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 May 5, 2015
|
Common Stock, $0.01 par value
|
48,887,767
|
|
|
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
|
||||||
|
April 3,
2015 |
|
March 28,
2014 |
||||
Net sales
|
$
|
1,262.3
|
|
|
$
|
1,430.1
|
|
Cost of sales
|
1,141.6
|
|
|
1,298.0
|
|
||
Gross profit
|
120.7
|
|
|
132.1
|
|
||
Selling, general and administrative expenses
|
109.6
|
|
|
120.7
|
|
||
Goodwill impairment charge
|
3.2
|
|
|
155.1
|
|
||
Intangible asset impairment charges
|
—
|
|
|
93.4
|
|
||
Operating income (loss)
|
7.9
|
|
|
(237.1
|
)
|
||
Other income (expense)
|
(24.9
|
)
|
|
(97.7
|
)
|
||
Interest income (expense):
|
|
|
|
||||
Interest expense
|
(25.2
|
)
|
|
(27.4
|
)
|
||
Interest income
|
0.9
|
|
|
1.2
|
|
||
|
(24.3
|
)
|
|
(26.2
|
)
|
||
Income (loss) before income taxes
|
(41.3
|
)
|
|
(361.0
|
)
|
||
Income tax (provision) benefit
|
0.2
|
|
|
21.4
|
|
||
Equity in net earnings of affiliated companies
|
0.2
|
|
|
0.2
|
|
||
Net income (loss) including noncontrolling interest
|
(40.9
|
)
|
|
(339.4
|
)
|
||
Less: net income (loss) attributable to noncontrolling interest
|
(2.8
|
)
|
|
(24.0
|
)
|
||
Net income (loss) attributable to Company common shareholders
|
$
|
(38.1
|
)
|
|
$
|
(315.4
|
)
|
Earnings (loss) per share
|
|
|
|
||||
Earnings (loss) per common share-basic
|
$
|
(0.78
|
)
|
|
$
|
(6.42
|
)
|
Weighted average common shares-basic
|
48.8
|
|
|
49.1
|
|
||
Earnings (loss) per common share-assuming dilution
|
$
|
(0.78
|
)
|
|
$
|
(6.42
|
)
|
Weighted average common shares-assuming dilution
|
48.8
|
|
|
49.1
|
|
||
Dividends per common share
|
$
|
0.18
|
|
|
$
|
0.18
|
|
Comprehensive income (loss):
|
|
|
|
||||
Net income (loss)
|
$
|
(40.9
|
)
|
|
$
|
(339.4
|
)
|
Currency translation gain (loss)
|
(44.6
|
)
|
|
(10.8
|
)
|
||
Defined benefit plan adjustments, net of tax of $1.5 million in the three months ended April 3, 2015 and $0.5 million in the three months ended March 28, 2014
|
3.0
|
|
|
0.9
|
|
||
Comprehensive income (loss), net of tax
|
(82.5
|
)
|
|
(349.3
|
)
|
||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
(6.4
|
)
|
|
(25.0
|
)
|
||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(76.1
|
)
|
|
$
|
(324.3
|
)
|
|
April 3,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
167.6
|
|
|
$
|
205.8
|
|
Receivables, net of allowances of $29.2 million at April 3, 2015 and $32.0 million at December 31, 2014
|
969.4
|
|
|
1,007.0
|
|
||
Inventories
|
978.1
|
|
|
1,018.8
|
|
||
Deferred income taxes
|
31.7
|
|
|
32.4
|
|
||
Prepaid expenses and other
|
79.8
|
|
|
106.4
|
|
||
Assets held for sale
|
13.1
|
|
|
25.7
|
|
||
Total current assets
|
2,239.7
|
|
|
2,396.1
|
|
||
Property, plant and equipment, net
|
704.6
|
|
|
758.4
|
|
||
Deferred income taxes
|
34.8
|
|
|
24.8
|
|
||
Goodwill
|
22.4
|
|
|
26.1
|
|
||
Intangible assets, net
|
61.2
|
|
|
65.1
|
|
||
Unconsolidated affiliated companies
|
9.1
|
|
|
17.5
|
|
||
Other non-current assets
|
71.2
|
|
|
78.7
|
|
||
Total assets
|
$
|
3,143.0
|
|
|
$
|
3,366.7
|
|
Liabilities and Total Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
730.1
|
|
|
$
|
672.1
|
|
Accrued liabilities
|
366.6
|
|
|
407.2
|
|
||
Current portion of long-term debt
|
221.4
|
|
|
403.5
|
|
||
Total current liabilities
|
1,318.1
|
|
|
1,482.8
|
|
||
Long-term debt
|
991.9
|
|
|
933.9
|
|
||
Deferred income taxes
|
184.0
|
|
|
183.0
|
|
||
Other liabilities
|
220.9
|
|
|
240.0
|
|
||
Total liabilities
|
2,714.9
|
|
|
2,839.7
|
|
||
Commitments and contingencies (see Note 18)
|
|
|
|
||||
Redeemable noncontrolling interest
|
12.8
|
|
|
13.8
|
|
||
Total equity:
|
|
|
|
||||
Common stock, $0.01 par value, issued and outstanding shares:
|
|
|
|
||||
April 3, 2015 – 48,882,616 (net of 9,927,350 treasury shares)
|
|
|
|
||||
December 31, 2014 – 48,683,493 (net of 10,126,473 treasury shares)
|
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
711.3
|
|
|
714.8
|
|
||
Treasury stock
|
(180.4
|
)
|
|
(184.3
|
)
|
||
Retained earnings
|
137.4
|
|
|
184.4
|
|
||
Accumulated other comprehensive income (loss)
|
(301.4
|
)
|
|
(263.4
|
)
|
||
Total Company shareholders’ equity
|
367.5
|
|
|
452.1
|
|
||
Noncontrolling interest
|
47.8
|
|
|
61.1
|
|
||
Total equity
|
415.3
|
|
|
513.2
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
3,143.0
|
|
|
$
|
3,366.7
|
|
|
Three Fiscal Months Ended
|
||||||
|
April 3,
2015 |
|
March 28,
2014 |
||||
Cash flows of operating activities:
|
|
|
|
||||
Net income (loss) including noncontrolling interest
|
$
|
(40.9
|
)
|
|
$
|
(339.4
|
)
|
Adjustments to reconcile net income (loss) to net cash flows of operating activities:
|
|
|
|
||||
Depreciation and amortization
|
27.6
|
|
|
32.2
|
|
||
Amortization of restricted stock awards
|
—
|
|
|
0.1
|
|
||
Foreign currency exchange (gain) loss
|
24.3
|
|
|
86.5
|
|
||
Deferred income taxes
|
(3.5
|
)
|
|
(15.9
|
)
|
||
Non-cash asset impairment charges
|
14.2
|
|
|
256.5
|
|
||
Convertible debt instruments non-cash interest charges
|
0.5
|
|
|
0.4
|
|
||
(Gain) loss on disposal of subsidiaries
|
(1.1
|
)
|
|
—
|
|
||
(Gain) loss on disposal of property
|
0.7
|
|
|
2.9
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
||||
(Increase) decrease in receivables
|
(12.9
|
)
|
|
(57.1
|
)
|
||
(Increase) decrease in inventories
|
(5.1
|
)
|
|
(101.8
|
)
|
||
(Increase) decrease in other assets
|
21.6
|
|
|
3.0
|
|
||
Increase (decrease) in accounts payable, accrued and other liabilities
|
72.6
|
|
|
97.1
|
|
||
Net cash flows of operating activities
|
98.0
|
|
|
(35.5
|
)
|
||
Cash flows of investing activities:
|
|
|
|
||||
Capital expenditures
|
(20.5
|
)
|
|
(27.0
|
)
|
||
Proceeds from properties sold
|
0.9
|
|
|
0.2
|
|
||
Disposal of subsidiaries, net of cash disposed of
|
20.3
|
|
|
—
|
|
||
Other
|
0.2
|
|
|
0.1
|
|
||
Net cash flows of investing activities
|
0.9
|
|
|
(26.7
|
)
|
||
Cash flows of financing activities:
|
|
|
|
||||
Dividends paid to shareholders
|
(8.9
|
)
|
|
(9.0
|
)
|
||
Proceeds from debt
|
1,003.8
|
|
|
601.0
|
|
||
Repayments of debt
|
(1,101.6
|
)
|
|
(511.9
|
)
|
||
Dividends paid to noncontrolling interest
|
1.5
|
|
|
—
|
|
||
Repurchase of common shares
|
—
|
|
|
(30.7
|
)
|
||
Proceeds from exercise of stock options
|
0.1
|
|
|
0.1
|
|
||
Net cash flows of financing activities
|
(105.1
|
)
|
|
49.5
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(32.0
|
)
|
|
(90.3
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(38.2
|
)
|
|
(103.0
|
)
|
||
Cash and cash equivalents – beginning of period
|
205.8
|
|
|
418.8
|
|
||
Cash and cash equivalents – end of period
|
$
|
167.6
|
|
|
$
|
315.8
|
|
Supplemental Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income tax payments, net of refunds
|
$
|
1.3
|
|
|
$
|
6.3
|
|
Interest paid
|
$
|
28.1
|
|
|
$
|
10.7
