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 August 3, 2015
|
Common Stock, $0.01 par value
|
48,921,307
|
|
|
PAGE
|
PART I
|
Financial Information
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
PART II
|
Other Information
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
Three Fiscal Months Ended
|
|
Six Fiscal Months Ended
|
||||||||||||
|
July 3,
2015 |
|
June 27,
2014 |
|
July 3,
2015 |
|
June 27,
2014 |
||||||||
Net sales
|
$
|
1,113.4
|
|
|
$
|
1,387.3
|
|
|
$
|
2,284.5
|
|
|
$
|
2,688.8
|
|
Cost of sales
|
990.2
|
|
|
1,261.1
|
|
|
2,047.6
|
|
|
2,444.8
|
|
||||
Gross profit
|
123.2
|
|
|
126.2
|
|
|
236.9
|
|
|
244.0
|
|
||||
Selling, general and administrative expenses
|
97.8
|
|
|
101.3
|
|
|
195.3
|
|
|
209.3
|
|
||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
93.5
|
|
||||
Intangible asset impairment charges
|
1.7
|
|
|
2.1
|
|
|
1.7
|
|
|
75.0
|
|
||||
Operating income (loss)
|
23.7
|
|
|
22.8
|
|
|
39.9
|
|
|
(133.8
|
)
|
||||
Other income (expense)
|
(6.0
|
)
|
|
3.4
|
|
|
(31.8
|
)
|
|
(92.8
|
)
|
||||
Interest income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(25.3
|
)
|
|
(29.1
|
)
|
|
(49.7
|
)
|
|
(55.9
|
)
|
||||
Interest income
|
0.5
|
|
|
0.6
|
|
|
1.0
|
|
|
1.5
|
|
||||
|
(24.8
|
)
|
|
(28.5
|
)
|
|
(48.7
|
)
|
|
(54.4
|
)
|
||||
Income (loss) before income taxes
|
(7.1
|
)
|
|
(2.3
|
)
|
|
(40.6
|
)
|
|
(281.0
|
)
|
||||
Income tax (provision) benefit
|
5.5
|
|
|
(11.8
|
)
|
|
4.1
|
|
|
4.3
|
|
||||
Equity in net earnings of affiliated companies
|
—
|
|
|
0.4
|
|
|
0.2
|
|
|
0.6
|
|
||||
Net income (loss) from continuing operations
|
(1.6
|
)
|
|
(13.7
|
)
|
|
(36.3
|
)
|
|
(276.1
|
)
|
||||
Net income (loss) from discontinued operations, net of taxes
|
(6.8
|
)
|
|
(9.0
|
)
|
|
(13.0
|
)
|
|
(86.0
|
)
|
||||
Net income (loss) including noncontrolling interest
|
(8.4
|
)
|
|
(22.7
|
)
|
|
(49.3
|
)
|
|
(362.1
|
)
|
||||
Less: net income (loss) attributable to noncontrolling interest
|
(1.5
|
)
|
|
2.1
|
|
|
(4.3
|
)
|
|
(21.9
|
)
|
||||
Net income (loss) attributable to Company common shareholders
|
$
|
(6.9
|
)
|
|
$
|
(24.8
|
)
|
|
$
|
(45.0
|
)
|
|
$
|
(340.2
|
)
|
Earnings (loss) per share - Earnings (loss) from continuing operations attributable to Company common shareholders per common share
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share-basic
|
$
|
(0.03
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(5.56
|
)
|
Earnings (loss) per common share-assuming dilution
|
$
|
(0.03
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(5.56
|
)
|
Earnings (loss) per share - Earnings (loss) from discontinued operations attributable to Company common shareholders per common share
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share-basic
|
$
|
(0.11
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(1.40
|
)
|
Earnings (loss) per common share-assuming dilution
|
$
|
(0.11
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(1.40
|
)
|
Earnings (loss) per share - Net income (loss) attributable to Company common shareholders per common share
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share-basic
|
$
|
(0.14
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(6.96
|
)
|
Earnings (loss) per common share-assuming dilution
|
$
|
(0.14
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(6.96
|
)
|
Dividends per common share
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.36
|
|
|
$
|
0.36
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(8.4
|
)
|
|
$
|
(22.7
|
)
|
|
$
|
(49.3
|
)
|
|
$
|
(362.1
|
)
|
Currency translation gain (loss)
|
(13.6
|
)
|
|
9.0
|
|
|
(58.2
|
)
|
|
(1.8
|
)
|
||||
Defined benefit plan adjustments, net of tax of $1.0 million and $2.5 million in the three and six months ended July 3, 2015 and $2.1 million and $2.6 million in the three and six months ended June 27, 2014
|
1.8
|
|
|
4.2
|
|
|
4.8
|
|
|
5.1
|
|
||||
Comprehensive income (loss), net of tax
|
(20.2
|
)
|
|
(9.5
|
)
|
|
(102.7
|
)
|
|
(358.8
|
)
|
||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
(2.3
|
)
|
|
0.8
|
|
|
(8.7
|
)
|
|
(24.2
|
)
|
||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(17.9
|
)
|
|
$
|
(10.3
|
)
|
|
$
|
(94.0
|
)
|
|
$
|
(334.6
|
)
|
|
July 3,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
102.3
|
|
|
$
|
136.7
|
|
Receivables, net of allowances of $16.5 million at July 3, 2015 and $20.3 million at December 31, 2014
|
857.3
|
|
|
895.1
|
|
||
Inventories
|
897.8
|
|
|
926.6
|
|
||
Deferred income taxes
|
36.3
|
|
|
24.0
|
|
||
Prepaid expenses and other
|
67.7
|
|
|
99.9
|
|
||
Current assets of discontinued operations
|
252.7
|
|
|
313.8
|
|
||
Total current assets
|
2,214.1
|
|
|
2,396.1
|
|
||
Property, plant and equipment, net
|
604.0
|
|
|
670.7
|
|
||
Deferred income taxes
|
27.4
|
|
|
18.4
|
|
||
Goodwill
|
23.3
|
|
|
22.8
|
|
||
Intangible assets, net
|
44.0
|
|
|
50.5
|
|
||
Unconsolidated affiliated companies
|
8.7
|
|
|
17.5
|
|
||
Other non-current assets
|
62.6
|
|
|
70.8
|
|
||
Non-current assets of discontinued operations
|
106.0
|
|
|
119.9
|
|
||
Total assets
|
$
|
3,090.1
|
|
|
$
|
3,366.7
|
|
Liabilities and Total Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
625.7
|
|
|
$
|
552.7
|
|
Accrued liabilities
|
338.0
|
|
|
379.9
|
|
||
Current portion of long-term debt
|
217.9
|
|
|
391.6
|
|
||
Current liabilities of discontinued operations
|
128.5
|
|
|
158.6
|
|
||
Total current liabilities
|
1,310.1
|
|
|
1,482.8
|
|
||
Long-term debt
|
969.5
|
|
|
933.9
|
|
||
Deferred income taxes
|
182.7
|
|
|
178.3
|
|
||
Other liabilities
|
206.3
|
|
|
228.7
|
|
||
Non-current liabilities of discontinued operations
|
15.5
|
|
|
16.0
|
|
||
Total liabilities
|
2,684.1
|
|
|
2,839.7
|
|
||
Commitments and contingencies (see Note 18)
|
|
|
|
||||
Redeemable noncontrolling interest
|
18.2
|
|
|
13.8
|
|
||
Total equity:
|
|
|
|
||||
Common stock, $0.01 par value, issued and outstanding shares:
|
|
|
|
||||
July 3, 2015 – 48,890,423 (net of 9,919,543 treasury shares)
|
|
|
|
||||
December 31, 2014 – 48,683,493 (net of 10,126,473 treasury shares)
|
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
713.5
|
|
|
714.8
|
|
||
Treasury stock
|
(180.3
|
)
|
|
(184.3
|
)
|
||
Retained earnings
|
121.7
|
|
|
184.4
|
|
||
Accumulated other comprehensive income (loss)
|
(312.4
|
)
|
|
(263.4
|
)
|
||
Total Company shareholders’ equity
|
343.1
|
|
|
452.1
|
|
||
Noncontrolling interest
|
44.7
|
|
|
61.1
|
|
||
Total equity
|
387.8
|
|
|
513.2
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
3,090.1
|
|
|
$
|
3,366.7
|
|
|
Six Fiscal Months Ended
|
||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||
Cash flows of operating activities:
|
|
|
|
||||
Net income (loss) from continuing operations including noncontrolling interest
|
$
|
(36.3
|
)
|
|
$
|
(276.1
|
)
|
Adjustments to reconcile net income (loss) to net cash flows of operating activities:
|
|
|
|
||||
Depreciation and amortization
|
47.4
|
|
|
57.8
|
|
||
Amortization of restricted stock awards
|
—
|
|
|
0.8
|
|
||
Foreign currency exchange (gain) loss
|
29.4
|
|
|
86.6
|
|
||
Deferred income taxes
|
(11.3
|
)
|
|
(11.6
|
)
|
||
Excess tax (benefits) deficiencies from stock-based compensation
|
—
|
|
|
0.1
|
|
||
Non-cash asset impairment charges
|
12.2
|
|
|
183.6
|
|
||
Convertible debt instruments non-cash interest charges
|
0.9
|
|
|
0.8
|
|
||
(Gain) loss on disposal of subsidiaries
|
10.8
|
|
|
—
|
|
||
(Gain) loss on disposal of property
|
1.3
|
|
|
3.5
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
||||
(Increase) decrease in receivables
|
(13.1
|
)
|
|
(107.8
|
)
|
||
(Increase) decrease in inventories
|
(24.4
|
)
|
|
(81.5
|
)
|
||
(Increase) decrease in other assets
|
26.1
|
|
|
8.9
|
|
||
Increase (decrease) in accounts payable, accrued and other liabilities
|
85.8
|
|
|
39.4
|
|
||
Net cash flows of operating activities from continuing operations
|
128.8
|
|
|
(95.5
|
)
|
||
Net cash flows of operating activities from discontinued operations
|
0.7
|
|
|
(14.8
|
)
|
||
Net cash flows of operating activities
|
129.5
|
|
|
(110.3
|
)
|
||
Cash flows of investing activities:
|
|
|
|
||||
Capital expenditures
|
(30.3
|
)
|
|
(41.9
|
)
|
||
Proceeds from properties sold
|
0.3
|
|
|
0.8
|
|
||
Disposal of subsidiaries, net of cash disposed of
|
22.7
|
|
|
—
|
|
||
Other
|
0.3
|
|
|
—
|
|
||
Net cash flows of investing activities from continuing operations
|
(7.0
|
)
|
|
(41.1
|
)
|
||
Net cash flows of investing activities from discontinued operations
|
(4.4
|
)
|
|
(3.5
|
)
|
||
Net cash flows of investing activities
|
(11.4
|
)
|
|
(44.6
|
)
|
||
Cash flows of financing activities:
|
|
|
|
||||
Dividends paid to shareholders
|
(17.7
|
)
|
|
(17.8
|
)
|
||
Excess tax benefits (deficiencies) from stock-based compensation
|
—
|
|
|
(0.1
|
)
|
||
Proceeds from debt
|
1,839.8
|
|
|
1,147.6
|
|
||
Repayments of debt
|
(1,949.7
|
)
|
|
(976.4
|
)
|
||
Purchase of noncontrolling interest
|
—
|
|
|
(0.3
|
)
|
||
Dividends paid to noncontrolling interest
|
(0.1
|
)
|
|
(0.7
|
)
|
||
Repurchase of common shares
