Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-37533 | ||
Entity Registrant Name | GCP Applied Technologies Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-3936076 | ||
Entity Address, Address Line One | 2325 Lakeview Parkway | ||
Entity Address, City or Town | Alpharetta | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30009 | ||
City Area Code | 617 | ||
Local Phone Number | 876-1400 | ||
Title of 12(b) Security | Common Stock, $.01 par value | ||
Trading Symbol | GCP | ||
Security Exchange Name | 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 Public Float | $ 1,712,529,642 | ||
Entity Common Stock, Shares Outstanding | 73,983,329 | ||
Documents Incorporated by Reference | Portions of the definitive proxy statement for our 2022 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K. | ||
Entity Central Index Key | 0001644440 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Atlanta, Georgia |
Auditor Firm ID | 238 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net sales | $ 970.1 | $ 903.2 | $ 1,013.5 |
Cost of goods sold | 626.2 | 545.3 | 629.8 |
Gross profit | 343.9 | 357.9 | 383.7 |
Selling, general and administrative expenses | 254.6 | 264.5 | 272.8 |
Restructuring and repositioning expenses | 33.3 | 30.3 | 30.3 |
Interest expense, net | 22.5 | 21.5 | 22.7 |
Other (income) expenses, net | (0.4) | 14.1 | 22.7 |
Gain on sale of corporate headquarters | 0 | (110.2) | 0 |
Total costs (income) | 310 | 220.2 | 348.5 |
Income from continuing operations before income taxes | 33.9 | 137.7 | 35.2 |
Income tax (expense) benefit | (12.1) | (36.7) | 6 |
Income from continuing operations | 21.8 | 101 | 41.2 |
(Loss) income from discontinued operations, net of income taxes | (0.3) | (0.3) | 5.7 |
Net income | 21.5 | 100.7 | 46.9 |
Less: Net income attributable to noncontrolling interests | (0.3) | (0.5) | (0.4) |
Net income attributable to GCP shareholders | 21.2 | 100.2 | 46.5 |
Amounts Attributable to GCP Shareholders: | |||
Income from continuing operations attributable to GCP shareholders | 21.5 | 100.5 | 40.8 |
(Loss) income from discontinued operations, net of income taxes | (0.3) | (0.3) | 5.7 |
Net income attributable to GCP shareholders | $ 21.2 | $ 100.2 | $ 46.5 |
Basic earnings per share: | |||
Income from continuing operations attributable to GCP shareholders (in usd per share) | $ 0.29 | $ 1.38 | $ 0.56 |
Income from discontinued operations, net of income taxes (in usd per share) | 0 | (0.01) | 0.08 |
Net income attributable to GCP shareholders (in usd per share) | $ 0.29 | $ 1.37 | $ 0.64 |
Weighted average number of basic shares (in shares) | 73.4 | 73 | 72.6 |
Diluted (loss) earnings per share | |||
Income (loss) from continuing operations attributable to GCP shareholders (in usd per share) | $ 0.29 | $ 1.37 | $ 0.56 |
Income from discontinued operations, net of income taxes (in usd per share) | 0 | 0 | 0.08 |
Net income attributable to GCP shareholders (in usd per share) | $ 0.29 | $ 1.37 | $ 0.64 |
Weighted average number of diluted shares (in shares) | 73.5 | 73.1 | 72.9 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 21.5 | $ 100.7 | $ 46.9 |
Other comprehensive (loss) income: | |||
Defined benefit pension and OPEB plans | 0.6 | (0.5) | (0.6) |
Income tax effect | (0.2) | 0.1 | 0.1 |
Currency translation adjustments | (18.8) | 5.9 | 3.7 |
Income tax effect | (0.6) | 0.9 | (0.1) |
Gain (loss) from hedging activities, net | 0.1 | 0.1 | (0.1) |
Total other comprehensive (loss) income | (18.9) | 6.5 | 3 |
Comprehensive income | 2.6 | 107.2 | 49.9 |
Less: Comprehensive income attributable to noncontrolling interests | (0.3) | (0.5) | (0.4) |
Comprehensive income attributable to GCP shareholders | $ 2.3 | $ 106.7 | $ 49.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 500.6 | $ 482.7 |
Trade accounts receivable, net | 162.4 | 169.4 |
Inventories | 130.7 | 98.4 |
Current assets held for sale | 22 | 0 |
Other current assets | 45.9 | 41.2 |
Total Current Assets | 861.6 | 791.7 |
Properties and equipment, net | 213.2 | 225.6 |
Goodwill | 205.5 | 215 |
Technology and other intangible assets, net | 48.8 | 70.9 |
Other assets | 117.5 | 114.4 |
Total Assets | 1,446.6 | 1,417.6 |
Current Liabilities | ||
Less: current portion of long-term debt | 2.1 | 2.8 |
Current liabilities held for sale | 2.6 | 0 |
Accounts payable | 102.3 | 87.8 |
Other current liabilities | 124.9 | 133.8 |
Total Current Liabilities | 231.9 | 224.4 |
Long-term debt | 348.8 | 348.9 |
Defined benefit pension plans | 56.5 | 62.9 |
Unrecognized tax benefits | 41.1 | 41 |
Income taxes payable | 24.1 | 28.4 |
Other liabilities | 72.3 | 57.9 |
Total Liabilities | 774.7 | 763.5 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred stock, par value $0.01; 50,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 73,845,554 and 73,082,066, respectively | 0.7 | 0.7 |
Paid-in capital | 80.2 | 61.9 |
Accumulated earnings | 731.5 | 710.3 |
Accumulated other comprehensive loss | (129.4) | (110.5) |
Treasury stock | (13.8) | (10.7) |
Total GCP Stockholders’ Equity | 669.2 | 651.7 |
Noncontrolling interests | 2.7 | 2.4 |
Total Stockholders’ Equity | 671.9 | 654.1 |
Total Liabilities and Stockholders’ Equity | $ 1,446.6 | $ 1,417.6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, outstanding (in shares) | 73,845,554 | 73,082,066 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Paid-In Capital | Accumulated Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Non-controlling Interests |
Beginning Balance at Dec. 31, 2018 | $ 481.1 | $ 0.7 | $ 39.6 | $ 563.6 | $ (120) | $ (4.8) | $ 2 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 46.9 | 46.5 | 0.4 | ||||
Share-based compensation | 6.2 | 6.2 | |||||
Exercise of stock options | 7.6 | 7.6 | |||||
Share repurchases | (3.8) | (3.8) | |||||
Other comprehensive income (loss) | 3 | 3 | |||||
Ending Balance at Dec. 31, 2019 | 541 | 0.7 | 53.4 | 610.1 | (117) | (8.6) | 2.4 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 100.7 | 100.2 | 0.5 | ||||
Share-based compensation | 7 | 7 | |||||
Exercise of stock options | 1.5 | 1.5 | |||||
Share repurchases | (2.1) | (2.1) | |||||
Other comprehensive income (loss) | 6.5 | 6.5 | |||||
Dividends and other changes in noncontrolling interest | (0.5) | (0.5) | |||||
Ending Balance at Dec. 31, 2020 | 654.1 | 0.7 | 61.9 | 710.3 | (110.5) | (10.7) | 2.4 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 21.5 | 21.2 | 0.3 | ||||
Share-based compensation | 6.9 | 6.9 | |||||
Exercise of stock options | 11.4 | 11.4 | |||||
Share repurchases | (3.1) | (3.1) | |||||
Other comprehensive income (loss) | (18.9) | (18.9) | |||||
Ending Balance at Dec. 31, 2021 | $ 671.9 | $ 0.7 | $ 80.2 | $ 731.5 | $ (129.4) | $ (13.8) | $ 2.7 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES | |||
Net income | $ 21.5 | $ 100.7 | $ 46.9 |
Less: (Loss) income from discontinued operations | (0.3) | (0.3) | 5.7 |
Income from continuing operations | 21.8 | 101 | 41.2 |
Reconciliation to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 45.9 | 46.4 | 43.2 |
Impairment of assets related to restructuring plans | 8 | 2.3 | 4.3 |
Provisions for expected credit losses and inventory obsolescence | 7.8 | 6.7 | 9 |
Deferred income taxes | (7) | 1.3 | (18.7) |
Stock-based compensation expense | 5.8 | 4.6 | 6.2 |
Loss (gain) on disposal of assets and product lines | 2.3 | (110) | (0.7) |
Unrealized loss on foreign currency | 0.8 | 5.1 | 0.1 |
Other | 1.5 | 1.5 | 0.2 |
Changes in assets and liabilities, excluding effect of currency translation: | |||
Trade accounts receivable | (2.7) | 16.1 | 9.6 |
Inventories | (44.7) | (7.3) | 8.4 |
Accounts payable | 14.3 | (2.3) | (26.8) |
Pension assets and liabilities, net | (6.5) | (9.1) | 18.9 |
Other assets and liabilities, net | 2.1 | 17 | (17.2) |
Net cash provided by operating activities from continuing operations | 49.4 | 73.3 | 77.7 |
Net cash used in operating activities from discontinued operations | (0.3) | (2.7) | (13.7) |
Net cash provided by operating activities | 49.1 | 70.6 | 64 |
INVESTING ACTIVITIES | |||
Capital expenditures | (32.4) | (36) | (61.3) |
Proceeds from sale of corporate headquarters, net of transaction costs | 0 | 122.5 | 0 |
Other investing activities | 0.2 | 0.6 | 0.5 |
Net cash (used in) provided by investing activities from continuing operations | (32.2) | 87.1 | (60.8) |
Net cash used in investing activities from discontinued operations | 0 | 0 | (0.4) |
Net cash (used in) provided by investing activities | (32.2) | 87.1 | (61.2) |
FINANCING ACTIVITIES | |||
Proceeds from exercise of stock options | 11.4 | 1.1 | 7.6 |
Payments of tax withholding obligations related to employee equity awards | (1.7) | (1.7) | (3.8) |
Repayments under credit arrangements | (1.1) | (1.9) | (7.6) |
Payments on finance lease obligations | (0.7) | (0.8) | (0.8) |
Borrowings under credit arrangements | 0.5 | 2.2 | 0 |
Other financing activities | (1) | (0.9) | (0.4) |
Net cash provided by (used in) financing activities from continuing operations | 7.4 | (2) | (5) |
Effect of currency exchange rate changes on cash and cash equivalents | (6.4) | 2 | 1.1 |
Increase (decrease) in cash and cash equivalents | 17.9 | 157.7 | (1.1) |
Cash and cash equivalents, beginning of year | 482.7 | 325 | 326.1 |
Cash and cash equivalents, end of year | $ 500.6 | $ 482.7 | $ 325 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business GCP Applied Technologies Inc. (“GCP”, or the “Company”) is engaged in the production and sale of specialty construction chemicals and specialty building materials through two operating segments. Specialty Construction Chemicals (“SCC”) operating segment provides products, services and technologies to the concrete and cement industries, including concrete add mixtures and cement, as well as in-transit monitoring a nd m anagement systems, which reduce the cost and improve the performance and quality of cement, concrete, mortar, masonry, and other cementitious-based construction materials. Specialty Building Materials (“SBM”) operating segment manufactures and markets sheet and liquid membrane systems that protect structures from water, air and vapor penetration, as well as fireproofing and other products designed to protect the building envelope. Basis of Presentation The accompanying Consolidated Financial Statements are presented on a consolidated basis and include all of the accounts and operations of GCP and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The financial statements reflect the financial position, results of operations and cash flows of GCP in accordance with generally accepted accounting principles in the United States (“GAAP”) and with the instructions to Form 10-K. Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts. GCP conducts certain business through joint ventures with unaffiliated third parties. GCP consolidates the results of joint ventures in which it has controlling financial interest in the Consolidated Financial Statements. GCP reduces its consolidated net income by the amount of net income (loss) attributable to noncontrolling interests. In 2016, GCP entered into a separation and distribution agreement pursuant to which W.R. Grace & Co. (“Grace”) agreed to transfer its Grace Construction Products operating segment and the packaging technologies business, operated under the “Darex” name, of its Grace Materials Technologies operating segment to GCP (the “Separation”). Please refer to Note 18, “Related Party Transactions” for further information on the Tax Sharing Agreement between GCP and Grace related to Separation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses for the periods presented. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known. Actual results could differ from these estimates. Proposed Merger On December 5, 2021, GCP entered into an Agreement and Plan of Merger, or the ( “ Merger Agreement ”) , with Cyclades Parent, Inc., or Parent, and Cyclades Merger Sub, Inc., a wholly owned subsidiary of Parent, or Merger Sub, and Compagnie de Saint-Gobain S.A., solely for purposes set forth therein, or Guarantor and together with Parent and Merger Sub, collectively, ( “ Saint-Gobain ” ). Pursuant to the terms of the Merger Agreement, Merger Sub would merge with and into GCP, which referred to herein as the Merger, with GCP continuing as the surviving corporation of the Merger and as a wholly-owned subsidiary of Parent. Parent and Merger Sub are controlled by Guarantor. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of GCP ’s common stock that is issued and outstanding immediately prior to the effective time of the Merger (other than shares to be cancelled pursuant to the Merger Agreement or shares of common stock held by holders who have made a valid demand for appraisal in accordance with Section 262 of the Delaware General Corporation Law), shall be automatically converted into the right to receive $32.00 in cash, without interest. See Note 20, “Proposed Merger” for further information. Discontinued Operations In 2017 (the “Closing Date”), GCP completed the sale of its Darex Packaging Technologies (“Darex”) business to Henkel AG & Co. KGaA (“Henkel”) for $1.1 billion in cash. As discussed further in Note 21, “Disposals”, the results of operations for Darex have been excluded from continuing operations and segment results for all periods presented. Risk and Uncertainties In March 2020, the World Health Organization declared the outbreak of the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended a number of restrictive measures to contain the spread. Many governments in the regions where GCP generates the majority of its revenue have adopted such policies. GCP has been closely monitoring the impact of COVID-19 and working to manage the effects on its business globally. It is difficult to estimate with reasonable certainty at this time the duration and extent of the impact of the pandemic on the global economy, the Company’s business, financial position and results of operations. GCP has made certain estimates within its financial statements related to the impact of COVID-19, including allowances for credit losses related to the estimated amount of receivables not expected to be collected and excess, obsolete or damaged inventories, future expected cash flows related to impairment assessments of goodwill and long-lived assets, incentive compensation accruals, contingent liabilities, and sales allowances related to volume rebates recognized based on anticipated sales volume. There may be changes to the Company’s estimates in future periods due to uncertainty associated with the impact of COVID-19, the extent of which will depend largely on future developments, including new information which may emerge concerning the resurgence of the pandemic, as well as additional and unanticipated actions by government authorities to further contain the spread of COVID-19. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES Fiscal Year The Company’s fiscal year ends on December 31. Unless the context indicates otherwise, whenever a particular year is referenced, it means the fiscal year ended or ending in that particular calendar year. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid instruments with original maturities of three months or less that are readily convertible to known amounts of cash. The recorded amounts are presented at amortized cost within the “Cash and cash equivalents” in the Company’s Consolidated Balance Sheets and approximate fair value. Accounts Receivable, net Trade accounts receivable are amounts due from customers for products sold or services performed in the ordinary course of business and are stated at their estimated net realizable value representing amounts expected to be collected. Allowance for credit losses is recorded upon the initial recognition of trade accounts receivable and reviewed during each reporting period over their contractual life. Allowance for credit losses is measured based on historical loss rates and the impact of current and future conditions, including an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. The Company evaluates the allowance for credit losses for the entire portfolio of trade accounts receivable on an aggregate basis due to similar risk characteristics of its customers based on similar industry and historical loss patterns. Accounts receivable balances are written off against the allowance for credit losses when the Company determines that the balances are not recoverable. Provisions for expected credit losses are recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Operations. At December 31, 2021 and 2020, allowance for credit losses was $6.4 million and $7.0 million, respectively. The following table summarizes the activity for the allowance for credit losses during 2021, 2020 and 2019: 2021 2020 2019 (in millions) Beginning balance $ 7.0 $ 7.5 $ 5.8 Provision for expected credit losses 1.2 0.9 3.5 Write offs (1.5) (1.4) (1.7) Foreign currency translation adjustments (0.3) — (0.1) Ending balance $ 6.4 $ 7.0 $ 7.5 Inventories Inventories are stated at the lower of cost or net realizable value. Costs are determined on a first-in, first-out (“FIFO”) basis and include direct and certain indirect costs of materials and production. GCP provides allowances for excess, obsolete or damaged inventories based on their expected selling price, net of completion and disposal costs. Abnormal costs of production are expensed as incurred. Properties and Equipment Properties and equipment are stated at cost, net of accumulated depreciation. Depreciation expense for properties and equipment is computed using the straight-line method and charged to results of operations. Depreciation expense was $37.4 million, $37.4 million and $33.7 million, respectively, for 2021, 2020 and 2019. Interest costs are capitalized as part of the historical cost of acquiring properties and equipment that constitute major project expenditures and require a period of time to get them ready for their intended use. Fully depreciated assets are retained in properties and equipment and related accumulated depreciation accounts until they are removed from service. Cost of disposed assets, net of accumulated depreciation, are derecognized upon their retirement or at the time of disposal, and the corresponding amount, net of any proceeds from disposal, is reflected in the Company’s results of operations. Costs related to legal obligations associated with asset retirements, such as restoring a site to its original condition, are recognized as liabilities and corresponding assets at amounts equal to the net present value of estimated future cash flows that will be required to settle such liabilities. Capitalized asset costs are depreciated over the related asset’s estimated useful life. Useful lives are generally as follows: Buildings 20-40 years Information technology equipment 3-7 years Operating machinery and equipment 3-10 years Furniture and fixtures 5-10 years During 2021, 2020 and 2019, the Company recorded asset write off charges of $4.9 million, $1.1 million and $4.3 million, respectively, related to its properties and equipment in connection with its restructuring and repositioning plans. Please refer to Note 4, “Restructuring and Repositioning Expenses” for further information regarding those restructuring and repositions plans. Goodwill Goodwill arises from certain business combinations and represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired. GCP reviews its goodwill for impairment at the reporting unit level on an annual basis, or more often if impairment indicators are present based on events or changes in circumstances indicating that the carrying amount of goodwill may not be fully recoverable. Recoverability is assessed at the reporting unit level which is most directly associated with the business combination that resulted in the recognition of the goodwill. GCP has determined that it has two reporting units which are its operating segments. The Company first assesses qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company determines, based on this assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying value, it performs a quantitative goodwill impairment test by comparing these amounts. If the fair value of the reporting unit exceeds its carrying amount, no impairment loss is recognized. However, if the carrying amount exceeds the fair value, the goodwill of the reporting unit is impaired, and the amount of such excess is recognized as an impairment loss upon writing down goodwill to its fair value. Fair value of a reporting unit is determined based on Level 3 inputs using a combined weighted average of a market-based approach (utilizing fair value multiples of comparable publicly traded companies) and an income-based approach (utilizing discounted projected cash flows model). In applying the income-based approach, the fair value of each reporting unit is determined in accordance with the discounted projected cash flow valuation model based on the estimated projected future cash flows and terminal value discounted at the rate which reflects the weighted average costs of capital. The inputs and assumptions that are most likely to impact the reporting unit’s fair value include the discount rate, long-term sales growth rates and forecasted operating margins. In applying the market-based approach, GCP determines the reporting unit’s business enterprise fair value based on inputs and assumptions related to average revenue multiples and earnings before interest, tax, depreciation and amortization multiples derived from its peer group which are weighted and adjusted for size, risk and growth of the individual reporting unit. Application of the goodwill impairment assessment requires judgment based on market and operational conditions at the time of the evaluation, including management’s best estimates of the reporting unit’s future business activity and the related estimates and assumptions of future cash flows from the assets that include the associated goodwill. Different estimates and assumptions of forecasted long-term sales growth rates, operating margins, future cash flows, weighted average cost of capital discount rate, as well as peer company multiples used in the valuation models could result in different estimates of the reporting unit’s fair value at each testing date. These periodic evaluations could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair market values. Future business conditions could differ materially from the projections made by management which could result in additional adjustments and impairment charges. GCP performed its annual impairment test at October 31, 2021 and 2020 for the two reporting units. The Company performed a qualitative assessment as a part of the impairment test in 2021 and determined that it was not likely that the fair values of the reporting units were less than their carrying amounts. As such, the Company did not perform quantitative assessments and did not recognize impairment losses as a result of the analysis. The Company performed a quantitative assessment as part of the impairment test in 2020, and the fair values of the reporting units were significantly in excess of their carrying values. As such, GCP did not recognize impairment losses as a result of the analysis. If events occur or circumstances change that would more likely than not reduce the fair values of the reporting units below their carrying values, goodwill will be evaluated for impairment between annual tests. There were no impairment losses recognized in any of the periods presented in the Consolidated Statements of Operations. Intangible Assets Intangible assets with finite lives consist of customer relationships, technology, trademarks and other intangibles and are amortized over their estimated useful lives, ranging from 1 to 20 years. See Note 5, “Intangible Assets and Goodwill”. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, customer attrition rates, royalty cost savings and appropriate discount rates used in computing present values. GCP reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable based on indicators of impairment. For purposes of this test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the Company determines that indicators of potential impairment are present, it assesses the recoverability of a long-lived asset group by comparing the sum of its undiscounted future cash flows to its carrying value. The future cash flow period is based on the future service life of the primary asset within the long-lived asset group. If the carrying value of the long-lived asset group exceeds its future cash flows, the Company determines fair values of the individual net assets within the long-lived asset group to assess for potential impairment. If the aggregate fair values of the individual net assets of the group are less than their carrying values, an impairment loss is recognized for an amount in excess of the group’s aggregate carrying value over its fair value. The loss is allocated to the assets within the group based on their relative carrying values, with no asset reduced below its fair value determined in accordance with an income-based approach utilizing projected discounted cash flows model. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets consist mostly of trademarks. GCP reviews its indefinite-lived intangible assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amounts may not be fully recoverable. Indefinite-lived intangible assets are tested for impairment by performing either a qualitative evaluation or a quantitative test which requires judgment based on market and operational conditions at the time of the evaluation. GCP first assesses qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that indefinite-lived intangible assets are impaired. If GCP determines, based on this assessment, that it is more likely than not that the assets are impaired, it performs a quantitative impairment test by comparing the assets’ fair values with their carrying values. No impairment loss is recognized if the fair values exceed the carrying values. However, if the carrying values of the indefinite-lived intangible assets exceed their fair values, the amount of such excess is recognized as an impairment loss during the period identified and the assets’ carrying values are written down to their fair values. Fair values of the indefinite-lived intangible assets are determined based on Level 3 inputs using a relief-from-royalty valuation method. The inputs and assumptions that are most likely to impact the intangible assets’ fair values due to their sensitivity include the discount rate, royalty rate and long-term sales growth rates. GCP performed its annual impairment assessment related to the indefinite-lived intangible assets at October 31, 2021 and 2020. The Company performed a qualitative assessment as a part of the impairment test in 2021 and determined that it was not likely that the fair values of the indefinite-lived intangible assets were less than their carrying amounts. As such, it did not perform the quantitative assessment as a part of the impairment test and did not recognize impairment losses as a result of its analysis.The Company performed a quantitative assessment as part of the impairment test in 2020, and the fair values of the indefinite-lived intangible assets were significantly in excess of their carrying values. As such, GCP did not recognize impairment losses as a result of the analysis. If events occur or circumstances change that would more likely than not reduce the fair values of the indefinite-lived intangible assets below their carrying values, the indefinite-lived intangible assets will be evaluated for impairment between annual tests. There were no impairment losses recognized during any of the periods presented in the Consolidated Statements of Operations. Leases GCP determines at contract inception whether the contract represents or contains a lease and conveys the right to control the use of an identified asset over a period of time in exchange for consideration. For leases with terms greater than 12 months, the Company recognizes right-of-use assets and lease obligations at the lease commencement date based on a present value of lease payments over the lease term. Lease payments included in the measurement of right-of-use assets and lease obligations consist of: (1) fixed payments, including periodic rent increases and excluding any lease incentives paid or payable to the Company by a lessor, and (2) certain variable payments that depend on an index or a market rate measured on the commencement date. The Company estimates its incremental borrowing rate (“IBR”) based on the remaining lease term and remaining lease payments, as well as other information available at lease commencement since a readily determinable implicit rate is not provided in the Company’s leases. The IBR is the rate of interest that the Company would have to borrow on a collateralized basis over a similar term and amount in a similar economic environment. The Company determines the IBR for its leases by adjusting the local risk-free interest rate with a credit risk premium corresponding to the Company’s credit rating. The Company has elected to utilize a portfolio approach as it pertains to the application of the appropriate discount rates to its portfolios of leases. The weighted average discount rate for operating leases was 6.0% and 5.5%, respectively, at December 31, 2021 and 2020. Right-of-use assets for operating leases are initially measured on the lease commencement date and include any initial direct costs incurred, as well as lease obligation amounts, net of any lease incentives received from a lessor. Lease expense for operating leases is recognized on a straight-line basis over the lease term which includes: non-cancelable term during which the Company has a right to use an underlying asset, renewal options that extend the lease, are in the control of the lessor and reasonably certain to be exercised, and options to terminate the lease before the end of its non-cancelable term that are not reasonably certain to be exercised. Variable payments that are excluded from the measurement of right-of-use assets and lease obligations consist primarily of non-lease related services, the Company’s proportionate share of operating expenses for the leased facilities and certain payments related to excess mileage and usage charges for the leased vehicles and equipment. Such variable payments are recognized as lease expense in the results of operations when the obligation is incurred. The Company does not record right-of-use assets and lease obligations for leases with an initial term of 12 months or less and recognizes lease expense on a straight-line basis over the lease term. Finance leases are included in “Properties and equipment, net”, “Current portion of long-term debt” and “Long-term debt” in the Company’s Consolidated Balance Sheets and are not material at December 31, 2021 and 2020. Revenue Recognition Revenue is recognized upon transfer of control of products or services promised to customers in an amount that reflects the consideration the Company expects to receive in exchange for these products or services. Please refer to Note 3, “Revenue from Lessor Arrangements and Contracts with Customers” for further information on the Company’s revenue recognition policies. Income Tax As a global enterprise, GCP is subject to a complex array of tax regulations and needs to make assessments of applicable tax law and judgments in estimating its ultimate income tax liability. Income tax expense and income tax balances represent GCP’s federal, state and foreign income taxes as an independent company. GCP files a U.S. consolidated income tax return, along with foreign and state corporate income tax filings, as required. GCP ’ s deferred taxes and effective tax rate may not be comparable to those of historical periods prior to the Separation. Please refer to Note 9, “Income Taxes” for details regarding estimates used in accounting for income tax matters, including unrecognized tax benefits. Deferred tax assets and liabilities are recognized with respect to the expected future tax consequences of events that have been recorded in the consolidated financial statements. If it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is provided against such deferred tax assets. The assessment of realization of deferred tax assets is performed based on the weight of the positive and negative evidence available to indicate whether the asset is recoverable, including tax planning strategies that are prudent and feasible. Tax benefits from an uncertain tax position are recognized only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. Tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. GCP evaluates such likelihood based on relevant facts and tax law. Pension Benefits GCP’s method of accounting for actuarial gains and losses relating to its global defined benefit pension plans is referred to as “mark-to-market accounting.” In accordance with mark-to-market accounting, GCP’s pension costs consist of two elements: 1) ongoing costs recognized periodically, which include service and interest costs, expected returns on plan assets and amortization of prior service costs/credits; and 2) mark-to-market gains and losses recognized annually in the fourth quarter resulting from changes in actuarial assumptions, such as discount rates and the difference between actual and expected returns on plan assets. If a significant event occurs, such as a major plan amendment or curtailment, GCP’s pension obligations and plan assets would be remeasured at an interim period and the mark-to-market gains or losses on remeasurement would be recognized in that period. The net periodic pension costs and the defined benefit pension plan obligation are determined based on certain assumptions related to the estimated future benefits that employees earn while providing services, the amount of which cannot be completely determined until the benefit payments cease. Key assumptions used in accounting for employee benefit plans include the discount rate and the expected return on plan assets. Assumptions are determined based on Company data and appropriate market indicators in consultation with third-party actuaries and evaluated each year at the plans’ measurement date. A change in any of these assumptions would have an effect on net periodic pension costs and the defined benefit pension plan obligation. Stock-Based Compensation Expense GCP grants equity awards, including stock options, restricted stock units (the “RSUs”), PBUs with market conditions which vest upon the satisfaction of a performance condition and/or a service condition, as well as stock options with market conditions which vest upon the satisfaction of a service condition. GCP estimates the fair value of equity awards issued at the grant date. The fair value of the awards is recognized as stock-based compensation expense on a straight line basis, net of estimated forfeitures, for each separately vesting portion of the award over the employee’s requisite service period which may be a stated vesting period during which employees render services in exchange for equity instruments of the Company. Estimates related to equity award forfeitures are adjusted to their actual amounts at the end of the vesting period resulting in the recognition of cumulative stock-based compensation expense only for those awards that actually vest. The fair value of RSUs is determined based on the number of shares granted and the closing market price of the Company’s common stock on the date of grant. The fair value of stock options is determined using the Black-Scholes option-pricing model which incorporates the assumptions related to the risk-free rate, options’ expected term, expected stock price volatility and expected dividend yield. The risk-free rate is based on the U.S. Treasury yield curve published at the grant date, with maturities approximating the expected term of the options. GCP estimates the expected term of the options based on the simplified method in accordance with U.S. GAAP, determined as the average term between the options’ vesting period and their contractual term. GCP estimates the expected stock price volatility based on an industry peer group’s historic stock prices over a period commensurate with the options’ expected term. The expected dividend yield is zero based on the Company’s history and expectation of not paying dividends on common shares. During 2020, GCP granted stock options with market conditions to the newly appointed CEO. Such options are expected to cliff vest in three years based on the achievement of certain targets ranging between 0% and 200% related to the Company’s common stock market price performance over a certain time period relative to the closing market price on the grant date. The fair value of stock options was determined using a Monte Carlo simulation based on the weighted-average value of options determined for each performance target and the assumptions related to the risk-free rate, options’ expected term and expected stock price volatility computed based on the methodology consistent with the Black-Scholes option-pricing model. During 2021, 2020 and 2019, the Company granted performance-based restricted stock units (“PBUs”) to certain key employees. PBUs are performance-based units which are granted by the Company with market conditions. PBUs granted in 2021 are expected to cliff vest over two years, while PBUs granted in 2020 and 2019 are expected to cliff vest over three years. All PBUs will be settled in GCP common stock. PBUs granted in 2021 are based on the following metrics: (1) a 2-year cumulative free cash flow target metric for approximately 33.3% of awards; (2) a 2 -year cumulative adjusted earnings before interest, tax, depreciation and amortization metric for approximately 33.3% of awards; (3) the Company’s 2-year TSR relative to the performance of the Russell 3000 Specialty Building Materials Index and the peer group approved by the Board’s Compensation Committee for approximately 33.3% of awards. PBUs granted in, 2020 and 2019 are based on a three years cumulative adjusted diluted earnings per share measure that is modified, up or down, based on the Company’s total shareholder return (“TSR”) relative to the performance of the Russell 3000 Specialty Chemicals and Building Materials Indices. PBUs are remeasured during each reporting period based on their expected payout which may range between 0% to 200% based on the achievement of performance targets required for the awards’ vesting. Therefore, the stock-based compensation expense recognized for these awards during each reporting period is subject to volatility until the final payout target is determined at the end of the applicable performance period. PBUs granted during 2021, 2020 and 2019 were valued using a Monte Carlo simulation, which is commonly used for assessing the grant date fair value of equity awards with a relative TSR modifier. The risk-free rate is a continuous rate based on the U.S. Treasury yield curve published at the grant date, based on maturity commensurate with the remaining performance period (expected term) of the PBUs. Expected volatility is based on the annualized historical volatility of GCP’s stock price. Historical volatility is calculated based on a look-back period commensurate with the remaining performance period of the PBUs. Correlation coefficients are used in the Monte Carlo valuation to simulate future stock prices. This includes correlations between: (i) the Company’s stock price and the Index, and (ii) the stock price of each constituent included in the Index and the Index itself. The correlation coefficient is based on daily stock returns of the Company and the Index using a look-back period commensurate with the remaining performance period of the PBUs, or the longest available based on the Company’s trading history as a public company. The expected dividend yield is zero based on the Company’s history and expectation of not paying dividends on common shares. Stock compensation costs are included within “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Please refer to Note 14, “Stock Incentive Plans” for further information on equity awards. Research and Development Expense Research and development (“R&D”) costs are expensed as incurred and consist primarily of personnel expenses related to development of new products and enhancements to existing products. R&D costs also include depreciation and amortization expenses related to R&D assets and expenses incurred in funding external research projects. R&D costs were $17.8 million, $17.9 million and $18.4 million for 2021, 2020 and 2019, respectively and presented within “Other (income) expenses, net” in the Company’s Consolidated Statements of Operations. Restructuring and Repositioning Expenses Restructuring and reposition actions are related to streamlining operations and improving profitability. Restructuring expenses generally include severance and other employee-related costs, contract termination costs, asset impairments, facility exit costs, moving and relocation, and other related costs. For the ongoing employee benefit arrangements provided to Company employees, GCP records severance and other employee termination costs associated with restructuring actions when the likelihood of future settlement is probable and the related benefit amounts can be reasonably estimated. For the one-time employee termination benefit arrangements, a liability for the termination benefits is measured at fair value and recognized on the communication date. Asset write offs are recorded in accordance with the Company’s accounting policy on Long-Lived Assets described above. See Note 4, “Restructuring and Repositioning Expenses” for additional information. Repositioning activities generally represent major strategic or transformational actions to enhance the value and performance of the Company, improve business efficiency or optimize the Company’s footprint. Repositioning expenses include professional fees for legal, consulting, accounting and tax services, employment-related costs, such as recruitment, relocation and compensation, as well as other expenses incurred that are directly associated with the repositioning activity. Repositioning activities may also include capital expenditures. See Note 4, “Restructuring and Repositioning Expenses” for additional information. GCP recognizes restructuring and repositioning expenses in the period the related liabilities are incurred and records them in “Restructuring and repositioning expenses” or in those captions within discontinued operations, in the Consolidated Statements of Operations. Restructuring expenses and repositioning expenses are excluded from segment operating income. Please refer to Note 19, “Segments” for additional details. Foreign Currency Transactions and Translation Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other (income) expenses, net” in the Company’s Consolidated Statements of Operations. Net foreign currency transaction and remeasurement gains of $1.8 million and $1.5 million are reflected in “Other (income) expenses, net” for 2021 and 2020, respectively and net foreign currency transaction and remeasurement losses of $0.3 million are recorded in 2019. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at current exchange rates, while revenues, costs and expenses are translated at average exchange rates during each reporting period. The resulting currency translation adjustments are included in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. Highly Inflationary Economies The financial statements of any subsidiaries located in countries with highly inflationary economies are remeasured based on the currency designated as the functional currency, typically the U.S. dollar. Translation adjustments recognized as a result of such remeasurements are reflected in the results of operations in the Consolidated Statements of Operations. GCP began accounting for its operations in Argentina as a highly inflationary economy effective July 1, 2018. The functional currency of the Company’s subsidiary operating in Argentina is the U.S. dollar and all remeasurement adjustments after the effective date are reflected in GCP’s results operations in the Consolidated Statements of Operations. During 2021, 2020 and 2019, the Company incurred losses of $0.3 million , $0.5 million, and $1.1 million, respectively, related to the remeasurement of these monetary net assets which are included in “Other (income) expenses, net” in the Consolidated Statements of Operations. Net sales generated by the Argentina subsidiary were not material to the Company’s consolidated net sales during 2021, 2020 and 2019. Monetary net assets denominated in local currency within the Company’s Argentina subsidiary were not material to GCP’s consolidated total assets at December 31, 2021 and 2020. Earnings per Share GCP computes basic earnings per share by dividing net income by the weighted average common shares outstanding during the period. Diluted earnings per share is determined by dividing net income by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares which consist of employee equity awards. To the extent their effect is dilutive, employee equity awards are included in the calculation of diluted income per share based on the treasury stock method. Potential common shares are excluded from the calculation of dilutive weighted average shares outstanding if their effect would be anti-dilutive at the balance sheet date based on a treasury stock method o |
REVENUE FROM LESSOR ARRANGEMENT
REVENUE FROM LESSOR ARRANGEMENTS AND CONTRACT WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM LESSOR ARRANGEMENTS AND CONTRACT WITH CUSTOMERS | REVENUE FROM LESSOR ARRANGEMENTS AND CONTRACT WITH CUSTOMERS Short-Term Arrangements The majority of the Company’s revenue is generated from short-term arrangements associated with the production and sale of concrete admixtures and cement additives within its SCC operating segment, as well as sheet and liquid membrane systems and other specialty products designed to protect the building envelope within its SBM operating segment. The products sold are priced based on the costs of producing goods and the value delivered to the customer. In these arrangements, the customer generally pays GCP for the contract price agreed upon within a short period of time, which is between 30 and 60 days. For such arrangements, the transfer of control takes place at a point in time when products are shipped or delivered to the customer. The evaluation of transfer of control for these goods does not involve significant judgment. Revenue from these contracts with customers is therefore typically recognized upon shipment of the product or delivery at the customer’s site based on shipping terms provided the transaction price can be estimated appropriately and the Company expects to collect the consideration to which it is entitled in exchange for the products it ships. The Company generates revenue from short-term arrangements within its SCC operating segment which involve selling concrete admixtures and providing dispensers to customers. Such arrangements contain a lease element due to the customer’s right to control the use of the dispensers over a period of time in exchange for consideration. The Company has elected to apply the practical expedient to the dispenser asset class and combine lease and non-lease components related to dispenser maintenance services which are accounted for as one component due to the same timing and pattern of transfer and the lease component being classified as an operating lease. The combined component is accounted for in accordance with Topic 842 since the lease component is predominant. Concrete admixtures sold as a part of these arrangements do not get combined with the lease component since they do not meet the defined criteria. The Company allocates contract consideration between the lease component and concrete admixtures based on their relative stand-alone selling prices determined based on a cost plus a reasonable margin approach for the lease component and standalone selling prices for the concrete admixtures. The Company recognizes revenue for the concrete admixtures at a point of time when the control is transferred to the customer. The lease component is considered to have a short non-cancelable lease term which is generally 30 days or less and classified as an operating lease. GCP records dispensers as fixed assets and depreciates them over their estimated useful life of 10 years. Long-Term Arrangements The Company generates revenue from long-term arrangements within its SCC operating segment, which generally consist of VERIFI and Ductilcrete sales arrangements. VERIFI sales arrangements involve installing equipment on the customers’ trucks and at their plants, as well as performing slump management and truck location tracking services. The installed equipment represents a lease since the customer has the right to control the equipment use over a period of time in exchange for consideration. Slump management and truck location tracking services represent a non-lease component. The Company classifies these leases as operating and accounts for the lease and the non-lease components separately since it did not elect to apply the practical expedient to combine them for the VERIFI equipment asset class. Contract consideration for VERIFI sales arrangements consists primarily of fixed installation fees and other fixed payments and gets allocated between the lease and non-lease components based on valuation techniques that estimate a relative stand-alone selling price of each component. The Company recognizes revenue for the lease component on a straight line basis over the lease term. VERIFI equipment is recorded within “Properties and equipment, net” in the Consolidated Balance Sheets and depreciated over an estimated useful life of seven years. The services included within the non-lease component represent the Company’s stand ready promise to perform a series of daily distinct services, which is combined into a single performance obligation. The Company recognizes revenue associated with such services over time since the customer simultaneously receives and consumes the benefits provided by such services. The transaction price in a VERIFI sales arrangement consists of fixed installation fees and other fixed payments included in the contract consideration, as well as slump management fees which are dependent on the quantity of material poured and represent variable consideration. The Company allocates the contract consideration and the variable consideration between the lease and non-lease components based on their relative stand-alone selling prices. Revenue related to variable consideration for the lease and non-lease components is recorded at the time the services are performed and constrained by the amount for which a significant revenue reversal is not probable to occur. Revenue generated from VERIFI sales arrangements represented less than 10% of the Company’s consolidated revenue during 2021, 2020 and 2019. Ductilcrete sales arrangements include licenses without significant standalone functionality and usage fees received upfront, both of which represent separate performance obligations for which revenue is recognized over the period of related services. Additional performance obligations included in these arrangements are related to other fees and product sales for which revenue is recognized at a point in time once such performance obligations are satisfied. Revenue generated from Ductilcrete sales arrangements represented less than 10% of the Company’s consolidated revenue during 2021, 2020 and 2019. The Company’s revenue is principally recognized as goods and services are delivered and performance obligations are satisfied upon delivery. The Company has certain long-term arrangements resulting in remaining obligations for which the work has not been performed or has been partially performed. At December 31, 2021, the aggregate amount of transaction price allocated to remaining performance obligations was immaterial and will be earned as revenue over the remaining term of these contracts, which is generally one The following table summarizes the revenue recognized for these sales arrangements for the years ended 2021, 2020 and 2019 and distinguishes between the lease and non-lease components: 2021 2020 2019 (in millions) Lease revenue Lease payments revenue $ 27.7 $ 28.8 $ 26.8 Variable lease revenue 11.0 10.3 7.8 Total $ 38.7 $ 39.1 $ 34.6 Service revenue Fixed installation revenue $ 2.0 $ 1.2 $ 0.1 Variable revenue 6.8 6.4 4.9 Total service revenue $ 8.8 $ 7.6 $ 5.0 Total $ 47.5 $ 46.7 $ 39.6 The future minimum lease payments receivable under the operating leases were not material at December 31, 2021. Other revenue considerations The Company generally provides warranties that its products will function as intended. GCP accrues a general warranty liability at the time of sale based on historical experience and on a transaction-specific basis according to individual facts and circumstances. The Company accepts returns for certain products sales. These returns are at the discretion of the Company and typically are granted only within six months from the date of sale. GCP records these returns at the time of the sale based on historical experience and recognizes them as a reduction of transaction price. Certain long-term agreements with customers may include one-time, upfront payments made to customers. GCP defers these costs and recognizes them as assets which get amortized over the term of the agreement as a reduction of gross sales. Certain customer arrangements include conditions for volume rebates. GCP records a rebate allowance and reduces transaction price for anticipated selling price adjustments at the time of sale. GCP regularly reviews and estimates rebate accruals based on actual and anticipated sales patterns. The Company also evaluates contracts with customers that contain early payment discounts and reduces transaction price by the amount not expected to be collected due to such discounts in any given period. |
