|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
06-1398235
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
|
|
|
4 Tesseneer Drive
|
|
41076-9753
|
Highland Heights, KY
|
|
(Zip Code)
|
(Address of principal executive offices)
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $.01 Par Value
|
|
New York Stock Exchange
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
Emerging growth company
o
|
|
|
PAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 1.
|
BUSINESS
|
•
|
Executing the implementation of the Company's strategy to deliver increased operating income margins and returns from the Company's core strategic operations in North America, Latin America and Europe by leveraging economies of scale and capitalizing on the Company's leading positions across key markets where the Company has built long-standing customer relationships, efficient supply chains and a wide range of product offerings;
|
•
|
Capitalizing on the Company's leading market positions to benefit from key end markets, such as electric utility, industrial and communications;
|
•
|
Strengthening and expanding customer relationships by providing high quality product lines and customer service;
|
•
|
Continuing to increase cash flow through operational excellence by leveraging the Company's operating systems, logistical expertise, Lean Six Sigma manufacturing tools and techniques to improve the Company's cost position to increase margins and delivering improved returns through restructuring initiatives;
|
•
|
Managing the Company's product portfolio by pursuing market share in faster growing and value added product lines;
|
•
|
Enhancing organization capabilities by leveraging the Company's diversity and intellectual property through the sharing of best practices across the organization; and
|
•
|
Cultivating a high performance culture with focus on operational execution, compliance, sustainability, safety, and innovation.
|
Entity
|
|
Sale / Closure
|
|
Sale / Closure Date
|
General Cable New Zealand Limited ("New Zealand")
|
|
Closure
|
|
Fourth Quarter 2017
|
General Cable (Tianjin) Alloy Products Company Limited ("China")
|
|
Sale
|
|
Third Quarter 2017
|
Entreprise des Industries du Cable de Biskra SPA ("Algeria") - 70% interest
|
|
Sale
|
|
Second Quarter 2017
|
General Cable Australia Pty. Ltd. ("Australia")
|
|
Closure
|
|
Second Quarter 2017
|
Pakistan Cables Limited ("Pakistan") - 24.6% interest
|
|
Sale
|
|
First Quarter 2017
|
General Cable Phoenix South Africa Pty. Ltd. (" South Africa - Durban")
|
|
Closure
|
|
Fourth Quarter 2016
|
National Cables (Pty) Ltd. ("South Africa - National Cables")
|
|
Closure
|
|
Fourth Quarter 2016
|
Metal Fabricators of Zambia PLC ("Zambia") - 75.39% interest
|
|
Sale
|
|
Third Quarter 2016
|
General Cable S.A.E. ("Egypt")
|
|
Sale
|
|
Second Quarter 2016
|
General Cable Energy India Private Ltd. ("India")
|
|
Sale
|
|
First Quarter 2016
|
Phelps Dodge International Thailand ("Thailand") - 75.47% interest
|
|
Sale
|
|
Third Quarter 2015
|
Dominion Wire and Cables ("Fiji") - 51% interest
|
|
Sale
|
|
First Quarter 2015
|
Keystone Electric Wire and Cable ("Keystone") - 20% interest
|
|
Sale
|
|
First Quarter 2015
|
Phelps Dodge International Philippines, Inc. ("PDP") - 60% interest
|
|
Sale
|
|
Fourth Quarter 2014
|
Phelps Dodge Philippines Energy Products Corp (“PDEP”)
|
|
Sale
|
|
Fourth Quarter 2014
|
Product Category
|
Principal Products
|
Principal Markets
|
Principal End-Users
|
|
|
|
|
Electric Utility
|
- low- and medium-voltage distribution cables
- high- and extra-high-voltage underground transmission cables and installation
- bare overhead conductors
- submarine transmission and distribution cables
|
- electric utilities
|
- investor-owned utility companies
- government-owned and state and local public power companies
- contractors
|
Electrical Infrastructure
|
- rubber- and plastic-jacketed wire and cables
- low- and medium-voltage industrial power cables
- cable wire harnesses
- rail and mass transit cables
- shipboard cables
- oil and gas cables
- armored mining cables
- alternative energy power generation cables
|
- power generating stations; solar, nuclear and wind applications
- industrial applications; marine, mining, oil and gas, transit, machine builders and entertainment
- automotive
- military
- infrastructure
- industrial power and control
- medical
|
- industrial consumers
- contractors
- electrical distributors
- electrical retailers
- OEM (original equipment manufacturers)
- DIY (do-it-yourself customers)
- industrial equipment manufacturers
- military customers
|
Communications
|
- high-bandwidth twisted copper and fiber optic cables
- multi-conductor and multi-pair fiber and copper networking cables
- outside plant telecommunications exchange cables
- coaxial cables
- fiber-optic submarine cable systems
- low detection profile cables
- turn-key submarine networks
- offshore integration systems
|
- telecom local loop
- enterprise networking and multimedia applications
- industrial instrumentation control
- commercial
- residential
- building management
- entertainment
- renewable energy
|
- telecommunications system operators
- contractors
- telecommunications distributors
- system integrators
- OEM
- DIY
|
Construction
|
- construction cable
- flexible cords; halogen-free, low-smoke and flame retardant cables
|
- residential and non-residential construction
|
- retail home centers
- electricians
- distributors
- installation and engineering contractors
- DIY
|
Rod Mill
|
- copper rod
- aluminum rod
|
- wire and cable industry
|
- wire and cable manufacturers
|
Name
|
|
Age
|
|
Position
|
Michael T. McDonnell
|
|
60
|
|
President and Chief Executive Officer
|
Matti M. Masanovich
|
|
46
|
|
Senior Vice President and Chief Financial Officer
|
Shruti Singhal
|
|
48
|
|
Senior Vice President and President General Cable Europe
|
Juan B. Mogollon
|
|
57
|
|
Senior Vice President General Cable Latin America
|
Roberto A. Sacasa
|
|
42
|
|
Senior Vice President and Chief Compliance Officer
|
Emerson C. Moser
|
|
41
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Leah S. Stark
|
|
41
|
|
Senior Vice President and Chief Human Resources Officer
|
•
|
The Company will be subject to business uncertainties and contractual restrictions while the Merger is pending that could adversely affect our business, financial condition and results of operations.
|
•
|
diversion of significant management time and resources towards the completion of the Merger;
|
•
|
impairment of our ability to attract, retain and motivate our employees, including key personnel;
|
•
|
difficulties in maintaining or negotiating and consummating new business or strategic relationships or transactions with customers, suppliers and other business partners;
|
•
|
delays or deferments of certain business decisions by our customers, suppliers and other business partners;
|
•
|
vendors and others that deal with us seeking to change, terminating or failing to extend existing business relationships with us;
|
•
|
inability to pursue alternative business opportunities or make appropriate changes to our business because the Merger Agreement with Parent restricts our ability to take certain actions prior to the completion of the Merger;
|
•
|
litigation relating to the Merger and the costs related thereto; and
|
•
|
incurrence of significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger.
|
•
|
Completion of the Merger with Parent is subject to certain closing conditions, some of which are outside of the parties’ control, and if these conditions are not satisfied or waived, the Merger will not be completed.
|
•
|
Failure to complete the Merger could negatively impact our business, financial condition and results of operations and/or the trading price of our common stock.
|
•
|
Our net sales, net income and growth depend largely on the economic strength of the geographic markets that we serve, and if these markets become weaker, we could experience decreased sales and net income.
|
•
|
Volatility in the price of copper and aluminum and other raw materials, as well as fuel and energy, could adversely affect our businesses.
|
•
|
We have recently recorded impairment charges with respect to certain of our long-lived assets as a result of our restructuring programs and market and industry conditions, and we could recognize additional impairment charges for our long-lived assets in the future.
|
•
|
We may not be able to achieve all of our anticipated cost savings associated with our global restructuring plans.
|
•
|
The markets for our products are highly competitive, and if we fail to successfully invest in product development, productivity improvements and customer service and support, sales of our products could be adversely affected.
|
•
|
Our business is subject to the economic, political and other risks of maintaining facilities and selling products in foreign countries.
|
•
|
In each of our markets, we face pricing pressures. Such pricing pressures could adversely affect our results of operations and financial performance.
|
•
|
Alternative technologies, such as fiber optic and wireless technologies, may make some of our products less competitive.
|
•
|
We are substantially dependent upon distributors and retailers for non-exclusive sales of our products and they could cease purchasing our products at any time.
|
•
|
Changes in our tax rates or exposure to new tax laws could impact our profitability.
|
•
|
Changes in industry standards and regulatory requirements may adversely affect our business.
|
•
|
Failure to be awarded large turn-key projects or failure to properly execute large customer projects may negatively impact our results of operations and financial performance in the future and may result in material financial penalties.
|
•
|
Interruptions of supplies from key suppliers may affect our results of operations and financial performance.
|
•
|
We source and sell products globally and are exposed to fluctuations in foreign currency exchange rates.
|
•
|
If we fail to comply with the reporting obligations of the Exchange Act or if we fail to maintain adequate internal control over financial reporting, our business, the market value of our securities and our access to capital markets could be materially adversely affected.
|
•
|
Compliance with foreign and U.S. laws and regulations applicable to our international operations, including the Foreign Corrupt Practices Act (“FCPA”), other applicable anti-corruption laws and anti-competition regulations, may increase the cost of doing business in international jurisdictions.
|
•
|
Failure to negotiate extensions of our labor agreements as they expire may result in a disruption of our operations.
|
•
|
Failure or disruptions of our information systems, including a cybersecurity breach or failure of one or more key information technology systems, networks, hardware, processes, associated sites or service providers could interfere with our business and operations.
|
•
|
The Company is exposed to counterparty risk in our hedging arrangements.
|
•
|
Declining returns in the investment portfolio of our defined benefit pension plans and changes in actuarial assumptions could increase the volatility in our pension expense and require us to increase cash contributions to the plans.
|
•
|
Environmental liabilities could potentially adversely impact us and our affiliates.
|
•
|
We are subject to certain asbestos litigation and unexpected judgments or settlements that could have a material adverse effect on our financial results.
|
•
|
If we fail to retain our key employees and attract qualified personnel, our business may be harmed.
|
•
|
Our indebtedness and our ability to pay our indebtedness could adversely affect our business and financial condition.
|
•
|
Failure to comply with covenants and other provisions in our existing or future financing agreements could result in cross-defaults under some of our financing agreements, which could jeopardize our ability to satisfy our obligations.
|
•
|
If we fail to meet our payment or other obligations under our secured indebtedness, the lenders under this indebtedness could foreclose on, and acquire control of, substantially all of our assets.
|
•
|
Our ability to pay principal and interest on outstanding indebtedness depends upon our receipt of dividends or other intercompany transfers from our subsidiaries.
|
•
|
A downgrade in our financial strength or credit ratings could limit our ability to conduct our business or offer and sell additional debt securities.
|
•
|
The trading price of our common stock may be adversely affected by many factors, not all of which are within our control, as well as by future issuances of our common stock or additional series of preferred stock.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
Africa / Asia Pacific Operating Segment Manufacturing Properties
|
||
Number of Properties by Country
|
|
Owned or Leased
|
Angola - 1
|
|
1 owned
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
2017
|
|
2016
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
20.61
|
|
|
$
|
15.83
|
|
|
$
|
13.28
|
|
|
$
|
6.22
|
|
Second Quarter
|
19.80
|
|
|
14.95
|
|
|
16.41
|
|
|
11.09
|
|
||||
Third Quarter
|
19.85
|
|
|
15.85
|
|
|
16.46
|
|
|
11.65
|
|
||||
Fourth Quarter
|
30.18
|
|
|
19.18
|
|
|
20.80
|
|
|
11.70
|
|
|
May
1997
|
Dec
1997
|
Dec
1998
|
Dec
1999
|
Dec
2000
|
Dec
2001
|
Dec
2002
|
Dec
2003
|
Dec
2004
|
Dec
2005
|
Dec
2006
|
Dec
2007
|
Dec
2008
|
Dec
2009
|
Dec
2010
|
Dec
2011
|
Dec
2012
|
Dec
2013
|
Dec
2014
|
Dec
2015
|
Dec
2016
|
Dec
2017
|
||||||||||||||||||||||
General Cable
|
100
|
|
167
|
|
143
|
|
53
|
|
32
|
|
97
|
|
29
|
|
62
|
|
105
|
|
149
|
|
331
|
|
555
|
|
134
|
|
223
|
|
266
|
|
189
|
|
230
|
|
228
|
|
120
|
|
112
|
|
168
|
|
270
|
|
2017 Peer Group
|
100
|
|
138
|
|
92
|
|
107
|
|
121
|
|
89
|
|
58
|
|
99
|
|
118
|
|
135
|
|
311
|
|
361
|
|
195
|
|
234
|
|
249
|
|
184
|
|
238
|
|
324
|
|
261
|
|
310
|
|
308
|
|
321
|
|
S&P 500
|
100
|
|
117
|
|
148
|
|
177
|
|
159
|
|
138
|
|
106
|
|
134
|
|
146
|
|
150
|
|
171
|
|
177
|
|
109
|
|
134
|
|
152
|
|
152
|
|
172
|
|
223
|
|
248
|
|
223
|
|
270
|
|
322
|
|
(1)
|
Assumes dividend reinvestment and assumes the value of the investment in General Cable common stock and each index was
$100
on
May 16, 1997
. The
2017
Peer Group consists of Belden Inc. (NYSE: BDC), Prysmian (Italy Stock Exchange) and Nexans (Paris Stock Exchange). Returns in the
2017
Peer Group are weighted by capitalization.
|
Period
|
Total number of shares purchased
(1), (2)
|
Average price paid per share
|
|||
September 30, 2017 through October 27, 2017
|
1,839
|
|
$
|
21.50
|
|
October 28, 2017 through November 24, 2017
|
40
|
|
$
|
16.35
|
|
November 25, 2017 through December 31, 2017
|
184,891
|
|
$
|
29.70
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in millions, except metal price and share data)
|
||||||||||||||||||
Net sales
|
$
|
3,837.2
|
|
|
$
|
3,858.4
|
|
|
$
|
4,514.5
|
|
|
$
|
5,979.8
|
|
|
$
|
6,421.2
|
|
Cost of sales
|
3,411.1
|
|
|
3,451.3
|
|
|
4,082.1
|
|
|
5,586.6
|
|
|
5,717.5
|
|
|||||
Gross profit
|
426.1
|
|
|
407.1
|
|
|
432.4
|
|
|
393.2
|
|
|
703.7
|
|
|||||
Selling, general and administrative expenses
|
416.8
|
|
|
408.9
|
|
|
412.3
|
|
|
450.7
|
|
|
492.0
|
|
|||||
Goodwill impairment charges
|
—
|
|
|
9.0
|
|
|
3.9
|
|
|
155.1
|
|
|
—
|
|
|||||
Intangible asset impairment charges
|
—
|
|
|
7.5
|
|
|
1.7
|
|
|
98.8
|
|
|
—
|
|
|||||
Operating income (loss)
|
9.3
|
|
|
(18.3
|
)
|
|
14.5
|
|
|
(311.4
|
)
|
|
211.7
|
|
|||||
Other income (expense)
|
28.5
|
|
|
7.2
|
|
|
(71.3
|
)
|
|
(212.9
|
)
|
|
(66.7
|
)
|
|||||
Interest expense, net
|
(76.7
|
)
|
|
(87.0
|
)
|
|
(94.3
|
)
|
|
(111.8
|
)
|
|
(118.0
|
)
|
|||||
Income (loss) before income taxes
|
(38.9
|
)
|
|
(98.1
|
)
|
|
(151.1
|
)
|
|
(636.1
|
)
|
|
27.0
|
|
|||||
Income tax (provision) benefit
|
(15.8
|
)
|
|
3.7
|
|
|
14.8
|
|
|
(8.3
|
)
|
|
(38.8
|
)
|
|||||
Equity in net earnings of affiliated companies
|
—
|
|
|
0.9
|
|
|
0.5
|
|
|
1.4
|
|
|
1.7
|
|
|||||
Net income (loss) including noncontrolling interest
|
(54.7
|
)
|
|
(93.5
|
)
|
|
(135.8
|
)
|
|
(643.0
|
)
|
|
(10.1
|
)
|
|||||
Less: preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
1.9
|
|
|
0.3
|
|
|
(13.9
|
)
|
|
(15.4
|
)
|
|
7.7
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(56.6
|
)
|
|
$
|
(93.8
|
)
|
|
$
|
(121.9
|
)
|
|
$
|
(627.6
|
)
|
|
$
|
(18.1
|
)
|
Earnings (loss) per share: Net income (loss) attributable to Company common shareholders per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per common share-basic
|
$
|
(1.13
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(2.49
|
)
|
|
$
|
(12.86
|
)
|
|
$
|
(0.37
|
)
|
Earnings (loss) per common share-assuming dilution
|
$
|
(1.13
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(2.49
|
)
|
|
$
|
(12.86
|
)
|
|
$
|
(0.37
|
)
|
Weighted average common shares-basic
|
50.1
|
|
|
49.6
|
|
|
48.9
|
|
|
48.8
|
|
|
49.4
|
|
|||||
Weighted average common shares-assuming dilution
|
50.1
|
|
|
49.6
|
|
|
48.9
|
|
|
48.8
|
|
|
49.4
|
|
|||||
Dividends per common share
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
0.54
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
73.9
|
|
|
$
|
86.0
|
|
|
$
|
96.4
|
|
|
$
|
126.4
|
|
|
$
|
133.5
|
|
Capital expenditures
|
85.4
|
|
|
84.1
|
|
|
61.5
|
|
|
89.6
|
|
|
89.1
|
|
|||||
Average daily COMEX price per pound of copper cathode
|
2.80
|
|
|
2.20
|
|
|
2.51
|
|
|
3.12
|
|
|
3.34
|
|
|||||
Average daily price per pound of aluminum rod
|
0.98
|
|
|
0.80
|
|
|
0.88
|
|
|
1.05
|
|
|
0.95
|
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
|
Dec 31, 2014
|
|
Dec 31, 2013
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
(1,2)
|
$
|
801.8
|
|
|
$
|
698.1
|
|
|
$
|
791.1
|
|
|
$
|
911.7
|
|
|
$
|
1,448.8
|
|
Total assets
(2)
|
2,235.3
|
|
|
2,241.6
|
|
|
2,454.6
|
|
|
3,353.0
|
|
|
4,563.3
|
|
|||||
Total debt
|
1,085.7
|
|
|
938.6
|
|
|
1,079.7
|
|
|
1,323.7
|
|
|
1,371.3
|
|
|||||
Dividends to common shareholders
|
37.4
|
|
|
35.6
|
|
|
35.3
|
|
|
35.4
|
|
|
26.7
|
|
|||||
Total equity
|
131.8
|
|
|
168.9
|
|
|
242.9
|
|
|
513.2
|
|
|
1,379.8
|
|
(1)
|
Working capital means current assets less current liabilities.
