COVER
COVER - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36272 | ||
Entity Registrant Name | Element Solutions Inc | ||
Entity Incorporation, State | DE | ||
Entity Tax Identification Number | 37-1744899 | ||
Entity Address, Street Address | 500 East Broward Boulevard, Suite 1860 | ||
Entity Address, City | Fort Lauderdale, | ||
Entity Address, State | FL | ||
Entity Address, Postal Zip Code | 33394 | ||
City Area Code | 561 | ||
Local Phone Number | 207-9600 | ||
Title of each class | Common Stock, par value $0.01 per share | ||
Trading symbol(s) | ESI | ||
Name of each exchange on which registered | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 241,359,446 | ||
Entity Public Float | $ 4,050 | ||
Documents Incorporated by Reference | Portions of the Company’s definitive 2023 Proxy Statement are incorporated by reference into Part III of this 2022 Annual Report. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001590714 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Firm ID | 238 |
Auditor Location | Stamford, Connecticut |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 2,549.4 | $ 2,399.8 | $ 1,853.7 |
Cost of sales | 1,596.7 | 1,439 | 1,067.7 |
Gross profit | 952.7 | 960.8 | 786 |
Operating expenses: | |||
Selling, technical, general and administrative | 578.6 | 611.2 | 504.7 |
Research and development | 48.8 | 49.7 | 48.6 |
Total operating expenses | 627.4 | 660.9 | 553.3 |
Operating profit | 325.3 | 299.9 | 232.7 |
Other (expense) income: | |||
Interest expense, net | (51.2) | (54.2) | (63.4) |
Foreign exchange (loss) gain | (5) | 15.8 | (36.5) |
Other income (expense), net | 2.9 | (9.8) | (51.7) |
Total other expense | (53.3) | (48.2) | (151.6) |
Income before income taxes and non-controlling interests | 272 | 251.7 | 81.1 |
Income tax expense | (85.8) | (48.3) | (4.3) |
Net income from continuing operations | 186.2 | 203.4 | 76.8 |
Income (loss) from discontinued operations, net of tax | 1.8 | 0.3 | (1.1) |
Net income | 188 | 203.7 | 75.7 |
Net income attributable to the non-controlling interests | (0.8) | (0.4) | 0 |
Net income attributable to common stockholders | $ 187.2 | $ 203.3 | $ 75.7 |
Earnings (loss) per share | |||
Basic from continuing operations (in dollars per share) | $ 0.75 | $ 0.82 | $ 0.31 |
Basic from discontinued operations (in dollars per share) | 0.01 | 0 | (0.01) |
Basic attributable to common stockholders (in dollars per share) | 0.76 | 0.82 | 0.30 |
Diluted from continuing operations (in dollars per share) | 0.75 | 0.82 | 0.31 |
Diluted from discontinued operations (in dollars per share) | 0.01 | 0 | (0.01) |
Diluted attributable to common stockholders (in dollars per share) | $ 0.76 | $ 0.82 | $ 0.30 |
Weighted average common shares outstanding | |||
Basic (in shares) | 245.1 | 247.4 | 248.8 |
Diluted (in shares) | 245.8 | 247.9 | 249.9 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 188 | $ 203.7 | $ 75.7 |
Foreign currency translation: | |||
Other comprehensive (loss) income before reclassifications, net of tax (benefit) expense of $(6.1), $6.0 and $(15.7) for 2022, 2021 and 2020, respectively | (148.5) | (43.2) | 107.4 |
Total foreign currency translation adjustments | (148.5) | (43.2) | 107.4 |
Pension and post-retirement plans: | |||
Other comprehensive (loss) income before reclassifications, net of tax (benefit) expense of $(1.8), $0.4 and $1.1 for 2022, 2021 and 2020, respectively | (5.2) | 2.9 | 4.4 |
Total pension and post-retirement plans | (5.2) | 2.9 | 4.4 |
Unrealized gain on available-for-sale debt securities: | |||
Other comprehensive gain before reclassifications, net of tax benefit of $0.0 for 2022 | 1.1 | 0 | 0 |
Total unrealized gain on available-for-sale debt securities | 1.1 | 0 | 0 |
Derivative financial instruments: | |||
Other comprehensive income (loss) before reclassifications, net of tax expense of $15.8, $7.8 and $1.6 for 2022, 2021 and 2020, respectively | 48.2 | 6.2 | (40.2) |
Reclassifications, net of tax expense of $0.0 for 2022, 2021 and 2020, respectively | 1.5 | 18.9 | 14.1 |
Total unrealized gain (loss) arising on qualified hedging derivatives | 49.7 | 25.1 | (26.1) |
Other comprehensive (loss) income | (102.9) | (15.2) | 85.7 |
Comprehensive income | 85.1 | 188.5 | 161.4 |
Comprehensive loss attributable to the non-controlling interests | 1.4 | 12.2 | 0 |
Comprehensive income attributable to stockholders | $ 86.5 | $ 200.7 | $ 161.4 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Foreign currency translation: | |||
Before reclassification adjustment, tax | $ (6.1) | $ 6 | $ (15.7) |
Pension and post-retirement plans: | |||
Before reclassification adjustments, tax | (1.8) | 0.4 | 1.1 |
Unrealized gain on available-for-sale debt securities: | |||
Before reclassification adjustments, tax | 0 | ||
Derivative financial instruments: | |||
Before reclassification adjustment, tax | 15.8 | 7.8 | 1.6 |
Reclassification adjustment, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash & cash equivalents | $ 265.6 | $ 330.1 |
Accounts receivable, net of allowance for doubtful accounts of $14.4 and $12.2 at December 31, 2022 and 2021, respectively | 455.8 | 492.2 |
Inventories | 290.7 | 274.4 |
Prepaid expenses | 38.5 | 29.4 |
Other current assets | 138.1 | 88.4 |
Total current assets | 1,188.7 | 1,214.5 |
Property, plant and equipment, net | 277.2 | 278.1 |
Goodwill | 2,412.8 | 2,526.3 |
Intangible assets, net | 805.5 | 956.7 |
Deferred income tax assets | 51.5 | 81.5 |
Other assets | 168 | 81.3 |
Total assets | 4,903.7 | 5,138.4 |
Liabilities and stockholders' equity | ||
Accounts payable | 132.2 | 138.4 |
Current installments of long-term debt | 11.5 | 12.7 |
Accrued expenses and other current liabilities | 200.7 | 264.1 |
Total current liabilities | 344.4 | 415.2 |
Debt | 1,883.8 | 1,894.2 |
Pension and post-retirement benefits | 36.7 | 36.1 |
Deferred income tax liabilities | 121.2 | 140 |
Other liabilities | 168.5 | 152.1 |
Total liabilities | 2,554.6 | 2,637.6 |
Commitments and contingencies (Note $17) | ||
Stockholders' equity | ||
Common stock, 400.0 shares authorized (2022: 265.1 shares issued; 2021: 261.9 shares issued) | 2.7 | 2.6 |
Additional paid-in capital | 4,185.9 | 4,166.6 |
Treasury stock (2022: 24.3 shares; 2021: 15.2 shares) | (334.2) | (159.2) |
Accumulated deficit | (1,223.8) | (1,331.9) |
Accumulated other comprehensive loss | (298.1) | (197.4) |
Total stockholders' equity | 2,332.5 | 2,480.7 |
Non-controlling interests | 16.6 | 20.1 |
Total equity | 2,349.1 | 2,500.8 |
Total liabilities and stockholders' equity | $ 4,903.7 | $ 5,138.4 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Allowance for doubtful accounts | $ 14.4 | $ 12.2 |
Stockholders' equity | ||
Common stock, shares authorized (shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (shares) | 265,100,000 | 261,900,000 |
Treasury shares (shares) | 24,300,000 | 15,200,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 188 | $ 203.7 | $ 75.7 |
Income (loss) from discontinued operations, net of tax | 1.8 | 0.3 | (1.1) |
Net income from continuing operations | 186.2 | 203.4 | 76.8 |
Reconciliations of net income to net cash flows provided by operating activities: | |||
Depreciation and amortization | 161.3 | 163.9 | 161.4 |
Deferred income taxes | 15.1 | (46.7) | (53) |
Foreign exchange loss (gain) | 3.4 | (6.9) | 29.3 |
Incentive stock compensation | 17.7 | 40.1 | 6 |
Other, net | 11.4 | 18 | 61.3 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | 6.4 | (48.7) | (27.3) |
Inventories | (31.2) | (46.5) | 1.4 |
Accounts payable | (0.1) | 16.8 | (5.3) |
Accrued expenses | (33) | 42.6 | 26.1 |
Prepaid expenses and other current assets | (26.6) | (25.1) | (9.6) |
Other assets and liabilities | (14.7) | 15.1 | 8.9 |
Net cash flows provided by operating activities | 295.9 | 326 | 276 |
Cash flows from investing activities: | |||
Capital expenditures | (47.8) | (46.3) | (28.8) |
Proceeds from disposal of property, plant and equipment | 4.8 | 0 | 1.7 |
Acquisitions of businesses, net of cash acquired | (22.6) | (536.5) | (9) |
Other, net | (9.6) | 13.9 | (3.8) |
Net cash flows used in investing activities | (75.2) | (568.9) | (39.9) |
Cash flows from financing activities: | |||
Debt proceeds, net of discount | 0 | 398 | 800 |
Repayments of borrowings | (16.4) | (10) | (807.9) |
Repurchases of common stock | (151) | (19.6) | (55.7) |
Dividends | (78.4) | (61.9) | (12.4) |
Payment of financing fees | (1.9) | (5.1) | (46.2) |
Other, net | (27.9) | (11.4) | (1.4) |
Net cash flows (used in) provided by financing activities | (275.6) | 290 | (123.6) |
Net cash flows provided by (used in) operating activities of discontinued operations | 1.8 | (3.5) | (14.7) |
Effect of exchange rate changes on cash and cash equivalents | (11.4) | (5.4) | 4 |
Net (decrease) increase in cash and cash equivalents | (64.5) | 38.2 | 101.8 |
Cash and cash equivalents at beginning of period | 330.1 | 291.9 | 190.1 |
Cash and cash equivalents at end of period | 265.6 | 330.1 | 291.9 |
Continuing Operations | |||
Supplemental cash flow information: | |||
Cash paid for interest | 46.9 | 50.6 | 51.8 |
Cash paid for income taxes | 66.5 | 71.2 | 66.5 |
Discontinued Operations | |||
Supplemental cash flow information: | |||
Cash paid for income taxes | $ 0 | $ 3.1 | $ 14 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Total Stockholders' Equity | Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Non- controlling Interests |
Increase (Decrease) in Stockholders' | |||||||||
Balance (in shares) | 2,000,000 | ||||||||
Balance at Dec. 31, 2019 | $ 2,219.3 | $ 2,220.9 | $ 0 | $ 2.6 | $ 4,114.2 | $ (78.9) | $ (1,536.5) | $ (280.5) | $ (1.6) |
Balance (in shares) at Dec. 31, 2019 | 2,000,000 | ||||||||
Balance (in shares) at Dec. 31, 2019 | 258,428,333 | ||||||||
Balance (in shares) at Dec. 31, 2019 | 8,277,198 | ||||||||
Increase (Decrease) in Stockholders' | |||||||||
Net income | 75.7 | 75.7 | 75.7 | ||||||
Other comprehensive income (loss), net of taxes | 85.7 | 85.7 | 85.7 | ||||||
Preferred stock conversion | 0 | ||||||||
Preferred stock conversion (in shares) | (2,000,000) | 2,000,000 | |||||||
Issuance of common stock under Employee Stock Purchase Plan | 1.1 | 1.1 | 1.1 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | 116,205 | ||||||||
Repurchases of common stock | (55.7) | (55.7) | $ (55.7) | ||||||
Repurchase of common stock (in shares) | 5,703,279 | ||||||||
Dividends | (12.4) | (12.4) | (12.4) | ||||||
Equity compensation expense | 5.4 | 5.4 | 5.4 | ||||||
Exercise/ vesting of stock-based compensation | (0.9) | (0.9) | 2.2 | $ (3.1) | |||||
Exercise/ vesting of stock based compensation (in shares) | 785,589 | 248,803 | |||||||
Changes in non-controlling interests | (0.1) | (0.1) | |||||||
Balance at Dec. 31, 2020 | 2,318.1 | 2,319.8 | $ 0 | $ 2.6 | 4,122.9 | $ (137.7) | (1,473.2) | (194.8) | (1.7) |
Balance (in shares) at Dec. 31, 2020 | 261,330,127 | ||||||||
Balance (in shares) at Dec. 31, 2020 | 14,229,280 | ||||||||
Increase (Decrease) in Stockholders' | |||||||||
Balance (in shares) | 0 | ||||||||
Balance (in shares) at Dec. 31, 2020 | 0 | ||||||||
Increase (Decrease) in Stockholders' | |||||||||
Net income | 203.7 | 203.3 | 203.3 | 0.4 | |||||
Other comprehensive income (loss), net of taxes | (15.2) | (2.6) | (2.6) | (12.6) | |||||
Issuance of common stock under Employee Stock Purchase Plan | 1.2 | 1.2 | 1.2 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | 72,067 | ||||||||
Repurchases of common stock | (19.6) | (19.6) | $ (19.6) | ||||||
Repurchase of common stock (in shares) | 864,359 | ||||||||
Dividends | (62) | (62) | (62) | ||||||
Equity compensation expense | 40.4 | 40.4 | 40.4 | ||||||
Exercise/ vesting of stock-based compensation | 0.2 | 0.2 | 2.1 | $ (1.9) | |||||
Exercise/ vesting of stock based compensation (in shares) | 535,315 | 101,886 | |||||||
Acquisition of non-controlling interests | 34.2 | 34.2 | |||||||
Changes in non-controlling interests | (0.2) | (0.2) | |||||||
Balance at Dec. 31, 2021 | $ 2,500.8 | 2,480.7 | $ 2.6 | 4,166.6 | $ (159.2) | (1,331.9) | (197.4) | 20.1 | |
Balance (in shares) at Dec. 31, 2021 | 261,937,509 | ||||||||
Balance (in shares) at Dec. 31, 2021 | 15,200,000 | 15,195,525 | |||||||
Increase (Decrease) in Stockholders' | |||||||||
Net income | $ 188 | 187.2 | 187.2 | 0.8 | |||||
Other comprehensive income (loss), net of taxes | (102.9) | (100.7) | (100.7) | (2.2) | |||||
Issuance of common stock under Employee Stock Purchase Plan | 1.3 | 1.3 | 1.3 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | 79,075 | ||||||||
Repurchases of common stock | (151) | (151) | $ (151) | ||||||
Repurchase of common stock (in shares) | 8,042,587 | ||||||||
Dividends | (79.1) | (79.1) | (79.1) | ||||||
Equity compensation expense | 18.1 | 18.1 | 18.1 | ||||||
Exercise/ vesting of stock-based compensation | (23.9) | (23.9) | $ 0.1 | $ (24) | |||||
Exercise/ vesting of stock based compensation (in shares) | 3,045,949 | 1,034,636 | |||||||
Changes in non-controlling interests | (2.2) | (0.1) | (0.1) | (2.1) | |||||
Balance at Dec. 31, 2022 | $ 2,349.1 | $ 2,332.5 | $ 2.7 | $ 4,185.9 | $ (334.2) | $ (1,223.8) | $ (298.1) | $ 16.6 | |
Balance (in shares) at Dec. 31, 2022 | 265,062,533 | ||||||||
Balance (in shares) at Dec. 31, 2022 | 24,300,000 | 24,272,748 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividend price (in dollars per share) | $ 0.32 | $ 0.25 | $ 0.05 |
BACKGROUND AND BASIS OF PRESENT
BACKGROUND AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND BASIS OF PRESENTATION | BACKGROUND AND BASIS OF PRESENTATION Background Element Solutions was incorporated in Delaware in January 2014 and its shares of common stock, par value $0.01 per share, trade on the New York Stock Exchange under the ticker symbol “ESI.” Element Solutions is a leading global specialty chemicals company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in several key industries, including consumer electronics, power electronics, semiconductor fabrication, communications and data storage infrastructure, automotive systems, industrial surface finishing, consumer packaging and offshore energy. Element Solutions businesses provide products that, in substantially all cases, are consumed by customers as part of their production process, providing the Company with reliable and recurring revenue streams as the products are replenished in order to continue production. 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 reportable segments represent businesses for which separate financial information is utilized by the chief operating decision maker for purpose of allocating resources and evaluating performance. Electronics – The Electronics segment researches, formulates and sells specialty chemicals and material process technologies for all types of electronics hardware, from complex printed circuit board designs to advanced semiconductor packaging. In mobile communications, computers, automobiles and aerospace equipment, its products are an integral part of the electronics manufacturing process and the functionality of end-products. The segment's "wet chemistries" for metallization, surface treatments and solderable finishes form the 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 researches, formulates and sells specialty chemicals and material process technologies that enhance surfaces or improve industrial processes in diverse industrial sectors from automotive trim to transcontinental infrastructure and from high-speed printing to high-design faucets. Its products include chemical systems that protect and decorate metal and plastic surfaces; consumable chemicals that enable printing image transfer on flexible packaging materials; and chemistries used in water-based hydraulic control fluids for offshore energy production. These fully consumable products are used in the aerospace, automotive, construction, consumer electronics, consumer packaged goods and oil and gas production end-markets. The segment provides specialty chemical solutions through the following businesses: Industrial Solutions, Graphics Solutions and Energy Solutions. Basis of Presentation The accompanying Consolidated Financial Statements have been 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. In preparing the Consolidated Financial Statements in conformity with GAAP, management uses estimates and assumptions that may 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 and, accordingly, actual results could differ significantly from these estimates and assumptions. In the second quarter of 2022, the Company transferred operational responsibility of its Films business from its Industrial Solutions business within its Industrial & Specialty segment to its Circuitry Solutions business in its Electronics segment. Historical information has been reclassified to include the Films business in the Electronics segment for all periods presented in the Consolidated Financial Statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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 associated with expected credit losses using a combination of factors to reduce trade receivable balances to their estimated net realizable amount. The Company maintains and adjusts its allowance for credit losses based on a variety of factors, including the length of time receivables have been past due under the applicable contractual terms, current and future macroeconomic trends and conditions, significant one-time events such as bankruptcy filings or deterioration in the customer’s operating results or financial position, historical experience and the financial condition of its customers. 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, 2022 and 2021, 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 cost methods. The Company regularly reviews inventories for obsolescence and excess quantities, and calculates reserves based on historical write-offs, customer demand, age of inventory, 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 or product lifecycles differ from expectations. Property, Plant and Equipment, Net – Property, plant and equipment, net is stated at cost less accumulated depreciation. 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 expensed as incurred, while 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 the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. Significant assumptions inherent in the valuation of the intangible assets acquired include the amount and timing of future cash flows, including expected growth rates, profitability and customer attrition rate, and the discount rate applied to the projected cash flows, among other considerations, from the vantage point of a market participant. 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 goodwill. 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 using either a qualitative or quantitative approach. The Company's reporting units are determined based upon its organizational structure in place at the date of the goodwill impairment test. The Company may elect to first assess qualitative factors to determine whether it is more likely than not (greater than 50%) that the fair value of a reporting unit is less than its carrying value. Qualitative factors may include, but are not limited to, economic, market and industry conditions, cost factors, and overall financial performance of the reporting units. If we do not perform a qualitative assessment, or if the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative test. For the quantitative test, the Company tests for impairment by comparing the fair value of a reporting unit to its carrying value. The fair value of a reporting unit is based equally on market multiples and the present value of discounted future cash flows. 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, gross profit, operating expenses 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 based on several key growth 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, size 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. This fair value is analyzed in relation to numerous market and historical factors, including current economic and market conditions, company-specific growth opportunities and guideline company information. As part of the goodwill impairment test in the fourth quarter of 2022, the Company determined that the excess of the fair value of the Graphics Solutions and Energy Solutions reporting units within the Industrial & Specialty segment exceeded their carrying values by approximately 20%. Goodwill assigned to the Graphics Solutions and Energy Solutions reporting units was approximately $217 million and $241 million, respectively, as of December 31, 2022. 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 relationships, 3 to 10 years for developed technologies, 5 to 20 years for trade names and up to 5 years for other intangible assets. 