RESTRUCTURING AND REPOSITIONING
RESTRUCTURING AND REPOSITIONING EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND REPOSITIONING EXPENSES | RESTRUCTURING AND REPOSITIONING EXPENSESRepositioning and other expenses are primarily related to consulting, professional services, facility exit cost, and other employee-related costs associated with the Company’s restructuring activities. Restructuring and repositioning activity was as follows. Severance Asset Impairment Repositioning and Other Total (in millions) Balance, December 31, 2019 $ 2.3 $ — $ 4.2 $ 6.5 Additional accrual 19.9 2.6 7.8 30.3 Payments (4.2) — (9.0) (13.2) Other (0.1) (2.6) (2.6) (5.3) Balance, December 31, 2020 17.9 — 0.4 18.3 Additional accrual 10.2 8.0 15.1 33.3 Payments (19.9) — (7.7) (27.6) Other — (8.0) (3.6) (11.6) Balance, December 31, 2021 $ 8.2 $ — $ 4.2 $ 12.4 The following table summarize the charges incurred and planned in connection with restructuring and repositioning plans. Severance Asset impairment Other Costs Repositioning and Other Total Costs (in millions) 2021 Plan: Estimated total costs $13-$15 $8-$9 $6-$7 $5 $32-$36 Cumulative costs to date $13.0 $7.4 $6.7 $3.8 $30.9 2019 Phase 2 Plan: Estimated total costs $25-$29 $1 $— $6-$8 $32-$38 Cumulative Costs to date $25.4 $0.9 $— $7.4 $33.7 2019 Plan: Estimated total costs $1 $1 $0-$1 $11 $13-$14 Cumulative Costs to date $0.9 $0.9 $0.3 $10.5 $12.6 2021 Restructuring and Repositioning Plan (the “2021 Plan”) In March 2021, the Board approved a business restructuring and repositioning plan related to the relocation of the Company’s corporate headquarters to the Atlanta, Georgia area, the closure of its Cambridge, Massachusetts campus, the build-out of new R&D locations near the Boston/Cambridge area, as well as the consolidation of other regional facilities and offices, including an organizational redesign, which is expected to lower costs. The program is expected to be completed by June 2022. During 2021 , the Company incurred $30.9 million of restructuring charges for the 2021 Plan recorded within Restructuring and Repositioning Expenses in the Statement of Operations. $13.0 million was primarily for severance, $7.4 million for asset impairment charges, $6.7 million for other associated costs and $3.8 million for repositioning expenses. 2019 Phase 2 Restructuring and Repositioning Plan (the “2019 Phase 2 Plan”) In July 2019, the Board approved a business restructuring and repositioning plan to optimize the design and footprint of the Company’s global organization, primarily with respect to its general administration and business support functions, and streamline cross-functional activities. The 2019 Phase 2 Plan resulted in the net reduction of approximately 10% of the Company’s workforce. The program was substantially completed in March 2021. During 2021 , the Company incurred $2.1 million of restructuring charges for the 2019 Phase 2 Plan recorded within Restructuring and Repositioning Expenses in the Statement of Operations. $1.4 million was for repositioning expense, $0.3 million was for severance and $0.4 million was for asset impairment charges. During 2020 , the Company incurred $26.1 million of restructuring charges for the 2019 Phase 2 Plan recorded within Restructuring and Repositioning Expenses in the Statement of Operations. $22.1 million was mostly for severance, $3.6 million was for repositioning expense, and $0.4 million for asset impairment charges. During 2019 , the Company incurred $5.5 million of restructuring charges for the 2019 Phase 2 Plan recorded within Restructuring and Repositioning Expenses in the Statement of Operations. $3.1 million was primarily for severance and $2.4 million was for repositioning expense. 2019 Restructuring and Repositioning Plan (the “2019 Plan”) In February 2019, the Board of Directors approved the 2019 Plan which focused on GCP’s global supply chain strategy, including its manufacturing, purchasing, logistics, and warehousing operations. The plan also addressed GCP’s service delivery model, primarily in North America, to streamline the Company’s pursuit of combined admixture and VERIFI opportunities. The program was completed by December 31, 2020. During 2020 , the Company incurred $3.2 million of restructuring charges for the 2019 Plan recorded within Restructuring and Repositioning Expenses in the Statement of Operations primarily for repositioning. During 2019 , the Company incurred $9.5 million of restructuring charges for the 2019 Plan recorded within Restructuring and Repositioning Expenses in the Statement of Operations primarily for repositioning expense. Other Restructuring & Reposition Plans During 2020 , the Company incurred $1.0 million of restructuring charges for other Plans within Restructuring and Repositioning Expenses in the Statement of Operations primarily for repositioning. During 2019 , the Company incurred $15.4 million of restructuring charges for other Plans within Restructuring and Repositioning Expenses in the Statement of Operations primarily for repositioning expense and asset impairment charges. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Technology and Intangible Assets At December 31, 2021 and 2020, technology and intangible assets, net of $48.8 million and $70.9 million, respectively, consisted of finite-lived intangible assets of $44.6 million and $66.5 million and indefinite-lived intangible assets of $4.2 million and $4.4 million, respectively. In 2020, GCP fully wrote off $1.5 million of technology intangibles assets. The following is a summary of the finite-lived intangible assets presented in the Consolidated Balance Sheets at December 31, 2021 and 2020: December 31, 2021 Gross Carrying Accumulated Net Book Value (in millions) Customer relationships $ 86.3 $ (46.2) $ 40.1 Technology 39.0 (24.7) 14.3 Trademarks 11.8 (10.4) 1.4 Other 6.4 (5.2) 1.2 143.5 (86.5) 57.0 Less: Intangibles classified as assets held for sale (18.9) 6.5 (12.4) Total $ 124.6 $ (80.0) $ 44.6 December 31, 2020 Gross Carrying Accumulated Net Book Value (in millions) Customer relationships $ 88.4 $ (42.0) $ 46.4 Technology 39.5 (22.8) 16.7 Trademarks 12.9 (10.8) 2.1 Other 6.7 (5.4) 1.3 Total $ 147.5 $ (81.0) $ 66.5 Amortization expense related to finite-lived intangible assets was $8.5 million, $9.0 million and $9.5 million, respectively, for 2021, 2020 and 2019. Weighted average amortization period for other intangible assets is 7.3 years. At December 31, 2021, the estimated future annual amortization expense for intangible assets is as follows (in millions): 2022 $ 7.4 2023 7.1 2024 6.9 2025 6.4 2026 6.1 Thereafter 10.7 Total $ 44.6 Goodwill The carrying amount of goodwill attributable to each operating segment and the changes in those balances during 2021 and 2020, are as follows: SCC SBM Total (in millions) Balance, December 31, 2019 $ 61.6 $ 147.3 $ 208.9 Foreign currency translation 1.6 4.5 6.1 Balance, December 31, 2020 63.2 151.8 215.0 Foreign currency translation (1.9) (4.4) (6.3) Less: Goodwill classified as current assets held for sale — (3.2) (3.2) Balance, December 31, 2021 $ 61.3 $ 144.2 $ 205.5 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following is a summary of obligations related to the senior notes and other borrowings: December 31, 2021 2020 (in millions) Revolving Credit Facility due 2023 $ — $ — 5.5% Senior Notes due in 2026 347.2 346.6 Other borrowings 3.7 5.1 Total debt 350.9 351.7 Less: current portion of long-term debt (2.1) (2.8) Long-term debt $ 348.8 $ 348.9 Weighted average interest rates on total debt obligations 5.5 % 5.5 % Revolving Credit Facility The Company entered into a $350 million Revolving Credit Facility on April 2018 maturing in April 2023. At December 31, 2021, there were no outstanding borrowings on the Revolving Credit Facility. There were $2.8 million in outstanding letters of credit which resulted in available credit of $347.2 million at December 31, 2021. The interest rate per annum applicable to the Revolving Credit Facility is equal to, at GCP’s option, either: (1) a base rate plus a margin ranging from 0.25% to 1.0%, or (2) LIBOR plus a margin ranging from 1.25% to 2.0%, based upon the total leverage ratio of GCP and its restricted subsidiaries in both scenarios. The Revolving Credit Facility will mature before LIBOR is no longer available. The Credit Agreement contains conditions that would require mandatory principal payments in advance of the maturity date of the Revolving Credit Facility, as well as certain customary affirmative and negative covenants and events of default. Customary affirmative covenants include, but are not limited to maintenance of legal existence and compliance with laws and regulations; delivery of consolidated financial statements and other information; payment of taxes; delivery of notices of defaults and certain other material events; and maintenance of adequate insurance. Customary negative covenants include, but are not limited to restrictions on dividends on and redemptions of, equity interests and other restricted payments; liens; loans and investments; the sale, transfer or disposition of assets and businesses; transactions with affiliates; and maintaining a maximum total leverage ratio and a minimum interest coverage ratio. Certain debt covenants may restrict the Company’s ability as it relates to dividends, acquisitions and other borrowings. Events of default under the Credit Agreement include, but are not limited to: failure to pay principal, interest, fees or other amounts under the Credit Agreement when due, taking into account any applicable grace period; any representation or warranty proving to have been incorrect in any material respect when made; failure to perform or observe covenants or other terms of the Credit Agreement subject to certain grace periods; a cross-default and cross-acceleration with certain other material debt; bankruptcy events; certain defaults under ERISA; and the invalidity or impairment of security interests. The Company was in compliance with all covenant terms at December 31, 2021 and there are no events of default. The Revolving Credit Facility is secured on a first priority basis by a perfected security interest in, and mortgages on substantially all U.S. tangible and intangible personal property, financial assets and real property owned by the Company in Chicago, Illinois and Mount Pleasant, Tennessee; a pledge of 100% of the equity of each material U.S. subsidiary of the Company; and 65% of the equity of a U.K. holding company. 5.5% Senior Notes The Company issued the 5.5% Senior Notes in April 2018 with an aggregate principal amount of $350 million maturing in April 2026. Interest on the 5.5% Senior Notes is payable semi-annually in arrears on April 15 and October 15 of each year. The 5.5% Senior Notes are reported net of unamortized discount and debt issuance costs, respectively of $2.7 million and $3.3 million, respectively, at December 31, 2021 and 2020. Based on quotes from dealers where obtainable or the value of the most recent trade in the market (Level 2), the outstanding 5.5% Senior Notes has a fair value of $358.9 million at December 31, 2021. The 5.5% Senior Notes were issued pursuant to an Indenture (the “Indenture”), by and among GCP, the guarantors party thereto (the “Note Guarantors”) and Wilmington Trust, National Association, as trustee. The 5.5% Senior Notes and the related guarantees rank equally with all of the existing and future unsubordinated indebtedness of GCP and the Note Guarantors and senior in right of payment to any existing and future subordinated indebtedness of GCP and the Note Guarantors. The 5.5% Senior Notes and related guarantees are effectively subordinated to any secured indebtedness of GCP or the Note Guarantors, as applicable, to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other liabilities of GCP’s non-guarantor subsidiaries. Subject to certain conditions stated in the Indenture, GCP may at any time after April 15, 2021, redeem the 5.5% Senior Notes in whole or in part at the redemption price equal: (i) 102.8% of the par value if redeemed after April 15, 2021, (ii) 101.4% of the par value if redeemed after April 15, 2022, and (iii) 100.0% of the par value if redeemed after April 15, 2023 and thereafter. Upon occurrence of a change of control, as defined in the Indenture, GCP will be required to make an offer to repurchase the 5.5% Senior Notes at a price equal to 101.0% of their aggregate principal amount repurchased plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. The Indenture contains covenants that limit the ability of GCP and its subsidiaries, subject to certain exceptions and qualifications set forth therein, to create or incur liens on certain assets, incur additional debt, make certain investments and acquisitions, consolidate, merge, or convey, transfer, or lease all or substantially all of their assets, sell certain assets, pay dividends on or make distributions in respect of GCP’s capital stock or make other restricted payments, enter into certain transactions with GCP’s affiliates and place restrictions on distributions from and other actions by subsidiaries. At December 31, 2021, the Company was in compliance with all covenants and conditions under the Indenture. The Indenture provides for customary events of default which are subject in certain cases to customary grace periods and include, among others: nonpayment of principal or interest, breach of other agreements in the Indenture, failure to pay certain other indebtedness, certain events of bankruptcy or insolvency, failure to discharge final judgments aggregating in excess of $50 million rendered against GCP or certain of its subsidiaries, and failure of the guarantee of the 5.5% Senior Notes by any of GCP’s significant subsidiaries to be in full force and effect. There are no events of default under the Indenture at December 31, 2021. Other Borrowings Other borrowings are comprised of various borrowings under lines of credits, primarily by non-U.S. subsidiaries as well as $2.4 million and $3.0 million of finance lease obligations at December 31, 2021 and 2020 respectively. Other borrowings have a fair value that approximate their carrying value. We have $40.7 million available under various non-U.S. credit facilities. The principal maturities of debt obligations outstanding, net of debt issuance costs, were as follows at December 31, 2021 (in millions): 2022 $ 2.1 2023 0.8 2024 0.6 2025 0.2 2026 347.2 Total debt $ 350.9 |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES The Company uses derivative instruments to partially offset its business exposure to foreign currency risk on net investments in certain foreign subsidiaries. The Company enters into foreign currency forward contracts to offset a portion of the changes in the carrying amounts of its net investments in foreign operations due to fluctuations in foreign currency exchange rates. At December 31, 2021 , the Company was a party to four forward contracts with an aggregate notional amount of €40.0 million to hedge foreign currency exposure on net investments in certain of its European subsidiaries whose functional currency is the Euro. These forward contracts are designated as hedging instruments and recognized at fair value as assets or liabilities in the accompanying Consolidated balance sheets. Each contract has a notional amount of €10.0 million and matures annually thr ough June 2025. During 2021, GCP settled one contract with a notional amount of €10.0 million upon its maturity in June 2021 and entered into a new contract with a notional amount of €10.0 million maturing in June 2025. The forward contracts are designated and qualify as net investment hedges for which effectiveness is assessed based on the spot rate method. The following table summarizes the fair value of the Company’s derivative instruments designated as net investment hedges at December 31, 2021 and 2020. Fair Value December 31, Balance Sheet Location 2021 2020 (in millions) Derivative assets Other current assets $ 0.7 $ — Derivative assets Other assets 1.0 — Derivative liabilities Other current liabilities — 0.4 Derivative liabilities Other liabilities 0.2 1.4 The fair value of derivative instruments is measured based on expected future cash flows discounted at market interest rates using observable market inputs and classified as Level 2 within the fair value hierarchy. The effects of our foreign exchange forward contracts on the Consolidated Statement of Operations and Comprehensive Income (Loss), is recorded as follows. 2021 2020 2019 (in millions) Gain recognized in the statements of operations and comprehensive income, net of tax $ 0.8 $ 1.0 $ 0.6 Cumulative translation adjustments 2.5 (3.5) 0.5 Income tax effect (0.6) 0.9 (0.1) |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases manufacturing and office facilities, as well as certain vehicles and equipment, under operating leases. Certain manufacturing facilities are leased under land and building lease arrangements where lease terms at December 31, 2021 consist of a remaining non-cancelable lease term of up to 2.5 years and renewal options that are reasonably certain to be exercised for an additional term of up to 16.6 years . The weighted average remaining lease term for operating leases was 14.2 years and 13.5 years , respectively, at December 31, 2021 and 2020. The following table summarizes components of lease expense which are recorded within cost of goods sold and selling, general and administrative expenses in its Consolidated Statements of Operations: 2021 2020 2019 (in millions) Operating lease expense $ 17.2 $ 13.7 $ 12.6 Variable lease expense 6.6 5.9 4.4 Short-term lease expense 2.3 3.0 2.4 Total lease expense $ 26.1 $ 22.6 $ 19.4 The following table summarizes lease liability maturities at December 31, 2021 (in millions): 2022 $ 8.9 2023 7.0 2024 5.1 2025 4.2 2026 3.5 Thereafter 41.9 Total undiscounted lease payments 70.6 Less: imputed interest (21.2) Present value of lease payments 49.4 Less: current operating lease obligations (7.5) Long-term operating lease obligations $ 41.9 In August 2021, the Company entered into two new leases for its corporate headquarters and global R&D in Alpharetta, Georgia and Wilmington, Massachusetts, respectively, and recorded a right-of-use asset and corresponding lease liability of $19.5 million. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Provision for Income Taxes The components of income from continuing operations before income taxes and the related provision (benefit) for income taxes are as follows: 2021 2020 2019 (in millions) Income from continuing operations before income taxes: Domestic $ 12.1 $ 103.1 $ 15.2 Foreign 21.8 34.6 20.0 Total $ 33.9 $ 137.7 $ 35.2 Income tax expense (benefit): Federal—current $ 1.5 $ 2.7 $ (13.4) Federal—deferred (0.3) 14.0 1.4 State and local—current 2.0 3.9 1.0 State and local—deferred 0.8 3.0 (0.4) Foreign—current 8.8 10.9 6.4 Foreign—deferred (0.7) 2.2 (1.0) Total $ 12.1 $ 36.7 $ (6.0) Effective Tax Rate The difference between the provision for income taxes at the U.S. federal income tax rates of 21% and GCP’s overall income tax expense (benefit) are as follows: 2021 2020 2019 (in millions) Tax provision at U.S. federal income tax rate $ 7.1 $ 28.9 $ 7.4 Nondeductible expenses and non-taxable items 3.2 3.7 1.7 Valuation allowance (2.8) 1.1 1.0 Change in rate 2.8 (4.5) — Effect of tax rates in foreign jurisdictions 1.8 2.6 3.6 State and local income taxes, net 1.5 5.5 0.9 U.S. foreign income tax credits (0.8) (1.5) (2.0) U.S. foreign income inclusions (0.5) (0.7) 1.2 Research and other state credits (0.5) (0.8) (1.3) Unrecognized tax benefits 0.5 (1.1) (20.3) Equity compensation (0.4) 0.4 (0.2) 2017 Tax Act — — 3.9 Recognition of outside basis differences — 1.1 (0.3) Brazil refund — — (3.2) Other 0.2 2.0 1.6 Income tax expense (benefit) $ 12.1 $ 36.7 $ (6.0) Unrecognized tax benefits in 2019 primarily related to an unrecognized tax benefit reversal of $20.2 million due to the regulatory clarification of the 2017 Tax Act in January 2019. Income tax expense for 2021 and 2020 was $12.1 million and $36.7 million, respectively, and income tax benefit for 2019 was $6.0 million, representing effective tax rates of 35.7%, 26.7%, and 17.0%, respectively. Deferred Tax Assets and Liabilities The components of the deferred tax assets and liabilities are as follows: December 31, 2021 2020 (In millions) Deferred tax assets: Foreign net operating loss carryforwards $ 14.4 $ 14.8 Operating lease obligations 12.7 8.7 Reserves and allowances 11.8 13.1 Pension benefits 5.3 8.8 Capitalized research and development 1.6 — Stock compensation 1.0 1.9 Interest Limitation Carryover 0.6 0.1 Foreign tax credit carryforwards — 1.5 Other 1.4 2.1 Total deferred tax assets 48.8 51.0 Deferred tax liabilities: Properties and equipment (15.1) (18.3) Operating lease right-of-use asset (12.2) (8.7) Outside basis difference in Verifi ® (6.4) (9.3) Inventories (4.3) (0.4) Intangible assets/goodwill (3.3) (2.2) Other (0.3) (1.1) Total deferred tax liabilities (41.6) (40.0) Valuation allowance: Foreign net operating loss carryforwards (12.8) (14.8) Foreign tax credit carryforwards — (1.5) Total valuation allowance (12.8) (16.3) Net deferred tax liabilities $ (5.6) $ (5.3) In evaluating GCP’s ability to realize its deferred tax assets, GCP considers all reasonably available positive and negative evidence, including recent earnings experience, expectations of future taxable income and the tax character of that income, the period of time over which temporary differences become deductible and the carryforward and/or carryback periods available to GCP for tax reporting purposes in the related jurisdiction. In estimating future taxable income, GCP relies upon assumptions and estimates about future activities, including the amount of future federal, state and foreign pretax operating income that GCP will generate; the reversal of temporary differences; and the implementation of feasible and prudent tax planning strategies. GCP records a valuation allowance to reduce deferred tax assets to the amount that it believes is more likely than not to be realized. During 2021, GCP released valuation allowances on deferred tax assets of $1.5 million for U.S. foreign tax credit carryovers; $1.1 million were able to be utilized on prior year return filings and $0.4 million were able to be utilized in 2021. The Company was able to utilize these assets due to a refinement made to the foreign source income calculation in 2021. At December 31, 2021 and 2020, GCP has recorded a valuation allowance of $12.8 million and $16.3 million respectively, to reduce its net deferred tax assets to the amount that is more likely than not to be realized. The realization of deferred tax assets is dependent on the generation of sufficient taxable income in the appropriate tax jurisdictions. GCP believes it is more likely than not that the remaining deferred tax assets will be realized. If GCP were to determine that it would not be able to realize a portion