|
—
|
|
|
(30.7
|
)
|
||
Proceeds from exercise of stock options
|
0.2
|
|
|
0.1
|
|
||
Net cash flows of financing activities from continuing operations
|
(127.5
|
)
|
|
121.7
|
|
||
Net cash flows of financing activities from discontinued operations
|
(3.4
|
)
|
|
(1.0
|
)
|
||
Net cash flows of financing activities
|
(130.9
|
)
|
|
120.7
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(38.2
|
)
|
|
(85.5
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(51.0
|
)
|
|
(119.7
|
)
|
||
Cash and cash equivalents – beginning of period
|
205.8
|
|
|
418.8
|
|
||
Cash and cash equivalents – end of period
|
$
|
154.8
|
|
|
$
|
299.1
|
|
Less cash and cash equivalents of discontinued operations
|
52.5
|
|
|
69.0
|
|
||
Cash and cash equivalents of continuing operations – end of period
|
102.3
|
|
|
230.1
|
|
||
Supplemental Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income tax payments from continuing operations, net of refunds
|
$
|
7.0
|
|
|
$
|
12.0
|
|
Interest paid from continuing operations
|
$
|
44.5
|
|
|
$
|
53.9
|
|
Non-cash investing and financing activities from continuing operations:
|
|
|
|
||||
Capital expenditures included in accounts payable
|
$
|
11.7
|
|
|
$
|
10.3
|
|
|
|
|
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)
|
(102.7
|
)
|
|
|
|
|
|
|
|
(45.0
|
)
|
|
(49.0
|
)
|
|
(8.7
|
)
|
||||||||||
Common stock dividend
|
(17.7
|
)
|
|
|
|
|
|
|
|
(17.7
|
)
|
|
|
|
|
||||||||||||
Excess tax benefit (deficiency) from stock based compensation
|
(1.5
|
)
|
|
|
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends paid to noncontrolling interest
|
(2.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(2.3
|
)
|
||||||||||||
Sale of noncontrolling interests related to Fiji operations
|
(5.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.4
|
)
|
|||||||||||
Other – issuance pursuant to restricted stock, stock options and other
|
4.2
|
|
|
|
|
0.2
|
|
|
4.0
|
|
|
|
|
|
|
|
|
||||||||||
Balance, July 3, 2015
|
$
|
387.8
|
|
|
$
|
0.6
|
|
|
$
|
713.5
|
|
|
$
|
(180.3
|
)
|
|
$
|
121.7
|
|
|
$
|
(312.4
|
)
|
|
$
|
44.7
|
|
|
|
|
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)
|
(358.8
|
)
|
|
|
|
|
|
|
|
(340.2
|
)
|
|
5.6
|
|
|
(24.2
|
)
|
||||||||||
Common stock dividend
|
(17.8
|
)
|
|
|
|
|
|
|
|
(17.8
|
)
|
|
|
|
|
||||||||||||
Excess tax benefit (deficiency) from stock based compensation
|
(0.1
|
)
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase of noncontrolling interest
|
(0.3
|
)
|
|
|
|
(1.5
|
)
|
|
|
|
|
|
|
|
1.2
|
|
|||||||||||
Dividends paid to noncontrolling interest
|
(3.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.1
|
)
|
|||||||||||
Repurchase of common shares
|
(30.7
|
)
|
|
|
|
|
|
(30.7
|
)
|
|
|
|
|
|
|
||||||||||||
Other – issuance pursuant to restricted stock, stock options and other
|
7.5
|
|
|
|
|
6.8
|
|
|
0.7
|
|
|
|
|
|
|
|
|
||||||||||
Balance, June 27, 2014
|
$
|
976.5
|
|
|
$
|
0.6
|
|
|
$
|
704.8
|
|
|
$
|
(185.3
|
)
|
|
$
|
489.4
|
|
|
$
|
(106.5
|
)
|
|
$
|
73.5
|
|
2.
|
Accounting Standards
|
|
Three Fiscal Months Ended
|
|
Six Fiscal Months Ended
|
||||||||||||
|
July 3,
2015 |
|
June 27,
2014 |
|
July 3,
2015 |
|
June 27,
2014 |
||||||||
Net sales
|
$
|
89.5
|
|
|
$
|
144.0
|
|
|
$
|
180.6
|
|
|
$
|
272.6
|
|
Cost of sales
|
81.2
|
|
|
138.4
|
|
|
165.3
|
|
|
252.7
|
|
||||
Gross profit
|
8.3
|
|
|
5.6
|
|
|
15.3
|
|
|
19.9
|
|
||||
Selling, general and administrative expenses
|
13.1
|
|
|
14.3
|
|
|
25.1
|
|
|
27.0
|
|
||||
Goodwill and intangible asset impairment charges
|
—
|
|
|
—
|
|
|
3.2
|
|
|
82.1
|
|
||||
Operating income (loss)
|
(4.8
|
)
|
|
(8.7
|
)
|
|
(13.0
|
)
|
|
(89.2
|
)
|
||||
Other income (expense)
|
(2.1
|
)
|
|
0.2
|
|
|
(1.2
|
)
|
|
(1.3
|
)
|
||||
Interest expense, net
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|
(0.5
|
)
|
||||
Income (loss) before income taxes
|
(7.3
|
)
|
|
(8.7
|
)
|
|
(15.2
|
)
|
|
(91.0
|
)
|
||||
Income tax (provision) benefit
|
0.5
|
|
|
(0.3
|
)
|
|
2.1
|
|
|
5.0
|
|
||||
Equity in net earnings of affiliated companies
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Net income (loss) including noncontrolling interest
|
$
|
(6.8
|
)
|
|
$
|
(9.0
|
)
|
|
$
|
(13.0
|
)
|
|
$
|
(86.0
|
)
|
|
July 3, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
52.5
|
|
|
$
|
69.1
|
|
Receivables, net of allowances
|
84.6
|
|
|
111.9
|
|
||
Inventories
|
89.0
|
|
|
92.2
|
|
||
Deferred income taxes
|
8.6
|
|
|
8.4
|
|
||
Prepaid expenses and other
|
18.0
|
|
|
32.2
|
|
||
Total current assets
|
252.7
|
|
|
313.8
|
|
||
Property, plant and equipment, net
|
80.2
|
|
|
87.7
|
|
||
Deferred income taxes
|
5.9
|
|
|
6.4
|
|
||
Goodwill
|
—
|
|
|
3.3
|
|
||
Intangible assets, net
|
12.5
|
|
|
14.6
|
|
||
Other non-current assets
|
7.4
|
|
|
7.9
|
|
||
Total assets
|
$
|
358.7
|
|
|
$
|
433.7
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
97.6
|
|
|
$
|
119.4
|
|
Accrued liabilities
|
20.2
|
|
|
27.3
|
|
||
Current portion of long-term debt
|
10.7
|
|
|
11.9
|
|
||
Total current liabilities
|
128.5
|
|
|
158.6
|
|
||
Deferred income taxes
|
4.5
|
|
|
4.7
|
|
||
Other liabilities
|
11.0
|
|
|
11.3
|
|
||
Total liabilities
|
$
|
144.0
|
|
|
$
|
174.6
|
|
|
Employee Separation Costs
|
Asset-Related Costs
|
Other Costs
|
Total
|
||||||||
Total expected restructuring charges
|
$
|
65.0
|
|
$
|
120.0
|
|
$
|
25.0
|
|
$
|
210.0
|
|
Balance, December 31, 2014
|
$
|
32.4
|
|
$
|
—
|
|
$
|
1.0
|
|
$
|
33.4
|
|
Net provisions
|
12.2
|
|
14.0
|
|
8.9
|
|
35.1
|
|
||||
Net benefits charged against the assets
|
(2.7
|
)
|
(14.0
|
)
|
(3.9
|
)
|
(20.6
|
)
|
||||
Payments
|
(13.5
|
)
|
—
|
|
(4.0
|
)
|
(17.5
|
)
|
||||
Foreign currency translation
|
(2.6
|
)
|
—
|
|
(0.1
|
)
|
(2.7
|
)
|
||||
Balance, July 3, 2015
|
$
|
25.8
|
|
$
|
—
|
|
$
|
1.9
|
|
$
|
27.7
|
|
Total aggregate costs to date
|
$
|
50.5
|
|
$
|
118.2
|
|
$
|
17.5
|
|
$
|
186.2
|
|
Remaining expected restructuring charges
|
$
|
14.5
|
|
$
|
1.8
|
|
$
|
7.5
|
|
$
|
23.8
|
|
5.
|
Other Income (Expense)
|
(in millions)
|
July 3, 2015
|
|
December 31, 2014
|
||||
Raw materials
|
$
|
197.3
|
|
|
$
|
206.6
|
|
Work in process
|
140.1
|
|
|
144.4
|
|
||
Finished goods
|
560.4
|
|
|
575.6
|
|
||
Total
|
$
|
897.8
|
|
|
$
|
926.6
|
|
|
July 3, 2015
|
|
December 31, 2014
|
||||
Land
|
$
|
52.8
|
|
|
$
|
60.3
|
|
Buildings and leasehold improvements
|
218.8
|
|
|
228.6
|
|
||
Machinery, equipment and office furnishings
|
784.8
|
|
|
819.9
|
|
||
Construction in progress
|
38.1
|
|
|
35.3
|
|
||
Total gross book value
|
1,094.5
|
|
|
1,144.1
|
|
||
Less accumulated depreciation
|
(490.5
|
)
|
|
(473.4
|
)
|
||
Total net book value
|
$
|
604.0
|
|
|
$
|
670.7
|
|
|
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
|
|
|
$
|
2.8
|
|
|
$
|
22.8
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
Currency translation and other adjustments
|
(0.2
|
)
|
|
0.9
|
|
|
(0.2
|
)
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Goodwill and indefinite-lived asset impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, July 3, 2015
|
$
|
16.8
|
|
|
$
|
3.9
|
|
|
$
|
2.6
|
|
|
$
|
23.3
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
July 3, 2015
|
|
December 31, 2014
|
||||
Amortized intangible assets:
|
|
|
|
||||
Amortized intangible assets
|
$
|
129.4
|
|
|
$
|
131.0
|
|
Accumulated amortization
|
(83.1
|
)
|
|
(78.1
|
)
|
||
Foreign currency translation adjustment
|
(3.0
|
)
|
|
(3.1
|
)
|
||
Amortized intangible assets, net
|
$
|
43.3
|
|
|
$
|
49.8
|
|
9.
|
Long-Term Debt
|
(in millions)
|
July 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
|
(258.8
|
)
|
|
(259.7
|
)
|
||
Senior Floating Rate Notes due 2015 ("Senior Floating Rate Notes")
|
—
|
|
|
125.0
|
|
||
Asset-Based Revolving Credit Facility ("Revolving Credit Facility")
|
180.1
|
|
|
136.8
|
|
||
Other
|
9.1
|
|
|
9.0
|
|
||
Europe debt
|
9.1
|
|
|
10.5
|
|
||
Latin America credit facilities
|
185.6
|
|
|
238.6
|
|
||
Africa/Asia Pacific credit facilities
|
32.8
|
|
|
35.8
|
|
||
Total debt
|
1,187.4
|
|
|
1,325.5
|
|
||
Less current maturities
|
217.9
|
|
|
391.6
|
|
||
Long-term debt
|
$
|
969.5
|
|
|
$
|
933.9
|
|
|
5.75% Senior Notes
|
||||||
(in millions)
|
July 3, 2015
|
|
December 31, 2014
|
||||
Face Value
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Fair Value (Level 2)
|
559.5
|
|
|
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)
|
July 3, 2015
|
|
December 31, 2014
|
||||
Face value
|
$
|
429.5
|
|
|
$
|
429.5
|
|
Debt discount
|
(258.8
|
)
|
|
(259.7
|
)
|
||
Book value
|
170.7
|
|
|
169.8
|
|
||
Fair value (Level 1)
|
356.5
|
|
|
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)
|
July 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)
|
July 3, 2015
|
|
December 31, 2014
|
||||
Outstanding borrowings
|
$
|
180.1
|
|
|
$
|
136.8
|
|
Total credit under facility
|
1,000.0
|
|
|
1,000.0
|
|
||
Undrawn availability
(1)
|
375.3
|
|
|
425.0
|
|
||
Interest rate
|
2.5
|
%
|
|
2.1
|
%
|
||
Outstanding letters of credit
|
$
|
41.2
|
|
|
$
|
58.5
|
|
Original issuance
|
July 2011
|
||||||
Maturity date
|
Sept 2018
|
10.
