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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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Emerging growth company
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o
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Class
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Outstanding at May 5, 2017
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Common Shares, $0.01 stated value, no par value
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59,571,630 Common Shares
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THE SCOTTS MIRACLE-GRO COMPANY
INDEX
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PAGE NO.
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Financial Statements
(Unaudited)
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Item 5.
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THREE MONTHS ENDED
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SIX MONTHS ENDED
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||||||||||||
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APRIL 1,
2017 |
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APRIL 2,
2016 |
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APRIL 1,
2017 |
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APRIL 2,
2016 |
||||||||
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Net sales
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$
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1,203.5
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$
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1,245.2
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$
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1,450.3
|
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$
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1,439.7
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Cost of sales
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701.1
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|
723.5
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903.7
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896.3
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||||
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Cost of sales—impairment, restructuring and other
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—
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0.1
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—
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5.1
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||||
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Gross profit
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502.4
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521.6
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546.6
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538.3
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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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197.8
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200.9
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316.9
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314.2
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||||
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Impairment, restructuring and other
|
3.3
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|
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(47.2
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)
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4.7
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(45.9
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)
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||||
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Other income, net
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(0.6
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)
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(1.3
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)
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(6.0
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)
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(1.5
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)
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||||
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Income from operations
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301.9
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369.2
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|
231.0
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|
271.5
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||||
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Equity in loss of unconsolidated affiliates
|
24.1
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—
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37.3
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—
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||||
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Costs related to refinancing
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—
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—
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—
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8.8
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||||
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Interest expense
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21.5
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19.1
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37.1
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|
35.4
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||||
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Income from continuing operations before income taxes
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256.3
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350.1
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156.6
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227.3
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||||
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Income tax expense from continuing operations
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91.0
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124.3
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55.6
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80.7
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Income from continuing operations
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165.3
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225.8
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101.0
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146.6
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||||
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Loss from discontinued operations, net of tax
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(0.1
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)
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(16.0
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)
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(0.7
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)
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(17.5
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)
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||||
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Net income
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$
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165.2
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$
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209.8
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$
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100.3
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$
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129.1
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Net (income) loss attributable to noncontrolling interest
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(0.1
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)
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0.3
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(0.5
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)
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(0.1
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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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165.1
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$
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210.1
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$
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99.8
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$
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129.0
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||||||||
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Basic income per common share:
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Income from continuing operations
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$
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2.76
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$
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3.68
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$
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1.68
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$
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2.39
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Loss from discontinued operations
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—
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(0.26
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)
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(0.01
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)
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(0.29
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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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2.76
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$
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3.42
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$
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1.67
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$
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2.10
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Weighted-average common shares outstanding during the period
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59.8
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61.4
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60.0
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61.4
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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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2.73
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$
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3.64
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$
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1.65
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$
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2.35
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Loss from discontinued operations
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—
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(0.26
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)
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(0.01
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)
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(0.28
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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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2.73
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$
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3.38
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$
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1.64
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$
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2.07
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Weighted-average common shares outstanding during the period plus dilutive potential common shares
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60.6
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62.2
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60.9
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|
62.4
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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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0.500
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$
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0.470
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$
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1.000
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$
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0.940
