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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 1-12084
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Libbey Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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34-1559357
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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300 Madison Avenue, Toledo, Ohio 43604
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(Address of principal executive offices) (Zip Code)
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419-325-2100
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.01 par value
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NYSE MKT
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Securities registered pursuant to Section 12(g) of the Act: None
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Large Accelerated Filer
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o
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Accelerated Filer
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þ
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Non-Accelerated Filer
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o
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Smaller reporting company
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o
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(Do not check if a smaller reporting company)
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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improving our capabilities in new product development and innovation to drive growth
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•
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getting closer to our customers and improving business relationships and
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•
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simplifying our business to become more competitive in a challenging global marketplace
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•
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Spiegelau and Nachtmann glassware and serveware products in the U.S. foodservice channel. Spiegelau is known for its fine stemware and other drinkware assortments. Nachtmann offers a variety of upscale serveware, decorative products, stemware and drinkware for finer dining establishments.
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Schönwald dinnerware products in the U.S. and Canada. Schönwald is one of the world's leading providers of high-end porcelain and bone china for food service.
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Reed & Barton flatware products in the U.S. and Canada. Reed & Barton is one of the oldest and largest privately-held tabletop and giftware companies.
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Name and Title
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Professional Background
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Annunciata Cerioli
Vice President,
Chief Supply Chain Officer
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Ms. Cerioli, 55, joined Libbey as Vice President, Chief Supply Chain Officer, on December 1, 2014. Ms. Cerioli came to Libbey from Borden Dairy Co., where she served as Senior Vice President Supply Chain since August 2011. Previously, Ms. Cerioli held various positions at the Kellogg Company (NYSE: K), which she joined in 1990. Ms Cerioli's most recent role at Kellogg was Senior Vice President Supply Chain for the Kellogg Morning Food Division, Kellogg's largest business unit, a position she held from October 2009 to January 2011. Other roles with Kellogg included Vice President, Manufacturing, Snacks Division from 2008 to 2009, Director of Manufacturing, Kellogg Europe from 2005 to 2008, and various earlier positions in the manufacturing, supply chain and human resources departments of Kellogg and its international affiliates and subsidiaries.
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Name and Title
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Professional Background
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William A. Foley
Chief Executive Officer and
Chairman of the Board |
Mr. Foley, 69, has been Chief Executive Officer and Chairman of the Board of Libbey since January 12, 2016. Before assuming the role as Chief Executive Officer and Chairman of the Board, Mr. Foley served as Independent Chairman of the Board since August 2011 and a Director since 1994. Mr. Foley served as Chairman and Chief Executive Officer of Blonder Accents, LLC from June 2011 until November 2011 and served as Chairman and Chief Executive Officer of Blonder Company from 2008 until June 2011. Previously, Mr. Foley was President and a director of Arhaus, Inc.; co-founder of Learning Dimensions LLC; Chairman and Chief Executive Officer of LESCO Inc.; and Chairman and Chief Executive Officer of Think Well Inc. Mr. Foley also fulfilled the roles of Vice President, General Manager for The Scotts Company Consumer Division, and Vice President and General Manager of Rubbermaid Inc.'s Specialty Products division. Mr. Foley spent the first 14 years of his career with Anchor Hocking Corp. in various positions, including Vice President of Sales & Marketing of the Consumer and Industrial Products Group. Mr. Foley is a member of the Board of Directors of Myers Industries, Inc. (NYSE: MYE) (since 2010) and is President of the Indiana University Foundation Board of Associates (since 2006).
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Susan A. Kovach
Vice President,
General Counsel and Secretary |
Ms. Kovach, 57, has been Vice President, General Counsel and Secretary of Libbey Inc. since July 2004, having joined Libbey in December 2003 as Vice President, Associate General Counsel and Assistant Secretary. Ms. Kovach was Of Counsel to Dykema Gossett PLLC from 2001 through November 2003. She served from 1997 to 2001 as Vice President, General Counsel and Corporate Secretary of Omega Healthcare Investors, Inc. (NYSE: OHI) and from 1998 to 2000 as Vice President, General Counsel and Corporate Secretary of Omega Worldwide, Inc., a NASDAQ-listed firm. Prior to joining Omega Healthcare Investors, Inc., Ms. Kovach was a partner in Dykema Gossett PLLC from 1995 through November 1997 and an associate in Dykema Gossett PLLC from 1985 to 1995.
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Salvador Miñarro Villalobos
Vice President,
General Manager, U.S. and Canada
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Mr. Miñarro, 46, has been Vice President, General Manager, U.S. and Canada since April 1, 2015. From August 2012 through March 2015, Mr. Miñarro was Vice President, General Manager, Latin America and Mexico. From November 2009 until August 2012, Mr. Miñarro was Managing Director, Libbey Mexico. From June 2006 until November 2009, Mr. Miñarro served as Commercial Director of Libbey Mexico. From 2004 until Libbey acquired the remaining 51% interest in the Vitrocrisa joint venture in June 2006, Mr. Miñarro was employed by Vitrocrisa S de RL de C.V. as Vice President, Sales and Marketing of the joint venture. Previous roles with the joint venture included Vice President of Sales for Vitrocrisa from 2001 to 2004 and Vice President, Administration and Finance for Vitrocrisa from 1998 to 2001. In addition, Mr. Miñarro served as corporate finance manager for Vitro, S.A. from 1996 to 1998.
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Veronica (Ronni) L. Smith
Interim Chief Financial Officer,
Vice President,
Corporate Controller and
Assistant Treasurer
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Ms. Smith, 52, has served as Interim Chief Financial Officer of Libbey Inc. since January 1, 2017. Ms. Smith also continues to serve as Libbey's Vice President, Corporate Controller and Assistant Treasurer. Since joining Libbey in May 2006 as Assistant Corporate Controller, Ms. Smith has served as Director of Accounting and, since March 2012, Vice President and Corporate Controller. Prior to joining Libbey, Ms. Smith was an accounting supervisor at Ford Motor Company (NYSE: F). Ms. Smith began her career as a staff auditor for Arthur Andersen in 1986.
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Carol L. Summersgill
Vice President,
Human Resources |
Ms. Summersgill, 51, has served as Vice President, Human Resources since September 1, 2016, having joined Libbey in May 2015 as Vice President, Human Resources, U.S. and Canada. Ms. Summersgill came to Libbey from philosophy, inc., a division of Coty Inc. (NYSE: COTY), where she served as Senior Vice President, Human Resources since 2011. Before joining philosophy, Ms. Summersgill was Vice President, Human Resources of Therma-Tru Doors, Inc. from 2003 to 2011. Ms. Summersgill's previous experience includes various positions of increasing responsibility in the supply chain and human resources functions at Whirlpool Corporation (NYSE: WHR).
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•
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A change of 1 percent in the discount rate would change our annual pretax pension and postretirement welfare expense by approximately
$3.5 million
.
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A change of 1 percent in the expected long-term rate of return on plan assets would change annual pretax pension expense by approximately
$3.2 million
.
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earthquake, fire, flood, hurricane and other natural disasters;
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power loss, computer systems failure, internet and telecommunications or data network failure; and
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hackers, computer viruses or software bugs.
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the inability to integrate effectively the operations, products, technologies and personnel of the acquired companies (some of which may be spread out in different geographic regions) and to achieve expected synergies;
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the potential disruption of existing business and diversion of management's attention from day-to-day operations;
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the inability to maintain uniform standards, controls, procedures and policies or correct deficient standards, controls, procedures and policies, including internal controls and procedures sufficient to satisfy regulatory requirements of a public company in the U.S.;
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the incurrence of contingent obligations that were not anticipated at the time of the acquisitions;
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the failure to obtain necessary transition services such as management services, information technology services and others;
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the need or obligation to divest portions of the acquired companies; and
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the potential impairment of relationships with customers.
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limiting the additional indebtedness that we may incur;
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limiting certain business activities, investments and payments, and
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limiting our ability to dispose of certain assets.
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limit our ability to withstand business and economic downturns and/or place us at a competitive disadvantage compared to our competitors that have less debt, because of the high percentage of our operating cash flow that is dedicated to servicing our debt;
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limit our ability to make capital investments in order to expand our business;
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limit our ability to invest operating cash flow in our business and future business opportunities, because we use a substantial portion of these funds to service debt and because our covenants restrict the amount of our investments;
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limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, debt service requirements, acquisitions or other purposes;
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make it more difficult for us to satisfy our financial obligations;
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limit our ability to pay dividends; and
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limit our ability to attract and retain talent.
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difficulties in staffing and managing multinational operations;
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changes in government policies and regulations;
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limitations on our ability to enforce legal rights and remedies;
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political, social and economic instability and uncertainties arising from the global geopolitical environment, including the United Kingdom referendum in favor of exiting the European Union and the evolving U.S. political, regulatory and economic landscape following the 2016 elections;
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drug-related violence, particularly in Mexico;
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war, civil disturbance or acts of terrorism;
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taking of property by nationalization or expropriation without fair compensation;
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imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;
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ineffective intellectual property protection;
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disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations including the U.S. Foreign Corrupt Practices Act (“FCPA”);
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potentially adverse tax consequences;
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impositions or increase of investment and other restrictions or requirements by foreign governments; and
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limitations on our ability to achieve the international growth contemplated by our strategy.
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The cost, compliance and other risks associated with the often conflicting and highly prescriptive regulations we face, especially in the U.S., where inconsistent standards imposed by local, state and federal authorities can increase our exposure to litigation or governmental investigations or proceedings;
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The impact of new, potential or changing regulation that can affect our business plans, such as those relating to the content and safety of our products, as well as the risks and costs of our labeling and other disclosure practices;
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The risks and costs to us and our supply chain of increased focus by U.S. and overseas governmental authorities and non-governmental organizations on environmental matters, such as climate change, the reduction of greenhouse gases and water consumption, including as a result of initiatives that effectively impose a tax on carbon emissions;
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The impact of litigation trends, particularly in our major markets; the relative level of our defense costs, which vary from period to period depending on the number, nature and procedural status of pending proceedings; and the cost and other effects of settlements or judgments, which may require us to make disclosures or take other actions that may affect perceptions of our brand and products;
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The increasing costs and other effects of compliance with U.S. and overseas regulations affecting our workforce and labor practices, including regulations relating to wage and hour practices, immigration, healthcare, retirement and other employee benefits and unlawful workplace discrimination;
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The cost and disruption of responding to governmental audits, investigations or proceedings (including audits of abandoned and unclaimed property, tax audits and audits of pension plans and our compliance with wage and hour laws), whether or not they have merit, and the cost to resolve or contest the results of any such governmental audits, investigations or proceedings;
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The legal and compliance risks associated with information technology, such as the costs of compliance with privacy, consumer protection and other laws, the potential costs associated with alleged security breaches (including the loss of consumer confidence that may result and the risk of criminal penalties or civil liability to consumers or employees whose data is alleged to have been collected or used inappropriately) and potential challenges to the associated intellectual property rights or to our use of that intellectual property; and
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The impact of changes in financial reporting requirements, accounting standards, pronouncements, principles or practices, including with respect to our critical accounting policies and estimates, changes in tax accounting or tax laws (or authoritative interpretations relating to any of these matters), and the impact of settlements of pending or any future adjustments proposed by any taxing authorities in connection with our tax audits, all of which will depend on their timing, nature and scope.
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The impact of new accounting standards or pronouncements, which could adversely affect our operating results or cause unanticipated fluctuations in our results in future periods. The accounting rules and regulations with which we must comply are complex and continually changing. In addition, many companies’ accounting policies are being subjected to heightened scrutiny by regulators and the public. While we believe that our financial statements have been prepared in accordance of U.S. generally accepted accounting principles, we cannot predict the impact of future changes to accounting principles or to our accounting policies on our financial statements going forward.
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U.S. & Canada
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Latin America
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EMEA
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Other
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Location
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Owned
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Leased
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Owned
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Leased
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Owned
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Leased
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Owned
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Leased
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Toledo, Ohio:
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Manufacturing
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733,800
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—
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Warehousing/Distribution
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713,100
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408,200
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Shreveport, Louisiana:
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Manufacturing
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525,000
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—
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Warehousing/Distribution
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166,000
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646,000
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Monterrey, Mexico:
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Manufacturing
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684,000
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—
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Warehousing/Distribution
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563,700
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462,800
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Leerdam, Netherlands:
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Manufacturing
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141,000
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—
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||||||
Warehousing/Distribution
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127,000
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442,000
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Laredo, Texas:
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Warehousing/Distribution
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149,000
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163,000
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West Chicago, Illinois:
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Warehousing/Distribution
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—
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249,000
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||||||
Marinha Grande, Portugal:
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Manufacturing
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217,000
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—
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||||||
Warehousing/Distribution
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193,000
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—
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Langfang, China:
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Manufacturing
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221,400
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—
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||||||
Warehousing/Distribution
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234,000
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128,600
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2016
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2015
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||||||||||||||||
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Price Range
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Cash Dividend Declared
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Price Range
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Cash Dividend Declared
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High
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Low
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High
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Low
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||||||||||
First Quarter
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$
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21.25
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$
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14.75
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$0.115
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$
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40.00
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$
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29.99
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$0.110
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Second Quarter
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$
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18.99
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$
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14.90
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$0.115
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$
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42.04
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$
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37.25
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$0.110
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Third Quarter
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$
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19.06
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$
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15.20
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|
$0.115
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$
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41.67
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$
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31.51
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|
$0.110
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Fourth Quarter
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$
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20.76
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$
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15.21
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$0.115
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$
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35.75
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$
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21.21
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|
$0.110
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Company/Index
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Base Period Dec 2011
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Indexed Returns Years Ending
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|||||||||||||
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Dec 2012
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Dec 2013
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Dec 2014
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Dec 2015
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Dec 2016
|
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|||
Libbey Inc.
