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days during the 30 consecutive trading day period immediately preceding the date on which notice is given
|
|
|
|
Initial conversion rate
|
|
$36.75 per share — approximating 27.2109 shares per $1,000 principal amount of notes
|
|
|
|
Upon conversion
|
|
A holder will receive, in lieu of common stock, an amount of cash equal to the lesser of (i) the principal amount of the notes, or (ii) the conversion value, determined in the manner set forth in the indenture governing the notes, of a number of shares equal to the conversion rate.
|
|
|
If the conversion value exceeds the principal amount of the notes on the conversion date, the Company will also deliver, at the Company’s election, cash or common stock or a combination of cash and common stock with respect to the conversion value upon conversion.
|
|
|
If conversion occurs in connection with a “fundamental change” as defined in the notes indenture, the Company may be required to repurchase the notes for cash at a price equal to the principal amount plus accrued but unpaid interest.
|
|
|
If conversion occurs in connection with certain changes in control, the Company may be required to deliver additional shares of the Company’s common stock (a “make whole” premium) by increasing the conversion rate with respect to such notes.
|
|
|
|
Share issuable upon conversion
|
|
The Company may issue additional share up to 11,686,075 under almost all conditions and up to 14,315,419 under the “make-whole” premium
|
|
|
|
Guarantee
|
|
None
|
(1)
|
In the event of a “fundamental change” or exceeding the aforementioned average pricing thresholds, the Company would be required to classify the amount outstanding as a current liability.
|
|
|
|
Senior Floating Rate Notes
|
|||||||
(in millions)
|
|
|
Dec 31, 2013
|
|
|
Dec 31, 2012
|
||||
Face value
|
|
|
$
|
125.0
|
|
|
|
$
|
125.0
|
|
Fair value (Level 1)
|
|
|
124.1
|
|
|
|
122.7
|
|
||
Interest rate
|
|
|
2.6
|
%
|
|
|
2.7
|
%
|
||
Interest payment
|
|
|
3-month LIBOR rate plus 2.375%
Quarterly: Jan 1, Apr 1, Jul 1 & Oct 1 |
|||||||
Maturity date
|
|
|
Apr 2015
|
Guarantee
|
|
Jointly and severally guaranteed by the Company’s wholly-owned U.S. subsidiaries
|
||||||||||
Call Option
(1)
|
|
Beginning Date
|
|
|
Percentage
|
|
Beginning Date
|
|
|
Percentage
|
||
|
|
April 1, 2012
|
|
—
|
103.563
|
%
|
|
April 1, 2009
|
|
—
|
102.0
|
%
|
|
|
April 1, 2013
|
|
—
|
102.375
|
%
|
|
April 1, 2010
|
|
—
|
101.0
|
%
|
|
|
April 1, 2014
|
|
—
|
101.188
|
%
|
|
April 1, 2011
|
|
—
|
100.0
|
%
|
|
|
April 1, 2015
|
|
—
|
100.000
|
%
|
|
|
|
|
|
(1)
|
The Company may, at its option, redeem the Senior Floating Rate Notes on or after the following dates and percentages (plus accrued and unpaid interest due)
|
|
Revolving Credit Facility
|
||||||
(in millions)
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Outstanding borrowings
|
$
|
225.0
|
|
|
$
|
—
|
|
Total credit under facility
|
1,000.0
|
|
|
700.0
|
|
||
Undrawn availability
(1)
|
298.4
|
|
|
515.3
|
|
||
Interest rate
|
2.0
|
%
|
|
1.5
|
%
|
||
Outstanding letters of credit
|
$
|
112.7
|
|
|
$
|
18.3
|
|
Original issuance
|
Jul 2011
|
|
Jul 2011
|
||||
Maturity date
|
Sept 2018
|
|
Jul 2017
|
|
|
Spanish Term Loans
|
||||||
(in millions)
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Outstanding borrowings
|
|
$
|
—
|
|
|
$
|
14.6
|
|
Fair Value (Level 2)
|
|
—
|
|
|
14.8
|
|
||
Interest rate — weighted average
|
|
—
|
%
|
|
3.7
|
%
|
|
|
Uncommitted Accounts Receivable Facilities
|
||||||
(in millions)
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Outstanding borrowings
|
|
$
|
—
|
|
|
$
|
4.0
|
|
Undrawn availability
|
|
—
|
|
|
42.8
|
|
||
Interest rate — weighted average
|
|
—
|
%
|
|
2.1
|
%
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Notional
|
|
Fair Value
|
|
Notional
|
|
Fair Value
|
||||||||||||||||
(in millions)
|
Amount
|
|
Asset
(1)
|
|
Liability
(2)
|
|
Amount
|
|
Asset
(1)
|
|
Liability
(2)
|
||||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.3
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Commodity futures
|
—
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
|
0.2
|
|
|
1.1
|
|
||||||
Foreign currency exchange
|
—
|
|
|
—
|
|
|
—
|
|
|
60.7
|
|
|
0.4
|
|
|
0.6
|
|
||||||
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
0.6
|
|
|
$
|
1.9
|
|
||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives not designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity futures
|
$
|
173.7
|
|
|
$
|
1.2
|
|
|
$
|
7.6
|
|
|
$
|
206.0
|
|
|
$
|
3.3
|
|
|
$
|
4.9
|
|
Foreign currency exchange
|
223.2
|
|
|
$
|
6.0
|
|
|
1.7
|
|
|
253.7
|
|
|
3.2
|
|
|
3.3
|
|
|||||
|
|
|
$
|
7.2
|
|
|
$
|
9.3
|
|
|
|
|
$
|
6.5
|
|
|
$
|
8.2
|
|
(1)
|
Balance recorded in “Prepaid expenses and other” and “Other non-current assets”
|
(2)
|
Balance recorded in “Accrued liabilities” and “Other liabilities”
|
|
|
Year ended December 31, 2013
|
||||||||||||
|
|
Effective portion recognized in
Accumulated OCI
|
|
Reclassified from
Accumulated OCI
|
|
Ineffective portion and amount excluded from
effectiveness testing
|
|
|
||||||
(in millions)
|
|
Gain / (Loss)
|
|
Gain / (Loss)
|
|
Gain / (Loss)
1
|
|
Location
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
Interest Expense
|
Commodity futures
|
|
(1.3
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
Cost of Sales
|
|||
Total
|
|
$
|
(1.2
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
—
|
|
|
|
|
|
Year ended December 31, 2012
|
||||||||||||
|
|
Effective portion recognized in
Accumulated OCI
|
|
Reclassified from
Accumulated OCI
|
|
Ineffective portion and amount excluded from
effectiveness testing
|
|
|
||||||
(in millions)
|
|
Gain / (Loss)
|
|
Gain / (Loss)
|
|
Gain / (Loss)
(1)
|
|
Location
|
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest Expense
|
Commodity futures
|
|
4.8
|
|
|
(3.3
|
)
|
|
(0.3
|
)
|
|
Cost of Sales
|
|||
Foreign currency exchange
|
|
(0.2
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
Other income /(expense)
|
|||
Total
|
|
$
|
4.9
|
|
|
$
|
(4.4
|
)
|
|
$
|
(0.3
|
)
|
|
|
(1)
|
The ineffective portion and the amount excluded from effectiveness testing for all derivatives designated as cash flow hedges is recognized in other income and expense.
|
|
Year Ended
|
||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
United States
|
$
|
2.0
|
|
|
$
|
38.4
|
|
|
$
|
51.2
|
|
Foreign
|
25.0
|
|
|
48.5
|
|
|
40.2
|
|
|||
Total
|
$
|
27.0
|
|
|
$
|
86.9
|
|
|
$
|
91.4
|
|
|
Year Ended
|
||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(11.5
|
)
|
|
$
|
12.0
|
|
|
$
|
(8.6
|
)
|
State
|
(0.2
|
)
|
|
3.4
|
|
|
(0.4
|
)
|
|||
Foreign
|
51.9
|
|
|
52.6
|
|
|
40.2
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
9.0
|
|
|
5.7
|
|
|
19.3
|
|
|||
State
|
(0.6
|
)
|
|
(0.6
|
)
|
|
1.7
|
|
|||
Foreign
|
(9.8
|
)
|
|
5.5
|
|
|
(13.6
|
)
|
|||
Total
|
$
|
38.8
|
|
|
$
|
78.6
|
|
|
$
|
38.6
|
|
|
Year Ended
|
||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Income tax expense (benefit) at Federal statutory tax rate
|
$
|
9.4
|
|
|
$
|
30.4
|
|
|
$
|
32.0
|
|
Foreign tax rate differential
|
(5.1
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
|||
Foreign withholding tax and surcharges
|
7.3
|
|
|
4.7
|
|
|
3.4
|
|
|||
Change in valuation allowance
|
24.8
|
|
|
31.2
|
|
|
5.3
|
|
|||
Change in uncertain tax positions
|
9.2
|
|
|
11.7
|
|
|
(4.8
|
)
|
|||
Nondeductible / nontaxable items
|
(6.8
|
)
|
|
(0.3
|
)
|
|
1.9
|
|
|||
Other (net)
|
—
|
|
|
1.1
|
|
|
0.7
|
|
|||
Total
|
$
|
38.8
|
|
|
$
|
78.6
|
|
|
$
|
38.6
|
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
98.3
|
|
|
$
|
78.6
|
|
Pension and retiree benefits accruals
|
