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 2, 2016
|
Common Stock, $0.01 par value
|
49,243,628
|
|
|
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
|
||||||
|
April 1,
2016 |
|
April 3,
2015 |
||||
Net sales
|
$
|
974.0
|
|
|
$
|
1,171.1
|
|
Cost of sales
|
867.9
|
|
|
1,057.4
|
|
||
Gross profit
|
106.1
|
|
|
113.7
|
|
||
Selling, general and administrative expenses
|
88.9
|
|
|
97.5
|
|
||
Goodwill impairment charge
|
1.6
|
|
|
—
|
|
||
Intangible asset impairment charges
|
0.3
|
|
|
—
|
|
||
Operating income (loss)
|
15.3
|
|
|
16.2
|
|
||
Other income (expense)
|
(1.4
|
)
|
|
(25.8
|
)
|
||
Interest income (expense):
|
|
|
|
||||
Interest expense
|
(21.5
|
)
|
|
(24.4
|
)
|
||
Interest income
|
0.3
|
|
|
0.5
|
|
||
|
(21.2
|
)
|
|
(23.9
|
)
|
||
Income (loss) before income taxes
|
(7.3
|
)
|
|
(33.5
|
)
|
||
Income tax (provision) benefit
|
(0.8
|
)
|
|
(1.4
|
)
|
||
Equity in net earnings of affiliated companies
|
0.1
|
|
|
0.2
|
|
||
Net income (loss) from continuing operations
|
(8.0
|
)
|
|
(34.7
|
)
|
||
Net income (loss) from discontinued operations, net of tax
|
3.6
|
|
|
(6.2
|
)
|
||
Net income (loss) including noncontrolling interest
|
(4.4
|
)
|
|
(40.9
|
)
|
||
Less: net income (loss) attributable to noncontrolling interest
|
0.3
|
|
|
(2.8
|
)
|
||
Net income (loss) attributable to Company common shareholders
|
$
|
(4.7
|
)
|
|
$
|
(38.1
|
)
|
Earnings (loss) per share - Net income (loss) from continuing operations attributable to Company common shareholders per common share
|
|
|
|
||||
Earnings (loss) per common share-basic
|
$
|
(0.17
|
)
|
|
$
|
(0.69
|
)
|
Earnings (loss) per common share-assuming dilution
|
$
|
(0.17
|
)
|
|
$
|
(0.69
|
)
|
Earnings (loss) per share - Net income (loss) from discontinued operations attributable to Company common shareholders per common share
|
|
|
|
||||
Earnings (loss) per common share-basic
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
Earnings (loss) per common share-assuming dilution
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
Earnings (loss) per share - Net income (loss) attributable to Company common shareholders per common share
|
|
|
|
||||
Earnings (loss) per common share-basic
|
$
|
(0.10
|
)
|
|
$
|
(0.78
|
)
|
Earnings (loss) per common share-assuming dilution
|
$
|
(0.10
|
)
|
|
$
|
(0.78
|
)
|
Dividends per common share
|
$
|
0.18
|
|
|
$
|
0.18
|
|
Comprehensive income (loss):
|
|
|
|
||||
Net income (loss)
|
$
|
(4.4
|
)
|
|
$
|
(40.9
|
)
|
Currency translation gain (loss)
|
31.5
|
|
|
(44.6
|
)
|
||
Defined benefit plan adjustments, net of tax of $0.9 million in the three months ended April 1, 2016 and $1.5 million in the three months ended April 3, 2015
|
1.3
|
|
|
3.0
|
|
||
Comprehensive income (loss), net of tax
|
28.4
|
|
|
(82.5
|
)
|
||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
0.5
|
|
|
(6.4
|
)
|
||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
27.9
|
|
|
$
|
(76.1
|
)
|
|
April 1,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
86.5
|
|
|
$
|
79.7
|
|
Receivables, net of allowances of $18.9 million at April 1, 2016 and $17.6 million at December 31, 2015
|
798.7
|
|
|
686.9
|
|
||
Inventories
|
828.0
|
|
|
807.8
|
|
||
Prepaid expenses and other
|
78.2
|
|
|
62.1
|
|
||
Current assets of discontinued operations
|
92.7
|
|
|
103.9
|
|
||
Total current assets
|
1,884.1
|
|
|
1,740.4
|
|
||
Property, plant and equipment, net
|
523.9
|
|
|
523.5
|
|
||
Deferred income taxes
|
20.7
|
|
|
20.6
|
|
||
Goodwill
|
20.6
|
|
|
22.2
|
|
||
Intangible assets, net
|
35.0
|
|
|
36.6
|
|
||
Unconsolidated affiliated companies
|
8.5
|
|
|
8.4
|
|
||
Other non-current assets
|
38.0
|
|
|
46.0
|
|
||
Non-current assets of discontinued operations
|
56.6
|
|
|
56.9
|
|
||
Total assets
|
$
|
2,587.4
|
|
|
$
|
2,454.6
|
|
Liabilities and Total Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
470.1
|
|
|
$
|
411.4
|
|
Accrued liabilities
|
333.1
|
|
|
331.4
|
|
||
Current portion of long-term debt
|
172.8
|
|
|
154.9
|
|
||
Current liabilities of discontinued operations
|
25.1
|
|
|
51.6
|
|
||
Total current liabilities
|
1,001.1
|
|
|
949.3
|
|
||
Long-term debt
|
973.8
|
|
|
911.6
|
|
||
Deferred income taxes
|
148.9
|
|
|
145.3
|
|
||
Other liabilities
|
182.4
|
|
|
185.6
|
|
||
Non-current liabilities of discontinued operations
|
1.4
|
|
|
1.7
|
|
||
Total liabilities
|
2,307.6
|
|
|
2,193.5
|
|
||
Commitments and contingencies (see Note 18)
|
|
|
|
||||
Redeemable noncontrolling interest
|
18.2
|
|
|
18.2
|
|
||
Total equity:
|
|
|
|
||||
Common stock, $0.01 par value, issued and outstanding shares:
|
|
|
|
||||
April 1, 2016 – 49,236,099 (net of 9,573,867 treasury shares)
|
|
|
|
||||
December 31, 2015 – 48,908,227 (net of 9,901,739 treasury shares)
|
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
712.2
|
|
|
720.5
|
|
||
Treasury stock
|
(172.6
|
)
|
|
(180.1
|
)
|
||
Retained earnings
|
13.6
|
|
|
27.2
|
|
||
Accumulated other comprehensive income (loss)
|
(307.6
|
)
|
|
(340.2
|
)
|
||
Total Company shareholders’ equity
|
246.2
|
|
|
228.0
|
|
||
Noncontrolling interest
|
15.4
|
|
|
14.9
|
|
||
Total equity
|
261.6
|
|
|
242.9
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
2,587.4
|
|
|
$
|
2,454.6
|
|
|
Three Fiscal Months Ended
|
||||||
|
April 1, 2016
|
|
April 3, 2015
|
||||
Cash flows of operating activities:
|
|
|
|
||||
Net income (loss) attributable to Company common shareholders
|
$
|
(4.7
|
)
|
|
$
|
