Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Sealed Air Corporation (the Company) is filing this amendment (this Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (the Form 10-Q), filed with the U.S. Securities and Exchange Commission on November 9, 2017, solely to correct an error on the cover page. The cover page of the Form 10-Q incorrectly stated that the number of shares of the Company's Common Stock outstanding as of October 31, 2017 was 229,996,518. This incorrect number included both the number of shares of Common Stock outstanding and an additional 49,610,170 shares of Common Stock held in treasury that were issued but not outstanding as of that date. The cover page of this Form 10-Q/A correctly states that the number of shares of outstanding Common Stock of the Company as of October 31, 2017 was 180,386,348. The incorrect number of shares outstanding as of October 31, 2017 was also included in Exhibit 101 to the Form 10-Q containing the Company’s Extensible Business Reporting Language (XBRL) materials for the nine-month period ended September 30, 2017. This Form 10-Q/A also amends Item 6, “Exhibits,” specifically by including Exhibit 101 containing the Company’s XBRL materials for the nine-month period ended September 30, 2017 with the corrected number of shares outstanding as of October 31, 2017. This Form 10-Q/A should be read in conjunction with the Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures. | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 180,386,348 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,304.7 | $ 333.7 |
Trade receivables, net of allowance for doubtful accounts of $6.8 in 2017 and $8.4 in 2016 | 540.5 | 460.5 |
Income tax receivables | 16.7 | 11.5 |
Other receivables | 81.7 | 72.7 |
Inventories, net of inventory reserves of $17.4 in 2017 and $13.4 in 2016 | 547.7 | 456.7 |
Current assets held for sale | 20.8 | 825.7 |
Prepaid expenses and other current assets | 63.6 | 54.5 |
Total current assets | 2,575.7 | 2,215.3 |
Property and equipment, net | 951 | 889.6 |
Goodwill | 1,898.3 | 1,882.9 |
Intangible assets, net | 44.8 | 40.1 |
Deferred taxes | 275.7 | 169.9 |
Non-current assets held for sale | 0 | 2,026 |
Other non-current assets | 193.9 | 175.4 |
Total assets | 5,939.4 | 7,399.2 |
Current liabilities: | ||
Short-term borrowings | 84 | 83 |
Current portion of long-term debt | 2 | 297 |
Accounts payable | 778.2 | 539.2 |
Current liabilities held for sale | 1.8 | 683.3 |
Accrued restructuring costs | 16.1 | 44.8 |
Income tax payable | 183.6 | 48.3 |
Other current liabilities | 451.2 | 423.4 |
Total current liabilities | 1,516.9 | 2,119 |
Long-term debt, less current portion | 3,219.4 | 3,762.6 |
Deferred taxes | 4.7 | 4.9 |
Non-current liabilities held for sale | 0 | 501 |
Other non-current liabilities | 437.8 | 402 |
Total liabilities | 5,178.8 | 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 2017 and 2016 | 0 | 0 |
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 230,002,826 in 2017 and 227,638,738 in 2016; shares outstanding: 180,394,303 in 2017 and 193,482,383 in 2016 | 23 | 22.8 |
Additional paid-in capital | 1,933.3 | 1,974.1 |
Retained earnings | 1,796 | 1,040 |
Common stock in treasury, 49,608,523 shares in 2017 and 34,156,355 shares in 2016 | (2,155.8) | (1,478.1) |
Accumulated other comprehensive loss, net of taxes | (835.9) | (949.1) |
Total stockholders’ equity | 760.6 | 609.7 |
Total liabilities and stockholders’ equity | $ 5,939.4 | $ 7,399.2 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 6.8 | $ 8.4 |
Inventory reserves | $ 17.4 | $ 13.4 |
Preferred stock, par value per share (in dollars 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 (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 230,002,826 | 227,638,738 |
Common stock, shares outstanding | 180,394,303 | 193,482,383 |
Common stock in treasury, shares | 49,608,523 | 34,156,355 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||
Net sales | $ 1,131.3 | $ 1,065.1 | $ 3,233.8 | $ 3,109.9 | ||
Cost of sales | [1] | 769.2 | 708.4 | 2,191 | 2,068 | |
Gross profit | 362.1 | 356.7 | 1,042.8 | 1,041.9 | ||
Selling, general and administrative expenses | [1] | 192.7 | 184.2 | 590.2 | 566.7 | |
Amortization expense of intangible assets acquired | 3.1 | 4.1 | 9.2 | 10.4 | ||
Restructuring and other charges | [1] | 6.2 | 1.3 | 9.2 | 1.4 | |
Operating profit | 160.1 | 167.1 | 434.2 | 463.4 | ||
Interest expense | (54) | (49.6) | (153.7) | (151.4) | ||
Foreign currency exchange loss related to Venezuelan subsidiaries | 0 | 0 | 0 | (1.6) | ||
Charge related to Venezuelan subsidiaries | [1] | 0 | 0 | 0 | (46) | [2] |
Other (expense) income, net | 0 | 0.4 | (6.2) | 1.4 | ||
Earnings before income tax provision | 106.1 | 117.9 | 274.3 | 265.8 | ||
Income tax provision | 43.7 | 54.1 | 236.5 | 124.7 | ||
Net earnings from continuing operations | 62.4 | 63.8 | 37.8 | 141.1 | ||
Gain on sale of discontinued operations, net of tax | 699.3 | 0 | 699.3 | 0 | ||
Net earnings from discontinued operations, net of tax | [3] | 25.7 | 99.5 | 111.3 | 174.2 | |
Net earnings available to common stockholders | $ 787.4 | $ 163.3 | $ 848.4 | $ 315.3 | [2] | |
Basic: | ||||||
Continuing operations (in dollars per share) | $ 0.33 | $ 0.33 | $ 0.20 | $ 0.71 | ||
Discontinued operations (in dollars per share) | [3] | 3.86 | 0.51 | 4.22 | 0.89 | |
Net earnings per common share - basic (in dollars per share) | 4.19 | 0.84 | 4.42 | 1.60 | ||
Diluted: | ||||||
Continuing operations (in dollars per share) | 0.33 | 0.32 | 0.19 | 0.71 | ||
Discontinued operations (in dollars per share) | [3] | 3.82 | 0.51 | 4.18 | 0.88 | |
Net earnings per common share - diluted (in dollars per share) | 4.15 | 0.83 | 4.37 | 1.59 | ||
Dividends per common share (in dollars per share) | $ 0.16 | $ 0.16 | $ 0.48 | $ 0.45 | ||
Weighted average number of common shares outstanding: | ||||||
Basic (in shares) | 186.9 | 194.1 | 190.9 | 195 | ||
Diluted (in shares) | 188.9 | 196.7 | 192.9 | 197.5 | ||
Scenario, Adjustment | ||||||
Weighted average number of common shares outstanding: | ||||||
Increase basic and diluted (in dollars per share) | $ 0.09 | |||||
[1] | Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details. | |||||
[2] | Due to changes in the accounting treatment of a factoring agreement the Company reclassified amounts from cash and cash equivalents to other receivables of $8.7 million as of September 30, 2016. This reclassification resulted in an increase in cash provided by operating activities of $2.0 million for the nine months ended September 30, 2016. | |||||
[3] | (2) For the nine months ended September 30, 2017, there was a revision to net earnings from discontinued operations, net of tax, on the Condensed Consolidated Statement of Operations related to depreciation and amortization on Diversey assets held for sale. As a result, net earnings from discontinued operations, net of tax, increased $16.4 million and increased basic and diluted shares by $0.09 per share. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net earnings available to common stockholders | $ 787.4 | $ 163.3 | $ 848.4 | $ 315.3 | [1] |
Other comprehensive income (loss), net of taxes: | |||||
Recognition of deferred pension items, net of taxes of $(45.3) for the three months ended September 30, 2017, $(0.7) for the three months ended September 30, 2016, $(48.3) for the nine months ended September 30, 2017 and $(2.0) for the nine months ended September 30, 2016 | 174.6 | 1.8 | 179.9 | 5.6 | |
Foreign currency translation adjustments, net of taxes of $1.1 for the three months ended September 30, 2017, $0.2 for the three months ended September 30, 2016, $5.5 for the nine months ended September 30, 2017 and $(20.0) for the nine months ended September 30, 2016 | (68.3) | (11.1) | 5.5 | (26.6) | |
Other comprehensive income (loss), net of taxes | 84.7 | (15.4) | 113.2 | (38.9) | |
Comprehensive income, net of taxes | 872.1 | 147.9 | 961.6 | 276.4 | |
Net Investment Hedge | |||||
Unrealized gains (losses) on derivative instruments, net of taxes | (19.6) | (8.3) | (64) | (15.4) | |
Cash Flow Hedge | |||||
Unrealized gains (losses) on derivative instruments, net of taxes | $ (2) | $ 2.2 | $ (8.2) | $ (2.5) | |
[1] | Due to changes in the accounting treatment of a factoring agreement the Company reclassified amounts from cash and cash equivalents to other receivables of $8.7 million as of September 30, 2016. This reclassification resulted in an increase in cash provided by operating activities of $2.0 million for the nine months ended September 30, 2016. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Recognition of deferred pension items, taxes | $ (45.3) | $ (0.7) | $ (48.3) | $ (2) |
Foreign currency translation adjustments, taxes | 1.1 | 0.2 | 5.5 | (20) |
Net Investment Hedge | ||||
Unrealized (losses) gains on derivative instruments, taxes | 12.1 | 5.2 | 39.6 | 9.6 |
Cash Flow Hedge | ||||
Unrealized (losses) gains on derivative instruments, taxes | $ 0.5 | $ (0.8) | $ 1.9 | $ 1.6 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | |||
Statement of Cash Flows [Abstract] | ||||
Net earnings available to common stockholders | $ 848.4 | $ 315.3 | [1] | |
Adjustments to reconcile net earnings to net cash provided by operating activities | ||||
Depreciation and amortization | 114.4 | 161.2 | [1] | |
Share-based incentive compensation | 38.7 | 44.6 | [1] | |
Profit sharing expense | 18.6 | 29.7 | [1] | |
Remeasurement loss related to Venezuelan subsidiaries | 0.1 | 3.2 | [1] | |
Reclassification of cumulative translation adjustment of Venezuelan subsidiaries | [2] | 0 | 46 | [1] |
Provisions for bad debt | 2.6 | 4 | [1] | |
Provisions for inventory obsolescence | 5.9 | 7 | [1] | |
Deferred taxes, net | 160.7 | 2.4 | [1] | |
Net (gain) loss on sale of business | (701.4) | 1.9 | [1] | |
Foreign currency gains (losses) | 19 | (1.8) | [1] | |
Other non-cash items | 8.7 | 11.4 | [1] | |
Changes in operating assets and liabilities: | ||||
Trade receivables, net | (87.5) | (58.5) | [1] | |
Inventories | (100.5) | (100.5) | [1] | |
Accounts payable | 135.2 | 140.5 | [1] | |
Other assets and liabilities | (130.4) | (138) | [1] | |
Net cash provided by operating activities | [1] | 332.5 | 468.4 | |
Cash flows from investing activities: | ||||
Capital expenditures | (126.5) | (190.2) | [1] | |
Proceeds, net from sale of business and property and equipment | 4.4 | 8.4 | [1] | |
Business acquired in purchase transactions, net of cash acquired | (25.4) | (5.8) | [1] | |
Impact of sale of Diversey | [3] | 2,053 | 0 | [1] |
Settlement of foreign currency forward contracts | (1.1) | (43.1) | [1] | |
Net cash provided by (used in) investing activities | [1] | 1,904.4 | (230.7) | |
Cash flows from financing activities: | ||||
Net proceeds from borrowings | (21.5) | 85.5 | [1] | |
Payments of borrowings | [3] | (369.5) | (12.8) | [1] |
Change in cash used as collateral on borrowing arrangements | (1.8) | 1.5 | [1] | |
Proceeds from cross currency swap | 17.4 | 6.2 | [1] | |
Dividends paid on common stock | (92.4) | (90.1) | [1] | |
Acquisition of common stock for tax withholding | (21.9) | (22.7) | [1] | |
Repurchases of common stock | [4] | (757.3) | (217) | [1] |
Other financing activities | 0 | (0.1) | [1] | |
Net cash used in financing activities | (1,247) | (249.5) | [1] | |
Effect of foreign currency exchange rate changes on cash and cash equivalents | (18.9) | (15.9) | [1] | |
Balance, beginning of period | 333.7 | 321.7 | [1] | |
Net change during the period | 971 | (27.7) | [1] | |
Balance, end of period | 1,304.7 | 294 | [1] | |
Supplemental Cash Flow Information: | ||||
Interest payments, net of amounts capitalized | 156.5 | 157.4 | [1] | |
Income tax payments | 126.6 | 93.5 | [1] | |
Payments related to the sale of Diversey | [5] | 61.2 | 0 | [1] |
Stock appreciation rights payments (less amounts included in restructuring payments) | 0 | 1.9 | [1] | |
Restructuring payments including associated costs | 48.7 | 51 | [1] | |
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 | [1] | |
[1] | Due to changes in the accounting treatment of a factoring agreement the Company reclassified amounts from cash and cash equivalents to other receivables of $8.7 million as of September 30, 2016. This reclassification resulted in an increase in cash provided by operating activities of $2.0 million for the nine months ended September 30, 2016. | |||
[2] | Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details. | |||
[3] | Payments of borrowings included in financing activities excludes amounts which were paid using cash proceeds from the sale of Diversey. As a result, $755.2 million of payments of borrowings is included within investing activities for a total payment of borrowings of $1.1 billion through the nine months ended September 30, 2017. | |||
[4] | The Company entered into an accelerated share repurchase agreement with a third-party financial institution to repurchase $400.0 million of the Company’s common stock. The full amount was paid as of September 30, 2017 however, only $320.0 million was used to repurchase shares at that point in time. The ASR program is expected to conclude in the fourth quarter of 2017. | |||
[5] | Payments related to the sale of Diversey includes $33.0 million related to tax payments and the remainder primarily attributable to professional fees. |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | |||
Cash and cash equivalents reclassified to other receivables | $ (1,304,700,000) | $ (294,000,000) | [1] | |
Increase in operating cash flow | [1] | 332,500,000 | 468,400,000 | |
Payments of borrowings included within investing activities | 755,200,000 | |||
Total payment of borrowings | 1,100,000,000 | |||
Tax payments related to sale of business | 33,000,000 | |||
ASR program | ||||
Stock repurchase program, authorized amount | 400,000,000 | |||
Value of shares repurchased | $ 320,000,000 | |||
Restatement Adjustment | Changes in the accounting treatment of a factoring agreement | ||||
Cash and cash equivalents reclassified to other receivables | 8,700,000 | |||
Increase in operating cash flow | $ 2,000,000 | |||
[1] | Due to changes in the accounting treatment of a factoring agreement the Company reclassified amounts from cash and cash equivalents to other receivables of $8.7 million as of September 30, 2016. This reclassification resulted in an increase in cash provided by operating activities of $2.0 million for the nine months ended September 30, 2016. |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization We are a global leader in food safety and security 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 two wholly-owned subsidiaries, Cryovac, Inc. and Sealed Air Corporation (US). 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 September 30, 2017 and our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2017 and 2016 have been made. The results set forth in our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2017 and in our Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 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 (collectively "Diversey"). The sale of Diversey was completed on September 6, 2017. The net assets of Diversey met the criteria to be classified as “held for sale” for the period ended December 31, 2016. 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 was allowed to float freely. At September 30, 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 September 30, 2016 was 658.8853 . During the first six months of 2016, we were only able to access the SIMADI market (during the period the market was available) and only received minimal amounts of U.S. dollars during the first three months of 2016. We did not receive any U.S. dollars via the CENCOEX (at an official rate of 6.3 ) or the DIPRO (at an official rate of 10.0 ). For any U.S. dollar denominated monetary asset or liability, such amounts do not get remeasured at month-end since it is already an asset or liability denominated in U.S. dollars. As a result of this evaluation, the Company reported a remeasurement loss of $0.4 million (none of which related to continuing operations) for the three months ended September 30, 2016 and $3.2 million (of which $1.6 million related to continuing operations) for the nine months ended September 30, 2016 . Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Foreign exchange control regulations have affected our Venezuelan subsidiaries ability to obtain inventory and maintain normal production. This resulted in total costs of $47.3 million being incurred which included the following (i) a voluntary reduction in headcount including severance and termination benefits for employees of approximately $0.3 million , (ii) depreciation and amortization expense related to fixed assets and intangibles of approximately $0.6 million (iii) inventory reserves of $0.4 million and (iv) the reclassification of approximately $46.0 million of cumulative translation adjustment into net income as the Company’s decision to cease operations is similar to a substantially complete liquidation. 2017 Activity On May 19, 2017, the Venezuelan government published in Exchange Agreement No. 38 that the DICOM system would now operate through an auction process which is referred to as the new DICOM. This became effective on May 23, 2017. At September 30, 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 nine months of 2017, we did not receive any U.S dollars via any of the legal mechanisms noted above. The new DICOM rate as of September 30, 2017 was 3,345.0 which reflects the last auction in June 2017. As a result of this evaluation, the Company reported a remeasurement loss of less than $1.0 million for the three months and nine months ended September 30, 2017 (which included less than $0.1 million of income related to continuing operations). 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 | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recently Issued Accounting Standards In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). This update intends to align the financial statements with an entity's risk management activities. ASU 2017-12 will allow for changes in the designation and measurement of hedges as well as expand the disclosures of hedge results. The amendments in ASU 2017-12 are effective for annual periods beginning after December 15, 2018, 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 May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 amends the considerations for determining if a modification should be accounted for. This new guidance requires an entity to consider the fair value of an award before and after modification, the vesting conditions of the modified award and the classification of the modified award as an equity instrument. The amendments in ASU 2017-09 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 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 2017-07 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 2016, 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. 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, May 2016, February 2017 and May 2017 within ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2017-05 and ASU 2017-10 respectively (ASU 2014-09, ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2017-05 and ASU 2017-10 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. Based on the information we have evaluated to date, we do not anticipate that the adoption of the amendments will have a significant impact on our consolidated financial statements with the exception of new and expanded disclosures. |
Discontinued Operations, Divest