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100
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|
151.88
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|
164.84
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|
246.78
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|
169.64
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|
|
158.93
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|
Russell 2000 Index
|
|
100
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|
116.35
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|
|
161.52
|
|
|
169.43
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|
|
161.95
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|
|
196.45
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Peer Group
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|
100
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|
118.33
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|
|
173.49
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|
|
156.65
|
|
|
155.96
|
|
|
203.80
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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|
Total Number of Shares Purchased as part of Publicly Announced Plans or Programs
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|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
October 1 to October 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
941,250
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|
November 1 to November 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
941,250
|
|
December 1 to December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
941,250
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|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
941,250
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|
Year ended December 31,
(dollars in thousands, except percentages,
per-share amounts and employees
|
|
2016
(d) (e)
|
|
2015
(d) (e) (f)
|
|
2014
(d) (e)
|
|
2013
(d) (e)
|
|
2012
(d) (e)
|
||||||||||
Operating Results:
|
|
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|
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|
|||||||
Net sales
|
|
$
|
793,420
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|
|
$
|
822,345
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|
|
$
|
852,492
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|
|
$
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818,811
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$
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825,287
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|
Gross profit
(d)
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$
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166,294
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|
|
$
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176,328
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|
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$
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203,145
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|
|
$
|
189,417
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|
|
$
|
195,185
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|
Gross profit margin
|
|
21.0
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%
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|
21.4
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%
|
|
23.8
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%
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|
23.1
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%
|
|
23.7
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%
|
|||||
Selling, general and administrative expenses
(d)
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|
$
|
120,984
|
|
|
$
|
132,607
|
|
|
$
|
121,909
|
|
|
$
|
109,981
|
|
|
$
|
113,896
|
|
Income from operations (IFO)
(d)
|
|
$
|
45,310
|
|
|
$
|
43,721
|
|
|
$
|
81,236
|
|
|
$
|
74,577
|
|
|
$
|
81,289
|
|
IFO margin
|
|
5.7
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%
|
|
5.3
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%
|
|
9.5
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%
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|
9.1
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%
|
|
9.8
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%
|
|||||
Other income (expense)
(e)
|
|
$
|
3,362
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|
|
$
|
2,880
|
|
|
$
|
(44,840
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)
|
|
$
|
(871
|
)
|
|
$
|
(30,887
|
)
|
Earnings before interest and income taxes (EBIT)
(d) (e)
|
|
$
|
48,672
|
|
|
$
|
46,601
|
|
|
$
|
36,396
|
|
|
$
|
73,706
|
|
|
$
|
50,402
|
|
EBIT margin
|
|
6.1
|
%
|
|
5.7
|
%
|
|
4.3
|
%
|
|
9.0
|
%
|
|
6.1
|
%
|
|||||
Interest expense
|
|
$
|
20,888
|
|
|
$
|
18,484
|
|
|
$
|
22,866
|
|
|
$
|
32,006
|
|
|
$
|
37,727
|
|
Income before income taxes
(d) (e)
|
|
$
|
27,784
|
|
|
$
|
28,117
|
|
|
$
|
13,530
|
|
|
$
|
41,700
|
|
|
$
|
12,675
|
|
Provision (benefit) for income taxes
(f)
|
|
$
|
17,711
|
|
|
$
|
(38,216
|
)
|
|
$
|
8,567
|
|
|
$
|
13,241
|
|
|
$
|
5,709
|
|
Effective tax rate
|
|
63.7
|
%
|
|
(135.9
|
)%
|
|
63.3
|
%
|
|
31.8
|
%
|
|
45.0
|
%
|
|||||
Net income
(d) (e) (f)
|
|
$
|
10,073
|
|
|
$
|
66,333
|
|
|
$
|
4,963
|
|
|
$
|
28,459
|
|
|
$
|
6,966
|
|
Net income margin
|
|
1.3
|
%
|
|
8.1
|
%
|
|
0.6
|
%
|
|
3.5
|
%
|
|
0.8
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per-Share Amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Diluted net income
(d) (e) (f)
|
|
$
|
0.46
|
|
|
$
|
2.99
|
|
|
$
|
0.22
|
|
|
$
|
1.31
|
|
|
$
|
0.33
|
|
Dividends declared
|
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA
(b) (g)
|
|
$
|
109,781
|
|
|
$
|
116,131
|
|
|
$
|
123,389
|
|
|
$
|
135,317
|
|
|
$
|
132,139
|
|
Adjusted EBITDA margin
|
|
13.8
|
%
|
|
14.1
|
%
|
|
14.5
|
%
|
|
16.5
|
%
|
|
16.0
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Employees
|
|
6,237
|
|
|
6,543
|
|
|
6,553
|
|
|
6,437
|
|
|
6,663
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
|
$
|
818,169
|
|
|
$
|
852,444
|
|
|
$
|
822,938
|
|
|
$
|
820,475
|
|
|
$
|
789,919
|
|
Total liabilities
|
|
$
|
673,050
|
|
|
$
|
704,062
|
|
|
$
|
745,484
|
|
|
$
|
689,666
|
|
|
$
|
765,443
|
|
Trade Working Capital
(a)
|
|
$
|
183,540
|
|
|
$
|
200,846
|
|
|
$
|
178,449
|
|
|
$
|
173,050
|
|
|
$
|
172,687
|
|
% of net sales
|
|
23.1
|
%
|
|
24.4
|
%
|
|
20.9
|
%
|
|
21.1
|
%
|
|
20.9
|
%
|
|||||
Total borrowings - net
|
|
$
|
407,840
|
|
|
$
|
431,019
|
|
|
$
|
437,930
|
|
|
$
|
402,388
|
|
|
$
|
454,210
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
82,643
|
|
|
$
|
66,099
|
|
|
$
|
81,871
|
|
|
$
|
72,729
|
|
|
$
|
8,497
|
|
Net cash used in investing activities
|
|
$
|
(34,604
|
)
|
|
$
|
(48,129
|
)
|
|
$
|
(52,019
|
)
|
|
$
|
(49,326
|
)
|
|
$
|
(32,073
|
)
|
Free Cash Flow
(c)
|
|
$
|
48,039
|
|
|
$
|
17,970
|
|
|
$
|
29,852
|
|
|
$
|
23,403
|
|
|
$
|
(23,576
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
(34,715
|
)
|
|
$
|
(26,404
|
)
|
|
$
|
(9,745
|
)
|
|
$
|
(49,142
|
)
|
|
$
|
32,272
|
|
(a)
|
Defined as net inventory plus net accounts receivable, excluding receivable on furnace malfunction insurance claim, less accounts payable.
|
(b)
|
We believe that Adjusted EBITDA (adjusted earnings before interest, taxes, depreciation and amortization), a non-GAAP financial measure, is a useful metric for evaluating our financial performance. For reasons why we use this measure and certain limitations, see "Non-GAAP Measures" on page 31 in the "Discussion of 2016 vs. 2015 Results of Operations".
|
(c)
|
We believe that Free Cash Flow (the sum of net cash provided by operating activities and net cash used in investing activities), is a useful metric for evaluating our liquidity. For reasons why we use this metric and certain limitations, see "Free Cash Flow" on page 38 in the "Cash Flow" discussion.
|
(d)
|
Includes special items of $14,483, $27,036 and $(1,833) in 2016, 2015 and 2014, respectively and disclosed in notes 7, 9, 18 and 19 to the Consolidated Financial Statements. In 2013, we incurred $6,544 for restructuring charges (including depreciation expense of $1,699), $6,272 for furnace malfunction (including depreciation expense of $(166)), $2,252 in pension settlement charges, $1,781 for abandoned property and $736 for executive retirement. In 2012, we incurred charges of $5,150 for severance and $4,306 for pension settlement and curtailment charges.
|
(e)
|
Includes $1,860, $218, $(1,247), $(916) and $265 in 2016, 2015, 2014, 2013 and 2012, respectively, for income (expense) related to hedge ineffectiveness on our natural gas contracts and interest rate swap, as well as, mark-to-market adjustments on our natural gas contracts that have been de-designated and those for which we did not elect hedge accounting. It also includes $(47,191), $(2,518) and $(31,075) for (loss) on redemption of debt in 2014, 2013 and 2012, respectively. In 2013, we incurred a net gain of $1,844 on a furnace malfunction at our Toledo, Ohio manufacturing facility.
|
(f)
|
Includes a tax benefit of $(43,805) in the fourth quarter of 2015 related to the reversal of substantially all of the remaining valuation allowance recorded against U.S. deferred tax assets.
|
(g)
|
Excludes items noted in (d) and (e) above.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Implemented a new product development process to build a sustainable pipeline of new products.
|
•
|
Enhanced our marketing team.
|
•
|
Expanded our Artistry Collection
TM
which is facilitating our entry into the Travel and Tourism sector evidenced by our recent partnering with a major global hotel chain where we will provide Artistry banquet stemware and dinnerware for more than 600 of their properties.
|
•
|
Actively developed our "top-to-top" customer relationships.
|
•
|
Optimized our product portfolio management system by reducing our SKUs by 20 percent. Our product portfolio optimization initiative resulted in a 2016 pretax charge of $5.7 million, or $4.2 million on an after tax basis.
|
•
|
Started our furnace consolidation effort, which will better utilize existing capacity while reducing manufacturing costs.
|
Year ended December 31,
|
|
|
|
|
||||||||
(dollars in thousands, except percentages and per-share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
793,420
|
|
|
$
|
822,345
|
|
|
$
|
852,492
|
|
Gross profit
(1)
|
|
$
|
166,294
|
|
|
$
|
176,328
|
|
|
$
|
203,145
|
|
Gross profit margin
|
|
21.0
|
%
|
|
21.4
|
%
|
|
23.8
|
%
|
|||
Income from operations (IFO)
(1)(2)
|
|
$
|
45,310
|
|
|
$
|
43,721
|
|
|
$
|
81,236
|
|
IFO margin
|
|
5.7
|
%
|
|
5.3
|
%
|
|
9.5
|
%
|
|||
Net income
(1)(2)(3)
|
|
$
|
10,073
|
|
|
$
|
66,333
|
|
|
$
|
4,963
|
|
Net income margin
|
|
1.3
|
%
|
|
8.1
|
%
|
|
0.6
|
%
|
|||
Diluted net income per share
|
|
$
|
0.46
|
|
|
$
|
2.99
|
|
|
$
|
0.22
|
|
Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA)
(4)
|
|
$
|
109,781
|
|
|
$
|
116,131
|
|
|
$
|
123,389
|
|
Adjusted EBITDA margin
|
|
13.8
|
%
|
|
14.1
|
%
|
|
14.5
|
%
|
(1)
|
2016 includes $5.7 million million in product portfolio optimization charges, $4.2 million related to a work stoppage at the Toledo, Ohio, manufacturing facility, and $0.1 million in pension settlement charges. 2015 includes $17.0 million in pension settlement charges due to unwinding direct ownership of our Dutch defined benefit pension plan and $0.2 million in charges for an environmental obligation related to our assessment of Syracuse China Company as a potentially responsible party with respect to the Lower Ley Creek sub-site of the Onondaga Lake Superfund site. 2014 includes a net gain of $4.8 million related to the insurance settlement for the 2013 furnace malfunction at our Toledo, Ohio, manufacturing facility; $1.0 million of charges related to discontinuing production of certain glassware in North America and reducing manufacturing capacity at our Shreveport, Louisiana, facility; and $0.3 million in charges for an environmental obligation related to our assessment of Syracuse China Company as a potentially responsible party with respect to the Lower Ley Creek sub-site of the Onondaga Lake Superfund site. (See notes 7, 9, 18 and 19 to the Consolidated Financial Statements.)
|
(2)
|
In addition to item (1) above, 2016 includes $4.5 million related to executive terminations and $0.1 million of pension settlement charges. 2015 includes $4.6 million in pension settlement charges due to unwinding direct ownership of our Dutch defined benefit pension plan, and $4.3 million of charges related to reorganization to support our growth strategy and $0.9 million of charges related to executive terminations. 2014 includes $0.8 million of pension settlement charges and $0.9 million for executive retirement. (See notes 9 and 19 to the Consolidated Financial Statements.)
|
(3)
|
In addition to item (2) above, 2016 and 2015 include income of $1.9 million and $0.2 million, respectively, related to derivatives. 2014 includes a loss of $47.2 million related to the write-off of unamortized finance fees and call premium payments on the $405.0 million Senior Secured Notes redeemed in April and May 2014, and the write-off of the debt carrying value adjustment related to the termination of the $45.0 million interest rate swap; and $1.2 million related to hedge ineffectiveness primarily on natural gas contracts in Mexico. (See notes 6, 13, 17 and 19 to the Consolidated Financial Statements.)
|
(4)
|
We believe that Adjusted EBITDA and the associated margin, non-GAAP financial measures, are useful metrics for evaluating our financial performance, as they are measures that we use internally to assess our performance. For certain limitations and a reconciliation from net income to Adjusted EBITDA, see the "Non-GAAP Measures" and "Adjusted EBITDA" sections below in the Discussion of Results of Operations and the reasons we believe these non-GAAP financial measures are useful.
|
Year ended December 31,
(dollars in thousands)
|
|
|
|
|
|
Increase/(Decrease)
|
|
Currency Effects
|
|
Constant Currency Sales Growth (Decline)
(1)
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
|
|||||||||||||
U.S. & Canada
|
|
$
|
488,162
|
|
|
$
|
497,728
|
|
|
$
|
(9,566
|
)
|
|
(1.9
|
)%
|
|
$
|
(139
|
)
|
|
(1.9
|
)%
|
Latin America
|
|
151,406
|
|
|
167,069
|
|
|
(15,663
|
)
|
|
(9.4
|
)%
|
|
(16,976
|
)
|
|
0.8
|
%
|
||||
EMEA
|
|
119,750
|
|
|
122,664
|
|
|
(2,914
|
)
|
|
(2.4
|
)%
|
|
(414
|
)
|
|
(2.0
|
)%
|
||||
Other
|
|
34,102
|
|
|
34,884
|
|
|
(782
|
)
|
|
(2.2
|
)%
|
|
(2,060
|
)
|
|
3.7
|
%
|
||||
Consolidated
|
|
$
|
793,420
|
|
|
$
|
822,345
|
|
|
$
|
(28,925
|
)
|
|
(3.5
|
)%
|
|
$
|
(19,589
|
)
|
|
(1.1
|
)%
|
(1)
|
We believe the constant currency sales growth (decline), a non-gaap measure, is a useful metric for evaluating our financial performance. See the "Non-GAAP Measures" section below for the reasons we believe this non-GAAP metric is useful and how it is derived.
|
Year ended December 31,
(dollars in thousands)
|
|
|
|
|
|
|
|
Segment EBIT Margin
|
||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
2016
|
|
2015
|
|||||||||
U.S. & Canada
|
|
$
|
77,916
|
|
|
$
|
80,406
|
|
|
$
|
(2,490
|
)
|
|
16.0
|
%
|
|
16.2
|
%
|
Latin America
|
|
$
|
10,731
|
|
|
$
|
22,017
|
|
|
$
|
(11,286
|
)
|
|
7.1
|
%
|
|
13.2
|
%
|
EMEA
|
|
$
|
(1,002
|
)
|
|
$
|
1,251
|
|
|
$
|
(2,253
|
)
|
|
(0.8
|
)%
|
|
1.0
|
%
|
(1)
|
Segment EBIT represents earnings before interest and taxes and excludes amounts related to certain items we consider not representative of ongoing operations as well as certain retained corporate costs and other allocations that are not considered by management when evaluating performance. See note 19 to the Consolidated Financial Statements for a reconciliation of Segment EBIT to net income.
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
||||
Net income
|
|
$
|
10,073
|
|
|
$
|
66,333
|
|
Add:
|
|
|
|
|
||||
Interest expense
|
|
20,888
|
|
|
18,484
|
|
||
Provision (benefit) for income taxes
|
|
17,711
|
|
|
(38,216
|
)
|
||
Depreciation and amortization
|
|
48,486
|
|
|
42,712
|
|
||
Add: Special items before interest and taxes:
|
|
|
|
|
||||
Pension settlement (see note 9)
(1)
|
|
168
|
|
|
21,693
|
|
||
Product portfolio optimization
(2)
|
|
5,693
|
|
|
—
|
|
||
Work Stoppage
(3)
|
|
4,162
|
|
|
—
|
|
||
Reorganization charges
(4)
|
|
—
|
|
|
4,316
|
|
||
Executive terminations
|
|
4,460
|
|
|
870
|
|
||
Derivatives (see note 13)
(5)
|
|
(1,860
|
)
|
|
(218
|
)
|
||
Environmental obligation
(6)
|
|
—
|
|
|
157
|
|
||
Adjusted EBITDA
|
|
$
|
109,781
|
|
|
$
|
116,131
|
|
(1)
|
The 2015 pension settlement charges relate to the unwinding in our EMEA region of direct ownership of the Dutch defined benefit pension plan.
|
(2)
|
Product portfolio optimization relates to inventory reductions to simplify and improve our operations.
|
(3)
|
Work stoppage relates to the lower production volume impact, shipping costs and other direct incremental expenses associated with the two-week Toledo, Ohio, work stoppage in the fourth quarter of 2016.
|
(4)
|
Management reorganization to support our growth strategy.
|
(5)
|
Derivatives relate to hedge ineffectiveness on our natural gas contracts as well as mark-to-market adjustments on our natural gas contracts that have been de-designated and those for which we did not elect hedge accounting.
|
(6)
|
Environmental obligation relates to our assessment of Syracuse China Company as a potentially responsible party with respect to the Lower Ley Creek sub-site of the Onondaga Lake Superfund site.
