Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Platform Specialty Products Corp | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 284,247,248 | ||
Entity Public Float | $ 1,320 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,590,714 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 3,585,900,000 | $ 2,542,300,000 | $ 843,200,000 |
Cost of sales | 2,078,200,000 | 1,550,400,000 | 446,600,000 |
Gross profit | 1,507,700,000 | 991,900,000 | 396,600,000 |
Operating expenses: | |||
Selling, technical, general and administrative | 1,123,300,000 | 857,500,000 | 360,900,000 |
Research and development | 84,400,000 | 62,800,000 | 26,200,000 |
Goodwill impairment | 46,600,000 | 0 | 0 |
Total operating expenses | 1,254,300,000 | 920,300,000 | 387,100,000 |
Operating profit | 253,400,000 | 71,600,000 | 9,500,000 |
Other (expense) income: | |||
Interest expense, net | (375,700,000) | (213,900,000) | (37,900,000) |
(Loss) gain on derivative contracts | (12,500,000) | (74,000,000) | 400,000 |
Foreign exchange loss | (14,100,000) | (43,400,000) | (2,700,000) |
Other income (expense), net | 100,800,000 | 30,400,000 | (200,000) |
Total other expense | (301,500,000) | (300,900,000) | (40,400,000) |
Loss before income taxes and non-controlling interests | (48,100,000) | (229,300,000) | (30,900,000) |
Income tax (expense) benefit | (28,600,000) | (75,100,000) | 6,700,000 |
Net loss | (76,700,000) | (304,400,000) | (24,200,000) |
Net loss (income) attributable to the non-controlling interests | 3,000,000 | (4,200,000) | (5,700,000) |
Net loss attributable to stockholders | (73,700,000) | (308,600,000) | (29,900,000) |
Stock dividend on Founder's preferred shares | 0 | 0 | (232,700,000) |
Gain on amendment of Series B Convertible Preferred Stock | 32,900,000 | 0 | 0 |
Net loss attributable to common stockholders | $ (40,800,000) | $ (308,600,000) | $ (262,600,000) |
Loss per share attributable to common stockholders | |||
Basic (in dollars per share) | $ (0.17) | $ (1.52) | $ (1.94) |
Diluted (in dollars per share) | $ (0.65) | $ (1.52) | $ (1.94) |
Weighted average common shares outstanding | |||
Basic (in shares) | 243.3 | 203.2 | 135.3 |
Diluted (in Shares) | 272.3 | 203.2 | 135.3 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (76.7) | $ (304.4) | $ (24.2) |
Other comprehensive income (loss) | |||
Foreign currency translation adjustments | 204.6 | (777.1) | (121.6) |
Pension and post-retirement plans: | |||
Net actuarial gain (loss) arising during the period | 5.9 | (14.7) | (25.3) |
Translation adjustment | 2.5 | 0.1 | 0.6 |
Pension and post-retirement plans | 8.4 | (14.6) | (24.7) |
Tax (expense) benefit | (0.9) | 3.2 | 8 |
Gain (loss) on pension and post-retirement plans, net of tax | 7.5 | (11.4) | (16.7) |
Unrealized (loss) gain on available for sale securities: | |||
Unrealized holding (loss) gain on available for sale securities | (1.4) | 1.7 | 0.1 |
Tax benefit (expense) | 0.6 | (0.6) | 0 |
Unrealized holding (loss) gain on available for sale securities, net of tax | (0.8) | 1.1 | 0.1 |
Derivative financial instrument revaluation: | |||
Unrealized hedging gain (loss) arising during the period | 2.3 | (12.5) | (0.2) |
Tax benefit | 0 | 4.4 | 0.1 |
Gain (loss) on derivative financial instrument revaluation, net of tax | 2.3 | (8.1) | (0.1) |
Other comprehensive income (loss) | 213.6 | (795.5) | (138.3) |
Comprehensive income (loss) | 136.9 | (1,099.9) | (162.5) |
Comprehensive loss attributable to the non-controlling interests | 1 | 35.8 | 0.7 |
Comprehensive income (loss) attributable to stockholders | 137.9 | (1,064.1) | (161.8) |
Stock dividend on Founder's preferred shares | 0 | 0 | (232.7) |
Comprehensive income (loss) attributable to common stockholders | $ 137.9 | $ (1,064.1) | $ (394.5) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 422.6 | $ 432.2 |
Accounts receivable, net of allowance for doubtful accounts of $36.7 and $14.4 at December 31, 2016 and 2015, respectively | 1,054.8 | 1,023 |
Inventories | 416.4 | 484.6 |
Note receivable | 0 | 125 |
Prepaid expenses | 71.3 | 72.2 |
Other current assets | 106.1 | 100.6 |
Total current assets | 2,071.2 | 2,237.6 |
Property, plant and equipment, net | 460.5 | 491.6 |
Goodwill | 4,178.9 | 4,021.9 |
Intangible assets, net | 3,233.3 | 3,314.3 |
Other assets | 110.2 | 124.8 |
Total assets | 10,054.1 | 10,190.2 |
Liabilities and Stockholders' Equity | ||
Accounts payable | 383.6 | 450.3 |
Accrued salaries, wages and employee benefits | 103.5 | 78.1 |
Current installments of long-term debt and revolving credit facilities | 116.1 | 54.7 |
Accrued income taxes payable | 82.5 | 65.1 |
Accrued expenses and other current liabilities | 397 | 414.2 |
Total current liabilities | 1,082.7 | 1,062.4 |
Long-term debt and capital lease obligations | 5,122.9 | 5,173.6 |
Long-term retirement benefits, less current portion | 73.8 | 80.5 |
Long-term deferred income taxes | 663.2 | 678.8 |
Long-term contingent consideration | 75.8 | 70.7 |
Other long-term liabilities | 145.9 | 205 |
Total liabilities | 7,164.3 | 7,271 |
Commitments and contingencies (Note 16) | ||
Redeemable preferred stock - Series B | 0 | 645.9 |
Stockholders' Equity | ||
Preferred stock - Series A | 0 | 0 |
Common stock, 400,000,000 shares authorized; 284,221,168 and 229,464,157 shares issued and outstanding at December 31, 2016 and 2015, respectively. | 2.8 | 2.3 |
Additional paid-in capital | 3,981.3 | 3,520.4 |
Accumulated deficit | (573.5) | (532.7) |
Accumulated other comprehensive loss | (674.5) | (886.1) |
Total stockholders' equity | 2,736.1 | 2,103.9 |
Non-controlling interests | 153.7 | 169.4 |
Total equity | 2,889.8 | 2,273.3 |
Total liabilities, redeemable preferred stock and stockholders' equity | $ 10,054.1 | $ 10,190.2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 36.7 | $ 14.4 |
Common stock authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock issued (in shares) | 284,221,168 | 229,464,157 |
Common stock outstanding (in shares) | 284,221,168 | 229,464,157 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (76,700,000) | $ (304,400,000) | $ (24,200,000) |
Reconciliations of net loss to net cash flows provided by operating activities: | |||
Depreciation and amortization | 342,300,000 | 251,000,000 | 88,000,000 |
Deferred income taxes | (57,400,000) | (45,500,000) | (43,200,000) |
Manufacturer's profit in inventory adjustment | 11,700,000 | 76,500,000 | 35,500,000 |
Unrealized foreign exchange loss | 43,800,000 | 97,300,000 | 2,000,000 |
Non-cash fair value adjustment to contingent consideration | 5,100,000 | 6,800,000 | 29,100,000 |
Goodwill impairment | 46,600,000 | 0 | 0 |
Other, net | (22,900,000) | 29,800,000 | 7,200,000 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (18,900,000) | 66,700,000 | 4,900,000 |
Inventory | 70,400,000 | (7,300,000) | 11,400,000 |
Accounts payable | (67,300,000) | 83,200,000 | 10,900,000 |
Accrued expenses | 25,400,000 | 51,500,000 | (15,700,000) |
Other assets and liabilities | (117,300,000) | 15,300,000 | (7,700,000) |
Net cash flows provided by operating activities | 184,800,000 | 320,900,000 | 98,200,000 |
Cash flows from investing activities: | |||
Capital expenditures | (56,300,000) | (47,900,000) | (18,500,000) |
Investment in registrations of products | (36,400,000) | (34,400,000) | 0 |
Proceeds from sale of assets | 20,600,000 | 25,800,000 | 600,000 |
Acquisition of business, net of cash acquired | 1,300,000 | (4,600,300,000) | (1,361,800,000) |
Restricted cash | 0 | 599,700,000 | (600,000,000) |
Note receivable | 0 | (125,000,000) | 0 |
Settlement of foreign exchange contracts in connection with acquisition | 0 | (73,100,000) | 0 |
Other, net | (3,900,000) | (1,300,000) | (3,000,000) |
Net cash flows used in investing activities | (74,700,000) | (4,256,500,000) | (1,982,700,000) |
Cash flows from financing activities: | |||
Debt proceeds, net of discount and premium | 3,300,900,000 | 3,921,800,000 | 678,800,000 |
Repayments of borrowings | (3,340,100,000) | (283,700,000) | (9,100,000) |
Change in lines of credit, net | 54,000,000 | (12,400,000) | 0 |
Proceeds from issuance of common stock, net | 391,500,000 | 469,500,000 | 1,512,600,000 |
Payment of financing fees | (1,100,000) | (87,000,000) | (13,200,000) |
Settlement of Series B Convertible Preferred Stock | (460,000,000) | 0 | 0 |
Other, net | (47,400,000) | (7,000,000) | (200,000) |
Net cash flows (used in) provided by financing activities | (102,200,000) | 4,001,200,000 | 2,168,900,000 |
Effect of exchange rate changes on cash and cash equivalents | (17,500,000) | (30,700,000) | (10,100,000) |
Net (decrease) increase in cash and cash equivalents | (9,600,000) | 34,900,000 | 274,300,000 |
Cash and cash equivalents at beginning of period | 432,200,000 | 397,300,000 | 123,000,000 |
Cash and cash equivalents at end of period | 422,600,000 | 432,200,000 | 397,300,000 |
Supplemental disclosure information: | |||
Cash paid for interest | 360,100,000 | 147,600,000 | 36,300,000 |
Cash paid for income taxes | 121,200,000 | 73,300,000 | 27,500,000 |
Non-cash investing activities: | |||
Unpaid capital expenditures included in accounts payable and accrued expenses | $ 7,100,000 | $ 4,700,000 | $ 2,400,000 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Agriphar | Chemtura | Issuance of common shares at $19.00 per share in connection with Private Placement Offering on May 20, 2014 | Issuance of common shares at $11.00 per share in connection with 401(k) Exchange Agreement | Issuance of common shares at $25.59 per share in connection with Private Placement Offering on October 8, 2014 | Issuance of common shares at $25.59 per share on November 6, 2014 | Issuance of common shares at $24.50 per share in connection with Public Offering on Nov. 17, 2014 | Issuance of common stock at $26.50 per share in June 2015 Equity Offering | Non-Founder Director | Preferred Stock | Common Stock | Common StockAgriphar | Common StockChemtura | Common StockIssuance of common shares at $11.00 per share on January 5, 2014 | Common StockIssuance of common shares at $19.00 per share in connection with Private Placement Offering on May 20, 2014 | Common StockIssuance of common shares at $11.00 per share in connection with 401(k) Exchange Agreement | Common StockIssuance of common shares at $25.59 per share in connection with Private Placement Offering on October 8, 2014 | Common StockIssuance of common shares at $25.59 per share on November 6, 2014 | Common StockIssuance of common shares at $24.50 per share in connection with Public Offering on Nov. 17, 2014 | Common StockIssuance of common stock at $26.50 per share in June 2015 Equity Offering | Common StockNon-Founder Director | Common StockNon-employee | Additional Paid-in Capital | Additional Paid-in CapitalAgriphar | Additional Paid-in CapitalChemtura | Additional Paid-in CapitalIssuance of common shares at $19.00 per share in connection with Private Placement Offering on May 20, 2014 | Additional Paid-in CapitalIssuance of common shares at $11.00 per share in connection with 401(k) Exchange Agreement | Additional Paid-in CapitalIssuance of common shares at $25.59 per share in connection with Private Placement Offering on October 8, 2014 | Additional Paid-in CapitalIssuance of common shares at $25.59 per share on November 6, 2014 | Additional Paid-in CapitalIssuance of common shares at $24.50 per share in connection with Public Offering on Nov. 17, 2014 | Additional Paid-in CapitalIssuance of common stock at $26.50 per share in June 2015 Equity Offering | Additional Paid-in CapitalNon-Founder Director | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | Total Stockholders' EquityAgriphar | Total Stockholders' EquityChemtura | Total Stockholders' EquityIssuance of common shares at $19.00 per share in connection with Private Placement Offering on May 20, 2014 | Total Stockholders' EquityIssuance of common shares at $11.00 per share in connection with 401(k) Exchange Agreement | Total Stockholders' EquityIssuance of common shares at $25.59 per share in connection with Private Placement Offering on October 8, 2014 | Total Stockholders' EquityIssuance of common shares at $25.59 per share on November 6, 2014 | Total Stockholders' EquityIssuance of common shares at $24.50 per share in connection with Public Offering on Nov. 17, 2014 | Total Stockholders' EquityIssuance of common stock at $26.50 per share in June 2015 Equity Offering | Total Stockholders' EquityNon-Founder Director | Non-controlling Interests |
Balance (in Shares) at Dec. 31, 2013 | 2,000,000 | 103,571,941 | ||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2013 | $ 1,115.1 | $ 0 | $ 0 | $ 1,212 | $ (194.2) | $ 1.3 | $ 1,019.1 | $ 96 | ||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||
Net (loss) income | (24.2) | (29.9) | (29.9) | 5.7 | ||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | (138.3) | (131.9) | (131.9) | (6.4) | ||||||||||||||||||||||||||||||||||||||||||
Impact of Domestication | $ 1 | (1) | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock (in shares) | 9,242 | 3,959 | 15,800,000 | 1,670,386 | 16,060,960 | 9,404,064 | 16,445,000 | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock under ESPP (in shares) | 11,139 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under ESPP | $ 0.2 | 0.2 | 0.2 | |||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants for common shares at $11.50 per share (in shares) | 16,244,694 | 16,244,694 | ||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants for common shares at $11.50 per share | $ 186.9 | $ 0.2 | 186.7 | 186.9 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of stock | $ 300.2 | $ 18.4 | $ 411 | $ 240.6 | $ 402.9 | $ 0.2 | $ 0.2 | $ 0.2 | $ 300 | $ 18.4 | $ 410.8 | $ 240.6 | $ 402.7 | $ 300.2 | $ 18.4 | $ 411 | $ 240.6 | $ 402.9 | ||||||||||||||||||||||||||||
Issuance costs | $ (13.8) | $ (0.3) | $ (15.1) | $ (13.8) | $ (0.3) | $ (15.1) | $ (13.8) | $ (0.3) | $ (15.1) | |||||||||||||||||||||||||||||||||||||
Declaration of stock dividend on Founders' preferred shares | 0 | $ 0.1 | (0.1) | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares in connection with acquisition (in shares) | 711,551 | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares in connection with Acquisition | $ 16.6 | $ 52 | $ 16.6 | $ 52 | $ 16.6 | $ 52 | ||||||||||||||||||||||||||||||||||||||||
Recovery of short swing profits, net | 0.5 | 0.5 | 0.5 | |||||||||||||||||||||||||||||||||||||||||||
Equity compensation expense | 0.7 | 0.7 | 0.7 | |||||||||||||||||||||||||||||||||||||||||||
Conversion of PDH common shares (in shares) | 134,044 | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of PDH to common shares | 0 | 1.5 | 1.5 | (1.5) | ||||||||||||||||||||||||||||||||||||||||||
Distribution to non-controlling interests | (0.8) | (0.8) | ||||||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2014 | 2,000,000 | 182,066,980 | ||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2014 | 2,552.6 | $ 0 | $ 1.9 | 2,812.4 | (224.1) | (130.6) | 2,459.6 | 93 | ||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||
Net (loss) income | (304.4) | (308.6) | (308.6) | 4.2 | ||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | (795.5) | (755.5) | (755.5) | (40) | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares (in shares) | 75,000 | 2,500 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock (in shares) | 18,226,414 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under ESPP (in shares) | 44,361 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under ESPP | 0.7 | 0.7 | 0.7 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock to Founder Entities as stock dividend to Series A Preferred Stock declared on December 31, 2014 (in shares) | 10,050,290 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock to former non-founder director for exercise of stock options | $ 0.9 | $ 0.9 | $ 0.9 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of stock | $ 482.9 | $ 0.2 | $ 482.7 | $ 482.9 | ||||||||||||||||||||||||||||||||||||||||||
Issuance costs | (15) | (15) | (15) | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares in connection with acquisition (in shares) | 18,419,738 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares in connection with Acquisition | 231.4 | $ 0.2 | 231.2 | 231.4 | ||||||||||||||||||||||||||||||||||||||||||
Equity compensation expense | 0.9 | 0.9 | 0.9 | |||||||||||||||||||||||||||||||||||||||||||
Conversion of PDH common shares (in shares) | 578,874 | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of PDH to common shares | 0 | 6.6 | 6.6 | (6.6) | ||||||||||||||||||||||||||||||||||||||||||
Assignment of value for non controlling interest in business acquisition | 125.4 | 125.4 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition of remaining interest in Arysta Colombia | (3.3) | (3.3) | ||||||||||||||||||||||||||||||||||||||||||||
Sale of 50.65% ownership in Arysta Toyo Green Co LTD, including maintenance sub | (1.7) | (1.7) | ||||||||||||||||||||||||||||||||||||||||||||
Distribution to non-controlling interests | (1.6) | (1.6) | ||||||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2015 | 2,000,000 | 229,464,157 | ||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2015 | 2,273.3 | $ 0 | $ 2.3 | 3,520.4 | (532.7) | (886.1) | 2,103.9 | 169.4 | ||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||||
Net (loss) income | (76.7) | (73.7) | (73.7) | (3) | ||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | $ 213.6 | 211.6 | 211.6 | 2 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares (in shares) | 0 | 7,642 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock (in shares) | 48,787,878 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under ESPP (in shares) | 136,060 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under ESPP | $ 0.9 | 0.9 | 0.9 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock to former non-founder director for exercise of stock options | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of stock | 402.5 | $ 0.5 | 402 | 402.5 | ||||||||||||||||||||||||||||||||||||||||||
Issuance costs | (11.9) | (11.9) | (11.9) | |||||||||||||||||||||||||||||||||||||||||||
Equity compensation expense | 7.4 | 7.4 | 7.4 | |||||||||||||||||||||||||||||||||||||||||||
Conversion of PDH common shares (in shares) | 325,431 | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of PDH to common shares | 0 | 3.8 | 3.8 | (3.8) | ||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock settlement | 87.8 | 54.9 | 32.9 | 87.8 | ||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock settlement (in shares) | 5,500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Changes in non-controlling interests | (7.1) | 3.8 | 3.8 | (10.9) | ||||||||||||||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2016 | 2,000,000 | 284,221,168 | ||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2016 | $ 2,889.8 | $ 0 | $ 2.8 | $ 3,981.3 | $ (573.5) | $ (674.5) | $ 2,736.1 | $ 153.7 |
CONSOLIDATED STATEMENT OF CHAN8
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Ownership percentage sold | 50.65% | |
Common Stock | ||
Price of shares issued (in dollars per share) | $ 12.56 | |
Exercise of warrants, exercise price (in dollars per share) | $ 11.50 | |
Common Stock | Issuance of common shares at $11.00 per share on January 5, 2014 | ||
Price of shares issued (in dollars per share) | 11 | |
Common Stock | Issuance of common shares at $19.00 per share in connection with Private Placement Offering on May 20, 2014 | ||
Price of shares issued (in dollars per share) | 19 | |
Common Stock | Issuance of common shares at $11.00 per share in connection with 401(k) Exchange Agreement | ||
Price of shares issued (in dollars per share) | 11 | |
Common Stock | Issuance of common shares at $25.59 per share in connection with Private Placement Offering on October 8, 2014 | ||
Price of shares issued (in dollars per share) | 25.59 | |
Common Stock | Issuance of common shares at $25.59 per share on November 6, 2014 | ||
Price of shares issued (in dollars per share) | 25.59 | |
Common Stock | Issuance of common shares at $24.50 per share in connection with Public Offering on Nov. 17, 2014 | ||
Price of shares issued (in dollars per share) | $ 24.50 | |
Common Stock | Issuance of common stock at $26.50 per share in June 2015 Equity Offering | ||
Price of shares issued (in dollars per share) | $ 26.50 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of the Company and Business – Platform Specialty Products Corporation was incorporated in Delaware in January 2014 and its common stock, par value $0.01 per share, trades on the NYSE under the ticker symbol “PAH.” Platform is a global diversified producer of high-technology specialty chemical products. Platform's chemistry combines a number of ingredients to produce proprietary formulations. The Company is present in a wide variety of niche markets across multiple industries, including agricultural, animal health, electronics, graphic arts, plating, offshore oil and gas production and drilling. Platform sells and delivers its products to customers through its sales and service workforce, regional distributors, as well as manufacturing representatives. As its name implies, Platform is also an acquisition vehicle with a strategy of acquiring and maintaining leading positions in niche segments of high-growth markets. As such, the Company continually seeks opportunities to act as an acquirer and consolidator of specialty chemical businesses on a global basis, particularly those meeting its “Asset-Lite, High-Touch” philosophy, which involves prioritizing resources to research and development, offering highly technical sales and customer service, and managing conservatively its investments in fixed assets and capital expenditures. Principles of Consolidation – The accompanying Consolidated Financial Statements are prepared in accordance with GAAP and include the accounts of Platform and all of its respective controlled subsidiaries. All subsidiaries are included in the Consolidated Financial Statements for the entire period. The Company fully consolidates the income, expenses, assets, liabilities and cash flows of its subsidiaries from the date it acquires control or becomes the primary beneficiary. All intercompany accounts and transactions have been eliminated upon consolidation. Use of Estimates – In preparing the Consolidated Financial Statements in conformity with GAAP, management must undertake decisions that impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and assumptions upon which accounting estimates are based. The Company applies judgment based on its understanding and analysis of the relevant circumstances to reach these decisions. By their nature, these judgments are subject to an inherent degree of uncertainty. Accordingly, actual results could differ significantly from the estimates applied. Significant items subject to such estimates and assumptions include: the useful lives of fixed and intangible assets, allowances for doubtful accounts and sales returns, deferred tax asset valuation allowances, inventory valuation allowances, stock-based compensation, liabilities for employee benefit obligations, environmental liabilities, income tax uncertainties, valuation of goodwill, acquisition-related contingent consideration, intangible assets and other contingencies. Summary of Significant Accounting Policies Cash and Cash Equivalents – The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company, from time to time, may be required to maintain cash deposits with certain banks with respect to certain contractual obligations. As of December 31, 2016 and 2015 , the Company was required to maintain restricted cash deposits of $0.9 million and $0.3 million , respectively. Restricted cash is included in "Other current assets" in the Consolidated Balance Sheets. Credit Risk Management – Platform's products are sold primarily to customers in the automotive, agriculture, animal health, electronics, graphic arts, and offshore oil and gas production and drilling industries. The Company is exposed to certain collection risks which are subject to a variety of factors, including economic and technological changes within these industries. As is common industry practice, the Company generally does not require collateral or other security as a condition of sale, rather relying on credit approval, balance limitation and monitoring procedures to control credit risk on trade accounts receivable. For certain products that customers use on crops with growing seasons in excess of one year, it is industry practice for payment terms to exceed one year. Trade receivables related to these sales are classified as non-current assets. The Company establishes reserves against estimated uncollectible amounts based on historical experience and specific knowledge regarding customers’ ability to pay. Customer accounts receivable that are deemed to be uncollectible are written off when they are identified and all reasonable collections efforts have been exhausted. Derivatives – The Company operates internationally, with manufacturing and sales facilities in various locations around the world, and uses certain financial instruments to manage its foreign currency exposures. To qualify a derivative as a hedge at inception and throughout the hedge period, the Company formally documents the nature and relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions, and the method of assessing hedge effectiveness. Additionally, for hedges of forecasted transactions, the significant characteristics and expected terms of a forecasted transaction are specifically identified, and the likelihood of each forecasted transactions occurring is deemed probable. If it is determined that the forecasted transaction will not occur, the gain or loss is recognized in current earnings. Financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged, both at inception and throughout the hedged period. The Company does not engage in trading or other speculative uses of financial instruments. It is the Company's policy to disclose the fair value of derivative instruments that are subject to master netting arrangements on a gross basis in the Consolidated Balance Sheets. The Company has used, and may use in the future, forward contracts and options to mitigate its exposure to changes in foreign currency exchange rates on third-party and intercompany forecasted transactions. If hedge accounting is applied, the effective portion of unrealized gains and losses associated with forward contracts and the intrinsic value of option contracts are deferred as a component of other comprehensive income until the underlying hedged transactions are reported in the Company’s Consolidated Statements of Operations. For derivative contracts not designated as hedging instruments, the Company records changes in the net fair value of the such contracts in "(Loss) gain on derivative contracts" in the Consolidated Statements of Operations. The Company has also used, and may use in the future, contracts and options to mitigate its exposure to commodity prices in the precious metals markets. Metal contracts that qualify as Normal Purchases are accounted for as executory contracts rather than as derivatives. Metals contracts that meet the definition of a derivative are recorded as a derivative asset or liability in the balance sheet and are subsequently marked-to-market every reporting period. The Company has not designated these derivatives as hedging instruments and, accordingly, records changes in the net fair value of the commodities futures contracts in "(Loss) gain on derivative contracts" in the Consolidated Statements of Operations. Inventories – Inventories are stated at the lower of cost or net realizable value with cost being determined by the first-in/first-out and average costs methods. Inventories in excess of one year of forecasted sales are classified as non-current in "Other assets" in the Consolidated Balance Sheets. The Company regularly reviews inventories for obsolescence and excess quantities, and adjusted accordingly based on historical write-offs, customer demand, product evolution, usage rates and quantities of stock on hand. Property, Plant and Equipment – Property, plant and equipment is stated at cost less accumulated depreciation. Equipment under capital lease arrangements is stated at the net present value of minimum lease payments. The Company records depreciation on a straight-line basis over the estimated useful life of each asset. Estimated useful lives by asset class are as follows: Buildings and building improvements (years) 5 to 20 Machinery, equipment and fixtures (years) 3 to 15 Computer hardware and software (years) 3 to 7 Furniture and automobiles (years) 3 to 7 Leasehold improvements Lesser of useful life or lease life Maintenance and repair costs are charged directly to expense; renewals and betterments which significantly extend the useful life of the asset are capitalized. Costs and accumulated depreciation on assets retired or disposed of are removed from the accounts and any resulting gains or losses are recorded to earnings in the period of disposal. Business Combinations – The Company allocates the purchase price of acquisitions to tangible and intangible assets acquired, liabilities assumed, and non-controlling interests in the acquiree based on their estimated fair values at the acquisition date. The excess of the acquisition price over those estimated fair values is recorded as goodwill. Changes to the acquisition date provisional fair values prior to the end of the measurement period, are recorded as an adjustment to the associated goodwill. Acquisition-related expenses and restructuring costs, if any, are recognized separately from the business combination and are expensed as incurred. Goodwill and Indefinite-Lived Intangible Assets – Goodwill represents the excess of the acquisition cost over the fair value of the identifiable net assets of an acquired business. The Company does not amortize goodwill and other intangible assets that have indefinite useful lives; rather, goodwill and other intangible assets with indefinite lives are tested for impairment. Goodwill is tested for impairment at the reporting unit level annually as of October 1, or when events or changes in circumstances indicate that goodwill might be impaired. A two-step impairment test is performed at the reporting unit level. In the first step of impairment testing, the fair value of each reporting unit is compared to its carrying value. The fair value of each reporting unit is determined using the income approach based on the present value of discounted future cash flows of those units. The cash flows utilized in goodwill impairment testing differ from actual consolidated cash flows due to exclusion of non-recurring charges. The cash flow model utilized in the goodwill impairment test involves significant judgments related to future growth rates, working capital needs, discount rates and tax rates, among other considerations. The Company relies on data developed by business unit management as well as macroeconomic data in making these calculations. The discounted cash flow model utilizes a risk-adjusted weighted average cost of capital to discount estimated future cash flows. Changes in these estimates can impact the present value of the expected cash flow that is used in determining the fair value of a given reporting unit. If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired and no further testing is required. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the second step of the impairment test is performed to determine the implied fair value of the reporting unit’s goodwill. The implied fair value of goodwill is determined by measuring the excess of the estimated fair value of the reporting unit over the estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, an impairment charge is recorded equal to the difference. Indefinite-lived intangible assets consist of certain tradenames, which are reviewed for potential impairment on an annual basis as of October 1, or when events or changes in circumstances indicate that indefinite-lived intangible assets might be impaired. Indefinite-lived intangible assets are reviewed for impairment by comparing the estimated fair values of the indefinite-lived intangible assets to their carrying values. The estimated fair values of these intangible assets are determined using the “relief from royalty” approach. An impairment loss is recognized when the estimated fair value of an indefinite-lived intangible asset is less than the carrying value. Finite-Lived Intangible Assets – Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which currently range from 8 to 30 years for customer lists, 5 to 14 years for developed technology, 5 to 20 years for tradenames and 1 to 5 years for non-compete agreements. The Company evaluates long-lived assets, such as property, plant and equipment and intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. If circumstances require a long-lived asset group to be tested for possible impairment, the Company first determines if the estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment is identified, the carrying amount of the asset is reduced to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. Product Registrations – Product registrations represent external costs incurred to obtain distribution rights from regulatory bodies for certain products in the Company's Agricultural Solutions segment. These costs include laboratory testing, legal, regulatory filing and other costs. Only costs associated with products that are probable of generating future cash flows are capitalized. The capitalized costs are amortized over the useful lives of the registrations, which currently range from 12 to 14 years, and are included in "Selling, technical, general and administrative" expenses in the Consolidated Statement of Operations. Product registrations are evaluated for impairment in the same manner as other finite-lived intangible assets. Asset Retirement Obligations – The Company records the fair value of legal obligations associated with the retirement of tangible long-lived assets in the period in which they are incurred, if a reasonable estimate of fair value can be made. Upon initial recognition of a liability, the Company capitalizes the cost of the AROs by increasing the carrying amount of the related long-lived asset. Over time, the liability is increased for changes in its present value as accretion through interest expense and the capitalized cost is depreciated over the useful life of the related asset. Contingencies and Commitments - The Company records accruals for loss contingencies and commitments which are both probable and reasonably estimable. Significant judgment is required to determine both probability and the estimated amount of loss. The Company reviews accruals on a quarterly basis and adjusts, as necessary, to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other current information. The Company accrues for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current laws and existing technologies. The accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included on the Consolidated Balance Sheets in “Accrued expenses and other current liabilities” and “Other long-term liabilities” at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included on the Consolidated Balance Sheets in “Other current assets" and "Other assets." Environmental costs are capitalized in instances where the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable. Employee Benefits – The Company sponsors a variety of employee benefit programs, some of which are non-contributory. The accounting policies used to account for these plans are as follows: Retirement – The Company provides non-contributory defined benefit plans to domestic and certain foreign employees. The projected unit credit actuarial method is used for financial reporting purposes. The Company recognizes the funded status in its Consolidated Balance Sheets, which represents the difference between the fair value of the plan assets and the projected benefit obligation. The Company’s funding policy for qualified plans is consistent with federal or other local regulations and customarily equals the amount deductible for federal and local income tax purposes. Foreign subsidiaries contribute to other plans, which may be administered privately or by government agencies in accordance with local regulations. 401(k) - The Company also provides benefits under the PSP 401(k) Plan, for substantially all domestic employees, which consists of two components: a discretionary profit-sharing/non-elective component, funded by the Company, and a defined contribution 401(k) component. Under the discretionary profit-sharing/non-elective component, the Company's non-elective contributions to the PSP 401(k) Plan totaled $3.4 million , $1.5 million and $1.4 million for the years ended December 31, 2016 , 2015 and 2014, respectively, and are funded during the first quarters of each subsequent year. Under the defined contribution 401(k) component, on a yearly basis, the Company may determine to make contributions that match some or all of the participants’ contributions. For the years ended December 31, 2016 , 2015 and 2014, the Company contributed $2.8 million , $1.4 million and $0.7 million to the PSP 401(k) Plan, respectively. Post-retirement – The Company accrues for post-retirement health care benefits for U.S. employees hired prior to April 1, 1997. The post-retirement health care plan is unfunded. Financial Instruments – The Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, investments, accounts payable, contingent consideration, and debt. The Company believes that the carrying value of the cash and cash equivalents, restricted cash, accounts receivable and accounts payable are representative of their respective fair values because of the short maturities of these instruments. Available for sale equity investments are carried at fair value with net unrealized gains or losses included in "Accumulated other comprehensive loss" in the stockholders’ equity section of the Consolidated Balance Sheets. See Note 11, Fair Value Measurements , to the Consolidated Financial Statements. Equity Securities – Equity securities that have a readily determinable fair value are classified as available for sale and are carried at fair value. Unrealized holding gains and losses are included in "Accumulated other comprehensive loss" in the stockholders’ equity section of the Consolidated Balance Sheets. Equity securities which do not have readily determinable fair values are recorded at cost and are evaluated whenever events or changes in circumstances indicate that the carrying values of such investments may be impaired. Equity securities are included in "Other assets" in the Consolidated Balance Sheets. Equity Method Investments – Investments over which the Company has the ability to exercise significant influence, but which the Company does not control, are accounted for under the equity method of accounting and are included in "Other assets" on the Consolidated Balance Sheet. Significant influence generally exists when the Company holds between 20% and 50% of the voting power of another entity. Investments are initially recognized at cost. The Consolidated Financial Statements include the Company's share of net earnings or losses from the date that significant influence commences until the date that significant influence ceases. When the Company's share of losses exceeds its interest in an equity investment, the carrying amount of that interest is reduced to zero, and the recognition of further losses is discontinued, except to the extent that the Company has an obligation or has made payments on behalf of the investee. Accounts Receivable Factoring Arrangements - Accounts receivable factoring arrangements whereby accounts receivable are transferred to third parties without recourse to the Company are accounted for by derecognizing the trade receivables upon receipt of proceeds. Accounts receivable factoring arrangements whereby accounts receivable are transferred to third parties with substantial recourse to the Company are accounting for as financings. Foreign Currency Translation – The Company’s foreign subsidiaries primarily use their local currency as their functional currency. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. Dollars using foreign currency exchange rates prevailing as of the balance sheet dates. Revenue and expense accounts are translated at average foreign currency exchange rates for the periods presented. Cumulative currency translation adjustments are included in "Accumulated other comprehensive loss" in the stockholders’ equity section of the Consolidated Balance Sheets. Net gains and losses from transactions denominated in a currency other than the functional currency of the entity are included in "Foreign exchange loss" in the Consolidated Statements of Operations. Revenue Recognition – The Company recognizes revenue, including freight charged to customers, net of applicable rebates, estimates for sales returns and allowances and discounts, when the earnings process is complete. This occurs when products have been shipped to, or received by, the customer, in accordance with the terms of the agreement by and between the Company and such customer, title and risk of loss has been transferred, pricing is fixed or determinable and collectability is reasonably assured. On a limited and discretionary basis, the Company allows certain distributors within the Agricultural Solutions segment extensions of credit on a limited portion of purchases made during a purchasing cycle, which remain in the distributor’s inventory. The extension of credit is not a right to return, and distributors must pay unconditionally when the extended credit period expires. Cost of Sales – Cost of sales consists primarily of raw material costs and related purchasing and receiving costs used in the manufacturing process, direct salary and wages and related fringe benefits, packaging costs, shipping and handling costs, plant overhead and other costs associated with the manufacture and distribution of the Company’s products. For the years ended December 31, 2016 , 2015 and 2014 , cost of sales included a manufacturer’s profit in inventory adjustment of $11.7 million , $76.5 million and $35.5 million , respectively, associated with inventory revaluations related to the various Acquisitions. Shipping and Handling Costs – Costs related to shipping and handling are recognized as incurred and included in cost of sales in the Consolidated Statements of Operations. Selling, Technical, General and Administrative Expenses – Selling, technical, general and administrative expenses consist primarily of personnel and travel costs, advertising and marketing expenses, administrative expenses associated with accounting, finance, legal, human resource, amortization of intangible assets, risk management and overhead associated with these functions. Research and Development – Research and development costs, which primarily relate to internal salaries, are expensed as incurred. Income Taxes – The provision for income taxes includes federal, foreign, state and local income taxes currently payable as well as the net change in deferred tax assets and liabilities during the period. Deferred income taxes are recorded at currently enacted tax rates for temporary differences between the financial reporting and income tax bases of assets and liabilities. A valuation allowance is assessed and recorded when it is estimated that it becomes more likely than not that the full value of a deferred tax asset may not be realized. In addition, although management believes that its positions taken on income tax matters are reasonable, the Company establishes tax reserves in recognition that various taxing authorities may challenge certain of those positions taken, potentially resulting in additional tax liabilities. Deferred federal and state income taxes are not provided on the undistributed earnings of certain foreign subsidiaries where management has determined that such earnings have been indefinitely reinvested. Stock-Based Compensation Plans – Stock-based compensation expense is recognized primarily within selling, technical, general and administrative expenses and is based on the value of the portion of equity-based awards that are ultimately expected to vest. The Company expenses employee stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The fair value of RSU awards is determined using Monte Carlo simulations for market-based RSU awards, and the closing price of Platform's common stock on the date of grant for all other RSU awards. The fair value of stock options is determined using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent the Company's best estimates and involve inherent uncertainties and the application of judgment. Such assumptions include expectations related to stock price volatility, award terms, and judgments as to whether performance targets will be achieved. Compensation costs for RSU awards reflects the number of awards expected to vest and is ultimately adjusted in future periods to reflect the actual number of vested awards. Compensation costs for awards with performance conditions are only recognized if and when it becomes probable that the performance condition will be achieved. The probability of vesting is reassessed at the end of each reporting period and the compensation costs are adjusted accordingly, with the cumulative effect of such a change on current and prior periods being recognized in compensation cost in the period of the change. Compensation costs for stock options are recorded ratably over the vesting term of the options, effected for forfeitures as they occur. Earnings (Loss) Per Common Share – Basic earnings (loss) per common share excludes dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share assumes the issuance of all potentially dilutive share equivalents using the if-converted or treasury stock method, provided that the effects of which are not anti-dilutive. For stock options and RSUs, it is assumed that the proceeds will be used to buy back shares. For stock options, such proceeds equal the average unrecognized compensation plus the assumed exercise of weighted average number of options outstanding. For unvested RSUs, the assumed proceeds equal the average unrecognized compensation expense. Accounting Standard s Recently Adopted Accounting Pronouncements Compensation - Stock Compensation (Topic 718) - In March 2016, the FASB issued ASU No. 2016-09, “ Improvements to Employee Share-Based Payment Accounting.” This update changes the accounting treatment related to tax windfall and shortfalls associated with share-based awards. It also eliminates the requirement for entities to estimate future forfeiture rates associated with share-based awards and stipulates the requirement that cash payments made by employers when directly withholding shares for tax-withholdings purposes should be classified as a financing activity in the statement of cash flows. The guidance is effective for fiscal years and interim periods beginning after December 15, 2016 with early adoption permitted. The Company adopted this ASU as of April 1, 2016. This ASU did not have a material impact on the Company's financial statements. Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40 ) - In April 2015, the FASB issued ASU No. 2015-05, “ Customer's Accounting for Fees Paid in a Cloud Computing Arrangement.” This update provides explicit guidance to customers utilizing a cloud computing solution to help determine whether such an arrangement includes a software license, in which case the accounting applied would be similar to that of other software license arrangements. Otherwise, the arrangement would be accounted for as a service contract. The Company adopted this ASU as of January 1, 2016. This ASU did not have a material impact on the Company's financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) - In February 2017, the FASB issued ASU No. 2017-05, “ Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20), Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” This update clarifies the scope of Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets , and adds guidance for partial sales of nonfinancial assets. The guidance is effective for fiscal years and interim periods beginning after December 15, 2017 with early adoption permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company will adopt this ASU concurrently with the adoption of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)," and is evaluating the impact of this ASU. Intangibles - Goodwill and Other (Topic 350) - In January 2017, the FASB issued ASU No. 2017-04, “ Simplifying the Test for Goodwill Impairment.” This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The guidance is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted for annual goodwill tests performed on testing dates after January 1, 2017. The Company is evaluating the impact of the ASU. Business Combinations (Topic 805) - In January, 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business.” The amendments in this update provide a more robust framework to use in determining whether or not a set of assets and activities constitute a business. The amendments provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The guidance is effective prospectively for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, with early adoption permitted. This ASU may have a material impact on accounting for business and asset acquisitions if conclusions regarding whether the acquisitions represent a business are different subsequent to the adoption of this ASU. Income Taxes (Topic 7 |