(38.1
|
)
|
Net income (loss) attributable to noncontrolling interest
|
0.3
|
|
|
(2.8
|
)
|
||
Net income (loss) including noncontrolling interest
|
(4.4
|
)
|
|
(40.9
|
)
|
||
Net (income) loss from discontinued operations, net of taxes
|
(3.6
|
)
|
|
6.2
|
|
||
Adjustments to reconcile net income (loss) to net cash flows of operating activities:
|
|
|
|
||||
Depreciation and amortization
|
21.2
|
|
|
24.8
|
|
||
Foreign currency exchange (gain) loss
|
1.0
|
|
|
25.5
|
|
||
Deferred income taxes
|
3.1
|
|
|
(2.2
|
)
|
||
Non-cash asset impairment charges
|
8.6
|
|
|
10.2
|
|
||
Non-cash interest charges
|
0.9
|
|
|
0.9
|
|
||
(Gain) loss on disposal of subsidiaries
|
—
|
|
|
(1.1
|
)
|
||
(Gain) loss on disposal of property
|
0.5
|
|
|
1.1
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
||||
(Increase) decrease in receivables
|
(95.4
|
)
|
|
(33.2
|
)
|
||
(Increase) decrease in inventories
|
(2.7
|
)
|
|
(3.1
|
)
|
||
(Increase) decrease in other assets
|
(4.5
|
)
|
|
20.4
|
|
||
Increase (decrease) in accounts payable, accrued and other liabilities
|
32.8
|
|
|
98.5
|
|
||
Net cash flows of operating activities from continuing operations
|
(42.5
|
)
|
|
107.1
|
|
||
Net cash flows of operating activities from discontinued operations
|
1.9
|
|
|
(9.1
|
)
|
||
Net cash flows of operating activities
|
(40.6
|
)
|
|
98.0
|
|
||
Cash flows of investing activities:
|
|
|
|
||||
Capital expenditures
|
(14.3
|
)
|
|
(18.2
|
)
|
||
Proceeds from properties sold
|
0.2
|
|
|
0.2
|
|
||
Other
|
—
|
|
|
0.2
|
|
||
Net cash flows of investing activities from continuing operations
|
(14.1
|
)
|
|
(17.8
|
)
|
||
Net cash flows of investing activities from discontinued operations
|
(0.1
|
)
|
|
18.7
|
|
||
Net cash flows of investing activities
|
(14.2
|
)
|
|
0.9
|
|
||
Cash flows of financing activities:
|
|
|
|
||||
Dividends paid to shareholders
|
(8.9
|
)
|
|
(8.9
|
)
|
||
Proceeds from debt
|
386.7
|
|
|
1,003.5
|
|
||
Repayments of debt
|
(316.9
|
)
|
|
(1,100.3
|
)
|
||
Dividends paid to noncontrolling interest
|
—
|
|
|
1.5
|
|
||
Proceeds from exercise of stock options
|
—
|
|
|
0.1
|
|
||
Net cash flows of financing activities from continuing operations
|
60.9
|
|
|
(104.1
|
)
|
||
Net cash flows of financing activities from discontinued operations
|
(1.8
|
)
|
|
(1.0
|
)
|
||
Net cash flows of financing activities
|
59.1
|
|
|
(105.1
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
3.6
|
|
|
(32.0
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
7.9
|
|
|
(38.2
|
)
|
||
Cash and cash equivalents – beginning of period
|
112.4
|
|
|
205.8
|
|
||
Cash and cash equivalents – end of period
|
120.3
|
|
|
167.6
|
|
||
Less cash and cash equivalents of discontinued operations
|
33.8
|
|
|
70.2
|
|
||
Cash and cash equivalents of continuing operations – end of period
|
$
|
86.5
|
|
|
$
|
97.4
|
|
Supplemental Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income tax payments from continuing operations, net of refunds
|
$
|
11.4
|
|
|
$
|
0.9
|
|
Interest paid from continuing operations
|
$
|
24.0
|
|
|
$
|
27.2
|
|
Non-cash investing and financing activities from continuing operations:
|
|
|
|
||||
Capital expenditures included in accounts payable
|
$
|
11.2
|
|
|
$
|
10.4
|
|
|
|
|
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, 2015
|
$
|
242.9
|
|
|
$
|
0.6
|
|
|
$
|
720.5
|
|
|
$
|
(180.1
|
)
|
|
$
|
27.2
|
|
|
$
|
(340.2
|
)
|
|
$
|
14.9
|
|
Comprehensive income (loss)
|
28.4
|
|
|
|
|
|
|
|
|
(4.7
|
)
|
|
32.6
|
|
|
0.5
|
|
||||||||||
Common stock dividend
|
(8.9
|
)
|
|
|
|
|
|
|
|
(8.9
|
)
|
|
|
|
|
||||||||||||
Excess tax benefit (deficiency) from stock based compensation
|
(3.0
|
)
|
|
|
|
(3.0
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Stock options and RSU expense
|
3.5
|
|
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other – issuance pursuant to restricted stock, stock options and other
|
(1.3
|
)
|
|
|
|
(8.8
|
)
|
|
7.5
|
|
|
|
|
|
|
|
|
||||||||||
Balance, April 1, 2016
|
$
|
261.6
|
|
|
$
|
0.6
|
|
|
$
|
712.2
|
|
|
$
|
(172.6
|
)
|
|
$
|
13.6
|
|
|
$
|
(307.6
|
)
|
|
$
|
15.4
|
|
|
|
|
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 based compensation
|
(1.5
|
)
|
|
|
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends paid to noncontrolling interest
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(1.5
|
)
|
||||||||||||
Sale of noncontrolling interests
|
(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
|
|
2.
|
Accounting Standards
|
•
|
In the
first
quarter of
2016
, the Company completed the sale of General Cable Energy India Private Ltd. ("India") for gross proceeds of
$10.8 million
. The pre-tax gain recognized in the
three months ended
April 1, 2016
from the disposition of India was
$1.6 million
.
|
•
|
In the
third
quarter of
2015
, the Company completed the sale of Phelps Dodge International Thailand ("Thailand") for cash consideration of approximately
$88 million
.
|
•
|
In the
first
quarter of
2015
, the Company completed the sale of its
51%
interest in Dominion Wire and Cables ("Fiji") and its
20%
interest in Keystone Electric Wire and Cable ("Keystone") for cash consideration of
$9.3 million
and
$11.0 million
, respectively.
|
•
|
In the
fourth
quarter of
2014
, the Company completed the sale of its interest in Phelps Dodge International Philippines, Inc. (“PDP”) and Phelps Dodge Philippines Energy Products Corporation (“PDEP”) for cash consideration of
$67.1 million
.