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 or asset group plus net proceeds expected from disposition of the asset or asset group, if any, are less than its carrying value. When an impairment is identified, the carrying value of the asset is reduced to its estimated fair value. Leases – The Company determines if an arrangement is a lease at inception. Right-of-use (or ROU) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The interest rate used to determine the present value of future lease payments is the Company's incremental borrowing rate, as the implicit rate in its leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis for borrowings with similar terms and payments. The Company's leases may include variable payments such as common area maintenance, insurance, real estate taxes, changes in price indices or other costs, which are expensed as incurred. ROU assets also include any lease payments made prior to commencement and are recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. 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. Costs related to environmental contamination treatment and cleanup are charged to expense. 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. Receivables 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." 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 9, 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, including the historical long-term return experience of its plan assets as well as their current and expected allocation and expected long-term rates of return. Expected long-term rates of return are determined 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 and alternative asset classes. The measurement date used to determine pension and other post-retirement benefits is December 31. Derivatives – The Company recognizes all contracts that meet the definition of a derivative as either assets or liabilities in the Consolidated Balance Sheets and measures those instruments at fair value. To designate a derivative for hedge accounting at inception and throughout the hedge period, the Company formally documents the nature and relationships between the 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. If hedge accounting is applied, the effective portion of unrealized gains and losses associated with the derivatives 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 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, accounts payable and debt. The Company believes that the carrying value of its cash and cash equivalents, accounts receivable and accounts payable are representative of their respective fair values because of their short maturities. 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. The Consolidated Statements of Operations 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) gain." Revenue Recognition – The Company recognizes revenue when a customer obtains control of the products it purchased, which occurs upon shipment or delivery, when title or the risks and rewards of ownership have been passed on to the customer, 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, 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 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. The Company expenses incremental costs for obtaining contracts with terms of less than one year. See Note 22, 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 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. Tax benefits are recognized for an uncertain tax position when the Company considers it is more likely than not that the position will be sustained upon examination by a taxing authority or upon completion of the litigation process. For a tax position that meets the more-likely-than-not recognition threshold, the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances and when new information becomes available. Such adjustments are recognized in the period in which they are identified. 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, effected for forfeitures as they occur. The fair value of RSU awards is determined using the closing price of Element Solutions' common stock on the date of grant. The fair value of stock options is determined using the Black-Scholes option pricing model, and inputs in the model include assumptions related to stock price volatility, expected dividend yield and award terms. 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. Earnings Per Share – Basic earnings per share excludes dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per 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 determine fair values are classified based on a three-level hierarchy. The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority and Level 3 having the lowest. The three levels of the fair value hierarchy are as follows: • Level 1 – inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 – inputs are quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in non-active markets; and model-derived valuations whose inputs are observable or whose significant valuation drivers are observable. • Level 3 – inputs to valuation models are unobservable and/or reflect the Company’s market assumptions. The fair value hierarchy is based on maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Classification within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company transfers the fair value of an asset or liability between levels of the fair value hierarchy at the end of the reporting period during which a significant change in the inputs used to determine the fair value has occurred. NAV Practical Expedient is the measure of fair value using the net asset value (or NAV) per share (or its equivalent) as an alternative to the fair value hierarchy discussed above. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTSThere have been no recently adopted accounting pronouncements with a material impact to the Consolidated Financial Statements and there are no recently issued accounting pronouncements not yet adopted that are expected to have a material impact to the Consolidated Financial Statements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS HSO Acquisition On January 26, 2022, the Company completed the HSO Acquisition for approximately $23 million, net of cash. HSO is a multi-national developer of technology and chemistry for decorative and functional surface finishing with a focus on environmentally sustainable products, especially in the field of plating on plastics. HSO is included in the Company's Industrial Solutions business within its Industrial & Specialty segment and was not material to the Consolidated Financial Statements. In connection with this acquisition, the Company recorded approximately $11.7 million of finite-lived intangible assets, primarily customer relationships. Coventya Acquisition On September 1, 2021, the Company completed the Coventya Acquisition for $486 million, net of cash. Coventya is a global provider of specialty chemicals for the surface finishing industry which complements the Company's industrial portfolio. Coventya is included in the Company's Industrial Solutions business within its Industrial & Specialty segment. HKW Acquisition On May 5, 2021, the Company completed the HKW Acquisition for $50.9 million, net of cash. HKW specializes in conformal coatings, encapsulation resins, thermal interface materials, contact lubricants and cleaning chemistry which complements the Company's broader electronics portfolio with many applications overlapping with its semiconductor technologies. HKW is included in the Company's Semiconductor Solutions business within its Electronics segment. The following table summarizes the allocation of the purchase price of the Coventya and HKW Acquisitions (together, the "Acquisitions") to the identified assets acquired and liabilities assumed at the respective acquisition dates: (dollars in millions) Coventya HKW Identifiable assets acquired and liabilities assumed Accounts receivable $ 44.4 $ 10.1 Inventories 37.7 11.2 Other current assets 10.9 2.4 Property, plant and equipment 29.8 6.2 Identifiable intangible assets 213.4 28.7 Other assets 18.3 3.4 Current liabilities (43.0) (21.6) Deferred income taxes (61.3) (7.2) Other long-term liabilities (15.0) (3.2) Non-controlling interests (39.6) — Total identifiable net assets 195.6 30.0 Goodwill 290.0 20.9 Total purchase price $ 485.6 $ 50.9 The purchase price allocation for the Acquisitions was finalized in 2022 resulting in immaterial adjustments to the preliminary allocation disclosed above. The excess of the cost of the Acquisitions over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed was recorded as goodwill and represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. Substantially all of the goodwill recorded in connection with the Acquisitions is not deductible for tax purposes. The fair value of the identifiable intangible assets recorded in conjunction with the Acquisitions was as follows: Coventya HKW (dollars in millions) Fair Value Weighted Average Useful Life (years) Fair Value Weighted Average Useful Life (years) Customer relationships $ 145.0 12 $ 20.8 12 Trade name 8.4 10 1.0 5 Developed technology 60.0 10 6.9 5 Total $ 213.4 11.4 $ 28.7 10.1 The fair value of the identifiable intangible assets was determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows using either the multi-period excess earnings method or the relief-from-royalty method. Some of the more significant assumptions inherent in the development of intangible asset values include the amount and timing of projected future cash flows, the customer attrition rate and the discount rate selected to measure the risks inherent in the future cash flows. The deferred income taxes reflect the tax effect of the differences between the carry-over tax basis and the fair value recorded in purchase accounting that are primarily associated with the recognition of identifiable intangible assets. In connection with the Coventya Acquisition, the Company recorded $39.6 million of non-controlling interests in four entities. The most significant non-controlling interest represents 19.7% of a publicly traded entity in Turkey with a fair value of $32.4 million, which was determined based on the closing market price of this entity's stock on the acquisition date. Net income attributable to non-controlling interests is not material. The Acquisitions were not significant to the Company's Consolidated Financial Statements and, therefore, pro forma and post acquisition results of operations have not been presented. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The major components of inventories, on a net basis, were as follows: December 31, (dollars in millions) 2022 2021 Finished goods $ 164.4 $ 153.3 Work in process 25.9 33.4 Raw materials and supplies 100.4 87.7 Total inventories $ 290.7 $ 274.4 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET The major components of property, plant and equipment, net were as follows: December 31, (dollars in millions) 2022 2021 Land and leasehold improvements $ 52.0 $ 54.8 Buildings and improvements 163.9 162.0 Machinery, equipment, fixtures and software 299.8 290.6 Construction in process 50.3 37.7 Total property, plant and equipment 566.0 545.1 Accumulated depreciation (288.8) (267.0) Property, plant and equipment, net $ 277.2 $ 278.1 For 2022, 2021 and 2020, the Company recorded depreciation expense of $41.6 million, $39.7 million and $42.2 million, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
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: (dollars in millions) Electronics Industrial & Specialty Total Balance at December 31, 2020 $ 1,274.0 $ 978.7 (1) $ 2,252.7 Acquisitions (2) 20.9 290.0 310.9 Foreign currency translation and other (2.7) (34.6) (37.3) Balance at December 31, 2021 1,292.2 1,234.1 2,526.3 HSO Acquisition — 7.1 7.1 Transfer of Films business (3) 80.4 (80.4) — Foreign currency translation and other (68.6) (52.0) (120.6) Balance at December 31, 2022 $ 1,304.0 $ 1,108.8 $ 2,412.8 (1) Includes accumulated impairment losses of $46.6 million. (2) The Company completed the Coventya Acquisition and the HKW Acquisition on September 1, 2021 and May 5, 2021, respectively. (3) Goodwill was reallocated using a relative fair value approach and assessed for impairment both before and after the allocation. See Note 1, Background and Basis of Presentation, to the Consolidated Financial Statements for further information. No impairments of goodwill were recognized during the years ended December 31, 2022, 2021 and 2020. Intangible Assets The major components of intangible assets were as follows: December 31, 2022 December 31, 2021 (dollars in millions) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Customer relationships $ 967.5 $ (434.1) $ 533.4 $ 1,131.3 $ (506.7) $ 624.6 Developed technology 408.9 (277.0) 131.9 429.0 (247.4) 181.6 Trade names 96.0 (23.8) 72.2 102.2 (19.7) 82.5 Indefinite-lived tradename 68.0 — 68.0 68.0 — 68.0 Total $ 1,540.4 $ (734.9) $ 805.5 $ 1,730.5 $ (773.8) $ 956.7 For 2022, 2021 and 2020, the Company recorded amortization expense on intangible assets of $120 million, $124 million and $119 million, respectively. No impairments of indefinite-lived intangible assets were recognized during the years ended December 31, 2022, 2021 and 2020. In March 2020, the Company acquired a new subsea production control fluid designed to complement its Energy Solutions business for a purchase price of $6.3 million in cash, subject to an additional $4.5 million of payments upon the achievement of certain milestones associated with the potential certification and marketing of this product. As the acquisition did not meet the accounting definition of a business and this product was still in development with no alternative future use, the amount paid was expensed to "Research and development" in the Consolidated Statements of Operations. In the fourth quarter of 2020, the contingent milestones were achieved or deemed probable of achievement, and $4.5 million was capitalized with an estimated useful life of 5 years. Estimated future amortization of intangible assets for each of the next five years is as follows: (dollars in millions) Amortization Expense 2023 $ 116.4 2024 107.1 2025 100.9 2026 59.0 2027 57.4 |
LONG-TERM COMPENSATION PLANS
LONG-TERM COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
LONG-TERM COMPENSATION PLANS | LONG-TERM COMPENSATION PLANSIn June 2014, the Company's stockholders adopted the 2013 Plan in connection which a maximum of 15,500,000 shares of common stock were reserved and made available for issuance. For 2022, 2021 and 2020, compensation expense associated with the Company's long-term compensation plans was as follows: Year Ended December 31, (dollars in millions) 2022 2021 2020 Equity classified RSUs $ 17.4 $ 39.6 $ 4.2 Liability classified RSUs — — 0.9 Stock options 0.3 0.5 0.9 Total $ 17.7 $ 40.1 $ 6.0 Unrecognized compensation expense for awards expected to vest $ 19.2 Weighted average remaining vesting period (months) 30 At December 31, 2022, a total of 7,820,000 shares of common stock had been issued, and 4,289,420 RSUs and stock options were outstanding, under the 2013 Plan. Total Equity Classified RSUs Stock Options Outstanding at December 31, 2021 4,589,005 4,195,432 393,573 Granted 2,847,135 2,847,135 — Exercised/Issued (3,045,949) (3,040,166) (5,783) Forfeited (100,771) (100,771) — Outstanding at December 31, 2022 4,289,420 3,901,630 387,790 The total fair value of RSUs which vested during 2022, 2021 and 2020 was $70.8 million, $7.0 million and $9.7 million respectively, based on the stock price on the date of vest. 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) 2022 2,847,135 $ 23.23 51 2021 852,890 $ 18.02 28 2020 1,500,783 $ 11.45 32 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 RSUs with performance vesting conditions also contain provisions for additional share awards in the event certain performance conditions are met at the end of the applicable measurement periods. These conditions are generally based on Adjusted EBITDA, Adjusted earnings per share and cash return on investment. In January 2019, certain key executives were granted performance-based RSUs, which vesting was subject to the achievement by the Company of a performance target of Adjusted earnings per share of $1.36 in any fiscal year ending on or before December 31, 2022, and continuous service. There were 2.3 million of these RSUs outstanding at December 31, 2021 with a weighted-average grant date fair value of $25.1 million. Prior to the second quarter of 2021, the Company did not recognize compensation expense for these awards as the achievement of the performance target was not deemed probable. During the second quarter of 2021, the achievement of the performance target became probable, and the Company recorded $23.9 million and $1.3 million of expense for the years ended December 31, 2021 and 2022, respectively, in "Selling, technical, general and administrative " in the Consolidated Statement of Operations. In February 2022, certain key executives were granted 1.95 million performance-based RSUs with an aggregate fair value of $45.4 million. The vesting of these shares is subject to the achievement by the Company of a performance target of adjusted earnings per share of $2.72 by December 31, 2026, and continuous service. If the performance target is achieved, the actual number of shares vested will be determined by applying a total shareholder return (TSR) multiplier based on the Company's TSR relative to a benchmark index for the performance period. The TSR multiplier will range from 0.85 to 1.15. The Company had not recognized compensation expense for these awards as the achievement of the performance target was not probable at December 31, 2022. At December 31, 2022, the following equity classified RSUs were outstanding: December 31, 2022 Vesting Conditions: Outstanding Weighted Average Remaining Vesting Period (months) Potential Additional Awards Service-based 591,298 10 — Performance-based 1,360,332 13 1,068,475 Performance-based awards deemed not probable 1,950,000 50 — Total 3,901,630 31 1,068,475 Stock Options The Company granted the following qualified and 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 2020 242,334 $ 12.25 $ 4.47 Stock options vest ratably over a three-year period and have contractual lives of ten years from their respective grant dates. The fair value of each stock option grant 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 year ended December 31, 2020: Year Ended December 31, 2020 Weighted average expected term (years) (1) 6.0 Expected volatility (2) 35.5% Risk-free rate (3) 1.45% Expected dividend yield —% (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, 2022, there were no outstanding stock options which were vested and out-of-the-money. There were 333,939 outstanding stock options, which were vested and in-the-money, with an aggregate intrinsic value of $2.2 million, and 53,851 outstanding stock options, which were unvested, with an aggregate intrinsic value of $0.3 million. |
PENSION, POST-RETIREMENT AND PO
