Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2013 | |
Document And Entity Information [Abstract] | ' |
Document Type | '8-K |
Amendment Flag | 'false |
Document Period End Date | 31-Dec-13 |
Trading Symbol | 'SEE |
Entity Registrant Name | 'SEALED AIR CORP/DE |
Entity Central Index Key | '0001012100 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $992.40 | $679.60 |
Trade receivables, net of allowance for doubtful accounts of $31.4 in 2013 and $25.6 in 2012 | 1,126.40 | 1,213 |
Other receivables | 147.9 | 100.9 |
Inventories | 688.4 | 728.9 |
Deferred taxes | 377.7 | 393 |
Assets held for sale | ' | 87.3 |
Prepaid expenses and other current assets | 84.9 | 86.6 |
Total current assets | 3,417.70 | 3,289.30 |
Property and equipment, net | 1,134.50 | 1,194.20 |
Goodwill | 3,114.60 | 3,151.20 |
Intangible assets, net | 1,016.90 | 1,131.60 |
Non-current deferred taxes | 63.1 | 150.3 |
Other assets, net | 387.4 | 415.1 |
Total assets | 9,134.20 | 9,331.70 |
Current liabilities: | ' | ' |
Short-term borrowings | 81.6 | 39.2 |
Current portion of long-term debt | 201.5 | 1.8 |
Accounts payable | 524.5 | 480.2 |
Deferred taxes | 8.1 | 10.3 |
Settlement agreement and related accrued interest | 925.1 | 876.9 |
Accrued restructuring costs | 69.6 | 72.4 |
Liabilities held for sale | ' | 8.9 |
Other current liabilities | 890.4 | 845.3 |
Total current liabilities | 2,700.80 | 2,335 |
Long-term debt, less current portion | 4,116.40 | 4,540.80 |
Non-current deferred taxes | 278.6 | 366.7 |
Other liabilities | 647.9 | 644.9 |
Total liabilities | 7,743.70 | 7,887.40 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2013 and 2012 | ' | ' |
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 205,707,580 in 2013 and 204,660,621 in 2012; shares outstanding; 196,198,672 in 2013 and 194,557,669 in 2012 | 20.6 | 20.5 |
Common stock reserved for issuance related to Settlement agreement, $0.10 par value per share, 18,000,000 shares in 2013 and 2012 | 1.8 | 1.8 |
Additional paid-in capital | 1,695.30 | 1,685 |
Retained earnings | 276.4 | 254.8 |
Common stock in treasury, 9,508,908 shares in 2013 and 10,102,952 shares in 2012 | -327.6 | -353.4 |
Accumulated other comprehensive loss, net of taxes: | ' | ' |
Unrecognized pension items | -146.2 | -142.3 |
Cumulative translation adjustment | -134.4 | -24.1 |
Unrealized gain on derivative instruments | 3.2 | 1.5 |
Total accumulated other comprehensive loss, net of taxes | -277.4 | -164.9 |
Total parent company stockholders' equity | 1,389.10 | 1,443.80 |
Noncontrolling interests | 1.4 | 0.5 |
Total stockholders' equity | 1,390.50 | 1,444.30 |
Total liabilities and stockholders' equity | $9,134.20 | $9,331.70 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Trade receivables, allowance for doubtful accounts | $31.40 | $25.60 |
Preferred stock, par value per share | $0.10 | $0.10 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value per share | $0.10 | $0.10 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 205,707,580 | 204,660,621 |
Common stock, shares outstanding | 196,198,672 | 194,557,669 |
Common stock reserved for issuance related to Settlement agreement, par value per share | $0.10 | $0.10 |
Common stock reserved for issuance related to Settlement agreement, shares | 18,000,000 | 18,000,000 |
Common stock in treasury, shares | 9,508,908 | 10,102,952 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' | ' |
Net sales | $7,690.80 | $7,559.20 | $5,467.30 |
Cost of sales | 5,103.30 | 5,036.90 | 3,886.70 |
Gross profit | 2,587.50 | 2,522.30 | 1,580.60 |
Selling, general and administrative expenses | 1,749.20 | 1,756.70 | 1,004.40 |
Amortization expense of intangible assets acquired | 123.2 | 132.7 | 38.4 |
Impairment of goodwill and other intangible assets | ' | 1,892.30 | ' |
Stock appreciation rights expense | 38.1 | 18.4 | ' |
Costs related to the acquisition and integration of Diversey | 1.1 | 7.4 | 64.8 |
Restructuring and other charges | 73.8 | 142.5 | 52.2 |
Operating profit (loss) | 602.1 | -1,427.70 | 420.8 |
Interest expense | -361 | -384.7 | -216.6 |
Loss on debt redemption | -36.3 | -36.9 | ' |
Impairment of equity method investment | -2.1 | -23.5 | ' |
Foreign currency exchange losses related to Venezuelan subsidiaries | -13.1 | -0.4 | -0.3 |
Other expense, net | -11.9 | -9.4 | -14.5 |
Earnings (loss) from continuing operations before income tax provision (benefit) | 177.7 | -1,882.60 | 189.4 |
Income tax provision (benefit) | 84 | -264.7 | 56.7 |
Net earnings (loss) from continuing operations | 93.7 | -1,617.90 | 132.7 |
Net earnings from discontinued operations | 7.6 | 28.7 | 16.4 |
Net gain on sale of discontinued operations | 22.9 | 178.9 | ' |
Net earnings (loss) available to common stockholders | $124.20 | ($1,410.30) | $149.10 |
Basic: | ' | ' | ' |
Continuing operations | $0.48 | ($8.39) | $0.79 |
Discontinued operations | $0.16 | $1.08 | $0.10 |
Net earnings (loss) per common share - basic | $0.64 | ($7.31) | $0.89 |
Diluted: | ' | ' | ' |
Continuing operations | $0.44 | ($8.39) | $0.71 |
Discontinued operations | $0.14 | $1.08 | $0.09 |
Net earnings (loss) per common share - diluted | $0.58 | ($7.31) | $0.80 |
Dividends per common share | $0.52 | $0.52 | $0.52 |
Weighted average number of common shares outstanding: | ' | ' | ' |
Basic | 194.6 | 192.8 | 167 |
Diluted | 213.5 | 192.8 | 185.4 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement Of Partners Capital [Abstract] | ' | ' | ' |
Net earnings (loss) available to common stockholders | $124.20 | ($1,410.30) | $149.10 |
Other comprehensive income (loss), net of taxes: | ' | ' | ' |
Recognition of deferred pension items, net of taxes of $5.1 in 2013, $23.0 in 2012 and $1.0 in 2011 | -3.9 | -99.1 | 4.7 |
Unrealized gains (losses) on derivative instruments, net of taxes of $0.9 in 2013, $0.7 in 2012 and $0.7 in 2011 | 1.7 | -0.6 | -1.4 |
Foreign currency translation adjustments | -110.3 | 79.9 | -38.1 |
Comprehensive income (loss), net of taxes | $11.70 | ($1,430.10) | $114.30 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement Of Partners Capital [Abstract] | ' | ' | ' |
Recognition of deferred pension items taxes | $5.10 | $23 | $1 |
Unrealized gains (losses) on derivative instruments taxes | $0.90 | $0.70 | $0.70 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Common Stock Reserved for Issuance Related to the Settlement Agreement [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Stock in Treasury [Member] | Accumulated Other Comprehensive Loss, Net of Taxes [Member] | Total Parent Company Stockholders' Equity [Member] | Non-Controlling Interests [Member] |
In Millions | |||||||||
Beginning Balance at Dec. 31, 2010 | $2,401.60 | $17 | $1.80 | $1,152.70 | $1,706.10 | ($362.70) | ($110.30) | $2,404.60 | ($3) |
Effect of contingent stock transactions, net of taxes | 14.6 | 0.1 | ' | 27.4 | ' | -12.9 | ' | 14.6 | ' |
Stock issued for share-based incentive compensation | 0.7 | ' | ' | 0.7 | ' | ' | ' | 0.7 | ' |
Shares issued in connection with Diversey acquisition | 512.9 | 3.2 | ' | 509.7 | ' | ' | ' | 512.9 | ' |
Recognition of deferred pension items, net of taxes | 4.7 | ' | ' | ' | ' | ' | 4.7 | 4.7 | ' |
Foreign currency translation, net of taxes | -38.1 | ' | ' | ' | ' | ' | -38.1 | -38.1 | ' |
Unrealized gain (loss) on derivative instruments, net of taxes | -1.4 | ' | ' | ' | ' | ' | -1.4 | -1.4 | ' |
Noncontrolling interests | -3 | ' | ' | -0.9 | ' | ' | ' | -0.9 | -2.1 |
Net earnings (loss) | 149.1 | ' | ' | ' | 149.1 | ' | ' | 149.1 | ' |
Dividends on common stock | -88.7 | ' | ' | ' | -88.7 | ' | ' | -88.7 | ' |
Ending Balance at Dec. 31, 2011 | 2,952.40 | 20.3 | 1.8 | 1,689.60 | 1,766.50 | -375.6 | -145.1 | 2,957.50 | -5.1 |
Effect of contingent stock transactions, net of taxes | 6.5 | 0.1 | ' | 17 | ' | -10.6 | ' | 6.5 | ' |
Stock issued for share-based incentive compensation | 19.6 | 0.1 | ' | -13.3 | ' | 32.8 | ' | 19.6 | ' |
Recognition of deferred pension items, net of taxes | -99.1 | ' | ' | ' | ' | ' | -99.1 | -99.1 | ' |
Foreign currency translation, net of taxes | 79.9 | ' | ' | ' | ' | ' | 79.9 | 79.9 | ' |
Unrealized gain (loss) on derivative instruments, net of taxes | -0.6 | ' | ' | ' | ' | ' | -0.6 | -0.6 | ' |
Noncontrolling interests | -2.7 | ' | ' | -8.3 | ' | ' | ' | -8.3 | 5.6 |
Net earnings (loss) | -1,410.30 | ' | ' | ' | -1,410.30 | ' | ' | -1,410.30 | ' |
Dividends on common stock | -101.4 | ' | ' | ' | -101.4 | ' | ' | -101.4 | ' |
Ending Balance at Dec. 31, 2012 | 1,444.30 | 20.5 | 1.8 | 1,685 | 254.8 | -353.4 | -164.9 | 1,443.80 | 0.5 |
Effect of contingent stock transactions, net of taxes | 22.3 | 0.1 | ' | 22.2 | ' | ' | ' | 22.3 | ' |
Stock issued for share-based incentive compensation | 15 | ' | ' | -10.8 | ' | 25.8 | ' | 15 | ' |
Recognition of deferred pension items, net of taxes | -3.9 | ' | ' | ' | ' | ' | -3.9 | -3.9 | ' |
Foreign currency translation, net of taxes | -110.3 | ' | ' | ' | ' | ' | -110.3 | -110.3 | ' |
Unrealized gain (loss) on derivative instruments, net of taxes | 1.7 | ' | ' | ' | ' | ' | 1.7 | 1.7 | ' |
Noncontrolling interests | -0.2 | ' | ' | -1.1 | ' | ' | ' | -1.1 | 0.9 |
Net earnings (loss) | 124.2 | ' | ' | ' | 124.2 | ' | ' | 124.2 | ' |
Dividends on common stock | -102.6 | ' | ' | ' | -102.6 | ' | ' | -102.6 | ' |
Ending Balance at Dec. 31, 2013 | $1,390.50 | $20.60 | $1.80 | $1,695.30 | $276.40 | ($327.60) | ($277.40) | $1,389.10 | $1.40 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement Of Cash Flows [Abstract] | ' | ' | ' |
Net earnings (loss) available to common stockholders from continuing operations | $93.70 | ($1,617.90) | $132.70 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities from continuing operations: | ' | ' | ' |
Depreciation and amortization | 283.4 | 300.2 | 182.7 |
Share-based incentive compensation | 24.1 | 16.9 | 25 |
Profit sharing expense | 34.7 | 19 | 18.7 |
Impairment of goodwill and other intangible assets | ' | 1,892.30 | ' |
Impairment of equity method investment | 2.1 | 23.5 | ' |
Costs related to the acquisition and integration of Diversey | 1.1 | 7.4 | 64.8 |
Amortization of senior debt related items and other | 19.1 | 15 | 4.9 |
Loss on debt redemption | 36.3 | 36.9 | ' |
Provisions for bad debt | 11.6 | 16.8 | 8.5 |
Provisions for inventory obsolescence | -0.3 | 15.5 | 9.2 |
Deferred taxes, net | 7 | -318.6 | -60.9 |
Excess tax benefit from share-based incentive compensation | ' | -0.4 | -2.6 |
Net (gain) loss on disposals of property and equipment and other | -1.4 | 0.3 | -6.3 |
Changes in operating assets and liabilities: | ' | ' | ' |
Trade receivables, net | 35.5 | -26.4 | -102 |
Inventories | 24.5 | 33.4 | -11.4 |
Other assets | -49 | 10.8 | 43.9 |
Accounts payable | 36.3 | -84.3 | -28.1 |
Other liabilities | 66.1 | 53.8 | 90.3 |
Changes in restricted cash | ' | ' | -6.3 |
Net cash provided by operating activities from continuing operations | 624.8 | 394.2 | 363.1 |
Cash flows from investing activities from continuing operations: | ' | ' | ' |
Capital expenditures for property and equipment | -116 | -122.8 | -121.7 |
Acquisition of Diversey, net of cash and cash equivalents acquired | ' | ' | -1,983.70 |
Investment in Diversey preferred stock | ' | ' | -262.9 |
Proceeds from sales of property and equipment | 11.6 | 7.8 | 10.4 |
Other investing activities | -1.1 | 0.1 | -7.8 |
Net cash used in investing activities from continuing operations | -105.5 | -114.9 | -2,365.70 |
Cash flows from financing activities from continuing operations: | ' | ' | ' |
Net proceeds from (payments of) short-term borrowings | 53.2 | 7.2 | -7 |
Payments of long-term debt | -658.3 | -1,759.10 | -1,753.60 |
Proceeds from long-term debt | 425.1 | 1,306.50 | 3,662.20 |
Dividends paid on common stock | -102 | -100.9 | -87.4 |
Acquisition of common stock for tax withholding obligations under our 2005 contingent stock plan | -3.9 | -9.6 | -12.2 |
Payments of debt issuance costs | -7.7 | -7.3 | -51.1 |
Payments for debt extinguishment costs | -26.2 | -22.3 | ' |
Excess tax benefit from share-based incentive compensation | ' | 0.4 | 2.6 |
Changes in restricted cash | ' | ' | 262.9 |
Net cash (used in) provided by financing activities from continuing operations | -319.8 | -585.1 | 2,016.40 |
Effect of foreign currency exchange rate changes on cash and cash equivalents | -13.7 | 11.1 | 2 |
Net change in cash and cash equivalents from continuing operations | 185.8 | -294.7 | 15.8 |
Net cash provided by operating activities from discontinued operations | 6.4 | 2.8 | 16.3 |
Net cash provided by (used in) investing activities from discontinued operations | 120.6 | 312.1 | -11.4 |
Net cash (used in) provided by financing activities from discontinued operations | ' | -44.2 | 7.3 |
Net change in cash and cash equivalents from discontinued operations | 127 | 270.7 | 12.2 |
Cash and cash equivalents: | ' | ' | ' |
Balance, beginning of period | 679.6 | 703.6 | 675.6 |
Net change during the period | 312.8 | -24 | 28 |
Balance, end of period | 992.4 | 679.6 | 703.6 |
Supplemental Cash Flow Information: | ' | ' | ' |
Interest payments, net of amounts capitalized | 289.7 | 323 | 134.8 |
Income tax payments | 114.8 | 108.6 | 105.6 |
Restructuring payments | 107 | 103.4 | 28.6 |
Stock appreciation rights payments (less amounts included in restructuring payments) | 46 | 24 | ' |
Non-cash items: | ' | ' | ' |
Transfers of shares of our common stock from treasury as part of our 2012 and 2011 profit-sharing plan contributions | $18.70 | $18.70 | ' |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Organization and Nature of Operations | ' |
Note 1 Organization and Nature of Operations | |
We are a global leader in food safety and security, facility hygiene and product protection. We serve an array of end markets including food and beverage processing, food service, retail, healthcare and industrial, and commercial and consumer applications. Our focus is on achieving quality sales growth through leveraging our geographic footprint, technological know-how and leading market positions to bring measurable, sustainable value to our customers, employees and investors. | |
We conduct substantially all of our business through three wholly-owned subsidiaries, Cryovac, Inc., Sealed Air Corporation (US) and Diversey, Inc. Throughout this report, when we refer to “Sealed Air,” the “Company,” “we,” “our,” or “us,” we are referring to Sealed Air Corporation and all of our subsidiaries, except where the context indicates otherwise. | |
Effective as of January 1, 2014, we changed our segment reporting structure. See Note 5, “Segments” for further information. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies and Recently Issued Accounting Standards | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
Summary of Significant Accounting Policies and Recently Issued Accounting Standards | ' | |||
Note 2 Summary of Significant Accounting Policies and Recently Issued Accounting Standards | ||||
Summary of Significant Accounting Policies | ||||
Basis of Presentation | ||||
Our consolidated financial statements include all of the accounts of the Company and our subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. All amounts are in millions, except per share amounts, and approximate due to rounding. Some prior period amounts have been reclassified to conform to the current year presentation. These reclassifications, individually and in the aggregate, had no impact on our consolidated financial condition, results of operations and cash flows. | ||||
The consolidated financial statements and information included in this Annual Report on Form 10-K (“Form 10-K”) include the financial results of Diversey for the periods beginning October 3, 2011 (date of acquisition). All results prior to October 3, 2011 include historical Sealed Air results only. The financial results included in this Form 10-K related to the acquisition method accounting for the Diversey transaction have been finalized. See Note 4, “Acquisition of Diversey Holdings, Inc.,” for further information about the acquisition and related transactions and the acquisition accounting. | ||||
On December 6, 2013, we completed the sale of our rigid medical packaging business. The operating results for the rigid medical packaging business were reclassified to discontinued operations, net of tax, on the consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011, and the assets and liabilities of the rigid medical packaging business were reclassified to assets and liabilities held for sale as of December 31, 2012. On November 14, 2012, we completed the sale of Diversey G.K. (“Diversey Japan”) (an indirect subsidiary of Diversey, Inc.). The operating results for Diversey Japan were reclassified to discontinued operations, net of tax, on the consolidated statements of operations for the years ended December 31, 2012 and 2011. Prior year disclosures in the Consolidated Statement of Cash Flows and the Notes to Consolidated Financial Statements have been revised accordingly. See Note 3, “Divestitures,” for further information. | ||||
During the first quarter of 2013, we identified a misclassification in our December 31, 2012 consolidated balance sheet included in our 2012 Annual Report on Form 10-K. This misclassification, which was corrected on our December 31, 2012 condensed consolidated balance sheet included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, decreased our non-current deferred tax assets and non-current deferred tax liabilities by $105.5 million, decreasing our non-current deferred tax assets from $255.8 million to $150.3 million and decreasing our non-current deferred tax liabilities from $472.5 million to $367.0 million. This misclassification had no impact on our net deferred tax asset balance as of December 31, 2012 and it did not impact our consolidated statements of operations or cash flows. Accordingly, we do not consider this correction to be material to our consolidated financial condition or results of operations. | ||||
Use of Estimates | ||||
The preparation of our consolidated financial statements and related disclosures in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including amounts recorded in connection with the acquisition of Diversey, the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the period reported. These estimates include, among other items, assessing the collectability of receivables, the use and recoverability of inventory, the estimation of fair value of financial instruments, assumptions used in the calculation of income taxes, useful lives and recoverability of tangible and goodwill and other intangible assets, assumptions used in our defined benefit pension plans, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, costs for incentive compensation and accruals for commitments and contingencies. We review these estimates and assumptions periodically using historical experience and other factors and reflect the effects of any revisions in the consolidated financial statements in the period we determine any revisions to be necessary. Actual results could differ from these estimates. | ||||
Financial Instruments | ||||
We may use financial instruments, such as cross currency swaps, interest rate swaps, caps and collars, U.S. Treasury lock agreements and foreign currency exchange forward contracts and options relating to our borrowing and trade activities. We may use these financial instruments from time to time to manage our exposure to fluctuations in interest rates and foreign currency exchange rates. We do not purchase, hold or sell derivative financial instruments for trading purposes. We face credit risk if the counterparties to these transactions are unable to perform their obligations. Our policy is to have counterparties to these contracts that are rated at least BBB- by Standard & Poor’s and Baa3 by Moody’s. | ||||
We report derivative instruments at fair value and establish criteria for designation and effectiveness of transactions entered into for hedging purposes. Before entering into any derivative transaction, we identify our specific financial risk, the appropriate hedging instrument to use to reduce this risk, and the correlation between the financial risk and the hedging instrument. We use purchase orders and historical data as the basis for determining the anticipated values of the transactions to be hedged. We do not enter into derivative transactions that do not have a high correlation with the underlying financial risk we are trying to reduce. We regularly review our hedge positions and the correlation between the transaction risks and the hedging instruments. | ||||
We account for derivative instruments as hedges of the related underlying risks if we designate these derivative instruments as hedges and the derivative instruments are effective as hedges of recognized assets or liabilities, forecasted transactions, unrecognized firm commitments or forecasted intercompany transactions. | ||||
We record gains and losses on derivatives qualifying as cash flow hedges in other comprehensive income, to the extent that hedges are effective and until the underlying transactions are recognized in the consolidated statements of operations, at which time we recognize the gains and losses in the consolidated statements of operations. We recognize gains and losses on qualifying fair value hedges and the related loss or gain on the hedged item attributable to the hedged risk in the consolidated statements of operations. | ||||
Generally, our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring. Any deferred gains or losses associated with derivative instruments are recognized on the consolidated statements of operations over the period in which the income or expense on the underlying hedged transaction is recognized. | ||||
See Note 13, “Derivatives and Hedging Activities,” for further details. | ||||
Fair Value Measurements of Financial Instruments | ||||
In determining fair value of financial instruments, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. We determine fair value of our financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: | ||||
• | Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | |||
• | Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | |||
• | Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | |||
Our fair value measurements for our financial instruments are subjective and involve uncertainties and matters of significant judgment. Changes in assumptions could significantly affect our estimates. See Note 14, “Fair Value Measurements and Other Financial Instruments,” for further details on our fair value measurements. | ||||
Foreign Currency Translation | ||||
In non-U.S. locations that are not considered highly inflationary, we translate the balance sheets at the end of period exchange rates with translation adjustments accumulated in stockholders’ equity on our consolidated balance sheets. We translate the statements of operations at the average exchange rates during the applicable period. | ||||
We translate assets and liabilities of our operations in countries with highly inflationary economies at the end of period exchange rates, except that nonmonetary asset and liability amounts are translated at historical exchange rates. In countries with highly inflationary economies, we translate items reflected in the statements of operations at average rates of exchange prevailing during the period, except that nonmonetary amounts are translated at historical exchange rates. | ||||
Commitments and Contingencies — Litigation | ||||
On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of these actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of these matters and whether a reasonable estimation of the probable loss, if any, can be made. In assessing probable losses, we make estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that disputed matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made. We expense legal costs, including those legal costs expected to be incurred in connection with a loss contingency, as incurred. | ||||
Revenue Recognition | ||||
Our revenue earning activities primarily involve manufacturing and selling products, and we consider revenues to be earned when we have completed the process by which we are entitled to receive consideration. The following criteria are used for revenue recognition: persuasive evidence that an arrangement exists, shipment has occurred, selling price is fixed or determinable, and collection is reasonably assured. | ||||
Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales on the consolidated statements of operations. | ||||
Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments impact the amount of net sales recognized by us in the period of adjustment. Charges for rebates and other allowances were approximately 9% of gross sales in 2013 and 2012 and 6% of gross sales in 2011. Charges for rebates and other allowances as a percentage of gross sales increased in 2012 as compared with 2011, primarily due to the incremental impact of rebates and other allowances associated with the acquired Diversey business in the fourth quarter of 2011. We expect 2014 rebates and other allowances to be approximately the same percentage of gross sales as in 2013. | ||||
Research and Development | ||||
We expense research and development costs as incurred. Research and development costs were $133 million in 2013, $135 million in 2012 and $105 million in 2011. | ||||
Share-Based Incentive Compensation | ||||
Our primary share-based employee incentive compensation program is the 2005 Contingent Stock Plan. See Note 19, “Stockholders’ Equity,” for further information on this plan. | ||||
We record share-based compensation awards exchanged for employee services at fair value on the date of grant and record the expense for these awards in selling, general and administrative expense on our consolidated statements of operations over the requisite employee service period. Share-based incentive compensation expense includes an estimate for forfeitures and anticipated achievement levels and is generally recognized over the expected term of the award on a straight-line basis. | ||||
Environmental Expenditures | ||||
We expense or capitalize environmental expenditures that relate to ongoing business activities, as appropriate. We expense costs that relate to an existing condition caused by past operations and which do not contribute to current or future net sales. We record liabilities when we determine that environmental assessments or remediation expenditures are probable and that we can reasonably estimate the associated cost or a range of costs. | ||||
Income Taxes | ||||
We file a consolidated U.S. federal income tax return. Our non-U.S. subsidiaries file income tax returns in their respective local jurisdictions. We provide for U.S. income taxes on those portions of our foreign subsidiaries’ accumulated earnings that we believe are not reinvested indefinitely in our businesses. It is not practicable to estimate the amount of tax that might be payable on the portion of those accumulated earnings that we believe are reinvested indefinitely. | ||||
We account for income taxes under the asset and liability method to provide for income taxes on all transactions recorded in the consolidated financial statements. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax benefit carry forwards. We determine deferred tax assets and liabilities at the end of each period using enacted tax rates. | ||||
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with tax authorities. We recognize interest and penalties related to unrecognized tax benefits in income tax expense on our consolidated statements of operations. | ||||
See Note 17, “Income Taxes,” for further discussion. | ||||
Cash and Cash Equivalents | ||||
We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Our policy is to invest cash in excess of short-term operating and debt service requirements in cash equivalents. Cash equivalents are stated at cost, which approximates fair value because of the short term maturity of the instruments. Our policy is to transact with counterparties that are rated at least A- by Standard & Poor’s and A3 by Moody’s. Some of our operations are located in countries that are rated below A- or A3. In this case, we try to minimize our risk by holding cash and cash equivalents at financial institutions with which we have existing global relationships whenever possible, diversifying counterparty exposures and minimizing the amount held by each counterparty and within the country in total. | ||||
Accounts Receivable Securitization Programs | ||||
We and a group of our U.S. operating subsidiaries maintain an accounts receivable securitization program under which they sell eligible U.S. accounts receivable to an indirectly wholly-owned subsidiary that was formed for the sole purpose of entering into this program. The wholly-owned subsidiary in turn may sell an undivided fractional ownership interest in these receivables with two banks and an issuer of commercial paper administered by these banks. The wholly-owned subsidiary retains the receivables it purchases from the operating subsidiaries. | ||||
In February 2013, we entered into a European accounts receivable securitization and purchase program with a special purpose vehicle, or SPV, two banks and a group of our European subsidiaries. | ||||
Our programs qualify as a secured borrowing. Any transfers of ownership interests of receivables under our receivables securitization programs to the issuer of commercial paper or to the participating banks are considered secured borrowings and will be recorded as liabilities on our consolidated balance sheet. | ||||
See Note 9, “Accounts Receivable Securitization Programs” for further details. | ||||
Trade Receivables, Net | ||||
In the normal course of business, we extend credit to customers that satisfy pre-defined credit criteria. Trade receivables, which are included on the consolidated balance sheets are net of allowances for doubtful accounts. We maintain trade receivable allowances for estimated losses resulting from the failure of our customers to make required payments. An additional allowance may be required if the financial condition of our customers deteriorates. | ||||
Inventories | ||||
We determine the cost of our legacy Sealed Air U.S. inventories on a last-in, first-out or LIFO cost flow basis. The cost of our U.S. equipment inventories and the balance of our U.S. inventories and most non-U.S. inventories is determined on a first-in, first-out or FIFO cost flow basis. We state inventories at the lower of cost or market. | ||||
Property and Equipment, Net | ||||
We state property and equipment at cost, except for the fair value of acquired property and equipment and property and equipment that have been impaired, for which we reduce the carrying amount to the estimated fair value at the impairment date. We capitalize significant improvements and charge repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. We remove the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognize any resulting gain or loss upon the disposition of the assets. | ||||
We depreciate the cost of property and equipment over their estimated useful lives on a straight-line basis as follows: buildings — 20 to 40 years; machinery and equipment — 5 to 10 years; and other property and equipment — 2 to 10 years. | ||||
Goodwill and Identifiable Intangible Assets | ||||
Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any noncontrolling interest in the acquiree and, (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. | ||||
Identifiable intangible assets consist primarily of patents, licenses, trademarks, trade names, customer lists and relationships, non-compete agreements and technology based intangibles and other contractual agreements. We amortize finite lived identifiable intangible assets over the shorter of their stated or statutory duration or their estimated useful lives, generally ranging from 3 to 15 years, on a straight-line basis to their estimated residual values and periodically review them for impairment. Total identifiable intangible assets comprise 11% in 2013 and 12% in 2012 of our consolidated total assets. | ||||
We use the acquisition method of accounting for all business combinations and do not amortize goodwill or intangible assets with indefinite useful lives. Goodwill and intangible assets with indefinite useful lives are tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. | ||||
Long-Lived Assets | ||||
Impairment and Disposal of Long-Lived Assets | ||||
For definite lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property, plant and equipment, whenever impairment indicators are present, we perform a review for impairment. We calculate the undiscounted value of the projected cash flows associated with the asset, or asset group, and compare this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over the fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate. | ||||
For indefinite — lived intangible assets, such as in-process research and development and trademarks and trade names, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over the fair value, if any. In addition, in all cases of an impairment review other than for in-process research and development assets, we re-evaluate whether continuing to characterize the asset as indefinite — lived is appropriate. See Note 8, “Goodwill and Identifiable Intangible Assets.” | ||||
Conditional Asset Retirement Obligations | ||||
We recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. A conditional asset retirement obligation is a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within our control. In addition, we would record a corresponding amount by increasing the carrying amount of the related long-lived asset, which is depreciated over the useful life of such long-lived asset. | ||||
Self-Insurance | ||||
We retain the obligation for specified claims and losses related to property, casualty, workers’ compensation and employee benefit claims. We accrue for outstanding reported claims and claims that have been incurred but not reported based upon management’s estimates of the aggregate liability for retained losses using historical experience, insurance company estimates and the estimated trends in claim values. Our estimates include management’s and independent insurance companies’ assumptions regarding economic conditions, the frequency and severity of claims and claim development patterns and settlement practices. These estimates and assumptions are monitored and evaluated on a periodic basis by management and are adjusted when warranted by changing circumstances. Although management believes it has the ability to adequately project and record estimated claim payments, actual results could differ significantly from the recorded liabilities. | ||||
Pensions | ||||
For a number of our U.S. employees and our international employees, we maintain defined benefit pension plans. We are required to make assumptions regarding the valuation of projected benefit obligations and the performance of plan assets for our defined benefit pension plans. | ||||
We review and approve the assumptions made by our third-party actuaries regarding the valuation of benefit obligations and performance of plan assets. The principal assumptions concern the discount rate used to measure future obligations, the expected future rate of return on plan assets, the expected rate of future compensation increases and various other actuarial assumptions. The measurement date used to determine benefit obligations and plan assets is December 31. In general, significant changes to these assumptions could have a material impact on the costs and liabilities recorded in our consolidated financial statements. | ||||
See Note 15, “Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans,” for information about the combined company’s benefit plans. | ||||
Net Earnings per Common Share | ||||
Basic earnings per common share is calculated by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Non-vested share-based payment awards that contain non-forfeitable rights to dividends are treated as participating securities and therefore included in computing earnings per common share using the “two-class method.” The two-class method is an earnings allocation formula that calculates basic and diluted net earnings per common share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. The non-vested restricted stock issued under our 2005 Contingent Stock Plan are considered participating securities since these securities have non-forfeitable rights to dividends when we declare a dividend during the contractual vesting period of the share-based payment award and therefore included in our earnings allocation formula using the two-class method. | ||||
When calculating diluted net earnings per common share, the more dilutive effect of applying either of the following is presented: (a) the two-class method (described above) assuming that the participating security is not exercised or converted, or, (b) the treasury stock method for the participating security. Our diluted net earnings per common share for all periods presented were calculated using the two-class method since such method was more dilutive. | ||||
See Note 21, “Net (Loss) Earnings Per Common Share,” for further discussion. | ||||
Recently Issued Accounting Standards | ||||
Adopted in 2013 and 2014 | ||||
In October 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-04, Technical Corrections and Improvement, which makes certain technical corrections (i.e., relatively minor corrections and clarifications) and “conforming fair value amendments”. The amendments affect various codification topics and apply to all reporting entities within the scope of those topics. This standard becomes effective for us upon issuance, except for amendments that are subject to transition guidance, which was effective for fiscal periods beginning after December 15, 2012. The adoption of this standard did not have any material effect on our consolidated financial condition or results of operations. | ||||
In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. This standard update, which amends the guidance on testing indefinite-lived intangible assets, other than goodwill, for impairment, provides companies with the option to first perform a qualitative assessment before performing the two-step quantitative impairment test. If the company determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more likely than not to exceed its carrying amount, then the company would not need to perform the two-step quantitative impairment test. This standard does not revise the requirement to test indefinite-lived intangible assets annually for impairment. This standard was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption allowed. The adoption of this standard did not have any material effect on our consolidated financial condition or results of operations. | ||||
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, which creates new disclosure requirements about the nature of an entity’s rights of offset and related arrangements associated with its financial instruments and derivative instruments. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods therein, with retrospective application required. The new disclosures are designed to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards. The adoption of this standard did not have any material effect on our consolidated financial condition or results of operations as they are disclosure requirements only. | ||||
In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, a company is required to present either on the statement of operations or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The disclosure requirements are effective for annual reporting periods beginning after December 15, 2012, prospectively. The adoption of this standard did not have any material effect on our consolidated financial condition or results of operations as they are disclosure requirements only. | ||||
In July 2013, the FASB issued ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. This standard update permits companies to use the Fed Funds Effective Swap Rate as a U.S. benchmark interest rate for hedge accounting purposes, in addition to the U.S. government (UST) and London Interbank Offered Rate. This amendment also removes the restriction on using different benchmark rates for similar hedges. This amendment was effective on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. There was no impact on our consolidated financial statements upon adoption of this standard update. | ||||
In February 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. This standard update requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the following: (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. This standard becomes effective for fiscal years and interim periods within those years beginning after December 15, 2013. This standard update is required to be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements that existed at the beginning of the fiscal year of adoption. The adoption of this standard did not have a material impact to our consolidated financial position or results of operations. Any future impact will depend on future activity that may qualify under this standard. | ||||
In March 2013, the FASB issued ASU 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This standard update requires an entity to release any cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This standard update becomes effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2013. The impact of the adoption of this standard update on our consolidated financial statements will be based on any future activity that qualifies within this guidance. | ||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carryforward Exists. This standard update provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This standard update becomes effective for fiscal years and interim periods within those years beginning after December 15, 2013. The amendment should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Early adoptions and retrospective application are permitted. The adoption of this standard did not have a material impact to our consolidated financial position or results of operations. |
Divestitures
Divestitures | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Divestitures | ' | ||||||||||||
Note 3 Divestitures | |||||||||||||
Sale of Rigid Medical Packaging Business | |||||||||||||
On December 6, 2013, we completed the sale of the rigid medical packaging business to a private equity firm, Mason Wells Buyout Fund III, L.P. for gross proceeds of $125 million, including certain purchase price adjustments. Net proceeds were $122 million. We recorded a pre-tax gain on the sale of $40 million ($23 million net of tax) which is included in net earnings in the consolidated statement of operations for the year ended December 31, 2013. | |||||||||||||
The rigid medical packaging business was included in Other and was comprised of: Nelipak Holdings, located in the Netherlands and Ireland, Alga Plastics, located in the U.S. and ATE located in Costa Rica. | |||||||||||||
The results of the rigid medical packaging business are presented as discontinued operations, net of tax, in the consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011 and cash flows and related disclosures and, as such, have been excluded from both continuing operations and segment results for all years presented. Assets and liabilities of the rigid medical packaging business have been segregated as assets and liabilities held for sale in the consolidated balance sheet as of December 31, 2012. The operating results of the retained portion of the previously reported Medical Applications business continues to be part of Other. | |||||||||||||
Following is selected financial information included in net earnings from discontinued operations: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net sales | $ | 89.6 | $ | 88.9 | $ | 83.6 | |||||||
Operating profit | $ | 11.4 | $ | 10.6 | $ | 8.6 | |||||||
Earnings before income tax provision | $ | 11.1 | $ | 10.6 | $ | 8.6 | |||||||
Income tax provision | 3.5 | 2.8 | 2.8 | ||||||||||
Net earnings from discontinued operations | $ | 7.6 | $ | 7.8 | $ | 5.8 | |||||||
Gain on sale of discontinued operations before income tax provision | $ | 40.2 | $ | — | $ | — | |||||||
Income tax provision on sale | 17.3 | — | — | ||||||||||
Net gain on sale of discontinued operations | $ | 22.9 | $ | — | $ | — | |||||||
The carrying value of the major classes of assets and liabilities for these discontinued operations were as follows: | |||||||||||||
December 31, | |||||||||||||
2012 | |||||||||||||
Assets: | |||||||||||||
Trade receivables, net | $ | 11.7 | |||||||||||
Other receivables | 0.4 | ||||||||||||
Inventories | 7.5 | ||||||||||||
Other current assets | 0.8 | ||||||||||||
Property and equipment, net | 18.6 | ||||||||||||
Goodwill | 40.2 | ||||||||||||
Intangible assets, net | 8.1 | ||||||||||||
Assets held for sale | $ | 87.3 | |||||||||||
Liabilities: | |||||||||||||
Accounts payable | $ | 3.6 | |||||||||||
Other current liabilities | 3.9 | ||||||||||||
Other liabilities | 1.4 | ||||||||||||
Liabilities held for sale | $ | 8.9 | |||||||||||
There is no continuing involvement in the operations of the entities that make up the discontinued operations. | |||||||||||||
Sale of Diversey Japan | |||||||||||||
On November 14, 2012, we completed the sale of Diversey G.K. (“Diversey Japan”) (an indirect subsidiary of Diversey, Inc.) to an investment vehicle of The Carlyle Group (“Carlyle”) for gross proceeds of $323 million, including certain purchase price adjustments. After transaction costs of $10 million, we used substantially of all the net proceeds of $313 million to prepay a portion of our term loans outstanding under our senior secured credit facilities (see Note 12, “Debt and Credit Facilities”). We recorded a pre-tax gain on the sale of $211 million ($179 million net of tax) which is included in net earnings in the consolidated statement of operations for the year ended December 31, 2012. | |||||||||||||
Diversey Japan was acquired as part of the acquisition of Diversey on October 3, 2011. See Note 4, “Acquisition of Diversey Holdings, Inc.” The Diversey Japan business was part of the Company’s Diversey Care reportable segment. The results of the Diversey Japan business are presented as discontinued operations, net of tax, in the consolidated statements of operations for the years ended December 31, 2012 and 2011 and Cash Flows and related disclosures and, as such, have been excluded from both continuing operations and segment results for all years presented. | |||||||||||||
Following is selected financial information included in net earnings from discontinued operations: | |||||||||||||
2012 | 2011 | ||||||||||||
Net sales | $ | 273.5 | $ | 90 | |||||||||
Operating profit | $ | 34.1 | $ | 17.9 | |||||||||
Earnings before income tax provision | $ | 33 | $ | 18.1 | |||||||||
Income tax provision | 12.1 | 7.5 | |||||||||||
Net earnings from discontinued operations | $ | 20.9 | $ | 10.6 | |||||||||
Gain on sale of discontinued operations before income tax provision | $ | 210.8 | $ | — | |||||||||
Income tax provision on sale | 31.9 | — | |||||||||||
Net gain on sale of discontinued operations | $ | 178.9 | $ | — | |||||||||
In connection with the sale, we entered into several agreements to provide certain supply and transitional services to Diversey Japan after closing of the sale. While those agreements have generated revenues and cash flows for the Company, the amounts and the Company’s continuing involvement in Diversey operations in Japan are not significant to the Company as a whole. |
Acquisition_of_Diversey_Holdin
Acquisition of Diversey Holdings, Inc. | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Acquisition of Diversey Holdings, Inc. | ' | ||||
Note 4 Acquisition of Diversey Holdings, Inc. | |||||
Description of Transaction | |||||
On October 3, 2011, we completed the acquisition of 100% of the outstanding stock of Diversey Holdings, Inc. Under the terms of the acquisition agreement, we paid in aggregate $2.1 billion in cash consideration and an aggregate of approximately 31.7 million shares of Sealed Air common stock to the shareholders of Diversey. We financed the payment of the cash consideration and related fees and expenses through (a) borrowings under our credit facility, (b) proceeds from our issuance of senior notes and (c) cash on hand. In connection with the acquisition, we also used these borrowings and cash on hand to retire $1.6 billion of existing indebtedness of Diversey. The new credit facility and notes are described in Note 12, “Debt and Credit Facilities.” | |||||
We acquired Diversey to position us to capture growth opportunities by developing end-to-end service-based solutions for the food processing and food service industries, to leverage combined research and development investments to develop broader growth initiatives in the food processing and food service industries and to improve access to under-developed markets and increase access to developing regions. | |||||
Summary Unaudited Pro Forma Financial Information | |||||
The following table presents unaudited supplemental pro forma financial information as if the acquisition of Diversey had occurred on January 1, 2011 for the period presented below. The pro forma results provided below have been revised to reflect the discontinued operations of the rigid medical packaging business and the Diversey Japan business as if those had occurred on January 1, 2011 for the period presented below. The impact of this revision was not material to the results included below. | |||||
2011 | |||||
Net sales | $ | 7,701.40 | |||
Operating profit | $ | 578.4 | |||
Net earnings from continuing operations | $ | 100.3 | |||
Weighted average number of common shares outstanding: | |||||
Basic | 190.8 | ||||
Diluted | 209.2 | ||||
Net earnings per common share: | |||||
Basic | $ | 0.53 | |||
Diluted | $ | 0.48 | |||
For the year ended December 31, 2011, material non-recurring pro forma adjustments include the removal of costs related to the acquisition of Diversey of $70 million, including $6 million of acquisition costs included in legacy Diversey’s consolidated statement of operations for the nine months ended September 30, 2011, and the removal of the step-up in inventories, net, of $12 million. |
Segments
Segments | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segments | ' | ||||||||||||
Note 5 Segments | |||||||||||||
Effective as of January 1, 2014, we changed our segment reporting structure in order to reflect the way management now makes operating decisions and manages the growth and profitability of the business. This change corresponds with management’s current approach of allocating costs and resources and assessing the performance of our segments. We report our segment information in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 280, “Segment Reporting,” (“FASB ASC Topic 280”). There has been no change in our total consolidated financial condition or results of operations previously reported as a result of the change in our segment structure. There were no changes to the reportable segment assets as a result of the change in segment reporting. | |||||||||||||
As a result, the Company’s new segment reporting structure consists of three reportable segments and an “Other” category and is as follows: | |||||||||||||
• | Food Care; | ||||||||||||
• | Diversey Care; | ||||||||||||
• | Product Care; and | ||||||||||||
• | Other (includes Corporate, Medical Applications and New Ventures businesses) | ||||||||||||
The Company’s Food Care, Diversey Care and Product Care segments are considered reportable segments under FASB ASC Topic 280. Our reportable segments are aligned with similar groups of products. Other includes Corporate and the Medical Applications and New Ventures businesses. The Medical Applications and New Ventures businesses were previously included in the Company’s “Other Category.” Other includes certain costs that are not allocated to the reportable segments, primarily consisting of unallocated corporate overhead costs, including administrative functions and cost recovery variances not allocated to the reportable segments from global functional expenses. | |||||||||||||
Other also includes all items the Company categorizes as special or unusual items that are reported on the condensed consolidated statements of operations. These special items primarily consist of restructuring and other associated costs, expenses related to stock appreciation rights (“SARs”), which were issued in connection with the acquisition of Diversey in 2011, loss on debt redemptions and foreign currency exchange gains/losses related to Venezuelan subsidiaries. | |||||||||||||
As of January 1, 2014, the Company also changed the segment performance measure in which the chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, assesses segment performance and makes allocation decisions by segment from operating profit (a U.S. GAAP financial measure) to Adjusted EBITDA (a non-U.S. GAAP financial measure). Adjusted EBITDA is defined as Earnings before Interest Expense, Taxes, Depreciation and Amortization, adjusted to exclude the impact of special items. See “Use of Non-U.S. GAAP Information” above for further information of our use of non-U.S. GAAP measures. | |||||||||||||
We allocate and disclose depreciation and amortization expense to our segments, although property and equipment, net is not allocated to the segment assets, nor is depreciation and amortization included in the segment performance metric Adjusted EBITDA. We also disclose restructuring and other charges and impairment of goodwill and other intangible assets by segment, although these items are not included in the segment performance metric Adjusted EBITDA since restructuring and other charges and impairment of goodwill and other intangible assets are categorized as special items as discussed above. The accounting policies of the reportable segments and Other are the same as those applied to the condensed consolidated financial statements. | |||||||||||||
The changes in the Company’s segment structure and segment performance measure better provides the CODM with information to assess segment performance and to make resource and allocation decisions, as the new segment structure and performance measure reflect the current management of our businesses. Accordingly, the new measure will also assist our investors by providing them with a better understanding of the segment so that the user can make a more informed decision about the Company, which is consistent with FASB ASC Topic 280. | |||||||||||||
The following tables show net sales and Adjusted EBITDA by our segment reporting structure: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net sales | |||||||||||||
Food Care | $ | 3,814.20 | $ | 3,744.00 | $ | 3,242.30 | |||||||
Diversey Care | 2,160.80 | 2,131.90 | 534.6 | ||||||||||
Product Care | 1,610.00 | 1,580.40 | 1,595.00 | ||||||||||
Total reportable segments | 7,585.00 | 7,456.30 | 5,371.90 | ||||||||||
Other | 105.8 | 102.9 | 95.4 | ||||||||||
Total | $ | 7,690.80 | $ | 7,559.20 | $ | 5,467.30 | |||||||
Adjusted EBITDA | |||||||||||||
Food Care | $ | 613.9 | $ | 577.7 | $ | 532.3 | |||||||
Adjusted EBITDA margin | 16.1 | % | 15.4 | % | 16.4 | % | |||||||
Diversey Care | 237.3 | 217.9 | 39.8 | ||||||||||
Adjusted EBITDA margin | 11 | % | 10.2 | % | 7.4 | % | |||||||
Product Care | 264.5 | 267.4 | 263.1 | ||||||||||
Adjusted EBITDA margin | 16.4 | % | 16.9 | % | 16.5 | % | |||||||
Total reportable segments Adjusted EBITDA | $ | 1,115.70 | $ | 1,063.00 | $ | 835.2 | |||||||
Adjusted EBITDA margin | 14.7 | % | 14.3 | % | 15.5 | % | |||||||
Other | (77.7 | ) | (82.3 | ) | (79.3 | ) | |||||||
Adjusted EBITDA margin | (73.4 | )% | (80.0 | )% | (83.1 | )% | |||||||
Total Company Adjusted EBITDA | $ | 1,038.00 | $ | 980.7 | $ | 755.9 | |||||||
Adjusted EBITDA margin | 13.5 | % | 13 | % | 13.8 | % | |||||||
The following table shows a reconciliation of Non-U.S. GAAP Total Company Adjusted EBITDA to U.S. GAAP net earnings from continuing operations: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Non-U.S. GAAP Total Company Adjusted EBITDA | $ | 1,038.00 | $ | 980.7 | $ | 755.9 | |||||||
Depreciation and amortization(1) | (307.5 | ) | (317.1 | ) | (208.3 | ) | |||||||
Special items(2): | |||||||||||||
Write-down of non-strategic assets included in depreciation and amortization(2) | 5.3 | 0.8 | — | ||||||||||
Impairment of goodwill and other intangible assets(3) | — | (1,892.3 | ) | — | |||||||||
Restructuring and other charges(4) | (73.8 | ) | (142.5 | ) | (52.2 | ) | |||||||
Other restructuring associated costs included in cost of sales and selling general and administrative expenses | (32.0 | ) | (38.9 | ) | (3.9 | ) | |||||||
SARs | (38.1 | ) | (18.4 | ) | — | ||||||||
Costs related to the acquisition and integration of Diversey | (1.1 | ) | (7.4 | ) | (64.8 | ) | |||||||
Impairment of equity method investment in 2013 and 2012 including related bad debt write-down of $2.3 million in 2012 | (2.1 | ) | (25.8 | ) | — | ||||||||
Foreign currency exchange losses related to Venezuelan subsidiaries | (13.1 | ) | (0.4 | ) | (0.3 | ) | |||||||