Acquisitions of Businesses
Acquisitions of Businesses | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS OF BUSINESSES | ACQUISITIONS OF BUSINESSES 2016 Activity OMG Malaysia Acquisition On January 31, 2016, Platform completed the OMG Malaysia Acquisition for approximately $124 million , net of acquired cash and closing working capital adjustments. The Company acquired OMG Malaysia by issuing a note payable for $125 million which was offset against a note receivable from the seller of the same amount. The Company acquired OMG Malaysia to further enhance its Performance Solutions business segment in which OMG Malaysia is included. 2015 Activity Alent Acquisition On December 1, 2015, Platform completed the Alent Acquisition for approximately $1.74 billion in cash, net of acquired cash, and 18,419,738 shares of the Company's common stock at $12.56 per share, issued to Alent shareholders, including Cevian Capital II Master Fund LP, the then largest shareholder of Alent. The Company acquired Alent to expand its product capabilities and offerings and improve the geographic range in surface treatments. Legacy Alent was a global supplier of specialty chemicals and engineered materials used primarily in electronics, automotive, industrial applications, and high performance consumable products and services. Alent is included in the Company's Performance Solutions business segment. OMG Acquisition On October 28, 2015, Platform completed the OMG Acquisition for approximately $239 million in cash, net of acquired cash and purchase price adjustments. The Company acquired the highly-synergistic OMG Businesses to bolster its Performance Solutions business segment. Legacy OMG’s Electronic Chemicals business developed, produced and supplied chemicals for electronic and industrial applications. Legacy OMG’s Photomasks products were used by customers to produce semiconductors and related products. The OMG Businesses are included in the Company's Performance Solutions business segment. Arysta Acquisition On February 13, 2015, Platform completed the Arysta Acquisition for approximately $3.50 billion , consisting of $2.86 billion in cash, net of acquired cash and closing working capital adjustments, and including Arysta Seller transaction expenses paid by Platform, and the issuance to the Arysta Seller of $600 million of Platform’s Series B Convertible Preferred Stock with a fair value of $646 million . On December 13, 2016, Platform settled all of its Series B Convertible Preferred Stock obligations under a certain settlement agreement entered into with the Arysta Seller in September 2016. See Note 12, Stockholders' Equity, to the Consolidated Financial Statements, under the heading " Series B Convertible Preferred Stock." The Company acquired Arysta to expand its presence in the agrochemical business, complementing the Agriphar and CAS acquisitions. Legacy Arysta provided products and solutions utilizing globally managed patented and proprietary off-patent agrochemical AIs and biological solutions, or BioSolutions, and off-patent agrochemical offerings. BioSolutions include stimulants, or biostimulants, innovative nutrition and biological control, or biocontrol, products. Arysta is included in the Company's Agricultural Solutions business segment. 2014 Activity CAS Acquisition On November 3, 2014, Platform completed the CAS Acquisition for approximately $1.04 billion , consisting of $983 million in cash, net of acquired cash and certain post-closing working capital and other adjustments, and 2,000,000 shares of its common stock. Due to regulatory constraints, title to certain CAS businesses located in Russia was not transferred to Platform until the first quarter of 2015. In line with Platform's business strategy of growing into niche markets and applications, the Company acquired CAS to enter the agrochemical industry. Legacy CAS was a niche provider of seed treatments and crop protection applications in numerous geographies across seven major product lines – adjuvants, fungicides, herbicides, insecticide, miticides, plant growth regulators and seed treatments. CAS is included in the Company's Agricultural Solutions business segment. Agriphar Acquisition On October 1, 2014, Platform completed the Agriphar Acquisition for a purchase price of approximately €300 million ( $370 million ), consisting of $350 million in cash, net of acquired cash and certain post-closing working capital and other adjustments, and 711,551 restricted shares of its common stock. Such restricted shares will become unrestricted beginning January 2, 2018 unless agreed otherwise in accordance with the terms of the acquisition agreement. The agreement also stipulates that prior to January 2, 2018, the seller may transfer (i) a maximum of 1/3 of its shares as of January 2, 2016, (ii) 1/3 of its shares as of January 2, 2017 and (iii) 1/3 of its shares as of January 2, 2018, in each case subject to the terms and provisions of a solvency letter described in the acquisition agreement. The Company acquired Agriphar within its crop protection vertical as it believed Agriphar’s and CAS’ businesses were very complementary in terms of product range and distribution capabilities. Legacy Agriphar was a European crop protection group supported by a team of researchers and regulatory experts which provided a wide range of fungicides, herbicides and insecticides with end markets primarily across Europe. Agriphar is included in the Company's Agricultural Solutions business segment. Acquisition Net Sales and Net Income (Loss) During the year of their respective acquisitions, net sales and net income (loss) contributed by the Company's Acquisitions were as follows: (amounts in millions) Year of Acquisition Net Sales Net Income (Loss) OMG Malaysia 2016 $ 30.9 $ 3.2 Alent 2015 70.8 (12.4 ) OMG 2015 20.7 (0.4 ) Arysta 2015 1,197.0 (86.7 ) CAS 2014 61.9 (20.5 ) Agriphar 2014 26.1 (8.3 ) As the integration continued to progress for the (1) OMG Malaysia, Alent, and OMG Acquisitions within the Company's Performance Solutions business segment, and the (2) Arysta, CAS and Agriphar Acquisition within the Agricultural Solutions business segment, discrete results reported by the acquired companies have been impacted by the integration initiatives and have become less comparable to prior periods. Therefore, it is impracticable to report discrete Acquisition-level results beyond the initial year of acquisition. Purchase Price Allocation The following table summarizes the consideration transferred and transaction costs incurred related to its acquisitions in 2016 and 2015 as well as the applicable amounts of identified assets acquired and liabilities assumed at the applicable acquisition date: (amounts in millions) OMG Malaysia Alent OMG Arysta Consideration Cash, net $ (1.3 ) $ 1,507.0 $ 239.1 $ 2,856.2 Equity instruments — 231.4 — 645.9 Note receivable settlement 125.0 — — — Total consideration $ 123.7 $ 1,738.4 $ 239.1 $ 3,502.1 Acquisition costs $ 0.5 $ 29.5 $ 7.4 $ 30.2 Identifiable assets acquired and liabilities assumed Accounts receivable - contractual $ 4.3 $ 177.4 $ 33.1 $ 738.9 - less uncollectible — (1.8 ) (1.6 ) (51.6 ) Accounts receivable - fair value 4.3 175.6 31.5 687.3 Inventories 6.4 116.1 13.2 298.0 Other current assets 0.2 33.3 1.6 126.9 Property, plant and equipment 4.7 192.9 35.1 123.6 Identifiable intangible assets 43.9 682.9 77.9 1,773.0 Other assets — 38.8 0.2 41.0 Current liabilities (3.5 ) (178.9 ) (21.5 ) (581.2 ) Non-current deferred tax liability (11.3 ) (146.1 ) (16.5 ) (518.4 ) Other long-term liabilities — (331.1 ) (2.9 ) (120.4 ) Non-controlling interest — — — (125.2 ) Total identifiable net assets 44.7 583.5 118.6 1,704.6 Goodwill 79.0 1,154.9 120.5 1,797.5 Total purchase price $ 123.7 $ 1,738.4 $ 239.1 $ 3,502.1 The purchase accounting and purchase price allocation is complete for the OMG Acquisition. During the twelve months ended December 31, 2016 , the Company increased non-current deferred tax liabilities by $2.9 million , accrued expense by $2.5 million , environmental liabilities by $1.5 million , and reduced other long-term liabilities by $2.6 million . The collective impact of these adjustments increased goodwill by $4.4 million . The purchase accounting and purchase price allocation is complete for the Alent Acquisition. During the twelve months ended December 31, 2016 , the Company increased environmental and ARO liabilities by $12.9 million , non-current deferred tax liabilities by $6.5 million , non-current other liabilities by $2.8 million , short-term assets held for sale by $4.0 million , investment assets by $2.7 million and non-current deferred tax asset by $3.2 million . The collective impact of these adjustments resulted in an increase of $12.7 million in goodwill. The purchase accounting and purchase price allocation is complete for the OMG Malaysia Acquisition. Subsequent to the initial purchase price allocation, the Company updated the valuation of inventories, identifiable intangible assets and non-current deferred tax liability. The updated valuations resulted in decreases in inventories of $0.8 million and identifiable intangible assets of $15.1 million . The collective impact of the adjustments noted above resulted in a decrease of $3.8 million in non-current deferred tax liability, with corresponding adjustments reflected in goodwill. The measurement period adjustments noted above have had an immaterial impact on the Company's Consolidated Statements of Operations for the year ended December 31, 2016 . The Company finalized the purchase accounting and purchase price allocation for the Arysta Acquisition during the twelve months ended December 31, 2015. The finalization of third-party valuations during the fourth quarter of 2015 resulted in an increase in non-controlling interest of $101 million , an increase in property plant and equipment of $13.6 million , and an increase in identifiable intangible assets of $134 million . The collective impact of the adjustments noted above resulted in an increase of $25.7 million in non-current deferred tax liability, with corresponding adjustments reflected in goodwill. The excess of the respective costs of the Acquisitions over the net of amounts assigned to the fair values of the assets acquired and the liabilities assumed is recorded as goodwill and represents the value of estimated synergies and the assembled workforces resulting from the Acquisitions. Of the $3.15 billion of goodwill recorded in connection with the OMG Malaysia, Alent, OMG and Arysta Acquisitions, $101 million is expected to be deductible for tax purposes as result of the OMG Malaysia and OMG Acquisitions. Identifiable intangible assets recorded in conjunction with the OMG Malaysia, Alent, OMG and Arysta Acquisitions were as follows: OMG Malaysia Alent OMG Arysta Total (in millions) Fair Value Weighted average useful life (years) Fair Value Weighted average useful life (years) Fair Value Weighted average useful life (years) Fair Value Weighted average useful life (years) Fair Value Weighted average useful life (years) Customer lists $ 41.0 15.0 $ 391.4 14.7 $ 49.0 24.3 $ 270.0 25.0 $ 751.4 19.1 Developed technology 2.9 5.0 203.3 10.0 28.0 10.0 1,250.0 12.0 1,484.2 11.7 Tradenames — — 85.8 (1) 20.0 0.9 10.0 253.0 (2) 339.7 18.3 In process - research and development — — 2.4 (2) — — — — — 2.4 — Total $ 43.9 14.3 $ 682.9 13.2 $ 77.9 19.0 $ 1,773.0 14.3 $ 2,577.7 14.2 (1) Includes $81.4 million of indefinite-lived tradenames which have been excluded from the calculation of weighted average useful life. (2) Excluded from the calculation of weighted average useful life. Unaudited Pro Forma Net Sales and Net (Loss) Income Attributable to Stockholders 2016 Activity The acquisition of OMG Malaysia was not material for purposes of pro forma presentation in the Company's Consolidated Financial Statements. 2015 Activity The following unaudited pro forma summary presents consolidated information of the Company as if the Alent, OMG and Arysta Acquisitions had occurred on January 1, 2014: Year Ended December 31, (amounts in millions) 2015 2014 Pro forma net sales $ 3,582.4 $ 3,559.2 Pro forma net loss attributable to stockholders (328.1 ) (530.8 ) In 2015, the Company incurred $35.9 million of acquisition-related expenses, net of taxes, which have been reflected in the pro forma earnings above as if they had been incurred on January 1, 2014. These pro forma results have been prepared to reflect fair value adjustments to intangible assets and the related amortization expense, net of tax, from January 1, 2014, as well as the post-acquisition capital structure. 2014 Activity The following unaudited pro forma summary presents consolidated information of the Company as if the Agriphar and CAS Acquisitions had occurred on January 1, 2013: Year Ended December 31, (amounts in millions) 2014 Pro forma net sales $ 1,405.9 Pro forma net income attributable to stockholders 46.4 In 2014, the Company incurred $29.8 million of acquisition-related expenses, net of taxes, which have been excluded from the 2014 pro forma earnings above in order to present such pro forma earnings as if the Agriphar and CAS Acquisitions had occurred on January 1, 2013. These pro forma results have been prepared to reflect fair value adjustments to intangible assets and the related amortization expense, net of tax, from January 1, 2013, as well as the post-acquisition capital structure. Other During the year ended December 31, 2014, the Company also acquired a business for $30.5 million , after certain post-closing working capital and other adjustments (including the assumption of approximately $0.4 million of indebtedness), within its Performance Solutions segment. Pro forma revenue and earnings related to this business have not been presented as they were deemed not significant. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The major components of inventory, on a net basis, were as follows: December 31, (amounts in millions) 2016 2015 Finished goods $ 273.8 $ 340.1 Work in process 37.1 28.5 Raw materials and supplies 135.9 148.9 Total inventory, net 446.8 517.5 Non-current inventory, net (30.4 ) (32.9 ) Current inventory, net $ 416.4 $ 484.6 Inventory classified as long-term at December 31, 2016 and 2015 was recorded in "Other assets" in the Consolidated Balance Sheets. In connection with Platform's various acquisitions, the value of finished goods inventory was increased at the respective dates of acquisition to reflect fair value. For the years ended December 31, 2016 , 2015 and 2014 , $11.7 million , $76.5 million and $35.5 million , respectively, was charged to "Cost of sales" in the Consolidated Statements of Operations based on the estimated inventory turnover of the various Acquisitions. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The major components of property, plant and equipment were as follows: December 31, (amounts in millions) 2016 2015 Land and leasehold improvements $ 101.5 $ 107.9 Buildings and improvements 141.8 143.8 Machinery, equipment, fixtures and software 290.5 276.8 Construction in process 36.7 21.4 Assets under capital lease Land and buildings 7.7 6.4 Machinery and equipment 2.7 5.1 Total property, plant and equipment 580.9 561.4 Accumulated depreciation and amortization (115.3 ) (64.3 ) Accumulated amortization of capital leases (5.1 ) (5.5 ) Property, plant and equipment, net $ 460.5 $ 491.6 For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded depreciation and amortization expense of $75.0 million , $48.9 million and $20.6 million , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill by segment were as follows: (amounts in millions) Performance Solutions Agricultural Solutions Total Balance, December 31, 2014 $ 961.2 $ 444.1 $ 1,405.3 Addition from acquisitions 1,258.3 1,697.1 2,955.4 Purchase accounting adjustments — 80.2 80.2 Foreign currency translation (72.3 ) (346.7 ) (419.0 ) Balance, December 31, 2015 2,147.2 1,874.7 4,021.9 Addition from acquisitions 66.9 — 66.9 Purchase accounting adjustments 29.7 — 29.7 Impairment write-off (46.6 ) — (46.6 ) Foreign currency translation (64.8 ) 156.7 91.9 Other — 15.1 15.1 Balance, December 31, 2016 (*) $ 2,132.4 $ 2,046.5 $ 4,178.9 (*) Includes accumulated impairment losses totaling $46.6 million associated with the Company's Performance Solutions segment. The Company performs its annual impairment analysis of goodwill at the reporting unit level during the fourth quarter. Platform's goodwill impairment testing analysis varies by reporting unit, using the qualitative approach for certain reporting units and an income approach derived from a discounted cash flow model to estimate the fair value of other reporting units. Except for Offshore Solutions, within the Performance Solutions segment, the Company concluded that the fair values of the remaining reporting units exceeded the carrying values of their net assets based on the assessments used in the qualitative approach and the projections and other assumptions used in the analysis. Within Offshore Solutions, the Company recorded an impairment charge totaling $46.6 million as a result of continuing weak oil prices. The Company is now experiencing the impact on its results, which slightly lag the overall industry, as this ultimately has caused the industry to depress its overall investments. The fair value was determined using a combination of an income approach derived from a discounted cash flow model as well as market multiples. There was no impairment of goodwill in 2015 and 2014 . Within the Performance Solutions segment, we used a discounted cash flow analysis and considered guideline company and guideline transaction information, where available, to aid in the valuation of the reporting units. The discount rates used ranged from 9.0% to 10.0% and the annual long term revenue growth rates assumptions are between 2.0% and 6.5% . Additionally, as of the assessment date of October 1, 2016, the excess of the fair value of the Agro Business, a reporting unit within the Agricultural Solutions segment, over its carrying value was 21.7% . Goodwill assigned to the Agro Business reporting unit totaled $2.08 billion as of the assessment date. In 2015, the excess of the fair value of this reporting unit over its carrying value was 16.1% . Goodwill assigned to the Agro Business reporting unit totaled $1.87 billion as of the assessment date. The primary components of and assumptions used in the assessment consisted of the following: • Valuation Techniques - The Company uses a discounted cash flow analysis, which requires assumptions about short and long-term net cash flows, growth rates, as well as discount rates. Additionally, the Company considers guideline company and guideline transaction information, where available, to aid in the valuation of the reporting units. • Growth Assumptions - Multi-year financial forecasts are developed for each reporting unit by considering several key business drivers such as new business initiatives, client service and retention standards, market share changes, historical performance, and industry and economic trends, among other considerations. The annual long term growth rates used in 2016 for the initial 8 year period ranged from 0.6% to 5.7% for the Agro Business. The long-term growth rate used in 2016 in determining the terminal value of the Agro Business was estimated at 3.0% . The annual revenue growth rates used in 2015 for the initial 8 year period ranged from 1.3% to 7.2% for the Agro Business. The long-term growth rate used in 2015 in determining the terminal value of the Agro Business was estimated at 3.0% . • Discount Rate Assumptions - Discount rates were estimated based on a Weighted Average Cost of Capital, or WACC. The WACC combines the required return on equity, based on a Modified Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, small stock risk premium and a company specific risk premium, with the cost of debt, based on BBB -rated corporate bonds, adjusted using an income tax factor. The calculation resulted in a WACC rate for the Agro Business of 9.0% and 10.0% for 2016 and 2015, respectively. • Estimated Fair Value and Sensitivitie s - The estimated fair value of each reporting unit is derived from the valuation techniques described above. The estimated fair value of each reporting unit is analyzed in relation to numerous market and historical factors, including current economic and market conditions, company-specific growth opportunities, and guideline company information. The estimated fair value of a reporting unit is highly sensitive to changes in these estimates and assumptions; therefore, in some instances, changes in these assumptions may impact whether the fair value of a reporting unit is greater than its carrying value. Platform performed sensitivity analysis around these assumptions in order to assess the reasonableness of the assumptions and the resulting estimated fair values. In 2016, based on a sensitivity analysis performed for the Agro Business reporting unit, a 1% increase in the WACC, or a 1% decrease in the terminal value, does not result in the carrying value being greater than the fair value. In 2015, based on the sensitivity analysis performed for the Agro Business reporting unit, a 1% decrease in the terminal growth rate did not result in the carrying value exceeding its fair value, however, a 1% increase in the WACC rate would have resulted in the carrying value of the net assets to exceed their fair value, making it necessary to proceed to the second step of the impairment test. Indefinite-Lived Intangible Assets The carrying value of indefinite-lived intangible assets, other than goodwill, which consists solely of tradenames, was $377 million and $360 million at December 31, 2016 and 2015 , respectively. The Company found no indications of impairment related to its indefinite-lived intangible assets as a result of its annual impairment review. Finite-Lived Intangible Assets Intangible assets subject to amortization were as follows: December 31, 2016 December 31, 2015 (amounts in millions) Weighted average useful life (years) Gross Carrying Amount Accumulated Amortization and Foreign Exchange Net Book Value Gross Carrying Amount Accumulated Amortization and Foreign Exchange Net Book Value Customer lists 18.0 $ 1,245.9 $ (174.5 ) $ 1,071.4 $ 1,297.2 $ (184.0 ) $ 1,113.2 Developed technology (1) 11.6 2,022.1 (254.9 ) 1,767.2 2,260.9 (440.4 ) 1,820.5 Tradenames 7.7 25.1 (8.2 ) 16.9 24.2 (5.4 ) 18.8 Non-compete agreement 5.0 1.9 (1.1 ) 0.8 1.9 (0.5 ) 1.4 Total 14.0 $ 3,295.0 $ (438.7 ) $ 2,856.3 $ 3,584.2 $ (630.3 ) $ 2,953.9 (1) Includes in-process registration rights awaiting completion before amortization commences. For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded amortization expense on intangible assets of $267 million , $202 million and $67.4 million , respectively. Estimated future amortization of intangible assets for each of the next five fiscal years is as follows: (amounts in millions) Amortization Expense 2017 $ 266.7 2018 266.5 2019 266.4 2020 261.7 2021 253.5 |
Long-term Compensation Plans
Long-term Compensation Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
LONG-TERM COMPENSATION PLANS | LONG-TERM COMPENSATION PLANS In June 2014, the Company's stockholders adopted the 2013 Plan, which is administered by the compensation committee of the Board, except as otherwise expressly provided in the 2013 Plan. The Board approved a maximum of 15,500,000 shares of common stock (subject to increase in accordance with the terms of the 2013 Plan), which were reserved and made available for issuance under the 2013 Plan. As of December 31, 2016 , a total of 373,434 shares of common stock had been issued and 2,828,003 RSUs and options were outstanding under the 2013 Plan. Total RSUs Stock Options Equity Classified Liability Classified Outstanding as of December 31, 2015 1,006,436 501,634 329,802 175,000 Granted 2,145,066 1,754,868 — 390,198 Exercised/Issued (7,642 ) (7,642 ) — — Forfeited (140,857 ) (131,367 ) (9,490 ) — Outstanding as of December 31, 2016 3,003,003 2,117,493 320,312 565,198 Equity Classified RSUs For the three years ended December 31, 2016 , the Company issued the following RSU grants following their approval by the Board: Year of Issuance: RSUs Weighted average grant date fair value Weighted average vesting period (months) 2016 1,754,868 $ 10.85 33.8 2015 453,260 24.55 54.6 2014 151,352 26.13 42.5 In addition to RSUs containing service-only vesting conditions, the Company has issued RSUs for which vesting is also tied to performance or market conditions. Certain of these RSUs with performance or market vesting conditions also contain provisions for additional share awards in the event certain performance or market conditions are met at the end of specified measurement periods. These conditions were generally based on ROIC or TSR targets. As of December 31, 2016 , the following equity classified RSUs were outstanding: December 31, 2016 Vesting Conditions: Outstanding Expected to vest Weighted average remaining service period (months) Potential additional awards Service-based 782,566 782,566 23.5 — Performance-based 717,917 586,200 25.9 437,867 Market-based 617,010 617,010 30.9 1,182,109 Total 2,117,493 1,985,776 26.5 1,619,976 During 2016, the Board approved 166,667 RSUs under the 2013 Plan subject to adjusted EBITDA performance conditions that must be achieved in the applicable vesting year which have yet to be set. These awards also include a multiplier of zero to 100% based upon adjusted EBITDA target benchmarks. As the target adjusted EBITDA benchmarks have not yet been established, these RSUs have been excluded from the grant activity presented above. The adjusted EBITDA target benchmarks are expected to be established in 2017 and 2018. For all equity classified RSUs, shares are issued immediately upon satisfaction of vesting conditions. For the years ended December 31, 2016 , 2015 and 2014 , compensation expense associated with these awards totaled $6.5 million , $0.8 million and $0.8 million , respectively. Compensation expense was calculated based on the grant date market value. As of December 31, 2016 , unrecognized compensation expense associated with equity classified RSUs that are expected to vest was $17.5 million . Liability Classified Share-Based Payments During the year ended December 31, 2014, the Company granted to certain employees 329,823 RSUs that cliff vest on December 31, 2020. These RSUs are subject to an adjusted EBITDA performance condition and a share price market condition. Additionally, the number of shares of common stock to be issued was limited to a maximum cash value, requiring these awards to be classified as liabilities. As of December 31, 2016 , a total of 320,312 RSUs associated with these grants remained outstanding, with unrecognized compensation expense of approximately $6.0 million , which will be amortized over the remaining 4.0 years until they vest. For the years ended December 31, 2016 , 2015 and 2014 , compensation expense (income) associated with these awards totaled $0.4 million , $(0.1) million and $0.6 million , respectively. Compensation expense was calculated based on a market value that is remeasured each reporting period. The Company currently expects all liability classified RSUs to vest. Stock Options During the year ended December 31, 2016 , the Company granted non-qualified stock options under the 2013 Plan as follows: Stock Options Weighted average strike price per share Weighted average grant date fair value per share Stock options granted 390,198 $ 8.05 $ 4.35 All options granted during 2016 were subject to annual graded-vesting over a three -year period and had contractual lives of ten years from the grant date. The fair value of the grants was calculated using the Black-Scholes option pricing model at the grant date. As of December 31, 2016 , there were 175,000 outstanding stock options with a weighted average exercise price of $11.50 , which were considered exercisable and out-of-the-money, and 390,198 outstanding stock options which were unvested and had an aggregate intrinsic value of $0.7 million . The following table provides the range of assumptions used in valuing the stock option grants using the Black-Scholes option pricing method: Black-Scholes Input Assumptions Weighted average expected term (years) 6.0 Expected volatility 53.0% Risk-free rate 1.52% to 1.56% Expected dividend rate —% Fair value price per share $4.32 to $4.81 Weighted average expected term was calculated based on the simplified method for plain vanilla options as the Company had concluded that its historical share option exercise experience did not provide a reasonable basis upon which to estimate expected term and certain alternative information to assist with estimating it was not easily obtainable. Expected volatility was calculated based on a blend of the implied and historical equity volatility of an index of comparable companies. Risk-free rate of return was based on an interpolation of U.S. Treasury rates to reflect an expected term of six years at the date of grant. For the year ended December 31, 2016 , the Company recognized compensation expense associated with stock options of $0.5 million . For the years ended December 31, 2015 and 2014 , stock option expense totaled zero . Compensation expense was calculated based on the grant date market value. As of December 31, 2016 , unrecognized compensation expense associated with unvested portions of outstanding options was $1.3 million . The Company currently expects all stock options to vest. Long-Term Cash Bonus Plan During the year ended December 31, 2015, the Company established the LTCB under the 2013 Plan. As of December 31, 2016 , the plan provided participants the potential right to receive bonuses totaling $9.8 million , a decrease of approximately $5.5 million from December 31, 2015 due to forfeitures. Benefits under the plan vest over periods ranging from 36 to 62.5 months and include adjusted EBITDA performance targets, which were subject to appropriate and equitable adjustments by the Board's compensation committee in order to reflect any subsequent acquisition, divestiture or other corporate reorganizations, as necessary. At December 31, 2016 , the Company assessed that the performance conditions associated with the LTCB were improbable of being met during the specified measurement periods. As a result, the Company ceased accruing compensation expense associated with these awards and reversed the previously recorded compensation expense. For the years ended December 31, 2016 and 2015 , compensation (income) expense associated with the LTCB totaled $(0.1) million and $0.1 million , respectively. Employee Stock Purchase Plan The Company adopted the ESPP in 2014. The Board approved a maximum of 5,178,815 shares of common stock, which were reserved and made available for issuance under the plan. As of December 31, 2016 , a total of 191,560 shares had been issued under the ESPP and approximately 1,100 employees were eligible to participate in the ESPP. For the years ended December 31, 2016 and 2015 , compensation expense associated with the ESPP totaled $0.4 million and $0.1 million , respectively. For the year ended December 31, 2014 , such compensation expense was de minimis. |
Pension, Post-Retirement and Po
Pension, Post-Retirement and Post-Employment Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS | PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS The Company has multiple deferred compensation arrangements, as described below, which include defined benefit pension plans for certain domestic and foreign employees, a SERP for certain executive officers, and a post-employment benefits program for certain domestic employees. Aggregate (loss) income reported in net earnings for these plans by the Company for the years ended December 31, 2016 , 2015 and 2014 totaled $(4.1) million , $1.0 million and $2.1 million , respectively. Domestic Defined Benefit Pension Plan This domestic pension plan, a non-contributory defined benefit pension plan, is closed to new participants. Pursuant to this plan, retirement benefits are provided based upon years of service and compensation levels. As of December 31, 2016 and 2015 , the projected benefit obligation for this pension plan was $206 million and $217 million , respectively. In 2016, the Company offered to certain eligible terminated vested plan participants an option to take an one-time lump-sum distribution in lieu of future monthly pension payments, which reduced the pension benefit obligations by approximately $22.9 million and fully settled the liabilities with the participants electing to opt for a settlement. The decrease above was partially offset by the actuarial loss caused by lower a discount rate in 2016. An investment committee, appointed by the Board, manages the plan and its assets in accordance with the plan’s investment policies. The Company’s investment policies incorporate an asset allocation strategy that emphasizes the long-term growth of capital and acceptable asset volatility as long as it is consistent with the volatility of the relevant market indexes. The investment policies attempt to achieve a mix of approximately 70% of plan investments for long-term growth and 30% for near-term benefit payments. The Company believes this strategy is consistent with the long-term nature of plan liabilities and ultimate cash needs of the plans. Plan assets consist primarily of limited partnership interests, listed stocks, equity security funds, and a short-term Treasury bond mutual fund. The listed stocks are investments in large-cap and mid-cap companies located in the United States. The limited partnership funds primarily include listed stocks located in the United States. The weighted average asset allocation of this pension plan was 21% equity securities, 35% limited partnership interests and managed equity funds, 20% collective investment funds, 19% bond mutual fund holdings, and 5% cash at December 31, 2016 . As of December 31, 2015 , the weighted average asset allocation of this pension plan was 17% equity securities, 40% limited partnership interests and managed equity funds, 21% collective investment funds, 18% bond mutual fund holdings, and 4% cash. Actual pension expense and future contributions required to fund this pension plan will depend on future investment performance, changes in future discount rates, the level of Company contributions, and various other factors related to the populations participating in this pension plan. The Company evaluates the plan's actuarial assumptions on an annual basis, including the expected long-term rate of return on assets and discount rate, and adjusts the assumptions, as necessary, to ensure proper funding levels are maintained so that the plan can meet obligations as they become due. Supplemental Executive Retirement Plan The Company sponsors a SERP that entitles certain executive officers to the difference between the benefits actually paid to them and the benefits they would have received under the pension plan described above were it not for certain restrictions imposed by the Internal Revenue Service Code. Covered compensation under the SERP's includes an employee’s annual salary and bonus. As of December 31, 2016 and 2015 , the projected benefit obligation under the SERP was $7.9 million and $13.5 million , respectively. Foreign Pension Plans The Company has a U.K. Pension Plan, which represents retirement and death benefit plans covering employees in the U.K. The U.K. Pension Plan is comprised of a defined benefit plan and a defined contribution plan. The defined benefit plan was closed to new entrants and, effective March 31, 2000, existing active members ceased accruing any further benefits exclusive of adjustments for an inflation factor. The defined contribution plan is structured whereby the Company contributes an amount equal to a specified percentage of each employee’s contribution up to an annual maximum contribution per participant. The measurement date used to determine U.K. Pension Plan benefits is December 31. Effective October 13, 2014, the trustees of the U.K. Pension Plan entered into a “Buy-In” agreement with Pension Insurance Corporation plc, or PIC, to transfer the benefit obligation to PIC for approximately GBP 49.7 million . The “Buy-in” phase of the U.K. Pension Plan is expected to convert into a "Buy-out" during 2017, at which point the obligation will be settled and a gain or loss will be recorded. The projected benefit obligation of the U.K. Pension Plan was $72.0 million and $85.8 million at December 31, 2016 and 2015, respectively. The decrease in 2016 was primarily driven by a declining value of the British Pound Sterling against the U.S. Dollar, partially offset by an increase in value due to changes in financial assumptions caused by declining interest rates and rising inflation expectations over the year. As of December 31, 2016 , $10.0 million was included in "Accumulated other comprehensive loss" on the Consolidated Balance Sheets related to the U.K. Pension Plan, which is expected to be recognized in connection with the ”Buy-out” agreement once the benefit obligations are transferred and settled. As of December 31, 2016 , 92% of the U.K. Pension Plan portfolio is held as an insurance “buy-in” policy, with the remaining 6% being held in pooled bond funds, and 2% in cash. As of December 31, 2015 , 90% of the U.K. Pension Plan portfolio was held as an insurance “buy-in” policy, 9% was held in pooled bond funds, and 1% was held in cash. An independent trustee committee, appointed by Company management and employees participating in the U.K. Pension Plan meet to assess risk factors, rates of return, and asset allocations prescribed by the committee’s investment policy statement. In addition, an annual review is conducted to ensure that proper funding levels are maintained so the U.K. Pension Plan can meet its obligations as they become due. The Company also has retirement and death benefit plans covering employees in Taiwan and certain former employees in Germany, as well as longevity plans covering employees in France. These plans are not significant, individually or in the aggregate, to the consolidated financial position, results of operations or cash flows of Platform. Information for these plans, along with the U.K. Pension Plan, is included in the tables below. The Company also has certain foreign benefit plans that do not qualify for pension accounting and are recorded in "Long-term retirement benefits, less current portion" in the Consolidated Balance Sheets. Certain other foreign subsidiaries maintain benefit plans that are consistent with statutory practices, but do not meet the criteria for pension or post-retirement accounting. These benefit plans had obligation balances of $5.1 million and $6.1 million as of December 31, 2016 and 2015 , respectively, and are excluded from Retirement Benefits and from the accompanying tables of pension benefits. Domestic Defined Benefit Post-Retirement Medical and Dental Plan The Company sponsors defined benefit post-retirement medical and dental plans that covers all of its MacDermid domestic full-time employees, hired prior to April 1, 1997, who retire after age 55 , with at least ten to twenty years of service (depending upon the date of hire). Eligible employees receive a subsidy from the Company towards the purchase of their retiree medical benefits. The subsidy level is based on the date of retirement from MacDermid. The annual increase in the Company’s costs for post-retirement medical benefits is subject to a limit of 5% for those retiring prior to March 31, 1989 and 3% for those retiring after April 1, 1989. Retirees are required to contribute to the plan costs in excess of their respective Company limits in addition to their other required contributions. The projected benefit obligation for the post-retirement plan at December 31, 2016 comprised 31% retirees, 42% fully eligible active participants and 27% other participants. The actuarial determination of the Company's accumulated benefit obligation associated with the plan for post-retirement medical benefits assumes annual cost increases of 2% and 4% , based on the date of retirement. As a result of the above mentioned plan limits, the effect of an increase in the healthcare cost trend on the Company's accumulated benefit obligation and the service and interest costs associated therewith is limited to an immaterial amount. The components of net periodic benefit cost of the Domestic and Foreign Pension Plans were as follows: Pension & SERP Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Net periodic benefit expense: Domestic Foreign Domestic Foreign Domestic Foreign Service cost $ — $ 1.8 $ — $ 1.4 $ — $ 0.8 Interest cost on the projected benefit obligation 10.1 3.1 6.8 2.8 6.9 3.0 Expected return on plan assets (11.6 ) (2.6 ) (9.9 ) (2.7 ) (9.7 ) (3.5 ) Amortization of prior service cost — 0.6 — — — — Amortization of actuarial net loss — 0.2 — — — — Plan curtailments — (0.1 ) — — — — Plan settlements 1.7 0.2 — — — — Net periodic cost (benefit) $ 0.2 $ 3.2 $ (3.1 ) $ 1.5 $ (2.8 ) $ 0.3 Post-retirement Medical Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Net periodic benefit expense: Domestic Foreign Domestic Foreign Domestic Foreign Service cost $ — $ 0.1 $ 0.1 $ 0.1 $ 0.1 $ — Interest cost on the projected benefit obligation 0.4 0.2 0.3 0.1 0.3 — Net periodic cost $ 0.4 $ 0.3 $ 0.4 $ 0.2 $ 0.4 $ — The weighted average key assumptions used to determine the net periodic benefit cost of the Domestic and Foreign Pension Plan liabilities are as follows: Pension and SERP Benefits Year Ended December 31, 2016 2015 2014 Domestic Foreign Domestic Foreign Domestic Foreign Discount rate 4.6 % 2.8 % 4.2 % 2.5 % 5.2 % 4.2 % Rate of compensation increase 3.5 % 3.3 % 3.5 % 2.9 % 4.0 % 3.4 % Long-term rate of return on assets 6.5 % 2.9 % 7.4 % 2.5 % 7.8 % 4.2 % Post-retirement Medical Benefits Year Ended December 31, 2016 2015 2014 Domestic Foreign Domestic Foreign Domestic Foreign Discount rate 4.4 % 14.0 % 4.2 % 14.5 % 5.1 % 12.4 % The expected long-term rate of return on assets assumption is developed with reference to historical returns, forward-looking return expectations, the Domestic and Foreign Pension Plans' investment allocations, and peer comparisons. The following tables summarize changes in plan assets and funded status of the Company’s pension and SERP plans: Pension and SERP Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Change in Projected Benefit Obligation: Domestic Foreign Domestic Foreign Domestic Foreign Beginning of period balance $ 230.5 $ 112.7 $ 157.6 $ 88.3 $ 137.4 $ 73.1 Additions — 2.7 — — — — Acquisitions — — 82.6 22.6 — — Service cost — 1.8 — 1.4 — 0.8 Plan amendments — (6.9 ) — 8.9 — — Interest cost 10.1 3.1 6.8 2.8 6.9 3.0 Plan curtailment — (0.1 ) — — — — Actuarial loss (gain) due to assumption change — 14.5 (11.4 ) 0.3 18.1 20.2 Actuarial loss (gain) due to plan experience 5.0 (2.1 ) (0.1 ) 1.1 (0.6 ) 1.6 Benefits and expenses paid (9.2 ) (6.6 ) (5.0 ) (6.6 ) (4.2 ) (4.3 ) Settlement (22.9 ) (2.5 ) — — — (0.5 ) Foreign currency translation — (13.6 ) — (6.1 ) — (5.6 ) End of period balance $ 213.5 $ 103.0 $ 230.5 $ 112.7 $ 157.6 $ 88.3 Pension and SERP Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Change in Fair Value of Plan Assets: Domestic Foreign Domestic Foreign Domestic Foreign Beginning of period balance $ 184.5 $ 93.7 $ 134.0 $ 94.5 $ 127.0 $ 88.1 Acquisitions — — 62.5 8.1 — — Actual return on plan assets, net of expenses 17.9 11.3 (7.0 ) 3.1 11.2 16.0 Employer contributions 6.2 2.5 — 0.5 — 0.2 Benefits paid (9.1 ) (6.6 ) (5.0 ) (6.6 ) (4.2 ) (3.5 ) Settlement (22.9 ) (2.5 ) — — — (0.5 ) Foreign currency translation — (13.4 ) — (5.9 ) — (5.8 ) End of period balance 176.6 85.0 184.5 93.7 134.0 94.5 Funded status of plan $ (36.9 ) $ (18.0 ) $ (46.0 ) $ (19.0 ) $ (23.6 ) $ 6.2 The aggregate accumulated benefit obligation for all defined benefit pension plans was $300 million and $327 million at December 31, 2016 and 2015 , respectively. As of December 31, 2016 , the aggregate accumulated benefit obligation and aggregate fair value of plan assets for plans with accumulated benefit obligations in excess of plan assets were $228 million and $186 million , respectively. As of December 31, 2015 , the aggregate accumulated benefit obligation and aggregate fair value of plan assets for plans with accumulated benefit obligations in excess of plan assets were $327 million and $278 million , respectively. The following table summarizes changes in the Company’s post-retirement medical benefit obligations: Post-retirement Medical Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Change in Accumulated Post-retirement Benefit: Domestic Foreign Domestic Foreign Domestic Foreign Beginning of period balance $ 9.4 $ 1.4 $ 7.4 $ 0.3 $ 6.8 $ 0.3 Acquisitions — — 2.3 1.5 — — Service cost 0.1 0.1 — 0.1 0.1 — Interest cost 0.4 0.2 0.3 0.2 0.3 — Employee contributions 0.3 — 0.2 — — — Actuarial loss (gain) due to assumption change — 0.5 (0.5 ) (0.2 ) 0.5 — Actuarial loss (gain) due to plan experience 0.2 0.6 0.3 (0.1 ) — — Other — 0.4 — (0.3 ) — — Benefits and expenses paid (0.8 ) (0.1 ) (0.6 ) (0.1 ) (0.3 ) — End of period balance $ 9.6 $ 3.1 $ 9.4 $ 1.4 $ 7.4 $ 0.3 Amounts included in the Consolidated Balance Sheets consist of the following: December 31, (amounts in millions) 2016 2015 Prepaid pension assets Foreign pension $ 4.0 $ — Total included in other assets $ 4.0 $ — Other current liabilities Domestic pension $ 0.7 $ 6.7 Foreign pension 0.6 0.6 Domestic post-retirement medical benefits 0.6 0.6 Foreign post-retirement medical benefits 0.2 0.1 Total included in accrued expenses and other current liabilities $ 2.1 $ 8.0 Retirement benefits, less current portion Domestic pension and SERP $ 36.2 $ 39.3 Foreign pensions 21.4 18.4 Domestic post-retirement medical benefits 9.0 8.8 Foreign post-retirement medical benefits 2.9 1.3 Total included in long-term retirement benefits, less current portion $ 69.5 $ 67.8 Weighted average key assumptions used to determine the benefit obligations in the actuarial valuations of the pension and post-retirement benefit liabilities are as follows: Pension and SERP Benefits December 31, 2016 December 31, 2015 Domestic Foreign Domestic Foreign Discount rate 4.2 % 2.3 % 4.6 % 2.8 % Rate of compensation increase 3.5 % 3.0 % 3.5 % 3.4 % Post-retirement Medical Benefits December 31, 2016 December 31, 2015 Domestic Foreign Domestic Foreign Discount rate 4.2 % 12.2 % 4.4 % 14.0 % Amounts recognized in Accumulated Other Comprehensive Income (Loss) consist of the following: Pension and SERP Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Domestic Foreign Domestic Foreign Domestic Foreign Net actuarial loss $ (12.8 ) $ (12.3 ) $ (15.8 ) $ (10.5 ) $ (10.4 ) $ (10.1 ) Prior service costs (0.1 ) (0.3 ) — (8.5 ) — — Total $ (12.9 ) $ (12.6 ) $ (15.8 ) $ (19.0 ) $ (10.4 ) $ (10.1 ) Post-retirement Medical Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Domestic Foreign Domestic Foreign Domestic Foreign Net actuarial (loss) gain $ (0.6 ) $ (1.1 ) $ (0.4 ) $ 0.2 $ (0.6 ) $ — The major categories of assets in the Company’s various defined benefit pension plans as of December 31, 2016 and 2015 are presented in the tables that follow below. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy as explained in Note 11, Fair Value Measurements . The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority, and Level 3 having the lowest. The Company’s domestic and foreign post-retirement plans are unfunded. The amount of estimated prior service costs for the Company's Pension Plans and SERP plans that will be reclassified from "Accumulated other comprehensive loss" into net periodic cost over the next 12 months is immaterial. The fair value of plan assets as of December 31, 2016 were classified in the fair value hierarchy as follows: Fair Value Measurements Using (amounts in millions) December 31, 2016 Quoted prices in Significant other Significant Asset Category Domestic equities $ 31.1 $ 31.1 $ — $ — Mutual funds holding domestic securities 5.5 5.5 — — U.S. Treasuries 4.9 — 4.9 — Mutual funds holding U.S. Treasury Securities 12.0 12.0 — — Mutual funds holding fixed income securities 14.6 14.6 — — Insurance "Buy-In" Policy (a) 70.2 — — 70.2 Foreign public bonds 5.1 — 5.1 — Corporate bonds 1.2 — 1.2 — Cash and cash equivalents 15.1 15.1 — — Sub-Total 159.7 $ 78.3 $ 11.2 $ 70.2 Assets using NAV as a practical expedient 101.9 Total $ 261.6 The fair value of plan assets as of December 31, 2015 were classified in the fair value hierarchy as follows: Fair Value Measurements Using (amounts in millions) December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset Category Domestic equities $ 26.3 $ 26.3 $ — $ — Foreign equities 0.3 0.3 — — Mutual funds holding domestic securities 4.9 4.9 — — U.S. Treasuries 5.0 — 5.0 — Mutual funds holding U.S. Treasury Securities 11.9 11.9 — — Mutual funds holding fixed income securities 16.1 16.1 — — Insurance "Buy-In" Policy (a) 77.2 — — 77.2 Foreign public bonds 2.9 — 2.9 — Corporate bonds 1.5 — 1.5 — Designated benefit fund (b) 1.3 — 1.3 — Cash and cash equivalents 11.2 11.2 — — Sub-Total 158.6 $ 70.7 $ 10.7 $ 77.2 Assets using NAV as a practical expedient 119.6 Total $ 278.2 (a) This category represents assets in the U.K. Pension Plan invested in insurance contract with PIC in connection with the “Buy-In” of the U.K. Pension Plan. (b) This category includes assets held in a fund with the Bank of Taiwan as prescribed by the Taiwan government in accordance with local statutory rules. The methods and assumptions used to estimate the fair value of each category of the Company’s plan assets were as follows: • Level 1 assets include investments in publicly traded equity securities and mutual funds. These securities are actively traded and valued using quoted prices for identical securities from the market exchanges. • Level 2 assets include global fixed-income securities. The fair value of plan assets invested in fixed-income securities is generally determined using market approach pricing methodology, where observable prices are obtained by market transactions involving identical or comparable securities of issuers with similar credit ratings. • Level 3 assets include investments in pooled funds holding real estate in the United Kingdom which were valued using discounted cash flow models that consider long-term lease estimates, future rental receipts and estimated residual values. The decrease in fair value is attributable to a change in the discount rate used in the valuation model and foreign currency effects. • Assets using NAV as a practical expedient include limited partnership interests and commingled funds that are not actively traded or whose underlying investments are valued using observable marketplace inputs. The following table provides a reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3). December 31, (amounts in millions) 2016 2015 Fair value measurements using significant unobservable inputs (Level 3) Beginning balance $ 77.2 $ 83.2 Changes in fair value (7.0 ) (6.0 ) Purchases, sales and settlements (1) — — Transfers into Level 3 — — Transfers out of Level 3 — — Ending balance $ 70.2 $ 77.2 (1) There were no purchases, sales, or settlements, on a gross basis, for the years ended December 31, 2016 and 2015 . As of December 31, 2016 , expected future benefit payments related to the Company’s defined benefit plans were as follows: Pension and SERP Benefits Post-retirement Medical Benefits Total (amounts in millions) Domestic Foreign 2017 $ 12.1 $ 5.7 $ 0.7 $ 18.5 2018 11.2 1.5 0.8 13.5 2019 12.1 1.6 0.8 14.5 2020 12.0 1.7 0.8 14.5 2021 12.1 1.8 0.8 14.7 Subsequent five years 64.1 9.8 4.0 77.9 Total $ 123.6 $ 22.1 $ 7.9 $ 153.6 The measurement date used to determine pension and other post-retirement medical benefits was December 31, 2016 , at which time the minimum contribution level for the following year was determined. The Company's expected future contribution to the pension and other post-retirement plans is $2.9 million in 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Losses before income taxes and non-controlling interests were as follows: Year Ended December 31, (amounts in millions) 2016 2015 2014 Domestic $ (229.1 ) $ (290.8 ) $ (103.9 ) Foreign 181.0 61.5 73.0 Total $ (48.1 ) $ (229.3 ) $ (30.9 ) Income tax expense (benefit) consisted of the following: Year Ended December 31, (amounts in millions) 2016 2015 2014 Current: U.S.: Federal $ 0.1 $ 0.7 $ (0.6 ) State and local 0.4 (0.2 ) 0.4 Foreign 85.5 120.1 36.7 Total current 86.0 120.6 36.5 Deferred: U.S.: Federal 1.9 6.4 (18.3 ) State and local (0.2 ) (5.2 ) 0.4 Foreign (59.1 ) (46.7 ) (25.3 ) Total deferred (57.4 ) (45.5 ) (43.2 ) Income tax expense (benefit) $ 28.6 $ 75.1 $ (6.7 ) Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal statutory tax rates to pre-tax loss, as a result of the following: Year Ended December 31, (amounts in millions) 2016 2015 2014 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % Taxes computed at U.S. statutory rate $ (16.8 ) $ (80.3 ) $ (10.8 ) State income taxes, net of federal benefit 0.1 (3.6 ) 0.8 Foreign tax on foreign operations (17.2 ) (25.3 ) (12.5 ) U.S. tax on foreign operations 29.0 31.1 4.8 Net change in reserve (24.1 ) 27.5 1.5 Change in valuation allowances 68.4 72.6 0.2 Provision for tax on undistributed foreign earnings 26.8 5.0 (3.7 ) Change of tax rate 11.8 (1.0 ) (0.5 ) Impact of transaction costs (24.5 ) 40.5 6.5 Purchase price contingency 1.3 0.4 6.6 Settlement of Series B Convertible Preferred Stock (34.3 ) — — Goodwill impairment 6.2 — — Other, net 1.9 8.2 0.4 Income tax expense (benefit) $ 28.6 $ 75.1 $ (6.7 ) Effective tax rate (59.5 )% (32.8 )% 21.7 % As of December 31, 2015, the Company had approximately $390 million of indefinitely reinvested foreign earnings for which no U.S. income tax or foreign tax had been provided. During the fourth quarter of 2016, the Company changed its intent with regard to the indefinitely reinvested foreign earnings of certain of its foreign subsidiaries. The change was prompted by several factors including a decision to improve the Company’s overall adjusted EBITDA/debt ratio, the term loan refinancing completed in October and December 2016 - whereby the Company was able to move a portion of its debt from the United States to Europe - and the resulting need to access foreign cash to fund the related interest expense. In connection with this change, the Company has provided U.S. income tax and foreign taxes on previously unremitted earnings of certain foreign subsidiaries from 2015 and for other foreign subsidiaries for 2016. The amount of deferred taxes recorded in the fourth quarter of 2016 is $29.7 million . Of this amount, $4.8 million relates to the taxes that would be incurred upon repatriation of earnings from non-U.S. subsidiaries to the U.S. The balance of $24.9 million relates to taxes including withholding taxes upon distribution of earnings from non-U.S. subsidiaries to certain foreign holding companies. The remaining approximately $337 million of undistributed foreign earnings is indefinitely reinvested in the Company’s foreign subsidiaries for which it is impracticable to determine the impact of U.S. income or applicable foreign taxes that would be payable if such earnings were repatriated to the United States. The components of deferred income taxes at December 31, 2016 and 2015 were as follows: December 31, (amounts in millions) 2016 2015 Deferred tax assets: Accounts receivable $ 10.4 $ 8.9 Inventory 9.3 6.6 Accrued liabilities 45.6 34.8 Employee benefits 43.6 27.5 Research and development costs 15.2 11.8 Tax credits 46.2 49.3 Net operating losses 359.7 332.3 Goodwill 16.4 26.8 Financing activities 4.5 30.7 Other 39.0 41.4 Total deferred tax assets 589.9 570.1 Valuation allowance (363.2 ) (303.8 ) Total gross deferred tax assets 226.7 266.3 Deferred tax liabilities: Plant and equipment 37.0 38.6 Intangibles 796.9 867.1 Undistributed foreign earnings 36.8 7.1 Other 0.4 2.9 Total gross deferred tax liabilities 871.1 915.7 Net deferred tax liability $ 644.4 $ 649.4 Deferred tax assets are included in "Other assets" on the Consolidated Balance Sheets as of December 31, 2016 and 2015 . The above table reflects the correction of an immaterial prior year error which overstated the valuation allowance and understated deferred tax liabilities related to intangible assets by $99.8 million . There was no impact to net deferred tax liabilities. Valuation allowances reflect the Company's assessment that it is more likely than not that certain federal, state and foreign deferred tax assets, primarily net operating losses, will not be realized. The assessment of the need for a valuation allowance requires management to make estimates and assumptions about future earnings, reversal of existing temporary differences and available tax planning strategies. If actual experience differs from these estimates and assumptions, the recorded deferred tax asset may not be fully realized, resulting in an increase to income tax expense in Platform's results of operations. The valuation allowance for deferred tax assets was $363 million and $304 million at December 31, 2016 and 2015 , respectively. During 2016, the valuation allowance increased by $59.4 million as a result of $68.4 million of new reserves, offset in part by net reserve deductions and other adjustments of $9.0 million . During 2015, the valuation allowance increased by $284 million as a result of $72.6 million of new reserves and $212 million other adjustments, including the correction noted above, and net deductions from the reserve. At December 31, 2016 , the Company had federal, state and foreign net operating loss carry-forwards of approximately $380 million , $777 million and $697 million , respectively. The U.S. federal net operating loss carry-forwards expire between the years 2021 and 2036 . The U.S. federal net operating loss carry-forwards result in a deferred tax asset of $133 million . The majority of the state net operating loss carry-forwards expire between the years 2017 and 2036 . The state net operating loss carry-forwards result in a deferred tax asset of $37.7 million . Due to the historic and projected domestic losses, the Company has recorded a full valuation allowance against its U.S. federal and state net deferred tax assets exclusive of the indefinite lived assets. The foreign tax net operating loss carry-forwards expire between the years 2017 through 2036 , with some being unlimited in utilization. This results in a deferred tax asset of $189 million . A valuation allowance of $161 million has been provided against the deferred tax assets associated with certain foreign net operating loss carry-forwards because the recent results of the business units associated with the loss carry-forwards indicate that it is more likely than not that the benefits from the net operating loss carry-forwards will not be fully realized . Section 382 of the Internal Revenue Code, or the Code, imposes an annual limitation on the amount of a corporation's U.S. federal taxable income that can be offset by net operating losses, or NOLs, if it experiences an "ownership change" (as defined in the Code). The Company experienced ownership changes in 2013 and 2015 with respect to the acquisition of various companies. Accordingly, the use of the Company's NOLs generated prior to these ownership changes is subject to an annual limitation. If certain changes in the Company's ownership occur prospectively, there could be an additional annual limitation on the amount of utilizable carry-forwards. In addition, at December 31, 2016 , the Company had approximately $24.2 million , $16.7 million , $1.8 million and $3.5 million of foreign tax credits, research and development credits, alternative minimum tax credits and other tax credits, respectively, available for carry-forward. These carry-forward periods range from ten years to an unlimited period of time. As discussed above, a full valuation allowance has been recorded on the Company's U.S. federal and state net deferred tax assets exclusive of indefinite-lived assets. Tax Uncertainties The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year Ended December 31, (amounts in millions) 2016 2015 2014 Unrecognized tax benefits at beginning of period $ 112.2 $ 27.7 $ 25.6 Additions based on current year tax positions 76.2 20.7 1.7 Additions based upon prior year tax positions (including acquired uncertain tax positions) 1.7 72.2 7.4 Reductions due to closed statutes (9.9 ) (2.9 ) (6.7 ) Reductions for prior period positions (51.9 ) — — Reductions for settlements and payments — (5.5 ) (0.3 ) Total unrecognized tax benefits at end of period $ 128.3 $ 112.2 $ 27.7 As of December 31, 2016 , the Company had $128 million of total unrecognized tax benefits, of which $40.1 million , if recognized, would impact the Company’s effective tax rate. The additions in the current year are primarily related to positions regarding acquisitions. The Company was also able to reduce the amount of unrecognized tax benefits in the fourth quarter based on a reassessment of the uncertainty for a previously identified position. Due to expected settlements and statute of limitations expirations, the Company estimates that $11.4 million of the total unrecognized benefits will reverse within the next twelve months. The Company recognizes interest and/or penalties related to income tax matters as part of income tax expense (benefit), which totaled $(5.5) million , $4.9 million and $1.0 million , for the years ended December 31, 2016 , 2015 , and 2014 , respectively. The Company's accrual for interest and penalties totaled $13.3 million and $17.5 million as of December 31, 2016 and 2015 , respectively. As of December 31, 2016 , the following tax years remained subject to examination by the major tax jurisdictions indicated below: Major Jurisdictions Open Years Belgium 2009 through current Brazil 2010 through current China 2010 through current France 2010 through current Japan 2011 through current Mexico 2011 through current Netherlands 2012 through current South Africa 2012 through current Taiwan 2011 through current United Kingdom 2009 through current The Company is subject to taxation in the United States and in various states and foreign jurisdictions. As of December 31, 2016 , the Company's tax years for 2013 , 2014 and 2015 are subject to examination by the U.S. federal tax authorities. With few exceptions, as of December 31, 2016 , the Company was no longer subject to state and local or foreign examinations by tax authorities for years before 2009 . The Company is currently undergoing tax examination in several foreign jurisdictions. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid. However, the Company's liability may need to be adjusted as new information becomes known and as tax examinations continue to progress. |
Debt, Factoring and Customer Fi
Debt, Factoring and Customer Financing Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT, FACTORING AND CUSTOMER FINANCING ARRANGEMENTS | DEBT, FACTORING AND CUSTOMER FINANCING ARRANGEMENTS The Company’s debt consisted of the following: December 31, (amounts in millions) 2016 2015 USD Senior Notes due 2022, interest at 6.50% (1) $ 1,083.2 $ 1,081.1 EUR Senior Notes due 2023, interest at 6.00% (1) 362.4 374.0 USD Senior Notes due 2021, interest at 10.375% (1) 489.0 487.5 First Lien Credit Facility - U.S. Dollar Term Loans due 2020, (2) — 2,631.3 First Lien Credit Facility - U.S. Dollar Term Loans due 2020, (2) 582.5 — First Lien Credit Facility - U.S. Dollar Term Loans due 2021, (2) (3) 1,444.2 — First Lien Credit Facility - Euro Term Loans due 2020, (2) — 619.2 First Lien Credit Facility - Euro Term Loans due 2020, (2) 726.5 — First Lien Credit Facility - Euro Term Loans due 2021, (2) (3) 450.7 — Borrowings under the Revolving Credit Facility, interest at LIBOR plus 3.00% — — Borrowings under lines of credit (4) 86.0 16.7 Other 14.5 18.5 Total debt and capital lease obligations 5,239.0 5,228.3 Less: current portion debt and capital lease obligations (116.1 ) (54.7 ) Total long-term debt and capital lease obligations $ 5,122.9 $ 5,173.6 (1) Net of unamortized premium, discounts and debt issuance costs of $33.4 million and $37.5 million at December 31, 2016 and 2015 , respectively. Weighted average effective interest rate of 7.81% and 7.79% at December 31, 2016 and 2015 , respectively. (2) First Lien Credit Facility term loans net of unamortized discounts and debt issuance costs of $64.0 million and $81.7 million at December 31, 2016 and 2015 , respectively. Weighted average effective interest rate of 5.64% and 6.52% as of December 31, 2016 and 2015 , respectively, including the effects of interest rate swaps. Refer to Note 10, Derivative Instruments , for further information regarding the Company's interest rate swaps. (3) The maturity date will extend to June 7, 2023, provided that the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.10 billion , 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021. (4) Weighted average interest rate of 4.48% and 4.28% as of December 31, 2016 and 2015 , respectively. Minimum future principal payments on long-term debt and capital lease obligations were as follows: (amounts in millions) Long-Term Debt Capital Leases Total 2017 $ 32.8 $ 0.9 $ 33.7 2018 32.8 0.8 33.6 2019 32.8 0.6 33.4 2020 1,321.4 0.5 1,321.9 2021 (*) 2,444.6 1.1 2,445.7 Thereafter 1,371.5 0.7 1,372.2 Total $ 5,235.9 $ 4.6 $ 5,240.5 (*) In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.10 billion , 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date of approximately $1.93 billion of first lien debt will be extended to June 7, 2023 from November 2, 2021, as currently presented in the table above. Amended and Restated Credit Agreement The Company is party to the Amended and Restated Credit Agreement, which governs the First Lien Credit Facility and the Revolving Credit Facility (in U.S. Dollar or multicurrency). A portion of the Revolving Credit Facility not in excess of $30.0 million is available for the issuance of letters of credit. The maximum borrowing capacity under the Amended and Restated Credit Agreement totals $500 million , which consists of (i) an aggregate principal amount of up to $250 million under the Revolving Credit Facility to be denominated in U.S. Dollars, and (ii) an aggregate principal amount of up to $250 million under the Revolving Credit Facility to be denominated in multicurrency. Current availability under the Revolving Credit Facility, net of letters of credits, totals $488 million . Loans under the Revolving Credit Facility bear interest at a rate per annum equal to 3.00% plus an adjusted eurocurrency rate, or 2.00% plus an adjusted base rate, each as calculated as set forth in the Amended and Restated Credit Agreement. The Revolving Credit Facility matures on June 7, 2018, and for lenders that consented to an extension, June 7, 2019. The Company is required to pay a quarterly commitment fee of 0.50% on the unused balance of the Revolving Credit Facility. The Amended and Restated Credit Agreement also provides the Company the ability to incur certain amounts of additional incremental term loans in the future, subject to pro-forma compliance with a financial maintenance covenant and certain other requirements. On October 14, 2016, the Company entered into Amendment No. 5, and on December 6, 2016, into Amendment No. 6 to its Second Amended and Restated Credit Agreement. These amendments, collectively, and among other things, refinanced the Company’s then existing U.S. Dollar tranche B, B-2 and B-3 term loans, and Euro tranche C-1 and C-2 term loans by creating new U.S. Dollar tranche B-4 and B-5 term loans and new Euro tranche C-3 and C-4 term loans. The proceeds of newly created U.S. Dollar and Euro denominated term loans, each as further described below, were used to prepay in full, and effectively reduce the interest rates of, the then existing term loans. In connection with the term loan refinancing, the Company wrote-off $11.3 million of deferred financing fees and original issuance discounts on the modification of the existing debt, which was recorded in "Other income, (expense) net" in the Consolidated Statement of Operations, and expensed $8.4 million of debt issuance costs, which was recorded in "Selling, technical, general and administrative" expenses in the Consolidated Statement of Operations. The effects of the term loan refinancing resulting from Amendments No. 5 and 6 were as follows: (amounts in millions) Balance before refinancing Refinancing Balance after refinancing U.S. Dollar Tranche B Term Loan due 2020 $ 1,151.8 $ (1,151.8 ) $ — U.S. Dollar Tranche B-2 Term Loan due 2020 491.3 (491.3 ) — U.S. Dollar Tranche B-3 Term Loan due 2020 1,034.5 (1,034.5 ) — U.S. Dollar Tranche B-4 Term Loan due 2021 — 1,475.0 1,475.0 U.S. Dollar Tranche B-5 Term Loan due 2020 — 610.0 610.0 Euro Tranche C-1 Term Loan due 2020 309.9 (309.9 ) — Euro Tranche C-2 Term Loan due 2020 318.3 (318.3 ) — Euro Tranche C-3 Term Loan due 2021 — 475.1 475.1 Euro Tranche C-4 Term Loan due 2020 — 750.3 750.3 Totals repriced first lien debt $ 3,305.8 $ 4.6 $ 3,310.4 In connection with the October 2016 refinancing of the Company's previously-existing U.S. Dollar denominated B-1 and B-2 and Euro denominated C-1 term loan tranches, Amendment No. 5 effectively reduced interest rates by 50 basis points for the U.S. Dollar denominated term loans and by 75 basis points for the Euro denominated term loans. The new U.S. Dollar tranche B-4 term loans bear interest at 4.0% per annum, plus an applicable eurocurrency rate, or 3.0% plus an applicable base rate, and the new Euro tranche C-3 term loans bear interest at 3.75% per annum, plus an applicable eurocurrency rate, in each case as calculated in the Amended and Restated Credit Agreement. In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.10 billion , 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date of the term loans refinanced in the October 2016 refinancing totaling approximately $1.93 billion will be extended to June 7, 2023 from November 2, 2021. In connection with the December 2016 refinancing of the Company's previously-existing U.S. Dollar denominated B-3 and Euro denominated C-2 term loan tranches, Amendment No. 6 effectively reduced interest rates by 100 basis points for the U.S. Dollar denominated term loans and by 125 basis points for the Euro denominated term loans. The new U.S. Dollar tranche B-5 term loans bear interest at 3.5% per annum, plus an applicable eurocurrency rate, or 2.5% plus an applicable base rate, and the new Euro tranche C-4 term loans bear interest at 3.25% per annum, plus an applicable eurocurrency rate, in each case as calculated in the Amended and Restated Credit Agreement. Except as set forth in Amendment No. 6 and above, (i) the U.S. Dollar tranche B-5 term loans have identical terms as the U.S. Dollar tranche B-4 term loans and (ii) the Euro tranche C-4 term loans have identical terms as the Euro tranche C-3 term loans and, in each case, are otherwise subject to the provisions of the Amended and Restated Credit Agreement. The obligations incurred under the Amended and Restated Credit Agreement are guaranteed by substantially all of the Company’s domestic subsidiaries, and with respect to the obligations denominated in Euros, the Company and certain of its international subsidiaries. Substantially all of the Company’s domestic subsidiaries, and certain of its international subsidiaries, have also granted security interests in substantially all of their assets in connection with such guarantees, including, but not limited to, the equity interests and personal property of such subsidiaries. Covenants, Events of Default and Provisions The Amended and Restated Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, and dispositions. The Revolving Credit Facility also imposes a financial covenant to maintain a first lien net leverage ratio of 6.25 to 1.0 , subject to a right to cure. A violation of this financial covenant can become an event of default under the Credit Facilities and result in the acceleration of all of the Company's indebtedness. Borrowings under the Amended and Restated Credit Agreement are subject to mandatory prepayment from the proceeds of certain dispositions of assets and from certain insurance and condemnation proceeds, excess cash flow and debt incurrences, in each case, subject to customary carve-outs and exceptions. In addition, Amendment No. 5 also (i) amended the Restricted Payments basket, as defined in the Amended and Restated Credit Agreement, to limit select forms of restricted payments if such payments would cause the total net leverage ratio, calculated as set forth in the Amended and Restated Credit Agreement, to exceed 6.00 to 1.00 , and (ii) requires a prepayment percentage in the case of excess cash flow, both calculated as set forth in the Amended and Restated Credit Agreement, of 75% with step-downs to 50% , 25% and 0% based on the applicable first lien net leverage ratio on the prepayment date. The Amended and Restated Credit Agreement also contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of certain covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other material indebtedness, bankruptcy and insolvency events, material judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Amended and Restated Credit Agreement may be accelerated and the Company's lenders could foreclose on their security interests in the Company's assets, which may have a material adverse effect on the consolidated financial condition, results of operation or cash flows of the Company. In addition, the Amended and Restated Credit Agreement contains a yield protection provision wherein the yield on any current indebtedness issued under the Amended and Restated Credit Agreement would be increased to within 50 basis points of the yield on any additional incremental term loan(s), in the event the incremental term loan(s) provided an initial yield, including original issuance discounts, subject to the yield calculation provisions, as defined, is in excess of 50 basis points of the yield on existing term loan indebtedness. As of December 31, 2016 , the Company was in compliance with the debt covenants contained in its Credit Facilities and, in accordance with applicable debt covenants, had full availability of its unused borrowing capacity of $488 million , net of letters of credit, under the Revolving Credit Facility. Senior Notes On February 2, 2015, the Company completed the February 2015 Notes Offering of $1.10 billion of 6.50% USD Notes due February 1, 2022, plus original issue premium of $1.0 million , and €350 million of 6.00% EUR Notes due February 1, 2023. Interest on these notes is payable semi-annually in arrears on February 1 and August 1 of each year. On November 10, 2015, the Company completed the November 2015 Notes Offering of $500 million of 10.375% USD Notes due May 1, 2021. Interest on these notes is payable semi-annually in arrears on May 1 and November 1 of each year. The Senior Notes are governed by indentures which provide, among other things, for customary affirmative and negative covenants, events of default, and other customary provisions. The Company also has the option to redeem the Senior Notes prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium. The Senior Notes are unsecured and are fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that guarantee the Amended and Restated Credit Agreement. Lines of Credit and Other Debt Facilities The Company has access to various revolving lines of credit, short-term debt facilities, and overdraft facilities worldwide which are used to fund short-term cash needs. As of December 31, 2016 and 2015 , the aggregate principal amount outstanding under such facilities totaled $86.0 million and $16.7 million , respectively. The Company also had letters of credit outstanding of $32.6 million and $40.0 million as of December 31, 2016 and 2015 , respectively, of which $11.8 million and $11.0 million as of December 31, 2016 and 2015 , respectively, reduce the borrowings available under the various facilities. As of December 31, 2016 and 2015 , the availability under these facilities was approximately $561 million and $618 million , respectively, net of outstanding letters of credit. Accounts Receivable Factoring Arrangements Off balance sheet arrangements The Company has arrangements to sell trade receivables to third parties without recourse to the Company. Under these arrangements, the Company had capacity to sell approximately $256 million and $211 million at December 31, 2016 and 2015, respectively, of eligible trade receivables. The Company had utilized approximately $167 million and $105 million of these arrangements as of December 31, 2016 and 2015, respectively. The receivables under these arrangements are excluded from the Company’s Consolidated Balance Sheets and are included in Operating Activities in the Company’s Consolidated Statements of Cash Flows. Costs associated with these programs are included in Selling, Technical, General and Administrative expenses in the Company’s Consolidated Statements of Operations. On balance sheet arrangements The Company has arrangements to sell trade receivables to a third party with recourse to the Company. Under these arrangements, the Company had capacity to sell approximately $65 million and $130 million at December 31, 2016 and 2015, respectively, of eligible trade receivables. The Company had utilized approximately $38.3 million and $71.1 million of these arrangements as of December 31, 2016 and 2015, respectively. The proceeds customer payments from these arrangements are accounted for as Financing Activities in the Company’s Consolidated Statements of Cash Flows. Costs associated with these programs are included in Interest expense, net, in the Company’s Consolidated Statements of Operations. Some of the Company’s subsidiaries in the United States and the Netherlands periodically enter into arrangements with financial institutions for consignment and/or purchase of precious metals. The present and future indebtedness and liability relating to such arrangements are guaranteed by the Company. The Company’s maximum guarantee liability under these arrangements is limited to an aggregate of $18.0 million . |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS In the normal course of business, the Company is exposed to risks relating to changes in foreign currency exchange rates, interest rates and commodity prices. Derivative financial instruments, such as foreign currency exchange forward contracts, interest rate swaps, and commodities futures contracts are used to manage the risks associated with changes in the conditions of those markets. All derivatives are recognized in the Consolidated Balance Sheets at fair value. The counterparties to the Company’s derivative agreements are primarily major international financial institutions. The Company continually monitors its derivative positions and the credit ratings of its counterparties and does not anticipate nonperformance by the counterparties. Foreign Currency The Company conducts a significant portion of its business in currencies other than the U.S. Dollar, its functional currency. As a result, the Company’s operating results are affected by foreign currency exchange rate volatility. As of December 31, 2016 , the Company held foreign currency forward contracts to purchase and sell various currencies primarily with U.S. Dollars and Euro. The Company has not designated any foreign currency exchange forward contracts as eligible for hedge accounting. The total U.S. Dollar equivalent of foreign currency exchange forward contracts held at December 31, 2016 was approximately $552 million , all with settlement dates within one year . The total U.S. Dollar equivalent of foreign currency exchange forward contracts held at December 31, 2015 was approximately $254 million . The following table details the Company's significant outstanding foreign currency forward contracts as of December 31, 2016 : (in millions) Traded against USD Traded against EUR Currency Purchasing Selling Purchasing Selling Euro (EUR) $ 208.3 $ 53.8 $ — $ — Brazilian Real (BRL) 48.4 89.8 — — Japanese Yen (JPY) 41.7 25.1 1.9 2.3 British Pound (GBP) 25.1 — 5.3 — South African Rand (ZAR) — 17.8 — 0.3 Taiwan Dollar (TWD) 16.9 — — — Other 11.9 3.2 — — Total $ 352.3 $ 189.7 $ 7.2 $ 2.6 The change in the net fair value of the foreign currency forward contracts is recorded in "(Loss) gain on derivative contracts" in the Consolidated Statements of Operations. Interest Rates In August 2015, the Company entered into a series of pay-fixed, receive-floating interest rate swaps with respect to a portion of its indebtedness. The interest rate swaps effectively fix the floating base rate portion of the interest payments on approximately $1.15 billion of the Company's USD denominated debt and €282 million of its Euro denominated debt at 1.96% and 1.20% , respectively, from September 2015 through June 2020. Changes in the fair value of a derivative that is designated as, and meets all the required criteria of, a cash flow hedge are recorded in "Accumulated other comprehensive income (loss)" and reclassified into earnings as the underlying hedged item affects earnings. Amounts reclassified into earnings related to the interest rate swaps are included in "Interest expense, net" in the Consolidated Statements of Operations. Commodities As part of its risk management policy, the Company enters into commodities futures contracts on an ongoing basis for the purpose of mitigating its exposure to fluctuations in prices of certain metals it uses in the production of its finished goods. The Company held futures contracts to purchase and sell various metals, primarily tin and silver, for a notional amount of $42.0 million and $16.5 million as of December 31, 2016 and 2015 , respectively. All contracts outstanding as of at December 31, 2016 have delivery dates within the next twelve months . The Company has not designated these derivatives as hedging instruments and, accordingly, records changes in the net fair value of the commodities futures contracts in "(Loss) gain on derivative contracts" in the Consolidated Statements of Operations. Certain subsidiaries of the Company have entered into supply agreements with a third-party that have been deemed to constitute financing agreements with embedded derivative features whose fair value are determined by the change in the market value of the underlying metals between delivery date and measurement date. Amounts associated with these supply agreements, which serve as the notional value of the embedded derivative, have been recorded in "Inventory" and "Current installments of long-term debt and revolving credit facilities" in the Consolidated Balance Sheets, and totaled $9.9 million and $13.0 million at December 31, 2016 and 2015 , respectively. These balances primarily relate to purchases of gold. The fair value of these contracts has been bifurcated and recorded as a derivative liability in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets and totaled $0.2 million at December 31, 2016 and was immaterial at December 31, 2015 . Fair Value of Derivative Instruments The following table summarizes the fair value of derivative instruments reported in the Consolidated Balance Sheets: December 31, (amounts in millions) 2016 2015 Derivatives designated as hedging instruments: Liabilities Balance Sheet Location Interest rate swaps Accrued expenses and other current liabilities $ 10.2 $ — Interest rate swaps Other long-term liabilities — 12.5 Derivatives not designated as hedging instruments: Assets Balance Sheet Location Foreign exchange and metals contracts Other current assets 8.5 1.1 Foreign exchange contracts Other assets — 1.0 Liabilities Balance Sheet Location Foreign exchange and metals contracts Accrued expenses and other current liabilities 10.7 1.0 Net derivative contracts liability $ (12.4 ) $ (11.4 ) For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded the following realized and unrealized (losses) gains associated with derivative contracts designated as hedging instruments and made the following reclassifications from Accumulated Other Comprehensive Income: (amounts in millions) Amount of loss recognized in Other Comprehensive Income for the year ended December 31, Location of loss reclassified from Accumulated Other Comprehensive Income Amount of loss reclassified from Accumulated Other Comprehensive Income into income for the year ended December 31, Derivatives designated as hedging instruments: 2016 2015 2014 2016 2015 2014 Interest rate swaps $ 9.6 $ 12.5 $ — Interest expense, net $ 11.9 $ — $ — Foreign exchange contracts — — 0.2 Foreign exchange loss — — — Total $ 9.6 $ 12.5 $ 0.2 $ 11.9 $ — $ — The interest rate swaps were deemed highly effective, with no ineffective portions, for the years ended December 31, 2016 and 2015. During the next twelve months, the Company expects to reclassify $10.2 million from "Accumulated other comprehensive income (loss)" to "Interest expense, net" in the Consolidated Statements of Operations. For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded the following realized and unrealized (losses) gains associated with derivative contracts not designated as hedging instruments: (amounts in millions) Location of (loss) gain recognized in income on derivatives Amount of (loss) gain recognized in income on derivatives for the year ended December 31, Derivatives not designated as hedging instruments: 2016 2015 2014 Foreign exchange and metals contracts (Loss) gain on derivative contracts $ (12.5 ) $ (74.0 ) $ 0.4 The losses recorded for the year ended December 31, 2015 included a $73.7 million fair value loss incurred in connection with instruments entered into in order to hedge the Company's foreign currency exposure related to the Alent Acquisition. Master Netting Arrangements In the normal course of business, the Company enters into contracts with certain counterparties to purchase and sell foreign currency exchange forwards and metal futures that contain master netting arrangements, typically in the form of an International Swaps and Derivatives Association (ISDA) or similar agreements. The right to set-off within these agreements is limited to certain termination events, such as bankruptcy or default of either party to the agreement. It is the Company's policy not to offset derivative assets and liabilities and to report such instruments on a gross basis in the Consolidated Balance Sheets. The following table presents recognized foreign currency exchange forward and metal future derivative contracts that are subject to master netting arrangements but not offset as of December 31, 2016 and 2015 , with the "Net" column representing the net impact to the Company's Consolidated Balance Sheets had all set-off rights been exercised: December 31, 2016 (amounts in millions) Amounts offset Amounts not offset Net Financial assets Gross assets Gross liabilities offset Net amounts presented Financial instruments Cash collateral paid Derivative assets $ 6.3 $ — $ 6.3 $ (2.5 ) $ — $ 3.8 December 31, 2016 Amounts offset Amounts not offset Net Financial liabilities Gross liabilities Gross assets offset Net amounts presented Financial instruments Cash collateral paid Derivative liabilities $ 8.9 $ — $ 8.9 $ (2.6 ) $ (1.0 ) $ 5.3 December 31, 2015 (amounts in millions) Amounts offset Amounts not offset Net Financial assets Gross assets Gross liabilities offset Net amounts presented Financial instruments Cash collateral paid Derivative assets $ 3.1 $ — $ 3.1 $ (0.3 ) $ — $ 2.8 December 31, 2015 Amounts offset Amounts not offset Net Financial liabilities Gross liabilities Gross assets offset Net amounts presented Financial instruments Cash collateral paid Derivative liabilities $ 1.7 $ — $ 1.7 $ (1.2 ) $ (0.9 ) $ (0.4 ) Collateral paid to counterparties is recorded in "Other current assets" in the Consolidated Balance Sheets. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company determines fair value measurements used in its Consolidated Financial Statements based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction related costs, as determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company uses the most advantageous market, which is the market in which the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction related costs. However, when using the most advantageous market, transaction related costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority, and Level 3 having the lowest. The three levels of the fair value hierarchy are as follows: • Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in non-active markets; and model-derived valuations whose inputs are observable or whose significant valuation drivers are observable. • Level 3 – significant inputs to the valuation model are unobservable and/or reflect the Company’s market assumptions. The following tables present the Company’s financial instruments, assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurement Using: (amounts in millions) December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset Category Cash equivalents $ 48.2 $ — $ 48.2 $ — Available for sale equity securities 5.7 5.1 0.6 — Derivatives 8.5 — 8.5 — Total $ 62.4 $ 5.1 $ 57.3 $ — Liability Category Derivatives $ 20.9 $ — $ 20.9 $ — Long-term contingent consideration 75.8 — — 75.8 Total $ 96.7 $ — $ 20.9 $ 75.8 Fair Value Measurement Using: (amounts in millions) December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset Category Cash equivalents $ 59.4 $ 2.9 $ 56.5 $ — Available for sale equity securities 6.6 5.8 0.8 — Derivatives 2.1 — 2.1 — Total $ 68.1 $ 8.7 $ 59.4 $ — Liability Category Derivatives $ 13.5 $ — $ 13.5 $ — Long-term contingent consideration 70.7 — — 70.7 Total $ 84.2 $ — $ 13.5 $ 70.7 The following methods and assumptions were used to estimate the fair value of each class of the Company’s financial instruments, assets, and liabilities: Cash equivalents - Cash equivalents primarily comprise certificates of deposit issued by financial institutions. These funds are not publicly traded, but historically have been highly liquid. These assets are readily convertible into known amounts of cash and are so near their maturities that there is little risk of change in value. The Company records certificates of deposit at amortized cost in the Consolidated Balance Sheets. Given the relatively short maturities of these instruments, the Company believes amortized cost approximates fair value. The Company classifies these instruments as Level 2. Available for sale equity securities - Equity securities classified as available for sale are measured using quoted market prices at the reporting date multiplied by the quantity held and, accordingly, classified as Level 1 assets. Level 2 equity securities are measured using quoted prices for similar instruments in active markets. Available for sale securities are included in "Other assets" in the Consolidated Balance Sheets. Derivatives - Derivative assets and liabilities include foreign currency, metals and interest rate derivatives. The values were determined using pricing models based upon observable market inputs such as market spot and futures prices on over-the-counter derivative instruments, market interest rates and consideration of counterparty credit risk. Long-term contingent consideration - The long-term contingent consideration represents a potential liability of up to $100 million tied to achievement of EBITDA and common stock trading price performance metrics over a seven -year period ending December 2020 in connection with the MacDermid Acquisition. The common stock performance metric has been satisfied. The fair value of the EBITDA performance metric is derived using the income approach with unobservable inputs, based on future forecasts and present value assumptions which include a discount rate of approximately 9.5% and expected future value of payments of $60.0 million calculated using a probability weighted EBITDA assessment with higher probability associated with the Company achieving the maximum EBITDA targets. Changes in the fair value of the long-term contingent consideration are recorded in "Selling, technical, general and administrative expenses" in the Consolidated Statements of Operations. Relative to the share price metric, an increase or decrease in the discount rate of 1% changes the fair value measure of the metric by approximately $1.6 million . Relative to the EBITDA metric, an increase or a decrease in the discount rate of 1.5% , within a range of probability between 80% and 100% , changes the fair value measure of the metric by approximately $3.0 million . On December 30, 2016, the Company reached an agreement with the Retaining Holders of the long-term contingent consideration liability which amended the EBITDA performance targets to account for the relative impact of the Alent, OMG and OMG Malaysia Acquisitions, completed subsequent to the MacDermid Acquisition, on the performance targets. This amendment did not have a material impact on the fair value of the long-term contingent consideration liability. The following table provides a reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3): December 31, (amounts in millions) 2016 2015 Fair value measurements using significant unobservable inputs (Level 3) Beginning balance $ 70.7 $ 63.9 Changes in fair value 10.1 6.8 Purchases, sales and settlements (515.0 ) — Additions 510.0 — Transfers into Level 3 — — Transfers out of Level 3 — — Ending balance $ 75.8 $ 70.7 For the year ended December 31, 2016 , the Company recorded additions of Level 3 liabilities during the third quarter of 2016 totaling $510 million associated with the Series B Convertible Preferred Stock redemption liability, which was subsequently settled on December 13, 2016. There was an increase in fair value associated with the redemption liability of $5.0 million prior to settlement that was recorded to "Other income (expense), net" in the Consolidated Statements of Operations that has been included in the above table as a change in fair value. There were no purchases, sales or settlements on a gross basis for the year ended December 31, 2015 . The Company transfers the fair value of an asset or liability between levels of the fair value hierarchy at the end of the reporting period during which a significant change in the inputs used to determine the fair value has occurred. During the years ended December 31, 2016 and 2015 , there were no transfers between the fair value hierarchy levels. The following table presents the carrying value and estimated fair value of the Company’s long-term debt and capital lease obligations that are not carried at fair value: (amounts in millions) December 31, 2016 December 31, 2015 Carrying Fair Carrying Fair USD Senior Notes, due 2022 $ 1,083.2 $ 1,109.2 $ 1,081.1 $ 946.3 EUR Senior Notes, due 2023 362.4 372.1 374.0 326.7 USD Senior Notes, due 2021 489.0 555.4 487.5 500.0 First Lien Credit Facility - U.S. Dollar Term Loans, due 2020 582.5 616.8 2,631.3 2,603.6 First Lien Credit Facility - U.S. Dollar Term Loans, due 2021 (1) 1,444.2 1,493.4 — — First Lien Credit Facility - Euro Term Loans, due 2020 726.5 742.3 619.2 624.3 First Lien Credit Facility - Euro Term Loans, due 2021 (1) 450.7 459.2 — — Capital lease obligations 4.6 4.7 5.5 5.3 $ 5,143.1 $ 5,353.1 $ 5,198.6 $ 5,006.2 (1) In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.10 billion , 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date will be extended to June 7, 2023 from November 2, 2021. Carrying values presented above include unamortized premiums, discounts and debt issuance costs. The following methods and assumptions were used to estimate the fair value of the Company’s liabilities not carried at fair value: Long-term debt and capital lease instruments - These financial instruments are measured using quoted market prices at the reporting date multiplied by the gross carrying amount of the related debt which excludes unamortized premiums, discounts and debt issuance costs. Such instruments are valued using Level 2 inputs. Nonrecurring Fair Value Measurements The Company performs its annual impairment test of goodwill as of October 1. As a result of the 2016 test, the Performance Solutions segment recorded an impairment charge of $46.6 million to reduce the carrying value goodwill of the Offshore Solutions reporting unit to a fair value of $276 million . This measurement is performed on a non-recurring basis using significant unobservable inputs (Level 3) as described below: Goodwill: Offshore Solutions - Goodwill was valued using a discounted cash flow analysis, which requires assumptions about short and long-term net cash flows, growth rates, as well as discount rates. Additionally, the Company considered guideline company and guideline transaction information, where available, to aid in the valuation. Multi-year financial forecasts were developed by considering several key business drivers such as new business initiatives, client service and retention standards, market share changes, historical performance, and industry and economic trends, among other considerations. The annual long term growth rates used in 2016 for the initial 5 year period ranged from (1.2)% to 3.9% . The long-term growth rate used in 2016 in determining the terminal value was estimated at 3.0% . Discount rates were estimated based on a Weighted Average Cost of Capital, or WACC. The WACC combines the required return on equity, based on a Modified Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, small stock risk premium and a company-specific risk premium, with the cost of debt, based on BBB-rated corporate bonds, adjusted using an income tax factor. The calculation resulted in a WACC rate of 9.0% . The estimated fair value of the reporting unit was derived from the valuation techniques described above. The estimated fair value was analyzed in relation to numerous market and historical factors, including current economic and market conditions, company-specific growth opportunities, and guideline company information. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Registered Underwritten Public Offerings On September 21, 2016, the Company completed the September 2016 Equity Offering of 48,787,878 shares of its common stock at a public offering price of $8.25 per share. This offering resulted in gross proceeds to Platform of approximately $402.5 million , before underwriting discounts and commissions and offering expenses of $11.9 million . On June 29, 2015, the Company completed the June 2015 Equity Offering of 18,226,414 shares of its common stock at a public offering price of $26.50 per share. The offering resulted in gross proceeds to Platform of approximately $483 million , before underwriting discounts, commissions and offering expenses of $15.0 million . On November 17, 2014, the Company completed the November 2014 Public Offering of 16,445,000 shares of its common stock at a public offering price of $24.50 per share. The offering resulted in gross proceeds to Platform of approximately $403 million , before underwriting discounts, commissions and offering expenses of $15.1 million . Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock. The Board had designated 2,000,000 of those shares as "Series A Preferred Stock." As of December 31, 2016 and 2015 , a total of 2,000,000 shares of Series A Preferred Stock were issued and outstanding. The Board had also designated 600,000 of those shares as "Series B Convertible Preferred Stock," which were redeemable and presented in the mezzanine section of the Consolidated Balance Sheet as of December 31, 2015. As of December 31, 2016 and 2015 , a total of zero and 600,000 shares of Series B Convertible Preferred Stock, respectively, were issued and outstanding. In December 2016, a portion of the shares of Series B Convertible Preferred Stock was converted, with the remaining shares subsequently canceled and retired as explained below. Shares of preferred stock have no voting rights, except in respect of any amendment to the Company's Certificate of Incorporation, as amended, that would alter or change their rights or privileges. Series A Preferred Stock The Founder Entities are current holders of Platform's outstanding 2,000,000 shares of Series A Preferred Stock and are entitled to receive an annual dividend on such Series A Preferred Stock in the form of shares of the Company's common stock. On December 31, 2014, the Board approved a stock dividend of 10,050,290 shares of Platform's common stock with respect to its outstanding Series A Preferred Stock, which represented 20% of the appreciation of the market price of our common stock over the Initial Public Offering price of $10.00 multiplied by the total Initial Public Offering shares. The dividend price was $22.85 and the shares were issued on January 2, 2015 based on the volume weighted average price of $23.16 on December 31, 2014. Starting with fiscal year 2015, the dividend amount is calculated based on the appreciated stock price compared to the highest dividend price previously used in calculating the Series A Preferred Stock dividends. Based on the dividend price of $22.85 used in 2014, no stock dividends were declared in 2016 and 2015 with respect to the Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into one share of common stock of Platform at the option of the holder until December 31, 2020. All outstanding shares of Series A Preferred Stock will be automatically converted into shares of common stock on a one -for-one basis (i) in the event of a change of control of the Company following an acquisition, or (ii) upon the last day of the seven th full financial year following the MacDermid Acquisition, being December 31, 2020 (which may be extended by the Board for three additional years). Series B Convertible Preferred Stock Pursuant to the Arysta share purchase agreement, the Company issued to the Arysta Seller 600,000 shares of Series B Convertible Preferred Stock, which had a $1,000 per share liquidation preference. The fair value of these shares, at the time of the Arysta Acquisition, of $646 million was recognized as "Redeemable preferred stock – Series B" in the Consolidated Balance Sheet. Under the share purchase agreement, the Arysta Seller had the ability to convert these shares, at any time, into 22,107,590 shares of Platform's common stock at a conversion price of $27.14 per share, unless previously mandatorily redeemed by the Company. Additionally, on April 20, 2017, the Company would have been required to repurchase all Series B Convertible Preferred Stock then outstanding and also pay to their holders in cash a make whole payment, corresponding to any deficit between (i) the 10 -day volume weighted price of Platform’s common stock prior to such repurchase, and (ii) $27.14 per share. On September 9, 2016, the Company entered into a settlement agreement with the Arysta Seller and agreed that from October 20, 2016 until the close of business on December 15, 2016, it may settle (i) all of its obligations with respect to its shares of Series B Convertible Preferred Stock in exchange for a cash payment of $1.00 and the issuance of 5,500,000 shares of its common stock upon simultaneous conversion of the Series B Convertible Preferred Stock by the Arysta Seller, and (ii) for a payment of $460 million , its obligation to pay the make whole payment mentioned above. In accordance with the settlement agreement, as amended, on December 13, 2016, the Company settled all of its obligations with respect to its Series B Convertible Preferred Stock and the related make whole payment obligation, as described in the settlement agreement, in exchange for a cash payment of $460 million and the issuance of 5.5 million shares of its common stock upon conversion of the corresponding shares of Series B Convertible Preferred Stock. The remaining shares of Series B Convertible Preferred Stock were subsequently canceled and retired. As a result of the settlement agreement, for accounting purposes, the Series B Convertible Preferred Stock had been deemed an extinguishment in exchange for the issuance of another financial instrument. The Company recognized a gain of $103 million in "Other income, net" in the Consolidated Statement of Operations and a gain of $32.9 million in "Net income (loss) attributable to common stockholders." The Company elected the fair value option to measure the preferred stock redemption liability subsequent to the date of the settlement agreement as it most accurately reflected the economics of the transaction and the value of the preferred stock redemption liability. For the year ended December 31, 2016, the Company recorded a $5.0 million loss associated with the remeasurement of the preferred stock redemption liability, which was recorded to "Other income, net" in the Consolidated Statement of Operations. Issuance of Common Stock in Connection with Acquisitions In connection with the Alent Acquisition, on December 2, 2015, the Company issued 18,419,738 shares of its common stock to Alent shareholders, including Cevian Capital II Master Fund LP, the then largest shareholder of Alent. The shares were issued in reliance upon an exemption from the registration requirements of the Securities Act set forth in Section 3(a)(10) thereof and began trading on the NYSE upon their issuance. In connection with the Agriphar Acquisition, on October 1, 2014, the Company issued to a representative of Percival 711,551 restricted shares of our common stock, which will become unrestricted beginning January 2, 2018 unless agreed otherwise in accordance with the terms of the acquisition agreement. The seller was granted a put option to sell and transfer all of its shares back to Platform on the date that is six months from the closing of the Agriphar Acquisition, which was not exercised. As a result, the value of the option, totaling $3.0 million , was reversed and included in "Other income (expense), net" in the Consolidated Statements of Operations for the year ended December 31, 2015. In connection with the CAS Acquisition, on November 3, 2014, the Company issued to Chemtura 2,000,000 shares of Platform's common stock, then restricted under Rule 144. Private Placements On October 8, 2014 and November 6, 2014, the Company completed the October/November 2014 Private Placement to certain investors of an aggregate of 16,060,960 shares and 9,404,064 shares of Platform's common stock, respectively, at a price of $25.59 per share. In the October/November 2014 Private Placement, the Company received proceeds of $652 million , gross of transaction fees and offering expenses of $0.3 million . On May 20, 2014, the Company completed the May 2014 Private Placement to certain investors of an aggregate of 15,800,000 shares of Platform’s common stock for an aggregate consideration of $300 million , gross of transaction related costs of $13.8 million . Warrant Mandatory Redemption On March 4, 2014, a mandatory redemption event occurred with respect to all of the Company’s then outstanding warrants. On or after April 3, 2014, the date of the mandatory redemption fixed by the Company, holders of warrants had no further rights with respect to such warrants except to receive $0.01 per warrant. During the year ended December 31, 2014, the Company issued 16,244,694 shares of common stock in connection with the exercise of 48,734,082 warrants, resulting in proceeds to the Company of $187 million . On April 3, 2014, Platform completed the mandatory redemption of the remaining 8,580 outstanding warrants for $0.01 per warrant. Non-Controlling Interest In connection with the MacDermid Acquisition, approximately $97.5 million was raised in new equity consisting of shares of PDH Common Stock. Since October 31, 2014, all shares of PDH Common Stock are convertible, at the option of the holder, into a like number of shares of the Company's common stock, the sale of which is subject to a contractual lock-up of 25% per year over a four -year period, which started on October 31, 2013. Since October 31, 2016, which corresponded to the third anniversary of the MacDermid Acquisition, all shares of PDH Common Stock, except those held by Tartan, remains subject to a contractual lock-up with respect to 25% of the total shares of PDH Common Stock initially received by their holders. Tartan members, who hold approximately 6.7 million shares of PDH Common Stock, are no longer subject to any contractual lock-up since October 31, 2016. The PDH Common Stock is classified as a non-controlling interest on the Consolidated Balance Sheets at December 31, 2016 and 2015 and will continue to be until such time as it is exchanged for shares of common stock. The total number of shares of common stock originally issuable upon the exchange of PDH Common Stock pursuant to the RHSA was approximately 8.8 million , against which 1,038,349 shares have been issued as of December 31, 2016 . For the years ended December 31, 2016 , 2015 and 2014, approximately $(5.9) million , $(1.4) million and $6.4 million , respectively, of net (loss) income has been allocated to the Retaining Holders, as included in the Consolidated Statements of Operations, representing non-controlling interest of 6.01% , 6.25% and 6.67% at December 31, 2016 , 2015 and 2014, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Changes in each component of accumulated other comprehensive (loss) income, net of tax, for the years ended December 31, 2016 , 2015 and 2014 were as follows: (amounts in millions) Foreign Currency Translation Adjustments Pension and Post-retirement Plans Unrealized Gain (Loss) on Available for Sale Securities Derivative Financial Instrument Revaluation Non-Controlling Interests Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2013 $ (0.6 ) $ 1.8 $ — $ 0.1 $ — $ 1.3 Other comprehensive (loss) income, net (121.6 ) (16.7 ) 0.1 (0.1 ) 6.4 (131.9 ) Balance at December 31, 2014 (122.2 ) (14.9 ) 0.1 — 6.4 (130.6 ) Other comprehensive (loss) income before reclassifications, net (777.1 ) (10.9 ) 1.1 (8.1 ) 40.0 (755.0 ) Tax benefit reclassified — (0.5 ) — — — (0.5 ) Balance at December 31, 2015 $ (899.3 ) $ (26.3 ) $ 1.2 $ (8.1 ) $ 46.4 $ (886.1 ) Other comprehensive income (loss) before reclassifications, net 204.6 8.3 (0.8 ) (9.6 ) (2.0 ) 200.5 Reclassifications, pretax — (0.8 ) — 11.9 — 11.1 Tax (benefit) expense reclassified — — — — — — Balance at December 31, 2016 (694.7 ) (18.8 ) 0.4 (5.8 ) 44.4 (674.5 ) |
Earnings Loss Per Share
Earnings Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS LOSS PER SHARE | EARNINGS LOSS PER SHARE A computation of loss per share and weighted average shares of common stock outstanding for the years ended December 31, 2016 , 2015 and 2014 follows: Year Ended December 31, (amounts in millions, except per share amounts) 2016 2015 2014 Net loss attributable to common stockholders $ (40.8 ) $ (308.6 ) $ (262.6 ) Adjustments to the numerator for diluted earnings per share: Gain on settlement agreement related to Series B Convertible Preferred Stock (103.0 ) — — Gain on amendment of Series B Convertible Preferred Stock (32.9 ) — — Remeasurement adjustment associated with the Preferred Series B redemption liability 5.0 — — Loss attributed to PDH non-controlling interest (5.9 ) — — Net loss attributable to common stockholders for diluted EPS $ (177.6 ) $ (308.6 ) $ (262.6 ) Basic weighted average common stock outstanding 243.3 203.2 135.3 Conversion related to the amendment of the Series B Preferred Stock - assumed at beginning of reporting period 15.3 — — Settlement of preferred stock redemption liability - assumed at beginning of reporting period 5.7 — — Conversion of PDH non-controlling interest 8.0 — — Share adjustments (1) 29.0 — — Dilutive weighted average common stock outstanding 272.3 203.2 135.3 Loss per share attributable to common stockholders: Basic $ (0.17 ) $ (1.52 ) $ (1.94 ) Diluted $ (0.65 ) $ (1.52 ) $ (1.94 ) Dividends per share paid to common stockholders $ — $ — $ — (1) For the years ended December 31, 2015 , and 2014 , no share adjustments were included in the dilutive weighted average shares outstanding computation as their effect would have been anti-dilutive. For more information about such dilutive shares outstanding, refer to the table below. For the years ended December 31, 2016 , 2015 , and 2014 , the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or because performance targets and/or market conditions were not yet met for awards contingent upon such measures. Year Ended December 31, (amounts in thousands) 2016 2015 2014 Shares contingently issuable to Founder Entities as stock dividend to Series A Preferred Stock — 1,239 10,453 Shares issuable upon conversion of PDH Common Stock — 8,318 8,641 Shares issuable upon conversion of Series A Preferred Stock 2,000 2,000 2,000 Shares issuable upon conversion of Series B Convertible Preferred Stock — 19,443 — Shares contingently issuable for the contingent consideration 8,553 4,640 1,503 Shares issuable upon conversion of the 401k exchange rights — — 270 Stock options — 55 89 RSUs 147 74 70 Shares issuable under the ESPP 2 1 — 10,702 35,770 23,026 |
Operating Lease Commitments
Operating Lease Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
OPERATING LEASE COMMITMENTS | OPERATING LEASE COMMITMENTS The Company leases certain land, office space, warehouse space, and equipment under agreements which are classified as operating leases for financial statement purposes. Certain of these leases provide for payment of real estate taxes, common area maintenance, insurance, and certain other expenses. Lease terms may have escalating rent provisions and rent holidays which are recognized on a straight-line basis over the term of the lease. The leases expire at various dates through 2055 . Total operating lease rental expense for the years ended December 31, 2016 , 2015 and 2014 was $36.7 million , $22.9 million and $11.3 million , respectively. Minimum future non-cancelable operating lease commitments were as follows: (amounts in millions) Operating Lease Commitments Year ending December 31, 2017 $ 29.6 2018 20.4 2019 13.9 2020 10.5 2021 8.8 Thereafter 28.8 Total $ 112.0 The fixed operating lease commitments detailed above assume that the Company continues the leases through their initial lease terms. |
Contingencies, Environmental an
Contingencies, Environmental and Legal Matters | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS | CONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS Asset Retirement Obligations The Company has recognized AROs for properties where it can make a reasonable estimate of the future expenditures necessary to satisfy the related obligations. The Company considers identified legally-enforceable obligations, estimated settlement dates and appropriate discount and inflation rates in calculating the fair value of its AROs. The Company's ARO liability were included in "Accrued expenses and other current liabilities" and "Other long-term liabilities" in the Consolidated Balance Sheets. The balances and the related changes were as follows: (amounts in millions) Year Ended December 31, 2016 2015 2014 AROs, beginning of period $ 17.5 $ 18.5 $ 4.8 Acquisitions 2.7 0.4 13.2 Additional obligations incurred — — 0.5 Accretion expense 1.2 1.0 0.7 Remeasurements — (0.2 ) — Payments (1.3 ) (0.4 ) (0.2 ) Foreign currency translation (0.3 ) (1.8 ) (0.5 ) AROs, end of period $ 19.8 $ 17.5 $ 18.5 Environmental Liabilities The Company is involved in various claims relating to environmental matters at a number of current and former plant sites and waste management sites. The Company engages or participates in remedial and other environmental compliance activities at certain of these sites. At other sites, it has been named as a “potential responsible party” (PRP) pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law for site remediation. The Company analyzes each individual site, considering the number of parties involved, the level of its potential liability or contribution relating to the other parties, the nature and magnitude of the hazardous wastes involved, the method and extent of remediation, the potential insurance coverage, the estimated legal and consulting expense with respect to each site and the time period over which any costs would likely be incurred. Based on the above analysis, the Company estimates the clean-up costs and related claims for each site. The estimates are based in part on discussions with other PRPs, governmental agencies and engineering firms. The Company accrues for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current laws and existing technologies. The accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. While uncertainty exists with respect to the amount and timing of its ultimate environmental liabilities, the Company does not currently anticipate any material losses in excess of the amount recorded. However, it is possible that new information about these sites, such as results of investigations, could make it necessary for the Company to reassess its potential exposure related to these environmental matters. The Company's environmental liability is included in "Accrued expenses and other current liabilities" and "Other long-term liabilities" in the Consolidated Balance Sheets, and totaled $32.6 million and $25.7 million as of December 31, 2016 and 2015 , respectively, primarily in connection with environmental remediation, clean-up costs, and monitoring of sites that were either closed or disposed of in prior years by Alent, which the Company acquired in December 2015. As of the date hereof, management does not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of the Company's recorded liabilities, and is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters. Legal Proceedings From time to time, the Company is involved in various legal proceedings in the normal course of its business. The Company believes that the resolution of these claims, to the extent not covered by insurance, will not individually or in the aggregate, have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. The Company's accruals for its outstanding legal proceedings are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets, and totaled $3.7 million and $6.5 million as of December 31, 2016 and 2015 , respectively. Product liability and/or personal injury claims for, or relating to, products the Company sells under its Agricultural Solutions segment are complex in nature and have outcomes that are difficult to predict. Since these products are used in the food chain on a global basis, any such product liability or personal injury claim could lead to litigation in multiple jurisdictions. In September 2014, Agricola Colonet, SA de CV filed a complaint with the 1st Civil Court in San Quintin (Baja California) where it alleged that certain Arysta products purchased from a retail distributor in Mexico were contaminated, requiring treated crops to be destroyed. Agricola Colonet, SA de CV is seeking compensation of approximately MXN 196 million ( $9.5 million , based on the MXN/USD exchange rate of 0.0482 on December 31, 2016 ). A related complaint was filed in June 2016 in the U.S. District Court for the Southern District of California by Fresh Pac International, Inc., naming the Company as a defendant. In the complaint, Fresh Pac International Inc. claims to be a distributor of produce for Agricola Colonet, SA de CV and seeks in excess of $6.0 million in damages allegedly sustained in connection with the events that appear to form the basis of the claim by Agricola Colonet SA de CV. The Company believes that it has adequate defenses and intends to vigorously defend against these claims. Under its risk management policies, the Company maintains certain insurance policies under which such claims may be covered. In June 2009, a lawsuit was filed in the District Court for the City of Ulianópolis in the State of Pará, Brazil by a private individual against Arysta LifeScience do Brasil Industria Química e Agropecuária Ltda, or Arysta Brazil, and 25 other defendants, and in November 2011, a claim was filed, also in the District Court for the City of Ulianópolis in the State of Pará, Brazil, against Arysta Brazil and five other defendants by the city of Ulianópolis, in each case in connection with materials sent by Arysta Brazil and others to an incineration site owned and operated by an unaffiliated third-party in the state of Pará, Brazil. Arysta Brazil was summoned and has filed its answer in connection with both cases. Proceedings have been suspended indefinitely in order to allow the Pará State Attorney to conduct civil inquiries to determine the extent of contamination and the appropriate remediation, and to identify potentially responsible parties. Damages sought in the private lawsuit include a penalty of BRL 50.0 million ( $15.4 million , based on the BRL/USD exchange rate of 0.3071 on December 31, 2016 ), plus interest and the cost of remediation. The cost of remediation in the case brought by the city of Ulianopolis was previously estimated by the city to be BRL 70.9 million ( $21.8 million , based on the BRL/USD exchange rate of 0.3071 on December 31, 2016 ). In addition, 29 former employees of the incineration facility have brought actions in the Labor Court of Paragominas in the State of Pará, Brazil naming 80 defendants, including Arysta Brazil, seeking compensation in an aggregate amount of BRL 387 million ( $118.7 million , based on the BRL/USD exchange rate of 0.3071 on December 31, 2016 ) for health problems allegedly contracted as a result of their employment at the incineration site. From time to time, in the ordinary course of business, the Company contests tax assessments received by its subsidiaries in various jurisdictions. Our contested tax assessments have been most prevalent in Brazil, where the tax regime is complex, and the administrative and judicial procedures for resolving disputed tax assessments are expensive and time-consuming. In addition, short of simply paying the entire amount demanded, including penalties, interest, and attorney’s fees, it is not possible to settle disputed tax assessments other than by submission for inclusion in formal tax amnesty programs announced by the Brazilian federal or state governments from time to time at irregular intervals. The terms of such amnesty programs vary, but generally offer the possibility of reduced interest and penalties. Historically, Arysta has submitted selected contested tax matters for inclusion in such amnesty programs in Brazil, when it appeared prudent to management to do so. The Company is currently contesting several tax assessments at various stages of the applicable administrative and judicial processes, with a combined amount at issue, including interest and penalties, of approximately BRL 83.1 million ( $25.5 million , based on the BRL/USD exchange rate of 0.3071 on December 31, 2016 ). Because tax matters in Brazil historically take many years to resolve, it is very difficult to estimate when these matters will be finally resolved. Based on management's judgments, the Company does not expect it will incur a material loss in excess of accrued liabilities. In July 2014, a federal court jury in the U.S. District Court for the District of Connecticut found in favor of MacDermid Printing Solutions LLC in litigation against Cortron, Inc. The court entered a judgment in the amount of approximately $64.7 million . Cortron, Inc. appealed the verdict, and in August 2016 the United States Court of Appeals for the Second Circuit issued a decision in which it reversed the District Court’s verdict with respect to certain claims, affirmed with respect to other claims, and remanded to the District Court to recalculate the damages payable to MacDermid Printing Solutions LLC. Accordingly, the amount of the ultimate judgment is subject to further proceedings in the District Court and is, therefore, uncertain. All proceeds from this litigation are subject to the pending litigation provisions of the Business Combination Agreement and Plan of Merger dated as of October 10, 2013. In September 2014, the U.S. District Court for the District of New Jersey rendered a summary judgment in favor of MacDermid related to a patent litigation with E.I. du Pont de Nemours and Company. The Court issued summary judgment rulings in favor of MacDermid finding certain E.I. du Pont de Nemours and Company’s patents invalid and not infringed. These rulings summarily found against E.I. du Pont de Nemours and Company on all of the patent claims asserted by E.I. du Pont de Nemours and Company in this lawsuit. The ruling, however, leaves the counterclaims made by MacDermid against E.I. du Pont de Nemours and Company in place. E.I. du Pont de Nemours and Company appealed the summary judgment, and in August 2016 the United States Court of Appeals for the Federal Circuit affirmed the District Court’s summary judgment rulings. E.I. du Pont de Nemours and Company petitioned the Court of Appeals for a review of the decision en banc , which petition was denied. A trial date for MacDermid’s counterclaims against E.I. du Pont de Nemours and Company has not yet been set. All proceeds from this litigation are subject to the pending litigation provisions of the Business Combination Agreement and Plan of Merger dated as of October 10, 2013. In February 2015, MacDermid, as plaintiff, settled a litigation with Cookson Group plc, Enthone Inc., Cookson Electronics and David North, as defendants, for $25.0 million . The litigation related to certain corporate activities that occurred between MacDermid and the defendants in 2006 and 2007. On April 3, 2015, the Company received part of the settlement in the amount of $16.0 million and placed the remainder, net of legal costs, into escrow for future distribution in accordance with the pending litigation provisions of the Business Combination Agreement and Plan of Merger dated as of October 10, 2013. In March 2016, a class action lawsuit entitled Dillard v. Platform Specialty Products Corporation, et al. was filed against Platform and certain of its former and current executive officers in the U.S. District Court for the Southern District of Florida alleging material false and misleading statements relating to our business, operational and compliance policies in light of certain past business practices of Arysta's West Africa business, as disclosed herein and in the 2015 Annual Report. In June 2016, the Court appointed joint lead plaintiffs, and in July 2016, the lead plaintiffs filed an amended complaint with an expanded class period but stating substantially similar claims to those contained in the original complaint. In September 2016, Platform filed a motion to dismiss this complaint. On December 7, 2016, the Court granted the motion to dismiss. On December 14, 2016, the parties submitted a joint stipulation of dismissal, and on December 16, 2016, the Court issued an order closing the case. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Issuance of Common Stock to the Arysta Seller On December 13, 2016, Platform settled all of its obligations with respect to the Series B Convertible Preferred Stock and the related make-whole payment obligation in exchange for a cash payment of $460 million and the issuance of 5.5 million shares of its common stock to the Arysta Seller or one or more of its affiliates. See Note 12, Stockholders' Equity , to the Consolidated Financial Statements, under the heading " Series B Convertible Preferred Stock." RHSA Immediately prior to the closing of the MacDermid Acquisition, each Retaining Holder entered into a RHSA pursuant to which they agreed to exchange their respective interests in MacDermid Holdings for shares of PDH Common Stock, at an exchange rate of $11.00 per share plus, with respect to certain equity interests of MacDermid Holdings held by the Retaining Holder, (i) a proportionate share of a contingent interest in certain pending litigation, and (ii) a proportionate share of up to $100 million of contingent purchase price payable upon the attainment of certain EBITDA and stock trading price performance metrics during the seven -year period following the closing of the MacDermid Acquisition. The resulting non-controlling interest percentage for the Retaining Holders was 6.01% and 6.25% as of December 31, 2016 and 2015 , respectively. Since October 31, 2016, which corresponded to the third anniversary of the MacDermid Acquisition, each Retaining Holder, with the exception of Tartan, remains subject to a contractual lock-up with respect to 25% of the total shares of PDH Common Stock initially received by such Retaining Holder. Tartan members, who hold approximately 6.7 million of shares of PDH common stock, are no longer subject to any contractual lock-up since October 31, 2016. In addition, until the earlier of (i) the seven th anniversary of the MacDermid Acquisition (that is October 31, 2020), and (ii) such date on which all shares of PDH Common Stock held by Tartan have been exchanged for common stock, Platform has agreed, among certain other covenants, to obtain written consent from Tartan prior to issuing additional securities, or instruments convertible, exchangeable or exercisable for securities. Advisory Services Agreement On October 31, 2013, the Company entered into an Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of one of the Company's founder directors. Under this agreement, Mariposa Capital, LLC provides certain advisory services to the Company and is entitled to receive an annual fee equal to $2.0 million , payable in quarterly installments. This agreement is automatically renewed for successive one -year terms unless either party notifies the other party in writing of its intention not to renew no later than 90 days prior to the expiration of the applicable term. This agreement may only be terminated by the Company upon a vote of a majority of its directors. In the event that this agreement is terminated by the Company, the effective date of the termination will be six months following the expiration of the applicable term. Under this agreement, the Company incurred advisory fees totaling $2.0 million during each of the years ended December 31, 2016 , 2015 and 2014 . Registration Rights Agreements On November 7, 2013, the Company entered into a registration rights agreement with Pershing Square on behalf of funds managed by Pershing Square pursuant to which the Company agreed to file a resale registration statement for the resale of the shares those funds own from time to time promptly after becoming eligible to utilize a Form S-3. The Company became eligible to file a registration statement on Form S-3 on January 23, 2015, and initially filed a registration statement on February 2, 2015 which was declared effective on February 20, 2015. On May 20, 2014, the Company completed the May 2014 Private Placement. Blue Ridge Limited Partnership, a stockholder of more than 5% of the Company's then issued and outstanding common stock, along with one of its affiliates, Blue Ridge Offshore Master Limited Partnership, purchased an aggregate 1,000,000 shares of the Company's common stock issued in the May 2014 Private Placement, at $19.00 per share. In connection with the May 2014 Private Placement, the Company granted registration rights to each investor, including Blue Ridge Limited Partnership and Blue Ridge Offshore Master Limited Partnership. Pursuant to these registration rights agreements, on May 23, 2014, the Company filed the May Resale Registration Statement to register the resale of all of the shares sold in the May 2014 Private Placement, which was amended on June 13, 2014 and declared effective on June 19, 2014. In connection with the October/November 2014 Private Placement, Blue Ridge Limited Partnership and Blue Ridge Offshore Master Limited Partnership, stockholders of more than 5% of the Company's then issued and outstanding common stock, purchased an aggregate 1,953,888 shares of the Company's common stock, at $25.59 per share. In addition, Pershing Square, through the Pershing Square Funds, purchased 9,404,064 shares, at $25.59 per share. A partner of Pershing Square is a member of Platform’s board of directors. In connection with the October/November 2014 Private Placement, the Company entered into registration rights agreements with each investor, including Blue Ridge Limited Partnership, Blue Ridge Offshore Master Limited Partnership and Pershing Square on behalf of its funds. Pursuant to these registration rights agreements, on November 3, 2014, the Company filed the November Resale Registration Statement to register the resale of all of the shares sold in the October/November 2014 Private Placement, including the 9,404,064 shares issued to the Pershing Square’s funds upon stockholder approval on November 6, 2014. The November Resale Registration Statement was declared effective on November 10, 2014. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING The Company continuously evaluates its operations in an effort to identify opportunities to improve profitability by leveraging existing infrastructure to reduce operating costs and respond to overall economic conditions. Restructuring expenses were recorded as follows in each of the Company's business segments: Year Ended December 31, (amounts in millions) 2016 2015 2014 Performance Solutions $ 25.0 $ 6.9 $ 1.5 Agricultural Solutions 6.1 18.4 1.5 Total restructuring $ 31.1 $ 25.3 $ 3.0 At December 31, 2016 and 2015 , the Company’s restructuring liability totaled zero and $1.1 million , respectively, and was included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. 2016 Activity The restructuring plans initiated within the Performance Solutions segment primarily relate to headcount reductions associated with the integration of the Alent, OMG and OMG Malaysia Acquisitions. The restructuring plans initiated within the Agricultural Solutions segment primarily relate to cost saving opportunities associated with the integration of the Arysta, CAS and Agriphar Acquisitions. There are no material additional costs expected to be incurred related to these discrete restructuring plans. 2015 Activity The restructuring activity initiated by the Company's Performance Solutions segment primarily related to cost saving opportunities associated with a realignment of the segment's footprint in the United States, which included the sale of one of its legacy manufacturing sites during the third quarter of 2015, and cost saving opportunities associated with the integration of the Alent Acquisition. The restructuring plans initiated by the Company's Agricultural Solutions segment primarily related to cost saving opportunities associated with the integration of the Arysta, CAS and Agriphar Acquisitions. Both segments also incurred expenses related to several overhead cost reduction initiatives. There are no material additional costs expected to be incurred related to these discrete restructuring plans. 2014 Activity The restructuring activity initiated in 2014 primarily related to the elimination of certain headcount positions as well as several small initiatives targeting cost reduction opportunities. Restructuring expenses were recorded as follows in the Consolidated Statements of Operations: Year Ended December 31, (amounts in millions) 2016 2015 2014 Cost of sales $ 0.9 $ 6.3 $ — Selling, technical, general and administrative 30.2 19.0 3.0 Total restructuring $ 31.1 $ 25.3 $ 3.0 |
Other Income (Expense), Net
Other Income (Expense), Net | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | OTHER INCOME (EXPENSE), NET "Other income (expense), net", as reported in the Consolidated Statements of Operations, consisted of the following: Year Ended December 31, (amounts in millions) 2016 2015 2014 Gain on settlement agreement related to Series B Convertible Preferred Stock $ 103.0 $ — $ — Loss on debt extinguishment (11.3 ) — — Non-cash change in fair value of preferred stock redemption liability (5.0 ) — — Legal settlements — 17.7 — Sale of intellectual property and product rights 4.4 6.1 — Acquisition put option settlement — 3.0 — Other income (expense), net 9.7 3.6 (0.2 ) Total other income (expense), net $ 100.8 $ 30.4 $ (0.2 ) |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES "Accrued expenses and other current liabilities", as reported in the Consolidated Balance Sheets, consisted of the following: December 31, (amounts in millions) 2016 2015 Accrued customer rebates and sales incentives $ 120.7 $ 120.7 Factoring and customer financing arrangements 38.3 71.1 Other current liabilities 238.0 222.4 Total accrued expenses and other current liabilities $ 397.0 $ 414.2 |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE RECEIVABLE On October 28, 2015, the Company extended a short-term, recourse loan of $125 million to an unrelated third-party. The loan earned interest at an annual rate of 11% from inception through its settlement in January 2016. During 2015, the Company recognized interest income on the loan of $2.4 million . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company's operations are organized into two reportable segments: Performance Solutions and Agricultural Solutions. The reporting segments represent businesses for which separate financial information is utilized by the chief operating decision maker, or CODM, for purpose of allocating resources and evaluating performance. Each of the reportable segments has its own president, who reports to the CODM. Performance Solutions – The Performance Solutions segment formulates and markets dynamic chemistry solutions that are used in automotive production, commercial packaging and printing, electronics, and oil and gas production and drilling. Its products include surface and coating materials, functional conversion coatings, electronics assembly materials, water-based hydraulic control fluids and photopolymers. Performance Solutions' products are sold worldwide. In conjunction with the sale of its products, extensive technical service and support is provided to ensure superior performance. Within this segment, the Company provides specialty chemical solutions to the following five industries; Assembly Solutions, Electronics Solutions, Industrial Solutions, Graphic Solutions, and Offshore Solutions. Assembly Solutions: The segment develops, manufactures and sells innovative interconnected materials, primarily in the electronics market, used to assemble printed circuit boards and advanced semiconductor packaging. Electronics Solutions : The segment designs and formulates a complete line of proprietary “wet” dynamic chemistries used by customers to process the surface of the printed circuit boards and other electronic components they manufacture. Industrial Solutions The segment's dynamic chemistries are used for finishing, cleaning and providing surface coatings for a broad range of metal and non-metal surfaces which improve the performance or look of a component of an industrial part or process. Graphic Solutions: The segment produces photopolymers, through an extensive line of flexographic plates, which are used to produce printing plates for transferring images onto commercial packaging, including packaging for consumer food products, pet food bags, corrugated boxes, labels and beverage containers. In addition, the segment also produces photopolymer printing plates for the flexographic and letterpress newspaper and publications markets. Offshore Solutions: The segment produces water-based hydraulic control fluids for major oil and gas companies and drilling contractors for offshore deep water production and drilling applications. Agricultural Solutions – The Agricultural Solutions segment is based on a solutions-oriented business model that focuses on product innovation to address an ever-increasing need for higher crop yield and quality. It offers to growers diverse crop-protection solutions from weeds (herbicides), insects (insecticides) and diseases (fungicides), in foliar and seed treatment applications. The segment also offers a wide variety of proven BioSolutions, including biostimulants, innovative nutrition and biocontrol products. It emphasizes farmer economics and food safety by combining, when possible, BioSolutions with crop protection and seed treatment agrochemicals. With products to address every stage of the plant life-cycle, Agricultural Solutions aims to outperform the crop protection chemistry market by focusing on high-growth, high-value and high-differentiation (H 3 ). In line with these objectives, in 2016, our Agricultural Solutions segment launched a "H 3 Priority Segments" program, which focuses on five priority segments selected for their potential to deliver accelerated growth and sustained profitability due to their strong solutions orientation. The Company believes that each of these H 3 Priority Segments is a high growth and high value segment that demonstrates a high potential for differentiation. These H 3 Priority Segments consist of: Crop Establishment, Plant Stress and Stimulation, Resistant Weed Management, Specialty Protection Niches, and Crop Residue Management. Crop Establishment: Focuses on seed treatment and in-furrow applications to protect the crop in its early stages. Plant Stress and Stimulation: Helps the metabolism of the plant deal with abiotic stresses such as drought and cold, while stimulating it to enhance yields through the use of biostimulants and other solutions. Resistant Weed Management: Develops solutions to manage weed resistance of widely used herbicides such as glyphosate. Specialty Protection Niches: Creates solutions to fight against niche pests in underserved segments such as mites or bacteria. Crop Residue Management: Develops standalone biocontrol solutions or combinations of biocontrol with conventional crop protection to help growers to effectively manage residue levels in fruits & vegetables and address evolving food chain requirements. Additionally, its Global Value Added Portfolio, or GVAP, consists of agrochemicals in the fungicides, herbicides, insecticides and seed treatment categories, based on patented or proprietary off-patent AIs. Its Global BioSolutions Portfolio, or GBP, includes biostimulants, innovative nutrition and biocontrol products. The segment considers its GVAP and GBP offerings to be key pillars for sustainable growth in the H 3 Priority Segments. In addition, the segment offers regional off-patent AIs and certain non-crop products, including animal health products, such as honey bee protective miticides and certain veterinary. Segment Performance The Company evaluates the performance of its operating segments based on net sales and adjusted EBITDA. Adjusted EBITDA for each segment is defined as earnings before interest, taxes, depreciation, and amortization, as further adjusted for additional items included in earnings that are not representative or indicative of each segment's ongoing business. Adjusted EBITDA for each segment also includes an allocation of corporate costs, such as compensation expense and professional fees. The following table summarizes financial information regarding each reportable segment’s results of operations for the periods presented. Year Ended December 31, (amounts in millions) 2016 2015 2014 Net Sales: Performance Solutions $ 1,770.1 $ 800.8 $ 755.2 Agricultural Solutions 1,815.8 1,741.5 88.0 Consolidated net sales $ 3,585.9 $ 2,542.3 $ 843.2 Depreciation and amortization: Performance Solutions $ 156.5 $ 80.0 $ 76.3 Agricultural Solutions 185.8 171.0 11.7 Consolidated depreciation and amortization $ 342.3 $ 251.0 $ 88.0 Adjusted EBITDA: Performance Solutions $ 401.3 $ 224.3 $ 196.2 Agricultural Solutions 368.2 343.4 16.0 Consolidated adjusted EBITDA $ 769.5 $ 567.7 $ 212.2 The following table reconciles "Net loss attributable to common stockholders" to consolidated Adjusted EBITDA: Year Ended December 31, (amounts in millions) 2016 2015 2014 Net loss attributable to common stockholders $ (40.8 ) $ (308.6 ) $ (262.6 ) Gain on amendment of Series B Convertible Preferred Stock (32.9 ) — — Stock dividend on Founder's preferred shares — — 232.7 Net income attributable to the non-controlling interests (3.0 ) 4.2 5.7 Income tax expense (benefit) 28.6 75.1 (6.7 ) Loss before income taxes and non-controlling interests (48.1 ) (229.3 ) (30.9 ) Adjustments to reconcile to Adjusted EBITDA: Interest expense, net 375.7 213.9 37.9 Depreciation expense 75.0 48.9 20.6 Amortization expense 267.3 202.1 67.4 Restructuring expense 31.1 25.3 3.0 Manufacturer's profit in inventory purchase accounting adjustments 11.7 76.5 35.5 Acquisition and integration costs 33.4 122.4 47.8 Non-cash change in fair value contingent consideration 5.1 6.8 29.1 Legal settlement (2.8 ) (16.0 ) — Foreign exchange loss on foreign denominated external and internal debt 33.9 46.4 1.1 Fair value loss on foreign exchange forward contract — 73.7 (0.3 ) Goodwill impairment 46.6 — — Gain on settlement agreement related to Series B Convertible Preferred Stock (103.0 ) — — Non-cash change in fair value of preferred stock redemption liability 5.0 — — Debt refinancing costs 19.7 — — Other expense (income), net 18.9 (3.0 ) 1.0 Adjusted EBITDA $ 769.5 $ 567.7 $ 212.2 The following table sets forth the Company's total net sales by geographic area based on the country where sales were generated: Year Ended December 31, (amounts in millions) 2016 2015 2014 United States $ 725.4 $ 474.6 $ 217.4 Foreign Net Sales: Brazil 463.0 380.6 70.9 China 330.6 108.3 87.8 France 227.8 196.8 64.3 Germany 172.9 35.4 22.0 Japan 145.7 166.6 22.9 United Kingdom 145.5 127.3 119.1 Other countries 1,375.0 1,052.7 238.8 Total Foreign Net Sales 2,860.5 2,067.7 625.8 Total consolidated net sales $ 3,585.9 $ 2,542.3 $ 843.2 The following table provides the Company's total long-lived assets by geographic area: December 31, (amounts in millions) 2016 2015 United States $ 137.4 $ 138.3 Foreign countries China 47.3 55.1 France 47.2 50.9 Brazil 36.9 28.7 Germany 30.0 33.0 United Kingdom 23.4 33.6 Other countries 138.3 152.0 Total foreign countries 323.1 353.3 Total long-lived assets, net (1) $ 460.5 $ 491.6 (1) Long-lived assets represent property, plant, and equipment, net. Total assets by reportable segment as of December 31, 2016 and 2015 are not presented as they are not utilized by the CODM for purposes of allocating resources and evaluating performance. The following table shows the Company's external party sales by product category for the periods presented: Year Ended December 31, (amounts in millions) 2016 2015 2014 Performance Solutions Assembly Solutions $ 554.5 $ 41.1 $ — Electronics Solutions 525.9 198.8 159.9 Industrial Solutions 445.0 287.8 336.7 Graphic Solutions 171.8 173.9 165.9 Offshore Solutions 72.9 99.2 92.7 Performance Solutions sales 1,770.1 800.8 755.2 Agricultural Solutions (1) 1,815.8 1,741.5 88.0 Total consolidated net sales $ 3,585.9 $ 2,542.3 $ 843.2 (1) Agricultural Solutions product offerings are comprised of five major global product lines: fungicides and biofungicides; herbicides; insecticides, bioinsecticides and acaricides; biostimulants and innovative nutrition; and seed treatments. However, the segment manages and reports sales on a regional basis, making it impractical to present such data by product line. |
Supplementary Data
