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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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to
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OHIO
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31-1414921
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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14111 SCOTTSLAWN ROAD,
MARYSVILLE, OHIO
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43041
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Class
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Outstanding at May 6, 2016
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Common Shares, $0.01 stated value, no par value
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61,226,154 Common Shares
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THE SCOTTS MIRACLE-GRO COMPANY
INDEX
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PAGE NO.
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THREE MONTHS ENDED
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SIX MONTHS ENDED
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||||||||||||
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APRIL 2,
2016 |
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MARCH 28,
2015 |
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APRIL 2,
2016 |
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MARCH 28,
2015 |
||||||||
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Net sales
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$
|
1,245.2
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$
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1,071.8
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$
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1,439.7
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$
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1,241.3
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Cost of sales
|
723.5
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|
646.8
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896.3
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|
809.7
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||||
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Cost of sales—impairment, restructuring and other
|
0.1
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0.2
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5.1
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|
0.2
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||||
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Gross profit
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521.6
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|
424.8
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538.3
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431.4
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||||
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Operating expenses:
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||||||||
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Selling, general and administrative
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200.9
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188.9
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314.2
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294.2
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||||
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Impairment, restructuring and other
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(47.2
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)
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4.6
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(45.9
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)
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|
13.1
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||||
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Other income, net
|
(1.3
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)
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|
(0.3
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)
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(1.5
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)
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(0.6
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)
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||||
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Income from operations
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369.2
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|
231.6
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|
271.5
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|
124.7
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||||
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Costs related to refinancing
|
—
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—
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8.8
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—
|
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||||
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Interest expense
|
19.1
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|
15.0
|
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|
35.4
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|
|
24.7
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|
||||
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Income from continuing operations before income taxes
|
350.1
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|
216.6
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|
227.3
|
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|
100.0
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|
||||
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Income tax expense from continuing operations
|
124.3
|
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|
78.0
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|
80.7
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|
36.0
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||||
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Income from continuing operations
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225.8
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|
138.6
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146.6
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64.0
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||||
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Loss from discontinued operations, net of tax
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(16.0
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)
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|
(14.3
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)
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(17.5
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)
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(13.7
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)
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||||
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Net income
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$
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209.8
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$
|
124.3
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$
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129.1
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$
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50.3
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Net loss (income) attributable to noncontrolling interest
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0.3
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0.3
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(0.1
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)
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(0.3
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)
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||||
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Net income attributable to controlling interest
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$
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210.1
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$
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124.6
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$
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129.0
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$
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50.0
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||||||||
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Basic income per common share:
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||||||||
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Income from continuing operations
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$
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3.68
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$
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2.28
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$
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2.39
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$
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1.05
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Loss from discontinued operations
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(0.26
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)
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(0.23
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)
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(0.29
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)
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(0.23
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)
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||||
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Basic income per common share
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$
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3.42
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$
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2.05
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$
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2.10
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$
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0.82
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Weighted-average common shares outstanding during the period
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61.4
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60.9
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61.4
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60.9
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||||
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Diluted income per common share:
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Income from continuing operations
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$
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3.64
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$
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2.24
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$
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2.35
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$
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1.03
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Loss from discontinued operations
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(0.26
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)
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(0.23
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)
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(0.28
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)
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(0.22
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)
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||||
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Diluted income per common share
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$
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3.38
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$
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2.01
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$
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2.07
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$
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0.81
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Weighted-average common shares outstanding during the period plus dilutive potential common shares
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62.2
|
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|
62.1
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|
|
62.4
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|
62.0
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|
||||
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||||||||
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Dividends declared per common share
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$
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0.470
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$
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0.450
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$
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0.940
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$
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0.900
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|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
||||||||
|
Net income
|
$
|
209.8
|
|
|
$
|
124.3
|
|
|
$
|
129.1
|
|
|
$
|
50.3
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Net foreign currency translation adjustment
|
0.3
|
|
|
(8.1
|
)
|
|
(2.5
|
)
|
|
(11.1
|
)
|
||||
|
Net unrealized loss on derivative instruments, net of tax of $1.8, $2.5, $1.0 and $3.1, respectively
|
(2.9
|
)
|
|
(4.0