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THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
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|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
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Net income
|
$
|
165.2
|
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|
$
|
209.8
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$
|
100.3
|
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$
|
129.1
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|
|
Other comprehensive income:
|
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||||||||
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Net foreign currency translation adjustment
|
1.8
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|
0.3
|
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|
(2.2
|
)
|
|
(2.5
|
)
|
||||
|
Net unrealized gain (loss) on derivative instruments, net of tax of $0.0, $1.8, $1.9 and $1.0, respectively
|
—
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(2.9
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)
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3.0
|
|
|
(1.6
|
)
|
||||
|
Reclassification of net unrealized losses on derivatives to net income, net of tax of $0.7, $1.7, $0.9 and $2.2, respectively
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1.1
|
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|
2.8
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|
1.5
|
|
|
3.6
|
|
||||
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Reclassification of net pension and post-retirement benefit loss to net income, net of tax of $0.3, $0.1, $0.6 and $0.4, respectively
|
0.5
|
|
|
0.2
|
|
|
0.9
|
|
|
0.7
|
|
||||
|
Total other comprehensive income
|
3.4
|
|
|
0.4
|
|
|
3.2
|
|
|
0.2
|
|
||||
|
Comprehensive income
|
$
|
168.6
|
|
|
$
|
210.2
|
|
|
$
|
103.5
|
|
|
$
|
129.3
|
|
|
|
SIX MONTHS ENDED
|
||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||
|
OPERATING ACTIVITIES
|
|
|
|
||||
|
Net income
|
$
|
100.3
|
|
|
$
|
129.1
|
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
||||
|
Costs related to refinancing
|
—
|
|
|
2.2
|
|
||
|
Share-based compensation expense
|
15.1
|
|
|
11.3
|
|
||
|
Depreciation
|
27.6
|
|
|
27.3
|
|
||
|
Amortization
|
12.3
|
|
|
9.5
|
|
||
|
(Gain) loss on long-lived assets
|
0.8
|
|
|
(0.3
|
)
|
||
|
Adjustment to gain on contribution of SLS Business
|
(0.3
|
)
|
|
—
|
|
||
|
Equity in loss and distributions from unconsolidated affiliates
|
39.5
|
|
|
—
|
|
||
|
Changes in assets and liabilities, net of acquired businesses:
|
|
|
|
||||
|
Accounts receivable
|
(749.9
|
)
|
|
(834.6
|
)
|
||
|
Inventories
|
(207.9
|
)
|
|
(224.3
|
)
|
||
|
Prepaid and other assets
|
(29.0
|
)
|
|
(48.2
|
)
|
||
|
Accounts payable
|
167.1
|
|
|
105.0
|
|
||
|
Other current liabilities
|
148.1
|
|
|
207.5
|
|
||
|
Restructuring reserves
|
(14.6
|
)
|
|
(8.9
|
)
|
||
|
Other non-current items
|
(7.0
|
)
|
|
(2.8
|
)
|
||
|
Other, net
|
0.1
|
|
|
(0.6
|
)
|
||
|
Net cash used in operating activities
|
(497.8
|
)
|
|
(627.8
|
)
|
||
|
|
|
|
|
||||
|
INVESTING ACTIVITIES
|
|
|
|
||||
|
Proceeds from sale of long-lived assets
|
4.8
|
|
|
0.2
|
|
||
|
Investments in property, plant and equipment
|
(32.8
|
)
|
|
(24.4
|
)
|
||
|
Investments in loans receivable
|
—
|
|
|
(72.0
|
)
|
||
|
Investments in unconsolidated affiliates
|
(0.2
|
)
|
|
(2.0
|
)
|
||
|
Investments in acquired businesses, net of cash acquired
|
(77.9
|
)
|
|
—
|
|
||
|
Net cash used in investing activities
|
(106.1
|
)
|
|
(98.2
|
)
|
||
|
|
|
|
|
||||
|
FINANCING ACTIVITIES
|
|
|
|
||||
|
Borrowings under revolving and bank lines of credit and term loans
|
944.6
|
|
|
1,573.2
|
|
||
|
Repayments under revolving and bank lines of credit and term loans
|
(395.0
|
)
|
|
(959.8
|
)
|
||
|
Proceeds from issuance of 5.250% Senior Notes
|
250.0
|
|
|
—
|
|
||
|
Proceeds from issuance of 6.000% Senior Notes
|
—
|
|
|
400.0
|
|
||
|
Repayment of 6.625% Senior Notes
|
—
|
|
|
(200.0
|
)
|
||
|
Financing and issuance fees
|
(3.9
|
)
|
|
(10.5
|
)
|
||
|
Dividends paid
|
(59.9
|
)
|
|
(57.7
|
)
|
||
|
Distribution paid by AeroGrow to noncontrolling interest
|
(8.1
|
)
|
|
—
|
|
||
|
Purchase of Common Shares
|
(90.4
|
)
|
|
(42.8
|
)
|
||
|
Payments on seller notes
|
(13.2
|
)
|
|
(2.3
|
)
|
||
|
Excess tax benefits from share-based payment arrangements
|
4.0
|
|
|
4.2
|
|
||
|
Cash received from the exercise of stock options
|
1.7
|
|
|
9.2
|
|
||
|
Net cash provided by financing activities
|
629.8
|
|
|
713.5
|
|
||
|
Effect of exchange rate changes on cash
|
(1.7
|
)
|
|
(1.6
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
24.2
|
|
|
(14.1
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
50.1
|
|
|
71.4
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
74.3
|
|
|
$
|
57.3
|
|
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
SEPTEMBER 30,
2016 |
||||||
|
ASSETS
|
|||||||||||
|
Current assets:
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
$
|
74.3
|
|
|
$
|
57.3
|
|
|
$
|
50.1
|
|
|
Accounts receivable, less allowances of $9.0, $14.9 and $7.2, respectively
|
1,121.3
|
|
|
954.7
|
|
|
196.4
|
|
|||
|
Accounts receivable pledged
|
—
|
|
|
208.4
|
|
|
174.7
|
|
|||
|
Inventories
|
658.5
|
|
|
619.6
|
|
|
448.2
|
|
|||
|
Assets held for sale
|
—
|
|
|
208.7
|
|
|
—
|
|
|||
|
Prepaid and other current assets
|
155.5
|
|
|
160.1
|
|
|
122.3
|
|
|||
|
Total current assets
|
2,009.6
|
|
|
2,208.8
|
|
|
991.7
|
|
|||
|
Investment in unconsolidated affiliates
|
59.9
|
|
|
—
|
|
|
101.0
|
|
|||
|
Property, plant and equipment, net of accumulated depreciation of $636.2, $614.5 and $633.3, respectively
|
460.9
|
|
|
436.3
|
|
|
470.8
|
|
|||
|
Goodwill
|
401.9
|
|
|
284.9
|
|
|
373.2
|
|
|||
|
Intangible assets, net
|
785.7
|
|
|
646.8
|
|
|
750.9
|
|
|||
|
Other assets
|
120.4
|
|
|
102.5
|
|
|
115.2
|
|
|||
|
Total assets
|
$
|
3,838.4
|
|
|
$
|
3,679.3
|
|
|
$
|
2,802.8
|
|
|
|
|
|
|
|
|
||||||
|
LIABILITIES AND EQUITY
|
|||||||||||
|
Current liabilities:
|
|
|
|
|
|
||||||
|
Current portion of debt
|
$
|
32.1
|
|
|
$
|
202.9
|
|
|
$
|
185.0
|
|
|
Accounts payable
|
322.6
|
|
|
293.8
|
|
|
165.9
|
|
|||
|
Liabilities held for sale
|
—
|
|
|
62.1
|
|
|
—
|
|
|||
|
Other current liabilities
|
390.0
|
|
|
427.1
|
|
|
242.2
|
|
|||
|
Total current liabilities
|
744.7
|
|
|
985.9
|
|
|
593.1
|
|
|||
|
Long-term debt
|
2,055.1
|
|
|
1,758.5
|
|
|
1,125.1
|
|
|||
|
Other liabilities
|
347.2
|
|
|
247.0
|
|
|
350.3
|
|
|||
|
Total liabilities
|
3,147.0
|
|
|
2,991.4
|
|
|
2,068.5
|
|
|||
|
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||||||
|
Equity:
|
|
|
|
|
|
||||||
|
Common shares and capital in excess of $.01 stated value per share; 59.6, 61.2 and 60.3 shares issued and outstanding, respectively
|
399.8
|
|
|
401.9
|
|
|
401.7
|
|
|||
|
Retained earnings
|
921.0
|
|
|
756.4
|
|
|
881.8
|
|
|||
|
Treasury shares, at cost; 8.5, 6.9 and 7.8 shares, respectively
|
(528.2
|
)
|
|
(376.3
|
)
|
|
(451.4
|
)
|
|||
|
Accumulated other comprehensive loss
|
(113.7
|
)
|
|
(106.6
|
)
|
|
(116.9
|
)
|
|||
|
Total equity—controlling interest
|
678.9
|
|
|
675.4
|
|
|
715.2
|
|
|||
|
Noncontrolling interest
|
12.5
|
|
|
12.5
|
|
|
19.1
|
|
|||
|
Total equity
|
691.4
|
|
|
687.9
|
|
|
734.3
|
|
|||
|
Total liabilities and equity
|
$
|
3,838.4
|
|
|
$
|
3,679.3
|
|
|
$
|
2,802.8
|
|
|
|
SIX MONTHS ENDED
|
||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||
|
|
(In millions)
|
||||||
|
Interest paid
|
$
|
(26.5
|
)
|
|
$
|
(23.0
|
)
|
|
Call premium on 6.625% Senior Notes
|
—
|
|
|
(6.6
|
)
|
||
|
Income taxes paid
|
(3.2
|
)
|
|
(2.2
|
)
|
||
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
40.9
|
|
|
$
|
—
|
|
|
$
|
92.0
|
|
|
Operating costs
|
—
|
|
|
55.7
|
|
|
—
|
|
|
107.1
|
|
||||
|
Impairment, restructuring and other
|
0.1
|
|
|
10.6
|
|
|
0.7
|
|
|
13.6
|
|
||||
|
Other income, net
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(1.5
|
)
|
||||
|
Adjustment to gain on contribution of SLS Business
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
|
Loss from discontinued operations before income taxes
|
(0.1
|
)
|
|
(24.7
|
)
|
|
(1.0
|
)
|
|
(27.2
|
)
|
||||
|
Income tax benefit from discontinued operations
|
—
|
|
|
(8.7
|
)
|
|
(0.3
|
)
|
|
(9.7
|
)
|
||||
|
Loss from discontinued operations, net of tax
|
$
|
(0.1
|
)
|
|
$
|
(16.0
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(17.5
|
)
|
|
Accounts receivable, net
|
$
|
17.2
|
|
|
Inventories
|
13.8
|
|
|
|
Prepaid and other assets
|
13.1
|
|
|
|
Property, plant and equipment, net
|
8.4
|
|
|
|
Goodwill and intangible assets, net
|
156.2
|
|
|
|
Assets held for sale
|
$
|
208.7
|
|
|
|
|
||
|
Current portion of debt
|
$
|
0.3
|
|
|
Accounts payable
|
4.5
|
|
|
|
Other current liabilities
|
52.1
|
|
|
|
Long-term debt
|
3.3
|
|
|
|
Other liabilities
|
1.9
|
|
|
|
Liabilities held for sale
|
$
|
62.1
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||
|
|
APRIL 1,
2017 |
|
APRIL 1,
2017 |
||||
|
|
(in millions)
|
||||||
|
Net sales
|
$
|
154.7
|
|
|
$
|
406.8
|
|
|
Gross margin
|
9.7
|
|
|
70.8
|
|
||
|
Depreciation and amortization
|
36.6
|
|
|
56.8
|
|
||
|
Interest expense
|
16.6
|
|
|
33.5
|
|
||
|
Selling, general, administrative and other
|
36.6
|
|
|
78.0
|
|
||
|
Restructuring and other charges
|
—
|
|
|
26.6
|
|
||
|
Net loss
|
$
|
(80.1
|
)
|
|
$
|
(124.1
|
)
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Cost of sales—impairment, restructuring and other:
|
|
|
|
|
|
|
|
||||||||
|
Restructuring and other charges
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
5.1
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
|
Restructuring and other charges (recoveries)
|
3.3
|
|
|
(47.2
|
)
|
|
4.7
|
|
|
(45.9
|
)
|
||||
|
Impairment, restructuring and other charges (recoveries) from continuing operations
|
$
|
3.3
|
|
|
$
|
(47.1
|
)
|
|
$
|
4.7
|
|
|
$
|
(40.8
|
)
|
|
Restructuring and other charges from discontinued operations
|
0.1
|
|
|
10.6
|
|
|
0.7
|
|
|
13.6
|
|
||||
|
Total impairment, restructuring and other charges (recoveries)
|
$
|
3.4
|
|
|
$
|
(36.5
|
)
|
|
$
|
5.4
|
|
|
$
|
(27.2
|
)
|
|
Amounts reserved for restructuring and other at September 30, 2016
|
$
|
20.8
|
|
|
Restructuring and other charges from continuing operations
|
4.7
|
|
|
|
Restructuring and other charges from discontinued operations
|
0.7
|
|
|
|
Payments and other
|
(20.0
|
)
|
|
|
Amounts reserved for restructuring and other at April 1, 2017
|
$
|
6.2
|
|
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
SEPTEMBER 30,
2016 |
||||||
|
|
(In millions)
|
||||||||||
|
Finished goods
|
$
|
439.0
|
|
|
$
|
419.2
|
|
|
$
|
248.7
|
|
|
Work-in-process
|
58.2
|
|
|
50.4
|
|
|
56.9
|
|
|||
|
Raw materials
|
161.3
|
|
|
150.0
|
|
|
142.6
|
|
|||
|
Total inventories
|
$
|
658.5
|
|
|
$
|
619.6
|
|
|
$
|
448.2
|
|
|
•
|
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. In addition, if the Company makes a bid in connection with a Roundup
®
sale, the then-applicable termination fee would serve as a credit against the purchase price and the Monsanto board of directors would not be permitted to discount the value of the Company’s bid compared to a competing bid as a result of the termination fee discount.
|
|
•
|
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 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Gross commission
|
$
|
46.8
|
|
|
$
|
54.9
|
|
|
$
|
48.2
|
|
|
$
|
54.9
|
|
|
Contribution expenses
|
(5.0
|
)
|
|
(5.0
|
)
|
|
(10.0
|
)
|
|
(10.0
|
)
|
||||
|
Amortization of marketing fee
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||
|
Net commission
|
41.6
|
|
|
49.7
|
|
|
37.8
|
|
|
44.5
|
|
||||
|
Reimbursements associated with Marketing Agreement
|
21.7
|
|
|
22.8
|
|
|
38.3
|
|
|
36.8
|
|
||||
|
Total net sales associated with Marketing Agreement
|
$
|
63.3
|
|
|
$
|
72.5
|
|
|
$
|
76.1
|
|
|
$
|
81.3
|
|
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
SEPTEMBER 30,
2016 |
||||||
|
|
(In millions)
|
||||||||||
|
Credit Facilities:
|
|
|
|
|
|
||||||
|
Revolving loans
|
$
|
1,109.0
|
|
|
$
|
1,075.0
|
|
|
$
|
417.4
|
|
|
Term loans
|
281.3
|
|
|
296.3
|
|
|
288.8
|
|
|||
|
Senior Notes – 5.250%
|
250.0
|
|
|
—
|
|
|
—
|
|
|||
|
Senior Notes – 6.000%
|
400.0
|
|
|
400.0
|
|
|
400.0
|
|
|||
|
Master Accounts Receivable Purchase Agreement
|
—
|
|
|
166.7
|
|
|
138.6
|
|
|||
|
Other
|
56.1
|
|
|
29.7
|
|
|
71.3
|
|
|||
|
Total debt
|
2,096.4
|
|
|
1,967.7
|
|
|
1,316.1
|
|
|||
|
Less current portions
|
32.1
|
|
|
202.9
|
|
|
185.0
|
|
|||
|
Less unamortized debt issuance costs
|
9.2
|
|
|
6.3
|
|
|
6.0
|
|
|||
|
Long-term debt
|
$
|
2,055.1
|
|
|
$
|
1,758.5
|
|
|
$
|
1,125.1
|
|
|
Notional Amount
(in millions)
|
|
Effective
Date (a)
|
|
Expiration
Date
|
|
Fixed
Rate
|
|||
|
$
|
50
|
|
(d)
|
12/6/2012
|
|
9/6/2017
|
|
2.96
|
%
|
|
200
|
|
|
2/7/2014
|
|
11/7/2017
|
|
1.28
|
%
|
|
|
300
|
|
(e)
|
11/21/2016
|
|
6/20/2018
|
|
0.83
|
%
|
|
|
200
|
|
(e)
|
11/7/2016
|
|
8/7/2018
|
|
0.84
|
%
|
|
|
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 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.
|
|
(e)
|
Notional amount adjusts in accordance with a specified seasonal schedule. This represents the maximum notional amount at any point in time.
|
|
|
THREE MONTHS ENDED
|
||||||||||||||||||||||
|
|
APRIL 1, 2017
|
|
APRIL 2, 2016
|
||||||||||||||||||||
|
|
U.S.
