Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Element Solutions Inc | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 252,395,608 | ||
Entity Public Float | $ 2,350 | ||
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 Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net sales | $ 1,961,000,000 | $ 1,878,600,000 | $ 1,770,100,000 |
Cost of sales | 1,123,400,000 | 1,064,800,000 | 992,800,000 |
Gross profit | 837,600,000 | 813,800,000 | 777,300,000 |
Operating expenses: | |||
Selling, technical, general and administrative | 544,800,000 | 567,200,000 | 596,300,000 |
Research and development | 44,300,000 | 46,400,000 | 45,000,000 |
Goodwill impairment | 0 | 0 | 46,600,000 |
Total operating expenses | 589,100,000 | 613,600,000 | 687,900,000 |
Operating profit | 248,500,000 | 200,200,000 | 89,400,000 |
Other (expense) income: | |||
Interest expense, net | (311,000,000) | (336,900,000) | (372,300,000) |
Foreign exchange loss | (5,500,000) | (53,700,000) | (34,500,000) |
Other income (expense), net | 14,800,000 | (70,000,000) | 85,600,000 |
Total other expense | (301,700,000) | (460,600,000) | (321,200,000) |
Loss before income taxes and non-controlling interests | (53,200,000) | (260,400,000) | (231,800,000) |
Income tax (expense) benefit | (23,800,000) | 68,600,000 | 41,300,000 |
Net loss from continuing operations | (77,000,000) | (191,800,000) | (190,500,000) |
(Loss) income from discontinued operations, net of tax | (242,900,000) | (103,800,000) | 113,800,000 |
Net loss | (319,900,000) | (295,600,000) | (76,700,000) |
Net (income) loss attributable to the non-controlling interests | (4,500,000) | (600,000) | 3,000,000 |
Net loss attributable to stockholders | (324,400,000) | (296,200,000) | (73,700,000) |
Gain on amendment of Series B Convertible Preferred Stock | 0 | 0 | 32,900,000 |
Net loss attributable to common stockholders | $ (324,400,000) | $ (296,200,000) | $ (40,800,000) |
(Loss) earnings per share | |||
Basic from continuing operations (in dollars per share) | $ (0.27) | $ (0.68) | $ (0.62) |
Basic from discontinued operations (in dollars per share) | (0.86) | (0.36) | 0.45 |
Basic attributable to common stockholders (in dollars per share) | (1.13) | (1.04) | (0.17) |
Diluted from continuing operations (in dollars per share) | (0.27) | (0.68) | (1.06) |
Diluted from discontinued operations (in dollars per share) | (0.86) | (0.36) | 0.41 |
Diluted attributable to common stockholders (in dollars per share) | $ (1.13) | $ (1.04) | $ (0.65) |
Weighted average common shares outstanding | |||
Basic (in shares) | 288.2 | 286.1 | 243.3 |
Diluted (in Shares) | 288.2 | 286.1 | 272.3 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (319.9) | $ (295.6) | $ (76.7) |
Foreign currency translation adjustments: | |||
Other comprehensive (loss) income, net of tax of $0.0 for 2018, 2017 and 2016 | (378) | 241.1 | 204.6 |
Pension and post-retirement plans: | |||
Other comprehensive income before reclassifications, net of tax (benefit) expense of $(1.6), $2.2 and $0.9 for 2018, 2017 and 2016, respectively | 1.8 | 2.5 | 7.5 |
Reclassifications, net of tax expense of $2.1 for 2017 | 0 | 8.4 | 0 |
Total pension and post-retirement plans | 1.8 | 10.9 | 7.5 |
Unrealized (loss) gain on available for sale securities: | |||
Other comprehensive loss before reclassifications, net of tax benefit of $0.4 and $0.6 for 2017 and 2016, respectively | (2.2) | (0.8) | |
Reclassifications, net of tax expense of $0.0 for 2017 and 2016 | 0.5 | 0 | |
Total unrealized loss on available for sale securities | (1.7) | (0.8) | |
Derivative financial instrument revaluation: | |||
Other comprehensive income (loss) before reclassifications, net of tax expense of $1.5, $4.3 and $0.0 for 2018, 2017 and 2016, respectively | 6 | (4.6) | (9.6) |
Reclassifications, net of tax of $0.0 for 2018, 2017 and 2016, respectively | (0.5) | 10.4 | 11.9 |
Total unrealized gain arising on qualified hedging derivatives | 5.5 | 5.8 | 2.3 |
Other comprehensive (loss) income | (370.7) | 256.1 | 213.6 |
Comprehensive (loss) income | (690.6) | (39.5) | 136.9 |
Comprehensive loss (income) attributable to the non-controlling interests | 30 | (4.2) | 1 |
Comprehensive (loss) income attributable to stockholders | $ (660.6) | $ (43.7) | $ 137.9 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Pension and post-retirement plans: | |||
Before reclassification adjustments, tax | $ (1.6) | $ 2.2 | $ 0.9 |
Reclassification adjustment, tax | 2.1 | ||
Unrealized loss on available for sale securities: | |||
Before reclassification adjustments, tax | 0.4 | 0.6 | |
Reclassification adjustment, tax | 0 | 0 | |
Derivative financial instruments revaluation: | |||
Before reclassification adjustments, tax | 1.5 | 4.3 | 0 |
Reclassification adjustment, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash & cash equivalents | $ 233.6 | $ 258.4 |
Accounts receivable, net of allowance for doubtful accounts of $7.7 and $8.2 at December 31, 2018 and 2017, respectively | 382.4 | 399.8 |
Inventories | 188.1 | 186.4 |
Prepaid expenses | 14.3 | 20.2 |
Other current assets | 42.5 | 43.7 |
Current assets of discontinued operations | 1,621.3 | 1,432.1 |
Total current assets | 2,482.2 | 2,340.6 |
Property, plant and equipment, net | 266.9 | 287.4 |
Goodwill | 2,182.6 | 2,252.6 |
Intangible assets, net | 1,024.5 | 1,160.8 |
Other assets | 32.9 | 42.4 |
Non-current assets of discontinued operations | 3,412.4 | 4,168.6 |
Total assets | 9,401.5 | 10,252.4 |
Liabilities & stockholders' equity | ||
Accounts payable | 100.9 | 111.2 |
Current installments of long-term debt and revolving credit facilities | 25.3 | 10.1 |
Accrued expenses and other current liabilities | 189.5 | 205.5 |
Current liabilities of discontinued operations | 826.8 | 764.9 |
Total current liabilities | 1,142.5 | 1,091.7 |
Debt and capital lease obligations | 5,350.7 | 5,437.1 |
Pension and post-retirement benefits | 49.5 | 56.3 |
Deferred income taxes | 133 | 170 |
Contingent consideration | 57.4 | 79.2 |
Other liabilities | 71.1 | 85.5 |
Non-current liabilities of discontinued operations | 416.2 | 472.6 |
Total liabilities | 7,220.4 | 7,392.4 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity | ||
Preferred stock - Series A | 0 | 0 |
Common stock, 400.0 shares authorized (2018: 289.3 shares issued; 2017: 287.4 shares issued) | 2.9 | 2.9 |
Additional paid-in capital | 4,062.1 | 4,032 |
Treasury stock (2018: 0.3 shares; 2017: 0.0 shares) | (3.5) | (0.1) |
Accumulated deficit | (1,195.4) | (869.7) |
Accumulated other comprehensive loss | (756.9) | (422) |
Total stockholders' equity | 2,109.2 | 2,743.1 |
Non-controlling interests | 71.9 | 116.9 |
Total equity | 2,181.1 | 2,860 |
Total liabilities and stockholders' equity | $ 9,401.5 | $ 10,252.4 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Allowance for doubtful accounts | $ 7.7 | $ 8.2 |
Stockholders' equity | ||
Common stock authorized (in shares) | 400 | 400 |
Common stock issued (in shares) | 289.3 | 287.4 |
Treasury stock (in shares) | 0.3 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Cash flows from operating activities: | |||||||
Net loss | $ (319,900,000) | $ (295,600,000) | $ (76,700,000) | ||||
Net (loss) income from discontinued operations, net of tax | (242,900,000) | (103,800,000) | 113,800,000 | ||||
Net loss from continuing operations | (77,000,000) | (191,800,000) | (190,500,000) | ||||
Reconciliations of net loss to net cash flows provided by operating activities: | |||||||
Depreciation and amortization | 156,700,000 | 156,000,000 | 155,700,000 | ||||
Deferred income taxes | (54,700,000) | (134,100,000) | (42,400,000) | ||||
Amortization of inventory step-up | 0 | 0 | 11,700,000 | ||||
Foreign exchange (gain) loss | (200,000) | 45,800,000 | 34,000,000 | ||||
Goodwill impairment | 0 | 0 | 46,600,000 | ||||
Gain on settlement agreement related to Series B Convertible Preferred Stock | 0 | 0 | (103,000,000) | ||||
Other, net | 4,000,000 | 75,100,000 | 67,900,000 | ||||
Changes in assets and liabilities, net of acquisitions: | |||||||
Accounts receivable | 900,000 | (21,500,000) | (42,400,000) | ||||
Inventory | (18,800,000) | (9,200,000) | 7,600,000 | ||||
Accounts payable | (5,500,000) | (3,300,000) | (9,200,000) | ||||
Accrued expenses | (10,600,000) | 2,500,000 | 26,500,000 | ||||
Prepaid expenses and other current assets | 10,500,000 | (13,000,000) | (4,300,000) | ||||
Other assets and liabilities | (6,100,000) | 59,200,000 | 3,800,000 | ||||
Net cash flows used in operating activities of continuing operations | (800,000) | (34,300,000) | (38,000,000) | ||||
Cash flows from investing activities: | |||||||
Capital expenditures | (28,400,000) | (30,800,000) | (32,600,000) | ||||
Proceeds from disposal of property, plant and equipment | 4,200,000 | 16,900,000 | 9,400,000 | ||||
Proceeds from the sale of equity investment | 25,000,000 | 0 | 0 | ||||
Acquisition of business, net of cash acquired | (28,200,000) | 0 | (1,200,000) | ||||
Other, net | 3,600,000 | (5,000,000) | (1,700,000) | ||||
Net cash flows used in investing activities of continuing operations | (23,800,000) | (18,900,000) | (26,100,000) | ||||
Cash flows from financing activities: | |||||||
Debt proceeds, net of discount and premium | 0 | 4,142,700,000 | 3,300,900,000 | ||||
Repayments of borrowings | (22,500,000) | (4,122,500,000) | (3,339,600,000) | ||||
Change in lines of credit, net | 25,000,000 | 0 | (13,200,000) | ||||
Proceeds from issuance of common stock, net | 1,400,000 | 1,400,000 | 391,500,000 | ||||
Payment of financing fees | (1,400,000) | (22,600,000) | (9,500,000) | ||||
Settlement of Series B Convertible Preferred Stock | 0 | 0 | (460,000,000) | ||||
Other, net | (3,900,000) | (700,000) | (600,000) | ||||
Net cash flows used in financing activities of continuing operations | (1,400,000) | (1,700,000) | (130,500,000) | ||||
Cash flows from discontinued operations: | |||||||
Net cash flows (used in) provided by operating activities of discontinued operations | (7,900,000) | 185,300,000 | 227,800,000 | ||||
Net cash flows used in investing activities of discontinued operations | (51,200,000) | (28,600,000) | (44,700,000) | ||||
Net cash flows provided by (used in) financing activities of discontinued operations | 43,800,000 | (74,500,000) | 19,900,000 | ||||
Net cash flows (used in) provided by discontinued operations | (15,300,000) | 82,200,000 | 203,000,000 | ||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (27,000,000) | 33,100,000 | (17,500,000) | ||||
Net (decrease) increase in cash, cash equivalents and restricted cash | (68,300,000) | 60,400,000 | (9,100,000) | ||||
Cash, cash equivalents and restricted cash at beginning of period | [2] | 483,800,000 | [1] | 423,400,000 | [1] | 432,500,000 | |
Cash, cash equivalents and restricted cash at end of period | [1] | 415,500,000 | 483,800,000 | [2] | 423,400,000 | [2] | |
Continuing Operations | |||||||
Supplemental disclosure information of continuing operations: | |||||||
Cash paid for interest | 293,400,000 | 315,700,000 | 348,800,000 | ||||
Cash paid for income taxes | $ 78,900,000 | $ 73,900,000 | $ 62,600,000 | ||||
[1] | Includes cash, cash equivalents and restricted cash of discontinued operations of $181.9 million , $225.4 million and $187.4 million at December 31, 2018, 2017 and 2016, respectively. | ||||||
[2] | Includes cash, cash equivalents and restricted cash of discontinued operations of $225.4 million , $187.4 million and $255.7 million |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Cash Flows [Abstract] | ||||
Cash, cash equivalents, restricted cash and restricted cash equivalents of discontinued operations | $ 181.9 | $ 225.4 | $ 187.4 | $ 255.7 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Previously Reported | Preferred Stock | Preferred StockPreviously Reported | Common Stock | Common StockPreviously Reported | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Treasury Stock | Treasury StockPreviously Reported | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) IncomePreviously Reported | Total Stockholders' Equity | Total Stockholders' EquityPreviously Reported | Non-controlling Interests | Non-controlling InterestsPreviously Reported |
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), net of taxes | 213.6 | 211.6 | 211.6 | 2 | ||||||||||||||
Issuance of common stock to former non-founder director for exercise of stock options (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 | |||||||||||||||
Share based compensation expense | 7.4 | 7.4 | 7.4 | |||||||||||||||
Issuance of common stock at $8.25 per share in the September 2016 Equity Offering (in shares) | 48,787,878 | |||||||||||||||||
Issuance of common stock at $8.25 per share in the September 2016 Equity Offering | 402.5 | $ 0.5 | 402 | 402.5 | ||||||||||||||
Issuance costs in connection with the September 2016 Equity Offering | (11.9) | (11.9) | (11.9) | |||||||||||||||
Series B Convertible Preferred Stock settlement (in shares) | 5,500,000 | |||||||||||||||||
Series B Convertible Preferred Stock settlement | 87.8 | 54.9 | 32.9 | 87.8 | ||||||||||||||
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), net of taxes | 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) | |||||||||||||||
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 | |||||||||||||||
Share based 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 | 2,000,000 | 287,405,939 | 287,405,939 | 6,618 | 6,618 | ||||||||||||
Balance at Dec. 31, 2017 | 2,860 | $ 2,860 | $ 0 | $ 0 | $ 2.9 | $ 2.9 | 4,032 | $ 4,032 | $ (0.1) | $ (0.1) | (869.7) | $ (869.7) | (422) | $ (422) | 2,743.1 | $ 2,743.1 | 116.9 | $ 116.9 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net (loss) income | (319.9) | (324.4) | (324.4) | 4.5 | ||||||||||||||
Other comprehensive income (loss), net of taxes | $ (370.7) | (336.2) | (336.2) | (34.5) | ||||||||||||||
Issuance of common stock to former non-founder director for exercise of stock options (in shares) | 20,425 | |||||||||||||||||
Exercise/ vesting of share based compensation (in shares) | 988,573 | 335,349 | ||||||||||||||||
Exercise/ vesting of share based compensation | $ (3.3) | 0.1 | $ (3.4) | (3.3) | ||||||||||||||
Conversion of PDH Common Stock into common stock (in shares) | 793,063 | |||||||||||||||||
Conversion of PDH Common Stock into common stock | 0 | 9.9 | 9.9 | (9.9) | ||||||||||||||
Issuance of common stock under ESPP (in shares) | 128,595 | |||||||||||||||||
Issuance of common stock under ESPP | 1.2 | 1.2 | 1.2 | |||||||||||||||
Share based compensation expense | 18.9 | 18.9 | 18.9 | |||||||||||||||
Changes in non-controlling interests | (5.1) | (5.1) | ||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 2,000,000 | 289,316,170 | 341,967 | |||||||||||||||
Balance at Dec. 31, 2018 | $ 2,181.1 | $ 0 | $ 2.9 | $ 4,062.1 | $ (3.5) | $ (1,195.4) | $ (756.9) | $ 2,109.2 | $ 71.9 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (Parentheticals) | Dec. 31, 2016$ / shares |
Common Stock | |
Price of shares issued (in dollars per share) | $ 8.25 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND BASIS OF PRESENTATION | BACKGROUND AND BASIS OF PRESENTATION Background Element Solutions (fka Platform Specialty Products Corporation) was incorporated in Delaware in January 2014 and its shares of common stock, par value $0.01 per share, trade on the NYSE under the ticker symbol “ESI.” Element Solutions is a leading global specialty chemicals company whose businesses formulate a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, the Company's innovative solutions enable its customers' manufacturing processes in several key industries, including electronic circuitry, communications infrastructure, automotive systems, industrial surface finishing, consumer packaging and offshore energy. Element Solutions delivers its products to customers through its sales and service workforce, regional distributors and manufacturing representatives. The Company's operations are organized in two reportable segments: Electronics and Industrial & Specialty. 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. Electronics – The Electronics segment researches, formulates and delivers specialty chemicals and materials for all types of electronics hardware, from complex printed circuit board designs to new interconnection materials. In mobile communications, computers, automobiles and aerospace equipment, its products are an integral part of the electronics manufacturing process and the functionality of their goods. The segment's "wet chemistries" for metallization, surface treatments and solderable finishes form physical circuitry pathways, and its "assembly materials," such as solders, pastes, fluxes and adhesives, join those pathways together. The segment provides specialty chemical solutions through the following businesses: Assembly Solutions, Circuitry Solutions and Semiconductor Solutions. Industrial & Specialty – The Industrial & Specialty segment provides customers with Industrial Solutions, which include chemical systems that protect and decorate metal and plastic surfaces; Graphics Solutions, which include consumable chemicals that enable printing image transfer on flexible packaging materials; and Energy Solutions, which include dynamic chemistries used in water-based hydraulic control fluids for offshore deep-water drilling. Its fully consumable products are used in the aerospace, automotive, construction, consumer electronics, consumer packaged goods and oil and gas production end markets. Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with GAAP and include the accounts of Element Solutions 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. On January 31, 2019, pursuant to the terms and conditions of the Arysta Sale Agreement, the Company completed the sale to UPL of 100% of the issued and outstanding shares of common stock of Arysta and its subsidiaries for an aggregate purchase price of approximately $4.20 billion in cash, subject to certain post-closing adjustments relating to, among other things, cash, indebtedness and working capital as of the Closing Date. As a result of the Arysta Sale, Agricultural Solutions' assets, liabilities, operating results and cash flows for all periods presented have been classified as discontinued operations within the Consolidated Financial Statements. See Note 5, Discontinued Operations , for additional information. Subject to the covenants, events of default and provisions discussed in Note 12, Debt , the Company's Prior Senior Notes, 5.875% USD Notes due 2025 and term loans then outstanding under the Credit Agreement were not required to be immediately redeemed or repaid in connection with the Arysta Sale. As such, the related liabilities and interest expense are not included in discontinued operations and therefore fully burden continuing operations. In preparing the Consolidated Financial Statements in conformity with GAAP, management uses 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 net sales and expenses during the reporting period. Management applies judgment based on its understanding and analysis of the relevant circumstances, including historical experience and future expectations. These judgments, by their nature, are subject to an inherent degree of uncertainty. Accordingly, actual results could differ significantly from these estimates and assumptions. Certain prior year amounts have been reclassified to conform to the current year's presentation. Out of Period Adjustments The Company evaluated the previously disclosed errors noted below and their impact on the relevant quarterly and annual periods, individually and in the aggregate, and concluded that those adjustments were not material to the Company’s 2017 or 2016 Consolidated Financial Statements. Continuing Operations 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 $6.6 million . Discontinued Operations 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 $2.7 million . 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 . During 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 and adjusts its allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due from the contractual terms of the receivables, macroeconomic trends and conditions, significant one-time events such bankruptcy filings or deterioration in the customer’s operating results or financial position, historical experience and the financial condition of its customers. The Company performs ongoing credit evaluations of the financial condition of its third-party distributors and other customers and, in certain circumstances, requires collateral, such as letters of credit and bank guarantees. 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. At December 31, 2018 and 2017 , the Company did not believe it had any significant concentrations of credit risk that could materially impact its results of operations or financial position. 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. 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 its 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 adjustments to the associated goodwill. Acquisition-related expenses and restructuring costs, if any, 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. The Company tests for impairment by comparing the fair value of each reporting unit to its carrying value. The fair value of each reporting unit is based equally on market multiples and 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 and discount 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. 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 and 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 25 years for customer lists, 5 to 10 years for developed technologies, 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. 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. Legal fees are expensed as incurred. 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. 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. Actual results that differ from the assumptions are recorded in "Accumulated other comprehensive loss" within Stockholders’ Equity 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 securities, 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 levels for the following year are 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 loss" 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 income (expense), net " in the Consolidated Statements of Operations. Financial Instruments – The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, investments, accounts payable, contingent consideration and debt. The Company believes that the carrying value of the cash and cash equivalents, 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. Prior to 2018, changes in net unrealized gains or losses were included in the stockholders’ equity section of the Consolidated Balance Sheets as "Accumulated other comprehensive loss." Beginning in the first quarter of 2018, such changes are recorded in the Statement of Operations. 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 recorded in the Consolidated Statements of Operations as "Other (expense) income." 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." 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 the stockholders’ equity section of the Consolidated Balance Sheets as "Accumulated other comprehensive loss." Net gains and losses from transactions denominated in currencies other than the functional currency of the entity are included in the Consolidated Statements of Operations as "Foreign exchange loss." 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, and the Company's performance obligations have been fulfilled and collectability is probable. Estimates for sales rebates, incentives and discounts, as well as sales returns and allowances, are accounted for as reductions of revenue when the earnings process is complete. Sales rebates, incentives and discounts are typically earned by customers based on annual sales volume targets. The Company records an estimate for these accruals based on contract terms and its historical experience with similar programs. An estimate for future expected sales returns is recorded based on historical experience with product returns; however, changes to these estimates may be required if the historical data used in the calculation differs from actual experience. Differences between estimated expense and actual costs are typically immaterial and are recognized in earnings in the period such differences are determined. Variable consideration for volume discounts, rebates and returns are recorded as contract liabilities and settled with the customer in accordance with the terms of the applicable contract, typically when program requirements are achieved by the customer. Most performance obligations relate to contracts with a duration of less than one year, in which the Company has the right to invoice the customer at the time the performance obligation is satisfied for the amount of revenue recognized at that time. Accordingly, the Company has elected the practical expedient available under ASC Topic 606, Revenue from Contracts with Customers , not to disclose remaining performance obligations under its contracts. The Company has also elected the practical expedient to expense incremental costs for obtaining contracts with terms of less than one year. See Note 23, Segment Information, to the Consolidated Financial Statements for a disaggregation of net sales by business unit. 