|
(2)
|
December 31, 2017
,
2016
and
2015
amounts are not comparable to the prior periods presented due to the Company's adoption of ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" on a prospective basis for the year ended
December 31, 2015
.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Entity
|
|
Sale / Closure
|
|
Sale / Closure Date
|
|
Gross Proceeds
|
|
Pre-tax Gain / (Loss)
|
||||
New Zealand
|
|
Closure
|
|
Fourth Quarter 2017
|
|
$
|
10.3
|
|
|
$
|
5.4
|
|
China
|
|
Sale
|
|
Third Quarter 2017
|
|
8.8
|
|
|
(19.9
|
)
|
||
Algeria
|
|
Sale
|
|
Second Quarter 2017
|
|
3.8
|
|
|
(38.0
|
)
|
||
Australia
|
|
Closure
|
|
Second Quarter 2017
|
|
—
|
|
|
(4.2
|
)
|
||
Pakistan
|
|
Sale
|
|
First Quarter 2017
|
|
5.3
|
|
|
(3.5
|
)
|
||
South Africa - Durban
|
|
Closure
|
|
Fourth Quarter 2016
|
|
—
|
|
|
1.6
|
|
||
South Africa - National Cables
|
|
Closure
|
|
Fourth Quarter 2016
|
|
—
|
|
|
(29.4
|
)
|
||
Zambia
|
|
Sale
|
|
Third Quarter 2016
|
|
9.8
|
|
|
(14.4
|
)
|
||
Egypt
|
|
Sale
|
|
Second Quarter 2016
|
|
5.8
|
|
|
(8.4
|
)
|
||
India
|
|
Sale
|
|
First Quarter 2016
|
|
10.8
|
|
|
1.6
|
|
||
Thailand
|
|
Sale
|
|
Third Quarter 2015
|
|
88.0
|
|
|
16.1
|
|
||
Fiji
|
|
Sale
|
|
First Quarter 2015
|
|
9.3
|
|
|
(2.6
|
)
|
||
Keystone
|
|
Sale
|
|
First Quarter 2015
|
|
11.0
|
|
|
3.6
|
|
||
PDP and PDEP
|
|
Sale
|
|
Fourth Quarter 2014
|
|
67.1
|
|
|
17.6
|
|
|
North America
|
Europe
|
Latin America
|
Total
|
||||||||
Total expected restructuring costs
|
$
|
81.0
|
|
$
|
23.0
|
|
$
|
6.0
|
|
$
|
110.0
|
|
Total costs incurred in the year ended December 31, 2015
|
$
|
0.1
|
|
$
|
6.7
|
|
$
|
1.8
|
|
$
|
8.6
|
|
Total costs incurred in the year ended December 31, 2016
|
48.7
|
|
13.7
|
|
3.4
|
|
65.8
|
|
||||
Total costs incurred in the year ended December 31, 2017
|
31.5
|
|
1.2
|
|
0.3
|
|
33.0
|
|
||||
Total aggregate costs to date
|
$
|
80.3
|
|
$
|
21.6
|
|
$
|
5.5
|
|
$
|
107.4
|
|
•
|
Global demand and pricing are uneven as a result of macroeconomic factors, and therefore, continues to hamper growth in key end markets;
|
•
|
Currency volatility and continued political uncertainty in certain markets;
|
•
|
Volatility in the price of copper and aluminum;
|
•
|
Competitive price pressures in certain markets;
|
•
|
New commodity deposits are more difficult to find, harder and more expensive to extract, and lower in quantities;
|
•
|
End market demand in Latin America continues to be hampered by inconsistent construction spending and electrical infrastructure investment;
|
•
|
Recovery is slow in Europe and demand continues to be uneven for a broad spectrum of products in Europe;
|
•
|
The U.S. market has remained relatively stable compared to the uneven and challenging operating environments of the emerging economies;
|
•
|
New communications networks are an enabling technology, which require communication infrastructure investment;
|
•
|
Climate change concerns are resulting in increased regulatory energy mandates, emphasizing renewable sources of energy;
|
•
|
Project timing continues to be volatile resulting in a lag in demand in all segments; and
|
•
|
Countries are seeking greater energy independence for political and economic reasons.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Net sales
|
$
|
3,837.2
|
|
|
100.0
|
%
|
|
$
|
3,858.4
|
|
|
100.0
|
%
|
|
$
|
4,514.5
|
|
|
100.0
|
%
|
Cost of sales
|
3,411.1
|
|
|
88.9
|
%
|
|
3,451.3
|
|
|
89.4
|
%
|
|
4,082.1
|
|
|
90.4
|
%
|
|||
Gross profit
|
426.1
|
|
|
11.1
|
%
|
|
407.1
|
|
|
10.6
|
%
|
|
432.4
|
|
|
9.6
|
%
|
|||
Selling, general and administrative expenses
|
416.8
|
|
|
10.9
|
%
|
|
408.9
|
|
|
10.6
|
%
|
|
412.3
|
|
|
9.1
|
%
|
|||
Goodwill impairment charges
|
—
|
|
|
—
|
%
|
|
9.0
|
|
|
0.2
|
%
|
|
3.9
|
|
|
0.1
|
%
|
|||
Intangible asset impairment charges
|
—
|
|
|
—
|
%
|
|
7.5
|
|
|
0.2
|
%
|
|
1.7
|
|
|
—
|
%
|
|||
Operating income (loss)
|
9.3
|
|
|
0.2
|
%
|
|
(18.3
|
)
|
|
(0.5
|
)%
|
|
14.5
|
|
|
0.3
|
%
|
|||
Other income (expense)
|
28.5
|
|
|
0.7
|
%
|
|
7.2
|
|
|
0.2
|
%
|
|
(71.3
|
)
|
|
(1.6
|
)%
|
|||
Interest expense, net
|
(76.7
|
)
|
|
(2.0
|
)%
|
|
(87.0
|
)
|
|
(2.3
|
)%
|
|
(94.3
|
)
|
|
(2.1
|
)%
|
|||
Income (loss) before income taxes
|
(38.9
|
)
|
|
(1.0
|
)%
|
|
(98.1
|
)
|
|
(2.5
|
)%
|
|
(151.1
|
)
|
|
(3.3
|
)%
|
|||
Income tax (provision) benefit
|
(15.8
|
)
|
|
(0.4
|
)%
|
|
3.7
|
|
|
0.1
|
%
|
|
14.8
|
|
|
0.3
|
%
|
|||
Equity in net earnings of affiliated companies
|
—
|
|
|
—
|
%
|
|
0.9
|
|
|
—
|
%
|
|
0.5
|
|
|
—
|
%
|
|||
Net income (loss) including noncontrolling interest
|
(54.7
|
)
|
|
(1.4
|
)%
|
|
(93.5
|
)
|
|
(2.4
|
)%
|
|
(135.8
|
)
|
|
(3.0
|
)%
|
|||
Less: net income (loss) attributable to noncontrolling interest
|
1.9
|
|
|
—
|
%
|
|
0.3
|
|
|
—
|
%
|
|
(13.9
|
)
|
|
(0.3
|
)%
|
|||
Net income (loss) attributable to Company common shareholders
|
$
|
(56.6
|
)
|
|
(1.5
|
)%
|
|
$
|
(93.8
|
)
|
|
(2.4
|
)%
|
|
$
|
(121.9
|
)
|
|
(2.7
|
)%
|
|
Net Sales
Year Ended
|
||||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
2,218.1
|
|
|
58
|
%
|
|
$
|
2,041.7
|
|
|
53
|
%
|
Europe
|
874.5
|
|
|
23
|
%
|
|
875.7
|
|
|
23
|
%
|
||
Latin America
|
677.9
|
|
|
17
|
%
|
|
655.2
|
|
|
17
|
%
|
||
Africa/Asia Pacific
|
66.7
|
|
|
2
|
%
|
|
285.8
|
|
|
7
|
%
|
||
Total net sales
|
$
|
3,837.2
|
|
|
100
|
%
|
|
$
|
3,858.4
|
|
|
100
|
%
|
|
Metal-Adjusted Net Sales
Year Ended
|
||||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
2,218.1
|
|
|
58
|
%
|
|
$
|
2,235.8
|
|
|
53
|
%
|
Europe
|
874.5
|
|
|
23
|
%
|
|
936.0
|
|
|
22
|
%
|
||
Latin America
|
677.9
|
|
|
17
|
%
|
|
755.7
|
|
|
18
|
%
|
||
Africa/Asia Pacific
|
66.7
|
|
|
2
|
%
|
|
320.8
|
|
|
7
|
%
|
||
Total metal-adjusted net sales
|
$
|
3,837.2
|
|
|
100
|
%
|
|
$
|
4,248.3
|
|
|
100
|
%
|
Metal adjustment
|
—
|
|
|
|
|
(389.9
|
)
|
|
|
||||
Total net sales
|
$
|
3,837.2
|
|
|
|
|
$
|
3,858.4
|
|
|
|
|
Metal Pounds Sold
Year Ended
|
||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||||||
|
Pounds
|
|
%
|
|
Pounds
|
|
%
|
||||
North America
|
580.9
|
|
|
59
|
%
|
|
548.0
|
|
|
54
|
%
|
Europe
|
152.4
|
|
|
16
|
%
|
|
154.0
|
|
|
15
|
%
|
Latin America
|
232.2
|
|
|
24
|
%
|
|
239.3
|
|
|
23
|
%
|
Africa/Asia Pacific
|
14.5
|
|
|
1
|
%
|
|
85.1
|
|
|
8
|
%
|
Total metal pounds sold
|
980.0
|
|
|
100
|
%
|
|
1,026.4
|
|
|
100
|
%
|
•
|
The sale or exit of operations of
$243.3 million
|
•
|
Unfavorable product mix of
$231.7 million
|
•
|
These trends were offset by higher copper and aluminum prices of
$389.9 million
, favorable foreign currency exchange rate changes of
$39.1 million
and increased volume of
$24.8 million
|
•
|
Higher copper and aluminum prices of
$194.1 million
|
•
|
Increased volume of
$62.9 million
|
•
|
Favorable foreign currency exchange rate changes of
$7.3 million
|
•
|
These trends were partially offset by net sales of
$52.6 million
attributable to the sale of non-core operations and unfavorable product mix of
$35.3 million
|
•
|
Higher copper and aluminum prices of
$60.3 million
|
•
|
Favorable foreign currency exchange rate changes of
$20.1 million
|
•
|
These trends were offset by unfavorable product mix of
$78.5 million
and lower volume of
$3.1 million
|
•
|
Higher copper and aluminum prices of
$100.5 million
|
•
|
Favorable foreign currency exchange rate changes of
$12.1 million
|
•
|
These trends were partially offset by unfavorable product mix of
$76.3 million
and lower volume of
$13.6 million
|
•
|
In
2017
, the Company recorded net pre-tax losses of
$67.1 million
on asset sales and restructuring expenses of
$25.7 million
|
•
|
In
2016
, the Company recorded net pre-tax gains of
$10.1 million
on asset sales, restructuring related expenses of
$48.8 million
and SEC and DOJ related expenses of
$54.3 million
|
|
Operating Income (Loss)
Year Ended
|
||||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
68.6
|
|
|
738
|
%
|
|
$
|
62.4
|
|
|
(341
|
)%
|
Europe
|
(12.4
|
)
|
|
(133
|
)%
|
|
2.6
|
|
|
(14
|
)%
|
||
Latin America
|
17.6
|
|
|
189
|
%
|
|
(14.4
|
)
|
|
79
|
%
|
||
Africa/Asia Pacific
|
(64.5
|
)
|
|
(694
|
)%
|
|
(68.9
|
)
|
|
376
|
%
|
||
Total operating income (loss)
|
$
|
9.3
|
|
|
100
|
%
|
|
$
|
(18.3
|
)
|
|
100
|
%
|
•
|
Recognizing no tax benefit on operating losses incurred in jurisdictions where valuation allowances are recorded against net deferred tax assets,
|
•
|
Recognizing no tax benefit on $38.0 million, $19.9 million, $6.9 million, and $3.5 million of losses resulting from the sale of our Algerian, Chinese, North American Automotive Europe, and Pakistani businesses, respectively,
|
•
|
Recording $45.9 million of U.S. tax expense associated with the one-time deemed taxable repatriation of the accumulated earnings and profits of foreign subsidiaries in connection with the Tax Reform Act,
|
•
|
Recording $9.8 million of income tax expense associated with changes in judgment concerning uncertain tax positions related to the FCPA settlement,
|
•
|
Recording $5.7 million of tax expense associated with prior year U.S. Subpart F inclusions, and
|
•
|
Recording $5.7 million of tax expense to establish a valuation allowance against net deferred tax assets in New Zealand.
|
•
|
Recording $62.1 million of U.S. tax benefit associated with the reduction of the federal corporate income tax rate from 35% to 21% in connection with the Tax Reform Act, and
|
•
|
Recording $7.6 million of tax benefit associated with the release of reserves for uncertain tax positions due to settlements and statute of limitation lapses.
|
|
Net Sales
Year Ended
|
||||||||||||
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
2,041.7
|
|
|
53
|
%
|
|
$
|
2,299.3
|
|
|
51
|
%
|
Europe
|
875.7
|
|
|
23
|
%
|
|
960.2
|
|
|
21
|
%
|
||
Latin America
|
655.2
|
|
|
17
|
%
|
|
726.8
|
|
|
16
|
%
|
||
Africa/Asia Pacific
|
285.8
|
|
|
7
|
%
|
|
528.2
|
|
|
12
|
%
|
||
Total net sales
|
$
|
3,858.4
|
|
|
100
|
%
|
|
$
|
4,514.5
|
|
|
100
|
%
|
|
Metal-Adjusted Net Sales
Year Ended
|
||||||||||||
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
2,041.7
|
|
|
53
|
%
|
|
$
|
2,196.9
|
|
|
51
|
%
|
Europe
|
875.7
|
|
|
23
|
%
|
|
927.6
|
|
|
22
|
%
|
||
Latin America
|
655.2
|
|
|
17
|
%
|
|
672.3
|
|
|
16
|
%
|
||
Africa/Asia Pacific
|
285.8
|
|
|
7
|
%
|
|
491.3
|
|
|
11
|
%
|
||
Total metal-adjusted net sales
|
$
|
3,858.4
|
|
|
100
|
%
|
|
$
|
4,288.1
|
|
|
100
|
%
|
Metal adjustment
|
—
|
|
|
|
|
226.4
|
|
|
|
||||
Total net sales
|
$
|
3,858.4
|
|
|
|
|
$
|
4,514.5
|
|
|
|
•
|
The sale or exit of operations as part of the restructuring and divestiture programs of
$211.2 million
|
•
|
Lower copper and aluminum prices of
$226.4 million
|
•
|
Unfavorable product mix and foreign currency rate changes of
$125.9 million
and
$97.3 million
, respectively
|
•
|
Net sales of
$51.7 million
attributable to the automotive ignition wire business that was sold in
2016
|
•
|
Lower copper and aluminum prices of
$102.4 million
|
•
|
Unfavorable product mix and foreign currency rate changes of
$94.9 million
and
$15.1 million
, respectively
|
•
|
Lower copper and aluminum prices of
$32.6 million
|
•
|
Unfavorable product mix and foreign currency exchange rate changes of
$45.0 million
and
$5.3 million
, respectively
|
•
|
Lower copper and aluminum prices of
$54.5 million
|
•
|
Unfavorable foreign currency exchange rate changes of
$36.1 million
|
•
|
These trends were partially offset by favorable product mix of
$18.4 million
|
•
|
Net sales of
$153.9 million
attributable to businesses that were sold as part of the divestiture program in
2016
|
•
|
Lower copper and aluminum prices of
$36.9 million
|
•
|
Unfavorable foreign currency exchange rate changes of
$40.8 million
|
•
|
In
2016
, the Company recorded net pre-tax gains of
$10.1 million
on asset sales, restructuring related expenses of
$48.8 million
and SEC and DOJ related expenses of
$54.3 million
|
•
|
In
2015
, the Company recorded restructuring expenses of
$26.7 million
and a Venezuela deconsolidation charge of
$12.0 million
, which were partially offset by net pre-tax gains on asset sales of
$16.1 million
|
|
Operating Income (Loss)
Year Ended
|
||||||||||||
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
North America
|
$
|
62.4
|
|
|
(341
|
)%
|
|
$
|
84.5
|
|
|
583
|
%
|
Europe
|
2.6
|
|
|
(14
|
)%
|
|
6.6
|
|
|
45
|
%
|
||
Latin America
|
(14.4
|
)
|
|
79
|
%
|
|
(22.8
|
)
|
|
(157
|
)%
|
||
Africa/Asia Pacific
|
(68.9
|
)
|
|
376
|
%
|
|
(53.8
|
)
|
|
(371
|
)%
|
||
Total operating income
|
$
|
(18.3
|
)
|
|
100
|
%
|
|
$
|
14.5
|
|
|
100
|
%
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
Less than
|
|
1 – 3
|
|
4 – 5
|
|
More than
|
||||||||||
Contractual obligations
(1,2,3)
:
|
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
||||||||||
Total debt
|
|
$
|
1,085.7
|
|
|
$
|
46.9
|
|
|
$
|
1.7
|
|
|
$
|
855.0
|
|
|
$
|
182.1
|
|
Convertible debt at maturity
(4)
|
|
253.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253.1
|
|
|||||
Interest payments on 5.75% Senior Notes
|
|
163.9
|
|
|
34.5
|
|
|
69.0
|
|
|
60.4
|
|
|
—
|
|
|||||
Interest payments on Subordinated Convertible Notes
|
|
132.8
|
|
|
19.3
|
|
|
27.8
|
|
|
19.3
|
|
|
66.4
|
|
|||||
Operating leases
(5)
|
|
63.2
|
|
|
15.4
|
|
|
24.3
|
|
|
13.6
|
|
|
9.9
|
|
|||||
Purchase obligations
(6)
|
|
15.9
|
|
|
15.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Defined benefit pension obligations
(7)
|
|
185.7
|
|
|
21.5
|
|
|
37.1
|
|
|
37.3
|
|
|
89.8
|
|
|||||
Postretirement benefits
|
|
7.4
|
|
|
0.7
|
|
|
1.1
|
|
|
1.0
|
|
|
4.6
|
|
|||||
Restructuring activities
|
|
3.0
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrecognized tax benefits, including interest and penalties
(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,910.7
|
|
|
$
|
157.2
|
|
|
$
|
161.0
|
|
|
$
|
986.6
|
|
|
$
|
605.9
|
|
(1)
|
This table does not include interest payments on General Cable’s revolving credit facilities because the future amounts are based on variable interest rates and the amount of the borrowings under the Revolving Credit Facility fluctuate depending upon the Company’s working capital requirements.
|
(2)
|
This table does not include derivative instruments as the ultimate cash outlays cannot be reasonably predicted. Refer to Note 12 - Financial Instruments and Item 7A - Quantitative and Qualitative Disclosures about Market Risk for additional information.
|
(3)
|
This table does not include any impact from the one-time deemed repatriation tax provision of the Tax Reform Act as the Company currently expects to utilize net operating loss carryforwards as opposed to cash to settle the repatriation tax liability.
|
(4)
|
Represents the current debt discount on the Company’s Subordinated Convertible Notes as a result of adopting provisions of ASC 470 - Debt ("ASC 470"). Refer to Note 2 - Summary of Significant Accounting Policies for additional information.
|
(5)
|
Operating lease commitments are described under “Off Balance Sheet Assets and Obligations.”
|
(6)
|
Represents our firm purchase commitments.
|
(7)
|
Defined benefit pension obligations reflect actuarially projected benefit payments which may differ from funding requirements based on local laws and regulations through
2025
.
|
(8)
|
Unrecognized tax benefits of
$10.0 million
have not been reflected in the above table due to the inherent uncertainty as to the amount and timing of settlement, which is contingent upon the occurrence of possible future events, such as examinations and determinations by various tax authorities.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the receipts and expenditures of the Company are being made only in accordance with appropriate authorization of management and the board of directors; and
|
•
|
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.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
John E. Welsh, III
Age 67
Director since 1997
Non-Executive Chairman of the Board and
Member of the Corporate Governance Committee
|
|
Mr. Welsh has served as President of Avalon Capital Partners LLC, an investment firm focused on private equity and public securities investments since 2002. From October 2000 to December 2002, he was a Managing Director of CIP Management LLC, the management company for Continuation Investments Group Inc. From November 1992 to December 1999, he served as Managing Director and Vice-Chairman of the Board of Directors of SkyTel Communications, Inc. (“SkyTel”) and as a Director of SkyTel from September 1992 until December 1999. During that period, he served as Chief Financial Officer and President and Chief Executive Officer of the International Division. Prior to 1992, Mr. Welsh was a Managing Director in the Investment Banking Division of Prudential Securities, Inc., and served as Co-Head of the Mergers and Acquisitions Department. Mr. Welsh has served as a director of various public companies, including Spreckels Industries, Inc., SkyTel, York International, and Integrated Electrical Services (NASDAQ: IESC). Mr. Welsh currently serves on the board of Liberty Broad Band (NASDAQ: LBRDA).
Mr. Welsh has (i) a strong financial background in investment banking and investment management; (ii) leadership and collaboration skills; (iii) substantial experience involving acquisitions and strategic alliances; and (iv) a background in telecommunications products and services. Mr. Welsh’s investment management and acquisition experience and refined leadership skills have been critical in the creation of a strong, independent Board of Directors.
|
Sallie B. Bailey
Age 58
Director since 2013
Member of the Audit Committee and
Corporate Governance Committee
|
|
Ms. Bailey has been Executive Vice President and Chief Financial Officer of Louisiana-Pacific Corporation (NYSE: LPX), a leading manufacturer of engineered wood building products for residential, industrial, and light commercial construction, since December 2011. Ms. Bailey previously served as Vice President and Chief Financial Officer of Ferro Corporation (NYSE: FOE), a global specialty materials company, from January 2007 to July 2010. Prior to that, she held senior management positions of increasing responsibility with The Timken Company (NYSE: TKR), a global producer of engineered bearings and alloy steel, from 1995 to 2006, lastly as Senior Vice President, Finance and Controller. Earlier in her career, she was an audit supervisor for Deloitte & Touche LLP and Assistant Treasurer at Tenneco, Inc.
Ms. Bailey has (i) extensive experience as a financial executive with broad knowledge of financial controls and systems; (ii) substantial leadership experience in domestic and international business; (iii) a strong background in acquisition, divestitures, and strategic alliances; and (iv) significant management experience in the manufacturing and materials industry. Ms. Bailey’s extensive financial leadership experience in global, publicly traded companies, knowledge of financial controls and systems, and understanding of operating a manufacturing business have made her a valuable member of the Board, Audit Committee and Corporate Governance Committee.
|
Edward (“Ned”) Childs Hall, III
Age: 58
Director since 2014
Member of the Audit Committee and
the Corporate Governance Committee
|
|
Mr. Hall served as Executive Vice President - Chief Operating Officer of Atlantic Power Corporation, a publicly traded power generation and infrastructure company (NYSE: AT), from April 2013 through February 2015. Prior to joining Atlantic Power, Mr. Hall spent more than 24 years working in the energy sector at AES Corporation, a publicly traded power company (NYSE: AES). While at AES Corporation, Mr. Hall held various positions including Managing Director, Global Business Development from 2003 to 2005; President, Wind Generation from 2005 to 2008; President, North America from 2008 to 2011; and Chief Operating Officer, Global Generation from 2011 to 2013. Mr. Hall served as Chairman of the Board of American Wind Energy Association (“AWEA”) from 2010 to 2011 and as a Member of the AWEA Board from 2005 to 2013.
Mr. Hall has (i) extensive operating and management experience in power generation, transmission and distribution companies; (ii) a deep understanding of the global energy sector and the challenges and opportunities presented in the energy generation, transmission and distribution sector; and (iii) a deep understanding of alternative energy generation technology and economics. Mr. Hall’s extensive operating and management experience and relevant industry experience have made him a valuable member of the Board, Audit Committee and Corporate Governance Committee.
|
Gregory E. Lawton
Age 67
Director since 1998
Chair of the Corporate Governance Committee and
Member of the Compensation Committee
|
|
Mr. Lawton served as President and Chief Executive Officer of JohnsonDiversey, Inc. from October 2000 to February 2006. From January 1999 until September 2000, he was President and Chief Operating Officer of Johnson Wax Professional. Prior to joining Johnson Wax, Mr. Lawton was President of NuTone Inc., a subsidiary of Williams plc based in Cincinnati, Ohio, from 1994 to 1998. From 1989 to 1994, Mr. Lawton served with Procter & Gamble (NYSE: PG) where he was Vice President and General Manager of several consumer product groups. Mr. Lawton has been a consultant since March 2006. He is also a director of Stepan Company (NYSE: SCL).
Mr. Lawton has (i) substantial operating and management experience in manufacturing businesses and in application of technology to business; (ii) a strong background in marketing, sales, and human resources management; and (iii) significant experience involving acquisitions and leading a global business. Mr. Lawton’s extensive operational and executive management experience and understanding of corporate governance matters have made him a valuable member of the Board and Compensation Committee and Chair of the Corporate Governance Committee.
|
Michael T. McDonnell
Age 60
Director since 2015
President and Chief Executive Officer of General Cable Corporation
|
|
Mr. McDonnell has been President and Chief Executive Officer of General Cable Corporation since July 2015. Prior to joining General Cable, Mr. McDonnell was Chairman, President and Chief Executive Officer of TPC Group, a leading processor and producer of value-added products derived from petrochemicals that are sold into a wide range of performance, specialty and intermediate markets. Prior to joining TPC Group, Mr. McDonnell served as President and Chief Executive Officer of Pregis Corporation from 2006 to 2011, a leading global provider of innovative protective, flexible and food service packaging and hospital supply products with 47 facilities in 18 countries. From 2002 to 2006, Mr. McDonnell was Group Vice President, Environmental Technologies of Engelhard Corporation; and from 1998 to 2002, he was Vice President of a chemicals division for Cytec Industries, Inc. Earlier in his career, he held management roles with increasing levels of responsibility at Henkel Corporation and DuPont.
Mr. McDonnell’s wide range of executive leadership experience within a variety of manufacturing and materials sectors, both domestically and globally, as well as his unique position as the Company’s CEO and in-depth knowledge of the Company’s operations, finances and strategy, have made him a valuable member of the Board.
|
Craig P. Omtvedt
Age 68
Director since 2004
Chair of the Compensation Committee and
Member of the Audit Committee
|
|
Mr. Omtvedt served as Senior Vice President and Chief Financial Officer of Fortune Brands, Inc., a former leading consumer products company (formerly NYSE: FO) from 2000 until his retirement in October 2011 and as a consultant to Beam Inc. (NYSE: BEAM), the successor to Fortune Brands, during 2012. Previously, he held positions with Fortune Brands as Senior Vice President and Chief Accounting Officer from 1998 to 1999; Vice President and Chief Accounting Officer from 1997 to 1998; Vice President, Deputy Controller and Chief Internal Auditor from 1996 to 1997; Deputy Controller from 1992 to 1996; and Director of Audit from 1989 to 1992. Before joining Fortune Brands, Mr. Omtvedt worked for Pillsbury Company in Minneapolis, Minnesota from 1985 to 1989 in various audit and controller roles. He is also a director of Oshkosh Corporation (NYSE: OSK), a director of Conagra Brands, Inc. (NYSE: CAG), a Trustee of Lake Forest College and a National Trustee of Boys and Girls Clubs of America.
Mr. Omtvedt has (i) extensive experience as a financial executive with broad knowledge of financial controls and systems; (ii) substantial leadership experience in domestic and international business; (iii) an extensive background in acquisitions and strategic alliances; (iv) experience with major sales channels (retailers and distributors); and (v) experience with compensation matters at public companies. Mr. Omtvedt’s extensive financial leadership experience in global, publicly traded companies, knowledge of audit practices, and proven expertise in acquisitions and strategic alliances and knowledge of compensation issues affecting public companies have made him a valuable member of the Board and Audit Committee and Chair of the Compensation Committee.
|
Patrick M. Prevost
Age 62
Director since 2010
Chair of the Audit
Committee and Member of the Compensation Committee
|
|
Mr. Prevost served as President and Chief Executive Officer of Cabot Corporation (NYSE: CBT), a global specialty chemicals company, from January 2008 to March 2016. Mr. Prevost served as President, Performance Chemicals at BASF AG, an international chemical company, from October 2005 to December 2007. Prior to that, he was responsible for BASF Corporation’s Chemicals and Plastics business in North America. Mr. Prevost previously held senior management positions with increasing responsibility at BP Plc from 1999 to 2003 and Amoco Chemicals from 1983 until 1999. He is also a director of Cabot Corporation, a director of Southwestern Energy Company (NYSE: SWN) and a member of the Board of Directors of the American Chemistry Council.