of its deferred tax assets in the future, for which there is currently no valuation allowance, an adjustment to the deferred tax assets would be charged to earnings in the period such determination was made. Conversely, if GCP were to make a determination that it is more likely than not that deferred tax assets, for which there is currently a valuation allowance, would be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded. During 2021, the Company decreased valuation allowances by $3.5 million. Of this amount, $1.5 million relates to U.S. foreign tax credit carryovers due to a refinement made regarding the foreign source income calculation in 2021, and a net $2.0 million for foreign net operating losses, primarily in France due to improved profitability. During 2020, the Company decreased valuation allowances by $0.9 million. Valuation allowances on foreign net operating losses decreased by a net $1.2 million which was comprised of decreases of $1.2 million related to foreign exchange impact primarily in Brazil. Foreign valuation allowances also decreased by $0.5 million due to releases of valuation allowances, the impact of which was offset by valuation allowance increases on U.S foreign tax credit carryovers of $0.3 million and valuation allowance increases on foreign net operating losses of $1.3 million. Foreign valuation allowances were further reduced by $0.8 million due to an unrecognized tax benefit recorded as a reduction in GCP’s foreign deferred tax assets. At December 31, 2021, the Company had net operating losses available for carryforward of approximately $52.6 million. These net operating losses consist primarily of Australia, Brazil, Chile, France, and Germany net operating losses of $0.4 million, $15.4 million, $2.6 million , $10.7 million, and $6.8 million respectively, each with an unlimited carryover period, and $8.5 million of India net operating losses that begin to expire in 2022. At December 31, 2021, the Company had no U.S. foreign tax credit carryovers. Note that the France net operating loss carryforward of $10.7 million is based on the tax return position, not reduced by any uncertain tax positions. Tax Reform The 2017 Tax Act (the “Act”) continues to impact the Company as the Internal Revenue Service (“IRS”) publishes additional guidance and regulations around the global intangible low-taxed income (“GILTI”), foreign derived intangible income (“FDII”), foreign tax credits, and deduction of the interest expense. On March 27, 2020, then President Trump signed into U.S. federal law the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. Economy. The CARES Act allows for increased net operating loss periods, alternative minimum tax credit refunds, and favorable modifications to the net interest deduction limitation. Additionally, the CARES Act made technical corrections to tax depreciation methods for qualified improvement property. During 2020, as a result of the additional deductions and net operating loss carryback allowable to GCP under the CARES Act, GCP recorded a net tax benefit of $5.5 million, an increase in current U.S. income tax receivable of $1.8 million, a decrease in U.S. deferred tax assets of $9.3 million, and a decrease to GCP’s long-term tax payable of $13.0 million. During 2019, as a result of clarifications issued in January 2019 by the IRS in the final treasury regulations under Code Section 965, GCP decreased its liability for unrecognized tax benefits by $20.2 million. In addition, the application of the final regulations resulted in an increase to GCP’s long-term tax payable by $3.7 million and an increase of GCP's short-term tax payable by $0.2 million. Transition Tax The 2017 Tax Act eliminated the deferral of U.S. income tax on the historical unrepatriated earnings by imposing the Transition Tax, which was a one-time mandatory deemed repatriation tax on undistributed earnings. The Transition Tax was assessed on the U.S. shareholder’s share of the foreign corporation’s accumulated foreign earnings that had not previously been taxed. Earnings in the form of cash and cash equivalents was taxed at a 15.5% and all other earnings were taxed at 8.0%. At December 31, 2021, the unpaid balance of the Transition Tax obligation is $24.1 million long term income tax payable, net of overpayments and foreign tax credits. After considering overpayments, the outstanding payable is due between April 2024 and April 2025. Repatriation It is the Company’s practice and intention to permanently reinvest the earnings of its foreign subsidiaries and repatriate earnings only when the tax impact is minimal and that position has not changed subsequent to the one-time transition tax under the Tax Act. Accordingly, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of approximately $567 million of unremitted earnings from foreign subsidiaries to the U.S. as those earnings continue to be permanently reinvested. The estimated unrecorded tax liability associated with these unremitted earnings is approximately $8 million. Tax Sharing Agreement Please refer to Note 18, “Related Party Transactions” for further information on the Tax Sharing Agreement. Unrecognized Tax Benefits A reconciliation of the unrecognized tax benefits excluding interest and penalties is presented below. 2021 2020 2019 (in millions) Balance at beginning of year $ 30.8 $ 31.8 $ 52.8 Additions for prior year tax positions 0.6 0.9 — Reductions for expirations of statute of limitations (0.9) (1.9) (1.5) Reductions for prior year tax positions and reclassifications (0.2) — (19.5) Balance at end of the year $ 30.3 $ 30.8 $ 31.8 The balance of unrecognized tax benefits at December 31, 2021 and 2020, that if recognized, would affect GCP’s effective tax rate are $30.3 million and $30.0 million, respectively. GCP accrues potential interest and any associated penalties related to unrecognized tax benefit within “Income tax (expense) benefit” in the Consolidated Statements of Operations. The balances of unrecognized tax benefits in the preceding table do not include accrued interest and penalties. The total amount of interest and penalties accrued on unrecognized tax benefits and included in the Consolidated Balance Sheets at December 31, 2021 and 2020 was $11.4 million and $11.0 million, respectively, net of applicable federal income tax benefits. Unrecognized tax benefits from GCP’s operations are reflected in its Consolidated Financial Statements, including those that in certain jurisdictions have historically been included in tax returns filed by Grace. In such instances, unrecognized tax benefits related to GCP’s operations may be indemnified by Grace. At December 31, 2021 and 2020, the amount of unrecognized tax benefits considered obligations of Grace (including both interest and penalties) were $0.6 million and $1.2 million, respectively. The Company has a corresponding receivable of the same amount from Grace. The Company believes it is reasonably possible that in the next 12 months due to expiration of statute of limitation that the amount of the liability for unrecognized tax benefits could further decrease by approximately $1.6 million, of which $0.6 million is indemnified by Grace. GCP files U.S. federal income tax returns, as well as income tax returns, in various state and foreign jurisdictions. Unrecognized tax benefits relate to income tax returns for tax years that remain subject to examination by the relevant tax authorities. At December 31, 2021, the tax years for which the Company remains subject to United States federal income tax assessment and state and local income tax assessment upon examination are 2017 and thereafter. The Company is under federal examination for tax year 2017 and is under examination by New York City for tax years 2017-2019. The Company is also subject to taxation in various foreign jurisdictions, including in Europe, the Middle East, Africa, Asia Pacific, Canada and Latin America. At December 31, 2021, the Company is under, or may be subject to, audit or examination and additional assessments in respect of these particular jurisdictions for tax years 2012 and thereafter. Foreign jurisdiction audits that have been initiated and/or are ongoing include (1 ) a Turkish audit relating to GCP Turkey A.S. for taxable year 2018, ( 2 ) a Canadian audit relating to GCP Canada, Inc. for taxable years 2015-2016, ( 3) a French audit relating to GCP Produits de Construction SAS for taxable years 2016-2018, ( 4) a Vietnam audit relating to GCP Vietnam Company Limited for taxable years 2012-2018, ( 5) an Indian audit relating to GCP Applied Technologies (India) Pte. Ltd. for taxable years 2017-2020 and ( 6 ) a Spain audit relating to GCP Applied Technologies Iberia SL (a Darex entity) for taxable years 2013-2015. |
RETIREMENT PLANS
RETIREMENT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS The following discussion of GCP’s pension plans and other postretirement benefit plans includes amounts related to continuing operations. Pension Plans GCP sponsors defined benefit pension plans, primarily in the U.S. and the U.K., in which GCP employees and former employees participate. These plans cover current and former employees of certain business units and divested business units who meet age and service requirements. Benefits are generally based on final average salary and years of service. GCP funds its U.S. qualified pension plans in accordance with U.S. federal laws and regulations. Non-U.S. pension plans are funded under a variety of methods as required under local laws and customs. Overfunded and underfunded plans include several advance-funded plans for which the fair value of the plan assets offset the projected benefit obligation (“PBO”). The overfunded plans hold plan assets measured at fair value that exceeds the PBO. In contrast to the overfunded plans, the PBO of the underfunded plans is greater than the fair value of the plan assets. These plans are presented in the Consolidated Balance Sheets along with unfunded plans. Unfunded plans are funded on a pay-as-you-go basis and therefore, their PBO is unfunded entirely. U.S. Pension Plans In May 2017, the Board of Directors approved an amendment to the GCP Applied Technologies Inc. Retirement Plan for Salaried Employees to close the plan to new employees effective January 1, 2018 and freeze the accrual of plan benefits for all plan participants effective December 31, 2022. During 2021, pension mark-to-market (“Pension MTM”) gains from continuing operations related to annual remeasurements of the U.S. plans’ PBO and plan assets was $6.9 million. Pension MTM losses in 2020 and 2019, respectively were $3.4 million and $12.3 million. Non-U.S. Pension Plans In 2019, the Board of Directors approved an amendment to the GCP Applied Technologies Inc. U.K. Retirement Plan that froze the accrual of plan benefits for all plan participants effective December 31, 2019. As a result, the Company recognized a pension curtailment gain of $1.2 million in continuing operations. The curtailment gain in 2019 was reported in “ Other ” in net cash provided by operating activities from continuing operations. During 2021 and 2020 Pension MTM gains from continuing operations related to annual remeasurements of the Non-U.S. plans’ PBO and plan assets were $3.4 million and $0.6 million, respectively. During 2019 Pension MTM losses were $1.0 million. During 2021, 2020 and 2019, adjustments for curtailments and Pension MTM remeasurements for both the U.S. and non-U.S. plans are presented in “Other (income) expenses, net” in the Consolidated Statements of Operations. Analysis of Plan Accounting and Funded Status The following table summarizes the changes in benefit obligations, the fair values of retirement plan assets, and funded status, including amounts presented in both continuing and discontinued operations. 2021 2020 U.S. Non-U.S. U.S. Non-U.S. (in millions) Change in Projected Benefit Obligation: Benefit obligation at beginning of year $ 185.3 $ 292.5 $ 171.9 $ 265.6 Service cost 6.3 1.1 6.1 1.0 Interest cost 4.7 2.7 5.0 4.1 Actuarial (gain) loss (8.7) (9.0) 19.1 28.3 Benefits paid (27.2) (13.8) (16.8) (14.7) Amendments — — — 0.3 Currency exchange translation adjustments — (4.5) — 7.9 Benefit obligation at end of year $ 160.4 $ 269.0 $ 185.3 $ 292.5 Change in Plan Assets: Fair value of plan assets at beginning of year $ 144.3 $ 298.9 $ 123.0 $ 270.8 Actual return on plan assets 4.2 (2.7) 22.2 33.8 Employer contributions 0.6 1.2 15.9 1.5 Benefits paid (27.2) (13.8) (16.8) (14.7) Currency exchange translation adjustments — (3.1) — 7.5 Fair value of plan assets at end of year $ 121.9 $ 280.5 $ 144.3 $ 298.9 Funded status at end of year $ (38.5) $ 11.5 $ (41.0) $ 6.4 Amounts recognized in the Consolidated Balance Sheets: Non-current assets $ 1.5 $ 29.5 $ 1.4 $ 28.3 Current liabilities (0.7) (0.8) (0.6) (0.8) Non-current liabilities (39.3) (17.2) (41.8) (21.1) Net amount recognized $ (38.5) $ 11.5 $ (41.0) $ 6.4 Amounts recognized in Accumulated Other Comprehensive Loss: Accumulated actuarial loss $ — $ — $ — $ — Prior service credit — 2.3 — 2.5 Net amount recognized $ — $ 2.3 $ — $ 2.5 2021 2020 U.S. Non-U.S. U.S. Non-U.S. (in millions) Weighted Average Assumptions Used to Determine Benefit Obligations: Discount rate 2.85 % 1.71 % 2.61 % 1.17 % Rate of compensation increase 3.50 % 2.92 % 3.91 % 2.47 % Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost : Discount rate 2.60 % 1.17 % 3.26 % 1.80 % Expected return on plan assets 4.90 % 1.02 % 5.50 % 1.85 % Rate of compensation increase 3.91 % 2.52 % 4.10 % 3.13 % 2021 2020 2019 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. (in millions) Net Periodic Benefit Cost: Service cost $ 6.3 $ 1.1 $ 6.1 $ 1.0 $ 6.3 $ 2.6 Interest cost 4.7 2.7 5.0 4.1 5.8 5.4 Expected return on plan assets (6.2) (3.0) (6.5) (4.7) (6.5) (5.9) Amortization of prior service cost — 0.2 — 0.2 — 0.1 Gain on termination, curtailment and settlement of pension plans — — — — — (1.4) Pension MTM adjustment (6.9) (3.4) 3.4 (0.6) 12.3 1.0 Net periodic benefit cost $ (2.1) $ (2.4) $ 8.0 $ — $ 17.9 $ 1.8 Net periodic benefit cost from continuing operations $ (2.1) $ (2.4) $ 8.0 $ — $ 17.9 $ 2.0 Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss Net prior service cost $ — $ — $ — $ 0.3 $ — $ 0.2 Total recognized in net periodic benefit cost and other comprehensive loss $ (2.1) $ (2.4) $ 8.0 $ 0.3 $ 17.9 $ 2.2 Service cost component of net periodic benefit cost (income) is included in “Selling, general and administrative expenses” and “Cost of goods sold” in the Consolidated Statements of Operations. All other components of net periodic benefit cost (income) are presented in “Other (income) expenses, net,” within the Consolidated Statements of Operations. The PBO reflects the present value of vested and non-vested benefits earned from employee services to date, based upon current services and estimated future pay increases for active employees. At December 31, 2021, the measurement date for GCP’s defined benefit pension plans, the PBO was $429.4 million compared to $477.8 million at December 31, 2020. The decrease in the PBO was primarily due to changes in mortality experience, increase in benefit payments and changes in interest rates. At December 31, 2021, the PBO was determined using the weighted average discount rates for U.S. plans and non-U.S. plans, which were 2.85%, and 1.71%, respectively. The increase in the discount rates was primarily due to the higher market rates for a portfolio of U.S. and non-U.S. high quality corporate bonds for which the amount and timing of cash outflow approximate estimated payouts for the pension plans. A full remeasurement of pension assets and pension liabilities is performed annually based on GCP’s estimates and actuarial valuations. Remeasurements may also be performed during interim periods when significant events occur, such as plan curtailments or terminations. These remeasurements reflect the terms of the plan and use participant-specific information, as well as key assumptions provided by management. The accumulated benefit obligation for all defined benefit pension plans was approximately $171.0 million and $201.0 million, respectively, at December 31, 2021 and 2020. Information for pension plans with projected benefit obligation in excess of plan assets is presented below. 2021 2020 (in millions) Projected benefit obligations $ 171.0 $ 201.0 Accumulated benefit obligations 168.7 197.3 Fair value of plan assets 113.0 136.7 Information for pension plans with accumulated benefit obligation in excess of plan assets is presented below. 2021 2020 (in millions) Projected benefit obligations $ 168.9 $ 198.3 Accumulated benefit obligations 167.1 195.5 Fair value of plan assets 111.0 134.3 At December 31, 2021, the estimated expected future benefit payments related to future services are as follows: U.S. Non-U.S. (in millions) 2022 $ 7.4 $ 13.7 2023 7.6 12.0 2024 7.5 12.4 2025 7.9 12.7 2026 7.9 12.5 After 2026 $ 38.0 $ 64.5 Discount Rate Assumption The assumed discount rate for pension plans reflects the market rates for high-quality corporate bonds currently available and is subject to change based on overall market interest rates. For the U.S. qualified pension plans, the assumed weighted average discount rates of 2.85% and 2.61% at December 31, 2021 and 2020, respectively were selected in consultation with independent actuaries and is based on a yield curve constructed from a portfolio of high quality bonds for which the timing and amount of cash outflows approximates the estimated payouts of the plans. At December 31, 2021 and 2020, the benefit obligations of the U.K. pension plan represented approximately 85% of the total benefit obligation of the non-U.S. pension plans. At December 31, 2021, the assumed weighted average discount rate of 0.98% for the U.K. plan was selected in consultation with independent actuaries based on a yield curve constructed from a portfolio of sterling-denominated high quality bonds for which the timing and amount of cash outflows approximates the estimated payouts of the plan. The assumed discount rates for the remaining non-U.S. pension plans were determined based on the nature of the liabilities, local economic environments and available bond indices. Investment Guidelines for Advance-Funded Pension Plans The investment goal for the U.S. qualified pension plans subject to advance funding is to earn a long-term rate of return consistent with the related cash flow profile of the underlying benefit obligation. The plans are pursuing a well-defined risk management strategy designed to reduce investment risks as their funded status improves. The U.S. qualified pension plans have adopted a diversified set of portfolio management strategies to optimize the risk reward profile of the plans: • Liability hedging portfolio : primarily invested in intermediate-term and long-term investment grade corporate bonds in actively managed strategies. • Growth portfolio : invested in a diversified set of assets designed to deliver performance in excess of the underlying liabilities with controls regarding the level of risk. ◦ U.S. equity securities- the portfolio contains domestic equities, a portion of which are passively managed and benchmarked to the S&P 500 and Russell 2000 and the remainder of which is allocated to an active portfolio benchmarked to the Russell 2000. ◦ Non-U.S. equity securities- the portfolio contains non-U.S. equities in an actively managed strategy. Currency futures and forward contracts may be held for the sole purpose of hedging existing currency risk in the portfolio. ◦ Other investments- may include ( 1 ) high yield bonds - fixed income portfolio of securities below investment grade; and ( 2 ) bank loans and other floating-rate securities. These portfolios combine income generation and capital appreciation opportunities from developed markets globally. • Liquidity portfolio : invested in short-term assets intended to pay periodic plan benefits and expenses. The expected long-term rate of return on assets for the U.S. qualified pension plans was 4.9% for 2021. The expected return on plan assets for the U.S. qualified pension plans for 2021 was selected in consultation with GCP’s independent actuaries using an expected return model. The model determines the weighted average return for an investment portfolio based on the target asset allocation and expected future returns for each asset class, which were developed using a building block approach based on observable inflation, available interest rate information, current market characteristics and historical results. The target allocation of investment assets and the actual allocation for GCP’s U.S. qualified pension plans were as follows: Target December 31, 2021 2021 2020 U.S. equity securities 24 % 17 % 24 % Non-U.S. equity securities 11 % 8 % 12 % Debt securities 65 % 67 % 60 % Other investments — % 8 % 4 % Total 100 % 100 % 100 % The following tables present the fair value hierarchy for the U.S. qualified pension plan assets measured at fair value, which are held in a trust by GCP. December 31, 2021 Level 1 Level 2 Level 3 Total (in millions) Corporate bond group trust funds $ — $ 81.5 $ — $ 81.5 U.S. equity group trust funds — 20.3 — 20.3 Other fixed income group trust funds — 9.9 — 9.9 Non-U.S. equity group trust funds — 10.2 — 10.2 Total $ — $ 121.9 $ — $ 121.9 December 31, 2020 Level 1 Level 2 Level 3 Total (in millions) Corporate bond group trust funds $ — $ 70.0 $ — $ 70.0 U.S. equity group trust funds — 34.8 — 34.8 Other fixed income group trust funds — 22.3 — 22.3 Non-U.S. equity group trust funds — 17.2 — 17.2 Total $ — $ 144.3 $ — $ 144.3 Non-U.S. pension plans accounted for approximately 70% of total global pension assets at December 31, 2021 and 2020. Each of these plans, where applicable, follows local requirements and regulations. Some of the local requirements include the establishment of a local pension committee, a formal statement of investment policy and procedures and routine valuations by plan actuaries. The target allocation of investment assets for non-U.S. pension plans varies depending on the investment goals of the individual plans. The plan assets of the U.K. pension plan represent approximately 92% and 92%, respectively, of the total non-U.S. pension plan assets for 2021 and 2020. In determining the expected rate of return for the U.K. pension plan, the trustees’ strategic investment policy has been considered together with long-term historical returns and investment community forecasts for each asset class. The expected return by sector has been combined with the actual asset allocation to determine the 2021 expected long-term return assumption of 1.3%. The target allocation of investment assets for the U.K. pension plan are as follows: Target Actual Allocation of Plan Assets 2021 2021 2020 Diversified growth funds 5 % 11 % 5 % Return-seeking fixed income investment 5 % — % 5 % U.K. gilts 34 % 37 % 37 % U.K. corporate bonds 4 % 2 % 3 % Insurance contracts 52 % 50 % 50 % Total 100 % 100 % 100 % The plan assets for the other countries in aggregate represent approximately 8% and 8%, respectively, of total non-U.S. pension plan assets for 2021 and 2020. The following table presents the fair value hierarchy for the non-U.S. pension plan assets measured at fair value: December 31, 2021 Level 1 Level 2 Level 3 Total (in millions) Common/collective trust funds $ — $ 134.4 $ — $ 134.4 Insurance contracts and other investments — 0.3 127.4 127.7 Corporate bonds — 13.5 — 13.5 Cash 2.6 — — 2.6 Government and agency securities — 2.3 — 2.3 Total $ 2.6 $ 150.5 $ 127.4 $ 280.5 At December 31, 2021, the fair value of the insurance contract has been determined using a discounted cash flow approach that maximizes observable inputs, such as current yields on similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. The following table presents the fair value hierarchy for the non-U.S. pension plan assets measured at fair value: December 31, 2020 Level 1 Level 2 Level 3 Total (in millions) Common/collective trust funds $ — $ 144.3 $ — $ 144.3 Insurance contracts and other investments — 0.3 138.7 139.0 Corporate bonds — 10.5 — 10.5 Government and agency securities — 2.9 — 2.9 Cash 2.2 — — 2.2 Total $ 2.2 $ 158.0 $ 138.7 $ 298.9 At December 31, 2020, the fair value of the insurance contract has been determined using a discounted cash flow approach that maximizes observable inputs, such as current yields on similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. The following table presents a summary of the changes in the fair value of the plans’ Level 3 assets for 2021 and 2020 (in millions): Balance, December 31, 2019 $ 127.9 Actual return on plan assets 13.7 Transfers out for premium (7.5) Currency exchange translation adjustments 4.6 Balance, December 31, 2020 $ 138.7 Actual return on plan assets (2.1) Transfers out for premium (7.9) Currency exchange translation adjustments (1.3) Balance, December 31, 2021 $ 127.4 OPEB Plans GCP provides OPEB for certain qualifying retired employees. At December 31, 2021 and 2020, long-term liabilities of $2.4 million and $2.6 million, respectively are included within “Other liabilities” in the Consolidated Balance Sheets. Plan Contributions and Funding GCP intends to satisfy its funding obligations under the U.S. qualified pension plans and to comply with all of the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). For ERISA purposes, funded status is calculated on a different basis than under GAAP. Based on the U.S. qualified pension plans’ status at December 31, 2021, there are no minimum payment requirements under ERISA for 2022. GCP made contributions of $0.6 million and $15.9 million, respectively, to the U.S. pension plans in 2021 and 2020. GCP intends to fund non-U.S. pension plans based on applicable legal requirements, as well as actuarial and trustee recommendations. GCP expects to contribute $1.5 million to non-U.S. pension plans during 2022. During 2021 and 2020, GCP contributed $1.2 million and $1.5 million, respectively, to these non-U.S. plans. Defined Contribution Retirement Plan GCP sponsors a defined contribution retirement plan for its employees in the U.S. which is a qualified plan under section 401(k) of the U.S. tax code. Under this plan, GCP contributes an amount equal to 100% of employee contributions, up to 6% of an individual employee’s salary or wages. Additionally, GCP contributes up to 2% of a full amount of applicable employee compensation subject to a three year vesting requirement . The additional 2% contribution will cease after 2022. |