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 basis 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. 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 is recorded in the Consolidated Statements of Operations as "Selling, technical, general and administrative" expense 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 Element Solutions' 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. 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 awards with performance conditions are only recognized if and when it becomes probable that the performance conditions 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 methods, 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements Revenue from Contracts with Customers (Topic 606) - In May 2014, the FASB issued ASU No. 2014-09, " Revenue from Contracts with Customers, " as a new FASB 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 new guidance did not have a material impact on the Company's financial statements since the timing and pattern of revenue recognition predominantly continued to be recognized as the Company’s performance obligation to ship or deliver its products was completed and the transfer of control passes to the customer in accordance with the new standard. The Company adopted the new guidance effective January 1, 2018 using the modified retrospective method. See Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for additional information. 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 was issued to reduce diversity in practice with respect to how certain cash receipts and cash payments are classified and presented in the statement of cash flows. The Company adopted the new guidance effective January 1, 2018 and retrospectively reclassified $8.8 million and $8.4 million of cash payments for debt prepayments and debt extinguishment costs from "Cash flows from operating activities" to "Cash flows from financing activities" in the Consolidated Statement of Cash Flows for the years ended December 31, 2017 and 2016, respectively. Recently Issued Accounting Pronouncements Not Yet Adopted 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 to 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 two permitted adoption methods under this ASU are the modified retrospective approach, which requires application of the guidance in all comparative periods presented, and the cumulative-effect-adjustment approach, which allows for application at the adoption date without restating prior periods. The Company has substantially completed the implementation of its new software system and corresponding controls for administering its leases and facilitating compliance with the ASU. Upon adoption, the Company is expected to recognize right of use (ROU) assets and lease liabilities of less than $100 million to reflect the present value of remaining lease payments under existing lease arrangements. While the recognition of these ROU assets and lease liabilities will impact the Company's consolidated balance sheet, it is not expected to have a material impact on its consolidated statement of operations or cash flows. Derivatives and Hedging (Topic 815) - In August 2017, the FASB issued ASU No. 2017-12, “ Targeted Improvements to Accounting for Hedging Activities.” |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS OMG Malaysia Acquisition On January 31, 2016, Element Solutions 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. During the year of acquisition, net sales and net income contributed by the OMG Malaysia Acquisition totaled $30.9 million and $3.2 million |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On July 20, 2018, the Company agreed to sell to UPL 100% of the issued and outstanding shares of common stock of Arysta and its subsidiaries pursuant to the terms and conditions of the Arysta Sale Agreement. The Arysta Sale was completed on January 31, 2019 for an aggregate purchase price of approximately $4.20 billion in cash, subject to certain post-closing adjustments relating to, among other things, cash, indebtedness and working capital as of the closing date. The Company expects the Arysta Sale to maximize long-term value for its stockholders by enabling investors to focus on its specific and differentiated high-quality businesses that serve the specialty chemicals industry. The Agricultural Solutions business was previously its own reportable segment and has been presented for all periods as discontinued operations in the Company's Consolidated Financial Statements as the Arysta Sale represented a significant strategic shift and was determined to have a major effect on the Company's operations and financial results. Corporate costs previously allocated to the Agricultural Solutions segment have been reallocated to the remaining segments for all periods presented as these costs were not clearly identifiable as costs of the Agricultural Solutions segment. The Company recorded an estimated asset impairment loss of $450 million ( $74.0 million in the fourth quarter) as the carrying value of its discontinued operations exceeded the estimated fair value less costs to sell, which primarily reflected the recognition of foreign currency translation adjustments that have been recorded in "Accumulated other comprehensive loss" within Stockholders’ Equity. This charge reflects Element Solutions’ best estimate of the impairment loss and the actual loss on sale will be dependent on a number of factors, including foreign exchange rates on the closing date of the Arysta Sale and other closing adjustments. In connection with the Arysta Sale, the Company agreed to retain certain liabilities associated with legal and tax proceedings, primarily related to an Arysta subsidiary in Brazil. The Company does not expect to incur a material loss as a result of these proceedings. However, the resolutions of these matters may take several years and, to the extent not covered by insurance, may adversely impact our financial position or results of operations. The following table details the components comprising Net (loss) income from the Company's discontinued operations attributable to common stockholders: Year Ended December 31, (amounts in millions) 2018 2017 2016 Net sales $ 1,991.8 $ 1,897.3 1,815.8 Cost of sales (1,190.3 ) (1,122.1 ) (1,085.4 ) Selling, technical, general and administrative (466.4 ) (531.4 ) (524.7 ) Research and development (52.4 ) (52.0 ) (39.4 ) Goodwill impairment (1) — (160.0 ) — Impairment loss (450.0 ) — — Operating (loss) profit (167.3 ) 31.8 166.3 Other income (expense) items 11.5 (60.4 ) 17.4 (Loss) income from discontinued operations, before income taxes (155.8 ) (28.6 ) 183.7 Income tax expense (87.1 ) (75.2 ) (69.9 ) (Loss) income from discontinued operations, net of tax (242.9 ) (103.8 ) 113.8 Net (income) loss from discontinued operations attributable to the non-controlling interests (3.0 ) 1.7 (2.6 ) Net (loss) income from discontinued operations attributable to common stockholders $ (245.9 ) $ (102.1 ) $ 111.2 (1) In 2017, the Company recorded an impairment charge in the former Agricultural Solutions segment of $160 million related to its Agro Business reporting unit. This charge was driven by the impact of a delayed agricultural market recovery, which resulted in lower expectations for future profitability and cash flows as compared to the expectations of the 2016 annual goodwill impairment test. The following table details supplemental cash flow disclosure information related to Company's discontinued operations: Year Ended December 31, (amounts in millions) 2018 2017 2016 Cash paid for interest $ 5.4 $ 7.1 $ 11.3 Cash paid for income taxes $ 69.5 $ 71.1 $ 58.6 The carrying value of major classes of assets and liabilities related to the Company's discontinued operations at December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Assets Cash and cash equivalents $ 177.8 $ 219.4 Accounts receivable, net 919.4 740.5 Inventories 369.1 304.0 Other current assets 155.0 168.2 Current assets of discontinued operations $ 1,621.3 $ 1,432.1 Property, plant and equipment, net $ 172.0 $ 164.9 Goodwill 1,816.9 1,948.5 Intangible assets, net 1,797.7 1,976.5 Other assets (1) (374.2 ) 78.7 Non-current assets of discontinued operations $ 3,412.4 $ 4,168.6 Liabilities Accounts payable $ 365.7 $ 350.6 Current installments of revolving credit facilities 52.5 28.8 Accrued expenses and other current liabilities 408.6 385.5 Current liabilities of discontinued operations $ 826.8 $ 764.9 Deferred income taxes $ 369.9 $ 409.6 Other liabilities 46.3 63.0 Non-current liabilities of discontinued operations $ 416.2 $ 472.6 (1) Includes an estimated impairment loss of $450.0 million |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The major components of inventory, on a net basis, were as follows: December 31, ($ amounts in millions) 2018 2017 Finished goods $ 109.4 $ 107.6 Work in process 15.3 14.5 Raw materials and supplies 63.4 64.3 Total inventories $ 188.1 $ 186.4 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 Land and leasehold improvements $ 67.8 $ 68.9 Buildings and improvements 101.0 94.6 Machinery, equipment, fixtures and software 207.3 195.6 Construction in process 14.9 18.1 Total property, plant and equipment 391.0 377.2 Accumulated depreciation (124.1 ) (89.8 ) Property, plant and equipment, net $ 266.9 $ 287.4 For 2018 , 2017 and 2016 , the Company recorded depreciation expense of $44.6 million , $46.4 million and $46.6 million |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill by segment were as follows: ($ amounts in millions) Electronics Industrial & Specialty Total Balance, December 31, 2016 Goodwill, gross $ 1,188.0 $ 991.0 $ 2,179.0 Accumulated impairment losses (1) — (46.6 ) (46.6 ) 1,188.0 944.4 2,132.4 Foreign currency translation and other 73.9 46.3 120.2 Balance, December 31, 2017 Goodwill, gross 1,261.9 1,037.3 2,299.2 Accumulated impairment losses — (46.6 ) (46.6 ) 1,261.9 990.7 2,252.6 Addition from acquisitions (2) 11.1 — 11.1 Foreign currency translation and other (46.3 ) (34.8 ) (81.1 ) Balance, December 31, 2018 Goodwill, gross 1,226.7 1,002.5 2,229.2 Accumulated impairment losses — (46.6 ) (46.6 ) $ 1,226.7 $ 955.9 $ 2,182.6 (1) During 2016, a goodwill impairment charge totaling $46.6 million was recorded related to Industrial & Specialty's Energy Solutions reporting unit, resulting from weak oil prices. The Company experienced the impact on its results, which slightly lagged the overall industry, as this ultimately caused the industry to depress its overall investments. The fair value was determined using an income approach derived from a discounted cash flow model. (2) In May 2018, the Company completed the acquisition of Hi-Tech Korea Co., Ltd. The impact of this acquisition on the Company's results of operations was not material. No impairments of goodwill were identified during the years ended December 31, 2018 and 2017. Indefinite-Lived Intangible Assets The carrying value of indefinite-lived intangible assets, other than goodwill, which consists solely of trade names, was $150 million and $153 million at December 31, 2018 and 2017 , respectively. The Company found no indications of impairment related to its indefinite-lived intangible assets as a result of its annual impairment review. Finite-Lived Intangible Assets Intangible assets subject to amortization were as follows: December 31, 2018 December 31, 2017 ($ amounts in millions) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Customer lists $ 927.8 $ (283.2 ) $ 644.6 $ 952.0 $ (222.5 ) $ 729.5 Developed technology 381.3 (155.6 ) 225.7 393.0 (119.9 ) 273.1 Trade names 5.9 (1.6 ) 4.3 6.1 (1.1 ) 5.0 Non-compete agreement 1.5 (1.3 ) 0.2 1.7 (1.1 ) 0.6 Total $ 1,316.5 $ (441.7 ) $ 874.8 $ 1,352.8 $ (344.6 ) $ 1,008.2 For 2018 , 2017 , and 2016 , the Company recorded amortization expense on intangible assets of $112 million , $110 million and $109 million , respectively. Estimated future amortization of intangible assets for each of the next five years is as follows: ($ amounts in millions) Amortization Expense 2019 $ 110.0 2020 108.9 2021 102.2 2022 89.2 2023 87.0 |
Long-term Compensation Plans
Long-term Compensation Plans | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 , 2017 and 2016 , compensation expense associated with the Company's long-term compensation plans was as follows: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Equity classified RSUs $ 13.9 $ 8.3 $ 5.4 Liability classified RSUs 0.7 0.6 0.4 Stock options 0.8 0.7 0.4 Compensation expense from continuing operations 15.4 9.6 6.2 Compensation expense from discontinued operations 3.9 2.2 1.1 Total $ 19.3 $ 11.8 $ 7.3 Unrecognized compensation expense for awards expected to vest Continuing operations 14.7 Discontinued operations 3.6 Weighted average remaining vesting period (months) 13 At December 31, 2018 , a total of 1,484,776 shares of common stock had been issued, and 3,890,643 RSUs and stock options were outstanding under the 2013 Plan. Total RSUs Stock Options (1) Equity Classified Liability Classified Outstanding at December 31, 2017 3,675,726 2,623,851 319,678 732,197 Granted 1,581,444 1,581,444 — — Exercised/Issued (988,573 ) (968,148 ) — (20,425 ) Cancelled (198,313 ) (23,313 ) — (175,000 ) Forfeited (179,641 ) (179,641 ) — — Outstanding at December 31, 2018 3,890,643 3,034,193 319,678 536,772 (1) Beginning balance includes 175,000 stock options issued outside of the 2013 Plan, which expired without being exercised in 2018. The total fair value of RSUs which vested during 2018 , 2017 and 2016 was $9.9 million , $1.4 million and $0.1 million respectively, based on vesting date market prices. 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) 2018 1,581,444 $ 10.35 26 2017 1,117,719 $ 16.08 31 2016 1,754,868 $ 10.85 34 Certain of the RSUs granted during the period contain performance 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. Certain of the RSUs contain a market vesting condition based on the performance of the Company's common stock relative to the S&P MidCap 400. The grant date fair value of these RSUs was determined using a Monte Carlo simulation. 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 Adjusted EBITDA, 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 for the years ended December 31, 2017 and 2016, as there were no RSUs containing market vesting conditions granted in 2018: 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, 2018 , the following equity classified RSUs were outstanding: December 31, 2018 Vesting Conditions: Outstanding Weighted average remaining vesting period (months) Potential additional awards Service-based 1,002,085 6 — Performance-based 1,482,846 18 1,351,323 Market-based 549,262 10 1,121,093 Total 3,034,193 13 2,472,416 For all equity classified RSUs, shares are issued immediately upon satisfaction of vesting conditions. Liability Classified RSUs During 2014, the Company granted to certain employees RSUs which 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 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 vest ratably 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 for the years ended December 31, 2017 and 2016, as there were no stock options granted in 2018: 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, 2018 , there were 75,070 outstanding stock options with an exercise price of $13.30 , which were vested and out-of-the-money, 207,708 outstanding stock options which were vested and in-the-money, with an aggregate intrinsic value of $0.5 million , and 253,994 outstanding stock options which were unvested, with an aggregate intrinsic value of $0.2 million . Subsequent Event On January 30, 2019, the Compensation Committee granted to certain key executives 2.2 million performance-based RSUs with an aggregate grant date fair value of $24.6 million |
Pension, Post-Retirement and Po
Pension, Post-Retirement and Post-Employment Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS | PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS For 2018 , 2017 and 2016 , the net periodic cost for all plans totaled $0.1 million , $11.5 million and $3.1 million , respectively. Domestic Defined Benefit Pension Plan The 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 25% of plan investments for long-term growth, 74% 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 listed stocks, equity security funds, short-term Treasury bond mutual funds and limited partnership interests. The weighted average asset allocation of this pension plan was 72% fixed income mutual fund holdings, 14% equity securities, 11% limited partnership interests and 3% cash at December 31, 2018 . 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, 2018 and 2017 , the projected benefit obligation for this pension plan totaled $199 million and $218 million , respectively. Supplemental Executive Retirement Plans The Company sponsors SERPs that entitle certain employees 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 SERPs includes an employee’s annual salary and bonus. At December 31, 2018 and 2017 , the projected benefit obligation for the SERPs totaled $7.3 million and $8.5 million , respectively. Foreign Pension Plans The Company's international benefit plans are included in the tables presented below. These plans are not significant, individually or in the aggregate, to the Company's consolidated financial position, results of operations or cash flows. At December 31, 2018 and 2017 , the projected benefit obligation for these foreign pension plans totaled $23.3 million and $23.0 million , respectively. 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 and have therefore been excluded from the tables presented below. These benefit plans had obligation balances of $1.1 million and $3.1 million at December 31, 2018 and 2017 , respectively, and were recorded in the Consolidated Balance Sheets as "Pension and post-retirement benefits." 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 at 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. The Company reclassified $9.8 million from "Accumulated other comprehensive loss" to reflect the settlement of the pension obligation in 2017. Domestic Defined Benefit Post-Retirement Medical and Dental Plan The Company sponsors defined benefit post-retirement medical and dental plans that covers all of its MacDermid domestic full-time employees, hired prior to April 1, 1997, who retire after age 55 , with at least ten to twenty years of service (depending upon the date of hire). Eligible employees receive a subsidy from the Company towards the purchase of their retiree medical benefits based on the date of retirement. The annual increase in the Company’s costs for post-retirement medical benefits is subject to a limit of 5% . Retirees are required to contribute to the plan costs in excess of their respective Company limits in addition to their other required contributions. The projected benefit obligation for the post-retirement plan at December 31, 2018 comprised 37% retirees, 35% fully eligible active participants and 28% other participants. The actuarial determination of the Company's accumulated benefit obligation associated with the plan for post-retirement medical benefits assumes annual cost increases of 2% and 4% , based on the date of retirement. As a result of the above mentioned plan limits, the effect of an increase in the healthcare cost trend on the Company's accumulated benefit obligation and the service and interest costs associated therewith is limited to an immaterial amount. The components of net periodic (benefit)/cost of the Domestic and Foreign Pension Plans and Post-Retirement Medical Benefits were as follows: Year Ended December 31, 2018 2017 2016 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Service cost $ — $ 1.2 $ — $ 1.6 $ — $ 1.4 Interest cost on the projected benefit obligation 8.1 0.3 8.8 1.4 10.1 2.3 Expected return on plan assets (10.4 ) (0.1 ) (10.1 ) (1.3 ) (11.6 ) (2.0 ) Amortization of prior service cost — — — 0.1 — 0.6 Amortization of actuarial net loss — — — 0.1 — 0.2 Plan curtailment 0.1 — — 0.3 — (0.1 ) Plan settlement 0.2 0.1 — 10.1 1.7 0.1 Net periodic (benefit) cost $ (2.0 ) $ 1.5 $ (1.3 ) $ 12.3 $ 0.2 $ 2.5 Post-retirement Medical Benefits Service cost $ — $ 0.1 $ — $ — $ — $ — Interest cost on the projected benefit obligation 0.4 0.1 0.4 0.1 0.4 — Net periodic cost $ 0.4 $ 0.2 $ 0.4 $ 0.1 $ 0.4 $ — 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, 2018 2017 2016 Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Discount rate 3.7% 1.4% 4.2% 1.6% 4.6% 2.3% Rate of compensation increase 3.5% 3.4% 3.5% 3.2% 3.5% 3.2% Long-term rate of return on assets 5.4% 1.8% 5.9% 1.7% 6.5% 2.5% Post-retirement Medical Benefits Discount rate 3.7% 9.9% 4.2% 12.2% 4.4% 14.0% 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 2018 2017 2018 2017 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Change in Projected Benefit Obligation: Beginning of period balance $ 226.2 $ 23.0 $ 213.5 $ 92.0 $ 9.7 $ 0.9 $ 9.6 $ 0.6 Additions — 2.0 — 0.6 — — — — Service cost — 1.2 — 1.6 — 0.1 — — Interest cost 8.1 0.3 8.8 1.4 0.4 0.1 0.4 0.1 Actuarial (gain) loss due to assumption change (15.4 ) (0.5 ) — (1.6 ) (1.1 ) 0.1 — 0.1 Actuarial loss (gain) due to plan experience (1.7 ) 0.2 13.8 0.7 0.5 0.3 0.2 0.1 Benefits and expenses paid (10.3 ) (0.9 ) (9.9 ) (5.7 ) (0.5 ) — (0.5 ) — Settlement (0.7 ) (1.1 ) — (71.7 ) — — — — Foreign currency translation — (0.9 ) — 5.7 — (0.2 ) — — End of period balance $ 206.2 $ 23.3 $ 226.2 $ 23.0 $ 9.0 $ 1.3 $ 9.7 $ 0.9 Change in Plan Assets: Beginning of period balance $ 199.6 $ 7.7 $ 176.6 $ 79.9 $ — $ — $ — $ — Additions — — — 0.5 — — — — Actual return on plan assets, net of expenses (5.1 ) 0.2 29.8 — — — — — Employer contributions 1.2 (1.7 ) 3.1 0.7 0.5 — 0.5 — Benefits paid (10.3 ) (0.9 ) (9.9 ) (5.7 ) (0.5 ) — (0.5 ) — Settlement (0.7 ) (0.8 ) — (71.7 ) — — — — Foreign currency translation — (0.2 ) — 4.0 — — — — End of period balance $ 184.7 $ 4.3 $ 199.6 $ 7.7 $ — $ — $ — $ — Funded Status Funded status of plan $ (21.5 ) $ (19.0 ) $ (26.6 ) $ (15.3 ) $ (9.0 ) $ (1.3 ) $ (9.7 ) $ (0.9 ) Supplemental Information: Accumulated benefit obligation $ 196.8 $ 20.1 $ 214.9 $ 19.5 $ 9.0 $ 1.3 $ 9.7 $ 0.9 Plans with Accumulated Benefit Obligation in excess of Plan Assets: Accumulated benefit obligation $ 196.8 $ 20.0 $ 214.9 $ 19.5 $ — $ — $ 9.7 $ 0.9 Fair value plan assets $ 184.7 $ 4.1 $ 199.6 $ 4.1 $ — $ — $ — $ — Plans with Projected Benefit Obligation in excess of Plan Assets: Projected benefit obligation $ 206.2 $ 23.1 $ 226.2 $ 23.0 $ — $ — $ 9.7 $ 0.9 Fair value plan assets $ 184.7 $ 4.1 $ 199.6 $ 4.1 $ — $ — $ — $ — 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 2018 2017 2018 2017 Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Discount rate 4.3% 1.5% 3.7% 1.3% 4.3% 9.2% 3.7% 9.9% Rate of compensation increase 3.5% 3.4% 3.5% 3.3% 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 loss" consist of the following: Pension and SERP Benefits Post-retirement Medical Benefits 2018 2017 2018 2017 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Balance Sheet Other assets $ — $ — $ — $ 3.6 $ — $ — $ — $ — Accrued expenses and other current liabilities 0.5 1.0 1.1 0.7 0.7 — 0.6 — Pension and post-retirement benefits 21.0 18.0 25.5 18.2 8.3 1.3 9.1 0.9 Accumulated Other Comprehensive Loss Net actuarial loss $ (5.1 ) $ (1.8 ) $ (7.0 ) $ (2.4 ) $ (0.3 ) $ (0.8 ) $ (0.8 ) $ (0.4 ) Prior service costs — — (0.1 ) — N/A N/A N/A N/A The following table presents the fair value of plan assets: December 31, ($ amounts in millions) Classification 2018 2017 Asset Category Domestic equities Level 1 $ 22.0 $ 31.8 Foreign equities Level 1 3.9 18.3 Mutual funds holding domestic securities Level 1 — 4.0 U.S. Treasury bonds Level 2 21.5 14.6 Mutual funds holding U.S. Treasury Securities Level 1 19.0 9.2 Mutual funds holding fixed income securities Level 1 96.3 74.6 Cash and cash equivalents Level 1 6.2 10.1 Sub-Total 168.9 162.6 Assets using net asset value (or NAV) as a practical expedient 20.1 44.7 Total $ 189.0 $ 207.3 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, 2018 , 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 2019 $ 12.1 $ 1.7 $ 0.6 $ 14.4 2020 12.2 1.4 0.6 14.2 2021 12.1 1.6 0.6 14.3 2022 12.6 1.4 0.6 14.6 2023 12.7 1.8 0.6 15.1 Subsequent five years 64.3 7.6 3.0 74.9 Total $ 126.0 $ 15.5 $ 6.0 $ 147.5 The measurement date used to determine pension and other post-retirement medical benefits was December 31, 2018 , at which time the minimum contribution level for the following year was determined. The Company is no t required to make any plan contributions in 2019 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
