Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 23, 2018 | Jun. 30, 2017 | |
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 | 288,028,893 | ||
Entity Public Float | $ 2,940 | ||
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, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Net sales | $ 3,775,900,000 | $ 3,585,900,000 | $ 2,542,300,000 |
Cost of sales | 2,186,900,000 | 2,078,200,000 | 1,550,400,000 |
Gross profit | 1,589,000,000 | 1,507,700,000 | 991,900,000 |
Operating expenses: | |||
Selling, technical, general and administrative | 1,109,300,000 | 1,123,300,000 | 857,500,000 |
Research and development | 98,400,000 | 84,400,000 | 62,800,000 |
Goodwill impairment | 160,000,000 | 46,600,000 | 0 |
Total operating expenses | 1,367,700,000 | 1,254,300,000 | 920,300,000 |
Operating profit | 221,300,000 | 253,400,000 | 71,600,000 |
Other (expense) income: | |||
Interest expense, net | (341,600,000) | (375,700,000) | (213,900,000) |
Foreign exchange loss | (107,500,000) | (14,100,000) | (43,400,000) |
Other (expense) income, net | (61,200,000) | 88,300,000 | (43,600,000) |
Total other expense | (510,300,000) | (301,500,000) | (300,900,000) |
Loss before income taxes and non-controlling interests | (289,000,000) | (48,100,000) | (229,300,000) |
Income tax expense | (6,600,000) | (28,600,000) | (75,100,000) |
Net loss | (295,600,000) | (76,700,000) | (304,400,000) |
Net (income) loss attributable to the non-controlling interests | (600,000) | 3,000,000 | (4,200,000) |
Net loss attributable to stockholders | (296,200,000) | (73,700,000) | (308,600,000) |
Gain on amendment of Series B Convertible Preferred Stock | 0 | 32,900,000 | 0 |
Net loss attributable to common stockholders | $ (296,200,000) | $ (40,800,000) | $ (308,600,000) |
Loss per share | |||
Basic (in dollars per share) | $ (1.04) | $ (0.17) | $ (1.52) |
Diluted (in dollars per share) | $ (1.04) | $ (0.65) | $ (1.52) |
Weighted average common shares outstanding | |||
Basic (in shares) | 286.1 | 243.3 | 203.2 |
Diluted (in Shares) | 286.1 | 272.3 | 203.2 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (295.6) | $ (76.7) | $ (304.4) |
Other comprehensive income (loss) | |||
Foreign currency translation adjustments | 241.1 | 204.6 | (777.1) |
Pension and post-retirement plans: | |||
Other comprehensive income (loss), net of tax (expense) benefit of $(2.2), ($0.9) and $3.2 for 2017, 2016 and 2015, respectively | 2.5 | 7.5 | (11.4) |
Reclassifications, net of tax expense of $2.1 for 2017, $0.0 for 2016 and 2015 | 8.4 | 0 | 0 |
Total pension and post-retirement plans | 10.9 | 7.5 | (11.4) |
Unrealized (loss) gain on available for sale securities: | |||
Other comprehensive (loss) income, net of tax benefit (expense) of $0.4, $0.6 and ($0.6) for 2017, 2016 and 2015, respectively | (2.2) | (0.8) | 1.1 |
Reclassifications, net of tax expense of $0.0 for 2017, 2016 and 2015 | 0.5 | 0 | 0 |
Other comprehensive (loss) income, net of tax benefit (expense) of $0.4, $0.6 and ($0.6) for 2017, 2016 and 2015, respectively | (1.7) | (0.8) | 1.1 |
Derivative financial instrument revaluation: | |||
Other comprehensive loss before reclassifications, net of tax (expense) benefit of $(4.3), $0.0 and $4.4 for 2017, 2016 and 2015, respectively | (4.6) | (9.6) | (8.1) |
Reclassifications, net of tax expense of $0.0 for 2017, 2016 and 2015 | 10.4 | 11.9 | 0 |
Total unrealized gain (loss) arising on qualified hedging derivatives | 5.8 | 2.3 | (8.1) |
Other comprehensive income (loss) | 256.1 | 213.6 | (795.5) |
Comprehensive (loss) income | (39.5) | 136.9 | (1,099.9) |
Comprehensive (income) loss attributable to the non-controlling interests | (4.3) | 1 | 35.8 |
Comprehensive income (loss) attributable to stockholders | $ (43.8) | $ 137.9 | $ (1,064.1) |
CONSOLIDATED STATEMENTS OF COM4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension and post-retirement plans: | |||
Before reclassification adjustments, tax | $ (2.2) | $ (0.9) | $ 3.2 |
Reclassification adjustment, tax | 2.1 | 0 | 0 |
Unrealized loss on available for sale securities: | |||
Before reclassification adjustments, tax | 0.4 | 0.6 | (0.6) |
Reclassification adjustment, tax | 0 | 0 | 0 |
Derivative financial instruments revaluation: | |||
Before reclassification adjustments, tax | (4.3) | 0 | 4.4 |
Reclassification adjustment, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash & cash equivalents | $ 477.8 | $ 422.6 |
Accounts receivable, net | 1,156 | 1,054.8 |
Inventories | 490.4 | 416.4 |
Prepaid expenses | 42.8 | 71.3 |
Other current assets | 173.6 | 106.1 |
Total current assets | 2,340.6 | 2,071.2 |
Property, plant & equipment, net | 452.3 | 460.5 |
Goodwill | 4,201.2 | 4,178.9 |
Intangible assets, net | 3,137.3 | 3,233.3 |
Other assets | 121 | 110.2 |
Total assets | 10,252.4 | 10,054.1 |
Liabilities & stockholders' equity | ||
Accounts payable | 461.8 | 383.6 |
Current installments of long-term debt and revolving credit facilities | 38.9 | 116.1 |
Accrued expenses and other current liabilities | 591.1 | 583 |
Total current liabilities | 1,091.8 | 1,082.7 |
Debt and capital lease obligations | 5,440.6 | 5,122.9 |
Pension and post-retirement benefits | 69 | 73.8 |
Deferred income taxes | 579.6 | 663.2 |
Contingent consideration | 79.2 | 75.8 |
Other liabilities | 132.2 | 145.9 |
Total liabilities | 7,392.4 | 7,164.3 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity | ||
Preferred stock - Series A | 0 | 0 |
Common stock, 400.0 shares authorized (2017: 287.4 shares issued; 2016: 284.2 shares issued) | 2.9 | 2.8 |
Treasury stock (2017: 0.0 shares; 2016: 0.0 shares) | (0.1) | 0 |
Additional paid-in capital | 4,032 | 3,981.3 |
Accumulated deficit | (869.7) | (573.5) |
Accumulated other comprehensive loss | (422) | (674.5) |
Total stockholders' equity | 2,743.1 | 2,736.1 |
Non-controlling interests | 116.9 | 153.7 |
Total equity | 2,860 | 2,889.8 |
Total liabilities and stockholders' equity | $ 10,252.4 | $ 10,054.1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares shares in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock authorized (in shares) | 400 | 400 |
Common stock issued (in shares) | 287.4 | 284.2 |
Treasury stock (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (295,600,000) | $ (76,700,000) | $ (304,400,000) |
Reconciliations of net loss to net cash flows provided by operating activities: | |||
Depreciation and amortization | 354,200,000 | 342,300,000 | 251,000,000 |
Deferred income taxes | (126,600,000) | (57,400,000) | (45,500,000) |
Amortization of inventory step-up | 0 | 11,700,000 | 76,500,000 |
Foreign exchange loss | 114,000,000 | 43,800,000 | 97,300,000 |
Goodwill impairment | 160,000,000 | 46,600,000 | 0 |
Gain on settlement agreement related to Series B Convertible Preferred Stock | 0 | (103,000,000) | 0 |
Other, net | 89,900,000 | 85,200,000 | 36,600,000 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (53,100,000) | (18,900,000) | 66,700,000 |
Inventory | (30,300,000) | 70,400,000 | (7,300,000) |
Accounts payable | 49,800,000 | (67,300,000) | 83,200,000 |
Accrued expenses | (9,200,000) | 25,400,000 | 51,500,000 |
Prepaid expenses and other current assets | (27,000,000) | (400,000) | (20,300,000) |
Other assets and liabilities | (44,000,000) | (116,900,000) | 35,600,000 |
Net cash flows provided by operating activities | 182,100,000 | 184,800,000 | 320,900,000 |
Cash flows from investing activities: | |||
Capital expenditures | (59,400,000) | (56,300,000) | (47,900,000) |
Investment in registrations of products | (40,500,000) | (36,400,000) | (34,400,000) |
Proceeds from disposal of property, plant and equipment | 17,500,000 | 20,600,000 | 25,800,000 |
Acquisition of business, net of cash acquired | (500,000) | 1,300,000 | (4,600,300,000) |
Restricted cash | (5,200,000) | (500,000) | 599,700,000 |
Note receivable | 0 | 0 | (125,000,000) |
Settlement of foreign exchange contracts in connection with acquisition | 0 | 0 | (73,100,000) |
Other, net | (4,500,000) | (3,400,000) | (1,300,000) |
Net cash flows used in investing activities | (92,600,000) | (74,700,000) | (4,256,500,000) |
Cash flows from financing activities: | |||
Debt proceeds, net of discount and premium | 4,142,700,000 | 3,300,900,000 | 3,921,800,000 |
Repayments of borrowings | (4,122,100,000) | (3,340,100,000) | (283,700,000) |
Change in lines of credit, net | (58,800,000) | 54,000,000 | (12,400,000) |
Proceeds from issuance of common stock, net | 1,400,000 | 391,500,000 | 469,500,000 |
Change in on-balance sheet factoring arrangements | (3,500,000) | (44,100,000) | (3,900,000) |
Payment of financing fees | (13,800,000) | (1,100,000) | (87,000,000) |
Settlement of Series B Convertible Preferred Stock | 0 | (460,000,000) | 0 |
Other, net | (13,300,000) | (3,300,000) | (3,100,000) |
Net cash flows (used in) provided by financing activities | (67,400,000) | (102,200,000) | 4,001,200,000 |
Effect of exchange rate changes on cash and cash equivalents | 33,100,000 | (17,500,000) | (30,700,000) |
Net increase (decrease) in cash and cash equivalents | 55,200,000 | (9,600,000) | 34,900,000 |
Cash and cash equivalents at beginning of period | 422,600,000 | 432,200,000 | 397,300,000 |
Cash and cash equivalents at end of period | 477,800,000 | 422,600,000 | 432,200,000 |
Supplemental disclosure information: | |||
Cash paid for interest | 322,800,000 | 360,100,000 | 147,600,000 |
Cash paid for income taxes | $ 145,000,000 | $ 121,200,000 | $ 73,300,000 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Non-Founder Director | Preferred Stock | Common Stock | Common StockNon-Founder Director | Common StockNon-employee | Additional Paid-in Capital | Additional Paid-in CapitalNon-Founder Director | Treasury Stock | Accumulated Deficit | Accumulated other Comprehensive (Loss) Income | Total Stockholders' Equity | Total Stockholders' EquityNon-Founder Director | Non- controlling Interest |
Balance (in shares) at Dec. 31, 2014 | 2,000,000 | 182,066,980 | 0 | |||||||||||
Balance at Dec. 31, 2014 | $ 2,552.6 | $ 0 | $ 1.9 | $ 2,812.4 | $ 0 | $ (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 income (loss) | (795.5) | (755.5) | (755.5) | (40) | ||||||||||
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 (in shares) | 75,000 | 2,500 | ||||||||||||
Issuance of common stock to former non-founder director for exercise of stock options | $ 0.9 | $ 0.9 | $ 0.9 | |||||||||||
Conversion of PDH Common Stock into common stock (in shares) | 578,874 | |||||||||||||
Conversion of PDH Common Stock into common stock | 0 | 6.6 | 6.6 | (6.6) | ||||||||||
Issuance of common stock under ESPP (in shares) | 44,361 | |||||||||||||
Issuance of common stock under ESPP | 0.7 | 0.7 | 0.7 | |||||||||||
Equity compensation expense | 0.9 | 0.9 | 0.9 | |||||||||||
Acquisition of non-controlling interest with Arysta Acquisition | 125.4 | 125.4 | ||||||||||||
Issuance of common stock at in equity offering (in shares) | 18,226,414 | |||||||||||||
Issuance of common stock in equity offering | 482.9 | $ 0.2 | 482.7 | 482.9 | ||||||||||
Issuance costs in connection with equity offering | (15) | (15) | (15) | |||||||||||
Acquisition of remaining interest in Arysta Colombia | (3.3) | (3.3) | ||||||||||||
Issuance of common shares at $12.56 per share in connection with Alent acquisition on December 1, 2015 (in shares) | 18,419,738 | |||||||||||||
Issuance of common shares at $12.56 per share in connection with Alent acquisition on December 1, 2015 | 231.4 | $ 0.2 | 231.2 | 231.4 | ||||||||||
Sale of 50.65% ownership in Arysta Toyo Green Co LTD, including maintenance subsidiary | (1.7) | (1.7) | ||||||||||||
Changes in non-controlling interests | (1.6) | (1.6) | ||||||||||||
Balance (in shares) at Dec. 31, 2015 | 2,000,000 | 229,464,157 | 0 | |||||||||||
Balance at Dec. 31, 2015 | 2,273.3 | $ 0 | $ 2.3 | 3,520.4 | $ 0 | (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 income (loss) | 213.6 | 211.6 | 211.6 | 2 | ||||||||||
Issuance of common stock (in shares) | 7,642 | |||||||||||||
Issuance of common stock to former non-founder director for exercise of stock options | 0 | |||||||||||||
Conversion of PDH Common Stock into common stock (in shares) | 325,431 | |||||||||||||
Conversion of PDH Common Stock into common stock | 0 | 3.8 | 3.8 | (3.8) | ||||||||||
Issuance of common stock under ESPP (in shares) | 136,060 | |||||||||||||
Issuance of common stock under ESPP | 0.9 | 0.9 | 0.9 | |||||||||||
Equity compensation expense | 7.4 | 7.4 | 7.4 | |||||||||||
Issuance of common stock at in equity offering (in shares) | 48,787,878 | |||||||||||||
Issuance of common stock in equity offering | 402.5 | $ 0.5 | 402 | 402.5 | ||||||||||
Issuance costs in connection with equity offering | (11.9) | (11.9) | (11.9) | |||||||||||
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 | 0 | |||||||||||
Balance at Dec. 31, 2016 | 2,889.8 | $ 0 | $ 2.8 | 3,981.3 | $ 0 | (573.5) | (674.5) | 2,736.1 | 153.7 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | (295.6) | (296.2) | (296.2) | 0.6 | ||||||||||
Other comprehensive income (loss) | 256.1 | 252.5 | 252.5 | 3.6 | ||||||||||
Exercise/ vesting of share based compensation (in shares) | 122,769 | 6,618 | ||||||||||||
Exercise/ vesting of share based compensation | $ 0 | 0.1 | $ (0.1) | |||||||||||
Issuance of common stock (in shares) | 15,319 | |||||||||||||
Conversion of PDH Common Stock into common stock (in shares) | 2,923,436 | |||||||||||||
Conversion of PDH Common Stock into common stock | $ 0 | $ 0.1 | 35.6 | 35.7 | (35.7) | |||||||||
Issuance of common stock under ESPP (in shares) | 138,566 | |||||||||||||
Issuance of common stock under ESPP | 1.3 | 1.3 | 1.3 | |||||||||||
Equity compensation expense | 11.7 | 11.7 | 11.7 | |||||||||||
Changes in non-controlling interests | (3.3) | 2 | 2 | (5.3) | ||||||||||
Balance (in shares) at Dec. 31, 2017 | 2,000,000 | 287,405,939 | 6,618 | |||||||||||
Balance at Dec. 31, 2017 | $ 2,860 | $ 0 | $ 2.9 | $ 4,032 | $ (0.1) | $ (869.7) | $ (422) | $ 2,743.1 | $ 116.9 |
CONSOLIDATED STATEMENT OF CHAN9
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (Parentheticals) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Ownership percentage sold | 50.65% |
Common Stock | |
Price of shares issued (in dollars per share) | $ 12.56 |
Common Stock | Issued In June 2015 Equity Offering | |
Price of shares issued (in dollars per share) | $ 26.50 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND BASIS OF PRESENTATION | BACKGROUND AND BASIS OF PRESENTATION Background – 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 and diversified producer of high-technology specialty chemical products. Platform's business involves the blending of a number of key ingredients to produce proprietary formulations. The Company operates in a wide variety of niche markets across multiple industries, including automotive, agricultural, animal health, electronics, graphics, and offshore oil and gas production and drilling. Platform delivers its products to customers through its sales and service workforce, regional distributors and manufacturing representatives. Platform has leading positions in niche segments of high-growth markets. The Company continually seeks opportunities to grow and enhance its strategic position by pursuing inorganic initiatives, focusing on specialty chemical businesses or assets within its existing or complementary end-markets, 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 capital investments. Platform regularly reviews acquisition opportunities and may acquire businesses that meet its acquisition criteria when it deems it to be financially prudent. 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 worldwide which are used in automotive production, electronics, commercial packaging and printing, and oil and gas production and drilling. Its products include chemicals for metal deposition, functional conversion coatings, electronics assembly materials, water-based hydraulic control fluids, photopolymers, and other specialty chemistries that modify surfaces. In conjunction with the sale of its products, the segment provides extensive technical service and support to assure functional performance of the process used at its customer manufacturing locations. The segment provides specialty chemical solutions through the following five businesses: Assembly Solutions, Electronics Solutions, Industrial Solutions, Graphic Solutions and Offshore Solutions. Agricultural Solutions – The Agricultural Solutions segment specializes in the development, formulation, registration, marketing and distribution of differentiated Crop Protection solutions, including BioSolutions and Seed Treatments, for a variety of crops and applications. Its diverse Crop Protection chemicals control biotic stresses, such as weeds (herbicides), insects (insecticides) and diseases (fungicides). Its portfolio of proven BioSolutions is comprised of BioStimulants, which are derived from natural substances applied to plants, seeds or the soil in order to enhance yields and help crops withstand abiotic stress, such as drought or cold, and BioControl products, which perform the same task as conventional Crop Protection products with, in many cases, the added benefit of reduced chemical residues. The solutions are offered in multiple forms, such as foliar applications (direct application to leaves), furrow treatment (treatment of soil trenches or grooves wherein seeds are sown) or Seed Treatment (seed coating prior to planting). Its products allow it to partner with growers to address the ever-increasing need for higher crop yield and food quality. Basis of Presentation – The accompanying Consolidated Financial Statements are prepared in accordance with GAAP and include the accounts of Platform and all of its controlled subsidiaries. The Company 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. In August 2017, the Company announced its intention to separate its Agricultural Solutions business into a standalone, independent company. The Agricultural Solutions business continues to be reported as part of the Company's continuing operations as the criteria for discontinued operations were not met at December 31, 2017. In preparing the Consolidated Financial Statements in conformity with GAAP, management must use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company applies judgment based on its understanding and analysis of the relevant circumstances, and by their nature, these judgments are subject to an inherent degree of uncertainty. Accordingly, actual results could differ significantly from the estimates applied. Certain prior year amounts have been reclassified to conform to the current year’s presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. Receivables and Allowance for Doubtful Accounts – The Company determines its allowance for doubtful accounts using a combination of factors to reduce trade receivable balances to their estimated net realizable amount. The Company maintains an allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, macroeconomic trends and conditions, significant one-time events, historical experience and the financial condition of customers. In addition, the Company records a specific reserve for individual accounts when it becomes aware of specific customer circumstances, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. The past due or delinquency status of a receivable is based on the contractual payment terms of the receivable. If circumstances related to the specific customer change, the Company adjusts estimates of the recoverability of receivables as appropriate. Credit risk with respect to accounts receivable is generally diversified due to the large number of entities comprising the Company's customer base and its dispersion across many different geographical regions. The Company performs ongoing credit evaluations of the financial condition of its third-party distributors and other customers, and requires collateral, such as letters of credit and bank guarantees, in certain circumstances. At December 31, 2017 and 2016 , the Company did not believe that it had any significant concentrations of credit risk that could materially impact its results 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 in the Consolidated Balance Sheets as non-current "Other assets." The Company regularly reviews inventories for obsolescence and excess quantities and calculates reserves based on historical write-offs, customer demand, product evolution, usage rates and quantities of stock on hand. Additional obsolescence reserves may be required if actual sales are less favorable than those projected. 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: Average useful life (in years) Buildings and building improvements 5 to 20 Machinery, equipment and fixtures 3 to 15 Computer hardware and software 3 to 7 Furniture and automobiles 3 to 7 Leasehold improvements Lesser of useful life or lease term Maintenance and repair costs are charged directly to expense; renewals and improvements which significantly extend the useful life of the asset are capitalized and expensed over remaining useful life. 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 – Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or when events or changes in circumstances indicate that goodwill might be impaired. The Company's reporting units are determined based upon its organizational structure in place at the date of the goodwill impairment test. During the fourth quarter of 2017, the Company elected to early adopt ASU No. 2017-04, “ Simplifying the Test for Goodwill Impairment” which eliminates "Step 2" from the goodwill impairment test, but still requires the Company to perform "Step 1" of impairment testing. 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 based on the present value of discounted future cash flows. Excluding certain nonrecurring charges, the discounted cash flows are prepared based upon cash flows at the reporting unit level. The cash flow model utilized in the goodwill impairment test involves significant judgments related to future growth rates, discount rates and tax rates, among other considerations from the vantage point of a market participant. 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 goodwill impairment loss is calculated as the difference between these amounts, limited to the amount of goodwill allocated to the reporting unit. Prior to the early adoption of this ASU, if the carrying value of the net assets assigned to the reporting unit exceeded the fair value of the reporting unit, the second step of the impairment test was performed to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeded its implied fair value, an impairment charge was recorded equal to the difference. The primary components of and assumptions used in the assessment consist 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, it 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. • Discount Rate Assumptions - Discount rates are estimated based on the WACC, which combines the required return on equity and 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 rated corporate bonds, adjusted using an income tax factor. • 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. Indefinite-Lived Intangible Assets - Indefinite-lived intangible assets are reviewed for potential impairment on an annual basis, in the fourth quarter, or more frequently when events or circumstances indicate that such assets may be impaired, by comparing their estimated fair values to their carrying values. An impairment charge is recognized when the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value. The Company uses the “relief from royalty” method to estimate the fair value of trade name intangible assets for impairment. The primary assumptions used to estimate the present value of cash flows from such assets include sales projections and growth rates being applied to a prevailing market-based royalty rate, the effects of which are then tax effected, and discounted using the WACC from the vantage point of a market participant. Assumptions concerning sales projections are impacted by the uncertain nature of global and local economic conditions in the various markets it serves. 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 trade names and up to 5 years for non-compete agreements. If circumstances require a long-lived asset group to be tested for possible impairment, the Company first determines if the estimated undiscounted future pre-tax 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 value 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, on a straight line basis, 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 finite-lived intangible assets. Asset Retirement Obligations (AROs) – 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 in the Consolidated Balance Sheets as “Accrued expenses and other current liabilities” and “Other 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 in the Consolidated Balance Sheets as “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 – Amounts recognized in the Company's Consolidated Financial Statements related to pension and other post-retirement benefits are determined from actuarial valuations. Inherent in such valuations are assumptions including expected return on plan assets, discount rates at which the liabilities could be settled, rates of increase in future compensation levels and mortality rates. These assumptions are updated annually and are disclosed in Note 10, Pension, Post-Retirement and Post-Employment Plans , to the Consolidated Financial Statements included in this 2017 Annual Report. In accordance with GAAP, actual results that differ from the assumptions are accumulated in other comprehensive income and amortized over future periods and, therefore, affect expense recognized. The Company considers a number of factors in determining and selecting assumptions for the overall expected long-term rate of return on plan assets. The Company considers the historical long-term return experience of its assets, the current and expected allocation of its plan assets and expected long-term rates of return. Expected long-term rates of return are derived with the assistance of investment advisors. The Company bases its expected allocation of plan assets on a diversified portfolio consisting of domestic and international equity securities, fixed income, real estate and alternative asset classes. The measurement date used to determine pension and other post-retirement benefits is December 31, at which time the minimum contribution level for the following year is determined. Derivatives – The Company operates internationally and uses certain financial instruments to manage its foreign currency exposures. To designate a derivative for hedge accounting at inception and throughout the hedge period, the Company formally documents the nature and relationships between hedging instrument and hedged item, 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 forecasted transactions are specifically identified, and the likelihood of each forecasted transaction occurring is deemed probable. If it is determined that a forecasted transaction will not occur, a 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 accumulated 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 " Other (expense) income, net " 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 Consolidated Balance Sheets 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 fair value of the commodities futures contracts in " Other (expense) income, net " in the Consolidated Statements of Operations. 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 their short maturities. 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 13, Financial Instruments , to the Consolidated Financial Statements. Equity Securities – Equity securities that have readily determinable fair values 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 the Consolidated Balance Sheets as "Other assets." 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 the Consolidated Balance Sheets as "Other assets." 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. 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 at 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 currencies 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 either upon shipment or delivery of product depending on when it is reasonably assured that both title and the risks and rewards of ownership have been passed on to the customer. Estimates for sales rebates, incentives and discounts, as well as sales returns and allowances, are accounted for as a reduction of revenue when the earnings process is complete. Sales rebates, incentives and discounts are typically earned by customers based on annual sales volume targets, which vary by each segment. The Company records an estimate for these accruals based on contract terms and our historical experience with similar programs. An estimate for future expected sales returns is recorded based on historical experience with product returns; however, additional allowances may be required if the historical data used to calculate these estimates does not approximate future sales returns. Differences between estimated expense and actual costs are normally immaterial and are recognized in earnings in the period such differences are determined. On a limited and discretionary basis, the Company allows certain distributors within the Agricultural Solutions segment extensions of credit on a portion of the sales to them 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. Research and Development – Research and development costs, which primarily relate to internal salaries, are expensed as incurred. Income Taxes – The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement basis and the tax bases of assets, liabilities, net operating losses and tax credit carryforwards. A valuation allowance is required to be recognized to reduce the recorded deferred tax asset to the amount that will more likely than not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income by jurisdiction during the periods in which those temporary differences become deductible or when carryforwards can be utilized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in this assessment. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets resulting in additional income tax expense. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change. Considering that the TCJA was enacted on December 22, 2017, the effect would normally be required to be recognized in the fourth quarter of 2017. The SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”) to address the application of GAAP in situations where a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In particular, SAB 118 clarifies that the impact of the TCJA must be accounted for and reported in one of three ways: (1) by reflecting the tax effects of the TCJA for which the accounting is complete; (2) by reporting provisional amounts for those specific income tax effects of the TCJA for which the accounting is incomplete but a reasonable estimate can be determined, with such provisional amounts (or adjustments to provisional amounts) identified in the measurement period, as defined therein, being included as an adjustment to tax expense in the period the amounts are determined; or (3) where the income tax effects cannot be reasonably estimated, no provisional amounts should be reported and the registrant should continue to apply the accounting standard for income taxes based on the provisions of the tax laws that were in effect immediately prior to the enactment of the TCJA. SAB 118 allows companies to record provisional amounts during a one year measurement period. The Company is subject to income taxes in the United States and in various states and foreign jurisdictions. Significant judgment is required in evaluating uncertain tax positions and determining provisions for income taxes. The first step in evaluating the tax position for recognition is to determine the amount of evidence that supports a favorable conclusion for the tax position upon audit. In order to recognize the tax position, the Company must determine whether it is more likely than not that the position is sustainable. The final evaluation step is to measure the tax benefit as the largest amount that has a more than 50% chance of being realized upon final settlement. Although the Company believes that the positions taken on income tax matters are reasonable, it establishes tax reserves in recognition that various taxing authorities may challenge certain of those positions taken, potentially resulting in additional tax liabilities. 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. Inputs in the model include assumptions 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 and market-based RSUs 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. Fair Value Measurements - The Company determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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 – inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 – inputs are 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 – inputs to valuation models are unobservable and/or reflect the Company’s market assumptions. The fair value hierarchy is based on maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Classification within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. 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. NAV Practical Expedient is the measure of fair value using the net asset value, or NAV, per share (or its equivalent) as an alternative to the fair value hierarchy discussed above. Out of Period Adjustments During 2017, the Company identified and corrected out-of-period errors originating in 2016 associated with income taxes. The impact of these errors was the overstatement of net loss in 2016 and the understatement of net loss in 2017 of $9.3 million . During 2016, the Company identified and corrected out of period errors originating in 2015 associated with income taxes, specifically the tax accounting for one of Arysta’s foreign subsidiary’s net operating loss carry-forwards in which the local tax law limited their use over time. The impact of this error ( $9.5 million ) and other immaterial errors was the understatement of net loss in 2015 and the overstatement of net loss in 2016 of approximately $9.3 million . As previously disclosed in the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2016, the Company identified and corrected an error that effected prior periods related to the allocation of expenses to non-controlling interests. On a cumulative basis since the first quarter of 2015, the Company determined $6.1 million of expenses were not properly allocated to its non-controlling interests resulting in an overstatement of “Non-controlling interests” and “Accumulated deficit” in the Company’s Consolidated Balance Sheets and an understatement of “Net loss attributable to non-controlling interests” and overstatement of “Net loss attributable to stockholders” in the Company's Consolidated Statements of Operations. Additionally, in connection with the preparation of the Company’s 2016 Consolidated Financial Statements, the Company identified and corrected an error in its 2015 Consolidated Financial Statements. This error was related to the original purchase accounting for the Arysta Acquisition. The Company used the foreign currency exchange rates at January 31, 2015 rather than February 13, 2015, the date of the acquisition, to translate the balance sheet. Accordingly, within the Consolidated Balance Sheet at December 31, 2016, “Goodwill” was increased by $15.1 million with a corresponding offset to “Foreign Currency Translation Adjustments” within “Accumulated Other Comprehensive Income (Loss).” The Company evaluated the errors impacting 2017, 2016 and 2015 individually and in the aggregate in relation to the quarterly and annual periods in which they originated and the quarterly and annual periods in which they were corrected. Management concluded that these adjustments were not material to the Company’s 2017, 2016 or 2015 Consolidated Financial Statements. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements Intangibles - Goodwill and Other (Topic 350) - In January 2017, the FASB issued ASU No. 2017-04, “ Simplifying the Test for Goodwill Impairment.” This ASU simplifies the testing for goodwill impairments by eliminating "Step 2" from the goodwill impairment test. Under the new guidance, goodwill impairment losses are calculated based on the "Step 1" computation with the impairment loss being equal to the amount by which a reporting unit's carrying amount exceeds its implied fair value, limited to the amount of goodwill allocated to the reporting unit. The guidance is effective prospectively as of January 1, 2020, with early adoption permitted. The Company elected to early adopt this guidance in connection with its 2017 annual impairment test. See Note 8, Goodwill and Intangible Assets , for more information. Recently Issued Accounting Pronouncements Not Yet Adopted Revenue from Contracts with Customers (Topic 606) - In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers, " as a new Topic, ASC Topic 606. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new guidance requires expanded disclosure of qualitative and quantitative information about the Company's revenues from contracts with customers. The Company assembled a project implementation team to assess the impact of the guidance by reviewing its current accounting policies and practices to identify potential differences that would result from applying the new requirements to its revenue contracts, including evaluating its performance obligations, principal versus agent considerations, contract costs, and variable consideration. The Company has completed its contract reviews and evaluation of impact and has concluded this guidance will not have a material impact on its financial statements upon adoption since the timing and pattern of revenue recognition will predominantly continue to be recognized as the Company’s performance obligation to ship or deliver its products is completed and the transfer of control has passed to the customer in accordance with the new standard. The Company will adopt the new guidance effective January 1, 2018 using the modified retrospective method. 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 ASU, which will be retrospectively adopted by the Company as of January 1, 2018, was issued to reduce diversity in practice for how certain cash receipts and cash payments are classified and presented in the statement of cash flows. Upon adoption of the new guidance, the Company will retrospectively report its 2017 and 2016 Consolidated Statements of Cash Flows for the following items: • Arrangements whereby the Company sells trade receivables to third parties without recourse and receives beneficial interests for a portion of these receivables, the proceeds of which are currently included in “Operating Activities” in the Condensed Consolidated Statements of Cash Flows. Under the new guidance, approximately $69.0 million and $3.9 million of beneficial interests will be disclosed as a non-cash activity, with cash receipts of approximately $44.3 million and $3.4 million classified as cash inflows from "Investing Activities" in the Consolidated Statements of Cash Flows for 2017 and 2016, respectively. • Cash payments for debt prepayments and debt extinguishment costs of approximately $8.8 million and $8.4 million will be reclassified from "Operating Activities" to "Financing Activities" in the Consolidated Statements of Cash Flows for 2017 and 2016, respectively. Income Taxes (Topic 740) - In October 2016, the FASB issued ASU No. 2016-16, " Intra-Entity Transfers of Assets Other than Inventory. " This ASU requires the recognition of income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs and removes the exception to postpone recognition until the asset has been sold to an outside party. The guidance is effective on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of January 1, 2018. The Company does not expect this ASU to have a material impact on its financial statements. Leases (Topic 842) - In February 2016, the FASB issued ASU No. 2016-02, “Leases.” This ASU requires lessees to recognize most leases in their balance sheets, but record expenses on their income statements in a manner similar to current accounting. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The guidance is effective on a modified retrospective basis as of January 1, 2019, with early adoption permitted. The Company continues to evaluate the impact of this ASU. See Note 17, Operating Lease Commitments , to the Consolidated Financial Statements. Derivatives and Hedging (Topic 815) - In August 2017, the FASB issued ASU No. 2017-12, “ Targeted Improvements to Accounting for Hedging Activities.” This ASU improves the financial reporting of hedge relationships by updating hedging designation and measurement guidance. The update also simplifies the application of existing hedge accounting guidance related to assessing hedge effectiveness. The guidance is effective prospectively as of January 1, 2019, and is applied to contracts in existence at the date of adoption, with the effects of which reflected as of January 1 of the year of adoption. Early adoption is permitted. The Company is evaluating the impact of this ASU. |
Acquisitions of Businesses
Acquisitions of Businesses | 12 Months Ended |
Dec. 31, 2017 | |
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. 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. 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 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 $646 million . On December 13, 2016, Platform settled all of its Series B Convertible Preferred Stock obligations under a certain settlement agreement entered into with the Arysta Seller in September 2016. See Note 14, Stockholders' Equity, to the Consolidated Financial Statements, under the heading " Series B Convertible Preferred Stock." The Company acquired Arysta to expand its presence in the agrochemical business, complementing the Agriphar and CAS acquisitions. Legacy Arysta provided a product offering of Crop Protection solutions, including BioSolutions and Seed Treatment products, to growers worldwide. Arysta is included in the Company's Agricultural Solutions business segment. Acquisition Net Sales and Net Income (Loss) During the year of their respective acquisitions, net sales and net income (loss) contributed by the Company's Acquisitions were as follows: ($ 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 ) As the integration continued to progress for the (i) OMG Malaysia, Alent, and OMG Acquisitions within the Company's Performance Solutions business segment, and the (ii) Arysta 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 acquisition in 2016 as well as the applicable amounts of identified assets acquired and liabilities assumed at the applicable acquisition date: ($ amounts in millions) OMG Malaysia Consideration Cash, net $ (1.3 ) Note receivable settlement 125.0 Total consideration $ 123.7 Acquisition costs $ 0.5 Identifiable assets acquired and liabilities assumed Accounts receivable $ 4.3 Inventories 6.4 Other current assets 0.2 Property, plant and equipment 4.7 Identifiable intangible assets 43.9 Current liabilities (3.5 ) Non-current deferred tax liability (11.3 ) Total identifiable net assets 44.7 Goodwill 79.0 Total purchase price $ 123.7 The excess of the cost of the OMG Malaysia Acquisition over the net of amounts assigned to the fair values of the assets acquired and the liabilities assumed was recorded as goodwill and represented the value of estimated synergies and the assembled workforces resulting from the Acquisition. The $79.0 million goodwill recorded in connection with the OMG Malaysia Acquisition is expected to be deductible for tax purposes. Identifiable intangible assets recorded in conjunction with the OMG Malaysia Acquisition were as follows: OMG Malaysia ($ amounts in millions) Fair Value Weighted average useful life (years) Customer lists $ 41.0 15.0 Developed technology 2.9 5.0 Total $ 43.9 14.3 Unaudited Pro Forma Net Sales and Net (Loss) Income Attributable to Stockholders 2016 Activity The OMG Malaysia Acquisition 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 Pro forma net sales $ 3,582.4 Pro forma net loss attributable to stockholders (328.1 ) In 2015, the Company incurred $35.9 million of acquisition-related expenses, net of taxes, which have been excluded from the 2015 pro forma net loss above in order to present such pro forma net loss as if the Alent, OMG, and Arysta Acquisitions had occurred on January 1, 2014. These pro forma results have been prepared to reflect fair value adjustments to intangible assets and the related amortization expense, net of tax, from January 1, 2014, as well as the post-acquisition capital structure. |
Accounts and Notes Receivable
Accounts and Notes Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
ACCOUNTS AND NOTES RECEIVABLE | ACCOUNTS AND NOTES RECEIVABLE Accounts Receivable December 31, ($ amounts in millions) 2017 2016 Total accounts receivable, net $ 1,157.7 $ 1,058.0 Non-current accounts receivable, net (1.7 ) (3.2 ) Current accounts receivable, net $ 1,156.0 $ 1,054.8 Total accounts receivables are net of an allowance for doubtful accounts of $47.6 million and $36.7 million at December 31, 2017 and 2016 , respectively. Accounts receivables classified as non-current at December 31, 2017 and 2016 were recorded in the Consolidated Balance Sheets as "Other assets." Notes 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 $2.4 million . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The major components of inventory, on a net basis, were as follows: December 31, ($ amounts in millions) 2017 2016 Finished goods $ 328.9 $ 273.8 Work in process 28.8 37.1 Raw materials and supplies 149.8 135.9 Total inventory, net 507.5 446.8 Non-current inventory, net (17.0 ) (30.4 ) Current inventory, net $ 490.4 $ 416.4 Inventory classified as non-current at December 31, 2017 and 2016 was recorded in the Consolidated Balance Sheets as "Other assets." In connection with Platform's acquisitions, the value of finished goods inventory was increased at the respective dates of acquisition to reflect fair value. During 2016 and 2015 , the Company amortized $11.7 million and $76.5 million , respectively, of the inventory step-up to "Cost of sales" in the Consolidated Statements of Operations based on inventory turnover of the various Acquisitions. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The major components of property, plant and equipment were as follows: December 31, ($ amounts in millions) 2017 2016 Land and leasehold improvements $ 108.8 $ 109.2 Buildings and improvements 149.8 141.8 Machinery, equipment, fixtures, and software 344.6 293.2 Construction in process 34.3 36.7 Total property, plant and equipment 637.5 580.9 Accumulated depreciation (185.2 ) (120.4 ) Property, plant and equipment, net $ 452.3 $ 460.5 For 2017 , 2016 and 2015 , the Company recorded depreciation expense of $78.3 million , $75.0 million and $48.9 million , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill by segment were as follows: ($ amounts in millions) Performance Solutions Agricultural Solutions Total Balance, December 31, 2015 Goodwill $ 2,147.2 $ 1,874.7 $ 4,021.9 Accumulated impairment losses — — — 2,147.2 1,874.7 4,021.9 Addition from acquisitions 66.9 — 66.9 Purchase accounting adjustments 29.7 15.1 44.8 Impairment write-off (46.6 ) — (46.6 ) Foreign currency translation and other (64.8 ) 156.7 91.9 Balance, December 31, 2016 Goodwill, gross 2,179.0 2,046.5 4,225.5 Accumulated impairment losses (46.6 ) — (46.6 ) 2,132.4 2,046.5 4,178.9 Impairment write-off — (160.0 ) (160.0 ) Foreign currency translation and other 120.2 62.1 182.3 Balance, December 31, 2017 Goodwill, gross 2,299.2 2,108.6 4,407.8 Accumulated impairment losses (46.6 ) (160.0 ) (206.6 ) $ 2,252.6 $ 1,948.6 $ 4,201.2 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. Beginning with the 2017 goodwill impairment test, subsequent to the early adoption of the new guidance, if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the goodwill impairment loss is calculated as the difference between these amounts, limited to the amount of goodwill allocated to the reporting unit. For the 2016 goodwill impairment test, prior to the early adoption of the new guidance, if the carrying value of the net assets assigned to the reporting unit exceeded the fair value of the reporting unit, the second step of the impairment test was performed to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeded its implied fair value, an impairment charge was recorded equal to the difference. During the fourth quarter of 2017, we performed our annual goodwill impairment test and determined that the carrying value of the Agro Business reporting unit within our Agricultural Solutions segment exceeded its fair value by $160 million . An impairment charge equal to this amount was recorded in the Consolidated Statement of Operations for 2017 . This impairment charge was driven primarily by a reduction in the estimated fair value of this reporting unit based on the impact of a delayed agricultural market recovery which resulted in lower expectations for future revenue, profitability and cash flows as compared to the expectations at the time of the 2016 annual goodwill impairment test. During 2016 , a goodwill impairment charge totaling $46.6 million was recorded, related to Performance Solutions' Offshore Solutions reporting unit. This impairment charge was the result of previously weak oil prices. We experienced the impact on our results, which slightly lagged the overall industry, as this ultimately 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. No impairments of goodwill were identified during the year ended December 31, 2015. Indefinite-Lived Intangible Assets The carrying value of indefinite-lived intangible assets, other than goodwill, which consists solely of trade names, was $386 million and $377 million at December 31, 2017 and 2016 , respectively. The Company found no indications of impairment related to its indefinite-lived intangible assets as a result of its annual impairment review. Finite-Lived Intangible Assets Intangible assets subject to amortization were as follows: December 31, 2017 December 31, 2016 ($ amounts in millions) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Customer lists $ 1,303.3 $ (263.5 ) $ 1,039.8 $ 1,245.9 $ (174.5 ) $ 1,071.4 Developed technology (1) 2,250.7 (557.0 ) 1,693.7 2,022.1 (254.9 ) 1,767.2 Trade names 30.3 (13.8 ) 16.5 25.1 (8.2 ) 16.9 Non-compete agreement 2.8 (1.3 ) 1.5 1.9 (1.1 ) 0.8 Total $ 3,587.1 $ (835.6 ) $ 2,751.5 $ 3,295.0 $ (438.7 ) $ 2,856.3 (1) Includes in-process registration rights awaiting completion before amortization commences. For 2017 , 2016 , and 2015 , the Company recorded amortization expense on intangible assets of $276 million , $267 million and $202 million , respectively. Estimated future amortization of intangible assets for each of the next five years is as follows: ($ amounts in millions) Amortization Expense 2018 $ 282.6 2019 282.4 2020 277.9 2021 269.5 2022 254.9 |
Long-term Compensation Plans
Long-term Compensation Plans | 12 Months Ended |
Dec. 31, 2017 | |
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, which were reserved and made available for issuance under the 2013 Plan. For 2017 , 2016 and 2015 , compensation expense associated with the Company's long-term compensation plans was as follows: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Equity classified RSUs $ 10.4 $ 6.5 $ 0.8 Liability classified share-based payments 0.6 0.4 (0.1 ) Stock options 0.8 0.5 — Long-term cash bonus plans — (0.1 ) 0.1 Total $ 11.8 $ 7.3 $ 0.8 Unrecognized compensation expense for awards expected to vest $ 22.2 Weighted average remaining vesting period (months) 19.1 At December 31, 2017 , a total of 496,203 shares of common stock had been issued, and 3,500,726 RSUs and stock options were outstanding under the 2013 Plan. Total RSUs Stock Options (1) Equity Classified Liability Classified Outstanding at December 31, 2016 3,003,003 2,117,493 320,312 565,198 Granted 1,373,921 1,117,719 — 256,202 Exercised/Issued (122,769 ) (107,450 ) — (15,319 ) Forfeited (578,429 ) (503,911 ) (634 ) (73,884 ) Outstanding at December 31, 2017 3,675,726 2,623,851 319,678 732,197 (1) Includes 175,000 stock options not issued under the 2013 Plan. The total fair value of RSUs which vested during 2017 was $1.4 million based on market prices on the vesting dates. Equity Classified RSUs The Company granted the following equity classified RSUs under the 2013 Plan: Year of Issuance: RSUs Weighted average grant date fair value Weighted average vesting period (months) 2017 1,117,719 $ 16.08 31.2 2016 1,754,868 10.85 33.8 2015 453,260 24.55 54.6 Certain of the RSUs granted during the period contain performance or market vesting conditions in addition to a service vesting condition. RSUs granted with service or performance vesting conditions were valued at the grant date stock price. The grant date fair value of RSUs containing a market vesting condition were estimated using a Monte Carlo simulation of the performance of the Company's common stock relative to the S&P MidCap 400. Certain of the 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 certain applicable measurement periods. These conditions are generally based on return on invested capital ("ROIC") or total stockholder return ('TSR") targets. The following table provides the range of assumptions used in valuing RSUs containing market vesting conditions: Year Ended December 31, 2017 2016 Weighted average expected term (years) (1) 3.00 3.00 Expected volatility (2) 52.1% 53.0% Risk-free rate (3) 1.50% 1.05% (1) Weighted average expected term is calculated based on the award vesting period. (2) Expected volatility is calculated based on a blend of the implied and historical equity volatility of an index of comparable companies over a period equal to the expected term. (3) Risk-free rate of return is based on an interpolation of U.S. Treasury rates to reflect an expected term of three years at the date of grant. At December 31, 2017 , the following equity classified RSUs were outstanding: December 31, 2017 Vesting Conditions: Outstanding Weighted average remaining vesting period (months) Potential additional awards Service-based 931,906 16.9 — Performance-based 947,013 17.7 617,020 Market-based 744,932 21.0 1,443,238 Total 2,623,851 18.4 2,060,258 In addition, the Board has approved 83,333 RSUs under the 2013 Plan which vesting is conditioned upon the achievement of certain 2018 Adjusted EBITDA performance targets, with a maximum payoff of 100% . This performance target will be established as a part of the 2018 planning process. As a result, these RSUs are and will be excluded from the above grant activity until the performance target is set. For all equity classified RSUs, shares are issued immediately upon satisfaction of vesting conditions. Liability Classified Share-Based Payments During 2014, the Company granted to certain employees RSUs that vest on December 31, 2020. These RSUs are subject to an Adjusted EBITDA performance condition and 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. Compensation expense (income) was calculated based on a market value that is remeasured each reporting period. Stock Options The Company granted the following non-qualified stock options under the 2013 Plan: Year of Issuance: Stock Options Weighted average strike price per share Weighted average grant date fair value per share 2017 256,202 $ 13.30 $ 6.05 2016 390,198 8.05 4.35 Stock options are subject to graded-vesting over a three -year period and have contractual lives of ten years from the grant date. The fair value of the grants is calculated using the Black-Scholes option pricing model at the grant date. The following table provides the range of assumptions used in valuing stock options: Year Ended December 31, 2017 2016 Weighted average expected term (years) (1) 6.0 6.0 Expected volatility (2) 45.0% 53.0% Risk-free rate (3) 2.09% 1.52% to 1.56% Expected dividend rate —% —% (1) Weighted average expected term is calculated based on the simplified method for plain vanilla options. (2) Expected volatility is calculated based on a blend of the implied and historical equity volatility of an index of comparable companies over a period equal to the expected term. (3) Risk-free rate of return is based on an interpolation of U.S. Treasury rates to reflect an expected term of six years at the date of grant. At December 31, 2017 , 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, 110,662 outstanding stock options which were vested and in-the-money, with an aggregate intrinsic value of $0.2 million , and 446,535 outstanding stock options which were unvested, with an aggregate intrinsic value of $0.4 million . Long-Term Cash Bonus Plan (LTCB) During 2015, the Company established the LTCB under the 2013 Plan. At December 31, 2017 , the plan provided participants the potential right to receive bonuses totaling $6.5 million . 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. In 2016, the Company assessed that the performance conditions associated with the LTCB were not probable of being met during the specified measurement period. As a result, the Company ceased accruing compensation expense associated with these awards and reversed the previously recorded compensation expense. At December 31, 2017 , the Company maintains that the performance conditions associated with the LTCB are not probable of being met and therefore has not accrued any related expense during the year. |
Pension, Post-Retirement and Po