OTHER BALANCE SHEET ACCOUNTS
OTHER BALANCE SHEET ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER BALANCE SHEET ACCOUNTS | OTHER BALANCE SHEET ACCOUNTS The following is a summary of inventories: December 31, 2021 2020 (in millions) Raw materials $ 62.5 $ 41.3 In process 5.5 4.2 Finished products 62.7 52.9 Total inventories $ 130.7 $ 98.4 The following is a summary of other current assets: December 31, 2021 2020 (in millions) Non-trade receivables $ 22.5 $ 20.4 Prepaid expenses and other current assets 11.4 11.1 Income taxes receivable 12.0 9.7 Total other current assets $ 45.9 $ 41.2 The following is a summary of properties and equipment: December 31, 2021 2020 (in millions) Land $ 6.8 $ 8.1 Buildings 113.1 116.7 Machinery, equipment and other 455.2 455.8 Information technology and equipment 81.8 86.5 Projects under construction 23.7 12.9 Properties and equipment, gross 680.6 680.0 Accumulated depreciation (467.4) (454.4) Properties and equipment, net $ 213.2 $ 225.6 The following is a summary of other assets. December 31, 2021 2020 (in millions) Operating lease right-of-use asset $ 48.7 $ 40.0 Defined benefit pension plans 31.0 29.7 Deferred income taxes 10.3 9.6 Other assets 27.5 35.1 Total other assets $ 117.5 $ 114.4 The following is a summary of other current liabilities: December 31, 2021 2020 (in millions) Accrued customer volume rebates $ 23.6 $ 25.0 Accrued compensation 21.2 24.4 Restructuring liability 12.4 18.3 Operating lease obligations 7.5 8.0 Accrued interest 4.0 4.0 Income taxes payable 3.3 7.1 Other accrued liabilities 52.9 47.0 Total other current liabilities $ 124.9 $ 133.8 The following is a summary of other liabilities. December 31, 2021 2020 (in millions) Operating lease obligations $ 41.9 $ 26.2 Deferred income taxes 15.9 14.9 Other liabilities 14.5 16.8 Total other liabilities $ 72.3 $ 57.9 |
SUPPLEMENTAL CASH FLOWS
SUPPLEMENTAL CASH FLOWS | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOWS | SUPPLEMENTAL CASH FLOWS Supplemental cash flow information is presented below. 2021 2020 2019 (in millions) Supplemental disclosure of non-cash investing activities: Cash paid for income taxes, net $ 19.1 $ 35.4 $ 12.7 Cash paid for interest, net $ 19.3 $ 19.5 $ 19.9 Unpaid property and equipment purchases in accounts payable $ 9.1 $ 5.9 $ 5.7 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10.4 $ 11.2 $ 12.6 Operating lease right of use assets obtained in exchange for new lease obligations: During the year 24.8 14.8 5.9 Upon adoption of Topic 842 — — 40.8 Total $ 24.8 $ 14.8 $ 46.7 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive income, net of tax, is presented below. Currency Translation Adjustments Pension Plans Hedging Activities Accumulated other Comprehensive Loss (in millions) Balance, December 31, 2019 $ (114.2) $ (2.7) $ — $ (0.1) $ (117.0) Net current-period other comprehensive (loss) income 6.8 (0.4) — 0.1 6.5 Balance, December 31, 2020 (107.4) (3.1) — (110.5) Net current-period other comprehensive (loss) income (19.4) 0.4 0.1 (18.9) Balance, December 31, 2021 $ (126.8) $ (2.7) $ 0.1 $ (129.4) |
STOCK INCENTIVE PLANS
STOCK INCENTIVE PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK INCENTIVE PLANS | STOCK INCENTIVE PLANS Proposed Merger The Merger Agreement with Saint-Gobain will have an impact on the Company ’ s stock incentive plans. See Note 20, “Proposed Merger” for further information. Stock Incentive Plans On October 1, 2020, GCP’s Board of Directors adopted the GCP Applied Technologies Inc. 2020 Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 shares of its common stock to be used exclusively for grants of awards to induce highly-qualified prospective employees to accept employment and to provide them with a proprietary interest in the Company. On October 1, 2020, GCP filed a Registration Statement on Form S-8 with the SEC for the purpose of registering an additional 1,000,000 shares of Common Stock, par value $0.01 per share, that may be issued under the Inducement Plan. Awards that could be granted under the Inducement Plan consist of stock options, stock appreciation rights, restricted units, restricted stock, or deferred stock units. The Company did not seek approval of the Inducement Plan by its stockholders in accordance with Section 303A.08 of the NYSE Listed Company Manual. On October 1, 2020, upon joining GCP, the Company awarded to the new CEO, a grant with a value of approximately $5.0 million that consisted of 143,128 shares of restricted stock and 388,348 of stock options pursuant to the terms and conditions of the Inducement Plan. The vesting for the restricted stock were accelerated in December 2021. On May 11, 2017, GCP registered 8,000,000 shares of Common Stock, par value $0.01 per share, that may be issued under the GCP Applied Technologies Inc. Equity and Incentive Plan (the “Plan”), as amended and restated on February 28, 2017. GCP provides certain key employees equity awards in the form of stock options, restricted stock units (“RSUs”) and performance-based stock units (“PBUs”) under the GCP Applied Technologies Inc. Equity and Incentive Plan (the “Plan”). Certain employees and members of the Board of Directors are eligible to receive stock-based compensation, including stock, stock options, RSUs and PBUs. Stock-Based Compensation Accounting Stock-based compensation expense was $6.9 million, $7.0 million and $6.2 million, respectively, during 2021, 2020 and 2019. In December 2021, the Company recorded stock-based compensation expense of $1.8 million related to the accelerated vesting of RSUs held by certain executives. In 2021 and 2020, $1.1 million and $2.4 million, respectively, of the stock-based compensation expense was included in “Restructuring and repositioning expenses” for accelerated vesting of stock options and RSUs due to the departure of the Company’s former CEO and certain key employees. During 2021, 2020 and 2019, the Company recorded stock-based compensation expense reductions of $0.7 million, $0.6 million and $2.4 million, respectively, related to remeasurement of PBUs granted in 2021, 2020 and 2019 based on their estimated expected payout at the end of the applicable performance period. The total income tax benefits recognized for stock-based compensation arrangements were $0.8 million , $0.5 million and $1.5 million, respectively, during 2021, 2020 and 2019. The Company issues new shares of common stock upon exercise of stock options and vesting of RSUs. In accordance with certain provisions of the Plan, GCP withholds and retains shares issued to certain holders of GCP awards in order to fulfill statutory tax withholding requirements for the employees. During 2021, 2020 and 2019, GCP withheld and retained shares in a non-cash transaction with a cost of $3.1 million, $2.1 million and $3.8 million, respectively, reflected as “Share Repurchases” in the Consolidated Statements of Equity. In 2021, 2020 and 2019, cash payments for such tax withholding obligations were $1.7 million, $1.7 million and $3.8 million, respectively. At December 31, 2021, 7.5 million shares and 0.5 million shares of common stock, respectively, were reserved and available for future grant under the Plan and the Inducement Plan. Stock Options Stock options are non-qualified and are granted at exercise prices not less than 100% of the fair market value on the grant date. Awards issued after February 28, 2017 are granted at the exercise price equal to fair market value on the grant date determined as the market closing price of the Company’s stock on that date. Stock option awards granted typically have a contractual term of five one two The following assumptions were utilized in the Black-Scholes option pricing model for estimating the fair value of GCP’s stock options: 2019 Risk-free interest rate 1.70 - 2.64% Average life of options (years) 5.5 - 6.5 Volatility 28.02 - 28.59% Weighted average grant date fair value per stock option $8.66 The following table sets forth the information related to stock options denominated in GCP stock: Stock Option Activity Number Of Weighted Weighted Aggregated Outstanding, December 31, 2020 911 $ 23.91 2.49 $ 2,234 Less: Options exercised (545) 21.03 Less: Options forfeited/expired/canceled (26) 28.35 Outstanding, December 31, 2021 340 $ 28.32 2.02 $ 1,253 Exercisable, December 31, 2021 328 $ 28.37 1.97 $ 1,207 Vested and expected to vest, December 31, 2021 340 $ 28.32 2.02 $ 1,253 The weighted average grant date fair value of options granted during 2019 was $8.66. The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, determined as the difference between GCP’s closing stock price on the last trading day of December 31, 2021 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their in-the-money options at period end. The amount changes based on the fair market value of GCP’s stock. Total intrinsic value of all options exercised during 2021, 2020 and 2019 was $4.2 million, $0.4 million and $3.0 million, respectively. Stock Options with Market Conditions During 2020, GCP granted 388,348 stock options with market conditions to the newly appointed CEO under the Inducement Plan. Such options are expected to cliff vest in 3 years based on the achievement of certain targets ranging between 0% and 200% related to the Company’s common stock market price performance over a certain time period relative to the closing market price on the grant date. The fair value of stock options was determined using a Monte Carlo simulation based on the weighted-average value of options calculated for each performance target based on the following assumptions: 2020 Average life of options (years) 4.0 Volatility 40% Risk-free interest rate 0.22% Weighted average grant date fair value per stock option $5.15 At December 31, 2021 and 2020, the weighted average exercise price was $20.96 and $20.96, respectively. At December 31, 2021, there were 388,348 of options outstanding which had a weighted average contractual term of 3.8 years and an aggregate intrinsic value of $4.2 million. Total unrecognized stock-based compensation expense was $1.2 million and is expected to be recognized over the weighted-average period of approximately 1.8 years. Restricted Stock Units and Performance Based Units RSUs and PBUs are granted with the exercise price equal to zero and are converted to shares immediately upon vesting. At December 31, 2021, $3.0 million of total unrecognized compensation expense related to the RSU and PBU awards is expected to be recognized over the remaining service period of approximately 1.4 years. RSUs The Company grants RSUs which are time-based, non-performance units. RSUs generally vest over a three RSUs are recorded at fair value on the date of grant. The common stock-settled awards are considered equity awards, with the stock compensation expense being determined based on GCP’s stock price on the grant date. The following table sets forth the RSU activity: RSU Activity: Number Of Weighted Outstanding, December 31, 2020 305 $ 22.14 RSU’s granted 154 25.43 Less: RSU’s settled (289) 22.46 Less: RSU’s forfeited (25) 24.21 Outstanding, December 31, 2021 145 $ 24.67 Expected to vest at December 31, 2021 142 $ 24.67 The weighted average grant date fair value of RSUs granted during 2021, 2020 and 2019 was $25.43, $21.06 and $26.77 per share, respectively. During 2021, 2020 and 2019, GCP distributed 289,000 shares, 184,000 shares and 302,000 shares, respectively, to settle RSUs upon vesting. The fair value of RSUs vested during 2021, 2020 and 2019 was $8.0 million, $4.2 million and $7.4 million, respectively. PBUs PBUs are performance-based units which are granted by the Company with market conditions and recorded at fair value on the grant date. The performance criteria for PBUs granted in 2021 includes the following metrics: ( 1 ) a 2-year cumulative free cash flow target metric for approximately 33.3% of awards; ( 2 ) a 2 -year cumulative adjusted earnings before interest, tax, depreciation and amortization metric for approximately 33.3% of awards; ( 3 ) the Company’s 2-year TSR relative to the performance of the Russell 3000 Specialty Building Materials Index and the peer group approved by the Board’s Compensation Committee for approximately 33.3% of awards. The performance criteria for PBUs granted in 2020 and 2019 include a 3-year cumulative adjusted diluted earnings per share metric that is modified, up or down, based on the Company’s TSR relative to the performance of the Russell 3000 Specialty Chemicals and Building Materials Indices. The number of shares that ultimately vest, if any, is based on Company performance against these metrics, and can range from 0% to 200% of the target number of shares granted to employees. The 2021 awards will become vested, if at all, two years from the grant date once actual performance is certified by the Board’s Compensation Committee. The 2020 and 2019 awards will become vested, if at all, three years from the grant date once actual performance is certified by the Board’s Compensation Committee. Vesting is also subject to the employees’ continued employment through the vesting date. The grant date fair value of PBUs without market conditions is determined based on the closing market price of the Company’s common stock on the date of grant. The grant date fair value of PBUs with market conditions based on TSR is determined using a Monte Carlo simulation model. The following table summarizes the assumptions used in the Monte Carlo simulations for estimating the grant date fair values of PBUs granted with market conditions based on TSR: 2021 2020 2019 Expected term (remaining performance period) 1.81 years 2.85 years 2.86 years Expected volatility 51.48% 29.85% 28.46% Risk-free interest rate 0.14% 1.21% 2.48% Expected dividends — — — Median correlation coefficient of constituents 54.00% 54.01% 57.09% The following table sets forth the PBU activity: PBU Activity: Number Of Weighted Outstanding, December 31, 2020 343 $ 28.10 PBU’s granted 101 27.02 Less: PBU’s forfeited (174) 30.52 Outstanding, December 31, 2021 270 $ 26.11 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Stockholder Rights Plan On March 15, 2019, the Board of Directors (the “Board”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of GCP common stock with par value $0.01 per share and adopted a stockholder rights plan (the “Rights Agreement”). The Right Agreement is not intended to prevent a takeover, and should enable all GCP stockholders to realize the full potential value of their investment in the Company and protect the Company and its stockholders from efforts to obtain control of GCP that are inconsistent with the best interests of GCP and its stockholders. The Right Agreement may impose a significant penalty upon any person or group that attempts to acquire GCP (or a significant percentage of our outstanding common stock) without the approval of the Board of Directors. On March 13, 2020, the Board extended the final expiration date of the Rights Agreement to March 14, 2023, subject to stockholders’ approval at GCP’s 2020 Annual Meeting of Shareholders which was obtained on May 28, 2020. On December 5, 2021, in connection with the execution of the Merger Agreement GCP entered into the Second Amendment to the Rights Agreement, which renders the Rights Agreement inapplicable to the Merger Agreement. Additionally, the Rights Agreement will be terminated and expire immediately prior the effective time of the Merger Agreement. Preferred Stock The Company is authorized to issue up to 50,000,000 shares of Preferred Stock with a par value of $0.01 per share. On March 15, 2019, GCP designated 10,000,000 shares of its Preferred Stock with a par value of $0.01 per share as Series A Junior Participating Preferred Stock. Pursuant to the terms of the Merger Agreement , all rights under the associated Series A Junior Participating Preferred Stock expired in their entirety. See Note 20, “Proposed Merger” for additional information. Share Repurchase Program On July 30, 2020, the Board authorized a program to repurchase up to a maximum of $100 million of our common stock through July 30, 2022. No shares were repurchased during 2021 or 2020. The Merger Agreement does not permit GCP to repurchase any shares without the prior consent of Saint-Gobain, and currently, we do not intend to repurchase any shares. The following table set for the share activity for the year: Common Stock Treasury Stock (in millions) Balance, December 31, 2018 72.4 0.2 Issuance of common stock 0.4 — Exercise of stock options 0.4 — Share repurchases — 0.1 Balance, December 31, 2019 73.2 0.3 Issuance of common stock 0.2 — Exercise of stock options 0.1 — Share repurchases — 0.1 Balance, December 31, 2020 73.5 0.4 Issuance of common stock 0.4 — Exercise of stock options 0.5 — Share repurchases — 0.2 Balance, December 31, 2021 74.4 0.6 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share: 2021 2020 2019 (in millions, except per share amounts) Numerators Income from continuing operations attributable to GCP shareholders $ 21.5 $ 100.5 $ 40.8 (Loss) income from discontinued operations, net of income taxes (0.3) (0.3) 5.7 Net income attributable to GCP shareholders $ 21.2 $ 100.2 $ 46.5 Denominators Weighted average common shares—basic calculation 73.4 73.0 72.6 Dilutive effect of employee stock awards 0.1 0.1 0.3 Weighted average common shares—diluted calculation 73.5 73.1 72.9 Basic earnings per share Income from continuing operations attributable to GCP shareholders $ 0.29 $ 1.38 $ 0.56 Income from discontinued operations, net of income taxes — (0.01) 0.08 Net income attributable to GCP shareholders $ 0.29 $ 1.37 $ 0.64 Diluted earnings per share Income from continuing operations attributable to GCP shareholders $ 0.29 $ 1.37 $ 0.56 Income from discontinued operations, net of income taxes — — 0.08 Net income attributable to GCP shareholders $ 0.29 $ 1.37 $ 0.64 GCP uses the treasury stock method to compute diluted earnings per share. During 2021, 2020 and 2019, 0.5 million, 0.6 million and 0.6 million, respectively, of such anti-dilutive stock awards were excluded from the computation of diluted earnings per share. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES GCP enters into certain purchase commitments and is a party to many contracts containing guarantees and indemnification obligations, as described below. Purchase Commitments GCP uses purchase commitments to ensure supply and minimize the volatility of certain key raw materials, including lignins, polycarboxylates, amines and other materials. Such commitments are for quantities that GCP fully expects to use in the course of its normal operations. Guarantees and Indemnification Obligations GCP is a party to many contracts containing guarantees and indemnification obligations which consist primarily of the following arrangements: • Product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide assurances that products will conform to their specifications. GCP accrues a general warranty liability at the time of sale based on historical experience and on a transaction-specific basis according to individual facts and circumstances. At December 31, 2021 and 2020 and during the periods then ended, warranty-related liabilities and the associated expenses were immaterial to the Consolidated Financial Statements. • Performance guarantees offered to customers. GCP has not established a liability for these arrangements based on historical experience. • Contracts providing for the sale of a business unit or a product line in which GCP has agreed to indemnify the buyer against certain liabilities for conditions that existed prior to the closing of the transaction, including environmental and tax liabilities. • The Tax Sharing Agreement, which may require GCP, in certain circumstances, to indemnify Grace if the Separation, together with certain related transactions, does not qualify under Section 355 and certain other relevant provisions of the Internal Revenue Code (the “Code”). If GCP is required to indemnify Grace under the Tax Sharing Agreement, it could be subject to significant tax liabilities. Please refer to Note 9, “Income Taxes”, for further information on this arrangement. • The Purchase and Sale Agreement with Henkel KGaA regarding the sale of the Darex Business dated July 3, 2017, contains obligations for GCP as sellers to indemnify Henkel as a buyer for certain matters, such as breaches of representations and warranties, taxes, as well as certain covenants and liabilities. Financial Assurances Financial assurances have been established for a variety of purposes, including insurance, environmental and other matters. At December 31, 2021 and 2020, GCP had gross financial assurances issued and outstanding of $6.3 million and $6.8 million, respectively, which were comprised of standby letters of credit. The letters of credit are related primarily to customer advances and other performance obligations at December 31, 2021 and 2020. These arrangements guarantee the refund of advance payments received from customers in the event that the product is not delivered or warranty obligations are not fulfilled in accordance with the contract terms. These obligations could be called by the beneficiaries at any time before the expiration date of the particular letter of credit if the Company fails to meet certain contractual requirements. Environmental Matters GCP is subject to loss contingencies resulting from extensive and evolving federal, state, local and foreign environmental laws and regulations relating to the generation, storage, handling, discharge, disposition and stewardship of hazardous waste and other materials. GCP recognizes accrued liabilities for anticipated costs associated with response efforts if, based on the results of the assessment, it concluded that a probable liability has been incurred and the cost can be reasonably estimated. At December 31, 2021 and 2020, GCP did not have any material environmental liabilities. GCP’s environmental liabilities are reassessed whenever circumstances become better defined or response efforts and their costs can be better estimated. These liabilities are evaluated based on currently available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the method and extent of remediation at each site, existing technology, prior experience in contaminated site remediation and the apportionment of costs among potentially responsible parties. Lawsuits and Investigations From time to time, GCP and its subsidiaries are parties to, or targets of, lawsuits, claims, investigations and proceedings which are managed and defended in the ordinary course of business. While GCP is unable to predict the outcome of such pending matters, it does not believe, based upon currently available facts, that the ultimate resolution of any of such matters will have a material adverse effect on its overall financial condition, results of operations or cash flows. Litigation Related to the Merger On January 18, 2022, in the United States District Court for the Southern District of New York (“SDNY”), an individual complaint was filed by a purported GCP stockholder in connection with the Merger. A second individual complaint was filed on January 21, 2022 in the SDNY, a third individual complaint was filed on January 28, 2022 in the SDNY, and a fourth individual complaint was filed on January 29, 2022 in the United States District Court for the Eastern District of New York. The complaints are captioned as follows: Stein v. GCP Applied Technologies, Inc., et al., Case No. 1:22-cv-00436; Waterman v. GCP Applied Technologies Inc., et al., Case No. 1:22-cv-00583; Le v. GCP Applied Technologies Inc., et al., Case No. 1:22-cv-00750; and Newman v. GCP Applied Technologies Inc., et al., Case No. 1:22-cv-00545. The complaints name as defendants GCP and members of the Board. The complaints generally allege that the defendants filed a materially incomplete and misleading preliminary proxy statement on Schedule 14A with the SEC. The alleged omissions relate to (i) certain financial projections of GCP, (ii) certain financial analyses of RBC Capital Markets, LLC (“RBCCM”), and (iii) the amount of certain compensation provided to RBCCM unrelated to the Merger. The complaint also alleges that the sale process leading up to the Merger and the disclosure relating thereto was flawed, and certain conflicts of interest of GCP’s management in the Merger. The Newman complaint also alleges that the disclosure relating to the sale process leading up to the Merger was flawed. The complaints seek, among other things, injunctive relief preventing the consummation of the Merger, damages, and other relief. The defendants believe the claims asserted in these complaints are without merit. Additional lawsuits related to the Merger may be filed in the future . Henkel AG & Co. KGaA Matters In July 2017, GCP completed the sale of its Darex business to Henkel. The Stock and Asset Purchase Agreement with Henkel regarding the sale of the Darex Business dated July 2017, (the “Purchase