Loss on debt redemption | (36.3 | ) | (36.9 | ) | — | ||||||||
Settlement agreement related costs | (1.0 | ) | (0.7 | ) | (0.9 | ) | |||||||
Additional cost of sales for the step-up in inventories, net related to the Diversey acquisition in 2011 | — | — | (10.8 | ) | |||||||||
Legacy Diversey non-recurring charges in 2011 | — | — | (12.6 | ) | |||||||||
Gain on sale of facility in 2011 | — | — | 3.9 | ||||||||||
Other expense, net | 0.4 | 1 | — | ||||||||||
Interest expense | (361.0 | ) | (384.7 | ) | (216.6 | ) | |||||||
Income tax provision (benefit) | 84 | (264.7 | ) | 56.7 | |||||||||
U.S. GAAP net earnings (loss) from continuing operations | $ | 93.7 | $ | (1,617.9 | ) | $ | 132.7 | ||||||
(1) | Depreciation and amortization by segment is as follows: | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Food Care | $ | 118.4 | $ | 140 | $ | 113.7 | |||||||
Diversey Care | 132.3 | 127.6 | 34.7 | ||||||||||
Product Care | 38.2 | 37.9 | 40.9 | ||||||||||
Total reportable segments | 288.9 | 305.5 | 189.3 | ||||||||||
Other (includes write-down of non-strategic assets) | 18.6 | 11.6 | 19 | ||||||||||
Total Company | $ | 307.5 | $ | 317.1 | $ | 208.3 | |||||||
(2) | Includes items the Company considers unusual or special items. See “Non-U.S. GAAP information” above for further information. | ||||||||||||
(3) | Impairment of goodwill and other intangible assets in 2012 by our segment reporting structure was as follows: | ||||||||||||
2012 | |||||||||||||
Food Care | $ | 543.4 | |||||||||||
Diversey Care | 1,326.70 | ||||||||||||
Product Care | — | ||||||||||||
Other | 22.2 | ||||||||||||
Total | $ | 1,892.30 | |||||||||||
See Note 8, “Goodwill and Identifiable Intangible Assets” for a discussion of the facts and circumstance that led to this impairment in 2012. | |||||||||||||
(4) | Restructuring and other charges by our segment reporting structure were as follows: | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Food Care | $ | 25.1 | $ | 72 | $ | 13.1 | |||||||
Diversey Care | 32.2 | 53.1 | 39.5 | ||||||||||
Product Care | 16.4 | 16.7 | (0.4 | ) | |||||||||
Other | 0.1 | 0.7 | — | ||||||||||
Total | $ | 73.8 | $ | 142.5 | $ | 52.2 | |||||||
The restructuring and other charges in 2013 primarily relate to our previously announced Earnings Quality Improvement Program (EQIP). The restructuring and other charges in 2012 and 2011 primarily relate to the Integration and Optimization Program (IOP). See Note 10, “Restructuring Activities,” for further discussion. | |||||||||||||
Assets by Reportable Segments | |||||||||||||
The following table shows assets allocated by our segment reporting structure. Only assets which are identifiable by segment and reviewed by our chief operating decision maker by segment are allocated to the reportable segment assets, which are trade receivables, net, and finished goods inventories, net. All other assets are included in “Assets not allocated.” | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Assets: | |||||||||||||
Trade receivables, net, and finished goods inventories, net | |||||||||||||
Food Care | $ | 768.5 | $ | 811.9 | |||||||||
Diversey Care | 543 | 587.8 | |||||||||||
Product Care | 310.1 | 331.3 | |||||||||||
Other | 19.3 | 22 | |||||||||||
Total segments and other | 1,640.90 | 1,753.00 | |||||||||||
Assets not allocated | |||||||||||||
Cash and cash equivalents | 992.4 | 679.6 | |||||||||||
Property and equipment, net | 1,134.50 | 1,194.20 | |||||||||||
Goodwill | 3,114.60 | 3,151.20 | |||||||||||
Intangibles, net | 1,016.90 | 1,131.60 | |||||||||||
Assets held for sale | — | 87.3 | |||||||||||
Other assets | 1,234.90 | 1,334.80 | |||||||||||
Total | $ | 9,134.20 | $ | 9,331.70 | |||||||||
Allocation of Goodwill and Identifiable Intangible Assets to Reportable Segments | |||||||||||||
Our management views goodwill and identifiable intangible assets as corporate assets, so we do not allocate their balances to the reportable segments. However, we are required to allocate their balances to each reporting unit to perform our annual impairment review, which we do during the fourth quarter of the year. See Note 8, “Goodwill and Identifiable Intangible Assets,” for the allocation of goodwill and identifiable intangible assets and the changes in their balances in the year ended December 31, 2013 by our segment reporting structure, and the details of our impairment review. | |||||||||||||
Geographic Information | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net sales(1): | |||||||||||||
United States | 2,729.70 | 2,684.70 | 2,279.60 | ||||||||||
Canada | 277.2 | 267.7 | 172.6 | ||||||||||
Europe | 2,447.80 | 2,416.50 | 1,581.90 | ||||||||||
Latin America | 824.3 | 799.7 | 545.7 | ||||||||||
AMAT | 846.8 | 794.4 | 346 | ||||||||||
JANZ | 565 | 596.2 | 541.5 | ||||||||||
Total | 7,690.80 | 7,559.20 | 5,467.30 | ||||||||||
Total long-lived assets(1)(2): | |||||||||||||
United States | 2,918.00 | 2,985.00 | 4,536.30 | ||||||||||
Canada | 93 | 105.8 | 48 | ||||||||||
Europe | 1,591.50 | 1,643.20 | 1,945.30 | ||||||||||
Latin America | 233.6 | 259.8 | 385.4 | ||||||||||
AMAT | 650 | 699.8 | 815.8 | ||||||||||
JANZ | 167.3 | 198.5 | 169.9 | ||||||||||
Total | 5,653.40 | 5,892.10 | 7,900.70 | ||||||||||
(1) | Net sales attributed to the geographic areas represent net sales to external customers. No non-U.S. country had net sales in excess of 10% of consolidated net sales or long-lived assets in excess of 10% of consolidated long-lived assets at December 31, 2013 and 2012. | ||||||||||||
(2) | Total long-lived assets are total assets excluding total current assets and deferred tax assets. |
Inventories
Inventories | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
Note 6 Inventories | |||||||||
The following table details our inventories and the reduction of certain inventories to a LIFO basis: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Inventories (at FIFO, which approximates replacement value): | |||||||||
Raw materials | $ | 116.6 | $ | 124.2 | |||||
Work in process | 110.9 | 117 | |||||||
Finished goods | 514.5 | 539.1 | |||||||
Subtotal (at FIFO) | 742 | 780.3 | |||||||
Reduction of certain inventories to LIFO basis | (53.6 | ) | (51.4 | ) | |||||
Total | $ | 688.4 | $ | 728.9 | |||||
We determine the value of our legacy Sealed Air non-equipment U.S. inventories by the last-in, first-out or LIFO inventory method. U.S. inventories determined by the LIFO method were $101 million at December 31, 2013 and $104 million at December 31, 2012. |
Property_and_Equipment_net
Property and Equipment, net | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||||
Property and Equipment, net | ' | ||||||||||||
Note 7 Property and Equipment, net | |||||||||||||
The following table details our property and equipment. | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Land and improvements | $ | 135.8 | $ | 139.4 | |||||||||
Buildings | 729.6 | 704.8 | |||||||||||
Machinery and equipment | 2,488.40 | 2,531.30 | |||||||||||
Other property and equipment | 164.8 | 145.9 | |||||||||||
Construction-in-progress | 107.1 | 85.7 | |||||||||||
Property and equipment, gross | 3,625.70 | 3,607.10 | |||||||||||
Accumulated depreciation and amortization | (2,491.2 | ) | (2,412.9 | ) | |||||||||
Property and equipment, net | $ | 1,134.50 | $ | 1,194.20 | |||||||||
The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment for the three years ended December 31, 2013. | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Interest cost capitalized | $ | 4.9 | $ | 5.5 | $ | 4.2 | |||||||
Depreciation and amortization expense for property and equipment | $ | 160.2 | $ | 167.5 | $ | 144.3 | |||||||
Goodwill_and_Identifiable_Inta
Goodwill and Identifiable Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Goodwill and Identifiable Intangible Assets | ' | ||||||||||||||||||||||||||||||||
Note 8 Goodwill and Identifiable Intangible Assets | |||||||||||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||||||||||
We review goodwill for impairment on a reporting unit basis annually during the fourth quarter of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. While we are permitted to conduct a qualitative assessment to determine whether it is necessary to perform a two-step quantitative goodwill impairment test, for our annual goodwill impairment test in the fourth quarter of 2013, we performed a quantitative test for all of our reporting units. | |||||||||||||||||||||||||||||||||
The goodwill impairment test involves a two-step process. In step one, we compare the fair value of each of our reporting units to its carrying value, including the goodwill allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, there is no indication of impairment and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we must perform step two of the impairment test to measure the amount of impairment loss, if any. In the step two, the reporting unit’s fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit’s goodwill is less than the carrying value, the difference is recorded as an impairment loss. | |||||||||||||||||||||||||||||||||
2013 Annual Impairment Test | |||||||||||||||||||||||||||||||||
During the fourth quarter of 2013, we completed step one of our annual goodwill impairment test for our reporting units. We concluded that the fair values of these reporting units were above their carrying values and, therefore, there was no indication of impairment. | |||||||||||||||||||||||||||||||||
We estimated the fair value of these reporting units using a weighting of fair values derived from an income and market approaches. Under the income approach, we determine the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. The market approaches estimate fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. | |||||||||||||||||||||||||||||||||
Third Quarter 2012 Interim Impairment Test | |||||||||||||||||||||||||||||||||
During the third quarter of 2012, we determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for certain of our legacy-Diversey reporting units (North America, Europe and Latin America) included in the legacy-Diversey segment. These indicators included the recent business performance of those reporting units, combined with the long-term market conditions and business trends within the underlying regions. We estimated the fair value of these reporting units using a weighting of fair values derived from an income and market approach. Under the income approach, we determine the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. Based on the results of the step one impairment test, the fair value of the reporting units was substantially lower than the carrying value for those reporting units (regions mentioned above). As a result, we recorded an estimated $1.1 billion goodwill impairment charge in the three months ended September 30, 2012, which is included in impairment of goodwill and other intangible assets in the consolidated statements of operations. At the time, the charge was included in the legacy-Diversey segment. | |||||||||||||||||||||||||||||||||
In addition, during the third quarter of 2012 and prior to performing the step one impairment test, we considered the same indicators of potential impairment noted above as related to the indefinite lived assets of those reporting units. When indicators of impairment are present, we determine the fair value of the indefinite lived assets and compare them to their carrying values. We estimate the fair value of these assets using a relief from royalty method under an income approach. The key assumptions for this method are revenue projections, a royalty rate as determined by management in consultations with valuation experts, and a discount rate, established as discussed above. Based on our analysis, the fair values of an indefinite lived tradename was lower than its carrying value. As a result, we recorded a pre-tax impairment charge of $189 million associated with the Diversey tradename in the three months ended September 30, 2012, which is included in impairment of goodwill and other intangible assets in the consolidated statements of operations. At the time, the charge was included in the legacy-Diversey segment. | |||||||||||||||||||||||||||||||||
During the fourth quarter of 2012, we concluded step two of our interim impairment test for the legacy-Diversey reporting units noted above. This process resulted in the reduction of the estimated pre-tax goodwill impairment charge by $326 million. The reduction of the third quarter charge was due to the fair value of certain definite lived assets being less than their carrying value. While the discounted cash flows determined during the step one impairment review were less than the carrying value, the asset groups’ undiscounted cash flows associated with those reporting units were in excess of the carrying values, as such there was no impairment of those reporting units’ definite lived intangibles and long lived assets. | |||||||||||||||||||||||||||||||||
2012 Annual Impairment Test | |||||||||||||||||||||||||||||||||
During the fourth quarter of 2012, we completed step one of our annual goodwill impairment test for our legacy Sealed Air reporting units and Diversey’s Asia Pacific, Africa and Turkey (“APAT”) reporting unit. We concluded that the fair values of these reporting units were above their carrying values and, therefore, for these reporting units there was no indication of impairment. | |||||||||||||||||||||||||||||||||
New Reporting Units | |||||||||||||||||||||||||||||||||
In the fourth quarter of 2012, we began to operate under the new reporting structure, which resulted in a change in the composition of our reporting units. In the third quarter of 2013, we renamed our global business divisions under our segment reporting structure. There was no impact to the reportable segment results. | |||||||||||||||||||||||||||||||||
In connection with the new reporting structure in the fourth quarter of 2012, legacy-Diversey was divided into two reporting units, Hygiene Solutions (included in the Food & Beverage segment, renamed to Food Care segment) and Institutional & Laundry (its own segment, renamed to Diversey Care segment). | |||||||||||||||||||||||||||||||||
In addition, we combined (i) Sealed Air’s legacy Food Packaging and Food Solutions into the Packaging Solutions reporting unit (included in the Food & Beverage segment, renamed to Food Care segment), and (ii) Sealed Air’s legacy Protective Packaging, Shrink Packaging and Specialty Foam business of the former Specialty Materials reporting unit into the new Protective Packaging reporting unit (its own segment, renamed to Product Care segment). | |||||||||||||||||||||||||||||||||
Fourth Quarter 2012 Interim Impairment Test | |||||||||||||||||||||||||||||||||
At the end of the fourth quarter of 2012, based on the operating results under our new reporting structure, we determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for our Diversey Care and Hygiene Solutions reporting units. These indicators included the recent business performance of those reporting units as compared to the projections developed during the third quarter 2012 interim impairment review. We performed steps one and two of the impairment test for each of these two reporting units using the same approach as noted above. | |||||||||||||||||||||||||||||||||
Prior to performing the step one interim impairment test, we first evaluated the indefinite lived intangible assets allocated to the Diversey Care and Hygiene Solutions reporting units. On an annual basis, or when indicators of impairment are present, we determine the fair value of the indefinite lived assets and compare them to their carrying values. We estimate the fair value of these assets using a relief from royalty method under an income approach. Based on our analysis, the fair values of certain indefinite lived trademarks were lower than their carrying values. As a result, we recorded a pre-tax impairment charge of $441 million in the fourth quarter of 2012, which is included in impairment of goodwill and other intangible assets in the consolidated statements of operations and reflected in the Food Care ($140 million) and Diversey Care ($301 million) segments. | |||||||||||||||||||||||||||||||||
We also evaluated the recoverability of long lived assets of these reporting units. When indicators of impairment are present, we test definite lived and long lived assets for recoverability by comparing the carrying value of an asset group to their undiscounted cash flows. We considered the lower than expected revenue and profitability levels over a sustained period of time, and downward revisions to our cash flow forecasts for a portion of these reporting units to be indicators of impairment for their long-lived assets. Based on the results of the recoverability test, we determined that the carrying value of certain asset groups of the Hygiene Solutions reporting unit were higher than their undiscounted cash flow. We then looked at specific long-lived assets in those asset groups and determined that the carrying value of the customer relationships intangible assets exceeded their fair value. We estimated the fair value of those assets, primarily using the excess earnings method under an income approach. The key assumptions for this method are a projection of future revenue and profitability as determined by management, the expected survivorship and discount rate, established as discussed above. As a result, we recorded a pre-tax impairment charge of $149 million in the fourth quarter of 2012, which is included in the impairment of goodwill and other intangible assets in the consolidated statement of operations and reflected in the Food Care segment. | |||||||||||||||||||||||||||||||||
We also completed steps one and two of the interim goodwill impairment test for these reporting units. As a result, in the fourth quarter of 2012, we recorded an additional goodwill impairment charge for the Hygiene Solutions reporting unit of $174 million and $97 million for the Diversey Care reporting unit, which is included in impairment of goodwill and other intangible assets in the consolidated statements of operations. | |||||||||||||||||||||||||||||||||
At December 31, 2012 after completing our step one and step two interim goodwill impairment testing, we determined that the fair value of the Diversey Care reporting unit remained 12% below its carrying value. We also determined, prior to performing step one of the goodwill impairment review in the fourth quarter of 2012, that the undiscounted cash flows for the asset groups within the Diversey Care reporting unit, including customer relationships exceeded their carrying values. Accordingly, no impairment charge was required in 2012. | |||||||||||||||||||||||||||||||||
As part of the step two interim goodwill impairment testing, the Company estimated the fair value of the customer relationships included in the Diversey Care reporting unit using an excess earnings method under an income approach. The key assumptions for this method are a projection of future revenue and profitability as determined by management, the expected survivorship and discount rate. As a result, our step two analysis with respect to the Diversey Care reporting unit yielded fair values for our customer relationship intangible assets that were less than their carrying value. We also determined that there was no material fair value to assign to unrecognized intangible assets. | |||||||||||||||||||||||||||||||||
As a result of completing the Diversey Care reporting unit step two goodwill impairment test in the fourth quarter of 2012, we determined that the implied fair value of the reporting unit’s goodwill was less than its carrying value. Accordingly, we recorded an additional goodwill impairment charge for the Diversey Care reporting unit of $97 million, which is included in impairment of goodwill and other intangible assets in the consolidated statements of operations. We determined that the remaining goodwill at December 31, 2012 of $1,143.1 million allocated to the Diversey Care reporting unit after the completion of step two was recoverable. | |||||||||||||||||||||||||||||||||
Allocation of Goodwill to Reporting Units | |||||||||||||||||||||||||||||||||
Due to the changes in our segment reporting structure during the fourth quarter of 2012, we reassigned goodwill to our new reporting units using a relative fair value approach. Goodwill of the Food Care segment combines goodwill of two reporting units: Packaging Solutions, which includes former legacy Sealed Air’s Food Packaging and Food Solutions packaging reporting units, and Hygiene Solutions, which was previously reported in the legacy-Diversey segment. Goodwill of the Diversey Care segment also includes a portion of the goodwill previously reported in the legacy-Diversey segment. Goodwill of the Product Care segment combines goodwill of the former legacy Sealed Air’s Protective Packaging and Shrink Packaging reporting units and the specialty foam business of the former Specialty Materials reporting unit. | |||||||||||||||||||||||||||||||||
The goodwill of the Other Category is represented by the goodwill of the Medical Applications reporting unit. The following table shows our goodwill balances by our new segment reporting structure: | |||||||||||||||||||||||||||||||||
Gross | Accumulated | Carrying | Impact of | Gross | Accumulated | Carrying | |||||||||||||||||||||||||||
Carrying | Impairment | Value at | Foreign Currency | Carrying | Impairment | Value at | |||||||||||||||||||||||||||
Value at | December 31, | Translation | Value at | December 31, | |||||||||||||||||||||||||||||
December 31, | 2012 | Year Ended | December 31, | 2013 | |||||||||||||||||||||||||||||
2012 | December 31, | 2013 | |||||||||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||||||||||
Food Care | $ | 837.7 | $ | (208.0 | ) | $ | 629.7 | $ | (4.0 | ) | $ | 833.7 | $ | (208.0 | ) | $ | 625.7 | ||||||||||||||||
Diversey Care | 2,026.10 | (883.0 | ) | 1,143.10 | (32.0 | ) | 1,994.10 | (883.0 | ) | 1,111.10 | |||||||||||||||||||||||
Product Care | 1,372.70 | — | 1,372.70 | 0.1 | 1,372.80 | — | 1,372.80 | ||||||||||||||||||||||||||
Other Category | 5.7 | — | 5.7 | (0.7 | ) | 5 | — | 5 | |||||||||||||||||||||||||
Total | $ | 4,242.20 | $ | (1,091.0 | ) | $ | 3,151.20 | $ | (36.6 | ) | $ | 4,205.60 | $ | (1,091.0 | ) | $ | 3,114.60 | ||||||||||||||||
The excess of estimated fair values over carrying value, including goodwill for each of our reporting units that had goodwill as of the 2013 annual impairment test were the following: | |||||||||||||||||||||||||||||||||
Reporting Unit | % by Which Estimated Fair value | ||||||||||||||||||||||||||||||||
exceeds Carrying Value | |||||||||||||||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||||||||||
Food Care — Packaging Solutions | 321 | % | |||||||||||||||||||||||||||||||
Food Care — Hygiene Solutions | 91 | % | |||||||||||||||||||||||||||||||
Diversey Care | 27 | % | |||||||||||||||||||||||||||||||
Product Care | 35 | % | |||||||||||||||||||||||||||||||
Medical Applications | 96 | % | |||||||||||||||||||||||||||||||
(1) | The Medical Applications reporting unit as of our 2013 annual goodwill test date included the rigid medical packaging business which was disposed of on December 6, 2013. Included in the assets that were disposed of was approximately $40.2 million of goodwill that was previously included in the Medical Applications reporting unit. See Note 3, “Divestitures”, for further details regarding this disposition. | ||||||||||||||||||||||||||||||||
As noted in the table above, the Diversey Care reporting unit’s fair value exceeded its carrying value by 27% as a result of our 2013 annual goodwill impairment review. However, as of the fourth quarter of 2012, the fair value of our Diversey Care reporting unit was below its carrying value by 12% because the fair value of the customer relationship intangible assets within the reporting unit determined in our step two test discussed above was below their carrying value. The asset groups containing these customer relationships were also tested for impairment and determined to have undiscounted cash flows that exceeded their carrying values. Accordingly, no impairment of the customer relationship intangible assets was required. | |||||||||||||||||||||||||||||||||
For our 2013 annual impairment test, the Hygiene Solutions reporting unit had an estimated fair value in excess of its respective carrying value of approximately 91% which represents an increase from the 8% previously calculated as of the fourth quarter of 2012. | |||||||||||||||||||||||||||||||||
As noted above, the fair value determined under step one of the goodwill impairment test completed in the fourth quarter of 2013 increased and there was no impairment of goodwill. However, if the fair value decreases in future periods, the Company may fail step one of the goodwill impairment test and be required to perform step two. In performing step two, the fair value would again have to be allocated to all of the assets and liabilities of the reporting unit. Therefore, any potential goodwill impairment charge would be dependent upon the estimated fair value of the reporting unit at that time and the outcome of step two of the impairment test. The fair values of the assets and liabilities of the reporting unit, including the intangible assets could vary depending on the various factors as discussed above. | |||||||||||||||||||||||||||||||||
The future occurrence of a potential indicator of additional impairment, such as a decrease in expected net earnings, adverse equity market conditions, a decline in current market multiples, a decline in our common stock price, a significant adverse change in legal factors or business climates, an adverse action or assessment by a regulator, unanticipated competition, strategic decisions made in response to economic or competitive conditions, or a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of, could require an interim assessment for some or all of the reporting units before the next required annual assessment. In the event of significant adverse changes of the nature described above, we might have to recognize an additional non-cash impairment of goodwill, which could have a material adverse effect on our consolidated financial condition and results of operations. | |||||||||||||||||||||||||||||||||
Identifiable Intangible Assets | |||||||||||||||||||||||||||||||||
The following tables summarize our identifiable intangible assets with definite and indefinite useful lives: | |||||||||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
Gross | Accumulated | Accumulated | Net | Gross | Accumulated | Accumulated | Net | ||||||||||||||||||||||||||
Carrying | Amortization | Impairment(1)(2) | Carrying | Amortization | Impairment(1)(2) | ||||||||||||||||||||||||||||
Value | Value | ||||||||||||||||||||||||||||||||
Customer relationships | $ | 961.3 | $ | (171.2 | ) | (148.9 | ) | $ | 641.2 | $ | 963.1 | $ | (105.7 | ) | $ | (148.9 | ) | $ | 708.5 | ||||||||||||||
Trademarks and trade names | 881.5 | (0.1 | ) | (630.2 | ) | 251.2 | 881.9 | (0.5 | ) | (630.2 | ) | 251.2 | |||||||||||||||||||||
Technology | 252.6 | (128.0 | ) | (22.2 | ) | 102.4 | 243.2 | (78.8 | ) | (22.2 | ) | 142.2 | |||||||||||||||||||||
Contracts | 44 | (21.9 | ) | — | 22.1 | 44.4 | (14.7 | ) | — | 29.7 | |||||||||||||||||||||||
Total | $ | 2,139.40 | $ | (321.2 | ) | $ | (801.3 | ) | $ | 1,016.90 | $ | 2,132.60 | $ | (199.7 | ) | $ | (801.3 | ) | $ | 1,131.60 | |||||||||||||
(1) | During the third quarter of 2012, we determined that sufficient indicators existed to require an interim impairment review of our Diversey tradename. Based on our analysis, the fair value of this intangible was lower than the carrying value, which resulted in a pre-tax impairment charge of $189 million. In addition, during the fourth quarter of 2012, we completed our annual impairment test for other indefinite lived intangibles and we performed an interim impairment review of our customer relationships and trademarks and trade names. As a result, we recorded a total impairment charge of $779 million which is included in impairment of goodwill and other intangible assets on the consolidated statements of operations in the year ended December 31, 2012. | ||||||||||||||||||||||||||||||||
(2) | During the fourth quarter of 2012, we made a decision to suspend certain development efforts and abandon future product development work on a project included in our Other Category for segment reporting. As a result, we recorded an impairment of $22 million ($14 million, net of taxes), which is included in impairment of goodwill and other intangible assets on the consolidated statements of operations in the year ended December 31, 2012. | ||||||||||||||||||||||||||||||||
The intangible assets include $251 million of trademarks and trade names that we have determined to have indefinite useful lives, acquired in connection with the acquisition of Diversey. | |||||||||||||||||||||||||||||||||
The following table shows the remaining estimated future amortization expense at December 31, 2013. | |||||||||||||||||||||||||||||||||
Year | Amount | ||||||||||||||||||||||||||||||||
2014 | $ | 111.4 | |||||||||||||||||||||||||||||||
2015 | 85.8 | ||||||||||||||||||||||||||||||||
2016 | 84.8 | ||||||||||||||||||||||||||||||||
2017 | 79.4 | ||||||||||||||||||||||||||||||||
Thereafter | 404.6 | ||||||||||||||||||||||||||||||||
Total | $ | 766 | |||||||||||||||||||||||||||||||
The remaining weighted average useful life of our finite-lived intangible assets was 9.5 years as of December 31, 2013. |
Accounts_Receivable_Securitiza
Accounts Receivable Securitization Programs | 12 Months Ended |
Dec. 31, 2013 | |
Text Block [Abstract] | ' |
Accounts Receivable Securitization Programs | ' |
Note 9 Accounts Receivable Securitization Programs | |
U.S. Accounts Receivables Securitization Program | |
We and a group of our U.S. operating subsidiaries maintain an accounts receivable securitization program with two banks and issuers of commercial paper administered by these banks. As of December 31, 2013, the maximum purchase limit for receivable interests was $125 million, subject to the availability limits described below. | |
The amounts available from time to time under the program may be less than $125 million due to a number of factors, including but not limited to our credit ratings, trade receivable balances, the creditworthiness of our customers and our receivables collection experience. During 2013, the level of eligible assets available under the program was lower than $125 million primarily due to our current credit ratings. As a result, the amount available to us under the program was $94 million at December 31, 2013. Although we do not believe that these restrictive provisions presently materially restrict our operations, if an additional event occurs that triggers one of these restrictive provisions, we could experience a further decline in the amounts available to us under the program or termination of the program. | |
This program expires annually in September and is renewable. In September 2013, before the expiration of the program, we extended the expiration date of the program to September 2014. | |
European Accounts Receivables Securitization Program | |
In February 2013, we entered into a European accounts receivable securitization and purchase program with a special purpose vehicle, or SPV, two banks and a group of our European subsidiaries and in the second quarter of 2013, we added two additional subsidiaries into the program. The maximum purchase limit for receivable interests is €95 million, ($131 million USD equivalent) subject to availability limits. This program expires annually in February and is renewable. Before the expiration of the program, we extended the expiration date of the program to February 2015 and also added two additional subsidiaries into the program. The terms and provisions of this program are similar to our U.S. program discussed above. As of December 31, 2013, the amount available under this program was €84 million ($115 million USD equivalent). | |
The European program is structured to be a securitization of certain trade receivables that are originated by certain of our European subsidiaries. We do not have an equity interest in the SPV. However, since we are considered the primary beneficiary of the SPV, it meets the criteria to be classified as a variable interest entity and is included in our consolidated financial statements. Any activity between the participating subsidiaries and the SPV is eliminated in consolidation. Loans from the banks to the SPV are classified as short-term borrowings in our financial statements. | |
As of December 31, 2013 and December 31, 2012, we had no amounts outstanding under either the U.S. or European program, and we did not utilize these programs during 2013. Under limited circumstances, the banks and the issuers of commercial paper can end purchases of receivables interests before the above expiration dates. A failure to comply with debt leverage or various other ratios related to our receivables collection experience could result in termination of the receivables programs. We were in compliance with these ratios at December 31, 2013 and December 31, 2012, as applicable. |
Restructuring_Activities
Restructuring Activities | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring Activities | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
Note 10 Restructuring Activities | |||||||||||||||||||||||||||||||||||||||||||||||||
The following table details our restructuring activities: | |||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||||||||||||||
IOP | EQIP | Other | Total | IOP | EPC | Other | Total | IOP | EPC | Other | Total | ||||||||||||||||||||||||||||||||||||||
Other associated costs | $ | 14.1 | $ | 11.4 | $ | — | $ | 25.5 | $ | 22.2 | $ | 12.1 | $ | — | $ | 34.3 | $ | — | $ | 4 | $ | — | $ | 4 | |||||||||||||||||||||||||
Restructuring charges | (7.0 | ) | 80.8 | — | 73.8 | 144.9 | (1.3 | ) | (1.1 | ) | 142.5 | 52.2 | 1 | (1.0 | ) | 52.2 | |||||||||||||||||||||||||||||||||
Total | $ | 7.1 | $ | 92.2 | $ | — | $ | 99.3 | $ | 167.1 | $ | 10.8 | $ | (1.1 | ) | $ | 176.8 | $ | 52.2 | $ | 5 | $ | (1.0 | ) | $ | 56.2 | |||||||||||||||||||||||
Earnings Quality Improvement Program (EQIP) | |||||||||||||||||||||||||||||||||||||||||||||||||
In May 2013, we announced the commencement of EQIP, which is an initiative to deliver meaningful cost savings and network optimization. The costs associated with this plan consist primarily of (i) a reduction in headcount (expected to be approximately 550-650 employees) and other costs associated with divisional realignment and connected profitability improvement programs, including severance and termination benefits for employees, expected to be approximately $105 million to $120 million, and (ii) costs and capital expenditures associated with incremental supply chain network optimization projects, including facility relocation and closures, expected to be approximately $85 million to $90 million. As a result, we currently estimate that we will incur total costs of approximately $190 million to $210 million in connection with implementation of this plan, including capital expenditures of approximately $50 million to $55 million. The plan is expected to be substantially completed by the end of 2015. | |||||||||||||||||||||||||||||||||||||||||||||||||
The associated costs included in the table above primarily consist of consulting and related costs incurred in connection with the reorganization and rebranding of the Company and its divisions, which were included in selling, general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2013. The restructuring charges included in the table above primarily consist of termination and benefit costs. | |||||||||||||||||||||||||||||||||||||||||||||||||
The restructuring accrual, spending and other activity for the year ended December 31, 2013 and the accrual balance remaining at December 31, 2013 related to this program were as follows: | |||||||||||||||||||||||||||||||||||||||||||||||||
EQIP restructuring accrual at December 31, 2012 | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
Accrual and accrual adjustments | 80.8 | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash payments during 2013 | (26.2 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Effect of changes in foreign currency exchange rates | 1.3 | ||||||||||||||||||||||||||||||||||||||||||||||||
EQIP restructuring accrual at December 31, 2013 | $ | 55.9 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash payments including associated costs were $38 million in the year ended December 31, 2013. We expect to pay $46 million of the accrual balance remaining at December 31, 2013 within the next twelve months. This amount is included in accrued restructuring costs on the consolidated balance sheet at December 31, 2013. The majority of the remaining accrual of $10 million is expected to be paid in 2015 with minimal amounts to be paid out in 2016. This amount is included in other liabilities on our consolidated balance sheet at December 31, 2013. | |||||||||||||||||||||||||||||||||||||||||||||||||
Capital Expenditures | |||||||||||||||||||||||||||||||||||||||||||||||||
Capital expenditures related to this program were $11 million in 2013. Capital expenditures are mainly related to purchases for equipment for facility and supply chain network. | |||||||||||||||||||||||||||||||||||||||||||||||||
Integration and Optimization Program (IOP) | |||||||||||||||||||||||||||||||||||||||||||||||||
In December 2011, we initiated a restructuring program associated with the integration of Diversey’s business following our acquisition of Diversey on October 3, 2011. The program primarily consists of (i) reduction in headcount, (ii) consolidation of facilities, and (iii) supply chain network optimization, and (iv) certain other capital expenditures. This program is expected to be completed by the end of 2014. | |||||||||||||||||||||||||||||||||||||||||||||||||
The associated costs in the table above primarily consist of consulting fees included in selling, general and administrative expenses on the consolidated statement of operations in 2013. The associated costs in 2012 include asset impairment charges of $12 million and professional and consulting fees of $6 million and other costs for $4 million. Asset impairment charges include (i) a $4 million charge related to a facility closure in the U.S., reported in cost of sales in our Food Care segment, and (ii) an $8 million charge related to a planned facility closure in France, reported in cost of sales in our Diversey Care segment. | |||||||||||||||||||||||||||||||||||||||||||||||||
The restructuring charges included in the table above primarily consist of employee termination and benefits costs, including cash-settled stock appreciation rights that were previously issued to Diversey employees as a portion of the total consideration for the acquisition of Diversey of $1 million in 2013, as compared to $9 million in 2012. See Note 19, “Stockholders’ Equity,” for further details of these awards. These charges were included in restructuring and other charges on our condensed consolidated statements of operations. | |||||||||||||||||||||||||||||||||||||||||||||||||
The restructuring accrual, spending and other activity for the year ended December 31, 2013 and the accrual balance remaining at December 31, 2013 related to this program were as follows: | |||||||||||||||||||||||||||||||||||||||||||||||||
IOP restructuring accrual at December 31, 2012 | $ | 88.2 | |||||||||||||||||||||||||||||||||||||||||||||||
Revision to accrual | (10.9 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Additional accrual | 3.9 | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash payments during 2013 | (55.3 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Effect of changes in foreign currency exchange rates | (1.4 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
IOP restructuring accrual at December 31, 2013 | $ | 24.5 | |||||||||||||||||||||||||||||||||||||||||||||||
Cumulative cash payments made in connection with this program through December 31, 2013 were $202 million. We expect to pay $24 million of the accrual balance remaining at December 31, 2013 within the next twelve months. This amount is included in other current liabilities on the consolidated balance sheet at December 31, 2013. The majority of the remaining accrual of $1 million is expected to be paid out in 2015. This amount is included in other liabilities on the consolidated balance sheet at December 31, 2013. | |||||||||||||||||||||||||||||||||||||||||||||||||
Capital Expenditures | |||||||||||||||||||||||||||||||||||||||||||||||||
Capital expenditures related to this program were $14 million in 2013, $14 million in 2012 and none in 2011. Capital expenditures are mainly related to purchases for equipment for facility and supply chain network. |
Other_Liabilities
Other Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||
Other Liabilities | ' | ||||||||
Note 11 Other Liabilities | |||||||||
The following tables detail our other current liabilities and other liabilities at December 31, 2013 and 2012: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Other current liabilities: | |||||||||
Accrued salaries, wages and related costs | $ | 300.6 | $ | 262.2 | |||||
Accrued operating expenses | 303.3 | 319.1 | |||||||
Income taxes payable | 35.6 | 23.5 | |||||||
Accrued customer volume rebates | 176.5 | 167.4 | |||||||
Accrued interest | 67.4 | 63.4 | |||||||
Accrued employee benefit liability | 7 | 9.7 | |||||||
Total | $ | 890.4 | $ | 845.3 | |||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Other liabilities: | |||||||||
Accrued employee benefit liability | $ | 262 | $ | 291.5 | |||||
Other postretirement liability | 70.1 | 77.3 | |||||||
Other various liabilities | 315.8 | 276.1 | |||||||
Total | $ | 647.9 | $ | 644.9 | |||||
Debt_and_Credit_Facilities
Debt and Credit Facilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt and Credit Facilities | ' | ||||||||
Note 12 Debt and Credit Facilities | |||||||||
Our total debt outstanding consisted of the amounts set forth on the following table: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Short-term borrowings | $ | 81.6 | $ | 39.2 | |||||
Current portion of long-term debt(1) | 201.5 | 1.8 | |||||||
Total current debt | 283.1 | 41 | |||||||
5.25% Senior Notes due April 2023 | 425 | — | |||||||
12% Senior Notes due February 2014(1) | — | 153.4 | |||||||
Term Loan A Facility due October 2016, less unamortized lender fees of $8.4 in 2013 and $15.4 in 2012(1)(2) | 634.8 | 843.9 | |||||||
7.875% Senior Notes due June 2017, less unamortized discount of $5.5 in 2012(3) | — | 394.5 | |||||||
Term Loan B Facility due October 2018, less unamortized lender fees of $7.3 in 2013 and $10.7 in 2012, and unamortized discount of $10.8 in 2013 and $15.6 in 2012 (2) | 681.6 | 771.6 | |||||||
8.125% Senior Notes due September 2019 | 750 | 750 | |||||||
6.50% Senior Notes due December 2020 | 424.1 | 425 | |||||||
8.375% Senior Notes due September 2021 | 750 | 750 | |||||||
6.875% Senior Notes due July 2033, less unamortized discount of $1.4 in 2013 and 2012 | 448.6 | 448.6 | |||||||
Other | 2.3 | 3.8 | |||||||
Total long-term debt, less current portion | 4,116.40 | 4,540.80 | |||||||
Total debt(4) | $ | 4,399.50 | $ | 4,581.80 | |||||
(1) | The 12% Senior Notes due February 2014 were included in current portion of long-term debt as of December 31, 2013 and subsequently repaid upon the maturity on February 14, 2014. In addition, we reclassified $50 million of Term Loan A installment payments to current portion of long term debt due to expected pre-payments of this debt in 2014. | ||||||||
(2) | In 2013, we prepaid a portion of our 2014 Term Loan A ($152 million) and Term Loan B ($105 million) installments. | ||||||||
(3) | During 2013, we purchased all of our outstanding $400 million 7.875% Senior Notes due 2017. See below for further discussion. | ||||||||
(4) | The weighted average interest rate on our outstanding debt was 6.2% as of December 31, 2013 and 6.4% as of December 31, 2012. | ||||||||
Senior Notes | |||||||||
2013 Activity | |||||||||
In March 2013, we issued $425 million of 5.25% senior notes and used substantially all of the proceeds to retire the 7.875% Senior Notes due June 2017. We repurchased the 7.875% Senior Notes at fair value. The aggregate repurchase price was $431 million, which included the principal amount of $400 million, a 6% premium of $23 million and accrued interest of $8 million. We recognized a total net pre-tax loss of $32 million, which included the premiums mentioned above. | |||||||||
The 5.25% Senior Notes due April 2023 and their related guarantees were offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the U.S. under Regulation S of the Securities Act. These notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in the U.S. absent registration or an applicable exemption form, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. | |||||||||
The 5.25% Senior Notes will mature on April 1, 2023 and interest is payable on April 1 and October 1 of each year, commencing October 1, 2013. | |||||||||
2012 Activity | |||||||||
In November 2012, we issued $425 million of 6.50% Senior Notes and used substantially all of the proceeds to retire the 5.625% Senior Notes due July 2013. We repurchased the 5.625% Senior Notes at fair value. The aggregate repurchase price was $421 million, which included the principal amount of $400 million, a 3% premium of $13 million and accrued interest of $8 million. As a result, we recognized a net pre-tax loss of $12 million, which included the premium mentioned above, less a gain of $1 million on the termination of a related interest rate swap. The loss on debt redemption is included on our consolidated statements of operations. | |||||||||
The 6.50% senior notes due 2020 and their related guarantees were offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the U.S. under Regulation S of the Securities Act. These notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in the U.S. absent registration or an applicable exemption form, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. | |||||||||
Credit Facility | |||||||||
2013 Activity | |||||||||
2013 Amended Credit Facility | |||||||||
In November 2013, we amended our senior secured credit facility (the “Amended Credit Facility”). The amendment refinanced the term loan B facilities with a $525 million term loan B dollar tranche and a €128 million term loan B euro tranche. In connection therewith, among other things, (i) the interest margin on each tranche was decreased by 0.75%, (ii) the minimum Eurocurrency rate under the term loan B facilities was reduced from 1.00% to 0.75%, and (iii) the Amended Credit Facility provides for a six-month “soft-call” prepayment protection on the applicable term loan B tranches, requiring us to pay an amount equal to 1% of the aggregate principal if the facility is pre-paid under certain circumstances. We prepaid $101 million and refinanced the remaining principal amount of $697 million of the euro and U.S. dollar denominated portions of the original Term Loan B at 100% of their face value. We recognized a $4 million pre-tax loss on debt redemption included in our results of operations for 2013, consisting of accelerated unamortized original issuance discount, unamortized fees, and fees associated with the transaction. | |||||||||
2012 Activity | |||||||||
2012 Amended Credit Facility | |||||||||
In connection with the sale of Diversey Japan (see Note 3, “Divestitures”), and the repayment of existing indebtedness of the Company and to provide for ongoing liquidity requirements, on November 14, 2012, we entered into an amended senior secured credit facility (the “2012 Amended Credit Facility”). The 2012 Amended Credit Facility consists of: (a) a multicurrency Term Loan A facility denominated in U.S. dollars, Canadian dollars, euros and Japanese yen, (“2012 Amended Term Loan A Facility”), (b) a multicurrency Term Loan B facility denominated in U.S. dollars and euros (“2012 Amended Term Loan B Facility”) and (c) a $700 million revolving credit facility available in U.S. dollars, Canadian dollars, euros, and Australian dollars (“2012 Amended Revolving Credit Facility”). Our obligations under the Amended Credit Facility have been guaranteed by certain of Sealed Air’s subsidiaries and secured by pledges of certain assets and the capital stock of certain subsidiaries. | |||||||||
The 2012 Amended Term Loan A Facility and the Amended Revolving Credit Facility each have a five-year term with final maturity in October 2016 and bear interest at either LIBOR or the base rate (or an equivalent rate in the relevant currency) plus 250 basis points (bps) per annum in the case of LIBOR loans and 150 bps per annum in the case of base rate loans, provided that the interest rates shall be decreased to 225 bps and 125 bps, respectively, upon achievement of a specified leverage ratio. The 2012 Amended Term Loan B Facility has a seven-year term with final maturity in October 2018. Prior to their amendment in November 2013, discussed above, the U.S. dollar-denominated tranche bears interest at either LIBOR or the base rate plus 300 bps per annum in the case of LIBOR loans and 200 bps per annum in the case of base rate loans, and the euro-denominated tranche bears interest at either EURIBOR or the base rate plus 350 bps per annum in the case of EURIBOR loans and 250 bps per annum in the case of base rate loans. LIBOR and EURIBOR were subject to a 1.0% floor under the 2012 Amended Term Loan B Facility. | |||||||||
In connection with the sale of Diversey Japan, we prepaid $90 million and refinanced the remaining principal amount of $80 million of Japanese yen denominated balances owned of the original Term Loan A. As a result, we accelerated $1 million of original unamortized lender fees included as a reduction of the pre-tax gain on the sale of Diversey Japan. We also carried forward $1 million of unamortized lender fees in the carrying amount of the debt instrument. Incremental lender fees and non-lender fees related to the transactions mentioned above were insignificant. These non-lender fees are included in other assets on our consolidated balance sheet. We prepaid $95 million of euro and U.S. dollar denominated portions of the original Term Loan A. | |||||||||
We prepaid $1.1 billion and refinanced the remaining principal amount of $801 million of the euro and U.S. dollar denominated portions of the original Term Loan B at 99.75% of the face value. As a result, we accelerated unamortized original issuance discounts of $9 million and unamortized lender fees of $7 million, which are included in loss on debt redemption on our consolidated statements of operations. We also recorded new original issuance discount and non-lender fees for a total of $2 million, which are included in the carrying amount of the debt instruments. In addition, we recorded $7 million of non-lender fees related to the transactions mentioned above. Those fees are included in loss on debt redemption on our consolidated statements of operations. | |||||||||
The amortization expense of the original issuance discount and lender and non-lender fees is calculated using the effective interest rate method over the lives of the respective debt instruments. Total amortization expense in 2012 related to the debt instruments above was $23 million and is included in interest expense on our consolidated statements of operations. | |||||||||
The Amended Credit Facility provides for customary events of default, including failure to pay principal or interest when due, failure to comply with covenants, materially false representation or warranty made by the Company, certain insolvency or receivership events and a change in control. For certain events of default, the commitments of the lenders will be automatically terminated, and all outstanding obligations under the Amended Credit Facility may be declared immediately due and payable. | |||||||||
The Amended Revolving Credit Facility may be used for working capital needs and general corporate purposes, including the payment of the amounts required upon effectiveness of the Settlement agreement (defined below in Note 18, “Commitments and Contingencies”). We used our Amended Revolving Facility for a short time period in connection with the sale of Diversey Japan. Interest paid for the year ended December 31, 2012 under the Amended Revolving Credit Facility was insignificant. There were no amounts outstanding under the Amended Revolving Credit Facility at December 31, 2013 and 2012. | |||||||||
2011 Activity | |||||||||
Original Credit Facility | |||||||||
In connection with the funding of the cash consideration for the acquisition and the repayment of existing indebtedness of Diversey and to provide for ongoing liquidity requirements, on October 3, 2011, we entered into a senior secured credit facility (the “Credit Facility”). The Credit Facility consisted of: (a) a multicurrency Term Loan A facility denominated in U.S. dollars, Canadian dollars, euros and Japanese yen, (“Term Loan A Facility”), (b) a multicurrency Term Loan B Facility and (c) a $700 million revolving facility available in U.S. dollars, Canadian dollars, euros and Australian dollars (“Revolving Credit Facility”). In connection with entering into the Credit Facility, we terminated our former global credit facility and European credit facility. | |||||||||
The amortization expense of the original issuance discount and lender and non-lender fees is calculated using the effective interest rate method over the lives of the respective debt instruments. Total amortization expense in 2011 related to the debt instruments above was $7 million and is included in interest expense on our consolidated statements of operations. | |||||||||
Lines of Credit | |||||||||
The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including the Revolving Credit Facility discussed above, and the amounts available under our accounts receivable securitization programs. We are not subject to any material compensating balance requirements in connection with our lines of credit. | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Used lines of credit | $ | 81.6 | $ | 39.2 | |||||
Unused lines of credit(1) | 1,015.00 | 989.5 | |||||||
Total available lines of credit | $ | 1,096.60 | $ | 1,028.70 | |||||
Available lines of credit — committed(1) | $ | 721.9 | $ | 700.5 | |||||
Available lines of credit — uncommitted | 374.7 | 328.2 | |||||||
Total available lines of credit | $ | 1,096.60 | $ | 1,028.70 | |||||
Accounts receivable securitization programs — committed(2) | $ | 209 | $ | 112 | |||||
(1) | Includes a $700 million revolving senior secured credit facility that expires October 2016. | ||||||||
(2) | See Note 8, “Accounts Receivable Securitization Programs,” for further details. | ||||||||
Other Lines of Credit | |||||||||
Substantially all our short-term borrowings of $82 million at December 31, 2013 and $39 million at December 31, 2012 were outstanding under lines of credit available to several of our foreign subsidiaries. The following table details our other lines of credit. | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Available lines of credit | $ | 396.6 | $ | 328.3 | |||||
Unused lines of credit | 315 | 289 | |||||||
Weighted average interest rate | 12.3 | % | 10.2 | % | |||||
Covenants | |||||||||
Each issue of our outstanding senior notes imposes limitations on our operations and those of specified subsidiaries. The Amended Credit Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our indebtedness, liens, investments, restricted payments, mergers and acquisitions, dispositions of assets, transactions with affiliates, amendment of documents and sale leasebacks, and a covenant specifying a maximum permitted ratio of Consolidated Net Debt to Consolidated EBITDA (as defined in the Credit Facility). We were in compliance with the above financial covenants and limitations at December 31, 2013 and 2012. | |||||||||
Debt Maturities | |||||||||
The following table summarizes the scheduled annual maturities for the next five years and thereafter of our long-term debt, including the current portion of long-term debt. This schedule excludes debt discounts, interest rate swaps and lender fees. | |||||||||
Year | Amount | ||||||||
2014 | $ | 201.5 | |||||||
2015 | 256.6 | ||||||||
2016 | 391.6 | ||||||||
2017 | 2.1 | ||||||||
2018 | 694.9 | ||||||||
Thereafter | 2,800.00 | ||||||||
Total | $ | 4,346.70 | |||||||
Derivatives_and_Hedging_Activi
Derivatives and Hedging Activities | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||
Derivatives and Hedging Activities | ' | ||||||||||||||||
Note 13 Derivatives and Hedging Activities | |||||||||||||||||
We report all derivative instruments on our consolidated balance sheets at fair value and establish criteria for designation and effectiveness of transactions entered into for hedging purposes. | |||||||||||||||||