Pension
|
|
International
Pension
|
|
U.S.
Medical
|
|
U.S.
Pension
|
|
International
Pension
|
|
U.S.
Medical
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
|
Service cost
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
Interest cost
|
0.7
|
|
|
0.9
|
|
|
0.1
|
|
|
1.1
|
|
|
1.7
|
|
|
0.2
|
|
||||||
|
Expected return on plan assets
|
(1.2
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(2.0
|
)
|
|
—
|
|
||||||
|
Net amortization
|
0.4
|
|
|
0.6
|
|
|
(0.2
|
)
|
|
0.5
|
|
|
0.4
|
|
|
(0.2
|
)
|
||||||
|
Net periodic benefit (income) cost
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
|
SIX MONTHS ENDED
|
||||||||||||||||||||||
|
|
APRIL 1, 2017
|
|
APRIL 2, 2016
|
||||||||||||||||||||
|
|
U.S.
Pension
|
|
International
Pension
|
|
U.S.
Medical
|
|
U.S.
Pension
|
|
International
Pension
|
|
U.S.
Medical
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
|
Service cost
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
Interest cost
|
1.4
|
|
|
1.9
|
|
|
0.3
|
|
|
2.2
|
|
|
3.4
|
|
|
0.5
|
|
||||||
|
Expected return on plan assets
|
(2.4
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(2.5
|
)
|
|
(4.0
|
)
|
|
—
|
|
||||||
|
Net amortization
|
0.8
|
|
|
1.1
|
|
|
(0.4
|
)
|
|
0.9
|
|
|
0.8
|
|
|
(0.5
|
)
|
||||||
|
Net periodic benefit (income) cost
|
$
|
(0.2
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
0.1
|
|
|
$
|
0.6
|
|
|
$
|
0.8
|
|
|
$
|
0.2
|
|
|
|
Common Shares and Capital in Excess of Stated Value
|
|
Retained Earnings
|
|
Treasury Shares
|
|
Accumulated Other Comprehensive Loss
|
|
Total Equity - Controlling Interest
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||||||||||
|
Balance at September 30, 2015
|
$
|
400.4
|
|
|
$
|
684.2
|
|
|
$
|
(357.1
|
)
|
|
$
|
(106.8
|
)
|
|
$
|
620.7
|
|
|
$
|
12.4
|
|
|
$
|
633.1
|
|
|
Net income (loss)
|
—
|
|
|
129.0
|
|
|
—
|
|
|
—
|
|
|
129.0
|
|
|
0.1
|
|
|
129.1
|
|
|||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||||
|
Share-based compensation
|
15.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
|||||||
|
Dividends declared ($0.940 per share)
|
—
|
|
|
(56.8
|
)
|
|
—
|
|
|
—
|
|
|
(56.8
|
)
|
|
—
|
|
|
(56.8
|
)
|
|||||||
|
Treasury share purchases
|
—
|
|
|
—
|
|
|
(42.8
|
)
|
|
—
|
|
|
(42.8
|
)
|
|
—
|
|
|
(42.8
|
)
|
|||||||
|
Treasury share issuances
|
(14.0
|
)
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
9.6
|
|
|
—
|
|
|
9.6
|
|
|||||||
|
Balance at April 2, 2016
|
$
|
401.9
|
|
|
$
|
756.4
|
|
|
$
|
(376.3
|
)
|
|
$
|
(106.6
|
)
|
|
$
|
675.4
|
|
|
$
|
12.5
|
|
|
$
|
687.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Balance at September 30, 2016
|
$
|
401.7
|
|
|
$
|
881.8
|
|
|
$
|
(451.4
|
)
|
|
$
|
(116.9
|
)
|
|
$
|
715.2
|
|
|
$
|
19.1
|
|
|
$
|
734.3
|
|
|
Net income (loss)
|
—
|
|
|
99.8
|
|
|
—
|
|
|
—
|
|
|
99.8
|
|
|
0.5
|
|
|
100.3
|
|
|||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|||||||
|
Share-based compensation
|
19.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.1
|
|
|
—
|
|
|
19.1
|
|
|||||||
|
Dividends declared ($1.000 per share)
|
—
|
|
|
(60.6
|
)
|
|
—
|
|
|
—
|
|
|
(60.6
|
)
|
|
—
|
|
|
(60.6
|
)
|
|||||||
|
Treasury share purchases
|
—
|
|
|
—
|
|
|
(90.6
|
)
|
|
—
|
|
|
(90.6
|
)
|
|
—
|
|
|
(90.6
|
)
|
|||||||
|
Treasury share issuances
|
(20.0
|
)
|
|
—
|
|
|
13.8
|
|
|
—
|
|
|
(6.2
|
)
|
|
—
|
|
|
(6.2
|
)
|
|||||||
|
Adjustment to noncontrolling interest due to ownership change
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
1.0
|
|
|
—
|
|
|||||||
|
Distribution declared by AeroGrow
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.1
|
)
|
|
(8.1
|
)
|
|||||||
|
Balance at April 1, 2017
|
$
|
399.8
|
|
|
$
|
921.0
|
|
|
$
|
(528.2
|
)
|
|
$
|
(113.7
|
)
|
|
$
|
678.9
|
|
|
$
|
12.5
|
|
|
$
|
691.4
|
|
|
|
SIX MONTHS ENDED
|
||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||
|
Employees
|
|
|
|
||||
|
Stock options
|
—
|
|
|
444,890
|
|
||
|
Restricted stock units
|
102,143
|
|
|
70,594
|
|
||
|
Performance units
|
487,674
|
|
|
56,315
|
|
||
|
Board of Directors
|
|
|
|
||||
|
Deferred stock units
|
22,902
|
|
|
26,560
|
|
||
|
Total share-based awards
|
612,719
|
|
|
598,359
|
|
||
|
|
|
|
|
||||
|
Aggregate fair value at grant dates (in millions)
|
$
|
56.9
|
|
|
$
|
16.0
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Share-based compensation
|
$
|
12.8
|
|
|
$
|
9.1
|
|
|
$
|
15.1
|
|
|
$
|
11.3
|
|
|
Tax benefit recognized
|
4.9
|
|
|
3.5
|
|
|
5.8
|
|
|
4.3
|
|
||||
|
|
No. of
Options
|
|
Wtd.
Avg.
Exercise
Price
|
|||
|
Awards outstanding at September 30, 2016
|
1,801,041
|
|
|
$
|
51.38
|
|
|
Exercised
|
(38,757
|
)
|
|
42.95
|
|
|
|
Forfeited
|
(9,587
|
)
|
|
62.86
|
|
|
|
Awards outstanding at April 1, 2017
|
1,752,697
|
|
|
51.44
|
|
|
|
Exercisable
|
928,489
|
|
|
38.30
|
|
|
|
|
|
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
|
|
210,386
|
|
|
1.51
|
|
$
|
20.59
|
|
|
210,386
|
|
|
1.51
|
|
$
|
20.59
|
|
|
$36.37 – $36.86
|
|
157,940
|
|
|
0.60
|
|
36.44
|
|
|
157,940
|
|
|
0.60
|
|
36.44
|
|
||
|
$38.81 – $49.19
|
|
557,647
|
|
|
3.91
|
|
45.39
|
|
|
557,647
|
|
|
3.91
|
|
45.39
|
|
||
|
$63.43 – $68.68
|
|
826,724
|
|
|
8.35
|
|
66.23
|
|
|
2,516
|
|
|
7.83
|
|
63.43
|
|
||
|
|
|
1,752,697
|
|
|
5.42
|
|
51.44
|
|
|
928,489
|
|
|
2.81
|
|
38.30
|
|
||
|
Outstanding
|
$
|
73.5
|
|
|
Exercisable
|
51.2
|
|
|
|
|
No. of
Shares
|
|
Wtd. Avg.
Grant Date
Fair Value
per Share
|
|||
|
Awards outstanding at September 30, 2016
|
305,663
|
|
|
$
|
66.31
|
|
|
Granted
|
125,045
|
|
|
92.66
|
|
|
|
Vested
|
(131,357
|
)
|
|
60.68
|
|
|
|
Forfeited
|
(2,010
|
)
|
|
67.24
|
|
|
|
Awards outstanding at April 1, 2017
|
297,341
|
|
|
79.88
|
|
|
|
|
No. of
Units
|
|
Wtd. Avg.
Grant Date
Fair Value
per Unit
|
|||
|
Awards outstanding at September 30, 2016
|
266,598
|
|
|
$
|
62.52
|
|
|
Granted
(a)
|
487,674
|
|
|
92.95
|
|
|
|
Vested
|
(147,698
|
)
|
|
59.82
|
|
|
|
Forfeited
|
(8,941
|
)
|
|
62.81
|
|
|
|
Awards outstanding at April 1, 2017
|
597,633
|
|
|
88.01
|
|
|
|
(a)
|
Includes
465,461
units issued to certain senior executives as part of the Company’s Project Focus initiative.