|
)
|
|
(1.6
|
)
|
|
(5.1
|
)
|
||||
|
Reclassification of net unrealized losses on derivatives to net income, net of tax of $1.7, $1.5, $2.2 and $2.1, respectively
|
2.8
|
|
|
2.4
|
|
|
3.6
|
|
|
3.4
|
|
||||
|
Reclassification of net pension and post-retirement benefit loss to net income, net of tax of $0.1, $0.5, $0.4, and $1.0, respectively
|
0.2
|
|
|
0.8
|
|
|
0.7
|
|
|
1.6
|
|
||||
|
Total other comprehensive income (loss)
|
0.4
|
|
|
(8.9
|
)
|
|
0.2
|
|
|
(11.2
|
)
|
||||
|
Comprehensive income
|
$
|
210.2
|
|
|
$
|
115.4
|
|
|
$
|
129.3
|
|
|
$
|
39.1
|
|
|
|
SIX MONTHS ENDED
|
||||||
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
||||
|
OPERATING ACTIVITIES
|
|
|
|
||||
|
Net income
|
$
|
129.1
|
|
|
$
|
50.3
|
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
|
Impairment, restructuring and other
|
—
|
|
|
4.3
|
|
||
|
Costs related to refinancing
|
2.2
|
|
|
—
|
|
||
|
Share-based compensation expense
|
11.3
|
|
|
9.3
|
|
||
|
Depreciation
|
27.3
|
|
|
24.9
|
|
||
|
Amortization
|
9.5
|
|
|
7.1
|
|
||
|
Gain on sale of assets
|
(0.3
|
)
|
|
(0.6
|
)
|
||
|
Changes in assets and liabilities, net of acquired businesses:
|
|
|
|
||||
|
Accounts receivable
|
(834.6
|
)
|
|
(734.7
|
)
|
||
|
Inventories
|
(224.3
|
)
|
|
(215.8
|
)
|
||
|
Prepaid and other assets
|
(48.2
|
)
|
|
(37.8
|
)
|
||
|
Accounts payable
|
105.0
|
|
|
117.7
|
|
||
|
Other current liabilities
|
207.5
|
|
|
113.0
|
|
||
|
Restructuring reserves
|
(8.9
|
)
|
|
2.8
|
|
||
|
Other non-current items
|
(2.8
|
)
|
|
3.5
|
|
||
|
Other, net
|
(0.6
|
)
|
|
7.3
|
|
||
|
Net cash used in operating activities
|
(627.8
|
)
|
|
(648.7
|
)
|
||
|
|
|
|
|
||||
|
INVESTING ACTIVITIES
|
|
|
|
||||
|
Proceeds from sale of long-lived assets
|
0.2
|
|
|
5.2
|
|
||
|
Investments in property, plant and equipment
|
(24.4
|
)
|
|
(28.0
|
)
|
||
|
Investment in loan receivable
|
(72.0
|
)
|
|
—
|
|
||
|
Investment in unconsolidated affiliates
|
(2.0
|
)
|
|
—
|
|
||
|
Investments in acquired businesses, net of cash acquired
|
—
|
|
|
(50.5
|
)
|
||
|
Net cash used in investing activities
|
(98.2
|
)
|
|
(73.3
|
)
|
||
|
|
|
|
|
||||
|
FINANCING ACTIVITIES
|
|
|
|
||||
|
Borrowings under revolving and bank lines of credit and term loans
|
1,573.2
|
|
|
1,195.5
|
|
||
|
Repayments under revolving and bank lines of credit and term loans
|
(959.8
|
)
|
|
(450.5
|
)
|
||
|
Proceeds from issuance of 6.000% Senior Notes
|
400.0
|
|
|
—
|
|
||
|
Repayment of 6.625% Senior Notes
|
(200.0
|
)
|
|
—
|
|
||
|
Financing and issuance fees
|
(10.5
|
)
|
|
—
|
|
||
|
Dividends paid
|
(57.7
|
)
|
|
(54.8
|
)
|
||
|
Purchase of Common Shares
|
(42.8
|
)
|
|
(14.8
|
)
|
||
|
Payments on seller notes
|
(2.3
|
)
|
|
(0.8
|
)
|
||
|
Excess tax benefits from share-based payment arrangements
|
4.2
|
|
|
2.8
|
|
||
|
Cash received from the exercise of stock options
|
9.2
|
|
|
16.2
|
|
||
|
Net cash provided by financing activities
|
713.5
|
|
|
693.6
|
|
||
|
Effect of exchange rate changes on cash
|
(1.6
|
)
|
|
(6.1
|
)
|
||
|
Net decrease in cash and cash equivalents
|
(14.1
|
)
|
|
(34.5
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
71.4
|
|
|
89.3
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
57.3
|
|
|
$
|
54.8
|
|
|
|
|
|
|
||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
||||
|
Interest paid
|
$
|
(23.0
|
)
|
|
$
|
(20.6
|
)
|
|
Call premium on 6.625% Senior Notes
|
(6.6
|
)
|
|
—
|
|
||
|
Income taxes paid
|
(2.2
|
)
|
|
(10.3
|
)
|
||
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
SEPTEMBER 30,
2015 |
||||||
|
ASSETS
|
|||||||||||
|
Current assets:
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
$
|
57.3
|
|
|
$
|
54.8
|
|
|
$
|
71.4
|
|
|
Accounts receivable, less allowances of $14.9, $11.7 and $6.5, respectively
|
954.7
|
|
|
668.6
|
|
|
157.7
|
|
|||
|
Accounts receivable pledged
|
208.4
|
|
|
376.7
|
|
|
152.9
|
|
|||
|
Inventories
|
619.6
|
|
|
584.1
|
|
|
395.8
|
|
|||
|
Assets held for sale
|
208.7
|
|
|
205.3
|
|
|
220.3
|
|
|||
|
Prepaid and other current assets
|
160.1
|
|
|
146.1
|
|
|
121.1
|
|
|||
|
Total current assets
|
2,208.8
|
|
|
2,035.6
|
|
|
1,119.2
|
|
|||
|
Property, plant and equipment, net of accumulated depreciation of $614.5 $590.3 and $593.9, respectively
|
436.3
|
|
|
427.2
|
|
|
444.1
|
|
|||
|
Goodwill
|
284.9
|
|
|
223.1
|
|
|
283.8
|
|
|||
|
Intangible assets, net
|
646.8
|
|
|
298.5
|
|
|
655.1
|
|
|||
|
Other assets
|
108.8
|
|
|
25.4
|
|
|
25.0
|
|
|||
|
Total assets
|
$
|
3,685.6
|
|
|
$
|
3,009.8
|
|
|
$
|
2,527.2
|
|
|
|
|
|
|
|
|
||||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||||||
|
Current liabilities:
|
|
|
|
|
|
||||||
|
Current portion of debt
|
$
|
202.9
|
|
|
$
|
315.3
|
|
|
$
|
132.6
|
|
|
Accounts payable
|
293.8
|
|
|
294.5
|
|
|
193.1
|
|
|||
|
Liabilities held for sale
|
62.1
|
|
|
56.6
|
|
|
41.7
|
|
|||
|
Other current liabilities
|
427.1
|
|
|
324.2
|
|
|
251.2
|
|
|||
|
Total current liabilities
|
985.9
|
|
|
990.6
|
|
|
618.6
|
|
|||
|
Long-term debt
|
1,764.8
|
|
|
1,207.5
|
|
|
1,025.0
|
|
|||
|
Other liabilities
|
247.0
|
|
|
241.8
|
|
|
250.5
|
|
|||
|
Total liabilities
|
2,997.7
|
|
|
2,439.9
|
|
|
1,894.1
|
|
|||
|
Contingencies (Note 11)
|
|
|
|
|
|
||||||
|
Shareholders’ equity:
|
|
|
|
|
|
||||||
|
Common shares and capital in excess of $.01 stated value per share; 61.2, 61.1 and 61.4 shares issued and outstanding, respectively
|
401.9
|
|
|
399.4
|
|
|
400.4
|
|
|||
|
Retained earnings
|
756.4
|
|
|
632.4
|
|
|
684.2
|
|
|||
|
Treasury shares, at cost; 6.9, 7.0 and 6.7 shares, respectively
|
(376.3
|
)
|
|
(378.3
|
)
|
|
(357.1
|
)
|
|||
|
Accumulated other comprehensive loss
|
(106.6
|
)
|
|
(97.4
|
)
|
|
(106.8
|
)
|
|||
|
Total shareholders’ equity - controlling interest
|
675.4
|
|
|
556.1
|
|
|
620.7
|
|
|||
|
Noncontrolling interest
|
12.5
|
|
|
13.8
|
|
|
12.4
|
|
|||
|
Total equity
|
687.9
|
|
|
569.9
|
|
|
633.1
|
|
|||
|
Total liabilities and equity
|
$
|
3,685.6
|
|
|
$
|
3,009.8
|
|
|
$
|
2,527.2
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Net sales
|
$
|
40.9
|
|
|
$
|
30.5
|
|
|
$
|
92.0
|
|
|
$
|
77.2
|
|
|
Operating costs
|
55.7
|
|
|
52.8
|
|
|
107.1
|
|
|
98.4
|
|
||||
|
Impairment, restructuring and other
|
10.6
|
|
|
0.3
|
|
|
13.6
|
|
|
1.4
|
|
||||
|
Other income, net
|
(0.7
|
)
|
|
(0.3
|
)
|
|
(1.5
|
)
|
|
(1.2
|
)
|
||||
|
Loss from discontinued operations before income taxes
|
(24.7
|
)
|
|
(22.3
|
)
|
|
(27.2
|
)
|
|
(21.4
|
)
|
||||
|
Income tax benefit from discontinued operations
|
(8.7
|
)
|
|
(8.0
|
)
|
|
(9.7
|
)
|
|
(7.7
|
)
|
||||
|
Loss from discontinued operations, net of tax
|
$
|
(16.0
|
)
|
|
$
|
(14.3
|
)
|
|
$
|
(17.5
|
)
|
|
$
|
(13.7
|
)
|
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
SEPTEMBER 30,
2015 |
||||||
|
|
(In millions)
|
||||||||||
|
Accounts receivable, net
|
$
|
17.2
|
|
|
$
|
13.5
|
|
|
$
|
33.6
|
|
|
Inventories
|
13.8
|
|
|
12.0
|
|
|
11.8
|
|
|||
|
Prepaid and other assets
|
13.1
|
|
|
11.5
|
|
|
8.3
|
|
|||
|
Property, plant and equipment, net
|
8.4
|
|
|
9.8
|
|
|
9.6
|
|
|||
|
Goodwill and intangible assets, net
|
156.2
|
|
|
158.5
|
|
|
157.0
|
|
|||
|
Assets held for sale
|
$
|
208.7
|
|
|
$
|
205.3
|
|
|
$
|
220.3
|
|
|
|
|
|
|
|
|
||||||
|
Current portion of debt
|
$
|
0.3
|
|
|
$
|
2.8
|
|
|
$
|
2.2
|
|
|
Accounts payable
|
4.5
|
|
|
5.9
|
|
|
4.8
|
|
|||
|
Other current liabilities
|
52.1
|
|
|
42.5
|
|
|
29.2
|
|
|||
|
Long-term debt
|
3.3
|
|
|
3.6
|
|
|
3.5
|
|
|||
|
Other liabilities
|
1.9
|
|
|
1.8
|
|
|
2.0
|
|
|||
|
Liabilities held for sale
|
$
|
62.1
|
|
|
$
|
56.6
|
|
|
$
|
41.7
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Restructuring and other from continuing operations
|
$
|
(47.1
|
)
|
|
$
|
4.8
|
|
|
$
|
(40.8
|
)
|
|
$
|
13.3
|
|
|
Restructuring and other from discontinued operations
|
10.6
|
|
|
0.3
|
|
|
13.6
|
|
|
1.4
|
|
||||
|
Total impairment, restructuring and other
|
$
|
(36.5
|
)
|
|
$
|
5.1
|
|
|
$
|
(27.2
|
)
|
|
$
|
14.7
|
|
|
Amounts reserved for restructuring and other at September 30, 2015
|
$
|
28.1
|
|
|
Restructuring and other from continuing operations
|
9.2
|
|
|
|
Restructuring and other from discontinued operations
|
13.6
|
|
|
|
Payments and other
|
(31.7
|
)
|
|
|
Amounts reserved for restructuring and other at April 2, 2016
|
$
|
19.2
|
|
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
SEPTEMBER 30,
2015 |
||||||
|
|
(In millions)
|
||||||||||
|
Finished goods
|
$
|
419.2
|
|
|
$
|
385.6
|
|
|
$
|
218.9
|
|
|
Work-in-process
|
50.4
|
|
|
49.0
|
|
|
48.3
|
|
|||
|
Raw materials
|
150.0
|
|
|
149.5
|
|
|
128.6
|
|
|||
|
Total inventories
|
$
|
619.6
|
|
|
$
|
584.1
|
|
|
$
|
395.8
|
|
|
•
|
Expands the territories in which the Company may serve as Monsanto’s exclusive agent in the consumer lawn and garden market to include all countries other than Japan and countries subject to a comprehensive U.S. trade embargo or certain other embargoes and trade restrictions.
|
|
•
|
Eliminates the initial and renewal terms that the original Marketing Agreement applied to European Union (“EU”) countries. As amended, the term of the Marketing Agreement will now continue indefinitely for all included markets, including EU countries within the included markets, unless and until otherwise terminated in accordance with the Marketing Agreement.
|
|
•
|
Revises the procedures of the Marketing Agreement relating to a potential sale of the consumer Roundup
®
business to (1) require Monsanto to negotiate exclusively with the Company with respect to any potential Roundup
®
sale for 60 days after the Company receives notice from Monsanto regarding a potential Roundup
®
sale and (2) provide the Company with a right of first offer and a right of last look in connection with a potential Roundup
®
sale to a third party.
|
|
•
|
Requires the Company to (1) provide notice to Monsanto of certain proposals and processes that may result in a sale of the Company and (2) conduct non-exclusive negotiations with Monsanto with respect to such a sale.
|
|
•
|
Increases the minimum termination fee payable under the Marketing Agreement to the greater of (1) $200.0 million or (2) four times (A) the average of the program earnings before interest or income taxes for the three trailing program years prior to the year of termination, minus (B) the 2015 program earnings before interest or income taxes.
|
|
•
|
Amends Monsanto’s termination rights and provides additional rights to the Company in the event of a termination, as follows:
|
|
◦
|
delays the effectiveness of a notice of termination given by Monsanto as a result of a change of control with respect to Monsanto or a sale of the consumer Roundup
®
business to a third party from (1) the end of the later of 12 months or the next program year to (2) the end of the fifth full program year after Monsanto gives such notice;
|
|
◦
|
eliminates Monsanto’s termination rights for a regional performance default, a change of significant ownership of the Company or an uncured or incurable egregious injury (as each is defined in the Marketing Agreement); and
|
|
◦
|
eliminates Monsanto’s termination rights in connection with a change in control of the Company or Scotts Miracle-Gro as long as the Company has determined, in its reasonable commercial opinion, that the acquirer can and will fully perform the duties and obligations of the Company under the Marketing Agreement.
|
|
•
|
Expands the Company’s termination rights to include termination for a brand decline event (as defined in the Marketing Agreement Amendment) occurring before program year 2023.
|
|
•
|
Expands the Company’s assignment rights to allow the Company to transfer its rights, interests and obligations under the Marketing Agreement with respect to (1) the North America territories and (2) one or more other included markets for up to three other assignments.
|
|
•
|
Amends the commission structure by (1) eliminating the commission threshold for program years 2016, 2017 and 2018, (2) setting the commission threshold for the subsequent program years at
$40 million
and (3) establishing the commission payable by Monsanto to the Company for each program year at an amount equal to 50% of the program earnings before interest and income taxes for such program year.
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Gross commission
|
$
|
54.9
|
|
|
$
|
32.5
|
|
|
$
|
54.9
|
|
|
$
|
32.5
|
|
|
Contribution expenses
|
(5.0
|
)
|
|
(5.0
|
)
|
|
(10.0
|
)
|
|
(10.0
|
)
|
||||
|
Amortization of marketing fee
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||
|
Net commission
|
49.7
|
|
|
27.3
|
|
|
44.5
|
|
|
22.1
|
|
||||
|
Reimbursements associated with Marketing Agreement
|
22.8
|
|
|
18.2
|
|
|
36.8
|
|
|
35.5
|
|
||||
|
Total net sales associated with Marketing Agreement
|
$
|
72.5
|
|
|
$
|
45.5
|
|
|
$
|
81.3
|
|
|
$
|
57.6
|
|
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
SEPTEMBER 30,
2015 |
||||||
|
|
(In millions)
|
||||||||||
|
Credit Facilities:
|
|
|
|
|
|
||||||
|
Revolving loans
|
$
|
1,075.0
|
|
|
$
|
998.9
|
|
|
$
|
816.3
|
|
|
Term loans
|
296.3
|
|
|
—
|
|
|
—
|
|
|||
|
Senior Notes – 6.625%
|
—
|
|
|
200.0
|
|
|
200.0
|
|
|||
|
Senior Notes – 6.000%
|
400.0
|
|
|
—
|
|
|
—
|
|
|||
|
Master Accounts Receivable Purchase Agreement
|
166.7
|
|
|
301.3
|
|
|
122.3
|
|
|||
|
Other
|
29.7
|
|
|
22.6
|
|
|
19.0
|
|
|||
|
|
1,967.7
|
|
|
1,522.8
|
|
|
1,157.6
|
|
|||
|
Less current portions
|
202.9
|
|
|
315.3
|
|
|
132.6
|
|
|||
|
Long-term debt
|
$
|
1,764.8
|
|
|
$
|
1,207.5
|
|
|
$
|
1,025.0
|
|
|
Notional Amount
(in millions)
|
|
Effective
Date (a)
|
|
Expiration
Date
|
|
Fixed
Rate
|
||
|
150
|
|
(b)
|
2/7/2012
|
|
5/7/2016
|
|
2.42
|
%
|
|
150
|
|
(c)
|
11/16/2009
|
|
5/16/2016
|
|
3.26
|
%
|
|
50
|
|
(b)
|
2/16/2010
|
|
5/16/2016
|
|
3.05
|
%
|
|
100
|
|
(b)
|
2/21/2012
|
|
5/23/2016
|
|
2.40
|
%
|
|
150
|
|
(c)
|
12/20/2011
|
|
6/20/2016
|
|
2.61
|
%
|
|
50
|
|
(d)
|
12/6/2012
|
|
9/6/2017
|
|
2.96
|
%
|
|
200
|
|
|
2/7/2014
|
|
11/7/2017
|
|
1.28
|
%
|
|
150
|
|
(b)
|
2/7/2017
|
|
5/7/2019
|
|
2.12
|
%
|
|
50
|
|
(b)
|
2/7/2017
|
|
5/7/2019
|
|
2.25
|
%
|
|
200
|
|
(c)
|
12/20/2016
|
|
6/20/2019
|
|
2.12
|
%
|
|
(a)
|
The effective date refers to the date on which interest payments were, or will be, first hedged by the applicable swap agreement.