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements of capital expenditures or contractual commitments;
|
•
|
Adjusted EBITDA does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
|
•
|
Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
Year ended December 31,
(dollars in thousands)
|
|
|
|
|
|
Increase/(Decrease)
|
|
Currency Effects
|
|
Constant Currency Sales Growth (Decline)
(1)
|
||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
|
|||||||||||||
U.S. & Canada
|
|
$
|
497,728
|
|
|
$
|
482,094
|
|
|
$
|
15,634
|
|
|
3.2
|
%
|
|
$
|
(811
|
)
|
|
3.4
|
%
|
Latin America
|
|
167,069
|
|
|
190,079
|
|
|
(23,010
|
)
|
|
(12.1
|
)%
|
|
(20,575
|
)
|
|
(1.3
|
)%
|
||||
EMEA
|
|
122,664
|
|
|
147,587
|
|
|
(24,923
|
)
|
|
(16.9
|
)%
|
|
(22,883
|
)
|
|
(1.4
|
)%
|
||||
Other
|
|
34,884
|
|
|
32,732
|
|
|
2,152
|
|
|
6.6
|
%
|
|
(686
|
)
|
|
8.7
|
%
|
||||
Consolidated
|
|
$
|
822,345
|
|
|
$
|
852,492
|
|
|
$
|
(30,147
|
)
|
|
(3.5
|
)%
|
|
$
|
(44,955
|
)
|
|
1.7
|
%
|
(1)
|
We believe the constant currency sales growth (decline), a non-gaap measure, is a useful metric for evaluating our financial performance. See the "Non-GAAP Measures" section above for the reasons we believe this non-GAAP metric is useful and how it is derived.
|
Year ended December 31,
(dollars in thousands)
|
|
|
|
|
|
|
|
Segment EBIT Margin
|
||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
2015
|
|
2014
|
|||||||||
U.S. & Canada
|
|
$
|
80,406
|
|
|
$
|
72,546
|
|
|
$
|
7,860
|
|
|
16.2
|
%
|
|
15.0
|
%
|
Latin America
|
|
$
|
22,017
|
|
|
$
|
32,909
|
|
|
$
|
(10,892
|
)
|
|
13.2
|
%
|
|
17.3
|
%
|
EMEA
|
|
$
|
1,251
|
|
|
$
|
5,726
|
|
|
$
|
(4,475
|
)
|
|
1.0
|
%
|
|
3.9
|
%
|
(1)
|
Segment EBIT represents earnings before interest and taxes and excludes amounts related to certain items we consider not representative of ongoing operations as well as certain retained corporate costs and other allocations that are not considered by management when evaluating performance. See note 19 to the Consolidated Financial Statements for a reconciliation of Segment EBIT to net income.
|
Year ended December 31,
(dollars in thousands)
|
|
2015
|
|
2014
|
||||
Net income
|
|
$
|
66,333
|
|
|
$
|
4,963
|
|
Add:
|
|
|
|
|
||||
Interest expense
|
|
18,484
|
|
|
22,866
|
|
||
Provision (benefit) for income taxes
|
|
(38,216
|
)
|
|
8,567
|
|
||
Depreciation and amortization
|
|
42,712
|
|
|
40,388
|
|
||
Add: Special items before interest and taxes:
|
|
|
|
|
||||
Loss on redemption of debt (see note 6)
(1)
|
|
—
|
|
|
47,191
|
|
||
Pension settlement (see note 9)
(2)
|
|
21,693
|
|
|
774
|
|
||
Furnace malfunction (see note 18)
(3)
|
|
—
|
|
|
(4,782
|
)
|
||
Restructuring charges (see note 7)
(4)
|
|
—
|
|
|
985
|
|
||
Reorganization charges
(5)
|
|
4,316
|
|
|
—
|
|
||
Executive terminations
|
|
870
|
|
|
875
|
|
||
Environmental obligation (see note 18)
(6)
|
|
157
|
|
|
315
|
|
||
Derivatives (see note 13)
(7)
|
|
(218
|
)
|
|
1,247
|
|
||
Adjusted EBITDA
|
|
$
|
116,131
|
|
|
$
|
123,389
|
|
(1)
|
Loss on redemption of debt for 2014 includes the write-off of unamortized finance fees and call premium payments on the $405.0 million Senior Secured Notes redeemed in April and May 2014, and the write-off of the debt carrying value adjustment related to the termination of the $45.0 million interest rate swap.
|
(2)
|
The 2015 pension settlement charges relate to the unwinding in our EMEA region of direct ownership of the Dutch defined benefit pension plan. The pension settlement charge for 2014 relates to excess lump sum distributions.
|
(3)
|
Furnace malfunction in 2014 relates to a $10.7 million insurance recovery, net of a loss of production of $5.9 million, at our Toledo, Ohio, manufacturing facility.
|
(4)
|
Restructuring charges relate to discontinuing production of certain glassware in North America and reducing manufacturing capacity at our Shreveport, Louisiana, facility.
|
(5)
|
Reorganization charges relate to management reorganization to support our growth strategy.
|
(6)
|
Environmental obligation relates to our assessment of Syracuse China Company as a potentially responsible party with respect to the Lower Ley Creek sub-site of the Onondaga Lake Superfund site.
|
(7)
|
Derivatives relate to hedge ineffectiveness on our natural gas contracts and interest rate swap, as well as, mark-to-market adjustments on our natural gas contracts that have been de-designated and those for which we did not elect hedge accounting.
|
December 31,
(dollars in thousands, except percentages and DSO, DIO, DPO and DWC)
|
|
2016
|
|
2015
|
||||
Accounts receivable — net
|
|
$
|
85,113
|
|
|
$
|
94,379
|
|
DSO
(1)
|
|
39.2
|
|
|
41.9
|
|
||
Inventories — net
|
|
$
|
170,009
|
|
|
$
|
178,027
|
|
DIO
(2)
|
|
78.2
|
|
|
79.0
|
|
||
Accounts payable
|
|
$
|
71,582
|
|
|
$
|
71,560
|
|
DPO
(3)
|
|
32.9
|
|
|
31.8
|
|
||
Trade working capital
(4)
|
|
$
|
183,540
|
|
|
$
|
200,846
|
|
DWC
(5)
|
|
84.4
|
|
|
89.1
|
|
||
Percentage of net sales
|
|
23.1
|
%
|
|
24.4
|
%
|
(1)
|
Days sales outstanding (DSO) measures the number of days it takes to turn receivables into cash.
|
(2)
|
Days inventory outstanding (DIO) measures the number of days it takes to turn inventory into cash.
|
(3)
|
Days payable outstanding (DPO) measures the number of days it takes to pay the balances of our accounts payable.
|
(4)
|
Trade Working Capital is defined as net accounts receivable plus net inventories less accounts payable. See below for further discussion as to the reasons we believe this non-GAAP financial measure is useful.
|
(5)
|
Days trade working capital (DWC) measures the number of days it takes to turn our Trade Working Capital into cash.
|
(dollars in thousands)
|
|
Interest Rate
|
|
Maturity Date
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Borrowings under ABL Facility
|
|
floating
|
|
April 9, 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan B
|
|
floating
|
(1)
|
April 9, 2021
|
|
409,000
|
|
|
433,400
|
|
||
AICEP Loan
|
|
0.00%
|
|
January, 2017 to July 30, 2018
|
|
3,320
|
|
|
3,451
|
|
||
Total borrowings
|
|
412,320
|
|
|
436,851
|
|
||||||
Less — unamortized discount and finance fees
|
|
4,480
|
|
|
5,832
|
|
||||||
Total borrowings — net
(1) (2)
|
|
$
|
407,840
|
|
|
$
|
431,019
|
|
(1)
|
See "Derivatives" below and note 13 to the Consolidated Financial Statements.
|
(2)
|
Total borrowings-net includes long-term debt due within one year and long-term debt as stated on the Consolidated Balance Sheets.
|
(3)
|
See “Contractual Obligations” below for scheduled payments by period.
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
|
$
|
82,643
|
|
|
$
|
66,099
|
|
|
$
|
81,871
|
|
Net cash used in investing activities
|
|
$
|
(34,604
|
)
|
|
$
|
(48,129
|
)
|
|
$
|
(52,019
|
)
|
Net cash used in financing activities
|
|
$
|
(34,715
|
)
|
|
$
|
(26,404
|
)
|
|
$
|
(9,745
|
)
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
|
$
|
82,643
|
|
|
$
|
66,099
|
|
|
$
|
81,871
|
|
Net cash used in investing activities
|
|
(34,604
|
)
|
|
(48,129
|
)
|
|
(52,019
|
)
|
|||
Free Cash Flow
(1)
|
|
$
|
48,039
|
|
|
$
|
17,970
|
|
|
$
|
29,852
|
|
(1)
|
We define Free Cash Flow as the sum of net cash provided by operating activities and net cash used in investing activities. The most directly comparable U.S. GAAP financial measure is net cash provided by operating activities.
|
(2)
|
2016 and 2014 excludes $1.3 million and $2.3 million, respectively, for capital expenditures incurred but not yet paid. 2015 includes $2.7 million for capital expenditures paid in 2015 but incurred in a prior year.
|
Contractual Obligations
(1)
(dollars in thousands)
|
|
Payments Due by Year
|
||||||||||||||||||
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
2022 and thereafter
|
|||||||||||
Borrowings
|
|
$
|
412,320
|
|
|
$
|
5,009
|
|
|
$
|
11,511
|
|
|
$
|
395,800
|
|
|
$
|
—
|
|
Interest payments
(2)
|
|
72,273
|
|
|
17,927
|
|
|
35,353
|
|
|
18,993
|
|
|
—
|
|
|||||
Long-term operating leases
|
|
96,325
|
|
|
14,491
|
|
|
25,827
|
|
|
20,016
|
|
|
35,991
|
|
|||||
Pension and nonpension
(3)
|
|
7,551
|
|
|
7,551
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(4)
|
|
40,864
|
|
|
30,535
|
|
|
9,453
|
|
|
763
|
|
|
113
|
|
|||||
Long-term incentive plans
|
|
2,366
|
|
|
1,233
|
|
|
1,133
|
|
|
—
|
|
|
—
|
|
|||||
Total obligations
|
|
$
|
631,699
|
|
|
$
|
76,746
|
|
|
$
|
83,277
|
|
|
$
|
435,572
|
|
|
$
|
36,104
|
|
(1)
|
Amounts reported in local currencies have been translated at
2016
exchange rates.
|
(2)
|
The obligations for interest payments are based on December 31,
2016
debt levels and interest rates.
|
(3)
|
This amount represents
2017
expected contributions to our global pension and nonpension benefit plans. We have not estimated pension contributions beyond
2017
due to the significant impact that return on plan assets and changes in discount rates might have on such amounts.
|
(4)
|
The purchase obligations consist principally of contracted amounts for energy, raw materials and fixed assets. The amount excludes purchase orders in the ordinary course of business that may be canceled. We do not believe such purchase orders will adversely affect our liquidity position.
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Discount rate
|
|
4.18%
|
to
|
4.23%
|
|
4.60%
|
to
|
4.73%
|
|
9.30%
|
|
8.10%
|
||||
Rate of compensation increase
|
|
Not applicable
|
|
Not applicable
|
|
4.30%
|
|
4.30%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||
Discount rate
|
4.66
|
%
|
to
|
4.73
|
%
|
|
4.17
|
%
|
to
|
4.29
|
%
|
|
4.83
|
%
|
to
|
5.12
|
%
|
|
8.10%
|
|
2.30
|
%
|
to
|
7.60
|
%
|
|
3.70
|
%
|
to
|
8.50
|
%
|
||
Expected long-term rate of return on plan assets
|
7.25%
|
|
7.25%
|
|
7.25%
|
|
—%
|
|
4.00%
|
|
4.10%
|
||||||||||||||||||||||
Rate of compensation increase
|
Not applicable
|
|
Not applicable
|
|
Not applicable
|
|
4.30%
|
|
2.00
|
%
|
to
|
4.30
|
%
|
|
2.00
|
%
|
to
|
4.30
|
%
|
•
|
A change of 1.0 percent in the discount rate would change our annual pretax pension expense by approximately
$3.3 million
.
|
•
|
A change of 1.0 percent in the expected long-term rate of return on plan assets would change annual pretax pension expense by approximately
$3.2 million
.
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Accumulated postretirement benefit obligation
|
4.05
|
%
|
|
4.56
|
%
|
|
4.10
|
%
|
|
3.48
|
%
|
|
3.69
|
%
|
|
3.61
|
%
|
Net postretirement benefit cost
|
4.56
|
%
|
|
4.10
|
%
|
|
4.74
|
%
|
|
3.69
|
%
|
|
3.61
|
%
|
|
4.36
|
%
|
•
|
A change of
1.0 percent
in the discount rate would change the nonpension postretirement expense by
$0.2 million
.
|
•
|
A change of
1.0 percent
in the health care trend rate would not have a material impact upon the nonpension postretirement expense.
|
•
|
A change of 1.0 percent in the discount rate would change our annual pretax pension and nonpension postretirement expense by approximately
$3.5 million
.
|
•
|
A change of 1.0 percent in the expected long-term rate of return on plan assets would change annual pretax pension expense by approximately
$3.2 million
.
|
|
Page
|
For the years ended December 31, 2016, 2015 and 2014:
|
|
December 31,
(dollars in thousands, except share amounts)
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
ASSETS
|
||||||||
Cash and cash equivalents
|
|
$
|
61,011
|
|
|
$
|
49,044
|
|
Accounts receivable — net
|
|
85,113
|
|
|
94,379
|
|
||
Inventories — net
|
|
170,009
|
|
|
178,027
|
|
||
Prepaid and other current assets
|
|
16,777
|
|
|
19,326
|
|
||
Total current assets
|
|
332,910
|
|
|
340,776
|
|
||
Pension asset
|
|
—
|
|
|
977
|
|
||
Purchased intangible assets — net
|
|
15,225
|
|
|
16,364
|
|
||
Goodwill
|
|
164,112
|
|
|
164,112
|
|
||
Deferred income taxes
|
|
40,016
|
|
|
48,662
|
|
||
Other assets
|
|
9,514
|
|
|
9,019
|
|
||
Total other assets
|
|
228,867
|
|
|
239,134
|
|
||
Property, plant and equipment — net
|
|
256,392
|
|
|
272,534
|
|
||
Total assets
|
|
$
|
818,169
|
|
|
$
|
852,444
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Accounts payable
|
|
$
|
71,582
|
|
|
$
|
71,560
|
|
Salaries and wages
|
|
27,018
|
|
|
27,266
|
|
||
Accrued liabilities
|
|
41,807
|
|
|
45,179
|
|
||
Accrued income taxes
|
|
1,384
|
|
|
4,009
|
|
||
Pension liability (current portion)
|
|
2,461
|
|
|
2,297
|
|
||
Non-pension postretirement benefits (current portion)
|
|
4,892
|
|
|
4,903
|
|
||
Derivative liability
|
|
1,928
|
|
|
4,265
|
|
||
Long-term debt due within one year
|
|
5,009
|
|
|
4,747
|
|
||
Total current liabilities
|
|
156,081
|
|
|
164,226
|
|
||
Long-term debt
|
|
402,831
|
|
|
426,272
|
|
||
Pension liability
|
|
43,934
|
|
|
44,274
|
|
||
Non-pension postretirement benefits
|
|
55,373
|
|
|
55,282
|
|
||
Deferred income taxes
|
|
1,859
|
|
|
2,822
|
|
||
Other long-term liabilities
|
|
12,972
|
|
|
11,186
|
|
||
Total liabilities
|
|
673,050
|
|
|
704,062
|
|
||
Contingencies (Note 18)
|
|
|
|
|
||||
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock, par value $.01 per share, 50,000,000 shares authorized, 21,864,541 shares issued in 2016 (21,843,851 shares issued in 2015)
|
|
219
|
|
|
218
|
|
||
Capital in excess of par value
|
|
329,722
|
|
|
330,756
|
|
||
Treasury stock
|
|
—
|
|
|
(4,448
|
)
|
||
Retained deficit
|
|
(59,625
|
)
|
|
(57,912
|
)
|
||
Accumulated other comprehensive loss
|
|
(125,197
|
)
|
|
(120,232
|
)
|
||
Total shareholders’ equity
|
|
145,119
|
|
|
148,382
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
818,169
|
|
|
$
|
852,444
|
|
Year ended December 31,
(dollars in thousands, except per share amounts)
|
|
|
|
|
|
|
||||||
|
2016
|
|
2015
|
|
2014
|
|||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
793,420
|
|
|
$
|
822,345
