Form 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 1, 2010
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number: 1-12983
GENERAL CABLE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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06-1398235
(I.R.S. Employer Identification No.) |
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4 Tesseneer Drive
Highland Heights, KY
(Address of principal executive offices)
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41076-9753
(Zip Code) |
Registrants telephone number, including area code: (859) 572-8000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes þ
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer, large accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date:
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Class |
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Outstanding at October 29, 2010 |
Common Stock, $0.01 per value
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52,111,802 |
GENERAL CABLE CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
2
PART I. FINANCIAL STATEMENTS
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in millions, except per share data)
(unaudited)
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Three Fiscal Months Ended |
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Nine Fiscal Months Ended |
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October 1, |
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October 2, |
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October 1, |
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October 2, |
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2010 |
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2009 |
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2010 |
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2009 |
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Net sales |
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$ |
1,200.5 |
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$ |
1,081.8 |
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$ |
3,507.1 |
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$ |
3,256.2 |
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Cost of sales |
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1,075.2 |
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916.1 |
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3,099.5 |
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2,874.7 |
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Gross profit |
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125.3 |
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165.7 |
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407.6 |
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381.5 |
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Selling, general and administrative expenses |
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83.2 |
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81.3 |
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248.4 |
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258.0 |
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Operating income |
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42.1 |
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84.4 |
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159.2 |
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123.5 |
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Other income (expense) |
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7.7 |
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0.9 |
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(31.8 |
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11.0 |
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Interest income (expense): |
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Interest expense |
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(19.4 |
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(21.4 |
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(57.2 |
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(66.0 |
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Interest income |
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1.5 |
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0.9 |
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3.7 |
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2.7 |
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(17.9 |
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(20.5 |
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(53.5 |
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(63.3 |
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Income before income taxes |
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31.9 |
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64.8 |
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73.9 |
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71.2 |
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Income tax benefit (provision) |
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(10.5 |
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(18.3 |
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(32.9 |
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(16.5 |
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Equity in earnings of affiliated companies |
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0.4 |
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0.1 |
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1.0 |
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0.4 |
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Net income including noncontrolling interest |
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21.8 |
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46.6 |
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42.0 |
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55.1 |
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Less: preferred stock dividends |
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0.1 |
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0.1 |
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0.3 |
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0.3 |
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Less: net income attributable to noncontrolling interest |
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3.6 |
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2.9 |
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7.6 |
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7.1 |
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Net income attributable to Company common shareholders |
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$ |
18.1 |
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$ |
43.6 |
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$ |
34.1 |
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$ |
47.7 |
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Earnings per share |
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Earnings per common share-basic |
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$ |
0.35 |
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$ |
0.84 |
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$ |
0.65 |
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$ |
0.92 |
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Weighted average common shares-basic |
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52.1 |
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52.0 |
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52.1 |
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51.9 |
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Earnings per common share-assuming dilution |
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$ |
0.34 |
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$ |
0.83 |
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$ |
0.65 |
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$ |
0.91 |
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Weighted average common shares-assuming dilution |
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53.1 |
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52.9 |
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53.1 |
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52.8 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
3
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in millions, except share data)
(unaudited)
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October 1, |
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December 31, |
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2010 |
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2009 |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
391.0 |
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$ |
499.4 |
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Receivables, net of allowances of $19.1 million at October 1, 2010 and
$21.9 million at December 31, 2009 |
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1,045.7 |
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903.6 |
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Inventories, net |
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1,162.3 |
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1,002.4 |
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Deferred income taxes |
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50.7 |
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52.6 |
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Prepaid expenses and other |
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100.7 |
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94.7 |
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Total current assets |
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2,750.4 |
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2,552.7 |
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Property, plant and equipment, net |
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1,037.3 |
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1,015.3 |
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Deferred income taxes |
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21.1 |
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24.1 |
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Goodwill |
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171.9 |
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157.4 |
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Intangible assets, net |
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201.8 |
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197.6 |
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Unconsolidated affiliated companies |
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10.2 |
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10.2 |
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Other non-current assets |
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72.9 |
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56.8 |
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Total assets |
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$ |
4,265.6 |
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$ |
4,014.1 |
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Liabilities and Total Equity |
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Current Liabilities: |
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Accounts payable |
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$ |
860.3 |
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$ |
762.5 |
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Accrued liabilities |
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372.5 |
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361.9 |
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Current portion of long-term debt |
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118.4 |
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53.0 |
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Total current liabilities |
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1,351.2 |
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1,177.4 |
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Long-term debt |
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882.3 |
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869.3 |
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Deferred income taxes |
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194.9 |
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209.5 |
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Other liabilities |
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241.7 |
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248.1 |
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Total liabilities |
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2,670.1 |
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2,504.3 |
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Commitments and Contingencies |
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Total Equity: |
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Redeemable convertible preferred stock, at redemption value (liquidation
preference of $50.00 per share): |
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October 1, 2010 76,202 shares outstanding
December 31, 2009 76,202 shares outstanding |
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3.8 |
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3.8 |
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Common stock, $0.01 par value, issued and outstanding shares: |
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October 1, 2010 52,111,802 (net of 6,207,121 treasury shares)
December 31, 2009 52,008,052 (net of 6,187,527 treasury shares) |
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0.6 |
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0.6 |
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Additional paid-in capital |
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648.7 |
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637.1 |
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Treasury stock |
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(73.3 |
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(72.9 |
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Retained earnings |
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840.3 |
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806.1 |
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Accumulated other comprehensive income (loss) |
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45.5 |
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(8.9 |
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Total Company shareholders equity |
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1,465.6 |
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1,365.8 |
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Noncontrolling interest |
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129.9 |
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144.0 |
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Total equity |
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1,595.5 |
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1,509.8 |
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Total liabilities and equity |
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$ |
4,265.6 |
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$ |
4,014.1 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
4
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
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Nine Fiscal Months Ended |
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October 1, |
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October 2, |
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2010 |
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2009 |
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Cash flows of operating activities: |
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Net income including noncontrolling interest |
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$ |
42.0 |
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$ |
55.1 |
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Adjustments to reconcile net income to net cash flows of operating activities: |
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Depreciation and amortization |
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74.8 |
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74.6 |
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Amortization on restricted stock awards |
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3.2 |
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3.1 |
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Foreign currency exchange (gain) loss |
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31.6 |
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(11.0 |
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Deferred income taxes |
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(7.4 |
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(19.2 |
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Excess tax benefits from stock-based compensation |
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(0.2 |
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(0.7 |
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Convertible debt instruments noncash interest charges |
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14.3 |
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29.5 |
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(Gain) loss on disposal of property |
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(1.4 |
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2.3 |
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Changes in operating assets and liabilities, net of effect of
acquisitions and divestitures: |
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(Increase) decrease in receivables |
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(122.6 |
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147.8 |
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(Increase) decrease in inventories |
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(142.7 |
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149.2 |
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(Increase) decrease in other assets |
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(7.7 |
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6.4 |
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Increase (decrease) in accounts payable, accrued and other liabilities |
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96.7 |
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(71.8 |
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Net cash flows of operating activities |
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(19.4 |
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365.3 |
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Cash flows of investing activities: |
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Capital expenditures |
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(82.5 |
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(110.3 |
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Proceeds from properties sold |
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4.4 |
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0.4 |
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Acquisitions, net of cash acquired |
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(31.7 |
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(14.2 |
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Other |
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3.4 |
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4.9 |
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Net cash flows of investing activities |
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(106.4 |
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(119.2 |
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Cash flows of financing activities: |
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Preferred stock dividends paid |
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(0.3 |
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(0.3 |
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Excess tax benefits from stock-based compensation |
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0.2 |
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0.7 |
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Proceeds from revolving credit borrowings |
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11.1 |
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91.5 |
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Repayments of revolving credit borrowings |
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(11.1 |
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(91.5 |
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Proceeds (repayments) of other debt |
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61.1 |
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(82.7 |
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Dividends paid to non-controlling interest |
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(3.9 |
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Proceeds from exercise of stock options |
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0.2 |
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0.4 |
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Net cash flows of financing activities |
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57.3 |
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(81.9 |
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Effect of exchange rate changes on cash and cash equivalents |
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(39.9 |
) |
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5.4 |
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Increase (decrease) in cash and cash equivalents |
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(108.4 |
) |
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169.6 |
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Cash and cash equivalents beginning of period |
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499.4 |
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282.6 |
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Cash and cash equivalents end of period |
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$ |
391.0 |
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$ |
452.2 |
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Supplemental Information |
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Cash paid during the period for: |
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Income tax payments, net of refunds |
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$ |
23.0 |
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$ |
(11.2 |
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Interest paid |
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$ |
31.8 |
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$ |
36.7 |
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Non-cash investing and financing activities: |
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Issuance of nonvested shares |
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$ |
2.8 |
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$ |
3.2 |
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Capital lease obligations for new equipment |
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$ |
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$ |
6.9 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
5
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
1. Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements of General Cable Corporation
and Subsidiaries (General Cable or the Company) have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP) for interim
financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by GAAP for complete
financial statements. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Results of operations
for the three and nine fiscal months ended October 1, 2010 are not necessarily indicative of
results that may be expected for the full year. The December 31, 2009 condensed consolidated
balance sheet amounts are derived from the audited financial statements, as adjusted for the change
in inventory accounting principle as discussed below, but do not include all disclosures herein
required by GAAP. These financial statements should be read in conjunction with the audited
financial statements and notes thereto in General Cables 2009 Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 1, 2010. The Companys fiscal quarters
consist of 13-week periods ending on the Friday nearest to the end of the calendar months of March,
June and September.
Effective January 1, 2010, the Company changed its method of valuing all of its inventories that
used the last-in, first-out (LIFO) method to the average cost method. The Company applied this
change in accounting principle retrospectively to all prior periods presented herein in accordance
with ASC250 Accounting Changes and Error Corrections. See Note 2, Accounting Standards for
information on this change in accounting principle.
The condensed consolidated financial statements include the accounts of General Cable Corporation
and its wholly-owned subsidiaries. Investments in 50% or less owned joint ventures in which the
Company has the ability to exercise significant influence are accounted for under the equity method
of accounting. All intercompany transactions and balances among the consolidated companies have
been eliminated.
2. Accounting Standards
During the nine fiscal months ended October 1, 2010, the Company did not change any of its existing
accounting policies with the exception of the following accounting principle, which was adopted and
became effective with respect to the Company on January 1, 2010:
Effective January 1, 2010, the Company changed its method of accounting for its North American
inventories and non-North American metal inventories from the LIFO method to the average cost
method. Inventories valued using the LIFO method represented approximately 57% of total
inventories as of December 31, 2009. The Company believes the change is preferable because the
average cost method improves financial reporting by better matching sales and expenses,
particularly during periods of metal and petrochemical price volatility or reductions in inventory
quantities and enhances comparability with industry peers. The Company applied this change in
accounting principle retrospectively to all prior periods presented herein in accordance with
ASC250 Accounting Changes and Error Corrections. As a result of the accounting change, retained
earnings as of January 1, 2009 increased from $597.9 million to $749.7 million. The Company
converted its accounting systems on January 1, 2010, which effectively eliminated its LIFO pools
prospectively.
6
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
As a result of the retrospective application of this change in accounting principle, certain
amounts in the Companys three and nine months ended October 2, 2009 condensed consolidated
statement of operations were adjusted as presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended October 2, 2009 |
|
|
|
As Originally |
|
|
|
|
|
|
|
(in millions, except per share data) |
|
Reported |
|
|
Adjustments |
|
|
As Adjusted |
|
Cost of sales |
|
$ |
957.7 |
|
|
$ |
(41.6 |
) |
|
$ |
916.1 |
|
Operating income |
|
|
42.8 |
|
|
|
41.6 |
|
|
|
84.4 |
|
Provision for income taxes |
|
|
(3.9 |
) |
|
|
(14.4 |
) |
|
|
(18.3 |
) |
Net income including noncontrolling interest |
|
|
19.4 |
|
|
|
27.2 |
|
|
|
46.6 |
|
Net income attributable to Company common shareholders |
|
|
16.4 |
|
|
|
27.2 |
|
|
|
43.6 |
|
Earnings per common share basic |
|
|
0.32 |
|
|
|
0.52 |
|
|
|
0.84 |
|
Earnings per common share assuming dilution |
|
|
0.31 |
|
|
|
0.52 |
|
|
|
0.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Fiscal Months Ended October 2, 2009 |
|
|
|
As Originally |
|
|
|
|
|
|
|
(in millions, except per share data) |
|
Reported |
|
|
Adjustments |
|
|
As Adjusted |
|
Cost of sales |
|
$ |
2,767.9 |
|
|
$ |
106.8 |
|
|
$ |
2,874.7 |
|
Operating income |
|
|
230.3 |
|
|
|
(106.8 |
) |
|
|
123.5 |
|
(Provision) benefit for income taxes |
|
|
(53.4 |
) |
|
|
36.9 |
|
|
|
(16.5 |
) |
Net income including noncontrolling interest |
|
|
125.0 |
|
|
|
(69.9 |
) |
|
|
55.1 |
|
Net income attributable to Company common shareholders |
|
|
117.6 |
|
|
|
(69.9 |
) |
|
|
47.7 |
|
Earnings per common share basic |
|
|
2.27 |
|
|
|
(1.35 |
) |
|
|
0.92 |
|
Earnings per common share assuming dilution |
|
|
2.23 |
|
|
|
(1.32 |
) |
|
|
0.91 |
|
The Companys December 31, 2009 consolidated balance sheet was adjusted as presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2009 |
|
|
|
As Originally |
|
|
|
|
|
|
|
(in millions) |
|
Reported |
|
|
Adjustments |
|
|
As Adjusted |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
$ |
850.3 |
|
|
$ |
152.1 |
|
|
$ |
1,002.4 |
|
Deferred income taxes |
|
|
114.7 |
|
|
|
(62.1 |
) |
|
|
52.6 |
|
Total assets |
|
|
3,924.1 |
|
|
|
90.0 |
|
|
|
4,014.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Total Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Accrued liabilities |
|
|
366.6 |
|
|
|
(4.7 |
) |
|
|
361.9 |
|
Deferred income taxes |
|
|
208.5 |
|
|
|
1.0 |
|
|
|
209.5 |
|
Other liabilities |
|
|
250.0 |
|
|
|
(1.9 |
) |
|
|
248.1 |
|
Total liabilities |
|
|
2,509.9 |
|
|
|
(5.6 |
) |
|
|
2,504.3 |
|
Accumulated other comprehensive loss |
|
|
(4.8 |
) |
|
|
(4.1 |
) |
|
|
(8.9 |
) |
Retained earnings |
|
|
706.4 |
|
|
|
99.7 |
|
|
|
806.1 |
|
Total liabilities and equity |
|
|
3,924.1 |
|
|
|
90.0 |
|
|
|
4,014.1 |
|
The condensed consolidated statement of cash flows for the nine months ended October 2, 2009 was
adjusted as presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Fiscal Months Ended October 2, 2009 |
|
|
|
As Originally |
|
|
|
|
|
|
|
(in millions) |
|
Reported |
|
|
Adjustments |
|
|
As Adjusted |
|
Net income including noncontrolling interests |
|
$ |
125.0 |
|
|
$ |
(69.9 |
) |
|
$ |
55.1 |
|
Deferred income taxes |
|
|
17.7 |
|
|
|
(36.9 |
) |
|
|
(19.2 |
) |
Inventory impairment charges |
|
|
(19.7 |
) |
|
|
19.7 |
|
|
|
|
|
Decrease in inventories |
|
|
62.1 |
|
|
|
87.1 |
|
|
|
149.2 |
|
Net cash flows of operating activities |
|
|
365.3 |
|
|
|
|
|
|
|
365.3 |
|
There was no impact to net cash flows of operating activities as a result of this change in
accounting policy.
7
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
New Accounting Standards
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06 Fair Value
Measurements and Disclosures Improving Disclosures about Fair Value Measurements (ASU
2010-06). ASU 2010-06 requires new disclosures for significant transfers in and out of Level 1 and
2 of the fair value hierarchy and the activity within Level 3 of the fair value hierarchy. The
updated guidance also clarifies existing disclosures regarding the level of disaggregation of
assets or liabilities and the valuation techniques and inputs used to measure fair value. The
updated guidance is effective for interim and annual reporting periods beginning after December 15,
2009, with the exception of the new Level 3 activity disclosures, which are effective for interim
and annual reporting periods beginning after December 15, 2010. The adoption of this accounting
standard had no impact on the Companys Condensed Consolidated Financial Statements.
In May 2010, the FASB issued Accounting Standards Update No. 2010-19 Foreign Currency (Topic 830)
Foreign Currency Issues: Multiple Foreign Currency Exchange Rates (ASU 2010-19). The amendments
in this update are effective as of the announcement date of March 18, 2010. The provisions of ASU
2010-19 did not have a material effect on the financial position, results of operations or cash
flows of the Company.
The FASB issued Accounting Standards Update 2010-12 (ASU 2010-12), which codifies an SEC Staff
Announcement relating to accounting for the Health Care and Education Reconciliation Act of 2010
and the Patient Protection and Affordable Care Act under ASC 740, Income Taxes. Management
completed its assessment and adoption of ASU 2010-12 in the third quarter of 2010, and determined
it has no material impact on the Company.
3. Acquisitions and Divestitures
General Cable actively seeks to identify key global macroeconomic and geopolitical trends in order
to capitalize on expanding markets and new niche markets or exit declining or non-strategic markets
in order to achieve better returns. The Company also sets aggressive performance targets for its
business and intends to refocus or divest those activities which fail to meet targets or do not fit
the Companys long-term strategies. We have completed several acquisitions and joint ventures in
Egypt, South Africa, Oman, and France in the nine fiscal months ended October 1, 2010. The results
of operations of the acquired businesses have been included in the Condensed Consolidated Financial
Statements since the respective dates of the acquisition and have been determined to be
individually and collectively immaterial for disclosure purposes. No material divestitures were
made in the nine fiscal months ended October 1, 2010.
4. Other Income (Expense)
Other income (expense) includes foreign currency transaction gains or losses, which result from
changes in exchange rates between the designated functional currency and the currency in which a
transaction is denominated as well as unrealized gains and losses on derivative instruments that
are not designated as cash flow hedges. During the three and nine fiscal months ended October 1,
2010, the Company recorded other income of $7.7 million and other expense of $31.8 million,
respectively. During the three and nine fiscal months ended October 2, 2009, the Company recorded
other income of $0.9 million and $11.0 million, respectively. For the three months ended October
1, 2010, other income (expense) comprised of other income of $17.1 million related to foreign
currency transaction gains (losses) and other expense of $9.4 million related to unrealized losses
on derivative instruments due to the dedesignation of cash flow hedges of which $8.5 million
results from the deferral of raw material purchases related to changes in the anticipated timing of
a certain project in Brazil. For the nine months ended October 1, 2010, other expense of $29.8
million was a result of the Venezuelan currency devaluation as discussed below, other income of
$7.0 million resulting primarily from foreign currency transaction gains (losses), and other
expense of $9.0 million related to an unrealized loss on derivative instruments as noted above.
During the three and nine fiscal months ended October 2, 2009, the Company recorded other income
(expense) primarily attributable to foreign currency transaction gains and losses.
On January 8, 2010, the Venezuelan government announced the devaluation of its currency (Bolivar
fuertes, BsF) and established a two-tier foreign exchange structure. The official exchange rate
for essential goods (food, medicine and other essential goods) was adjusted from 2.15 BsF per U.S.
dollar to 2.60 BsF per U.S. dollar. The official exchange rate for non-essential goods was adjusted
from 2.15 BsF per U.S. dollar to 4.30 BsF per U.S. dollar. The Company remeasures the financial
statements of its Venezuelan subsidiary at the rate at which the Company expects to remit
dividends, which is 4.30 BsF per U.S dollar.
8
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
In the second quarter, the Company received authorization to import copper at the official exchange
rate for essential goods of 2.60 BsF per U.S. dollar. For the three and nine months ended October
1, 2010, the Company recorded $12.2 million and $16.6 million in foreign exchange gains related to
transactions completed at the 2.60 BsF per U.S. dollar essential rate. To date, 13.2 million
pounds of copper have been approved at the essential rate. The Company purchased 9.3 million and
12.4 million pounds of copper for the three and nine months ended October 1, 2010, respectively, at
the essential rate. Copper imports prior to the approval were imported at a parallel rate of
exchange. For the nine months ended October 1, 2010, the Company recorded $10.7 million in foreign
exchange losses related to copper imports at the parallel rate. In the third quarter, no purchases
were made using the parallel rate of exchange.
On June 9, 2010, the Venezuelan government closed down the parallel market thereby declaring it
illegal and imposing volume restrictions on each entitys trading activity. All other imported
materials, prior to the shutdown of the parallel market, were completed at the parallel rate or the
essential rate based on requests previously on file with the Venezuelan government. The foreign
exchange gain (loss) related to the other imported materials at the parallel rate was immaterial
for the nine months ended October 1, 2010.
Due to the impact of the devaluation of its currency by the Venezuelan government, the Company
recorded a pre-tax charge of $29.8 million in the first quarter of 2010 related to the
remeasurement of the local balance sheet on the date of the devaluation at the official
non-essential rate. The functional currency of the Companys subsidiary in Venezuela is the U.S.
dollar. Excluding the impact of the remeasurement of the local currency balance sheet as it
relates to the devaluation of the Venezuelan Bolivar, other income resulting from foreign currency
transaction gains and losses is $7.0 million in the nine months ended October 1, 2010, which
includes a $5.9 million foreign exchange gain in Venezuela.
5. Inventories
Approximately 82% of the Companys inventories are valued using the average cost method and all
remaining inventories are valued using the first-in, first-out (FIFO) method. All inventories are
stated at the lower of cost or market value.
|
|
|
|
|
|
|
|
|
|
|
October 1, |
|
|
December 31, |
|
(in millions) |
|
2010 |
|
|
2009 |
|
Raw materials |
|
$ |
223.8 |
|
|
$ |
158.3 |
|
Work in process |
|
|
218.3 |
|
|
|
154.2 |
|
Finished goods |
|
|
720.2 |
|
|
|
689.9 |
|
|
|
|
|
|
|
|
Total |
|
$ |
1,162.3 |
|
|
$ |
1,002.4 |
|
|
|
|
|
|
|
|
As of December 31, 2009, inventories have been retrospectively adjusted for the change from the
LIFO method of inventory accounting to the average cost method. See Note 2 for information on this
change in accounting principle.
6. Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Costs assigned to
property, plant and equipment relating to acquisitions are based on estimated fair values at the
acquisition date. Depreciation is recorded using the straight-line method over the estimated useful
lives of the assets: new buildings, from 15 to 50 years; and machinery, equipment and office
furnishings, from 2 to 15 years. Leasehold improvements are depreciated over the shorter of the
lease term or the useful life of the asset, unless acquired in a business combination, in which
case the leasehold improvements are amortized over the shorter of the useful life of the asset or a
term that includes the reasonably assured life of the lease.
Property, plant and equipment consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
October 1, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Land |
|
$ |
111.1 |
|
|
$ |
109.2 |
|
Buildings and leasehold improvements |
|
|
300.1 |
|
|
|
290.4 |
|
Machinery, equipment and office furnishings |
|
|
1,001.8 |
|
|
|
967.2 |
|
Construction in progress |
|
|
101.6 |
|
|
|
77.1 |
|
|
|
|
|
|
|
|
Total gross book value |
|
|
1,514.6 |
|
|
|
1,443.9 |
|
Less accumulated depreciation |
|
|
(477.3 |
) |
|
|
(428.6 |
) |
|
|
|
|
|
|
|
Total net book value |
|
$ |
1,037.3 |
|
|
$ |
1,015.3 |
|
|
|
|
|
|
|
|
Depreciation expense for the three and nine fiscal months ended October 1, 2010 was $21.4 million
and $62.4 million, respectively. Depreciation expense for the three and nine fiscal months ended
October 2, 2009 was $21.4 million and $62.0 million, respectively.
9
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
The Company periodically evaluates the recoverability of the carrying amount of long-lived assets
(including property, plant and equipment and intangible assets with determinable lives) whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be fully
recoverable. The Company evaluates events or changes in circumstances based mostly on actual
historical operating results, but business plans, forecasts, general and industry trends, and
anticipated cash flows are also considered. Impairment is assessed when the undiscounted expected
future cash flows derived from an asset are less than its carrying amount. Impairment losses are
measured as the amount by which the carrying value of an asset exceeds its fair value and are
recognized in earnings. The Company also continually evaluates the estimated useful lives of all
long-lived assets and, when warranted, revises such estimates based on current events. No material
impairment charges occurred during the nine fiscal months ended October 1, 2010 and October 2,
2009.
