Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SEE | |
Entity Registrant Name | SEALED AIR CORP/DE | |
Entity Central Index Key | 1,012,100 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 195,812,519 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | ||
Current assets: | ||||
Cash and cash equivalents | $ 258.4 | $ 333.7 | ||
Trade receivables, net of allowance for doubtful accounts of $8.5 in 2017 and $8.4 in 2016 | 450.5 | 460.5 | ||
Income tax receivables | 10.3 | 11.5 | ||
Other receivables | 73.7 | 72.7 | ||
Inventories, net of inventory reserves of $14.9 in 2017 and $13.4 in 2016 | 507 | 456.7 | ||
Current assets held for sale | 2,891.8 | 825.7 | ||
Prepaid expenses and other current assets | 95.8 | 54.5 | ||
Total current assets | 4,287.5 | 2,215.3 | ||
Property and equipment, net | 910.1 | 889.6 | ||
Goodwill | 1,884.7 | 1,882.9 | ||
Intangible assets, net | 39.3 | 40.1 | ||
Deferred taxes | 122.4 | 169.9 | ||
Non-current assets held for sale | 2,026 | |||
Other non-current assets | 177.2 | 175.4 | ||
Total assets | 7,421.2 | 7,399.2 | ||
Current liabilities: | ||||
Short-term borrowings | [1],[2],[3] | 96.9 | 83 | |
Current portion of long-term debt | [4] | 296.5 | 297 | |
Accounts payable | 581.1 | 539.2 | ||
Current liabilities held for sale | 1,215.4 | 683.3 | ||
Accrued restructuring costs | 35.1 | 44.8 | ||
Other current liabilities | 436.6 | 471.7 | ||
Total current liabilities | 2,661.6 | 2,119 | ||
Long-term debt, less current portion | [5] | 3,762.7 | 3,762.6 | |
Deferred taxes | 4.3 | 4.9 | ||
Non-current liabilities held for sale | 501 | |||
Other non-current liabilities | 397.8 | 402 | ||
Total liabilities | 6,826.4 | 6,789.5 | ||
Commitments and contingencies - Note 15 | ||||
Stockholders’ equity: | ||||
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2016 and 2015 | ||||
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 229,942,206 in 2017 and 227,638,738 in 2016; shares outstanding: 195,824,449 in 2017 and 193,482,383 in 2016 | 23 | 22.8 | ||
Additional paid-in capital | 1,983.5 | 1,974.1 | ||
Retained earnings | 965.4 | 1,040 | ||
Common stock in treasury, 34,117,757 shares in 2017 and 34,156,355 shares in 2016 | (1,478.1) | (1,478.1) | ||
Accumulated other comprehensive loss, net of taxes | (899) | [6] | (949.1) | |
Total stockholders’ equity | 594.8 | 609.7 | ||
Total liabilities and stockholders’ equity | $ 7,421.2 | $ 7,399.2 | ||
[1] | As of March 31, 2017 and December 31, 2016, there were $26.3 million and $25.4 million of cash held on deposit, respectively, as a compensating balance for certain short-term borrowings, which is recorded in other current assets on the Condensed Consolidated Balance Sheet | |||
[2] | Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries. | |||
[3] | Short-term borrowings of $96.9 million at March 31, 2017 are comprised primarily of $61.9 million short-term borrowing from various lines of credit, $30.0 million of borrowings outstanding under our U.S. accounts receivable securitization program and $5.0 million outstanding under our revolving credit facility. Short-term borrowings at December 31, 2016 were comprised primarily of $83.0 million short-term borrowings from various lines of credit. | |||
[4] | Term Loan A facility due July 2019 has required prepayments which are due through the first quarter of 2018 and the outstanding balance of the Term Loan A facility due in July 2017 are included in the current portion of long-term debt. | |||
[5] | Amounts are net of unamortized discounts and issuance costs of $34.8 million as March 31, 2017 and $36.3 million as of December 31, 2016. | |||
[6] | The ending balance in AOCI includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $11.3 million as of March 31, 2017 and $(19.4) million as of March 31, 2016. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Trade receivables, net of allowance for doubtful accounts | $ 8.5 | $ 8.4 |
Inventory reserves | $ 14.9 | $ 13.4 |
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 | 229,942,206 | 227,638,738 |
Common stock, shares outstanding | 195,824,449 | 193,482,383 |
Common stock in treasury, shares | 34,117,757 | 34,156,355 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Income Statement [Abstract] | |||
Net sales | $ 1,032.2 | $ 1,005.9 | |
Cost of sales | 695.8 | 670.3 | |
Gross profit | 336.4 | 335.6 | |
Selling, general and administrative expenses | 195.8 | 185.1 | |
Amortization expense of intangible assets acquired | 5 | 2.8 | |
Restructuring and other charges | 1.9 | (0.2) | |
Operating profit | 133.7 | 147.9 | |
Interest expense | (48.8) | (50.9) | |
Foreign currency exchange loss related to Venezuelan subsidiaries | (1) | ||
Other expense, net | (2.3) | (3.5) | |
Earnings from continuing operations before income tax provision | 82.6 | 92.5 | |
Income tax provision | [1] | 136.4 | 17.6 |
Net (loss) earnings from continuing operations | (53.8) | 74.9 | |
Net earnings from discontinued operations, net of tax | 10.6 | 27.5 | |
Net (loss) earnings available to common stockholders | $ (43.2) | $ 102.4 | |
Basic | |||
Continuing operations | $ (0.27) | $ 0.37 | |
Discontinued operations | 0.05 | 0.14 | |
Net (loss) earnings per common share – basic | [1] | (0.22) | 0.51 |
Diluted | |||
Continuing operations | (0.27) | 0.37 | |
Discontinued operations | 0.05 | 0.14 | |
Net (loss) earnings per common share – diluted | [1] | (0.22) | 0.51 |
Dividends per common share | $ 0.16 | $ 0.13 | |
Weighted average number of common shares outstanding: | |||
Basic | 193.4 | 195.2 | |
Diluted | [1] | 195.7 | 197.5 |
[1] | The Company early adopted ASU 2016-09 on a prospective basis, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional 404,347 diluted weighted average number of common shares outstanding for the three months ended March 31, 2016, and recognition of excess tax benefits of $9.6 million in net earnings from continuing operations, and $1.0 million in net earnings from discontinued operations for the three months ended March 31, 2016. As a result, continuing operations net earnings per common share increased by $0.05 per share for the three months ended March 31, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to Condensed Consolidated Financial Statements for further details. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Effect of early adoption of ASU, Additional diluted weighted average common shares | [1] | 195,700,000 | 197,500,000 |
Effect of early adoption of ASU, Excess tax benefit from continuing operations | [1] | $ 136.4 | $ 17.6 |
Early Adoption Effect [Member] | Accounting Standards Update 2016-09 [Member] | Restatement Adjustment [Member] | |||
Effect of early adoption of ASU, Additional diluted weighted average common shares | 404,347 | ||
Effect of early adoption of ASU, Excess tax benefit from continuing operations | $ (9.6) | ||
Effect of early adoption of ASU, Excess tax benefit from discontinued operations | $ (1) | ||
Effect of early adoption of ASU, Net increase in earnings per common share | $ 0.05 | ||
[1] | The Company early adopted ASU 2016-09 on a prospective basis, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional 404,347 diluted weighted average number of common shares outstanding for the three months ended March 31, 2016, and recognition of excess tax benefits of $9.6 million in net earnings from continuing operations, and $1.0 million in net earnings from discontinued operations for the three months ended March 31, 2016. As a result, continuing operations net earnings per common share increased by $0.05 per share for the three months ended March 31, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to Condensed Consolidated Financial Statements for further details. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net (loss) earnings available to common stockholders | $ (43.2) | $ 102.4 |
Other comprehensive income (loss), net of taxes: | ||
Recognition of deferred pension items, net of taxes of $0.2 for the three months ended March 31, 2017 and $(0.6) for the three months ended March 31, 2016 | 4.5 | 1.7 |
Foreign currency translation adjustments, net of taxes of $1.9 for the three months ended March 31, 2017 and $2.1 for the three months ended March 31, 2016 | 55.2 | (9.3) |
Other comprehensive income (loss), net of taxes | 50.1 | (34.3) |
Comprehensive income, net of taxes | 6.9 | 68.1 |
Net Investment Hedge [Member] | ||
Other comprehensive income (loss), net of taxes: | ||
Unrealized (losses) gains on derivative instruments, net of taxes | (4.9) | (22.6) |
Cash Flow Hedge [Member] | ||
Other comprehensive income (loss), net of taxes: | ||
Unrealized (losses) gains on derivative instruments, net of taxes | $ (4.7) | $ (4.1) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Recognition of deferred pension items, taxes | $ 0.2 | $ (0.6) |
Foreign currency translation adjustments, taxes | 1.9 | 2.1 |
Net Investment Hedge [Member] | ||
Unrealized (losses) gains on derivative instruments, taxes | 3 | 14 |
Cash Flow Hedge [Member] | ||
Unrealized (losses) gains on derivative instruments, taxes | $ 1.2 | $ 1.9 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Cash Flows [Abstract] | ||
Net (loss) earnings available to common stockholders | $ (43.2) | $ 102.4 |
Adjustments to reconcile net earnings to net cash provided by operating activities | ||
Depreciation and amortization | 52.8 | 49.1 |
Share-based incentive compensation | 8.9 | 9.7 |
Profit sharing expense | 8.8 | 6.8 |
Remeasurement loss related to Venezuelan subsidiaries | 0.2 | 1.7 |
Provisions for bad debt | 1.8 | 1 |
Provisions for inventory obsolescence | 2.4 | 3.6 |
Deferred taxes, net | 112.2 | (11.4) |
Net (gain) loss on sale of business | (2.3) | 2.5 |
Other non-cash items | 0.1 | 3.7 |
Changes in operating assets and liabilities: | ||
Trade receivables, net | (3.3) | (22.3) |
Inventories | (64.3) | (65.1) |
Accounts payable | 56.1 | 39 |
Other assets and liabilities | (113) | (106) |
Net cash provided by operating activities | 17.2 | 14.7 |
Cash flows from investing activities: | ||
Capital expenditures | (50.4) | (51.8) |
Proceeds, net from sale of business | 2.3 | 4.2 |
Proceeds from sales of property, equipment and other assets | 0.1 | 1.3 |
Settlement of foreign currency forward contracts | (7.3) | (22.4) |
Net cash used in investing activities | (55.3) | (68.7) |
Cash flows from financing activities: | ||
Net proceeds from borrowings | 10.2 | 106.8 |
Cash used as collateral on borrowing arrangements | (1.2) | (0.2) |
Dividends paid on common stock | (31.4) | (26.2) |
Acquisition of common stock for tax withholding obligations under our Omnibus stock plan and 2005 Contingent Stock plan | (21.5) | (22.3) |
Repurchases of common stock | (32) | |
Other financing activities | (1.8) | |
Net cash (used in) provided by financing activities | (45.7) | 26.1 |
Effect of foreign currency exchange rate changes on cash and cash equivalents | 8.5 | (10.9) |
Balance, beginning of period | 333.7 | 321.7 |
Net change during the period | (75.3) | (38.8) |
Balance, end of period | 258.4 | 282.9 |
Supplemental Cash Flow Information: | ||
Interest payments, net of amounts capitalized | 48 | 48.9 |
Income tax payments | 46.2 | 29.6 |
Stock appreciation rights payments (less amounts included in restructuring payments) | 0.1 | |
Restructuring payments including associated costs | 15.2 | 18.7 |
Non-cash items: | ||
Transfers of shares of our common stock from treasury for our 2016 and 2015 profit-sharing plan contributions | $ 22.3 | $ 37.6 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Changes in accounting treatment, reclassification of cash and cash equivalent to other receivables | $ 2.8 |
Changes in accounting treatment, decrease in operating cash flow from reclassification of cash and cash equivalent | (3.9) |
Early Adoption Effect [Member] | Accounting Standards Update 2016-09 [Member] | Restatement Adjustment [Member] | |
Effect of early adoption of ASU, Net increase in operating cash flow | 6.8 |
Effect of early adoption of ASU, Net decrease in financing cash flow | $ (6.8) |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | Note 1 Organization and Basis of Presentation Organization 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 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. Basis of Presentation Our Condensed 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. In management’s opinion, all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of our Condensed Consolidated Balance Sheet as of March 31, 2017 and our Condensed Consolidated Statement of Operations for the three months ended March 31, 2017 and 2016 have been made. The results set forth in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2017 and in our Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year. 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, did not have a material impact on our condensed consolidated financial condition, results of operations or cash flows. Our Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the U.S. Securities and Exchange Commission (“SEC”). As permitted under those rules, annual footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted. The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. We are responsible for the unaudited Condensed Consolidated Financial Statements and notes included in this report. As these are condensed financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as filed with the SEC on February 15, 2017 (“2016 Form 10-K”) and with the information contained in other publicly-available filings with the SEC. On March 25, 2017, we entered into a definitive agreement to sell the Diversey Care division and the food hygiene and cleaning business within the Food Care division. The net assets of Diversey have met the criteria to be classified as “held for sale” and are reported as such in all periods presented. Results of operations for Diversey are reported as discontinued operations in all periods presented. See Note 3 “Discontinued Operations” for further information. As a result of the Diversey transaction, we have also changed our segment reporting structure effective as of January 1, 2017. See Note 4, “Segments” for further information. Impact of Inflation and Currency Fluctuation Venezuela Economic and political events in Venezuela have continued to expose us to heightened levels of foreign currency exchange risk. Accordingly, Venezuela has been designated a highly inflationary economy under U.S. GAAP, and the U.S. dollar replaced the bolivar fuerte as the functional currency for our subsidiaries in Venezuela. All bolivar-denominated monetary assets and liabilities are remeasured into U.S. dollars using the current exchange rate available to us, and any changes in the exchange rate are reflected in foreign currency exchange loss related to our Venezuelan subsidiaries on the Condensed Consolidated Statements of Operations. 2016 Activity Effective March 10, 2016, there were only two legal mechanisms in Venezuela to access U.S. dollars. This included the DIPRO (10.0 bolivars per U.S. dollar), which replaced the CENCOEX rate and is the preferential rate for essential goods and services and; the DICOM rate, which replaced the SIMADI rate, which is allowed to float freely. At March 31, 2016, we evaluated which legal mechanisms were available to our Venezuelan subsidiaries to access U.S. dollars. We concluded that we would use the DICOM rate to remeasure our bolivar denominated monetary assets and liabilities since it was our only legally available option and our intent on a go-forward basis to utilize this market to settle any future transactions based on the then current facts and circumstances. The DICOM rate as of March 31, 2016 was 272.9123. D 2017 Activity At March 31, 2017, we concluded that we would continue to use the DICOM rate to remeasure our remaining bolivar denominated monetary assets and liabilities since it was our only legally available option and our intent on a go-forward basis to utilize this market if needed, to settle any future transactions based on current facts and circumstances. During the first quarter of 2017, we did not receive any U.S dollars via any of the legal mechanisms noted above. As a result of this evaluation, the Company reported a remeasurement loss of less than $1.0 million (all of which was included in continuing operations) for the three months ended March 31, 2017. We will continue to evaluate each reporting period the appropriate exchange rate to remeasure our financial statements based on the facts and circumstances as applicable. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Note 2 Recently Issued Accounting Standards Recently Adopted Accounting Standards In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 was effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption was permitted. The Company elected to early adopt ASU 2016-09 in the third quarter of 2016 which required us to reflect any adjustments as of January 1, 2016, the beginning of the annual period that included the interim period of adoption. Under previous guidance, excess tax benefits and certain tax deficiencies from share-based compensation arrangements were recorded in additional paid-in-capital within equity when the awards vested or were settled. ASU 2016-09 requires that all excess tax benefits and all tax deficiencies be recognized as income tax expense or benefit in the income statement and adoption was on a prospective basis. As a result of the adoption, the Company recognized excess tax benefits of $ 1.0 million in net earnings from discontinued operations for an additional 404,347 of diluted weighted average number of common shares outstanding for the three months ended March 31, 2016. As a result, continuing operations net earnings per common share increased by $0.05 per share for the three months ended March 31, 2016. Additionally, the Company elected to apply the cash flow classification guidance of ASU 2016-09 retrospectively. For the three months ended March 31, 2016 this resulted in an increase in operating cash flow of $6.8 million and a decrease in financing activities of $6.8 million. Recently Issued Accounting Standards In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Benefit Postretirement Benefit Cost (“ASU 2017-07”). ASU 2017-017 changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component outside of income from operations. The amendments in ASU 2017-07 are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements have not been issued or made available for issuance. We are currently in the process of evaluating this new standard update. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 as part of the goodwill impairment test. The amount of the impairment charge to be recognized would now be the amount by which the carrying value exceeds the reporting unit’s fair value. The loss to be recognized cannot exceed the amount of goodwill allocated to that reporting unit. The amendments in ASU 2017-04 are effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently in the process of evaluating this new standard update. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 provides a screen to determine when a set is not a business. This screen states that when substantially all of the fair value of the group assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. The amendments in ASU 2017-01 are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early application is permitted for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued. We are currently in the process of evaluating this new standard update. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that entities include restricted cash and restricted cash equivalents with cash and cash equivalents in the beginning-of-period and end-of-period total amounts shown on the Statement of Cash Flows. The amendments in ASU 2016-18 are effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. Early adoption, including adoption in interim periods, is permitted for all entities. Retrospective transition method is to be applied to each period presented. We are currently in the process of evaluating this new standard update. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 requires entities to recognize income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in ASU 2016-16 are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements have not been issued or made available for issuance. We are currently in the process of evaluating this new standard update. In August 2015, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on eight specific cash flow issues in regard to how cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 are effective for fiscal years beginning after December 15, 2017, including interim periods within those years, with early adoption permitted. We are currently in the process of evaluating this new standard update. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal periods. Entities may adopt earlier as of the fiscal year beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of evaluating this new standard update. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ASU 2016-02”). This ASU requires an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. We are currently in the process of evaluating this new standard update. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU requires equity investments except those under the equity method of accounting to be measured at fair value with the changes in fair value recognized in net income. The amendment simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. In addition, it also requires enhanced disclosures about investments. The amendments in ASU 2016-01 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application for certain provisions is allowed but early adoption of the amendments is not permitted. An entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We are currently in the process of evaluating this new standard update. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”) and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016 and May 2016 within ASU 2015-04, ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively (ASU 2014-09, ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2017-05 collectively, Topic 606). Previous revenue recognition guidance in U.S. GAAP comprised broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 expands and enhances disclosure requirements which require disclosing sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This includes both qualitative and quantitative information. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, (“ASU 2015-14”). The amendments in ASU 2015-14 delay the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017 and allow early adoption as of the original public entity effective date. The amendments in ASU 2016-08, ASU 2016-10 and ASU 2016-12 are effective in conjunction with ASU 2015-14. The guidance permits two methods of adoption: full retrospective in which the standard is applied to all of the periods presented or modified retrospective where an entity will have to recognize the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings. We currently anticipate adopting the modified retrospective method. Our efforts to adopt this standard to date have focused on contract analysis at a regional level. We currently estimate the most significant impact will be on the accounting for Free on Loan equipment in our Food Care division. Whereas today we do not recognize revenue on Free on Loan equipment, under the new standard, we anticipate allocating revenue to that equipment and treating it as a performance obligation. We are in the process of assessing the timing of when revenue assigned to Free on Loan equipment would be recognized. We have not completed our analysis at a segment level, and are in the process of quantifying the potential impact of the new standard. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note 3 Discontinued Operations On March 25, 2017, we entered into a definitive agreement to sell our Diversey Care division and the food hygiene and cleaning business within our Food Care division for gross proceeds of USD equivalent $3.2 billion, subject to customary closing conditions. The transaction is expected to be completed in the third quarter of 2017. The transaction is expected to generate approximately $2.5 billion in net cash, on an after tax basis. We intend to use the cash generated from this transaction to repay debt and maintain our credit profile, repurchase shares to minimize earnings dilution, and fund core growth initiatives, including potential complementary acquisitions to our Food Care and Product Care divisions. The sale of Diversey will allow us to enhance our strategic focus on the Food Care and Product Care divisions and simplify our operating structure. We have classified the operating results from this business, together with certain costs related to the divestiture transaction, as discontinued operations, net of tax, in the condensed consolidated statements of operations for the three months March 31, 2017 and 2016. Assets and liabilities of this business are classified as “held for sale” in the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016. Summary operating results of Diversey were as follows: Three Months Ended March 31, (In millions) 2017 2016 Net sales $ 581.7 $ 584.7 Cost of sales 330.5 330.9 Gross profit 251.2 253.8 Selling, general and administrative expenses 198.9 211.4 Amortization expense of intangible assets acquired 17.7 18.7 Operating profit 34.6 23.7 Other expense, net (2.9 ) (4.0 ) Earnings from discontinued operations before income tax provision (benefit) 31.7 19.7 Income tax provision (benefit) 21.1 (7.8 ) Net earnings from discontinued operations $ 10.6 $ 27.5 For the three months ended March 31, 2017, net earnings from discontinued operations was negatively impacted by $19.5 million of tax expense related to a change in the repatriation strategy of foreign earnings. For the three months ended March 31, 2016, net earnings from discontinued operations was favorably impacted by $9.3 million primarily from a benefit related to repatriation strategy and the release of reserves. The carrying value of the major classes of assets and liabilities of Diversey were as follows: March 31, December 31, (In millions) 2017 2016 Assets: Cash and cash equivalents $ 30.0 $ 30.0 Receivables, net 436.2 438.2 Inventories 227.9 203.2 Other receivables 82.8 70.3 Prepaid expenses and other current assets 87.8 80.6 Property and equipment, net 172.6 170.6 Goodwill 986.8 972.8 Intangible assets, net 653.9 669.9 Non-current deferred tax assets 43.0 50.7 Other non-current assets 167.4 162.0 Total assets held for sale $ 2,888.4 $ 2,848.3 Liabilities: Short-term borrowings $ 20.6 $ 9.6 Current portion of long-term debt 30.5 31.1 Accounts payable 359.9 346.5 Other current liabilities 260.0 296.1 Long term debt 175.5 175.7 Deferred tax liabilities 107.7 56.3 Other non-current liabilities 261.2 269.0 Total liabilities held for sale $ 1,215.4 $ 1,184.3 The following table presents selected financial information regarding cash flows of Diversey that are included within discontinued operations in the consolidated statements of cash flows: Three Months Ended March 31, (In millions) 2017 2016 Non-cash items included in net earnings from discontinued operations: Depreciation and amortization $ 23.4 $ 25.7 Share-based incentive compensation 3.3 2.8 Profit sharing expense 1.0 0.8 Provision for bad debt 1.3 1.4 Capital expenditures 3.4 7.8 The amounts disclosed in the tables above have been excluded from disclosures unless otherwise noted. Acquisitions On April 1, 2017 the Diversey Care division acquired the UVC disinfection portfolio of Daylight Medical, a manufacturer of innovative medical devices. The preliminary fair value of the consideration transferred was approximately $28.7 million which included $3.5 million of cash paid at closing as well as a preliminary fair value of $25.2 milllion related to noncontingent considerations which will be paid in the future and a preliminary fair value for liability-classified contingent consideration . The assets and liabilities acquired as part of the acquisition will be classified as held for sale on the Condensed Consolidated Balance Sheet in future periods. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | Note 4 Segments As a result of the Diversey transaction, we have changed our segment reporting structure. The Food Care division now excludes the food hygiene and cleaning business, which is included in discontinued operations, and includes our Medical Applications and New Ventures businesses, which were previously reported in the “Other” category. The Other category also previously included “Corporate” which is now its own category. The Company’s segment reporting structure now consists of two reportable segments and a Corporate category as follows: • Food Care (includes Medical Applications and New Ventures businesses); • Product Care; and • Corporate. The Company’s Food Care and Product Care segments are considered reportable segments under FASB ASC Topic 280. Our reportable segments are aligned with similar groups of products. Corporate 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. 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. As of January 1, 2017 we modified our calculation of Adjusted EBITDA to exclude interest income. The impact in this modification was $1.6 million for the three months ended March 31, 2016. We also disclose restructuring and other charges by segment, although these items are not included in the segment performance metric Adjusted EBITDA since restructuring and other charges are categorized as special items as outlined in the table reconciling Non-U.S. GAAP Total Company Adjusted EBITDA to U.S. GAAP net earnings from continuing operations set forth below. The accounting policies of the reportable segments and Other are the same as those applied to the Condensed Consolidated Financial Statements. The following tables show Net Sales and Adjusted EBITDA by our segment reporting structure: Three Months Ended March 31, (In millions) 2017 2016 Net Sales: Food Care $ 655.6 $ 638.4 As a % of Total Company net sales 63.5 % 63.5 % Product Care 376.6 367.5 As a % of Total Company net sales 36.5 % 36.5 % Total Company Net Sales $ 1,032.2 $ 1,005.9 Three Months Ended March 31, (In millions) 2017 2016 Adjusted EBITDA from continuing operations: Food Care 141.5 $ 138.6 Adjusted EBITDA Margin 21.6 % 21.7 % Product Care 74.1 77.1 Adjusted EBITDA Margin 19.7 % 21.0 % Corporate (1) (33.7 ) (29.5 ) Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 181.9 $ 186.2 Adjusted EBITDA Margin 17.6 % 18.5 % (1) Corporate includes costs previously allocated to the Diversey Care segment and food hygiene and cleaning business of our Food Care segment reported within discontinued operations of $8.0 million and $5.1 million for three months ended March 31, 2017 and 2016, respectively. The following table shows a reconciliation of U.S. GAAP net earnings from continuing operations to Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations: Three Months Ended March 31, (In millions) 2017 2016 Net (loss) earnings from continuing operations $ (53.8 ) $ 74.9 Interest expense (48.8 ) (50.9 ) Interest income 2.2 1.6 Income tax provision 136.4 17.6 Depreciation and amortization (2) (37.2 ) (34.9 ) Special items: Restructuring and other charges (3) (1.9 ) 0.2 Other restructuring associated costs included in cost of sales and selling, general and administrative expenses (3.9 ) (3.9 ) SARs — (0.1 ) Foreign currency exchange loss related to Venezuelan subsidiaries — (1.0 ) Gain on sale of European food trays business 2.3 (1.6 ) Loss related to the sale of other businesses, investments and property, plant and equipment — (1.7 ) Charges incurred related to the sale of Diversey (16.1 ) — Other special items (1) 4.1 (1.4 ) Pre-tax impact of Special items (15.5 ) (9.5 ) Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 181.9 $ 186.2 (1) Other Special Items for the three months ended March 31, 2017 primarily included a recovered wage tax as the result of a court ruling partially offset by legal fees associated with restructuring and acquisitions. Other Special Items for the three months ended March 31, 2016 primarily included legal fees associated with restructuring and acquisitions . (2) Depreciation and amortization by segment is as follows: Three Months Ended March 31, (In millions) 2017 2016 Food Care $ 25.1 $ 22.9 Product Care 11.5 9.6 Corporate 0.6 2.4 Total Company depreciation and amortization (1) $ 37.2 $ 34.9 (1) Includes share-based incentive compensation of $8.0 million for the three months ended March 31, 2017 and $11.5 million for the three months ended March 31, 2016. (3) Restructuring and other charges by segment were as follows: Three Months Ended March 31, (In millions) 2017 2016 Food Care $ 1.2 $ (0.1 ) Product Care 0.7 (0.1 ) Total Company restructuring and other charges $ 1.9 $ (0.2 ) Assets by Reportable Segments The following table shows assets allocated by our segment reporting structure. Only assets identifiable by segment and reviewed by our chief operating decision maker by segment are allocated by the reportable segment assets, which are trade receivables, net, and finished goods inventory, net. All other assets are included in “Assets not allocated.” March 31, December 31, (In millions) 2017 2016 Assets: Trade receivables, net, and finished goods inventories, net Food Care $ 461.4 $ 459.8 Product Care 279.2 261.5 Total segments and other 740.6 721.3 Assets not allocated Cash and cash equivalents 258.4 333.7 Property and equipment, net 910.1 889.6 Goodwill 1,884.7 1,882.9 Intangible assets, net 39.3 40.1 Assets held for sale 2,891.8 2,851.7 Other 696.3 679.9 Total $ 7,421.2 $ 7,399.2 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 Inventories The following table details our inventories, net: March 31, December 31, (In millions) 2017 2016 Inventories: Raw materials $ 88.1 $ 81.5 Work in process 128.8 114.4 Finished goods 290.1 260.8 Total $ 507.0 $ 456.7 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, net | Note 6 Property and Equipment, net The following table details our property and equipment, net: March 31, December 31, (In millions) 2017 2016 Land and improvements $ 42.9 $ 41.6 Buildings 609.7 600.2 Machinery and equipment 2,128.0 2,091.5 Other property and equipment 105.4 104.3 Construction-in-progress 232.8 210.1 Property and equipment, gross 3,118.8 3,047.7 Accumulated depreciation and amortization (2,208.7 ) (2,158.1 ) Property and equipment, net $ 910.1 $ 889.6 The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment. Three Months Ended March 31, (In millions) 2017 2016 Interest cost capitalized $ 3.0 $ 1.6 Depreciation and amortization expense for property and equipment $ 24.1 $ 20.6 |
Goodwill and Identifiable Asset
Goodwill and Identifiable Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Assets | Note 7 Goodwill and Identifiable Assets Goodwill The following table shows our goodwill balances by our segment reporting structure. 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. As of March 31, 2017, we did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. (In millions) Food Care Product Care Total Carrying Value at December 31, 2016 $ 510.8 $ 1,372.1 $ 1,882.9 Currency translation 1.1 0.7 1.8 Carrying Value at March 31, 2017 $ 511.9 $ 1,372.8 $ 1,884.7 Identifiable Intangible Assets The following tables summarize our identifiable intangible assets with definite and indefinite useful lives. As of March 31, 2017, there were no impairment indicators present. March 31, 2017 December 31, 2016 Gross Gross Carrying Accumulated Carrying Accumulated (In millions) Value Amortization Net Value Amortization Net Customer relationships $ 25.2 $ (18.0 ) $ 7.2 $ 25.0 $ (17.5 ) $ 7.5 Trademarks and tradenames 0.6 (0.2 ) 0.4 0.6 (0.2 ) 0.4 Capitalized software 45.3 (33.3 ) 12.0 42.6 (31.2 ) 11.4 Technology 34.6 (24.9 ) 9.7 34.4 (24.2 ) 10.2 Contracts 10.5 (9.4 ) 1.1 10.6 (8.9 ) 1.7 Total intangible assets with definite lives 116.2 (85.8 ) 30.4 113.2 (82.0 ) 31.2 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets $ 125.1 $ (85.8 ) $ 39.3 $ 122.1 $ (82.0 ) $ 40.1 The following table shows the remaining estimated future amortization expense at March 31, 2017. Year Amount (in millions) Remainder of 2017 $ 8.1 2018 7.5 2019 3.1 2020 1.5 Thereafter 10.2 Total $ 30.4 |
Accounts Receivable Securitizat
Accounts Receivable Securitization Programs | 3 Months Ended |
Mar. 31, 2017 | |
Transfers And Servicing [Abstract] | |
Accounts Receivable Securitization Programs | Note 8 Accounts Receivable Securitization Programs U.S. Accounts Receivable Securitization Program 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 issuers of commercial paper administered by these banks. The wholly-owned subsidiary retains the receivables it purchases from the operating subsidiaries. Any transfers of fractional ownership interests of receivables under the U.S. receivables securitization program to the two banks and issuers of commercial paper administered by these banks are considered secured borrowings with pledge of collateral and will be classified as short-term borrowings on our Condensed Consolidated Balance Sheets. These banks do not have any recourse against the general credit of the Company. The net trade receivables that served as collateral for these borrowings are reclassified from trade receivables, net to prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. As of March 31, 2017, the maximum purchase limit for receivable interests was $90.0 million, subject to the availability limits described below. The amounts available from time to time under this program may be less than $90.0 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 the three months ended March 31, 2017, the level of eligible assets available under the program was lower than $90.0 million primarily due to certain required reserves against our receivables. As a result, the amount available to us under the program was $69.0 million at March 31, 2017. Although we do not believe restrictions under this program 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. The program expires annually in September and is renewable. The program was renewed in September 2016 for an additional year. European Accounts Receivables Securitization Program We and a group of our European subsidiaries maintain an accounts receivable securitization program with a special purpose vehicle, or SPV, two banks and issuers of commercial paper administered by these banks. The European program is structured to be a securitization of certain trade receivables that are originated by certain of our European subsidiaries. The SPV borrows funds from the banks to fund its acquisition of the receivables and provides the banks with a first priority perfected security interest in the accounts receivable. We do not have an equity interest in the SPV. We concluded the SPV is a variable interest entity because its total equity investment at risk is not sufficient to permit the SPV to finance its activities without additional subordinated financial support from the bank via loans or via the collections from accounts receivable already purchased. Additionally, we are considered the primary beneficiary of the SPV since we control the activities of the SPV, and are exposed to the risk of uncollectable receivables held by the SPV. Therefore, the SPV is consolidated in our Condensed Consolidated Financial Statements. Any activity between the participating subsidiaries and the SPV is eliminated in consolidation. Loans from the banks to the SPV will be classified as short-term borrowings on our As of March 31, 2017, the maximum purchase limit for receivable interests was €110.0 million ($117.4 million equivalent at March 31, 2017) subject to availability limits. The terms and provisions of this program are similar to our U.S. program discussed above. As of March 31, 2017, the amount available under this program was €94.5 million ($100.8 million equivalent as of March 31, 2017). This program expires annually in February and is renewable. The planned maturity in February 2017 was extended to September 2017. Utilization of Our Accounts Receivable Securitization Programs As of , there were borrowings of $30.0 million outstanding under our U.S. program and . We continue to service the trade receivables supporting the programs, and the banks are permitted to re-pledge this collateral. Total interest expense related to the use of these programs was immaterial for the three months ended March 31, 2017 and 2016. 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 March 31, 2017. As of December 31, 2016, there were no amounts outstanding under our U.S. and European programs. |
Restructuring and Relocation Ac
Restructuring and Relocation Activities | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Relocation Activities | Note 9 Restructuring and Relocation Activities Consolidation of Restructuring Programs In the first quarter of 2016, the Board of Directors agreed to consolidate the remaining activities of all restructuring programs to create a single program to be called the “Sealed Air Restructuring Program” or the “Program.” The Program consists of a portfolio of restructuring projects across all of our divisions as part of our transformation of Sealed Air into a knowledge-based company, including reductions in headcount, and relocation of certain facilities and offices, which primarily reflects the relocation from our former corporate headquarters in Elmwood Park, New Jersey; and facilities in Saddle Brook, New Jersey; Racine, Wisconsin; and, Duncan and Greenville, South Carolina to our new global headquarters in Charlotte, North Carolina. The cost of the Charlotte campus is estimated to be approximately $120 million. Program metrics are as follows: Sealed Air Restructuring Program Approximate positions eliminated by the program 1,950 Estimated Program Costs (in millions): Costs of reduction in headcount as a result of reorganization $235-$245 Other expenses associated with the Program 155-160 Total expense $390-$405 Capital expenditures 250-255 Proceeds, foreign exchange and other cash items (70)-(75) Total estimated net cash cost $570-$585 Program to Date Cumulative Expense (in millions): Costs of reduction in headcount as a result of reorganization $ 226 Other expenses associated with the Program $ 109 Total Cumulative Expense $ 335 Cumulative Capital expenditures $ 224 The following table details our restructuring activities as reflected in the Condensed Statement of Operations for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, (In millions) 2017 2016 Continuing operations: Other associated costs $ 3.9 $ 3.9 Restructuring charges 1.9 (0.2 ) Total charges from continuing operations $ 5.8 $ 3.7 Charges included in discontinued operations (1.7 ) 2.4 Total charges $ 4.1 $ 6.1 Capital Expenditures $ 9.9 $ 19.1 The restructuring accrual, spending and other activity for the three months ended March 31, 2017 and the accrual balance remaining at March 31, 2017 related to the Program was as follows (in millions): Restructuring accrual at December 31, 2016 $ 47.4 Accrual and accrual adjustments (0.5 ) Cash payments during 2017 (10.9 ) Effect of changes in foreign currency exchange rates 0.7 Restructuring accrual at March 31, 2017 $ 36.7 We expect to pay $35.1 million of the accrual balance remaining at March 31, 2017 within the next twelve months. This amount is included in accrued restructuring costs on the Condensed Consolidated Balance Sheet at March 31, 2017. The remaining accrual of $1.6 million is expected to be paid in 2018. This amount is included in other non-current liabilities on our Condensed Consolidated Balance Sheet at March 31, 2017. |
Debt and Credit Facilities