As a large global organization, we face exposure to market risks, such as fluctuations in foreign currency exchange rates and interest rates. To manage the volatility relating to these exposures, we enter into various derivative instruments from time to time under our risk management policies. We designate derivative instruments as hedges on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments offset in part or in whole corresponding changes in the fair value or cash flows of the underlying exposures being hedged. We assess the initial and ongoing effectiveness of our hedging relationships in accordance with our policy. We do not purchase, hold or sell derivative financial instruments for trading purposes. Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring. | |||||||||||||||||
Foreign Currency Forward Contracts Designated as Cash Flow Hedges | |||||||||||||||||
The primary purposes of our cash flow hedging activities are to manage the potential changes in value associated with the amounts receivable or payable on equipment and raw material purchases that are denominated in foreign currencies in order to minimize the impact of the changes in foreign currencies. We record gains and losses on foreign currency forward contracts qualifying as cash flow hedges in other comprehensive income to the extent that these hedges are effective and until we recognize the underlying transactions in net earnings, at which time we recognize these gains and losses in other expense, net, on our consolidated statements of operations. | |||||||||||||||||
Net unrealized after tax gains (losses) related to these contracts that were included in other comprehensive income for the years ended December 31, 2013 and 2012 were immaterial. The unrealized amounts in other comprehensive income will fluctuate based on changes in the fair value of open contracts during each reporting period. | |||||||||||||||||
Foreign Currency Forward Contracts Not Designated as Hedges | |||||||||||||||||
Our subsidiaries have foreign currency exchange exposure from buying and selling in currencies other than their functional currencies. The primary purposes of our foreign currency hedging activities are to manage the potential changes in value associated with the amounts receivable or payable on transactions denominated in foreign currencies and to minimize the impact of the changes in foreign currencies related to foreign currency denominated interest-bearing intercompany loans and receivables and payables. The changes in fair value of these derivative contracts are recognized in other expense, net, on our consolidated statements of operations and are largely offset by the remeasurement of the underlying foreign currency denominated items indicated above. These contracts have original maturities of less than 12 months. | |||||||||||||||||
Interest Rate Swaps | |||||||||||||||||
From time to time, we may use interest rate swaps to manage our mix of fixed and floating interest rates on our outstanding indebtedness. | |||||||||||||||||
At December 31, 2013, we had $100 million notional amount of outstanding interest rate swaps, which did not materially impact our consolidated results of operations or financial position. | |||||||||||||||||
In the third quarter of 2012, we terminated the swaps linked to the 12% Senior Notes, although the 12% Senior Notes remained outstanding. We received cash of $2 million resulting from the gain on the termination of the swaps, which is being amortized over the remaining life of the 12% Senior Notes. At December 31, 2012, we had no interest rate swaps outstanding. | |||||||||||||||||
In the fourth quarter of 2011, we terminated or offset interest rate swaps on our 5.625% Senior Notes and a portion of our 12% Senior Notes. As a result, we received cash of $7 million related to these terminations and recognized a reduction of interest expense of $1 million and an increase of $6 million in the carrying amount of our 12% Senior Notes and our 5.625% Senior Notes, which is being amortized over the remaining maturities of these notes and included in interest expense on our consolidated statements of operations. | |||||||||||||||||
At December 31, 2011, we recorded a mark-to-market adjustment to record an increase of $2 million in the carrying amount of our 12% Senior Notes due to changes in interest rates and an offsetting increase to other assets at December 31, 2011 to record the fair value of the remaining outstanding interest rate swaps. There was no ineffective portion of the hedges recognized in earnings during the period. | |||||||||||||||||
As a result of our interest rate swap agreements, interest expense was reduced by $1 million in 2012 and $3 million in 2011. | |||||||||||||||||
Other Derivative Instruments | |||||||||||||||||
We may use other derivative instruments from time to time, such as foreign exchange options to manage exposure to foreign exchange rates and interest rate and currency swaps related to access to international financing transactions. These instruments can potentially limit foreign exchange exposure by swapping borrowings denominated in one currency for borrowings denominated in another currency. At December 31, 2013 and 2012, we had no foreign exchange options or interest rate and currency swap agreements outstanding. | |||||||||||||||||
See Note 14, “Fair Value Measurements and Other Financial Instruments,” for a discussion of the inputs and valuation techniques used to determine the fair value of our outstanding derivative instruments. | |||||||||||||||||
Fair Value of Derivative Instruments | |||||||||||||||||
The following table details the fair value of our derivative instruments included on our consolidated balance sheets. | |||||||||||||||||
Fair Value of Asset | Fair Value of (Liability) | ||||||||||||||||
Derivatives(1) | Derivatives(1) | ||||||||||||||||
December 31, | December 31, | December 31, | December 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||
Foreign currency forward contracts (cash flow hedges) | $ | 3.4 | $ | 0.5 | $ | (1.4 | ) | $ | (0.8 | ) | |||||||
Interest rate swaps (fair value hedges) | — | — | (1.0 | ) | — | ||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||
Foreign currency forward contracts | 7.1 | 4.9 | (49.1 | ) | (29.6 | ) | |||||||||||
Total | $ | 10.5 | $ | 5.4 | $ | (51.5 | ) | $ | (30.4 | ) | |||||||
(1) | Asset derivatives are included in other assets and liability derivatives are included in other liabilities. | ||||||||||||||||
The following table details the effect of our derivative instruments on our consolidated statements of operations. | |||||||||||||||||
Amount of Gain (Loss) | |||||||||||||||||
Recognized in | |||||||||||||||||
Earnings on Derivatives(1) | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||
Foreign currency forward contracts | $ | 2.3 | $ | — | |||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||
Foreign currency forward contracts | (8.5 | ) | 4.6 | ||||||||||||||
Total | $ | (6.2 | ) | $ | 4.6 | ||||||||||||
(1) | Amounts recognized on the foreign currency forward contracts were included in other expense, net. Amounts recognized on the interest rate swaps were included in interest expense. |
Fair_Value_Measurements_and_Ot
Fair Value Measurements and Other Financial Instruments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements and Other Financial Instruments | ' | ||||||||||||||||
Note 14 Fair Value Measurements and Other Financial Instruments | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
The fair value of our financial instruments, using the fair value hierarchy under U.S. GAAP detailed in “Fair Value Measurements,” of Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards,” are included in the table below. | |||||||||||||||||
December 31, 2013 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Fair Value | |||||||||||||||||
Cash equivalents | $ | 491.9 | $ | — | $ | 491.9 | $ | — | |||||||||
Derivative financial instruments net liability: | |||||||||||||||||
Interest rate swaps | $ | 1 | $ | — | $ | 1 | $ | — | |||||||||
Foreign currency forward contracts | $ | 40 | $ | — | $ | 40 | $ | — | |||||||||
December 31, 2012 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Fair Value | |||||||||||||||||
Cash equivalents | $ | 210 | $ | — | $ | 210 | $ | — | |||||||||
Derivative financial instruments net liability: | |||||||||||||||||
Foreign currency forward contracts | $ | 25 | $ | — | $ | 25 | $ | — | |||||||||
Cash Equivalents | |||||||||||||||||
Our cash equivalents at December 31, 2013 and 2012 consisted of commercial paper and time deposits (fair value determined using Level 2 inputs). Since these are short-term highly liquid investments with original maturities of three months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates. | |||||||||||||||||
Derivative Financial Instruments | |||||||||||||||||
Our foreign currency forward contracts are recorded at fair value on our consolidated balance sheets using an income approach valuation technique based on observable market inputs (Level 2). | |||||||||||||||||
Observable market inputs used in the calculation of the fair value of foreign currency forward contracts include foreign currency spot and forward rates obtained from an independent third party market data provider. In addition, other pricing data quoted by various banks and foreign currency dealers involving identical or comparable instruments are included. | |||||||||||||||||
Counterparties to these foreign currency forward contracts and interest rate swaps are rated at BBB or higher by Standard & Poor’s and Baa2 or higher by Moody’s. Credit ratings on some of our counterparties may change during the term of our financial instruments. We closely monitor our counterparties’ credit ratings and if necessary, will make any appropriate changes to our financial instruments. The fair value generally reflects the estimated amounts that we would receive or pay to terminate the contracts at the reporting date. | |||||||||||||||||
Other Financial Instruments | |||||||||||||||||
The following financial instruments are recorded at fair value or at amounts that approximate fair value: (1) trade receivables, net, (2) certain other current assets, (3) accounts payable and (4) other current liabilities. The carrying amounts reported on our consolidated balance sheets for the above financial instruments closely approximate their fair value due to the short-term nature of these assets and liabilities. | |||||||||||||||||
Other liabilities that are recorded at carrying value on our consolidated balance sheets include our senior notes. We utilize a market approach to calculate the fair value of our senior notes. Due to their limited investor base and the face value of some of our senior notes, they may not be actively traded on the date we calculate their fair value. Therefore, we may utilize prices and other relevant information generated by market transactions involving similar securities, reflecting U.S. Treasury yields to calculate the yield to maturity and the price on some of our senior notes. These inputs are provided by an independent third party and are considered to be Level 2 inputs. | |||||||||||||||||
We derive our fair value estimates of our various other debt instruments by evaluating the nature and terms of each instrument, considering prevailing economic and market conditions, and examining the cost of similar debt offered at the balance sheet date. We also incorporated our credit default swap rates and currency specific swap rates in the valuation of each debt instrument, as applicable. | |||||||||||||||||
These estimates are subjective and involve uncertainties and matters of significant judgment, and therefore we cannot determine them with precision. Changes in assumptions could significantly affect our estimates. | |||||||||||||||||
The table below shows the carrying amounts and estimated fair values of our total debt: | |||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
12% Senior Notes due February 2014 | $ | 150.3 | $ | 150.6 | $ | 153.4 | $ | 172 | |||||||||
Term Loan A Facility due October 2016(1) | 684.5 | 684.5 | 843.9 | 843.9 | |||||||||||||
7.875% Senior Notes due June 2017 | — | — | 394.5 | 424.8 | |||||||||||||
Term Loan B Facility due October 2018(1) | 681.6 | 681.6 | 771.6 | 771.6 | |||||||||||||
8.125% Senior Notes due September 2019 | 750 | 841.4 | 750 | 846.8 | |||||||||||||
6.50% Senior Notes due December 2020 | 424.1 | 456.7 | 425 | 463.1 | |||||||||||||
8.375% Senior Notes due September 2021 | 750 | 853.1 | 750 | 858.5 | |||||||||||||
5.25% Senior Notes due April 2023 | 425 | 414.7 | — | — | |||||||||||||
6.875% Senior Notes due July 2033 | 448.6 | 431.2 | 448.6 | 421.7 | |||||||||||||
Other foreign loans | 85 | 84.9 | 44.2 | 44 | |||||||||||||
Other domestic loans | 0.4 | 0.4 | 0.6 | 0.6 | |||||||||||||
Total debt | $ | 4,399.50 | $ | 4,599.10 | $ | 4,581.80 | $ | 4,847.00 | |||||||||
(1) | Includes borrowings denominated in currencies other than U.S. dollars. | ||||||||||||||||
As of December 31, 2013, we did not have any non–financial assets and liabilities that were carried at fair value on a recurring basis in the consolidated financial statements or for which a fair value measurement was required. Included among our non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis are inventories, net property and equipment, goodwill, intangible assets and asset retirement obligations. | |||||||||||||||||
Credit and Market Risk | |||||||||||||||||
Financial instruments, including derivatives, expose us to counterparty credit risk for nonperformance and to market risk related to changes in interest or currency exchange rates. We manage our exposure to counterparty credit risk through specific minimum credit standards, establishing credit limits, diversification of counterparties, and procedures to monitor concentrations of credit risk. | |||||||||||||||||
We do not expect any of our counterparties in derivative transactions to fail to perform as it is our policy to have counterparties to these contracts that are rated at least BBB or higher by Standard & Poor’s and Baa2 or higher by Moody’s. Nevertheless, there is a risk that our exposure to losses arising out of derivative contracts could be material if the counterparties to these agreements fail to perform their obligations. We will replace counterparties if a credit downgrade is deemed to increase our risk to unacceptable levels. | |||||||||||||||||
We regularly monitor the impact of market risk on the fair value and cash flows of our derivative and other financial instruments considering reasonably possible changes in interest and currency exchange rates and restrict the use of derivative financial instruments to hedging activities. We do not use derivative financial instruments for trading or other speculative purposes and do not use leveraged derivative financial instruments. | |||||||||||||||||
We continually monitor the creditworthiness of our diverse base of customers to which we grant credit terms in the normal course of business and generally do not require collateral. We consider the concentrations of credit risk associated with our trade accounts receivable to be commercially reasonable and believe that such concentrations do not leave us vulnerable to significant risks of near-term severe adverse impacts. The terms and conditions of our credit sales are designed to mitigate concentrations of credit risk with any single customer. Our sales are not materially dependent on a single customer or a small group of customers. |
Profit_Sharing_Retirement_Savi
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Compensation And Retirement Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans | ' | ||||||||||||||||||||||||||||||||
Note 15 Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans | |||||||||||||||||||||||||||||||||
Profit Sharing and Retirement Savings Plans | |||||||||||||||||||||||||||||||||
We have a qualified non-contributory profit sharing plan covering most of our U.S. employees. Contributions to this plan, which are made at the discretion of our Board of Directors, may be made in cash, shares of our common stock, or in a combination of cash and shares of our common stock. We also maintain qualified contributory retirement savings plans in which most of our U.S. employees are eligible to participate. The qualified contributory retirement savings plans generally provide for our contributions in cash based upon the amount contributed to the plans by the participants. | |||||||||||||||||||||||||||||||||
Our contributions to or provisions for the profit sharing plan and retirement savings plans are charged to operations and amounted to $51 million in 2013, $33 million in 2012 and $32 million in 2011. In 2013, 0.9 million shares were contributed as part of our contribution to the 2012 profit sharing plan, and in 2012 0.9 million shares were contributed as part of our contribution to the 2011 profit sharing plan. These shares were issued out of treasury stock. No shares of our common stock were contributed in 2011. | |||||||||||||||||||||||||||||||||
We have various international defined contribution benefit plans which cover certain employees. We have expanded use of these plans in select countries where they have been used to supplement or replace defined benefit plans. | |||||||||||||||||||||||||||||||||
Defined Benefit Pension Plans | |||||||||||||||||||||||||||||||||
We recognize the funded status of each defined pension benefit plan measured as the difference between the fair value of plan assets and the projected benefit obligations of the employee benefit plans on the consolidated balance sheet, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability on our consolidated balance sheets. Subsequent changes in the funded status are recorded in unrecognized pension items, a component of accumulated other comprehensive loss, that is included in total stockholders’ equity. The amount of unamortized pension items is recorded net of tax. The measurement date used by us to determine projected benefit obligations and plan assets is December 31. | |||||||||||||||||||||||||||||||||
We have amortized actuarial gains or losses over the average future working lifetime (or remaining lifetime of inactive participants if there are no active participants). We have used the corridor method, where the corridor is the greater of ten percent of the projected benefit obligation or fair value of assets at year end. If actuarial gains or losses do not exceed the corridor, then there is no amortization of gain or loss. | |||||||||||||||||||||||||||||||||
The following table shows the components of our net periodic benefit cost for the three years ended December 31, for our pension plans charged to operations: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Net periodic benefit cost: | |||||||||||||||||||||||||||||||||
U.S. and non-U.S. net periodic benefit cost included in cost of sales | $ | 5.8 | $ | 5.7 | $ | 5.5 | |||||||||||||||||||||||||||
U.S. and non-U.S. net periodic benefit cost included in selling, general and administrative expenses | 11.1 | 11.3 | 10.4 | ||||||||||||||||||||||||||||||
Net periodic benefit cost | $ | 16.9 | $ | 17 | $ | 15.9 | |||||||||||||||||||||||||||
The amount recorded in inventory as of December 31, 2013, 2012 and 2011 was not material. | |||||||||||||||||||||||||||||||||
United States | |||||||||||||||||||||||||||||||||
A number of our U.S. employees, including some employees who are covered by collective bargaining agreements, participate in defined benefit pension plans. The following table presents our funded status for 2013 and 2012 for our U.S. pension plans. The measurement date for the defined benefit pension plans presented below is December 31 of each period. | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Change in benefit obligation: | |||||||||||||||||||||||||||||||||
Projected benefit obligation at beginning of period | $ | 210.1 | $ | 212.1 | |||||||||||||||||||||||||||||
Service cost | 1.3 | 1.2 | |||||||||||||||||||||||||||||||
Interest cost | 7.9 | 9.3 | |||||||||||||||||||||||||||||||
Actuarial loss (gain) | (11.3 | ) | 6.4 | ||||||||||||||||||||||||||||||
Benefits paid | (8.7 | ) | (8.2 | ) | |||||||||||||||||||||||||||||
Settlement/curtailment | (7.1 | ) | (10.7 | ) | |||||||||||||||||||||||||||||
Projected benefit obligation at end of period | $ | 192.2 | $ | 210.1 | |||||||||||||||||||||||||||||
Change in plan assets: | |||||||||||||||||||||||||||||||||
Fair value of plan assets at beginning of period | 177.6 | 171.2 | |||||||||||||||||||||||||||||||
Actual gain on plan assets | 14.7 | 22 | |||||||||||||||||||||||||||||||
Employer contributions | 0.2 | 3.3 | |||||||||||||||||||||||||||||||
Benefits paid | (8.7 | ) | (8.2 | ) | |||||||||||||||||||||||||||||
Settlement/curtailment | (7.1 | ) | (10.7 | ) | |||||||||||||||||||||||||||||
Other | 0.7 | — | |||||||||||||||||||||||||||||||
Fair value of plan assets at end of period | 177.4 | 177.6 | |||||||||||||||||||||||||||||||
Underfunded status at end of year | $ | (14.8 | ) | $ | (32.5 | ) | |||||||||||||||||||||||||||
Amounts included on the consolidated balance sheets consisted of other liabilities of $15 million in 2013 and $33 million in 2012. | |||||||||||||||||||||||||||||||||
The following table shows the components of our net periodic benefit cost for the three years ended December 31, for our U.S. pension plans charged to operations: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Components of net periodic benefit cost: | |||||||||||||||||||||||||||||||||
Service cost | $ | 1.3 | $ | 1.2 | $ | 1.1 | |||||||||||||||||||||||||||
Interest cost | 7.9 | 9.3 | 4.8 | ||||||||||||||||||||||||||||||
Expected return on plan assets | (11.1 | ) | (11.2 | ) | (5.1 | ) | |||||||||||||||||||||||||||
Amortization of net prior service cost | 0.2 | 0.2 | 0.2 | ||||||||||||||||||||||||||||||
Amortization of net actuarial loss | 2.2 | 1.8 | 1.3 | ||||||||||||||||||||||||||||||
Net periodic benefit cost | $ | 0.5 | $ | 1.3 | $ | 2.3 | |||||||||||||||||||||||||||
The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2013, are: | |||||||||||||||||||||||||||||||||
Unrecognized prior service costs | $ | 0.2 | |||||||||||||||||||||||||||||||
Unrecognized net actuarial loss | 2.1 | ||||||||||||||||||||||||||||||||
Total | $ | 2.3 | |||||||||||||||||||||||||||||||
Changes in plan assets and benefit obligations recognized in other comprehensive income in 2013 were as follows: | |||||||||||||||||||||||||||||||||
Current year actuarial loss (gain) | $ | (14.1 | ) | ||||||||||||||||||||||||||||||
Amortization of actuarial loss | (2.2 | ) | |||||||||||||||||||||||||||||||
Amortization of prior service cost | (0.2 | ) | |||||||||||||||||||||||||||||||
Total recognized in other comprehensive income | $ | (16.5 | ) | ||||||||||||||||||||||||||||||
The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 2014 are as follows: | |||||||||||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||||||||||
Unrecognized prior service costs | $ | 0.1 | |||||||||||||||||||||||||||||||
Unrecognized net actuarial loss | 0.9 | ||||||||||||||||||||||||||||||||
Total | $ | 1 | |||||||||||||||||||||||||||||||
Information for plans with accumulated benefit obligations in excess of plan assets as of December 31, 2013 is as follows: | |||||||||||||||||||||||||||||||||
Accumulated benefit obligation | $ | 189.2 | |||||||||||||||||||||||||||||||
Fair value of plan assets | 177.4 | ||||||||||||||||||||||||||||||||
Actuarial Assumptions | |||||||||||||||||||||||||||||||||
Weighted average assumptions used to determine benefit obligations at December 31, 2013 and 2012 were as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Discount rate | 4.6 | % | 3.8 | % | |||||||||||||||||||||||||||||
Rate of compensation increase | 3 | 3.5 | |||||||||||||||||||||||||||||||
Weighted average assumptions used to determine net periodic benefit cost for the three years ended December 31, were as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Discount rate | 3.8 | % | 4.6 | % | 4.9 | % | |||||||||||||||||||||||||||
Expected long-term rate of return | 6.5 | 6.7 | 6.7 | ||||||||||||||||||||||||||||||
Rate of compensation increase | 3.5 | 3.5 | 3.5 | ||||||||||||||||||||||||||||||
Estimated Future Benefit Payments | |||||||||||||||||||||||||||||||||
We expect the following estimated future benefit payments, which reflect expected future service as appropriate, to be paid in the years indicated below: | |||||||||||||||||||||||||||||||||
Year | Amount | ||||||||||||||||||||||||||||||||
2014 | $ | 13.9 | |||||||||||||||||||||||||||||||
2015 | 10.8 | ||||||||||||||||||||||||||||||||
2016 | 12.3 | ||||||||||||||||||||||||||||||||
2017 | 12.6 | ||||||||||||||||||||||||||||||||
2018 | 12.5 | ||||||||||||||||||||||||||||||||
Thereafter | 62.8 | ||||||||||||||||||||||||||||||||
Total | $ | 124.9 | |||||||||||||||||||||||||||||||
We expect to contribute $3.5 million of cash to our U.S. defined benefit plans in 2014. | |||||||||||||||||||||||||||||||||
Plan Assets | |||||||||||||||||||||||||||||||||
We review the expected long-term rate of return on plan assets annually, taking into consideration our asset allocation, historical returns, and the current economic environment. The expected return on plan assets is calculated based on the fair value of plan assets at year end. To determine the expected return on plan assets, expected cash flows have been taken into account. | |||||||||||||||||||||||||||||||||
Our long-term objectives for plan investments are to ensure that (a) there is an adequate level of assets to support benefit obligations to participants over the life of the plans, (b) there is sufficient liquidity in plan assets to cover current benefit obligations, and (c) there is a high level of investment return consistent with a prudent level of investment risk. The investment strategy is focused on a long-term total return in excess of a pure fixed income strategy with short-term volatility less than that of a pure equity strategy. To accomplish this objective, we cause assets to be invested in a balanced and diversified mix of equity and fixed income investments. The target asset allocation will typically be 40-50% in equity securities, with a maximum equity allocation of 70%, and 50-60% in fixed income securities, with a minimum fixed income allocation of 30% including cash. | |||||||||||||||||||||||||||||||||
The fair values of our U.S. pension plan assets, by asset category and by the level of fair values at December 31, 2013, are as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Asset Category | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Fair Value | Fair Value | ||||||||||||||||||||||||||||||||
Cash and cash equivalents(1) | $ | 2.3 | $ | — | $ | 2.3 | $ | — | $ | 2.7 | $ | — | $ | 2.7 | $ | — | |||||||||||||||||
Fixed income funds(2) | 91.7 | — | 91.7 | — | 96.2 | — | 96.2 | — | |||||||||||||||||||||||||
Equity funds(3) | 77.2 | — | 77.2 | — | 72.2 | — | 72.2 | — | |||||||||||||||||||||||||
Other(4) | 6.2 | — | 6.1 | 0.1 | 6.5 | — | 0.2 | 6.3 | |||||||||||||||||||||||||
Total | $ | 177.4 | $ | — | $ | 177.3 | $ | 0.1 | $ | 177.6 | $ | — | $ | 171.3 | $ | 6.3 | |||||||||||||||||
(1) | Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates of deposit, U.S. government treasuries, commercial paper, and time deposits. | ||||||||||||||||||||||||||||||||
(2) | A diversified portfolio of publicly traded government and corporate bonds. There are no restrictions on these investments and they are valued at the net asset value of the shares held at year end, which are supported by the value of the underlying securities and by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. | ||||||||||||||||||||||||||||||||
(3) | A diversified portfolio of publicly traded domestic and international common stock. There are no restrictions on these investments, and they are valued at the net asset value of the shares held at year end, which are supported by the values of the underlying securities and by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. | ||||||||||||||||||||||||||||||||
(4) | More than 90% is invested in real estate funds with less than $0.5 million invested in alternative investments such as private equity funds, hedge funds and commodities. | ||||||||||||||||||||||||||||||||
The following table shows the activity of our plan assets, which are measured at fair value using Level 3 inputs: | |||||||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 6.3 | |||||||||||||||||||||||||||||||
Gains on assets sold during year | 0.8 | ||||||||||||||||||||||||||||||||
(Losses) on assets still held at end of year | (0.9 | ) | |||||||||||||||||||||||||||||||
Transfers in and/or out of Level 3 | (6.1 | ) | |||||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 0.1 | |||||||||||||||||||||||||||||||
International | |||||||||||||||||||||||||||||||||
Some of our non-U.S. employees participate in defined benefit pension plans in their respective countries. The following table presents our funded status for 2013 and 2012 for our non-U.S. pension plans. The measurement date for the defined benefit pension plans presented below is December 31 of each period: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Change in benefit obligation: | |||||||||||||||||||||||||||||||||
Projected benefit obligation at beginning of period | $ | 1,011.80 | $ | 833.1 | |||||||||||||||||||||||||||||
Service cost | 11 | 14.9 | |||||||||||||||||||||||||||||||
Interest cost | 35.5 | 37.3 | |||||||||||||||||||||||||||||||
Actuarial loss | 34 | 149.8 | |||||||||||||||||||||||||||||||
Settlement/curtailment | (5.6 | ) | (6.8 | ) | |||||||||||||||||||||||||||||
Benefits paid | (32.3 | ) | (37.4 | ) | |||||||||||||||||||||||||||||
Employee contributions | 3.6 | 3.8 | |||||||||||||||||||||||||||||||
Other | 0.4 | (0.6 | ) | ||||||||||||||||||||||||||||||
Foreign exchange impact | 12 | 17.7 | |||||||||||||||||||||||||||||||
Projected benefit obligation at end of period | $ | 1,070.40 | $ | 1,011.80 | |||||||||||||||||||||||||||||
Change in plan assets: | |||||||||||||||||||||||||||||||||
Fair value of plan assets at beginning of period | 784 | 704.2 | |||||||||||||||||||||||||||||||
Actual gain on plan assets | 56.3 | 66.1 | |||||||||||||||||||||||||||||||
Employer contributions | 34.1 | 40.2 | |||||||||||||||||||||||||||||||
Employee contributions | 3.6 | 3.8 | |||||||||||||||||||||||||||||||
Benefits paid | (32.3 | ) | (37.4 | ) | |||||||||||||||||||||||||||||
Settlement/curtailment | (5.5 | ) | (6.5 | ) | |||||||||||||||||||||||||||||
Other | (1.1 | ) | (1.0 | ) | |||||||||||||||||||||||||||||
Foreign exchange impact | 6.7 | 14.6 | |||||||||||||||||||||||||||||||
Fair value of plan assets at end of period | 845.8 | 784 | |||||||||||||||||||||||||||||||
Underfunded status at end of year | $ | (224.6 | ) | $ | (227.8 | ) | |||||||||||||||||||||||||||
Amounts included on the consolidated balance sheets consisted of: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Other assets | $ | 21.7 | $ | 33.4 | |||||||||||||||||||||||||||||
Other current liabilities | (4.6 | ) | (4.5 | ) | |||||||||||||||||||||||||||||
Other liabilities | (241.7 | ) | (256.7 | ) | |||||||||||||||||||||||||||||
Net amount recognized | $ | (224.6 | ) | $ | (227.8 | ) | |||||||||||||||||||||||||||
The following table shows the components of our net periodic benefit cost for the three years ended December 31, for our non-U.S. pension plans charged to operations: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Components of net periodic benefit cost: | |||||||||||||||||||||||||||||||||
Service cost | $ | 11 | $ | 14.9 | $ | 8.1 | |||||||||||||||||||||||||||
Interest cost | 35.5 | 37.3 | 21.9 | ||||||||||||||||||||||||||||||
Expected return on plan assets | (38.1 | ) | (41.6 | ) | (20.8 | ) | |||||||||||||||||||||||||||
Amortization of net prior service cost | 0.2 | 0.1 | 0.1 | ||||||||||||||||||||||||||||||
Amortization of net actuarial loss | 7.8 | 5 | 4.2 | ||||||||||||||||||||||||||||||
Net periodic benefit cost | $ | 16.4 | $ | 15.7 | $ | 13.5 | |||||||||||||||||||||||||||
The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2013 are: | |||||||||||||||||||||||||||||||||
Unrecognized prior service costs | $ | 0.6 | |||||||||||||||||||||||||||||||
Unrecognized net actuarial loss | 195.2 | ||||||||||||||||||||||||||||||||
Total | $ | 195.8 | |||||||||||||||||||||||||||||||
Changes in plan assets and benefit obligations recognized in other comprehensive income in 2013 were as follows: | |||||||||||||||||||||||||||||||||
Current year actuarial loss | $ | 16.2 | |||||||||||||||||||||||||||||||
Amortization of actuarial gain | (7.9 | ) | |||||||||||||||||||||||||||||||
Amortization of prior service cost | (0.2 | ) | |||||||||||||||||||||||||||||||
Settlement/curtailment gain | (0.8 | ) | |||||||||||||||||||||||||||||||
Effects of changes in foreign currency exchange rates | 3.9 | ||||||||||||||||||||||||||||||||
Total recognized in other comprehensive income | $ | 11.2 | |||||||||||||||||||||||||||||||
The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 2014 are as follows: | |||||||||||||||||||||||||||||||||
Unrecognized net actuarial loss | $ | 9.5 | |||||||||||||||||||||||||||||||
Total | $ | 9.5 | |||||||||||||||||||||||||||||||
Information for plans with accumulated benefit obligations in excess of plan assets as of December 31, 2013 is as follows: | |||||||||||||||||||||||||||||||||
Accumulated benefit obligation | $ | 829.3 | |||||||||||||||||||||||||||||||
Fair value of plan assets | 617.5 | ||||||||||||||||||||||||||||||||
Actuarial Assumptions | |||||||||||||||||||||||||||||||||
Weighted average assumptions used to determine benefit obligations at December 31, 2013 and 2012 were as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Discount rate | 3.8 | % | 3.7 | % | |||||||||||||||||||||||||||||
Rate of compensation increase | 2.9 | 2.8 | |||||||||||||||||||||||||||||||
Weighted average assumptions used to determine net periodic benefit cost for the three years ended December 31, were as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Discount rate | 3.7 | % | 4.3 | % | 4.6 | % | |||||||||||||||||||||||||||
Expected long-term rate of return | 5 | 5.9 | 5.8 | ||||||||||||||||||||||||||||||
Rate of compensation increase | 2.8 | 2.8 | 2.9 | ||||||||||||||||||||||||||||||
Estimated Future Benefit Payments | |||||||||||||||||||||||||||||||||
We expect the following estimated future benefit payments, which reflect expected future service as appropriate, to be paid in the years indicated: | |||||||||||||||||||||||||||||||||
Year | Amount | ||||||||||||||||||||||||||||||||
2014 | $ | 40.2 | |||||||||||||||||||||||||||||||
2015 | 35.3 | ||||||||||||||||||||||||||||||||
2016 | 36.9 | ||||||||||||||||||||||||||||||||
2017 | 38.8 | ||||||||||||||||||||||||||||||||
2018 | 40.4 | ||||||||||||||||||||||||||||||||
Thereafter | 216.8 | ||||||||||||||||||||||||||||||||
Total | $ | 408.4 | |||||||||||||||||||||||||||||||
We expect to contribute approximately $27 million of cash to our non-U.S. defined benefit plans in 2014. | |||||||||||||||||||||||||||||||||
Plan Assets | |||||||||||||||||||||||||||||||||
We review the expected long-term rate of return on plan assets annually, taking into consideration our asset allocation, historical returns, and the current economic environment. | |||||||||||||||||||||||||||||||||
Our long-term objectives for plan investments are to ensure that (a) there is an adequate level of assets to support benefit obligations to participants over the life of the plans, (b) there is sufficient liquidity in plan assets to cover current benefit obligations, and (c) there is a high level of investment return consistent with a prudent level of investment risk. The investment strategy is focused on a long-term total return in excess of a pure fixed income strategy with short-term volatility less than that of a pure equity strategy. To accomplish this objective, we cause assets to be invested primarily in a diversified mix of equity and fixed income investments. | |||||||||||||||||||||||||||||||||
The fair values of our non-U.S. pension plan assets, by asset category and by the level of fair values are as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Asset Category | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Fair Value | Fair Value | ||||||||||||||||||||||||||||||||
Cash and cash equivalents(1) | $ | 8.5 | $ | 6.7 | $ | 1.8 | $ | — | $ | 7.6 | $ | 5.8 | $ | 1.8 | $ | — | |||||||||||||||||
Fixed income funds(2) | 405.7 | — | 405.7 | — | 404.2 | — | 404.2 | — | |||||||||||||||||||||||||
Equity funds(3) | 341 | — | 341 | — | 290 | — | 290 | — | |||||||||||||||||||||||||
Other(4) | 90.6 | — | 3.2 | 87.4 | 82.2 | — | 20.4 | 61.8 | |||||||||||||||||||||||||
Total | $ | 845.8 | $ | 6.7 | $ | 751.7 | $ | 87.4 | $ | 784 | $ | 5.8 | $ | 716.4 | $ | 61.8 | |||||||||||||||||
(1) | Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates of deposit, government securities, commercial paper, and time deposits. | ||||||||||||||||||||||||||||||||
(2) | Fixed income funds that invest in a diversified portfolio primarily consisting of publicly traded government bonds and corporate bonds. There are no restrictions on these investments, and they are valued at the net asset value of shares held at year end. | ||||||||||||||||||||||||||||||||
(3) | Equity funds that invest in a diversified portfolio of publicly traded domestic and international common stock, with an emphasis in European equities. There are no restrictions on these investments, and they are valued at the net asset value of shares held at year end. | ||||||||||||||||||||||||||||||||
(4) | The majority of these assets are invested in real estate funds and other alternative investments. Also includes guaranteed insurance contracts, which consists of company and employee contributions and accumulated interest income at guaranteed stated interest rates and provides for benefit payments and plan expenses. | ||||||||||||||||||||||||||||||||
The following table shows the activity of our plan assets, which are measured at fair value using Level 3 inputs. | |||||||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 61.8 | |||||||||||||||||||||||||||||||
Gains on assets still held | 1 | ||||||||||||||||||||||||||||||||
Purchases, sales and settlements | 12.1 | ||||||||||||||||||||||||||||||||
Transfers in and/or out of Level 3 | 10.1 | ||||||||||||||||||||||||||||||||
Foreign exchange impact | 2.4 | ||||||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 87.4 | |||||||||||||||||||||||||||||||
Other_PostEmployment_Benefits_
Other Post-Employment Benefits and Other Employee Benefit Plans | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Other Post-Employment Benefits and Other Employee Benefit Plans | ' | ||||||||||||
Note 16 Other Post-Employment Benefits and Other Employee Benefit Plans | |||||||||||||
Other Postretirement Benefit Plans – Legacy Diversey | |||||||||||||
In addition to providing pension benefits, we provide for a portion of healthcare, dental, vision and life insurance benefits for certain retired legacy Diversey employees, primarily in North America. Covered employees retiring on or after attaining age 55 and who have rendered at least ten years of service are entitled to post-retirement healthcare, dental and life insurance benefits. These benefits are subject to deductibles, co-payment provisions and other limitations. | |||||||||||||
Contributions made by us, net of Medicare Part D subsidies received in the U.S., are reported below as benefits paid. We may change the benefits at any time. We have elected to amortize the transition obligation over a 20-year period. The status of these plans, including a reconciliation of benefit obligations, a reconciliation of plan assets and the funded status of the plans, follows: | |||||||||||||
Year Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Change in benefit obligations: | |||||||||||||
Benefit obligation at beginning of period | $ | 79.9 | $ | 71.1 | |||||||||
Service cost | 0.9 | 1 | |||||||||||
Interest cost | 3 | 3.3 | |||||||||||
Plan participants’ contributions | — | — | |||||||||||
Actuarial loss (gain) | (6.0 | ) | 9.2 | ||||||||||
Benefits paid | (5.2 | ) | (4.4 | ) | |||||||||
Loss due to exchange rate movements | (0.1 | ) | 0.1 | ||||||||||
Plan amendments | 0.6 | (0.4 | ) | ||||||||||
Benefit obligation at end of period | $ | 73.1 | $ | 79.9 | |||||||||
Change in plan assets: | |||||||||||||
Fair value of plan assets at beginning of period | $ | — | $ | — | |||||||||
Employer contribution | 5.2 | 4.4 | |||||||||||
Plan participants’ contribution | — | — | |||||||||||
Benefits paid | (5.2 | ) | (4.4 | ) | |||||||||
Fair value of plan assets at end of period | $ | — | $ | — | |||||||||
Net amount recognized: | |||||||||||||
Underfunded status | $ | (73.1 | ) | $ | (79.9 | ) | |||||||
Net amount recognized in consolidated balance sheets consists of: | |||||||||||||
Current liability | $ | (5.7 | ) | $ | (5.2 | ) | |||||||
Noncurrent liability | (67.4 | ) | (74.7 | ) | |||||||||
Net amount recognized | $ | (73.1 | ) | $ | (79.9 | ) | |||||||
Amounts recognized in accumulated other comprehensive loss consist of: | |||||||||||||
Net actuarial loss | $ | 6.9 | $ | 13.2 | |||||||||
Prior service credit | (12.1 | ) | (13.4 | ) | |||||||||
Total | $ | (5.2 | ) | $ | (0.2 | ) | |||||||
The accumulated post-retirement benefit obligations were determined using a weighted-average discount rate of 4.5% at December 31, 2013 and 3.8% at December 31, 2012. The components of net periodic benefit cost for the three years ended December 31 were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Components of net periodic benefit cost: | |||||||||||||
Service cost | $ | 0.9 | $ | 1 | $ | 0.3 | |||||||
Interest cost | 3 | 3.3 | 0.8 | ||||||||||
Amortization of net loss | 0.4 | — | — | ||||||||||
Amortization of prior service credit | (0.7 | ) | (0.9 | ) | (0.1 | ) | |||||||
Net periodic benefit cost | $ | 3.6 | $ | 3.4 | $ | 1 | |||||||
The amounts in accumulated other comprehensive loss at December 31, 2013 that are expected to be recognized as components of net periodic benefit cost during the next fiscal year are as follows: | |||||||||||||
Actuarial loss | $ | — | |||||||||||
Prior service (credit) | (0.8 | ) | |||||||||||
Transition (asset) obligation | — | ||||||||||||
Other Postretirement Benefit Plans — Legacy Sealed Air | |||||||||||||
We generally do not offer our employees postretirement benefits other than programs that are required by the foreign countries in which we operate. In the U.S., we offer a postretirement healthcare program that is fully funded by the participating retired employees, except as noted below. These programs are not material to our consolidated financial condition and results of operations. | |||||||||||||
Healthcare Cost Trend Rates | |||||||||||||
For the year ended December 31, 2013, healthcare cost trend rates were assumed to be 4.0% for Belgian plans, 7.0% for U.S. plans in 2014 and decreasing to 5.0% by 2021, and 7.0% for Canadian plans in 2014 decreasing to 5.0% by 2018. The assumed healthcare cost trend rate has an effect on the amounts reported for the healthcare plans. A one percentage point change on assumed healthcare cost trend rates would have the following effect for the year ended December 31, 2013: | |||||||||||||
1% | 1% | ||||||||||||
Increase | Decrease | ||||||||||||
Effect on total of service and interest cost components | $ | 0.2 | $ | (0.2 | ) | ||||||||
Effect on post-retirement benefit obligation | 2.3 | (2.7 | ) | ||||||||||
The amortization of any prior service cost is determined using a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under the plan. | |||||||||||||
Expected post-retirement benefits (net of Medicare Part D subsidies) for each of the next five years and succeeding five years are as follows: | |||||||||||||
Year | Amount | ||||||||||||
2014 | $ | 5.9 | |||||||||||
2015 | 5.6 | ||||||||||||
2016 | 5.4 | ||||||||||||
2017 | 5.3 | ||||||||||||
2018 | 5.4 | ||||||||||||
Thereafter | 26.5 | ||||||||||||
Total | $ | 54.1 | |||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
Note 17 Income Taxes | |||||||||||||
The components of earnings (loss) from continuing operations before income tax provision were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | $ | (95.1 | ) | $ | (1,449.0 | ) | $ | (77.6 | ) | ||||
Foreign | 272.8 | (433.6 | ) | 267 | |||||||||
Total | $ | 177.7 | $ | (1,882.6 | ) | $ | 189.4 | ||||||
The components of the income tax provision (benefit) were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current tax expense: | |||||||||||||
Federal | $ | (4.3 | ) | $ | (8.6 | ) | $ | 35.4 | |||||
State and local | (3.9 | ) | (6.5 | ) | 5.5 | ||||||||
Foreign | 85.2 | 68.8 | 76.3 | ||||||||||
Total current | 77 | 53.7 | 117.2 | ||||||||||
Deferred tax expense (benefit) : | |||||||||||||
Federal | 3.4 | (231.2 | ) | (54.1 | ) | ||||||||
State and local | 10.3 | (24.8 | ) | (5.2 | ) | ||||||||
Foreign | (6.7 | ) | (62.4 | ) | (1.2 | ) | |||||||
Total deferred tax benefit | 7 | (318.4 | ) | (60.5 | ) | ||||||||
Total provision (benefit) | $ | 84 | $ | (264.7 | ) | $ | 56.7 | ||||||
Deferred tax assets (liabilities) consist of the following: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Settlement agreement and related accrued interest(1) | $ | 460.7 | $ | 442.3 | |||||||||
Restructuring reserves | 3.1 | 8.7 | |||||||||||
Accruals not yet deductible for tax purposes | 68.3 | 74.1 | |||||||||||
Net operating loss carry forwards | 127 | 132.6 | |||||||||||
Foreign, federal and state credits and investment tax allowances | 32.7 | 53.2 | |||||||||||
Employee benefit items | 130.6 | 129.8 | |||||||||||
Other | 20.2 | 13.2 | |||||||||||
Gross deferred tax assets | 842.6 | 853.9 | |||||||||||
Valuation allowance | (240.0 | ) | (200.0 | ) | |||||||||
Total deferred tax assets | 602.6 | 653.9 | |||||||||||
Depreciation and amortization | (51.8 | ) | (68.1 | ) | |||||||||
Unremitted foreign earnings | (135.2 | ) | (135.2 | ) | |||||||||
Intangibles | (256.0 | ) | (274.3 | ) | |||||||||
Other | (5.5 | ) | (10.0 | ) | |||||||||
Total deferred tax liabilities | (448.5 | ) | (487.6 | ) | |||||||||
Net deferred tax assets | $ | 154.1 | $ | 166.3 | |||||||||
(1) | This deferred tax asset reflects the cash portion of the Settlement agreement and related accrued interest and the fair market value of 18 million shares of our common stock at a post-split price of $17.86 per share based on the price when the Settlement agreement was reached in 2002. See Note 18, “Commitments and Contingencies,” for further discussion. | ||||||||||||
In assessing the need for a valuation allowance, we estimate future taxable earnings, with consideration for the feasibility of ongoing planning strategies and the realizability of tax benefit carry forwards and past operating results, to determine which deferred tax assets are more likely than not to be realized in the future. Changes to tax laws, statutory tax rates and future taxable earnings can have an impact on valuation allowances related to deferred tax assets. | |||||||||||||
The decrease in net deferred tax assets is attributable to the increase in our valuation allowance with respect to our deferred tax asset for the Settlement agreement, partially offset by additional accruals under the Settlement agreement and amortization of intangibles. | |||||||||||||
Based upon anticipated future results, we have concluded that it is more likely than not that we will realize the $603 million balance of deferred tax assets at December 31, 2013, net of the valuation allowance of $240 million. In addition to an $88 million valuation allowance with respect to our deferred tax asset for the Settlement agreement, the valuation allowance primarily relates to the uncertainty of utilizing the following deferred tax assets: $397 million of U.S. federal and foreign net operating loss carryforwards, or $116 million on a tax-effected basis, $18 million of foreign and federal tax credits and investment allowances, $828 million of state net operating loss carry forwards, or $39 million on a tax-effected basis, and $23 million of state tax credits, or $15 million net of federal tax benefits. For the year ended December 31, 2013, the valuation allowance increased by $40 million, due to an increase in our valuation allowance with respect to the deferred tax asset for the Settlement agreement, partially offset by a reduced valuation allowance related to the use of foreign tax credits and state net operating losses. For the year ended December 31, 2012, the valuation allowance decreased by $19 million, due to the use of foreign tax credits in connection with the sale of Diversey Japan, offset by an increase with respect to foreign net operating losses and our allowance with respect to the Settlement agreement. For the year ended December 31, 2011, the valuation allowance increased by $176 million primarily due to $162 million related to the acquisition of Diversey, $3 million that was charged to the income tax provision and $11 million resulting from a net increase to deferred tax assets with a 100% valuation allowance. | |||||||||||||
As of December 31, 2013, we have U.S. federal and foreign net operating loss carryforwards totaling $397 million that expire during the following calendar years (in millions): 2014 — $4; 2015 — $7; 2016 — $7; 2017 — $12; 2018 — $27; 2019 — $6; 2020 and beyond — $169; and no expiration — $165. The state net operating loss carryforwards totaling $828 million expire in various amounts over one to 20 years. | |||||||||||||
As of December 31, 2013, we have foreign and federal foreign tax credit carryforwards and investment allowances totaling $18 million that expire during the following calendar years (in millions): 2014 — $1; 2015 — $1; 2016 — $0; 2017 — $2; 2018 — $0; 2019 — $2; 2020 and beyond — $2; and no expiration — $10. The state tax credit carryforwards, totaling $23 million, expire in various amounts over one to 20 years. | |||||||||||||
Net deferred income taxes (credited) charged to stockholders’ equity were $(7) million in 2013, $(25) million in 2012 and $6 million in 2011. | |||||||||||||
The U.S. federal statutory corporate tax rate reconciles to our effective income tax rate as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Statutory U.S. federal tax rate | 35 | % | 35 | % | 35 | % | |||||||
State income taxes, net of federal tax benefit | (1.3 | ) | 0.5 | 0.2 | |||||||||
Foreign earnings taxed at lower effective rates | (4.1 | ) | (0.8 | ) | (8.4 | ) | |||||||
Nondeductible acquisition costs | — | — | 2.9 | ||||||||||
U.S. domestic manufacturing deduction | — | — | (2.8 | ) | |||||||||
Impairment | — | (20.0 | ) | — | |||||||||
Reorganization tax benefit | (6.7 | ) | — | — | |||||||||
Net change in valuation allowance | 22.7 | (2.2 | ) | 0.8 | |||||||||
Net change in unrecognized tax benefits | 2 | 1.9 | 0.4 | ||||||||||
Other | (0.3 | ) | (0.3 | ) | 1.8 | ||||||||
Effective income tax rate | 47.3 | % | 14.1 | % | 29.9 | % | |||||||
Unrecognized Tax Benefits | |||||||||||||
We are providing the following disclosures related to our unrecognized tax benefits and the effect on our effective income tax rate if recognized: | |||||||||||||
Unrecognized tax benefits at January 1, 2013 | $ | 233.2 | |||||||||||
Additions for tax positions of current year | 7.5 | ||||||||||||
Additions for tax positions of prior years | 5 | ||||||||||||
Reductions for tax positions of prior years | (23.8 | ) | |||||||||||
Unrecognized tax benefits at December 31, 2013 | $ | 221.9 | |||||||||||
In 2013, we reduced our unrecognized tax benefit by $11 million, primarily due to approximately $5 million of payments made to foreign jurisdictions. | |||||||||||||
If the unrecognized tax benefits at December 31, 2013 were recognized, our income tax provision would decrease by $185 million, resulting in a substantially lower effective tax rate. It is reasonably possible that within the next 12 months our unrecognized tax benefit position will decrease by approximately $41 million. | |||||||||||||
We recognize interest and penalties related to unrecognized tax benefits in income tax provision on the consolidated statements of operations. We had a liability of approximately $28 million (of which $14 million represents penalties) at January 1, 2013 and a liability of $27 million (of which $12 million represents penalties) at December 31, 2013 for the payment of interest and penalties (before any tax benefit). In 2013, interest and penalties of $5 million were reversed in connection with the related tax accruals for uncertainties in prior years. | |||||||||||||
Income Tax Returns | |||||||||||||
The Internal Revenue Service (the “Service”) has concluded its examination of the legacy Sealed Air U.S. federal income tax returns for all years through 2008, except 2007 remains open to the extent of a capital loss carryback. Examination of legacy Diversey U.S. federal income tax returns has also been substantially completed through 2010, but the Service could challenge the Diversey U.S. income tax losses carried forward to subsequent periods. The Service is currently auditing the 2007 and 2010 consolidated U.S. federal income tax returns of legacy Sealed Air. | |||||||||||||
State income tax returns are generally subject to examination for a period of three to five years after their filing date. We have various state income tax returns in the process of examination. | |||||||||||||
Income tax returns in foreign jurisdictions have statutes of limitations generally ranging from three to five years after their filing date and except where still under examination or where we are litigating, we have generally concluded all other income tax matters globally for years through 2006. Our foreign income tax returns are under examination in various jurisdictions in which we conduct business and we are litigating certain issues in several jurisdictions. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
Note 18 Commitments and Contingencies | |||||
Cryovac Transaction Commitments and Contingencies | |||||
Settlement Agreement and Related Costs | |||||
On November 27, 2002, we reached an agreement in principle with the Committees appointed to represent asbestos claimants in the bankruptcy case of W. R. Grace & Co., known as Grace or WRG, to resolve all current and future asbestos-related claims made against the Company and our affiliates in connection with the Cryovac transaction described below (as memorialized by the parties in the Settlement agreement and as approved by the Bankruptcy Court, the “Settlement agreement”). The Settlement agreement provided for the resolution of the fraudulent transfer claims and successor liability claims, as well as indemnification claims by Fresenius Medical Care Holdings, Inc. and affiliated companies, in connection with the Cryovac transaction. On December 3, 2002, our Board of Directors approved the agreement in principle. We received notice that both of the Committees had approved the agreement in principle as of December 5, 2002. The parties subsequently signed the definitive Settlement agreement as of November 10, 2003 consistent with the terms of the agreement in principle. For a description of the Cryovac transaction, asbestos-related claims and the parties involved, see “Cryovac Transaction,” “Discussion of Cryovac Transaction Commitments and Contingencies,” “Fresenius Claims,” “Canadian Claims” and “Additional Matters Related to the Cryovac Transaction” below. | |||||
We recorded a pre-tax charge of approximately $850 million as a result of the Settlement agreement on our consolidated statement of operations for the year ended December 31, 2002. The charge consisted of the following items: | |||||
• | a charge of $513 million covering a cash payment that we were required to make under the Settlement agreement upon the effectiveness of an appropriate plan of reorganization in the Grace bankruptcy. Because we could not predict when a plan of reorganization would become effective, we recorded this liability as a current liability on our consolidated balance sheet at December 31, 2002. Under the terms of the Settlement agreement, this amount accrued interest at a 5.5% annual rate from December 21, 2002 to the date of payment. We recorded this interest in interest expense on our consolidated statements of operations and in Settlement agreement and related accrued interest on our consolidated balance sheets. The accrued interest, which was compounded annually, was $412 million at December 31, 2013 and $364 million at December 31, 2012. | ||||
• | a non-cash charge of $322 million representing the fair market value at the date we recorded the charge of nine million shares of Sealed Air common stock would issue under the Settlement agreement upon the effectiveness of an appropriate plan of reorganization in the Grace bankruptcy, which was adjusted to eighteen million shares due to our two-for-one stock split in March 2007. These shares were subject to customary anti-dilution provisions that adjusted for the effects of stock splits, stock dividends and other events affecting our common stock. The fair market value of our common stock was $35.72 per pre-split share ($17.86 post-split) as of the close of business on December 5, 2002. We recorded this amount on our consolidated balance sheet at December 31, 2002 as follows: $0.9 million representing the aggregate par value of these shares of common stock reserved for issuance related to the Settlement agreement, and the remaining $321 million, representing the excess of the aggregate fair market value over the aggregate par value of these common shares, in additional paid-in capital. | ||||