33.0
|
|
|
46.4
|
|
||
Inventory
|
12.8
|
|
|
20.0
|
|
||
Depreciation and fixed assets
|
12.0
|
|
|
7.7
|
|
||
Tax credit carryforwards
|
9.3
|
|
|
6.5
|
|
||
Other liabilities
|
67.7
|
|
|
49.8
|
|
||
Valuation allowance
|
(93.8
|
)
|
|
(77.8
|
)
|
||
Total deferred tax assets
|
139.3
|
|
|
131.2
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Convertible debt discount
|
165.7
|
|
|
147.7
|
|
||
Inventory
|
1.2
|
|
|
1.5
|
|
||
Depreciation and fixed assets
|
87.4
|
|
|
89.1
|
|
||
Intangibles
|
42.8
|
|
|
58.8
|
|
||
Other
|
11.0
|
|
|
6.3
|
|
||
Total deferred tax liabilities
|
308.1
|
|
|
303.4
|
|
||
Net deferred tax assets (liabilities)
|
$
|
(168.8
|
)
|
|
$
|
(172.2
|
)
|
|
|
Tax Loss
|
|
|
||
Jurisdiction
|
|
Carryforward
|
|
Expiration
|
||
United States
|
|
$
|
16.0
|
|
|
2033
|
New Zealand
|
|
$
|
10.3
|
|
|
Indefinite
|
Spain
|
|
8.1
|
|
|
2026 - 2028
|
|
Others
|
|
11.4
|
|
|
Various
|
|
Total
|
|
$
|
45.8
|
|
|
|
(in millions)
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Unrecognized Tax Benefit — Beginning balance
|
|
$
|
64.2
|
|
|
$
|
58.8
|
|
|
$
|
66.1
|
|
Gross Increases — Tax Positions in Prior Period
|
|
0.8
|
|
|
3.4
|
|
|
2.1
|
|
|||
Gross Decreases — Tax Positions in Prior Period
|
|
(0.9
|
)
|
|
(4.2
|
)
|
|
(4.9
|
)
|
|||
Gross Increases — Tax Positions in Current Period
|
|
8.9
|
|
|
15.1
|
|
|
8.0
|
|
|||
Settlements
|
|
(4.5
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Lapse of Statute of Limitations
|
|
(3.6
|
)
|
|
(9.6
|
)
|
|
(11.4
|
)
|
|||
Foreign Currency Translation
|
|
(7.2
|
)
|
|
0.7
|
|
|
(0.8
|
)
|
|||
Unrecognized Tax Benefit — Ending Balance
|
|
$
|
57.7
|
|
|
$
|
64.2
|
|
|
$
|
58.8
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||||||
Changes in Benefit Obligation:
|
|
|
|
|
|
|
|
||||||||
Beginning benefit obligation
|
$
|
180.4
|
|
|
$
|
167.2
|
|
|
$
|
158.5
|
|
|
$
|
114.2
|
|
Impact of foreign currency exchange rate change
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
19.1
|
|
||||
Service cost
|
1.9
|
|
|
1.8
|
|
|
6.5
|
|
|
4.3
|
|
||||
Interest cost
|
7.2
|
|
|
7.7
|
|
|
5.9
|
|
|
6.1
|
|
||||
Settlement (gain) loss
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
(2.5
|
)
|
||||
Benefits paid
|
(10.1
|
)
|
|
(9.9
|
)
|
|
(5.0
|
)
|
|
(4.1
|
)
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.2
|
|
||||
Amendments / Change in assumptions
|
(0.1
|
)
|
|
0.1
|
|
|
(2.3
|
)
|
|
4.0
|
|
||||
Actuarial (gain) loss
|
(9.4
|
)
|
|
13.5
|
|
|
(8.7
|
)
|
|
17.2
|
|
||||
Ending benefit obligation
|
$
|
169.9
|
|
|
$
|
180.4
|
|
|
$
|
142.9
|
|
|
$
|
158.5
|
|
Changes in Plan Assets:
|
|
|
|
|
|
|
|
||||||||
Beginning fair value of plan assets
|
$
|
129.1
|
|
|
$
|
126.6
|
|
|
$
|
46.1
|
|
|
$
|
40.1
|
|
Impact of foreign currency exchange rate change
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
0.5
|
|
||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||
Actual return on plan assets
|
23.4
|
|
|
11.9
|
|
|
6.3
|
|
|
2.5
|
|
||||
Company contributions
|
0.5
|
|
|
0.5
|
|
|
10.7
|
|
|
8.0
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
(17.8
|
)
|
||||
Benefits paid
|
(10.1
|
)
|
|
(9.9
|
)
|
|
(5.0
|
)
|
|
(4.1
|
)
|
||||
Ending fair value of plan assets
|
$
|
142.9
|
|
|
$
|
129.1
|
|
|
$
|
51.6
|
|
|
$
|
46.1
|
|
Funded status at end of year
|
$
|
(27.0
|
)
|
|
$
|
(51.3
|
)
|
|
$
|
(91.3
|
)
|
|
$
|
(112.4
|
)
|
Amounts Recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
Other Assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
0.2
|
|
Accrued liabilities
|
$
|
(0.4
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(5.7
|
)
|
Other liabilities
|
$
|
(26.6
|
)
|
|
$
|
(50.9
|
)
|
|
$
|
(92.4
|
)
|
|
$
|
(106.9
|
)
|
Recognized in Accumulated Other Comprehensive Income:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
55.4
|
|
|
$
|
87.6
|
|
|
$
|
17.1
|
|
|
$
|
31.2
|
|
Prior service cost
|
0.4
|
|
|
0.4
|
|
|
5.7
|
|
|
8.9
|
|
||||
Transition obligation
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.5
|
|
||||
|
$
|
55.8
|
|
|
$
|
88.0
|
|
|
$
|
23.1
|
|
|
$
|
40.6
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||||||
Projected benefit obligation
|
$
|
169.9
|
|
|
$
|
180.4
|
|
|
$
|
115.4
|
|
|
$
|
149.7
|
|
Accumulated benefit obligation
|
169.4
|
|
|
179.4
|
|
|
104.5
|
|
|
136.1
|
|
||||
Fair value of the plan assets
|
142.9
|
|
|
129.0
|
|
|
49.6
|
|
|
44.2
|
|
|
U.S. Plans
Year ended
|
|
Non-U.S. Plans
Year ended
|
||||||||||||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||||||||
Pension expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
1.9
|
|
|
$
|
1.8
|
|
|
$
|
1.4
|
|
|
$
|
6.5
|
|
|
$
|
4.3
|
|
|
$
|
3.1
|
|
Interest cost
|
7.2
|
|
|
7.7
|
|
|
8.1
|
|
|
5.9
|
|
|
6.1
|
|
|
5.7
|
|
||||||
Expected return on plan assets
|
(9.4
|
)
|
|
(9.1
|
)
|
|
(10.6
|
)
|
|
(2.7
|
)
|
|
(2.0
|
)
|
|
(2.4
|
)
|
||||||
Amortization of prior service cost
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
1.2
|
|
|
1.4
|
|
|
0.3
|
|
||||||
Amortization of net loss
|
8.5
|
|
|
8.3
|
|
|
5.1
|
|
|
1.2
|
|
|
1.2
|
|
|
1.2
|
|
||||||
Amortization of transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
||||||
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
||||||
Net pension expense
|
$
|
8.3
|
|
|
$
|
8.8
|
|
|
$
|
4.1
|
|
|
$
|
12.3
|
|
|
$
|
11.3
|
|
|
$
|
8.4
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Discount rate
|
4.85
|
%
|
|
4.10
|
%
|
|
4.36
|
%
|
|
4.20
|
%
|
Expected rate of increase in future compensation levels
|
2.00
|
%
|
|
2.00
|
%
|
|
3.85
|
%
|
|
4.10
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Discount rate
|
4.12
|
%
|
|
4.70
|
%
|
|
5.40
|
%
|
|
4.26
|
%
|
|
5.10
|
%
|
|
5.60
|
%
|
Expected rate of increase in future compensation levels
|
2.00
|
%
|
|
2.00
|
%
|
|
2.00
|
%
|
|
3.94
|
%
|
|
6.10
|
%
|
|
4.30
|
%
|
Long-term expected rate of return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
8.50
|
%
|
|
6.09
|
%
|
|
4.50
|
%
|
|
7.20
|
%
|
|
|
|
|
Quoted prices in Active
Markets for Identical
|
|
Significant Observable
|
|
Significant
Unobservable
|
||||||||
Asset Category
|
|
Total
|
|
Assets (Level 1)
|
|
Inputs (Level 2)
|
|
Inputs (Level 3)
|
||||||||
Equity Securities
|
|
$
|
76.7
|
|
|
$
|
76.6
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Mutual Funds
|
|
89.5
|
|
|
58.9
|
|
|
30.6
|
|
|
—
|
|
||||
Short Term Investments
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
||||
Equitable Contract
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
||||
Fixed Income
|
|
20.8
|
|
|
—
|
|
|
20.8
|
|
|
—
|
|
||||
Coal Lease
(1)
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||
Total
|
|
$
|
194.5
|
|
|
$
|
135.5
|
|
|
$
|
55.0
|
|
|
$
|
4.0
|
|
|
|
|
|
Quoted prices in Active
Markets for Identical
|
|
Significant Observable
|
|
Significant
Unobservable
|
||||||||
Asset Category
|
|
Total
|
|
Assets (Level 1)
|
|
Inputs (Level 2)
|
|
Inputs (Level 3)
|
||||||||
Equity Securities
|
|
$
|
77.3
|
|
|
$
|
77.2
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Mutual Funds
|
|
54.7
|
|
|
37.9
|
|
|
16.8
|
|
|
—
|
|
||||
Short Term Investments
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Equitable Contract
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||
Fixed Income
|
|
11.5
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
||||
Coal Lease
(1)
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||
Total
|
|
$
|
151.1
|
|
|
$
|
115.1
|
|
|
$
|
31.8
|
|
|
$
|
4.2
|
|
(1)
|
The Company’s interest represents approximately
26%
of the lease which is currently between American Premier Underwriters (APU), the Lessor and CONSOL Energy (CONSOL), the Lessee. The lease pertains to real property mined by CONSOL located in Pennsylvania.