Debt and Credit Facilities | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facilities | Note 10 Debt and Credit Facilities Our total debt outstanding consisted of the amounts set forth on the following table: March 31, December 31, (In millions) 2017 2016 Short-term borrowings (1) $ 96.9 $ 83.0 Current portion of long-term debt (2) 296.5 297.0 Total current debt 393.4 380.0 Term Loan A due July 2019 (2) 812.5 818.3 6.50% Senior Notes due December 2020 423.2 423.1 4.875% Senior Notes due December 2022 419.8 419.6 5.25% Senior Notes due April 2023 419.9 419.7 4.50% Senior Notes due September 2023 423.1 416.7 5.125% Senior Notes due December 2024 420.3 420.2 5.50% Senior Notes due September 2025 396.5 396.4 6.875% Senior Notes due July 2033 445.3 445.3 Other 2.1 3.3 Total long-term debt, less current portion (4) 3,762.7 3,762.6 Total debt (3)(5) $ 4,156.1 $ 4,142.6 (1) Short-term borrowings of $96.9 million at March 31, 2017 are comprised primarily of $61.9 million short-term borrowing from various lines of credit, $30.0 million of borrowings outstanding under our U.S. accounts receivable securitization program and $5.0 million outstanding under our revolving credit facility. Short-term borrowings at December 31, 2016 were comprised primarily of $83.0 million short-term borrowings from various lines of credit. (2) Term Loan A facility due July 2019 has required prepayments which are due through the first quarter of 2018 and the outstanding balance of the Term Loan A facility due in July 2017 are included in the current portion of long-term debt. (3) As of , our weighted average interest rate on our short-term borrowings outstanding was 3.4% and on our long-term debt outstanding was 4.6%. As of December 31, 2016, our weighted average interest rate on our short-term borrowings outstanding was 4.8% and on our long-term debt outstanding was 4.7%. (4) Amounts are net of unamortized discounts and issuance costs of $34.8 million as and $36.3 million as of December 31, 2016. (5) Long-term debt instruments are listed in order of priority. 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. March 31, December 31, (In millions) 2017 2016 Used lines of credit (1)(2) $ 96.9 $ 83.0 Unused lines of credit 1,026.1 1,074.4 Total available lines of credit (3) $ 1,123.0 $ 1,157.4 (1) Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries. (2) As of March 31, 2017 and December 31, 2016, there were $26.3 million and $25.4 million of cash held on deposit, respectively, as a compensating balance for certain short-term borrowings, which is recorded in other current assets on the Condensed Consolidated Balance Sheet. (3) Of the total available lines of credit, $869.8 million were committed as of March 31, 2017. Covenants Each issue of our outstanding senior notes imposes limitations on our operations and those of specified subsidiaries. The Second Amended and Restated Syndicated Credit Facility (“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 Amended Credit Facility). We were in compliance with the above financial covenants and limitations at March 31, 2017. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Note 11 Derivatives and Hedging Activities We report all derivative instruments on our Condensed 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. We record the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized. Foreign Currency Forward Contracts Designated as Cash Flow Hedges The primary purpose of our cash flow hedging activities is 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 cost of sales or net earnings from discontinued operations, net of tax, on our Condensed Consolidated Statements of Operations. Cash flows from non-designated derivative financial instruments are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. These contracts generally have original maturities of less than 12 months. Net unrealized after-tax gains/losses related to these contracts that were included in other comprehensive income were $2.9 million loss for the three months ended March 31, 2017 and $3.4 million loss for the three months ended March 31, 2016. The unrealized amounts in other comprehensive income will fluctuate based on changes in the fair value of open contracts during each reporting period. We estimate that $2.3 million of net unrealized derivative gains included in accumulated other comprehensive income (AOCI) will be reclassified into earnings within the next twelve months. 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 income, net or net earnings from discontinued operations, net of tax, on our Condensed Consolidated Statements of Operations and are largely offset by the remeasurement of the underlying foreign currency-denominated items indicated above. Cash flows from derivative financial instruments are classified as cash flows from investing activities in the Condensed Consolidated Statements of Cash Flows. These contracts generally have original maturities of less than 12 months. Interest Rate Swaps From time to time, we may use interest rate swaps to manage our fixed and floating interest rates on our outstanding indebtedness. At March 31, 2017 and December 31, 2016, we had no outstanding interest rate swaps. Interest Rate and Currency Swaps In 2014, in connection with exercising the $100.0 million delayed draw under the senior secured credit facility, we entered into a series of interest rate and currency swaps in a notional amount of $100.0 million. On September 30, 2016, the first $20.0 million swap contract matured and was settled. As a result of the settlement, the Company received $4.9 million. On March 31, 2017, a settlement payment was made for $1.8 million. These swaps have been classified as assets held for sale on the Condensed Consolidated Balance Sheet and the related activity has been classified as net eanrings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations. Net Investment Hedge During the second quarter of 2015, we entered into a series of foreign currency exchange forwards totaling €270.0 million. These foreign currency exchange forwards hedged a portion of the net investment in a certain European subsidiary against fluctuations in foreign exchange rates and expired in June 2015. The loss of $3.5 million ($2.2 million after tax) is recorded in AOCI on our Condensed Consolidated Balance Sheet. The €400.0 million 4.50% notes issued in June 2015 are designated as a net investment hedge, hedging a portion of our net investment in a certain European subsidiary against fluctuations in foreign exchange rates. The change in the fair value of debt was $23.0 million ($14.2 million after tax) as of March 31, 2017 and is reflected in long-term debt on our Condensed Consolidated Balance Sheet. In March 2015, we entered into a series of cross-currency swaps with a combined notional amount of $425.0 million, hedging a portion of the net investment in a certain European subsidiary against fluctuations in foreign exchange rates. The fair value of this hedge as of March 31, 2017 was $(7.0) million ($(4.3) million after tax) on our Condensed Consolidated Balance Sheet. Semi-annual interest settlements resulted in AOCI of $13.9 million ($8.6 million after tax). For derivative instruments that are designated and qualify as hedges of net investments in foreign operations, settlements and changes in fair values of the derivative instruments are recognized in unrealized net gains or loss on derivative instruments for net investment hedge, a component of AOCI, net of taxes, to offset the changes in the values of the net investments being hedged. Any portion of the net investment hedge that is determined to be ineffective is recorded in other income, net on the Condensed Consolidated Statements of Operations. Other Derivative Instruments We may use other derivative instruments from time to time to manage exposure to foreign exchange rates and 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. Fair Value of Derivative Instruments See Note 12, “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. The following table details the fair value of our derivative instruments included on our Condensed Consolidated Balance Sheets. Cash Flow Net Investment Hedge Non-Designated Total March 31, December 31, March 31, December 31, March 31, December 31, March 31, December 31, (In millions) 2017 2016 2017 2016 2017 2016 2017 2016 Derivative Assets Foreign currency forward contracts (2) $ 1.7 $ 4.9 $ — $ — $ 18.2 $ 11.4 $ 19.9 $ 16.3 Interest rate and currency swaps (2) 20.0 23.9 — — — — 20.0 23.9 Total Derivative Assets $ 21.7 $ 28.8 $ — $ — $ 18.2 $ 11.4 $ 39.9 $ 40.2 Derivative Liabilities Foreign currency forward contracts (2) $ (0.9 ) $ (0.1 ) $ — $ — $ (1.9 ) $ (11.5 ) $ (2.8 ) $ (11.6 ) Cross-currency swaps — — (7.0 ) (5.3 ) — — (7.0 ) (5.3 ) Total (1) $ (0.9 ) $ (0.1 ) $ (7.0 ) $ (5.3 ) $ (1.9 ) $ (11.5 ) $ (9.8 ) $ (16.9 ) Net Derivatives (3) $ 20.8 $ 28.7 $ (7.0 ) $ (5.3 ) $ 16.3 $ (0.1 ) $ 30.1 $ 23.3 (1 ) Excludes €400.0 million of euro-denominated debt ($423.1 million equivalent at March 31, 2017 and $416.7 million equivalent at December 31, 2016), designated as a net investment hedge. (2) (3) The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification: Other Current Assets Other Current Liabilities Other Non-current Assets Other Non-current March 31, December 31, March 31, December 31, March 31, December 31, March 31, December 31, (In millions) 2017 2016 2017 2016 2017 2016 2017 2016 Gross position $ 25.3 $ 22.6 $ (2.8 ) $ (11.6 ) $ 14.6 $ 17.6 $ (7.0 ) $ (5.3 ) Reclassified to held for sale (1) (6.4 ) (7.3 ) 0.1 2.3 (14.6 ) (17.6 ) — — Impact of master netting agreements (0.3 ) (0.2 ) 0.3 0.2 — — — — Net amounts recognized on the Condensed Consolidated Balance Sheet $ 18.6 $ 15.1 $ (2.4 ) $ (9.1 ) $ — $ — $ (7.0 ) $ (5.3 ) ( 1) Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet. The following table details the effect of our derivative instruments on our Condensed Consolidated Statements of Operations. Amount of Gain (Loss) Recognized in Earnings on Derivatives Three Months Ended March 31, (In millions) 2017 2016 Derivatives designated as hedging instruments: Cash Flow Hedges: Foreign currency forward contracts (1)(3) $ 0.6 $ 1.7 Interest rate and currency swaps (3) (3.8 ) (10.9 ) Treasury locks (2) 0.1 0.1 Sub-total cash flow hedges (3.1 ) (9.1 ) Fair Value Hedges: Interest rate swaps 0.1 0.1 Derivatives not designated as hedging instruments: Foreign currency forward contracts (3) 9.0 (10.6 ) Total $ 6.0 $ (19.6 ) (1) (2) (3) Amounts related to Diversey have been reclassified to earnings from discontinued operations before income tax provision on the Condensed Consolidated Statement of Operations. For the three months ended March 31, 2017 and 2016 $0.5 million of expense and $6.6 million of expense was reclassified, respectively. |
Fair Value Measurements and Oth
Fair Value Measurements and Other Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Other Financial Instruments | Note 12 Fair Value Measurements and Other Financial Instruments Fair Value Measurements 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. The following table details the fair value hierarchy of our financial instruments: March 31, 2017 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 40.8 $ 40.8 $ — $ — Compensating balance deposits $ 54.1 $ 54.1 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward contracts and options $ 17.1 $ — $ 17.1 $ — Interest rate and currency swaps $ 20.0 $ — $ 20.0 $ — Cross-currency swaps $ (7.0 ) $ — $ (7.0 ) $ — December 31, 2016 (In millions) Total Level 1 Level 2 Level 3 Cash equivalents $ 71.3 $ 71.3 $ — $ — Compensating balance deposits $ 52.9 $ 52.9 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward contracts $ 4.7 $ — $ 4.7 $ — Interest rate and currency swaps $ 23.9 $ — $ 23.9 $ — Cross-currency swaps $ (5.3 ) $ — $ (5.3 ) $ — Cash Equivalents Our cash equivalents at March 31, 2017 and December 31, 2016 consisted of commercial paper (fair value determined using Level 2 inputs) and bank time deposits (Level 1). 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. Compensating Balance Deposits We have compensating balance deposits related to certain short-term borrowings. These represent bank certificates of deposits that will mature within the next 3 months. Derivative Financial Instruments Our foreign currency forward contracts, foreign currency options, euro-denominated debt, interest rate and currency swaps and cross-currency swaps are recorded at fair value on our Condensed Consolidated Balance Sheets using a discounted cash flow analysis that incorporates observable market inputs. These market inputs include foreign currency spot and forward rates, and various interest rate curves, and are obtained from pricing data quoted by various banks, third party sources and foreign currency dealers involving identical or comparable instruments (Level 2). Counterparties to these foreign currency forward contracts have at least an investment grade rating. 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 Condensed 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 Condensed Consolidated Balance Sheets include our senior notes, except for our euro-denominated debt as discussed above. 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: March 31, 2017 December 31, 2016 Carrying Fair Carrying Fair (In millions) Amount Value Amount Value Term Loan A Facility due July 2017 249.9 249.9 $ 249.9 $ 249.9 Term Loan A Facility due July 2019 (1) 1,059.5 1,059.5 1,067.8 1,067.8 6.50% Senior Notes due December 2020 423.2 475.3 423.1 477.3 4.875% Senior Notes due December 2022 419.8 442.0 419.6 437.6 5.25% Senior Notes due April 2023 419.9 444.3 419.7 441.1 4.50% Senior Notes due September 2023 (1) 423.1 469.6 416.7 453.4 5.125% Senior Notes due December 2024 420.3 442.1 420.2 437.3 5.50% Senior Notes due September 2025 396.5 423.2 396.4 418.8 6.875% Senior Notes due July 2033 445.3 489.0 445.3 462.7 Other foreign loans (1) 88.0 88.2 78.9 79.2 Other domestic loans 37.2 37.0 21.4 21.3 Total debt 4,382.7 4,620.1 4,359.0 4,546.4 Less amounts included as liabilities held for sale 226.6 226.6 216.4 216.4 Total debt from continuing operations $ 4,156.1 $ 4,393.5 $ 4,142.6 $ 4,330.0 (1) Includes borrowings denominated in currencies other than U.S. dollars. In addition to the table above, the Company remeasures amounts related to contingent consideration liabilities related to acquisitions and certain equity compensation, that were carried at fair value on a recurring basis in the Condensed Consolidated Financial Statements or for which a fair value measurement was required. Refer to Note 3 “Divestitures and Acquisitions” of the 2016 Annual Form 10-K for information regarding contingent consideration and Note 16 “Stockholders’ Equity” of the Notes to Condensed Consolidated Financial Statements for share based compensation in the Notes to Condensed Consolidated Financial Statements. 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 have at least an investment grade rating. 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. |
Defined Benefit Pension Plans a
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans | 3 Months Ended |
Mar. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans | Note 13 Defined Benefit Pension Plans and Other Post-Employment Benefit Plans The following table shows the components of our net periodic benefit cost (income) for our defined benefit pension plans for the three months ended March 31, 2017 and 2016: Three Months Ended Three Months Ended March 31, 2017 March 31, 2016 (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost or (income): Service cost $ — $ 2.0 $ 2.0 $ 0.1 $ 2.5 $ 2.6 Interest cost 1.8 5.3 7.1 1.9 6.4 8.3 Expected return on plan assets (2.5 ) (10.1 ) (12.6 ) (2.5 ) (9.1 ) (11.6 ) Amortization of net actuarial loss 0.2 2.6 2.8 0.5 2.3 2.8 Net periodic benefit cost (income) (0.5 ) (0.2 ) (0.7 ) — 2.1 2.1 Cost of settlement/curtailment — 0.5 0.5 — 0.1 0.1 Total benefit cost (income) $ (0.5 ) $ 0.3 $ (0.2 ) $ — $ 2.2 $ 2.2 The following table shows the components of our net periodic benefit cost for our other employee benefit plans for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, (In millions) 2017 2016 Components of net periodic benefit cost or (income): Interest cost $ 0.5 $ 0.5 Amortization of net prior service cost (0.5 ) (0.4 ) Net periodic benefit cost $ — $ 0.1 The net periodic costs disclosed in the tables above include the plans of Diversey which are included in assets and liabilities held for sale on the Condensed Consolidated Balance Sheet. The amounts of the costs disclosed above charged to discontinued operations approximately were as follows: Three Months Ended March 31, (In millions) 2017 2016 Defined benefit pension plans $ (0.2 ) $ 1.2 Other employee benefit plans — — Total (income) expense included in discontinued operations $ (0.2 ) $ 1.2 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 Income Taxes Effective Income Tax Rate and Income Tax Provision Our effective income tax rate for the three months ended March 31, 2017 was 165.1%. The increase in our effective income tax rate as compared to the statutory rate reflected $84.8 million related to the repatriation strategy for offshore earnings and $42.1 million related to tax versus book basis differences which would theoretically be recovered upon the sale of Diversey. These were offset by $9.3 million of excess tax benefits on share-based compensation. Our effective income tax rate for the three months ended March 31, 2016 was 19.0%. The reduction in the effective tax rate as compared to the statutory rate reflects a tax benefit of $9.6 million representing excess tax benefits on share-based compensation resulting from the Company's early adoption of ASU 2016-09, effective January 1, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to the Condensed Consolidated Financial Statements for additional information. The Company also recorded a net discrete expense of $0.9 million, primarily related to the impact of prior year repatriation strategies and increases in uncertain tax positions, partially offset by benefits related to state tax and equity compensation. Unrecognized Tax Benefits During the three months ended March 31, 2017, we decreased our unrecognized tax benefits by $2.3 million. We have not changed our policy with regard to the reporting of penalties and interest related to unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 Commitments and Contingencies Cryovac Transaction Commitments and Contingencies Refer to Part II, Item 8, Note 17, “Commitments and Contingencies” to our audited Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for a description of the Settlement agreement (as defined therein). 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 Condensed Consolidated Balance Sheet or Statement 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 Condensed Consolidated Balance Sheet or Statement 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 Condensed Consolidated Balance Sheet or Statement of Operations • licenses of intellectual property by us to third parties in which we have agreed to indemnify the licensee against third party infringement claims. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 16 Stockholders’ Equity Repurchase of Common Stock In July 2015, our Board of Directors authorized a repurchase program of up to $1.5 billion of the Company’s common stock, reflecting its commitment to return value to shareholders. The repurchase program has no expiration date and replaced the previously authorized program, which was terminated. Refer to Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” for further information. This program replaced our prior share repurchase program, approved by our Board of Directors in August 2007 authorizing us to repurchase in the aggregate up to million shares of our outstanding common stock. In March 2017, our Board of Directors authorized an increase to the existing share repurchase program by up to an additional $1.5 billion of the Company’s common stock. With this increase the total authorization for future repurchases is approximately $2.2 billion as of March 31, 2017. During the three months ended March 31, 2017, the Company was restricted from the ability to repurchase shares under the current share buyback program due to the pursuit of the sale of Diversey. There were no share repurchases made during the three months ended March 31, 2017. The Company expects to resume share repurchases under the increased existing program during the second quarter of 2017. During the three months ended March 31, 2016, we repurchased 699,345 shares, for approximately $32.0 million. These repurchases were made under privately negotiated or open market transactions in accordance with Rule 10b5-1 of the Securities Act of 1933, as amended, and pursuant to the share repurchase program previously approved by our Board of Directors. Dividends On February 15, 2017, our Board of Directors declared a quarterly cash dividend of $0.16 per common share, or $31.2 million, which was paid on March 17, 2017 to stockholders of record at the close of business on March 3, 2017. The dividend payments made during the three months ended March 2017 were recorded as a reduction to cash and cash equivalents and retained earnings on our Condensed 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 Condensed Consolidated Statement of Operations. There is no guarantee that our Board of Directors will declare any further dividends. Share-based Incentive Compensation We record share-based incentive compensation expense in selling, general and administrative expenses and cost of sales on our Condensed 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. The table below shows our total share-based incentive compensation expense: Three Months Ended March 31, (In millions) 2017 2016 Total share-based incentive compensation expense (1)(2) $ 11.6 $ 15.0 (1) The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock or the expense or income related to SARs and certain cash-based awards. At March 31, 2017 and March 31, 2016, our other cash-based awards were not material to our Condensed Consolidated Balance Sheet or Statement of Operations (2) Of the consolidated share-based incentive compensation expense, $3.5 million for the three months ended March 31, 2017 and $3.4 million for the three months ended March 31, 2016 were allocated to net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations. Performance Share Unit (“PSU”) Awards During the first 90 days of each year, the Organization and Compensation (“O&C”) Committee of our Board of Directors approves 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 three-year performance period. Following the end of the performance period, in addition to shares, 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. Each PSU is subject to forfeiture if the recipient terminates employment with the Company prior to the end of the three-year award performance period for any reason other than death, disability or retirement. In the event of death, disability or retirement, a participant will receive a prorated payment based on such participant’s number of full months of service during the award performance period, further adjusted based on the achievement of the performance goals during the award performance period. All of these PSUs are classified as equity in the Condensed Consolidated Balance Sheet. 