|
Financial Instruments
|
|
July 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
|
$
|
96.8
|
|
|
$
|
0.6
|
|
|
$
|
3.3
|
|
|
$
|
104.0
|
|
|
$
|
0.5
|
|
|
$
|
3.7
|
|
Foreign currency exchange
|
104.0
|
|
|
0.6
|
|
|
4.4
|
|
|
110.3
|
|
|
3.7
|
|
|
4.1
|
|
||||||
|
|
|
$
|
1.2
|
|
|
$
|
7.7
|
|
|
|
|
$
|
4.2
|
|
|
$
|
7.8
|
|
(1)
|
Balance recorded in “Prepaid expenses and other” and “Other non-current assets”
|
(2)
|
Balance recorded in “Accrued liabilities” and “Other liabilities”
|
11.
|
Income Taxes
|
•
|
No tax benefits being available for the
$22.8 million
Venezuelan currency devaluation loss and foreign currency loss in Venezuela, and
|
•
|
No tax benefit being recognized on
$53.0 million
of operational losses incurred in jurisdictions where valuation allowances are recorded against net deferred tax assets.
|
•
|
$6.5 million
of tax benefits associated with the net release of uncertain tax position reserves,
|
•
|
$4.3 million
of tax benefits associated with valuation allowance releases, and
|
•
|
$11.9 million
of tax benefits associated with the recording of a deferred tax asset on the outside tax over book basis in the shares of Thailand businesses resulting from the pending sale of those businesses in the third quarter of 2015.
|
•
|
No tax benefits being available for the
$83.1 million
Venezuelan currency devaluation loss,
|
•
|
A relatively small tax benefit of
$13.9 million
was recorded on
$184.5 million
pre-tax charges related to asset impairments, and
|
•
|
No tax benefit being recognized on
$38.1 million
of operational losses incurred in jurisdictions where valuation allowances are recorded against net deferred tax assets.
|
•
|
$4.6 million
of tax benefits associated with the net release of uncertain tax position reserves.
|
12.
|
Employee Benefit Plans
|
|
Three Fiscal Months Ended
|
||||||||||||||
|
July 3, 2015
|
|
June 27, 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
|
|
|
1.6
|
|
||||
Expected return on plan assets
|
(2.6
|
)
|
|
(0.7
|
)
|
|
(2.6
|
)
|
|
(0.8
|
)
|
||||
Amortization of prior service cost
|
—
|
|
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
||||
Amortization of net loss
|
1.9
|
|
|
0.7
|
|
|
1.2
|
|
|
0.1
|
|
||||
Settlement loss
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
||||
Net pension expense
|
$
|
1.5
|
|
|
$
|
2.8
|
|
|
$
|
1.2
|
|
|
$
|
7.1
|
|
|
Six Fiscal Months Ended
|
||||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||||||
|
U.S.
Plans |
|
Non-U.S.
Plans |
|
U.S.
Plans |
|
Non-U.S.
Plans |
||||||||
Service cost
|
$
|
0.8
|
|
|
$
|
3.0
|
|
|
$
|
1.0
|
|
|
$
|
2.8
|
|
Interest cost
|
3.6
|
|
|
2.2
|
|
|
4.0
|
|
|
3.3
|
|
||||
Expected return on plan assets
|
(5.2
|
)
|
|
(1.4
|
)
|
|
(5.3
|
)
|
|
(1.6
|
)
|
||||
Amortization of prior service cost
|
—
|
|
|
0.4
|
|
|
0.1
|
|
|
0.6
|
|
||||
Amortization of net loss
|
3.8
|
|
|
1.4
|
|
|
2.4
|
|
|
0.2
|
|
||||
Settlement loss
|
—
|
|
|
0.9
|
|
|
—
|
|
|
4.5
|
|
||||
Net pension expense
|
$
|
3.0
|
|
|
$
|
6.5
|
|
|
$
|
2.2
|
|
|
$
|
9.8
|
|
13.
|
Accumulated Other Comprehensive Income
|
|
July 3, 2015
|
|
December 31, 2014
|
||||||||||||
|
Company
Common
Shareholders
|
|
Noncontrolling
Interest
|
|
Company
Common
Shareholders
|
|
Noncontrolling
Interest
|
||||||||
Foreign currency translation adjustment
|
$
|
(238.9
|
)
|
|
$
|
(8.2
|
)
|
|
$
|
(185.1
|
)
|
|
$
|
(3.8
|
)
|
Pension adjustments, net of tax
|
(73.5
|
)
|
|
(2.9
|
)
|
|
(78.3
|
)
|
|
(2.9
|
)
|
||||
Accumulated other comprehensive income (loss)
|
$
|
(312.4
|
)
|
|
$
|
(11.1
|
)
|
|
$
|
(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
|
(65.2
|
)
|
|
—
|
|
|
(65.2
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
11.4
|
|
|
4.8
|
|
|
16.2
|
|
|||
Net current - period other comprehensive income (loss)
|
(53.8
|
)
|
|
4.8
|
|
|
(49.0
|
)
|
|||
Balance, July 3, 2015
|
$
|
(238.9
|
)
|
|
$
|
(73.5
|
)
|
|
$
|
(312.4
|
)
|
|
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
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
||||
Net current - period other comprehensive income (loss)
|
0.6
|
|
|
5.0
|
|
|
—
|
|
|
5.6
|
|
||||
Balance, June 27, 2014
|
$
|
(66.5
|
)
|
|
$
|
(47.6
|
)
|
|
$
|
7.6
|
|
|
$
|
(106.5
|
)
|
|
|
Three Fiscal Months Ended
|
Six Fiscal Months Ended
|
|
||||
|
|
July 3, 2015
|
July 3, 2015
|
|
||||
|
|
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 subsidiaries
|
|
$
|
5.2
|
|
$
|
11.4
|
|
SG&A
|
Amortization of defined pension items, net of tax:
|
|
|
|
|
||||
Prior service cost
|
|
$
|
0.1
|
|
$
|
0.2
|
|
SG&A
|
Net loss
|
|
1.7
|
|
3.4
|
|
SG&A
|
||
Settlement loss
|
|
—
|
|
1.2
|
|
SG&A
|
||
Total - Pension Items
|
|
$
|
1.8
|
|
$
|
4.8
|
|
|
Total
|
|
$
|
7.0
|
|
$
|
16.2
|
|
|
|
Three Fiscal Months Ended
|
|
Six Fiscal Months Ended
|
|
||||
|
June 27, 2014
|
|
June 27, 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
|
|
|
$
|
0.4
|
|
SG&A
|
Net loss
|
0.7
|
|
|
1.4
|
|
SG&A
|
||
Settlement loss
|
3.2
|
|
|
3.2
|
|
SG&A
|
||
Total - Pension Items
|
$
|
4.1
|
|
|
$
|
5.0
|
|
|
Total
|
$
|
4.1
|
|
|
$
|
5.0
|
|
|
16.
|
Earnings (Loss) Per Common Share
|
|
Three Fiscal Months Ended
|
|
Six Fiscal Months Ended
|
||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
|
July 3, 2015
|
|
June 27, 2014
|
||||||||
Amounts attributable to the Company – basic and diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
$
|
(1.6
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
(36.3
|
)
|
|
$
|
(276.1
|
)
|
Less: net income (loss) attributable to continuing operations noncontrolling interest
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|
(4.0
|
)
|
||||
Net income (loss) from continuing operations
attributable to Company common shareholders
|
$
|
(1.4
|
)
|
|
$
|
(13.5
|
)
|
|
$
|
(35.3
|
)
|
|
$
|
(272.1
|
)
|
Net income (loss) from discontinued operations
|
(6.8
|
)
|
|
(9.0
|
)
|
|
(13.0
|
)
|
|
(86.0
|
)
|
||||
Less: net income (loss) attributable to discontinued operations noncontrolling interest
|
(1.3
|
)
|
|
2.3
|
|
|
(3.3
|
)
|
|
(17.9
|
)
|
||||
Net income (loss) from discontinued operations attributable to Company common shareholders
|
$
|
(5.5
|
)
|
|
$
|
(11.3
|
)
|
|
$
|
(9.7
|
)
|
|
$
|
(68.1
|
)
|
Net income (loss) attributable to Company common shareholders
(1)
|
$
|
(6.9
|
)
|
|
$
|
(24.8
|
)
|
|
$
|
(45.0
|
)
|
|
$
|
(340.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding for basic EPS computation
(2)
|
48.9
|
|
|
48.7
|
|
|
48.8
|
|
|
48.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share calculation - basic:
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from continuing operations attributable to Company common shareholders per common share – basic
(3)
|
$
|
(0.03
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(5.56
|
)
|
Earnings (loss) from discontinued operations attributable to Company common shareholders per common share – basic
|
$
|
(0.11
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(1.40
|
)
|
Earnings (loss) per common share attributable to Company common shareholders – basic
(3)
|
$
|
(0.14
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(6.96
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding including nonvested shares
|
48.9
|
|
|
48.7
|
|
|
48.8
|
|
|
48.9
|
|
||||
Weighted average shares outstanding for diluted EPS computation
(2)
|
48.9
|
|
|
48.7
|
|
|
48.8
|
|
|
48.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share calculation - dilution:
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from continuing operations attributable to Company common shareholders per common share – assuming dilution
|
$
|
(0.03
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(5.56
|
)
|
Earnings (loss) from discontinued operations attributable to Company common shareholders per common share – assuming dilution
|
(0.11
|
)
|
|
(0.23
|
)
|
|
(0.20
|
)
|
|
(1.40
|
)
|
||||
Earnings (loss) per common share attributable to Company common shareholders – assuming dilution
|
$
|
(0.14
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(6.96
|
)
|
(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
|
|
Six Fiscal Months Ended
|
||||||||||||
(in millions)
|
July 3, 2015
|
|
June 27, 2014
|
|
July 3, 2015
|
|
June 27, 2014
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
609.4
|
|
|
$
|
645.3
|
|
|
$
|
1,247.6
|
|
|
$
|
1,240.0
|
|
Europe
|
250.9
|
|
|
349.7
|
|
|
512.7
|
|
|
672.8
|
|
||||
Latin America
|
188.8
|
|
|
302.3
|
|
|
394.1
|
|
|
591.0
|
|
||||
Africa/Asia Pacific
|
64.3
|
|
|
90.0
|
|
|
130.1
|
|
|
185.0
|
|
||||
Total
|
$
|
1,113.4
|
|
|
$
|
1,387.3
|
|
|
$
|
2,284.5
|
|
|
$
|
2,688.8
|
|
Segment Operating Income (Loss):
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
30.9
|
|
|
$
|
18.9
|
|
|
$
|
60.5
|
|
|
$
|
51.6
|
|
Europe
|
(1.2
|
)
|
|
14.9
|
|
|
4.7
|
|
|
4.6
|
|
||||
Latin America
|
(2.5
|
)
|
|
(15.2
|
)
|
|
(18.4
|
)
|
|
(180.2
|
)
|
||||
Africa/Asia Pacific
|
(3.5
|
)
|
|
4.2
|
|
|
(6.9
|
)
|
|
(9.8
|
)
|
||||
Total
|
$
|
23.7
|
|
|
$
|
22.8
|
|
|
$
|
39.9
|
|
|
$
|
(133.8
|
)
|
(in millions)
|
July 3, 2015
|
|
December 31, 2014
|
||||
Total Assets:
|
|
|
|
||||
North America
|
$
|
1,153.8
|
|
|
$
|
1,220.3
|
|
Europe
|
756.7
|
|
|
751.4
|
|
||
Latin America
|
561.1
|
|
|
656.6
|
|
||
Africa/Asia Pacific
|
618.5
|
|
|
738.4
|
|
||
Total
|
$
|
3,090.1
|
|
|
$
|
3,366.7
|
|
18.