Mr. Prevost has (i) substantial leadership experience in a variety of complex international businesses, (ii) a chemical engineering background with broad experience in material science and chemistry, which are important to our wire and cable business; (iii) extensive experience involving acquisitions and strategic alliances; and (iv) deep knowledge of international business, strategic planning, manufacturing and financial matters. Mr. Prevost's demonstrated executive leadership expertise and keen understanding of operating a global manufacturing organization have made him a valuable member of the Board, Compensation Committee and Chair of the Audit Committee.
|
•
|
the requisite qualifications, selection process, and retention of directors;
|
•
|
the responsibilities of the directors; and
|
•
|
procedures and practices governing the operation and compensation of our Board.
|
Non-Employee Directors
|
Audit Committee
|
Compensation Committee
|
Corporate Governance Committee
|
Sallie B. Bailey
|
X
|
|
X
|
Edward Childs Hall, III
|
X
|
|
X
|
Gregory E. Lawton
|
|
X
|
X*
|
Craig P. Omtvedt
|
X
|
X*
|
|
Patrick M. Prevost
|
X*
|
X
|
|
John E. Welsh, III
|
|
|
X
|
•
|
Michael T. McDonnell, President and Chief Executive Officer, our “CEO”
|
•
|
Matti M. Masanovich, Senior Vice President and Chief Financial Officer, our “CFO”
|
•
|
Emerson C. Moser, Senior Vice President, General Counsel and Corporate Secretary
|
•
|
Shruti Singhal, Senior Vice President and President, Europe*
|
•
|
Leah S. Stark, Senior Vice President and Human Resources Officer
|
•
|
Juan E. Picon, Former Senior Vice President and President, North America*
|
•
|
annual target compensation that is realized when target performance is achieved and positioned competitively relative to our peers and other relevant market data;
|
•
|
incentive programs that consider financial and strategic objectives that directly support the execution of the Company’s strategic roadmap;
|
•
|
a balanced pay structure that reinforces pay for performance while promoting retention through an appropriate mix of fixed and variable pay components.
|
•
|
Maximizes value for our shareholders;
|
•
|
Is an ideal strategic fit and ensures that we are well-positioned to meet the future opportunities and challenges in the dynamic and evolving wire and cable industry. Together, we will be able to deliver a robust portfolio of products and services and new product innovation across the full breadth of the wire and cable industry globally; and
|
•
|
Prysmian and General Cable have a shared vision and highly compatible cultures founded on similar values.
|
•
|
Annual Incentive Plan
:
rebalanced weightings of overall financial and strategic measurement for all executives to place significant emphasis on financial performance
over strategic performance components in our 2017 Annual Incentive Plan (“AIP”).
|
•
|
Long-Term Incentive Mix:
reintroduced stock options for executive officers to further align executive and stockholder interests and promote longer-term value creation. As such, our 2017 long-term incentives were delivered 50% in performance-based stock units, 35% in time-based restricted stock units, and 15% in non-qualified stock options.
|
•
|
Vesting of Restricted Stock Units:
eliminated the “carry-over” feature within the time-vested RSUs that allowed additional opportunities to vest award tranches if the performance trigger was not achieved.
|
•
|
Whether the firm provided other services to the Company;
|
•
|
The amount of fees received by Hay Group from the Company as a percentage of Hay Group’s total revenue;
|
•
|
Hay Group’s policies and procedures designed to prevent conflicts of interest; and
|
•
|
Whether the individual Hay Group advisors to the Committee own any Company stock or have any business or personal relationships with member of the Committee or our executive officers.
|
AK Steel Holding Corporation
Allegheny Technologies Incorporated
Amphenol Corporation
Anixter International Inc.
Belden Inc.
|
Corning Incorporated
Dover Corporation
EMCOR Group Inc.
Hubbell Incorporated
ITT Corporation
Joy Global Inc.
(1)
|
Mastec, Inc.
Quanta Services, Inc.
Steel Dynamics Inc.
The Timken Company
Valmont Industries Inc.
WESCO International, Inc.
|
(1)
|
In April 2017, Komatsu America Corp. completed its acquisition of Joy Global Inc. (JOY) and therefore JOY was removed from our peer group after that date.
|
|
Compensation Element
|
Purpose
|
Annual Compensation
|
Base Salary
|
Represents pay for an individual’s primary duties and responsibilities. Base salaries are reviewed annually and are established based on scope of responsibility, individual performance, potential, and competitiveness versus the relevant external market and our operating performance.
|
Annual Incentives
|
Provides a performance-based short-term cash incentive opportunity. Rewards achievement of specific financial and strategic measures including corporate and geographic regional results as well as individual performance. The amount earned will vary relative to the targeted level based on our results and the individual’s performance.
|
|
Long-Term Incentive
Compensation
|
Performance Stock Units (PSUs)
|
Provides a performance-based equity incentive opportunity. Rewards achievement of financial measures, as well as supporting retention and aligning pay with performance. Value of awards will vary depending on our actual results over the course of a three-year performance period.
|
Stock Options
|
Stock options provide both performance-based and retention incentives as the value recognized through stock option grants is based on absolute stock price appreciation over the longer-term.
|
|
Restricted Stock Units (RSUs)
|
Provides time-based awards under a plan designed to enhance executive stock ownership, as well as an incentive for retention and sustaining stockholder value. Value of awards is directly dependent on our stock price and our performance.
|
|
Benefits and Retirement
|
U.S. Retirement Benefits and Deferred Compensation
|
Provides benefits to our U.S.-based executive officers at retirement from our Company. Our core plan is a defined contribution retirement and savings plan, including a 401(k)-employee contribution with matching Company contributions as well as a non-elective Company contribution (“Retirement Plan”). The Retirement Plan is identical to the plan provided to non-executive employees.
Our deferred compensation plan (“DCP”) permits U.S.-based participants to defer salary, incentive bonuses or stock awards to a future date, generally separation from service with the Company. Within the DCP, we have a non-qualified supplemental or excess retirement plan (“the BEP”), which provides benefits in excess of IRS limits under the Retirement Plan.
|
Welfare Plans and Other
Benefits
|
Provides for basic health care, life, and income security needs, including life, medical, dental, disability, and other employee welfare benefits, and fringe benefits and limited perquisites (expatriate program).
|
|
Executive Officer Severance Benefit Plans and Arrangements
|
Provides severance benefits in the case of involuntary termination of employment in the form of salary continuation, target bonus, pro-rata bonus, health and welfare benefits and outplacement services.
|
|
What We Do
|
|
What We Don’t Do
|
+
|
Pay for Performance
|
X
|
Design compensation programs that encourage unreasonable risk taking, confirmed by annual compensation risk assessment
|
+
|
Closely tie objective financial metrics in our annual incentive plan and performance-based long-term equity awards to our business strategy
|
X
|
Allow excise tax gross-ups in any future severance plans and agreements
|
+
|
Clawbacks that allow us to recoup compensation in the event of violation of our Code of Ethics or upon a restatement of our financials due to material noncompliance
|
X
|
Permit hedging transactions or pledging of Company stock by officers or directors
|
+
|
Robust stock ownership and retention requirements for NEOs
|
X
|
Allow for stock option repricing, reloads or exchanges without stockholder approval
|
+
|
Have double-trigger change in control provisions
|
X
|
Enter into employment contracts unless required by local law or prevailing market practices
|
Named Executive Officer
|
Base Salary
|
Target Annual Incentive (AIP)
|
Target Long-Term Incentives
|
Mr. McDonnell
|
$950,000
|
$1,045,000
|
$4,275,000
|
Mr. Masanovich
|
$500,000
|
$350,000
|
$1,125,000
|
Mr. Moser
|
$400,000
|
$280,000
|
$600,000
|
Mr. Singhal
(1)
|
$345,078
|
$246,021
|
$365,625
|
Ms. Stark
|
$410,000
|
$287,000
|
$553,500
|
CEO
|
15%
|
17%
|
68%
|
All Other NEOs (in the aggregate)
|
30%
|
21%
|
49%
|
(1)
|
For Mr. Singhal, base salary and target AIP amounts reflect prorated compensation attributable to his hire in February 2017.
|
(1)
|
For each NEO other than Mr. Singhal, the amounts represent the annualized base salary for 2016 and 2017. For Mr. Singhal, the amount represents his annualized base salary upon his hire in February 2017.
|
Named Executive Officer
|
Company Adjusted EBITDA
|
Company Operating Margin
|
Company CCCD
|
Regional
EBITDA
|
Regional
Operating Margin
|
Regional
CCCD
|
Individual Strategic Objectives
|
Mr. McDonnell
|
50%
|
20%
|
10%
|
—
|
—
|
—
|
20%
|
Mr. Masanovich
|
50%
|
20%
|
10%
|
—
|
—
|
—
|
20%
|
Mr. Moser
|
50%
|
20%
|
10%
|
—
|
—
|
—
|
20%
|
Mr. Singhal
|
15%
|
7.5%
|
7.5%
|
30%
|
12.5%
|
0.075
|
20%
|
Ms. Stark
|
50%
|
20%
|
10%
|
—
|
—
|
—
|
20%
|
Performance Measure
|
Threshold Payout (50%)
|
Target Payout (100%)
|
Maximum Payout (200%)
|
Actual 2017 Performance
|
Company Adjusted EBITDA
(1)
|
$203.0 million
|
$254.0 million
|
$305.0 million
|
$209.8
|
Regional EBITDA - Europe
|
$36.9 million
|
$46.4 million
|
$55.9 million
|
$16.8
|
Company Operating Margin
(2)
|
3.8%
|
4.7%
|
5.7%
|
3.7%
|
Regional Operating Margin - Europe
|
1.9%
|
2.4%
|
2.9%
|
(0.8)%
|
Company CCCD
(3)
|
102
|
97
|
92
|
101.4
|
Regional CCCD - Europe
|
100
|
95
|
90
|
105.8
|
(1)
|
Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures to their corresponding GAAP financial measures see Exhibit A to this Form 10-K. For purposes of the AIP, “adjusted EBITDA” is defined as: operating income plus depreciation and amortization, with operating income being adjusted for extraordinary, nonrecurring or unusual charges and other certain items.
|
(2)
|
Operating Margin is defined as Net Operating Profit After Tax, or NOPAT, divided by net revenue.
|
(3)
|
Cash Conversion Cycle Days, or CCCD, is defined as days inventory outstanding plus days sales outstanding minus days payable outstanding.
|
(1)
|
As described above, Mr. McDonnell repaid $80,133 to the Company in February 2018 which resulted in an actual 2017 AIP Award of $563,347 (53.9% of Target).
|
•
|
For awards made prior to 2017, if any portion does not vest, it is carried forward to the next year, where vesting is again contingent on the executive’s continued employment and the adjusted EBITDA performance threshold.
|
•
|
Beginning with awards granted in 2017, the carry-forward practice was eliminated.
|
•
|
The RSUs include dividend equivalent rights, subject to the same vesting requirements and forfeiture provisions as the RSUs, and are settled in the form of a cash payment at the same time that the vested RSUs are settled.
|
(1)
|
The 2017 PSUs defined RTSR as the Company’s average total shareholder return for each performance period in comparison to the average total shareholder return for the S&P 1500 Capital Goods Index for each performance period. Total shareholder return was defined as ending stock price minus beginning stock price plus dividends divided by beginning stock price. Beginning and ending stock price based on a 30-day average to minimize stock volatility that may occur on a point-to-point calculation when specific dates are involved.
|
(2)
|
The 2017 PSUs defined ROIC as net operating profit after tax divided by invested capital. Invested capital is equal to the Company’s net debt plus shareholder’s equity. Net operating profit after tax will be adjusted for extraordinary, nonrecurring or unusual charges and other certain items.
|
Named Executive Officers
|
Ownership as Multiple of Base Salary
|
Chief Executive Officer
Mr. McDonnell
|
6 times
|
Chief Financial Officer
Mr. Masanovich
|
3 times
|
Other Executive Officers
Mr. Moser
Mr. Singhal
Ms. Stark
|
3 times
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
(3)
|
Stock Awards ($)
(4)
|
Option Awards ($)
(5)
|
Non-Equity Incentive Plan Compensation ($)
(6)
|
All Other Compensation ($)
(7)
|
Total ($)
|
Michael T. McDonnell
President and Chief Executive Officer
|
2017
2016
2015
|
950,000
945,192
462,500
|
500,000
|
3,371,203
2,167,170
5,656,663
|
527,756
-
1,999,995
|
563,347
920,123
637,862
|
150,560
55,277
(8)
31,413
|
5,562,866
4,087,762
9,288,433
|
Matti M. Masanovich
Senior Vice President and Chief Financial Officer
|
2017
2016
|
495,192
56,635
|
50,000
|
887,158
288,161
|
138,881
-
|
350,513
53,068
|
102,280
13,682
|
1,974,024
461,546
|
Emerson C. Moser
Senior Vice President, General Counsel and Corporate Secretary
|
2017
2016
2015
|
395,192
365,385
315,205
|
|
733,610
321,086
362,688
|
74,069
-
-
|
361,521
315,212
373,672
|
59,729
42,433
(8)
22,906
|
1,624,121
1,044,116
1,074,471
|
Shruti Singhal
(1)
Senior Vice President and President, Europe
|
2017
|
345,078
|
250,000
|
852,951
|
54,847
|
52,376
|
113,190
|
1,668,442
|
Leah S. Stark
Senior Vice President and Chief Human Resources Officer
|
2017
2016
|
404,231
169,538
|
-
350,000
|
436,892
558,587
|
68,394
-
|
319,771
108,865
|
51,935
179,163
|
1,281,223
1,366,153
|
Juan Picon
(2)
Former Senior Vice President and President, North America
|
2017
|
115,962
|
806,120
|
806,151
|
69,504
|
-
|
39,717
|
1,837,454
|
(1)
|
Mr. Singhal joined the Company as its Senior Vice President and President, Europe in February 2017. Compensation amounts for Mr.Singhal paid in euros have been converted to U.S. dollars using a monthly average currency conversion rate.
|
(2)
|
Mr. Picon separated from service on April 28, 2017. Under his award agreements, all equity awards were cancelled upon his separation.
|
(3)
|
Represents cash payments in connection with commencement of employment. For Mr. Singhal, the sign-on payment was to provide transition assistance and address unvested equity from former employer. For Mr. Picon, the payment was to provide transition assistance and to cover payback of relocation costs to former employer.
|
(4)
|
Reflects fair value of target performance-based restricted stock units (“PSUs”) and time-based restricted stock unit awards (“RSUs”) on the award date. See our “Share-Based Incentive Plans” Note to the Consolidated Financial Statements included in this Form 10-K for the applicable fiscal year for a discussion of the relevant assumptions used to account for these awards. Under FASB ASC Topic 718, the RTSR metric applicable to a portion of the performance-based restricted stock units is a market condition and not a performance condition. Accordingly, there is not a grant date fair value below or in excess of the amounts reflected in the table above that could be calculated and disclosed based on achievement of market conditions.
|
Name
|
Grant Date Fair Value 2017 RSUs ($)
|
Grant Date Fair Value of 2017 PSUs ($)
|
Value of 2017 PSUs at Maximum Performance Level ($)
(a)
|
Mr. McDonnell
|
1,299,077
|
2,072,126
|
3,018,219
|
Mr. Masanovich
|
341,863
|
545,295
|
794,273
|
Mr. Moser
|
442,781
|
290,829
|
423,624
|
Mr. Singhal
|
498,718
|
354,233
|
511,600
|
Ms. Stark
|
168,353
|
268,539
|
391,148
|
Mr. Picon
|
435,019
|
371,132
|
540,599
|
(a)
|
Represents the sum of (i) the grant date fair value of the portion of the PSU with the RTSR metric and (ii) the grant date value of the portion of the PSU with the ROIC metric assuming maximum performance (200% of target).
|
(5)
|
Represents the fair value of stock option awards on the award date. See our “Share-Based Incentive Plan” Note to the Consolidated Financial Statements included in this Form 10-K for the applicable fiscal year for a discussion of the relevant assumptions used in calculating these values.
|
(6)
|
Represents the cash incentive awards earned in 2017 under the 2017 AIP based on 2017 performance. For Mr. Moser, this amount also includes the long-term incentive cash award of $61,111 earned for the 2017 performance period.
|
(7)
|
“All Other Compensation” column in 2017 included the following:
|
Name
|
Company Contributions to Retirement Plan ($)
(a)
|
Company Contribution to BEP ($)
(b)
|
Value of Life Insurance Premiums ($)
(c)
|
Relocation and Global Mobility ($)
(d)
|
Severance ($)
(e)
|
Total ($)
|
Mr. McDonnell
|
16,200
|
128,807
|
5,553
|
—
|
—
|
150,560
|
Mr. Masanovich
|
16,200
|
37,726
|
990
|
47,364
|
—
|
102,280
|
Mr. Moser
|
16,200
|
42,869
|
660
|
—
|
—
|
59,729
|
Mr. Singhal
|
14,850
|
16,793
|
533
|
81,014
|
—
|
113,190
|
Ms. Stark
|
16,200
|
35,075
|
660
|
—
|
—
|
51,935
|
Mr. Picon
|
11,215
|
—
|
257
|
14,112
|
14,133
|
39,717
|
(a)
|
Represents the amount of all matching and retirement contributions earned under the Company’s 401(k) Savings and Investment Plan.
|
(b)
|
Represents the amount of contributions earned under the BEP component of the DCP.
|
(c)
|
Represents the amount of imputed income from Company-provided life insurance coverage.
|
(d)
|
For Mr. Masanovich, the amount represents relocation expenses ($30,085) and related tax gross up ($17,279). For Mr. Singhal, the amount represents relocation allowance ($10,000), relocation related tax gross up ($3,733), expatriate relocation and assignment expenses ($65,136), and car allowance ($2,145), consistent with our local policy in Spain. For Mr. Picon, the amount represents relocation allowance ($10,000) and relocation related travel expenses ($4,112).
|
(e)
|
Represents a lump sum payment ($8,635) and related tax gross up ($5,498) for Mr. Picon to cover the Company-paid portion of the COBRA health insurance continuation for the period of April 2017 through December 2017.
|
(8)
|
“All Other Compensation” for 2016 was adjusted for Messrs. McDonnell and Moser for corrections to the calculations for Company Contributions to BEP. Mr. McDonnell received $2,192 less than originally reported for 2016 and Mr. Moser received $2,192 more than originally reported for 2016.
|
Name
|
Grant Date
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
(1)
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
(3)
|
All Other Option Awards: Number of Securities Underlying Option (#)
(4)
|
Exercise or Base Price of Option Awards ($/SH)
|
Grant Date Fair Value of Stock and Option Awards ($)
(5)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||
Mr. McDonnell
|
2/10/2017
|
522,500
|
1,045,000
|
2,090,000
|
|
|
|
|
94,580
|
16.80
|
527,756
|
2/10/2017
|
|
|
|
—
|
77,326
|
—
|
|
|
|
1,299,077
|
|
2/22/2017
|
|
|
|
57,865
|
115,729
|
231,458
|
|
|
|
2,072,126
|
|
Mr. Masanovich
|
2/10/2017
|
175,000
|
350,000
|
700,000
|
|
|
|
|
24,889
|
16.80
|
138,881
|
2/10/2017
|
|
|
|
—
|
20,349
|
—
|
|
|
|
341,863
|
|
2/22/2017
|
|
|
|
15,228
|
30,455
|
60,910
|
|
|
|
545,295
|
|
Mr. Moser
|
2/10/2017
|
140,000
|
280,000
|
560,000
|
|
|
|
|
13,274
|
16.80
|
74,069
|
2/10/2017
|
|
|
|
—
|
10,852
|
—
|
|
|
|
182,314
|
|
2/10/2017
|
|
|
|
|
|
|
15,504
|
|
|
260,467
|
|
2/22/2017
|
|
|
|
8,122
|
16,243
|
32,486
|
|
|
|
290,829
|
|
Mr. Singhal
|
3/17/2017
|
123,011
|
246,021
|
492,042
|
|
|
|
|
9,126
|
17.65
|
54,847
|
3/17/2017
|
|
|
|
—
|
28,256
|
—
|
|
|
|
498,718
|
|
3/17/2017
|
|
|
|
8,916
|
17,832
|
35,664
|
|
|
|
354,233
|
|
Ms. Stark
|
2/10/2017
|
143,500
|
287,000
|
574,000
|
|
|
|
|
12,257
|
16.80
|
68,394
|
2/10/2017
|
|
|
|
—
|
10,021
|
—
|
|
|
|
168,353
|
|
2/22/2017
|
|
|
|
7,499
|
14,998
|
29,996
|
|
|
|
268,539
|
|
Mr. Picon
(6)
|
2/10/2017
|
191,250
|
382,500
|
765,000
|
|
|
|
|
12,456
|
16.80
|
69,504
|
2/10/2017
|
|
|
|
—
|
25,894
|
—
|
|
|
|
435,019
|
|
2/22/2017
|
|
|
|
10,364
|
20,728
|
41,456
|
|
|
|
371,132
|
(1)
|
Reflects the incentive opportunities granted in 2017 under the AIP. Actual amounts earned in 2017 by our NEOs are reflected in the Summary Compensation Table. For more information on the 2017 AIP awards, including the applicable performance conditions, please see the “Annual Cash Compensation” section of the CD&A of this Form 10-K.
|
(2)
|
Reflects RSUs and PSUs awarded to our NEOs in 2017. There are no threshold or maximum future payouts under the RSU awards. For more information on the 2017 RSU and PSU awards, including the applicable performance periods and performance conditions, please see the “Long Term Incentives” section of the CD&A of this Form 10-K.
|
(3)
|
Reflects time-based RSU award granted as an additional incentive and vests in two equal installments upon first and second anniversary of the award, generally subject to the NEOs continued employment through the applicable vesting period.
|
(4)
|
Stock options were granted as part of the Company’s annual long-term incentive program and vest over a three-year term in equal annual installments on each anniversary of the award date, generally subject to continued employment through the applicable vesting date.
|
(5)
|
See our “Share-Based Compensation” Note to the Consolidated Financial Statements in this Form 10-K for a discussion of the relevant assumptions used to account for these awards.
|
(6)
|
Mr. Picon’s separated from the Company effective April 28, 2017. Under his award agreements, all equity awards were cancelled upon his separation.
|
(1)
|
Mr. Picon separated from the Company effective April 28, 2017. Under his award agreements, all unvested equity awards were canceled upon his separation, and there were no equity awards outstanding as of December 31, 2017.
|
(2)
|
As shown in the table above, Mr. McDonnell has awards from 2015 and 2017 with remaining unvested stock options listed in this column. All other NEOs have unvested stock options from 2017. Stock options vest and become exercisable in equal installments on the first, second and third anniversary of the grant date. The award made in 2015 has one vesting date remaining. The awards made in 2017 have three vesting dates remaining.
