x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
06-1398235
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
4 Tesseneer Drive
Highland Heights, KY
|
41076-9753
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
¨
|
Class
|
Outstanding at October 27, 2014
|
Common Stock, $0.01 par value
|
48,670,829
|
|
|
PAGE
|
PART I
|
Financial Statements
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
PART II
|
Other Information
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
Three Fiscal Months Ended
|
|
Nine Fiscal Months Ended
|
||||||||||||
|
September 26,
2014 |
|
September 27,
2013 |
|
September 26,
2014 |
|
September 27,
2013 |
||||||||
Net sales
|
$
|
1,471.7
|
|
|
$
|
1,557.1
|
|
|
$
|
4,433.1
|
|
|
$
|
4,759.9
|
|
Cost of sales
|
1,445.1
|
|
|
1,396.9
|
|
|
4,142.6
|
|
|
4,250.0
|
|
||||
Gross profit
|
26.6
|
|
|
160.2
|
|
|
290.5
|
|
|
509.9
|
|
||||
Selling, general and administrative expenses
|
101.9
|
|
|
117.3
|
|
|
338.2
|
|
|
363.4
|
|
||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
155.1
|
|
|
—
|
|
||||
Intangible asset impairment charges
|
3.3
|
|
|
—
|
|
|
98.8
|
|
|
—
|
|
||||
Operating income (loss)
|
(78.6
|
)
|
|
42.9
|
|
|
(301.6
|
)
|
|
146.5
|
|
||||
Other income (expense)
|
(17.3
|
)
|
|
9.5
|
|
|
(111.4
|
)
|
|
(58.8
|
)
|
||||
Interest income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(28.5
|
)
|
|
(30.6
|
)
|
|
(85.6
|
)
|
|
(90.7
|
)
|
||||
Interest income
|
0.8
|
|
|
1.7
|
|
|
3.0
|
|
|
4.7
|
|
||||
|
(27.7
|
)
|
|
(28.9
|
)
|
|
(82.6
|
)
|
|
(86.0
|
)
|
||||
Income (loss) before income taxes
|
(123.6
|
)
|
|
23.5
|
|
|
(495.6
|
)
|
|
1.7
|
|
||||
Income tax (provision) benefit
|
4.5
|
|
|
(16.2
|
)
|
|
13.8
|
|
|
(29.9
|
)
|
||||
Equity in net earnings of unconsolidated affiliated companies
|
0.3
|
|
|
0.9
|
|
|
0.9
|
|
|
1.5
|
|
||||
Net income (loss) including non-controlling interest
|
(118.8
|
)
|
|
8.2
|
|
|
(480.9
|
)
|
|
(26.7
|
)
|
||||
Less: preferred stock dividends
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.3
|
|
||||
Less: net income (loss) attributable to non-controlling interest
|
5.4
|
|
|
2.4
|
|
|
(16.5
|
)
|
|
4.9
|
|
||||
Net income (loss) attributable to Company common shareholders
|
$
|
(124.2
|
)
|
|
$
|
5.7
|
|
|
$
|
(464.4
|
)
|
|
$
|
(31.9
|
)
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share-basic
|
$
|
(2.55
|
)
|
|
$
|
0.11
|
|
|
$
|
(9.52
|
)
|
|
$
|
(0.64
|
)
|
Weighted average common shares-basic
|
48.7
|
|
|
49.2
|
|
|
48.8
|
|
|
49.5
|
|
||||
Earnings (loss) per common share-assuming dilution
|
$
|
(2.55
|
)
|
|
$
|
0.11
|
|
|
$
|
(9.52
|
)
|
|
$
|
(0.64
|
)
|
Weighted average common shares-assuming dilution
|
48.7
|
|
|
50.7
|
|
|
48.8
|
|
|
49.5
|
|
||||
Dividends per common share
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.54
|
|
|
$
|
0.36
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(118.8
|
)
|
|
$
|
8.2
|
|
|
$
|
(480.9
|
)
|
|
$
|
(26.7
|
)
|
Currency translation gain (loss)
|
(56.1
|
)
|
|
14.5
|
|
|
(57.9
|
)
|
|
(28.8
|
)
|
||||
Defined benefit plan adjustments, net of tax of $0.7 million and $3.3 million in the three and nine months ended September 26, 2014 and $0.8 million and $2.8 million in the three and nine months ended September 27, 2013
|
1.0
|
|
|
1.8
|
|
|
6.1
|
|
|
5.2
|
|
||||
Change in fair value of derivatives, net of tax of $0.2 million and $0.6 million in the three and nine months ended September 27, 2013
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||
Comprehensive income (loss), net of tax
|
(173.9
|
)
|
|
24.3
|
|
|
(532.7
|
)
|
|
(50.3
|
)
|
||||
Comprehensive income (loss) attributable to non-controlling interest, net of tax
|
3.9
|
|
|
5.5
|
|
|
(20.3
|
)
|
|
1.0
|
|
||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(177.8
|
)
|
|
$
|
18.8
|
|
|
$
|
(512.4
|
)
|
|
$
|
(51.3
|
)
|
|
September 26,
2014 |
|
December 31,
2013 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
272.4
|
|
|
$
|
418.8
|
|
Receivables, net of allowances of $36.5 million at September 26, 2014 and $39.2 million at December 31, 2013
|
1,187.5
|
|
|
1,171.7
|
|
||
Inventories
|
1,278.2
|
|
|
1,239.6
|
|
||
Deferred income taxes
|
44.8
|
|
|
50.2
|
|
||
Prepaid expenses and other
|
129.0
|
|
|
126.2
|
|
||
Total current assets
|
2,911.9
|
|
|
3,006.5
|
|
||
Property, plant and equipment, net
|
887.9
|
|
|
1,092.0
|
|
||
Deferred income taxes
|
17.8
|
|
|
15.8
|
|
||
Goodwill
|
27.0
|
|
|
184.6
|
|
||
Intangible assets, net
|
70.4
|
|
|
182.9
|
|
||
Unconsolidated affiliated companies
|
19.3
|
|
|
19.0
|
|
||
Other non-current assets
|
88.0
|
|
|
78.1
|
|
||
Total assets
|
$
|
4,022.3
|
|
|
$
|
4,578.9
|
|
Liabilities and Total Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
855.6
|
|
|
$
|
870.6
|
|
Accrued liabilities
|
403.2
|
|
|
434.9
|
|
||
Current portion of long-term debt
|
407.4
|
|
|
250.3
|
|
||
Total current liabilities
|
1,666.2
|
|
|
1,555.8
|
|
||
Long-term debt
|
1,116.4
|
|
|
1,136.6
|
|
||
Deferred income taxes
|
215.5
|
|
|
233.8
|
|
||
Other liabilities
|
213.6
|
|
|
255.9
|
|
||
Total liabilities
|
3,211.7
|
|
|
3,182.1
|
|
||
Commitments and contingencies
|
|
|
|
||||
Redeemable non-controlling interest
|
16.3
|
|
|
17.0
|
|
||
Total equity:
|
|
|
|
||||
Common stock, $0.01 par value, issued and outstanding shares:
|
|
|
|
||||
September 26, 2014 – 48,670,009 (net of 10,139,959 treasury shares)
|
|
|
|
||||
December 31, 2013 – 49,598,653 (net of 9,211,857 treasury shares)
|
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
707.5
|
|
|
699.6
|
|
||
Treasury stock
|
(185.4
|
)
|
|
(155.3
|
)
|
||
Retained earnings
|
356.4
|
|
|
847.4
|
|
||
Accumulated other comprehensive income (loss)
|
(160.1
|
)
|
|
(112.1
|
)
|
||
Total Company shareholders’ equity
|
719.0
|
|
|
1,280.2
|
|
||
Non-controlling interest
|
75.3
|
|
|
99.6
|
|
||
Total equity
|
794.3
|
|
|
1,379.8
|
|
||
Total liabilities, redeemable non-controlling interest and equity
|
$
|
4,022.3
|
|
|
$
|
4,578.9
|
|
|
Nine Fiscal Months Ended
|
||||||
|
September 26,
2014 |
|
September 27,
2013 |
||||
Cash flows of operating activities:
|
|
|
|
||||
Net income (loss) including non-controlling interest
|
$
|
(480.9
|
)
|
|
$
|
(26.7
|
)
|
Adjustments to reconcile net income (loss) to net cash flows of operating activities:
|
|
|
|
||||
Depreciation and amortization
|
96.7
|
|
|
100.0
|
|
||
Amortization of restricted stock awards
|
0.9
|
|
|
0.6
|
|
||
Foreign currency exchange (gain) loss
|
106.1
|
|
|
55.2
|
|
||
Deferred income taxes
|
(13.2
|
)
|
|
4.0
|
|
||
Excess tax (benefits) deficiencies from stock-based compensation
|
0.6
|
|
|
(0.1
|
)
|
||
Goodwill impairment charge
|
155.1
|
|
|
—
|
|
||
Intangible asset impairment charges
|
98.8
|
|
|
—
|
|
||
Non-cash asset-related charges
|
124.5
|
|
|
14.0
|
|
||
Convertible debt instruments non-cash interest charges
|
1.3
|
|
|
17.4
|
|
||
(Gain) loss on disposal of property
|
2.7
|
|
|
2.8
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase) decrease in receivables
|
(104.0
|
)
|
|
(91.0
|
)
|
||
(Increase) decrease in inventories
|
(81.7
|
)
|
|
(64.0
|
)
|
||
(Increase) decrease in other assets
|
3.5
|
|
|
(8.2
|
)
|
||
Increase (decrease) in accounts payable, accrued and other liabilities
|
11.5
|
|
|
(27.1
|
)
|
||
Net cash flows of operating activities
|
(78.1
|
)
|
|
(23.1
|
)
|
||
Cash flows of investing activities:
|
|
|
|
||||
Capital expenditures
|
(68.2
|
)
|
|
(65.4
|
)
|
||
Proceeds from properties sold
|
5.4
|
|
|
0.4
|
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(6.9
|
)
|
||
Other
|
—
|
|
|
0.2
|
|
||
Net cash flows of investing activities
|
(62.8
|
)
|
|
(71.7
|
)
|
||
Cash flows of financing activities:
|
|
|
|
||||
Dividends paid to shareholders
|
(26.6
|
)
|
|
(18.1
|
)
|
||
Excess tax benefits (deficiencies) from stock-based compensation
|
(0.6
|
)
|
|
0.1
|
|
||
Proceeds from debt
|
1,764.6
|
|
|
850.9
|
|
||
Repayments of debt
|
(1,598.2
|
)
|
|
(779.5
|
)
|
||
Purchase of non-controlling interest
|
(0.3
|
)
|
|
(4.0
|
)
|
||
Dividends paid to non-controlling interest
|
(5.2
|
)
|
|
(3.2
|
)
|
||
Repurchase of common shares
|
(30.7
|
)
|
|
(19.5
|
)
|
||
Proceeds from exercise of stock options
|
0.2
|
|
|
0.6
|
|
||
Net cash flows of financing activities
|
103.2
|
|
|
27.3
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(108.7
|
)
|
|
(21.7
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(146.4
|
)
|
|
(89.2
|
)
|
||
Cash and cash equivalents – beginning of period
|
418.8
|
|
|
622.3
|
|
||
Cash and cash equivalents – end of period
|
$
|
272.4
|
|
|
$
|
533.1
|
|
Supplemental Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income tax payments, net of refunds
|
$
|
17.6
|
|
|
$
|
34.4
|
|
Interest paid
|
$
|
67.6
|
|
|
$
|
62.0
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Capital expenditures included in accounts payable
|
$
|
17.0
|
|
|
$
|
13.9
|
|
1.