|
|
(b)
|
Interest payments made during the three-month period of each year that begins with the month and day of the effective date are hedged by the swap agreement.
|
|
(c)
|
Interest payments made during the six-month period of each year that begins with the month and day of the effective date are hedged by the swap agreement.
|
|
(d)
|
Interest payments made during the nine-month period of each year that begins with the month and day of the effective date are hedged by the swap agreement.
|
|
|
THREE MONTHS ENDED
|
||||||||||||||||||||||
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
||||||||||||||||||||
|
|
U.S.
Pension
|
|
International
Pension
|
|
U.S.
Medical
|
|
U.S.
Pension
|
|
International
Pension
|
|
U.S.
Medical
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
|
Service cost
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
Interest cost
|
1.1
|
|
|
1.7
|
|
|
0.2
|
|
|
1.0
|
|
|
1.9
|
|
|
0.3
|
|
||||||
|
Expected return on plan assets
|
(1.3
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
(2.4
|
)
|
|
—
|
|
||||||
|
Net amortization
|
0.5
|
|
|
0.4
|
|
|
(0.2
|
)
|
|
0.8
|
|
|
0.4
|
|
|
—
|
|
||||||
|
Net periodic benefit cost
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
|
SIX MONTHS ENDED
|
||||||||||||||||||||||
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
||||||||||||||||||||
|
|
U.S.
Pension
|
|
International
Pension
|
|
U.S.
Medical
|
|
U.S.
Pension
|
|
International
Pension
|
|
U.S.
Medical
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
|
Service cost
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
0.2
|
|
|
Interest cost
|
2.2
|
|
|
3.4
|
|
|
0.5
|
|
|
2.0
|
|
|
3.8
|
|
|
0.6
|
|
||||||
|
Expected return on plan assets
|
(2.5
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(2.7
|
)
|
|
(4.7
|
)
|
|
—
|
|
||||||
|
Net amortization
|
0.9
|
|
|
0.8
|
|
|
(0.5
|
)
|
|
1.6
|
|
|
0.9
|
|
|
—
|
|
||||||
|
Net periodic benefit cost
|
$
|
0.6
|
|
|
$
|
0.8
|
|
|
$
|
0.2
|
|
|
$
|
0.9
|
|
|
$
|
0.7
|
|
|
$
|
0.8
|
|
|
|
SIX MONTHS ENDED
|
||||||
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
||||
|
Employees
|
|
|
|
||||
|
Stock options
|
444,890
|
|
|
420,047
|
|
||
|
Restricted stock units
|
70,594
|
|
|
52,091
|
|
||
|
Performance units
|
56,315
|
|
|
78,352
|
|
||
|
Board of Directors
|
|
|
|
||||
|
Deferred stock units
|
26,560
|
|
|
27,282
|
|
||
|
Total share-based awards
|
598,359
|
|
|
577,772
|
|
||
|
|
|
|
|
||||
|
Aggregate fair value at grant dates (in millions)
|
$
|
16.0
|
|
|
$
|
14.8
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
Share-based compensation
|
$
|
9.1
|
|
|
$
|
7.2
|
|
|
$
|
11.3
|
|
|
$
|
9.3
|
|
|
Tax benefit recognized
|
3.5
|
|
|
2.7
|
|
|
4.3
|
|
|
3.5
|
|
||||
|
|
No. of
Options
|
|
WTD. Avg.
Exercise Price
|
|||
|
Awards outstanding at September 30, 2015
|
1.8
|
|
|
$
|
44.38
|
|
|
Granted
|
0.4
|
|
|
68.68
|
|
|
|
Exercised
|
(0.2
|
)
|
|
38.13
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
Awards outstanding at April 2, 2016
|
2.0
|
|
|
50.51
|
|
|
|
Exercisable
|
1.1
|
|
|
38.25
|
|
|
|
|
|
Awards Outstanding
|
|
Awards Exercisable
|
|||||||||||||||
|
Range of
Exercise Price
|
|
No. of
Options
|
|
WTD.
Avg.
Remaining
Life
|
|
WTD.
Avg.
Exercise
Price
|
|
No. of
Options
|
|
WTD.
Avg.
Remaining
Life
|
|
WTD.
Avg.
Exercise
Price
|
|||||||
|
$20.59 – $20.59
|
|
0.3
|
|
|
2.51
|
|
$
|
20.59
|
|
|
0.3
|
|
|
2.51
|
|
|
$
|
20.59
|
|
|
$30.07 – $36.86
|
|
0.2
|
|
|
1.45
|
|
36.20
|
|
|
0.2
|
|
|
1.45
|
|
|
36.20
|
|
||
|
$38.81 – $49.19
|
|
0.6
|
|
|
4.67
|
|
45.25
|
|
|
0.6
|
|
|
4.67
|
|
|
45.25
|
|
||
|
$63.43 – $68.68
|
|
0.9
|
|
|
9.35
|
|
66.21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
2.0
|
|
|
6.10
|
|
$
|
50.51
|
|
|
1.1
|
|
|
3.57
|
|
|
$
|
38.25
|
|
|
|
(In millions)
|
||
|
Outstanding
|
$
|
44.2
|
|
|
Exercisable
|
38.4
|
|
|
|
Expected market price volatility
|
25.5
|
%
|
|
Risk-free interest rates
|
1.5
|
%
|
|
Expected dividend yield
|
2.7
|
%
|
|
Expected life of stock options in years
|
6.02
|
|
|
Estimated weighted-average fair value per stock option
|
$12.33
|
|
|
|
No. of
Shares
|
|
WTD. Avg.
Grant Date
Fair Value
per Share
|
|||
|
Awards outstanding at September 30, 2015
|
381,509
|
|
|
$
|
57.22
|
|
|
Granted
|
97,154
|
|
|
68.81
|
|
|
|
Vested
|
(154,570
|
)
|
|
47.05
|
|
|
|
Forfeited
|
(9,228
|
)
|
|
57.45
|
|
|
|
Awards outstanding at April 2, 2016
|
314,865
|
|
|
60.25
|
|
|
|
|
No. of
Units
|
|
WTD. Avg.
Grant Date
Fair Value
per Unit
|
|||
|
Awards outstanding at September 30, 2015
|
339,224
|
|
|
$
|
54.86
|
|
|
Granted
|
56,315
|
|
|
68.68
|
|
|
|
Vested
|
(128,941
|
)
|
|
45.06
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
Awards outstanding at April 2, 2016
|
266,598
|
|
|
62.52
|
|
|
|
COMMODITY
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
|
SEPTEMBER 30, 2015
|
|
Urea
|
|
21,000 tons
|
|
21,000 tons
|
|
52,500 tons
|
|
Diesel
|
|
5,922,000 gallons
|
|
4,998,000 gallons
|
|
5,250,000 gallons
|
|
Heating Oil
|
|
1,974,000 gallons
|
|
5,754,000 gallons
|
|
2,772,000 gallons
|
|
|
|
|
|
ASSETS / (LIABILITIES)
|
||||||||||
|
DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS
|
|
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
SEPTEMBER 30,
2015 |
||||||
|
|
BALANCE SHEET LOCATION
|
|
FAIR VALUE
|
|||||||||||
|
|
|
|
|
(In millions)
|
||||||||||
|
Interest rate swap agreements
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
|
|
Other current liabilities
|
|
(5.8
|
)
|
|
(9.9
|
)
|
|
(8.8
|
)
|
|||
|
|
|
Other liabilities
|
|
(5.1
|
)
|
|
(5.0
|
)
|
|
(4.6
|
)
|
|||
|
Commodity hedging instruments
|
|
Other current liabilities
|
|
(0.7
|
)
|
|
(0.6
|
)
|
|
(1.3
|
)
|
|||
|
Total derivatives designated as hedging instruments
|
|
$
|
(11.6
|
)
|
|
$
|
(15.4
|
)
|
|
$
|
(14.7
|
)
|
||
|
|
|
|
|
|
|
|
|
|
||||||
|
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|
BALANCE SHEET LOCATION
|
|
|
|
|
|
|
||||||
|
Currency forward contracts
|
|
Other current liabilities
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.7
|
)
|
|
Commodity hedging instruments
|
|
Other current liabilities
|
|
(3.8
|
)
|
|
(6.1
|
)
|
|
(3.2
|
)
|
|||
|
Total derivatives not designated as hedging instruments
|
|
(4.0
|
)
|
|
(6.3
|
)
|
|
(3.9
|
)
|
|||||
|
Total derivatives
|
|
$
|
(15.6
|
)
|
|
$
|
(21.7
|
)
|
|
$
|
(18.6
|
)
|
||
|
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
|
|
AMOUNT OF GAIN / (LOSS) RECOGNIZED IN AOCI
|
||||||||||||||
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
|||||||||||||
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|||||||||
|
|
|
(In millions)
|
||||||||||||||
|
Interest rate swap agreements
|
|
$
|
(2.6
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(4.7
|
)
|
|
Commodity hedging instruments
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|
(0.4
|
)
|
||||
|
Total
|
|
$
|
(2.9
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(5.1
|
)
|
|
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
|
|
RECLASSIFIED FROM AOCI INTO STATEMENT OF OPERATIONS
|
|
AMOUNT OF GAIN / (LOSS)
|
||||||||||||||
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||||||
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
||||||||||||
|
|
|
|
|
(In millions)
|
||||||||||||||
|
Interest rate swap agreements
|
|
Interest expense
|
|
$
|
(2.2
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(3.5
|
)
|
|
Commodity hedging instruments
|
|
Cost of sales
|
|
(0.6
|
)
|
|
0.1
|
|
|
(0.4
|
)
|
|
0.1
|
|
||||
|
Total
|
|
$
|
(2.8
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(3.4
|
)
|
||
|
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|
RECOGNIZED IN
STATEMENT OF OPERATIONS
|
|
AMOUNT OF GAIN / (LOSS)
|
||||||||||||||
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||||||
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
||||||||||||
|
|
|
|
|
(In millions)
|
||||||||||||||
|
Currency forward contracts
|
|
Other income, net
|
|
$
|
(0.3
|
)
|
|
$
|
2.1
|
|
|
$
|
(1.1
|
)
|
|
$
|
5.2
|
|
|
Commodity hedging instruments
|
|
Cost of sales
|
|
(1.0
|
)
|
|
(1.5
|
)
|
|
(4.3
|
)
|
|
(8.7
|
)
|
||||
|
Total
|
|
$
|
(1.3
|
)
|
|
$
|
0.6
|
|
|
$
|
(5.4
|
)
|
|
$
|
(3.5
|
)
|
||
|
|