|
(3)
|
The vesting schedule for RSUs and PSUs that have not vested is as follows:
|
Name
|
Grant Date
|
Unvested Shares/Units
|
Vesting Schedule
|
Mr. McDonnell
|
2/11/2016
|
58,588
|
(a)
|
2/11/2016
|
351,528
|
(b)
|
|
2/10/2017
|
51,551
|
(c)
|
|
2/22/2017
|
231,458
|
(d)
|
|
Mr. Masanovich
|
11/11/2016
|
3,272
|
(a)
|
11/11/2016
|
12,572
|
(b
|
|
2/10/2017
|
13,566
|
(c)
|
|
2/22/2017
|
60,910
|
(d)
|
|
Mr. Moser
|
2/11/2016
|
8,681
|
(a)
|
2/11/2016
|
52,082
|
(b)
|
|
2/10/2017
|
7,235
|
(c)
|
|
2/10/2017
|
7,752
|
(e)
|
|
2/22/2017
|
32,486
|
(d)
|
|
Mr. Singhal
|
3/17/2017
|
18,838
|
(c)
|
3/17/2017
|
35,664
|
(d)
|
|
Ms. Stark
|
7/15/2016
|
5,728
|
(a)
|
7/15/2016
|
34,364
|
(b)
|
|
2/10/2017
|
6,681
|
(c)
|
|
2/22/2017
|
29,996
|
(d)
|
(a)
|
RSUs vest one-third each year beginning December 31, 2016; the vesting is contingent upon certification by the Compensation Committee that the applicable performance condition has been achieved. The performance condition operates on a rolling basis with a catch-up feature for each vesting tranche. One-third of such RSUs vested December 31, 2016 and are not included in this table. One-third of such RSUs vested on December 18, 2017 and are not included in this table.
|
(b)
|
PSUs granted for the 2016-2018 performance period vest December 31, 2018 pending certification of certain performance conditions applicable to the 2016-2018 performance period.
|
(c)
|
RSUs vest one-third each year beginning December 31, 2017; the vesting is contingent upon certification by the Compensation Committee that the applicable performance condition has been achieved. One-third of such RSUs vested December 18, 2017 and are not included in this table.
|
(d)
|
PSUs granted for the 2017-2019 performance period vest December 31, 2019 pending certification of certain performance conditions applicable to the 2017-2019 performance period.
|
(e)
|
Time-based RSUs vest in two equal installments in each year on the anniversary of the date of grant. One-half of such RSUs vested December 18, 2017 at the discretion of the Committee and are not included in this table.
|
(4)
|
Represents the product of the stock units and the closing price of our common stock of $29.60 as reported on December 29, 2017.
|
(5)
|
Represents PSUs granted in 2016 and 2017. However, the amount, if any, of these awards that will be paid out will depend upon the actual performance over the full performance period and the Compensation Committee’s certification of performance after completion of each of the performance cycles.
|
Name
|
OPTION AWARDS
|
STOCK AWARDS
|
||
Number of Shares Acquired on Exercise (#)
|
Valued Realized on Exercise ($)
|
Number of Shares Acquired on Vesting (#)
|
Valued Realized on Vesting ($)
(1)
|
|
Mr. McDonnell
|
—
|
—
|
324,587
|
9,639,935
|
Mr. Masanovich
|
—
|
—
|
10,054
|
298,604
|
Mr. Moser
|
—
|
—
|
49,198
|
1,428,078
|
Mr. Singhal
|
—
|
—
|
9,418
|
279,715
|
Ms. Stark
|
—
|
—
|
9,067
|
269,290
|
Mr. Picon
|
—
|
—
|
—
|
—
|
(1)
|
The Value Realized on Vesting of stock awards is calculated by multiplying the number of shares of common stock vested by the Fair Market Value of our common stock on the respective vesting dates and reflects the gross amount realized without netting the value of shares surrendered to satisfy tax withholding obligations.
|
Name
|
Executive Contributions in Last FY
(1)
|
Registrant Contributions in Last FY
(2)
|
Aggregate Earnings in Last FY
|
Aggregate Withdrawals/Distributions
|
Aggregate Balance at Last FYE
(3)
|
||||||||||
Mr. McDonnell
|
$
|
—
|
|
$
|
128,807
|
|
$
|
1,138
|
|
$
|
—
|
|
$
|
165,164
|
|
Mr. Masanovich
|
$
|
—
|
|
$
|
37,726
|
|
$
|
—
|
|
$
|
—
|
|
$
|
37,726
|
|
Mr. Moser
|
$
|
47,485
|
|
$
|
42,869
|
|
$
|
11,599
|
|
$
|
—
|
|
$
|
170,675
|
|
Mr. Singhal
|
$
|
—
|
|
$
|
16,793
|
|
$
|
—
|
|
$
|
—
|
|
$
|
16,793
|
|
Ms. Stark
|
$
|
21,720
|
|
$
|
35,075
|
|
$
|
983
|
|
$
|
—
|
|
$
|
65,414
|
|
Mr. Picon
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
Amount shown reflects deferral of a portion of Mr. Moser’s and Ms. Stark’s salary for 2017, which is included as Salary in the Summary Compensation Table for 2017.
|
(2)
|
Represents the amount of our Company’s contribution for 2017 to the DCP for the BEP component. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table for 2017.
|
(3)
|
Includes amounts reported as compensation for Messrs. McDonnell and Moser in the Summary Compensation Table for previous years.
|
(1)
|
Salary continuation was calculated using the following base salaries for 2017: $950,000 for Mr. McDonnell, $500,000 for Mr. Masanovich, $400,000 for Mr. Moser, $390,000 for Mr. Singhal, and $410,000 for Ms. Stark. This amount would be paid in equal installments based on regularly scheduled payroll periods over the applicable severance period.
|
(2)
|
Target Bonus equals the higher of our NEOs current target or the average of the AIP bonuses paid to the NEOs in the prior three years. This amount will be paid in a lump sum.
|
(3)
|
Awards under the AIP are determined based on a calendar year performance. These amounts reflect the 2017 AIP awards as approved by the Committee.
|
(4)
|
These amounts assume unvested stock options are accelerated and exercised at $29.60, the closing price per share of our common stock on December 29, 2017.
|
(5)
|
The fair market value of acceleration of unvested equity awards shown above is based on the closing price of $29.60 per share of our common stock on December 29, 2017. These amounts represent the value of all unvested RSUs granted in 2016 and 2017; outstanding 2016 and 2017 PSUs are included in this column at performance value.
|
(6)
|
These amounts represent the value of dividend equivalent rights accrued on RSUs and PSUs.
|
(7)
|
This amount represents (a) the maximum outplacement benefits that are available under the Severance Plan of $50,000 for the CEO and $25,000 for other NEOs, and (b) the aggregate amount of cash payments that the NEO would be entitled to receive in lieu of continuation of the NEO’s health care benefits, as they existed on December 31, 2017 for the maximum stated period of time required by the Severance Plan.
|
•
|
the executive officer is offered or agrees to assume another position with our Company or a successor owner of our Company;
|
•
|
the executive officer receives an offer of reemployment with our Company or a successor owner after the executive officer’s termination but before the full payment of severance benefits; and
|
•
|
the executive officer’s termination is due to a voluntary termination or resignation, including retirement, death, disability or the failure to return from a leave of absence.
|
•
|
any outside person or other entity beneficially owns more than 50 percent of all classes of our capital stock that are normally entitled to vote upon the election of our directors;
|
•
|
we sell all or substantially all of our property or assets;
|
•
|
we consolidate or merge with a third party whereby persons who were our stockholders immediately before the consolidation or merger together own less than 60 percent of the voting stock of the surviving entity; or
|
•
|
individuals who constituted our Board of Directors (referred to as the incumbent board) cease to constitute at least a majority of our Board of Directors.
|
•
|
if we or our successor terminates the executive officer’s employment without “cause” within twenty four (24) months (as to our CEO) or eighteen (18) months (as to our other NEOs) after a change in control. “Cause” is generally defined to mean any of the following with respect to an executive officer:
|
•
|
willful or continuous neglect of or refusal to perform duties and responsibilities;
|
•
|
insubordination, dishonesty, fraud, gross neglect or willful malfeasance by the executive officer in the performance of duties and responsibilities;
|
•
|
conviction or entry into a plea of nolo contendere to any felony; and
|
•
|
serious violation of our Company rules or regulations.
|
•
|
if the executive officer terminates employment for “good reason” within twenty-four (24) months (as to our CEO) or eighteen (18) months (as to our other NEOs) after a change in control. “Good reason” is generally defined to mean the occurrence of any of the following without the executive officer’s consent:
|
•
|
any material diminution in the executive officer’s position, authority, duties or responsibilities;
|
•
|
a reduction in the executive officer’s annual base salary or incentive compensation opportunities; and
|
•
|
a material change in the geographic location of the principal place of employment
|
•
|
a release and waiver of any claims against our Company;
|
•
|
non-compete and non-solicit limitations unless otherwise approved by our Board; and
|
•
|
performance or satisfaction of any remaining obligations to our Company.
|
•
|
any person or entity, other than General Cable, its subsidiaries or an employee benefit plan sponsored by General Cable or its subsidiaries, becomes the beneficial owner of more than 35% of our voting stock;
|
•
|
consummation of a sale of all or substantially all of General Cable’s assets or property;
|
•
|
our common stock ceases to be publicly traded;
|
•
|
consummation of a merger or consolidation of General Cable with another corporation following which our stockholders immediately before the transaction own less than 51% of the voting stock of the surviving entity; or
|
•
|
individuals who, as of January 1, 2015, constituted our Board of Directors (referred to as the incumbent board) cease to constitute at least a majority of our Board of Directors. Any individual who becomes a director after such date and whose election or nomination was approved by at least two-thirds of the directors then comprising the incumbent board will be considered a member of the incumbent board. However, no individual who was initially elected as a member of our Board of Directors in connection with an actual or threatened election contest or settlement of an actual or threatened election contest will be considered to be a member of the incumbent board.
|
Name
|
Current Year Annual Incentive ($)
(1)
|
Vesting of Stock Options ($)
(2)
|
Vesting of RSUs and PSUs ($)
(3)
|
Dividend Equivalent Rights ($)
(4)
|
Total ($)
|
Death/Disability
|
|
|
|
|
|
Mr. McDonnell
|
563,347
|
2,378,386
|
7,858,543
|
317,704
|
11,117,980
|
Mr. Masanovich
|
350,513
|
318,579
|
871,253
|
22,222
|
1,562,567
|
Mr. Moser
|
300,410
|
169,907
|
1,374,713
|
52,189
|
1,897,219
|
Mr. Singhal
|
52,376
|
109,056
|
689,562
|
12,580
|
863,574
|
Ms. Stark
|
319,771
|
156,890
|
732,585
|
22,975
|
1,232,221
|
(1)
|
Awards under the AIP are determined based on a calendar year performance. These amounts reflect the 2017 AIP awards as approved by the Committee.
|
(2)
|
These amounts assume unvested stock options are accelerated and exercised at $29.60, the closing price per share of our common stock on December 29, 2017.
|
(3)
|
These amounts represent the value of all unvested RSUs granted in 2016 and 2017 and all outstanding 2016 and 2017 PSUs (at target performance value and prorated for the portion of the completed performance period) with valuation based on $29.60, the closing price per share of our common stock on December 29, 2017.
|
(4)
|
These amounts represent the value of dividend equivalent rights accrued on RSUs and PSUs.
|
|
Amount/Value
|
||
Annual Cash Retainer
|
$
|
100,000
|
|
Annual Cash Retainer for Non-Employee Chairman
|
$
|
185,000
|
|
Annual Equity Award Retainer
|
$
|
130,000
|
|
Annual Equity Award Retainer for Non-Employee Chairman
|
$
|
210,000
|
|
Additional Annual Cash Retainer for Committee Chair
|
|
||
Audit Committee Chair
|
$
|
20,000
|
|
Compensation Committee Chair
|
$
|
15,000
|
|
Corporate Governance Committee Chair
|
$
|
12,500
|
|
Name
|
Fees Earned or Paid in Cash ($)
|
Stock Awards ($)
(2)
|
All Other Compensation ($)
(3)
|
Total ($)
|
Sallie B. Bailey
|
100,000
|
115,630
|
|
215,630
|
Edward Childs Hall, III
|
100,000
|
115,630
|
|
215,630
|
Gregory E. Lawton
|
112,500
|
115,630
|
|
228,130
|
Craig P. Omtvedt
|
115,000
|
115,630
|
|
230,630
|
Patrick M. Prevost
(1)
|
120,000
|
115,630
|
|
235,630
|
John E. Welsh, III
|
185,000
|
186,775
|
300,000
|
671,775
|
(1)
|
Mr. Prevost deferred his 2017 cash fees and annual equity award into our DCP.
|
(2)
|
Represents the grant date fair value of the annual equity award of RSUs made on May 18, 2017 as determined under Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation (“ASC Topic 718”). The following table sets forth the number of outstanding RSUs held by each director as of December 31, 2017.
|
Name
|
RSUs
|
Sallie B. Bailey
|
7,460
|
Edward Childs Hall, III
|
7,460
|
Gregory E. Lawton
|
7,460
|
Craig P. Omtvedt
|
7,460
|
Patrick M. Prevost
(1)
|
7,460
|
John E. Welsh, III
|
12,050
|
(3)
|
Represents special cash payment to Mr. Welsh as noted above under “Additional 2017 Compensation - Board Chairman.”
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name of Beneficial Owner
(1)
|
Amount and Nature of Beneficial Ownership
(1)(2)(3)(4)
|
Percent of Class
(5)
|
|
Non-Employee Directors
|
|
|
|
Sallie B. Bailey
|
25,580
|
*
|
|
Edward Childs Hall, III
|
26,110
|
*
|
|
Gregory E. Lawton
|
68,991
|
*
|
|
Craig P. Omtvedt
|
263,486
|
*
|
|
Patrick M. Prevost
|
34,780
|
*
|
|
John E. Welsh, III
(Chairman of the Board)
|
251,451
|
*
|
|
Named Executive Officers
|
|
|
|
Michael T. McDonnell
|
534,268
|
1.1%
|
|
Matti M. Masanovich
|
17,002
|
*
|
|
Emerson C. Moser
|
54,523
|
*
|
|
Shruti Singhal
|
8,219
|
*
|
|
Leah S. Stark
|
14,506
|
*
|
|
All Directors and Executive Officers, as a Group
|
1,291,220
|
2.6
|
%
|
(1)
|
Beneficial ownership is determined under SEC rules and includes voting or investment power with respect to the shares.
|
•
|
shares of common stock underlying options which are not currently exercisable or not exercisable within 60 days of February 20, 2018, as follows: 180,416 options for Mr. McDonnell; 24,889 options for Mr. Masanovich; 8,849 options for Mr. Moser; 6,084 options for Mr. Singhal; 8,171 options for Ms. Stark and 7,197 options for the other executive officers as a group;
|
•
|
shares of common stock underlying RSUs which have not vested as of February 20, 2018 and will not vest within 60 days of February 20, 2018, as follows: 7,460 RSUs for Ms. Bailey; 7,460 RSUs for Mr. Hall; 7,460 RSUs for Mr. Lawton; 7,460 RSUs for Mr. Omtvedt; 7,460 RSUs for Mr. Prevost; 12,050 RSUs for Mr. Welsh; 110,139 RSUs for Mr. McDonnell; 16,838 RSUs for Mr. Masanovich; 23,668 RSUs for Mr. Moser; 18,838 RSUs for Mr. Singhal; 12,409 RSUs for Ms. Stark; and 18,583 RSUs for the other executive officers as a group; and
|
•
|
shares of common stock underlying PSUs (at target) which have not vested as of February 20, 2018 and will not vest within 60 days of February 20, 2018, as follows: 291,493 PSUs for Mr. McDonnell; 36,741 PSUs for Mr. Masanovich; 42,284 PSUs for Mr. Moser; 17,832 PSUs for Mr. Singhal; 32,180 PSUs for Ms. Stark; and 23,337 PSUs for the other executive officers as a group.
|
(2)
|
Includes shares that could be acquired by the exercise of stock options that are currently exercisable or exercisable within 60 days of February 20, 2018, as follows: 266,249 shares for Mr. McDonnell; 8,296 shares for Mr. Masanovich; 4,424 shares for Mr. Moser; 3,042 shares for Mr. Singhal; 4,085 shares for Ms. Stark; and 3,598 shares for all other executive officers as a group.
|
(3)
|
Includes shares allocated to the beneficial owner’s account in the General Cable Corporation Retirement Savings Plan as follows: 2,157 shares for Mr. Moser and 23 shares for all other executive officers as a group. Shares allocated to a participant’s account in the General Cable Corporation Retirement Savings Plan will be voted by the trustee in accordance with the participant's instructions. If the trustee does not receive instructions as to the voting of particular shares, the trustee will vote such shares in the same proportion to instructions actually received from other participants in the General Cable Corporation Retirement Savings Plan.
|
(4)
|
Includes: (a) deferred shares held under the DCP as follows: 27,411 shares for Mr. Lawton; 14,139 shares for Mr. Omtvedt; 26,070 shares for Mr. Prevost; 109,451 shares for Mr. Welsh and 4 shares for Mr. Moser. Deferred shares allocated to a participant’s account in the DCP will be voted by the trustee in accordance with the participant's instructions. If the trustee does not receive instructions as to the voting of particular deferred shares, the trustee will vote such shares as instructed by the Company.
|
(5)
|
The percentages shown are calculated based on the total outstanding shares on February 20, 2018 of 50,627,503.
|
Name and Business Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
(1)
|
Percent of Class
(2)
|
The Vanguard Group
(3)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
|
4,813,714
|
9.51%
|
BlackRock, Inc.
(4)
55 East 52nd Street
New York, New York 10055
|
6,265,298
|
12.38%
|
Deutsche Bank AG
(5)
Taunusanlage 12
60325 Frankfurt am Main
Federal Republic of Germany
|
3,447,538
|
6.81%
|
The Goldman Sachs Group, Inc.
(6)
200 West Street
New York, New York 10282
|
2,637,798
|
5.21%
|
(1)
|
Beneficial ownership is determined under SEC rules and includes voting or investment power with respect to the shares.
|
(2)
|
The percentages shown are calculated based on the total outstanding shares on February 20, 2018 of 50,627,503.
|
(3)
|
Based solely on a Schedule 13G filed with the SEC on February 9, 2018 by The Vanguard Group (“Vanguard”). Of the shares listed, Vanguard has sole power to vote 94,531 shares, shared power to vote 9,200 shares, and sole dispositive power over 4,714,783 shares and shared dispositive power over 98,931 shares.
|
(4)
|
Based solely on a Schedule 13G/A filed with the SEC on January 19, 2018 by BlackRock, Inc. (“BlackRock”). Of the shares listed, BlackRock has sole power to vote 6,133,812 shares and sole dispositive power over 6,265,298 shares.
|
(5)
|
Based solely on a Schedule 13G filed with the SEC on February 14, 2018
by Deutsche Bank AG and its subsdiaries and affiliates (""Deutsche Bank"). Of the shares listed, Deutsche Bank has sole power to vote 3,404,594 shares and sole dispositive power over 3,447,538 shares.
|
(6)
|
Based solely on a Schedule 13G filed with the SEC on February 12, 2018 by The Goldman Sachs Group, Inc. ("Goldman"). Of the shares listed, Goldman has shared voting power to vote 2,637,798 shares and shared dispositive power over 2,637,798 shares.
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
|
Weighted-average exercise price of outstanding options, warrants and right
(2)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
|
||||||||||||||
Shareholder approved plans
(1)
|
|
2,262,700
|
|
|
|
$
|
30.75
|
|
|
|
4,124,700
|
|
|
|||||||
Non-shareholder approved plans
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Total
|
|
2,262,700
|
|
|
|
$
|
30.75
|
|
|
|
4,124,700
|
|
|
(1)
|
Includes 1,115,200 outstanding stock options, 688,100 RSUs, and 459,400 PSUs, which were reported at the maximum 200% payout rate.
|
(2)
|
The weighted average exercise price is based only on outstanding stock options.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
•
|
the related person’s relationship to the Company and interest in the transaction;
|
•
|
material facts of the proposed transaction, including the proposed aggregate value of the transaction;
|
•
|
benefits to the Company of the proposed transaction;
|
•
|
availability of other sources of comparable products or services;
|
•
|
an assessment of whether the proposed transaction is on terms that are comparable to terms available to an unrelated third party or to employees generally; and
|
•
|
any effect on a director’s independence if the transaction involves a director.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
Fiscal Year Ended
|
|||||||
Services Rendered
(1)
|
2017
|
|
2016
|
|||||
Audit Fees
(2)
|
$
|
4,546,000
|
|
|
$
|
4,683,000
|
|
|
Audit-related Fees
(3)
|
138,000
|
|
|
100,000
|
|
|
||
Tax Fees
(4)
|
400,000
|
|
|
373,000
|
|
|
||
All Other Fees
(5)
|
—
|
|
|
20,000
|
|
|
||
Total
|
$
|
5,084,000
|
|
|
$
|
5,176,000
|
|
|
(2)
|
Includes foreign and statutory audit fees and reviews of registration statements, including related consents and comfort letters.
|
(3)
|
Includes employee benefit plan audits and consultation concerning financial accounting and reporting standards.
|
(4)
|
Includes fees for tax compliance, advisory services and planning.
|
(5)
|
Includes fees associated with training and permissible advisory services.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|
(a) Documents filed, or furnished as applicable, as part of the 2017 Annual Report on Form 10-K:
|
|
1. Consolidated Financial Statements are included in Part II, Item 8 - Financial Statements and Supplementary Data.
|
|
2. Financial Statement Schedule filed herewith for 2017, 2016 and 2015:
|
|
II. Valuation and Qualifying Accounts Page 148
|
|
All other schedules for which provisions are made in the applicable SEC regulation have been omitted as they are not applicable, not required, or the required information is included in the Consolidated Financial Statements or Notes thereto.
|
|
3. The exhibits listed on the accompanying Exhibit Index are filed or furnished, as applicable, herewith or incorporated herein by reference.
|
|
Documents indicated by a double asterisk (**) are filed or furnished, as applicable, herewith; documents indicated by an asterisk (*) identify each management contract or compensatory plan. Documents not indicated by a double asterisk are incorporated by reference to the document indicated. The warranties, representations and covenants contained in any of the agreements included herein or which appear as exhibits hereto (or as exhibits, schedules, annexes or other attachments thereto) should not be relied upon by buyers, sellers or holders of the Company’s securities and are not intended as warranties, representations or covenants to any individual or entity except as specifically set forth in such agreement.
|
|
Exhibit Number
|
Description
|
*
|
|
Management contract or compensatory plan.
|
**
|
|
Filed or furnished, as applicable, herewith.
|
(†)
|
|
Certain portions of this agreement have been omitted pursuant to a confidential treatment request filed separately with the SEC on January 22, 2014.
|
(††)
|
|
Certain portions of this agreement have been omitted pursuant to a confidential treatment request filed separately with the SEC on August 1, 2014.
|
(†††)
|
|
Certain portions of this agreement have been omitted pursuant to a confidential treatment request filed separately with the SEC on August 3, 2017.