|
Basis of Presentation and Principles of Consolidation
|
2.
|
Accounting Standards
|
|
Employee Separation Costs
|
Asset-Related Costs
|
Other Costs
|
Total
|
||||||||
Total expected restructuring charges
|
$
|
40.0
|
|
$
|
130.0
|
|
$
|
30.0
|
|
$
|
200.0
|
|
Balance, December 31, 2013
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Net provisions
|
29.0
|
|
109.2
|
|
8.1
|
|
146.3
|
|
||||
Net benefits charged against the assets
|
—
|
|
(109.2
|
)
|
(7.7
|
)
|
(116.9
|
)
|
||||
Payments
|
(0.4
|
)
|
—
|
|
(0.1
|
)
|
(0.5
|
)
|
||||
Foreign currency translation
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Balance, September 26, 2014
|
$
|
28.6
|
|
$
|
—
|
|
$
|
0.3
|
|
$
|
28.9
|
|
Remaining expected restructuring charges
|
$
|
11.0
|
|
$
|
20.8
|
|
$
|
21.9
|
|
$
|
53.7
|
|
4.
|
Other Income (Expense)
|
(in millions)
|
September 26, 2014
|
|
December 31, 2013
|
||||
Raw materials
|
$
|
316.5
|
|
|
$
|
319.1
|
|
Work in process
|
202.1
|
|
|
190.1
|
|
||
Finished goods
|
759.6
|
|
|
730.4
|
|
||
Total
|
$
|
1,278.2
|
|
|
$
|
1,239.6
|
|
|
September 26, 2014
|
|
December 31, 2013
|
||||
Land
|
$
|
102.5
|
|
|
$
|
120.8
|
|
Buildings and leasehold improvements
|
316.2
|
|
|
372.6
|
|
||
Machinery, equipment and office furnishings
|
969.2
|
|
|
1,290.6
|
|
||
Construction in progress
|
60.2
|
|
|
46.3
|
|
||
Total gross book value
|
1,448.1
|
|
|
1,830.3
|
|
||
Less accumulated depreciation
|
(560.2
|
)
|
|
(738.3
|
)
|
||
Total net book value
|
$
|
887.9
|
|
|
$
|
1,092.0
|
|
|
Goodwill
|
|
Indefinite-Lived Assets – Trade Names
|
||||||||||||||||||||||||||||
|
North
America
|
|
Europe and
Mediterranean
|
|
ROW
|
|
Total
|
|
North
America
|
|
Europe and
Mediterranean
|
|
ROW
|
|
Total
|
||||||||||||||||
Balance, December 31, 2013
|
$
|
17.6
|
|
|
$
|
2.0
|
|
|
$
|
165.0
|
|
|
$
|
184.6
|
|
|
$
|
2.4
|
|
|
$
|
0.5
|
|
|
$
|
127.9
|
|
|
$
|
130.8
|
|
Currency translation and other adjustments
(1)
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(2.5
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(34.8
|
)
|
|
(34.9
|
)
|
||||||||
Goodwill and indefinite-lived asset impairment
(2)
|
—
|
|
|
—
|
|
|
(154.5
|
)
|
|
(154.5
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
(93.1
|
)
|
|
(95.2
|
)
|
||||||||
Balance, September 26, 2014
|
$
|
17.1
|
|
|
$
|
1.9
|
|
|
$
|
8.0
|
|
|
$
|
27.0
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
September 26, 2014
|
|
December 31, 2013
|
||||
Amortized intangible assets:
|
|
|
|
||||
Amortized intangible assets
|
$
|
168.4
|
|
|
$
|
139.5
|
|
Accumulated amortization
|
(96.3
|
)
|
|
(85.8
|
)
|
||
Foreign currency translation adjustment
|
(2.4
|
)
|
|
(1.6
|
)
|
||
Amortized intangible assets, net
|
$
|
69.7
|
|
|
$
|
52.1
|
|
•
|
Except certain cost of sales related to copper inventory, all of the BsF denominated revenues and expenses for future periods reflected remeasurement using the SICAD 1 rate versus the prior official rate of
6.30
BsF per U.S. dollar. Due to the changes in the currency exchange system and the rate used to remeasure the financial statements of the Venezuelan entity, the Company's estimated future operating results were determined to be lower than historical and previously projected future profit levels. Refer to Note 22 - Venezuelan Operations for additional information.
|
•
|
In the first quarter of 2014, the Venezuelan President used decree power to pass the Law of Costs, Earnings, and Fair Profits, which became effective in January 2014, authorizing, among other things, the Venezuelan government to set maximum pricing limits in the private sector. Therefore, the majority of the Company’s product portfolio in Venezuela is subject to price controls, which may restrict the Company’s ability to increase prices more than
30%
higher than product costs. Until this law is removed or revised to allow for a higher level of pricing, the Venezuelan operating profit margin is expected to be lower than historical and previously projected future profit levels. In addition, ongoing labor negotiations and expected continuing social unrest in Venezuela are expected to result in lower than historical and previously projected future profit levels. Refer to Note 22 - Venezuelan Operations for additional detail.
|
•
|
During the first quarter of 2014, the Company experienced a significant decline in its stock price, resulting in the Company’s market capitalization falling below its book value.
|
Balance, December 31, 2013
|
$
|
14.1
|
|
Net provisions for warranties issued
|
4.3
|
|
|
Payments and other related to the warranty accrual
|
(6.1
|
)
|
|
Foreign currency translation
|
(0.8
|
)
|
|
Balance, September 26, 2014
|
$
|
11.5
|
|
9.
|
Long-Term Debt
|
(in millions)
|
September 26, 2014
|
|
December 31, 2013
|
||||
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
|
(260.2
|
)
|
|
(261.5
|
)
|
||
Senior Floating Rate Notes due 2015
|
125.0
|
|
|
125.0
|
|
||
Revolving Credit Facility
|
245.1
|
|
|
225.0
|
|
||
Other
|
9.0
|
|
|
9.0
|
|
||
Europe and Mediterranean
|
|
|
|
||||
Revolving Credit Facility
|
74.8
|
|
|
—
|
|
||
Other Credit Facilities
|
6.1
|
|
|
17.0
|
|
||
Other
|
7.6
|
|
|
10.3
|
|
||
Rest of World (“ROW”)
|
|
|
|
||||
Credit facilities
|
286.9
|
|
|
232.6
|
|
||
Total debt
|
1,523.8
|
|
|
1,386.9
|
|
||
Less current maturities
|
407.4
|
|
|
250.3
|
|
||
Long-term debt
|
$
|
1,116.4
|
|
|
$
|
1,136.6
|
|
|
5.75% Senior Notes
|
||||||
(in millions)
|
September 26, 2014
|
|
December 31, 2013
|
||||
Face Value
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Fair Value (Level 2)
|
570.0
|
|
|
588.0
|
|
||
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
|
|
Subordinated Convertible
Notes
|
||||||
(in millions)
|
September 26, 2014
|
|
December 31, 2013
|
||||
Face value
|
$
|
429.5
|
|
|
$
|
429.5
|
|
Debt discount
|
(260.2
|
)
|
|
(261.5
|
)
|
||
Book value
|
169.3
|
|
|
168.0
|
|
||
Fair value (Level 1)
|
313.1
|
|
|
462.8
|
|
||
Maturity date
|
Nov 2029
|
||||||
Stated annual interest rate
|
4.50% until Nov 2019
2.25% until Nov 2029
|
||||||
Interest payments
|
Semi-annually:
May 15 & Nov 15
|
|
Senior Floating Rate Notes
|
||||||||
(in millions)
|
September 26, 2014
|
|
|
|
December 31, 2013
|
||||
Face value
|
$
|
125.0
|
|
|
|
|
$
|
125.0
|
|
Fair value (Level 1)
|
125.0
|
|
|
|
|
124.1
|
|
||
Interest rate
|
2.6
|
%
|
|
|
|
2.6
|
%
|
||
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
|
|
ROW Credit Facilities
|
||||||
(in millions)
|
September 26, 2014
|
|
December 31, 2013
|
||||
Outstanding borrowings
|
$
|
286.9
|
|
|
$
|
232.6
|
|
Undrawn availability
|
238.1
|
|
|
302.2
|
|
||
Interest rate – weighted average
|
6.0
|
%
|
|
4.6
|
%
|
||
Maturity date
|
Various; $275.1 million due within 1 year
|
10.
|
Financial Instruments
|
|
September 26, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Notional
Amount
|
|
Fair Value
|
|
Notional
Amount
|
|
Fair Value
|
||||||||||||||||
|
Asset
(1)
|
|
Liability
(2)
|
|
Asset
(1)
|
|
Liability
(2)
|
||||||||||||||||
Derivatives not designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity futures
|
$
|
114.5
|
|
|
$
|
2.6
|
|
|
$
|
1.6
|
|
|
$
|
173.7
|
|
|
$
|
1.2
|
|
|
$
|
7.6
|
|
Foreign currency exchange
|
165.9
|
|
|
2.8
|
|
|
4.3
|
|
|
223.2
|
|
|
6.0
|
|
|
1.7
|
|
||||||
|
|
|
$
|
5.4
|
|
|
$
|
5.9
|
|
|
|
|
$
|
7.2
|
|
|
$
|
9.3
|
|
(1)
|
Balance recorded in “Prepaid expenses and other” and “Other non-current assets”
|
(2)
|
Balance recorded in “Accrued liabilities” and “Other liabilities”
|
|
Nine Fiscal Months Ended September 27, 2013
|
||||||||
(in millions)
|
Amount of Comprehensive Income (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)
|
|
Amount of Gain (Loss) Reclassified from
Accumulated OCI into Income
|
|
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
|
||
|
$
|
(1.2
|
)
|
|
$
|
(2.0
|
)
|
|
|
11.
|
Income Taxes
|
12.
|
Employee Benefit Plans
|
|
Three Fiscal Months Ended
|
||||||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||||||||||
|
U.S.
Plans |
|
Non-U.S.
Plans |
|
U.S.
Plans |
|
Non-U.S.