2017 Three-year PSU Awards In March 2017, the O&C Committee approved awards with a three-year performance period beginning January 1, 2017 to December 31, 2019 for certain executives. The O&C Committee established principal performance goals, which are (i) total shareholder return (TSR) weighted at 34%, (ii) 2019 consolidated adjusted EBITDA margin weighted at 33%, and (iii) Net Sales Compound Average Growth Rate in 2019 based on 2016 Net Sales weighted at 33%. The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares. The number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: TSR Net Adjusted EBITDA Number of units granted 100,958 99,522 99,522 Fair value on grant date $ 46.07 $ 45.36 $ 45.36 The assumptions used to calculate the grant date fair value of the PSUs based on TSR are shown in the following table: TSR Expected price volatility 25.0 % Risk-free interest rate 1.60 % 2014 Three-year PSU Awards In February 2017, the O&C Committee reviewed the performance results for the 2014-2016 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA margins and relative TSR. The overall performance for 2014-2016 PSUs was above maximum achievement levels and as a result these awards paid out at 196% of target or 636,723 units. 2014 Special PSU Awards In February 2017, the O&C Committee reviewed the performance results for the first tranche of the 2014 Special PSUs. The performance goal for the Special PSUs was based on Adjusted Free Cash Flow with potential cancellation or reduction based on 2016 Adjusted EPS and relative TSR. The overall performance for Special PSUs was above maximum achievement levels and as a result these awards paid out at 200% of target or 749,653 share-settled units. The remaining 50% of the award will be issued in the first quarter of 2018 contingent on the final performance goal of working capital as a percentage of 2017 Net Trade Sales. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 17 Accumulated Other Comprehensive Income (Loss) The following table provides details of comprehensive income (loss) for the three months ended March 31, 2017 and 2016: (In millions) Unrecognized Pension Cumulative Translation Adjustment Unrecognized Gains (Losses) on Derivative Instruments for net investment hedge Unrecognized Gains (Losses) on Derivative Instruments for cash flow hedge Accumulated Other Comprehensive Income (Loss), Net of Taxes Balance at December 31, 2015 $ (266.0 ) $ (564.0 ) $ 1.7 $ 8.3 $ (820.0 ) Other comprehensive income (loss) before reclassifications (0.1 ) (9.3 ) (22.6 ) (9.6 ) (41.6 ) Less: amounts reclassified from accumulated other comprehensive income (loss) 1.8 — — 5.5 7.3 Net current period other comprehensive income (loss) 1.7 (9.3 ) (22.6 ) (4.1 ) (34.3 ) Balance at March 31, 2016 (1) $ (264.3 ) $ (573.3 ) $ (20.9 ) $ 4.2 $ (854.3 ) Balance at December 31, 2016 $ (276.7 ) $ (701.9 ) $ 21.0 $ 8.5 $ (949.1 ) Other comprehensive income (loss) before reclassifications 2.8 55.2 (4.9 ) (6.4 ) 46.7 Less: amounts reclassified from accumulated other comprehensive income (loss) 1.7 — — 1.7 3.4 Net current period other comprehensive income (loss) 4.5 55.2 (4.9 ) (4.7 ) 50.1 Balance at March 31, 2017 (1) $ (272.2 ) $ (646.7 ) $ 16.1 $ 3.8 $ (899.0 ) (1) The following table provides detail of amounts reclassified from accumulated other comprehensive income: Three Months Ended March 31, (In millions) 2017 (1) 2016 (1) Location of Amount Reclassified from AOCI Defined benefit pension plans and other post-employment benefits: Prior service costs $ 0.5 $ 0.4 (2) Actuarial losses (2.8 ) (2.8 ) (2) Total pre-tax amount (2.3 ) (2.4 ) Tax (expense) benefit 0.6 0.6 Net of tax (1.7 ) (1.8 ) Net gains (losses) on cash flow hedging derivatives: Foreign currency forward contracts 0.6 1.7 (3)(4) Interest rate and currency swaps (3.7 ) (10.8 ) (4) Treasury locks 0.1 0.1 (3) Total pre-tax amount (3.0 ) (9.0 ) Tax (expense) benefit 1.3 3.5 Net of tax (1.7 ) (5.5 ) Total reclassifications for the period $ (3.4 ) $ (7.3 ) (1) Amounts in parenthesis indicate changes to earnings (loss). (2) These accumulated other comprehensive components are included in the computation of net periodic benefit costs within cost of sales and selling, general, and administrative expenses on the Condensed Consolidated Statement of Operations. (3) These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 11, “Derivatives and Hedging Activities” of the Notes to Condensed Consolidated Financial Statements for further details. (4) Amounts related to the interest rate and currency swaps will be reclassified to earnings from discontinued operations before income tax provision. |
Other Expense, net
Other Expense, net | 3 Months Ended |
Mar. 31, 2017 | |
Other Income And Expenses [Abstract] | |
Other Expense, net | Note 18 Other Expense, net The following table provides details of other expense, net: Three Months Ended March 31, (In millions) 2017 2016 Interest and dividend income $ 2.2 $ 1.6 Net foreign exchange transaction losses (4.0 ) (0.4 ) Bank fee expense (1.8 ) (1.3 ) Net gain/(loss) on disposals of business and property and equipment 2.3 (2.6 ) Other, net (1.0 ) (0.8 ) Other expense, net $ (2.3 ) $ (3.5 ) |
Net Earnings Per Common Share
Net Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net (Loss) Earnings Per Common Share | Note 19 Net (Loss) Earnings Per Common Share The following table shows the calculation of basic and diluted net (loss) earnings per common share under the two-class method: Three Months Ended March 31, (In millions, except per share amounts) 2017 2016 Basic Net (Loss) Earnings Per Common Share: Numerator Net (loss) earnings available to common stockholders $ (43.2 ) $ 102.4 Distributed and allocated undistributed net loss to non-vested restricted stockholders 0.1 (0.7 ) Distributed and allocated undistributed net (loss) earnings to common stockholders (43.1 ) 101.7 Distributed net (loss) earnings - dividends paid to common stockholders (31.0 ) (25.4 ) Allocation of undistributed net (loss) earnings to common stockholders $ (74.1 ) $ 76.3 Denominator Weighted average number of common shares outstanding – basic 193.4 195.2 Basic net earnings per common share: Distributed net earnings to common stockholders $ 0.16 $ 0.13 Allocated undistributed net (loss) earnings to common stockholders (0.38 ) 0.38 Basic net (loss) earnings per common share (1) $ (0.22 ) $ 0.51 Diluted Net (Loss) Earnings Per Common Share: Numerator Distributed and allocated undistributed net (loss) earnings to common stockholders $ (43.1 ) $ 101.7 Add: Allocated undistributed net earnings to unvested restricted stockholders — 0.6 Less: Undistributed net earnings (loss) reallocated to non-vested restricted stockholders — (0.6 ) Net (loss) earnings available to common stockholders – diluted $ (43.1 ) $ 101.7 Denominator Weighted average number of common shares outstanding – basic 193.4 195.2 Effect of contingently issuable shares 0.8 0.7 Effect of unvested restricted stock units 0.9 0.9 Weighted average number of common shares outstanding - diluted under two-class 195.1 196.8 Effect of unvested restricted stock - participating security 0.6 0.7 Weighted average number of common shares outstanding - diluted under treasury stock 195.7 197.5 Diluted net (loss) earnings per common share (1) $ (0.22 ) $ 0.51 (1) The Company early adopted ASU 2016-09 on a prospective basis, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional 404,347 diluted weighted average number of common shares outstanding for the three months ended March 31, 2016, and recognition of excess tax benefits of $10.6 million in net earnings available to common stockholders for the three months ended March 31, 2016. As a result, net earnings per common share increased by $0.05 per share for the three months ended March 31, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to Condensed Consolidated Financial Statements for further details. |
Organization and Basis of Pre29
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our Condensed 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. In management’s opinion, all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of our Condensed Consolidated Balance Sheet as of March 31, 2017 and our Condensed Consolidated Statement of Operations for the three months ended March 31, 2017 and 2016 have been made. The results set forth in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2017 and in our Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year. 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, did not have a material impact on our condensed consolidated financial condition, results of operations or cash flows. Our Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the U.S. Securities and Exchange Commission (“SEC”). As permitted under those rules, annual footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted. The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. We are responsible for the unaudited Condensed Consolidated Financial Statements and notes included in this report. As these are condensed financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as filed with the SEC on February 15, 2017 (“2016 Form 10-K”) and with the information contained in other publicly-available filings with the SEC. On March 25, 2017, we entered into a definitive agreement to sell the Diversey Care division and the food hygiene and cleaning business within the Food Care division. The net assets of Diversey have met the criteria to be classified as “held for sale” and are reported as such in all periods presented. Results of operations for Diversey are reported as discontinued operations in all periods presented. See Note 3 “Discontinued Operations” for further information. As a result of the Diversey transaction, we have also changed our segment reporting structure effective as of January 1, 2017. See Note 4, “Segments” for further information. |
Impact of Inflation and Currency Fluctuation | Impact of Inflation and Currency Fluctuation Venezuela Economic and political events in Venezuela have continued to expose us to heightened levels of foreign currency exchange risk. Accordingly, Venezuela has been designated a highly inflationary economy under U.S. GAAP, and the U.S. dollar replaced the bolivar fuerte as the functional currency for our subsidiaries in Venezuela. All bolivar-denominated monetary assets and liabilities are remeasured into U.S. dollars using the current exchange rate available to us, and any changes in the exchange rate are reflected in foreign currency exchange loss related to our Venezuelan subsidiaries on the Condensed Consolidated Statements of Operations. 2016 Activity Effective March 10, 2016, there were only two legal mechanisms in Venezuela to access U.S. dollars. This included the DIPRO (10.0 bolivars per U.S. dollar), which replaced the CENCOEX rate and is the preferential rate for essential goods and services and; the DICOM rate, which replaced the SIMADI rate, which is allowed to float freely. At March 31, 2016, we evaluated which legal mechanisms were available to our Venezuelan subsidiaries to access U.S. dollars. We concluded that we would use the DICOM rate to remeasure our bolivar denominated monetary assets and liabilities since it was our only legally available option and our intent on a go-forward basis to utilize this market to settle any future transactions based on the then current facts and circumstances. The DICOM rate as of March 31, 2016 was 272.9123. D 2017 Activity At March 31, 2017, we concluded that we would continue to use the DICOM rate to remeasure our remaining bolivar denominated monetary assets and liabilities since it was our only legally available option and our intent on a go-forward basis to utilize this market if needed, to settle any future transactions based on current facts and circumstances. During the first quarter of 2017, we did not receive any U.S dollars via any of the legal mechanisms noted above. As a result of this evaluation, the Company reported a remeasurement loss of less than $1.0 million (all of which was included in continuing operations) for the three months ended March 31, 2017. We will continue to evaluate each reporting period the appropriate exchange rate to remeasure our financial statements based on the facts and circumstances as applicable. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 was effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption was permitted. The Company elected to early adopt ASU 2016-09 in the third quarter of 2016 which required us to reflect any adjustments as of January 1, 2016, the beginning of the annual period that included the interim period of adoption. Under previous guidance, excess tax benefits and certain tax deficiencies from share-based compensation arrangements were recorded in additional paid-in-capital within equity when the awards vested or were settled. ASU 2016-09 requires that all excess tax benefits and all tax deficiencies be recognized as income tax expense or benefit in the income statement and adoption was on a prospective basis. As a result of the adoption, the Company recognized excess tax benefits of $ 1.0 million in net earnings from discontinued operations for an additional 404,347 of diluted weighted average number of common shares outstanding for the three months ended March 31, 2016. As a result, continuing operations net earnings per common share increased by $0.05 per share for the three months ended March 31, 2016. Additionally, the Company elected to apply the cash flow classification guidance of ASU 2016-09 retrospectively. For the three months ended March 31, 2016 this resulted in an increase in operating cash flow of $6.8 million and a decrease in financing activities of $6.8 million. Recently Issued Accounting Standards In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Benefit Postretirement Benefit Cost (“ASU 2017-07”). ASU 2017-017 changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component outside of income from operations. The amendments in ASU 2017-07 are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements have not been issued or made available for issuance. We are currently in the process of evaluating this new standard update. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 as part of the goodwill impairment test. The amount of the impairment charge to be recognized would now be the amount by which the carrying value exceeds the reporting unit’s fair value. The loss to be recognized cannot exceed the amount of goodwill allocated to that reporting unit. The amendments in ASU 2017-04 are effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently in the process of evaluating this new standard update. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 provides a screen to determine when a set is not a business. This screen states that when substantially all of the fair value of the group assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. The amendments in ASU 2017-01 are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early application is permitted for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued. We are currently in the process of evaluating this new standard update. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that entities include restricted cash and restricted cash equivalents with cash and cash equivalents in the beginning-of-period and end-of-period total amounts shown on the Statement of Cash Flows. The amendments in ASU 2016-18 are effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. Early adoption, including adoption in interim periods, is permitted for all entities. Retrospective transition method is to be applied to each period presented. We are currently in the process of evaluating this new standard update. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 requires entities to recognize income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in ASU 2016-16 are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements have not been issued or made available for issuance. We are currently in the process of evaluating this new standard update. In August 2015, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on eight specific cash flow issues in regard to how cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 are effective for fiscal years beginning after December 15, 2017, including interim periods within those years, with early adoption permitted. We are currently in the process of evaluating this new standard update. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal periods. Entities may adopt earlier as of the fiscal year beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of evaluating this new standard update. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ASU 2016-02”). This ASU requires an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. We are currently in the process of evaluating this new standard update. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This ASU requires equity investments except those under the equity method of accounting to be measured at fair value with the changes in fair value recognized in net income. The amendment simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. In addition, it also requires enhanced disclosures about investments. The amendments in ASU 2016-01 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application for certain provisions is allowed but early adoption of the amendments is not permitted. An entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We are currently in the process of evaluating this new standard update. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”) and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016 and May 2016 within ASU 2015-04, ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively (ASU 2014-09, ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2017-05 collectively, Topic 606). Previous revenue recognition guidance in U.S. GAAP comprised broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 expands and enhances disclosure requirements which require disclosing sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This includes both qualitative and quantitative information. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, (“ASU 2015-14”). The amendments in ASU 2015-14 delay the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017 and allow early adoption as of the original public entity effective date. The amendments in ASU 2016-08, ASU 2016-10 and ASU 2016-12 are effective in conjunction with ASU 2015-14. The guidance permits two methods of adoption: full retrospective in which the standard is applied to all of the periods presented or modified retrospective where an entity will have to recognize the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings. We currently anticipate adopting the modified retrospective method. Our efforts to adopt this standard to date have focused on contract analysis at a regional level. We currently estimate the most significant impact will be on the accounting for Free on Loan equipment in our Food Care division. Whereas today we do not recognize revenue on Free on Loan equipment, under the new standard, we anticipate allocating revenue to that equipment and treating it as a performance obligation. We are in the process of assessing the timing of when revenue assigned to Free on Loan equipment would be recognized. We have not completed our analysis at a segment level, and are in the process of quantifying the potential impact of the new standard. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Summary of Operating Results and Carrying Value of Major Classes of Assets and Liabilities | Summary operating results of Diversey were as follows: Three Months Ended March 31, (In millions) 2017 2016 Net sales $ 581.7 $ 584.7 Cost of sales 330.5 330.9 Gross profit 251.2 253.8 Selling, general and administrative expenses 198.9 211.4 Amortization expense of intangible assets acquired 17.7 18.7 Operating profit 34.6 23.7 Other expense, net (2.9 ) (4.0 ) Earnings from discontinued operations before income tax provision (benefit) 31.7 19.7 Income tax provision (benefit) 21.1 (7.8 ) Net earnings from discontinued operations $ 10.6 $ 27.5 For the three months ended March 31, 2017, net earnings from discontinued operations was negatively impacted by $19.5 million of tax expense related to a change in the repatriation strategy of foreign earnings. For the three months ended March 31, 2016, net earnings from discontinued operations was favorably impacted by $9.3 million primarily from a benefit related to repatriation strategy and the release of reserves. The carrying value of the major classes of assets and liabilities of Diversey were as follows: March 31, December 31, (In millions) 2017 2016 Assets: Cash and cash equivalents $ 30.0 $ 30.0 Receivables, net 436.2 438.2 Inventories 227.9 203.2 Other receivables 82.8 70.3 Prepaid expenses and other current assets 87.8 80.6 Property and equipment, net 172.6 170.6 Goodwill 986.8 972.8 Intangible assets, net 653.9 669.9 Non-current deferred tax assets 43.0 50.7 Other non-current assets 167.4 162.0 Total assets held for sale $ 2,888.4 $ 2,848.3 Liabilities: Short-term borrowings $ 20.6 $ 9.6 Current portion of long-term debt 30.5 31.1 Accounts payable 359.9 346.5 Other current liabilities 260.0 296.1 Long term debt 175.5 175.7 Deferred tax liabilities 107.7 56.3 Other non-current liabilities 261.2 269.0 Total liabilities held for sale $ 1,215.4 $ 1,184.3 |