• | $16 million of legal and related fees as of December 31, 2002. | ||||
As discussed below, on February 3, 2014, the Company’s subsidiary, Cryovac, Inc., made the payments contemplated by the Settlement agreement, consisting of aggregate cash payments in the amount of $929.7 million to the WRG Asbestos PI Trust and the WRG Asbestos PD Trust and the transfer of 18 million shares of Sealed Air common stock (the “Settlement Shares”) to the PI Trust, in each case reflecting adjustments made in accordance with the Settlement agreement. In connection with the issuance of the Settlement Shares and their transfer to the PI Trust by Cryovac, the Company entered into a Registration Rights Agreement, dated as of February 3, 2014 (the “Registration Rights Agreement”), with the PI Trust as initial holder of the Settlement Shares. Under the Registration Rights Agreement, the Company will be required to use reasonable best efforts to prepare and file with the SEC a shelf registration statement covering resales of the Settlement Shares on or prior to 60 days after the Effective Date, and to use reasonable best efforts to cause such shelf registration statement to be declared effective by the SEC as soon as reasonably practicable. | |||||
Cryovac Transaction | |||||
On June 30, 1998, we completed a multi-step transaction that brought the Cryovac packaging business and the former Sealed Air Corporation’s business under the common ownership of the Company. These businesses operate as subsidiaries of the Company, and the Company acts as a holding company. As part of that transaction, the parties separated the Cryovac packaging business, which previously had been held by various direct and indirect subsidiaries of the Company, from the remaining businesses previously held by the Company. The parties then arranged for the contribution of these remaining businesses to a company now known as W. R. Grace & Co., and the Company distributed the Grace shares to the Company’s stockholders. As a result, W. R. Grace & Co. became a separate publicly owned company. The Company recapitalized its outstanding shares of common stock into a new common stock and a new convertible preferred stock. A subsidiary of the Company then merged into the former Sealed Air Corporation, which became a subsidiary of the Company and changed its name to Sealed Air Corporation (US). | |||||
Discussion of Cryovac Transaction Commitments and Contingencies | |||||
In connection with the Cryovac transaction, Grace and its subsidiaries retained all liabilities arising out of their operations before the Cryovac transaction, whether accruing or occurring before or after the Cryovac transaction, other than liabilities arising from or relating to Cryovac’s operations. Among the liabilities retained by Grace are liabilities relating to asbestos-containing products previously manufactured or sold by Grace’s subsidiaries prior to the Cryovac transaction, including its primary U.S. operating subsidiary, W. R. Grace & Co. — Conn., which has operated for decades and has been a subsidiary of Grace since the Cryovac transaction. The Cryovac transaction agreements provided that, should any claimant seek to hold the Company or any of its subsidiaries responsible for liabilities retained by Grace or its subsidiaries, including the asbestos-related liabilities, Grace and its subsidiaries would indemnify and defend us. | |||||
Since the beginning of 2000, we have been served with a number of lawsuits alleging that, as a result of the Cryovac transaction, we are responsible for alleged asbestos liabilities of Grace and its subsidiaries, some of which were also named as co-defendants in some of these actions. Among these lawsuits are several purported class actions and a number of personal injury lawsuits. Some plaintiffs seek damages for personal injury or wrongful death, while others seek medical monitoring, environmental remediation or remedies related to an attic insulation product. Neither the former Sealed Air Corporation nor Cryovac, Inc. ever produced or sold any of the asbestos-containing materials that are the subjects of these cases. None of these cases has reached resolution through judgment, settlement or otherwise. As discussed below, Grace’s Chapter 11 bankruptcy proceeding stayed all of these cases and the orders confirming Grace’s plan of reorganization enjoin parties from prosecuting Grace-related asbestos claims against the Company. | |||||
While the allegations in these actions directed to us vary, these actions all appear to allege that the transfer of the Cryovac business as part of the Cryovac transaction was a fraudulent transfer or gave rise to successor liability. Under a theory of successor liability, plaintiffs with claims against Grace and its subsidiaries may attempt to hold us liable for liabilities that arose with respect to activities conducted prior to the Cryovac transaction by W. R. Grace & Co. — Conn. or other Grace subsidiaries. A transfer would be a fraudulent transfer if the transferor received less than reasonably equivalent value and the transferor was insolvent or was rendered insolvent by the transfer, was engaged or was about to engage in a business for which its assets constitute unreasonably small capital, or intended to incur or believed that it would incur debts beyond its ability to pay as they mature. A transfer may also be fraudulent if it was made with actual intent to hinder, delay or defraud creditors. If a court found any transfers in connection with the Cryovac transaction to be fraudulent transfers, we could be required to return the property or its value to the transferor or could be required to fund liabilities of Grace or its subsidiaries for the benefit of their creditors, including asbestos claimants. We signed the Settlement agreement, described below, that provided for the resolution of these claims. | |||||
In the Joint Proxy Statement furnished to their respective stockholders in connection with the Cryovac transaction, both parties to the transaction stated that it was their belief that Grace and its subsidiaries were adequately capitalized and would be adequately capitalized after the Cryovac transaction and that none of the transfers contemplated to occur in the Cryovac transaction would be a fraudulent transfer. They also stated their belief that the Cryovac transaction complied with other relevant laws. However, if a court applying the relevant legal standards had reached conclusions adverse to us, these determinations could have had a materially adverse effect on our consolidated financial condition and results of operations. | |||||
On April 2, 2001, Grace and a number of its subsidiaries filed petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in the District of Delaware (the “Bankruptcy Court”). Grace stated that the filing was made in response to a sharply increasing number of asbestos claims since 1999. | |||||
In connection with its Chapter 11 filing, Grace filed an application with the Bankruptcy Court seeking to stay, among others, all actions brought against the Company and specified subsidiaries related to alleged asbestos liabilities of Grace and its subsidiaries or alleging fraudulent transfer claims. The court issued an order dated May 3, 2001, which was modified on January 22, 2002, under which the court stayed all the filed or pending asbestos actions against us and, upon filing and service on us, all future asbestos actions (collectively, the “Preliminary Injunction”). Pursuant to the Preliminary Injunction, no further proceedings involving us could occur in the actions that were stayed except upon further order of the Bankruptcy Court. | |||||
Committees appointed to represent asbestos claimants in Grace’s bankruptcy case received the court’s permission to pursue fraudulent transfer and other claims against the Company and its subsidiary Cryovac, Inc., and against Fresenius, as discussed below. The claims against Fresenius are based upon a 1996 transaction between Fresenius and W. R. Grace & Co. — Conn. Fresenius is not affiliated with us. In March 2002, the court ordered that the issues of the solvency of Grace following the Cryovac transaction and whether Grace received reasonably equivalent value in the Cryovac transaction would be tried on behalf of all of Grace’s creditors. This proceeding was brought in the U.S. District Court for the District of Delaware (the “District Court”) (Adv. No. 02-02210). | |||||
In June 2002, the court permitted the U.S. government to intervene as a plaintiff in the fraudulent transfer proceeding, so that the U.S. government could pursue allegations that environmental remediation expenses were underestimated or omitted in the solvency analyses of Grace conducted at the time of the Cryovac transaction. The court also permitted Grace, which asserted that the Cryovac transaction was not a fraudulent transfer, to intervene in the proceeding. In July 2002, the court issued an interim ruling on the legal standards to be applied in the trial, holding, among other things, that, subject to specified limitations, post-1998 claims should be considered in the solvency analysis of Grace. We believe that only claims and liabilities that were known, or reasonably should have been known, at the time of the 1998 Cryovac transaction should be considered under the applicable standard. | |||||
With the fraudulent transfer trial set to commence on December 9, 2002, on November 27, 2002, we reached an agreement in principle with the Committees prosecuting the claims against the Company and Cryovac, Inc., to resolve all current and future asbestos-related claims arising from the Cryovac transaction. The parties subsequently signed the definitive Settlement agreement as of November 10, 2003 consistent with the terms of the agreement in principle. As discussed above, the Settlement agreement called for payment of nine million shares of our common stock and $513 million in cash, plus interest on the cash payment at a 5.5% annual rate starting on December 21, 2002 and ending on the effective date of an appropriate plan of reorganization in the Grace bankruptcy, when we would be required to make the payment. These shares were subject to customary anti-dilution provisions that adjust for the effects of stock splits, stock dividends and other events affecting our common stock, and as a result, the number of shares of our common stock issued under the Settlement agreement increased to eighteen million shares upon the two-for-one stock split in March 2007. | |||||
On June 27, 2005, the Bankruptcy Court signed an order approving the Settlement agreement. Although Grace is not a party to the Settlement agreement, under the terms of the order, Grace is directed to comply with the Settlement agreement subject to limited exceptions. The order also provides that the Court will retain jurisdiction over any dispute involving the interpretation or enforcement of the terms and provisions of the Settlement agreement. | |||||
As a condition to our obligation to make the payments required by the Settlement agreement, any final plan of reorganization had to be consistent with the terms of the Settlement agreement, including provisions for the trusts and releases referred to below and for an injunction barring the prosecution of any asbestos-related claims against us. The Settlement agreement provides that, upon the effective date of the final plan of reorganization and payment of the shares and cash, all present and future asbestos-related claims against us that arise from alleged asbestos liabilities of Grace and its affiliates (including former affiliates that became our affiliates through the Cryovac transaction) will be channeled to and become the responsibility of one or more trusts to be established under Section 524(g) of the Bankruptcy Code as part of a final plan of reorganization in the Grace bankruptcy. The Settlement agreement also resolved all fraudulent transfer claims against us arising from the Cryovac transaction as well as the Fresenius claims described below. The Settlement agreement provides for releases of all those claims upon payment. Under the agreement, we cannot seek indemnity from Grace for our payments required by the Settlement agreement. The order approving the Settlement agreement also provides that the Preliminary Injunction stay of proceedings involving us described above continued through the effective date of the final plan of reorganization, after which, upon implementation of the Settlement agreement, we have been released from the Grace asbestos liabilities asserted in those proceedings and their continued prosecution against us are enjoined. As more fully discussed below, the Settlement agreement became effective upon Grace’s emergence from bankruptcy pursuant to a plan of reorganization that implements the terms of the Settlement agreement. | |||||
On September 19, 2008, Grace, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants’ Representative, and the Official Committee of Equity Security Holders filed, as co-proponents, a plan of reorganization that incorporated a settlement of all present and future asbestos-related personal injury claims against Grace (as filed and amended from time to time, the “PI Settlement Plan”). Amended versions of the PI Settlement Plan, related exhibits, and associated documents were filed with the Bankruptcy Court from time to time. The PI Settlement Plan provides for the establishment of two asbestos trusts under Section 524(g) of the United States Bankruptcy Code to which present and future asbestos-related personal injury and property damage claims are channeled. The PI Settlement Plan also incorporates the Settlement agreement, including our payment of amounts contemplated by the Settlement agreement. | |||||
On January 31, 2011, the Bankruptcy Court entered a memorandum opinion (as amended, the “Bankruptcy Court Opinion”) overruling certain objections to the PI Settlement Plan. The Bankruptcy Court entered orders on January 31, 2011 and February 15, 2011 (collectively, the “Bankruptcy Court Confirmation Order”) confirming the PI Settlement Plan and requesting that the District Court issue and affirm the Bankruptcy Court Confirmation Order, including the injunction under Section 524(g) of the Bankruptcy Code. | |||||
Various parties appealed or otherwise challenged the Bankruptcy Court Opinion and the Bankruptcy Court Confirmation Order, including without limitation with respect to issues relating to releases and injunctions contained in the PI Settlement Plan. On January 30, 2012 and June 11, 2012 , the District Court issued memorandum opinions and orders (collectively with the Bankruptcy Court Confirmation Orders, the “Confirmation Orders”) overruling all objections to the PI Settlement Plan and confirming the PI Settlement Plan in its entirety, including the approval and issuance of the injunctions under Section 524(g) of the Bankruptcy Code and the other injunctions, releases, and indemnifications set forth in the PI Settlement Plan and the Bankruptcy Court Confirmation Order. | |||||
Five appeals to the Confirmation Orders (the “Third Circuit Appeals”) were filed with the United States Court of Appeals for the Third Circuit (the “Third Circuit Court of Appeals”), and certain of the Third Circuit Appeals included challenges to releases and injunctions contained in the PI Settlement Plan. By separate opinions and orders, the Third Circuit Court of Appeals denied four of the Third Circuit Appeals and the appealing parties to these appeals did not pursue further appeals to the United States Supreme Court. On December 23, 2013, Grace filed a motion with the Bankruptcy Court (the “Lender Settlement Motion”) seeking approval of a settlement to consensually resolve the remaining Third Circuit Appeal which had been brought by certain holders of Grace’s prepetition bank debt (the “Bank Lender Appeal”). | |||||
As of December 31, 2013, the Lender Settlement Motion remained pending with the Bankruptcy Court and the Bank Lender Appeal remained pending with the Third Circuit Court of Appeals, and conditions to the effectiveness of the PI Settlement Plan and of the Settlement agreement remained open. | |||||
On January 17, 2014, the Bankruptcy Court approved the Lender Settlement Motion. On January 29, 2014, by agreement of the parties, the Bankruptcy Court dismissed with prejudice the fraudulent transfer action brought against the Company by the Committees appointed to represent asbestos claimants in Grace’s bankruptcy. On February 3, 2014 (the “Effective Date”), the Third Circuit Court of Appeals dismissed the Bank Lender Appeal by agreement of Grace and bank lenders and, as a result, the approval of the PI Settlement Plan pursuant to the Confirmation Orders became final and not subject to appeal. Also on the Effective Date, the remaining conditions to the effectiveness of the PI Settlement Plan and the Settlement agreement were satisfied or waived by the relevant parties (including the Company), and the PI Settlement Plan implementing the Settlement agreement became effective with Grace emerging from bankruptcy on the Effective Date. In accordance with the PI Settlement Plan and the Settlement agreement, on the Effective Date, Cryovac, Inc. made aggregate cash payments in the amount of $929.7 million to the WRG Asbestos PI Trust (the “PI Trust”) and the WRG Asbestos PD Trust (the “PD Trust”) and transferred 18 million shares of Sealed Air common stock to the PI Trust, in each case reflecting adjustments made in accordance with the Settlement agreement. Under the Plan and the Confirmation Orders, the Preliminary Injunction remained in place through the Effective Date and, on the Effective Date, the Plan and Settlement agreement injunctions and releases with respect to asbestos claims and certain other claims became effective. Thereafter, on February 19, 2014, Grace filed a motion with the Bankruptcy Court indicating that the Preliminary Injunction had been replaced by the Plan injunctions as of the Effective Date and seeking to dismiss with prejudice the proceedings in which the Preliminary Injunction was issued. The Plan and the Confirmation Orders further provide for the channeling of existing and future asbestos claims to the PI Trust or the PD Trust, as applicable. In addition, under the Plan, the Confirmation Orders, and the Settlement agreement, Grace is required to indemnify us with respect to asbestos and certain other liabilities. Notwithstanding the foregoing, and although we believe the possibility to be remote, if any courts were to refuse to enforce the injunctions or releases contained in the PI Settlement Plan and the Settlement agreement with respect to any claims, and if, in addition, Grace were unwilling or unable to defend and indemnify the Company and its subsidiaries for such claims, then we could be required to pay substantial damages, which could have a material adverse effect on our consolidated financial condition and results of operations. | |||||
Fresenius Claims | |||||
In January 2002, we filed a declaratory judgment action against Fresenius Medical Care Holdings, Inc., its parent, Fresenius AG, a German company, and specified affiliates in New York State court asking the court to resolve a contract dispute between the parties. The Fresenius parties contended that we were obligated to indemnify them for liabilities that they might incur as a result of the 1996 Fresenius transaction mentioned above. The Fresenius parties’ contention was based on their interpretation of the agreements between them and W. R. Grace & Co. — Conn. in connection with the 1996 Fresenius transaction. In February 2002, the Fresenius parties announced that they had accrued a charge of $172 million for these potential liabilities, which included pre-transaction tax liabilities of Grace and the costs of defense of litigation arising from Grace’s Chapter 11 filing. We believe that we were not responsible to indemnify the Fresenius parties under the 1996 agreements and filed the action to proceed to a resolution of the Fresenius parties’ claims. In April 2002, the Fresenius parties filed a motion to dismiss the action and for entry of declaratory relief in its favor. We opposed the motion, and in July 2003, the court denied the motion without prejudice in view of the November 27, 2002 agreement in principle referred to above. On the Effective Date, and in connection with the PI Settlement Plan and the Settlement agreement, we and the Fresenius parties exchanged mutual releases, releasing us from any and all claims related to the 1996 Fresenius transaction. | |||||
Canadian Claims | |||||
In November 2004, the Company’s Canadian subsidiary Sealed Air (Canada) Co./Cie learned that it had been named a defendant in the case of Thundersky v. The Attorney General of Canada, et al. (File No. CI04-01-39818), pending in the Manitoba Court of Queen’s Bench. Grace and W. R. Grace & Co. — Conn. were also named as defendants. The plaintiff brought the claim as a putative class proceeding and sought recovery for alleged injuries suffered by any Canadian resident, other than in the course of employment, as a result of Grace’s marketing, selling, processing, manufacturing, distributing and/or delivering asbestos or asbestos-containing products in Canada prior to the Cryovac Transaction. A plaintiff filed another proceeding in January 2005 in the Manitoba Court of Queen’s Bench naming the Company and specified subsidiaries as defendants. The latter proceeding, Her Majesty the Queen in Right of the Province of Manitoba v. The Attorney General of Canada, et al. (File No. CI05-01-41069), sought the recovery of the cost of insured health services allegedly provided by the Government of Manitoba to the members of the class of plaintiffs in theThundersky proceeding. In October 2005, we learned that six additional putative class proceedings had been brought in various provincial and federal courts in Canada seeking recovery from the Company and its subsidiaries Cryovac, Inc. and Sealed Air (Canada) Co./Cie, as well as other defendants including W. R. Grace & Co. and W. R. Grace & Co. — Conn., for alleged injuries suffered by any Canadian resident, other than in the course of employment (except with respect to one of these six claims), as a result of Grace’s marketing, selling, manufacturing, processing, distributing and/or delivering asbestos or asbestos-containing products in Canada prior to the Cryovac transaction. Grace and W. R. Grace & Co. — Conn. agreed to defend, indemnify and hold harmless the Company and its affiliates in respect of any liability and expense, including legal fees and costs, in these actions. | |||||
In April 2001, Grace Canada, Inc. had obtained an order of the Superior Court of Justice, Commercial List, Toronto (the “Canadian Court”), recognizing the Chapter 11 actions in the United States of America involving Grace Canada, Inc.’s U.S. parent corporation and other affiliates of Grace Canada, Inc., and enjoining all new actions and staying all current proceedings against Grace Canada, Inc. related to asbestos under the Companies’ Creditors Arrangement Act. That order has been renewed repeatedly. In November 2005, upon motion by Grace Canada, Inc., the Canadian Court ordered an extension of the injunction and stay to actions involving asbestos against the Company and its Canadian affiliate and the Attorney General of Canada, which had the effect of staying all of the Canadian actions referred to above. The parties finalized a global settlement of these Canadian actions (except for claims against the Canadian government). That settlement, which has subsequently been amended (the “Canadian Settlement”), will be entirely funded by Grace. The Canadian Court issued an Order on December 13, 2009 approving the Canadian Settlement. We do not have any positive obligations under the Canadian Settlement, but we are a beneficiary of the release of claims. The release in favor of the Grace parties (including us) became operative upon the effective date of a plan of reorganization in Grace’s United States Chapter 11 bankruptcy proceeding. As filed, the PI Settlement Plan contemplates that the claims released under the Canadian Settlement will be subject to injunctions under Section 524(g) of the Bankruptcy Code. As indicated above, the Bankruptcy Court entered the Bankruptcy Court Confirmation Order on January 31, 2011 and the Clarifying Order on February 15, 2011 and the District Court entered the Original District Court Confirmation Order on January 30, 2012 and the Amended District Court Confirmation Order on June 11, 2012. The Canadian Court issued an Order on April 8, 2011 recognizing and giving full effect to the Bankruptcy Court’s Confirmation Order in all provinces and territories of Canada in accordance with the Bankruptcy Court Confirmation Order’s terms. | |||||
As described above, the PI Settlement Plan became effective on February 3, 2014. In accordance with the above-mentioned December 31, 2009 order of the Canadian court, on the Effective Date the actions became permanently stayed until they are amended to remove the Grace parties as named defendants. The above-mentioned actions in the Manitoba Court of Queen’s Bench were dismissed by the Manitoba court as against the Grace parties on February 19, 2014 and it is anticipated that the remaining actions will now also be dismissed. Notwithstanding the foregoing, and although we believe the possibility to be remote, if the Canadian courts refuse to enforce the final plan of reorganization in the Canadian courts, and if in addition Grace is unwilling or unable to defend and indemnify the Company and its subsidiaries in these cases, then we could be required to pay substantial damages, which we cannot estimate at this time and which could have a material adverse effect on our consolidated financial condition and results of operations. | |||||
Additional Matters Related to the Cryovac Transaction | |||||
In view of Grace’s Chapter 11 filing, we may receive additional claims asserting that we are liable for obligations that Grace had agreed to retain in the Cryovac transaction and for which we may be contingently liable. To date, we are not aware of any material claims having been asserted or threatened against us. | |||||
Final determinations and accountings under the Cryovac transaction agreements with respect to matters pertaining to the transaction had not been completed at the time of Grace’s Chapter 11 filing in 2001. We have filed claims in the bankruptcy proceeding that reflect the costs and liabilities that we have incurred or may incur that Grace and its affiliates agreed to retain or that are subject to indemnification by Grace and its affiliates under the Cryovac transaction agreements, other than payments to be made under the Settlement agreement. Grace has alleged that we are responsible for specified amounts under the Cryovac transaction agreements. On February 3, 2014, following Grace’s emergence from bankruptcy, the Company (for itself and its affiliates, collectively, the “Sealed Air Parties”) and Grace (for itself and its affiliates, collectively, the “Grace Parties”) entered into a claims settlement agreement (the “Claims Settlement”) to resolve certain of the parties’ claims against one another arising under the Cryovac transaction agreements (the “Transaction Claims”). Under the Claims Settlement, the Sealed Air Parties released and waived Transaction Claims against the Grace Parties other than asbestos-related claims, Fresenius-related claims, environmental claims, insurance claims, mass tort claims, non-monetary tax sharing agreement claims, certain claims listed in annexes to proofs of claim filed by the Sealed Air Companies in connection with the Grace bankruptcy, claims relating to certain matters described in the PI Settlement Plan, certain executory contract claims relating to certain leased sites or sites that were divided as part of the Cryovac transaction, and certain indemnification claims. Under the Claims Settlement, the Grace Parties released and waived Transaction Claims against the Sealed Air Companies other than non-monetary tax sharing agreement claims, certain executory contract claims relating to certain leased sites or sites that were divided as part of the Cryovac transaction, and certain indemnification claims. The Claims Settlement also provides that the Sealed Air Parties and the Grace Parties will share equally all fees and expenses relating to certain litigation brought by former Cryovac employees. Except to the extent that a claim is specifically referenced, the Claims Settlement does not supersede or affect the obligations of the parties under the PI Settlement Plan or our Settlement agreement. | |||||
Environmental Matters | |||||
We are subject to loss contingencies resulting from environmental laws and regulations, and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be reasonably estimated. These accruals are not reduced by potential insurance recoveries, if any. We do not believe that it is reasonably possible that our liability in excess of the amounts that we have accrued for environmental matters will be material to our consolidated financial condition or results of operations. Environmental liabilities are reassessed whenever circumstances become better defined or remediation efforts and their costs can be better estimated. | |||||
We evaluate these liabilities periodically based on available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the methods and extent of remediation and the apportionment of costs among potentially responsible parties. As some of these issues are decided (the outcomes of which are subject to uncertainties) or new sites are assessed and costs can be reasonably estimated, we adjust the recorded accruals, as necessary. We believe that these exposures are not material to our consolidated financial condition or results of operations. We believe that we have adequately reserved for all probable and estimable environmental exposures. | |||||
Guarantees and Indemnification Obligations | |||||
We are a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of: | |||||
• | product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products will conform to specifications. We generally do not establish a liability for product warranty based on a percentage of sales or other formula. We accrue a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Both the liability and annual expense related to product warranties are immaterial to our consolidated financial position and results of operations; and | ||||
• | licenses of intellectual property by us to third parties in which we have agreed to indemnify the licensee against third party infringement claims. | ||||
Development Grant Matter | |||||
On May 25, 2010, one of our Italian subsidiaries received a demand from the Italian Ministry of Economic Development for the total repayment of grant monies paid to two of our former subsidiaries in the amount of €5 million. With accrued interest the total value of the demand currently stands at €10 million ($14 million equivalent at December 31, 2013). The grant monies had previously been certified as payable by the Italian authorities and the grant process was finalized and closed in 2006. We acquired the former subsidiaries in September 2001 as part of an acquisition. The substance of the repayment demand is that the former owners of the subsidiaries made fraudulent claims and used fraudulent documents to support their grant application prior to our acquisition. There is no suggestion that we or our Italian subsidiary were directly involved in the grant process, but as purchaser of the two companies, the Ministry is seeking repayment from our Italian subsidiary. Our Italian subsidiary submitted a total denial of liability in regard to this matter on June 30, 2010. A full hearing of the merits of the demand is scheduled for July 2014. At this interim stage of the proceedings we are not able to determine the eventual outcome of the case. Accordingly, we have not recorded a liability related to this matter. We do not expect this matter to be material to our full year consolidated financial condition or results of operations, however the amount may be material to an interim reporting period. | |||||
Other Principal Contractual Obligations | |||||
At December 31, 2013, we had other principal contractual obligations, which included agreements to purchase an estimated amount of goods, including raw materials, or services in the normal course of business, aggregating to approximately $434 million. The estimated future cash outlays are as follows: | |||||
Year | Amount | ||||
2014 | $ | 182.5 | |||
2015 | 106.9 | ||||
2016 | 72.7 | ||||
2017 | 42.2 | ||||
2018 | 13.3 | ||||
Thereafter | 16.7 | ||||
Total | $ | 434.3 | |||
Leases | |||||
We are obligated under the terms of various leases covering primarily warehouse and office facilities and production equipment, as well as smaller manufacturing sites that we occupy. We account for the majority of our leases as operating leases, which may include purchase or renewal options. At December 31, 2013, estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows: | |||||
Year | Amount | ||||
2014 | $ | 64.4 | |||
2015 | 46.7 | ||||
2016 | 30.6 | ||||
2017 | 18.8 | ||||
2018 | 11.1 | ||||
Thereafter | 23.3 | ||||
Total | $ | 194.9 | |||
Net rental expense was $79 million in 2013, $84 million in 2012 and $52 million in 2011. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||
Note 19 Stockholders’ Equity | |||||||||||||||||||||
Dividends | |||||||||||||||||||||
The following table shows our total cash dividends paid in the three years ended December 31: | |||||||||||||||||||||
Total Cash | Total Cash Dividends | ||||||||||||||||||||
Dividends Paid | Paid Per Common | ||||||||||||||||||||
Share | |||||||||||||||||||||
2011 | $ | 87.4 | $ | 0.52 | |||||||||||||||||
2012 | 100.9 | 0.52 | |||||||||||||||||||
2013 | 102 | 0.52 | |||||||||||||||||||
Total | $ | 290.3 | |||||||||||||||||||
On February 18, 2014, our Board of Directors declared a quarterly cash dividend of $0.13 per common share payable on March 21, 2014 to stockholders of record at the close of business on March 7, 2014. The estimated amount of this dividend payment is $26 million based on 196 million shares of our common stock issued and outstanding as of January 31, 2014. | |||||||||||||||||||||
The dividend payments discussed above are recorded as reductions to cash and cash equivalents and retained earnings on our consolidated balance sheets. Our credit facility and our notes contain covenants that restrict our ability to declare or pay dividends. However, we do not believe these covenants are likely to materially limit the future payment of quarterly cash dividends on our common stock. From time to time, we may consider other means of returning value to our stockholders based on our consolidated financial condition and results of operations. There is no guarantee that our Board of Directors will declare any further dividends. | |||||||||||||||||||||
Common Stock | |||||||||||||||||||||
The following is a summary of changes during the three years ended December 31, 2013 in shares of our common stock: | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Changes in common stock: | |||||||||||||||||||||
Number of shares, beginning of year | 204,660,621 | 202,528,616 | 169,272,636 | ||||||||||||||||||
Shares issued as part of the consideration for the Diversey acquisition | — | — | 31,699,946 | ||||||||||||||||||
Shares awarded for 2009 Two-Year PSU awards | — | — | 1,114,139 | ||||||||||||||||||
Shares awarded for 2009 Three-Year PSU awards | — | 1,155,018 | — | ||||||||||||||||||
Shares awarded for 2010 Three-year PSU awards | 472,865 | ||||||||||||||||||||
Restricted stock shares issued for new awards under the 2005 Contingent Stock Plan | 398,230 | 703,620 | 308,650 | ||||||||||||||||||
Shares granted and issued under the Directors Stock Plan | 25,993 | 37,824 | 18,630 | ||||||||||||||||||
Restricted stock shares issued for SLO awards | 51,321 | 135,343 | 24,515 | ||||||||||||||||||
Shares issued for vested restricted stock units | 98,550 | 100,200 | 90,100 | ||||||||||||||||||
Number of shares issued, end of year | 205,707,580 | 204,660,621 | 202,528,616 | ||||||||||||||||||
Changes in common stock in treasury: | |||||||||||||||||||||
Number of shares held, beginning of year | 10,102,952 | 10,466,431 | 9,967,129 | ||||||||||||||||||
Purchase of shares during the period | — | — | — | ||||||||||||||||||
Profit sharing contribution partially paid in stock | (857,754 | ) | (930,089 | ) | — | ||||||||||||||||
Restricted stock, withheld or forfeited | 263,710 | 566,610 | 499,302 | ||||||||||||||||||
Number of shares held, end of year | 9,508,908 | 10,102,952 | 10,466,431 | ||||||||||||||||||
Stock Appreciation Rights (“SARs”) | |||||||||||||||||||||
In connection with the acquisition of Diversey, Sealed Air exchanged Diversey’s cash-settled stock appreciation rights and stock options that were unvested as of May 31, 2011 and unexercised at October 3, 2011 into cash-settled stock appreciation rights based on Sealed Air common stock. At December 31, 2013, the weighted average remaining vesting life of outstanding SARs was less than one year. | |||||||||||||||||||||
Since these SARs are settled in cash, the amount of the related future expense will fluctuate based on the forfeiture activity and the changes in the assumptions used in a Black-Scholes valuation model which include Sealed Air’s stock price, risk-free interest rates, expected volatility and a dividend yield. In addition, once vested, the related expense will continue to fluctuate due to the changes in the assumptions used in the Black-Scholes valuation model for any SARs that are not exercised until their respective expiration dates, the last of which is currently in March 2021. | |||||||||||||||||||||
We recognized SARs expense of $38 million in the year ended December 31, 2013 related to SARs that were granted to Diversey employees who remained employees as of December 31, 2013. We recognized SARs expense of $18 million in the year ended December 31, 2012 related to SARs that were granted to Diversey employees who remained employees as of December 31, 2012. Cash payments due to the exercise of these SARs were $46 million in the year ended December 31, 2013 and $24 million in the year ended December 31, 2012. As of December 31, 2013, the remaining liability for these SARs was $34 million and is included in other current ($21 million) and non-current liabilities ($13 million) on our consolidated balance sheet. | |||||||||||||||||||||
In addition to the amounts discussed above, was the recognition of restructuring expense of $1 million in the year ended December 31, 2013 and $9 million in the year ended December 31, 2012 for SARs that were part of the termination and benefit costs for Diversey employees under the Integration & Optimization Program. This expense was included in restructuring and other charges on our consolidated statements of operations. Cash payments upon the exercise of these SARs were $2 million in the year ended December 31, 2013 and $19 million in the year ended December 31, 2012. The remaining liability for SARs included in the restructuring program was less than $1 million as of December 31, 2013. | |||||||||||||||||||||
2005 Contingent Stock Plan | |||||||||||||||||||||
The 2005 Contingent Stock Plan is our sole long-term equity compensation program for officers and employees. The 2005 Contingent Stock Plan provides for awards of equity-based compensation, including restricted stock, restricted stock units, performance share units and cash awards measured by share price, to our executive officers and other key employees, as well as U.S.-based key consultants. During the three years ended December 31, 2013, under the 2005 Contingent Stock Plan, we granted restricted stock, restricted stock units and cash awards, in addition to the SLO and PSU awards described below. An employee or consultant selected by the Organization and Compensation Committee of our Board of Directors to receive an award may accept the award during the period specified by us, provided the participant’s relationship to us has not changed. | |||||||||||||||||||||
Awards made under the 2005 Contingent Stock Plan are restricted as to disposition by the holders for a period of at least three years after award, except for SLO and PSU awards, which are described below. In the event of termination of employment of a participant before lapse of the restriction, the awards under the 2005 Contingent Stock Plan are forfeited on the date of termination unless (i) the termination results from the participant’s death or permanent and total disability, or (ii) the Compensation Committee affirmatively determines not to seek forfeiture of the award in whole or in part. The forfeiture provision of the 2005 Contingent Stock Plan expires upon vesting of the awards, except that these provisions of the 2005 Contingent Stock Plan lapse sooner upon certain terminations of employment following a change in control. | |||||||||||||||||||||
For both restricted stock awards and units, we record compensation expense in selling, general and administrative expenses on the consolidated statements of operations with a corresponding credit to additional paid-in capital within stockholders’ equity based on the fair value of our common stock at the award grant date. For cash awards, we record a liability that is reflected in other liabilities on the consolidated balance sheets and record compensation expense based on the fair value of the award at the end of each reporting period. The amount of the liability for cash awards is remeasured at each reporting period based on the then current stock price and the effects of the stock price changes are recognized as compensation expense. At December 31, 2013, the liability related to cash awards was $2.6 million. | |||||||||||||||||||||
Under our executive compensation program, we have the ability to grant to our executive officers and a small number of other key executives (1) stock leverage opportunity awards, known as SLO awards, as part of our annual incentive plan and (2) annual performance share unit awards, known as PSU awards, as part of our long term incentive program. Our executive officers and other key executives may also receive awards of restricted stock or restricted stock units from time to time. | |||||||||||||||||||||
The following tables show the details of the non-vested awards under the 2005 Contingent Stock Plan, excluding SLO and PSU awards: | |||||||||||||||||||||
Non-vested Restricted Stock Shares Awards | 2013 | Weighted-Average per | |||||||||||||||||||
Share Market Value | |||||||||||||||||||||
on Grant Date | |||||||||||||||||||||
Number of non-vested restricted stock shares, beginning of year | 1,386,830 | $ | 20.08 | ||||||||||||||||||
Restricted stock shares issued for new awards during the year | 398,230 | 27.12 | |||||||||||||||||||
Restricted stock shares vested during the year | (347,610 | ) | 21.97 | ||||||||||||||||||
Restricted stock shares forfeited during the year | (40,100 | ) | 21.43 | ||||||||||||||||||
Number of non-vested restricted stock shares, end of year | 1,397,350 | $ | 21.76 | ||||||||||||||||||
The non-vested restricted stock shares included above had a weighted-average remaining contractual life of approximately 1.6 years at December 31, 2013. | |||||||||||||||||||||
Non-vested Restricted Stock Units Awards | 2013 | Weighted-Average per | |||||||||||||||||||
Share Market Value | |||||||||||||||||||||
on Grant Date | |||||||||||||||||||||
Number of non-vested restricted stock units, beginning of year | 420,800 | $ | 20.23 | ||||||||||||||||||
Restricted stock units issued for new awards during the year | 187,595 | 27.94 | |||||||||||||||||||
Restricted stock units vested during the year | (98,550 | ) | 23.48 | ||||||||||||||||||
Restricted stock units forfeited during the year | (3,500 | ) | 18.17 | ||||||||||||||||||
Number of non-vested restricted stock units, end of year | 506,345 | $ | 22.92 | ||||||||||||||||||
The non-vested restricted stock units included above had a weighted-average remaining contractual life of approximately 1.7 years at December 31, 2013. | |||||||||||||||||||||
Non-vested Cash Awards | 2013 | ||||||||||||||||||||
Number of non-vested cash awards, beginning of year | 131,680 | ||||||||||||||||||||
Cash awards issued for new awards during the year | 58,348 | ||||||||||||||||||||
Cash awards vested during the year | (13,950 | ) | |||||||||||||||||||
Cash awards forfeited during the year | (5,230 | ) | |||||||||||||||||||
Number of non-vested cash awards, end of year | 170,848 | ||||||||||||||||||||
The non-vested cash awards included above had a weighted-average remaining contractual life of approximately 1.6 years at December 31, 2013. | |||||||||||||||||||||
The 2005 Contingent Stock Plan permits “minimum” withholding of taxes and other charges that may be required by law to be paid attributable to awards by withholding a portion of the shares attributable to such awards. | |||||||||||||||||||||
A summary of the changes in common shares available for awards under the 2005 Contingent Stock Plan follows: | |||||||||||||||||||||
2013(1) | 2012(1) | 2011(1) | |||||||||||||||||||
Number of shares available, beginning of year | 6,426,953 | 7,909,064 | 4,997,297 | ||||||||||||||||||
Additional restricted stock shares available due to 2011 amendment to the 2005 Contingent Stock Plan | — | — | 4,000,000 | ||||||||||||||||||
Restricted stock shares issued for new awards | (398,230 | ) | (703,620 | ) | (308,650 | ) | |||||||||||||||
Restricted stock units awarded | (187,595 | ) | (191,700 | ) | (133,650 | ) | |||||||||||||||
Restricted stock shares issued for SLO awards | (21,505 | ) | (3,788 | ) | (6,080 | ) | |||||||||||||||
Restricted stock units awarded for SLO awards | (51,033 | ) | (6,795 | ) | (28,516 | ) | |||||||||||||||
Shares issued for 2009 Two-year PSU awards | — | — | (1,114,139 | ) | |||||||||||||||||
Shares issued for 2009 Three-year PSU awards | — | (1,155,018 | ) | — | |||||||||||||||||
Shares issued for 2010 Three-year PSU awards | (472,865 | ) | — | — | |||||||||||||||||
Restricted stock shares forfeited | 40,100 | 41,700 | 41,400 | ||||||||||||||||||
Restricted stock units forfeited | 3,500 | 12,200 | 3,500 | ||||||||||||||||||
Shares withheld for taxes | 223,610 | 524,910 | 457,902 | ||||||||||||||||||
Number of shares available, end of year | 5,562,935 | 6,426,953 | 7,909,064 | ||||||||||||||||||
Weighted average per share market value of awards on grant date | $ | 27.2 | $ | 17.19 | $ | 24.93 | |||||||||||||||
(1) | The SLO and PSU awards are discussed below. | ||||||||||||||||||||
Directors Stock Plan | |||||||||||||||||||||
Non-cash compensation included on the consolidated statements of stockholders’ equity includes expense associated with shares issued to non-employee directors in the form of awards under our 2002 Stock Plan for Non-Employee Directors, which our stockholders approved at the 2002 annual meeting. In May 2011, our stockholders approved an amendment to the 2002 Directors Stock Plan increasing the number of shares of common stock reserved for issuance under the plan by 0.2 million shares to a total of 0.4 million shares. | |||||||||||||||||||||
The 2002 Directors Stock Plan provides for annual grants of shares to non-employee directors, and interim grants of shares to eligible directors elected at times other than at an annual meeting, as all or part of the annual or interim retainer fees for non-employee directors. During 2002, we adopted a plan that permits non-employee directors to elect to defer all or part of their annual retainer until the non-employee director retires from the Board of Directors. The non-employee director can elect to defer the portion of the annual retainer payable in shares of stock. If a non-employee director makes this election, the non-employee director may also elect to defer the portion, if any, of the annual retainer payable in cash. Cash dividends on deferred shares are credited to the non-employee director’s deferred cash account on the applicable dividend payment date. We record the excess of fair value over the price at which shares are issued under this plan in selling, general and administrative expenses on the consolidated statements of operations, and this expense was $1 million in 2013, $1 million in 2012 and $0.7 million in 2011. | |||||||||||||||||||||
A summary of the changes in shares available for the 2002 Directors Stock Plan follows: | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Number of shares available, beginning of year | 161,399 | 223,156 | 49,548 | ||||||||||||||||||
Additional shares available due to 2011 amendment to the Directors Stock Plan | — | — | 200,000 | ||||||||||||||||||
Shares granted and issued | (25,993 | ) | (37,824 | ) | (18,630 | ) | |||||||||||||||
Shares granted and deferred | (21,642 | ) | (23,933 | ) | (7,762 | ) | |||||||||||||||
Number of shares available, end of year | 113,764 | 161,399 | 223,156 | ||||||||||||||||||
Weighted average per share market value of stock on grant date | $ | 23.62 | $ | 16.26 | $ | 25.77 | |||||||||||||||
Other Common Stock Issuances | |||||||||||||||||||||
We have historically issued shares of our common stock under our 2005 Contingent Stock Plan to selected U.S.-based consultants as compensation under consulting agreements for research and development projects. We record the cost associated with these issuances on a straight-line basis based on each of the issuances’ vesting schedule. Amortization expense related to these issuances was immaterial in each of the three years ended December 31, 2013. | |||||||||||||||||||||
Share-based Incentive Compensation | |||||||||||||||||||||
We record share-based incentive compensation expense in selling, general and administrative expenses on our consolidated statements of operations with a corresponding credit to additional paid-in capital within stockholders’ equity based on the fair value of the share-based incentive compensation awards at the date of grant. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the program. For the various PSU awards programs described below, the cumulative amount accrued to date is adjusted up or down to the extent the expected performance against the targets has improved or worsened. | |||||||||||||||||||||
These share-based incentive compensation programs are described in more detail below. | |||||||||||||||||||||
The table below shows our total share-based incentive compensation expense: | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
2013 Three-year PSU Awards | $ | 4.4 | $ | — | $ | — | |||||||||||||||
2013 WVH Incentive Compensation(1) | 2.5 | — | — | ||||||||||||||||||
2012 Three-year PSU Awards | 2.4 | 1.9 | — | ||||||||||||||||||
2012 President & COO Four-year Incentive Compensation(2) | 0.6 | 0.2 | — | ||||||||||||||||||
2011 Three-year PSU Awards | (1.2 | ) | 1.7 | 3 | |||||||||||||||||
2010 Three-year PSU Awards | 0.1 | 0.9 | 6 | ||||||||||||||||||
2009 Two-year PSU Awards | — | — | (0.7 | ) | |||||||||||||||||
2009 Three-year PSU Awards | — | — | 7.4 | ||||||||||||||||||
SLO Awards | 2.8 | 0.7 | 0.3 | ||||||||||||||||||
Other long-term share-based incentive compensation programs | 12.5 | 11.5 | 9 | ||||||||||||||||||
Total share-based incentive compensation expense(3) | $ | 24.1 | $ | 16.9 | $ | 25 | |||||||||||||||
Associated tax benefits recognized | $ | 7.8 | $ | 6.2 | $ | 9.3 | |||||||||||||||
(1) | On February 28, 2013, the Organization and Compensation Committee of our Board of Directors (“O&C Committee”) approved a change in the vesting policy regarding the existing 2011 Three-year PSU awards, and the newly granted 2013 three-year PSU awards, for William V. Hickey, our former Chairman and Chief Executive Officer. The approved change will result in the full vesting of the awards, rather than a pro-rata portion vesting as of the date of his retirement (May 16, 2013). Mr. Hickey’s awards will still be subject to the performance metrics stipulated in the plan documents, and will be paid-out in accordance with the original planned timing. As a result of these approved changes, the expense related to these awards was accelerated and recognized over the applicable service period up until the date of his retirement. We recognized share-based compensation expense related to these awards of $2.5 million in the year ended December 31, 2013. | ||||||||||||||||||||
(2) | The amount includes only the two initial equity awards. See below for further detail. | ||||||||||||||||||||
(3) | The amounts do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation. | ||||||||||||||||||||
The following table shows the estimated amount of total share-based incentive compensation expense expected to be recognized on a straight-line basis over the remaining respective vesting periods by program at December 31, 2013: | |||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | Total | |||||||||||||||||
2013 Three-year PSU Awards | $ | 4 | $ | 4 | $ | — | $ | — | $ | 8 | |||||||||||
2012 Three-year PSU Awards | 1.7 | — | — | — | 1.7 | ||||||||||||||||
2012 President & COO Four-year Incentive Compensation | 0.4 | 0.3 | 0.2 | — | 0.9 | ||||||||||||||||
SLO Awards | 0.7 | — | — | — | 0.7 | ||||||||||||||||
Other long-term share-based incentive compensation programs | 12.5 | 8 | 3.5 | 0.2 | 24.2 | ||||||||||||||||
Total share-based incentive compensation expense (1) | $ | 19.3 | $ | 12.3 | $ | 3.7 | $ | 0.2 | $ | 35.5 | |||||||||||
(1) | The amounts do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation. | ||||||||||||||||||||
The discussion that follows provides further details of our share-based incentive compensation programs. | |||||||||||||||||||||
PSU Awards | |||||||||||||||||||||
As part of our long term incentive program adopted in 2008, during the first 90 days of each year, the Organization and Compensation Committee of our Board of Directors, or Compensation Committee, has approved PSU awards for our executive officers and other selected key executives, which include for each officer or executive a target number of shares of common stock and performance goals and measures that will determine the percentage of the target award that is earned following the end of the performance period. Following the end of the performance period, participants will also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. As of December 31, 2013, we have accrued $1 million for these dividends in other current liabilities on our consolidated balance sheet. | |||||||||||||||||||||
2013 Three-year PSU Awards | |||||||||||||||||||||
In March 2013, the Compensation Committee approved awards with a three-year performance period beginning January 1, 2013 to December 31, 2015 for the named executives. The Compensation Committee established principal performance goals, which are (1) total shareholder return (TSR) weighted at 35%, and (2) 2015 consolidated adjusted EBITDA margin weighted at 65%. | |||||||||||||||||||||
The targeted number of shares of common stock that can be earned is 536,771 shares for these 2013 PSU awards. The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares depending on the level of achievement of the performance goals and measures. | |||||||||||||||||||||
The expense included in the tables above was calculated using a grant date common stock share price of $18.97 per share for the awards granted on February 14, 2013 ($22.21 for the awards granted on February 28, 2013) for the 2015 consolidated adjusted EBITDA margin (these are considered performance conditions) and the Monte Carlo valuation of $25.19 per share for the awards granted on February 14, 2013 ($34.05 for the awards granted on February 28, 2013) for the TSR goal (this is considered a market condition). The expense calculation is based on management’s estimate as of December 31, 2013 of the level of probable achievement of the performance goals and measures, which was determined to be at the target level, or 100% achievement (348,901 shares, net of forfeitures), for the 2015 consolidated adjusted EBITDA margin goal. The TSR portion of the plan is expensed at 100% (187,870 shares, net of forfeitures) of the grant date fair value as required by U.S. GAAP. | |||||||||||||||||||||
2012 Three-year PSU Awards | |||||||||||||||||||||
In March 2012, the Compensation Committee approved awards with a three-year performance period beginning January 1, 2012 for the named executive officers and for other officers and key executives. The Compensation Committee established principal performance goals, which are (1) three-year average return on invested capital (“ROIC”) weighted at 50%, (2) constant dollar growth of net trade sales weighted at 25% and (3) relative total shareholder return (“TSR”) weighted at 25%. An additional goal is a 2014 safety result of a total recordable incident rate (a workplace safety indicator) (“TRIR”) of 0.90 or better, excluding facilities acquired during the performance period. | |||||||||||||||||||||