Pension, Post-Retirement and Post-Employment Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [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-retirement medical and dental plan for certain domestic employees. Aggregate (losses) income reported in net earnings for these plans by the Company for 2017 , 2016 and 2015 totaled $(12.8) million , $(4.1) million and $1.0 million , respectively. Domestic Defined Benefit Pension Plan This domestic 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. 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 50% of plan investments for long-term growth, 49% for liability-matching assets and 1% 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 weighted average asset allocation of this pension plan was 49% fixed income mutual fund holdings, 27% equity securities, 19% limited partnership interests, 4% collective investment funds and 1% cash at December 31, 2017 . 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. At December 31, 2017 and 2016 , the projected benefit obligation for this pension plan was $218 million and $206 million , respectively. 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 includes an employee’s annual salary and bonus. At December 31, 2017 and 2016 , the projected benefit obligation for the SERP was $8.5 million and $7.9 million , respectively. Foreign Pension Plans The Company's U.K. Pension Plan, which was comprised of a defined benefit plan and a defined contribution plan providing retirement and death benefit plans to employees in the U.K., was transferred to Pension Insurance Corporation plc, or PIC, as of December 31, 2017, in accordance with an agreement entered in to by the plan trustees in October 2014, and the related plan liabilities were settled. For 2017 , the Company reclassified $9.8 million from accumulated other comprehensive income (loss) to reflect the settlement of the pension obligation. The Company has other international benefit plans, including in Taiwan, Germany and France. These plans, which are included in the tables presented below, are not significant, individually or in the aggregate, to the Company's consolidated financial position, results of operations or cash flows. 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 $7.7 million and $5.1 million at December 31, 2017 and 2016 , respectively, which were recorded in the Consolidated Balance Sheets as "Pension and post-retirement benefits," and were excluded from from the tables presented below. Domestic Defined Benefit Post-Retirement Medical and Dental Plan The Company sponsors defined benefit post-retirement medical and dental plans that covers all of its MacDermid domestic full-time employees, hired prior to April 1, 1997, who retire after age 55 , with at least ten to twenty years of service (depending upon the date of hire). Eligible employees receive a subsidy from the Company towards the purchase of their retiree medical benefits based on the date of retirement. The annual increase in the Company’s costs for post-retirement medical benefits is subject to a limit of 5% . Retirees are required to contribute to the plan costs in excess of their respective Company limits in addition to their other required contributions. The projected benefit obligation for the post-retirement plan at December 31, 2017 comprised 35% retirees, 39% fully eligible active participants and 26% other participants. The actuarial determination of the Company's accumulated benefit obligation associated with the plan for post-retirement medical benefits assumes annual cost increases of 2% and 4% , based on the date of retirement. As a result of the above mentioned plan limits, the effect of an increase in the healthcare cost trend on the Company's accumulated benefit obligation and the service and interest costs associated therewith is limited to an immaterial amount. The components of net periodic benefit cost of the Domestic and Foreign Pension Plans and Post-retirement Medical Benefits were as follows: Year Ended December 31, 2017 2016 2015 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Service cost $ — $ 2.1 $ — $ 1.8 $ — $ 1.4 Interest cost on the projected benefit obligation 8.8 2.3 10.1 3.1 6.8 2.8 Expected return on plan assets (10.1 ) (1.9 ) (11.6 ) (2.6 ) (9.9 ) (2.7 ) Amortization of prior service cost — — — 0.6 — — Amortization of actuarial net loss — 0.1 — 0.2 — — Plan curtailment — 0.3 — (0.1 ) — — Plan settlement — 10.2 1.7 0.2 — — Net periodic (benefit) cost $ (1.3 ) $ 13.1 $ 0.2 $ 3.2 $ (3.1 ) $ 1.5 Post-retirement Medical Benefits Service cost $ — $ 0.1 $ — $ 0.1 $ 0.1 $ 0.1 Interest cost on the projected benefit obligation 0.4 0.4 0.4 0.2 0.3 0.1 Amortization of net loss — 0.1 — — — — Net periodic cost $ 0.4 $ 0.6 $ 0.4 $ 0.3 $ 0.4 $ 0.2 The weighted average key assumptions used to determine the net periodic benefit cost of the Domestic and Foreign Pension Plans are as follows: Year Ended December 31, 2017 2016 2015 Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Discount rate 4.2 % 2.3 % 4.6 % 2.8 % 4.2 % 2.5 % Rate of compensation increase 3.5 % 3.3 % 3.5 % 3.3 % 3.5 % 2.9 % Long-term rate of return on assets 5.9 % 2.3 % 6.5 % 2.9 % 7.4 % 2.5 % Post-retirement Medical Benefits Discount rate 4.2 % 12.2 % 4.4 % 14.0 % 4.2 % 14.5 % 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 benefit obligation, plan assets and funded status of the Company’s plans: Pension and SERP Benefits Post-retirement Medical Benefits 2017 2016 2017 2016 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Change in Benefit Obligation: Beginning of period balance $ 213.5 $ 103.0 $ 230.5 $ 112.7 $ 9.6 $ 3.1 $ 9.4 $ 1.4 Additions — 0.6 — 2.7 — — — — Service cost — 2.1 — 1.8 — 0.1 0.1 0.1 Plan amendments — — — (6.9 ) — — — — Interest cost 8.8 2.3 10.1 3.1 0.4 0.4 0.4 0.2 Plan curtailment — (0.1 ) — (0.1 ) — — — — Employee contributions — — — — — — 0.3 — Actuarial (gain) loss due to assumption change — (1.4 ) — 14.5 — 0.3 — 0.5 Actuarial loss (gain) due to plan experience 13.8 0.3 5.0 (2.1 ) 0.2 0.9 0.2 0.6 Benefits and expenses paid (9.9 ) (6.5 ) (9.2 ) (6.6 ) (0.5 ) (0.2 ) (0.8 ) (0.1 ) Settlement — (72.2 ) (22.9 ) (2.5 ) — — — — Foreign currency translation — 6.1 — (13.6 ) — (0.1 ) — 0.4 End of period balance $ 226.2 $ 34.2 $ 213.5 $ 103.0 $ 9.7 $ 4.5 $ 9.6 $ 3.1 Change in Plan Assets: Beginning of period balance $ 176.6 $ 85.0 $ 184.5 $ 93.7 $ — $ — $ — $ — Additions — 0.5 — — — — — — Actual return on plan assets, net of expenses 29.8 0.5 17.9 11.3 — — — — Employer contributions 3.1 1.8 6.2 2.5 0.5 0.2 0.5 0.1 Employee contributions — — — — — — 0.3 — Benefits paid (9.9 ) (6.5 ) (9.1 ) (6.6 ) (0.5 ) (0.2 ) (0.8 ) (0.1 ) Settlement — (72.2 ) (22.9 ) (2.5 ) — — — — Foreign currency translation — 3.9 — (13.4 ) — — — — End of period balance $ 199.6 $ 13.0 $ 176.6 $ 85.0 $ — $ — $ — $ — Funded Status Funded status of plan $ (26.6 ) $ (21.2 ) $ (36.9 ) $ (18.0 ) $ (9.7 ) $ (4.5 ) $ (9.6 ) $ (3.1 ) The aggregate accumulated benefit obligation for all defined benefit pension plans was $244 million and $300 million at December 31, 2017 and 2016 , respectively. At December 31, 2017 , the aggregate accumulated benefit obligation and aggregate fair value of plan assets for plans with accumulated benefit obligations in excess of plan assets were $244 million and $209 million , respectively. At 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 $186 million , respectively. Weighted average key assumptions used to determine the benefit obligations in the actuarial valuations of the pension and post-retirement benefit liabilities are as follows: Pension and SERP Benefits Post-retirement Medical Benefits 2017 2016 2017 2016 Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Discount rate 3.7 % 3.0 % 4.2 % 2.3 % 3.7 % 9.9 % 4.2 % 12.2 % Rate of compensation increase 3.5 % 3.4 % 3.5 % 3.0 % N/A N/A N/A N/A (N/A) Not applicable as compensation rates are not used in the determination of benefit obligations under the post-retirement benefit plans. Amounts recognized in the Consolidated Balance Sheets and Accumulated Other Comprehensive Income (Loss) consist of the following: Pension and SERP Benefits Post-retirement Medical Benefits 2017 2016 2017 2016 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Balance Sheet Other assets $ — $ 3.6 $ — $ 4.0 $ — $ — $ — $ — Accrued expenses and other current liabilities 1.1 0.7 0.7 0.6 0.6 0.2 0.6 0.2 Pension and post-retirement benefits 25.5 24.1 36.2 21.4 9.1 4.3 9.0 2.9 Accumulated Other Comprehensive Income (Loss) Balance Sheet Net actuarial loss $ (7.0 ) $ (3.1 ) $ (12.8 ) $ (12.3 ) $ (0.8 ) $ (2.2 ) $ (0.6 ) $ (1.1 ) Prior service costs (0.1 ) — (0.1 ) (0.3 ) N/A N/A N/A N/A 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 following table presents the fair value of plan assets: December 31, ($ amounts in millions) Classification 2017 2016 Asset Category Domestic equities Level 1 $ 31.8 $ 31.1 Foreign equities Level 1 18.3 — Mutual funds holding domestic securities Level 1 4.0 5.5 U.S. Treasuries Level 2 14.6 4.9 Mutual funds holding U.S. Treasury Securities Level 1 9.2 12.0 Mutual funds holding fixed income securities Level 1 74.6 14.6 Insurance "Buy-In" Policy (a) Level 3 — 70.2 Foreign public bonds Level 2 5.3 5.1 Corporate bonds Level 2 — 1.2 Cash and cash equivalents Level 1 10.1 15.1 Sub-Total 167.9 159.7 Assets using net asset value (or NAV) as a practical expedient 44.7 101.9 Total $ 212.6 $ 261.6 (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, which was transferred to PIC, as of December 31, 2017. 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. At December 31, 2017 , 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 2018 $ 12.0 $ 1.6 $ 0.7 $ 14.3 2019 12.0 1.8 0.8 14.6 2020 12.2 1.7 0.8 14.7 2021 12.1 1.8 0.8 14.7 2022 12.7 1.9 0.8 15.4 Subsequent five years 64.1 11.1 4.0 79.2 Total $ 125.1 $ 19.9 $ 7.9 $ 152.9 The measurement date used to determine pension and other post-retirement medical benefits was December 31, 2017 , at which time the minimum contribution level for the following year was determined. The Company's expected contribution to the pension and other post-retirement plans is $3.4 million in 2018. |
Debt, Factoring and Customer Fi
Debt, Factoring and Customer Financing Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT, FACTORING AND CUSTOMER FINANCING ARRANGEMENTS | DEBT, FACTORING AND CUSTOMER FINANCING ARRANGEMENTS The Company’s debt and capital lease obligations consisted of the following: ($ amounts in millions) Maturity Date Interest Rate December 31, 2017 December 31, 2016 USD Senior Notes (1) 2022 6.50% $ 1,086.1 $ 1,083.2 EUR Senior Notes (1) 2023 6.00% 415.1 362.4 USD Senior Notes (1) 2021 10.375% — 489.0 USD Senior Notes (1) 2025 5.875% 783.2 — First Lien Credit Facility - USD Term Loans (2) 2020 > of 4.50% or — 582.5 First Lien Credit Facility - USD Term Loans (2) 2020 > of 3.50% or 620.4 — First Lien Credit Facility - USD Term Loans (2) (3) 2021 > of 5.00% or — 1,444.2 First Lien Credit Facility - USD Term Loans (2) (3) 2021 > of 4.00% or 1,121.2 — First Lien Credit Facility - Euro Term Loans (2) 2020 > of 4.25% or EURIBOR plus 3.25% — 726.5 First Lien Credit Facility - Euro Term Loans (2) 2020 > of 3.25% or EURIBOR plus 2.50% 694.3 — First Lien Credit Facility - Euro Term Loans (2) (3) 2021 > of 4.75% or EURIBOR plus 3.75% — 450.7 First Lien Credit Facility - Euro Term Loans (2) (3) 2021 > of 3.50% or EURIBOR plus 2.75% 716.0 — Borrowings under the Revolving Credit Facility LIBOR plus 3.00% — — Borrowings under lines of credit (4) 28.5 86.0 Capital leases and other 14.7 14.5 Total debt and capital lease obligations 5,479.5 5,239.0 Less: current installments of long-term debt and revolving credit facilities 38.9 116.1 Total long-term debt and capital lease obligations $ 5,440.6 $ 5,122.9 (1) Net of unamortized premium, discounts and debt issuance costs of $35.5 million and $33.4 million at December 31, 2017 and 2016 , respectively. Weighted average effective interest rate of 6.53% and 7.81% at December 31, 2017 and 2016 , respectively. (2) First Lien Credit Facility term loans net of unamortized discounts and debt issuance costs of $33.3 million and $64.0 million at December 31, 2017 and 2016 , respectively. Weighted average effective interest rate of 4.53% and 5.64% at December 31, 2017 and 2016 , respectively, including the effects of interest rate swaps. See Note 13, Financial Instruments, to the Consolidated Financial Statements for further information regarding the Company's interest rate swaps. (3) The maturity date will extend to June 7, 2023, provided that the Company is able to prepay, redeem or otherwise retire and/or refinance in full its 1.10 billion , 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021. (4) Weighted average interest rate of 3.51% and 4.48% at December 31, 2017 and 2016 , respectively. Minimum future principal payments on long-term debt and capital lease obligations were as follows: ($ amounts in millions) Long-Term Debt Capital Leases Total 2018 $ — $ 0.7 $ 0.7 2019 — 0.6 0.6 2020 1,330.8 0.5 1,331.3 2021 (*) 1,854.4 0.5 1,854.9 2022 1,100.0 0.4 1,100.4 Thereafter 1,219.9 1.6 1,221.5 Total $ 5,505.1 $ 4.3 $ 5,509.4 (*) 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 $1.85 billion of first lien debt will be extended to June 7, 2023 from November 2, 2021. 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. At December 31, 2017 , the maximum borrowing capacity under the Amended and Restated Credit Agreement totaled $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. 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. Approximately $15.0 million of our total borrowing capacity of $500 million under the Revolving Credit Facility matures on June 7, 2018. The remainder of our Revolving Credit Facility matures on June 7, 2019, representing lenders who consented to an extension. 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. The Company entered into Amendment No. 7 on April 18, 2017 and Amendment No. 8 on October 3, 2017 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-4 and B-5 term loans, and euro tranche C-3 and C-4 term loans by creating new U.S. dollar tranche B-6 and B-7 term loans and new euro tranche C-5 and C-6 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 refinancings, the Company wrote-off $18.9 million , consisting primarily of deferred financing fees and original issuance discounts on the modification of the existing debt, which was recorded in "Total other expense" in the Consolidated Statement of Operations, and expensed $8.8 million of debt issuance costs, which was recorded in "Selling, technical, general and administrative" expense in the Consolidated Statement of Operations. The effects of the term loan refinancings resulting from Amendments No. 7 and 8 were as follows: ($ amounts in millions) Balance before refinancing Refinancing Balance after refinancing U.S. Dollar Tranche B-4 Term Loan due 2021 $ 1,467.6 $ (1,467.6 ) $ — U.S. Dollar Tranche B-6 Term Loan due 2021 — 1,231.0 1,231.0 U.S. Dollar Tranche B-5 Term Loan due 2020 603.9 (603.9 ) — U.S. Dollar Tranche B-7 Term Loan due 2020 — 680.0 680.0 Euro Tranche C-3 Term Loan due 2021 462.3 (462.3 ) — Euro Tranche C-5 Term Loan due 2021 — 697.5 697.5 Euro Tranche C-4 Term Loan due 2020 814.0 (814.0 ) — Euro Tranche C-6 Term Loan due 2020 — 740.0 740.0 Totals repriced first lien debt $ 3,347.8 $ 0.7 $ 3,348.5 In connection with the April 2017 refinancing of the Company's previously-existing U.S. dollar denominated B-4 and euro denominated C-3 term loan tranches, Amendment No. 7 effectively reduced interest rates by 100 basis points for each of the new U.S. dollar denominated term loans and the new euro denominated term loans. In addition, the EURIBOR floor was reduced from 1.00% to 0.75% on the new euro denominated term loans. The new tranche B-6 term loans bear interest at 3.00% per annum, plus an applicable eurocurrency rate, or 2.00% plus an applicable base rate, and the new euro tranche C-5 term loans bear interest at 2.75% 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. 7 and above, the U.S. dollar tranche B-6 term loans have identical terms as the U.S. dollar denominated tranche B-5 term loans and the euro tranche C-5 term loans have identical terms as the euro denominated tranche C-4 term loans and are, in each case, otherwise subject to the provisions of the Amended and Restated Credit Agreement. In connection with the October 2017 refinancing of the Company's previously-existing U.S. dollar denominated B-5 and euro denominated C-4 term loan tranches, Amendment No. 8 effectively reduced interest rates by 100 basis points for each of the new U.S. dollar denominated term loans and the new euro denominated term loans. In addition, the EURIBOR floor was reduced from 1.00% to 0.75% on the new euro denominated term loans. The new U.S. dollar tranche B-7 term loans bear interest at 2.50% per annum, plus an applicable eurocurrency rate, or 1.50% plus an applicable base rate, and the new euro tranche C-6 term loans bear interest at 2.50% per annum, plus an applicable eurocurrency rate, in each case as calculated in the Amended and Restated Credit Agreement. The new term loans mature in June 2020, which is unchanged from the refinanced U.S. dollar denominated B-5 and euro denominated C-4 term loan tranches. Except as set forth in Amendment No. 8 and above, the U.S. dollar tranche B-7 term loans have identical terms as the U.S. dollar denominated tranche B-6 term loans and the euro tranche C-6 term loans have identical terms as the euro denominated tranche C-5 term loans and are, in each case, 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. In particular, the Revolving Credit Facility 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. Borrowings under the Amended and Restated Credit Agreement are also subject to mandatory prepayment provisions in the case of excess cash flow, 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. At December 31, 2017 , 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 $481 million , net of letters of credit, under the Revolving Credit Facility. Senior Notes 2017 Notes Offerings On November 24, 2017, the Company completed a private offering of $550 million aggregate principal amount of 5.875% senior notes due December 1, 2025, raising gross proceeds of approximately $546 million . Interest on these notes is payable semi-annually in arrears, on June 1 and December 1 of each year, beginning on June 1, 2018. The proceeds from this offering were used to pay the consideration of the cash tender offer and consent solicitation for, as well as redemption of, any and all of the Company's then outstanding 10.375% USD Notes due 2021, described under " Cash Tender Offer and Redemption " below. On December 8, 2017, the Company completed a tack-on private offering of $250 million aggregate principal amount of additional 5.875% USD Notes due 2025, raising gross proceeds of approximately $250 million . The additional notes have the same terms as, and are fungible and form a single series with, the 5.875% USD Notes due 2025 issued in November 2017. The Company used the proceeds from this offering to repay a portion of its existing terms loans under the Amended and Restated Credit Agreement, and, as a result, it wrote-off $2.7 million of deferred financing fees and original issuance discounts on the modification of the existing debt, which was recorded in " Other (expense) income, net " in the Consolidated Statement of Operations Indentures 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. In addition, the 5.875% USD Notes Indenture provides that, in connection with the satisfaction of certain financial covenants and other conditions, all of the then direct and indirect subsidiaries constituting Platform's Agricultural Solutions business may be designated as unrestricted subsidiaries and, as applicable, released from their guarantees of the 5.875% senior notes due 2025. Subsequent to such "Arysta Unrestricted Designation," a sale of Platform's Agricultural Solutions business through the sale of capital stock or assets may be considered a “Qualified Arysta Equity Offering.” In general, Platform may have the right to use an aggregate amount of net cash proceeds from a Qualified Arysta Equity Offering, not to exceed 50% of such net cash proceeds, for permitted restricted payments (including dividends and repurchases of capital stock) to the extent that an equal amount of net cash proceeds is used to permanently reduce debt in accordance with the 5.875% USD Notes Indenture. In addition, after or contemporaneously with the Arysta Unrestricted Designation, any dividend or distribution of common shares of unrestricted subsidiaries constituting all or part of Platform's Agricultural Solutions business in connection with any cashless spin-off transaction shall not be considered an Asset Sale. Cash Tender Offer and Redemption On December 8, 2017, the Company completed the cash tender offer and consent solicitation for, as well as the redemption of, any and all of its then outstanding 10.375% USD Notes due 2021. None of the 10.375% USD Notes due 2021 remain outstanding. In connection with the cash tender offer and redemption, the Company expensed $52.8 million , consisting of a tender offer premium of $43.7 million , and the write-off of deferred financing fees and original issue premiums on the extinguishment of the existing note of $9.1 million , which was recorded in " Other (expense) income, net " in the Consolidated Statement of Operations. 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. At December 31, 2017 and 2016 , the aggregate principal amount outstanding under such facilities totaled $28.5 million and $86.0 million , respectively. The Company also had letters of credit outstanding of $29.5 million and $32.6 million at December 31, 2017 and 2016 , respectively, of which $18.6 million and $11.8 million at December 31, 2017 and 2016 , respectively, reduced the borrowings available under the various facilities. At December 31, 2017 and 2016 , the availability under these facilities was approximately $606 million and $561 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 $236 million and $151 million of eligible trade receivables at December 31, 2017 and 2016 , respectively. The Company had utilized approximately $124 million and $73.9 million of these arrangements at December 31, 2017 and 2016 , respectively. The receivables under these arrangements are excluded from the Consolidated Balance Sheets and the proceeds are included in "Operating Activities" in the Consolidated Statements of Cash Flows. Costs associated with these programs are included in "Selling, technical, general and administrative" expense in the 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 $71.1 million and $65.3 million of eligible trade receivables at December 31, 2017 and 2016 , respectively. The Company had utilized approximately $34.6 million and $38.3 million of these arrangements at December 31, 2017 and 2016 , respectively. The proceeds from these arrangements are accounted for as "Financing Activities" in the Consolidated Statements of Cash Flows. Costs associated with these programs are included in "Interest expense, net," in the Consolidated Statements of Operations. Precious Metals Contracts 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 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Tax Reform On December 22, 2017, the TCJA was enacted into law in the United States. The legislation contains several key tax provisions including the reduction of the corporate income tax rate to 21% effective January 1, 2018, and a one-time transition tax on foreign earnings which have not previously been subject to tax in the United States, as well as a variety of other changes, including limitation of the tax deductibility of interest expense, limitations for the deduction for net operating losses, new taxes on certain foreign-sourced earnings, and modification or repeal of many business deductions and credits. The SEC staff issued SAB 118 which allows companies to record provisional amounts during a one-year measurement period. At December 31, 2017, the Company has not completed its accounting for the tax effects of the enactment of the TCJA; however, the Company estimated what it believes to be the effects of the TCJA on its existing deferred tax balances, unrecognized tax benefits and the one-time transition tax, and recorded a provisional estimate for these tax effects. The Company recognized a provisional $46.3 million income tax benefit in 2017 as a result of remeasuring U.S. federal deferred taxes for the change in the statutory tax rate and a partial release of the U.S. federal valuation allowance due to changes in the carryforward period and limitation on the utilization of future net operating losses. The valuation allowance analysis is subject to significant judgment and may change as the Company completes its analysis of the impacts of the enactment of the TCJA. The Company also made a reasonable estimate of the impact of the one-time transition tax on foreign earnings which have not previously been subject to tax in the United States. The Company believes foreign tax credits will be utilized to offset the one-time transition tax. Significant technical analysis is required to further substantiate the foreign earnings subject to the one-time transition tax as well as the utilization of foreign tax credits. The Company will continue to review the technical tax interpretations associated with the underlying law, monitor state legislative changes, and review U.S. federal and state guidance as it is issued. These items could significantly impact the Company’s provisional estimate of the one-time transition tax. The TCJA subjects a U.S. shareholder to tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries for which an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. Given the complexity of the GILTI provisions, the Company is still evaluating the effects of the GILTI provisions and has not yet determined its accounting policy. At December 31, 2017, because the Company is still evaluating the GILTI provisions and its analysis of future taxable income that is subject to GILTI, the Company is unable to make a reasonable estimate and has therefore not reflected any adjustments related to GILTI in its Consolidated Financial Statements. The Company will continue to assess the impact of the TCJA on its business and its Consolidated Financial Statements and provide updates in subsequent filings. Income Taxes (Loss) income before income taxes and non-controlling interests was as follows: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Domestic $ (331.0 ) $ (229.1 ) $ (290.8 ) Foreign 42.0 181.0 61.5 Total $ (289.0 ) $ (48.1 ) $ (229.3 ) Income tax expense (benefit) consisted of the following: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Current: U.S.: Federal $ (1.2 ) $ 0.1 $ 0.7 State and local 1.0 0.4 (0.2 ) Foreign 133.4 85.5 120.1 Total current 133.2 86.0 120.6 Deferred: U.S.: Federal (48.7 ) 1.9 6.4 State and local 0.4 (0.2 ) (5.2 ) Foreign (78.3 ) (59.1 ) (46.7 ) Total deferred (126.6 ) (57.4 ) (45.5 ) Income tax expense $ 6.6 $ 28.6 $ 75.1 Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal statutory tax rate to pre-tax loss, as a result of the following: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % Taxes computed at U.S. statutory rate $ (101.2 ) $ (16.8 ) $ (80.3 ) State income taxes, net of federal benefit 0.9 0.1 (3.6 ) Foreign tax on foreign operations (3.9 ) (17.2 ) (25.3 ) U.S. tax on foreign operations 46.7 29.0 31.1 Net change in reserve (8.1 ) (24.1 ) 27.5 Change in valuation allowances 83.2 68.4 72.6 Provision for tax on undistributed foreign earnings (1.0 ) 26.8 5.0 Change of tax rate (19.4 ) 11.8 (1.0 ) Impact of transaction costs — (24.5 ) 40.5 Settlement of Series B Convertible Preferred Stock — (34.3 ) — Goodwill impairment 53.4 6.2 — Provisional estimate of TCJA (46.3 ) — — Other, net 2.3 3.2 8.6 Income tax expense $ 6.6 $ 28.6 $ 75.1 Effective tax rate (2.3 )% (59.5 )% (32.8 )% The Company has provided foreign taxes on previously unremitted earnings of certain foreign subsidiaries from 2015 and for other foreign subsidiaries from 2016. At December 31, 2017, the Company maintains a deferred tax liability of $21.9 million relating to income and withholding taxes upon distribution of earnings from non-U.S. subsidiaries to certain foreign holding companies. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis difference in these entities (i.e., basis difference in excess of that subject to the one-time transition tax) is not practicable. Due to the changes associated with the TCJA, the Company is still evaluating its assertion for foreign earnings. The components of deferred income taxes at December 31, 2017 and 2016 were as follows: December 31, ($ amounts in millions) 2017 2016 Deferred tax assets: Net operating losses $ 323.0 $ 355.7 Tax credits 62.0 49.2 Interest carryforward 44.4 34.2 Employee benefits 40.3 56.2 Accrued liabilities 25.9 50.6 Financing activities 24.3 3.5 Goodwill 19.5 31.4 Accounts receivable 19.1 19.8 Research and development costs 10.3 15.2 Inventory 4.6 8.5 Other 20.7 24.1 Total deferred tax assets 594.1 648.4 Valuation allowance (391.7 ) (383.3 ) Total gross deferred tax assets 202.4 265.1 Deferred tax liabilities: Intangibles 710.4 831.9 Plant and equipment 24.8 33.9 Undistributed foreign earnings 21.9 36.8 Other 0.4 6.9 Total gross deferred tax liabilities 757.5 909.5 Net deferred tax liability $ 555.1 $ 644.4 Deferred tax assets are included in the Consolidated Balance Sheets as "Other assets" at December 31, 2017 and 2016 . The presentation of the deferred tax balances at December 31, 2016 in the above table have been revised to correct immaterial prior year errors primarily related to intangibles, interest carryforward, goodwill, other assets, employee benefits and related valuation allowances. There was no impact to net deferred tax liabilities in the Consolidated Balance Sheet as the net impact of these adjustments was offset with a corresponding $20.1 million adjustment to related valuation allowances. 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 $392 million and $383 million at December 31, 2017 and 2016 , respectively. During 2017 , the valuation allowance increased by $8.4 million primarily due to foreign operating losses offset by the reductions in the U.S. valuation allowance following enactment of the TCJA. At December 31, 2017 , the Company had federal, state and foreign net operating loss carryforwards of approximately $591 million , $841 million and $774 million , respectively. The U.S. federal net operating loss carryforwards expire between the years 2021 and 2036 . The majority of the state net operating loss carryforwards expire between the years 2018 and 2037 . The foreign tax net operating loss carryforwards expire between the years 2018 through 2037 or may be carried forward indefinitely. In addition, at December 31, 2017 , the Company had approximately $43.2 million , $17.8 million and $6.5 million of foreign tax credits, research and development credits, and other tax credits, respectively, available for carryforward. These carryforward periods range from ten years to an unlimited period of time. Section 382 of the Internal Revenue Code imposes an annual limitation on the amount of a corporation's U.S. federal taxable income that can be offset by net operating losses if it experiences an "ownership change." The Company experienced ownership changes in 2013 and 2015 with respect to the acquisition of various companies. Accordingly, the use of the Company's net operating losses generated prior to these ownership changes is subject to an annual limitation. If certain changes in the Company's ownership occur prospectively, there could be an additional annual limitation on the amount of utilizable carryforwards. Tax Uncertainties The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Unrecognized tax benefits at beginning of period $ 128.3 $ 112.2 $ 27.7 Additions based on current year tax positions 6.5 76.2 20.7 Additions based upon prior year tax positions (including acquired uncertain tax positions) 4.0 1.7 72.2 Reductions due to closed statutes (6.3 ) (9.9 ) (2.9 ) Reductions for prior period positions (38.0 ) (51.9 ) — Reductions for settlements and payments (4.2 ) — (5.5 ) Total unrecognized tax benefits at end of period $ 90.3 $ 128.3 $ 112.2 At December 31, 2017 , the Company had $90.3 million of total unrecognized tax benefits, of which $39.8 million , if recognized, would impact the Company’s effective tax rate. Due to enactment of the TCJA, the Company recorded a provisional estimate for remeasuring federal unrecognized tax benefits of $28.7 million included in the reductions of prior period positions disclosure above for which the Company expects it will be able to reduce tax attribute carryforwards upon settlement of the uncertain tax position. As noted previously, the Company will continue to assess the impact of the TCJA on its business and its Consolidated Financial Statements, including the impact on the U.S. unrecognized tax benefits. Due to expected settlements and statute of limitations expirations, the Company estimates that $4.2 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 (benefit) expense, which totaled $(1.2) million , $(5.5) million and $4.9 million , for 2017 , 2016 and 2015 , respectively. The Company's accrual for interest and penalties totaled $13.0 million and $13.3 million at December 31, 2017 and 2016 , respectively. At December 31, 2017 , the following tax years remained subject to examination by the major tax jurisdictions indicated below: Major Jurisdictions Open Years Belgium 2010 through current Brazil 2011 through current Canada 2012 through current China 2011 through current France 2011 through current Germany 2013 through current Japan 2012 through current Mexico 2012 through current Netherlands 2013 through current South Africa 2013 through current Taiwan 2012 through current United Kingdom 2008 and 2015 through current United States 2015 through current The Company is subject to taxation in the United States and in various states and foreign jurisdictions. During 2017, the U.S. federal tax authorities concluded their audit of the income tax returns through the tax year ended December 31, 2014. With few exceptions, at December 31, 2017, the Company was no longer subject to state and local or foreign examinations by tax authorities for years before 2010. The Company is currently undergoing tax examinations 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 available and as tax examinations continue to progress. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Derivatives and Hedging 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 and a portion of its business in currencies other than the functional currencies of its subsidiaries. As a result, the Company’s operating results are impacted by foreign currency exchange rate volatility. At December 31, 2017 , the Company held foreign currency forward contracts to purchase and sell various currencies to mitigate foreign currency exposure primarily with U.S. dollars and euro. The Company has not designated any foreign currency exchange forward contracts as eligible for hedge accounting, and as a result, changes in the fair value of foreign currency forward contracts are recorded in " Other (expense) income, net " in the Consolidated Statements of Operations. The total notional value of foreign currency exchange forward contracts held at December 31, 2017 was approximately $615 million , and generally have settlement dates within one year . The total notional value of foreign currency exchange forward contracts held at December 31, 2016 was approximately $552 million . Interest Rates The Company entered into interest rate swaps to effectively fix the floating base rate portion of its interest payments on approximately $1.14 billion of U.S. dollar denominated debt and €279 million of euro denominated debt at 1.96% and 1.20% , respectively, through June 2020. Changes in fair values of derivatives that are designated as, and meet all the required criteria of, cash flow hedges are recorded in "Other comprehensive income (loss)" and reclassified from "Accumulated other comprehensive loss" into earnings as the underlying hedged items affects earnings. Amounts reclassified into earnings related to the Company's interest rate swaps are included in "Interest expense, net" in the Consolidated Statements of Operations. During 2017 , the Company's interest rate swaps were deemed highly effective utilizing the dollar-offset method of assessing hedge effectiveness. The Company repriced a portion of its euro denominated debt during the fourth quarter of 2017, which resulted in a mis-match of critical terms which had an immaterial effect on its results of operations. The Company expects to reclassify $2.8 million from "Accumulated other comprehensive loss" to "Interest expense, net" in its Consolidated Statement of Operations during 2018. Commodities As part of its risk management policy, the Company enters into commodity futures contracts 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 $31.8 million and $42.0 million at December 31, 2017 and 2016 , respectively. Substantially all contracts outstanding at December 31, 2017 have delivery dates within one year . The Company has not designated these derivatives as hedging instruments and, accordingly, records changes in their fair values in " Other (expense) income, net " 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 values are determined by changes in the market values of the underlying metals between delivery and measurement dates. Amounts associated with these supply agreements, primarily related to gold and palladium, which serve as the notional values of the embedded derivatives, have been recorded in the Consolidated Balance Sheets as "Inventories" and "Current installments of long-term debt and revolving credit facilities" and totaled $9.7 million and $9.9 million at December 31, 2017 and 2016 , respectively. The fair value of these contracts has been bifurcated and recorded in the Consolidated Balance Sheets as "Accrued expenses and other current liabilities" and were immaterial at December 31, 2017 and 2016 . For 2017 and 2016 , the Company recorded the following realized and unrealized losses associated with derivative contracts not designated as hedging instruments: ($ amounts in millions) December 31, Derivatives not designated as hedging instruments: Location on Condensed Consolidated Statement of Operations: 2017 2016 Foreign exchange and metals contracts Other (expense) income, net $ (9.5 ) $ (12.5 ) 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. Although the right to offset within these agreements exists under certain termination events, such as bankruptcy or default, it is the Company's accounting policy to present derivative assets and liabilities under such master netting arrangements on a gross basis in the Consolidated Balance Sheets. The following table provides information on the Company's derivative positions at December 31, 2017 and 2016 , subject to master netting arrangements as if they were presented on a net basis, allowing for the right of offset by counterparty and cash collateral: December 31, 2017 December 31, 2016 ($ amounts in millions) Asset Liability Asset Liability Gross amounts $ 5.5 $ 6.2 $ 6.3 $ 8.9 Gross amount subject to offset in master netting arrangements that are not offset (1.0 ) (2.0 ) (2.5 ) (2.6 ) Cash collateral paid — (0.4 ) — (1.0 ) Net $ 4.5 $ 3.8 $ 3.8 $ 5.3 Collateral paid to counterparties is recorded in the Consolidated Balance Sheets as "Other current assets." Fair Value Measurements The following tables present the Company’s financial assets and liabilities that are measured at fair value on a recurring basis: December 31, ($ amounts in millions) Balance sheet location Classification 2017 2016 Asset Category Foreign exchange and metals contracts not designated as hedging instruments Other current assets Level 2 5.5 8.5 Available for sale equity securities Other assets Level 1 3.7 5.1 Interest rate swaps designated as cash flow hedging instruments Other assets Level 2 3.4 — Available for sale equity securities Other assets Level 2 0.6 0.6 Total $ 13.2 $ 14.2 Liability Category Interest rate swaps designated as cash flow hedging instruments Accrued expenses and other liabilities Level 2 $ 2.8 $ 10.2 Foreign exchange and metals contracts not designated as hedging instruments Accrued expenses and other liabilities Level 2 7.3 10.7 Interest rate swaps designated as cash flow hedging instruments Other liabilities Level 2 0.8 — Long-term contingent consideration Contingent consideration Level 3 79.2 75.8 Total $ 90.1 $ 96.7 The following methods and assumptions were used to estimate the fair value of each class of the Company’s financial assets and liabilities: Available for sale equity securities - Available for sale equity securities classified as Level 1 assets are measured using quoted market prices at the reporting date multiplied by the quantity held. Available for sales equity securities classified as Level 2 assets are measured using quoted prices for similar instruments in active markets. Derivatives - Derivative assets and liabilities include foreign currency, metals, and interest rate derivatives. The values are 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 the achievement of certain Adjusted EBITDA and common stock trading price performance metrics over a seven -year period ending December 2020 which was agreed upon in connection with the MacDermid Acquisition. The estimated fair value of the Adjusted 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 Adjusted EBITDA assessment with higher probability associated with the Company achieving the maximum Adjusted EBITDA targets. The common stock performance metric has been satisfied. Changes in the estimated 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 $1.2 million . Relative to the Adjusted 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 estimated fair value measure of the metric by approximately $2.2 million . During 2017 , the only change to the long-term contingent consideration liability was to adjust the instrument to its estimated fair value. There were no significant transfers between the fair value hierarchy levels during 2017 . The carrying value and estimated fair value of the Company’s long-term debt and capital lease obligations totaled $5.44 billion and $5.58 billion , respectively, at December 31, 2017 , and $5.14 billion and $5.35 billion , respectively, at December 31, 2016 . The carrying values noted above include unamortized premiums, discounts and debt issuance costs. The estimated fair value of long-term debt and capital lease obligations is 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 As a result of the 2017 annual goodwill impairment test, the Agricultural Solutions segment recorded an impairment charge of $160 million to reduce the carrying value of the Agro Business reporting unit to its fair value. As a result of the 2016 annual goodwill impairment test, Performance Solutions segment recorded an impairment charge of $46.6 million to reduce the carrying value of the Offshore Solutions reporting unit to its fair value. These measurements were performed on a non-recurring basis using significant unobservable inputs (Level 3). See Note 8, Goodwill and Intangible Assets, to the Consolidated Financial Statements for further information. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
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 . 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." At December 31, 2017 and 2016 , 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." At December 31, 2017 and 2016 , all shares of Series B Convertible Preferred Stock were either converted or subsequently canceled and retired as noted 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 the Company's common stock over the May 22, 2013 initial public offering price of Platform's stock on the London Stock Exchange of $10.00 multiplied by the total of shares offered in this initial public offering. 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 2017 , 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) on December 31, 2020 (which may be extended by the Board for three additional years). Series B Convertible Preferred Stock On December 13, 2016, in accordance with a settlement agreement dated September 9, 2016, as amended, the Company settled all of its obligations with respect to its then outstanding 600,000 shares of Series B Convertible Preferred Stock, issued to the Arysta Seller in connection with the Arysta Acquisition, 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 5,500,000 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. During 2016, the Company recognized a gain of $103 million in " Other (expense) income, net " in the Consolidated Statement of Operations and a gain of $32.9 million in "Net 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. During 2016, the Company recorded a $5.0 million loss associated with the remeasurement of the preferred stock redemption liability, which was recorded to " Other (expense) 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. 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. Non-Controlling Interest In connection with the MacDermid Acquisition, approximately $97.5 million was raised in new equity consisting of 8,774,527 shares of PDH Common Stock. The PDH Common Stock is classified in the Consolidated Balance Sheets as "Non-controlling interests"at December 31, 2017 and 2016 and will continue to be classified as such until it is fully converted into shares of the Company's common stock. Of the shares initially issued, 3,961,785 have been converted and a like number of shares of the Company's common stock have been issued through December 31, 2017 . Non-controlling interest at December 31, 2017 , 2016 and 2015 , totaled 3.83% , 6.01% and 6.25% , respectively. During 2017 , 2016 and 2015 , approximately $2.1 million , $(5.9) million and $(1.4) million , respectively, of net income (loss) has been allocated to the Retaining Holders, as included in the Consolidated Statements of Operations. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Changes in each component of accumulated other comprehensive (loss) income, net of tax, during 2017 , 2016 and 2015 were as follows: ($ 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 (Loss) Income 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 ) Reclassifications, pretax — — — — — — 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 ) Other comprehensive income (loss) before reclassifications, net 241.1 2.5 (2.2 ) (4.6 ) (3.6 ) 233.2 Reclassifications, pretax — 10.5 0.5 10.4 — 21.4 Tax (benefit) expense reclassified — (2.1 ) — — — (2.1 ) Balance at December 31, 2017 $ (453.6 ) $ (7.9 ) $ (1.3 ) $ — $ 40.8 $ (422.0 ) |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE A computation of weighted average shares of common stock outstanding and loss per share for 2017 , 2016 and 2015 follows: Year Ended December 31, ($ amounts in millions, except per share amounts) 2017 2016 2015 Net loss attributable to common stockholders $ (296.2 ) $ (40.8 ) $ (308.6 ) Numerator adjustments for diluted loss 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 allocated to PDH non-controlling interest — (5.9 ) — Net loss attributable to common stockholders for diluted loss per share $ (296.2 ) $ (177.6 ) $ (308.6 ) Basic weighted average common stock outstanding 286.1 243.3 203.2 Denominator adjustments for diluted loss per share: Conversion related to the amendment of the Series B Convertible 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 — 29.0 — Dilutive weighted average common stock outstanding 286.1 272.3 203.2 Loss per share attributable to common stockholders: Basic $ (1.04 ) $ (0.17 ) $ (1.52 ) Diluted $ (1.04 ) $ (0.65 ) $ (1.52 ) Dividends per share paid to common stockholders $ — $ — $ — For 2017 , 2016 and 2015 , 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) 2017 2016 2015 Shares issuable for the contingent consideration 7,421 8,553 4,640 Shares issuable upon conversion of PDH Common Stock 5,967 — 8,318 Shares issuable upon conversion of Series A Preferred Stock 2,000 2,000 2,000 Shares issuable upon vesting of RSUs 842 147 74 Shares issuable upon vesting and exercise of stock options 51 — 55 Shares issuable under the ESPP 3 2 1 Shares issuable upon conversion of Series B Convertible Preferred Stock — — 19,443 Shares contingently issuable to Founder Entities as stock dividend to Series A Preferred Stock — — 1,239 Total shares excluded 16,284 10,702 35,770 |
Operating Lease Commitments
Operating Lease Commitments | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 , 2016 and 2015 was $40.2 million , $36.7 million and $22.9 million , respectively. Minimum future non-cancelable operating lease commitments were as follows: ($ amounts in millions) Operating Lease Commitments Year ending December 31, 2018 $ 33.0 2019 25.0 2020 19.6 2021 13.9 2022 12.1 Thereafter 28.9 Total $ 132.5 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, 2017 | |
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. When calculating its ARO liability, the Company considers identified legally-enforceable obligations, estimated settlement dates and appropriate discount and inflation rates. The Company's ARO liability is included in the Consolidated Balance Sheets as "Accrued expenses and other current liabilities" and "Other liabilities" and totaled $22.3 million and $19.8 million at December 31, 2017 and 2016 , respectively. 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 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 this analysis, the Company estimates the clean-up costs and related claims for each site. The estimates are based in part on discussions with other potential responsible parties, 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 the Consolidated Balance Sheets as "Accrued expenses and other current liabilities" and "Other liabilities," and totaled $28.3 million and $32.6 million at December 31, 2017 and 2016 , 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 plc, 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. In June 2009, a private lawsuit was filed in the District Court for the City of Ulianópolis in the State of Pará, Brazil against Arysta LifeScience do Brasil Industria Química e Agropecuária Ltda, or Arysta Brazil, and 25 other defendants 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. In November 2011, the City of Ulianópolis also filed a claim in the District Court for the City of Ulianópolis, against Arysta Brazil and five other defendants on the same grounds. Arysta Brazil was summoned and has filed its answer in connection with both cases. Proceedings have been suspended indefinitely in order for the Pará State Attorney to determine the extent of contamination, the appropriate remediation, and the potentially responsible parties. Damages sought in the private lawsuit include a penalty of BRL 50.0 million ( $15.1 million ), 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 ( $21.4 million ). In addition, in March 2014 and December 2015, an aggregate number of 29 former employees of the incineration facility 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 ( $117 million ) for health problems allegedly contracted as a result of their employment at the incineration site. The Company is currently contesting several tax assessments in Brazil at various stages of the applicable administrative and judicial processes, with a combined amount at issue, including interest and penalties, of approximately BRL 90.6 million ( $27.4 million ). Brazil's tax regime is complex, and the administrative and judicial procedures for resolving disputed tax assessments are expensive and time-consuming. 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. As previously disclosed, MacDermid Printing has been involved in various lawsuits with DuPont and Cortron involving MacDermid Printing's flexographic printing technology and related business. On June 27, 2017, MacDermid Printing and DuPont reached an agreement to settle and dismiss all their respective lawsuits against each other, as well as MacDermid Printing's lawsuit against Cortron. In connection with the settlement, on July 14, 2017, DuPont made a payment of $20.0 million to MacDermid Printing, and the Company recorded a net settlement gain of $10.8 million in " Other (expense) income, net " in the Consolidated Statement of Operations. This settlement resolves all outstanding litigation between MacDermid Printing, DuPont, and Cortron. Proceeds from the settlement agreement 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, MacDermid 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS 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 3.83% and 6.01% at December 31, 2017 and 2016 , respectively. Since October 31, 2017, all outstanding 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. Advisory Services Agreement The Company is party to 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 , which is accrued quarterly and 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 2017 , 2016 and 2015 . 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 $460 million and the issuance of 5.5 million shares of its common stock to the Arysta Seller or one or more of its affiliates. See Note 14, Stockholders' Equity , to the Consolidated Financial Statements, under the heading " Series B Convertible Preferred Stock." |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING The Company continuously evaluates its operations in an effort to identify opportunities to improve profitability by leveraging existing infrastructure to reduce operating costs and respond to overall economic conditions. Restructuring expenses were recorded as follows in each of the Company's business segments: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Performance Solutions $ 23.5 $ 25.0 $ 6.9 Agricultural Solutions 7.3 6.1 18.4 Total restructuring $ 30.8 $ 31.1 $ 25.3 At December 31, 2017 and 2016 , the Company’s restructuring liability was not material. 2017 and 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 activities. 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 activities. Restructuring expenses were recorded as follows in the Consolidated Statements of Operations: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Cost of sales $ 0.9 $ 0.9 $ 6.3 Selling, technical, general and administrative 29.9 30.2 19.0 Total restructuring $ 30.8 $ 31.1 $ 25.3 |
Other (Expense) Income, Net
Other (Expense) Income, Net | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
OTHER (EXPENSE) INCOME, NET | OTHER (EXPENSE) INCOME, NET "Other (expense) income, net," as reported in the Consolidated Statements of Operations, consisted of the following: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Loss on debt extinguishments $ (72.3 ) $ (11.3 ) $ — Loss on derivative contracts (9.5 ) (12.5 ) (74.0 ) Non-cash change in fair value of preferred stock redemption liability — (5.0 ) — Gain on settlement agreement related to Series B Convertible Preferred Stock — 103.0 — Legal settlements 10.8 — 17.7 Sale of intellectual property and product rights 2.2 4.4 6.1 Other income, net 7.6 9.7 6.6 Total $ (61.2 ) $ 88.3 $ (43.6 ) |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
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) 2017 2016 Accrued customer rebates and sales incentives $ 127.7 $ 120.7 Accrued salaries, wages and employee benefits 117.0 103.5 Accrued income taxes payable 73.1 82.5 Accrued interest 47.8 49.2 Other current liabilities $ 225.5 $ 227.1 Total $ 591.1 $ 583.0 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
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 CODM for purpose of allocating resources and evaluating performance. Each of the reportable segments has its own president, who reports to the CODM. The Company allocates resources and evaluates the performance of its operating segments based primarily 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 considered to be representative or indicative of each segment's ongoing business or considered to be costs associated with the Company's capital structure. Adjusted EBITDA for each segment also includes an allocation of corporate costs, such as compensation expense and professional fees, which totaled $31.4 million and $32.8 million during 2017 and 2016 , respectively. During 2015 , Performance Solutions and Agricultural Solutions were allocated corporate costs of $12.0 million and $36.0 million , respectively. The following table summarizes financial information regarding each reportable segment’s results of operations: Year Ended December 31, (amounts in millions) 2017 2016 2015 Net Sales: Performance Solutions $ 1,878.6 $ 1,770.1 $ 800.8 Agricultural Solutions 1,897.3 1,815.8 1,741.5 Total $ 3,775.9 $ 3,585.9 $ 2,542.3 Depreciation and amortization: Performance Solutions $ 155.0 $ 156.5 $ 80.0 Agricultural Solutions 199.2 185.8 171.0 Total $ 354.2 $ 342.3 $ 251.0 Capital expenditures and product registrations: Performance Solutions $ 29.3 $ 29.3 $ 17.6 Agricultural Solutions 70.6 63.4 64.7 Total $ 99.9 $ 92.7 $ 82.3 Adjusted EBITDA: Performance Solutions $ 432.7 $ 401.3 $ 224.3 Agricultural Solutions 388.2 368.2 343.4 Total $ 820.9 $ 769.5 $ 567.7 The following table reconciles "Net loss attributable to common stockholders" to Adjusted EBITDA: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Net loss attributable to common stockholders $ (296.2 ) $ (40.8 ) $ (308.6 ) Add (subtract): Gain on amendment of Series B Convertible Preferred Stock — (32.9 ) — Net income (loss) attributable to the non-controlling interests 0.6 (3.0 ) 4.2 Income tax expense 6.6 28.6 75.1 Interest expense, net 341.6 375.7 213.9 Depreciation expense 78.3 75.0 48.9 Amortization expense 275.9 267.3 202.1 EBITDA 406.8 669.9 235.6 Adjustments to reconcile to Adjusted EBITDA: Restructuring expense 30.8 31.1 25.3 Amortization of inventory step-up — 11.7 76.5 Acquisition and integration costs 4.8 33.4 122.4 Non-cash change in fair value of contingent consideration 3.4 5.1 6.8 Legal settlements (10.8 ) (2.8 ) (16.0 ) Foreign exchange loss on foreign denominated external and internal long-term debt 102.5 33.9 46.4 Debt refinancing costs 83.2 19.7 — Fair value loss on foreign exchange forward contract — — 73.7 Goodwill impairment 160.0 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 — Costs related to Proposed Separation 12.1 — — Pension plan settlement and curtailment 10.5 1.8 — Other, net 17.6 17.1 (3.0 ) Adjusted EBITDA $ 820.9 $ 769.5 $ 567.7 Total Net Sales by Major Country A major country is defined as one with total net sales by geographic area based on the country where sales were generated greater than 10% of the total consolidated net sales in any of the years presented. Year Ended December 31, (amounts in millions) 2017 2016 2015 United States $ 654.7 $ 725.4 $ 474.6 Brazil 476.7 463.0 380.6 Other countries 2,644.5 2,397.5 1,687.1 Total $ 3,775.9 $ 3,585.9 $ 2,542.3 Long-Lived Assets by Major Country A major country is defined as one with long-lived assets greater than 10% of the total long-lived assets, net in any of the years presented. Long-lived assets represent property, plant and equipment, net. December 31, (amounts in millions) 2017 2016 United States $ 122.2 $ 137.4 France 48.2 47.2 China 42.0 47.3 Other countries 239.9 228.6 Total $ 452.3 $ 460.5 Total assets by reportable segment at December 31, 2017 and 2016 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) 2017 2016 2015 Performance Solutions Assembly Solutions $ 629.7 $ 554.5 $ 41.1 Electronics Solutions 538.7 525.9 198.8 Industrial Solutions 482.2 445.0 287.8 Graphics Solutions 153.4 171.8 173.9 Offshore Solutions 74.6 72.9 99.2 Performance Solutions sales 1,878.6 1,770.1 800.8 Agricultural Solutions Agricultural Solutions 1,873.9 1,794.3 1,727.9 Animal Health 23.4 21.5 13.6 Agricultural Solutions 1,897.3 1,815.8 1,741.5 Total $ 3,775.9 $ 3,585.9 $ 2,542.3 |
Supplementary Data
Supplementary Data | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUPPLEMENTARY DATA | SUPPLEMENTARY DATA 2017 ($ amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales $ 861.8 $ 941.1 $ 904.3 $ 1,068.7 Gross profit 378.4 399.9 371.1 439.6 Net loss attributable to stockholders (24.4 ) (61.1 ) (69.2 ) (141.5 ) Net loss attributable to common stockholders (24.4 ) (61.1 ) (69.2 ) (141.5 ) Loss per share Basic $ (0.09 ) $ (0.21 ) $ (0.24 ) $ (0.49 ) Diluted (0.09 ) (0.21 ) (0.24 ) (0.49 ) 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 ) (Loss) earnings per share Basic $ (0.59 ) $ (0.04 ) $ 0.45 $ (0.01 ) Diluted (0.59 ) (0.04 ) (0.15 ) (0.01 ) |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2017 | |
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 (1) Balance at end of period Reserves against accounts receivable: 2017 $ (36.7 ) $ (10.0 ) $ (0.9 ) $ (47.6 ) 2016 (14.4 ) (19.0 ) (3.3 ) (36.7 ) 2015 (9.6 ) (9.2 ) 4.4 (14.4 ) (1) Other activity consists primarily of currency translation effects. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 controlled subsidiaries. The Company 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. In August 2017, the Company announced its intention to separate its Agricultural Solutions business into a standalone, independent company. The Agricultural Solutions business continues to be reported as part of the Company's continuing operations as the criteria for discontinued operations were not met at December 31, 2017. |
Basis of Presentation | In preparing the Consolidated Financial Statements in conformity with GAAP, management must use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company applies judgment based on its understanding and analysis of the relevant circumstances, and by their nature, these judgments are subject to an inherent degree of uncertainty. Accordingly, actual results could differ significantly from the estimates applied. |
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. |
Receivables and Allowance for Doubtful Accounts | The Company determines its allowance for doubtful accounts using a combination of factors to reduce trade receivable balances to their estimated net realizable amount. The Company maintains an allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, macroeconomic trends and conditions, significant one-time events, historical experience and the financial condition of customers. In addition, the Company records a specific reserve for individual accounts when it becomes aware of specific customer circumstances, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. The past due or delinquency status of a receivable is based on the contractual payment terms of the receivable. If circumstances related to the specific customer change, the Company adjusts estimates of the recoverability of receivables as appropriate. Credit risk with respect to accounts receivable is generally diversified due to the large number of entities comprising the Company's customer base and its dispersion across many different geographical regions. The Company performs ongoing credit evaluations of the financial condition of its third-party distributors and other customers, and requires collateral, such as letters of credit and bank guarantees, in certain circumstances. |
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 in the Consolidated Balance Sheets as non-current "Other assets." The Company regularly reviews inventories for obsolescence and excess quantities and calculates reserves based on historical write-offs, customer demand, product evolution, usage rates and quantities of stock on hand. Additional obsolescence reserves may be required if actual sales are less favorable than those projected. |
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: Average useful life (in years) Buildings and building improvements 5 to 20 Machinery, equipment and fixtures 3 to 15 Computer hardware and software 3 to 7 Furniture and automobiles 3 to 7 Leasehold improvements Lesser of useful life or lease term Maintenance and repair costs are charged directly to expense; renewals and improvements which significantly extend the useful life of the asset are capitalized and expensed over remaining useful life. 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 | Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or when events or changes in circumstances indicate that goodwill might be impaired. The Company's reporting units are determined based upon its organizational structure in place at the date of the goodwill impairment test. During the fourth quarter of 2017, the Company elected to early adopt ASU No. 2017-04, “ Simplifying the Test for Goodwill Impairment” which eliminates "Step 2" from the goodwill impairment test, but still requires the Company to perform "Step 1" of impairment testing. 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 based on the present value of discounted future cash flows. Excluding certain nonrecurring charges, the discounted cash flows are prepared based upon cash flows at the reporting unit level. The cash flow model utilized in the goodwill impairment test involves significant judgments related to future growth rates, discount rates and tax rates, among other considerations from the vantage point of a market participant. 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 goodwill impairment loss is calculated as the difference between these amounts, limited to the amount of goodwill allocated to the reporting unit. Prior to the early adoption of this ASU, if the carrying value of the net assets assigned to the reporting unit exceeded the fair value of the reporting unit, the second step of the impairment test was performed to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeded its implied fair value, an impairment charge was recorded equal to the difference. The primary components of and assumptions used in the assessment consist 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, it 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. • Discount Rate Assumptions - Discount rates are estimated based on the WACC, which combines the required return on equity and 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 rated corporate bonds, adjusted using an income tax factor. • 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. |