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 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. The Company applied the guidance in SAB 118 when accounting for the enactment-date effects of the TCJA in 2017 and throughout 2018. During the fourth quarter of 2018, the Company finalized the accounting for the enactment-date effects of the TCJA. At December 31, 2017, the Company recorded a provisional income tax benefit for continuing operations totaling $46.3 million as a result of remeasuring U.S. federal deferred taxes for the change in 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 Company completed its analysis of the impact of the TCJA enactment-date effects on the U.S. federal valuation allowance and recorded $55.5 million of additional benefit for continuing operations in 2018, primarily due to the expected impact of global intangible low-taxed income (GILTI). To make this determination, the Company has adopted the tax law ordering approach for determining the impact of GILTI on the realizability of U.S. deferred tax assets. The one-time transition tax is based on the Company’s total post-1986 earnings and profits (E&P), the tax on which the Company previously deferred from U.S. income taxes under U.S. law. At December 31, 2017, the Company believed foreign tax credits would be utilized to offset the one-time transition tax. Significant technical analysis was required to further substantiate the foreign earnings subject to the one-time transition tax as well as the utilization of foreign tax credits. Upon further analysis of the TCJA and notices or regulations issued and proposed by various regulatory agencies, the Company finalized its calculations of the transition tax and increased its tax expense for continuing operations by $13.7 million in the fourth quarter of 2018. The TCJA subjects a U.S. shareholder to tax on GILTI earned by foreign subsidiaries for which an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. At December 31, 2017, the Company was still evaluating the effects of the GILTI provisions and as such, recorded no GILTI-related amounts and had not yet determined its accounting policy election. In 2018, the Company elected to account for GILTI in the year the tax is incurred. Income Taxes (Loss) income before income taxes and non-controlling interests from continuing operations was as follows: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Domestic $ (214.7 ) $ (362.3 ) $ (260.3 ) Foreign 161.5 101.9 28.5 Total $ (53.2 ) $ (260.4 ) $ (231.8 ) Income tax expense (benefit) from continuing operations consisted of the following: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Current: U.S.: Federal $ 14.9 $ (1.2 ) $ 0.1 State and local 0.4 1.0 0.4 Foreign 63.2 65.7 0.6 Total current 78.5 65.5 1.1 Deferred: U.S.: Federal (35.1 ) (78.4 ) (27.8 ) State and local (4.3 ) (2.1 ) (2.2 ) Foreign (15.3 ) (53.6 ) (12.4 ) Total deferred (54.7 ) (134.1 ) (42.4 ) Income tax expense (benefit) $ 23.8 $ (68.6 ) $ (41.3 ) Income tax expense (benefit) from continuing operations 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) 2018 2017 2016 U.S. federal statutory tax rate 21.0 % 35.0 % 35.0 % Taxes computed at U.S. statutory rate $ (11.2 ) $ (91.1 ) $ (81.1 ) Impact of TCJA (41.8 ) (46.3 ) — Net change in reserve (4.9 ) (10.6 ) (27.4 ) State income taxes, net of federal benefit (3.1 ) 1.7 (0.1 ) U.S. tax on foreign operations 31.2 35.0 17.7 Change in valuation allowances 27.5 43.3 53.1 Foreign tax on foreign operations 11.4 8.3 16.1 Change of tax rate 8.3 (19.4 ) 11.8 Provision for tax on undistributed foreign earnings 7.0 1.5 11.4 Impact of transaction costs — — (24.5 ) Settlement of Series B Convertible Preferred Stock — — (34.3 ) Goodwill impairment — — 6.2 Other, net (0.6 ) 9.0 9.8 Income tax expense (benefit) $ 23.8 $ (68.6 ) $ (41.3 ) Effective tax rate (44.7 )% 26.3 % 17.8 % The components of deferred income taxes at December 31, 2018 and 2017 were as follows: December 31, ($ amounts in millions) 2018 2017 Deferred tax assets: Net operating losses $ 224.5 $ 323.0 Arysta outside basis differences 274.2 — Employee benefits 38.6 40.3 Tax credits 38.5 62.0 Financing activities 29.1 24.3 Accrued liabilities 26.4 25.9 Interest carryforward 17.3 44.4 Accounts receivable 16.0 19.1 Research and development costs 11.8 10.3 Goodwill 10.3 19.5 Inventory 4.7 4.6 Other 10.2 20.7 Total deferred tax assets 701.6 594.1 Valuation allowance (475.2 ) (391.7 ) Total deferred tax assets 226.4 202.4 Deferred tax liabilities: Intangibles 631.2 710.4 Plant and equipment 31.8 24.8 Undistributed foreign earnings 29.5 21.9 Other 0.4 0.4 Total deferred tax liabilities 692.9 757.5 Net deferred tax liability $ 466.5 $ 555.1 Deferred tax assets are included in the Consolidated Balance Sheets as "Other assets," "Non-current assets of discontinued operations" and "Deferred income taxes" at December 31, 2018 and 2017 . The total deferred tax assets, valuation allowance and deferred tax liabilities of discontinued operations were $173 million , $75 million and $450 million , respectively, at December 31, 2018 and $296 million , $206 million and $487 million , respectively, at December 31, 2017. 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, 2018, the Company had a deferred tax liability of $29.5 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 on approximately $490 million of remaining undistributed foreign earnings as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of the unrecognized deferred tax liability related to any remaining undistributed foreign earnings is not practicable. 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 the Company's results of operations. The valuation allowance for deferred tax assets was $475 million and $392 million at December 31, 2018 and 2017 , respectively. During 2018 , the valuation allowance increased by $83.5 million primarily due to foreign operating losses and the anticipated capital loss on the Sale of Arysta, offset by release of the U.S. valuation allowance following enactment of the TCJA. At December 31, 2018 , the Company had federal, state and foreign net operating loss carryforwards of approximately $230 million , $770 million and $562 million , respectively. The U.S. federal net operating loss carryforwards expire between the years 2023 and 2037 . The majority of the state net operating loss carryforwards expire between the years 2019 and 2037 . The foreign tax net operating loss carryforwards expire between the years 2019 through 2037 or may be carried forward indefinitely. In addition, at December 31, 2018 , the Company had approximately $32.9 million and $5.8 million of foreign tax credits and other tax credits, respectively, available for carryforward. These carryforward periods range from ten years to an unlimited period of time. Section 382 of the Internal Revenue Code imposes an annual limitation on the amount of a corporation's U.S. federal taxable income that can be offset by net operating losses if it experiences an "ownership change." The Company experienced ownership changes in 2013 and 2015 with respect to the acquisition of various companies. Accordingly, the use of the Company's net operating losses generated prior to these ownership changes is subject to an annual limitation. If certain changes in the Company's ownership occur prospectively, there could be an additional annual limitation on the amount of utilizable carryforwards. Tax Uncertainties The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Unrecognized tax benefits at beginning of period $ 90.3 $ 128.3 $ 112.2 Additions based upon prior year tax positions (including acquired uncertain tax positions) 2.7 4.0 1.7 Additions based on current year tax positions 3.1 6.5 76.2 Reductions for prior period positions (6.9 ) (38.0 ) (51.9 ) Reductions for settlements and payments (4.3 ) (4.2 ) — Reductions due to closed statutes (3.5 ) (6.3 ) (9.9 ) Total unrecognized tax benefits at end of period $ 81.4 $ 90.3 $ 128.3 At December 31, 2018 , the Company had $81.4 million of total unrecognized tax benefits, of which $80.6 million , if recognized, would impact the Company’s effective tax rate. Due to expected settlements, statute of limitations expirations and the sale of Arysta, the Company estimates that $10.9 million of the total unrecognized benefits will reverse within the next twelve months. The Company recognizes interest and/or penalties related to income tax matters as part of income tax expense (benefit), which totaled $0.4 million , $1.2 million and $5.5 million , for 2018 , 2017 and 2016 , respectively. The Company's accrual for interest and penalties totaled $12.9 million and $13.0 million at December 31, 2018 and 2017 , respectively. At December 31, 2018 , the following tax years remained subject to examination by the major tax jurisdictions indicated below: Major Jurisdictions Open Years Belgium 2015 through current Brazil 2014 through current Canada 2014 through current China 2015 through current France 2015 through current Germany 2013 through current Japan 2013 through current Mexico 2013 through current Netherlands 2012 through current South Africa 2013 through current Taiwan 2013 through current United Kingdom 2008 and 2015 through current United States 2015 through current The Company is subject to taxation in the United States and in various states and foreign jurisdictions. With few exceptions, at December 31, 2018 , the Company was no longer subject to state and local or foreign examinations by tax authorities for years |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The Company’s debt and capital lease obligations consisted of the following: ($ amounts in millions) Maturity Date Interest Rate December 31, 2018 December 31, 2017 Senior Notes - USD 1.10 billion (1) 2022 6.50% $ 1,067.1 $ 1,086.1 Senior Notes - EUR 350 million (1) 2023 6.00% 397.4 415.1 Senior Notes - USD 800 million (1) 2025 5.875% 784.9 783.2 First Lien Credit Facility - USD Term Loans (2) 2020 > of 3.50% or LIBOR plus 2.50% 624.3 620.4 First Lien Credit Facility - USD Term Loans (2) 2021 > of 4.00% or LIBOR plus 3.00% 1,124.7 1,121.2 First Lien Credit Facility - Euro Term Loans (2) 2020 > of 3.25% or EURIBOR plus 2.50% 666.2 694.3 First Lien Credit Facility - Euro Term Loans (2) 2021 > of 3.50% or EURIBOR plus 2.75% 685.3 716.0 Borrowings under the Revolving Credit Facility LIBOR plus 3.00% 25.0 — Other 1.1 10.9 Total debt and capital lease obligations 5,376.0 5,447.2 Less: current installments of long-term debt and revolving credit facilities 25.3 10.1 Total long-term debt and capital lease obligations $ 5,350.7 $ 5,437.1 (1) Net of unamortized premium, discounts and debt issuance costs of $29.9 million and $35.5 million at December 31, 2018 and 2017 , respectively. Weighted average effective interest rate of 6.5% at December 31, 2018 and 2017 . (2) First Lien Credit Facility term loans net of unamortized discounts and debt issuance costs of $22.4 million and $33.3 million at December 31, 2018 and 2017 , respectively. Weighted average effective interest rate of 4.6% and 4.5% at December 31, 2018 and 2017 , respectively, including the effects of interest rate swaps. See Note 13 , Financial Instruments, to the Consolidated Financial Statements for further information regarding the Company's interest rate swaps. Minimum future principal payments on long-term debt were as follows: ($ amounts in millions) Long-Term Debt 2019 $ — 2020 1,300.0 2021 (*) 1,822.8 2022 1,078.0 2023 401.4 Thereafter 800.0 Total $ 5,402.2 (*) 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 Credit Agreement, on or prior to November 2, 2021, the maturity date of approximately $1.82 billion of first lien debt will be extended to June 7, 2023 from November 2, 2021. Credit Agreement At December 31, 2018, the Company was party to the Credit Agreement, which governed 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 was available for the issuance of letters of credit. At December 31, 2018 , the maximum borrowing capacity under the Credit Agreement totaled $485 million , which consisted of (i) an aggregate principal amount of up to $240 million under the Revolving Credit Facility to be denominated in U.S. dollars, and (ii) an aggregate principal amount of up to $245 million under the Revolving Credit Facility to be denominated in multicurrency. Loans under the Revolving Credit Facility bore 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 Credit Agreement. The Company was required to pay a quarterly commitment fee of 0.50% on the unused balance of the Revolving Credit Facility. The obligations incurred under the Credit Agreement were 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, had granted security interests in substantially all of their assets in connection with such guarantees, including, but not limited to, their equity interests and personal property. Covenants, Events of Default and Provisions At December 31, 2018 , 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 remaining borrowing capacity of $450 million , net of letters of credit, under the Revolving Credit Facility. Subsequent Event Using the proceeds from the Arysta Sale, on January 31, 2019, the Company paid down the Credit Facilities, including the First Lien Credit Facility and the Revolving Credit Facility under the Credit Agreement and expensed the related unamortized premiums, discounts and debt issuance costs during the first quarter of 2019. The Credit Agreement was then terminated and replaced, on January 31, 2019, with the New Credit Agreement, which provides for new senior secured credit facilities in an aggregate principal amount of $1.08 billion , consisting of a revolving facility in an aggregate principal amount of $330 million maturing in 2024 and a term loan in an aggregate principal amount of $750 million maturing in 2026. On the closing date of the Arysta Sale, the $750 million term loan was borrowed under the New Credit Agreement. Borrowings under the New Credit Agreement bear interest at a rate per annum equal to a base rate, as defined in the New Credit Agreement, plus, in each case, an applicable rate equal to a spread of 1.25% with respect to Base Rate Loans and a spread of 2.25% with respect to Eurocurrency Rate Loans. The Company will pay a commitment fee in respect of any undrawn portion of the Revolver of 0.50% per annum, subject to a stepdown to 0.375% based on the Company’s first lien net leverage ratio. The credit facilities under the New Credit Agreement are guaranteed, jointly and severally, by certain of the Company’s domestic subsidiaries and secured by a first-priority security interest in substantially all of the assets of the borrowers and the guarantors, including mortgages on material real property, subject to certain exceptions. The New Credit Agreement also 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 on the assets of the borrowers or any guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, and dispositions. If the borrowers have total outstanding borrowings under the revolver (subject to certain exceptions) in excess of 30.0% of the commitment amount under the revolver, the revolver requires that the Company maintain a first lien net leverage ratio of at least 5.0 to 1.0 , subject to a right to cure. The New Credit Agreement requires the borrowers to make mandatory prepayments of borrowings, subject to certain exceptions, as described in the New Credit Agreement. In addition, the New Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of 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 New Credit Agreement may be accelerated and the lenders could foreclose on their security interests in the assets of the borrowers and the guarantors. Senior Notes 5.875% USD Notes due 2025 The 5.875% USD Notes due 2025 are governed by the 5.875% USD Notes Indenture which provides, 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 5.875% USD Notes due 2025 prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium. The 5.875% USD Notes due 2025 are unsecured. At December 31, 2018, the 5.875% USD Notes due 2025 were fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that used to guarantee the obligations of the borrowers under the Credit Agreement. Prior Senior Notes At December 31, 2018, the Prior Senior Notes were governed by the Prior Senior Notes Indenture which provided, among other things, for customary affirmative and negative covenants, events of default and other customary provisions. The Company also had the option to redeem the Prior Senior Notes prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium. The Prior Senior Notes were unsecured and fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that used to guarantee the obligations of the borrowers under the Credit Agreement. Subsequent Events On February 1, 2019, the Company completed the redemption of all outstanding Prior Senior Notes and, as a result, the Prior Senior Notes Indenture was terminated, releasing the Company and the guarantors named therein from their obligation under the Prior Senior Notes and the Prior Senior Notes Indenture. In connection with this redemption, the Company paid approximately $29.5 million of call premiums and wrote-off the related unamortized premiums, discounts and debt issuance costs during the first quarter of 2019. The Company funded the redemption with a portion of the net proceeds from the Arysta Sale and a portion of the borrowings under the New Credit Agreement, as described above. The 5.875% USD Notes due 2025 were not redeemed and remain outstanding. At January 31, 2019, these notes are fully and unconditionally guaranteed on a senior unsecured basis by generally all of the Company’s domestic subsidiaries that guarantee the obligations of the borrowers under the New Credit Agreement. Lines of Credit and Other Debt Facilities The Company has access to various revolving lines of credit, short-term debt facilities, and overdraft facilities worldwide which are used to fund short-term cash needs. At December 31, 2018 , the aggregate principal amount outstanding under such facilities totaled $25.0 million . There were no amounts outstanding at December 31, 2017. The Company had letters of credit outstanding of $10.2 million and $19.3 million at December 31, 2018 and 2017 , respectively, of which $9.7 million and $18.6 million at December 31, 2018 and 2017 , respectively, reduced the borrowings available under the various facilities. At December 31, 2018 and 2017 , the availability under these facilities was approximately $481 million and $509 million , respectively, net of outstanding letters of credit. Subsequent Event The revolving facility under the New Credit Agreement includes borrowing capacity in the form of letters of credit of up to $100 million |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
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, commodity prices and interest rates. Derivative financial instruments, such as foreign currency exchange forward contracts, commodities futures contracts and interest rate swaps 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. The Company holds 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 the Consolidated Statements of Operations as " Other income (expense), net ." The total notional value of foreign currency exchange forward contracts held at December 31, 2018 and 2017 was approximately $102 million and $201 million , respectively, with settlement dates generally within one year. 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 used 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 $28.9 million and $31.8 million at December 31, 2018 and 2017 , respectively. Substantially all contracts outstanding at December 31, 2018 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 the Consolidated Statements of Operations as " Other income (expense), net ." Unrealized gains and losses on derivative contracts are accounted for in the Consolidated Statements of Cash Flows as "Operating activities." Interest Rates The Company entered into interest rate swaps to effectively fix the floating base rate portion of its interest payments on approximately $1.12 billion of U.S. dollar denominated debt and €276 million of euro denominated debt at 1.96% and 1.20% , respectively, through June 2020. Changes in the fair value of a derivative instrument that is designated as, and meets all the required criteria of, a cash flow hedge are recorded in "Other comprehensive (loss) income" and reclassified from "Accumulated other comprehensive loss" into earnings as the underlying hedged item affects earnings. Amounts reclassified into earnings related to interest rate swaps are included in the Condensed Consolidated Statements of Operations as "Interest expense, net." During 2018 , the Company's interest rate swaps were deemed highly effective utilizing the dollar-offset method of assessing hedge effectiveness. The ineffectiveness resulting from the repriced portion of the Company's euro-denominated debt in 2017 totaled $1.0 million in 2018, and was recorded in the Consolidated Statements of Operations as " Other income (expense), net ." The Company expects to reclassify $5.9 million of income from "Accumulated other comprehensive loss" to "Interest expense, net" in its Consolidated Statement of Operations during 2019. Subsequent Event In connection with the pay down of the Credit Facilities on January 31, 2019, the Company terminated and settled its existing interest rate swaps, and all remaining balances resulting from changes in fair value that were included in "Accumulated other comprehensive loss" were reclassified to the income statement during the first quarter of 2019. The Company also entered into new interest rate swaps to effectively fix the floating rate of the interest payments associated with the new $750 million term loan through January 2024 with all remaining interest payments associated with the last two years (beginning from February 2024 to January 2026) reverting back to floating. In addition, the Company also entered into a net investment hedge to effectively convert the term loans borrowings under the New Credit Agreement, a U.S. dollar denominated debt obligation, into fixed-rate euro-denominated debt. Under this agreement, which expires in January 2024, the Company is obligated to make periodic euro-denominated coupon payments to the hedge counterparties on an aggregate initial notional amount of €662 million , in exchange for periodic U.S. dollar-denominated coupon payments from these hedge counterparties on an aggregate initial notional amount of $750 million . The net result of the above hedges is a fixed interest rate of approximately 2.3% through January 2024. Fair Value Measurements The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis: December 31, ($ amounts in millions) Balance sheet location Classification 2018 2017 Asset Category Foreign exchange and metals contracts not designated as hedging instruments Other current assets Level 2 $ 0.9 $ 2.0 Interest rate swaps designated as cash flow hedging instruments Other current assets Level 2 6.5 — Interest rate swaps designated as cash flow hedging instruments Other assets Level 2 2.6 3.4 Available for sale equity securities Other assets Level 1 0.3 2.4 Available for sale equity securities Other assets Level 2 — 0.6 Total $ 10.3 $ 8.4 Liability Category Interest rate swaps designated as cash flow hedging instruments Accrued expenses and other liabilities Level 2 $ 0.6 $ 2.8 Foreign exchange and metals contracts not designated as hedging instruments Accrued expenses and other liabilities Level 2 1.2 1.4 Interest rate swaps designated as cash flow hedging instruments Other liabilities Level 2 0.3 0.8 Long-term contingent consideration Contingent consideration Level 3 57.4 79.2 Total $ 59.5 $ 84.2 The following methods and assumptions were used to estimate the fair value of each class of the Company’s financial assets and liabilities: 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. 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. Long-term contingent consideration - The long-term contingent consideration represents a potential liability of up to $100 million tied to the achievement of certain common stock trading price performance metrics and Adjusted EBITDA targets over a seven -year period ending December 2020 in connection with the MacDermid Acquisition. • Common Stock - The common stock performance target, which represents an expected future payment value of $40.0 million , has been satisfied and is recorded at its present value utilizing a discount rate of approximately 2.48% . An increase or decrease in the discount rate of 1% changes the fair value measure of the metric by approximately $0.8 million . In the first quarter of 2019, the Company paid $40.0 million related to the achievement of these common stock performance targets. • Adjusted EBITDA - The estimated fair value of the Adjusted EBITDA performance metric is derived using the income approach with unobservable inputs, based on present value and multi-year forecast assumptions, which include a discount rate of 10.5% and probability weighted Adjusted EBITDA assessments of expected future payment values of $0.0 million , $30.0 million and $60.0 million . At December 31, 2018, the Company determined there was a higher probability of achieving the Adjusted EBITDA target that results in an expected payment of $30.0 million based on the most recent multi-year forecast, which resulted in a reduction of the contingent consideration liability of $22.2 million . An increase or a decrease in the probability weighted Adjusted EBITDA assessments of future payment values of 10.0% changes the estimated fair value measure of the performance metric by approximately $2.4 million . Changes in the estimated fair value of the long-term contingent consideration are recorded in the Consolidated Statements of Operations as "Selling, technical, general and administrative" expenses. There were no significant transfers between the fair value hierarchy levels during 2018 . The carrying value and estimated fair value of the Company’s long-term debt each totaled $5.35 billion at December 31, 2018 , and $5.44 billion and $5.58 billion , respectively, at December 31, 2017 . The carrying values noted above include unamortized premiums, discounts and debt issuance costs. The estimated fair value of long-term debt 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 2016 annual goodwill impairment test, Industrial & Specialty segment recorded an impairment charge of $46.6 million to reduce the carrying value of its Energy Solutions reporting unit to its fair value. This measurement was performed on a non-recurring basis using significant unobservable inputs (Level 3). See Note 8, Goodwill and Intangible Assets, |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