|
|
Three Fiscal Months Ended
|
||||||
|
April 1,
2016 |
|
April 3,
2015 |
||||
Net sales
|
$
|
28.7
|
|
|
$
|
91.2
|
|
Cost of sales
|
23.9
|
|
|
84.2
|
|
||
Gross profit
|
4.8
|
|
|
7.0
|
|
||
Selling, general and administrative expenses
|
1.2
|
|
|
13.1
|
|
||
Goodwill and intangible asset impairment charges
|
—
|
|
|
3.2
|
|
||
Operating income (loss)
|
3.6
|
|
|
(9.3
|
)
|
||
Other income (expense)
|
0.2
|
|
|
0.9
|
|
||
Interest expense, net
|
(0.2
|
)
|
|
(0.4
|
)
|
||
Pre-tax gain on the disposal of discontinued operation
|
1.6
|
|
|
1.0
|
|
||
Income (loss) before income taxes
|
5.2
|
|
|
(7.8
|
)
|
||
Income tax (provision) benefit
|
(1.6
|
)
|
|
1.6
|
|
||
Net income (loss) including noncontrolling interest
|
$
|
3.6
|
|
|
$
|
(6.2
|
)
|
|
April 1, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
33.8
|
|
|
$
|
32.7
|
|
Receivables, net of allowances
|
24.5
|
|
|
28.5
|
|
||
Inventories
|
33.0
|
|
|
38.6
|
|
||
Prepaid expenses and other
|
1.4
|
|
|
4.1
|
|
||
Total current assets
|
92.7
|
|
|
103.9
|
|
||
Property, plant and equipment, net
|
40.0
|
|
|
39.7
|
|
||
Deferred income taxes
|
10.0
|
|
|
10.3
|
|
||
Other non-current assets
|
6.6
|
|
|
6.9
|
|
||
Total assets
|
$
|
149.3
|
|
|
$
|
160.8
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
10.1
|
|
|
$
|
17.3
|
|
Accrued liabilities
|
15.0
|
|
|
21.1
|
|
||
Current portion of long-term debt
|
—
|
|
|
13.2
|
|
||
Total current liabilities
|
25.1
|
|
|
51.6
|
|
||
Deferred income taxes
|
—
|
|
|
0.2
|
|
||
Other liabilities
|
1.4
|
|
|
1.5
|
|
||
Total liabilities
|
$
|
26.5
|
|
|
$
|
53.3
|
|
|
Employee Separation Costs
|
Asset-Related Costs
|
Other Costs
|
Total
|
||||||||
Total expected restructuring charges
|
$
|
5.0
|
|
$
|
6.0
|
|
$
|
14.0
|
|
$
|
25.0
|
|
Balance, December 31, 2015
|
$
|
1.3
|
|
$
|
—
|
|
$
|
3.2
|
|
$
|
4.5
|
|
Net provisions
|
1.3
|
|
0.1
|
|
5.4
|
|
6.8
|
|
||||
Net benefits charged against the assets
|
—
|
|
(0.1
|
)
|
(0.3
|
)
|
(0.4
|
)
|
||||
Payments
|
(0.3
|
)
|
—
|
|
(6.1
|
)
|
(6.4
|
)
|
||||
Foreign currency translation
|
—
|
|
—
|
|
0.1
|
|
0.1
|
|
||||
Balance, April 1, 2016
|
$
|
2.3
|
|
$
|
—
|
|
$
|
2.3
|
|
$
|
4.6
|
|
Total aggregate costs to date
|
$
|
3.5
|
|
$
|
2.0
|
|
$
|
9.9
|
|
$
|
15.4
|
|
|
Employee Separation Costs
|
Asset-Related Costs
|
Other Costs
|
Total
|
||||||||
Balance, December 31, 2015
|
$
|
7.6
|
|
$
|
—
|
|
$
|
3.0
|
|
$
|
10.6
|
|
Net provisions
|
0.8
|
|
1.5
|
|
2.6
|
|
4.9
|
|
||||
Net benefits charged against the assets
|
—
|
|
(1.5
|
)
|
—
|
|
(1.5
|
)
|
||||
Payments
|
(3.9
|
)
|
—
|
|
(1.1
|
)
|
(5.0
|
)
|
||||
Foreign currency translation
|
0.3
|
|
—
|
|
—
|
|
0.3
|
|
||||
Balance, April 1, 2016
|
$
|
4.8
|
|
$
|
—
|
|
$
|
4.5
|
|
$
|
9.3
|
|
Total aggregate costs to date
|
$
|
51.0
|
|
$
|
121.5
|
|
$
|
25.4
|
|
$
|
197.9
|
|
(in millions)
|
April 1, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
$
|
175.2
|
|
|
$
|
175.3
|
|
Work in process
|
143.8
|
|
|
122.5
|
|
||
Finished goods
|
509.0
|
|
|
510.0
|
|
||
Total
|
$
|
828.0
|
|
|
$
|
807.8
|
|
|
April 1, 2016
|
|
December 31, 2015
|
||||
Land
|
$
|
44.6
|
|
|
$
|
47.1
|
|
Buildings and leasehold improvements
|
198.2
|
|
|
189.7
|
|
||
Machinery, equipment and office furnishings
|
739.3
|
|
|
734.3
|
|
||
Construction in progress
|
28.0
|
|
|
25.7
|
|
||
Total gross book value
|
1,010.1
|
|
|
996.8
|
|
||
Less accumulated depreciation
|
(486.2
|
)
|
|
(473.3
|
)
|
||
Total net book value
|
$
|
523.9
|
|
|
$
|
523.5
|
|
|
Goodwill
|
|
Indefinite-Lived Assets – Trade Names
|
||||||||||||||||||||||||
|
North
America
|
|
Latin America
|
|
Africa/Asia Pacific
|
|
Total
|
|
North
America
|
|
Europe
|
|
Total
|
||||||||||||||
Balance, December 31, 2015
|
$
|
16.5
|
|
|
$
|
3.9
|
|
|
$
|
1.8
|
|
|
$
|
22.2
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
Currency translation and other adjustments
|
0.2
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||||
Goodwill and indefinite-lived asset impairment
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(1.6
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||||
Balance, April 1, 2016
|
$
|
16.7
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
20.6
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
|
April 1, 2016
|
|
December 31, 2015
|
||||
Amortized intangible assets:
|
|
|
|
||||
Amortized intangible assets
|
$
|
129.0
|
|
|
$
|
129.4
|
|
Accumulated amortization
|
(90.1
|
)
|
|
(87.9
|
)
|
||
Foreign currency translation adjustment
|
(4.7
|
)
|
|
(5.6
|
)
|
||
Amortized intangible assets, net
|
$
|
34.2
|
|
|
$
|
35.9
|
|
9.
|
Long-Term Debt
|
(in millions)
|
|
April 1, 2016
|
|
December 31, 2015
|
||||
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
|
|
(257.3
|
)
|
|
(257.8
|
)
|
||
Debt issuance costs
|
|
(11.7
|
)
|
|
(12.1
|
)
|
||
Asset-Based Revolving Credit Facility ("Revolving Credit Facility")
|
|
146.0
|
|
|
127.6
|
|
||
Other
|
|
9.3
|
|
|
9.2
|
|
||
Europe
|
|
|
|
|
||||
Revolving Credit Facility
|
|
52.5
|
|
|
8.7
|
|
||
Other
|
|
15.8
|
|
|
23.4
|
|
||
Latin America credit facilities
|
|
127.9
|
|
|
113.8
|
|
||
Africa/Asia Pacific credit facilities
|
|
34.6
|
|
|
24.2
|
|
||
Total debt
|
|
1,146.6
|
|
|
1,066.5
|
|
||
Less current maturities
|
|
172.8
|
|
|
154.9
|
|
||
Long-term debt
|
|
$
|
973.8
|
|
|
$
|
911.6
|
|
|
|
5.75% Senior Notes
|
||||||
(in millions)
|
|
April 1, 2016
|
|
December 31, 2015
|
||||
Face Value
|
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Debt issuance costs
|
|
(7.9
|
)
|
|
(8.2
|
)
|
||
Book value
|
|
592.1
|
|
|
591.8
|
|
||
Fair Value (Level 2)
|
|
476.7
|
|
|
450.0
|
|
||
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% Senior Notes on or after the stated beginning dates at percentages noted above (plus accrued and unpaid
|
|
|
Subordinated Convertible
Notes
|
||||||
(in millions)
|
|
April 1, 2016
|
|
December 31, 2015
|
||||
Face value
|
|
$
|
429.5
|
|
|
$
|
429.5
|
|
Debt discount
|
|
(257.3
|
)
|
|
(257.8
|
)
|
||
Debt issuance costs
|
|
(3.8
|
)
|
|
(3.9
|
)
|
||
Book value
|
|
168.4
|
|
|
167.8
|
|
||
Fair value (Level 1)
|
|
231.6
|
|
|
265.8
|
|
||
Maturity date
|
|
Nov 2029
|
||||||
Stated annual interest rate
|
|
4.50% until Nov 2019
2.25% until Nov 2029
|
||||||
Interest payments
|
|
Semi-annually:
May 15 & Nov 15
|
|
|
Revolving Credit Facility
|
||||||
(in millions)
|
|
April 1, 2016
|
|
December 31, 2015
|
||||
Outstanding borrowings
|
|
$
|
198.5
|
|
|
$
|
136.3
|
|
Total credit under facility
|
|
1,000.0
|
|
|
1,000.0
|
|
||
Undrawn availability
(1)
|
|
320.4
|
|
|
347.5
|
|
||
Interest rate
|
|
2.4
|
%
|
|
2.5
|
%
|
||
Outstanding letters of credit
|
|
$
|
21.7
|
|
|
$
|
36.7
|
|
Original issuance
|
|
July 2011
|
||||||
Maturity date
|
|
Sept 2018
|
10.
|
Financial Instruments
|
|
April 1, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Notional
Amount
|
|
Fair Value
|
|
Notional
Amount
|
|
Fair Value
|
||||||||||||||||
|
Asset
(1)
|
|
Liability
(2)
|
|
Asset
(1)
|
|
Liability
(2)
|
||||||||||||||||
Derivatives not designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity futures
|
$
|
114.7
|
|
|
$
|
0.3
|
|
|
$
|
5.6
|
|
|
$
|
133.5
|
|
|
$
|
0.3
|
|
|
$
|
9.9
|
|
Foreign currency exchange
|
59.7
|
|
|
1.0
|
|
|
0.4
|
|
|
75.2
|
|
|
0.4
|
|
|
2.3
|
|
||||||
|
|
|
$
|
1.3
|
|
|
$
|
6.0
|
|
|
|
|
$
|
0.7
|
|
|
$
|
12.2
|
|
(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
|
12.
|
Employee Benefit Plans
|
|
Three Fiscal Months Ended
|
||||||||||||||
|
April 1, 2016
|
|
April 3, 2015
|
||||||||||||
|
U.S.