Agreement”) contains obligations for the Company as sellers to indemnify Henkel as buyer for certain matters, such as breaches of representations and warranties, taxes, as well as certain covenants and liabilities. In March 2021, Henkel filed suit in the United States District Court for the District of Delaware against the Company, seeking indemnification for alleged breaches of representations and warranties under the Purchase Agreement. Henkel is seeking damages of approximately $11 million, which consist of a claim amount of approximately $16 million, net of a contractual deductible of approximately $5 million. The Company believes that it has meritorious defenses against the plaintiff’s claims and intends to defend this action vigorously. Although the Company does not believe that resolution of this matter will have a material adverse effect on its business or financial condition, at this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses, if any, that might result from an adverse resolution of this matter. Fees incurred by the Company in relation to the defense of these claims are classified as discontinued operations in the accompanying Consolidated Statements of Operations. GCP Brazil Indirect Tax Claim During 2019, the Superior Judicial Court of Brazil (the “Court”) filed its final ruling in favor of GCP Brasil Industria e Comercio de Produtos Quimicos (“GCP Brazil”) related to a claim as to whether a certain state value-added tax should be included in the calculation of federal gross receipts taxes. The ruling allows GCP Brazil the right to recover, through offset of federal tax liabilities, amounts collected by the government from May 2012 to September 2017, including interest. In the second quarter ended June 30, 2021, the Court rendered favorable decisions granting GCP Brazil the right to recover the state value-added tax. During 2021, the Company included the recovery of $3.3 million in “Other (income) expenses, net” in the Statements of Operations. Accounting for Contingencies |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS All contracts with related parties are at rates and terms that GCP believes are comparable with those that could be entered into with independent third parties. Subsequent to the Separation, transactions with Grace represent third-party transactions. Starboard Value LP and certain of its affiliates (“Starboard”) During 2020, Starboard with an ownership interest of approximately 9% of the Company’s outstanding common shares, filed a proxy statement with the SEC seeking an election of eight of its nominees to the GCP Board of Directors at the Company’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting held on May 28, 2020, GCP stockholders voted to elect all eight nominees designated by Starboard to serve on GCP’s Board of Directors. During 2020, the Company reimbursed Starboard for $2.0 million of fees and expenses it incurred in connection with the election of its nominees. Tax Sharing Agreement In connection with the Separation, GCP and Grace entered into various agreements that govern the relationship between the parties going forward, including a tax matters agreement (the “Tax Sharing Agreement”).The Tax Sharing Agreement governed the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, as well as other matters regarding taxes. In general, and subject to the terms of the Tax Sharing Agreement, GCP is responsible for all U.S. federal, state and foreign taxes, including any related interest, penalties or audit adjustments, reportable on a GCP separate return (a return that does not include Grace or any of its subsidiaries). Grace is responsible for all U.S. federal, state and foreign income taxes, including any related interest, penalties or audit adjustments, reportable on a consolidated, combined or unitary return that includes Grace or any of its subsidiaries and GCP or any of its subsidiaries up to the Separation date. At December 31, 2021 and 2020, GCP has recorded $0.6 million and $1.8 million, respectively, of indemnified receivables in “Other assets” and $1.0 million and $1.0 million, respectively, of indemnified payables in “Other current liabilities” in the Consolidated Balance Sheets. In addition, the Tax Sharing Agreement imposes certain restrictions on GCP and its subsidiaries, including restrictions on share issuances, business combinations, sales of assets and similar transactions, that are designed to preserve the qualification of the Distribution, together with certain related transactions, under Section 355 and certain other relevant provisions of the Code. In the event that the Distribution, together with certain related transactions, does not qualify under Section 355 and certain other relevant provisions of the Code, the Tax Sharing Agreement provides specific rules for allocating tax liabilities. In general, under the Tax Sharing Agreement, each party is expected to be responsible for any taxes imposed on and certain related amounts payable by GCP or Grace that arise from the failure of the Distribution and certain related transactions to qualify under Section 355 and certain other relevant provisions of the Code, to the extent that the failure to qualify as such is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant representations or covenants made by such party in the Tax Sharing Agreement. |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS The following table presents information related to GCP’s operating segments: 2021 2020 2019 (in millions) Net Sales: SCC $ 558.5 $ 518.9 $ 579.1 SBM 411.6 384.3 434.4 Total net sales $ 970.1 $ 903.2 $ 1,013.5 Segment Operating Income: SCC $ 39.3 $ 52.9 $ 56.9 SBM 74.3 71.1 86.3 Total $ 113.6 $ 124.0 $ 143.2 Depreciation and Amortization: SCC $ 28.9 $ 27.6 $ 24.4 SBM 14.8 14.9 14.8 Corporate 2.2 3.9 4.0 Total $ 45.9 $ 46.4 $ 43.2 Restructuring and Repositioning Expense: SCC $ 16.1 $ 10.5 $ 14.7 SBM 6.6 8.0 14.1 Corporate 10.6 11.8 1.5 Total $ 33.3 $ 30.3 $ 30.3 Capital Expenditures: SCC $ 24.0 $ 25.5 $ 44.2 SBM 4.8 4.9 7.9 Corporate 3.6 5.7 4.6 Total $ 32.4 $ 36.1 $ 56.7 The following table presents information related to GCP’s assets: December 31, 2021 2020 (in millions) Total Assets SCC $ 502.8 $ 444.4 SBM 363.0 408.3 Corporate 580.8 564.9 Total $ 1,446.6 $ 1,417.6 Reconciliation of Operating Segment to Financial Statements Corporate expenses directly related to the operating segments are allocated to the segment’s operating income. GCP excludes from the segments’ operating income certain functional costs, certain impacts of foreign currency exchange and defined benefit pension costs recognized during each reporting period, which include service and interest costs, the effect of expected returns on plan assets and amortization of prior service costs/credits. GCP believes that the exclusion of certain corporate costs and pension costs provides a better indicator of its operating segment performance since such costs are not managed at an operating segment level. Total segment operating income is reconciled below to “Income from continuing operations before income taxes” presented in the Consolidated Statements of Operations: 2021 2020 2019 (in millions) Total segment operating income $ 113.6 $ 124.0 $ 143.2 Restructuring and repositioning expenses (33.3) (30.3) (30.3) Corporate costs (20.7) (26.2) (32.8) Interest expense, net (21.8) (20.1) (20.0) Pension MTM adjustment, net 10.3 (2.8) (13.3) Third-party and other acquisition-related costs (8.7) (0.7) (0.1) Certain pension costs (5.8) (5.2) (7.8) Gain on Brazil tax recoveries, net 3.3 — 0.6 Acceleration of RSU vesting (1.8) — — Tax indemnification adjustments (0.7) (1.6) (0.5) Loss on sale of product line (0.8) — — Net income attributable to noncontrolling interests 0.3 0.5 0.4 Gain on sale of corporate headquarters — 110.2 — Shareholder activism and other related costs — (9.5) (5.3) Legacy product, environmental and other claims — (0.6) (0.1) Pension curtailment gain — — 1.2 Income from continuing operations before income taxes $ 33.9 $ 137.7 $ 35.2 Shareholder activism and other related costs consist primarily of professional fees incurred in connection with the actions by certain of GCP shareholders seeking changes in the composition of the Company’s Board of Directors and nomination of candidates to stand for election at the 2019 and 2020 Annual Shareholders’ Meetings, as well as other related matters. Sales by Product Group The following table sets forth sales by product group within the SCC operating segment and the SBM operating segment: 2021 2020 2019 (in millions) SCC Concrete $ 413.1 $ 393.1 $ 434.8 Cement 145.4 125.8 144.3 Total SCC Sales $ 558.5 $ 518.9 $ 579.1 SBM Building Envelope $ 178.2 $ 206.3 $ 246.3 Specialty Construction Products 150.0 104.2 106.9 Residential Building Products 83.4 73.8 81.2 Total SBM Sales $ 411.6 $ 384.3 $ 434.4 Total Sales $ 970.1 $ 903.2 $ 1,013.5 Disaggregation of Total Net Sales The Company disaggregates its revenue from contracts with customers by operating segments, which it believes best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Geographic Area Data The following table sets forth net sales information related to the geographic areas in which GCP operates: 2021 2020 2019 (in millions) Net Sales United States $ 487.5 $ 474.0 $ 505.0 Canada and Other 32.1 28.5 32.4 Total North America 519.6 502.5 537.4 Europe Middle East Africa (“ EMEA ”) 195.8 172.6 193.5 Asia Pacific 191.9 180.8 222.5 Latin America 62.8 47.3 60.1 Total $ 970.1 $ 903.2 $ 1,013.5 Sales are attributed to geographic areas based on customer locations. With the exception of the U.S. presented in the table above, there were no individually significant countries with sales exceeding 10% of total sales during 2021, 2020 and 2019. There were no customers that individually accounted for 10% or more of the Company’s consolidated operating revenues for 2021, 2020 and 2019. There were no customers that individually accounted for 10% or more of the Company’s accounts receivable balance at December 31, 2021 and 2020. Disaggregation of Long-Lived Assets The following table sets forth long-lived asset information related to the geographic areas in which GCP operates: December 31, 2021 2020 (in millions) Properties and Equipment, net: United States $ 138.5 $ 145.4 Canada and other 3.4 3.0 Total North America 141.9 148.4 EMEA 22.8 25.5 Asia Pacific 41.8 45.4 Latin America 6.7 6.3 Total $ 213.2 $ 225.6 Long-term assets United States $ 93.9 $ 100.1 Canada and other 10.6 10.8 Total North America 104.5 110.9 EMEA 212.4 220.5 Asia Pacific 28.0 33.7 Latin America 26.9 35.2 Total $ 371.8 $ 400.3 |
PROPOSED MERGER
PROPOSED MERGER | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
PROPOSED MERGER | PROPOSED MERGER On December 5, 2021, GCP entered into the Merger Agreement. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of GCP’s common stock that is issued and outstanding immediately prior to the effective time of the Merger shall be automatically converted into the right to receive $32.00 in cash, without interest. The closing of the Merger is subject to various conditions, including (i) the adoption of the Merger Agreement by holders of a majority of the issued and outstanding shares of our common stock; (ii) the absence of any order, injunction or other legal or regulatory restraint making illegal, enjoining or otherwise prohibiting the closing of the Merger; (iii) (a) the expiration or early termination of the waiting period under the HSR Act and (b) the expiration of any waiting period under other applicable competition and/or foreign laws; and (iv) the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications, and compliance with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger. In addition, the obligation of Parent and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement) that is continuing. The closing of the Merger is not subject to a financing condition. GCP’s Board of Directors and the board of directors of Parent have each approved the Merger and the Merger Agreement. The Company currently expect the Merger to close in the second half of 2022. Until the closing, we will continue to operate as an independent company. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which has been filed as Exhibit 2.1 to the Current Report on Form 8-K that the Company filed with the SEC on December 7, 2021. Stock Awards In addition to the aforementioned items, at the effective time of the Merger: • Each option to purchase shares of GCP Common Stock (each, a “Company Option”), whether vested or unvested, that is outstanding shall automatically and without any required action on the part of the holder thereof or the Company, be cancelled and be converted into the right to receive (without interest) an amount in cash equal to the product of (x) the total number of shares of GCP Common Stock underlying the Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option; provided that any Company Option with respect to which the exercise price subject thereto is equal to or greater than the Merger Consideration shall be canceled for no consideration; • Each outstanding award of GCP restricted stock (“Company Restricted Stock”) and each outstanding award of GCP restricted stock units (“Company RSUs”), in each case, that is vested at the effective time of the Merger or is subject solely to service-based vesting conditions shall become fully vested and shall, automatically and without any required action on the part of the holder thereof or the Company, be cancelled and be converted into the right to receive (without interest) an amount in cash equal to (x) the total number of shares of GCP Common Stock underlying such award of Company Restricted Stock or Company RSUs, as applicable, multiplied by (y) the Merger Consideration; • Each outstanding award of GCP performance based stock units (“Company PBUs”) that is subject to performance-based vesting conditions shall become vested as to the greater of the number of shares of Company Common Stock subject to such Company PBUs that would vest based on ( 1 ) the target level of achievement or ( 2 ) the Company’s actual level of achievement of the performance goals set forth in the applicable award agreement as of effective time of the Merger, as determined by the Board or its Compensation Committee prior to the closing, and shall, after giving effect to such vesting, automatically and without any required action on the part of the holder thereof or the Company, be cancelled and be converted into the right to receive (without interest) an amount in cash equal to (x) the number of vested shares of Company Common Stock underlying such Company PBUs, multiplied by (y) the Merger Consideration. Any outstanding Company PBUs (or portion thereof) that are not vested as of immediately prior to the effective time of the Merger shall be canceled for no consideration. None of the factors outlined above had an impact on 2021 results since they are contingent upon the consummation of the Merger. Retention Bonus In connection with the Merger Agreement, the Company intends to grant retention bonuses to certain employees and executive officers, with a total bonus pool of $12.0 million to retain key talent during this transition period between the signing of the Merger Agreement and the consummation of the Merger. Although some bonuses were communicated prior to the Company’s year-end, no compensation expense was recorded in 2021 in accordance with U.S. GAAP since they are contingent upon the consummation of the Merger. They are expected to be paid out to recipients within 1 year of the signing of the Merger Agreement, with 50% expected to be paid out to recipients at the consummation of the Merger, and the remaining 50% payable 90 days following consummation of the Merger . Other We may be required to pay a cash termination fee to Saint-Gobain of up to $71 million, as required under the Merger Agreement under certain circumstances. |
DISPOSALS
DISPOSALS | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSALS | DISPOSALS Assets Held for Sale In October 2021, the Company approved the sale of a business unit within the SBM segment, classified as held for sale the net assets of $19.4 million, and at that point recorded a loss on sale of $0.8 million in the Statements of Operations. This product line was mostly comprised of intangible assets of $12.4 million, goodwill of $3.2 million, inventory of $3.1 million, account receivable of $2.5 million, property & equipment of $1.2 million and current liabilities of $2.6 million. Management stopped amortizing and depreciating these assets as of October 2021. The sale is expected to be completed in 2022. Discontinued Operations In July 2017, the Company completed the sale of Darex to Henkel for $1.1 billion in cash (the “Disposition”). The agreement with Henkel governing the Disposition (the “Amended Purchase Agreement”) provides for a series of delayed closings in certain non-U.S. jurisdictions, including Argentina, China, Colombia, Indonesia, Peru and Venezuela for which sale proceeds were received on the July 3, 2017 closing date. The delayed closings implement the legal transfer of the Darex business in the delayed closing jurisdictions in accordance with local law. During the 2020, the Company completed the final remaining delayed closing in Venezuela which did not result in a gain or a loss recognized during the period then ended. During the 2019, the Company completed the delayed closing in Indonesia and recorded an after-tax gain of $7.2 million. The following table includes a reconciliation of the gain on the sale of the Darex business related to delayed close entities (in millions): 2019 Net proceeds included in gain $ 12.7 Net assets derecognized (3.1) Gain recognized before income taxes 9.6 Tax effect of gain recognized (2.4) Gain recognized after income taxes $ 7.2 In connection with the Disposition and the related gain, as noted above, the Company recorded tax expense of $2.4 million within discontinued operations in 2019. In connection with the Disposition, the Company and Henkel entered into a Master Tolling Agreement, whereby Henkel will operate certain equipment at facilities being sold in order to manufacture and prepare for shipping certain products related to product lines that the Company continues to own. The agreement expires in June 2024. Under the Amended Purchase Agreement, GCP is required to indemnify Henkel for certain possible future tax liabilities. At December 31, 2021, GCP no longer had an indemnification payable as a result of the Disposition. At December 2020, GCP had an indemnification payable of $0.6 million. The following table sets forth the components of “(Loss) income from discontinued operations, net of income taxes” in the Consolidated Statements of Operations: 2021 2020 2019 (in millions) Selling, general and administrative expenses $ 0.3 $ 0.4 $ 1.6 Restructuring and repositioning expenses — (0.1) 0.3 Gain on sale of business — — (9.6) Other expenses, net — 0.1 0.1 (Loss) income from discontinued operations before income taxes (0.3) (0.4) 7.6 Benefit (provision) for income taxes — 0.1 (1.9) (Loss) income from discontinued operations, net of income taxes $ (0.3) $ (0.3) $ 5.7 |
SCHEDULE II_VALUATION AND QUALI
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | FINANCIAL STATEMENT SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (in millions) For the Year Ended December 31, 2021 Balance at beginning of period Additions charged to costs and expenses Deductions Other, net Balance at end of period Valuation and qualifying accounts deducted from assets: Allowances for notes and accounts receivable $ 7.0 $ 1.2 $ (1.5) $ (0.3) $ 6.4 Inventory obsolescence reserve 5.1 6.6 (6.8) — 4.9 Valuation allowance for deferred tax assets 16.3 1.8 (4.6) (0.7) 12.8 Other, net is comprised of various miscellaneous adjustments against reserves and effects of currency translation. For the Year Ended December 31, 2020 Balance at beginning of period Additions charged to costs and expenses Deductions Other, net Balance at end of period Valuation and qualifying accounts deducted from assets: Allowances for notes and accounts receivable $ 7.5 $ 0.9 $ (1.4) $ — $ 7.0 Inventory obsolescence reserve 3.8 5.8 (4.5) — 5.1 Valuation allowance for deferred tax assets 17.2 1.6 (0.5) (2.0) 16.3 Other, net is comprised of various miscellaneous adjustments against reserves and effects of currency translation. For the Year Ended December 31, 2019 Balance at beginning of period Additions charged to costs and expenses Deductions Other, net Balance at end of period Valuation and qualifying accounts deducted from assets: Allowances for notes and accounts receivable $ 5.8 $ 3.5 $ (1.7) $ (0.1) $ 7.5 Inventory obsolescence reserve 2.7 5.5 (4.4) — 3.8 Valuation allowance for deferred tax assets 18.5 2.3 (1.3) (2.3) 17.2 Other, net is comprised of various miscellaneous adjustments against reserves and effects of currency translation. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements are presented on a consolidated basis and include all of the accounts and operations of GCP and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The financial statements reflect the financial position, results of operations and cash flows of GCP in accordance with generally accepted accounting principles in the United States (“GAAP”) and with the instructions to Form 10-K. Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts. GCP conducts certain business through joint ventures with unaffiliated third parties. GCP consolidates the results of joint ventures in which it has controlling financial interest in the Consolidated Financial Statements. GCP reduces its consolidated net income by the amount of net income (loss) attributable to noncontrolling interests. In 2016, GCP entered into a separation and distribution agreement pursuant to which W.R. Grace & Co. (“Grace”) agreed to transfer its Grace Construction Products operating segment and the packaging technologies business, operated under the “Darex” name, of its Grace Materials Technologies operating segment to GCP (the “Separation”). Please refer to Note 18, “Related Party Transactions” for further information on the Tax Sharing Agreement between GCP and Grace related to Separation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses for the periods presented. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents include cash on hand and highly liquid instruments with original maturities of three months or less that are readily convertible to known amounts of cash. The recorded amounts are presented at amortized cost within the “Cash and cash equivalents” in the Company’s Consolidated Balance Sheets and approximate fair value. |
Accounts Receivable, net | Accounts Receivable, net Trade accounts receivable are amounts due from customers for products sold or services performed in the ordinary course of business and are stated at their estimated net realizable value representing amounts expected to be collected. Allowance for credit losses is recorded upon the initial recognition of trade accounts receivable and reviewed during each reporting period over their contractual life. Allowance for credit losses is measured based on historical loss rates and the impact of current and future conditions, including an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. The Company evaluates the allowance for credit losses for the entire portfolio of trade accounts receivable on an aggregate basis due to similar risk characteristics of its customers based on similar industry and historical loss patterns. Accounts receivable balances are written off against the allowance for credit losses when the Company determines that the balances are not recoverable. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Costs are determined on a first-in, first-out (“FIFO”) basis and include direct and certain indirect costs of materials and production. GCP provides allowances for excess, obsolete |
Properties and Equipment | Properties and EquipmentProperties and equipment are stated at cost, net of accumulated depreciation. Depreciation expense for properties and equipment is computed using the straight-line method and charged to results of operations. Depreciation expense was $37.4 million, $37.4 million and $33.7 million, respectively, for 2021, 2020 and 2019. Interest costs are capitalized as part of the historical cost of acquiring properties and equipment that constitute major project expenditures and require a period of time to get them ready for their intended use. Fully depreciated assets are retained in properties and equipment and related accumulated depreciation accounts until they are removed from service. Cost of disposed assets, net of accumulated depreciation, are derecognized upon their retirement or at the time of disposal, and the corresponding amount, net of any proceeds from disposal, is reflected in the Company’s results of operations. Costs related to legal obligations associated with asset retirements, such as restoring a site to its original condition, are recognized as liabilities and corresponding assets at amounts equal to the net present value of estimated future cash flows that will be required to settle such liabilities. |