Plans |
||||||||
Service cost
|
$
|
0.5
|
|
|
$
|
1.4
|
|
|
$
|
0.5
|
|
|
$
|
1.6
|
|
Interest cost
|
2.0
|
|
|
1.5
|
|
|
1.8
|
|
|
1.4
|
|
||||
Expected return on plan assets
|
(2.6
|
)
|
|
(0.8
|
)
|
|
(2.3
|
)
|
|
(0.5
|
)
|
||||
Amortization of prior service cost
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.4
|
|
||||
Amortization of net loss
|
1.2
|
|
|
0.1
|
|
|
2.0
|
|
|
0.2
|
|
||||
Net pension expense
|
$
|
1.1
|
|
|
$
|
2.5
|
|
|
$
|
2.0
|
|
|
$
|
3.1
|
|
|
Nine Fiscal Months Ended
|
||||||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||||||||||
|
U.S.
Plans
|
|
Non-U.S.
Plans
|
|
U.S.
Plans
|
|
Non-U.S.
Plans
|
||||||||
Service cost
|
$
|
1.5
|
|
|
$
|
4.2
|
|
|
$
|
1.4
|
|
|
$
|
5.0
|
|
Interest cost
|
6.0
|
|
|
4.8
|
|
|
5.4
|
|
|
4.2
|
|
||||
Expected return on plan assets
|
(7.9
|
)
|
|
(2.4
|
)
|
|
(6.9
|
)
|
|
(1.5
|
)
|
||||
Amortization of prior service cost
|
0.1
|
|
|
0.9
|
|
|
—
|
|
|
1.2
|
|
||||
Amortization of net loss
|
3.6
|
|
|
0.3
|
|
|
6.2
|
|
|
0.6
|
|
||||
Settlement loss
|
—
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
||||
Net pension expense
|
$
|
3.3
|
|
|
$
|
12.3
|
|
|
$
|
6.1
|
|
|
$
|
9.5
|
|
13.
|
Total Equity
|
|
|
|
General Cable Total Equity
|
|
|
||||||||||||||||||||||
|
Total Equity
|
|
Common
Stock
Amount
|
|
Add’l
Paid in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Non-Controlling
Interest
|
||||||||||||||
Balance, December 31, 2013
|
$
|
1,379.8
|
|
|
$
|
0.6
|
|
|
$
|
699.6
|
|
|
$
|
(155.3
|
)
|
|
$
|
847.4
|
|
|
$
|
(112.1
|
)
|
|
$
|
99.6
|
|
Comprehensive income (loss)
|
(532.7
|
)
|
|
|
|
|
|
|
|
(464.4
|
)
|
|
(48.0
|
)
|
|
(20.3
|
)
|
||||||||||
Common stock dividend
|
(26.6
|
)
|
|
|
|
|
|
|
|
(26.6
|
)
|
|
|
|
|
||||||||||||
Excess tax benefit from stock compensation
|
(0.6
|
)
|
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase of non-controlling interest
|
(0.3
|
)
|
|
|
|
(1.5
|
)
|
|
|
|
|
|
|
|
1.2
|
|
|||||||||||
Dividends paid to non-controlling interest
|
(5.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(5.2
|
)
|
||||||||||||
Repurchase of common shares
|
(30.7
|
)
|
|
|
|
|
|
(30.7
|
)
|
|
|
|
|
|
|
||||||||||||
Other – issuance pursuant to restricted stock, stock options and other
|
10.6
|
|
|
|
|
10.0
|
|
|
0.6
|
|
|
|
|
|
|
|
|
||||||||||
Balance, September 26, 2014
|
$
|
794.3
|
|
|
$
|
0.6
|
|
|
$
|
707.5
|
|
|
$
|
(185.4
|
)
|
|
$
|
356.4
|
|
|
$
|
(160.1
|
)
|
|
$
|
75.3
|
|
|
|
|
General Cable Total Equity
|
|
|
||||||||||||||||||||||||||
|
Total Equity
|
|
Preferred
Stock
Amount
|
|
Common
Stock
Amount
|
|
Add’l
Paid in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Non-Controlling
Interest
|
||||||||||||||||
Balance, December 31, 2012
|
$
|
1,448.2
|
|
|
$
|
3.8
|
|
|
$
|
0.6
|
|
|
$
|
676.7
|
|
|
$
|
(137.0
|
)
|
|
$
|
892.2
|
|
|
$
|
(104.6
|
)
|
|
$
|
116.5
|
|
Comprehensive income (loss)
|
(50.3
|
)
|
|
|
|
|
|
|
|
|
|
(31.6
|
)
|
|
(19.7
|
)
|
|
1.0
|
|
||||||||||||
Common and preferred stock dividend
|
(18.1
|
)
|
|
|
|
|
|
|
|
|
|
(18.1
|
)
|
|
|
|
|
||||||||||||||
Excess tax benefit from stock based compensation
|
(1.0
|
)
|
|
|
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
||||||||||||||
Purchase of non-controlling interest
|
(4.0
|
)
|
|
|
|
|
|
8.1
|
|
|
|
|
|
|
|
|
(12.1
|
)
|
|||||||||||||
Dividends paid to non-controlling interest
|
(3.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.2
|
)
|
|||||||||||||
Repurchase of treasury shares
|
(19.5
|
)
|
|
|
|
|
|
|
|
(19.5
|
)
|
|
|
|
|
|
|
||||||||||||||
Other – issuance pursuant to restricted stock, stock options and other
|
9.7
|
|
|
|
|
|
|
8.9
|
|
|
0.8
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, September 27, 2013
|
$
|
1,361.8
|
|
|
$
|
3.8
|
|
|
$
|
0.6
|
|
|
$
|
692.7
|
|
|
$
|
(155.7
|
)
|
|
$
|
842.5
|
|
|
$
|
(124.3
|
)
|
|
$
|
102.2
|
|
|
September 26, 2014
|
|
December 31, 2013
|
||||||||||||
|
Company
Common
Shareholders
|
|
Non-Controlling
Interest
|
|
Company
Common
Shareholders
|
|
Non-Controlling
Interest
|
||||||||
Foreign currency translation adjustment
|
$
|
(121.1
|
)
|
|
$
|
(28.4
|
)
|
|
$
|
(67.1
|
)
|
|
$
|
(24.5
|
)
|
Change in fair value of pension benefit obligation, net of tax
|
(46.6
|
)
|
|
(2.8
|
)
|
|
(52.6
|
)
|
|
(2.9
|
)
|
||||
Company deferred stock held in rabbi trust, net of tax
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
||||
Other
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Accumulated other comprehensive income (loss)
|
$
|
(160.1
|
)
|
|
$
|
(31.2
|
)
|
|
$
|
(112.1
|
)
|
|
$
|
(27.4
|
)
|
|
Foreign currency translation
|
|
Change of fair value of pension benefit obligation
|
|
Deferred stock held in rabbi trust
|
|
Other
|
|
Total
|
||||||||||
Balance, December 31, 2013
|
$
|
(67.1
|
)
|
|
$
|
(52.6
|
)
|
|
$
|
7.3
|
|
|
$
|
0.3
|
|
|
$
|
(112.1
|
)
|
Other comprehensive income before reclassifications
|
(54.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54.0
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|||||
Net current - period other comprehensive income
|
(54.0
|
)
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
(48.0
|
)
|
|||||
Balance, September 26, 2014
|
$
|
(121.1
|
)
|
|
$
|
(46.6
|
)
|
|
$
|
7.3
|
|
|
$
|
0.3
|
|
|
$
|
(160.1
|
)
|
|
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
|
(24.6
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(25.4
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
5.0
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
||||||
Net current - period other comprehensive income
|
(24.6
|
)
|
|
5.0
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(19.7
|
)
|
||||||
Balance, September 27, 2013
|
$
|
(52.5
|
)
|
|
$
|
(79.4
|
)
|
|
$
|
—
|
|
|
$
|
7.3
|
|
|
$
|
0.3
|
|
|
$
|
(124.3
|
)
|
|
Three Fiscal Months Ended
|
Nine Fiscal Months Ended
|
|
||||
|
September 26, 2014
|
September 26, 2014
|
|
||||
|
Amount reclassified from accumulated other comprehensive income (loss)
|
Amount reclassified from accumulated other comprehensive income (loss)
|
Affected line item in the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)
|
||||
Amortization of defined pension items, net of tax:
|
|
|
|
||||
Prior service cost
|
0.2
|
|
0.6
|
|
SG&A
|
||
Net loss
|
0.8
|
|
2.2
|
|
SG&A
|
||
Settlement Loss
|
—
|
|
3.2
|
|
SG&A
|
||
Total
|
$
|
1.0
|
|
$
|
6.0
|
|
|
|
Three Fiscal Months Ended
|
Nine Fiscal Months Ended
|
|
||||
|
September 27, 2013
|
September 27, 2013
|
|
||||
|
Amount reclassified from accumulated other comprehensive income (loss)
|
Amount reclassified from accumulated other comprehensive income (loss)
|
Affected line item in the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)
|
||||
Change in fair value of derivatives, net of tax:
|
|
|
|
||||
Commodity contracts
|
$
|
(0.3
|
)
|
$
|
0.7
|
|
Cost of Sales
|
Total - Change in fair value of derivatives
|
(0.3
|
)
|
0.7
|
|
|
||
Amortization of defined pension items, net of tax:
|
|
|
|
||||
Prior service cost
|
0.3
|
|
0.8
|
|
SG&A
|
||
Net loss
|
1.4
|
|
4.2
|
|
SG&A
|
||
Total - Amortization of defined benefit pension items
|
1.7
|
|
5.0
|
|
|
||
Total
|
$
|
1.4
|
|
$
|
5.7
|
|
|
|
Three Fiscal Months Ended
|
||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||
Non-qualified stock option expense
|
$
|
0.5
|
|
|
$
|
1.5
|
|
Non-vested stock awards expense
|
2.8
|
|
|
2.2
|
|
||
Immediately vested stock awards expense
|
0.1
|
|
|
—
|
|
||
Total pre-tax share-based compensation expense
|
$
|
3.4
|
|
|
$
|
3.7
|
|
Excess tax benefit (deficiency) on share-based compensation
(1)
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
Nine Fiscal Months Ended
|
||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||
Non-qualified stock option expense
|
$
|
2.3
|
|
|
$
|
4.2
|
|
Non-vested stock awards expense
|
9.5
|
|
|
6.0
|
|
||
Immediately vested stock awards expense
|
0.8
|
|
|
—
|
|
||
Total pre-tax share-based compensation expense
|
$
|
12.6
|
|
|
$
|
10.2
|
|
Excess tax benefit (deficiency) on share-based compensation
(1)
|
$
|
(0.6
|
)
|
|
$
|
0.1
|
|
(1)
|
Cash inflows (outflows) recognized as financing activities in the Condensed Consolidated Statements of Cash Flows.
|
Balance, December 31, 2013
|
$
|
17.0
|
|
Net income (loss)
|
—
|
|
|
Foreign currency translation
|
(0.7
|
)
|
|
Balance, September 26, 2014
|
$
|
16.3
|
|
17.