Discontinued Operations, Divestitures and Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations, Divestitures and Acquisitions | Discontinued Operations, Divestitures and Acquisitions 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 of $ 3.2 billion , subject to customary closing conditions. The transaction was completed on September 6, 2017. We recorded a net gain on the sale of Diversey of $699.3 million , net of taxes. 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 and nine months ended September 30, 2017 and 2016. Assets and liabilities of this business are classified as “held for sale” in the Condensed Consolidated Balance Sheets as of December 31, 2016. Summary operating results of Diversey were as follows: Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Net sales $ 434.6 $ 651.5 $ 1,667.5 $ 1,924.4 Cost of sales 249.1 368.2 949.5 1,075.6 Gross profit 185.5 283.3 718.0 848.8 Selling, general and administrative expenses (1) 131.0 206.2 537.8 635.1 Amortization expense of intangible assets acquired (1) 7.7 19.3 23.9 62.0 Operating profit 46.8 57.8 156.3 151.7 Other expense, net (9.0 ) (2.8 ) (17.0 ) (9.4 ) Earnings from discontinued operations before income tax (benefit) provision (1)(2) 37.8 55.0 139.3 142.3 Income tax (benefit) provision from discontinued operations 12.1 (44.5 ) 28.0 (31.9 ) Net earnings from discontinued operations $ 25.7 $ 99.5 $ 111.3 $ 174.2 (1) For the nine months ended September 30, 2017, there was a revision to net earnings from discontinued operations, net of tax, on the Condensed Consolidated Statement of Operations related to depreciation and amortization on Diversey assets held for sale. As a result, selling, general and administrative expenses decreased $6.1 million , amortization expenses of intangible assets acquired decreased $16.5 million and income tax provision from discontinued operations increased $6.2 million . (2) For the three months and nine months ended September 30, 2017 , net earnings from discontinued operations was impacted by a tax expense of $12.1 million and $28.0 million , respectively, driven by a change in the repatriation strategy of foreign earnings offset by a favorable earnings mix in jurisdictions with lower rates. For the three and nine months ended September 30, 2016, net earnings from discontinued operations were impacted by tax benefits of $44.5 million and $31.9 million , respectively, primarily related to the release of reserves, and earnings mix in jurisdictions with lower tax rates. The carrying value of the major classes of assets and liabilities of Diversey were as follows: (In millions) September 30, 2017 December 31, 2016 Assets: Cash and cash equivalents $ — $ 30.0 Trade receivables, net 3.1 438.2 Inventories 0.5 203.2 Other receivables 11.5 70.3 Prepaid expenses and other current assets — 80.6 Property and equipment, net — 170.6 Goodwill — 972.8 Intangible assets, net — 669.9 Deferred taxes 0.1 50.7 Other non-current assets — 162.0 Total assets held for sale $ 15.2 $ 2,848.3 Liabilities: Short-term borrowings $ — $ 9.6 Current portion of long-term debt — 31.1 Accounts payable — 346.5 Other current liabilities — 296.1 Long-term debt — 175.7 Deferred taxes — 56.3 Other non-current liabilities — 269.0 Total liabilities held for sale $ — $ 1,184.3 The following table presents selected financial information regarding cash flows of Diversey that are included within discontinued operations in the Condensed Consolidated Statements of Cash Flows: Nine Months Ended (In millions) 2017 2016 Non-cash items included in net earnings from discontinued operations: Depreciation and amortization $ 29.3 $ 85.5 Share-based incentive compensation 10.2 9.2 Profit sharing expense 3.0 3.5 Provision for bad debt 2.3 4.0 Capital expenditures 11.9 14.7 The amounts disclosed in the tables above have been excluded from disclosures unless otherwise noted. 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 $ 25.2 million which included $ 3.5 million of cash paid at closing as well as a preliminary fair value of $ 21.7 million related to $14.4 million of noncontingent consideration which will be paid in the future and a $7.3 million of preliminary fair value for liability-classified contingent consideration. The assets and liabilities acquired as part of the acquisition are transferred with the sale of Diversey. Divestitures On August 1, 2017, we entered into an agreement to sell our polystyrene food tray business in Guarulhos, Brazil for a gross purchase price of R$24.0 million (or $7.5 million as of September 30, 2017). The closing of the transaction is expected to occur in the fourth quarter of 2017 after certain conditions are met. The purchase price is subject to working capital, cash and debt adjustments. As of September 30, 2017, there was $4.9 million of assets held for sale and $1.8 million of liabilities held for sale on the Condensed Consolidated Balance Sheet. Acquisitions On August 2, 2017, the Food Care division acquired Deltaplam Embalagens Indústria e Comércio Ltda ("Deltaplam"), a family owned and operated Brazilian flexible packaging manufacturer. The preliminary fair value of the consideration transferred was approximately $25.8 million . We recorded the fair value of the assets acquired and liabilities assumed on the acquisition date, which included $8.1 million of goodwill and $7.4 million of intangible assets. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments As a result of the sale of Diversey, 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 (including 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 and management team. 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 and $5.3 million for the three and nine months ended September 30, 2016 , respectively. 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 U.S. GAAP net earnings from continuing operations to Non-U.S. GAAP Total Company Adjusted EBITDA set forth below. The accounting policies of the reportable segments and Corporate 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 Nine Months Ended (In millions) 2017 2016 2017 2016 Net Sales: Food Care $ 716.0 $ 676.2 $ 2,051.1 $ 1,979.2 As a % of Total Company net sales 63.3 % 63.5 % 63.4 % 63.6 % Product Care 415.3 388.9 1,182.7 1,130.7 As a % of Total Company net sales 36.7 % 36.5 % 36.6 % 36.4 % Total Company Net Sales $ 1,131.3 $ 1,065.1 $ 3,233.8 $ 3,109.9 Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Adjusted EBITDA from continuing operations Food Care $ 158.3 $ 155.6 $ 446.0 $ 440.7 Adjusted EBITDA Margin 22.1 % 23.0 % 21.7 % 22.3 % Product Care 86.5 88.0 237.7 243.8 Adjusted EBITDA Margin 20.8 % 22.6 % 20.1 % 21.6 % Corporate (1) (28.0) (30.7) (88.7) (91.7) Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 216.8 $ 212.9 $ 595.0 $ 592.8 Adjusted EBITDA Margin 19.2 % 20.0 % 18.4 % 19.1 % (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 $ 2.8 million and $ 3.5 million for the three months ended September 30, 2017 and 2016, respectively, and $ 13.7 million and $ 10.4 million for the nine months ended September 30, 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 Nine Months Ended (In millions) 2017 2016 2017 2016 (1) Net earnings from continuing operations $ 62.4 $ 63.8 $ 37.8 $ 141.1 Interest expense (54.0 ) (49.6 ) (153.7 ) (151.4 ) Interest income 4.9 1.7 10.3 5.3 Income tax provision 43.7 54.1 236.5 124.7 Depreciation and amortization (3) (42.7 ) (39.6 ) (116.3 ) (113.0 ) Accelerated depreciation and amortization of fixed assets and intangible assets for Venezuelan subsidiaries — 0.1 — 0.8 Special Items: Restructuring and other charges (4) (6.2 ) (1.3 ) (9.2 ) (1.1 ) Other restructuring associated costs included in cost of sales and selling, general and administrative expenses (2.9 ) (5.2 ) (12.7 ) (13.2 ) SARs — 0.3 — (0.7 ) Foreign currency exchange loss related to Venezuelan subsidiaries — — — (1.6 ) Charges related to ceasing operations in Venezuela — — — (47.3 ) Gain (loss) on sale of North American foam trays and absorbent pads business and European food trays business 0.2 — 2.3 (1.6 ) (Loss) gain related to the sale of other businesses, investments and property, plant and equipment (6.9 ) 2.1 (7.1 ) — Charges incurred related to the sale of Diversey (13.7 ) — (47.6 ) — Settlement/curtailment benefits related to retained Diversey retirement plans 13.5 — 13.5 — Other special items (2) (2.9 ) (3.5 ) (0.2 ) (3.2 ) Pre-tax impact of Special items (18.9 ) (7.6 ) (61.0 ) (68.7 ) Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 216.8 $ 212.9 $ 595.0 $ 592.8 (1) Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details. (2) Other special items for the three and nine months ended September 30, 2017 , primarily included transaction fees related to various divestitures and acquisitions. Other special items for the three and nine months ended September 30, 2016 primarily included a reduction in a non-income tax reserve following the completion of a governmental audit partially offset by legal fees associated with restructuring and acquisitions. (3) Depreciation and amortization by segment is as follows: Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Food Care $ 26.4 $ 23.1 $ 75.8 $ 68.3 Product Care $ 11.7 $ 9.6 $ 34.2 $ 28.6 Corporate $ 4.6 $ 6.9 $ 6.3 $ 16.1 Total Company depreciation and amortization (1) $ 42.7 $ 39.6 $ 116.3 $ 113.0 (1) Includes share-based incentive compensation of $12.3 million and $31.2 million for the three and nine months ended September 30, 2017 , respectively, and $12.2 million and $37.6 million for the three and nine months ended September 30, 2016 , respectively. (4) Restructuring and other charges by segment were as follows: Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Food Care $ 3.9 $ 0.8 $ 5.8 $ 0.7 Product Care 2.3 0.5 3.4 0.4 Total Company restructuring and other charges (1) $ 6.2 $ 1.3 $ 9.2 $ 1.1 (1) For the nine months ended September 30, 2016 restructuring and other charges excludes $ 0.3 million related to severance and termination benefits for employees in our Venezuelan subsidiaries. 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.” (In millions) September 30, 2017 December 31, 2016 Assets: Trade receivables, net, and finished goods inventories, net Food Care $ 519.0 $ 459.8 Product Care 334.0 261.5 Total segments $ 853.0 $ 721.3 Assets not allocated Cash and cash equivalents $ 1,304.7 $ 333.7 Property and equipment, net 951.0 889.6 Goodwill 1,898.3 1,882.9 Intangible assets, net 44.8 40.1 Assets held for sale 20.8 2,851.7 Other 866.8 679.9 Total $ 5,939.4 $ 7,399.2 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table details our inventories, net: (In millions) September 30, 2017 December 31, 2016 Inventories: Raw materials $ 91.6 $ 81.5 Work in process 143.6 114.4 Finished goods 312.5 260.8 Total $ 547.7 $ 456.7 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following table details our property and equipment, net: (In millions) September 30, 2017 December 31, 2016 Land and improvements $ 43.9 $ 41.6 Buildings 696.1 600.2 Machinery and equipment 2,237.8 2,091.5 Other property and equipment 109.6 104.3 Construction-in-progress 170.2 210.1 Property and equipment, gross 3,257.6 3,047.7 Accumulated depreciation and amortization (1) (2,306.6 ) (2,158.1 ) Property and equipment, net $ 951.0 $ 889.6 (1) As of December 31, 2016, this amount includes $0.4 million related to the accelerated depreciation and amortization of fixed assets related to ceasing operations in Venezuela. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to Condensed Consolidated Financial Statement Operations for further details. The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment. Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Interest cost capitalized $ 1.8 $ 3.2 $ 7.8 $ 7.1 Depreciation and amortization expense for property and equipment $ 27.3 $ 23.2 $ 75.9 $ 64.9 |
Goodwill and Identifiable Asset
Goodwill and Identifiable Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Assets | 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 September 30, 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 Acquisitions and divestitures 7.2 (0.3 ) 6.9 Currency translation 7.1 1.4 8.5 Carrying Value at September 30, 2017 $ 525.1 $ 1,373.2 $ 1,898.3 Identifiable Intangible Assets The following tables summarize our identifiable intangible assets with definite and indefinite useful lives. As of September 30, 2017 , there were no impairment indicators present. September 30, 2017 December 31, 2016 (In millions) Gross Carrying Value Accumulated Amortization Net Gross Carrying Value Accumulated Amortization Net Customer relationships $ 31.9 $ (19.0 ) $ 12.9 $ 25.0 $ (17.5 ) $ 7.5 Trademarks and tradenames 0.7 (0.3 ) 0.4 0.6 (0.2 ) 0.4 Capitalized software 48.7 (37.8 ) 10.9 42.6 (31.2 ) 11.4 Technology 37.4 (26.7 ) 10.7 34.4 (24.2 ) 10.2 Contracts 10.6 (9.6 ) 1.0 10.6 (8.9 ) 1.7 Total intangible assets with definite lives 129.3 (93.4 ) 35.9 113.2 (82.0 ) 31.2 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets $ 138.2 $ (93.4 ) $ 44.8 $ 122.1 $ (82.0 ) $ 40.1 The following table shows the remaining estimated future amortization expense at September 30, 2017 . Year Amount (in millions) Remainder of 2017 $ 6.3 2018 12.8 2019 2.6 2020 2.9 Thereafter 11.3 Total $ 35.9 |
Accounts Receivable Securitizat
Accounts Receivable Securitization Programs | 9 Months Ended |
Sep. 30, 2017 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization Programs | 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. Prior to the sale of Diversey, our U.S. program was amended to remove receivables associated with Diversey and reduce the program size accordingly. As of September 30, 2017 , the maximum purchase limit for receivable interests was $60.0 million , subject to the availability limits described below. The amounts available from time to time under this program may be less than $60.0 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. As of September 30, 2017 , the level of eligible assets available under the program equaled $60.0 million . 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 decline in the amounts available to us under the program or termination of the program. This program expires annually in August and is renewable. 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 Condensed Consolidated Balance Sheet. 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 Sheet. Prior to the sale of Diversey, the European program was amended to remove the receivables associated with Diversey and reduce the program size accordingly. Prior to the sale of Diversey, our European program was amended to remove receivables associated with Diversey and reduce the program size accordingly. As of September 30, 2017 , the maximum purchase limit for receivable interests was €80.0 million ( $94.3 million equivalent at September 30, 2017 ), subject to availability limits. The terms and provisions of this program are similar to our U.S. program discussed above. As of September 30, 2017 , the amount available under this program was €79.2 million ( $93.3 million equivalent as of September 30, 2017 ). This program expires annually in August and is renewable. Utilization of Our Accounts Receivable Securitization Programs As of September 30, 2017 , there were no amounts outstanding under our U.S. or European programs. We continue to service the trade receivables supporting the programs, and the banks are permitted to re-pledge this collateral. Total interest expense for these programs was $0.6 million and $1.0 million for the three and nine months ended September 30, 2017 , respectively. Total interest expense for these programs was $0.4 million and $1.1 million for the three and nine months ended September 30, 2016, respectively. 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 September 30, 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 | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Relocation Activities | 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 was estimated to be approximately $120 million . The Program also includes costs associated with the sale of Diversey. 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 $245-$255 Other expenses associated with the Program 145-150 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 $ 234 Other expenses associated with the Program 121 Total Cumulative Expense $ 355 Cumulative capital expenditures $ 231 The following table details our restructuring activities as reflected in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Continuing Operations Other associated costs $ 2.9 $ 5.2 $ 12.7 $ 13.2 Restructuring charges 6.2 1.3 9.2 1.1 Total charges from continuing operations $ 9.1 $ 6.5 $ 21.9 $ 14.3 Charges included in discontinued operations (1.4 ) 1.1 2.3 6.2 Total charges $ 7.7 $ 7.6 $ 24.2 $ 20.5 Capital expenditures $ 3.4 $ 34.6 $ 17.3 $ 91.6 The restructuring accrual, spending and other activity for the nine months ended September 30, 2017 and the accrual balance remaining at September 30, 2017 related to these programs were as follows (in millions): (In millions) Restructuring accrual at December 31, 2016 $ 47.4 Accrual and accrual adjustments 9.2 Cash payments during 2017 (32.2 ) Transfers as part of the sale of Diversey (5.5 ) Effect of changes in foreign currency exchange rates (1.2 ) Restructuring accrual at September 30, 2017 $ 17.7 We expect to pay $16.2 million of the accrual balance remaining at September 30, 2017 within the next twelve months. This amount is included in accrued restructuring costs on the Condensed Consolidated Balance Sheet at September 30, 2017 . The remaining accrual of $1.5 million is expected to be paid in 2018 . This amount is included in other non-current liabilities on our Condensed Consolidated Balance Sheet at September 30, 2017 . |
Debt and Credit Facilities
Debt and Credit Facilities | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facilities | Debt and Credit Facilities Our total debt outstanding consisted of the amounts set forth on the following table: (In millions) September 30, 2017 December 31, 2016 Short-term borrowings (1) $ 84.0 $ 83.0 Current portion of long-term debt 2.0 297.0 Total current debt 86.0 380.0 Term Loan A due July 2019 222.2 818.3 6.50% Senior Notes due December 2020 423.4 423.1 4.875% Senior Notes due December 2022 420.2 419.6 5.25% Senior Notes due April 2023 420.2 419.7 4.50% Senior Notes due September 2023 467.9 416.7 5.125% Senior Notes due December 2024 420.6 420.2 5.50% Senior Notes due September 2025 396.6 396.4 6.875% Senior Notes due July 2033 445.4 445.3 Other 2.9 3.3 Total long-term debt, less current portion (3) 3,219.4 3,762.6 Total debt (2)(4) $ 3,305.4 $ 4,142.6 (1) Short-term borrowings of $84.0 million at September 30, 2017 are comprised of $43.0 million of Diversey accounts payable obligations under financing arrangements which Sealed Air was fully reimbursed for as part of the sale of Diversey as well as $41.0 million of short term borrowings from various lines of credit. Short-term borrowings at December 31, 2016 were comprised primarily of $83.0 million of short-term borrowings from various lines of credit. (2) As of September 30, 2017 , our weighted average interest rate on our short-term borrowings outstanding, excluding the amounts related to the Diversey accounts payable obligations discussed above, was 7.4% and on our long-term debt outstanding was 5.3% . 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% . (3) Amounts are net of unamortized discounts and issuance costs of $30.9 million as September 30, 2017 and $36.3 million as of December 31, 2016 . (4) 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. (In millions) September 30, 2017 December 31, 2016 Used lines of credit (1)(2) $ 41.0 $ 83.0 Unused lines of credit 1,075.3 1,074.4 Total available lines of credit (3) $ 1,116.3 $ 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 September 30, 2017 and December 31, 2016 , there were $27.2 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, $853.3 million were committed as of September 30, 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 September 30, 2017 . Recent Activity In July 2017, we paid the full $250.0 million principal balance of the Term Loan A facility due in July 2017, upon its maturity. On July 1, 2017, we executed an amendment to the Amended Credit Facility in order to close on the sale of Diversey. The amendment primarily allowed us to take steps necessary for the legal separation of the Diversey business and release the loan security effective with the sale closing. These changes do not impact the Condensed Consolidated Financial Statements as of September 30, 2017. Subsequent to the execution of the amendment, we prepaid the Brazilian tranche of our Term Loan A facility due in July 2019 in the amount of $96.3 million in connection with the anticipated Diversey transaction. An additional $755.2 million of this facility was prepaid in conjunction with the Diversey closing. As of September 30, 2017, the remaining balance of this facility was $ 222.2 million and no further amortization payments will be required before the maturity of the facility. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 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, on our Condensed Consolidated Statements of Operations. Cash flows from 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 $0.9 million loss and $5.7 million loss for the three and nine months ended September 30, 2017 , respectively, and $1.3 million gain and $0.8 million loss for the three and nine months ended September 30, 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 $0.4 million of net unrealized derivative losses 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, 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 September 30, 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 . For the nine months ended September 30, 2017 , settlement payments were made for $ 2.5 million . In July 2017, we prepaid the Brazilian tranche of our Term Loan A facility due in July 2019 in the amount of $96.3 million in connection with the anticipated Diversey transaction. In anticipation of this loan prepayment, we terminated all the swaps used to convert the related U.S. dollar-denominated variable rate obligation into a fixed Brazilian real-denominated obligation. The related activity has been classified as net earnings 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 the debt was $21.5 million ($ 13.3 million net of taxes) as of September 30, 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. As a result of the sale of Diversey, we terminated these cross-currency swaps in September 2017 and will pay the settlement in October 2017. The fair value of the swaps on the date of termination was a liability of $61.9 million which was partially offset by semi-annual interest settlements of $17.7 million . This resulted in a net impact of $(44.2) million which is recorded in AOCI. 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 (expense) 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 (In millions) September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 Derivative Assets Foreign currency forward contracts (2) $ 0.2 $ 4.9 $ — $ — $ 3.4 $ 11.4 $ 3.6 $ 16.3 Interest rate currency swaps (2) — 23.9 — — — — — 23.9 Total Derivative Assets $ 0.2 $ 28.8 $ — $ — $ 3.4 $ 11.4 $ 3.6 $ 40.2 Derivative Liabilities Foreign currency forward contracts (2) $ (3.0 ) $ (0.1 ) $ — $ — $ (11.3 ) $ (11.5 ) $ (14.3 ) $ (11.6 ) Cross-currency swaps — — — (5.3 ) — — — (5.3 ) Total Derivative Liabilities (1) $ (3.0 ) $ (0.1 ) $ — $ (5.3 ) $ (11.3 ) $ (11.5 ) $ (14.3 ) $ (16.9 ) Net Derivatives (3) $ (2.8 ) $ 28.7 $ — $ (5.3 ) $ (7.9 ) $ (0.1 ) $ (10.7 ) $ 23.3 (1) Excludes €400.0 million of euro-denominated debt ( $467.9 million equivalent at September 30, 2017 and $416.7 million equivalent at December 31, 2016 ), designated as a net investment hedge. (2) Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2016, $ (1.4) million related to foreign currency forward contracts were reclassified to liabilities held for sale and $ 23.9 million related to interest rate and currency swaps were reclassified to assets held for sale. These financial instruments have been classified as Level 2 Inputs. Refer to Note 12 “Fair Value Measurements and Other Financial Instruments” for discussion of the inputs and valuation techniques used. (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 Liabilities (In millions) September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 Gross position $ 3.5 $ 22.6 $ (14.2 ) $ (11.6 ) $ — $ 17.6 $ — $ (5.3 ) Reclassified to held for sale (1) — (7.3 ) — 2.3 — (17.6 ) — — Impact of master netting agreements (0.1 ) (0.2 ) 0.1 0.2 — — — — Net amounts recognized on the Condensed Consolidated Balance Sheet $ 3.4 $ 15.1 $ (14.1 ) $ (9.1 ) $ — $ — $ — $ (5.3 ) (1) Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2016. 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 Nine Months Ended (In millions) 2017 2016 2017 2016 Derivatives designated as hedging instruments: Cash Flow Hedges: Foreign currency forward contracts (1)(4) $ (0.1 ) $ (1.1 ) $ 1.8 $ (0.9 ) Interest rate and currency swaps (2)(4) (2.3 ) (0.4 ) (3.4 ) (24.6 ) Treasury locks (3) — — 0.1 0.1 Sub-total cash flow hedges (2.4 ) (1.5 ) (1.5 ) (25.4 ) Fair Value Hedges: Interest rate swaps 0.2 0.2 0.4 0.4 Derivatives not designated as hedging instruments: Foreign currency forward contracts (4) (13.9 ) (6.0 ) (8.3 ) (24.7 ) Total $ (16.1 ) $ (7.3 ) $ (9.4 ) $ (49.7 ) (1) Amounts recognized on the foreign currency forward contracts were included in cost of sales during the three and nine months ended September 30, 2017 and 2016. (2) Amounts recognized on the interest rate and currency swaps for the three months ended September 30, 2017 and 2016 , included a $2.0 million loss and a $1.2 million gain, respectively, which is included in other (expense) income, net and interest (expense) income of $(0.4) million and $(1.5) million , respectively, related to the hedge of the interest payments. Amounts recognized on the interest rate and currency swaps for the nine months ended September 30, 2017 and 2016 , included a $1.0 million loss and a $20.5 million loss, respectively, which is included in other (expense) income, net and interest (expense) income of $(2.5) million and $(4.0) million , respectively, related to the hedge of the interest payments. (3) Amounts recognized on the treasury locks were included in interest expense which is related to amortization of terminated interest rate swaps. (4) 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 September 30, 2017 and 2016 there was $ 0.1 million and $ 3.5 million reclassified, respectively. For the nine months ended September 30, 2017 and September 30, 2016 there was $ 3.7 million and $ (17.8) million reclassified, respectively. |
Fair Value Measurements and Oth
Fair Value Measurements and Other Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Other Financial Instruments | 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: September 30, 2017 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 771.4 $ 771.4 $ — $ — Compensating balance deposits $ 27.2 $ 27.2 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward contracts and options $ (10.7 ) $ — $ (10.7 ) $ — December 31, 2016 (In millions) Total Fair Value 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 September 30, 2017 and December 31, 2016 consisted of 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. The amount of cash equivalents increased during the third quarter of 2017, primarily as a result of the cash proceeds received from the sale of Diversey. 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: September 30, 2017 December 31, 2016 (In millions) Carrying Amount Fair Carrying Amount Fair Term Loan A Facility due July 2017 $ — $ — $ 249.9 $ 249.9 Term Loan A Facility due July 2019 (1) 222.2 222.2 1,067.8 1,067.8 6.50% Senior Notes due December 2020 423.4 473.1 423.1 477.3 4.875% Senior Notes due December 2022 420.2 452.1 419.6 437.6 5.25% Senior Notes due April 2023 420.2 456.9 419.7 441.1 4.50% Senior Notes due September 2023 (1) 467.9 534.2 416.7 453.4 5.125% Senior Notes due December 2024 420.6 456.3 420.2 437.3 5.50% Senior Notes due September 2025 396.6 438.6 396.4 418.8 6.875% Senior Notes due July 2033 445.4 525.7 445.3 462.7 Other foreign loans (1) 44.2 44.8 78.9 79.2 Other domestic loans 44.7 44.7 21.4 21.3 Total debt $ 3,305.4 $ 3,648.6 $ 4,359.0 $ 4,546.4 Less amounts included as liabilities held for sale — — 216.4 216.4 Total debt from continuing operations $ 3,305.4 $ 3,648.6 $ 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. 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, net, 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 | 9 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans | 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 and nine months ended September 30, 2017 and 2016 : Three Months Ended Three Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost or (income): Service cost $ — $ 2.1 $ 2.1 $ 0.2 $ 2.4 $ 2.6 Interest cost 1.6 5.8 7.4 2.0 6.4 8.4 Expected return on plan assets (2.4 ) (10.6 ) (13.0 ) (2.5 ) (9.1 ) (11.6 ) Amortization of net prior service cost — (0.1 ) (0.1 ) — 0.1 0.1 Amortization of net actuarial loss 0.2 2.6 2.8 0.7 2.3 3.0 Net periodic benefit (income) cost (0.6 ) (0.2 ) (0.8 ) 0.4 2.1 2.5 Cost of settlement/curtailment 0.4 0.9 1.3 — 0.3 0.3 Total benefit (income) cost $ (0.2 ) $ 0.7 $ 0.5 $ 0.4 $ 2.4 $ 2.8 Nine Months Ended Nine Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost (income): Service cost $ 0.1 $ 6.0 $ 6.1 $ 0.4 $ 7.4 $ 7.8 Interest cost 5.1 16.4 21.5 5.8 19.3 25.1 Expected return on plan assets (7.3 ) (30.9 ) (38.2 ) (7.5 ) (27.2 ) (34.7 ) Amortization of net prior service cost — (0.2 ) (0.2 ) — 0.2 0.2 Amortization of net actuarial loss 0.6 7.8 8.4 1.7 6.7 8.4 Net periodic benefit (income) cost (1.5 ) (0.9 ) (2.4 ) 0.4 6.4 6.8 Cost of settlement/curtailment 1.2 1.4 2.6 — 0.1 0.1 Total benefit (income) cost $ (0.3 ) $ 0.5 $ 0.2 $ 0.4 $ 6.5 $ 6.9 The following table shows the components of our net periodic benefit cost for our other employee benefit plans for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Components of net periodic benefit cost or (income): Service costs $ — $ 0.1 $ 0.1 $ 0.2 Interest cost 0.4 0.5 1.3 1.4 Amortization of net prior service cost (0.3 ) (0.5 ) (1.1 ) (1.2 ) Amortization of net actuarial loss — — (0.1 ) — Net periodic benefit cost 0.1 0.1 0.2 0.4 Income of settlement/curtailment (13.5 ) — (13.5 ) — Total benefit (income) cost $ (13.4 ) $ 0.1 $ (13.3 ) $ 0.4 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 Nine Months Ended (In millions) 2017 2016 2017 2016 Defined benefit pension plans $ (0.1 ) $ 1.2 $ (0.5 ) $ 3.6 Other employee benefit plans 0.1 0.1 0.1 0.1 Total expense (income) included in discontinued operations $ — $ 1.3 $ (0.4 ) $ 3.7 The weighted average expected long-term rate of return on plan assets used to determine the net periodic benefit cost as of December 31, 2016 was 6.7% for U.S. plans and 4.5% for our international plans. After the sale of Diversey in the third quarter of 2017 and transfer of certain related pension plans, the updated weighted average expected long-term rate of return on plan assets used to determine the net periodic benefit cost is 6.7% for U.S. plans and 5.0% for our international plans. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Income Tax Rate and Income Tax Provision For interim tax reporting, we estimate one single effective tax rate for tax jurisdictions not subject to a valuation allowance, which is applied to the year-to-date ordinary income/(loss). Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur. Our effective income tax rate for the three months ended September 30, 2017 was 41.2% and for the nine months ended September 30, 2017 was 86.2% . Our year to date effective income tax rate is higher than our calculated interim rate primarily as a result of planned distributions of earnings which had previously been determined to be indefinitely reinvested in operations outside the United States. Our change in assertion for these investments is related to distributions in anticipation of the sale of Diversey . Our effective income tax rate for the three months ended September 30, 2016 was 45.9% and for the nine months ended September 30, 2016 was 46.9% . The effective tax rate for the nine months ended September 30, 2016 was higher than our calculated interim rate because of an increase in valuation allowance against foreign tax credits which the Company expected to expire before utilization. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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). As discussed within the Material Commitments and Contingencies section of Part II, Item 7, Management's Discussion and Analysis, we increased our unrecognized tax benefits by $104.0 million in 2015, for the recording of a reserve related to the Settlement payment. Although the disposition of this matter has not changed, the Company believes it has valid defenses, and strong arguments for the validity of the deductions, the ultimate outcome of negotiations may affect the utilization of certain tax attributes and require us to return all or a portion of the $235.2 million refund. 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; and • 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 | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 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 20 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. During the three and nine months ended September 30, 2017 , we repurchased 1,661,782 and 5,198,090 shares, for approximately $72.4 million and $227.7 million , respectively. During the three and nine months ended September 30, 2016 , we repurchased 3,545,828 and 4,680,313 shares, for approximately $165.0 million and $217.0 million , respectively. 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. In May 2017, the Company entered into an accelerated share repurchase agreement with a third-party financial institution to repurchase up to $150.0 million of the Company’s common stock. At the conclusion of the program in August, the Company had received a total of 2,914,955 shares and the notional program size was reduced to $ 129.6 million . Over the life of the transaction, shares were repurchased at an average price of $ 44.47 per share. In September 2017, the Company entered into an accelerated share repurchase agreement with a third-party financial institution to repurchase $400.0 million of the Company’s common stock. Through September 30, 2017, the Company had received a total of 7,368,179 shares under this agreement. Dividends On July 7, 2017 , our Board of Directors declared a quarterly cash dividend of $0.16 per common share, or $ 30.3 million , which was paid on September 15, 2017 , to stockholders of record at the close of business day September 1, 2017 . The dividends paid in the nine months ended September 30, 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 Performance Share Unit ("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 Nine Months Ended (In millions) 2017 2016 2017 2016 Total share-based incentive compensation expense (1)(2) $ 16.6 $ 16.1 $ 41.9 $ 48.1 (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, however, the amounts include the expense related to share based awards that are settled in cash. (2) Of the consolidated share-based incentive compensation expense, $4.0 million and $10.2 million for the three and nine months ended September 30, 2017 respectively, and $3.4 million and $9.2 million for the three and nine months ended September 30, 2016 , respectively, were allocated to net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations. During the three months ended September 30, 2017, the vesting conditions of select equity awards were amended which required the Company account for these changes under modification accounting. Expense incurred related to the modification accounting during the three months ended September 30, 2017 was approximately $2.1 million . This expense is included in net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations. Chief Operating Officer (COO) and Chief Executive Officer-Designate 2017New Hire Equity Awards On September 5, 2017, the Board elected Edward L. Doheny II, Chief Operating Officer and CEO-Designate and elected him as a Director of the Company effective September 18, 2017. As Chief Operating Officer and CEO-Designate, Mr. Doheny will work on transitioning with Jerome Peribere until December 31, 2017 and will then assume the Chief Executive Officer role effective January 1, 2018. Additionally, on September 5, 2017, the Company entered into an offer letter agreement, effective September 18, 2017, with Mr. Doheny. The Letter Agreement provides that Mr. Doheny will be granted on his start date two new-hire equity awards, one that is time-vesting and the other that is performance-vesting (the “New Hire Awards”). The time-vesting New Hire Award, for 30,000 shares, requires Mr. Doheny to remain in service with the Company through December 31, 2020. The grant date fair value for this award was $42.89 per share. The performance-vesting New Hire Award, for 70,000 shares, in addition to the time-vesting requirement noted above, requires that either (i) the Company’s cumulative total stockholder return for 2018-2020 be in the top 33% of its peers (using the same peers and methodology under the Company’s performance stock unit (PSU) awards) and the Company’s stock price as of December 31, 2020 equals at least $60.00 per share, or (ii) the Company’s stock price as of December 31, 2020 equals at least $75.00 per share. The Letter Agreement provides that the stock price as of December 31, 2020 for this purpose will be determined using a 30-day arithmetic mean of closing prices. Since the award includes a market condition, compensation expense will be recognized regardless of whether the market condition is satisfied provided that the requisite service has been provided. The grant date fair value for this award was determined using a Monte Carlo Simulation model that incorporates predictive modeling techniques using Geometric Brownian Motion and Crystal Ball’s random number generation. Other assumptions include the expected volatility of all companies included in the total shareholder return, valuation modeling of vesting payoff determination featuring both performance goals as noted above, the historical share price returns analysis of all companies included in the total shareholder return and assumes dividends are reinvested. The expected volatility was based on the historical volatility of peer companies for a period of time that approximates the duration between the beginning and the end of the performance period. The risk-free interest rate is based on the Zero-Coupon Treasury STRIP yield curve matching the term from the valuation date to the end of the performance period Compensation expense for the performance-vesting Inducement Award is a fixed amount determined at the grant date fair value and is recognized 100% from the time of the award to the end of the performance period regardless of whether shares are awarded at the end of the award performance period. The assumptions used to calculate the grant date fair value of the performance-vesting New Hire Award are shown in the following table: 2017 Performance-vesting New Hire Award Fair value on grant date $ 10.63 Expected price volatility 25.0 % Risk-free interest rate 1.6 % The awards are described in further detail in Mr. Doheny’s Offer Letter filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 7, 2017. 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 years 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 Sales CAGR Adjusted EBITDA Number of units granted 100,958 99,522 99,522 Fair value on grant date (1) $ 46.07 $ 45.36 $ 45.36 (1) Certain grants of the 2017 Three -year PSU awards were modified during the second quarter of 2017. The impact to our total share-based incentive compensation expense and Condensed Consolidated Statement of Operations is not material. The assumptions used to calculate the grant date fair value of the PSUs based on TSR are shown in the following table: TSR portion of the 2017 PSU Award Expected price volatility 25.0 % Risk-free interest rate 1.6 % 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. Based on overall performance for 2014-2016 PSUs, 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) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The following table provides details of comprehensive income (loss) for the nine months ended September 30, 2017 and 2016 : (In millions) Unrecognized Pension Items 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 (3.6 ) 19.4 (15.4 ) (19.4 ) (19.0 ) Less: amounts reclassified from accumulated other comprehensive income (loss) 9.2 (46.0 ) — 16.9 (19.9 ) Net current period other comprehensive income (loss) 5.6 (26.6 ) (15.4 ) (2.5 ) (38.9 ) Balance at September 30, 2016 (1) $ (260.4 ) $ (590.6 ) $ (13.7 ) $ 5.8 $ (858.9 ) Balance at December 31, 2016 $ (276.7 ) $ (701.9 ) $ 21.0 $ 8.5 $ (949.1 ) Other comprehensive income (loss) before reclassifications (2) 175.0 5.5 (64.0 ) (8.7 ) 107.8 Less: amounts reclassified from accumulated other comprehensive income (loss) 4.9 — — 0.5 5.4 Net current period other comprehensive income (loss) 179.9 5.5 (64.0 ) (8.2 ) 113.2 Balance at September 30, 2017 (1) $ (96.8 ) $ (696.4 ) $ (43.0 ) $ 0.3 $ (835.9 ) (1) The ending balance in AOCI includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $(52.2) million as of September 30, 2017 and $(31.4) million as of September 30, 2016 . (2) Other comprehensive income (loss) before reclassifications for the nine months ended September 30, 2017, included amounts which were written off as part of the sale of Diversey. Included in these amounts were $173.4 million of unrecognized pension items and $454.7 million of cumulative translation adjustments. The following table provides detail of amounts reclassified from accumulated other comprehensive income: Three Months Ended Nine Months Ended (In millions) 2017 (1) 2016 (1) 2017 (1) 2016 (1) Location of Amount Reclassified from AOCI Defined benefit pension plans and other post-employment benefits: Prior service costs $ 0.4 $ 0.4 $ 1.3 $ 1.0 (2) Actuarial losses (2.8 ) (3.0 ) (8.3 ) (8.4 ) (2) Total pre-tax amount (2.4 ) (2.6 ) (7.0 ) (7.4 ) Tax (expense) benefit 1.0 (3.0 ) 2.1 (1.8 ) Net of tax (1.4 ) (5.6 ) (4.9 ) (9.2 ) Reclassification from cumulative translation adjustment: Charges related to Venezuelan subsidiaries — — — 46.0 (5) Net gains (losses) on cash flow hedging derivatives: Foreign currency forward contracts (0.1 ) (1.1 ) 1.8 (0.9 ) (3)(4) Other income (expense), net Interest rate and currency swaps (2.1 ) (0.2 ) (3.0 ) (24.2 ) (3)(4) Treasury locks — — 0.1 0.1 (3) Interest expense Total pre-tax amount (2.2 ) (1.3 ) (1.1 ) (25.0 ) Tax (expense) benefit 0.8 0.3 0.6 8.1 Net of tax (1.4 ) (1.0 ) (0.5 ) (16.9 ) Total reclassifications for the period $ (2.8 ) $ (6.6 ) $ (5.4 ) $ 19.9 (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 Consolidated Financial Statements for additional details. (4) In 2016 and 2017, amounts related to the interest rate and currency swaps will be reclassified to earnings from discontinued operations before income tax provision. (5) Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to the Note 1 "Organization and Basis of Presentation," of the Condensed Consolidated Financial Statement for further details. |