|
|
Coal Lease
|
||
Beginning balance at January 1, 2012
|
$
|
4.4
|
|
Change in fair value of plan assets
|
(0.2
|
)
|
|
Purchases, sales, transfers, and settlements
|
—
|
|
|
Ending balance December 31, 2012
|
$
|
4.2
|
|
Change in fair value of plan assets
|
(0.2
|
)
|
|
Purchases, sales, transfers, and settlements
|
—
|
|
|
Ending balance at December 31, 2013
|
$
|
4.0
|
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
Changes in Benefit Obligation:
|
|
|
|
||||
Beginning benefit obligation
|
$
|
6.3
|
|
|
$
|
7.1
|
|
Service cost
|
0.1
|
|
|
0.1
|
|
||
Interest cost
|
0.2
|
|
|
0.2
|
|
||
Actuarial loss
|
(1.1
|
)
|
|
(0.4
|
)
|
||
Benefits paid
|
(0.6
|
)
|
|
(0.8
|
)
|
||
Foreign currency impact
|
0.1
|
|
|
0.1
|
|
||
Ending benefit obligation
|
$
|
5.0
|
|
|
$
|
6.3
|
|
Funded status at end of year
|
$
|
(5.0
|
)
|
|
$
|
(6.3
|
)
|
Amounts Recognized in Consolidated Balance Sheets:
|
|
|
|
||||
Accrued liabilities
|
$
|
(0.6
|
)
|
|
$
|
(0.9
|
)
|
Other liabilities
|
$
|
(4.4
|
)
|
|
$
|
(5.4
|
)
|
Recognized in Accumulated Other Comprehensive Income:
|
|
|
|
||||
Net actuarial loss
|
$
|
(0.3
|
)
|
|
$
|
0.6
|
|
Prior service cost
|
(0.2
|
)
|
|
(0.2
|
)
|
||
|
$
|
(0.5
|
)
|
|
$
|
0.4
|
|
|
Year ended
|
||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Postretirement benefit expense:
|
|
|
|
|
|
||||||
Service cost
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Amortization of net loss
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Net postretirement benefit expense
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
Fiscal Years Ended
|
||||||||||||||
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Company
Common
Shareholders
|
|
Noncontrolling
Interest
|
|
Company
Common
Shareholders
|
|
Noncontrolling
Interest
|
||||||||
Foreign currency translation adjustment
|
$
|
(67.1
|
)
|
|
$
|
(24.5
|
)
|
|
$
|
(27.9
|
)
|
|
$
|
(16.8
|
)
|
Pension adjustments, net of tax
|
(52.6
|
)
|
|
(2.9
|
)
|
|
(84.4
|
)
|
|
(3.1
|
)
|
||||
Change in fair value of derivatives, net of tax
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.4
|
)
|
||||
Company deferred stock held in rabbi trust, net of tax
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
||||
Other
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Accumulated other comprehensive income (loss)
|
$
|
(112.1
|
)
|
|
$
|
(27.4
|
)
|
|
$
|
(104.6
|
)
|
|
$
|
(20.3
|
)
|
|
Foreign currency translation
|
|
Change of fair value of pension benefit obligation
|
|
Change in fair value of derivatives
|
|
Deferred stock held in rabbi trust
|
|
Other
|
|
Total
|
||||||||||||
Balance, December 31, 2012
|
$
|
(27.9
|
)
|
|
$
|
(84.4
|
)
|
|
$
|
0.1
|
|
|
$
|
7.3
|
|
|
$
|
0.3
|
|
|
$
|
(104.6
|
)
|
Other comprehensive income before reclassifications
|
(39.2
|
)
|
|
13.6
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(26.4
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
18.2
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
18.9
|
|
||||||
Net current - period other comprehensive income (loss)
|
(39.2
|
)
|
|
31.8
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
||||||
Balance, December 31, 2013
|
$
|
(67.1
|
)
|
|
$
|
(52.6
|
)
|
|
$
|
—
|
|
|
$
|
7.3
|
|
|
$
|
0.3
|
|
|
$
|
(112.1
|
)
|
|
|
Year Ended,
|
|
|
||
|
|
December 31, 2013
|
|
|
||
|
|
Amount reclassified from accumulated other comprehensive income
|
|
Affected line item in the Consolidated Statemen
t of Operations and Comprehensive Income (Loss)
|
||
Change in fair value of derivatives:
|
|
|
|
|
||
Commodity contracts
|
|
$
|
0.7
|
|
|
Cost of Sales
|
Total - Change in fair value of derivatives
|
|
0.7
|
|
|
|
|
Amortization of defined pension items
|
|
|
|
|
||
Prior service cost
|
|
1.7
|
|
|
SG&A
|
|
Net loss
|
|
16.5
|
|
|
SG&A
|
|
Total - Amortization of defined benefit pension items
|
|
18.2
|
|
|
|
|
Total
|
|
$
|
18.9
|
|
|
|
|
Year Ended
|
||||||||||
(in millions)
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Non-qualified stock option expense
|
$
|
5.5
|
|
|
$
|
4.9
|
|
|
$
|
4.8
|
|
Non-vested stock awards expense
|
0.2
|
|
|
1.7
|
|
|
2.8
|
|
|||
Stock unit awards
|
5.2
|
|
|
4.5
|
|
|
3.1
|
|
|||
Performance-based non-vested stock awards expense
|
2.0
|
|
|
1.4
|
|
|
1.0
|
|
|||
Total pre-tax share-based compensation expense
|
$
|
12.9
|
|
|
$
|
12.5
|
|
|
$
|
11.7
|
|
Excess tax benefit (deficiency) on share-based compensation
(1)
|
$
|
(0.7
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
1.0
|
|
(1)
|
Cash inflows (outflows) recognized as financing and operating activities in the Company’s consolidated statement of cash flows
|
|
|
|
Weighted
Average
|
|
Weighted Average
Remaining
|
|
Aggregate
|
|||||
|
Options
Outstanding
|
|
Exercise
Price
|
|
Contractual
Term
|
|
Intrinsic
Value
|
|||||
Outstanding at December 31, 2012
|
1,814.8
|
|
|
$
|
32.99
|
|
|
5.9 years
|
|
$
|
9.5
|
|
Granted
|
334.0
|
|
|
35.24
|
|
|
|
|
|
|||
Exercised
|
(50.5
|
)
|
|
13.33
|
|
|
|
|
|
|||
Forfeited or Expired
|
(154.2
|
)
|
|
41.92
|
|
|
|
|
|
|||
Outstanding as of December 31, 2013
|
1,944.1
|
|
|
$
|
33.18
|
|
|
6.1 years
|
|
$
|
7.0
|
|
Exercisable at December 31, 2013
|
1,342.1
|
|
|
$
|
32.31
|
|
|
4.9 years
|
|
$
|
7.0
|
|
Options expected to vest in the next twelve months
|
277.3
|
|
|
$
|
35.99
|
|
|
8.3 years
|
|
$
|
—
|
|
|
|
Year Ended
|
||||||||||
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Risk-free interest rate
(1)
|
|
0.6
|
%
|
|
1.0
|
%
|
|
2.4
|
%
|
|||
Expected dividend yield
(2)
|
|
0
|
|
|
0
|
|
|
N/A
|
|
|||
Expected option life
(3)
|
|
4.4 years
|
|
|
5.0 years
|
|
|
5.0 years
|
|
|||
Expected stock price volatility
(4)
|
|
67.8
|
%
|
|
68.0
|
%
|
|
65.6
|
%
|
|||
Weighted average fair value of options granted
|
|
$
|
18.60
|
|
|
$
|
18.20
|
|
|
$
|
24.11
|
|
(1)
|
Risk-free interest rate
— This is the U.S. Treasury rate at the grant date having a term approximately equal to the expected life of the option. An increase in the risk-free interest rate will increase compensation expense.
|
(2)
|
Expected dividend yield
— The Company did not pay dividends in the year ended December 31, 2012; therefore compensation expense was not decreased. The assumptions for the compensation expense were set at the beginning of the year prior to the Company deciding to pay dividends in 2013; as the Company did not expect to pay dividends in 2013 there was no effect on compensation expense in the year ended December 31, 2013.
|
(3)
|
Expected option life
— This is the period of time over which the options granted are expected to remain outstanding and is based on historical experience. Options granted have a maximum term of ten years. An increase in expected life will increase compensation expense.
|
(4)
|
Expected stock price volatility
— This is a measure of the amount by which a price has fluctuated or is expected to fluctuate. The Company uses actual historical changes in the market value of the Company’s stock to calculate the volatility assumption as it is management’s belief that this is the best indicator of future volatility. An increase in the expected volatility will increase compensation expense.
|
Range of Option Prices
|
|
Options Outstanding
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Options Exercisable
|
|
Weighted Average Exercise Price
|
||||||
$0 -$14
|
|
76.6
|
|
|
$
|
11.90
|
|
|
1.1
|
|
76.6
|
|
|
$
|
11.90
|
|
$14 - $28
|
|
747.2
|
|
|
$
|
21.80
|
|
|
5.0
|
|
747.2
|
|
|
$
|
21.80
|
|
$28 -$42
|
|
640.0
|
|
|
$
|
33.93
|
|
|
8.7
|
|
102.0
|
|
|
$
|
32.50
|
|
$42 - $56
|
|
274.0
|
|
|
$
|
45.29
|
|
|
5.9
|
|
210.0
|
|
|
$
|
46.02
|
|
$56 - $70
|
|
206.3
|
|
|
$
|
63.87
|
|
|
4.0
|
|
206.3
|
|
|
$
|
63.87
|
|
|
Shares
Outstanding
|
|
Weighted Average Grant Date
Fair Value
|
|||
Balance, December 31, 2012
|
853.9
|
|
|
$
|
30.26
|
|
Granted
|
301.2
|
|
|
34.83
|
|
|
Vested
|
(201.2
|
)
|
|
30.81
|
|
|
Forfeited
|
(62.0
|
)
|
|
24.94
|
|
|
Balance, December 31, 2013
|
891.9
|
|
|
$
|
32.02
|
|
|
Year Ended
|
||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Weighted-average grant date fair value of nonvested shares granted
|
$
|
34.83
|
|
|
$
|
29.65
|
|
|
$
|
39.94
|
|
Fair value of nonvested shares granted
|
$
|
10.5
|
|
|
$
|
9.1
|
|
|
$
|
7.9
|
|
Fair value of shares vested
|
$
|
6.2
|
|
|
$
|
7.0
|
|
|
$
|
2.5
|
|
Balance, December 31, 2012
|
$
|
18.6
|
|
Foreign currency translation
|
(1.6
|
)
|
|
Balance, December 31, 2013
|
$
|
17.0
|
|
|
Year Ended
|
||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Earnings per share — basic:
|
|
|
|
|
|
||||||
Net income attributable to Company common shareholders
|
$
|
(18.1
|
)
|
|
$
|
4.0
|
|
|
$
|
54.5
|
|
Less: Net income allocated to participating securities
(4)
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) for basic EPS computations
(1)
|
(18.2
|
)
|
|
4.0
|
|
|
54.5
|
|
|||
Weighted average shares outstanding for basic EPS computation
(2,3)
|
49.4
|
|
|
49.7
|
|
|
51.9
|
|
|||
Earnings per common share — basic
(3)
|
$
|
(0.37
|
)
|
|
$
|
0.08
|
|
|
$
|
1.05
|
|
Earnings per share — assuming dilution:
|
|
|
|
|
|
||||||
Net income attributable to Company common shareholders
|
$
|
(18.1
|
)
|
|
$
|
4.0
|
|
|
$
|
54.5
|
|
Add: Preferred stock dividends on convertible stock
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||
Net income attributable to Company common shareholders — for diluted EPS computation
(1)
|
$
|
(18.1
|
)
|
|
$
|
4.3
|
|
|
$
|
54.8
|
|
Weighted average shares outstanding including nonvested shares
|
49.4
|
|
|
49.7
|
|
|
51.9
|
|
|||
Dilutive effect of convertible bonds
|
—
|
|
|
—
|
|
|
0.6
|
|
|||
Dilutive effect of stock options and restricted stock units
|
—
|
|
|
1.0
|
|
|
0.8
|
|
|||
Dilutive effect of assumed conversion of preferred stock
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|||
Weighted average shares outstanding for diluted EPS computation
(2)
|
49.4
|
|
|
51.1
|
|
|
53.7
|
|
|||
Earnings per common share — assuming dilution
|
$
|
(0.37
|
)
|
|
$
|
0.08
|
|
|
$
|
1.02
|
|
(1)
|
Numerator
|
(2)
|
Denominator
|
(3)
|
Under the two class method, Earnings per share — basic reflects undistributed earnings per share for both common stock and unvested share-based payment awards (restricted stock).
|
(4)
|
Outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends are considered participating securities in undistributed earnings in the calculation above.
|
|
|
Shares Underlying
Subordinated
|
|
Total Treasury Method
|
||
Share Price
|
|
Convertible Notes
|
|
Incremental Shares
(1)
|
||
$36.75
|
|
—
|
|
|
—
|
|
$38.75
|
|
603,152
|
|
|
603,152
|
|
$40.75
|
|
1,147,099
|
|
|
1,147,099
|
|
$42.75
|
|
1,640,151
|
|
|
1,640,151
|
|
$44.75
|
|
2,089,131
|
|
|
2,089,131
|
|
(1)
|
Represents the number of incremental shares that must be included in the calculation of fully diluted shares under U.S. GAAP.