Summary of Selected Financial Information | The following table presents selected financial information regarding cash flows of Diversey that are included within discontinued operations in the consolidated statements of cash flows: Three Months Ended March 31, (In millions) 2017 2016 Non-cash items included in net earnings from discontinued operations: Depreciation and amortization $ 23.4 $ 25.7 Share-based incentive compensation 3.3 2.8 Profit sharing expense 1.0 0.8 Provision for bad debt 1.3 1.4 Capital expenditures 3.4 7.8 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: Three Months Ended March 31, (In millions) 2017 2016 Net Sales: Food Care $ 655.6 $ 638.4 As a % of Total Company net sales 63.5 % 63.5 % Product Care 376.6 367.5 As a % of Total Company net sales 36.5 % 36.5 % Total Company Net Sales $ 1,032.2 $ 1,005.9 Three Months Ended March 31, (In millions) 2017 2016 Adjusted EBITDA from continuing operations: Food Care 141.5 $ 138.6 Adjusted EBITDA Margin 21.6 % 21.7 % Product Care 74.1 77.1 Adjusted EBITDA Margin 19.7 % 21.0 % Corporate (1) (33.7 ) (29.5 ) Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 181.9 $ 186.2 Adjusted EBITDA Margin 17.6 % 18.5 % (1) Corporate includes costs previously allocated to the Diversey Care segment and food hygiene and cleaning business of our Food Care segment reported within discontinued operations of $8.0 million and $5.1 million for three months ended March 31, 2017 and 2016, respectively. |
Reconciliation of U.S. GAAP Net Earnings from Continuing Operations to Non-U.S. GAAP Adjusted EBITDA from Continuing Operations | The following table shows a reconciliation of U.S. GAAP net earnings from continuing operations to Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations: Three Months Ended March 31, (In millions) 2017 2016 Net (loss) earnings from continuing operations $ (53.8 ) $ 74.9 Interest expense (48.8 ) (50.9 ) Interest income 2.2 1.6 Income tax provision 136.4 17.6 Depreciation and amortization (2) (37.2 ) (34.9 ) Special items: Restructuring and other charges (3) (1.9 ) 0.2 Other restructuring associated costs included in cost of sales and selling, general and administrative expenses (3.9 ) (3.9 ) SARs — (0.1 ) Foreign currency exchange loss related to Venezuelan subsidiaries — (1.0 ) Gain on sale of European food trays business 2.3 (1.6 ) Loss related to the sale of other businesses, investments and property, plant and equipment — (1.7 ) Charges incurred related to the sale of Diversey (16.1 ) — Other special items (1) 4.1 (1.4 ) Pre-tax impact of Special items (15.5 ) (9.5 ) Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 181.9 $ 186.2 (1) Other Special Items for the three months ended March 31, 2017 primarily included a recovered wage tax as the result of a court ruling partially offset by legal fees associated with restructuring and acquisitions. Other Special Items for the three months ended March 31, 2016 primarily included legal fees associated with restructuring and acquisitions . (2) Depreciation and amortization by segment is as follows: Three Months Ended March 31, (In millions) 2017 2016 Food Care $ 25.1 $ 22.9 Product Care 11.5 9.6 Corporate 0.6 2.4 Total Company depreciation and amortization (1) $ 37.2 $ 34.9 (1) Includes share-based incentive compensation of $8.0 million for the three months ended March 31, 2017 and $11.5 million for the three months ended March 31, 2016. (3) Restructuring and other charges by segment were as follows: Three Months Ended March 31, (In millions) 2017 2016 Food Care $ 1.2 $ (0.1 ) Product Care 0.7 (0.1 ) Total Company restructuring and other charges $ 1.9 $ (0.2 ) |
Assets by Reportable Segments | The following table shows assets allocated by our segment reporting structure. Only assets identifiable by segment and reviewed by our chief operating decision maker by segment are allocated by the reportable segment assets, which are trade receivables, net, and finished goods inventory, net. All other assets are included in “Assets not allocated.” March 31, December 31, (In millions) 2017 2016 Assets: Trade receivables, net, and finished goods inventories, net Food Care $ 461.4 $ 459.8 Product Care 279.2 261.5 Total segments and other 740.6 721.3 Assets not allocated Cash and cash equivalents 258.4 333.7 Property and equipment, net 910.1 889.6 Goodwill 1,884.7 1,882.9 Intangible assets, net 39.3 40.1 Assets held for sale 2,891.8 2,851.7 Other 696.3 679.9 Total $ 7,421.2 $ 7,399.2 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | The following table details our inventories, net: March 31, December 31, (In millions) 2017 2016 Inventories: Raw materials $ 88.1 $ 81.5 Work in process 128.8 114.4 Finished goods 290.1 260.8 Total $ 507.0 $ 456.7 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table details our property and equipment, net: March 31, December 31, (In millions) 2017 2016 Land and improvements $ 42.9 $ 41.6 Buildings 609.7 600.2 Machinery and equipment 2,128.0 2,091.5 Other property and equipment 105.4 104.3 Construction-in-progress 232.8 210.1 Property and equipment, gross 3,118.8 3,047.7 Accumulated depreciation and amortization (2,208.7 ) (2,158.1 ) Property and equipment, net $ 910.1 $ 889.6 |
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. Three Months Ended March 31, (In millions) 2017 2016 Interest cost capitalized $ 3.0 $ 1.6 Depreciation and amortization expense for property and equipment $ 24.1 $ 20.6 |
Goodwill and Identifiable Ass34
Goodwill and Identifiable Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Balances by Segment Reporting Structure | The following table shows our goodwill balances by our segment reporting structure. 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. As of March 31, 2017, we did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. (In millions) Food Care Product Care Total Carrying Value at December 31, 2016 $ 510.8 $ 1,372.1 $ 1,882.9 Currency translation 1.1 0.7 1.8 Carrying Value at March 31, 2017 $ 511.9 $ 1,372.8 $ 1,884.7 |
Summary of Identifiable Intangible Assets with Definite and Indefinite Useful Lives | The following tables summarize our identifiable intangible assets with definite and indefinite useful lives. As of March 31, 2017, there were no impairment indicators present. March 31, 2017 December 31, 2016 Gross Gross Carrying Accumulated Carrying Accumulated (In millions) Value Amortization Net Value Amortization Net Customer relationships $ 25.2 $ (18.0 ) $ 7.2 $ 25.0 $ (17.5 ) $ 7.5 Trademarks and tradenames 0.6 (0.2 ) 0.4 0.6 (0.2 ) 0.4 Capitalized software 45.3 (33.3 ) 12.0 42.6 (31.2 ) 11.4 Technology 34.6 (24.9 ) 9.7 34.4 (24.2 ) 10.2 Contracts 10.5 (9.4 ) 1.1 10.6 (8.9 ) 1.7 Total intangible assets with definite lives 116.2 (85.8 ) 30.4 113.2 (82.0 ) 31.2 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets $ 125.1 $ (85.8 ) $ 39.3 $ 122.1 $ (82.0 ) $ 40.1 |
Remaining Estimated Future Amortization Expense | The following table shows the remaining estimated future amortization expense at March 31, 2017. Year Amount (in millions) Remainder of 2017 $ 8.1 2018 7.5 2019 3.1 2020 1.5 Thereafter 10.2 Total $ 30.4 |
Restructuring and Relocation 35
Restructuring and Relocation Activities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Program Metrics | Program metrics are as follows: Sealed Air Restructuring Program Approximate positions eliminated by the program 1,950 Estimated Program Costs (in millions): Costs of reduction in headcount as a result of reorganization $235-$245 Other expenses associated with the Program 155-160 Total expense $390-$405 Capital expenditures 250-255 Proceeds, foreign exchange and other cash items (70)-(75) Total estimated net cash cost $570-$585 Program to Date Cumulative Expense (in millions): Costs of reduction in headcount as a result of reorganization $ 226 Other expenses associated with the Program $ 109 Total Cumulative Expense $ 335 Cumulative Capital expenditures $ 224 |
Restructuring and Relocation Activities | The following table details our restructuring activities as reflected in the Condensed Statement of Operations for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, (In millions) 2017 2016 Continuing operations: Other associated costs $ 3.9 $ 3.9 Restructuring charges 1.9 (0.2 ) Total charges from continuing operations $ 5.8 $ 3.7 Charges included in discontinued operations (1.7 ) 2.4 Total charges $ 4.1 $ 6.1 Capital Expenditures $ 9.9 $ 19.1 |
Components of Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining | The restructuring accrual, spending and other activity for the three months ended March 31, 2017 and the accrual balance remaining at March 31, 2017 related to the Program was as follows (in millions): Restructuring accrual at December 31, 2016 $ 47.4 Accrual and accrual adjustments (0.5 ) Cash payments during 2017 (10.9 ) Effect of changes in foreign currency exchange rates 0.7 Restructuring accrual at March 31, 2017 $ 36.7 |
Debt and Credit Facilities (Tab
Debt and Credit Facilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Total Debt Outstanding | Our total debt outstanding consisted of the amounts set forth on the following table: March 31, December 31, (In millions) 2017 2016 Short-term borrowings (1) $ 96.9 $ 83.0 Current portion of long-term debt (2) 296.5 297.0 Total current debt 393.4 380.0 Term Loan A due July 2019 (2) 812.5 818.3 6.50% Senior Notes due December 2020 423.2 423.1 4.875% Senior Notes due December 2022 419.8 419.6 5.25% Senior Notes due April 2023 419.9 419.7 4.50% Senior Notes due September 2023 423.1 416.7 5.125% Senior Notes due December 2024 420.3 420.2 5.50% Senior Notes due September 2025 396.5 396.4 6.875% Senior Notes due July 2033 445.3 445.3 Other 2.1 3.3 Total long-term debt, less current portion (4) 3,762.7 3,762.6 Total debt (3)(5) $ 4,156.1 $ 4,142.6 (1) Short-term borrowings of $96.9 million at March 31, 2017 are comprised primarily of $61.9 million short-term borrowing from various lines of credit, $30.0 million of borrowings outstanding under our U.S. accounts receivable securitization program and $5.0 million outstanding under our revolving credit facility. Short-term borrowings at December 31, 2016 were comprised primarily of $83.0 million short-term borrowings from various lines of credit. (2) Term Loan A facility due July 2019 has required prepayments which are due through the first quarter of 2018 and the outstanding balance of the Term Loan A facility due in July 2017 are included in the current portion of long-term debt. (3) As of , our weighted average interest rate on our short-term borrowings outstanding was 3.4% and on our long-term debt outstanding was 4.6%. As of December 31, 2016, our weighted average interest rate on our short-term borrowings outstanding was 4.8% and on our long-term debt outstanding was 4.7%. (4) Amounts are net of unamortized discounts and issuance costs of $34.8 million as and $36.3 million as of December 31, 2016. (5) Long-term debt instruments are listed in order of priority. |
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. March 31, December 31, (In millions) 2017 2016 Used lines of credit (1)(2) $ 96.9 $ 83.0 Unused lines of credit 1,026.1 1,074.4 Total available lines of credit (3) $ 1,123.0 $ 1,157.4 (1) Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries. (2) As of March 31, 2017 and December 31, 2016, there were $26.3 million and $25.4 million of cash held on deposit, respectively, as a compensating balance for certain short-term borrowings, which is recorded in other current assets on the Condensed Consolidated Balance Sheet. (3) Of the total available lines of credit, $869.8 million were committed as of March 31, 2017. |
Derivatives and Hedging Activ37
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 Condensed Consolidated Balance Sheets. Cash Flow Net Investment Hedge Non-Designated Total March 31, December 31, March 31, December 31, March 31, December 31, March 31, December 31, (In millions) 2017 2016 2017 2016 2017 2016 2017 2016 Derivative Assets Foreign currency forward contracts (2) $ 1.7 $ 4.9 $ — $ — $ 18.2 $ 11.4 $ 19.9 $ 16.3 Interest rate and currency swaps (2) 20.0 23.9 — — — — 20.0 23.9 Total Derivative Assets $ 21.7 $ 28.8 $ — $ — $ 18.2 $ 11.4 $ 39.9 $ 40.2 Derivative Liabilities Foreign currency forward contracts (2) $ (0.9 ) $ (0.1 ) $ — $ — $ (1.9 ) $ (11.5 ) $ (2.8 ) $ (11.6 ) Cross-currency swaps — — (7.0 ) (5.3 ) — — (7.0 ) (5.3 ) Total (1) $ (0.9 ) $ (0.1 ) $ (7.0 ) $ (5.3 ) $ (1.9 ) $ (11.5 ) $ (9.8 ) $ (16.9 ) Net Derivatives (3) $ 20.8 $ 28.7 $ (7.0 ) $ (5.3 ) $ 16.3 $ (0.1 ) $ 30.1 $ 23.3 (1 ) Excludes €400.0 million of euro-denominated debt ($423.1 million equivalent at March 31, 2017 and $416.7 million equivalent at December 31, 2016), designated as a net investment hedge. (2) (3) The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification: Other Current Assets Other Current Liabilities Other Non-current Assets Other Non-current March 31, December 31, March 31, December 31, March 31, December 31, March 31, December 31, (In millions) 2017 2016 2017 2016 2017 2016 2017 2016 Gross position $ 25.3 $ 22.6 $ (2.8 ) $ (11.6 ) $ 14.6 $ 17.6 $ (7.0 ) $ (5.3 ) Reclassified to held for sale (1) (6.4 ) (7.3 ) 0.1 2.3 (14.6 ) (17.6 ) — — Impact of master netting agreements (0.3 ) (0.2 ) 0.3 0.2 — — — — Net amounts recognized on the Condensed Consolidated Balance Sheet $ 18.6 $ 15.1 $ (2.4 ) $ (9.1 ) $ — $ — $ (7.0 ) $ (5.3 ) |
Effect of Derivative Instruments on Condensed Consolidated Statements of Operations | The following table details the effect of our derivative instruments on our Condensed Consolidated Statements of Operations. Amount of Gain (Loss) Recognized in Earnings on Derivatives Three Months Ended March 31, (In millions) 2017 2016 Derivatives designated as hedging instruments: Cash Flow Hedges: Foreign currency forward contracts (1)(3) $ 0.6 $ 1.7 Interest rate and currency swaps (3) (3.8 ) (10.9 ) Treasury locks (2) 0.1 0.1 Sub-total cash flow hedges (3.1 ) (9.1 ) Fair Value Hedges: Interest rate swaps 0.1 0.1 Derivatives not designated as hedging instruments: Foreign currency forward contracts (3) 9.0 (10.6 ) Total $ 6.0 $ (19.6 ) (1) (2) (3) Amounts related to Diversey have been reclassified to earnings from discontinued operations before income tax provision on the Condensed Consolidated Statement of Operations. For the three months ended March 31, 2017 and 2016 $0.5 million of expense and $6.6 million of expense was reclassified, respectively. |
Fair Value Measurements and O38
Fair Value Measurements and Other Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy of Financial Instruments | The following table details the fair value hierarchy of our financial instruments: March 31, 2017 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 40.8 $ 40.8 $ — $ — Compensating balance deposits $ 54.1 $ 54.1 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward contracts and options $ 17.1 $ — $ 17.1 $ — Interest rate and currency swaps $ 20.0 $ — $ 20.0 $ — Cross-currency swaps $ (7.0 ) $ — $ (7.0 ) $ — December 31, 2016 (In millions) Total Level 1 Level 2 Level 3 Cash equivalents $ 71.3 $ 71.3 $ — $ — Compensating balance deposits $ 52.9 $ 52.9 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward contracts $ 4.7 $ — $ 4.7 $ — Interest rate and currency swaps $ 23.9 $ — $ 23.9 $ — Cross-currency swaps $ (5.3 ) $ — $ (5.3 ) $ — |
Carrying Amounts and Estimated Fair Values of Debt | The table below shows the carrying amounts and estimated fair values of our total debt: March 31, 2017 December 31, 2016 Carrying Fair Carrying Fair (In millions) Amount Value Amount Value Term Loan A Facility due July 2017 249.9 249.9 $ 249.9 $ 249.9 Term Loan A Facility due July 2019 (1) 1,059.5 1,059.5 1,067.8 1,067.8 6.50% Senior Notes due December 2020 423.2 475.3 423.1 477.3 4.875% Senior Notes due December 2022 419.8 442.0 419.6 437.6 5.25% Senior Notes due April 2023 419.9 444.3 419.7 441.1 4.50% Senior Notes due September 2023 (1) 423.1 469.6 416.7 453.4 5.125% Senior Notes due December 2024 420.3 442.1 420.2 437.3 5.50% Senior Notes due September 2025 396.5 423.2 396.4 418.8 6.875% Senior Notes due July 2033 445.3 489.0 445.3 462.7 Other foreign loans (1) 88.0 88.2 78.9 79.2 Other domestic loans 37.2 37.0 21.4 21.3 Total debt 4,382.7 4,620.1 4,359.0 4,546.4 Less amounts included as liabilities held for sale 226.6 226.6 216.4 216.4 Total debt from continuing operations $ 4,156.1 $ 4,393.5 $ 4,142.6 $ 4,330.0 (1) Includes borrowings denominated in currencies other than U.S. dollars. |
Defined Benefit Pension Plans39
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Amount of Costs of Discontinued Operations | The amounts of the costs disclosed above charged to discontinued operations approximately were as follows: Three Months Ended March 31, (In millions) 2017 2016 Defined benefit pension plans $ (0.2 ) $ 1.2 Other employee benefit plans — — Total (income) expense included in discontinued operations $ (0.2 ) $ 1.2 |
Defined Benefit Pension Plans [Member] | |
Components of Net Periodic Benefit Cost (Income) | The following table shows the components of our net periodic benefit cost (income) for our defined benefit pension plans for the three months ended March 31, 2017 and 2016: Three Months Ended Three Months Ended March 31, 2017 March 31, 2016 (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost or (income): Service cost $ — $ 2.0 $ 2.0 $ 0.1 $ 2.5 $ 2.6 Interest cost 1.8 5.3 7.1 1.9 6.4 8.3 Expected return on plan assets (2.5 ) (10.1 ) (12.6 ) (2.5 ) (9.1 ) (11.6 ) Amortization of net actuarial loss 0.2 2.6 2.8 0.5 2.3 2.8 Net periodic benefit cost (income) (0.5 ) (0.2 ) (0.7 ) — 2.1 2.1 Cost of settlement/curtailment — 0.5 0.5 — 0.1 0.1 Total benefit cost (income) $ (0.5 ) $ 0.3 $ (0.2 ) $ — $ 2.2 $ 2.2 |
Other Employee Benefits Plans [Member] | |
Components of Net Periodic Benefit Cost (Income) | The following table shows the components of our net periodic benefit cost for our other employee benefit plans for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, (In millions) 2017 2016 Components of net periodic benefit cost or (income): Interest cost $ 0.5 $ 0.5 Amortization of net prior service cost (0.5 ) (0.4 ) Net periodic benefit cost $ — $ 0.1 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total Share-based Incentive Compensation Expense | The table below shows our total share-based incentive compensation expense: Three Months Ended March 31, (In millions) 2017 2016 Total share-based incentive compensation expense (1)(2) $ 11.6 $ 15.0 (1) The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock or the expense or income related to SARs and certain cash-based awards. At March 31, 2017 and March 31, 2016, our other cash-based awards were not material to our Condensed Consolidated Balance Sheet or Statement of Operations (2) Of the consolidated share-based incentive compensation expense, $3.5 million for the three months ended March 31, 2017 and $3.4 million for the three months ended March 31, 2016 were allocated to net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations. |
PSU Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Number of PSUs Granted and Grant Date Fair Value | The number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: TSR Net Adjusted EBITDA Number of units granted 100,958 99,522 99,522 Fair value on grant date $ 46.07 $ 45.36 $ 45.36 |
Summary of Assumptions Used to Calculate the Grant Date Fair Value | The assumptions used to calculate the grant date fair value of the PSUs based on TSR are shown in the following table: TSR Expected price volatility 25.0 % Risk-free interest rate 1.60 % |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Details of Comprehensive Income (Loss) | The following table provides details of comprehensive income (loss) for the three months ended March 31, 2017 and 2016: (In millions) Unrecognized Pension Cumulative Translation Adjustment Unrecognized Gains (Losses) on Derivative Instruments for net investment hedge Unrecognized Gains (Losses) on Derivative Instruments for cash flow hedge Accumulated Other Comprehensive Income (Loss), Net of Taxes Balance at December 31, 2015 $ (266.0 ) $ (564.0 ) $ 1.7 $ 8.3 $ (820.0 ) Other comprehensive income (loss) before reclassifications (0.1 ) (9.3 ) (22.6 ) (9.6 ) (41.6 ) Less: amounts reclassified from accumulated other comprehensive income (loss) 1.8 — — 5.5 7.3 Net current period other comprehensive income (loss) 1.7 (9.3 ) (22.6 ) (4.1 ) (34.3 ) Balance at March 31, 2016 (1) $ (264.3 ) $ (573.3 ) $ (20.9 ) $ 4.2 $ (854.3 ) Balance at December 31, 2016 $ (276.7 ) $ (701.9 ) $ 21.0 $ 8.5 $ (949.1 ) Other comprehensive income (loss) before reclassifications 2.8 55.2 (4.9 ) (6.4 ) 46.7 Less: amounts reclassified from accumulated other comprehensive income (loss) 1.7 — — 1.7 3.4 Net current period other comprehensive income (loss) 4.5 55.2 (4.9 ) (4.7 ) 50.1 Balance at March 31, 2017 (1) $ (272.2 ) $ (646.7 ) $ 16.1 $ 3.8 $ (899.0 ) (1) |
Detail of Amount Reclassified from Accumulated Other Comprehensive Income | The following table provides detail of amounts reclassified from accumulated other comprehensive income: Three Months Ended March 31, (In millions) 2017 (1) 2016 (1) Location of Amount Reclassified from AOCI Defined benefit pension plans and other post-employment benefits: Prior service costs $ 0.5 $ 0.4 (2) Actuarial losses (2.8 ) (2.8 ) (2) Total pre-tax amount (2.3 ) (2.4 ) Tax (expense) benefit 0.6 0.6 Net of tax (1.7 ) (1.8 ) Net gains (losses) on cash flow hedging derivatives: Foreign currency forward contracts 0.6 1.7 (3)(4) Interest rate and currency swaps (3.7 ) (10.8 ) (4) Treasury locks 0.1 0.1 (3) Total pre-tax amount (3.0 ) (9.0 ) Tax (expense) benefit 1.3 3.5 Net of tax (1.7 ) (5.5 ) Total reclassifications for the period $ (3.4 ) $ (7.3 ) (1) Amounts in parenthesis indicate changes to earnings (loss). (2) These accumulated other comprehensive components are included in the computation of net periodic benefit costs within cost of sales and selling, general, and administrative expenses on the Condensed Consolidated Statement of Operations. (3) These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 11, “Derivatives and Hedging Activities” of the Notes to Condensed Consolidated Financial Statements for further details. (4) Amounts related to the interest rate and currency swaps will be reclassified to earnings from discontinued operations before income tax provision. |