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 the Company of approximately $402.5 million , before underwriting discounts and commissions and offering expenses of $11.9 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, 2018 and 2017 , 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, 2018 and 2017 , 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 Element Solutions' 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. 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, which is currently $22.85 . There were no stock dividends declared since 2014 with respect to the Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into one share of common stock of Element Solutions 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 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 income (expense), 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 income (expense), net " in the Consolidated Statement of Operations. 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, 2018 and 2017 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, 4,754,848 have been converted and a like number of shares of the Company's common stock have been issued through December 31, 2018 . Non-controlling interest at December 31, 2018 , 2017 and 2016 , totaled 3.22% , 3.83% and 6.01% , respectively. During 2018 , 2017 and 2016 , approximately $1.3 million , $2.1 million and $(5.9) million , respectively, of net income (loss) has been allocated to the Retaining Holders, as included in the Consolidated Statements of Operations. Subsequent Event On February 8, 2019, as part of the Company's previously-announced stock repurchase program, the Company repurchased 37 million shares of its common stock from Pershing Square Capital Management, L.P., advisor to certain Pershing Square investment funds, in a privately-negotiated transaction, for a per share purchase price of $11.72 , the last sale price reported for the Company’s shares as of the 4 pm close of trading on the NYSE on Friday, February 1, 2019, or an aggregate purchase price of $434 million . These repurchased shares, which represented approximately 13% |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Changes in each component of "Accumulated other comprehensive (loss) income," net of tax, during 2018 , 2017 and 2016 were as follows: ($ 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, 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 reclassified — (2.1 ) — — — (2.1 ) Balance at December 31, 2017 (453.6 ) (7.9 ) (1.3 ) — 40.8 (422.0 ) Impact of ASU 2016-01 adoption — — 1.3 — — 1.3 Adjusted balance at January 1, 2018 (453.6 ) (7.9 ) — — 40.8 (420.7 ) Other comprehensive (loss) income before reclassifications, net (378.0 ) 1.8 — 6.0 34.5 (335.7 ) Reclassifications, pretax — — — (0.5 ) — (0.5 ) Tax (benefit) expense reclassified — — — — — — Balance at December 31, 2018 $ (831.6 ) $ (6.1 ) $ — $ 5.5 $ 75.3 $ (756.9 ) |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 , 2017 and 2016 follows: Year Ended December 31, ($ amounts in millions, except per share amounts) 2018 2017 2016 Net loss from continuing operations $ (77.0 ) $ (191.8 ) $ (190.5 ) Net (income) loss attributable to the non-controlling interests (1.5 ) (2.3 ) 5.6 Gain on amendment of Series B Convertible Preferred Stock — — 32.9 Net loss from continuing operations attributable to common stockholders (78.5 ) (194.1 ) (152.0 ) 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 from continuing operations attributable to common stockholders for diluted EPS $ (78.5 ) $ (194.1 ) $ (288.8 ) Basic weighted average common stock outstanding 288.2 286.1 243.3 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 288.2 286.1 272.3 Loss per share from continuing operations attributable to common stockholders: Basic $ (0.27 ) $ (0.68 ) $ (0.62 ) Diluted $ (0.27 ) $ (0.68 ) $ (1.06 ) Dividends per share paid to common stockholders $ — $ — $ — For 2018 , 2017 and 2016 , 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 millions) 2018 2017 2016 Shares issuable for the contingent consideration 7.8 7.4 8.6 Shares issuable upon conversion of PDH Common Stock 4.1 6.0 — Shares issuable upon conversion of Series A Preferred Stock 2.0 2.0 2.0 Shares issuable upon vesting of RSUs 1.6 0.8 0.1 Shares issuable upon vesting and exercise of stock options 0.1 0.1 — Total shares excluded 15.6 16.3 10.7 |
Operating Lease Commitments
Operating Lease Commitments | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 , 2017 and 2016 was $21.6 million , $22.0 million and $21.7 million , respectively. Minimum future non-cancelable operating lease commitments were as follows: ($ amounts in millions) Operating Lease Commitments Year ending December 31, 2019 $ 19.2 2020 15.5 2021 11.9 2022 9.7 2023 7.7 Thereafter 27.9 Total $ 91.9 |
Contingencies, Environmental an
Contingencies, Environmental and Legal Matters | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS | CONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS Environmental Matters The Company is involved in various claims relating to environmental matters at a number of current and former plants 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 waste 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. The Company's environmental liabilities, which are included in the Consolidated Balance Sheets as "Accrued expenses and other current liabilities" and "Other liabilities," totaled $18.3 million and $27.9 million at December 31, 2018 and 2017 , respectively, primarily driven by environmental remediation, clean-up costs and monitoring of sites that were either closed or disposed of in prior years. 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 the sites, such as results of investigations, could make it necessary for the Company to reassess its potential exposure related to these environmental matters. 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 Matters From time to time, the Company is involved in various legal proceedings, investigations and/or claims in the normal course of its business. Although it cannot predict with certainty the ultimate resolution of these matters which involve judgments that are inherently subjective, the Company believes that their resolutions, to the extent not covered by insurance, will not, individually or in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or cash flows. In June 2017, MacDermid Printing and DuPont reached an agreement to settle and dismiss their respective lawsuits against each other, as well as MacDermid Printing's lawsuit against Cortron Corporation, involving MacDermid Printing's flexographic printing technology and related business. In connection with the settlement, in July 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 the Consolidated Statement of Operations as " Other income (expense), net |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company is party to an Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of one of its founder directors, whereby Mariposa Capital, LLC is entitled to receive an annual fee, which is accrued quarterly and payable in quarterly installments, and reimbursement for expenses. 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. Under this agreement, the Company incurred advisory fees totaling $2.0 million during 2018 , 2017 and 2016 , which were recorded in the Consolidated Statements of Operations as " Selling, technical, general and administrative " expense. Effective February 1, 2019, the annual fee was increased to $3.0 million |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING The Company continuously evaluates its operations in an effort to identify opportunities to improve profitability by leveraging existing infrastructure to reduce operating costs and respond to overall economic conditions. Restructuring expenses were recorded as follows in each of the Company's business segments: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Electronics $ 4.9 $ 17.3 $ 13.7 Industrial & Specialty 1.4 6.2 11.3 Total $ 6.3 $ 23.5 $ 25.0 At December 31, 2018 and 2017 , the Company’s restructuring liability was no t material. 2018 Activity The restructuring plans initiated during the year primarily relate to headcount reductions associated with continued cost saving opportunities within the business, including initiatives associated with the Company's reorganization efforts resulting from the Arysta Sale to consolidate its corporate function with those of its former Performance Solutions segment. There are no material additional costs expected to be incurred related to these discrete restructuring activities. 2017 and 2016 Activity The restructuring plans primarily relate to headcount reductions associated with the integration of the Alent, OMG and OMG Malaysia Acquisitions. 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) 2018 2017 2016 Cost of sales $ 0.1 $ 1.6 $ 1.3 Selling, technical, general and administrative 6.2 21.9 23.7 Total $ 6.3 $ 23.5 $ 25.0 |
Other Income (Expense), Net
Other Income (Expense), Net | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | OTHER INCOME (EXPENSE), NET " Other income (expense), net ," as reported in the Consolidated Statements of Operations, consisted of the following: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Loss on debt extinguishment $ (0.4 ) $ (72.3 ) $ (11.3 ) Gain (loss) on derivative contracts 0.4 (1.8 ) (4.9 ) Gain on sale of equity investment 11.3 — — Gain on legal settlement — 10.8 — 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 ) Other income (expense), net 3.5 (6.7 ) 3.8 Total $ 14.8 $ (70.0 ) $ 85.6 |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 Accrued salaries, wages and employee benefits $ 55.2 $ 61.1 Accrued interest 43.5 46.4 Accrued income taxes payable 29.6 48.0 Other current liabilities 61.2 50.0 Total $ 189.5 $ 205.5 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION As a result of the Arysta Sale, the Company completed certain changes to its organizational structure that resulted in a change to the Company's reportable business segments. The previously reported Agricultural Solutions segment has met the requirements to be classified as discontinued operations and the previously reported Performance Solutions segment was separated into the Electronics and the Industrial & Specialty segments, which represent businesses for which separate financial information is utilized by the chief operating decision maker, or CODM, for purposes of allocating resources and evaluating performance. 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. Adjusted EBITDA for each segment also includes an allocation of corporate costs. Results of Operations The following table summarizes financial information regarding each reportable segment’s results of operations: Year Ended December 31, (amounts in millions) 2018 2017 2016 Net Sales: Electronics $ 1,157.5 $ 1,122.6 $ 1,039.2 Industrial & Specialty 803.5 756.0 730.9 Total $ 1,961.0 $ 1,878.6 $ 1,770.1 Adjusted EBITDA: Electronics $ 248.2 $ 233.1 $ 212.3 Industrial & Specialty 172.5 168.1 156.1 Total $ 420.7 $ 401.2 $ 368.4 The following table reconciles " Net loss attributable to common stockholders " to Adjusted EBITDA: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Net loss attributable to common stockholders $ (324.4 ) $ (296.2 ) $ (40.8 ) Add (subtract): Gain on amendment of Series B Convertible Preferred Stock — — (32.9 ) Net income (loss) attributable to the non-controlling interests 4.5 0.6 (3.0 ) Loss (income) from discontinued operations, net of tax 242.9 103.8 (113.8 ) Income tax expense (benefit) 23.8 (68.6 ) (41.3 ) Interest expense, net 311.0 336.9 372.3 Depreciation expense 44.6 46.4 46.6 Amortization expense 112.1 109.6 109.1 EBITDA 414.5 232.5 296.2 Adjustments to reconcile to Adjusted EBITDA: Restructuring expense 6.3 23.5 25.0 Amortization of inventory step-up — — 11.7 Acquisition and integration costs 12.1 4.1 25.1 Legal settlement — (10.8 ) — Foreign exchange loss on foreign denominated external and internal long-term debt 6.0 53.4 25.8 Debt refinancing costs 0.5 83.1 19.7 Goodwill impairment — — 46.6 Gain on settlement agreement related to Series B Convertible Preferred Stock — — (103.0 ) Non-cash change in fair value of preferred stock redemption liability — — 5.0 Pension plan settlement — 10.5 1.7 Gain on sale of equity investment (11.3 ) — — Change in fair value of contingent consideration (21.8 ) 3.4 5.1 Other, net 14.4 1.5 9.5 Adjusted EBITDA $ 420.7 $ 401.2 $ 368.4 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) 2018 2017 2016 United States $ 477.4 $ 451.4 $ 457.1 China 367.4 358.6 323.0 Other countries 1,116.2 1,068.6 990.0 Total $ 1,961.0 $ 1,878.6 $ 1,770.1 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) 2018 2017 United States $ 108.2 $ 114.0 China 36.1 41.6 Other countries 122.6 131.8 Total $ 266.9 $ 287.4 Disaggregated Net Sales by Product Category The following table presents the Company's disaggregated external net sales by product category for each of the periods presented: Year Ended December 31, (amounts in millions) 2018 2017 2016 Electronics: Assembly Solutions $ 580.0 $ 561.4 $ 493.8 Circuitry Solutions 406.3 401.1 383.2 Semiconductor Solutions 171.2 160.1 162.2 Electronics total 1,157.5 1,122.6 1,039.2 Industrial & Specialty: Industrial Solutions 560.7 528.0 486.2 Graphics Solutions 159.1 153.4 171.8 Energy Solutions 83.7 74.6 72.9 Industrial & Specialty total 803.5 756.0 730.9 Total $ 1,961.0 $ 1,878.6 $ 1,770.1 Assets by Reportable Segment Total assets by reportable segment at December 31, 2018 and 2017 |
Supplementary Data
Supplementary Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUPPLEMENTARY DATA | SUPPLEMENTARY DATA 2018 ($ amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales from continuing operations $ 492.5 $ 501.6 $ 488.5 $ 478.4 Gross profit from continuing operations 211.1 214.7 209.6 202.2 Net loss from continuing operations (8.9 ) (49.6 ) (4.3 ) (14.2 ) Net income (loss) from discontinued operations (1) 46.9 61.4 (401.6 ) 50.4 Net income (loss) 38.0 11.8 (405.9 ) 36.2 (Loss) earnings per share Basic from continuing operations $ (0.04 ) $ (0.17 ) $ (0.02 ) $ (0.05 ) Basic from discontinued operations 0.17 0.21 (1.40 ) 0.18 Basic attributable to common stockholders $ 0.13 $ 0.04 $ (1.42 ) $ 0.13 Diluted from continuing operations $ (0.04 ) $ (0.17 ) $ (0.02 ) $ (0.05 ) Diluted from discontinued operations 0.17 0.21 (1.4 ) 0.18 Diluted attributable to common stockholders $ 0.13 $ 0.04 $ (1.42 ) $ 0.13 (1) Net income from discontinued operations was impacted by the recognition of an estimated asset impairment loss of $376.0 million in the third quarter of 2018 and an additional $74.0 million in the fourth quarter of 2018, as the carrying value of discontinued operations exceeded the estimated fair value less costs to sell, which primarily reflected the recognition of foreign currency translation adjustments that have been recorded in "Accumulated other comprehensive loss" within Stockholders’ Equity. 2017 ($ amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales from continuing operations $ 447.1 $ 462.3 $ 480.6 $ 488.6 Gross profit from continuing operations 196.8 196.6 208.2 212.2 Net loss from continuing operations (62.2 ) (73.9 ) (36.9 ) (18.8 ) Net income (loss) from discontinued operations (1) 38.6 13.9 (29.4 ) (126.9 ) Net loss (23.6 ) (60.0 ) (66.3 ) (145.7 ) (Loss) earnings per share Basic from continuing operations $ (0.23 ) $ (0.26 ) $ (0.13 ) $ (0.06 ) Basic from discontinued operations 0.14 0.05 (0.11 ) (0.43 ) Basic attributable to common stockholders $ (0.09 ) $ (0.21 ) $ (0.24 ) $ (0.49 ) Diluted from continuing operations $ (0.23 ) $ (0.26 ) $ (0.13 ) $ (0.06 ) Diluted from discontinued operations 0.14 0.05 (0.11 ) (0.43 ) Diluted attributable to common stockholders $ (0.09 ) $ (0.21 ) $ (0.24 ) $ (0.49 ) (1) Net income from discontinued operations was impacted by the recognition of a goodwill impairment charge of $160.0 million |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, 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) Income Deductions from (increases to) reserves and other (1) Balance at end of period Reserves against accounts receivable: 2018 $ (8.2 ) $ (0.9 ) $ 1.4 $ (7.7 ) 2017 (10.9 ) 2.1 0.6 (8.2 ) 2016 (6.1 ) (2.9 ) (1.9 ) (10.9 ) (amounts in millions) Balance at beginning of period (Charges) Income Deductions from (increases to) reserves and other (1) Balance at end of period Valuation allowances against deferred tax assets: 2018 $ (391.7 ) $ (76.1 ) $ (7.4 ) $ (475.2 ) 2017 (383.3 ) (10.9 ) 2.4 (391.7 ) 2016 (303.8 ) (68.4 ) (11.0 ) (383.3 ) (1) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 Element Solutions 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. |
Basis of Presentation | In preparing the Consolidated Financial Statements in conformity with GAAP, management uses 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 net sales and expenses during the reporting period. Management applies judgment based on its understanding and analysis of the relevant circumstances, including historical experience and future expectations. These judgments, by their nature, are subject to an inherent degree of uncertainty. Accordingly, actual results could differ significantly from these estimates and assumptions. |
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 and adjusts its allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due from the contractual terms of the receivables, macroeconomic trends and conditions, significant one-time events such bankruptcy filings or deterioration in the customer’s operating results or financial position, historical experience and the financial condition of its customers. The Company performs ongoing credit evaluations of the financial condition of its third-party distributors and other customers and, in certain circumstances, requires collateral, such as letters of credit and bank guarantees. 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. |
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. 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 |
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 adjustments to the associated goodwill. Acquisition-related expenses and restructuring costs, if any, 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. The Company tests for impairment by comparing the fair value of each reporting unit to its carrying value. The fair value of each reporting unit is based equally on market multiples and 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 and discount 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. 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 and 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 |
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 25 years for customer lists, 5 to 10 years for developed technologies, 5 to 20 years for trade names and up to 5 |
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. Legal fees are expensed as incurred. |
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. 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. Actual results that differ from the assumptions are recorded in "Accumulated other comprehensive loss" within Stockholders’ Equity and amortized over future periods and, therefore, affect expense recognized. |
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 loss" 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 income (expense), net |
Financial Instruments | The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, investments, accounts payable, contingent consideration and debt. The Company believes that the carrying value of the cash and cash equivalents, 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. Prior to 2018, changes in net unrealized gains or losses were included in the stockholders’ equity section of the Consolidated Balance Sheets as "Accumulated other comprehensive loss." |
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 recorded in the Consolidated Statements of Operations as "Other (expense) income." 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." |
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 the stockholders’ equity section of the Consolidated Balance Sheets as "Accumulated other comprehensive loss." Net gains and losses from transactions denominated in currencies other than the functional currency of the entity are included in the Consolidated Statements of Operations as "Foreign exchange loss." |
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, and the Company's performance obligations have been fulfilled and collectability is probable. Estimates for sales rebates, incentives and discounts, as well as sales returns and allowances, are accounted for as reductions of revenue when the earnings process is complete. Sales rebates, incentives and discounts are typically earned by customers based on annual sales volume targets. The Company records an estimate for these accruals based on contract terms and its historical experience with similar programs. An estimate for future expected sales returns is recorded based on historical experience with product returns; however, changes to these estimates may be required if the historical data used in the calculation differs from actual experience. Differences between estimated expense and actual costs are typically immaterial and are recognized in earnings in the period such differences are determined. Variable consideration for volume discounts, rebates and returns are recorded as contract liabilities and settled with the customer in accordance with the terms of the applicable contract, typically when program requirements are achieved by the customer. Most performance obligations relate to contracts with a duration of less than one year, in which the Company has the right to invoice the customer at the time the performance obligation is satisfied for the amount of revenue recognized at that time. Accordingly, the Company has elected the practical expedient available under ASC Topic 606, Revenue from Contracts with Customers |
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 basis 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.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 is recorded in the Consolidated Statements of Operations as "Selling, technical, general and administrative" expense 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 Element Solutions' 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. 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 awards with performance conditions are only recognized if and when it becomes probable that the performance conditions 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 methods, 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. |