|
|
COMMODITY
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
SEPTEMBER 30,
2016 |
|
Urea
|
|
28,500 tons
|
|
21,000 tons
|
|
40,500 tons
|
|
Diesel
|
|
5,544,000 gallons
|
|
5,922,000 gallons
|
|
6,384,000 gallons
|
|
Heating Oil
|
|
1,680,000 gallons
|
|
1,974,000 gallons
|
|
1,722,000 gallons
|
|
|
|
|
|
ASSETS / (LIABILITIES)
|
||||||||||
|
DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS
|
|
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
SEPTEMBER 30,
2016 |
||||||
|
|
BALANCE SHEET LOCATION
|
|
FAIR VALUE
|
|||||||||||
|
|
|
|
|
(In millions)
|
||||||||||
|
Interest rate swap agreements
|
|
Prepaid and other current assets
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Other assets
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
Other current liabilities
|
|
(1.9
|
)
|
|
(5.8
|
)
|
|
(3.3
|
)
|
|||
|
|
|
Other liabilities
|
|
(0.7
|
)
|
|
(5.1
|
)
|
|
(3.1
|
)
|
|||
|
Commodity hedging instruments
|
|
Other current liabilities
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
(0.3
|
)
|
|||
|
Total derivatives designated as hedging instruments
|
|
$
|
(1.3
|
)
|
|
$
|
(11.6
|
)
|
|
$
|
(6.7
|
)
|
||
|
|
|
|
|
|
|
|
|
|
||||||
|
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|
BALANCE SHEET LOCATION
|
|
|
|
|
|
|
||||||
|
Currency forward contracts
|
|
Prepaid and other current assets
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
|
|
Other current liabilities
|
|
(4.0
|
)
|
|
(0.2
|
)
|
|
(0.8
|
)
|
|||
|
Commodity hedging instruments
|
|
Other current liabilities
|
|
(0.1
|
)
|
|
(3.8
|
)
|
|
(0.1
|
)
|
|||
|
Total derivatives not designated as hedging instruments
|
|
(3.6
|
)
|
|
(4.0
|
)
|
|
0.3
|
|
|||||
|
Total derivatives
|
|
$
|
(4.9
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
(6.4
|
)
|
||
|
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
|
|
AMOUNT OF GAIN / (LOSS) RECOGNIZED IN AOCI
|
||||||||||||||
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
|||||||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|||||||||
|
|
|
(In millions)
|
||||||||||||||
|
Interest rate swap agreements
|
|
$
|
0.4
|
|
|
$
|
(2.6
|
)
|
|
$
|
2.5
|
|
|
$
|
(0.9
|
)
|
|
Commodity hedging instruments
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
0.5
|
|
|
(0.7
|
)
|
||||
|
Total
|
|
$
|
—
|
|
|
$
|
(2.9
|
)
|
|
$
|
3.0
|
|
|
$
|
(1.6
|
)
|
|
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
|
|
RECLASSIFIED FROM AOCI INTO
STATEMENT OF OPERATIONS
|
|
AMOUNT OF GAIN / (LOSS)
|
||||||||||||||
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||||||
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||||||
|
|
|
|
|
(In millions)
|
||||||||||||||
|
Interest rate swap agreements
|
|
Interest expense
|
|
$
|
(0.9
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(3.2
|
)
|
|
Commodity hedging instruments
|
|
Cost of sales
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
||||
|
Total
|
|
$
|
(1.1
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(3.6
|
)
|
||
|
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|
RECOGNIZED IN
STATEMENT OF OPERATIONS
|
|
AMOUNT OF GAIN / (LOSS)
|
||||||||||||||
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||||||
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||||||
|
|
|
|
|
(In millions)
|
||||||||||||||
|
Currency forward contracts
|
|
Other income, net
|
|
$
|
(2.2
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
7.0
|
|
|
$
|
(1.1
|
)
|
|
Commodity hedging instruments
|
|
Cost of sales
|
|
(0.9
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(4.3
|
)
|
||||
|
Total
|
|
$
|
(3.1
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
7.0
|
|
|
$
|
(5.4
|
)
|
||
|
|
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
|
$
|
17.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.7
|
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swap agreements
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
||||
|
Currency forward contracts
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||
|
Other
|
14.5
|
|
|
—
|
|
|
10.9
|
|
|
25.4
|
|
||||
|
Total
|
$
|
32.2
|
|
|
$
|
2.0
|
|
|
$
|
10.9
|
|
|
$
|
45.1
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
(2.6
|
)
|
|
$
|
—
|
|
|
$
|
(2.6
|
)
|
|
Currency forward contracts
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||
|
Commodity hedging instruments
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||
|
Long-term debt
|
—
|
|
|
—
|
|
|
(37.2
|
)
|
|
(37.2
|
)
|
||||
|
Total
|
$
|
—
|
|
|
$
|
(6.9
|
)
|
|
$
|
(37.2
|
)
|
|
$
|
(44.1
|
)
|
|
|
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
|
$
|
11.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.5
|
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
|
Currency forward contracts
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||
|
Other
|
11.8
|
|
|
—
|
|
|
10.9
|
|
|
22.7
|
|
||||
|
Total
|
$
|
23.3
|
|
|
$
|
1.2
|
|
|
$
|
10.9
|
|
|
$
|
35.4
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
(6.4
|
)
|
|
$
|
—
|
|
|
$
|
(6.4
|
)
|
|
Currency forward contracts
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||
|
Commodity hedging instruments
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
|
Long-term debt
|
—
|
|
|
—
|
|
|
(38.3
|
)
|
|
(38.3
|
)
|
||||
|
Total
|
$
|
—
|
|
|
$
|
(7.6
|
)
|
|
$
|
(38.3
|
)
|
|
$
|
(45.9
|
)
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Net sales:
|
|
|
|
|
|
|
|
||||||||
|
U.S. Consumer
|
$
|
962.5
|
|
|
$
|
1,039.7
|
|
|
$
|
1,088.0
|
|
|
$
|
1,152.9
|
|
|
Europe Consumer
|
105.3
|
|
|
115.0
|
|
|
129.7
|
|
|
140.7
|
|
||||
|
Other
|
135.7
|
|
|
90.5
|
|
|
232.6
|
|
|
146.1
|
|
||||
|
Consolidated
|
$
|
1,203.5
|
|
|
$
|
1,245.2
|
|
|
$
|
1,450.3
|
|
|
$
|
1,439.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Segment Profit (Loss):
|
|
|
|
|
|
|
|
||||||||
|
U.S. Consumer
|
$
|
313.8
|
|
|
$
|
336.0
|
|
|
$
|
275.8
|
|
|
$
|
281.8
|
|
|
Europe Consumer
|
18.3
|
|
|
21.6
|
|
|
9.9
|
|
|
12.4
|
|
||||
|
Other
|
15.1
|
|
|
4.6
|
|
|
20.7
|
|
|
5.1
|
|
||||
|
Total Segment Profit
|
347.2
|
|
|
362.2
|
|
|
306.4
|
|
|
299.3
|
|
||||
|
Corporate
|
(35.9
|
)
|
|
(35.7
|
)
|
|
(58.8
|
)
|
|
(60.1
|
)
|
||||
|
Intangible asset amortization
|
(6.1
|
)
|
|
(4.3
|
)
|
|
(11.9
|
)
|
|
(8.2
|
)
|
||||
|
Impairment, restructuring and other
|
(3.3
|
)
|
|
47.0
|
|
|
(4.7
|
)
|
|
40.5
|
|
||||
|
Equity in loss of unconsolidated affiliates
(a)
|
(24.1
|
)
|
|
—
|
|
|
(37.3
|
)
|
|
—
|
|
||||
|
Costs related to refinancing
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
||||
|
Interest expense
|
(21.5
|
)
|
|
(19.1
|
)
|
|
(37.1
|
)
|
|
(35.4
|
)
|
||||
|
Income from continuing operations before income taxes
|
$
|
256.3
|
|
|
$
|
350.1
|
|
|
$
|
156.6
|
|
|
$
|
227.3
|
|
|
(a)
|
Included within loss of unconsolidated affiliates for the
three
and
six
months ended
April 1, 2017
are charges of
$2.1 million
and
$11.7 million
, respectively, which represent the Company’s share of restructuring and other charges incurred by the TruGreen Joint Venture.