7. Goodwill and Other Intangible Assets
Goodwill and intangible assets with indefinite useful lives are not amortized, but are reviewed at
least annually for impairment. If the carrying amount of goodwill or an intangible asset with an
indefinite life exceeds its fair value, an impairment loss would be recognized in the amount equal
to the excess. Intangible assets that are not deemed to have indefinite lives are amortized over
their useful lives.
The amounts of goodwill and indefinite-lived intangible assets were as follows in millions of
dollars:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
Indefinite-lived assets Trade names |
|
|
|
North |
|
|
Europe and |
|
|
|
|
|
|
|
|
|
|
North |
|
|
Europe and |
|
|
|
|
|
|
|
|
|
America |
|
|
Mediterranean |
|
|
ROW |
|
|
Total |
|
|
America |
|
|
Mediterranean |
|
|
ROW |
|
|
Total |
|
Balance at December 31, 2009 |
|
$ |
5.2 |
|
|
$ |
|
|
|
$ |
152.2 |
|
|
$ |
157.4 |
|
|
$ |
|
|
|
$ |
0.5 |
|
|
$ |
129.3 |
|
|
$ |
129.8 |
|
Acquisitions |
|
|
1.4 |
|
|
|
5.0 |
|
|
|
1.3 |
|
|
|
7.7 |
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
2.4 |
|
Currency translation and
other adjustments |
|
|
(4.3 |
) |
|
|
|
|
|
|
11.1 |
|
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
6.0 |
|
|
|
6.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at October 1, 2010 |
|
$ |
2.3 |
|
|
$ |
5.0 |
|
|
$ |
164.6 |
|
|
$ |
171.9 |
|
|
$ |
2.4 |
|
|
$ |
0.5 |
|
|
$ |
135.3 |
|
|
$ |
138.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts of other intangible assets customer relationships were as follows in millions of
dollars:
|
|
|
|
|
|
|
|
|
|
|
October 1, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
107.0 |
|
|
$ |
106.4 |
|
Accumulated amortization |
|
|
(45.7 |
) |
|
|
(34.8 |
) |
Foreign currency translation adjustment |
|
|
2.3 |
|
|
|
(3.8 |
) |
|
|
|
|
|
|
|
Amortized intangible assets, net |
|
$ |
63.6 |
|
|
$ |
67.8 |
|
|
|
|
|
|
|
|
Amortized intangible assets are stated at cost less accumulated amortization as of October 1, 2010
and December 31, 2009. Customer relationships have been determined to have a useful life in the
range of 3.5 to 10 years and the Company has accelerated the amortization expense to align with the
historical customer attrition rates. The amortization of intangible assets for the first nine
fiscal months of 2010 and 2009 was $10.9 million and $11.8 million, respectively. The estimated
amortization expense during the twelve month periods beginning October 1, 2010 through September
30, 2015, based on exchange rates as of October 1, 2010, are $12.9 million, $10.5 million, $9.6
million, $8.9 million, $8.0 million and $13.7 million thereafter.
10
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
8. Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
October 1, |
|
|
December 31, |
|
(in millions) |
|
2010 |
|
|
2009 |
|
North America |
|
|
|
|
|
|
|
|
Subordinated Convertible Notes due 2029 |
|
$ |
429.5 |
|
|
$ |
429.5 |
|
Debt discount on Subordinated Convertible Notes due 2029 |
|
|
(265.9 |
) |
|
|
(266.6 |
) |
1.00% Senior Convertible Notes due 2012 |
|
|
10.6 |
|
|
|
10.6 |
|
Debt discount on 1.00% Senior Convertible Notes due 2012 |
|
|
(1.2 |
) |
|
|
(1.7 |
) |
0.875% Convertible Notes due 2013 |
|
|
355.0 |
|
|
|
355.0 |
|
Debt discount on 0.875% Convertible Notes due 2013 |
|
|
(63.9 |
) |
|
|
(77.0 |
) |
7.125% Senior Notes due 2017 |
|
|
200.0 |
|
|
|
200.0 |
|
Senior Floating Rate Notes |
|
|
125.0 |
|
|
|
125.0 |
|
Amended Credit Facility |
|
|
|
|
|
|
|
|
Other |
|
|
9.1 |
|
|
|
9.1 |
|
Europe and Mediterranean |
|
|
|
|
|
|
|
|
Spanish Term Loan |
|
|
54.4 |
|
|
|
72.5 |
|
Credit facilities |
|
|
18.8 |
|
|
|
31.4 |
|
Uncommitted accounts receivable facilities |
|
|
|
|
|
|
1.1 |
|
Other |
|
|
16.4 |
|
|
|
17.1 |
|
ROW |
|
|
|
|
|
|
|
|
Credit facilities |
|
|
112.9 |
|
|
|
16.3 |
|
|
|
|
|
|
|
|
Total debt |
|
|
1,000.7 |
|
|
|
922.3 |
|
Less current maturities |
|
|
118.4 |
|
|
|
53.0 |
|
|
|
|
|
|
|
|
Long-term debt |
|
$ |
882.3 |
|
|
$ |
869.3 |
|
|
|
|
|
|
|
|
At October 1, 2010, maturities of long-term debt during the twelve month periods beginning October
1, 2010 through September 30, 2015 are $118.4 million,
$56.6 million, $28.7 million, $294.1 million
and $127.3 million, respectively, and $375.6 million thereafter. As of October 1, 2010 and December
31, 2009, the Company was in compliance with all debt covenants as discussed below.
On December 15, 2009, the Company completed an offer to exchange $925 principal amount of new
subordinated convertible notes due in 2029 for each $1,000 principal amount of the 1.00% Senior
Convertible Notes due in 2012 which resulted in the issuance of $429.5 million aggregate principal
amount of new Subordinated Convertible Notes due in 2029 in exchange for approximately 97.8% or
$464.4 million aggregate principal amount of the 1.00% senior convertible notes due in 2012. An
aggregate principal amount of $10.6 million of the 1.00% Senior Convertible Notes due in 2012
remain outstanding after completion of the exchange offer. The exchange was treated as an
extinguishment of the 1.00% Senior Convertible Notes due in 2012 and issuance of new subordinated
debt due in 2029 for the notes that were tendered. In the fourth quarter of 2009, the Company
recorded a non-cash pre-tax loss on debt extinguishment of $7.6 million or approximately $0.10
earnings per share which included the write-off of $4.9 million of unamortized debt issuance costs
related to the 1.00% Senior Convertible Notes due in 2012.
The Companys convertible debt instruments outstanding as of October 1, 2010 and December 31, 2009
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Convertible Notes |
|
|
1.00% Senior Convertible Notes |
|
|
0.875% Convertible Notes |
|
|
|
October 1, |
|
|
December 31, |
|
|
October 1, |
|
|
December 31, |
|
|
October 1, |
|
|
December 31, |
|
(in millions) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Face value |
|
$ |
429.5 |
|
|
$ |
429.5 |
|
|
$ |
10.6 |
|
|
$ |
10.6 |
|
|
$ |
355.0 |
|
|
$ |
355.0 |
|
Debt discount |
|
|
(265.9 |
) |
|
|
(266.6 |
) |
|
|
(1.2 |
) |
|
|
(1.7 |
) |
|
|
(63.9 |
) |
|
|
(77.0 |
) |
Book value |
|
|
163.6 |
|
|
|
162.9 |
|
|
|
9.4 |
|
|
|
8.9 |
|
|
|
291.1 |
|
|
|
278.0 |
|
Maturity date |
|
November 2029 |
|
October 2012 |
|
November 2013 |
Stated annual interest rate |
|
4.50% until Nov 2019 2.25% until Nov 2029 |
|
1.00% until Oct 2012 |
|
0.875% until Nov 2013 |
Interest payments |
|
Semi-annually:
May 15 & November 15 |
|
Semi-annually:
April 15 & October 15 |
|
Semi-annually:
May 15 & November 15 |
11
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
As of October 1, 2010, the fair value of the Companys Subordinated Convertible Notes, 1.00% Senior
Convertible Notes and 0.875% Convertible Notes was $429.4 million, $9.1 million and $317.3 million,
respectively. The 1.00% Senior Convertible Notes and the 0.875% Convertible Notes are
unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Companys
wholly-owned U.S. and Canadian subsidiaries. For additional information on the convertible notes,
refer to the Companys 2009 Annual Report on Form 10-K.
Subordinated Convertible Notes
The Companys Subordinated Convertible Notes were issued on December 15, 2009 in the amount of
$429.5 million pursuant to the aforementioned exchange offer. The notes and the common stock
issuable upon conversion were registered on a Registration Statement on Form S-4, initially filed
with the SEC on October 27, 2009, as amended and as declared effective by the SEC on December 15,
2009. At issuance, the Company separately accounted for the liability and equity components of the
instrument, based on the Companys nonconvertible debt borrowing rate on the instruments issuance
date of 12.5%. At
issuance, the liability and equity components were $162.9 million and $266.6 million, respectively.
The equity component (debt discount) is being amortized to interest expense based on the effective
interest method. There were no proceeds generated from the transaction and the Company incurred
issuance fees and expenses of approximately $14.6 million as a result of the exchange offer which
have been proportionately allocated to the liability and equity components of the new subordinated
notes due in 2029.
1.00% Senior Convertible Notes
As a result of the aforementioned exchange offer, approximately 97.8% or $464.4 million of the
Companys 1.00% Senior Convertible Notes were validly tendered. After the exchange offer there
were $10.6 million of the 1.00% Senior Convertible Notes outstanding. The Companys 1.00% Senior
Convertible Notes were originally issued in September 2007 in the amount of $475.0 million and sold
to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as
amended (the Securities Act). Subsequently, on July 16, 2008, the resale of the notes and the
common stock issuable upon conversion of the notes was registered on a Registration Statement on
Form S-3. Beginning January 1, 2009, the Company separately accounted for the liability and equity
components of the instrument, retrospectively, based on the Companys nonconvertible debt borrowing
rate on the instruments issuance date of 7.5%. At issuance, the liability and equity components
were $348.2 million and $126.8 million, respectively. At the exchange date of December 15, 2009,
the liability and equity components were $389.7 million and $74.7 million, respectively. The
equity component (debt discount) on the remaining outstanding notes is being amortized to interest
expense based on the effective interest method.
Proceeds from the 1.00% Senior Convertible Notes were used to partially fund the purchase price of
$707.6 million related to the Phelps Dodge International Corporation (PDIC) acquisition and pay
transaction costs of approximately $12.3 million directly related to the note issuance which have
been allocated to the liability and equity components in proportion to the allocation of proceeds.
0.875% Convertible Notes
The Companys 0.875% Convertible Notes were issued in November of 2006 in the amount of $355.0
million. At the time of issuance, the notes and the common stock issuable upon conversion of the
notes were registered on a Registration Statement on Form S-3ASR, which was subsequently renewed on
September 30, 2009 when the Company filed a Renewal Registration Statement for the underlying
common stock on Form S-3ASR. Beginning January 1, 2009, the Company separately accounted for the
liability and equity components of the instrument, retrospectively, based on the Companys
nonconvertible debt borrowing rate on the instruments issuance date of 7.35%. At issuance, the
liability and equity components were $230.9 million and $124.1 million, respectively. The equity
component (debt discount) is being amortized to interest expense based on the effective interest
method.
Concurrent with the sale of the 0.875% Convertible Notes, the Company purchased note hedges that
are designed to mitigate potential dilution from the conversion of the 0.875% Convertible Notes in
the event that the market value per share of the Companys common stock at the time of exercise is
greater than approximately $50.36. Under the note hedges that cover approximately 7,048,880 shares
of the Companys common stock, the counterparties are required to deliver to the Company either
shares of the Companys common stock or cash in the amount that the Company delivers to the holders
of the 0.875% Convertible Notes with respect to a conversion, calculated exclusive of shares
deliverable by the Company by reason of any additional make whole premium relating to the 0.875%
Convertible Notes or by reason of any election by the Company to unilaterally increase the
conversion rate as permitted by the indenture governing the 0.875% Convertible Notes. The note
hedges expire at the close of trading on November 15, 2013, which is also the maturity date of the
0.875% Convertible Notes, although the counterparties will have ongoing obligations with respect to
0.875% Convertible Notes properly converted on or prior to that date as to which the counterparties
have been timely notified.
12
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
The Company issued warrants to counterparties that could require the Company to issue up to
approximately 7,048,880 shares of the Companys common stock in equal installments on each of the
fifteen consecutive business days beginning on and including February 13, 2014. The strike price
is $76.00 per share, which represents a 92.4% premium over the closing price of the Companys
shares of common stock on November 9, 2006. The warrants are expected to provide the Company with
some protection against increases in the common stock price over the conversion price per share.
The note hedges and warrants are separate and legally distinct instruments that bind the Company
and the counterparties and have no binding effect on the holders of the 0.875% Convertible Notes.
In addition, the note hedges and warrants were recorded as a charge and an increase, respectively,
in additional paid-in capital in total equity as separate equity transactions.
Proceeds from the offering were used to decrease outstanding debt by $87.8 million, including
accrued interest, under the Companys Amended Credit Facility, to pay $124.5 million for the cost
of the note hedges, and to pay transaction costs of approximately $9.4 million directly related to
the issuance which have been allocated to the liability and equity components in proportion to the
allocation of proceeds. Additionally, the Company received $80.4 million in proceeds from the
issuance of the warrants. At the conclusion of these transactions, the net effect of the receipt
of the funds from the 0.875% Convertible
Notes and the payments and proceeds mentioned above was an increase in cash of approximately $213.7
million, which is being used by the Company for general corporate purposes, including acquisitions.
7.125% Senior Notes and Senior Floating Rate Notes
The Companys $325.0 million in aggregate principal amount of new senior unsecured notes, comprised
of $125.0 million of Senior Floating Rate Notes due 2015 (the Senior Floating Rate Notes) and
$200.0 million of 7.125% Senior Fixed Rate Notes due 2017 (the 7.125% Senior Notes and together,
the Notes) were offered and sold in private transactions in accordance with Rule 144A and
Regulation S under the Securities Act on March 21, 2007. An exchange offer commenced on June 11,
2007 and was completed on October 16, 2007 to replace the unregistered Notes with registered Notes
with like terms pursuant to an effective Registration Statement on Form S-4.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.125% Senior Notes |
|
|
Senior Floating Rate Notes |
|
(in millions) |
|
October 1, 2010 |
|
|
Dec 31, 2009 |
|
|
October 1, 2010 |
|
|
Dec 31, 2009 |
|
Face value |
|
$ |
200.0 |
|
|
$ |
200.0 |
|
|
$ |
125.0 |
|
|
$ |
125.0 |
|
Fair value |
|
|
206.0 |
|
|
|
196.0 |
|
|
|
114.2 |
|
|
|
111.3 |
|
Interest rate |
|
|
7.125 |
% |
|
|
7.125 |
% |
|
|
2.9 |
% |
|
|
2.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semi-annually: |
|
|
3-month LIBOR rate plus 2.375% |
|
Interest payment |
|
Apr 1 & Oct 1 |
|
|
Quarterly: Jan 1, Apr 1, Jul 1 & Oct 1 |
|
Maturity date |
|
April 2017 |
|
|
July 2015 |
|
Guarantee |
|
Jointly and severally guaranteed by the Companys wholly-owned U.S. and Canadian subsidiaries |
|
Call Option(1) |
|
Beginning Date |
|
|
Percentage |
|
|
Beginning Date |
|
|
Percentage |
|
|
|
April 1, 2012 |
|
|
103.563 |
% |
|
April 1, 2009 |
|
|
102.0 |
% |
|
|
April 1, 2013 |
|
|
102.375 |
% |
|
April 1, 2010 |
|
|
101.0 |
% |
|
|
April 1, 2014 |
|
|
101.188 |
% |
|
April 1, 2011 |
|
|
100.0 |
% |
|
|
April 1, 2015 |
|
|
100.000 |
% |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company may, at its option, redeem the Notes on or after the following dates and percentages (plus interest due). |
The Notes indenture contains covenants that limit the ability of the Company and certain of its
subsidiaries to (i) pay dividends on, redeem or repurchase the Companys capital stock; (ii) incur
additional indebtedness; (iii) make investments; (iv) create liens; (v) sell assets; (vi) engage in
certain transactions with affiliates; (vii) create or designate unrestricted subsidiaries; and
(viii) consolidate, merge or transfer all or substantially all assets. However, these covenants
are subject to important exceptions and qualifications, one of which will permit the Company to
declare and pay dividends or distributions on the Series A preferred stock provided there is no
default on the Notes and certain financial conditions are met.
Proceeds from the Notes of $325.0 million, less approximately $7.9 million of cash payments for
fees and expenses that are being amortized over the life of the Notes, were used to pay
approximately $285.0 million for the 9.5% Senior Notes, $9.3 million for accrued interest on the
9.5% Senior Notes and $20.5 million for tender fees and the inducement premium on the 9.5% Senior
Notes, leaving net cash proceeds of approximately $2.3 million which were used for general
corporate purposes.
Senior Secured Revolving Credit Facility (Amended Credit Facility)
The Companys current senior secured revolving credit facility (Amended Credit Facility), as
amended, is a five-year, $400.0 million asset based revolving credit agreement that includes an
approximate $50.0 million sublimit for the issuance of commercial and standby letters of credit and
a $20.0 million sublimit for swingline loans. The Company under the Amended Credit Facility has
the option (subject to certain limitations and conditions) to elect whether loans under the Amended
Credit Facility will be LIBOR loans or alternative base rate loans. Eurodollar loans bear interest
at a rate equal to an adjusted LIBOR rate plus an applicable margin percentage, ranging from 1.125%
to 1.875% and alternative base rate loans bear interest at a rate equal to an alternative base rate
plus an applicable margin percentage ranging from 0.00% to 0.625%. The applicable margin percentage
is subject to adjustments based upon the excess availability, as defined in the Amended Credit
Facility. Indebtedness under the Amended Credit Facility is guaranteed by the Companys U.S. and
Canadian subsidiaries and is secured by a first priority security interest in tangible and
intangible property and assets of the Companys U.S. and Canadian subsidiaries. The lenders have
also received a pledge of all of the capital stock of the Companys existing U.S. subsidiaries and
any future U.S. subsidiaries.
13
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
The Amended Credit Facility requires that the Company comply with certain financial and negative
covenants, the principal covenant of which is a quarterly minimum fixed charge coverage ratio test,
which is only applicable when excess availability, as defined, is below a certain threshold.
However, the Company will be permitted to declare and pay dividends or distributions on the Series
A preferred stock so long as there is no default under the Amended Credit Facility and certain
financial conditions are met.
The Company pays quarterly fees in connection with the issuance of letters of credit and commitment
fees equal to 50 basis points, per annum on any unused commitments under the Amended Credit
Facility. Both fees are payable quarterly. In connection with the original issuance and related
subsequent amendments to the Amended Credit Facility, the Company incurred fees and expenses
aggregating $11.1 million, which are being amortized over the term of the Amended Credit Facility.
The Companys Amended Credit Facility is summarized in the table below:
|
|
|
|
|
|
|
|
|
|
|
Amended credit facility |
|
(in millions) |
|
October 1, 2010 |
|
|
Dec 31, 2009 |
|
Outstanding borrowings |
|
$ |
|
|
|
$ |
|
|
Undrawn availability |
|
|
355.4 |
|
|
|
293.6 |
|
Outstanding letters of credit |
|
|
27.7 |
|
|
|
28.2 |
|
Original issuance |
|
November 2003 |
|
Maturity date |
|
July 2012 |
|
Spanish Term Loans
The table below provides a summary of the Companys term loans and corresponding fixed interest
rate swaps. The proceeds from the Spanish Term Loans were used to partially fund the acquisition
of Enica Biskra and for general working capital purposes. There is no remaining availability under
these Spanish Term Loans.
|
|
|
|
|
|
|
|
|
|
|
Spanish Term Loans(1) |
|
(in millions) |
|
October 1, 2010 |
|
|
Dec 31, 2009 |
|
Outstanding borrowings |
|
$ |
54.4 |
|
|
$ |
72.5 |
|
Interest rate weighted average(2) |
|
|
3.7 |
% |
|
|
4.1 |
% |
|
|
|
(1) |
|
The terms of the Spanish Term Loans are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original |
|
|
|
|
|
|
|
|
|
Interest rate |
|
(in millions) |
|
Amount |
|
Issuance Date |
|
Maturity Date |
|
Interest rate |
|
Loan and Interest payable |
|
Swap(2) |
|
Term Loan 1 |
|
20.0 euros |
|
February 2008 |
|
February 2013 |
|
Euribor +0.5% |
|
Semi-annual: Aug & Feb |
|
|
4.2 |
% |
Term Loan 2 |
|
10.0 euros |
|
April 2008 |
|
April 2013 |
|
Euribor +0.75% |
|
Semi-annual: April & Oct |
|
|
4.58 |
% |
Term Loan 3 |
|
21.0 euros |
|
June 2008 |
|
June 2013 |
|
Euribor +0.75% |
|
Quarterly: Mar, Jun, Sept & Dec |
|
|
4.48 |
% |
Term Loan 4 |
|
15.0 euros |
|
September 2009 |
|
August 2014 |
|
Euribor +2.0% |
|
Quarterly: Mar, Jun, Sept & Dec |
|
|
1.54 |
% |
|
|
|
|
|
|
|
|
|
|
Principal payments: Feb & Aug |
|
|
|
|
|
|
|
(2) |
|
The Company entered into fixed interest rate swaps to coincide with the terms and conditions
of the term loans that will effectively hedge the variable interest rate with a fixed interest
rate. |
Europe and Mediterranean Credit Facilities
The Companys Europe and Mediterranean credit facilities are summarized in the table below:
|
|
|
|
|
|
|
|
|
|
|
Europe and Mediterranean credit facilities |
|
(in millions) |
|
October 1, 2010 |
|
|
Dec 31, 2009 |
|
Outstanding borrowings |
|
$ |
18.8 |
|
|
$ |
31.4 |
|
Undrawn availability |
|
|
147.3 |
|
|
|
147.7 |
|
Interest rate weighted average |
|
|
5.3 |
% |
|
|
4.6 |
% |
Maturity date |
|
Various |
|
14
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Europe and Mediterranean Uncommitted Accounts Receivable Facilities
The Companys Europe and Mediterranean uncommitted accounts receivable facilities are summarized in
the table below:
|
|
|
|
|
|
|
|
|
|
|
Uncommitted accounts receivable facilities |
|
(in millions) |
|
October 1, 2010 |
|
|
Dec 31, 2009 |
|
Outstanding borrowings |
|
$ |
|
|
|
$ |
1.1 |
|
Undrawn availability |
|
|
119.9 |
|
|
|
125.4 |
|
Interest rate weighted average |
|
|
|
|
|
|
1.7 |
% |
Maturity date |
|
Various |
|
The Spanish Term Loans and certain credit facilities held by the Companys Spain subsidiary are
subject to certain financial ratios of the Companys European subsidiaries, which include minimum
net equity and net debt to EBITDA (earnings before interest, taxes, depreciation and amortization).
At October 1, 2010 and December 31, 2009, the Company was in compliance with all covenants under
these facilities.
Rest of World (ROW) credit facilities
The Companys ROW credit facilities are summarized in the table below:
|
|
|
|
|
|
|
|
|
|
|
ROW credit facilities |
|
(in millions) |
|
October 1, 2010 |
|
|
Dec 31, 2009 |
|
Outstanding borrowings |
|
$ |
112.9 |
|
|
$ |
16.3 |
|
Interest rate weighted average |
|
|
3.2 |
% |
|
|
2.3 |
% |
Maturity date |
|
Various |
|
The Companys ROW credit facilities are short term loans utilized for working capital purposes.
Certain credit facilities are subject to financial covenants. The Company has approximately $257.7
million of borrowing availability under the various credit facilities at October 1, 2010. The
Company was in compliance with all covenants under these facilities as of October 1, 2010 and
December 31, 2009.
9. Financial Instruments
General Cable is exposed to various market risks, including changes in interest rates, foreign
currency and raw material (commodity) prices. To manage risks associated with the volatility of
these natural business exposures the Company enters into interest rate, commodity and foreign
currency derivative agreements, as well as copper and aluminum forward pricing agreements. The
Company does not purchase or sell derivative instruments for trading purposes. The Company does
not engage in trading activities involving derivative contracts for which a lack of marketplace
quotations would necessitate the use of fair value estimation techniques.