Accounting Pronouncements | Recently Adopted Accounting Pronouncements Revenue from Contracts with Customers (Topic 606) - In May 2014, the FASB issued ASU No. 2014-09, " Revenue from Contracts with Customers, " as a new FASB 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 new guidance did not have a material impact on the Company's financial statements since the timing and pattern of revenue recognition predominantly continued to be recognized as the Company’s performance obligation to ship or deliver its products was completed and the transfer of control passes to the customer in accordance with the new standard. The Company adopted the new guidance effective January 1, 2018 using the modified retrospective method. See Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for additional information. 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 was issued to reduce diversity in practice with respect to how certain cash receipts and cash payments are classified and presented in the statement of cash flows. The Company adopted the new guidance effective January 1, 2018 and retrospectively reclassified $8.8 million and $8.4 million of cash payments for debt prepayments and debt extinguishment costs from "Cash flows from operating activities" to "Cash flows from financing activities" in the Consolidated Statement of Cash Flows for the years ended December 31, 2017 and 2016, respectively. Recently Issued Accounting Pronouncements Not Yet Adopted 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 to 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 two permitted adoption methods under this ASU are the modified retrospective approach, which requires application of the guidance in all comparative periods presented, and the cumulative-effect-adjustment approach, which allows for application at the adoption date without restating prior periods. The Company has substantially completed the implementation of its new software system and corresponding controls for administering its leases and facilitating compliance with the ASU. Upon adoption, the Company is expected to recognize right of use (ROU) assets and lease liabilities of less than $100 million to reflect the present value of remaining lease payments under existing lease arrangements. While the recognition of these ROU assets and lease liabilities will impact the Company's consolidated balance sheet, it is not expected to have a material impact on its consolidated statement of operations or cash flows. Derivatives and Hedging (Topic 815) - In August 2017, the FASB issued ASU No. 2017-12, “ Targeted Improvements to Accounting for Hedging Activities.” |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Property Plant And Equipment Useful Life | Estimated useful lives by asset class are as follows: Average useful life (in years) Buildings and building improvements 5 to 20 Machinery, equipment and fixtures 3 to 15 Computer hardware and software 3 to 7 Furniture and automobiles 3 to 7 Leasehold improvements Lesser of useful life or lease term December 31, ($ amounts in millions) 2018 2017 Land and leasehold improvements $ 67.8 $ 68.9 Buildings and improvements 101.0 94.6 Machinery, equipment, fixtures and software 207.3 195.6 Construction in process 14.9 18.1 Total property, plant and equipment 391.0 377.2 Accumulated depreciation (124.1 ) (89.8 ) Property, plant and equipment, net $ 266.9 $ 287.4 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | The following table details the components comprising Net (loss) income from the Company's discontinued operations attributable to common stockholders: Year Ended December 31, (amounts in millions) 2018 2017 2016 Net sales $ 1,991.8 $ 1,897.3 1,815.8 Cost of sales (1,190.3 ) (1,122.1 ) (1,085.4 ) Selling, technical, general and administrative (466.4 ) (531.4 ) (524.7 ) Research and development (52.4 ) (52.0 ) (39.4 ) Goodwill impairment (1) — (160.0 ) — Impairment loss (450.0 ) — — Operating (loss) profit (167.3 ) 31.8 166.3 Other income (expense) items 11.5 (60.4 ) 17.4 (Loss) income from discontinued operations, before income taxes (155.8 ) (28.6 ) 183.7 Income tax expense (87.1 ) (75.2 ) (69.9 ) (Loss) income from discontinued operations, net of tax (242.9 ) (103.8 ) 113.8 Net (income) loss from discontinued operations attributable to the non-controlling interests (3.0 ) 1.7 (2.6 ) Net (loss) income from discontinued operations attributable to common stockholders $ (245.9 ) $ (102.1 ) $ 111.2 (1) In 2017, the Company recorded an impairment charge in the former Agricultural Solutions segment of $160 million related to its Agro Business reporting unit. This charge was driven by the impact of a delayed agricultural market recovery, which resulted in lower expectations for future profitability and cash flows as compared to the expectations of the 2016 annual goodwill impairment test. The following table details supplemental cash flow disclosure information related to Company's discontinued operations: Year Ended December 31, (amounts in millions) 2018 2017 2016 Cash paid for interest $ 5.4 $ 7.1 $ 11.3 Cash paid for income taxes $ 69.5 $ 71.1 $ 58.6 The carrying value of major classes of assets and liabilities related to the Company's discontinued operations at December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Assets Cash and cash equivalents $ 177.8 $ 219.4 Accounts receivable, net 919.4 740.5 Inventories 369.1 304.0 Other current assets 155.0 168.2 Current assets of discontinued operations $ 1,621.3 $ 1,432.1 Property, plant and equipment, net $ 172.0 $ 164.9 Goodwill 1,816.9 1,948.5 Intangible assets, net 1,797.7 1,976.5 Other assets (1) (374.2 ) 78.7 Non-current assets of discontinued operations $ 3,412.4 $ 4,168.6 Liabilities Accounts payable $ 365.7 $ 350.6 Current installments of revolving credit facilities 52.5 28.8 Accrued expenses and other current liabilities 408.6 385.5 Current liabilities of discontinued operations $ 826.8 $ 764.9 Deferred income taxes $ 369.9 $ 409.6 Other liabilities 46.3 63.0 Non-current liabilities of discontinued operations $ 416.2 $ 472.6 (1) Includes an estimated impairment loss of $450.0 million |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The major components of inventory, on a net basis, were as follows: December 31, ($ amounts in millions) 2018 2017 Finished goods $ 109.4 $ 107.6 Work in process 15.3 14.5 Raw materials and supplies 63.4 64.3 Total inventories $ 188.1 $ 186.4 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 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 December 31, ($ amounts in millions) 2018 2017 Land and leasehold improvements $ 67.8 $ 68.9 Buildings and improvements 101.0 94.6 Machinery, equipment, fixtures and software 207.3 195.6 Construction in process 14.9 18.1 Total property, plant and equipment 391.0 377.2 Accumulated depreciation (124.1 ) (89.8 ) Property, plant and equipment, net $ 266.9 $ 287.4 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) Electronics Industrial & Specialty Total Balance, December 31, 2016 Goodwill, gross $ 1,188.0 $ 991.0 $ 2,179.0 Accumulated impairment losses (1) — (46.6 ) (46.6 ) 1,188.0 944.4 2,132.4 Foreign currency translation and other 73.9 46.3 120.2 Balance, December 31, 2017 Goodwill, gross 1,261.9 1,037.3 2,299.2 Accumulated impairment losses — (46.6 ) (46.6 ) 1,261.9 990.7 2,252.6 Addition from acquisitions (2) 11.1 — 11.1 Foreign currency translation and other (46.3 ) (34.8 ) (81.1 ) Balance, December 31, 2018 Goodwill, gross 1,226.7 1,002.5 2,229.2 Accumulated impairment losses — (46.6 ) (46.6 ) $ 1,226.7 $ 955.9 $ 2,182.6 (1) During 2016, a goodwill impairment charge totaling $46.6 million was recorded related to Industrial & Specialty's Energy Solutions reporting unit, resulting from weak oil prices. The Company experienced the impact on its results, which slightly lagged the overall industry, as this ultimately caused the industry to depress its overall investments. The fair value was determined using an income approach derived from a discounted cash flow model. (2) |
Schedule of Finite-Lived Intangible Assets | Intangible assets subject to amortization were as follows: December 31, 2018 December 31, 2017 ($ amounts in millions) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Customer lists $ 927.8 $ (283.2 ) $ 644.6 $ 952.0 $ (222.5 ) $ 729.5 Developed technology 381.3 (155.6 ) 225.7 393.0 (119.9 ) 273.1 Trade names 5.9 (1.6 ) 4.3 6.1 (1.1 ) 5.0 Non-compete agreement 1.5 (1.3 ) 0.2 1.7 (1.1 ) 0.6 Total $ 1,316.5 $ (441.7 ) $ 874.8 $ 1,352.8 $ (344.6 ) $ 1,008.2 |
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 2019 $ 110.0 2020 108.9 2021 102.2 2022 89.2 2023 87.0 |
Long-term Compensation Plans (T
Long-term Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Expense | For 2018 , 2017 and 2016 , compensation expense associated with the Company's long-term compensation plans was as follows: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Equity classified RSUs $ 13.9 $ 8.3 $ 5.4 Liability classified RSUs 0.7 0.6 0.4 Stock options 0.8 0.7 0.4 Compensation expense from continuing operations 15.4 9.6 6.2 Compensation expense from discontinued operations 3.9 2.2 1.1 Total $ 19.3 $ 11.8 $ 7.3 Unrecognized compensation expense for awards expected to vest Continuing operations 14.7 Discontinued operations 3.6 Weighted average remaining vesting period (months) 13 |
Restricted Stock Unit Award Activity in Payment Awards | At December 31, 2018 , a total of 1,484,776 shares of common stock had been issued, and 3,890,643 RSUs and stock options were outstanding under the 2013 Plan. Total RSUs Stock Options (1) Equity Classified Liability Classified Outstanding at December 31, 2017 3,675,726 2,623,851 319,678 732,197 Granted 1,581,444 1,581,444 — — Exercised/Issued (988,573 ) (968,148 ) — (20,425 ) Cancelled (198,313 ) (23,313 ) — (175,000 ) Forfeited (179,641 ) (179,641 ) — — Outstanding at December 31, 2018 3,890,643 3,034,193 319,678 536,772 (1) Beginning balance includes 175,000 |
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) 2018 1,581,444 $ 10.35 26 2017 1,117,719 $ 16.08 31 2016 1,754,868 $ 10.85 34 |
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 for the years ended December 31, 2017 and 2016, as there were no RSUs containing market vesting conditions granted in 2018: 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 |
Schedule of RSUs Outstanding | At December 31, 2018 , the following equity classified RSUs were outstanding: December 31, 2018 Vesting Conditions: Outstanding Weighted average remaining vesting period (months) Potential additional awards Service-based 1,002,085 6 — Performance-based 1,482,846 18 1,351,323 Market-based 549,262 10 1,121,093 Total 3,034,193 13 2,472,416 |
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 for the years ended December 31, 2017 and 2016, as there were no stock options granted in 2018: 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) |
Pension, Post-Retirement and _2
Pension, Post-Retirement and Post-Employment Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Service cost $ — $ 1.2 $ — $ 1.6 $ — $ 1.4 Interest cost on the projected benefit obligation 8.1 0.3 8.8 1.4 10.1 2.3 Expected return on plan assets (10.4 ) (0.1 ) (10.1 ) (1.3 ) (11.6 ) (2.0 ) Amortization of prior service cost — — — 0.1 — 0.6 Amortization of actuarial net loss — — — 0.1 — 0.2 Plan curtailment 0.1 — — 0.3 — (0.1 ) Plan settlement 0.2 0.1 — 10.1 1.7 0.1 Net periodic (benefit) cost $ (2.0 ) $ 1.5 $ (1.3 ) $ 12.3 $ 0.2 $ 2.5 Post-retirement Medical Benefits Service cost $ — $ 0.1 $ — $ — $ — $ — Interest cost on the projected benefit obligation 0.4 0.1 0.4 0.1 0.4 — Net periodic cost $ 0.4 $ 0.2 $ 0.4 $ 0.1 $ 0.4 $ — |
Schedule of Assumptions Used | Weighted average key assumptions used to determine the benefit obligations in the actuarial valuations of the pension and post-retirement benefit liabilities are as follows: Pension and SERP Benefits Post-retirement Medical Benefits 2018 2017 2018 2017 Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Discount rate 4.3% 1.5% 3.7% 1.3% 4.3% 9.2% 3.7% 9.9% Rate of compensation increase 3.5% 3.4% 3.5% 3.3% 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. Year Ended December 31, 2018 2017 2016 Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Discount rate 3.7% 1.4% 4.2% 1.6% 4.6% 2.3% Rate of compensation increase 3.5% 3.4% 3.5% 3.2% 3.5% 3.2% Long-term rate of return on assets 5.4% 1.8% 5.9% 1.7% 6.5% 2.5% Post-retirement Medical Benefits Discount rate 3.7% 9.9% 4.2% 12.2% 4.4% 14.0% |
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 2018 2017 2018 2017 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Change in Projected Benefit Obligation: Beginning of period balance $ 226.2 $ 23.0 $ 213.5 $ 92.0 $ 9.7 $ 0.9 $ 9.6 $ 0.6 Additions — 2.0 — 0.6 — — — — Service cost — 1.2 — 1.6 — 0.1 — — Interest cost 8.1 0.3 8.8 1.4 0.4 0.1 0.4 0.1 Actuarial (gain) loss due to assumption change (15.4 ) (0.5 ) — (1.6 ) (1.1 ) 0.1 — 0.1 Actuarial loss (gain) due to plan experience (1.7 ) 0.2 13.8 0.7 0.5 0.3 0.2 0.1 Benefits and expenses paid (10.3 ) (0.9 ) (9.9 ) (5.7 ) (0.5 ) — (0.5 ) — Settlement (0.7 ) (1.1 ) — (71.7 ) — — — — Foreign currency translation — (0.9 ) — 5.7 — (0.2 ) — — End of period balance $ 206.2 $ 23.3 $ 226.2 $ 23.0 $ 9.0 $ 1.3 $ 9.7 $ 0.9 Change in Plan Assets: Beginning of period balance $ 199.6 $ 7.7 $ 176.6 $ 79.9 $ — $ — $ — $ — Additions — — — 0.5 — — — — Actual return on plan assets, net of expenses (5.1 ) 0.2 29.8 — — — — — Employer contributions 1.2 (1.7 ) 3.1 0.7 0.5 — 0.5 — Benefits paid (10.3 ) (0.9 ) (9.9 ) (5.7 ) (0.5 ) — (0.5 ) — Settlement (0.7 ) (0.8 ) — (71.7 ) — — — — Foreign currency translation — (0.2 ) — 4.0 — — — — End of period balance $ 184.7 $ 4.3 $ 199.6 $ 7.7 $ — $ — $ — $ — Funded Status Funded status of plan $ (21.5 ) $ (19.0 ) $ (26.6 ) $ (15.3 ) $ (9.0 ) $ (1.3 ) $ (9.7 ) $ (0.9 ) Supplemental Information: Accumulated benefit obligation $ 196.8 $ 20.1 $ 214.9 $ 19.5 $ 9.0 $ 1.3 $ 9.7 $ 0.9 Plans with Accumulated Benefit Obligation in excess of Plan Assets: Accumulated benefit obligation $ 196.8 $ 20.0 $ 214.9 $ 19.5 $ — $ — $ 9.7 $ 0.9 Fair value plan assets $ 184.7 $ 4.1 $ 199.6 $ 4.1 $ — $ — $ — $ — Plans with Projected Benefit Obligation in excess of Plan Assets: Projected benefit obligation $ 206.2 $ 23.1 $ 226.2 $ 23.0 $ — $ — $ 9.7 $ 0.9 Fair value plan assets $ 184.7 $ 4.1 $ 199.6 $ 4.1 $ — $ — $ — $ — |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in the Consolidated Balance Sheets and "Accumulated other comprehensive loss" consist of the following: Pension and SERP Benefits Post-retirement Medical Benefits 2018 2017 2018 2017 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Balance Sheet Other assets $ — $ — $ — $ 3.6 $ — $ — $ — $ — Accrued expenses and other current liabilities 0.5 1.0 1.1 0.7 0.7 — 0.6 — Pension and post-retirement benefits 21.0 18.0 25.5 18.2 8.3 1.3 9.1 0.9 Accumulated Other Comprehensive Loss Net actuarial loss $ (5.1 ) $ (1.8 ) $ (7.0 ) $ (2.4 ) $ (0.3 ) $ (0.8 ) $ (0.8 ) $ (0.4 ) Prior service costs — — (0.1 ) — 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 loss" consist of the following: Pension and SERP Benefits Post-retirement Medical Benefits 2018 2017 2018 2017 ($ amounts in millions) Domestic Foreign Domestic Foreign Domestic Foreign Domestic Foreign Balance Sheet Other assets $ — $ — $ — $ 3.6 $ — $ — $ — $ — Accrued expenses and other current liabilities 0.5 1.0 1.1 0.7 0.7 — 0.6 — Pension and post-retirement benefits 21.0 18.0 25.5 18.2 8.3 1.3 9.1 0.9 Accumulated Other Comprehensive Loss Net actuarial loss $ (5.1 ) $ (1.8 ) $ (7.0 ) $ (2.4 ) $ (0.3 ) $ (0.8 ) $ (0.8 ) $ (0.4 ) Prior service costs — — (0.1 ) — 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 2018 2017 Asset Category Domestic equities Level 1 $ 22.0 $ 31.8 Foreign equities Level 1 3.9 18.3 Mutual funds holding domestic securities Level 1 — 4.0 U.S. Treasury bonds Level 2 21.5 14.6 Mutual funds holding U.S. Treasury Securities Level 1 19.0 9.2 Mutual funds holding fixed income securities Level 1 96.3 74.6 Cash and cash equivalents Level 1 6.2 10.1 Sub-Total 168.9 162.6 Assets using net asset value (or NAV) as a practical expedient 20.1 44.7 Total $ 189.0 $ 207.3 |
Schedule of Expected Benefit Payments | At December 31, 2018 , 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 2019 $ 12.1 $ 1.7 $ 0.6 $ 14.4 2020 12.2 1.4 0.6 14.2 2021 12.1 1.6 0.6 14.3 2022 12.6 1.4 0.6 14.6 2023 12.7 1.8 0.6 15.1 Subsequent five years 64.3 7.6 3.0 74.9 Total $ 126.0 $ 15.5 $ 6.0 $ 147.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax | (Loss) income before income taxes and non-controlling interests from continuing operations was as follows: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Domestic $ (214.7 ) $ (362.3 ) $ (260.3 ) Foreign 161.5 101.9 28.5 Total $ (53.2 ) $ (260.4 ) $ (231.8 ) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) from continuing operations consisted of the following: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Current: U.S.: Federal $ 14.9 $ (1.2 ) $ 0.1 State and local 0.4 1.0 0.4 Foreign 63.2 65.7 0.6 Total current 78.5 65.5 1.1 Deferred: U.S.: Federal (35.1 ) (78.4 ) (27.8 ) State and local (4.3 ) (2.1 ) (2.2 ) Foreign (15.3 ) (53.6 ) (12.4 ) Total deferred (54.7 ) (134.1 ) (42.4 ) Income tax expense (benefit) $ 23.8 $ (68.6 ) $ (41.3 ) |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) from continuing operations 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) 2018 2017 2016 U.S. federal statutory tax rate 21.0 % 35.0 % 35.0 % Taxes computed at U.S. statutory rate $ (11.2 ) $ (91.1 ) $ (81.1 ) Impact of TCJA (41.8 ) (46.3 ) — Net change in reserve (4.9 ) (10.6 ) (27.4 ) State income taxes, net of federal benefit (3.1 ) 1.7 (0.1 ) U.S. tax on foreign operations 31.2 35.0 17.7 Change in valuation allowances 27.5 43.3 53.1 Foreign tax on foreign operations 11.4 8.3 16.1 Change of tax rate 8.3 (19.4 ) 11.8 Provision for tax on undistributed foreign earnings 7.0 1.5 11.4 Impact of transaction costs — — (24.5 ) Settlement of Series B Convertible Preferred Stock — — (34.3 ) Goodwill impairment — — 6.2 Other, net (0.6 ) 9.0 9.8 Income tax expense (benefit) $ 23.8 $ (68.6 ) $ (41.3 ) Effective tax rate (44.7 )% 26.3 % 17.8 % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred income taxes at December 31, 2018 and 2017 were as follows: December 31, ($ amounts in millions) 2018 2017 Deferred tax assets: Net operating losses $ 224.5 $ 323.0 Arysta outside basis differences 274.2 — Employee benefits 38.6 40.3 Tax credits 38.5 62.0 Financing activities 29.1 24.3 Accrued liabilities 26.4 25.9 Interest carryforward 17.3 44.4 Accounts receivable 16.0 19.1 Research and development costs 11.8 10.3 Goodwill 10.3 19.5 Inventory 4.7 4.6 Other 10.2 20.7 Total deferred tax assets 701.6 594.1 Valuation allowance (475.2 ) (391.7 ) Total deferred tax assets 226.4 202.4 Deferred tax liabilities: Intangibles 631.2 710.4 Plant and equipment 31.8 24.8 Undistributed foreign earnings 29.5 21.9 Other 0.4 0.4 Total deferred tax liabilities 692.9 757.5 Net deferred tax liability $ 466.5 $ 555.1 |
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) 2018 2017 2016 Unrecognized tax benefits at beginning of period $ 90.3 $ 128.3 $ 112.2 Additions based upon prior year tax positions (including acquired uncertain tax positions) 2.7 4.0 1.7 Additions based on current year tax positions 3.1 6.5 76.2 Reductions for prior period positions (6.9 ) (38.0 ) (51.9 ) Reductions for settlements and payments (4.3 ) (4.2 ) — Reductions due to closed statutes (3.5 ) (6.3 ) (9.9 ) Total unrecognized tax benefits at end of period $ 81.4 $ 90.3 $ 128.3 |
Summary of Income Tax Examinations | At December 31, 2018 , the following tax years remained subject to examination by the major tax jurisdictions indicated below: Major Jurisdictions Open Years Belgium 2015 through current Brazil 2014 through current Canada 2014 through current China 2015 through current France 2015 through current Germany 2013 through current Japan 2013 through current Mexico 2013 through current Netherlands 2012 through current South Africa 2013 through current Taiwan 2013 through current United Kingdom 2008 and 2015 through current United States 2015 through current |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 December 31, 2017 Senior Notes - USD 1.10 billion (1) 2022 6.50% $ 1,067.1 $ 1,086.1 Senior Notes - EUR 350 million (1) 2023 6.00% 397.4 415.1 Senior Notes - USD 800 million (1) 2025 5.875% 784.9 783.2 First Lien Credit Facility - USD Term Loans (2) 2020 > of 3.50% or LIBOR plus 2.50% 624.3 620.4 First Lien Credit Facility - USD Term Loans (2) 2021 > of 4.00% or LIBOR plus 3.00% 1,124.7 1,121.2 First Lien Credit Facility - Euro Term Loans (2) 2020 > of 3.25% or EURIBOR plus 2.50% 666.2 694.3 First Lien Credit Facility - Euro Term Loans (2) 2021 > of 3.50% or EURIBOR plus 2.75% 685.3 716.0 Borrowings under the Revolving Credit Facility LIBOR plus 3.00% 25.0 — Other 1.1 10.9 Total debt and capital lease obligations 5,376.0 5,447.2 Less: current installments of long-term debt and revolving credit facilities 25.3 10.1 Total long-term debt and capital lease obligations $ 5,350.7 $ 5,437.1 (1) Net of unamortized premium, discounts and debt issuance costs of $29.9 million and $35.5 million at December 31, 2018 and 2017 , respectively. Weighted average effective interest rate of 6.5% at December 31, 2018 and 2017 . (2) First Lien Credit Facility term loans net of unamortized discounts and debt issuance costs of $22.4 million and $33.3 million at December 31, 2018 and 2017 , respectively. Weighted average effective interest rate of 4.6% and 4.5% at December 31, 2018 and 2017 , respectively, including the effects of interest rate swaps. See Note 13 |
Schedule of Maturities of Long-term Debt | Minimum future principal payments on long-term debt were as follows: ($ amounts in millions) Long-Term Debt 2019 $ — 2020 1,300.0 2021 (*) 1,822.8 2022 1,078.0 2023 401.4 Thereafter 800.0 Total $ 5,402.2 (*) 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 Credit Agreement, on or prior to November 2, 2021, the maturity date of approximately $1.82 billion |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Fair Value Measurements The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis: December 31, ($ amounts in millions) Balance sheet location Classification 2018 2017 Asset Category Foreign exchange and metals contracts not designated as hedging instruments Other current assets Level 2 $ 0.9 $ 2.0 Interest rate swaps designated as cash flow hedging instruments Other current assets Level 2 6.5 — Interest rate swaps designated as cash flow hedging instruments Other assets Level 2 2.6 3.4 Available for sale equity securities Other assets Level 1 0.3 2.4 Available for sale equity securities Other assets Level 2 — 0.6 Total $ 10.3 $ 8.4 Liability Category Interest rate swaps designated as cash flow hedging instruments Accrued expenses and other liabilities Level 2 $ 0.6 $ 2.8 Foreign exchange and metals contracts not designated as hedging instruments Accrued expenses and other liabilities Level 2 1.2 1.4 Interest rate swaps designated as cash flow hedging instruments Other liabilities Level 2 0.3 0.8 Long-term contingent consideration Contingent consideration Level 3 57.4 79.2 Total $ 59.5 $ 84.2 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in each component of "Accumulated other comprehensive (loss) income," net of tax, during 2018 , 2017 and 2016 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, 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 reclassified — (2.1 ) — — — (2.1 ) Balance at December 31, 2017 (453.6 ) (7.9 ) (1.3 ) — 40.8 (422.0 ) Impact of ASU 2016-01 adoption — — 1.3 — — 1.3 Adjusted balance at January 1, 2018 (453.6 ) (7.9 ) — — 40.8 (420.7 ) Other comprehensive (loss) income before reclassifications, net (378.0 ) 1.8 — 6.0 34.5 (335.7 ) Reclassifications, pretax — — — (0.5 ) — (0.5 ) Tax (benefit) expense reclassified — — — — — — Balance at December 31, 2018 $ (831.6 ) $ (6.1 ) $ — $ 5.5 $ 75.3 $ (756.9 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 , 2017 and 2016 follows: Year Ended December 31, ($ amounts in millions, except per share amounts) 2018 2017 2016 Net loss from continuing operations $ (77.0 ) $ (191.8 ) $ (190.5 ) Net (income) loss attributable to the non-controlling interests (1.5 ) (2.3 ) 5.6 Gain on amendment of Series B Convertible Preferred Stock — — 32.9 Net loss from continuing operations attributable to common stockholders (78.5 ) (194.1 ) (152.0 ) 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 from continuing operations attributable to common stockholders for diluted EPS $ (78.5 ) $ (194.1 ) $ (288.8 ) Basic weighted average common stock outstanding 288.2 286.1 243.3 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 288.2 286.1 272.3 Loss per share from continuing operations attributable to common stockholders: Basic $ (0.27 ) $ (0.68 ) $ (0.62 ) Diluted $ (0.27 ) $ (0.68 ) $ (1.06 ) Dividends per share paid to common stockholders $ — $ — $ — |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For 2018 , 2017 and 2016 , 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 millions) 2018 2017 2016 Shares issuable for the contingent consideration 7.8 7.4 8.6 Shares issuable upon conversion of PDH Common Stock 4.1 6.0 — Shares issuable upon conversion of Series A Preferred Stock 2.0 2.0 2.0 Shares issuable upon vesting of RSUs 1.6 0.8 0.1 Shares issuable upon vesting and exercise of stock options 0.1 0.1 — Total shares excluded 15.6 16.3 10.7 |