Other (Expense) Income, net
Other (Expense) Income, net | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Other (Expense) Income, net | Other (Expense) Income, net The following table provides details of other (expense) income, net: Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Interest and dividend income $ 4.9 $ 1.7 $ 10.3 $ 5.3 Net foreign exchange transaction (losses) gains (0.3 ) 0.9 (7.8 ) 5.7 Bank fee expense (1.4 ) (1.2 ) (4.6 ) (3.9 ) Net (loss) gain on disposals of business and property and equipment (0.9 ) 0.2 1.3 (2.9 ) Other, net (2.3 ) (1.2 ) (5.4 ) (2.8 ) Other (expense) income, net $ — $ 0.4 $ (6.2 ) $ 1.4 |
Net Earnings Per Common Share
Net Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Earnings Per Common Share | Net Earnings Per Common Share The following table shows the calculation of basic and diluted net earnings per common share under the two-class method: Three Months Ended Nine Months Ended (In millions, except per share amounts) 2017 2016 2017 2016 Basic Net Earnings Per Common Share: Numerator Net earnings available to common stockholders $ 787.4 $ 163.3 $ 848.4 $ 315.3 Distributed and allocated undistributed net loss to non-vested restricted stockholders (5.0 ) (1.2 ) (5.3 ) (2.2 ) Distributed and allocated undistributed net earnings to common stockholders 782.4 162.1 843.1 313.1 Distributed net (loss) earnings - dividends paid to common stockholders (30.1 ) (31.3 ) (91.5 ) (88.0 ) Allocation of undistributed net earnings to common stockholders $ 752.3 $ 130.8 $ 751.6 $ 225.1 Denominator Weighted average number of common shares outstanding - basic 186.9 194.1 190.9 195.0 Basic net earnings per common share: Distributed net earnings to common stockholders $ 0.16 $ 0.16 $ 0.48 $ 0.45 Allocated undistributed net earnings to common stockholders 4.03 0.68 3.94 1.15 Basic net earnings per common share (1) $ 4.19 $ 0.84 $ 4.42 $ 1.60 Diluted Net Earnings Per Common Share: Numerator Distributed and allocated undistributed net earnings to common stockholders $ 782.4 $ 162.1 $ 843.1 $ 313.1 Add: Allocated undistributed net earnings to unvested restricted stockholders 4.8 1.1 4.8 1.7 Less: Undistributed net earnings (loss) reallocated to non-vested restricted stockholders (4.8 ) (1.1 ) (4.8 ) (1.7 ) Net earnings available to common stockholders - diluted $ 782.4 $ 162.1 $ 843.1 $ 313.1 Denominator Weighted average number of common shares outstanding - basic 186.9 194.1 190.9 195.0 Effect of contingently issuable shares 0.7 1.0 0.7 0.9 Effect of unvested restricted stock units 0.7 0.9 0.7 0.9 Weighted average number of common shares outstanding - diluted under two-class 188.3 196.0 192.3 196.8 Effect of unvested restricted stock - participating security 0.6 0.7 0.6 0.7 Weighted average number of common shares outstanding - diluted under treasury stock 188.9 196.7 192.9 197.5 Diluted net earnings per common share (1) $ 4.15 $ 0.83 $ 4.37 $ 1.59 (1) For the nine months ended September 30, 2017, there was a revision to net earnings from discontinued operations, net of tax, on the Condensed Consolidated Statement of Operations related to depreciation and amortization on Diversey assets held for sale. Refer to the Condensed Consolidated Statement of Operations for further details. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On September 11, 2017, the Company announced that its Product Care Division acquired Fagerdala Singapore Pte Ltd., a manufacturer and fabricator of polyethylene foam. Sealed Air will acquire 100 percent of Fagerdala shares for approximately $100 million in cash. The sale closed October 2, 2017. On October 5, 2017 , our Board of Directors declared a quarterly cash dividend of $0.16 per common share. The dividend is payable on December 15, 2017 to stockholders of record at the close of business on December 1, 2017 . On October 6, 2017, the Company was notified by the Mexican Tax Authorities that certain items on a 2010 tax return filing are considered to be nondeductible. We are currently evaluating the merits of our filing position and the extent to which a liability, if any, should be established therewith. |
Organization and Basis of Pre29
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [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 September 30, 2017 and our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2017 and 2016 have been made. The results set forth in our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2017 and in our Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 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 (collectively "Diversey"). The sale of Diversey was completed on September 6, 2017. The net assets of Diversey met the criteria to be classified as “held for sale” for the period ended December 31, 2016. 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. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). This update intends to align the financial statements with an entity's risk management activities. ASU 2017-12 will allow for changes in the designation and measurement of hedges as well as expand the disclosures of hedge results. The amendments in ASU 2017-12 are effective for annual periods beginning after December 15, 2018, 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 May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 amends the considerations for determining if a modification should be accounted for. This new guidance requires an entity to consider the fair value of an award before and after modification, the vesting conditions of the modified award and the classification of the modified award as an equity instrument. The amendments in ASU 2017-09 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 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 2017-07 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 2016, 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. 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, May 2016, February 2017 and May 2017 within ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2017-05 and ASU 2017-10 respectively (ASU 2014-09, ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2017-05 and ASU 2017-10 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. Based on the information we have evaluated to date, we do not anticipate that the adoption of the amendments will have a significant impact on our consolidated financial statements with the exception of new and expanded disclosures. |
Discontinued Operations, Dive30
Discontinued Operations, Divestitures and Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations | The following table presents selected financial information regarding cash flows of Diversey that are included within discontinued operations in the Condensed Consolidated Statements of Cash Flows: Nine Months Ended (In millions) 2017 2016 Non-cash items included in net earnings from discontinued operations: Depreciation and amortization $ 29.3 $ 85.5 Share-based incentive compensation 10.2 9.2 Profit sharing expense 3.0 3.5 Provision for bad debt 2.3 4.0 Capital expenditures 11.9 14.7 The carrying value of the major classes of assets and liabilities of Diversey were as follows: (In millions) September 30, 2017 December 31, 2016 Assets: Cash and cash equivalents $ — $ 30.0 Trade receivables, net 3.1 438.2 Inventories 0.5 203.2 Other receivables 11.5 70.3 Prepaid expenses and other current assets — 80.6 Property and equipment, net — 170.6 Goodwill — 972.8 Intangible assets, net — 669.9 Deferred taxes 0.1 50.7 Other non-current assets — 162.0 Total assets held for sale $ 15.2 $ 2,848.3 Liabilities: Short-term borrowings $ — $ 9.6 Current portion of long-term debt — 31.1 Accounts payable — 346.5 Other current liabilities — 296.1 Long-term debt — 175.7 Deferred taxes — 56.3 Other non-current liabilities — 269.0 Total liabilities held for sale $ — $ 1,184.3 Summary operating results of Diversey were as follows: Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Net sales $ 434.6 $ 651.5 $ 1,667.5 $ 1,924.4 Cost of sales 249.1 368.2 949.5 1,075.6 Gross profit 185.5 283.3 718.0 848.8 Selling, general and administrative expenses (1) 131.0 206.2 537.8 635.1 Amortization expense of intangible assets acquired (1) 7.7 19.3 23.9 62.0 Operating profit 46.8 57.8 156.3 151.7 Other expense, net (9.0 ) (2.8 ) (17.0 ) (9.4 ) Earnings from discontinued operations before income tax (benefit) provision (1)(2) 37.8 55.0 139.3 142.3 Income tax (benefit) provision from discontinued operations 12.1 (44.5 ) 28.0 (31.9 ) Net earnings from discontinued operations $ 25.7 $ 99.5 $ 111.3 $ 174.2 (1) For the nine months ended September 30, 2017, there was a revision to net earnings from discontinued operations, net of tax, on the Condensed Consolidated Statement of Operations related to depreciation and amortization on Diversey assets held for sale. As a result, selling, general and administrative expenses decreased $6.1 million , amortization expenses of intangible assets acquired decreased $16.5 million and income tax provision from discontinued operations increased $6.2 million . (2) For the three months and nine months ended September 30, 2017 , net earnings from discontinued operations was impacted by a tax expense of $12.1 million and $28.0 million , respectively, driven by a change in the repatriation strategy of foreign earnings offset by a favorable earnings mix in jurisdictions with lower rates. For the three and nine months ended September 30, 2016, net earnings from discontinued operations were impacted by tax benefits of $44.5 million and $31.9 million , respectively, primarily related to the release of reserves, and earnings mix in jurisdictions with lower tax rates. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended (In millions) 2017 2016 2017 2016 Net Sales: Food Care $ 716.0 $ 676.2 $ 2,051.1 $ 1,979.2 As a % of Total Company net sales 63.3 % 63.5 % 63.4 % 63.6 % Product Care 415.3 388.9 1,182.7 1,130.7 As a % of Total Company net sales 36.7 % 36.5 % 36.6 % 36.4 % Total Company Net Sales $ 1,131.3 $ 1,065.1 $ 3,233.8 $ 3,109.9 Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Adjusted EBITDA from continuing operations Food Care $ 158.3 $ 155.6 $ 446.0 $ 440.7 Adjusted EBITDA Margin 22.1 % 23.0 % 21.7 % 22.3 % Product Care 86.5 88.0 237.7 243.8 Adjusted EBITDA Margin 20.8 % 22.6 % 20.1 % 21.6 % Corporate (1) (28.0) (30.7) (88.7) (91.7) Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 216.8 $ 212.9 $ 595.0 $ 592.8 Adjusted EBITDA Margin 19.2 % 20.0 % 18.4 % 19.1 % (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 $ 2.8 million and $ 3.5 million for the three months ended September 30, 2017 and 2016, respectively, and $ 13.7 million and $ 10.4 million for the nine months ended September 30, 2017 and 2016, respectively. |
Reconciliation of Total Company Adjusted EBITDA to Net Earnings | 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 Nine Months Ended (In millions) 2017 2016 2017 2016 (1) Net earnings from continuing operations $ 62.4 $ 63.8 $ 37.8 $ 141.1 Interest expense (54.0 ) (49.6 ) (153.7 ) (151.4 ) Interest income 4.9 1.7 10.3 5.3 Income tax provision 43.7 54.1 236.5 124.7 Depreciation and amortization (3) (42.7 ) (39.6 ) (116.3 ) (113.0 ) Accelerated depreciation and amortization of fixed assets and intangible assets for Venezuelan subsidiaries — 0.1 — 0.8 Special Items: Restructuring and other charges (4) (6.2 ) (1.3 ) (9.2 ) (1.1 ) Other restructuring associated costs included in cost of sales and selling, general and administrative expenses (2.9 ) (5.2 ) (12.7 ) (13.2 ) SARs — 0.3 — (0.7 ) Foreign currency exchange loss related to Venezuelan subsidiaries — — — (1.6 ) Charges related to ceasing operations in Venezuela — — — (47.3 ) Gain (loss) on sale of North American foam trays and absorbent pads business and European food trays business 0.2 — 2.3 (1.6 ) (Loss) gain related to the sale of other businesses, investments and property, plant and equipment (6.9 ) 2.1 (7.1 ) — Charges incurred related to the sale of Diversey (13.7 ) — (47.6 ) — Settlement/curtailment benefits related to retained Diversey retirement plans 13.5 — 13.5 — Other special items (2) (2.9 ) (3.5 ) (0.2 ) (3.2 ) Pre-tax impact of Special items (18.9 ) (7.6 ) (61.0 ) (68.7 ) Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 216.8 $ 212.9 $ 595.0 $ 592.8 (1) Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details. (2) Other special items for the three and nine months ended September 30, 2017 , primarily included transaction fees related to various divestitures and acquisitions. Other special items for the three and nine months ended September 30, 2016 primarily included a reduction in a non-income tax reserve following the completion of a governmental audit partially offset by legal fees associated with restructuring and acquisitions. (3) Depreciation and amortization by segment is as follows: Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Food Care $ 26.4 $ 23.1 $ 75.8 $ 68.3 Product Care $ 11.7 $ 9.6 $ 34.2 $ 28.6 Corporate $ 4.6 $ 6.9 $ 6.3 $ 16.1 Total Company depreciation and amortization (1) $ 42.7 $ 39.6 $ 116.3 $ 113.0 (1) Includes share-based incentive compensation of $12.3 million and $31.2 million for the three and nine months ended September 30, 2017 , respectively, and $12.2 million and $37.6 million for the three and nine months ended September 30, 2016 , respectively. (4) Restructuring and other charges by segment were as follows: Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Food Care $ 3.9 $ 0.8 $ 5.8 $ 0.7 Product Care 2.3 0.5 3.4 0.4 Total Company restructuring and other charges (1) $ 6.2 $ 1.3 $ 9.2 $ 1.1 (1) For the nine months ended September 30, 2016 restructuring and other charges excludes $ 0.3 million related to severance and termination benefits for employees in our Venezuelan subsidiaries. |
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.” (In millions) September 30, 2017 December 31, 2016 Assets: Trade receivables, net, and finished goods inventories, net Food Care $ 519.0 $ 459.8 Product Care 334.0 261.5 Total segments $ 853.0 $ 721.3 Assets not allocated Cash and cash equivalents $ 1,304.7 $ 333.7 Property and equipment, net 951.0 889.6 Goodwill 1,898.3 1,882.9 Intangible assets, net 44.8 40.1 Assets held for sale 20.8 2,851.7 Other 866.8 679.9 Total $ 5,939.4 $ 7,399.2 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | The following table details our inventories, net: (In millions) September 30, 2017 December 31, 2016 Inventories: Raw materials $ 91.6 $ 81.5 Work in process 143.6 114.4 Finished goods 312.5 260.8 Total $ 547.7 $ 456.7 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table details our property and equipment, net: (In millions) September 30, 2017 December 31, 2016 Land and improvements $ 43.9 $ 41.6 Buildings 696.1 600.2 Machinery and equipment 2,237.8 2,091.5 Other property and equipment 109.6 104.3 Construction-in-progress 170.2 210.1 Property and equipment, gross 3,257.6 3,047.7 Accumulated depreciation and amortization (1) (2,306.6 ) (2,158.1 ) Property and equipment, net $ 951.0 $ 889.6 (1) As of December 31, 2016, this amount includes $0.4 million related to the accelerated depreciation and amortization of fixed assets related to ceasing operations in Venezuela. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to Condensed Consolidated Financial Statement Operations for further details. |
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 Nine Months Ended (In millions) 2017 2016 2017 2016 Interest cost capitalized $ 1.8 $ 3.2 $ 7.8 $ 7.1 Depreciation and amortization expense for property and equipment $ 27.3 $ 23.2 $ 75.9 $ 64.9 |
Goodwill and Identifiable Ass34
Goodwill and Identifiable Assets (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 Acquisitions and divestitures 7.2 (0.3 ) 6.9 Currency translation 7.1 1.4 8.5 Carrying Value at September 30, 2017 $ 525.1 $ 1,373.2 $ 1,898.3 |
Summary of Identifiable Intangible Assets with Indefinite Useful Lives | The following tables summarize our identifiable intangible assets with definite and indefinite useful lives. As of September 30, 2017 , there were no impairment indicators present. September 30, 2017 December 31, 2016 (In millions) Gross Carrying Value Accumulated Amortization Net Gross Carrying Value Accumulated Amortization Net Customer relationships $ 31.9 $ (19.0 ) $ 12.9 $ 25.0 $ (17.5 ) $ 7.5 Trademarks and tradenames 0.7 (0.3 ) 0.4 0.6 (0.2 ) 0.4 Capitalized software 48.7 (37.8 ) 10.9 42.6 (31.2 ) 11.4 Technology 37.4 (26.7 ) 10.7 34.4 (24.2 ) 10.2 Contracts 10.6 (9.6 ) 1.0 10.6 (8.9 ) 1.7 Total intangible assets with definite lives 129.3 (93.4 ) 35.9 113.2 (82.0 ) 31.2 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets $ 138.2 $ (93.4 ) $ 44.8 $ 122.1 $ (82.0 ) $ 40.1 |
Summary of Identifiable Intangible Assets with Definite Useful Lives | The following tables summarize our identifiable intangible assets with definite and indefinite useful lives. As of September 30, 2017 , there were no impairment indicators present. September 30, 2017 December 31, 2016 (In millions) Gross Carrying Value Accumulated Amortization Net Gross Carrying Value Accumulated Amortization Net Customer relationships $ 31.9 $ (19.0 ) $ 12.9 $ 25.0 $ (17.5 ) $ 7.5 Trademarks and tradenames 0.7 (0.3 ) 0.4 0.6 (0.2 ) 0.4 Capitalized software 48.7 (37.8 ) 10.9 42.6 (31.2 ) 11.4 Technology 37.4 (26.7 ) 10.7 34.4 (24.2 ) 10.2 Contracts 10.6 (9.6 ) 1.0 10.6 (8.9 ) 1.7 Total intangible assets with definite lives 129.3 (93.4 ) 35.9 113.2 (82.0 ) 31.2 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets $ 138.2 $ (93.4 ) $ 44.8 $ 122.1 $ (82.0 ) $ 40.1 |
Remaining Estimated Future Amortization Expense | The following table shows the remaining estimated future amortization expense at September 30, 2017 . Year Amount (in millions) Remainder of 2017 $ 6.3 2018 12.8 2019 2.6 2020 2.9 Thereafter 11.3 Total $ 35.9 |
Restructuring and Relocation 35
Restructuring and Relocation Activities (Tables) | 9 Months Ended |
Sep. 30, 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 $245-$255 Other expenses associated with the Program 145-150 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 $ 234 Other expenses associated with the Program 121 Total Cumulative Expense $ 355 Cumulative capital expenditures $ 231 |