|
Earnings (Loss) Per Common Share
|
|
Three Fiscal Months Ended
|
|
Nine Fiscal Months Ended
|
||||||||||||
(in millions, except per share data)
|
September 26, 2014
|
|
September 27, 2013
|
|
September 26, 2014
|
|
September 27, 2013
|
||||||||
Earnings (loss) per common share – basic:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Company common shareholders
|
$
|
(124.2
|
)
|
|
$
|
5.7
|
|
|
$
|
(464.4
|
)
|
|
$
|
(31.9
|
)
|
Less: Net income allocated to participating securities
(4)
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Net income (loss) for basic EPS computations
(1)
|
(124.2
|
)
|
|
5.6
|
|
|
(464.4
|
)
|
|
(32.0
|
)
|
||||
Weighted average shares outstanding for basic EPS computation
(2)
|
48.7
|
|
|
49.2
|
|
|
48.8
|
|
|
49.5
|
|
||||
Earnings (loss) per common share – basic
(3)
|
$
|
(2.55
|
)
|
|
$
|
0.11
|
|
|
$
|
(9.52
|
)
|
|
$
|
(0.64
|
)
|
Earnings (loss) per common share – assuming dilution:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Company common shareholders
|
$
|
(124.2
|
)
|
|
$
|
5.7
|
|
|
$
|
(464.4
|
)
|
|
$
|
(31.9
|
)
|
Add: preferred stock dividends, if applicable
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) for diluted EPS computation
(1)
|
$
|
(124.2
|
)
|
|
$
|
5.8
|
|
|
$
|
(464.4
|
)
|
|
$
|
(31.9
|
)
|
Weighted average shares outstanding including nonvested shares
|
48.7
|
|
|
49.2
|
|
|
48.8
|
|
|
49.5
|
|
||||
Dilutive effect of convertible notes
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
||||
Dilutive effect of stock options and restricted stock units
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||
Weighted average shares outstanding for diluted EPS computation
(2)
|
48.7
|
|
|
50.7
|
|
|
48.8
|
|
|
49.5
|
|
||||
Earnings (loss) per common share – assuming dilution
|
$
|
(2.55
|
)
|
|
$
|
0.11
|
|
|
$
|
(9.52
|
)
|
|
$
|
(0.64
|
)
|
(1)
|
Numerator
|
(2)
|
Denominator
|
(3)
|
Under the two-class method, earnings (loss) 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.
|
Share Price
|
Shares Underlying Subordinated Convertible Notes
|
|
Total Treasury Method 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 GAAP.
|
18.
|
Segment Information
|
|
Three Fiscal Months Ended
|
|
Nine Fiscal Months Ended
|
||||||||||||
(in millions)
|
September 26, 2014
|
|
September 27, 2013
|
|
September 26, 2014
|
|
September 27, 2013
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
644.1
|
|
|
$
|
663.2
|
|
|
$
|
1,884.1
|
|
|
$
|
2,074.7
|
|
Europe and Mediterranean
|
351.9
|
|
|
383.4
|
|
|
1,114.5
|
|
|
1,180.4
|
|
||||
ROW
|
475.7
|
|
|
510.5
|
|
|
1,434.5
|
|
|
1,504.8
|
|
||||
Total
|
$
|
1,471.7
|
|
|
$
|
1,557.1
|
|
|
$
|
4,433.1
|
|
|
$
|
4,759.9
|
|
Segment Operating Income (Loss):
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
48.0
|
|
|
$
|
25.2
|
|
|
$
|
97.9
|
|
|
$
|
106.6
|
|
Europe and Mediterranean
|
(107.3
|
)
|
|
7.6
|
|
|
(97.1
|
)
|
|
(7.8
|
)
|
||||
ROW
|
(19.3
|
)
|
|
10.1
|
|
|
(302.4
|
)
|
|
47.7
|
|
||||
Total
|
$
|
(78.6
|
)
|
|
$
|
42.9
|
|
|
$
|
(301.6
|
)
|
|
$
|
146.5
|
|
(in millions)
|
September 26, 2014
|
|
December 31, 2013
|
||||
Total Assets:
|
|
|
|
||||
North America
|
$
|
1,373.1
|
|
|
$
|
1,342.0
|
|
Europe and Mediterranean
|
1,061.9
|
|
|
1,232.8
|
|
||
ROW
|
1,587.3
|
|
|
2,004.1
|
|
||
Total
|
$
|
4,022.3
|
|
|
$
|
4,578.9
|
|
19.
|
Commitments and Contingencies
|
20.
|
Unconsolidated Affiliated Companies
|
|
Fair Value Measurement
|
||||||||||||||||||||||||||||||
|
September 26, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative assets
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
7.2
|
|
Equity securities
|
21.7
|
|
|
—
|
|
|
—
|
|
|
21.7
|
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
22.2
|
|
||||||||
Total assets
|
$
|
21.7
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
27.1
|
|
|
$
|
22.2
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
29.4
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
23.
|
Supplemental Guarantor Condensed Financial Information
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
512.0
|
|
|
$
|
959.7
|
|
|
$
|
—
|
|
|
$
|
1,471.7
|
|
Intercompany
|
12.1
|
|
|
83.1
|
|
|
46.6
|
|
|
(141.8
|
)
|
|
—
|
|
|||||
|
12.1
|
|
|
595.1
|
|
|
1,006.3
|
|
|
(141.8
|
)
|
|
1,471.7
|
|
|||||
Cost of sales
|
—
|
|
|
517.6
|
|
|
1,057.2
|
|
|
(129.7
|
)
|
|
1,445.1
|
|
|||||
Gross profit
|
12.1
|
|
|
77.5
|
|
|
(50.9
|
)
|
|
(12.1
|
)
|
|
26.6
|
|
|||||
Selling, general and administrative expenses
|
9.9
|
|
|
33.0
|
|
|
71.1
|
|
|
(12.1
|
)
|
|
101.9
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Indefinite-lived intangible asset impairment charge
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
3.3
|
|
|||||
Operating income (loss)
|
2.2
|
|
|
44.5
|
|
|
(125.3
|
)
|
|
—
|
|
|
(78.6
|
)
|
|||||
Other income (expense)
|
(1.5
|
)
|
|
11.0
|
|
|
(26.8
|
)
|
|
—
|
|
|
(17.3
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(15.6
|
)
|
|
(16.9
|
)
|
|
(13.5
|
)
|
|
17.5
|
|
|
(28.5
|
)
|
|||||
Interest income
|
13.9
|
|
|
3.6
|
|
|
0.8
|
|
|
(17.5
|
)
|
|
0.8
|
|
|||||
|
(1.7
|
)
|
|
(13.3
|
)
|
|
(12.7
|
)
|
|
—
|
|
|
(27.7
|
)
|
|||||
Income (loss) before income taxes
|
(1.0
|
)
|
|
42.2
|
|
|
(164.8
|
)
|
|
—
|
|
|
(123.6
|
)
|
|||||
Income tax (provision) benefit
|
0.7
|
|
|
5.4
|
|
|
(1.6
|
)
|
|
—
|
|
|
4.5
|
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(123.9
|
)
|
|
(171.5
|
)
|
|
0.1
|
|
|
295.6
|
|
|
0.3
|
|
|||||
Net income (loss) including non-controlling interest
|
(124.2
|
)
|
|
(123.9
|
)
|
|
(166.3
|
)
|
|
295.6
|
|
|
(118.8
|
)
|
|||||
Less: net income (loss) attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(124.2
|
)
|
|
$
|
(123.9
|
)
|
|
$
|
(171.7
|
)
|
|
$
|
295.6
|
|
|
$
|
(124.2
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(124.2
|
)
|
|
$
|
(123.9
|
)
|
|
$
|
(166.3
|
)
|
|
$
|
295.6
|
|
|
$
|
(118.8
|
)
|
Currency translation gain (loss)
|
(54.6
|
)
|
|
(54.6
|
)
|
|
(30.5
|
)
|
|
83.6
|
|
|
(56.1
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
1.0
|
|
|
1.0
|
|
|
0.3
|
|
|
(1.3
|
)
|
|
1.0
|
|
|||||
Comprehensive income (loss), net of tax
|
(177.8
|
)
|
|
(177.5
|
)
|
|
(196.5
|
)
|
|
377.9
|
|
|
(173.9
|
)
|
|||||
Comprehensive income (loss) attributable to non-controlling interest, net of tax
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(177.8
|
)
|
|
$
|
(177.5
|
)
|
|
$
|
(200.4
|
)
|
|
$
|
377.9
|
|
|
$
|
(177.8
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
1,530.4
|
|
|
$
|
2,902.7
|
|
|
$
|
—
|
|
|
$
|
4,433.1
|
|
Intercompany
|
45.2
|
|
|
229.0
|
|
|
158.6
|
|
|
(432.8
|
)
|
|
—
|
|
|||||
|
45.2
|
|
|
1,759.4
|
|
|
3,061.3
|
|
|
(432.8
|
)
|
|
4,433.1
|
|
|||||
Cost of sales
|
—
|
|
|
1,548.2
|
|
|
2,982.0
|
|
|
(387.6
|
)
|
|
4,142.6
|
|
|||||
Gross profit
|
45.2
|
|
|
211.2
|
|
|
79.3
|
|
|
(45.2
|
)
|
|
290.5
|
|
|||||
Selling, general and administrative expenses
|
37.1
|
|
|
121.6
|
|
|
224.7
|
|
|
(45.2
|
)
|
|
338.2
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
155.1
|
|
|
—
|
|
|
155.1
|
|
|||||
Indefinite-lived intangible asset impairment charge
|
—
|
|
|
2.1
|
|
|
96.7
|
|
|
—
|
|
|
98.8
|
|
|||||
Operating income (loss)
|
8.1
|
|
|
87.5
|
|
|
(397.2
|
)
|
|
—
|
|
|
(301.6
|
)
|
|||||
Other income (expense)
|
(1.5
|
)
|
|
8.3
|
|
|
(118.2
|
)
|
|
—
|
|
|
(111.4
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(47.0
|
)
|
|
(49.3
|
)
|
|
(41.4
|
)
|
|
52.1
|
|
|
(85.6
|
)
|
|||||
Interest income
|
41.2
|
|
|
10.9
|
|
|
3.0
|
|
|
(52.1
|
)
|
|
3.0
|
|
|||||
|
(5.8
|
)
|
|
(38.4
|
)
|
|
(38.4
|
)
|
|
—
|
|
|
(82.6
|
)
|
|||||
Income (loss) before income taxes
|
0.8
|
|
|
57.4
|
|
|
(553.8
|
)
|
|
—
|
|
|
(495.6
|
)
|
|||||
Income tax (provision) benefit
|
(0.9
|
)
|
|
2.3
|
|
|
12.4
|
|
|
—
|
|
|
13.8
|
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(464.3
|
)
|
|
(524.0
|
)
|
|
0.5
|
|
|
988.7
|
|
|
0.9
|
|
|||||
Net income (loss) including non-controlling interest
|
(464.4
|
)
|
|
(464.3
|
)
|
|
(540.9
|
)
|
|
988.7
|
|
|
(480.9
|
)
|
|||||
Less: net income (loss) attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
(16.5
|
)
|
|
—
|
|
|
(16.5
|
)
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(464.4
|
)
|
|
$
|
(464.3
|
)
|
|
$
|
(524.4
|
)
|
|
$
|
988.7
|
|
|
$
|
(464.4
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(464.4