|
|
|
Year Ended
|
||||||||||
(in millions)
|
|
Dec 31, 2013
|
|
|
Dec 31, 2012
|
|
|
Dec 31, 2011
|
|
|||
Net Sales:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
2,751.6
|
|
|
$
|
2,340.2
|
|
|
$
|
2,120.2
|
|
Europe and Mediterranean
|
|
1,629.6
|
|
|
1,684.2
|
|
|
1,737.9
|
|
|||
ROW
|
|
2,040.0
|
|
|
2,035.1
|
|
|
1,950.1
|
|
|||
Total
|
|
$
|
6,421.2
|
|
|
$
|
6,059.5
|
|
|
$
|
5,808.2
|
|
Segment Operating Income (Loss):
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
129.8
|
|
|
$
|
126.1
|
|
|
$
|
121.8
|
|
Europe and Mediterranean
|
|
(0.3
|
)
|
|
(13.0
|
)
|
|
30.3
|
|
|||
ROW
|
|
82.2
|
|
|
86.3
|
|
|
62.5
|
|
|||
Total
|
|
$
|
211.7
|
|
|
$
|
199.4
|
|
|
$
|
214.6
|
|
Capital Expenditures:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
33.5
|
|
|
$
|
25.3
|
|
|
$
|
22.2
|
|
Europe and Mediterranean
|
|
18.4
|
|
|
35.3
|
|
|
41.1
|
|
|||
ROW
|
|
37.2
|
|
|
48.0
|
|
|
58.2
|
|
|||
Total
|
|
$
|
89.1
|
|
|
$
|
108.6
|
|
|
$
|
121.5
|
|
Depreciation Expense:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
40.3
|
|
|
$
|
30.0
|
|
|
$
|
27.2
|
|
Europe and Mediterranean
|
|
40.3
|
|
|
38.0
|
|
|
38.3
|
|
|||
ROW
|
|
38.0
|
|
|
34.5
|
|
|
32.1
|
|
|||
Total
|
|
$
|
118.6
|
|
|
$
|
102.5
|
|
|
$
|
97.6
|
|
Total Assets:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
1,342.0
|
|
|
$
|
1,483.4
|
|
|
|
||
Europe and Mediterranean
|
|
1,232.8
|
|
|
1,329.6
|
|
|
|
||||
ROW
|
|
2,004.1
|
|
|
2,119.6
|
|
|
|
||||
Total
|
|
$
|
4,578.9
|
|
|
$
|
4,932.6
|
|
|
|
|
|
Year Ended
|
||||||||||
(in millions)
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Electric Utility
|
|
$
|
2,148.5
|
|
|
$
|
2,004.8
|
|
|
$
|
1,792.8
|
|
Electrical Infrastructure
|
|
1,674.2
|
|
|
1,611.5
|
|
|
1,708.3
|
|
|||
Construction
|
|
1,568.9
|
|
|
1,519.0
|
|
|
1,395.3
|
|
|||
Communications
|
|
713.0
|
|
|
651.2
|
|
|
655.3
|
|
|||
Rod Mill Products
|
|
316.6
|
|
|
273.0
|
|
|
256.5
|
|
|||
Total
|
|
$
|
6,421.2
|
|
|
$
|
6,059.5
|
|
|
$
|
5,808.2
|
|
|
|
Net Sales
|
|
Long-lived Assets
|
||||||||||||||||
|
|
Year Ended
|
|
Year Ended
|
||||||||||||||||
(in millions)
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||||||||
United States
|
|
$
|
1,919.8
|
|
|
$
|
1,859.5
|
|
|
$
|
1,712.2
|
|
|
$
|
331.7
|
|
|
$
|
337.9
|
|
Canada
|
|
708.0
|
|
|
441.3
|
|
|
379.8
|
|
|
49.3
|
|
|
45.6
|
|
|||||
France
|
|
469.4
|
|
|
494.9
|
|
|
506.0
|
|
|
72.6
|
|
|
78.3
|
|
|||||
Brazil
|
|
421.3
|
|
|
477.6
|
|
|
420.4
|
|
|
105.0
|
|
|
121.3
|
|
|||||
Spain
|
|
280.7
|
|
|
319.0
|
|
|
400.1
|
|
|
166.0
|
|
|
169.8
|
|
|||||
Others
|
|
2,622.0
|
|
|
2,467.2
|
|
|
2,389.7
|
|
|
847.8
|
|
|
929.2
|
|
|||||
Total
|
|
$
|
6,421.2
|
|
|
$
|
6,059.5
|
|
|
$
|
5,808.2
|
|
|
$
|
1,572.4
|
|
|
$
|
1,682.1
|
|
|
|
Fair Value Measurement
|
||||||||||||||||||||||||||||||
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative assets
|
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
7.1
|
|
Equity securities
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
22.2
|
|
|
17.7
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
||||||||
Total Assets
|
|
$
|
22.2
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
29.4
|
|
|
$
|
17.7
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
24.8
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
Total liabilities
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,543.7
|
|
|
$
|
1,659.1
|
|
|
$
|
1,557.1
|
|
|
$
|
1,661.3
|
|
Gross profit
|
156.9
|
|
|
192.8
|
|
|
160.2
|
|
|
193.8
|
|
||||
Net income (loss) attributable to Company common shareholders
|
(45.8
|
)
|
|
8.2
|
|
|
5.7
|
|
|
13.8
|
|
||||
Net income (loss) attributable to Company common shareholders — for diluted EPS computation
|
(45.8
|
)
|
|
8.3
|
|
|
5.8
|
|
|
13.9
|
|
||||
Earnings (loss) per common share — basic
|
$
|
(0.92
|
)
|
|
$
|
0.17
|
|
|
$
|
0.11
|
|
|
$
|
0.28
|
|
Earnings (loss) per common share — assuming dilution
|
$
|
(0.92
|
)
|
|
$
|
0.16
|
|
|
$
|
0.11
|
|
|
$
|
0.27
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2012
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,449.5
|
|
|
$
|
1,475.2
|
|
|
$
|
1,512.6
|
|
|
$
|
1,622.2
|
|
Gross profit
|
149.1
|
|
|
173.7
|
|
|
165.4
|
|
|
136.7
|
|
||||
Net income (loss) attributable to Company common shareholders
|
24.9
|
|
|
17.7
|
|
|
(22.9
|
)
|
|
(15.7
|
)
|
||||
Net income (loss) attributable to Company common shareholders — for diluted EPS computation
|
25.0
|
|
|
17.8
|
|
|
(22.8
|
)
|
|
(15.7
|
)
|
||||
Earnings (loss) per common share — basic
|
$
|
0.50
|
|
|
$
|
0.36
|
|
|
$
|
(0.46
|
)
|
|
$
|
(0.32
|
)
|
Earnings (loss) per common share — assuming dilution
|
$
|
0.49
|
|
|
$
|
0.35
|
|
|
$
|
(0.46
|
)
|
|
$
|
(0.32
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
2,233.0
|
|
|
$
|
4,188.2
|
|
|
$
|
—
|
|
|
$
|
6,421.2
|
|
Intercompany
|
56.0
|
|
|
292.0
|
|
|
281.4
|
|
|
(629.4
|
)
|
|
—
|
|
|||||
|
56.0
|
|
|
2,525.0
|
|
|
4,469.6
|
|
|
(629.4
|
)
|
|
6,421.2
|
|
|||||
Cost of sales
|
—
|
|
|
2,244.5
|
|
|
4,046.4
|
|
|
(573.4
|
)
|
|
5,717.5
|
|
|||||
Gross profit
|
56.0
|
|
|
280.5
|
|
|
423.2
|
|
|
(56.0
|
)
|
|
703.7
|
|
|||||
Selling, general and administrative expenses
|
43.4
|
|
|
188.7
|
|
|
315.9
|
|
|
(56.0
|
)
|
|
492.0
|
|
|||||
Operating income
|
12.6
|
|
|
91.8
|
|
|
107.3
|
|
|
—
|
|
|
211.7
|
|
|||||
Other income (expense)
|
—
|
|
|
(6.2
|
)
|
|
(60.5
|
)
|
|
—
|
|
|
(66.7
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(86.9
|
)
|
|
(110.7
|
)
|
|
(48.1
|
)
|
|
120.8
|
|
|
(124.9
|
)
|
|||||
Interest income
|
105.1
|
|
|
15.2
|
|
|
7.4
|
|
|
(120.8
|
)
|
|
6.9
|
|
|||||
|
18.2
|
|
|
(95.5
|
)
|
|
(40.7
|
)
|
|
—
|
|
|
(118.0
|
)
|
|||||
Income (loss) before income taxes
|
30.8
|
|
|
(9.9
|
)
|
|
6.1
|
|
|
—
|
|
|
27.0
|
|
|||||
Income tax (provision) benefit
|
(11.5
|
)
|
|
13.8
|
|
|
(41.1
|
)
|
|
—
|
|
|
(38.8
|
)
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(37.1
|
)
|
|
(41.0
|
)
|
|
0.8
|
|
|
79.0
|
|
|
1.7
|
|
|||||
Net income (loss) including noncontrolling interest
|
(17.8
|
)
|
|
(37.1
|
)
|
|
(34.2
|
)
|
|
79.0
|
|
|
(10.1
|
)
|
|||||
Less: preferred stock dividends
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(18.1
|
)
|
|
$
|
(37.1
|
)
|
|
$
|
(41.9
|
)
|
|
$
|
79.0
|
|
|
$
|
(18.1
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(17.8
|
)
|
|
$
|
(37.1
|
)
|
|
$
|
(34.2
|
)
|
|
$
|
79.0
|
|
|
$
|
(10.1
|
)
|
Currency translation gain (loss)
|
(39.2
|
)
|
|
(39.2
|
)
|
|
(55.8
|
)
|
|
87.3
|
|
|
(46.9
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
31.8
|
|
|
31.8
|
|
|
12.3
|
|
|
(43.9
|
)
|
|
32.0
|
|
|||||
Change in fair value of derivatives, net of tax
|
(0.1
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
|
0.2
|
|
|
0.3
|
|
|||||
Comprehensive income (loss), net of tax
|
(25.3
|
)
|
|
(44.6
|
)
|
|
(77.4
|
)
|
|
122.6
|
|
|
(24.7
|
)
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||||
Comprehensive income (loss) attributable to Company common shareholders interest, net of tax
|
$
|
(25.3
|
)
|
|
$
|
(44.6
|
)
|
|
$
|
(78.0
|
)
|
|
$
|
122.6
|
|
|
$
|
(25.3
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
2,015.8
|
|
|
$
|
4,043.7
|
|
|
$
|
—
|
|
|
$
|
6,059.5
|
|
Intercompany
|
54.4
|
|
|
150.3
|
|
|
320.6
|
|
|
(525.3
|
)
|
|
—
|
|
|||||
|
54.4
|
|
|
2,166.1
|
|
|
4,364.3
|
|
|
(525.3
|
)
|
|
6,059.5
|
|
|||||
Cost of sales
|
—
|
|
|
1,903.6
|
|
|
4,001.9
|
|
|
(470.9
|
)
|
|
5,434.6
|
|
|||||
Gross profit
|
54.4
|
|
|
262.5
|
|
|
362.4
|
|
|
(54.4
|
)
|
|
624.9
|
|
|||||
Selling, general and administrative expenses
|
41.5
|
|
|
150.6
|
|
|
287.8
|
|
|
(54.4
|
)
|
|
425.5
|
|
|||||
Operating income
|
12.9
|
|
|
111.9
|
|
|
74.6
|
|
|
—
|
|
|
199.4
|
|
|||||
Other income (expense)
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(70.6
|
)
|
|
(96.1
|
)
|
|
(48.0
|
)
|
|
107.9
|
|
|
(106.8
|
)
|
|||||
Interest income
|
91.6
|
|
|
15.5
|
|
|
7.3
|
|
|
(107.9
|
)
|
|
6.5
|
|
|||||