|
Commitments and Contingencies
|
19.
|
Unconsolidated Affiliated Companies
|
|
Fair Value Measurement
|
||||||||||||||||||||||||||||||
|
July 3, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative assets
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
Equity securities
(1)
|
20.7
|
|
|
—
|
|
|
—
|
|
|
20.7
|
|
|
22.1
|
|
|
—
|
|
|
—
|
|
|
22.1
|
|
||||||||
Total assets
|
$
|
20.7
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
21.9
|
|
|
$
|
22.1
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
26.3
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
7.8
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
7.8
|
|
22.
|
Supplemental Guarantor Condensed Financial Information
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
503.1
|
|
|
$
|
610.3
|
|
|
$
|
—
|
|
|
$
|
1,113.4
|
|
Intercompany
|
17.1
|
|
|
62.0
|
|
|
36.0
|
|
|
(115.1
|
)
|
|
—
|
|
|||||
|
17.1
|
|
|
565.1
|
|
|
646.3
|
|
|
(115.1
|
)
|
|
1,113.4
|
|
|||||
Cost of sales
|
—
|
|
|
499.9
|
|
|
588.3
|
|
|
(98.0
|
)
|
|
990.2
|
|
|||||
Gross profit
|
17.1
|
|
|
65.2
|
|
|
58.0
|
|
|
(17.1
|
)
|
|
123.2
|
|
|||||
Selling, general and administrative expenses
|
16.0
|
|
|
41.7
|
|
|
57.2
|
|
|
(17.1
|
)
|
|
97.8
|
|
|||||
Intangible asset impairment charges
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Operating income (loss)
|
1.1
|
|
|
23.5
|
|
|
(0.9
|
)
|
|
—
|
|
|
23.7
|
|
|||||
Other income (expense)
|
—
|
|
|
(2.5
|
)
|
|
(3.5
|
)
|
|
—
|
|
|
(6.0
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(14.4
|
)
|
|
(16.4
|
)
|
|
(10.1
|
)
|
|
15.6
|
|
|
(25.3
|
)
|
|||||
Interest income
|
13.8
|
|
|
1.9
|
|
|
0.4
|
|
|
(15.6
|
)
|
|
0.5
|
|
|||||
|
(0.6
|
)
|
|
(14.5
|
)
|
|
(9.7
|
)
|
|
—
|
|
|
(24.8
|
)
|
|||||
Income (loss) before income taxes
|
0.5
|
|
|
6.5
|
|
|
(14.1
|
)
|
|
—
|
|
|
(7.1
|
)
|
|||||
Income tax (provision) benefit
|
(0.2
|
)
|
|
12.2
|
|
|
(6.5
|
)
|
|
—
|
|
|
5.5
|
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(7.2
|
)
|
|
(25.9
|
)
|
|
—
|
|
|
33.1
|
|
|
—
|
|
|||||
Net income (loss) from continuing operations
|
(6.9
|
)
|
|
(7.2
|
)
|
|
(20.6
|
)
|
|
33.1
|
|
|
(1.6
|
)
|
|||||
Net income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|
(6.8
|
)
|
|||||
Net income (loss) including noncontrolling interest
|
(6.9
|
)
|
|
(7.2
|
)
|
|
(27.4
|
)
|
|
33.1
|
|
|
(8.4
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(6.9
|
)
|
|
$
|
(7.2
|
)
|
|
$
|
(25.9
|
)
|
|
$
|
33.1
|
|
|
$
|
(6.9
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(6.9
|
)
|
|
$
|
(7.2
|
)
|
|
$
|
(27.4
|
)
|
|
$
|
33.1
|
|
|
$
|
(8.4
|
)
|
Currency translation gain (loss)
|
(12.8
|
)
|
|
(12.8
|
)
|
|
(17.0
|
)
|
|
29.0
|
|
|
(13.6
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
1.8
|
|
|
1.8
|
|
|
0.6
|
|
|
(2.4
|
)
|
|
1.8
|
|
|||||
Comprehensive income (loss), net of tax
|
(17.9
|
)
|
|
(18.2
|
)
|
|
(43.8
|
)
|
|
59.7
|
|
|
(20.2
|
)
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(17.9
|
)
|
|
$
|
(18.2
|
)
|
|
$
|
(41.5
|
)
|
|
$
|
59.7
|
|
|
$
|
(17.9
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
542.7
|
|
|
$
|
844.6
|
|
|
$
|
—
|
|
|
$
|
1,387.3
|
|
Intercompany
|
15.4
|
|
|
64.3
|
|
|
60.7
|
|
|
(140.4
|
)
|
|
—
|
|
|||||
|
15.4
|
|
|
607.0
|
|
|
905.3
|
|
|
(140.4
|
)
|
|
1,387.3
|
|
|||||
Cost of sales
|
—
|
|
|
544.4
|
|
|
841.7
|
|
|
(125.0
|
)
|
|
1,261.1
|
|
|||||
Gross profit
|
15.4
|
|
|
62.6
|
|
|
63.6
|
|
|
(15.4
|
)
|
|
126.2
|
|
|||||
Selling, general and administrative expenses
|
12.4
|
|
|
47.1
|
|
|
57.2
|
|
|
(15.4
|
)
|
|
101.3
|
|
|||||
Intangible asset impairment charges
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||||
Operating income (loss)
|
3.0
|
|
|
13.4
|
|
|
6.4
|
|
|
—
|
|
|
22.8
|
|
|||||
Other income (expense)
|
—
|
|
|
0.2
|
|
|
3.2
|
|
|
—
|
|
|
3.4
|
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(16.4
|
)
|
|
(15.7
|
)
|
|
(13.9
|
)
|
|
16.9
|
|
|
(29.1
|
)
|
|||||
Interest income
|
13.2
|
|
|
3.6
|
|
|
0.7
|
|
|
(16.9
|
)
|
|
0.6
|
|
|||||
|
(3.2
|
)
|
|
(12.1
|
)
|
|
(13.2
|
)
|
|
—
|
|
|
(28.5
|
)
|
|||||
Income (loss) before income taxes
|
(0.2
|
)
|
|
1.5
|
|
|
(3.6
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||||
Income tax (provision) benefit
|
—
|
|
|
(4.5
|
)
|
|
(7.3
|
)
|
|
—
|
|
|
(11.8
|
)
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(24.6
|
)
|
|
(21.6
|
)
|
|
0.3
|
|
|
46.3
|
|
|
0.4
|
|
|||||
Net income (loss) from continuing operations
|
(24.8
|
)
|
|
(24.6
|
)
|
|
(10.6
|
)
|
|
46.3
|
|
|
(13.7
|
)
|
|||||
Net income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
(9.0
|
)
|
|||||
Net income (loss) including noncontrolling interest
|
(24.8
|
)
|
|
(24.6
|
)
|
|
(19.6
|
)
|
|
46.3
|
|
|
(22.7
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(24.8
|
)
|
|
$
|
(24.6
|
)
|
|
$
|
(21.7
|
)
|
|
$
|
46.3
|
|
|
$
|
(24.8
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(24.8
|
)
|
|
$
|
(24.6
|
)
|
|
$
|
(19.6
|
)
|
|
$
|
46.3
|
|
|
$
|
(22.7
|
)
|
Currency translation gain (loss)
|
10.4
|
|
|
10.4
|
|
|
4.2
|
|
|
(16.0
|
)
|
|
9.0
|
|
|||||
Defined benefit plan adjustments, net of tax
|
4.1
|
|
|
4.1
|
|
|
3.4
|
|
|
(7.4
|
)
|
|
4.2
|
|
|||||
Comprehensive income (loss), net of tax
|
(10.3
|
)
|
|
(10.1
|
)
|
|
(12.0
|
)
|
|
22.9
|
|
|
(9.5
|
)
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(10.3
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
(12.8
|
)
|
|
$
|
22.9
|
|
|
$
|
(10.3
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
1,043.5
|
|
|
$
|
1,241.0
|
|
|
$
|
—
|
|
|
$
|
2,284.5
|
|
Intercompany
|
38.2
|
|
|
124.7
|
|
|
83.3
|
|
|
(246.2
|
)
|
|
—
|
|
|||||
|
38.2
|
|
|
1,168.2
|
|
|
1,324.3
|
|
|
(246.2
|
)
|
|
2,284.5
|
|
|||||
Cost of sales
|
—
|
|
|
1,026.9
|
|
|
1,228.7
|
|
|
(208.0
|
)
|
|
2,047.6
|
|
|||||
Gross profit
|
38.2
|
|
|
141.3
|
|
|
95.6
|
|
|
(38.2
|
)
|
|
236.9
|
|
|||||
Selling, general and administrative expenses
|
36.5
|
|
|
88.9
|
|
|
108.1
|
|
|
(38.2
|
)
|
|
195.3
|
|
|||||
Intangible asset impairment charges
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Operating income (loss)
|
1.7
|
|
|
52.4
|
|
|
(14.2
|
)
|
|
—
|
|
|
39.9
|
|
|||||
Other income (expense)
|
0.7
|
|
|
(4.0
|
)
|
|
(28.5
|
)
|
|
—
|
|
|
(31.8
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(29.8
|
)
|
|
(33.6
|
)
|
|
(19.2
|
)
|
|
32.9
|
|
|
(49.7
|
)
|
|||||
Interest income
|
28.6
|
|
|
4.3
|
|
|
1.0
|
|
|
(32.9
|
)
|
|
1.0
|
|
|||||
|
(1.2
|
)
|
|
(29.3
|
)
|
|
(18.2
|
)
|
|
—
|
|
|
(48.7
|
)
|
|||||
Income (loss) before income taxes
|
1.2
|
|
|
19.1
|
|
|
(60.9
|
)
|
|
—
|
|
|
(40.6
|
)
|
|||||
Income tax (provision) benefit
|
(0.8
|
)
|
|
6.6
|
|
|
(1.7
|
)
|
|
—
|
|
|
4.1
|
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(45.4
|
)
|
|
(71.1
|
)
|
|
0.1
|
|
|
116.6
|
|
|
0.2
|
|
|||||
Net income (loss) from continuing operations
|
(45.0
|
)
|
|
(45.4
|
)
|
|
(62.5
|
)
|
|
116.6
|
|
|
(36.3
|
)
|
|||||
Net income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
|
—
|
|
|
(13.0
|
)
|
|||||
Net income (loss) including noncontrolling interest
|
(45.0
|
)
|
|
(45.4
|
)
|
|
(75.5
|
)
|
|
116.6
|
|
|
(49.3
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
(4.3
|
)
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(45.0
|
)
|
|
$
|
(45.4
|
)
|
|
$
|
(71.2
|
)
|
|
$
|
116.6
|
|
|
$
|
(45.0
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(45.0
|
)
|
|
$
|
(45.4
|
)
|
|
$
|
(75.5
|
)
|
|
$
|
116.6
|
|
|
$
|
(49.3
|
)
|
Currency translation gain (loss)
|
(53.8
|
)
|
|
(53.8
|
)
|
|
(36.2
|
)
|
|
85.6
|
|
|
(58.2
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
4.8
|
|
|
4.8
|
|
|
2.4
|
|
|
(7.2
|
)
|
|
4.8
|
|
|||||
Comprehensive income (loss), net of tax
|
(94.0
|
)
|
|
(94.4
|
)
|
|
(109.3
|
)
|
|
195.0
|
|
|
(102.7
|
)
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|
—
|
|
|
(8.7
|
)
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(94.0
|
)
|
|
$
|
(94.4
|
)
|
|
$
|
(100.6
|
)
|
|
$
|
195.0
|
|
|
$
|
(94.0
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
1,018.4
|
|
|
$
|
1,670.4
|
|
|
$
|
—
|
|
|
$
|
2,688.8
|
|
Intercompany
|
33.1
|
|
|
145.9
|
|
|
115.3
|
|
|
(294.3
|
)
|
|
—
|
|
|||||
|
33.1
|
|
|
1,164.3
|
|
|
1,785.7
|
|
|
(294.3
|
)
|
|
2,688.8
|
|
|||||
Cost of sales
|
—
|
|
|
1,030.6
|
|
|
1,675.4
|
|
|
(261.2
|
)
|
|
2,444.8
|
|
|||||
Gross profit
|
33.1
|
|
|
133.7
|
|
|
110.3
|
|
|
(33.1
|
)
|
|
244.0