Cash Flow Hedges
General Cable utilizes interest rate swaps to manage its interest expense exposure by fixing its
interest rate on a portion of the Companys floating rate debt. The Company has entered into
interest rate swaps on the Companys Spanish Term Loans with a notional value of $54.4 million and
$51.1 million as of October 1, 2010 and December 31, 2009, respectively. In addition, the Company
has one outstanding interest rate swap with a notional value of $9.0 million, which provides for a
fixed interest rate of 4.49% maturing in October 2011. The Company does not provide or receive any
collateral specifically for this contract. The fair value of interest rate derivatives, which are
designated as and qualify as cash flow hedges, are based on quoted market prices, which reflect the
present values of the difference between estimated future variable-rate receipts and future
fixed-rate payments.
The Company enters into commodity futures contracts, which are designated and qualify as cash flow
hedges, for the purchase of copper, aluminum and lead for delivery in a future month to match
certain sales transactions.
The Company enters into foreign currency exchange contracts, which are designated as and qualify as
cash flow hedges, principally to hedge the currency fluctuations in certain transactions
denominated in foreign currencies, thereby limiting the Companys risk that would otherwise result
from changes in exchange rates. Principal transactions hedged during the year were firm sales and
purchase commitments. The fair value of foreign currency contracts represents the amount required
to enter into offsetting contracts with similar remaining maturities based on quoted market prices.
15
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Fair Value of Derivatives Instruments
The notional amounts and fair values of derivatives designated as cash flow hedges and derivatives
not designated as cash flow hedges at October 1, 2010 and December 31, 2009 are shown below (in
millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1, 2010 |
|
|
December 31, 2009 |
|
|
|
Notional |
|
|
Fair Value |
|
|
Notional |
|
|
Fair Value |
|
|
|
Amount |
|
|
Asset (1) |
|
|
Liability (2) |
|
|
Amount |
|
|
Asset (1) |
|
|
Liability (2) |
|
Derivatives designated as cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
$ |
63.4 |
|
|
$ |
|
|
|
$ |
2.2 |
|
|
$ |
60.1 |
|
|
$ |
2.5 |
|
|
$ |
0.6 |
|
Commodity futures |
|
|
223.4 |
|
|
|
21.3 |
|
|
|
0.1 |
|
|
|
195.0 |
|
|
|
25.1 |
|
|
|
9.1 |
|
Foreign currency exchange |
|
|
244.0 |
|
|
|
8.5 |
|
|
|
4.1 |
|
|
|
274.8 |
|
|
|
2.7 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29.8 |
|
|
$ |
6.4 |
|
|
|
|
|
|
$ |
30.3 |
|
|
$ |
13.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity futures |
|
$ |
34.6 |
|
|
$ |
0.1 |
|
|
$ |
8.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange |
|
|
36.0 |
|
|
$ |
0.7 |
|
|
|
1.2 |
|
|
$ |
29.6 |
|
|
$ |
0.1 |
|
|
$ |
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.8 |
|
|
$ |
9.7 |
|
|
|
|
|
|
$ |
0.1 |
|
|
$ |
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Balance recorded in Prepaid expenses and other and Other non-current assets |
|
(2) |
|
Balance recorded in Accrued liabilities and Other liabilities |
Depending on the extent of an unrealized loss position on a derivative contract held by the
Company, certain counterparties may require collateral to secure the Companys derivative contract
position. As of October 1, 2010 and December 31, 2009, there were no contracts held by the Company
that required collateral to secure the Companys derivative liability positions.
For the above derivative instruments that are designated and qualify as cash flow hedges, the
effective portion of the unrealized gain and loss on the derivative is reported as a component of
accumulated other comprehensive income and reclassified into earnings in the same period or periods
during which the hedged transaction affects earnings, which generally occurs over periods of less
than one year. Gain and loss on the derivative representing either hedge ineffectiveness or hedge
components excluded from the assessment of effectiveness are recognized in current earnings.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three fiscal months ended October 1, 2010 |
|
|
|
Effective portion |
|
|
|
|
|
|
Ineffective portion and |
|
|
|
|
|
|
recognized in |
|
|
Reclassified from |
|
|
amount excluded from |
|
|
|
|
|
|
Accumulated OCI |
|
|
Accumulated OCI |
|
|
effectiveness testing |
|
|
|
|
(in millions) |
|
Gain / (Loss) |
|
|
Gain / (Loss) |
|
|
Gain / (Loss) |
|
|
Location |
|
Derivatives designated as
cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
$ |
(2.3 |
) |
|
$ |
(0.1 |
) |
|
$ |
|
|
|
Interest Expense |
Commodity futures |
|
|
21.2 |
|
|
|
(2.3 |
) |
|
|
0.1 |
|
|
Cost of Sales |
Foreign currency exchange |
|
|
5.1 |
|
|
|
(7.2 |
) |
|
|
(0.6 |
) |
|
Other income /(expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
24.0 |
|
|
$ |
(9.6 |
) |
|
$ |
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine fiscal months ended October 1, 2010 |
|
|
|
Effective portion |
|
|
|
|
|
|
Ineffective portion and |
|
|
|
|
|
|
recognized in |
|
|
Reclassified from |
|
|
amount excluded from |
|
|
|
|
|
|
Accumulated OCI |
|
|
Accumulated OCI |
|
|
effectiveness testing |
|
|
|
|
(in millions) |
|
Gain / (Loss) |
|
|
Gain / (Loss) |
|
|
Gain / (Loss) |
|
|
Location |
|
Derivatives designated as
cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
$ |
(4.9 |
) |
|
$ |
(0.3 |
) |
|
$ |
0.1 |
|
|
Interest Expense |
Commodity futures |
|
|
4.5 |
|
|
|
18.4 |
|
|
|
|
|
|
Cost of Sales |
Foreign currency exchange |
|
|
(0.9 |
) |
|
|
(8.5 |
) |
|
|
(1.1 |
) |
|
Other income /(expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(1.3 |
) |
|
$ |
9.6 |
|
|
$ |
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three fiscal months ended October 2, 2009 |
|
|
|
Effective portion |
|
|
|
|
|
|
Ineffective portion and |
|
|
|
|
|
|
recognized in |
|
|
Reclassified from |
|
|
amount excluded from |
|
|
|
|
|
|
Accumulated OCI |
|
|
Accumulated OCI |
|
|
effectiveness testing |
|
|
|
|
(in millions) |
|
Gain / (Loss) |
|
|
Gain / (Loss) |
|
|
Gain / (Loss) |
|
|
Location |
|
Derivatives designated as
cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
$ |
(0.2 |
) |
|
$ |
(0.1 |
) |
|
$ |
0.2 |
|
|
Interest Expense |
Commodity futures |
|
|
11.5 |
|
|
|
(3.3 |
) |
|
|
|
|
|
Cost of Sales |
Foreign currency exchange |
|
|
4.5 |
|
|
|
1.3 |
|
|
|
(0.3 |
) |
|
Other income /(expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
15.8 |
|
|
$ |
(2.1 |
) |
|
$ |
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine fiscal months ended October 2, 2009 |
|
|
|
Effective portion |
|
|
|
|
|
|
Ineffective portion and |
|
|
|
|
|
|
recognized in |
|
|
Reclassified from |
|
|
amount excluded from |
|
|
|
|
|
|
Accumulated OCI |
|
|
Accumulated OCI |
|
|
effectiveness testing |
|
|
|
|
(in millions) |
|
Gain / (Loss) |
|
|
Gain / (Loss) |
|
|
Gain / (Loss) |
|
|
Location |
|
Derivatives designated as
cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
$ |
2.2 |
|
|
$ |
(0.3 |
) |
|
$ |
0.1 |
|
|
Interest Expense |
Commodity futures |
|
|
(11.5 |
) |
|
|
(45.6 |
) |
|
|
|
|
|
Cost of Sales |
Foreign currency exchange |
|
|
1.6 |
|
|
|
(2.5 |
) |
|
|
0.8 |
|
|
Other income /(expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(7.7 |
) |
|
$ |
(48.4 |
) |
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not included in the above tables; for derivative instruments that are not designated as cash flow
hedges, the unrealized gain or loss on the derivatives is reported in current earnings. For the
three and nine fiscal months ended October 1, 2010, the Company recorded a loss of $9.4 million and
$9.0 million, respectively, for derivative instruments not designated as cash flow hedges in other
income/(expense). The loss was primarily attributable to $8.5 million of unrealized losses on
derivative instruments due to the dedesignation of cash flow hedges as a result of the deferral of
raw material purchases related to changes in the anticipated timing of a certain project in Brazil.
For the three and nine fiscal months ended October 2, 2009, the
Company recorded a loss of $0.1 million and $0.7 million, respectively, for derivative instruments
not designated as cash flow hedges in other income/(expense) on the condensed consolidated
statements of operations.
Other Forward Pricing Agreements
In the normal course of business, General Cable enters into forward pricing agreements for the
purchase of copper and aluminum for delivery in a future month to match certain sales transactions.
The Company accounts for these forward pricing arrangements under the normal purchases and normal
sales scope exemption because these arrangements are for purchases of copper and aluminum that
will be delivered in quantities expected to be used by the Company over a reasonable period of time
in the normal course of business. For these arrangements, it is probable at the inception and
throughout the life of the arrangements that the arrangements will not settle net and will result
in physical delivery of the inventory. At October 1, 2010 and December 31, 2009, General Cable had
$33.6 million and $62.2 million, respectively, of future copper and aluminum purchases that were
under forward pricing agreements. At October 1, 2010 and December 31, 2009, the fair value of
these arrangements was $38.3 million and $67.7 million, respectively, and General Cable had
unrealized gains of $4.7 million and $5.5 million, respectively, related to these transactions.
General Cable believes the unrealized gains (losses) under these agreements are largely offset as a
result of firm sales price commitments with customers.
10. Income Taxes
During the third quarter of 2010, the Company accrued approximately $2.5 million of income tax
expense for uncertain tax positions likely to be taken in the current year and for interest and
penalties on tax positions taken in prior periods, all of which would have a favorable impact on
the effective tax rate, if recognized. During the third quarter of 2010, the Company also
recognized a net tax benefit of $18.5 million (including penalties and interest) for changes in
uncertain tax positions that were primarily due to statute of limitations expirations and the
settlement of tax exposures in various tax jurisdictions. Partially
offsetting the tax benefits the Company recorded $8.3 million of
tax expense for valuation allowances recorded against deferred tax
assets, which primarily related to the Companys Mexican and
Australian units due to losses in recent years and uncertainties
regarding the ability to realize the future tax benefits as well as a
true-up of our expected full year tax rate due to a change in a
geographic mix of earnings.
The Company files income tax returns in numerous tax jurisdictions around the world. Due to
uncertainties regarding the timing and outcome of various tax audits, appeals and settlements, it
is difficult to reliably estimate the amount of unrecognized tax benefits that could change within
the next twelve months. The Company believes it is reasonably possible that approximately $13
million of unrecognized tax benefits could change within the next twelve months due to the
resolution of tax audits and statute of limitations expirations.
17
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Tax years that are open for examination and assessment by the United States Internal Revenue
Service (IRS) are 2007 through 2009. The IRS is currently in the process of examining the
Companys 2007 and 2008 consolidated income tax returns. With limited exceptions, tax years prior
to 2006 are no longer open in foreign, state or local tax jurisdictions where the Company has
significant operations.
11. Employee Benefit Plans
General Cable provides retirement benefits through contributory and noncontributory qualified and
non-qualified defined benefit pension plans covering eligible domestic and international employees
as well as through defined contribution plans and other postretirement benefits.
Defined Benefit Pension Plans
Benefits under General Cables qualified U.S. defined benefit pension plan generally are based on
years of service multiplied by a specific fixed dollar amount, and benefits under the Companys
qualified non-U.S. defined benefit pension plans generally are based on years of service and a
variety of other factors that can include a specific fixed dollar amount or a percentage of either
current salary or average salary over a specific period of time. The amounts funded for any plan
year for the qualified U.S. defined benefit pension plan are neither less than the minimum required
under federal law nor more than the maximum amount deductible for federal income tax purposes.
General Cables non-qualified unfunded U.S. defined benefit pension plans include a plan that
provides defined benefits to select senior management employees beyond those benefits provided by
other programs. The Companys non-qualified unfunded non-U.S. defined benefit pension plans
include plans that provide retirement indemnities to employees within the Companys European and
ROW segments. Pension obligations for the majority of non-qualified unfunded defined benefit
pension plans are provided for by book reserves and are based on local practices and regulations of
the respective countries. General Cable makes cash contributions for the costs of the
non-qualified unfunded defined benefit pension plans as the benefits are paid. The components of
net periodic benefit cost for pension benefits were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
U.S. Plans |
|
|
Non-U.S Plans |
|
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
Service cost |
|
$ |
0.4 |
|
|
$ |
0.6 |
|
|
$ |
0.4 |
|
|
$ |
0.6 |
|
Interest cost |
|
|
2.1 |
|
|
|
1.3 |
|
|
|
2.0 |
|
|
|
1.2 |
|
Expected return on plan assets |
|
|
(2.3 |
) |
|
|
(0.4 |
) |
|
|
(1.9 |
) |
|
|
(0.3 |
) |
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
Amortization of net loss |
|
|
1.2 |
|
|
|
0.2 |
|
|
|
1.9 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension expense |
|
$ |
1.4 |
|
|
$ |
1.7 |
|
|
$ |
2.5 |
|
|
$ |
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
U.S. Plans |
|
|
Non-U.S Plans |
|
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
Service cost |
|
$ |
1.1 |
|
|
$ |
1.8 |
|
|
$ |
1.2 |
|
|
$ |
1.8 |
|
Interest cost |
|
|
6.3 |
|
|
|
4.1 |
|
|
|
6.1 |
|
|
|
3.7 |
|
Expected return on plan assets |
|
|
(6.9 |
) |
|
|
(1.3 |
) |
|
|
(5.6 |
) |
|
|
(1.1 |
) |
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
0.4 |
|
|
|
0.1 |
|
Amortization of net loss |
|
|
3.6 |
|
|
|
0.5 |
|
|
|
5.4 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension expense |
|
$ |
4.1 |
|
|
$ |
5.1 |
|
|
$ |
7.5 |
|
|
$ |
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit pension plan cash contributions for the three and nine fiscal months ended October
1, 2010 were $9.3 million and $13.1 million, respectively. Defined benefit pension plan cash
contributions for the three and nine fiscal months ended October 2, 2009 were $6.8 million and
$10.4 million, respectively.
18
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Postretirement Benefits Other Than Pensions
General Cable has postretirement benefit plans that provide medical and life insurance for certain
retirees and eligible dependants. General Cable funds the plans as claims or insurance premiums are
incurred.
Net postretirement benefit expense included the following components (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, |
|
|
October 2, |
|
|
October 1, |
|
|
October 2, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Service cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
0.1 |
|
|
$ |
0.1 |
|
Interest cost |
|
|
0.1 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.4 |
|
Net amortization and deferral |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net postretirement benefit expense |
|
$ |
0.1 |
|
|
$ |
0.2 |
|
|
$ |
0.4 |
|
|
$ |
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Contribution Plans
Expense under both U.S. and non-U.S. defined contribution plans generally equals up to nine percent
of each eligible employees covered compensation based on the location and status of the employee.
The net defined contribution plan expense recognized for the three and nine fiscal months ended
October 1, 2010 was $2.0 million and $6.4 million, respectively. The net defined contribution
plan expense recognized for the three and nine fiscal months ended October 2, 2009 was $2.0 million
and $6.9 million, respectively.
12. Total Equity
General Cable is authorized to issue 200 million shares of common stock and 25 million shares of
preferred stock.
Condensed consolidated statements of changes in equity are presented below for the nine fiscal
months ended October 1, 2010 and October 2, 2009 (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Cable shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Preferred |
|
|
Common |
|
|
Addl |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
stock |
|
|
Stock |
|
|
Paid in |
|
|
Treasury |
|
|
Retained |
|
|
Comprehensive |
|
|
Noncontrolling |
|
|
|
Total |
|
|
Amount |
|
|
Amount |
|
|
Capital |
|
|
Stock |
|
|
Earnings |
|
|
Income/(Loss) |
|
|
Interest |
|
Balance, December 31, 2009 |
|
$ |
1,509.8 |
|
|
$ |
3.8 |
|
|
$ |
0.6 |
|
|
$ |
637.1 |
|
|
$ |
(72.9 |
) |
|
$ |
806.1 |
|
|
$ |
(8.9 |
) |
|
$ |
144.0 |
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income including noncontrolling interest |
|
|
42.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34.4 |
|
|
|
|
|
|
|
7.6 |
|
Foreign currency translation adj. |
|
|
28.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43.5 |
|
|
|
(15.0 |
) |
Unrealized gain (loss) on financial
instruments |
|
|
10.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9 |
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
|
80.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividend |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
Dividends paid to non-controlling interests |
|
|
(3.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.9 |
) |
Excess tax benefit from stock compensation |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Issuance pursuant to restricted
stock, stock options and other |
|
|
8.8 |
|
|
|
|
|
|
|
|
|
|
|
11.4 |
|
|
|
(0.4 |
) |
|
|
0.1 |
|
|
|
|
|
|
|
(2.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 1, 2010 |
|
$ |
1,595.5 |
|
|
$ |
3.8 |
|
|
$ |
0.6 |
|
|
$ |
648.7 |
|
|
$ |
(73.3 |
) |
|
$ |
840.3 |
|
|
$ |
45.5 |
|
|
$ |
129.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Cable shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Preferred |
|
|
Common |
|
|
Addl |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
stock |
|
|
Stock |
|
|
Paid in |
|
|
Treasury |
|
|
Retained |
|
|
Comprehensive |
|
|
Noncontrolling |
|
|
|
Total |
|
|
Amount |
|
|
Amount |
|
|
Capital |
|
|
Stock |
|
|
Earnings |
|
|
Income/(Loss) |
|
|
Interest |
|
Balance, December 31, 2008 |
|
$ |
1,140.6 |
|
|
$ |
3.8 |
|
|
$ |
0.6 |
|
|
$ |
486.6 |
|
|
$ |
(71.9 |
) |
|
$ |
749.7 |
|
|
$ |
(149.3 |
) |
|
$ |
121.1 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income including noncontrolling interest |
|
|
55.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48.0 |
|
|
|
|
|
|
|
7.1 |
|
Foreign currency translation adj. |
|
|
77.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74.4 |
|
|
|
3.3 |
|
Unrealized gain (loss) on financial
instruments |
|
|
45.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42.3 |
|
|
|
3.4 |
|
Unrealized investment gain (loss) on def comp |
|
|
5.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
184.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividend |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
Excess tax benefit from stock compensation |
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Issuance pursuant to restricted
stock, stock options and other |
|
|
13.6 |
|
|
|
|
|
|
|
|
|
|
|
8.5 |
|
|
|
(1.4 |
) |
|
|
0.1 |
|
|
|
|
|
|
|
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 2, 2009 |
|
$ |
1,338.9 |
|
|
$ |
3.8 |
|
|
$ |
0.6 |
|
|
$ |
495.8 |
|
|
$ |
(73.3 |
) |
|
$ |
797.5 |
|
|
$ |
(26.8 |
) |
|
$ |
141.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
The components of accumulated other comprehensive income (loss) as of October 1, 2010 and December
31, 2009, respectively, consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1, 2010 |
|
|
December 31, 2009 |
|
|
|
Company |
|
|
|
|
|
|
Company |
|
|
|
|
|
|
common |
|
|
Noncontrolling |
|
|
common |
|
|
Noncontrolling |
|
|
|
shareholders |
|
|
interest |
|
|
shareholders |
|
|
interest |
|
Foreign currency translation adjustment |
|
$ |
84.5 |
|
|
$ |
10.6 |
|
|
$ |
41.0 |
|
|
$ |
4.4 |
|
Pension adjustments, net of tax |
|
|
(45.1 |
) |
|
|
(0.8 |
) |
|
|
(45.1 |
) |
|
|
(0.8 |
) |
Change in fair value of derivatives, net of tax |
|
|
(1.5 |
) |
|
|
(0.3 |
) |
|
|
(12.4 |
) |
|
|
0.2 |
|
Company deferred stock held in rabbi trust, net of tax |
|
|
7.3 |
|
|
|
|
|
|
|
7.3 |
|
|
|
|
|
Other |
|
|
0.3 |
|
|
|
|
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) |
|
$ |
45.5 |
|
|
$ |
9.5 |
|
|
$ |
(8.9 |
) |
|
$ |
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income consists of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Company |
|
|
|
|
|
|
Company |
|
|
|
|
|
|
common |
|
|
Noncontrolling |
|
|
common |
|
|
Noncontrolling |
|
|
|
shareholders |
|
|
interest |
|
|
shareholders |
|
|
interest |
|
Net income (1) |
|
$ |
18.2 |
|
|
$ |
3.6 |
|
|
$ |
43.7 |
|
|
$ |
2.9 |
|
Currency translation gain (loss) |
|
|
91.2 |
|
|
|
0.8 |
|
|
|
47.2 |
|
|
|
1.2 |
|
Change in fair value of derivatives, net of tax |
|
|
41.1 |
|
|
|
(0.3 |
) |
|
|
6.5 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
150.5 |
|
|
$ |
4.1 |
|
|
$ |
97.4 |
|
|
$ |
4.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Net income before preferred stock dividend payments. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Company |
|
|
|
|
|
|
Company |
|
|
|
|
|
|
common |
|
|
Noncontrolling |
|
|
common |
|
|
Noncontrolling |
|
|
|
shareholders |
|
|
interest |
|
|
shareholders |
|
|
interest |
|
Net income (1) |
|
$ |
34.4 |
|
|
$ |
7.6 |
|
|
$ |
48.0 |
|
|
$ |
7.1 |
|
Currency translation gain (loss) |
|
|
43.5 |
|
|
|
(15.0 |
) |
|
|
74.4 |
|
|
|
3.3 |
|
Change in fair value of derivatives, net of tax |
|
|
10.9 |
|
|
|
(0.5 |
) |
|
|
42.3 |
|
|
|
3.4 |
|
Company deferred stock held in rabbi trust
gain, net of tax |
|
|
|
|
|
|
|
|
|
|
5.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
88.8 |
|
|
$ |
(7.9 |
) |
|
$ |
170.5 |
|
|
$ |
13.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Net income before preferred stock dividend payments. |
The Company maintains a deferred compensation plan (Deferred Compensation Plan) under the terms
and conditions disclosed in the Companys 2009 Annual Report on Form 10-K. The Company accounts
for the Deferred Compensation Plan in accordance with ASC 710 Compensation General as it
relates to arrangements where amounts earned are held in a rabbi trust. The market value of mutual
fund investments, nonvested and subsequently vested stock and restricted stock in the rabbi trust
was $32.4 million as of October 1, 2010 and $33.6 million as of December 31, 2009. The market
value of the assets held by the rabbi trust, exclusive of the market value of the shares of the
Companys nonvested and subsequently vested restricted stock, restricted stock units held in the
deferred compensation plan and Company stock investments by participants elections, at October 1,
2010 and December 31, 2009 was $14.8 million and $14.2 million, respectively, and is classified as
other non-current assets in the condensed consolidated balance sheets. Amounts payable to the
plan participants at October 1, 2010 and December 31, 2009, excluding the market value of the
shares of the Companys nonvested and subsequently restricted vested stock and restricted stock
units held, was $16.5 million and $16.0 million, respectively, and is classified as other
liabilities in the condensed consolidated balance sheets.
20
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
13. Share-Based Compensation
General Cable has various plans which provide for granting options, restricted stock units and
restricted common stock to certain employees and independent directors of the Company and its
subsidiaries. The Company recognizes compensation expense for share-based payments based on the
fair value of the awards at the grant date. The table below summarizes compensation expense for
the Companys non-qualified stock options, non-vested stock awards, including restricted stock
units, and performance-based non-vested stock awards based on the fair value method as estimated
using the Black-Scholes valuation model for the three and nine fiscal months ended October 1, 2010
and October 2, 2009 (in millions).