Loss on extinguishment of debt
|
(9.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|||||
|
11.7
|
|
|
(80.6
|
)
|
|
(40.7
|
)
|
|
—
|
|
|
(109.6
|
)
|
|||||
Income (loss) before income taxes
|
24.6
|
|
|
31.3
|
|
|
31.0
|
|
|
—
|
|
|
86.9
|
|
|||||
Income tax (provision) benefit
|
(10.9
|
)
|
|
(11.0
|
)
|
|
(56.7
|
)
|
|
—
|
|
|
(78.6
|
)
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(9.4
|
)
|
|
(29.7
|
)
|
|
1.2
|
|
|
39.6
|
|
|
1.7
|
|
|||||
Net income (loss) including noncontrolling interest
|
4.3
|
|
|
(9.4
|
)
|
|
(24.5
|
)
|
|
39.6
|
|
|
10.0
|
|
|||||
Less: preferred stock dividends
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
4.0
|
|
|
$
|
(9.4
|
)
|
|
$
|
(30.2
|
)
|
|
$
|
39.6
|
|
|
$
|
4.0
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
4.3
|
|
|
$
|
(9.4
|
)
|
|
$
|
(24.5
|
)
|
|
$
|
39.6
|
|
|
$
|
10.0
|
|
Currency translation gain (loss)
|
8.4
|
|
|
7.6
|
|
|
5.1
|
|
|
(11.2
|
)
|
|
9.9
|
|
|||||
Defined benefit plan adjustments, net of tax
|
(21.4
|
)
|
|
(21.4
|
)
|
|
(20.0
|
)
|
|
41.5
|
|
|
(21.3
|
)
|
|||||
Change in fair value of derivatives, net of tax
|
5.8
|
|
|
5.8
|
|
|
2.8
|
|
|
(8.4
|
)
|
|
6.0
|
|
|||||
Comprehensive income (loss), net of tax
|
(2.9
|
)
|
|
(17.4
|
)
|
|
(36.6
|
)
|
|
61.5
|
|
|
4.6
|
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|||||
Comprehensive income (loss) attributable to Company common shareholders interest, net of tax
|
$
|
(2.9
|
)
|
|
$
|
(17.4
|
)
|
|
$
|
(44.1
|
)
|
|
$
|
61.5
|
|
|
$
|
(2.9
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
1,857.0
|
|
|
$
|
3,951.2
|
|
|
$
|
—
|
|
|
$
|
5,808.2
|
|
Intercompany
|
55.9
|
|
|
116.4
|
|
|
204.9
|
|
|
(377.2
|
)
|
|
—
|
|
|||||
|
55.9
|
|
|
1,973.4
|
|
|
4,156.1
|
|
|
(377.2
|
)
|
|
5,808.2
|
|
|||||
Cost of sales
|
—
|
|
|
1,742.5
|
|
|
3,792.7
|
|
|
(321.3
|
)
|
|
5,213.9
|
|
|||||
Gross profit
|
55.9
|
|
|
230.9
|
|
|
363.4
|
|
|
(55.9
|
)
|
|
594.3
|
|
|||||
Selling, general and administrative expenses
|
44.6
|
|
|
130.7
|
|
|
260.3
|
|
|
(55.9
|
)
|
|
379.7
|
|
|||||
Operating income
|
11.3
|
|
|
100.2
|
|
|
103.1
|
|
|
—
|
|
|
214.6
|
|
|||||
Other income (expense)
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(31.4
|
)
|
|
—
|
|
|
(31.7
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(63.0
|
)
|
|
(91.6
|
)
|
|
(48.9
|
)
|
|
104.3
|
|
|
(99.2
|
)
|
|||||
Interest income
|
88.6
|
|
|
15.0
|
|
|
8.4
|
|
|
(104.3
|
)
|
|
7.7
|
|
|||||
|
25.6
|
|
|
(76.6
|
)
|
|
(40.5
|
)
|
|
—
|
|
|
(91.5
|
)
|
|||||
Income (loss) before income taxes
|
36.8
|
|
|
23.4
|
|
|
31.2
|
|
|
—
|
|
|
91.4
|
|
|||||
Income tax (provision) benefit
|
(15.8
|
)
|
|
2.6
|
|
|
(25.4
|
)
|
|
—
|
|
|
(38.6
|
)
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
33.8
|
|
|
7.8
|
|
|
2.6
|
|
|
(41.3
|
)
|
|
2.9
|
|
|||||
Net income (loss) including noncontrolling interest
|
54.8
|
|
|
33.8
|
|
|
8.4
|
|
|
(41.3
|
)
|
|
55.7
|
|
|||||
Less: preferred stock dividends
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
54.5
|
|
|
$
|
33.8
|
|
|
$
|
7.5
|
|
|
$
|
(41.3
|
)
|
|
$
|
54.5
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
54.8
|
|
|
$
|
33.8
|
|
|
$
|
8.4
|
|
|
$
|
(41.3
|
)
|
|
$
|
55.7
|
|
Currency translation gain (loss)
|
(57.1
|
)
|
|
(56.6
|
)
|
|
(51.8
|
)
|
|
104.9
|
|
|
(60.6
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
(15.6
|
)
|
|
(15.6
|
)
|
|
(3.0
|
)
|
|
16.2
|
|
|
(18.0
|
)
|
|||||
Change in fair value of derivatives, net of tax
|
(37.5
|
)
|
|
(37.5
|
)
|
|
(33.8
|
)
|
|
71.2
|
|
|
(37.6
|
)
|
|||||
Comprehensive income (loss), net of tax
|
(55.4
|
)
|
|
(75.9
|
)
|
|
(80.2
|
)
|
|
151.0
|
|
|
(60.5
|
)
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
(5.1
|
)
|
|||||
Comprehensive income (loss) attributable to Company common shareholders interest, net of tax
|
$
|
(55.4
|
)
|
|
$
|
(75.9
|
)
|
|
$
|
(75.1
|
)
|
|
$
|
151.0
|
|
|
$
|
(55.4
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
0.2
|
|
|
$
|
2.2
|
|
|
$
|
416.4
|
|
|
$
|
—
|
|
|
$
|
418.8
|
|
Receivables, net of allowances
|
—
|
|
|
258.5
|
|
|
913.2
|
|
|
—
|
|
|
1,171.7
|
|
|||||
Inventories
|
—
|
|
|
438.0
|
|
|
801.6
|
|
|
—
|
|
|
1,239.6
|
|
|||||
Deferred income taxes
|
—
|
|
|
23.3
|
|
|
26.9
|
|
|
—
|
|
|
50.2
|
|
|||||
Prepaid expenses and other
|
1.9
|
|
|
32.7
|
|
|
91.6
|
|
|
—
|
|
|
126.2
|
|
|||||
Total current assets
|
2.1
|
|
|
754.7
|
|
|
2,249.7
|
|
|
—
|
|
|
3,006.5
|
|
|||||
Property, plant and equipment, net
|
0.6
|
|
|
231.9
|
|
|
859.5
|
|
|
—
|
|
|
1,092.0
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
15.8
|
|
|
—
|
|
|
15.8
|
|
|||||
Intercompany accounts
|
1,305.5
|
|
|
507.7
|
|
|
35.8
|
|
|
(1,849.0
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,050.4
|
|
|
1,332.3
|
|
|
—
|
|
|
(2,382.7
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
13.7
|
|
|
170.9
|
|
|
—
|
|
|
184.6
|
|
|||||
Intangible assets, net
|
—
|
|
|
15.5
|
|
|
167.4
|
|
|
—
|
|
|
182.9
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
8.0
|
|
|
11.0
|
|
|
—
|
|
|
19.0
|
|
|||||
Other non-current assets
|
13.7
|
|
|
33.8
|
|
|
30.6
|
|
|
—
|
|
|
78.1
|
|
|||||
Total assets
|
$
|
2,372.3
|
|
|
$
|
2,897.6
|
|
|
$
|
3,540.7
|
|
|
$
|
(4,231.7
|
)
|
|
$
|
4,578.9
|
|
Liabilities and Total Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
118.5
|
|
|
$
|
752.1
|
|
|
$
|
—
|
|
|
$
|
870.6
|
|
Accrued liabilities
|
13.8
|
|
|
103.9
|
|
|
317.2
|
|
|
—
|
|
|
434.9
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
250.3
|
|
|
—
|
|
|
250.3
|
|
|||||
Total current liabilities
|
13.8
|
|
|
222.4
|
|
|
1,319.6
|
|
|
—
|
|
|
1,555.8
|
|
|||||
Long-term debt
|
902.0
|
|
|
225.0
|
|
|
9.6
|
|
|
—
|
|
|
1,136.6
|
|
|||||
Deferred income taxes
|
175.2
|
|
|
(19.4
|
)
|
|
78.0
|
|
|
—
|
|
|
233.8
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,339.7
|
|
|
509.3
|
|
|
(1,849.0
|
)
|
|
—
|
|
|||||
Other liabilities
|
1.1
|
|
|
79.5
|
|
|
175.3
|
|
|
—
|
|
|
255.9
|
|
|||||
Total liabilities
|
1,092.1
|
|
|
1,847.2
|
|
|
2,091.8
|
|
|
(1,849.0
|
)
|
|
3,182.1
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
17.0
|
|
|
—
|
|
|
17.0
|
|
|||||
Total Company shareholders’ equity
|
1,280.2
|
|
|
1,050.4
|
|
|
1,332.3
|
|
|
(2,382.7
|
)
|
|
1,280.2
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
99.6
|
|
|
—
|
|
|
99.6
|
|
|||||
Total liabilities and equity
|
$
|
2,372.3
|
|
|
$
|
2,897.6
|
|
|
$
|
3,540.7
|
|
|
$
|
(4,231.7
|
)
|
|
$
|
4,578.9
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
65.3
|
|
|
$
|
44.2
|
|
|
$
|
512.8
|
|
|
$
|
—
|
|
|
$
|
622.3
|
|
Receivables, net of allowances
|
—
|
|
|
277.6
|
|
|
904.5
|
|
|
—
|
|
|
1,182.1
|
|
|||||
Inventories
|
—
|
|
|
460.0
|
|
|
813.6
|
|
|
—
|
|
|
1,273.6
|
|
|||||
Deferred income taxes
|
—
|
|
|
24.4
|
|
|
15.1
|
|
|
—
|
|
|
39.5
|
|
|||||
Prepaid expenses and other
|
2.3
|
|
|
20.9
|
|
|
109.8
|
|
|
—
|
|
|
133.0
|
|
|||||
Total current assets
|
67.6
|
|
|
827.1
|
|
|
2,355.8
|
|
|
—
|
|
|
3,250.5
|
|
|||||
Property, plant and equipment, net
|
0.4
|
|
|
238.2
|
|
|
955.3
|
|
|
—
|
|
|
1,193.9
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
12.8
|
|
|
—
|
|
|
12.8
|
|
|||||
Intercompany accounts
|
1,566.7
|
|
|
491.0
|
|
|
40.2
|
|
|
(2,097.9
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,086.9
|
|
|
1,367.4
|
|
|
—
|
|
|
(2,454.3
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
15.0
|
|
|
172.6
|
|
|
—
|
|
|
187.6
|
|
|||||
Intangible assets, net
|
—
|
|
|
17.7
|
|
|
185.2
|
|
|
—
|
|
|
202.9
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
7.3
|
|
|
11.6
|
|
|
—
|
|
|
18.9
|
|
|||||
Other non-current assets
|
15.3
|
|
|
26.4
|
|
|
24.3
|
|
|
—
|
|
|
66.0
|
|
|||||
Total assets
|
$
|
2,736.9
|
|
|
$
|
2,990.1
|
|
|
$
|
3,757.8
|
|
|
$
|
(4,552.2
|
)
|
|
$
|
4,932.6
|
|
Liabilities and Total Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
103.8
|
|
|
$
|
899.2
|
|
|
$
|
—
|
|
|
$
|
1,003.0
|
|
Accrued liabilities
|
12.1
|
|
|
109.1
|
|
|
374.9
|
|