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Capital expenditures included in accounts payable
|
$
|
10.7
|
|
|
$
|
13.6
|
|
|
|
|
General Cable Total Equity
|
|
|
||||||||||||||||||||||
|
Total Equity
|
|
Common
Stock
|
|
Additional
Paid in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Noncontrolling
Interest
|
||||||||||||||
Balance, December 31, 2014
|
$
|
513.2
|
|
|
$
|
0.6
|
|
|
$
|
714.8
|
|
|
$
|
(184.3
|
)
|
|
$
|
184.4
|
|
|
$
|
(263.4
|
)
|
|
$
|
61.1
|
|
Comprehensive income (loss)
|
(82.5
|
)
|
|
|
|
|
|
|
|
(38.1
|
)
|
|
(38.0
|
)
|
|
(6.4
|
)
|
||||||||||
Common stock dividend
|
(8.9
|
)
|
|
|
|
|
|
|
|
(8.9
|
)
|
|
|
|
|
||||||||||||
Excess tax benefit (deficiency) from stock compensation
|
(1.5
|
)
|
|
|
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends paid to noncontrolling interest
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(1.5
|
)
|
||||||||||||
Sale of noncontrolling interests related to Fiji operations
|
(5.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.4
|
)
|
|||||||||||
Other – issuance pursuant to restricted stock, stock options and other
|
1.9
|
|
|
|
|
(2.0
|
)
|
|
3.9
|
|
|
|
|
|
|
|
|
||||||||||
Balance, April 3, 2015
|
$
|
415.3
|
|
|
$
|
0.6
|
|
|
$
|
711.3
|
|
|
$
|
(180.4
|
)
|
|
$
|
137.4
|
|
|
$
|
(301.4
|
)
|
|
$
|
47.8
|
|
|
|
|
General Cable Total Equity
|
|
|
||||||||||||||||||||||
|
Total Equity
|
|
Common
Stock
|
|
Additional
Paid in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Noncontrolling
Interest
|
||||||||||||||
Balance, December 31, 2013
|
$
|
1,379.8
|
|
|
$
|
0.6
|
|
|
$
|
699.6
|
|
|
$
|
(155.3
|
)
|
|
$
|
847.4
|
|
|
$
|
(112.1
|
)
|
|
$
|
99.6
|
|
Comprehensive income (loss)
|
(349.3
|
)
|
|
|
|
|
|
|
|
(315.4
|
)
|
|
(8.9
|
)
|
|
(25.0
|
)
|
||||||||||
Common stock dividend
|
(9.0
|
)
|
|
|
|
|
|
|
|
(9.0
|
)
|
|
|
|
|
||||||||||||
Repurchase of common shares
|
(30.7
|
)
|
|
|
|
|
|
(30.7
|
)
|
|
|
|
|
|
|
||||||||||||
Other – issuance pursuant to restricted stock, stock options and other
|
2.5
|
|
|
|
|
2.2
|
|
|
0.3
|
|
|
|
|
|
|
|
|
||||||||||
Balance, March 28, 2014
|
$
|
993.3
|
|
|
$
|
0.6
|
|
|
$
|
701.8
|
|
|
$
|
(185.7
|
)
|
|
$
|
523.0
|
|
|
$
|
(121.0
|
)
|
|
$
|
74.6
|
|
2.
|
Accounting Standards
|
|
Employee Separation Costs
|
Asset-Related Costs
|
Other Costs
|
Total
|
||||||||
Total expected restructuring charges
|
$
|
70.0
|
|
$
|
125.0
|
|
$
|
30.0
|
|
$
|
225.0
|
|
Balance, December 31, 2014
|
$
|
32.4
|
|
$
|
—
|
|
$
|
1.0
|
|
$
|
33.4
|
|
Net provisions
|
9.6
|
|
1.2
|
|
4.7
|
|
15.5
|
|
||||
Net benefits charged against the assets
|
—
|
|
(1.2
|
)
|
(2.1
|
)
|
(3.3
|
)
|
||||
Payments
|
(6.9
|
)
|
—
|
|
(2.5
|
)
|
(9.4
|
)
|
||||
Foreign currency translation
|
(2.5
|
)
|
—
|
|
(0.1
|
)
|
(2.6
|
)
|
||||
Balance, April 3, 2015
|
$
|
32.6
|
|
$
|
—
|
|
$
|
1.0
|
|
$
|
33.6
|
|
Remaining expected restructuring charges
|
$
|
21.7
|
|
$
|
6.3
|
|
$
|
15.2
|
|
$
|
43.2
|
|
4.
|
Other Income (Expense)
|
(in millions)
|
April 3, 2015
|
|
December 31, 2014
|
||||
Raw materials
|
$
|
219.1
|
|
|
$
|
237.1
|
|
Work in process
|
152.5
|
|
|
166.5
|
|
||
Finished goods
|
606.5
|
|
|
615.2
|
|
||
Total
|
$
|
978.1
|
|
|
$
|
1,018.8
|
|
|
April 3, 2015
|
|
December 31, 2014
|
||||
Land
|
$
|
69.8
|
|
|
$
|
73.9
|
|
Buildings and leasehold improvements
|
258.1
|
|
|
270.3
|
|
||
Machinery, equipment and office furnishings
|
880.0
|
|
|
905.1
|
|
||
Construction in progress
|
31.6
|
|
|
36.6
|
|
||
Total gross book value
|
1,239.5
|
|
|
1,285.9
|
|
||
Less accumulated depreciation
|
(534.9
|
)
|
|
(527.5
|
)
|
||
Total net book value
|
$
|
704.6
|
|
|
$
|
758.4
|
|
|
Goodwill
|
|
Indefinite-Lived Assets – Trade Names
|
||||||||||||||||||||||||
|
North
America
|
|
Latin America
|
|
Africa/Asia Pacific
|
|
Total
|
|
North
America
|
|
Europe
|
|
Total
|
||||||||||||||
Balance, December 31, 2014
|
$
|
17.0
|
|
|
$
|
3.0
|
|
|
$
|
6.1
|
|
|
$
|
26.1
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
Currency translation and other adjustments
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Goodwill and indefinite-lived asset impairment
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, April 3, 2015
|
$
|
16.7
|
|
|
$
|
2.9
|
|
|
$
|
2.8
|
|
|
$
|
22.4
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
April 3, 2015
|
|
December 31, 2014
|
||||
Amortized intangible assets:
|
|
|
|
||||
Amortized intangible assets
|
$
|
168.4
|
|
|
$
|
168.4
|
|
Accumulated amortization
|
(102.8
|
)
|
|
(99.8
|
)
|
||
Foreign currency translation adjustment
|
(5.1
|
)
|
|
(4.2
|
)
|
||
Amortized intangible assets, net
|
$
|
60.5
|
|
|
$
|
64.4
|
|
8.
|
Long-Term Debt
|
(in millions)
|
April 3, 2015
|
|
December 31, 2014
|
||||
North America
|
|
|
|
||||
5.75% Senior Notes due 2022 ("5.75% Senior Notes")
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Subordinated Convertible Notes due 2029 ("Subordinated Convertible Notes")
|
429.5
|
|
|
429.5
|
|
||
Debt discount on Subordinated Convertible Notes
|
(259.3
|
)
|
|
(259.7
|
)
|
||
Senior Floating Rate Notes due 2015 ("Senior Floating Rate Notes")
|
—
|
|
|
125.0
|
|
||
Asset-Based Revolving Credit Facility ("Revolving Credit Facility")
|
202.4
|
|
|
136.8
|
|
||
Other
|
9.0
|
|
|
9.0
|
|
||
Europe debt
|
9.6
|
|
|
10.5
|
|
||
Latin America credit facilities
|
179.2
|
|
|
238.6
|
|
||
Africa/Asia Pacific credit facilities
|
42.9
|
|
|
47.7
|
|
||
Total debt
|
1,213.3
|
|
|
1,337.4
|
|
||
Less current maturities
|
221.4
|
|
|
403.5
|
|
||
Long-term debt
|
$
|
991.9
|
|
|
$
|
933.9
|
|
|
5.75% Senior Notes
|
||||||
(in millions)
|
April 3, 2015
|
|
December 31, 2014
|
||||
Face Value
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Fair Value (Level 2)
|
564.0
|
|
|
483.0
|
|
||
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 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 Convertible
Notes
|
||||||
(in millions)
|
April 3, 2015
|
|
December 31, 2014
|
||||
Face value
|
$
|
429.5
|
|
|
$
|
429.5
|
|
Debt discount
|
(259.3
|
)
|
|
(259.7
|
)
|
||
Book value
|
170.2
|
|
|
169.8
|
|
||
Fair value (Level 1)
|
345.5
|
|
|
313.1
|
|
||
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)
|
April 3, 2015
|
|
|
|
December 31, 2014
|
||||
Face value
|
$
|
—
|
|
|
|
|
$
|
125.0
|
|
Fair value (Level 1)
|
—
|
|
|
|
|
123.8
|
|
||
Interest rate
|
N/A
|
|
|
|
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
|
|
Revolving Credit Facility
|
||||||
(in millions)
|
April 3, 2015
|
|
December 31, 2014
|
||||
Outstanding borrowings
|
$
|
202.4
|
|
|
$
|
136.8
|
|
Total credit under facility
|
1,000.0
|
|
|
1,000.0
|
|
||
Undrawn availability
(1)
|
391.3
|
|
|
425.0
|
|
||
Interest rate
|
2.6
|
%
|
|
2.1
|
%
|
||
Outstanding letters of credit
|
$
|
41.4
|
|
|
$
|
58.5
|
|
Original issuance
|
July 2011
|
||||||
Maturity date
|
Sept 2018
|
9.