Plans |
|
Non-U.S.
Plans |
|
U.S.
Plans |
|
Non-U.S.
Plans |
||||||||
Service cost
|
$
|
0.3
|
|
|
$
|
1.0
|
|
|
$
|
0.4
|
|
|
$
|
1.4
|
|
Interest cost
|
1.8
|
|
|
0.8
|
|
|
1.8
|
|
|
1.0
|
|
||||
Expected return on plan assets
|
(2.4
|
)
|
|
(0.6
|
)
|
|
(2.6
|
)
|
|
(0.7
|
)
|
||||
Amortization of prior service cost
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Amortization of net loss
|
1.7
|
|
|
0.3
|
|
|
1.9
|
|
|
0.7
|
|
||||
Settlement loss
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||
Net pension expense
|
$
|
1.4
|
|
|
$
|
1.7
|
|
|
$
|
1.5
|
|
|
$
|
3.5
|
|
13.
|
Accumulated Other Comprehensive Income (Loss)
|
|
April 1, 2016
|
|
December 31, 2015
|
||||||||||||
|
Company
Common
Shareholders
|
|
Noncontrolling
Interest
|
|
Company
Common
Shareholders
|
|
Noncontrolling
Interest
|
||||||||
Foreign currency translation adjustment
|
$
|
(244.3
|
)
|
|
$
|
(13.3
|
)
|
|
$
|
(275.6
|
)
|
|
$
|
(13.5
|
)
|
Pension adjustments, net of tax
|
(63.3
|
)
|
|
(1.5
|
)
|
|
(64.6
|
)
|
|
(1.5
|
)
|
||||
Accumulated other comprehensive income (loss)
|
$
|
(307.6
|
)
|
|
$
|
(14.8
|
)
|
|
$
|
(340.2
|
)
|
|
$
|
(15.0
|
)
|
|
Foreign currency translation
|
|
Change of fair value of pension benefit obligation
|
|
Total
|
||||||
Balance, December 31, 2015
|
$
|
(275.6
|
)
|
|
$
|
(64.6
|
)
|
|
$
|
(340.2
|
)
|
Other comprehensive income (loss) before reclassifications
|
20.8
|
|
|
—
|
|
|
20.8
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
10.5
|
|
|
1.3
|
|
|
11.8
|
|
|||
Net current - period other comprehensive income (loss)
|
31.3
|
|
|
1.3
|
|
|
32.6
|
|
|||
Balance, April 1, 2016
|
$
|
(244.3
|
)
|
|
$
|
(63.3
|
)
|
|
$
|
(307.6
|
)
|
|
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
|
)
|
|
|
Three Fiscal Months Ended
|
Three Fiscal Months Ended
|
|
||||
|
|
April 1, 2016
|
April 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 from continuing operations
|
|
$
|
—
|
|
$
|
6.2
|
|
SG&A
|
Sale of subsidiaries from discontinued operations
|
|
10.5
|
|
—
|
|
Net income (loss) from discontinued operations, net of tax
|
||
Total - Foreign Currency Items
|
|
$
|
10.5
|
|
$
|
6.2
|
|
|
Amortization of defined pension items, net of tax:
|
|
|
|
|
||||
Prior service cost
|
|
$
|
0.1
|
|
$
|
0.1
|
|
Cost of Sales
|
Net loss
|
|
1.2
|
|
1.7
|
|
Cost of Sales
|
||
Settlement loss
|
|
—
|
|
1.2
|
|
Cost of Sales
|
||
Total - Pension Items
|
|
$
|
1.3
|
|
$
|
3.0
|
|
|
Total
|
|
$
|
11.8
|
|
$
|
9.2
|
|
|
16.
|
Earnings (Loss) Per Common Share
|
|
Three Fiscal Months Ended
|
||||||
|
April 1, 2016
|
|
April 3, 2015
|
||||
Amounts attributable to the Company – basic and diluted:
|
|
|
|
||||
Net income (loss) from continuing operations
|
$
|
(8.0
|
)
|
|
$
|
(34.7
|
)
|
Less: net income (loss) attributable to continuing operations noncontrolling interest
|
0.3
|
|
|
(0.8
|
)
|
||
Net income (loss) from continuing operations attributable to Company common shareholders
|
$
|
(8.3
|
)
|
|
$
|
(33.9
|
)
|
Net income (loss) from discontinued operations, net of tax
|
3.6
|
|
|
(6.2
|
)
|
||
Less: net income (loss) attributable to discontinued operations noncontrolling interest
|
—
|
|
|
(2.0
|
)
|
||
Net income (loss) from discontinued operations attributable to Company common shareholders
|
$
|
3.6
|
|
|
$
|
(4.2
|
)
|
Net income (loss) attributable to Company common shareholders
(1)
|
$
|
(4.7
|
)
|
|
$
|
(38.1
|
)
|
Weighted average shares outstanding for basic EPS computation
(2,3)
|
49.1
|
|
|
48.8
|
|
||
Earnings (loss) per common share calculation - basic:
|
|
|
|
||||
Earnings (loss) from continuing operations attributable to Company common shareholders per common share – basic
(3)
|
$
|
(0.17
|
)
|
|
$
|
(0.69
|
)
|
Earnings (loss) from discontinued operations attributable to Company common shareholders per common share – basic
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
Earnings (loss) per common share attributable to Company common shareholders – basic
(3)
|
$
|
(0.10
|
)
|
|
$
|
(0.78
|
)
|
Weighted average shares outstanding including nonvested shares
|
49.1
|
|
|
48.8
|
|
||
Weighted average shares outstanding for diluted EPS computation
(2)
|
49.1
|
|
|
48.8
|
|
||
Earnings (loss) per common share calculation - dilution:
|
|
|
|
||||
Earnings (loss) from continuing operations attributable to Company common shareholders per common share – assuming dilution
|
$
|
(0.17
|
)
|
|
$
|
(0.69
|
)
|
Earnings (loss) from discontinued operations attributable to Company common shareholders per common share – assuming dilution
|
0.07
|
|
|
(0.09
|
)
|
||
Earnings (loss) per common share attributable to Company common shareholders – assuming dilution
|
$
|
(0.10
|
)
|
|
$
|
(0.78
|
)
|
(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 1, 2016
|
|
April 3, 2015
|
||||
Net Sales:
|
|
|
|
||||
North America
|
$
|
538.2
|
|
|
$
|
638.2
|
|
Europe
|
221.9
|
|
|
261.8
|
|
||
Latin America
|
155.0
|
|
|
205.3
|
|
||
Africa/Asia Pacific
|
58.9
|
|
|
65.8
|
|
||
Total
|
$
|
974.0
|
|
|
$
|
1,171.1
|
|
Segment Operating Income (Loss):
|
|
|
|
||||
North America
|
$
|
17.7
|
|
|
$
|
29.6
|
|
Europe
|
7.7
|
|
|
5.9
|
|
||
Latin America
|
(3.7
|
)
|
|
(15.9
|
)
|
||
Africa/Asia Pacific
|
(6.4
|
)
|
|
(3.4
|
)
|
||
Total
|
$
|
15.3
|
|
|
$
|
16.2
|
|
(in millions)
|
April 1, 2016
|
|
December 31, 2015
|
||||
Total Assets:
|
|
|
|
||||
North America
|
$
|
993.8
|
|
|
$
|
986.9
|
|
Europe
|
737.9
|
|
|
632.0
|
|
||
Latin America
|
518.0
|
|
|
480.8
|
|
||
Africa/Asia Pacific
|
337.7
|
|
|
354.9
|
|
||
Total
|
$
|
2,587.4
|
|
|
$
|
2,454.6
|
|
18.