|
|
|||||
Selling, general and administrative expenses
|
27.2
|
|
|
88.6
|
|
|
126.6
|
|
|
(33.1
|
)
|
|
209.3
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
93.5
|
|
|
—
|
|
|
93.5
|
|
|||||
Intangible asset impairment charges
|
—
|
|
|
2.1
|
|
|
72.9
|
|
|
—
|
|
|
75.0
|
|
|||||
Operating income (loss)
|
5.9
|
|
|
43.0
|
|
|
(182.7
|
)
|
|
—
|
|
|
(133.8
|
)
|
|||||
Other income (expense)
|
—
|
|
|
(2.7
|
)
|
|
(90.1
|
)
|
|
—
|
|
|
(92.8
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(31.4
|
)
|
|
(32.4
|
)
|
|
(26.7
|
)
|
|
34.6
|
|
|
(55.9
|
)
|
|||||
Interest income
|
27.3
|
|
|
7.3
|
|
|
1.5
|
|
|
(34.6
|
)
|
|
1.5
|
|
|||||
|
(4.1
|
)
|
|
(25.1
|
)
|
|
(25.2
|
)
|
|
—
|
|
|
(54.4
|
)
|
|||||
Income (loss) before income taxes
|
1.8
|
|
|
15.2
|
|
|
(298.0
|
)
|
|
—
|
|
|
(281.0
|
)
|
|||||
Income tax (provision) benefit
|
(0.3
|
)
|
|
(5.2
|
)
|
|
9.8
|
|
|
—
|
|
|
4.3
|
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(341.7
|
)
|
|
(351.7
|
)
|
|
0.4
|
|
|
693.6
|
|
|
0.6
|
|
|||||
Net income (loss) from continuing operations
|
(340.2
|
)
|
|
(341.7
|
)
|
|
(287.8
|
)
|
|
693.6
|
|
|
(276.1
|
)
|
|||||
Net income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(86.0
|
)
|
|
—
|
|
|
(86.0
|
)
|
|||||
Net income (loss) including noncontrolling interest
|
(340.2
|
)
|
|
(341.7
|
)
|
|
(373.8
|
)
|
|
693.6
|
|
|
(362.1
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(21.9
|
)
|
|
—
|
|
|
(21.9
|
)
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(340.2
|
)
|
|
$
|
(341.7
|
)
|
|
$
|
(351.9
|
)
|
|
$
|
693.6
|
|
|
$
|
(340.2
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(340.2
|
)
|
|
$
|
(341.7
|
)
|
|
$
|
(373.8
|
)
|
|
$
|
693.6
|
|
|
$
|
(362.1
|
)
|
Currency translation gain (loss)
|
0.6
|
|
|
0.6
|
|
|
(3.9
|
)
|
|
0.9
|
|
|
(1.8
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
5.0
|
|
|
5.0
|
|
|
3.6
|
|
|
(8.5
|
)
|
|
5.1
|
|
|||||
Comprehensive income (loss), net of tax
|
(334.6
|
)
|
|
(336.1
|
)
|
|
(374.1
|
)
|
|
686.0
|
|
|
(358.8
|
)
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
(24.2
|
)
|
|
—
|
|
|
(24.2
|
)
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(334.6
|
)
|
|
$
|
(336.1
|
)
|
|
$
|
(349.9
|
)
|
|
$
|
686.0
|
|
|
$
|
(334.6
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
98.1
|
|
|
$
|
—
|
|
|
$
|
102.3
|
|
Receivables, net of allowances
|
—
|
|
|
272.4
|
|
|
584.9
|
|
|
—
|
|
|
857.3
|
|
|||||
Inventories
|
—
|
|
|
382.2
|
|
|
515.6
|
|
|
—
|
|
|
897.8
|
|
|||||
Deferred income taxes
|
—
|
|
|
28.3
|
|
|
8.0
|
|
|
—
|
|
|
36.3
|
|
|||||
Prepaid expenses and other
|
1.5
|
|
|
19.5
|
|
|
46.7
|
|
|
—
|
|
|
67.7
|
|
|||||
Current assets of discontinued operations
|
—
|
|
|
—
|
|
|
252.7
|
|
|
—
|
|
|
252.7
|
|
|||||
Total current assets
|
1.5
|
|
|
706.6
|
|
|
1,506.0
|
|
|
—
|
|
|
2,214.1
|
|
|||||
Property, plant and equipment, net
|
0.5
|
|
|
200.3
|
|
|
403.2
|
|
|
—
|
|
|
604.0
|
|
|||||
Deferred income taxes
|
—
|
|
|
26.6
|
|
|
27.4
|
|
|
(26.6
|
)
|
|
27.4
|
|
|||||
Intercompany accounts
|
1,138.5
|
|
|
204.2
|
|
|
62.8
|
|
|
(1,405.5
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
175.6
|
|
|
715.8
|
|
|
—
|
|
|
(891.4
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
13.8
|
|
|
9.5
|
|
|
—
|
|
|
23.3
|
|
|||||
Intangible assets, net
|
—
|
|
|
10.5
|
|
|
33.5
|
|
|
—
|
|
|
44.0
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
8.4
|
|
|
0.3
|
|
|
—
|
|
|
8.7
|
|
|||||
Other non-current assets
|
11.4
|
|
|
30.7
|
|
|
20.5
|
|
|
—
|
|
|
62.6
|
|
|||||
Non-current assets of discontinued operations
|
—
|
|
|
—
|
|
|
106.0
|
|
|
—
|
|
|
106.0
|
|
|||||
Total assets
|
$
|
1,327.5
|
|
|
$
|
1,916.9
|
|
|
$
|
2,169.2
|
|
|
$
|
(2,323.5
|
)
|
|
$
|
3,090.1
|
|
Liabilities and Total Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
155.8
|
|
|
$
|
469.9
|
|
|
$
|
—
|
|
|
$
|
625.7
|
|
Accrued liabilities
|
11.5
|
|
|
114.2
|
|
|
212.3
|
|
|
—
|
|
|
338.0
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
217.9
|
|
|
—
|
|
|
217.9
|
|
|||||
Current liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
128.5
|
|
|
—
|
|
|
128.5
|
|
|||||
Total current liabilities
|
11.5
|
|
|
270.0
|
|
|
1,028.6
|
|
|
—
|
|
|
1,310.1
|
|
|||||
Long-term debt
|
779.7
|
|
|
180.1
|
|
|
9.7
|
|
|
—
|
|
|
969.5
|
|
|||||
Deferred income taxes
|
191.6
|
|
|
—
|
|
|
17.7
|
|
|
(26.6
|
)
|
|
182.7
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,205.5
|
|
|
200.0
|
|
|
(1,405.5
|
)
|
|
—
|
|
|||||
Other liabilities
|
1.6
|
|
|
85.7
|
|
|
119.0
|
|
|
—
|
|
|
206.3
|
|
|||||
Non-current liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
|||||
Total liabilities
|
984.4
|
|
|
1,741.3
|
|
|
1,390.5
|
|
|
(1,432.1
|
)
|
|
2,684.1
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
18.2
|
|
|
—
|
|
|
18.2
|
|
|||||
Total Company shareholders’ equity
|
343.1
|
|
|
175.6
|
|
|
715.8
|
|
|
(891.4
|
)
|
|
343.1
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
44.7
|
|
|
—
|
|
|
44.7
|
|
|||||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
1,327.5
|
|
|
$
|
1,916.9
|
|
|
$
|
2,169.2
|
|
|
$
|
(2,323.5
|
)
|
|
$
|
3,090.1
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
135.5
|
|
|
$
|
—
|
|
|
$
|
136.7
|
|
Receivables, net of allowances
|
—
|
|
|
273.7
|
|
|
621.4
|
|
|
—
|
|
|
895.1
|
|
|||||
Inventories
|
—
|
|
|
406.9
|
|
|
519.7
|
|
|
—
|
|
|
926.6
|
|
|||||
Deferred income taxes
|
—
|
|
|
15.6
|
|
|
8.4
|
|
|
—
|
|
|
24.0
|
|
|||||
Prepaid expenses and other
|
1.6
|
|
|
30.6
|
|
|
67.7
|
|
|
—
|
|
|
99.9
|
|
|||||
Current assets of discontinued operations
|
—
|
|
|
—
|
|
|
313.8
|
|
|
—
|
|
|
313.8
|
|
|||||
Total current assets
|
1.6
|
|
|
728.0
|
|
|
1,666.5
|
|
|
—
|
|
|
2,396.1
|
|
|||||
Property, plant and equipment, net
|
0.5
|
|
|
209.0
|
|
|
461.2
|
|
|
—
|
|
|
670.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
18.4
|
|
|
—
|
|
|
18.4
|
|
|||||
Intercompany accounts
|
1,280.8
|
|
|
402.4
|
|
|
94.1
|
|
|
(1,777.3
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
269.9
|
|
|
643.9
|
|
|
—
|
|
|
(913.8
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
13.8
|
|
|
9.0
|
|
|
—
|
|
|
22.8
|
|
|||||
Intangible assets, net
|
—
|
|
|
11.4
|
|
|
39.1
|
|
|
—
|
|
|
50.5
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
8.3
|
|
|
9.2
|
|
|
—
|
|
|
17.5
|
|
|||||
Other non-current assets
|
12.1
|
|
|
33.7
|
|
|
25.0
|
|
|
—
|
|
|
70.8
|
|
|||||
Non-current assets of discontinued operations
|
—
|
|
|
—
|
|
|
119.9
|
|
|
—
|
|
|
119.9
|
|
|||||
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
|
|
|
$
|
445.9
|
|
|
$
|
—
|
|
|
$
|
552.7
|
|
Accrued liabilities
|
11.2
|
|
|
114.5
|
|
|
254.2
|
|
|
—
|
|
|
379.9
|
|
|||||
Current portion of long-term debt
|
125.0
|
|
|
—
|
|
|
266.6
|
|
|
—
|
|
|
391.6
|
|
|||||
Current liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
158.6
|
|
|
—
|
|
|
158.6
|
|
|||||
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
|
)
|
|
22.4
|
|
|
—
|
|
|
178.3
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,374.5
|
|
|
402.8
|
|
|
(1,777.3
|
)
|
|
—
|
|
|||||
Other liabilities
|
1.0
|
|
|
88.9
|
|
|
138.8
|
|
|
—
|
|
|
228.7
|
|
|||||
Non-current liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
16.0
|
|
|
—
|
|
|
16.0
|
|
|||||
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 from continuing operations
|
$
|
3.2
|
|
|
$
|
142.1
|
|
|
$
|
(9.6
|
)
|
|
$
|
(6.9
|
)
|
|
$
|
128.8
|
|
Net cash flows of operating activities from discontinued operations
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||||
Net cash flows of operating activities
|
3.2
|
|
|
142.1
|
|
|
(8.9
|
)
|
|
(6.9
|
)
|
|
129.5
|
|
|||||
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(11.6
|
)
|
|
(18.7
|
)
|
|
—
|
|
|
(30.3
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
|||||
Disposal of subsidiaries, net of cash disposed of
|
—
|
|
|
—
|
|
|
22.7
|
|
|
—
|
|
|
22.7
|
|
|||||
Intercompany accounts
|
—
|
|
|
7.8
|
|
|
—
|
|
|
(7.8
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
(0.1
|
)
|
|
0.4
|
|
|
—
|
|
|
0.3
|
|
|||||
Net cash flows of investing activities from continuing operations
|
—
|
|
|
(3.8
|
)
|
|
4.6
|
|
|
(7.8
|
)
|
|
(7.0
|
)
|
|||||
Net cash flows of investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
|||||
Net cash flows of investing activities
|
—
|
|
|
(3.8
|
)
|
|
0.2
|
|
|
(7.8
|
)
|
|
(11.4