Supplementary Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUPPLEMENTARY DATA | SUPPLEMENTARY DATA 2016 (amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales $ 823.8 $ 921.6 $ 890.5 $ 950.0 Gross profit 356.0 380.6 375.1 396.0 Net (loss) income attributable to stockholders (134.8 ) (8.8 ) 71.8 (1.9 ) Net (loss) income attributable to common stockholders (134.8 ) (8.8 ) 104.7 (1.9 ) Basic (loss) earnings per share attributable to common stockholders $ (0.59 ) $ (0.04 ) $ 0.45 $ (0.01 ) Diluted loss per share attributable to common stockholders $ (0.59 ) $ (0.04 ) $ (0.15 ) $ (0.01 ) 2015 (amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales $ 534.8 $ 675.1 $ 597.3 $ 735.1 Gross profit 207.1 268.6 242.7 273.5 Net loss attributable to stockholders (26.7 ) (12.2 ) (140.1 ) (129.6 ) Net loss attributable to common stockholders (26.7 ) (12.2 ) (140.1 ) (129.6 ) Basic loss per share attributable to common stockholders $ (0.14 ) $ (0.06 ) $ (0.66 ) $ (0.60 ) Diluted loss per share attributable to common stockholders $ (0.14 ) $ (0.06 ) $ (0.66 ) $ (0.60 ) 2014 (amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales $ 183.7 $ 189.1 $ 196.8 $ 273.6 Gross profit 84.2 96.7 103.2 112.5 Net (loss) income attributable to stockholders (7.4 ) (0.4 ) 11.9 (34.0 ) Net (loss) income attributable to common stockholders (7.4 ) (0.4 ) 11.9 (266.7 ) Basic (loss) earnings per share attributable to common stockholders $ (0.07 ) $ — $ 0.09 $ (1.59 ) Diluted (loss) earnings per share attributable to common stockholders $ (0.07 ) $ — $ 0.08 $ (1.59 ) |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts and Reserves | Valuation and Qualifying Accounts and Reserves (amounts in millions) Balance at beginning of period Charges to costs and expense Deductions from reserves and other (2) Balance at end of period Reserves against accounts receivable (1) : 2016 $ (14.4 ) $ (19.0 ) $ (3.3 ) $ (36.7 ) 2015 (9.6 ) (9.2 ) 4.4 (14.4 ) 2014 (10.1 ) (1.2 ) 1.7 (9.6 ) (1) Primarily consists of reserves for uncollectible accounts. (2) Other activity consists primarily of currency translation effects. |
Basis of Presentation and Sum33
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | The accompanying Consolidated Financial Statements are prepared in accordance with GAAP and include the accounts of Platform and all of its respective controlled subsidiaries. All subsidiaries are included in the Consolidated Financial Statements for the entire period. The Company fully consolidates the income, expenses, assets, liabilities and cash flows of its subsidiaries from the date it acquires control or becomes the primary beneficiary. All intercompany accounts and transactions have been eliminated upon consolidation. |
Use of Estimates | In preparing the Consolidated Financial Statements in conformity with GAAP, management must undertake decisions that impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and assumptions upon which accounting estimates are based. The Company applies judgment based on its understanding and analysis of the relevant circumstances to reach these decisions. By their nature, these judgments are subject to an inherent degree of uncertainty. Accordingly, actual results could differ significantly from the estimates applied. Significant items subject to such estimates and assumptions include: the useful lives of fixed and intangible assets, allowances for doubtful accounts and sales returns, deferred tax asset valuation allowances, inventory valuation allowances, stock-based compensation, liabilities for employee benefit obligations, environmental liabilities, income tax uncertainties, valuation of goodwill, acquisition-related contingent consideration, intangible assets and other contingencies. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company, from time to time, may be required to maintain cash deposits with certain banks with respect to certain contractual obligations. |
Credit Risk Management | Platform's products are sold primarily to customers in the automotive, agriculture, animal health, electronics, graphic arts, and offshore oil and gas production and drilling industries. The Company is exposed to certain collection risks which are subject to a variety of factors, including economic and technological changes within these industries. As is common industry practice, the Company generally does not require collateral or other security as a condition of sale, rather relying on credit approval, balance limitation and monitoring procedures to control credit risk on trade accounts receivable. For certain products that customers use on crops with growing seasons in excess of one year, it is industry practice for payment terms to exceed one year. Trade receivables related to these sales are classified as non-current assets. The Company establishes reserves against estimated uncollectible amounts based on historical experience and specific knowledge regarding customers’ ability to pay. Customer accounts receivable that are deemed to be uncollectible are written off when they are identified and all reasonable collections efforts have been exhausted. |
Derivatives | The Company operates internationally, with manufacturing and sales facilities in various locations around the world, and uses certain financial instruments to manage its foreign currency exposures. To qualify a derivative as a hedge at inception and throughout the hedge period, the Company formally documents the nature and relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions, and the method of assessing hedge effectiveness. Additionally, for hedges of forecasted transactions, the significant characteristics and expected terms of a forecasted transaction are specifically identified, and the likelihood of each forecasted transactions occurring is deemed probable. If it is determined that the forecasted transaction will not occur, the gain or loss is recognized in current earnings. Financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged, both at inception and throughout the hedged period. The Company does not engage in trading or other speculative uses of financial instruments. It is the Company's policy to disclose the fair value of derivative instruments that are subject to master netting arrangements on a gross basis in the Consolidated Balance Sheets. The Company has used, and may use in the future, forward contracts and options to mitigate its exposure to changes in foreign currency exchange rates on third-party and intercompany forecasted transactions. If hedge accounting is applied, the effective portion of unrealized gains and losses associated with forward contracts and the intrinsic value of option contracts are deferred as a component of other comprehensive income until the underlying hedged transactions are reported in the Company’s Consolidated Statements of Operations. For derivative contracts not designated as hedging instruments, the Company records changes in the net fair value of the such contracts in "(Loss) gain on derivative contracts" in the Consolidated Statements of Operations. The Company has also used, and may use in the future, contracts and options to mitigate its exposure to commodity prices in the precious metals markets. Metal contracts that qualify as Normal Purchases are accounted for as executory contracts rather than as derivatives. Metals contracts that meet the definition of a derivative are recorded as a derivative asset or liability in the balance sheet and are subsequently marked-to-market every reporting period. The Company has not designated these derivatives as hedging instruments and, accordingly, records changes in the net fair value of the commodities futures contracts in "(Loss) gain on derivative contracts" in the Consolidated Statements of Operations. |
Inventories | Inventories are stated at the lower of cost or net realizable value with cost being determined by the first-in/first-out and average costs methods. Inventories in excess of one year of forecasted sales are classified as non-current in "Other assets" in the Consolidated Balance Sheets. The Company regularly reviews inventories for obsolescence and excess quantities, and adjusted accordingly based on historical write-offs, customer demand, product evolution, usage rates and quantities of stock on hand. |
Property, Plant and Equipment | Property, plant and equipment is stated at cost less accumulated depreciation. Equipment under capital lease arrangements is stated at the net present value of minimum lease payments. The Company records depreciation on a straight-line basis over the estimated useful life of each asset. Estimated useful lives by asset class are as follows: Buildings and building improvements (years) 5 to 20 Machinery, equipment and fixtures (years) 3 to 15 Computer hardware and software (years) 3 to 7 Furniture and automobiles (years) 3 to 7 Leasehold improvements Lesser of useful life or lease life Maintenance and repair costs are charged directly to expense; renewals and betterments which significantly extend the useful life of the asset are capitalized. Costs and accumulated depreciation on assets retired or disposed of are removed from the accounts and any resulting gains or losses are recorded to earnings in the period of disposal. |
Business Combinations | The Company allocates the purchase price of acquisitions to tangible and intangible assets acquired, liabilities assumed, and non-controlling interests in the acquiree based on their estimated fair values at the acquisition date. The excess of the acquisition price over those estimated fair values is recorded as goodwill. Changes to the acquisition date provisional fair values prior to the end of the measurement period, are recorded as an adjustment to the associated goodwill. Acquisition-related expenses and restructuring costs, if any, are recognized separately from the business combination and are expensed as incurred. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill represents the excess of the acquisition cost over the fair value of the identifiable net assets of an acquired business. The Company does not amortize goodwill and other intangible assets that have indefinite useful lives; rather, goodwill and other intangible assets with indefinite lives are tested for impairment. Goodwill is tested for impairment at the reporting unit level annually as of October 1, or when events or changes in circumstances indicate that goodwill might be impaired. A two-step impairment test is performed at the reporting unit level. In the first step of impairment testing, the fair value of each reporting unit is compared to its carrying value. The fair value of each reporting unit is determined using the income approach based on the present value of discounted future cash flows of those units. The cash flows utilized in goodwill impairment testing differ from actual consolidated cash flows due to exclusion of non-recurring charges. The cash flow model utilized in the goodwill impairment test involves significant judgments related to future growth rates, working capital needs, discount rates and tax rates, among other considerations. The Company relies on data developed by business unit management as well as macroeconomic data in making these calculations. The discounted cash flow model utilizes a risk-adjusted weighted average cost of capital to discount estimated future cash flows. Changes in these estimates can impact the present value of the expected cash flow that is used in determining the fair value of a given reporting unit. If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired and no further testing is required. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the second step of the impairment test is performed to determine the implied fair value of the reporting unit’s goodwill. The implied fair value of goodwill is determined by measuring the excess of the estimated fair value of the reporting unit over the estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, an impairment charge is recorded equal to the difference. Indefinite-lived intangible assets consist of certain tradenames, which are reviewed for potential impairment on an annual basis as of October 1, or when events or changes in circumstances indicate that indefinite-lived intangible assets might be impaired. Indefinite-lived intangible assets are reviewed for impairment by comparing the estimated fair values of the indefinite-lived intangible assets to their carrying values. The estimated fair values of these intangible assets are determined using the “relief from royalty” approach. An impairment loss is recognized when the estimated fair value of an indefinite-lived intangible asset is less than the carrying value. |
Finite-Lived Intangible Assets | Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which currently range from 8 to 30 years for customer lists, 5 to 14 years for developed technology, 5 to 20 years for tradenames and 1 to 5 years for non-compete agreements. The Company evaluates long-lived assets, such as property, plant and equipment and intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. If circumstances require a long-lived asset group to be tested for possible impairment, the Company first determines if the estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment is identified, the carrying amount of the asset is reduced to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. |
Product Registrations | Product registrations represent external costs incurred to obtain distribution rights from regulatory bodies for certain products in the Company's Agricultural Solutions segment. These costs include laboratory testing, legal, regulatory filing and other costs. Only costs associated with products that are probable of generating future cash flows are capitalized. The capitalized costs are amortized over the useful lives of the registrations, which currently range from 12 to 14 years, and are included in "Selling, technical, general and administrative" expenses in the Consolidated Statement of Operations. Product registrations are evaluated for impairment in the same manner as other finite-lived intangible assets. |
Asset Retirement Obligations | The Company records the fair value of legal obligations associated with the retirement of tangible long-lived assets in the period in which they are incurred, if a reasonable estimate of fair value can be made. Upon initial recognition of a liability, the Company capitalizes the cost of the AROs by increasing the carrying amount of the related long-lived asset. Over time, the liability is increased for changes in its present value as accretion through interest expense and the capitalized cost is depreciated over the useful life of the related asset. |
Contingencies and Commitments | The Company records accruals for loss contingencies and commitments which are both probable and reasonably estimable. Significant judgment is required to determine both probability and the estimated amount of loss. The Company reviews accruals on a quarterly basis and adjusts, as necessary, to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other current information. |
Environmental Matters | The Company accrues for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current laws and existing technologies. The accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included on the Consolidated Balance Sheets in “Accrued expenses and other current liabilities” and “Other long-term liabilities” at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included on the Consolidated Balance Sheets in “Other current assets" and "Other assets." Environmental costs are capitalized in instances where the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable. |
Employee Benefits | The Company sponsors a variety of employee benefit programs, some of which are non-contributory. The accounting policies used to account for these plans are as follows: Retirement – The Company provides non-contributory defined benefit plans to domestic and certain foreign employees. The projected unit credit actuarial method is used for financial reporting purposes. The Company recognizes the funded status in its Consolidated Balance Sheets, which represents the difference between the fair value of the plan assets and the projected benefit obligation. The Company’s funding policy for qualified plans is consistent with federal or other local regulations and customarily equals the amount deductible for federal and local income tax purposes. Foreign subsidiaries contribute to other plans, which may be administered privately or by government agencies in accordance with local regulations. 401(k) - The Company also provides benefits under the PSP 401(k) Plan, for substantially all domestic employees, which consists of two components: a discretionary profit-sharing/non-elective component, funded by the Company, and a defined contribution 401(k) component. Under the discretionary profit-sharing/non-elective component, the Company's non-elective contributions to the PSP 401(k) Plan totaled $3.4 million , $1.5 million and $1.4 million for the years ended December 31, 2016 , 2015 and 2014, respectively, and are funded during the first quarters of each subsequent year. Under the defined contribution 401(k) component, on a yearly basis, the Company may determine to make contributions that match some or all of the participants’ contributions. For the years ended December 31, 2016 , 2015 and 2014, the Company contributed $2.8 million , $1.4 million and $0.7 million to the PSP 401(k) Plan, respectively. Post-retirement – The Company accrues for post-retirement health care benefits for U.S. employees hired prior to April 1, 1997. The post-retirement health care plan is unfunded. |
Financial Instruments | The Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, investments, accounts payable, contingent consideration, and debt. The Company believes that the carrying value of the cash and cash equivalents, restricted cash, accounts receivable and accounts payable are representative of their respective fair values because of the short maturities of these instruments. Available for sale equity investments are carried at fair value with net unrealized gains or losses included in "Accumulated other comprehensive loss" in the stockholders’ equity section of the Consolidated Balance Sheets. See Note 11, Fair Value Measurements , to the Consolidated Financial Statements. |
Equity Securities | Equity securities that have a readily determinable fair value are classified as available for sale and are carried at fair value. Unrealized holding gains and losses are included in "Accumulated other comprehensive loss" in the stockholders’ equity section of the Consolidated Balance Sheets. Equity securities which do not have readily determinable fair values are recorded at cost and are evaluated whenever events or changes in circumstances indicate that the carrying values of such investments may be impaired. |
Equity Method Investments | Investments over which the Company has the ability to exercise significant influence, but which the Company does not control, are accounted for under the equity method of accounting and are included in "Other assets" on the Consolidated Balance Sheet. Significant influence generally exists when the Company holds between 20% and 50% of the voting power of another entity. Investments are initially recognized at cost. The Consolidated Financial Statements include the Company's share of net earnings or losses from the date that significant influence commences until the date that significant influence ceases. When the Company's share of losses exceeds its interest in an equity investment, the carrying amount of that interest is reduced to zero, and the recognition of further losses is discontinued, except to the extent that the Company has an obligation or has made payments on behalf of the investee. |
Accounts Receivable Financing Arrangements | Accounts receivable factoring arrangements whereby accounts receivable are transferred to third parties without recourse to the Company are accounted for by derecognizing the trade receivables upon receipt of proceeds. Accounts receivable factoring arrangements whereby accounts receivable are transferred to third parties with substantial recourse to the Company are accounting for as financings. |
Foreign Currency Translation | The Company’s foreign subsidiaries primarily use their local currency as their functional currency. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. Dollars using foreign currency exchange rates prevailing as of the balance sheet dates. Revenue and expense accounts are translated at average foreign currency exchange rates for the periods presented. Cumulative currency translation adjustments are included in "Accumulated other comprehensive loss" in the stockholders’ equity section of the Consolidated Balance Sheets. Net gains and losses from transactions denominated in a currency other than the functional currency of the entity are included in "Foreign exchange loss" in the Consolidated Statements of Operations. |
Revenue Recognition | The Company recognizes revenue, including freight charged to customers, net of applicable rebates, estimates for sales returns and allowances and discounts, when the earnings process is complete. This occurs when products have been shipped to, or received by, the customer, in accordance with the terms of the agreement by and between the Company and such customer, title and risk of loss has been transferred, pricing is fixed or determinable and collectability is reasonably assured. On a limited and discretionary basis, the Company allows certain distributors within the Agricultural Solutions segment extensions of credit on a limited portion of purchases made during a purchasing cycle, which remain in the distributor’s inventory. The extension of credit is not a right to return, and distributors must pay unconditionally when the extended credit period expires. |
Cost of Sales | Cost of sales consists primarily of raw material costs and related purchasing and receiving costs used in the manufacturing process, direct salary and wages and related fringe benefits, packaging costs, shipping and handling costs, plant overhead and other costs associated with the manufacture and distribution of the Company’s products. |
Shipping and Handling Costs | Costs related to shipping and handling are recognized as incurred and included in cost of sales in the Consolidated Statements of Operations. |
Selling, Technical, General and Administrative Expenses | Selling, technical, general and administrative expenses consist primarily of personnel and travel costs, advertising and marketing expenses, administrative expenses associated with accounting, finance, legal, human resource, amortization of intangible assets, risk management and overhead associated with these functions. |
Research and Development | Research and development costs, which primarily relate to internal salaries, are expensed as incurred. |
Income Taxes | The provision for income taxes includes federal, foreign, state and local income taxes currently payable as well as the net change in deferred tax assets and liabilities during the period. Deferred income taxes are recorded at currently enacted tax rates for temporary differences between the financial reporting and income tax bases of assets and liabilities. A valuation allowance is assessed and recorded when it is estimated that it becomes more likely than not that the full value of a deferred tax asset may not be realized. In addition, although management believes that its positions taken on income tax matters are reasonable, the Company establishes tax reserves in recognition that various taxing authorities may challenge certain of those positions taken, potentially resulting in additional tax liabilities. Deferred federal and state income taxes are not provided on the undistributed earnings of certain foreign subsidiaries where management has determined that such earnings have been indefinitely reinvested. |
Stock-Based Compensation Plans | Stock-based compensation expense is recognized primarily within selling, technical, general and administrative expenses and is based on the value of the portion of equity-based awards that are ultimately expected to vest. The Company expenses employee stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The fair value of RSU awards is determined using Monte Carlo simulations for market-based RSU awards, and the closing price of Platform's common stock on the date of grant for all other RSU awards. The fair value of stock options is determined using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent the Company's best estimates and involve inherent uncertainties and the application of judgment. Such assumptions include expectations related to stock price volatility, award terms, and judgments as to whether performance targets will be achieved. |
Earnings (Loss) Per Common Share | Basic earnings (loss) per common share excludes dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share assumes the issuance of all potentially dilutive share equivalents using the if-converted or treasury stock method, provided that the effects of which are not anti-dilutive. For stock options and RSUs, it is assumed that the proceeds will be used to buy back shares. For stock options, such proceeds equal the average unrecognized compensation plus the assumed exercise of weighted average number of options outstanding. For unvested RSUs, the assumed proceeds equal the average unrecognized compensation expense. |
Accounting Standards | Recently Adopted Accounting Pronouncements Compensation - Stock Compensation (Topic 718) - In March 2016, the FASB issued ASU No. 2016-09, “ Improvements to Employee Share-Based Payment Accounting.” This update changes the accounting treatment related to tax windfall and shortfalls associated with share-based awards. It also eliminates the requirement for entities to estimate future forfeiture rates associated with share-based awards and stipulates the requirement that cash payments made by employers when directly withholding shares for tax-withholdings purposes should be classified as a financing activity in the statement of cash flows. The guidance is effective for fiscal years and interim periods beginning after December 15, 2016 with early adoption permitted. The Company adopted this ASU as of April 1, 2016. This ASU did not have a material impact on the Company's financial statements. Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40 ) - In April 2015, the FASB issued ASU No. 2015-05, “ Customer's Accounting for Fees Paid in a Cloud Computing Arrangement.” This update provides explicit guidance to customers utilizing a cloud computing solution to help determine whether such an arrangement includes a software license, in which case the accounting applied would be similar to that of other software license arrangements. Otherwise, the arrangement would be accounted for as a service contract. The Company adopted this ASU as of January 1, 2016. This ASU did not have a material impact on the Company's financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) - In February 2017, the FASB issued ASU No. 2017-05, “ Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20), Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” This update clarifies the scope of Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets , and adds guidance for partial sales of nonfinancial assets. The guidance is effective for fiscal years and interim periods beginning after December 15, 2017 with early adoption permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company will adopt this ASU concurrently with the adoption of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)," and is evaluating the impact of this ASU. Intangibles - Goodwill and Other (Topic 350) - In January 2017, the FASB issued ASU No. 2017-04, “ Simplifying the Test for Goodwill Impairment.” This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The guidance is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted for annual goodwill tests performed on testing dates after January 1, 2017. The Company is evaluating the impact of the ASU. Business Combinations (Topic 805) - In January, 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business.” The amendments in this update provide a more robust framework to use in determining whether or not a set of assets and activities constitute a business. The amendments provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The guidance is effective prospectively for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, with early adoption permitted. This ASU may have a material impact on accounting for business and asset acquisitions if conclusions regarding whether the acquisitions represent a business are different subsequent to the adoption of this ASU. Income Taxes (Topic 740) - In October 2016, the FASB issued ASU No. 2016-16, " Intra-Entity Transfers of Assets Other than Inventory. " This update stipulates that entities recognize the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs. The amendments in this guidance apply to assets other than inventory; for example, intellectual property and property, plant and equipment. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, with early adoption permitted in the first quarter of an annual reporting period for which financial statements have not been issued or made available for issuance. The Company is continuing to evaluate the impact of this ASU. Statement of Cash Flows (Topic 230) - In August 2016, the FASB issued ASU No. 2016-15, " Classification of Certain Cash Receipts and Cash Payments. " This update was issued to reduce the differences in the classification of certain transactions in the statement of cash flows. The update addresses eight specific cash flow issues, including debt prepayment and extinguishment costs, zero coupon bond settlement, contingent consideration payments, insurance claim settlements, company-owned life insurance receipts/payments, distributions from equity method investments, beneficial interests in securitization transactions, and separately identifiable cash flows. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, with early adoption permitted. The Company is continuing to evaluate the impact of the ASU. Financial Instruments - Credit Losses (Topic 326) - In June 2016, the FASB issued ASU No. 2016-13, " Measurement of Credit Losses on Financial Instruments. " This update introduces new guidance for the accounting for credit losses on certain types of financial instruments, which are to be estimated based on the expected losses. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The guidance is effective on a modified retrospective basis for fiscal years and interim periods beginning after December 15, 2019 with early adoption permitted for fiscal years and interim periods beginning after December 15, 2018. The Company is evaluating the impact of this ASU. Leases (Topic 842) - In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The updated guidance applies to capital (or finance) and operating leases, and requires the lessee to recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The lessee can make an accounting policy choice to not recognize right of use assets and lease liabilities for short-term leases (leases with a lease term of 12 months or less). The guidance is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. The Company continues to evaluate the impact of this ASU. Financial Instruments - Overall (Subtopic 825.10) - In January 2016, the FASB issued ASU No. 2016-1, “Recognition and Measurement of Financial Assets and Financial Liabilities.” This update addresses certain aspects of recognition, measurement, presentation, and disclosure of financial assets and liabilities. Provisions of this ASU include, among others, requiring the measurement of certain equity investments at fair value, with changes in value recognized in net income, and simplifying the impairment assessment of certain equity investments. The guidance is effective for fiscal years and interim periods beginning after December 15, 2017. The guidance is effective on a modified retrospective basis, except as it relates to equity securities without a readily determinable fair value, for which it is effective on a prospective basis. Early adoption is only permitted for provisions related to the recognition of changes in fair value of financial liabilities. The Company does not expect this ASU to have a material impact on its financial statements. Revenue from Contracts with Customers (Topic 606) - In August 2015, the FASB issued ASU No. 2015-14, “Deferral of the Effective Date,” which defers the effective date of ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)," for all entities by one year. As a result, the provisions of ASU No. 2014-09 will be effective prospectively for fiscal years and interim periods beginning after December 15, 2017. ASU No. 2014-09 (1) removes inconsistencies and weaknesses in revenue requirements, (2) provides a more robust framework for addressing revenue issues, (3) improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (4) provides more useful information to users of financial statements through improved disclosure requirements, and (5) simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. 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. The guidance allows for the use of either a full retrospective method or modified retrospective transition method in adopting the provisions of this ASU. The FASB has issued the following amendments and supplements to the guidance of ASU Nos. 2014-09 and 2015-14, all of which become effective for fiscal years and interim periods beginning after December 15, 2017: • ASU No. 2016-08, " Principal versus Agent Considerations, " issued in March 2016. This update improves the operability and understandability of the implementation guidance on principal versus agent considerations. • ASU No. 2016-10, " Identifying Performance Obligations and Licensing, " issued in April 2016. This update provides clarification on the implementation guidance defining when a good or service is separately identifiable from other promises in the contract and on contracts with licenses of intellectual property. • ASU No. 2016-12, " Narrow-Scope Improvements and Practical Expedients, " issued in May 2016. This update provides clarification on the collectability criterion, presentation of taxes, non-cash consideration and contract modification guidance espoused in ASU No. 2014-09. This update also clarifies the accounting treatment for completed contracts and retrospective application of the standard to prior reporting periods. |
Basis of Presentation and Sum34
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Property Plant And Equipment Useful Life | Estimated useful lives by asset class are as follows: Buildings and building improvements (years) 5 to 20 Machinery, equipment and fixtures (years) 3 to 15 Computer hardware and software (years) 3 to 7 Furniture and automobiles (years) 3 to 7 Leasehold improvements Lesser of useful life or lease life |
Acquisitions of Businesses (Tab
Acquisitions of Businesses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | During the year of their respective acquisitions, net sales and net income (loss) contributed by the Company's Acquisitions were as follows: (amounts in millions) Year of Acquisition Net Sales Net Income (Loss) OMG Malaysia 2016 $ 30.9 $ 3.2 Alent 2015 70.8 (12.4 ) OMG 2015 20.7 (0.4 ) Arysta 2015 1,197.0 (86.7 ) CAS 2014 61.9 (20.5 ) Agriphar 2014 26.1 (8.3 ) |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consideration transferred and transaction costs incurred related to its acquisitions in 2016 and 2015 as well as the applicable amounts of identified assets acquired and liabilities assumed at the applicable acquisition date: (amounts in millions) OMG Malaysia Alent OMG Arysta Consideration Cash, net $ (1.3 ) $ 1,507.0 $ 239.1 $ 2,856.2 Equity instruments — 231.4 — 645.9 Note receivable settlement 125.0 — — — Total consideration $ 123.7 $ 1,738.4 $ 239.1 $ 3,502.1 Acquisition costs $ 0.5 $ 29.5 $ 7.4 $ 30.2 Identifiable assets acquired and liabilities assumed Accounts receivable - contractual $ 4.3 $ 177.4 $ 33.1 $ 738.9 - less uncollectible — (1.8 ) (1.6 ) (51.6 ) Accounts receivable - fair value 4.3 175.6 31.5 687.3 Inventories 6.4 116.1 13.2 298.0 Other current assets 0.2 33.3 1.6 126.9 Property, plant and equipment 4.7 192.9 35.1 123.6 Identifiable intangible assets 43.9 682.9 77.9 1,773.0 Other assets — 38.8 0.2 41.0 Current liabilities (3.5 ) (178.9 ) (21.5 ) (581.2 ) Non-current deferred tax liability (11.3 ) (146.1 ) (16.5 ) (518.4 ) Other long-term liabilities — (331.1 ) (2.9 ) (120.4 ) Non-controlling interest — — — (125.2 ) Total identifiable net assets 44.7 583.5 118.6 1,704.6 Goodwill 79.0 1,154.9 120.5 1,797.5 Total purchase price $ 123.7 $ 1,738.4 $ 239.1 $ 3,502.1 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Identifiable intangible assets recorded in conjunction with the OMG Malaysia, Alent, OMG and Arysta Acquisitions were as follows: OMG Malaysia Alent OMG Arysta Total (in millions) Fair Value Weighted average useful life (years) Fair Value Weighted average useful life (years) Fair Value Weighted average useful life (years) Fair Value Weighted average useful life (years) Fair Value Weighted average useful life (years) Customer lists $ 41.0 15.0 $ 391.4 14.7 $ 49.0 24.3 $ 270.0 25.0 $ 751.4 19.1 Developed technology 2.9 5.0 203.3 10.0 28.0 10.0 1,250.0 12.0 1,484.2 11.7 Tradenames — — 85.8 (1) 20.0 0.9 10.0 253.0 (2) 339.7 18.3 In process - research and development — — 2.4 (2) — — — — — 2.4 — Total $ 43.9 14.3 $ 682.9 13.2 $ 77.9 19.0 $ 1,773.0 14.3 $ 2,577.7 14.2 (1) Includes $81.4 million of indefinite-lived tradenames which have been excluded from the calculation of weighted average useful life. (2) Excluded from the calculation of weighted average useful life. |
Business Acquisition, Pro Forma Information | The following unaudited pro forma summary presents consolidated information of the Company as if the Agriphar and CAS Acquisitions had occurred on January 1, 2013: Year Ended December 31, (amounts in millions) 2014 Pro forma net sales $ 1,405.9 Pro forma net income attributable to stockholders 46.4 The following unaudited pro forma summary presents consolidated information of the Company as if the Alent, OMG and Arysta Acquisitions had occurred on January 1, 2014: Year Ended December 31, (amounts in millions) 2015 2014 Pro forma net sales $ 3,582.4 $ 3,559.2 Pro forma net loss attributable to stockholders (328.1 ) (530.8 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The major components of inventory, on a net basis, were as follows: December 31, (amounts in millions) 2016 2015 Finished goods $ 273.8 $ 340.1 Work in process 37.1 28.5 Raw materials and supplies 135.9 148.9 Total inventory, net 446.8 517.5 Non-current inventory, net (30.4 ) (32.9 ) Current inventory, net $ 416.4 $ 484.6 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The major components of property, plant and equipment were as follows: December 31, (amounts in millions) 2016 2015 Land and leasehold improvements $ 101.5 $ 107.9 Buildings and improvements 141.8 143.8 Machinery, equipment, fixtures and software 290.5 276.8 Construction in process 36.7 21.4 Assets under capital lease Land and buildings 7.7 6.4 Machinery and equipment 2.7 5.1 Total property, plant and equipment 580.9 561.4 Accumulated depreciation and amortization (115.3 ) (64.3 ) Accumulated amortization of capital leases (5.1 ) (5.5 ) Property, plant and equipment, net $ 460.5 $ 491.6 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill by segment were as follows: (amounts in millions) Performance Solutions Agricultural Solutions Total Balance, December 31, 2014 $ 961.2 $ 444.1 $ 1,405.3 Addition from acquisitions 1,258.3 1,697.1 2,955.4 Purchase accounting adjustments — 80.2 80.2 Foreign currency translation (72.3 ) (346.7 ) (419.0 ) Balance, December 31, 2015 2,147.2 1,874.7 4,021.9 Addition from acquisitions 66.9 — 66.9 Purchase accounting adjustments 29.7 — 29.7 Impairment write-off (46.6 ) — (46.6 ) Foreign currency translation (64.8 ) 156.7 91.9 Other — 15.1 15.1 Balance, December 31, 2016 (*) $ 2,132.4 $ 2,046.5 $ 4,178.9 (*) Includes accumulated impairment losses totaling $46.6 million associated with the Company's Performance Solutions segment. |
Schedule of Finite-Lived Intangible Assets | Intangible assets subject to amortization were as follows: December 31, 2016 December 31, 2015 (amounts in millions) Weighted average useful life (years) Gross Carrying Amount Accumulated Amortization and Foreign Exchange Net Book Value Gross Carrying Amount Accumulated Amortization and Foreign Exchange Net Book Value Customer lists 18.0 $ 1,245.9 $ (174.5 ) $ 1,071.4 $ 1,297.2 $ (184.0 ) $ 1,113.2 Developed technology (1) 11.6 2,022.1 (254.9 ) 1,767.2 2,260.9 (440.4 ) 1,820.5 Tradenames 7.7 25.1 (8.2 ) 16.9 24.2 (5.4 ) 18.8 Non-compete agreement 5.0 1.9 (1.1 ) 0.8 1.9 (0.5 ) 1.4 Total 14.0 $ 3,295.0 $ (438.7 ) $ 2,856.3 $ 3,584.2 $ (630.3 ) $ 2,953.9 (1) Includes in-process registration rights awaiting completion before amortization commences. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization of intangible assets for each of the next five fiscal years is as follows: (amounts in millions) Amortization Expense 2017 $ 266.7 2018 266.5 2019 266.4 2020 261.7 2021 253.5 |
Long-term Compensation Plans (T
Long-term Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted Stock Unit Award Activity in Payment Awards | As of December 31, 2016 , a total of 373,434 shares of common stock had been issued and 2,828,003 RSUs and options were outstanding under the 2013 Plan. Total RSUs Stock Options Equity Classified Liability Classified Outstanding as of December 31, 2015 1,006,436 501,634 329,802 175,000 Granted 2,145,066 1,754,868 — 390,198 Exercised/Issued (7,642 ) (7,642 ) — — Forfeited (140,857 ) (131,367 ) (9,490 ) — Outstanding as of December 31, 2016 3,003,003 2,117,493 320,312 565,198 |
Issuance of Restricted Stock Units | the three years ended December 31, 2016 , the Company issued the following RSU grants following their approval by the Board: Year of Issuance: RSUs Weighted average grant date fair value Weighted average vesting period (months) 2016 1,754,868 $ 10.85 33.8 2015 453,260 24.55 54.6 2014 151,352 26.13 42.5 |
Schedule of RSUs Outstanding | As of December 31, 2016 , the following equity classified RSUs were outstanding: December 31, 2016 Vesting Conditions: Outstanding Expected to vest Weighted average remaining service period (months) Potential additional awards Service-based 782,566 782,566 23.5 — Performance-based 717,917 586,200 25.9 437,867 Market-based 617,010 617,010 30.9 1,182,109 Total 2,117,493 1,985,776 26.5 1,619,976 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | During the year ended December 31, 2016 , the Company granted non-qualified stock options under the 2013 Plan as follows: Stock Options Weighted average strike price per share Weighted average grant date fair value per share Stock options granted 390,198 $ 8.05 $ 4.35 |
Valuation Assumptions for Option Grants | The following table provides the range of assumptions used in valuing the stock option grants using the Black-Scholes option pricing method: Black-Scholes Input Assumptions Weighted average expected term (years) 6.0 Expected volatility 53.0% Risk-free rate 1.52% to 1.56% Expected dividend rate —% Fair value price per share $4.32 to $4.81 |
Pension, Post-Retirement and 40
Pension, Post-Retirement and Post-Employment Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic benefit cost of the Domestic and Foreign Pension Plans were as follows: Pension & SERP Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Net periodic benefit expense: Domestic Foreign Domestic Foreign Domestic Foreign Service cost $ — $ 1.8 $ — $ 1.4 $ — $ 0.8 Interest cost on the projected benefit obligation 10.1 3.1 6.8 2.8 6.9 3.0 Expected return on plan assets (11.6 ) (2.6 ) (9.9 ) (2.7 ) (9.7 ) (3.5 ) Amortization of prior service cost — 0.6 — — — — Amortization of actuarial net loss — 0.2 — — — — Plan curtailments — (0.1 ) — — — — Plan settlements 1.7 0.2 — — — — Net periodic cost (benefit) $ 0.2 $ 3.2 $ (3.1 ) $ 1.5 $ (2.8 ) $ 0.3 Post-retirement Medical Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Net periodic benefit expense: Domestic Foreign Domestic Foreign Domestic Foreign Service cost $ — $ 0.1 $ 0.1 $ 0.1 $ 0.1 $ — Interest cost on the projected benefit obligation 0.4 0.2 0.3 0.1 0.3 — Net periodic cost $ 0.4 $ 0.3 $ 0.4 $ 0.2 $ 0.4 $ — |
Schedule of Assumptions Used | Weighted average key assumptions used to determine the benefit obligations in the actuarial valuations of the pension and post-retirement benefit liabilities are as follows: Pension and SERP Benefits December 31, 2016 December 31, 2015 Domestic Foreign Domestic Foreign Discount rate 4.2 % 2.3 % 4.6 % 2.8 % Rate of compensation increase 3.5 % 3.0 % 3.5 % 3.4 % Post-retirement Medical Benefits December 31, 2016 December 31, 2015 Domestic Foreign Domestic Foreign Discount rate 4.2 % 12.2 % 4.4 % 14.0 % The weighted average key assumptions used to determine the net periodic benefit cost of the Domestic and Foreign Pension Plan liabilities are as follows: Pension and SERP Benefits Year Ended December 31, 2016 2015 2014 Domestic Foreign Domestic Foreign Domestic Foreign Discount rate 4.6 % 2.8 % 4.2 % 2.5 % 5.2 % 4.2 % Rate of compensation increase 3.5 % 3.3 % 3.5 % 2.9 % 4.0 % 3.4 % Long-term rate of return on assets 6.5 % 2.9 % 7.4 % 2.5 % 7.8 % 4.2 % Post-retirement Medical Benefits Year Ended December 31, 2016 2015 2014 Domestic Foreign Domestic Foreign Domestic Foreign Discount rate 4.4 % 14.0 % 4.2 % 14.5 % 5.1 % 12.4 % |
Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | The following tables summarize changes in plan assets and funded status of the Company’s pension and SERP plans: Pension and SERP Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Change in Projected Benefit Obligation: Domestic Foreign Domestic Foreign Domestic Foreign Beginning of period balance $ 230.5 $ 112.7 $ 157.6 $ 88.3 $ 137.4 $ 73.1 Additions — 2.7 — — — — Acquisitions — — 82.6 22.6 — — Service cost — 1.8 — 1.4 — 0.8 Plan amendments — (6.9 ) — 8.9 — — Interest cost 10.1 3.1 6.8 2.8 6.9 3.0 Plan curtailment — (0.1 ) — — — — Actuarial loss (gain) due to assumption change — 14.5 (11.4 ) 0.3 18.1 20.2 Actuarial loss (gain) due to plan experience 5.0 (2.1 ) (0.1 ) 1.1 (0.6 ) 1.6 Benefits and expenses paid (9.2 ) (6.6 ) (5.0 ) (6.6 ) (4.2 ) (4.3 ) Settlement (22.9 ) (2.5 ) — — — (0.5 ) Foreign currency translation — (13.6 ) — (6.1 ) — (5.6 ) End of period balance $ 213.5 $ 103.0 $ 230.5 $ 112.7 $ 157.6 $ 88.3 Pension and SERP Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Change in Fair Value of Plan Assets: Domestic Foreign Domestic Foreign Domestic Foreign Beginning of period balance $ 184.5 $ 93.7 $ 134.0 $ 94.5 $ 127.0 $ 88.1 Acquisitions — — 62.5 8.1 — — Actual return on plan assets, net of expenses 17.9 11.3 (7.0 ) 3.1 11.2 16.0 Employer contributions 6.2 2.5 — 0.5 — 0.2 Benefits paid (9.1 ) (6.6 ) (5.0 ) (6.6 ) (4.2 ) (3.5 ) Settlement (22.9 ) (2.5 ) — — — (0.5 ) Foreign currency translation — (13.4 ) — (5.9 ) — (5.8 ) End of period balance 176.6 85.0 184.5 93.7 134.0 94.5 Funded status of plan $ (36.9 ) $ (18.0 ) $ (46.0 ) $ (19.0 ) $ (23.6 ) $ 6.2 |
Schedule of Changes in Accumulated Postemployment Benefit Obligations | The following table summarizes changes in the Company’s post-retirement medical benefit obligations: Post-retirement Medical Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Change in Accumulated Post-retirement Benefit: Domestic Foreign Domestic Foreign Domestic Foreign Beginning of period balance $ 9.4 $ 1.4 $ 7.4 $ 0.3 $ 6.8 $ 0.3 Acquisitions — — 2.3 1.5 — — Service cost 0.1 0.1 — 0.1 0.1 — Interest cost 0.4 0.2 0.3 0.2 0.3 — Employee contributions 0.3 — 0.2 — — — Actuarial loss (gain) due to assumption change — 0.5 (0.5 ) (0.2 ) 0.5 — Actuarial loss (gain) due to plan experience 0.2 0.6 0.3 (0.1 ) — — Other — 0.4 — (0.3 ) — — Benefits and expenses paid (0.8 ) (0.1 ) (0.6 ) (0.1 ) (0.3 ) — End of period balance $ 9.6 $ 3.1 $ 9.4 $ 1.4 $ 7.4 $ 0.3 |
Schedule of Amounts Recognized in Balance Sheet | Amounts included in the Consolidated Balance Sheets consist of the following: December 31, (amounts in millions) 2016 2015 Prepaid pension assets Foreign pension $ 4.0 $ — Total included in other assets $ 4.0 $ — Other current liabilities Domestic pension $ 0.7 $ 6.7 Foreign pension 0.6 0.6 Domestic post-retirement medical benefits 0.6 0.6 Foreign post-retirement medical benefits 0.2 0.1 Total included in accrued expenses and other current liabilities $ 2.1 $ 8.0 Retirement benefits, less current portion Domestic pension and SERP $ 36.2 $ 39.3 Foreign pensions 21.4 18.4 Domestic post-retirement medical benefits 9.0 8.8 Foreign post-retirement medical benefits 2.9 1.3 Total included in long-term retirement benefits, less current portion $ 69.5 $ 67.8 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Amounts recognized in Accumulated Other Comprehensive Income (Loss) consist of the following: Pension and SERP Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Domestic Foreign Domestic Foreign Domestic Foreign Net actuarial loss $ (12.8 ) $ (12.3 ) $ (15.8 ) $ (10.5 ) $ (10.4 ) $ (10.1 ) Prior service costs (0.1 ) (0.3 ) — (8.5 ) — — Total $ (12.9 ) $ (12.6 ) $ (15.8 ) $ (19.0 ) $ (10.4 ) $ (10.1 ) Post-retirement Medical Benefits Year Ended December 31, (amounts in millions) 2016 2015 2014 Domestic Foreign Domestic Foreign Domestic Foreign Net actuarial (loss) gain $ (0.6 ) $ (1.1 ) $ (0.4 ) $ 0.2 $ (0.6 ) $ — |