|
|
|
$
|
852,492
|
|
Freight billed to customers
|
|
2,790
|
|
|
2,885
|
|
|
3,400
|
|
|||
Total revenues
|
|
796,210
|
|
|
825,230
|
|
|
855,892
|
|
|||
Cost of sales
|
|
629,916
|
|
|
648,902
|
|
|
652,747
|
|
|||
Gross profit
|
|
166,294
|
|
|
176,328
|
|
|
203,145
|
|
|||
Selling, general and administrative expenses
|
|
120,984
|
|
|
132,607
|
|
|
121,909
|
|
|||
Income from operations
|
|
45,310
|
|
|
43,721
|
|
|
81,236
|
|
|||
Loss on redemption of debt
|
|
—
|
|
|
—
|
|
|
(47,191
|
)
|
|||
Other income
|
|
3,362
|
|
|
2,880
|
|
|
2,351
|
|
|||
Earnings before interest and income taxes
|
|
48,672
|
|
|
46,601
|
|
|
36,396
|
|
|||
Interest expense
|
|
20,888
|
|
|
18,484
|
|
|
22,866
|
|
|||
Income before income taxes
|
|
27,784
|
|
|
28,117
|
|
|
13,530
|
|
|||
Provision (benefit) for income taxes
|
|
17,711
|
|
|
(38,216
|
)
|
|
8,567
|
|
|||
Net income
|
|
$
|
10,073
|
|
|
$
|
66,333
|
|
|
$
|
4,963
|
|
|
|
|
|
|
|
|
||||||
Net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.46
|
|
|
$
|
3.04
|
|
|
$
|
0.23
|
|
Diluted
|
|
$
|
0.46
|
|
|
$
|
2.99
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
21,880
|
|
|
21,817
|
|
|
21,716
|
|
|||
Diluted
|
|
22,049
|
|
|
22,159
|
|
|
22,184
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
—
|
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
10,073
|
|
|
$
|
66,333
|
|
|
$
|
4,963
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Pension and other postretirement benefit adjustments, net of tax
|
|
(1,395
|
)
|
|
33,201
|
|
|
(49,725
|
)
|
|||
Change in fair value of derivative instruments, net of tax
|
|
1,345
|
|
|
(1,235
|
)
|
|
(1,846
|
)
|
|||
Foreign currency translation adjustments, net of tax
|
|
(4,915
|
)
|
|
(13,751
|
)
|
|
(13,716
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
(4,965
|
)
|
|
18,215
|
|
|
(65,287
|
)
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
|
$
|
5,108
|
|
|
$
|
84,548
|
|
|
$
|
(60,324
|
)
|
(dollars in thousands,
except share amounts)
|
|
Common
Stock Shares |
|
Treasury Stock Shares
|
|
Common
Stock Amount |
|
Capital in Excess of Par Value
|
|
Treasury Stock Amount
|
|
Retained
Deficit |
|
Accumulated Other Comprehensive Loss
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance December 31, 2013
|
|
21,316,480
|
|
|
—
|
|
|
$
|
213
|
|
|
$
|
323,367
|
|
|
$
|
—
|
|
|
$
|
(119,611
|
)
|
|
$
|
(73,160
|
)
|
|
$
|
130,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
4,963
|
|
|
|
|
4,963
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(65,287
|
)
|
|
(65,287
|
)
|
||||||||||||
Stock compensation expense
|
|
|
|
|
|
|
|
3,932
|
|
|
|
|
|
|
|
|
3,932
|
|
||||||||||||
Stock issued
|
|
527,371
|
|
|
|
|
5
|
|
|
4,409
|
|
|
|
|
|
|
|
|
4,414
|
|
||||||||||
Stock withheld for employee taxes
|
|
|
|
|
|
|
|
(317
|
)
|
|
|
|
|
|
|
|
(317
|
)
|
||||||||||||
Purchase of treasury shares
|
|
|
|
|
34,985
|
|
|
|
|
|
|
(1,060
|
)
|
|
|
|
|
|
(1,060
|
)
|
||||||||||
Balance December 31, 2014
|
|
21,843,851
|
|
|
34,985
|
|
|
218
|
|
|
331,391
|
|
|
(1,060
|
)
|
|
(114,648
|
)
|
|
(138,447
|
)
|
|
77,454
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
66,333
|
|
|
|
|
66,333
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,215
|
|
|
18,215
|
|
||||||||||||
Income tax effect from share-based compensation arrangements
|
|
|
|
|
|
|
|
2,797
|
|
|
|
|
|
|
|
|
2,797
|
|
||||||||||||
Stock compensation expense
|
|
|
|
|
|
|
|
5,873
|
|
|
|
|
|
|
|
|
5,873
|
|
||||||||||||
Stock issued from treasury
|
|
|
|
(336,741
|
)
|
|
|
|
(8,509
|
)
|
|
11,887
|
|
|
|
|
|
|
3,378
|
|
||||||||||
Stock withheld for employee taxes
|
|
|
|
|
|
|
|
(796
|
)
|
|
|
|
|
|
|
|
(796
|
)
|
||||||||||||
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
(9,597
|
)
|
|
|
|
(9,597
|
)
|
||||||||||||
Purchase of treasury shares
|
|
|
|
412,473
|
|
|
|
|
|
|
(15,275
|
)
|
|
|
|
|
|
(15,275
|
)
|
|||||||||||
Balance December 31, 2015
|
|
21,843,851
|
|
|
110,717
|
|
|
218
|
|
|
330,756
|
|
|
(4,448
|
)
|
|
(57,912
|
)
|
|
(120,232
|
)
|
|
148,382
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
10,073
|
|
|
|
|
10,073
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,965
|
)
|
|
(4,965
|
)
|
||||||||||||
Income tax effect from share-based compensation arrangements
|
|
|
|
|
|
|
|
(534
|
)
|
|
|
|
|
|
|
|
(534
|
)
|
||||||||||||
Stock compensation expense
|
|
|
|
|
|
|
|
3,724
|
|
|
|
|
|
|
|
|
3,724
|
|
||||||||||||
Stock issued
|
|
20,690
|
|
|
(222,009
|
)
|
|
1
|
|
|
(3,329
|
)
|
|
6,448
|
|
|
(1,716
|
)
|
|
|
|
1,404
|
|
|||||||
Stock withheld for employee taxes
|
|
|
|
|
|
|
|
(895
|
)
|
|
|
|
|
|
|
|
(895
|
)
|
||||||||||||
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
(10,070
|
)
|
|
|
|
(10,070
|
)
|
||||||||||||
Purchase of treasury shares
|
|
|
|
111,292
|
|
|
|
|
|
|
(2,000
|
)
|
|
|
|
|
|
(2,000
|
)
|
|||||||||||
Balance December 31, 2016
|
|
21,864,541
|
|
|
—
|
|
|
$
|
219
|
|
|
$
|
329,722
|
|
|
$
|
—
|
|
|
$
|
(59,625
|
)
|
|
$
|
(125,197
|
)
|
|
$
|
145,119
|
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
10,073
|
|
|
$
|
66,333
|
|
|
$
|
4,963
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
48,486
|
|
|
42,712
|
|
|
40,388
|
|
|||
Loss on asset sales and disposals
|
|
287
|
|
|
567
|
|
|
674
|
|
|||
Change in accounts receivable
|
|
8,660
|
|
|
(6,312
|
)
|
|
(1,808
|
)
|
|||
Change in inventories
|
|
5,979
|
|
|
(12,006
|
)
|
|
(10,828
|
)
|
|||
Change in accounts payable
|
|
(481
|
)
|
|
(3,466
|
)
|
|
5,088
|
|
|||
Accrued interest and amortization of discounts and finance fees
|
|
(1,086
|
)
|
|
1,291
|
|
|
2,039
|
|
|||
Call premium on senior notes
|
|
—
|
|
|
—
|
|
|
37,348
|
|
|||
Write-off of finance fees on senior notes
|
|
—
|
|
|
—
|
|
|
9,086
|
|
|||
Pension & non-pension postretirement benefits, net
|
|
(2,513
|
)
|
|
18,865
|
|
|
(879
|
)
|
|||
Restructuring
|
|
—
|
|
|
—
|
|
|
(289
|
)
|
|||
Accrued liabilities & prepaid expenses
|
|
4,032
|
|
|
4,140
|
|
|
(7,222
|
)
|
|||
Income taxes
|
|
6,296
|
|
|
(45,003
|
)
|
|
885
|
|
|||
Share-based compensation expense
|
|
4,766
|
|
|
5,917
|
|
|
5,283
|
|
|||
Excess tax benefit from share-based compensation arrangements
|
|
(366
|
)
|
|
(2,797
|
)
|
|
—
|
|
|||
Other operating activities
|
|
(1,490
|
)
|
|
(4,142
|
)
|
|
(2,857
|
)
|
|||
Net cash provided by operating activities
|
|
82,643
|
|
|
66,099
|
|
|
81,871
|
|
|||
|
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
|
(34,604
|
)
|
|
(48,136
|
)
|
|
(54,393
|
)
|
|||
Proceeds from furnace malfunction insurance recovery
|
|
—
|
|
|
—
|
|
|
2,350
|
|
|||
Proceeds from asset sales and other
|
|
—
|
|
|
7
|
|
|
24
|
|
|||
Net cash used in investing activities
|
|
(34,604
|
)
|
|
(48,129
|
)
|
|
(52,019
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
|
||||||
Borrowings on ABL credit facility
|
|
6,000
|
|
|
62,900
|
|
|
83,000
|
|
|||
Repayments on ABL credit facility
|
|
(6,000
|
)
|
|
(62,900
|
)
|
|
(83,000
|
)
|
|||
Other repayments
|
|
(350
|
)
|
|
(3,267
|
)
|
|
(5,863
|
)
|
|||
Other borrowings
|
|
339
|
|
|
—
|
|
|
5,214
|
|
|||
Payments on 6.875% senior notes
|
|
—
|
|
|
—
|
|
|
(405,000
|
)
|
|||
Proceeds from Term Loan B
|
|
—
|
|
|
—
|
|
|
438,900
|
|
|||
Repayments on Term Loan B
|
|
(24,400
|
)
|
|
(4,400
|
)
|
|
(2,200
|
)
|
|||
Call premium on senior notes
|
|
—
|
|
|
—
|
|
|
(37,348
|
)
|
|||
Stock options exercised
|
|
1,400
|
|
|
3,338
|
|
|
4,571
|
|
|||
Excess tax benefit from share-based compensation arrangements
|
|
366
|
|
|
2,797
|
|
|
—
|
|
|||
Debt issuance costs and other
|
|
—
|
|
|
—
|
|
|
(6,959
|
)
|
|||
Dividends
|
|
(10,070
|
)
|
|
(9,597
|
)
|
|
—
|
|
|||
Treasury shares purchased
|
|
(2,000
|
)
|
|
(15,275
|
)
|
|
(1,060
|
)
|
|||
Net cash used in financing activities
|
|
(34,715
|
)
|
|
(26,404
|
)
|
|
(9,745
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate fluctuations on cash
|
|
(1,357
|
)
|
|
(2,566
|
)
|
|
(2,271
|
)
|
|||
Increase (decrease) in cash
|
|
11,967
|
|
|
(11,000
|
)
|
|
17,836
|
|
|||
Cash & cash equivalents at beginning of year
|
|
49,044
|
|
|
60,044
|
|
|
42,208
|
|
|||
Cash & cash equivalents at end of year
|
|
$
|
61,011
|
|
|
$
|
49,044
|
|
|
$
|
60,044
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the year for interest, net of capitalized interest
|
|
$
|
21,553
|
|
|
$
|
16,545
|
|
|
$
|
20,302
|
|
Cash paid during the year for income taxes
|
|
$
|
7,559
|
|
|
$
|
5,516
|
|
|
$
|
7,228
|
|
1.
|
Description of the Business
|
2.
|
Significant Accounting Policies
|
3.
|
Balance Sheet Details
|
December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
||||
Accounts receivable:
|
|
|
|
|
||||
Trade receivables
|
|
$
|
82,851
|
|
|
$
|
91,324
|
|
Other receivables
|
|
2,262
|
|
|
3,055
|
|
||
Total accounts receivable, less allowances of $7,832 and $7,066
|
|
$
|
85,113
|
|
|
$
|
94,379
|
|
|
|
|
|
|
||||
Inventories:
|
|
|
|
|
||||
Finished goods
|
|
$
|
152,261
|
|
|
$
|
159,998
|
|
Work in process
|
|
1,625
|
|
|
1,183
|
|
||
Raw materials
|
|
4,432
|
|
|
4,944
|
|
||
Repair parts
|
|
10,558
|
|
|
10,763
|
|
||
Operating supplies
|
|
1,133
|
|
|
1,139
|
|
||
Total inventories, less loss provisions of $9,484 and $5,313
|
|
$
|
170,009
|
|
|
$
|
178,027
|
|
|
|
|
|
|
||||
Accrued liabilities:
|
|
|
|
|
||||
Accrued incentives
|
|
$
|
19,771
|
|
|
$
|
21,450
|
|
Other accrued liabilities
|
|
22,036
|
|
|
23,729
|
|
||
Total accrued liabilities
|
|
$
|
41,807
|
|
|
$
|
45,179
|
|
|
|
|
|
|
4.
|
Purchased Intangible Assets and Goodwill
|
(dollars in thousands)
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
16,364
|
|
|
$
|
17,771
|
|
Amortization
|
|
(1,039
|
)
|
|
(1,039
|
)
|
||
Foreign currency impact
|
|
(100
|
)
|
|
(368
|
)
|
||
Ending balance
|
|
$
|
15,225
|
|
|
$
|
16,364
|
|
December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
||||
Indefinite life intangible assets
|
|
$
|
11,888
|
|
|
$
|
11,949
|
|
Definite life intangible assets, net of accumulated amortization of $17,706 and $16,758
|
|
3,337
|
|
|
4,415
|
|
||
Total
|
|
$
|
15,225
|
|
|
$
|
16,364
|
|
2017
|
2018
|
2019
|
2020
|
2021
|
|
$1,031
|
$1,031
|
$551
|
$145
|
$145
|
|
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
(dollars in thousands)
|
|
U.S. & Canada
|
|
Latin America
|
|
EMEA
|
|
Total
|
|
U.S. & Canada
|
|
Latin America
|
|
EMEA
|
|
Total
|
||||||||||||||||
Beginning balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goodwill
|
|
$
|
43,872
|
|
|
$
|
125,681
|
|
|
$
|
9,434
|
|
|
$
|
178,987
|
|
|
$
|
43,872
|
|
|
$
|
125,681
|
|
|
$
|
9,434
|
|
|
$
|
178,987
|
|
Accumulated impairment losses
|
|
(5,441
|
)
|
|
—
|
|
|
(9,434
|
)
|
|
(14,875
|
)
|
|
(5,441
|
)
|
|
—
|
|
|
(9,434
|
)
|
|
(14,875
|
)
|
||||||||
Net beginning balance
|
|
38,431
|
|
|
125,681
|
|
|
—
|
|
|
164,112
|
|
|
38,431
|
|
|
125,681
|
|
|
—
|
|
|
164,112
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goodwill
|
|
43,872
|
|
|
125,681
|
|
|
9,434
|
|
|
178,987
|
|
|
43,872
|
|
|
125,681
|
|
|
9,434
|
|
|
178,987
|
|
||||||||
Accumulated impairment losses
|
|
(5,441
|
)
|
|
—
|
|
|
(9,434
|
)
|
|
(14,875
|
)
|
|
(5,441
|
)
|
|
—
|
|
|
(9,434
|
)
|
|
(14,875
|
)
|
||||||||
Net ending balance
|
|
$
|
38,431
|
|
|
$
|
125,681
|
|
|
$
|
—
|
|
|
$
|
164,112
|
|
|
$
|
38,431
|
|
|
$
|
125,681
|
|
|
$
|
—
|
|
|
$
|
164,112
|
|
5.
|
Property, Plant and Equipment
|
December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
19,524
|
|
|
$
|
19,871
|
|
Buildings
|
|
102,666
|
|
|
102,236
|
|
||
Machinery and equipment
|
|
473,004
|
|
|
470,862
|
|
||
Furniture and fixtures
|
|
14,208
|
|
|
14,313
|
|
||
Software
|
|
22,733
|
|
|
23,630
|
|
||
Construction in progress
|
|
16,113
|
|
|
9,137
|
|
||
Gross property, plant and equipment
|
|
648,248
|
|
|
640,049
|
|
||
Less accumulated depreciation
|
|
391,856
|
|
|
367,515
|
|
||
Net property, plant and equipment
|
|
$
|
256,392
|
|
|
$
|
272,534
|
|
6.
|
Borrowings
|
December 31,
(dollars in thousands)
|
|
Interest Rate
|
|
Maturity Date
|
|
2016
|
|
2015
|
||||
Borrowings under ABL Facility
|
|
floating
|
|
April 9, 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan B
|
|
floating
|
(1)
|
April 9, 2021
|
|
409,000
|
|
|
433,400
|
|
||
AICEP Loan
|
|
0.00%
|
|
January, 2017 to July 30, 2018
|
|
3,320
|
|
|
3,451
|
|
||
Total borrowings
|
|
412,320
|
|
|
436,851
|
|
||||||
Less — unamortized discount and finance fees
|
|
4,480
|
|
|
5,832
|
|
||||||
Total borrowings — net
|
|
407,840
|
|
|
431,019
|
|
||||||
Less — long term debt due within one year
|
|
5,009
|
|
|
4,747
|
|
||||||
Total long-term portion of borrowings — net
|
|
$
|
402,831
|
|
|
$
|
426,272
|
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
|
$5,009
|
$7,111
|
$4,400
|
$4,400
|
$391,400
|
$—
|
|
•
|
a first-priority security interest in substantially all of the existing and future personal property of Libbey Glass and its domestic subsidiaries (ABL Priority Collateral);
|
•
|
a first-priority security interest in:
|
•
|
100 percent
of the stock of Libbey Glass and
100 percent
of the stock of substantially all of Libbey Glass’s present and future direct and indirect domestic subsidiaries;
|
•
|
100 percent
of the non-voting stock of substantially all of Libbey Glass’s first-tier present and future foreign subsidiaries; and
|
•
|
65 percent
of the voting stock of substantially all of Libbey Glass’s first-tier present and future foreign subsidiaries
|
•
|
a first-priority security interest in substantially all proceeds and products of the property and assets described above; and
|
•
|
a second-priority security interest in substantially all of the owned real property, equipment and fixtures in the United States of Libbey Glass and its domestic subsidiaries, subject to certain exceptions and permitted liens (Term Priority Collateral).