|
)
|
|
$
|
(464.3
|
)
|
|
$
|
(540.9
|
)
|
|
$
|
988.7
|
|
|
$
|
(480.9
|
)
|
Currency translation gain (loss)
|
(54.0
|
)
|
|
(54.0
|
)
|
|
(34.4
|
)
|
|
84.5
|
|
|
(57.9
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
6.0
|
|
|
6.0
|
|
|
3.9
|
|
|
(9.8
|
)
|
|
6.1
|
|
|||||
Comprehensive income (loss), net of tax
|
(512.4
|
)
|
|
(512.3
|
)
|
|
(571.4
|
)
|
|
1,063.4
|
|
|
(532.7
|
)
|
|||||
Comprehensive income (loss) attributable to non-controlling interest, net of tax
|
—
|
|
|
—
|
|
|
(20.3
|
)
|
|
—
|
|
|
(20.3
|
)
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(512.4
|
)
|
|
$
|
(512.3
|
)
|
|
$
|
(551.1
|
)
|
|
$
|
1,063.4
|
|
|
$
|
(512.4
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
507.1
|
|
|
$
|
1,050.0
|
|
|
$
|
—
|
|
|
$
|
1,557.1
|
|
Intercompany
|
12.2
|
|
|
92.5
|
|
|
46.9
|
|
|
(151.6
|
)
|
|
—
|
|
|||||
|
12.2
|
|
|
599.6
|
|
|
1,096.9
|
|
|
(151.6
|
)
|
|
1,557.1
|
|
|||||
Cost of sales
|
—
|
|
|
538.6
|
|
|
997.7
|
|
|
(139.4
|
)
|
|
1,396.9
|
|
|||||
Gross profit
|
12.2
|
|
|
61.0
|
|
|
99.2
|
|
|
(12.2
|
)
|
|
160.2
|
|
|||||
Selling, general and administrative expenses
|
10.1
|
|
|
41.0
|
|
|
78.4
|
|
|
(12.2
|
)
|
|
117.3
|
|
|||||
Operating income (loss)
|
2.1
|
|
|
20.0
|
|
|
20.8
|
|
|
—
|
|
|
42.9
|
|
|||||
Other income (expense)
|
—
|
|
|
0.3
|
|
|
9.2
|
|
|
—
|
|
|
9.5
|
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(21.4
|
)
|
|
(29.2
|
)
|
|
(11.6
|
)
|
|
31.6
|
|
|
(30.6
|
)
|
|||||
Interest income
|
27.6
|
|
|
3.9
|
|
|
1.8
|
|
|
(31.6
|
)
|
|
1.7
|
|
|||||
|
6.2
|
|
|
(25.3
|
)
|
|
(9.8
|
)
|
|
—
|
|
|
(28.9
|
)
|
|||||
Income (loss) before income taxes
|
8.3
|
|
|
(5.0
|
)
|
|
20.2
|
|
|
—
|
|
|
23.5
|
|
|||||
Income tax (provision) benefit
|
(3.2
|
)
|
|
1.0
|
|
|
(14.0
|
)
|
|
—
|
|
|
(16.2
|
)
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
0.7
|
|
|
4.7
|
|
|
0.4
|
|
|
(4.9
|
)
|
|
0.9
|
|
|||||
Net income (loss) including non-controlling interest
|
5.8
|
|
|
0.7
|
|
|
6.6
|
|
|
(4.9
|
)
|
|
8.2
|
|
|||||
Less: preferred stock dividends
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Less: net income (loss) attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
5.7
|
|
|
$
|
0.7
|
|
|
$
|
4.2
|
|
|
$
|
(4.9
|
)
|
|
$
|
5.7
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
5.8
|
|
|
$
|
0.7
|
|
|
$
|
6.6
|
|
|
$
|
(4.9
|
)
|
|
$
|
8.2
|
|
Currency translation gain (loss)
|
11.6
|
|
|
11.6
|
|
|
1.0
|
|
|
(9.7
|
)
|
|
14.5
|
|
|||||
Defined benefit plan adjustments, net of tax
|
1.7
|
|
|
1.7
|
|
|
0.5
|
|
|
(2.1
|
)
|
|
1.8
|
|
|||||
Change in fair value of derivatives, net of tax
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
0.6
|
|
|
(0.2
|
)
|
|||||
Comprehensive income (loss), net of tax
|
18.8
|
|
|
13.7
|
|
|
7.9
|
|
|
(16.1
|
)
|
|
24.3
|
|
|||||
Comprehensive income (loss) attributable to non-controlling interest, net of tax
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
18.8
|
|
|
$
|
13.7
|
|
|
$
|
2.4
|
|
|
$
|
(16.1
|
)
|
|
$
|
18.8
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
1,702.2
|
|
|
$
|
3,057.7
|
|
|
$
|
—
|
|
|
$
|
4,759.9
|
|
Intercompany
|
41.7
|
|
|
205.6
|
|
|
222.5
|
|
|
(469.8
|
)
|
|
—
|
|
|||||
|
41.7
|
|
|
1,907.8
|
|
|
3,280.2
|
|
|
(469.8
|
)
|
|
4,759.9
|
|
|||||
Cost of sales
|
—
|
|
|
1,685.9
|
|
|
2,992.2
|
|
|
(428.1
|
)
|
|
4,250.0
|
|
|||||
Gross profit
|
41.7
|
|
|
221.9
|
|
|
288.0
|
|
|
(41.7
|
)
|
|
509.9
|
|
|||||
Selling, general and administrative expenses
|
33.7
|
|
|
140.3
|
|
|
231.1
|
|
|
(41.7
|
)
|
|
363.4
|
|
|||||
Operating income (loss)
|
8.0
|
|
|
81.6
|
|
|
56.9
|
|
|
—
|
|
|
146.5
|
|
|||||
Other income (expense)
|
—
|
|
|
(6.7
|
)
|
|
(52.1
|
)
|
|
—
|
|
|
(58.8
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(63.7
|
)
|
|
(84.2
|
)
|
|
(34.6
|
)
|
|
91.8
|
|
|
(90.7
|
)
|
|||||
Interest income
|
80.2
|
|
|
11.3
|
|
|
5.0
|
|
|
(91.8
|
)
|
|
4.7
|
|
|||||
|
16.5
|
|
|
(72.9
|
)
|
|
(29.6
|
)
|
|
—
|
|
|
(86.0
|
)
|
|||||
Income (loss) before income taxes
|
24.5
|
|
|
2.0
|
|
|
(24.8
|
)
|
|
—
|
|
|
1.7
|
|
|||||
Income tax (provision) benefit
|
(9.3
|
)
|
|
(7.5
|
)
|
|
(13.1
|
)
|
|
—
|
|
|
(29.9
|
)
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(46.8
|
)
|
|
(41.3
|
)
|
|
0.7
|
|
|
88.9
|
|
|
1.5
|
|
|||||
Net income (loss) including non-controlling interest
|
(31.6
|
)
|
|
(46.8
|
)
|
|
(37.2
|
)
|
|
88.9
|
|
|
(26.7
|
)
|
|||||
Less: preferred stock dividends
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Less: net income (loss) attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(31.9
|
)
|
|
$
|
(46.8
|
)
|
|
$
|
(42.1
|
)
|
|
$
|
88.9
|
|
|
$
|
(31.9
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(31.6
|
)
|
|
$
|
(46.8
|
)
|
|
$
|
(37.2
|
)
|
|
$
|
88.9
|
|
|
$
|
(26.7
|
)
|
Currency translation gain (loss)
|
(24.6
|
)
|
|
(24.6
|
)
|
|
(39.3
|
)
|
|
59.7
|
|
|
(28.8
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
5.0
|
|
|
5.0
|
|
|
1.4
|
|
|
(6.2
|
)
|
|
5.2
|
|
|||||
Change in fair value of derivatives, net of tax
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.4
|
|
|
—
|
|
|||||
Comprehensive income (loss), net of tax
|
(51.3
|
)
|
|
(66.5
|
)
|
|
(75.3
|
)
|
|
142.8
|
|
|
(50.3
|
)
|
|||||
Comprehensive income (loss) attributable to non-controlling interest, net of tax
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(51.3
|
)
|
|
$
|
(66.5
|
)
|
|
$
|
(76.3
|
)
|
|
$
|
142.8
|
|
|
$
|
(51.3
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2.4
|
|
|
$
|
270.0
|
|
|
$
|
—
|
|
|
$
|
272.4
|
|
Receivables, net of allowances
|
—
|
|
|
302.8
|
|
|
884.7
|
|
|
—
|
|
|
1,187.5
|
|
|||||
Inventories
|
—
|
|
|
473.5
|
|
|
804.7
|
|
|
—
|
|
|
1,278.2
|
|
|||||
Deferred income taxes
|
—
|
|
|
23.1
|
|
|
21.7
|
|
|
—
|
|
|
44.8
|
|
|||||
Prepaid expenses and other
|
1.7
|
|
|
31.4
|
|
|
95.9
|
|
|
—
|
|
|
129.0
|
|
|||||
Total current assets
|
1.7
|
|
|
833.2
|
|
|
2,077.0
|
|
|
—
|
|
|
2,911.9
|
|
|||||
Property, plant and equipment, net
|
0.5
|
|
|
222.2
|
|
|
665.2
|
|
|
—
|
|
|
887.9
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
17.8
|
|
|
—
|
|
|
17.8
|
|
|||||
Intercompany accounts
|
1,274.9
|
|
|
434.0
|
|
|
20.9
|
|
|
(1,729.8
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
536.6
|
|
|
824.9
|
|
|
—
|
|
|
(1,361.5
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
13.7
|
|
|
13.3
|
|
|
—
|
|
|
27.0
|
|
|||||
Intangible assets, net
|
—
|
|
|
12.0
|
|
|
58.4
|
|
|
—
|
|
|
70.4
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
8.4
|
|
|
10.9
|
|
|
—
|
|
|
19.3
|
|
|||||
Other non-current assets
|
12.5
|
|
|
34.7
|
|
|
40.8
|
|
|
—
|
|
|
88.0
|
|
|||||
Total assets
|
$
|
1,826.2
|
|
|
$
|
2,383.1
|
|
|
$
|
2,904.3
|
|
|
$
|
(3,091.3
|
)
|
|
$
|
4,022.3
|
|
Liabilities and Total Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
169.4
|
|
|
$
|
686.2
|
|
|
$
|
—
|
|
|
$
|
855.6
|
|
Accrued liabilities
|
25.7
|
|
|
83.9
|
|
|
293.6
|
|
|
—
|
|
|
403.2
|
|
|||||
Current portion of long-term debt
|
125.0
|
|
|
—
|
|
|
282.4
|
|
|
—
|
|
|
407.4
|
|
|||||
Total current liabilities
|
150.7
|
|
|
253.3
|
|
|
1,262.2
|
|
|
—
|
|
|
1,666.2
|
|
|||||
Long-term debt
|
778.3
|
|
|
245.1
|
|
|
93.0
|
|
|
—
|
|
|
1,116.4
|
|
|||||
Deferred income taxes
|
175.8
|
|
|
(10.7
|
)
|
|
50.4
|
|
|
—
|
|
|
215.5
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,294.5
|
|
|
435.3
|
|
|
(1,729.8
|
)
|
|
—
|
|
|||||
Other liabilities
|
2.4
|
|
|
64.3
|
|
|
146.9
|
|
|
—
|
|
|
213.6
|
|
|||||
Total liabilities
|
1,107.2
|
|
|
1,846.5
|
|
|
1,987.8
|
|
|
(1,729.8
|
)
|
|
3,211.7
|
|
|||||
Redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
16.3
|
|
|
—
|
|
|
16.3
|
|
|||||
Total Company shareholders’ equity
|
719.0
|
|
|
536.6
|
|
|
824.9
|
|
|
(1,361.5
|
)
|
|
719.0
|
|
|||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
75.3
|
|
|
—
|
|
|
75.3
|
|
|||||
Total liabilities, redeemable non-controlling interest and equity
|
$
|
1,826.2
|
|
|
$
|
2,383.1
|
|
|
$
|
2,904.3
|
|
|
$
|
(3,091.3
|
)
|
|
$
|
4,022.3
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
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 non-controlling interest
|
—
|
|
|
—
|
|
|
17.0
|
|
|
—
|
|
|
17.0
|
|
|||||
Total Company shareholders’ equity
|
1,280.2
|
|
|
1,050.4
|
|
|
1,332.3
|
|
|
(2,382.7
|
)
|
|