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(17.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.7
|
)
|
|||||
Intercompany accounts
|
139.3
|
|
|
(154.3
|
)
|
|
0.3
|
|
|
14.7
|
|
|
—
|
|
|||||
Proceeds from debt
|
—
|
|
|
1,358.1
|
|
|
481.7
|
|
|
—
|
|
|
1,839.8
|
|
|||||
Repayments of debt
|
(125.0
|
)
|
|
(1,314.7
|
)
|
|
(510.0
|
)
|
|
—
|
|
|
(1,949.7
|
)
|
|||||
Dividends paid to noncontrolling interest
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Proceeds from exercise of stock options
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Net cash flows of financing activities from continuing operations
|
(3.2
|
)
|
|
(110.9
|
)
|
|
(28.1
|
)
|
|
14.7
|
|
|
(127.5
|
)
|
|||||
Net cash flows of financing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
(3.4
|
)
|
|||||
Net cash flows of financing activities
|
(3.2
|
)
|
|
(110.9
|
)
|
|
(31.5
|
)
|
|
14.7
|
|
|
(130.9
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(24.4
|
)
|
|
(13.8
|
)
|
|
—
|
|
|
(38.2
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
3.0
|
|
|
(54.0
|
)
|
|
—
|
|
|
(51.0
|
)
|
|||||
Cash and cash equivalents – beginning of period
|
—
|
|
|
1.2
|
|
|
204.6
|
|
|
—
|
|
|
205.8
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
150.6
|
|
|
$
|
—
|
|
|
$
|
154.8
|
|
Less cash and cash equivalents of discontinued operations
|
—
|
|
|
—
|
|
|
52.5
|
|
|
—
|
|
|
52.5
|
|
|||||
Cash and cash equivalents of continuing operations – end of period
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
98.1
|
|
|
$
|
—
|
|
|
$
|
102.3
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities from continuing operations
|
$
|
1.4
|
|
|
$
|
(43.6
|
)
|
|
$
|
(53.3
|
)
|
|
$
|
—
|
|
|
$
|
(95.5
|
)
|
Net cash flows of operating activities from discontinued operations
|
—
|
|
|
—
|
|
|
(14.8
|
)
|
|
—
|
|
|
(14.8
|
)
|
|||||
Net cash flows of operating activities
|
1.4
|
|
|
(43.6
|
)
|
|
(68.1
|
)
|
|
—
|
|
|
(110.3
|
)
|
|||||
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(13.4
|
)
|
|
(28.5
|
)
|
|
—
|
|
|
(41.9
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
0.6
|
|
|
0.2
|
|
|
—
|
|
|
0.8
|
|
|||||
Other
|
—
|
|
|
(1.9
|
)
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|||||
Net cash flows of investing activities from continuing operations
|
—
|
|
|
(14.7
|
)
|
|
(26.4
|
)
|
|
—
|
|
|
(41.1
|
)
|
|||||
Net cash flows of investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
(3.5
|
)
|
|||||
Net cash flows of investing activities
|
—
|
|
|
(14.7
|
)
|
|
(29.9
|
)
|
|
—
|
|
|
(44.6
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(17.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.8
|
)
|
|||||
Excess tax benefits (deficiencies) from stock-based compensation
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Intercompany accounts
|
46.9
|
|
|
(16.0
|
)
|
|
(30.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds from debt
|
—
|
|
|
643.6
|
|
|
504.0
|
|
|
—
|
|
|
1,147.6
|
|
|||||
Repayments of debt
|
—
|
|
|
(570.2
|
)
|
|
(406.2
|
)
|
|
—
|
|
|
(976.4
|
)
|
|||||
Purchase of noncontrolling interest
|
—
|
|
|
(1.5
|
)
|
|
1.2
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Dividends paid to noncontrolling interest
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||
Repurchase of common shares
|
(30.7
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
(30.7
|
)
|
|||||
Proceeds from exercise of stock options
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Net cash flows of financing activities from continuing operations
|
(1.6
|
)
|
|
55.9
|
|
|
67.4
|
|
|
—
|
|
|
121.7
|
|
|||||
Net cash flows of financing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||
Net cash flows of financing activities
|
(1.6
|
)
|
|
55.9
|
|
|
66.4
|
|
|
—
|
|
|
120.7
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
1.9
|
|
|
(87.4
|
)
|
|
—
|
|
|
(85.5
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(119.0
|
)
|
|
—
|
|
|
(119.7
|
)
|
|||||
Cash and cash equivalents - beginning of period
|
0.2
|
|
|
2.2
|
|
|
416.4
|
|
|
|
|
418.8
|
|
||||||
Cash and cash equivalents - end of period
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
297.4
|
|
|
$
|
—
|
|
|
$
|
299.1
|
|
Less cash and cash equivalents of discontinued operations
|
—
|
|
|
—
|
|
|
69.0
|
|
|
—
|
|
|
69.0
|
|
|||||
Cash and cash equivalents of continuing operations – end of period
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
228.4
|
|
|
$
|
—
|
|
|
$
|
230.1
|
|
(in millions)
|
July 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
|
4.2
|
|
|
13.8
|
|
||
Foreign currency and other
|
(0.1
|
)
|
|
5.1
|
|
||
Cash transactions
|
(139.3
|
)
|
|
(65.0
|
)
|
||
Ending Balance
|
$
|
1,138.5
|
|
|
$
|
1,280.8
|
|
(in millions)
|
July 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
|
(258.8
|
)
|
|
(259.7
|
)
|
||
Senior Floating Rate Notes
|
—
|
|
|
125.0
|
|
||
Other
|
9.0
|
|
|
9.0
|
|
||
Total Parent Company debt
|
779.7
|
|
|
903.8
|
|
||
Less current maturities
|
—
|
|
|
125.0
|
|
||
Parent Company Long-term debt
|
$
|
779.7
|
|
|
$
|
778.8
|
|
(in millions)
|
Q2 2016
|
|
Q2 2017
|
|
Q2 2018
|
|
Q2 2019
|
|
Q2 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 a result of macroeconomic factors, and therefore, 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, which require communication infrastructure investment;
|
•
|
Climate change concerns are resulting in increased regulatory energy mandates, emphasizing renewable sources of energy;
|
•
|
Project timing continues to be volatile thereby impacting demand in all segments; and
|
•
|
Countries are seeking greater energy independence for political and economic reasons.
|
|
Three Fiscal Months Ended
|
|
Six Fiscal Months Ended
|
||||||||||||||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
|
July 3, 2015
|
|
June 27, 2014
|
||||||||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||
Net sales
|
$
|
1,113.4
|
|
|
100.0
|
%
|
|
$
|
1,387.3
|
|
|
100.0
|
%
|
|
$
|
2,284.5
|
|
|
100.0
|
%
|
|
$
|
2,688.8
|
|
|
100.0
|
%
|
Cost of sales
|
990.2
|
|
|
88.9
|
%
|
|
1,261.1
|
|
|
90.9
|
%
|
|
2,047.6
|
|
|
89.6
|
%
|
|
2,444.8
|
|
|
90.9
|
%
|
||||
Gross profit
|
123.2
|
|
|
11.1
|
%
|
|
126.2
|
|
|
9.1
|
%
|
|
236.9
|
|
|
10.4
|
%
|
|
244.0
|
|
|
9.1
|
%
|
||||
Selling, general and administrative expenses
|
97.8
|
|
|
8.8
|
%
|
|
101.3
|
|
|
7.3
|
%
|
|
195.3
|
|
|
8.5
|
%
|
|
209.3
|
|
|
7.8
|
%
|
||||
Goodwill impairment charge
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
93.5
|
|
|
3.5
|
%
|
||||
Intangible asset impairment charges
|
1.7
|
|
|
0.2
|
%
|
|
2.1
|
|
|
0.2
|
%
|
|
1.7
|
|
|
0.1
|
%
|
|
75.0
|
|
|
2.8
|
%
|
||||
Operating income (loss)
|
23.7
|
|
|
2.1
|
%
|
|
22.8
|
|
|
1.6
|
%
|
|
39.9
|
|
|
1.7
|
%
|
|
(133.8
|
)
|
|
(5.0
|
)%
|
||||
Other income (expense)
|
(6.0
|
)
|
|
(0.5
|
)%
|
|
3.4
|
|
|
0.2
|
%
|
|
(31.8
|
)
|
|
(1.4
|
)%
|
|
(92.8
|
)
|
|
(3.5
|
)%
|
||||
Interest expense, net
|
(24.8
|
)
|
|
(2.2
|
)%
|
|
(28.5
|
)
|
|
(2.1
|
)%
|
|
(48.7
|
)
|
|
(2.1
|
)%
|
|
(54.4
|
)
|
|
(2.0
|
)%
|
||||
Income (loss) before income taxes
|
(7.1
|
)
|
|
(0.6
|
)%
|
|
(2.3
|
)
|
|
(0.2
|
)%
|
|
(40.6
|
)
|
|
(1.8
|
)%
|
|
(281.0
|
)
|
|
(10.5
|
)%
|
||||
Income tax (provision) benefit
|
5.5
|
|
|
0.5
|
%
|
|
(11.8
|
)
|
|
(0.9
|
)%
|
|
4.1
|
|
|
0.2
|
%
|
|
4.3
|
|
|
0.2
|
%
|
||||
Equity in net earnings of affiliated companies
|
—
|
|
|
—
|
%
|
|
0.4
|
|
|
—
|
%
|
|
0.2
|
|
|
—
|
%
|
|
0.6
|
|
|
—
|
%
|
||||
Net income (loss) from continuing operations
|
(1.6
|
)
|
|
(0.1
|
)%
|
|
(13.7
|
)
|
|
(1.0
|
)%
|
|
(36.3
|
)
|
|
(1.6
|
)%
|
|
(276.1
|
)
|
|
(10.3
|
)%
|
||||
Net income (loss) from discontinued operations, net of taxes
|
(6.8
|
)
|
|
(0.6
|
)%
|
|
(9.0
|
)
|
|
(0.6
|
)%
|
|
(13.0
|
)
|
|
(0.6
|
)%
|
|
(86.0
|
)
|
|
(3.2
|
)%
|
||||
Net income (loss) including noncontrolling interest
|
(8.4
|
)
|
|
(0.8
|
)%
|
|
(22.7
|
)
|
|
(1.6
|
)%
|
|
(49.3
|
)
|
|
(2.2
|
)%
|
|
(362.1
|
)
|
|
(13.5
|
)%
|
||||
Less: net income (loss) attributable to noncontrolling interest
|
(1.5
|
)
|
|
(0.1
|
)%
|
|
2.1
|
|
|
0.2
|
%
|
|
(4.3
|
)
|
|
(0.2
|
)%
|
|
(21.9
|
)
|
|
(0.8
|
)%
|
||||
Net income (loss) attributable to Company common shareholders
|
$
|
(6.9
|
)
|
|
(0.6
|
)%
|
|
$
|
(24.8
|
)
|
|
(1.8
|
)%
|
|
$
|
(45.0
|
)
|
|
(2.0
|
)%
|
|
$
|
(340.2
|
)
|
|
(12.7
|
)%
|
|
Net Sales
Three Fiscal Months Ended
|