|
•
|
a first-priority lien on substantially all of the existing and future real and personal property of Libbey Europe and its Dutch subsidiaries; and
|
•
|
a first-priority security interest in:
|
•
|
100 percent
of the stock of Libbey Europe and
100 percent
of the stock of substantially all of the Dutch subsidiaries; and
|
•
|
100 percent
(or a lesser percentage in certain circumstances) of the outstanding stock issued by the first-tier foreign subsidiaries of Libbey Europe and its Dutch subsidiaries.
|
•
|
incur, assume or guarantee additional indebtedness;
|
•
|
pay dividends, make certain investments or other restricted payments;
|
•
|
create liens;
|
•
|
enter into affiliate transactions;
|
•
|
merge or consolidate, or otherwise dispose of all or substantially all the assets of Libbey Glass and the Guarantors; and
|
•
|
transfer or sell assets.
|
7.
|
Restructuring Charges
|
8.
|
Income Taxes
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
29,742
|
|
|
$
|
27,146
|
|
|
$
|
(15,488
|
)
|
Non-U.S.
|
|
(1,958
|
)
|
|
971
|
|
|
29,018
|
|
|||
Total income before income taxes
|
|
$
|
27,784
|
|
|
$
|
28,117
|
|
|
$
|
13,530
|
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
470
|
|
|
$
|
300
|
|
|
$
|
59
|
|
Non-U.S.
|
|
7,625
|
|
|
9,142
|
|
|
10,180
|
|
|||
U.S. state and local
|
|
201
|
|
|
162
|
|
|
157
|
|
|||
Total current income tax provision (benefit)
|
|
8,296
|
|
|
9,604
|
|
|
10,396
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
9,981
|
|
|
(44,068
|
)
|
|
227
|
|
|||
Non-U.S.
|
|
334
|
|
|
(3,078
|
)
|
|
(2,066
|
)
|
|||
U.S. state and local
|
|
(900
|
)
|
|
(674
|
)
|
|
10
|
|
|||
Total deferred income tax provision (benefit)
|
|
9,415
|
|
|
(47,820
|
)
|
|
(1,829
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
10,451
|
|
|
(43,768
|
)
|
|
286
|
|
|||
Non-U.S.
|
|
7,959
|
|
|
6,064
|
|
|
8,114
|
|
|||
U.S. state and local
|
|
(699
|
)
|
|
(512
|
)
|
|
167
|
|
|||
Total income tax provision (benefit)
|
|
$
|
17,711
|
|
|
$
|
(38,216
|
)
|
|
$
|
8,567
|
|
December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Pension
|
|
$
|
11,799
|
|
|
$
|
9,644
|
|
Non-pension postretirement benefits
|
|
22,810
|
|
|
21,751
|
|
||
Other accrued liabilities
|
|
19,244
|
|
|
20,432
|
|
||
Receivables
|
|
2,756
|
|
|
2,341
|
|
||
Net operating loss and charitable contribution carry forwards
|
|
16,861
|
|
|
25,754
|
|
||
Tax credits
|
|
11,502
|
|
|
10,245
|
|
||
Total deferred income tax assets
|
|
84,972
|
|
|
90,167
|
|
||
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
23,921
|
|
|
22,882
|
|
||
Inventories
|
|
3,866
|
|
|
2,378
|
|
||
Intangibles and other
|
|
5,255
|
|
|
7,883
|
|
||
Total deferred income tax liabilities
|
|
33,042
|
|
|
33,143
|
|
||
Net deferred income tax asset before valuation allowance
|
|
51,930
|
|
|
57,024
|
|
||
Valuation allowance
|
|
(13,773
|
)
|
|
(11,184
|
)
|
||
Net deferred income tax asset (liability)
|
|
$
|
38,157
|
|
|
$
|
45,840
|
|
December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
||||
Non-current deferred income tax asset
|
|
40,016
|
|
|
48,662
|
|
||
Non-current deferred income tax liability
|
|
(1,859
|
)
|
|
(2,822
|
)
|
||
Net deferred income tax asset (liability)
|
|
$
|
38,157
|
|
|
$
|
45,840
|
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
|
$
|
11,184
|
|
|
$
|
66,486
|
|
|
$
|
46,048
|
|
Charge (benefit) to provision for income taxes
|
|
2,589
|
|
|
(49,877
|
)
|
|
3,507
|
|
|||
Charge (benefit) to other comprehensive income
|
|
—
|
|
|
(5,425
|
)
|
|
16,931
|
|
|||
Ending balance
|
|
$
|
13,773
|
|
|
$
|
11,184
|
|
|
$
|
66,486
|
|
Year ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
||||||
Statutory U.S. federal income tax rate
|
|
35.0
|
|
%
|
|
35.0
|
|
%
|
|
35.0
|
|
%
|
Increase (decrease) in rate due to:
|
|
|
|
|
|
|
|
|
|
|||
Non-U.S. income tax differential
|
|
(2.1
|
)
|
|
|
(0.9
|
)
|
|
|
(25.9
|
)
|
|
U.S. state and local income taxes, net of related U.S. federal income taxes
|
|
(1.3
|
)
|
|
|
(2.0
|
)
|
|
|
0.8
|
|
|
U.S. federal credits
|
|
(2.2
|
)
|
|
|
—
|
|
|
|
—
|
|
|
Permanent adjustments
|
|
3.8
|
|
|
|
7.5
|
|
|
|
20.1
|
|
|
Foreign withholding taxes
|
|
5.7
|
|
|
|
4.7
|
|
|
|
14.8
|
|
|
Valuation allowance
|
|
11.1
|
|
|
|
(174.8
|
)
|
|
|
42.9
|
|
|
Unrecognized tax benefits
|
|
10.0
|
|
|
|
(0.3
|
)
|
|
|
(9.3
|
)
|
|
Impact of foreign exchange
|
|
3.4
|
|
|
|
(19.8
|
)
|
|
|
(14.0
|
)
|
|
Tax effect of intercompany capitalization
|
|
—
|
|
|
|
11.7
|
|
|
|
—
|
|
|
Other
|
|
0.3
|
|
|
|
3.0
|
|
|
|
(1.1
|
)
|
|
Consolidated effective income tax rate
|
|
63.7
|
|
%
|
|
(135.9
|
)
|
%
|
|
63.3
|
|
%
|
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
|
$
|
431
|
|
|
$
|
378
|
|
|
$
|
1,312
|
|
Additions based on tax positions related to the current year
|
|
382
|
|
|
293
|
|
|
—
|
|
|||
Additions for tax positions of prior years
|
|
3,001
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
|
(293
|
)
|
|
—
|
|
|
(325
|
)
|
|||
Changes due to lapse of statute of limitations
|
|
—
|
|
|
(240
|
)
|
|
(609
|
)
|
|||
Ending balance
|
|
$
|
3,521
|
|
|
$
|
431
|
|
|
$
|
378
|
|
December 31,
(dollars in thousands) |
|
2016
|
|
2015
|
|
2014
|
||||||
Impact on the effective tax rate, if unrecognized tax benefits were recognized
|
|
$
|
3,414
|
|
|
$
|
378
|
|
|
$
|
306
|
|
Interest and penalties, net of tax benefit, accrued in the Consolidated Balance Sheets
|
|
$
|
273
|
|
|
$
|
28
|
|
|
$
|
174
|
|
Interest and penalties expense (benefit) recognized in the Consolidated Statements of Operations
|
|
$
|
245
|
|
|
$
|
(146
|
)
|
|
$
|
(363
|
)
|
Jurisdiction
|
|
Open Years
|
||
Canada
|
|
2012
|
–
|
2016
|
China
|
|
2007
|
–
|
2016
|
Mexico
|
|
2010
|
–
|
2016
|
Netherlands
|
|
2015
|
–
|
2016
|
Portugal
|
|
2013
|
–
|
2016
|
United States (excluding 2009 which is closed)
|
|
2008
|
–
|
2016
|
9.
|
Pension
|
Year ended December 31,
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||
Service cost (benefits earned during the period)
|
|
$
|
3,717
|
|
|
$
|
4,365
|
|
|
$
|
3,664
|
|
|
$
|
1,226
|
|
|
$
|
2,965
|
|
|
$
|
2,264
|
|
|
$
|
4,943
|
|
|
$
|
7,330
|
|
|
$
|
5,928
|
|
Interest cost on projected benefit obligation
|
|
14,963
|
|
|
14,715
|
|
|
15,378
|
|
|
2,594
|
|
|
4,332
|
|
|
5,566
|
|
|
17,557
|
|
|
19,047
|
|
|
20,944
|
|
|||||||||
Expected return on plan assets
|
|
(23,027
|
)
|
|
(22,661
|
)
|
|
(22,387
|
)
|
|
—
|
|
|
(2,447
|
)
|
|
(2,447
|
)
|
|
(23,027
|
)
|
|
(25,108
|
)
|
|
(24,834
|
)
|
|||||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
|
|
263
|
|
|
417
|
|
|
1,059
|
|
|
(207
|
)
|
|
(244
|
)
|
|
164
|
|
|
56
|
|
|
173
|
|
|
1,223
|
|
|||||||||
Actuarial loss
|
|
4,272
|
|
|
7,291
|
|
|
4,057
|
|
|
782
|
|
|
1,599
|
|
|
1,012
|
|
|
5,054
|
|
|
8,890
|
|
|
5,069
|
|
|||||||||
Transition obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|||||||||
Settlement charge
|
|
42
|
|
|
13
|
|
|
483
|
|
|
126
|
|
|
21,574
|
|
|
291
|
|
|
168
|
|
|
21,587
|
|
|
774
|
|
|||||||||
Curtailment charge (credit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||||||||
Pension expense
|
|
$
|
230
|
|
|
$
|
4,140
|
|
|
$
|
2,254
|
|
|
$
|
4,521
|
|
|
$
|
27,765
|
|
|
$
|
6,910
|
|
|
$
|
4,751
|
|
|
$
|
31,905
|
|
|
$
|
9,164
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Discount rate
|
|
4.18%
|
to
|
4.23%
|
|
4.60%
|
to
|
4.73%
|
|
9.30%
|
|
8.10%
|
||||
Rate of compensation increase
|
|
Not applicable
|
|
Not applicable
|
|
4.30%
|
|
4.30%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||
Discount rate
|
4.66
|
%
|
to
|
4.73
|
%
|
|
4.17
|
%
|
to
|
4.29
|
%
|
|
4.83
|
%
|
to
|
5.12
|
%
|
|
8.10%
|
|
2.30
|
%
|
to
|
7.60
|
%
|
|
3.70
|
%
|
to
|
8.50
|
%
|
||
Expected long-term rate of return on plan assets
|
7.25%
|
|
7.25%
|
|
7.25%
|
|
—%
|
|
4.00%
|
|
4.10%
|
||||||||||||||||||||||
Rate of compensation increase
|
Not applicable
|
|
Not applicable
|
|
Not applicable
|
|
4.30%
|
|
2.00
|
%
|
to
|
4.30
|
%
|
|
2.00
|
%
|
to
|
4.30
|
%
|
Year ended December 31,
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation, beginning of year
|
|
$
|
325,863
|
|
|
$
|
351,477
|
|
|
$
|
35,915
|
|
|
$
|
119,986
|
|
|
$
|
361,778
|
|
|
$
|
471,463
|
|
Service cost
|
|
3,717
|
|
|
4,365
|
|
|
1,226
|
|
|
2,965
|
|
|
4,943
|
|
|
7,330
|
|
||||||
Interest cost
|
|
14,963
|
|
|
14,715
|
|
|
2,594
|
|
|
4,332
|
|
|
17,557
|
|
|
19,047
|
|
||||||
Exchange rate fluctuations
|
|
—
|
|
|
—
|
|
|
(5,821
|
)
|
|
(13,948
|
)
|
|
(5,821
|
)
|
|
(13,948
|
)
|
||||||
Actuarial (gain) loss
|
|
11,108
|
|
|
(26,796
|
)
|
|
(2,477
|
)
|
|
11,105
|
|
|
8,631
|
|
|
(15,691
|
)
|
||||||
Plan participants' contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,359
|
|
|
—
|
|
|
1,359
|
|
||||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,354
|
)
|
|
—
|
|
|
(4,354
|
)
|
||||||
Curtailment effect
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,414
|
)
|
|
—
|
|
|
(7,414
|
)
|
||||||
Settlements paid
|
|
(259
|
)
|
|
(96
|
)
|
|
—
|
|
|
(74,485
|
)
|
|
(259
|
)
|
|
(74,581
|
)
|
||||||
Benefits paid
|
|
(18,744
|
)
|
|
(17,802
|
)
|
|
(3,276
|
)
|
|
(3,631
|
)
|
|
(22,020
|
)
|
|
(21,433
|
)
|
||||||
Projected benefit obligation, end of year
|
|
$
|
336,648
|
|
|
$
|
325,863
|
|
|
$
|
28,161
|
|
|
$
|
35,915
|
|
|
$
|
364,809
|
|
|
$
|
361,778
|
|
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, beginning of year
|
|
$
|
316,184
|
|
|
$
|
340,082
|
|
|
$
|
—
|
|
|
$
|
74,279
|
|
|
$
|
316,184
|
|
|
$
|
414,361
|
|
Actual return on plan assets
|
|
20,974
|
|
|
(6,096
|
)
|
|
—
|
|
|
(213
|
)
|
|
20,974
|
|
|
(6,309
|
)
|
||||||
Exchange rate fluctuations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,761
|
)
|
|
—
|
|
|
(7,761
|
)
|
||||||
Employer contributions
|
|
259
|
|
|
96
|
|
|
3,276
|
|
|
10,452
|
|
|
3,535
|
|
|
10,548
|
|
||||||
Plan participants' contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,359
|
|
|
—
|
|
|
1,359
|
|
||||||
Settlements paid
|
|
(259
|
)
|
|
(96
|
)
|
|
—
|
|
|
(74,485
|
)
|
|
(259
|
)
|
|
(74,581
|
)
|
||||||
Benefits paid
|
|
(18,744
|
)
|
|
(17,802
|
)
|
|
(3,276
|
)
|
|
(3,631
|
)
|
|
(22,020
|
)
|
|
(21,433
|
)
|
||||||
Fair value of plan assets, end of year
|
|
$
|
318,414
|
|
|
$
|
316,184
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318,414
|
|
|
$
|
316,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded ratio
|
|
94.6
|
%
|
|
97.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
87.3
|
%
|
|
87.4
|
%
|
||||||
Funded status and net accrued pension benefit asset (cost)
|
|
$
|
(18,234
|
)
|
|
$
|
(9,679
|
)
|
|
$
|
(28,161
|
)
|
|
$
|
(35,915
|
)
|
|
$
|
(46,395
|
)
|
|
$
|
(45,594
|
)
|
December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
||||
Non-current asset
|
|
$
|
—
|
|
|
$
|
977
|
|
Current liability
|
|
(2,461
|
)
|
|
(2,297
|
)
|
||
Long-term liability
|
|
(43,934
|
)
|
|
(44,274
|
)
|
||
Net accrued pension liability
|
|
$
|
(46,395
|
)
|
|
$
|
(45,594
|
)
|
Year ended December 31,
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||
Net actuarial loss
|
|
$
|
105,830
|
|
|
$
|
96,983
|
|
|
$
|
11,077
|
|
|
$
|
16,988
|
|
|
$
|
116,907
|
|
|
$
|
113,971
|
|
Prior service cost (credit)
|
|
237
|
|
|
500
|
|
|
(2,704
|
)
|
|
(3,472
|
)
|
|
(2,467
|
)
|
|
(2,972
|
)
|
||||||
Total cost
|
|
$
|
106,067
|
|
|
$
|
97,483
|
|
|
$
|
8,373
|
|
|
$
|
13,516
|
|
|
$
|
114,440
|
|
|
$
|
110,999
|
|
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||
Net actuarial loss
|
|
$
|
5,409
|
|
|
$
|
543
|
|
|
$
|
5,952
|
|
Prior service cost (credit)
|
|
236
|
|
|
(187
|
)
|
|
49
|
|
|||
Total cost
|
|
$
|
5,645
|
|
|
$
|
356
|
|
|
$
|
6,001
|
|
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||
Estimated contributions in 2017
|
|
$
|
286
|
|
|
$
|
2,278
|
|
|
$
|
2,564
|
|
Contributions made in 2016
|
|
$
|
259
|
|
|
$
|
3,276
|
|
|
$
|
3,535
|
|
Contributions made in 2015
|
|
$
|
96
|
|
|
$
|
10,452
|
|
|
$
|
10,548
|
|
Year
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||
2017
|
|
$
|
19,038
|
|
|
$
|
2,278
|
|
|
$
|
21,316
|
|
2018
|
|
$
|
19,957
|
|
|
$
|
1,668
|
|
|
$
|
21,625
|
|
2019
|
|
$
|
20,146
|
|
|
$
|
1,786
|
|
|
$
|
21,932
|
|
2020
|
|
$
|
20,164
|
|
|
$
|
1,903
|
|
|
$
|
22,067
|
|
2021
|
|
$
|
20,497
|
|
|
$
|
2,258
|
|
|
$
|
22,755
|
|
2022-2026
|
|
$
|
105,868
|
|
|
$
|
12,215
|
|
|
$
|
118,083
|
|
December 31,
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||
Projected benefit obligation
|
|
$
|
336,648
|
|
|
$
|
268,218
|
|
|
$
|
28,161
|
|
|
$
|
35,915
|
|
|
$
|
364,809
|
|
|
$
|
304,133
|
|
Accumulated benefit obligation
|
|
$
|
336,648
|
|
|
$
|
268,218
|
|
|
$
|
23,194
|
|
|
$
|
29,102
|
|
|
$
|
359,842
|
|
|
$
|
297,320
|
|
Fair value of plan assets
|
|
$
|
318,414
|
|
|
$
|
257,562
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318,414
|
|
|
$
|
257,562
|
|
December 31,
(dollars in thousands)
|
|
Measured at NAV
|
|
Target Allocation
|
|||||||
|
2016
|
|
2015
|
|
2017
|
||||||
Short-term investments
|
|
$
|
8,766
|
|
|
$
|
9,558
|
|
|
3
|
%
|
Real estate
|
|
15,812
|
|
|
17,376
|
|
|
5
|
%
|
||
Equity securities
|
|
148,302
|
|
|
138,497
|
|
|
45
|
%
|
||
Debt securities
|
|
96,658
|
|
|
101,895
|
|
|
32
|
%
|
||
Hedge funds
|
|
48,876
|
|
|
48,858
|
|
|
15
|
%
|
||
Total
|
|
$
|
318,414
|
|
|
$
|
316,184
|
|
|
100
|
%
|
10.