Schedule of Allocation of Plan Assets | The fair value of plan assets as of December 31, 2016 were classified in the fair value hierarchy as follows: Fair Value Measurements Using (amounts in millions) December 31, 2016 Quoted prices in Significant other Significant Asset Category Domestic equities $ 31.1 $ 31.1 $ — $ — Mutual funds holding domestic securities 5.5 5.5 — — U.S. Treasuries 4.9 — 4.9 — Mutual funds holding U.S. Treasury Securities 12.0 12.0 — — Mutual funds holding fixed income securities 14.6 14.6 — — Insurance "Buy-In" Policy (a) 70.2 — — 70.2 Foreign public bonds 5.1 — 5.1 — Corporate bonds 1.2 — 1.2 — Cash and cash equivalents 15.1 15.1 — — Sub-Total 159.7 $ 78.3 $ 11.2 $ 70.2 Assets using NAV as a practical expedient 101.9 Total $ 261.6 The fair value of plan assets as of December 31, 2015 were classified in the fair value hierarchy as follows: Fair Value Measurements Using (amounts in millions) December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset Category Domestic equities $ 26.3 $ 26.3 $ — $ — Foreign equities 0.3 0.3 — — Mutual funds holding domestic securities 4.9 4.9 — — U.S. Treasuries 5.0 — 5.0 — Mutual funds holding U.S. Treasury Securities 11.9 11.9 — — Mutual funds holding fixed income securities 16.1 16.1 — — Insurance "Buy-In" Policy (a) 77.2 — — 77.2 Foreign public bonds 2.9 — 2.9 — Corporate bonds 1.5 — 1.5 — Designated benefit fund (b) 1.3 — 1.3 — Cash and cash equivalents 11.2 11.2 — — Sub-Total 158.6 $ 70.7 $ 10.7 $ 77.2 Assets using NAV as a practical expedient 119.6 Total $ 278.2 (a) This category represents assets in the U.K. Pension Plan invested in insurance contract with PIC in connection with the “Buy-In” of the U.K. Pension Plan. (b) This category includes assets held in a fund with the Bank of Taiwan as prescribed by the Taiwan government in accordance with local statutory rules. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3). December 31, (amounts in millions) 2016 2015 Fair value measurements using significant unobservable inputs (Level 3) Beginning balance $ 77.2 $ 83.2 Changes in fair value (7.0 ) (6.0 ) Purchases, sales and settlements (1) — — Transfers into Level 3 — — Transfers out of Level 3 — — Ending balance $ 70.2 $ 77.2 (1) There were no purchases, sales, or settlements, on a gross basis, for the years ended December 31, 2016 and 2015 . The following table provides a reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3): December 31, (amounts in millions) 2016 2015 Fair value measurements using significant unobservable inputs (Level 3) Beginning balance $ 70.7 $ 63.9 Changes in fair value 10.1 6.8 Purchases, sales and settlements (515.0 ) — Additions 510.0 — Transfers into Level 3 — — Transfers out of Level 3 — — Ending balance $ 75.8 $ 70.7 |
Schedule of Expected Benefit Payments | As of December 31, 2016 , expected future benefit payments related to the Company’s defined benefit plans were as follows: Pension and SERP Benefits Post-retirement Medical Benefits Total (amounts in millions) Domestic Foreign 2017 $ 12.1 $ 5.7 $ 0.7 $ 18.5 2018 11.2 1.5 0.8 13.5 2019 12.1 1.6 0.8 14.5 2020 12.0 1.7 0.8 14.5 2021 12.1 1.8 0.8 14.7 Subsequent five years 64.1 9.8 4.0 77.9 Total $ 123.6 $ 22.1 $ 7.9 $ 153.6 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Losses before income taxes and non-controlling interests were as follows: Year Ended December 31, (amounts in millions) 2016 2015 2014 Domestic $ (229.1 ) $ (290.8 ) $ (103.9 ) Foreign 181.0 61.5 73.0 Total $ (48.1 ) $ (229.3 ) $ (30.9 ) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consisted of the following: Year Ended December 31, (amounts in millions) 2016 2015 2014 Current: U.S.: Federal $ 0.1 $ 0.7 $ (0.6 ) State and local 0.4 (0.2 ) 0.4 Foreign 85.5 120.1 36.7 Total current 86.0 120.6 36.5 Deferred: U.S.: Federal 1.9 6.4 (18.3 ) State and local (0.2 ) (5.2 ) 0.4 Foreign (59.1 ) (46.7 ) (25.3 ) Total deferred (57.4 ) (45.5 ) (43.2 ) Income tax expense (benefit) $ 28.6 $ 75.1 $ (6.7 ) |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal statutory tax rates to pre-tax loss, as a result of the following: Year Ended December 31, (amounts in millions) 2016 2015 2014 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % Taxes computed at U.S. statutory rate $ (16.8 ) $ (80.3 ) $ (10.8 ) State income taxes, net of federal benefit 0.1 (3.6 ) 0.8 Foreign tax on foreign operations (17.2 ) (25.3 ) (12.5 ) U.S. tax on foreign operations 29.0 31.1 4.8 Net change in reserve (24.1 ) 27.5 1.5 Change in valuation allowances 68.4 72.6 0.2 Provision for tax on undistributed foreign earnings 26.8 5.0 (3.7 ) Change of tax rate 11.8 (1.0 ) (0.5 ) Impact of transaction costs (24.5 ) 40.5 6.5 Purchase price contingency 1.3 0.4 6.6 Settlement of Series B Convertible Preferred Stock (34.3 ) — — Goodwill impairment 6.2 — — Other, net 1.9 8.2 0.4 Income tax expense (benefit) $ 28.6 $ 75.1 $ (6.7 ) Effective tax rate (59.5 )% (32.8 )% 21.7 % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred income taxes at December 31, 2016 and 2015 were as follows: December 31, (amounts in millions) 2016 2015 Deferred tax assets: Accounts receivable $ 10.4 $ 8.9 Inventory 9.3 6.6 Accrued liabilities 45.6 34.8 Employee benefits 43.6 27.5 Research and development costs 15.2 11.8 Tax credits 46.2 49.3 Net operating losses 359.7 332.3 Goodwill 16.4 26.8 Financing activities 4.5 30.7 Other 39.0 41.4 Total deferred tax assets 589.9 570.1 Valuation allowance (363.2 ) (303.8 ) Total gross deferred tax assets 226.7 266.3 Deferred tax liabilities: Plant and equipment 37.0 38.6 Intangibles 796.9 867.1 Undistributed foreign earnings 36.8 7.1 Other 0.4 2.9 Total gross deferred tax liabilities 871.1 915.7 Net deferred tax liability $ 644.4 $ 649.4 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year Ended December 31, (amounts in millions) 2016 2015 2014 Unrecognized tax benefits at beginning of period $ 112.2 $ 27.7 $ 25.6 Additions based on current year tax positions 76.2 20.7 1.7 Additions based upon prior year tax positions (including acquired uncertain tax positions) 1.7 72.2 7.4 Reductions due to closed statutes (9.9 ) (2.9 ) (6.7 ) Reductions for prior period positions (51.9 ) — — Reductions for settlements and payments — (5.5 ) (0.3 ) Total unrecognized tax benefits at end of period $ 128.3 $ 112.2 $ 27.7 |
Summary of Income Tax Examinations | As of December 31, 2016 , the following tax years remained subject to examination by the major tax jurisdictions indicated below: Major Jurisdictions Open Years Belgium 2009 through current Brazil 2010 through current China 2010 through current France 2010 through current Japan 2011 through current Mexico 2011 through current Netherlands 2012 through current South Africa 2012 through current Taiwan 2011 through current United Kingdom 2009 through current |
Debt, Factoring and Customer 42
Debt, Factoring and Customer Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt consisted of the following: December 31, (amounts in millions) 2016 2015 USD Senior Notes due 2022, interest at 6.50% (1) $ 1,083.2 $ 1,081.1 EUR Senior Notes due 2023, interest at 6.00% (1) 362.4 374.0 USD Senior Notes due 2021, interest at 10.375% (1) 489.0 487.5 First Lien Credit Facility - U.S. Dollar Term Loans due 2020, (2) — 2,631.3 First Lien Credit Facility - U.S. Dollar Term Loans due 2020, (2) 582.5 — First Lien Credit Facility - U.S. Dollar Term Loans due 2021, (2) (3) 1,444.2 — First Lien Credit Facility - Euro Term Loans due 2020, (2) — 619.2 First Lien Credit Facility - Euro Term Loans due 2020, (2) 726.5 — First Lien Credit Facility - Euro Term Loans due 2021, (2) (3) 450.7 — Borrowings under the Revolving Credit Facility, interest at LIBOR plus 3.00% — — Borrowings under lines of credit (4) 86.0 16.7 Other 14.5 18.5 Total debt and capital lease obligations 5,239.0 5,228.3 Less: current portion debt and capital lease obligations (116.1 ) (54.7 ) Total long-term debt and capital lease obligations $ 5,122.9 $ 5,173.6 (1) Net of unamortized premium, discounts and debt issuance costs of $33.4 million and $37.5 million at December 31, 2016 and 2015 , respectively. Weighted average effective interest rate of 7.81% and 7.79% at December 31, 2016 and 2015 , respectively. (2) First Lien Credit Facility term loans net of unamortized discounts and debt issuance costs of $64.0 million and $81.7 million at December 31, 2016 and 2015 , respectively. Weighted average effective interest rate of 5.64% and 6.52% as of December 31, 2016 and 2015 , respectively, including the effects of interest rate swaps. Refer to Note 10, Derivative Instruments , for further information regarding the Company's interest rate swaps. (3) The maturity date will extend to June 7, 2023, provided that the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.10 billion , 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021. (4) Weighted average interest rate of 4.48% and 4.28% as of December 31, 2016 and 2015 , respectively. |
Schedule of Maturities of Long-term Debt | Minimum future principal payments on long-term debt and capital lease obligations were as follows: (amounts in millions) Long-Term Debt Capital Leases Total 2017 $ 32.8 $ 0.9 $ 33.7 2018 32.8 0.8 33.6 2019 32.8 0.6 33.4 2020 1,321.4 0.5 1,321.9 2021 (*) 2,444.6 1.1 2,445.7 Thereafter 1,371.5 0.7 1,372.2 Total $ 5,235.9 $ 4.6 $ 5,240.5 (*) In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.10 billion , 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date of approximately $1.93 billion of first lien debt will be extended to June 7, 2023 from November 2, 2021, as currently presented in the table above. |
Schedule of Long-term Debt Refinancing | The effects of the term loan refinancing resulting from Amendments No. 5 and 6 were as follows: (amounts in millions) Balance before refinancing Refinancing Balance after refinancing U.S. Dollar Tranche B Term Loan due 2020 $ 1,151.8 $ (1,151.8 ) $ — U.S. Dollar Tranche B-2 Term Loan due 2020 491.3 (491.3 ) — U.S. Dollar Tranche B-3 Term Loan due 2020 1,034.5 (1,034.5 ) — U.S. Dollar Tranche B-4 Term Loan due 2021 — 1,475.0 1,475.0 U.S. Dollar Tranche B-5 Term Loan due 2020 — 610.0 610.0 Euro Tranche C-1 Term Loan due 2020 309.9 (309.9 ) — Euro Tranche C-2 Term Loan due 2020 318.3 (318.3 ) — Euro Tranche C-3 Term Loan due 2021 — 475.1 475.1 Euro Tranche C-4 Term Loan due 2020 — 750.3 750.3 Totals repriced first lien debt $ 3,305.8 $ 4.6 $ 3,310.4 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The following table details the Company's significant outstanding foreign currency forward contracts as of December 31, 2016 : (in millions) Traded against USD Traded against EUR Currency Purchasing Selling Purchasing Selling Euro (EUR) $ 208.3 $ 53.8 $ — $ — Brazilian Real (BRL) 48.4 89.8 — — Japanese Yen (JPY) 41.7 25.1 1.9 2.3 British Pound (GBP) 25.1 — 5.3 — South African Rand (ZAR) — 17.8 — 0.3 Taiwan Dollar (TWD) 16.9 — — — Other 11.9 3.2 — — Total $ 352.3 $ 189.7 $ 7.2 $ 2.6 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table summarizes the fair value of derivative instruments reported in the Consolidated Balance Sheets: December 31, (amounts in millions) 2016 2015 Derivatives designated as hedging instruments: Liabilities Balance Sheet Location Interest rate swaps Accrued expenses and other current liabilities $ 10.2 $ — Interest rate swaps Other long-term liabilities — 12.5 Derivatives not designated as hedging instruments: Assets Balance Sheet Location Foreign exchange and metals contracts Other current assets 8.5 1.1 Foreign exchange contracts Other assets — 1.0 Liabilities Balance Sheet Location Foreign exchange and metals contracts Accrued expenses and other current liabilities 10.7 1.0 Net derivative contracts liability $ (12.4 ) $ (11.4 ) |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded the following realized and unrealized (losses) gains associated with derivative contracts designated as hedging instruments and made the following reclassifications from Accumulated Other Comprehensive Income: (amounts in millions) Amount of loss recognized in Other Comprehensive Income for the year ended December 31, Location of loss reclassified from Accumulated Other Comprehensive Income Amount of loss reclassified from Accumulated Other Comprehensive Income into income for the year ended December 31, Derivatives designated as hedging instruments: 2016 2015 2014 2016 2015 2014 Interest rate swaps $ 9.6 $ 12.5 $ — Interest expense, net $ 11.9 $ — $ — Foreign exchange contracts — — 0.2 Foreign exchange loss — — — Total $ 9.6 $ 12.5 $ 0.2 $ 11.9 $ — $ — |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location | For the years ended December 31, 2016 , 2015 and 2014 , the Company recorded the following realized and unrealized (losses) gains associated with derivative contracts not designated as hedging instruments: (amounts in millions) Location of (loss) gain recognized in income on derivatives Amount of (loss) gain recognized in income on derivatives for the year ended December 31, Derivatives not designated as hedging instruments: 2016 2015 2014 Foreign exchange and metals contracts (Loss) gain on derivative contracts $ (12.5 ) $ (74.0 ) $ 0.4 |
Offsetting Assets | The following table presents recognized foreign currency exchange forward and metal future derivative contracts that are subject to master netting arrangements but not offset as of December 31, 2016 and 2015 , with the "Net" column representing the net impact to the Company's Consolidated Balance Sheets had all set-off rights been exercised: December 31, 2016 (amounts in millions) Amounts offset Amounts not offset Net Financial assets Gross assets Gross liabilities offset Net amounts presented Financial instruments Cash collateral paid Derivative assets $ 6.3 $ — $ 6.3 $ (2.5 ) $ — $ 3.8 December 31, 2016 Amounts offset Amounts not offset Net Financial liabilities Gross liabilities Gross assets offset Net amounts presented Financial instruments Cash collateral paid Derivative liabilities $ 8.9 $ — $ 8.9 $ (2.6 ) $ (1.0 ) $ 5.3 December 31, 2015 (amounts in millions) Amounts offset Amounts not offset Net Financial assets Gross assets Gross liabilities offset Net amounts presented Financial instruments Cash collateral paid Derivative assets $ 3.1 $ — $ 3.1 $ (0.3 ) $ — $ 2.8 December 31, 2015 Amounts offset Amounts not offset Net Financial liabilities Gross liabilities Gross assets offset Net amounts presented Financial instruments Cash collateral paid Derivative liabilities $ 1.7 $ — $ 1.7 $ (1.2 ) $ (0.9 ) $ (0.4 ) |
Offsetting Liabilities | The following table presents recognized foreign currency exchange forward and metal future derivative contracts that are subject to master netting arrangements but not offset as of December 31, 2016 and 2015 , with the "Net" column representing the net impact to the Company's Consolidated Balance Sheets had all set-off rights been exercised: December 31, 2016 (amounts in millions) Amounts offset Amounts not offset Net Financial assets Gross assets Gross liabilities offset Net amounts presented Financial instruments Cash collateral paid Derivative assets $ 6.3 $ — $ 6.3 $ (2.5 ) $ — $ 3.8 December 31, 2016 Amounts offset Amounts not offset Net Financial liabilities Gross liabilities Gross assets offset Net amounts presented Financial instruments Cash collateral paid Derivative liabilities $ 8.9 $ — $ 8.9 $ (2.6 ) $ (1.0 ) $ 5.3 December 31, 2015 (amounts in millions) Amounts offset Amounts not offset Net Financial assets Gross assets Gross liabilities offset Net amounts presented Financial instruments Cash collateral paid Derivative assets $ 3.1 $ — $ 3.1 $ (0.3 ) $ — $ 2.8 December 31, 2015 Amounts offset Amounts not offset Net Financial liabilities Gross liabilities Gross assets offset Net amounts presented Financial instruments Cash collateral paid Derivative liabilities $ 1.7 $ — $ 1.7 $ (1.2 ) $ (0.9 ) $ (0.4 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following tables present the Company’s financial instruments, assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurement Using: (amounts in millions) December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset Category Cash equivalents $ 48.2 $ — $ 48.2 $ — Available for sale equity securities 5.7 5.1 0.6 — Derivatives 8.5 — 8.5 — Total $ 62.4 $ 5.1 $ 57.3 $ — Liability Category Derivatives $ 20.9 $ — $ 20.9 $ — Long-term contingent consideration 75.8 — — 75.8 Total $ 96.7 $ — $ 20.9 $ 75.8 Fair Value Measurement Using: (amounts in millions) December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset Category Cash equivalents $ 59.4 $ 2.9 $ 56.5 $ — Available for sale equity securities 6.6 5.8 0.8 — Derivatives 2.1 — 2.1 — Total $ 68.1 $ 8.7 $ 59.4 $ — Liability Category Derivatives $ 13.5 $ — $ 13.5 $ — Long-term contingent consideration 70.7 — — 70.7 Total $ 84.2 $ — $ 13.5 $ 70.7 |
Fair Value, Liabilities Measured on Recurring Basis | The following tables present the Company’s financial instruments, assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurement Using: (amounts in millions) December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset Category Cash equivalents $ 48.2 $ — $ 48.2 $ — Available for sale equity securities 5.7 5.1 0.6 — Derivatives 8.5 — 8.5 — Total $ 62.4 $ 5.1 $ 57.3 $ — Liability Category Derivatives $ 20.9 $ — $ 20.9 $ — Long-term contingent consideration 75.8 — — 75.8 Total $ 96.7 $ — $ 20.9 $ 75.8 Fair Value Measurement Using: (amounts in millions) December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Asset Category Cash equivalents $ 59.4 $ 2.9 $ 56.5 $ — Available for sale equity securities 6.6 5.8 0.8 — Derivatives 2.1 — 2.1 — Total $ 68.1 $ 8.7 $ 59.4 $ — Liability Category Derivatives $ 13.5 $ — $ 13.5 $ — Long-term contingent consideration 70.7 — — 70.7 Total $ 84.2 $ — $ 13.5 $ 70.7 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3). December 31, (amounts in millions) 2016 2015 Fair value measurements using significant unobservable inputs (Level 3) Beginning balance $ 77.2 $ 83.2 Changes in fair value (7.0 ) (6.0 ) Purchases, sales and settlements (1) — — Transfers into Level 3 — — Transfers out of Level 3 — — Ending balance $ 70.2 $ 77.2 (1) There were no purchases, sales, or settlements, on a gross basis, for the years ended December 31, 2016 and 2015 . The following table provides a reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3): December 31, (amounts in millions) 2016 2015 Fair value measurements using significant unobservable inputs (Level 3) Beginning balance $ 70.7 $ 63.9 Changes in fair value 10.1 6.8 Purchases, sales and settlements (515.0 ) — Additions 510.0 — Transfers into Level 3 — — Transfers out of Level 3 — — Ending balance $ 75.8 $ 70.7 |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | The following table presents the carrying value and estimated fair value of the Company’s long-term debt and capital lease obligations that are not carried at fair value: (amounts in millions) December 31, 2016 December 31, 2015 Carrying Fair Carrying Fair USD Senior Notes, due 2022 $ 1,083.2 $ 1,109.2 $ 1,081.1 $ 946.3 EUR Senior Notes, due 2023 362.4 372.1 374.0 326.7 USD Senior Notes, due 2021 489.0 555.4 487.5 500.0 First Lien Credit Facility - U.S. Dollar Term Loans, due 2020 582.5 616.8 2,631.3 2,603.6 First Lien Credit Facility - U.S. Dollar Term Loans, due 2021 (1) 1,444.2 1,493.4 — — First Lien Credit Facility - Euro Term Loans, due 2020 726.5 742.3 619.2 624.3 First Lien Credit Facility - Euro Term Loans, due 2021 (1) 450.7 459.2 — — Capital lease obligations 4.6 4.7 5.5 5.3 $ 5,143.1 $ 5,353.1 $ 5,198.6 $ 5,006.2 (1) In the event the Company is able to prepay, redeem or otherwise retire and/or refinance in full its $1.10 billion , 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021, the maturity date will be extended to June 7, 2023 from November 2, 2021. |
Accumulated Other Comprehensi45
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in each component of accumulated other comprehensive (loss) income, net of tax, for the years ended December 31, 2016 , 2015 and 2014 were as follows: (amounts in millions) Foreign Currency Translation Adjustments Pension and Post-retirement Plans Unrealized Gain (Loss) on Available for Sale Securities Derivative Financial Instrument Revaluation Non-Controlling Interests Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2013 $ (0.6 ) $ 1.8 $ — $ 0.1 $ — $ 1.3 Other comprehensive (loss) income, net (121.6 ) (16.7 ) 0.1 (0.1 ) 6.4 (131.9 ) Balance at December 31, 2014 (122.2 ) (14.9 ) 0.1 — 6.4 (130.6 ) Other comprehensive (loss) income before reclassifications, net (777.1 ) (10.9 ) 1.1 (8.1 ) 40.0 (755.0 ) Tax benefit reclassified — (0.5 ) — — — (0.5 ) Balance at December 31, 2015 $ (899.3 ) $ (26.3 ) $ 1.2 $ (8.1 ) $ 46.4 $ (886.1 ) Other comprehensive income (loss) before reclassifications, net 204.6 8.3 (0.8 ) (9.6 ) (2.0 ) 200.5 Reclassifications, pretax — (0.8 ) — 11.9 — 11.1 Tax (benefit) expense reclassified — — — — — — Balance at December 31, 2016 (694.7 ) (18.8 ) 0.4 (5.8 ) 44.4 (674.5 ) |
Earnings Loss Per Share (Tables
Earnings Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A computation of loss per share and weighted average shares of common stock outstanding for the years ended December 31, 2016 , 2015 and 2014 follows: Year Ended December 31, (amounts in millions, except per share amounts) 2016 2015 2014 Net loss attributable to common stockholders $ (40.8 ) $ (308.6 ) $ (262.6 ) Adjustments to the numerator for diluted earnings per share: Gain on settlement agreement related to Series B Convertible Preferred Stock (103.0 ) — — Gain on amendment of Series B Convertible Preferred Stock (32.9 ) — — Remeasurement adjustment associated with the Preferred Series B redemption liability 5.0 — — Loss attributed to PDH non-controlling interest (5.9 ) — — Net loss attributable to common stockholders for diluted EPS $ (177.6 ) $ (308.6 ) $ (262.6 ) Basic weighted average common stock outstanding 243.3 203.2 135.3 Conversion related to the amendment of the Series B Preferred Stock - assumed at beginning of reporting period 15.3 — — Settlement of preferred stock redemption liability - assumed at beginning of reporting period 5.7 — — Conversion of PDH non-controlling interest 8.0 — — Share adjustments (1) 29.0 — — Dilutive weighted average common stock outstanding 272.3 203.2 135.3 Loss per share attributable to common stockholders: Basic $ (0.17 ) $ (1.52 ) $ (1.94 ) Diluted $ (0.65 ) $ (1.52 ) $ (1.94 ) Dividends per share paid to common stockholders $ — $ — $ — (1) For the years ended December 31, 2015 , and 2014 , no share adjustments were included in the dilutive weighted average shares outstanding computation as their effect would have been anti-dilutive. For more information about such dilutive shares outstanding, refer to the table below. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the years ended December 31, 2016 , 2015 , and 2014 , the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or because performance targets and/or market conditions were not yet met for awards contingent upon such measures. Year Ended December 31, (amounts in thousands) 2016 2015 2014 Shares contingently issuable to Founder Entities as stock dividend to Series A Preferred Stock — 1,239 10,453 Shares issuable upon conversion of PDH Common Stock — 8,318 8,641 Shares issuable upon conversion of Series A Preferred Stock 2,000 2,000 2,000 Shares issuable upon conversion of Series B Convertible Preferred Stock — 19,443 — Shares contingently issuable for the contingent consideration 8,553 4,640 1,503 Shares issuable upon conversion of the 401k exchange rights — — 270 Stock options — 55 89 RSUs 147 74 70 Shares issuable under the ESPP 2 1 — 10,702 35,770 23,026 |
Operating Lease Commitments (Ta
Operating Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum future non-cancelable operating lease commitments were as follows: (amounts in millions) Operating Lease Commitments Year ending December 31, 2017 $ 29.6 2018 20.4 2019 13.9 2020 10.5 2021 8.8 Thereafter 28.8 Total $ 112.0 |
Contingencies, Environmental 48
Contingencies, Environmental and Legal Matters (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | (amounts in millions) Year Ended December 31, 2016 2015 2014 AROs, beginning of period $ 17.5 $ 18.5 $ 4.8 Acquisitions 2.7 0.4 13.2 Additional obligations incurred — — 0.5 Accretion expense 1.2 1.0 0.7 Remeasurements — (0.2 ) — Payments (1.3 ) (0.4 ) (0.2 ) Foreign currency translation (0.3 ) (1.8 ) (0.5 ) AROs, end of period $ 19.8 $ 17.5 $ 18.5 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Restructuring expenses were recorded as follows in each of the Company's business segments: Year Ended December 31, (amounts in millions) 2016 2015 2014 Performance Solutions $ 25.0 $ 6.9 $ 1.5 Agricultural Solutions 6.1 18.4 1.5 Total restructuring $ 31.1 $ 25.3 $ 3.0 Restructuring expenses were recorded as follows in the Consolidated Statements of Operations: Year Ended December 31, (amounts in millions) 2016 2015 2014 Cost of sales $ 0.9 $ 6.3 $ — Selling, technical, general and administrative 30.2 19.0 3.0 Total restructuring $ 31.1 $ 25.3 $ 3.0 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | "Other income (expense), net", as reported in the Consolidated Statements of Operations, consisted of the following: Year Ended December 31, (amounts in millions) 2016 2015 2014 Gain on settlement agreement related to Series B Convertible Preferred Stock $ 103.0 $ — $ — Loss on debt extinguishment (11.3 ) — — Non-cash change in fair value of preferred stock redemption liability (5.0 ) — — Legal settlements — 17.7 — Sale of intellectual property and product rights 4.4 6.1 — Acquisition put option settlement — 3.0 — Other income (expense), net 9.7 3.6 (0.2 ) Total other income (expense), net $ 100.8 $ 30.4 $ (0.2 ) |
Accrued Expenses And Other Cu51
Accrued Expenses And Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | "Accrued expenses and other current liabilities", as reported in the Consolidated Balance Sheets, consisted of the following: December 31, (amounts in millions) 2016 2015 Accrued customer rebates and sales incentives $ 120.7 $ 120.7 Factoring and customer financing arrangements 38.3 71.1 Other current liabilities 238.0 222.4 Total accrued expenses and other current liabilities $ 397.0 $ 414.2 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes financial information regarding each reportable segment’s results of operations for the periods presented. Year Ended December 31, (amounts in millions) 2016 2015 2014 Net Sales: Performance Solutions $ 1,770.1 $ 800.8 $ 755.2 Agricultural Solutions 1,815.8 1,741.5 88.0 Consolidated net sales $ 3,585.9 $ 2,542.3 $ 843.2 Depreciation and amortization: Performance Solutions $ 156.5 $ 80.0 $ 76.3 Agricultural Solutions 185.8 171.0 11.7 Consolidated depreciation and amortization $ 342.3 $ 251.0 $ 88.0 Adjusted EBITDA: Performance Solutions $ 401.3 $ 224.3 $ 196.2 Agricultural Solutions 368.2 343.4 16.0 Consolidated adjusted EBITDA $ 769.5 $ 567.7 $ 212.2 The following table reconciles "Net loss attributable to common stockholders" to consolidated Adjusted EBITDA: Year Ended December 31, (amounts in millions) 2016 2015 2014 Net loss attributable to common stockholders $ (40.8 ) $ (308.6 ) $ (262.6 ) Gain on amendment of Series B Convertible Preferred Stock (32.9 ) — — Stock dividend on Founder's preferred shares — — 232.7 Net income attributable to the non-controlling interests (3.0 ) 4.2 5.7 Income tax expense (benefit) 28.6 75.1 (6.7 ) Loss before income taxes and non-controlling interests (48.1 ) (229.3 ) (30.9 ) Adjustments to reconcile to Adjusted EBITDA: Interest expense, net 375.7 213.9 37.9 Depreciation expense 75.0 48.9 20.6 Amortization expense 267.3 202.1 67.4 Restructuring expense 31.1 25.3 3.0 Manufacturer's profit in inventory purchase accounting adjustments 11.7 76.5 35.5 Acquisition and integration costs 33.4 122.4 47.8 Non-cash change in fair value contingent consideration 5.1 6.8 29.1 Legal settlement (2.8 ) (16.0 ) — Foreign exchange loss on foreign denominated external and internal debt 33.9 46.4 1.1 Fair value loss on foreign exchange forward contract — 73.7 (0.3 ) Goodwill impairment 46.6 — — Gain on settlement agreement related to Series B Convertible Preferred Stock (103.0 ) — — Non-cash change in fair value of preferred stock redemption liability 5.0 — — Debt refinancing costs 19.7 — — Other expense (income), net 18.9 (3.0 ) 1.0 Adjusted EBITDA $ 769.5 $ 567.7 $ 212.2 |
Revenue from External Customers by Geographic Areas | The following table sets forth the Company's total net sales by geographic area based on the country where sales were generated: Year Ended December 31, (amounts in millions) 2016 2015 2014 United States $ 725.4 $ 474.6 $ 217.4 Foreign Net Sales: Brazil 463.0 380.6 70.9 China 330.6 108.3 87.8 France 227.8 196.8 64.3 Germany 172.9 35.4 22.0 Japan 145.7 166.6 22.9 United Kingdom 145.5 127.3 119.1 Other countries 1,375.0 1,052.7 238.8 Total Foreign Net Sales 2,860.5 2,067.7 625.8 Total consolidated net sales $ 3,585.9 $ 2,542.3 $ 843.2 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table provides the Company's total long-lived assets by geographic area: December 31, (amounts in millions) 2016 2015 United States $ 137.4 $ 138.3 Foreign countries China 47.3 55.1 France 47.2 50.9 Brazil 36.9 28.7 Germany 30.0 33.0 United Kingdom 23.4 33.6 Other countries 138.3 152.0 Total foreign countries 323.1 353.3 Total long-lived assets, net (1) $ 460.5 $ 491.6 (1) Long-lived assets represent property, plant, and equipment, net. |
Reconciliation of Revenue from Segments to Consolidated | The following table shows the Company's external party sales by product category for the periods presented: Year Ended December 31, (amounts in millions) 2016 2015 2014 Performance Solutions Assembly Solutions $ 554.5 $ 41.1 $ — Electronics Solutions 525.9 198.8 159.9 Industrial Solutions 445.0 287.8 336.7 Graphic Solutions 171.8 173.9 165.9 Offshore Solutions 72.9 99.2 92.7 Performance Solutions sales 1,770.1 800.8 755.2 Agricultural Solutions (1) 1,815.8 1,741.5 88.0 Total consolidated net sales $ 3,585.9 $ 2,542.3 $ 843.2 (1) Agricultural Solutions product offerings are comprised of five major global product lines: fungicides and biofungicides; herbicides; insecticides, bioinsecticides and acaricides; biostimulants and innovative nutrition; and seed treatments. However, the segment manages and reports sales on a regional basis, making it impractical to present such data by product line. |
Supplementary Data (Tables)
Supplementary Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 2016 (amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales $ 823.8 $ 921.6 $ 890.5 $ 950.0 Gross profit 356.0 380.6 375.1 396.0 Net (loss) income attributable to stockholders (134.8 ) (8.8 ) 71.8 (1.9 ) Net (loss) income attributable to common stockholders (134.8 ) (8.8 ) 104.7 (1.9 ) Basic (loss) earnings per share attributable to common stockholders $ (0.59 ) $ (0.04 ) $ 0.45 $ (0.01 ) Diluted loss per share attributable to common stockholders $ (0.59 ) $ (0.04 ) $ (0.15 ) $ (0.01 ) 2015 (amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales $ 534.8 $ 675.1 $ 597.3 $ 735.1 Gross profit 207.1 268.6 242.7 273.5 Net loss attributable to stockholders (26.7 ) (12.2 ) (140.1 ) (129.6 ) Net loss attributable to common stockholders (26.7 ) (12.2 ) (140.1 ) (129.6 ) Basic loss per share attributable to common stockholders $ (0.14 ) $ (0.06 ) $ (0.66 ) $ (0.60 ) Diluted loss per share attributable to common stockholders $ (0.14 ) $ (0.06 ) $ (0.66 ) $ (0.60 ) 2014 (amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales $ 183.7 $ 189.1 $ 196.8 $ 273.6 Gross profit 84.2 96.7 103.2 112.5 Net (loss) income attributable to stockholders (7.4 ) (0.4 ) 11.9 (34.0 ) Net (loss) income attributable to common stockholders (7.4 ) (0.4 ) 11.9 (266.7 ) Basic (loss) earnings per share attributable to common stockholders $ (0.07 ) $ — $ 0.09 $ (1.59 ) Diluted (loss) earnings per share attributable to common stockholders $ (0.07 ) $ — $ 0.08 $ (1.59 ) |
Basis of Presentation and Sum54
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Share price (in dollars per share) | $ 0.01 | ||
Restricted cash | $ 0.9 | $ 0.3 |
Basis of Presentation and Sum55
Basis of Presentation and Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Building and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Building and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Computer hardware and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer hardware and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Furniture and automobiles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and automobiles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Basis of Presentation and Sum56
Basis of Presentation and Summary of Significant Accounting Policies - Finite-Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 14 years |
Customer Lists | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 18 years |
Customer Lists | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 8 years |
Customer Lists | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 30 years |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 11 years 7 months 6 days |
Developed technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 5 years |
Developed technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 14 years |
Tradenames | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 5 years |
Tradenames | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 20 years |
Noncompete Agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 5 years |
Noncompete Agreements | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 1 year |
Noncompete Agreements | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 5 years |
Product Registration | Minimum | Agricultural Solutions | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 12 years |
Product Registration | Maximum | Agricultural Solutions | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average useful life (years) | 14 years |
Basis of Presentation and Sum57
Basis of Presentation and Summary of Significant Accounting Policies - Employee Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Company's expected future contribution to the plan | $ 2.9 | ||
PSP 401(k) Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Company's expected future contribution to the plan | 3.4 | $ 1.5 | $ 1.4 |
Employer contributions | $ 2.8 | $ 1.4 | $ 0.7 |
Basis of Presentation and Sum58
Basis of Presentation and Summary of Significant Accounting Policies - Cost of Sales (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Various | Fair Value Adjustment to Inventory | Cost of Sales | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of assets | $ 11.7 | $ 76.5 | $ 35.5 |
Basis of Presentation and Sum59
Basis of Presentation and Summary of Significant Accounting Policies - Out of Period Adjustments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||
Goodwill | $ 4,178.9 | $ 4,021.9 | $ 1,405.3 |
Accumulated other comprehensive loss | (674.5) | (886.1) | |
Incorrect Allocation of Expenses to Non-controlling Interest | |||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||
Quantifying misstatement | 6.1 | ||
Adjustment | Translation and Purchase Accounting Adjustments of Goodwill | |||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||
Goodwill | 15.1 | ||
Accumulated other comprehensive loss | $ (15.1) | ||
Adjustment | Foreign Subsidiary Tax Accounting | |||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||
Goodwill | 12.9 | ||
Operating loss carryforward valuation allowance | 22.4 | ||
Income Tax Expense | Foreign Subsidiary Tax Accounting | |||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||
Quantifying misstatement | $ (9.5) |
Basis of Presentation and Sum60
Basis of Presentation and Summary of Significant Accounting Policies - Misclassification (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||
Inventories | $ 416.4 | $ 484.6 |
Adjustment | Inventory Classification | ||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||
Inventories | (32.9) | |
Other assets | $ 32.9 |
Acquisitions of Businesses - 20
Acquisitions of Businesses - 2016 Activity (Details) - OMG Malaysia $ in Millions | Jan. 31, 2016USD ($) |
Business Acquisition [Line Items] | |
Total consideration | $ 123.7 |
Note receivable settlement | $ 125 |
Acquisitions of Businesses - 62
Acquisitions of Businesses - 2015 Activity (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 01, 2015 | Oct. 28, 2015 | Feb. 13, 2015 |
Alent | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 1,738.4 | ||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 18,419,738 | ||
Share price (in dollars per share) | $ 12.56 | ||
OMG | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 239.1 | ||
Arysta | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 3,502.1 | ||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 600,000 | ||
Equity instruments | $ 646 | ||
Arysta | Series B Preferred Stock | |||
Business Acquisition [Line Items] | |||
Equity instruments | $ 600 |
Acquisitions of Businesses - 63
Acquisitions of Businesses - 2014 Activity (Details) € in Millions | Nov. 03, 2014USD ($)product_lineshares | Oct. 01, 2014USD ($) | Oct. 01, 2014EUR (€) |
CAS | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 1,040,000,000 | ||
Cash, net | $ 983,000,000 | ||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 2,000,000 | ||
Number of major product lines | product_line | 7 | ||
Agriphar | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 370,000,000 | € 300 | |
Cash, net | $ 350,000,000 | ||
Maximum transfer percentage, first portion | 33.33% | 33.33% | |
Maximum transfer percentage, second portion | 33.33% | 33.33% | |
Maximum transfer percentage, third portion | 33.33% | 33.33% | |
Agriphar | Restricted Stock | |||
Business Acquisition [Line Items] | |||
Shares transferred for business acquisition (in shares) | $ 711,551 |
Acquisitions of Businesses - Ac
Acquisitions of Businesses - Acquisition Net Sales and Net Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
OMG Malaysia | |||
Business Acquisition [Line Items] | |||
Net Sales | $ 30.9 | ||
Net Income (Loss) | $ 3.2 | ||
Alent | |||
Business Acquisition [Line Items] | |||
Net Sales | $ 70.8 | ||
Net Income (Loss) | (12.4) | ||
OMG | |||
Business Acquisition [Line Items] | |||
Net Sales | 20.7 | ||
Net Income (Loss) | (0.4) | ||
Arysta | |||
Business Acquisition [Line Items] | |||
Net Sales | 1,197 | ||
Net Income (Loss) | $ (86.7) | ||
CAS | |||
Business Acquisition [Line Items] | |||
Net Sales | $ 61.9 | ||
Net Income (Loss) | (20.5) | ||
Agriphar | |||
Business Acquisition [Line Items] | |||
Net Sales | 26.1 | ||
Net Income (Loss) | $ (8.3) |
Acquisitions of Businesses - Pu
Acquisitions of Businesses - Purchase Price Allocation (Details) - USD ($) $ in Millions | Jan. 31, 2016 | Dec. 01, 2015 | Oct. 28, 2015 | Feb. 13, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Consideration | |||||||
Cash, net | $ (1.3) | $ 4,600.3 | $ 1,361.8 | ||||
Acquisition costs | 33.4 | 122.4 | 47.8 | ||||
Identifiable assets acquired and liabilities assumed | |||||||
Goodwill | $ 4,178.9 | $ 4,021.9 | $ 1,405.3 | ||||
OMG Malaysia | |||||||
Consideration | |||||||
Cash, net | $ (1.3) | ||||||
Equity instruments | 0 | ||||||
Note receivable settlement | 125 | ||||||
Total consideration | 123.7 | ||||||
Acquisition costs | 0.5 | ||||||
Identifiable assets acquired and liabilities assumed | |||||||
Accounts receivable - contractual | 4.3 | ||||||
- less uncollectible | 0 | ||||||
Accounts receivable - fair value | 4.3 | ||||||
Inventories | 6.4 | ||||||
Other current assets | 0.2 | ||||||
Property, plant and equipment | 4.7 | ||||||
Identifiable intangible assets | 43.9 | ||||||
Other assets | 0 | ||||||
Current liabilities | (3.5) | ||||||
Non-current deferred tax liability | (11.3) | ||||||
Other long-term liabilities | 0 | ||||||
Non-controlling interest | 0 | ||||||
Total identifiable net assets | 44.7 | ||||||
Goodwill | 79 | ||||||
Total purchase price | $ 123.7 | ||||||
Alent | |||||||
Consideration | |||||||
Cash, net | $ 1,507 | ||||||
Equity instruments | 231.4 | ||||||
Note receivable settlement | 0 | ||||||
Total consideration | 1,738.4 | ||||||
Acquisition costs | 29.5 | ||||||
Identifiable assets acquired and liabilities assumed | |||||||
Accounts receivable - contractual | 177.4 | ||||||
- less uncollectible | (1.8) | ||||||
Accounts receivable - fair value | 175.6 | ||||||
Inventories | 116.1 | ||||||
Other current assets | 33.3 | ||||||
Property, plant and equipment | 192.9 | ||||||
Identifiable intangible assets | 682.9 | ||||||
Other assets | 38.8 | ||||||
Current liabilities | (178.9) | ||||||
Non-current deferred tax liability | (146.1) | ||||||
Other long-term liabilities | (331.1) | ||||||
Non-controlling interest | 0 | ||||||
Total identifiable net assets | 583.5 | ||||||
Goodwill | 1,154.9 | ||||||
Total purchase price | $ 1,738.4 | ||||||
OMG | |||||||
Consideration | |||||||
Cash, net | $ 239.1 | ||||||
Equity instruments | 0 | ||||||
Note receivable settlement | 0 | ||||||
Total consideration | 239.1 | ||||||
Acquisition costs | 7.4 | ||||||
Identifiable assets acquired and liabilities assumed | |||||||
Accounts receivable - contractual | 33.1 | ||||||
- less uncollectible | (1.6) | ||||||
Accounts receivable - fair value | 31.5 | ||||||
Inventories | 13.2 | ||||||
Other current assets | 1.6 | ||||||
Property, plant and equipment | 35.1 | ||||||
Identifiable intangible assets | 77.9 | ||||||
Other assets | 0.2 | ||||||
Current liabilities | (21.5) | ||||||
Non-current deferred tax liability | (16.5) | ||||||
Other long-term liabilities | (2.9) | ||||||
Non-controlling interest | 0 | ||||||
Total identifiable net assets | 118.6 | ||||||
Goodwill | 120.5 | ||||||
Total purchase price | $ 239.1 | ||||||
Arysta | |||||||
Consideration | |||||||
Cash, net | $ 2,856.2 | ||||||
Equity instruments | 645.9 | ||||||
Note receivable settlement | 0 | ||||||
Total consideration | 3,502.1 | ||||||
Acquisition costs | 30.2 | ||||||
Identifiable assets acquired and liabilities assumed | |||||||
Accounts receivable - contractual | 738.9 | ||||||
- less uncollectible | (51.6) | ||||||
Accounts receivable - fair value | 687.3 | ||||||
Inventories | 298 | ||||||
Other current assets | 126.9 | ||||||
Property, plant and equipment | 123.6 | ||||||
Identifiable intangible assets | 1,773 | ||||||
Other assets | 41 | ||||||
Current liabilities | (581.2) | ||||||
Non-current deferred tax liability | (518.4) | ||||||
Other long-term liabilities | (120.4) | ||||||
Non-controlling interest | (125.2) | ||||||
Total identifiable net assets | 1,704.6 | ||||||
Goodwill | 1,797.5 | ||||||
Total purchase price | $ 3,502.1 |
Acquisitions of Businesses - 66
Acquisitions of Businesses - Purchase Price Allocation, Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Increase (decrease) in goodwill | $ 29.7 | $ 80.2 | |
Addition from acquisitions | 66.9 | $ 2,955.4 | |
OMG | |||
Business Acquisition [Line Items] | |||
Increase (decrease) in noncurrent deferred tax liabilities | 2.9 | ||
Increase (decrease) in other long-term liabilities | (2.6) | ||
Increase in accrued expenses | 2.5 | ||
Increase in environmental reserves | 1.5 | ||
Increase (decrease) in goodwill | (4.4) | ||
Alent | |||
Business Acquisition [Line Items] | |||
Increase (decrease) in noncurrent deferred tax liabilities | 6.5 | ||
Increase (decrease) in other long-term liabilities | 2.8 | ||
Increase (decrease) in goodwill | 12.7 | ||
Increase in environmental and asset retirement obligation reserves | 12.9 | ||
Increase in short-term assets held for sale | 4 | ||
Increase in investment assets | 2.7 | ||
Increase in noncurrent deferred tax asset | 3.2 | ||
OMG Malaysia | |||
Business Acquisition [Line Items] | |||
Increase (decrease) in noncurrent deferred tax liabilities | (3.8) | ||
Decrease in inventory | 0.8 | ||
Increase (decrease) in intangible assets | (15.1) | ||
Arysta | |||
Business Acquisition [Line Items] | |||
Increase (decrease) in noncurrent deferred tax liabilities | $ 25.7 | ||
Increase (decrease) in intangible assets | 134 | ||
Increase in noncontrolling interest | 101 | ||
Increase in property, plant and equipment | $ 13.6 | ||
OMG Malaysia, Alent, OMG and Arysta | |||
Business Acquisition [Line Items] | |||
Addition from acquisitions | 3,150 | ||
OMG Malaysia and OMG | |||
Business Acquisition [Line Items] | |||
Goodwill expected to be tax deductible | $ 101 |
Acquisitions of Businesses - Sc
Acquisitions of Businesses - Schedule of Identifiable Intangible Assets Recorded in Conjunction with Acquisitions (Details) - USD ($) $ in Millions | Jan. 31, 2016 | Dec. 01, 2015 | Oct. 28, 2015 | Feb. 13, 2015 | Jan. 31, 2016 |
Business Acquisition [Line Items] | |||||
Fair Value | $ 2,577.7 | ||||
Weighted average useful life (years) | 14 years 2 months 12 days | ||||
OMG Malaysia | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 43.9 | ||||
Weighted average useful life (years) | 14 years 3 months 18 days | ||||
Alent | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 682.9 | ||||
Weighted average useful life (years) | 13 years 2 months 12 days | ||||
Indefinite-lived trade names | $ 81.4 | ||||
OMG | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 77.9 | ||||
Weighted average useful life (years) | 19 years | ||||
Arysta | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 1,773 | ||||
Weighted average useful life (years) | 14 years 3 months 18 days | ||||
Customer lists | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 751.4 | ||||
Weighted average useful life (years) | 19 years 1 month 6 days | ||||
Customer lists | OMG Malaysia | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 41 | ||||
Weighted average useful life (years) | 15 years | ||||
Customer lists | Alent | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 391.4 | ||||
Weighted average useful life (years) | 14 years 8 months 12 days | ||||
Customer lists | OMG | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 49 | ||||
Weighted average useful life (years) | 24 years 3 months 18 days | ||||
Customer lists | Arysta | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 270 | ||||
Weighted average useful life (years) | 25 years | ||||
Developed technology | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 1,484.2 | ||||
Weighted average useful life (years) | 11 years 8 months 12 days | ||||
Developed technology | OMG Malaysia | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 2.9 | ||||
Weighted average useful life (years) | 5 years | ||||
Developed technology | Alent | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 203.3 | ||||
Weighted average useful life (years) | 10 years | ||||
Developed technology | OMG | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 28 | ||||
Weighted average useful life (years) | 10 years | ||||
Developed technology | Arysta | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 1,250 | ||||
Weighted average useful life (years) | 12 years | ||||
Tradenames | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 339.7 | ||||
Weighted average useful life (years) | 18 years 3 months 18 days | ||||
Tradenames | OMG Malaysia | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 0 | ||||
Tradenames | Alent | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 85.8 | ||||
Weighted average useful life (years) | 20 years | ||||
Tradenames | OMG | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 0.9 | ||||
Weighted average useful life (years) | 10 years | ||||
Tradenames | Arysta | |||||
Business Acquisition [Line Items] | |||||
Fair Value | $ 253 | ||||
In Process Research and Development | |||||
Business Acquisition [Line Items] | |||||
In process - research and development | $ 2.4 | ||||
In Process Research and Development | OMG Malaysia | |||||
Business Acquisition [Line Items] | |||||
In process - research and development | $ 0 | ||||
In Process Research and Development | Alent | |||||
Business Acquisition [Line Items] | |||||
In process - research and development | $ 2.4 | ||||
In Process Research and Development | OMG | |||||
Business Acquisition [Line Items] | |||||
In process - research and development | $ 0 | ||||
In Process Research and Development | Arysta | |||||
Business Acquisition [Line Items] | |||||
In process - research and development | $ 0 |
Acquisitions of Businesses - Un
Acquisitions of Businesses - Unaudited Pro Forma Net Sales and Net (Loss) Income Attributable to Stockholders (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Alent, OMG, Arysta | ||
Business Acquisition [Line Items] | ||
Pro forma net sales | $ 3,582.4 | $ 3,559.2 |
Pro forma net loss attributable to stockholders | $ (328.1) | (530.8) |
Agriphar, CAS | ||
Business Acquisition [Line Items] | ||
Pro forma net sales | 1,405.9 | |
Pro forma net loss attributable to stockholders | $ 46.4 |
Acquisitions of Businesses - 69
Acquisitions of Businesses - Unaudited Pro Forma Net Sales and Net (Loss) Income Attributable to Stockholders, Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Acquisition costs | $ 33.4 | $ 122.4 | $ 47.8 |
Alent, OMG, Arysta | |||
Business Acquisition [Line Items] | |||
Acquisition costs | $ 35.9 | ||
Agriphar And CAS | |||
Business Acquisition [Line Items] | |||