Goodwill | Goodwill Goodwill arises from certain business combinations and represents the excess of a purchase price over the fair value of net tangible and identifiable intangible assets of the businesses acquired. GCP reviews its goodwill for impairment at the reporting unit level on an annual basis, or more often if impairment indicators are present based on events or changes in circumstances indicating that the carrying amount of goodwill may not be fully recoverable. Recoverability is assessed at the reporting unit level which is most directly associated with the business combination that resulted in the recognition of the goodwill. GCP has determined that it has two reporting units which are its operating segments. The Company first assesses qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company determines, based on this assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying value, it performs a quantitative goodwill impairment test by comparing these amounts. If the fair value of the reporting unit exceeds its carrying amount, no impairment loss is recognized. However, if the carrying amount exceeds the fair value, the goodwill of the reporting unit is impaired, and the amount of such excess is recognized as an impairment loss upon writing down goodwill to its fair value. Fair value of a reporting unit is determined based on Level 3 inputs using a combined weighted average of a market-based approach (utilizing fair value multiples of comparable publicly traded companies) and an income-based approach (utilizing discounted projected cash flows model). In applying the income-based approach, the fair value of each reporting unit is determined in accordance with the discounted projected cash flow valuation model based on the estimated projected future cash flows and terminal value discounted at the rate which reflects the weighted average costs of capital. The inputs and assumptions that are most likely to impact the reporting unit’s fair value include the discount rate, long-term sales growth rates and forecasted operating margins. In applying the market-based approach, GCP determines the reporting unit’s business enterprise fair value based on inputs and assumptions related to average revenue multiples and earnings before interest, tax, depreciation and amortization multiples derived from its peer group which are weighted and adjusted for size, risk and growth of the individual reporting unit. Application of the goodwill impairment assessment requires judgment based on market and operational conditions at the time of the evaluation, including management’s best estimates of the reporting unit’s future business activity and the related estimates and assumptions of future cash flows from the assets that include the associated goodwill. Different estimates and assumptions of forecasted long-term sales growth rates, operating margins, future cash flows, weighted average cost of capital discount rate, as well as peer company multiples used in the valuation models could result in different estimates of the reporting unit’s fair value at each testing date. These periodic evaluations could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair market values. Future business conditions could differ materially from the projections made by management which could result in additional adjustments and impairment charges. GCP performed its annual impairment test at October 31, 2021 and 2020 for the two reporting units. The Company performed a qualitative assessment as a part of the impairment test in 2021 and determined that it was not likely that the fair values of the reporting units were less than their carrying amounts. As such, the Company did not perform quantitative assessments and did not recognize impairment losses as a result of the analysis. The Company performed a quantitative assessment as part of the impairment test in 2020, and the fair values of the reporting units were significantly in excess of their carrying values. As such, GCP did not recognize impairment losses as a result of the analysis. If events occur or circumstances change that would more likely than not reduce the fair values of the reporting units below their carrying values, goodwill will be evaluated for impairment between annual tests. There were no impairment losses recognized in any of the periods presented in the Consolidated Statements of Operations. |
Intangible Assets | Intangible AssetsIntangible assets with finite lives consist of customer relationships, technology, trademarks and other intangibles and are amortized over their estimated useful lives, ranging from 1 to 20 years. See Note 5, “Intangible Assets and Goodwill”. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, customer attrition rates, royalty cost savings and appropriate discount rates used in computing present values. |
Impairment of Long-Lived Assets | GCP reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable based on indicators of impairment. For purposes of this test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the Company determines that indicators of potential impairment are present, it assesses the recoverability of a long-lived asset group by comparing the sum of its undiscounted future cash flows to its carrying value. The future cash flow period is based on the future service life of the primary asset within the long-lived asset group. If the carrying value of the long-lived asset group exceeds its future cash flows, the Company determines fair values of the individual net assets within the long-lived asset group to assess for potential impairment. If the aggregate fair values of the individual net assets of the group are less than their carrying values, an impairment loss is recognized for an amount in excess of the group’s aggregate carrying value over its fair value. The loss is allocated to the assets within the group based on their relative carrying values, with no asset reduced below its fair value determined in accordance with an income-based approach utilizing projected discounted cash flows model. |
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets Indefinite-lived intangible assets consist mostly of trademarks. GCP reviews its indefinite-lived intangible assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amounts may not be fully recoverable. Indefinite-lived intangible assets are tested for impairment by performing either a qualitative evaluation or a quantitative test which requires judgment based on market and operational conditions at the time of the evaluation. GCP first assesses qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that indefinite-lived intangible assets are impaired. If GCP determines, based on this assessment, that it is more likely than not that the assets are impaired, it performs a quantitative impairment test by comparing the assets’ fair values with their carrying values. No impairment loss is recognized if the fair values exceed the carrying values. However, if the carrying values of the indefinite-lived intangible assets exceed their fair values, the amount of such excess is recognized as an impairment loss during the period identified and the assets’ carrying values are written down to their fair values. |
Leases | Leases GCP determines at contract inception whether the contract represents or contains a lease and conveys the right to control the use of an identified asset over a period of time in exchange for consideration. For leases with terms greater than 12 months, the Company recognizes right-of-use assets and lease obligations at the lease commencement date based on a present value of lease payments over the lease term. Lease payments included in the measurement of right-of-use assets and lease obligations consist of: (1) fixed payments, including periodic rent increases and excluding any lease incentives paid or payable to the Company by a lessor, and (2) certain variable payments that depend on an index or a market rate measured on the commencement date. The Company estimates its incremental borrowing rate (“IBR”) based on the remaining lease term and remaining lease payments, as well as other information available at lease commencement since a readily determinable implicit rate is not provided in the Company’s leases. The IBR is the rate of interest that the Company would have to borrow on a collateralized basis over a similar term and amount in a similar economic environment. The Company determines the IBR for its leases by adjusting the local risk-free interest rate with a credit risk premium corresponding to the Company’s credit rating. The Company has elected to utilize a portfolio approach as it pertains to the application of the appropriate discount rates to its portfolios of leases. The weighted average discount rate for operating leases was 6.0% |
Revenue Recognition | Revenue Recognition Revenue is recognized upon transfer of control of products or services promised to customers in an amount that reflects the consideration the Company expects to receive in exchange for these products or services. Please refer to Note 3, “Revenue from Lessor Arrangements and Contracts with Customers” for further information on the Company’s revenue recognition policies. |
Income Tax | Income Tax As a global enterprise, GCP is subject to a complex array of tax regulations and needs to make assessments of applicable tax law and judgments in estimating its ultimate income tax liability. Income tax expense and income tax balances represent GCP’s federal, state and foreign income taxes as an independent company. GCP files a U.S. consolidated income tax return, along with foreign and state corporate income tax filings, as required. GCP ’ s deferred taxes and effective tax rate may not be comparable to those of historical periods prior to the Separation. Please refer to Note 9, “Income Taxes” for details regarding estimates used in accounting for income tax matters, including unrecognized tax benefits. Deferred tax assets and liabilities are recognized with respect to the expected future tax consequences of events that have been recorded in the consolidated financial statements. If it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is provided against such deferred tax assets. The assessment of realization of deferred tax assets is performed based on the weight of the positive and negative evidence available to indicate whether the asset is recoverable, including tax planning strategies that are prudent and feasible. |
Pension Benefits | Pension Benefits GCP’s method of accounting for actuarial gains and losses relating to its global defined benefit pension plans is referred to as “mark-to-market accounting.” In accordance with mark-to-market accounting, GCP’s pension costs consist of two elements: 1) ongoing costs recognized periodically, which include service and interest costs, expected returns on plan assets and amortization of prior service costs/credits; and 2) mark-to-market gains and losses recognized annually in the fourth quarter resulting from changes in actuarial assumptions, such as discount rates and the difference between actual and expected returns on plan assets. If a significant event occurs, such as a major plan amendment or curtailment, GCP’s pension obligations and plan assets would be remeasured at an interim period and the mark-to-market gains or losses on remeasurement would be recognized in that period. The net periodic pension costs and the defined benefit pension plan obligation are determined based on certain assumptions related to the estimated future benefits that employees earn while providing services, the amount of which cannot be completely determined until the benefit payments cease. Key assumptions used in accounting for employee benefit plans include the discount rate and the expected return on plan assets. Assumptions are determined based on Company data and appropriate market indicators in consultation with third-party actuaries and evaluated each year at the plans’ measurement date. A change in any of these assumptions would have an effect on net periodic pension costs and the defined benefit pension plan obligation. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense GCP grants equity awards, including stock options, restricted stock units (the “RSUs”), PBUs with market conditions which vest upon the satisfaction of a performance condition and/or a service condition, as well as stock options with market conditions which vest upon the satisfaction of a service condition. GCP estimates the fair value of equity awards issued at the grant date. The fair value of the awards is recognized as stock-based compensation expense on a straight line basis, net of estimated forfeitures, for each separately vesting portion of the award over the employee’s requisite service period which may be a stated vesting period during which employees render services in exchange for equity instruments of the Company. Estimates related to equity award forfeitures are adjusted to their actual amounts at the end of the vesting period resulting in the recognition of cumulative stock-based compensation expense only for those awards that actually vest. The fair value of RSUs is determined based on the number of shares granted and the closing market price of the Company’s common stock on the date of grant. The fair value of stock options is determined using the Black-Scholes option-pricing model which incorporates the assumptions related to the risk-free rate, options’ expected term, expected stock price volatility and expected dividend yield. The risk-free rate is based on the U.S. Treasury yield curve published at the grant date, with maturities approximating the expected term of the options. GCP estimates the expected term of the options based on the simplified method in accordance with U.S. GAAP, determined as the average term between the options’ vesting period and their contractual term. GCP estimates the expected stock price volatility based on an industry peer group’s historic stock prices over a period commensurate with the options’ expected term. The expected dividend yield is zero based on the Company’s history and expectation of not paying dividends on common shares. During 2020, GCP granted stock options with market conditions to the newly appointed CEO. Such options are expected to cliff vest in three years based on the achievement of certain targets ranging between 0% and 200% related to the Company’s common stock market price performance over a certain time period relative to the closing market price on the grant date. The fair value of stock options was determined using a Monte Carlo simulation based on the weighted-average value of options determined for each performance target and the assumptions related to the risk-free rate, options’ expected term and expected stock price volatility computed based on the methodology consistent with the Black-Scholes option-pricing model. During 2021, 2020 and 2019, the Company granted performance-based restricted stock units (“PBUs”) to certain key employees. PBUs are performance-based units which are granted by the Company with market conditions. PBUs granted in 2021 are expected to cliff vest over two years, while PBUs granted in 2020 and 2019 are expected to cliff vest over three years. All PBUs will be settled in GCP common stock. PBUs granted in 2021 are based on the following metrics: (1) a 2-year cumulative free cash flow target metric for approximately 33.3% of awards; (2) a 2 -year cumulative adjusted earnings before interest, tax, depreciation and amortization metric for approximately 33.3% of awards; (3) the Company’s 2-year TSR relative to the performance of the Russell 3000 Specialty Building Materials Index and the peer group approved by the Board’s Compensation Committee for approximately 33.3% of awards. PBUs granted in, 2020 and 2019 are based on a three years cumulative adjusted diluted earnings per share measure that is modified, up or down, based on the Company’s total shareholder return (“TSR”) relative to the performance of the Russell 3000 Specialty Chemicals and Building Materials Indices. PBUs are remeasured during each reporting period based on their expected payout which may range between 0% to 200% based on the achievement of performance targets required for the awards’ vesting. Therefore, the stock-based compensation expense recognized for these awards during each reporting period is subject to volatility until the final payout target is determined at the end of the applicable performance period. PBUs granted during 2021, 2020 and 2019 were valued using a Monte Carlo simulation, which is commonly used for assessing the grant date fair value of equity awards with a relative TSR modifier. The risk-free rate is a continuous rate based on the U.S. Treasury yield curve published at the grant date, based on maturity commensurate with the remaining performance period (expected term) of the PBUs. Expected volatility is based on the annualized historical volatility of GCP’s stock price. Historical volatility is calculated based on a look-back period commensurate with the remaining performance period of the PBUs. Correlation coefficients are used in the Monte Carlo valuation to simulate future stock prices. This includes correlations between: (i) the Company’s stock price and the Index, and (ii) the stock price of each constituent included in the Index and the Index itself. The correlation coefficient is based on daily stock returns of the Company and the Index using a look-back period commensurate with the remaining performance period of the PBUs, or the longest available based on the Company’s trading history as a public company. The expected dividend yield is zero based on the Company’s history and expectation of not paying dividends on common shares. Stock compensation costs are included within “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Please refer to Note 14, “Stock Incentive Plans” for further information on equity awards. |
Research and Development Expense | Research and Development Expense Research and development (“R&D”) costs are expensed as incurred and consist primarily of personnel expenses related to development of new products and enhancements to existing products. R&D costs also include depreciation and amortization expenses related to R&D assets and expenses incurred in funding external research projects. |
Restructuring and Repositioning Expenses | Restructuring and Repositioning Expenses Restructuring and reposition actions are related to streamlining operations and improving profitability. Restructuring expenses generally include severance and other employee-related costs, contract termination costs, asset impairments, facility exit costs, moving and relocation, and other related costs. For the ongoing employee benefit arrangements provided to Company employees, GCP records severance and other employee termination costs associated with restructuring actions when the likelihood of future settlement is probable and the related benefit amounts can be reasonably estimated. For the one-time employee termination benefit arrangements, a liability for the termination benefits is measured at fair value and recognized on the communication date. Asset write offs are recorded in accordance with the Company’s accounting policy on Long-Lived Assets described above. See Note 4, “Restructuring and Repositioning Expenses” for additional information. Repositioning activities generally represent major strategic or transformational actions to enhance the value and performance of the Company, improve business efficiency or optimize the Company’s footprint. Repositioning expenses include professional fees for legal, consulting, accounting and tax services, employment-related costs, such as recruitment, relocation and compensation, as well as other expenses incurred that are directly associated with the repositioning activity. Repositioning activities may also include capital expenditures. See Note 4, “Restructuring and Repositioning Expenses” for additional information. |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other (income) expenses, net” in the Company’s Consolidated Statements of Operations. Net foreign currency transaction and remeasurement gains of $1.8 million and $1.5 million are reflected in “Other (income) expenses, net” for 2021 and 2020, respectively and net foreign currency transaction and remeasurement losses of $0.3 million are recorded in 2019. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at current exchange rates, while revenues, costs and expenses are translated at average exchange rates during each reporting period. The resulting currency translation adjustments are included in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. Highly Inflationary Economies The financial statements of any subsidiaries located in countries with highly inflationary economies are remeasured based on the currency designated as the functional currency, typically the U.S. dollar. Translation adjustments recognized as a result of such remeasurements are reflected in the results of operations in the Consolidated Statements of Operations. GCP began accounting for its operations in Argentina as a highly inflationary economy effective July 1, 2018. The functional currency of the Company’s subsidiary operating in Argentina is the U.S. dollar and all remeasurement adjustments after the effective date are reflected in GCP’s results operations in the Consolidated Statements of Operations. During 2021, 2020 and 2019, the Company incurred losses of $0.3 million , $0.5 million, and $1.1 million, respectively, related to the remeasurement of these monetary net assets which are included in “Other (income) expenses, net” in the Consolidated Statements of Operations. Net sales generated by the Argentina subsidiary were not material to the Company’s consolidated net sales during 2021, 2020 and 2019. Monetary net assets denominated in local currency within the Company’s Argentina subsidiary were not material to GCP’s consolidated total assets at December 31, 2021 and 2020. |
Earnings per Share | Earnings per ShareGCP computes basic earnings per share by dividing net income by the weighted average common shares outstanding during the period. Diluted earnings per share is determined by dividing net income by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares which consist of employee equity awards. To the extent their effect is dilutive, employee equity awards are included in the calculation of diluted income per share based on the treasury stock method. Potential common shares are excluded from the calculation of dilutive weighted average shares outstanding if their effect would be anti-dilutive at the balance sheet date based on a treasury stock method or due to a net loss from continuing operations. See Note 16, “Earnings Per Share” for additional details. |
Debt Issuance Costs | Debt Issuance Costs GCP entered into a $350 million Revolving Credit Facility (the “Revolving Credit Facility”) in April 2018 and recognized expenses directly associated with obtaining that facility as debt issuance costs, included in “Other assets” in the Consolidated Balance Sheets. See Note 6, “Debt” . Such costs are amortized over the term of the Revolving Credit Facility and included in “Interest expense, net” in the Consolidated Statements of Operations. |
Fair Value Measurements | Fair Value Measurements Fair value standards provide a framework for measuring fair value, which prioritizes the use of observable inputs in measuring fair value. Fair value is the price to hypothetically sell an asset or transfer a liability in an orderly manner in the principal market for that asset or liability. The level of a fair value measurement is determined entirely by the lowest level input that is significant to the measurement. The three levels are (from highest priority to lowest): • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2 - Quoted price for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes , Simplifying the Accounting for Income Taxes . This guidance removes certain exceptions to the general principles of ASC 740, and clarifies and amends the existing guidance to improve consistent application. GCP adopted this guidance on January 1, 2021. The adoption did not have a material impact on its results of operations, financial position and cash flows. Other accounting pronouncements recently issued, but not effective until after December 31, 2021 are not expected to have a material impact on the Company’s financial position, results of operations or liquidity. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Losses | The following table summarizes the activity for the allowance for credit losses during 2021, 2020 and 2019: 2021 2020 2019 (in millions) Beginning balance $ 7.0 $ 7.5 $ 5.8 Provision for expected credit losses 1.2 0.9 3.5 Write offs (1.5) (1.4) (1.7) Foreign currency translation adjustments (0.3) — (0.1) Ending balance $ 6.4 $ 7.0 $ 7.5 |
Summary of Property, Plant and Equipment | Useful lives are generally as follows: Buildings 20-40 years Information technology equipment 3-7 years Operating machinery and equipment 3-10 years Furniture and fixtures 5-10 years The following is a summary of properties and equipment: December 31, 2021 2020 (in millions) Land $ 6.8 $ 8.1 Buildings 113.1 116.7 Machinery, equipment and other 455.2 455.8 Information technology and equipment 81.8 86.5 Projects under construction 23.7 12.9 Properties and equipment, gross 680.6 680.0 Accumulated depreciation (467.4) (454.4) Properties and equipment, net $ 213.2 $ 225.6 |
REVENUE FROM LESSOR ARRANGEME_2
REVENUE FROM LESSOR ARRANGEMENTS AND CONTRACT WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Components of Lease and Service Revenue | The following table summarizes the revenue recognized for these sales arrangements for the years ended 2021, 2020 and 2019 and distinguishes between the lease and non-lease components: 2021 2020 2019 (in millions) Lease revenue Lease payments revenue $ 27.7 $ 28.8 $ 26.8 Variable lease revenue 11.0 10.3 7.8 Total $ 38.7 $ 39.1 $ 34.6 Service revenue Fixed installation revenue $ 2.0 $ 1.2 $ 0.1 Variable revenue 6.8 6.4 4.9 Total service revenue $ 8.8 $ 7.6 $ 5.0 Total $ 47.5 $ 46.7 $ 39.6 |
RESTRUCTURING AND REPOSITIONI_2