|
|
|
General Cable Corporation
|
|
||
|
|
|
|
|
|
Signed:
|
February 28, 2018
|
By:
|
/s/ MICHAEL T. MCDONNELL
|
|
|
|
|
|
Michael T. McDonnell
|
|
|
|
|
|
President and Chief Executive Officer
|
|
/s/ MICHAEL T. MCDONNELL
|
|
President, Chief Executive Officer and Director
|
|
February 28, 2018
|
Michael T. McDonnell
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ MATTI M. MASANOVICH
|
|
Senior Vice President and Chief Financial Officer
|
|
February 28, 2018
|
Matti M. Masanovich
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ LEONARD R. TEXTER
|
|
Senior Vice President and Global Controller
|
|
February 28, 2018
|
Leonard R. Texter
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JOHN E. WELSH, III*
|
|
Non-executive Chairman and Director
|
|
February 28, 2018
|
John E. Welsh, III
|
|
|
|
|
|
|
|
|
|
/s/ SALLIE B. BAILEY*
|
|
Director
|
|
February 28, 2018
|
Sallie B. Bailey
|
|
|
|
|
|
|
|
|
|
/s/ NED HALL*
|
|
Director
|
|
February 28, 2018
|
Ned Hall
|
|
|
|
|
|
|
|
|
|
/s/ GREGORY E. LAWTON*
|
|
Director
|
|
February 28, 2018
|
Gregory E. Lawton
|
|
|
|
|
|
|
|
|
|
/s/ CRAIG P. OMTVEDT*
|
|
Director
|
|
February 28, 2018
|
Craig P. Omtvedt
|
|
|
|
|
|
|
|
|
|
/s/ PATRICK M. PREVOST*
|
|
Director
|
|
February 28, 2018
|
Patrick M. Prevost
|
|
|
|
|
* By
|
/s/ EMERSON C. MOSER
|
|
|
Emerson C. Moser
|
|
|
Attorney - in - fact
|
|
|
Year Ended
|
||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Net sales
|
$
|
3,837.2
|
|
|
$
|
3,858.4
|
|
|
$
|
4,514.5
|
|
Cost of sales
|
3,411.1
|
|
|
3,451.3
|
|
|
4,082.1
|
|
|||
Gross profit
|
426.1
|
|
|
407.1
|
|
|
432.4
|
|
|||
Selling, general and administrative expenses
|
416.8
|
|
|
408.9
|
|
|
412.3
|
|
|||
Goodwill impairment charges
|
—
|
|
|
9.0
|
|
|
3.9
|
|
|||
Intangible asset impairment charges
|
—
|
|
|
7.5
|
|
|
1.7
|
|
|||
Operating income (loss)
|
9.3
|
|
|
(18.3
|
)
|
|
14.5
|
|
|||
Other income (expense)
|
28.5
|
|
|
7.2
|
|
|
(71.3
|
)
|
|||
Interest income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(78.7
|
)
|
|
(89.5
|
)
|
|
(97.0
|
)
|
|||
Interest income
|
2.0
|
|
|
2.5
|
|
|
2.7
|
|
|||
|
(76.7
|
)
|
|
(87.0
|
)
|
|
(94.3
|
)
|
|||
Income (loss) before income taxes
|
(38.9
|
)
|
|
(98.1
|
)
|
|
(151.1
|
)
|
|||
Income tax (provision) benefit
|
(15.8
|
)
|
|
3.7
|
|
|
14.8
|
|
|||
Equity in net earnings of affiliated companies
|
—
|
|
|
0.9
|
|
|
0.5
|
|
|||
Net income (loss) including noncontrolling interest
|
(54.7
|
)
|
|
(93.5
|
)
|
|
(135.8
|
)
|
|||
Less: net income (loss) attributable to noncontrolling interest
|
1.9
|
|
|
0.3
|
|
|
(13.9
|
)
|
|||
Net income (loss) attributable to Company common shareholders
|
$
|
(56.6
|
)
|
|
$
|
(93.8
|
)
|
|
$
|
(121.9
|
)
|
Earnings (loss) per share - Net income (loss) attributable to Company common shareholders per common share
|
|
|
|
|
|
||||||
Earnings (loss) per common share-basic
|
$
|
(1.13
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(2.49
|
)
|
Earnings (loss) per common share-assuming dilution
|
$
|
(1.13
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(2.49
|
)
|
Dividends per common share
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
Comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(54.7
|
)
|
|
$
|
(93.5
|
)
|
|
$
|
(135.8
|
)
|
Currency translation gain (loss)
|
72.9
|
|
|
47.9
|
|
|
(100.2
|
)
|
|||
Defined benefit plan adjustments, net of tax of $7.7 million in 2017, $3.6 million in 2016 and $7.2 million in 2015
|
(6.0
|
)
|
|
6.6
|
|
|
15.1
|
|
|||
Comprehensive income (loss), net of tax
|
$
|
12.2
|
|
|
$
|
(39.0
|
)
|
|
$
|
(220.9
|
)
|
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
13.2
|
|
|
1.0
|
|
|
(22.2
|
)
|
|||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(1.0
|
)
|
|
$
|
(40.0
|
)
|
|
$
|
(198.7
|
)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
84.7
|
|
|
$
|
101.1
|
|
Receivables, net of allowances of $19.2 million in 2017 and $20.2 million in 2016
|
714.2
|
|
|
664.5
|
|
||
Inventories
|
736.1
|
|
|
768.2
|
|
||
Prepaid expenses and other
|
60.0
|
|
|
65.4
|
|
||
Total current assets
|
1,595.0
|
|
|
1,599.2
|
|
||
Property, plant and equipment, net
|
530.3
|
|
|
529.3
|
|
||
Deferred income taxes
|
7.9
|
|
|
20.4
|
|
||
Goodwill
|
11.0
|
|
|
12.0
|
|
||
Intangible assets, net
|
23.3
|
|
|
28.3
|
|
||
Unconsolidated affiliated companies
|
0.2
|
|
|
9.0
|
|
||
Other non-current assets
|
67.6
|
|
|
43.4
|
|
||
Total assets
|
$
|
2,235.3
|
|
|
$
|
2,241.6
|
|
Liabilities and Total Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
437.5
|
|
|
$
|
414.0
|
|
Accrued liabilities
|
308.8
|
|
|
419.6
|
|
||
Current portion of long-term debt
|
46.9
|
|
|
67.5
|
|
||
Total current liabilities
|
793.2
|
|
|
901.1
|
|
||
Long-term debt
|
1,038.8
|
|
|
871.1
|
|
||
Deferred income taxes
|
108.6
|
|
|
126.7
|
|
||
Other liabilities
|
162.9
|
|
|
173.8
|
|
||
Total liabilities
|
2,103.5
|
|
|
2,072.7
|
|
||
Commitments and Contingencies (See Note 19)
|
|
|
|
|
|||
Total Equity:
|
|
|
|
||||
Common stock, $0.01 par value, issued and outstanding shares:
|
|
|
|
||||
2017 — 50,583,870 (net of 8,054,826 treasury shares)
2016 — 49,390,850 (net of 9,419,116 treasury shares) |
0.6
|
|
|
0.6
|
|
||
Additional paid-in capital
|
706.6
|
|
|
711.0
|
|
||
Treasury stock
|
(151.9
|
)
|
|
(169.9
|
)
|
||
Retained earnings (deficit)
|
(195.3
|
)
|
|
(102.2
|
)
|
||
Accumulated other comprehensive income (loss)
|
(230.8
|
)
|
|
(286.4
|
)
|
||
Total Company shareholders’ equity
|
129.2
|
|
|
153.1
|
|
||
Noncontrolling interest
|
2.6
|
|
|
15.8
|
|
||
Total equity
|
131.8
|
|
|
168.9
|
|
||
Total liabilities and equity
|
$
|
2,235.3
|
|
|
$
|
2,241.6
|
|
|
Year Ended
|
||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Cash flows of operating activities:
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interest
|
$
|
(54.7
|
)
|
|
$
|
(93.5
|
)
|
|
$
|
(135.8
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
73.9
|
|
|
86.0
|
|
|
96.4
|
|
|||
Foreign currency exchange (gain) loss
|
3.4
|
|
|
0.6
|
|
|
61.4
|
|
|||
Non-cash asset impairment charges
|
2.3
|
|
|
59.5
|
|
|
67.3
|
|
|||
Non-cash interest charges
|
4.0
|
|
|
5.0
|
|
|
3.6
|
|
|||
Deferred income taxes
|
(12.1
|
)
|
|
(22.7
|
)
|
|
(24.4
|
)
|
|||
Venezuela deconsolidation charge
|
—
|
|
|
—
|
|
|
12.0
|
|
|||
(Gain) loss on disposal of subsidiaries
|
71.9
|
|
|
(25.6
|
)
|
|
(5.1
|
)
|
|||
(Gain) loss on disposal of property
|
(1.4
|
)
|
|
2.1
|
|
|
2.5
|
|
|||
Changes in operating assets and liabilities, net of effect of divestitures:
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
(25.3
|
)
|
|
11.2
|
|
|
133.5
|
|
|||
(Increase) decrease in inventories
|
18.1
|
|
|
52.6
|
|
|
34.0
|
|
|||
(Increase) decrease in other assets
|
6.4
|
|
|
7.3
|
|
|
23.0
|
|
|||
Increase (decrease) in accounts payable
|
7.8
|
|
|
2.8
|
|
|
(37.6
|
)
|
|||
Increase (decrease) in accrued and other liabilities
|
(133.3
|
)
|
|
70.9
|
|
|
(31.1
|
)
|
|||
Net cash flows of operating activities
|
(39.0
|
)
|
|
156.2
|
|
|
199.7
|
|
|||
Cash flows of investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(85.4
|
)
|
|
(84.1
|
)
|
|
(61.5
|
)
|
|||
Proceeds from properties sold
|
11.9
|
|
|
1.5
|
|
|
1.8
|
|
|||
Reduction of cash due to Venezuela deconsolidation
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|||
Disposal of subsidiaries, net of cash disposed of
|
2.2
|
|
|
81.8
|
|
|
78.4
|
|
|||
Investment in restricted cash
|
(10.0
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(0.1
|
)
|
|
0.2
|
|
|
—
|
|
|||
Net cash flows of investing activities
|
(81.4
|
)
|
|
(0.6
|
)
|
|
10.5
|
|
|||
Cash flows of financing activities:
|
|
|
|
|
|
||||||
Dividends paid to shareholders
|
(37.4
|
)
|
|
(35.6
|
)
|
|
(35.3
|
)
|
|||
Proceeds from debt
|
2,101.1
|
|
|
1,516.2
|
|
|
2,945.5
|
|
|||
Repayments of debt
|
(1,967.3
|
)
|
|
(1,635.2
|
)
|
|
(3,167.2
|
)
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
(18.0
|
)
|
|
—
|
|
|||
Dividends paid to noncontrolling interest
|
—
|
|
|
(0.1
|
)
|
|
(2.5
|
)
|
|||
Proceeds from sale leaseback transaction
|
—
|
|
|
6.2
|
|
|
—
|
|
|||
Impact of stock options and other
|
2.1
|
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|||
Net cash flows of financing activities
|
98.5
|
|
|
(166.9
|
)
|
|
(260.1
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
5.5
|
|
|
—
|
|
|
(43.5
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(16.4
|
)
|
|
(11.3
|
)
|
|
(93.4
|
)
|
|||
Cash and cash equivalents — beginning of year
|
101.1
|
|
|
112.4
|
|
|
205.8
|
|
|||
Cash and cash equivalents — end of year
|
$
|
84.7
|
|
|
$
|
101.1
|
|
|
$
|
112.4
|
|
Supplemental Information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income tax payments
|
$
|
9.6
|
|
|
$
|
16.3
|
|
|
$
|
13.6
|
|
Interest paid
|
$
|
75.5
|
|
|
$
|
81.4
|
|
|
$
|
87.1
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable
|
$
|
10.3
|
|
|
$
|
24.1
|
|
|
$
|
13.3
|
|
|
|
|
General Cable Total Equity
|
|
|
|||||||||||||||||||||||||||||
|
Total
|
|
Common
Stock
|
|
Add’l
Paid in
|
|
Treasury
|
|
Retained
|
|
Accumulated Other
Comprehensive
|
|
Total GCC
|
|
Noncontrolling
|
|||||||||||||||||||
|
Equity
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stock
|
|
Earnings/(Deficit)
|
|
Income/(Loss)
|
|
Equity
|
|
Interest
|
|||||||||||||||||
Balance, December 31, 2014
|
$
|
513.2
|
|
|
48,683
|
|
|
$
|
0.6
|
|
|
$
|
714.8
|
|
|
$
|
(184.3
|
)
|
|
$
|
184.4
|
|
|
$
|
(263.4
|
)
|
|
$
|
452.1
|
|
|
$
|
61.1
|
|
Comprehensive income (loss)
|
(220.9
|
)
|
|
|
|
|
|
|
|
|
|
(121.9
|
)
|
|
(76.8
|
)
|
|
(198.7
|
)
|
|
(22.2
|
)
|
||||||||||||
Common stock dividend ($0.72 per share)
|
(35.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35.3
|
)
|
|
|
|
|
(35.3
|
)
|
|
|
|
||||||||
Sale of subsidiaries - noncontrolling interest
|
(21.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(21.5
|
)
|
|||||||||
Stock option and RSU expense
|
7.5
|
|
|
|
|
|
|
|
|
7.5
|
|
|
|
|
|
|
|
|
|
|
7.5
|
|
|
|
|
|||||||||
Exercise of stock options
|
0.2
|
|
|
18
|
|
|
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|||||||||
Treasury shares related to nonvested stock vesting
|
(0.7
|
)
|
|
(56
|
)
|
|
|
|
|
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
(0.7
|
)
|
|
|
|
|||||||||
Excess tax benefits (deficiencies) from stock-based compensation
|
(1.7
|
)
|
|
|
|
|
|
|
|
(1.7
|
)
|
|
|
|
|
|
|
|
|
|
(1.7
|
)
|
|
|
|
|||||||||
Dividends paid to noncontrolling interest
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(2.5
|
)
|
|||||||||
Other
|
4.6
|
|
|
263
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|||||||||
Balance, December 31, 2015
|
$
|
242.9
|
|
|
48,908
|
|
|
$
|
0.6
|
|
|
$
|
720.5
|
|
|
$
|
(180.1
|
)
|
|
$
|
27.2
|
|
|
$
|
(340.2
|
)
|
|
$
|
228.0
|
|
|
$
|
14.9
|
|
Comprehensive income (loss)
|
(39.0
|
)
|
|
|
|
|
|
|
|
|
|
(93.8
|
)
|
|
53.8
|
|
|
(40.0
|
)
|
|
1.0
|
|
||||||||||||
Common stock dividend ($0.72 per share)
|
(35.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35.6
|
)
|
|
|
|
|
(35.6
|
)
|
|
|
|
||||||||
Stock option and RSU expense
|
5.4
|
|
|
|
|
|
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|
|
5.4
|
|
|
|
|
|||||||||
Exercise of stock options
|
1.2
|
|
|
60
|
|
|
|
|
|
0.1
|
|
|
1.1
|
|
|
|
|
|
|
|
1.2
|
|
|
|
|
|||||||||
Excess tax benefits (deficiencies) from stock-based compensation
|
(5.0
|
)
|
|
|
|
|
|
|
|
(5.0
|
)
|
|
|
|
|
|
|
|
|
|
(5.0
|
)
|
|
|
|
|||||||||
Dividends paid to noncontrolling interest
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||||
Other
|
(0.9
|
)
|
|
423
|
|
|
|
|
|
(10.0
|
)
|
|
9.1
|
|
|
|
|
|
|
|
(0.9
|
)
|
|
|
|
|||||||||
Balance, December 31, 2016
|
$
|
168.9
|
|
|
49,391
|
|
|
$
|
0.6
|
|
|
$
|
711.0
|
|
|
$
|
(169.9
|
)
|
|
$
|
(102.2
|
)
|
|
$
|
(286.4
|
)
|
|
$
|
153.1
|
|
|
$
|
15.8
|
|
Comprehensive income (loss)
|
12.2
|
|
|
|
|
|
|
|
|
|
|
(56.6
|
)
|
|
55.6
|
|
|
(1.0
|
)
|
|
13.2
|
|
||||||||||||
Common stock dividend ($0.72 per share)
|
(37.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(37.4
|
)
|
|
|
|
|
(37.4
|
)
|
|
|
|
||||||||
Sale of subsidiaries - noncontrolling interest
|
(26.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(26.4
|
)
|
||||||||
Stock option and RSU expense
|
10.6
|
|
|
|
|
|
|
|
|
10.6
|
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
|
|
|
||||||||
Exercise of stock options
|
10.0
|
|
|
470
|
|
|
|
|
|
1.5
|
|
|
8.5
|
|
|
|
|
|
|
|
|
10.0
|
|
|
|
|
||||||||
Other
|
(6.1
|
)
|
|
723
|
|
|
|
|
|
(16.5
|
)
|
|
9.5
|
|
|
0.9
|
|
|
|
|
|
(6.1
|
)
|
|
|
|
||||||||
Balance, December 31, 2017
|
$
|
131.8
|
|
|
50,584
|
|
|
$
|
0.6
|
|
|
$
|
706.6
|
|
|
$
|
(151.9
|
)
|
|
$
|
(195.3
|
)
|
|
$
|
(230.8
|
)
|
|
$
|
129.2
|
|
|
$
|
2.6
|
|
Entity
|
|
Sale / Closure
|
|
Sale / Closure Date
|
|
Gross Proceeds
|
|
Pre-tax Gain / (Loss)
(1)
|
||||
New Zealand
(2)
|
|
Closure
|
|
Fourth Quarter 2017
|
|
$
|
10.3
|
|
|
$
|
5.4
|
|
China
(3)
|
|
Sale
|
|
Third Quarter 2017
|
|
8.8
|
|
|
(19.9
|
)
|
||
Australia
|
|
Closure
|
|
Second Quarter 2017
|
|
—
|
|
|
(4.2
|
)
|
||
Pakistan
|
|
Sale
|
|
First Quarter 2017
|
|
5.3
|
|
|
(3.5
|
)
|
||
India
|
|
Sale
|
|
First Quarter 2016
|
|
10.8
|
|
|
1.6
|
|
||
Thailand
|
|
Sale
|
|
Third Quarter 2015
|
|
88.0
|
|
|
16.1
|
|
||
Fiji
|
|
Sale
|
|
First Quarter 2015
|
|
9.3
|
|
|
(2.6
|
)
|
||
Keystone
|
|
Sale
|
|
First Quarter 2015
|
|
11.0
|
|
|
3.6
|
|
||
PDP and PDEP
|
|
Sale
|
|
Fourth Quarter 2014
|
|
67.1
|
|
|
17.6
|
|
(1)
|
The pre-tax gain / (loss) for each sale or liquidation was recorded in the SG&A expenses caption of the Consolidated Statements of Operations and Comprehensive Income (Loss); the pre-tax gain / (loss) includes the reclassification of foreign currency translation adjustments upon sale or liquidation of the entity. The aggregate net pre-tax loss on the reclassification of foreign currency translation adjustments upon sale or liquidation of the Asia Pacific divestiture entities is
$46.9 million
.
|
(2)
|
The pre-tax gain includes a reclassification of foreign currency translation adjustments upon the substantially complete liquidation of the entity of
$0.9 million
and a pre-tax gain on the sale of the land and building of
$4.5 million
.
|
(3)
|
In the fourth quarter of 2016, the Company updated its strategic path forward based on the current business environment and economic challenges for its China business. In anticipation of a prolonged sales process given the challenging environment, the Company's updated internal projections (based on a probability weighted cash flows approach), resulted in a long-lived asset impairment loss recorded in cost of sales of
$11.0 million
in the fourth quarter of 2016. The Company continued to pursue process improvement initiatives through the first half of 2017; however, in the third quarter of 2017, the Company completed an accelerated sale of China, recognizing a pre-tax loss of
$19.9 million
.
|
Entity
|
|
Sale / Closure
|
|
Sale / Closure Date
|
|
Gross Proceeds
|
|
Pre-tax Gain (Loss)
(1)
|
||||
Algeria
|
|
Sale
|
|
Second Quarter 2017
|
|
$
|
3.8
|
|
|
$
|
(38.0
|
)
|
South Africa - Durban
|
|
Closure
|
|
Fourth Quarter 2016
|
|
—
|
|
|
1.6
|
|
||
South Africa - National Cables
|
|
Closure
|
|
Fourth Quarter 2016
|
|
—
|
|
|
(29.4
|
)
|
||
Zambia
|
|
Sale
|
|
Third Quarter 2016
|
|
9.8
|
|
|
(14.4
|
)
|
||
Egypt
|
|
Sale
|
|
Second Quarter 2016
|
|
5.8
|
|
|
(8.4
|
)
|
(1)
|
The pre-tax gain / (loss) for each sale or liquidation was recorded in the SG&A expenses caption of the Consolidated Statements of Operations and Comprehensive Income (Loss); the pre-tax gain / (loss) includes the reclassification of foreign currency translation adjustments upon sale or liquidation of the entity. The aggregate pre-tax loss on the reclassification of foreign currency translation adjustments upon sale or liquidation of the Africa divestiture entities is
$79.4 million
.