The targeted number of shares of common stock that can be earned is 440,582 shares for these 2012 PSU awards (300,427 shares granted on March 27, 2012 and 140,155 shares granted to Jerome A. Peribere on September 1, 2012, as discussed below). The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares depending on the level of achievement of the performance goals and measures, plus or minus 44,058 additional shares at the discretion of the Compensation Committee. These performance goals are outlined in further detail in the Proxy Statement for our 2012 Annual Meeting of Stockholders. | |||||||||||||||||||||
The expense included in the tables above was calculated using a grant date common stock share price of $19.72 per share for the awards granted on March 27, 2012 ($14.27 for the award granted on September 1, 2012) for the three year average ROIC goal and net trade sales goal (these are considered performance conditions) and the Monte Carlo valuation of $23.40 per share for the awards granted on March 27, 2012 ($12.57 for the award granted on September 1, 2012) for the TSR goal (this is considered a market condition). The expense calculation is based on management’s estimate as of December 31, 2013 of the level of probable achievement of the performance goals and measures, which was determined to be below the target level, or 92% achievement (202,668 shares, net of forfeitures), for the ROIC goal and below the threshold for minimum payment, or 0% achievement (0 shares), for the net trade sales growth goal. The TSR portion of the plan is expensed at 100% (110,145 shares, net of forfeitures) of the grant date fair value as required by U.S. GAAP. | |||||||||||||||||||||
2011 Three-year PSU Awards | |||||||||||||||||||||
In March 2011, the Compensation Committee approved awards with a three-year performance period beginning January 1, 2011. The Compensation Committee established principal performance goals, which are (1) three-year cumulative volume growth of net trade sales and (2) three-year average ROIC. These performance goals are outlined in further detail in the Proxy Statement for our 2011 Annual Meeting of Stockholders. The targeted number of shares of common stock that can be earned is 316,030 shares for these 2011 PSU awards. If the threshold level is achieved for either of the two performance goals, then the number of shares earned for each participant can be increased (if the additional goal mentioned below is achieved) or decreased (if the additional goal mentioned below is not achieved) by up to 10% of the target level at the discretion of the Compensation Committee, or an aggregate of 31,603 shares for all participants. The additional goal is a 2013 safety result of a TRIR (a workplace safety indicator) of 1.20 or better, excluding facilities acquired during the performance period. | |||||||||||||||||||||
The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares depending on the level of achievement of the performance goals and measures, plus or minus the 31,603 additional discretionary shares mentioned above. | |||||||||||||||||||||
The expense included in the table above was calculated using a grant date common stock share price of $26.18 per share on March 11, 2011 and is based on management’s estimate as of December 31, 2013 of the level of probable achievement of the performance goals, which was determined to be below the target level, or 84% achievement (132,733 shares, net of forfeitures), for the ROIC goal and below the threshold for minimum payment, or 0% achievement (0 shares), for the volume goal. | |||||||||||||||||||||
2010 Three-year PSU Awards | |||||||||||||||||||||
In February 2013, we issued 472,865 shares of common stock for the 2010 three-year PSU awards. These awards were based on the achievement of the performance goals above the target level, or 116.5% achievement, in the three-year performance period of 2010 through 2012. We concurrently acquired 172,204 of these shares of common stock as withholding from employees to satisfy their minimum tax withholding obligations, as provided for in our 2005 contingent stock plan above. | |||||||||||||||||||||
2009 Three-year PSU Awards | |||||||||||||||||||||
In February 2012, we issued 1,155,018 shares of common stock for the 2009 three-year PSU awards. These awards were based on the achievement of the performance goals at the maximum level, or 200% achievement, in the three-year performance period of 2009 through 2011. We concurrently acquired 414,210 of these shares of common stock as withholding from employees to satisfy their minimum tax withholding obligations, as provided for in our 2005 Contingent Stock Plan. These acquired shares are held in common stock in treasury at a fair market value of $9 million. | |||||||||||||||||||||
2009 Two-year PSU Awards | |||||||||||||||||||||
In February 2011, we issued 1,114,139 shares of common stock for the 2009 two-year PSU awards. These awards were based on the achievement of the performance goals at the maximum level, or 200% achievement, in the two-year performance period of 2009 through 2010. We concurrently acquired 408,751 of these shares of common stock as withholding from employees to satisfy their minimum tax withholding obligations, as provided for in our 2005 contingent stock plan. These acquired shares are held in common stock in treasury at a fair market value on the date acquired of $12 million. | |||||||||||||||||||||
2012 President and Chief Operating Officer (COO) Four-year Incentive Compensation | |||||||||||||||||||||
On September 1, 2012, Jerome A. Peribere started with the Company as President and Chief Operating Officer. Under the terms of his agreement, he was granted equity awards which included the following: (1) initial equity awards under the Company’s 2005 Contingent Stock Plan, which included two awards of performance share units under which he could earn up to 350,000 shares of common stock based on the Company’s performance, (2) restricted stock under the Company’s 2005 Contingent Stock Plan of which 50,000 shares were issued on his start date and 25,000 shares were issued on September 1, 2013 his first anniversary of his start date and (3) an award under the Company’s 2012 Three-year PSU Award with a target award of 140,155 units. The awards are described in further detail in Mr. Peribere’s employment agreement filed with the SEC as an exhibit with the Company’s Current Report on Form 8-K dated August 27, 2012. | |||||||||||||||||||||
For the awards (excluding the portions of the PSU awards related to the TSR goal) that are discussed above, the estimated amount of future share-based incentive compensation expense will fluctuate based on: (1) the expected level of achievement of the respective goals and measures considered probable in future quarters, which impacts the number of shares that could be issued; and (2) the future price of our common stock, which impacts the expense related to additional discretionary shares. Since the TSR metric is considered a market condition, the portion of the compensation expense related to the TSR metric will be recognized regardless of whether the market condition is satisfied provided that the requisite service has been provided. | |||||||||||||||||||||
Stock Leverage Opportunity Awards | |||||||||||||||||||||
Before the start of each performance year, each of our executive officers and other selected key executives is eligible to elect to receive all or a portion of his or her annual cash bonus for that year, in increments of 25% of the annual bonus, as an award of restricted stock or restricted stock units under the 2005 contingent stock plan in lieu of cash. The portion provided as an equity award may be given a premium to be determined by the Compensation Committee each year and will be rounded up to the nearest whole share. The stock price used in the calculation of the number of shares will be the closing sale price of our common stock on the New York Stock Exchange on the first trading day of the performance year. The award will be granted following the end of the performance year and after determination by the Compensation Committee of the amount of the annual bonus award for each executive officer and other selected key executive who has elected to take all or a portion of his or her annual bonus as an equity award, but no later than the March 15 following the end of the performance year. | |||||||||||||||||||||
The equity award will be made in the form of an award of restricted stock or restricted stock units that will vest on the second anniversary of the grant date or earlier in the event of death, disability or retirement from employment with us, and the shares subject to the award will not be transferable by the recipient until the later of vesting or the second anniversary of the grant date. If the recipient ceases to be employed by us before vesting, then the shares will be forfeited, except for certain circumstances following a change in control. The award will be made in the form of restricted stock unless the award would be taxable to the recipient before the shares become transferable by the recipient, in which case the award will be made in the form of restricted stock units. Recipients who hold SLO awards in the form of restricted stock receive dividends. Recipients who hold SLO awards in the form of restricted stock units receive a cash payment in the amount of the dividends (without interest) on the shares they have earned at about the same time that shares are issued to them following the period of restriction. As of December 31, 2013, we have accrued for these dividends in other current liabilities on our consolidated balance sheet and the amount was immaterial. | |||||||||||||||||||||
The Compensation Committee set the SLO award premium at 25% for the years ending December 31, 2013 and 2012. The 2013 SLO target awards comprise an aggregate of 103,437 restricted stock shares and restricted stock units as of December 31, 2013. The 2012 SLO awards that were issued on March 13, 2013 comprised an aggregate of 72,538 restricted stock shares and restricted stock units. | |||||||||||||||||||||
We record compensation expense for these awards in selling, general and administrative expenses on the consolidated statements of operations with a corresponding credit to additional paid-in capital within stockholders’ equity, based on the fair value of the awards at the end of each reporting period, which reflects the effects of stock price changes. | |||||||||||||||||||||
For the years ended December 31, 2013, 2012 and 2011, compensation expense related to the SLO awards was recognized based on the extent to which the performance goals and measures for our 2013, 2012 and 2011 annual cash bonuses were considered probable of achievement at each respective year end. The expense is recognized over a fifteen month period on a straight-line basis since a majority of the awards will vest at grant date, which will be no later than March 15, 2014, 2013 and 2012, respectively, due to the retirement eligibility provision. |
Other_Expense_net
Other Expense, net | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Other Income And Expenses [Abstract] | ' | ||||||||||||
Other Expense, net | ' | ||||||||||||
Note 20 Other Expense, net | |||||||||||||
The following table provides details of other expense, net: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Interest and dividend income | $ | 11 | $ | 12 | $ | 9 | |||||||
Net foreign exchange transaction losses | (10.5 | ) | (13.4 | ) | (20.2 | ) | |||||||
Bank fee expense | (6.8 | ) | (5.2 | ) | (4.0 | ) | |||||||
Settlement agreement and related costs | (1.0 | ) | (0.7 | ) | (0.9 | ) | |||||||
Noncontrolling interests | 0.9 | 2.6 | 3.2 | ||||||||||
Costs associated with our accounts receivable securitization program | (0.7 | ) | (0.7 | ) | (0.7 | ) | |||||||
Gain on sale of a North American facility | — | — | 3.9 | ||||||||||
Other, net | (4.8 | ) | (4.0 | ) | (4.8 | ) | |||||||
Other expense, net | $ | (11.9 | ) | $ | (9.4 | ) | $ | (14.5 | ) | ||||
Impairment of Equity Method Investment | |||||||||||||
2013 | |||||||||||||
In 2013, we recognized an impairment of $2 million in connection with an equity method investment included in Other. This investment was not material to our consolidated financial position or results of operations. | |||||||||||||
2012 | |||||||||||||
In September 2007, we established a joint venture that supports our Food Care segment. We account for the joint venture under the equity method of accounting with our proportionate share of net income or losses included in other expense, net, on the consolidated statements of operations. | |||||||||||||
During the first half of 2012, the joint venture performed below expectations, resulting in reduced cash flow and increasing debt obligations. Due to these events, we evaluated our equity method investment for impairment. During the three months ended June 30, 2012, based on reviewing undiscounted cash flow information, we determined that the fair value of our investment was less than its carrying value and that this impairment was other-than-temporary. | |||||||||||||
In connection with the establishment of the joint venture in 2007, we issued a guarantee in support of an uncommitted credit facility agreement that was entered into by the joint venture. Under the terms of the guarantee, if the joint venture were to default under the terms of the credit facility, the lender would be entitled to seek payment of the amounts due under the credit facility from us. However, as a result of the impairment, we have included the guarantee liability in other current liabilities on the consolidated balance sheets as of December 31, 2013 and 2012 as we believe it is probable that we will need to perform under this guarantee. As of December 31, 2013, the joint venture has performed its obligations under the terms of the credit facility and the debt holders have not requested that we perform under the terms of the guarantee. | |||||||||||||
As a result, in the second quarter of 2012 we recognized other-than-temporary impairment of $26 million ($18 million, net of taxes, or $0.09 per diluted share). This impairment consisted of the recognition of a current liability for the guarantee of the uncommitted credit facility mentioned above of $20 million and a $4 million write-down of the carrying value of the investment to zero at June 30, 2012. We also recorded provisions for bad debt on receivables due from the joint venture to the Company of $2 million, which is included in selling, general and administrative expenses. We have no additional obligations to support the operations of the joint venture in the future. The impairment and related provision for bad debt on receivables are considered special items and excluded from our Adjusted EBITDA results. |
Net_Earnings_Loss_per_Common_S
Net Earnings (Loss) per Common Share | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Net Earnings (Loss) per Common Share | ' | ||||||||||||
Note 21 Net Earnings (Loss) per Common Share | |||||||||||||
The following table sets forth the calculation of basic and diluted net earnings (loss) per common share under the two-class method for the three years ended December 31, 2013 in millions, except per share data: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Basic Net Earnings (Loss) Per Common Share: | |||||||||||||
Numerator | |||||||||||||
Net earnings (loss) available to common stockholders | $ | 124.2 | $ | (1,410.3 | ) | $ | 149.1 | ||||||
Distributed and allocated undistributed net earnings (loss) to non-vested restricted stockholders | (0.6 | ) | (0.5 | ) | (0.9 | ) | |||||||
Distributed and allocated undistributed net earnings (loss) to common stockholders | 123.6 | (1,410.8 | ) | 148.2 | |||||||||
Distributed net earnings — dividends paid to common stockholders | (101.3 | ) | (100.4 | ) | (86.8 | ) | |||||||
Allocation of undistributed net earnings (loss) to common stockholders | $ | 22.3 | $ | (1,511.2 | ) | $ | 61.4 | ||||||
Denominator | |||||||||||||
Weighted average number of common shares outstanding — basic | 194.6 | 192.8 | 167 | ||||||||||
Basic net earnings (loss) per common share: | |||||||||||||
Distributed net earnings (loss) to common stockholders | $ | 0.52 | $ | 0.52 | $ | 0.52 | |||||||
Allocated undistributed net earnings (loss) to common stockholders | 0.12 | (7.83 | ) | 0.37 | |||||||||
Basic net earnings (loss) per common share: | $ | 0.64 | $ | (7.31 | ) | $ | 0.89 | ||||||
Diluted Net Earnings (Loss) Per Common Share: | |||||||||||||
Numerator | |||||||||||||
Distributed and allocated undistributed net earnings (loss) to common stockholders | $ | 123.6 | $ | (1,410.8 | ) | $ | 148.2 | ||||||
Add: Allocated undistributed net earnings (loss) to non-vested restricted stockholders | 0.1 | — | 0.4 | ||||||||||
Less: Undistributed net earnings (loss) reallocated to non-vested restricted stockholders | (0.1 | ) | — | (0.3 | ) | ||||||||
Net earnings (loss) available to common stockholders — diluted | $ | 123.6 | $ | (1,410.8 | ) | $ | 148.3 | ||||||
Denominator(1) | |||||||||||||
Weighted average number of common shares outstanding — basic | 194.6 | 192.8 | 167 | ||||||||||
Effect of assumed issuance of Settlement agreement shares | 18 | — | 18 | ||||||||||
Effect of non-vested restricted stock units | 0.9 | — | 0.4 | ||||||||||
Weighted average number of common shares outstanding — diluted | 213.5 | 192.8 | 185.4 | ||||||||||
Diluted net earnings (loss) per common share | $ | 0.58 | $ | (7.31 | ) | $ | 0.8 | ||||||
(1) | Provides for the following items if their inclusion is dilutive: (i) the effect of assumed issuance of 18 million shares of common stock reserved for the Settlement agreement as defined and (ii) the effect of non-vested restricted stock and restricted stock units using the treasury stock method. In calculating diluted net (loss) earnings per common share for 2012, our diluted weighted average number of common shares outstanding excludes the effect of the items mentioned above as the effect was anti-dilutive. | ||||||||||||
PSU Awards | |||||||||||||
Since the PSU awards discussed in Note 19, “Stockholders’ Equity,” are contingently issuable shares that are based on a condition other than earnings or market price, these shares will be included in the diluted weighted average number of common shares outstanding when they have met the performance conditions as of these dates and when their effect is dilutive. Certain shares related to the PSU awards were included in the diluted weighted average number of common shares outstanding for the year ended December 31, 2011 because the target levels of their respective performance conditions were met as of December 31, 2011. Shares related to the PSU awards were not included in the diluted weighted average number of common shares outstanding for the year ended December 31, 2012 because the effect was anti-dilutive. Shares related to the PSU awards were not included in the diluted weighted average number of common shares outstanding for the year ended December 31, 2013 because the target levels of their respective performance conditions were not met as of December 31, 2013. | |||||||||||||
SLO Awards | |||||||||||||
The shares or units associated with the 2013 SLO awards are considered contingently issuable shares and therefore are not included in the basic or diluted weighted average number of common shares outstanding for the year ended December 31, 2013. These shares or units, discussed in Note 19, “Stockholders’ Equity,” will not be included in the common shares outstanding until the final determination of the amount of annual incentive compensation is made in the first quarter of 2014. Once this determination is made, the shares or units will be included in the basic weighted average number of common shares outstanding if the employee is retirement eligible or in the diluted weighted average number of common shares outstanding regardless of whether the employee is retirement eligible if the impact to diluted net earnings per common share is dilutive. The numbers of shares or units associated with SLO awards for the years ended December 31, 2013, 2012 and 2011 were nominal and, for the years ended December 31, 2012, have not been included in the diluted weighted average number of common shares outstanding as the effect was anti-dilutive. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 22 Subsequent Events | |
Settlement agreement | |
On February 3, 2014, the remaining conditions to the effectiveness of the Pl Settlement Plan and the Settlement agreement were satisfied or waived by the relevant parties and the PI Settlement Plan became effective with Grace emerging from bankruptcy (the “Effective Date”). Pursuant to the Settlement agreement and the PI Settlement Plan, on the Effective Date, Cryovac paid cash consideration, consisting of cash payments in the aggregate amount of $930 million, to the WRG Asbestos PI Trust and the WRG Asbestos PD Trust and transferred the Settlement Shares (described below) to the WRG Asbestos PI Trust, in each case reflecting adjustments made in accordance with the Settlement agreement. To fund the cash payment, we used $555 million of cash and cash equivalents and utilized borrowings of $260 million from our revolving credit facility and $115 million from our accounts receivable securitization programs. | |
In connection with the issuance of the Settlement Shares and their transfer to the WRG Asbestos PI Trust by Cryovac, the Company entered into a Registration Rights Agreement, dated as of February 3, 2014 (the “Registration Rights Agreement”), with the WRG Asbestos PI Trust as initial holder of the Settlement Shares. Under the Registration Rights Agreement, the Company will be required to use reasonable best efforts to prepare and file with the SEC a shelf registration statement covering resales of the Settlement Shares on or prior to 60 days after February 3, 2014, and to use reasonable best efforts to cause such shelf registration statement to be declared effective by the SEC as soon as reasonably practicable. | |
12% Senior Notes | |
On February 14, 2014, we repaid our 12% Senior Notes on their maturity date using cash on hand and committed liquidity. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies and Recently Issued Accounting Standards (Policies) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
Basis of Presentation | ' | |||
Basis of Presentation | ||||
Our consolidated financial statements include all of the accounts of the Company and our subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. All amounts are in millions, except per share amounts, and approximate due to rounding. Some prior period amounts have been reclassified to conform to the current year presentation. These reclassifications, individually and in the aggregate, had no impact on our consolidated financial condition, results of operations and cash flows. | ||||
The consolidated financial statements and information included in this Annual Report on Form 10-K (“Form 10-K”) include the financial results of Diversey for the periods beginning October 3, 2011 (date of acquisition). All results prior to October 3, 2011 include historical Sealed Air results only. The financial results included in this Form 10-K related to the acquisition method accounting for the Diversey transaction have been finalized. See Note 4, “Acquisition of Diversey Holdings, Inc.,” for further information about the acquisition and related transactions and the acquisition accounting. | ||||
On December 6, 2013, we completed the sale of our rigid medical packaging business. The operating results for the rigid medical packaging business were reclassified to discontinued operations, net of tax, on the consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011, and the assets and liabilities of the rigid medical packaging business were reclassified to assets and liabilities held for sale as of December 31, 2012. On November 14, 2012, we completed the sale of Diversey G.K. (“Diversey Japan”) (an indirect subsidiary of Diversey, Inc.). The operating results for Diversey Japan were reclassified to discontinued operations, net of tax, on the consolidated statements of operations for the years ended December 31, 2012 and 2011. Prior year disclosures in the Consolidated Statement of Cash Flows and the Notes to Consolidated Financial Statements have been revised accordingly. See Note 3, “Divestitures,” for further information. | ||||
During the first quarter of 2013, we identified a misclassification in our December 31, 2012 consolidated balance sheet included in our 2012 Annual Report on Form 10-K. This misclassification, which was corrected on our December 31, 2012 condensed consolidated balance sheet included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, decreased our non-current deferred tax assets and non-current deferred tax liabilities by $105.5 million, decreasing our non-current deferred tax assets from $255.8 million to $150.3 million and decreasing our non-current deferred tax liabilities from $472.5 million to $367.0 million. This misclassification had no impact on our net deferred tax asset balance as of December 31, 2012 and it did not impact our consolidated statements of operations or cash flows. Accordingly, we do not consider this correction to be material to our consolidated financial condition or results of operations. | ||||
Use of Estimates | ' | |||
Use of Estimates | ||||
The preparation of our consolidated financial statements and related disclosures in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including amounts recorded in connection with the acquisition of Diversey, the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the period reported. These estimates include, among other items, assessing the collectability of receivables, the use and recoverability of inventory, the estimation of fair value of financial instruments, assumptions used in the calculation of income taxes, useful lives and recoverability of tangible and goodwill and other intangible assets, assumptions used in our defined benefit pension plans, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, costs for incentive compensation and accruals for commitments and contingencies. We review these estimates and assumptions periodically using historical experience and other factors and reflect the effects of any revisions in the consolidated financial statements in the period we determine any revisions to be necessary. Actual results could differ from these estimates. | ||||
Financial Instruments | ' | |||
Financial Instruments | ||||
We may use financial instruments, such as cross currency swaps, interest rate swaps, caps and collars, U.S. Treasury lock agreements and foreign currency exchange forward contracts and options relating to our borrowing and trade activities. We may use these financial instruments from time to time to manage our exposure to fluctuations in interest rates and foreign currency exchange rates. We do not purchase, hold or sell derivative financial instruments for trading purposes. We face credit risk if the counterparties to these transactions are unable to perform their obligations. Our policy is to have counterparties to these contracts that are rated at least BBB- by Standard & Poor’s and Baa3 by Moody’s. | ||||
We report derivative instruments at fair value and establish criteria for designation and effectiveness of transactions entered into for hedging purposes. Before entering into any derivative transaction, we identify our specific financial risk, the appropriate hedging instrument to use to reduce this risk, and the correlation between the financial risk and the hedging instrument. We use purchase orders and historical data as the basis for determining the anticipated values of the transactions to be hedged. We do not enter into derivative transactions that do not have a high correlation with the underlying financial risk we are trying to reduce. We regularly review our hedge positions and the correlation between the transaction risks and the hedging instruments. | ||||
We account for derivative instruments as hedges of the related underlying risks if we designate these derivative instruments as hedges and the derivative instruments are effective as hedges of recognized assets or liabilities, forecasted transactions, unrecognized firm commitments or forecasted intercompany transactions. | ||||
We record gains and losses on derivatives qualifying as cash flow hedges in other comprehensive income, to the extent that hedges are effective and until the underlying transactions are recognized in the consolidated statements of operations, at which time we recognize the gains and losses in the consolidated statements of operations. We recognize gains and losses on qualifying fair value hedges and the related loss or gain on the hedged item attributable to the hedged risk in the consolidated statements of operations. | ||||
Generally, our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring. Any deferred gains or losses associated with derivative instruments are recognized on the consolidated statements of operations over the period in which the income or expense on the underlying hedged transaction is recognized. | ||||
See Note 13, “Derivatives and Hedging Activities,” for further details. | ||||
Fair Value Measurements of Financial Instruments | ' | |||
Fair Value Measurements of Financial Instruments | ||||
In determining fair value of financial instruments, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. We determine fair value of our financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: | ||||
• | Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | |||
• | Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | |||
• | Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | |||
Our fair value measurements for our financial instruments are subjective and involve uncertainties and matters of significant judgment. Changes in assumptions could significantly affect our estimates. See Note 14, “Fair Value Measurements and Other Financial Instruments,” for further details on our fair value measurements. | ||||
Foreign Currency Translation | ' | |||
Foreign Currency Translation | ||||
In non-U.S. locations that are not considered highly inflationary, we translate the balance sheets at the end of period exchange rates with translation adjustments accumulated in stockholders’ equity on our consolidated balance sheets. We translate the statements of operations at the average exchange rates during the applicable period. | ||||
We translate assets and liabilities of our operations in countries with highly inflationary economies at the end of period exchange rates, except that nonmonetary asset and liability amounts are translated at historical exchange rates. In countries with highly inflationary economies, we translate items reflected in the statements of operations at average rates of exchange prevailing during the period, except that nonmonetary amounts are translated at historical exchange rates. | ||||
Commitments and Contingencies - Litigation | ' | |||
Commitments and Contingencies — Litigation | ||||
On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of these actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of these matters and whether a reasonable estimation of the probable loss, if any, can be made. In assessing probable losses, we make estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that disputed matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made. We expense legal costs, including those legal costs expected to be incurred in connection with a loss contingency, as incurred. | ||||
Revenue Recognition | ' | |||
Revenue Recognition | ||||
Our revenue earning activities primarily involve manufacturing and selling products, and we consider revenues to be earned when we have completed the process by which we are entitled to receive consideration. The following criteria are used for revenue recognition: persuasive evidence that an arrangement exists, shipment has occurred, selling price is fixed or determinable, and collection is reasonably assured. | ||||
Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales on the consolidated statements of operations. | ||||
Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments impact the amount of net sales recognized by us in the period of adjustment. Charges for rebates and other allowances were approximately 9% of gross sales in 2013 and 2012 and 6% of gross sales in 2011. Charges for rebates and other allowances as a percentage of gross sales increased in 2012 as compared with 2011, primarily due to the incremental impact of rebates and other allowances associated with the acquired Diversey business in the fourth quarter of 2011. We expect 2014 rebates and other allowances to be approximately the same percentage of gross sales as in 2013. | ||||
Research and Development | ' | |||
Research and Development | ||||
We expense research and development costs as incurred. Research and development costs were $133 million in 2013, $135 million in 2012 and $105 million in 2011. | ||||
Share-Based Incentive Compensation | ' | |||
Share-Based Incentive Compensation | ||||
Our primary share-based employee incentive compensation program is the 2005 Contingent Stock Plan. See Note 19, “Stockholders’ Equity,” for further information on this plan. | ||||
We record share-based compensation awards exchanged for employee services at fair value on the date of grant and record the expense for these awards in selling, general and administrative expense on our consolidated statements of operations over the requisite employee service period. Share-based incentive compensation expense includes an estimate for forfeitures and anticipated achievement levels and is generally recognized over the expected term of the award on a straight-line basis. | ||||
Environmental Expenditures | ' | |||
Environmental Expenditures | ||||
We expense or capitalize environmental expenditures that relate to ongoing business activities, as appropriate. We expense costs that relate to an existing condition caused by past operations and which do not contribute to current or future net sales. We record liabilities when we determine that environmental assessments or remediation expenditures are probable and that we can reasonably estimate the associated cost or a range of costs. | ||||
Income Taxes | ' | |||
Income Taxes | ||||
We file a consolidated U.S. federal income tax return. Our non-U.S. subsidiaries file income tax returns in their respective local jurisdictions. We provide for U.S. income taxes on those portions of our foreign subsidiaries’ accumulated earnings that we believe are not reinvested indefinitely in our businesses. It is not practicable to estimate the amount of tax that might be payable on the portion of those accumulated earnings that we believe are reinvested indefinitely. | ||||
We account for income taxes under the asset and liability method to provide for income taxes on all transactions recorded in the consolidated financial statements. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax benefit carry forwards. We determine deferred tax assets and liabilities at the end of each period using enacted tax rates. | ||||
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with tax authorities. We recognize interest and penalties related to unrecognized tax benefits in income tax expense on our consolidated statements of operations. | ||||
See Note 17, “Income Taxes,” for further discussion. | ||||
Cash and Cash Equivalents | ' | |||
Cash and Cash Equivalents | ||||
We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Our policy is to invest cash in excess of short-term operating and debt service requirements in cash equivalents. Cash equivalents are stated at cost, which approximates fair value because of the short term maturity of the instruments. Our policy is to transact with counterparties that are rated at least A- by Standard & Poor’s and A3 by Moody’s. Some of our operations are located in countries that are rated below A- or A3. In this case, we try to minimize our risk by holding cash and cash equivalents at financial institutions with which we have existing global relationships whenever possible, diversifying counterparty exposures and minimizing the amount held by each counterparty and within the country in total. | ||||
Accounts Receivable Securitization Programs | ' | |||
Accounts Receivable Securitization Programs | ||||
We and a group of our U.S. operating subsidiaries maintain an accounts receivable securitization program under which they sell eligible U.S. accounts receivable to an indirectly wholly-owned subsidiary that was formed for the sole purpose of entering into this program. The wholly-owned subsidiary in turn may sell an undivided fractional ownership interest in these receivables with two banks and an issuer of commercial paper administered by these banks. The wholly-owned subsidiary retains the receivables it purchases from the operating subsidiaries. | ||||
In February 2013, we entered into a European accounts receivable securitization and purchase program with a special purpose vehicle, or SPV, two banks and a group of our European subsidiaries. | ||||
Our programs qualify as a secured borrowing. Any transfers of ownership interests of receivables under our receivables securitization programs to the issuer of commercial paper or to the participating banks are considered secured borrowings and will be recorded as liabilities on our consolidated balance sheet. | ||||
See Note 9, “Accounts Receivable Securitization Programs” for further details. | ||||
Trade Receivables, Net | ' | |||
Trade Receivables, Net | ||||
In the normal course of business, we extend credit to customers that satisfy pre-defined credit criteria. Trade receivables, which are included on the consolidated balance sheets are net of allowances for doubtful accounts. We maintain trade receivable allowances for estimated losses resulting from the failure of our customers to make required payments. An additional allowance may be required if the financial condition of our customers deteriorates. | ||||
Inventories | ' | |||
Inventories | ||||
We determine the cost of our legacy Sealed Air U.S. inventories on a last-in, first-out or LIFO cost flow basis. The cost of our U.S. equipment inventories and the balance of our U.S. inventories and most non-U.S. inventories is determined on a first-in, first-out or FIFO cost flow basis. We state inventories at the lower of cost or market. | ||||
Property and Equipment, Net | ' | |||
Property and Equipment, Net | ||||
We state property and equipment at cost, except for the fair value of acquired property and equipment and property and equipment that have been impaired, for which we reduce the carrying amount to the estimated fair value at the impairment date. We capitalize significant improvements and charge repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. We remove the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognize any resulting gain or loss upon the disposition of the assets. | ||||
We depreciate the cost of property and equipment over their estimated useful lives on a straight-line basis as follows: buildings — 20 to 40 years; machinery and equipment — 5 to 10 years; and other property and equipment — 2 to 10 years. | ||||
Goodwill and Identifiable Intangible Assets | ' | |||
Goodwill and Identifiable Intangible Assets | ||||
Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any noncontrolling interest in the acquiree and, (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. | ||||
Identifiable intangible assets consist primarily of patents, licenses, trademarks, trade names, customer lists and relationships, non-compete agreements and technology based intangibles and other contractual agreements. We amortize finite lived identifiable intangible assets over the shorter of their stated or statutory duration or their estimated useful lives, generally ranging from 3 to 15 years, on a straight-line basis to their estimated residual values and periodically review them for impairment. Total identifiable intangible assets comprise 11% in 2013 and 12% in 2012 of our consolidated total assets. | ||||
We use the acquisition method of accounting for all business combinations and do not amortize goodwill or intangible assets with indefinite useful lives. Goodwill and intangible assets with indefinite useful lives are tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. | ||||
Impairment and Disposal of Long-Lived Assets | ' | |||
Impairment and Disposal of Long-Lived Assets | ||||
For definite lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property, plant and equipment, whenever impairment indicators are present, we perform a review for impairment. We calculate the undiscounted value of the projected cash flows associated with the asset, or asset group, and compare this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over the fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate. | ||||
For indefinite — lived intangible assets, such as in-process research and development and trademarks and trade names, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over the fair value, if any. In addition, in all cases of an impairment review other than for in-process research and development assets, we re-evaluate whether continuing to characterize the asset as indefinite — lived is appropriate. See Note 8, “Goodwill and Identifiable Intangible Assets.” | ||||
Conditional Asset Retirement Obligations | ' | |||
Conditional Asset Retirement Obligations | ||||
We recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. A conditional asset retirement obligation is a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within our control. In addition, we would record a corresponding amount by increasing the carrying amount of the related long-lived asset, which is depreciated over the useful life of such long-lived asset. | ||||
Self-Insurance | ' | |||
Self-Insurance | ||||
We retain the obligation for specified claims and losses related to property, casualty, workers’ compensation and employee benefit claims. We accrue for outstanding reported claims and claims that have been incurred but not reported based upon management’s estimates of the aggregate liability for retained losses using historical experience, insurance company estimates and the estimated trends in claim values. Our estimates include management’s and independent insurance companies’ assumptions regarding economic conditions, the frequency and severity of claims and claim development patterns and settlement practices. These estimates and assumptions are monitored and evaluated on a periodic basis by management and are adjusted when warranted by changing circumstances. Although management believes it has the ability to adequately project and record estimated claim payments, actual results could differ significantly from the recorded liabilities. | ||||
Pensions | ' | |||
Pensions | ||||
For a number of our U.S. employees and our international employees, we maintain defined benefit pension plans. We are required to make assumptions regarding the valuation of projected benefit obligations and the performance of plan assets for our defined benefit pension plans. | ||||
We review and approve the assumptions made by our third-party actuaries regarding the valuation of benefit obligations and performance of plan assets. The principal assumptions concern the discount rate used to measure future obligations, the expected future rate of return on plan assets, the expected rate of future compensation increases and various other actuarial assumptions. The measurement date used to determine benefit obligations and plan assets is December 31. In general, significant changes to these assumptions could have a material impact on the costs and liabilities recorded in our consolidated financial statements. | ||||
See Note 15, “Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans,” for information about the combined company’s benefit plans. | ||||
Net Earnings per Common Share | ' | |||
Net Earnings per Common Share | ||||
Basic earnings per common share is calculated by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Non-vested share-based payment awards that contain non-forfeitable rights to dividends are treated as participating securities and therefore included in computing earnings per common share using the “two-class method.” The two-class method is an earnings allocation formula that calculates basic and diluted net earnings per common share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. The non-vested restricted stock issued under our 2005 Contingent Stock Plan are considered participating securities since these securities have non-forfeitable rights to dividends when we declare a dividend during the contractual vesting period of the share-based payment award and therefore included in our earnings allocation formula using the two-class method. | ||||
When calculating diluted net earnings per common share, the more dilutive effect of applying either of the following is presented: (a) the two-class method (described above) assuming that the participating security is not exercised or converted, or, (b) the treasury stock method for the participating security. Our diluted net earnings per common share for all periods presented were calculated using the two-class method since such method was more dilutive. | ||||
See Note 21, “Net (Loss) Earnings Per Common Share,” for further discussion. | ||||
Recently Issued Accounting Standards | ' | |||
Recently Issued Accounting Standards | ||||
Adopted in 2013 and 2014 | ||||
In October 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-04, Technical Corrections and Improvement, which makes certain technical corrections (i.e., relatively minor corrections and clarifications) and “conforming fair value amendments”. The amendments affect various codification topics and apply to all reporting entities within the scope of those topics. This standard becomes effective for us upon issuance, except for amendments that are subject to transition guidance, which was effective for fiscal periods beginning after December 15, 2012. The adoption of this standard did not have any material effect on our consolidated financial condition or results of operations. | ||||
In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. This standard update, which amends the guidance on testing indefinite-lived intangible assets, other than goodwill, for impairment, provides companies with the option to first perform a qualitative assessment before performing the two-step quantitative impairment test. If the company determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more likely than not to exceed its carrying amount, then the company would not need to perform the two-step quantitative impairment test. This standard does not revise the requirement to test indefinite-lived intangible assets annually for impairment. This standard was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption allowed. The adoption of this standard did not have any material effect on our consolidated financial condition or results of operations. | ||||
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, which creates new disclosure requirements about the nature of an entity’s rights of offset and related arrangements associated with its financial instruments and derivative instruments. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods therein, with retrospective application required. The new disclosures are designed to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards. The adoption of this standard did not have any material effect on our consolidated financial condition or results of operations as they are disclosure requirements only. | ||||
In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, a company is required to present either on the statement of operations or in the notes significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The disclosure requirements are effective for annual reporting periods beginning after December 15, 2012, prospectively. The adoption of this standard did not have any material effect on our consolidated financial condition or results of operations as they are disclosure requirements only. | ||||
In July 2013, the FASB issued ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. This standard update permits companies to use the Fed Funds Effective Swap Rate as a U.S. benchmark interest rate for hedge accounting purposes, in addition to the U.S. government (UST) and London Interbank Offered Rate. This amendment also removes the restriction on using different benchmark rates for similar hedges. This amendment was effective on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. There was no impact on our consolidated financial statements upon adoption of this standard update. | ||||
In February 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. This standard update requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the following: (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. This standard becomes effective for fiscal years and interim periods within those years beginning after December 15, 2013. This standard update is required to be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements that existed at the beginning of the fiscal year of adoption. The adoption of this standard did not have a material impact to our consolidated financial position or results of operations. Any future impact will depend on future activity that may qualify under this standard. | ||||
In March 2013, the FASB issued ASU 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This standard update requires an entity to release any cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This standard update becomes effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2013. The impact of the adoption of this standard update on our consolidated financial statements will be based on any future activity that qualifies within this guidance. | ||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carryforward Exists. This standard update provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This standard update becomes effective for fiscal years and interim periods within those years beginning after December 15, 2013. The amendment should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Early adoptions and retrospective application are permitted. The adoption of this standard did not have a material impact to our consolidated financial position or results of operations. |
Divestitures_Tables
Divestitures (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Schedule of Financial Information from Discontinued Operations | ' | ||||||||||||
The carrying value of the major classes of assets and liabilities for these discontinued operations were as follows: | |||||||||||||
December 31, | |||||||||||||
2012 | |||||||||||||
Assets: | |||||||||||||
Trade receivables, net | $ | 11.7 | |||||||||||
Other receivables | 0.4 | ||||||||||||
Inventories | 7.5 | ||||||||||||
Other current assets | 0.8 | ||||||||||||
Property and equipment, net | 18.6 | ||||||||||||
Goodwill | 40.2 | ||||||||||||
Intangible assets, net | 8.1 | ||||||||||||
Assets held for sale | $ | 87.3 | |||||||||||
Liabilities: | |||||||||||||
Accounts payable | $ | 3.6 | |||||||||||
Other current liabilities | 3.9 | ||||||||||||
Other liabilities | 1.4 | ||||||||||||
Liabilities held for sale | $ | 8.9 | |||||||||||
Rigid Medical Packaging Business [Member] | ' | ||||||||||||
Schedule of Financial Information from Discontinued Operations | ' | ||||||||||||
Following is selected financial information included in net earnings from discontinued operations: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net sales | $ | 89.6 | $ | 88.9 | $ | 83.6 | |||||||
Operating profit | $ | 11.4 | $ | 10.6 | $ | 8.6 | |||||||
Earnings before income tax provision | $ | 11.1 | $ | 10.6 | $ | 8.6 | |||||||
Income tax provision | 3.5 | 2.8 | 2.8 | ||||||||||
Net earnings from discontinued operations | $ | 7.6 | $ | 7.8 | $ | 5.8 | |||||||
Gain on sale of discontinued operations before income tax provision | $ | 40.2 | $ | — | $ | — | |||||||
Income tax provision on sale | 17.3 | — | — | ||||||||||
Net gain on sale of discontinued operations | $ | 22.9 | $ | — | $ | — | |||||||
Diversey Japan [Member] | ' | ||||||||||||
Schedule of Financial Information from Discontinued Operations | ' | ||||||||||||
Following is selected financial information included in net earnings from discontinued operations: | |||||||||||||
2012 | 2011 | ||||||||||||
Net sales | $ | 273.5 | $ | 90 | |||||||||
Operating profit | $ | 34.1 | $ | 17.9 | |||||||||
Earnings before income tax provision | $ | 33 | $ | 18.1 | |||||||||
Income tax provision | 12.1 | 7.5 | |||||||||||
Net earnings from discontinued operations | $ | 20.9 | $ | 10.6 | |||||||||
Gain on sale of discontinued operations before income tax provision | $ | 210.8 | $ | — | |||||||||
Income tax provision on sale | 31.9 | — | |||||||||||
Net gain on sale of discontinued operations | $ | 178.9 | $ | — | |||||||||
Acquisition_of_Diversey_Holdin1
Acquisition of Diversey Holdings, Inc. (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Supplemental Pro Forma of Financial Information | ' | ||||
The following table presents unaudited supplemental pro forma financial information as if the acquisition of Diversey had occurred on January 1, 2011 for the period presented below. The pro forma results provided below have been revised to reflect the discontinued operations of the rigid medical packaging business and the Diversey Japan business as if those had occurred on January 1, 2011 for the period presented below. The impact of this revision was not material to the results included below. | |||||
2011 | |||||
Net sales | $ | 7,701.40 | |||
Operating profit | $ | 578.4 | |||
Net earnings from continuing operations | $ | 100.3 | |||
Weighted average number of common shares outstanding: | |||||
Basic | 190.8 | ||||
Diluted | 209.2 | ||||
Net earnings per common share: | |||||
Basic | $ | 0.53 | |||
Diluted | $ | 0.48 | |||
Segments_Tables
Segments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Net Sales and Adjusted EBITDA of Reportable Segments | ' | ||||||||||||
The following tables show net sales and Adjusted EBITDA by our segment reporting structure: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net sales | |||||||||||||
Food Care | $ | 3,814.20 | $ | 3,744.00 | $ | 3,242.30 | |||||||
Diversey Care | 2,160.80 | 2,131.90 | 534.6 | ||||||||||
Product Care | 1,610.00 | 1,580.40 | 1,595.00 | ||||||||||
Total reportable segments | 7,585.00 | 7,456.30 | 5,371.90 | ||||||||||
Other | 105.8 | 102.9 | 95.4 | ||||||||||
Total | $ | 7,690.80 | $ | 7,559.20 | $ | 5,467.30 | |||||||
Adjusted EBITDA | |||||||||||||
Food Care | $ | 613.9 | $ | 577.7 | $ | 532.3 | |||||||
Adjusted EBITDA margin | 16.1 | % | 15.4 | % | 16.4 | % | |||||||
Diversey Care | 237.3 | 217.9 | 39.8 | ||||||||||
Adjusted EBITDA margin | 11 | % | 10.2 | % | 7.4 | % | |||||||
Product Care | 264.5 | 267.4 | 263.1 | ||||||||||
Adjusted EBITDA margin | 16.4 | % | 16.9 | % | 16.5 | % | |||||||
Total reportable segments Adjusted EBITDA | $ | 1,115.70 | $ | 1,063.00 | $ | 835.2 | |||||||
Adjusted EBITDA margin | 14.7 | % | 14.3 | % | 15.5 | % | |||||||
Other | (77.7 | ) | (82.3 | ) | (79.3 | ) | |||||||
Adjusted EBITDA margin | (73.4 | )% | (80.0 | )% | (83.1 | )% | |||||||
Total Company Adjusted EBITDA | $ | 1,038.00 | $ | 980.7 | $ | 755.9 | |||||||
Adjusted EBITDA margin | 13.5 | % | 13 | % | 13.8 | % | |||||||
Reconciliation of Non-U.S.GAAP Adjusted EBITDA to U.S.GAAP Net Earnings | ' | ||||||||||||
The following table shows a reconciliation of Non-U.S. GAAP Total Company Adjusted EBITDA to U.S. GAAP net earnings from continuing operations: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Non-U.S. GAAP Total Company Adjusted EBITDA | $ | 1,038.00 | $ | 980.7 | $ | 755.9 | |||||||
Depreciation and amortization(1) | (307.5 | ) | (317.1 | ) | (208.3 | ) | |||||||
Special items(2): | |||||||||||||
Write-down of non-strategic assets included in depreciation and amortization(2) | 5.3 | 0.8 | — | ||||||||||
Impairment of goodwill and other intangible assets(3) | — | (1,892.3 | ) | — | |||||||||
Restructuring and other charges(4) | (73.8 | ) | (142.5 | ) | (52.2 | ) | |||||||
Other restructuring associated costs included in cost of sales and selling general and administrative expenses | (32.0 | ) | (38.9 | ) | (3.9 | ) | |||||||
SARs | (38.1 | ) | (18.4 | ) | — | ||||||||
Costs related to the acquisition and integration of Diversey | (1.1 | ) | (7.4 | ) | (64.8 | ) | |||||||
Impairment of equity method investment in 2013 and 2012 including related bad debt write-down of $2.3 million in 2012 | (2.1 | ) | (25.8 | ) | — | ||||||||
Foreign currency exchange losses related to Venezuelan subsidiaries | (13.1 | ) | (0.4 | ) | (0.3 | ) | |||||||
Loss on debt redemption | (36.3 | ) | (36.9 | ) | — | ||||||||
Settlement agreement related costs | (1.0 | ) | (0.7 | ) | (0.9 | ) | |||||||
Additional cost of sales for the step-up in inventories, net related to the Diversey acquisition in 2011 | — | — | (10.8 | ) | |||||||||
Legacy Diversey non-recurring charges in 2011 | — | — | (12.6 | ) | |||||||||
Gain on sale of facility in 2011 | — | — | 3.9 | ||||||||||
Other expense, net | 0.4 | 1 | — | ||||||||||
Interest expense | (361.0 | ) | (384.7 | ) | (216.6 | ) | |||||||