|
Commitments and Contingencies
|
19.
|
Unconsolidated Affiliated Companies
|
|
Fair Value Measurement
|
||||||||||||||||||||||||||||||
|
April 1, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative assets
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Equity securities
(1)
|
10.5
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
|
18.0
|
|
|
—
|
|
|
—
|
|
|
18.0
|
|
||||||||
Total assets
|
$
|
10.5
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
11.8
|
|
|
$
|
18.0
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
18.7
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
12.2
|
|
|
$
|
—
|
|
|
$
|
12.2
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
12.2
|
|
|
$
|
—
|
|
|
$
|
12.2
|
|
21.
|
Supplemental Guarantor Condensed Financial Information
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
447.2
|
|
|
$
|
526.8
|
|
|
$
|
—
|
|
|
$
|
974.0
|
|
Intercompany
|
17.1
|
|
|
67.0
|
|
|
43.1
|
|
|
(127.2
|
)
|
|
—
|
|
|||||
|
17.1
|
|
|
514.2
|
|
|
569.9
|
|
|
(127.2
|
)
|
|
974.0
|
|
|||||
Cost of sales
|
—
|
|
|
453.9
|
|
|
524.1
|
|
|
(110.1
|
)
|
|
867.9
|
|
|||||
Gross profit
|
17.1
|
|
|
60.3
|
|
|
45.8
|
|
|
(17.1
|
)
|
|
106.1
|
|
|||||
Selling, general and administrative expenses
|
18.7
|
|
|
44.9
|
|
|
42.4
|
|
|
(17.1
|
)
|
|
88.9
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|||||
Intangible asset impairment charges
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Operating income (loss)
|
(1.6
|
)
|
|
15.1
|
|
|
1.8
|
|
|
—
|
|
|
15.3
|
|
|||||
Other income (expense)
|
—
|
|
|
0.2
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(14.3
|
)
|
|
(16.2
|
)
|
|
(6.2
|
)
|
|
15.2
|
|
|
(21.5
|
)
|
|||||
Interest income
|
13.8
|
|
|
1.2
|
|
|
0.5
|
|
|
(15.2
|
)
|
|
0.3
|
|
|||||
|
(0.5
|
)
|
|
(15.0
|
)
|
|
(5.7
|
)
|
|
—
|
|
|
(21.2
|
)
|
|||||
Income (loss) before income taxes
|
(2.1
|
)
|
|
0.3
|
|
|
(5.5
|
)
|
|
—
|
|
|
(7.3
|
)
|
|||||
Income tax (provision) benefit
|
0.1
|
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(2.7
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
5.4
|
|
|
0.1
|
|
|||||
Net income (loss) from continuing operations
|
(4.7
|
)
|
|
(2.7
|
)
|
|
(6.0
|
)
|
|
5.4
|
|
|
(8.0
|
)
|
|||||
Net income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|||||
Net income (loss) including noncontrolling interest
|
(4.7
|
)
|
|
(2.7
|
)
|
|
(2.4
|
)
|
|
5.4
|
|
|
(4.4
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(4.7
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
5.4
|
|
|
$
|
(4.7
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(4.7
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
5.4
|
|
|
$
|
(4.4
|
)
|
Currency translation gain (loss)
|
31.3
|
|
|
31.3
|
|
|
26.8
|
|
|
(57.9
|
)
|
|
31.5
|
|
|||||
Defined benefit plan adjustments, net of tax
|
1.3
|
|
|
1.3
|
|
|
0.3
|
|
|
(1.6
|
)
|
|
1.3
|
|
|||||
Comprehensive income (loss), net of tax
|
27.9
|
|
|
29.9
|
|
|
24.7
|
|
|
(54.1
|
)
|
|
28.4
|
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
27.9
|
|
|
$
|
29.9
|
|
|
$
|
24.2
|
|
|
$
|
(54.1
|
)
|
|
$
|
27.9
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
540.4
|
|
|
$
|
630.7
|
|
|
$
|
—
|
|
|
$
|
1,171.1
|
|
Intercompany
|
21.1
|
|
|
62.7
|
|
|
47.3
|
|
|
(131.1
|
)
|
|
—
|
|
|||||
|
21.1
|
|
|
603.1
|
|
|
678.0
|
|
|
(131.1
|
)
|
|
1,171.1
|
|
|||||
Cost of sales
|
—
|
|
|
527.0
|
|
|
640.4
|
|
|
(110.0
|
)
|
|
1,057.4
|
|
|||||
Gross profit
|
21.1
|
|
|
76.1
|
|
|
37.6
|
|
|
(21.1
|
)
|
|
113.7
|
|
|||||
Selling, general and administrative expenses
|
20.5
|
|
|
47.2
|
|
|
50.9
|
|
|
(21.1
|
)
|
|
97.5
|
|
|||||
Operating income (loss)
|
0.6
|
|
|
28.9
|
|
|
(13.3
|
)
|
|
—
|
|
|
16.2
|
|
|||||
Other income (expense)
|
0.7
|
|
|
(1.5
|
)
|
|
(25.0
|
)
|
|
—
|
|
|
(25.8
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(15.4
|
)
|
|
(17.2
|
)
|
|
(9.1
|
)
|
|
17.3
|
|
|
(24.4
|
)
|
|||||
Interest income
|
14.8
|
|
|
2.4
|
|
|
0.6
|
|
|
(17.3
|
)
|
|
0.5
|
|
|||||
|
(0.6
|
)
|
|
(14.8
|
)
|
|
(8.5
|
)
|
|
—
|
|
|
(23.9
|
)
|
|||||
Income (loss) before income taxes
|
0.7
|
|
|
12.6
|
|
|
(46.8
|
)
|
|
—
|
|
|
(33.5
|
)
|
|||||
Income tax (provision) benefit
|
(0.6
|
)
|
|
(5.6
|
)
|
|
4.8
|
|
|
—
|
|
|
(1.4
|
)
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(38.2
|
)
|
|
(45.2
|
)
|
|
0.1
|
|
|
83.5
|
|
|
0.2
|
|
|||||
Net income (loss) from continuing operations
|
(38.1
|
)
|
|
(38.2
|
)
|
|
(41.9
|
)
|
|
83.5
|
|
|
(34.7
|
)
|
|||||
Net income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
|
—
|
|
|
(6.2
|
)
|
|||||
Net income (loss) including noncontrolling interest
|
(38.1
|
)
|
|
(38.2
|
)
|
|
(48.1
|
)
|
|
83.5
|
|
|
(40.9
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(38.1
|
)
|
|
$
|
(38.2
|
)
|
|
$
|
(45.3
|
)
|
|
$
|
83.5
|
|
|
$
|
(38.1
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(38.1
|
)
|
|
$
|
(38.2
|
)
|
|
$
|
(48.1
|
)
|
|
$
|
83.5
|
|
|
$
|
(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
|
)
|
|
(76.2
|
)
|
|
(65.5
|
)
|
|
135.3
|
|
|
(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
|
)
|
|
$
|
(76.2
|
)
|
|
$
|
(59.1
|
)
|
|
$
|
135.3
|
|
|
$
|
(76.1
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
84.0
|
|
|
$
|
—
|
|
|
$
|
86.5
|
|
Receivables, net of allowances
|
—
|
|
|
239.6
|
|
|
559.1
|
|
|
—
|
|
|
798.7
|
|
|||||
Inventories
|
—
|
|
|
356.3
|
|
|
471.7
|
|
|
—
|
|
|
828.0
|
|
|||||
Prepaid expenses and other
|
—
|
|
|
21.9
|
|
|
56.3
|
|
|
—
|
|
|
78.2
|
|
|||||
Current assets of discontinued operations
|
—
|
|
|
—
|
|
|
92.7
|
|
|
—
|
|
|
92.7
|
|
|||||
Total current assets
|
—
|
|
|
620.3
|
|
|
1,263.8
|
|
|
—
|
|
|
1,884.1
|
|
|||||
Property, plant and equipment, net
|
0.4
|
|
|
190.6
|
|
|
332.9
|
|
|
—
|
|
|
523.9
|
|
|||||
Deferred income taxes
|
—
|
|
|
55.0
|
|
|
20.7
|
|
|
(55.0
|
)
|
|
20.7
|
|
|||||
Intercompany accounts
|
1,102.7
|
|
|
110.4
|
|
|
79.2
|
|
|
(1,292.3