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS | PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS For 2022, 2021 and 2020, the net periodic benefit for all plans totaled $2.8 million, $2.1 million and $1.8 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. These 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 92% of plan investments for liability-matching, 6% for long-term growth and 2% for near-term benefit payments. These allocation targets exclude the market value of equity derivatives. The Company believes this strategy is consistent with the long-term nature of plan liabilities and ultimate cash needs of the plan. Plan assets consist primarily of listed stocks, equity security funds, short-term treasury bond mutual funds, long-credit funds and derivatives. The weighted average asset allocation of the plan was 92% fixed income holdings, 6% equity securities and derivatives and 2% cash at December 31, 2022. 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, 2022 and 2021, the projected benefit obligation for this pension plan totaled $169 million and $220 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, 2022 and 2021, the projected benefit obligation for the SERPs totaled $5.9 million and $7.6 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, 2022 and 2021, the projected benefit obligation for these foreign pension plans totaled $19.4 million and $25.5 million, respectively. Certain foreign subsidiaries maintain other 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 $2.5 million and $2.2 million at December 31, 2022 and 2021, respectively, and were recorded in the Consolidated Balance Sheets as "Accrued expenses and other current liabilities" and "Pension and post-retirement benefits." Domestic Defined Benefit Post-Retirement Medical and Dental Plan The Company sponsors defined benefit post-retirement medical and dental plans that covers all of its MacDermid, Incorporated, domestic full-time employees, hired prior to April 1, 1997, who retire after age 55, with at least ten The components of net periodic (benefit)/cost of the Domestic and Foreign Pension Plans and Domestic Post-Retirement Medical Benefits were as follows: Year Ended December 31, 2022 2021 2020 (dollars in millions) Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Service cost $ — $ 0.8 $ — $ 0.7 $ — $ 0.7 Interest cost on the projected benefit obligation 6.3 0.3 5.9 0.2 7.2 0.3 Expected return on plan assets (10.1) (0.2) (9.2) (0.2) (10.1) (0.1) Amortization of actuarial net (gain) loss — (0.1) 0.1 0.1 — — Plan curtailment — — — — — (0.1) Plan settlement — — — 0.1 0.1 (0.1) Net periodic (benefit) cost $ (3.8) $ 0.8 $ (3.2) $ 0.9 $ (2.8) $ 0.7 Post-retirement Medical Benefits Interest cost on the projected benefit obligation $ 0.2 $ 0.2 $ 0.3 Net periodic cost $ 0.2 $ 0.2 $ 0.3 The weighted average key assumptions used to determine the net periodic (benefit)/cost of the Domestic and Foreign Pension Plans and Domestic Post-Retirement Medical Benefits were as follows: Year Ended December 31, 2022 2021 2020 Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Discount rate 2.8% 1.2% 2.5% 0.7% 3.3% 1.0% Rate of compensation increase 3.0% 2.9% 3.0% 2.7% 3.5% 3.1% Interest crediting rate 5.3% 3.1% 5.3% 2.7% 5.3% 2.6% Long-term rate of return on assets 4.8% 3.1% 4.2% 3.6% 5.1% 1.7% Post-retirement Medical Benefits Discount rate 2.9% 2.5% 3.2% 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 2022 2021 2022 2021 (dollars in millions) Domestic Foreign Domestic Foreign Domestic Domestic Change in Projected Benefit Obligation: Beginning of period balance $ 227.3 $ 25.5 $ 238.4 $ 26.1 $ 7.7 $ 8.5 Acquisitions — — — 2.1 — — Service cost — 0.8 — 0.7 — — Interest cost 6.3 0.3 5.9 0.2 0.2 0.2 Actuarial gain due to assumption change (47.5) (4.0) (7.2) (0.7) (1.5) (0.4) Actuarial loss (gain) due to plan experience 0.9 (0.4) 1.0 0.7 (0.1) (0.2) Benefits and expenses paid (11.8) (0.7) (10.8) (0.7) (0.4) (0.4) Settlement — (0.4) — (1.4) — — Foreign currency translation — (1.7) — (1.5) — — End of period balance $ 175.2 $ 19.4 $ 227.3 $ 25.5 $ 5.9 $ 7.7 Change in Plan Assets: Beginning of period balance $ 219.2 $ 4.5 $ 224.2 $ 4.6 $ — $ — Acquisitions — — — 0.2 — — Actual return on plan assets, net of expenses (49.1) — 5.2 0.4 — — Employer contributions 0.4 1.8 0.6 1.5 0.4 0.4 Benefits paid (11.8) (0.7) (10.8) (0.7) (0.4) (0.4) Settlement — (0.4) — (1.4) — — Foreign currency translation — (0.3) — (0.1) — — End of period balance $ 158.7 $ 4.9 $ 219.2 $ 4.5 $ — $ — Funded Status Funded status of plan $ (16.5) $ (14.5) $ (8.1) $ (21.0) $ (5.9) $ (7.7) Supplemental Information: Accumulated benefit obligation $ 175.2 $ 17.2 $ 227.3 $ 22.5 $ 5.9 $ 7.7 Plans with Accumulated Benefit Obligation in excess of Plan Assets: Accumulated benefit obligation $ 175.2 $ 15.3 $ 227.3 $ 22.1 $ 5.9 $ 7.7 Fair value plan assets $ 158.7 $ 2.5 $ 219.2 $ 3.6 $ — $ — Plans with Projected Benefit Obligation in excess of Plan Assets: Projected benefit obligation $ 175.2 $ 19.0 $ 227.3 $ 25.3 $ 5.9 $ 7.7 Fair value plan assets $ 158.7 $ 4.3 $ 219.2 $ 3.9 $ — $ — Weighted average key assumptions used to determine the benefit obligations in the actuarial valuations of the pension and post-retirement benefit liabilities were as follows: Pension and SERP Benefits Post-Retirement Medical Benefits 2022 2021 2022 2021 Domestic Foreign Domestic Foreign Domestic Domestic Discount rate 5.2% 3.5% 2.8% 1.2% 5.1% 2.9% Rate of compensation increase 3.0% 3.2% 3.0% 2.9% N/A N/A Interest crediting rate 5.3% 3.4% 5.3% 3.1% N/A N/A (N/A) Not applicable. Amounts recognized in the Consolidated Balance Sheets and "Accumulated other comprehensive loss" consist of the following: Pension and SERP Benefits Post-Retirement Medical Benefits 2022 2021 2022 2021 (dollars in millions) Domestic Foreign Domestic Foreign Domestic Domestic Balance Sheet Accrued expenses and other current liabilities $ 0.6 $ 0.9 $ 0.9 $ 0.9 $ 0.5 $ 0.5 Pension and post-retirement benefits 15.9 13.6 7.2 20.1 5.4 7.2 Accumulated Other Comprehensive Loss Net actuarial (loss) gain $ (13.1) $ 2.5 $ (0.5) $ (1.7) $ (2.1) $ 0.6 The following table presents the fair value of plan assets: December 31, (dollars in millions) Classification 2022 2021 Asset Category Derivatives Level 2 $ (0.8) $ 4.9 Exchange-traded funds holding domestic securities Level 1 10.7 — Foreign bonds Level 2 1.9 1.9 Mutual funds holding U.S. Treasury securities Level 1 22.2 26.0 Mutual funds holding fixed income securities Level 1 15.4 20.1 U.S. Treasury bonds Level 2 37.4 51.7 Cash and cash equivalents Level 1 5.8 6.1 Sub-Total 92.6 110.7 Assets using net asset value (or NAV) as a practical expedient 71.0 113.0 Total $ 163.6 $ 223.7 Assets using NAV as a practical expedient include commingled funds that are not actively traded or whose underlying investments are valued using observable marketplace inputs. At December 31, 2022, expected future benefit payments related to the Company’s defined benefit plans were as follows: Pension and SERP Benefits Post-Retirement Medical Benefits Total (dollars in millions) Domestic Foreign 2023 $ 12.9 $ 1.2 $ 0.4 $ 14.5 2024 13.0 1.4 0.5 14.9 2025 13.3 1.2 0.5 15.0 2026 13.1 1.3 0.5 14.9 2027 13.4 1.3 0.5 15.2 Subsequent five years 64.3 8.6 2.1 75.0 Total $ 130.0 $ 15.0 $ 4.5 $ 149.5 The measurement date used to determine pension and other post-retirement medical benefits was December 31, 2022, at which time the minimum contribution level for the following year was determined. The Company is not required to make any plan contributions in 2023. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income before income taxes and non-controlling interests was as follows: Year Ended December 31, (dollars in millions) 2022 2021 2020 Domestic $ 125.0 $ 92.0 $ (11.6) Foreign 147.0 159.7 92.7 Total $ 272.0 $ 251.7 $ 81.1 Income tax expense consisted of the following: Year Ended December 31, (dollars in millions) 2022 2021 2020 Current: U.S.: Federal $ 0.6 $ (3.9) $ (0.8) State and local 1.8 2.9 1.3 Foreign 68.3 96.0 56.8 Total current 70.7 95.0 57.3 Deferred: U.S.: Federal 17.5 (1.8) (40.4) State and local 8.3 (30.3) 1.1 Foreign (10.7) (14.6) (13.7) Total deferred 15.1 (46.7) (53.0) Income tax expense $ 85.8 $ 48.3 $ 4.3 Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rate to pre-tax income, as a result of the following: Year Ended December 31, (dollars in millions) 2022 2021 2020 U.S. federal statutory tax rate 21 % 21 % 21 % Taxes computed at U.S. statutory rate $ 57.1 $ 52.9 $ 17.0 State income taxes, net of federal benefit 4.6 5.7 2.1 U.S. tax on foreign operations 3.2 3.9 8.9 Foreign tax on foreign operations 13.0 17.0 7.0 Change in valuation allowances 6.4 (63.6) (4.2) Tax on undistributed foreign earnings 5.9 4.7 4.3 Changes in uncertain tax positions 0.2 29.4 8.2 Changes to U.S. tax law — — (40.4) Other, net (4.6) (1.7) 1.4 Income tax expense $ 85.8 $ 48.3 $ 4.3 Effective tax rate 32 % 19 % 5 % The income tax expense of $85.8 million for the year ended December 31, 2022 includes current and deferred taxes based on jurisdictional earnings, withholding taxes, and the impact of U.S. global intangible low-taxed income ("GILTI") and subpart F income regimes. The income tax expense of $48.3 million for the year ended December 31, 2021 included the impact of a $29.4 million increase to the Company's provision for uncertain tax positions, partially offset by a $63.6 million benefit associated with the release of valuation allowances. The release of valuation allowances related to amounts previously recorded against certain U.S. tax attribute carryforwards, which primarily corresponded to certain state net operating losses and interest. The valuation allowances were released as the Company expects improved profitability in its domestic business and a shift to a three-year cumulative income position. On July 23, 2020, the U.S. Treasury Department released regulations relating to the treatment of income that is subject to a high rate of foreign tax under the U.S. GILTI and subpart F income regimes. On July 28, 2020, new regulations were released related to interest expense limitations. The Company evaluated the impact of these regulations on its Consolidated Financial Statements and during the year ended December 31, 2020 recorded a $40.4 million tax benefit from these regulations related to the 2018 and 2019 tax years producing an increase to the Company's net operating loss carryforwards. The components of deferred income taxes at December 31, 2022 and 2021 were as follows: December 31, (dollars in millions) 2022 2021 Deferred tax assets: Net operating losses $ 98.5 $ 121.7 Interest carryforward 39.4 65.3 Capital loss carryforward 54.2 54.0 Tax credits 32.2 34.5 Employee benefits 18.1 22.2 Research and development costs 28.0 25.1 Accrued liabilities 6.3 7.2 Other 49.6 34.3 Total gross deferred tax assets 326.3 364.3 Valuation allowances (153.2) (151.4) Total deferred tax assets 173.1 212.9 Deferred tax liabilities: Intangible assets 175.6 216.4 Property, plant and equipment 28.1 21.5 Undistributed foreign earnings 28.2 23.7 Goodwill 10.9 9.9 Total deferred tax liabilities 242.8 271.5 Net deferred tax liability $ 69.7 $ 58.6 The Company provides for income and withholding taxes on previously unremitted earnings of foreign subsidiaries. At December 31, 2022, the Company had accrued a deferred tax liability of $28.2 million of income and withholding taxes that would be due upon the distribution of such earnings from non-U.S. subsidiaries to the U.S. The Company had historically considered approximately $130 million of undistributed earnings of foreign subsidiaries to be indefinitely reinvested, and accordingly, no deferred taxes were provided on the balance. In 2022, the Company’s plans and expectations around the use of cash in subsidiaries had shifted. As a result, the prior assertion was changed, and the Company is no longer asserting any of its available foreign earnings are permanently reinvested. The change resulted in a $1.7 million increase to income tax expense for the year ended December 31, 2022. At December 31, 2022, the Company had federal, state and foreign net operating loss carryforwards of approximately $71.3 million, $565 million and $221 million, respectively. The U.S. federal net operating loss carryforwards expire between 2027 and 2037 or may be carried forward indefinitely. The majority of the state net operating loss carryforwards expire between 2023 and 2039. The foreign tax net operating loss carryforwards expire between 2023 through 2037 or may be carried forward indefinitely. In addition, at December 31, 2022, the Company had capital loss carryforwards, foreign tax credits, and other tax credits of approximately $226 million, $27.4 million and $4.9 million, respectively, available for carryforward. The capital loss carryforwards expire in 2024. The carryforward periods of the remaining tax credits range from ten years to an unlimited period of time. If certain changes in the Company's ownership occur, there could be an annual limitation on the amount of utilizable carryforwards. Uncertain Tax Positions The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year Ended December 31, (dollars in millions) 2022 2021 2020 Unrecognized tax benefits at beginning of period $ 106.6 $ 82.5 $ 71.2 Additions based upon prior year tax positions 1.0 22.9 1.8 Additions based on current year tax positions 5.3 8.1 14.5 Reductions for prior period positions (5.7) (4.9) (0.1) Reductions for settlements and payments (1.7) (0.1) (1.1) Reductions due to closed statutes (1.9) (1.0) (4.6) Currency translation adjustment (3.8) (0.9) 0.9 Total unrecognized tax benefits at end of period $ 99.8 $ 106.6 $ 82.5 At December 31, 2022, the Company had $99.8 million of total unrecognized tax benefits, all of which, if recognized, would impact the Company’s effective tax rate. Due to expected settlements and statute of limitations expirations, the Company estimates that $1.1 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 $1.1 million, $2.5 million and $(2.4) million, for 2022, 2021 and 2020, respectively. The Company's liability for interest and penalties totaled $10.7 million and $9.7 million at December 31, 2022 and 2021, respectively. At December 31, 2022, the following tax years remained subject to examination by the major tax jurisdictions indicated below: Major Jurisdictions Open Years China 2017 through current Germany 2017 through current Taiwan 2018/19, 2021 through current United Kingdom 2008, 2019 through current United States 2019 through current The Company is currently undergoing tax examinations in several jurisdictions. Although the Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and made reasonable provisions for taxes ultimately expected to be paid, tax liabilities may need to be adjusted as tax examinations continue to progress. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The Company’s debt obligations consisted of the following: (dollars in millions) Maturity Date Interest Rate December 31, 2022 December 31, 2021 Term Loans (1) 2026 SOFR plus 2.00% $ 1,104.5 $ 1,113.0 Senior Notes - $800 million (2) 2028 3.875% 790.8 789.4 Other — 4.5 Total debt 1,895.3 1,906.9 Less: current installments of long-term debt 11.5 12.7 Total long-term debt $ 1,883.8 $ 1,894.2 (1) Term loans, net of unamortized discounts and debt issuance costs of $9.5 million and $12.6 million at December 31, 2022 and 2021, respectively. The effective interest rate was 1.6% and 2.1% at December 31, 2022 and 2021, respectively, including the effects of interest rate swaps and net investment hedges. See Note 12, Financial Instruments, to the Consolidated Financial Statements for further information regarding the Company's interest rate swaps and net investment hedges. (2) Senior notes, net of unamortized debt issuance costs of $9.2 million and $10.6 million at December 31, 2022 and 2021, respectively. The effective interest rate was 4.1% at both December 31, 2022 and 2021. Minimum future principal payments on long-term debt were as follows: (dollars in millions) 2023 $ 11.5 2024 11.5 2025 11.5 2026 1,079.5 2027 — Thereafter 800.0 Total $ 1,914.0 Credit Agreement The Company is a party to the Credit Agreement, which provides for senior secured credit facilities in an initial aggregate principal amount of $1.53 billion, consisting of term loans B of $1.15 billion maturing in 2026 and an amended revolving credit facility of $375 million maturing in 2027. The amended revolving credit facility, which replaced the Company's prior $330 million revolving facility, was part of an amendment to the Credit Agreement entered into on November 15, 2022. This amendment also provided for amended interest rates and commitment fees applicable to the Company's existing term loans and future borrowings under the revolving facility. In connection with the market transition away from the London Inter-bank Offered Rate (LIBOR), forward-looking rates based on SOFR in lieu of LIBOR were implemented under the Credit Agreement on October 4, 2022. The Company's outstanding term loans bear interest at a per annum rate based on an adjusted one-month SOFR (as described in the Credit Agreement) plus a spread of 2.00%. The Company is required to pay a commitment fee on any undrawn portion of the revolving credit facility which is not material. The obligations of the co-borrowers (the Company and its subsidiary, MacDermid, Incorporated) under the Credit Agreement are guaranteed, jointly and severally, by certain of their domestic subsidiaries and secured by a first-priority security interest in substantially all of their assets and the assets of the guarantors, including mortgages on material real property, subject to certain exceptions. Covenants, Events of Default and Provisions The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the borrowers or any guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions and dispositions. Subject to certain exceptions, to the extent the borrowers have total outstanding borrowings under the revolving credit facility greater than 30% of the commitment amount under the revolving credit facility, the Company's first lien net leverage ratio should not exceed 5.0 to 1.0, subject to a right to cure. The Credit Agreement requires the borrowers to make mandatory prepayments of borrowings, subject to certain exceptions, as described in the Credit Agreement. In addition, the 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 Credit Agreement may be accelerated and the lenders could foreclose on their security interests in the assets of the borrowers and the guarantors. At December 31, 2022, the Company was in compliance with the debt covenants contained in the Credit Agreement and had full availability of its unused borrowing capacity of $369 million, net of letters of credit, under the revolving credit facility. Senior Notes 3.875% USD Notes due 2028 The indenture governing the 3.875% USD Notes due 2028 provides for, among other things, customary affirmative and negative covenants, events of default and other customary provisions. The notes accrue interest at a rate of 3.875% per annum, payable semi-annually in arrears, on March 1 and September 1 of each year, and will mature on September 1, 2028, unless earlier repurchased or redeemed. Pursuant to the indenture, the Company has the option to redeem the 3.875% USD Notes due 2028 prior to their maturity, subject to, in certain cases, the payment of an applicable make-whole premium, or to repurchase them by any means other than a redemption, including by tender offer, open market purchases or negotiated transactions. The 3.875% USD Notes due 2028 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 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, 2022 and 2021, respectively, there were no amounts outstanding under such facilities. The Company had letters of credit outstanding of $6.0 million and $5.9 million at December 31, 2022 and 2021, respectively, of which $6.0 million and $5.5 million at December 31, 2022 and 2021, respectively, reduced the borrowings available under the various facilities. At December 31, 2022 and 2021, the availability under these facilities totaled approximately $391 million and $354 million, respectively, net of outstanding letters of credit. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
