XML 95 R11.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stockholders' Equity
12 Months Ended
Dec. 31, 2013
Stockholders' Equity Note [Abstract]  
Stockholders' Equity
Stockholders’ Equity
In October 2013, the Company entered into agreements with Goldman, Sachs & Co. (“Goldman Sachs”) to effect an accelerated stock buyback (the “ASB Agreement”) of the Company’s common stock. Under the ASB Agreement, the Company paid Goldman Sachs an initial purchase price of $350.0 million, and Goldman Sachs delivered to the Company 9.4 million shares of the Company’s common stock based on an initial per share amount of $29.69, representing a substantial majority of the shares expected to be delivered under the ASB Agreement. The number of shares that the Company ultimately purchases under the ASB Agreement will be determined based on the average of the daily volume-weighted average share prices of the Company’s common stock over the course of a calculation period, less a discount, and is subject to certain adjustments under the ASB Agreement. Upon settlement following the end of the calculation period, Goldman Sachs will deliver additional shares to the Company so that the aggregate value of the shares initially delivered plus such additional shares, based on the final price, is $350.0 million. Alternatively, if the value of the shares initially delivered, based on the final price, exceeds $350.0 million, the Company will deliver cash or shares of the Company’s common stock (at the Company’s election) to Goldman Sachs for the excess. The calculation period is scheduled to run from October 2013 through April 2014 and may be shortened at the option of Goldman Sachs.
In August 2011, the Company announced a $300.0 million three-year share repurchase program (the “SRP”). Under the SRP, the Company may repurchase its own shares of common stock through a combination of a 10b5-1 automatic trading plan, discretionary market purchases or in privately negotiated transactions. The SRP was authorized for a period of three years ending in August 2014. In February 2014, the SRP was expanded and extended such that the Company may repurchase up to $300 million of its own shares from February 2014 through the end of 2016. During 2013, the Company repurchased 4.7 million shares pursuant to the SRP for $119.5 million, and such shares were immediately retired. From the commencement of the SRP in August 2011 through December 31, 2013, the Company has repurchased and retired 12.9 million shares at an aggregate cost of $257.1 million.
In connection with the Company’s Capital Structure Optimization Plan, on August 2, 2010, the Company entered into an accelerated stock buyback program with Goldman Sachs for the repurchase of $500.0 million of the Company’s common stock. The accelerated stock buyback program was completed in March 2011, at which time Goldman Sachs delivered an additional 2.0 million shares to the Company, and such shares were immediately retired.
In 2011, the Company exchanged 2.3 million shares valued at $44.7 million and $3.1 million of cash in exchange for substantially all of the $20.3 million principal amount of convertible notes due 2014 that remained outstanding after completion of the Capital Structure Optimization Plan in 2010. The $44.7 million value of the shares issued in connection with the transactions increased stockholders’ equity, and the value of the equity component of the convertible notes due 2014 received and extinguished in the transactions, $25.8 million, reduced stockholders’ equity. See Footnote 9 for further information.

The following table displays the components of accumulated other comprehensive loss as of and for the year ended December 31, 2013 (in millions):
 
    Foreign Currency
    Translation
    Loss, net of tax
 
Unrecognized
Pension & Other
Postretirement
Costs, net of tax
 
Derivative Hedging
Income (Loss), net of tax
 
Accumulated Other    
Comprehensive Loss    
Balance at December 31, 2012
$
(166.5
)
 
$
(621.1
)
 
$
(1.4
)
 
$
(789.0
)
Other comprehensive income before reclassifications
4.3

 
116.3

 
3.2

 
123.8

Amounts reclassified to earnings
0.7

 
21.5

 
(2.2
)
 
20.0

Net current period other comprehensive income
5.0

 
$
137.8

 
$
1.0

 
$
143.8

Balance at December 31, 2013
$
(161.5
)
 
$
(483.3
)
 
$
(0.4
)
 
$
(645.2
)


The following table depicts the components of other comprehensive income (loss) presented on a pretax basis and the associated income tax impact (in millions):
 
 
Amount Reclassified to Earnings as Expense (Benefit) in the Statement of Operations
 
Affected Line Item in the Condensed Consolidated Statements of Operations
 
 
Year Ended December 31, 2013
 
Year Ended December 31, 2012
 
Foreign currency translation loss:
 
 
 
 
 
 
Total before tax
 
$
0.7

 
$

 
Discontinued operations
Tax effect
 

 

 
 
Net of tax
 
$
0.7

 
$

 
 
Unrecognized pension and other postretirement costs:
 
 
 
 
 
 
Prior service (benefit) cost
 
$
(1.6
)
 
$
0.7

 
(1) 
Actuarial loss
 
33.5

 
25.6

 
(1) 
Total before tax
 
31.9

 
26.3

 
 
Tax effect
 
(10.4
)
 
(8.2
)
 
 
Net of tax
 
$
21.5

 
$
18.1

 
 
Derivatives:
 
 
 
 
 
 
Foreign exchange contracts on inventory-related purchases
 
$
(3.8
)
 
$
0.1

 
Cost of products sold
Foreign exchange contracts on intercompany borrowings
 

 
0.1

 
Interest expense, net
Forward interest rate swaps
 
0.7

 
0.1

 
Interest expense, net
Commodity swaps
 

 
2.9

 
Cost of products sold
Total before tax
 
(3.1
)
 
3.2

 
 
Tax effect
 
0.9

 
(1.3
)
 
 
Net of tax
 
$
(2.2
)
 
$
1.9

 
 
(1)
These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension and other postretirement benefit costs, which are recorded in the cost of products sold and selling, general and administrative expenses line-items in the Consolidated Statements of Operations for 2013 and 2012. See Footnote 12 for further details.