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
102.3
|
|
|
707.3
|
|
|
—
|
|
|
(809.6
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
13.8
|
|
|
6.8
|
|
|
—
|
|
|
20.6
|
|
|||||
Intangible assets, net
|
—
|
|
|
8.7
|
|
|
26.3
|
|
|
—
|
|
|
35.0
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
8.5
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
|||||
Other non-current assets
|
—
|
|
|
18.3
|
|
|
19.7
|
|
|
—
|
|
|
38.0
|
|
|||||
Non-current assets of discontinued operations
|
—
|
|
|
—
|
|
|
56.6
|
|
|
—
|
|
|
56.6
|
|
|||||
Total assets
|
$
|
1,205.4
|
|
|
$
|
1,732.9
|
|
|
$
|
1,806.0
|
|
|
$
|
(2,156.9
|
)
|
|
$
|
2,587.4
|
|
Liabilities and Total Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
128.4
|
|
|
$
|
341.7
|
|
|
$
|
—
|
|
|
$
|
470.1
|
|
Accrued liabilities
|
7.3
|
|
|
105.6
|
|
|
220.2
|
|
|
—
|
|
|
333.1
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
172.8
|
|
|
—
|
|
|
172.8
|
|
|||||
Current liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
25.1
|
|
|
—
|
|
|
25.1
|
|
|||||
Total current liabilities
|
7.3
|
|
|
234.0
|
|
|
759.8
|
|
|
—
|
|
|
1,001.1
|
|
|||||
Long-term debt
|
769.5
|
|
|
146.0
|
|
|
58.3
|
|
|
—
|
|
|
973.8
|
|
|||||
Deferred income taxes
|
182.3
|
|
|
—
|
|
|
21.6
|
|
|
(55.0
|
)
|
|
148.9
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,181.2
|
|
|
111.1
|
|
|
(1,292.3
|
)
|
|
—
|
|
|||||
Other liabilities
|
0.1
|
|
|
69.4
|
|
|
112.9
|
|
|
—
|
|
|
182.4
|
|
|||||
Non-current liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||||
Total liabilities
|
959.2
|
|
|
1,630.6
|
|
|
1,065.1
|
|
|
(1,347.3
|
)
|
|
2,307.6
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
18.2
|
|
|
—
|
|
|
18.2
|
|
|||||
Total Company shareholders’ equity
|
246.2
|
|
|
102.3
|
|
|
707.3
|
|
|
(809.6
|
)
|
|
246.2
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
15.4
|
|
|
—
|
|
|
15.4
|
|
|||||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
1,205.4
|
|
|
$
|
1,732.9
|
|
|
$
|
1,806.0
|
|
|
$
|
(2,156.9
|
)
|
|
$
|
2,587.4
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
78.9
|
|
|
$
|
—
|
|
|
$
|
79.7
|
|
Receivables, net of allowances
|
—
|
|
|
214.0
|
|
|
472.9
|
|
|
—
|
|
|
686.9
|
|
|||||
Inventories
|
—
|
|
|
367.7
|
|
|
440.1
|
|
|
—
|
|
|
807.8
|
|
|||||
Prepaid expenses and other
|
—
|
|
|
18.5
|
|
|
43.6
|
|
|
—
|
|
|
62.1
|
|
|||||
Current assets of discontinued operations
|
—
|
|
|
—
|
|
|
103.9
|
|
|
—
|
|
|
103.9
|
|
|||||
Total current assets
|
—
|
|
|
601.0
|
|
|
1,139.4
|
|
|
—
|
|
|
1,740.4
|
|
|||||
Property, plant and equipment, net
|
0.4
|
|
|
192.6
|
|
|
330.5
|
|
|
—
|
|
|
523.5
|
|
|||||
Deferred income taxes
|
—
|
|
|
56.2
|
|
|
20.6
|
|
|
(56.2
|
)
|
|
20.6
|
|
|||||
Intercompany accounts
|
1,114.5
|
|
|
102.8
|
|
|
66.4
|
|
|
(1,283.7
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
72.4
|
|
|
672.8
|
|
|
—
|
|
|
(745.2
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
13.8
|
|
|
8.4
|
|
|
—
|
|
|
22.2
|
|
|||||
Intangible assets, net
|
—
|
|
|
9.5
|
|
|
27.1
|
|
|
—
|
|
|
36.6
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|||||
Other non-current assets
|
—
|
|
|
27.1
|
|
|
18.9
|
|
|
—
|
|
|
46.0
|
|
|||||
Non-current assets of discontinued operations
|
—
|
|
|
—
|
|
|
56.9
|
|
|
—
|
|
|
56.9
|
|
|||||
Total assets
|
$
|
1,187.3
|
|
|
$
|
1,684.2
|
|
|
$
|
1,668.2
|
|
|
$
|
(2,085.1
|
)
|
|
$
|
2,454.6
|
|
Liabilities and Total Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
103.5
|
|
|
$
|
307.9
|
|
|
$
|
—
|
|
|
$
|
411.4
|
|
Accrued liabilities
|
11.2
|
|
|
124.0
|
|
|
196.2
|
|
|
—
|
|
|
331.4
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
154.9
|
|
|
—
|
|
|
154.9
|
|
|||||
Current liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
51.6
|
|
|
—
|
|
|
51.6
|
|
|||||
Total current liabilities
|
11.2
|
|
|
227.5
|
|
|
710.6
|
|
|
—
|
|
|
949.3
|
|
|||||
Long-term debt
|
768.6
|
|
|
127.5
|
|
|
15.5
|
|
|
—
|
|
|
911.6
|
|
|||||
Deferred income taxes
|
179.5
|
|
|
—
|
|
|
22.0
|
|
|
(56.2
|
)
|
|
145.3
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,180.1
|
|
|
103.6
|
|
|
(1,283.7
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
76.7
|
|
|
108.9
|
|
|
—
|
|
|
185.6
|
|
|||||
Non-current liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Total liabilities
|
959.3
|
|
|
1,611.8
|
|
|
962.3
|
|
|
(1,339.9
|
)
|
|
2,193.5
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
18.2
|
|
|
—
|
|
|
18.2
|
|
|||||
Total Company shareholders’ equity
|
228.0
|
|
|
72.4
|
|
|
672.8
|
|
|
(745.2
|
)
|
|
228.0
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
14.9
|
|
|
—
|
|
|
14.9
|
|
|||||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
1,187.3
|
|
|
$
|
1,684.2
|
|
|
$
|
1,668.2
|
|
|
$
|
(2,085.1
|
)
|
|
$
|
2,454.6
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities from continuing operations
|
$
|
(5.0
|
)
|
|
$
|
2.6
|
|
|
$
|
(40.1
|
)
|
|
$
|
—
|
|
|
$
|
(42.5
|
)
|
Net cash flows of operating activities from discontinued operations
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|||||
Net cash flows of operating activities
|
(5.0
|
)
|
|
2.6
|
|
|
(38.2
|
)
|
|
—
|
|
|
(40.6
|
)
|
|||||
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(6.6
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
(14.3
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|||||
Other
|
—
|
|
|
(1.3
|
)
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|||||
Net cash flows of investing activities from continuing operations
|
—
|
|
|
(7.8
|
)
|
|
(6.3
|
)
|
|
—
|
|
|
(14.1
|
)
|
|||||
Net cash flows of investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net cash flows of investing activities
|
—
|
|
|
(7.8
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
(14.2
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(8.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|||||
Intercompany accounts
|
13.9
|
|
|
(16.3
|
)