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
Non-qualified stock option expense |
|
$ |
1.1 |
|
|
$ |
1.3 |
|
Non-vested stock awards expense |
|
|
1.0 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
Total pre-tax share-based compensation expense |
|
$ |
2.1 |
|
|
$ |
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess tax benefit on share-based compensation |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
Non-qualified stock option expense |
|
$ |
3.2 |
|
|
$ |
3.8 |
|
Non-vested stock awards expense |
|
|
3.9 |
|
|
|
4.3 |
|
|
|
|
|
|
|
|
Total pre-tax share-based compensation expense |
|
$ |
7.1 |
|
|
$ |
8.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess tax benefit on share-based compensation (1) |
|
$ |
0.2 |
|
|
$ |
0.7 |
|
|
|
|
(1) |
|
Cash inflows recognized as financing activities in the condensed consolidated statements of cash flows. |
The Company records compensation expense related to non-vested stock awards as a component of
selling, general and administrative expense. There have been no material changes in financial
condition or operations that would affect the method or the nature of the share-based compensation
recorded in the current period or the prior comparative periods.
14. Shipping and Handling Costs
All shipping and handling amounts billed to a customer in a sales transaction are classified as
revenue. Shipping and handling costs associated with storage and handling of finished goods and
shipments to customers are included in cost of sales and totaled $30.5 million and $29.0 million,
respectively, for the three fiscal months ended October 1, 2010 and October 2, 2009 and $86.3
million and $83.5 million, respectively, for the nine fiscal months ended October 1, 2010 and
October 2, 2009.
21
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
15. Earnings Per Common Share
The Company applied the two-class method of computing basic and diluted earnings per share for the
three and nine fiscal months ended October 1, 2010 and October 2, 2009. Historically, and for the
three and nine fiscal months ended October 1, 2010 and October 2, 2009, the Company did not
declare, pay or otherwise accrue a dividend payable to the holders of the Companys common stock or
holders of unvested share-based payment awards (restricted stock). A reconciliation of the
numerator and denominator of earnings per common share basic to earnings per common share -
assuming dilution is as follows (in millions, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, |
|
|
October 2, |
|
|
October 1, |
|
|
October 2, |
|
(in millions, except per share data) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Earnings per common share basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for basic EPS computation (1) |
|
$ |
18.1 |
|
|
$ |
43.6 |
|
|
$ |
34.1 |
|
|
$ |
47.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding for basic EPS computation (2) |
|
|
52.1 |
|
|
|
52.0 |
|
|
|
52.1 |
|
|
|
51.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share basic (3) |
|
$ |
0.35 |
|
|
$ |
0.84 |
|
|
$ |
0.65 |
|
|
$ |
0.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share assuming dilution: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Company common shareholders |
|
$ |
18.1 |
|
|
$ |
43.6 |
|
|
$ |
34.1 |
|
|
$ |
47.7 |
|
Add: preferred stock dividends, if applicable |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for diluted EPS computation(1) |
|
$ |
18.2 |
|
|
$ |
43.7 |
|
|
$ |
34.4 |
|
|
$ |
48.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding including nonvested shares |
|
|
52.1 |
|
|
|
52.0 |
|
|
|
52.1 |
|
|
|
51.9 |
|
Dilutive effect of convertible bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of stock options and restricted stock units |
|
|
0.6 |
|
|
|
0.5 |
|
|
|
0.6 |
|
|
|
0.5 |
|
Dilutive effect of assumed conversion of preferred stock |
|
|
0.4 |
|
|
|
0.4 |
|
|
|
0.4 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding for diluted EPS
computation(2) |
|
|
53.1 |
|
|
|
52.9 |
|
|
|
53.1 |
|
|
|
52.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share assuming dilution |
|
$ |
0.34 |
|
|
$ |
0.83 |
|
|
$ |
0.65 |
|
|
$ |
0.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Numerator |
|
(2) |
|
Denominator |
|
(3) |
|
Under the two-class method, Earnings per share basic reflects undistributed Earnings per
share for both common stock and unvested share-based payment awards (restricted stock). |
Under ASC No. 260 Earnings per Share and ASC No. 470 Debt and because of the Companys obligation
to settle the par value of the 0.875% Convertible Notes, 1.00% Senior Convertible Notes, and the
Subordinated Convertible Notes in cash, the Company is not required to include any shares
underlying the 0.875% Convertible Notes, 1.00% Senior Convertible Notes and Subordinated
Convertible Notes in its weighted average shares outstanding assuming dilution until the average
stock price per share for the quarter exceeds the $50.36, $83.93, and $36.75 conversion price of
the 0.875% Convertible Notes, 1.00% Senior Convertible Notes and the Subordinated Convertible
Notes, respectively, and only to the extent of the additional shares that the Company may be
required to issue in the event that the Companys conversion obligation exceeds the principal
amount of the 0.875% Convertible Notes, the 1.00% Senior Convertible Notes and the Subordinated
Convertible Notes.
Regarding the 0.875% Convertible Notes, the average stock price threshold conditions had not been
met as of October 1, 2010. At any such time in the future that the threshold conditions are met,
only the number of shares issuable under the treasury method of accounting for the share dilution
would be included in the Companys earnings per share assuming dilution calculation, which is
based upon the amount by which the average stock price exceeds the conversion price. In addition,
shares underlying the warrants will be included in the weighted average shares outstanding -
assuming dilution when the average stock price per share for a quarter exceeds the $76.00 strike
price of the warrants, and shares underlying the note hedges, will not be included in the weighted
average shares outstanding assuming dilution because the impact of the shares will always be
anti-dilutive.
The following table provides examples of how changes in the Companys stock price would require the
inclusion of additional shares in the denominator of the weighted average shares outstanding -
assuming dilution calculation for the 0.875% Convertible Notes. The table also reflects the impact
on the number of shares that the Company would expect to issue upon concurrent settlement of the
0.875% Convertible Notes and the note hedges and warrants.
22
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental Shares |
|
|
|
Shares Underlying |
|
|
|
|
|
|
Total Treasury |
|
|
Shares Due to the |
|
|
Issued by the |
|
|
|
0.875% Convertible |
|
|
Warrant |
|
|
Method Incremental |
|
|
Company under |
|
|
Company upon |
|
Share Price |
|
Notes |
|
|
Shares |
|
|
Shares(1) |
|
|
Note Hedges |
|
|
Conversion(2) |
|
$50.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$60.36 |
|
|
1,167,502 |
|
|
|
|
|
|
|
1,167,502 |
|
|
|
(1,167,502 |
) |
|
|
|
|
$70.36 |
|
|
2,003,400 |
|
|
|
|
|
|
|
2,003,400 |
|
|
|
(2,003,400 |
) |
|
|
|
|
$80.36 |
|
|
2,631,259 |
|
|
|
382,618 |
|
|
|
3,013,877 |
|
|
|
(2,631,259 |
) |
|
|
382,618 |
|
$90.36 |
|
|
3,120,150 |
|
|
|
1,120,363 |
|
|
|
4,240,513 |
|
|
|
(3,120,150 |
) |
|
|
1,120,363 |
|
$100.36 |
|
|
3,511,614 |
|
|
|
1,711,088 |
|
|
|
5,222,702 |
|
|
|
(3,511,614 |
) |
|
|
1,711,088 |
|
|
|
|
(1) |
|
Represents the number of incremental shares that must be included in the calculation of
fully diluted shares under GAAP. |
|
(2) |
|
Represents the number of incremental shares to be issued by the Company upon conversion of
the 0.875% Convertible Notes, assuming concurrent settlement of the note hedges and warrants. |
Regarding the 1.00% Senior Convertible Notes, the average stock price threshold conditions had not
been met as of October 1, 2010. At any such time in the future that the threshold conditions are
met, only the number of shares issuable under the treasury method of accounting for the share
dilution would be included in the Companys earnings per share assuming dilution calculation,
which is based upon the amount by which the average stock price exceeds the conversion price.
The following table provides examples of how changes in the Companys stock price would require the
inclusion of additional shares in the denominator of the weighted average shares outstanding -
assuming dilution calculation for the 1.00% Senior Convertible Notes.
|
|
|
|
|
|
|
|
|
|
|
Shares Underlying |
|
|
|
|
|
|
1.00% Senior |
|
|
Total Treasury Method |
|
Share Price |
|
Convertible Notes |
|
|
Incremental Shares(1) |
|
$83.93 |
|
|
|
|
|
|
|
|
$93.93 |
|
|
13,425 |
|
|
|
13,425 |
|
$103.93 |
|
|
24,271 |
|
|
|
24,271 |
|
$113.93 |
|
|
33,213 |
|
|
|
33,213 |
|
$123.93 |
|
|
40,712 |
|
|
|
40,712 |
|
$133.93 |
|
|
47,091 |
|
|
|
47,091 |
|
|
|
|
(1) |
|
Represents the number of incremental shares that must be included in the calculation of fully
diluted shares under GAAP. |
Regarding the Subordinated Convertible Notes, the average stock price threshold conditions had not
been met as of October 1, 2010. At any such time in the future that the threshold conditions are
met, only the number of shares issuable under the treasury method of accounting for the share
dilution would be included in the Companys earnings per share assuming dilution calculation,
which is based upon the amount by which the average stock price exceeds the conversion price.
The following table provides examples of how changes in the Companys stock price would require the
inclusion of additional shares in the denominator of the weighted average shares outstanding -
assuming dilution calculation for the Subordinated Convertible Notes.
|
|
|
|
|
|
|
|
|
|
|
Shares Underlying |
|
|
|
|
|
|
Subordinated |
|
|
Total Treasury Method |
|
Share Price |
|
Convertible Notes |
|
|
Incremental Shares(1) |
|
$36.75 |
|
|
|
|
|
|
|
|
$38.75 |
|
|
603,152 |
|
|
|
603,152 |
|
$40.75 |
|
|
1,147,099 |
|
|
|
1,147,099 |
|
$42.75 |
|
|
1,640,151 |
|
|
|
1,640,151 |
|
$44.75 |
|
|
2,089,131 |
|
|
|
2,089,131 |
|
|
|
|
(1) |
|
Represents the number of incremental shares that must be included in the calculation of fully
diluted shares under GAAP. |
23
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
16. Segment Information
The Company conducts its operations through three geographic operating segments North America,
Europe and Mediterranean, and ROW, which consists of operations in Latin America, Sub-Saharan
Africa, Middle East and Asia Pacific. The Companys operating segments align with the structure of
the Companys internal management organization. All three segments engage in the development,
design, manufacturing, marketing and distribution of copper, aluminum, and fiber optic
communication, electric utility and electrical infrastructure wire and cable products. In addition
to the above products, the ROW and the Europe and Mediterranean segments develop, design,
manufacture, market and distribute construction products and the ROW segment develops, designs,
manufactures, markets and distributes rod mill wire and cable products.
Net revenues as shown below represent sales to external customers for each segment. Intercompany
revenues have been eliminated. The chief operating decision maker evaluates segment performance
and allocates resources based on segment
operating income. Segment operating income represents income from continuing operations before
interest income, interest expense, other income (expense), other financial costs and income tax.
Where applicable, Corporate generally includes corporate activity, eliminations and assets such
as: cash, deferred income taxes, certain property, including property held for sale, prepaid
expenses and other certain current and non-current assets. Summarized financial information for
the Companys reportable segments for the three and nine fiscal months ended October 1, 2010 and
October 2, 2009 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, |
|
|
October 2, |
|
|
October 2, |
|
|
October 2, |
|
(in millions) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
463.8 |
|
|
$ |
364.2 |
|
|
$ |
1,318.4 |
|
|
$ |
1,127.8 |
|
Europe and Mediterranean |
|
|
328.1 |
|
|
|
361.5 |
|
|
|
1,052.9 |
|
|
|
1,133.6 |
|
ROW |
|
|
408.6 |
|
|
|
356.1 |
|
|
|
1,135.8 |
|
|
|
994.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,200.5 |
|
|
$ |
1,081.8 |
|
|
$ |
3,507.1 |
|
|
$ |
3,256.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
14.0 |
|
|
$ |
17.6 |
|
|
$ |
73.0 |
|
|
$ |
13.8 |
|
Europe and Mediterranean |
|
|
9.0 |
|
|
|
25.6 |
|
|
|
18.5 |
|
|
|
41.8 |
|
ROW |
|
|
19.1 |
|
|
|
41.2 |
|
|
|
67.7 |
|
|
|
67.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
42.1 |
|
|
$ |
84.4 |
|
|
$ |
159.2 |
|
|
$ |
123.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1, |
|
|
December 31, |
|
(in millions) |
|
2010 |
|
|
2009 |
|
Identifiable Assets: |
|
|
|
|
|
|
|
|
North America |
|
$ |
886.4 |
|
|
$ |
832.3 |
|
Europe and Mediterranean |
|
|
1,482.2 |
|
|
|
1,520.9 |
|
ROW |
|
|
1,787.4 |
|
|
|
1,552.6 |
|
Corporate |
|
|
109.6 |
|
|
|
108.3 |
|
|
|
|
|
|
|
|
Total |
|
$ |
4,265.6 |
|
|
$ |
4,014.1 |
|
|
|
|
|
|
|
|
17. Commitments and Contingencies
Certain present and former operating sites, or portions thereof, currently or previously owned or
leased by current or former operating units are the subject of investigations, monitoring or
remediation under the United States Federal Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA or Superfund), the Federal Resource Conservation and Recovery Act or
comparable state statutes or agreements with third parties. These proceedings are in various stages
ranging from initial investigations to active settlement negotiations to implementation of the
cleanup or remediation of sites.
24
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Certain present and former operating units in the United States have been named as potentially
responsible parties (PRPs) at several off-site disposal sites under CERCLA or comparable state
statutes in federal court proceedings. In each of these matters, the operating unit is working with
the governmental agencies involved and other PRPs to address environmental claims in a responsible
and appropriate manner.
At October 1, 2010 and December 31, 2009, the Company had an accrued liability of approximately
$1.7 million and $1.0 million, respectively, for various environmental-related liabilities to the
extent costs are known or can be reasonably estimated as its liability. American Premier
Underwriters Inc., a former parent of General Cable, agreed to indemnify General Cable against all
environmental-related liabilities arising out of General Cables or its predecessors ownership or
operation of the Indiana Steel & Wire Company and Marathon Manufacturing Holdings, Inc. businesses,
(which were divested by General Cable), without limitation as to time or amount. While it is
difficult to estimate future environmental-related liabilities accurately, General Cable does not
currently anticipate any material adverse impact on its results of operations, financial position
or cash flows as a result of compliance with federal, state, local or foreign environmental laws or
regulations or cleanup costs of the sites discussed above.
As part of the acquisition of the worldwide energy cable and cable systems business of BICC plc,
BICC plc agreed to indemnify General Cable against environmental liabilities existing on the
purchase closing. The indemnity is for an eight-year period ending in 2007 while General Cable
operates the businesses subject to certain sharing of losses (with BICC plc
covering 95% of losses in the first three years, 80% in years four and five and 60% in the
remaining three years). The indemnity is also subject to the overall indemnity limit of
$150 million, which applies to all warranty and indemnity claims in the transaction. In addition,
BICC plc assumed responsibility for cleanup of certain specific conditions at several sites
operated by General Cable and cleanup is mostly complete at those sites. In the sale of the
European businesses to Pirelli in August 2000, the Company generally indemnified Pirelli against
any environmental-related liabilities on the same basis as BICC plc indemnified the Company in the
earlier acquisition. However, the indemnity the Company received from BICC plc related to the
European businesses sold to Pirelli terminated upon the sale of those businesses to Pirelli. At
this time, there are no claims outstanding under the general indemnity provided by BICC plc. In
addition, the Company generally indemnified Pirelli against other claims relating to the prior
operation of the business. Pirelli has asserted claims under this indemnification. The Company is
continuing to investigate and defend against these claims and believes that the reserves currently
included in the Companys balance sheet are adequate to cover any obligation it may have.
General Cable has also agreed to indemnify Southwire Company against certain environmental
liabilities arising out of the operation of the business it sold to Southwire prior to its sale.
The indemnity is for a ten year period from the closing of the sale, which ends in the fourth
quarter of 2011, and is subject to an overall limit of $20 million. At this time, there are no
claims outstanding under this indemnity.
In 2007, the Company acquired the worldwide wire and cable business of Freeport-McMoRan Copper and
Gold Inc., which operates as PDIC. As part of this acquisition, the seller agreed to indemnify the
Company for certain environmental liabilities existing on the purchase closing date. The sellers
obligation to indemnify the Company for these particular liabilities generally survives four years
from the date the parties executed the definitive purchase agreement unless the Company has
properly notified the seller before the expiry of the four year period. The seller also made
certain representations and warranties related to environmental matters and the acquired business
and agreed to indemnify the Company for breaches of those representation and warranties for a
period of four years from the closing date. Indemnification claims for breach of representations
and warranties are subject to an overall indemnity limit of approximately $105 million, which
applies to all warranty and indemnity claims for the transaction.
In addition, Company subsidiaries have been named as defendants in lawsuits alleging exposure to
asbestos in products manufactured by the Company. As of October 1, 2010, General Cable was a
defendant in approximately 591 non-maritime cases and 30,881 maritime cases brought in various
jurisdictions throughout the United States. As of October 1, 2010 and December 31, 2009, the
Company had accrued, on a gross basis, approximately $5.1 million and had recovered approximately
$0.5 million of insurance recoveries for these lawsuits. The Company does not believe that the
outcome of the litigation will have a material adverse effect on its condensed consolidated results
of operations, financial position or cash flows.
The Company is also involved in various routine legal proceedings and administrative actions. Such
proceedings and actions should not, individually or in the aggregate, have a material adverse
effect on its results of operations, cash flows or financial position.
25
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
In Europe and Mediterranean as it relates to the 2005 purchase of shares of Silec Cable, S.A.S
(Silec), the Company has pledged to the bank the following: Silec shares, segment assets such as
land and buildings and certain General Cable entities in Spain and Portugal have been designated as
guarantors.
The U.S. Department of Justice, or DOJ, and the European Commission have been conducting antitrust
and competition law investigations relating to the cable industry, which the Company believes
relate primarily to the submarine and underground high-voltage cables businesses. The Company has
not been engaged in the high-voltage submarine cable business. The Company only recently entered
the submarine cable business in March 2009 through its German affiliate, Norddeutsche Seekabelwerke
GmbH & Co., which was acquired in 2007. The Company has received requests for information from both
the DOJ and the European Commission in connection with their investigations and has provided
documents to the DOJ and responded to their questions. With regard to the European Commission
investigation, which has been addressed to the Companys Spanish operations, the Company completed
its response to a request for information on November 16, 2009. The Company received an additional
request for information from the European Commission in early April 2010 and filed its response on
May 7, 2010. The Company may receive further requests for information from the DOJ and the European
Commission.
General Cable has entered into various operating lease agreements related principally to certain
administrative, manufacturing and distribution facilities and transportation equipment. At October
1, 2010, future minimum rental payments required under non-cancelable lease agreement during twelve
month periods beginning October 1, 2010 through September 30, 2015 are $11.2 million, $8.0 million,
$4.9 million, $3.8 million and $4.0 million, respectively, and $17.5 million thereafter.
As of October 1, 2010, the Company had $159.7 million in letters of credit, $155.9 million in
various performance bonds and $217.8 million in other guarantees. These letters of credit,
performance bonds and guarantees are periodically renewed and
are generally related to risk associated with self insurance claims, defined benefit plan
obligations, contract performance, assets pledged and quality and other various bank financing
guarantees.
18. Unconsolidated Affiliated Companies
Unconsolidated affiliated companies are those in which the Company generally owns less than 50
percent of the outstanding voting shares. The Company does not control these companies and accounts
for its investments in them on the equity basis. The unconsolidated affiliated companies primarily
manufacture or market wire and cable products in our ROW segment. The Companys share of the
income of these companies is reported in the condensed consolidated statements of operations under
Equity in earnings of affiliated companies. For the three and nine fiscal months ended October 1,
2010, equity in earnings of affiliated companies was $0.4 and $1.0 million, respectively, and for
the three and nine fiscal months ended October 2, 2009, equity in earnings of affiliated companies
was $0.1 and $0.4 million, respectively. The net investment in unconsolidated affiliated companies
was $10.2 million as of October 1, 2010 and December 31, 2009, respectively. As of October 1,
2010, the Companys ownership percentages were as follows: PDTL Trading Company Ltd. 49%, Colada
Continua Chilean, S.A. 41%, Keystone Electric Wire & Cable Co., Ltd. 20% and Thai Copper Rod
Company Ltd. 18%.
19. Fair Value Disclosure
ASC820 Fair Value Measurements and Disclosures provides a framework for measuring fair value under
GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to
transfer a liability in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measurement date. The fair market values of
the Companys financial instruments are determined based on the fair value hierarchy, which
requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. The three levels of inputs that may be used to measure fair
values are as follows:
|
|
Level 1 Quoted prices in active markets for identical assets or liabilities. Level 1
assets and liabilities include debt and equity securities that are traded in an active
exchange market. |
|
|
Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities, quoted prices in markets that are not active, or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of
the assets or liabilities. |
|
|
Level 3 Unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities
include financial instruments whose value is determined using pricing models, discounted cash
flow methodologies, or similar techniques for which the determination of fair value requires
significant management judgment or estimation. |
26
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
The Company carries derivative assets and liabilities (Level 2) and trading marketable equity
securities (Level 1) held in the Rabbi Trust as part of the Companys deferred compensation plan at
fair value. The fair values of derivative assets and liabilities traded in the over-the-counter
market are determined using quantitative models that require the use of multiple market inputs
including interest rates, prices and indices to generate pricing and volatility factors, which are
used to value the position. The predominance of market inputs are actively quoted and can be
validated through external sources, including brokers, market transactions and third-party pricing
services. Trading marketable equity securities are recorded at fair value, which are based on
quoted market prices.
Financial assets and liabilities measured at fair value on a recurring basis are summarized below
(in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement |
|
|
|
October 1, 2010 |
|
|
December 31, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair Value |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets |
|
$ |
|
|
|
$ |
30.6 |
|
|
$ |
|
|
|
$ |
30.6 |
|
|
$ |
|
|
|
$ |
30.4 |
|
|
$ |
|
|
|
$ |
30.4 |
|
Trading securities |
|
|
14.8 |
|
|
|
|
|
|
|
|
|
|
|
14.8 |
|
|
|
14.2 |
|
|
|
|
|
|
|
|
|
|
|
14.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
14.8 |
|
|
$ |
30.6 |
|
|
$ |
|
|
|
$ |
45.4 |
|
|
$ |
14.2 |
|
|
$ |
30.4 |
|
|
$ |
|
|
|
$ |
44.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
$ |
|
|
|
$ |
16.1 |
|
|
$ |
|
|
|
$ |
16.1 |
|
|
$ |
|
|
|
$ |
13.4 |
|
|
$ |
|
|
|
$ |
13.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
|
|
|
$ |
16.1 |
|
|
$ |
|
|
|
$ |
16.1 |
|
|
$ |
|
|
|
$ |
13.4 |
|
|
$ |
|
|
|
$ |
13.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At October 1, 2010, there were no financial assets or financial liabilities measured at fair value
on a recurring basis using significant unobservable inputs (Level 3). Similarly, there were no
nonfinancial assets or nonfinancial liabilities measured at fair value on a non-recurring basis.
With the adoption of ASU 2010-06, there were no significant transfers in and out of Level 1 and
Level 2 fair value measurements to be disclosed, as discussed in Note 2.
27
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
20. Supplemental Guarantor and Parent Company Condensed Financial Information
General Cable Corporation (Parent Company) and its U.S. and Canadian 100% wholly-owned
subsidiaries (Guarantor Subsidiaries) fully and unconditionally guarantee the $10.6 million of
1.00% Senior Convertible Notes, the $355.0 million of 0.875% Convertible Notes, the $200 million of
7.125% Senior Notes due in 2017 and the $125 million of Senior Floating Rate Notes due in 2015 of
the Parent Company on a joint and several basis. The following tables present financial
information about the Parent Company, Guarantor Subsidiaries and non-guarantor subsidiaries in
millions. Intercompany transactions are eliminated.