Restructuring and Relocation Activities | The following table details our restructuring activities as reflected in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Continuing Operations Other associated costs $ 2.9 $ 5.2 $ 12.7 $ 13.2 Restructuring charges 6.2 1.3 9.2 1.1 Total charges from continuing operations $ 9.1 $ 6.5 $ 21.9 $ 14.3 Charges included in discontinued operations (1.4 ) 1.1 2.3 6.2 Total charges $ 7.7 $ 7.6 $ 24.2 $ 20.5 Capital expenditures $ 3.4 $ 34.6 $ 17.3 $ 91.6 |
Components of Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining | The restructuring accrual, spending and other activity for the nine months ended September 30, 2017 and the accrual balance remaining at September 30, 2017 related to these programs were as follows (in millions): (In millions) Restructuring accrual at December 31, 2016 $ 47.4 Accrual and accrual adjustments 9.2 Cash payments during 2017 (32.2 ) Transfers as part of the sale of Diversey (5.5 ) Effect of changes in foreign currency exchange rates (1.2 ) Restructuring accrual at September 30, 2017 $ 17.7 |
Debt and Credit Facilities (Tab
Debt and Credit Facilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Total Debt Outstanding | Our total debt outstanding consisted of the amounts set forth on the following table: (In millions) September 30, 2017 December 31, 2016 Short-term borrowings (1) $ 84.0 $ 83.0 Current portion of long-term debt 2.0 297.0 Total current debt 86.0 380.0 Term Loan A due July 2019 222.2 818.3 6.50% Senior Notes due December 2020 423.4 423.1 4.875% Senior Notes due December 2022 420.2 419.6 5.25% Senior Notes due April 2023 420.2 419.7 4.50% Senior Notes due September 2023 467.9 416.7 5.125% Senior Notes due December 2024 420.6 420.2 5.50% Senior Notes due September 2025 396.6 396.4 6.875% Senior Notes due July 2033 445.4 445.3 Other 2.9 3.3 Total long-term debt, less current portion (3) 3,219.4 3,762.6 Total debt (2)(4) $ 3,305.4 $ 4,142.6 (1) Short-term borrowings of $84.0 million at September 30, 2017 are comprised of $43.0 million of Diversey accounts payable obligations under financing arrangements which Sealed Air was fully reimbursed for as part of the sale of Diversey as well as $41.0 million of short term borrowings from various lines of credit. Short-term borrowings at December 31, 2016 were comprised primarily of $83.0 million of short-term borrowings from various lines of credit. (2) As of September 30, 2017 , our weighted average interest rate on our short-term borrowings outstanding, excluding the amounts related to the Diversey accounts payable obligations discussed above, was 7.4% and on our long-term debt outstanding was 5.3% . 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% . (3) Amounts are net of unamortized discounts and issuance costs of $30.9 million as September 30, 2017 and $36.3 million as of December 31, 2016 . (4) 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. (In millions) September 30, 2017 December 31, 2016 Used lines of credit (1)(2) $ 41.0 $ 83.0 Unused lines of credit 1,075.3 1,074.4 Total available lines of credit (3) $ 1,116.3 $ 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 September 30, 2017 and December 31, 2016 , there were $27.2 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, $853.3 million were committed as of September 30, 2017 . |
Derivatives and Hedging Activ37
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 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 (In millions) September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 Derivative Assets Foreign currency forward contracts (2) $ 0.2 $ 4.9 $ — $ — $ 3.4 $ 11.4 $ 3.6 $ 16.3 Interest rate currency swaps (2) — 23.9 — — — — — 23.9 Total Derivative Assets $ 0.2 $ 28.8 $ — $ — $ 3.4 $ 11.4 $ 3.6 $ 40.2 Derivative Liabilities Foreign currency forward contracts (2) $ (3.0 ) $ (0.1 ) $ — $ — $ (11.3 ) $ (11.5 ) $ (14.3 ) $ (11.6 ) Cross-currency swaps — — — (5.3 ) — — — (5.3 ) Total Derivative Liabilities (1) $ (3.0 ) $ (0.1 ) $ — $ (5.3 ) $ (11.3 ) $ (11.5 ) $ (14.3 ) $ (16.9 ) Net Derivatives (3) $ (2.8 ) $ 28.7 $ — $ (5.3 ) $ (7.9 ) $ (0.1 ) $ (10.7 ) $ 23.3 (1) Excludes €400.0 million of euro-denominated debt ( $467.9 million equivalent at September 30, 2017 and $416.7 million equivalent at December 31, 2016 ), designated as a net investment hedge. (2) Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2016, $ (1.4) million related to foreign currency forward contracts were reclassified to liabilities held for sale and $ 23.9 million related to interest rate and currency swaps were reclassified to assets held for sale. These financial instruments have been classified as Level 2 Inputs. Refer to Note 12 “Fair Value Measurements and Other Financial Instruments” for discussion of the inputs and valuation techniques used. (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 Liabilities (In millions) September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 Gross position $ 3.5 $ 22.6 $ (14.2 ) $ (11.6 ) $ — $ 17.6 $ — $ (5.3 ) Reclassified to held for sale (1) — (7.3 ) — 2.3 — (17.6 ) — — Impact of master netting agreements (0.1 ) (0.2 ) 0.1 0.2 — — — — Net amounts recognized on the Condensed Consolidated Balance Sheet $ 3.4 $ 15.1 $ (14.1 ) $ (9.1 ) $ — $ — $ — $ (5.3 ) (1) Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2016. |
Offsetting Assets | 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 Liabilities (In millions) September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 Gross position $ 3.5 $ 22.6 $ (14.2 ) $ (11.6 ) $ — $ 17.6 $ — $ (5.3 ) Reclassified to held for sale (1) — (7.3 ) — 2.3 — (17.6 ) — — Impact of master netting agreements (0.1 ) (0.2 ) 0.1 0.2 — — — — Net amounts recognized on the Condensed Consolidated Balance Sheet $ 3.4 $ 15.1 $ (14.1 ) $ (9.1 ) $ — $ — $ — $ (5.3 ) (1) Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2016. |
Offsetting Liabilities | 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 Liabilities (In millions) September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 September 30, December 31, 2016 Gross position $ 3.5 $ 22.6 $ (14.2 ) $ (11.6 ) $ — $ 17.6 $ — $ (5.3 ) Reclassified to held for sale (1) — (7.3 ) — 2.3 — (17.6 ) — — Impact of master netting agreements (0.1 ) (0.2 ) 0.1 0.2 — — — — Net amounts recognized on the Condensed Consolidated Balance Sheet $ 3.4 $ 15.1 $ (14.1 ) $ (9.1 ) $ — $ — $ — $ (5.3 ) (1) Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2016. |
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 Nine Months Ended (In millions) 2017 2016 2017 2016 Derivatives designated as hedging instruments: Cash Flow Hedges: Foreign currency forward contracts (1)(4) $ (0.1 ) $ (1.1 ) $ 1.8 $ (0.9 ) Interest rate and currency swaps (2)(4) (2.3 ) (0.4 ) (3.4 ) (24.6 ) Treasury locks (3) — — 0.1 0.1 Sub-total cash flow hedges (2.4 ) (1.5 ) (1.5 ) (25.4 ) Fair Value Hedges: Interest rate swaps 0.2 0.2 0.4 0.4 Derivatives not designated as hedging instruments: Foreign currency forward contracts (4) (13.9 ) (6.0 ) (8.3 ) (24.7 ) Total $ (16.1 ) $ (7.3 ) $ (9.4 ) $ (49.7 ) (1) Amounts recognized on the foreign currency forward contracts were included in cost of sales during the three and nine months ended September 30, 2017 and 2016. (2) Amounts recognized on the interest rate and currency swaps for the three months ended September 30, 2017 and 2016 , included a $2.0 million loss and a $1.2 million gain, respectively, which is included in other (expense) income, net and interest (expense) income of $(0.4) million and $(1.5) million , respectively, related to the hedge of the interest payments. Amounts recognized on the interest rate and currency swaps for the nine months ended September 30, 2017 and 2016 , included a $1.0 million loss and a $20.5 million loss, respectively, which is included in other (expense) income, net and interest (expense) income of $(2.5) million and $(4.0) million , respectively, related to the hedge of the interest payments. (3) Amounts recognized on the treasury locks were included in interest expense which is related to amortization of terminated interest rate swaps. (4) 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 September 30, 2017 and 2016 there was $ 0.1 million and $ 3.5 million reclassified, respectively. For the nine months ended September 30, 2017 and September 30, 2016 there was $ 3.7 million and $ (17.8) million reclassified, respectively. |
Fair Value Measurements and O38
Fair Value Measurements and Other Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy of Financial Instruments | The following table details the fair value hierarchy of our financial instruments: September 30, 2017 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 771.4 $ 771.4 $ — $ — Compensating balance deposits $ 27.2 $ 27.2 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward contracts and options $ (10.7 ) $ — $ (10.7 ) $ — December 31, 2016 (In millions) Total Fair Value 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: September 30, 2017 December 31, 2016 (In millions) Carrying Amount Fair Carrying Amount Fair Term Loan A Facility due July 2017 $ — $ — $ 249.9 $ 249.9 Term Loan A Facility due July 2019 (1) 222.2 222.2 1,067.8 1,067.8 6.50% Senior Notes due December 2020 423.4 473.1 423.1 477.3 4.875% Senior Notes due December 2022 420.2 452.1 419.6 437.6 5.25% Senior Notes due April 2023 420.2 456.9 419.7 441.1 4.50% Senior Notes due September 2023 (1) 467.9 534.2 416.7 453.4 5.125% Senior Notes due December 2024 420.6 456.3 420.2 437.3 5.50% Senior Notes due September 2025 396.6 438.6 396.4 418.8 6.875% Senior Notes due July 2033 445.4 525.7 445.3 462.7 Other foreign loans (1) 44.2 44.8 78.9 79.2 Other domestic loans 44.7 44.7 21.4 21.3 Total debt $ 3,305.4 $ 3,648.6 $ 4,359.0 $ 4,546.4 Less amounts included as liabilities held for sale — — 216.4 216.4 Total debt from continuing operations $ 3,305.4 $ 3,648.6 $ 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) | 9 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Periodic Benefit Cost or (Income) | The following table shows the components of our net periodic benefit cost (income) for our defined benefit pension plans for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended Three Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost or (income): Service cost $ — $ 2.1 $ 2.1 $ 0.2 $ 2.4 $ 2.6 Interest cost 1.6 5.8 7.4 2.0 6.4 8.4 Expected return on plan assets (2.4 ) (10.6 ) (13.0 ) (2.5 ) (9.1 ) (11.6 ) Amortization of net prior service cost — (0.1 ) (0.1 ) — 0.1 0.1 Amortization of net actuarial loss 0.2 2.6 2.8 0.7 2.3 3.0 Net periodic benefit (income) cost (0.6 ) (0.2 ) (0.8 ) 0.4 2.1 2.5 Cost of settlement/curtailment 0.4 0.9 1.3 — 0.3 0.3 Total benefit (income) cost $ (0.2 ) $ 0.7 $ 0.5 $ 0.4 $ 2.4 $ 2.8 Nine Months Ended Nine Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost (income): Service cost $ 0.1 $ 6.0 $ 6.1 $ 0.4 $ 7.4 $ 7.8 Interest cost 5.1 16.4 21.5 5.8 19.3 25.1 Expected return on plan assets (7.3 ) (30.9 ) (38.2 ) (7.5 ) (27.2 ) (34.7 ) Amortization of net prior service cost — (0.2 ) (0.2 ) — 0.2 0.2 Amortization of net actuarial loss 0.6 7.8 8.4 1.7 6.7 8.4 Net periodic benefit (income) cost (1.5 ) (0.9 ) (2.4 ) 0.4 6.4 6.8 Cost of settlement/curtailment 1.2 1.4 2.6 — 0.1 0.1 Total benefit (income) cost $ (0.3 ) $ 0.5 $ 0.2 $ 0.4 $ 6.5 $ 6.9 The following table shows the components of our net periodic benefit cost for our other employee benefit plans for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Components of net periodic benefit cost or (income): Service costs $ — $ 0.1 $ 0.1 $ 0.2 Interest cost 0.4 0.5 1.3 1.4 Amortization of net prior service cost (0.3 ) (0.5 ) (1.1 ) (1.2 ) Amortization of net actuarial loss — — (0.1 ) — Net periodic benefit cost 0.1 0.1 0.2 0.4 Income of settlement/curtailment (13.5 ) — (13.5 ) — Total benefit (income) cost $ (13.4 ) $ 0.1 $ (13.3 ) $ 0.4 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 Nine Months Ended (In millions) 2017 2016 2017 2016 Defined benefit pension plans $ (0.1 ) $ 1.2 $ (0.5 ) $ 3.6 Other employee benefit plans 0.1 0.1 0.1 0.1 Total expense (income) included in discontinued operations $ — $ 1.3 $ (0.4 ) $ 3.7 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Total Share-based Incentive Compensation Expense | The table below shows our total share-based incentive compensation expense: Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Total share-based incentive compensation expense (1)(2) $ 16.6 $ 16.1 $ 41.9 $ 48.1 (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, however, the amounts include the expense related to share based awards that are settled in cash. (2) Of the consolidated share-based incentive compensation expense, $4.0 million and $10.2 million for the three and nine months ended September 30, 2017 respectively, and $3.4 million and $9.2 million for the three and nine months ended September 30, 2016 , respectively, were allocated to net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations. |
Number of PSUs Granted and Grant Date Fair Value of PSUs | The number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: TSR Net Sales CAGR Adjusted EBITDA Number of units granted 100,958 99,522 99,522 Fair value on grant date (1) $ 46.07 $ 45.36 $ 45.36 (1) Certain grants of the 2017 Three -year PSU awards were modified during the second quarter of 2017. The impact to our total share-based incentive compensation expense and Condensed Consolidated Statement of Operations is not material. |
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 portion of the 2017 PSU Award Expected price volatility 25.0 % Risk-free interest rate 1.6 % The assumptions used to calculate the grant date fair value of the performance-vesting New Hire Award are shown in the following table: 2017 Performance-vesting New Hire Award Fair value on grant date $ 10.63 Expected price volatility 25.0 % Risk-free interest rate 1.6 % |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Details of Comprehensive Income (Loss) | The following table provides details of comprehensive income (loss) for the nine months ended September 30, 2017 and 2016 : (In millions) Unrecognized Pension Items 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 (3.6 ) 19.4 (15.4 ) (19.4 ) (19.0 ) Less: amounts reclassified from accumulated other comprehensive income (loss) 9.2 (46.0 ) — 16.9 (19.9 ) Net current period other comprehensive income (loss) 5.6 (26.6 ) (15.4 ) (2.5 ) (38.9 ) Balance at September 30, 2016 (1) $ (260.4 ) $ (590.6 ) $ (13.7 ) $ 5.8 $ (858.9 ) Balance at December 31, 2016 $ (276.7 ) $ (701.9 ) $ 21.0 $ 8.5 $ (949.1 ) Other comprehensive income (loss) before reclassifications (2) 175.0 5.5 (64.0 ) (8.7 ) 107.8 Less: amounts reclassified from accumulated other comprehensive income (loss) 4.9 — — 0.5 5.4 Net current period other comprehensive income (loss) 179.9 5.5 (64.0 ) (8.2 ) 113.2 Balance at September 30, 2017 (1) $ (96.8 ) $ (696.4 ) $ (43.0 ) $ 0.3 $ (835.9 ) (1) The ending balance in AOCI includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $(52.2) million as of September 30, 2017 and $(31.4) million as of September 30, 2016 . (2) Other comprehensive income (loss) before reclassifications for the nine months ended September 30, 2017, included amounts which were written off as part of the sale of Diversey. Included in these amounts were $173.4 million of unrecognized pension items and $454.7 million of cumulative translation adjustments. |
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 Nine Months Ended (In millions) 2017 (1) 2016 (1) 2017 (1) 2016 (1) Location of Amount Reclassified from AOCI Defined benefit pension plans and other post-employment benefits: Prior service costs $ 0.4 $ 0.4 $ 1.3 $ 1.0 (2) Actuarial losses (2.8 ) (3.0 ) (8.3 ) (8.4 ) (2) Total pre-tax amount (2.4 ) (2.6 ) (7.0 ) (7.4 ) Tax (expense) benefit 1.0 (3.0 ) 2.1 (1.8 ) Net of tax (1.4 ) (5.6 ) (4.9 ) (9.2 ) Reclassification from cumulative translation adjustment: Charges related to Venezuelan subsidiaries — — — 46.0 (5) Net gains (losses) on cash flow hedging derivatives: Foreign currency forward contracts (0.1 ) (1.1 ) 1.8 (0.9 ) (3)(4) Other income (expense), net Interest rate and currency swaps (2.1 ) (0.2 ) (3.0 ) (24.2 ) (3)(4) Treasury locks — — 0.1 0.1 (3) Interest expense Total pre-tax amount (2.2 ) (1.3 ) (1.1 ) (25.0 ) Tax (expense) benefit 0.8 0.3 0.6 8.1 Net of tax (1.4 ) (1.0 ) (0.5 ) (16.9 ) Total reclassifications for the period $ (2.8 ) $ (6.6 ) $ (5.4 ) $ 19.9 (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 Consolidated Financial Statements for additional details. (4) In 2016 and 2017, amounts related to the interest rate and currency swaps will be reclassified to earnings from discontinued operations before income tax provision. (5) Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to the Note 1 "Organization and Basis of Presentation," of the Condensed Consolidated Financial Statement for further details. |
Other (Expense) Income, net (Ta
Other (Expense) Income, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Details of Other (Expense) Income, net | The following table provides details of other (expense) income, net: Three Months Ended Nine Months Ended (In millions) 2017 2016 2017 2016 Interest and dividend income $ 4.9 $ 1.7 $ 10.3 $ 5.3 Net foreign exchange transaction (losses) gains (0.3 ) 0.9 (7.8 ) 5.7 Bank fee expense (1.4 ) (1.2 ) (4.6 ) (3.9 ) Net (loss) gain on disposals of business and property and equipment (0.9 ) 0.2 1.3 (2.9 ) Other, net (2.3 ) (1.2 ) (5.4 ) (2.8 ) Other (expense) income, net $ — $ 0.4 $ (6.2 ) $ 1.4 |
Net Earnings Per Common Share (
Net Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 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 earnings per common share under the two-class method: Three Months Ended Nine Months Ended (In millions, except per share amounts) 2017 2016 2017 2016 Basic Net Earnings Per Common Share: Numerator Net earnings available to common stockholders $ 787.4 $ 163.3 $ 848.4 $ 315.3 Distributed and allocated undistributed net loss to non-vested restricted stockholders (5.0 ) (1.2 ) (5.3 ) (2.2 ) Distributed and allocated undistributed net earnings to common stockholders 782.4 162.1 843.1 313.1 Distributed net (loss) earnings - dividends paid to common stockholders (30.1 ) (31.3 ) (91.5 ) (88.0 ) Allocation of undistributed net earnings to common stockholders $ 752.3 $ 130.8 $ 751.6 $ 225.1 Denominator Weighted average number of common shares outstanding - basic 186.9 194.1 190.9 195.0 Basic net earnings per common share: Distributed net earnings to common stockholders $ 0.16 $ 0.16 $ 0.48 $ 0.45 Allocated undistributed net earnings to common stockholders 4.03 0.68 3.94 1.15 Basic net earnings per common share (1) $ 4.19 $ 0.84 $ 4.42 $ 1.60 Diluted Net Earnings Per Common Share: Numerator Distributed and allocated undistributed net earnings to common stockholders $ 782.4 $ 162.1 $ 843.1 $ 313.1 Add: Allocated undistributed net earnings to unvested restricted stockholders 4.8 1.1 4.8 1.7 Less: Undistributed net earnings (loss) reallocated to non-vested restricted stockholders (4.8 ) (1.1 ) (4.8 ) (1.7 ) Net earnings available to common stockholders - diluted $ 782.4 $ 162.1 $ 843.1 $ 313.1 Denominator Weighted average number of common shares outstanding - basic 186.9 194.1 190.9 195.0 Effect of contingently issuable shares 0.7 1.0 0.7 0.9 Effect of unvested restricted stock units 0.7 0.9 0.7 0.9 Weighted average number of common shares outstanding - diluted under two-class 188.3 196.0 192.3 196.8 Effect of unvested restricted stock - participating security 0.6 0.7 0.6 0.7 Weighted average number of common shares outstanding - diluted under treasury stock 188.9 196.7 192.9 197.5 Diluted net earnings per common share (1) $ 4.15 $ 0.83 $ 4.37 $ 1.59 (1) For the nine months ended September 30, 2017, there was a revision to net earnings from discontinued operations, net of tax, on the Condensed Consolidated Statement of Operations related to depreciation and amortization on Diversey assets held for sale. Refer to the Condensed Consolidated Statement of Operations for further details. |
Organization and Basis of Pre44