|
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
SEPTEMBER 30,
2016 |
||||||
|
|
(In millions)
|
||||||||||
|
Total assets:
|
|
|
|
|
|
||||||
|
U.S. Consumer
|
$
|
2,601.3
|
|
|
$
|
2,636.0
|
|
|
$
|
1,770.7
|
|
|
Europe Consumer
|
275.1
|
|
|
322.6
|
|
|
192.1
|
|
|||
|
Other
|
726.4
|
|
|
367.8
|
|
|
568.1
|
|
|||
|
Corporate
|
235.6
|
|
|
144.2
|
|
|
271.9
|
|
|||
|
Assets held for sale
|
—
|
|
|
208.7
|
|
|
—
|
|
|||
|
Consolidated
|
$
|
3,838.4
|
|
|
$
|
3,679.3
|
|
|
$
|
2,802.8
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
998.8
|
|
|
$
|
204.7
|
|
|
$
|
—
|
|
|
$
|
1,203.5
|
|
|
Cost of sales
|
—
|
|
|
558.4
|
|
|
142.7
|
|
|
—
|
|
|
701.1
|
|
|||||
|
Gross profit
|
—
|
|
|
440.4
|
|
|
62.0
|
|
|
—
|
|
|
502.4
|
|
|||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Selling, general and administrative
|
—
|
|
|
156.0
|
|
|
41.4
|
|
|
0.4
|
|
|
197.8
|
|
|||||
|
Impairment, restructuring and other
|
—
|
|
|
3.7
|
|
|
(0.4
|
)
|
|
—
|
|
|
3.3
|
|
|||||
|
Other (income) loss, net
|
(0.2
|
)
|
|
(1.1
|
)
|
|
0.7
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
|
Income (loss) from operations
|
0.2
|
|
|
281.8
|
|
|
20.3
|
|
|
(0.4
|
)
|
|
301.9
|
|
|||||
|
Equity (income) loss in subsidiaries
|
(173.8
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
182.1
|
|
|
—
|
|
|||||
|
Other non-operating (income) loss
|
(7.5
|
)
|
|
—
|
|
|
(4.0
|
)
|
|
11.5
|
|
|
—
|
|
|||||
|
Equity in (income) loss of unconsolidated affiliates
|
—
|
|
|
24.0
|
|
|
0.1
|
|
|
—
|
|
|
24.1
|
|
|||||
|
Interest expense
|
20.5
|
|
|
11.4
|
|
|
1.1
|
|
|
(11.5
|
)
|
|
21.5
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
161.0
|
|
|
254.7
|
|
|
23.1
|
|
|
(182.5
|
)
|
|
256.3
|
|
|||||
|
Income tax (benefit) expense from continuing operations
|
(4.6
|
)
|
|
87.4
|
|
|
8.2
|
|
|
—
|
|
|
91.0
|
|
|||||
|
Income (loss) from continuing operations
|
165.6
|
|
|
167.3
|
|
|
14.9
|
|
|
(182.5
|
)
|
|
165.3
|
|
|||||
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
|
Net income (loss)
|
$
|
165.6
|
|
|
$
|
167.2
|
|
|
$
|
14.9
|
|
|
$
|
(182.5
|
)
|
|
$
|
165.2
|
|
|
Net (income) loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||
|
Net income (loss) attributable to controlling interest
|
$
|
165.6
|
|
|
$
|
167.2
|
|
|
$
|
14.9
|
|
|
$
|
(182.6
|
)
|
|
$
|
165.1
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net sales
|
$
|
—
|
|
|
$
|
1,144.3
|
|
|
$
|
306.0
|
|
|
$
|
—
|
|
|
$
|
1,450.3
|
|
|
Cost of sales
|
—
|
|
|
684.8
|
|
|
218.9
|
|
|
—
|
|
|
903.7
|
|
|||||
|
Gross profit
|
—
|
|
|
459.5
|
|
|
87.1
|
|
|
—
|
|
|
546.6
|
|
|||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Selling, general and administrative
|
—
|
|
|
241.8
|
|
|
74.4
|
|
|
0.7
|
|
|
316.9
|
|
|||||
|
Impairment, restructuring and other
|
—
|
|
|
5.1
|
|
|
(0.4
|
)
|
|
—
|
|
|
4.7
|
|
|||||
|
Other (income) loss, net
|
(0.4
|
)
|
|
(6.4
|
)
|
|
0.8
|
|
|
—
|
|
|
(6.0
|
)
|
|||||
|
Income (loss) from operations
|
0.4
|
|
|
219.0
|
|
|
12.3
|
|
|
(0.7
|
)
|
|
231.0
|
|
|||||
|
Equity (income) loss in subsidiaries
|
(115.4
|
)
|
|
(7.0
|
)
|
|
—
|
|
|
122.4
|
|
|
—
|
|
|||||
|
Other non-operating (income) loss
|
(11.8
|
)
|
|
—
|
|
|
(9.9
|
)
|
|
21.7
|
|
|
—
|
|
|||||
|
Equity in (income) loss of unconsolidated affiliates
|
—
|
|
|
37.2
|
|
|
0.1
|
|
|
—
|
|
|
37.3
|
|
|||||
|
Interest expense
|
35.3
|
|
|
21.3
|
|
|
2.2
|
|
|
(21.7
|
)
|
|
37.1
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
92.3
|
|
|
167.5
|
|
|
19.9
|
|
|
(123.1
|
)
|
|
156.6
|
|
|||||
|
Income tax (benefit) expense from continuing operations
|
(8.2
|
)
|
|
56.8
|
|
|
7.0
|
|
|
—
|
|
|
55.6
|
|
|||||
|
Income (loss) from continuing operations
|
100.5
|
|
|
110.7
|
|
|
12.9
|
|
|
(123.1
|
)
|
|
101.0
|
|
|||||
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
|
Net income (loss)
|
$
|
100.5
|
|
|
$
|
110.0
|
|
|
$
|
12.9
|
|
|
$
|
(123.1
|
)
|
|
$
|
100.3
|
|
|
Net (income) loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||||
|
Net income (loss) attributable to controlling interest
|
$
|
100.5
|
|
|
$
|
110.0
|
|
|
$
|
12.9
|
|
|
$
|
(123.6
|
)
|
|
$
|
99.8
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
$
|
165.6
|
|
|
$
|
167.2
|
|
|
$
|
14.9
|
|
|
$
|
(182.5
|
)
|
|
$
|
165.2
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net foreign currency translation adjustment
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
(1.8
|
)
|
|
1.8
|
|
|||||
|
Net change in derivatives
|
1.1
|
|
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|
1.1
|
|
|||||
|
Net change in pension and other post-retirement benefits
|
0.5
|
|
|
0.3
|
|
|
0.2
|
|
|
(0.5
|
)
|
|
0.5
|
|
|||||
|
Total other comprehensive income (loss)
|
3.4
|
|
|
0.1
|
|
|
2.0
|
|
|
(2.1
|
)
|
|
3.4
|
|
|||||
|
Comprehensive income (loss)
|
$
|
169.0
|
|
|
$
|
167.3
|
|
|
$
|
16.9
|
|
|
$
|
(184.6
|
)
|
|
$
|
168.6
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
$
|
100.5
|
|
|
$
|
110.0
|
|
|
$
|
12.9
|
|
|
$
|
(123.1
|
)
|
|
$
|
100.3
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net foreign currency translation adjustment
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
|
2.2
|
|
|
(2.2
|
)
|
|||||
|
Net change in derivatives
|
4.5
|
|
|
0.8
|
|
|
—
|
|
|
(0.8
|
)
|
|
4.5
|
|
|||||
|
Net change in pension and other post-retirement benefits
|
0.9
|
|
|
0.3
|
|
|
0.6
|
|
|
(0.9
|
)
|
|
0.9
|
|
|||||
|
Total other comprehensive income (loss)
|
3.2
|
|
|
1.1
|
|
|
(1.6
|
)
|
|
0.5
|
|
|
3.2
|
|
|||||
|
Comprehensive income (loss)
|
$
|
103.7
|
|
|
$
|
111.1
|
|
|
$
|
11.3
|
|
|
$
|
(122.6
|
)
|
|
$
|
103.5
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
$
|
(17.0
|
)
|
|
$
|
(386.6
|
)
|
|
$
|
(94.2
|
)
|
|
$
|
—
|
|
|
$
|
(497.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
INVESTING ACTIVITIES
(a)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Proceeds from sale of long-lived assets
|
—
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
|||||
|
Investments in property, plant and equipment
|
—
|
|
|
(27.8
|
)
|
|
(5.0
|
)
|
|
—
|
|
|
(32.8
|
)
|
|||||
|
Distributions from (investments in) unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
|
Investments in acquired businesses, net of cash acquired
|
—
|
|
|
(1.5
|
)
|
|
(76.4
|
)
|
|
—
|
|
|
(77.9
|
)
|
|||||
|
Return of investments from affiliates
|
351.5
|
|
|
32.4
|
|
|
—
|
|
|
(383.9
|
)
|
|
—
|
|
|||||
|
Investing cash flows from (to) affiliates
|
(436.1
|
)
|
|
(276.9
|
)
|
|
—
|
|
|
713.0
|
|
|
—
|
|
|||||
|
Net cash provided by (used in) investing activities
|
(84.6
|
)
|
|
(269.0
|
)
|
|
(81.6
|
)
|
|
329.1
|
|
|
(106.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Borrowings under revolving and bank lines of credit and term loans
|
—
|
|
|
806.2
|
|
|
138.4
|
|
|
—
|
|
|
944.6
|
|
|||||
|
Repayments under revolving and bank lines of credit and term loans
|
—
|
|
|
(232.3
|
)
|
|
(162.7
|
)
|
|
—
|
|
|
(395.0
|
)
|
|||||
|
Proceeds from issuance of 5.250% Senior Notes
|
250.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250.0
|
|
|||||
|
Financing and issuance fees
|
(3.8
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
|||||
|
Dividends paid
|
(59.9
|
)
|
|
(351.5
|
)
|
|
—
|
|
|
351.5
|
|
|
(59.9
|
)
|
|||||
|
Distribution paid by AeroGrow
|
—
|
|
|
—
|
|
|
(40.5
|
)
|
|
32.4
|
|
|
(8.1
|
)
|
|||||
|
Purchase of Common Shares
|
(90.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90.4
|
)
|
|||||
|
Payments on seller notes
|
—
|
|
|
—
|
|
|
(13.2
|
)
|
|
—
|
|
|
(13.2
|
)
|
|||||
|
Excess tax benefits from share-based payment arrangements
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|||||
|
Cash received from the exercise of stock options
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|||||
|
Financing cash flows from (to) affiliates
|
—
|
|
|
436.1
|
|
|
276.9
|
|
|
(713.0
|
)
|
|
—
|
|
|||||
|
Net cash provided by (used in) financing activities
|
101.6
|
|
|
658.4
|
|
|
198.9
|
|
|
(329.1
|
)
|
|
629.8
|
|
|||||
|
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
2.8
|
|
|
21.4
|
|
|
—
|
|
|
24.2
|
|
|||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
2.7
|
|
|
47.4
|
|
|
—
|
|
|
50.1
|
|
|||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
68.8
|
|
|
$
|
—
|
|
|
$
|
74.3
|
|
|
(a)
|
Cash received by the Parent from the Guarantors and Non-Guarantors in the form of dividends in the amount of
$351.5 million
represent return of investments and are included in cash flows from investing activities. Cash received by the Guarantors from the Non-Guarantors in the form of distributions in the amount of
$32.4 million
represent return of investments and are included in cash flows from investing activities.