Condensed Statements of Operations
Three Fiscal Months Ended October 1, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Company |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers |
|
$ |
|
|
|
$ |
452.3 |
|
|
$ |
748.2 |
|
|
$ |
|
|
|
$ |
1,200.5 |
|
Intercompany |
|
|
13.2 |
|
|
|
|
|
|
|
25.3 |
|
|
|
(38.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.2 |
|
|
|
452.3 |
|
|
|
773.5 |
|
|
|
(38.5 |
) |
|
|
1,200.5 |
|
Cost of sales |
|
|
|
|
|
|
408.1 |
|
|
|
692.4 |
|
|
|
(25.3 |
) |
|
|
1,075.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
13.2 |
|
|
|
44.2 |
|
|
|
81.1 |
|
|
|
(13.2 |
) |
|
|
125.3 |
|
Selling, general and administrative expenses |
|
|
10.5 |
|
|
|
28.1 |
|
|
|
57.8 |
|
|
|
(13.2 |
) |
|
|
83.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
2.7 |
|
|
|
16.1 |
|
|
|
23.3 |
|
|
|
|
|
|
|
42.1 |
|
Other income |
|
|
|
|
|
|
1.3 |
|
|
|
6.4 |
|
|
|
|
|
|
|
7.7 |
|
Interest income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(15.3 |
) |
|
|
(21.3 |
) |
|
|
(6.3 |
) |
|
|
23.5 |
|
|
|
(19.4 |
) |
Interest income |
|
|
20.8 |
|
|
|
2.5 |
|
|
|
1.7 |
|
|
|
(23.5 |
) |
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.5 |
|
|
|
(18.8 |
) |
|
|
(4.6 |
) |
|
|
|
|
|
|
(17.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
8.2 |
|
|
|
(1.4 |
) |
|
|
25.1 |
|
|
|
|
|
|
|
31.9 |
|
Income tax provision |
|
|
(3.1 |
) |
|
|
13.2 |
|
|
|
(20.6 |
) |
|
|
|
|
|
|
(10.5 |
) |
Equity in net income of
subsidiaries and affiliated
companies |
|
|
13.1 |
|
|
|
1.3 |
|
|
|
|
|
|
|
(14.0 |
) |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income including
noncontrolling interest |
|
|
18.2 |
|
|
|
13.1 |
|
|
|
4.5 |
|
|
|
(14.0 |
) |
|
|
21.8 |
|
Less: preferred stock dividends |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Less: net income attributable to
noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
3.6 |
|
|
|
|
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
Company common shareholders |
|
$ |
18.1 |
|
|
$ |
13.1 |
|
|
$ |
0.9 |
|
|
$ |
(14.0 |
) |
|
$ |
18.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Statements of Operations
Nine Fiscal Months Ended October 1, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Company |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers |
|
$ |
|
|
|
$ |
1,285.9 |
|
|
$ |
2,221.2 |
|
|
$ |
|
|
|
$ |
3,507.1 |
|
Intercompany |
|
|
38.2 |
|
|
|
0.3 |
|
|
|
58.0 |
|
|
|
(96.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38.2 |
|
|
|
1,286.2 |
|
|
|
2,279.2 |
|
|
|
(96.5 |
) |
|
|
3,507.1 |
|
Cost of sales |
|
|
|
|
|
|
1,125.5 |
|
|
|
2,032.3 |
|
|
|
(58.3 |
) |
|
|
3,099.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
38.2 |
|
|
|
160.7 |
|
|
|
246.9 |
|
|
|
(38.2 |
) |
|
|
407.6 |
|
Selling, general and administrative expenses |
|
|
29.9 |
|
|
|
98.3 |
|
|
|
158.4 |
|
|
|
(38.2 |
) |
|
|
248.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
8.3 |
|
|
|
62.4 |
|
|
|
88.5 |
|
|
|
|
|
|
|
159.2 |
|
Other expense |
|
|
|
|
|
|
(0.6 |
) |
|
|
(31.2 |
) |
|
|
|
|
|
|
(31.8 |
) |
Interest income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(45.9 |
) |
|
|
(63.3 |
) |
|
|
(17.7 |
) |
|
|
69.7 |
|
|
|
(57.2 |
) |
Interest income |
|
|
61.6 |
|
|
|
7.8 |
|
|
|
4.0 |
|
|
|
(69.7 |
) |
|
|
3.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.7 |
|
|
|
(55.5 |
) |
|
|
(13.7 |
) |
|
|
|
|
|
|
(53.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
24.0 |
|
|
|
6.3 |
|
|
|
43.6 |
|
|
|
|
|
|
|
73.9 |
|
Income tax provision |
|
|
(9.0 |
) |
|
|
11.2 |
|
|
|
(35.1 |
) |
|
|
|
|
|
|
(32.9 |
) |
Equity in net income of
subsidiaries and affiliated
companies |
|
|
19.4 |
|
|
|
1.9 |
|
|
|
|
|
|
|
(20.3 |
) |
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income including
noncontrolling interest |
|
|
34.4 |
|
|
|
19.4 |
|
|
|
8.5 |
|
|
|
(20.3 |
) |
|
|
42.0 |
|
Less: preferred stock dividends |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
Less: net income attributable to
noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
7.6 |
|
|
|
|
|
|
|
7.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
Company common shareholders |
|
$ |
34.1 |
|
|
$ |
19.4 |
|
|
$ |
0.9 |
|
|
$ |
(20.3 |
) |
|
$ |
34.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Statements of Operations
Three Fiscal Months Ended October 2, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers |
|
$ |
|
|
|
$ |
358.9 |
|
|
$ |
722.9 |
|
|
$ |
|
|
|
$ |
1,081.8 |
|
Intercompany |
|
|
10.2 |
|
|
|
0.7 |
|
|
|
21.0 |
|
|
|
(31.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2 |
|
|
|
359.6 |
|
|
|
743.9 |
|
|
|
(31.9 |
) |
|
|
1,081.8 |
|
Cost of sales |
|
|
|
|
|
|
313.3 |
|
|
|
623.8 |
|
|
|
(21.0 |
) |
|
|
916.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
10.2 |
|
|
|
46.3 |
|
|
|
120.1 |
|
|
|
(10.9 |
) |
|
|
165.7 |
|
Selling, general and administrative expenses |
|
|
7.8 |
|
|
|
31.1 |
|
|
|
53.3 |
|
|
|
(10.9 |
) |
|
|
81.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
2.4 |
|
|
|
15.2 |
|
|
|
66.8 |
|
|
|
|
|
|
|
84.4 |
|
Other income (expense) |
|
|
0.1 |
|
|
|
1.7 |
|
|
|
(0.9 |
) |
|
|
|
|
|
|
0.9 |
|
Interest income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(17.3 |
) |
|
|
(18.1 |
) |
|
|
(9.5 |
) |
|
|
23.5 |
|
|
|
(21.4 |
) |
Interest income |
|
|
17.6 |
|
|
|
5.9 |
|
|
|
0.9 |
|
|
|
(23.5 |
) |
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
|
|
(12.2 |
) |
|
|
(8.6 |
) |
|
|
|
|
|
|
(20.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
2.8 |
|
|
|
4.7 |
|
|
|
57.3 |
|
|
|
|
|
|
|
64.8 |
|
Income tax provision |
|
|
(1.1 |
) |
|
|
(0.4 |
) |
|
|
(16.8 |
) |
|
|
|
|
|
|
(18.3 |
) |
Equity in net income of subsidiaries and
affiliated companies |
|
|
42.0 |
|
|
|
37.7 |
|
|
|
0.1 |
|
|
|
(79.7 |
) |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
43.7 |
|
|
|
42.0 |
|
|
|
40.6 |
|
|
|
(79.7 |
) |
|
|
46.6 |
|
Less: preferred stock dividends |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Less: net income attributable to
noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
2.9 |
|
|
|
|
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to Company common
shareholders |
|
$ |
43.6 |
|
|
$ |
42.0 |
|
|
$ |
37.7 |
|
|
$ |
(79.7 |
) |
|
$ |
43.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statements of Operations
Nine Fiscal Months Ended October 2, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers |
|
$ |
|
|
|
$ |
1,111.3 |
|
|
$ |
2,144.9 |
|
|
$ |
|
|
|
$ |
3,256.2 |
|
Intercompany |
|
|
37.5 |
|
|
|
1.8 |
|
|
|
40.4 |
|
|
|
(79.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37.5 |
|
|
|
1,113.1 |
|
|
|
2,185.3 |
|
|
|
(79.7 |
) |
|
|
3,256.2 |
|
Cost of sales |
|
|
|
|
|
|
998.6 |
|
|
|
1,916.5 |
|
|
|
(40.4 |
) |
|
|
2,874.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
37.5 |
|
|
|
114.5 |
|
|
|
268.8 |
|
|
|
(39.3 |
) |
|
|
381.5 |
|
Selling, general and administrative expenses |
|
|
29.6 |
|
|
|
107.7 |
|
|
|
160.0 |
|
|
|
(39.3 |
) |
|
|
258.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
7.9 |
|
|
|
6.8 |
|
|
|
108.8 |
|
|
|
|
|
|
|
123.5 |
|
Other income |
|
|
0.2 |
|
|
|
2.7 |
|
|
|
8.1 |
|
|
|
|
|
|
|
11.0 |
|
Interest income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(52.2 |
) |
|
|
(52.3 |
) |
|
|
(30.2 |
) |
|
|
68.7 |
|
|
|
(66.0 |
) |
Interest income |
|
|
51.2 |
|
|
|
17.6 |
|
|
|
2.6 |
|
|
|
(68.7 |
) |
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.0 |
) |
|
|
(34.7 |
) |
|
|
(27.6 |
) |
|
|
|
|
|
|
(63.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
7.1 |
|
|
|
(25.2 |
) |
|
|
89.3 |
|
|
|
|
|
|
|
71.2 |
|
Income tax (provision) benefit |
|
|
(2.7 |
) |
|
|
7.0 |
|
|
|
(20.8 |
) |
|
|
|
|
|
|
(16.5 |
) |
Equity in net income of subsidiaries and
affiliated companies |
|
|
43.6 |
|
|
|
61.8 |
|
|
|
0.3 |
|
|
|
(105.3 |
) |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
48.0 |
|
|
|
43.6 |
|
|
|
68.8 |
|
|
|
(105.3 |
) |
|
|
55.1 |
|
Less: preferred stock dividends |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3 |
|
Less: net income attributable to
noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
7.1 |
|
|
|
|
|
|
|
7.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to Company common
shareholders |
|
$ |
47.7 |
|
|
$ |
43.6 |
|
|
$ |
61.7 |
|
|
$ |
(105.3 |
) |
|
$ |
47.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Balance Sheets
October 1, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
30.2 |
|
|
$ |
6.0 |
|
|
$ |
354.8 |
|
|
$ |
|
|
|
$ |
391.0 |
|
Receivables, net of allowances |
|
|
|
|
|
|
270.4 |
|
|
|
775.3 |
|
|
|
|
|
|
|
1,045.7 |
|
Inventories, net |
|
|
|
|
|
|
376.8 |
|
|
|
785.5 |
|
|
|
|
|
|
|
1,162.3 |
|
Deferred income taxes |
|
|
|
|
|
|
15.1 |
|
|
|
35.6 |
|
|
|
|
|
|
|
50.7 |
|
Prepaid expenses and other |
|
|
1.9 |
|
|
|
25.8 |
|
|
|
73.0 |
|
|
|
|
|
|
|
100.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
32.1 |
|
|
|
694.1 |
|
|
|
2,024.2 |
|
|
|
|
|
|
|
2,750.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
0.4 |
|
|
|
196.2 |
|
|
|
840.7 |
|
|
|
|
|
|
|
1,037.3 |
|
Deferred income taxes |
|
|
0.6 |
|
|
|
0.7 |
|
|
|
19.8 |
|
|
|
|
|
|
|
21.1 |
|
Intercompany accounts |
|
|
1,125.3 |
|
|
|
412.6 |
|
|
|
4.1 |
|
|
|
(1,542.0 |
) |
|
|
|
|
Investment in subsidiaries |
|
|
1,192.3 |
|
|
|
1,340.8 |
|
|
|
|
|
|
|
(2,533.1 |
) |
|
|
|
|
Goodwill |
|
|
|
|
|
|
0.9 |
|
|
|
171.0 |
|
|
|
|
|
|
|
171.9 |
|
Intangible assets, net |
|
|
|
|
|
|
3.7 |
|
|
|
198.1 |
|
|
|
|
|
|
|
201.8 |
|
Unconsolidated affiliated companies |
|
|
|
|
|
|
4.2 |
|
|
|
6.0 |
|
|
|
|
|
|
|
10.2 |
|
Other non-current assets |
|
|
10.4 |
|
|
|
20.8 |
|
|
|
41.7 |
|
|
|
|
|
|
|
72.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,361.1 |
|
|
$ |
2,674.0 |
|
|
$ |
3,305.6 |
|
|
$ |
(4,075.1 |
) |
|
$ |
4,265.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Total Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
|
|
|
$ |
130.5 |
|
|
$ |
729.8 |
|
|
$ |
|
|
|
$ |
860.3 |
|
Accrued liabilities |
|
|
(18.6 |
) |
|
|
126.1 |
|
|
|
265.0 |
|
|
|
|
|
|
|
372.5 |
|
Current portion of long-term debt |
|
|
|
|
|
|
0.1 |
|
|
|
118.3 |
|
|
|
|
|
|
|
118.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
(18.6 |
) |
|
|
256.7 |
|
|
|
1,113.1 |
|
|
|
|
|
|
|
1,351.2 |
|
|
Long-term debt |
|
|
798.0 |
|
|
|
(0.1 |
) |
|
|
84.4 |
|
|
|
|
|
|
|
882.3 |
|
Deferred income taxes |
|
|
103.4 |
|
|
|
(29.0 |
) |
|
|
120.5 |
|
|
|
|
|
|
|
194.9 |
|
Intercompany accounts |
|
|
|
|
|
|
1,129.4 |
|
|
|
412.6 |
|
|
|
(1,542.0 |
) |
|
|
|
|
Other liabilities |
|
|
12.7 |
|
|
|
124.7 |
|
|
|
104.3 |
|
|
|
|
|
|
|
241.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
895.5 |
|
|
|
1,481.7 |
|
|
|
1,834.9 |
|
|
|
(1,542.0 |
) |
|
|
2,670.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company shareholders equity |
|
|
1,465.6 |
|
|
|
1,192.3 |
|
|
|
1,340.8 |
|
|
|
(2,533.1 |
) |
|
|
1,465.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
129.9 |
|
|
|
|
|
|
|
129.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
2,361.1 |
|
|
$ |
2,674.0 |
|
|
$ |
3,305.6 |
|
|
$ |
(4,075.1 |
) |
|
$ |
4,265.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Balance Sheets
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
22.7 |
|
|
$ |
10.2 |
|
|
$ |
466.5 |
|
|
$ |
|
|
|
$ |
499.4 |
|
Receivables, net of allowances |
|
|
|
|
|
|
208.6 |
|
|
|
695.0 |
|
|
|
|
|
|
|
903.6 |
|
Inventories, net |
|
|
|
|
|
|
377.0 |
|
|
|
625.4 |
|
|
|
|
|
|
|
1,002.4 |
|
Deferred income taxes |
|
|
|
|
|
|
8.2 |
|
|
|
44.4 |
|
|
|
|
|
|
|
52.6 |
|
Prepaid expenses and other |
|
|
1.9 |
|
|
|
42.1 |
|
|
|
50.7 |
|
|
|
|
|
|
|
94.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
24.6 |
|
|
|
646.1 |
|
|
|
1,882.0 |
|
|
|
|
|
|
|
2,552.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
0.6 |
|
|
|
202.2 |
|
|
|
812.5 |
|
|
|
|
|
|
|
1,015.3 |
|
Deferred income taxes |
|
|
0.6 |
|
|
|
(0.4 |
) |
|
|
23.9 |
|
|
|
|
|
|
|
24.1 |
|
Intercompany accounts |
|
|
1,091.5 |
|
|
|
471.4 |
|
|
|
19.3 |
|
|
|
(1,582.2 |
) |
|
|
|
|
Investment in subsidiaries |
|
|
1,115.1 |
|
|
|
1,237.4 |
|
|
|
|
|
|
|
(2,352.5 |
) |
|
|
|
|
Goodwill |
|
|
|
|
|
|
5.3 |
|
|
|
152.1 |
|
|
|
|
|
|
|
157.4 |
|
Intangible assets, net |
|
|
|
|
|
|
0.6 |
|
|
|
197.0 |
|
|
|
|
|
|
|
197.6 |
|
Unconsolidated affiliated companies |
|
|
|
|
|
|
3.8 |
|
|
|
6.4 |
|
|
|
|
|
|
|
10.2 |
|
Other non-current assets |
|
|
11.7 |
|
|
|
25.2 |
|
|
|
19.9 |
|
|
|
|
|
|
|
56.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,244.1 |
|
|
$ |
2,591.6 |
|
|
$ |
3,113.1 |
|
|
$ |
(3,934.7 |
) |
|
$ |
4,014.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Total Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
|
|
|
$ |
85.4 |
|
|
$ |
677.1 |
|
|
$ |
|
|
|
$ |
762.5 |
|
Accrued liabilities |
|
|
(21.6 |
) |
|
|
103.5 |
|
|
|
280.0 |
|
|
|
|
|
|
|
361.9 |
|
Current portion of long-term debt |
|
|
|
|
|
|
0.1 |
|
|
|
52.9 |
|
|
|
|
|
|
|
53.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
(21.6 |
) |
|
|
189.0 |
|
|
|
1,010.0 |
|
|
|
|
|
|
|
1,177.4 |
|
|
Long-term debt |
|
|
783.7 |
|
|
|
0.1 |
|
|
|
85.5 |
|
|
|
|
|
|
|
869.3 |
|
Deferred income taxes |
|
|
103.4 |
|
|
|
(29.4 |
) |
|
|
135.5 |
|
|
|
|
|
|
|
209.5 |
|
Intercompany accounts |
|
|
|
|
|
|
1,182.8 |
|
|
|
399.4 |
|
|
|
(1,582.2 |
) |
|
|
|
|
Other liabilities |
|
|
12.8 |
|
|
|
134.0 |
|
|
|
101.3 |
|
|
|
|
|
|
|
248.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
878.3 |
|
|
|
1,476.5 |
|
|
|
1,731.7 |
|
|
|
(1,582.2 |
) |
|
|
2,504.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company shareholders equity |
|
|
1,365.8 |
|
|
|
1,115.1 |
|
|
|
1,237.4 |
|
|
|
(2,352.5 |
) |
|
|
1,365.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
144.0 |
|
|
|
|
|
|
|
144.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
2,244.1 |
|
|
$ |
2,591.6 |
|
|
$ |
3,113.1 |
|
|
$ |
(3,934.7 |
) |
|
$ |
4,014.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Statements of Cash Flows
Nine Fiscal Months Ended October 1, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Net cash flows of operating activities |
|
$ |
33.6 |
|
|
$ |
(7.4 |
) |
|
$ |
(45.6 |
) |
|
$ |
|
|
|
$ |
(19.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows of investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
(13.1 |
) |
|
|
(69.4 |
) |
|
|
|
|
|
|
(82.5 |
) |
Proceeds from properties sold |
|
|
|
|
|
|
0.1 |
|
|
|
4.3 |
|
|
|
|
|
|
|
4.4 |
|
Acquisitions, net of cash acquired |
|
|
|
|
|
|
(3.9 |
) |
|
|
(27.8 |
) |
|
|
|
|
|
|
(31.7 |
) |
Other, net |
|
|
|
|
|
|
4.1 |
|
|
|
(0.7 |
) |
|
|
|
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows of investing activities |
|
|
|
|
|
|
(12.8 |
) |
|
|
(93.6 |
) |
|
|
|
|
|
|
(106.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows of financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends paid |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
Excess tax benefits from stock-based compensation |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
Intercompany accounts |
|
|
(26.2 |
) |
|
|
17.1 |
|
|
|
9.1 |
|
|
|
|
|
|
|
|
|
Proceeds from revolving credit borrowings |
|
|
|
|
|
|
11.1 |
|
|
|
|
|
|
|
|
|
|
|
11.1 |
|
Repayments of revolving credit borrowings |
|
|
|
|
|
|
(11.1 |
) |
|
|
|
|
|
|
|
|
|
|
(11.1 |
) |
Proceeds (repayments) of other debt |
|
|
|
|
|
|
(0.1 |
) |
|
|
61.2 |
|
|
|
|
|
|
|
61.1 |
|
Dividends paid to non-controlling interest |
|
|
|
|
|
|
|
|
|
|
(3.9 |
) |
|
|
|
|
|
|
(3.9 |
) |
Proceeds from the exercise of stock options |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows of financing activities |
|
|
(26.1 |
) |
|
|
17.0 |
|
|
|
66.4 |
|
|
|
|
|
|
|
57.3 |
|
Effect of exchange rate changes on cash and cash
equivalents |
|
|
|
|
|
|
(1.0 |
) |
|
|
(38.9 |
) |
|
|
|
|
|
|
(39.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
7.5 |
|
|
|
(4.2 |
) |
|
|
(111.7 |
) |
|
|
|
|
|
|
(108.4 |
) |
Cash and cash equivalents beginning of period |
|
|
22.7 |
|
|
|
10.2 |
|
|
|
466.5 |
|
|
|
|
|
|
|
499.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period |
|
$ |
30.2 |
|
|
$ |
6.0 |
|
|
$ |
354.8 |
|
|
$ |
|
|
|
$ |
391.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Condensed Statements of Cash Flows
Nine Fiscal Months Ended October 2, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
|
(in millions) |
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Total |
|
Net cash flows of operating activities |
|
$ |
30.8 |
|
|
$ |
(5.8 |
) |
|
$ |
340.3 |
|
|
$ |
|
|
|
$ |
365.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows of investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
(21.2 |
) |
|
|
(89.1 |
) |
|
|
|
|
|
|
(110.3 |
) |
Proceeds from properties sold |
|
|
|
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
|
|
|
|
0.4 |
|
Acquisitions, net of cash acquired |
|
|
|
|
|
|
(14.2 |
) |
|
|
|
|
|
|
|
|
|
|
(14.2 |
) |
Intercompany accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
|
|
|
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows of investing activities |
|
|
|
|
|
|
(30.4 |
) |
|
|
(88.8 |
) |
|
|
|
|
|
|
(119.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows of financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends paid |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
Excess tax benefits from stock-based
compensation |
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.7 |
|
Intercompany accounts |
|
|
(29.9 |
) |
|
|
16.4 |
|
|
|
13.5 |
|
|
|
|
|
|
|
|
|
Proceeds from revolving credit borrowings |
|
|
|
|
|
|
91.5 |
|
|
|
|
|
|
|
|
|
|
|
91.5 |
|
Repayments of revolving credit borrowings |
|
|
|
|
|
|
(91.5 |
) |
|
|
|
|
|
|
|
|
|
|
(91.5 |
) |
Proceeds (repayments) of other debt, net |
|
|
|
|
|
|
(2.2 |
) |
|
|
(80.5 |
) |
|
|
|
|
|
|
(82.7 |
) |
Proceeds from exercise of stock options |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows of financing activities |
|
|
(29.1 |
) |
|
|
14.2 |
|
|
|
(67.0 |
) |
|
|
|
|
|
|
(81.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash
equivalents |
|
|
|
|
|
|
0.6 |
|
|
|
4.8 |
|
|
|
|
|
|
|
5.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
1.7 |
|
|
|
(21.4 |
) |
|
|
189.3 |
|
|
|
|
|
|
|
169.6 |
|
Cash and cash equivalents beginning of period |
|
|
2.3 |
|
|
|
28.1 |
|
|
|
252.2 |
|
|
|
|
|
|
|
282.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period |
|
$ |
4.0 |
|
|
$ |
6.7 |
|
|
$ |
441.5 |
|
|
$ |
|
|
|
$ |
452.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
GENERAL CABLE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
Notes to Parent Company Condensed Financial Information
Basis of Presentation
In accordance with the requirements of Regulation S-X of the Securities and Exchange Commission,
restricted net assets of the Companys subsidiaries exceeded 25% of the Companys total
consolidated net assets. The Companys Spanish Term Loans include covenants that require its
Spanish subsidiary to maintain minimum net assets of 197 million euros. This financial information
is condensed and omits many disclosures presented in the Consolidated Financial Statements and
Notes thereto.
Intercompany Activity
The Parent Company and its Guarantor Subsidiaries participate in a cash pooling program. As part of
this program, cash balances are generally swept on a daily basis between the Guarantor
Subsidiaries bank accounts and those of the Parent Company. There are a significant number of the
Companys subsidiaries that participate in this cash pooling arrangement and there are thousands of
transactions per week that occur between the Parent Company and Guarantor Subsidiaries, all of
which are accounted for through the intercompany accounts.
Parent Company transactions include interest, dividend, tax payments and intercompany sales
transactions related to administrative costs incurred by the Parent Company, which are billed to
Guarantor Subsidiaries on a cost-plus basis. These costs are reported in the Parents Selling,
general and administrative expenses on the Condensed Consolidated Statement of Operations for the
respective period(s). All intercompany transactions are presumed to be settled in cash when they
occur and are included in operating activities on the statement of cash flows. Non-operating cash
flow changes have been classified as financing activities in 2010.