|
|
North America
|
Europe
|
Latin America
|
Total
|
||||||||
Costs incurred 2015 - Cost of sales
|
$
|
0.1
|
|
$
|
5.0
|
|
$
|
1.7
|
|
$
|
6.8
|
|
Costs incurred 2015 - SG&A
|
—
|
|
1.7
|
|
0.1
|
|
1.8
|
|
||||
Total costs incurred, December 31, 2015
|
$
|
0.1
|
|
$
|
6.7
|
|
$
|
1.8
|
|
$
|
8.6
|
|
Costs incurred 2016 - Cost of sales
|
$
|
7.4
|
|
$
|
10.5
|
|
$
|
2.6
|
|
$
|
20.5
|
|
Costs incurred 2016 - SG&A
|
41.3
|
|
3.2
|
|
0.8
|
|
45.3
|
|
||||
Total costs incurred, December 31, 2016
|
$
|
48.7
|
|
$
|
13.7
|
|
$
|
3.4
|
|
$
|
65.8
|
|
Costs incurred 2017 - Cost of sales
|
$
|
6.9
|
|
$
|
0.1
|
|
$
|
0.3
|
|
$
|
7.3
|
|
Costs incurred 2017 - SG&A
|
24.6
|
|
1.1
|
|
—
|
|
25.7
|
|
||||
Total costs incurred, December 31, 2017
|
$
|
31.5
|
|
$
|
1.2
|
|
$
|
0.3
|
|
$
|
33.0
|
|
Total aggregate costs to date
|
$
|
80.3
|
|
$
|
21.6
|
|
$
|
5.5
|
|
$
|
107.4
|
|
|
Employee Separation Costs
|
Asset-Related Costs
|
Other Costs
|
Total
|
||||||||
Balance, December 31, 2015
|
$
|
1.3
|
|
$
|
—
|
|
$
|
3.2
|
|
$
|
4.5
|
|
Net provisions
|
$
|
10.5
|
|
$
|
19.4
|
|
$
|
35.9
|
|
$
|
65.8
|
|
Net benefits charged against the assets and other
|
—
|
|
(19.4
|
)
|
(0.7
|
)
|
(20.1
|
)
|
||||
Payments
|
(5.8
|
)
|
—
|
|
(25.0
|
)
|
(30.8
|
)
|
||||
Foreign currency translation
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
(0.2
|
)
|
||||
Balance, December 31, 2016
|
$
|
5.9
|
|
$
|
—
|
|
$
|
13.3
|
|
$
|
19.2
|
|
Net provisions
|
$
|
2.7
|
|
$
|
2.4
|
|
$
|
27.9
|
|
$
|
33.0
|
|
Net benefits charged against the assets and other
|
—
|
|
(2.4
|
)
|
(0.2
|
)
|
(2.6
|
)
|
||||
Payments
|
(7.6
|
)
|
—
|
|
(39.7
|
)
|
(47.3
|
)
|
||||
Foreign currency translation
|
0.2
|
|
—
|
|
0.5
|
|
0.7
|
|
||||
Balance, December 31, 2017
|
$
|
1.2
|
|
$
|
—
|
|
$
|
1.8
|
|
$
|
3.0
|
|
Total aggregate costs to date
|
$
|
15.4
|
|
$
|
23.7
|
|
$
|
68.3
|
|
$
|
107.4
|
|
|
North America
|
Europe
|
Latin America
|
Africa/Asia Pacific
|
Total
|
||||||||||
Costs incurred 2015 - Cost of sales
|
$
|
6.4
|
|
$
|
7.4
|
|
$
|
3.4
|
|
$
|
(0.1
|
)
|
$
|
17.1
|
|
Costs incurred 2015 - SG&A
|
5.5
|
|
14.7
|
|
4.5
|
|
0.2
|
|
24.9
|
|
|||||
Total costs incurred, December 31, 2015
|
$
|
11.9
|
|
$
|
22.1
|
|
$
|
7.9
|
|
$
|
0.1
|
|
$
|
42.0
|
|
Costs incurred 2016 - Cost of sales
|
$
|
5.7
|
|
$
|
0.7
|
|
$
|
1.7
|
|
$
|
—
|
|
$
|
8.1
|
|
Costs incurred 2016 - SG&A
|
0.3
|
|
2.0
|
|
1.2
|
|
—
|
|
3.5
|
|
|||||
Total costs incurred, December 31, 2016
|
$
|
6.0
|
|
$
|
2.7
|
|
$
|
2.9
|
|
$
|
—
|
|
$
|
11.6
|
|
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
Raw materials
|
|
$
|
175.8
|
|
|
$
|
170.7
|
|
Work in process
|
|
131.8
|
|
|
130.3
|
|
||
Finished goods
|
|
428.5
|
|
|
467.2
|
|
||
Total
|
|
$
|
736.1
|
|
|
$
|
768.2
|
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
Land
|
$
|
44.0
|
|
|
$
|
44.7
|
|
Buildings and leasehold improvements
|
223.4
|
|
|
206.5
|
|
||
Machinery, equipment and office furnishings
|
755.8
|
|
|
714.4
|
|
||
Construction in progress
|
39.0
|
|
|
53.5
|
|
||
Total — gross book value
|
1,062.2
|
|
|
1,019.1
|
|
||
Less accumulated depreciation
|
(531.9
|
)
|
|
(489.8
|
)
|
||
Total — net book value
|
$
|
530.3
|
|
|
$
|
529.3
|
|
|
Goodwill
|
|
Indefinite-lived intangible assets — Trade names
|
||||||||||||||||||||||||
|
North
America
|
|
Latin America
|
|
Africa/Asia Pacific
|
|
Total
|
|
North
America
|
|
Europe
|
|
Total
|
||||||||||||||
Balance, December 31, 2015
|
$
|
16.5
|
|
|
$
|
3.9
|
|
|
$
|
1.8
|
|
|
$
|
22.2
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
Currency translation and other adjustments
|
(1.0
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(1.2
|
)
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||||
Goodwill and indefinite-lived asset impairment
|
(7.4
|
)
|
|
—
|
|
|
(1.6
|
)
|
|
(9.0
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||||
Balance, December 31, 2016
|
$
|
8.1
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
12.0
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
Currency translation and other adjustments
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||||
Goodwill and indefinite-lived asset impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, December 31, 2017
|
$
|
7.1
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
11.0
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
0.7
|
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
Amortized intangible assets:
|
|
|
|
||||
Amortized intangible assets
|
$
|
108.9
|
|
|
$
|
108.9
|
|
Accumulated amortization
|
(89.8
|
)
|
|
(85.0
|
)
|
||
Foreign currency translation adjustment
|
(5.1
|
)
|
|
(5.2
|
)
|
||
Total Amortized intangible assets
|
$
|
14.0
|
|
|
$
|
18.7
|
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
Payroll related accruals
|
$
|
68.0
|
|
|
$
|
79.1
|
|
Customers deposits and prepayments
|
56.1
|
|
|
63.6
|
|
||
Taxes other than income
|
18.5
|
|
|
20.0
|
|
||
Customer rebates
|
32.4
|
|
|
29.4
|
|
||
Insurance claims and related expenses
|
6.9
|
|
|
13.4
|
|
||
Current income tax liabilities
|
19.3
|
|
|
4.8
|
|
||
Restructuring reserve
|
3.0
|
|
|
23.7
|
|
||
SEC and DOJ settlements
|
—
|
|
|
82.3
|
|
||
Other accrued liabilities
|
104.6
|
|
|
103.3
|
|
||
Total
|
$
|
308.8
|
|
|
$
|
419.6
|
|
(in millions)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
North America
|
|
|
|
|
||||
5.75% Senior Notes
|
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Subordinated Convertible Notes
|
|
429.5
|
|
|
429.5
|
|
||
Debt discount
|
|
(253.1
|
)
|
|
(255.6
|
)
|
||
Debt issuance costs
|
|
(9.1
|
)
|
|
(10.6
|
)
|
||
Revolving Credit Facility
|
|
219.9
|
|
|
75.9
|
|
||
Other
|
|
9.0
|
|
|
9.0
|
|
||
Europe
|
|
|
|
|
||||
Revolving Credit Facility
|
|
39.6
|
|
|
—
|
|
||
Other
|
|
5.3
|
|
|
7.4
|
|
||
Latin America credit facilities
|
|
44.6
|
|
|
82.4
|
|
||
Africa/Asia Pacific credit facilities
|
|
—
|
|
|
0.6
|
|
||
Total debt
|
|
1,085.7
|
|
|
938.6
|
|
||
Less current maturities
|
|
46.9
|
|
|
67.5
|
|
||
Long-term debt
|
|
$
|
1,038.8
|
|
|
$
|
871.1
|
|
|
|
5.75% Senior Notes
|
||||||
(in millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Face Value
|
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Debt issuance costs
|
|
(5.8
|
)
|
|
(7.0
|
)
|
||
Book value
|
|
594.2
|
|
|
593.0
|
|
||
Fair Value (Level 1)
|
|
619.7
|
|
|
579.0
|
|
||
Stated Interest Rate
|
|
5.75
|
%
|
|
5.75
|
%
|
||
Interest Payment
|
|
Semi-Annual: Apr 1 & Oct 1
|
||||||
Maturity Date
|
|
October 2022
|
||||||
Guarantee
|
|
Jointly and severally guaranteed by the Company's wholly owned U.S. subsidiaries
|
|
|
5.75% Senior Notes
|
|
|
Beginning Date
|
Percentage
|
|
Call Option
(1)
|
October 1, 2017
|
102.875
|
%
|
|
October 1, 2018
|
101.917
|
%
|
|
October 1, 2019
|
100.958
|
%
|
|
October 1, 2020 and thereafter
|
100.000
|
%
|
(1)
|
The Company may, at its option, redeem the 5.75% Senior Notes on or after the stated beginning dates at percentages noted above (plus accrued and unpaid interest). Additionally, on or prior to
October 1, 2015
, the Company had the right to redeem in the aggregate up to
35%
of the aggregate principal amount of 5.75% Senior Notes issued with the cash proceeds from one or more equity offerings, at a redemption price in cash equal to
105.75%
of the principal plus accrued and unpaid interest so long as (i) at least
65%
of the aggregate principal amount of the 5.75% Senior Notes issued remained outstanding immediately after giving effect to any such redemption; and (ii) notice of any such redemption was given within 60 days after the date of the closing of any such equity offering.
|
|
|
Subordinated Convertible Notes
|
||||||
(in millions)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
Face value
|
|
$
|
429.5
|
|
|
$
|
429.5
|
|
Debt discount
|
|
(253.1
|
)
|
|
(255.6
|
)
|
||
Debt issuance costs
|
|
(3.3
|
)
|
|
(3.6
|
)
|
||
Book value
|
|
173.1
|
|
|
170.3
|
|
||
Fair value (Level 1)
|
|
453.4
|
|
|
343.8
|
|
||
Maturity date
|
|
Nov 2029
|
||||||
Stated annual interest rate
|
|
4.50% until Nov 2019
2.25% until Nov 2029
|
||||||
Interest payments
|
|
Semi-annually:
May 15 & Nov 15
|
|
|
Subordinated Convertible Notes due 2029
(1)
|
Conversion Rights — The notes are convertible at the option of the holder into the Company’s common stock upon the occurrence of certain events, including
|
|
(i) during any calendar quarter commencing after March 31, 2010, in which the closing price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter (establishing a contingent conversion price of $47.78);
|
|
|
(ii) during any five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the notes for each day of that period is less than 98% of the product of the closing sale price of the Company’s common stock and the applicable conversion rate;
|
|
|
(iii) certain distributions to holders of the Company’s common stock are made or upon specified corporate transactions including a consolidation or merger;
|
|
|
(iv) a fundamental change as defined;
|
|
|
|
|
|
(v) at any time during the period beginning on August 31, 2029 and ending on the close of business on the business day immediately preceding the stated maturity date; and
|
|
|
|
|
|
(vi) on or after November 15, 2019, the Company may redeem all or a part of the notes for cash at a price equal to 100% of the principal amount of the notes, plus interest, if the price of the Company's common stock has been at least 150% of the conversion price then in effect for at least 20 trading days during the 30 consecutive trading day period immediately preceding the date on which notice is given.
|
|
|
|
Initial conversion rate
|
|
$36.75 per share — approximating 27.2109 shares per $1,000 principal amount of notes
|
|
|
|
Upon conversion
|
|
A holder will receive, in lieu of common stock, an amount of cash equal to the lesser of (i) the principal amount of the notes, or (ii) the conversion value, determined in the manner set forth in the indenture governing the notes, of a number of shares equal to the conversion rate.
|
|
|
If the conversion value exceeds the principal amount of the notes on the conversion date, the Company will also deliver, at the Company’s election, cash or common stock or a combination of cash and common stock with respect to the conversion value upon conversion.
|
|
|
If conversion occurs in connection with a “fundamental change” as defined in the notes indenture, the Company may be required to repurchase the notes for cash at a price equal to the principal amount plus accrued but unpaid interest.
|
|
|
If conversion occurs in connection with certain changes in control, the Company may be required to deliver additional shares of the Company’s common stock (a “make whole” premium) by increasing the conversion rate with respect to such notes.
|
|
|
|
Share issuable upon conversion
|
|
The Company may issue additional shares up to 11,686,075 under almost all conditions and up to 14,315,419 under the “make-whole” premium
|
|
|
|
Guarantee
|
|
None
|
(1)
|
In the event of a “fundamental change” or exceeding the aforementioned average pricing thresholds, the Company would be required to classify the amount outstanding as a current liability.
|
(in millions)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
Outstanding borrowings
|
|
$
|
44.6
|
|
|
$
|
82.4
|
|
Undrawn availability
|
|
42.9
|
|
|
38.2
|
|
||
Interest rate — weighted average
|
|
7.8
|
%
|
|
11.0
|
%
|
||
Maturity date
|
|
Various
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Notional
|
|
Fair Value
|
|
Notional
|
|
Fair Value
|
||||||||||||||||
(in millions)
|
|
Amount
|
|
Asset
(1)
|
|
Liability
(2)
|
|
Amount
|
|
Asset
(1)
|
|
Liability
(2)
|
||||||||||||
Derivatives not designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity futures
|
|
$
|
106.1
|
|
|
$
|
26.1
|
|
|
$
|
0.1
|
|
|
$
|
142.5
|
|
|
$
|
9.2
|
|
|
$
|
1.8
|
|
Foreign currency exchange
|
|
105.5
|
|
|
1.3
|
|
|
0.7
|
|
|
30.7
|
|
|
0.1
|
|
|
1.1
|
|
||||||
|
|
|
|
$
|
27.4
|
|
|
$
|
0.8
|
|
|
|
|
$
|
9.3
|
|
|
$
|
2.9
|
|
(1)
|
Balance recorded in “Prepaid expenses and other” and “Other non-current assets”
|
(2)
|
Balance recorded in “Accrued liabilities” and “Other liabilities”
|
|
Year Ended
|
||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
United States
|
$
|
(32.0
|
)
|
|
$
|
(72.4
|
)
|
|
$
|
(30.2
|
)
|
Foreign
|
(6.9
|
)
|
|
(25.7
|
)
|
|
(120.9
|
)
|
|||
Total
|
$
|
(38.9
|
)
|
|
$
|
(98.1
|
)
|
|
$
|
(151.1
|
)
|
|
Year Ended
|
||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
0.7
|
|
|
$
|
0.6
|
|
|
$
|
(0.2
|
)
|
State
|
(0.9
|
)
|
|
(0.2
|
)
|
|
(1.1
|
)
|
|||
Foreign
|
28.1
|
|
|
18.6
|
|
|
10.9
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
(13.5
|
)
|
|
(26.9
|
)
|
|
(20.1
|
)
|
|||
State
|
3.8
|
|
|
(1.0
|
)
|
|
(0.5
|
)
|
|||
Foreign
|
(2.4
|
)
|
|
5.2
|
|
|
(3.8
|
)
|
|||
Total
|
$
|
15.8
|
|
|
$
|
(3.7
|
)
|
|
$
|
(14.8
|
)
|
|
Year Ended
|
||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Income tax expense (benefit) at Federal statutory tax rate
|
$
|
(13.6
|
)
|
|
$
|
(34.3
|
)
|
|
$
|
(52.9
|
)
|
Foreign tax rate differential
|
6.2
|
|
|
2.5
|
|
|
13.2
|
|
|||
U.S. tax reform
|
(16.2
|
)
|
|
—
|
|
|
—
|
|
|||
Permanent difference
|
5.6
|
|
|
1.5
|
|
|
2.8
|
|
|||
Impact of divestitures and liquidations (net of valuation allowances)
|
16.4
|
|
|
(9.0
|
)
|
|
(14.2
|
)
|
|||
Change in uncertain tax positions
|
3.7
|
|
|
9.0
|
|
|
(8.8
|
)
|
|||
Withholding tax and surcharges
|
3.5
|
|
|
3.0
|
|
|
4.3
|
|
|||
Change in valuation allowance
|
6.6
|
|
|
26.8
|
|
|
39.0
|
|
|||
Other (net)
|
3.6
|
|
|
(3.2
|
)
|
|
1.8
|
|
|||
Total
|
$
|
15.8
|
|
|
$
|
(3.7
|
)
|
|
$
|
(14.8
|
)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
202.3
|
|
|
$
|
238.7
|
|
Pension and retiree benefits accruals
|
25.0
|
|
|
33.5
|
|
||
Inventory
|
7.5
|
|
|
9.4
|
|
||
Depreciation and fixed assets
|
4.4
|
|
|
11.7
|
|
||
Intangibles
|
1.6
|
|
|
3.3
|
|
||
Tax credit carryforwards
|
10.9
|
|
|
10.3
|
|
||
Equity compensation
|
6.8
|
|
|
16.2
|
|
||
Other
|
27.3
|
|
|
53.3
|
|
||
Valuation allowance
|
(157.4
|
)
|
|
(177.1
|
)
|
||
Total deferred tax assets
|
128.4
|
|
|
199.3
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Convertible debt discount
|
178.1
|
|
|
247.0
|
|
||
Inventory
|
1.2
|
|
|
2.4
|
|
||
Depreciation and fixed assets
|
21.8
|
|
|
25.7
|
|
||
Intangibles
|
3.9
|
|
|
4.9
|
|
||
Other
|
24.1
|
|
|
25.6
|
|
||
Total deferred tax liabilities
|
229.1
|
|
|
305.6
|
|
||
Net deferred tax assets (liabilities)
|
$
|
(100.7
|
)
|
|
$
|
(106.3
|
)
|
|
|
Tax Loss
|
|
|
||
Jurisdiction
|
|
Carryforward
|
|
Expiration
|
||
United States
|
|
$
|
229.2
|
|
|
2033-2036
|
France
|
|
7.3
|
|
|
Indefinite
|
|
Others
|
|
1.7
|
|
|
Various
|
|
Total
|
|
$
|
238.2
|
|
|
|
(in millions)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Unrecognized Tax Benefit — Beginning balance
|
|
$
|
33.4
|
|
|
$
|
25.1
|
|
|
$
|
31.9
|
|
Gross Increases — Tax Positions in Prior Period
|
|
10.7
|
|
|
1.6
|
|
|
2.1
|
|
|||
Gross Decreases — Tax Positions in Prior Period
|
|
(3.8
|
)
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|||
Gross Increases — Tax Positions in Current Period
|
|
1.0
|
|
|
11.1
|
|
|
2.6
|
|
|||
Dispositions
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||
Settlements
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|||
Lapse of Statute of Limitations
|
|
(2.7
|
)
|
|
(3.3
|
)
|
|
(5.3
|
)
|
|||
Impact of U.S. Tax Reform Tax Rate Reduction
|
|
(10.1
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign Currency Translation
|
|
0.1
|
|
|
(0.3
|
)
|
|
(3.4
|
)
|
|||
Unrecognized Tax Benefit — Ending Balance
|
|
$
|
28.6
|
|
|
$
|
33.4
|
|
|
$
|
25.1
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||||||
Changes in Benefit Obligation:
|
|
|
|
|
|
|
|
||||||||
Beginning benefit obligation
|
$
|
151.6
|
|
|
$
|
175.0
|
|
|
$
|
130.7
|
|
|
$
|
115.8
|
|
Foreign currency exchange rate changes and other
|
—
|
|
|
—
|
|
|
14.7
|
|
|
8.5
|
|
||||
Transfers
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
||||
Service cost
|
0.7
|
|
|
1.4
|
|
|
3.9
|
|
|
4.2
|
|
||||
Interest cost
|
4.4
|
|
|
7.3
|
|
|
3.0
|
|
|
3.7
|
|
||||
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.8
|
)
|
||||
Settlements
|
—
|
|
|
(19.3
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(13.0
|
)
|
|
(9.8
|
)
|
|
(5.2
|
)
|
|
(7.1
|
)
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
||||
Amendments / Change in assumptions
|
—
|
|
|
—
|
|
|
3.7
|
|
|
(1.3
|
)
|
||||
Actuarial (gain) loss
|
7.0
|
|
|
(3.0
|
)
|
|
(0.5
|
)
|
|
7.3
|
|
||||
Ending benefit obligation
|
$
|
150.7
|
|
|
$
|
151.6
|
|
|
$
|
147.6
|
|
|
$
|
130.7
|
|
Changes in Plan Assets:
|
|
|
|
|
|
|
|
||||||||
Beginning fair value of plan assets
|
$
|
112.4
|
|
|
$
|
132.1
|
|
|
$
|
52.5
|
|
|
$
|
37.7
|
|
Foreign currency exchange rate changes and other
|
—
|
|
|
—
|
|
|
4.5
|
|
|
10.1
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
||||
Actual return on plan assets
|
15.3
|
|
|
6.2
|
|
|
5.1
|
|
|
5.1
|
|
||||
Company contributions
|
2.1
|
|
|
3.2
|
|
|
4.7
|
|
|
6.3
|
|
||||
Settlements
|
—
|
|
|
(19.3
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(13.0
|
)
|
|
(9.8
|
)
|
|
(5.2
|
)
|
|
(7.1
|
)
|
||||
Ending fair value of plan assets
|
$
|
116.8
|
|
|
$
|
112.4
|
|
|
$
|
62.0
|
|
|
$
|
52.5
|
|
Funded status at end of year
|
$
|
(33.9
|
)
|
|
$
|
(39.2
|
)
|
|
$
|
(85.6
|
)
|
|
$
|
(78.2
|
)
|
Amounts Recognized in Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
Other Assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
1.7
|
|
Accrued liabilities
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(2.3
|
)
|
Other liabilities
|
$
|
(33.6
|
)
|
|
$
|
(38.9
|
)
|
|
$
|
(83.9
|
)
|
|
$
|
(77.6
|
)
|
Recognized in Accumulated Other Comprehensive Income:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
55.6
|
|
|
$
|
58.9
|
|
|
$
|
29.4
|
|
|
$
|
26.9
|
|
Prior service cost
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
1.2
|
|
||||
|
$
|
55.4
|
|
|
$
|
58.7
|
|
|
$
|
29.4
|
|
|
$
|
28.1
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||||||
Projected benefit obligation
|
$
|
150.7
|
|
|
$
|
151.6
|
|
|
$
|
94.0
|
|
|
$
|
102.4
|
|
Accumulated benefit obligation
|
150.0
|
|
|
150.8
|
|
|
90.7
|
|
|
97.2
|
|
||||
Fair value of the plan assets
|
116.8
|
|
|
112.4
|
|
|
10.4
|
|
|
41.5
|
|
|
U.S. Plans
Year ended
|
|
Non-U.S. Plans
Year ended
|
||||||||||||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||||||||
Pension expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
0.7
|
|
|
$
|
1.4
|
|
|
$
|
1.5
|
|
|
$
|
3.9
|
|
|
$
|
4.2
|
|
|
$
|
4.9
|
|
Interest cost
|
4.4
|
|
|
7.3
|
|
|
7.3
|
|
|
3.0
|
|
|
3.7
|
|
|
3.6
|
|
||||||
Expected return on plan assets
|
(7.7
|
)
|
|
(9.2
|
)
|
|
(10.2
|
)
|
|
(2.9
|
)
|
|
(2.9
|
)
|
|
(2.4
|
)
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.7
|
|
|
0.7
|
|
||||||
Amortization of net loss
|
2.6
|
|
|
2.5
|
|
|
7.7
|
|
|
1.6
|
|
|
1.3
|
|
|
1.7
|
|
||||||
Amortization of transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
—
|
|
||||||
Settlement loss
|
—
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||
Net pension expense
|
$
|
—
|
|
|
$
|
9.4
|
|
|
$
|
6.3
|
|
|
$
|
6.1
|
|
|
$
|
6.8
|
|
|
$
|
9.5
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
Discount rate
|
3.50
|
%
|
|
4.01
|
%
|
|
2.30
|
%
|
|
2.55
|
%
|
Expected rate of increase in future compensation levels
|
2.50
|
%
|
|
2.50
|
%
|
|
2.70
|
%
|
|
2.88
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Discount rate
|
3.87
|
%
|
|
4.30
|
%
|
|
4.00
|
%
|
|
2.92
|
%
|
|
3.18
|
%
|
|
3.18
|
%
|
Expected rate of increase in future compensation levels
|
2.50
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
3.08
|
%
|
|
3.46
|
%
|
|
3.78
|
%
|
Long-term expected rate of return on plan assets
|
7.25
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
5.88
|
%
|
|
6.30
|
%
|
|
6.36
|
%
|
|
|
|
|
Quoted prices in Active
Markets for Identical
|
|
Significant Observable
|
|
Significant
Unobservable
|
||||||||
Asset Category
|
|
Total
|
|
Assets (Level 1)
|
|
Inputs (Level 2)
|
|
Inputs (Level 3)
|
||||||||
Equity Securities
|
|
$
|
29.2
|
|
|
$
|
29.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities at NAV
(1)
|
|
29.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Mutual Funds - Equity Securities
|
|
59.0
|
|
|
59.0
|
|
|
—
|
|
|
—
|
|
||||
Mutual Funds - Fixed Income
|
|
17.9
|
|
|
17.9
|
|
|
—
|
|
|
—
|
|
||||
Bond Funds - Fixed Income at NAV
(1)
|
|
20.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equitable Contract
|
|
12.3
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
||||
Equitable Contract at NAV
(1)
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Coal Lease
(2)
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
||||
Cash and cash equivalents
|
|
7.2
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
178.8
|
|
|
$
|
113.3
|
|
|
$
|
12.3
|
|
|
$
|
2.8
|
|
|
|
|
|
Quoted prices in Active
Markets for Identical
|
|
Significant Observable
|
|
Significant
Unobservable
|
||||||||
Asset Category
|
|
Total
|
|
Assets (Level 1)
|
|
Inputs (Level 2)
|
|
Inputs (Level 3)
|
||||||||
Equity Securities
|
|
$
|
35.9
|
|
|
$
|
35.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities at NAV
(1)
|
|
25.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Mutual Funds - Equity Securities
|
|
35.8
|
|
|
35.8
|
|
|
—
|
|
|
—
|
|
||||
Mutual Funds - Fixed Income
|
|
33.6
|
|
|
33.6
|
|
|
—
|
|
|
—
|
|
||||
Bond Funds - Fixed Income at NAV
(1)
|
|
16.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equitable Contract
|
|
11.0
|
|
|
—
|
|
|
11.0
|
|
|
—
|
|
||||
Equitable Contract at NAV
(1)
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Coal Lease
(2)
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
||||
Cash and cash equivalents
|
|
3.1
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
164.9
|
|
|
$
|
108.4
|
|
|
$
|
11.0
|
|
|
$
|
3.2
|
|
(1)
|
In accordance with ASC 820, investments measured at fair value using the NAV practical expedient are excluded from the fair value hierarchy.