Income tax provision (benefit) | 84 | (264.7 | ) | 56.7 | |||||||||
U.S. GAAP net earnings (loss) from continuing operations | $ | 93.7 | $ | (1,617.9 | ) | $ | 132.7 | ||||||
(1) | Depreciation and amortization by segment is as follows: | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Food Care | $ | 118.4 | $ | 140 | $ | 113.7 | |||||||
Diversey Care | 132.3 | 127.6 | 34.7 | ||||||||||
Product Care | 38.2 | 37.9 | 40.9 | ||||||||||
Total reportable segments | 288.9 | 305.5 | 189.3 | ||||||||||
Other (includes write-down of non-strategic assets) | 18.6 | 11.6 | 19 | ||||||||||
Total Company | $ | 307.5 | $ | 317.1 | $ | 208.3 | |||||||
(2) | Includes items the Company considers unusual or special items. See “Non-U.S. GAAP information” above for further information. | ||||||||||||
(3) | Impairment of goodwill and other intangible assets in 2012 by our segment reporting structure was as follows: | ||||||||||||
2012 | |||||||||||||
Food Care | $ | 543.4 | |||||||||||
Diversey Care | 1,326.70 | ||||||||||||
Product Care | — | ||||||||||||
Other | 22.2 | ||||||||||||
Total | $ | 1,892.30 | |||||||||||
See Note 8, “Goodwill and Identifiable Intangible Assets” for a discussion of the facts and circumstance that led to this impairment in 2012. | |||||||||||||
(4) | Restructuring and other charges by our segment reporting structure were as follows: | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Food Care | $ | 25.1 | $ | 72 | $ | 13.1 | |||||||
Diversey Care | 32.2 | 53.1 | 39.5 | ||||||||||
Product Care | 16.4 | 16.7 | (0.4 | ) | |||||||||
Other | 0.1 | 0.7 | — | ||||||||||
Total | $ | 73.8 | $ | 142.5 | $ | 52.2 | |||||||
Assets by Reportable Segments | ' | ||||||||||||
The following table shows assets allocated by our segment reporting structure. Only assets which are identifiable by segment and reviewed by our chief operating decision maker by segment are allocated to the reportable segment assets, which are trade receivables, net, and finished goods inventories, net. All other assets are included in “Assets not allocated.” | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Assets: | |||||||||||||
Trade receivables, net, and finished goods inventories, net | |||||||||||||
Food Care | $ | 768.5 | $ | 811.9 | |||||||||
Diversey Care | 543 | 587.8 | |||||||||||
Product Care | 310.1 | 331.3 | |||||||||||
Other | 19.3 | 22 | |||||||||||
Total segments and other | 1,640.90 | 1,753.00 | |||||||||||
Assets not allocated | |||||||||||||
Cash and cash equivalents | 992.4 | 679.6 | |||||||||||
Property and equipment, net | 1,134.50 | 1,194.20 | |||||||||||
Goodwill | 3,114.60 | 3,151.20 | |||||||||||
Intangibles, net | 1,016.90 | 1,131.60 | |||||||||||
Assets held for sale | — | 87.3 | |||||||||||
Other assets | 1,234.90 | 1,334.80 | |||||||||||
Total | $ | 9,134.20 | $ | 9,331.70 | |||||||||
Geographic Information | ' | ||||||||||||
Geographic Information | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net sales(1): | |||||||||||||
United States | 2,729.70 | 2,684.70 | 2,279.60 | ||||||||||
Canada | 277.2 | 267.7 | 172.6 | ||||||||||
Europe | 2,447.80 | 2,416.50 | 1,581.90 | ||||||||||
Latin America | 824.3 | 799.7 | 545.7 | ||||||||||
AMAT | 846.8 | 794.4 | 346 | ||||||||||
JANZ | 565 | 596.2 | 541.5 | ||||||||||
Total | 7,690.80 | 7,559.20 | 5,467.30 | ||||||||||
Total long-lived assets(1)(2): | |||||||||||||
United States | 2,918.00 | 2,985.00 | 4,536.30 | ||||||||||
Canada | 93 | 105.8 | 48 | ||||||||||
Europe | 1,591.50 | 1,643.20 | 1,945.30 | ||||||||||
Latin America | 233.6 | 259.8 | 385.4 | ||||||||||
AMAT | 650 | 699.8 | 815.8 | ||||||||||
JANZ | 167.3 | 198.5 | 169.9 | ||||||||||
Total | 5,653.40 | 5,892.10 | 7,900.70 | ||||||||||
(1) | Net sales attributed to the geographic areas represent net sales to external customers. No non-U.S. country had net sales in excess of 10% of consolidated net sales or long-lived assets in excess of 10% of consolidated long-lived assets at December 31, 2013 and 2012. | ||||||||||||
(2) | Total long-lived assets are total assets excluding total current assets and deferred tax assets. |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories and Reduction of Certain Inventories to LIFO Basis | ' | ||||||||
The following table details our inventories and the reduction of certain inventories to a LIFO basis: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Inventories (at FIFO, which approximates replacement value): | |||||||||
Raw materials | $ | 116.6 | $ | 124.2 | |||||
Work in process | 110.9 | 117 | |||||||
Finished goods | 514.5 | 539.1 | |||||||
Subtotal (at FIFO) | 742 | 780.3 | |||||||
Reduction of certain inventories to LIFO basis | (53.6 | ) | (51.4 | ) | |||||
Total | $ | 688.4 | $ | 728.9 | |||||
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||||
Schedule of Property and Equipment, Net | ' | ||||||||||||
The following table details our property and equipment. | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Land and improvements | $ | 135.8 | $ | 139.4 | |||||||||
Buildings | 729.6 | 704.8 | |||||||||||
Machinery and equipment | 2,488.40 | 2,531.30 | |||||||||||
Other property and equipment | 164.8 | 145.9 | |||||||||||
Construction-in-progress | 107.1 | 85.7 | |||||||||||
Property and equipment, gross | 3,625.70 | 3,607.10 | |||||||||||
Accumulated depreciation and amortization | (2,491.2 | ) | (2,412.9 | ) | |||||||||
Property and equipment, net | $ | 1,134.50 | $ | 1,194.20 | |||||||||
Interest Cost Capitalized and Depreciation and Amortization Expense for Property and Equipment | ' | ||||||||||||
The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment for the three years ended December 31, 2013. | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Interest cost capitalized | $ | 4.9 | $ | 5.5 | $ | 4.2 | |||||||
Depreciation and amortization expense for property and equipment | $ | 160.2 | $ | 167.5 | $ | 144.3 | |||||||
Goodwill_and_Identifiable_Inta1
Goodwill and Identifiable Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Summary of Goodwill Balances by Segment Reporting Structure | ' | ||||||||||||||||||||||||||||||||
The goodwill of the Other Category is represented by the goodwill of the Medical Applications reporting unit. The following table shows our goodwill balances by our new segment reporting structure: | |||||||||||||||||||||||||||||||||
Gross | Accumulated | Carrying | Impact of | Gross | Accumulated | Carrying | |||||||||||||||||||||||||||
Carrying | Impairment | Value at | Foreign Currency | Carrying | Impairment | Value at | |||||||||||||||||||||||||||
Value at | December 31, | Translation | Value at | December 31, | |||||||||||||||||||||||||||||
December 31, | 2012 | Year Ended | December 31, | 2013 | |||||||||||||||||||||||||||||
2012 | December 31, | 2013 | |||||||||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||||||||||
Food Care | $ | 837.7 | $ | (208.0 | ) | $ | 629.7 | $ | (4.0 | ) | $ | 833.7 | $ | (208.0 | ) | $ | 625.7 | ||||||||||||||||
Diversey Care | 2,026.10 | (883.0 | ) | 1,143.10 | (32.0 | ) | 1,994.10 | (883.0 | ) | 1,111.10 | |||||||||||||||||||||||
Product Care | 1,372.70 | — | 1,372.70 | 0.1 | 1,372.80 | — | 1,372.80 | ||||||||||||||||||||||||||
Other Category | 5.7 | — | 5.7 | (0.7 | ) | 5 | — | 5 | |||||||||||||||||||||||||
Total | $ | 4,242.20 | $ | (1,091.0 | ) | $ | 3,151.20 | $ | (36.6 | ) | $ | 4,205.60 | $ | (1,091.0 | ) | $ | 3,114.60 | ||||||||||||||||
Summary of Percentage by Which Estimated Fair Value Exceeds Carrying Value | ' | ||||||||||||||||||||||||||||||||
The excess of estimated fair values over carrying value, including goodwill for each of our reporting units that had goodwill as of the 2013 annual impairment test were the following: | |||||||||||||||||||||||||||||||||
Reporting Unit | % by Which Estimated Fair value | ||||||||||||||||||||||||||||||||
exceeds Carrying Value | |||||||||||||||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||||||||||
Food Care — Packaging Solutions | 321 | % | |||||||||||||||||||||||||||||||
Food Care — Hygiene Solutions | 91 | % | |||||||||||||||||||||||||||||||
Diversey Care | 27 | % | |||||||||||||||||||||||||||||||
Product Care | 35 | % | |||||||||||||||||||||||||||||||
Medical Applications | 96 | % | |||||||||||||||||||||||||||||||
(1) | The Medical Applications reporting unit as of our 2013 annual goodwill test date included the rigid medical packaging business which was disposed of on December 6, 2013. Included in the assets that were disposed of was approximately $40.2 million of goodwill that was previously included in the Medical Applications reporting unit. See Note 3, “Divestitures”, for further details regarding this disposition. | ||||||||||||||||||||||||||||||||
Summarize of Identifiable Intangible Assets with Definite and Indefinite Useful Lives | ' | ||||||||||||||||||||||||||||||||
The following tables summarize our identifiable intangible assets with definite and indefinite useful lives: | |||||||||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
Gross | Accumulated | Accumulated | Net | Gross | Accumulated | Accumulated | Net | ||||||||||||||||||||||||||
Carrying | Amortization | Impairment(1)(2) | Carrying | Amortization | Impairment(1)(2) | ||||||||||||||||||||||||||||
Value | Value | ||||||||||||||||||||||||||||||||
Customer relationships | $ | 961.3 | $ | (171.2 | ) | (148.9 | ) | $ | 641.2 | $ | 963.1 | $ | (105.7 | ) | $ | (148.9 | ) | $ | 708.5 | ||||||||||||||
Trademarks and trade names | 881.5 | (0.1 | ) | (630.2 | ) | 251.2 | 881.9 | (0.5 | ) | (630.2 | ) | 251.2 | |||||||||||||||||||||
Technology | 252.6 | (128.0 | ) | (22.2 | ) | 102.4 | 243.2 | (78.8 | ) | (22.2 | ) | 142.2 | |||||||||||||||||||||
Contracts | 44 | (21.9 | ) | — | 22.1 | 44.4 | (14.7 | ) | — | 29.7 | |||||||||||||||||||||||
Total | $ | 2,139.40 | $ | (321.2 | ) | $ | (801.3 | ) | $ | 1,016.90 | $ | 2,132.60 | $ | (199.7 | ) | $ | (801.3 | ) | $ | 1,131.60 | |||||||||||||
(1) | During the third quarter of 2012, we determined that sufficient indicators existed to require an interim impairment review of our Diversey tradename. Based on our analysis, the fair value of this intangible was lower than the carrying value, which resulted in a pre-tax impairment charge of $189 million. In addition, during the fourth quarter of 2012, we completed our annual impairment test for other indefinite lived intangibles and we performed an interim impairment review of our customer relationships and trademarks and trade names. As a result, we recorded a total impairment charge of $779 million which is included in impairment of goodwill and other intangible assets on the consolidated statements of operations in the year ended December 31, 2012. | ||||||||||||||||||||||||||||||||
(2) | During the fourth quarter of 2012, we made a decision to suspend certain development efforts and abandon future product development work on a project included in our Other Category for segment reporting. As a result, we recorded an impairment of $22 million ($14 million, net of taxes), which is included in impairment of goodwill and other intangible assets on the consolidated statements of operations in the year ended December 31, 2012. | ||||||||||||||||||||||||||||||||
Remaining Estimated Future Amortization Expense | ' | ||||||||||||||||||||||||||||||||
The following table shows the remaining estimated future amortization expense at December 31, 2013. | |||||||||||||||||||||||||||||||||
Year | Amount | ||||||||||||||||||||||||||||||||
2014 | $ | 111.4 | |||||||||||||||||||||||||||||||
2015 | 85.8 | ||||||||||||||||||||||||||||||||
2016 | 84.8 | ||||||||||||||||||||||||||||||||
2017 | 79.4 | ||||||||||||||||||||||||||||||||
Thereafter | 404.6 | ||||||||||||||||||||||||||||||||
Total | $ | 766 | |||||||||||||||||||||||||||||||
Restructuring_Activities_Table
Restructuring Activities (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring Activities | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
The following table details our restructuring activities: | |||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||||||||||||||
IOP | EQIP | Other | Total | IOP | EPC | Other | Total | IOP | EPC | Other | Total | ||||||||||||||||||||||||||||||||||||||
Other associated costs | $ | 14.1 | $ | 11.4 | $ | — | $ | 25.5 | $ | 22.2 | $ | 12.1 | $ | — | $ | 34.3 | $ | — | $ | 4 | $ | — | $ | 4 | |||||||||||||||||||||||||
Restructuring charges | (7.0 | ) | 80.8 | — | 73.8 | 144.9 | (1.3 | ) | (1.1 | ) | 142.5 | 52.2 | 1 | (1.0 | ) | 52.2 | |||||||||||||||||||||||||||||||||
Total | $ | 7.1 | $ | 92.2 | $ | — | $ | 99.3 | $ | 167.1 | $ | 10.8 | $ | (1.1 | ) | $ | 176.8 | $ | 52.2 | $ | 5 | $ | (1.0 | ) | $ | 56.2 | |||||||||||||||||||||||
IOP [Member] | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
Components of Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
The restructuring accrual, spending and other activity for the year ended December 31, 2013 and the accrual balance remaining at December 31, 2013 related to this program were as follows: | |||||||||||||||||||||||||||||||||||||||||||||||||
IOP restructuring accrual at December 31, 2012 | $ | 88.2 | |||||||||||||||||||||||||||||||||||||||||||||||
Revision to accrual | (10.9 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Additional accrual | 3.9 | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash payments during 2013 | (55.3 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Effect of changes in foreign currency exchange rates | (1.4 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
IOP restructuring accrual at December 31, 2013 | $ | 24.5 | |||||||||||||||||||||||||||||||||||||||||||||||
EQIP [Member] | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
Components of Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining | ' | ||||||||||||||||||||||||||||||||||||||||||||||||
The restructuring accrual, spending and other activity for the year ended December 31, 2013 and the accrual balance remaining at December 31, 2013 related to this program were as follows: | |||||||||||||||||||||||||||||||||||||||||||||||||
EQIP restructuring accrual at December 31, 2012 | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
Accrual and accrual adjustments | 80.8 | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash payments during 2013 | (26.2 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Effect of changes in foreign currency exchange rates | 1.3 | ||||||||||||||||||||||||||||||||||||||||||||||||
EQIP restructuring accrual at December 31, 2013 | $ | 55.9 | |||||||||||||||||||||||||||||||||||||||||||||||
Other_Liabilities_Tables
Other Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||
Components of Other Current and Other Liabilities | ' | ||||||||
The following tables detail our other current liabilities and other liabilities at December 31, 2013 and 2012: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Other current liabilities: | |||||||||
Accrued salaries, wages and related costs | $ | 300.6 | $ | 262.2 | |||||
Accrued operating expenses | 303.3 | 319.1 | |||||||
Income taxes payable | 35.6 | 23.5 | |||||||
Accrued customer volume rebates | 176.5 | 167.4 | |||||||
Accrued interest | 67.4 | 63.4 | |||||||
Accrued employee benefit liability | 7 | 9.7 | |||||||
Total | $ | 890.4 | $ | 845.3 | |||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Other liabilities: | |||||||||
Accrued employee benefit liability | $ | 262 | $ | 291.5 | |||||
Other postretirement liability | 70.1 | 77.3 | |||||||
Other various liabilities | 315.8 | 276.1 | |||||||
Total | $ | 647.9 | $ | 644.9 | |||||
Debt_and_Credit_Facilities_Tab
Debt and Credit Facilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Total Debt Outstanding | ' | ||||||||
Our total debt outstanding consisted of the amounts set forth on the following table: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Short-term borrowings | $ | 81.6 | $ | 39.2 | |||||
Current portion of long-term debt(1) | 201.5 | 1.8 | |||||||
Total current debt | 283.1 | 41 | |||||||
5.25% Senior Notes due April 2023 | 425 | — | |||||||
12% Senior Notes due February 2014(1) | — | 153.4 | |||||||
Term Loan A Facility due October 2016, less unamortized lender fees of $8.4 in 2013 and $15.4 in 2012(1)(2) | 634.8 | 843.9 | |||||||
7.875% Senior Notes due June 2017, less unamortized discount of $5.5 in 2012(3) | — | 394.5 | |||||||
Term Loan B Facility due October 2018, less unamortized lender fees of $7.3 in 2013 and $10.7 in 2012, and unamortized discount of $10.8 in 2013 and $15.6 in 2012 (2) | 681.6 | 771.6 | |||||||
8.125% Senior Notes due September 2019 | 750 | 750 | |||||||
6.50% Senior Notes due December 2020 | 424.1 | 425 | |||||||
8.375% Senior Notes due September 2021 | 750 | 750 | |||||||
6.875% Senior Notes due July 2033, less unamortized discount of $1.4 in 2013 and 2012 | 448.6 | 448.6 | |||||||
Other | 2.3 | 3.8 | |||||||
Total long-term debt, less current portion | 4,116.40 | 4,540.80 | |||||||
Total debt(4) | $ | 4,399.50 | $ | 4,581.80 | |||||
(1) | The 12% Senior Notes due February 2014 were included in current portion of long-term debt as of December 31, 2013 and subsequently repaid upon the maturity on February 14, 2014. In addition, we reclassified $50 million of Term Loan A installment payments to current portion of long term debt due to expected pre-payments of this debt in 2014. | ||||||||
(2) | In 2013, we prepaid a portion of our 2014 Term Loan A ($152 million) and Term Loan B ($105 million) installments. | ||||||||
(3) | During 2013, we purchased all of our outstanding $400 million 7.875% Senior Notes due 2017. See below for further discussion. | ||||||||
(4) | The weighted average interest rate on our outstanding debt was 6.2% as of December 31, 2013 and 6.4% as of December 31, 2012. | ||||||||
Lines of Credit | ' | ||||||||
The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including the Revolving Credit Facility discussed above, and the amounts available under our accounts receivable securitization programs. We are not subject to any material compensating balance requirements in connection with our lines of credit. | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Used lines of credit | $ | 81.6 | $ | 39.2 | |||||
Unused lines of credit(1) | 1,015.00 | 989.5 | |||||||
Total available lines of credit | $ | 1,096.60 | $ | 1,028.70 | |||||
Available lines of credit — committed(1) | $ | 721.9 | $ | 700.5 | |||||
Available lines of credit — uncommitted | 374.7 | 328.2 | |||||||
Total available lines of credit | $ | 1,096.60 | $ | 1,028.70 | |||||
Accounts receivable securitization programs — committed(2) | $ | 209 | $ | 112 | |||||
(1) | Includes a $700 million revolving senior secured credit facility that expires October 2016. | ||||||||
(2) | See Note 8, “Accounts Receivable Securitization Programs,” for further details. | ||||||||
Other Lines of Credit | ' | ||||||||
The following table details our other lines of credit. | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Available lines of credit | $ | 396.6 | $ | 328.3 | |||||
Unused lines of credit | 315 | 289 | |||||||
Weighted average interest rate | 12.3 | % | 10.2 | % | |||||
Scheduled Annual Maturities for Next Five Years and Thereafter | ' | ||||||||
The following table summarizes the scheduled annual maturities for the next five years and thereafter of our long-term debt, including the current portion of long-term debt. This schedule excludes debt discounts, interest rate swaps and lender fees. | |||||||||
Year | Amount | ||||||||
2014 | $ | 201.5 | |||||||
2015 | 256.6 | ||||||||
2016 | 391.6 | ||||||||
2017 | 2.1 | ||||||||
2018 | 694.9 | ||||||||
Thereafter | 2,800.00 | ||||||||
Total | $ | 4,346.70 | |||||||
Derivatives_and_Hedging_Activi1
Derivatives and Hedging Activities (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||
Fair Value of Derivative Instruments | ' | ||||||||||||||||
The following table details the fair value of our derivative instruments included on our consolidated balance sheets. | |||||||||||||||||
Fair Value of Asset | Fair Value of (Liability) | ||||||||||||||||
Derivatives(1) | Derivatives(1) | ||||||||||||||||
December 31, | December 31, | December 31, | December 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||
Foreign currency forward contracts (cash flow hedges) | $ | 3.4 | $ | 0.5 | $ | (1.4 | ) | $ | (0.8 | ) | |||||||
Interest rate swaps (fair value hedges) | — | — | (1.0 | ) | — | ||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||
Foreign currency forward contracts | 7.1 | 4.9 | (49.1 | ) | (29.6 | ) | |||||||||||
Total | $ | 10.5 | $ | 5.4 | $ | (51.5 | ) | $ | (30.4 | ) | |||||||
(1) | Asset derivatives are included in other assets and liability derivatives are included in other liabilities. | ||||||||||||||||
Effect of Derivative Instruments on Consolidated Statements of Operations | ' | ||||||||||||||||
The following table details the effect of our derivative instruments on our consolidated statements of operations. | |||||||||||||||||
Amount of Gain (Loss) | |||||||||||||||||
Recognized in | |||||||||||||||||
Earnings on Derivatives(1) | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||
Foreign currency forward contracts | $ | 2.3 | $ | — | |||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||
Foreign currency forward contracts | (8.5 | ) | 4.6 | ||||||||||||||
Total | $ | (6.2 | ) | $ | 4.6 | ||||||||||||
(1) | Amounts recognized on the foreign currency forward contracts were included in other expense, net. Amounts recognized on the interest rate swaps were included in interest expense. |
Fair_Value_Measurements_and_Ot1
Fair Value Measurements and Other Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
The fair value of our financial instruments, using the fair value hierarchy under U.S. GAAP detailed in “Fair Value Measurements,” of Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards,” are included in the table below. | |||||||||||||||||
December 31, 2013 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Fair Value | |||||||||||||||||
Cash equivalents | $ | 491.9 | $ | — | $ | 491.9 | $ | — | |||||||||
Derivative financial instruments net liability: | |||||||||||||||||
Interest rate swaps | $ | 1 | $ | — | $ | 1 | $ | — | |||||||||
Foreign currency forward contracts | $ | 40 | $ | — | $ | 40 | $ | — | |||||||||
December 31, 2012 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Fair Value | |||||||||||||||||
Cash equivalents | $ | 210 | $ | — | $ | 210 | $ | — | |||||||||
Derivative financial instruments net liability: | |||||||||||||||||
Foreign currency forward contracts | $ | 25 | $ | — | $ | 25 | $ | — | |||||||||
Carrying Amounts and Estimated Fair Values of Debt | ' | ||||||||||||||||
The table below shows the carrying amounts and estimated fair values of our total debt: | |||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
12% Senior Notes due February 2014 | $ | 150.3 | $ | 150.6 | $ | 153.4 | $ | 172 | |||||||||
Term Loan A Facility due October 2016(1) | 684.5 | 684.5 | 843.9 | 843.9 | |||||||||||||
7.875% Senior Notes due June 2017 | — | — | 394.5 | 424.8 | |||||||||||||
Term Loan B Facility due October 2018(1) | 681.6 | 681.6 | 771.6 | 771.6 | |||||||||||||
8.125% Senior Notes due September 2019 | 750 | 841.4 | 750 | 846.8 | |||||||||||||
6.50% Senior Notes due December 2020 | 424.1 | 456.7 | 425 | 463.1 | |||||||||||||
8.375% Senior Notes due September 2021 | 750 | 853.1 | 750 | 858.5 | |||||||||||||
5.25% Senior Notes due April 2023 | 425 | 414.7 | — | — | |||||||||||||
6.875% Senior Notes due July 2033 | 448.6 | 431.2 | 448.6 | 421.7 | |||||||||||||
Other foreign loans | 85 | 84.9 | 44.2 | 44 | |||||||||||||
Other domestic loans | 0.4 | 0.4 | 0.6 | 0.6 | |||||||||||||
Total debt | $ | 4,399.50 | $ | 4,599.10 | $ | 4,581.80 | $ | 4,847.00 | |||||||||
(1) | Includes borrowings denominated in currencies other than U.S. dollars. |
Profit_Sharing_Retirement_Savi1
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
U.S. Pension Plans [Member] | ' | ||||||||||||||||||||||||||||||||
Schedule of Components of Net Periodic Benefit Cost | ' | ||||||||||||||||||||||||||||||||
The following table shows the components of our net periodic benefit cost for the three years ended December 31, for our pension plans charged to operations: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Net periodic benefit cost: | |||||||||||||||||||||||||||||||||
U.S. and non-U.S. net periodic benefit cost included in cost of sales | $ | 5.8 | $ | 5.7 | $ | 5.5 | |||||||||||||||||||||||||||
U.S. and non-U.S. net periodic benefit cost included in selling, general and administrative expenses | 11.1 | 11.3 | 10.4 | ||||||||||||||||||||||||||||||
Net periodic benefit cost | $ | 16.9 | $ | 17 | $ | 15.9 | |||||||||||||||||||||||||||
Funded Status for Pension Plans | ' | ||||||||||||||||||||||||||||||||
The measurement date for the defined benefit pension plans presented below is December 31 of each period. | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Change in benefit obligation: | |||||||||||||||||||||||||||||||||
Projected benefit obligation at beginning of period | $ | 210.1 | $ | 212.1 | |||||||||||||||||||||||||||||
Service cost | 1.3 | 1.2 | |||||||||||||||||||||||||||||||
Interest cost | 7.9 | 9.3 | |||||||||||||||||||||||||||||||
Actuarial loss (gain) | (11.3 | ) | 6.4 | ||||||||||||||||||||||||||||||
Benefits paid | (8.7 | ) | (8.2 | ) | |||||||||||||||||||||||||||||
Settlement/curtailment | (7.1 | ) | (10.7 | ) | |||||||||||||||||||||||||||||
Projected benefit obligation at end of period | $ | 192.2 | $ | 210.1 | |||||||||||||||||||||||||||||
Change in plan assets: | |||||||||||||||||||||||||||||||||
Fair value of plan assets at beginning of period | 177.6 | 171.2 | |||||||||||||||||||||||||||||||
Actual gain on plan assets | 14.7 | 22 | |||||||||||||||||||||||||||||||
Employer contributions | 0.2 | 3.3 | |||||||||||||||||||||||||||||||
Benefits paid | (8.7 | ) | (8.2 | ) | |||||||||||||||||||||||||||||
Settlement/curtailment | (7.1 | ) | (10.7 | ) | |||||||||||||||||||||||||||||
Other | 0.7 | — | |||||||||||||||||||||||||||||||
Fair value of plan assets at end of period | 177.4 | 177.6 | |||||||||||||||||||||||||||||||
Underfunded status at end of year | $ | (14.8 | ) | $ | (32.5 | ) | |||||||||||||||||||||||||||
Components of Net Periodic Benefit Cost | ' | ||||||||||||||||||||||||||||||||
The following table shows the components of our net periodic benefit cost for the three years ended December 31, for our U.S. pension plans charged to operations: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Components of net periodic benefit cost: | |||||||||||||||||||||||||||||||||
Service cost | $ | 1.3 | $ | 1.2 | $ | 1.1 | |||||||||||||||||||||||||||
Interest cost | 7.9 | 9.3 | 4.8 | ||||||||||||||||||||||||||||||
Expected return on plan assets | (11.1 | ) | (11.2 | ) | (5.1 | ) | |||||||||||||||||||||||||||
Amortization of net prior service cost | 0.2 | 0.2 | 0.2 | ||||||||||||||||||||||||||||||
Amortization of net actuarial loss | 2.2 | 1.8 | 1.3 | ||||||||||||||||||||||||||||||
Net periodic benefit cost | $ | 0.5 | $ | 1.3 | $ | 2.3 | |||||||||||||||||||||||||||
Amounts in Accumulated Other Comprehensive Loss, Not Yet Recognized | ' | ||||||||||||||||||||||||||||||||
The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2013 are: | |||||||||||||||||||||||||||||||||
Unrecognized prior service costs | $ | 0.6 | |||||||||||||||||||||||||||||||
Unrecognized net actuarial loss | 195.2 | ||||||||||||||||||||||||||||||||
Total | $ | 195.8 | |||||||||||||||||||||||||||||||
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income | ' | ||||||||||||||||||||||||||||||||
Changes in plan assets and benefit obligations recognized in other comprehensive income in 2013 were as follows: | |||||||||||||||||||||||||||||||||
Current year actuarial loss (gain) | $ | (14.1 | ) | ||||||||||||||||||||||||||||||
Amortization of actuarial loss | (2.2 | ) | |||||||||||||||||||||||||||||||
Amortization of prior service cost | (0.2 | ) | |||||||||||||||||||||||||||||||
Total recognized in other comprehensive income | $ | (16.5 | ) | ||||||||||||||||||||||||||||||
Amounts in Accumulated Other Comprehensive Loss Expected to be Recognized in Next Fiscal Year | ' | ||||||||||||||||||||||||||||||||
The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 2014 are as follows: | |||||||||||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||||||||||
Unrecognized prior service costs | $ | 0.1 | |||||||||||||||||||||||||||||||
Unrecognized net actuarial loss | 0.9 | ||||||||||||||||||||||||||||||||
Total | $ | 1 | |||||||||||||||||||||||||||||||
Information for Plans with Accumulated Benefit Obligations in Excess of Plan Assets | ' | ||||||||||||||||||||||||||||||||
Information for plans with accumulated benefit obligations in excess of plan assets as of December 31, 2013 is as follows: | |||||||||||||||||||||||||||||||||
Accumulated benefit obligation | $ | 189.2 | |||||||||||||||||||||||||||||||
Fair value of plan assets | 177.4 | ||||||||||||||||||||||||||||||||
Weighted Average Assumptions Used to Determine Benefit Obligations | ' | ||||||||||||||||||||||||||||||||
Weighted average assumptions used to determine benefit obligations at December 31, 2013 and 2012 were as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Discount rate | 4.6 | % | 3.8 | % | |||||||||||||||||||||||||||||
Rate of compensation increase | 3 | 3.5 | |||||||||||||||||||||||||||||||
Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost | ' | ||||||||||||||||||||||||||||||||
Weighted average assumptions used to determine net periodic benefit cost for the three years ended December 31, were as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Discount rate | 3.8 | % | 4.6 | % | 4.9 | % | |||||||||||||||||||||||||||
Expected long-term rate of return | 6.5 | 6.7 | 6.7 | ||||||||||||||||||||||||||||||
Rate of compensation increase | 3.5 | 3.5 | 3.5 | ||||||||||||||||||||||||||||||
Estimated Future Benefit Payments | ' | ||||||||||||||||||||||||||||||||
We expect the following estimated future benefit payments, which reflect expected future service as appropriate, to be paid in the years indicated below: | |||||||||||||||||||||||||||||||||
Year | Amount | ||||||||||||||||||||||||||||||||
2014 | $ | 13.9 | |||||||||||||||||||||||||||||||
2015 | 10.8 | ||||||||||||||||||||||||||||||||
2016 | 12.3 | ||||||||||||||||||||||||||||||||
2017 | 12.6 | ||||||||||||||||||||||||||||||||
2018 | 12.5 | ||||||||||||||||||||||||||||||||
Thereafter | 62.8 | ||||||||||||||||||||||||||||||||
Total | $ | 124.9 | |||||||||||||||||||||||||||||||
Fair Values of Pension Plan Assets, by Asset Category and Level of Fair Values | ' | ||||||||||||||||||||||||||||||||
The fair values of our U.S. pension plan assets, by asset category and by the level of fair values at December 31, 2013, are as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Asset Category | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Fair Value | Fair Value | ||||||||||||||||||||||||||||||||
Cash and cash equivalents(1) | $ | 2.3 | $ | — | $ | 2.3 | $ | — | $ | 2.7 | $ | — | $ | 2.7 | $ | — | |||||||||||||||||
Fixed income funds(2) | 91.7 | — | 91.7 | — | 96.2 | — | 96.2 | — | |||||||||||||||||||||||||
Equity funds(3) | 77.2 | — | 77.2 | — | 72.2 | — | 72.2 | — | |||||||||||||||||||||||||
Other(4) | 6.2 | — | 6.1 | 0.1 | 6.5 | — | 0.2 | 6.3 | |||||||||||||||||||||||||
Total | $ | 177.4 | $ | — | $ | 177.3 | $ | 0.1 | $ | 177.6 | $ | — | $ | 171.3 | $ | 6.3 | |||||||||||||||||
(1) | Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates of deposit, U.S. government treasuries, commercial paper, and time deposits. | ||||||||||||||||||||||||||||||||
(2) | A diversified portfolio of publicly traded government and corporate bonds. There are no restrictions on these investments and they are valued at the net asset value of the shares held at year end, which are supported by the value of the underlying securities and by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. | ||||||||||||||||||||||||||||||||
(3) | A diversified portfolio of publicly traded domestic and international common stock. There are no restrictions on these investments, and they are valued at the net asset value of the shares held at year end, which are supported by the values of the underlying securities and by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. | ||||||||||||||||||||||||||||||||
(4) | More than 90% is invested in real estate funds with less than $0.5 million invested in alternative investments such as private equity funds, hedge funds and commodities. | ||||||||||||||||||||||||||||||||
Reconciliation of Plan Asset Measured Using Level 3 Inputs | ' | ||||||||||||||||||||||||||||||||
The following table shows the activity of our plan assets, which are measured at fair value using Level 3 inputs: | |||||||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 6.3 | |||||||||||||||||||||||||||||||
Gains on assets sold during year | 0.8 | ||||||||||||||||||||||||||||||||
(Losses) on assets still held at end of year | (0.9 | ) | |||||||||||||||||||||||||||||||
Transfers in and/or out of Level 3 | (6.1 | ) | |||||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 0.1 | |||||||||||||||||||||||||||||||
Non-U.S. Pension Plans [Member] | ' | ||||||||||||||||||||||||||||||||
Funded Status for Pension Plans | ' | ||||||||||||||||||||||||||||||||
The measurement date for the defined benefit pension plans presented below is December 31 of each period: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Change in benefit obligation: | |||||||||||||||||||||||||||||||||
Projected benefit obligation at beginning of period | $ | 1,011.80 | $ | 833.1 | |||||||||||||||||||||||||||||
Service cost | 11 | 14.9 | |||||||||||||||||||||||||||||||
Interest cost | 35.5 | 37.3 | |||||||||||||||||||||||||||||||
Actuarial loss | 34 | 149.8 | |||||||||||||||||||||||||||||||
Settlement/curtailment | (5.6 | ) | (6.8 | ) | |||||||||||||||||||||||||||||
Benefits paid | (32.3 | ) | (37.4 | ) | |||||||||||||||||||||||||||||
Employee contributions | 3.6 | 3.8 | |||||||||||||||||||||||||||||||
Other | 0.4 | (0.6 | ) | ||||||||||||||||||||||||||||||
Foreign exchange impact | 12 | 17.7 | |||||||||||||||||||||||||||||||
Projected benefit obligation at end of period | $ | 1,070.40 | $ | 1,011.80 | |||||||||||||||||||||||||||||
Change in plan assets: | |||||||||||||||||||||||||||||||||
Fair value of plan assets at beginning of period | 784 | 704.2 | |||||||||||||||||||||||||||||||
Actual gain on plan assets | 56.3 | 66.1 | |||||||||||||||||||||||||||||||
Employer contributions | 34.1 | 40.2 | |||||||||||||||||||||||||||||||
Employee contributions | 3.6 | 3.8 | |||||||||||||||||||||||||||||||
Benefits paid | (32.3 | ) | (37.4 | ) | |||||||||||||||||||||||||||||
Settlement/curtailment | (5.5 | ) | (6.5 | ) | |||||||||||||||||||||||||||||
Other | (1.1 | ) | (1.0 | ) | |||||||||||||||||||||||||||||
Foreign exchange impact | 6.7 | 14.6 | |||||||||||||||||||||||||||||||
Fair value of plan assets at end of period | 845.8 | 784 | |||||||||||||||||||||||||||||||
Underfunded status at end of year | $ | (224.6 | ) | $ | (227.8 | ) | |||||||||||||||||||||||||||
Components of Net Periodic Benefit Cost | ' | ||||||||||||||||||||||||||||||||
The following table shows the components of our net periodic benefit cost for the three years ended December 31, for our non-U.S. pension plans charged to operations: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Components of net periodic benefit cost: | |||||||||||||||||||||||||||||||||
Service cost | $ | 11 | $ | 14.9 | $ | 8.1 | |||||||||||||||||||||||||||
Interest cost | 35.5 | 37.3 | 21.9 | ||||||||||||||||||||||||||||||
Expected return on plan assets | (38.1 | ) | (41.6 | ) | (20.8 | ) | |||||||||||||||||||||||||||
Amortization of net prior service cost | 0.2 | 0.1 | 0.1 | ||||||||||||||||||||||||||||||
Amortization of net actuarial loss | 7.8 | 5 | 4.2 | ||||||||||||||||||||||||||||||
Net periodic benefit cost | $ | 16.4 | $ | 15.7 | $ | 13.5 | |||||||||||||||||||||||||||
Amounts in Accumulated Other Comprehensive Loss, Not Yet Recognized | ' | ||||||||||||||||||||||||||||||||
The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2013, are: | |||||||||||||||||||||||||||||||||
Unrecognized prior service costs | $ | 0.2 | |||||||||||||||||||||||||||||||
Unrecognized net actuarial loss | 2.1 | ||||||||||||||||||||||||||||||||
Total | $ | 2.3 | |||||||||||||||||||||||||||||||
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income | ' | ||||||||||||||||||||||||||||||||
Changes in plan assets and benefit obligations recognized in other comprehensive income in 2013 were as follows: | |||||||||||||||||||||||||||||||||
Current year actuarial loss | $ | 16.2 | |||||||||||||||||||||||||||||||
Amortization of actuarial gain | (7.9 | ) | |||||||||||||||||||||||||||||||
Amortization of prior service cost | (0.2 | ) | |||||||||||||||||||||||||||||||
Settlement/curtailment gain | (0.8 | ) | |||||||||||||||||||||||||||||||
Effects of changes in foreign currency exchange rates | 3.9 | ||||||||||||||||||||||||||||||||
Total recognized in other comprehensive income | $ | 11.2 | |||||||||||||||||||||||||||||||
Amounts in Accumulated Other Comprehensive Loss Expected to be Recognized in Next Fiscal Year | ' | ||||||||||||||||||||||||||||||||
The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 2014 are as follows: | |||||||||||||||||||||||||||||||||
Unrecognized net actuarial loss | $ | 9.5 | |||||||||||||||||||||||||||||||
Total | $ | 9.5 | |||||||||||||||||||||||||||||||
Information for Plans with Accumulated Benefit Obligations in Excess of Plan Assets | ' | ||||||||||||||||||||||||||||||||
Information for plans with accumulated benefit obligations in excess of plan assets as of December 31, 2013 is as follows: | |||||||||||||||||||||||||||||||||
Accumulated benefit obligation | $ | 829.3 | |||||||||||||||||||||||||||||||
Fair value of plan assets | 617.5 | ||||||||||||||||||||||||||||||||
Weighted Average Assumptions Used to Determine Benefit Obligations | ' | ||||||||||||||||||||||||||||||||
Weighted average assumptions used to determine benefit obligations at December 31, 2013 and 2012 were as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Discount rate | 3.8 | % | 3.7 | % | |||||||||||||||||||||||||||||
Rate of compensation increase | 2.9 | 2.8 | |||||||||||||||||||||||||||||||
Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost | ' | ||||||||||||||||||||||||||||||||
Weighted average assumptions used to determine net periodic benefit cost for the three years ended December 31, were as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Discount rate | 3.7 | % | 4.3 | % | 4.6 | % | |||||||||||||||||||||||||||
Expected long-term rate of return | 5 | 5.9 | 5.8 | ||||||||||||||||||||||||||||||
Rate of compensation increase | 2.8 | 2.8 | 2.9 | ||||||||||||||||||||||||||||||
Estimated Future Benefit Payments | ' | ||||||||||||||||||||||||||||||||
We expect the following estimated future benefit payments, which reflect expected future service as appropriate, to be paid in the years indicated: | |||||||||||||||||||||||||||||||||
Year | Amount | ||||||||||||||||||||||||||||||||
2014 | $ | 40.2 | |||||||||||||||||||||||||||||||
2015 | 35.3 | ||||||||||||||||||||||||||||||||
2016 | 36.9 | ||||||||||||||||||||||||||||||||
2017 | 38.8 | ||||||||||||||||||||||||||||||||
2018 | 40.4 | ||||||||||||||||||||||||||||||||
Thereafter | 216.8 | ||||||||||||||||||||||||||||||||
Total | $ | 408.4 | |||||||||||||||||||||||||||||||
Fair Values of Pension Plan Assets, by Asset Category and Level of Fair Values | ' | ||||||||||||||||||||||||||||||||
The fair values of our non-U.S. pension plan assets, by asset category and by the level of fair values are as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Asset Category | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Fair Value | Fair Value | ||||||||||||||||||||||||||||||||
Cash and cash equivalents(1) | $ | 8.5 | $ | 6.7 | $ | 1.8 | $ | — | $ | 7.6 | $ | 5.8 | $ | 1.8 | $ | — | |||||||||||||||||
Fixed income funds(2) | 405.7 | — | 405.7 | — | 404.2 | — | 404.2 | — | |||||||||||||||||||||||||
Equity funds(3) | 341 | — | 341 | — | 290 | — | 290 | — | |||||||||||||||||||||||||
Other(4) | 90.6 | — | 3.2 | 87.4 | 82.2 | — | 20.4 | 61.8 | |||||||||||||||||||||||||
Total | $ | 845.8 | $ | 6.7 | $ | 751.7 | $ | 87.4 | $ | 784 | $ | 5.8 | $ | 716.4 | $ | 61.8 | |||||||||||||||||
(1) | Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates of deposit, government securities, commercial paper, and time deposits. | ||||||||||||||||||||||||||||||||
(2) | Fixed income funds that invest in a diversified portfolio primarily consisting of publicly traded government bonds and corporate bonds. There are no restrictions on these investments, and they are valued at the net asset value of shares held at year end. | ||||||||||||||||||||||||||||||||
(3) | Equity funds that invest in a diversified portfolio of publicly traded domestic and international common stock, with an emphasis in European equities. There are no restrictions on these investments, and they are valued at the net asset value of shares held at year end. | ||||||||||||||||||||||||||||||||
(4) | The majority of these assets are invested in real estate funds and other alternative investments. Also includes guaranteed insurance contracts, which consists of company and employee contributions and accumulated interest income at guaranteed stated interest rates and provides for benefit payments and plan expenses. | ||||||||||||||||||||||||||||||||
Reconciliation of Plan Asset Measured Using Level 3 Inputs | ' | ||||||||||||||||||||||||||||||||
The following table shows the activity of our plan assets, which are measured at fair value using Level 3 inputs. | |||||||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 61.8 | |||||||||||||||||||||||||||||||
Gains on assets still held | 1 | ||||||||||||||||||||||||||||||||
Purchases, sales and settlements | 12.1 | ||||||||||||||||||||||||||||||||
Transfers in and/or out of Level 3 | 10.1 | ||||||||||||||||||||||||||||||||
Foreign exchange impact | 2.4 | ||||||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 87.4 | |||||||||||||||||||||||||||||||
Amounts Included in Consolidated Balance Sheets | ' | ||||||||||||||||||||||||||||||||
Amounts included on the consolidated balance sheets consisted of: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Other assets | $ | 21.7 | $ | 33.4 | |||||||||||||||||||||||||||||
Other current liabilities | (4.6 | ) | (4.5 | ) | |||||||||||||||||||||||||||||
Other liabilities | (241.7 | ) | (256.7 | ) | |||||||||||||||||||||||||||||
Net amount recognized | $ | (224.6 | ) | $ | (227.8 | ) | |||||||||||||||||||||||||||
Other Postretirement Benefit Plans Legacy Diversey [Member] | ' | ||||||||||||||||||||||||||||||||
Funded Status for Pension Plans | ' | ||||||||||||||||||||||||||||||||
The status of these plans, including a reconciliation of benefit obligations, a reconciliation of plan assets and the funded status of the plans, follows: | |||||||||||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Change in benefit obligations: | |||||||||||||||||||||||||||||||||
Benefit obligation at beginning of period | $ | 79.9 | $ | 71.1 | |||||||||||||||||||||||||||||
Service cost | 0.9 | 1 | |||||||||||||||||||||||||||||||
Interest cost | 3 | 3.3 | |||||||||||||||||||||||||||||||
Plan participants’ contributions | — | — | |||||||||||||||||||||||||||||||
Actuarial loss (gain) | (6.0 | ) | 9.2 | ||||||||||||||||||||||||||||||
Benefits paid | (5.2 | ) | (4.4 | ) | |||||||||||||||||||||||||||||
Loss due to exchange rate movements | (0.1 | ) | 0.1 | ||||||||||||||||||||||||||||||
Plan amendments | 0.6 | (0.4 | ) | ||||||||||||||||||||||||||||||
Benefit obligation at end of period | $ | 73.1 | $ | 79.9 | |||||||||||||||||||||||||||||
Change in plan assets: | |||||||||||||||||||||||||||||||||
Fair value of plan assets at beginning of period | $ | — | $ | — | |||||||||||||||||||||||||||||
Employer contribution | 5.2 | 4.4 | |||||||||||||||||||||||||||||||
Plan participants’ contribution | — | — | |||||||||||||||||||||||||||||||
Benefits paid | (5.2 | ) | (4.4 | ) | |||||||||||||||||||||||||||||
Fair value of plan assets at end of period | $ | — | $ | — | |||||||||||||||||||||||||||||
Net amount recognized: | |||||||||||||||||||||||||||||||||
Underfunded status | $ | (73.1 | ) | $ | (79.9 | ) | |||||||||||||||||||||||||||
Net amount recognized in consolidated balance sheets consists of: | |||||||||||||||||||||||||||||||||
Current liability | $ | (5.7 | ) | $ | (5.2 | ) | |||||||||||||||||||||||||||
Noncurrent liability | (67.4 | ) | (74.7 | ) | |||||||||||||||||||||||||||||
Net amount recognized | $ | (73.1 | ) | $ | (79.9 | ) | |||||||||||||||||||||||||||
Amounts recognized in accumulated other comprehensive loss consist of: | |||||||||||||||||||||||||||||||||
Net actuarial loss | $ | 6.9 | $ | 13.2 | |||||||||||||||||||||||||||||
Prior service credit | (12.1 | ) | (13.4 | ) | |||||||||||||||||||||||||||||
Total | $ | (5.2 | ) | $ | (0.2 | ) | |||||||||||||||||||||||||||
Components of Net Periodic Benefit Cost | ' | ||||||||||||||||||||||||||||||||
The components of net periodic benefit cost for the three years ended December 31 were as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Components of net periodic benefit cost: | |||||||||||||||||||||||||||||||||
Service cost | $ | 0.9 | $ | 1 | $ | 0.3 | |||||||||||||||||||||||||||
Interest cost | 3 | 3.3 | 0.8 | ||||||||||||||||||||||||||||||
Amortization of net loss | 0.4 | — | — | ||||||||||||||||||||||||||||||
Amortization of prior service credit | (0.7 | ) | (0.9 | ) | (0.1 | ) | |||||||||||||||||||||||||||
Net periodic benefit cost | $ | 3.6 | $ | 3.4 | $ | 1 | |||||||||||||||||||||||||||
Estimated Future Benefit Payments | ' | ||||||||||||||||||||||||||||||||
Expected post-retirement benefits (net of Medicare Part D subsidies) for each of the next five years and succeeding five years are as follows: | |||||||||||||||||||||||||||||||||
Year | Amount | ||||||||||||||||||||||||||||||||
2014 | $ | 5.9 | |||||||||||||||||||||||||||||||
2015 | 5.6 | ||||||||||||||||||||||||||||||||
2016 | 5.4 | ||||||||||||||||||||||||||||||||
2017 | 5.3 | ||||||||||||||||||||||||||||||||
2018 | 5.4 | ||||||||||||||||||||||||||||||||
Thereafter | 26.5 | ||||||||||||||||||||||||||||||||
Total | $ | 54.1 | |||||||||||||||||||||||||||||||
Other_PostEmployment_Benefits_1
Other Post-Employment Benefits and Other Employee Benefit Plans (Tables) (Other Postretirement Benefit Plans Legacy Diversey [Member]) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Postretirement Benefit Plans Legacy Diversey [Member] | ' | ||||||||
Accumulated Other Comprehensive Loss Expected to be Recognized as Components of Net Periodic Benefit Cost | ' | ||||||||
The amounts in accumulated other comprehensive loss at December 31, 2013 that are expected to be recognized as components of net periodic benefit cost during the next fiscal year are as follows: | |||||||||
Actuarial loss | $ | — | |||||||
Prior service (credit) | (0.8 | ) | |||||||
Transition (asset) obligation | — | ||||||||
One Percentage Point Change on Assumed Healthcare Cost | ' | ||||||||
A one percentage point change on assumed healthcare cost trend rates would have the following effect for the year ended December 31, 2013: | |||||||||
1% | 1% | ||||||||
Increase | Decrease | ||||||||
Effect on total of service and interest cost components | $ | 0.2 | $ | (0.2 | ) | ||||
Effect on post-retirement benefit obligation | 2.3 | (2.7 | ) |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Components of Earnings (Loss) from Continuing Operations Before Income Tax Provision | ' | ||||||||||||
The components of earnings (loss) from continuing operations before income tax provision were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | $ | (95.1 | ) | $ | (1,449.0 | ) | $ | (77.6 | ) | ||||
Foreign | 272.8 | (433.6 | ) | 267 | |||||||||
Total | $ | 177.7 | $ | (1,882.6 | ) | $ | 189.4 | ||||||
Components of Income Tax Provision (Benefit) | ' | ||||||||||||
The components of the income tax provision (benefit) were as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current tax expense: | |||||||||||||
Federal | $ | (4.3 | ) | $ | (8.6 | ) | $ | 35.4 | |||||
State and local | (3.9 | ) | (6.5 | ) | 5.5 | ||||||||
Foreign | 85.2 | 68.8 | 76.3 | ||||||||||
Total current | 77 | 53.7 | 117.2 | ||||||||||
Deferred tax expense (benefit) : | |||||||||||||
Federal | 3.4 | (231.2 | ) | (54.1 | ) | ||||||||
State and local | 10.3 | (24.8 | ) | (5.2 | ) | ||||||||
Foreign | (6.7 | ) | (62.4 | ) | (1.2 | ) | |||||||
Total deferred tax benefit | 7 | (318.4 | ) | (60.5 | ) | ||||||||
Total provision (benefit) | $ | 84 | $ | (264.7 | ) | $ | 56.7 | ||||||
Components of Deferred Tax Assets (Liabilities) | ' | ||||||||||||
Deferred tax assets (liabilities) consist of the following: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Settlement agreement and related accrued interest(1) | $ | 460.7 | $ | 442.3 | |||||||||
Restructuring reserves | 3.1 | 8.7 | |||||||||||
Accruals not yet deductible for tax purposes | 68.3 | 74.1 | |||||||||||
Net operating loss carry forwards | 127 | 132.6 | |||||||||||
Foreign, federal and state credits and investment tax allowances | 32.7 | 53.2 | |||||||||||
Employee benefit items | 130.6 | 129.8 | |||||||||||
Other | 20.2 | 13.2 | |||||||||||
Gross deferred tax assets | 842.6 | 853.9 | |||||||||||
Valuation allowance | (240.0 | ) | (200.0 | ) | |||||||||
Total deferred tax assets | 602.6 | 653.9 | |||||||||||
Depreciation and amortization | (51.8 | ) | (68.1 | ) | |||||||||
Unremitted foreign earnings | (135.2 | ) | (135.2 | ) | |||||||||
Intangibles | (256.0 | ) | (274.3 | ) | |||||||||
Other | (5.5 | ) | (10.0 | ) | |||||||||
Total deferred tax liabilities | (448.5 | ) | (487.6 | ) | |||||||||
Net deferred tax assets | $ | 154.1 | $ | 166.3 | |||||||||
(1) | This deferred tax asset reflects the cash portion of the Settlement agreement and related accrued interest and the fair market value of 18 million shares of our common stock at a post-split price of $17.86 per share based on the price when the Settlement agreement was reached in 2002. See Note 18, “Commitments and Contingencies,” for further discussion. | ||||||||||||
Federal Statutory Corporate Tax Rate Reconciles to Our Effective Income Tax Rate | ' | ||||||||||||
The U.S. federal statutory corporate tax rate reconciles to our effective income tax rate as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Statutory U.S. federal tax rate | 35 | % | 35 | % | 35 | % | |||||||
State income taxes, net of federal tax benefit | (1.3 | ) | 0.5 | 0.2 | |||||||||
Foreign earnings taxed at lower effective rates | (4.1 | ) | (0.8 | ) | (8.4 | ) | |||||||
Nondeductible acquisition costs | — | — | 2.9 | ||||||||||
U.S. domestic manufacturing deduction | — | — | (2.8 | ) | |||||||||
Impairment | — | (20.0 | ) | — | |||||||||
Reorganization tax benefit | (6.7 | ) | — | — | |||||||||
Net change in valuation allowance | 22.7 | (2.2 | ) | 0.8 | |||||||||
Net change in unrecognized tax benefits | 2 | 1.9 | 0.4 | ||||||||||
Other | (0.3 | ) | (0.3 | ) | 1.8 | ||||||||
Effective income tax rate | 47.3 | % | 14.1 | % | 29.9 | % | |||||||
Unrecognized Tax Benefits and Effect on Effective Income Tax Rate | ' | ||||||||||||
We are providing the following disclosures related to our unrecognized tax benefits and the effect on our effective income tax rate if recognized: | |||||||||||||
Unrecognized tax benefits at January 1, 2013 | $ | 233.2 | |||||||||||
Additions for tax positions of current year | 7.5 | ||||||||||||
Additions for tax positions of prior years | 5 | ||||||||||||
Reductions for tax positions of prior years | (23.8 | ) | |||||||||||
Unrecognized tax benefits at December 31, 2013 | $ | 221.9 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Estimated Future Cash Outlays Related to Principal Contractual Obligations | ' | ||||
The estimated future cash outlays are as follows: | |||||
Year | Amount | ||||
2014 | $ | 182.5 | |||
2015 | 106.9 | ||||
2016 | 72.7 | ||||
2017 | 42.2 | ||||
2018 | 13.3 | ||||
Thereafter | 16.7 | ||||
Total | $ | 434.3 | |||
Estimated Future Minimum Annual Rental Commitments Under Non-Cancelable Real and Personal Property Leases | ' | ||||
At December 31, 2013, estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows: | |||||
Year | Amount | ||||
2014 | $ | 64.4 | |||
2015 | 46.7 | ||||
2016 | 30.6 | ||||
2017 | 18.8 | ||||
2018 | 11.1 | ||||
Thereafter | 23.3 | ||||
Total | $ | 194.9 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||
Summary of Cash Dividends Paid | ' | ||||||||||||||||||||
The following table shows our total cash dividends paid in the three years ended December 31: | |||||||||||||||||||||
Total Cash | Total Cash Dividends | ||||||||||||||||||||
Dividends Paid | Paid Per Common | ||||||||||||||||||||
Share | |||||||||||||||||||||
2011 | $ | 87.4 | $ | 0.52 | |||||||||||||||||
2012 | 100.9 | 0.52 | |||||||||||||||||||
2013 | 102 | 0.52 | |||||||||||||||||||
Total | $ | 290.3 | |||||||||||||||||||
Summary of Changes in Common Stock | ' | ||||||||||||||||||||
The following is a summary of changes during the three years ended December 31, 2013 in shares of our common stock: | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Changes in common stock: | |||||||||||||||||||||
Number of shares, beginning of year | 204,660,621 | 202,528,616 | 169,272,636 | ||||||||||||||||||
Shares issued as part of the consideration for the Diversey acquisition | — | — | 31,699,946 | ||||||||||||||||||
Shares awarded for 2009 Two-Year PSU awards | — | — | 1,114,139 | ||||||||||||||||||
Shares awarded for 2009 Three-Year PSU awards | — | 1,155,018 | — | ||||||||||||||||||
Shares awarded for 2010 Three-year PSU awards | 472,865 | ||||||||||||||||||||
Restricted stock shares issued for new awards under the 2005 Contingent Stock Plan | 398,230 | 703,620 | 308,650 | ||||||||||||||||||
Shares granted and issued under the Directors Stock Plan | 25,993 | 37,824 | 18,630 | ||||||||||||||||||
Restricted stock shares issued for SLO awards | 51,321 | 135,343 | 24,515 | ||||||||||||||||||
Shares issued for vested restricted stock units | 98,550 | 100,200 | 90,100 | ||||||||||||||||||
Number of shares issued, end of year | 205,707,580 | 204,660,621 | 202,528,616 | ||||||||||||||||||
Changes in common stock in treasury: | |||||||||||||||||||||
Number of shares held, beginning of year | 10,102,952 | 10,466,431 | 9,967,129 | ||||||||||||||||||
Purchase of shares during the period | — | — | — | ||||||||||||||||||
Profit sharing contribution partially paid in stock | (857,754 | ) | (930,089 | ) | — | ||||||||||||||||
Restricted stock, withheld or forfeited | 263,710 | 566,610 | 499,302 | ||||||||||||||||||
Number of shares held, end of year | 9,508,908 | 10,102,952 | 10,466,431 | ||||||||||||||||||
Non-vested Awards under 2005 Contingent Stock Plan | ' | ||||||||||||||||||||
The following tables show the details of the non-vested awards under the 2005 Contingent Stock Plan, excluding SLO and PSU awards: | |||||||||||||||||||||
Non-vested Restricted Stock Shares Awards | 2013 | Weighted-Average per | |||||||||||||||||||
Share Market Value | |||||||||||||||||||||
on Grant Date | |||||||||||||||||||||
Number of non-vested restricted stock shares, beginning of year | 1,386,830 | $ | 20.08 | ||||||||||||||||||
Restricted stock shares issued for new awards during the year | 398,230 | 27.12 | |||||||||||||||||||
Restricted stock shares vested during the year | (347,610 | ) | 21.97 | ||||||||||||||||||
Restricted stock shares forfeited during the year | (40,100 | ) | 21.43 | ||||||||||||||||||
Number of non-vested restricted stock shares, end of year | 1,397,350 | $ | 21.76 | ||||||||||||||||||
The non-vested restricted stock shares included above had a weighted-average remaining contractual life of approximately 1.6 years at December 31, 2013. | |||||||||||||||||||||
Non-vested Restricted Stock Units Awards | 2013 | Weighted-Average per | |||||||||||||||||||
Share Market Value | |||||||||||||||||||||
on Grant Date | |||||||||||||||||||||
Number of non-vested restricted stock units, beginning of year | 420,800 | $ | 20.23 | ||||||||||||||||||
Restricted stock units issued for new awards during the year | 187,595 | 27.94 | |||||||||||||||||||
Restricted stock units vested during the year | (98,550 | ) | 23.48 | ||||||||||||||||||
Restricted stock units forfeited during the year | (3,500 | ) | 18.17 | ||||||||||||||||||
Number of non-vested restricted stock units, end of year | 506,345 | $ | 22.92 | ||||||||||||||||||
The non-vested restricted stock units included above had a weighted-average remaining contractual life of approximately 1.7 years at December 31, 2013. | |||||||||||||||||||||
Non-vested Cash Awards | 2013 | ||||||||||||||||||||
Number of non-vested cash awards, beginning of year | 131,680 | ||||||||||||||||||||
Cash awards issued for new awards during the year | 58,348 | ||||||||||||||||||||
Cash awards vested during the year | (13,950 | ) | |||||||||||||||||||
Cash awards forfeited during the year | (5,230 | ) | |||||||||||||||||||
Number of non-vested cash awards, end of year | 170,848 | ||||||||||||||||||||
Summary of Changes in Common Shares Available for Awards under 2005 Contingent Stock Plan | ' | ||||||||||||||||||||
A summary of the changes in common shares available for awards under the 2005 Contingent Stock Plan follows: | |||||||||||||||||||||
2013(1) | 2012(1) | 2011(1) | |||||||||||||||||||