A summary of cash and non-cash transactions of the Parent Companys intercompany account is
provided below for the nine fiscal months ended October 1, 2010 and the twelve months ended
December 31, 2009:
|
|
|
|
|
|
|
|
|
(in millions) |
|
October 1, 2010 |
|
|
December 31, 2009 |
|
Beginning Balance |
|
$ |
1,091.5 |
|
|
$ |
1,037.3 |
|
Non-cash transactions |
|
|
|
|
|
|
|
|
Convertible notes and other debt |
|
|
|
|
|
|
8.9 |
|
Equity based awards |
|
|
6.8 |
|
|
|
10.9 |
|
Foreign currency and other |
|
|
0.8 |
|
|
|
19.3 |
|
Cash transactions |
|
|
26.2 |
|
|
|
15.1 |
|
|
|
|
|
|
|
|
Ending Balance |
|
$ |
1,125.3 |
|
|
$ |
1,091.5 |
|
|
|
|
|
|
|
|
Dividends
There were no cash dividend payments to the Parent Company from the Guarantor Subsidiaries in the
nine fiscal months ended October 1, 2010 or October 2, 2009.
Parent Company Long-Term Debt
At October 1, 2010 and December 31, 2009, the Parent Company was party to the following long-term
financing arrangements:
|
|
|
|
|
|
|
|
|
(in millions) |
|
October 1, 2010 |
|
|
December 31, 2009 |
|
Subordinated Convertible Notes due 2029 |
|
$ |
429.5 |
|
|
$ |
429.5 |
|
Debt discount on Subordinated Convertible Notes due 2029 |
|
|
(265.9 |
) |
|
|
(266.6 |
) |
1.00% Senior Convertible Notes due 2012 |
|
|
10.6 |
|
|
|
10.6 |
|
Debt discount on 1.00% Senior Convertible Notes due 2012 |
|
|
(1.2 |
) |
|
|
(1.7 |
) |
0.875% Convertible Notes due 2013 |
|
|
355.0 |
|
|
|
355.0 |
|
Debt discount on 0.875% Convertible Notes due 2013 |
|
|
(63.9 |
) |
|
|
(77.0 |
) |
7.125% Senior Notes due 2017 |
|
|
200.0 |
|
|
|
200.0 |
|
Senior Floating Rate Notes |
|
|
125.0 |
|
|
|
125.0 |
|
Other |
|
|
8.9 |
|
|
|
8.9 |
|
|
|
|
|
|
|
|
Total Parent Company debt |
|
|
798.0 |
|
|
|
783.7 |
|
Less current maturities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company Long-term debt |
|
$ |
798.0 |
|
|
$ |
783.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Q3 2011 |
|
|
Q3 2012 |
|
|
Q3 2013 |
|
|
Q3 2014 |
|
|
Q3 2015 |
|
Debt maturities twelve month period ending |
|
$ |
|
|
|
$ |
|
|
|
$ |
10.6 |
|
|
$ |
355.0 |
|
|
$ |
125.0 |
|
Long-term debt related to the Parent Company is discussed in Note 8 of the Notes to the Condensed
Consolidated Financial Statements.
Commitments and Contingencies
For contingencies and guarantees related to the Parent Company, refer to Note 17 of the Notes to
the Condensed Consolidated Financial Statements.
35
GENERAL CABLE CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Managements Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) is intended to help the reader understand the Companys financial position, changes in
financial position and results of operations. MD&A is provided as a supplement to the Companys
condensed consolidated financial statements and the accompanying Notes to condensed consolidated
financial statements (Notes) and should be read in conjunction with the condensed consolidated
financial statements and Notes.
Certain statements in this report including without limitation, statements regarding future
financial results and performance, plans and objectives, capital expenditures and the Companys or
managements beliefs, expectations or opinions, are forward-looking statements, and as such,
General Cable desires to take advantage of the safe harbor, which is afforded such statements
under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially
from those statements as a result of factors, risks and uncertainties over which the Company has no
control. Such factors include those stated in Item 1A of the Companys 2009 Annual Report on Form
10-K as filed with the SEC on March 1, 2010.
Effective January 1, 2010, the Company changed its method of valuing all of its inventories that
previously used the LIFO method to the average cost method. The Company applied this change in
accounting principle retrospectively to all prior periods presented herein in accordance with
ASC250 Accounting Changes and Error Corrections. See Note 2 for information on this change in
accounting principle.
Overview
General Cable is a global leader in the development, design, manufacture, installation, marketing
and distribution of copper, aluminum and fiber optic wire and cable products. The Companys
operations are divided into three reportable segments: North America, Europe and Mediterranean and
Rest of World.
The Company has a strong market position in each of the segments in which it competes due to
product, geographic and customer diversity and the Companys ability to operate as a low cost
provider. The Company sells a wide variety of copper, aluminum and fiber optic wire and cable
products, which it believes represents one of the most diversified product lines in the industry.
As a result, the Company is able to offer its customers a single source for most of their wire and
cable requirements.
The following table sets forth net sales and operating income by reportable segment for the periods
presented, in millions of dollars:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
Net sales: |
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
North America |
|
$ |
463.8 |
|
|
|
39 |
% |
|
$ |
364.2 |
|
|
|
34 |
% |
|
$ |
1,318.4 |
|
|
|
38 |
% |
|
$ |
1,127.8 |
|
|
|
35 |
% |
Europe and Mediterranean |
|
|
328.1 |
|
|
|
27 |
% |
|
|
361.5 |
|
|
|
33 |
% |
|
|
1,052.9 |
|
|
|
30 |
% |
|
|
1,133.6 |
|
|
|
35 |
% |
ROW |
|
|
408.6 |
|
|
|
34 |
% |
|
|
356.1 |
|
|
|
33 |
% |
|
|
1,135.8 |
|
|
|
32 |
% |
|
|
994.8 |
|
|
|
30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
1,200.5 |
|
|
|
100 |
% |
|
$ |
1,081.8 |
|
|
|
100 |
% |
|
$ |
3,507.1 |
|
|
|
100 |
% |
|
$ |
3,256.2 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
14.0 |
|
|
|
33 |
% |
|
$ |
17.6 |
|
|
|
21 |
% |
|
$ |
73.0 |
|
|
|
46 |
% |
|
$ |
13.8 |
|
|
|
11 |
% |
Europe and Mediterranean |
|
|
9.0 |
|
|
|
22 |
% |
|
|
25.6 |
|
|
|
30 |
% |
|
|
18.5 |
|
|
|
12 |
% |
|
|
41.8 |
|
|
|
34 |
% |
ROW |
|
|
19.1 |
|
|
|
45 |
% |
|
|
41.2 |
|
|
|
49 |
% |
|
|
67.7 |
|
|
|
42 |
% |
|
|
67.9 |
|
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income |
|
$ |
42.1 |
|
|
|
100 |
% |
|
$ |
84.4 |
|
|
|
100 |
% |
|
$ |
159.2 |
|
|
|
100 |
% |
|
$ |
123.5 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Cables reported net sales are directly influenced by the price of copper, and to a lesser
extent, aluminum. The price of copper and aluminum as traded on the London Metal Exchange (LME)
and COMEX has historically been subject to considerable volatility. During the past few years,
global copper prices have steadily increased to new average record highs. In the three fiscal
months ended October 1, 2010 and October 2, 2009, copper cathode on the COMEX averaged $3.30 and
$2.67 per pound, respectively, and the daily price of aluminum rod averaged $1.01 and $0.87 per
pound, respectively. In the nine fiscal months ended October 1, 2010 and October 2, 2009, copper
cathode on the COMEX averaged $3.26 and $2.13 per pound, respectively, and the daily price of
aluminum rod averaged $1.02 and $0.75 per pound, respectively. This copper and aluminum price
volatility is representative of all reportable segments.
36
General Cable generally passes changes in copper and aluminum prices along to its customers,
although there are timing delays of varying lengths depending upon the volatility of metals prices,
the type of product, competitive conditions and particular customer arrangements. A significant
portion of the Companys electric utility and telecommunications business and, to a lesser extent,
the Companys electrical infrastructure business has metal escalators written into customer
contracts under a variety of price setting and recovery formulas. The remainder of the Companys
business requires that volatility in the cost of metals be recovered through negotiated price
changes with customers. In these instances, the ability to change the Companys selling prices may
lag the movement in metal prices by a period of time as the customer price changes are implemented.
Therefore, in the short-term, during periods of escalating raw material cost inputs, to the extent
the Company is able to raise prices in the market to recover the higher current cost of metals, the
Company will generally experience a benefit from the sale of its relatively lower value inventory
as computed under the weighted average inventory costing method. If the Company is unable to raise
prices with the rise in the raw material market prices due to low levels of demand or a competitive
price market the Company will experience lower operating income. Conversely, during periods of
declining raw material cost inputs, to the extent the Company has to decrease prices in the market
due to competitive pressure as the current cost of metals declines, the Company will generally
experience downward pressure on its gross profit due to the sale of relatively higher value
inventory as computed under the weighted average inventory costing method. If the Company is able
to maintain price levels in an environment in which raw material prices are declining due to high
levels of demand the Company will experience higher operating income. The Company hedges a portion
of its metal purchases but does not engage in speculative metals trading.
The Company has historically experienced volatility on raw materials other than copper and aluminum
used in cable manufacturing, such as insulating compounds, steel and wood reels, freight costs and
energy costs. Generally, the Company attempts to adjust selling prices in most of its markets in
order to offset the impact of this raw material price and other cost volatility on reported
earnings. The Companys ability to execute and ultimately realize price adjustments is influenced
by competitive conditions in its markets, including manufacturing capacity utilization.
The Company generally has experienced and expects to continue to experience certain seasonal trends
in construction related product sales and customer demand. Demand for construction related
products during winter months in certain geographies is usually lower than demand during spring and
summer months. Generally larger amounts of cash are required during winter months in order to
build inventories in anticipation of higher demand during the spring and summer months, when
construction activity increases. In turn, receivables related to higher sales activity during the
spring and summer months are generally collected during the fourth quarter of the year.
Additionally, the Company has historically experienced changes in demand resulting from poor or
unusual weather.
Current Business Environment
The wire and cable industry is competitive, mature and cost driven with minimal differentiation for
many product offerings among industry participants from a manufacturing or technology standpoint.
The Company continues to experience historically low demand and pricing across a broad spectrum of
the Companys products as a result of the effects of the global financial crisis and economic
downturn which began in late 2007.
In addition to the factors previously mentioned, General Cable is currently being affected by the
following general macro-level trends:
|
|
|
Slow global growth, mixed economic indicators and in many markets, continuing
recessionary conditions; |
|
|
|
Low levels of demand for construction products in Europe, particularly in the Spanish
construction and electrical infrastructure markets; |
|
|
|
Low levels of demand and low pricing across a broad spectrum of product lines as a
result of the macroeconomic and heightened competitive environment; |
|
|
|
Continued political uncertainty and currency volatility in certain developing markets; |
|
|
|
Worldwide underlying long-term growth trends in electric utility and infrastructure
markets; |
|
|
|
Continuing demand for natural resources, such as oil and gas, and alternative energy
initiatives; and |
|
|
|
Population growth in developing countries with growing middle classes which influence
demand for wire and cable. |
The Companys overall financial results discussed in this section of the Companys quarterly report
demonstrate the diversification of the Companys product offering. In addition to the
aforementioned macro-level trends, the Company anticipates that the following trends may affect the
financial results of the Company during 2010. The Companys working capital requirements have been
and are expected to be impacted by continued volatile raw materials costs, including metals and
insulating materials as well as freight and energy costs. Raw material costs, particularly copper
and aluminum prices, have been and will likely continue to be volatile. Certain currencies around
the world have been and are anticipated to remain volatile, particularly in developing markets
located in certain countries in Latin America and Sub-Saharan Africa. Additionally, credit
markets in certain regions around the world remain relatively restrictive compared to recent years
due to economic conditions and as a result access to capital may be more difficult, as more fully
discussed below.
37
As part of General Cables ongoing efforts to reduce total operating costs, the Company
continuously evaluates its ability to more efficiently utilize existing manufacturing capacity.
Such evaluation includes the costs associated with and benefits to be derived from the combination
of existing manufacturing assets into fewer plant locations and the possible outsourcing of certain
manufacturing processes. The Company may idle manufacturing facilities in the future from time to
time depending on market conditions and expected demand. There were no material permanent facility
closures during the nine months ended October 1, 2010 or October 2, 2009.
General Cable believes its global investment in Lean Six Sigma (Lean) training, coupled with
effectively utilized manufacturing assets, provides a cost advantage compared to many of its
competitors and generates cost savings which help offset high raw material prices and other high
general economic costs over time. In addition, General Cables customer and supplier integration
capabilities, one-stop selling and geographic and product balance are sources of competitive
advantage. As a result, the Company believes it is well positioned, relative to many of its
competitors, in the current business environment.
As more fully discussed below in the Liquidity and Capital Resources section, the Companys current
business environment encompasses credit markets in certain regions around the world that have grown
increasingly restrictive in recent years. The Company has access to various credit facilities
around the world and believes that it can adequately fund its global working capital requirements
through both internal operating cash flow and use of the various credit facilities. Overall, the
capital structure changes made in the recent years including the exchange of convertible debt
during the fourth quarter of 2009, which effectively extended the maturity of the largest tranche
of debt by 20 years, should allow the Company to maintain financial flexibility. The Company
anticipates upward pressure on interest rates on certain of its credit facilities outside of North
America at the time of renewal in the coming year. Additionally, as a result of the rapid and
significant volatility in metal prices, the Companys working capital requirements are expected to
be variable for the foreseeable future.
Acquisitions and Divestitures
General Cable actively seeks to identify key trends in the industry to capitalize on expanding
markets and new niche markets or exit declining or non-strategic markets in order to achieve better
returns. The Company also sets aggressive performance targets for its business and intends to
refocus or divest those activities which fail to meet targets or do not fit long-term strategies.
We have completed several acquisitions and joint ventures in Egypt, South Africa, Oman, and France
in the nine fiscal months ended October 1, 2010. The results of operations of the acquired
businesses have been included in the Condensed Consolidated Financial Statements since the
respective dates of the acquisition and have been determined to be immaterial individually and
collectively for disclosure purposes. No material divestitures were made in the nine fiscal months
ended October 1, 2010.
Critical Accounting Policies and Estimates
During the three fiscal months ended October 1, 2010, the Company did not change any of its
critical accounting policies as disclosed in the Companys 2009 Annual Report on Form 10-K as filed
with the Securities and Exchange Commission on March 1, 2010 except as it relates to the change in
accounting principle of valuing all of its inventories that used the LIFO method to the average
cost method as discussed in Notes 2 and 5 to the Companys Condensed Consolidated Financial
statements included in this Form 10-Q. The Company applied this change in accounting principle
retrospectively to all prior periods presented herein in accordance with ASC250 Accounting Changes
and Error Corrections. See Note 2 for information on this change in accounting principle. All
other accounting policies used in preparing the Companys interim fiscal 2010 Condensed
Consolidated Financial Statements are the same as those described in the Companys Form 10-K.
Accounting Standards
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06 Fair Value
Measurements and Disclosures Improving Disclosures about Fair Value Measurements (ASU
2010-06). ASU 2010-06 requires new disclosures for significant transfers in and out of Level 1 and
2 of the fair value hierarchy and the activity within Level 3 of the fair value hierarchy. The
updated guidance also clarifies existing disclosures regarding the level of disaggregation of
assets or liabilities and the valuation techniques and inputs used to measure fair value. The
updated guidance is effective for interim and annual reporting periods beginning after December 15,
2009, with the exception of the new Level 3 activity disclosures, which are effective for interim
and annual reporting periods beginning after December 15, 2010. The adoption of this accounting
standard had no impact on the Companys Condensed Consolidated Financial Statements.
In May 2010, the FASB issued Accounting Standards Update No. 2010-19 Foreign Currency (Topic 830)
Foreign Currency Issues: Multiple Foreign Currency Exchange Rates (ASU 2010-19). The amendments
in this update are effective as of the announcement date of March 18, 2010. The provisions of ASU
2010-19 did not have a material effect on the financial position, results of operations or cash
flows of the Company.
38
The FASB issued Accounting Standards Update No. 2010-12Accounting for Certain Tax Effects of the
2010 Health Care Reform Acts (ASU 2010-12), which codifies an SEC Staff Announcement relating to
accounting for the Health Care and Education Reconciliation Act of 2010 and the Patient Protection
and Affordable Care Act under ASC 740, Income Taxes. Management completed its assessment and
adoption of ASU 2010-12 in the third quarter of 2010, and determined it has no material impact on
the Company.
Results of Operations
The following table sets forth, for the periods indicated, statement of operations data in millions
of dollars and as a percentage of net sales. Percentages may not add due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended |
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
Net sales |
|
$ |
1,200.5 |
|
|
|
100.0 |
% |
|
$ |
1,081.8 |
|
|
|
100.0 |
% |
|
$ |
3,507.1 |
|
|
|
100.0 |
% |
|
$ |
3,256.2 |
|
|
|
100.0 |
% |
Cost of sales |
|
|
1,075.2 |
|
|
|
89.6 |
% |
|
|
916.1 |
|
|
|
84.7 |
% |
|
|
3,099.5 |
|
|
|
88.4 |
% |
|
|
2,874.7 |
|
|
|
88.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
125.3 |
|
|
|
10.4 |
% |
|
|
165.7 |
|
|
|
15.3 |
% |
|
|
407.6 |
|
|
|
11.6 |
% |
|
|
381.5 |
|
|
|
11.7 |
% |
Selling, general and
administrative expenses |
|
|
83.2 |
|
|
|
6.9 |
% |
|
|
81.3 |
|
|
|
7.5 |
% |
|
|
248.4 |
|
|
|
7.1 |
% |
|
|
258.0 |
|
|
|
7.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
42.1 |
|
|
|
3.5 |
% |
|
|
84.4 |
|
|
|
7.8 |
% |
|
|
159.2 |
|
|
|
4.5 |
% |
|
|
123.5 |
|
|
|
3.8 |
% |
Other income (expense) |
|
|
7.7 |
|
|
|
0.6 |
% |
|
|
0.9 |
|
|
|
0.1 |
% |
|
|
(31.8 |
) |
|
|
(0.9 |
)% |
|
|
11.0 |
|
|
|
0.3 |
% |
Interest expense, net |
|
|
(17.9 |
) |
|
|
(1.5 |
)% |
|
|
(20.5 |
) |
|
|
(1.9 |
)% |
|
|
(53.5 |
) |
|
|
(1.5 |
)% |
|
|
(63.3 |
) |
|
|
(1.9 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
31.9 |
|
|
|
2.7 |
% |
|
|
64.8 |
|
|
|
6.0 |
% |
|
|
73.9 |
|
|
|
2.1 |
% |
|
|
71.2 |
|
|
|
2.2 |
% |
Income tax (provision) benefit |
|
|
(10.5 |
) |
|
|
(0.9 |
)% |
|
|
(18.3 |
) |
|
|
(1.7 |
)% |
|
|
(32.9 |
) |
|
|
(0.9 |
)% |
|
|
(16.5 |
) |
|
|
(0.5 |
)% |
Equity in net earnings of
affiliated companies |
|
|
0.4 |
|
|
|
|
% |
|
|
0.1 |
|
|
|
|
% |
|
|
1.0 |
|
|
|
|
% |
|
|
0.4 |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income including
noncontrolling interest |
|
|
21.8 |
|
|
|
1.8 |
% |
|
|
46.6 |
|
|
|
4.3 |
% |
|
|
42.0 |
|
|
|
1.2 |
% |
|
|
55.1 |
|
|
|
1.7 |
% |
Less: preferred stock dividends |
|
|
0.1 |
|
|
|
|
% |
|
|
0.1 |
|
|
|
|
% |
|
|
0.3 |
|
|
|
|
% |
|
|
0.3 |
|
|
|
|
% |
Less: net income attributable
to noncontrolling interest |
|
|
3.6 |
|
|
|
0.3 |
% |
|
|
2.9 |
|
|
|
0.3 |
% |
|
|
7.6 |
|
|
|
0.2 |
% |
|
|
7.1 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
Company common shareholders |
|
$ |
18.1 |
|
|
|
1.5 |
% |
|
$ |
43.6 |
|
|
|
4.0 |
% |
|
$ |
34.1 |
|
|
|
1.0 |
% |
|
$ |
47.7 |
|
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Fiscal Months Ended October 1, 2010 Compared with Three Fiscal Months Ended October 2, 2009
Net Sales
The following tables set forth net sales, metal-adjusted net sales and metal pounds sold by
segment, in millions. For the metal-adjusted net sales results, net sales for the third quarter of
2009 have been adjusted to reflect the third quarter of 2010 copper COMEX average price of $3.30
per pound (a $0.63 increase compared to the same period in 2009) and the aluminum rod average price
of $1.01 per pound (a $0.14 increase compared to the same period in 2009). Metal-adjusted net
sales, a non-GAAP financial measure, is provided herein in order to eliminate an estimate of metal
price volatility from the comparison of revenues from one period to another. See previous
discussion of metal price volatility in the Overview section.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
Three Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
North America |
|
$ |
463.8 |
|
|
|
39 |
% |
|
$ |
364.2 |
|
|
|
34 |
% |
Europe and Mediterranean |
|
|
328.1 |
|
|
|
27 |
% |
|
|
361.5 |
|
|
|
33 |
% |
ROW |
|
|
408.6 |
|
|
|
34 |
% |
|
|
356.1 |
|
|
|
33 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
1,200.5 |
|
|
|
100 |
% |
|
$ |
1,081.8 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal-Adjusted Net Sales |
|
|
|
Three Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
North America |
|
$ |
463.8 |
|
|
|
39 |
% |
|
$ |
397.3 |
|
|
|
33 |
% |
Europe and Mediterranean |
|
|
328.1 |
|
|
|
27 |
% |
|
|
390.6 |
|
|
|
33 |
% |
ROW |
|
|
408.6 |
|
|
|
34 |
% |
|
|
398.9 |
|
|
|
34 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total metal-adjusted net sales |
|
$ |
1,200.5 |
|
|
|
100 |
% |
|
$ |
1,186.8 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal adjustment |
|
|
|
|
|
|
|
|
|
|
(105.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
1,200.5 |
|
|
|
|
|
|
$ |
1,081.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal Pounds Sold |
|
|
|
Three Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Pounds |
|
|
% |
|
|
Pounds |
|
|
% |
|
North America |
|
|
80.1 |
|
|
|
33 |
% |
|
|
71.7 |
|
|
|
31 |
% |
Europe and Mediterranean |
|
|
64.9 |
|
|
|
27 |
% |
|
|
67.0 |
|
|
|
30 |
% |
ROW |
|
|
97.1 |
|
|
|
40 |
% |
|
|
88.2 |
|
|
|
39 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total metal pounds sold |
|
|
242.1 |
|
|
|
100 |
% |
|
|
226.9 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales increased $118.7 million to $1,200.5 million in the third quarter of 2010 from $1,081.8
million in the third quarter of 2009. After adjusting the third quarter of 2009 net sales to
reflect the $0.63 increase in the average monthly COMEX prices per pound of copper and the $0.14
increase in the average aluminum rod price per pound, net sales of $1,200.5 million reflect an
increase of $13.7 million or 1%, from the metal-adjusted net sales of $1,186.8 million in the third
quarter of 2009. Volume, as measured by metal pounds sold increased 15.2 million pounds or 7% to
242.1 million pounds in the third quarter of 2010 as compared to 226.9 million pounds in the third
quarter of 2009. Metal pounds sold is provided herein as the Company believes this metric to be a
reasonable measure of sales volume since it is not impacted by metal prices or foreign currency
exchange rate changes. The increase in sales on a metal-adjusted basis is due to higher volume of
$44.9 million, favorable product mix of approximately $11.1 million and $5.0 million of net sales
attributable to the results of acquired business. These increases have been offset by unfavorable
foreign currency exchange rate changes on the translation of reported revenues of $47.3 million.
Metal-adjusted net sales in the North America segment increased $66.5 million, or 17%, principally
due to higher sales volume of $23.1 million, favorable product mix of approximately $34.8 million,
$4.5 million of net sales attributable to the results of acquired business, and by favorable
foreign currency exchange rate changes of $4.1 million, principally related to the Canadian dollar.