1,280.2
|
|
|||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
99.6
|
|
|
—
|
|
|
99.6
|
|
|||||
Total liabilities, redeemable non-controlling interest 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
|
||||||||||
Net cash flows of operating activities
|
$
|
16.1
|
|
|
$
|
51.2
|
|
|
$
|
(145.4
|
)
|
|
$
|
—
|
|
|
$
|
(78.1
|
)
|
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(24.2
|
)
|
|
(44.0
|
)
|
|
—
|
|
|
(68.2
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
3.4
|
|
|
2.0
|
|
|
—
|
|
|
5.4
|
|
|||||
Other
|
—
|
|
|
(11.8
|
)
|
|
11.8
|
|
|
—
|
|
|
—
|
|
|||||
Net cash flows of investing activities
|
—
|
|
|
(32.6
|
)
|
|
(30.2
|
)
|
|
—
|
|
|
(62.8
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(26.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.6
|
)
|
|||||
Excess tax benefits (deficiencies) from stock-based compensation
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
Intercompany accounts
|
41.4
|
|
|
(13.8
|
)
|
|
(27.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds from debt
|
—
|
|
|
1,003.8
|
|
|
760.8
|
|
|
—
|
|
|
1,764.6
|
|
|||||
Repayments of debt
|
—
|
|
|
(983.7
|
)
|
|
(614.5
|
)
|
|
—
|
|
|
(1,598.2
|
)
|
|||||
Purchase of non-controlling interest
|
—
|
|
|
(1.5
|
)
|
|
1.2
|
|
|
|
|
(0.3
|
)
|
||||||
Dividends paid to non-controlling interest
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
|||||
Repurchase of common shares
|
(30.7
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
(30.7
|
)
|
|||||
Proceeds from exercise of stock options
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Net cash flows of financing activities
|
(16.3
|
)
|
|
4.8
|
|
|
114.7
|
|
|
—
|
|
|
103.2
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(23.2
|
)
|
|
(85.5
|
)
|
|
—
|
|
|
(108.7
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(0.2
|
)
|
|
0.2
|
|
|
(146.4
|
)
|
|
—
|
|
|
(146.4
|
)
|
|||||
Cash and cash equivalents – beginning of period
|
0.2
|
|
|
2.2
|
|
|
416.4
|
|
|
—
|
|
|
418.8
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
—
|
|
|
$
|
2.4
|
|
|
$
|
270.0
|
|
|
$
|
—
|
|
|
$
|
272.4
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities
|
$
|
61.3
|
|
|
$
|
99.5
|
|
|
$
|
(183.9
|
)
|
|
$
|
—
|
|
|
$
|
(23.1
|
)
|
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(21.5
|
)
|
|
(43.9
|
)
|
|
—
|
|
|
(65.4
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
0.4
|
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(2.3
|
)
|
|
(4.6
|
)
|
|
—
|
|
|
(6.9
|
)
|
|||||
Other
|
—
|
|
|
(39.2
|
)
|
|
39.4
|
|
|
—
|
|
|
0.2
|
|
|||||
Net cash flows of investing activities
|
—
|
|
|
(62.7
|
)
|
|
(9.0
|
)
|
|
—
|
|
|
(71.7
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(18.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.1
|
)
|
|||||
Excess tax benefits (deficiencies) from stock-based compensation
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Intercompany accounts
|
(86.6
|
)
|
|
14.1
|
|
|
72.5
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from debt
|
—
|
|
|
14.7
|
|
|
836.2
|
|
|
—
|
|
|
850.9
|
|
|||||
Repayments of debt
|
—
|
|
|
(14.7
|
)
|
|
(764.8
|
)
|
|
—
|
|
|
(779.5
|
)
|
|||||
Purchase of non-controlling interest
|
—
|
|
|
8.2
|
|
|
(12.2
|
)
|
|
—
|
|
|
(4.0
|
)
|
|||||
Dividends paid to non-controlling interest
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|||||
Repurchase of common shares
|
(19.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.5
|
)
|
|||||
Proceeds from exercise of stock options
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Net cash flows of financing activities
|
(123.5
|
)
|
|
22.3
|
|
|
128.5
|
|
|
—
|
|
|
27.3
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
4.8
|
|
|
(26.5
|
)
|
|
—
|
|
|
(21.7
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(62.2
|
)
|
|
63.9
|
|
|
(90.9
|
)
|
|
—
|
|
|
(89.2
|
)
|
|||||
Cash and cash equivalents - beginning of period
|
65.3
|
|
|
44.2
|
|
|
512.8
|
|
|
|
|
622.3
|
|
||||||
Cash and cash equivalents - end of period
|
$
|
3.1
|
|
|
$
|
108.1
|
|
|
$
|
421.9
|
|
|
$
|
—
|
|
|
$
|
533.1
|
|
(in millions)
|
September 26, 2014
|
|
December 31, 2013
|
||||
Beginning Balance
|
$
|
1,305.5
|
|
|
$
|
1,566.7
|
|
Non-cash transactions
|
|
|
|
||||
Deferred tax
|
—
|
|
|
7.1
|
|
||
Equity based awards
|
10.8
|
|
|
11.7
|
|
||
Foreign currency and other
|
—
|
|
|
—
|
|
||
Cash transactions
|
(41.4
|
)
|
|
(280.0
|
)
|
||
Ending Balance
|
$
|
1,274.9
|
|
|
$
|
1,305.5
|
|
(in millions)
|
September 26, 2014
|
|
December 31, 2013
|
||||
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
|
(260.2
|
)
|
|
(261.5
|
)
|
||
Senior Floating Rate Notes
|
125.0
|
|
|
125.0
|
|
||
Other
|
9.0
|
|
|
9.0
|
|
||
Total Parent Company debt
|
903.3
|
|
|
902.0
|
|
||
Less current maturities
|
125.0
|
|
|
—
|
|
||
Parent Company Long-term debt
|
$
|
778.3
|
|
|
$
|
902.0
|
|
(in millions)
|
Q3 2015
|
|
Q3 2016
|
|
Q3 2017
|
|
Q3 2018
|
|
Q3 2019
|
||||||||||
Debt maturities twelve month period ending
|
$
|
125.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
24.
|
Subsequent Events
|
•
|
Utilizing the Company's assets, financial strength and flexibility, distribution system, geographic 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;
|
•
|
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;
|
•
|
Focusing on continuous improvement and operating efficiency through the execution of Lean Six Sigma (“Lean”) strategies and the Company's technical expertise to maintain the Company's position as a low cost provider;
|
•
|
Implementing asset optimization and productivity plans focused on improving profitability and return on invested capital in all of our segments;
|
•
|
Expanding operations through organic growth and acquisitions;
|
•
|
Leveraging our diversity and intellectual property through the sharing of best practices across the global organization; and
|
•
|
Maintaining high operational standards through sustainability, safety, and innovation.
|
•
|
Except certain cost of sales related to copper inventory, all of the BsF denominated revenues and expenses for future periods reflected remeasurement using the SICAD 1 rate versus the prior official rate of
6.30
BsF per U.S. dollar. Due to the changes in the currency exchange system and the rate used to remeasure the financial statements of the Venezuelan entity, the Company's estimated future operating results were determined to be lower than historical and previously projected future profit levels. Refer to Note 22 - Venezuelan Operations for additional detail.
|
•
|
During the first quarter of 2014, the Venezuelan President used decree power to pass the Law of Costs, Earnings, and Fair Profits, which became effective in January 2014, authorizing, among other things, the Venezuelan government to set maximum pricing limits in the private sector. Therefore, the majority of the Company’s product portfolio in Venezuela is subject to price controls, which may restrict the Company’s ability to increase prices more than 30% higher than product costs. Until this law is removed or revised to allow for a higher level of pricing, the Venezuelan operating profit margin is expected to be lower than historical and previously projected future profit levels. In addition, ongoing labor negotiations and expected continuing social unrest in Venezuela are expected to result in lower than historical and previously projected future profit levels. Refer to Note 22 - Venezuelan Operations for additional detail.
|
•
|
During the first quarter of 2014, the Company experienced a significant decline in its stock price, resulting in the Company’s market capitalization falling below its book value.
|
•
|
Currency volatility and continued political uncertainty in certain markets, in particular Venezuela and Thailand;
|
•
|
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;
|
•
|
Certain markets in the U.S. and Canada have remained relatively stable compared to the uneven and challenging operating environments of the emerging economies but were negatively impacted in the first quarter of 2014 by extreme winter weather in North America;
|
•
|
Utility and construction spending in North America and Latin America remains uneven as the tepid pace of the economic recovery continues to hamper growth in key end markets.