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from debt
|
—
|
|
|
259.4
|
|
|
127.3
|
|
|
—
|
|
|
386.7
|
|
|||||
Repayments of debt
|
—
|
|
|
(241.0
|
)
|
|
(75.9
|
)
|
|
—
|
|
|
(316.9
|
)
|
|||||
Net cash flows of financing activities from continuing operations
|
5.0
|
|
|
2.1
|
|
|
53.8
|
|
|
—
|
|
|
60.9
|
|
|||||
Net cash flows of financing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||||
Net cash flows of financing activities
|
5.0
|
|
|
2.1
|
|
|
52.0
|
|
|
—
|
|
|
59.1
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
4.8
|
|
|
(1.2
|
)
|
|
—
|
|
|
3.6
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
1.7
|
|
|
6.2
|
|
|
—
|
|
|
7.9
|
|
|||||
Cash and cash equivalents – beginning of period
|
—
|
|
|
0.8
|
|
|
111.6
|
|
|
—
|
|
|
112.4
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
117.8
|
|
|
$
|
—
|
|
|
$
|
120.3
|
|
Less cash and cash equivalents of discontinued operations
|
—
|
|
|
—
|
|
|
33.8
|
|
|
—
|
|
|
33.8
|
|
|||||
Cash and cash equivalents of continuing operations – end of period
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
84.0
|
|
|
$
|
—
|
|
|
$
|
86.5
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities from continuing operations
|
$
|
(1.9
|
)
|
|
$
|
92.5
|
|
|
$
|
17.0
|
|
|
$
|
(0.5
|
)
|
|
$
|
107.1
|
|
Net cash flows of operating activities from discontinued operations
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|
(9.1
|
)
|
|||||
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
|
)
|
|
(12.4
|
)
|
|
—
|
|
|
(18.2
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Intercompany accounts
|
—
|
|
|
8.0
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Net cash flows of investing activities from continuing operations
|
—
|
|
|
2.2
|
|
|
(12.0
|
)
|
|
(8.0
|
)
|
|
(17.8
|
)
|
|||||
Net cash flows of investing activities from discontinued operations
|
—
|
|
|
—
|
|
|
18.7
|
|
|
—
|
|
|
18.7
|
|
|||||
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
|
|
|
248.8
|
|
|
—
|
|
|
1,003.5
|
|
|||||
Repayments of debt
|
(125.0
|
)
|
|
(689.1
|
)
|
|
(286.2
|
)
|
|
—
|
|
|
(1,100.3
|
)
|
|||||
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 from continuing operations
|
1.9
|
|
|
(68.4
|
)
|
|
(46.1
|
)
|
|
8.5
|
|
|
(104.1
|
)
|
|||||
Net cash flows of financing activities from discontinued operations
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||
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
|
|
Less cash and cash equivalents of discontinued operations
|
—
|
|
|
—
|
|
|
70.2
|
|
|
—
|
|
|
70.2
|
|
|||||
Cash and cash equivalents of continuing operations – end of period
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
94.7
|
|
|
$
|
—
|
|
|
$
|
97.4
|
|
(in millions)
|
April 1, 2016
|
|
December 31, 2015
|
||||
Beginning Balance
|
$
|
1,114.5
|
|
|
$
|
1,280.8
|
|
Non-cash transactions
|
|
|
|
||||
Deferred tax
|
—
|
|
|
(19.9
|
)
|
||
Equity based awards
|
2.1
|
|
|
11.7
|
|
||
Foreign currency and other
|
—
|
|
|
0.2
|
|
||
Cash transactions
|
(13.9
|
)
|
|
(158.3
|
)
|
||
Ending Balance
|
$
|
1,102.7
|
|
|
$
|
1,114.5
|
|
(in millions)
|
April 1, 2016
|
|
December 31, 2015
|
||||
5.75% Senior Notes due 2022
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Subordinated Convertible Notes due 2029
|
429.5
|
|
|
429.5
|
|
||
Debt discount
|
(257.3
|
)
|
|
(257.8
|
)
|
||
Debt issuance costs
|
(11.7
|
)
|
|
(12.1
|
)
|
||
Other
|
9.0
|
|
|
9.0
|
|
||
Total Parent Company debt
|
769.5
|
|
|
768.6
|
|
||
Less current maturities
|
—
|
|
|
—
|
|
||
Parent Company Long-term debt
|
$
|
769.5
|
|
|
$
|
768.6
|
|
(in millions)
|
Q1 2017
|
|
Q1 2018
|
|
Q1 2019
|
|
Q1 2020
|
|
Q1 2021
|
||||||||||
Debt maturities twelve month period ending
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Focusing on implementing the Company's new strategy to deliver increased operating income margins and 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;
|
•
|
Aligning organization structure to capitalize on the Company's leading market positions to benefit from key end markets, such as electric utility and communications;
|
•
|
Strengthening and expanding customer relationships by providing high quality product lines and customer service;
|
•
|
Continuing to increase cash flow through operational excellence by leveraging the Company's operating systems, logistical expertise, Lean Six Sigma manufacturing tools and techniques to improve the Company's cost position to increase margins as well as delivering improved returns through restructuring initiatives;
|
•
|
Managing the Company's product portfolio by pursuing market share in faster growing and value added product lines;
|
•
|
Enhancing organization capabilities by leveraging the Company's diversity and intellectual property through the sharing of best practices across the organization; and
|
•
|
Cultivating a high performance culture with focus on operational execution, compliance, sustainability, safety, and innovation.
|
•
|
In the
first
quarter of
2016
, the Company completed the sale of General Cable Energy India Private Ltd. ("India") for cash consideration of
$10.8 million
. The pre-tax gain recognized in the
three months ended
April 1, 2016
from the disposition of India was
$1.6 million
.
|
•
|
In the
third
quarter of
2015
, the Company completed the sale of Phelps Dodge International Thailand ("Thailand") for cash consideration of approximately
$88 million
.
|
•
|
In the
first
quarter of
2015
, the Company completed the sale of its
51%
interest in Dominion Wire and Cables ("Fiji") and its
20%
interest in Keystone Electric Wire and Cable ("Keystone") for cash consideration of
$9.3 million
and
$11.0 million
, respectively.
|
•
|
In the
fourth
quarter of
2014
, the Company completed the sale of its interest in Phelps Dodge International Philippines, Inc. (“PDP”) and Phelps Dodge Philippines Energy Products Corporation (“PDEP”) for cash consideration of
$67.1 million
.