Volume, as measured by metal pounds sold, increased by 8.4 million pounds, or 12%, in the third
quarter of 2010 compared to the third quarter of 2009, which is primarily attributable to volume
improvement in the electrical utility market, due to the release of transmission grid projects and
terrestrial wind projects as well as improvement in demand for medium voltage distribution cables.
The Company believes the increased volume in the third quarter of 2010 of electrical utility
products will likely continue in the fourth quarter of 2010 but remains cautious.
Metal-adjusted net sales in the Europe and Mediterranean segment decreased $62.5 million, or 16%,
principally due to lower sales volume of $5.2 million, unfavorable selling prices/product mix of
approximately $22.7 million and unfavorable foreign currency exchange rate changes of $34.6
million, primarily due to a weaker euro relative to the dollar. Volume, as measured by metal
pounds sold, decreased by 2.1 million pounds, or 3%, in the third quarter of 2010 compared to the
third quarter of 2009. The decrease in net sales volumes is the result of economic conditions in
Europe creating a more price competitive market. The decrease has been partially offset to a lesser
extent by regional demand for high-voltage and extra-high-voltage cables to upgrade the electricity
grid, as well as projects involving submarine energy cables and other alternative energy projects.
The Council of the European Union, as part of a broader economic recovery plan, recently earmarked
funding for numerous projects in the field of energy that may over time lead to an increase in
demand for the Companys products.
Metal-adjusted net sales in the ROW segment increased $9.7 million or 2%, principally due to higher
sales volume of $27.0 million. This increase has been partially offset by an unfavorable product
mix of approximately $1.0 million and unfavorable foreign currency exchange rate changes of $16.8
million. Volume, as measured by metal pounds sold, increased by 8.9 million pounds, or 10%, in the
third quarter of 2010 compared to the third quarter of 2009. The increase in volume was primarily
attributable an overall increase in demand across the South America and Asia Pacific regions,
particularly in Brazil and Chile. In Brazil, demand for the Companys low and medium voltage distribution cables increased due to
projects such as Lights for All, which is designed to provide power to remote locations
throughout the country and infrastructure spending in preparation for upcoming events such as the
2014 World Cup of Soccer and the 2016 Olympics. In Chile, sales increased as a result of
reconstruction efforts following the Chilean earthquake earlier this year.
40
Gross Profit
Gross profit decreased to $125.3 million in the third quarter of 2010 from $165.7 million in the
third quarter of 2009. Gross profit as a percentage of net sales for the three fiscal months ended
October 1, 2010 decreased to 10.4% as compared to the three fiscal months ended October 2, 2009 of
15.3%. The decrease is due to a greater benefit in the third quarter of 2009 from the relatively
higher average market price of metals sold compared to the cost of the lower value inventory
relative to the third quarter of 2010 as well as competitive pricing environments across all
segments in the third quarter of 2010 which was partially offset by the benefit of cost reductions
in Europe earlier this year.
Selling, General and Administrative Expense
Selling, general and administrative expense (SG&A) increased to $83.2 million in the third
quarter of 2010 from $81.3 million in the third quarter of 2009. SG&A as a percentage of
metal-adjusted net sales was approximately 6.9% for the third quarters of 2010 and 2009.
Operating Income
The following table sets forth operating income by segment, in millions of dollars.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
Three Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
North America |
|
$ |
14.0 |
|
|
|
33 |
% |
|
$ |
17.6 |
|
|
|
21 |
% |
Europe and Mediterranean |
|
|
9.0 |
|
|
|
22 |
% |
|
|
25.6 |
|
|
|
30 |
% |
ROW |
|
|
19.1 |
|
|
|
45 |
% |
|
|
41.2 |
|
|
|
49 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income |
|
$ |
42.1 |
|
|
|
100 |
% |
|
$ |
84.4 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income for North America decreased $3.6 million despite higher volume due to a less
favorable mix of products sold during the third quarter of 2010 as well as a heightened competitive
pricing environment. In addition, in the third quarter of 2009 the Company benefited from the
relatively higher average market price of metals sold compared to the cost of the lower value
inventory as compared to the third quarter of 2010. The decrease was partially offset by targeted
cost reductions completed in the past year.
Operating income in the Europe and Mediterranean segment decreased $16.6 million due to low levels
of demand and a heightened competitive pricing environment particularly for residential and
low-voltage cable and building wire, resulting in low plant utilization. In addition, in the third
quarter of 2009 the Company benefited from the relatively higher average market price of metals
sold compared to the cost of the lower value inventory as compared to the third quarter of 2010.
The decrease was partially offset by targeted cost reductions in the first half of the year.
The decrease in operating income for the ROW segment of $22.1 million is attributable to a greater
benefit from the relatively higher average market price of metals sold compared to the cost of the
lower value inventory in the third quarter of 2009 as compared to the third quarter of 2010 as well
as unfavorable foreign currency exchange rate changes on operating income of $8.7 million.
Partially offsetting the decline was the impact of the overall volume increase in South America,
particularly Brazil and Chile. In the third quarters of 2010 and 2009, operations in Venezuela
generated operating income of $8.7 million and $18.7 million, respectively, which represents
approximately 21% and 22% of consolidated operating income in the third quarter of 2010 and 2009,
respectively. For additional information on the impact of the currency devaluation and foreign
currency transaction losses on Venezuelas results see Other Income (Expense) below.
Other Income (Expense)
Other income (expense) includes foreign currency transaction gains or losses, which result from
changes in exchange rates between the designated functional currency and the currency in which a
transaction is denominated as well as unrealized gains and losses on derivative instruments that
are not designated as cash flow hedges. Other income for the third quarter 2010 and 2009 is $7.7
million and $0.9 million, respectively. In the third quarter of 2010, other income (expense)
comprised of other income of $17.1 million related to foreign currency transaction gains (losses)
and other expense of $9.4 million related to unrealized losses on derivative instruments of which
$8.5 million is due to the dedesignation of cash flow hedges as a result of
the deferral of raw material purchases related to changes in the anticipated timing of a certain
project in Brazil. During the three fiscal months ended October 2, 2009, the Company recorded
other income (expense) primarily related to foreign currency transaction gains and losses.
41
On January 8, 2010, the Venezuelan government announced the devaluation of its currency, BsF, and
established a two-tier foreign exchange structure. The official exchange rate for essential goods
(food, medicine and other essential goods) was adjusted from 2.15 BsF per U.S. dollar to 2.60 BsF
per U.S. dollar. The official exchange rate for non-essential goods was adjusted from 2.15 BsF per
U.S. dollar to 4.30 BsF per U.S. dollar. The Company remeasures the financial statements of its
Venezuelan subsidiary at the rate at which the Company expects to remit dividends, which is 4.30
BsF per U.S dollar.
In the second quarter, the Company received authorization to import copper at the official exchange
rate for essential goods of 2.60 BsF per U.S. dollar. For the three months ended October 1, 2010,
the Company recorded $12.2 million in foreign exchange gains related to transactions completed at
the 2.60 BsF per U.S. dollar essential rate. To date, 13.2 million pounds of copper have been
approved at the essential rate. The Company purchased 9.3 million pounds of copper in the third
quarter at the essential rate. In the third quarter no purchases were made on the parallel market.
On June 9, 2010, the Venezuelan government closed down the parallel market thereby declaring it
illegal and imposing volume restrictions on each entitys trading activity through a newly
regulated system, the Sistema de Transacciones con Titulos en Moneda Extranjera (SITME). SITME
provides entities with another legal alternative to obtaining foreign currency through the
Commission for the Administration of Foreign Exchange (CADIVI). Currently, the Company is not
using the SITME system to make purchases as non-copper materials are purchased domestically. Other income related to foreign currency
transactions of $17.1 million includes a $12.0 million foreign exchange gain in Venezuela.
Interest Expense
Net interest expense decreased from $20.5 million in the third quarter of 2009 to $17.9 million in
the third quarter of 2010, primarily as a result of completing the convertible debt exchange offer
in the fourth quarter of 2009. The interest expense related to amortization of the debt discount as
a result of the bifurcation of the Companys convertible debt instruments resulted in lower
non-cash interest expense principally due to longer dated maturity on the Companys new convertible
note as discussed in Note 8 to the Condensed Consolidated Financial Statements.
Tax Provision
The Companys effective tax rate for the third quarters of 2010 and 2009 was 32.9% and 28.2%,
respectively. The third quarter of 2010 effective tax rate included a net tax benefit of $18.5
million (including penalties and interest) for changes in uncertain tax positions that were
primarily related to statute of limitations expirations and the settlement of tax exposures in
various tax jurisdictions. The third quarter of 2010 effective tax rate also included $8.3 million
of tax expense for valuation allowances recorded against deferred tax assets, which primarily
related to the Companys Mexican and Australian units due to losses in recent years and
uncertainties regarding the ability to realize the future tax
benefits as well as a true-up of our expected full year tax rate due
to a change in a geographic mix of earnings.
Preferred Stock Dividends
The Company accrued and paid $0.1 million in dividends on its preferred stock in the third quarter
of 2010 and 2009.
42
Nine Fiscal Months Ended October 1, 2010 Compared with Nine Fiscal Months Ended October 2, 2009
Net Sales
The following tables set forth net sales, metal-adjusted net sales and metal pounds sold by
segment, in millions. For the metal-adjusted net sales results, net sales for the first nine fiscal
months of 2009 have been adjusted to reflect the first nine fiscal months of 2010 copper COMEX
average price of $3.26 per pound (a $1.13 increase compared to the same period in 2009) and the
aluminum rod average price of $1.02 per pound (a $0.27 increase compared to the same period in
2009). Metal-adjusted net sales, a non-GAAP financial measure, is provided herein in order to
eliminate an estimate of metal price volatility from the comparison of revenues from one period to
another. See previous discussion of metal price volatility in the Overview section.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
North America |
|
$ |
1,318.4 |
|
|
|
38 |
% |
|
$ |
1,127.8 |
|
|
|
35 |
% |
Europe and Mediterranean |
|
|
1,052.9 |
|
|
|
30 |
% |
|
|
1,133.6 |
|
|
|
35 |
% |
ROW |
|
|
1,135.8 |
|
|
|
32 |
% |
|
|
994.8 |
|
|
|
30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
3,507.1 |
|
|
|
100 |
% |
|
$ |
3,256.2 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal-Adjusted Net Sales |
|
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
North America |
|
$ |
1,318.4 |
|
|
|
38 |
% |
|
$ |
1,321.0 |
|
|
|
34 |
% |
Europe and Mediterranean |
|
|
1,052.9 |
|
|
|
30 |
% |
|
|
1,309.3 |
|
|
|
34 |
% |
ROW |
|
|
1,135.8 |
|
|
|
32 |
% |
|
|
1,236.1 |
|
|
|
32 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total metal-adjusted net sales |
|
$ |
3,507.1 |
|
|
|
100 |
% |
|
$ |
3,866.4 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal adjustment |
|
|
|
|
|
|
|
|
|
|
(610.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
3,507.1 |
|
|
|
|
|
|
$ |
3,256.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal Pounds Sold |
|
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Pounds |
|
|
% |
|
|
Pounds |
|
|
% |
|
North America |
|
|
218.7 |
|
|
|
32 |
% |
|
|
235.2 |
|
|
|
33 |
% |
Europe and Mediterranean |
|
|
202.5 |
|
|
|
30 |
% |
|
|
221.4 |
|
|
|
31 |
% |
ROW |
|
|
253.8 |
|
|
|
38 |
% |
|
|
265.1 |
|
|
|
36 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total metal pounds sold |
|
|
675.0 |
|
|
|
100 |
% |
|
|
721.7 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales increased $250.9 million to $3,507.1 million in the first nine fiscal months of 2010 from
$3,256.2 million in the first nine fiscal months 2009. After adjusting the first nine fiscal months
2009 net sales to reflect the $1.13 increase in the average monthly COMEX prices per pound of
copper and the $0.27 increase in the average aluminum rod price per pound, net sales of $3,507.1
million reflect a decrease of $359.3 million or 9%, from the metal-adjusted net sales of $3,866.4
million in 2009. Volume, as measured by metal pounds sold, decreased 46.7 million pounds or 6% to
675.0 million pounds in the first nine fiscal months of 2010 as compared to 721.7 million pounds in
the first nine fiscal months of 2009. Metal pounds sold is provided herein as the Company believes
this metric to be a reasonable measure of sales volume since it is not impacted by metal prices or
foreign currency exchange rate changes. The decrease in sales on a metal-adjusted basis is due to
lower volume of $108.1 million, unfavorable selling prices/product mix of approximately $270.0
million and unfavorable foreign currency exchange rate changes on the translation of reported
revenues of $8.2 million which have been partially offset by net sales of $27.0 million
attributable to the results of acquired businesses.
Metal-adjusted net sales in the North America segment decreased $2.6 million, principally due to
lower sales volume of $23.4 million and unfavorable selling prices/product mix of approximately
$30.6 million. These decreases have been partially offset by favorable foreign currency exchange
rate changes of $25.9 million, principally related to the Canadian dollar and $25.5 million of net
sales attributable to the results of acquired business. Volume, as measured by metal pounds sold,
decreased by 16.5 million pounds, or 7%, in the first nine fiscal months of 2010 compared to the
first nine fiscal months of 2009, which is primarily attributable to the weak demand for the
Companys electric utility distribution and transmission cables, and telecommunication and
electrical infrastructure products in the first six months of 2010, which has been partially offset
by volume improvement in the electrical utility market, primarily related to transmission grid
projects and terrestrial wind projects in the third quarter of 2010 as well as volume improvement
in early cycle products, such as cables for maintenance and repairs, original equipment
manufacturers and networking applications during the nine months ended October 1, 2010. The
Company believes the increased volume in the third quarter of 2010 of electrical utility products
will likely continue in the fourth quarter of 2010 but remains cautious.
Metal-adjusted net sales in the Europe and Mediterranean segment decreased $256.4 million, or 20%,
principally due to lower sales volume of $48.7 million, unfavorable selling prices/product mix of
approximately $168.2 million and unfavorable foreign currency exchange rate changes of $39.5
million. Volume, as measured by metal pounds sold, decreased by 18.9 million pounds, or 9%, in the
first nine fiscal months of 2010 compared to the first nine fiscal months of 2009. The decrease in
sales volume is the result of weak economic conditions in Europe and weakness in demand across a
broad spectrum of products, particularly low-voltage cables and building wire products in the
Spanish domestic construction and electrical
infrastructure markets, which have been partially offset to a lesser extent by regional demand for
high-voltage and extra-high-voltage cables to upgrade the electricity grid, projects involving
submarine energy cables and other alternative energy projects. The Council of the European Union,
as part of a broader economic recovery plan, recently earmarked funding for numerous projects in
the field of energy that may over time lead to an increase in demand for the Companys products.
43
Metal-adjusted net sales in the ROW segment decreased $100.3 million or 8%, principally due to
lower sales volume of $36.0 million and unfavorable selling prices/product mix of approximately
$71.2 million. These decreases have been partially offset by favorable foreign currency exchange
rate changes of $5.4 million, primarily due to the strengthening of certain currencies in Central
and South America relative to the dollar. Volume, as measured by metal pounds sold, decreased by
11.3 million pounds, or 4%, in the first nine fiscal months of 2010 compared to the first nine
fiscal months of 2009. The decrease in volume was attributable to the challenges faced in
Venezuela as the country continues to cope with complex exchange regulations that have caused
disruptions in the electrical and constructions projects across the country. The decrease in
demand has been partially offset by increased demand in the third quarter for low-voltage
distribution cable in Brazil related to its Lights for All program, investments in the Brazilian
infrastructure in preparation for upcoming events such as the 2014 World Cup of Soccer and the 2016
Olympics, an increase in domestic demand in Chile primarily due to reconstruction efforts after the
Chilean earthquake, and for cable related to mining projects in Zambia.
Gross Profit
Gross profit increased to $407.6 million in the first nine fiscal months of 2010 from $381.5
million in the first nine fiscal months of 2009. Gross profit as a percentage of net sales for the
nine fiscal months ended October 1, 2010 decreased to 11.6% as compared to the nine fiscal months
ended October 2, 2009 of 11.7%. In the first nine fiscal months of 2010, the Company recorded
$17.0 million in charges related to the substantial completion of negotiation with the works
councils of various operations in Spain to permanently reduce manufacturing personnel. This charge
has been more than offset by the current year benefit of ongoing LEAN initiatives and targeted
costs reduction efforts made in the prior year, which include, among other actions, a focus on
reducing discretionary spending and personnel reductions. Additionally, the Company benefited from
the relatively higher average market price of metals compared to the cost of the lower value
inventory in the first nine fiscal months of 2010 as compared to the first nine fiscal months of
2009.
Selling, General and Administrative Expense
SG&A decreased to $248.4 million in the first nine fiscal months of 2010 from $258.0 million in the
first nine fiscal months of 2009. The decrease of $9.6 million in SG&A is primarily a result of
the Companys LEAN initiatives and targeted cost reduction efforts including, among other actions,
lower commissions/royalties due to lower sales volume, a focus on reducing discretionary spending
and personnel reductions. This has more than offset the $3.1 million expense primarily due to
unfavorable adjustments to research and development tax credits in France. SG&A as a percentage of
metal-adjusted net sales was approximately 7.1% and 6.7% for the first nine fiscal months of 2010
and 2009, respectively.
Operating Income
The following table sets forth operating income by segment, in millions of dollars.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
Nine Fiscal Months Ended |
|
|
|
October 1, 2010 |
|
|
October 2, 2009 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
North America |
|
$ |
73.0 |
|
|
|
46 |
% |
|
$ |
13.8 |
|
|
|
11 |
% |
Europe and Mediterranean |
|
|
18.5 |
|
|
|
12 |
% |
|
|
41.8 |
|
|
|
34 |
% |
ROW |
|
|
67.7 |
|
|
|
42 |
% |
|
|
67.9 |
|
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income |
|
$ |
159.2 |
|
|
|
100 |
% |
|
$ |
123.5 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in operating income for the North America segment of $59.2 million is attributable to
a greater benefit from the relatively higher average market price of metals compared to the cost of
the lower value inventory in the first nine fiscal months of 2010 as compared to the first nine
fiscal months of 2009 and lower SG&A of $7.3 million as a result of the Companys LEAN initiatives
and targeted costs reduction efforts which include, among other actions, a focus on reducing
discretionary spending and personnel reductions partially offset by lower volume due to continued
weak demand and weak pricing for electric infrastructure and electric utility products as a result
of the weak economy and competitive environment.
The decrease in operating income for the Europe and Mediterranean segment of $23.3 million is
primarily attributable to the weak demand and pricing for residential and low-voltage cable and
building wire due to the economic slowdown in the Spanish construction and electrical
infrastructure related markets, which has resulted in lower plant utilization. As a result, the
Company completed negotiations with the works councils of the various operations in Spain to
permanently reduce
manufacturing personnel which resulted in a charge of $17.0 million. Also, in France the Company
incurred $3.1 million of expense primarily due to unfavorable adjustments to research and
development tax credits. The decrease in operating income has been partially offset by metal
price trending, a reduction in discretionary spending and personnel reductions in the first nine
fiscal months of 2010 as compared to the first nine fiscal months of 2009.
44
The operating income for the ROW segment was relatively flat. This is primarily attributable to a
greater benefit from the relatively higher average market price of metals compared to the cost of
the lower value inventory in the first nine fiscal months of 2010 as compared to the first nine
fiscal months of 2009 and the Companys LEAN initiatives and targeted costs reduction efforts which
included, among other actions, a focus on reducing discretionary spending and personnel reductions
offset by lower overall demand and unfavorable foreign currency exchange rate changes on operating
income of $19.3 million. In the first nine fiscal months of 2010 and 2009, operations in
Venezuela generated operating income of $27.6 million and $42.3 million, respectively, which
represents approximately 17% and 34% of consolidated operating income in the first nine fiscal
months of 2010 and 2009, respectively. For additional information on the impact of the currency
devaluation and foreign currency transaction losses on Venezuelas results see Other Income
(Expense) below.
Other Income (Expense)
Other income (expense) includes foreign currency transaction gains or losses, which result from
changes in exchange rates between the designated functional currency and the currency in which a
transaction is denominated as well as unrealized gains and losses on derivative instruments that
are not designated as cash flow hedges. During the nine fiscal months ended October 1, 2010 and
October 2, 2009, the Company recorded other expense of $31.8 million and other income of $11.0
million, respectively. For the nine months ended October 1, 2010, other expense of $31.8 million
was attributable to the $29.8 million Venezuelan currency devaluation, as discussed below, other
income of $7.0 million resulting primarily from foreign currency transaction gains and losses, and
other expense of $9.0 million related to unrealized losses on derivative instruments of which $8.5
million is due to the dedesignation of cash flow hedges as a result of the deferral of raw material
purchases related to changes in the anticipated timing of a certain project in Brazil. During the
nine fiscal months ended October 2, 2009, the Company recorded other income (expense) primarily
related to foreign currency transaction gains and losses.
On January 8, 2010, the Venezuelan government announced the devaluation of its currency, BsF, and
established a two-tier foreign exchange structure. The official exchange rate for essential goods
(food, medicine and other essential goods) was adjusted from 2.15 BsF per U.S. dollar to 2.60 BsF
per U.S. dollar. The official exchange rate for non-essential goods was adjusted from 2.15 BsF per
U.S. dollar to 4.30 BsF per U.S. dollar. The Company remeasures the financial statements of its
Venezuelan subsidiary at the rate at which the Company expects to remit dividends, which is 4.30
BsF per U.S dollar.
In the second quarter, the Company received authorization to import copper at the official exchange
rate for essential goods of 2.60 BsF per U.S. dollar. For the nine months ended October 1, 2010,
the Company recorded $16.6 million in foreign exchange gains related to transactions completed at
the 2.60 BsF per U.S. dollar essential rate. To date, 13.2 million pounds of copper have been
approved at the essential rate. The Company purchased 12.4 million pounds of copper in the nine
months ended October 1, 2010 at the essential rate. Copper imports prior to the approval were
imported at the parallel rate. For the nine months ended October 1, 2010, the Company recorded
$10.7 million in foreign exchange losses related to copper imports at the parallel rate.
On June 9, 2010, the Venezuelan government closed down the parallel market thereby declaring it
illegal and imposing volume restrictions on each entitys trading activity through a newly
regulated system, the Sistema de Transacciones con Titulos en Moneda Extranjera (SITME). SITME
provides entities with another legal alternative to obtaining foreign currency through the
Commission for the Administration of Foreign Exchange (CADIVI). Currently, the Company is not
using the SITME system to make purchases as non-copper materials are purchased domestically. All
other imported materials, prior to the shut down of the parallel market, were completed at the
parallel rate or the essential rate based on requests previously on file with the Venezuelan
government. The foreign exchange gain (loss) related to the other imported materials at the
parallel rate was immaterial for the nine months ended October 1, 2010.
Due to the impact of the devaluation of its currency by the Venezuelan government, the Company
recorded a pre-tax charge of $29.8 million in the first quarter of 2010 related to the
remeasurement of the local balance sheet on the date of the devaluation at the official
non-essential rate. The functional currency of the Companys subsidiary in Venezuela is the U.S.
dollar. Excluding the impact of the remeasurement of the local currency balance sheet as it
relates to the devaluation of the Venezuelan Bolivar, other income resulting from foreign currency
transaction gains and losses is $7.0 million in the nine months ended October 1, 2010, which
includes a $5.9 million foreign exchange gain in Venezuela.
Interest Expense
Net interest expense decreased from $63.3 million in the first nine fiscal months of 2009 to $53.5
million in the first nine fiscal months of 2010 primarily as a result of completing the convertible
debt exchange offer in the fourth quarter of 2009. The interest expense related to amortization of
the debt discount as a result of the bifurcation of the Companys convertible
debt instruments resulted in lower non-cash interest expense principally due to the longer dated
maturity of the Companys new convertible note as discussed in Note 8 to the Condensed Consolidated
Financial Statements.
45
Tax Provision
The Companys effective tax rate for the first nine fiscal months of 2010 and 2009 was 44.5% and
23.2%, respectively. Excluding the impact of the Venezuelan Bolivar devaluation for which there is
no tax benefit, the Companys effective tax rate for the first nine fiscal months of 2010 was
31.8%, which included a $25.3 million net tax benefit (including penalties and interest) for
changes in uncertain tax positions that were primarily related to statute of limitations
expirations and the settlement of tax exposures in various tax jurisdictions. The effective tax
rate for the first nine fiscal months of 2010 also included $8.3 million of tax expense for
valuation allowances recorded against deferred tax assets, which primarily relate to the Companys
Mexican and Australian units due to losses in recent years and uncertainties regarding the ability
to realize the future tax benefits.