|
Financial Instruments
|
|
April 3, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
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
|
$
|
63.2
|
|
|
$
|
1.8
|
|
|
$
|
2.3
|
|
|
$
|
106.4
|
|
|
$
|
0.5
|
|
|
$
|
3.9
|
|
Foreign currency exchange
|
180.2
|
|
|
2.1
|
|
|
7.6
|
|
|
154.7
|
|
|
4.9
|
|
|
4.2
|
|
||||||
|
|
|
$
|
3.9
|
|
|
$
|
9.9
|
|
|
|
|
$
|
5.4
|
|
|
$
|
8.1
|
|
(1)
|
Balance recorded in “Prepaid expenses and other” and “Other non-current assets”
|
(2)
|
Balance recorded in “Accrued liabilities” and “Other liabilities”
|
10.
|
Income Taxes
|
11.
|
Employee Benefit Plans
|
|
Three Fiscal Months Ended
|
||||||||||||||
|
April 3, 2015
|
|
March 28, 2014
|
||||||||||||
|
U.S.
Plans |
|
Non-U.S.
Plans |
|
U.S.
Plans |
|
Non-U.S.
Plans |
||||||||
Service cost
|
$
|
0.4
|
|
|
$
|
1.5
|
|
|
$
|
0.5
|
|
|
$
|
1.4
|
|
Interest cost
|
1.8
|
|
|
1.1
|
|
|
2.0
|
|
|
1.7
|
|
||||
Expected return on plan assets
|
(2.6
|
)
|
|
(0.7
|
)
|
|
(2.7
|
)
|
|
(0.8
|
)
|
||||
Amortization of prior service cost
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
||||
Amortization of net loss
|
1.9
|
|
|
0.7
|
|
|
1.2
|
|
|
0.1
|
|
||||
Settlement loss
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
||||
Net pension expense
|
$
|
1.5
|
|
|
$
|
3.7
|
|
|
$
|
1.0
|
|
|
$
|
2.7
|
|
12.
|
Accumulated Other Comprehensive Income
|
|
April 3, 2015
|
|
December 31, 2014
|
||||||||||||
|
Company
Common
Shareholders
|
|
Noncontrolling
Interest
|
|
Company
Common
Shareholders
|
|
Noncontrolling
Interest
|
||||||||
Foreign currency translation adjustment
|
$
|
(226.1
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(185.1
|
)
|
|
$
|
(3.8
|
)
|
Pension adjustments, net of tax
|
(75.3
|
)
|
|
(2.9
|
)
|
|
(78.3
|
)
|
|
(2.9
|
)
|
||||
Accumulated other comprehensive income (loss)
|
$
|
(301.4
|
)
|
|
$
|
(10.3
|
)
|
|
$
|
(263.4
|
)
|
|
$
|
(6.7
|
)
|
|
Foreign currency translation
|
|
Change of fair value of pension benefit obligation
|
|
Total
|
||||||
Balance, December 31, 2014
|
$
|
(185.1
|
)
|
|
$
|
(78.3
|
)
|
|
$
|
(263.4
|
)
|
Other comprehensive income (loss) before reclassifications
|
(47.2
|
)
|
|
—
|
|
|
(47.2
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
6.2
|
|
|
3.0
|
|
|
9.2
|
|
|||
Net current - period other comprehensive income (loss)
|
(41.0
|
)
|
|
3.0
|
|
|
(38.0
|
)
|
|||
Balance, April 3, 2015
|
$
|
(226.1
|
)
|
|
$
|
(75.3
|
)
|
|
$
|
(301.4
|
)
|
|
Foreign currency translation
|
|
Change of fair value of pension benefit obligation
|
|
Other
|
|
Total
|
||||||||
Balance, December 31, 2013
|
$
|
(67.1
|
)
|
|
$
|
(52.6
|
)
|
|
$
|
7.6
|
|
|
$
|
(112.1
|
)
|
Other comprehensive income (loss) before reclassifications
|
(9.8
|
)
|
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
Net current - period other comprehensive income (loss)
|
(9.8
|
)
|
|
0.9
|
|
|
—
|
|
|
(8.9
|
)
|
||||
Balance, March 28, 2014
|
$
|
(76.9
|
)
|
|
$
|
(51.7
|
)
|
|
$
|
7.6
|
|
|
$
|
(121.0
|
)
|
|
Three Fiscal Months Ended
|
Three Fiscal Months Ended
|
|
||||
|
April 3, 2015
|
March 28, 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)
|
||||
Foreign currency translation
|
|
|
|
||||
Sale of Fiji
|
$
|
6.2
|
|
$
|
—
|
|
SG&A
|
Amortization of defined pension items, net of tax:
|
|
|
|
||||
Prior service cost
|
$
|
0.1
|
|
$
|
0.2
|
|
SG&A
|
Net loss
|
1.7
|
|
0.7
|
|
SG&A
|
||
Settlement Loss
|
1.2
|
|
—
|
|
SG&A
|
||
Total - Pension Items
|
$
|
3.0
|
|
$
|
0.9
|
|
|
Total
|
$
|
9.2
|
|
$
|
0.9
|
|
|
|
Three Fiscal Months Ended
|
||||||
|
April 3, 2015
|
|
March 28, 2014
|
||||
Non-qualified stock option expense
|
$
|
0.4
|
|
|
$
|
1.3
|
|
Non-vested stock awards expense
|
2.0
|
|
|
2.7
|
|
||
Total pre-tax share-based compensation expense
|
$
|
2.4
|
|
|
$
|
4.0
|
|
Excess tax benefit (deficiency) on share-based compensation
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
Balance, December 31, 2014
|
$
|
13.8
|
|
Net income (loss)
|
—
|
|
|
Foreign currency translation
|
(1.0
|
)
|
|
Balance, April 3, 2015
|
$
|
12.8
|
|
16.
|
Earnings (Loss) Per Common Share
|
|
Three Fiscal Months Ended
|
||||||
(in millions, except per share data)
|
April 3, 2015
|
|
March 28, 2014
|
||||
Earnings (loss) per common share – basic:
|
|
|
|
||||
Net income (loss) attributable to Company common shareholders
|
$
|
(38.1
|
)
|
|
$
|
(315.4
|
)
|
Net income (loss) for basic EPS computations
(1)
|
(38.1
|
)
|
|
(315.4
|
)
|
||
Weighted average shares outstanding for basic EPS computation
(2)
|
48.8
|
|
|
49.1
|
|
||
Earnings (loss) per common share – basic
(3)
|
$
|
(0.78
|
)
|
|
$
|
(6.42
|
)
|
Earnings (loss) per common share – assuming dilution:
|
|
|
|
||||
Net income (loss) attributable to Company common shareholders
|
$
|
(38.1
|
)
|
|
$
|
(315.4
|
)
|
Net income (loss) for diluted EPS computation
(1)
|
$
|
(38.1
|
)
|
|
$
|
(315.4
|
)
|
Weighted average shares outstanding including nonvested shares
|
48.8
|
|
|
49.1
|
|
||
Weighted average shares outstanding for diluted EPS computation
(2)
|
48.8
|
|
|
49.1
|
|
||
Earnings (loss) per common share – assuming dilution
|
$
|
(0.78
|
)
|
|
$
|
(6.42
|
)
|
(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).
|
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.
|
17.