Operating Lease Commitments (Ta
Operating Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2019 $ 19.2 2020 15.5 2021 11.9 2022 9.7 2023 7.7 Thereafter 27.9 Total $ 91.9 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 2016 Cost of sales $ 0.1 $ 1.6 $ 1.3 Selling, technical, general and administrative 6.2 21.9 23.7 Total $ 6.3 $ 23.5 $ 25.0 Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Electronics $ 4.9 $ 17.3 $ 13.7 Industrial & Specialty 1.4 6.2 11.3 Total $ 6.3 $ 23.5 $ 25.0 |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | " Other income (expense), net ," as reported in the Consolidated Statements of Operations, consisted of the following: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Loss on debt extinguishment $ (0.4 ) $ (72.3 ) $ (11.3 ) Gain (loss) on derivative contracts 0.4 (1.8 ) (4.9 ) Gain on sale of equity investment 11.3 — — Gain on legal settlement — 10.8 — 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 ) Other income (expense), net 3.5 (6.7 ) 3.8 Total $ 14.8 $ (70.0 ) $ 85.6 |
Accrued Expenses And Other Cu_2
Accrued Expenses And Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 Accrued salaries, wages and employee benefits $ 55.2 $ 61.1 Accrued interest 43.5 46.4 Accrued income taxes payable 29.6 48.0 Other current liabilities 61.2 50.0 Total $ 189.5 $ 205.5 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 2016 Net Sales: Electronics $ 1,157.5 $ 1,122.6 $ 1,039.2 Industrial & Specialty 803.5 756.0 730.9 Total $ 1,961.0 $ 1,878.6 $ 1,770.1 Adjusted EBITDA: Electronics $ 248.2 $ 233.1 $ 212.3 Industrial & Specialty 172.5 168.1 156.1 Total $ 420.7 $ 401.2 $ 368.4 The following table reconciles " Net loss attributable to common stockholders " to Adjusted EBITDA: Year Ended December 31, ($ amounts in millions) 2018 2017 2016 Net loss attributable to common stockholders $ (324.4 ) $ (296.2 ) $ (40.8 ) Add (subtract): Gain on amendment of Series B Convertible Preferred Stock — — (32.9 ) Net income (loss) attributable to the non-controlling interests 4.5 0.6 (3.0 ) Loss (income) from discontinued operations, net of tax 242.9 103.8 (113.8 ) Income tax expense (benefit) 23.8 (68.6 ) (41.3 ) Interest expense, net 311.0 336.9 372.3 Depreciation expense 44.6 46.4 46.6 Amortization expense 112.1 109.6 109.1 EBITDA 414.5 232.5 296.2 Adjustments to reconcile to Adjusted EBITDA: Restructuring expense 6.3 23.5 25.0 Amortization of inventory step-up — — 11.7 Acquisition and integration costs 12.1 4.1 25.1 Legal settlement — (10.8 ) — Foreign exchange loss on foreign denominated external and internal long-term debt 6.0 53.4 25.8 Debt refinancing costs 0.5 83.1 19.7 Goodwill impairment — — 46.6 Gain on settlement agreement related to Series B Convertible Preferred Stock — — (103.0 ) Non-cash change in fair value of preferred stock redemption liability — — 5.0 Pension plan settlement — 10.5 1.7 Gain on sale of equity investment (11.3 ) — — Change in fair value of contingent consideration (21.8 ) 3.4 5.1 Other, net 14.4 1.5 9.5 Adjusted EBITDA $ 420.7 $ 401.2 $ 368.4 |
Revenue from External Customers by Geographic Areas | Year Ended December 31, (amounts in millions) 2018 2017 2016 United States $ 477.4 $ 451.4 $ 457.1 China 367.4 358.6 323.0 Other countries 1,116.2 1,068.6 990.0 Total $ 1,961.0 $ 1,878.6 $ 1,770.1 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | December 31, (amounts in millions) 2018 2017 United States $ 108.2 $ 114.0 China 36.1 41.6 Other countries 122.6 131.8 Total $ 266.9 $ 287.4 |
Reconciliation of Revenue from Segments to Consolidated | The following table presents the Company's disaggregated external net sales by product category for each of the periods presented: Year Ended December 31, (amounts in millions) 2018 2017 2016 Electronics: Assembly Solutions $ 580.0 $ 561.4 $ 493.8 Circuitry Solutions 406.3 401.1 383.2 Semiconductor Solutions 171.2 160.1 162.2 Electronics total 1,157.5 1,122.6 1,039.2 Industrial & Specialty: Industrial Solutions 560.7 528.0 486.2 Graphics Solutions 159.1 153.4 171.8 Energy Solutions 83.7 74.6 72.9 Industrial & Specialty total 803.5 756.0 730.9 Total $ 1,961.0 $ 1,878.6 $ 1,770.1 |
Supplementary Data (Tables)
Supplementary Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 2018 ($ amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales from continuing operations $ 492.5 $ 501.6 $ 488.5 $ 478.4 Gross profit from continuing operations 211.1 214.7 209.6 202.2 Net loss from continuing operations (8.9 ) (49.6 ) (4.3 ) (14.2 ) Net income (loss) from discontinued operations (1) 46.9 61.4 (401.6 ) 50.4 Net income (loss) 38.0 11.8 (405.9 ) 36.2 (Loss) earnings per share Basic from continuing operations $ (0.04 ) $ (0.17 ) $ (0.02 ) $ (0.05 ) Basic from discontinued operations 0.17 0.21 (1.40 ) 0.18 Basic attributable to common stockholders $ 0.13 $ 0.04 $ (1.42 ) $ 0.13 Diluted from continuing operations $ (0.04 ) $ (0.17 ) $ (0.02 ) $ (0.05 ) Diluted from discontinued operations 0.17 0.21 (1.4 ) 0.18 Diluted attributable to common stockholders $ 0.13 $ 0.04 $ (1.42 ) $ 0.13 (1) Net income from discontinued operations was impacted by the recognition of an estimated asset impairment loss of $376.0 million in the third quarter of 2018 and an additional $74.0 million in the fourth quarter of 2018, as the carrying value of discontinued operations exceeded the estimated fair value less costs to sell, which primarily reflected the recognition of foreign currency translation adjustments that have been recorded in "Accumulated other comprehensive loss" within Stockholders’ Equity. 2017 ($ amounts in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Selected Quarterly Financial Data (Unaudited) Net sales from continuing operations $ 447.1 $ 462.3 $ 480.6 $ 488.6 Gross profit from continuing operations 196.8 196.6 208.2 212.2 Net loss from continuing operations (62.2 ) (73.9 ) (36.9 ) (18.8 ) Net income (loss) from discontinued operations (1) 38.6 13.9 (29.4 ) (126.9 ) Net loss (23.6 ) (60.0 ) (66.3 ) (145.7 ) (Loss) earnings per share Basic from continuing operations $ (0.23 ) $ (0.26 ) $ (0.13 ) $ (0.06 ) Basic from discontinued operations 0.14 0.05 (0.11 ) (0.43 ) Basic attributable to common stockholders $ (0.09 ) $ (0.21 ) $ (0.24 ) $ (0.49 ) Diluted from continuing operations $ (0.23 ) $ (0.26 ) $ (0.13 ) $ (0.06 ) Diluted from discontinued operations 0.14 0.05 (0.11 ) (0.43 ) Diluted attributable to common stockholders $ (0.09 ) $ (0.21 ) $ (0.24 ) $ (0.49 ) |
Background and Basis of Prese_2
Background and Basis of Presentation (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2018segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 31, 2019USD ($) | 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 | |||||
Senior Notes | USD Senior Notes Due 2025 | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Stated interest rate | 5.875% | |||||
Continuing Operations | Income Taxes | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Quantifying misstatement | $ (6.6) | $ 6.6 | ||||
Discontinued Operations | Foreign Subsidiary Tax Accounting | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Quantifying misstatement | 9.3 | $ 9.5 | ||||
Discontinued Operations | Income Taxes | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Quantifying misstatement | $ (2.7) | 2.7 | ||||
Discontinued Operations | Incorrect Allocation of Expenses to Non-controlling Interest | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Quantifying misstatement | $ 6.1 | |||||
Subsequent Event | Senior Notes | USD Senior Notes Due 2025 | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Stated interest rate | 5.875% | |||||
Subsequent Event | Agricultural Solutions Business | Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Percent of issued and outstanding common stock | 100.00% | |||||
Disposal group consideration | $ 4,200 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 Accoun_5
Summary of Significant Accounting Policies - Finite-Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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) | 25 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) | 10 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 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | |
Accounting Standards Update 2016-15 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reclassification from operating activities | $ 8.8 | $ 8.4 | |
Reclassification to financing activities | $ 8.8 | $ 8.4 | |
Subsequent Event | Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use lease assets | $ 100 | ||
Operating lease liability | $ 100 |
Acquisitions (Details)
Acquisitions (Details) - OMG Malaysia - USD ($) $ in Millions | Jan. 31, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Total consideration | $ 124 | |
Note receivable settlement | $ 125 | |
Net Sales | $ 30.9 | |
Net Income (Loss) | $ 3.2 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Agricultural Solutions Business - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 31, 2019 | Jul. 20, 2018 | |
Held-for-sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percent of issued and outstanding common stock | 100.00% | |||||||
Impairment loss | $ (74) | $ (376) | $ (160) | $ (450) | $ 0 | $ 0 | ||
Operating (loss) profit | $ (167.3) | $ 31.8 | $ 166.3 | |||||
Subsequent Event | Disposed of by Sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percent of issued and outstanding common stock | 100.00% | |||||||
Consideration receivable | $ 4,200 |
Discontinued Operations - Compo
Discontinued Operations - Components Comprising Net Income (Loss) from Discontinued Operations, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
(Loss) income from discontinued operations, net of tax | $ 50.4 | $ (401.6) | $ 61.4 | $ 46.9 | $ (126.9) | $ (29.4) | $ 13.9 | $ 38.6 | $ (242.9) | $ (103.8) | $ 113.8 |
Agricultural Solutions Business | Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net sales | 1,991.8 | 1,897.3 | 1,815.8 | ||||||||
Cost of sales | (1,190.3) | (1,122.1) | (1,085.4) | ||||||||
Selling, technical, general and administrative | (466.4) | (531.4) | (524.7) | ||||||||
Research and development | (52.4) | (52) | (39.4) | ||||||||
Goodwill impairment | 0 | (160) | 0 | ||||||||
Impairment loss | $ (74) | $ (376) | $ (160) | (450) | 0 | 0 | |||||
Operating (loss) profit | (167.3) | 31.8 | 166.3 | ||||||||
Other income (expense) items | 11.5 | (60.4) | 17.4 | ||||||||
(Loss) income from discontinued operations, before income taxes | (155.8) | (28.6) | 183.7 | ||||||||
Income tax expense | (87.1) | (75.2) | (69.9) | ||||||||
(Loss) income from discontinued operations, net of tax | (242.9) | (103.8) | 113.8 | ||||||||
Net income from discontinued operations attributable to the non-controlling interests | (3) | 1.7 | (2.6) | ||||||||
Net (loss) income from discontinued operations attributable to common stockholders | $ (245.9) | (102.1) | $ 111.2 | ||||||||
Agricultural Solutions Business | Held-for-sale | Agro Business | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Impairment loss | $ (160) |
Discontinued Operations - Suppl
Discontinued Operations - Supplemental Cash Flow Disclosure Information (Details) - Agricultural Solutions Business - Held-for-sale - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash paid for interest | $ 5.4 | $ 7.1 | $ 11.3 |
Cash paid for income taxes | $ 69.5 | $ 71.1 | $ 58.6 |
Discontinued Operations - Carry
Discontinued Operations - Carrying Value of Major Classes of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Assets | ||||||
Current assets of discontinued operations | $ 1,621.3 | $ 1,432.1 | $ 1,621.3 | $ 1,432.1 | ||
Non-current assets of discontinued operations | 3,412.4 | 4,168.6 | 3,412.4 | 4,168.6 | ||
Liabilities | ||||||
Current liabilities of discontinued operations | 826.8 | 764.9 | 826.8 | 764.9 | ||
Deferred income taxes | 450 | 487 | 450 | 487 | ||
Non-current liabilities of discontinued operations | 416.2 | 472.6 | 416.2 | 472.6 | ||
Agricultural Solutions Business | Held-for-sale | ||||||
Assets | ||||||
Cash and cash equivalents | 177.8 | 219.4 | 177.8 | 219.4 | ||
Accounts receivable, net | 919.4 | 740.5 | 919.4 | 740.5 | ||
Inventories | 369.1 | 304 | 369.1 | 304 | ||
Other current assets | 155 | 168.2 | 155 | 168.2 | ||
Current assets of discontinued operations | 1,621.3 | 1,432.1 | 1,621.3 | 1,432.1 | ||
Property, plant and equipment, net | 172 | 164.9 | 172 | 164.9 | ||
Goodwill | 1,816.9 | 1,948.5 | 1,816.9 | 1,948.5 | ||
Intangible assets, net | 1,797.7 | 1,976.5 | 1,797.7 | 1,976.5 | ||
Other assets | (374.2) | 78.7 | (374.2) | 78.7 | ||
Non-current assets of discontinued operations | 3,412.4 | 4,168.6 | 3,412.4 | 4,168.6 | ||
Liabilities | ||||||
Accounts payable | 365.7 | 350.6 | 365.7 | 350.6 | ||
Current installments of revolving credit facilities | 52.5 | 28.8 | 52.5 | 28.8 | ||
Accrued expenses and other current liabilities | 408.6 | 385.5 | 408.6 | 385.5 | ||
Current liabilities of discontinued operations | 826.8 | 764.9 | 826.8 | 764.9 | ||
Deferred income taxes | 369.9 | 409.6 | 369.9 | 409.6 | ||
Other liabilities | 46.3 | 63 | 46.3 | 63 | ||
Non-current liabilities of discontinued operations | 416.2 | 472.6 | 416.2 | 472.6 | ||
Estimated impairment loss | $ 74 | $ 376 | $ 160 | $ 450 | $ 0 | $ 0 |
Inventories - Schedule of Major
Inventories - Schedule of Major Components of Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 109.4 | $ 107.6 |
Work in process | 15.3 | 14.5 |
Raw materials and supplies | 63.4 | 64.3 |
Total inventories | $ 188.1 | $ 186.4 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 391 | $ 377.2 | |
Accumulated depreciation | (124.1) | (89.8) | |
Property, plant and equipment, net | 266.9 | 287.4 | |
Depreciation | 44.6 | 46.4 | $ 46.6 |
Land and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 67.8 | 68.9 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 101 | 94.6 | |
Machinery, equipment, fixtures and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 207.3 | 195.6 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 14.9 | $ 18.1 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||
Goodwill, gross | $ 2,229,200,000 | $ 2,299,200,000 | $ 2,179,000,000 |
Accumulated impairment losses | (46,600,000) | (46,600,000) | (46,600,000) |
Goodwill [Roll Forward] | |||
Goodwill Balance | 2,252,600,000 | 2,132,400,000 | |
Addition from acquisitions | 11,100,000 | ||
Foreign currency translation and other | (81,100,000) | 120,200,000 | |
Goodwill Balance | 2,182,600,000 | 2,252,600,000 | 2,132,400,000 |
Goodwill impairment | 0 | 0 | 46,600,000 |
Electronics | |||
Goodwill [Line Items] | |||
Goodwill, gross | 1,226,700,000 | 1,261,900,000 | 1,188,000,000 |
Accumulated impairment losses | 0 | 0 | 0 |
Goodwill [Roll Forward] | |||
Goodwill Balance | 1,261,900,000 | 1,188,000,000 | |
Addition from acquisitions | 11,100,000 | ||
Foreign currency translation and other | (46,300,000) | 73,900,000 | |
Goodwill Balance | 1,226,700,000 | 1,261,900,000 | 1,188,000,000 |
Industrial & Specialty | |||
Goodwill [Line Items] | |||
Goodwill, gross | 1,002,500,000 | 1,037,300,000 | 991,000,000 |
Accumulated impairment losses | (46,600,000) | (46,600,000) | (46,600,000) |
Goodwill [Roll Forward] | |||
Goodwill Balance | 990,700,000 | 944,400,000 | |
Addition from acquisitions | 0 | ||
Foreign currency translation and other | (34,800,000) | 46,300,000 | |
Goodwill Balance | $ 955,900,000 | $ 990,700,000 | $ 944,400,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 0 | $ 0 | $ 46,600,000 |
Amortization of intangible assets | 112,000,000 | 110,000,000 | $ 109,000,000 |
Tradenames | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets other than goodwill | $ 150,000,000 | $ 153,000,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,316.5 | $ 1,352.8 |
Accumulated Amortization | (441.7) | (344.6) |
Net Book Value | 874.8 | 1,008.2 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 927.8 | 952 |
Accumulated Amortization | (283.2) | (222.5) |
Net Book Value | 644.6 | 729.5 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 381.3 | 393 |
Accumulated Amortization | (155.6) | (119.9) |
Net Book Value | 225.7 | 273.1 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5.9 | 6.1 |
Accumulated Amortization | (1.6) | (1.1) |
Net Book Value | 4.3 | 5 |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1.5 | 1.7 |
Accumulated Amortization | (1.3) | (1.1) |
Net Book Value | $ 0.2 | $ 0.6 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) $ in Millions | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,019 | $ 110 |
2,020 | 108.9 |
2,021 | 102.2 |
2,022 | 89.2 |
2,023 | $ 87 |
Long-term Compensation Plans -
Long-term Compensation Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | 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) | 3,890,643 | 3,675,726 | ||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted (in shares) | 0 | |||
Vested in period, fair value | $ 9.9 | $ 1.4 | $ 0.1 | |
The 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted (in shares) | 1,484,776 | |||
Awards outstanding (in shares) | 3,890,643 |
Long-term Compensation Plans _2
Long-term Compensation Plans - Schedule of Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 19.3 | $ 11.8 | $ 7.3 |
Weighted average remaining vesting period (months) | 13 months | ||
Equity classified RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average remaining vesting period (months) | 13 months | ||
Continuing Operations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 15.4 | 9.6 | 6.2 |
Unrecognized compensation expense for awards expected to vest | 14.7 | ||
Continuing Operations | Equity classified RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 13.9 | 8.3 | 5.4 |
Continuing Operations | Liability classified RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 0.7 | 0.6 | 0.4 |
Continuing Operations | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 0.8 | 0.7 | 0.4 |
Discontinued Operations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 3.9 | $ 2.2 | $ 1.1 |
Unrecognized compensation expense for awards expected to vest | $ 3.6 |
Long-term Compensation Plans _3
Long-term Compensation Plans - Activity in Payment Awards (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total | |||
Beginning balance (in shares) | 3,675,726 | ||
Granted (in shares) | 1,581,444 | ||
Exercised (in shares) | (988,573) | ||
Canceled (in shares) | (198,313) | ||
Forfeited (in shares) | (179,641) | ||
Ending balance (in shares) | 3,890,643 | 3,675,726 | |
Stock Options | |||
Beginning balance (in shares) | 732,197 | ||
Granted (in shares) | 0 | 256,202 | 390,198 |
Exercised (in shares) | (20,425) | ||
Cancelled (in shares) | (175,000) | ||
Forfeited (in shares) | 0 | ||
Ending balance (in shares) | 536,772 | 732,197 | |
Other Than 2013 Plan | |||
Stock Options | |||
Ending balance (in shares) | 175,000 | ||
RSUs | |||
Equity Classified | |||
Beginning balance (in shares) | 2,623,851 | ||
Granted (in shares) | 1,581,444 | 1,117,719 | 1,754,868 |
Exercised (in shares) | (968,148) | ||
Forfeited (in shares) | (179,641) | ||
Cancelled (in shares) | (23,313) | ||
Ending balance (in shares) | 3,034,193 | 2,623,851 | |
Liability Classified | |||
Outstanding, beginning balance (in shares) | 319,678 | ||
Granted (in shares) | 0 | ||
Forfeited (in shares) | 0 | ||
Outstanding, ending balance (in shares) | 319,678 | 319,678 |
Long-term Compensation Plans _4
Long-term Compensation Plans - Equity Classified Share Based Payments (Details) - RSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 1,581,444 | 1,117,719 | 1,754,868 |
Weighted average grant date fair value (in dollars per share) | $ 10.35 | $ 16.08 | $ 10.85 |
Weighted average vesting period | 26 months | 31 months | 34 months |
Long-term Compensation Plans _5
Long-term Compensation Plans - Restricted Stock Unit Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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% | |
RSUs | ||
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 _6
Long-term Compensation Plans - Schedule Equity Classified Share Based Payment RSUs (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average remaining vesting period (months) | 13 months | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 3,034,193 | 2,623,851 |
Weighted average remaining vesting period (months) | 13 months | |
Potential additional awards (in shares) | 2,472,416 | |
Service-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 1,002,085 | |
Weighted average remaining vesting period (months) | 6 months | |
Potential additional awards (in shares) | 0 | |
Performance-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 1,482,846 | |
Weighted average remaining vesting period (months) | 18 months | |
Potential additional awards (in shares) | 1,351,323 | |
Market-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding (in shares) | 549,262 | |
Weighted average remaining vesting period (months) | 10 months | |
Potential additional awards (in shares) | 1,121,093 |
Long-term Compensation Plans _7
Long-term Compensation Plans - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options (in shares) | 0 | 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 | |
Weighted average exercise price of outstanding options (in dollars per share) | $ 13.30 | ||
Outstanding stock options vested (in shares) | 207,708 | ||
Vested options outstanding, aggregate intrinsic value | $ 0.5 | ||
Nonvested options (in shares) | 253,994 | ||
Aggregate intrinsic value of nonvested options | $ 0.2 | ||
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 $13.50 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of outstanding options (in shares) | 75,070 |
Long-term Compensation Plans _8
Long-term Compensation Plans - Stock Options Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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% |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free rate, minimum | 1.52% | |
Risk-free rate, maximum | 1.56% |
Long-term Compensation Plans _9
Long-term Compensation Plans - Subsequent Event (Details) - Subsequent Event - Performance-based shares in Millions, $ in Millions | Jan. 30, 2019USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards granted (in shares) | shares | 2.2 |
Fair value of awards granted | $ | $ 24.6 |
Pension, Post-Retirement and _3
Pension, Post-Retirement and Post-Employment Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Net periodic (benefit) cost | $ (0.1) | $ (11.5) | $ (3.1) |
Pension, Post-Retirement and _4
Pension, Post-Retirement and Post-Employment Plans - Domestic Defined Benefit Pension Plan (Details) - Pension Plan - Domestic - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Projected benefit obligation | $ 199 | $ 218 |
Long Term Growth | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan investment mix | 25.00% | |
Liability-Matching Assets | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Plan investment mix | 74.00% | |
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 | 72.00% | |
Equity Securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average asset allocation | 14.00% | |
Limited Partnership Interests | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average asset allocation | 11.00% | |
Cash | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Weighted average asset allocation | 3.00% |
Pension, Post-Retirement and _5
Pension, Post-Retirement and Post-Employment Plans - Supplemental Executive Retirement Plans (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
SERP | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 7.3 | $ 8.5 |
Pension, Post-Retirement and _6
Pension, Post-Retirement and Post-Employment Plans - Foreign Pension Plans (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Pension and post-retirement benefits | $ 49.5 | $ 56.3 |
Pension Plan | Foreign | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Projected benefit obligation | 23.3 | 23 |