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Cash equivalents
|
$
|
22.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.6
|
|
|
Other
|
11.1
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
||||
|
Total
|
$
|
33.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33.7
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
(10.9
|
)
|
|
$
|
—
|
|
|
$
|
(10.9
|
)
|
|
Currency forward contracts
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
|
Commodity hedging instruments
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
||||
|
Total
|
$
|
—
|
|
|
$
|
(15.6
|
)
|
|
$
|
—
|
|
|
$
|
(15.6
|
)
|
|
|
Quoted Prices
in Active
Markets for Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Cash equivalents
|
$
|
17.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.8
|
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swap agreements
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
|
Other
|
10.5
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
||||
|
Total
|
$
|
28.3
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
28.4
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
(14.9
|
)
|
|
$
|
—
|
|
|
$
|
(14.9
|
)
|
|
Currency forward contracts
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
|
Commodity hedging instruments
|
—
|
|
|
(6.7
|
)
|
|
—
|
|
|
(6.7
|
)
|
||||
|
Total
|
$
|
—
|
|
|
$
|
(21.8
|
)
|
|
$
|
—
|
|
|
$
|
(21.8
|
)
|
|
|
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Cash equivalents
|
$
|
28.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28.6
|
|
|
Other
|
8.9
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
||||
|
Total
|
$
|
37.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37.5
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
(13.4
|
)
|
|
$
|
—
|
|
|
$
|
(13.4
|
)
|
|
Currency forward contracts
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||
|
Commodity hedging instruments
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
||||
|
Total
|
$
|
—
|
|
|
$
|
(18.6
|
)
|
|
$
|
—
|
|
|
$
|
(18.6
|
)
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Net sales:
|
|
|
|
|
|
|
|
||||||||
|
U.S. Consumer
|
$
|
1,039.7
|
|
|
$
|
893.2
|
|
|
$
|
1,152.9
|
|
|
$
|
990.4
|
|
|
Europe Consumer
|
115.0
|
|
|
118.1
|
|
|
140.7
|
|
|
150.6
|
|
||||
|
Other
|
90.5
|
|
|
60.5
|
|
|
146.1
|
|
|
100.3
|
|
||||
|
Consolidated
|
$
|
1,245.2
|
|
|
$
|
1,071.8
|
|
|
$
|
1,439.7
|
|
|
$
|
1,241.3
|
|
|
Income from continuing operations before income taxes:
|
|
|
|
|
|
|
|
||||||||
|
U.S. Consumer
|
$
|
336.0
|
|
|
$
|
250.6
|
|
|
$
|
281.8
|
|
|
$
|
192.0
|
|
|
Europe Consumer
|
21.6
|
|
|
20.7
|
|
|
12.4
|
|
|
8.9
|
|
||||
|
Other
|
4.6
|
|
|
0.9
|
|
|
5.1
|
|
|
(2.5
|
)
|
||||
|
Segment total
|
362.2
|
|
|
272.2
|
|
|
299.3
|
|
|
198.4
|
|
||||
|
Corporate
|
(35.7
|
)
|
|
(32.7
|
)
|
|
(60.1
|
)
|
|
(53.9
|
)
|
||||
|
Intangible asset amortization
|
(4.3
|
)
|
|
(3.1
|
)
|
|
(8.2
|
)
|
|
(6.5
|
)
|
||||
|
Impairment, restructuring and other
|
47.0
|
|
|
(4.8
|
)
|
|
40.5
|
|
|
(13.3
|
)
|
||||
|
Costs related to refinancing
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
—
|
|
||||
|
Interest expense
|
(19.1
|
)
|
|
(15.0
|
)
|
|
(35.4
|
)
|
|
(24.7
|
)
|
||||
|
Consolidated
|
$
|
350.1
|
|
|
$
|
216.6
|
|
|
$
|
227.3
|
|
|
$
|
100.0
|
|
|
|
APRIL 2,
2016 |
|
MARCH 28,
2015 |
|
SEPTEMBER 30,
2015 |
||||||
|
|
(In millions)
|
||||||||||
|
Total assets:
|
|
|
|
|
|
||||||
|
U.S. Consumer
|
$
|
2,636.0
|
|
|
$
|
2,113.4
|
|
|
$
|
1,622.5
|
|
|
Europe Consumer
|
322.6
|
|
|
327.7
|
|
|
217.9
|
|
|||
|
Other
|
367.8
|
|
|
225.0
|
|
|
324.1
|
|
|||
|
Corporate
|
150.5
|
|
|
138.4
|
|
|
142.4
|
|
|||
|
Assets held for sale
|
208.7
|
|
|
205.3
|
|
|
220.3
|
|
|||
|
Consolidated
|
$
|
3,685.6
|
|
|
$
|
3,009.8
|
|
|
$
|
2,527.2
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
1,069.0
|
|
|
$
|
176.2
|
|
|
$
|
—
|
|
|
$
|
1,245.2
|
|
|
Cost of sales
|
—
|
|
|
605.2
|
|
|
118.3
|
|
|
—
|
|
|
723.5
|
|
|||||
|
Cost of sales—impairment, restructuring and other
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
|
Gross profit
|
—
|
|
|
463.7
|
|
|
57.9
|
|
|
—
|
|
|
521.6
|
|
|||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Selling, general and administrative
|
—
|
|
|
162.6
|
|
|
37.9
|
|
|
0.4
|
|
|
200.9
|
|
|||||
|
Impairment, restructuring and other
|
—
|
|
|
(47.5
|
)
|
|
0.3
|
|
|
—
|
|
|
(47.2
|
)
|
|||||
|
Other income, net
|
—
|
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
|
Income from operations
|
—
|
|
|
349.0
|
|
|
20.6
|
|
|
(0.4
|
)
|
|
369.2
|
|
|||||
|
Equity income in subsidiaries
|
(216.6
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
224.3
|
|
|
—
|
|
|||||
|
Other non-operating income
|
(8.7
|
)
|
|
—
|
|
|
(6.2
|
)
|
|
14.9
|
|
|
—
|
|
|||||
|
Interest expense
|
18.2
|
|
|
14.6
|
|
|
1.2
|
|
|
(14.9
|
)
|
|
19.1
|
|
|||||
|
Income from continuing operations before income taxes
|
207.1
|
|
|
342.1
|
|
|
25.6
|
|
|
(224.7
|
)
|
|
350.1
|
|
|||||
|
Income tax expense (benefit) from continuing operations
|
(3.4
|
)
|
|
118.5
|
|
|
9.2
|
|
|
—
|
|
|
124.3
|
|
|||||
|
Income from continuing operations
|
210.5
|
|
|
223.6
|
|
|
16.4
|
|
|
(224.7
|
)
|
|
225.8
|
|
|||||
|
Loss from discontinued operations, net of tax
|
—
|
|
|
(16.0
|
)
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|||||
|
Net income
|
$
|
210.5
|
|
|
$
|
207.6
|
|
|
$
|
16.4
|
|
|
$
|
(224.7
|
)
|
|
$
|
209.8
|
|
|
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||||
|
Net income attributable to controlling interest
|
$
|
210.5
|
|
|
$
|
207.6
|
|
|
$
|
16.4
|
|
|
$
|
(224.4
|
)
|
|
$
|
210.1
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
1,199.3
|
|
|
$
|
240.4
|
|
|
$
|
—
|
|
|
$
|
1,439.7
|
|
|
Cost of sales
|
—
|
|
|
730.0
|
|
|
166.3
|
|
|
—
|
|
|
896.3
|
|
|||||
|
Cost of sales—impairment, restructuring and other
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|||||
|
Gross profit
|
—
|
|
|
464.2
|
|
|
74.1
|
|
|
—
|
|
|
538.3
|
|
|||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Selling, general and administrative
|
—
|
|
|
247.3
|
|
|
66.2
|
|
|
0.7
|
|
|
314.2
|
|
|||||
|
Impairment, restructuring and other
|
—
|
|
|
(46.2
|
)
|
|
0.3
|
|
|
—
|
|
|
(45.9
|
)
|
|||||
|
Other income, net
|
—
|
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||||
|
Income from operations
|
—
|
|
|
264.4
|
|
|
7.8
|
|
|
(0.7
|
)
|
|
271.5
|
|
|||||
|
Equity income in subsidiaries
|
(149.0
|
)
|
|
(5.3
|
)
|
|
—
|
|
|
154.3
|
|
|
—
|
|
|||||
|
Other non-operating income
|
(13.2
|
)
|
|
—
|
|
|
(12.3
|
)
|
|
25.5
|
|
|
—
|
|
|||||
|
Costs related to refinancing
|
8.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|||||
|
Interest expense
|
34.2
|
|
|
24.7
|
|
|
2.0
|
|
|
(25.5
|
)
|
|
35.4
|
|
|||||
|
Income from continuing operations before income taxes
|
119.2
|
|
|
245.0
|
|
|
18.1
|
|
|
(155.0
|
)
|
|
227.3
|
|
|||||
|
Income tax expense (benefit) from continuing operations
|
(10.6
|
)
|
|
84.8
|
|
|
6.5
|
|
|
—
|
|
|
80.7
|
|
|||||
|
Income from continuing operations
|
129.8
|
|
|
160.2
|
|
|
11.6
|
|
|
(155.0
|
)
|
|
146.6
|
|
|||||
|
Loss from discontinued operations, net of tax
|
—
|
|
|
(17.5
|
)
|
|
—
|
|
|
—
|
|
|
(17.5
|
)
|
|||||
|
Net income
|
$
|
129.8
|
|
|
$
|
142.7
|
|
|
$
|
11.6
|
|
|
$
|
(155.0
|
)
|
|
$
|
129.1
|
|
|
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||
|
Net income attributable to controlling interest
|
$
|
129.8
|
|
|
$
|
142.7
|
|
|
$
|
11.6
|
|
|
$
|
(155.1
|
)
|
|
$
|
129.0
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net income
|
$
|
210.5
|
|
|
$
|
207.6
|
|
|
$
|
16.4
|
|
|
$
|
(224.7
|
)
|
|
$
|
209.8
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net foreign currency translation adjustment
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
0.3
|
|
|||||
|
Net change in derivatives
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||||
|
Net change in pension and other post-retirement benefits
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
0.2
|
|
|||||
|
Total other comprehensive income (loss)
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
|
(0.8
|
)
|
|
0.4
|
|
|||||
|
Comprehensive income
|
$
|
210.9
|
|
|
$
|
208.0
|
|
|
$
|
16.8
|
|
|
$
|
(225.5
|
)
|
|
$