|
•
|
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 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 1, 2016
|
|
April 3, 2015
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Net sales
|
$
|
974.0
|
|
|
100.0
|
%
|
|
$
|
1,171.1
|
|
|
100.0
|
%
|
Cost of sales
|
867.9
|
|
|
89.1
|
%
|
|
1,057.4
|
|
|
90.3
|
%
|
||
Gross profit
|
106.1
|
|
|
10.9
|
%
|
|
113.7
|
|
|
9.7
|
%
|
||
Selling, general and administrative expenses
|
88.9
|
|
|
9.1
|
%
|
|
97.5
|
|
|
8.3
|
%
|
||
Goodwill impairment charge
|
1.6
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
||
Intangible asset impairment charges
|
0.3
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
Operating income (loss)
|
15.3
|
|
|
1.6
|
%
|
|
16.2
|
|
|
1.4
|
%
|
||
Other income (expense)
|
(1.4
|
)
|
|
(0.1
|
)%
|
|
(25.8
|
)
|
|
(2.2
|
)%
|
||
Interest expense, net
|
(21.2
|
)
|
|
(2.2
|
)%
|
|
(23.9
|
)
|
|
(2.1
|
)%
|
||
Income (loss) before income taxes
|
(7.3
|
)
|
|
(0.7
|
)%
|
|
(33.5
|
)
|
|
(2.9
|
)%
|
||
Income tax (provision) benefit
|
(0.8
|
)
|
|
(0.1
|
)%
|
|
(1.4
|
)
|
|
(0.1
|
)%
|
||
Equity in net earnings of affiliated companies
|
0.1
|
|
|
—
|
%
|
|
0.2
|
|
|
—
|
%
|
||
Net income (loss) from continuing operations
|
(8.0
|
)
|
|
(0.8
|
)%
|
|
(34.7
|
)
|
|
(3.0
|
)%
|
||
Net income (loss) from discontinued operations, net of tax
|
3.6
|
|
|
0.4
|
%
|
|
(6.2
|
)
|
|
(0.5
|
)%
|
||
Net income (loss) including noncontrolling interest
|
(4.4
|
)
|
|
(0.5
|
)%
|
|
(40.9
|
)
|
|
(3.5
|
)%
|
||
Less: net income (loss) attributable to noncontrolling interest
|
0.3
|
|
|
—
|
%
|
|
(2.8
|
)
|
|
(0.2
|
)%
|
||
Net income (loss) attributable to Company common shareholders
|
$
|
(4.7
|
)
|
|
(0.5
|
)%
|
|
$
|
(38.1
|
)
|
|
(3.3
|
)%
|
|
Net Sales
Three Fiscal Months Ended
|
||||||||||||
|
April 1, 2016
|
|
April 3, 2015
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
538.2
|
|
|
55
|
%
|
|
$
|
638.2
|
|
|
54
|
%
|
Europe
|
221.9
|
|
|
23
|
%
|
|
261.8
|
|
|
22
|
%
|
||
Latin America
|
155.0
|
|
|
16
|
%
|
|
205.3
|
|
|
18
|
%
|
||
Africa/Asia Pacific
|
58.9
|
|
|
6
|
%
|
|
65.8
|
|
|
6
|
%
|
||
Total net sales
|
$
|
974.0
|
|
|
100
|
%
|
|
$
|
1,171.1
|
|
|
100
|
%
|
|
Metal-Adjusted Net Sales
Three Fiscal Months Ended
|
||||||||||||
|
April 1, 2016
|
|
April 3, 2015
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
538.2
|
|
|
55
|
%
|
|
$
|
579.8
|
|
|
55
|
%
|
Europe
|
221.9
|
|
|
23
|
%
|
|
243.8
|
|
|
23
|
%
|
||
Latin America
|
155.0
|
|
|
16
|
%
|
|
175.2
|
|
|
17
|
%
|
||
Africa/Asia Pacific
|
58.9
|
|
|
6
|
%
|
|
57.0
|
|
|
5
|
%
|
||
Total metal-adjusted net sales
|
$
|
974.0
|
|
|
100
|
%
|
|
$
|
1,055.8
|
|
|
100
|
%
|
Metal adjustment
|
—
|
|
|
|
|
115.3
|
|
|
|
||||
Total net sales
|
$
|
974.0
|
|
|
|
|
$
|
1,171.1
|
|
|
|
|
Metal Pounds Sold
Three Fiscal Months Ended
|
||||||||||
|
April 1, 2016
|
|
April 3, 2015
|
||||||||
|
Pounds
|
|
%
|
|
Pounds
|
|
%
|
||||
North America
|
142.0
|
|
|
56
|
%
|
|
146.1
|
|
|
54
|
%
|
Europe
|
38.2
|
|
|
15
|
%
|
|
41.7
|
|
|
15
|
%
|
Latin America
|
55.1
|
|
|
22
|
%
|
|
68.4
|
|
|
25
|
%
|
Africa/Asia Pacific
|
19.0
|
|
|
7
|
%
|
|
17.4
|
|
|
6
|
%
|
Total metal pounds sold
|
254.3
|
|
|
100
|
%
|
|
273.6
|
|
|
100
|
%
|
|
Operating Income (Loss)
|
||||||||||||
|
Three Fiscal Months Ended
|
||||||||||||
|
April 1, 2016
|
|
April 3, 2015
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
17.7
|
|
|
116
|
%
|
|
$
|
29.6
|
|
|
183
|
%
|
Europe
|
7.7
|
|
|
50
|
%
|
|
5.9
|
|
|
36
|
%
|
||
Latin America
|
(3.7
|
)
|
|
(24
|
)%
|
|
(15.9
|
)
|
|
(98
|
)%
|
||
Africa/Asia Pacific
|
(6.4
|
)
|
|
(42
|
)%
|
|
(3.4
|
)
|
|
(21
|
)%
|
||
Total operating income (loss)
|
$
|
15.3
|
|
|
100
|
%
|
|
$
|
16.2
|
|
|
100
|
%
|
Period
|
Total number of shares purchased
(1), (2)
|
Average price paid per share
|
|||
January 1, 2016 through January 29, 2016
|
68
|
|
$
|
11.10
|
|
January 30, 2016 through February 26, 2016
|
118,855
|
|
$
|
9.17
|
|
February 27, 2016 through April 1, 2016
|
57,130
|
|
$
|
10.76
|
|
Total
|
176,053
|
|
$
|
9.69
|
|
|
|
General Cable Corporation
|
||
|
|
|
|
|
Signed:
|
May 9, 2016
|
By:
|
|
/s/ BRIAN J. ROBINSON
|
|
|
|
|
Brian J. Robinson
|
|
|
|
|
Executive Vice President and Chief
|
|
|
|
|
Financial Officer
|
|
|
|
|
|
Signed:
|
May 9, 2016
|
By:
|
|
/s/ LEONARD R. TEXTER
|
|
|
|
|
Leonard R. Texter
|
|
|
|
|
Senior Vice President of Finance, Principal
|
|
|
|
|
Accounting Officer and Global Controller
|
Exhibit No.
|
|
Description
|
|
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 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended October 2, 2015).
|
10.1+
|
|
|
Offer Letter, dated May 3, 2016, by and between General Cable Corporation and Emerson Moser
|
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
|
|
Three months ended April 1, 2016
|
|
Year ended December 31,
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||
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
|
$
|
(7.3
|
)
|
|
$
|
(139.3
|
)
|
|
$
|
(567.4
|
)
|
|
$
|
(6.9
|
)
|
|
$
|
66.1
|
|
|
$
|
90.7
|
|
Preferred stock dividend (pre-tax equivalent)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Fixed charges
|
23.3
|
|
|
105.1
|
|
|
123.7
|
|
|
133.2
|
|
|
110.5
|
|
|
100.3
|
|
||||||
TOTAL EARNINGS, AS DEFINED
|
$
|
16.0
|
|
|
$
|
(34.2
|
)
|
|
$
|
(443.7
|
)
|
|
$
|
126.0
|
|
|
$
|
176.3
|
|
|
$
|
190.7
|
|
FIXED CHARGES, AS DEFINED
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
20.5
|
|
|
$
|
90.6
|
|
|
$
|
109.6
|
|
|
$
|
118.2
|
|
|
$
|
100.4
|
|
|
$
|
91.4
|
|
Amortization of capitalized expenses related to debt
|
1.0
|
|
|
4.1
|
|
|
3.8
|
|
|
3.9
|
|
|
3.3
|
|
|
4.4
|
|
||||||
Preferred stock dividend (pre-tax equivalent)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Interest component of rent expense
|
1.8
|
|
|
10.4
|
|
|
10.3
|
|
|
10.8
|
|
|
6.5
|
|
|
4.2
|
|
||||||
TOTAL FIXED CHARGES, AS DEFINED
|
$
|
23.3
|
|
|
$
|
105.1
|
|
|
$
|
123.7
|
|
|
$
|
133.2
|
|
|
$
|
110.5
|
|
|
$
|
100.3
|
|
RATIO OF EARNINGS TO FIXED CHARGES
|
0.7
|
|
|
(0.3
|
)
|
|
(3.6
|
)
|
|
0.9
|
|
|
1.6
|
|
|
1.9
|
|
1)
|
I have reviewed this Form 10-Q of General Cable Corporation;
|
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
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 9, 2016
|
|
|
/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:
|
May 9, 2016
|
|
|
/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 9, 2016
|
|
/s/ MICHAEL T. MCDONNELL
|
|
|
|
Michael T. McDonnell
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Date:
|
May 9, 2016
|
|
/s/ BRIAN J. ROBINSON
|
|
|
|
Brian J. Robinson
|
|
|
|
Executive Vice President and Chief Financial Officer
|