|
Nonpension Postretirement Benefits
|
Year ended December 31,
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||
Service cost (benefits earned during the period)
|
|
$
|
797
|
|
|
$
|
855
|
|
|
$
|
1,007
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
798
|
|
|
$
|
856
|
|
|
$
|
1,008
|
|
Interest cost on projected benefit obligation
|
|
2,608
|
|
|
2,537
|
|
|
2,840
|
|
|
51
|
|
|
52
|
|
|
108
|
|
|
2,659
|
|
|
2,589
|
|
|
2,948
|
|
|||||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
|
|
140
|
|
|
140
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
140
|
|
|
140
|
|
|||||||||
Loss (gain)
|
|
81
|
|
|
592
|
|
|
267
|
|
|
(47
|
)
|
|
(56
|
)
|
|
—
|
|
|
34
|
|
|
536
|
|
|
267
|
|
|||||||||
Nonpension postretirement benefit expense
|
|
$
|
3,626
|
|
|
$
|
4,124
|
|
|
$
|
4,254
|
|
|
$
|
5
|
|
|
$
|
(3
|
)
|
|
$
|
109
|
|
|
$
|
3,631
|
|
|
$
|
4,121
|
|
|
$
|
4,363
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Accumulated postretirement benefit obligation
|
4.05
|
%
|
|
4.56
|
%
|
|
4.10
|
%
|
|
3.48
|
%
|
|
3.69
|
%
|
|
3.61
|
%
|
Net postretirement benefit cost
|
4.56
|
%
|
|
4.10
|
%
|
|
4.74
|
%
|
|
3.69
|
%
|
|
3.61
|
%
|
|
4.36
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Health care cost trend rate assumed for next year
|
6.75
|
%
|
|
7.00
|
%
|
|
6.75
|
%
|
|
7.00
|
%
|
Ultimate health care trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year the ultimate trend rate is reached
|
2024
|
|
|
2024
|
|
|
2024
|
|
|
2024
|
|
Year ended December 31,
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||
Change in accumulated nonpension postretirement benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation, beginning of year
|
|
$
|
58,795
|
|
|
$
|
65,565
|
|
|
$
|
1,390
|
|
|
$
|
2,536
|
|
|
$
|
60,185
|
|
|
$
|
68,101
|
|
Service Cost
|
|
797
|
|
|
855
|
|
|
1
|
|
|
1
|
|
|
798
|
|
|
856
|
|
||||||
Interest cost
|
|
2,608
|
|
|
2,537
|
|
|
51
|
|
|
52
|
|
|
2,659
|
|
|
2,589
|
|
||||||
Plan participants' contributions
|
|
528
|
|
|
610
|
|
|
—
|
|
|
—
|
|
|
528
|
|
|
610
|
|
||||||
Actuarial (gain) loss
|
|
146
|
|
|
(7,287
|
)
|
|
(102
|
)
|
|
(740
|
)
|
|
44
|
|
|
(8,027
|
)
|
||||||
Exchange rate fluctuations
|
|
—
|
|
|
—
|
|
|
46
|
|
|
(346
|
)
|
|
46
|
|
|
(346
|
)
|
||||||
Benefits paid
|
|
(3,953
|
)
|
|
(3,485
|
)
|
|
(42
|
)
|
|
(113
|
)
|
|
(3,995
|
)
|
|
(3,598
|
)
|
||||||
Benefit obligation, end of year
|
|
$
|
58,921
|
|
|
$
|
58,795
|
|
|
$
|
1,344
|
|
|
$
|
1,390
|
|
|
$
|
60,265
|
|
|
$
|
60,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status and accrued benefit cost
|
|
$
|
(58,921
|
)
|
|
$
|
(58,795
|
)
|
|
$
|
(1,344
|
)
|
|
$
|
(1,390
|
)
|
|
$
|
(60,265
|
)
|
|
$
|
(60,185
|
)
|
December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
||||
Current liability
|
|
$
|
4,892
|
|
|
$
|
4,903
|
|
Long-term liability
|
|
55,373
|
|
|
55,282
|
|
||
Total accrued postretirement benefit liability
|
|
$
|
60,265
|
|
|
$
|
60,185
|
|
Year ended December 31,
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||
Net actuarial loss (gain)
|
|
$
|
5,146
|
|
|
$
|
5,080
|
|
|
$
|
(730
|
)
|
|
$
|
(654
|
)
|
|
$
|
4,416
|
|
|
$
|
4,426
|
|
Prior service cost (credit)
|
|
(1,463
|
)
|
|
(1,323
|
)
|
|
—
|
|
|
—
|
|
|
(1,463
|
)
|
|
(1,323
|
)
|
||||||
Total cost (credit)
|
|
$
|
3,683
|
|
|
$
|
3,757
|
|
|
$
|
(730
|
)
|
|
$
|
(654
|
)
|
|
$
|
2,953
|
|
|
$
|
3,103
|
|
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||
Net actuarial loss (gain)
|
|
$
|
101
|
|
|
$
|
(54
|
)
|
|
$
|
47
|
|
Prior service cost (credit)
|
|
(200
|
)
|
|
—
|
|
|
(200
|
)
|
|||
Total cost (credit)
|
|
$
|
(99
|
)
|
|
$
|
(54
|
)
|
|
$
|
(153
|
)
|
Fiscal Year
(dollars in thousands)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
||||||
2017
|
|
$
|
4,833
|
|
|
$
|
154
|
|
|
$
|
4,987
|
|
2018
|
|
$
|
4,951
|
|
|
$
|
153
|
|
|
$
|
5,104
|
|
2019
|
|
$
|
4,990
|
|
|
$
|
147
|
|
|
$
|
5,137
|
|
2020
|
|
$
|
4,872
|
|
|
$
|
141
|
|
|
$
|
5,013
|
|
2021
|
|
$
|
4,614
|
|
|
$
|
133
|
|
|
$
|
4,747
|
|
2022-2026
|
|
$
|
19,834
|
|
|
$
|
434
|
|
|
$
|
20,268
|
|
11.
|
Net Income per Share of Common Stock
|
Year ended December 31,
(dollars in thousands, except earnings per share)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator for earnings per share:
|
|
|
|
|
|
|
||||||
Net income that is available to common shareholders
|
|
$
|
10,073
|
|
|
$
|
66,333
|
|
|
$
|
4,963
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator for basic earnings per share:
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
|
21,879,613
|
|
|
21,816,935
|
|
|
21,716,288
|
|
|||
|
|
|
|
|
|
|
||||||
Denominator for diluted earnings per share:
|
|
|
|
|
|
|
||||||
Effect of stock options and restricted stock units
|
|
169,330
|
|
|
342,214
|
|
|
467,249
|
|
|||
Adjusted weighted average shares and assumed conversions
|
|
22,048,943
|
|
|
22,159,149
|
|
|
22,183,537
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
0.46
|
|
|
$
|
3.04
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
|
$
|
0.46
|
|
|
$
|
2.99
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
||||||
Shares excluded from diluted earnings per share due to:
|
|
|
|
|
|
|
||||||
Inclusion would have been anti-dilutive (excluded from calculation)
|
|
602,402
|
|
|
105,201
|
|
|
168,557
|
|
12.
|
Employee Stock Benefit Plans
|
Year ended December 31,
(dollars in thousands, except options and assumptions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options granted
|
|
351,590
|
|
|
108,297
|
|
|
233,054
|
|
|||
Stock option compensation expense included in the Consolidated Statements of Operations
|
|
$
|
705
|
|
|
$
|
1,674
|
|
|
$
|
1,591
|
|
Weighted-average grant-date fair value of options granted using the Black-Scholes model
|
|
$
|
4.20
|
|
|
$
|
14.72
|
|
|
$
|
10.86
|
|
Weighted average assumptions for stock option grants:
|
|
|
|
|
|
|
||||||
Risk-free interest
|
|
1.30%
|
|
1.68%
|
|
1.90%
|
||||||
Expected term
|
|
6.3 years
|
|
6.4 years
|
|
6.5 years
|
||||||
Expected volatility
|
|
33.14%
|
|
39.92%
|
|
42.81%
|
||||||
Dividend yield
|
|
2.69%
|
|
1.16%
|
|
0.00%
|
•
|
The risk-free interest rate is based on the U.S. Treasury yield curve at the time of grant and has a term equal to the expected life.
|
•
|
The expected term represents the period of time the options are expected to be outstanding. We use the actual historical exercise activity for determining the expected term.
|
•
|
Expected volatility is calculated based on a rolling average of the daily stock closing prices of a peer group of companies with a period equal to the expected life of the award. The peer group is used due to the Company having a period of history when we were more highly leveraged which is not relevant in evaluating expected volatility. The peer group was established using the criteria of similar industry, size, leverage and length of history.
|
•
|
The dividend yield is calculated as the ratio based on our most recent historical dividend payments per share of common stock at the grant date to the stock price on the date of grant.
|
Stock Options
|
|
Shares
|
|
Weighted-Average
Exercise Price
per Share
|
|
Weighted-Average
Remaining
Contractual Life
(In Years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Outstanding balance at January 1, 2014
|
|
988,780
|
|
|
$
|
14.07
|
|
|
5.0
|
|
$
|
6,856
|
|
Granted
|
|
233,054
|
|
|
$
|
23.92
|
|
|
|
|
|
||
Exercised
|
|
(363,459
|
)
|
|
$
|
12.57
|
|
|
|
|
$
|
5,218
|
|
Canceled
|
|
(24,365
|
)
|
|
$
|
20.58
|
|
|
|
|
|
||
Outstanding balance at December 31, 2014
|
|
834,010
|
|
|
$
|
17.28
|
|
|
6.7
|
|
$
|
11,808
|
|
Granted
|
|
108,297
|
|
|
$
|
36.90
|
|
|
|
|
|
||
Exercised
|
|
(241,122
|
)
|
|
$
|
13.85
|
|
|
|
|
$
|
5,722
|
|
Canceled
|
|
(44,514
|
)
|
|
$
|
25.43
|
|
|
|
|
|
||
Outstanding balance at December 31, 2015
|
|
656,671
|
|
|
$
|
21.22
|
|
|
6.8
|
|
$
|
2,103
|
|
Granted
|
|
351,590
|
|
|
$
|
17.23
|
|
|
|
|
|
||
Exercised
|
|
(100,813
|
)
|
|
$
|
13.90
|
|
|
|
|
$
|
379
|
|
Canceled
|
|
(262,225
|
)
|
|
$
|
23.73
|
|
|
|
|
|
||
Outstanding balance at December 31, 2016
|
|
645,223
|
|
|
$
|
19.17
|
|
|
6.6
|
|
$
|
1,407
|
|
Exercisable at December 31, 2016
|
|
300,288
|
|
|
$
|
18.43
|
|
|
4.3
|
|
$
|
816
|
|
Nonvested Stock Options
|
|
Shares
|
|
Weighted-Average
Value (per Share)
|
|||
Nonvested at January 1, 2014
|
|
342,276
|
|
|
$
|
9.07
|
|
Granted
|
|
233,054
|
|
|
$
|
10.86
|
|
Vested
|
|
(113,550
|
)
|
|
$
|
9.37
|
|
Forfeited
|
|
(23,265
|
)
|
|
$
|
9.73
|
|
Nonvested at December 31, 2014
|
|
438,515
|
|
|
$
|
9.91
|
|
Granted
|
|
108,297
|
|
|
$
|
14.72
|
|
Vested
|
|
(161,923
|
)
|
|
$
|
10.55
|
|
Forfeited
|
|
(42,887
|
)
|
|
$
|
11.32
|
|
Nonvested at December 31, 2015
|
|
342,002
|
|
|
$
|
10.95
|
|
Granted
|
|
351,590
|
|
|
$
|
4.20
|
|
Vested
|
|
(169,703
|
)
|
|
$
|
9.42
|
|
Forfeited
|
|
(178,954
|
)
|
|
$
|
8.41
|
|
Nonvested at December 31, 2016
|
|
344,935
|
|
|
$
|
6.14
|
|
Year ended December 31,
(dollars in thousands, except stock appreciation rights and assumptions) |
|
2016
|
|
2015
|
|
2014
|
||||||
Stock appreciation rights granted
|
|
—
|
|
|
—
|
|
|
2,600
|
|
|||
Stock appreciation rights compensation expense (credit) included in the Consolidated Statements of Operations
|
|
$
|
(462
|
)
|
|
$
|
(273
|
)
|
|
$
|
736
|
|
Weighted-average grant-date fair value of stock appreciation rights granted using the Black-Scholes model
|
|
|
|
|
|
|
$
|
10.45
|
|
|||
Weighted average assumptions for stock appreciation rights granted:
|
|
|
|
|
|
|
||||||
Risk-free interest
|
|
|
|
|
|
1.92%
|
||||||
Expected term
|
|
|
|
|
|
6.5 years
|
||||||
Expected volatility
|
|
|
|
|
|
43.14%
|
||||||
Dividend yield
|
|
|
|
|
|
0.00%
|
Stock Appreciation Rights
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted-Average
Remaining
Contractual Life
(In Years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Outstanding Balance at January 1, 2014
|
|
250,979
|
|
|
$
|
21.07
|
|
|
10
|
|
$
|
—
|
|
Granted
|
|
2,600
|
|
|
$
|
23.02
|
|
|
|
|
|
||
Exercised
|
|
(6,475
|
)
|
|
$
|
14.98
|
|
|
|
|
|
||
Canceled
|
|
(2,875
|
)
|
|
$
|
16.99
|
|
|
|
|
|
||
Outstanding balance at December 31, 2014
|
|
244,229
|
|
|
$
|
21.27
|
|
|
9
|
|
$
|
2,483
|
|
Outstanding balance at December 31, 2015
|
|
244,229
|
|
|
$
|
21.27
|
|
|
8
|
|
$
|
14
|
|
Outstanding balance at December 31, 2016
|
|
244,229
|
|
|
$
|
21.27
|
|
|
0.1
|
|
$
|
4
|
|
Exercisable at December 31, 2016
|
|
243,079
|
|
|
$
|
21.27
|
|
|
0.1
|
|
$
|
4
|
|
Nonvested Stock Appreciation Rights
|
|
Shares
|
|
Weighted-Average
Value (per Share) |
|||
Nonvested at January 1, 2014
|
|
248,041
|
|
|
$
|
10.36
|
|
Granted
|
|
2,600
|
|
|
$
|
10.45
|
|
Vested
|
|
(3,537
|
)
|
|
$
|
10.10
|
|
Forfeited
|
|
(2,875
|
)
|
|
$
|
9.66
|
|
Nonvested at December 31, 2014
|
|
244,229
|
|
|
$
|
10.37
|
|
Vested
|
|
(1,250
|
)
|
|
$
|
10.33
|
|
Nonvested at December 31, 2015
|
|
242,979
|
|
|
$
|
10.37
|
|
Vested
|
|
(241,829
|
)
|
|
$
|
10.38
|
|
Nonvested at December 31, 2016
|
|
1,150
|
|
|
$
|
9.88
|
|
Year ended December 31,
(dollars in thousands, except share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning nonvested balance
|
|
315,434
|
|
|
232,824
|
|
|
208,460
|
|
|||
Granted
|
|
298,909
|
|
|
219,010
|
|
|
123,782
|
|
|||
Vested
|
|
(165,372
|
)
|
|
(113,319
|
)
|
|
(92,070
|
)
|
|||
Forfeited
|
|
(165,783
|
)
|
|
(23,081
|
)
|
|
(7,348
|
)
|
|||
Ending nonvested balance
|
|
283,188
|
|
|
315,434
|
|
|
232,824
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted-average grant-date fair value per restricted stock unit
|
|
$
|
16.22
|
|
|
$
|
35.93
|
|
|
$
|
24.24
|
|
|
|
|
|
|
|
|
||||||
Compensation expense
|
|
$
|
3,019
|
|
|
$
|
4,199
|
|
|
$
|
2,340
|
|
Year ended December 31,
(dollars in thousands, except share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning nonvested balance
|
|
116,712
|
|
|
115,687
|
|
|
—
|
|
|||
Granted
|
|
16,299
|
|
|
1,025
|
|
|
115,687
|
|
|||
Vested
|
|
(115,944
|
)
|
|
—
|
|
|
—
|
|
|||
Ending nonvested balance
|
|
17,067
|
|
|
116,712
|
|
|
115,687
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted-average grant-date fair value per restricted stock unit
|
|
$
|
3.57
|
|
|
$
|
36.96
|
|
|
$
|
23.02
|
|
|
|
|
|
|
|
|
||||||
Compensation expense
|
|
$
|
1,504
|
|
|
$
|
317
|
|
|
$
|
616
|
|
13.