|
210.2
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net income
|
$
|
129.8
|
|
|
$
|
142.7
|
|
|
$
|
11.6
|
|
|
$
|
(155.0
|
)
|
|
$
|
129.1
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net foreign currency translation adjustment
|
(2.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
|
2.5
|
|
|
(2.5
|
)
|
|||||
|
Net change in derivatives
|
2.0
|
|
|
(0.3
|
)
|
|
—
|
|
|
0.3
|
|
|
2.0
|
|
|||||
|
Net change in pension and other post-retirement benefits
|
0.7
|
|
|
0.4
|
|
|
0.3
|
|
|
(0.7
|
)
|
|
0.7
|
|
|||||
|
Total other comprehensive income (loss)
|
0.2
|
|
|
0.1
|
|
|
(2.2
|
)
|
|
2.1
|
|
|
0.2
|
|
|||||
|
Comprehensive income
|
$
|
130.0
|
|
|
$
|
142.8
|
|
|
$
|
9.4
|
|
|
$
|
(152.9
|
)
|
|
$
|
129.3
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
(a)
|
$
|
292.6
|
|
|
$
|
(492.8
|
)
|
|
$
|
(113.8
|
)
|
|
$
|
(313.8
|
)
|
|
$
|
(627.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Proceeds from sale of long-lived assets
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
|
Investments in property, plant and equipment
|
—
|
|
|
(20.8
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(24.4
|
)
|
|||||
|
Investment in loan receivable
|
—
|
|
|
(72.0
|
)
|
|
—
|
|
|
—
|
|
|
(72.0
|
)
|
|||||
|
Investment in unconsolidated affiliates
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||||
|
Investing cash flows from (to) affiliates
|
(395.0
|
)
|
|
—
|
|
|
—
|
|
|
395.0
|
|
|
—
|
|
|||||
|
Net cash used in investing activities
|
(395.0
|
)
|
|
(94.6
|
)
|
|
(3.6
|
)
|
|
395.0
|
|
|
(98.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Borrowings under revolving and bank lines of credit and term loans
|
—
|
|
|
1,429.7
|
|
|
143.5
|
|
|
—
|
|
|
1,573.2
|
|
|||||
|
Repayments under revolving and bank lines of credit and term loans
|
—
|
|
|
(925.8
|
)
|
|
(34.0
|
)
|
|
—
|
|
|
(959.8
|
)
|
|||||
|
Proceeds from issuance of 6.000% Senior Notes
|
400.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400.0
|
|
|||||
|
Repayment of 6.625% Senior Notes
|
(200.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200.0
|
)
|
|||||
|
Financing and issuance fees
|
(10.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.5
|
)
|
|||||
|
Dividends paid
|
(57.7
|
)
|
|
(313.8
|
)
|
|
—
|
|
|
313.8
|
|
|
(57.7
|
)
|
|||||
|
Purchase of Common Shares
|
(42.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42.8
|
)
|
|||||
|
Payments on seller notes
|
—
|
|
|
(1.8
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||||
|
Excess tax benefits from share-based payment arrangements
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|||||
|
Cash received from the exercise of stock options
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|||||
|
Financing cash flows from (to) affiliates
|
—
|
|
|
398.5
|
|
|
(3.5
|
)
|
|
(395.0
|
)
|
|
—
|
|
|||||
|
Net cash provided by (used in) financing activities
|
102.4
|
|
|
586.8
|
|
|
105.5
|
|
|
(81.2
|
)
|
|
713.5
|
|
|||||
|
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
(0.6
|
)
|
|
(13.5
|
)
|
|
—
|
|
|
(14.1
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
8.2
|
|
|
63.2
|
|
|
—
|
|
|
71.4
|
|
|||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
7.6
|
|
|
$
|
49.7
|
|
|
$
|
—
|
|
|
$
|
57.3
|
|
|
(a)
|
Cash received by the Parent from the Guarantors in the form of dividends in the amount of
$313.8 million
represent return on investments and are included in cash flows from operating activities.
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
ASSETS
|
|||||||||||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
7.6
|
|
|
$
|
49.7
|
|
|
$
|
—
|
|
|
$
|
57.3
|
|
|
Accounts receivable, net
|
—
|
|
|
731.0
|
|
|
223.7
|
|
|
—
|
|
|
954.7
|
|
|||||
|
Accounts receivable pledged
|
—
|
|
|
208.4
|
|
|
—
|
|
|
—
|
|
|
208.4
|
|
|||||
|
Inventories
|
—
|
|
|
483.5
|
|
|
136.1
|
|
|
—
|
|
|
619.6
|
|
|||||
|
Assets held for sale
|
—
|
|
|
208.7
|
|
|
—
|
|
|
—
|
|
|
208.7
|
|
|||||
|
Prepaid and other current assets
|
—
|
|
|
122.1
|
|
|
38.0
|
|
|
—
|
|
|
160.1
|
|
|||||
|
Total current assets
|
—
|
|
|
1,761.3
|
|
|
447.5
|
|
|
—
|
|
|
2,208.8
|
|
|||||
|
Property, plant and equipment, net
|
—
|
|
|
382.3
|
|
|
54.0
|
|
|
—
|
|
|
436.3
|
|
|||||
|
Goodwill
|
—
|
|
|
260.5
|
|
|
12.8
|
|
|
11.6
|
|
|
284.9
|
|
|||||
|
Intangible assets, net
|
—
|
|
|
602.0
|
|
|
33.8
|
|
|
11.0
|
|
|
646.8
|
|
|||||
|
Other assets
|
21.9
|
|
|
87.2
|
|
|
15.0
|
|
|
(15.3
|
)
|
|
108.8
|
|
|||||
|
Equity investment in subsidiaries
|
634.8
|
|
|
—
|
|
|
—
|
|
|
(634.8
|
)
|
|
—
|
|
|||||
|
Intercompany assets
|
1,814.0
|
|
|
—
|
|
|
—
|
|
|
(1,814.0
|
)
|
|
—
|
|
|||||
|
Total assets
|
$
|
2,470.7
|
|
|
$
|
3,093.3
|
|
|
$
|
563.1
|
|
|
$
|
(2,441.5
|
)
|
|
$
|
3,685.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current portion of debt
|
$
|
15.0
|
|
|
$
|
182.9
|
|
|
$
|
20.0
|
|
|
$
|
(15.0
|
)
|
|
$
|
202.9
|
|
|
Accounts payable
|
—
|
|
|
221.9
|
|
|
71.9
|
|
|
—
|
|
|
293.8
|
|
|||||
|
Liabilities held for sale
|
—
|
|
|
62.1
|
|
|
—
|
|
|
—
|
|
|
62.1
|
|
|||||
|
Other current liabilities
|
18.9
|
|
|
318.0
|
|
|
90.2
|
|
|
—
|
|
|
427.1
|
|
|||||
|
Total current liabilities
|
33.9
|
|
|
784.9
|
|
|
182.1
|
|
|
(15.0
|
)
|
|
985.9
|
|
|||||
|
Long-term debt
|
1,756.3
|
|
|
1,168.8
|
|
|
196.0
|
|
|
(1,356.3
|
)
|
|
1,764.8
|
|
|||||
|
Other liabilities
|
5.1
|
|
|
221.0
|
|
|
31.2
|
|
|
(10.3
|
)
|
|
247.0
|
|
|||||
|
Equity investment in subsidiaries
|
—
|
|
|
176.9
|
|
|
—
|
|
|
(176.9
|
)
|
|
—
|
|
|||||
|
Intercompany liabilities
|
—
|
|
|
269.0
|
|
|
64.0
|
|
|
(333.0
|
)
|
|
—
|
|
|||||
|
Total liabilities
|
1,795.3
|
|
|
2,620.6
|
|
|
473.3
|
|
|
(1,891.5
|
)
|
|
2,997.7
|
|
|||||
|
Total shareholders’ equity - controlling interest
|
675.4
|
|
|
472.7
|
|
|
89.8
|
|
|
(562.5
|
)
|
|
675.4
|
|
|||||
|
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|
12.5
|
|
|||||
|
Total equity
|
675.4
|
|
|
472.7
|
|
|
89.8
|
|
|
(550.0
|
)
|
|
687.9
|
|
|||||
|
Total liabilities and equity
|
$
|
2,470.7
|
|
|
$
|
3,093.3
|
|
|
$
|
563.1
|
|
|
$
|
(2,441.5
|
)
|
|
$
|
3,685.6
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
900.4
|
|
|
$
|
171.4
|
|
|
$
|
—
|
|
|
$
|
1,071.8
|
|
|
Cost of sales
|
—
|
|
|
531.3
|
|
|
115.5
|
|
|
—
|
|
|
646.8
|
|
|||||
|
Cost of sales—impairment, restructuring and other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
|
Gross profit
|
—
|
|
|
369.1
|
|
|
55.7
|
|
|
—
|
|
|
424.8
|
|
|||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Selling, general and administrative
|
—
|
|
|
152.5
|
|
|
36.0
|
|
|
0.4
|
|
|
188.9
|
|
|||||
|
Impairment, restructuring and other
|
—
|
|
|
2.1
|
|
|
2.5
|
|
|
—
|
|
|
4.6
|
|
|||||
|
Other (income) loss, net
|
—
|
|
|
(0.5
|
)
|
|
0.2
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
|
Income from operations
|
—
|
|
|
215.0
|
|
|
17.0
|
|
|
(0.4
|
)
|
|
231.6
|
|
|||||
|
Equity income in subsidiaries
|
(128.9
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
135.3
|
|
|
—
|
|
|||||
|
Other non-operating income
|
(9.5
|
)
|
|
—
|
|
|
(5.6
|
)
|
|
15.1
|
|
|
—
|
|
|||||
|
Interest expense
|
16.3
|
|
|
13.4
|
|
|
0.4
|
|
|
(15.1
|
)
|
|
15.0
|
|
|||||
|
Income from continuing operations before income taxes
|
122.1
|
|
|
208.0
|
|
|
22.2
|
|
|
(135.7
|
)
|
|
216.6
|
|
|||||
|
Income tax expense (benefit) from continuing operations
|
(2.5
|
)
|
|
72.5
|
|
|
8.0
|
|
|
—
|
|
|
78.0
|
|
|||||
|
Income from continuing operations
|
124.6
|
|
|
135.5
|
|
|
14.2
|
|
|
(135.7
|
)
|
|
138.6
|
|
|||||
|
Loss from discontinued operations, net of tax
|
—
|
|
|
(14.3
|
)
|
|
—
|
|
|
—
|
|
|
(14.3
|
)
|
|||||
|
Net income
|
$
|
124.6
|
|
|
$
|
121.2
|
|
|
$
|
14.2
|
|
|
$
|
(135.7
|
)
|
|
$
|
124.3
|
|
|
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||||
|
Net income attributable to controlling interest
|
$
|
124.6
|
|
|
$
|
121.2
|
|
|
$
|
14.2
|
|
|
$
|
(135.4
|
)
|
|
$
|
124.6
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
1,000.1
|
|
|
$
|
241.2
|
|
|
$
|
—
|
|
|
$
|
1,241.3
|
|
|
Cost of sales
|
—
|
|
|
637.9
|
|
|
171.8
|
|
|
—
|
|
|
809.7
|
|
|||||
|
Cost of sales—impairment, restructuring and other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
|