|
Segment Information
|
|
Three Fiscal Months Ended
|
||||||
(in millions)
|
April 3, 2015
|
|
March 28, 2014
|
||||
Net Sales:
|
|
|
|
||||
North America
|
$
|
638.2
|
|
|
$
|
594.7
|
|
Europe
|
261.8
|
|
|
323.1
|
|
||
Latin America
|
205.3
|
|
|
288.7
|
|
||
Africa/Asia Pacific
|
157.0
|
|
|
223.6
|
|
||
Total
|
$
|
1,262.3
|
|
|
$
|
1,430.1
|
|
Segment Operating Income (Loss):
|
|
|
|
||||
North America
|
$
|
29.6
|
|
|
$
|
32.7
|
|
Europe
|
5.9
|
|
|
(10.3
|
)
|
||
Latin America
|
(15.9
|
)
|
|
(165.0
|
)
|
||
Africa/Asia Pacific
|
(11.7
|
)
|
|
(94.5
|
)
|
||
Total
|
$
|
7.9
|
|
|
$
|
(237.1
|
)
|
(in millions)
|
April 3, 2015
|
|
December 31, 2014
|
||||
Total Assets:
|
|
|
|
||||
North America
|
$
|
1,179.0
|
|
|
$
|
1,220.3
|
|
Europe
|
719.1
|
|
|
751.4
|
|
||
Latin America
|
571.4
|
|
|
656.6
|
|
||
Africa/Asia Pacific
|
673.5
|
|
|
738.4
|
|
||
Total
|
$
|
3,143.0
|
|
|
$
|
3,366.7
|
|
18.
|
Commitments and Contingencies
|
19.
|
Unconsolidated Affiliated Companies
|
|
Fair Value Measurement
|
||||||||||||||||||||||||||||||
|
April 3, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative assets
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
Equity securities
(1)
|
20.4
|
|
|
—
|
|
|
—
|
|
|
20.4
|
|
|
22.1
|
|
|
—
|
|
|
—
|
|
|
22.1
|
|
||||||||
Total assets
|
$
|
20.4
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
24.3
|
|
|
$
|
22.1
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
27.5
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
22.
|
Supplemental Guarantor Condensed Financial Information
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
540.2
|
|
|
$
|
722.1
|
|
|
$
|
—
|
|
|
$
|
1,262.3
|
|
Intercompany
|
21.1
|
|
|
62.7
|
|
|
46.2
|
|
|
(130.0
|
)
|
|
—
|
|
|||||
|
21.1
|
|
|
602.9
|
|
|
768.3
|
|
|
(130.0
|
)
|
|
1,262.3
|
|
|||||
Cost of sales
|
—
|
|
|
527.0
|
|
|
723.5
|
|
|
(108.9
|
)
|
|
1,141.6
|
|
|||||
Gross profit
|
21.1
|
|
|
75.9
|
|
|
44.8
|
|
|
(21.1
|
)
|
|
120.7
|
|
|||||
Selling, general and administrative expenses
|
20.6
|
|
|
47.0
|
|
|
63.1
|
|
|
(21.1
|
)
|
|
109.6
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|||||
Operating income (loss)
|
0.5
|
|
|
28.9
|
|
|
(21.5
|
)
|
|
—
|
|
|
7.9
|
|
|||||
Other income (expense)
|
0.7
|
|
|
(1.7
|
)
|
|
(23.9
|
)
|
|
—
|
|
|
(24.9
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(15.5
|
)
|
|
(17.1
|
)
|
|
(10.0
|
)
|
|
17.4
|
|
|
(25.2
|
)
|
|||||
Interest income
|
14.9
|
|
|
2.5
|
|
|
0.9
|
|
|
(17.4
|
)
|
|
0.9
|
|
|||||
|
(0.6
|
)
|
|
(14.6
|
)
|
|
(9.1
|
)
|
|
—
|
|
|
(24.3
|
)
|
|||||
Income (loss) before income taxes
|
0.6
|
|
|
12.6
|
|
|
(54.5
|
)
|
|
—
|
|
|
(41.3
|
)
|
|||||
Income tax (provision) benefit
|
(0.6
|
)
|
|
(4.7
|
)
|
|
5.5
|
|
|
—
|
|
|
0.2
|
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(38.1
|
)
|
|
(46.0
|
)
|
|
0.1
|
|
|
84.2
|
|
|
0.2
|
|
|||||
Net income (loss) including noncontrolling interest
|
(38.1
|
)
|
|
(38.1
|
)
|
|
(48.9
|
)
|
|
84.2
|
|
|
(40.9
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(38.1
|
)
|
|
$
|
(38.1
|
)
|
|
$
|
(46.1
|
)
|
|
$
|
84.2
|
|
|
$
|
(38.1
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(38.1
|
)
|
|
$
|
(38.1
|
)
|
|
$
|
(48.9
|
)
|
|
$
|
84.2
|
|
|
$
|
(40.9
|
)
|
Currency translation gain (loss)
|
(41.0
|
)
|
|
(41.0
|
)
|
|
(19.2
|
)
|
|
56.6
|
|
|
(44.6
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
3.0
|
|
|
3.0
|
|
|
1.8
|
|
|
(4.8
|
)
|
|
3.0
|
|
|||||
Comprehensive income (loss), net of tax
|
(76.1
|
)
|
|
(76.1
|
)
|
|
(66.3
|
)
|
|
136.0
|
|
|
(82.5
|
)
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
(6.4
|
)
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(76.1
|
)
|
|
$
|
(76.1
|
)
|
|
$
|
(59.9
|
)
|
|
$
|
136.0
|
|
|
$
|
(76.1
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
475.7
|
|
|
$
|
954.4
|
|
|
$
|
—
|
|
|
$
|
1,430.1
|
|
Intercompany
|
17.7
|
|
|
81.6
|
|
|
53.2
|
|
|
(152.5
|
)
|
|
—
|
|
|||||
|
17.7
|
|
|
557.3
|
|
|
1,007.6
|
|
|
(152.5
|
)
|
|
1,430.1
|
|
|||||
Cost of sales
|
—
|
|
|
486.2
|
|
|
946.6
|
|
|
(134.8
|
)
|
|
1,298.0
|
|
|||||
Gross profit
|
17.7
|
|
|
71.1
|
|
|
61.0
|
|
|
(17.7
|
)
|
|
132.1
|
|
|||||
Selling, general and administrative expenses
|
14.8
|
|
|
41.5
|
|
|
82.1
|
|
|
(17.7
|
)
|
|
120.7
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
155.1
|
|
|
—
|
|
|
155.1
|
|
|||||
Intangible asset impairment charges
|
—
|
|
|
—
|
|
|
93.4
|
|
|
—
|
|
|
93.4
|
|
|||||
Operating income (loss)
|
2.9
|
|
|
29.6
|
|
|
(269.6
|
)
|
|
—
|
|
|
(237.1
|
)
|
|||||
Other income (expense)
|
—
|
|
|
(2.9
|
)
|
|
(94.8
|
)
|
|
—
|
|
|
(97.7
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(15.0
|
)
|
|
(16.7
|
)
|
|
(13.5
|
)
|
|
17.8
|
|
|
(27.4
|
)
|
|||||
Interest income
|
14.1
|
|
|
3.7
|
|
|
1.2
|
|
|
(17.8
|
)
|
|
1.2
|
|
|||||
|
(0.9
|
)
|
|
(13.0
|
)
|
|
(12.3
|
)
|
|
—
|
|
|
(26.2
|
)
|
|||||
Income (loss) before income taxes
|
2.0
|
|
|
13.7
|
|
|
(376.7
|
)
|
|
—
|
|
|
(361.0
|
)
|
|||||
Income tax (provision) benefit
|
(0.3
|
)
|
|
(0.9
|
)
|
|
22.6
|
|
|
—
|
|
|
21.4
|
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(317.1
|
)
|
|
(329.9
|
)
|
|
0.1
|
|
|
647.1
|
|
|
0.2
|
|
|||||
Net income (loss) including noncontrolling interest
|
(315.4
|
)
|
|
(317.1
|
)
|
|
(354.0
|
)
|
|
647.1
|
|
|
(339.4
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(24.0
|
)
|
|
—
|
|
|
(24.0
|
)
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(315.4
|
)
|
|
$
|
(317.1
|
)
|
|
$
|
(330.0
|
)
|
|
$
|
647.1
|
|
|
$
|
(315.4
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(315.4
|
)
|
|
$
|
(317.1
|
)
|
|
$
|
(354.0
|
)
|
|
$
|
647.1
|
|
|
$
|
(339.4
|
)
|
Currency translation gain (loss)
|
(9.8
|
)
|
|
(9.8
|
)
|
|
(8.1
|
)
|
|
16.9
|
|
|
(10.8
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
0.9
|
|
|
0.9
|
|
|
0.2
|
|
|
(1.1
|
)
|
|
0.9
|
|
|||||
Comprehensive income (loss), net of tax
|
(324.3
|
)
|
|
(326.0
|
)
|
|
(361.9
|
)
|
|
662.9
|
|
|
(349.3
|
)
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(324.3
|
)
|
|
$
|
(326.0
|
)
|
|
$
|
(336.9
|
)
|
|
$
|
662.9
|
|
|
$
|
(324.3
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
164.9
|
|
|
$
|
—
|
|
|
$
|
167.6
|
|
Receivables, net of allowances
|
—
|
|
|
299.8
|
|
|
669.6
|
|
|
—
|
|
|
969.4
|
|
|||||
Inventories
|
—
|
|
|
393.2
|
|
|
584.9
|
|
|
—
|
|
|
978.1
|
|
|||||
Deferred income taxes
|
—
|
|
|
15.5
|
|
|
16.2
|
|
|
—
|
|
|
31.7
|
|
|||||
Prepaid expenses and other
|
1.5
|
|
|
18.1
|
|
|
60.2
|
|
|
—
|
|
|
79.8
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
|
13.1
|
|
|||||
Total current assets
|
1.5
|
|
|
729.3
|
|
|
1,508.9
|
|
|
—
|
|
|
2,239.7
|
|
|||||
Property, plant and equipment, net
|
0.5
|
|
|
203.5
|
|
|
500.6
|
|
|
—
|
|
|
704.6
|
|
|||||
Deferred income taxes
|
—
|
|
|
30.5
|
|
|
34.8
|
|
|
(30.5
|
)
|
|
34.8
|
|
|||||
Intercompany accounts
|
1,139.7
|
|
|
212.6
|
|
|
78.3
|
|
|
(1,430.6
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
193.8
|
|
|
747.9
|
|
|
—
|
|
|
(941.7
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