Indefinite-Lived Intangible Assets | Indefinite-lived intangible assets are reviewed for potential impairment on an annual basis, in the fourth quarter, or more frequently when events or circumstances indicate that such assets may be impaired, by comparing their estimated fair values to their carrying values. An impairment charge is recognized when the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value. The Company uses the “relief from royalty” method to estimate the fair value of trade name intangible assets for impairment. The primary assumptions used to estimate the present value of cash flows from such assets include sales projections and growth rates being applied to a prevailing market-based royalty rate, the effects of which are then tax effected, and discounted using the WACC from the vantage point of a market participant. Assumptions concerning sales projections are impacted by the uncertain nature of global and local economic conditions in the various markets it serves. |
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 trade names and up to 5 years for non-compete agreements. If circumstances require a long-lived asset group to be tested for possible impairment, the Company first determines if the estimated undiscounted future pre-tax 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 value 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, on a straight line basis, 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 finite-lived intangible assets. |
Asset Retirement Obligations (AROs) | 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 in the Consolidated Balance Sheets as “Accrued expenses and other current liabilities” and “Other 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 in the Consolidated Balance Sheets as “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 | Amounts recognized in the Company's Consolidated Financial Statements related to pension and other post-retirement benefits are determined from actuarial valuations. Inherent in such valuations are assumptions including expected return on plan assets, discount rates at which the liabilities could be settled, rates of increase in future compensation levels and mortality rates. These assumptions are updated annually and are disclosed in Note 10, Pension, Post-Retirement and Post-Employment Plans , to the Consolidated Financial Statements included in this 2017 Annual Report. In accordance with GAAP, actual results that differ from the assumptions are accumulated in other comprehensive income and amortized over future periods and, therefore, affect expense recognized. The Company considers a number of factors in determining and selecting assumptions for the overall expected long-term rate of return on plan assets. The Company considers the historical long-term return experience of its assets, the current and expected allocation of its plan assets and expected long-term rates of return. Expected long-term rates of return are derived with the assistance of investment advisors. The Company bases its expected allocation of plan assets on a diversified portfolio consisting of domestic and international equity securities, fixed income, real estate and alternative asset classes. The measurement date used to determine pension and other post-retirement benefits is December 31, at which time the minimum contribution level for the following year is determined. |
Derivatives | The Company operates internationally and uses certain financial instruments to manage its foreign currency exposures. To designate a derivative for hedge accounting at inception and throughout the hedge period, the Company formally documents the nature and relationships between hedging instrument and hedged item, 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 forecasted transactions are specifically identified, and the likelihood of each forecasted transaction occurring is deemed probable. If it is determined that a forecasted transaction will not occur, a 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 accumulated 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 " Other (expense) income, net " 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 Consolidated Balance Sheets 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 fair value of the commodities futures contracts in " Other (expense) income, net " in the Consolidated Statements of Operations. |
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 their short maturities. 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. |
Equity Securities | Equity securities that have readily determinable fair values 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 the Consolidated Balance Sheets as "Other assets." |
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 the Consolidated Balance Sheets as "Other assets." 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. |
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 at 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 currencies 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 either upon shipment or delivery of product depending on when it is reasonably assured that both title and the risks and rewards of ownership have been passed on to the customer. Estimates for sales rebates, incentives and discounts, as well as sales returns and allowances, are accounted for as a reduction of revenue when the earnings process is complete. Sales rebates, incentives and discounts are typically earned by customers based on annual sales volume targets, which vary by each segment. The Company records an estimate for these accruals based on contract terms and our historical experience with similar programs. An estimate for future expected sales returns is recorded based on historical experience with product returns; however, additional allowances may be required if the historical data used to calculate these estimates does not approximate future sales returns. Differences between estimated expense and actual costs are normally immaterial and are recognized in earnings in the period such differences are determined. On a limited and discretionary basis, the Company allows certain distributors within the Agricultural Solutions segment extensions of credit on a portion of the sales to them 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. |
Research and Development | Research and development costs, which primarily relate to internal salaries, are expensed as incurred. |
Income Taxes | The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement basis and the tax bases of assets, liabilities, net operating losses and tax credit carryforwards. A valuation allowance is required to be recognized to reduce the recorded deferred tax asset to the amount that will more likely than not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income by jurisdiction during the periods in which those temporary differences become deductible or when carryforwards can be utilized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in this assessment. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets resulting in additional income tax expense. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change. Considering that the TCJA was enacted on December 22, 2017, the effect would normally be required to be recognized in the fourth quarter of 2017. The SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”) to address the application of GAAP in situations where a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In particular, SAB 118 clarifies that the impact of the TCJA must be accounted for and reported in one of three ways: (1) by reflecting the tax effects of the TCJA for which the accounting is complete; (2) by reporting provisional amounts for those specific income tax effects of the TCJA for which the accounting is incomplete but a reasonable estimate can be determined, with such provisional amounts (or adjustments to provisional amounts) identified in the measurement period, as defined therein, being included as an adjustment to tax expense in the period the amounts are determined; or (3) where the income tax effects cannot be reasonably estimated, no provisional amounts should be reported and the registrant should continue to apply the accounting standard for income taxes based on the provisions of the tax laws that were in effect immediately prior to the enactment of the TCJA. SAB 118 allows companies to record provisional amounts during a one year measurement period. The Company is subject to income taxes in the United States and in various states and foreign jurisdictions. Significant judgment is required in evaluating uncertain tax positions and determining provisions for income taxes. The first step in evaluating the tax position for recognition is to determine the amount of evidence that supports a favorable conclusion for the tax position upon audit. In order to recognize the tax position, the Company must determine whether it is more likely than not that the position is sustainable. The final evaluation step is to measure the tax benefit as the largest amount that has a more than 50% chance of being realized upon final settlement. Although the Company believes that the positions taken on income tax matters are reasonable, it establishes tax reserves in recognition that various taxing authorities may challenge certain of those positions taken, potentially resulting in additional tax liabilities. |
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. Inputs in the model include assumptions 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 and market-based RSUs 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. |
Fair Value Measurements | The Company determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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 – inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 – inputs are 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 – inputs to valuation models are unobservable and/or reflect the Company’s market assumptions. The fair value hierarchy is based on maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Classification within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. 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. NAV Practical Expedient is the measure of fair value using the net asset value, or NAV, per share (or its equivalent) as an alternative to the fair value hierarchy discussed above. |
Accounting Pronouncements | Recently Adopted Accounting Pronouncements Intangibles - Goodwill and Other (Topic 350) - In January 2017, the FASB issued ASU No. 2017-04, “ Simplifying the Test for Goodwill Impairment.” This ASU simplifies the testing for goodwill impairments by eliminating "Step 2" from the goodwill impairment test. Under the new guidance, goodwill impairment losses are calculated based on the "Step 1" computation with the impairment loss being equal to the amount by which a reporting unit's carrying amount exceeds its implied fair value, limited to the amount of goodwill allocated to the reporting unit. The guidance is effective prospectively as of January 1, 2020, with early adoption permitted. The Company elected to early adopt this guidance in connection with its 2017 annual impairment test. See Note 8, Goodwill and Intangible Assets , for more information. Recently Issued Accounting Pronouncements Not Yet Adopted Revenue from Contracts with Customers (Topic 606) - In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers, " as a new Topic, ASC Topic 606. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new guidance requires expanded disclosure of qualitative and quantitative information about the Company's revenues from contracts with customers. The Company assembled a project implementation team to assess the impact of the guidance by reviewing its current accounting policies and practices to identify potential differences that would result from applying the new requirements to its revenue contracts, including evaluating its performance obligations, principal versus agent considerations, contract costs, and variable consideration. The Company has completed its contract reviews and evaluation of impact and has concluded this guidance will not have a material impact on its financial statements upon adoption since the timing and pattern of revenue recognition will predominantly continue to be recognized as the Company’s performance obligation to ship or deliver its products is completed and the transfer of control has passed to the customer in accordance with the new standard. The Company will adopt the new guidance effective January 1, 2018 using the modified retrospective method. 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 ASU, which will be retrospectively adopted by the Company as of January 1, 2018, was issued to reduce diversity in practice for how certain cash receipts and cash payments are classified and presented in the statement of cash flows. Upon adoption of the new guidance, the Company will retrospectively report its 2017 and 2016 Consolidated Statements of Cash Flows for the following items: • Arrangements whereby the Company sells trade receivables to third parties without recourse and receives beneficial interests for a portion of these receivables, the proceeds of which are currently included in “Operating Activities” in the Condensed Consolidated Statements of Cash Flows. Under the new guidance, approximately $69.0 million and $3.9 million of beneficial interests will be disclosed as a non-cash activity, with cash receipts of approximately $44.3 million and $3.4 million classified as cash inflows from "Investing Activities" in the Consolidated Statements of Cash Flows for 2017 and 2016, respectively. • Cash payments for debt prepayments and debt extinguishment costs of approximately $8.8 million and $8.4 million will be reclassified from "Operating Activities" to "Financing Activities" in the Consolidated Statements of Cash Flows for 2017 and 2016, respectively. Income Taxes (Topic 740) - In October 2016, the FASB issued ASU No. 2016-16, " Intra-Entity Transfers of Assets Other than Inventory. " This ASU requires the recognition of income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs and removes the exception to postpone recognition until the asset has been sold to an outside party. The guidance is effective on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of January 1, 2018. The Company does not expect this ASU to have a material impact on its financial statements. Leases (Topic 842) - In February 2016, the FASB issued ASU No. 2016-02, “Leases.” This ASU requires lessees to recognize most leases in their balance sheets, but record expenses on their income statements in a manner similar to current accounting. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The guidance is effective on a modified retrospective basis as of January 1, 2019, with early adoption permitted. The Company continues to evaluate the impact of this ASU. See Note 17, Operating Lease Commitments , to the Consolidated Financial Statements. Derivatives and Hedging (Topic 815) - In August 2017, the FASB issued ASU No. 2017-12, “ Targeted Improvements to Accounting for Hedging Activities.” This ASU improves the financial reporting of hedge relationships by updating hedging designation and measurement guidance. The update also simplifies the application of existing hedge accounting guidance related to assessing hedge effectiveness. The guidance is effective prospectively as of January 1, 2019, and is applied to contracts in existence at the date of adoption, with the effects of which reflected as of January 1 of the year of adoption. Early adoption is permitted. The Company is evaluating the impact of this ASU. |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: Average useful life (in years) Buildings and building improvements 5 to 20 Machinery, equipment and fixtures 3 to 15 Computer hardware and software 3 to 7 Furniture and automobiles 3 to 7 Leasehold improvements Lesser of useful life or lease term |
Acquisitions of Businesses (Tab
Acquisitions of Businesses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 ) |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consideration transferred and transaction costs incurred related to its acquisition in 2016 as well as the applicable amounts of identified assets acquired and liabilities assumed at the applicable acquisition date: ($ amounts in millions) OMG Malaysia Consideration Cash, net $ (1.3 ) Note receivable settlement 125.0 Total consideration $ 123.7 Acquisition costs $ 0.5 Identifiable assets acquired and liabilities assumed Accounts receivable $ 4.3 Inventories 6.4 Other current assets 0.2 Property, plant and equipment 4.7 Identifiable intangible assets 43.9 Current liabilities (3.5 ) Non-current deferred tax liability (11.3 ) Total identifiable net assets 44.7 Goodwill 79.0 Total purchase price $ 123.7 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Identifiable intangible assets recorded in conjunction with the OMG Malaysia Acquisition were as follows: OMG Malaysia ($ amounts in millions) Fair Value Weighted average useful life (years) Customer lists $ 41.0 15.0 Developed technology 2.9 5.0 Total $ 43.9 14.3 |
Business Acquisition, Pro Forma Information | 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 Pro forma net sales $ 3,582.4 Pro forma net loss attributable to stockholders (328.1 ) |
Accounts and Notes Receivable (
Accounts and Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | December 31, ($ amounts in millions) 2017 2016 Total accounts receivable, net $ 1,157.7 $ 1,058.0 Non-current accounts receivable, net (1.7 ) (3.2 ) Current accounts receivable, net $ 1,156.0 $ 1,054.8 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The major components of inventory, on a net basis, were as follows: December 31, ($ amounts in millions) 2017 2016 Finished goods $ 328.9 $ 273.8 Work in process 28.8 37.1 Raw materials and supplies 149.8 135.9 Total inventory, net 507.5 446.8 Non-current inventory, net (17.0 ) (30.4 ) Current inventory, net $ 490.4 $ 416.4 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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) 2017 2016 Land and leasehold improvements $ 108.8 $ 109.2 Buildings and improvements 149.8 141.8 Machinery, equipment, fixtures, and software 344.6 293.2 Construction in process 34.3 36.7 Total property, plant and equipment 637.5 580.9 Accumulated depreciation (185.2 ) (120.4 ) Property, plant and equipment, net $ 452.3 $ 460.5 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2015 Goodwill $ 2,147.2 $ 1,874.7 $ 4,021.9 Accumulated impairment losses — — — 2,147.2 1,874.7 4,021.9 Addition from acquisitions 66.9 — 66.9 Purchase accounting adjustments 29.7 15.1 44.8 Impairment write-off (46.6 ) — (46.6 ) Foreign currency translation and other (64.8 ) 156.7 91.9 Balance, December 31, 2016 Goodwill, gross 2,179.0 2,046.5 4,225.5 Accumulated impairment losses (46.6 ) — (46.6 ) 2,132.4 2,046.5 4,178.9 Impairment write-off — (160.0 ) (160.0 ) Foreign currency translation and other 120.2 62.1 182.3 Balance, December 31, 2017 Goodwill, gross 2,299.2 2,108.6 4,407.8 Accumulated impairment losses (46.6 ) (160.0 ) (206.6 ) $ 2,252.6 $ 1,948.6 $ 4,201.2 |
Schedule of Finite-Lived Intangible Assets | Intangible assets subject to amortization were as follows: December 31, 2017 December 31, 2016 ($ amounts in millions) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Customer lists $ 1,303.3 $ (263.5 ) $ 1,039.8 $ 1,245.9 $ (174.5 ) $ 1,071.4 Developed technology (1) 2,250.7 (557.0 ) 1,693.7 2,022.1 (254.9 ) 1,767.2 Trade names 30.3 (13.8 ) 16.5 25.1 (8.2 ) 16.9 Non-compete agreement 2.8 (1.3 ) 1.5 1.9 (1.1 ) 0.8 Total $ 3,587.1 $ (835.6 ) $ 2,751.5 $ 3,295.0 $ (438.7 ) $ 2,856.3 (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 years is as follows: ($ amounts in millions) Amortization Expense 2018 $ 282.6 2019 282.4 2020 277.9 2021 269.5 2022 254.9 |
Long-term Compensation Plans (T
Long-term Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Award Type | For 2017 , 2016 and 2015 , compensation expense associated with the Company's long-term compensation plans was as follows: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Equity classified RSUs $ 10.4 $ 6.5 $ 0.8 Liability classified share-based payments 0.6 0.4 (0.1 ) Stock options 0.8 0.5 — Long-term cash bonus plans — (0.1 ) 0.1 Total $ 11.8 $ 7.3 $ 0.8 Unrecognized compensation expense for awards expected to vest $ 22.2 Weighted average remaining vesting period (months) 19.1 |
Restricted Stock Unit Award Activity in Payment Awards | At December 31, 2017 , a total of 496,203 shares of common stock had been issued, and 3,500,726 RSUs and stock options were outstanding under the 2013 Plan. Total RSUs Stock Options (1) Equity Classified Liability Classified Outstanding at December 31, 2016 3,003,003 2,117,493 320,312 565,198 Granted 1,373,921 1,117,719 — 256,202 Exercised/Issued (122,769 ) (107,450 ) — (15,319 ) Forfeited (578,429 ) (503,911 ) (634 ) (73,884 ) Outstanding at December 31, 2017 3,675,726 2,623,851 319,678 732,197 (1) Includes 175,000 stock options not issued under the 2013 Plan. |
Issuance of Restricted Stock Units | The Company granted the following equity classified RSUs under the 2013 Plan: Year of Issuance: RSUs Weighted average grant date fair value Weighted average vesting period (months) 2017 1,117,719 $ 16.08 31.2 2016 1,754,868 10.85 33.8 2015 453,260 24.55 54.6 |
Schedule of Share-based Payment Award, Restricted Stock Units, Valuation Assumptions | The following table provides the range of assumptions used in valuing RSUs containing market vesting conditions: Year Ended December 31, 2017 2016 Weighted average expected term (years) (1) 3.00 3.00 Expected volatility (2) 52.1% 53.0% Risk-free rate (3) 1.50% 1.05% (1) Weighted average expected term is calculated based on the award vesting period. (2) Expected volatility is calculated based on a blend of the implied and historical equity volatility of an index of comparable companies over a period equal to the expected term. (3) Risk-free rate of return is based on an interpolation of U.S. Treasury rates to reflect an expected term of three years at the date of grant. |
Schedule of RSUs Outstanding | At December 31, 2017 , the following equity classified RSUs were outstanding: December 31, 2017 Vesting Conditions: Outstanding Weighted average remaining vesting period (months) Potential additional awards Service-based 931,906 16.9 — Performance-based 947,013 17.7 617,020 Market-based 744,932 21.0 1,443,238 Total 2,623,851 18.4 2,060,258 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | The Company granted the following non-qualified stock options under the 2013 Plan: Year of Issuance: Stock Options Weighted average strike price per share Weighted average grant date fair value per share 2017 256,202 $ 13.30 $ 6.05 2016 390,198 8.05 4.35 |
Valuation Assumptions for Option Grants | The following table provides the range of assumptions used in valuing stock options: Year Ended December 31, 2017 2016 Weighted average expected term (years) (1) 6.0 6.0 Expected volatility (2) 45.0% 53.0% Risk-free rate (3) 2.09% 1.52% to 1.56% Expected dividend rate —% —% (1) Weighted average expected term is calculated based on the simplified method for plain vanilla options. (2) Expected volatility is calculated based on a blend of the implied and historical equity volatility of an index of comparable companies over a period equal to the expected term. (3) Risk-free rate of return is based on an interpolation of U.S. Treasury rates to reflect an expected term of six years at the date of grant. |
Pension, Post-Retirement and 43
Pension, Post-Retirement and Post-Employment Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic benefit cost of the Domestic and Foreign Pension Plans and Post-retirement Medical Benefits were as follows: Year Ended December 31, 2017 2016 2015 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Service cost $ — $ 2.1 $ — $ 1.8 $ — $ 1.4 Interest cost on the projected benefit obligation 8.8 2.3 10.1 3.1 6.8 2.8 Expected return on plan assets (10.1 ) (1.9 ) (11.6 ) (2.6 ) (9.9 ) (2.7 ) Amortization of prior service cost — — — 0.6 — — Amortization of actuarial net loss — 0.1 — 0.2 — — Plan curtailment — 0.3 — (0.1 ) — — Plan settlement — 10.2 1.7 0.2 — — Net periodic (benefit) cost $ (1.3 ) $ 13.1 $ 0.2 $ 3.2 $ (3.1 ) $ 1.5 Post-retirement Medical Benefits Service cost $ — $ 0.1 $ — $ 0.1 $ 0.1 $ 0.1 Interest cost on the projected benefit obligation 0.4 0.4 0.4 0.2 0.3 0.1 Amortization of net loss — 0.1 — — — — Net periodic cost $ 0.4 $ 0.6 $ 0.4 $ 0.3 $ 0.4 $ 0.2 |
Schedule of Assumptions Used | The weighted average key assumptions used to determine the net periodic benefit cost of the Domestic and Foreign Pension Plans are as follows: Year Ended December 31, 2017 2016 2015 Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Discount rate 4.2 % 2.3 % 4.6 % 2.8 % 4.2 % 2.5 % Rate of compensation increase 3.5 % 3.3 % 3.5 % 3.3 % 3.5 % 2.9 % Long-term rate of return on assets 5.9 % 2.3 % 6.5 % 2.9 % 7.4 % 2.5 % Post-retirement Medical Benefits Discount rate 4.2 % 12.2 % 4.4 % 14.0 % 4.2 % 14.5 % 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 Post-retirement Medical Benefits 2017 2016 2017 2016 Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Discount rate 3.7 % 3.0 % 4.2 % 2.3 % 3.7 % 9.9 % 4.2 % 12.2 % Rate of compensation increase 3.5 % 3.4 % 3.5 % 3.0 % N/A N/A N/A N/A (N/A) Not applicable as compensation rates are not used in the determination of benefit obligations under the post-retirement benefit plans. |
Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | The following tables summarize changes in benefit obligation, plan assets and funded status of the Company’s plans: Pension and SERP Benefits Post-retirement Medical Benefits 2017 2016 2017 2016 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Change in Benefit Obligation: Beginning of period balance $ 213.5 $ 103.0 $ 230.5 $ 112.7 $ 9.6 $ 3.1 $ 9.4 $ 1.4 Additions — 0.6 — 2.7 — — — — Service cost — 2.1 — 1.8 — 0.1 0.1 0.1 Plan amendments — — — (6.9 ) — — — — Interest cost 8.8 2.3 10.1 3.1 0.4 0.4 0.4 0.2 Plan curtailment — (0.1 ) — (0.1 ) — — — — Employee contributions — — — — — — 0.3 — Actuarial (gain) loss due to assumption change — (1.4 ) — 14.5 — 0.3 — 0.5 Actuarial loss (gain) due to plan experience 13.8 0.3 5.0 (2.1 ) 0.2 0.9 0.2 0.6 Benefits and expenses paid (9.9 ) (6.5 ) (9.2 ) (6.6 ) (0.5 ) (0.2 ) (0.8 ) (0.1 ) Settlement — (72.2 ) (22.9 ) (2.5 ) — — — — Foreign currency translation — 6.1 — (13.6 ) — (0.1 ) — 0.4 End of period balance $ 226.2 $ 34.2 $ 213.5 $ 103.0 $ 9.7 $ 4.5 $ 9.6 $ 3.1 Change in Plan Assets: Beginning of period balance $ 176.6 $ 85.0 $ 184.5 $ 93.7 $ — $ — $ — $ — Additions — 0.5 — — — — — — Actual return on plan assets, net of expenses 29.8 0.5 17.9 11.3 — — — — Employer contributions 3.1 1.8 6.2 2.5 0.5 0.2 0.5 0.1 Employee contributions — — — — — — 0.3 — Benefits paid (9.9 ) (6.5 ) (9.1 ) (6.6 ) (0.5 ) (0.2 ) (0.8 ) (0.1 ) Settlement — (72.2 ) (22.9 ) (2.5 ) — — — — Foreign currency translation — 3.9 — (13.4 ) — — — — End of period balance $ 199.6 $ 13.0 $ 176.6 $ 85.0 $ — $ — $ — $ — Funded Status Funded status of plan $ (26.6 ) $ (21.2 ) $ (36.9 ) $ (18.0 ) $ (9.7 ) $ (4.5 ) $ (9.6 ) $ (3.1 ) |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in the Consolidated Balance Sheets and Accumulated Other Comprehensive Income (Loss) consist of the following: Pension and SERP Benefits Post-retirement Medical Benefits 2017 2016 2017 2016 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Balance Sheet Other assets $ — $ 3.6 $ — $ 4.0 $ — $ — $ — $ — Accrued expenses and other current liabilities 1.1 0.7 0.7 0.6 0.6 0.2 0.6 0.2 Pension and post-retirement benefits 25.5 24.1 36.2 21.4 9.1 4.3 9.0 2.9 Accumulated Other Comprehensive Income (Loss) Balance Sheet Net actuarial loss $ (7.0 ) $ (3.1 ) $ (12.8 ) $ (12.3 ) $ (0.8 ) $ (2.2 ) $ (0.6 ) $ (1.1 ) Prior service costs (0.1 ) — (0.1 ) (0.3 ) N/A N/A N/A N/A |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Amounts recognized in the Consolidated Balance Sheets and Accumulated Other Comprehensive Income (Loss) consist of the following: Pension and SERP Benefits Post-retirement Medical Benefits 2017 2016 2017 2016 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Balance Sheet Other assets $ — $ 3.6 $ — $ 4.0 $ — $ — $ — $ — Accrued expenses and other current liabilities 1.1 0.7 0.7 0.6 0.6 0.2 0.6 0.2 Pension and post-retirement benefits 25.5 24.1 36.2 21.4 9.1 4.3 9.0 2.9 Accumulated Other Comprehensive Income (Loss) Balance Sheet Net actuarial loss $ (7.0 ) $ (3.1 ) $ (12.8 ) $ (12.3 ) $ (0.8 ) $ (2.2 ) $ (0.6 ) $ (1.1 ) Prior service costs (0.1 ) — (0.1 ) (0.3 ) N/A N/A N/A N/A |
Schedule of Allocation of Plan Assets | The following table presents the fair value of plan assets: December 31, ($ amounts in millions) Classification 2017 2016 Asset Category Domestic equities Level 1 $ 31.8 $ 31.1 Foreign equities Level 1 18.3 — Mutual funds holding domestic securities Level 1 4.0 5.5 U.S. Treasuries Level 2 14.6 4.9 Mutual funds holding U.S. Treasury Securities Level 1 9.2 12.0 Mutual funds holding fixed income securities Level 1 74.6 14.6 Insurance "Buy-In" Policy (a) Level 3 — 70.2 Foreign public bonds Level 2 5.3 5.1 Corporate bonds Level 2 — 1.2 Cash and cash equivalents Level 1 10.1 15.1 Sub-Total 167.9 159.7 Assets using net asset value (or NAV) as a practical expedient 44.7 101.9 Total $ 212.6 $ 261.6 (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, which was transferred to PIC, as of December 31, 2017. |
Schedule of Expected Benefit Payments | At December 31, 2017 , 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 2018 $ 12.0 $ 1.6 $ 0.7 $ 14.3 2019 12.0 1.8 0.8 14.6 2020 12.2 1.7 0.8 14.7 2021 12.1 1.8 0.8 14.7 2022 12.7 1.9 0.8 15.4 Subsequent five years 64.1 11.1 4.0 79.2 Total $ 125.1 $ 19.9 $ 7.9 $ 152.9 |
Debt, Factoring and Customer 44