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
ASSETS
|
|||||||||||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
68.8
|
|
|
$
|
—
|
|
|
$
|
74.3
|
|
|
Accounts receivable, net
|
—
|
|
|
900.8
|
|
|
220.5
|
|
|
—
|
|
|
1,121.3
|
|
|||||
|
Inventories
|
—
|
|
|
500.7
|
|
|
157.8
|
|
|
—
|
|
|
658.5
|
|
|||||
|
Prepaid and other current assets
|
0.7
|
|
|
106.9
|
|
|
47.9
|
|
|
—
|
|
|
155.5
|
|
|||||
|
Total current assets
|
0.7
|
|
|
1,513.9
|
|
|
495.0
|
|
|
—
|
|
|
2,009.6
|
|
|||||
|
Investment in unconsolidated affiliates
|
—
|
|
|
59.1
|
|
|
0.8
|
|
|
—
|
|
|
59.9
|
|
|||||
|
Property, plant and equipment, net
|
—
|
|
|
385.8
|
|
|
75.1
|
|
|
—
|
|
|
460.9
|
|
|||||
|
Goodwill
|
—
|
|
|
262.9
|
|
|
127.4
|
|
|
11.6
|
|
|
401.9
|
|
|||||
|
Intangible assets, net
|
—
|
|
|
590.3
|
|
|
185.9
|
|
|
9.5
|
|
|
785.7
|
|
|||||
|
Other assets
|
10.7
|
|
|
107.8
|
|
|
2.3
|
|
|
(0.4
|
)
|
|
120.4
|
|
|||||
|
Equity investment in subsidiaries
|
938.7
|
|
|
—
|
|
|
—
|
|
|
(938.7
|
)
|
|
—
|
|
|||||
|
Intercompany assets
|
1,778.4
|
|
|
—
|
|
|
—
|
|
|
(1,778.4
|
)
|
|
—
|
|
|||||
|
Total assets
|
$
|
2,728.5
|
|
|
$
|
2,919.8
|
|
|
$
|
886.5
|
|
|
$
|
(2,696.4
|
)
|
|
$
|
3,838.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
LIABILITIES AND EQUITY
|
|||||||||||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current portion of debt
|
$
|
15.0
|
|
|
$
|
15.8
|
|
|
$
|
16.3
|
|
|
$
|
(15.0
|
)
|
|
$
|
32.1
|
|
|
Accounts payable
|
—
|
|
|
240.6
|
|
|
82.0
|
|
|
—
|
|
|
322.6
|
|
|||||
|
Other current liabilities
|
17.8
|
|
|
261.0
|
|
|
111.2
|
|
|
—
|
|
|
390.0
|
|
|||||
|
Total current liabilities
|
32.8
|
|
|
517.4
|
|
|
209.5
|
|
|
(15.0
|
)
|
|
744.7
|
|
|||||
|
Long-term debt
|
2,016.1
|
|
|
1,288.2
|
|
|
126.2
|
|
|
(1,375.4
|
)
|
|
2,055.1
|
|
|||||
|
Other liabilities
|
0.7
|
|
|
270.6
|
|
|
71.2
|
|
|
4.7
|
|
|
347.2
|
|
|||||
|
Equity investment in subsidiaries
|
—
|
|
|
31.5
|
|
|
—
|
|
|
(31.5
|
)
|
|
—
|
|
|||||
|
Intercompany liabilities
|
—
|
|
|
97.8
|
|
|
273.6
|
|
|
(371.4
|
)
|
|
—
|
|
|||||
|
Total liabilities
|
2,049.6
|
|
|
2,205.5
|
|
|
680.5
|
|
|
(1,788.6
|
)
|
|
3,147.0
|
|
|||||
|
Total equity—controlling interest
|
678.9
|
|
|
714.3
|
|
|
206.0
|
|
|
(920.3
|
)
|
|
678.9
|
|
|||||
|
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|
12.5
|
|
|||||
|
Total equity
|
678.9
|
|
|
714.3
|
|
|
206.0
|
|
|
(907.8
|
)
|
|
691.4
|
|
|||||
|
Total liabilities and equity
|
$
|
2,728.5
|
|
|
$
|
2,919.8
|
|
|
$
|
886.5
|
|
|
$
|
(2,696.4
|
)
|
|
$
|
3,838.4
|
|
|
|
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) loss, net
|
—
|
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
|
Income (loss) from operations
|
—
|
|
|
349.0
|
|
|
20.6
|
|
|
(0.4
|
)
|
|
369.2
|
|
|||||
|
Equity (income) loss in subsidiaries
|
(216.6
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
224.3
|
|
|
—
|
|
|||||
|
Other non-operating (income) loss
|
(8.7
|
)
|
|
—
|
|
|
(6.2
|
)
|
|
14.9
|
|
|
—
|
|
|||||
|
Interest expense
|
18.2
|
|
|
14.6
|
|
|
1.2
|
|
|
(14.9
|
)
|
|
19.1
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
207.1
|
|
|
342.1
|
|
|
25.6
|
|
|
(224.7
|
)
|
|
350.1
|
|
|||||
|
Income tax (benefit) expense from continuing operations
|
(3.4
|
)
|
|
118.5
|
|
|
9.2
|
|
|
—
|
|
|
124.3
|
|
|||||
|
Income (loss) from continuing operations
|
210.5
|
|
|
223.6
|
|
|
16.4
|
|
|
(224.7
|
)
|
|
225.8
|
|
|||||
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(16.0
|
)
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|||||
|
Net income (loss)
|
$
|
210.5
|
|
|
$
|
207.6
|
|
|
$
|
16.4
|
|
|
$
|
(224.7
|
)
|
|
$
|
209.8
|
|
|
Net (income) loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||||
|
Net income (loss) 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) loss, net
|
—
|
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||||
|
Income (loss) from operations
|
—
|
|
|
264.4
|
|
|
7.8
|
|
|
(0.7
|
)
|
|
271.5
|
|
|||||
|
Equity (income) loss in subsidiaries
|
(149.0
|
)
|
|
(5.3
|
)
|
|
—
|
|
|
154.3
|
|
|
—
|
|
|||||
|
Other non-operating (income) loss
|
(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 (loss) from continuing operations before income taxes
|
119.2
|
|
|
245.0
|
|
|
18.1
|
|
|
(155.0
|
)
|
|
227.3
|
|
|||||
|
Income tax (benefit) expense from continuing operations
|
(10.6
|
)
|
|
84.8
|
|
|
6.5
|
|
|
—
|
|
|
80.7
|
|
|||||
|
Income (loss) from continuing operations
|
129.8
|
|
|
160.2
|
|
|
11.6
|
|
|
(155.0
|
)
|
|
146.6
|
|
|||||
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
(17.5
|
)
|
|
—
|
|
|
—
|
|
|
(17.5
|
)
|
|||||
|
Net income (loss)
|
$
|
129.8
|
|
|
$
|
142.7
|
|
|
$
|
11.6
|
|
|
$
|
(155.0
|
)
|
|
$
|
129.1
|
|
|
Net (income) loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||
|
Net income (loss) attributable to controlling interest
|
$
|
129.8
|
|
|
$
|
142.7
|
|
|
$
|
11.6
|
|
|
$
|
(155.1
|
)
|
|
$
|
129.0
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
$
|
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 (loss)
|
$
|
210.9
|
|
|
$
|
208.0
|
|
|
$
|
16.8
|
|
|
$
|
(225.5
|
)
|
|
$
|
210.2
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
$
|
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 (loss)
|
$
|
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
|
)
|
|||||
|
Investments in loan receivable
|
—
|
|
|
(72.0
|
)
|
|
—
|
|
|
—
|
|
|
(72.0
|
)
|
|||||
|
Distributions from (investments in) unconsolidated affiliates
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||||
|
Investing cash flows from (to) affiliates
|
(395.0
|
)
|
|
—
|
|
|
—
|
|
|
395.0
|
|
|
—
|
|
|||||
|
Net cash provided by (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 its subsidiaries 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
|
15.6
|
|
|
87.2
|
|
|
15.0
|
|
|
(15.3
|
)
|
|
102.5
|
|
|||||
|
Equity investment in subsidiaries
|
634.8
|
|
|
—
|
|
|
—
|
|
|
(634.8
|
)
|
|
—
|
|
|||||
|
Intercompany assets
|
1,814.0
|
|
|
—
|
|
|
—
|
|
|
(1,814.0
|
)
|
|
—
|
|
|||||
|
Total assets
|
$
|
2,464.4
|
|
|
$
|
3,093.3
|
|
|
$
|
563.1
|
|
|
$
|
(2,441.5
|
)
|
|
$
|
3,679.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
LIABILITIES AND 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
|
1,750.0
|
|
|
1,168.8
|
|
|
196.0
|
|
|
(1,356.3
|
)
|
|
1,758.5
|
|
|||||
|
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
|
1,789.0
|
|
|
2,620.6
|
|
|
473.3
|
|
|
(1,891.5
|
)
|
|
2,991.4
|
|
|||||
|
Total 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
|
$
|
2,464.4
|
|
|
$
|
3,093.3
|
|
|
$
|
563.1
|
|
|
$
|
(2,441.5
|
)
|
|
$
|
3,679.3
|
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations/
Consolidations
|
|
Consolidated
|
||||||||||
|
ASSETS
|
|||||||||||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
47.4
|
|
|
$
|
—
|
|
|
$
|
50.1
|
|
|
Accounts receivable, net
|
—
|
|
|
92.4
|
|
|
104.0
|
|
|
—
|
|
|
196.4
|
|
|||||
|
Accounts receivable pledged
|
—
|
|
|
174.7
|
|
|
—
|
|
|
—
|
|
|
174.7
|
|
|||||
|
Inventories
|
—
|
|
|
327.8
|
|
|
120.4
|
|
|
—
|
|
|
448.2
|
|
|||||
|
Prepaid and other current assets
|
0.1
|
|
|
82.8
|
|
|
39.4
|
|
|
—
|
|
|
122.3
|
|
|||||
|
Total current assets
|
0.1
|
|
|
680.4
|
|
|
311.2
|
|
|
—
|
|
|
991.7
|
|
|||||
|
Investment in unconsolidated affiliates
|
—
|
|
|
100.3
|
|
|
0.7
|
|
|
—
|
|
|
101.0
|
|
|||||
|
Property, plant and equipment, net
|
—
|
|
|
392.1
|
|
|
78.7
|
|
|
—
|
|
|
470.8
|
|
|||||
|
Goodwill
|
—
|
|
|
260.4
|
|
|
101.2
|
|
|
11.6
|
|
|
373.2
|
|
|||||
|
Intangible assets, net
|
—
|
|
|
596.4
|
|
|
144.3
|
|
|
10.2
|
|
|
750.9
|
|
|||||
|
Other assets
|
13.2
|
|
|
103.8
|
|
|
0.7
|
|
|
(2.5
|
)
|
|
115.2
|
|
|||||
|
Equity investment in subsidiaries
|
808.8
|
|
|
—
|
|
|
—
|
|
|
(808.8
|
)
|
|
—
|
|
|||||
|
Intercompany assets
|
1,013.0
|
|
|
—
|
|
|
—
|
|
|
(1,013.0
|
)
|
|
—
|
|
|||||
|
Total assets
|
$
|
1,835.1
|
|
|
$
|
2,133.4
|
|
|
$
|
636.8
|
|
|
$
|
(1,802.5
|
)
|
|
$
|