|
(2)
|
The Company’s interest represents approximately
26%
of the lease which is currently between American Premier Underwriters (APU), the Lessor and CONSOL Energy (CONSOL), the Lessee. The lease pertains to real property mined by CONSOL located in Pennsylvania.
|
(in millions)
|
|
Coal Lease
|
||
Beginning balance at January 1, 2016
|
|
$
|
3.5
|
|
Change in fair value of plan assets
|
|
(0.3
|
)
|
|
Ending balance December 31, 2016
|
|
$
|
3.2
|
|
Change in fair value of plan assets
|
|
(0.4
|
)
|
|
Ending balance at December 31, 2017
|
|
$
|
2.8
|
|
|
Fiscal Years Ended
|
||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Company
Common
Shareholders
|
|
Noncontrolling
Interest
|
|
Company
Common
Shareholders
|
|
Noncontrolling
Interest
|
||||||||
Foreign currency translation adjustment
|
$
|
(165.3
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(228.2
|
)
|
|
$
|
(13.0
|
)
|
Pension adjustments, net of tax
|
(65.5
|
)
|
|
—
|
|
|
(58.2
|
)
|
|
(1.3
|
)
|
||||
Accumulated other comprehensive income (loss)
|
$
|
(230.8
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(286.4
|
)
|
|
$
|
(14.3
|
)
|
|
Foreign currency translation
|
|
Change of fair value of pension benefit obligation
|
|
Total
|
||||||
Balance, December 31, 2015
|
$
|
(275.6
|
)
|
|
$
|
(64.6
|
)
|
|
$
|
(340.2
|
)
|
Other comprehensive income (loss) before reclassifications
|
(12.2
|
)
|
|
9.3
|
|
|
(2.9
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
59.6
|
|
|
(2.9
|
)
|
|
56.7
|
|
|||
Net current - period other comprehensive income (loss)
|
47.4
|
|
|
6.4
|
|
|
53.8
|
|
|||
Balance, December 31, 2016
|
$
|
(228.2
|
)
|
|
$
|
(58.2
|
)
|
|
$
|
(286.4
|
)
|
Other comprehensive income (loss) before reclassifications
|
26.9
|
|
|
(1.6
|
)
|
|
25.3
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
36.0
|
|
|
(5.7
|
)
|
|
30.3
|
|
|||
Net current - period other comprehensive income (loss)
|
62.9
|
|
|
(7.3
|
)
|
|
55.6
|
|
|||
Balance, December 31, 2017
|
$
|
(165.3
|
)
|
|
$
|
(65.5
|
)
|
|
$
|
(230.8
|
)
|
|
Year Ended
|
|
Year Ended,
|
|
|
||||
|
December 31, 2017
|
|
December 31, 2016
|
|
|
||||
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
Amount reclassified from accumulated other comprehensive income (loss)
|
|
Affected line item in the Consolidated Statemen
t of Operations and Comprehensive Income (Loss)
|
||||
Foreign currency translation
|
|
|
|
|
|
||||
Closure of subsidiaries
|
$
|
3.3
|
|
|
$
|
27.8
|
|
|
SG&A
|
Sale of subsidiaries
|
32.7
|
|
|
31.8
|
|
|
SG&A
|
||
Total - foreign currency items
|
$
|
36.0
|
|
|
$
|
59.6
|
|
|
|
Defined pension items
|
|
|
|
|
|
||||
Amortization of prior service cost
|
$
|
(0.3
|
)
|
|
$
|
(0.6
|
)
|
|
Cost of sales
|
Amortization of net loss
|
(5.0
|
)
|
|
(7.0
|
)
|
|
Cost of sales
|
||
Settlement loss
|
—
|
|
|
4.7
|
|
|
Cost of sales
|
||
Sale of subsidiaries
|
(0.4
|
)
|
|
—
|
|
|
SG&A
|
||
Total - pension items
|
$
|
(5.7
|
)
|
|
$
|
(2.9
|
)
|
|
|
Total
|
$
|
30.3
|
|
|
$
|
56.7
|
|
|
|
|
Year Ended
|
||||||||||
(in millions)
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Non-qualified stock option expense
|
$
|
0.9
|
|
|
$
|
0.6
|
|
|
$
|
1.5
|
|
Stock unit awards
|
4.3
|
|
|
3.4
|
|
|
4.5
|
|
|||
Performance-based non-vested stock awards expense
|
5.4
|
|
|
1.4
|
|
|
6.1
|
|
|||
Total pre-tax share-based compensation expense
|
$
|
10.6
|
|
|
$
|
5.4
|
|
|
$
|
12.1
|
|
Excess tax benefit (deficiency) on share-based compensation
|
$
|
(0.7
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(1.7
|
)
|
|
|
|
Weighted
Average
|
|
Weighted Average
Remaining
|
|
Aggregate
|
|||||
|
Options
Outstanding
|
|
Exercise
Price
|
|
Contractual
Term
|
|
Intrinsic
Value
|
|||||
Outstanding as of December 31, 2016
|
1,679.6
|
|
|
$
|
31.01
|
|
|
4.3 years
|
|
$
|
—
|
|
Granted
|
177.4
|
|
|
16.79
|
|
|
|
|
|
|||
Exercised
|
(470.0
|
)
|
|
21.34
|
|
|
|
|
|
|||
Forfeited or Expired
|
(271.8
|
)
|
|
39.53
|
|
|
|
|
|
|||
Outstanding as of December 31, 2017
|
1,115.2
|
|
|
$
|
30.75
|
|
|
5.5 years
|
|
$
|
5.6
|
|
Exercisable at December 31, 2017
|
832.9
|
|
|
$
|
35.07
|
|
|
4.4 years
|
|
$
|
2.3
|
|
Options expected to vest in the next twelve months
|
172.3
|
|
|
$
|
18.74
|
|
|
8.9 years
|
|
$
|
1.9
|
|
|
|
Year Ended
|
||||||
|
|
Dec 31, 2017
|
|
Dec 31, 2015
|
||||
Risk-free interest rate
(1)
|
|
2.1
|
%
|
|
1.4
|
%
|
||
Expected dividend yield
|
|
4.3
|
%
|
|
3.7
|
%
|
||
Expected option life
(2)
|
|
6.0 years
|
|
|
4.0 years
|
|
||
Expected stock price volatility
(3)
|
|
50.7
|
%
|
|
47.2
|
%
|
||
Weighted average fair value of options granted
|
|
$
|
5.60
|
|
|
$
|
5.68
|
|
(1)
|
Risk-free interest rate
— This is the U.S. Treasury rate at the grant date having a term approximately equal to the expected life of the option. An increase in the risk-free interest rate will increase compensation expense.
|
(2)
|
Expected option life
— This is the period of time over which the options granted are expected to remain outstanding and is based on historical experience. Options granted have a maximum term of
ten
years. An increase in expected life will increase compensation expense.
|
(3)
|
Expected stock price volatility
— This is a measure of the amount by which a price has fluctuated or is expected to fluctuate. The Company uses actual historical changes in the market value of the Company’s stock to calculate the volatility assumption as it is management’s belief that this is the best indicator of future volatility. An increase in the expected volatility will increase compensation expense.
|
Range of Option Prices
|
|
Options Outstanding
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
|
|
Options Exercisable
|
|
Weighted Average Exercise Price
|
||||||
$0 -$14
|
|
—
|
|
|
$
|
—
|
|
|
0.0
|
|
—
|
|
|
$
|
—
|
|
$14 - $28
|
|
517.0
|
|
|
18.74
|
|
|
8.0
|
|
234.7
|
|
|
19.65
|
|
||
$28 -$42
|
|
325.0
|
|
|
33.01
|
|
|
1.2
|
|
325.0
|
|
|
33.01
|
|
||
$42 - $56
|
|
169.0
|
|
|
42.87
|
|
|
1.0
|
|
169.0
|
|
|
42.87
|
|
||
$56 - $70
|
|
104.2
|
|
|
63.64
|
|
|
0.1
|
|
104.2
|
|
|
63.64
|
|
|
Shares Outstanding
|
|
Weighted Average Grant Date Fair Value
|
|||
Balance, December 31, 2016
|
1,438.8
|
|
|
$
|
13.87
|
|
Granted
|
817.5
|
|
|
16.83
|
|
|
Vested
|
(875.4
|
)
|
|
17.39
|
|
|
Forfeited
|
(233.4
|
)
|
|
11.83
|
|
|
Balance, December 31, 2017
|
1,147.5
|
|
|
$
|
13.54
|
|
|
Year Ended
|
||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Weighted-average grant date fair value of nonvested shares granted
|
$
|
16.83
|
|
|
$
|
7.96
|
|
|
$
|
15.97
|
|
Fair value of nonvested shares granted
|
$
|
13.8
|
|
|
$
|
9.2
|
|
|
$
|
15.2
|
|
Fair value of shares vested
|
$
|
15.2
|
|
|
$
|
14.2
|
|
|
$
|
8.7
|
|
|
Year Ended
|
||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Amounts attributable to the Company — basic and diluted:
|
|
|
|
|
|
||||||
Net income (loss) attributable to Company common shareholders
|
$
|
(56.6
|
)
|
|
$
|
(93.8
|
)
|
|
$
|
(121.9
|
)
|
Net income (loss) for EPS computations
(1)
|
$
|
(56.6
|
)
|
|
$
|
(93.8
|
)
|
|
$
|
(121.9
|
)
|
Weighted average shares outstanding for basic EPS computation
(2,3)
|
50.1
|
|
|
49.6
|
|
|
48.9
|
|
|||
Earnings (loss) per common share attributable to Company common shareholders – basic
(3)
|
$
|
(1.13
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(2.49
|
)
|
Weighted average shares outstanding including nonvested shares
|
50.1
|
|
|
49.6
|
|
|
48.9
|
|
|||
Weighted average shares outstanding for diluted EPS computation
(2)
|
50.1
|
|
|
49.6
|
|
|
48.9
|
|
|||
Earnings (loss) per common share attributable to Company common shareholders – assuming dilution
|
$
|
(1.13
|
)
|
|
$
|
(1.89
|
)
|
|
$
|
(2.49
|
)
|
(1)
|
Numerator
|
(2)
|
Denominator
|
(3)
|
Under the treasury stock method, earnings (loss) per share — basic reflects undistributed earnings per share for both common stock and unvested share-based payment awards (restricted stock).
|
|
|
Shares Underlying
Subordinated Convertible Notes
|
|
Total Treasury Method Incremental Shares
(1)
|
||
Share Price
|
|
|
||||
$31.00
|
|
280,970
|
|
|
280,970
|
|
$33.00
|
|
1,120,585
|
|
|
1,120,585
|
|
$35.00
|
|
1,864,244
|
|
|
1,864,244
|
|
$37.00
|
|
2,527,507
|
|
|
2,527,507
|
|
$39.00
|
|
3,122,743
|
|
|
3,122,743
|
|
(1)
|
Represents the number of incremental shares that must be included in the calculation of fully diluted shares under GAAP.
|
|
|
Year Ended
|
||||||||||
(in millions)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Net Sales:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
2,218.1
|
|
|
$
|
2,041.7
|
|
|
$
|
2,299.3
|
|
Europe
|
|
874.5
|
|
|
875.7
|
|
|
960.2
|
|
|||
Latin America
|
|
677.9
|
|
|
655.2
|
|
|
726.8
|
|
|||
Africa/Asia Pacific
|
|
66.7
|
|
|
285.8
|
|
|
528.2
|
|
|||
Total
|
|
$
|
3,837.2
|
|
|
$
|
3,858.4
|
|
|
$
|
4,514.5
|
|
Segment Operating Income (Loss):
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
68.6
|
|
|
$
|
62.4
|
|
|
$
|
84.5
|
|
Europe
|
|
(12.4
|
)
|
|
2.6
|
|
|
6.6
|
|
|||
Latin America
|
|
17.6
|
|
|
(14.4
|
)
|
|
(22.8
|
)
|
|||
Africa/Asia Pacific
|
|
(64.5
|
)
|
|
(68.9
|
)
|
|
(53.8
|
)
|
|||
Total
|
|
$
|
9.3
|
|
|
$
|
(18.3
|
)
|
|
$
|
14.5
|
|
Capital Expenditures:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
49.7
|
|
|
$
|
51.3
|
|
|
$
|
20.9
|
|
Europe
|
|
28.6
|
|
|
19.8
|
|
|
20.7
|
|
|||
Latin America
|
|
6.9
|
|
|
12.4
|
|
|
11.1
|
|
|||
Africa/Asia Pacific
|
|
0.2
|
|
|
0.6
|
|
|
8.8
|
|
|||
Total
|
|
$
|
85.4
|
|
|
$
|
84.1
|
|
|
$
|
61.5
|
|
Depreciation Expense:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
32.2
|
|
|
$
|
37.9
|
|
|
$
|
37.1
|
|
Europe
|
|
22.1
|
|
|
22.4
|
|
|
25.2
|
|
|||
Latin America
|
|
10.7
|
|
|
10.7
|
|
|
12.6
|
|
|||
Africa/Asia Pacific
|
|
1.0
|
|
|
4.8
|
|
|
9.2
|
|
|||
Total
|
|
$
|
66.0
|
|
|
$
|
75.8
|
|
|
$
|
84.1
|
|
Total Assets:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
988.8
|
|
|
$
|
950.2
|
|
|
$
|
986.9
|
|
Europe
|
|
729.9
|
|
|
624.1
|
|
|
632.0
|
|
|||
Latin America
|
|
487.2
|
|
|
466.4
|
|
|
480.8
|
|
|||
Africa/Asia Pacific
|
|
29.4
|
|
|
200.9
|
|
|
354.9
|
|
|||
Total
|
|
$
|
2,235.3
|
|
|
$
|
2,241.6
|
|
|
$
|
2,454.6
|
|
|
|
Year Ended
|
||||||||||
(in millions)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Electric Utility
|
|
$
|
1,336.2
|
|
|
$
|
1,357.1
|
|
|
$
|
1,550.2
|
|
Electrical Infrastructure
|
|
976.7
|
|
|
989.7
|
|
|
1,234.6
|
|
|||
Construction
|
|
855.8
|
|
|
820.8
|
|
|
962.9
|
|
|||
Communications
|
|
490.8
|
|
|
473.8
|
|
|
517.0
|
|
|||
Rod Mill Products
|
|
177.7
|
|
|
217.0
|
|
|
249.8
|
|
|||
Total
|
|
$
|
3,837.2
|
|
|
$
|
3,858.4
|
|
|
$
|
4,514.5
|
|
|
|
Net Sales
|
|
Non - Current Assets
|
||||||||||||||||
|
|
Year Ended
|
|
Year Ended
|
||||||||||||||||
(in millions)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||||||||
United States
|
|
$
|
1,900.7
|
|
|
$
|
1,738.4
|
|
|
$
|
1,914.0
|
|
|
$
|
240.6
|
|
|
$
|
242.2
|
|
Canada
|
|
317.5
|
|
|
293.0
|
|
|
345.5
|
|
|
24.5
|
|
|
25.2
|
|
|||||
France
|
|
308.1
|
|
|
284.4
|
|
|
295.2
|
|
|
69.0
|
|
|
66.8
|
|
|||||
Brazil
|
|
251.1
|
|
|
222.6
|
|
|
247.4
|
|
|
74.2
|
|
|
61.4
|
|
|||||
Spain
|
|
173.5
|
|
|
149.2
|
|
|
153.5
|
|
|
53.9
|
|
|
48.1
|
|
|||||
Others
|
|
886.3
|
|
|
1,170.8
|
|
|
1,558.9
|
|
|
178.1
|
|
|
198.7
|
|
|||||
Total
|
|
$
|
3,837.2
|
|
|
$
|
3,858.4
|
|
|
$
|
4,514.5
|
|
|
$
|
640.3
|
|
|
$
|
642.4
|
|
|
|
Fair Value Measurement
|
||||||||||||||||||||||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative assets
|
|
$
|
—
|
|
|
$
|
27.4
|
|
|
$
|
—
|
|
|
$
|
27.4
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
Equity securities
(1)
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
||||||||
Total Assets
|
|
$
|
8.4
|
|
|
$
|
27.4
|
|
|
$
|
—
|
|
|
$
|
35.8
|
|
|
$
|
9.8
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
19.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
Total liabilities
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
918.2
|
|
|
$
|
943.1
|
|
|
$
|
994.0
|
|
|
$
|
981.9
|
|
Gross profit
|
118.6
|
|
|
100.9
|
|
|
109.2
|
|
|
97.4
|
|
||||
Net income (loss) including noncontrolling interest
|
12.4
|
|
|
(68.7
|
)
|
|
(14.2
|
)
|
|
15.8
|
|
||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
2.1
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Net income (loss) attributable to Company common shareholders
|
12.4
|
|
|
(70.8
|
)
|
|
(14.2
|
)
|
|
16.0
|
|
||||
Net income (loss) attributable to Company common shareholders — for diluted EPS computation
|
12.4
|
|
|
(70.8
|
)
|
|
(14.2
|
)
|
|
16.0
|
|
||||
Earnings (loss) per common share — basic
|
$
|
0.25
|
|
|
$
|
(1.42
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
0.32
|
|
Earnings (loss) per common share — assuming dilution
|
$
|
0.24
|
|
|
$
|
(1.42
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
0.31
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,002.7
|
|
|
$
|
1,021.2
|
|
|
$
|
924.5
|
|
|
$
|
910.0
|
|
Gross profit
|
110.9
|
|
|
119.2
|
|
|
102.9
|
|
|
74.1
|
|
||||
Net income (loss) including noncontrolling interest
|
(4.4
|
)
|
|
28.3
|
|
|
(13.7
|
)
|
|
(103.7
|
)
|
||||
Less: net income (loss) attributable to noncontrolling interest
|
0.3
|
|
|
(1.5
|
)
|
|
0.6
|
|
|
0.9
|
|
||||
Net income (loss) attributable to Company common shareholders
|
(4.7
|
)
|
|
29.8
|
|
|
(14.3
|
)
|
|
(104.6
|
)
|
||||
Net income (loss) attributable to Company common shareholders — for diluted EPS computation
|
(4.7
|
)
|
|
29.8
|
|
|
(14.3
|
)
|
|
(104.6
|
)
|
||||
Earnings (loss) per common share — basic
|
$
|
(0.10
|
)
|
|
$
|
0.60
|
|
|
$
|
(0.29
|
)
|
|
$
|
(2.10
|
)
|
Earnings (loss) per common share — assuming dilution
|
$
|
(0.10
|
)
|
|
$
|
0.57
|
|
|
$
|
(0.29
|
)
|
|
$
|
(2.10
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
1,905.2
|
|
|
$
|
1,932.0
|
|
|
$
|
—
|
|
|
$
|
3,837.2
|
|
Intercompany
|
70.5
|
|
|
180.9
|
|
|
178.1
|
|
|
(429.5
|
)
|
|
—
|
|
|||||
|
70.5
|
|
|
2,086.1
|
|
|
2,110.1
|
|
|
(429.5
|
)
|
|
3,837.2
|
|
|||||
Cost of sales
|
—
|
|
|
1,848.0
|
|
|
1,922.1
|
|
|
(359.0
|
)
|
|
3,411.1
|
|
|||||
Gross profit
|
70.5
|
|
|
238.1
|
|
|
188.0
|
|
|
(70.5
|
)
|
|
426.1
|
|
|||||
Selling, general and administrative expenses
|
67.6
|
|
|
189.8
|
|
|
229.9
|
|
|
(70.5
|
)
|
|
416.8
|
|
|||||
Goodwill impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income (loss)
|
2.9
|
|
|
48.3
|
|
|
(41.9
|
)
|
|
—
|
|
|
9.3
|
|
|||||
Other income (expense)
|
—
|
|
|
4.4
|
|
|
24.1
|
|
|
—
|
|
|
28.5
|
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(57.9
|
)
|
|
(36.8
|
)
|
|
(17.7
|
)
|
|
33.7
|
|
|
(78.7
|
)
|
|||||
Interest income
|
28.4
|
|
|
5.2
|
|
|
2.1
|
|
|
(33.7
|
)
|
|
2.0
|
|
|||||
|
(29.5
|
)
|
|
(31.6
|
)
|
|
(15.6
|
)
|
|
—
|
|
|
(76.7
|
)
|
|||||
Income (loss) before income taxes
|
(26.6
|
)
|
|
21.1
|
|
|
(33.4
|
)
|
|
—
|
|
|
(38.9
|
)
|
|||||
Income tax (provision) benefit
|
79.5
|
|
|
(68.7
|
)
|
|
(26.6
|
)
|
|
—
|
|
|
(15.8
|
)
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(109.5
|
)
|
|
(61.9
|
)
|
|
—
|
|
|
171.4
|
|
|
—
|
|
|||||
Net income (loss) including noncontrolling interest
|
(56.6
|
)
|
|
(109.5
|
)
|
|
(60.0
|
)
|
|
171.4
|
|
|
(54.7
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(56.6
|
)
|
|
$
|
(109.5
|
)
|
|
$
|
(61.9
|
)
|
|
$
|
171.4
|
|
|
$
|
(56.6
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(56.6
|
)
|
|
$
|
(109.5
|
)
|
|
$
|
(60.0
|
)
|
|
$
|
171.4
|
|
|
$
|
(54.7
|
)
|
Currency translation gain (loss)
|
61.6
|
|
|
61.6
|
|
|
46.9
|
|
|
(97.2
|
)
|
|
72.9
|
|
|||||
Defined benefit plan adjustments, net of tax
|
(6.0
|
)
|
|
(6.0
|
)
|
|
1.2
|
|
|
4.8
|
|
|
(6.0
|
)
|
|||||
Comprehensive income (loss), net of tax
|
(1.0
|
)
|
|
(53.9
|
)
|
|
(11.9
|
)
|
|
79.0
|
|
|
12.2
|
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
13.2
|
|
|
—
|
|
|
13.2
|
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(1.0
|
)
|
|
$
|
(53.9
|
)
|
|
$
|
(25.1
|
)
|
|
$
|
79.0
|
|
|
$
|
(1.0
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
1,730.3
|
|
|
$
|
2,128.1
|
|
|
$
|
—
|
|
|
$
|
3,858.4
|
|
Intercompany
|
63.2
|
|
|
206.4
|
|
|
155.3
|
|
|
(424.9
|
)
|
|
—
|
|
|||||
|
63.2
|
|
|
1,936.7
|
|
|
2,283.4
|
|
|
(424.9
|
)
|
|
3,858.4
|
|
|||||
Cost of sales
|
—
|
|
|
1,703.0
|
|
|
2,110.0
|
|
|
(361.7
|
)
|
|
3,451.3
|
|
|||||
Gross profit
|
63.2
|
|
|
233.7
|
|
|
173.4
|
|
|
(63.2
|
)
|
|
407.1
|
|
|||||
Selling, general and administrative expenses
|
111.8
|
|
|
127.9
|
|
|
232.4
|
|
|
(63.2
|
)
|
|
408.9
|
|
|||||
Goodwill impairment charges
|
—
|
|
|