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 interest rates, foreign currency exchange rates and commodity prices. Derivative financial instruments, such as interest rate swaps, net investment hedges, foreign currency exchange forward contracts and commodities derivative contracts are used to manage the risks associated with changes in the conditions of those markets. All derivatives are recognized in the Consolidated Balance Sheets at fair value. The counterparties to the Company’s derivative agreements are primarily major international financial institutions. The Company continually monitors its derivative positions and the credit ratings of its counterparties and does not anticipate nonperformance on their part. Interest Rate and Cross-Currency Swaps The Company uses interest rate swaps and cross-currency swaps to reduce its exposure to interest rate risk and foreign currency risk. The Company has designated the interest rate swaps as cash flow hedges and the cross-currency swaps as net investment hedges. The proceeds from these contracts are reflected as "Cash flows from operating activities" in the Consolidated Statement of Cash Flows. Changes in the fair value of interest rate swaps are recorded in "Accumulated other comprehensive loss" and reclassified to "Interest expense, net" in the Consolidated Statements of Operations as the underlying hedged item affects earnings. Changes in the fair value of cross-currency swaps are recorded in "Foreign currency translation" in "Accumulated other comprehensive loss." These cross-currency swaps effectively convert the Company's term loans under the Credit Agreement, which are U.S. dollar denominated debt obligations, into fixed-rate euro-denominated debt through the expiration of the swaps. In 2021, the Company entered into interest rate swaps (as amended on October 24, 2022 in connection with the term loan transition to SOFR) to effectively fix the floating rate of the interest payments associated with the $400 million Add-on Term Loans through January 2025. These contracts were designated as a cash flow hedge. The Company also entered into cross-currency swaps, as amended on April 1, 2022, to effectively convert the $400 million Add-on Term Loans, which are U.S. dollar denominated debt obligations, into fixed-rate euro-denominated debt through January 2025. The Company designated these contracts as a net investment hedge of the foreign currency exposure of a portion of its net investment in certain euro functional subsidiaries. These interest rate swaps and cross-currency swaps expire in January 2025. In 2019, the Company entered into interest rate swaps (as amended on October 24, 2022 in connection with the term loan transition to SOFR) to effectively fix the floating rate of the interest payments associated with the initial $750 million term loans under the Credit Agreement through January 2024. These contracts were designated as a cash flow hedge. The Company also entered into cross-currency swaps to effectively convert the $750 million term loans, which are U.S. dollar denominated debt obligations, into fixed-rate euro-denominated debt through January 2024. The Company designated these contracts as a net investment hedge of the foreign currency exposure of a portion of its net investment in certain euro functional subsidiaries. These interest rate swaps and cross-currency swaps expire in January 2024. The net result of the above hedges is an interest rate of approximately 1.6% at December 31, 2022, which could vary in the future due to changes in the euro and the U.S. dollar exchange rate. The fair value of the interest rate swaps was a net asset of $47.3 million at December 31, 2022 and a net liability of $18.1 million at December 31, 2021. The fair value of the cross-currency swaps was a net asset of $70.4 million and $25.2 million at December 31, 2022 and 2021, respectively. During 2022 and 2021, these interest rate swaps and cross-currency swaps were deemed highly effective. The Company expects to reclassify a benefit of $32.7 million from "Accumulated other comprehensive loss" to "Interest expense, net" in the Consolidated Statements of Operations within the next twelve months. Foreign Currency The Company conducts a significant portion of its business in currencies other than the U.S. dollar and certain subsidiaries conduct business in currencies other than their functional currency, which is typically their local currency. As a result, the Company’s operating results are impacted by foreign currency exchange rate volatility. At December 31, 2022, the Company held foreign currency forward contracts to purchase and sell various currencies to mitigate foreign currency exposure, primarily with the U.S. dollar and British pound. 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, 2022 and 2021 was approximately $105 million and $64.6 million, respectively, with settlement dates generally within one year. The fair value of the foreign currency forward contracts was a net current liability of $0.3 million and a $0.1 million at December 31, 2022 and 2021, respectively. Commodities As part of its risk management policy, the Company enters into commodity derivative 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 derivative contracts to purchase and sell various metals, primarily tin and silver, for a notional amount of $45.7 million and $56.1 million at December 31, 2022 and 2021, respectively. The fair value of the metals derivative contracts was a net current liability of $2.5 million and $1.1 million at December 31, 2022 and 2021, respectively. Substantially all contracts outstanding at December 31, 2022 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." Realized gains and losses on derivative contracts are accounted for in the Consolidated Statements of Cash Flows as "Operating activities." Fair Value Measurements The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis: December 31, (dollars in millions) Balance sheet location Classification 2022 2021 Asset Category Foreign exchange contracts Other current assets Level 2 $ 0.2 $ 0.1 Metals contracts Other current assets Level 2 2.5 1.2 Interest rate swaps Other current assets Level 2 32.7 — Cross-currency swaps Other current assets Level 2 26.1 22.2 Interest rate swaps Other assets Level 2 14.6 6.6 Cross-currency swaps Other assets Level 2 44.3 5.8 Available-for-sale debt securities Other assets Level 3 11.5 — Total $ 131.9 $ 35.9 Liability Category Foreign exchange contracts Accrued expenses and other current liabilities Level 2 $ 0.5 $ 0.2 Metals contracts Accrued expenses and other current liabilities Level 2 5.0 2.3 Interest rate swaps Accrued expenses and other current liabilities Level 2 — 15.1 Interest rate swaps Other liabilities Level 2 — 9.6 Cross-currency swaps Other liabilities Level 2 — 2.8 Total $ 5.5 $ 30.0 The fair values of Level 1 and Level 2 derivative assets and liabilities 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. Level 3 investments are valued using a probability weighted methodology based on possible outcomes of potential liquidity events. Significant assumptions include the enterprise valuation, the timing and type of liquidation events and the risk-free interest rate. There were no significant transfers of financial instruments between the fair value hierarchy levels during 2022. The carrying value and estimated fair value of the Company’s long-term debt totaled $1.90 billion and $1.80 billion, respectively, at December 31, 2022. At December 31, 2021, the carrying value and estimated fair value totaled $1.90 billion and $1.93 billion, respectively. The carrying values noted above include unamortized discounts and debt issuance costs. The estimated fair value of long-term debt is measured using quoted market prices for similar instruments at the reporting date multiplied by the gross carrying amount of the related debt, which excludes unamortized discounts and debt issuance costs. Such instruments are valued using Level 2 inputs. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Repurchases of Common Stock During 2022, as part of its stock repurchase program, the Company repurchased approximately 8.0 million shares of its common stock for approximately $151 million. The repurchases were funded from cash on hand and allocated to treasury shares. The remaining authorization under the Company's stock repurchase program was approximately $581 million at December 31, 2022. Shares withheld by the Company to satisfy tax withholding requirements related to the vesting of RSUs are not considered share repurchases under the stock repurchase program. During 2022, the Company withheld approximately 1.0 million shares in connection with vesting events for a value of approximately $24.0 million, which is included in "Other, net" in the Consolidated Statements of Cash Flows as a cash outflow from financing activities. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 12 Months Ended |
Dec. 31, 2022 | |
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 2022, 2021 and 2020 were as follows: (dollars in millions) Foreign Currency Translation Adjustments Pension and Post-retirement Plans Unrealized Gain on Available-for-Sale Debt Securities Derivative Financial Instrument Revaluation Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2019 $ (246.2) $ (7.6) $ — $ (26.7) $ (280.5) Other comprehensive income (loss) before reclassifications, net 107.4 4.4 — (40.2) 71.6 Reclassifications, pretax — — — 14.1 14.1 Balance at December 31, 2020 (138.8) (3.2) — (52.8) (194.8) Other comprehensive (loss) income before reclassifications, net (30.6) 2.9 — 6.2 (21.5) Reclassifications, pretax — — — 18.9 18.9 Balance at December 31, 2021 (169.4) (0.3) — (27.7) (197.4) Other comprehensive (loss) income before reclassifications, net (146.3) (5.2) 1.1 48.2 (102.2) Reclassifications, pretax — — 1.5 1.5 Balance at December 31, 2022 $ (315.7) $ (5.5) $ 1.1 $ 22.0 $ (298.1) |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE A computation of weighted average shares of the Company's common stock outstanding and earnings per share from continuing operations for 2022, 2021 and 2020 is as follows: Year Ended December 31, (dollars in millions, except per share amounts) 2022 2021 2020 Net income $ 186.2 $ 203.4 $ 76.8 Net income attributable to the non-controlling interests (0.8) (0.4) — Net income attributable to common stockholders $ 185.4 $ 203.0 $ 76.8 Basic weighted average common shares outstanding 245.1 247.4 248.8 Denominator adjustments for diluted EPS: Number of shares issuable upon conversion of Series A Preferred Stock — — 0.3 Number of stock options and RSUs 0.7 0.5 0.8 Denominator adjustments for diluted EPS 0.7 0.5 1.1 Diluted weighted average common shares outstanding 245.8 247.9 249.9 Earnings per share from continuing operations attributable to common stockholders: Basic $ 0.75 $ 0.82 $ 0.31 Diluted $ 0.75 $ 0.82 $ 0.31 For 2022, 2021 and 2020, the following securities were not included in the computation of diluted shares outstanding because either the effect would be anti-dilutive or the applicable performance targets were not yet met: Year Ended December 31, (amounts in millions) 2022 2021 2020 Shares issuable upon vesting of RSUs and exercise of stock options 3.6 3.7 4.1 Total shares excluded 3.6 3.7 4.1 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company primarily has operating lease agreements for certain land, office space, warehouse space and equipment. The following table presents the Company’s ROU assets and lease liabilities: December 31, (dollars in millions) Balance sheet location 2022 2021 Asset Category ROU assets Other assets $ 85.1 $ 60.2 Total $ 85.1 $ 60.2 Liability Category Current lease liabilities Accrued expenses and other current liabilities $ 15.9 $ 18.7 Non-current lease liabilities Other liabilities 71.4 42.1 Total $ 87.3 $ 60.8 Operating lease expense totaled $26.2 million, $24.3 million and $20.9 million for 2022, 2021 and 2020, respectively. Year Ended December 31, (dollars in millions) 2022 2021 2020 Supplemental Information for Operating Leases Operating cash payments for operating leases $ 19.8 $ 20.8 $ 19.1 ROU assets obtained in exchange for operating lease obligations $ 40.3 $ 22.5 $ 12.3 Weighted average remaining lease term 10 years 6 years 6 years Weighted average discount rate 3.5% 3.5% 4.8% Maturities of operating lease liabilities at December 31, 2022 were as follows: (dollars in millions) 2023 $ 18.6 2024 12.4 2025 10.1 2026 9.2 2027 6.9 Thereafter 47.6 Total future minimum lease payments 104.8 Less: imputed interest (17.5) Present value of lease liabilities $ 87.3 |
CONTINGENCIES, ENVIRONMENTAL AN
CONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS | 12 Months Ended |
Dec. 31, 2022 | |
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 current and former plants and waste management sites. At certain of these sites, the Company engages or participates in remedial and other environmental compliance activities. At other sites, the Company 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. After analyzing 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, 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 As of the date hereof, the Company believes it is not practicable to provide an estimated range of reasonably possible environmental losses in excess of its recorded liabilities. As a result, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact that may be associated with 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSThe 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 of $3.0 million and reimbursement for expenses. This agreement is automatically renewed for successive one-year terms unless either party notifies the other in writing of its intention not to renew no later than 90 days prior to the expiration of the applicable term. Amounts paid under this agreement are recorded in the Consolidated Statements of Operations as "Selling, technical, general and administrative" expense. |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended |
Dec. 31, 2022 | |
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, (dollars in millions) 2022 2021 2020 Electronics $ 3.3 $ 4.3 $ 3.2 Industrial & Specialty 6.2 7.4 3.1 Total $ 9.5 $ 11.7 $ 6.3 At December 31, 2022 and 2021, the Company's restructuring liabilities were not material. |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2022 | |
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, (dollars in millions) 2022 2021 2020 Loss on debt extinguishment $ — $ — $ (45.7) Loss on derivative contracts (0.2) (15.7) (9.0) Other income, net 3.1 5.9 3.0 Total $ 2.9 $ (9.8) $ (51.7) |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
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, (dollars in millions) 2022 2021 Accrued salaries, wages and employee benefits $ 57.0 $ 105.6 Accrued taxes (income and non-income) 59.8 50.0 Accrued interest 10.6 10.6 Derivative liabilities 5.5 17.6 Lease liabilities 15.9 18.7 Other current liabilities 51.9 61.6 Total $ 200.7 $ 264.1 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company's operations are organized into two reportable segments: Electronics and Industrial & Specialty. These segments represent businesses for which separate financial information is utilized by the chief operating decision maker for purposes of allocating resources and evaluating performance. See Note 1, Background and Basis of Presentation , to the Consolidated Financial Statements for information about the transfer of the Company's Films business from Industrial & Specialty.to Electronics in the second quarter of 2022. 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 EBITDA, as further adjusted for additional items included in earnings which the Company believes are not representative or indicative of each of its segments' ongoing business, including unrealized gains/losses on metals derivative contracts, or are considered to be associated with the Company's capital structure. Adjusted EBITDA for each segment also includes an allocation of corporate costs, such as compensation expense and professional fees. Results of Operations The following table summarizes financial information regarding each reportable segment’s results of operations, including disaggregated external net sales by product category: Year Ended December 31, (dollars in millions) 2022 2021 2020 Net Sales: Electronics Assembly Solutions $ 839.4 $ 824.2 $ 571.7 Circuitry Solutions 496.5 503.7 441.1 Semiconductor Solutions 268.2 254.6 199.4 Total Electronics 1,604.1 1,582.5 1,212.2 Industrial & Specialty Industrial Solutions 728.3 599.7 432.9 Graphics Solutions 150.1 155.5 143.6 Energy Solutions 66.9 62.1 65.0 Total Industrial & Specialty 945.3 817.3 641.5 Total net sales $ 2,549.4 $ 2,399.8 $ 1,853.7 Adjusted EBITDA: Electronics $ 362.1 $ 372.0 $ 291.9 Industrial & Specialty 164.5 152.8 131.4 Total Adjusted EBITDA $ 526.6 $ 524.8 $ 423.3 The following table reconciles "Net income attributable to common stockholders" to Adjusted EBITDA: Year Ended December 31, (dollars in millions) 2022 2021 2020 Net income attributable to common stockholders $ 187.2 $ 203.3 $ 75.7 Add (subtract): Net income attributable to the non-controlling interests 0.8 0.4 — (Income) loss from discontinued operations, net of tax (1.8) (0.3) 1.1 Income tax expense 85.8 48.3 4.3 Interest expense, net 51.2 54.2 63.4 Depreciation expense 41.6 39.7 42.2 Amortization expense 119.7 124.2 119.2 EBITDA 484.5 469.8 305.9 Adjustments to reconcile to Adjusted EBITDA: Restructuring expense 9.5 11.7 6.3 Inventory step-up 0.5 12.9 2.4 Acquisition and integration expense 10.6 14.2 12.3 Foreign exchange loss (gain) on internal debt 7.8 (16.6) 35.4 Debt refinancing costs — — 45.7 Foundation contributions — — 5.0 Unrealized loss (gain) on metals derivative contracts 1.3 (0.1) 0.7 Adjustment of stock compensation previously not probable (Note 8) 1.3 23.9 — Other, net 11.1 9.0 9.6 Adjusted EBITDA $ 526.6 $ 524.8 $ 423.3 Net Sales by Major Country A major country is defined as one in which total net sales represented 10% or more of the Company's total consolidated net sales in any of the years presented. Year Ended December 31, (dollars in millions) 2022 2021 2020 United States $ 645.3 $ 585.0 $ 485.3 China 498.1 486.5 347.9 Other countries 1,406.0 1,328.3 1,020.5 Total $ 2,549.4 $ 2,399.8 $ 1,853.7 Long-Lived Assets by Major Country A major country is defined as one with long-lived assets greater than 10% of the Company's total long-lived assets, net in any of the years presented. Long-lived assets represent property, plant and equipment, net. December 31, (dollars in millions) 2022 2021 United States $ 89.7 $ 87.9 China 42.3 44.5 Other countries 145.2 145.7 Total $ 277.2 $ 278.1 Assets by Reportable Segment Total assets by reportable segment at December 31, 2022 and 2021 are not presented as they are not utilized for purposes of allocating resources and evaluating performance. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts and Reserves | Valuation and Qualifying Accounts and Reserves (dollars 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: 2022 $ (12.2) $ (3.2) $ 1.0 $ (14.4) 2021 (9.7) (2.3) (0.2) (12.2) 2020 (8.8) (2.0) 1.1 (9.7) (dollars in millions) Balance at (Charges) Income Deductions from (increases to) reserves and other (1) Balance at Valuation allowances against deferred tax assets: 2022 $ (151.4) $ 5.1 $ (6.9) $ (153.2) 2021 (199.1) 57.9 (10.2) (151.4) 2020 (219.6) 25.2 (4.7) (199.1) (1) Other activity consists primarily of currency translation effects. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | The accompanying Consolidated Financial Statements have been 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 may 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 and, accordingly, actual results could differ significantly from these estimates and assumptions. In the second quarter of 2022, the Company transferred operational responsibility of its Films business from its Industrial Solutions business within its Industrial & Specialty segment to its Circuitry Solutions business in its Electronics segment. Historical information has been reclassified to include the Films business in the Electronics segment for all periods presented in the Consolidated Financial Statements. |
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 associated with expected credit losses using a combination of factors to reduce trade receivable balances to their estimated net realizable amount. The Company maintains and adjusts its allowance for credit losses based on a variety of factors, including the length of time receivables have been past due under the applicable contractual terms, current and future macroeconomic trends and conditions, significant one-time events such as bankruptcy filings or deterioration in the customer’s operating results or financial position, historical experience and the financial condition of its customers. 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 cost methods. The Company regularly reviews inventories for obsolescence and excess quantities, and calculates reserves based on historical write-offs, customer demand, age of inventory, 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 or product lifecycles differ from expectations. |
Property, Plant and Equipment, Net | Property, plant and equipment, net is stated at cost less accumulated depreciation. 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 expensed as incurred, while 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 the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. Significant assumptions inherent in the valuation of the intangible assets acquired include the amount and timing of future cash flows, including expected growth rates, profitability and customer attrition rate, and the discount rate applied to the projected cash flows, among other considerations, from the vantage point of a market participant. 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 goodwill. |