2,802.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
LIABILITIES AND EQUITY
|
|||||||||||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current portion of debt
|
$
|
15.0
|
|
|
$
|
154.2
|
|
|
$
|
30.8
|
|
|
$
|
(15.0
|
)
|
|
$
|
185.0
|
|
|
Accounts payable
|
—
|
|
|
108.8
|
|
|
57.1
|
|
|
—
|
|
|
165.9
|
|
|||||
|
Other current liabilities
|
16.6
|
|
|
143.6
|
|
|
82.0
|
|
|
—
|
|
|
242.2
|
|
|||||
|
Total current liabilities
|
31.6
|
|
|
406.6
|
|
|
169.9
|
|
|
(15.0
|
)
|
|
593.1
|
|
|||||
|
Long-term debt
|
1,085.1
|
|
|
575.7
|
|
|
117.2
|
|
|
(652.9
|
)
|
|
1,125.1
|
|
|||||
|
Other liabilities
|
3.2
|
|
|
268.7
|
|
|
76.0
|
|
|
2.4
|
|
|
350.3
|
|
|||||
|
Equity investment in subsidiaries
|
—
|
|
|
161.0
|
|
|
—
|
|
|
(161.0
|
)
|
|
—
|
|
|||||
|
Intercompany liabilities
|
—
|
|
|
147.2
|
|
|
187.1
|
|
|
(334.3
|
)
|
|
—
|
|
|||||
|
Total liabilities
|
1,119.9
|
|
|
1,559.2
|
|
|
550.2
|
|
|
(1,160.8
|
)
|
|
2,068.5
|
|
|||||
|
Total equity—controlling interest
|
715.2
|
|
|
574.2
|
|
|
86.6
|
|
|
(660.8
|
)
|
|
715.2
|
|
|||||
|
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
19.1
|
|
|
19.1
|
|
|||||
|
Total equity
|
715.2
|
|
|
574.2
|
|
|
86.6
|
|
|
(641.7
|
)
|
|
734.3
|
|
|||||
|
Total liabilities and equity
|
$
|
1,835.1
|
|
|
$
|
2,133.4
|
|
|
$
|
636.8
|
|
|
$
|
(1,802.5
|
)
|
|
$
|
2,802.8
|
|
|
•
|
Executive summary
|
|
•
|
Results of operations
|
|
•
|
Segment results
|
|
•
|
Liquidity and capital resources
|
|
•
|
Regulatory matters
|
|
•
|
Critical accounting policies and estimates
|
|
|
Percent of Net Sales from Continuing
Operations by Quarter |
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
|
First Quarter
|
6.9
|
%
|
|
6.2
|
%
|
|
5.6
|
%
|
|
Second Quarter
|
43.8
|
%
|
|
39.3
|
%
|
|
40.8
|
%
|
|
Third Quarter
|
35.1
|
%
|
|
40.7
|
%
|
|
39.7
|
%
|
|
Fourth Quarter
|
14.2
|
%
|
|
13.8
|
%
|
|
13.9
|
%
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||
|
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
58.3
|
|
|
58.1
|
|
|
62.3
|
|
|
62.3
|
|
|
Cost of sales—impairment, restructuring and other
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
Gross profit
|
41.7
|
|
|
41.9
|
|
|
37.7
|
|
|
37.4
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
|
Selling, general and administrative
|
16.4
|
|
|
16.2
|
|
|
21.9
|
|
|
21.8
|
|
|
Impairment, restructuring and other
|
0.3
|
|
|
(3.8
|
)
|
|
0.3
|
|
|
(3.2
|
)
|
|
Other income, net
|
—
|
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
Income from operations
|
25.1
|
|
|
29.6
|
|
|
15.9
|
|
|
18.9
|
|
|
Equity in loss of unconsolidated affiliates
|
2.0
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
Costs related to refinancing
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
Interest expense
|
1.8
|
|
|
1.5
|
|
|
2.6
|
|
|
2.5
|
|
|
Income from continuing operations before income taxes
|
21.3
|
|
|
28.1
|
|
|
10.8
|
|
|
15.8
|
|
|
Income tax expense from continuing operations
|
7.6
|
|
|
10.0
|
|
|
3.8
|
|
|
5.6
|
|
|
Income from continuing operations
|
13.7
|
|
|
18.1
|
|
|
7.0
|
|
|
10.2
|
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
Net income
|
13.7
|
%
|
|
16.8
|
%
|
|
6.9
|
%
|
|
9.0
|
%
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||
|
|
APRIL 1, 2017
|
|
APRIL 1, 2017
|
||
|
Acquisitions
|
3.2
|
%
|
|
5.6
|
%
|
|
Pricing
|
0.2
|
|
|
0.2
|
|
|
Foreign exchange rates
|
(0.6
|
)
|
|
(0.7
|
)
|
|
Volume
|
(6.1
|
)
|
|
(4.4
|
)
|
|
Change in net sales
|
(3.3
|
)%
|
|
0.7
|
%
|
|
•
|
decreased sales volume in our U.S. Consumer segment, driven by decreased sales of fertilizer, growing media, grass seed and controls products, partially offset by increased sales of Roundup
®
For Lawns products in our U.S. Consumer segment and increased sales of hydroponic gardening products in our Other segment;
|
|
•
|
decreased net sales associated with our Marketing Agreement for consumer Roundup
®
; and
|
|
•
|
the unfavorable impact of foreign exchange rates as a result of the strengthening of the U.S. dollar relative to other currencies including Canadian dollar, euro and British pound;
|
|
•
|
partially offset by the addition of net sales from acquisitions in our Other segment, primarily from Gavita, Botanicare and a Canadian growing media operation; and
|
|
•
|
a favorable impact of increased pricing in our U.S. Consumer segment.
|
|
•
|
the addition of net sales from acquisitions in our Other segment, primarily from Gavita, Botanicare and a Canadian growing media operation; and
|
|
•
|
a favorable impact of increased pricing in our U.S. Consumer segment;
|
|
•
|
partially offset by decreased sales volume in our U.S. Consumer segment, driven by decreased sales of fertilizer, growing media, grass seed and controls products, partially offset by increased sales of Roundup
®
For Lawns products in our U.S. Consumer segment and increased sales of hydroponic gardening products in our Other segment;
|
|
•
|
decreased net sales associated with our Marketing Agreement for consumer Roundup
®
; and
|
|
•
|
the unfavorable impact of foreign exchange rates as a result of the strengthening of the U.S. dollar relative to other currencies including Canadian dollar, euro and British pound.
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Materials
|
$
|
408.0
|
|
|
$
|
436.3
|
|
|
$
|
511.4
|
|
|
$
|
515.0
|
|
|
Distribution and warehousing
|
120.7
|
|
|
126.5
|
|
|
165.5
|
|
|
172.7
|
|
||||
|
Manufacturing labor and overhead
|
150.7
|
|
|
137.9
|
|
|
188.5
|
|
|
171.7
|
|
||||
|
Roundup
®
reimbursements
|
21.7
|
|
|
22.8
|
|
|
38.3
|
|
|
36.9
|
|
||||
|
|
701.1
|
|
|
723.5
|
|
|
903.7
|
|
|
896.3
|
|
||||
|
Impairment, restructuring and other
|
—
|
|
|
0.1
|
|
|
—
|
|
|
5.1
|
|
||||
|
|
$
|
701.1
|
|
|
$
|
723.6
|
|
|
$
|
903.7
|
|
|
$
|
901.4
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||
|
|
APRIL 1, 2017
|
|
APRIL 1, 2017
|
||||
|
|
(In millions)
|
||||||
|
Volume and product mix
|
$
|
(6.6
|
)
|
|
$
|
23.2
|
|
|
Roundup
®
reimbursements
|
(1.1
|
)
|
|
1.4
|
|
||
|
Material costs
|
(9.1
|
)
|
|
(9.6
|
)
|
||
|
Foreign exchange rates
|
(5.6
|
)
|
|
(7.6
|
)
|
||
|
|
(22.4
|
)
|
|
7.4
|
|
||
|
Impairment, restructuring and other
|
(0.1
|
)
|
|
(5.1
|
)
|
||
|
Change in cost of sales
|
$
|
(22.5
|
)
|
|
$
|
2.3
|
|
|
•
|
lower material costs in our U.S. Consumer segment driven by lower commodity costs primarily related to fertilizer inputs and resin;
|
|
•
|
lower sales volume in our U.S. Consumer segment, partially offset by increased sales in our Other segment;
|
|
•
|
a decrease in net sales attributable to reimbursements under our Marketing Agreement for consumer Roundup
®
; and
|
|
•
|
the favorable impact of foreign exchange rates as a result of the strengthening of the U.S. dollar relative to other currencies including Canadian dollar, euro and British pound;
|
|
•
|
partially offset by costs related to sales from acquisitions in our Other segment of $29.6 million, primarily from Gavita, Botanicare and a Canadian growing media operation.
|
|
•
|
costs related to sales from acquisitions in our Other segment of $59.9 million, primarily from Gavita, Botanicare and a Canadian growing media operation; 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 primarily related to fertilizer inputs and resin;
|
|
•
|
lower sales volume in our U.S. Consumer segment, partially offset by increased sales in our Other segment;
|
|
•
|
lower distribution costs in our U.S. Consumer segment due to a $4.2 million favorable change in mark-to-market adjustments associated with our fuel hedges;
|
|
•
|
the favorable impact of foreign exchange rates as a result of the strengthening of the U.S. dollar relative to other currencies including Canadian dollar, euro and British pound; and
|
|
•
|
a decrease in other charges of
$5.1 million
related to costs incurred during the
six
months ended
April 2, 2016
to address consumer complaints regarding our reformulated Bonus
®
S product sold during fiscal 2015.