||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
609.4
|
|
|
55
|
%
|
|
$
|
645.3
|
|
|
47
|
%
|
Europe
|
250.9
|
|
|
23
|
%
|
|
349.7
|
|
|
25
|
%
|
||
Latin America
|
188.8
|
|
|
17
|
%
|
|
302.3
|
|
|
22
|
%
|
||
Africa/Asia Pacific
|
64.3
|
|
|
5
|
%
|
|
90.0
|
|
|
6
|
%
|
||
Total net sales
|
$
|
1,113.4
|
|
|
100
|
%
|
|
$
|
1,387.3
|
|
|
100
|
%
|
|
Metal-Adjusted Net Sales
Three Fiscal Months Ended
|
||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
609.4
|
|
|
55
|
%
|
|
$
|
616.4
|
|
|
47
|
%
|
Europe
|
250.9
|
|
|
23
|
%
|
|
337.3
|
|
|
26
|
%
|
||
Latin America
|
188.8
|
|
|
17
|
%
|
|
281.8
|
|
|
21
|
%
|
||
Africa/Asia Pacific
|
64.3
|
|
|
5
|
%
|
|
84.7
|
|
|
6
|
%
|
||
Total metal-adjusted net sales
|
$
|
1,113.4
|
|
|
100
|
%
|
|
$
|
1,320.2
|
|
|
100
|
%
|
Metal adjustment
|
—
|
|
|
|
|
67.1
|
|
|
|
||||
Total net sales
|
$
|
1,113.4
|
|
|
|
|
$
|
1,387.3
|
|
|
|
|
Metal Pounds Sold
Three Fiscal Months Ended
|
||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||
|
Pounds
|
|
%
|
|
Pounds
|
|
%
|
||||
North America
|
138.7
|
|
|
55
|
%
|
|
134.3
|
|
|
46
|
%
|
Europe
|
41.4
|
|
|
16
|
%
|
|
53.8
|
|
|
18
|
%
|
Latin America
|
56.7
|
|
|
22
|
%
|
|
84.5
|
|
|
29
|
%
|
Africa/Asia Pacific
|
16.4
|
|
|
7
|
%
|
|
19.4
|
|
|
7
|
%
|
Total metal pounds sold
|
253.2
|
|
|
100
|
%
|
|
292.0
|
|
|
100
|
%
|
|
Operating Income (Loss)
|
||||||||||||
|
Three Fiscal Months Ended
|
||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
30.9
|
|
|
130
|
%
|
|
$
|
18.9
|
|
|
83
|
%
|
Europe
|
(1.2
|
)
|
|
(5
|
)%
|
|
14.9
|
|
|
65
|
%
|
||
Latin America
|
(2.5
|
)
|
|
(11
|
)%
|
|
(15.2
|
)
|
|
(67
|
)%
|
||
Africa/Asia Pacific
|
(3.5
|
)
|
|
(14
|
)%
|
|
4.2
|
|
|
19
|
%
|
||
Total operating income (loss)
|
$
|
23.7
|
|
|
100
|
%
|
|
$
|
22.8
|
|
|
100
|
%
|
|
Net Sales
Six Fiscal Months Ended
|
||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
1,247.6
|
|
|
55
|
%
|
|
$
|
1,240.0
|
|
|
46
|
%
|
Europe
|
512.7
|
|
|
22
|
%
|
|
672.8
|
|
|
25
|
%
|
||
Latin America
|
394.1
|
|
|
17
|
%
|
|
591.0
|
|
|
22
|
%
|
||
Africa/Asia Pacific
|
130.1
|
|
|
6
|
%
|
|
185.0
|
|
|
7
|
%
|
||
Total net sales
|
$
|
2,284.5
|
|
|
100
|
%
|
|
$
|
2,688.8
|
|
|
100
|
%
|
|
Metal-Adjusted Net Sales
Six Fiscal Months Ended
|
||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
1,247.6
|
|
|
55
|
%
|
|
$
|
1,184.8
|
|
|
47
|
%
|
Europe
|
512.7
|
|
|
22
|
%
|
|
644.1
|
|
|
25
|
%
|
||
Latin America
|
394.1
|
|
|
17
|
%
|
|
546.8
|
|
|
21
|
%
|
||
Africa/Asia Pacific
|
130.1
|
|
|
6
|
%
|
|
171.6
|
|
|
7
|
%
|
||
Total metal-adjusted net sales
|
$
|
2,284.5
|
|
|
100
|
%
|
|
$
|
2,547.3
|
|
|
100
|
%
|
Metal adjustment
|
—
|
|
|
|
|
141.5
|
|
|
|
||||
Total net sales
|
$
|
2,284.5
|
|
|
|
|
$
|
2,688.8
|
|
|
|
|
Metal Pounds Sold
Six Fiscal Months Ended
|
||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||
|
Pounds
|
|
%
|
|
Pounds
|
|
%
|
||||
North America
|
284.8
|
|
|
54
|
%
|
|
269.0
|
|
|
47
|
%
|
Europe
|
83.1
|
|
|
16
|
%
|
|
105.2
|
|
|
18
|
%
|
Latin America
|
125.1
|
|
|
24
|
%
|
|
160.5
|
|
|
28
|
%
|
Africa/Asia Pacific
|
33.8
|
|
|
6
|
%
|
|
39.1
|
|
|
7
|
%
|
Total metal pounds sold
|
526.8
|
|
|
100
|
%
|
|
573.8
|
|
|
100
|
%
|
|
Operating Income (Loss)
|
||||||||||||
|
Six Fiscal Months Ended
|
||||||||||||
|
July 3, 2015
|
|
June 27, 2014
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
60.5
|
|
|
151
|
%
|
|
$
|
51.6
|
|
|
(39
|
)%
|
Europe
|
4.7
|
|
|
12
|
%
|
|
4.6
|
|
|
(3
|
)%
|
||
Latin America
|
(18.4
|
)
|
|
(46
|
)%
|
|
(180.2
|
)
|
|
135
|
%
|
||
Africa/Asia Pacific
|
(6.9
|
)
|
|
(17
|
)%
|
|
(9.8
|
)
|
|
7
|
%
|
||
Total operating income (loss)
|
$
|
39.9
|
|
|
100
|
%
|
|
$
|
(133.8
|
)
|
|
100
|
%
|
•
|
No tax benefits being available for the $22.8 million Venezuelan currency devaluation loss and foreign currency loss in Venezuela, and
|
•
|
No tax benefit being recognized on $53.0 million of operational losses incurred in jurisdictions where valuation allowances are recorded against net deferred tax assets.
|
•
|
$6.5 million of tax benefits associated with the net release of uncertain tax position reserves,
|
•
|
$4.3 million of tax benefits associated with valuation allowance releases, and
|
•
|
$11.9 million of tax benefits associated with the recording of a deferred tax asset on the outside tax over book basis in the shares of Thailand businesses resulting from the pending sale of those businesses in the third quarter of 2015.
|
•
|
No tax benefits being available for the $83.1 million Venezuelan currency devaluation loss,
|
•
|
A relatively small tax benefit of $13.9 million was recorded on $184.5 million pre-tax charges related to asset impairments, and
|
•
|
No tax benefit being recognized on $38.1 million of operational losses incurred in jurisdictions where valuation allowances are recorded against net deferred tax assets.
|
•
|
$4.6 million of tax benefits associated with the net release of uncertain tax position reserves.
|
Period
|
Total number of shares purchased
(1), (2)
|
Average price paid per share
|
|||
April 4, 2015 through May 1, 2015
|
59
|
|
$
|
17.23
|
|
May 2, 2015 through May 29, 2015
|
413
|
|
$
|
18.27
|
|
May 30, 2015 through July 3, 2015
|
486
|
|
$
|
20.11
|
|
Total
|
958
|
|
$
|
19.14
|
|
|
|
General Cable Corporation
|
||
|
|
|
|
|
Signed:
|
August 10, 2015
|
By:
|
|
/s/ BRIAN J. ROBINSON
|
|
|
|
|
Brian J. Robinson
|
|
|
|
|
Executive Vice President and Chief
|
|
|
|
|
Financial Officer
|
Exhibit No.
|
|
Description
|
|
2.1
|
|
|
Purchase Agreement, dated as of June 25, 2015, by and between General Cable Corporation and MM Logistics Co., Ltd.*
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K as filed with the Commission on May 14, 2010)
|
3.2
|
|
|
Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K as filed with the Commission on March 25, 2015)
|
10.1+
|
|
|
Offer Letter, dated June 4, 2015, by and between the Company and Michael McDonnell(#)
|
10.2+
|
|
|
Form of Stock Option Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan(#)
|
10.3+
|
|
|
Form of Restricted Stock Unit Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan(#)
|
10.4+
|
|
|
Form of Performance Stock Unit Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan(#)
|
10.5+
|
|
|
Form of Long Term Incentive Cash Award Grant Agreement for Executive Officers under the General Cable Corporation Stock Incentive Plan(#)
|
10.6+
|
|
|
Form of Restricted Stock Unit Grant Agreement for Non-Employee Directors under the General Cable Corporation Stock Incentive Plan
|
10.7+
|
|
|
General Cable Corporation Stock Incentive Plan (incorporated by reference to Exhibit B of the Company’s Definitive Proxy Statement, as filed with the Commission on March 30, 2015)
|
10.8+
|
|
|
Consulting Services Agreement, dated June 29, 2015, by and between the Company and Gregory 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
|
*
|
The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. General Cable agrees to furnish supplementally a copy of any omitted schedule or exhibit, or any section thereof, to the SEC upon request.
|
#
|
Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on June 9, 2015
|
##
|
Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the Commission on July 6, 2015
|
|
|
|
|
Page
|
|
ARTICLE I THE CLOSING; PURCHASE AND SALE OF EQUITY AND ASSETS
|
5
|
|
|
1.1
|
Purchase of Company Equity and Intercompany Loans
|
5
|
|
1.2
|
Purchase of Assets
|
5
|
|
1.3
|
Excluded Assets
|
6
|
|
1.4
|
Assumed Liabilities
|
7
|
|
1.5
|
Excluded Liabilities
|
7
|
|
1.6
|
Consideration.
|
7
|
|
1.7
|
Closing
|
8
|
|
1.8
|
Payment of the Purchase Price; Delivery of the Company Equity and Purchased Assets.
|
9
|
|
1.9
|
Purchase Price Adjustment
|
10
|
|
1.1
|
Tax Withholding
|
15
|
|
ARTICLE II REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER
|
15
|
|
|
2.1
|
Organization; Power and Authorization
|
15
|
|
2.2
|
Binding Effect and Noncontravention.
|
16
|
|
2.3
|
Broker Fees
|
16
|
|
2.4
|
Financial Ability
|
16
|
|
2.5
|
No Litigation
|
16
|
|
2.6
|
Investment
|
17
|
|
2.7
|
Solvency
|
17
|
|
2.8
|
Acknowledgement by the Buyer.
|
17
|
|
ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE SELLER
|
18
|
|
|
3.1
|
Organization; Power and Authorization.
|
18
|
|
3.2
|
Binding Effect and Noncontravention.
|
19
|
|
3.3
|
Ownership.
|
20
|
|
3.4
|
Capitalization; Subsidiaries.