|
—
|
|
|
496.1
|
|
|||||
Current portion of long-term debt
|
334.6
|
|
|
—
|
|
|
176.6
|
|
|
—
|
|
|
511.2
|
|
|||||
Total current liabilities
|
346.7
|
|
|
212.9
|
|
|
1,450.7
|
|
|
—
|
|
|
2,010.3
|
|
|||||
Long-term debt
|
900.5
|
|
|
—
|
|
|
38.4
|
|
|
—
|
|
|
938.9
|
|
|||||
Deferred income taxes
|
156.9
|
|
|
(18.2
|
)
|
|
85.2
|
|
|
—
|
|
|
223.9
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,606.9
|
|
|
491.0
|
|
|
(2,097.9
|
)
|
|
—
|
|
|||||
Other liabilities
|
1.1
|
|
|
101.6
|
|
|
190.0
|
|
|
—
|
|
|
292.7
|
|
|||||
Total liabilities
|
1,405.2
|
|
|
1,903.2
|
|
|
2,255.3
|
|
|
(2,097.9
|
)
|
|
3,465.8
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
18.6
|
|
|
—
|
|
|
18.6
|
|
|||||
Total Company shareholders’ equity
|
1,331.7
|
|
|
1,086.9
|
|
|
1,367.4
|
|
|
(2,454.3
|
)
|
|
1,331.7
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
116.5
|
|
|
—
|
|
|
116.5
|
|
|||||
Total liabilities and equity
|
$
|
2,736.9
|
|
|
$
|
2,990.1
|
|
|
$
|
3,757.8
|
|
|
$
|
(4,552.2
|
)
|
|
$
|
4,932.6
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities
|
$
|
56.0
|
|
|
$
|
102.4
|
|
|
$
|
(120.2
|
)
|
|
$
|
—
|
|
|
$
|
38.2
|
|
Cash flows of investing activities:
|
|
|
|
|
—
|
|
|
|
|
|
|||||||||
Capital expenditures
|
(0.3
|
)
|
|
(29.1
|
)
|
|
(59.7
|
)
|
|
—
|
|
|
(89.1
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(2.3
|
)
|
|
(4.6
|
)
|
|
—
|
|
|
(6.9
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
0.4
|
|
|||||
Other
|
—
|
|
|
(43.7
|
)
|
|
44.7
|
|
|
—
|
|
|
1.0
|
|
|||||
Net cash flows of investing activities
|
(0.3
|
)
|
|
(74.8
|
)
|
|
(19.5
|
)
|
|
—
|
|
|
(94.6
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock dividend paid
|
(27.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.0
|
)
|
|||||
Intercompany accounts
|
280.0
|
|
|
(308.3
|
)
|
|
28.3
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from other debt
|
—
|
|
|
420.0
|
|
|
1,225.3
|
|
|
—
|
|
|
1,645.3
|
|
|||||
Repayments of other debt
|
—
|
|
|
(194.9
|
)
|
|
(1,162.7
|
)
|
|
—
|
|
|
(1,357.6
|
)
|
|||||
Settlement of long term debt including fees and expenses
|
(355.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(355.0
|
)
|
|||||
Purchase of non-controlling interest
|
—
|
|
|
8.2
|
|
|
(12.2
|
)
|
|
—
|
|
|
(4.0
|
)
|
|||||
Dividends paid to non-controlling interest
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
—
|
|
|
(5.3
|
)
|
|||||
Repurchase of common shares
|
(19.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.5
|
)
|
|||||
Proceeds from exercise of stock options
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Net cash flows of financing activities
|
(120.8
|
)
|
|
(75.0
|
)
|
|
73.4
|
|
|
—
|
|
|
(122.4
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
5.4
|
|
|
(30.1
|
)
|
|
—
|
|
|
(24.7
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(65.1
|
)
|
|
(42.0
|
)
|
|
(96.4
|
)
|
|
—
|
|
|
(203.5
|
)
|
|||||
Cash and cash equivalents — beginning of period
|
65.3
|
|
|
44.2
|
|
|
512.8
|
|
|
—
|
|
|
622.3
|
|
|||||
Cash and cash equivalents — end of period
|
$
|
0.2
|
|
|
$
|
2.2
|
|
|
$
|
416.4
|
|
|
$
|
—
|
|
|
$
|
418.8
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities
|
$
|
55.6
|
|
|
$
|
60.6
|
|
|
$
|
156.4
|
|
|
$
|
—
|
|
|
$
|
272.6
|
|
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(0.2
|
)
|
|
(25.1
|
)
|
|
(83.3
|
)
|
|
—
|
|
|
(108.6
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(175.3
|
)
|
|
(111.2
|
)
|
|
—
|
|
|
(286.5
|
)
|
|||||
Return of investment intercompany dividends
|
—
|
|
|
90.8
|
|
|
(90.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds from properties sold
|
—
|
|
|
0.1
|
|
|
4.4
|
|
|
—
|
|
|
4.5
|
|
|||||
Other
|
(29.2
|
)
|
|
(129.0
|
)
|
|
158.5
|
|
|
—
|
|
|
0.3
|
|
|||||
Net cash flows of investing activities
|
(29.4
|
)
|
|
(238.5
|
)
|
|
(122.4
|
)
|
|
—
|
|
|
(390.3
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock dividend paid
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Excess tax benefits from stock-based compensation
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
Intercompany accounts
|
(342.1
|
)
|
|
241.5
|
|
|
100.6
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from other debt
|
—
|
|
|
692.5
|
|
|
781.1
|
|
|
—
|
|
|
1,473.6
|
|
|||||
Repayments of other debt
|
—
|
|
|
(727.3
|
)
|
|
(833.5
|
)
|
|
—
|
|
|
(1,560.8
|
)
|
|||||
Issuance of long term debt
|
600.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600.0
|
|
|||||
Settlement of long term debt including fees and expenses
|
(217.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(217.7
|
)
|
|||||
Dividends paid to non-controlling interest
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
(3.5
|
)
|
|||||
Repurchase of common shares
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||||
Proceeds from exercise of stock options
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Net cash flows of financing activities
|
38.2
|
|
|
206.7
|
|
|
44.7
|
|
|
—
|
|
|
289.6
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
0.8
|
|
|
6.9
|
|
|
8.6
|
|
|
—
|
|
|
16.3
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
65.2
|
|
|
35.7
|
|
|
87.3
|
|
|
—
|
|
|
188.2
|
|
|||||
Cash and cash equivalents — beginning of period
|
0.1
|
|
|
8.5
|
|
|
425.5
|
|
|
—
|
|
|
434.1
|
|
|||||
Cash and cash equivalents — end of period
|
$
|
65.3
|
|
|
$
|
44.2
|
|
|
$
|
512.8
|
|
|
$
|
—
|
|
|
$
|
622.3
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities
|
$
|
53.3
|
|
|
$
|
52.1
|
|
|
$
|
(7.6
|
)
|
|
$
|
—
|
|
|
$
|
97.8
|
|
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(0.2
|
)
|
|
(20.6
|
)
|
|
(100.7
|
)
|
|
—
|
|
|
(121.5
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from properties sold
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
6.5
|
|
|||||
Other
|
—
|
|
|
(58.1
|
)
|
|
58.4
|
|
|
—
|
|
|
0.3
|
|
|||||
Net cash flows of investing activities
|
(0.2
|
)
|
|
(78.7
|
)
|
|
(35.8
|
)
|
|
—
|
|
|
(114.7
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock dividend paid
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Excess tax benefits from stock-based compensation
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Intercompany accounts
|
(21.0
|
)
|
|
3.6
|
|
|
17.4
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from other debt
|
—
|
|
|
940.0
|
|
|
951.4
|
|
|
—
|
|
|
1,891.4
|
|
|||||
Repayments of other debt
|
—
|
|
|
(905.2
|
)
|
|
(930.6
|
)
|
|
—
|
|
|
(1,835.8
|
)
|
|||||
Dividends paid to non-controlling interest
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(3.8
|
)
|
|||||
Repurchase of common shares
|
(62.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62.5
|
)
|
|||||
Proceeds from exercise of stock options
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||
Net cash flows of financing activities
|
(81.3
|
)
|
|
38.4
|
|
|
34.4
|
|
|
—
|
|
|
(8.5
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(0.7
|
)
|
|
(6.2
|
)
|
|
7.7
|
|
|
—
|
|
|
0.8
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
(28.9
|
)
|
|
5.6
|
|
|
(1.3
|
)
|
|
—
|
|
|
(24.6
|
)
|
|||||
Cash and cash equivalents — beginning of period
|
29.0
|
|
|
2.9
|
|
|
426.8
|
|
|
—
|
|
|
458.7
|
|
|||||
Cash and cash equivalents — end of period
|
$
|
0.1
|
|
|
$
|
8.5
|
|
|
$
|
425.5
|
|
|
$
|
—
|
|
|
$
|
434.1
|
|
|
|
Year ended
|
||||||||||
(in millions)
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Beginning Balance
|
|
$
|
1,566.7
|
|
|
$
|
1,210.4
|
|
|
$
|
1,169.7
|
|
Non-cash transactions
|
|
|
|
|
|
|
||||||
Convertible notes and other debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Deferred tax
|
|
7.1
|
|
|
5.9
|
|
|
8.0
|
|
|||
Equity based awards
|
|
11.7
|
|
|
11.7
|
|
|
12.7
|
|
|||
Foreign currency and other
|
|
—
|
|
|
(3.4
|
)
|
|
(1.0
|
)
|
|||
Cash transactions
|
|
(280.0
|
)
|
|
342.1
|
|
|
21.0
|
|
|||
Ending Balance
|
|
$
|
1,305.5
|
|
|
$
|
1,566.7
|
|
|
$
|
1,210.4
|
|
(in millions)
|
|