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 using either a qualitative or quantitative approach. The Company's reporting units are determined based upon its organizational structure in place at the date of the goodwill impairment test. The Company may elect to first assess qualitative factors to determine whether it is more likely than not (greater than 50%) that the fair value of a reporting unit is less than its carrying value. Qualitative factors may include, but are not limited to, economic, market and industry conditions, cost factors, and overall financial performance of the reporting units. If we do not perform a qualitative assessment, or if the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative test. For the quantitative test, the Company tests for impairment by comparing the fair value of a reporting unit to its carrying value. The fair value of a reporting unit is based equally on market multiples and the present value of discounted future cash flows. 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, gross profit, operating expenses 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 based on several key growth 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, size 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. This fair value is analyzed in relation to numerous market and historical factors, including current economic and market conditions, company-specific growth opportunities and guideline company information. As part of the goodwill impairment test in the fourth quarter of 2022, the Company determined that the excess of the fair value of the Graphics Solutions and Energy Solutions reporting units within the Industrial & Specialty segment exceeded their carrying values by approximately 20%. Goodwill assigned to the Graphics Solutions and Energy Solutions reporting units was approximately $217 million and $241 million, respectively, as of December 31, 2022. |
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 relationships, 3 to 10 years for developed technologies, 5 to 20 years for trade names and up to 5 years for other intangible assets. 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 or asset group plus net proceeds expected from disposition of the asset or asset group, if any, are less than its carrying value. When an impairment is identified, the carrying value of the asset is reduced to its estimated fair value. |
Leases | The Company determines if an arrangement is a lease at inception. Right-of-use (or ROU) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The interest rate used to determine the present value of future lease payments is the Company's incremental borrowing rate, as the implicit rate in its leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis for borrowings with similar terms and payments. The Company's leases may include variable payments such as common area maintenance, insurance, real estate taxes, changes in price indices or other costs, which are expensed as incurred. ROU assets also include any lease payments made prior to commencement and are recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. |
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. Costs related to environmental contamination treatment and cleanup are charged to expense. 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. Receivables 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." |
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 9, 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 recognizes all contracts that meet the definition of a derivative as either assets or liabilities in the Consolidated Balance Sheets and measures those instruments at fair value. To designate a derivative for hedge accounting at inception and throughout the hedge period, the Company formally documents the nature and relationships between the 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.If hedge accounting is applied, the effective portion of unrealized gains and losses associated with the derivatives 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 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, accounts payable and debt. The Company believes that the carrying value of its cash and cash equivalents, accounts receivable and accounts payable are representative of their respective fair values because of their short maturities. |
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. The Consolidated Statements of Operations 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) gain." |
Revenue Recognition | The Company recognizes revenue when a customer obtains control of the products it purchased, which occurs upon shipment or delivery, when title or the risks and rewards of ownership have been passed on to the customer, 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, 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 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. The Company expenses incremental costs for obtaining contracts with terms of less than one year. |
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 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.Tax benefits are recognized for an uncertain tax position when the Company considers it is more likely than not that the position will be sustained upon examination by a taxing authority or upon completion of the litigation process. For a tax position that meets the more-likely-than-not recognition threshold, the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances and when new information becomes available. Such adjustments are recognized in the period in which they are identified. |
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, effected for forfeitures as they occur. The fair value of RSU awards is determined using the closing price of Element Solutions' common stock on the date of grant. The fair value of stock options is determined using the Black-Scholes option pricing model, and inputs in the model include assumptions related to stock price volatility, expected dividend yield and award terms. 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. |
Earnings Per Share | Basic earnings per share excludes dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per 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 determine fair values are classified based on a three-level hierarchy. The basis for fair value measurements for each level within the hierarchy is described below, with Level 1 having the highest priority and Level 3 having the lowest. The three levels of the fair value hierarchy are as follows: • Level 1 – inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 – inputs are quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in non-active markets; and model-derived valuations whose inputs are observable or whose significant valuation drivers are observable. • Level 3 – inputs to valuation models are unobservable and/or reflect the Company’s market assumptions. The fair value hierarchy is based on maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Classification within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company transfers the fair value of an asset or liability between levels of the fair value hierarchy at the end of the reporting period during which a significant change in the inputs used to determine the fair value has occurred. NAV Practical Expedient is the measure of fair value using the net asset value (or NAV) per share (or its equivalent) as an alternative to the fair value hierarchy discussed above. |
Recently Adopted Accounting Pronouncements | There have been no recently adopted accounting pronouncements with a material impact to the Consolidated Financial Statements and there are no recently issued accounting pronouncements not yet adopted that are expected to have a material impact to the Consolidated Financial Statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 The major components of property, plant and equipment, net were as follows: December 31, (dollars in millions) 2022 2021 Land and leasehold improvements $ 52.0 $ 54.8 Buildings and improvements 163.9 162.0 Machinery, equipment, fixtures and software 299.8 290.6 Construction in process 50.3 37.7 Total property, plant and equipment 566.0 545.1 Accumulated depreciation (288.8) (267.0) Property, plant and equipment, net $ 277.2 $ 278.1 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of recognized identified assets acquired and liabilities assumed | The following table summarizes the allocation of the purchase price of the Coventya and HKW Acquisitions (together, the "Acquisitions") to the identified assets acquired and liabilities assumed at the respective acquisition dates: (dollars in millions) Coventya HKW Identifiable assets acquired and liabilities assumed Accounts receivable $ 44.4 $ 10.1 Inventories 37.7 11.2 Other current assets 10.9 2.4 Property, plant and equipment 29.8 6.2 Identifiable intangible assets 213.4 28.7 Other assets 18.3 3.4 Current liabilities (43.0) (21.6) Deferred income taxes (61.3) (7.2) Other long-term liabilities (15.0) (3.2) Non-controlling interests (39.6) — Total identifiable net assets 195.6 30.0 Goodwill 290.0 20.9 Total purchase price $ 485.6 $ 50.9 |
Schedule of acquired finite-lived intangible assets by major class | The fair value of the identifiable intangible assets recorded in conjunction with the Acquisitions was as follows: Coventya HKW (dollars in millions) Fair Value Weighted Average Useful Life (years) Fair Value Weighted Average Useful Life (years) Customer relationships $ 145.0 12 $ 20.8 12 Trade name 8.4 10 1.0 5 Developed technology 60.0 10 6.9 5 Total $ 213.4 11.4 $ 28.7 10.1 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Major components of inventories | The major components of inventories, on a net basis, were as follows: December 31, (dollars in millions) 2022 2021 Finished goods $ 164.4 $ 153.3 Work in process 25.9 33.4 Raw materials and supplies 100.4 87.7 Total inventories $ 290.7 $ 274.4 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Major components of property, plant, and equipment, net | 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 The major components of property, plant and equipment, net were as follows: December 31, (dollars in millions) 2022 2021 Land and leasehold improvements $ 52.0 $ 54.8 Buildings and improvements 163.9 162.0 Machinery, equipment, fixtures and software 299.8 290.6 Construction in process 50.3 37.7 Total property, plant and equipment 566.0 545.1 Accumulated depreciation (288.8) (267.0) Property, plant and equipment, net $ 277.2 $ 278.1 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill by segment | The changes in the carrying amount of goodwill by segment were as follows: (dollars in millions) Electronics Industrial & Specialty Total Balance at December 31, 2020 $ 1,274.0 $ 978.7 (1) $ 2,252.7 Acquisitions (2) 20.9 290.0 310.9 Foreign currency translation and other (2.7) (34.6) (37.3) Balance at December 31, 2021 1,292.2 1,234.1 2,526.3 HSO Acquisition — 7.1 7.1 Transfer of Films business (3) 80.4 (80.4) — Foreign currency translation and other (68.6) (52.0) (120.6) Balance at December 31, 2022 $ 1,304.0 $ 1,108.8 $ 2,412.8 (1) Includes accumulated impairment losses of $46.6 million. (2) The Company completed the Coventya Acquisition and the HKW Acquisition on September 1, 2021 and May 5, 2021, respectively. (3) Goodwill was reallocated using a relative fair value approach and assessed for impairment both before and after the allocation. See Note 1, Background and Basis of Presentation, to the Consolidated Financial Statements for further information. |
Schedule of finite-lived intangible assets subject to amortization | The major components of intangible assets were as follows: December 31, 2022 December 31, 2021 (dollars in millions) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Customer relationships $ 967.5 $ (434.1) $ 533.4 $ 1,131.3 $ (506.7) $ 624.6 Developed technology 408.9 (277.0) 131.9 429.0 (247.4) 181.6 Trade names 96.0 (23.8) 72.2 102.2 (19.7) 82.5 Indefinite-lived tradename 68.0 — 68.0 68.0 — 68.0 Total $ 1,540.4 $ (734.9) $ 805.5 $ 1,730.5 $ (773.8) $ 956.7 |
Schedule of estimated future amortization of intangible assets | Estimated future amortization of intangible assets for each of the next five years is as follows: (dollars in millions) Amortization Expense 2023 $ 116.4 2024 107.1 2025 100.9 2026 59.0 2027 57.4 |
LONG-TERM COMPENSATION PLANS (T
LONG-TERM COMPENSATION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of compensation expense | For 2022, 2021 and 2020, compensation expense associated with the Company's long-term compensation plans was as follows: Year Ended December 31, (dollars in millions) 2022 2021 2020 Equity classified RSUs $ 17.4 $ 39.6 $ 4.2 Liability classified RSUs — — 0.9 Stock options 0.3 0.5 0.9 Total $ 17.7 $ 40.1 $ 6.0 Unrecognized compensation expense for awards expected to vest $ 19.2 Weighted average remaining vesting period (months) 30 |
Restricted stock unit award activity in payment awards | At December 31, 2022, a total of 7,820,000 shares of common stock had been issued, and 4,289,420 RSUs and stock options were outstanding, under the 2013 Plan. Total Equity Classified RSUs Stock Options Outstanding at December 31, 2021 4,589,005 4,195,432 393,573 Granted 2,847,135 2,847,135 — Exercised/Issued (3,045,949) (3,040,166) (5,783) Forfeited (100,771) (100,771) — Outstanding at December 31, 2022 4,289,420 3,901,630 387,790 |
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) 2022 2,847,135 $ 23.23 51 2021 852,890 $ 18.02 28 2020 1,500,783 $ 11.45 32 |
Schedule of RSUs outstanding | At December 31, 2022, the following equity classified RSUs were outstanding: December 31, 2022 Vesting Conditions: Outstanding Weighted Average Remaining Vesting Period (months) Potential Additional Awards Service-based 591,298 10 — Performance-based 1,360,332 13 1,068,475 Performance-based awards deemed not probable 1,950,000 50 — Total 3,901,630 31 1,068,475 |
Schedule of qualified and non-qualified stock options | The Company granted the following qualified and 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 2020 242,334 $ 12.25 $ 4.47 |
Schedule of range of assumptions used in valuing stock options | The following table provides the range of assumptions used in valuing stock options for the year ended December 31, 2020: Year Ended December 31, 2020 Weighted average expected term (years) (1) 6.0 Expected volatility (2) 35.5% Risk-free rate (3) 1.45% Expected dividend yield —% (1) Weighted average expected term is calculated based on the simplified method for plain vanilla options. (2) Expected volatility is calculated based on a blend of the implied and historical equity volatility of an index of comparable companies over a period equal to the expected term. (3) Risk-free rate of return is based on an interpolation of U.S. Treasury rates to reflect an expected term of six years at the date of grant. |
PENSION, POST-RETIREMENT AND _2
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic (benefit)/cost | The components of net periodic (benefit)/cost of the Domestic and Foreign Pension Plans and Domestic Post-Retirement Medical Benefits were as follows: Year Ended December 31, 2022 2021 2020 (dollars in millions) Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Service cost $ — $ 0.8 $ — $ 0.7 $ — $ 0.7 Interest cost on the projected benefit obligation 6.3 0.3 5.9 0.2 7.2 0.3 Expected return on plan assets (10.1) (0.2) (9.2) (0.2) (10.1) (0.1) Amortization of actuarial net (gain) loss — (0.1) 0.1 0.1 — — Plan curtailment — — — — — (0.1) Plan settlement — — — 0.1 0.1 (0.1) Net periodic (benefit) cost $ (3.8) $ 0.8 $ (3.2) $ 0.9 $ (2.8) $ 0.7 Post-retirement Medical Benefits Interest cost on the projected benefit obligation $ 0.2 $ 0.2 $ 0.3 Net periodic cost $ 0.2 $ 0.2 $ 0.3 |
Schedule of assumptions used to determine the net periodic (benefit)/cost | The weighted average key assumptions used to determine the net periodic (benefit)/cost of the Domestic and Foreign Pension Plans and Domestic Post-Retirement Medical Benefits were as follows: Year Ended December 31, 2022 2021 2020 Domestic Foreign Domestic Foreign Domestic Foreign Pension and SERP Benefits Discount rate 2.8% 1.2% 2.5% 0.7% 3.3% 1.0% Rate of compensation increase 3.0% 2.9% 3.0% 2.7% 3.5% 3.1% Interest crediting rate 5.3% 3.1% 5.3% 2.7% 5.3% 2.6% Long-term rate of return on assets 4.8% 3.1% 4.2% 3.6% 5.1% 1.7% Post-retirement Medical Benefits Discount rate 2.9% 2.5% 3.2% Weighted average key assumptions used to determine the benefit obligations in the actuarial valuations of the pension and post-retirement benefit liabilities were as follows: Pension and SERP Benefits Post-Retirement Medical Benefits 2022 2021 2022 2021 Domestic Foreign Domestic Foreign Domestic Domestic Discount rate 5.2% 3.5% 2.8% 1.2% 5.1% 2.9% Rate of compensation increase 3.0% 3.2% 3.0% 2.9% N/A N/A Interest crediting rate 5.3% 3.4% 5.3% 3.1% N/A N/A (N/A) Not applicable. |
Summary of 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 2022 2021 2022 2021 (dollars in millions) Domestic Foreign Domestic Foreign Domestic Domestic Change in Projected Benefit Obligation: Beginning of period balance $ 227.3 $ 25.5 $ 238.4 $ 26.1 $ 7.7 $ 8.5 Acquisitions — — — 2.1 — — Service cost — 0.8 — 0.7 — — Interest cost 6.3 0.3 5.9 0.2 0.2 0.2 Actuarial gain due to assumption change (47.5) (4.0) (7.2) (0.7) (1.5) (0.4) Actuarial loss (gain) due to plan experience 0.9 (0.4) 1.0 0.7 (0.1) (0.2) Benefits and expenses paid (11.8) (0.7) (10.8) (0.7) (0.4) (0.4) Settlement — (0.4) — (1.4) — — Foreign currency translation — (1.7) — (1.5) — — End of period balance $ 175.2 $ 19.4 $ 227.3 $ 25.5 $ 5.9 $ 7.7 Change in Plan Assets: Beginning of period balance $ 219.2 $ 4.5 $ 224.2 $ 4.6 $ — $ — Acquisitions — — — 0.2 — — Actual return on plan assets, net of expenses (49.1) — 5.2 0.4 — — Employer contributions 0.4 1.8 0.6 1.5 0.4 0.4 Benefits paid (11.8) (0.7) (10.8) (0.7) (0.4) (0.4) Settlement — (0.4) — (1.4) — — Foreign currency translation — (0.3) — (0.1) — — End of period balance $ 158.7 $ 4.9 $ 219.2 $ 4.5 $ — $ — Funded Status Funded status of plan $ (16.5) $ (14.5) $ (8.1) $ (21.0) $ (5.9) $ (7.7) Supplemental Information: Accumulated benefit obligation $ 175.2 $ 17.2 $ 227.3 $ 22.5 $ 5.9 $ 7.7 Plans with Accumulated Benefit Obligation in excess of Plan Assets: Accumulated benefit obligation $ 175.2 $ 15.3 $ 227.3 $ 22.1 $ 5.9 $ 7.7 Fair value plan assets $ 158.7 $ 2.5 $ 219.2 $ 3.6 $ — $ — Plans with Projected Benefit Obligation in excess of Plan Assets: Projected benefit obligation $ 175.2 $ 19.0 $ 227.3 $ 25.3 $ 5.9 $ 7.7 Fair value plan assets $ 158.7 $ 4.3 $ 219.2 $ 3.9 $ — $ — |
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 2022 2021 2022 2021 (dollars in millions) Domestic Foreign Domestic Foreign Domestic Domestic Balance Sheet Accrued expenses and other current liabilities $ 0.6 $ 0.9 $ 0.9 $ 0.9 $ 0.5 $ 0.5 Pension and post-retirement benefits 15.9 13.6 7.2 20.1 5.4 7.2 Accumulated Other Comprehensive Loss Net actuarial (loss) gain $ (13.1) $ 2.5 $ (0.5) $ (1.7) $ (2.1) $ 0.6 |
Schedule of amounts recognized in other comprehensive 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 2022 2021 2022 2021 (dollars in millions) Domestic Foreign Domestic Foreign Domestic Domestic Balance Sheet Accrued expenses and other current liabilities $ 0.6 $ 0.9 $ 0.9 $ 0.9 $ 0.5 $ 0.5 Pension and post-retirement benefits 15.9 13.6 7.2 20.1 5.4 7.2 Accumulated Other Comprehensive Loss Net actuarial (loss) gain $ (13.1) $ 2.5 $ (0.5) $ (1.7) $ (2.1) $ 0.6 |
Schedule of allocation of plan assets | The following table presents the fair value of plan assets: December 31, (dollars in millions) Classification 2022 2021 Asset Category Derivatives Level 2 $ (0.8) $ 4.9 Exchange-traded funds holding domestic securities Level 1 10.7 — Foreign bonds Level 2 1.9 1.9 Mutual funds holding U.S. Treasury securities Level 1 22.2 26.0 Mutual funds holding fixed income securities Level 1 15.4 20.1 U.S. Treasury bonds Level 2 37.4 51.7 Cash and cash equivalents Level 1 5.8 6.1 Sub-Total 92.6 110.7 Assets using net asset value (or NAV) as a practical expedient 71.0 113.0 Total $ 163.6 $ 223.7 |
Schedule of expected future benefit payments | At December 31, 2022, expected future benefit payments related to the Company’s defined benefit plans were as follows: Pension and SERP Benefits Post-Retirement Medical Benefits Total (dollars in millions) Domestic Foreign 2023 $ 12.9 $ 1.2 $ 0.4 $ 14.5 2024 13.0 1.4 0.5 14.9 2025 13.3 1.2 0.5 15.0 2026 13.1 1.3 0.5 14.9 2027 13.4 1.3 0.5 15.2 Subsequent five years 64.3 8.6 2.1 75.0 Total $ 130.0 $ 15.0 $ 4.5 $ 149.5 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income tax | Income before income taxes and non-controlling interests was as follows: Year Ended December 31, (dollars in millions) 2022 2021 2020 Domestic $ 125.0 $ 92.0 $ (11.6) Foreign 147.0 159.7 92.7 Total $ 272.0 $ 251.7 $ 81.1 |
Schedule of components of income tax expense | Income tax expense consisted of the following: Year Ended December 31, (dollars in millions) 2022 2021 2020 Current: U.S.: Federal $ 0.6 $ (3.9) $ (0.8) State and local 1.8 2.9 1.3 Foreign 68.3 96.0 56.8 Total current 70.7 95.0 57.3 Deferred: U.S.: Federal 17.5 (1.8) (40.4) State and local 8.3 (30.3) 1.1 Foreign (10.7) (14.6) (13.7) Total deferred 15.1 (46.7) (53.0) Income tax expense $ 85.8 $ 48.3 $ 4.3 |