|
21
|
|
3.5
|
Broker Fees
|
21
|
|
3.6
|
Financial Statements
|
21
|
|
3.7
|
Absence of Changes
|
22
|
|
3.8
|
Compliance with Law and Proceedings.
|
22
|
|
3.9
|
Contracts.
|
23
|
|
3.1
|
Employees and Labor Matters.
|
24
|
|
3.11
|
Disclaimer
|
25
|
|
ARTICLE IV COVENANTS AND OTHER AGREEMENTS
|
25
|
|
|
4.1
|
General
|
25
|
|
4.2
|
Operation of Business
|
25
|
|
4.3
|
Access to Records
|
27
|
|
4.4
|
Supplemental Disclosure; Notice of Developments.
|
28
|
|
4.5
|
Public Announcements; Confidentiality.
|
28
|
|
4.6
|
Litigation Support
|
28
|
|
4.7
|
Regulatory and Other Approvals; Consents.
|
29
|
|
|
|
|
|
|
|
|
4.8
|
Employee Matters.
|
31
|
|
4.9
|
New Zealand Employee Matters.
|
32
|
|
4.1
|
Record Retention
|
34
|
|
4.11
|
Indemnification of Directors and Officers; Insurance.
|
34
|
|
4.12
|
Tax Matters.
|
36
|
|
4.13
|
NZ GST.
|
41
|
|
4.14
|
Appointment of New Thailand Directors
|
41
|
|
4.15
|
Sale of Shares by Resigning Thailand Directors
|
42
|
|
4.16
|
2016 Thailand Dividends
|
42
|
|
4.17
|
NonCompetition Obligations of the Seller.
|
42
|
|
4.18
|
Conduct of Business post-Closing.
|
44
|
|
4.19
|
Further Assurances
|
45
|
|
4.2
|
Transaction Documents
|
45
|
|
4.21
|
Lowest Price
|
45
|
|
4.22
|
Assignments.
|
46
|
|
4.23
|
Designated Affiliates
|
46
|
|
ARTICLE V INDEMNIFICATIONS; SURVIVAL
|
47
|
|
|
5.1
|
Indemnification by the Seller
|
47
|
|
5.2
|
Indemnification by the Buyer
|
48
|
|
5.3
|
Losses Net of Insurance, Etc
|
49
|
|
5.4
|
Termination of Indemnification
|
51
|
|
5.5
|
Procedures Relating to Indemnification.
|
51
|
|
5.6
|
Survival of Representations and Warranties
|
53
|
|
5.7
|
Tax Treatment of Indemnification Payments
|
53
|
|
ARTICLE VI CONDITIONS TO THE CLOSING
|
53
|
|
|
6.1
|
Conditions of the Buyer’s Obligation
|
53
|
|
6.2
|
Conditions of the Seller’s Obligation
|
57
|
|
ARTICLE VII DEFINITIONS
|
60
|
|
|
ARTICLE VIII TERMINATION
|
70
|
|
|
8.1
|
Termination
|
70
|
|
8.2
|
Effect of Termination
|
71
|
|
ARTICLE IX MISCELLANEOUS
|
71
|
|
|
9.1
|
Australian Privacy Laws
|
71
|
|
9.2
|
Expenses
|
72
|
|
9.3
|
Stamp Duty
|
72
|
|
9.4
|
Governing Law.
|
72
|
|
9.5
|
Jurisdiction; Service of Process
|
72
|
|
9.6
|
Waiver of Jury Trial
|
72
|
|
9.7
|
Attorneys’ Fees
|
73
|
|
9.8
|
Waiver; Remedies Cumulative
|
73
|
|
9.9
|
Notices
|
73
|
|
9.1
|
Assignment
|
74
|
|
9.11
|
No Third-Party Beneficiaries
|
75
|
|
9.12
|
Amendments
|
75
|
|
|
|
|
|
|
|
|
9.13
|
Disclosure Schedules
|
75
|
|
9.14
|
Non-Recourse
|
76
|
|
9.15
|
Construction
|
76
|
|
9.16
|
Entire Agreement
|
76
|
|
9.17
|
Severability
|
76
|
|
9.18
|
Mutual Drafting
|
77
|
|
9.19
|
Counterparts; Facsimile
|
77
|
|
9.2
|
Limitation on Liability
|
77
|
|
9.21
|
Specific Performance
|
77
|
|
9.22
|
No Joint Venture
|
77
|
|
9.23
|
Effectiveness
|
77
|
|
(i)
|
Minsmere Pty Ltd, as the landlord under the Commercial Lease (Premises: Suites 3 and 4, Level 1, 205-211 Forster Road, Mount Waverley) with GC Australia, as the lessee, having a lease term commencing from 15 July 2013 to 14 July 2018, provide its consent and/or approval in writing to approve the execution, delivery and performance by GC Australia, as pursuant to the Transaction Documents; and
|
(ii)
|
The Stan Perron Charitable Foundation Limited, as the landlord under the Lease: 26 Down Street, Welshpool with GC Australia, as the lessee, to provide its consent and/or approval in writing to approve the execution, delivery and performance by GC Australia, as pursuant to the Transaction Documents.
|
Term
|
Section Reference
|
Accounting Arbitrator
|
1.9(d)
|
Adjustment Calculation
|
1.9(b)
|
Adjustment Notice
|
1.9(b)
|
Agreement
|
Preamble
|
Antitrust Laws
|
4.7(b)
|
Asset Purchase Price
|
1.6(b)(v)
|
Asset Seller
|
Recitals
|
Assets
|
3.3(e)
|
Assumed Liabilities
|
1.4
|
Australia Equity Purchase Price
|
1.6(b)(iv)
|
Australia Holdings
|
Recitals
|
Australia Management Termination Agreement
|
6.1(f)(xvi)
|
Buyer
|
Preamble
|
Check-the-Box Election
|
4.12(g)(iv)
|
China Approval Documents
|
1.8(d)
|
China Equity Purchase Price
|
1.6(b)(iii)
|
China Holdings
|
Recitals
|
China Management Termination Agreement
|
6.1(f)(xiv)
|
China Trademark License Agreement
|
6.1(f)(xv)
|
Claim Notice
|
5.4
|
Closing
|
1.7
|
Closing Balance Sheet
|
1.9(b)
|
Closing Date
|
1.7
|
Closing Date WAIC Calculation
|
1.9(b)
|
Closings
|
1.7
|
Competing Business
|
4.18(a)
|
Competing Business’s Gross Revenue Percentage
|
4.18(e)
|
Covered Persons
|
4.11(a)
|
Equity Sellers
|
Recitals
|
Estimated Closing Balance Sheet
|
1.9(a)
|
Estimated Net Cash Amount
|
1.9(a)
|
Estimated Net Working Capital
|
1.9(a)
|
Estimates
|
1.9(a)
|
Excluded Assets
|
1.3
|
Excluded Liabilities
|
1.5
|
Financial Statements
|
3.6
|
First Closing
|
1.7
|
First Closing Date
|
1.7
|
Fundamental Representations
|
5.1
|
GC Industries
|
Recitals
|
GK Tech
|
Recitals
|
Global Holdings
|
Recitals
|
Governmental Antitrust Authority
|
4.7(a)
|
Material Contract
|
3.9
|
Material Distributors
|
6.1(f)(iii)
|
Net Cash Amount Calculation
|
1.9(b)
|
Net Working Capital Calculation
|
1.9(b)
|
Netherlands Holdings
|
Recitals
|
New Thailand Authorized Directors
|
4.14
|
New Thailand Directors
|
4.14
|
New Zealand Allocation Schedule
|
1.6(d)
|
Notice of Exercise
|
4.18(e)
|
Notice of Withholding
|
1.10
|
Objection Notice
|
1.9(c)
|
Overseas Holdings
|
Recitals
|
Parties
|
Preamble
|
PD Trading Equity Purchase Price
|
1.6(b)(ii)
|
PDIC
|
Recitals
|
PDITL Equity Purchase Price
|
1.6(b)(i)
|
Pre-Closing Tax Period
|
4.12(a)
|
Purchase Price
|
1.6(a)
|
Purchase Right
|
4.18(e)
|
Purchase Right Notice
|
4.18(e)
|
Purchased Assets
|
1.2
|
Reorganization
|
4.17
|
Restricted Period
|
4.18(a)
|
Restricted Region
|
4.18(a)
|
Second Closing
|
1.7
|
Second Closing Date
|
1.7
|
Seller
|
Preamble
|
Settlement Date
|
1.9(f)
|
Share Transfer Documents
|
1.8(g)
|
Straddle Tax Period
|
4.12(b)
|
Target
|
4.18(e)
|
Target Transaction
|
4.18(e)
|
Tax Dispute Accountant
|
4.13(i)
|
TCRCL
|
4.14
|
Technical Support Agreement
|
6.1(f)(vii)
|
Thailand Director-Shareholders
|
4.15
|
Thailand Holdings
|
Recitals
|
Thailand Management Termination Agreement
|
6.1(f)(ix)
|
Thailand Technical Assistance Termination Agreement
|
6.1(f)(viii)
|
Thailand Trademark License Agreement
|
6.1(f)(x)
|
Third-Party Claim
|
5.5
|
Transition Services Agreement
|
6.1(f)(vi)
|
BUYER:
|
||
|
||
M M LOGISTICS CO., LTD.
|
||
|
||
|
|
|
By:
/s/ Vonnarat Tangkaravakoon
|
||
Name: Vonnarat Tangkaravakoon
|
||
Title: Authorized Director
|
||
|
||
|
||
SELLER
:
GENERAL CABLE CORPORATION
|
||
|
||
|
||
By:
/s/ Diana Toman
)
|
||
Name: Diana Toman
Title: Attorney-in-fact
|
|
Six months ended July 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 from continuing operations
|
$
|
(40.6
|
)
|
|
$
|
(550.0
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
66.1
|
|
|
$
|
87.6
|
|
|
$
|
92.1
|
|
Preferred stock dividend (pre-tax equivalent)
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Fixed charges
|
55.5
|
|
|
123.7
|
|
|
133.2
|
|
|
110.5
|
|
|
100.3
|
|
|
78.7
|
|
||||||
TOTAL EARNINGS, AS DEFINED
|
$
|
14.9
|
|
|
$
|
(426.3
|
)
|
|
$
|
126.1
|
|
|
$
|
176.3
|
|
|
$
|
187.6
|
|
|
$
|
170.5
|
|
FIXED CHARGES, AS DEFINED
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
47.6
|
|
|
$
|
109.6
|
|
|
$
|
118.2
|
|
|
$
|
100.4
|
|
|
$
|
91.4
|
|
|
$
|
71.3
|
|
Amortization of capitalized expenses related to debt
|
2.1
|
|
|
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
|
5.8
|
|
|
10.3
|
|
|
10.8
|
|
|
6.5
|
|
|
4.2
|
|
|
3.8
|
|
||||||
TOTAL FIXED CHARGES, AS DEFINED
|
$
|
55.5
|
|
|
$
|
123.7
|
|
|
$
|
133.2
|
|
|
$
|
110.5
|
|
|
$
|
100.3
|
|
|
$
|
78.7
|
|
RATIO OF EARNINGS TO FIXED CHARGES
|
0.3
|
|
|
(3.4
|
)
|
|
0.9
|
|
|
1.6
|
|
|
1.9
|
|
|
2.2
|
|
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:
|
August 10, 2015
|
|
|
/s/ MICHAEL T. MCDONNELL
|
|
Michael T. McDonnell
|
|
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:
|
August 10, 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:
|
August 10, 2015
|
|
/s/ MICHAEL T. MCDONNELL
|
|
|
|
Michael T. McDonnell
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Date:
|
August 10, 2015
|
|
/s/ BRIAN J. ROBINSON
|
|
|
|
Brian J. Robinson
|
|
|
|
Executive Vice President and Chief Financial Officer
|