Dec 31, 2013
|
|
Dec 31, 2012
|
||||
5.75% Senior Notes due 2022
|
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Subordinated Convertible Notes due 2029
|
|
429.5
|
|
|
429.5
|
|
||
Debt discount on Subordinated Convertible Notes due 2029
|
|
(261.5
|
)
|
|
(263.0
|
)
|
||
0.875% Convertible Notes due 2013
|
|
—
|
|
|
355.0
|
|
||
Debt discount on 0.875% Convertible Notes due 2013
|
|
—
|
|
|
(20.4
|
)
|
||
Senior Floating Rate Notes
|
|
125.0
|
|
|
125.0
|
|
||
Other
|
|
9.0
|
|
|
9.0
|
|
||
Total Parent Company debt
|
|
902.0
|
|
|
1,235.1
|
|
||
Less current maturities
|
|
—
|
|
|
334.6
|
|
||
Parent Company Long-term debt
|
|
$
|
902.0
|
|
|
$
|
900.5
|
|
(in millions)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Debt maturities
|
|
$
|
—
|
|
|
$
|
125.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the Year Ended
|
||||||||||
|
Dec 31, 2013
|
|
Dec 31, 2012
|
|
Dec 31, 2011
|
||||||
Accounts Receivable Allowances:
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
38.3
|
|
|
$
|
21.2
|
|
|
$
|
25.1
|
|
Impact of foreign currency exchange rate changes
|
(1.9
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
|||
Provision
|
9.4
|
|
|
21.9
|
|
|
4.4
|
|
|||
Write-offs
|
(6.6
|
)
|
|
(5.1
|
)
|
|
(8.1
|
)
|
|||
Ending balance
|
$
|
39.2
|
|
|
$
|
38.3
|
|
|
$
|
21.2
|
|
Deferred Tax Valuation Allowance:
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
77.8
|
|
|
$
|
40.0
|
|
|
$
|
38.9
|
|
Additions charged to tax expense
|
26.0
|
|
|
31.6
|
|
|
6.5
|
|
|||
Changes attributable to acquisitions and dispositions
|
—
|
|
|
0.4
|
|
|
—
|
|
|||
Changes impacting equity and other movements
|
(8.8
|
)
|
|
6.2
|
|
|
(4.1
|
)
|
|||
Reductions from utilization and reassessments
|
(1.2
|
)
|
|
(0.4
|
)
|
|
(1.3
|
)
|
|||
Ending balance
|
$
|
93.8
|
|
|
$
|
77.8
|
|
|
$
|
40.0
|
|
GENERAL CABLE INDUSTRIES, INC.,
|
||
as the U.S. Borrower
|
||
|
|
|
By
|
/s/ Robert J. Siverd
|
|
|
Name:
|
Robert J. Siverd
|
|
Title:
|
Executive Vice President
|
|
|
|
|
|
|
GENERAL CABLE COMPANY
|
||
LTD./COMPAGNIE GENERAL CABLE
|
||
LTEE,
|
||
as the Canadian Borrower
|
||
|
|
|
By
|
/s/ Robert J. Siverd
|
|
|
Name:
|
Robert J. Siverd
|
|
Title:
|
Executive Vice President
|
|
|
|
|
|
|
SILEC CABLE SAS,
|
||
as the French Borrower
|
||
|
|
|
By
|
/s/ Marie Therese Blanot
|
|
|
Name:
|
Marie Therese Blanot
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
NORDDEUTSCHE SEEKABELWERKE GMBH,
|
||
as the German Borrower
|
||
|
|
|
By
|
/s/ Robert J. Siverd
|
|
|
Name:
|
Robert J. Siverd
|
|
Title:
|
Pursuant to Power of Attorney
|
|
|
|
By
|
/s/ Brian J. Robinson
|
|
|
Name:
|
Brian J. Robinson
|
|
Title:
|
Pursuant to Power of Attorney
|
|
|
|
|
|
|
GRUPO GENERAL CABLE SISTEMAS, S.L.,
|
||
as the Spanish Borrower
|
||
|
|
|
By
|
/s/ Maria Teresa Cruz Ventura
|
|
|
Name:
|
Maria Teresa Cruz Ventura
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
ECN CABLE GROUP, S.L.,
|
||
as the Spanish Borrower
|
||
|
|
|
By
|
/s/ Maria Teresa Cruz Ventura
|
|
|
Name:
|
Maria Teresa Cruz Ventura
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
OTHER LOAN PARTIES:
|
||
|
|
|
GENERAL CABLE CORPORATION, as a
|
||
U.S. Guarantor
|
||
|
|
|
GK TECHNOLOGIES, INCORPORATED,
|
||
as a U.S. Guarantor
|
||
|
|
|
GENERAL CABLE INDUSTRIES LLC, as
|
||
a U.S. Guarantor
|
||
|
|
|
GENERAL CABLE TECHNOLOGIES
|
||
CORPORATION, as a U.S. Guarantor
|
||
|
|
|
DIVERSIFIED CONTRACTORS, INC.
|
||
as a U.S. Guarantor
|
||
|
|
|
GC GLOBAL HOLDINGS, INC.
|
||
as a U.S. Guarantor
|
||
|
|
|
GENERAL CABLE OVERSEAS
|
||
HOLDINGS, LLC, as a U.S. Guarantor
|
||
|
|
|
GENCA CORPORATION, as a U.S.
|
||
Guarantor
|
||
|
|
|
MLTC COMPANY, as a U.S. Guarantor
|
||
|
|
|
MARATHON STEEL COMPANY, as a
|
||
U.S. Guarantor
|
||
|
|
|
PRESTOLITE WIRE LLC, as a U.S.
|
||
Guarantor
|
||
|
|
|
GENERAL CABLE CANADA
|
||
HOLDINGS LLC, as a U.S. Guarantor
|
||
|
|
|
By
|
/s/ Robert J. Siverd
|
|
|
Name:
|
Robert J. Siverd
|
|
Title:
|
Executive Vice President
|
|
|
|
|
|
|
PHELPS DODGE INTERNATIONAL
|
||
CORPORATION, as a U.S. Guarantor
|
||
|
|
|
PHELPS DODGE ENFIELD
|
||
CORPORATION, as a U.S. Guarantor
|
||
|
|
|
PD WIRE & CABLE SALES
|
||
CORPORATION, as a U.S. Guarantor
|
||
|
|
|
PHELPS DODGE NATIONAL CABLES
|
||
CORPORATION, as a U.S. Guarantor
|
||
|
|
|
PHELPS DODGE AFRICA CABLE
|
||
CORPORATION, as a U.S. Guarantor
|
||
|
|
|
By
|
/s/ Robert J. Siverd
|
|
|
Name:
|
Robert J. Siverd
|
|
Title:
|
Executive Vice President
|
|
|
|
By
|
/s/ Brian J. Robinson
|
|
|
Name:
|
Brian J. Robinson
|
|
Title:
|
Executive Vice President
|
|
|
|
GENERAL CABLE AUTOMOTIVE
|
||
EUROPE SAS, as a French Guarantor
|
||
|
|
|
By
|
/s/ Stephen Chapman
|
|
|
Name:
|
Stephen Chapman
|
|
Title:
|
President
|
|
|
|
|
|
|
GC LATIN AMERICA HOLDINGS, S.L.,
|
||
as a Spanish Guarantor
|
||
|
|
|
By
|
/s/ Robert J. Siverd
|
|
|
Name:
|
Robert J. Siverd
|
|
Title:
|
Consejero Delegados
|
|
|
|
By
|
/s/ Brian J. Robinson
|
|
|
Name:
|
Brian J. Robinson
|
|
Title:
|
Consejero Delegados
|
|
|
|
|
|
|
GENERAL CABLE HOLDINGS SPAIN,
|
||
S.L., as a Spanish Guarantor
|
||
|
|
|
By
|
/s/ Robert J. Siverd
|
|
|
Name:
|
Robert J. Siverd
|
|
Title:
|
Consejero Delegados
|
|
|
|
By
|
/s/ Brian J. Robinson
|
|
|
Name:
|
Brian J. Robinson
|
|
Title:
|
Consejero Delegados
|
|
|
|
|
|
|
J.P. MORGAN CHASE BANK, N.A.,
|
||
TORONTO BRANCH, individually and as
|
||
Tranche C Swingline Lender
|
||
|
|
|
By
|
/s/ Auggie Marchetti
|
|
|
Name:
|
Auggie Marchetti
|
|
Title:
|
Authorized Officer
|
|
|
|
|
|
|
J.P. MORGAN SECURITIES PLC,
|
||
individually and as Tranche C Swingline
|
||
Lender
|
||
|
|
|
By
|
/s/ Tim Jacob
|
|
|
Name:
|
Tim Jacob
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
J.P. MORGAN EUROPE LIMITED, as
|
||
European Administrative Agent and
|
||
European Issuing Bank
|
||
|
|
|
By
|
/s/ Tim Jacob
|
|
|
Name:
|
Tim Jacob
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
Bank of America, N.A.
|
||
|
|
|
By
|
/s/ Brian Roman
|
|
|
Name:
|
Brian Roman
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
Bank of America, N.A. acting through its Canada
|
||
Branch
|
||
|
|
|
By
|
/s/ Medina Sales de Andrade
|
|
|
Name:
|
Medina Sales de Andrade
|
|
Title:
|
Vice President
|
|
|
|
Bank of America Securities Limited
|
||
|
|
|
By
|
/s/ Joanne Hilliard
|
|
|
Name:
|
Joanne Hilliard
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
CREDIT AGRICOLE CORPORATION
|
||
AND INVESTMENT BANK
|
||
|
|
|
By
|
/s/ Blake Wright
|
|
|
Name:
|
Blake Wright
|
|
Title:
|
Managing Director
|
|
|
|
By
|
/s/ James Austin
|
|
|
Name:
|
James Austin
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
WELLS FARGO BANK, NA
|
||
|
|
|
By
|
/s/ Kevin S. Fong
|
|
|
Name:
|
Kevin S. Fong
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
WELLS FARGO CAPITAL FINANCE
|
||
CORPORATION CANADA
|
||
|
|
|
By
|
/s/ Domenic Cosentino
|
|
|
Name:
|
Domenic Cosentino
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
KEYBANK NATIONAL ASSOCIATION
|
||
|
|
|
By
|
/s/ Rufus S. Dowe, III
|
|
|
Name:
|
Rufus S. Dowe, III
|
|
Title:
|
Vice President
|
|
|
|
DEUTSCHE BANK AG NEW YORK BRANCH
|
||
|
|
|
By
|
/s/ Peter Cucchiara
|
|
|
Name:
|
Peter Cucchiara
|
|
Title:
|
Vice President
|
|
|
|
By
|
/s/ Kirk L. Tashjian
|
|
|
Name:
|
Kirk L. Tashjian
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
DEUTSCHE BANK AG LONDON BRANCH
|
||
|
|
|
By
|
/s/ Mark Dixson
|
|
|
Name:
|
Mark Dixson
|
|
Title:
|
Managing Director
|
|
|
|
By
|
/s/ Ilias Katsoulis
|
|
|
Name:
|
Ilias Katsoulis
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
PNC Bank, National Association
|
||
|
|
|
By
|
/s/ C. Joseph Richardson
|
|
|
Name:
|
C. Joseph Richardson
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
PNC BANK CANADA BRANCH
|
||
|
|
|
By
|
/s/ Caroline Stade
|
|
|
Name:
|
Caroline Stade
|
|
Title:
|
Senior Vice President
|
|
|
|
|
|
|
RBS CITIZENS BUSINESS CAPITAL,
|
||
a division of RBS Citizens, N.A.