Debt, Factoring and Customer Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt and capital lease obligations consisted of the following: ($ amounts in millions) Maturity Date Interest Rate December 31, 2017 December 31, 2016 USD Senior Notes (1) 2022 6.50% $ 1,086.1 $ 1,083.2 EUR Senior Notes (1) 2023 6.00% 415.1 362.4 USD Senior Notes (1) 2021 10.375% — 489.0 USD Senior Notes (1) 2025 5.875% 783.2 — First Lien Credit Facility - USD Term Loans (2) 2020 > of 4.50% or — 582.5 First Lien Credit Facility - USD Term Loans (2) 2020 > of 3.50% or 620.4 — First Lien Credit Facility - USD Term Loans (2) (3) 2021 > of 5.00% or — 1,444.2 First Lien Credit Facility - USD Term Loans (2) (3) 2021 > of 4.00% or 1,121.2 — First Lien Credit Facility - Euro Term Loans (2) 2020 > of 4.25% or EURIBOR plus 3.25% — 726.5 First Lien Credit Facility - Euro Term Loans (2) 2020 > of 3.25% or EURIBOR plus 2.50% 694.3 — First Lien Credit Facility - Euro Term Loans (2) (3) 2021 > of 4.75% or EURIBOR plus 3.75% — 450.7 First Lien Credit Facility - Euro Term Loans (2) (3) 2021 > of 3.50% or EURIBOR plus 2.75% 716.0 — Borrowings under the Revolving Credit Facility LIBOR plus 3.00% — — Borrowings under lines of credit (4) 28.5 86.0 Capital leases and other 14.7 14.5 Total debt and capital lease obligations 5,479.5 5,239.0 Less: current installments of long-term debt and revolving credit facilities 38.9 116.1 Total long-term debt and capital lease obligations $ 5,440.6 $ 5,122.9 (1) Net of unamortized premium, discounts and debt issuance costs of $35.5 million and $33.4 million at December 31, 2017 and 2016 , respectively. Weighted average effective interest rate of 6.53% and 7.81% at December 31, 2017 and 2016 , respectively. (2) First Lien Credit Facility term loans net of unamortized discounts and debt issuance costs of $33.3 million and $64.0 million at December 31, 2017 and 2016 , respectively. Weighted average effective interest rate of 4.53% and 5.64% at December 31, 2017 and 2016 , respectively, including the effects of interest rate swaps. See Note 13, Financial Instruments, to the Consolidated Financial Statements for further information regarding the Company's interest rate swaps. (3) The maturity date will extend to June 7, 2023, provided that the Company is able to prepay, redeem or otherwise retire and/or refinance in full its 1.10 billion , 6.50% USD Notes due 2022, as permitted under the Amended and Restated Credit Agreement, on or prior to November 2, 2021. (4) Weighted average interest rate of 3.51% and 4.48% at December 31, 2017 and 2016 , respectively. |
Schedule of Maturities of Long-term Debt | Minimum future principal payments on long-term debt and capital lease obligations were as follows: ($ amounts in millions) Long-Term Debt Capital Leases Total 2018 $ — $ 0.7 $ 0.7 2019 — 0.6 0.6 2020 1,330.8 0.5 1,331.3 2021 (*) 1,854.4 0.5 1,854.9 2022 1,100.0 0.4 1,100.4 Thereafter 1,219.9 1.6 1,221.5 Total $ 5,505.1 $ 4.3 $ 5,509.4 (*) 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 $1.85 billion of first lien debt will be extended to June 7, 2023 from November 2, 2021. |
Schedule of Long-term Debt Refinancing | The effects of the term loan refinancings resulting from Amendments No. 7 and 8 were as follows: ($ amounts in millions) Balance before refinancing Refinancing Balance after refinancing U.S. Dollar Tranche B-4 Term Loan due 2021 $ 1,467.6 $ (1,467.6 ) $ — U.S. Dollar Tranche B-6 Term Loan due 2021 — 1,231.0 1,231.0 U.S. Dollar Tranche B-5 Term Loan due 2020 603.9 (603.9 ) — U.S. Dollar Tranche B-7 Term Loan due 2020 — 680.0 680.0 Euro Tranche C-3 Term Loan due 2021 462.3 (462.3 ) — Euro Tranche C-5 Term Loan due 2021 — 697.5 697.5 Euro Tranche C-4 Term Loan due 2020 814.0 (814.0 ) — Euro Tranche C-6 Term Loan due 2020 — 740.0 740.0 Totals repriced first lien debt $ 3,347.8 $ 0.7 $ 3,348.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | (Loss) income before income taxes and non-controlling interests was as follows: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Domestic $ (331.0 ) $ (229.1 ) $ (290.8 ) Foreign 42.0 181.0 61.5 Total $ (289.0 ) $ (48.1 ) $ (229.3 ) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) consisted of the following: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Current: U.S.: Federal $ (1.2 ) $ 0.1 $ 0.7 State and local 1.0 0.4 (0.2 ) Foreign 133.4 85.5 120.1 Total current 133.2 86.0 120.6 Deferred: U.S.: Federal (48.7 ) 1.9 6.4 State and local 0.4 (0.2 ) (5.2 ) Foreign (78.3 ) (59.1 ) (46.7 ) Total deferred (126.6 ) (57.4 ) (45.5 ) Income tax expense $ 6.6 $ 28.6 $ 75.1 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal statutory tax rate to pre-tax loss, as a result of the following: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 U.S. federal statutory tax rate 35.0 % 35.0 % 35.0 % Taxes computed at U.S. statutory rate $ (101.2 ) $ (16.8 ) $ (80.3 ) State income taxes, net of federal benefit 0.9 0.1 (3.6 ) Foreign tax on foreign operations (3.9 ) (17.2 ) (25.3 ) U.S. tax on foreign operations 46.7 29.0 31.1 Net change in reserve (8.1 ) (24.1 ) 27.5 Change in valuation allowances 83.2 68.4 72.6 Provision for tax on undistributed foreign earnings (1.0 ) 26.8 5.0 Change of tax rate (19.4 ) 11.8 (1.0 ) Impact of transaction costs — (24.5 ) 40.5 Settlement of Series B Convertible Preferred Stock — (34.3 ) — Goodwill impairment 53.4 6.2 — Provisional estimate of TCJA (46.3 ) — — Other, net 2.3 3.2 8.6 Income tax expense $ 6.6 $ 28.6 $ 75.1 Effective tax rate (2.3 )% (59.5 )% (32.8 )% |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred income taxes at December 31, 2017 and 2016 were as follows: December 31, ($ amounts in millions) 2017 2016 Deferred tax assets: Net operating losses $ 323.0 $ 355.7 Tax credits 62.0 49.2 Interest carryforward 44.4 34.2 Employee benefits 40.3 56.2 Accrued liabilities 25.9 50.6 Financing activities 24.3 3.5 Goodwill 19.5 31.4 Accounts receivable 19.1 19.8 Research and development costs 10.3 15.2 Inventory 4.6 8.5 Other 20.7 24.1 Total deferred tax assets 594.1 648.4 Valuation allowance (391.7 ) (383.3 ) Total gross deferred tax assets 202.4 265.1 Deferred tax liabilities: Intangibles 710.4 831.9 Plant and equipment 24.8 33.9 Undistributed foreign earnings 21.9 36.8 Other 0.4 6.9 Total gross deferred tax liabilities 757.5 909.5 Net deferred tax liability $ 555.1 $ 644.4 |
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) 2017 2016 2015 Unrecognized tax benefits at beginning of period $ 128.3 $ 112.2 $ 27.7 Additions based on current year tax positions 6.5 76.2 20.7 Additions based upon prior year tax positions (including acquired uncertain tax positions) 4.0 1.7 72.2 Reductions due to closed statutes (6.3 ) (9.9 ) (2.9 ) Reductions for prior period positions (38.0 ) (51.9 ) — Reductions for settlements and payments (4.2 ) — (5.5 ) Total unrecognized tax benefits at end of period $ 90.3 $ 128.3 $ 112.2 |
Summary of Income Tax Examinations | At December 31, 2017 , the following tax years remained subject to examination by the major tax jurisdictions indicated below: Major Jurisdictions Open Years Belgium 2010 through current Brazil 2011 through current Canada 2012 through current China 2011 through current France 2011 through current Germany 2013 through current Japan 2012 through current Mexico 2012 through current Netherlands 2013 through current South Africa 2013 through current Taiwan 2012 through current United Kingdom 2008 and 2015 through current United States 2015 through current |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of realized and unrealized losses associated with derivative contracts designated as hedging instruments | For 2017 and 2016 , the Company recorded the following realized and unrealized losses associated with derivative contracts not designated as hedging instruments: ($ amounts in millions) December 31, Derivatives not designated as hedging instruments: Location on Condensed Consolidated Statement of Operations: 2017 2016 Foreign exchange and metals contracts Other (expense) income, net $ (9.5 ) $ (12.5 ) |
Offsetting assets | The following table provides information on the Company's derivative positions at December 31, 2017 and 2016 , subject to master netting arrangements as if they were presented on a net basis, allowing for the right of offset by counterparty and cash collateral: December 31, 2017 December 31, 2016 ($ amounts in millions) Asset Liability Asset Liability Gross amounts $ 5.5 $ 6.2 $ 6.3 $ 8.9 Gross amount subject to offset in master netting arrangements that are not offset (1.0 ) (2.0 ) (2.5 ) (2.6 ) Cash collateral paid — (0.4 ) — (1.0 ) Net $ 4.5 $ 3.8 $ 3.8 $ 5.3 |
Offsetting liabilities | The following table provides information on the Company's derivative positions at December 31, 2017 and 2016 , subject to master netting arrangements as if they were presented on a net basis, allowing for the right of offset by counterparty and cash collateral: December 31, 2017 December 31, 2016 ($ amounts in millions) Asset Liability Asset Liability Gross amounts $ 5.5 $ 6.2 $ 6.3 $ 8.9 Gross amount subject to offset in master netting arrangements that are not offset (1.0 ) (2.0 ) (2.5 ) (2.6 ) Cash collateral paid — (0.4 ) — (1.0 ) Net $ 4.5 $ 3.8 $ 3.8 $ 5.3 |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Fair Value Measurements The following tables present the Company’s financial assets and liabilities that are measured at fair value on a recurring basis: December 31, ($ amounts in millions) Balance sheet location Classification 2017 2016 Asset Category Foreign exchange and metals contracts not designated as hedging instruments Other current assets Level 2 5.5 8.5 Available for sale equity securities Other assets Level 1 3.7 5.1 Interest rate swaps designated as cash flow hedging instruments Other assets Level 2 3.4 — Available for sale equity securities Other assets Level 2 0.6 0.6 Total $ 13.2 $ 14.2 Liability Category Interest rate swaps designated as cash flow hedging instruments Accrued expenses and other liabilities Level 2 $ 2.8 $ 10.2 Foreign exchange and metals contracts not designated as hedging instruments Accrued expenses and other liabilities Level 2 7.3 10.7 Interest rate swaps designated as cash flow hedging instruments Other liabilities Level 2 0.8 — Long-term contingent consideration Contingent consideration Level 3 79.2 75.8 Total $ 90.1 $ 96.7 |
Accumulated Other Comprehensi47
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in each component of accumulated other comprehensive (loss) income, net of tax, during 2017 , 2016 and 2015 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 (Loss) Income 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 ) Reclassifications, pretax — — — — — — 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 ) Other comprehensive income (loss) before reclassifications, net 241.1 2.5 (2.2 ) (4.6 ) (3.6 ) 233.2 Reclassifications, pretax — 10.5 0.5 10.4 — 21.4 Tax (benefit) expense reclassified — (2.1 ) — — — (2.1 ) Balance at December 31, 2017 $ (453.6 ) $ (7.9 ) $ (1.3 ) $ — $ 40.8 $ (422.0 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A computation of weighted average shares of common stock outstanding and loss per share for 2017 , 2016 and 2015 follows: Year Ended December 31, ($ amounts in millions, except per share amounts) 2017 2016 2015 Net loss attributable to common stockholders $ (296.2 ) $ (40.8 ) $ (308.6 ) Numerator adjustments for diluted loss 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 allocated to PDH non-controlling interest — (5.9 ) — Net loss attributable to common stockholders for diluted loss per share $ (296.2 ) $ (177.6 ) $ (308.6 ) Basic weighted average common stock outstanding 286.1 243.3 203.2 Denominator adjustments for diluted loss per share: Conversion related to the amendment of the Series B Convertible 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 — 29.0 — Dilutive weighted average common stock outstanding 286.1 272.3 203.2 Loss per share attributable to common stockholders: Basic $ (1.04 ) $ (0.17 ) $ (1.52 ) Diluted $ (1.04 ) $ (0.65 ) $ (1.52 ) Dividends per share paid to common stockholders $ — $ — $ — |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For 2017 , 2016 and 2015 , 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) 2017 2016 2015 Shares issuable for the contingent consideration 7,421 8,553 4,640 Shares issuable upon conversion of PDH Common Stock 5,967 — 8,318 Shares issuable upon conversion of Series A Preferred Stock 2,000 2,000 2,000 Shares issuable upon vesting of RSUs 842 147 74 Shares issuable upon vesting and exercise of stock options 51 — 55 Shares issuable under the ESPP 3 2 1 Shares issuable upon conversion of Series B Convertible Preferred Stock — — 19,443 Shares contingently issuable to Founder Entities as stock dividend to Series A Preferred Stock — — 1,239 Total shares excluded 16,284 10,702 35,770 |
Operating Lease Commitments (Ta
Operating Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2018 $ 33.0 2019 25.0 2020 19.6 2021 13.9 2022 12.1 Thereafter 28.9 Total $ 132.5 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Restructuring expenses were recorded as follows in the Consolidated Statements of Operations: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Cost of sales $ 0.9 $ 0.9 $ 6.3 Selling, technical, general and administrative 29.9 30.2 19.0 Total restructuring $ 30.8 $ 31.1 $ 25.3 Restructuring expenses were recorded as follows in each of the Company's business segments: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Performance Solutions $ 23.5 $ 25.0 $ 6.9 Agricultural Solutions 7.3 6.1 18.4 Total restructuring $ 30.8 $ 31.1 $ 25.3 |
Other (Expense) Income, Net (Ta
Other (Expense) Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | "Other (expense) income, net," as reported in the Consolidated Statements of Operations, consisted of the following: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Loss on debt extinguishments $ (72.3 ) $ (11.3 ) $ — Loss on derivative contracts (9.5 ) (12.5 ) (74.0 ) Non-cash change in fair value of preferred stock redemption liability — (5.0 ) — Gain on settlement agreement related to Series B Convertible Preferred Stock — 103.0 — Legal settlements 10.8 — 17.7 Sale of intellectual property and product rights 2.2 4.4 6.1 Other income, net 7.6 9.7 6.6 Total $ (61.2 ) $ 88.3 $ (43.6 ) |
Accrued Expenses And Other Cu52
Accrued Expenses And Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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) 2017 2016 Accrued customer rebates and sales incentives $ 127.7 $ 120.7 Accrued salaries, wages and employee benefits 117.0 103.5 Accrued income taxes payable 73.1 82.5 Accrued interest 47.8 49.2 Other current liabilities $ 225.5 $ 227.1 Total $ 591.1 $ 583.0 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes financial information regarding each reportable segment’s results of operations: Year Ended December 31, (amounts in millions) 2017 2016 2015 Net Sales: Performance Solutions $ 1,878.6 $ 1,770.1 $ 800.8 Agricultural Solutions 1,897.3 1,815.8 1,741.5 Total $ 3,775.9 $ 3,585.9 $ 2,542.3 Depreciation and amortization: Performance Solutions $ 155.0 $ 156.5 $ 80.0 Agricultural Solutions 199.2 185.8 171.0 Total $ 354.2 $ 342.3 $ 251.0 Capital expenditures and product registrations: Performance Solutions $ 29.3 $ 29.3 $ 17.6 Agricultural Solutions 70.6 63.4 64.7 Total $ 99.9 $ 92.7 $ 82.3 Adjusted EBITDA: Performance Solutions $ 432.7 $ 401.3 $ 224.3 Agricultural Solutions 388.2 368.2 343.4 Total $ 820.9 $ 769.5 $ 567.7 The following table reconciles "Net loss attributable to common stockholders" to Adjusted EBITDA: Year Ended December 31, ($ amounts in millions) 2017 2016 2015 Net loss attributable to common stockholders $ (296.2 ) $ (40.8 ) $ (308.6 ) Add (subtract): Gain on amendment of Series B Convertible Preferred Stock — (32.9 ) — Net income (loss) attributable to the non-controlling interests 0.6 (3.0 ) 4.2 Income tax expense 6.6 28.6 75.1 Interest expense, net 341.6 375.7 213.9 Depreciation expense 78.3 75.0 48.9 Amortization expense 275.9 267.3 202.1 EBITDA 406.8 669.9 235.6 Adjustments to reconcile to Adjusted EBITDA: Restructuring expense 30.8 31.1 25.3 Amortization of inventory step-up — 11.7 76.5 Acquisition and integration costs 4.8 33.4 122.4 Non-cash change in fair value of contingent consideration 3.4 5.1 6.8 Legal settlements (10.8 ) (2.8 ) (16.0 ) Foreign exchange loss on foreign denominated external and internal long-term debt 102.5 33.9 46.4 Debt refinancing costs 83.2 19.7 — Fair value loss on foreign exchange forward contract — — 73.7 Goodwill impairment 160.0 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 — Costs related to Proposed Separation 12.1 — — Pension plan settlement and curtailment 10.5 1.8 — Other, net 17.6 17.1 (3.0 ) Adjusted EBITDA $ 820.9 $ 769.5 $ 567.7 |
Revenue from External Customers by Geographic Areas | Year Ended December 31, (amounts in millions) 2017 2016 2015 United States $ 654.7 $ 725.4 $ 474.6 Brazil 476.7 463.0 380.6 Other countries 2,644.5 2,397.5 1,687.1 Total $ 3,775.9 $ 3,585.9 $ 2,542.3 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | December 31, (amounts in millions) 2017 2016 United States $ 122.2 $ 137.4 France 48.2 47.2 China 42.0 47.3 Other countries 239.9 228.6 Total $ 452.3 $ 460.5 |
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) 2017 2016 2015 Performance Solutions Assembly Solutions $ 629.7 $ 554.5 $ 41.1 Electronics Solutions 538.7 525.9 198.8 Industrial Solutions 482.2 445.0 287.8 Graphics Solutions 153.4 171.8 173.9 Offshore Solutions 74.6 72.9 99.2 Performance Solutions sales 1,878.6 1,770.1 800.8 Agricultural Solutions Agricultural Solutions 1,873.9 1,794.3 1,727.9 Animal Health 23.4 21.5 13.6 Agricultural Solutions 1,897.3 1,815.8 1,741.5 Total $ 3,775.9 $ 3,585.9 $ 2,542.3 |
Supplementary Data (Tables)
Supplementary Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 2017 ($ amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales $ 861.8 $ 941.1 $ 904.3 $ 1,068.7 Gross profit 378.4 399.9 371.1 439.6 Net loss attributable to stockholders (24.4 ) (61.1 ) (69.2 ) (141.5 ) Net loss attributable to common stockholders (24.4 ) (61.1 ) (69.2 ) (141.5 ) Loss per share Basic $ (0.09 ) $ (0.21 ) $ (0.24 ) $ (0.49 ) Diluted (0.09 ) (0.21 ) (0.24 ) (0.49 ) 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 ) (Loss) earnings per share Basic $ (0.59 ) $ (0.04 ) $ 0.45 $ (0.01 ) Diluted (0.59 ) (0.04 ) (0.15 ) (0.01 ) |
Background and Basis of Prese55
Background and Basis of Presentation (Details) | 12 Months Ended | |
Dec. 31, 2017product_linesegment | Jan. 31, 2014$ / shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Par value (in usd per share) | $ / shares | $ 0.01 | |
Number of reportable segments | segment | 2 | |
Number of Major Product Lines | product_line | 5 |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Buildings and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Buildings and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Machinery, equipment and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Machinery, equipment and fixtures | 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 |
Summary of Significant Accoun57
Summary of Significant Accounting Policies - Finite-Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2017 | |
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 | 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 | 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 |
Summary of Significant Accoun58
Summary of Significant Accounting Policies - Out of Period Adjustments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Net income (loss) | $ (141.5) | $ (69.2) | $ (61.1) | $ (24.4) | $ (1.9) | $ 71.8 | $ (8.8) | $ (134.8) | $ (296.2) | $ (73.7) | $ (308.6) |
Goodwill | 4,201.2 | 4,178.9 | 4,201.2 | 4,178.9 | 4,021.9 | ||||||
Accumulated other comprehensive loss | $ 422 | 674.5 | 422 | 674.5 | |||||||
Foreign Subsidiary Tax Accounting | Income Tax Expense | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Quantifying misstatement | $ (9.5) | ||||||||||
Incorrect Allocation of Expenses to Non-controlling Interest | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Quantifying misstatement | 6.1 | ||||||||||
Translation and Purchase Accounting Adjustments of Goodwill | Adjustment | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Goodwill | 15.1 | 15.1 | |||||||||
Accumulated other comprehensive loss | $ 15.1 | 15.1 | |||||||||
Income Taxes | |||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||
Net income (loss) | $ (9.3) | $ 9.3 |
Recent Accounting Pronounceme59
Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net cash flows used in investing activities | $ (92.6) | $ (74.7) | $ (4,256.5) |
Amount reclassified from net cash flows (used in) provided by operating activities | (182.1) | (184.8) | (320.9) |
Amount reclassified to net cash flows (used in) provided by financing activities | (67.4) | (102.2) | $ 4,001.2 |
Accounting Standards Update 2016-15 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Noncash investing activities | 69 | 3.9 | |
Net cash flows used in investing activities | 44.3 | 3.4 | |
Amount reclassified from net cash flows (used in) provided by operating activities | 8.8 | 8.4 | |
Amount reclassified to net cash flows (used in) provided by financing activities | $ 8.8 | $ 8.4 |
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 - 61
Acquisitions of Businesses - 2015 Activity (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 01, 2015 | Oct. 28, 2015 | Feb. 13, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||
Acquisition of business, net of cash acquired | $ 0.5 | $ (1.3) | $ 4,600.3 | |||
Alent | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 1,740 | |||||
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 | |||||
Arysta | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 3,500 | |||||
Acquisition of business, net of cash acquired | 2,860 | |||||
Shares transferred for business acquisition | 646 | |||||
Arysta | Series B Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Equity instruments | $ 600 |
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 | |
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) |
Acquisitions of Businesses - Pu
Acquisitions of Businesses - Purchase Price Allocation (Details) - USD ($) $ in Millions | Jan. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Consideration | ||||
Cash, net | $ 0.5 | $ (1.3) | $ 4,600.3 | |
Acquisition costs | 4.8 | 33.4 | 122.4 | |
Identifiable assets acquired and liabilities assumed | ||||
Goodwill | $ 4,201.2 | $ 4,178.9 | $ 4,021.9 | |
OMG Malaysia | ||||
Consideration | ||||
Cash, net | $ (1.3) | |||
Note receivable settlement | 125 | |||
Total consideration | 123.7 | |||
Acquisition costs | 0.5 | |||
Identifiable assets acquired and liabilities assumed | ||||
Accounts receivable | 4.3 | |||
Inventories | 6.4 | |||
Other current assets | 0.2 | |||
Property, plant and equipment | 4.7 | |||
Identifiable intangible assets | 43.9 | |||
Current liabilities | (3.5) | |||
Non-current deferred tax liability | (11.3) | |||
Total identifiable net assets | 44.7 | |||
Goodwill | 79 | |||
Total purchase price | $ 123.7 |
Acquisitions of Businesses - Sc
Acquisitions of Businesses - Schedule of Identifiable Intangible Assets Recorded in Conjunction with Acquisitions (Details) - OMG Malaysia $ in Millions | Jan. 31, 2016USD ($) |
Business Acquisition [Line Items] | |
Fair Value | $ 43.9 |
Weighted average useful life (years) | 14 years 3 months 18 days |
Customer lists | |
Business Acquisition [Line Items] | |
Fair Value | $ 41 |
Weighted average useful life (years) | 15 years |
Developed technology | |
Business Acquisition [Line Items] | |
Fair Value | $ 2.9 |
Weighted average useful life (years) | 5 years |
Acquisitions of Businesses - Un
Acquisitions of Businesses - Unaudited Pro Forma Net Sales and Net (Loss) Income Attributable to Stockholders (Details) - Alent, OMG, Arysta $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |
Pro forma net sales | $ 3,582.4 |
Pro forma net loss attributable to stockholders | $ (328.1) |
Acquisitions of Businesses - 66
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Acquisition costs | $ 4.8 | $ 33.4 | $ 122.4 |
Alent, OMG, Arysta | |||
Business Acquisition [Line Items] | |||
Acquisition costs | $ 35.9 |
Accounts and Notes Receivable -
Accounts and Notes Receivable - Schedule (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Total accounts receivable, net | $ 1,157.7 | $ 1,058 |
Non-current accounts receivable, net | (1.7) | (3.2) |
Accounts receivable, net | $ 1,156 | $ 1,054.8 |
Accounts and Notes Receivable68
Accounts and Notes Receivable - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 28, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Allowance for doubtful accounts | $ 47.6 | $ 36.7 | |||
Interest expense, net | $ (341.6) | $ (375.7) | $ (213.9) | ||
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 |
Inventories - Schedule of Major
Inventories - Schedule of Major Components of Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 328.9 | $ 273.8 |
Work in process | 28.8 | 37.1 |
Raw materials and supplies | 149.8 | 135.9 |
Total inventory, net | 507.5 | 446.8 |
Non-current inventory, net | (17) | (30.4) |
Current inventory, net | $ 490.4 | $ 416.4 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cost of Sales | Various | Fair Value Adjustment to Inventory | ||
Inventory [Line Items] | ||
Fair value of assets | $ 11.7 | $ 76.5 |
Property, Plant and Equipment71
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 637.5 | $ 580.9 | |
Accumulated depreciation | (185.2) | (120.4) | |
Property, plant and equipment, net | 452.3 | 460.5 | |
Depreciation | 78.3 | 75 | $ 48.9 |
Land and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 108.8 | 109.2 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 149.8 | 141.8 | |
Machinery, equipment, fixtures, and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 344.6 | 293.2 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 34.3 | $ 36.7 |
Goodwill and Intangible Asset72
Goodwill and Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||
Goodwill | $ 4,407,800,000 | $ 4,225,500,000 | $ 4,021,900,000 |
Accumulated impairment losses | (206,600,000) | (46,600,000) | 0 |
Goodwill [Roll Forward] | |||
Goodwill Balance | 4,178,900,000 | 4,021,900,000 | |
Addition from acquisitions | 66,900,000 | ||
Purchase accounting adjustments | 44,800,000 | ||
Impairment write-off | (160,000,000) | (46,600,000) | 0 |
Foreign currency translation | 182,300,000 | 91,900,000 | |
Goodwill Balance | 4,201,200,000 | 4,178,900,000 | 4,021,900,000 |
Performance Solutions | |||
Goodwill [Line Items] | |||
Goodwill | 2,299,200,000 | 2,179,000,000 | 2,147,200,000 |
Accumulated impairment losses | (46,600,000) | (46,600,000) | 0 |
Goodwill [Roll Forward] | |||
Goodwill Balance | 2,132,400,000 | 2,147,200,000 | |
Addition from acquisitions | 66,900,000 | ||
Purchase accounting adjustments | 29,700,000 | ||
Impairment write-off | 0 | ||
Foreign currency translation | 120,200,000 | (64,800,000) | |
Goodwill Balance | 2,252,600,000 | 2,132,400,000 | 2,147,200,000 |
Agricultural Solutions | |||
Goodwill [Line Items] | |||
Goodwill | 2,108,600,000 | 2,046,500,000 | 1,874,700,000 |
Accumulated impairment losses | (160,000,000) | 0 | 0 |
Goodwill [Roll Forward] | |||
Goodwill Balance | 2,046,500,000 | 1,874,700,000 | |
Addition from acquisitions | 0 | ||
Purchase accounting adjustments | 15,100,000 | ||
Impairment write-off | (160,000,000) | 0 | |
Foreign currency translation | 62,100,000 | 156,700,000 | |
Goodwill Balance | $ 1,948,600,000 | 2,046,500,000 | $ 1,874,700,000 |
Offshore Solutions | Performance Solutions | |||
Goodwill [Roll Forward] | |||
Impairment write-off | $ (46,600,000) |
Goodwill and Intangible Asset73
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 160,000,000 | $ 46,600,000 | $ 0 |
Amortization of intangible assets | 276,000,000 | 267,000,000 | $ 202,000,000 |
Tradenames | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets other than goodwill | $ 386,000,000 | $ 377,000,000 |
Goodwill and Intangible Asset74
Goodwill and Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,587.1 | $ 3,295 |
Accumulated Amortization | (835.6) | (438.7) |
Net Book Value | 2,751.5 | 2,856.3 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,303.3 | 1,245.9 |
Accumulated Amortization | (263.5) | (174.5) |
Net Book Value | 1,039.8 | 1,071.4 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,250.7 | 2,022.1 |
Accumulated Amortization | (557) | (254.9) |
Net Book Value | 1,693.7 | 1,767.2 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 30.3 | 25.1 |
Accumulated Amortization | (13.8) | (8.2) |
Net Book Value | 16.5 | 16.9 |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2.8 | 1.9 |
Accumulated Amortization | (1.3) | (1.1) |
Net Book Value | $ 1.5 | $ 0.8 |
Goodwill and Intangible Asset75
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) $ in Millions | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 282.6 |
2,019 | 282.4 |
2,020 | 277.9 |
2,021 | 269.5 |
2,022 | $ 254.9 |
Long-term Compensation Plans -
Long-term Compensation Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2014 | |
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 outstanding (in shares) | 3,675,726 | 3,003,003 | ||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 1.4 | |||
Awards granted (in shares) | 1,117,719 | 1,754,868 | 453,260 | |
The 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted (in shares) | 496,203 | |||
Awards outstanding (in shares) | 3,500,726 |
Long-term Compensation Plans 77
Long-term Compensation Plans - Schedule of Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 11.8 | $ 7.3 | $ 0.8 |
Unrecognized compensation expense for awards expected to vest | $ 22.2 | ||
Weighted average remaining vesting period (months) | 19 years 1 month 6 days | ||
Long-term cash bonus plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 0 | (0.1) | 0.1 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 10.4 | 6.5 | 0.8 |
Weighted average remaining vesting period (months) | 26 months 15 days | ||
Liability classified share-based payments | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 0.6 | 0.4 | (0.1) |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 0.8 | $ 0.5 | $ 0 |
Long-term Compensation Plans 78
Long-term Compensation Plans - Activity in Payment Awards (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Total | ||
Beginning balance (in shares) | 3,003,003 | |
Granted (in shares) | 1,373,921 | |
Exercised (in shares) | (122,769) | |
Forfeited (in shares) | (578,429) | |
Ending balance (in shares) | 3,675,726 | 3,003,003 |
Stock Options | ||
Beginning balance (in shares) | 565,198 | |
Granted (in shares) | 256,202 | 390,198 |
Exercised (in shares) | (15,319) | |
Forfeited (in shares) | (73,884) | |
Ending balance (in shares) | 732,197 | 565,198 |
Other Than 2013 Plan | ||
Stock Options | ||
Ending balance (in shares) | 175,000 | |
RSUs | ||
Equity Classified | ||
Beginning balance (in shares) | 2,117,493 | |
Granted (in shares) | 1,117,719 | |
Exercised (in shares) | (107,450) | |