Other Expense, net (Tables)
Other Expense, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Income And Expenses [Abstract] | |
Details of Other Expense, Net | The following table provides details of other expense, net: Three Months Ended March 31, (In millions) 2017 2016 Interest and dividend income $ 2.2 $ 1.6 Net foreign exchange transaction losses (4.0 ) (0.4 ) Bank fee expense (1.8 ) (1.3 ) Net gain/(loss) on disposals of business and property and equipment 2.3 (2.6 ) Other, net (1.0 ) (0.8 ) Other expense, net $ (2.3 ) $ (3.5 ) |
Net Earnings Per Common Share (
Net Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Earnings Per Common Share | The following table shows the calculation of basic and diluted net (loss) earnings per common share under the two-class method: Three Months Ended March 31, (In millions, except per share amounts) 2017 2016 Basic Net (Loss) Earnings Per Common Share: Numerator Net (loss) earnings available to common stockholders $ (43.2 ) $ 102.4 Distributed and allocated undistributed net loss to non-vested restricted stockholders 0.1 (0.7 ) Distributed and allocated undistributed net (loss) earnings to common stockholders (43.1 ) 101.7 Distributed net (loss) earnings - dividends paid to common stockholders (31.0 ) (25.4 ) Allocation of undistributed net (loss) earnings to common stockholders $ (74.1 ) $ 76.3 Denominator Weighted average number of common shares outstanding – basic 193.4 195.2 Basic net earnings per common share: Distributed net earnings to common stockholders $ 0.16 $ 0.13 Allocated undistributed net (loss) earnings to common stockholders (0.38 ) 0.38 Basic net (loss) earnings per common share (1) $ (0.22 ) $ 0.51 Diluted Net (Loss) Earnings Per Common Share: Numerator Distributed and allocated undistributed net (loss) earnings to common stockholders $ (43.1 ) $ 101.7 Add: Allocated undistributed net earnings to unvested restricted stockholders — 0.6 Less: Undistributed net earnings (loss) reallocated to non-vested restricted stockholders — (0.6 ) Net (loss) earnings available to common stockholders – diluted $ (43.1 ) $ 101.7 Denominator Weighted average number of common shares outstanding – basic 193.4 195.2 Effect of contingently issuable shares 0.8 0.7 Effect of unvested restricted stock units 0.9 0.9 Weighted average number of common shares outstanding - diluted under two-class 195.1 196.8 Effect of unvested restricted stock - participating security 0.6 0.7 Weighted average number of common shares outstanding - diluted under treasury stock 195.7 197.5 Diluted net (loss) earnings per common share (1) $ (0.22 ) $ 0.51 (1) The Company early adopted ASU 2016-09 on a prospective basis, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional 404,347 diluted weighted average number of common shares outstanding for the three months ended March 31, 2016, and recognition of excess tax benefits of $10.6 million in net earnings available to common stockholders for the three months ended March 31, 2016. As a result, net earnings per common share increased by $0.05 per share for the three months ended March 31, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to Condensed Consolidated Financial Statements for further details. |
Organization and Basis of Pre44
Organization and Basis of Presentation - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2017USD ($)SubsidiaryVEB / $ | Mar. 31, 2016USD ($)VEB / $ | Mar. 10, 2016VEB / $ | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of wholly-owned subsidiaries | Subsidiary | 3 | ||
Remeasurement loss related to Venezuelan subsidiaries | $ (200,000) | $ (1,700,000) | |
Venezuela [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Remeasurement loss related to Venezuelan subsidiaries | (1,700,000) | ||
Venezuela [Member] | Continuing Operations [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Remeasurement loss related to Venezuelan subsidiaries | $ (1,000,000) | ||
Venezuela [Member] | Continuing Operations [Member] | Maximum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Remeasurement loss related to Venezuelan subsidiaries | $ (1,000,000) | ||
Venezuela [Member] | CENCOEX [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Exchange rate, translation | VEB / $ | 6.3 | ||
Venezuela [Member] | DIPRO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Exchange rate, translation | VEB / $ | 10 | ||
Venezuela [Member] | DICOM [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Exchange rate, translation | VEB / $ | 710.3638 | 272.9123 |
Recently Issued Accounting St45
Recently Issued Accounting Standards - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Effect of early adoption of ASU, Excess tax benefit from continuing operations | [1] | $ 136.4 | $ 17.6 |
Effect of early adoption of ASU, Additional diluted weighted average common shares | [1] | 195,700,000 | 197,500,000 |
Effect of early adoption of ASU, Net increase in operating cash flow | $ 17.2 | $ 14.7 | |
Effect of early adoption of ASU, Net decrease in financing cash flow | $ (45.7) | 26.1 | |
Early Adoption Effect [Member] | Accounting Standards Update 2016-09 [Member] | Restatement Adjustment [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Effect of early adoption of ASU, Excess tax benefit from continuing operations | $ (9.6) | ||
Effect of early adoption of ASU, Additional diluted weighted average common shares | 404,347 | ||
Effect of early adoption of ASU, Excess tax benefit from discontinued operations | $ (1) | ||
Effect of early adoption of ASU, Net increase in earnings per common share | $ 0.05 | ||
Effect of early adoption of ASU, Net increase in operating cash flow | $ 6.8 | ||
Effect of early adoption of ASU, Net decrease in financing cash flow | $ (6.8) | ||
[1] | The Company early adopted ASU 2016-09 on a prospective basis, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional 404,347 diluted weighted average number of common shares outstanding for the three months ended March 31, 2016, and recognition of excess tax benefits of $9.6 million in net earnings from continuing operations, and $1.0 million in net earnings from discontinued operations for the three months ended March 31, 2016. As a result, continuing operations net earnings per common share increased by $0.05 per share for the three months ended March 31, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to Condensed Consolidated Financial Statements for further details. |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Millions | Apr. 02, 2017 | Mar. 25, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Divestitures And Acquisitions Disclosure [Line Items] | ||||
Proceeds from sale of business | $ 2.3 | $ 4.2 | ||
Income tax expense (benefit) related to change in repatriation strategy of foreign earnings | $ 19.5 | $ (9.3) | ||
Discontinued Operations Held for Sale [Member] | Diversey [Member] | ||||
Divestitures And Acquisitions Disclosure [Line Items] | ||||
Proceeds from sale of business | $ 3,200 | |||
Net of cash expected to generate from divestiture | $ 2,500 | |||
Discontinued Operations Held for Sale [Member] | Diversey [Member] | Subsequent Event [Member] | Daylight Medical [Member] | ||||
Divestitures And Acquisitions Disclosure [Line Items] | ||||
Purchase price of acquisition | $ 28.7 | |||
Cash paid for acquisition | 3.5 | |||
Business combination non-contingent consideration payable | $ 25.2 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operating Results (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Net earnings from discontinued operations | $ 10.6 | $ 27.5 |
Discontinued Operations Held for Sale [Member] | Diversey [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Net sales | 581.7 | 584.7 |
Cost of sales | 330.5 | 330.9 |
Gross profit | 251.2 | 253.8 |
Selling, general and administrative expenses | 198.9 | 211.4 |
Amortization expense of intangible assets acquired | 17.7 | 18.7 |
Operating profit | 34.6 | 23.7 |
Other expense, net | (2.9) | (4) |
Earnings from discontinued operations before income tax provision (benefit) | 31.7 | 19.7 |
Income tax provision (benefit) | 21.1 | (7.8) |
Net earnings from discontinued operations | $ 10.6 | $ 27.5 |
Discontinued Operations - Sum48
Discontinued Operations - Summary of Carrying Value of Major Classes of Assets and Liabilities (Detail) - Discontinued Operations Held for Sale [Member] - Diversey [Member] - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash and cash equivalents | $ 30 | $ 30 |
Receivables, net | 436.2 | 438.2 |
Inventories | 227.9 | 203.2 |
Other receivables | 82.8 | 70.3 |
Prepaid expenses and other current assets | 87.8 | 80.6 |
Property and equipment, net | 172.6 | 170.6 |
Goodwill | 986.8 | 972.8 |
Intangible assets, net | 653.9 | 669.9 |
Non-current deferred tax assets | 43 | 50.7 |
Other non-current assets | 167.4 | 162 |
Total assets held for sale | 2,888.4 | 2,848.3 |
Liabilities: | ||
Short-term borrowings | 20.6 | 9.6 |
Current portion of long-term debt | 30.5 | 31.1 |
Accounts payable | 359.9 | 346.5 |
Other current liabilities | 260 | 296.1 |
Long term debt | 175.5 | 175.7 |
Deferred tax liabilities | 107.7 | 56.3 |
Other non-current liabilities | 261.2 | 269 |
Total liabilities held for sale | $ 1,215.4 | $ 1,184.3 |
Discontinued Operations - Sum49
Discontinued Operations - Summary of Selected Financial Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Non-cash items included in net earnings from discontinued operations: | ||
Provisions for bad debt | $ 1.8 | $ 1 |
Discontinued Operations Held for Sale [Member] | Diversey [Member] | ||
Non-cash items included in net earnings from discontinued operations: | ||
Depreciation and amortization | 23.4 | 25.7 |
Share-based incentive compensation | 3.3 | 2.8 |
Profit sharing expense | 1 | 0.8 |
Capital expenditures | 3.4 | 7.8 |
Provisions for bad debt | $ 1.3 | $ 1.4 |
Segments - Additional Informati
Segments - Additional Information (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)Segment | Mar. 31, 2016USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | Segment | 2 | |
Interest income | $ | $ 2.2 | $ 1.6 |
Segments - Net Sales and Adjust
Segments - Net Sales and Adjusted EBITDA of Reportable Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Segment Reporting Information [Line Items] | |||
Net sales | $ 1,032.2 | $ 1,005.9 | |
Adjusted EBITDA Margin | 17.60% | 18.50% | |
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations | $ 181.9 | $ 186.2 | |
Operating Segments [Member] | Food Care [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 655.6 | 638.4 | |
Adjusted EBITDA | $ 141.5 | $ 138.6 | |
Adjusted EBITDA Margin | 21.60% | 21.70% | |
Operating Segments [Member] | Product Care [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 376.6 | $ 367.5 | |
Adjusted EBITDA | $ 74.1 | $ 77.1 | |
Adjusted EBITDA Margin | 19.70% | 21.00% | |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | [1] | $ (33.7) | $ (29.5) |
Product Concentration Risk [Member] | Net Sales [Member] | Operating Segments [Member] | Food Care [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 63.50% | 63.50% | |
Product Concentration Risk [Member] | Net Sales [Member] | Operating Segments [Member] | Product Care [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 36.50% | 36.50% | |
[1] | Corporate includes costs previously allocated to the Diversey Care segment and food hygiene and cleaning business of our Food Care segment reported within discontinued operations of $8.0 million and $5.1 million for three months ended March 31, 2017 and 2016, respectively. |
Segments - Net Sales and Adju52
Segments - Net Sales and Adjusted EBITDA of Reportable Segments (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Discontinued Operations Held for Sale [Member] | Diversey [Member] | Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 8 | $ 5.1 |
Segments - Reconciliation of U.
Segments - Reconciliation of U.S. GAAP Net Earnings from Continuing Operations to Non-U.S. GAAP Adjusted EBITDA from Continuing Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Segment Reporting Information [Line Items] | |||
Net (loss) earnings from continuing operations | $ (53.8) | $ 74.9 | |
Interest expense | (48.8) | (50.9) | |
Interest income | 2.2 | 1.6 | |
Income tax provision | [1] | 136.4 | 17.6 |
Depreciation and amortization | [2],[3] | (37.2) | (34.9) |
Special items : | |||
Restructuring and other charges | [4] | (1.9) | 0.2 |
Other restructuring associated costs included in cost of sales and selling, general and administrative expenses | (3.9) | (3.9) | |
Stock appreciation rights expense | (0.1) | ||
Foreign currency exchange loss related to Venezuelan subsidiaries | (1) | ||
Loss related to the sale of other businesses, investments and property, plant and equipment | (1.7) | ||
Other special items | [5] | 4.1 | (1.4) |
Pre-tax impact of Special items | (15.5) | (9.5) | |
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations | 181.9 | 186.2 | |
European Food Trays Business | |||
Special items : | |||
Gain (loss) on sale of business | 2.3 | $ (1.6) | |
Diversey [Member] | Discontinued Operations Held for Sale [Member] | |||
Special items : | |||
Charges incurred related to the sale of Diversey | $ (16.1) | ||
[1] | The Company early adopted ASU 2016-09 on a prospective basis, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional 404,347 diluted weighted average number of common shares outstanding for the three months ended March 31, 2016, and recognition of excess tax benefits of $9.6 million in net earnings from continuing operations, and $1.0 million in net earnings from discontinued operations for the three months ended March 31, 2016. As a result, continuing operations net earnings per common share increased by $0.05 per share for the three months ended March 31, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to Condensed Consolidated Financial Statements for further details. | ||
[2] | Depreciation and amortization by segment is as follows: | ||
[3] | Includes share-based incentive compensation of $8.0 million for the three months ended March 31, 2017 and $11.5 million for the three months ended March 31, 2016. | ||
[4] | Restructuring and other charges by segment were as follows: | ||
[5] | Other Special Items for the three months ended March 31, 2017 primarily included a recovered wage tax as the result of a court ruling partially offset by legal fees associated with restructuring and acquisitions. Other Special Items for the three months ended March 31, 2016 primarily included legal fees associated with restructuring and acquisitions. |
Segments - Reconciliation of 54
Segments - Reconciliation of U.S. GAAP Net Earnings from Continuing Operations to Non-U.S. GAAP Adjusted EBITDA from Continuing Operations (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | [1],[2] | $ 37.2 | $ 34.9 |
Share-based incentive compensation | 8 | 11.5 | |
Restructuring and other charges | [3] | 1.9 | (0.2) |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 0.6 | 2.4 | |
Food Care [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 25.1 | 22.9 | |
Restructuring and other charges | 1.2 | (0.1) | |
Product Care [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 11.5 | 9.6 | |
Restructuring and other charges | $ 0.7 | $ (0.1) | |
[1] | Depreciation and amortization by segment is as follows: | ||
[2] | Includes share-based incentive compensation of $8.0 million for the three months ended March 31, 2017 and $11.5 million for the three months ended March 31, 2016. | ||
[3] | Restructuring and other charges by segment were as follows: |
Segments - Assets by Reportable
Segments - Assets by Reportable Segments (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Trade receivables, net, and finished goods inventories, net | ||||
Total segments and other | $ 740.6 | $ 721.3 | ||
Assets not allocated | ||||
Cash and cash equivalents | 258.4 | 333.7 | $ 282.9 | $ 321.7 |
Property and equipment, net | 910.1 | 889.6 | ||
Goodwill | 1,884.7 | 1,882.9 | ||
Intangible assets, net | 39.3 | 40.1 | ||
Assets held for sale | 2,891.8 | 825.7 | ||
Total assets | 7,421.2 | 7,399.2 | ||
Operating Segments [Member] | Food Care [Member] | ||||
Trade receivables, net, and finished goods inventories, net | ||||
Total segments and other | 461.4 | 459.8 | ||
Assets not allocated | ||||
Goodwill | 511.9 | 510.8 | ||
Operating Segments [Member] | Product Care [Member] | ||||
Trade receivables, net, and finished goods inventories, net | ||||
Total segments and other | 279.2 | 261.5 | ||
Assets not allocated | ||||
Goodwill | 1,372.8 | 1,372.1 | ||
Segment Reconciling Items [Member] | ||||
Assets not allocated | ||||
Cash and cash equivalents | 258.4 | 333.7 | ||
Property and equipment, net | 910.1 | 889.6 | ||
Goodwill | 1,884.7 | 1,882.9 | ||
Intangible assets, net | 39.3 | 40.1 | ||
Assets held for sale | 2,891.8 | 2,851.7 | ||
Other | 696.3 | 679.9 | ||
Total assets | $ 7,421.2 | $ 7,399.2 |
Inventories - Inventories (Deta
Inventories - Inventories (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 88.1 | $ 81.5 |
Work in process | 128.8 | 114.4 |
Finished goods | 290.1 | 260.8 |
Total | $ 507 | $ 456.7 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment Net [Abstract] | ||
Land and improvements | $ 42.9 | $ 41.6 |
Buildings | 609.7 | 600.2 |
Machinery and equipment | 2,128 | 2,091.5 |
Other property and equipment | 105.4 | 104.3 |
Construction-in-progress | 232.8 | 210.1 |
Property and equipment, gross | 3,118.8 | 3,047.7 |
Accumulated depreciation and amortization | (2,208.7) | (2,158.1) |
Property and equipment, net | $ 910.1 | $ 889.6 |
Property and Equipment, net - I
Property and Equipment, net - Interest Cost Capitalized and Depreciation and Amortization Expense for Property and Equipment (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property Plant And Equipment [Abstract] | ||
Interest cost capitalized | $ 3 | $ 1.6 |
Depreciation and amortization expense for property and equipment | $ 24.1 | $ 20.6 |
Goodwill and Identifiable Ass59
Goodwill and Identifiable Assets - Summary of Goodwill Balances by Segment Reporting Structure (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Line Items] | |
Carrying Value | $ 1,882.9 |
Currency translation | 1.8 |
Carrying Value | 1,884.7 |
Operating Segments [Member] | Food Care [Member] | |
Goodwill [Line Items] | |
Carrying Value | 510.8 |
Currency translation | 1.1 |
Carrying Value | 511.9 |
Operating Segments [Member] | Product Care [Member] | |
Goodwill [Line Items] | |
Carrying Value | 1,372.1 |
Currency translation | 0.7 |
Carrying Value | $ 1,372.8 |
Goodwill and Identifiable Ass60
Goodwill and Identifiable Assets - Summary of Identifiable Intangible Assets with Definite and Indefinite Useful Lives (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Finite And Infinite Lived Intangible Assets [Line Items] | ||
Intangible assets with definite life, Gross Carrying Value | $ 116.2 | $ 113.2 |
Intangible assets with definite life, Accumulated Amortization | (85.8) | (82) |
Intangible assets with definite life, Net | 30.4 | 31.2 |
Gross Carrying Value | 125.1 | 122.1 |
Net | 39.3 | 40.1 |
Trademarks and tradenames with indefinite lives [Member] | ||
Finite And Infinite Lived Intangible Assets [Line Items] | ||
Intangible assets with definite life, Accumulated Amortization | 0 | |
Intangible assets with indefinite life, Gross Carrying Value | 8.9 | 8.9 |
Intangible assets with indefinite life, Net | 8.9 | 8.9 |
Customer relationships [Member] | ||
Finite And Infinite Lived Intangible Assets [Line Items] | ||
Intangible assets with definite life, Gross Carrying Value | 25.2 | 25 |
Intangible assets with definite life, Accumulated Amortization | (18) | (17.5) |
Intangible assets with definite life, Net | 7.2 | 7.5 |
Trademarks and tradenames [Member] | ||
Finite And Infinite Lived Intangible Assets [Line Items] | ||
Intangible assets with definite life, Gross Carrying Value | 0.6 | 0.6 |
Intangible assets with definite life, Accumulated Amortization | (0.2) | (0.2) |
Intangible assets with definite life, Net | 0.4 | 0.4 |
Capitalized Software [Member] | ||
Finite And Infinite Lived Intangible Assets [Line Items] | ||
Intangible assets with definite life, Gross Carrying Value | 45.3 | 42.6 |
Intangible assets with definite life, Accumulated Amortization | (33.3) | (31.2) |
Intangible assets with definite life, Net | 12 | 11.4 |
Technology [Member] | ||
Finite And Infinite Lived Intangible Assets [Line Items] | ||
Intangible assets with definite life, Gross Carrying Value | 34.6 | 34.4 |
Intangible assets with definite life, Accumulated Amortization | (24.9) | (24.2) |
Intangible assets with definite life, Net | 9.7 | 10.2 |
Customer Contracts [Member] | ||
Finite And Infinite Lived Intangible Assets [Line Items] | ||
Intangible assets with definite life, Gross Carrying Value | 10.5 | 10.6 |
Intangible assets with definite life, Accumulated Amortization | (9.4) | (8.9) |
Intangible assets with definite life, Net | $ 1.1 | $ 1.7 |
Goodwill and Identifiable Ass61
Goodwill and Identifiable Assets - Remaining Estimated Future Amortization Expense (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2017 | $ 8.1 | |
2,018 | 7.5 | |
2,019 | 3.1 | |
2,020 | 1.5 | |
Thereafter | 10.2 | |
Intangible assets with definite life, Net | $ 30.4 | $ 31.2 |
Accounts Receivable Securitiz62
Accounts Receivable Securitization Programs - Additional Information (Detail) | 3 Months Ended | |||
Mar. 31, 2017USD ($)Bank | Mar. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | |
U.S. Accounts Receivable Securitization Program [Member] | ||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||
Number of banks involved in sale of fractional ownership interest of accounts receivable | Bank | 2 | |||
Maximum purchase limit for receivable interests under accounts receivable securitization program | $ 90,000,000 | |||
Level of eligible assets available under accounts receivable securitization program | less than $90.0 million | |||
Amount available for accounts receivable securitization program | $ 69,000,000 | |||