|
||
|
|
|
By
|
/s/ David Slattery
|
|
|
Name:
|
David Slattery
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
|
|
STANDARD CHARTERED BANK
, as a Lender
|
||
|
|
|
By
|
/s/ James P. Hughes
|
|
|
Name:
|
James P. Hughes
|
|
Title:
|
Director
|
|
|
|
By
|
/s/ Robert K. Reddington
|
|
|
Name:
|
Robert K. Reddington
|
|
Title:
|
Credit Documentation, Manager
|
|
|
Credit Documentation, Unit, WB
|
|
|
Legal-Americas
|
|
|
|
|
|
|
HSBC BANK USA, NA
|
||
|
|
|
By
|
/s/ Joseph D. Donovan
|
|
|
Name:
|
Joseph D. Donovan
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
Branch Banking and Trust Company
|
||
|
|
|
By
|
/s/ Ryan T. Hamilton
|
|
|
Name:
|
Ryan T. Hamilton
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
|
|
The Huntington National Bank
|
||
|
|
|
By
|
/s/ John D. Whetstone
|
|
|
Name:
|
John D. Whetstone
|
|
Title:
|
Vice President
|
|
|
|
FIFTH THIRD BANK
|
||
|
|
|
By
|
/s/ Megan S. Szewc
|
|
|
Name:
|
Megan S. Szewc
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
Fifth Third Bank, operating through its Canadian
|
||
Branch
|
||
|
|
|
By
|
/s/ Mauro Spagnolo
|
|
|
Name:
|
Mauro Spagnolo
|
|
Title:
|
Principal Officer
|
|
|
|
|
|
|
COMPASS BANK
|
||
|
|
|
By
|
/s/ Michael Sheff
|
|
|
Name:
|
Michael Sheff
|
|
Title:
|
Sr. Vice President
|
|
|
|
|
|
|
Bank of Montreal - Chicago Branch
|
||
|
|
|
By
|
/s/ Rebecca L. Bruch
|
|
|
Name:
|
Rebecca L. Bruch
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
Bank of Montreal
|
||
|
|
|
By
|
/s/ Sean P. Gallaway
|
|
|
Name:
|
Sean P. Gallaway
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
SUNTRUST BANK
|
||
|
|
|
By
|
/s/ Sandra M. Salazar
|
|
|
Name:
|
Sandra M. Salazar
|
|
Title:
|
Vice President / Portfolio Manager
|
|
|
|
RB International Finance (USA) LLC
|
||
|
|
|
By
|
/s/ Christoph Hoedl
|
|
|
Name:
|
Christoph Hoedl
|
|
Title:
|
First Vice President
|
|
|
|
By
|
/s/ Randall Abrams
|
|
|
Name:
|
Randall Abrams
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
U.S. Bank National Association
|
||
|
|
|
By
|
/s/ Matthew Kasper
|
|
|
Name:
|
Matthew Kasper
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
U.S. Bank National Association, Canada Branch
|
||
|
|
|
By
|
/s/ Joseph Rauhala
|
|
|
Name:
|
Joseph Rauhala
|
|
Title:
|
Principal Officer
|
|
|
|
|
|
|
Goldman Sachs Bank USA
|
||
|
|
|
By
|
/s/ Michelle Latzoni
|
|
|
Name:
|
Michelle Latzoni
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
Goldman Sachs International Bank
|
||
|
|
|
By
|
/s/ Konstantinos Varotsis
|
|
|
Name:
|
Konstantinos Varotsis
|
|
Title:
|
Authorised Signatory
|
|
|
|
|
|
|
BARCLAYS BANK PLC
|
||
|
|
|
By
|
/s/ Irina Dimova
|
|
|
Name:
|
Irina Dimova
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
Amalgamated Bank
|
||
|
|
|
By
|
/s/ Christine Herrick
|
|
|
Name:
|
Christine Herrick
|
|
Title:
|
Senior Credit Officer
|
|
|
|
|
|
|
Siemens Financial Services, Inc
|
||
|
|
|
By
|
/s/ Jeffrey B. Iervese
|
|
|
Name:
|
Jeffrey B. Iervese
|
|
Title:
|
Vice President
|
|
|
|
By
|
/s/ John Finore
|
|
|
Name:
|
John Finore
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
FirstMerit Bank N.A.
|
||
|
|
|
By
|
/s/ John Zimbo
|
|
|
Name:
|
John Zimbo
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
MORGAN STANLEY BANK, N.A.
|
||
|
|
|
By
|
/s/ Brian Janiak
|
|
|
Name:
|
Brian Janiak
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
EARNINGS AS DEFINED
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from operations before income taxes and before adjustments for net income attributable to noncontrolling interests and after eliminating undistributed earnings of equity method investees
|
$
|
27.0
|
|
|
$
|
86.9
|
|
|
$
|
91.4
|
|
|
$
|
108.1
|
|
|
$
|
79.9
|
|
Preferred stock dividend (pre-tax equivalent)
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||||
Fixed charges
|
137.0
|
|
|
114.6
|
|
|
104.7
|
|
|
82.1
|
|
|
92.7
|
|
|||||
TOTAL EARNINGS, AS DEFINED
|
$
|
163.7
|
|
|
$
|
201.2
|
|
|
$
|
195.8
|
|
|
$
|
189.9
|
|
|
$
|
172.3
|
|
FIXED CHARGES, AS DEFINED
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
121.0
|
|
|
$
|
103.5
|
|
|
$
|
94.8
|
|
|
$
|
73.7
|
|
|
$
|
82.1
|
|
Amortization of capitalized expenses related to debt
|
3.9
|
|
|
3.3
|
|
|
4.4
|
|
|
3.3
|
|
|
4.5
|
|
|||||
Preferred stock dividend (pre-tax equivalent)
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|||||
Interest component of rent expense
|
11.8
|
|
|
7.5
|
|
|
5.2
|
|
|
4.8
|
|
|
5.8
|
|
|||||
TOTAL FIXED CHARGES, AS DEFINED
|
$
|
137.0
|
|
|
$
|
114.6
|
|
|
$
|
104.7
|
|
|
$
|
82.1
|
|
|
$
|
92.7
|
|
RATIO OF EARNINGS TO FIXED CHARGES
|
1.2
|
|
|
1.8
|
|
|
1.9
|
|
|
2.3
|
|
|
1.9
|
|
General Cable Corporation and Subsidiaries
|
||
Company
|
|
Jurisdiction of Incorporation
|
ACM Distribucion, S.A. de C.V.
|
|
Mexico
|
Alambres y Cables de Panama, S.A.
|
|
Panama
|
Alcan (Tianjin) Alloy Products Company Limited
|
|
China
|
Alcap Comercial, S.A.
|
|
Panama
|
Alcave Trading
|
|
Venezuela
|
Alcave Venezuela C.C.A.
|
|
Venezuela
|
Alcave Venezuela, S.L.
|
|
Spain
|
Cables Electricos Ecuatorianos C.A.
|
|
Ecuador
|
Cahosa, S.A.
|
|
Panama
|
Cobre Cerrillos, S.A.
|
|
Chile
|
Cobre Colada Continua, C.A.
|
|
Venezuela
|
Cocesa Ingenieria y Construccion S.A.
|
|
Chile
|
Colada Continua Chilena S.A.
|
|
Chile
|
Conducen Phelps Dodge Central Americas - El Salvador, S.A. de C.V.
|
|
El Salvador
|
Conducen, SRL
|
|
Costa Rica
|
Delphia Produtos Eletricos Ltda.
|
|
Brazil
|
Diversified Contractors, Inc.
|
|
USA (Delaware)
|
Dominion Wire and Cables Ltd.
|
|
Fiji
|
Dongguan Keystone Electric Wire & Cable Co, Ltd.
|
|
China
|
E.C.N. Cable Group, S.L.
|
|
Spain
|
Electroconductores de Honduras, S.A. de C.V.
|
|
Honduras
|
Entreprise des Industries du Cable de Biskra SPA
|
|
Algeria
|
EPA Holdings Limited
|
|
Hong Kong
|
GC Global Holdings, Inc.
|
|
USA (Delaware)
|
GC Latin America Holdings, S.L.
|
|
Spain
|
GC Specialty & Automotive
|
|
Mauritius
|
GCNZ India Cable 1 Limited
|
|
New Zealand
|
GCNZ India Cable 2 Limited
|
|
New Zealand
|
Genca Corporation
|
|
USA (Delaware)
|
General Cable (Jiangyin) Co. Ltd.
|
|
China
|
General Cable Australia Pty. Ltd.
|
|
Australia
|
General Cable Automotive Europe, SAS
|
|
France
|
General Cable Automotriz, S.A. de C.V.
|
|
Mexico
|
General Cable Botswana (Pty) Ltd.
|
|
Botswana
|
General Cable Canada Holdings LLC
|
|
USA (Delaware)
|
General Cable Caribbean
|
|
Dominican Republic
|
General Cable Celcat, Energia e Telecomunicacoes SA
|
|
Portugal
|
General Cable Company Ltd.
|
|
Canada (Nova Scotia)
|
General Cable Condel, Cabos de Energia e Telecomunicacoes SA
|
|
Angola
|
General Cable Corporation
|
|
USA (Delaware)
|
General Cable de Mexico del Norte, S.A. de C.V.
|
|
Mexico
|
General Cable de Mexico, S.A de C.V.
|
|
Mexico
|
General Cable do Brasil Ltda.
|
|
Brazil
|
General Cable Egypt S.A.E.
|
|
Egypt
|
General Cable Energy India Private Ltd
|
|
India
|
General Cable Finance Co. Limited
|
|
England
|
General Cable Holdings (Spain) S.L.
|
|
Spain
|
/s/ SALLIE B. BAILEY
|
|
Sallie B. Bailey
|
|
|
|
/s/ GREGORY E. LAWTON
|
|
Gregory E. Lawton
|
|
|
|
/s/ CRAIG P. OMTVEDT
|
|
Craig P. Omtvedt
|
|
|
|
/s/ PATRICK M. PREVOST
|
|
Patrick M. Prevost
|
|
|
|
/s/ ROBERT L. SMIALEK
|
|
Robert L. Smialek
|
|
|
|
/s/ JOHN E. WELSH, III
|
|
John E. Welsh, III
|
|
1)
|
I have reviewed this Form 10-K of General Cable Corporation;
|
2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4)
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5)
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ GREGORY B. KENNY
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Gregory B. Kenny
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President and Chief Executive Officer
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1)
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I have reviewed this Form 10-K of General Cable Corporation;
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2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4)
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5)
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ BRIAN J. ROBINSON
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Brian J. Robinson
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Executive Vice President and Chief Financial Officer
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1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 3, 2014
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/s/ GREGORY B. KENNY
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Gregory B. Kenny
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President and Chief Executive Officer
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Date:
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March 3, 2014
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/s/ BRIAN J. ROBINSON
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Brian J. Robinson
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Executive Vice President and Chief Financial Officer
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