Organization and Basis of Presentation (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017USD ($)VEB / $ | Sep. 30, 2016USD ($)VEB / $ | Jun. 30, 2016USD ($)VEB / $ | Sep. 30, 2017USD ($)subsidiaryVEB / $ | Sep. 30, 2016USD ($)VEB / $ | Mar. 10, 2016VEB / $ | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Number of wholly-owned subsidiaries | subsidiary | 2 | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Foreign currency transaction loss related to remeasurement | $ 0.1 | $ 3.2 | [1] | |||||
Severance and termination costs from ceasing operations | [2] | $ 6.2 | $ 1.3 | 9.2 | 1.4 | |||
Accelerated depreciation and amortization of fixed assets and intangible assets for Venezuelan subsidiaries | 0 | 0.1 | 0 | 0.8 | ||||
Inventory reserves | 5.9 | 7 | [1] | |||||
Charge related to Venezuelan subsidiaries | [2] | 0 | 0 | 0 | 46 | [1] | ||
Venezuela | Venezuela Subsidiaries | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Foreign currency transaction loss related to remeasurement | $ 1 | $ 0.4 | $ 1 | $ 3.2 | ||||
Costs related to ceasing operations in foreign subsidiaries | $ 47.3 | |||||||
Venezuela | DIPRO | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Exchange rate, translation | VEB / $ | 10 | 10 | ||||||
Venezuela | DICOM | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Exchange rate, translation | VEB / $ | 3,345 | 658.8853 | 3,345 | 658.8853 | ||||
Venezuela | C E N C O E X | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Exchange rate, translation | VEB / $ | 6.3 | |||||||
Continuing Operations | Venezuela | Venezuela Subsidiaries | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Foreign currency transaction loss related to remeasurement | $ 0.1 | $ 0.1 | $ 1.6 | |||||
Cease Venezuelan Operations | Venezuela | Venezuela Subsidiaries | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Accelerated depreciation and amortization of fixed assets and intangible assets for Venezuelan subsidiaries | $ 0.6 | |||||||
Inventory reserves | 0.4 | |||||||
Charge related to Venezuelan subsidiaries | 46 | |||||||
Severance and termination benefits | Cease Venezuelan Operations | Venezuela | Venezuela Subsidiaries | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Severance and termination costs from ceasing operations | $ 0.3 | |||||||
[1] | Due to changes in the accounting treatment of a factoring agreement the Company reclassified amounts from cash and cash equivalents to other receivables of $8.7 million as of September 30, 2016. This reclassification resulted in an increase in cash provided by operating activities of $2.0 million for the nine months ended September 30, 2016. | |||||||
[2] | Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details. |
Discontinued Operations, Dive45
Discontinued Operations, Divestitures and Acquisitions - Discontinued Operations (Details) - USD ($) $ in Millions | Sep. 06, 2017 | Apr. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on sale | $ 699.3 | $ 0 | $ 699.3 | $ 0 | ||
Daylight Medical | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration transferred | $ 25.2 | |||||
Cash paid to acquire business | 3.5 | |||||
Preliminary fair value of contingent consideration | 21.7 | |||||
Noncontingent consideration to be paid in the future | 14.4 | |||||
Preliminary fair value for liability-classified contingent consideration | $ 7.3 | |||||
Diversey Care | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of business | $ 3,200 |
Discontinued Operations, Dive46
Discontinued Operations, Divestitures and Acquisitions - Summary of Operating Results (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net earnings from discontinued operations | [1] | $ 25.7 | $ 99.5 | $ 111.3 | $ 174.2 |
Diversey Care | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales | 434.6 | 651.5 | 1,667.5 | 1,924.4 | |
Cost of sales | 249.1 | 368.2 | 949.5 | 1,075.6 | |
Gross profit | 185.5 | 283.3 | 718 | 848.8 | |
Selling, general and administrative expenses | 131 | 206.2 | 537.8 | 635.1 | |
Amortization expense of intangible assets acquired | 7.7 | 19.3 | 23.9 | 62 | |
Operating profit | 46.8 | 57.8 | 156.3 | 151.7 | |
Other expense, net | (9) | (2.8) | (17) | (9.4) | |
Earnings from discontinued operations before income tax (benefit) provision | 37.8 | 55 | 139.3 | 142.3 | |
Income tax (benefit) provision from discontinued operations | 12.1 | (44.5) | 28 | (31.9) | |
Net earnings from discontinued operations | 25.7 | $ 99.5 | 111.3 | $ 174.2 | |
Income tax expense related to change in repatriation strategy of foreign earnings | 12.1 | 28 | |||
Adjustment To Prior Period Discontinued Operations, Depreciation And Amortization | Scenario, Adjustment | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Selling, general and administrative expenses | [2] | (6.1) | |||
Amortization expense of intangible assets acquired | [2] | (16.5) | |||
Income tax (benefit) provision from discontinued operations | $ 6.2 | ||||
Net earnings from discontinued operations | $ 16.4 | ||||
[1] | (2) For the nine months ended September 30, 2017, there was a revision to net earnings from discontinued operations, net of tax, on the Condensed Consolidated Statement of Operations related to depreciation and amortization on Diversey assets held for sale. As a result, net earnings from discontinued operations, net of tax, increased $16.4 million and increased basic and diluted shares by $0.09 per share. | ||||
[2] | Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details. |
Discontinued Operations, Dive47
Discontinued Operations, Divestitures and Acquisitions - Summary of Carrying Value of Assets and Liabilities (Details) - Diversey Care - Discontinued Operations, Held-for-sale - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash and cash equivalents | $ 0 | $ 30 |
Trade receivables, net | 3.1 | 438.2 |
Inventories | 0.5 | 203.2 |
Other receivables | 11.5 | 70.3 |
Prepaid expenses and other current assets | 0 | 80.6 |
Property and equipment, net | 0 | 170.6 |
Goodwill | 0 | 972.8 |
Intangible assets, net | 0 | 669.9 |
Deferred taxes | 0.1 | 50.7 |
Other non-current assets | 0 | 162 |
Total assets held for sale | 15.2 | 2,848.3 |
Liabilities: | ||
Short-term borrowings | 0 | 9.6 |
Current portion of long-term debt | 0 | 31.1 |
Accounts payable | 0 | 346.5 |
Other current liabilities | 0 | 296.1 |
Long-term debt | 0 | 175.7 |
Deferred taxes | 0 | 56.3 |
Other non-current liabilities | 0 | 269 |
Total liabilities held for sale | $ 0 | $ 1,184.3 |
Discontinued Operations, Dive48
Discontinued Operations, Divestitures and Acquisitions - Summary of Selected Financial Information (Details) - Diversey Care - Discontinued Operations, Held-for-sale - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Non-cash items included in net earnings from discontinued operations: | ||
Depreciation and amortization | $ 29.3 | $ 85.5 |
Share-based incentive compensation | 10.2 | 9.2 |
Profit sharing expense | 3 | 3.5 |
Provision for bad debt | 2.3 | 4 |
Capital expenditures | $ 11.9 | $ 14.7 |
Discontinued Operations, Dive49
Discontinued Operations, Divestitures and Acquisitions - Divestitures (Details) - Polystyrene Food Tray Business - Discontinued Operations, Held-for-sale BRL in Millions, $ in Millions | Dec. 31, 2017BRL | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | $ 4.9 | ||
Liabilities held for sale | $ 1.8 | ||
Scenario, Forecast | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Consideration | BRL 24 | $ 7.5 |
Discontinued Operations, Dive50
Discontinued Operations, Divestitures and Acquisitions - Acquisitions (Details) - USD ($) $ in Millions | Aug. 02, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,898.3 | $ 1,882.9 | |
Food Care | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 525.1 | $ 510.8 | |
Deltaplam Embalagens Industria e Comercio Ltda (Deltaplam) | Food Care | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 25.8 | ||
Goodwill | 8.1 | ||
Intangible assets assumed | $ 7.4 |
Segments - Additional Informati
Segments - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segment | Sep. 30, 2016USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 2 | |||
Change in Accounting Estimate [Line Items] | ||||
Adjusted EBITDA from continuing operations | $ 216.8 | $ 212.9 | $ 595 | $ 592.8 |
Modified calculation of Adjusted EBITDA to exclude interest income | Restatement Adjustment | ||||
Change in Accounting Estimate [Line Items] | ||||
Adjusted EBITDA from continuing operations | $ 1.6 | $ 5.3 |
Segments - Net Sales and Adjust
Segments - Net Sales and Adjusted EBITDA by Segment Reporting Structure (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 1,131.3 | $ 1,065.1 | $ 3,233.8 | $ 3,109.9 |
Adjusted EBITDA from continuing operations | $ 216.8 | $ 212.9 | $ 595 | $ 592.8 |
Adjusted EBITDA Margin | 19.20% | 20.00% | 18.40% | 19.10% |
Food Care | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA Margin | 22.10% | 23.00% | 21.70% | 22.30% |
Food Care | Product Concentration Risk | Net Sales | ||||
Segment Reporting Information [Line Items] | ||||
As a % of Total Company net sales | 63.30% | 63.50% | 63.40% | 63.60% |
Product Care | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA Margin | 20.80% | 22.60% | 20.10% | 21.60% |
Product Care | Product Concentration Risk | Net Sales | ||||
Segment Reporting Information [Line Items] | ||||
As a % of Total Company net sales | 36.70% | 36.50% | 36.60% | 36.40% |
Operating Segments | Food Care | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 716 | $ 676.2 | $ 2,051.1 | $ 1,979.2 |
Adjusted EBITDA from continuing operations | 158.3 | 155.6 | 446 | 440.7 |
Operating Segments | Product Care | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 415.3 | 388.9 | 1,182.7 | 1,130.7 |
Adjusted EBITDA from continuing operations | 86.5 | 88 | 237.7 | 243.8 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA from continuing operations | (28) | (30.7) | (88.7) | (91.7) |
Corporate | Diversey | ||||
Segment Reporting Information [Line Items] | ||||
Costs previously allocated to Diversey adjusted EBITDA depreciation and amortization | $ 2.8 | $ 3.5 | $ 13.7 | $ 10.4 |
Segments - Reconciliation of To
Segments - Reconciliation of Total Company Adjusted EBITDA to Net Earnings (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Net earnings from continuing operations | $ 62.4 | $ 63.8 | $ 37.8 | $ 141.1 |
Interest expense | (54) | (49.6) | (153.7) | (151.4) |
Interest income | 4.9 | 1.7 | 10.3 | 5.3 |
Income tax provision | 43.7 | 54.1 | 236.5 | 124.7 |
Depreciation and amortization | (42.7) | (39.6) | (116.3) | (113) |
Accelerated depreciation and amortization of fixed assets and intangible assets for Venezuelan subsidiaries | 0 | 0.1 | 0 | 0.8 |
Special items | ||||
Restructuring and other charges | (6.2) | (1.3) | (9.2) | (1.1) |
Other restructuring associated costs included in cost of sales and selling, general and administrative expenses | (2.9) | (5.2) | (12.7) | (13.2) |
SARs | 0 | 0.3 | 0 | (0.7) |
Foreign currency exchange loss related to Venezuelan subsidiaries | 0 | 0 | 0 | (1.6) |
(Loss) gain related to the sale of other businesses, investments and property, plant and equipment | (6.9) | 2.1 | (7.1) | 0 |
Other special items | (2.9) | (3.5) | (0.2) | (3.2) |
Pre-tax impact of Special items | (18.9) | (7.6) | (61) | (68.7) |
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations | 216.8 | 212.9 | 595 | 592.8 |
Ceasing Operations in Venezuela | ||||
Special items | ||||
Charges related to ceasing operations in Venezuela | 0 | 0 | 0 | (47.3) |
European Food Trays Business | ||||
Special items | ||||
Gain (loss) on sale of business | 0.2 | 0 | 2.3 | (1.6) |
Diversey | ||||
Special items | ||||
Gain (loss) on sale of business | (13.7) | 0 | (47.6) | 0 |
Settlement/curtailment benefits related to retained Diversey retirement plans | $ 13.5 | $ 0 | $ 13.5 | $ 0 |
Segments - Reconciliation of 54
Segments - Reconciliation of Total Company Adjusted EBITDA to Net Earnings - Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Total Company depreciation and amortization | $ 42.7 | $ 39.6 | $ 116.3 | $ 113 |
Share-based incentive compensation | 16.6 | 16.1 | 41.9 | 48.1 |
Restructuring and other charges | 6.2 | 1.3 | 9.2 | 1.1 |
Severance and termination benefits | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring and other charges | 0.3 | |||
Depreciation and amortization | ||||
Segment Reporting Information [Line Items] | ||||
Share-based incentive compensation | 12.3 | 12.2 | 31.2 | 37.6 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total Company depreciation and amortization | 4.6 | 6.9 | 6.3 | 16.1 |
Food Care | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring and other charges | 3.9 | 0.8 | 5.8 | 0.7 |
Food Care | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Company depreciation and amortization | 26.4 | 23.1 | 75.8 | 68.3 |
Product Care | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring and other charges | 2.3 | 0.5 | 3.4 | 0.4 |
Product Care | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Company depreciation and amortization | $ 11.7 | $ 9.6 | $ 34.2 | $ 28.6 |
Segments - Assets by Reportable
Segments - Assets by Reportable Segments (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | [1] | Dec. 31, 2015 | [1] |
Assets not allocated | ||||||
Cash and cash equivalents | $ 1,304.7 | $ 333.7 | $ 294 | $ 321.7 | ||
Property and equipment, net | 951 | 889.6 | ||||
Goodwill | 1,898.3 | 1,882.9 | ||||
Intangible assets, net | 44.8 | 40.1 | ||||
Other | 193.9 | 175.4 | ||||
Total assets | 5,939.4 | 7,399.2 | ||||
Food Care | ||||||
Assets not allocated | ||||||
Goodwill | 525.1 | 510.8 | ||||
Product Care | ||||||
Assets not allocated | ||||||
Goodwill | 1,373.2 | 1,372.1 | ||||
Operating Segments | ||||||
Trade receivables, net, and finished goods inventories, net | ||||||
Total segments | 853 | 721.3 | ||||
Operating Segments | Food Care | ||||||
Segment Reporting Information [Line Items] | ||||||
Trade Receivables And Finished Goods Inventories | 519 | 459.8 | ||||
Operating Segments | Product Care | ||||||
Segment Reporting Information [Line Items] | ||||||
Trade Receivables And Finished Goods Inventories | 334 | 261.5 | ||||
Assets not allocated | ||||||
Assets not allocated | ||||||
Cash and cash equivalents | 1,304.7 | 333.7 | ||||
Property and equipment, net | 951 | 889.6 | ||||
Goodwill | 1,898.3 | 1,882.9 | ||||
Intangible assets, net | 44.8 | 40.1 | ||||
Assets held for sale | 20.8 | 2,851.7 | ||||
Other | 866.8 | 679.9 | ||||
Total assets | $ 5,939.4 | $ 7,399.2 | ||||
[1] | Due to changes in the accounting treatment of a factoring agreement the Company reclassified amounts from cash and cash equivalents to other receivables of $8.7 million as of September 30, 2016. This reclassification resulted in an increase in cash provided by operating activities of $2.0 million for the nine months ended September 30, 2016. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Inventories: | ||
Raw materials | $ 91.6 | $ 81.5 |
Work in process | 143.6 | 114.4 |
Finished goods | 312.5 | 260.8 |
Total | $ 547.7 | $ 456.7 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Land and improvements | $ 43.9 | $ 41.6 |
Buildings | 696.1 | 600.2 |
Machinery and equipment | 2,237.8 | 2,091.5 |
Other property and equipment | 109.6 | 104.3 |
Construction-in-progress | 170.2 | 210.1 |
Property and equipment, gross | 3,257.6 | 3,047.7 |
Accumulated depreciation and amortization | (2,306.6) | (2,158.1) |
Property and equipment, net | $ 951 | 889.6 |
Venezuela | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (0.4) |
Property and Equipment, net - I
Property and Equipment, net - Interest Cost Capitalized and Depreciation and Amortization Expense for Property and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Interest cost capitalized | $ 1.8 | $ 3.2 | $ 7.8 | $ 7.1 |
Depreciation and amortization expense for property and equipment | $ 27.3 | $ 23.2 | $ 75.9 | $ 64.9 |
Goodwill and Identifiable Ass59
Goodwill and Identifiable Assets - Summary of Goodwill Balances by Segment Reporting Structure (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Carrying Value at beginning of period | $ 1,882.9 |
Acquisitions and divestitures | 6.9 |
Currency translation | 8.5 |
Carrying Value at end of Period | 1,898.3 |
Food Care | |
Goodwill [Roll Forward] | |
Carrying Value at beginning of period | 510.8 |
Acquisitions and divestitures | 7.2 |
Currency translation | 7.1 |
Carrying Value at end of Period | 525.1 |
Product Care | |
Goodwill [Roll Forward] | |
Carrying Value at beginning of period | 1,372.1 |
Acquisitions and divestitures | (0.3) |
Currency translation | 1.4 |
Carrying Value at end of Period | $ 1,373.2 |
Goodwill and Identifiable Ass60
Goodwill and Identifiable Assets - Summary of Identifiable Intangible Assets with Definite and Indefinite Useful Lives (Details) (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 129.3 | $ 113.2 |
Accumulated Amortization | (93.4) | (82) |
Net | 35.9 | 31.2 |
Total identifiable intangible assets | ||
Gross Carrying Value | 138.2 | 122.1 |
Net | 44.8 | 40.1 |
Trademarks and tradenames with indefinite lives | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks and tradenames with indefinite lives | 8.9 | 8.9 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 31.9 | 25 |
Accumulated Amortization | (19) | (17.5) |
Net | 12.9 | 7.5 |
Trademarks and tradenames with indefinite lives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 0.7 | 0.6 |
Accumulated Amortization | (0.3) | (0.2) |
Net | 0.4 | 0.4 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 48.7 | 42.6 |
Accumulated Amortization | (37.8) | (31.2) |
Net | 10.9 | 11.4 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 37.4 | 34.4 |
Accumulated Amortization | (26.7) | (24.2) |
Net | 10.7 | 10.2 |
Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 10.6 | 10.6 |
Accumulated Amortization | (9.6) | (8.9) |
Net | $ 1 | $ 1.7 |
Goodwill and Identifiable Ass61
Goodwill and Identifiable Assets - Remaining Estimated Future Amortization Expense (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Year | ||
Remainder of 2017 | $ 6.3 | |
2,018 | 12.8 | |
2,019 | 2.6 | |
2,020 | 2.9 | |
Thereafter | 11.3 | |
Net | $ 35.9 | $ 31.2 |
Accounts Receivable Securitiz62
Accounts Receivable Securitization Programs (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)bank | Sep. 30, 2016USD ($) | Sep. 30, 2017EUR (€) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Interest expense | $ 54,000,000 | $ 49,600,000 | $ 153,700,000 | $ 151,400,000 | |||
U.S. Accounts Receivable Securitization Program | |||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Interest expense | $ 600,000 | $ 400,000 | $ 1,000,000 | $ 1,100,000 | |||
U.S. Accounts Receivable Securitization Program | U.S. Program | |||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Number of banks involved in sale of fractional ownership interest of accounts receivable | bank | 2 | ||||||
Level of eligible assets available under accounts receivable securitization program | $ 60,000,000 | ||||||
Amount available for accounts receivable securitization program | $ 60,000,000 | ||||||
Amount utilized under accounts receivable securitization program | 0 | $ 0 | |||||
U.S. Accounts Receivable Securitization Program | Maximum | U.S. Program | |||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Maximum purchase limit for receivable interests under accounts receivable securitization program | 60,000,000 | ||||||
European Accounts Receivable Securitization Program | European Program | |||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Amount available for accounts receivable securitization program | € 79,200,000 | 93,300,000 | |||||
European Accounts Receivable Securitization Program | Maximum | European Program | |||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Maximum purchase limit for receivable interests under accounts receivable securitization program | € 80,000,000 | $ 94,300,000 |
Restructuring and Relocation 63
Restructuring and Relocation Activities - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Restructuring Cost and Reserve [Line Items] | |||
Accrued restructuring costs | $ 16.1 | $ 44.8 | |
Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Total estimated net cash cost | $ 120 | ||
Accrued restructuring costs | 16.2 | ||
Restructuring accrual | $ 1.5 |
Restructuring and Relocation 64