13.8
|
|
|
8.6
|
|
|
—
|
|
|
22.4
|
|
|||||
Intangible assets, net
|
—
|
|
|
11.0
|
|
|
50.2
|
|
|
—
|
|
|
61.2
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
8.3
|
|
|
0.8
|
|
|
—
|
|
|
9.1
|
|
|||||
Other non-current assets
|
11.8
|
|
|
31.5
|
|
|
27.9
|
|
|
—
|
|
|
71.2
|
|
|||||
Total assets
|
$
|
1,347.3
|
|
|
$
|
1,988.4
|
|
|
$
|
2,210.1
|
|
|
$
|
(2,402.8
|
)
|
|
$
|
3,143.0
|
|
Liabilities and Total Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
180.5
|
|
|
$
|
549.6
|
|
|
$
|
—
|
|
|
$
|
730.1
|
|
Accrued liabilities
|
7.6
|
|
|
107.7
|
|
|
251.3
|
|
|
—
|
|
|
366.6
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
221.4
|
|
|
—
|
|
|
221.4
|
|
|||||
Total current liabilities
|
7.6
|
|
|
288.2
|
|
|
1,022.3
|
|
|
—
|
|
|
1,318.1
|
|
|||||
Long-term debt
|
779.2
|
|
|
202.4
|
|
|
10.3
|
|
|
—
|
|
|
991.9
|
|
|||||
Deferred income taxes
|
191.5
|
|
|
—
|
|
|
23.0
|
|
|
(30.5
|
)
|
|
184.0
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,217.4
|
|
|
213.2
|
|
|
(1,430.6
|
)
|
|
—
|
|
|||||
Other liabilities
|
1.5
|
|
|
86.6
|
|
|
132.8
|
|
|
—
|
|
|
220.9
|
|
|||||
Total liabilities
|
979.8
|
|
|
1,794.6
|
|
|
1,401.6
|
|
|
(1,461.1
|
)
|
|
2,714.9
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
12.8
|
|
|
—
|
|
|
12.8
|
|
|||||
Total Company shareholders’ equity
|
367.5
|
|
|
193.8
|
|
|
747.9
|
|
|
(941.7
|
)
|
|
367.5
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
47.8
|
|
|
—
|
|
|
47.8
|
|
|||||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
1,347.3
|
|
|
$
|
1,988.4
|
|
|
$
|
2,210.1
|
|
|
$
|
(2,402.8
|
)
|
|
$
|
3,143.0
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
204.6
|
|
|
$
|
—
|
|
|
$
|
205.8
|
|
Receivables, net of allowances
|
—
|
|
|
273.7
|
|
|
733.3
|
|
|
—
|
|
|
1,007.0
|
|
|||||
Inventories
|
—
|
|
|
406.9
|
|
|
611.9
|
|
|
—
|
|
|
1,018.8
|
|
|||||
Deferred income taxes
|
—
|
|
|
15.6
|
|
|
16.8
|
|
|
—
|
|
|
32.4
|
|
|||||
Prepaid expenses and other
|
1.6
|
|
|
30.6
|
|
|
74.2
|
|
|
—
|
|
|
106.4
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
25.7
|
|
|
—
|
|
|
25.7
|
|
|||||
Total current assets
|
1.6
|
|
|
728.0
|
|
|
1,666.5
|
|
|
—
|
|
|
2,396.1
|
|
|||||
Property, plant and equipment, net
|
0.5
|
|
|
209.0
|
|
|
548.9
|
|
|
—
|
|
|
758.4
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
24.8
|
|
|
—
|
|
|
24.8
|
|
|||||
Intercompany accounts
|
1,280.8
|
|
|
402.4
|
|
|
94.1
|
|
|
(1,777.3
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
269.9
|
|
|
643.9
|
|
|
—
|
|
|
(913.8
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
13.8
|
|
|
12.3
|
|
|
—
|
|
|
26.1
|
|
|||||
Intangible assets, net
|
—
|
|
|
11.4
|
|
|
53.7
|
|
|
—
|
|
|
65.1
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
8.3
|
|
|
9.2
|
|
|
—
|
|
|
17.5
|
|
|||||
Other non-current assets
|
12.1
|
|
|
33.7
|
|
|
32.9
|
|
|
—
|
|
|
78.7
|
|
|||||
Total assets
|
$
|
1,564.9
|
|
|
$
|
2,050.5
|
|
|
$
|
2,442.4
|
|
|
$
|
(2,691.1
|
)
|
|
$
|
3,366.7
|
|
Liabilities and Total Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
106.8
|
|
|
$
|
565.3
|
|
|
$
|
—
|
|
|
$
|
672.1
|
|
Accrued liabilities
|
11.2
|
|
|
114.5
|
|
|
281.5
|
|
|
—
|
|
|
407.2
|
|
|||||
Current portion of long-term debt
|
125.0
|
|
|
—
|
|
|
278.5
|
|
|
—
|
|
|
403.5
|
|
|||||
Total current liabilities
|
136.2
|
|
|
221.3
|
|
|
1,125.3
|
|
|
—
|
|
|
1,482.8
|
|
|||||
Long-term debt
|
778.8
|
|
|
136.8
|
|
|
18.3
|
|
|
—
|
|
|
933.9
|
|
|||||
Deferred income taxes
|
196.8
|
|
|
(40.9
|
)
|
|
27.1
|
|
|
—
|
|
|
183.0
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,374.5
|
|
|
402.8
|
|
|
(1,777.3
|
)
|
|
—
|
|
|||||
Other liabilities
|
1.0
|
|
|
88.9
|
|
|
150.1
|
|
|
—
|
|
|
240.0
|
|
|||||
Total liabilities
|
1,112.8
|
|
|
1,780.6
|
|
|
1,723.6
|
|
|
(1,777.3
|
)
|
|
2,839.7
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
13.8
|
|
|
—
|
|
|
13.8
|
|
|||||
Total Company shareholders’ equity
|
452.1
|
|
|
269.9
|
|
|
643.9
|
|
|
(913.8
|
)
|
|
452.1
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
61.1
|
|
|
—
|
|
|
61.1
|
|
|||||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
1,564.9
|
|
|
$
|
2,050.5
|
|
|
$
|
2,442.4
|
|
|
$
|
(2,691.1
|
)
|
|
$
|
3,366.7
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities
|
$
|
(1.9
|
)
|
|
$
|
92.5
|
|
|
$
|
7.9
|
|
|
$
|
(0.5
|
)
|
|
$
|
98.0
|
|
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(5.8
|
)
|
|
(14.7
|
)
|
|
—
|
|
|
(20.5
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||||
Disposal of a subsidiary, net of cash disposed of
|
—
|
|
|
—
|
|
|
20.3
|
|
|
—
|
|
|
20.3
|
|
|||||
Intercompany accounts
|
—
|
|
|
8.0
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Net cash flows of investing activities
|
—
|
|
|
2.2
|
|
|
6.7
|
|
|
(8.0
|
)
|
|
0.9
|
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(8.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|||||
Intercompany accounts
|
135.7
|
|
|
(134.0
|
)
|
|
(10.2
|
)
|
|
8.5
|
|
|
—
|
|
|||||
Proceeds from debt
|
—
|
|
|
754.7
|
|
|
249.1
|
|
|
—
|
|
|
1,003.8
|
|
|||||
Repayments of debt
|
(125.0
|
)
|
|
(689.1
|
)
|
|
(287.5
|
)
|
|
—
|
|
|
(1,101.6
|
)
|
|||||
Dividends paid to noncontrolling interest
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|||||
Proceeds from exercise of stock options
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Net cash flows of financing activities
|
1.9
|
|
|
(68.4
|
)
|
|
(47.1
|
)
|
|
8.5
|
|
|
(105.1
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(24.8
|
)
|
|
(7.2
|
)
|
|
—
|
|
|
(32.0
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
1.5
|
|
|
(39.7
|
)
|
|
—
|
|
|
(38.2
|
)
|
|||||
Cash and cash equivalents – beginning of period
|
—
|
|
|
1.2
|
|
|
204.6
|
|
|
—
|
|
|
205.8
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
164.9
|
|
|
$
|
—
|
|
|
$
|
167.6
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities
|
$
|
15.6
|
|
|
$
|
8.3
|
|
|
$
|
(59.4
|
)
|
|
$
|
—
|
|
|
$
|
(35.5
|
)
|
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(7.9
|
)
|
|
(19.1
|
)
|
|
—
|
|
|
(27.0
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Other
|
—
|
|
|
(6.0
|
)
|
|
6.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Net cash flows of investing activities
|
—
|
|
|
(13.7
|
)
|
|
(13.0
|
)
|
|
—
|
|
|
(26.7
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|||||
Intercompany accounts
|
23.8
|
|
|
(31.7
|
)
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from debt
|
—
|
|
|
308.6
|
|
|
292.4
|
|
|
—
|
|
|
601.0
|
|
|||||
Repayments of debt
|
—
|
|
|
(269.3
|
)
|
|
(242.6
|
)
|
|
—
|
|
|
(511.9
|
)
|
|||||
Repurchase of common shares
|
(30.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.7
|
)
|
|||||
Proceeds from exercise of stock options
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Net cash flows of financing activities
|
(15.8
|
)
|
|
7.6
|
|
|
57.7
|
|
|
—
|
|
|
49.5
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(2.4
|
)
|
|
(87.9
|
)
|
|
—
|
|
|
(90.3
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(102.6