Preferred Stock Dividends
The Company accrued and paid $0.3 million in dividends on its preferred stock in the first nine
fiscal months of 2010 and 2009.
Liquidity and Capital Resources
In general, General Cable requires cash for working capital, capital expenditures, investment in
internal product development, debt repayment, salaries and related benefits, interest, Series A
preferred stock dividends, repurchase of common shares and taxes. General Cables working capital
requirement decreases when it experiences softening incremental demand for products and/or a
significant reduction in the price of copper, aluminum and/or other raw material cost inputs. Based
upon historical experience, the cash on its balance sheet and the expected availability of funds
under its current credit facilities, the Company believes its sources of liquidity will be
sufficient to meet the Companys cash requirements for working capital, capital expenditures, debt
repayment, salaries and related benefits, interest, Series A preferred stock dividends and taxes
for the next twelve months and foreseeable future.
General Cable Corporation is a holding company with no operations of its own. All of the Companys
operations are conducted, and net sales are generated, by its subsidiaries and investments.
Accordingly, the Companys cash flow comes from the cash flows of its global operations. The
Companys ability to use cash flow from its international operations, if necessary, has
historically been adversely affected by limitations on the Companys ability to repatriate such
earnings tax efficiently.
Summary of Cash Flows
Operating cash outflow of $19.4 million in the first nine fiscal months of 2010 reflects a net
working capital use of $176.3 million driven principally by increases in inventories and
receivables of $142.7 million and $122.6 million, respectively, which were partially offset by
increases in accounts payable, accrued and other liabilities of $96.7 million. The increase in
accounts receivable is due to higher seasonal trading activity in the months leading up to the
October 1, 2010 balance sheet date as compared to the equivalent period up to December 31, 2009 and
to a lesser extent higher global selling prices in response to increased raw material costs. The
increase in inventory is principally the result of historical trends as inventories are generally
increased in the first nine months and reduced in the fourth quarter as manufacturing activity is
lower for facility maintenance and scheduled shutdowns as well as higher raw material prices. The
Company continues to adjust its production in order to balance inventory levels in 2010. The
negative cash flows have been partially offset by the increase in accounts payable, accrued and
other liabilities which was primarily the result of incremental manufacturing activity due to an
increase in demand, higher raw material cost inputs and seasonal demand trends. Partially
offsetting this net working capital use of cash in the first nine fiscal months of 2010 was $156.9
million of net cash inflows related to net income adjusted for depreciation and amortization,
amortization on restricted stock awards, foreign currency loss, deferred income tax income, excess
tax benefits from stock based compensation, convertible debt instrument non cash charges, and the
gain on the disposal of property.
In Venezuela, government restrictions on the transfer of cash out of the country have limited the
Companys ability to immediately repatriate cash. Approximately 7% and 19% of the consolidated
cash balance as of October 1, 2010 and December 31, 2009, respectively, is held in Venezuela. The
proportion of operating cash flows attributable to Venezuela in the third quarter of 2010 as
compared to total Company operating cash flows has returned to more normal operating levels. The
Company expects this trend to continue into the foreseeable future after accounting for the effects
of the currency devaluation announced by the Venezuelan government in January of 2010.
46
Cash flow used by investing activities was $106.4 million in the first nine fiscal months of 2010,
principally reflecting $82.5 million of capital expenditures. The Company continues to focus its
capital program on completing greenfield projects in
India and Peru as well as projects around the world to upgrade equipment, improve efficiency and
throughput and enhance productivity. The Company anticipates capital spending to be approximately
$110.0 million in 2010.
Financing activities in the first nine fiscal months of 2010 generated $57.3 million of cash
inflows primarily related to borrowings on various short-term credit facilities in the Companys
Rest of the World segment. See the Debt and Other Contractual Obligations section below for
details.
Debt and Other Contractual Obligations
The Companys outstanding debt obligations were $1,000.7 million as of October 1, 2010, which
consisted of $9.4 million of 1.00% Senior Convertible Notes due in 2012 (net of debt discount),
$291.1 million of 0.875% Convertible Notes due in 2013 (net of debt discount), $163.6 million of
Subordinated Convertible Notes due in 2029 (net of debt discount), $200.0 million of 7.125% Senior
Notes due in 2017, $125.0 million of Senior Floating Rate Notes due in 2015, $18.8 million drawn on
Europe and Mediterranean credit facilities, $54.4 million of Spanish Term Loans, $112.9 million
drawn on ROW credit facilities and $25.5 million of various other short-term loans. See Note 8 to
the Condensed Consolidated Financial Statements for additional information regarding the Companys
outstanding debt obligations.
Failure to comply with any of the covenants, financial tests and ratios required by the Companys
existing or future debt obligations could result in a default under those agreements and under
other agreements containing cross-default provisions, as defined in the Companys Amended Credit
Facility, 1.0% Senior Convertible Notes, 0.875% convertible notes, Subordinated Convertible Notes,
7.125% senior notes, senior floating rate notes and various other credit facilities maintained by
the Companys restricted subsidiaries. A default would permit lenders to cease making further
extensions of credit, accelerate the maturity of the debt under these agreements and foreclose upon
any collateral securing that debt. The lenders under the Companys Amended Credit Facility have a
pledge of all of the capital stock of existing and future U.S. and Canadian subsidiaries. The
lenders under the Companys Amended Credit Facility have a lien on substantially all of the
Companys U.S. and Canadian assets, including existing and future accounts receivable, cash,
general intangibles, investment property and real property. The Company also has incurred secured
debt in connection with some of its European operations. The lenders under these European secured
credit facilities also have liens on assets of certain of our European subsidiaries. As a result of
these pledges and liens, if the Company fails to meet its payment or other obligations under any of
its secured indebtedness, the lenders under the applicable credit agreement would be entitled to
foreclose on substantially all of the Companys assets and liquidate these assets. Broadly,
cross-default provisions would permit lenders to cause such indebtedness to become due prior to its
stated maturity in the event a default remains unremediated for a period of time under the terms of
one or more financing agreements, a change in control or a fundamental change. As of October 1,
2010 and December 31, 2009, the Company was in compliance with all debt covenants.
The Companys defined benefit plans at December 31, 2009 were underfunded by $103.4 million.
Pension expense for the Companys defined benefit pension plans for the nine fiscal months ended
October 1, 2010 was $9.2 million and cash contributions were approximately $13.1 million.
47
The Company anticipates being able to meet its obligations as they come due based on historical
experience and the expected availability of funds under its current credit facilities. The
Companys contractual obligations and commercial commitments as of October 1, 2010 (in millions of
dollars) are summarized below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Less than |
|
|
1-3 |
|
|
4-5 |
|
|
After 5 |
|
Contractual obligations(1): |
|
Total |
|
|
1 Year |
|
|
Years |
|
|
Years |
|
|
Years |
|
Total debt (excluding capital leases) (6) |
|
$ |
994.7 |
|
|
$ |
117.4 |
|
|
$ |
83.1 |
|
|
$ |
419.0 |
|
|
$ |
375.2 |
|
Convertible debt at maturity(6,7) |
|
|
331.0 |
|
|
|
|
|
|
|
1.2 |
|
|
|
63.9 |
|
|
|
265.9 |
|
Capital leases |
|
|
6.0 |
|
|
|
1.0 |
|
|
|
2.2 |
|
|
|
2.4 |
|
|
|
0.4 |
|
Interest payments on 7.125% Senior Notes |
|
|
99.7 |
|
|
|
14.2 |
|
|
|
28.5 |
|
|
|
28.5 |
|
|
|
28.5 |
|
Interest payments on Senior Floating Rate Notes |
|
|
16.2 |
|
|
|
3.6 |
|
|
|
7.2 |
|
|
|
5.4 |
|
|
|
|
|
Interest payments on 0.875% Convertible Notes |
|
|
11.6 |
|
|
|
3.1 |
|
|
|
6.2 |
|
|
|
2.3 |
|
|
|
|
|
Interest payments on 1.00% Senior Convertible Notes |
|
|
0.3 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
Interest payments on Subordinated Convertible Notes |
|
|
269.1 |
|
|
|
20.6 |
|
|
|
41.7 |
|
|
|
42.5 |
|
|
|
164.3 |
|
Interest payments on Spanish term loans |
|
|
4.7 |
|
|
|
2.2 |
|
|
|
2.3 |
|
|
|
0.2 |
|
|
|
|
|
Operating leases(2) |
|
|
49.4 |
|
|
|
11.2 |
|
|
|
12.9 |
|
|
|
7.8 |
|
|
|
17.5 |
|
Preferred stock dividend payments |
|
|
1.0 |
|
|
|
0.3 |
|
|
|
0.6 |
|
|
|
0.1 |
|
|
|
|
|
Defined benefit pension obligations(3) |
|
|
12.5 |
|
|
|
12.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement benefits |
|
|
9.8 |
|
|
|
1.4 |
|
|
|
2.4 |
|
|
|
2.0 |
|
|
|
4.0 |
|
Commodity futures and forward pricing
agreements(4) |
|
|
291.6 |
|
|
|
243.3 |
|
|
|
48.3 |
|
|
|
|
|
|
|
|
|
Foreign currency contracts(4) |
|
|
280.0 |
|
|
|
211.9 |
|
|
|
68.1 |
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits, including interest and
penalties(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,377.6 |
|
|
$ |
642.8 |
|
|
$ |
304.9 |
|
|
$ |
574.1 |
|
|
$ |
855.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
This table does not include interest payments on General Cables revolving credit
facilities because the future amounts are based on variable interest rates and the amount
of the borrowings under the Amended Credit Facility and Spanish Credit Facility fluctuate
depending upon the Companys working capital requirements. |
|
2) |
|
Operating lease commitments are described under Off Balance Sheet Assets and
Obligations. |
|
3) |
|
Defined benefit pension obligations reflect the Companys estimates of contributions
that will be required in 2010 to meet current law minimum funding requirements. Amounts
beyond one year have not been provided because they are not determinable. |
|
4) |
|
Information on these items is provided under Item 7A, Quantitative and Qualitative
Disclosures about Market Risk. |
|
5) |
|
Unrecognized tax benefits of $72.4 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. |
|
6) |
|
Reflects adjustment for ASC No. 470, Accounting for Convertible Debt Instruments That
May be Settled in Cash upon Conversion. |
|
7) |
|
Represents the current debt discount on the Companys 1.00% Senior Convertible Notes,
0.875% Convertible Notes and Subordinated Convertible Notes as a result of adopting ASC No.
470. |
Off Balance Sheet Assets and Obligations
As part of the BICC plc acquisition, BICC plc agreed to indemnify General Cable against
environmental liabilities existing at the date of the closing of the purchase of the business. In
the sale of the businesses to Pirelli, General Cable generally indemnified Pirelli against any
environmental liabilities on the same basis as BICC plc indemnified the Company in the earlier
acquisition. However, the indemnity the Company received from BICC plc related to the European
business sold to Pirelli terminated upon the sale of those businesses to Pirelli. In addition,
General Cable has agreed to indemnify Pirelli against any warranty claims relating to the prior
operation of the business. General Cable has also agreed to indemnify Southwire Company against
certain liabilities arising out of the operation of the business sold to Southwire prior to its
sale. As a part of the 2005 acquisition, SAFRAN SA agreed to indemnify General Cable against
certain environmental liabilities existing at the date of the closing of the purchase of Silec.
These indemnifications are discussed in more detail at Note 17 to the condensed consolidated
financial statements.
In 2007, the Company acquired the worldwide wire and cable business of Freeport-McMoRan Copper and
Gold Inc., which operates as PDIC. As part of this acquisition, the seller agreed to indemnify the
Company for certain environmental liabilities existing at the date of the closing of the
acquisition. The sellers obligation to indemnify the Company for these particular liabilities
generally survives four years from the date the parties executed the definitive purchase agreement
unless the Company has properly notified the seller before the expiry of the four year period. The
seller also made certain representations and warranties related to environmental matters and the
acquired business and agreed to indemnify the Company for breaches of those representation and
warranties for a period of four years from the closing date. Indemnification claims for breach of
representations and warranties are subject to an overall indemnity limit of approximately $105
million, which applies to all warranty and indemnity claims for the transaction.
48
As of October 1, 2010, the Company had $159.7 million in letters of credit, $155.9 million in
various performance bonds and $217.8 million in other guarantees. These letters of credit,
performance bonds and guarantees are periodically renewed and are generally related to risk
associated with self insurance claims, defined benefit plan obligations, assets pledged, contract
performance, quality and other various bank and financing guarantees.
See the previous section, Debt and Other Contractual Obligations, for information on debt-related
guarantees.
Environmental Matters
The Companys expenditures for environmental compliance and remediation amounted to approximately
$1.1 million, $1.7 million and $2.5 million for the three and nine months ended October 1, 2010 and
twelve months ended December 31, 2009, respectively. In addition, certain of General Cables
subsidiaries have been named as potentially responsible parties in proceedings that involve
environmental remediation. The Company has accrued $1.7 million at October 1, 2010 for all
environmental liabilities. Environmental matters are described in Item 1, which is incorporated
herein by reference. While it is difficult to estimate future environmental liabilities, the
Company does not currently anticipate any material adverse effect on results of operations, cash
flows or financial position as a result of compliance with federal, state, local or foreign
environmental laws or regulations or remediation costs.
Disclosure Regarding Forward-Looking Statements
Certain statements in the Managements Discussion and Analysis of Financial Condition and Results
of Operations, including, without limitation, statements regarding future financial results and
performance, plans and objectives, capital expenditures, understanding of competition, projected
sources of cash flow, potential legal liability, proposed legislation and regulatory action, and
our managements beliefs, expectations or opinions, are forward-looking statements, and as such, we
desire to take advantage of the safe harbor which is afforded such statements under the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are those that predict or
describe future events or trends and that do not relate solely to historical matters. You can
generally identify forward-looking statements as statements containing the words believe,
expect, may, anticipate, intend, estimate, project, plan, assume, seek to or
other similar expressions, although not all forward-looking statements contain these identifying
words.
Actual results may differ materially from those discussed in forward-looking statements as a result
of factors, risks and uncertainties relating to the Companys operations and business environment
over many of which we have no control. These factors include, without limitation, the following:
economic and political consequences resulting from terrorist attacks, war and political and social
unrest; increased exposure to political and economic developments, crises instability, terrorism,
civil strife, expropriation and other risks of doing business in foreign markets, economic
consequences arising from natural disasters and other similar catastrophes, such as floods,
earthquakes, hurricanes and tsunamis; domestic and local country price competition, particularly in
certain segments of the power cable market and other competitive pressures; general economic
conditions, particularly those in the construction, energy and information technology sectors;
changes in customer or distributor purchasing patterns in our business segments; our ability to
increase manufacturing capacity and productivity; the financial impact of any future plant
closures; our ability to successfully complete and integrate acquisitions and divestitures and our
ability to realize expected cost savings or other perceived benefits of these transactions; our
ability to negotiate extensions of labor agreements on acceptable terms and to successfully deal
with any labor disputes; our ability to service, and meet all requirements under, our debt, and to
maintain adequate domestic and international credit facilities and credit lines; our ability to pay
dividends on our preferred stock; our ability to make payments of interest and principal under our
existing and future indebtedness and to have sufficient available funds to effect conversions and
repurchases from time to time; lowering of one or more debt ratings issued by nationally recognized
statistical rating organizations, and the adverse impact such action may have on our ability to
raise capital and on our liquidity and financial conditions; the impact of unexpected future
judgments or settlements of claims and litigation; our ability to achieve target returns on
investments in our defined benefit plans; our ability to avoid limitations on utilization of net
losses for income tax purposes; our ability to continue our uncommitted accounts payable confirming
arrangement and our accounts receivable financing arrangement for our European operations, the cost
and availability of raw materials, including copper, aluminum and petrochemicals; our ability to
increase our selling prices during periods of increasing raw material costs; our ability to recover
the value of our inventory in a period when replacement costs are lower than the recorded value of
inventory, the impact of foreign currency fluctuations, devaluations and changes in interest rates;
the impact of technological changes; and other material factors. The foregoing factors should not
be construed as exhaustive and should be read together with important information regarding risks
and factors that may affect the Companys future performance set forth under Item 1A Risk Factors
in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and as
updated in the Companys Quarterly Reports on Form 10-Q filed thereafter for the 2010 fiscal year.
49
These statements reflect the current views and assumptions of management with respect to future
events. The Company does not undertake, and hereby disclaims, any obligation to update or correct
these forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of anticipated or
unanticipated events in the future. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date of this report. The inclusion of any
statement in this report does not constitute an admission by the Company, its management or any
other person that the events or circumstances described in such statement are material.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General Cable is exposed to various market risks, including changes in interest rates, foreign
currency and raw material (commodity) prices. To manage risks associated with the volatility of
these natural business exposures, General Cable enters into interest rate, commodity and foreign
currency derivative agreements, as well as copper and aluminum forward pricing agreements. General
Cable does not purchase or sell derivative instruments for trading purposes. General Cable does
not engage in trading activities involving commodity contracts for which a lack of marketplace
quotations would necessitate the use of fair value estimation techniques. Depending on the extent
of an unrealized loss position on a derivative contract held by the Company, certain counterparties
may require a deposit to secure the derivative contract position. As of October 1, 2010, and
December 31, 2009 there were no contracts held by the Company that required collateral to secure
the Companys derivative liability positions.
The notional amounts and fair values of these designated cash flow financial instruments at October
1, 2010 and December 31, 2009 are shown below (in millions). The carrying amount of the financial
instruments was a net asset of $23.4 million and net asset of $17.2 million at October 1, 2010 and
December 31, 2009, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1, 2010 |
|
|
December 31, 2009 |
|
|
|
Notional |
|
|
Fair |
|
|
Notional |
|
|
Fair |
|
|
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
Cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
$ |
63.4 |
|
|
$ |
(2.2 |
) |
|
$ |
60.1 |
|
|
$ |
1.9 |
|
Commodity futures |
|
|
223.4 |
|
|
|
21.2 |
|
|
|
195.0 |
|
|
|
16.0 |
|
Foreign currency forward exchange |
|
|
244.0 |
|
|
|
4.4 |
|
|
|
274.8 |
|
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23.4 |
|
|
|
|
|
|
$ |
17.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: As of October 1, 2010 and December 31, 2009, derivative instruments not
designated as cash flow hedges had a notional value of $70.6 million and $29.6
million, respectively, and the carrying amount of the financial instruments was
a net liability of $8.9 million and $0.2 million, respectively. |
Other Forward Pricing Agreements
In the normal course of business, General Cable enters into forward pricing agreements for the
purchase of copper and aluminum for delivery in a future month to match certain sales transactions.
The Company accounts for these forward pricing arrangements under the normal purchases and normal
sales scope exemption because these arrangements are for purchases of copper and aluminum that
will be delivered in quantities expected to be used by the Company over a reasonable period of time
in the normal course of business. For these arrangements, it is probable at the inception and
throughout the life of the arrangements that the arrangements will not settle net and will result
in physical delivery of the inventory. At October 1, 2010 and December 31, 2009, General Cable had
$33.6 million and $62.2 million, respectively, of future copper and aluminum purchases that were
under forward pricing agreements. At October 1, 2010 and December 31, 2009, the fair value of
these arrangements was $38.3 million and $67.7 million, respectively, and General Cable had
unrealized gains of $4.7 million and $5.5 million, respectively, related to these transactions.
General Cable expects the unrealized gains (losses) under these agreements to be offset as a result
of firm sales price commitments with customers.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to provide reasonable
assurance that information required to be disclosed in the Companys reports under the Securities
Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms, and that such information
is accumulated and communicated to management, including the Companys Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding
required disclosure. A control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of the control system are met.
50
In connection with the preparation of this Quarterly Report on Form 10-Q, as of October 1, 2010, an
evaluation was performed under the supervision and with the participation of the Companys
management, including the CEO and CFO, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Companys CEO and CFO
concluded that the Companys disclosure controls and procedures were effective at a reasonable
assurance level as of October 1, 2010.
Managements Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. In
connection with the preparation of this Quarterly Report on Form 10-Q, as of October 1, 2010, the
Company, under the supervision and with the participation of the CEO and CFO, conducted an
evaluation of the effectiveness of internal control over financial reporting based on the framework
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). As a result of this process, management concluded that internal
control over financial reporting was effective as of October 1, 2010.
Changes in Internal Control over Financial Reporting
There have been no changes in the Companys internal control over financial reporting, as such item
is defined in Exchange Act Rules 13a-15(f) and 15d-15(f), during the fiscal quarter ended October
1, 2010, that have materially affected, or are reasonable likely to materially affect the Companys
internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of the date of this filing, there have been no additional material legal proceedings or material
developments in the legal proceedings disclosed in the Companys 2009 Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
For information regarding factors that could affect the Companys results of operations, financial
condition and liquidity, see (i) the risk factors discussion provided under Part I, Item 1A of the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2009, (ii) the
Cautionary Statement Regarding Forward-Looking Statements included in Part I, Item 2 of this
Quarterly Report on Form 10-Q and (iii) the additional risk factor set forth in Part II, Item 1A of
Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2010.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The employees of the Company do have the right to surrender to the Company shares in payment of
minimum tax obligations upon the vesting of grants of common stock under the Companys equity
compensation plans. During the three months ended October 1, 2010, 146 shares were surrendered to
the Company by employees in payment of minimum tax obligations upon the vesting of nonvested stock
under the Companys equity compensation plans, and the average price paid per share was $26.95.
During the nine months ended October 1, 2010, 16,974 shares were surrendered to the Company by
employees in payment of minimum tax obligations upon the vesting of nonvested stock under the
Companys equity compensation plans, and the average price paid per share was $28.26.
51
ITEM 6. EXHIBITS
The following exhibits are filed herewith or incorporated herein by reference. Documents indicated
by an asterisk (*) are filed herewith. Documents not indicated by an asterisk are incorporated by
reference to the document indicated.
a) Exhibits
|
|
|
|
|
|
3.1 |
|
|
Amended and Restated Certificate of
Incorporation of the Company (incorporated by reference
to
Exhibit 3.1 to the Post-Effective
Amendment No. 1 to Form S-4 (File No.
333-143017) filed on
June 11, 2007). |
|
3.2 |
|
|
Certificate of Amendment to the Amended
and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to
the Form 8-K (File No. 001-12983) filed on May 14,
2010). |
|
3.3 |
|
|
Amended and Restated By-Laws of the
Company (incorporated by reference to Exhibit 3.1 to
the Form 8-K (File No. 001-12983) as filed on May 14,
2010). |
|
*12.1 |
|
|
Computation of Ratio of Earnings to Fixed Charges |
|
*31.1 |
|
|
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) or 15d-14 |
|
*31.2 |
|
|
Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) or 15d-14 |
|
*32.1 |
|
|
Certification pursuant to 18 U.S.C. § 1350, as adopted under Section
906 of the Sarbanes-Oxley Act of 2002. |
101.INS
|
|
|
XBRL Instance Document (1) |
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document (1) |
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (1) |
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document (1) |
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (1) |
|
|
|
(1) |
|
Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in
these exhibits shall not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall
not be incorporated by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, except as expressly set forth by specific reference in such
filing. |
52
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, General Cable Corporation
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
|
|
|
General Cable Corporation
|
|
Signed: November 5, 2010 |
By: |
/s/ BRIAN J. ROBINSON
|
|
|
|
Brian J. Robinson |
|
|
|
Executive Vice President, Chief
Financial Officer and
Treasurer
(Principal Financial and
Accounting Officer) |
|
53
Exhibit Index
|
|
|
|
|
|
3.1 |
|
|
Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to
Exhibit 3.1 to the Post-Effective Amendment No. 1 to Form S-4 (File No.
333-143017) filed on
June 11, 2007). |
|
3.2 |
|
|
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the
Form 8-K (File No. 001-12983) filed on May 14, 2010). |
|
3.3 |
|
|
Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.1 to the Form 8-K (File No. 001-12983) as filed on May 14,
2010). |
|
12.1 |
|
|
Computation of Ratio of Earnings to Fixed Charges |
|
31.1 |
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 |
|
31.2 |
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 |
|
32.1 |
|
|
Certification pursuant to 18 U.S.C. § 1350, as adopted under Section
906 of the Sarbanes-Oxley Act of 2002. |
101.INS
|
|
|
XBRL Instance Document (1) |
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document (1) |
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (1) |
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document (1) |
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (1) |
|
|
|
(1) |
|
Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in
these exhibits shall not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall
not be incorporated by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, except as expressly set forth by specific reference in such
filing. |
54