|
|
Three Fiscal Months Ended
|
|
Nine Fiscal Months Ended
|
||||||||||||||||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
|
September 26, 2014
|
|
September 27, 2013
|
||||||||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||
Net sales
|
$
|
1,471.7
|
|
|
100.0
|
%
|
|
$
|
1,557.1
|
|
|
100.0
|
%
|
|
$
|
4,433.1
|
|
|
100.0
|
%
|
|
$
|
4,759.9
|
|
|
100.0
|
%
|
Cost of sales
|
1,445.1
|
|
|
98.2
|
%
|
|
1,396.9
|
|
|
89.7
|
%
|
|
4,142.6
|
|
|
93.4
|
%
|
|
4,250.0
|
|
|
89.3
|
%
|
||||
Gross profit
|
26.6
|
|
|
1.8
|
%
|
|
160.2
|
|
|
10.3
|
%
|
|
290.5
|
|
|
6.6
|
%
|
|
509.9
|
|
|
10.7
|
%
|
||||
Selling, general and administrative expenses
|
101.9
|
|
|
6.9
|
%
|
|
117.3
|
|
|
7.5
|
%
|
|
338.2
|
|
|
7.6
|
%
|
|
363.4
|
|
|
7.6
|
%
|
||||
Goodwill impairment charge
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
155.1
|
|
|
3.5
|
%
|
|
—
|
|
|
—
|
%
|
||||
Indefinite-lived intangible asset impairment charge
|
3.3
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
|
98.8
|
|
|
2.2
|
%
|
|
—
|
|
|
—
|
%
|
||||
Operating income (loss)
|
(78.6
|
)
|
|
(5.3
|
)%
|
|
42.9
|
|
|
2.8
|
%
|
|
(301.6
|
)
|
|
(6.8
|
)%
|
|
146.5
|
|
|
3.1
|
%
|
||||
Other income (expense)
|
(17.3
|
)
|
|
(1.2
|
)%
|
|
9.5
|
|
|
0.6
|
%
|
|
(111.4
|
)
|
|
(2.5
|
)%
|
|
(58.8
|
)
|
|
(1.2
|
)%
|
||||
Interest expense, net
|
(27.7
|
)
|
|
(1.9
|
)%
|
|
(28.9
|
)
|
|
(1.9
|
)%
|
|
(82.6
|
)
|
|
(1.9
|
)%
|
|
(86.0
|
)
|
|
(1.8
|
)%
|
||||
Income (loss) before income taxes
|
(123.6
|
)
|
|
(8.4
|
)%
|
|
23.5
|
|
|
1.5
|
%
|
|
(495.6
|
)
|
|
(11.2
|
)%
|
|
1.7
|
|
|
—
|
%
|
||||
Income tax (provision) benefit
|
4.5
|
|
|
0.3
|
%
|
|
(16.2
|
)
|
|
(1.0
|
)%
|
|
13.8
|
|
|
0.3
|
%
|
|
(29.9
|
)
|
|
(0.6
|
)%
|
||||
Equity in net earnings of unconsolidated affiliated companies
|
0.3
|
|
|
—
|
%
|
|
0.9
|
|
|
0.1
|
%
|
|
0.9
|
|
|
—
|
%
|
|
1.5
|
|
|
—
|
%
|
||||
Net income (loss) including non-controlling interest
|
(118.8
|
)
|
|
(8.1
|
)%
|
|
8.2
|
|
|
0.5
|
%
|
|
(480.9
|
)
|
|
(10.8
|
)%
|
|
(26.7
|
)
|
|
(0.6
|
)%
|
||||
Less: preferred stock dividends
|
—
|
|
|
—
|
%
|
|
0.1
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
0.3
|
|
|
—
|
%
|
||||
Less: net income (loss) attributable to non-controlling interest
|
5.4
|
|
|
0.4
|
%
|
|
2.4
|
|
|
0.2
|
%
|
|
(16.5
|
)
|
|
(0.4
|
)%
|
|
4.9
|
|
|
0.1
|
%
|
||||
Net income (loss) attributable to Company common shareholders
|
$
|
(124.2
|
)
|
|
(8.4
|
)%
|
|
$
|
5.7
|
|
|
0.4
|
%
|
|
$
|
(464.4
|
)
|
|
(10.5
|
)%
|
|
$
|
(31.9
|
)
|
|
(0.7
|
)%
|
|
Net Sales
Three Fiscal Months Ended
|
||||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
644.1
|
|
|
44
|
%
|
|
$
|
663.2
|
|
|
42
|
%
|
Europe and Mediterranean
|
351.9
|
|
|
24
|
%
|
|
383.4
|
|
|
25
|
%
|
||
ROW
|
475.7
|
|
|
32
|
%
|
|
510.5
|
|
|
33
|
%
|
||
Total net sales
|
$
|
1,471.7
|
|
|
100
|
%
|
|
$
|
1,557.1
|
|
|
100
|
%
|
|
Metal-Adjusted Net Sales
Three Fiscal Months Ended
|
||||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
644.1
|
|
|
44
|
%
|
|
$
|
675.6
|
|
|
43
|
%
|
Europe and Mediterranean
|
351.9
|
|
|
24
|
%
|
|
386.5
|
|
|
24
|
%
|
||
ROW
|
475.7
|
|
|
32
|
%
|
|
513.9
|
|
|
33
|
%
|
||
Total metal-adjusted net sales
|
$
|
1,471.7
|
|
|
100
|
%
|
|
$
|
1,576.0
|
|
|
100
|
%
|
Metal adjustment
|
—
|
|
|
|
|
(18.9
|
)
|
|
|
||||
Total net sales
|
$
|
1,471.7
|
|
|
|
|
$
|
1,557.1
|
|
|
|
|
Metal Pounds Sold
Three Fiscal Months Ended
|
||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||||||
|
Pounds
|
|
%
|
|
Pounds
|
|
%
|
||||
North America
|
135.6
|
|
|
45
|
%
|
|
141.7
|
|
|
44
|
%
|
Europe and Mediterranean
|
53.9
|
|
|
18
|
%
|
|
63.3
|
|
|
20
|
%
|
ROW
|
113.5
|
|
|
37
|
%
|
|
115.3
|
|
|
36
|
%
|
Total metal pounds sold
|
303.0
|
|
|
100
|
%
|
|
320.3
|
|
|
100
|
%
|
|
Operating Income (Loss)
|
||||||||||||
|
Three Fiscal Months Ended
|
||||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
48.0
|
|
|
(61
|
)%
|
|
$
|
25.2
|
|
|
59
|
%
|
Europe and Mediterranean
|
(107.3
|
)
|
|
136
|
%
|
|
7.6
|
|
|
18
|
%
|
||
ROW
|
(19.3
|
)
|
|
25
|
%
|
|
10.1
|
|
|
23
|
%
|
||
Total operating income (loss)
|
$
|
(78.6
|
)
|
|
100
|
%
|
|
$
|
42.9
|
|
|
100
|
%
|
|
Net Sales
Nine Fiscal Months Ended
|
||||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
1,884.1
|
|
|
43
|
%
|
|
$
|
2,074.7
|
|
|
44
|
%
|
Europe and Mediterranean
|
1,114.5
|
|
|
25
|
%
|
|
1,180.4
|
|
|
25
|
%
|
||
ROW
|
1,434.5
|
|
|
32
|
%
|
|
1,504.8
|
|
|
31
|
%
|
||
Total net sales
|
$
|
4,433.1
|
|
|
100
|
%
|
|
$
|
4,759.9
|
|
|
100
|
%
|
|
Metal-Adjusted Net Sales
Nine Fiscal Months Ended
|
||||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
1,884.1
|
|
|
43
|
%
|
|
$
|
2,057.5
|
|
|
44
|
%
|
Europe and Mediterranean
|
1,114.5
|
|
|
25
|
%
|
|
1,164.1
|
|
|
25
|
%
|
||
ROW
|
1,434.5
|
|
|
32
|
%
|
|
1,475.7
|
|
|
31
|
%
|
||
Total metal-adjusted net sales
|
$
|
4,433.1
|
|
|
100
|
%
|
|
$
|
4,697.3
|
|
|
100
|
%
|
Metal adjustment
|
—
|
|
|
|
|
62.6
|
|
|
|
||||
Total net sales
|
$
|
4,433.1
|
|
|
|
|
$
|
4,759.9
|
|
|
|
|
Metal Pounds Sold
Nine Fiscal Months Ended
|
||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||||||
|
Pounds
|
|
%
|
|
Pounds
|
|
%
|
||||
North America
|
404.6
|
|
|
43
|
%
|
|
437.8
|
|
|
45
|
%
|
Europe and Mediterranean
|
175.1
|
|
|
19
|
%
|
|
208.2
|
|
|
21
|
%
|
ROW
|
350.9
|
|
|
38
|
%
|
|
325.6
|
|
|
34
|
%
|
Total metal pounds sold
|
930.6
|
|
|
100
|
%
|
|
971.6
|
|
|
100
|
%
|
|
Operating Income (Loss)
|
||||||||||||
|
Nine Fiscal Months Ended
|
||||||||||||
|
September 26, 2014
|
|
September 27, 2013
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
97.9
|
|
|
(32
|
)%
|
|
$
|
106.6
|
|
|
73
|
%
|
Europe and Mediterranean
|
(97.1
|
)
|
|
32
|
%
|
|
(7.8
|
)
|
|
(5
|
)%
|
||
ROW
|
(302.4
|
)
|
|
100
|
%
|
|
47.7
|
|
|
32
|
%
|
||
Total operating income (loss)
|
$
|
(301.6
|
)
|
|
100
|
%
|
|
$
|
146.5
|
|
|
100
|
%
|
Period
|
Total number of shares purchased
(1), (2)
|
Average price paid per share
|
Total number of shares purchased as part of publicly announced plans
(2)
|
Approximate dollar value of shares that may yet be purchased under the plans
(2)
|
||||||
June 28, 2014 through July 25, 2014
|
3,572
|
|
$
|
25.70
|
|
—
|
|
$
|
74,750,614
|
|
July 26, 2014 through August 22, 2014
|
—
|
|
$
|
—
|
|
—
|
|
$
|
74,750,614
|
|
August 23, 2014 through September 26, 2014
|
533
|
|
$
|
21.47
|
|
—
|
|
$
|
74,750,614
|
|
Total
|
4,105
|
|
$
|
25.15
|
|
—
|
|
$
|
74,750,614
|
|
Exhibits
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of the Company, as amended (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)
|
*10.23.6
|
|
|
Amendment No. 3 to Amended and Restated Credit Agreement, dated September 23, 2014 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
|
*12.1
|
|
|
Computation of Ratio of Earnings to Fixed Charges
|
*31.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) or 15d – 14
|
*31.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) or 15d – 14
|
*32.1
|
|
|
Certification pursuant to 18 U.S.C. § 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002
|
*101.INS
|
|
|
XBRL Instance Document
|
*101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
*101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
*101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
*101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
General Cable Corporation
|
||
|
|
|
|
|
Signed:
|
November 3, 2014
|
By:
|
|
/s/ BRIAN J. ROBINSON
|
|
|
|
|
Brian J. Robinson
|
|
|
|
|
Executive Vice President and Chief
|
|
|
|
|
Financial Officer
|
Exhibits
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of the Company, as amended (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)
|
*10.23.6
|
|
|
Amendment No. 3 to Amended and Restated Credit Agreement, dated September 23, 2014 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
|
*12.1
|
|
|
Computation of Ratio of Earnings to Fixed Charges
|
*31.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) or 15d – 14
|
*31.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) or 15d – 14
|
*32.1
|
|
|
Certification pursuant to 18 U.S.C. § 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002
|
*101.INS
|
|
|
XBRL Instance Document
|
*101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
*101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
*101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
*101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
GENERAL CABLE INDUSTRIES, INC., as the U.S. Borrower
|
||
|
|
|
By
|
/s/ Brian J. Robinson
|
|
|
Name:
|
Brian J. Robinson
|
|
Title:
|
Executive Vice President
|
|
|
|
GENERAL CABLE COMPANY LTD., as the Canadian Borrower
|
||
|
|
|
By
|
/s/ Brian J. Robinson
|
|
|
Name:
|
Brian J. Robinson
|
|
Title:
|
Executive Vice President
|
SILEC CABLE SAS, as the French Borrower
|
||
|
|
|
By
|
/s/ Robert Kenny
|
|
|
Name:
|
Robert Kenny
|
|
Title:
|
President
|
|
|
|
NORDDEUTSCHE SEEKABELWERKE GMBH, as the German Borrower
|
||
|
|
|
By
|
/s/ Günther Schöffner
|
|
|
Name:
|
Günther Schöffner
|
|
Title:
|
CEO
|
|
|
|
GRUPO GENERAL CABLE SISTEMAS, S.L., as a Spanish Borrower
|
||
|
|
|
By
|
/s/ Bradley K. Fry
|
|
|
Name:
|
Bradley K. Fry
|
|
Title:
|
CFO
|
|
|
|
By
|
/s/ Robert Kenny
|
|
|
Name:
|
Robert Kenny
|
|
Title:
|
CEO
|
|
|
|
ECN CABLE GROUP, S.L., as a Spanish Borrower
|
||
|
|
|
By
|
/s/ Bradley K. Fry
|
|
|
Name:
|
Bradley K. Fry
|
|
Title:
|
CFO
|
|
|
|
By
|
/s/ Robert Kenny
|
|
|
Name:
|
Robert Kenny
|
|
Title:
|
CEO
|
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent
|
||
|
|
|
By
|
/s/ Mac A. Banas
|
|
|
Name:
|
Mac A. Banas
|
|
Title:
|
Authorized Officer
|
|
|
|
JPMORGAN 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, as Tranche B Swingline Lender
|
||
|
|
|
By
|
/s/ Tim Jacob
|
|
|
Name:
|
Tim Jacob
|
|
Title:
|
Senior Vice President
|
Bank of America, N.A.