|
)
|
|
—
|
|
|
(103.0
|
)
|
|||||
Cash and cash equivalents - beginning of period
|
0.2
|
|
|
2.2
|
|
|
416.4
|
|
|
|
|
418.8
|
|
||||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
313.8
|
|
|
$
|
—
|
|
|
$
|
315.8
|
|
(in millions)
|
April 3, 2015
|
|
December 31, 2014
|
||||
Beginning Balance
|
$
|
1,280.8
|
|
|
$
|
1,305.5
|
|
Non-cash transactions
|
|
|
|
||||
Deferred tax
|
(7.1
|
)
|
|
21.4
|
|
||
Equity based awards
|
1.9
|
|
|
13.8
|
|
||
Foreign currency and other
|
(0.2
|
)
|
|
5.1
|
|
||
Cash transactions
|
(135.7
|
)
|
|
(65.0
|
)
|
||
Ending Balance
|
$
|
1,139.7
|
|
|
$
|
1,280.8
|
|
(in millions)
|
April 3, 2015
|
|
December 31, 2014
|
||||
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
|
(259.3
|
)
|
|
(259.7
|
)
|
||
Senior Floating Rate Notes
|
—
|
|
|
125.0
|
|
||
Other
|
9.0
|
|
|
9.0
|
|
||
Total Parent Company debt
|
779.2
|
|
|
903.8
|
|
||
Less current maturities
|
—
|
|
|
125.0
|
|
||
Parent Company Long-term debt
|
$
|
779.2
|
|
|
$
|
778.8
|
|
(in millions)
|
Q1 2016
|
|
Q1 2017
|
|
Q1 2018
|
|
Q1 2019
|
|
Q1 2020
|
||||||||||
Debt maturities twelve month period ending
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Focusing on delivering increased returns from the Company's core strategic operations in North America, Latin America and Europe by leveraging economies of scale and capitalizing on the Company's leading positions across key markets where the Company has built long-standing customer relationships, efficient supply chains and a wide range of product offerings;
|
•
|
Simplifying the geographic portfolio and reducing operational complexity by continuing on a strategy to exit its operations in Africa and Asia Pacific;
|
•
|
Capitalizing on the Company's leading market positions to benefit from key end markets, such as electricity transmission and distribution, power generation and communications;
|
•
|
Strengthening and expanding customer relationships by providing a diverse product line coupled with a high level of quality and customer service;
|
•
|
Continuing to increase cash flow through operational excellence by leveraging the Company's operating systems, logistical expertise, Lean Six Sigma (“Lean”) manufacturing tools and techniques to increase margins as well as focusing on delivering improved returns through the Company's restructuring program;
|
•
|
Managing the Company's product portfolio by pursuing market share in fast growing and value added product lines, including the Company's position in turnkey projects, communications, transportation, industrial and specialty cables;
|
•
|
Leveraging the Company's diversity and intellectual property through the sharing of best practices across the organization; and
|
•
|
Maintaining high operational standards through compliance, sustainability, safety, and innovation.
|
•
|
Global demand and pricing are uneven as the tepid pace of the recovery continues to hamper growth in key end markets;
|
•
|
Currency volatility and continued political uncertainty in certain markets;
|
•
|
Volatility in the price of copper and aluminum;
|
•
|
Competitive price pressures in certain markets;
|
•
|
New commodity deposits are more difficult to find, harder and more expensive to extract, and lower in quantities;
|
•
|
End market demand in Latin America continues to be hampered by inconsistent construction spending and electrical infrastructure investment;
|
•
|
Recovery is slow in Europe and demand continues to be uneven for a broad spectrum of products in Europe;
|
•
|
The U.S. market has remained relatively stable compared to the uneven and challenging operating environments of the emerging economies;
|
•
|
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; and
|
•
|
Countries are seeking greater energy independence for political and economic reasons.
|
|
Three Fiscal Months Ended
|
||||||||||||
|
April 3, 2015
|
|
March 28, 2014
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Net sales
|
$
|
1,262.3
|
|
|
100.0
|
%
|
|
$
|
1,430.1
|
|
|
100.0
|
%
|
Cost of sales
|
1,141.6
|
|
|
90.4
|
%
|
|
1,298.0
|
|
|
90.8
|
%
|
||
Gross profit
|
120.7
|
|
|
9.6
|
%
|
|
132.1
|
|
|
9.2
|
%
|
||
Selling, general and administrative expenses
|
109.6
|
|
|
8.7
|
%
|
|
120.7
|
|
|
8.4
|
%
|
||
Goodwill impairment charge
|
3.2
|
|
|
0.3
|
%
|
|
155.1
|
|
|
10.8
|
%
|
||
Intangible asset impairment charges
|
—
|
|
|
—
|
%
|
|
93.4
|
|
|
6.5
|
%
|
||
Operating income (loss)
|
7.9
|
|
|
0.6
|
%
|
|
(237.1
|
)
|
|
(16.6
|
)%
|
||
Other income (expense)
|
(24.9
|
)
|
|
(2.0
|
)%
|
|
(97.7
|
)
|
|
(6.8
|
)%
|
||
Interest expense, net
|
(24.3
|
)
|
|
(1.9
|
)%
|
|
(26.2
|
)
|
|
(1.8
|
)%
|
||
Income (loss) before income taxes
|
(41.3
|
)
|
|
(3.3
|
)%
|
|
(361.0
|
)
|
|
(25.2
|
)%
|
||
Income tax (provision) benefit
|
0.2
|
|
|
—
|
%
|
|
21.4
|
|
|
1.5
|
%
|
||
Equity in net earnings of affiliated companies
|
0.2
|
|
|
—
|
%
|
|
0.2
|
|
|
—
|
%
|
||
Net income (loss) including noncontrolling interest
|
(40.9
|
)
|
|
(3.2
|
)%
|
|
(339.4
|
)
|
|
(23.7
|
)%
|
||
Less: net income (loss) attributable to noncontrolling interest
|
(2.8
|
)
|
|
(0.2
|
)%
|
|
(24.0
|
)
|
|
(1.7
|
)%
|
||
Net income (loss) attributable to Company common shareholders
|
$
|
(38.1
|
)
|
|
(3.0
|
)%
|
|
$
|
(315.4
|
)
|
|
(22.1
|
)%
|
|
Net Sales
Three Fiscal Months Ended
|
||||||||||||
|
April 3, 2015
|
|
March 28, 2014
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
638.2
|
|
|
51
|
%
|
|
$
|
594.7
|
|
|
42
|
%
|
Europe
|
261.8
|
|
|
21
|
%
|
|
323.1
|
|
|
23
|
%
|
||
Latin America
|
205.3
|
|
|
16
|
%
|
|
288.7
|
|
|
20
|
%
|
||
Africa/Asia Pacific
|
157.0
|
|
|
12
|
%
|
|
223.6
|
|
|
15
|
%
|
||
Total net sales
|
$
|
1,262.3
|
|
|
100
|
%
|
|
$
|
1,430.1
|
|
|
100
|
%
|
|
Metal-Adjusted Net Sales
Three Fiscal Months Ended
|
||||||||||||
|
April 3, 2015
|
|
March 28, 2014
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
638.2
|
|
|
51
|
%
|
|
$
|
568.4
|
|
|
42
|
%
|
Europe
|
261.8
|
|
|
21
|
%
|
|
306.8
|
|
|
23
|
%
|
||
Latin America
|
205.3
|
|
|
16
|
%
|
|
265.0
|
|
|
20
|
%
|
||
Africa/Asia Pacific
|
157.0
|
|
|
12
|
%
|
|
204.8
|
|
|
15
|
%
|
||
Total metal-adjusted net sales
|
$
|
1,262.3
|
|
|
100
|
%
|
|
$
|
1,345.0
|
|
|
100
|
%
|
Metal adjustment
|
—
|
|
|
|
|
85.1
|
|
|
|
||||
Total net sales
|
$
|
1,262.3
|
|
|
|
|
$
|
1,430.1
|
|
|
|
|
Metal Pounds Sold
Three Fiscal Months Ended
|
||||||||||
|
April 3, 2015
|
|
March 28, 2014
|
||||||||
|
Pounds
|
|
%
|
|
Pounds
|
|
%
|
||||
North America
|
146.1
|
|
|
50
|
%
|
|
134.7
|
|
|
44
|
%
|
Europe
|
41.7
|
|
|
14
|
%
|
|
51.4
|
|
|
16
|
%
|
Latin America
|
68.4
|
|
|
23
|
%
|
|
76.0
|
|
|
25
|
%
|
Africa/Asia Pacific
|
38.4
|
|
|
13
|
%
|
|
46.7
|
|
|
15
|
%
|
Total metal pounds sold
|
294.6
|
|
|
100
|
%
|
|
308.8
|
|
|
100
|
%
|
|
Operating Income (Loss)
|
||||||||||||
|
Three Fiscal Months Ended
|
||||||||||||
|
April 3, 2015
|
|
March 28, 2014
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
29.6
|
|
|
375
|
%
|
|
$
|
32.7
|
|
|
(14
|
)%
|
Europe
|