Accounts receivable expiration date | 2016-09 | |||
U.S. Accounts Receivable Securitization Program [Member] | U.S. Program [Member] | ||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||
Amount utilized under accounts receivable securitization program | $ 30,000,000 | $ 0 | ||
European Accounts Receivable Securitization Program [Member] | ||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||
Number of banks involved in sale of fractional ownership interest of accounts receivable | Bank | 2 | |||
Maximum purchase limit for receivable interests under accounts receivable securitization program | $ 117,400,000 | € 110,000,000 | ||
Amount available for accounts receivable securitization program | $ 100,800,000 | € 94,500,000 | ||
Accounts receivable expiration date | 2017-02 | |||
Accounts receivable extended expiration date | 2017-09 | |||
European Accounts Receivable Securitization Program [Member] | Europe [Member] | ||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||
Amount utilized under accounts receivable securitization program | $ 0 | € 0 |
Restructuring and Relocation 63
Restructuring and Relocation Activities - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Mar. 31, 2017 |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring expected accrual to pay | $ 35.1 | |
Restructuring expected accrual remaining to pay | $ 1.6 | |
Scenario, Forecast [Member] | Fusion Program | Building Cost Of Charlotte Campus | ||
Restructuring Cost And Reserve [Line Items] | ||
Total estimated net cash cost | $ 120 |
Restructuring and Relocation 64
Restructuring and Relocation Activities - Schedule of Program Metrics (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)Employee | Mar. 31, 2016USD ($) | |
Restructuring Cost And Reserve [Line Items] | ||
Approximate positions eliminated by the program | Employee | 1,950 | |
Costs of reduction in headcount as a result of reorganization | $ 226 | |
Other expenses associated with the Program | 3.9 | $ 3.9 |
Total expense | 4.1 | 6.1 |
Capital expenditures | 9.9 | $ 19.1 |
Total Cumulative Expense | 335 | |
Cumulative Capital expenditures | 224 | |
Minimum [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Costs of reduction in headcount as a result of reorganization | 235 | |
Other expenses associated with the Program | 155 | |
Total expense | 390 | |
Capital expenditures | 250 | |
Proceeds, foreign exchange and other cash items | (70) | |
Total estimated net cash cost | 570 | |
Maximum [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Costs of reduction in headcount as a result of reorganization | 245 | |
Other expenses associated with the Program | 160 | |
Total expense | 405 | |
Capital expenditures | 255 | |
Proceeds, foreign exchange and other cash items | (75) | |
Total estimated net cash cost | 585 | |
Other Restructuring | ||
Restructuring Cost And Reserve [Line Items] | ||
Other expenses associated with the Program | $ 109 |
Restructuring and Relocation 65
Restructuring and Relocation Activities - Restructuring Activities (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Restructuring And Related Activities [Abstract] | |||
Other associated costs | $ 3.9 | $ 3.9 | |
Restructuring charges | [1] | 1.9 | (0.2) |
Total charges from continuing operations | 5.8 | 3.7 | |
Charges included in discontinued operations | (1.7) | 2.4 | |
Total charges | 4.1 | 6.1 | |
Capital expenditures | $ 9.9 | $ 19.1 | |
[1] | Restructuring and other charges by segment were as follows: |
Restructuring and Relocation 66
Restructuring and Relocation Activities - Components of Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring accrual at December 31, 2016 | $ 47.4 |
Accrual and accrual adjustments | (0.5) |
Cash payments during 2017 | (10.9) |
Effect of changes in foreign currency exchange rates | 0.7 |
Restructuring accrual at March 31, 2017 | $ 36.7 |
Debt and Credit Facilities - To
Debt and Credit Facilities - Total Debt Outstanding (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Short-term borrowings | [1],[2],[3] | $ 96.9 | $ 83 |
Current portion of long-term debt | [4] | 296.5 | 297 |
Total current debt | 393.4 | 380 | |
Other | 2.1 | 3.3 | |
Total long-term debt, less current portion | [5] | 3,762.7 | 3,762.6 |
Total debt | [6],[7] | 4,156.1 | 4,142.6 |
Term Loan A Due July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility amount outstanding | [4] | 812.5 | 818.3 |
6.50% Senior Notes Due December 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 423.2 | 423.1 | |
4.875% Senior Notes due December 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 419.8 | 419.6 | |
5.25% Senior Notes Due April 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 419.9 | 419.7 | |
4.50% Senior Notes due September 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 423.1 | 416.7 | |
5.125% Senior Notes due December 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 420.3 | 420.2 | |
5.50% Senior Notes due September 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 396.5 | 396.4 | |
6.875% Senior Notes Due July 2033 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | $ 445.3 | $ 445.3 | |
[1] | As of March 31, 2017 and December 31, 2016, there were $26.3 million and $25.4 million of cash held on deposit, respectively, as a compensating balance for certain short-term borrowings, which is recorded in other current assets on the Condensed Consolidated Balance Sheet | ||
[2] | Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries. | ||
[3] | Short-term borrowings of $96.9 million at March 31, 2017 are comprised primarily of $61.9 million short-term borrowing from various lines of credit, $30.0 million of borrowings outstanding under our U.S. accounts receivable securitization program and $5.0 million outstanding under our revolving credit facility. Short-term borrowings at December 31, 2016 were comprised primarily of $83.0 million short-term borrowings from various lines of credit. | ||
[4] | Term Loan A facility due July 2019 has required prepayments which are due through the first quarter of 2018 and the outstanding balance of the Term Loan A facility due in July 2017 are included in the current portion of long-term debt. | ||
[5] | Amounts are net of unamortized discounts and issuance costs of $34.8 million as March 31, 2017 and $36.3 million as of December 31, 2016. | ||
[6] | As of March 31, 2017, our weighted average interest rate on our short-term borrowings outstanding was 3.4% and on our long-term debt outstanding was 4.6%. As of December 31, 2016, our weighted average interest rate on our short-term borrowings outstanding was 4.8% and on our long-term debt outstanding was 4.7%. | ||
[7] | Long-term debt instruments are listed in order of priority. |
Debt and Credit Facilities - 68
Debt and Credit Facilities - Total Debt Outstanding (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | |||
Short-term borrowings | [1],[2],[3] | $ 96.9 | $ 83 |
Short-term Debt, Weighted Average Interest Rate | 3.40% | 4.80% | |
Long-term Debt, Weighted Average Interest Rate | 4.60% | 4.70% | |
Unamortized discounts/issuance costs | $ 34.8 | $ 36.3 | |
U.S. Accounts Receivable Securitization Program [Member] | |||
Debt Instrument [Line Items] | |||
Short-term borrowings | 30 | $ 83 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Short-term borrowings | 5 | ||
Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Short-term borrowings | $ 61.9 | ||
Term Loan A Due July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Debt maturity month and year, Term loan | 2019-07 | 2019-07 | |
Term loan facilities, prepayment due year | 2,018 | ||
6.50% Senior Notes Due December 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 6.50% | 6.50% | |
Debt maturity month and year, Senior notes | 2020-12 | 2020-12 | |
4.875% Senior Notes due December 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 4.875% | 4.875% | |
Debt maturity month and year, Senior notes | 2022-12 | 2022-12 | |
5.25% Senior Notes Due April 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 5.25% | 5.25% | |
Debt maturity month and year, Senior notes | 2023-04 | 2023-04 | |
4.50% Senior Notes due September 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 4.50% | 4.50% | |
Debt maturity month and year, Senior notes | 2023-09 | 2023-09 | |
5.125% Senior Notes due December 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 5.125% | 5.125% | |
Debt maturity month and year, Senior notes | 2024-12 | 2024-12 | |
5.50% Senior Notes due September 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 5.50% | 5.50% | |
Debt maturity month and year, Senior notes | 2025-09 | 2025-09 | |
6.875% Senior Notes Due July 2033 [Member] | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 6.875% | 6.875% | |
Debt maturity month and year, Senior notes | 2033-07 | 2033-07 | |
[1] | As of March 31, 2017 and December 31, 2016, there were $26.3 million and $25.4 million of cash held on deposit, respectively, as a compensating balance for certain short-term borrowings, which is recorded in other current assets on the Condensed Consolidated Balance Sheet | ||
[2] | Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries. | ||
[3] | Short-term borrowings of $96.9 million at March 31, 2017 are comprised primarily of $61.9 million short-term borrowing from various lines of credit, $30.0 million of borrowings outstanding under our U.S. accounts receivable securitization program and $5.0 million outstanding under our revolving credit facility. Short-term borrowings at December 31, 2016 were comprised primarily of $83.0 million short-term borrowings from various lines of credit. |
Debt and Credit Facilities - Li
Debt and Credit Facilities - Lines of Credit (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |||
Used lines of credit | [1],[2],[3] | $ 96.9 | $ 83 |
Unused lines of credit | 1,026.1 | 1,074.4 | |
Total available lines of credit | [4] | $ 1,123 | $ 1,157.4 |
[1] | As of March 31, 2017 and December 31, 2016, there were $26.3 million and $25.4 million of cash held on deposit, respectively, as a compensating balance for certain short-term borrowings, which is recorded in other current assets on the Condensed Consolidated Balance Sheet | ||
[2] | Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries. | ||
[3] | Short-term borrowings of $96.9 million at March 31, 2017 are comprised primarily of $61.9 million short-term borrowing from various lines of credit, $30.0 million of borrowings outstanding under our U.S. accounts receivable securitization program and $5.0 million outstanding under our revolving credit facility. Short-term borrowings at December 31, 2016 were comprised primarily of $83.0 million short-term borrowings from various lines of credit. | ||
[4] | Of the total available lines of credit, $869.8 million were committed as of March 31, 2017. |
Debt and Credit Facilities - 70
Debt and Credit Facilities - Lines of Credit (Parenthetical) (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | |
Line Of Credit Facility [Line Items] | |||
Cash held on deposit as compensating balance | $ 26.3 | $ 25.4 | |
Total available lines of credit | [1] | 1,123 | $ 1,157.4 |
Committed Line of Credit Facilities [Member] | |||
Line Of Credit Facility [Line Items] | |||
Total available lines of credit | $ 869.8 | ||
[1] | Of the total available lines of credit, $869.8 million were committed as of March 31, 2017. |
Derivatives and Hedging Activ71
Derivatives and Hedging Activities - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2017USD ($)Derivative | Mar. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)Derivative | Jun. 30, 2015EUR (€) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
4.50% Senior Notes due September 2023 [Member] | |||||||
Derivative [Line Items] | |||||||
Debt interest rate | 4.50% | 4.50% | |||||
Delayed Draw Term Loan A Facility [Member] | |||||||
Derivative [Line Items] | |||||||
Notional amount of outstanding derivative | $ 100,000,000 | ||||||
Foreign Currency Forward Contracts [Member] | |||||||
Derivative [Line Items] | |||||||
Fair Value of (Liability) Derivatives | $ 4,700,000 | ||||||
Foreign Currency Forward Contracts [Member] | Net Investment Hedge [Member] | |||||||
Derivative [Line Items] | |||||||
Notional amount of outstanding derivative | € | € 270,000,000 | ||||||
Derivative foreign exchange expiration date | 2015-06 | ||||||
Cumulative translation adjustment before tax | $ (3,500,000) | ||||||
Cumulative translation adjustment after tax | $ (2,200,000) | ||||||
Foreign Currency Forward Contracts [Member] | Designated as Hedging Instruments [Member] | |||||||
Derivative [Line Items] | |||||||
Maximum original maturity period of foreign currency forward contracts | 12 months | ||||||
Other comprehensive income unrealized gain (loss) arising during period net of tax | $ (2,900,000) | $ (3,400,000) | |||||
Net unrealized derivative gain (losses) included in AOCI to be reclassified into earnings in next twelve months | $ 2,300,000 | ||||||
Foreign Currency Forward Contracts [Member] | Not Designated as Hedging Instruments [Member] | |||||||
Derivative [Line Items] | |||||||
Maximum original maturity period of foreign currency forward contracts | 12 months | ||||||
Interest Rate Swaps [Member] | |||||||
Derivative [Line Items] | |||||||
Number of derivative instruments outstanding | Derivative | 0 | 0 | |||||
Interest Rate and Currency Swap [Member] | |||||||
Derivative [Line Items] | |||||||
Notional amount of outstanding derivative | $ 100,000,000 | ||||||
Derivative notional amount settled | $ 20,000,000 | ||||||
Amount received on derivative settlement | $ 4,900,000 | ||||||
Amount paid on derivative settlement | $ 1,800,000 | ||||||
Fair Value of (Liability) Derivatives | 20,000,000 | $ 23,900,000 | |||||
EUR - Denominated debt [Member] | Net Investment Hedge [Member] | 4.50% Senior Notes due September 2023 [Member] | |||||||
Derivative [Line Items] | |||||||
Debt instrument face amount | € | € 400,000,000 | ||||||
Debt interest rate | 4.50% | ||||||
EUR - Denominated debt [Member] | Designated as Hedging Instruments [Member] | Net Investment Hedge [Member] | |||||||
Derivative [Line Items] | |||||||
Fair Value of (Liability) Derivatives | 23,000,000 | ||||||
Fair value of (liability) derivatives, after tax | 14,200,000 | ||||||
Cross-Currency Swaps [Member] | |||||||
Derivative [Line Items] | |||||||
Fair Value of (Liability) Derivatives | (7,000,000) | $ (5,300,000) | |||||
Cross-Currency Swaps [Member] | Net Investment Hedge [Member] | |||||||
Derivative [Line Items] | |||||||
Notional amount of outstanding derivative | $ 425,000,000 | ||||||
Cross-Currency Swaps [Member] | Designated as Hedging Instruments [Member] | Net Investment Hedge [Member] | |||||||
Derivative [Line Items] | |||||||
Fair Value of (Liability) Derivatives | (7,000,000) | ||||||
Fair value of (liability) derivatives, after tax | (4,300,000) | ||||||
Semi-annual interest settlement resulted in AOCI | 13,900,000 | ||||||
Semi-annual interest settlement resulted in AOCI after tax | $ 8,600,000 |
Derivatives and Hedging Activ72
Derivatives and Hedging Activities - Fair Value of Derivative Instruments (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts | $ 39.9 | $ 40.2 |
Total Derivative Liabilities | (9.8) | (16.9) |
Net Derivatives | 30.1 | 23.3 |
Not Designated as Hedging Instruments [Member] | ||
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts | 18.2 | 11.4 |
Total Derivative Liabilities | (1.9) | (11.5) |
Net Derivatives | 16.3 | (0.1) |
Foreign Currency Forward Contracts [Member] | ||
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts | 19.9 | 16.3 |
Total Derivative Liabilities | (2.8) | (11.6) |
Foreign Currency Forward Contracts [Member] | Not Designated as Hedging Instruments [Member] | ||
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts | 18.2 | 11.4 |
Total Derivative Liabilities | (1.9) | (11.5) |
Interest Rate and Currency Swap [Member] | ||
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts | 20 | 23.9 |
Cross-Currency Swaps [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total Derivative Liabilities | (7) | (5.3) |
Cash Flow Hedge [Member] | ||
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts | 21.7 | 28.8 |
Total Derivative Liabilities | (0.9) | (0.1) |
Net Derivatives | 20.8 | 28.7 |
Cash Flow Hedge [Member] | Foreign Currency Forward Contracts [Member] | ||
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts | 1.7 | 4.9 |
Total Derivative Liabilities | (0.9) | (0.1) |
Cash Flow Hedge [Member] | Interest Rate and Currency Swap [Member] | ||
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts | 20 | 23.9 |
Net Investment Hedge [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total Derivative Liabilities | (7) | (5.3) |
Net Derivatives | (7) | (5.3) |
Net Investment Hedge [Member] | Cross-Currency Swaps [Member] | ||
Derivatives Fair Value [Line Items] | ||
Total Derivative Liabilities | $ (7) | $ (5.3) |
Derivatives and Hedging Activ73
Derivatives and Hedging Activities - Fair Value of Derivative Instruments (Parenthetical) (Detail) € in Millions, $ in Millions | Mar. 31, 2017USD ($) | Mar. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | |
Offsetting Liabilities [Line Items] | ||||
Long-term debt, less current portion | [1] | $ 3,762.7 | $ 3,762.6 | |
Current assets held for sale | 2,891.8 | 825.7 | ||
Reclassified to liabilities held for sale | (1,215.4) | (683.3) | ||
Gross position, Other Assets | 39.9 | 40.2 | ||
Total Derivative Liabilities | (9.8) | (16.9) | ||
Other Current Assets [Member] | ||||
Offsetting Liabilities [Line Items] | ||||
Gross position, Other Assets | 25.3 | 22.6 | ||
Reclassified to held for sale | (6.4) | (7.3) | ||
Impact of master netting agreements | (0.3) | (0.2) | ||
Net amounts recognized on the Condensed Consolidated Balance Sheet | 18.6 | 15.1 | ||
Other Non-current Assets [Member] | ||||
Offsetting Liabilities [Line Items] | ||||
Gross position, Other Assets | 14.6 | 17.6 | ||
Reclassified to held for sale | (14.6) | (17.6) | ||
Other Current Liabilities [Member] | ||||
Offsetting Liabilities [Line Items] | ||||
Total Derivative Liabilities | (2.8) | (11.6) | ||
Reclassified to held for sale | 0.1 | 2.3 | ||
Impact of master netting agreements | 0.3 | 0.2 | ||
Net amounts recognized on the Condensed Consolidated Balance Sheet | (2.4) | (9.1) | ||
Other Non-current Liabilities [Member] | ||||
Offsetting Liabilities [Line Items] | ||||
Total Derivative Liabilities | (7) | (5.3) | ||
Net amounts recognized on the Condensed Consolidated Balance Sheet | (7) | (5.3) | ||
Foreign Currency Forward Contracts [Member] | ||||
Offsetting Liabilities [Line Items] | ||||
Current assets held for sale | 0.9 | |||
Reclassified to liabilities held for sale | (1.4) | |||
Gross position, Other Assets | 19.9 | 16.3 | ||
Total Derivative Liabilities | (2.8) | (11.6) | ||
Foreign Currency Forward Contracts [Member] | Designated as Hedging Instruments [Member] | ||||
Offsetting Liabilities [Line Items] | ||||
Long-term debt, less current portion | 423.1 | € 400 | 416.7 | |
Interest Rate and Currency Swap [Member] | ||||
Offsetting Liabilities [Line Items] | ||||
Current assets held for sale | 20 | 23.9 | ||
Gross position, Other Assets | $ 20 | $ 23.9 | ||
[1] | Amounts are net of unamortized discounts and issuance costs of $34.8 million as March 31, 2017 and $36.3 million as of December 31, 2016. |
Derivatives and Hedging Activ74
Derivatives and Hedging Activities - Effect of Derivative Instruments on Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | $ 6 | $ (19.6) |
Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | (3.1) | (9.1) |
Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member] | Foreign Currency Forward Contracts [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 0.6 | 1.7 |
Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member] | Interest Rate and Currency Swap [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | (3.8) | (10.9) |
Designated as Hedging Instruments [Member] | Cash Flow Hedge [Member] | Treasury Lock [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 0.1 | 0.1 |
Designated as Hedging Instruments [Member] | Fair Value Hedges [Member] | Interest Rate Swaps [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 0.1 | 0.1 |
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 | $ 9 | $ (10.6) |
Derivatives and Hedging Activ75
Derivatives and Hedging Activities - Effect of Derivative Instruments on Condensed Consolidated Statements of Operations (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Amount of expense reclassified | $ 0.5 | $ 6.6 |
Fair Value Measurements and O76
Fair Value Measurements and Other Financial Instruments - Fair Value Hierarchy of Financial Instruments (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 40.8 | $ 71.3 |
Compensating balance deposits | 54.1 | 52.9 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 40.8 | 71.3 |
Compensating balance deposits | 54.1 | 52.9 |
Foreign Currency Forward Contracts and Options [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value of (Liability) Derivatives | 17.1 | |
Foreign Currency Forward Contracts and Options [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value of (Liability) Derivatives | 17.1 | |
Interest Rate and Currency Swap [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value of (Liability) Derivatives | 20 | 23.9 |
Interest Rate and Currency Swap [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value of (Liability) Derivatives | 20 | 23.9 |
Cross-Currency Swaps [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value of (Liability) Derivatives | (7) | (5.3) |
Cross-Currency Swaps [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value of (Liability) Derivatives | $ (7) | (5.3) |
Foreign Currency Forward Contracts [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value of (Liability) Derivatives | 4.7 | |
Foreign Currency Forward Contracts [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value of (Liability) Derivatives | $ 4.7 |
Fair Value Measurements and O77
Fair Value Measurements and Other Financial Instruments - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Certificates of deposits maturity period | 3 months |