|
||
|
|
|
By
|
/s/ Monirah J. Masud
|
|
|
Name:
|
Monirah J. Masud
|
|
Title:
|
Senior Vice President
|
|
|
|
Bank of America, N.A.,
acting through its Canada Branch |
||
|
|
|
By
|
/s/ Sylwia Durkiewicz
|
|
|
Name:
|
Sylwia Durkiewicz
|
|
Title:
|
Vice President
|
|
|
|
Banc of America Securities Limited
|
||
|
|
|
By
|
/s/ Paula Langridge
|
|
|
Name:
|
Paula Langridge
|
|
Title:
|
Senior Vice President
|
|
|
|
CREDIT AGRICOLE CORPORATE 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/ David G. Phillips
|
|
|
Name:
|
David G. Phillips
|
|
Title:
|
Senior Vice President
|
|
|
Credit Officer, Canada
|
|
|
Wells Fargo Capital Finance
|
|
|
Corporation Canada
|
|
|
|
WELLS FARGO BANK INTERNATIONAL
|
||
|
|
|
By
|
/s/ Nigel McDonagh
|
|
|
Name:
|
Nigel McDonagh
|
|
Title:
|
SVP
|
|
|
|
By
|
/s/ Ethan Masterson
|
|
|
Name:
|
Ethan Masterson
|
|
Title:
|
Chief Risk Officer
|
|
|
|
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/ Michael Shannon
|
|
|
Name:
|
Michael Shannon
|
|
Title:
|
Vice President
|
|
|
|
By
|
/s/ Peter Cucchiara
|
|
|
Name:
|
Peter Cucchiara
|
|
Title:
|
Vice President
|
DEUTSCHE BANK AG LONDON BRANCH
|
||
|
|
|
By
|
/s/ Marcus M. Tarkington
|
|
|
Name:
|
Marcus M. Tarkington
|
|
Title:
|
Director
|
|
|
|
By
|
/s/ Mary Kay Coyle
|
|
|
Name:
|
Mary Kay Coyle
|
|
Title:
|
Managing Director
|
|
|
|
PNC Bank, National Association
|
||
|
|
|
By
|
/s/ Jeffrey P. Fisher
|
|
|
Name:
|
Jeffrey P. Fisher
|
|
Title:
|
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:
|
Vice President
|
|
|
|
STANDARD CHARTERED BANK
|
||
|
|
|
By
|
/s/ Connie Au
|
|
|
Name:
|
Connie Au
|
|
Title:
|
Associate Director
|
|
|
|
By
|
/s/ Hsing H. Huang
|
|
|
Name:
|
Hsing H. Huang
|
|
Title:
|
Associate Director
|
|
|
Standard Chartered Bank NY
|
HSBC Bank USA, NA
|
||
|
|
|
By
|
/s/ Joseph D. Donovan
|
|
|
Name:
|
Joseph D. Donovan
|
|
Title:
|
Vice President
|
|
|
|
The Huntington National Bank
|
||
|
|
|
By
|
/s/ John D. Whetstone
|
|
|
Name:
|
John D. Whetstone
|
|
Title:
|
Vice President
|
|
|
|
Compass Bank
|
||
|
|
|
By
|
/s/ Michael Sheff
|
|
|
Name:
|
Michael Sheff
|
|
Title:
|
SVP
|
|
|
|
Bank of Montreal-Chicago Branch
|
||
|
|
|
By
|
/s/ Kara L. Goodwin
|
|
|
Name:
|
Kara L. Goodwin
|
|
Title:
|
Director
|
|
|
|
Bank of Montreal
|
||
|
|
|
By
|
/s/ Sean P. Gallaway
|
|
|
Name:
|
Sean P. Gallaway
|
|
Title:
|
Vice President
|
SunTrust Bank
|
||
|
|
|
By
|
/s/ Sandra Salazar
|
|
|
Name:
|
Sandra Salazar
|
|
Title:
|
Vice President
|
|
|
|
RB International Finance (USA) LLC
|
||
|
|
|
By
|
/s/ John A. Valiska
|
|
|
Name:
|
John A. Valiska
|
|
Title:
|
First Vice President
|
|
|
|
By
|
/s/ Peter Armieri
|
|
|
Name:
|
Peter Armieri
|
|
Title:
|
Vice President
|
|
|
|
RAIFFEISEN BANK INTERNATIONAL AG
|
||
|
|
|
By
|
/s/ Wolfgang Rachbauer
|
|
|
Name:
|
Wolfgang Rachbauer
|
|
Title:
|
|
|
|
|
By
|
/s/ A. Wallner
|
|
|
Name:
|
A. Wallner
|
|
Title:
|
|
|
|
|
U.S. Bank National Association
|
||
|
|
|
By
|
/s/ Matthew Kasper
|
|
|
Name:
|
Matthew Kasper
|
|
Title:
|
Vice President
|
|
|
|
U.S. Bank National Association, Canada Branch as Canadian Lender
|
||
|
|
|
By
|
/s/ Paul Rodgers
|
|
|
Name:
|
Paul Rodgers
|
|
Title:
|
Principal Officer
|
CAPITAL ONE BUSINESS CREDIT CORP.
|
||
|
|
|
By
|
/s/ Ron Walker
|
|
|
Name:
|
Ron Walker
|
|
Title:
|
Senior Vice President
|
|
|
|
BARCLAYS BANK PLC
|
||
|
|
|
By
|
/s/ Marguerite Sutton
|
|
|
Name:
|
Marguerite Sutton
|
|
Title:
|
Vice President
|
|
|
|
SIEMENS FINANCIAL SERVICES, INC.
|
||
|
|
|
By
|
/s/ John Finore
|
|
|
Name:
|
John Finore
|
|
Title:
|
Vice President
|
|
|
|
By
|
/s/ Uri Sky
|
|
|
Name:
|
Uri Sky
|
|
Title:
|
VP
|
|
|
|
FirstMerit Bank N.A.
|
||
|
|
|
By
|
/s/ John Zimbo
|
|
|
Name:
|
John Zimbo
|
|
Title:
|
Vice President
|
|
|
|
Morgan Stanley Bank, N.A.
|
||
|
|
|
By
|
/s/ Christopher Winthrop
|
|
|
Name:
|
Christopher Winthrop
|
|
Title:
|
Vice President
|
|
Nine months ended September 26,
|
|
Year ended December 31,
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
EARNINGS AS DEFINED
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) from operations before income taxes and before adjustments for minority interests in consolidated subsidiaries and after eliminating undistributed earnings of equity method investees
|
$
|
(495.6
|
)
|
|
$
|
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
|
94.3
|
|
|
137.0
|
|
|
114.6
|
|
|
104.7
|
|
|
82.1
|
|
|
92.7
|
|
||||||
TOTAL EARNINGS, AS DEFINED
|
$
|
(401.3
|
)
|
|
$
|
163.7
|
|
|
$
|
201.2
|
|
|
$
|
195.8
|
|
|
$
|
189.9
|
|
|
$
|
172.3
|
|
FIXED CHARGES, AS DEFINED
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
82.9
|
|
|
$
|
121.0
|
|
|
$
|
103.5
|
|
|
$
|
94.8
|
|
|
$
|
73.7
|
|
|
$
|
82.1
|
|
Amortization of capitalized expenses related to debt
|
2.7
|
|
|
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
|
8.7
|
|
|
11.8
|
|
|
7.5
|
|
|
5.2
|
|
|
4.8
|
|
|
5.8
|
|
||||||
TOTAL FIXED CHARGES, AS DEFINED
|
$
|
94.3
|
|
|
$
|
137.0
|
|
|
$
|
114.6
|
|
|
$
|
104.7
|
|
|
$
|
82.1
|
|
|
$
|
92.7
|
|
RATIO OF EARNINGS TO FIXED CHARGES
|
(4.3
|
)
|
|
1.2
|
|
|
1.8
|
|
|
1.9
|
|
|
2.3
|
|
|
1.9
|
|
1)
|
I have reviewed this Form 10-Q of General Cable Corporation;
|
|
2)
|
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;
|
|
3)
|
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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Date:
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November 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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1)
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I have reviewed this Form 10-Q 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)
|
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:
|
|
|
a)
|
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;
|
|
b)
|
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)
|
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)
|
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):
|
|
|
a)
|
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
|
|
b)
|
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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Date:
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November 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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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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November 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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|
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Date:
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November 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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