5.9
|
|
|
75
|
%
|
|
(10.3
|
)
|
|
4
|
%
|
||
Latin America
|
(15.9
|
)
|
|
(201
|
)%
|
|
(165.0
|
)
|
|
70
|
%
|
||
Africa/Asia Pacific
|
(11.7
|
)
|
|
(149
|
)%
|
|
(94.5
|
)
|
|
40
|
%
|
||
Total operating income (loss)
|
$
|
7.9
|
|
|
100
|
%
|
|
$
|
(237.1
|
)
|
|
100
|
%
|
Period
|
Total number of shares purchased
(1), (2)
|
Average price paid per share
|
|||
January 1, 2015 through January 30, 2015
|
2,019
|
|
$
|
13.07
|
|
January 31, 2015 through February 27, 2015
|
42,072
|
|
$
|
13.68
|
|
February 28, 2015 through April 3, 2015
|
10,068
|
|
$
|
15.72
|
|
Total
|
54,159
|
|
$
|
14.03
|
|
|
|
General Cable Corporation
|
||
|
|
|
|
|
Signed:
|
May 11, 2015
|
By:
|
|
/s/ BRIAN J. ROBINSON
|
|
|
|
|
Brian J. Robinson
|
|
|
|
|
Executive Vice President and Chief
|
|
|
|
|
Financial Officer
|
Exhibit No.
|
|
Description
|
|
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 March 25, 2015)
|
4.1
|
|
|
Third Supplemental Indenture for the 5.75% Senior Notes due 2022 dated as of March 30, 2015 (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 7, 2015)
|
10.1
|
|
|
Amendment No. 5 to Amended and Restated Credit Agreement, dated March 9, 2015 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, the several lenders and financial institutions party thereto, and JP Morgan Chase Bank, N.A, as Administrative Agent (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 13, 2015)
|
*10.2+
|
|
|
Form of Global Stock Unit Agreement for Executives under the General Cable Corporation 2005 Stock Incentive Plan
|
*10.3+
|
|
|
Form of Global Performance Stock Unit Agreement under the General Cable Corporation 2005 Stock Incentive Plan
|
*10.4+
|
|
|
Form of Long-Term Incentive Cash Award Agreement
|
*10.5+
|
|
|
Employment Offer Letter, dated November 28, 2012, between the Company and Peter Campbell
|
*10.6+
|
|
|
Severance Agreement, dated January 16, 2015 and revised as of March 6, 2015, between the Company and Peter Campbell
|
*10.7+
|
|
|
Employee Secondment Offer Letter, dated April 21, 2014, between the Company and Robert Kenny
|
*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
|
1.
|
Units
.
|
|
< Minimum
|
Minimum
|
Target
|
Maximum
|
2.
|
Units
.
|
|
< Minimum
|
Minimum
|
Target
|
Maximum
|
1
|
Base Salary and Incentives
|
2
|
Employment Date
|
3
|
General Employment Terms and Conditions
|
3.1
|
While working for the Company in Thailand, you shall be expected to conform to the employment conditions applicable to local practices and policies, along with normal office procedures applicable there, including working hours, public holidays etc.
|
3.2
|
This employment agreement established in Thailand supersedes all prior employment agreements with General Cable and its affiliate companies.
|
4
|
Benefits Package
|
4.1
|
Vacation
: You will be entitled to use up to four (4) weeks of paid vacation per year. Unused vacation may not be carried over into any subsequent year, nor will there be any payment made in lieu of unused vacation.
|
4.2
|
Housing
: You will be entitled to assistance related to housing costs (rent and utilities) in Bangkok, Thailand. You will be expected to locate a suitable property (with the local HR team available to assist you). The Company will pay a maximum amount for rent and utilities not to exceed 92,800 Thai Baht (USD 3,000) per month. Any expenses over and above this amount must be paid by you.
|
4.3
|
Medical
: Unless comparable or better benefits are offered at a local level, you and your family shall be covered by International Healthcare benefits and the benefits for you shall cover life and disability.
|
4.4
|
Retirement Plan
: You will be entitled to participate in the General Cable International Retirement Savings Plan. The Company will contribute 5% of your base salary into your account. If you elect to contribute at least 5% of your base salary, the Company will make an additional matching contribution of 2.5% of your base pay.
|
4.5
|
Company Car
: You will have the use of a Company vehicle with driver in accordance with the Company’s policies, including for personal use. All fuel costs incurred due to personal use will be paid by you directly. All other costs will be borne by the Company.
|
4.6
|
Children’s Education
: The Company shall provide tuition reimbursement for your children to attend private school through the local equivalent of high-school. This shall be paid for your two children by the local Company in Thailand and shall not exceed 727,560 Thai Baht (USD 23,500) per child per annum. The Company shall also pay any one-time application or entrance fees required to enrol your children in private school.
|
4.7
|
Travel Allowance
: The Company will provide or reimburse you up to 928,800 Thai Baht (USD 30,000) per year for the cost of air fare and travel for you, your spouse and/or your children to any destinations you or they choose. No cash payment will be made in lieu of any unused travel allowance.
|
4.8
|
Country Club:
You and your family shall have access to a Country Club in Thailand. This local Thai HR team shall handle all arrangements for you.
|
4.9
|
Visa:
The Company shall reimburse the cost of all required visas and/or work permits for you and for your family.
|
5
|
Emergency Leave
|
5.1
|
In the event of the death or critical illness of your parent, spouse, or child, or the death or critical illness of the parent or child of your spouse, the Company will provide you, your spouse and, at the discretion of local management, other eligible dependents with round trip air tickets between Thailand and the location of affected individual. You will be granted an appropriate amount of paid leave in conjunction with the emergency.
|
6
|
Tax Matters
|
6.1
|
You shall be responsible for complying with any and all applicable income tax regulations in any and all countries where you are required to pay taxes.
|
6.2
|
You shall be provided with tax return preparation assistance during the course of your employment in Thailand. The Company shall secure the services of a reputable accounting firm to prepare your legally required tax returns. It shall be your responsibility to provide all reasonable and necessary information requested and to ensure that your tax returns are accurate and filed when due.
|
6.3
|
At all times, you shall be responsible for the payment of any and all interest or penalties or other assessments associated with untimely or inaccurate submission of data in connection with any tax documentation.
|
7
|
Termination of Employment
|
7.1
|
Generally, and subject to all applicable law, either you or the Company can terminate this agreement at any time and for any reason by providing the other party with not less than thirty (30) days prior written notice;
provided
, however, that the Company may terminate this agreement immediately for cause, which shall include but not be limited to your non-performance of duties, breach of this agreement, violation of law, violation of the Company’s code of Ethics, or similar conduct.