Acquisition costs | $ 29.8 |
Acquisitions of Businesses - Ot
Acquisitions of Businesses - Other (Details) - Undisclosed Name of Business $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | |
Total consideration | $ 30.5 |
Acquired debt | $ 0.4 |
Inventories - Schedule of Major
Inventories - Schedule of Major Components of Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 273.8 | $ 340.1 |
Work in process | 37.1 | 28.5 |
Raw materials and supplies | 135.9 | 148.9 |
Total inventory, net | 446.8 | 517.5 |
Non-current inventory, net | (30.4) | (32.9) |
Current inventory, net | $ 416.4 | $ 484.6 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cost of Sales | Various | Fair Value Adjustment to Inventory | |||
Inventory [Line Items] | |||
Fair value of assets | $ 11.7 | $ 76.5 | $ 35.5 |
Property, Plant and Equipment73
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 580.9 | $ 561.4 | |
Accumulated depreciation and amortization | (115.3) | (64.3) | |
Accumulated amortization of capital leases | (5.1) | (5.5) | |
Property, plant and equipment, net | 460.5 | 491.6 | |
Depreciation | 75 | 48.9 | $ 20.6 |
Land and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, excluding assets under capital lease | 101.5 | 107.9 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, excluding assets under capital lease | 141.8 | 143.8 | |
Machinery, equipment, fixtures and software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, excluding assets under capital lease | 290.5 | 276.8 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, excluding assets under capital lease | 36.7 | 21.4 | |
Land and buildings | |||
Property, Plant and Equipment [Line Items] | |||
Assets under capital lease | 7.7 | 6.4 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Assets under capital lease | $ 2.7 | $ 5.1 |
Goodwill and Intangible Asset74
Goodwill and Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | |||
Goodwill Balance | $ 4,021,900,000 | $ 1,405,300,000 | |
Addition from acquisitions | 66,900,000 | 2,955,400,000 | |
Purchase accounting adjustments | 29,700,000 | 80,200,000 | |
Impairment write-off | (46,600,000) | 0 | $ 0 |
Foreign currency translation | 91,900,000 | (419,000,000) | |
Other | 15,100,000 | ||
Goodwill Balance | 4,178,900,000 | 4,021,900,000 | 1,405,300,000 |
Goodwill accumulated impairment loss | 46,600,000 | ||
Performance Solutions | |||
Goodwill [Roll Forward] | |||
Goodwill Balance | 2,147,200,000 | 961,200,000 | |
Addition from acquisitions | 66,900,000 | 1,258,300,000 | |
Purchase accounting adjustments | 29,700,000 | 0 | |
Foreign currency translation | (64,800,000) | (72,300,000) | |
Other | 0 | ||
Goodwill Balance | 2,132,400,000 | 2,147,200,000 | 961,200,000 |
Agricultural Solutions | |||
Goodwill [Roll Forward] | |||
Goodwill Balance | 1,874,700,000 | 444,100,000 | |
Addition from acquisitions | 0 | 1,697,100,000 | |
Purchase accounting adjustments | 0 | 80,200,000 | |
Impairment write-off | 0 | ||
Foreign currency translation | 156,700,000 | (346,700,000) | |
Other | 15,100,000 | ||
Goodwill Balance | $ 2,046,500,000 | $ 1,874,700,000 | $ 444,100,000 |
Goodwill and Intangible Asset75
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 01, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment | $ 46,600,000 | $ 0 | $ 0 | |
Long-term growth rate | 8 years | |||
Goodwill | $ 4,178,900,000 | 4,021,900,000 | 1,405,300,000 | |
Amortization of intangible assets | 267,000,000 | 202,000,000 | 67,400,000 | |
Tradenames | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets other than goodwill | 377,000,000 | 360,000,000 | ||
Agricultural Solutions | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment | 0 | |||
Goodwill | 2,046,500,000 | 1,874,700,000 | 444,100,000 | |
Performance Solutions | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 2,132,400,000 | $ 2,147,200,000 | $ 961,200,000 | |
Minimum | Performance Solutions | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Discount rate | 9.00% | |||
Annual revenue growth rates | 2.00% | |||
Maximum | Performance Solutions | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Discount rate | 10.00% | |||
Annual revenue growth rates | 6.50% | |||
Agro Business | Agricultural Solutions | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Long-term growth rate | 8 years | |||
Excess of the fair value of reporting units over carrying values | 21.70% | 16.10% | ||
Goodwill | $ 2,080,000,000 | $ 1,870,000,000 | ||
Annual revenue growth rates | 3.00% | 3.00% | ||
Agro Business | Agricultural Solutions | Weighted Average Cost Of Capital, WACC | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Discount rate | 9.00% | 10.00% | ||
Agro Business | Minimum | Agricultural Solutions | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Annual revenue growth rates | 0.60% | 1.30% | ||
Agro Business | Maximum | Agricultural Solutions | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Annual revenue growth rates | 5.70% | 7.20% |
Goodwill and Intangible Asset76
Goodwill and Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life (years) | 14 years | |
Gross Carrying Amount | $ 3,295 | $ 3,584.2 |
Accumulated Amortization and Foreign Exchange | (438.7) | (630.3) |
Net Book Value | $ 2,856.3 | 2,953.9 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life (years) | 18 years | |
Gross Carrying Amount | $ 1,245.9 | 1,297.2 |
Accumulated Amortization and Foreign Exchange | (174.5) | (184) |
Net Book Value | $ 1,071.4 | 1,113.2 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life (years) | 11 years 7 months 6 days | |
Gross Carrying Amount | $ 2,022.1 | 2,260.9 |
Accumulated Amortization and Foreign Exchange | (254.9) | (440.4) |
Net Book Value | $ 1,767.2 | 1,820.5 |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life (years) | 7 years 8 months 12 days | |
Gross Carrying Amount | $ 25.1 | 24.2 |
Accumulated Amortization and Foreign Exchange | (8.2) | (5.4) |
Net Book Value | $ 16.9 | 18.8 |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful life (years) | 5 years | |
Gross Carrying Amount | $ 1.9 | 1.9 |
Accumulated Amortization and Foreign Exchange | (1.1) | (0.5) |
Net Book Value | $ 0.8 | $ 1.4 |
Goodwill and Intangible Asset77
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) $ in Millions | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 266.7 |
2,018 | 266.5 |
2,019 | 266.4 |
2,020 | 261.7 |
2,021 | $ 253.5 |
Long-term Compensation Plans -
Long-term Compensation Plans - Narrative (Details) - shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
The 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares of common stock that may be subject to grant awards (in shares) | 15,500,000 | |||
Awards granted (in shares) | 373,434 | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted (in shares) | 1,754,868 | 453,260 | 151,352 | |
Awards outstanding (in shares) | 2,117,493 | 501,634 | ||
RSUs | The 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards outstanding (in shares) | 2,828,003 |
Long-term Compensation Plans 79
Long-term Compensation Plans - Activity in Payment Awards (Details) | 12 Months Ended |
Dec. 31, 2016shares | |
Total | |
Beginning balance (in shares) | 1,006,436 |
Granted (in shares) | 2,145,066 |
Exercised (in shares) | (7,642) |
Forfeited (in shares) | (140,857) |
Ending balance (in shares) | 3,003,003 |
Stock Options | |
Beginning balance (in shares) | 175,000 |
Granted (in shares) | 390,198 |
Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 565,198 |
RSUs | |
Equity Classified | |
Beginning balance (in shares) | 501,634 |
Granted (in shares) | 1,754,868 |
Exercised (in shares) | (7,642) |
Forfeited (in shares) | (131,367) |
Ending balance (in shares) | 2,117,493 |
Liability Classified | |
Outstanding, beginning balance (in shares) | 329,802 |
Forfeited (in shares) | (9,490) |
Outstanding, ending balance (in shares) | 320,312 |
Long-term Compensation Plans 80
Long-term Compensation Plans - Equity Classified Share Based Payments (Details) - RSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 1,754,868 | 453,260 | 151,352 |
Weighted average grant date fair value (in dollars per share) | $ 10.85 | $ 24.55 | $ 26.13 |
Weighted average vesting period | 33 months 24 days | 54 months 18 days | 42 months 15 days |
Long-term Compensation Plans 81
Long-term Compensation Plans - Schedule Equity Classified Share Based Payment RSUs (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 2,117,493 | 501,634 |
Expected to vest (in shares) | 1,985,776 | |
Weighted average service period (years) | 26 months 15 days | |
Potential additional awards (in shares) | 1,619,976 | |
Service-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 782,566 | |
Expected to vest (in shares) | 782,566 | |
Weighted average service period (years) | 23 months 15 days | |
Potential additional awards (in shares) | 0 | |
Performance-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 717,917 | |
Expected to vest (in shares) | 586,200 | |
Weighted average service period (years) | 25 months 27 days | |
Potential additional awards (in shares) | 437,867 | |
Market-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 617,010 | |
Expected to vest (in shares) | 617,010 | |
Weighted average service period (years) | 30 months 27 days | |
Potential additional awards (in shares) | 1,182,109 |
Long-term Compensation Plans 82
Long-term Compensation Plans - Equity Classified Share Based Payments Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
The 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares of common stock that may be subject to grant awards (in shares) | 15,500,000 | |||
Performance Restricted Stock Units (RSUs) | The 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares of common stock that may be subject to grant awards (in shares) | 166,667 | |||
Performance Restricted Stock Units (RSUs) | The 2013 Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share multiplier (as a percent) | 0.00% | |||
Performance Restricted Stock Units (RSUs) | The 2013 Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share multiplier (as a percent) | 100.00% | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 17.5 | |||
RSUs | The 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity compensation expense | $ 6.5 | $ 0.8 | $ 0.8 |
Long-term Compensation Plans 83
Long-term Compensation Plans - Liability Classified Share Based Payments (Details) - The 2013 Plan - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 373,434 | ||
Restricted Stock Units Granted March 2014 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 329,823 | ||
RSUs, liability classified, outstanding (in shares) | 320,312 | ||
Combined undiscounted maximum cash value of all RSUs | $ 6 | ||
Compensation expense amortization period | 4 years | ||
Equity compensation expense (income) | $ 0.4 | $ (0.1) | $ 0.6 |
Long-term Compensation Plans 84
Long-term Compensation Plans - Stock Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options (in shares) | 390,198 | ||
Options outstanding (in shares) | 565,198 | 175,000 | |
Employee Stock Option | The 2013 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options (in shares) | 390,198 | ||
Weighted average strike price (in dollars per share) | $ 8.05 | ||
Weighted average grant date fair value (in dollars per share) | $ 4.35 | ||
Vesting period | 3 years | ||
Award expiration period | 10 years | ||
Options outstanding (in shares) | 175,000 | ||
Weighted average exercise price of outstanding options (in dollars per share) | $ 11.50 | ||
Nonvested options (in shares) | 390,198 | ||
Aggregate intrinsic value of nonvested options | $ 700,000 | ||
Equity compensation expense | 500,000 | $ 0 | $ 0 |
Unrecognized compensation costs, options | $ 1,300,000 |
Long-term Compensation Plans 85
Long-term Compensation Plans - Stock Options Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Jan. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value price (in dollars per share) | $ 0.01 | |
Employee Stock Option | The 2013 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected term | 6 years | |
Expected volatility | 53.00% | |
Expected dividend rate | 0.00% | |
Employee Stock Option | The 2013 Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free rate (as a percent) | 1.52% | |
Fair value price (in dollars per share) | $ 4.32 | |
Employee Stock Option | The 2013 Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free rate (as a percent) | 1.56% | |
Fair value price (in dollars per share) | $ 4.81 |
Long-term Compensation Plans 86
Long-term Compensation Plans - Long Term Cash Bonus Plan (Details) - Deferred Bonus - Long Term Cash Bonus Plan (LTCB) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allotted bonus total amount | $ 9.8 | |
Decrease in long-term cash bonus | 5.5 | |
Equity compensation expense | $ (0.1) | $ 0.1 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 36 months | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 62 months 15 days |
Long-term Compensation Plans 87
Long-term Compensation Plans - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)personshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum approved shares of common stock for ESPP (in shares) | 5,178,815 | ||
Total number of shares issued under ESPP (in shares) | 191,560 | ||
Persons eligible to participate | person | 1,100 | ||
Equity compensation expense | $ | $ 0.4 | $ 0.1 | $ 0 |
Pension, Post-Retirement and 88
Pension, Post-Retirement and Post-Employment Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
SERP | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic (benefit) cost | $ (4.1) | $ 1 | $ 2.1 |
Pension, Post-Retirement and 89
Pension, Post-Retirement and Post-Employment Plans - Domestic Defined Benefit Pension Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Long Term Growth | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Plan investment mix | 70.00% | |||
Near Term Benefit Payments | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Plan investment mix | 30.00% | |||
Equity Securities | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Weighted average asset allocation | 21.00% | |||
Limited Partnership Interests and Managed Equity Funds | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Weighted average asset allocation | 35.00% | 40.00% | ||
Collective Investment Funds (CIFs) | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Weighted average asset allocation | 20.00% | 21.00% | ||
Bond Mutual Fund Holdings | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Weighted average asset allocation | 19.00% | 18.00% | ||
Cash | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Weighted average asset allocation | 5.00% | 4.00% | ||
Equity Funds | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Weighted average asset allocation | 17.00% | |||
Pension Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Projected benefit obligation | $ 206 | $ 217 | ||
Domestic | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Projected benefit obligation | 213.5 | 230.5 | $ 157.6 | $ 137.4 |
Plan settlements | $ 22.9 | $ 0 | $ 0 |
Pension, Post-Retirement and 90
Pension, Post-Retirement and Post-Employment Plans - Supplemental Executive Retirement Plans (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
SERP | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 7.9 | $ 13.5 |
Pension, Post-Retirement and 91
Pension, Post-Retirement and Post-Employment Plans - Foreign Pension Plans (Details) £ in Millions, $ in Millions | Oct. 13, 2014GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Foreign | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Projected benefit obligation | $ 3.1 | $ 1.4 | $ 0.3 | $ 0.3 | |
Net actuarial gain (loss) | 1.1 | (0.2) | $ 0 | ||
Other Current Liabilities | Foreign | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Projected benefit obligation | $ 5.1 | $ 6.1 | |||
Cash | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Weighted average asset allocation | 5.00% | 4.00% | |||
UK Pension Plan | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Benefit plan obligation transferred (in pounds) | £ | £ 49.7 | ||||
Projected benefit obligation | $ 72 | $ 85.8 | |||
Net actuarial gain (loss) | $ 10 | ||||
UK Pension Plan | Insurance Buy-In Policy | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Weighted average asset allocation | 92.00% | 90.00% | |||
UK Pension Plan | Bond Funds | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Weighted average asset allocation | 6.00% | 9.00% | |||
UK Pension Plan | Cash | |||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||
Weighted average asset allocation | 2.00% | 1.00% |
Pension, Post-Retirement and 92
Pension, Post-Retirement and Post-Employment Plans - Domestic Defined Benefit Post-Retirement Medical and Dental Plan (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Post-retirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Benefit obligation percent to retirees | 31.00% |
Benefit obligation percent to eligible active participants | 42.00% |
Benefit obligation percent to other active participants | 27.00% |
Maximum | Post-retirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Post-retirement medical benefits limits | 4.00% |
Minimum | Post-retirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Post-retirement medical benefits limits | 2.00% |
Medical and Dental Plan | Maximum | |
Defined Benefit Plan Disclosure [Line Items] | |
Age of retiree | 55 years |
Years of service | 20 years |
Medical and Dental Plan | Minimum | |
Defined Benefit Plan Disclosure [Line Items] | |
Years of service | 10 years |
Retiring Prior To March 31, 1989 | |
Defined Benefit Plan Disclosure [Line Items] | |
Post-retirement medical benefits limits | 5.00% |
Retiring After April 1, 1989 | |
Defined Benefit Plan Disclosure [Line Items] | |
Post-retirement medical benefits limits | 3.00% |
Pension, Post-Retirement and 93
Pension, Post-Retirement and Post-Employment Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Domestic | |||
Net periodic benefit expense: | |||
Service cost | $ 0 | $ 0 | $ 0 |
Interest cost | 10.1 | 6.8 | 6.9 |
Plan curtailment | 0 | 0 | 0 |
Plan settlements | 22.9 | 0 | 0 |
Domestic | Pension & SERP Benefits | |||
Net periodic benefit expense: | |||
Service cost | 0 | 0 | 0 |
Interest cost | 10.1 | 6.8 | 6.9 |
Expected return on plan assets | (11.6) | (9.9) | (9.7) |
Amortization of prior service cost | 0 | 0 | 0 |
Amortization of actuarial net loss | 0 | 0 | 0 |
Plan curtailment | 0 | 0 | 0 |
Plan settlements | 1.7 | 0 | 0 |
Net periodic cost (benefit) | 0.2 | (3.1) | (2.8) |
Foreign | |||
Net periodic benefit expense: | |||
Service cost | 1.8 | 1.4 | 0.8 |
Interest cost | 3.1 | 2.8 | 3 |
Plan curtailment | 0.1 | 0 | 0 |
Plan settlements | 2.5 | 0 | 0.5 |
Foreign | Pension & SERP Benefits | |||
Net periodic benefit expense: | |||
Service cost | 1.8 | 1.4 | 0.8 |
Interest cost | 3.1 | 2.8 | 3 |
Expected return on plan assets | (2.6) | (2.7) | (3.5) |
Amortization of prior service cost | 0.6 | 0 | 0 |
Amortization of actuarial net loss | 0.2 | 0 | 0 |
Plan curtailment | (0.1) | 0 | 0 |
Plan settlements | 0.2 | 0 | 0 |
Net periodic cost (benefit) | $ 3.2 | $ 1.5 | $ 0.3 |
Pension, Post-Retirement and 94
Pension, Post-Retirement and Post-Employment Plans - Components of Net Periodic Benefit Cost of Postretirement Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Domestic | |||
Net periodic benefit expense: | |||
Service cost | $ 0 | $ 0 | $ 0 |
Interest cost on the projected benefit obligation | 10.1 | 6.8 | 6.9 |
Domestic | Post-Retirement Benefits | |||
Net periodic benefit expense: | |||
Service cost | 0 | 0.1 | 0.1 |
Interest cost on the projected benefit obligation | 0.4 | 0.3 | 0.3 |
Net periodic cost (benefit) | 0.4 | 0.4 | 0.4 |
Foreign | |||
Net periodic benefit expense: | |||
Service cost | 1.8 | 1.4 | 0.8 |
Interest cost on the projected benefit obligation | 3.1 | 2.8 | 3 |
Foreign | Post-Retirement Benefits | |||
Net periodic benefit expense: | |||
Service cost | 0.1 | 0.1 | 0 |
Interest cost on the projected benefit obligation | 0.2 | 0.1 | 0 |
Net periodic cost (benefit) | $ 0.3 | $ 0.2 | $ 0 |
Pension, Post-Retirement and 95
Pension, Post-Retirement and Post-Employment Plans - Key Assumptions Used to Determine Net Periodic Benefit Expense (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Domestic | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 4.60% | 4.20% | 5.20% |
Rate of compensation increase | 3.50% | 3.50% | 4.00% |
Long-term rate of return on assets | 6.50% | 7.40% | 7.80% |
Foreign | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 2.80% | 2.50% | 4.20% |
Rate of compensation increase | 3.30% | 2.90% | 3.40% |
Long-term rate of return on assets | 2.90% | 2.50% | 4.20% |
Domestic | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 4.40% | 4.20% | 5.10% |
Foreign | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 14.00% | 14.50% | 12.40% |
Pension, Post-Retirement and 96
Pension, Post-Retirement and Post-Employment Plans - Changes in Funded Status of Pension and SERP Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Change in Fair Value of Plan Assets: | |||
Beginning Balance | $ 278.2 | ||
Ending Balance | 261.6 | $ 278.2 | |
Domestic | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 230.5 | 157.6 | $ 137.4 |
Additions | 0 | 0 | |
Acquisitions | 0 | 82.6 | 0 |
Service cost | 0 | 0 | 0 |
Plan amendments | 0 | 0 | 0 |
Interest cost | 10.1 | 6.8 | 6.9 |
Plan curtailment | 0 | 0 | 0 |
Actuarial loss (gain) due to assumption change | 0 | (11.4) | 18.1 |
Actuarial loss (gain) due to plan experience | 5 | (0.1) | (0.6) |
Benefits and expenses paid | (9.2) | (5) | (4.2) |
Settlement | (22.9) | 0 | 0 |
Foreign currency translation | 0 | 0 | 0 |
End of period balance | 213.5 | 230.5 | 157.6 |
Change in Fair Value of Plan Assets: | |||
Beginning Balance | 184.5 | 134 | 127 |
Acquisitions | 0 | 62.5 | 0 |
Actual return on plan assets, net of expenses | 17.9 | (7) | 11.2 |
Employer contributions | 6.2 | 0 | 0 |
Benefits paid | (9.1) | (5) | (4.2) |
Settlement | (22.9) | 0 | 0 |
Foreign currency translation | 0 | 0 | 0 |
Ending Balance | 176.6 | 184.5 | 134 |
Funded status of plan | (36.9) | (46) | (23.6) |
Foreign | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 112.7 | 88.3 | 73.1 |
Additions | 2.7 | 0 | 0 |
Acquisitions | 0 | 22.6 | 0 |
Service cost | 1.8 | 1.4 | 0.8 |
Plan amendments | (6.9) | 8.9 | 0 |
Interest cost | 3.1 | 2.8 | 3 |
Plan curtailment | (0.1) | 0 | 0 |
Actuarial loss (gain) due to assumption change | 14.5 | 0.3 | 20.2 |
Actuarial loss (gain) due to plan experience | (2.1) | 1.1 | 1.6 |
Benefits and expenses paid | (6.6) | (6.6) | (4.3) |
Settlement | (2.5) | 0 | (0.5) |
Foreign currency translation | (13.6) | (6.1) | (5.6) |
End of period balance | 103 | 112.7 | 88.3 |
Change in Fair Value of Plan Assets: | |||
Beginning Balance | 93.7 | 94.5 | 88.1 |
Acquisitions | 0 | 8.1 | 0 |
Actual return on plan assets, net of expenses | 11.3 | 3.1 | 16 |
Employer contributions | 2.5 | 0.5 | 0.2 |
Benefits paid | (6.6) | (6.6) | (3.5) |
Settlement | (2.5) | 0 | (0.5) |
Foreign currency translation | (13.4) | (5.9) | (5.8) |
Ending Balance | 85 | 93.7 | 94.5 |
Funded status of plan | $ (18) | $ (19) | $ 6.2 |
Pension, Post-Retirement and 97
Pension, Post-Retirement and Post-Employment Plans - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Compensation and Retirement Disclosure [Abstract] | ||
Aggregate accumulated benefit obligation | $ 300 | $ 327 |
Accumulated benefit obligations in excess of plan assets | 228 | 327 |
Fair value of plan assets after NAV | $ 186 | |
Accumulated benefit obligations in excess of plan assets, fair value | $ 278 |
Pension, Post-Retirement and 98
Pension, Post-Retirement and Post-Employment Plans - Changes in Post-retirement Medical Benefit Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Domestic | |||
Change in Accumulated Postretirement Benefit: | |||
Beginning of period balance | $ 9.4 | $ 7.4 | $ 6.8 |
Acquisitions | 0 | 2.3 | 0 |
Service cost | 0.1 | 0 | 0.1 |
Interest cost | 0.4 | 0.3 | 0.3 |
Employee contributions | 0.3 | 0.2 | 0 |
Actuarial loss (gain) due to assumption change | 0 | (0.5) | 0.5 |
Actuarial loss (gain) due to plan experience | 0.2 | 0.3 | 0 |
Other | 0 | 0 | 0 |
Benefits and expenses paid | (0.8) | (0.6) | (0.3) |
End of period balance | 9.6 | 9.4 | 7.4 |
Foreign | |||
Change in Accumulated Postretirement Benefit: | |||
Beginning of period balance | 1.4 | 0.3 | 0.3 |
Acquisitions | 0 | 1.5 | 0 |
Service cost | 0.1 | 0.1 | 0 |
Interest cost | 0.2 | 0.2 | 0 |
Employee contributions | 0 | 0 | 0 |
Actuarial loss (gain) due to assumption change | 0.5 | (0.2) | 0 |
Actuarial loss (gain) due to plan experience | 0.6 | (0.1) | 0 |
Other | 0.4 | (0.3) | 0 |
Benefits and expenses paid | (0.1) | (0.1) | 0 |
End of period balance | $ 3.1 | $ 1.4 | $ 0.3 |
Pension, Post-Retirement and 99
Pension, Post-Retirement and Post-Employment Plans - Amounts Included in Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid pension assets | ||
Total included in other assets | $ 4 | $ 0 |
Other current liabilities | ||
Total included in accrued expenses and other current liabilities | 2.1 | 8 |
Retirement benefits, less current portion | ||
Total included in long-term retirement benefits, less current portion | 69.5 | 67.8 |
Foreign pension | ||
Prepaid pension assets | ||
Total included in other assets | 4 | 0 |
Other current liabilities | ||
Total included in accrued expenses and other current liabilities | 0.6 | 0.6 |
Retirement benefits, less current portion | ||
Total included in long-term retirement benefits, less current portion | 21.4 | 18.4 |
Domestic | ||
Other current liabilities | ||
Total included in accrued expenses and other current liabilities | 0.7 | 6.7 |
Retirement benefits, less current portion | ||
Total included in long-term retirement benefits, less current portion | 36.2 | 39.3 |
Domestic post-retirement medical benefits | ||
Other current liabilities | ||
Total included in accrued expenses and other current liabilities | 0.6 | 0.6 |
Retirement benefits, less current portion | ||
Total included in long-term retirement benefits, less current portion | 9 | 8.8 |
Foreign post-retirement medical benefits | ||
Other current liabilities | ||
Total included in accrued expenses and other current liabilities | 0.2 | 0.1 |
Retirement benefits, less current portion | ||
Total included in long-term retirement benefits, less current portion | $ 2.9 | $ 1.3 |
Pension, Post-Retirement and100
Pension, Post-Retirement and Post-Employment Plans - Key Assumptions Used to Determine Benefit Obligations (Details) | Dec. 31, 2016 | Dec. 31, 2015 |
Domestic | Pension & SERP Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 4.20% | 4.60% |
Rate of compensation increase | 3.50% | 3.50% |
Foreign | Pension & SERP Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 2.30% | 2.80% |
Rate of compensation increase | 3.00% | 3.40% |
Domestic | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 4.20% | 4.40% |
Foreign | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 12.20% | 14.00% |
Pension, Post-Retirement and101
Pension, Post-Retirement and Post-Employment Plans - Amounts Recognized in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pension & SERP Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Future amortization of prior service cost (credit) | $ 0 | ||
Domestic | Pension & SERP Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net actuarial (loss) gain | (12.8) | $ (15.8) | $ (10.4) |
Prior service (costs) credits | (0.1) | 0 | 0 |
Total | (12.9) | (15.8) | (10.4) |
Foreign | Pension & SERP Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net actuarial (loss) gain | (12.3) | (10.5) | (10.1) |
Prior service (costs) credits | (0.3) | (8.5) | 0 |
Total | (12.6) | (19) | (10.1) |
Domestic | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net actuarial (loss) gain | (0.6) | (0.4) | (0.6) |
Foreign | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net actuarial (loss) gain | $ (1.1) | $ 0.2 | $ 0 |
Pension, Post-Retirement and102
Pension, Post-Retirement and Post-Employment Plans - Fair Value of Plan Assets by Asset Category (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | $ 159.7 | $ 158.6 |
Assets using NAV as a practical expedient | 101.9 | 119.6 |
Total | 261.6 | 278.2 |
Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 78.3 | 70.7 |
Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 11.2 | 10.7 |
Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 70.2 | 77.2 |
Domestic equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 31.1 | 26.3 |
Domestic equities | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 31.1 | 26.3 |
Domestic equities | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Domestic equities | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Foreign equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0.3 | |
Foreign equities | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0.3 | |
Foreign equities | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | |
Foreign equities | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | |
Mutual funds holding domestic securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 5.5 | 4.9 |
Mutual funds holding domestic securities | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 5.5 | 4.9 |
Mutual funds holding domestic securities | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Mutual funds holding domestic securities | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
U.S. Treasuries | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 4.9 | 5 |
U.S. Treasuries | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
U.S. Treasuries | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 4.9 | 5 |
U.S. Treasuries | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Mutual funds holding U.S. Treasury Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 12 | 11.9 |
Mutual funds holding U.S. Treasury Securities | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 12 | 11.9 |
Mutual funds holding U.S. Treasury Securities | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Mutual funds holding U.S. Treasury Securities | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Mutual funds holding fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 14.6 | 16.1 |
Mutual funds holding fixed income securities | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 14.6 | 16.1 |
Mutual funds holding fixed income securities | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Mutual funds holding fixed income securities | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Insurance Buy-In Policy | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 70.2 | 77.2 |
Insurance Buy-In Policy | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Insurance Buy-In Policy | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Insurance Buy-In Policy | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 70.2 | 77.2 |
Foreign public bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 5.1 | 2.9 |
Foreign public bonds | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Foreign public bonds | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 5.1 | 2.9 |
Foreign public bonds | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Corporate bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 1.2 | 1.5 |
Corporate bonds | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Corporate bonds | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 1.2 | 1.5 |
Corporate bonds | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Designated benefit fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 1.3 | |
Designated benefit fund | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | |
Designated benefit fund | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 1.3 | |
Designated benefit fund | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 15.1 | 11.2 |
Cash and cash equivalents | Quoted prices in active markets (Level 1) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 15.1 | 11.2 |
Cash and cash equivalents | Significant other observable inputs (Level 2) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 0 |
Cash and cash equivalents | Significant unobservable inputs (Level 3) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | $ 0 | $ 0 |
Pension, Post-Retirement and103
Pension, Post-Retirement and Post-Employment Plans - Change In Fair Value of Plan Assets level 3 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 70,700,000 | $ 63,900,000 |
Changes in fair value | 10,100,000 | 6,800,000 |
Purchases, sales and settlements | (515,000,000) | 0 |
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 |
Ending balance | 75,800,000 | 70,700,000 |
Insurance Buy-In Policy | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 77,200,000 | 83,200,000 |
Changes in fair value | (7,000,000) | (6,000,000) |
Purchases, sales and settlements | 0 | 0 |
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 |
Ending balance | $ 70,200,000 | $ 77,200,000 |
Pension, Post-Retirement and104
Pension, Post-Retirement and Post-Employment Plans - Expected Future Benefit Payments (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,017 | $ 18.5 |
2,018 | 13.5 |
2,019 | 14.5 |
2,020 | 14.5 |
2,021 | 14.7 |
Subsequent five years | 77.9 |
Total | 153.6 |
Company's expected future contribution to the plan | 2.9 |
Domestic | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,017 | 12.1 |
2,018 | 11.2 |
2,019 | 12.1 |
2,020 | 12 |
2,021 | 12.1 |
Subsequent five years | 64.1 |
Total | 123.6 |
Foreign | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,017 | 5.7 |
2,018 | 1.5 |
2,019 | 1.6 |
2,020 | 1.7 |
2,021 | 1.8 |
Subsequent five years | 9.8 |
Total | 22.1 |
Post-retirement Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,017 | 0.7 |
2,018 | 0.8 |
2,019 | 0.8 |
2,020 | 0.8 |
2,021 | 0.8 |
Subsequent five years | 4 |
Total | $ 7.9 |
Income Taxes - Losses Before In
Income Taxes - Losses Before Income Taxes and Non-Controlling Interests (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Examination [Line Items] | |||
Total | $ (48.1) | $ (229.3) | $ (30.9) |
Domestic | |||
Income Tax Examination [Line Items] | |||
Total | (229.1) | (290.8) | (103.9) |
Foreign | |||
Income Tax Examination [Line Items] | |||
Total | $ 181 | $ 61.5 | $ 73 |
Income Taxes - Income Tax (Bene
Income Taxes - Income Tax (Benefit) Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
U.S.: | |||
Federal | $ 0.1 | $ 0.7 | $ (0.6) |
State and local | 0.4 | (0.2) | 0.4 |
Foreign | 85.5 | 120.1 | 36.7 |
Total current | 86 | 120.6 | 36.5 |
U.S.: | |||
Federal | 1.9 | 6.4 | (18.3) |
State and local | (0.2) | (5.2) | 0.4 |
Foreign | (59.1) | (46.7) | (25.3) |
Total deferred | (57.4) | (45.5) | (43.2) |
Income tax expense (benefit) | $ 28.6 | $ 75.1 | $ (6.7) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Examination [Line Items] | |||||
Undistributed earnings of foreign subsidiaries | $ 337 | $ 337 | $ 390 | ||
Provision for tax on undistributed foreign earnings | 29.7 | (26.8) | (5) | $ 3.7 | |
Valuation allowance | 363.2 | 363.2 | 303.8 | ||
Increase in valuation allowance | (59.4) | (284.1) | |||
State operating loss carry forward | 380 | 380 | |||
State tax credits | 777 | 777 | |||
Foreign operating loss carry forward | 697 | 697 | |||
Deferred tax asset | 589.9 | 589.9 | 570.1 | ||
Valuation allowance on foreign tax credit carryovers | 24.2 | 24.2 | |||
Research and development credits | 16.7 | 16.7 | |||
Alternative minimum tax credits | 1.8 | 1.8 | |||
State tax credits (net of federal tax) | 3.5 | $ 3.5 | |||
Tax carry-forward period | 10 years | ||||
Unrecognized tax benefit | 128.3 | $ 128.3 | 112.2 | 27.7 | $ 25.6 |
Reduction in effective tax rate | 40.1 | 40.1 | |||
Total unrecognized benefits expected to revers within the next twelve months | 11.4 | 11.4 | |||
Interest and penalties related to unrecognized tax benefits | (5.5) | 4.9 | $ 1 | ||
Accrued interest and penalties related to unrecognized tax benefits | 13.3 | 13.3 | 17.5 | ||
Domestic | |||||
Income Tax Examination [Line Items] | |||||
Provision for tax on undistributed foreign earnings | 4.8 | ||||
Net deferred tax assets | 133 | 133 | |||
State and Local Jurisdiction | |||||
Income Tax Examination [Line Items] | |||||
Deferred tax asset | 37.7 | 37.7 | |||
Foreign | |||||
Income Tax Examination [Line Items] | |||||
Provision for tax on undistributed foreign earnings | 24.9 | ||||
Deferred tax asset | 189 | 189 | |||
Foreign Net Operating Loss Carry Forwards | |||||
Income Tax Examination [Line Items] | |||||
Valuation allowance | $ 161 | 161 | |||
Deferred Tax Asset, Valuation Allowance Overstatement | |||||
Income Tax Examination [Line Items] | |||||
Quantifying misstatement | 99.8 | ||||
Valuation Allowance of Deferred Tax Assets | |||||
Income Tax Examination [Line Items] | |||||
Charges to costs and expense | (68.4) | (72.6) | |||
Other adjustments to valuation allowance | $ 9 | $ (211.5) |
Income Taxes - Income Tax (B108
Income Taxes - Income Tax (Benefit) Expense Rate Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | ||||
U.S. federal statutory tax rate | 35.00% | 35.00% | 35.00% | |
Taxes computed at U.S. statutory rate | $ (16.8) | $ (80.3) | $ (10.8) | |
State income taxes, net of federal benefit | 0.1 | (3.6) | 0.8 | |
Net change in reserve | (24.1) | 27.5 | 1.5 | |
Change in valuation allowances | 68.4 | 72.6 | 0.2 | |
Provision for tax on undistributed foreign earnings | $ (29.7) | 26.8 | 5 | (3.7) |
Change of tax rate | 11.8 | (1) | (0.5) | |
Impact of transaction costs | (24.5) | 40.5 | 6.5 | |
Purchase price contingency | 1.3 | 0.4 | 6.6 | |
Settlement of Series B Convertible Preferred Stock | (34.3) | 0 | 0 | |
Goodwill impairment | 6.2 | 0 | 0 | |
Other, net | 1.9 | 8.2 | 0.4 | |
Income tax expense (benefit) | $ 28.6 | $ 75.1 | $ (6.7) | |
Effective tax rate | (59.50%) | (32.80%) | 21.70% | |
Foreign | ||||
Income Taxes [Line Items] | ||||
Tax on foreign operations | $ (17.2) | $ (25.3) | $ (12.5) | |
Provision for tax on undistributed foreign earnings | (24.9) | |||
Domestic | ||||
Income Taxes [Line Items] | ||||
Tax on foreign operations | $ 29 | $ 31.1 | $ 4.8 | |
Provision for tax on undistributed foreign earnings | $ (4.8) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Accounts receivable | $ 10.4 | $ 8.9 |
Inventory | 9.3 | 6.6 |
Accrued liabilities | 45.6 | 34.8 |
Employee benefits | 43.6 | 27.5 |
Research and development costs | 15.2 | 11.8 |
Tax credits | 46.2 | 49.3 |
Net operating losses | 359.7 | 332.3 |
Goodwill | 16.4 | 26.8 |
Financing activities | 4.5 | 30.7 |
Other | 39 | 41.4 |
Total deferred tax assets | 589.9 | 570.1 |
Valuation allowance | (363.2) | (303.8) |
Total gross deferred tax assets | 226.7 | 266.3 |
Deferred tax liabilities: | ||
Plant and equipment | 37 | 38.6 |
Intangibles | 796.9 | 867.1 |
Undistributed foreign earnings | 36.8 | 7.1 |
Other | 0.4 | 2.9 |
Total gross deferred tax liabilities | 871.1 | 915.7 |
Net deferred tax liability | $ 644.4 | $ 649.4 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 112.2 | $ 27.7 | $ 25.6 |
Additions based on current year tax positions | 76.2 | 20.7 | 1.7 |
Additions based upon prior year tax positions (including acquired uncertain tax positions) | 1.7 | 72.2 | 7.4 |
Reductions due to closed statutes | (9.9) | (2.9) | (6.7) |
Reductions for prior period positions | (51.9) | 0 | 0 |
Reductions for settlements and payments | 0 | (5.5) | (0.3) |
Unrecognized tax benefits, ending balance | $ 128.3 | $ 112.2 | $ 27.7 |
Income Taxes - Tax Years Subjec
Income Taxes - Tax Years Subject To Examination By The Major Tax Jurisdiction Indicated (Details) - Earliest Tax Year | 12 Months Ended |
Dec. 31, 2016 | |
Belgium | |
Income Tax Examination [Line Items] | |
Open Years | 2,009 |
Brazil | |
Income Tax Examination [Line Items] | |
Open Years | 2,010 |
China | |
Income Tax Examination [Line Items] | |
Open Years | 2,010 |
France | |
Income Tax Examination [Line Items] | |
Open Years | 2,010 |
Japan | |
Income Tax Examination [Line Items] | |
Open Years | 2,011 |
Mexico | |
Income Tax Examination [Line Items] | |
Open Years | 2,011 |
Netherlands | |
Income Tax Examination [Line Items] | |
Open Years | 2,012 |
South Africa | |
Income Tax Examination [Line Items] | |
Open Years | 2,012 |
Taiwan | |
Income Tax Examination [Line Items] | |
Open Years | 2,011 |
United Kingdom | |
Income Tax Examination [Line Items] | |
Open Years | 2,009 |
Debt, Factoring and Customer112
Debt, Factoring and Customer Financing Arrangements - Schedule of Debt (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Nov. 10, 2015 | Feb. 02, 2015 | |
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 5,239 | $ 5,228.3 | ||
Less: current portion debt and capital lease obligations | (116.1) | (54.7) | ||
Total long-term debt and capital lease obligations | 5,122.9 | 5,173.6 | ||
Senior Notes | USD Senior Notes due 2022, interest at 6.50% | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 1,083.2 | 1,081.1 | ||
Stated interest rate | 6.50% | 6.50% | ||
Unamortized premiums, discounts and debt issuance costs | $ 33.4 | $ 37.5 | ||
Effective interest rate percentage | 7.81% | 7.79% | ||
Senior Notes | EUR Senior Notes due 2023, interest at 6.00% | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 362.4 | $ 374 | ||
Stated interest rate | 6.00% | 6.00% | ||
Senior Notes | USD Senior Notes due 2021, interest at 10.375% | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 489 | 487.5 | ||
Stated interest rate | 10.375% | 10.375% | ||
Domestic Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Unamortized premiums, discounts and debt issuance costs | $ 64 | $ 81.7 | ||
Effective interest rate percentage | 5.64% | 6.52% | ||
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans due 2020, interest at the greater of 5.50% or LIBOR plus 4.50% | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 0 | $ 2,631.3 | ||
Stated interest rate | 5.50% | |||
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans due 2020, interest at the greater of 5.50% or LIBOR plus 4.50% | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 4.50% | |||
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans due 2020, interest at the greater of 4.50% or LIBOR plus 3.50% | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 582.5 | 0 | ||
Stated interest rate | 4.50% | |||
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans due 2020, interest at the greater of 4.50% or LIBOR plus 3.50% | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 3.50% | |||
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans due 2021, interest at the greater of 5.00% or LIBOR plus 4.00% | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 1,444.2 | 0 | ||
Stated interest rate | 5.00% | |||
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans due 2021, interest at the greater of 5.00% or LIBOR plus 4.00% | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 4.00% | |||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans due 2020, interest at the greater of 5.50% or EURIBOR plus 4.50%, | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 0 | 619.2 | ||
Stated interest rate | 5.50% | |||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans due 2020, interest at the greater of 5.50% or EURIBOR plus 4.50%, | EURIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 4.50% | |||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans due 2020, interest at the greater of 4.25% or EURIBOR plus 3.25% | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 726.5 | 0 | ||
Stated interest rate | 4.25% | |||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans due 2020, interest at the greater of 4.25% or EURIBOR plus 3.25% | EURIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 3.25% | |||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans due 2021, interest at the greater of 4.75% or EURIBOR plus 3.75% | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 450.7 | 0 | ||
Stated interest rate | 4.75% | |||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans due 2021, interest at the greater of 4.75% or EURIBOR plus 3.75% | EURIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 3.75% | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 86 | $ 16.7 | ||
Weighted average interest rate | 4.48% | 4.28% | ||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 0 | $ 0 | ||
Stated interest rate | 3.00% | |||
Other | ||||
Debt Instrument [Line Items] | ||||
Total debt and capital lease obligations | $ 14.5 | $ 18.5 |
Debt, Factoring and Customer113
Debt, Factoring and Customer Financing Arrangements - Minimum Future Payments on Long-term Debt and Capital Leases (Details) - USD ($) | Dec. 31, 2016 | Feb. 02, 2015 |
Long-Term Debt | ||
2,017 | $ 32,800,000 | |
2,018 | 32,800,000 | |
2,019 | 32,800,000 | |
2,020 | 1,321,400,000 | |
2,021 | 2,444,600,000 | |
Thereafter | 1,371,500,000 | |
Total | 5,235,900,000 | |
Capital Leases | ||
2,017 | 900,000 | |
2,018 | 800,000 | |
2,019 | 600,000 | |
2,020 | 500,000 | |
2,021 | 1,100,000 | |
Thereafter | 700,000 | |
Total | 4,600,000 | |
Total | ||
2,017 | 33,700,000 | |
2,018 | 33,600,000 | |
2,019 | 33,400,000 | |
2,020 | 1,321,900,000 | |
2,021 | 2,445,700,000 | |
Thereafter | 1,372,200,000 | |
Total | 5,240,500,000 | |
Senior Notes | USD Senior Notes due 2022, interest at 6.50% | ||
Debt Instrument [Line Items] | ||
Face amount | 1,100,000,000 | $ 1,100,000,000 |
Debt maturity amendment | $ 1,930,000,000 |
Debt, Factoring and Customer114
Debt, Factoring and Customer Financing Arrangements - Amended and Restated Credit Agreement (Details) - USD ($) | Oct. 14, 2016 | Dec. 31, 2016 | Oct. 31, 2016 | Dec. 31, 2016 | Feb. 02, 2015 |
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Loss on modification of debt | $ 11,300,000 | ||||
Write off of debt issuance costs | $ 8,400,000 | ||||
Term Loans | USD Denominated Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate, increase (decrease) | (100.00%) | (50.00%) | |||
Term Loans | USD Denominated Debt | Eurodollar | |||||
Debt Instrument [Line Items] | |||||
Spread on variable rate | 3.50% | 4.00% | |||
Term Loans | USD Denominated Debt | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Spread on variable rate | 2.50% | 3.00% | |||
Term Loans | Euro Denominated Debt | |||||
Debt Instrument [Line Items] | |||||
Interest rate, increase (decrease) | (125.00%) | (75.00%) | |||
Term Loans | Euro Denominated Debt | Eurodollar | |||||
Debt Instrument [Line Items] | |||||
Spread on variable rate | 3.25% | 3.75% | |||
Senior Notes | USD Senior Notes due 2022, interest at 6.50% | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 6.50% | 6.50% | 6.50% | ||
Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility | $ 30,000,000 | $ 30,000,000 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility | 500,000,000 | 500,000,000 | |||
Remaining borrowing capacity | $ 488,000,000 | $ 488,000,000 | |||
Revolving Credit Facility | Eurodollar | |||||
Debt Instrument [Line Items] | |||||
Spread on variable rate | 3.00% | ||||
Revolving Credit Facility | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Spread on variable rate | 2.00% | ||||
Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Unused capacity commitment fee percentage | 0.50% | ||||
Stated interest rate | 3.00% | 3.00% | |||
Revolving Credit Facility, U.S. Dollars | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility | $ 250,000,000 | $ 250,000,000 | |||
Revolving Credit Facility, Multi Currency | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility | $ 250,000,000 | $ 250,000,000 |
Debt, Factoring and Customer115
Debt, Factoring and Customer Financing Arrangements - Schedule of Debt Refinancing (Details) - USD ($) $ in Millions | Oct. 14, 2016 | Dec. 31, 2016 | Oct. 13, 2016 |
Debt Instrument [Line Items] | |||
Balance | $ 5,235.9 | ||
Line of Credit | |||
Debt Instrument [Line Items] | |||
Balance | $ 3,310.4 | $ 3,305.8 | |
Refinancing | 4.6 | ||
Domestic Line of Credit | U.S. Dollar Tranche B Term Loan due 2020 | |||
Debt Instrument [Line Items] | |||
Balance | 0 | 1,151.8 | |
Refinancing | (1,151.8) | ||
Domestic Line of Credit | U.S. Dollar Tranche B-2 Term Loan due 2020 | |||
Debt Instrument [Line Items] | |||
Balance | 0 | 491.3 | |
Refinancing | (491.3) | ||
Domestic Line of Credit | U.S. Dollar Tranche B-3 Term Loan due 2020 | |||
Debt Instrument [Line Items] | |||
Balance | 0 | 1,034.5 | |
Refinancing | (1,034.5) | ||
Domestic Line of Credit | U.S. Dollar Tranche B-4 Term Loan due 2021 | |||
Debt Instrument [Line Items] | |||
Balance | 1,475 | 0 | |
Refinancing | 1,475 | ||
Domestic Line of Credit | U.S. Dollar Tranche B-5 Term Loan due 2020 | |||
Debt Instrument [Line Items] | |||
Balance | 610 | 0 | |
Refinancing | 610 | ||
Foreign Line of Credit | Euro Tranche C-1 Term Loan due 2020 | |||
Debt Instrument [Line Items] | |||
Balance | 0 | 309.9 | |
Refinancing | (309.9) | ||
Foreign Line of Credit | Euro Tranche C-2 Term Loan due 2020 | |||
Debt Instrument [Line Items] | |||
Balance | 0 | 318.3 | |
Refinancing | (318.3) | ||
Foreign Line of Credit | Euro Tranche C-3 Term Loan due 2021 | |||
Debt Instrument [Line Items] | |||
Balance | 475.1 | 0 | |
Refinancing | 475.1 | ||
Foreign Line of Credit | Euro Tranche C-4 Term Loan due 2020 | |||
Debt Instrument [Line Items] | |||
Balance | 750.3 | $ 0 | |
Refinancing | $ 750.3 |
Debt, Factoring and Customer116