Forfeited (in shares) | (503,911) | |
Ending balance (in shares) | 2,623,851 | 2,117,493 |
Liability Classified | ||
Outstanding, beginning balance (in shares) | 320,312 | |
Forfeited (in shares) | (634) | |
Outstanding, ending balance (in shares) | 319,678 | 320,312 |
Long-term Compensation Plans 79
Long-term Compensation Plans - Equity Classified Share Based Payments (Details) - RSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 1,117,719 | 1,754,868 | 453,260 |
Weighted average grant date fair value (in dollars per share) | $ 16.08 | $ 10.85 | $ 24.55 |
Weighted average vesting period | 31 months 6 days | 33 months 24 days | 54 months 18 days |
Long-term Compensation Plans 80
Long-term Compensation Plans - Restricted Stock Unit Valuation Assumptions (Details) - RSUs | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected term (years) | 3 years | 3 years |
Expected volatility | 52.10% | 53.00% |
Risk-free rate | 1.50% | 1.05% |
Long-term Compensation Plans 81
Long-term Compensation Plans - Schedule Equity Classified Share Based Payment RSUs (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average remaining vesting period (months) | 19 years 1 month 6 days | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 2,623,851 | 2,117,493 |
Weighted average remaining vesting period (months) | 26 months 15 days | |
Potential additional awards (in shares) | 2,060,258 | |
Service-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 931,906 | |
Weighted average remaining vesting period (months) | 16 months 27 days | |
Potential additional awards (in shares) | 0 | |
Performance-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 947,013 | |
Weighted average remaining vesting period (months) | 17 months 21 days | |
Potential additional awards (in shares) | 617,020 | |
Market-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 744,932 | |
Weighted average remaining vesting period (months) | 30 months 27 days | |
Potential additional awards (in shares) | 1,443,238 |
Long-term Compensation Plans 82
Long-term Compensation Plans - Equity Classified Share Based Payments Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2014 | |
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) | ||
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) | 83,333 | |
Performance Restricted Stock Units (RSUs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share multiplier (as a percent) | 100.00% |
Long-term Compensation Plans 83
Long-term Compensation Plans - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options (in shares) | 256,202 | 390,198 |
Weighted average strike price (in dollars per share) | $ 13.30 | $ 8.05 |
Weighted average grant date fair value (in dollars per share) | $ 6.05 | $ 4.35 |
Options outstanding (in shares) | 732,197 | 565,198 |
Weighted average exercise price of outstanding options (in dollars per share) | $ 11.50 | |
Outstanding stock options vested (in shares) | 110,662 | |
Vested options outstanding, aggregate intrinsic value | $ 0.2 | |
Nonvested options (in shares) | 446,535 | |
Aggregate intrinsic value of nonvested options | $ 0.4 | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Award expiration period | 10 years | |
Exercise Price $11.50 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of outstanding options (in shares) | 175,000 |
Long-term Compensation Plans 84
Long-term Compensation Plans - Stock Options Valuation Assumptions (Details) - Employee Stock Option | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected term (years) | 6 years | 6 years |
Expected volatility | 45.00% | 53.00% |
Risk-free rate | 2.09% | |
Expected dividend rate | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free rate | 1.52% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free rate | 1.56% |
Long-term Compensation Plans 85
Long-term Compensation Plans - Long Term Cash Bonus Plan (LTCB) (Details) - Deferred Bonus $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Allotted bonus total amount | $ 6.5 |
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 |
Pension, Post-Retirement and 86
Pension, Post-Retirement and Post-Employment Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Net periodic (benefit) cost | $ (12.8) | $ (4.1) | $ 1 |
Pension, Post-Retirement and 87
Pension, Post-Retirement and Post-Employment Plans - Domestic Defined Benefit Pension Plan (Details) - Pension Plan - Domestic - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Projected benefit obligation | $ 218 | $ 206 |
Long Term Growth | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan investment mix | 50.00% | |
Liability-Matching Assets | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan investment mix | 49.00% | |
Near Term Benefit Payments | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan investment mix | 1.00% | |
Fixed Income Funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average asset allocation | 49.00% | |
Equity Securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average asset allocation | 27.00% | |
Limited Partnership Interests | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average asset allocation | 19.00% | |
Collective Investment Funds (CIFs) | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average asset allocation | 4.00% | |
Cash | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average asset allocation | 1.00% |
Pension, Post-Retirement and 88
Pension, Post-Retirement and Post-Employment Plans - Supplemental Executive Retirement Plans (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
SERP | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 8.5 | $ 7.9 |
Pension, Post-Retirement and 89
Pension, Post-Retirement and Post-Employment Plans - Domestic Defined Benefit Post-Retirement Medical and Dental Plan (Details) - Post-retirement Medical Benefits - Domestic | 12 Months Ended |
Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |
Post-retirement medical benefits limits | 5.00% |
Benefit obligation percent to retirees | 35.00% |
Benefit obligation percent to eligible active participants | 39.00% |
Benefit obligation percent to other active participants | 26.00% |
Maximum | |
Defined Benefit Plan Disclosure [Line Items] | |
Age of retiree | 55 years |
Years of service | 20 years |
Post-retirement medical benefits limits | 4.00% |
Minimum | |
Defined Benefit Plan Disclosure [Line Items] | |
Years of service | 10 years |
Post-retirement medical benefits limits | 2.00% |
Pension, Post-Retirement and 90
Pension, Post-Retirement and Post-Employment Plans - Foreign Pension Plans (Details) - Pension Plan - Foreign - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Pension obligation loss from other comprehensive income | $ (9.8) | |
Projected benefit obligation | $ 7.7 | $ 5.1 |
Pension, Post-Retirement and 91
Pension, Post-Retirement and Post-Employment Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net periodic benefit expense: | |||
Net periodic cost (benefit) | $ 12.8 | $ 4.1 | $ (1) |
Pension Plan and SERP | Domestic | |||
Net periodic benefit expense: | |||
Service cost | 0 | 0 | 0 |
Interest cost on the projected benefit obligation | 8.8 | 10.1 | 6.8 |
Expected return on plan assets | (10.1) | (11.6) | (9.9) |
Amortization of prior service cost | 0 | 0 | 0 |
Amortization of actuarial net loss | 0 | 0 | 0 |
Plan curtailment | 0 | 0 | 0 |
Plan settlement | 0 | 1.7 | 0 |
Net periodic cost (benefit) | (1.3) | 0.2 | (3.1) |
Pension Plan and SERP | Foreign | |||
Net periodic benefit expense: | |||
Service cost | 2.1 | 1.8 | 1.4 |
Interest cost on the projected benefit obligation | 2.3 | 3.1 | 2.8 |
Expected return on plan assets | (1.9) | (2.6) | (2.7) |
Amortization of prior service cost | 0 | 0.6 | 0 |
Amortization of actuarial net loss | 0.1 | 0.2 | 0 |
Plan curtailment | 0.3 | (0.1) | 0 |
Plan settlement | 10.2 | 0.2 | 0 |
Net periodic cost (benefit) | 13.1 | 3.2 | 1.5 |
Post-retirement Medical Benefits | Domestic | |||
Net periodic benefit expense: | |||
Service cost | 0 | 0.1 | 0.1 |
Interest cost on the projected benefit obligation | 0.4 | 0.4 | 0.3 |
Amortization of actuarial net loss | 0 | 0 | 0 |
Net periodic cost (benefit) | 0.4 | 0.4 | 0.4 |
Post-retirement Medical Benefits | Foreign | |||
Net periodic benefit expense: | |||
Service cost | 0.1 | 0.1 | 0.1 |
Interest cost on the projected benefit obligation | 0.4 | 0.2 | 0.1 |
Amortization of actuarial net loss | 0.1 | 0 | 0 |
Net periodic cost (benefit) | $ 0.6 | $ 0.3 | $ 0.2 |
Pension, Post-Retirement and 92
Pension, Post-Retirement and Post-Employment Plans - Key Assumptions Used to Determine Net Periodic Benefit Expense (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Foreign | Pension Plan and SERP | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 2.30% | 2.80% | 2.50% |
Rate of compensation increase | 3.30% | 3.30% | 2.90% |
Long-term rate of return on assets | 2.30% | 2.90% | 2.50% |
Foreign | Post-retirement Medical Benefits | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 12.20% | 14.00% | 14.50% |
Domestic | Pension Plan and SERP | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 4.20% | 4.60% | 4.20% |
Rate of compensation increase | 3.50% | 3.50% | 3.50% |
Long-term rate of return on assets | 5.90% | 6.50% | 7.40% |
Domestic | Post-retirement Medical Benefits | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 4.20% | 4.40% | 4.20% |
Pension, Post-Retirement and 93
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Change in Fair Value of Plan Assets: | |||
Beginning Balance | $ 261.6 | ||
Ending Balance | 212.6 | $ 261.6 | |
Pension Plan and SERP | Domestic | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 213.5 | 230.5 | |
Additions | 0 | 0 | |
Service cost | 0 | 0 | $ 0 |
Plan amendments | 0 | 0 | |
Interest cost | 8.8 | 10.1 | 6.8 |
Plan curtailment | 0 | 0 | |
Employee contributions | 0 | 0 | |
Actuarial (gain) loss due to assumption change | 0 | 0 | |
Actuarial loss (gain) due to plan experience | 13.8 | 5 | |
Benefits and expenses paid | (9.9) | (9.2) | |
Settlement | 0 | (22.9) | |
Foreign currency translation | 0 | 0 | |
End of period balance | 226.2 | 213.5 | 230.5 |
Change in Fair Value of Plan Assets: | |||
Beginning Balance | 176.6 | 184.5 | |
Additions | 0 | 0 | |
Actual return on plan assets, net of expenses | 29.8 | 17.9 | |
Employer contributions | 3.1 | 6.2 | |
Employee contributions | 0 | 0 | |
Benefits paid | (9.9) | (9.1) | |
Settlement | 0 | (22.9) | |
Foreign currency translation | 0 | 0 | |
Ending Balance | 199.6 | 176.6 | 184.5 |
Funded status of plan | (26.6) | (36.9) | |
Pension Plan and SERP | Foreign | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 103 | 112.7 | |
Additions | 0.6 | 2.7 | |
Service cost | 2.1 | 1.8 | 1.4 |
Plan amendments | 0 | (6.9) | |
Interest cost | 2.3 | 3.1 | 2.8 |
Plan curtailment | (0.1) | (0.1) | |
Employee contributions | 0 | 0 | |
Actuarial (gain) loss due to assumption change | (1.4) | 14.5 | |
Actuarial loss (gain) due to plan experience | 0.3 | (2.1) | |
Benefits and expenses paid | (6.5) | (6.6) | |
Settlement | (72.2) | (2.5) | |
Foreign currency translation | 6.1 | (13.6) | |
End of period balance | 34.2 | 103 | 112.7 |
Change in Fair Value of Plan Assets: | |||
Beginning Balance | 85 | 93.7 | |
Additions | 0.5 | 0 | |
Actual return on plan assets, net of expenses | 0.5 | 11.3 | |
Employer contributions | 1.8 | 2.5 | |
Employee contributions | 0 | 0 | |
Benefits paid | (6.5) | (6.6) | |
Settlement | (72.2) | (2.5) | |
Foreign currency translation | 3.9 | (13.4) | |
Ending Balance | 13 | 85 | 93.7 |
Funded status of plan | (21.2) | (18) | |
Post-retirement Medical Benefits | Domestic | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 9.6 | 9.4 | |
Additions | 0 | 0 | |
Service cost | 0 | 0.1 | 0.1 |
Plan amendments | 0 | 0 | |
Interest cost | 0.4 | 0.4 | 0.3 |
Plan curtailment | 0 | 0 | |
Employee contributions | 0 | 0.3 | |
Actuarial (gain) loss due to assumption change | 0 | 0 | |
Actuarial loss (gain) due to plan experience | 0.2 | 0.2 | |
Benefits and expenses paid | (0.5) | (0.8) | |
Settlement | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
End of period balance | 9.7 | 9.6 | 9.4 |
Change in Fair Value of Plan Assets: | |||
Beginning Balance | 0 | 0 | |
Additions | 0 | 0 | |
Actual return on plan assets, net of expenses | 0 | 0 | |
Employer contributions | 0.5 | 0.5 | |
Employee contributions | 0 | 0.3 | |
Benefits paid | (0.5) | (0.8) | |
Settlement | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
Ending Balance | 0 | 0 | 0 |
Funded status of plan | (9.7) | (9.6) | |
Post-retirement Medical Benefits | Foreign | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 3.1 | 1.4 | |
Additions | 0 | 0 | |
Service cost | 0.1 | 0.1 | 0.1 |
Plan amendments | 0 | 0 | |
Interest cost | 0.4 | 0.2 | 0.1 |
Plan curtailment | 0 | 0 | |
Employee contributions | 0 | 0 | |
Actuarial (gain) loss due to assumption change | 0.3 | 0.5 | |
Actuarial loss (gain) due to plan experience | 0.9 | 0.6 | |
Benefits and expenses paid | (0.2) | (0.1) | |
Settlement | 0 | 0 | |
Foreign currency translation | (0.1) | 0.4 | |
End of period balance | 4.5 | 3.1 | 1.4 |
Change in Fair Value of Plan Assets: | |||
Beginning Balance | 0 | 0 | |
Additions | 0 | 0 | |
Actual return on plan assets, net of expenses | 0 | 0 | |
Employer contributions | 0.2 | 0.1 | |
Employee contributions | 0 | 0 | |
Benefits paid | (0.2) | (0.1) | |
Settlement | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
Ending Balance | 0 | 0 | $ 0 |
Funded status of plan | $ (4.5) | $ (3.1) |
Pension, Post-Retirement and 94
Pension, Post-Retirement and Post-Employment Plans - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Retirement Benefits [Abstract] | ||
Aggregate accumulated benefit obligation | $ 244 | $ 300 |
Accumulated benefit obligations in excess of plan assets | 244 | 228 |
Accumulated benefit obligations in excess of plan assets, fair value | $ 209 | $ 186 |
Pension, Post-Retirement and 95
Pension, Post-Retirement and Post-Employment Plans - Key Assumptions Used to Determine Benefit Obligations (Details) | Dec. 31, 2017 | Dec. 31, 2016 |
Pension Plan and SERP | Domestic | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 3.70% | 4.20% |
Rate of compensation increase | 3.50% | 3.50% |
Pension Plan and SERP | Foreign | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 3.00% | 2.30% |
Rate of compensation increase | 3.40% | 3.00% |
Post-retirement Medical Benefits | Domestic | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 3.70% | 4.20% |
Post-retirement Medical Benefits | Foreign | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 9.90% | 12.20% |
Pension, Post-Retirement and 96
Pension, Post-Retirement and Post-Employment Plans - Amounts Recognized in Balance Sheet and Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet | ||
Pension and post-retirement benefits | $ 69 | $ 73.8 |
Domestic | Pension Plan and SERP | ||
Balance Sheet | ||
Other assets | 0 | 0 |
Accrued expenses and other current liabilities | 1.1 | 0.7 |
Pension and post-retirement benefits | 25.5 | 36.2 |
Accumulated Other Comprehensive Income (Loss) Balance Sheet | ||
Net actuarial (loss) gain | (7) | (12.8) |
Prior service (costs) credits | (0.1) | (0.1) |
Domestic | Post-retirement Medical Benefits | ||
Balance Sheet | ||
Other assets | 0 | 0 |
Accrued expenses and other current liabilities | 0.6 | 0.6 |
Pension and post-retirement benefits | 9.1 | 9 |
Accumulated Other Comprehensive Income (Loss) Balance Sheet | ||
Net actuarial (loss) gain | (0.8) | (0.6) |
Foreign | Pension Plan and SERP | ||
Balance Sheet | ||
Other assets | 3.6 | 4 |
Accrued expenses and other current liabilities | 0.7 | 0.6 |
Pension and post-retirement benefits | 24.1 | 21.4 |
Accumulated Other Comprehensive Income (Loss) Balance Sheet | ||
Net actuarial (loss) gain | (3.1) | (12.3) |
Prior service (costs) credits | 0 | (0.3) |
Future amortization of prior service cost (credit) | 0 | |
Foreign | Post-retirement Medical Benefits | ||
Balance Sheet | ||
Other assets | 0 | 0 |
Accrued expenses and other current liabilities | 0.2 | 0.2 |
Pension and post-retirement benefits | 4.3 | 2.9 |
Accumulated Other Comprehensive Income (Loss) Balance Sheet | ||
Net actuarial (loss) gain | $ (2.2) | $ (1.1) |
Pension, Post-Retirement and 97
Pension, Post-Retirement and Post-Employment Plans - Fair Value of Plan Assets by Asset Category (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | $ 167.9 | $ 159.7 |
Assets using net asset value (or NAV) as a practical expedient | 44.7 | 101.9 |
Total | 212.6 | 261.6 |
Domestic equities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | 31.8 | 31.1 |
Foreign equities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | 18.3 | 0 |
Mutual funds holding domestic securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | 4 | 5.5 |
U.S. Treasuries | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | 14.6 | 4.9 |
Mutual funds holding U.S. Treasury Securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | 9.2 | 12 |
Mutual funds holding fixed income securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | 74.6 | 14.6 |
Insurance Buy-In Policy | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | 0 | 70.2 |
Foreign public bonds | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | 5.3 | 5.1 |
Corporate bonds | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | 0 | 1.2 |
Cash and cash equivalents | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sub-Total | $ 10.1 | $ 15.1 |
Pension, Post-Retirement and 98
Pension, Post-Retirement and Post-Employment Plans - Expected Future Benefit Payments (Details) $ in Millions | Dec. 31, 2017USD ($) |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,018 | $ 14.3 |
2,019 | 14.6 |
2,020 | 14.7 |
2,021 | 14.7 |
2,022 | 15.4 |
Subsequent five years | 79.2 |
Total | 152.9 |
Company's expected future contribution to the plan | 3.4 |
Pension Plan and SERP | Domestic | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,018 | 12 |
2,019 | 12 |
2,020 | 12.2 |
2,021 | 12.1 |
2,022 | 12.7 |
Subsequent five years | 64.1 |
Total | 125.1 |
Pension Plan and SERP | Foreign | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,018 | 1.6 |
2,019 | 1.8 |
2,020 | 1.7 |
2,021 | 1.8 |
2,022 | 1.9 |
Subsequent five years | 11.1 |
Total | 19.9 |
Post-retirement Medical Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,018 | 0.7 |
2,019 | 0.8 |
2,020 | 0.8 |
2,021 | 0.8 |
2,022 | 0.8 |
Subsequent five years | 4 |
Total | $ 7.9 |
Debt, Factoring and Customer 99
Debt, Factoring and Customer Financing Arrangements - Schedule of Debt (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 08, 2017 | Nov. 24, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 28,500,000 | $ 86,000,000 | ||
Capital leases and other | 14,700,000 | 14,500,000 | ||
Total debt and capital lease obligations | 5,479,500,000 | 5,239,000,000 | ||
Current installments of long-term debt and revolving credit facilities | 38,900,000 | 116,100,000 | ||
Total long-term debt and capital lease obligations | $ 5,440,600,000 | 5,122,900,000 | ||
Senior Notes | USD Senior Notes Due 2022 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.50% | |||
Long-term debt, gross | $ 1,086,100,000 | 1,083,200,000 | ||
Unamortized premiums, discounts and debt issuance costs | $ 35,500,000 | $ 33,400,000 | ||
Effective interest rate percentage | 6.53% | 7.81% | ||
Face amount | $ 1,100,000,000 | |||
Senior Notes | EUR Senior Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6.00% | |||
Long-term debt, gross | $ 415,100,000 | $ 362,400,000 | ||
Senior Notes | USD Senior Notes Due 2021 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 10.375% | 10.375% | 10.375% | |
Long-term debt, gross | $ 0 | 489,000,000 | ||
Senior Notes | USD Senior Notes Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.875% | |||
Long-term debt, gross | $ 783,200,000 | 0 | ||
Face amount | $ 550,000,000 | |||
Domestic Line of Credit | First Lien Credit Facility Term Loans | ||||
Debt Instrument [Line Items] | ||||
Unamortized premiums, discounts and debt issuance costs | $ 33,300,000 | $ 64,000,000 | ||
Effective interest rate percentage | 4.53% | 5.64% | ||
Domestic Line of Credit | First Lien Credit Facility - USD Term Loans Due 2020, Interest Rate Greater of 4.50% or LIBOR plus 3.50% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.50% | |||
Long-term debt, gross | $ 0 | $ 582,500,000 | ||
Domestic Line of Credit | First Lien Credit Facility - USD Term Loans Due 2020, Interest Rate 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 - USD Term Loans Due 2020, Interest Rate Greater of 3.50% or LIBOR plus 2.50% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.50% | |||
Long-term debt, gross | $ 620,400,000 | 0 | ||
Domestic Line of Credit | First Lien Credit Facility - USD Term Loans Due 2020, Interest Rate Greater of 3.50% or LIBOR plus 2.50% | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 2.50% | |||
Domestic Line of Credit | First Lien Credit Facility - USD Term Loans Due 2021, Interest Rate Greater of 5.00% or LIBOR plus 4.00% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.00% | |||
Long-term debt, gross | $ 0 | 1,444,200,000 | ||
Domestic Line of Credit | First Lien Credit Facility - USD Term Loans Due 2021, Interest Rate Greater of 5.00% or LIBOR plus 4.00% | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 4.00% | |||
Domestic Line of Credit | First Lien Credit Facility - USD Term Loans Due 2021, Interest Rate Greater of 4.00% or LIBOR plus 3.00% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.00% | |||
Long-term debt, gross | $ 1,121,200,000 | 0 | ||
Domestic Line of Credit | First Lien Credit Facility - USD Term Loans Due 2021, Interest Rate Greater of 4.00% or LIBOR plus 3.00% | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 3.00% | |||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans Due 2020, Interest Rate Greater of 4.25% or EURIBOR plus 3.25% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.25% | |||
Long-term debt, gross | $ 0 | 726,500,000 | ||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans Due 2020, Interest Rate 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 2020, Interest Rate Greater of 3.25% or EURIBOR plus 2.50% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.25% | |||
Long-term debt, gross | $ 694,300,000 | 0 | ||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans Due 2020, Interest Rate Greater of 3.25% or EURIBOR plus 2.50% | EURIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 2.50% | |||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans Due 2021, Interest Rate Greater of 4.75% or EURIBOR plus 3.75% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.75% | |||
Long-term debt, gross | $ 0 | 450,700,000 | ||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans Due 2021, Interest Rate Greater of 4.75% or EURIBOR plus 3.75% | EURIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 3.75% | |||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans Due 2021, Interest Rate Greater of 3.50% or EURIBOR plus 2.75% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.50% | |||
Long-term debt, gross | $ 716,000,000 | 0 | ||
Foreign Line of Credit | First Lien Credit Facility - Euro Term Loans Due 2021, Interest Rate Greater of 3.50% or EURIBOR plus 2.75% | EURIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 2.75% | |||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | $ 0 | ||
Weighted average interest rate | 3.51% | 4.48% | ||
Line of Credit | Revolving Credit Facility | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 3.00% |
Debt, Factoring and Customer100
Debt, Factoring and Customer Financing Arrangements - Minimum Future Payments on Long-term Debt and Capital Leases (Details) $ in Millions | Dec. 31, 2017USD ($) |
Long-Term Debt | |
2,018 | $ 0 |
2,019 | 0 |
2,020 | 1,330.8 |
2,021 | 1,854.4 |
2,022 | 1,100 |
Thereafter | 1,219.9 |
Total | 5,505.1 |
Capital Leases | |
2,018 | 0.7 |
2,019 | 0.6 |
2,020 | 0.5 |
2,021 | 0.5 |
2,022 | 0.4 |
Thereafter | 1.6 |
Total | 4.3 |
Total | |
2,018 | 0.7 |
2,019 | 0.6 |
2,020 | 1,331.3 |
2,021 | 1,854.9 |
2,022 | 1,100.4 |
Thereafter | 1,221.5 |
Total | 5,509.4 |
Senior Notes | USD Senior Notes | |
Debt Instrument [Line Items] | |
Debt maturity amendment | $ 1,850 |
Debt, Factoring and Customer101
Debt, Factoring and Customer Financing Arrangements - Amended and Restated Credit Agreement (Details) - USD ($) | Dec. 08, 2017 | Oct. 03, 2017 | Oct. 02, 2017 | Apr. 18, 2017 | Apr. 17, 2017 | Oct. 03, 2017 | Dec. 31, 2017 |
Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Write off of debt issuance costs | $ 2,700,000 | $ 18,900,000 | |||||
Debt issuance costs, net | $ 8,800,000 | $ 8,800,000 | |||||
Term Loans | USD Denominated Debt | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, increase (decrease) | (1.00%) | (1.00%) | |||||
Term Loans | USD Denominated Debt | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate | 2.50% | 3.00% | |||||
Term Loans | USD Denominated Debt | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate | 1.50% | 2.00% | |||||
Term Loans | Euro Denominated Debt | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate | 2.50% | 2.75% | |||||
Term Loans | Euro Denominated Debt | EURIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Floor interest rate | 0.75% | 1.00% | 0.75% | 1.00% | |||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility | $ 30,000,000 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility | $ 500,000,000 | ||||||
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 | Revolving Credit Facility, June 7, 2018 Maturity Date | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility | $ 15,000,000 | ||||||
Revolving Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Unused capacity commitment fee percentage | 0.50% | ||||||
Revolving Credit Facility, U.S. Dollars | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility | $ 250,000,000 | ||||||
Revolving Credit Facility, Multi Currency | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility | $ 250,000,000 |
Debt, Factoring and Customer102
Debt, Factoring and Customer Financing Arrangements - Schedule of Debt Refinancing (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Oct. 03, 2017 | Dec. 31, 2017 | Oct. 04, 2017 | Apr. 17, 2017 | |
Debt Instrument [Line Items] | ||||
Balance | $ 5,505.1 | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Balance | $ 3,348.5 | $ 3,347.8 | ||
Refinancing | $ 0.7 | |||
Domestic Line of Credit | U.S. Dollar Tranche B-4 Term Loan due 2021 | ||||
Debt Instrument [Line Items] | ||||
Balance | 0 | 1,467.6 | ||
Refinancing | (1,467.6) | |||
Domestic Line of Credit | U.S. Dollar Tranche B-6 Term Loan due 2021 | ||||
Debt Instrument [Line Items] | ||||
Balance | 1,231 | 0 | ||
Refinancing | 1,231 | |||
Domestic Line of Credit | U.S. Dollar Tranche B-5 Term Loan due 2020 | ||||
Debt Instrument [Line Items] | ||||
Balance | 0 | 603.9 | ||
Refinancing | (603.9) | |||
Domestic Line of Credit | U.S. Dollar Tranche B-7 Term Loan due 2020 | ||||
Debt Instrument [Line Items] | ||||
Balance | 680 | 0 | ||
Refinancing | 680 | |||
Foreign Line of Credit | Euro Tranche C-3 Term Loan due 2021 | ||||
Debt Instrument [Line Items] | ||||
Balance | 0 | 462.3 | ||
Refinancing | (462.3) | |||
Foreign Line of Credit | Euro Tranche C-5 Term Loan due 2021 | ||||
Debt Instrument [Line Items] | ||||
Balance | 697.5 | 0 | ||
Refinancing | 697.5 | |||
Foreign Line of Credit | Euro Tranche C-4 Term Loan due 2020 | ||||
Debt Instrument [Line Items] | ||||
Balance | 0 | 814 | ||
Refinancing | (814) | |||
Foreign Line of Credit | Euro Tranche C-6 Term Loan due 2020 | ||||
Debt Instrument [Line Items] | ||||
Balance | $ 740 | $ 0 | ||
Refinancing | $ 740 |
Debt, Factoring and Customer103
Debt, Factoring and Customer Financing Arrangements - Covenants, Events of Default and Provisions (Details) - Revolving Credit Facility $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |
Ratio of debt to EBITDA | 6.25 |
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% |
Indebtedness yield increase | 0.50% |
Additional loan yield minimum | 0.50% |
Current borrowing capacity | $ 481 |
Debt, Factoring and Customer104
Debt, Factoring and Customer Financing Arrangements - Senior Notes (Details) - USD ($) | Dec. 08, 2017 | Nov. 24, 2017 | Oct. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Loss on debt extinguishments | $ 72,300,000 | $ 11,300,000 | $ 0 | |||
Long-term Debt | $ 5,505,100,000 | |||||
Maximum percentage of proceeds for permitted restricted payments | 50.00% | |||||
Senior Notes | USD Senior Notes Due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 550,000,000 | |||||
Stated interest rate | 5.875% | |||||
Proceeds from debt issuance | $ 546,000,000 | |||||
Senior Notes | USD Senior Notes Due 2025, Tack-on Offering | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 250,000,000 | |||||
Stated interest rate | 5.875% | 5.875% | ||||
Proceeds from debt issuance | $ 250,000,000 | |||||
Senior Notes | USD Senior Notes Due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 10.375% | 10.375% | 10.375% | |||
Loss on debt extinguishments | $ 52,800,000 | |||||
Long-term Debt | $ 0 | |||||
Write off of debt issuance costs | 9,100,000 | |||||
Tender offer premium | 43,700,000 | |||||
Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Write off of debt issuance costs | $ 2,700,000 | $ 18,900,000 |
Debt, Factoring and Customer105
Debt, Factoring and Customer Financing Arrangements - Lines of Credit and Other Debt Facilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | $ 5,479.5 | $ 5,239 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding letters of credit | 29.5 | 32.6 |
Reduction in borrowings | 18.6 | 11.8 |
Line of Credit | Lines of Credit and Revolving Lines of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 28.5 | 86 |
Remaining borrowing capacity | $ 606 | $ 561 |
Debt, Factoring and Customer106
Debt, Factoring and Customer Financing Arrangements - Accounts Receivable Factoring Arrangements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Factoring agreement, capacity of trade receivables to sell | $ 236,000,000 | $ 151,000,000 |
Factoring agreements utilized | 124,000,000 | 73,900,000 |
Factoring agreements current capacity | 71,100,000 | 65,300,000 |
Factoring agreements utilized | 34,600,000 | $ 38,300,000 |
Overdraft facility capacity | $ 18,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Provisional estimate of TCJA | $ (46.3) | $ 0 | $ 0 | |
Undistributed foreign earnings | 21.9 | 36.8 | ||
Adjustment of valuation allowance | 20.1 | |||
Valuation allowance | 391.7 | 383.3 | ||
Increase (decrease) in valuation allowance | 8.4 | |||
State operating loss carry forward | 591 | |||
State tax credits | 841 | |||
Foreign operating loss carry forward | 774 | |||
Valuation allowance on foreign tax credit carryovers | 43.2 | |||
Research and development credits | 17.8 | |||
State tax credits (net of federal tax) | $ 6.5 | |||
Tax carry-forward period | 10 years | |||