Schedule of effective income tax rate reconciliation | Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rate to pre-tax income, as a result of the following: Year Ended December 31, (dollars in millions) 2022 2021 2020 U.S. federal statutory tax rate 21 % 21 % 21 % Taxes computed at U.S. statutory rate $ 57.1 $ 52.9 $ 17.0 State income taxes, net of federal benefit 4.6 5.7 2.1 U.S. tax on foreign operations 3.2 3.9 8.9 Foreign tax on foreign operations 13.0 17.0 7.0 Change in valuation allowances 6.4 (63.6) (4.2) Tax on undistributed foreign earnings 5.9 4.7 4.3 Changes in uncertain tax positions 0.2 29.4 8.2 Changes to U.S. tax law — — (40.4) Other, net (4.6) (1.7) 1.4 Income tax expense $ 85.8 $ 48.3 $ 4.3 Effective tax rate 32 % 19 % 5 % |
Schedule of deferred tax assets and liabilities | The components of deferred income taxes at December 31, 2022 and 2021 were as follows: December 31, (dollars in millions) 2022 2021 Deferred tax assets: Net operating losses $ 98.5 $ 121.7 Interest carryforward 39.4 65.3 Capital loss carryforward 54.2 54.0 Tax credits 32.2 34.5 Employee benefits 18.1 22.2 Research and development costs 28.0 25.1 Accrued liabilities 6.3 7.2 Other 49.6 34.3 Total gross deferred tax assets 326.3 364.3 Valuation allowances (153.2) (151.4) Total deferred tax assets 173.1 212.9 Deferred tax liabilities: Intangible assets 175.6 216.4 Property, plant and equipment 28.1 21.5 Undistributed foreign earnings 28.2 23.7 Goodwill 10.9 9.9 Total deferred tax liabilities 242.8 271.5 Net deferred tax liability $ 69.7 $ 58.6 |
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, (dollars in millions) 2022 2021 2020 Unrecognized tax benefits at beginning of period $ 106.6 $ 82.5 $ 71.2 Additions based upon prior year tax positions 1.0 22.9 1.8 Additions based on current year tax positions 5.3 8.1 14.5 Reductions for prior period positions (5.7) (4.9) (0.1) Reductions for settlements and payments (1.7) (0.1) (1.1) Reductions due to closed statutes (1.9) (1.0) (4.6) Currency translation adjustment (3.8) (0.9) 0.9 Total unrecognized tax benefits at end of period $ 99.8 $ 106.6 $ 82.5 |
Summary of income tax examinations | At December 31, 2022, the following tax years remained subject to examination by the major tax jurisdictions indicated below: Major Jurisdictions Open Years China 2017 through current Germany 2017 through current Taiwan 2018/19, 2021 through current United Kingdom 2008, 2019 through current United States 2019 through current |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt and finance lease obligations | The Company’s debt obligations consisted of the following: (dollars in millions) Maturity Date Interest Rate December 31, 2022 December 31, 2021 Term Loans (1) 2026 SOFR plus 2.00% $ 1,104.5 $ 1,113.0 Senior Notes - $800 million (2) 2028 3.875% 790.8 789.4 Other — 4.5 Total debt 1,895.3 1,906.9 Less: current installments of long-term debt 11.5 12.7 Total long-term debt $ 1,883.8 $ 1,894.2 (1) Term loans, net of unamortized discounts and debt issuance costs of $9.5 million and $12.6 million at December 31, 2022 and 2021, respectively. The effective interest rate was 1.6% and 2.1% at December 31, 2022 and 2021, respectively, including the effects of interest rate swaps and net investment hedges. See Note 12, Financial Instruments, to the Consolidated Financial Statements for further information regarding the Company's interest rate swaps and net investment hedges. (2) Senior notes, net of unamortized debt issuance costs of $9.2 million and $10.6 million at December 31, 2022 and 2021, respectively. The effective interest rate was 4.1% at both December 31, 2022 and 2021. |
Schedule of maturities of long-term debt | Minimum future principal payments on long-term debt were as follows: (dollars in millions) 2023 $ 11.5 2024 11.5 2025 11.5 2026 1,079.5 2027 — Thereafter 800.0 Total $ 1,914.0 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis: December 31, (dollars in millions) Balance sheet location Classification 2022 2021 Asset Category Foreign exchange contracts Other current assets Level 2 $ 0.2 $ 0.1 Metals contracts Other current assets Level 2 2.5 1.2 Interest rate swaps Other current assets Level 2 32.7 — Cross-currency swaps Other current assets Level 2 26.1 22.2 Interest rate swaps Other assets Level 2 14.6 6.6 Cross-currency swaps Other assets Level 2 44.3 5.8 Available-for-sale debt securities Other assets Level 3 11.5 — Total $ 131.9 $ 35.9 Liability Category Foreign exchange contracts Accrued expenses and other current liabilities Level 2 $ 0.5 $ 0.2 Metals contracts Accrued expenses and other current liabilities Level 2 5.0 2.3 Interest rate swaps Accrued expenses and other current liabilities Level 2 — 15.1 Interest rate swaps Other liabilities Level 2 — 9.6 Cross-currency swaps Other liabilities Level 2 — 2.8 Total $ 5.5 $ 30.0 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Changes in each component of "Accumulated other comprehensive (loss) income," net of tax, during 2022, 2021 and 2020 were as follows: (dollars in millions) Foreign Currency Translation Adjustments Pension and Post-retirement Plans Unrealized Gain on Available-for-Sale Debt Securities Derivative Financial Instrument Revaluation Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2019 $ (246.2) $ (7.6) $ — $ (26.7) $ (280.5) Other comprehensive income (loss) before reclassifications, net 107.4 4.4 — (40.2) 71.6 Reclassifications, pretax — — — 14.1 14.1 Balance at December 31, 2020 (138.8) (3.2) — (52.8) (194.8) Other comprehensive (loss) income before reclassifications, net (30.6) 2.9 — 6.2 (21.5) Reclassifications, pretax — — — 18.9 18.9 Balance at December 31, 2021 (169.4) (0.3) — (27.7) (197.4) Other comprehensive (loss) income before reclassifications, net (146.3) (5.2) 1.1 48.2 (102.2) Reclassifications, pretax — — 1.5 1.5 Balance at December 31, 2022 $ (315.7) $ (5.5) $ 1.1 $ 22.0 $ (298.1) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | A computation of weighted average shares of the Company's common stock outstanding and earnings per share from continuing operations for 2022, 2021 and 2020 is as follows: Year Ended December 31, (dollars in millions, except per share amounts) 2022 2021 2020 Net income $ 186.2 $ 203.4 $ 76.8 Net income attributable to the non-controlling interests (0.8) (0.4) — Net income attributable to common stockholders $ 185.4 $ 203.0 $ 76.8 Basic weighted average common shares outstanding 245.1 247.4 248.8 Denominator adjustments for diluted EPS: Number of shares issuable upon conversion of Series A Preferred Stock — — 0.3 Number of stock options and RSUs 0.7 0.5 0.8 Denominator adjustments for diluted EPS 0.7 0.5 1.1 Diluted weighted average common shares outstanding 245.8 247.9 249.9 Earnings per share from continuing operations attributable to common stockholders: Basic $ 0.75 $ 0.82 $ 0.31 Diluted $ 0.75 $ 0.82 $ 0.31 |
Schedule of antidilutive securities excluded from computation of earnings per share | For 2022, 2021 and 2020, the following securities were not included in the computation of diluted shares outstanding because either the effect would be anti-dilutive or the applicable performance targets were not yet met: Year Ended December 31, (amounts in millions) 2022 2021 2020 Shares issuable upon vesting of RSUs and exercise of stock options 3.6 3.7 4.1 Total shares excluded 3.6 3.7 4.1 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of operating lease assets And liabilities | The following table presents the Company’s ROU assets and lease liabilities: December 31, (dollars in millions) Balance sheet location 2022 2021 Asset Category ROU assets Other assets $ 85.1 $ 60.2 Total $ 85.1 $ 60.2 Liability Category Current lease liabilities Accrued expenses and other current liabilities $ 15.9 $ 18.7 Non-current lease liabilities Other liabilities 71.4 42.1 Total $ 87.3 $ 60.8 |
Supplemental cash flow information for operating leases | Year Ended December 31, (dollars in millions) 2022 2021 2020 Supplemental Information for Operating Leases Operating cash payments for operating leases $ 19.8 $ 20.8 $ 19.1 ROU assets obtained in exchange for operating lease obligations $ 40.3 $ 22.5 $ 12.3 Weighted average remaining lease term 10 years 6 years 6 years Weighted average discount rate 3.5% 3.5% 4.8% |
Maturities of operating lease liabilities | Maturities of operating lease liabilities at December 31, 2022 were as follows: (dollars in millions) 2023 $ 18.6 2024 12.4 2025 10.1 2026 9.2 2027 6.9 Thereafter 47.6 Total future minimum lease payments 104.8 Less: imputed interest (17.5) Present value of lease liabilities $ 87.3 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and related costs | Restructuring expenses were recorded as follows in each of the Company's business segments: Year Ended December 31, (dollars in millions) 2022 2021 2020 Electronics $ 3.3 $ 4.3 $ 3.2 Industrial & Specialty 6.2 7.4 3.1 Total $ 9.5 $ 11.7 $ 6.3 |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense), net | "Other income (expense), net," as reported in the Consolidated Statements of Operations, consisted of the following: Year Ended December 31, (dollars in millions) 2022 2021 2020 Loss on debt extinguishment $ — $ — $ (45.7) Loss on derivative contracts (0.2) (15.7) (9.0) Other income, net 3.1 5.9 3.0 Total $ 2.9 $ (9.8) $ (51.7) |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, (dollars in millions) 2022 2021 Accrued salaries, wages and employee benefits $ 57.0 $ 105.6 Accrued taxes (income and non-income) 59.8 50.0 Accrued interest 10.6 10.6 Derivative liabilities 5.5 17.6 Lease liabilities 15.9 18.7 Other current liabilities 51.9 61.6 Total $ 200.7 $ 264.1 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | The following table summarizes financial information regarding each reportable segment’s results of operations, including disaggregated external net sales by product category: Year Ended December 31, (dollars in millions) 2022 2021 2020 Net Sales: Electronics Assembly Solutions $ 839.4 $ 824.2 $ 571.7 Circuitry Solutions 496.5 503.7 441.1 Semiconductor Solutions 268.2 254.6 199.4 Total Electronics 1,604.1 1,582.5 1,212.2 Industrial & Specialty Industrial Solutions 728.3 599.7 432.9 Graphics Solutions 150.1 155.5 143.6 Energy Solutions 66.9 62.1 65.0 Total Industrial & Specialty 945.3 817.3 641.5 Total net sales $ 2,549.4 $ 2,399.8 $ 1,853.7 Adjusted EBITDA: Electronics $ 362.1 $ 372.0 $ 291.9 Industrial & Specialty 164.5 152.8 131.4 Total Adjusted EBITDA $ 526.6 $ 524.8 $ 423.3 The following table reconciles "Net income attributable to common stockholders" to Adjusted EBITDA: Year Ended December 31, (dollars in millions) 2022 2021 2020 Net income attributable to common stockholders $ 187.2 $ 203.3 $ 75.7 Add (subtract): Net income attributable to the non-controlling interests 0.8 0.4 — (Income) loss from discontinued operations, net of tax (1.8) (0.3) 1.1 Income tax expense 85.8 48.3 4.3 Interest expense, net 51.2 54.2 63.4 Depreciation expense 41.6 39.7 42.2 Amortization expense 119.7 124.2 119.2 EBITDA 484.5 469.8 305.9 Adjustments to reconcile to Adjusted EBITDA: Restructuring expense 9.5 11.7 6.3 Inventory step-up 0.5 12.9 2.4 Acquisition and integration expense 10.6 14.2 12.3 Foreign exchange loss (gain) on internal debt 7.8 (16.6) 35.4 Debt refinancing costs — — 45.7 Foundation contributions — — 5.0 Unrealized loss (gain) on metals derivative contracts 1.3 (0.1) 0.7 Adjustment of stock compensation previously not probable (Note 8) 1.3 23.9 — Other, net 11.1 9.0 9.6 Adjusted EBITDA $ 526.6 $ 524.8 $ 423.3 |
Revenue from external customers by geographic areas | Year Ended December 31, (dollars in millions) 2022 2021 2020 United States $ 645.3 $ 585.0 $ 485.3 China 498.1 486.5 347.9 Other countries 1,406.0 1,328.3 1,020.5 Total $ 2,549.4 $ 2,399.8 $ 1,853.7 |
Schedule of revenue from external customers and long-lived assets, by geographical areas | December 31, (dollars in millions) 2022 2021 United States $ 89.7 $ 87.9 China 42.3 44.5 Other countries 145.2 145.7 Total $ 277.2 $ 278.1 |
BACKGROUND AND BASIS OF PRESE_2
BACKGROUND AND BASIS OF PRESENTATION (Details) | 12 Months Ended | |
Dec. 31, 2022 segment | 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 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings and building improvements | Minimum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 5 years |
Buildings and building improvements | Maximum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 20 years |
Machinery, equipment and fixtures | Minimum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 3 years |
Machinery, equipment and fixtures | Maximum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 15 years |
Computer hardware and software | Minimum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 3 years |
Computer hardware and software | Maximum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 7 years |
Furniture and automobiles | Minimum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 3 years |
Furniture and automobiles | Maximum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill | |||
Percent above carrying value | 20% | ||
Goodwill | $ 2,412.8 | $ 2,526.3 | $ 2,252.7 |
Graphics Solutions | |||
Goodwill | |||
Goodwill | 217 | ||
Energy Solutions | |||
Goodwill | |||
Goodwill | $ 241 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Finite-Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets | |
Weighted average useful life (years) | 8 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets | |
Weighted average useful life (years) | 25 years |
Developed technology | Minimum | |
Finite-Lived Intangible Assets | |
Weighted average useful life (years) | 3 years |
Developed technology | Maximum | |
Finite-Lived Intangible Assets | |
Weighted average useful life (years) | 10 years |
Trade names | Minimum | |
Finite-Lived Intangible Assets | |
Weighted average useful life (years) | 5 years |
Trade names | Maximum | |
Finite-Lived Intangible Assets | |
Weighted average useful life (years) | 20 years |
Other intangible assets | Maximum | |
Finite-Lived Intangible Assets | |
Weighted average useful life (years) | 5 years |
ACQUISITIONS - Narratives (Deta
ACQUISITIONS - Narratives (Details) $ in Millions | 12 Months Ended | |||||
Jan. 26, 2022 USD ($) | Sep. 01, 2021 USD ($) entity | May 05, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition | ||||||
Payments to acquire business | $ 22.6 | $ 536.5 | $ 9 | |||
Publicly Traded Company In Turkey | ||||||
Business Acquisition | ||||||
Noncontrolling interest, ownership percentage by parent | 19.70% | |||||
Equity method investment, fair value | $ 32.4 | |||||
HSO Acquisitions | ||||||
Business Acquisition | ||||||
Payments to acquire business | $ 23 | |||||
HSO Acquisitions | Customer relationships | ||||||
Business Acquisition | ||||||
Finite-lived intangibles assets | $ 11.7 | |||||
Coventya | ||||||
Business Acquisition | ||||||
Payments to acquire business | 486 | |||||
Non-controlling interests | $ 39.6 | |||||
Number of entities acquired (entity) | entity | 4 | |||||
HKW | ||||||
Business Acquisition | ||||||
Payments to acquire business | $ 50.9 | |||||
Non-controlling interests | $ 0 |
ACQUISITIONS - Purchase Price A
ACQUISITIONS - Purchase Price Allocation (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2021 | May 05, 2021 | Dec. 31, 2020 |
Identifiable assets acquired and liabilities assumed | |||||
Goodwill | $ 2,412.8 | $ 2,526.3 | $ 2,252.7 | ||
Coventya | |||||
Identifiable assets acquired and liabilities assumed | |||||
Accounts receivable | $ 44.4 | ||||
Inventories | 37.7 | ||||
Other current assets | 10.9 | ||||
Property, plant and equipment | 29.8 | ||||
Identifiable intangible assets | 213.4 | ||||
Other assets | 18.3 | ||||
Current liabilities | (43) | ||||
Deferred income taxes | (61.3) | ||||
Other long-term liabilities | (15) | ||||
Non-controlling interests | (39.6) | ||||
Total identifiable net assets | 195.6 | ||||
Goodwill | 290 | ||||
Total purchase price | $ 485.6 | ||||
HKW | |||||
Identifiable assets acquired and liabilities assumed | |||||
Accounts receivable | $ 10.1 | ||||
Inventories | 11.2 | ||||
Other current assets | 2.4 | ||||
Property, plant and equipment | 6.2 | ||||
Identifiable intangible assets | 28.7 | ||||
Other assets | 3.4 | ||||
Current liabilities | (21.6) | ||||
Deferred income taxes | (7.2) | ||||
Other long-term liabilities | (3.2) | ||||
Non-controlling interests | 0 | ||||
Total identifiable net assets | 30 | ||||
Goodwill | 20.9 | ||||
Total purchase price | $ 50.9 |
ACQUISITIONS - Schedule of Iden
ACQUISITIONS - Schedule of Identifiable Intangible Assets Recorded in Conjunction with Acquisitions (Details) - USD ($) $ in Millions | Sep. 01, 2021 | May 05, 2021 |
Coventya | ||
Business Acquisition | ||
Identifiable intangible assets | $ 213.4 | |
Weighted Average Useful Life (years) | 11 years 4 months 24 days | |
Coventya | Customer relationships | ||
Business Acquisition | ||
Identifiable intangible assets | $ 145 | |
Weighted Average Useful Life (years) | 12 years | |
Coventya | Trade names | ||
Business Acquisition | ||
Identifiable intangible assets | $ 8.4 | |
Weighted Average Useful Life (years) | 10 years | |
Coventya | Developed technology | ||
Business Acquisition | ||
Identifiable intangible assets | $ 60 | |
Weighted Average Useful Life (years) | 10 years | |
HKW | ||
Business Acquisition | ||
Identifiable intangible assets | $ 28.7 | |
Weighted Average Useful Life (years) | 10 years 1 month 6 days | |
HKW | Customer relationships | ||
Business Acquisition | ||
Identifiable intangible assets | $ 20.8 | |
Weighted Average Useful Life (years) | 12 years | |
HKW | Trade names | ||
Business Acquisition | ||
Identifiable intangible assets | $ 1 | |
Weighted Average Useful Life (years) | 5 years | |
HKW | Developed technology | ||
Business Acquisition | ||
Identifiable intangible assets | $ 6.9 | |
Weighted Average Useful Life (years) | 5 years |
INVENTORIES - Schedule of Major
INVENTORIES - Schedule of Major Components of Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory, Net | ||
Finished goods | $ 164.4 | $ 153.3 |
Work in process | 25.9 | 33.4 |
Raw materials and supplies | 100.4 | 87.7 |
Total inventories | $ 290.7 | $ 274.4 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Major Components of Property, Plant, and Equipment, net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment | ||
Total property, plant and equipment | $ 566 | $ 545.1 |
Accumulated depreciation | (288.8) | (267) |
Property, plant and equipment, net | 277.2 | 278.1 |
Land and leasehold improvements | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 52 | 54.8 |
Buildings and building improvements | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 163.9 | 162 |
Machinery, equipment, fixtures and software | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 299.8 | 290.6 |
Construction in process | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | $ 50.3 | $ 37.7 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET - Narratives (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation | $ 41.6 | $ 39.7 | $ 42.2 | |||
Gain on sale | $ 3.9 | |||||
Proceeds from the sales of property | $ 19 | $ 4.6 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | ||
Beginning balance | $ 2,526.3 | $ 2,252.7 |
Acquisitions | 7.1 | 310.9 |
Transfer of Films business | 0 | |
Foreign currency translation and other | (120.6) | (37.3) |
Ending balance | 2,412.8 | 2,526.3 |
Electronics | ||
Goodwill | ||
Beginning balance | 1,292.2 | 1,274 |
Acquisitions | 0 | 20.9 |
Transfer of Films business | 80.4 | |
Foreign currency translation and other | (68.6) | (2.7) |
Ending balance | 1,304 | 1,292.2 |
Industrial & Specialty | ||
Goodwill | ||
Beginning balance | 1,234.1 | 978.7 |
Acquisitions | 7.1 | 290 |
Transfer of Films business | (80.4) | |
Foreign currency translation and other | (52) | (34.6) |
Ending balance | $ 1,108.8 | $ 1,234.1 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Narratives (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets | |||||
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 | ||
Amortization of intangible assets | 120,000,000 | 124,000,000 | 119,000,000 | ||
Impairment of indefinite lived assets | 0 | 0 | 0 | ||
Research and development | $ 48,800,000 | $ 49,700,000 | 48,600,000 | ||
Industrial & Specialty | |||||
Finite-Lived Intangible Assets | |||||
Accumulated impairment loss | $ 46,600,000 | $ 46,600,000 | |||
Electronics | |||||
Finite-Lived Intangible Assets | |||||
Payments to acquire intangible assets | $ 6,300,000 | ||||
Research and development | $ 4,500,000 | ||||
Electronics | Technology-based Intangible Assets | |||||
Finite-Lived Intangible Assets | |||||
Finite-lived intangible assets | $ 4,500,000 | ||||
Weighted average useful life (years) | 5 years |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets | ||
Accumulated Amortization | $ (734.9) | $ (773.8) |
Gross Carrying Amount | 1,540.4 | 1,730.5 |
Intangible assets, net | 805.5 | 956.7 |
Trade names | ||