Gross profit
|
—
|
|
|
362.2
|
|
|
69.2
|
|
|
—
|
|
|
431.4
|
|
|||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Selling, general and administrative
|
—
|
|
|
226.6
|
|
|
66.7
|
|
|
0.9
|
|
|
294.2
|
|
|||||
|
Impairment, restructuring and other
|
—
|
|
|
9.9
|
|
|
3.2
|
|
|
—
|
|
|
13.1
|
|
|||||
|
Other (income) loss, net
|
—
|
|
|
(0.9
|
)
|
|
0.3
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
|
Income (loss) from operations
|
—
|
|
|
126.6
|
|
|
(1.0
|
)
|
|
(0.9
|
)
|
|
124.7
|
|
|||||
|
Equity income in subsidiaries
|
(58.6
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
60.7
|
|
|
—
|
|
|||||
|
Other non-operating income
|
(14.0
|
)
|
|
—
|
|
|
(11.2
|
)
|
|
25.2
|
|
|
—
|
|
|||||
|
Interest expense
|
27.5
|
|
|
21.7
|
|
|
0.7
|
|
|
(25.2
|
)
|
|
24.7
|
|
|||||
|
Income from continuing operations before income taxes
|
45.1
|
|
|
107.0
|
|
|
9.5
|
|
|
(61.6
|
)
|
|
100.0
|
|
|||||
|
Income tax expense (benefit) from continuing operations
|
(4.9
|
)
|
|
37.5
|
|
|
3.4
|
|
|
—
|
|
|
36.0
|
|
|||||
|
Income from continuing operations
|
50.0
|
|
|
69.5
|
|
|
6.1
|
|
|
(61.6
|
)
|
|
64.0
|
|
|||||
|
Loss from discontinued operations, net of tax
|
—
|
|
|
(13.7
|
)
|
|
—
|
|
|
—
|
|
|
(13.7
|
)
|
|||||
|
Net income
|
$
|
50.0
|
|
|
$
|
55.8
|
|
|
$
|
6.1
|
|
|
$
|
(61.6
|
)
|
|
$
|
50.3
|
|
|
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||||
|
Net income attributable to controlling interest
|
$
|
50.0
|
|
|
$
|
55.8
|
|
|
$
|
6.1
|
|
|
$
|
(61.9
|
)
|
|
$
|
50.0
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net income
|
$
|
124.6
|
|
|
$
|
121.2
|
|
|
$
|
14.2
|
|
|
$
|
(135.7
|
)
|
|
$
|
124.3
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net foreign currency translation adjustment
|
(8.1
|
)
|
|
—
|
|
|
(8.1
|
)
|
|
8.1
|
|
|
(8.1
|
)
|
|||||
|
Net change in derivatives
|
(1.6
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
1.1
|
|
|
(1.6
|
)
|
|||||
|
Net change in pension and other post-retirement benefits
|
0.8
|
|
|
0.5
|
|
|
0.3
|
|
|
(0.8
|
)
|
|
0.8
|
|
|||||
|
Total other comprehensive income (loss)
|
(8.9
|
)
|
|
(0.6
|
)
|
|
(7.8
|
)
|
|
8.4
|
|
|
(8.9
|
)
|
|||||
|
Comprehensive income
|
$
|
115.7
|
|
|
$
|
120.6
|
|
|
$
|
6.4
|
|
|
$
|
(127.3
|
)
|
|
$
|
115.4
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net income
|
$
|
50.0
|
|
|
$
|
55.8
|
|
|
$
|
6.1
|
|
|
$
|
(61.6
|
)
|
|
$
|
50.3
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net foreign currency translation adjustment
|
(11.1
|
)
|
|
—
|
|
|
(11.1
|
)
|
|
11.1
|
|
|
(11.1
|
)
|
|||||
|
Net change in derivatives
|
(1.7
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
0.5
|
|
|
(1.7
|
)
|
|||||
|
Net change in pension and other post-retirement benefits
|
1.6
|
|
|
1.0
|
|
|
0.6
|
|
|
(1.6
|
)
|
|
1.6
|
|
|||||
|
Total other comprehensive income (loss)
|
(11.2
|
)
|
|
0.5
|
|
|
(10.5
|
)
|
|
10.0
|
|
|
(11.2
|
)
|
|||||
|
Comprehensive income (loss)
|
$
|
38.8
|
|
|
$
|
56.3
|
|
|
$
|
(4.4
|
)
|
|
$
|
(51.6
|
)
|
|
$
|
39.1
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
(a)
|
$
|
48.7
|
|
|
$
|
(432.4
|
)
|
|
$
|
(99.9
|
)
|
|
$
|
(165.1
|
)
|
|
$
|
(648.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Proceeds from sale of long-lived assets
|
—
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|||||
|
Investments in property, plant and equipment
|
—
|
|
|
(25.2
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(28.0
|
)
|
|||||
|
Investments in acquired businesses, net of cash acquired
|
—
|
|
|
(50.5
|
)
|
|
—
|
|
|
—
|
|
|
(50.5
|
)
|
|||||
|
Net cash used in investing activities
|
—
|
|
|
(70.5
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(73.3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Borrowings under revolving and bank lines of credit and term loans
|
—
|
|
|
1,034.5
|
|
|
161.0
|
|
|
—
|
|
|
1,195.5
|
|
|||||
|
Repayments under revolving and bank lines of credit and term loans
|
—
|
|
|
(388.7
|
)
|
|
(61.8
|
)
|
|
—
|
|
|
(450.5
|
)
|
|||||
|
Dividends paid
|
(54.8
|
)
|
|
(76.3
|
)
|
|
(3.7
|
)
|
|
80.0
|
|
|
(54.8
|
)
|
|||||
|
Purchase of Common Shares
|
(14.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.8
|
)
|
|||||
|
Payment on seller notes
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||
|
Excess tax benefits from share-based payment arrangements
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|||||
|
Cash received from the exercise of stock options
|
16.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.2
|
|
|||||
|
Financing cash flows from (to) affiliates
|
4.7
|
|
|
(87.6
|
)
|
|
(2.2
|
)
|
|
85.1
|
|
|
—
|
|
|||||
|
Net cash provided by (used in) financing activities
|
(48.7
|
)
|
|
483.9
|
|
|
93.3
|
|
|
165.1
|
|
|
693.6
|
|
|||||
|
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
(6.1
|
)
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
(19.0
|
)
|
|
(15.5
|
)
|
|
—
|
|
|
(34.5
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
23.1
|
|
|
66.2
|
|
|
—
|
|
|
89.3
|
|
|||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
4.1
|
|
|
$
|
50.7
|
|
|
$
|
—
|
|
|
$
|
54.8
|
|
|
(a)
|
Cash received by the Parent from its subsidiaries in the form of dividends in the amount of
$76.3 million
represent return on investments and are included in cash flows from operating activities. Cash received by the Guarantors from the Non-Guarantors in the form of dividends in the amount of
$3.7 million
represent return on investments and are included in the cash flows from operating activities.
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
ASSETS
|
|||||||||||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
4.1
|
|
|
$
|
50.7
|
|
|
$
|
—
|
|
|
$
|
54.8
|
|
|
Accounts receivable, net
|
—
|
|
|
441.8
|
|
|
226.8
|
|
|
—
|
|
|
668.6
|
|
|||||
|
Accounts receivable pledged
|
—
|
|
|
376.7
|
|
|
—
|
|
|
—
|
|
|
376.7
|
|
|||||
|
Inventories
|
—
|
|
|
460.3
|
|
|
123.8
|
|
|
—
|
|
|
584.1
|
|
|||||
|
Assets held for sale
|
—
|
|
|
205.3
|
|
|
—
|
|
|
—
|
|
|
205.3
|
|
|||||
|
Prepaid and other current assets
|
—
|
|
|
107.6
|
|
|
38.5
|
|
|
—
|
|
|
146.1
|
|
|||||
|
Total current assets
|
—
|
|
|
1,595.8
|
|
|
439.8
|
|
|
—
|
|
|
2,035.6
|
|
|||||
|
Property, plant and equipment, net
|
—
|
|
|
370.3
|
|
|
56.9
|
|
|
—
|
|
|
427.2
|
|
|||||
|
Goodwill
|
—
|
|
|
204.4
|
|
|
7.1
|
|
|
11.6
|
|
|
223.1
|
|
|||||
|
Intangible assets, net
|
—
|
|
|
249.0
|
|
|
36.9
|
|
|
12.6
|
|
|
298.5
|
|
|||||
|
Other assets
|
18.0
|
|
|
12.7
|
|
|
20.5
|
|
|
(25.8
|
)
|
|
25.4
|
|
|||||
|
Equity investment in subsidiaries
|
387.3
|
|
|
—
|
|
|
—
|
|
|
(387.3
|
)
|
|
—
|
|
|||||
|
Intercompany assets
|
1,370.5
|
|
|
—
|
|
|
—
|
|
|
(1,370.5
|
)
|
|
—
|
|
|||||
|
Total assets
|
$
|
1,775.8
|
|
|
$
|
2,432.2
|
|
|
$
|
561.2
|
|
|
$
|
(1,759.4
|
)
|
|
$
|
3,009.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current portion of debt
|
$
|
—
|
|
|
$
|
302.2
|
|
|
$
|
13.1
|
|
|
$
|
—
|
|
|
$
|
315.3
|
|
|
Accounts payable
|
—
|
|
|
223.4
|
|
|
71.1
|
|
|
—
|
|
|
294.5
|
|
|||||
|
Liabilities held for sale
|
—
|
|
|
56.6
|
|
|
—
|
|
|
—
|
|
|
56.6
|
|
|||||
|
Other current liabilities
|
16.0
|
|
|
225.3
|
|
|
82.9
|
|
|
—
|
|
|
324.2
|
|
|||||
|
Total current liabilities
|
16.0
|
|
|
807.5
|
|
|
167.1
|
|
|
—
|
|
|
990.6
|
|
|||||
|
Long-term debt
|
1,198.9
|
|
|
906.8
|
|
|
100.7
|
|
|
(998.9
|
)
|
|
1,207.5
|
|
|||||
|
Other liabilities
|
4.8
|
|
|
224.9
|
|
|
32.8
|
|
|
(20.7
|
)
|
|
241.8
|
|
|||||
|
Equity investment in subsidiaries
|
—
|
|
|
114.6
|
|
|
—
|
|
|
(114.6
|
)
|
|
—
|
|
|||||
|
Intercompany liabilities
|
—
|
|
|
248.8
|
|
|
104.1
|
|
|
(352.9
|
)
|
|
—
|
|
|||||
|
Total liabilities
|
1,219.7
|
|
|
2,302.6
|
|
|
404.7
|
|
|
(1,487.1
|
)
|
|
2,439.9
|
|
|||||
|
Total shareholders’ equity - controlling interest
|
556.1
|
|
|
129.6
|
|
|
156.5
|
|
|
(286.1
|
)
|
|
556.1
|
|
|||||
|
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
13.8
|
|
|
13.8
|
|
|||||
|
Total equity
|
556.1
|
|
|
129.6
|
|
|
156.5
|
|
|
(272.3
|
)
|
|
569.9
|
|
|||||
|
Total liabilities and equity
|
$
|
1,775.8
|
|
|
$
|
2,432.2
|
|
|
$
|
561.2
|
|
|
$
|
(1,759.4
|
)
|
|
$
|
3,009.8
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
ASSETS
|