Restructuring and Relocation Activities - Schedule of Program Metrics (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)employee | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Total charges | $ 7.7 | $ 7.6 | $ 24.2 | $ 20.5 | |
Capital expenditures | 3.4 | $ 34.6 | $ 17.3 | $ 91.6 | |
Program | |||||
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 | $ 234 | ||||
Other expenses associated with the Program | 121 | ||||
Total estimated net cash cost | $ 120 | ||||
Total Cumulative Expense | 355 | 355 | |||
Cumulative capital expenditures | 231 | 231 | |||
Program | Minimum | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Costs of reduction in headcount as a result of reorganization | 245 | ||||
Other expenses associated with the Program | 145 | ||||
Total charges | 390 | ||||
Capital expenditures | 250 | ||||
Proceeds, foreign exchange and other cash items | (70) | ||||
Total estimated net cash cost | 570 | 570 | |||
Program | Maximum | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Costs of reduction in headcount as a result of reorganization | 255 | ||||
Other expenses associated with the Program | 150 | ||||
Total charges | 405 | ||||
Capital expenditures | 255 | ||||
Proceeds, foreign exchange and other cash items | (75) | ||||
Total estimated net cash cost | $ 585 | $ 585 |
Restructuring and Relocation 65
Restructuring and Relocation Activities - Restructuring Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Continuing Operations | ||||
Restructuring charges | $ 6.2 | $ 1.3 | $ 9.2 | $ 1.1 |
Total charges | 7.7 | 7.6 | 24.2 | 20.5 |
Capital expenditures | 3.4 | 34.6 | 17.3 | 91.6 |
Continuing Operations | ||||
Continuing Operations | ||||
Other associated costs | 2.9 | 5.2 | 12.7 | 13.2 |
Restructuring charges | 6.2 | 1.3 | 9.2 | 1.1 |
Total charges | 9.1 | 6.5 | 21.9 | 14.3 |
Discontinued Operations | ||||
Continuing Operations | ||||
Total charges | $ (1.4) | $ 1.1 | $ 2.3 | $ 6.2 |
Restructuring and Relocation 66
Restructuring and Relocation Activities - Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring accrual beginning balance | $ 47.4 |
Accrual and accrual adjustments | 9.2 |
Cash payments during 2017 | (32.2) |
Transfers as part of the sale of Diversey | (5.5) |
Effect of changes in foreign currency exchange rates | (1.2) |
Restructuring accrual at ending balance | $ 17.7 |
Debt and Credit Facilities - To
Debt and Credit Facilities - Total Debt Outstanding (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Short-term borrowings | $ 84 | $ 83 |
Current portion of long-term debt | 2 | 297 |
Total current debt | 86 | 380 |
Other | 2.9 | 3.3 |
Total long-term debt, less current portion | 3,219.4 | 3,762.6 |
Total debt | $ 3,305.4 | $ 4,142.6 |
Short-term debt, weighted average interest rate | 7.40% | 4.80% |
Long-term debt, weighted average interest rate | 5.30% | 4.70% |
Unamortized discounts and issuance costs | $ 30.9 | $ 36.3 |
Accounts Payable Under Financing Arrangements | ||
Debt Instrument [Line Items] | ||
Short-term borrowings | 43 | |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Short-term borrowings | $ 41 | 83 |
6.50% Senior Notes due December 2020 | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 6.50% | |
Senior notes | $ 423.4 | 423.1 |
4.875% Senior Notes due December 2022 | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 4.875% | |
Senior notes | $ 420.2 | 419.6 |
5.25% Senior Notes due April 2023 | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 5.25% | |
Senior notes | $ 420.2 | 419.7 |
4.50% Senior Notes due September 2023 | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 4.50% | |
Senior notes | $ 467.9 | 416.7 |
5.125% Senior Notes due December 2024 | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 5.125% | |
Senior notes | $ 420.6 | 420.2 |
5.50% Senior Notes due September 2025 | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 5.50% | |
Senior notes | $ 396.6 | 396.4 |
6.875% Senior Notes due July 2033 | ||
Debt Instrument [Line Items] | ||
Debt interest rate | 6.875% | |
Senior notes | $ 445.4 | 445.3 |
Term Loan A due July 2019 | ||
Debt Instrument [Line Items] | ||
Term loans | $ 222.2 | $ 818.3 |
Debt and Credit Facilities - Li
Debt and Credit Facilities - Lines of Credit (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Used lines of credit | $ 41 | $ 83 |
Unused lines of credit | 1,075.3 | 1,074.4 |
Total available lines of credit | 1,116.3 | 1,157.4 |
Committed Line Of Credit Facilities | ||
Line of Credit Facility [Line Items] | ||
Total available lines of credit | 853.3 | |
Other Current Assets | ||
Line of Credit Facility [Line Items] | ||
Cash held on deposit as compensating balance | $ 27.2 | $ 25.4 |
Debt and Credit Facilities - Re
Debt and Credit Facilities - Recent Activity (Details) - USD ($) $ in Millions | Mar. 25, 2017 | Jul. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Term Loan A due July 2019 | ||||
Extinguishment of Debt [Line Items] | ||||
Prepayment of term loan due July 2019 | $ 755.2 | $ 96.3 | $ 96.3 | |
Remaining balance, credit facility | $ 222.2 | $ 818.3 | ||
Term Loan A Facility due July 2017 | ||||
Extinguishment of Debt [Line Items] | ||||
Repayment of term loan A due July 2017 | $ 250 |
Derivatives and Hedging Activ70
Derivatives and Hedging Activities - Additional Information (Details) | Mar. 25, 2017USD ($) | Sep. 30, 2016USD ($) | Jul. 31, 2017USD ($) | Sep. 30, 2017USD ($)derivative | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)derivative | Sep. 30, 2016USD ($) | Dec. 31, 2016derivative | Jun. 30, 2015EUR (€) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Derivative [Line Items] | |||||||||||
Derivative, cash paid on settlement of hedge | $ 2,500,000 | ||||||||||
4.50% Senior Notes due September 2023 | |||||||||||
Derivative [Line Items] | |||||||||||
Debt interest rate | 4.50% | 4.50% | |||||||||
Delayed Draw Term Loan A Facility | |||||||||||
Derivative [Line Items] | |||||||||||
Notional amount of outstanding derivative | $ 100,000,000 | ||||||||||
Term Loan A due July 2019 | |||||||||||
Derivative [Line Items] | |||||||||||
Prepayment of term loan due July 2019 | $ 755,200,000 | $ 96,300,000 | $ 96,300,000 | ||||||||
Interest rate swaps | |||||||||||
Derivative [Line Items] | |||||||||||
Number of derivative instruments outstanding | derivative | 0 | 0 | 0 | ||||||||
Interest rate and currency swaps | |||||||||||
Derivative [Line Items] | |||||||||||
Notional amount of outstanding derivative | $ 100,000,000 | ||||||||||
Derivative notional amount settled | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||||||||
Amount received on derivative settlement | $ 4,900,000 | ||||||||||
Foreign currency forward contracts | Net Investment Hedge | |||||||||||
Derivative [Line Items] | |||||||||||
Notional amount of outstanding derivative | € | € 270,000,000 | ||||||||||
Cumulative translation adjustment loss before tax | $ 3,500,000 | $ 3,500,000 | |||||||||
Cumulative translation adjustment loss, after tax | 2,200,000 | 2,200,000 | |||||||||
Foreign currency forward contracts | Designated as Hedging Instruments | |||||||||||
Derivative [Line Items] | |||||||||||
Net unrealized after-tax gains/(losses) related to contracts included in other comprehensive income | (900,000) | $ 1,300,000 | (5,700,000) | $ (800,000) | |||||||
Net unrealized derivative losses included in AOCI to be reclassified into earnings in next twelve months | 400,000 | ||||||||||
EUR - Denominated debt | Net Investment Hedge | 4.50% Senior Notes due September 2023 | |||||||||||
Derivative [Line Items] | |||||||||||
Debt instrument face amount | € | € 400,000,000 | ||||||||||
Debt interest rate | 4.50% | ||||||||||
EUR - Denominated debt | Designated as Hedging Instruments | Net Investment Hedge | |||||||||||
Derivative [Line Items] | |||||||||||
Fair value of liability derivatives | 21,500,000 | 21,500,000 | |||||||||
Fair value of liability derivatives, after tax | 13,300,000 | 13,300,000 | |||||||||
Cross-currency swaps | Net Investment Hedge | |||||||||||
Derivative [Line Items] | |||||||||||
Notional amount of outstanding derivative | $ 425,000,000 | ||||||||||
Cross-currency swaps | Designated as Hedging Instruments | Net Investment Hedge | |||||||||||
Derivative [Line Items] | |||||||||||
Fair value of liability derivatives | $ 61,900,000 | 61,900,000 | |||||||||
Semi-annual interest settlement resulted in AOCI | 17,700,000 | ||||||||||
Semi-annual interest settlement resulted in AOCI after tax | $ (44,200,000) |
Derivatives and Hedging Activ71
Derivatives and Hedging Activities - Fair Value of Derivative Instruments (Details) € in Millions, $ in Millions | Sep. 30, 2017EUR (€) | Sep. 30, 2017USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) |
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | $ 3.6 | $ 40.2 | ||
Total Derivative Liabilities | (14.3) | (16.9) | ||
Net Derivatives | (10.7) | 23.3 | ||
Long-term debt, less current portion | 3,219.4 | 3,762.6 | ||
Reclassified to liabilities held for sale | (1.8) | (683.3) | ||
Reclassified to assets held for sale | 20.8 | 825.7 | ||
Foreign currency forward contracts | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 3.6 | 16.3 | ||
Total Derivative Liabilities | (14.3) | (11.6) | ||
Reclassified to liabilities held for sale | (1.4) | |||
Interest rate and currency swaps | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 0 | 23.9 | ||
Reclassified to assets held for sale | 23.9 | |||
Cross-currency swaps | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Liabilities | 0 | (5.3) | ||
Designated as Hedging Instruments | Foreign currency forward contracts | ||||
Derivatives not designated as hedging instruments: | ||||
Long-term debt, less current portion | € 400 | 467.9 | € 416.7 | 416.7 |
Designated as Hedging Instruments | Cash Flow | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 0.2 | 28.8 | ||
Total Derivative Liabilities | (3) | (0.1) | ||
Net Derivatives | (2.8) | 28.7 | ||
Designated as Hedging Instruments | Cash Flow | Foreign currency forward contracts | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 0.2 | 4.9 | ||
Total Derivative Liabilities | (3) | (0.1) | ||
Designated as Hedging Instruments | Cash Flow | Interest rate and currency swaps | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 0 | 23.9 | ||
Designated as Hedging Instruments | Cash Flow | Cross-currency swaps | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Liabilities | 0 | 0 | ||
Designated as Hedging Instruments | Net Investment Hedge | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 0 | 0 | ||
Total Derivative Liabilities | 0 | (5.3) | ||
Net Derivatives | 0 | (5.3) | ||
Designated as Hedging Instruments | Net Investment Hedge | Foreign currency forward contracts | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 0 | 0 | ||
Total Derivative Liabilities | 0 | 0 | ||
Designated as Hedging Instruments | Net Investment Hedge | Interest rate and currency swaps | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 0 | 0 | ||
Designated as Hedging Instruments | Net Investment Hedge | Cross-currency swaps | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Liabilities | 0 | (5.3) | ||
Non-Designated | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 3.4 | 11.4 | ||
Total Derivative Liabilities | (11.3) | (11.5) | ||
Net Derivatives | (7.9) | (0.1) | ||
Non-Designated | Foreign currency forward contracts | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 3.4 | 11.4 | ||
Total Derivative Liabilities | (11.3) | (11.5) | ||
Non-Designated | Interest rate and currency swaps | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Assets | 0 | 0 | ||
Non-Designated | Cross-currency swaps | ||||
Derivatives not designated as hedging instruments: | ||||
Total Derivative Liabilities | $ 0 | $ 0 |
Derivatives and Hedging Activ72
Derivatives and Hedging Activities - Offsetting Assets (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Offsetting Assets [Line Items] | ||
Gross position | $ 3.6 | $ 40.2 |
Other Current Assets | ||
Offsetting Assets [Line Items] | ||
Gross position | 3.5 | 22.6 |
Reclassified to held for sale | 0 | (7.3) |
Impact of master netting agreements | (0.1) | (0.2) |
Net amounts recognized on the Condensed Consolidated Balance Sheet | 3.4 | 15.1 |
Other Non-current Assets | ||
Offsetting Assets [Line Items] | ||
Gross position | 0 | 17.6 |
Reclassified to held for sale | 0 | (17.6) |
Impact of master netting agreements | 0 | 0 |
Net amounts recognized on the Condensed Consolidated Balance Sheet | $ 0 | $ 0 |
Derivatives and Hedging Activ73
Derivatives and Hedging Activities - Offsetting Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Offsetting Liabilities [Line Items] | ||
Gross position | $ (14.3) | $ (16.9) |
Other Current Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross position | (14.2) | (11.6) |
Reclassified to held for sale | 0 | 2.3 |
Impact of master netting agreements | 0.1 | 0.2 |
Net amounts recognized on the Condensed Consolidated Balance Sheet | (14.1) | (9.1) |
Other Non-current Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross position | 0 | (5.3) |
Reclassified to held for sale | 0 | 0 |
Impact of master netting agreements | 0 | 0 |
Net amounts recognized on the Condensed Consolidated Balance Sheet | $ 0 | $ (5.3) |
Derivatives and Hedging Activ74
Derivatives and Hedging Activities - Effect of Derivative Instruments on Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | $ (16.1) | $ (7.3) | $ (9.4) | $ (49.7) |
Derivatives designated as hedging instruments | Interest rate and currency swaps | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | (2) | 1.2 | (1) | (20.5) |
Interest expense (income) | (0.4) | (1.5) | (2.5) | (4) |
Derivatives designated as hedging instruments | Cash Flow Hedge | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | (2.4) | (1.5) | (1.5) | (25.4) |
Derivatives designated as hedging instruments | Cash Flow Hedge | Foreign currency forward contracts | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | (0.1) | (1.1) | 1.8 | (0.9) |
Derivatives designated as hedging instruments | Cash Flow Hedge | Interest rate and currency swaps | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | (2.3) | (0.4) | (3.4) | (24.6) |
Derivatives designated as hedging instruments | Cash Flow Hedge | Treasury locks | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 0 | 0 | 0.1 | 0.1 |
Derivatives designated as hedging instruments | Fair Value Hedges | Interest rate swaps | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 0.2 | 0.2 | 0.4 | 0.4 |
Derivatives not designated as hedging instruments | Foreign currency forward contracts | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | (13.9) | (6) | (8.3) | (24.7) |
Derivatives not designated as hedging instruments | Foreign currency forward contracts | Discontinued Operations | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | $ 0.1 | $ 3.5 | $ 3.7 | $ (17.8) |
Fair Value Measurements and O75
Fair Value Measurements and Other Financial Instruments - Fair Value Hierarchy of Financial Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 771.4 | $ 71.3 |
Compensating balance deposits | 27.2 | 52.9 |
Foreign currency forward contracts and options | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | (10.7) | |
Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 4.7 | |
Interest rate and currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 23.9 | |
Cross-currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | (5.3) | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 771.4 | 71.3 |
Compensating balance deposits | 27.2 | 52.9 |
Level 1 | Foreign currency forward contracts and options | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0 | |
Level 1 | Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0 | |
Level 1 | Interest rate and currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0 | |
Level 1 | Cross-currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Compensating balance deposits | 0 | 0 |
Level 2 | Foreign currency forward contracts and options | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | (10.7) | |
Level 2 | Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 4.7 | |
Level 2 | Interest rate and currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 23.9 | |
Level 2 | Cross-currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | (5.3) | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Compensating balance deposits | 0 | 0 |
Level 3 | Foreign currency forward contracts and options | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | $ 0 | |
Level 3 | Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0 | |
Level 3 | Interest rate and currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0 | |
Level 3 | Cross-currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | $ 0 |
Fair Value Measurements and O76
Fair Value Measurements and Other Financial Instruments - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Certificates of deposits maturity period | 3 months |
Fair Value Measurements and O77
Fair Value Measurements and Other Financial Instruments - Carrying Amounts and Estimated Fair Values of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
6.50% Senior Notes due December 2020 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 6.50% | |
4.875% Senior Notes due December 2022 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 4.875% | |
5.25% Senior Notes due April 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 5.25% | |
4.50% Senior Notes due September 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 4.50% | |
5.125% Senior Notes due December 2024 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 5.125% | |
5.50% Senior Notes due September 2025 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 5.50% | |
6.875% Senior Notes due July 2033 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 6.875% | |
Carrying Amount | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other foreign loans | $ 44.2 | $ 78.9 |
Other domestic loans | 44.7 | 21.4 |
Total debt | 3,305.4 | 4,359 |
Carrying Amount | Less amounts included as liabilities held for sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt | 0 | 216.4 |
Carrying Amount | Total debt from continuing operations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt | 3,305.4 | 4,142.6 |
Carrying Amount | 6.50% Senior Notes due December 2020 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 423.4 | 423.1 |
Carrying Amount | 4.875% Senior Notes due December 2022 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 420.2 | 419.6 |
Carrying Amount | 5.25% Senior Notes due April 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 420.2 | 419.7 |
Carrying Amount | 4.50% Senior Notes due September 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 467.9 | 416.7 |
Carrying Amount | 5.125% Senior Notes due December 2024 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 420.6 | 420.2 |
Carrying Amount | 5.50% Senior Notes due September 2025 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 396.6 | 396.4 |
Carrying Amount | 6.875% Senior Notes due July 2033 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 445.4 | 445.3 |
Carrying Amount | Term Loan A Facility due July 2017 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Term Loan A Facility | 0 | 249.9 |
Carrying Amount | Term Loan A Facility due July 2019 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Term Loan A Facility | 222.2 | 1,067.8 |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other foreign loans | 44.8 | 79.2 |
Other domestic loans | 44.7 | 21.3 |
Total debt | 3,648.6 | 4,546.4 |
Fair Value | Less amounts included as liabilities held for sale | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt | 0 | 216.4 |
Fair Value | Total debt from continuing operations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt | 3,648.6 | 4,330 |
Fair Value | 6.50% Senior Notes due December 2020 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 473.1 | 477.3 |
Fair Value | 4.875% Senior Notes due December 2022 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 452.1 | 437.6 |
Fair Value | 5.25% Senior Notes due April 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 456.9 | 441.1 |
Fair Value | 4.50% Senior Notes due September 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 534.2 | 453.4 |
Fair Value | 5.125% Senior Notes due December 2024 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 456.3 | 437.3 |