7.4
|
|
|
1.6
|
|
|
—
|
|
|
9.0
|
|
|||||
Intangible asset impairment charges
|
—
|
|
|
5.0
|
|
|
2.5
|
|
|
—
|
|
|
7.5
|
|
|||||
Operating income
|
(48.6
|
)
|
|
93.4
|
|
|
(63.1
|
)
|
|
—
|
|
|
(18.3
|
)
|
|||||
Other income (expense)
|
—
|
|
|
1.5
|
|
|
5.7
|
|
|
—
|
|
|
7.2
|
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(57.6
|
)
|
|
(65.3
|
)
|
|
(27.3
|
)
|
|
60.7
|
|
|
(89.5
|
)
|
|||||
Interest income
|
55.6
|
|
|
5.1
|
|
|
2.5
|
|
|
(60.7
|
)
|
|
2.5
|
|
|||||
|
(2.0
|
)
|
|
(60.2
|
)
|
|
(24.8
|
)
|
|
—
|
|
|
(87.0
|
)
|
|||||
Income (loss) before income taxes
|
(50.6
|
)
|
|
34.7
|
|
|
(82.2
|
)
|
|
—
|
|
|
(98.1
|
)
|
|||||
Income tax (provision) benefit
|
9.7
|
|
|
18.4
|
|
|
(24.4
|
)
|
|
—
|
|
|
3.7
|
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(52.9
|
)
|
|
(106.0
|
)
|
|
0.2
|
|
|
159.6
|
|
|
0.9
|
|
|||||
Net income (loss) including noncontrolling interest
|
(93.8
|
)
|
|
(52.9
|
)
|
|
(106.4
|
)
|
|
159.6
|
|
|
(93.5
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(93.8
|
)
|
|
$
|
(52.9
|
)
|
|
$
|
(106.7
|
)
|
|
$
|
159.6
|
|
|
$
|
(93.8
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(93.8
|
)
|
|
$
|
(52.9
|
)
|
|
$
|
(106.4
|
)
|
|
$
|
159.6
|
|
|
$
|
(93.5
|
)
|
Currency translation gain (loss)
|
47.2
|
|
|
47.2
|
|
|
45.6
|
|
|
(92.1
|
)
|
|
47.9
|
|
|||||
Defined benefit plan adjustments, net of tax
|
6.6
|
|
|
6.6
|
|
|
0.6
|
|
|
(7.2
|
)
|
|
6.6
|
|
|||||
Comprehensive income (loss), net of tax
|
(40.0
|
)
|
|
0.9
|
|
|
(60.2
|
)
|
|
60.3
|
|
|
(39.0
|
)
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(40.0
|
)
|
|
$
|
0.9
|
|
|
$
|
(61.2
|
)
|
|
$
|
60.3
|
|
|
$
|
(40.0
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Customers
|
$
|
—
|
|
|
$
|
1,926.4
|
|
|
$
|
2,588.1
|
|
|
$
|
—
|
|
|
$
|
4,514.5
|
|
Intercompany
|
75.6
|
|
|
219.2
|
|
|
151.1
|
|
|
(445.9
|
)
|
|
—
|
|
|||||
|
75.6
|
|
|
2,145.6
|
|
|
2,739.2
|
|
|
(445.9
|
)
|
|
4,514.5
|
|
|||||
Cost of sales
|
—
|
|
|
1,889.9
|
|
|
2,562.5
|
|
|
(370.3
|
)
|
|
4,082.1
|
|
|||||
Gross profit
|
75.6
|
|
|
255.7
|
|
|
176.7
|
|
|
(75.6
|
)
|
|
432.4
|
|
|||||
Selling, general and administrative expenses
|
75.6
|
|
|
185.1
|
|
|
227.2
|
|
|
(75.6
|
)
|
|
412.3
|
|
|||||
Goodwill impairment charges
|
—
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|||||
Intangible asset impairment charges
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Operating income
|
—
|
|
|
70.6
|
|
|
(56.1
|
)
|
|
—
|
|
|
14.5
|
|
|||||
Other income (expense)
|
0.7
|
|
|
(8.1
|
)
|
|
(63.9
|
)
|
|
—
|
|
|
(71.3
|
)
|
|||||
Interest income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(58.2
|
)
|
|
(66.2
|
)
|
|
(36.4
|
)
|
|
63.8
|
|
|
(97.0
|
)
|
|||||
Interest income
|
56.2
|
|
|
7.5
|
|
|
2.8
|
|
|
(63.8
|
)
|
|
2.7
|
|
|||||
|
(2.0
|
)
|
|
(58.7
|
)
|
|
(33.6
|
)
|
|
—
|
|
|
(94.3
|
)
|
|||||
Income (loss) before income taxes
|
(1.3
|
)
|
|
3.8
|
|
|
(153.6
|
)
|
|
—
|
|
|
(151.1
|
)
|
|||||
Income tax (provision) benefit
|
0.3
|
|
|
21.2
|
|
|
(6.7
|
)
|
|
—
|
|
|
14.8
|
|
|||||
Equity in net earnings of affiliated companies and subsidiaries
|
(120.9
|
)
|
|
(145.9
|
)
|
|
0.2
|
|
|
267.1
|
|
|
0.5
|
|
|||||
Net income (loss) including noncontrolling interest
|
(121.9
|
)
|
|
(120.9
|
)
|
|
(160.1
|
)
|
|
267.1
|
|
|
(135.8
|
)
|
|||||
Less: net income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(13.9
|
)
|
|
—
|
|
|
(13.9
|
)
|
|||||
Net income (loss) attributable to Company common shareholders
|
$
|
(121.9
|
)
|
|
$
|
(120.9
|
)
|
|
$
|
(146.2
|
)
|
|
$
|
267.1
|
|
|
$
|
(121.9
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(121.9
|
)
|
|
$
|
(120.9
|
)
|
|
$
|
(160.1
|
)
|
|
$
|
267.1
|
|
|
$
|
(135.8
|
)
|
Currency translation gain (loss)
|
(100.2
|
)
|
|
(100.2
|
)
|
|
(71.4
|
)
|
|
171.6
|
|
|
(100.2
|
)
|
|||||
Defined benefit plan adjustments, net of tax
|
15.1
|
|
|
15.1
|
|
|
10.0
|
|
|
(25.1
|
)
|
|
15.1
|
|
|||||
Comprehensive income (loss), net of tax
|
(207.0
|
)
|
|
(206.0
|
)
|
|
(221.5
|
)
|
|
413.6
|
|
|
(220.9
|
)
|
|||||
Comprehensive income (loss) attributable to noncontrolling interest, net of tax
|
—
|
|
|
—
|
|
|
(22.2
|
)
|
|
—
|
|
|
(22.2
|
)
|
|||||
Comprehensive income (loss) attributable to Company common shareholders, net of tax
|
$
|
(207.0
|
)
|
|
$
|
(206.0
|
)
|
|
$
|
(199.3
|
)
|
|
$
|
413.6
|
|
|
$
|
(198.7
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84.7
|
|
|
$
|
—
|
|
|
$
|
84.7
|
|
Receivables, net of allowances
|
—
|
|
|
226.2
|
|
|
488.0
|
|
|
—
|
|
|
714.2
|
|
|||||
Inventories
|
—
|
|
|
380.2
|
|
|
355.9
|
|
|
—
|
|
|
736.1
|
|
|||||
Prepaid expenses and other
|
—
|
|
|
27.0
|
|
|
33.0
|
|
|
—
|
|
|
60.0
|
|
|||||
Total current assets
|
—
|
|
|
633.4
|
|
|
961.6
|
|
|
—
|
|
|
1,595.0
|
|
|||||
Property, plant and equipment, net
|
0.3
|
|
|
209.3
|
|
|
320.7
|
|
|
—
|
|
|
530.3
|
|
|||||
Deferred income taxes
|
—
|
|
|
26.1
|
|
|
7.9
|
|
|
(26.1
|
)
|
|
7.9
|
|
|||||
Intercompany accounts
|
1,022.7
|
|
|
114.8
|
|
|
70.3
|
|
|
(1,207.8
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
19.4
|
|
|
581.1
|
|
|
—
|
|
|
(600.5
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
5.6
|
|
|
5.4
|
|
|
—
|
|
|
11.0
|
|
|||||
Intangible assets, net
|
0.1
|
|
|
5.6
|
|
|
17.6
|
|
|
—
|
|
|
23.3
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Other non-current assets
|
—
|
|
|
17.3
|
|
|
50.3
|
|
|
—
|
|
|
67.6
|
|
|||||
Total assets
|
$
|
1,042.5
|
|
|
$
|
1,593.2
|
|
|
$
|
1,434.0
|
|
|
$
|
(1,834.4
|
)
|
|
$
|
2,235.3
|
|
Liabilities and Total Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
118.1
|
|
|
$
|
319.4
|
|
|
$
|
—
|
|
|
$
|
437.5
|
|
Accrued liabilities
|
15.6
|
|
|
88.6
|
|
|
204.6
|
|
|
—
|
|
|
308.8
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
46.9
|
|
|
—
|
|
|
46.9
|
|
|||||
Total current liabilities
|
15.6
|
|
|
206.7
|
|
|
570.9
|
|
|
—
|
|
|
793.2
|
|
|||||
Long-term debt
|
776.3
|
|
|
219.9
|
|
|
42.6
|
|
|
—
|
|
|
1,038.8
|
|
|||||
Deferred income taxes
|
121.4
|
|
|
—
|
|
|
13.3
|
|
|
(26.1
|
)
|
|
108.6
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,092.3
|
|
|
115.5
|
|
|
(1,207.8
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
54.9
|
|
|
108.0
|
|
|
—
|
|
|
162.9
|
|
|||||
Total liabilities
|
913.3
|
|
|
1,573.8
|
|
|
850.3
|
|
|
(1,233.9
|
)
|
|
2,103.5
|
|
|||||
Total Company shareholders’ equity
|
129.2
|
|
|
19.4
|
|
|
581.1
|
|
|
(600.5
|
)
|
|
129.2
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|||||
Total liabilities and equity
|
$
|
1,042.5
|
|
|
$
|
1,593.2
|
|
|
$
|
1,434.0
|
|
|
$
|
(1,834.4
|
)
|
|
$
|
2,235.3
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
100.1
|
|
|
$
|
—
|
|
|
$
|
101.1
|
|
Receivables, net of allowances
|
—
|
|
|
202.9
|
|
|
461.6
|
|
|
—
|
|
|
664.5
|
|
|||||
Inventories
|
—
|
|
|
363.4
|
|
|
404.8
|
|
|
—
|
|
|
768.2
|
|
|||||
Prepaid expenses and other
|
—
|
|
|
26.2
|
|
|
39.2
|
|
|
—
|
|
|
65.4
|
|
|||||
Total current assets
|
—
|
|
|
593.5
|
|
|
1,005.7
|
|
|
—
|
|
|
1,599.2
|
|
|||||
Property, plant and equipment, net
|
0.3
|
|
|
202.8
|
|
|
326.2
|
|
|
—
|
|
|
529.3
|
|
|||||
Deferred income taxes
|
—
|
|
|
42.9
|
|
|
20.4
|
|
|
(42.9
|
)
|
|
20.4
|
|
|||||
Intercompany accounts
|
1,092.4
|
|
|
104.7
|
|
|
69.4
|
|
|
(1,266.5
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
73.2
|
|
|
612.7
|
|
|
—
|
|
|
(685.9
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
5.6
|
|
|
6.4
|
|
|
—
|
|
|
12.0
|
|
|||||
Intangible assets, net
|
—
|
|
|
6.0
|
|
|
22.3
|
|
|
—
|
|
|
28.3
|
|
|||||
Unconsolidated affiliated companies
|
—
|
|
|
8.8
|
|
|
0.2
|
|
|
—
|
|
|
9.0
|
|
|||||
Other non-current assets
|
—
|
|
|
15.5
|
|
|
27.9
|
|
|
—
|
|
|
43.4
|
|
|||||
Total assets
|
$
|
1,165.9
|
|
|
$
|
1,592.5
|
|
|
$
|
1,478.5
|
|
|
$
|
(1,995.3
|
)
|
|
$
|
2,241.6
|
|
Liabilities and Total Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
112.4
|
|
|
$
|
301.6
|
|
|
$
|
—
|
|
|
$
|
414.0
|
|
Accrued liabilities
|
93.4
|
|
|
105.0
|
|
|
221.2
|
|
|
—
|
|
|
419.6
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
67.5
|
|
|
—
|
|
|
67.5
|
|
|||||
Total current liabilities
|
93.4
|
|
|
217.4
|
|
|
590.3
|
|
|
—
|
|
|
901.1
|
|
|||||
Long-term debt
|
772.3
|
|
|
75.9
|
|
|
22.9
|
|
|
—
|
|
|
871.1
|
|
|||||
Deferred income taxes
|
147.1
|
|
|
—
|
|
|
22.5
|
|
|
(42.9
|
)
|
|
126.7
|
|
|||||
Intercompany accounts
|
—
|
|
|
1,161.1
|
|
|
105.4
|
|
|
(1,266.5
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
64.9
|
|
|
108.9
|
|
|
—
|
|
|
173.8
|
|
|||||
Total liabilities
|
1,012.8
|
|
|
1,519.3
|
|
|
850.0
|
|
|
(1,309.4
|
)
|
|
2,072.7
|
|
|||||
Total Company shareholders’ equity
|
153.1
|
|
|
73.2
|
|
|
612.7
|
|
|
(685.9
|
)
|
|
153.1
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
15.8
|
|
|
—
|
|
|
15.8
|
|
|||||
Total liabilities and equity
|
$
|
1,165.9
|
|
|
$
|
1,592.5
|
|
|
$
|
1,478.5
|
|
|
$
|
(1,995.3
|
)
|
|
$
|
2,241.6
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities
|
$
|
(102.0
|
)
|
|
$
|
20.5
|
|
|
$
|
42.5
|
|
|
$
|
—
|
|
|
$
|
(39.0
|
)
|
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(0.1
|
)
|
|
(47.3
|
)
|
|
(38.0
|
)
|
|
—
|
|
|
(85.4
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
0.8
|
|
|
11.1
|
|
|
—
|
|
|
11.9
|
|
|||||
Disposal of subsidiaries, net of cash disposed of
|
—
|
|
|
5.3
|
|
|
(3.1
|
)
|
|
—
|
|
|
2.2
|
|
|||||
Intercompany accounts
|
—
|
|
|
46.8
|
|
|
—
|
|
|
(46.8
|
)
|
|
—
|
|
|||||
Investment in restricted cash
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net cash flows of investing activities
|
(0.1
|
)
|
|
5.6
|
|
|
(40.1
|
)
|
|
(46.8
|
)
|
|
(81.4
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(37.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.4
|
)
|
|||||
Intercompany accounts
|
137.4
|
|
|
(175.7
|
)
|
|
(8.5
|
)
|
|
46.8
|
|
|
—
|
|
|||||
Proceeds from debt
|
—
|
|
|
1,579.9
|
|
|
521.2
|
|
|
—
|
|
|
2,101.1
|
|
|||||
Repayments of debt
|
—
|
|
|
(1,435.9
|
)
|
|
(531.4
|
)
|
|
—
|
|
|
(1,967.3
|
)
|
|||||
Impact of stock options and other
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||||
Net cash flows of financing activities
|
102.1
|
|
|
(31.7
|
)
|
|
(18.7
|
)
|
|
46.8
|
|
|
98.5
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
4.6
|
|
|
0.9
|
|
|
—
|
|
|
5.5
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
(1.0
|
)
|
|
(15.4
|
)
|
|
—
|
|
|
(16.4
|
)
|
|||||
Cash and cash equivalents — beginning of period
|
—
|
|
|
1.0
|
|
|
100.1
|
|
|
—
|
|
|
101.1
|
|
|||||
Cash and cash equivalents — end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84.7
|
|
|
$
|
—
|
|
|
$
|
84.7
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities
|
$
|
7.9
|
|
|
$
|
63.2
|
|
|
$
|
85.1
|
|
|
$
|
—
|
|
|
$
|
156.2
|
|
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(48.0
|
)
|
|
(36.1
|
)
|
|
—
|
|
|
(84.1
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
0.7
|
|
|
0.8
|
|
|
—
|
|
|
1.5
|
|
|||||
Disposal of subsidiaries, net of cash disposed of
|
—
|
|
|
76.8
|
|
|
5.0
|
|
|
—
|
|
|
81.8
|
|
|||||
Other
|
—
|
|
|
(1.0
|
)
|
|
1.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Net cash flows of investing activities
|
—
|
|
|
28.5
|
|
|
(29.1
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(35.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.6
|
)
|
|||||
Intercompany accounts
|
28.1
|
|
|
(42.0
|
)
|
|
13.9
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from debt
|
—
|
|
|
1,114.0
|
|
|
402.2
|
|
|
—
|
|
|
1,516.2
|
|
|||||
Repayments of debt
|
—
|
|
|
(1,165.7
|
)
|
|
(469.5
|
)
|
|
—
|
|
|
(1,635.2
|
)
|
|||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(18.0
|
)
|
|
—
|
|
|
(18.0
|
)
|
|||||
Dividends paid to noncontrolling interest
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Impact of stock options and other
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Proceeds from sale leaseback transaction
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||||
Net cash flows of financing activities
|
(7.9
|
)
|
|
(93.7
|
)
|
|
(65.3
|
)
|
|
—
|
|
|
(166.9
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
2.2
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
0.2
|
|
|
(11.5
|
)
|
|
—
|
|
|
(11.3
|
)
|
|||||
Cash and cash equivalents — beginning of period
|
—
|
|
|
0.8
|
|
|
111.6
|
|
|
—
|
|
|
112.4
|
|
|||||
Cash and cash equivalents — end of period
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
100.1
|
|
|
$
|
—
|
|
|
$
|
101.1
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flows of operating activities
|
$
|
2.6
|
|
|
$
|
179.2
|
|
|
$
|
29.6
|
|
|
$
|
(11.7
|
)
|
|
$
|
199.7
|
|
Cash flows of investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(18.6
|
)
|
|
(42.9
|
)
|
|
—
|
|
|
(61.5
|
)
|
|||||
Proceeds from properties sold
|
—
|
|
|
0.1
|
|
|
1.7
|
|
|
—
|
|
|
1.8
|
|
|||||
Reduction of cash due to Venezuela deconsolidation
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|
—
|
|
|
(8.2
|
)
|
|||||
Disposal of subsidiaries, net of cash disposed of
|
—
|
|
|
88.4
|
|
|
(10.0
|
)
|
|
—
|
|
|
78.4
|
|
|||||
Other
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||||
Net cash flows of investing activities
|
—
|
|
|
69.7
|
|
|
(59.2
|
)
|
|
—
|
|
|
10.5
|
|
|||||
Cash flows of financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(35.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.3
|
)
|
|||||
Intercompany accounts
|
158.3
|
|
|
(208.4
|
)
|
|
38.4
|
|
|
11.7
|
|
|
—
|
|
|||||
Proceeds from debt
|
—
|
|
|
2,082.1
|
|
|
863.4
|
|
|
—
|
|
|
2,945.5
|
|
|||||
Repayments of debt
|
(125.0
|
)
|
|
(2,091.3
|
)
|
|
(950.9
|
)
|
|
—
|
|
|
(3,167.2
|
)
|
|||||
Dividends paid to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
|||||
Impact of stock options and other
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
Net cash flows of financing activities
|
(2.6
|
)
|
|
(217.6
|
)
|
|
(51.6
|
)
|
|
11.7
|
|
|
(260.1
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(31.7
|
)
|
|
(11.8
|
)
|
|
—
|
|
|
(43.5
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
(0.4
|
)
|
|
(93.0
|
)
|
|
—
|
|
|
(93.4
|
)
|
|||||
Cash and cash equivalents — beginning of period
|
—
|
|
|
1.2
|
|
|
204.6
|
|
|
—
|
|
|
205.8
|
|
|||||
Cash and cash equivalents — end of period
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
111.6
|
|
|
$
|
—
|
|
|
$
|
112.4
|
|
|
|
Year ended
|
||||||||||
(in millions)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Beginning Balance
|
|
$
|
1,092.4
|
|
|
$
|
1,114.5
|
|
|
$
|
1,280.8
|
|
Non-cash transactions
|
|
|
|
|
|
|
||||||
Deferred tax
|
|
53.8
|
|
|
(27.6
|
)
|
|
(19.9
|
)
|
|||
Equity based awards
|
|
13.3
|
|
|
5.2
|
|
|
11.7
|
|
|||
Foreign currency and other
|
|
0.6
|
|
|
28.4
|
|
|
0.2
|
|
|||
Cash transactions
|
|
(137.4
|
)
|
|
(28.1
|
)
|
|
(158.3
|
)
|
|||
Ending Balance
|
|
$
|
1,022.7
|
|
|
$
|
1,092.4
|
|
|
$
|
1,114.5
|
|
(in millions)
|
|
Dec 31, 2017
|
|
Dec 31, 2016
|
||||
5.75% Senior Notes due 2022
|
|
$
|
600.0
|
|
|
$
|
600.0
|
|
Subordinated Convertible Notes due 2029
|
|
429.5
|
|
|
429.5
|
|
||
Debt discount
|
|
(253.1
|
)
|
|
(255.6
|
)
|
||
Debt issuance costs
|
|
(9.1
|
)
|
|
(10.6
|
)
|
||
Other
|
|
9.0
|
|
|
9.0
|
|
||
Total Parent Company debt
|
|
776.3
|
|
|
772.3
|
|
||
Less current maturities
|
|
—
|
|
|
—
|
|
||
Parent Company Long-term debt
|
|
$
|
776.3
|
|
|
$
|
772.3
|
|
(in millions)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
Debt maturities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600.0
|
|
|
For the Year Ended
|
||||||||||
|
Dec 31, 2017
|
|
Dec 31, 2016
|
|
Dec 31, 2015
|
||||||
Accounts Receivable Allowances:
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
20.2
|
|
|
$
|
23.0
|
|
|
$
|
32.0
|
|
Impact of foreign currency exchange rate changes
|
0.8
|
|
|
(0.1
|
)
|
|
(4.2
|
)
|
|||
Provision
|
4.1
|
|
|
5.1
|
|
|
8.1
|
|
|||
Write-offs
|
(1.1
|
)
|
|
(4.4
|
)
|
|
(3.1
|
)
|
|||
Other
|
(4.8
|
)
|
|
(3.4
|
)
|
|
(9.8
|
)
|
|||
Ending balance
|
$
|
19.2
|
|
|
$
|
20.2
|
|
|
$
|
23.0
|
|
Deferred Tax Valuation Allowance:
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
177.1
|
|
|
$
|
172.1
|
|
|
$
|
145.4
|
|
Additions charged to tax expense
|
13.7
|
|
|
27.9
|
|
|
45.8
|
|
|||
Changes attributable to acquisitions and dispositions
|
(38.9
|
)
|
|
(20.5
|
)
|
|
6.3
|
|
|||
Changes impacting equity and other movements
|
18.9
|
|
|
0.9
|
|
|
(18.6
|
)
|
|||
Reductions from utilization and reassessments
|
(13.4
|
)
|
|
(3.3
|
)
|
|
(6.8
|
)
|
|||
Ending balance
|
$
|
157.4
|
|
|
$
|
177.1
|
|
|
$
|
172.1
|
|