|||||||||||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
8.2
|
|
|
$
|
63.2
|
|
|
$
|
—
|
|
|
$
|
71.4
|
|
|
Accounts receivable, net
|
—
|
|
|
63.3
|
|
|
94.4
|
|
|
—
|
|
|
157.7
|
|
|||||
|
Accounts receivable pledged
|
—
|
|
|
152.9
|
|
|
—
|
|
|
—
|
|
|
152.9
|
|
|||||
|
Inventories
|
—
|
|
|
306.9
|
|
|
88.9
|
|
|
—
|
|
|
395.8
|
|
|||||
|
Assets held for sale
|
—
|
|
|
220.3
|
|
|
—
|
|
|
—
|
|
|
220.3
|
|
|||||
|
Prepaid and other current assets
|
—
|
|
|
86.4
|
|
|
34.7
|
|
|
—
|
|
|
121.1
|
|
|||||
|
Total current assets
|
—
|
|
|
838.0
|
|
|
281.2
|
|
|
—
|
|
|
1,119.2
|
|
|||||
|
Property, plant and equipment, net
|
—
|
|
|
388.0
|
|
|
56.1
|
|
|
—
|
|
|
444.1
|
|
|||||
|
Goodwill
|
—
|
|
|
260.2
|
|
|
12.0
|
|
|
11.6
|
|
|
283.8
|
|
|||||
|
Intangible assets, net
|
—
|
|
|
608.6
|
|
|
34.8
|
|
|
11.7
|
|
|
655.1
|
|
|||||
|
Other assets
|
16.3
|
|
|
11.0
|
|
|
15.0
|
|
|
(17.3
|
)
|
|
25.0
|
|
|||||
|
Equity investment in subsidiaries
|
461.3
|
|
|
—
|
|
|
—
|
|
|
(461.3
|
)
|
|
—
|
|
|||||
|
Intercompany assets
|
1,179.4
|
|
|
—
|
|
|
—
|
|
|
(1,179.4
|
)
|
|
—
|
|
|||||
|
Total assets
|
$
|
1,657.0
|
|
|
$
|
2,105.8
|
|
|
$
|
399.1
|
|
|
$
|
(1,634.7
|
)
|
|
$
|
2,527.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current portion of debt
|
$
|
—
|
|
|
$
|
122.9
|
|
|
$
|
9.7
|
|
|
$
|
—
|
|
|
$
|
132.6
|
|
|
Accounts payable
|
—
|
|
|
136.7
|
|
|
56.4
|
|
|
—
|
|
|
193.1
|
|
|||||
|
Liabilities held for sale
|
—
|
|
|
41.7
|
|
|
—
|
|
|
—
|
|
|
41.7
|
|
|||||
|
Other current liabilities
|
15.5
|
|
|
162.7
|
|
|
73.0
|
|
|
—
|
|
|
251.2
|
|
|||||
|
Total current liabilities
|
15.5
|
|
|
464.0
|
|
|
139.1
|
|
|
—
|
|
|
618.6
|
|
|||||
|
Long-term debt
|
1,016.3
|
|
|
724.9
|
|
|
100.1
|
|
|
(816.3
|
)
|
|
1,025.0
|
|
|||||
|
Other liabilities
|
4.5
|
|
|
226.0
|
|
|
32.3
|
|
|
(12.3
|
)
|
|
250.5
|
|
|||||
|
Equity investment in subsidiaries
|
—
|
|
|
156.2
|
|
|
—
|
|
|
(156.2
|
)
|
|
—
|
|
|||||
|
Intercompany liabilities
|
—
|
|
|
296.5
|
|
|
47.6
|
|
|
(344.1
|
)
|
|
—
|
|
|||||
|
Total liabilities
|
1,036.3
|
|
|
1,867.6
|
|
|
319.1
|
|
|
(1,328.9
|
)
|
|
1,894.1
|
|
|||||
|
Total shareholders’ equity - controlling interest
|
620.7
|
|
|
238.2
|
|
|
80.0
|
|
|
(318.2
|
)
|
|
620.7
|
|
|||||
|
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
|
12.4
|
|
|||||
|
Total equity
|
620.7
|
|
|
238.2
|
|
|
80.0
|
|
|
(305.8
|
)
|
|
633.1
|
|
|||||
|
Total liabilities and equity
|
$
|
1,657.0
|
|
|
$
|
2,105.8
|
|
|
$
|
399.1
|
|
|
$
|
(1,634.7
|
)
|
|
$
|
2,527.2
|
|
|
•
|
Executive summary
|
|
•
|
Results of operations
|
|
•
|
Segment results
|
|
•
|
Liquidity and capital resources
|
|
•
|
Regulatory matters
|
|
•
|
Critical accounting policies and estimates
|
|
|
Percent of Net Sales by Quarter
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
First Quarter
|
7.2
|
%
|
|
6.7
|
%
|
|
7.0
|
%
|
|
Second Quarter
|
36.5
|
%
|
|
38.0
|
%
|
|
36.4
|
%
|
|
Third Quarter
|
40.3
|
%
|
|
39.3
|
%
|
|
41.0
|
%
|
|
Fourth Quarter
|
16.0
|
%
|
|
16.0
|
%
|
|
15.6
|
%
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
||||
|
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
58.1
|
|
|
60.4
|
|
|
62.3
|
|
|
65.2
|
|
|
Cost of sales—impairment, restructuring and other
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
Gross profit
|
41.9
|
|
|
39.6
|
|
|
37.4
|
|
|
34.8
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
|
Selling, general and administrative
|
16.2
|
|
|
17.6
|
|
|
21.8
|
|
|
23.7
|
|
|
Impairment, restructuring and other
|
(3.8
|
)
|
|
0.4
|
|
|
(3.2
|
)
|
|
1.1
|
|
|
Other income, net
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
Income from operations
|
29.6
|
|
|
21.6
|
|
|
18.9
|
|
|
10.0
|
|
|
Costs related to refinancing
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
Interest expense
|
1.5
|
|
|
1.4
|
|
|
2.5
|
|
|
1.9
|
|
|
Income from continuing operations before income taxes
|
28.1
|
|
|
20.2
|
|
|
15.8
|
|
|
8.1
|
|
|
Income tax expense from continuing operations
|
10.0
|
|
|
7.3
|
|
|
5.6
|
|
|
2.9
|
|
|
Income from continuing operations
|
18.1
|
|
|
12.9
|
|
|
10.2
|
|
|
5.2
|
|
|
Loss from discontinued operations, net of tax
|
(1.3
|
)
|
|
(1.3
|
)
|
|
(1.2
|
)
|
|
(1.1
|
)
|
|
Net income
|
16.8
|
%
|
|
11.6
|
%
|
|
9.0
|
%
|
|
4.1
|
%
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||
|
|
APRIL 2, 2016
|
|
APRIL 2, 2016
|
||
|
Volume
|
15.8
|
|
|
15.0
|
|
|
Acquisitions
|
1.6
|
|
|
2.6
|
|
|
Foreign exchange rates
|
(0.6
|
)
|
|
(1.1
|
)
|
|
Pricing
|
(0.6
|
)
|
|
(0.5
|
)
|
|
Change in net sales
|
16.2
|
%
|
|
16.0
|
%
|
|
•
|
increased sales in our U.S. Consumer, Europe Consumer and Other segments, driven by the impact of the calendar shift whereby our second quarter of fiscal 2016 ended six days later than our second quarter of fiscal 2015 and these six days were in our peak selling season, resulting in an increase in net sales of approximately $103 million and $120 million for the
three
and six months ended
April 2, 2016
;
|
|
•
|
increased sales volume in our U.S. Consumer, Europe Consumer and Other segments, driven by increased sales of fertilizer, seed, controls and growing media products, and the impact of our amended Marketing Agreement for consumer Roundup
®
; and
|
|
•
|
the addition of net sales from acquisitions within our Other segment, primarily from General Hydroponics and Vermicrop;
|
|
•
|
partially offset by the unfavorable impact of foreign exchange rates as a result of the strengthening of the U.S. dollar relative to other currencies including the Canadian dollar, euro and British pound; and
|
|
•
|
an unfavorable impact of decreased pricing, largely from higher performance based trade programs, in the U.S. Consumer, Europe Consumer and Other segments.
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
Materials
|
$
|
436.3
|
|
|
$
|
387.7
|
|
|
$
|
515.0
|
|
|
$
|
461.5
|
|
|
Distribution and warehousing
|
126.5
|
|
|
118.4
|
|
|
172.7
|
|
|
167.0
|
|
||||
|
Manufacturing labor and overhead
|
137.9
|
|
|
122.5
|
|
|
171.7
|
|
|
145.7
|
|
||||
|
Roundup
®
reimbursements
|
22.8
|
|
|
18.2
|
|
|
36.9
|
|
|
35.5
|
|
||||
|
|
723.5
|
|
|
646.8
|
|
|
896.3
|
|
|
809.7
|
|
||||
|
Impairment, restructuring and other
|
0.1
|
|
|
0.2
|
|
|
5.1
|
|
|
0.2
|
|
||||
|
|
$
|
723.6
|
|
|
$
|
647.0
|
|
|
$
|
901.4
|
|
|
$
|
809.9
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||
|
|
APRIL 2, 2016
|
|
APRIL 2, 2016
|
||||
|
|
(In millions)
|
||||||
|
Volume and product mix
|
$
|
90.4
|
|
|
$
|
110.3
|
|
|
Roundup
®
reimbursements
|
4.6
|
|
|
1.4
|
|
||
|
Material costs
|
(11.4
|
)
|
|
(11.2
|
)
|
||
|
Foreign exchange rates
|
(6.9
|
)
|
|
(13.9
|
)
|
||
|
|
76.7
|
|
|
86.6
|
|
||
|
Impairment, restructuring and other
|
(0.1
|
)
|
|
4.9
|
|
||
|
Change in cost of sales
|
$
|
76.6
|
|
|
$
|
91.5
|
|
|
•
|
costs related to increased sales volume in our U.S. Consumer, Europe Consumer and Other segments;
|
|
•
|
costs related to sales from acquisitions within our Other segment of $10.4 million and $20.0 million for the
three
and six months ended
April 2, 2016
, respectively, primarily from General Hydroponics and Vermicrop; and
|
|
•
|
an increase in net sales attributable to reimbursements under our Marketing Agreement for consumer Roundup
®
;
|
|
•
|
partially offset by lower material costs in our U.S. Consumer segment driven by lower commodity costs;
|
|
•
|
lower distribution costs within our U.S. Consumer segment due to savings from fuel purchases and the recognition of lower negative mark-to-market adjustments associated with our fuel hedges of $2.6 million and $8.2 million for the
three
and six months ended
April 2, 2016
;
|
|
•
|
the favorable impact of foreign exchange rates as a result of a strengthening of the U.S. dollar relative to other currencies including the Canadian dollar, euro and British pound; and
|
|
•
|
the decrease in restructuring and other charges of
$0.1 million
for the
three months ended
April 2, 2016
and the increase in restructuring and other charges of
$4.9 million
for the
six months ended
April 2, 2016
, both related to addressing the consumer complaints regarding our reformulated Bonus S
®
product sold during fiscal 2015.