Finite-Lived Intangible Assets | ||
Indefinite-lived tradename | 68 | 68 |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 967.5 | 1,131.3 |
Accumulated Amortization | (434.1) | (506.7) |
Net Book Value | 533.4 | 624.6 |
Developed technology | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 408.9 | 429 |
Accumulated Amortization | (277) | (247.4) |
Net Book Value | 131.9 | 181.6 |
Trade names | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 96 | 102.2 |
Accumulated Amortization | (23.8) | (19.7) |
Net Book Value | $ 72.2 | $ 82.5 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Estimated Future Amortization Expense (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Amortization Expense | |
2023 | $ 116.4 |
2024 | 107.1 |
2025 | 100.9 |
2026 | 59 |
2027 | $ 57.4 |
LONG-TERM COMPENSATION PLANS -
LONG-TERM COMPENSATION PLANS - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Feb. 28, 2022 USD ($) $ / shares shares | Jan. 31, 2019 $ / shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Feb. 01, 2022 USD ($) | Jun. 30, 2014 shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Awards outstanding (in shares) | 4,289,420 | 4,589,005 | |||||
Incentive stock compensation | $ | $ 17,700,000 | $ 40,100,000 | $ 6,000,000 | ||||
Out the Money | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Outstanding stock options vested (in shares) | 0 | ||||||
In the Money | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Outstanding stock options vested (in shares) | 333,939 | ||||||
Vested options outstanding, aggregate intrinsic value | $ | $ 2,200,000 | ||||||
Nonvested options (in shares) | 53,851 | ||||||
Aggregate intrinsic value of nonvested options | $ | $ 300,000 | ||||||
Equity classified RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Vested in period, fair value | $ | $ 70,800,000 | $ 7,000,000 | $ 9,700,000 | ||||
RSU Outstanding (in shares) | 3,901,630 | 4,195,432 | |||||
Awards granted (in shares) | 1,950,000 | 2,847,135 | 852,890 | 1,500,783 | |||
Adjusted earnings per share (in usd per share) | $ / shares | $ 2.72 | ||||||
Vesting period | 51 months | 28 months | 32 months | ||||
Equity classified RSUs | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Total shareholder return multiplier | $ | 0.85 | ||||||
Equity classified RSUs | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Total shareholder return multiplier | $ | 1.15 | ||||||
Equity classified RSUs | Key Executives | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
RSU Outstanding (in shares) | 2,300,000 | ||||||
Weighted-average grant date fair value | $ | $ 25,100,000 | ||||||
Incentive stock compensation | $ | $ 1,300,000 | $ 23,900,000 | |||||
Aggregate intrinsic value, granted | $ | $ 45,400,000 | ||||||
Adjusted earnings per share (in usd per share) | $ / shares | $ 1.36 | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Vesting period | 3 years | ||||||
Award expiration period | 10 years | ||||||
The 2013 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||||
Total number of shares of common stock that may be subject to grant awards (in shares) | 15,500,000 | ||||||
Awards granted (in shares) | 7,820,000 | ||||||
Awards outstanding (in shares) | 4,289,420 |
LONG-TERM COMPENSATION PLANS _2
LONG-TERM COMPENSATION PLANS - Schedule of Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based compensation | $ 17.7 | $ 40.1 | $ 6 |
Unrecognized compensation expense for awards expected to vest | $ 19.2 | ||
Weighted average remaining vesting period (months) | 30 months | ||
Equity classified RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based compensation | $ 17.4 | 39.6 | 4.2 |
Weighted average remaining vesting period (months) | 31 months | ||
Liability classified RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based compensation | $ 0 | 0 | 0.9 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based compensation | $ 0.3 | $ 0.5 | $ 0.9 |
LONG-TERM COMPENSATION PLANS _3
LONG-TERM COMPENSATION PLANS - Activity in Payment Awards (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total | ||||
Beginning balance (in shares) | 4,589,005 | |||
Granted (in shares) | 2,847,135 | |||
Exercised (in shares) | (3,045,949) | |||
Forfeited (in shares) | (100,771) | |||
Ending balance (in shares) | 4,289,420 | 4,589,005 | ||
Stock Options | ||||
Beginning balance (in shares) | 393,573 | |||
Granted (in shares) | 0 | (242,334) | ||
Exercised (in shares) | (5,783) | |||
Forfeited (in shares) | 0 | |||
Ending balance (in shares) | 387,790 | 393,573 | ||
Equity classified RSUs | ||||
Equity Classified RSUs | ||||
Beginning balance (in shares) | 4,195,432 | |||
Granted (in shares) | 1,950,000 | 2,847,135 | 852,890 | 1,500,783 |
Exercised (in shares) | (3,040,166) | |||
Forfeited (in shares) | (100,771) | |||
Ending balance (in shares) | 3,901,630 | 4,195,432 |
LONG-TERM COMPENSATION PLANS _4
LONG-TERM COMPENSATION PLANS - Equity Classified RSUs (Details) - Equity classified RSUs - $ / shares | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Awards granted (in shares) | 1,950,000 | 2,847,135 | 852,890 | 1,500,783 |
Weighted average grant date fair value (in dollars per share) | $ 23.23 | $ 18.02 | $ 11.45 | |
Weighted average vesting period (months) | 51 months | 28 months | 32 months |
LONG-TERM COMPENSATION PLANS _5
LONG-TERM COMPENSATION PLANS - Schedule Equity Classified Share Based Payment RSUs (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Weighted average remaining vesting period (months) | 30 months | |
Equity classified RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Outstanding (in shares) | 3,901,630 | 4,195,432 |
Weighted average remaining vesting period (months) | 31 months | |
Potential additional awards (in shares) | 1,068,475 | |
Service-based | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Outstanding (in shares) | 591,298 | |
Weighted average remaining vesting period (months) | 10 months | |
Potential additional awards (in shares) | 0 | |
Performance-based | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Outstanding (in shares) | 1,360,332 | |
Weighted average remaining vesting period (months) | 13 months | |
Potential additional awards (in shares) | 1,068,475 | |
Performance-based awards deemed not probable | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Outstanding (in shares) | 1,950,000 | |
Weighted average remaining vesting period (months) | 50 months | |
Potential additional awards (in shares) | 0 |
LONG-TERM COMPENSATION PLANS _6
LONG-TERM COMPENSATION PLANS - Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock options (in shares) | 0 | 242,334 |
Weighted average strike price (in dollars per share) | $ 12.25 | |
Weighted average grant date fair value (in dollars per share) | $ 4.47 |
LONG-TERM COMPENSATION PLANS _7
LONG-TERM COMPENSATION PLANS - Stock Options Valuation Assumptions (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Weighted average expected term (years) | 6 years |
Expected volatility (percentage) | 35.50% |
Risk-free rate (percentage) | 1.45% |
Expected dividend yield (percentage) | 0% |
PENSION, POST-RETIREMENT AND _3
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Net periodic benefit | $ (2.8) | $ (2.1) | $ (1.8) |
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, 2022 | Dec. 31, 2021 |
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Projected benefit obligation | $ 169 | $ 220 |
Liability-Matching | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Plan investment mix (percent) | 92% | |
Long Term Growth | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Plan investment mix (percent) | 6% | |
Near Term Benefit Payments | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Plan investment mix (percent) | 2% | |
Fixed Income Holdings | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Weighted average asset allocation (percent) | 92% | |
Equity Securities and Derivatives | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Weighted average asset allocation (percent) | 6% | |
Cash | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Weighted average asset allocation (percent) | 2% |
PENSION, POST-RETIREMENT AND _5
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS - Supplemental Executive Retirement Plans (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
SERP | ||
Defined Benefit Plan Disclosure | ||
Projected benefit obligation | $ 5.9 | $ 7.6 |
PENSION, POST-RETIREMENT AND _6
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS - Foreign Pension Plans (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plans and Other Postretirement Benefit Plans | |||
Pension and post-retirement benefits | $ 36.7 | $ 36.1 | |
Pension and SERP Benefits | Foreign | |||
Defined Benefit Plans and Other Postretirement Benefit Plans | |||
Projected benefit obligation | 19.4 | 25.5 | $ 26.1 |
Pension and post-retirement benefits | 13.6 | 20.1 | |
Other Plans | Foreign | |||
Defined Benefit Plans and Other Postretirement Benefit Plans | |||
Pension and post-retirement benefits | $ 2.5 | $ 2.2 |
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, 2022 age | |
Defined Benefit Plan Disclosure | |
Post-retirement medical benefits limits (percent) | 5% |
Benefit obligation percent to retirees (percent) | 38% |
Benefit obligation percent to eligible active participants (percent) | 33% |
Benefit obligation percent to other active participants (percent) | 29% |
Minimum | |
Defined Benefit Plan Disclosure | |
Age of retiree (age) | 55 |
Years of service | 10 years |
Post-retirement medical benefits limits (percent) | 2% |
Maximum | |
Defined Benefit Plan Disclosure | |
Years of service | 20 years |
Post-retirement medical benefits limits (percent) | 4% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net periodic benefit expense: | |||
Net periodic (benefit) cost | $ 2.8 | $ 2.1 | $ 1.8 |
Pension and SERP Benefits | Domestic | |||
Net periodic benefit expense: | |||
Service cost | 0 | 0 | 0 |
Interest cost on the projected benefit obligation | 6.3 | 5.9 | 7.2 |
Expected return on plan assets | (10.1) | (9.2) | (10.1) |
Amortization of actuarial net (gain) loss | 0 | 0.1 | 0 |
Plan curtailment | 0 | 0 | 0 |
Plan settlement | 0 | 0 | 0.1 |
Net periodic (benefit) cost | (3.8) | (3.2) | (2.8) |
Pension and SERP Benefits | Foreign | |||
Net periodic benefit expense: | |||
Service cost | 0.8 | 0.7 | 0.7 |
Interest cost on the projected benefit obligation | 0.3 | 0.2 | 0.3 |
Expected return on plan assets | (0.2) | (0.2) | (0.1) |
Amortization of actuarial net (gain) loss | (0.1) | 0.1 | 0 |
Plan curtailment | 0 | 0 | (0.1) |
Plan settlement | 0 | 0.1 | (0.1) |
Net periodic (benefit) cost | 0.8 | 0.9 | 0.7 |
Post-retirement Medical Benefits | Domestic | |||
Net periodic benefit expense: | |||
Service cost | 0 | 0 | |
Interest cost on the projected benefit obligation | 0.2 | 0.2 | 0.3 |
Net periodic (benefit) cost | $ 0.2 | $ 0.2 | $ 0.3 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Domestic | Pension and SERP Benefits | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 2.80% | 2.50% | 3.30% |
Rate of compensation increase | 3% | 3% | 3.50% |
Interest crediting rate | 5.30% | 5.30% | 5.30% |
Long-term rate of return on assets | 4.80% | 4.20% | 5.10% |
Domestic | Post-retirement Medical Benefits | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 2.90% | 2.50% | 3.20% |
Foreign | Pension and SERP Benefits | |||
Weighted average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 1.20% | 0.70% | 1% |
Rate of compensation increase | 2.90% | 2.70% | 3.10% |
Interest crediting rate | 3.10% | 2.70% | 2.60% |
Long-term rate of return on assets | 3.10% | 3.60% | 1.70% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Plan Assets: | |||
Beginning of period balance | $ 223.7 | ||
End of period balance | 163.6 | $ 223.7 | |
Pension and SERP Benefits | Domestic | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 227.3 | 238.4 | |
Acquisitions | 0 | 0 | |
Service cost | 0 | 0 | $ 0 |
Interest cost | 6.3 | 5.9 | 7.2 |
Actuarial gain due to assumption change | (47.5) | (7.2) | |
Actuarial loss (gain) due to plan experience | 0.9 | 1 | |
Benefits and expenses paid | (11.8) | (10.8) | |
Settlement | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
End of period balance | 175.2 | 227.3 | 238.4 |
Change in Plan Assets: | |||
Beginning of period balance | 219.2 | 224.2 | |
Acquisitions | 0 | 0 | |
Actual return on plan assets, net of expenses | (49.1) | 5.2 | |
Employer contributions | 0.4 | 0.6 | |
Benefits paid | (11.8) | (10.8) | |
Settlement | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
End of period balance | 158.7 | 219.2 | 224.2 |
Funded Status | |||
Funded status of plan | (16.5) | (8.1) | |
Supplemental Information: | |||
Accumulated benefit obligation | 175.2 | 227.3 | |
Plans with Accumulated Benefit Obligation in excess of Plan Assets: | |||
Accumulated benefit obligation | 175.2 | 227.3 | |
Fair value plan assets | 158.7 | 219.2 | |
Plans with Projected Benefit Obligation in excess of Plan Assets: | |||
Projected benefit obligation | 175.2 | 227.3 | |
Fair value plan assets | 158.7 | 219.2 | |
Pension and SERP Benefits | Foreign | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 25.5 | 26.1 | |
Acquisitions | 0 | 2.1 | |
Service cost | 0.8 | 0.7 | 0.7 |
Interest cost | 0.3 | 0.2 | 0.3 |
Actuarial gain due to assumption change | (4) | (0.7) | |
Actuarial loss (gain) due to plan experience | (0.4) | 0.7 | |
Benefits and expenses paid | (0.7) | (0.7) | |
Settlement | (0.4) | (1.4) | |
Foreign currency translation | (1.7) | (1.5) | |
End of period balance | 19.4 | 25.5 | 26.1 |
Change in Plan Assets: | |||
Beginning of period balance | 4.5 | 4.6 | |
Acquisitions | 0 | 0.2 | |
Actual return on plan assets, net of expenses | 0 | 0.4 | |
Employer contributions | 1.8 | 1.5 | |
Benefits paid | (0.7) | (0.7) | |
Settlement | (0.4) | (1.4) | |
Foreign currency translation | (0.3) | (0.1) | |
End of period balance | 4.9 | 4.5 | 4.6 |
Funded Status | |||
Funded status of plan | (14.5) | (21) | |
Supplemental Information: | |||
Accumulated benefit obligation | 17.2 | 22.5 | |
Plans with Accumulated Benefit Obligation in excess of Plan Assets: | |||
Accumulated benefit obligation | 15.3 | 22.1 | |
Fair value plan assets | 2.5 | 3.6 | |
Plans with Projected Benefit Obligation in excess of Plan Assets: | |||
Projected benefit obligation | 19 | 25.3 | |
Fair value plan assets | 4.3 | 3.9 | |
Post-retirement Medical Benefits | Domestic | |||
Change in Projected Benefit Obligation: | |||
Beginning of period balance | 7.7 | 8.5 | |
Acquisitions | 0 | 0 | |
Service cost | 0 | 0 | |
Interest cost | 0.2 | 0.2 | 0.3 |
Actuarial gain due to assumption change | (1.5) | (0.4) | |
Actuarial loss (gain) due to plan experience | (0.1) | (0.2) | |
Benefits and expenses paid | (0.4) | (0.4) | |
Settlement | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
End of period balance | 5.9 | 7.7 | 8.5 |
Change in Plan Assets: | |||
Beginning of period balance | 0 | 0 | |
Acquisitions | 0 | 0 | |
Actual return on plan assets, net of expenses | 0 | 0 | |
Employer contributions | 0.4 | 0.4 | |
Benefits paid | (0.4) | (0.4) | |
Settlement | 0 | 0 | |
Foreign currency translation | 0 | 0 | |
End of period balance | 0 | 0 | $ 0 |
Funded Status | |||
Funded status of plan | (5.9) | (7.7) | |
Supplemental Information: | |||
Accumulated benefit obligation | 5.9 | 7.7 | |
Plans with Accumulated Benefit Obligation in excess of Plan Assets: | |||
Accumulated benefit obligation | 5.9 | 7.7 | |
Fair value plan assets | 0 | 0 | |
Plans with Projected Benefit Obligation in excess of Plan Assets: | |||
Projected benefit obligation | 5.9 | 7.7 | |
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, 2022 | Dec. 31, 2021 |
Pension and SERP Benefits | Domestic | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Discount rate | 5.20% | 2.80% |
Rate of compensation increase | 3% | 3% |
Interest crediting rate | 5.30% | 5.30% |
Pension and SERP Benefits | Foreign | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Discount rate | 3.50% | 1.20% |
Rate of compensation increase | 3.20% | 2.90% |
Interest crediting rate | 3.40% | 3.10% |
Post-retirement Medical Benefits | Domestic | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Discount rate | 5.10% | 2.90% |
PENSION, POST-RETIREMENT AND_12
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS - Amounts Recognized in Balance Sheet and Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet | ||
Pension and post-retirement benefits | $ 36.7 | $ 36.1 |
Domestic | Pension and SERP Benefits | ||
Balance Sheet | ||
Accrued expenses and other current liabilities | 0.6 | 0.9 |
Pension and post-retirement benefits | 15.9 | 7.2 |
Accumulated Other Comprehensive Loss | ||
Net actuarial (loss) gain | (13.1) | (0.5) |
Domestic | Post-retirement Medical Benefits | ||
Balance Sheet | ||
Accrued expenses and other current liabilities | 0.5 | 0.5 |
Pension and post-retirement benefits | 5.4 | 7.2 |
Accumulated Other Comprehensive Loss | ||
Net actuarial (loss) gain | (2.1) | 0.6 |
Foreign | Pension and SERP Benefits | ||
Balance Sheet | ||
Accrued expenses and other current liabilities | 0.9 | 0.9 |
Pension and post-retirement benefits | 13.6 | 20.1 |
Accumulated Other Comprehensive Loss | ||
Net actuarial (loss) gain | $ 2.5 | $ (1.7) |
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, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure | ||
Total | $ 163.6 | $ 223.7 |
Fair Value, Inputs, Level 1, 2 and 3 | ||
Defined Benefit Plan Disclosure | ||
Total | 92.6 | 110.7 |
Assets using net asset value (or NAV) as a practical expedient | ||
Defined Benefit Plan Disclosure | ||
Total | 71 | 113 |
Derivatives | Level 2 | ||
Defined Benefit Plan Disclosure | ||
Total | (0.8) | 4.9 |
Exchange-traded funds holding domestic securities | Level 1 | ||
Defined Benefit Plan Disclosure | ||
Total | 10.7 | 0 |
Foreign bonds | Level 2 | ||
Defined Benefit Plan Disclosure | ||
Total | 1.9 | 1.9 |
Mutual funds holding U.S. Treasury securities | Level 1 | ||
Defined Benefit Plan Disclosure | ||
Total | 22.2 | 26 |
Mutual funds holding fixed income securities | Level 1 | ||
Defined Benefit Plan Disclosure | ||
Total | 15.4 | 20.1 |
U.S. Treasury bonds | Level 2 | ||
Defined Benefit Plan Disclosure | ||
Total | 37.4 | 51.7 |
Cash and cash equivalents | Level 1 | ||
Defined Benefit Plan Disclosure | ||
Total | $ 5.8 | $ 6.1 |
PENSION, POST-RETIREMENT AND_14
PENSION, POST-RETIREMENT AND POST-EMPLOYMENT PLANS - Expected Future Benefit Payments (Details) | Dec. 31, 2022 USD ($) |
Defined Benefit Plans and Other Postretirement Benefit Plans | |
2023 | $ 14,500,000 |
2024 | 14,900,000 |
2025 | 15,000,000 |
2026 | 14,900,000 |
2027 | 15,200,000 |
Subsequent five years | 75,000,000 |
Total | 149,500,000 |
Company's expected future contribution to the plan | 0 |
Pension and SERP Benefits | Domestic | |
Defined Benefit Plans and Other Postretirement Benefit Plans | |
2023 | 12,900,000 |
2024 | 13,000,000 |
2025 | 13,300,000 |
2026 | 13,100,000 |
2027 | 13,400,000 |
Subsequent five years | 64,300,000 |
Total | 130,000,000 |
Pension and SERP Benefits | Foreign | |
Defined Benefit Plans and Other Postretirement Benefit Plans | |
2023 | 1,200,000 |
2024 | 1,400,000 |
2025 | 1,200,000 |
2026 | 1,300,000 |
2027 | 1,300,000 |
Subsequent five years | 8,600,000 |
Total | 15,000,000 |
Post-retirement Medical Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans | |
2023 | 400,000 |
2024 | 500,000 |
2025 | 500,000 |
2026 | 500,000 |
2027 | 500,000 |
Subsequent five years | 2,100,000 |
Total | $ 4,500,000 |
INCOME TAXES - Income (Loss) Be
INCOME TAXES - Income (Loss) Before Income Taxes and Non-Controlling Interests (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Examination | |||
Total | $ 272 | $ 251.7 | $ 81.1 |
Domestic | |||
Income Tax Examination | |||
Total | 125 | 92 | (11.6) |
Foreign | |||
Income Tax Examination | |||
Total | $ 147 | $ 159.7 | $ 92.7 |
INCOME TAXES - Income Tax Expen
INCOME TAXES - Income Tax Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
U.S.: | |||
Federal | $ 0.6 | $ (3.9) | $ (0.8) |
State and local | 1.8 | 2.9 | 1.3 |
Foreign | 68.3 | 96 | 56.8 |
Total current | 70.7 | 95 | 57.3 |
U.S.: | |||
Federal | 17.5 | (1.8) | (40.4) |
State and local | 8.3 | (30.3) | 1.1 |
Foreign | (10.7) | (14.6) | (13.7) |
Total deferred | 15.1 | (46.7) | (53) |
Income tax expense | $ 85.8 | $ 48.3 | $ 4.3 |
INCOME TAXES - Income Tax Exp_2
INCOME TAXES - Income Tax Expense Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
U.S. federal statutory rate (percent) | 21% | 21% | 21% |
Taxes computed at U.S. statutory rate | $ 57.1 | $ 52.9 | $ 17 |
State income taxes, net of federal benefit | 4.6 | 5.7 | 2.1 |
Change in valuation allowances | 6.4 | (63.6) | (4.2) |
Tax on undistributed foreign earnings | 5.9 | 4.7 | 4.3 |