Fair Value Measurements and O78
Fair Value Measurements and Other Financial Instruments - Carrying Amounts and Estimated Fair Values of Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Carrying Amount [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other foreign loans | $ 88 | $ 78.9 |
Other domestic loans | 37.2 | 21.4 |
Total debt | 4,382.7 | 4,359 |
Carrying Amount [Member] | Continuing Operations [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt | 4,156.1 | 4,142.6 |
Carrying Amount [Member] | Discontinued Operations Held for Sale [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt | 226.6 | 216.4 |
Carrying Amount [Member] | 6.50% Senior Notes Due December 2020 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 423.2 | 423.1 |
Carrying Amount [Member] | 4.875% Senior Notes due December 2022 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 419.8 | 419.6 |
Carrying Amount [Member] | 5.25% Senior Notes Due April 2023 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 419.9 | 419.7 |
Carrying Amount [Member] | 4.50% Senior Notes due September 2023 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 423.1 | 416.7 |
Carrying Amount [Member] | 5.125% Senior Notes due December 2024 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 420.3 | 420.2 |
Carrying Amount [Member] | 5.50% Senior Notes due September 2025 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 396.5 | 396.4 |
Carrying Amount [Member] | 6.875% Senior Notes Due July 2033 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 445.3 | 445.3 |
Fair Value [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other foreign loans | 88.2 | 79.2 |
Other domestic loans | 37 | 21.3 |
Total debt | 4,620.1 | 4,546.4 |
Fair Value [Member] | Continuing Operations [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt | 4,393.5 | 4,330 |
Fair Value [Member] | Discontinued Operations Held for Sale [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt | 226.6 | 216.4 |
Fair Value [Member] | 6.50% Senior Notes Due December 2020 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 475.3 | 477.3 |
Fair Value [Member] | 4.875% Senior Notes due December 2022 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 442 | 437.6 |
Fair Value [Member] | 5.25% Senior Notes Due April 2023 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 444.3 | 441.1 |
Fair Value [Member] | 4.50% Senior Notes due September 2023 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 469.6 | 453.4 |
Fair Value [Member] | 5.125% Senior Notes due December 2024 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 442.1 | 437.3 |
Fair Value [Member] | 5.50% Senior Notes due September 2025 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 423.2 | 418.8 |
Fair Value [Member] | 6.875% Senior Notes Due July 2033 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 489 | 462.7 |
Term Loan A Due July 2017 [Member] | Carrying Amount [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Credit Facility | 249.9 | 249.9 |
Term Loan A Due July 2017 [Member] | Fair Value [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Credit Facility | 249.9 | 249.9 |
Term Loan A Due July 2019 [Member] | Carrying Amount [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Credit Facility | 1,059.5 | 1,067.8 |
Term Loan A Due July 2019 [Member] | Fair Value [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Credit Facility | $ 1,059.5 | $ 1,067.8 |
Fair Value Measurements and O79
Fair Value Measurements and Other Financial Instruments - Carrying Amounts and Estimated Fair Values of Debt (Parenthetical) (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Term Loan A Due July 2017 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt maturity month and year, Term loan | 2017-07 | |
Term Loan A Due July 2019 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt maturity month and year, Term loan | 2019-07 | 2019-07 |
6.50% Senior Notes Due December 2020 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 6.50% | 6.50% |
Debt maturity month and year, Senior notes | 2020-12 | 2020-12 |
4.875% Senior Notes due December 2022 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 4.875% | 4.875% |
Debt maturity month and year, Senior notes | 2022-12 | 2022-12 |
5.25% Senior Notes Due April 2023 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 5.25% | 5.25% |
Debt maturity month and year, Senior notes | 2023-04 | 2023-04 |
4.50% Senior Notes due September 2023 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 4.50% | 4.50% |
Debt maturity month and year, Senior notes | 2023-09 | 2023-09 |
5.125% Senior Notes due December 2024 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 5.125% | 5.125% |
Debt maturity month and year, Senior notes | 2024-12 | 2024-12 |
5.50% Senior Notes due September 2025 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 5.50% | 5.50% |
Debt maturity month and year, Senior notes | 2025-09 | 2025-09 |
6.875% Senior Notes Due July 2033 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 6.875% | 6.875% |
Debt maturity month and year, Senior notes | 2033-07 | 2033-07 |
Defined Benefit Pension Plans80
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans - Components of Net periodic Benefit Cost (Income) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 2 | $ 2.6 |
Interest cost | 7.1 | 8.3 |
Expected return on plan assets | (12.6) | (11.6) |
Amortization of net actuarial loss | 2.8 | 2.8 |
Net periodic benefit cost (income) | (0.7) | 2.1 |
Cost of settlement/curtailment | 0.5 | 0.1 |
Total benefit cost (income) | (0.2) | 2.2 |
U.S. Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0.1 | |
Interest cost | 1.8 | 1.9 |
Expected return on plan assets | (2.5) | (2.5) |
Amortization of net actuarial loss | 0.2 | 0.5 |
Net periodic benefit cost (income) | (0.5) | |
Total benefit cost (income) | (0.5) | |
Non-U.S. Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 2 | 2.5 |
Interest cost | 5.3 | 6.4 |
Expected return on plan assets | (10.1) | (9.1) |
Amortization of net actuarial loss | 2.6 | 2.3 |
Net periodic benefit cost (income) | (0.2) | 2.1 |
Cost of settlement/curtailment | 0.5 | 0.1 |
Total benefit cost (income) | 0.3 | 2.2 |
Other Employee Benefits Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 0.5 | 0.5 |
Amortization of net prior service cost | $ (0.5) | (0.4) |
Net periodic benefit cost | $ 0.1 |
Defined Benefit Pension Plans81
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans - Summary of Costs Disclosed to Discontinued Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension plans | $ (0.2) | $ 2.2 |
Diversey [Member] | Discontinued Operations Held for Sale [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit pension plans | (0.2) | 1.2 |
Total (income) expense included in discontinued operations | $ (0.2) | $ 1.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 165.10% | 19.00% |
Effective income tax reconciliation, repatriation strategies | $ 84.8 | |
Effective income tax reconciliation, tax versus book basis differences | 42.1 | |
Benefit related to equity compensation | 9.3 | |
Excess income tax benefit from share-based payment awards | $ 9.6 | |
Discrete income tax expense (benefit) | $ 0.9 | |
Decrease in unrecognized tax benefits | $ 2.3 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Mar. 17, 2017 | Feb. 15, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Jul. 31, 2015 | Aug. 31, 2007 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 2,200,000,000 | |||||
Stock repurchase program, number of shares authorized to be repurchased | 20,000,000 | |||||
Number of common stock shares repurchased | 0 | 699,345 | ||||
Treasury stock value | $ 32,000,000 | |||||
Dividends declared date | Feb. 15, 2017 | |||||
Dividends per share on common stock | $ 0.16 | |||||
Dividends declared paid date | Mar. 17, 2017 | |||||
Dividends declared date of record | Mar. 3, 2017 | |||||
Dividends paid on common stock | $ 31,200,000 | $ 31,400,000 | $ 26,200,000 | |||
Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 1,500,000,000 | |||||
Stock repurchase program, additional authorized amount | $ 1,500,000,000 |
Stockholders' Equity - Total Sh
Stockholders' Equity - Total Share-based Incentive Compensation Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Total share-based incentive compensation expense | [1],[2] | $ 11.6 | $ 15 |
[1] | Of the consolidated share-based incentive compensation expense, $3.5 million for the three months ended March 31, 2017 and $3.4 million for the three months ended March 31, 2016 were allocated to net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations. | ||
[2] | The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock or the expense or income related to SARs and certain cash-based awards. At March 31, 2017 and March 31, 2016, our other cash-based awards were not material to our Condensed Consolidated Balance Sheet or Statement of Operations. |
Stockholders' Equity - Total 85
Stockholders' Equity - Total Share-based Incentive Compensation Expense (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based incentive compensation expense | [1],[2] | $ 11.6 | $ 15 |
Discontinued Operations Held for Sale [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based incentive compensation expense | $ 3.5 | $ 3.4 | |
[1] | Of the consolidated share-based incentive compensation expense, $3.5 million for the three months ended March 31, 2017 and $3.4 million for the three months ended March 31, 2016 were allocated to net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations. | ||
[2] | The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock or the expense or income related to SARs and certain cash-based awards. At March 31, 2017 and March 31, 2016, our other cash-based awards were not material to our Condensed Consolidated Balance Sheet or Statement of Operations. |
Stockholders' Equity - Additi86
Stockholders' Equity - Additional Information 1 (Detail) - shares | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2017 | Feb. 28, 2017 | Mar. 31, 2017 | |
Performance Share Unit (“PSU”) Awards [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 | ||
Performance Period | 3 years | ||
2017 Three-year PSU Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
PSU awards performance period | 3 years | ||
PSU awards performance period beginning date | Jan. 1, 2017 | ||
PSU awards performance period ending date | Dec. 31, 2019 | ||
Target level for the determination of performance goals and measures for adjusted EBITDA goal | 33.00% | ||
Weighted average return on total shareholders | 34.00% | ||
Weighted average net sales compound average growth rate | 33.00% | ||
2017 Three-year PSU Awards [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares to be issued as percentage of target shares under performance incentive plan | 0.00% | ||
2017 Three-year PSU Awards [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares to be issued as percentage of target shares under performance incentive plan | 200.00% | ||
2014 Three-year PSU Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares to be issued as percentage of target shares under performance incentive plan | 196.00% | ||
Shares to be issued under performance incentive plan | 636,723 | ||
2014 Special PSU Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares to be issued as percentage of target shares under performance incentive plan | 200.00% | ||
Shares to be issued under performance incentive plan | 749,653 | ||
Remaining shares to be issued as percentage under performance incentive plan | 50.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Number of PSUs Granted and Grant Date Fair Value (Detail) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
PSUs - Total Shareholder Return [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of units granted | shares | 100,958 |
Fair value on grant date | $ / shares | $ 46.07 |
PSUs - Net Sales CAGR [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of units granted | shares | 99,522 |
Fair value on grant date | $ / shares | $ 45.36 |
PSUs – Adjusted EBITDA [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of units granted | shares | 99,522 |
Fair value on grant date | $ / shares | $ 45.36 |
Stockholders' Equity - Summar88
Stockholders' Equity - Summary of Assumptions Used to Calculate the Grant Date Fair Value (Detail) - PSUs - Total Shareholder Return [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected price volatility | 25.00% |
Risk-free interest rate | 1.60% |
Accumulated Other Comprehensi89
Accumulated Other Comprehensive Income (Loss) - Details of Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated Other Comprehensive Income (loss), Net of Taxes, beginning balance | $ (949.1) | $ (820) | |
Other comprehensive income (loss) before reclassifications | 46.7 | (41.6) | |
Less: amounts reclassified from accumulated other comprehensive income (loss) | 3.4 | 7.3 | |
Other comprehensive income (loss), net of taxes | 50.1 | (34.3) | |
Accumulated Other Comprehensive Income (loss), Net of Taxes ending balance | [1] | (899) | (854.3) |
Unrecognized Pension Items [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated Other Comprehensive Income (loss), Net of Taxes, beginning balance | (276.7) | (266) | |
Other comprehensive income (loss) before reclassifications | 2.8 | (0.1) | |
Less: amounts reclassified from accumulated other comprehensive income (loss) | 1.7 | 1.8 | |
Other comprehensive income (loss), net of taxes | 4.5 | 1.7 | |
Accumulated Other Comprehensive Income (loss), Net of Taxes ending balance | [1] | (272.2) | (264.3) |
Cumulative Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated Other Comprehensive Income (loss), Net of Taxes, beginning balance | (701.9) | (564) | |
Other comprehensive income (loss) before reclassifications | 55.2 | (9.3) | |
Less: amounts reclassified from accumulated other comprehensive income (loss) | 0 | ||
Other comprehensive income (loss), net of taxes | 55.2 | (9.3) | |
Accumulated Other Comprehensive Income (loss), Net of Taxes ending balance | [1] | (646.7) | (573.3) |
Unrecognized Gains (Losses) on Derivative Instruments [Member] | Net Investment Hedge [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated Other Comprehensive Income (loss), Net of Taxes, beginning balance | 21 | 1.7 | |
Other comprehensive income (loss) before reclassifications | (4.9) | (22.6) | |
Less: amounts reclassified from accumulated other comprehensive income (loss) | 0 | ||
Other comprehensive income (loss), net of taxes | (4.9) | (22.6) | |
Accumulated Other Comprehensive Income (loss), Net of Taxes ending balance | [1] | 16.1 | (20.9) |
Unrecognized Gains (Losses) on Derivative Instruments [Member] | Cash Flow Hedge [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated Other Comprehensive Income (loss), Net of Taxes, beginning balance | 8.5 | 8.3 | |
Other comprehensive income (loss) before reclassifications | (6.4) | (9.6) | |
Less: amounts reclassified from accumulated other comprehensive income (loss) | 1.7 | 5.5 | |
Other comprehensive income (loss), net of taxes | (4.7) | (4.1) | |
Accumulated Other Comprehensive Income (loss), Net of Taxes ending balance | [1] | $ 3.8 | $ 4.2 |
[1] | The ending balance in AOCI includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $11.3 million as of March 31, 2017 and $(19.4) million as of March 31, 2016. |
Accumulated Other Comprehensi90
Accumulated Other Comprehensive Income (Loss) - Details of Comprehensive Income (Loss) (Parenthetical) (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Mar. 31, 2016 |
Intra Entity Currency Translation [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Cumulative translation adjustment | $ 11.3 | $ (19.4) |
Accumulated Other Comprehensi91
Accumulated Other Comprehensive Income (Loss) - Detail of Amount Reclassified from Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Earnings from continuing operations before income tax provision | $ 82.6 | $ 92.5 | |
Tax (expense) benefit | [1] | (136.4) | (17.6) |
Net (loss) earnings available to common stockholders | (43.2) | 102.4 | |
Other income (expense), net | (2.3) | (3.5) | |
Interest expenses | 48.8 | 50.9 | |
Total reclassifications for the period | (3.4) | (7.3) | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Total reclassifications for the period | [2] | (3.4) | (7.3) |
Unrecognized Pension Items [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Total reclassifications for the period | (1.7) | (1.8) | |
Unrecognized Pension Items [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Prior service costs | [2],[3] | 0.5 | 0.4 |
Actuarial losses | [2],[3] | (2.8) | (2.8) |
Earnings from continuing operations before income tax provision | [2] | (2.3) | (2.4) |
Tax (expense) benefit | [2] | 0.6 | 0.6 |
Net (loss) earnings available to common stockholders | [2] | (1.7) | (1.8) |
Net Gains (Losses) on Cash Flow Hedging Derivatives [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Earnings from continuing operations before income tax provision | [2] | (3) | (9) |
Tax (expense) benefit | [2] | 1.3 | 3.5 |
Net (loss) earnings available to common stockholders | [2] | (1.7) | (5.5) |
Foreign Currency Forward Contracts [Member] | Net Gains (Losses) on Cash Flow Hedging Derivatives [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Other income (expense), net | [2],[4],[5] | 0.6 | 1.7 |
Interest Rate Swaps [Member] | Net Gains (Losses) on Cash Flow Hedging Derivatives [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Interest expenses | [2],[4] | (3.7) | (10.8) |
Treasury lock [Member] | Net Gains (Losses) on Cash Flow Hedging Derivatives [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Interest expenses | [2],[5] | $ 0.1 | $ 0.1 |
[1] | The Company early adopted ASU 2016-09 on a prospective basis, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional 404,347 diluted weighted average number of common shares outstanding for the three months ended March 31, 2016, and recognition of excess tax benefits of $9.6 million in net earnings from continuing operations, and $1.0 million in net earnings from discontinued operations for the three months ended March 31, 2016. As a result, continuing operations net earnings per common share increased by $0.05 per share for the three months ended March 31, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to Condensed Consolidated Financial Statements for further details. | ||
[2] | Amounts in parenthesis indicate changes to earnings (loss). | ||
[3] | These accumulated other comprehensive components are included in the computation of net periodic benefit costs within cost of sales and selling, general, and administrative expenses on the Condensed Consolidated Statement of Operations. | ||
[4] | Amounts related to the interest rate and currency swaps will be reclassified to earnings from discontinued operations before income tax provision. | ||
[5] | These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 11, “Derivatives and Hedging Activities” of the Notes to Condensed Consolidated Financial Statements for further details |
Other Expense, net - Details of
Other Expense, net - Details of Other Expense, Net (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Income And Expenses [Abstract] | ||
Interest and dividend income | $ 2.2 | $ 1.6 |
Net foreign exchange transaction losses | (4) | (0.4) |
Bank fee expense | (1.8) | (1.3) |
Net gain/(loss) on disposals of business and property and equipment | 2.3 | (2.6) |
Other, net | (1) | (0.8) |
Other expense, net | $ (2.3) | $ (3.5) |
Net (Loss) Earnings Per Common
Net (Loss) Earnings Per Common Share - Calculation of Basic and Diluted Net Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Numerator | |||
Distributed and allocated undistributed net loss to non-vested restricted stockholders | $ 0.1 | $ (0.7) | |
Net (loss) earnings available to common stockholders | (43.2) | 102.4 | |
Distributed and allocated undistributed net (loss) earnings to common stockholders | (43.1) | 101.7 | |
Distributed net (loss) earnings - dividends paid to common stockholders | (31) | (25.4) | |
Allocation of undistributed net (loss) earnings to common stockholders | $ (74.1) | $ 76.3 | |
Denominator | |||
Weighted average number of common shares outstanding - basic | 193.4 | 195.2 | |
Basic net earnings per common share: | |||
Distributed net earnings to common stockholders | $ 0.16 | $ 0.13 | |
Allocated undistributed net (loss) earnings to common stockholders | (0.38) | 0.38 | |
Net (loss) earnings per common share – basic | [1] | $ (0.22) | $ 0.51 |
Numerator | |||
Add: Allocated undistributed net earnings to unvested restricted stockholders | $ 0.6 | ||
Less: Undistributed net earnings (loss) reallocated to non-vested restricted stockholders | (0.6) | ||
Distributed and allocated undistributed net (loss) earnings to common stockholders | $ (43.1) | 101.7 | |
Net (loss) earnings available to common stockholders – diluted | $ (43.1) | $ 101.7 | |
Denominator | |||
Weighted average number of common shares outstanding - basic | 193.4 | 195.2 | |
Effect of contingently issuable shares | 0.8 | 0.7 | |
Effect of unvested restricted stock units | 0.9 | 0.9 | |
Weighted average number of common shares outstanding - diluted under two-class | 195.1 | 196.8 | |
Effect of unvested restricted stock - participating security | 0.6 | 0.7 | |
Weighted average number of common shares outstanding - diluted under treasury stock | [1] | 195.7 | 197.5 |
Diluted net (loss) earnings per common share(1) | [1] | $ (0.22) | $ 0.51 |
[1] | The Company early adopted ASU 2016-09 on a prospective basis, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional 404,347 diluted weighted average number of common shares outstanding for the three months ended March 31, 2016, and recognition of excess tax benefits of $9.6 million in net earnings from continuing operations, and $1.0 million in net earnings from discontinued operations for the three months ended March 31, 2016. As a result, continuing operations net earnings per common share increased by $0.05 per share for the three months ended March 31, 2016. Refer to Note 2, “Recently Issued Accounting Standards” of the Notes to Condensed Consolidated Financial Statements for further details. |