Pension obligation loss reclassified from other comprehensive income | 9.8 | |
Other Plans | Foreign | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Pension and post-retirement benefits | $ 1.1 | $ 3.1 |
Pension, Post-Retirement and _7
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, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |
Post-retirement medical benefits limits | 5.00% |
Benefit obligation percent to retirees | 37.00% |
Benefit obligation percent to eligible active participants | 35.00% |
Benefit obligation percent to other active participants | 28.00% |
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 _8
Pension, Post-Retirement and Post-Employment Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net periodic benefit expense: | |||
Net periodic cost (benefit) | $ 0.1 | $ 11.5 | $ 3.1 |
Pension Plan and SERP | Domestic | |||
Net periodic benefit expense: | |||
Service cost | 0 | 0 | 0 |
Interest cost on the projected benefit obligation | 8.1 | 8.8 | 10.1 |
Expected return on plan assets | (10.4) | (10.1) | (11.6) |
Amortization of prior service cost | 0 | 0 | 0 |
Amortization of actuarial net loss | 0 | 0 | 0 |
Plan curtailment | 0.1 | 0 | 0 |
Plan settlement | 0.2 | 0 | 1.7 |
Net periodic cost (benefit) | (2) | (1.3) | 0.2 |
Pension Plan and SERP | Foreign | |||
Net periodic benefit expense: | |||
Service cost | 1.2 | 1.6 | 1.4 |
Interest cost on the projected benefit obligation | 0.3 | 1.4 | 2.3 |
Expected return on plan assets | (0.1) | (1.3) | (2) |
Amortization of prior service cost | 0 | 0.1 | 0.6 |
Amortization of actuarial net loss | 0 | 0.1 | 0.2 |
Plan curtailment | 0 | 0.3 | (0.1) |
Plan settlement | 0.1 | 10.1 | 0.1 |
Net periodic cost (benefit) | 1.5 | 12.3 | 2.5 |
Post-retirement Medical Benefits | Domestic | |||
Net periodic benefit expense: | |||
Service cost | 0 | 0 | 0 |
Interest cost on the projected benefit obligation | 0.4 | 0.4 | 0.4 |
Net periodic cost (benefit) | 0.4 | 0.4 | 0.4 |
Post-retirement Medical Benefits | Foreign | |||
Net periodic benefit expense: | |||
Service cost | 0.1 | 0 | 0 |
Interest cost on the projected benefit obligation | 0.1 | 0.1 | 0 |
Net periodic cost (benefit) | $ 0.2 | $ 0.1 | $ 0 |
Pension, Post-Retirement and _9
Pension, Post-Retirement and Post-Employment Plans - Key Assumptions Used to Determine Net Periodic Benefit Expense (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Domestic | Pension Plan and SERP | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 3.70% | 4.20% | 4.60% |
Rate of compensation increase | 3.50% | 3.50% | 3.50% |
Long-term rate of return on assets | 5.40% | 5.90% | 6.50% |
Domestic | Post-retirement Medical Benefits | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 3.70% | 4.20% | 4.40% |
Foreign | Pension Plan and SERP | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 1.40% | 1.60% | 2.30% |
Rate of compensation increase | 3.40% | 3.20% | 3.20% |
Long-term rate of return on assets | 1.80% | 1.70% | 2.50% |
Foreign | Post-retirement Medical Benefits | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 9.90% | 12.20% | 14.00% |
Pension, Post-Retirement and_10
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Change in Plan Assets: | |||
Beginning of period balance | $ 207.3 | ||
End of period balance | 189 | $ 207.3 | |
Pension Plan and SERP | Domestic | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 226.2 | 213.5 | |
Additions | 0 | 0 | |
Service cost | 0 | 0 | $ 0 |
Interest cost | 8.1 | 8.8 | 10.1 |
Actuarial (gain) loss due to assumption change | (15.4) | 0 | |
Actuarial loss (gain) due to plan experience | (1.7) | 13.8 | |
Benefits and expenses paid | (10.3) | (9.9) | |
Settlement | (0.7) | 0 | |
Foreign currency translation | 0 | 0 | |
End of period balance | 206.2 | 226.2 | 213.5 |
Change in Plan Assets: | |||
Beginning of period balance | 199.6 | 176.6 | |
Additions | 0 | 0 | |
Actual return on plan assets, net of expenses | (5.1) | 29.8 | |
Employer contributions | 1.2 | 3.1 | |
Benefits paid | (10.3) | (9.9) | |
Settlement | (0.7) | 0 | |
Foreign currency translation | 0 | 0 | |
End of period balance | 184.7 | 199.6 | 176.6 |
Funded Status | |||
Funded status of plan | (21.5) | (26.6) | |
Supplemental Information: | |||
Accumulated benefit obligation | 196.8 | 214.9 | |
Plans with Accumulated Benefit Obligation in excess of Plan Assets: | |||
Accumulated benefit obligation | 196.8 | 214.9 | |
Fair value plan assets | 184.7 | 199.6 | |
Plans with Projected Benefit Obligation in excess of Plan Assets: | |||
Projected benefit obligation | 206.2 | 226.2 | |
Fair value plan assets | 184.7 | 199.6 | |
Pension Plan and SERP | Foreign | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 23 | 92 | |
Additions | 2 | 0.6 | |
Service cost | 1.2 | 1.6 | 1.4 |
Interest cost | 0.3 | 1.4 | 2.3 |
Actuarial (gain) loss due to assumption change | (0.5) | (1.6) | |
Actuarial loss (gain) due to plan experience | 0.2 | 0.7 | |
Benefits and expenses paid | (0.9) | (5.7) | |
Settlement | (1.1) | (71.7) | |
Foreign currency translation | (0.9) | 5.7 | |
End of period balance | 23 | 92 | |
Change in Plan Assets: | |||
Beginning of period balance | 7.7 | 79.9 | |
Additions | 0 | 0.5 | |
Actual return on plan assets, net of expenses | 0.2 | 0 | |
Employer contributions | (1.7) | 0.7 | |
Benefits paid | (0.9) | (5.7) | |
Settlement | (0.8) | (71.7) | |
Foreign currency translation | (0.2) | 4 | |
End of period balance | 4.3 | 7.7 | 79.9 |
Funded Status | |||
Funded status of plan | (19) | (15.3) | |
Supplemental Information: | |||
Accumulated benefit obligation | 20.1 | 19.5 | |
Plans with Accumulated Benefit Obligation in excess of Plan Assets: | |||
Accumulated benefit obligation | 20 | 19.5 | |
Fair value plan assets | 4.1 | 4.1 | |
Plans with Projected Benefit Obligation in excess of Plan Assets: | |||
Projected benefit obligation | 23.1 | 23 | |
Fair value plan assets | 4.1 | 4.1 | |
Post-retirement Medical Benefits | Domestic | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 9.7 | 9.6 | |
Additions | 0 | 0 | |
Service cost | 0 | 0 | 0 |
Interest cost | 0.4 | 0.4 | 0.4 |
Actuarial (gain) loss due to assumption change | (1.1) | 0 | |
Actuarial loss (gain) due to plan experience | 0.5 | 0.2 | |
Benefits and expenses paid | (0.5) | (0.5) | |
Settlement | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
End of period balance | 9 | 9.7 | 9.6 |
Change in Plan Assets: | |||
Beginning of period balance | 0 | 0 | |
Additions | 0 | 0 | |
Actual return on plan assets, net of expenses | 0 | 0 | |
Employer contributions | 0.5 | 0.5 | |
Benefits paid | (0.5) | (0.5) | |
Settlement | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
End of period balance | 0 | 0 | 0 |
Funded Status | |||
Funded status of plan | (9) | (9.7) | |
Supplemental Information: | |||
Accumulated benefit obligation | 9 | 9.7 | |
Plans with Accumulated Benefit Obligation in excess of Plan Assets: | |||
Accumulated benefit obligation | 0 | 9.7 | |
Fair value plan assets | 0 | 0 | |
Plans with Projected Benefit Obligation in excess of Plan Assets: | |||
Projected benefit obligation | 0 | 9.7 | |
Fair value plan assets | 0 | 0 | |
Post-retirement Medical Benefits | Foreign | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 0.9 | 0.6 | |
Additions | 0 | 0 | |
Service cost | 0.1 | 0 | 0 |
Interest cost | 0.1 | 0.1 | 0 |
Actuarial (gain) loss due to assumption change | 0.1 | 0.1 | |
Actuarial loss (gain) due to plan experience | 0.3 | 0.1 | |
Benefits and expenses paid | 0 | 0 | |
Settlement | 0 | 0 | |
Foreign currency translation | (0.2) | 0 | |
End of period balance | 1.3 | 0.9 | 0.6 |
Change in Plan Assets: | |||
Beginning of period balance | 0 | 0 | |
Additions | 0 | 0 | |
Actual return on plan assets, net of expenses | 0 | 0 | |
Employer contributions | 0 | 0 | |
Benefits paid | 0 | 0 | |
Settlement | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
End of period balance | 0 | 0 | $ 0 |
Funded Status | |||
Funded status of plan | (1.3) | (0.9) | |
Supplemental Information: | |||
Accumulated benefit obligation | 1.3 | 0.9 | |
Plans with Accumulated Benefit Obligation in excess of Plan Assets: | |||
Accumulated benefit obligation | 0 | 0.9 | |
Fair value plan assets | 0 | 0 | |
Plans with Projected Benefit Obligation in excess of Plan Assets: | |||
Projected benefit obligation | 0 | 0.9 | |
Fair value plan assets | $ 0 | $ 0 |
Pension, Post-Retirement and_11
Pension, Post-Retirement and Post-Employment Plans - Key Assumptions Used to Determine Benefit Obligations (Details) | Dec. 31, 2018 | Dec. 31, 2017 |
Pension Plan and SERP | Domestic | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 4.30% | 3.70% |
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 | 1.50% | 1.30% |
Rate of compensation increase | 3.40% | 3.30% |
Post-retirement Medical Benefits | Domestic | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 4.30% | 3.70% |
Post-retirement Medical Benefits | Foreign | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate | 9.20% | 9.90% |
Pension, Post-Retirement and_12
Pension, Post-Retirement and Post-Employment Plans - Amounts Recognized in Balance Sheet and Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheet | ||
Pension and post-retirement benefits | $ 49.5 | $ 56.3 |
Domestic | Pension Plan and SERP | ||
Balance Sheet | ||
Other assets | 0 | 0 |
Accrued expenses and other current liabilities | 0.5 | 1.1 |
Pension and post-retirement benefits | 21 | 25.5 |
Accumulated Other Comprehensive Loss | ||
Net actuarial (loss) gain | (5.1) | (7) |
Prior service (costs) credits | 0 | (0.1) |
Domestic | Post-retirement Medical Benefits | ||
Balance Sheet | ||
Other assets | 0 | 0 |
Accrued expenses and other current liabilities | 0.7 | 0.6 |
Pension and post-retirement benefits | 8.3 | 9.1 |
Accumulated Other Comprehensive Loss | ||
Net actuarial (loss) gain | (0.3) | (0.8) |
Foreign | Pension Plan and SERP | ||
Balance Sheet | ||
Other assets | 0 | 3.6 |
Accrued expenses and other current liabilities | 1 | 0.7 |
Pension and post-retirement benefits | 18 | 18.2 |
Accumulated Other Comprehensive Loss | ||
Net actuarial (loss) gain | (1.8) | (2.4) |
Prior service (costs) credits | 0 | 0 |
Foreign | Post-retirement Medical Benefits | ||
Balance Sheet | ||
Other assets | 0 | 0 |
Accrued expenses and other current liabilities | 0 | 0 |
Pension and post-retirement benefits | 1.3 | 0.9 |
Accumulated Other Comprehensive Loss | ||
Net actuarial (loss) gain | $ (0.8) | $ (0.4) |
Pension, Post-Retirement and_13
Pension, Post-Retirement and Post-Employment Plans - Fair Value of Plan Assets by Asset Category (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total | $ 189 | $ 207.3 |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 168.9 | 162.6 |
Assets using net asset value (or NAV) as a practical expedient | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 20.1 | 44.7 |
Domestic equities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 22 | 31.8 |
Foreign equities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 3.9 | 18.3 |
Mutual funds holding domestic securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 0 | 4 |
U.S. Treasury bonds | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 21.5 | 14.6 |
Mutual funds holding U.S. Treasury Securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 19 | 9.2 |
Mutual funds holding fixed income securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | 96.3 | 74.6 |
Cash and cash equivalents | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total | $ 6.2 | $ 10.1 |
Pension, Post-Retirement and_14
Pension, Post-Retirement and Post-Employment Plans - Expected Future Benefit Payments (Details) | Dec. 31, 2018USD ($) |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,019 | $ 14,400,000 |
2,020 | 14,200,000 |
2,021 | 14,300,000 |
2,022 | 14,600,000 |
2,023 | 15,100,000 |
Subsequent five years | 74,900,000 |
Total | 147,500,000 |
Company's expected future contribution to the plan | 0 |
Pension Plan and SERP | Domestic | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,019 | 12,100,000 |
2,020 | 12,200,000 |
2,021 | 12,100,000 |
2,022 | 12,600,000 |
2,023 | 12,700,000 |
Subsequent five years | 64,300,000 |
Total | 126,000,000 |
Pension Plan and SERP | Foreign | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,019 | 1,700,000 |
2,020 | 1,400,000 |
2,021 | 1,600,000 |
2,022 | 1,400,000 |
2,023 | 1,800,000 |
Subsequent five years | 7,600,000 |
Total | 15,500,000 |
Post-retirement Medical Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,019 | 600,000 |
2,020 | 600,000 |
2,021 | 600,000 |
2,022 | 600,000 |
2,023 | 600,000 |
Subsequent five years | 3,000,000 |
Total | $ 6,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||
Provisional income tax benefit | $ (46.3) | ||||
Measurement period adjustment, income tax expense (benefit) | $ 55.5 | ||||
Measurement period adjustment, transition tax expense | $ 13.7 | ||||
Discontinued operations, deferred tax asset | 173 | 173 | 296 | ||
Discontinued operations, deferred tax asset, valuation allowance | 75 | 75 | 206 | ||
Discontinued operations, deferred tax liability | 450 | 450 | 487 | ||
Undistributed foreign earnings | 29.5 | 29.5 | 21.9 | ||
Undistributed earnings of foreign subsidiaries | 490 | 490 | |||
Valuation allowance | 475.2 | 475.2 | 391.7 | ||
Increase (decrease) in valuation allowance | 83.5 | ||||
State operating loss carry forward | 230 | 230 | |||
State tax credits | 770 | 770 | |||
Foreign operating loss carry forward | 562 | 562 | |||
Valuation allowance on foreign tax credit carryovers | 32.9 | 32.9 | |||
State tax credits (net of federal tax) | 5.8 | $ 5.8 | |||
Tax carry-forward period | 10 years | ||||
Unrecognized tax benefits | 81.4 | $ 81.4 | 90.3 | $ 128.3 | $ 112.2 |
Unrecognized tax benefits that would impact effective tax rate | 80.6 | 80.6 | |||
Total unrecognized benefits expected to revers within the next twelve months | 10.9 | 10.9 | |||
Interest and penalties related to unrecognized tax benefits | 0.4 | 1.2 | $ 5.5 | ||
Accrued interest and penalties related to unrecognized tax benefits | $ 12.9 | $ 12.9 | $ 13 |
Income Taxes - Losses Before In
Income Taxes - Losses Before Income Taxes and Non-Controlling Interests (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Examination [Line Items] | |||
Total | $ (53.2) | $ (260.4) | $ (231.8) |
Domestic | |||
Income Tax Examination [Line Items] | |||
Total | (214.7) | (362.3) | (260.3) |
Foreign | |||
Income Tax Examination [Line Items] | |||
Total | $ 161.5 | $ 101.9 | $ 28.5 |
Income Taxes - Income Tax (Bene
Income Taxes - Income Tax (Benefit) Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.S.: | |||
Federal | $ 14.9 | $ (1.2) | $ 0.1 |
State and local | 0.4 | 1 | 0.4 |
Foreign | 63.2 | 65.7 | 0.6 |
Total current | 78.5 | 65.5 | 1.1 |
U.S.: | |||
Federal | (35.1) | (78.4) | (27.8) |
State and local | (4.3) | (2.1) | (2.2) |
Foreign | (15.3) | (53.6) | (12.4) |
Total deferred | (54.7) | (134.1) | (42.4) |
Income tax expense (benefit) | $ 23.8 | $ (68.6) | $ (41.3) |
Income Taxes - Income Tax (Be_2
Income Taxes - Income Tax (Benefit) Expense Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
U.S. federal statutory tax rate | 21.00% | 35.00% | 35.00% |
Taxes computed at U.S. statutory rate | $ (11.2) | $ (91.1) | $ (81.1) |
Impact of TCJA | (41.8) | (46.3) | 0 |
Net change in reserve | (4.9) | (10.6) | (27.4) |
State income taxes, net of federal benefit | (3.1) | 1.7 | (0.1) |
Change in valuation allowances | 27.5 | 43.3 | 53.1 |
Change of tax rate | 8.3 | (19.4) | 11.8 |
Provision for tax on undistributed foreign earnings | 7 | 1.5 | 11.4 |
Impact of transaction costs | 0 | 0 | (24.5) |
Settlement of Series B Convertible Preferred Stock | 0 | 0 | (34.3) |
Goodwill impairment | 0 | 0 | 6.2 |
Other, net | (0.6) | 9 | 9.8 |
Income tax expense (benefit) | $ 23.8 | $ (68.6) | $ (41.3) |
Effective tax rate | (44.70%) | 26.30% | 17.80% |
Domestic | |||
Income Taxes [Line Items] | |||
Tax on foreign operations | $ 31.2 | $ 35 | $ 17.7 |
Foreign | |||
Income Taxes [Line Items] | |||
Tax on foreign operations | $ 11.4 | $ 8.3 | $ 16.1 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating losses | $ 224.5 | $ 323 |
Arysta outside basis differences | 274.2 | 0 |
Employee benefits | 38.6 | 40.3 |
Tax credits | 38.5 | 62 |
Financing activities | 29.1 | 24.3 |
Accrued liabilities | 26.4 | 25.9 |
Interest carryforward | 17.3 | 44.4 |
Accounts receivable | 16 | 19.1 |
Research and development costs | 11.8 | 10.3 |
Goodwill | 10.3 | 19.5 |
Inventory | 4.7 | 4.6 |
Other | 10.2 | 20.7 |
Total deferred tax assets | 701.6 | 594.1 |
Valuation allowance | (475.2) | (391.7) |
Total deferred tax assets | 226.4 | 202.4 |
Deferred tax liabilities: | ||
Intangibles | 631.2 | 710.4 |
Plant and equipment | 31.8 | 24.8 |
Undistributed foreign earnings | 29.5 | 21.9 |
Other | 0.4 | 0.4 |
Total deferred tax liabilities | 692.9 | 757.5 |
Net deferred tax liability | $ 466.5 | $ 555.1 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at beginning of period | $ 90.3 | $ 128.3 | $ 112.2 |
Additions based upon prior year tax positions (including acquired uncertain tax positions) | 2.7 | 4 | 1.7 |
Additions based on current year tax positions | 3.1 | 6.5 | 76.2 |
Reductions for prior period positions | (6.9) | (38) | (51.9) |
Reductions for settlements and payments | (4.3) | (4.2) | 0 |
Reductions due to closed statutes | (3.5) | (6.3) | (9.9) |
Total unrecognized tax benefits at end of period | $ 81.4 | $ 90.3 | $ 128.3 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | $ 5,376,000,000 | $ 5,447,200,000 |
Less: current installments of long-term debt and revolving credit facilities | 25,300,000 | 10,100,000 |
Total long-term debt and capital lease obligations | 5,350,700,000 | 5,437,100,000 |
Senior Notes | USD Senior Notes Due 2022 | ||
Debt Instrument [Line Items] | ||
Face amount | $ 1,100,000,000 | |
Stated interest rate | 6.50% | |
Total debt and capital lease obligations | $ 1,067,100,000 | 1,086,100,000 |
Unamortized premiums, discounts and debt issuance costs | $ 29,900,000 | $ 35,500,000 |
Effective interest rate percentage | 6.50% | 6.50% |
Senior Notes | EUR Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Face amount | $ 350,000,000 | |
Stated interest rate | 6.00% | |
Total debt and capital lease obligations | $ 397,400,000 | $ 415,100,000 |
Senior Notes | USD Senior Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Face amount | $ 800,000,000 | |
Stated interest rate | 5.875% | |
Total debt and capital lease obligations | $ 784,900,000 | 783,200,000 |
Domestic Line of Credit | First Lien Credit Facility Term Loans | ||
Debt Instrument [Line Items] | ||
Unamortized premiums, discounts and debt issuance costs | $ 22,400,000 | $ 33,300,000 |
Effective interest rate percentage | 4.60% | 4.50% |
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% | |
Total debt and capital lease obligations | $ 624,300,000 | $ 620,400,000 |
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 4.00% or LIBOR plus 3.00% | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.00% | |
Total debt and capital lease obligations | $ 1,124,700,000 | 1,121,200,000 |
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 3.25% or EURIBOR plus 2.50% | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 3.25% | |
Total debt and capital lease obligations | $ 666,200,000 | 694,300,000 |
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 3.50% or EURIBOR plus 2.75% | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 3.50% | |
Total debt and capital lease obligations | $ 685,300,000 | 716,000,000 |
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] | ||
Total debt and capital lease obligations | $ 25,000,000 | 0 |
Line of Credit | Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 3.00% | |
Other | ||
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | $ 1,100,000 | $ 10,900,000 |
Debt - Minimum Future Payments
Debt - Minimum Future Payments on Long-term Debt and Capital Leases (Details) | Dec. 31, 2018USD ($) |
Long-Term Debt | |
2,019 | $ 0 |
2,020 | 1,300,000,000 |
2,021 | 1,822,800,000 |
2,022 | 1,078,000,000 |
2,023 | 401,400,000 |
Thereafter | 800,000,000 |
Total | 5,402,200,000 |
Senior Notes | USD Senior Notes Due 2022 | |
Debt Instrument [Line Items] | |
Face amount | $ 1,100,000,000 |
Stated interest rate | 6.50% |
Senior Notes | USD Senior Notes | |
Debt Instrument [Line Items] | |
Debt maturity amendment | $ 1,820,000,000 |
Debt - Credit Agreement (Detail
Debt - Credit Agreement (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Letter of Credit | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 30,000,000 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 485,000,000 |
Revolving Credit Facility | Eurodollar | |
Debt Instrument [Line Items] | |
Spread on variable rate | 3.00% |
Revolving Credit Facility | Base Rate | |
Debt Instrument [Line Items] | |
Spread on variable rate | 2.00% |
Revolving Credit Facility | Line of Credit | |
Debt Instrument [Line Items] | |
Unused capacity commitment fee percentage | 0.50% |
Revolving Credit Facility, U.S. Dollars | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 240,000,000 |
Revolving Credit Facility, Multi Currency | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 245,000,000 |
Debt - Covenants, Events of Def
Debt - Covenants, Events of Default and Provisions (Details) $ in Millions | Dec. 31, 2018USD ($) |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Current borrowing capacity | $ 450 |
Debt - Covenants, Events of D_2
Debt - Covenants, Events of Default and Provisions, Subsequent Event (Details) - USD ($) | Jan. 31, 2019 | Dec. 31, 2018 |
Subsequent Event | ||
Debt Instrument [Line Items] | ||
Proceeds from debt | $ 750,000,000 | |
Revolving Credit Facility | Base Rate | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 2.00% | |
Senior Notes | Subsequent Event | ||
Debt Instrument [Line Items] | ||
Face amount | $ 1,080,000,000 | |
Commitment fee percentage | 0.50% | |
Commitment fee stepdown percentage | 0.375% | |
Covenant, outstanding borrowings leverage threshold | 30.00% | |
Covenant, first lien net leverage ratio | 5 | |
Senior Notes | Subsequent Event | Eurocurrency Rate | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 2.25% | |
Senior Notes | Subsequent Event | Base Rate | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 1.25% | |
Line of Credit | Revolving Credit Facility | Subsequent Event | ||
Debt Instrument [Line Items] | ||
Face amount | $ 330,000,000 | |
Term Loan | Subsequent Event | ||
Debt Instrument [Line Items] | ||
Face amount | $ 750,000,000 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) | Dec. 31, 2018 |
Senior Notes | USD Senior Notes Due 2025 | |
Debt Instrument [Line Items] | |
Stated interest rate | 5.875% |
Debt - Senior Notes, Subsequent
Debt - Senior Notes, Subsequent Event (Details) - Senior Notes - USD Senior Notes Due 2025 - USD ($) $ in Millions | Feb. 01, 2019 | Jan. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Stated interest rate | 5.875% | ||
Subsequent Event | |||
Debt Instrument [Line Items] | |||
Payments of call premiums | $ 29.5 | ||
Stated interest rate | 5.875% |
Debt - Lines of Credit and Othe
Debt - Lines of Credit and Other Debt Facilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | $ 5,376,000,000 | $ 5,447,200,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding letters of credit | 10,200,000 | 19,300,000 |
Reduction in borrowings | 9,700,000 | 18,600,000 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | 25,000,000 | 0 |
Line of Credit | Lines of Credit and Revolving Lines of Credit | ||
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | 25,000,000 | 0 |
Remaining borrowing capacity | $ 481,000,000 | $ 509,000,000 |
Debt - Lines of Credit and Ot_2
Debt - Lines of Credit and Other Debt Facilities, Subsequent Event (Details) - Revolving Credit Facility - USD ($) | Jan. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 485,000,000 | |
Subsequent Event | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 100,000,000 |
Financial Instruments - Derivat
Financial Instruments - Derivatives and Hedging (Details) € in Millions, $ in Millions | Jan. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 31, 2019EUR (€) | Dec. 31, 2018EUR (€) | Dec. 31, 2017USD ($) |
Foreign Exchange Forward | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount | $ 28.9 | $ 31.8 | |||
Derivative remaining maturity | 1 year | ||||
Commodity Contract | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative liability, current | $ 0 | 0 | |||
Notes Payable to Banks | USD Notes | Interest rate swaps | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount | $ 1,120 | ||||
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 | € | € 276 | ||||
Interest rate swap rate (as a percent) | 1.20% | 1.20% | |||
Term Loan | Subsequent Event | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Face amount | $ 750 | ||||