Number of shares available, beginning of year | 6,426,953 | 7,909,064 | 4,997,297 | ||||||||||||||||||
Additional restricted stock shares available due to 2011 amendment to the 2005 Contingent Stock Plan | — | — | 4,000,000 | ||||||||||||||||||
Restricted stock shares issued for new awards | (398,230 | ) | (703,620 | ) | (308,650 | ) | |||||||||||||||
Restricted stock units awarded | (187,595 | ) | (191,700 | ) | (133,650 | ) | |||||||||||||||
Restricted stock shares issued for SLO awards | (21,505 | ) | (3,788 | ) | (6,080 | ) | |||||||||||||||
Restricted stock units awarded for SLO awards | (51,033 | ) | (6,795 | ) | (28,516 | ) | |||||||||||||||
Shares issued for 2009 Two-year PSU awards | — | — | (1,114,139 | ) | |||||||||||||||||
Shares issued for 2009 Three-year PSU awards | — | (1,155,018 | ) | — | |||||||||||||||||
Shares issued for 2010 Three-year PSU awards | (472,865 | ) | — | — | |||||||||||||||||
Restricted stock shares forfeited | 40,100 | 41,700 | 41,400 | ||||||||||||||||||
Restricted stock units forfeited | 3,500 | 12,200 | 3,500 | ||||||||||||||||||
Shares withheld for taxes | 223,610 | 524,910 | 457,902 | ||||||||||||||||||
Number of shares available, end of year | 5,562,935 | 6,426,953 | 7,909,064 | ||||||||||||||||||
Weighted average per share market value of awards on grant date | $ | 27.2 | $ | 17.19 | $ | 24.93 | |||||||||||||||
(1) | The SLO and PSU awards are discussed below. | ||||||||||||||||||||
Summary of Changes in Shares Available for 2002 Directors Stock Plan | ' | ||||||||||||||||||||
A summary of the changes in shares available for the 2002 Directors Stock Plan follows: | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Number of shares available, beginning of year | 161,399 | 223,156 | 49,548 | ||||||||||||||||||
Additional shares available due to 2011 amendment to the Directors Stock Plan | — | — | 200,000 | ||||||||||||||||||
Shares granted and issued | (25,993 | ) | (37,824 | ) | (18,630 | ) | |||||||||||||||
Shares granted and deferred | (21,642 | ) | (23,933 | ) | (7,762 | ) | |||||||||||||||
Number of shares available, end of year | 113,764 | 161,399 | 223,156 | ||||||||||||||||||
Weighted average per share market value of stock on grant date | $ | 23.62 | $ | 16.26 | $ | 25.77 | |||||||||||||||
Total Share-based Compensation Expense | ' | ||||||||||||||||||||
The table below shows our total share-based incentive compensation expense: | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
2013 Three-year PSU Awards | $ | 4.4 | $ | — | $ | — | |||||||||||||||
2013 WVH Incentive Compensation(1) | 2.5 | — | — | ||||||||||||||||||
2012 Three-year PSU Awards | 2.4 | 1.9 | — | ||||||||||||||||||
2012 President & COO Four-year Incentive Compensation(2) | 0.6 | 0.2 | — | ||||||||||||||||||
2011 Three-year PSU Awards | (1.2 | ) | 1.7 | 3 | |||||||||||||||||
2010 Three-year PSU Awards | 0.1 | 0.9 | 6 | ||||||||||||||||||
2009 Two-year PSU Awards | — | — | (0.7 | ) | |||||||||||||||||
2009 Three-year PSU Awards | — | — | 7.4 | ||||||||||||||||||
SLO Awards | 2.8 | 0.7 | 0.3 | ||||||||||||||||||
Other long-term share-based incentive compensation programs | 12.5 | 11.5 | 9 | ||||||||||||||||||
Total share-based incentive compensation expense(3) | $ | 24.1 | $ | 16.9 | $ | 25 | |||||||||||||||
Associated tax benefits recognized | $ | 7.8 | $ | 6.2 | $ | 9.3 | |||||||||||||||
(1) | On February 28, 2013, the Organization and Compensation Committee of our Board of Directors (“O&C Committee”) approved a change in the vesting policy regarding the existing 2011 Three-year PSU awards, and the newly granted 2013 three-year PSU awards, for William V. Hickey, our former Chairman and Chief Executive Officer. The approved change will result in the full vesting of the awards, rather than a pro-rata portion vesting as of the date of his retirement (May 16, 2013). Mr. Hickey’s awards will still be subject to the performance metrics stipulated in the plan documents, and will be paid-out in accordance with the original planned timing. As a result of these approved changes, the expense related to these awards was accelerated and recognized over the applicable service period up until the date of his retirement. We recognized share-based compensation expense related to these awards of $2.5 million in the year ended December 31, 2013. | ||||||||||||||||||||
(2) | The amount includes only the two initial equity awards. See below for further detail. | ||||||||||||||||||||
(3) | The amounts do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation. | ||||||||||||||||||||
Estimated Amount of Total Share-based Compensation Expense | ' | ||||||||||||||||||||
The following table shows the estimated amount of total share-based incentive compensation expense expected to be recognized on a straight-line basis over the remaining respective vesting periods by program at December 31, 2013: | |||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | Total | |||||||||||||||||
2013 Three-year PSU Awards | $ | 4 | $ | 4 | $ | — | $ | — | $ | 8 | |||||||||||
2012 Three-year PSU Awards | 1.7 | — | — | — | 1.7 | ||||||||||||||||
2012 President & COO Four-year Incentive Compensation | 0.4 | 0.3 | 0.2 | — | 0.9 | ||||||||||||||||
SLO Awards | 0.7 | — | — | — | 0.7 | ||||||||||||||||
Other long-term share-based incentive compensation programs | 12.5 | 8 | 3.5 | 0.2 | 24.2 | ||||||||||||||||
Total share-based incentive compensation expense (1) | $ | 19.3 | $ | 12.3 | $ | 3.7 | $ | 0.2 | $ | 35.5 | |||||||||||
(1) | The amounts do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as such these contributions are not considered share-based incentive compensation. |
Other_Expense_net_Tables
Other Expense, net (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Other Income And Expenses [Abstract] | ' | ||||||||||||
Details of Other Expense, Net | ' | ||||||||||||
The following table provides details of other expense, net: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Interest and dividend income | $ | 11 | $ | 12 | $ | 9 | |||||||
Net foreign exchange transaction losses | (10.5 | ) | (13.4 | ) | (20.2 | ) | |||||||
Bank fee expense | (6.8 | ) | (5.2 | ) | (4.0 | ) | |||||||
Settlement agreement and related costs | (1.0 | ) | (0.7 | ) | (0.9 | ) | |||||||
Noncontrolling interests | 0.9 | 2.6 | 3.2 | ||||||||||
Costs associated with our accounts receivable securitization program | (0.7 | ) | (0.7 | ) | (0.7 | ) | |||||||
Gain on sale of a North American facility | — | — | 3.9 | ||||||||||
Other, net | (4.8 | ) | (4.0 | ) | (4.8 | ) | |||||||
Other expense, net | $ | (11.9 | ) | $ | (9.4 | ) | $ | (14.5 | ) | ||||
Net_Earnings_Loss_per_Common_S1
Net Earnings (Loss) per Common Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Calculation of Basic and Diluted Net Earnings (Loss) Per Common Share | ' | ||||||||||||
The following table sets forth the calculation of basic and diluted net earnings (loss) per common share under the two-class method for the three years ended December 31, 2013 in millions, except per share data: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Basic Net Earnings (Loss) Per Common Share: | |||||||||||||
Numerator | |||||||||||||
Net earnings (loss) available to common stockholders | $ | 124.2 | $ | (1,410.3 | ) | $ | 149.1 | ||||||
Distributed and allocated undistributed net earnings (loss) to non-vested restricted stockholders | (0.6 | ) | (0.5 | ) | (0.9 | ) | |||||||
Distributed and allocated undistributed net earnings (loss) to common stockholders | 123.6 | (1,410.8 | ) | 148.2 | |||||||||
Distributed net earnings — dividends paid to common stockholders | (101.3 | ) | (100.4 | ) | (86.8 | ) | |||||||
Allocation of undistributed net earnings (loss) to common stockholders | $ | 22.3 | $ | (1,511.2 | ) | $ | 61.4 | ||||||
Denominator | |||||||||||||
Weighted average number of common shares outstanding — basic | 194.6 | 192.8 | 167 | ||||||||||
Basic net earnings (loss) per common share: | |||||||||||||
Distributed net earnings (loss) to common stockholders | $ | 0.52 | $ | 0.52 | $ | 0.52 | |||||||
Allocated undistributed net earnings (loss) to common stockholders | 0.12 | (7.83 | ) | 0.37 | |||||||||
Basic net earnings (loss) per common share: | $ | 0.64 | $ | (7.31 | ) | $ | 0.89 | ||||||
Diluted Net Earnings (Loss) Per Common Share: | |||||||||||||
Numerator | |||||||||||||
Distributed and allocated undistributed net earnings (loss) to common stockholders | $ | 123.6 | $ | (1,410.8 | ) | $ | 148.2 | ||||||
Add: Allocated undistributed net earnings (loss) to non-vested restricted stockholders | 0.1 | — | 0.4 | ||||||||||
Less: Undistributed net earnings (loss) reallocated to non-vested restricted stockholders | (0.1 | ) | — | (0.3 | ) | ||||||||
Net earnings (loss) available to common stockholders — diluted | $ | 123.6 | $ | (1,410.8 | ) | $ | 148.3 | ||||||
Denominator(1) | |||||||||||||
Weighted average number of common shares outstanding — basic | 194.6 | 192.8 | 167 | ||||||||||
Effect of assumed issuance of Settlement agreement shares | 18 | — | 18 | ||||||||||
Effect of non-vested restricted stock units | 0.9 | — | 0.4 | ||||||||||
Weighted average number of common shares outstanding — diluted | 213.5 | 192.8 | 185.4 | ||||||||||
Diluted net earnings (loss) per common share | $ | 0.58 | $ | (7.31 | ) | $ | 0.8 | ||||||
(1) | Provides for the following items if their inclusion is dilutive: (i) the effect of assumed issuance of 18 million shares of common stock reserved for the Settlement agreement as defined and (ii) the effect of non-vested restricted stock and restricted stock units using the treasury stock method. In calculating diluted net (loss) earnings per common share for 2012, our diluted weighted average number of common shares outstanding excludes the effect of the items mentioned above as the effect was anti-dilutive. |
Organization_and_Nature_of_Ope1
Organization and Nature of Operations - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Subsidiary | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' |
Number of wholly-owned subsidiaries | 3 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies and Recently Issued Accounting Standards - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 |
Bank | European Accounts Receivable Securitization And Purchase Program [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Restatement Adjustment [Member] | Previously Reported [Member] | |||
Bank | Machinery and equipment [Member] | Buildings [Member] | Other Property and Equipment [Member] | Machinery and equipment [Member] | Buildings [Member] | Other Property and Equipment [Member] | ||||||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Misclassification adjustment of non-current deferred tax assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $105.50 | ' |
Misclassification adjustment of non-current deferred tax liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105.5 | ' |
Non-current deferred tax assets | 63.1 | 150.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 255.8 |
Non-current deferred tax liabilities | 278.6 | 366.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 472.5 |
Charges for rebates and other allowances | 9.00% | 9.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development costs | $133 | $135 | $105 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefits realization percentage upon settlement | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of banks involved in sale of fractional ownership interest of accounts receivable | 2 | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life | ' | ' | ' | ' | ' | '5 years | '20 years | '2 years | ' | '10 years | '40 years | '10 years | ' | ' |
Finite lived identifiable intangible assets useful life | '9 years 6 months | ' | ' | ' | '3 years | ' | ' | ' | '15 years | ' | ' | ' | ' | ' |
Percentage of identifiable intangible assets in consolidated total assets | 11.00% | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Divestitures_Additional_Inform
Divestitures - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 06, 2013 | Dec. 31, 2013 | Nov. 14, 2012 | Dec. 31, 2012 |
Rigid Medical Packaging Business [Member] | Rigid Medical Packaging Business [Member] | Diversey Japan [Member] | Diversey Japan [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' |
Sale of businesses | ' | ' | $125 | ' | $323 | ' |
Cash proceeds, net after transaction costs | ' | ' | 122 | ' | 313 | ' |
Pre-tax gain on the sale of operations | ' | ' | ' | 40.2 | ' | 210.8 |
Net gain on the sale of operations | 22.9 | 178.9 | ' | 22.9 | ' | 178.9 |
Transaction costs | ' | ' | ' | ' | $10 | ' |
Divestitures_Schedule_of_Finan
Divestitures - Schedule of Financial Information from Discontinued Operations (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Net earnings from discontinued operations | $7.60 | $28.70 | $16.40 |
Net gain on sale of discontinued operations | 22.9 | 178.9 | ' |
Rigid Medical Packaging Business [Member] | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Net sales | 89.6 | 88.9 | 83.6 |
Operating profit | 11.4 | 10.6 | 8.6 |
Earnings before income tax provision | 11.1 | 10.6 | 8.6 |
Income tax provision | 3.5 | 2.8 | 2.8 |
Net earnings from discontinued operations | 7.6 | 7.8 | 5.8 |
Gain on sale of discontinued operations before income tax provision | 40.2 | ' | ' |
Income tax provision on sale | 17.3 | ' | ' |
Net gain on sale of discontinued operations | 22.9 | ' | ' |
Diversey Japan [Member] | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Net sales | ' | 273.5 | 90 |
Operating profit | ' | 34.1 | 17.9 |
Earnings before income tax provision | ' | 33 | 18.1 |
Income tax provision | ' | 12.1 | 7.5 |
Net earnings from discontinued operations | ' | 20.9 | 10.6 |
Gain on sale of discontinued operations before income tax provision | ' | 210.8 | ' |
Income tax provision on sale | ' | 31.9 | ' |
Net gain on sale of discontinued operations | ' | $178.90 | ' |
Divestitures_Carrying_Value_of
Divestitures - Carrying Value of Assets and Liabilities for Discontinued Operations (Detail) (USD $) | Dec. 31, 2012 |
In Millions, unless otherwise specified | |
Assets: | ' |
Assets held for sale | $87.30 |
Liabilities: | ' |
Liabilities held for sale | 8.9 |
Rigid Medical Packaging Business [Member] | ' |
Assets: | ' |
Trade receivables, net | 11.7 |
Other receivables | 0.4 |
Inventories | 7.5 |
Other current assets | 0.8 |
Property and equipment, net | 18.6 |
Goodwill | 40.2 |
Intangible assets, net | 8.1 |
Assets held for sale | 87.3 |
Liabilities: | ' |
Accounts payable | 3.6 |
Other current liabilities | 3.9 |
Other liabilities | 1.4 |
Liabilities held for sale | $8.90 |
Acquisition_of_Diversey_Holdin2
Acquisition of Diversey Holdings, Inc. - Additional Information (Detail) (Diversey [Member], USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended |
Share data in Millions, unless otherwise specified | Oct. 03, 2011 | Sep. 30, 2011 | Dec. 31, 2011 |
Diversey [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Percentage of interest acquired in business combination | 100.00% | ' | ' |
Cash payment received by Diversey shareholders | $2,100,000,000 | ' | ' |
Number of common stock shares received by Diversey shareholders | 31.7 | ' | ' |
Repayment of existing indebtedness of Diversey | 1,600,000,000 | ' | ' |
Non-recurring pro forma adjustments include the removal of costs related to the acquisition | ' | ' | 70,000,000 |
Acquisition costs | ' | 6,000,000 | ' |
Removal of the step-up in inventories, net | ' | $12,000,000 | ' |
Acquisition_of_Diversey_Holdin3
Acquisition of Diversey Holdings, Inc. - Supplemental Pro Forma of Financial Information (Detail) (Rigid Medical Packaging Business [Member], Diversey [Member], USD $) | 12 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2011 |
Rigid Medical Packaging Business [Member] | Diversey [Member] | ' |
Business Acquisition [Line Items] | ' |
Net sales | $7,701.40 |
Operating profit | 578.4 |
Net earnings from continuing operations | $100.30 |
Weighted average number of common shares outstanding: | ' |
Basic | 190.8 |
Diluted | 209.2 |
Net earnings per common share: | ' |
Basic | $0.53 |
Diluted | $0.48 |
Segments_Additional_Informatio
Segments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 3 |
Segments_Net_Sales_and_Adjuste
Segments - Net Sales and Adjusted EBITDA of Reportable Segments (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | $7,690.80 | $7,559.20 | $5,467.30 |
Adjusted EBITDA | 1,038 | 980.7 | 755.9 |
Adjusted EBITDA margin | 13.50% | 13.00% | 13.80% |
Operating Segments [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 7,585 | 7,456.30 | 5,371.90 |
Adjusted EBITDA | 1,115.70 | 1,063 | 835.2 |
Adjusted EBITDA margin | 14.70% | 14.30% | 15.50% |
Operating Segments [Member] | Food Care [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 3,814.20 | 3,744 | 3,242.30 |
Adjusted EBITDA | 613.9 | 577.7 | 532.3 |
Adjusted EBITDA margin | 16.10% | 15.40% | 16.40% |
Operating Segments [Member] | Diversey Care [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 2,160.80 | 2,131.90 | 534.6 |
Adjusted EBITDA | 237.3 | 217.9 | 39.8 |
Adjusted EBITDA margin | 11.00% | 10.20% | 7.40% |
Operating Segments [Member] | Product Care [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 1,610 | 1,580.40 | 1,595 |
Adjusted EBITDA | 264.5 | 267.4 | 263.1 |
Adjusted EBITDA margin | 16.40% | 16.90% | 16.50% |
Other [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 105.8 | 102.9 | 95.4 |
Adjusted EBITDA | ($77.70) | ($82.30) | ($79.30) |
Adjusted EBITDA margin | -73.40% | -80.00% | -83.10% |
Segments_Reconciliation_of_Non
Segments - Reconciliation of Non-U.S.GAAP Adjusted EBITDA to U.S.GAAP Net Earnings (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting [Abstract] | ' | ' | ' |
Non-U.S. GAAP Total Company Adjusted EBITDA | $1,038 | $980.70 | $755.90 |
Depreciation and amortization | -307.5 | -317.1 | -208.3 |
Special items: | ' | ' | ' |
Write-down of non-strategic assets included in depreciation and amortization | 5.3 | 0.8 | ' |
Impairment of goodwill and other intangible assets | ' | -1,892.30 | ' |
Restructuring and other charges | -73.8 | -142.5 | -52.2 |
Other restructuring associated costs included in cost of sales and selling general and administrative expenses | -32 | -38.9 | -3.9 |
SARs | -38.1 | -18.4 | ' |
Costs related to the acquisition and integration of Diversey | -1.1 | -7.4 | -64.8 |
Impairment of equity method investment in 2013 and 2012 including related bad debt write-down of $2.3 million in 2012 | -2.1 | -25.8 | ' |
Foreign currency exchange losses related to Venezuelan subsidiaries | -13.1 | -0.4 | -0.3 |
Loss on debt redemption | -36.3 | -36.9 | ' |
Settlement agreement related costs | -1 | -0.7 | -0.9 |
Additional cost of sales for the step-up in inventories, net related to the Diversey acquisition in 2011 | ' | ' | -10.8 |
Legacy Diversey non-recurring charges in 2011 | ' | ' | -12.6 |
Gain on sale of facility in 2011 | ' | ' | 3.9 |
Other expense, net | 0.4 | 1 | ' |
Interest expense | -361 | -384.7 | -216.6 |
Income tax provision (benefit) | 84 | -264.7 | 56.7 |
Net earnings (loss) from continuing operations | $93.70 | ($1,617.90) | $132.70 |
Segments_Reconciliation_of_Non1
Segments - Reconciliation of Non-U.S.GAAP Adjusted EBITDA to U.S.GAAP Net Earnings (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Bad debt write-down | ' | $2.30 | ' |
Depreciation and amortization | 307.5 | 317.1 | 208.3 |
Impairment of goodwill and other intangible assets | ' | 1,892.30 | ' |
Restructuring and other charges | 73.8 | 142.5 | 52.2 |
Operating Segments [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Depreciation and amortization | 288.9 | 305.5 | 189.3 |
Other [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Depreciation and amortization | 18.6 | 11.6 | 19 |
Impairment of goodwill and other intangible assets | ' | 22.2 | ' |
Restructuring and other charges | 0.1 | 0.7 | ' |
Food Care [Member] | Operating Segments [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Depreciation and amortization | 118.4 | 140 | 113.7 |
Impairment of goodwill and other intangible assets | ' | 543.4 | ' |
Restructuring and other charges | 25.1 | 72 | 13.1 |
Diversey Care [Member] | Operating Segments [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Depreciation and amortization | 132.3 | 127.6 | 34.7 |
Impairment of goodwill and other intangible assets | ' | 1,326.70 | ' |
Restructuring and other charges | 32.2 | 53.1 | 39.5 |
Product Care [Member] | Operating Segments [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Depreciation and amortization | 38.2 | 37.9 | 40.9 |
Impairment of goodwill and other intangible assets | ' | ' | ' |
Restructuring and other charges | $16.40 | $16.70 | ($0.40) |
Segments_Assets_by_Reportable_
Segments - Assets by Reportable Segments (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Millions, unless otherwise specified | ||||
Trade receivables, net, and finished goods inventories, net | ' | ' | ' | ' |
Total segments and other | $1,640.90 | $1,753 | ' | ' |
Assets not allocated | ' | ' | ' | ' |
Cash and cash equivalents | 992.4 | 679.6 | 703.6 | 675.6 |
Property and equipment, net | 1,134.50 | 1,194.20 | ' | ' |
Goodwill | 3,114.60 | 3,151.20 | ' | ' |
Intangibles, net | 1,016.90 | 1,131.60 | ' | ' |
Assets held for sale | ' | 87.3 | ' | ' |
Total assets | 9,134.20 | 9,331.70 | ' | ' |
Food Care [Member] | ' | ' | ' | ' |
Assets not allocated | ' | ' | ' | ' |
Goodwill | 625.7 | 629.7 | ' | ' |
Diversey Care [Member] | ' | ' | ' | ' |
Assets not allocated | ' | ' | ' | ' |
Goodwill | 1,111.10 | 1,143.10 | ' | ' |
Product Care [Member] | ' | ' | ' | ' |
Assets not allocated | ' | ' | ' | ' |
Goodwill | 1,372.80 | 1,372.70 | ' | ' |
Operating Segments [Member] | Food Care [Member] | ' | ' | ' | ' |
Trade receivables, net, and finished goods inventories, net | ' | ' | ' | ' |
Total segments and other | 768.5 | 811.9 | ' | ' |
Operating Segments [Member] | Diversey Care [Member] | ' | ' | ' | ' |
Trade receivables, net, and finished goods inventories, net | ' | ' | ' | ' |
Total segments and other | 543 | 587.8 | ' | ' |
Operating Segments [Member] | Product Care [Member] | ' | ' | ' | ' |
Trade receivables, net, and finished goods inventories, net | ' | ' | ' | ' |
Total segments and other | 310.1 | 331.3 | ' | ' |
Other [Member] | ' | ' | ' | ' |
Trade receivables, net, and finished goods inventories, net | ' | ' | ' | ' |
Total segments and other | 19.3 | 22 | ' | ' |
Segment Reconciling Items [Member] | ' | ' | ' | ' |
Assets not allocated | ' | ' | ' | ' |
Cash and cash equivalents | 992.4 | 679.6 | ' | ' |
Property and equipment, net | 1,134.50 | 1,194.20 | ' | ' |
Goodwill | 3,114.60 | 3,151.20 | ' | ' |
Intangibles, net | 1,016.90 | 1,131.60 | ' | ' |
Assets held for sale | ' | 87.3 | ' | ' |
Other assets | $1,234.90 | $1,334.80 | ' | ' |
Segments_Geographic_Informatio
Segments - Geographic Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Net sales | $7,690.80 | $7,559.20 | $5,467.30 |
Long-Lived Assets | 5,653.40 | 5,892.10 | 7,900.70 |
United States [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Net sales | 2,729.70 | 2,684.70 | 2,279.60 |
Long-Lived Assets | 2,918 | 2,985 | 4,536.30 |
Canada [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Net sales | 277.2 | 267.7 | 172.6 |
Long-Lived Assets | 93 | 105.8 | 48 |
Europe [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Net sales | 2,447.80 | 2,416.50 | 1,581.90 |
Long-Lived Assets | 1,591.50 | 1,643.20 | 1,945.30 |
Latin America [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Net sales | 824.3 | 799.7 | 545.7 |
Long-Lived Assets | 233.6 | 259.8 | 385.4 |
AMAT [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Net sales | 846.8 | 794.4 | 346 |
Long-Lived Assets | 650 | 699.8 | 815.8 |
JANZ [Member] | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Net sales | 565 | 596.2 | 541.5 |
Long-Lived Assets | $167.30 | $198.50 | $169.90 |
Segments_Geographic_Informatio1
Segments - Geographic Information (Parenthetical) (Detail) | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting [Abstract] | ' | ' |
Maximum percentage of net sales in any one non-U.S. country | 10.00% | 10.00% |
Maximum percentage of long-lived assets in any one non-U.S. country | 10.00% | 10.00% |
Inventories_Inventories_and_Re
Inventories - Inventories and Reduction of Certain Inventories to LIFO Basis (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Inventory Net [Abstract] | ' | ' |
Raw materials | $116.60 | $124.20 |
Work in process | 110.9 | 117 |
Finished goods | 514.5 | 539.1 |
Subtotal (at FIFO) | 742 | 780.3 |
Reduction of certain inventories to LIFO basis | -53.6 | -51.4 |
Total | $688.40 | $728.90 |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Inventory Net [Abstract] | ' | ' |
U.S. inventories determined by LIFO method | $101 | $104 |
Property_and_Equipment_net_Sch
Property and Equipment, net - Schedule of Property and Equipment, Net (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Property Plant And Equipment Net [Abstract] | ' | ' |
Land and improvements | $135.80 | $139.40 |
Buildings | 729.6 | 704.8 |
Machinery and equipment | 2,488.40 | 2,531.30 |
Other property and equipment | 164.8 | 145.9 |
Construction-in-progress | 107.1 | 85.7 |
Property and equipment, gross | 3,625.70 | 3,607.10 |
Accumulated depreciation and amortization | -2,491.20 | -2,412.90 |
Property and equipment, net | $1,134.50 | $1,194.20 |
Property_and_Equipment_net_Int
Property and Equipment, net - Interest Cost Capitalized and Depreciation and Amortization Expense for Property and Equipment (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property Plant And Equipment [Abstract] | ' | ' | ' |
Interest cost capitalized | $4.90 | $5.50 | $4.20 |
Depreciation and amortization expense for property and equipment | $160.20 | $167.50 | $144.30 |
Goodwill_and_Identifiable_Inta2
Goodwill and Identifiable Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2013 |
Goodwill [Line Items] | ' | ' | ' | ' |
Number of steps for goodwill impairment test | 'Two | ' | ' | ' |
Goodwill impairment loss | ' | ' | $1,100 | ' |
Pre-tax impairment charge of indefinite lived intangible assets | ' | ' | 189 | ' |
Reduction of pre-tax goodwill impairment charge | ' | 326 | ' | ' |
Carrying value of remaining goodwill | 3,114.60 | 3,151.20 | ' | 3,114.60 |
Remaining weighted average useful life of finite-lived intangible assets | ' | ' | ' | '9 years 6 months |
Food Care [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Carrying value of remaining goodwill | 625.7 | 629.7 | ' | 625.7 |
Diversey Care [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill impairment loss | ' | 97 | ' | ' |
Fair value of reporting unit | ' | 12.00% | ' | 12.00% |
Carrying value of remaining goodwill | 1,111.10 | 1,143.10 | ' | 1,111.10 |
Percentage of estimated fair value exceeding carrying value | 27.00% | ' | ' | 27.00% |
Food & Beverage - Hygiene Solutions [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill impairment loss | ' | 174 | ' | ' |
Food Care - Hygiene Solutions [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Percentage of estimated fair value exceeding carrying value | 91.00% | ' | ' | 91.00% |
Percentage increase in fair value to carrying value of assets resulting from goodwill impairment test | ' | 8.00% | ' | ' |
Trademarks and trade names [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Pre-tax impairment charge of indefinite lived intangible assets | ' | 441 | 189 | ' |
Indefinite-lived intangible Assets (excluding goodwill) | 251 | ' | ' | 251 |
Trademarks and trade names [Member] | Food Care [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Pre-tax impairment charge of indefinite lived intangible assets | ' | 140 | ' | ' |
Trademarks and trade names [Member] | Diversey Care [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Pre-tax impairment charge of indefinite lived intangible assets | ' | 301 | ' | ' |
Customer relationships [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Pre-tax impairment charge of finite lived intangible assets | ' | 149 | ' | ' |
Customer relationships [Member] | Diversey Care [Member] | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill impairment loss | ' | $0 | ' | ' |
Goodwill_and_Identifiable_Inta3
Goodwill and Identifiable Intangible Assets - Summary of Goodwill Balances by Segment Reporting Structure (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill [Line Items] | ' | ' |
Impact of Foreign Currency Translation | ($36.60) | ' |
Gross Carrying Value | 4,205.60 | 4,242.20 |
Accumulated Impairment | -1,091 | -1,091 |
Carrying Value | 3,114.60 | 3,151.20 |
Food Care [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Impact of Foreign Currency Translation | -4 | ' |
Gross Carrying Value | 833.7 | 837.7 |
Accumulated Impairment | -208 | -208 |
Carrying Value | 625.7 | 629.7 |
Diversey Care [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Impact of Foreign Currency Translation | -32 | ' |
Gross Carrying Value | 1,994.10 | 2,026.10 |
Accumulated Impairment | -883 | -883 |
Carrying Value | 1,111.10 | 1,143.10 |
Product Care [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Impact of Foreign Currency Translation | 0.1 | ' |
Gross Carrying Value | 1,372.80 | 1,372.70 |
Carrying Value | 1,372.80 | 1,372.70 |
Other [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Impact of Foreign Currency Translation | -0.7 | ' |
Gross Carrying Value | 5 | 5.7 |
Carrying Value | $5 | $5.70 |
Goodwill_and_Identifiable_Inta4
Goodwill and Identifiable Intangible Assets - Summary of Percentage by Which Estimated Fair Value Exceeds Carrying Value (Detail) | Dec. 31, 2013 |
Food Care - Packaging Solutions [Member] | ' |
Goodwill [Line Items] | ' |
Percentage of estimated fair value exceeding carrying value | 321.00% |
Food Care - Hygiene Solutions [Member] | ' |
Goodwill [Line Items] | ' |
Percentage of estimated fair value exceeding carrying value | 91.00% |
Diversey Care [Member] | ' |
Goodwill [Line Items] | ' |
Percentage of estimated fair value exceeding carrying value | 27.00% |
Product Care [Member] | ' |
Goodwill [Line Items] | ' |
Percentage of estimated fair value exceeding carrying value | 35.00% |
Medical Applications [Member] | ' |
Goodwill [Line Items] | ' |
Percentage of estimated fair value exceeding carrying value | 96.00% |
Goodwill_and_Identifiable_Inta5
Goodwill and Identifiable Intangible Assets - Summary of Percentage by Which Estimated Fair Value Exceeds Carrying Value (Parenthetical) (Detail) (Medical Applications [Member], USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Medical Applications [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill included in disposed assets | $40.20 |
Goodwill disposal date | 6-Dec-13 |
Goodwill_and_Identifiable_Inta6
Goodwill and Identifiable Intangible Assets - Summarize of Identifiable Intangible Assets with Definite and Indefinite Useful Lives (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Finite And Infinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | $2,139.40 | $2,132.60 |
Accumulated Amortization | -321.2 | -199.7 |
Accumulated Impairment | -801.3 | -801.3 |
Net Carrying Value | 1,016.90 | 1,131.60 |
Customer relationships [Member] | ' | ' |
Finite And Infinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 961.3 | 963.1 |
Accumulated Amortization | -171.2 | -105.7 |
Accumulated Impairment | -148.9 | -148.9 |
Net Carrying Value | 641.2 | 708.5 |
Trademarks and trade names [Member] | ' | ' |
Finite And Infinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 881.5 | 881.9 |
Accumulated Amortization | -0.1 | -0.5 |
Accumulated Impairment | -630.2 | -630.2 |
Net Carrying Value | 251.2 | 251.2 |
Technology [Member] | ' | ' |
Finite And Infinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 252.6 | 243.2 |
Accumulated Amortization | -128 | -78.8 |
Accumulated Impairment | -22.2 | -22.2 |
Net Carrying Value | 102.4 | 142.2 |
Contracts [Member] | ' | ' |
Finite And Infinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | 44 | 44.4 |
Accumulated Amortization | -21.9 | -14.7 |
Net Carrying Value | $22.10 | $29.70 |
Goodwill_and_Identifiable_Inta7
Goodwill and Identifiable Intangible Assets - Summarize of Identifiable Intangible Assets with Definite and Indefinite Useful Lives (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2012 |
Finite And Infinite Lived Intangible Assets [Line Items] | ' | ' |
Pre-tax impairment charge of indefinite lived intangible assets | ' | $189 |
Trademarks and trade names [Member] | ' | ' |
Finite And Infinite Lived Intangible Assets [Line Items] | ' | ' |
Pre-tax impairment charge of indefinite lived intangible assets | 441 | 189 |
Impairment recorded | 779 | ' |
In Process Research and Development [Member] | ' | ' |
Finite And Infinite Lived Intangible Assets [Line Items] | ' | ' |
Impairment recorded | 22 | ' |
Impairment recorded, net of taxes | $14 | ' |
Goodwill_and_Identifiable_Inta8
Goodwill and Identifiable Intangible Assets - Remaining Estimated Future Amortization Expense (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
2014 | $111.40 |
2015 | 85.8 |
2016 | 84.8 |
2017 | 79.4 |
Thereafter | 404.6 |
Total | $766 |
Accounts_Receivable_Securitiza1
Accounts Receivable Securitization Programs - Additional Information (Detail) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
USD ($) | USD ($) | U.S. Accounts Receivable Securitization Program [Member] | U.S. Accounts Receivable Securitization Program [Member] | U.S. Accounts Receivable Securitization Program [Member] | European Accounts Receivable Securitization And Purchase Program [Member] | European Accounts Receivable Securitization And Purchase Program [Member] | European Accounts Receivable Securitization And Purchase Program [Member] | European Accounts Receivable Securitization And Purchase Program [Member] | |
Subsidiary | USD ($) | USD ($) | Subsidiary | USD ($) | EUR (€) | USD ($) | |||
Bank | Bank | Subsidiary | Subsidiary | ||||||
Bank | Bank | ||||||||
Servicing Assets at Fair Value [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of banks involved in sale of fractional ownership interest of accounts receivable | 2 | ' | ' | 2 | ' | ' | 2 | 2 | ' |
Maximum purchase limit for receivable interests under accounts receivable securitization program | ' | ' | ' | $125 | ' | ' | $131 | € 95 | ' |
Level of eligible assets available under accounts receivable securitization program | ' | ' | ' | 'Less than $125 million | ' | ' | ' | ' | ' |
Amount available for accounts receivable securitization program | 209 | 112 | ' | 94 | ' | ' | 115 | 84 | ' |
Accounts receivable expiration date | ' | ' | '2014-09 | ' | ' | ' | '2015-02 | '2015-02 | ' |
Number of wholly-owned subsidiaries | 3 | ' | ' | ' | ' | 2 | 2 | 2 | ' |
Amount outstanding under accounts receivable securitization program | ' | ' | ' | $0 | $0 | ' | $0 | ' | $0 |
Restructuring_Activities_Restr
Restructuring Activities - Restructuring Activities (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Other associated costs | $25.50 | $34.30 | $4 |
Restructuring charges | 73.8 | 142.5 | 52.2 |
Total | 99.3 | 176.8 | 56.2 |
IOP [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Other associated costs | 14.1 | 22.2 | ' |
Restructuring charges | -7 | 144.9 | 52.2 |
Total | 7.1 | 167.1 | 52.2 |
EQIP [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Other associated costs | 11.4 | ' | ' |
Restructuring charges | 80.8 | ' | ' |
Total | 92.2 | ' | ' |
EPC [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Other associated costs | ' | 12.1 | 4 |
Restructuring charges | ' | -1.3 | 1 |
Total | ' | 10.8 | 5 |
Other [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Other associated costs | ' | ' | ' |
Restructuring charges | ' | -1.1 | -1 |
Total | ' | ($1.10) | ($1) |
Restructuring_Activities_Addit
Restructuring Activities - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Restructuring payments | $107 | $103.40 | $28.60 |
EQIP [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Expected completed date of restructuring program | 31-Dec-15 | ' | ' |
Restructuring payments | 38 | ' | ' |
Restructuring expected accrual to pay | 46 | ' | ' |
Restructuring expected accrual remaining to pay | 10 | ' | ' |
Capital expenditures | 11 | ' | ' |
EQIP [Member] | Minimum [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Reduction in headcount, employees | 550 | ' | ' |
Expected associated cost related to restructuring | 190 | ' | ' |
Capital expenditure related to restructuring and associated activities | 50 | ' | ' |
EQIP [Member] | Minimum [Member] | Severance and termination benefits [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Expected associated cost related to restructuring | 105 | ' | ' |
EQIP [Member] | Minimum [Member] | Facility relocation and closures [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Expected associated cost related to restructuring | 85 | ' | ' |
EQIP [Member] | Maximum [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Reduction in headcount, employees | 650 | ' | ' |
Expected associated cost related to restructuring | 210 | ' | ' |
Capital expenditure related to restructuring and associated activities | 55 | ' | ' |
EQIP [Member] | Maximum [Member] | Severance and termination benefits [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Expected associated cost related to restructuring | 120 | ' | ' |
EQIP [Member] | Maximum [Member] | Facility relocation and closures [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Expected associated cost related to restructuring | 90 | ' | ' |
IOP [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Expected completed date of restructuring program | 31-Dec-15 | ' | ' |
Restructuring expected accrual to pay | 24 | ' | ' |
Restructuring expected accrual remaining to pay | 1 | ' | ' |
Capital expenditures | 14 | 14 | 0 |
Asset impairment charges | ' | 12 | ' |
Professional and consulting fees | ' | 6 | ' |
Other costs | ' | 4 | ' |
Cumulative cash payments | 202 | ' | ' |
IOP [Member] | Stock Appreciation Rights Expense [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Amount of stock appreciation rights that were issued | 1 | 9 | ' |
IOP [Member] | Food Care [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Facility closure charges | ' | 4 | ' |
IOP [Member] | Diversey Care [Member] | ' | ' | ' |
Restructuring Cost And Reserve [Line Items] | ' | ' | ' |
Facility closure charges | ' | $8 | ' |
Restructuring_Activities_Compo
Restructuring Activities - Components of Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
EQIP [Member] | ' |
Restructuring Cost And Reserve [Line Items] | ' |
EQIP restructuring accrual at December 31, 2012 | ' |
Accrual and accrual adjustments | 80.8 |
Cash payments during 2013 | -26.2 |
Effect of changes in foreign currency exchange rates | 1.3 |
EQIP restructuring accrual at December 31, 2013 | 55.9 |
IOP [Member] | ' |
Restructuring Cost And Reserve [Line Items] | ' |
EQIP restructuring accrual at December 31, 2012 | 88.2 |
Revision to accrual | -10.9 |
Accrual and accrual adjustments | 3.9 |
Cash payments during 2013 | -55.3 |
Effect of changes in foreign currency exchange rates | -1.4 |
EQIP restructuring accrual at December 31, 2013 | $24.50 |
Other_Liabilities_Components_o
Other Liabilities - Components of Other Current and Other Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Other current liabilities: | ' | ' |
Accrued salaries, wages and related costs | $300.60 | $262.20 |
Accrued operating expenses | 303.3 | 319.1 |
Income taxes payable | 35.6 | 23.5 |
Accrued customer volume rebates | 176.5 | 167.4 |
Accrued interest | 67.4 | 63.4 |
Accrued employee benefit liability | 7 | 9.7 |
Total | 890.4 | 845.3 |
Other liabilities: | ' | ' |
Accrued employee benefit liability | 262 | 291.5 |
Other postretirement liability | 70.1 | 77.3 |
Other various liabilities | 315.8 | 276.1 |
Total | $647.90 | $644.90 |
Debt_and_Credit_Facilities_Tot
Debt and Credit Facilities - Total Debt Outstanding (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Short-term borrowings | $81.60 | $39.20 |
Current portion of long-term debt | 201.5 | 1.8 |
Total current debt | 283.1 | 41 |
Credit facility amount outstanding | 81.6 | 39.2 |
Other | 2.3 | 3.8 |
Total long-term debt, less current portion | 4,116.40 | 4,540.80 |
Total debt | 4,399.50 | 4,581.80 |
Term Loan A Facility Noncurrent [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Credit facility amount outstanding | 634.8 | 843.9 |
Term Loan B Facility Noncurrent [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Credit facility amount outstanding | 681.6 | 771.6 |
5.25% Senior Notes Due April 2023 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes | 425 | ' |
12% Senior Notes Due February 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes | 150.3 | 153.4 |
7.875% Senior Notes Due June 2017 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes | ' | 394.5 |
8.125% Senior Notes Due September 2019 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes | 750 | 750 |
6.50% Senior Notes Due December 2020 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes | 424.1 | 425 |
8.375% Senior Notes Due September 2021 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes | 750 | 750 |
6.875% Senior Notes Due July 2033 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes | $448.60 | $448.60 |
Debt_and_Credit_Facilities_Tot1
Debt and Credit Facilities - Total Debt Outstanding (Parenthetical) (Detail) (USD $) | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Term Loan A Facility Noncurrent [Member] | Term Loan A Facility Noncurrent [Member] | Term Loan B Facility Noncurrent [Member] | Term Loan B Facility Noncurrent [Member] | 5.25% Senior Notes Due April 2023 [Member] | 5.25% Senior Notes Due April 2023 [Member] | 5.25% Senior Notes Due April 2023 [Member] | 12% Senior Notes Due February 2014 [Member] | 12% Senior Notes Due February 2014 [Member] | 12% Senior Notes Due February 2014 [Member] | 7.875% Senior Notes Due June 2017 [Member] | 7.875% Senior Notes Due June 2017 [Member] | 8.125% Senior Notes Due September 2019 [Member] | 8.125% Senior Notes Due September 2019 [Member] | 6.50% Senior Notes Due December 2020 [Member] | 6.50% Senior Notes Due December 2020 [Member] | 6.50% Senior Notes Due December 2020 [Member] | 8.375% Senior Notes Due September 2021 [Member] | 8.375% Senior Notes Due September 2021 [Member] | 6.875% Senior Notes Due July 2033 [Member] | 6.875% Senior Notes Due July 2033 [Member] | Term Loan A Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility Due October 2018 [Member] | Term Loan B Facility Due October 2018 [Member] | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt interest rate | ' | ' | ' | ' | ' | ' | ' | 5.25% | 5.25% | 5.25% | 12.00% | 12.00% | 12.00% | 7.88% | 7.88% | 8.13% | 8.13% | 6.50% | 6.50% | 6.50% | 8.38% | 8.38% | 6.88% | 6.88% | ' | ' | ' | ' | ' |
Unamortized lender fees | ' | ' | ' | $8.40 | $15.40 | $7.30 | $10.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.5 | ' | ' | ' | ' | ' | ' | ' | 1.4 | 1.4 | ' | ' | 2 | 10.8 | 15.6 |
Repurchase aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate | 6.20% | 6.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of long term debt | 201.5 | 1.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50 | ' | ' | ' | ' |
Payments of long-term debt | $658.30 | $1,759.10 | $1,753.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $152 | $105 | ' | ' | ' |
Debt_and_Credit_Facilities_Add
Debt and Credit Facilities - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||||||||||||
In Millions, unless otherwise specified | Nov. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 14, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 03, 2011 | Nov. 14, 2012 | Nov. 14, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 14, 2012 | Nov. 30, 2013 | Nov. 14, 2012 | Nov. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Nov. 30, 2012 | Dec. 31, 2011 |
USD ($) | USD ($) | Maximum [Member] | Minimum [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Multicurrency Term A Facility Tranche [Member] | Term Loan B Facility Due October 2018 [Member] | Term Loan B Facility Due October 2018 [Member] | Term Loan B Facility Due October 2018 [Member] | Dollar-denominated [Member] | Dollar-denominated [Member] | Euro-denominated [Member] | Euro-denominated [Member] | 5.25% Senior Notes Due April 2023 [Member] | 5.25% Senior Notes Due April 2023 [Member] | 5.25% Senior Notes Due April 2023 [Member] | 6.50% Senior Notes Due December 2020 [Member] | 6.50% Senior Notes Due December 2020 [Member] | 6.50% Senior Notes Due December 2020 [Member] | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Term Loan A Facility [Member] | Term Loan B Facility [Member] | Term Loan B Facility [Member] | Term Loans A and B [Member] | Term Loans A and B [Member] | 7.875% Senior Notes Due June 2017 [Member] | 5.625 % Senior Notes Due July 2013 [Member] | 5.625 % Senior Notes Due July 2013 [Member] | ||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Term Loan B Facility Due October 2018 [Member] | Term Loan B Facility Due October 2018 [Member] | Term Loan B Facility Due October 2018 [Member] | Term Loan B Facility Due October 2018 [Member] | USD ($) | USD ($) | USD ($) | USD ($) | Yen-denominated [Member] | Yen-denominated [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||
USD ($) | EUR (€) | USD ($) | Prepaid 2013 Payments [Member] | |||||||||||||||||||||||||||||||
USD ($) | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $425 | ' | ' | ' | $425 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.25% | 5.25% | 5.25% | 6.50% | 6.50% | 6.50% | ' | ' | ' | ' | ' | ' | ' | ' | 7.88% | 5.63% | 5.63% |
Debt repurchase rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.88% | ' | ' |
Aggregate repurchase price of senior notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 431 | 421 | ' |
Early redemption | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400 | ' | ' |
Premium paid on redemption of debt percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 3.00% | ' |
Premium paid on redemption of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23 | 13 | ' |
Accrued interest paid on redemption of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8 | 8 | ' |
Recognized net pre-tax loss | ' | 36.3 | 36.9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | 32 | 12 | ' |
Credit facility, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Oct-16 | 31-Oct-18 | ' | ' | ' | ' | ' | ' | 1-Apr-23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jun-17 | ' | ' |
Frequency of interest payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Interest is payable on April 1 and October 1 of each year, commencing October 1, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400 | ' |
Gain on the termination of a related interest rate swap | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Line of Credit Facility | ' | ' | ' | ' | ' | 700 | ' | ' | 700 | ' | ' | ' | ' | ' | 525 | ' | 128 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in interest margin | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in eurocurrency rate under the term loan B facilities | ' | ' | ' | 1.00% | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of prepayment term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' |
Prepaid debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90 | 95 | 101 | 1,100 | ' | ' | ' | ' | ' |
Refinance of the remaining principal amount of term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80 | ' | 697 | 801 | ' | ' | ' | ' | ' |
Percentage of principal debt refinanced | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 99.75% | ' | ' | ' | ' | ' |
Term period of credit facility | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional interest rate of LIBOR loans | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional interest rate of base rate loans | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in interest rate for LIBOR loans | ' | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in interest rate for base rate loans | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of floor to which LIBOR subjected | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lender fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | 7 | ' | ' | ' | ' | ' |
Non-lender fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | 7 | ' | ' | ' | ' | ' |
Unamortized original issuance discounts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' | ' |
Unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.8 | 15.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Amortization expenses related to the debt instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23 | 7 | ' | ' | ' |
Amount outstanding under revolving credit facility | ' | 81.6 | 39.2 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 684.5 | 843.9 | ' | ' | 681.6 | 771.6 | ' | ' | ' | ' | ' |
Short-term borrowings | ' | $81.60 | $39.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_and_Credit_Facilities_Lin
Debt and Credit Facilities - Lines of Credit (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Line Of Credit Facility [Line Items] | ' | ' |
Used lines of credit | $81.60 | $39.20 |
Unused lines of credit | 1,015 | 989.5 |
Total available lines of credit | 1,096.60 | 1,028.70 |
Accounts receivable securitization programs - committed | 209 | 112 |
Committed Line of Credit Facilities [Member] | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Total available lines of credit | 721.9 | 700.5 |
Uncommitted Line of Credit Facilities [Member] | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' |
Total available lines of credit | $374.70 | $328.20 |
Debt_and_Credit_Facilities_Lin1
Debt and Credit Facilities - Lines of Credit (Parenthetical) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
In Millions, unless otherwise specified | Revolving Senior Secured Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ' | ' | ' |
Available credit facility | $1,015 | $989.50 | $700 |
Credit facility expiration date | ' | ' | 31-Oct-16 |
Debt_and_Credit_Facilities_Oth
Debt and Credit Facilities - Other Lines of Credit (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Available lines of credit | $1,096.60 | $1,028.70 |
Unused lines of credit | 1,015 | 989.5 |
Weighted average interest rate | 6.20% | 6.40% |
Lines of Credit Other [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Available lines of credit | 396.6 | 328.3 |
Unused lines of credit | $315 | $289 |
Weighted average interest rate | 12.30% | 10.20% |
Debt_and_Credit_Facilities_Sch
Debt and Credit Facilities - Scheduled Annual Maturities for Next Five Years and Thereafter (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Debt Disclosure [Abstract] | ' |
2014 | $201.50 |
2015 | 256.6 |
2016 | 391.6 |
2017 | 2.1 |
2018 | 694.9 |
Thereafter | 2,800 |
Total | $4,346.70 |
Derivatives_and_Hedging_Activi2
Derivatives and Hedging Activities - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Nov. 30, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | Derivative | Derivative | Foreign Exchange Option [Member] | Interest Rate Swaps [Member] | Interest Rate Swaps [Member] | Designated as Hedging Instruments [Member] | Designated as Hedging Instruments [Member] | Designated as Hedging Instruments [Member] | 12% Senior Notes Due February 2014 [Member] | 12% Senior Notes Due February 2014 [Member] | 12% Senior Notes Due February 2014 [Member] | 5.625 % Senior Notes Due July 2013 [Member] | 5.625 % Senior Notes Due July 2013 [Member] |
Derivative Instruments Gain Loss [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum original maturity period of foreign currency forward contracts | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of outstanding interest rate swaps | $100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | 12.00% | 12.00% | 5.63% | 5.63% |
Cash received from terminated interest rate swaps | ' | ' | ' | 7 | ' | ' | ' | ' | 2 | ' | ' | ' | ' |
Increase in carrying amount due to interest rate swap | ' | ' | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' |
Decrease (Increase) in interest expense due to interest rate swap | ' | ' | ' | ' | ' | 1 | 1 | 3 | ' | ' | ' | ' | ' |
Mark-to-market adjustment to record an increase in carrying amount of our 12% Senior Notes | ' | ' | ' | ' | $2 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of foreign exchange options outstanding | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of interest rate and currency swap agreements outstanding | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivatives_and_Hedging_Activi3
Derivatives and Hedging Activities - Fair Value of Derivative Instruments (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Fair Value of Asset Derivatives | $10.50 | $5.40 |
Fair Value of (Liability) Derivatives | -51.5 | -30.4 |
Foreign Currency Forward Contracts [Member] | Designated as Hedging Instruments [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair Value of Asset Derivatives | 3.4 | 0.5 |
Fair Value of (Liability) Derivatives | -1.4 | -0.8 |
Foreign Currency Forward Contracts [Member] | Not Designated as Hedging Instruments [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair Value of Asset Derivatives | 7.1 | 4.9 |
Fair Value of (Liability) Derivatives | -49.1 | -29.6 |
Interest Rate Swaps [Member] | Designated as Hedging Instruments [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair Value of Asset Derivatives | ' | ' |
Fair Value of (Liability) Derivatives | ($1) | ' |
Derivatives_and_Hedging_Activi4
Derivatives and Hedging Activities - Effect of Derivative Instruments on Consolidated Statements of Operations (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Instruments Gain Loss [Line Items] | ' | ' |
Amount of Gain (Loss) Recognized in Earnings on Derivatives | ($6.20) | $4.60 |
Designated as Hedging Instruments [Member] | Foreign Currency Forward Contracts [Member] | ' | ' |
Derivative Instruments Gain Loss [Line Items] | ' | ' |
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 2.3 | ' |
Not Designated as Hedging Instruments [Member] | Foreign Currency Forward Contracts [Member] | ' | ' |
Derivative Instruments Gain Loss [Line Items] | ' | ' |
Amount of Gain (Loss) Recognized in Earnings on Derivatives | ($8.50) | $4.60 |
Fair_Value_Measurements_and_Ot2
Fair Value Measurements and Other Financial Instruments - Fair Value Measurements (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | $491.90 | $210 |
Interest Rate Swaps [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative financial instruments net asset/liability | 1 | ' |
Foreign Currency Forward Contracts [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative financial instruments net asset/liability | 40 | 25 |
Level 1 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | ' | ' |
Level 1 [Member] | Interest Rate Swaps [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative financial instruments net asset/liability | ' | ' |
Level 1 [Member] | Foreign Currency Forward Contracts [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative financial instruments net asset/liability | ' | ' |
Level 2 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 491.9 | 210 |
Level 2 [Member] | Interest Rate Swaps [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative financial instruments net asset/liability | 1 | ' |
Level 2 [Member] | Foreign Currency Forward Contracts [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative financial instruments net asset/liability | 40 | 25 |
Level 3 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | ' | ' |
Level 3 [Member] | Interest Rate Swaps [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative financial instruments net asset/liability | ' | ' |
Level 3 [Member] | Foreign Currency Forward Contracts [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative financial instruments net asset/liability | ' | ' |
Fair_Value_Measurements_and_Ot3
Fair Value Measurements and Other Financial Instruments - Carrying Amounts and Estimated Fair Values of Debt (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Credit facility amount outstanding | $81.60 | $39.20 |
Other foreign loans, Carrying Amount | 85 | 44.2 |
Other domestic loans, Carrying Amount | 0.4 | 0.6 |
Total debt, Carrying Amount | 4,399.50 | 4,581.80 |
Other foreign loans, Fair Value | 84.9 | 44 |
Other domestic loans, Fair Value | 0.4 | 0.6 |
Total debt, Fair Value | 4,599.10 | 4,847 |
12% Senior Notes Due February 2014 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Senior Notes, Carrying Amount | 150.3 | 153.4 |
Senior Notes, Fair Value | 150.6 | 172 |
Term Loan A Facility [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Credit facility amount outstanding | 684.5 | 843.9 |
Credit facility amount outstanding, Fair Value | 684.5 | 843.9 |
7.875% Senior Notes Due June 2017 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Senior Notes, Carrying Amount | ' | 394.5 |
Senior Notes, Fair Value | ' | 424.8 |
Term Loan B Facility [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Credit facility amount outstanding | 681.6 | 771.6 |
Credit facility amount outstanding, Fair Value | 681.6 | 771.6 |
8.125% Senior Notes Due September 2019 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Senior Notes, Carrying Amount | 750 | 750 |
Senior Notes, Fair Value | 841.4 | 846.8 |
6.50% Senior Notes Due December 2020 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Senior Notes, Carrying Amount | 424.1 | 425 |