Unrecognized tax benefit | $ 90.3 | 128.3 | 112.2 | $ 27.7 |
Reduction in effective tax rate | 39.8 | |||
Provisional estimate of unrecognized tax benefits | 28.7 | |||
Total unrecognized benefits expected to revers within the next twelve months | 4.2 | |||
Interest and penalties related to unrecognized tax benefits | (1.2) | (5.5) | $ 4.9 | |
Accrued interest and penalties related to unrecognized tax benefits | $ 13 | $ 13.3 |
Income Taxes - Losses Before In
Income Taxes - Losses Before Income Taxes and Non-Controlling Interests (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Examination [Line Items] | |||
Total | $ (289) | $ (48.1) | $ (229.3) |
Domestic | |||
Income Tax Examination [Line Items] | |||
Total | (331) | (229.1) | (290.8) |
Foreign | |||
Income Tax Examination [Line Items] | |||
Total | $ 42 | $ 181 | $ 61.5 |
Income Taxes - Income Tax (Bene
Income Taxes - Income Tax (Benefit) Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
U.S.: | |||
Federal | $ (1.2) | $ 0.1 | $ 0.7 |
State and local | 1 | 0.4 | (0.2) |
Foreign | 133.4 | 85.5 | 120.1 |
Total current | 133.2 | 86 | 120.6 |
U.S.: | |||
Federal | (48.7) | 1.9 | 6.4 |
State and local | 0.4 | (0.2) | (5.2) |
Foreign | (78.3) | (59.1) | (46.7) |
Total deferred | (126.6) | (57.4) | (45.5) |
Income tax expense | $ 6.6 | $ 28.6 | $ 75.1 |
Income Taxes - Income Tax (B110
Income Taxes - Income Tax (Benefit) Expense Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | |||
U.S. federal statutory tax rate | 35.00% | 35.00% | 35.00% |
Taxes computed at U.S. statutory rate | $ (101.2) | $ (16.8) | $ (80.3) |
State income taxes, net of federal benefit | 0.9 | 0.1 | (3.6) |
Net change in reserve | (8.1) | (24.1) | 27.5 |
Change in valuation allowances | 83.2 | 68.4 | 72.6 |
Provision for tax on undistributed foreign earnings | (1) | 26.8 | 5 |
Change of tax rate | (19.4) | 11.8 | (1) |
Impact of transaction costs | 0 | (24.5) | 40.5 |
Settlement of Series B Convertible Preferred Stock | 0 | (34.3) | 0 |
Goodwill impairment | 53.4 | 6.2 | 0 |
Provisional estimate of TCJA | (46.3) | 0 | 0 |
Other, net | 2.3 | 3.2 | 8.6 |
Income tax expense | $ 6.6 | $ 28.6 | $ 75.1 |
Effective tax rate | (2.30%) | (59.50%) | (32.80%) |
Foreign | |||
Income Taxes [Line Items] | |||
Tax on foreign operations | $ (3.9) | $ (17.2) | $ (25.3) |
Domestic | |||
Income Taxes [Line Items] | |||
Tax on foreign operations | $ 46.7 | $ 29 | $ 31.1 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating losses | $ 323 | $ 355.7 |
Tax credits | 62 | 49.2 |
Interest carryforward | 44.4 | 34.2 |
Employee benefits | 40.3 | 56.2 |
Accrued liabilities | 25.9 | 50.6 |
Financing activities | 24.3 | 3.5 |
Goodwill | 19.5 | 31.4 |
Accounts receivable | 19.1 | 19.8 |
Research and development costs | 10.3 | 15.2 |
Inventory | 4.6 | 8.5 |
Other | 20.7 | 24.1 |
Total deferred tax assets | 594.1 | 648.4 |
Valuation allowance | (391.7) | (383.3) |
Total gross deferred tax assets | 202.4 | 265.1 |
Deferred tax liabilities: | ||
Intangibles | 710.4 | 831.9 |
Plant and equipment | 24.8 | 33.9 |
Undistributed foreign earnings | 21.9 | 36.8 |
Other | 0.4 | 6.9 |
Total gross deferred tax liabilities | 757.5 | 909.5 |
Net deferred tax liability | $ 555.1 | $ 644.4 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 128.3 | $ 112.2 | $ 27.7 |
Additions based on current year tax positions | 6.5 | 76.2 | 20.7 |
Additions based upon prior year tax positions (including acquired uncertain tax positions) | 4 | 1.7 | 72.2 |
Reductions due to closed statutes | (6.3) | (9.9) | (2.9) |
Reductions for prior period positions | (38) | (51.9) | 0 |
Reductions for settlements and payments | (4.2) | 0 | (5.5) |
Unrecognized tax benefits, ending balance | $ 90.3 | $ 128.3 | $ 112.2 |
Income Taxes - Tax Years Subjec
Income Taxes - Tax Years Subject to Examination by Major Tax Jurisdiction (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Earliest Tax Year | Belgium | |
Income Tax Examination [Line Items] | |
Open Years | 2,010 |
Earliest Tax Year | Brazil | |
Income Tax Examination [Line Items] | |
Open Years | 2,011 |
Earliest Tax Year | Canada | |
Income Tax Examination [Line Items] | |
Open Years | 2,012 |
Earliest Tax Year | China | |
Income Tax Examination [Line Items] | |
Open Years | 2,011 |
Earliest Tax Year | France | |
Income Tax Examination [Line Items] | |
Open Years | 2,011 |
Earliest Tax Year | Germany | |
Income Tax Examination [Line Items] | |
Open Years | 2,013 |
Earliest Tax Year | Japan | |
Income Tax Examination [Line Items] | |
Open Years | 2,012 |
Earliest Tax Year | Mexico | |
Income Tax Examination [Line Items] | |
Open Years | 2,012 |
Earliest Tax Year | Netherlands | |
Income Tax Examination [Line Items] | |
Open Years | 2,013 |
Earliest Tax Year | South Africa | |
Income Tax Examination [Line Items] | |
Open Years | 2,013 |
Earliest Tax Year | Taiwan | |
Income Tax Examination [Line Items] | |
Open Years | 2,012 |
Earliest Tax Year | United Kingdom | |
Income Tax Examination [Line Items] | |
Open Years | 2,008 |
Earliest Tax Year | United States | |
Income Tax Examination [Line Items] | |
Open Years | 2,015 |
Latest Tax Year | United Kingdom | |
Income Tax Examination [Line Items] | |
Open Years | 2,015 |
Financial Instruments - Derivat
Financial Instruments - Derivatives and Hedging (Details) € in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | |
Foreign Exchange Forward | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative notional amount | $ 31.8 | $ 42 | |
Derivative remaining maturity | 1 year | ||
Embedded Derivative Financial Instruments | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative notional amount | $ 9.7 | 9.9 | |
Commodity Contract | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative liability, current | 0 | ||
Notes Payable to Banks | USD Notes | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative notional amount | $ 1,140 | ||
Interest rate swap rate (as a percent) | 1.96% | 1.96% | |
Notes Payable to Banks | Euro Notes | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative notional amount | € | € 279 | ||
Interest rate swap rate (as a percent) | 1.20% | 1.20% | |
Not Designated as Hedging Instrument | Foreign Exchange Forward | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative notional amount | $ 615 | $ 552 | |
Derivative remaining maturity | 1 year | ||
Designated as Hedging Instrument | Interest rate swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) to be reclassified during next 12 months | $ 2.8 |
Financial Instruments - Realize
Financial Instruments - Realized and Unrealized (Losses) Gains Associated with Derivatives Not Designated as Hedging Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Amount of loss recognized in income on derivatives | $ 9.5 | $ 12.5 | $ 74 |
Foreign exchange and metals contracts | Other (expense) income, net | Not Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Amount of loss recognized in income on derivatives | $ (9.5) | $ (12.5) |
- Master Netting Arrangements (
- Master Netting Arrangements (Details) - Foreign Exchange Forward and Commodity Contracts - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative assets | ||
Gross amounts | $ 5.5 | $ 6.3 |
Gross amount subject to offset in master netting arrangements that are not offset | (1) | (2.5) |
Cash collateral paid | 0 | 0 |
Net | 4.5 | 3.8 |
Derivative liabilities | ||
Gross amounts | 6.2 | 8.9 |
Gross amount subject to offset in master netting arrangements that are not offset | (2) | (2.6) |
Cash collateral paid | (0.4) | (1) |
Net | $ 3.8 | $ 5.3 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Fair Value Measurements (Details) - Recurring - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Asset Category | ||
Total | $ 13.2 | $ 14.2 |
Liability Category | ||
Total | 90.1 | 96.7 |
Other current assets | Level 2 | Foreign exchange and metals contracts not designated as hedging instruments | Not Designated as Hedging Instrument | ||
Asset Category | ||
Derivatives | 5.5 | 8.5 |
Other assets | Level 2 | ||
Asset Category | ||
Derivatives | 3.4 | 0 |
Available for sale equity securities | 0.6 | 0.6 |
Other assets | Level 1 | ||
Asset Category | ||
Available for sale equity securities | 3.7 | 5.1 |
Accrued expenses and other liabilities | Level 2 | Foreign exchange and metals contracts not designated as hedging instruments | Not Designated as Hedging Instrument | ||
Liability Category | ||
Derivatives | 7.3 | 10.7 |
Accrued expenses and other liabilities | Level 2 | Interest rate swaps designated as cash flow hedging instruments | Designated as Hedging Instrument | ||
Liability Category | ||
Derivatives | 2.8 | 10.2 |
Other liabilities | Level 2 | Interest rate swaps designated as cash flow hedging instruments | Designated as Hedging Instrument | ||
Liability Category | ||
Derivatives | 0.8 | 0 |
Contingent consideration | Level 3 | ||
Liability Category | ||
Long-term contingent consideration | $ 79.2 | $ 75.8 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value Measurements, Additional Information (Details) - USD ($) | Oct. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Percentage change in rate affecting component measurement (as a percent) | 1.00% | ||
Measurement component change affected by change in discount rate | $ 1,200,000 | ||
Measurement component change affected by change in discount rate for EBITDA metric | 1.50% | ||
EBITDA metric, measurement component change affected by change in discount rate | $ 2,200,000 | ||
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 5,440,000,000 | $ 5,140,000,000 | |
Estimated Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 5,580,000,000 | $ 5,350,000,000 | |
Minimum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
EBITDA probability range (as a percent) | 80.00% | ||
MacDermid | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term contingent consideration (up to) | $ 100,000,000 | $ 100,000,000 | |
Price performance metrics period | 7 years | ||
EBITDA related earnout include a discount rate (as a percent) | 9.50% | ||
Business acquisition expected future value payments | $ 60,000,000 |
Financial Instruments - Nonrecu
Financial Instruments - Nonrecurring Fair Value Measurements (Details) - Estimated Fair Value - Nonrecurring - Level 3 - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Agricultural Solutions | Agro Business | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill, fair value | $ (160) | |
Performance Solutions | Offshore Solutions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill, fair value | $ (46.6) |
Stockholders' Equity - Register
Stockholders' Equity - Registered Underwritten Public Offerings (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 21, 2016 | Jun. 29, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
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 | $ 482.9 | ||
Issuance costs | $ 11.9 | 11.9 | 15 | ||
Proceeds from issuance of common stock, net | $ 483 | $ 1.4 | $ 391.5 | $ 469.5 | |
Common Stock | |||||
Schedule of Stockholders' Equity [Line Items] | |||||
Issuance of stock (in shares) | 18,226,414 | 48,787,878 | 18,226,414 | ||
Price of shares issued (in dollars per share) | $ 26.50 | $ 8.25 | $ 12.56 | ||
Issuance of stock | $ 0.5 | $ 0.2 | |||
Offering expenses | $ 15 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) $ / shares in Units, $ in Millions | Dec. 31, 2014$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / shares | Dec. 13, 2016USD ($)shares |
Class of Stock [Line Items] | ||||||
Preferred stock authorized (in shares) | 5,000,000 | |||||
Dividend price (in dollars per share) | $ / shares | $ 22.85 | |||||
Gain (loss) on settlement of temporary equity | $ | $ 0 | $ 103 | $ 0 | |||
Gain on amendment of Series B Convertible Preferred Stock | $ | 0 | 32.9 | 0 | |||
Non-cash change in fair value of preferred stock redemption liability | $ | $ 0 | $ 5 | $ 0 | |||
MacDermid | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued in connection with exchange of PDH common stock (in shares) | 1 | |||||
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 | ||||
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, 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 | Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock dividends (in shares) | $ / shares | $ 0 | $ 0 | $ 0 | |||
Series A Preferred Stock | Founder Entities | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock outstanding (in shares) | 2,000,000 | |||||
Redeemable Series B Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity designated (in shares) | 600,000 | |||||
Series B Preferred Stock | Arysta | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, number of equity instruments (in shares) | 5,500,000 | |||||
Make whole payment | $ | $ 460 | |||||
Gain (loss) on settlement of temporary equity | $ | $ 103 | |||||
Gain on amendment of Series B Convertible Preferred Stock | $ | 32.9 | |||||
Non-cash change in fair value of preferred stock redemption liability | $ | $ 5 |
Stockholders' Equity - Issuance
Stockholders' Equity - Issuance of Common Stock in Connection with Acquisitions (Details) | Dec. 02, 2015shares |
Alent | |
Business Acquisition [Line Items] | |
Issuance of common shares in connection with acquisition (in shares) | 18,419,738 |
Stockholders' Equity - Non-Cont
Stockholders' Equity - Non-Controlling Interest (Details) - USD ($) $ in Millions | Oct. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Common stock originally issuable upon exchange (in shares) | 8,774,527 | |||
Noncontrolling interest percentage | 3.83% | 6.01% | 6.25% | |
Net income allocated to retaining holders | $ (5.9) | $ (1.4) | ||
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 | $ 2.1 | |||
PDH | ||||
Business Acquisition [Line Items] | ||||
Common stock issued in connection with exchange of PDH common stock (in shares) | 3,961,785 |
Accumulated Other Comprehens124
Accumulated Other Comprehensive (Loss) Income - Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | $ 2,889.8 | $ 2,273.3 | $ 2,552.6 |
Other comprehensive (loss) income before reclassifications, net | 233.2 | 200.5 | (755) |
Reclassifications, pretax | 21.4 | 11.1 | 0 |
Tax (benefit) expense reclassified | (2.1) | 0 | (0.5) |
Balance | 2,860 | 2,889.8 | 2,273.3 |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (674.5) | (886.1) | (130.6) |
Balance | (422) | (674.5) | (886.1) |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (694.7) | (899.3) | (122.2) |
Other comprehensive (loss) income before reclassifications, net | 241.1 | 204.6 | (777.1) |
Reclassifications, pretax | 0 | 0 | 0 |
Tax (benefit) expense reclassified | 0 | 0 | 0 |
Balance | (453.6) | (694.7) | (899.3) |
Pension and Post-retirement Plans | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (18.8) | (26.3) | (14.9) |
Other comprehensive (loss) income before reclassifications, net | 2.5 | 8.3 | (10.9) |
Reclassifications, pretax | 10.5 | (0.8) | 0 |
Tax (benefit) expense reclassified | (2.1) | 0 | (0.5) |
Balance | (7.9) | (18.8) | (26.3) |
Unrealized Gain (Loss) on Available for Sale Securities | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | 0.4 | 1.2 | 0.1 |
Other comprehensive (loss) income before reclassifications, net | (2.2) | (0.8) | 1.1 |
Reclassifications, pretax | 0.5 | 0 | 0 |
Tax (benefit) expense reclassified | 0 | 0 | 0 |
Balance | (1.3) | 0.4 | 1.2 |
Derivative Financial Instrument Revaluation | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (5.8) | (8.1) | 0 |
Other comprehensive (loss) income before reclassifications, net | (4.6) | (9.6) | (8.1) |
Reclassifications, pretax | 10.4 | 11.9 | 0 |
Tax (benefit) expense reclassified | 0 | 0 | 0 |
Balance | 0 | (5.8) | (8.1) |
Non-Controlling Interests | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | 44.4 | 46.4 | 6.4 |
Other comprehensive (loss) income before reclassifications, net | (3.6) | (2) | 40 |
Reclassifications, pretax | 0 | 0 | 0 |
Tax (benefit) expense reclassified | 0 | 0 | 0 |
Balance | $ 40.8 | $ 44.4 | $ 46.4 |
Loss Per Share - Computation of
Loss Per Share - Computation of Weighted Average Shares Outstanding (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Earnings Per Share [Line Items] | |||||||||||
Net loss attributable to common stockholders | $ (141.5) | $ (69.2) | $ (61.1) | $ (24.4) | $ (1.9) | $ 104.7 | $ (8.8) | $ (134.8) | $ (296.2) | $ (40.8) | $ (308.6) |
Numerator adjustments for diluted loss per share: | |||||||||||
Gain on settlement agreement related to Series B Convertible Preferred Stock | 0 | (103) | 0 | ||||||||
Gain on amendment of Series B Convertible Preferred Stock | 0 | (32.9) | 0 | ||||||||
Remeasurement adjustment associated with the Preferred Series B redemption liability | 0 | 5 | 0 | ||||||||
Loss allocated to PDH non-controlling interest | 0 | (5.9) | 0 | ||||||||
Net loss attributable to common stockholders for diluted loss per share | $ (296.2) | $ (177.6) | $ (308.6) | ||||||||
Basic weighted average common stock outstanding (in shares) | 286.1 | 243.3 | 203.2 | ||||||||
Denominator adjustments for diluted loss per share: | |||||||||||
Share adjustments (in shares) | 0 | 29 | 0 | ||||||||
Dilutive weighted average common stock outstanding (in shares) | 286.1 | 272.3 | 203.2 | ||||||||
Loss per share attributable to common stockholders: | |||||||||||
Basic (in dollars per share) | $ (0.49) | $ (0.24) | $ (0.21) | $ (0.09) | $ (0.01) | $ 0.45 | $ (0.04) | $ (0.59) | $ (1.04) | $ (0.17) | $ (1.52) |
Diluted (in dollars per share) | $ (0.49) | $ (0.24) | $ (0.21) | $ (0.09) | $ (0.01) | $ (0.15) | $ (0.04) | $ (0.59) | (1.04) | (0.65) | (1.52) |
Dividends per share paid to common stockholders (in dollars per share) | $ 0 | $ 0 | $ 0 | ||||||||
Series B Preferred Stock | |||||||||||
Denominator adjustments for diluted loss per share: | |||||||||||
Conversion related to the amendment of Series B Preferred Stock - assumed at beginning of reporting period (in shares) | 0 | 15.3 | 0 | ||||||||
Settlement of preferred stock redemption liability - assumed at beginning of reporting period (in shares) | 0 | 5.7 | 0 | ||||||||
Conversion of PDH non-controlling interest (in shares) | 0 | 8 | 0 |
Loss Per Share - Anti-dilutive
Loss Per Share - Anti-dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 16,284 | 10,702 | 35,770 |
Shares 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) | 7,421 | 8,553 | 4,640 |
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) | 5,967 | 0 | 8,318 |
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 vesting of 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) | 842 | 147 | 74 |
Shares issuable upon vesting and exercise of 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) | 51 | 0 | 55 |
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) | 3 | 2 | 1 |
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 | 0 | 19,443 |
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 | 0 | 1,239 |
Operating Lease Commitments (De
Operating Lease Commitments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Total rent expense | $ 40.2 | $ 36.7 | $ 22.9 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,018 | 33 | ||
2,019 | 25 | ||
2,020 | 19.6 | ||
2,021 | 13.9 | ||
2,022 | 12.1 | ||
Thereafter | 28.9 | ||
Total | $ 132.5 |
Contingencies, Environmental128
Contingencies, Environmental and Legal Matters - (Details) BRL in Millions, $ in Millions | Jul. 27, 2017USD ($) | Apr. 03, 2015USD ($) | Feb. 28, 2015USD ($) | Nov. 30, 2011defendant | Jun. 30, 2009defendant | Dec. 31, 2017USD ($)employeedefendant | Dec. 31, 2017BRLemployeedefendant | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017BRL |
Loss Contingencies [Line Items] | ||||||||||
Asset retirement obligation | $ 22.3 | $ 19.8 | ||||||||
Reserves for environmental matters | 28.3 | 32.6 | ||||||||
Contest of tax assessment | 27.4 | BRL 90.6 | ||||||||
Gain (loss) related to litigation settlement | 10.8 | $ 2.8 | $ 16 | |||||||
Pending Litigation | MacDermid | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Legal settlements | $ 16 | |||||||||
Settled Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Gain (loss) related to litigation settlement | $ 10.8 | |||||||||
Amount awarded | $ 25 | |||||||||
Settled Litigation | MacDermid | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Proceeds from legal settlements | $ 20 | |||||||||
Arysta | Pending Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants | defendant | 5 | 25 | ||||||||
Compensation sought | 15.1 | BRL 50 | ||||||||
Remediation amount sought | $ 21.4 | BRL 70.9 | ||||||||
Health Problems From Employment Site | Arysta | Pending Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants | defendant | 80 | 80 | ||||||||
Compensation sought | $ 117 | BRL 387 | ||||||||
Number of former employees | employee | 29 | 29 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 13, 2016 |
Related Party Transaction [Line Items] | |||||
Noncontrolling interest percentage | 3.83% | 6.01% | 6.25% | ||
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 | ||
Annual Fees | Mariposa Capital | |||||
Related Party Transaction [Line Items] | |||||
Annual fee | $ 2,000,000 | ||||
MacDermid | |||||
Related Party Transaction [Line Items] | |||||
Price exchange rate (in dollars per share) | $ 11 | ||||
Contingent purchase payable | $ 100,000,000 | $ 100,000,000 | |||
Price performance metrics period | 7 years | ||||
Arysta | Series B Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Make whole payment | $ 460,000,000 | ||||
Convertible preferred stock, number of equity instruments (in shares) | 5,500,000 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 30.8 | $ 31.1 | $ 25.3 |
Cost of sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0.9 | 0.9 | 6.3 |
Selling, technical, general and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 29.9 | 30.2 | 19 |
Performance Solutions | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 23.5 | 25 | 6.9 |
Expected restructuring costs remaining | 0 | ||
Agricultural Solutions | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 7.3 | $ 6.1 | $ 18.4 |
Expected restructuring costs remaining | $ 0 |
Other (Expense) Income, Net (De
Other (Expense) Income, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |||
Loss on debt extinguishments | $ (72.3) | $ (11.3) | $ 0 |
Loss on derivative contracts | (9.5) | (12.5) | (74) |
Non-cash change in fair value of preferred stock redemption liability | 0 | (5) | 0 |
Gain on settlement agreement related to Series B Convertible Preferred Stock | 0 | 103 | 0 |
Legal settlements | 10.8 | 0 | 17.7 |
Sale of intellectual property and product rights | 2.2 | 4.4 | 6.1 |
Other income, net | 7.6 | 9.7 | 6.6 |
Total | $ (61.2) | $ 88.3 | $ (43.6) |
Accrued Expenses And Other C132
Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Accrued customer rebates and sales incentives | $ 127.7 | $ 120.7 |
Accrued salaries, wages and employee benefits | 117 | 103.5 |
Accrued income taxes payable | 73.1 | 82.5 |
Accrued interest | 47.8 | 49.2 |
Other current liabilities | 225.5 | 227.1 |
Total | $ 591.1 | $ 583 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments | segment | 2 | ||
Performance Solutions | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA, allocated corporate expenses | $ 31.4 | $ 32.8 | $ 12 |
Agricultural Solutions | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA, allocated corporate expenses | $ 31.4 | $ 32.8 | $ 36 |
Segment Information - Financial
Segment Information - Financial Information Regarding Each Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net Sales: | |||||||||||
Total | $ 1,068.7 | $ 904.3 | $ 941.1 | $ 861.8 | $ 950 | $ 890.5 | $ 921.6 | $ 823.8 | $ 3,775.9 | $ 3,585.9 | $ 2,542.3 |
Depreciation and amortization: | |||||||||||
Total | 354.2 | 342.3 | 251 | ||||||||
Capital expenditures and product registrations: | |||||||||||
Total | 99.9 | 92.7 | 82.3 | ||||||||
Adjusted EBITDA: | |||||||||||
Total | 820.9 | 769.5 | 567.7 | ||||||||
Performance Solutions | |||||||||||
Net Sales: | |||||||||||
Total | 1,878.6 | 1,770.1 | 800.8 | ||||||||
Depreciation and amortization: | |||||||||||
Total | 155 | 156.5 | 80 | ||||||||
Capital expenditures and product registrations: | |||||||||||
Total | 29.3 | 29.3 | 17.6 | ||||||||
Adjusted EBITDA: | |||||||||||
Total | 432.7 | 401.3 | 224.3 | ||||||||
Agricultural Solutions | |||||||||||
Net Sales: | |||||||||||
Total | 1,897.3 | 1,815.8 | 1,741.5 | ||||||||
Depreciation and amortization: | |||||||||||
Total | 199.2 | 185.8 | 171 | ||||||||
Capital expenditures and product registrations: | |||||||||||
Total | 70.6 | 63.4 | 64.7 | ||||||||
Adjusted EBITDA: | |||||||||||
Total | $ 388.2 | $ 368.2 | $ 343.4 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBITDA to Net Loss (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | |||||||||||
Net loss attributable to common stockholders | $ (141,500,000) | $ (69,200,000) | $ (61,100,000) | $ (24,400,000) | $ (1,900,000) | $ 104,700,000 | $ (8,800,000) | $ (134,800,000) | $ (296,200,000) | $ (40,800,000) | $ (308,600,000) |
Add (subtract): | |||||||||||
Gain on amendment of Series B Convertible Preferred Stock | 0 | (32,900,000) | 0 | ||||||||
Net income (loss) attributable to the non-controlling interests | 600,000 | (3,000,000) | 4,200,000 | ||||||||
Income tax expense | 6,600,000 | 28,600,000 | 75,100,000 | ||||||||
Interest expense, net | 341,600,000 | 375,700,000 | 213,900,000 | ||||||||
Depreciation expense | 78,300,000 | 75,000,000 | 48,900,000 | ||||||||
Amortization expense | 275,900,000 | 267,300,000 | 202,100,000 | ||||||||
Income (loss) before income taxes and non-controlling interests | 406,800,000 | 669,900,000 | 235,600,000 | ||||||||
Adjustments to reconcile to Adjusted EBITDA: | |||||||||||
Restructuring expense | 30,800,000 | 31,100,000 | 25,300,000 | ||||||||
Amortization of inventory step-up | 0 | 11,700,000 | 76,500,000 | ||||||||
Acquisition and integration costs | 4,800,000 | 33,400,000 | 122,400,000 | ||||||||
Non-cash change in fair value of contingent consideration | 3,400,000 | 5,100,000 | 6,800,000 | ||||||||
Legal settlements | (10,800,000) | (2,800,000) | (16,000,000) | ||||||||
Foreign exchange loss on foreign denominated external and internal long-term debt | 102,500,000 | 33,900,000 | 46,400,000 | ||||||||
Debt refinancing costs | 83,200,000 | 19,700,000 | 0 | ||||||||
Fair value loss on foreign exchange forward contract | 0 | 0 | 73,700,000 | ||||||||
Goodwill impairment | 160,000,000 | 46,600,000 | 0 | ||||||||
Gain on settlement agreement related to Series B Convertible Preferred Stock | 0 | (103,000,000) | 0 | ||||||||
Non-cash change in fair value of preferred stock redemption liability | 0 | 5,000,000 | 0 | ||||||||
Costs related to Proposed Separation | 12,100,000 | 0 | 0 | ||||||||
Pension plan settlement and curtailment | 10,500,000 | 1,800,000 | 0 | ||||||||
Other, net | 17,600,000 | 17,100,000 | (3,000,000) | ||||||||
Adjusted EBITDA | $ 820,900,000 | $ 769,500,000 | $ 567,700,000 |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Major Customer [Line Items] | |||||||||||
Total | $ 1,068.7 | $ 904.3 | $ 941.1 | $ 861.8 | $ 950 | $ 890.5 | $ 921.6 | $ 823.8 | $ 3,775.9 | $ 3,585.9 | $ 2,542.3 |
Sales Revenue, Net | Geographic Concentration Risk | United States | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Total | 654.7 | 725.4 | 474.6 | ||||||||
Sales Revenue, Net | Geographic Concentration Risk | Brazil | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Total | 476.7 | 463 | 380.6 | ||||||||
Sales Revenue, Net | Geographic Concentration Risk | Other countries | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Total | $ 2,644.5 | $ 2,397.5 | $ 1,687.1 |
Segment Information - Long-live
Segment Information - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant & equipment, net | $ 452.3 | $ 460.5 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant & equipment, net | 122.2 | 137.4 |
France | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant & equipment, net | 48.2 | 47.2 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant & equipment, net | 42 | 47.3 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant & equipment, net | $ 239.9 | $ 228.6 |
Segment Information - External
Segment Information - External Party Sales by Product (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External party sales | $ 1,068.7 | $ 904.3 | $ 941.1 | $ 861.8 | $ 950 | $ 890.5 | $ 921.6 | $ 823.8 | $ 3,775.9 | $ 3,585.9 | $ 2,542.3 |
Performance Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External party sales | 1,878.6 | 1,770.1 | 800.8 | ||||||||
Performance Solutions | Assembly Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External party sales | 629.7 | 554.5 | 41.1 | ||||||||
Performance Solutions | Electronics Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External party sales | 538.7 | 525.9 | 198.8 | ||||||||
Performance Solutions | Industrial Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External party sales | 482.2 | 445 | 287.8 | ||||||||
Performance Solutions | Graphics Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External party sales | 153.4 | 171.8 | 173.9 | ||||||||
Performance Solutions | Offshore Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External party sales | 74.6 | 72.9 | 99.2 | ||||||||
Agricultural Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External party sales | 1,897.3 | 1,815.8 | 1,741.5 | ||||||||
Agricultural Solutions | Agricultural Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External party sales | 1,873.9 | 1,794.3 | 1,727.9 | ||||||||
Agricultural Solutions | Animal Health | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External party sales | $ 23.4 | $ 21.5 | $ 13.6 |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 1,068.7 | $ 904.3 | $ 941.1 | $ 861.8 | $ 950 | $ 890.5 | $ 921.6 | $ 823.8 | $ 3,775.9 | $ 3,585.9 | $ 2,542.3 |
Gross profit | 439.6 | 371.1 | 399.9 | 378.4 | 396 | 375.1 | 380.6 | 356 | 1,589 | 1,507.7 | 991.9 |
Net (loss) income attributable to stockholders | (141.5) | (69.2) | (61.1) | (24.4) | (1.9) | 71.8 | (8.8) | (134.8) | (296.2) | (73.7) | (308.6) |
Net (loss) income attributable to common stockholders | $ (141.5) | $ (69.2) | $ (61.1) | $ (24.4) | $ (1.9) | $ 104.7 | $ (8.8) | $ (134.8) | $ (296.2) | $ (40.8) | $ (308.6) |
(Loss) earnings per share | |||||||||||
Basic (in dollars per share) | $ (0.49) | $ (0.24) | $ (0.21) | $ (0.09) | $ (0.01) | $ 0.45 | $ (0.04) | $ (0.59) | $ (1.04) | $ (0.17) | $ (1.52) |
Diluted (in dollars per share) | $ (0.49) | $ (0.24) | $ (0.21) | $ (0.09) | $ (0.01) | $ (0.15) | $ (0.04) | $ (0.59) | $ (1.04) | $ (0.65) | $ (1.52) |
Valuation and Qualifying Acc140
Valuation and Qualifying Accounts and Reserves (Details) - Reserves against accounts receivable - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ (36.7) | $ (14.4) | $ (9.6) |
Charges to costs and expense | (10) | (19) | (9.2) |
Deductions from reserves and other | (0.9) | (3.3) | 4.4 |
Balance at end of period | $ (47.6) | $ (36.7) | $ (14.4) |