Fair Value | 5.50% Senior Notes due September 2025 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 438.6 | 418.8 |
Fair Value | 6.875% Senior Notes due July 2033 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 525.7 | 462.7 |
Fair Value | Term Loan A Facility due July 2017 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Term Loan A Facility | 0 | 249.9 |
Fair Value | Term Loan A Facility due July 2019 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Term Loan A Facility | $ 222.2 | $ 1,067.8 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 41.20% | 45.90% | 86.20% | 46.90% |
Defined Benefit Pension Plans79
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans - Components of Net Periodic Benefit Cost (Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Components of net periodic benefit cost or (income): | ||||
Service cost | $ 2.1 | $ 2.6 | $ 6.1 | $ 7.8 |
Interest cost | 7.4 | 8.4 | 21.5 | 25.1 |
Expected return on plan assets | (13) | (11.6) | (38.2) | (34.7) |
Amortization of net prior service cost | (0.1) | 0.1 | (0.2) | 0.2 |
Amortization of net actuarial loss | 2.8 | 3 | 8.4 | 8.4 |
Net periodic benefit (income) cost | (0.8) | 2.5 | (2.4) | 6.8 |
Cost (income) of settlement/curtailment | 1.3 | 0.3 | 2.6 | 0.1 |
Total benefit (income) cost | 0.5 | 2.8 | 0.2 | 6.9 |
U.S. | ||||
Components of net periodic benefit cost or (income): | ||||
Service cost | 0 | 0.2 | 0.1 | 0.4 |
Interest cost | 1.6 | 2 | 5.1 | 5.8 |
Expected return on plan assets | (2.4) | (2.5) | (7.3) | (7.5) |
Amortization of net prior service cost | 0 | 0 | 0 | 0 |
Amortization of net actuarial loss | 0.2 | 0.7 | 0.6 | 1.7 |
Net periodic benefit (income) cost | (0.6) | 0.4 | (1.5) | 0.4 |
Cost (income) of settlement/curtailment | 0.4 | 0 | 1.2 | 0 |
Total benefit (income) cost | (0.2) | 0.4 | (0.3) | 0.4 |
International | ||||
Components of net periodic benefit cost or (income): | ||||
Service cost | 2.1 | 2.4 | 6 | 7.4 |
Interest cost | 5.8 | 6.4 | 16.4 | 19.3 |
Expected return on plan assets | (10.6) | (9.1) | (30.9) | (27.2) |
Amortization of net prior service cost | (0.1) | 0.1 | (0.2) | 0.2 |
Amortization of net actuarial loss | 2.6 | 2.3 | 7.8 | 6.7 |
Net periodic benefit (income) cost | (0.2) | 2.1 | (0.9) | 6.4 |
Cost (income) of settlement/curtailment | 0.9 | 0.3 | 1.4 | 0.1 |
Total benefit (income) cost | 0.7 | 2.4 | 0.5 | 6.5 |
Other employee benefit plans | ||||
Components of net periodic benefit cost or (income): | ||||
Service cost | 0 | 0.1 | 0.1 | 0.2 |
Interest cost | 0.4 | 0.5 | 1.3 | 1.4 |
Amortization of net prior service cost | (0.3) | (0.5) | (1.1) | (1.2) |
Amortization of net actuarial loss | 0 | 0 | (0.1) | 0 |
Net periodic benefit (income) cost | 0.1 | 0.1 | 0.2 | 0.4 |
Cost (income) of settlement/curtailment | (13.5) | 0 | (13.5) | 0 |
Total benefit (income) cost | $ (13.4) | $ 0.1 | $ (13.3) | $ 0.4 |
Defined Benefit Pension Plans80
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans - Net Period Benefit Costs Charged to Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Total expense (income) included in discontinued operations | $ 0.5 | $ 2.8 | $ 0.2 | $ 6.9 |
Discontinued Operations | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total expense (income) included in discontinued operations | 0 | 1.3 | (0.4) | 3.7 |
Defined benefit pension plans | Discontinued Operations | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total expense (income) included in discontinued operations | (0.1) | 1.2 | (0.5) | 3.6 |
Other employee benefit plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total expense (income) included in discontinued operations | (13.4) | 0.1 | (13.3) | 0.4 |
Other employee benefit plans | Discontinued Operations | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total expense (income) included in discontinued operations | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Defined Benefit Pension Plans81
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans - Narrative (Details) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
U.S. plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average expected long-term rate of return on plan assets | 6.70% | 6.70% |
International plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average expected long-term rate of return on plan assets | 5.00% | 4.50% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Increase in unrecognized tax benefits related to settlement payment | $ 104 |
Income tax refund | $ 235.2 |
Stockholders' Equity - Repurcha
Stockholders' Equity - Repurchase of Common Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | May 31, 2017 | Mar. 31, 2017 | Jul. 31, 2015 | Aug. 31, 2007 | |
July 2015 Repurchase Program | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 1,500,000,000 | |||||||||
Stock repurchase program, number of shares authorized to be repurchased | 20,000,000 | |||||||||
Stock repurchase program, authorized increase | $ 1,500,000,000 | |||||||||
Number of shares repurchased | 1,661,782 | 3,545,828 | 5,198,090 | 4,680,313 | ||||||
Value of shares repurchased | $ 72,400,000 | $ 165,000,000 | $ 227,700,000 | $ 217,000,000 | ||||||
Accelerated Share Repurchase Agreement | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 400,000,000 | $ 400,000,000 | 400,000,000 | $ 150,000,000 | ||||||
Number of shares repurchased | 7,368,179 | 2,914,955 | ||||||||
Value of shares repurchased | $ 320,000,000 | |||||||||
Stock repurchase program, remaining authorization | $ 129,600,000 | |||||||||
Average price per share (in dollars per share) | $ 44.47 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends (Details) $ / shares in Units, $ in Millions | Sep. 15, 2017USD ($)$ / shares |
Equity [Abstract] | |
Quarterly cash dividend (in dollars per share) | $ / shares | $ 0.16 |
Amount of quarterly cash dividend declared | $ | $ 30.3 |
Stockholders' Equity - Total Sh
Stockholders' Equity - Total Share-based Incentive Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based incentive compensation expense | $ 16.6 | $ 16.1 | $ 41.9 | $ 48.1 |
Equity award modification | 2.1 | |||
Discontinued Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based incentive compensation expense | $ 4 | $ 3.4 | $ 10.2 | $ 9.2 |
Stockholders' Equity - New Hire
Stockholders' Equity - New Hire Equity Awards (Details) | Sep. 18, 2017award$ / sharesshares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of equity awards | award | 2 |
Time-vesting New Hire Award | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of equity awards | award | 1 |
Time-vesting New Hire Award grants (in shares) | shares | 30,000 |
Grant date fair value (in dollars per share) | $ 42.89 |
Performance-vesting New Hire Award | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Time-vesting New Hire Award grants (in shares) | shares | 70,000 |
Grant date fair value (in dollars per share) | $ 10.63 |
Target level for determination of performance goals measures | 100.00% |
Performance-vesting New Hire Award | Tranche One | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Cumulative total stockholder return rate | 33.00% |
Performance-vesting New Hire Award | Tranche One | Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 60 |
Performance-vesting New Hire Award | Tranche Two | Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share price (in dollars per share) | $ 75 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Assumptions Used to Calculate the Grant Date Fair Value (Details) - $ / shares | Sep. 18, 2017 | Sep. 30, 2017 |
Performance-vesting New Hire Award | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value on grant date (in dollars per share) | $ 10.63 | |
Expected price volatility | 25.00% | |
Risk-free interest rate | 1.60% | |
TSR | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value on grant date (in dollars per share) | $ 46.07 | |
Expected price volatility | 25.00% | |
Risk-free interest rate | 1.60% |
Stockholders' Equity - PSU Awar
Stockholders' Equity - PSU Awards (Details) - shares | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2017 | Feb. 28, 2017 | Sep. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Period in the beginning of each year to award PSU's | 90 days | ||
Performance period | 3 years | ||
2017 Three-year PSU Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
PSU awards performance period | 3 years | ||
Target level for the determination of performance goals and measures for adjusted EBITDA goal | 34.00% | ||
Weighted average return on total shareholders | 33.00% | ||
Weighted average net sales compound average growth rate On Capital | 33.00% | ||
2017 Three-year PSU Awards | Minimum | |||
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 | Maximum | |||
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 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
PSU awards performance period | 3 years | ||
Shares to be issued as percentage of target shares under performance incentive plan | 196.00% | ||
Shares to be issued under performance incentive plan (in shares) | 636,723 | ||
2014 Special PSU Awards | First tranche | |||
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 (in shares) | 749,653 | ||
Remaining percentage of award to be issued | 50.00% |
Stockholders' Equity - Number o
Stockholders' Equity - Number of PSUs Granted and Grant Date Fair Value of PSUs (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Jun. 30, 2017 | Sep. 30, 2017 | |
TSR | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units granted (in shares) | 100,958 | |
Fair value on grant date (in dollars per share) | $ 46.07 | |
PSU awards performance period | 3 years | |
Net Sales CAGR | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units granted (in shares) | 99,522 | |
Fair value on grant date (in dollars per share) | $ 45.36 | |
Adjusted EBITDA | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of units granted (in shares) | 99,522 | |
Fair value on grant date (in dollars per share) | $ 45.36 |
Accumulated Other Comprehensi90
Accumulated Other Comprehensive Income (Loss) - Details of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 609.7 | |||
Other comprehensive income (loss) before reclassifications | 107.8 | $ (19) | ||
Less: amounts reclassified from accumulated other comprehensive income (loss) | 5.4 | (19.9) | ||
Other comprehensive income (loss), net of taxes | $ 84.7 | $ (15.4) | 113.2 | (38.9) |
Ending balance | 760.6 | 760.6 | ||
Unrecognized pension items | 173.4 | |||
Cumulative translation adjustments in other comprehensive income (loss) | 454.7 | |||
Unrecognized Pension Items | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (276.7) | (266) | ||
Other comprehensive income (loss) before reclassifications | 175 | (3.6) | ||
Less: amounts reclassified from accumulated other comprehensive income (loss) | 4.9 | 9.2 | ||
Other comprehensive income (loss), net of taxes | 179.9 | 5.6 | ||
Ending balance | (96.8) | (260.4) | (96.8) | (260.4) |
Cumulative Translation Adjustment | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (701.9) | (564) | ||
Other comprehensive income (loss) before reclassifications | 5.5 | 19.4 | ||
Less: amounts reclassified from accumulated other comprehensive income (loss) | 0 | (46) | ||
Other comprehensive income (loss), net of taxes | 5.5 | (26.6) | ||
Ending balance | (696.4) | (590.6) | (696.4) | (590.6) |
Cumulative Translation Adjustment | Intra-entity transactions | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Intra-entity currency translation adjustment in AOCI | (52.2) | (31.4) | (52.2) | (31.4) |
Unrecognized Gains (Losses) on Derivative Instruments | Net Investment Hedge | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 21 | 1.7 | ||
Other comprehensive income (loss) before reclassifications | (64) | (15.4) | ||
Less: amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | ||
Other comprehensive income (loss), net of taxes | (64) | (15.4) | ||
Ending balance | (43) | (13.7) | (43) | (13.7) |
Unrecognized Gains (Losses) on Derivative Instruments | Cash Flow Hedge | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 8.5 | 8.3 | ||
Other comprehensive income (loss) before reclassifications | (8.7) | (19.4) | ||
Less: amounts reclassified from accumulated other comprehensive income (loss) | 0.5 | 16.9 | ||
Other comprehensive income (loss), net of taxes | (8.2) | (2.5) | ||
Ending balance | 0.3 | 5.8 | 0.3 | 5.8 |
Accumulated Other Comprehensive Income (Loss), Net of Taxes | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (949.1) | (820) | ||
Ending balance | $ (835.9) | $ (858.9) | $ (835.9) | $ (858.9) |
Accumulated Other Comprehensi91
Accumulated Other Comprehensive Income (Loss) - Detail of Amount Reclassified from Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Total reclassifications for the period | $ (5.4) | $ 19.9 | ||||
Charges related to Venezuelan subsidiaries | [1] | $ 0 | $ 0 | 0 | (46) | [2] |
Other income (expense), net | 0 | 0.4 | (6.2) | 1.4 | ||
Earnings from discontinued operations before income tax provision | [3] | 25.7 | 99.5 | 111.3 | 174.2 | |
Interest expense | (54) | (49.6) | (153.7) | (151.4) | ||
Earnings before income tax provision | 106.1 | 117.9 | 274.3 | 265.8 | ||
Tax (expense) benefit | (43.7) | (54.1) | (236.5) | (124.7) | ||
Net earnings available to common stockholders | 787.4 | 163.3 | 848.4 | 315.3 | [2] | |
Defined benefit pension plans and other post-employment benefits | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Total reclassifications for the period | (4.9) | (9.2) | ||||
Reclassification from cumulative translation adjustment | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Total reclassifications for the period | 0 | 46 | ||||
Total reclassifications for the period | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Total reclassifications for the period | (2.8) | (6.6) | (5.4) | 19.9 | ||
Total reclassifications for the period | Prior service costs | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Total pre-tax amount | 0.4 | 0.4 | 1.3 | 1 | ||
Total reclassifications for the period | Actuarial losses | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Total pre-tax amount | (2.8) | (3) | (8.3) | (8.4) | ||
Total reclassifications for the period | Defined benefit pension plans and other post-employment benefits | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Total pre-tax amount | (2.4) | (2.6) | (7) | (7.4) | ||
Tax (expense) benefit | 1 | (3) | 2.1 | (1.8) | ||
Total reclassifications for the period | (1.4) | (5.6) | (4.9) | (9.2) | ||
Total reclassifications for the period | Reclassification from cumulative translation adjustment | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Charges related to Venezuelan subsidiaries | 0 | 0 | 0 | 46 | ||
Total reclassifications for the period | Net gains (losses) on cash flow hedging derivatives | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Earnings before income tax provision | (2.2) | (1.3) | (1.1) | (25) | ||
Tax (expense) benefit | 0.8 | 0.3 | 0.6 | 8.1 | ||
Net earnings available to common stockholders | (1.4) | (1) | (0.5) | (16.9) | ||
Total reclassifications for the period | Net gains (losses) on cash flow hedging derivatives | Foreign currency forward contracts | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Other income (expense), net | (0.1) | (1.1) | 1.8 | (0.9) | ||
Total reclassifications for the period | Net gains (losses) on cash flow hedging derivatives | Interest rate and currency swaps | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Earnings from discontinued operations before income tax provision | (2.1) | (0.2) | (3) | (24.2) | ||
Total reclassifications for the period | Net gains (losses) on cash flow hedging derivatives | Treasury locks | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Interest expense | $ 0 | $ 0 | $ 0.1 | $ 0.1 | ||
[1] | Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details. | |||||
[2] | Due to changes in the accounting treatment of a factoring agreement the Company reclassified amounts from cash and cash equivalents to other receivables of $8.7 million as of September 30, 2016. This reclassification resulted in an increase in cash provided by operating activities of $2.0 million for the nine months ended September 30, 2016. | |||||
[3] | (2) For the nine months ended September 30, 2017, there was a revision to net earnings from discontinued operations, net of tax, on the Condensed Consolidated Statement of Operations related to depreciation and amortization on Diversey assets held for sale. As a result, net earnings from discontinued operations, net of tax, increased $16.4 million and increased basic and diluted shares by $0.09 per share. |
Other (Expense) Income, net (De
Other (Expense) Income, net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | ||||
Interest and dividend income | $ 4.9 | $ 1.7 | $ 10.3 | $ 5.3 |
Net foreign exchange transaction (losses) gains | (0.3) | 0.9 | (7.8) | 5.7 |
Bank fee expense | (1.4) | (1.2) | (4.6) | (3.9) |
Net (loss) gain on disposals of business and property and equipment | (0.9) | 0.2 | 1.3 | (2.9) |
Other, net | (2.3) | (1.2) | (5.4) | (2.8) |
Other (expense) income, net | $ 0 | $ 0.4 | $ (6.2) | $ 1.4 |
Net Earnings Per Common Share93
Net Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Numerator | |||||
Net earnings available to common stockholders | $ 787.4 | $ 163.3 | $ 848.4 | $ 315.3 | [1] |
Distributed and allocated undistributed net loss to non-vested restricted stockholders | (5) | (1.2) | (5.3) | (2.2) | |
Distributed and allocated undistributed net earnings to common stockholders | 782.4 | 162.1 | 843.1 | 313.1 | |
Distributed net (loss) earnings - dividends paid to common stockholders | (30.1) | (31.3) | (91.5) | (88) | |
Allocation of undistributed net earnings to common stockholders | $ 752.3 | $ 130.8 | $ 751.6 | $ 225.1 | |
Denominator | |||||
Weighted average number of common shares outstanding - basic | 186.9 | 194.1 | 190.9 | 195 | |
Basic net earnings per common share: | |||||
Distributed net earnings to common stockholders (in dollars per share) | $ 0.16 | $ 0.16 | $ 0.48 | $ 0.45 | |
Allocated undistributed net earnings to common stockholders (in dollars per share) | 4.03 | 0.68 | 3.94 | 1.15 | |
Net earnings per common share - basic (in dollars per share) | $ 4.19 | $ 0.84 | $ 4.42 | $ 1.60 | |
Numerator | |||||
Distributed and allocated undistributed net earnings to common stockholders | $ 782.4 | $ 162.1 | $ 843.1 | $ 313.1 | |
Add: Allocated undistributed net earnings to unvested restricted stockholders | 4.8 | 1.1 | 4.8 | 1.7 | |
Less: Undistributed net earnings (loss) reallocated to non-vested restricted stockholders | (4.8) | (1.1) | (4.8) | (1.7) | |
Net earnings available to common stockholders - diluted | $ 782.4 | $ 162.1 | $ 843.1 | $ 313.1 | |
Denominator | |||||
Weighted average number of common shares outstanding - basic | 186.9 | 194.1 | 190.9 | 195 | |
Effect of contingently issuable shares (in shares) | 0.7 | 1 | 0.7 | 0.9 | |
Effect of unvested restricted stock units (in shares) | 0.7 | 0.9 | 0.7 | 0.9 | |
Weighted average number of common shares outstanding - diluted under two-class | 188.3 | 196 | 192.3 | 196.8 | |
Effect of unvested restricted stock - participating security (in shares) | 0.6 | 0.7 | 0.6 | 0.7 | |
Weighted average number of common shares outstanding - diluted under treasury stock | 188.9 | 196.7 | 192.9 | 197.5 | |
Diluted net earnings per common share (in dollars per share) | $ 4.15 | $ 0.83 | $ 4.37 | $ 1.59 | |
[1] | Due to changes in the accounting treatment of a factoring agreement the Company reclassified amounts from cash and cash equivalents to other receivables of $8.7 million as of September 30, 2016. This reclassification resulted in an increase in cash provided by operating activities of $2.0 million for the nine months ended September 30, 2016. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 05, 2017 | Oct. 02, 2017 | Sep. 15, 2017 |
Subsequent Event [Line Items] | |||
Quarterly cash dividend (in dollars per share) | $ 0.16 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Quarterly cash dividend (in dollars per share) | $ 0.16 | ||
Subsequent Event | Fagerdala Singapore Pte Ltd. | Product Care | |||
Subsequent Event [Line Items] | |||
Percentage of shares acquired | 100.00% | ||
Cash paid to acquire business | $ 100 |