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||
|
|
APRIL 2, 2016
|
|
APRIL 2, 2016
|
||
|
Product mix and volume:
|
|
|
|
||
|
Mix and volume
|
0.8
|
%
|
|
1.4
|
%
|
|
Roundup
®
commissions and reimbursements
|
0.9
|
|
|
1.0
|
|
|
Material costs
|
0.9
|
|
|
0.8
|
|
|
Pricing
|
(0.3
|
)
|
|
(0.2
|
)
|
|
|
2.3
|
%
|
|
3.0
|
%
|
|
Impairment, restructuring and other
|
—
|
|
|
(0.4
|
)
|
|
Change in gross profit rate
|
2.3
|
%
|
|
2.6
|
%
|
|
•
|
increased net sales volume driving improved leverage of fixed costs such as warehousing;
|
|
•
|
lower distribution costs within our U.S. Consumer segment due to savings from fuel purchases and the recognition of lower negative mark-to-market adjustments associated with our fuel hedges of $2.6 million and $8.2 million for the
three
and six months ended
April 2, 2016
;
|
|
•
|
lower material costs in our U.S. Consumer segment driven by commodities; and
|
|
•
|
an increase in net sales attributable to our Marketing Agreement for consumer Roundup
®
;
|
|
•
|
partially offset by unfavorable product mix within our U.S. Consumer and Other segments due to increased sales of mulch products; and
|
|
•
|
an unfavorable impact of decreased pricing, largely from higher performance based trade programs, in the U.S. Consumer, Europe Consumer and Other segments.
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
Advertising
|
$
|
61.2
|
|
|
$
|
61.3
|
|
|
$
|
72.1
|
|
|
$
|
70.0
|
|
|
Research and development
|
9.9
|
|
|
10.2
|
|
|
20.9
|
|
|
19.8
|
|
||||
|
Share-based compensation
|
9.1
|
|
|
7.2
|
|
|
11.3
|
|
|
9.3
|
|
||||
|
Amortization of intangibles
|
3.7
|
|
|
2.6
|
|
|
7.1
|
|
|
5.5
|
|
||||
|
Other selling, general and administrative
|
117.0
|
|
|
107.6
|
|
|
202.8
|
|
|
189.6
|
|
||||
|
|
$
|
200.9
|
|
|
$
|
188.9
|
|
|
$
|
314.2
|
|
|
$
|
294.2
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
U.S. Consumer
|
$
|
1,039.7
|
|
|
$
|
893.2
|
|
|
$
|
1,152.9
|
|
|
$
|
990.4
|
|
|
Europe Consumer
|
115.0
|
|
|
118.1
|
|
|
140.7
|
|
|
150.6
|
|
||||
|
Other
|
90.5
|
|
|
60.5
|
|
|
146.1
|
|
|
100.3
|
|
||||
|
Consolidated
|
$
|
1,245.2
|
|
|
$
|
1,071.8
|
|
|
$
|
1,439.7
|
|
|
$
|
1,241.3
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
|
APRIL 2, 2016
|
|
MARCH 28, 2015
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
U.S. Consumer
|
$
|
336.0
|
|
|
$
|
250.6
|
|
|
$
|
281.8
|
|
|
$
|
192.0
|
|
|
Europe Consumer
|
21.6
|
|
|
20.7
|
|
|
12.4
|
|
|
8.9
|
|
||||
|
Other
|
4.6
|
|
|
0.9
|
|
|
5.1
|
|
|
(2.5
|
)
|
||||
|
Segment Total
|
362.2
|
|
|
272.2
|
|
|
299.3
|
|
|
198.4
|
|
||||
|
Corporate
|
(35.7
|
)
|
|
(32.7
|
)
|
|
(60.1
|
)
|
|
(53.9
|
)
|
||||
|
Intangible asset amortization
|
(4.3
|
)
|
|
(3.1
|
)
|
|
(8.2
|
)
|
|
(6.5
|
)
|
||||
|
Impairment, restructuring and other
|
47.0
|
|
|
(4.8
|
)
|
|
40.5
|
|
|
(13.3
|
)
|
||||
|
Costs related to refinancing
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
—
|
|
||||
|
Interest expense
|
(19.1
|
)
|
|
(15.0
|
)
|
|
(35.4
|
)
|
|
(24.7
|
)
|
||||
|
Consolidated
|
$
|
350.1
|
|
|
$
|
216.6
|
|
|
$
|
227.3
|
|
|
$
|
100.0
|
|
|
Period
|
Total Number of
Common Shares
Purchased(1)
|
|
Average Price Paid
per Common Share(2)
|
|
Total Number of
Common Shares
Purchased as
Part of Publicly
Announced Plans or
Programs(3)
|
|
Approximate Dollar
Value of Common Shares
That May Yet be
Purchased Under the
Plans or Programs(3)
|
||||||
|
January 3 through January 30
|
241,985
|
|
|
$
|
64.15
|
|
|
240,500
|
|
|
$
|
469,759,550
|
|
|
January 31 through February 27
|
233,080
|
|
|
$
|
65.64
|
|
|
231,700
|
|
|
$
|
454,556,113
|
|
|
February 28 through April 2
|
175,197
|
|
|
$
|
70.95
|
|
|
171,500
|
|
|
$
|
442,394,885
|
|
|
Total
|
650,262
|
|
|
$
|
66.52
|
|
|
643,700
|
|
|
|
||
|
(1)
|
All of the Common Shares purchased during the quarter were purchased in open market transactions. The total number of Common Shares purchased during the quarter includes 6,563 Common Shares purchased by the trustee of the rabbi trust established by the Company as permitted pursuant to the terms of The Scotts Company LLC Executive Retirement Plan (the “ERP”). The ERP is an unfunded, non-qualified deferred compensation plan which, among other things, provides eligible employees the opportunity to defer compensation above specified statutory limits applicable to The Scotts Company LLC Retirement Savings Plan and with respect to any Executive Management Incentive Pay (as defined in the ERP), Performance Award (as defined in the ERP) or other bonus awarded to such eligible employees. Pursuant to the terms of the ERP, each eligible employee has the right to elect an investment fund, including a fund consisting of Common Shares (the “Scotts Miracle-Gro Common Stock Fund”), against which amounts allocated to such employee’s account under the ERP, including employer contributions, will be benchmarked (all ERP accounts are bookkeeping accounts only and do not represent a claim against specific assets of the Company). Amounts allocated to employee accounts under the ERP represent deferred compensation obligations of the Company. The Company established the rabbi trust in order to assist the Company in discharging such deferred compensation obligations. When an eligible employee elects to benchmark some or all of the amounts allocated to such employee’s account against the Scotts Miracle-Gro Common Stock Fund, the trustee of the rabbi trust purchases the number of Common Shares equivalent to the amount so benchmarked. All Common Shares purchased by the trustee are purchased on the open market and are held in the rabbi trust until such time as they are distributed pursuant to the terms of the ERP. All assets of the rabbi trust, including any Common Shares purchased by the trustee, remain, at all times, assets of the Company, subject to the claims of its creditors. The terms of the ERP do not provide for a specified limit on the number of Common Shares that may be purchased by the trustee of the rabbi trust.
|
|
|
|
|
(2)
|
The average price paid per Common Share is calculated on a settlement basis and includes commissions.
|
|
|
|
|
(3)
|
On August 11, 2014, Scotts Miracle-Gro announced that its Board of Directors authorized the repurchase of up to $500 million of Common Shares over a five-year period (starting November 1, 2014 through September 30, 2019). The dollar amounts in the “Approximate Dollar Value of Common Shares That May Yet be Purchased Under the Plans or Programs” column reflect the remaining amounts that were available for repurchase under the $500 million authorized repurchase program.
|
|
|
|
|
|
|
|
THE SCOTTS MIRACLE-GRO COMPANY
|
|
|
|
|
|
Date: May 11, 2016
|
|
/s/ THOMAS RANDAL COLEMAN
|
|
|
|
Printed Name: Thomas Randal Coleman
|
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
|
LOCATION
|
|
|
|
|
|
|
|
10.1
|
|
Amendment No. 1, dated as of February 8, 2016, to Fourth Amended and Restated Credit Agreement dated October 29, 2015, by and among The Scotts Miracle-Gro Company, as a Borrower; the Subsidiary Borrowers (as defined therein); JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Syndication Agents; CoBank, ACB, Mizuho Bank, LTD., Coöperatieve Rabobank U.S., New York Branch (formerly known as Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New
York Branch), TD Bank N.A. and U.S. Bank National Association, as Co-Documentation Agents; and the several other banks and other financial institutions from
time to time parties thereto
|
|
Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended January 2, 2016 filed February 11, 2016 [Exhibit 10.3]
|
|
|
|
|
|
|
|
10.2
|
|
Incentive Compensation/Retention Award Agreement, dated February 11, 2016, between The Scotts Miracle-Gro Company and Michael C. Lukemire
|
|
*
|
|
|
|
|
|
|
|
10.3
|
|
Consulting Agreement, dated February 12, 2016, between The Scotts Company LLC and Hanft Projects LLC
|
|
*
|
|
|
|
|
|
|
|
10.4
|
|
Form of Aircraft Time Sharing Agreement for Executive Officers
|
|
*
|
|
|
|
|
|
|
|
10.5
|
|
Waiver and First Amendment to Amended and Restated Master Accounts Receivable Purchase Agreement, dated as of March 23, 2016, among The Scotts Miracle-Gro Company, The Scotts Company LLC, the Banks party thereto and Mizuho Bank, Ltd., as Administrative Agent
|
|
Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed March 29, 2016
[Exhibit 10.1]
|
|
|
|
|
|
|
|
21
|
|
Subsidiaries of The Scotts Miracle-Gro Company
|
|
*
|
|
|
|
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certifications (Principal Executive Officer)
|
|
*
|
|
|
|
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certifications (Principal Financial Officer)
|
|
*
|
|
|
|
|
|
|
|
32
|
|
Section 1350 Certifications (Principal Executive Officer and Principal Financial Officer)
|
|
*
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
*
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
*
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
*
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
*
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
*
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
*
|
|
*
|
Filed or furnished herewith
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Suppliers
| Supplier name | Ticker |
|---|---|
| NioCorp Developments Ltd. | NIOBF |
| Bioxytran, Inc. | BIXT |
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|