Floating interest rate period | 2 years | ||||
Term Loan | Euro Notes | Interest rate swaps | Subsequent Event | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount | € | € 662 | ||||
Interest rate swap rate (as a percent) | 2.30% | 2.30% | |||
Not Designated as Hedging Instrument | Foreign Exchange Forward | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative notional amount | $ 102 | $ 201 | |||
Designated as Hedging Instrument | Interest rate swaps | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of ineffectiveness on net investment hedges | 1 | ||||
Gain (loss) to be reclassified during next 12 months | $ 5.9 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Fair Value Measurements (Details) - Recurring - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Asset Category | ||
Total | $ 10.3 | $ 8.4 |
Liability Category | ||
Total | 59.5 | 84.2 |
Other current assets | Level 2 | Foreign exchange and metals contracts not designated as hedging instruments | Not Designated as Hedging Instrument | ||
Asset Category | ||
Derivatives | 0.9 | 2 |
Other assets | Level 2 | ||
Asset Category | ||
Interest rate swaps designated as cash flow hedging instruments | 0 | 0.6 |
Other assets | Level 2 | Designated as Hedging Instrument | ||
Asset Category | ||
Derivatives | 2.6 | 3.4 |
Interest rate swaps designated as cash flow hedging instruments | 6.5 | 0 |
Other assets | Level 1 | ||
Asset Category | ||
Interest rate swaps designated as cash flow hedging instruments | 0.3 | 2.4 |
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 | 1.2 | 1.4 |
Accrued expenses and other liabilities | Level 2 | Interest rate swaps designated as cash flow hedging instruments | Designated as Hedging Instrument | ||
Liability Category | ||
Derivatives | 0.6 | 2.8 |
Other liabilities | Level 2 | Interest rate swaps designated as cash flow hedging instruments | Designated as Hedging Instrument | ||
Liability Category | ||
Derivatives | 0.3 | 0.8 |
Contingent consideration | Level 3 | ||
Liability Category | ||
Long-term contingent consideration | $ 57.4 | $ 79.2 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value Measurements, Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Decrease in contingent consideration liability | $ 21,800,000 | $ (3,400,000) | $ (5,100,000) |
EBITDA metric, measurement component change affected by change in discount rate | $ 2,400,000 | ||
Contingent Consideration, Common Stock Performance Target | |||
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 | $ 800,000 | ||
Adjusted EBITDA Performance Metric | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Percentage change in rate affecting component measurement (as a percent) | 10.00% | ||
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 5,350,000,000 | 5,440,000,000 | |
Estimated Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 5,350,000,000 | $ 5,580,000,000 | |
MacDermid | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term contingent consideration (up to) | $ 100,000,000 | ||
Price performance metrics period | 7 years | ||
MacDermid | Contingent Consideration, Common Stock Performance Target | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Business acquisition expected future value payments | $ 40,000,000 | ||
MacDermid | Contingent Consideration, Common Stock Performance Target | Discount Rate | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
EBITDA related earnout include a discount rate (as a percent) | 0.0248 | ||
MacDermid | Adjusted EBITDA Performance Metric | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Expected future value of payments, target 1 | $ 0 | ||
Expected future value of payments, target 2 | 30,000,000 | ||
Expected future value of payments, target 3 | 60,000,000 | ||
Decrease in contingent consideration liability | $ 22,200,000 | ||
MacDermid | Adjusted EBITDA Performance Metric | Discount Rate | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
EBITDA related earnout include a discount rate (as a percent) | 0.105 |
Financial Instruments - Nonrecu
Financial Instruments - Nonrecurring Fair Value Measurements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill impairment | $ 0 | $ 0 | $ 46,600,000 |
Estimated Fair Value | Nonrecurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill impairment | $ 46,600,000 |
Stockholders' Equity - Register
Stockholders' Equity - Registered Underwritten Public Offerings (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 21, 2016 | Dec. 31, 2016 |
Equity [Abstract] | ||
Issuance of stock (in shares) | 48,787,878 | |
Price of shares issued (in dollars per share) | $ 8.25 | |
Issuance of stock | $ 402.5 | $ 402.5 |
Issuance costs | $ 11.9 | $ 11.9 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | 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 | |||
Common stock issued in connection with exchange of PDH common stock (in shares) | 1 | |||
Gain (loss) on settlement of temporary equity | $ | $ 0 | $ 0 | $ 103 | |
Gain on amendment of Series B Convertible Preferred Stock | $ | 0 | 0 | 32.9 | |
Non-cash change in fair value of preferred stock redemption liability | $ | $ 0 | $ 0 | 5 | |
Series A Preferred Stock To Common Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock to common stock conversion ratio | 1 | |||
Term of optional extension | 3 years | |||
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 | |||
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 | 600,000 | ||
Series B Preferred Stock | Arysta | ||||
Class of Stock [Line Items] | ||||
Make whole payment | $ | $ 460 | |||
Convertible preferred stock, number of equity instruments (in shares) | 5,500,000 | |||
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 - Non-Cont
Stockholders' Equity - Non-Controlling Interest (Details) - USD ($) $ in Millions | Oct. 31, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Common stock originally issuable upon exchange (in shares) | 8,774,527 | |||
Common stock issued in connection with exchange of PDH common stock (in shares) | 1 | |||
Net income allocated to retaining holders | $ 1.3 | $ 2.1 | $ (5.9) | |
MacDermid | ||||
Business Acquisition [Line Items] | ||||
Equity instruments | $ 97.5 | |||
PDH | ||||
Business Acquisition [Line Items] | ||||
Common stock issued in connection with exchange of PDH common stock (in shares) | 4,754,848 | |||
PDH | ||||
Business Acquisition [Line Items] | ||||
Noncontrolling interest percentage | 3.22% | 3.83% | 6.01% |
Stockholders' Equity - Subseque
Stockholders' Equity - Subsequent Event (Details) - Subsequent Event $ / shares in Units, shares in Millions, $ in Millions | Feb. 08, 2019USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Stock repurchased | $ | $ 434 |
Stock repurchased, as a percent of issued and outstanding common stock | 13.00% |
Common Stock | |
Subsequent Event [Line Items] | |
Stock repurchased (in shares) | shares | 37 |
Stock repurchase price (in dollars per share) | $ / shares | $ 11.72 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | $ 2,860 | $ 2,889.8 | $ 2,273.3 | |
Impact of ASU 2016-01 adoption | $ 1.3 | |||
Other comprehensive income (loss) before reclassifications, net | (335.7) | 233.2 | 200.5 | |
Reclassifications, pretax | (0.5) | 21.4 | 11.1 | |
Tax benefit reclassified | 0 | (2.1) | 0 | |
Balance | 2,181.1 | 2,860 | 2,889.8 | |
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | (422) | (674.5) | (886.1) | |
Balance | (756.9) | (422) | (674.5) | |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | (694.7) | (899.3) | ||
Other comprehensive income (loss) before reclassifications, net | (378) | 241.1 | 204.6 | |
Reclassifications, pretax | 0 | 0 | 0 | |
Tax benefit reclassified | 0 | 0 | 0 | |
Balance | (831.6) | (694.7) | ||
Pension and Post-retirement Plans | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | (18.8) | (26.3) | ||
Other comprehensive income (loss) before reclassifications, net | 1.8 | 2.5 | 8.3 | |
Reclassifications, pretax | 0 | 10.5 | (0.8) | |
Tax benefit reclassified | 0 | (2.1) | 0 | |
Balance | (6.1) | (18.8) | ||
Unrealized Gain (Loss) on Available for Sale Securities | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | 0.4 | 1.2 | ||
Impact of ASU 2016-01 adoption | $ 1.3 | |||
Other comprehensive income (loss) before reclassifications, net | 0 | (2.2) | (0.8) | |
Reclassifications, pretax | 0 | 0.5 | 0 | |
Tax benefit reclassified | 0 | 0 | 0 | |
Balance | 0 | 0.4 | ||
Derivative Financial Instrument Revaluation | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | (5.8) | (8.1) | ||
Other comprehensive income (loss) before reclassifications, net | 6 | (4.6) | (9.6) | |
Reclassifications, pretax | (0.5) | 10.4 | 11.9 | |
Tax benefit reclassified | 0 | 0 | 0 | |
Balance | 5.5 | (5.8) | ||
Non-Controlling Interests | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | 44.4 | 46.4 | ||
Other comprehensive income (loss) before reclassifications, net | 34.5 | (3.6) | (2) | |
Reclassifications, pretax | 0 | 0 | 0 | |
Tax benefit reclassified | 0 | 0 | 0 | |
Balance | 75.3 | $ 44.4 | ||
Previously Reported | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | 2,860 | |||
Balance | 2,860 | |||
Previously Reported | Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | (422) | |||
Balance | (422) | |||
Previously Reported | Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | (453.6) | |||
Balance | (453.6) | |||
Previously Reported | Pension and Post-retirement Plans | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | (7.9) | |||
Balance | (7.9) | |||
Previously Reported | Unrealized Gain (Loss) on Available for Sale Securities | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | (1.3) | |||
Balance | (1.3) | |||
Previously Reported | Derivative Financial Instrument Revaluation | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | 0 | |||
Balance | 0 | |||
Previously Reported | Non-Controlling Interests | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Balance | $ 40.8 | |||
Balance | $ 40.8 |
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Earnings Per Share [Line Items] | |||||||||||
Net loss from continuing operations | $ (77) | $ (191.8) | $ (190.5) | ||||||||
Net (income) loss attributable to the non-controlling interests | (1.5) | (2.3) | 5.6 | ||||||||
Gain on amendment of Series B Convertible Preferred Stock | 0 | 0 | 32.9 | ||||||||
Net loss attributable to common stockholders | (78.5) | (194.1) | (152) | ||||||||
Numerator adjustments for diluted loss per share: | |||||||||||
Gain on settlement agreement related to Series B Convertible Preferred Stock | 0 | 0 | (103) | ||||||||
Gain on amendment of Series B Convertible Preferred Stock | 0 | 0 | (32.9) | ||||||||
Remeasurement adjustment associated with the Preferred Series B redemption liability | 0 | 0 | 5 | ||||||||
Loss allocated to PDH non-controlling interest | 0 | 0 | (5.9) | ||||||||
Net loss from continuing operations attributable to common stockholders for diluted EPS | $ (78.5) | $ (194.1) | $ (288.8) | ||||||||
Basic weighted average common stock outstanding (in shares) | 288.2 | 286.1 | 243.3 | ||||||||
Denominator adjustments for diluted loss per share: | |||||||||||
Share adjustments (in shares) | 0 | 0 | 29 | ||||||||
Dilutive weighted average common stock outstanding (in shares) | 288.2 | 286.1 | 272.3 | ||||||||
Loss per share from continuing operations attributable to common stockholders: | |||||||||||
Basic (in dollars per share) | $ (0.05) | $ (0.02) | $ (0.17) | $ (0.04) | $ (0.06) | $ (0.13) | $ (0.26) | $ (0.23) | $ (0.27) | $ (0.68) | $ (0.62) |
Diluted (in dollars per share) | $ (0.05) | $ (0.02) | $ (0.17) | $ (0.04) | $ (0.06) | $ (0.13) | $ (0.26) | $ (0.23) | (0.27) | (0.68) | (1.06) |
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 | 0 | 15.3 | ||||||||
Settlement of preferred stock redemption liability - assumed at beginning of reporting period (in shares) | 0 | 0 | 5.7 | ||||||||
Conversion of PDH non-controlling interest (in shares) | 0 | 0 | 8 |
Loss Per Share - Anti-dilutive
Loss Per Share - Anti-dilutive Securities (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 15.6 | 16.3 | 10.7 |
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) | 7.8 | 7.4 | 8.6 |
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) | 4.1 | 6 | 0 |
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 | 2 | 2 |
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) | 1.6 | 0.8 | 0.1 |
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) | 0.1 | 0.1 | 0 |
Operating Lease Commitments (De
Operating Lease Commitments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Total rent expense | $ 21.6 | $ 22 | $ 21.7 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,019 | 19.2 | ||
2,020 | 15.5 | ||
2,021 | 11.9 | ||
2,022 | 9.7 | ||
2,023 | 7.7 | ||
Thereafter | 27.9 | ||
Total | $ 91.9 |
Contingencies, Environmental _2
Contingencies, Environmental and Legal Matters - (Details) - USD ($) $ in Millions | Jul. 27, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||||
Reserves for environmental matters | $ 18.3 | $ 27.9 | ||
Gain (loss) related to litigation settlement | $ 0 | $ 10.8 | $ 0 | |
Settled Litigation | ||||
Loss Contingencies [Line Items] | ||||
Gain (loss) related to litigation settlement | $ 10.8 | |||
Settled Litigation | MacDermid | ||||
Loss Contingencies [Line Items] | ||||
Proceeds from legal settlements | $ 20 |
Related Party Transactions (Det
Related Party Transactions (Details) - Mariposa Capital - USD ($) $ in Millions | Feb. 01, 2019 | Oct. 31, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||||
Period of automatically renewed agreement terms | 1 year | ||||
Agreement renewal period | 90 days | ||||
Related party transaction expense | $ 2 | $ 2 | $ 2 | ||
Subsequent Event | Annual Fees | |||||
Related Party Transaction [Line Items] | |||||
Amount of transaction | $ 3 |
Restructuring (Details)
Restructuring (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 6,300,000 | $ 23,500,000 | $ 25,000,000 |
Restructuring liability | 0 | 0 | |
Expected restructuring costs remaining | 0 | ||
Cost of sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 100,000 | 1,600,000 | 1,300,000 |
Selling, technical, general and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 6,200,000 | 21,900,000 | 23,700,000 |
Electronics | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 4,900,000 | 17,300,000 | 13,700,000 |
Industrial & Specialty | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 1,400,000 | $ 6,200,000 | $ 11,300,000 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |||
Loss on debt extinguishment | $ (0.4) | $ (72.3) | $ (11.3) |
Gain (loss) on derivative contracts | 0.4 | (1.8) | (4.9) |
Gain on sale of equity investment | 11.3 | 0 | 0 |
Gain on legal settlement | 0 | 10.8 | 0 |
Gain on settlement agreement related to Series B Convertible Preferred Stock | 0 | 0 | 103 |
Non-cash change in fair value of preferred stock redemption liability | 0 | 0 | (5) |
Other income (expense), net | 3.5 | (6.7) | 3.8 |
Total | $ 14.8 | $ (70) | $ 85.6 |
Accrued Expenses And Other Cu_3
Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Accrued salaries, wages and employee benefits | $ 55.2 | $ 61.1 |
Accrued interest | 43.5 | 46.4 |
Accrued income taxes payable | 29.6 | 48 |
Other current liabilities | 61.2 | 50 |
Total | $ 189.5 | $ 205.5 |
Segment Information - Financial
Segment Information - Financial Information Regarding Each Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net Sales: | |||||||||||
Total | $ 478.4 | $ 488.5 | $ 501.6 | $ 492.5 | $ 488.6 | $ 480.6 | $ 462.3 | $ 447.1 | $ 1,961 | $ 1,878.6 | $ 1,770.1 |
Adjusted EBITDA: | |||||||||||
Total | 420.7 | 401.2 | 368.4 | ||||||||
Electronics | |||||||||||
Net Sales: | |||||||||||
Total | 1,157.5 | 1,122.6 | 1,039.2 | ||||||||
Adjusted EBITDA: | |||||||||||
Total | 248.2 | 233.1 | 212.3 | ||||||||
Industrial & Specialty | |||||||||||
Net Sales: | |||||||||||
Total | 803.5 | 756 | 730.9 | ||||||||
Adjusted EBITDA: | |||||||||||
Total | $ 172.5 | $ 168.1 | $ 156.1 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBITDA to Net Loss (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | |||||||||||
Net loss from continuing operations | $ 36,200,000 | $ (405,900,000) | $ 11,800,000 | $ 38,000,000 | $ (145,700,000) | $ (66,300,000) | $ (60,000,000) | $ (23,600,000) | $ (324,400,000) | $ (296,200,000) | $ (40,800,000) |
Add (subtract): | |||||||||||
Gain on amendment of Series B Convertible Preferred Stock | 0 | 0 | (32,900,000) | ||||||||
Net income (loss) attributable to the non-controlling interests | 4,500,000 | 600,000 | (3,000,000) | ||||||||
Loss (income) from discontinued operations, net of tax | $ (50,400,000) | $ 401,600,000 | $ (61,400,000) | $ (46,900,000) | $ 126,900,000 | $ 29,400,000 | $ (13,900,000) | $ (38,600,000) | 242,900,000 | 103,800,000 | (113,800,000) |
Income tax expense (benefit) | 23,800,000 | (68,600,000) | (41,300,000) | ||||||||
Interest expense, net | 311,000,000 | 336,900,000 | 372,300,000 | ||||||||
Depreciation expense | 44,600,000 | 46,400,000 | 46,600,000 | ||||||||
Amortization expense | 112,100,000 | 109,600,000 | 109,100,000 | ||||||||
Income (loss) before income taxes and non-controlling interests | 414,500,000 | 232,500,000 | 296,200,000 | ||||||||
Adjustments to reconcile to Adjusted EBITDA: | |||||||||||
Restructuring expense | 6,300,000 | 23,500,000 | 25,000,000 | ||||||||
Amortization of inventory step-up | 0 | 0 | 11,700,000 | ||||||||
Acquisition and integration costs | 12,100,000 | 4,100,000 | 25,100,000 | ||||||||
Legal settlement | 0 | (10,800,000) | 0 | ||||||||
Foreign exchange loss on foreign denominated external and internal long-term debt | 6,000,000 | 53,400,000 | 25,800,000 | ||||||||
Debt refinancing costs | 500,000 | 83,100,000 | 19,700,000 | ||||||||
Goodwill impairment | 0 | 0 | 46,600,000 | ||||||||
Gain on settlement agreement related to Series B Convertible Preferred Stock | 0 | 0 | (103,000,000) | ||||||||
Non-cash change in fair value of preferred stock redemption liability | 0 | 0 | 5,000,000 | ||||||||
Pension plan settlement | 0 | 10,500,000 | 1,700,000 | ||||||||
Gain on sale of equity investment | (11,300,000) | 0 | 0 | ||||||||
Change in fair value of contingent consideration | (21,800,000) | 3,400,000 | 5,100,000 | ||||||||
Other, net | 14,400,000 | 1,500,000 | 9,500,000 | ||||||||
Adjusted EBITDA | $ 420,700,000 | $ 401,200,000 | $ 368,400,000 |
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Major Customer [Line Items] | |||||||||||
Total | $ 478.4 | $ 488.5 | $ 501.6 | $ 492.5 | $ 488.6 | $ 480.6 | $ 462.3 | $ 447.1 | $ 1,961 | $ 1,878.6 | $ 1,770.1 |
Sales Revenue, Net | Geographic Concentration Risk | United States | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Total | 477.4 | 451.4 | 457.1 | ||||||||
Sales Revenue, Net | Geographic Concentration Risk | China | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Total | 367.4 | 358.6 | 323 | ||||||||
Sales Revenue, Net | Geographic Concentration Risk | Other countries | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Total | $ 1,116.2 | $ 1,068.6 | $ 990 |
Segment Information - Long-live
Segment Information - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 266.9 | $ 287.4 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 108.2 | 114 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | 36.1 | 41.6 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment, net | $ 122.6 | $ 131.8 |
Segment Information - Disaggreg
Segment Information - Disaggregated Net Sales by Product Category (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External net sales | $ 478.4 | $ 488.5 | $ 501.6 | $ 492.5 | $ 488.6 | $ 480.6 | $ 462.3 | $ 447.1 | $ 1,961 | $ 1,878.6 | $ 1,770.1 |
Electronics | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External net sales | 1,157.5 | 1,122.6 | 1,039.2 | ||||||||
Electronics | Assembly Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External net sales | 580 | 561.4 | 493.8 | ||||||||
Electronics | Circuitry Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External net sales | 406.3 | 401.1 | 383.2 | ||||||||
Electronics | Semiconductor Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External net sales | 171.2 | 160.1 | 162.2 | ||||||||
Industrial & Specialty | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External net sales | 803.5 | 756 | 730.9 | ||||||||
Industrial & Specialty | Industrial Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External net sales | 560.7 | 528 | 486.2 | ||||||||
Industrial & Specialty | Graphics Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External net sales | 159.1 | 153.4 | 171.8 | ||||||||
Industrial & Specialty | Energy Solutions | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
External net sales | $ 83.7 | $ 74.6 | $ 72.9 |
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 478.4 | $ 488.5 | $ 501.6 | $ 492.5 | $ 488.6 | $ 480.6 | $ 462.3 | $ 447.1 | $ 1,961 | $ 1,878.6 | $ 1,770.1 |
Gross profit from continuing operations | 202.2 | 209.6 | 214.7 | 211.1 | 212.2 | 208.2 | 196.6 | 196.8 | 837.6 | 813.8 | 777.3 |
Net loss from continuing operations | (14.2) | (4.3) | (49.6) | (8.9) | (18.8) | (36.9) | (73.9) | (62.2) | (324.4) | (296.2) | (73.7) |
Net income (loss) from discontinued operations | 50.4 | (401.6) | 61.4 | 46.9 | (126.9) | (29.4) | 13.9 | 38.6 | (242.9) | (103.8) | 113.8 |
Net loss attributable to common stockholders | $ 36.2 | $ (405.9) | $ 11.8 | $ 38 | $ (145.7) | $ (66.3) | $ (60) | $ (23.6) | $ (324.4) | $ (296.2) | $ (40.8) |
(Loss) earnings per share | |||||||||||
Basic from continuing operations (in dollars per share) | $ (0.05) | $ (0.02) | $ (0.17) | $ (0.04) | $ (0.06) | $ (0.13) | $ (0.26) | $ (0.23) | $ (0.27) | $ (0.68) | $ (0.62) |
Basic from discontinued operations (in dollars per share) | 0.18 | (1.40) | 0.21 | 0.17 | (0.43) | (0.11) | 0.05 | 0.14 | (0.86) | (0.36) | 0.45 |
Basic attributable to common stockholders (in dollars per share) | 0.13 | (1.42) | 0.04 | 0.13 | (0.49) | (0.24) | (0.21) | (0.09) | (1.13) | (1.04) | (0.17) |
Diluted from continuing operations (in dollars per share) | (0.05) | (0.02) | (0.17) | (0.04) | (0.06) | (0.13) | (0.26) | (0.23) | (0.27) | (0.68) | (1.06) |
Diluted from discontinued operations (in dollars per share) | 0.18 | (1.4) | 0.21 | 0.17 | (0.43) | (0.11) | 0.05 | 0.14 | (0.86) | (0.36) | 0.41 |
Diluted attributable to common stockholders (in dollars per share) | $ 0.13 | $ (1.42) | $ 0.04 | $ 0.13 | $ (0.49) | $ (0.24) | $ (0.21) | $ (0.09) | $ (1.13) | $ (1.04) | $ (0.65) |
Held-for-sale | Agricultural Solutions Business | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net income (loss) from discontinued operations | $ (242.9) | $ (103.8) | $ 113.8 | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Estimated impairment loss | $ 74 | $ 376 | $ 160 | $ 450 | $ 0 | $ 0 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reserves against accounts receivable | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ (8.2) | $ (10.9) | $ (6.1) |
(Charges) Income | (0.9) | 2.1 | (2.9) |
Deductions from reserves and other | 1.4 | 0.6 | (1.9) |
Balance at end of period | (7.7) | (8.2) | (10.9) |
Valuation allowances against deferred tax assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | (391.7) | (383.3) | (303.8) |
(Charges) Income | (76.1) | (10.9) | (68.4) |
Deductions from reserves and other | (7.4) | 2.4 | (11) |
Balance at end of period | $ (475.2) | $ (391.7) | $ (383.3) |
Uncategorized Items - esi10-k20
Label | Element | Value |
Preferred Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 2,000,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ 0 |
Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (7,900,000) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 0 |
Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 2,743,100,000 |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ (453,600,000) |
Common Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 287,405,939 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ 2,900,000 |
Accumulated Net Investment Gain (Loss) Including Portion Attributable to Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 0 |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ 4,032,000,000 |
Treasury Stock [Member] | ||
Shares, Outstanding | us-gaap_SharesOutstanding | 6,618 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ (100,000) |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (871,000,000) |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (420,700,000) |
AOCI Attributable to Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 40,800,000 |
Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 116,900,000 |
Accounting Standards Update 2016-01 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (1,300,000) |
Accounting Standards Update 2016-01 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,300,000 |