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||
|
|
APRIL 1, 2017
|
|
APRIL 1, 2017
|
||
|
Material costs
|
0.7
|
%
|
|
0.7
|
%
|
|
Volume and product mix
|
(0.1
|
)
|
|
0.1
|
|
|
Pricing
|
0.1
|
|
|
0.1
|
|
|
Acquisitions
|
(0.6
|
)
|
|
(0.7
|
)
|
|
Roundup
®
commissions and reimbursements
|
(0.3
|
)
|
|
(0.3
|
)
|
|
|
(0.2
|
)%
|
|
(0.1
|
)%
|
|
Impairment, restructuring and other
|
—
|
|
|
0.4
|
|
|
Change in gross profit rate
|
(0.2
|
)%
|
|
0.3
|
%
|
|
•
|
an unfavorable net impact from acquisitions in our Other segment, primarily from Gavita, Botanicare and a Canadian growing media operation;
|
|
•
|
a decrease in net sales attributable to our Marketing Agreement for consumer Roundup
®
; and
|
|
•
|
unfavorable leverage of fixed costs such as warehousing driven by sales volumes, partially offset by favorable product mix;
|
|
•
|
partially offset by lower material costs in our U.S. Consumer segment driven by lower commodity costs primarily related to fertilizer inputs and resin; and
|
|
•
|
a favorable impact of increased pricing in our U.S. Consumer segment.
|
|
•
|
lower material costs in our U.S. Consumer segment driven by lower commodity costs primarily related to fertilizer inputs and resin;
|
|
•
|
favorable product mix, partially offset by unfavorable leverage of fixed costs such as warehousing driven by sales volumes;
|
|
•
|
lower distribution costs in our U.S. Consumer segment due to a $4.2 million favorable change in mark-to-market adjustments associated with our fuel hedges; and
|
|
•
|
a favorable impact of increased pricing in our U.S. Consumer segment;
|
|
•
|
partially offset by an unfavorable net impact from acquisitions in our Other segment, primarily from Gavita, Botanicare and a Canadian growing media operation;
|
|
•
|
a decrease in net sales attributable to our Marketing Agreement for consumer Roundup
®
; and
|
|
•
|
a decrease in other charges of
$5.1 million
related to costs incurred during the
six
months ended
April 2, 2016
to address consumer complaints regarding our reformulated Bonus
®
S product sold during fiscal 2015.
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Advertising
|
$
|
58.7
|
|
|
$
|
61.2
|
|
|
$
|
69.3
|
|
|
$
|
72.1
|
|
|
Research and development
|
11.7
|
|
|
9.9
|
|
|
22.7
|
|
|
20.9
|
|
||||
|
Share-based compensation
|
12.8
|
|
|
9.1
|
|
|
15.1
|
|
|
11.3
|
|
||||
|
Amortization of intangibles
|
5.9
|
|
|
3.7
|
|
|
11.6
|
|
|
7.1
|
|
||||
|
Other selling, general and administrative
|
108.7
|
|
|
117.0
|
|
|
198.2
|
|
|
202.8
|
|
||||
|
|
$
|
197.8
|
|
|
$
|
200.9
|
|
|
$
|
316.9
|
|
|
$
|
314.2
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Cost of sales—impairment, restructuring and other:
|
|
|
|
|
|
|
|
||||||||
|
Restructuring and other charges
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
5.1
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
|
Restructuring and other charges (recoveries)
|
3.3
|
|
|
(47.2
|
)
|
|
4.7
|
|
|
(45.9
|
)
|
||||
|
Impairment, restructuring and other charges (recoveries) from continuing operations
|
$
|
3.3
|
|
|
$
|
(47.1
|
)
|
|
$
|
4.7
|
|
|
$
|
(40.8
|
)
|
|
Restructuring and other charges from discontinued operations
|
0.1
|
|
|
10.6
|
|
|
0.7
|
|
|
13.6
|
|
||||
|
Total impairment, restructuring and other charges (recoveries)
|
$
|
3.4
|
|
|
$
|
(36.5
|
)
|
|
$
|
5.4
|
|
|
$
|
(27.2
|
)
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
U.S. Consumer
|
$
|
962.5
|
|
|
$
|
1,039.7
|
|
|
$
|
1,088.0
|
|
|
$
|
1,152.9
|
|
|
Europe Consumer
|
105.3
|
|
|
115.0
|
|
|
129.7
|
|
|
140.7
|
|
||||
|
Other
|
135.7
|
|
|
90.5
|
|
|
232.6
|
|
|
146.1
|
|
||||
|
Consolidated
|
$
|
1,203.5
|
|
|
$
|
1,245.2
|
|
|
$
|
1,450.3
|
|
|
$
|
1,439.7
|
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
|
APRIL 1,
2017 |
|
APRIL 2,
2016 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
U.S. Consumer
|
$
|
313.8
|
|
|
$
|
336.0
|
|
|
$
|
275.8
|
|
|
$
|
281.8
|
|
|
Europe Consumer
|
18.3
|
|
|
21.6
|
|
|
9.9
|
|
|
12.4
|
|
||||
|
Other
|
15.1
|
|
|
4.6
|
|
|
20.7
|
|
|
5.1
|
|
||||
|
Total Segment Profit (Non-GAAP)
|
347.2
|
|
|
362.2
|
|
|
306.4
|
|
|
299.3
|
|
||||
|
Corporate
|
(35.9
|
)
|
|
(35.7
|
)
|
|
(58.8
|
)
|
|
(60.1
|
)
|
||||
|
Intangible asset amortization
|
(6.1
|
)
|
|
(4.3
|
)
|
|
(11.9
|
)
|
|
(8.2
|
)
|
||||
|
Impairment, restructuring and other
|
(3.3
|
)
|
|
47.0
|
|
|
(4.7
|
)
|
|
40.5
|
|
||||
|
Equity in loss of unconsolidated affiliates
(a)
|
(24.1
|
)
|
|
—
|
|
|
(37.3
|
)
|
|
—
|
|
||||
|
Costs related to refinancing
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
||||
|
Interest expense
|
(21.5
|
)
|
|
(19.1
|
)
|
|
(37.1
|
)
|
|
(35.4
|
)
|
||||
|
Income from continuing operations before income taxes (GAAP)
|
$
|
256.3
|
|
|
$
|
350.1
|
|
|
$
|
156.6
|
|
|
$
|
227.3
|
|
|
(a)
|
Included within loss of unconsolidated affiliates for the
three
and
six
months ended
April 1, 2017
are charges of
$2.1 million
and
$11.7 million
, respectively, which represent our share of restructuring and other charges incurred by the TruGreen Joint Venture.
|
|
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 1 through January 28
|
128,502
|
|
|
$
|
94.25
|
|
|
127,359
|
|
|
$
|
798,972,942
|
|
|
January 29 through February 25
|
164,693
|
|
|
$
|
92.32
|
|
|
164,689
|
|
|
$
|
783,768,723
|
|
|
February 26 through April 1
|
222,606
|
|
|
$
|
91.83
|
|
|
217,841
|
|
|
$
|
763,762,368
|
|
|
Total
|
515,801
|
|
|
$
|
92.59
|
|
|
509,889
|
|
|
|
||
|
(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 5,912 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 (effective November 1, 2014 through September 30, 2019). On August 3, 2016, Scotts Miracle-Gro announced that its Board of Directors increased the then outstanding authorization by an additional $500 million. The amended authorization allows for repurchases of Common Shares of $1.0 billion 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 original$500 million and incremental $500 million authorized repurchase programs.
|
|
•
|
a continuation of base salary, in accordance with the Company’s normal payroll practices, for a period of twenty-four months (the "Severance Period")
(18 months under the Prior Severance Plan)
;
|
|
•
|
a bonus multiple of two times the target bonus opportunity for the plan year in which the termination occurs, to be paid in two equal installments on the first and second anniversary of the termination effective date
(previously a pro-rated bonus payout under the Prior Severance Plan)
; and
|
|
•
|
a monthly payment equal to the excess of the then COBRA premium charged by the Company to terminated employees over the premium charged to active employees, for a period of up to twenty four months.
|
|
|
|
|
|
|
|
THE SCOTTS MIRACLE-GRO COMPANY
|
|
|
|
|
|
Date: May 10, 2017
|
|
/s/ THOMAS RANDAL COLEMAN
|
|
|
|
Printed Name: Thomas Randal Coleman
|
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
|
LOCATION
|
|
|
|
|
|
|
|
10.1
|
|
The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective as of January 27, 2017)
|
|
Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed January 30, 2017 [Exhibit 10.1]
|
|
|
|
|
|
|
|
10.2
|
|
Form of Project Focus Performance Unit Award Agreement under The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective as of January 30, 2017)
|
|
Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed January 30, 2017 [Exhibit 10.2]
|
|
|
|
|
|
|
|
10.3
|
|
Form of Standard Performance Unit Award Agreement under The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective as of January 30, 2017)
|
|
Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed January 30, 2017 [Exhibit 10.3]
|
|
|
|
|
|
|
|
10.4
|
|
Form of Standard Restricted Stock Unit Award Agreement under The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective as of January 30, 2017)
|
|
Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed January 30, 2017 [Exhibit 10.4]
|
|
|
|
|
|
|
|
10.5
|
|
Form of Standard Non-Qualified Stock Option Award Agreement under The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective as of January 30, 2017)
|
|
Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed January 30, 2017 [Exhibit 10.5]
|
|
|
|
|
|
|
|
10.6
|
|
Consulting Agreement, dated January 31, 2017, between The Scotts Company LLC and Hanft Projects LLC
|
|
*
|
|
|
|
|
|
|
|
10.7
|
|
Master Repurchase Agreement, and Annex I thereto, with Cooperatieve Rabobank, U.A. (New York Branch), as agent and purchaser, and Sumitomo Mitsui Banking Corporation (New York Branch), as purchaser, dated as of April 7, 2017
|
|
Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed April 13, 2017 [Exhibit 10.1]
|
|
|
|
|
|
|
|
10.8
|
|
Master Framework Agreement with Cooperatieve Rabobank, U.A. (New York Branch), as agent and purchaser, and Sumitomo Mitsui Banking Corporation (New York Branch), as purchaser, dated as of April 7, 2017
|
|
Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed April 13, 2017 [Exhibit 10.2]
|
|
|
|
|
|
|
|
10.9
|
|
The Scotts Company LLC Executive Severance Plan, adopted on April 25, 2017
|
|
*
|
|
|
|
|
|
|
|
10.10
|
|
Form of Tier 1 Participation Agreement under The Scotts Company LLC Executive Severance Plan
|
|
*
|
|
|
|
|
|
|
|
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 |
|---|