Senior Notes, Fair Value | 456.7 | 463.1 |
8.375% Senior Notes Due September 2021 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Senior Notes, Carrying Amount | 750 | 750 |
Senior Notes, Fair Value | 853.1 | 858.5 |
5.25% Senior Notes Due April 2023 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Senior Notes, Carrying Amount | 425 | ' |
Senior Notes, Fair Value | 414.7 | ' |
6.875% Senior Notes Due July 2033 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Senior Notes, Carrying Amount | 448.6 | 448.6 |
Senior Notes, Fair Value | $431.20 | $421.70 |
Fair_Value_Measurements_and_Ot4
Fair Value Measurements and Other Financial Instruments - Carrying Amounts and Estimated Fair Values of Debt (Parenthetical) (Detail) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
12% Senior Notes Due February 2014 [Member] | 12% Senior Notes Due February 2014 [Member] | 12% Senior Notes Due February 2014 [Member] | 7.875% Senior Notes Due June 2017 [Member] | 7.875% Senior Notes Due June 2017 [Member] | 8.125% Senior Notes Due September 2019 [Member] | 8.125% Senior Notes Due September 2019 [Member] | 6.50% Senior Notes Due December 2020 [Member] | 6.50% Senior Notes Due December 2020 [Member] | 6.50% Senior Notes Due December 2020 [Member] | 8.375% Senior Notes Due September 2021 [Member] | 8.375% Senior Notes Due September 2021 [Member] | 5.25% Senior Notes Due April 2023 [Member] | 5.25% Senior Notes Due April 2023 [Member] | 5.25% Senior Notes Due April 2023 [Member] | 6.875% Senior Notes Due July 2033 [Member] | 6.875% Senior Notes Due July 2033 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt interest rate | 12.00% | 12.00% | 12.00% | 7.88% | 7.88% | 8.13% | 8.13% | 6.50% | 6.50% | 6.50% | 8.38% | 8.38% | 5.25% | 5.25% | 5.25% | 6.88% | 6.88% |
Profit_Sharing_Retirement_Savi2
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Provisions charged from operations for the profit sharing plan and retirement savings plans | $51 | $33 | $32 |
Contribution of common stock to profit sharing plan | 0.9 | 0.9 | ' |
Defined benefit pension plan corridor rate | 10.00% | ' | ' |
Percentage of equity allocation, maximum | 70.00% | ' | ' |
Percentage of fixed income allocation, minimum | 30.00% | ' | ' |
Equity Security [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Equity securities, minimum | 40.00% | ' | ' |
Equity securities, maximum | 50.00% | ' | ' |
Fixed Income Securities [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Equity securities, minimum | 50.00% | ' | ' |
Equity securities, maximum | 60.00% | ' | ' |
U.S. Pension Plans [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Other liabilities | 15 | 33 | ' |
Expected cash contribution to benefit plan | 3.5 | ' | ' |
Non-U.S. Pension Plans [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Expected cash contribution to benefit plan | $27 | ' | ' |
Profit_Sharing_Retirement_Savi3
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Schedule of Components of Net Periodic Benefit Cost (Detail) (U.S. and Non-U.S. [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Net periodic benefit cost | $16.90 | $17 | $15.90 |
Cost of Sales [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Net periodic benefit cost | 5.8 | 5.7 | 5.5 |
Selling, General and Administrative Expenses [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Net periodic benefit cost | $11.10 | $11.30 | $10.40 |
Profit_Sharing_Retirement_Savi4
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Funded Status for Pension Plans (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
U.S. Pension Plans [Member] | ' | ' | ' |
Change in benefit obligation: | ' | ' | ' |
Benefit obligation at beginning of period | $210.10 | $212.10 | ' |
Service cost | 1.3 | 1.2 | 1.1 |
Interest cost | 7.9 | 9.3 | 4.8 |
Actuarial loss (gain) | -11.3 | 6.4 | ' |
Benefits paid | -8.7 | -8.2 | ' |
Settlement/curtailment | -7.1 | -10.7 | ' |
Benefit obligation at end of period | 192.2 | 210.1 | 212.1 |
Change in plan assets: | ' | ' | ' |
Fair value of plan assets at beginning of period | 177.6 | 171.2 | ' |
Actual gain on plan assets | 14.7 | 22 | ' |
Employer contributions | 0.2 | 3.3 | ' |
Benefits paid | -8.7 | -8.2 | ' |
Settlement/curtailment | -7.1 | -10.7 | ' |
Other | 0.7 | ' | ' |
Fair value of plan assets at end of period | 177.4 | 177.6 | 171.2 |
Underfunded status at end of year | -14.8 | -32.5 | ' |
Non-U.S. Pension Plans [Member] | ' | ' | ' |
Change in benefit obligation: | ' | ' | ' |
Benefit obligation at beginning of period | 1,011.80 | 833.1 | ' |
Service cost | 11 | 14.9 | 8.1 |
Interest cost | 35.5 | 37.3 | 21.9 |
Actuarial loss (gain) | 34 | 149.8 | ' |
Benefits paid | -32.3 | -37.4 | ' |
Settlement/curtailment | -5.6 | -6.8 | ' |
Benefit obligation at end of period | 1,070.40 | 1,011.80 | 833.1 |
Employee contributions | 3.6 | 3.8 | ' |
Other | 0.4 | -0.6 | ' |
Foreign exchange impact | 12 | 17.7 | ' |
Change in plan assets: | ' | ' | ' |
Fair value of plan assets at beginning of period | 784 | 704.2 | ' |
Actual gain on plan assets | 56.3 | 66.1 | ' |
Employer contributions | 34.1 | 40.2 | ' |
Benefits paid | -32.3 | -37.4 | ' |
Settlement/curtailment | -5.5 | -6.5 | ' |
Other | -1.1 | -1 | ' |
Fair value of plan assets at end of period | 845.8 | 784 | 704.2 |
Underfunded status at end of year | -224.6 | -227.8 | ' |
Employee contributions | 3.6 | 3.8 | ' |
Foreign exchange impact | $6.70 | $14.60 | ' |
Profit_Sharing_Retirement_Savi5
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Components of Net Periodic Benefit Cost (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
U.S. Pension Plans [Member] | ' | ' | ' |
Components of net periodic benefit cost: | ' | ' | ' |
Service cost | $1.30 | $1.20 | $1.10 |
Interest cost | 7.9 | 9.3 | 4.8 |
Expected return on plan assets | -11.1 | -11.2 | -5.1 |
Amortization of net prior service cost | 0.2 | 0.2 | 0.2 |
Amortization of net actuarial loss | 2.2 | 1.8 | 1.3 |
Net periodic benefit cost | 0.5 | 1.3 | 2.3 |
Non-U.S. Pension Plans [Member] | ' | ' | ' |
Components of net periodic benefit cost: | ' | ' | ' |
Service cost | 11 | 14.9 | 8.1 |
Interest cost | 35.5 | 37.3 | 21.9 |
Expected return on plan assets | -38.1 | -41.6 | -20.8 |
Amortization of net prior service cost | 0.2 | 0.1 | 0.1 |
Amortization of net actuarial loss | 7.8 | 5 | 4.2 |
Net periodic benefit cost | $16.40 | $15.70 | $13.50 |
Profit_Sharing_Retirement_Savi6
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Amounts in Accumulated Other Comprehensive Loss, Not Yet Recognized (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
U.S. Pension Plans [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Unrecognized prior service costs | $0.20 |
Unrecognized net actuarial loss | 2.1 |
Total | 2.3 |
Non-U.S. Pension Plans [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Unrecognized prior service costs | 0.6 |
Unrecognized net actuarial loss | 195.2 |
Total | $195.80 |
Profit_Sharing_Retirement_Savi7
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Total recognized in other comprehensive income | $3.90 | $99.10 | ($4.70) |
U.S. Pension Plans [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Current year actuarial loss (gain) | -14.1 | ' | ' |
Amortization of actuarial loss/gain | -2.2 | ' | ' |
Amortization of prior service cost | -0.2 | ' | ' |
Total recognized in other comprehensive income | -16.5 | ' | ' |
Non-U.S. Pension Plans [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Current year actuarial loss (gain) | 16.2 | ' | ' |
Amortization of actuarial loss/gain | -7.9 | ' | ' |
Amortization of prior service cost | -0.2 | ' | ' |
Total recognized in other comprehensive income | 11.2 | ' | ' |
Settlement/curtailment gain | -0.8 | ' | ' |
Effects of changes in foreign currency exchange rates | $3.90 | ' | ' |
Profit_Sharing_Retirement_Savi8
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Amounts in Accumulated Other Comprehensive Loss Expected to be Recognized in Next Fiscal Year (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
U.S. Pension Plans [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Unrecognized prior service costs | $0.10 |
Unrecognized net actuarial loss | 0.9 |
Total | 1 |
Non-U.S. Pension Plans [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Unrecognized net actuarial loss | 9.5 |
Total | $9.50 |
Profit_Sharing_Retirement_Savi9
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Information for Plans with Accumulated Benefit Obligations in Excess of Plan Assets (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
U.S. Pension Plans [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Accumulated benefit obligation | $189.20 |
Fair value of plan assets | 177.4 |
Non-U.S. Pension Plans [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Accumulated benefit obligation | 829.3 |
Fair value of plan assets | $617.50 |
Recovered_Sheet1
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Weighted Average Assumptions Used to Determine Benefit Obligations (Detail) | Dec. 31, 2013 | Dec. 31, 2012 |
U.S. Pension Plans [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Discount rate | 4.60% | 3.80% |
Rate of compensation increase | 3.00% | 3.50% |
Non-U.S. Pension Plans [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Discount rate | 3.80% | 3.70% |
Rate of compensation increase | 2.90% | 2.80% |
Recovered_Sheet2
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
U.S. Pension Plans [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Discount rate | 3.80% | 4.60% | 4.90% |
Expected long-term rate of return | 6.50% | 6.70% | 6.70% |
Rate of compensation increase | 3.50% | 3.50% | 3.50% |
Non-U.S. Pension Plans [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Discount rate | 3.70% | 4.30% | 4.60% |
Expected long-term rate of return | 5.00% | 5.90% | 5.80% |
Rate of compensation increase | 2.80% | 2.80% | 2.90% |
Recovered_Sheet3
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Estimated Future Benefit Payments (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Non-U.S. Pension Plans [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
2014 | $40.20 |
2015 | 35.3 |
2016 | 36.9 |
2017 | 38.8 |
2018 | 40.4 |
Thereafter | 216.8 |
Total | 408.4 |
U.S. Pension Plans [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
2014 | 13.9 |
2015 | 10.8 |
2016 | 12.3 |
2017 | 12.6 |
2018 | 12.5 |
Thereafter | 62.8 |
Total | $124.90 |
Recovered_Sheet4
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Fair Values of Pension Plan Assets, by Asset Category and Level of Fair Values (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | |||
U.S. Pension Plans [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | $177.40 | $177.60 | $171.20 |
U.S. Pension Plans [Member] | Cash and Cash Equivalents [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 2.3 | 2.7 | ' |
U.S. Pension Plans [Member] | Fixed Income Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 91.7 | 96.2 | ' |
U.S. Pension Plans [Member] | Equity Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 77.2 | 72.2 | ' |
U.S. Pension Plans [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 6.2 | 6.5 | ' |
U.S. Pension Plans [Member] | Level 1 [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
U.S. Pension Plans [Member] | Level 1 [Member] | Cash and Cash Equivalents [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
U.S. Pension Plans [Member] | Level 1 [Member] | Fixed Income Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
U.S. Pension Plans [Member] | Level 1 [Member] | Equity Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
U.S. Pension Plans [Member] | Level 1 [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
U.S. Pension Plans [Member] | Level 2 [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 177.3 | 171.3 | ' |
U.S. Pension Plans [Member] | Level 2 [Member] | Cash and Cash Equivalents [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 2.3 | 2.7 | ' |
U.S. Pension Plans [Member] | Level 2 [Member] | Fixed Income Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 91.7 | 96.2 | ' |
U.S. Pension Plans [Member] | Level 2 [Member] | Equity Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 77.2 | 72.2 | ' |
U.S. Pension Plans [Member] | Level 2 [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 6.1 | 0.2 | ' |
U.S. Pension Plans [Member] | Level 3 [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0.1 | 6.3 | ' |
U.S. Pension Plans [Member] | Level 3 [Member] | Cash and Cash Equivalents [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
U.S. Pension Plans [Member] | Level 3 [Member] | Fixed Income Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
U.S. Pension Plans [Member] | Level 3 [Member] | Equity Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
U.S. Pension Plans [Member] | Level 3 [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 0.1 | 6.3 | ' |
Non-U.S. Pension Plans [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 845.8 | 784 | 704.2 |
Non-U.S. Pension Plans [Member] | Cash and Cash Equivalents [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 8.5 | 7.6 | ' |
Non-U.S. Pension Plans [Member] | Fixed Income Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 405.7 | 404.2 | ' |
Non-U.S. Pension Plans [Member] | Equity Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 341 | 290 | ' |
Non-U.S. Pension Plans [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 90.6 | 82.2 | ' |
Non-U.S. Pension Plans [Member] | Level 1 [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 6.7 | 5.8 | ' |
Non-U.S. Pension Plans [Member] | Level 1 [Member] | Cash and Cash Equivalents [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 6.7 | 5.8 | ' |
Non-U.S. Pension Plans [Member] | Level 1 [Member] | Fixed Income Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
Non-U.S. Pension Plans [Member] | Level 1 [Member] | Equity Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
Non-U.S. Pension Plans [Member] | Level 1 [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
Non-U.S. Pension Plans [Member] | Level 2 [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 751.7 | 716.4 | ' |
Non-U.S. Pension Plans [Member] | Level 2 [Member] | Cash and Cash Equivalents [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 1.8 | 1.8 | ' |
Non-U.S. Pension Plans [Member] | Level 2 [Member] | Fixed Income Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 405.7 | 404.2 | ' |
Non-U.S. Pension Plans [Member] | Level 2 [Member] | Equity Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 341 | 290 | ' |
Non-U.S. Pension Plans [Member] | Level 2 [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 3.2 | 20.4 | ' |
Non-U.S. Pension Plans [Member] | Level 3 [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | 87.4 | 61.8 | ' |
Non-U.S. Pension Plans [Member] | Level 3 [Member] | Cash and Cash Equivalents [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
Non-U.S. Pension Plans [Member] | Level 3 [Member] | Fixed Income Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
Non-U.S. Pension Plans [Member] | Level 3 [Member] | Equity Funds [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | ' | ' | ' |
Non-U.S. Pension Plans [Member] | Level 3 [Member] | Other [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Fair value of plan assets | $87.40 | $61.80 | ' |
Recovered_Sheet5
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Fair Values of Pension Plan Assets, by Asset Category and Level of Fair Values (Parenthetical) (Detail) (U.S. Pension Plans [Member], USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
U.S. Pension Plans [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Minimum percentage of invested in real estate funds | 90.00% |
Maximum amount invested in alternative investments | $0.50 |
Recovered_Sheet6
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Reconciliation of Plan Asset Measured Using Level 3 Inputs (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
In Millions, unless otherwise specified | U.S. Pension Plans [Member] | U.S. Pension Plans [Member] | U.S. Pension Plans [Member] | Non-U.S. Pension Plans [Member] | Non-U.S. Pension Plans [Member] | Level 3 [Member] | Level 3 [Member] |
U.S. Pension Plans [Member] | Non-U.S. Pension Plans [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Fair value of plan assets at beginning of period | $177.40 | $177.60 | $171.20 | $784 | $704.20 | $6.30 | $61.80 |
Gains on assets sold during year | ' | ' | ' | ' | ' | 0.8 | ' |
Gains (Losses) on assets still held at end of year | ' | ' | ' | ' | ' | -0.9 | 1 |
Purchases, sales and settlements | ' | ' | ' | ' | ' | ' | 12.1 |
Transfers in and/or out of Level 3 | ' | ' | ' | ' | ' | -6.1 | 10.1 |
Foreign exchange impact | ' | ' | ' | -12 | -17.7 | ' | 2.4 |
Fair value of plan assets at end of period | $177.40 | $177.60 | $171.20 | $845.80 | $784 | $0.10 | $87.40 |
Recovered_Sheet7
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans - Amounts Included in Consolidated Balance Sheets (Detail) (Non-U.S. Pension Plans [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Non-U.S. Pension Plans [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Other assets | $21.70 | $33.40 |
Other current liabilities | -4.6 | -4.5 |
Other liabilities | -241.7 | -256.7 |
Net amount recognized | ($224.60) | ($227.80) |
Other_PostEmployment_Benefits_2
Other Post-Employment Benefits and Other Employee Benefit Plans - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Age | ||
Other Postretirement Benefit Plans Legacy Diversey [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Minimum age of employee for entitlement of other post retirement benefit plans | 55 | ' |
Minimum number of years of service for entitlement of other post retirement benefit plans | '10 years | ' |
Amortization period of transition obligation | '20 years | ' |
Accumulated post-retirement benefit obligations, weighted-average discount rate | 4.50% | 3.80% |
Belgian Plans [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Health care cost trend rate assumed for 2014 | 4.00% | ' |
U.S. Plans [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Health care cost trend rate assumed for 2014 | 7.00% | ' |
Health care cost trend rate downgraded | 5.00% | ' |
Canada Plans [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Health care cost trend rate assumed for 2014 | 7.00% | ' |
Health care cost trend rate downgraded | 5.00% | ' |
Other_PostEmployment_Benefits_3
Other Post-Employment Benefits and Other Employee Benefit Plans - Funded Status for Pension Plans (Detail) (Other Postretirement Benefit Plans Legacy Diversey [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Other Postretirement Benefit Plans Legacy Diversey [Member] | ' | ' | ' |
Change in benefit obligations: | ' | ' | ' |
Benefit obligation at beginning of period | $79.90 | $71.10 | ' |
Service cost | 0.9 | 1 | 0.3 |
Interest cost | 3 | 3.3 | 0.8 |
Plan participants' contributions | ' | ' | ' |
Actuarial loss (gain) | -6 | 9.2 | ' |
Benefits paid | -5.2 | -4.4 | ' |
Loss due to exchange rate movements | -0.1 | 0.1 | ' |
Plan amendments | 0.6 | -0.4 | ' |
Benefit obligation at end of period | 73.1 | 79.9 | 71.1 |
Change in plan assets: | ' | ' | ' |
Fair value of plan assets at beginning of period | ' | ' | ' |
Employer contribution | 5.2 | 4.4 | ' |
Plan participants' contribution | ' | ' | ' |
Benefits paid | -5.2 | -4.4 | ' |
Fair value of plan assets at end of period | ' | ' | ' |
Net amount recognized: | ' | ' | ' |
Underfunded status | -73.1 | -79.9 | ' |
Net amount recognized in consolidated balance sheets consists of: | ' | ' | ' |
Current liability | -5.7 | -5.2 | ' |
Noncurrent liability | -67.4 | -74.7 | ' |
Net amount recognized | -73.1 | -79.9 | ' |
Amounts recognized in accumulated other comprehensive loss consist of: | ' | ' | ' |
Net actuarial loss | 6.9 | 13.2 | ' |
Prior service credit | -12.1 | -13.4 | ' |
Total | ($5.20) | ($0.20) | ' |
Other_PostEmployment_Benefits_4
Other Post-Employment Benefits and Other Employee Benefit Plans - Components of Net Periodic Benefit Cost (Detail) (Other Postretirement Benefit Plans Legacy Diversey [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Other Postretirement Benefit Plans Legacy Diversey [Member] | ' | ' | ' |
Components of net periodic benefit cost: | ' | ' | ' |
Service cost | $0.90 | $1 | $0.30 |
Interest cost | 3 | 3.3 | 0.8 |
Amortization of net loss | 0.4 | ' | ' |
Amortization of prior service credit | -0.7 | -0.9 | -0.1 |
Net periodic benefit cost | $3.60 | $3.40 | $1 |
Other_PostEmployment_Benefits_5
Other Post-Employment Benefits and Other Employee Benefit Plans - Accumulated Other Comprehensive Loss Expected to be Recognized as Components of Net Periodic Benefit Cost (Detail) (Other Postretirement Benefit Plans Legacy Diversey [Member], USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Other Postretirement Benefit Plans Legacy Diversey [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Actuarial loss | ' |
Prior service (credit) | -0.8 |
Transition (asset) obligation | ' |
Other_PostEmployment_Benefits_6
Other Post-Employment Benefits and Other Employee Benefit Plans - One Percentage Point Change on Assumed Healthcare Cost (Detail) (Other Postretirement Benefit Plans Legacy Sealed Air [Member], USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Other Postretirement Benefit Plans Legacy Sealed Air [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
Effect on total of service and interest cost components, 1% Increase | $0.20 |
Effect on post-retirement benefit obligation, 1% Increase | 2.3 |
Effect on total of service and interest cost components, 1% Decrease | -0.2 |
Effect on post-retirement benefit obligation, 1% Decrease | ($2.70) |
Other_PostEmployment_Benefits_7
Other Post-Employment Benefits and Other Employee Benefit Plans - Estimated Future Benefit Payments (Detail) (Other Postretirement Benefit Plans Legacy Sealed Air [Member], USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Other Postretirement Benefit Plans Legacy Sealed Air [Member] | ' |
Defined Benefit Plan Disclosure [Line Items] | ' |
2014 | $5.90 |
2015 | 5.6 |
2016 | 5.4 |
2017 | 5.3 |
2018 | 5.4 |
Thereafter | 26.5 |
Total | $54.10 |
Income_Taxes_Components_of_Ear
Income Taxes - Components of Earnings (Loss) from Continuing Operations Before Income Tax Provision (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Domestic | ($95.10) | ($1,449) | ($77.60) |
Foreign | 272.8 | -433.6 | 267 |
Earnings (loss) from continuing operations before income tax provision (benefit) | $177.70 | ($1,882.60) | $189.40 |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income Tax Provision (Benefit) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current tax expense: | ' | ' | ' |
Federal | ($4.30) | ($8.60) | $35.40 |
State and local | -3.9 | -6.5 | 5.5 |
Foreign | 85.2 | 68.8 | 76.3 |
Total current | 77 | 53.7 | 117.2 |
Deferred tax expense (benefit) : | ' | ' | ' |
Federal | 3.4 | -231.2 | -54.1 |
State and local | 10.3 | -24.8 | -5.2 |
Foreign | -6.7 | -62.4 | -1.2 |
Total deferred tax benefit | 7 | -318.4 | -60.5 |
Total provision (benefit) | $84 | ($264.70) | $56.70 |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets (Liabilities) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Settlement agreement and related accrued interest | $460.70 | $442.30 |
Restructuring reserves | 3.1 | 8.7 |
Accruals not yet deductible for tax purposes | 68.3 | 74.1 |
Net operating loss carry forwards | 127 | 132.6 |
Foreign, federal and state credits and investment tax allowances | 32.7 | 53.2 |
Employee benefit items | 130.6 | 129.8 |
Other | 20.2 | 13.2 |
Gross deferred tax assets | 842.6 | 853.9 |
Valuation allowance | -240 | -200 |
Total deferred tax assets | 602.6 | 653.9 |
Depreciation and amortization | -51.8 | -68.1 |
Unremitted foreign earnings | -135.2 | -135.2 |
Intangibles | -256 | -274.3 |
Other | -5.5 | -10 |
Total deferred tax liabilities | -448.5 | -487.6 |
Net deferred tax assets | $154.10 | $166.30 |
Income_Taxes_Components_of_Def1
Income Taxes - Components of Deferred Tax Assets (Liabilities) (Parenthetical) (Detail) (USD $) | 12 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' |
Number of common shares | 18 |
Post-split price of common shares | $17.86 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Contingency [Line Items] | ' | ' | ' |
Total deferred tax assets | $602.60 | $653.90 | ' |
Valuation allowance | 240 | 200 | ' |
Valuation allowance with respect to deferred tax asset | 88 | ' | ' |
U.S. federal and foreign net operating loss carryforwards | 397 | ' | ' |
Valuation allowance, tax-effected basis | 116 | ' | ' |
Foreign and federal tax credits and investment tax allowances | 18 | ' | ' |
State net operating loss carry forwards | 828 | ' | ' |
State net operating loss on tax effected basis | 39 | ' | ' |
State tax credits | 23 | ' | ' |
Net of federal tax benefits | 15 | ' | ' |
Increase (decrease) in valuation allowance | 40 | -19 | 176 |
Net increase in deferred tax assets | ' | ' | 11 |
Valuation allowance charged to costs and expenses | ' | ' | 3 |
Percentage of valuation allowance against deferred tax assets | ' | ' | 100.00% |
State net operating loss carryforwards expire | 'Over one to 20 years | ' | ' |
State tax credit carryforwards expire | 'Over one to 20 years | ' | ' |
Net deferred income taxes (credited) charged to stockholders' equity | -7 | -25 | 6 |
Reduction in unrecognized tax benefit | 11 | ' | ' |
Decrease in income tax provision if unrecognized tax benefits were recognized | 185 | ' | ' |
Reduction in unrecognized tax benefit in the next 12 months | 41 | ' | ' |
Unrecognized interest and penalties | 27 | 28 | ' |
Unrecognized penalties | 12 | 14 | ' |
Interest and penalties, reversed in connection with related tax accruals for uncertainties in prior years | 5 | ' | ' |
Foreign Tax [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Payments made to a foreign jurisdictions | 5 | ' | ' |
State and Local Jurisdiction [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
State net operating loss carry forwards | 828 | ' | ' |
Foreign and federal foreign tax credit carryforwards | 23 | ' | ' |
U.S. Federal and Foreign Tax [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
U.S. federal and foreign net operating loss carryforwards | 397 | ' | ' |
2014 | 4 | ' | ' |
2015 | 7 | ' | ' |
2016 | 7 | ' | ' |
2017 | 12 | ' | ' |
2018 | 27 | ' | ' |
2019 | 6 | ' | ' |
2020 and beyond | 169 | ' | ' |
No expiration | 165 | ' | ' |
Minimum [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Examination of income tax return | '3 years | ' | ' |
Income tax return in foreign jurisdictions | '3 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Examination of income tax return | '5 years | ' | ' |
Income tax return in foreign jurisdictions | '5 years | ' | ' |
Federal [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
2014 | 1 | ' | ' |
2015 | 1 | ' | ' |
2016 | 0 | ' | ' |
2017 | 2 | ' | ' |
2018 | 0 | ' | ' |
2019 | 2 | ' | ' |
2020 and beyond | 2 | ' | ' |
No expiration | 10 | ' | ' |
Foreign and federal foreign tax credit carryforwards | 18 | ' | ' |
Diversey [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Net increase in deferred tax assets | ' | ' | $162 |
Income_Taxes_Federal_Statutory
Income Taxes - Federal Statutory Corporate Tax Rate Reconciles to Our Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Statutory U.S. federal tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal tax benefit | -1.30% | 0.50% | 0.20% |
Foreign earnings taxed at lower effective rates | -4.10% | -0.80% | -8.40% |
Nondeductible acquisition costs | ' | ' | 2.90% |
U.S. domestic manufacturing deduction | ' | ' | -2.80% |
Impairment | ' | -20.00% | ' |
Reorganization tax benefit | -6.70% | ' | ' |
Net change in valuation allowance | 22.70% | -2.20% | 0.80% |
Net change in unrecognized tax benefits | 2.00% | 1.90% | 0.40% |
Other | -0.30% | -0.30% | 1.80% |
Effective income tax rate | 47.30% | 14.10% | 29.90% |
Income_Taxes_Unrecognized_Tax_
Income Taxes - Unrecognized Tax Benefits and Effect on Effective Income Tax Rate (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' |
Unrecognized tax benefits, Beginning balance | $233.20 |
Additions for tax positions of current year | 7.5 |
Additions for tax positions of prior years | 5 |
Reductions for tax positions of prior years | -23.8 |
Unrecognized tax benefits, Ending balance | $221.90 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
In Millions, except Share data, unless otherwise specified | 25-May-10 | Mar. 31, 2007 | Feb. 28, 2002 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2002 | Sep. 19, 2008 | Dec. 05, 2002 | Feb. 03, 2014 | Feb. 03, 2014 |
EUR (€) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | Trust | USD ($) | Subsequent Event [Member] | WRG Asbestos PI Trust and WRG Asbestos PD Trust [Member] | |
Subsequent Event [Member] | ||||||||||||
USD ($) | ||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement agreement pre-tax charge | ' | ' | ' | ' | ' | ' | ' | $850 | ' | ' | ' | ' |
Charge covering a cash payment that will be required to make under Settlement agreement upon the effectiveness of an appropriate plan of reorganization | ' | ' | ' | ' | ' | ' | ' | 513 | ' | ' | ' | ' |
Percentage of annual interest that accrues on Settlement agreement charges from December 21, 2002 to the date of payment | ' | ' | ' | ' | ' | ' | ' | 5.50% | ' | ' | ' | ' |
Accrued interest compounded annually included in Settlement agreement and related accrued interest | ' | ' | ' | 412 | ' | 364 | ' | ' | ' | ' | ' | ' |
Non - cash charges at fair value market | ' | ' | ' | ' | ' | ' | ' | 322 | ' | ' | ' | ' |
Original number of shares expect to be issued under Settlement agreement | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment of company's common stock that is charged and expected to be issued under settlement agreement | ' | 'To eighteen million shares due to our two-for-one stock split in March 2007 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original number of shares expected to be issued under settlement agreement, adjusted | ' | 18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000,000 |
Amount per common share pre-split | ' | ' | ' | ' | ' | ' | ' | ' | ' | $35.72 | ' | ' |
Amount per common share post-split | ' | ' | ' | ' | ' | ' | ' | ' | ' | $17.86 | ' | ' |
Par value of common stock reserved for issuance related to the Settlement agreement | ' | 0.9 | ' | ' | ' | ' | ' | 0.9 | ' | ' | ' | ' |
Excess of the aggregate fair value market over aggregated par value of common shares | ' | ' | ' | ' | ' | ' | ' | 321 | ' | ' | ' | ' |
Legal and related fees related to Settlement agreement | ' | ' | ' | ' | ' | ' | ' | 16 | ' | ' | ' | ' |
Cash payments under settlement agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 929.7 |
Registration rights agreement dated | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3-Feb-14 | ' |
Description of Registration Rights Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Company will be required to use reasonable best efforts to prepare and file with the SEC a shelf registration statement covering resales of the Settlement Shares on or prior to 60 days after the Effective Date | ' |
Number of days for filing shelf registration statement covering resales of Settlement Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' |
Establishment of asbestos trust under Section 524(g) | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' |
Charges accrued for potential liabilities | ' | ' | 172 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of grant monies paid | 5 | ' | ' | 14 | 10 | ' | ' | ' | ' | ' | ' | ' |
Principal contractual obligations including agreements to purchase an estimated amount of goods, including raw materials, or services | ' | ' | ' | 434.3 | ' | ' | ' | ' | ' | ' | ' | ' |
Net rental expense | ' | ' | ' | $79 | ' | $84 | $52 | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Estimated Future Cash Outlays Related to Principal Contractual Obligations (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $182.50 |
2015 | 106.9 |
2016 | 72.7 |
2017 | 42.2 |
2018 | 13.3 |
Thereafter | 16.7 |
Total | $434.30 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Estimated Future Minimum Annual Rental Commitments Under Non-Cancelable Real and Personal Property Leases (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $64.40 |
2015 | 46.7 |
2016 | 30.6 |
2017 | 18.8 |
2018 | 11.1 |
Thereafter | 23.3 |
Total | $194.90 |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Cash Dividends Paid (Detail) (USD $) | 12 Months Ended | 36 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 |
Stockholders Equity [Abstract] | ' | ' | ' | ' |
Total Cash Dividends Paid | $102 | $100.90 | $87.40 | $290.30 |
Total Cash Dividends Paid Per Common Share | $0.52 | $0.52 | $0.52 | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' | ' |
Dividends declared per common share | $0.13 | ' | ' | ' |
Estimated dividend payment | $26 | ' | ' | ' |
Common stock issued | 205,707,580 | 204,660,621 | 202,528,616 | 169,272,636 |
Common stock outstanding | 196,198,672 | 194,557,669 | ' | ' |
Dividends declared date | 18-Feb-14 | ' | ' | ' |
Dividends declared payable date | 21-Mar-14 | ' | ' | ' |
Dividends declared date of record | 7-Mar-14 | ' | ' | ' |
Stockholders_Equity_Summary_of1
Stockholders' Equity - Summary of Changes in Common Stock (Detail) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2011 | Dec. 31, 2011 | Feb. 29, 2012 | Dec. 31, 2012 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2002 Directors Stock Plan [Member] | 2002 Directors Stock Plan [Member] | 2002 Directors Stock Plan [Member] | 2009 Two-year PSU Awards [Member] | 2009 Two-year PSU Awards [Member] | 2009 Three-year PSU Awards [Member] | 2009 Three-year PSU Awards [Member] | 2010 Three-year PSU Awards [Member] | 2010 Three-year PSU Awards [Member] | Restricted Stock SLO Awards [Member] | Restricted Stock SLO Awards [Member] | Restricted Stock SLO Awards [Member] | Restricted Stock SLO Awards [Member] | Restricted Stock SLO Awards [Member] | Restricted Stock SLO Awards [Member] | Common Stock in Treasury [Member] | Common Stock in Treasury [Member] | Common Stock in Treasury [Member] | ||||
2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | ||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares, beginning of year | 204,660,621 | 202,528,616 | 169,272,636 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued as part of the consideration for the Diversey acquisition | ' | ' | 31,699,946 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock shares issued for new awards under the 2005 Contingent Stock Plan | ' | ' | ' | 398,230 | 703,620 | 308,650 | ' | ' | ' | 1,114,139 | 1,114,139 | 1,155,018 | 1,155,018 | 472,865 | 472,865 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted and issued under the Directors Stock Plan | ' | ' | ' | ' | ' | ' | 25,993 | 37,824 | 18,630 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock shares issued for SLO awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,321 | 135,343 | 24,515 | 21,505 | 3,788 | 6,080 | ' | ' | ' |
Shares issued for vested restricted stock units | 98,550 | 100,200 | 90,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued, end of year | 205,707,580 | 204,660,621 | 202,528,616 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares held, beginning of year | 10,102,952 | 10,466,431 | 9,967,129 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of shares during the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Profit sharing contribution partially paid in stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -857,754 | -930,089 | ' |
Restricted stock, withheld or forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 263,710 | 566,610 | 499,302 |
Number of shares held, end of year | 9,508,908 | 10,102,952 | 10,466,431 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Additional1
Stockholders' Equity - Additional Information 1 (Detail) (Stock Appreciation Rights Expense [Member], USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Weighted average remaining vesting life | '1 year | ' |
Other Current Liabilities [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Liability for SARs | $21 | ' |
Other Non-current Liabilities [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Liability for SARs | 13 | ' |
General and Administrative Expense [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Compensation expense | 38 | 18 |
Payment due to exercise SARs | 46 | 24 |
Liability for SARs | 34 | ' |
Restructuring Charges [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Compensation expense | 1 | 9 |
Payment due to exercise SARs | 2 | 19 |
Liability for SARs | $1 | ' |
Stockholders_Equity_Additional2
Stockholders' Equity - Additional Information 2 (Detail) (2005 Contingent Stock Plan [Member], USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
2005 Contingent Stock Plan [Member] | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
Liabilities related to cash awards | $2.60 |
Weighted-average remaining contractual life of non-vested restricted stock shares | '1 year 7 months 6 days |
Weighted-average remaining contractual life of non-vested restricted stock units | '1 year 8 months 12 days |
Weighted-average remaining contractual life of non-vested cash awards | '1 year 7 months 6 days |
Stockholders_Equity_Nonvested_
Stockholders' Equity - Non-vested Awards under 2005 Contingent Stock Plan (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Restricted stock shares awarded | -98,550 | -100,200 | -90,100 |
2005 Contingent Stock Plan [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Number of non-vested restricted stock, Weighted- Average per Share Market Value on Grant Date, Ending of year | 27.2 | 17.19 | 24.93 |
2005 Contingent Stock Plan [Member] | Non-vested Restricted Stock Shares Awards [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Number of non-vested awards, beginning of year | 1,386,830 | ' | ' |
Restricted stock shares issued for new awards | 398,230 | ' | ' |
Restricted stock shares awarded | -347,610 | ' | ' |
Restricted stock shares forfeited | -40,100 | ' | ' |
Number of non-vested awards, end of year | 1,397,350 | ' | ' |
Number of non-vested restricted stock, Weighted- Average per Share Market Value on Grant Date, beginning of year | 20.08 | ' | ' |
Restricted stock for new awards, Weighted- Average per Share Market Value on Grant Date during the year | 27.12 | ' | ' |
Restricted stock vested, Weighted- Average per Share Market Value on Grant Date during the year | 21.97 | ' | ' |
Restricted stock forfeited, Weighted- Average per Share Market Value on Grant Date during the year | 21.43 | ' | ' |
Number of non-vested restricted stock, Weighted- Average per Share Market Value on Grant Date, Ending of year | 21.76 | ' | ' |
2005 Contingent Stock Plan [Member] | Non-vested Restricted Stock Units Awards [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Number of non-vested awards, beginning of year | 420,800 | ' | ' |
Restricted stock shares issued for new awards | 187,595 | ' | ' |
Restricted stock shares awarded | -98,550 | ' | ' |
Restricted stock shares forfeited | -3,500 | ' | ' |
Number of non-vested awards, end of year | 506,345 | ' | ' |
Number of non-vested restricted stock, Weighted- Average per Share Market Value on Grant Date, beginning of year | 20.23 | ' | ' |
Restricted stock for new awards, Weighted- Average per Share Market Value on Grant Date during the year | 27.94 | ' | ' |
Restricted stock vested, Weighted- Average per Share Market Value on Grant Date during the year | 23.48 | ' | ' |
Restricted stock forfeited, Weighted- Average per Share Market Value on Grant Date during the year | 18.17 | ' | ' |
Number of non-vested restricted stock, Weighted- Average per Share Market Value on Grant Date, Ending of year | 22.92 | ' | ' |
2005 Contingent Stock Plan [Member] | Cash Awards [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Number of non-vested awards, beginning of year | 131,680 | ' | ' |
Restricted stock shares issued for new awards | 58,348 | ' | ' |
Restricted stock shares awarded | -13,950 | ' | ' |
Restricted stock shares forfeited | -5,230 | ' | ' |
Number of non-vested awards, end of year | 170,848 | ' | ' |
Stockholders_Equity_Summary_of2
Stockholders' Equity - Summary of Changes in Common Shares Available for Awards under 2005 Contingent Stock Plan (Detail) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Restricted Stock SLO Awards [Member] | Restricted Stock SLO Awards [Member] | Restricted Stock SLO Awards [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2009 Two-year PSU Awards [Member] | 2009 Three-year PSU Awards [Member] | 2009 Three-year PSU Awards [Member] | 2010 Three-year PSU Awards [Member] | ||||
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock SLO Awards [Member] | Restricted Stock SLO Awards [Member] | Restricted Stock SLO Awards [Member] | Restricted Stock Units RSU SLO Awards [Member] | Restricted Stock Units RSU SLO Awards [Member] | Restricted Stock Units RSU SLO Awards [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares available, beginning of year | ' | ' | ' | ' | ' | ' | 5,562,935 | 6,426,953 | 7,909,064 | 4,997,297 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional restricted stock shares available due to 2011 amendment to the 2005 Contingent Stock Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock shares awarded | ' | ' | ' | -51,321 | -135,343 | -24,515 | ' | ' | ' | ' | -398,230 | -703,620 | -308,650 | -187,595 | -191,700 | -133,650 | -21,505 | -3,788 | -6,080 | -51,033 | -6,795 | -28,516 | -1,114,139 | ' | -1,155,018 | -472,865 |
Restricted stock shares forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,100 | 41,700 | 41,400 | 3,500 | 12,200 | 3,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares withheld for taxes | 223,610 | 524,910 | 457,902 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares available, end of year | ' | ' | ' | ' | ' | ' | 5,562,935 | 6,426,953 | 7,909,064 | 4,997,297 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average per share market value of awards on grant date | ' | ' | ' | ' | ' | ' | $27.20 | $17.19 | $24.93 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Additional3
Stockholders' Equity - Additional Information 3 (Detail) (USD $) | 12 Months Ended | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | 31-May-11 | Dec. 31, 2013 |
Director Stock Plan [Member] | Director Stock Plan [Member] | Director Stock Plan [Member] | 2002 Directors Stock Plan [Member] | 2002 Directors Stock Plan [Member] | 2002 Directors Stock Plan amended [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Number of shares of common stock reserved for issuance | ' | ' | ' | ' | 400,000 | ' |
Increase number of shares of common stock reserved for issuance under the plan | ' | ' | ' | 200,000 | ' | 200,000 |
Excess of fair value over share issue price | $1 | $1 | $0.70 | ' | ' | ' |
Stockholders_Equity_Summary_of3
Stockholders' Equity - Summary of Changes in Shares Available for 2002 Directors Stock Plan (Detail) (2002 Directors Stock Plan [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
2002 Directors Stock Plan [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Number of shares available, beginning of year | 161,399 | 223,156 | 49,548 |
Additional shares available due to 2011 amendment to the Directors Stock Plan | ' | ' | 200,000 |
Shares granted and issued | -25,993 | -37,824 | -18,630 |
Shares granted and deferred | -21,642 | -23,933 | -7,762 |
Number of shares available, end of year | 113,764 | 161,399 | 223,156 |
Weighted average per share market value of stock on grant date | $23.62 | $16.26 | $25.77 |
Stockholders_Equity_Total_Shar
Stockholders' Equity - Total Share-based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | $24.10 | $16.90 | $25 |
Associated tax benefits recognized | 7.8 | 6.2 | 9.3 |
2013 Three-year PSU Awards [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | 4.4 | ' | ' |
2013 WVH Incentive Compensation [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | 2.5 | ' | ' |
2012 Three-year PSU Awards [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | 2.4 | 1.9 | ' |
2012 President & COO Four-year Incentive Compensation [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | 0.6 | 0.2 | ' |
2011 Three-year PSU Awards [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | -1.2 | 1.7 | 3 |
2010 Three-year PSU Awards [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | 0.1 | 0.9 | 6 |
2009 Two-year PSU Awards [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | ' | ' | -0.7 |
2009 Three-year PSU Awards [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | ' | ' | 7.4 |
SLO Awards [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | 2.8 | 0.7 | 0.3 |
Other Long-term Share-based Incentive Compensation Programs [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | $12.50 | $11.50 | $9 |
Stockholders_Equity_Total_Shar1
Stockholders' Equity - Total Share-based Compensation Expense (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | $24.10 | $16.90 | $25 |
2013 WVH Incentive Compensation [Member] | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' |
Total share-based incentive compensation expense | $2.50 | ' | ' |
Stockholders_Equity_Estimated_
Stockholders' Equity - Estimated Amount of Total Share-Based Compensation Expense (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
2014 | $19.30 |
2015 | 12.3 |
2016 | 3.7 |
2017 | 0.2 |
Total | 35.5 |
2013 Three-year PSU Awards [Member] | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
2014 | 4 |
2015 | 4 |
2016 | ' |
2017 | ' |
Total | 8 |
2012 Three-year PSU Awards [Member] | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
2014 | 1.7 |
2015 | ' |
2016 | ' |
2017 | ' |
Total | 1.7 |
2012 President & COO Four-year Incentive Compensation [Member] | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
2014 | 0.4 |
2015 | 0.3 |
2016 | 0.2 |
2017 | ' |
Total | 0.9 |
SLO Awards [Member] | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
2014 | 0.7 |
2015 | ' |
2016 | ' |
2017 | ' |
Total | 0.7 |
Other Long-term Share-based Incentive Compensation Programs [Member] | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
2014 | 12.5 |
2015 | 8 |
2016 | 3.5 |
2017 | 0.2 |
Total | $24.20 |
Stockholders_Equity_Additional4
Stockholders' Equity - Additional Information 4 (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 28, 2013 | Feb. 14, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 01, 2012 | Mar. 27, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Mar. 11, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Feb. 28, 2013 | Dec. 31, 2013 | Feb. 28, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 13, 2013 | Dec. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Feb. 29, 2012 | Feb. 28, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 01, 2013 |
PSU Awards [Member] | 2013 Three-year PSU Awards [Member] | 2013 Three-year PSU Awards [Member] | 2013 Three-year PSU Awards [Member] | 2013 Three-year PSU Awards [Member] | 2013 Three-year PSU Awards [Member] | 2012 Three-year PSU Awards [Member] | 2012 Three-year PSU Awards [Member] | 2012 Three-year PSU Awards [Member] | 2012 Three-year PSU Awards [Member] | 2012 Three-year PSU Awards [Member] | 2012 Three-year PSU Awards [Member] | 2012 Three-year PSU Awards [Member] | 2011 Three-year PSU Awards [Member] | 2011 Three-year PSU Awards [Member] | 2011 Three-year PSU Awards [Member] | 2011 Three-year PSU Awards [Member] | 2011 Three-year PSU Awards [Member] | 2010 Three-year PSU Awards [Member] | 2010 Three-year PSU Awards [Member] | 2009 Two-year PSU Awards [Member] | 2009 Two-year PSU Awards [Member] | SLO Awards [Member] | SLO Awards [Member] | SLO Awards [Member] | 2009 Three-year PSU Awards [Member] | 2009 Three-year PSU Awards [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | 2005 Contingent Stock Plan [Member] | ||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | 2009 Two-year PSU Awards [Member] | 2009 Two-year PSU Awards [Member] | 2009 Three-year PSU Awards [Member] | 2009 Three-year PSU Awards [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||
Maximum [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period in the beginning of each year to award Performance Share Unit | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends accrued in other current liabilities | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average return on total share holders | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Target level for the determination of performance goals and measures for adjusted EBITDA goal | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PSU awards performance period | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PSU awards performance period beginning date | ' | ' | ' | ' | 1-Jan-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PSU awards performance period Ending date | ' | ' | ' | ' | 31-Dec-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Targeted number of common stock shares to be earned under the performance incentive plan | ' | ' | ' | ' | 536,771 | ' | ' | ' | ' | 440,582 | ' | ' | ' | ' | ' | ' | ' | 316,030 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares to be issued as a percentage of target shares under the performance incentive plan | ' | ' | ' | ' | ' | ' | ' | 0.00% | 200.00% | ' | ' | ' | ' | ' | 0.00% | 200.00% | ' | ' | ' | 0.00% | 200.00% | 116.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200.00% | ' | 200.00% | ' |
Per share price of common stock | ' | ' | ' | ' | ' | $22.21 | $18.97 | ' | ' | ' | ' | ' | $14.27 | $19.72 | ' | ' | ' | ' | $26.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27.20 | $17.19 | $24.93 | ' | ' | ' | ' | ' |
Valuation per share | ' | ' | ' | ' | ' | $34.05 | $25.19 | ' | ' | ' | ' | ' | $12.57 | $23.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Target level for the determination of performance goals and measures | ' | ' | ' | ' | 100.00% | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | 0.00% | 92.00% | 84.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Targeted number of common stock shares to be earned under the performance incentive plan at ROIC target level | ' | ' | ' | ' | 187,870 | ' | ' | ' | 348,901 | 110,145 | ' | ' | ' | ' | 0 | 202,668 | 132,733 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recordable incident rate to be achieved under additional goal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '0.90 or better | ' | ' | ' | ' | ' | ' | '1.20 or better | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average return on invested capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Growth of net trade sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate increase or decrease in the number of shares earned for all participants based on the performance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,058 | ' | ' | ' | ' | ' | ' | ' | 31,603 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140,155 | 140,155 | 300,427 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase or decrease in the number of shares earned for each participant based on the performance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Up to 10% of the target | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Targeted number of common stock shares to be earned under performance incentive plan at threshold for minimum payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage targeted number of common stock shares net of forfeiture related to volume goal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock issued for the 2009 two-year PSU awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 472,865 | 472,865 | 1,114,139 | 1,114,139 | ' | ' | ' | 1,155,018 | 1,155,018 | ' | ' | ' | 398,230 | 703,620 | 308,650 | ' | ' | ' | ' | ' |
Acquired stock under 2005 contingent stock plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 172,204 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 414,210 | 408,751 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Withheld for Minimum Tax Obligation in Treasury Stock at Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12 | ' | $9 | ' | ' |
Restricted shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares expected to be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 |
Share based compensation stock award premium | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock shares and restricted stock units included in SLO Award target | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103,437 | 72,538 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation expense recognized period | '15 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Awards vest at grant date | 15-Mar-14 | 15-Mar-13 | 15-Mar-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other_Expense_net_Details_of_O
Other Expense, net - Details of Other Expense, Net (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Other Income And Expenses [Abstract] | ' | ' | ' |
Interest and dividend income | $11 | $12 | $9 |
Net foreign exchange transaction losses | -10.5 | -13.4 | -20.2 |
Bank fee expense | -6.8 | -5.2 | -4 |
Settlement agreement and related costs | -1 | -0.7 | -0.9 |
Noncontrolling interests | 0.9 | 2.6 | 3.2 |
Costs associated with our accounts receivable securitization program | -0.7 | -0.7 | -0.7 |
Gain on sale of a North American facility | ' | ' | 3.9 |
Other, net | -4.8 | -4 | -4.8 |
Other expense, net | ($11.90) | ($9.40) | ($14.50) |
Other_Expense_net_Additional_I
Other Expense, net - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | ' | ' | ' |
Impairment of equity method investment | ' | $2.10 | $23.50 |
Amount of guarantee obligations given by joint ventures | 20 | ' | ' |
Provisions for bad debt on receivables due from joint venture | 2 | ' | ' |
Other - than - temporary impairment, gross | 26 | ' | ' |
Other - than - temporary impairment, net | 18 | ' | ' |
Other - than - temporary impairment, net per share | $0.09 | ' | ' |
Write-down of investment (expense) | 4 | ' | ' |
Carrying value of the investment | $0 | ' | ' |
Net_Earnings_Loss_per_Common_S2
Net Earnings (Loss) per Common Share - Calculation of Basic and Diluted Net Earnings (Loss) Per Common Share (Detail) (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Numerator | ' | ' | ' |
Net earnings (loss) available to common stockholders | $124.20 | ($1,410.30) | $149.10 |
Distributed and allocated undistributed net earnings (loss) to non-vested restricted stockholders | -0.6 | -0.5 | -0.9 |
Distributed and allocated undistributed net earnings (loss) to common stockholders | 123.6 | -1,410.80 | 148.2 |
Distributed net earnings - dividends paid to common stockholders | -101.3 | -100.4 | -86.8 |
Allocation of undistributed net earnings (loss) to common stockholders | 22.3 | -1,511.20 | 61.4 |
Denominator | ' | ' | ' |
Weighted average number of common shares outstanding - basic | 194.6 | 192.8 | 167 |
Basic net earnings (loss) per common share: | ' | ' | ' |
Distributed net earnings (loss) to common stockholders | $0.52 | $0.52 | $0.52 |
Allocated undistributed net earnings (loss) to common stockholders | $0.12 | ($7.83) | $0.37 |
Net earnings (loss) per common share - basic | $0.64 | ($7.31) | $0.89 |
Numerator | ' | ' | ' |
Distributed and allocated undistributed net earnings (loss) to common stockholders | 123.6 | -1,410.80 | 148.2 |
Add: Allocated undistributed net earnings (loss) to non-vested restricted stockholders | 0.1 | ' | 0.4 |
Less: Undistributed net earnings (loss) reallocated to non-vested restricted stockholders | -0.1 | ' | -0.3 |
Net earnings (loss) available to common stockholders - diluted | $123.60 | ($1,410.80) | $148.30 |
Denominator | ' | ' | ' |
Weighted average number of common shares outstanding - basic | 194.6 | 192.8 | 167 |
Effect of assumed issuance of Settlement agreement shares | 18 | ' | 18 |
Effect of non-vested restricted stock units | 0.9 | ' | 0.4 |
Weighted average number of common shares outstanding - diluted | 213.5 | 192.8 | 185.4 |
Diluted net earnings (loss) per common share | $0.58 | ($7.31) | $0.80 |
Net_Earnings_Loss_per_Common_S3
Net Earnings (Loss) per Common Share - Calculation of Basic and Diluted Net Earnings (Loss) Per Common Share (Parenthetical) (Detail) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Earnings Per Share [Abstract] | ' |
Common stock reserved | 18 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 03, 2014 | Feb. 14, 2014 | Feb. 03, 2014 | Feb. 03, 2014 | Feb. 03, 2014 |
In Millions, unless otherwise specified | 12% Senior Notes Due February 2014 [Member] | 12% Senior Notes Due February 2014 [Member] | 12% Senior Notes Due February 2014 [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] |
12% Senior Notes Due February 2014 [Member] | Cash and Cash Equivalents [Member] | Revolving Credit Facility [Member] | Accounts Receivable Securitization Programs [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payment for settlement | ' | ' | ' | $930 | ' | $555 | $260 | $115 |
Registration rights agreement dated | ' | ' | ' | 3-Feb-14 | ' | ' | ' | ' |
Description of resales of the Settlement Shares | ' | ' | ' | 'Resales of the Settlement Shares on or prior to 60 days after February 3, 2014. | ' | ' | ' | ' |
Debt interest rate | 12.00% | 12.00% | 12.00% | ' | 12.00% | ' | ' | ' |