|
7.2
|
If your employment is terminated by the Company for reasons other than cause, you shall be entitled economy class airfare and a shipment of household goods to the United Kingdom, per the Company’s policies. In such circumstances, you may be entitled to receive a severance payment, provided that you comply with the terms and conditions of the applicable Company policies.
|
7.3
|
Should your employment with the Company be terminated for cause (including but not limited to your non-performance), you and your family shall not be entitled to any relocation benefits or to any other termination payments, unless specifically required by applicable law.
|
7.4
|
As a condition of employment, you must agree to accept and comply with The Company’s Code of Ethics and Compliance Guidelines at all times.
|
1
|
Base Salary and Incentives
|
2
|
Secondment Date
|
3
|
General Employment Terms and Conditions
|
4
|
Confidentiality
|
5
|
Benefit Plans
|
5.1
|
You will continue to participate in the current US benefit plans which includes international medical coverage available for all General Cable salaried employees. Unless comparable or better benefits are offered at a local level, you and your family shall be covered by General Cable’s full complement of US benefits plans.
|
6
|
Secondment Package
|
6.1
|
You will be entitled to assistance related to housing costs (rent and utilities) in Barcelona Spain. You will be expected to locate a suitable property (with the local HR team available to assist you). The Company will pay a maximum amount for rent and utilities not to exceed EUR 3,500 (NET) per month. Any expenses over and above this amount must be paid by you.
|
6.2
|
You shall be entitled to a cost of living allowance related to goods and services based on family size of two. This allowance shall be US $41,500 per annum, paid in U.S. dollars, in equal instalments per pay period via the U.S. payroll, less applicable withholdings and taxes. Until such time your spouse moves to Spain (planned for summer of 2015), your cost of living adjustment will be $25,000 paid in U.S. dollars, in equal instalments per pay period via the U.S. payroll, less applicable withholdings and taxes.
|
6.3
|
For the first year of your assignment, and recognizing that your family will not initially move to Spain with you, the Company shall provide or reimburse you up to US$ 20,000 for the cost of air fare for you to return periodically to the US to visit family. Once your wife moves to Spain (targeted for summer of 2015), you shall be entitled to home leave or R&R annually for you and your wife. The Company shall provide or reimburse you up to US$12,000 for the cost of air fares and travel for you and your wife to either your point of origin in the United States or any destination of your choice. The travel days involved shall be in addition to your normal vacation entitlement. Should you not take this home leave in any year, no alternative personal travel shall be paid or cash payment in lieu of this provision made.
|
6.4
|
You and your wife shall be reimbursed for Spanish language training during the first year of your secondment should you elect to leverage such training.
|
6.5
|
You will be provided a company car in accordance with local market practices.
|
7
|
Emergency Leave
|
7.1
|
In the event of the death or critical illness of your parent or child, or the death or critical illness of the parent or child of your spouse, the Company will provide you and, at the discretion of local management, other eligible dependents with round trip air tickets between Spain and the location of affected individual. You will be granted an appropriate amount of paid leave in conjunction with the emergency.
|
8
|
Relocation – benefits to be provided summer of 2015 when your wife moves to Spain
|
8.1
|
You and your wife shall be entitled to one visit to Barcelona, Spain of one week in length to review housing for your family. All expenses shall be reimbursed in line with the Company’s business travel policy. This includes round-trip business class airfare, hotel, transportation and a daily per diem for incidentals. The Spain HR team shall assist you with preparation to maximize your visit.
|
8.2
|
Upon final relocation, you shall be provided with one-way air transportation from the United States to Barcelona, Spain to for you and your wife. While the company allows for business class, you have elected to fly economy.
|
8.3
|
You will be entitled to one month’s base salary (NET) to offset your relocation incidentals and this will be payable within one month of your move.
|
8.4
|
You shall be provided with an ocean freight shipment of household goods from point of origin, USA to Barcelona, Spain and you shall work to coordinate this shipment to coincide with your family’s arrival in Barcelona. Should you decide not to ship your household goods; General Cable will store your goods in the US for the duration of your assignment.
|
8.5
|
The Company will pay the cost to ship by air a limited amount of essential personal effects or a larger surface shipment of reasonable volume of both personal effects and household goods. It is advisable to stay within the following weights for air shipments: 500 lbs. for assignee and 250 lbs. per each child.
|
8.6
|
Any payment(s) or allowance(s) associated with your shipment shall be paid by the host company.
|
9
|
Tax Matters
|
9.1
|
You shall be provided with tax return preparation assistance during the course of your international assignment. Tax return preparation will be authorized in any country or jurisdiction where a tax filing obligation occurs due to business related travel. The authorized services shall include a consultation with an accounting firm selected by the Company in your home and host country locations.
|
9.2
|
You shall be tax equalized during your secondment Spain which means you shall have a hypothetical tax withheld from your earnings which is an estimate of your United States “stay-at-home” income tax and social tax liability. Additional taxes on your Company income that are associated with your living in Spain shall be covered by the Company. Any worldwide taxes associated with personal (non-Company) income will be your sole responsibility. The benefits of the foreign earned income exclusions and Company-paid foreign tax credits shall belong to the Company under tax equalization.
|
9.3
|
The Company shall secure the services of a reputable accounting firm to prepare your home and your host country tax returns. It shall be your responsibility to provide all information requested and to ensure that your tax returns are accurate and filed when due. You shall be responsible to provide in a timely manner, all reasonable and necessary information in the form and manner requested. At all times, you shall be responsible for the payment of any and all interest or penalties or other assessments associated with untimely or inaccurate submission of data in connection with any tax documentation.
|
10
|
Termination of Secondment/Employment
|
10.1
|
If your employment is involuntarily terminated and the circumstances of your termination entitle you to a severance pay allowance under the applicable company severance plan, the amount of your severance pay allowance shall be in accordance with General Cable policies and procedures.
|
10.2
|
If your secondment/employment is terminated by the Company for reasons other than cause, you shall be entitled to repatriation to your home country.
|
10.3
|
Should your employment with the Company be terminated for cause (including but not limited to your non-performance), you shall not be entitled to repatriation benefits.
|
|
Three months ended April 3, 2015
|
|
Year ended December 31,
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
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
|
$
|
(41.3
|
)
|
|
$
|
(636.1
|
)
|
|
$
|
27.0
|
|
|
$
|
86.9
|
|
|
$
|
91.4
|
|
|
$
|
108.1
|
|
Preferred stock dividend (pre-tax equivalent)
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Fixed charges
|
28.3
|
|
|
127.6
|
|
|
137.0
|
|
|
114.6
|
|
|
104.7
|
|
|
82.1
|
|
||||||
TOTAL EARNINGS, AS DEFINED
|
$
|
(13.0
|
)
|
|
$
|
(508.5
|
)
|
|
$
|
163.7
|
|
|
$
|
201.2
|
|
|
$
|
195.8
|
|
|
$
|
189.9
|
|
FIXED CHARGES, AS DEFINED
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
24.1
|
|
|
$
|
112.5
|
|
|
$
|
121.0
|
|
|
$
|
103.5
|
|
|
$
|
94.8
|
|
|
$
|
73.7
|
|
Amortization of capitalized expenses related to debt
|
1.1
|
|
|
3.8
|
|
|
3.9
|
|
|
3.3
|
|
|
4.4
|
|
|
3.3
|
|
||||||
Preferred stock dividend (pre-tax equivalent)
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Interest component of rent expense
|
3.1
|
|
|
11.3
|
|
|
11.8
|
|
|
7.5
|
|
|
5.2
|
|
|
4.8
|
|
||||||
TOTAL FIXED CHARGES, AS DEFINED
|
$
|
28.3
|
|
|
$
|
127.6
|
|
|
$
|
137.0
|
|
|
$
|
114.6
|
|
|
$
|
104.7
|
|
|
$
|
82.1
|
|
RATIO OF EARNINGS TO FIXED CHARGES
|
(0.5
|
)
|
|
(4.0
|
)
|
|
1.2
|
|
|
1.8
|
|
|
1.9
|
|
|
2.3
|
|
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;
|
|
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;
|
|
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;
|
|
d)
|
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;
|
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.
|
Date:
|
May 11, 2015
|
|
|
/s/ GREGORY B. KENNY
|
|
Gregory B. Kenny
|
|
President and Chief Executive Officer
|
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;
|
|
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;
|
|
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;
|
|
d)
|
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;
|
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.
|
Date:
|
May 11, 2015
|
|
|
/s/ BRIAN J. ROBINSON
|
|
Brian J. Robinson
|
|
Executive Vice President and Chief Financial Officer
|
1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Date:
|
May 11, 2015
|
|
/s/ GREGORY B. KENNY
|
|
|
|
Gregory B. Kenny
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Date:
|
May 11, 2015
|
|
/s/ BRIAN J. ROBINSON
|
|
|
|
Brian J. Robinson
|
|
|
|
Executive Vice President and Chief Financial Officer
|