|
Derivatives
|
|
|
Liability Derivatives:
|
||||||||||
(dollars in thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
Derivatives designated as hedging
instruments under FASB ASC 815:
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Natural gas contracts
|
|
Derivative liability - current
|
|
$
|
—
|
|
|
Derivative liability - current
|
|
$
|
1,069
|
|
Natural gas contracts
|
|
Other long-term liabilities
|
|
—
|
|
|
Other long-term liabilities
|
|
34
|
|
||
Interest rate contract
|
|
Derivative liability - current
|
|
1,928
|
|
|
Derivative liability - current
|
|
2,132
|
|
||
Interest rate contract
|
|
Other long-term liabilities
|
|
107
|
|
|
Other long-term liabilities
|
|
246
|
|
||
Total designated
|
|
|
|
2,035
|
|
|
|
|
3,481
|
|
||
Derivatives not designated as hedging
instruments under FASB ASC 815:
|
|
|
|
|
|
|
|
|
||||
Natural gas contracts
|
|
Derivative liability - current
|
|
—
|
|
|
Derivative liability - current
|
|
1,064
|
|
||
Natural gas contracts
|
|
Other long-term liabilities
|
|
—
|
|
|
Other long-term liabilities
|
|
35
|
|
||
Total undesignated
|
|
|
|
—
|
|
|
|
|
1,099
|
|
||
Total
|
|
|
|
$
|
2,035
|
|
|
|
|
$
|
4,580
|
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Derivatives in Cash Flow Hedging relationships:
|
|
|
|
|
|
|
||||||
Natural gas contracts
|
|
$
|
721
|
|
|
$
|
(1,909
|
)
|
|
$
|
(1,392
|
)
|
Total
|
|
$
|
721
|
|
|
$
|
(1,909
|
)
|
|
$
|
(1,392
|
)
|
Year ended December 31,
(dollars in thousands)
|
|
Location:
|
|
2016
|
|
2015
|
|
2014
|
||||||
Natural gas contracts
|
|
Cost of sales
|
|
$
|
(1,129
|
)
|
|
$
|
(2,131
|
)
|
|
$
|
573
|
|
Total impact on net income (loss)
|
|
|
|
$
|
(1,129
|
)
|
|
$
|
(2,131
|
)
|
|
$
|
573
|
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
De-designated contracts
|
|
$
|
—
|
|
|
$
|
932
|
|
|
$
|
(1,236
|
)
|
Contracts where hedge accounting was not elected
|
|
1,860
|
|
|
(714
|
)
|
|
(81
|
)
|
|||
Total
|
|
$
|
1,860
|
|
|
$
|
218
|
|
|
$
|
(1,317
|
)
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
||||
Derivatives in Cash Flow Hedging relationships:
|
|
|
|
|
||||
Interest rate swap
|
|
$
|
(2,056
|
)
|
|
$
|
(2,378
|
)
|
Total
|
|
$
|
(2,056
|
)
|
|
$
|
(2,378
|
)
|
Year ended December 31,
(dollars in thousands)
|
|
Location:
|
|
2016
|
|
2015
|
||||
Interest rate swap
|
|
Interest expense
|
|
$
|
(2,399
|
)
|
|
$
|
—
|
|
Total impact on net income (loss)
|
|
|
|
$
|
(2,399
|
)
|
|
$
|
—
|
|
Year ended December 31,
(dollars in thousands)
|
|
2014
|
||
Loss on redemption of debt
|
|
$
|
(757
|
)
|
Other income (expense)
|
|
70
|
|
|
Net impact
|
|
$
|
(687
|
)
|
Year ended December 31,
(dollars in thousands)
|
|
Location:
|
|
2016
|
|
2015
|
|
2014
|
||||||
Currency contracts
|
|
Other income (expense)
|
|
$
|
(245
|
)
|
|
$
|
(158
|
)
|
|
$
|
403
|
|
Total
|
|
|
|
$
|
(245
|
)
|
|
$
|
(158
|
)
|
|
$
|
403
|
|
14.
|
Comprehensive Income (Loss)
|
(dollars in thousands)
|
|
Foreign Currency Translation
|
|
Derivative Instruments
|
|
Pension and Other Postretirement Benefits
|
|
Total
Accumulated Comprehensive Loss |
||||||||
Balance on December 31, 2013
|
|
$
|
4,554
|
|
|
$
|
1,221
|
|
|
$
|
(78,935
|
)
|
|
$
|
(73,160
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
|
(13,716
|
)
|
|
(1,392
|
)
|
|
—
|
|
|
(15,108
|
)
|
||||
Actuarial gain (loss)
|
|
—
|
|
|
—
|
|
|
(62,689
|
)
|
|
(62,689
|
)
|
||||
Currency impact
|
|
—
|
|
|
—
|
|
|
4,655
|
|
|
4,655
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial loss
(1)
|
|
—
|
|
|
—
|
|
|
5,331
|
|
|
5,331
|
|
||||
Amortization of prior service cost
(1)
|
|
—
|
|
|
—
|
|
|
2,142
|
|
|
2,142
|
|
||||
Amortization of transition obligation
(1)
|
|
—
|
|
|
—
|
|
|
60
|
|
|
60
|
|
||||
Cost of sales
|
|
—
|
|
|
(573
|
)
|
|
—
|
|
|
(573
|
)
|
||||
Current-period other comprehensive income (loss)
|
|
(13,716
|
)
|
|
(1,965
|
)
|
|
(50,501
|
)
|
|
(66,182
|
)
|
||||
Tax effect
|
|
—
|
|
|
119
|
|
|
776
|
|
|
895
|
|
||||
Balance on December 31, 2014
|
|
(9,162
|
)
|
|
(625
|
)
|
|
(128,660
|
)
|
|
(138,447
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
|
(13,751
|
)
|
|
(4,287
|
)
|
|
—
|
|
|
(18,038
|
)
|
||||
Actuarial gain (loss)
|
|
—
|
|
|
—
|
|
|
21,438
|
|
|
21,438
|
|
||||
Currency impact
|
|
—
|
|
|
—
|
|
|
4,233
|
|
|
4,233
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial loss
(1)
|
|
—
|
|
|
—
|
|
|
9,426
|
|
|
9,426
|
|
||||
Amortization of prior service cost
(1)
|
|
—
|
|
|
—
|
|
|
4,652
|
|
|
4,652
|
|
||||
Cost of sales
|
|
—
|
|
|
2,357
|
|
|
—
|
|
|
2,357
|
|
||||
Current-period other comprehensive income (loss)
|
|
(13,751
|
)
|
|
(1,930
|
)
|
|
39,749
|
|
|
24,068
|
|
||||
Tax effect
|
|
—
|
|
|
695
|
|
|
(6,548
|
)
|
|
(5,853
|
)
|
||||
Balance on December 31, 2015
|
|
(22,913
|
)
|
|
(1,860
|
)
|
|
(95,459
|
)
|
|
(120,232
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
|
(6,244
|
)
|
|
(1,335
|
)
|
|
—
|
|
|
(7,579
|
)
|
||||
Actuarial gain (loss)
|
|
—
|
|
|
—
|
|
|
(10,560
|
)
|
|
(10,560
|
)
|
||||
Currency impact
|
|
—
|
|
|
—
|
|
|
1,271
|
|
|
1,271
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial loss
(1)
|
|
—
|
|
|
—
|
|
|
5,088
|
|
|
5,088
|
|
||||
Amortization of prior service cost
(1)
|
|
—
|
|
|
—
|
|
|
196
|
|
|
196
|
|
||||
Cost of sales
|
|
—
|
|
|
1,129
|
|
|
—
|
|
|
1,129
|
|
||||
Interest expense
|
|
—
|
|
|
2,399
|
|
|
—
|
|
|
2,399
|
|
||||
Current-period other comprehensive income (loss)
|
|
(6,244
|
)
|
|
2,193
|
|
|
(4,005
|
)
|
|
(8,056
|
)
|
||||
Tax effect
|
|
1,329
|
|
|
(848
|
)
|
|
2,610
|
|
|
3,091
|
|
||||
Balance on December 31, 2016
|
|
$
|
(27,828
|
)
|
|
$
|
(515
|
)
|
|
$
|
(96,854
|
)
|
|
$
|
(125,197
|
)
|
15.
|
Fair Value
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
|
•
|
Level 3 — Unobservable inputs based on our own assumptions.
|
|
|
Fair Value at
|
|
Fair Value at
|
||||||||||||||||||||||||||||
Asset / (Liability
(dollars in thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||||||
Commodity futures natural gas contracts
|
|
$
|
—
|
|
|
$
|
1,508
|
|
|
$
|
—
|
|
|
$
|
1,508
|
|
|
$
|
—
|
|
|
$
|
(2,202
|
)
|
|
$
|
—
|
|
|
$
|
(2,202
|
)
|
Currency contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
245
|
|
||||||||
Interest rate swap
|
|
—
|
|
|
(2,035
|
)
|
|
—
|
|
|
(2,035
|
)
|
|
—
|
|
|
(2,378
|
)
|
|
—
|
|
|
(2,378
|
)
|
||||||||
Net derivative asset (liability)
|
|
$
|
—
|
|
|
$
|
(527
|
)
|
|
$
|
—
|
|
|
$
|
(527
|
)
|
|
$
|
—
|
|
|
$
|
(4,335
|
)
|
|
$
|
—
|
|
|
$
|
(4,335
|
)
|
Asset / (Liability
(dollars in thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Prepaid and other current assets
|
|
$
|
1,434
|
|
|
$
|
245
|
|
Other assets
|
|
74
|
|
|
—
|
|
||
Derivative liability
|
|
(1,928
|
)
|
|
(4,265
|
)
|
||
Other long-term liabilities
|
|
(107
|
)
|
|
(315
|
)
|
||
Net derivative asset (liability)
|
|
$
|
(527
|
)
|
|
$
|
(4,335
|
)
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
(dollars in thousands)
|
|
Fair Value
Hierarchy Level
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Term Loan B
|
|
Level 2
|
|
$
|
409,000
|
|
|
$
|
412,068
|
|
|
$
|
433,400
|
|
|
$
|
425,815
|
|
16.
|
Operating Leases
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and
thereafter
|
|
$14,491
|
|
$13,525
|
|
$12,302
|
|
$11,295
|
|
$8,721
|
|
$35,991
|
|
17.
|
Other Income
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gain (loss) on currency transactions
|
|
$
|
775
|
|
|
$
|
2,641
|
|
|
$
|
1,905
|
|
Hedge ineffectiveness
|
|
1,860
|
|
|
218
|
|
|
(1,247
|
)
|
|||
Other non-operating income
|
|
727
|
|
|
21
|
|
|
1,693
|
|
|||
Other income
|
|
$
|
3,362
|
|
|
$
|
2,880
|
|
|
$
|
2,351
|
|
18.
|
Contingencies
|
19.