Debt, Factoring and Customer Financing Arrangements - Covenants, Events of Default and Provisions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Indebtedness yield increase | 50.00% |
Additional loan yield minimum | 50.00% |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Ratio of debt to EBITDA | 6.25 |
Maximum net leverage ratio | 6 |
Prepayment covenant percentage | 75.00% |
Prepayment covenant percentage, step-down 1 | 50.00% |
Prepayment covenant percentage, step-down 2 | 25.00% |
Prepayment covenant percentage, step-down 3 | 0.00% |
Unused borrowing capacity | $ 488 |
Debt, Factoring and Customer117
Debt, Factoring and Customer Financing Arrangements - Senior Notes (Details) - Senior Notes € in Millions | Dec. 31, 2016USD ($) | Nov. 10, 2015USD ($) | Feb. 02, 2015USD ($) | Feb. 02, 2015EUR (€) |
USD Senior Notes due 2022, interest at 6.50% | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 1,100,000,000 | $ 1,100,000,000 | ||
Stated interest rate | 6.50% | 6.50% | 6.50% | |
EUR Senior Notes due 2023, interest at 6.00% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.00% | 6.00% | 6.00% | |
Original issue premium | $ 1,000,000 | |||
Gross debt, long term | € | € 350 | |||
USD Senior Notes due 2021, interest at 10.375% | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 500,000,000 | |||
Stated interest rate | 10.375% | 10.375% |
Debt, Factoring and Customer118
Debt, Factoring and Customer Financing Arrangements - Lines of Credit and Other Debt Facilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | $ 5,239 | $ 5,228.3 |
Overdraft facility capacity | 561 | 618 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding letters of credit | 32.6 | 40 |
Reduction in borrowings | 11.8 | 11 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 86 | 16.7 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | $ 0 | $ 0 |
Debt, Factoring and Customer119
Debt, Factoring and Customer Financing Arrangements - Accounts Receivable Factoring Arrangements (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Factoring agreement, capacity of trade receivables to sell | $ 256 | $ 211 |
Factoring agreements utilized | 167 | 105 |
Factoring agreements current capacity | 65 | 130 |
Factoring agreements utilized | 38.3 | 71.1 |
Overdraft facility capacity | 561 | $ 618 |
United States | ||
Debt Instrument [Line Items] | ||
Overdraft facility capacity | $ 18 |
Derivative Instruments - Foreig
Derivative Instruments - Foreign Currency (Details) - Foreign Exchange Forward - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 42 | $ 16.5 |
Remaining maturity | 12 months | |
Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 552 | $ 254 |
Remaining maturity | 1 year |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Significant Outstanding Foreign Currency Forward Contracts (Details) - Foreign Exchange Forward - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 42 | $ 16.5 |
Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 552 | $ 254 |
Traded against USD | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 352.3 | |
Traded against USD | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 189.7 | |
Traded against EUR (USD equivalent) | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 7.2 | |
Traded against EUR (USD equivalent) | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 2.6 | |
Euro (EUR) | Traded against USD | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 208.3 | |
Euro (EUR) | Traded against USD | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 53.8 | |
Euro (EUR) | Traded against EUR (USD equivalent) | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
Euro (EUR) | Traded against EUR (USD equivalent) | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
Brazilian Real (BRL) | Traded against USD | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 48.4 | |
Brazilian Real (BRL) | Traded against USD | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 89.8 | |
Brazilian Real (BRL) | Traded against EUR (USD equivalent) | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
Brazilian Real (BRL) | Traded against EUR (USD equivalent) | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
Japanese Yen (JPY) | Traded against USD | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 41.7 | |
Japanese Yen (JPY) | Traded against USD | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 25.1 | |
Japanese Yen (JPY) | Traded against EUR (USD equivalent) | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 1.9 | |
Japanese Yen (JPY) | Traded against EUR (USD equivalent) | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 2.3 | |
British Pound (GBP) | Traded against USD | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 25.1 | |
British Pound (GBP) | Traded against USD | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
British Pound (GBP) | Traded against EUR (USD equivalent) | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 5.3 | |
British Pound (GBP) | Traded against EUR (USD equivalent) | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
South African Rand (ZAR) | Traded against USD | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
South African Rand (ZAR) | Traded against USD | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 17.8 | |
South African Rand (ZAR) | Traded against EUR (USD equivalent) | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
South African Rand (ZAR) | Traded against EUR (USD equivalent) | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0.3 | |
Taiwan Dollar (TWD) | Traded against USD | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 16.9 | |
Taiwan Dollar (TWD) | Traded against USD | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
Taiwan Dollar (TWD) | Traded against EUR (USD equivalent) | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
Taiwan Dollar (TWD) | Traded against EUR (USD equivalent) | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
Other | Traded against USD | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 11.9 | |
Other | Traded against USD | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 3.2 | |
Other | Traded against EUR (USD equivalent) | Purchasing | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | 0 | |
Other | Traded against EUR (USD equivalent) | Selling | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ 0 |
Derivative Instruments - Intere
Derivative Instruments - Interest Rates and Commodities (Details) € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Aug. 31, 2015USD ($) | Aug. 31, 2015EUR (€) | |
Foreign Exchange Forward | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount | $ 42 | $ 16.5 | ||
Remaining maturity | 12 months | |||
Foreign Exchange Forward | Not Designated as Hedging Instrument | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount | $ 552 | 254 | ||
Remaining maturity | 1 year | |||
Embedded Derivative Financial Instruments | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount | $ 9.9 | 13 | ||
Commodity Contract | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Foreign exchange derivatives | $ 0.2 | $ 0 | ||
Notes Payable to Banks | Interest Rate Swap | USD Notes | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount | $ 1,150 | |||
Interest rate swap rate | 1.96% | 1.96% | ||
Notes Payable to Banks | Interest Rate Swap | Euro Notes | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount | € | € 282 | |||
Interest rate swap rate | 1.20% | 1.20% |
Derivative Instruments - Sch123
Derivative Instruments - Schedule of Fair Value of Derivative Instruments in the Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Net derivative contracts liability | $ (12.4) | $ (11.4) |
Derivatives designated as hedging instruments: | Interest rate swaps | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Accrued expenses and other current liabilities | 10.2 | 0 |
Other long-term liabilities | 0 | 12.5 |
Derivatives not designated as hedging instruments: | Foreign exchange and metals contracts | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Accrued expenses and other current liabilities | 10.7 | 1 |
Derivatives not designated as hedging instruments: | Foreign exchange and metals contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Other current assets | 8.5 | 1.1 |
Derivatives not designated as hedging instruments: | Foreign exchange contracts | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Other assets | $ 0 | $ 1 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Contracts Designated as Hedging Instruments (Details) - Derivatives designated as hedging instruments: - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Amount of loss recognized in Other Comprehensive Income for the year ended December 31, | $ 9.6 | $ 12.5 | $ 0.2 |
Amount of loss reclassified from Accumulated Other Comprehensive Income into income for the year ended December 31, | 11.9 | 0 | 0 |
Interest rate swaps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Amount of loss recognized in Other Comprehensive Income for the year ended December 31, | 9.6 | 12.5 | 0 |
Interest rate swaps | Interest expense, net | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Amount of loss reclassified from Accumulated Other Comprehensive Income into income for the year ended December 31, | 11.9 | 0 | 0 |
Foreign exchange contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Amount of loss recognized in Other Comprehensive Income for the year ended December 31, | 0 | 0 | 0.2 |
Foreign exchange contracts | Foreign exchange loss | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Amount of loss reclassified from Accumulated Other Comprehensive Income into income for the year ended December 31, | $ 0 | $ 0 | $ 0 |
Derivative Instruments - Realiz
Derivative Instruments - Realized and Unrealized (Losses) Gains Associated with Derivatives Not Designated as Hedging Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
(Loss) gain on derivative contracts | $ (12.5) | $ (74) | $ 0.4 | |
Foreign exchange and metals contracts | (Loss) gain on derivative contracts | Derivatives not designated as hedging instruments: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
(Loss) gain on derivative contracts | $ (74) | $ (12.5) | $ 0.4 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) gain on derivative contracts | $ (12.5) | $ (74) | $ 0.4 |
Interest Rate Swap | Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Expected reclassification from AOCI | $ 10.2 | ||
Foreign exchange contracts | Alent | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) gain on derivative contracts | $ (73.7) |
Derivative Instruments - Master
Derivative Instruments - Master Netting Arrangements (Details) - Foreign Exchange Forward and Commodity Contracts - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Financial assets | ||
Gross assets | $ 6.3 | $ 3.1 |
Gross liabilities offset | 0 | 0 |
Net amounts presented | 6.3 | 3.1 |
Financial instruments | (2.5) | (0.3) |
Cash collateral paid | 0 | 0 |
Net | 3.8 | 2.8 |
Financial liabilities | ||
Gross liabilities | 8.9 | 1.7 |
Gross assets offset | 0 | 0 |
Net amounts presented | 8.9 | 1.7 |
Financial instruments | (2.6) | (1.2) |
Cash collateral paid | (1) | (0.9) |
Net | $ 5.3 | $ (0.4) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments Measured on a Recurring Basis(Details) - Recurring - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value | ||
Asset Category | ||
Cash equivalents | $ 48.2 | $ 59.4 |
Available for sale equity securities | 5.7 | 6.6 |
Derivatives | 8.5 | 2.1 |
Total | 62.4 | 68.1 |
Liability Category | ||
Derivatives | 20.9 | 13.5 |
Long-term contingent consideration | 75.8 | 70.7 |
Total | 96.7 | 84.2 |
Quoted prices in active markets (Level 1) | ||
Asset Category | ||
Cash equivalents | 0 | 2.9 |
Available for sale equity securities | 5.1 | 5.8 |
Derivatives | 0 | 0 |
Total | 5.1 | 8.7 |
Liability Category | ||
Derivatives | 0 | 0 |
Long-term contingent consideration | 0 | 0 |
Total | 0 | 0 |
Significant other observable inputs (Level 2) | ||
Asset Category | ||
Cash equivalents | 48.2 | 56.5 |
Available for sale equity securities | 0.6 | 0.8 |
Derivatives | 8.5 | 2.1 |
Total | 57.3 | 59.4 |
Liability Category | ||
Derivatives | 20.9 | 13.5 |
Long-term contingent consideration | 0 | 0 |
Total | 20.9 | 13.5 |
Significant unobservable inputs (Level 3) | ||
Asset Category | ||
Cash equivalents | 0 | 0 |
Available for sale equity securities | 0 | 0 |
Derivatives | 0 | 0 |
Total | 0 | 0 |
Liability Category | ||
Derivatives | 0 | 0 |
Long-term contingent consideration | 75.8 | 70.7 |
Total | $ 75.8 | $ 70.7 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Oct. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Percentage change in rate affecting component measurement | 1.00% | |||
Measurement component change affected by change in discount rate | $ 1,600,000 | |||
Measurement component change affected by change in discount rate for EBITDA metric | 1.50% | |||
Affect of change in discount rate | $ 3,000,000 | |||
Additions | 510,000,000 | $ 0 | ||
Non-cash change in fair value of preferred stock redemption liability | (5,000,000) | 0 | $ 0 | |
Purchases, sales and settlements | (515,000,000) | $ 0 | ||
Series B Preferred Stock | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Non-cash change in fair value of preferred stock redemption liability | $ 5,000,000 | |||
Minimum | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
EBITDA probability range | 80.00% | |||
Maximum | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
EBITDA probability range | 100.00% | |||
MacDermid | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Contingent consideration | $ 100,000,000 | |||
Price performance metrics period | 7 years | 7 years | ||
EBITDA related earnout include a discount rate | 9.50% | |||
Business acquisition expected future value payments | $ 60,000,000 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Assets Measured on a Recurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair value measurements using significant unobservable inputs (Level 3) | ||
Beginning balance | $ 70,700,000 | $ 63,900,000 |
Changes in fair value | 10,100,000 | 6,800,000 |
Purchases, sales and settlements | (515,000,000) | 0 |
Additions | 510,000,000 | 0 |
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 |
Ending balance | $ 75,800,000 | $ 70,700,000 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Estimated Fair Value of Long-term Debt and Capital Lease Obligations (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 02, 2015 |
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 5,143,100,000 | $ 5,198,600,000 | |
Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 5,353,100,000 | 5,006,200,000 | |
Senior Notes | USD Senior Notes, due 2022 | Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 1,083,200,000 | 1,081,100,000 | |
Senior Notes | USD Senior Notes, due 2022 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 1,109,200,000 | 946,300,000 | |
Senior Notes | EUR Senior Notes, due 2023 | Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 362,400,000 | 374,000,000 | |
Senior Notes | EUR Senior Notes, due 2023 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 372,100,000 | 326,700,000 | |
Senior Notes | USD Senior Notes, due 2021 | Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 489,000,000 | 487,500,000 | |
Senior Notes | USD Senior Notes, due 2021 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 555,400,000 | 500,000,000 | |
Senior Notes | USD Senior Notes due 2022, interest at 6.50% | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate | 6.50% | 6.50% | |
Face amount | $ 1,100,000,000 | $ 1,100,000,000 | |
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans, due 2020 | Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 582,500,000 | 2,631,300,000 | |
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans, due 2020 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 616,800,000 | 2,603,600,000 | |
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans, due 2023 | Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 1,444,200,000 | 0 | |
Domestic Line of Credit | First Lien Credit Facility - U.S. Dollar Term Loans, due 2023 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 1,493,400,000 | 0 | |
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans, due 2020 | Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 726,500,000 | 619,200,000 | |
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans, due 2020 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 742,300,000 | 624,300,000 | |
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans, due 2023 | Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 450,700,000 | 0 | |
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans, due 2023 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 459,200,000 | 0 | |
Capital Lease Obligations | Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 4,600,000 | 5,500,000 | |
Capital Lease Obligations | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 4,700,000 | $ 5,300,000 |
Fair Value Measurements - Nonre
Fair Value Measurements - Nonrecurring Fair Value Measurements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment losses | $ (46,600,000) | $ 0 | $ 0 |
Long-term growth rate | 8 years | ||
Performance Solutions | Offshore Solutions | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment losses | $ (46,600,000) | ||
Long-term growth rate | 5 years | ||
Annual revenue growth rates | 3.00% | ||
Discount rate | 9.00% | ||
Performance Solutions | Offshore Solutions | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Annual revenue growth rates | (1.20%) | ||
Performance Solutions | Offshore Solutions | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Annual revenue growth rates | 3.90% | ||
Significant unobservable inputs (Level 3) | Performance Solutions | Offshore Solutions | Nonrecurring | Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill fair value | $ 276,000,000 |
Stockholders' Equity - Register
Stockholders' Equity - Registered Underwritten Public Offerings (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 21, 2016 | Jun. 29, 2015 | Nov. 17, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2014 |
Schedule of Stockholders' Equity [Line Items] | |||||||
Issuance of stock (in shares) | 48,787,878 | ||||||
Price of shares issued (in dollars per share) | $ 8.25 | ||||||
Issuance of stock | $ 402.5 | $ 402.5 | |||||
Issuance costs | $ 11.9 | 11.9 | $ 15 | ||||
Proceeds from issuance of common stock, net | $ 483 | $ 403 | $ 391.5 | $ 469.5 | $ 1,512.6 | ||
Share price (in dollars per share) | $ 0.01 | ||||||
Common Stock | |||||||
Schedule of Stockholders' Equity [Line Items] | |||||||
Issuance of stock (in shares) | 18,226,414 | 16,445,000 | 48,787,878 | 9,242 | |||
Price of shares issued (in dollars per share) | $ 26.50 | $ 8.25 | $ 12.56 | ||||
Issuance of stock | $ 0.5 | ||||||
Offering expenses | $ 15 | $ 15.1 | |||||
Share price (in dollars per share) | $ 24.50 | $ 10 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | Sep. 09, 2016USD ($)shares | Feb. 13, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / shares | Dec. 13, 2016USD ($)shares | Nov. 17, 2014$ / shares | Jan. 31, 2014$ / shares | Oct. 31, 2013USD ($) |
Class of Stock [Line Items] | ||||||||||
Preferred stock authorized (in shares) | 5,000,000 | |||||||||
Share price (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Dividend price (in dollars per share) | $ / shares | $ 22.85 | |||||||||
Gain (loss) on settlement of temporary equity | $ | $ 103,000,000 | $ 0 | $ 0 | |||||||
Gain on amendment of Series B Convertible Preferred Stock | $ | 32,900,000 | 0 | 0 | |||||||
Non-cash change in fair value of preferred stock redemption liability | $ | $ (5,000,000) | $ 0 | $ 0 | |||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common shares declared for dividend (in shares) | 10,050,290 | |||||||||
Share price (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 24.50 | |||||||
MacDermid | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock issued in connection with exchange of PDH common stock (in shares) | 1 | |||||||||
Equity instruments | $ | $ 97,500,000 | |||||||||
Arysta | ||||||||||
Class of Stock [Line Items] | ||||||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 600,000 | |||||||||
Equity instruments | $ | $ 646,000,000 | |||||||||
Maximum share conversion (in shares) | 22,107,590 | |||||||||
Series A Preferred Stock To Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock to common stock conversion ratio | 1 | |||||||||
Preferred stock to common stock conversion period | 7 years | |||||||||
Preferred stock to common stock conversion period, term of optional extension | 3 years | |||||||||
Stock Dividends To Series A Preferred Stock Shareholders | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common shares declared for dividend (in shares) | 10,050,290 | |||||||||
Appreciation of the market price of our common stock | 20.00% | 20.00% | ||||||||
Dividend price (in dollars per share) | $ / shares | $ 22.85 | |||||||||
Stock Dividends To Series A Preferred Stock Shareholders | Weighted Average | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share price (in dollars per share) | $ / shares | $ 23.16 | $ 23.16 | ||||||||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock authorized (in shares) | 2,000,000 | |||||||||
Preferred stock issued (in shares) | 2,000,000 | 2,000,000 | ||||||||
Preferred stock outstanding (in shares) | 2,000,000 | 2,000,000 | ||||||||
Series A Preferred Stock | Founder Entities | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock outstanding (in shares) | 2,000,000 | |||||||||
Series A Preferred Stock | Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock dividends (in shares) | $ / shares | $ 0 | $ 0 | ||||||||
Redeemable Series B Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Temporary equity designated (in shares) | 600,000 | |||||||||
Temporary equity issued (in shares) | 0 | 600,000 | ||||||||
Temporary equity outstanding (in shares) | 0 | 600,000 | ||||||||
Series B Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Non-cash change in fair value of preferred stock redemption liability | $ | $ 5,000,000 | |||||||||
Series B Preferred Stock | Arysta | ||||||||||
Class of Stock [Line Items] | ||||||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 1,000 | |||||||||
Equity instruments | $ | $ 600,000,000 | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 27.14 | |||||||||
Gain (loss) on settlement of temporary equity | $ | 103,000,000 | |||||||||
Gain on amendment of Series B Convertible Preferred Stock | $ | 32,900,000 | |||||||||
Non-cash change in fair value of preferred stock redemption liability | $ | $ 5,000,000 | |||||||||
Series B Preferred Stock | Arysta | After December 15, 2016 to April 20, 2017 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 27.14 | |||||||||
Volume weighted average price period | 10 days | |||||||||
Series B Preferred Stock | Arysta | October 20, 2016 to December 15, 2016 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash payment for convertible preferred stock | $ | $ 1 | |||||||||
Convertible preferred stock, number of equity instruments (in shares) | 5,500,000 | 5,500,000 | ||||||||
Make whole payment | $ | $ 460,000,000 | $ 460,000,000 |
Stockholders' Equity - Issuance
Stockholders' Equity - Issuance of Common Stock in Connection with Acquisitions (Details) - USD ($) $ in Millions | Dec. 02, 2015 | Nov. 03, 2014 | Oct. 01, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Other income (expense), net | $ 100.8 | $ 30.4 | $ (0.2) | |||
Alent | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of common shares in connection with acquisition (in shares) | 18,419,738 | |||||
Agriphar | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of common shares in connection with acquisition (in shares) | 711,551 | |||||
Put option period | 6 months | |||||
Other income (expense), net | $ 3 | |||||
Chemtura | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of common shares in connection with acquisition (in shares) | 2,000,000 |
Stockholders' Equity - Private
Stockholders' Equity - Private Placements (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 21, 2016 | Nov. 06, 2014 | Oct. 08, 2014 | May 20, 2014 | Nov. 06, 2014 | Dec. 31, 2016 | Jan. 31, 2014 |
Schedule of Stockholders' Equity [Line Items] | |||||||
Issuance of stock (in shares) | 48,787,878 | ||||||
Share price (in dollars per share) | $ 0.01 | ||||||
Proceeds from issuance of private placement | $ 652 | ||||||
Issuance of stock | $ 402.5 | $ 402.5 | |||||
Private Placement | |||||||
Schedule of Stockholders' Equity [Line Items] | |||||||
Issuance of stock (in shares) | 9,404,064 | 16,060,960 | 15,800,000 | ||||
Share price (in dollars per share) | $ 25.59 | $ 25.59 | $ 25.59 | ||||
Offering expenses | $ 13.8 | $ 0.3 | |||||
Issuance of stock | $ 300 |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrant Mandatory Redemption (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 03, 2014 | Dec. 31, 2014 |
Equity [Abstract] | ||
Warrants redeemed price (in dollars per share) | $ 0.01 | |
Exercise of warrants for common shares (in shares) | 16,244,694 | |
Warrant or right, exercised during period (in shares) | 48,734,082 | |
Proceeds from warrant exercises | $ 187 | |
Warrants redeemed (in shares) | 8,580 |
Stockholders' Equity - Non-Cont
Stockholders' Equity - Non-Controlling Interest (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2013 | |
Business Acquisition [Line Items] | ||||
Common stock issued (in shares) | 284,221,168 | 229,464,157 | ||
Common stock originally issuable upon exchange (in shares) | 8,800,000 | |||
Net income allocated to retaining holders | $ (1.4) | $ 6.4 | ||
Noncontrolling interest percentage | 6.01% | 6.25% | 6.67% | |
MacDermid | ||||
Business Acquisition [Line Items] | ||||
Equity instruments | $ 97.5 | |||
Common stock issued in connection with exchange of PDH common stock (in shares) | 1 | |||
Net income allocated to retaining holders | $ (5.9) | |||
PDH | ||||
Business Acquisition [Line Items] | ||||
Rate PDH Common stock that may be exchanged for shares of common stock | 25.00% | |||
Eligibility for exchange of common share period | 4 years | |||
Common stock issued in connection with exchange of PDH common stock (in shares) | 1,038,349 | |||
PDH | Tartan | ||||
Business Acquisition [Line Items] | ||||
Common stock issued (in shares) | 6,700,000 | |||
Common Stock | PDH | MacDermid | ||||
Business Acquisition [Line Items] | ||||
Contractual share lock-up percentage | 25.00% |
Accumulated Other Comprehens139
Accumulated Other Comprehensive (Loss) Income - Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | $ 2,273.3 | $ 2,552.6 | $ 1,115.1 |
Balance | 2,889.8 | 2,273.3 | 2,552.6 |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (899.3) | (122.2) | (0.6) |
Other comprehensive (loss) income, net | 204.6 | (777.1) | (121.6) |
Reclassifications, pretax | 0 | ||
Tax (benefit) expense reclassified | 0 | 0 | |
Balance | (694.7) | (899.3) | (122.2) |
Pension and Post-retirement Plans | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (26.3) | (14.9) | 1.8 |
Other comprehensive (loss) income, net | 8.3 | (10.9) | (16.7) |
Reclassifications, pretax | (0.8) | ||
Tax (benefit) expense reclassified | 0 | (0.5) | |
Balance | (18.8) | (26.3) | (14.9) |
Unrealized Gain (Loss) on Available for Sale Securities | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | 1.2 | 0.1 | 0 |
Other comprehensive (loss) income, net | (0.8) | 1.1 | 0.1 |
Reclassifications, pretax | 0 | ||
Tax (benefit) expense reclassified | 0 | 0 | |
Balance | 0.4 | 1.2 | 0.1 |
Derivative Financial Instrument Revaluation | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (8.1) | 0 | 0.1 |
Other comprehensive (loss) income, net | (9.6) | (8.1) | (0.1) |
Reclassifications, pretax | 11.9 | ||
Tax (benefit) expense reclassified | 0 | 0 | |
Balance | (5.8) | (8.1) | 0 |
Non-Controlling Interests | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | 46.4 | 6.4 | 0 |
Other comprehensive (loss) income, net | (2) | 40 | 6.4 |
Reclassifications, pretax | 0 | ||
Tax (benefit) expense reclassified | 0 | 0 | |
Balance | 44.4 | 46.4 | 6.4 |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (886.1) | (130.6) | 1.3 |
Other comprehensive (loss) income, net | 200.5 | (755) | (131.9) |
Reclassifications, pretax | 11.1 | ||
Tax (benefit) expense reclassified | 0 | (0.5) | |
Balance | $ (674.5) | $ (886.1) | $ (130.6) |
Earnings Loss Per Share - Compu
Earnings Loss Per Share - Computation of Weighted Average Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Earnings Per Share [Line Items] | |||||||||||||||
Net loss attributable to common stockholders | $ (1.9) | $ 104.7 | $ (8.8) | $ (134.8) | $ (129.6) | $ (140.1) | $ (12.2) | $ (26.7) | $ (266.7) | $ 11.9 | $ (0.4) | $ (7.4) | $ (40.8) | $ (308.6) | $ (262.6) |
Adjustments to the numerator for diluted earnings per share: | |||||||||||||||
Gain on settlement agreement related to Series B Convertible Preferred Stock | (103) | 0 | 0 | ||||||||||||
Gain on amendment of Series B Convertible Preferred Stock | (32.9) | 0 | 0 | ||||||||||||
Remeasurement adjustment associated with the Preferred Series B redemption liability | 5 | 0 | 0 | ||||||||||||
Loss attributed to PDH non-controlling interest | (5.9) | 0 | 0 | ||||||||||||
Net loss attributable to common stockholders for diluted EPS | $ (177.6) | $ (308.6) | $ (262.6) | ||||||||||||
Basic weighted average common stock outstanding (in shares) | 243,300,000 | 203,200,000 | 135,300,000 | ||||||||||||
Share adjustments (in shares) | 29,000,000 | 0 | 0 | ||||||||||||
Dilutive weighted average common stock outstanding (in shares) | 272,300,000 | 203,200,000 | 135,300,000 | ||||||||||||
Loss per share attributable to common stockholders: | |||||||||||||||
Basic (in dollars per share) | $ (0.01) | $ 0.45 | $ (0.04) | $ (0.59) | $ (0.60) | $ (0.66) | $ (0.06) | $ (0.14) | $ (1.59) | $ 0.09 | $ 0 | $ (0.07) | $ (0.17) | $ (1.52) | $ (1.94) |
Diluted (in dollars per share) | $ (0.01) | $ (0.15) | $ (0.04) | $ (0.59) | $ (0.60) | $ (0.66) | $ (0.06) | $ (0.14) | $ (1.59) | $ 0.08 | $ 0 | $ (0.07) | (0.65) | (1.52) | (1.94) |
Dividends per share paid to common stockholders (in dollars per share) | $ 0 | $ 0 | $ 0 | ||||||||||||
Series B Preferred Stock | |||||||||||||||
Adjustments to the numerator for diluted earnings per share: | |||||||||||||||
Conversion related to the amendment of Series B Preferred Stock - assumed at beginning of reporting period (in shares) | 15,300,000 | 0 | 0 | ||||||||||||
Settlement of preferred stock redemption liability - assumed at beginning of reporting period (in shares) | 5,700,000 | 0 | 0 | ||||||||||||
Loss per share attributable to common stockholders: | |||||||||||||||
Incremental Common Shares Attributable To Dilutive Effect of Conversion of Non-controlling Interest | 8,000,000 | 0 | 0 |
Earnings Loss Per Share - Anti-
Earnings Loss Per Share - Anti-dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 10,702 | 35,770 | 23,026 |
Shares contingently issuable to Founder Entities as stock dividend to Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 0 | 1,239 | 10,453 |
Shares issuable upon conversion of PDH Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 0 | 8,318 | 8,641 |
Shares issuable upon conversion of Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 2,000 | 2,000 | 2,000 |
Shares issuable upon conversion of Series B Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 0 | 19,443 | 0 |
Shares contingently issuable for the contingent consideration | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 8,553 | 4,640 | 1,503 |
Shares issuable upon conversion of the 401k exchange rights | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 0 | 0 | 270 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 0 | 55 | 89 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 147 | 74 | 70 |
Shares issuable under the ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 2 | 1 | 0 |
Operating Lease Commitments (De
Operating Lease Commitments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Total rent expense | $ 36.7 | $ 22.9 | $ 11.3 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,017 | 29.6 | ||
2,018 | 20.4 | ||
2,019 | 13.9 | ||
2,020 | 10.5 | ||
2,021 | 8.8 | ||
Thereafter | 28.8 | ||
Total | $ 112 |
Contingencies, Environmental143
Contingencies, Environmental and Legal Matters - ARO Liability and Related Changes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingency Accrual [Roll Forward] | |||
AROs, beginning of period | $ 17.5 | $ 18.5 | $ 4.8 |
Acquisitions | 2.7 | 0.4 | 13.2 |
Additional obligations incurred | 0 | 0 | 0.5 |
Accretion expense | 1.2 | 1 | 0.7 |
Remeasurements | 0 | (0.2) | 0 |
Payments | (1.3) | (0.4) | (0.2) |
Foreign currency translation | (0.3) | (1.8) | (0.5) |
AROs, end of period | $ 19.8 | $ 17.5 | $ 18.5 |
Contingencies, Environmental144
Contingencies, Environmental and Legal Matters - Additional Information (Details) MXN in Millions, BRL in Millions | Apr. 03, 2015USD ($) | Jun. 30, 2016USD ($) | Feb. 28, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2014MXN | Jul. 31, 2014USD ($) | Dec. 31, 2016USD ($)employeedefendant | Dec. 31, 2016BRLemployeedefendant | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016MXN / $ | Dec. 31, 2016BRL / $ | Dec. 31, 2016BRL |
Loss Contingencies [Line Items] | |||||||||||||
Reserves for environmental matters | $ 32,600,000 | $ 25,700,000 | |||||||||||
Estimate of possible loss in legal proceedings | 3,700,000 | 6,500,000 | |||||||||||
Potential litigation loss exchange rate | 0.0482 | 0.3071 | |||||||||||
Contest of tax assessment | 25,500,000 | BRL 83.1 | |||||||||||
Interest expense, net | 2,800,000 | $ 16,000,000 | $ 0 | ||||||||||
Pending Litigation | MacDermid | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Interest expense, net | $ 16,000,000 | ||||||||||||
Settled Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Amount awarded | $ 25,000,000 | ||||||||||||
Settled Litigation | MacDermid | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Interest expense, net | $ 64,700,000 | ||||||||||||
Agricola Colonet, SA de CV | Pending Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Compensation sought | $ 6,000,000 | $ 9,500,000 | MXN 196 | ||||||||||
Arysta | Pending Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Compensation sought | 15,400,000 | BRL 50 | |||||||||||
Remediation amount sought | 21,800,000 | 70.9 | |||||||||||
Health Problems From Employment Site | Arysta | Pending Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Compensation sought | $ 118,700,000 | BRL 387 | |||||||||||
Number of former employees | employee | 29 | 29 | |||||||||||
Number of defendants | defendant | 80 | 80 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 21, 2016 | Nov. 06, 2014 | Oct. 08, 2014 | May 20, 2014 | Oct. 31, 2013 | Nov. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 13, 2016 | Sep. 09, 2016 | Jan. 31, 2014 |
Related Party Transaction [Line Items] | ||||||||||||
Noncontrolling interest percentage | 6.01% | 6.25% | 6.67% | |||||||||
Common stock issued (in shares) | 284,221,168 | 229,464,157 | ||||||||||
Issuance of stock (in shares) | 48,787,878 | |||||||||||
Share price (in dollars per share) | $ 0.01 | |||||||||||
MacDermid | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Price exchange rate (in dollars per share) | $ 11 | |||||||||||
Contingent purchase payable | $ 100,000,000 | |||||||||||
Price performance metrics period | 7 years | 7 years | ||||||||||
Additional security issuance consent, covenant period | 7 years | |||||||||||
Mariposa Capital | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Period of automatically renewed agreement terms | 1 year | |||||||||||
Agreement renewal period | 90 days | |||||||||||
Effective termination date after expiration of agreement term | 6 months | |||||||||||
Related party transaction expense | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||
Blue Ridge Limited Partnership | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of stock (in shares) | 1,000,000 | |||||||||||
Share price (in dollars per share) | $ 19 | |||||||||||
Annual Fees | Mariposa Capital | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Annual fee | $ 2,000,000 | |||||||||||
Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Issuance of stock (in shares) | 9,404,064 | 16,060,960 | 15,800,000 | |||||||||
Share price (in dollars per share) | $ 25.59 | $ 25.59 | ||||||||||
Private Placement | Blue Ridge Limited Partnership | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Ownership percentage | 5.00% | 5.00% | ||||||||||
Issuance of stock (in shares) | 1,953,888 | |||||||||||
Share price (in dollars per share) | $ 25.59 | |||||||||||
Private Placement | Pershing Square | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share price (in dollars per share) | $ 25.59 | |||||||||||
Private Placement | Annual Fees | Pershing Square | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued in transaction (in shares) | 9,404,064 | |||||||||||
October 20, 2016 to December 15, 2016 | Series B Preferred Stock | Arysta | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Make whole payment | $ 460,000,000 | $ 460,000,000 | ||||||||||
Convertible preferred stock, number of equity instruments (in shares) | 5,500,000 | 5,500,000 | ||||||||||
Tartan | PDH | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common stock issued (in shares) | 6,700,000 |
Restructuring (Details)
Restructuring (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 31,100,000 | $ 25,300,000 | $ 3,000,000 |
Cost of sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 900,000 | 6,300,000 | 0 |
Selling, technical, general and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 30,200,000 | 19,000,000 | 3,000,000 |
Other Current Liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring liabilities | 0 | 1,100,000 | |
Performance Solutions | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 25,000,000 | 6,900,000 | 1,500,000 |
Expected restructuring costs remaining | 0 | ||
Agricultural Solutions | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 6,100,000 | $ 18,400,000 | $ 1,500,000 |
Expected restructuring costs remaining | $ 0 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Income and Expenses [Abstract] | |||
Gain on settlement agreement related to Series B Convertible Preferred Stock | $ 103 | $ 0 | $ 0 |
Loss on debt extinguishment | (11.3) | 0 | 0 |
Non-cash change in fair value of preferred stock redemption liability | (5) | 0 | 0 |
Legal settlements | 0 | 17.7 | 0 |
Sale of intellectual property and product rights | 4.4 | 6.1 | 0 |
Acquisition put option settlement | 0 | 3 | 0 |
Other income (expense), net | 9.7 | 3.6 | (0.2) |
Total other income (expense), net | $ 100.8 | $ 30.4 | $ (0.2) |
Accrued Expenses And Other C148
Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Accrued customer rebates and sales incentives | $ 120.7 | $ 120.7 |
Factoring and customer financing arrangements | 38.3 | 71.1 |
Other current liabilities | 238 | 222.4 |
Total accrued expenses and other current liabilities | $ 397 | $ 414.2 |
Note Receivable (Details)
Note Receivable (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 28, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Short-term recourse loan | $ 0 | $ 125 | |||
Interest expense, net | $ (375.7) | (213.9) | $ (37.9) | ||
Notes Receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Short-term recourse loan | $ 125 | ||||
Note receivable interest rate | 11.00% | ||||
Interest expense, net | $ 2.4 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016segmentpriority_segmentindustry | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 2 |
Performance Solutions | |
Segment Reporting Information [Line Items] | |
Number of industries | industry | 5 |
Agricultural Solutions | |
Segment Reporting Information [Line Items] | |
Number of priority segments | priority_segment | 5 |
Segment Information - Financial
Segment Information - Financial Information Regarding Each Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Sales: | |||||||||||||||
Consolidated net sales | $ 950 | $ 890.5 | $ 921.6 | $ 823.8 | $ 735.1 | $ 597.3 | $ 675.1 | $ 534.8 | $ 273.6 | $ 196.8 | $ 189.1 | $ 183.7 | $ 3,585.9 | $ 2,542.3 | $ 843.2 |
Depreciation and amortization: | |||||||||||||||
Consolidated depreciation and amortization | 342.3 | 251 | 88 | ||||||||||||
Adjusted EBITDA: | |||||||||||||||
Adjusted EBITDA | 769.5 | 567.7 | 212.2 | ||||||||||||
Performance Solutions | |||||||||||||||
Net Sales: | |||||||||||||||
Consolidated net sales | 1,770.1 | 800.8 | 755.2 | ||||||||||||
Depreciation and amortization: | |||||||||||||||
Consolidated depreciation and amortization | 156.5 | 80 | 76.3 | ||||||||||||
Adjusted EBITDA: | |||||||||||||||
Adjusted EBITDA | 401.3 | 224.3 | 196.2 | ||||||||||||
Agricultural Solutions | |||||||||||||||
Net Sales: | |||||||||||||||
Consolidated net sales | 1,815.8 | 1,741.5 | 88 | ||||||||||||
Depreciation and amortization: | |||||||||||||||
Consolidated depreciation and amortization | 185.8 | 171 | 11.7 | ||||||||||||
Adjusted EBITDA: | |||||||||||||||
Adjusted EBITDA | $ 368.2 | $ 343.4 | $ 16 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBITDA to Net Loss (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | |||||||||||||||
Net loss attributable to common stockholders | $ (1,900,000) | $ 104,700,000 | $ (8,800,000) | $ (134,800,000) | $ (129,600,000) | $ (140,100,000) | $ (12,200,000) | $ (26,700,000) | $ (266,700,000) | $ 11,900,000 | $ (400,000) | $ (7,400,000) | $ (40,800,000) | $ (308,600,000) | $ (262,600,000) |
Gain on amendment of Series B Convertible Preferred Stock | (32,900,000) | 0 | 0 | ||||||||||||
Stock dividend on Founder's preferred shares | 0 | 0 | 232,700,000 | ||||||||||||
Net (loss) income attributable to the non-controlling interests | (3,000,000) | 4,200,000 | 5,700,000 | ||||||||||||
Income tax expense (benefit) | 28,600,000 | 75,100,000 | (6,700,000) | ||||||||||||
Income (loss) before income taxes and non-controlling interests | (48,100,000) | (229,300,000) | (30,900,000) | ||||||||||||
Adjustments to reconcile to Adjusted EBITDA: | |||||||||||||||
Interest expense, net | 375,700,000 | 213,900,000 | 37,900,000 | ||||||||||||
Depreciation expense | 75,000,000 | 48,900,000 | 20,600,000 | ||||||||||||
Amortization expense | 267,300,000 | 202,100,000 | 67,400,000 | ||||||||||||
Restructuring expenses | 31,100,000 | 25,300,000 | 3,000,000 | ||||||||||||
Manufacturer's profit in inventory purchase accounting adjustments | 11,700,000 | 76,500,000 | 35,500,000 | ||||||||||||
Acquisition and integration costs | 33,400,000 | 122,400,000 | 47,800,000 | ||||||||||||
Non-cash fair value adjustment to contingent consideration | 5,100,000 | 6,800,000 | 29,100,000 | ||||||||||||
Legal settlements | (2,800,000) | (16,000,000) | 0 | ||||||||||||
Foreign exchange loss on foreign denominated external and internal debt | 33,900,000 | 46,400,000 | 1,100,000 | ||||||||||||
Fair value loss on foreign exchange forward contract | 0 | 73,700,000 | (300,000) | ||||||||||||
Goodwill impairment | 46,600,000 | 0 | 0 | ||||||||||||
Gain on settlement agreement related to Series B Convertible Preferred Stock | (103,000,000) | 0 | 0 | ||||||||||||
Non-cash change in fair value of preferred stock redemption liability | 5,000,000 | 0 | 0 | ||||||||||||
Debt refinancing costs | 19,700,000 | 0 | 0 | ||||||||||||
Other income (expense), net | 18,900,000 | (3,000,000) | 1,000,000 | ||||||||||||
Adjusted EBITDA | $ 769,500,000 | $ 567,700,000 | $ 212,200,000 |
Segment Information - Countries
Segment Information - Countries Representing 10% or More in Net Sales and Long-Lived Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Sales | |||||||||||||||
Consolidated net sales | $ 950 | $ 890.5 | $ 921.6 | $ 823.8 | $ 735.1 | $ 597.3 | $ 675.1 | $ 534.8 | $ 273.6 | $ 196.8 | $ 189.1 | $ 183.7 | $ 3,585.9 | $ 2,542.3 | $ 843.2 |
Sales Revenue, Net | Geographic Concentration Risk | United States | |||||||||||||||
Net Sales | |||||||||||||||
Consolidated net sales | 725.4 | 474.6 | 217.4 | ||||||||||||
Sales Revenue, Net | Geographic Concentration Risk | Total Foreign Net Sales | |||||||||||||||
Net Sales | |||||||||||||||
Consolidated net sales | 2,860.5 | 2,067.7 | 625.8 | ||||||||||||
Sales Revenue, Net | Geographic Concentration Risk | Brazil | |||||||||||||||
Net Sales | |||||||||||||||
Consolidated net sales | 463 | 380.6 | 70.9 | ||||||||||||
Sales Revenue, Net | Geographic Concentration Risk | China | |||||||||||||||
Net Sales | |||||||||||||||
Consolidated net sales | 330.6 | 108.3 | 87.8 | ||||||||||||
Sales Revenue, Net | Geographic Concentration Risk | France | |||||||||||||||
Net Sales | |||||||||||||||
Consolidated net sales | 227.8 | 196.8 | 64.3 | ||||||||||||
Sales Revenue, Net | Geographic Concentration Risk | Germany | |||||||||||||||
Net Sales | |||||||||||||||
Consolidated net sales | 172.9 | 35.4 | 22 | ||||||||||||
Sales Revenue, Net | Geographic Concentration Risk | Japan | |||||||||||||||
Net Sales | |||||||||||||||
Consolidated net sales | 145.7 | 166.6 | 22.9 | ||||||||||||
Sales Revenue, Net | Geographic Concentration Risk | United Kingdom | |||||||||||||||
Net Sales | |||||||||||||||
Consolidated net sales | 145.5 | 127.3 | 119.1 | ||||||||||||
Sales Revenue, Net | Geographic Concentration Risk | Other countries | |||||||||||||||
Net Sales | |||||||||||||||
Consolidated net sales | $ 1,375 | $ 1,052.7 | $ 238.8 |
Segment Information - Long-live
Segment Information - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 460.5 | $ 491.6 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 137.4 | 138.3 |
Total foreign countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 323.1 | 353.3 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 47.3 | 55.1 |
France | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 47.2 | 50.9 |
Brazil | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 36.9 | 28.7 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 30 | 33 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 23.4 | 33.6 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 138.3 | $ 152 |
Segment Information - External
Segment Information - External Party Sales by Product (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2016USD ($)product_line | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
External party sales | $ 950 | $ 890.5 | $ 921.6 | $ 823.8 | $ 735.1 | $ 597.3 | $ 675.1 | $ 534.8 | $ 273.6 | $ 196.8 | $ 189.1 | $ 183.7 | $ 3,585.9 | $ 2,542.3 | $ 843.2 |
Performance Solutions | |||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
External party sales | 1,770.1 | 800.8 | 755.2 | ||||||||||||
Performance Solutions | Assembly Solutions | |||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
External party sales | 554.5 | 41.1 | 0 | ||||||||||||
Performance Solutions | Electronics Solutions | |||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
External party sales | 525.9 | 198.8 | 159.9 | ||||||||||||
Performance Solutions | Industrial Solutions | |||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
External party sales | 445 | 287.8 | 336.7 | ||||||||||||
Performance Solutions | Graphic Solutions | |||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
External party sales | 171.8 | 173.9 | 165.9 | ||||||||||||
Performance Solutions | Offshore Solutions | |||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
External party sales | 72.9 | 99.2 | 92.7 | ||||||||||||
Agricultural Solutions | |||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||
External party sales | $ 1,815.8 | $ 1,741.5 | $ 88 | ||||||||||||
Number of major product lines | product_line | 5 |
Valuation and Qualifying Acc156
Valuation and Qualifying Accounts and Reserves (Details) - Reserves against accounts receivable - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ (14.4) | $ (9.6) | $ (10.1) |
Charges to costs and expense | (19) | (9.2) | (1.2) |
Deductions from reserves and other | (3.3) | 4.4 | 1.7 |
Balance at end of period | $ (36.7) | $ (14.4) | $ (9.6) |
Supplementary Data - Selected Q
Supplementary Data - Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Net sales | $ 950 | $ 890.5 | $ 921.6 | $ 823.8 | $ 735.1 | $ 597.3 | $ 675.1 | $ 534.8 | $ 273.6 | $ 196.8 | $ 189.1 | $ 183.7 | $ 3,585.9 | $ 2,542.3 | $ 843.2 |
Gross profit | 396 | 375.1 | 380.6 | 356 | 273.5 | 242.7 | 268.6 | 207.1 | 112.5 | 103.2 | 96.7 | 84.2 | 1,507.7 | 991.9 | 396.6 |
Net (loss) income attributable to stockholders | (1.9) | 71.8 | (8.8) | (134.8) | (129.6) | (140.1) | (12.2) | (26.7) | (34) | 11.9 | (0.4) | (7.4) | (73.7) | (308.6) | (29.9) |
Net (loss) income attributable to common stockholders | $ (1.9) | $ 104.7 | $ (8.8) | $ (134.8) | $ (129.6) | $ (140.1) | $ (12.2) | $ (26.7) | $ (266.7) | $ 11.9 | $ (0.4) | $ (7.4) | $ (40.8) | $ (308.6) | $ (262.6) |
Basic (loss) earnings per share attributable to common stockholders (in dollars per share) | $ (0.01) | $ 0.45 | $ (0.04) | $ (0.59) | $ (0.60) | $ (0.66) | $ (0.06) | $ (0.14) | $ (1.59) | $ 0.09 | $ 0 | $ (0.07) | $ (0.17) | $ (1.52) | $ (1.94) |
Diluted (loss) earnings per share attributable to common stockholders (in dollars per share) | $ (0.01) | $ (0.15) | $ (0.04) | $ (0.59) | $ (0.60) | $ (0.66) | $ (0.06) | $ (0.14) | $ (1.59) | $ 0.08 | $ 0 | $ (0.07) | $ (0.65) | $ (1.52) | $ (1.94) |