Changes in uncertain tax positions | 0.2 | 29.4 | 8.2 |
Changes to U.S. tax law | 0 | 0 | (40.4) |
Other, net | (4.6) | (1.7) | 1.4 |
Income tax expense | $ 85.8 | $ 48.3 | $ 4.3 |
Effective tax rate (percent) | 32% | 19% | 5% |
Domestic | |||
Income Taxes | |||
Tax on foreign operations | $ 3.2 | $ 3.9 | $ 8.9 |
Foreign | |||
Income Taxes | |||
Tax on foreign operations | $ 13 | $ 17 | $ 7 |
INCOME TAXES - Narratives (Deta
INCOME TAXES - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 85.8 | $ 48.3 | $ 4.3 |
Unrecognized tax benefits, period increase | 29.4 | ||
Decrease in deferred ax asset valuation allowance | 63.6 | ||
GILTI tax benefit | 40.4 | ||
Accrued deferred tax liability on unrecognized earnings from foreign subsidiaries | 28.2 | ||
Undistributed earnings of foreign subsidiaries | 130 | ||
Increase in income taxes | 1.7 | ||
State operating loss carry forward | 71.3 | ||
State tax credits | 565 | ||
Foreign operating loss carry forward | 221 | ||
Operating loss carryforward | 226 | ||
Foreign tax credit carryovers | 27.4 | ||
State tax credits (net of federal tax) | $ 4.9 | ||
Tax carry-forward period | 10 years | ||
Unrecognized tax benefits that would impact effective tax rate | $ 99.8 | ||
Total unrecognized benefits expected to revers within the next twelve months | 1.1 | ||
Interest and penalties related to unrecognized tax expense (benefit) | 1.1 | 2.5 | $ (2.4) |
Interest and penalties related to unrecognized tax benefits | $ 10.7 | $ 9.7 |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Income Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 98.5 | $ 121.7 |
Interest carryforward | 39.4 | 65.3 |
Capital loss carryforward | 54.2 | 54 |
Tax credits | 32.2 | 34.5 |
Employee benefits | 18.1 | 22.2 |
Research and development costs | 28 | 25.1 |
Accrued liabilities | 6.3 | 7.2 |
Other | 49.6 | 34.3 |
Total gross deferred tax assets | 326.3 | 364.3 |
Valuation allowances | (153.2) | (151.4) |
Total deferred tax assets | 173.1 | 212.9 |
Deferred tax liabilities: | ||
Intangible assets | 175.6 | 216.4 |
Property, plant and equipment | 28.1 | 21.5 |
Undistributed foreign earnings | 28.2 | 23.7 |
Goodwill | 10.9 | 9.9 |
Total deferred tax liabilities | 242.8 | 271.5 |
Net deferred tax liability | $ 69.7 | $ 58.6 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Unrecognized tax benefits at beginning of period | $ 106.6 | $ 82.5 | $ 71.2 |
Additions based upon prior year tax positions | 1 | 22.9 | 1.8 |
Additions based on current year tax positions | 5.3 | 8.1 | 14.5 |
Reductions for prior period positions | (5.7) | (4.9) | (0.1) |
Reductions for settlements and payments | (1.7) | (0.1) | (1.1) |
Reductions due to closed statutes | (1.9) | (1) | (4.6) |
Currency translation adjustment | (3.8) | (0.9) | |
Currency translation adjustment | 0.9 | ||
Total unrecognized tax benefits at end of period | $ 99.8 | $ 106.6 | $ 82.5 |
DEBT - Schedule of Debt and Fin
DEBT - Schedule of Debt and Finance Lease Obligations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Debt Instrument | |||
Total debt | $ 1,895,300,000 | $ 1,906,900,000 | |
Less: current installments of long-term debt | 11,500,000 | 12,700,000 | |
Total long-term debt | 1,883,800,000 | 1,894,200,000 | |
Domestic Line of Credit | USD Term Loan | |||
Debt Instrument | |||
Debt face amount | 1,150,000,000 | $ 750,000,000 | |
Total debt | 1,104,500,000 | 1,113,000,000 | |
Unamortized premiums, discounts and debt issuance costs | $ 9,500,000 | $ 12,600,000 | |
Effective interest rate percentage | 1.60% | 2.10% | |
Domestic Line of Credit | USD Term Loan | SOFR | |||
Debt Instrument | |||
Spread on variable rate (percent) | 2% | ||
Senior Notes | |||
Debt Instrument | |||
Stated interest rate (percent) | 3.875% | ||
Senior Notes | USD Senior Notes Due 2028 | |||
Debt Instrument | |||
Debt face amount | $ 800,000,000 | ||
Stated interest rate (percent) | 3.875% | ||
Total debt | $ 790,800,000 | $ 789,400,000 | |
Unamortized premiums, discounts and debt issuance costs | $ 9,200,000 | $ 10,600,000 | |
Effective interest rate percentage | 4.10% | 4.10% | |
Other | |||
Debt Instrument | |||
Total debt | $ 0 | $ 4,500,000 |
DEBT - Minimum Future Payments
DEBT - Minimum Future Payments on Long-term Debt and Capital Leases (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Long-term Debt, Fiscal Year Maturity | |
2023 | $ 11.5 |
2024 | 11.5 |
2025 | 11.5 |
2026 | 1,079.5 |
2027 | 0 |
Thereafter | 800 |
Total | $ 1,914 |
DEBT - Credit Agreement (Detail
DEBT - Credit Agreement (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Nov. 15, 2022 | Dec. 31, 2019 | |
Domestic Line of Credit | USD Term Loan | |||
Debt Instrument | |||
Debt face amount | $ 1,150,000,000 | $ 750,000,000 | |
Domestic Line of Credit | USD Term Loan | SOFR | |||
Debt Instrument | |||
Spread on variable rate (percent) | 2% | ||
Revolving Credit Facility | |||
Debt Instrument | |||
Maximum borrowing capacity | $ 1,530,000,000 | ||
Revolving Credit Facility | SOFR | |||
Debt Instrument | |||
Spread on variable rate (percent) | 2% | ||
Revolving Credit Facility | Line of Credit | |||
Debt Instrument | |||
Maximum borrowing capacity | $ 375,000,000 | $ 330,000,000 |
DEBT - Covenants, Events of Def
DEBT - Covenants, Events of Default and Provisions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Senior Notes | |
Debt Instrument | |
Covenant, outstanding borrowings leverage threshold (percent) | 30% |
Covenant, first lien net leverage ratio | 5 |
Line of Credit | Revolving Credit Facility | |
Debt Instrument | |
Current borrowing capacity | $ 369 |
DEBT - Senior Notes (Details)
DEBT - Senior Notes (Details) | Dec. 31, 2022 |
Senior Notes | |
Debt Instrument | |
Stated interest rate (percent) | 3.875% |
DEBT - Lines of Credit and Othe
DEBT - Lines of Credit and Other Debt Facilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument | ||
Total debt and capital lease obligations | $ 1,895,300,000 | $ 1,906,900,000 |
Revolving Credit Facility | ||
Debt Instrument | ||
Reduction in borrowings | 6,000,000 | 5,500,000 |
Line of Credit | ||
Debt Instrument | ||
Outstanding letters of credit | 6,000,000 | 5,900,000 |
Line of Credit | Lines of Credit and Revolving Lines of Credit | ||
Debt Instrument | ||
Total debt and capital lease obligations | 0 | 0 |
Remaining borrowing capacity | $ 391,000,000 | $ 354,000,000 |
FINANCIAL INSTRUMENTS - Derivat
FINANCIAL INSTRUMENTS - Derivatives and Hedging (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) | |||
Benefit to be reclassified during next 12 months | $ 32,700,000 | $ 32,700,000 | |
Derivative liability, current | 5,500,000 | 17,600,000 | |
Metals contracts | |||
Derivative Instruments, Gain (Loss) | |||
Derivative liability, current | 2,500,000 | 1,100,000 | |
Not Designated as Hedging Instrument | Foreign exchange forward | |||
Derivative Instruments, Gain (Loss) | |||
Derivative liability, current | 300,000 | 100,000 | |
Currency Swap | |||
Derivative Instruments, Gain (Loss) | |||
Derivative asset | 70,400,000 | 25,200,000 | |
Interest rate swaps | |||
Derivative Instruments, Gain (Loss) | |||
Derivative asset | 47,300,000 | ||
Derivatives liability | 18,100,000 | ||
Foreign exchange forward | |||
Derivative Instruments, Gain (Loss) | |||
Derivative notional amount | $ 45,700,000 | 56,100,000 | |
Derivative remaining maturity | 1 year | ||
Foreign exchange forward | Not Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) | |||
Derivative notional amount | $ 105,000,000 | $ 64,600,000 | |
Derivative remaining maturity | 1 year | ||
Domestic Line of Credit | USD Term Loan | |||
Derivative Instruments, Gain (Loss) | |||
Debt face amount | $ 1,150,000,000 | $ 750,000,000 | |
Effective interest rate percentage | 1.60% | 2.10% | |
Domestic Line of Credit | First Lien Credit Facility, US Dollar Term Loan, Due Two Thousand And Twenty Six Add On | |||
Derivative Instruments, Gain (Loss) | |||
Debt face amount | $ 400,000,000 |
FINANCIAL INSTRUMENTS - Schedul
FINANCIAL INSTRUMENTS - Schedule of Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Interest rate swaps | ||
Asset Category | ||
Derivative asset | $ 47.3 | |
Liability Category | ||
Derivatives liability | $ 18.1 | |
Recurring | ||
Asset Category | ||
Total | 131.9 | 35.9 |
Liability Category | ||
Total | 5.5 | 30 |
Recurring | Level 2 | Metals contracts | ||
Asset Category | ||
Derivative asset | 2.5 | 1.2 |
Liability Category | ||
Derivatives liability | 5 | 2.3 |
Recurring | Level 2 | Foreign exchange contracts | ||
Asset Category | ||
Derivative asset | 0.2 | 0.1 |
Liability Category | ||
Derivatives liability | 0.5 | 0.2 |
Recurring | Level 2 | Cross-currency swaps | ||
Liability Category | ||
Derivatives liability | 0 | 2.8 |
Recurring | Level 3 | ||
Asset Category | ||
Available-for-sale debt securities | 11.5 | 0 |
Recurring | Other current assets | Level 2 | Interest rate swaps | ||
Asset Category | ||
Derivative asset | 32.7 | 0 |
Recurring | Other current assets | Level 2 | Cross-currency swaps | ||
Asset Category | ||
Derivative asset | 26.1 | 22.2 |
Recurring | Other assets | Level 2 | Interest rate swaps | ||
Asset Category | ||
Derivative asset | 14.6 | 6.6 |
Recurring | Other assets | Level 2 | Cross-currency swaps | ||
Asset Category | ||
Derivative asset | 44.3 | 5.8 |
Recurring | Accrued expenses and other current liabilities | Level 2 | Interest rate swaps | ||
Liability Category | ||
Derivatives liability | 0 | 15.1 |
Recurring | Other liabilities | Level 2 | Interest rate swaps | ||
Liability Category | ||
Derivatives liability | $ 0 | $ 9.6 |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narratives (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying Value | ||
Derivative Instruments, Gain (Loss) | ||
Long term debt, fair value | $ 1,900 | $ 1,900 |
Estimated Fair Value | ||
Derivative Instruments, Gain (Loss) | ||
Long term debt, fair value | $ 1,800 | $ 1,930 |
STOCKHOLDERS_ EQUITY - Repurcha
STOCKHOLDERS’ EQUITY - Repurchase of Common Stock (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock | |||
Payment for shares acquired | $ 151 | $ 19.6 | $ 55.7 |
Common Stock | |||
Class of Stock | |||
Treasury shares acquired (in shares) | 8 | 0.9 | |
Payment for shares acquired | $ 151 | $ 19.6 | |
Remaining shares authorized for repurchase | $ 581 | ||
Treasury Stock | |||
Class of Stock | |||
Shares withheld for vesting purposes, shares | 1 | ||
Shares withheld for vesting purposes | $ 24 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | |||
Balance | $ 2,500.8 | $ 2,318.1 | $ 2,219.3 |
Balance | 2,349.1 | 2,500.8 | 2,318.1 |
Accumulated Other Comprehensive (Loss) Income | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | |||
Balance | (197.4) | (194.8) | (280.5) |
Other comprehensive (loss) income before reclassifications, net | (102.2) | (21.5) | 71.6 |
Reclassifications, pretax | 1.5 | 18.9 | 14.1 |
Balance | (298.1) | (197.4) | (194.8) |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | |||
Balance | (169.4) | (138.8) | (246.2) |
Other comprehensive (loss) income before reclassifications, net | (146.3) | (30.6) | 107.4 |
Reclassifications, pretax | 0 | 0 | |
Balance | (315.7) | (169.4) | (138.8) |
Pension and Post-retirement Plans | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | |||
Balance | (0.3) | (3.2) | (7.6) |
Other comprehensive (loss) income before reclassifications, net | (5.2) | 2.9 | 4.4 |
Reclassifications, pretax | 0 | 0 | 0 |
Balance | (5.5) | (0.3) | (3.2) |
Unrealized Gain on Available-for-Sale Debt Securities | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | |||
Balance | 0 | 0 | 0 |
Other comprehensive (loss) income before reclassifications, net | 1.1 | 0 | 0 |
Reclassifications, pretax | 0 | 0 | 0 |
Balance | 1.1 | 0 | 0 |
Derivative Financial Instrument Revaluation | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | |||
Balance | (27.7) | (52.8) | (26.7) |
Other comprehensive (loss) income before reclassifications, net | 48.2 | 6.2 | (40.2) |
Reclassifications, pretax | 1.5 | 18.9 | 14.1 |
Balance | $ 22 | $ (27.7) | $ (52.8) |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of Weighted Average Shares Outstanding (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net income | $ 186.2 | $ 203.4 | $ 76.8 |
Net income attributable to the non-controlling interests | (0.8) | (0.4) | 0 |
Net income attributable to common stockholders | $ 185.4 | $ 203 | $ 76.8 |
Basic weighted average common stock outstanding (in shares) | 245.1 | 247.4 | 248.8 |
Denominator adjustments for diluted EPS: | |||
Number of shares issuable upon conversion of Series A Preferred Stock (in shares) | 0 | 0 | 0.3 |
Number of stock options and RSUs (in shares) | 0.7 | 0.5 | 0.8 |
Denominator adjustments for diluted EPS (in shares) | 0.7 | 0.5 | 1.1 |
Dilutive weighted average common shares outstanding (in shares) | 245.8 | 247.9 | 249.9 |
Earnings per share from continuing operations attributable to common stockholders: | |||
Basic (in dollars per share) | $ 0.75 | $ 0.82 | $ 0.31 |
Diluted (in dollars per share) | $ 0.75 | $ 0.82 | $ 0.31 |
EARNINGS PER SHARE - Anti-dilut
EARNINGS PER SHARE - Anti-dilutive Securities (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 3.6 | 3.7 | 4.1 |
Shares issuable upon vesting of RSUs and exercise of stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Weighted-average securities not included in computation of diluted shares outstanding (in shares) | 3.6 | 3.7 | 4.1 |
LEASES - Assets and Liabilities
LEASES - Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Asset Category | ||
Right-of-use lease assets | $ 85.1 | $ 60.2 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position | Other assets | Other assets |
Liability Category | ||
Current portion of operating lease liabilities | $ 15.9 | $ 18.7 |
Operating Lease, Liability, Current, Statement of Financial Position | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Non-current portion of operating lease liability | $ 71.4 | $ 42.1 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position | Other liabilities | Other liabilities |
Total | $ 87.3 | $ 60.8 |
LEASES - Narratives (Details)
LEASES - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease expense | $ 26.2 | $ 24.3 | $ 20.9 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information for Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Information for Operating Leases | |||
Operating cash payments for operating leases | $ 19.8 | $ 20.8 | $ 19.1 |
ROU assets obtained in exchange for operating lease obligations | $ 40.3 | $ 22.5 | $ 12.3 |
Weighted average remaining lease term (in years) | 10 years | 6 years | 6 years |
Weighted average discount rate (percent) | 3.50% | 3.50% | 4.80% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due | ||
2023 | $ 18.6 | |
2024 | 12.4 | |
2025 | 10.1 | |
2026 | 9.2 | |
2027 | 6.9 | |
Thereafter | 47.6 | |
Total future minimum lease payments | 104.8 | |
Less: imputed interest | (17.5) | |
Present value of lease liabilities | $ 87.3 | $ 60.8 |
CONTINGENCIES, ENVIRONMENTAL _2
CONTINGENCIES, ENVIRONMENTAL AND LEGAL MATTERS (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Reserves for environmental matters | $ 11.6 | $ 13.1 |
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Other liabilities |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Affiliated Entity - Mariposa Capital - Advisory Services Agreement $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Related Party Transaction | |
Related party transaction expense | $ 3 |
Automatic renewal term | 1 year |
Agreement renewal period | 90 days |
RESTRUCTURING (Details)
RESTRUCTURING (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve | |||
Restructuring charges | $ 9,500,000 | $ 11,700,000 | $ 6,300,000 |
Expected restructuring costs remaining | 0 | ||
Electronics | |||
Restructuring Cost and Reserve | |||
Restructuring charges | 3,300,000 | 4,300,000 | 3,200,000 |
Industrial & Specialty | |||
Restructuring Cost and Reserve | |||
Restructuring charges | $ 6,200,000 | $ 7,400,000 | $ 3,100,000 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Loss on debt extinguishment | $ 0 | $ 0 | $ (45.7) |
Loss on derivative contracts | (0.2) | (15.7) | (9) |
Other income, net | 3.1 | 5.9 | 3 |
Total | $ 2.9 | $ (9.8) | $ (51.7) |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accrued salaries, wages and employee benefits | $ 57 | $ 105.6 |
Accrued taxes (income and non-income) | 59.8 | 50 |
Accrued interest | 10.6 | 10.6 |
Derivative liabilities | 5.5 | 17.6 |
Lease liabilities | 15.9 | 18.7 |
Other current liabilities | 51.9 | 61.6 |
Total | $ 200.7 | $ 264.1 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narratives (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENT INFORMATION - Financial
SEGMENT INFORMATION - Financial Information Regarding Each Reportable Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Sales: | |||
Total net sales | $ 2,549.4 | $ 2,399.8 | $ 1,853.7 |
Adjusted EBITDA: | |||
Total Adjusted EBITDA | 526.6 | 524.8 | 423.3 |
Electronics | |||
Net Sales: | |||
Total net sales | 1,604.1 | 1,582.5 | 1,212.2 |
Adjusted EBITDA: | |||
Total Adjusted EBITDA | 362.1 | 372 | 291.9 |
Electronics | Assembly Solutions | |||
Net Sales: | |||
Total net sales | 839.4 | 824.2 | 571.7 |
Electronics | Circuitry Solutions | |||
Net Sales: | |||
Total net sales | 496.5 | 503.7 | 441.1 |
Electronics | Semiconductor Solutions | |||
Net Sales: | |||
Total net sales | 268.2 | 254.6 | 199.4 |
Industrial & Specialty | |||
Net Sales: | |||
Total net sales | 945.3 | 817.3 | 641.5 |
Adjusted EBITDA: | |||
Total Adjusted EBITDA | 164.5 | 152.8 | 131.4 |
Industrial & Specialty | Industrial Solutions | |||
Net Sales: | |||
Total net sales | 728.3 | 599.7 | 432.9 |
Industrial & Specialty | Graphics Solutions | |||
Net Sales: | |||
Total net sales | 150.1 | 155.5 | 143.6 |
Industrial & Specialty | Energy Solutions | |||
Net Sales: | |||
Total net sales | $ 66.9 | $ 62.1 | $ 65 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Adjusted EBITDA to Net Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | |||
Net income attributable to common stockholders | $ 187.2 | $ 203.3 | $ 75.7 |
Add (subtract): | |||
Net income attributable to the non-controlling interests | 0.8 | 0.4 | 0 |
(Income) loss from discontinued operations, net of tax | (1.8) | (0.3) | 1.1 |
Income tax expense | 85.8 | 48.3 | 4.3 |
Interest expense, net | 51.2 | 54.2 | 63.4 |
Depreciation expense | 41.6 | 39.7 | 42.2 |
Amortization expense | 119.7 | 124.2 | 119.2 |
EBITDA | 484.5 | 469.8 | 305.9 |
Adjustments to reconcile to Adjusted EBITDA: | |||
Restructuring expense | 9.5 | 11.7 | 6.3 |
Inventory step-up | 0.5 | 12.9 | 2.4 |
Acquisition and integration expense | 10.6 | 14.2 | 12.3 |
Foreign exchange loss (gain) on internal debt | 7.8 | (16.6) | 35.4 |
Debt refinancing costs | 0 | 0 | 45.7 |
Foundation contributions | 0 | 0 | 5 |
Unrealized loss (gain) on metals derivative contracts | 1.3 | (0.1) | 0.7 |
Adjustment of stock compensation previously not probable (Note 8) | 1.3 | 23.9 | 0 |
Other, net | 11.1 | 9 | 9.6 |
Adjusted EBITDA | $ 526.6 | $ 524.8 | $ 423.3 |
SEGMENT INFORMATION - Net Sales
SEGMENT INFORMATION - Net Sales by Major Country (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Major Customer | |||
Total net sales | $ 2,549.4 | $ 2,399.8 | $ 1,853.7 |
Sales Revenue, Net | Geographic Concentration Risk | United States | |||
Revenue, Major Customer | |||
Total net sales | 645.3 | 585 | 485.3 |
Sales Revenue, Net | Geographic Concentration Risk | China | |||
Revenue, Major Customer | |||
Total net sales | 498.1 | 486.5 | 347.9 |
Sales Revenue, Net | Geographic Concentration Risk | Other countries | |||
Revenue, Major Customer | |||
Total net sales | $ 1,406 | $ 1,328.3 | $ 1,020.5 |
SEGMENT INFORMATION - Long-live
SEGMENT INFORMATION - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | $ 277.2 | $ 278.1 |
United States | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | 89.7 | 87.9 |
China | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | 42.3 | 44.5 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | $ 145.2 | $ 145.7 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reserves against accounts receivable: | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves | |||
Balance at beginning of period | $ (12.2) | $ (9.7) | $ (8.8) |
(Charges) Income | (3.2) | (2.3) | (2) |
Deductions from (increase to) reserves and other | 1 | (0.2) | 1.1 |
Balance at end of period | (14.4) | (12.2) | (9.7) |
Valuation allowances against deferred tax assets: | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves | |||
Balance at beginning of period | (151.4) | (199.1) | (219.6) |
(Charges) Income | 5.1 | 57.9 | 25.2 |
Deductions from (increase to) reserves and other | (6.9) | (10.2) | (4.7) |
Balance at end of period | $ (153.2) | $ (151.4) | $ (199.1) |