|
Segments and Geographic Information
|
Year ended December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales:
|
|
|
|
|
|
|
||||||
U.S. & Canada
|
|
$
|
488,162
|
|
|
$
|
497,728
|
|
|
$
|
482,094
|
|
Latin America
|
|
151,406
|
|
|
167,069
|
|
|
190,079
|
|
|||
EMEA
|
|
119,750
|
|
|
122,664
|
|
|
147,587
|
|
|||
Other
|
|
34,102
|
|
|
34,884
|
|
|
32,732
|
|
|||
Consolidated
|
|
$
|
793,420
|
|
|
$
|
822,345
|
|
|
$
|
852,492
|
|
|
|
|
|
|
|
|
||||||
Segment EBIT:
|
|
|
|
|
|
|
||||||
U.S. & Canada
|
|
$
|
77,916
|
|
|
$
|
80,406
|
|
|
$
|
72,546
|
|
Latin America
|
|
10,731
|
|
|
22,017
|
|
|
32,909
|
|
|||
EMEA
|
|
(1,002
|
)
|
|
1,251
|
|
|
5,726
|
|
|||
Other
|
|
915
|
|
|
4,390
|
|
|
2,378
|
|
|||
Total Segment EBIT
|
|
$
|
88,560
|
|
|
$
|
108,064
|
|
|
$
|
113,559
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of Segment EBIT to Net Income:
|
|
|
|
|
|
|
||||||
Segment EBIT
|
|
$
|
88,560
|
|
|
$
|
108,064
|
|
|
$
|
113,559
|
|
Retained corporate costs
|
|
(27,265
|
)
|
|
(34,645
|
)
|
|
(30,558
|
)
|
|||
Loss on redemption of debt (note 6)
|
|
—
|
|
|
—
|
|
|
(47,191
|
)
|
|||
Pension settlement charges (note 9)
|
|
(168
|
)
|
|
(21,693
|
)
|
|
(774
|
)
|
|||
Furnace malfunction (note 18)
|
|
—
|
|
|
—
|
|
|
4,782
|
|
|||
Environmental obligation (note 18)
|
|
—
|
|
|
(157
|
)
|
|
(315
|
)
|
|||
Restructuring charges (note 7)
|
|
—
|
|
|
—
|
|
|
(985
|
)
|
|||
Product portfolio optimization
(1)
|
|
(5,693
|
)
|
|
—
|
|
|
—
|
|
|||
Reorganization charges
(2)
|
|
—
|
|
|
(4,316
|
)
|
|
—
|
|
|||
Derivatives
(3)
|
|
1,860
|
|
|
218
|
|
|
(1,247
|
)
|
|||
Work stoppage
(4)
|
|
(4,162
|
)
|
|
—
|
|
|
—
|
|
|||
Executive terminations
|
|
(4,460
|
)
|
|
(870
|
)
|
|
(875
|
)
|
|||
Interest expense
|
|
(20,888
|
)
|
|
(18,484
|
)
|
|
(22,866
|
)
|
|||
(Provision) benefit for income taxes
|
|
(17,711
|
)
|
|
38,216
|
|
|
(8,567
|
)
|
|||
Net income
|
|
$
|
10,073
|
|
|
$
|
66,333
|
|
|
$
|
4,963
|
|
|
|
|
|
|
|
|
||||||
Depreciation & Amortization:
|
|
|
|
|
|
|
||||||
U.S. & Canada
|
|
$
|
12,748
|
|
|
$
|
12,214
|
|
|
$
|
10,319
|
|
Latin America
|
|
19,068
|
|
|
14,738
|
|
|
12,562
|
|
|||
EMEA
|
|
9,377
|
|
|
8,510
|
|
|
10,061
|
|
|||
Other
|
|
5,588
|
|
|
5,855
|
|
|
6,179
|
|
|||
Corporate
|
|
1,705
|
|
|
1,395
|
|
|
1,267
|
|
|||
Consolidated
|
|
$
|
48,486
|
|
|
$
|
42,712
|
|
|
$
|
40,388
|
|
|
|
|
|
|
|
|
||||||
Capital Expenditures:
|
|
|
|
|
|
|
||||||
U.S. & Canada
|
|
$
|
10,671
|
|
|
$
|
25,106
|
|
|
$
|
21,927
|
|
Latin America
|
|
11,032
|
|
|
11,944
|
|
|
22,517
|
|
|||
EMEA
|
|
7,571
|
|
|
6,773
|
|
|
6,471
|
|
|||
Other
|
|
2,905
|
|
|
1,855
|
|
|
1,983
|
|
|||
Corporate
|
|
2,425
|
|
|
2,458
|
|
|
1,495
|
|
|||
Consolidated
|
|
$
|
34,604
|
|
|
$
|
48,136
|
|
|
$
|
54,393
|
|
December 31,
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Segment Assets
(1)
:
|
|
|
|
|
|
|
||||||
U.S. & Canada
|
|
$
|
130,390
|
|
|
$
|
140,840
|
|
|
$
|
129,676
|
|
Latin America
|
|
63,838
|
|
|
68,599
|
|
|
66,726
|
|
|||
EMEA
|
|
44,588
|
|
|
48,924
|
|
|
48,557
|
|
|||
Other
|
|
16,306
|
|
|
14,043
|
|
|
15,975
|
|
|||
Consolidated
|
|
$
|
255,122
|
|
|
$
|
272,406
|
|
|
$
|
260,934
|
|
(dollars in thousands)
|
|
United States
|
|
Mexico
|
|
All Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
|
$
|
478,342
|
|
|
$
|
100,829
|
|
|
$
|
214,249
|
|
|
|
|
$
|
793,420
|
|
||
Intercompany
|
|
57,760
|
|
|
15,563
|
|
|
35,407
|
|
|
$
|
(108,730
|
)
|
|
—
|
|
||||
Total net sales
|
|
$
|
536,102
|
|
|
$
|
116,392
|
|
|
$
|
249,656
|
|
|
$
|
(108,730
|
)
|
|
$
|
793,420
|
|
Long-lived assets
|
|
$
|
91,834
|
|
|
$
|
89,963
|
|
|
$
|
74,595
|
|
|
$
|
—
|
|
|
$
|
256,392
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
|
$
|
488,582
|
|
|
$
|
107,386
|
|
|
$
|
226,377
|
|
|
|
|
$
|
822,345
|
|
||
Intercompany
|
|
68,388
|
|
|
11,573
|
|
|
37,612
|
|
|
$
|
(117,573
|
)
|
|
—
|
|
||||
Total net sales
|
|
$
|
556,970
|
|
|
$
|
118,959
|
|
|
$
|
263,989
|
|
|
$
|
(117,573
|
)
|
|
$
|
822,345
|
|
Long-lived assets
|
|
$
|
94,206
|
|
|
$
|
93,573
|
|
|
$
|
84,755
|
|
|
$
|
—
|
|
|
$
|
272,534
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
|
$
|
465,820
|
|
|
$
|
126,699
|
|
|
$
|
259,973
|
|
|
|
|
$
|
852,492
|
|
||
Intercompany
|
|
80,525
|
|
|
14,960
|
|
|
35,058
|
|
|
$
|
(130,543
|
)
|
|
—
|
|
||||
Total net sales
|
|
$
|
546,345
|
|
|
$
|
141,659
|
|
|
$
|
295,031
|
|
|
$
|
(130,543
|
)
|
|
$
|
852,492
|
|
Long-lived assets
|
|
$
|
82,702
|
|
|
$
|
97,960
|
|
|
$
|
97,316
|
|
|
$
|
—
|
|
|
$
|
277,978
|
|
(dollars in thousands,
except per-share amounts)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
(a)
|
|||||||||||||||||
Net sales
|
|
$
|
182,807
|
|
|
$
|
187,365
|
|
|
$
|
207,902
|
|
|
$
|
214,051
|
|
|
$
|
196,873
|
|
|
$
|
201,784
|
|
|
$
|
205,838
|
|
|
$
|
219,145
|
|
Gross profit
|
|
$
|
39,974
|
|
|
$
|
42,495
|
|
|
$
|
50,411
|
|
|
$
|
56,890
|
|
|
$
|
41,882
|
|
|
$
|
47,691
|
|
|
$
|
34,027
|
|
|
$
|
29,252
|
|
Net income (loss)
|
|
$
|
718
|
|
|
$
|
3,112
|
|
|
$
|
8,695
|
|
|
$
|
14,394
|
|
|
$
|
2,909
|
|
|
$
|
16,719
|
|
|
$
|
(2,249
|
)
|
|
$
|
32,108
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
0.03
|
|
|
$
|
0.14
|
|
|
$
|
0.40
|
|
|
$
|
0.66
|
|
|
$
|
0.13
|
|
|
$
|
0.77
|
|
|
$
|
(0.10
|
)
|
|
$
|
1.47
|
|
Diluted
|
|
$
|
0.03
|
|
|
$
|
0.14
|
|
|
$
|
0.40
|
|
|
$
|
0.65
|
|
|
$
|
0.13
|
|
|
$
|
0.75
|
|
|
$
|
(0.10
|
)
|
|
$
|
1.45
|
|
(a)
|
The fourth quarter of 2015 includes a tax benefit of $43.8 million related to management's decision that a valuation allowance against its U.S. deferred tax assets was no longer necessary.
|
(dollars in thousands)
|
|
Allowance for Doubtful Accounts & Discounts
|
|
Valuation Allowance for Deferred Tax Asset
|
|
||||
|
|
|
|
||||||
Balance at December 31, 2013
|
|
$
|
5,846
|
|
|
$
|
46,048
|
|
|
Charged to expense or other accounts
|
|
1,040
|
|
|
21,420
|
|
|
||
Deductions
|
|
(1,300
|
)
|
(1)
|
(982
|
)
|
(2)
|
||
Balance at December 31, 2014
|
|
5,586
|
|
|
66,486
|
|
|
||
Charged to expense or other accounts
|
|
2,719
|
|
|
6,093
|
|
|
||
Deductions
|
|
(1,239
|
)
|
(1)
|
(61,395
|
)
|
(2)
|
||
Balance at December 31, 2015
|
|
7,066
|
|
|
11,184
|
|
|
||
Charged to expense or other accounts
|
|
1,118
|
|
|
2,589
|
|
|
||
Deductions
|
|
(352
|
)
|
(1)
|
—
|
|
(2)
|
||
Balance at December 31, 2016
|
|
$
|
7,832
|
|
|
$
|
13,773
|
|
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
Plan Category
|
|
Number of Securities
to be Issued Upon
Exercise of Outstanding
Options and Rights
(1)
|
|
Weighted Average Exercise Price of Outstanding Options and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
|
||||
Equity compensation plans approved by security holders
|
|
991,747
|
|
|
$
|
19.17
|
|
|
1,666,373
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
991,747
|
|
|
$
|
19.17
|
|
|
1,666,373
|
|
(1)
|
This number includes 346,524 restricted stock units awarded under Libbey's equity compensation plans.
|
a)
|
The following documents are filed as part of this report:
|
|
|
All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule or because the information required is included in the Consolidated Financial Statements or the accompanying notes.
|
The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report.
|
S-K Item
601 No.
|
|
Document
|
10.2
|
|
Cross-Indemnity Agreement dated as of June 24, 1993 between Owens-Illinois, Inc. and Libbey Inc. (filed as Exhibit 10.5 to Libbey Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 and incorporated herein by reference).
|
|
|
|
10.3
|
|
Libbey Inc. Guarantee dated as of October 10, 1995 in favor of The Pfaltzgraff Co., The Pfaltzgraff Outlet Co. and Syracuse China Company of Canada Ltd. guaranteeing certain obligations of LG Acquisition Corp. and Libbey Canada Inc. under the Asset Purchase Agreement for the Acquisition of Syracuse China (Exhibit 2.0) in the event certain contingencies occur (filed as Exhibit 10.17 to Libbey Inc.’s Current Report on Form 8-K dated October 10, 1995 and incorporated herein by reference).
|
|
|
|
10.4
|
|
Susquehanna Pfaltzgraff Co. Guarantee dated as of October 10, 1995 in favor of LG Acquisition Corp. and Libbey Canada Inc. guaranteeing certain obligations of The Pfaltzgraff Co., The Pfaltzgraff Outlet Co. and Syracuse China Company of Canada, Ltd. under the Asset Purchase Agreement for the Acquisition of Syracuse China (Exhibit 2.0) in the event certain contingencies occur (filed as Exhibit 10.18 to Libbey Inc.’s Current Report on Form 8-K dated October 10, 1995 and incorporated herein by reference).
|
|
|
|
10.5
|
|
First Amended and Restated Libbey Inc. Executive Savings Plan (filed as Exhibit 10.23 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference).
|
|
|
|
10.6
|
|
Libbey Inc. Amended and Restated Deferred Compensation Plan for Outside Directors (incorporated by reference to Exhibit 10.61 to Libbey Glass Inc.’s Registration Statement on Form S-4; File No. 333-139358).
|
|
|
|
10.7
|
|
2009 Director Deferred Compensation Plan (filed as Exhibit 10.51 to Libbey Inc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).
|
|
|
|
10.8
|
|
Executive Deferred Compensation Plan (filed as Exhibit 10.52 to Libbey Inc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).
|
|
|
|
10.9
|
|
Form of Amended and Restated Indemnity Agreement dated as of December 31, 2008 between Libbey Inc. and the respective officers identified on Appendix 1 thereto (filed as exhibit 10.36 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.10
|
|
Form of Amended and Restated Indemnity Agreement dated as of December 31, 2008 between Libbey Inc. and the respective outside directors identified on Appendix 1 thereto (filed as exhibit 10.37 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.11
|
|
Amended and Restated Libbey Inc. Supplemental Retirement Benefit Plan effective December 31, 2008 (filed as exhibit 10.38 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.12
|
|
Amendment to the First Amended and Restated Libbey Inc. Executive Savings Plan effective December 31, 2008 (filed as exhibit 10.39 to Libbey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.13
|
|
Amended and Restated 2006 Omnibus Incentive Plan of Libbey Inc. (filed as Exhibit 10.29 to Libbey Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and incorporated herein by reference).
|
|
|
|
10.14
|
|
Employment Agreement dated as of June 22, 2011 between Libbey Inc. and Stephanie A. Streeter (filed as Exhibit 10.30 to Libbey Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 and incorporated herein by reference).
|
|
|
|
10.15
|
|
Form of Indemnity Agreement dated as of February 7, 2012 between Libbey Inc. and Stephanie A. Streeter (filed as Exhibit 10.25 to Libbey Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
|
|
|
|
10.16
|
|
Form of Change in Control Agreement dated as of August 1, 2012 (filed as Exhibit 10.1 to Libbey Inc.’s Current Report on Form 8-K filed on July 19, 2012 and incorporated herein by reference) (as to Annunciata Cerioli, Susan A. Kovach, Carol L. Summersgill and Salvador Minarro).
|
|
|
|
10.17
|
|
Executive Severance Compensation Policy dated as of August 1, 2012 (filed as Exhibit 10.2 to Libbey Inc.’s Current Report on Form 8-K filed on July 19, 2012 and incorporated herein by reference).
|
|
|
|
10.18
|
|
CEO Retention Award Agreement dated as of December 16, 2013 (filed as Exhibit 10.1 to Libbey Inc.’s Current Report on Form 8-K filed on December 18, 2013 and incorporated herein by reference).
|
S-K Item
601 No.
|
|
|
|
Document
|
|
|
|
|
10.19
|
|
Letter agreement between Libbey Inc. and William A. Foley dated as of January 12, 2016 and revised as of February 9, 2016 (filed as Exhibit 10.22 to Libbey Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference).
|
|
|
|
10.20
|
|
Letter agreement between Libbey Inc. and Veronica L. Smith dated as of December 7, 2016.
|
|
|
|
21
|
|
Subsidiaries of the Registrant (filed herein).
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP (filed herein).
|
|
|
|
23.2
|
|
Consent of Ernst & Young LLP (filed herein).
|
|
|
|
24
|
|
Power of Attorney (filed herein).
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) (filed herein).
|
|
|
|
31.2
|
|
Certification of Interim Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) (filed herein).
|
|
|
|
32.1
|
|
Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (filed herein).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
Libbey Inc.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Veronica L. Smith
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Veronica L. Smith
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Interim Chief Financial Officer, Vice President,
Corporate Controller and Assistant Treasurer
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Date:
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March 3, 2017
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1.
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The date that is five (5) days after the successful filing with the U.S. Securities and Exchange Commission of Libbey’s Form 10-K for the 2016 fiscal year;
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2.
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The date that is five (5) days after the first date of employment of Libbey’s new Chief Financial Officer;
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3.
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The date that is 60 days after the first date of employment of Libbey’s new Chief Financial Officer.
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/s/ Veronica L. Smith
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December 7, 2016
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Veronica L. Smith
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Date
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cc:
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Susan Kovach
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Carol Summersgill
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Name of Company
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State or Other Jurisdiction of Incorporation or Organization
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Syracuse China Company
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Delaware
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World Tableware Inc.
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Delaware
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LGA4 Corp.
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Delaware
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LGA3 Corp.
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Delaware
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The Drummond Glass Company
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Delaware
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Libbey Canada Inc.
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Ontario, Canada
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Libbey Glass Inc.
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Delaware
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LGC Corp.
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Delaware
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Libbey.com LLC
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Delaware
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LGFS Inc.
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Delaware
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LGAC LLC
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Delaware
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LGAU Corp.
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Delaware
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Libbey Europe B.V.
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Netherlands
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B.V. Koninklijke Nederlandsche Glasfabriek Leerdam
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Netherlands
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Libbey Asia Limited
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Hong Kong
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Libbey Glassware (China) Co., Ltd.
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China
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Crisal - Cristalaria Automatica, S.A.
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Portugal
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Libbey International C.V.
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Netherlands
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Libbey Europe Finance Company B.V.
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Netherlands
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Libbey Mexico Holdings B.V.
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Netherlands
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Crisa Libbey Mexico S. de R.L. de C.V.
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Mexico
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Libbey Mexico, S. de R.L. de C.V.
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Mexico
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Crisa Libbey S.A. de C.V.
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Mexico
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Libbey Trading (Beijing) Co., Ltd.
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China
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Form S-8
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No. 333-119413
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Amended and Restated 1999 Equity Participation Plan of Libbey Inc.
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No. 333-139089
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Libbey Inc. 2006 Omnibus Incentive Plan
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No. 333-176086
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Amended and Restated Libbey Inc. 2006 Omnibus Incentive Plan
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/s/ William A. Foley
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Chief Executive Officer & Chairman of the Board of Directors
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William A. Foley
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/s/ John C. Orr
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Lead Director
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John C. Orr
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/s/ Carol B. Moerdyk
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Director
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Carol B. Moerdyk
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/s/ Carlos V. Duno
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Director
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Carlos V. Duno
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/s/ Deborah G. Miller
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Director
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Deborah G. Miller
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/s/ Ginger M. Jones
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Director
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Ginger M. Jones
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/s/ Eileen A. Mallesch
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Director
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Eileen A. Mallesch
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1.
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I have reviewed this annual report on Form 10-K of Libbey Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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March 3, 2017
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By:
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/s/ William A. Foley
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William A. Foley
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Chief Executive Officer & Chairman of the Board
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1.
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I have reviewed this annual report on Form 10-K of Libbey Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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March 3, 2017
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By:
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/s/ Veronica L. Smith
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Veronica L. Smith
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Interim Chief Financial Officer, Vice President,
Corporate Controller and Assistant Treasurer
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Date:
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March 3, 2017
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By:
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/s/ William A. Foley
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William A. Foley
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Chief Executive Officer & Chairman of the Board
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/s/ Veronica L. Smith
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Veronica L. Smith
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Interim Chief Financial Officer, Vice President,
Corporate Controller and Assistant Treasurer
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