RESTRUCTURING AND REPOSITIONING EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Expenses | Restructuring and repositioning activity was as follows. Severance Asset Impairment Repositioning and Other Total (in millions) Balance, December 31, 2019 $ 2.3 $ — $ 4.2 $ 6.5 Additional accrual 19.9 2.6 7.8 30.3 Payments (4.2) — (9.0) (13.2) Other (0.1) (2.6) (2.6) (5.3) Balance, December 31, 2020 17.9 — 0.4 18.3 Additional accrual 10.2 8.0 15.1 33.3 Payments (19.9) — (7.7) (27.6) Other — (8.0) (3.6) (11.6) Balance, December 31, 2021 $ 8.2 $ — $ 4.2 $ 12.4 |
Schedule of Restructuring Reserve | The following table summarize the charges incurred and planned in connection with restructuring and repositioning plans. Severance Asset impairment Other Costs Repositioning and Other Total Costs (in millions) 2021 Plan: Estimated total costs $13-$15 $8-$9 $6-$7 $5 $32-$36 Cumulative costs to date $13.0 $7.4 $6.7 $3.8 $30.9 2019 Phase 2 Plan: Estimated total costs $25-$29 $1 $— $6-$8 $32-$38 Cumulative Costs to date $25.4 $0.9 $— $7.4 $33.7 2019 Plan: Estimated total costs $1 $1 $0-$1 $11 $13-$14 Cumulative Costs to date $0.9 $0.9 $0.3 $10.5 $12.6 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-lived Intangible Assets | The following is a summary of the finite-lived intangible assets presented in the Consolidated Balance Sheets at December 31, 2021 and 2020: December 31, 2021 Gross Carrying Accumulated Net Book Value (in millions) Customer relationships $ 86.3 $ (46.2) $ 40.1 Technology 39.0 (24.7) 14.3 Trademarks 11.8 (10.4) 1.4 Other 6.4 (5.2) 1.2 143.5 (86.5) 57.0 Less: Intangibles classified as assets held for sale (18.9) 6.5 (12.4) Total $ 124.6 $ (80.0) $ 44.6 December 31, 2020 Gross Carrying Accumulated Net Book Value (in millions) Customer relationships $ 88.4 $ (42.0) $ 46.4 Technology 39.5 (22.8) 16.7 Trademarks 12.9 (10.8) 2.1 Other 6.7 (5.4) 1.3 Total $ 147.5 $ (81.0) $ 66.5 |
Schedule of Estimated Future Annual Amortization Expense | At December 31, 2021, the estimated future annual amortization expense for intangible assets is as follows (in millions): 2022 $ 7.4 2023 7.1 2024 6.9 2025 6.4 2026 6.1 Thereafter 10.7 Total $ 44.6 |
Schedule of Goodwill | The carrying amount of goodwill attributable to each operating segment and the changes in those balances during 2021 and 2020, are as follows: SCC SBM Total (in millions) Balance, December 31, 2019 $ 61.6 $ 147.3 $ 208.9 Foreign currency translation 1.6 4.5 6.1 Balance, December 31, 2020 63.2 151.8 215.0 Foreign currency translation (1.9) (4.4) (6.3) Less: Goodwill classified as current assets held for sale — (3.2) (3.2) Balance, December 31, 2021 $ 61.3 $ 144.2 $ 205.5 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Components of Debt | The following is a summary of obligations related to the senior notes and other borrowings: December 31, 2021 2020 (in millions) Revolving Credit Facility due 2023 $ — $ — 5.5% Senior Notes due in 2026 347.2 346.6 Other borrowings 3.7 5.1 Total debt 350.9 351.7 Less: current portion of long-term debt (2.1) (2.8) Long-term debt $ 348.8 $ 348.9 Weighted average interest rates on total debt obligations 5.5 % 5.5 % |
Principal Maturities of Debt Outstanding | The principal maturities of debt obligations outstanding, net of debt issuance costs, were as follows at December 31, 2021 (in millions): 2022 $ 2.1 2023 0.8 2024 0.6 2025 0.2 2026 347.2 Total debt $ 350.9 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Net Investment Hedges in Balance Sheets | The following table summarizes the fair value of the Company’s derivative instruments designated as net investment hedges at December 31, 2021 and 2020. Fair Value December 31, Balance Sheet Location 2021 2020 (in millions) Derivative assets Other current assets $ 0.7 $ — Derivative assets Other assets 1.0 — Derivative liabilities Other current liabilities — 0.4 Derivative liabilities Other liabilities 0.2 1.4 |
Net Investment Hedges in Consolidated Statements of Operations and Comprehensive Income | 2021 2020 2019 (in millions) Gain recognized in the statements of operations and comprehensive income, net of tax $ 0.8 $ 1.0 $ 0.6 Cumulative translation adjustments 2.5 (3.5) 0.5 Income tax effect (0.6) 0.9 (0.1) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease Expense and Supplemental Cash Flow Information | The following table summarizes components of lease expense which are recorded within cost of goods sold and selling, general and administrative expenses in its Consolidated Statements of Operations: 2021 2020 2019 (in millions) Operating lease expense $ 17.2 $ 13.7 $ 12.6 Variable lease expense 6.6 5.9 4.4 Short-term lease expense 2.3 3.0 2.4 Total lease expense $ 26.1 $ 22.6 $ 19.4 |
Lease Liability Maturities | The following table summarizes lease liability maturities at December 31, 2021 (in millions): 2022 $ 8.9 2023 7.0 2024 5.1 2025 4.2 2026 3.5 Thereafter 41.9 Total undiscounted lease payments 70.6 Less: imputed interest (21.2) Present value of lease payments 49.4 Less: current operating lease obligations (7.5) Long-term operating lease obligations $ 41.9 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Before Income Taxes | The components of income from continuing operations before income taxes and the related provision (benefit) for income taxes are as follows: 2021 2020 2019 (in millions) Income from continuing operations before income taxes: Domestic $ 12.1 $ 103.1 $ 15.2 Foreign 21.8 34.6 20.0 Total $ 33.9 $ 137.7 $ 35.2 Income tax expense (benefit): Federal—current $ 1.5 $ 2.7 $ (13.4) Federal—deferred (0.3) 14.0 1.4 State and local—current 2.0 3.9 1.0 State and local—deferred 0.8 3.0 (0.4) Foreign—current 8.8 10.9 6.4 Foreign—deferred (0.7) 2.2 (1.0) Total $ 12.1 $ 36.7 $ (6.0) |
Schedule of Provision for Income Taxes | The components of income from continuing operations before income taxes and the related provision (benefit) for income taxes are as follows: 2021 2020 2019 (in millions) Income from continuing operations before income taxes: Domestic $ 12.1 $ 103.1 $ 15.2 Foreign 21.8 34.6 20.0 Total $ 33.9 $ 137.7 $ 35.2 Income tax expense (benefit): Federal—current $ 1.5 $ 2.7 $ (13.4) Federal—deferred (0.3) 14.0 1.4 State and local—current 2.0 3.9 1.0 State and local—deferred 0.8 3.0 (0.4) Foreign—current 8.8 10.9 6.4 Foreign—deferred (0.7) 2.2 (1.0) Total $ 12.1 $ 36.7 $ (6.0) |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the provision for income taxes at the U.S. federal income tax rates of 21% and GCP’s overall income tax expense (benefit) are as follows: 2021 2020 2019 (in millions) Tax provision at U.S. federal income tax rate $ 7.1 $ 28.9 $ 7.4 Nondeductible expenses and non-taxable items 3.2 3.7 1.7 Valuation allowance (2.8) 1.1 1.0 Change in rate 2.8 (4.5) — Effect of tax rates in foreign jurisdictions 1.8 2.6 3.6 State and local income taxes, net 1.5 5.5 0.9 U.S. foreign income tax credits (0.8) (1.5) (2.0) U.S. foreign income inclusions (0.5) (0.7) 1.2 Research and other state credits (0.5) (0.8) (1.3) Unrecognized tax benefits 0.5 (1.1) (20.3) Equity compensation (0.4) 0.4 (0.2) 2017 Tax Act — — 3.9 Recognition of outside basis differences — 1.1 (0.3) Brazil refund — — (3.2) Other 0.2 2.0 1.6 Income tax expense (benefit) $ 12.1 $ 36.7 $ (6.0) |
Schedule of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities are as follows: December 31, 2021 2020 (In millions) Deferred tax assets: Foreign net operating loss carryforwards $ 14.4 $ 14.8 Operating lease obligations 12.7 8.7 Reserves and allowances 11.8 13.1 Pension benefits 5.3 8.8 Capitalized research and development 1.6 — Stock compensation 1.0 1.9 Interest Limitation Carryover 0.6 0.1 Foreign tax credit carryforwards — 1.5 Other 1.4 2.1 Total deferred tax assets 48.8 51.0 Deferred tax liabilities: Properties and equipment (15.1) (18.3) Operating lease right-of-use asset (12.2) (8.7) Outside basis difference in Verifi ® (6.4) (9.3) Inventories (4.3) (0.4) Intangible assets/goodwill (3.3) (2.2) Other (0.3) (1.1) Total deferred tax liabilities (41.6) (40.0) Valuation allowance: Foreign net operating loss carryforwards (12.8) (14.8) Foreign tax credit carryforwards — (1.5) Total valuation allowance (12.8) (16.3) Net deferred tax liabilities $ (5.6) $ (5.3) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the unrecognized tax benefits excluding interest and penalties is presented below. 2021 2020 2019 (in millions) Balance at beginning of year $ 30.8 $ 31.8 $ 52.8 Additions for prior year tax positions 0.6 0.9 — Reductions for expirations of statute of limitations (0.9) (1.9) (1.5) Reductions for prior year tax positions and reclassifications (0.2) — (19.5) Balance at end of the year $ 30.3 $ 30.8 $ 31.8 |
RETIREMENT PLANS (Tables)
RETIREMENT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Changes in Projected Benefit Obligations and Fair Value of Plan Assets | The following table summarizes the changes in benefit obligations, the fair values of retirement plan assets, and funded status, including amounts presented in both continuing and discontinued operations. 2021 2020 U.S. Non-U.S. U.S. Non-U.S. (in millions) Change in Projected Benefit Obligation: Benefit obligation at beginning of year $ 185.3 $ 292.5 $ 171.9 $ 265.6 Service cost 6.3 1.1 6.1 1.0 Interest cost 4.7 2.7 5.0 4.1 Actuarial (gain) loss (8.7) (9.0) 19.1 28.3 Benefits paid (27.2) (13.8) (16.8) (14.7) Amendments — — — 0.3 Currency exchange translation adjustments — (4.5) — 7.9 Benefit obligation at end of year $ 160.4 $ 269.0 $ 185.3 $ 292.5 Change in Plan Assets: Fair value of plan assets at beginning of year $ 144.3 $ 298.9 $ 123.0 $ 270.8 Actual return on plan assets 4.2 (2.7) 22.2 33.8 Employer contributions 0.6 1.2 15.9 1.5 Benefits paid (27.2) (13.8) (16.8) (14.7) Currency exchange translation adjustments — (3.1) — 7.5 Fair value of plan assets at end of year $ 121.9 $ 280.5 $ 144.3 $ 298.9 Funded status at end of year $ (38.5) $ 11.5 $ (41.0) $ 6.4 Amounts recognized in the Consolidated Balance Sheets: Non-current assets $ 1.5 $ 29.5 $ 1.4 $ 28.3 Current liabilities (0.7) (0.8) (0.6) (0.8) Non-current liabilities (39.3) (17.2) (41.8) (21.1) Net amount recognized $ (38.5) $ 11.5 $ (41.0) $ 6.4 Amounts recognized in Accumulated Other Comprehensive Loss: Accumulated actuarial loss $ — $ — $ — $ — Prior service credit — 2.3 — 2.5 Net amount recognized $ — $ 2.3 $ — $ 2.5 |
Schedule of Amounts Recognized in the Consolidated Balance Sheet | The following table summarizes the changes in benefit obligations, the fair values of retirement plan assets, and funded status, including amounts presented in both continuing and discontinued operations. 2021 2020 U.S. Non-U.S. U.S. Non-U.S. (in millions) Change in Projected Benefit Obligation: Benefit obligation at beginning of year $ 185.3 $ 292.5 $ 171.9 $ 265.6 Service cost 6.3 1.1 6.1 1.0 Interest cost 4.7 2.7 5.0 4.1 Actuarial (gain) loss (8.7) (9.0) 19.1 28.3 Benefits paid (27.2) (13.8) (16.8) (14.7) Amendments — — — 0.3 Currency exchange translation adjustments — (4.5) — 7.9 Benefit obligation at end of year $ 160.4 $ 269.0 $ 185.3 $ 292.5 Change in Plan Assets: Fair value of plan assets at beginning of year $ 144.3 $ 298.9 $ 123.0 $ 270.8 Actual return on plan assets 4.2 (2.7) 22.2 33.8 Employer contributions 0.6 1.2 15.9 1.5 Benefits paid (27.2) (13.8) (16.8) (14.7) Currency exchange translation adjustments — (3.1) — 7.5 Fair value of plan assets at end of year $ 121.9 $ 280.5 $ 144.3 $ 298.9 Funded status at end of year $ (38.5) $ 11.5 $ (41.0) $ 6.4 Amounts recognized in the Consolidated Balance Sheets: Non-current assets $ 1.5 $ 29.5 $ 1.4 $ 28.3 Current liabilities (0.7) (0.8) (0.6) (0.8) Non-current liabilities (39.3) (17.2) (41.8) (21.1) Net amount recognized $ (38.5) $ 11.5 $ (41.0) $ 6.4 Amounts recognized in Accumulated Other Comprehensive Loss: Accumulated actuarial loss $ — $ — $ — $ — Prior service credit — 2.3 — 2.5 Net amount recognized $ — $ 2.3 $ — $ 2.5 |
Schedule of Amounts Recognized in Other Comprehensive Income | The following table summarizes the changes in benefit obligations, the fair values of retirement plan assets, and funded status, including amounts presented in both continuing and discontinued operations. 2021 2020 U.S. Non-U.S. U.S. Non-U.S. (in millions) Change in Projected Benefit Obligation: Benefit obligation at beginning of year $ 185.3 $ 292.5 $ 171.9 $ 265.6 Service cost 6.3 1.1 6.1 1.0 Interest cost 4.7 2.7 5.0 4.1 Actuarial (gain) loss (8.7) (9.0) 19.1 28.3 Benefits paid (27.2) (13.8) (16.8) (14.7) Amendments — — — 0.3 Currency exchange translation adjustments — (4.5) — 7.9 Benefit obligation at end of year $ 160.4 $ 269.0 $ 185.3 $ 292.5 Change in Plan Assets: Fair value of plan assets at beginning of year $ 144.3 $ 298.9 $ 123.0 $ 270.8 Actual return on plan assets 4.2 (2.7) 22.2 33.8 Employer contributions 0.6 1.2 15.9 1.5 Benefits paid (27.2) (13.8) (16.8) (14.7) Currency exchange translation adjustments — (3.1) — 7.5 Fair value of plan assets at end of year $ 121.9 $ 280.5 $ 144.3 $ 298.9 Funded status at end of year $ (38.5) $ 11.5 $ (41.0) $ 6.4 Amounts recognized in the Consolidated Balance Sheets: Non-current assets $ 1.5 $ 29.5 $ 1.4 $ 28.3 Current liabilities (0.7) (0.8) (0.6) (0.8) Non-current liabilities (39.3) (17.2) (41.8) (21.1) Net amount recognized $ (38.5) $ 11.5 $ (41.0) $ 6.4 Amounts recognized in Accumulated Other Comprehensive Loss: Accumulated actuarial loss $ — $ — $ — $ — Prior service credit — 2.3 — 2.5 Net amount recognized $ — $ 2.3 $ — $ 2.5 |
Schedule of Assumptions Used | 2021 2020 U.S. Non-U.S. U.S. Non-U.S. (in millions) Weighted Average Assumptions Used to Determine Benefit Obligations: Discount rate 2.85 % 1.71 % 2.61 % 1.17 % Rate of compensation increase 3.50 % 2.92 % 3.91 % 2.47 % Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost : Discount rate 2.60 % 1.17 % 3.26 % 1.80 % Expected return on plan assets 4.90 % 1.02 % 5.50 % 1.85 % Rate of compensation increase 3.91 % 2.52 % 4.10 % 3.13 % |
Components of Net Periodic Benefit Cost (Income) | 2021 2020 2019 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. (in millions) Net Periodic Benefit Cost: Service cost $ 6.3 $ 1.1 $ 6.1 $ 1.0 $ 6.3 $ 2.6 Interest cost 4.7 2.7 5.0 4.1 5.8 5.4 Expected return on plan assets (6.2) (3.0) (6.5) (4.7) (6.5) (5.9) Amortization of prior service cost — 0.2 — 0.2 — 0.1 Gain on termination, curtailment and settlement of pension plans — — — — — (1.4) Pension MTM adjustment (6.9) (3.4) 3.4 (0.6) 12.3 1.0 Net periodic benefit cost $ (2.1) $ (2.4) $ 8.0 $ — $ 17.9 $ 1.8 Net periodic benefit cost from continuing operations $ (2.1) $ (2.4) $ 8.0 $ — $ 17.9 $ 2.0 Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss Net prior service cost $ — $ — $ — $ 0.3 $ — $ 0.2 Total recognized in net periodic benefit cost and other comprehensive loss $ (2.1) $ (2.4) $ 8.0 $ 0.3 $ 17.9 $ 2.2 |
Schedule of Accumulated and Projected Benefit Obligations in Excess of Fair Value of Plan Assets | Information for pension plans with projected benefit obligation in excess of plan assets is presented below. 2021 2020 (in millions) Projected benefit obligations $ 171.0 $ 201.0 Accumulated benefit obligations 168.7 197.3 Fair value of plan assets 113.0 136.7 Information for pension plans with accumulated benefit obligation in excess of plan assets is presented below. 2021 2020 (in millions) Projected benefit obligations $ 168.9 $ 198.3 Accumulated benefit obligations 167.1 195.5 Fair value of plan assets 111.0 134.3 |
Schedule of Expected Benefit Payments | At December 31, 2021, the estimated expected future benefit payments related to future services are as follows: U.S. Non-U.S. (in millions) 2022 $ 7.4 $ 13.7 2023 7.6 12.0 2024 7.5 12.4 2025 7.9 12.7 2026 7.9 12.5 After 2026 $ 38.0 $ 64.5 |
Target Allocation and Fair Value Hierarchy for Plan Assets Measured at Fair Value | The target allocation of investment assets and the actual allocation for GCP’s U.S. qualified pension plans were as follows: Target December 31, 2021 2021 2020 U.S. equity securities 24 % 17 % 24 % Non-U.S. equity securities 11 % 8 % 12 % Debt securities 65 % 67 % 60 % Other investments — % 8 % 4 % Total 100 % 100 % 100 % The following tables present the fair value hierarchy for the U.S. qualified pension plan assets measured at fair value, which are held in a trust by GCP. December 31, 2021 Level 1 Level 2 Level 3 Total (in millions) Corporate bond group trust funds $ — $ 81.5 $ — $ 81.5 U.S. equity group trust funds — 20.3 — 20.3 Other fixed income group trust funds — 9.9 — 9.9 Non-U.S. equity group trust funds — 10.2 — 10.2 Total $ — $ 121.9 $ — $ 121.9 December 31, 2020 Level 1 Level 2 Level 3 Total (in millions) Corporate bond group trust funds $ — $ 70.0 $ — $ 70.0 U.S. equity group trust funds — 34.8 — 34.8 Other fixed income group trust funds — 22.3 — 22.3 Non-U.S. equity group trust funds — 17.2 — 17.2 Total $ — $ 144.3 $ — $ 144.3 The target allocation of investment assets for the U.K. pension plan are as follows: Target Actual Allocation of Plan Assets 2021 2021 2020 Diversified growth funds 5 % 11 % 5 % Return-seeking fixed income investment 5 % — % 5 % U.K. gilts 34 % 37 % 37 % U.K. corporate bonds 4 % 2 % 3 % Insurance contracts 52 % 50 % 50 % Total 100 % 100 % 100 % The following table presents the fair value hierarchy for the non-U.S. pension plan assets measured at fair value: December 31, 2021 Level 1 Level 2 Level 3 Total (in millions) Common/collective trust funds $ — $ 134.4 $ — $ 134.4 Insurance contracts and other investments — 0.3 127.4 127.7 Corporate bonds — 13.5 — 13.5 Cash 2.6 — — 2.6 Government and agency securities — 2.3 — 2.3 Total $ 2.6 $ 150.5 $ 127.4 $ 280.5 The following table presents the fair value hierarchy for the non-U.S. pension plan assets measured at fair value: December 31, 2020 Level 1 Level 2 Level 3 Total (in millions) Common/collective trust funds $ — $ 144.3 $ — $ 144.3 Insurance contracts and other investments — 0.3 138.7 139.0 Corporate bonds — 10.5 — 10.5 Government and agency securities — 2.9 — 2.9 Cash 2.2 — — 2.2 Total $ 2.2 $ 158.0 $ 138.7 $ 298.9 |
Schedule of Changes in Fair Value of Plan Assets | The following table presents a summary of the changes in the fair value of the plans’ Level 3 assets for 2021 and 2020 (in millions): Balance, December 31, 2019 $ 127.9 Actual return on plan assets 13.7 Transfers out for premium (7.5) Currency exchange translation adjustments 4.6 Balance, December 31, 2020 $ 138.7 Actual return on plan assets (2.1) Transfers out for premium (7.9) Currency exchange translation adjustments (1.3) Balance, December 31, 2021 $ 127.4 |
OTHER BALANCE SHEET ACCOUNTS (T
OTHER BALANCE SHEET ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | The following is a summary of inventories: December 31, 2021 2020 (in millions) Raw materials $ 62.5 $ 41.3 In process 5.5 4.2 Finished products 62.7 52.9 Total inventories $ 130.7 $ 98.4 |
Schedule of Other Current Assets | The following is a summary of other current assets: December 31, 2021 2020 (in millions) Non-trade receivables $ 22.5 $ 20.4 Prepaid expenses and other current assets 11.4 11.1 Income taxes receivable 12.0 9.7 Total other current assets $ 45.9 $ 41.2 |
Summary of Property, Plant and Equipment | Useful lives are generally as follows: Buildings 20-40 years Information technology equipment 3-7 years Operating machinery and equipment 3-10 years Furniture and fixtures 5-10 years The following is a summary of properties and equipment: December 31, 2021 2020 (in millions) Land $ 6.8 $ 8.1 Buildings 113.1 116.7 Machinery, equipment and other 455.2 455.8 Information technology and equipment 81.8 86.5 Projects under construction 23.7 12.9 Properties and equipment, gross 680.6 680.0 Accumulated depreciation (467.4) (454.4) Properties and equipment, net $ 213.2 $ 225.6 |
Schedule of Other Assets, Noncurrent | The following is a summary of other assets. December 31, 2021 2020 (in millions) Operating lease right-of-use asset $ 48.7 $ 40.0 Defined benefit pension plans 31.0 29.7 Deferred income taxes 10.3 9.6 Other assets 27.5 35.1 Total other assets $ 117.5 $ 114.4 |
Schedule of Other Current Liabilities | The following is a summary of other current liabilities: December 31, 2021 2020 (in millions) Accrued customer volume rebates $ 23.6 $ 25.0 Accrued compensation 21.2 24.4 Restructuring liability 12.4 18.3 Operating lease obligations 7.5 8.0 Accrued interest 4.0 4.0 Income taxes payable 3.3 7.1 Other accrued liabilities 52.9 47.0 Total other current liabilities $ 124.9 $ 133.8 |
Other Noncurrent Liabilities | The following is a summary of other liabilities. December 31, 2021 2020 (in millions) Operating lease obligations $ 41.9 $ 26.2 Deferred income taxes 15.9 14.9 Other liabilities 14.5 16.8 Total other liabilities $ 72.3 $ 57.9 |
SUPPLEMENTAL CASH FLOWS (Tables
SUPPLEMENTAL CASH FLOWS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information is presented below. 2021 2020 2019 (in millions) Supplemental disclosure of non-cash investing activities: Cash paid for income taxes, net $ 19.1 $ 35.4 $ 12.7 Cash paid for interest, net $ 19.3 $ 19.5 $ 19.9 Unpaid property and equipment purchases in accounts payable $ 9.1 $ 5.9 $ 5.7 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10.4 $ 11.2 $ 12.6 Operating lease right of use assets obtained in exchange for new lease obligations: During the year 24.8 14.8 5.9 Upon adoption of Topic 842 — — 40.8 Total $ 24.8 $ 14.8 $ 46.7 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Changes of Accumulated Other Comprehensive Income (Loss), Net of Tax | Accumulated other comprehensive income, net of tax, is presented below. Currency Translation Adjustments Pension Plans Hedging Activities Accumulated other Comprehensive Loss (in millions) Balance, December 31, 2019 $ (114.2) $ (2.7) $ — $ (0.1) $ (117.0) Net current-period other comprehensive (loss) income 6.8 (0.4) — 0.1 6.5 Balance, December 31, 2020 (107.4) (3.1) — (110.5) Net current-period other comprehensive (loss) income (19.4) 0.4 0.1 (18.9) Balance, December 31, 2021 $ (126.8) $ (2.7) $ 0.1 $ (129.4) |
STOCK INCENTIVE PLANS (Tables)
STOCK INCENTIVE PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Assumptions for Estimating the Fair Value of Stock Options | The following assumptions were utilized in the Black-Scholes option pricing model for estimating the fair value of GCP’s stock options: 2019 Risk-free interest rate 1.70 - 2.64% Average life of options (years) 5.5 - 6.5 Volatility 28.02 - 28.59% Weighted average grant date fair value per stock option $8.66 The fair value of stock options was determined using a Monte Carlo simulation based on the weighted-average value of options calculated for each performance target based on the following assumptions: 2020 Average life of options (years) 4.0 Volatility 40% Risk-free interest rate 0.22% Weighted average grant date fair value per stock option $5.15 |
Summary of Stock Option Activity | The following table sets forth the information related to stock options denominated in GCP stock: Stock Option Activity Number Of Weighted Weighted Aggregated Outstanding, December 31, 2020 911 $ 23.91 2.49 $ 2,234 Less: Options exercised (545) 21.03 Less: Options forfeited/expired/canceled (26) 28.35 Outstanding, December 31, 2021 340 $ 28.32 2.02 $ 1,253 Exercisable, December 31, 2021 328 $ 28.37 1.97 $ 1,207 Vested and expected to vest, December 31, 2021 340 $ 28.32 2.02 $ 1,253 |
Summary of Restricted Stock Units Award Activity | The following table sets forth the RSU activity: RSU Activity: Number Of Weighted Outstanding, December 31, 2020 305 $ 22.14 RSU’s granted 154 25.43 Less: RSU’s settled (289) 22.46 Less: RSU’s forfeited (25) 24.21 Outstanding, December 31, 2021 145 $ 24.67 Expected to vest at December 31, 2021 142 $ 24.67 |
Schedule of Assumptions for Estimating the Fair Value of PBUs | The following table summarizes the assumptions used in the Monte Carlo simulations for estimating the grant date fair values of PBUs granted with market conditions based on TSR: 2021 2020 2019 Expected term (remaining performance period) 1.81 years 2.85 years 2.86 years Expected volatility 51.48% 29.85% 28.46% Risk-free interest rate 0.14% 1.21% 2.48% Expected dividends — — — Median correlation coefficient of constituents 54.00% 54.01% 57.09% |
Summary of Performance-based Units Activity | The following table sets forth the PBU activity: PBU Activity: Number Of Weighted Outstanding, December 31, 2020 343 $ 28.10 PBU’s granted 101 27.02 Less: PBU’s forfeited (174) 30.52 Outstanding, December 31, 2021 270 $ 26.11 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The following table set for the share activity for the year: Common Stock Treasury Stock (in millions) Balance, December 31, 2018 72.4 0.2 Issuance of common stock 0.4 — Exercise of stock options 0.4 — Share repurchases — 0.1 Balance, December 31, 2019 73.2 0.3 Issuance of common stock 0.2 — Exercise of stock options 0.1 — Share repurchases — 0.1 Balance, December 31, 2020 73.5 0.4 Issuance of common stock 0.4 — Exercise of stock options 0.5 — Share repurchases — 0.2 Balance, December 31, 2021 74.4 0.6 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerators and Denominators Used in Calculating Basic and Diluted (Loss) Earnings Per Share | The following table sets forth a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share: 2021 2020 2019 (in millions, except per share amounts) Numerators Income from continuing operations attributable to GCP shareholders $ 21.5 $ 100.5 $ 40.8 (Loss) income from discontinued operations, net of income taxes (0.3) (0.3) 5.7 Net income attributable to GCP shareholders $ 21.2 $ 100.2 $ 46.5 Denominators Weighted average common shares—basic calculation 73.4 73.0 72.6 Dilutive effect of employee stock awards 0.1 0.1 0.3 Weighted average common shares—diluted calculation 73.5 73.1 72.9 Basic earnings per share Income from continuing operations attributable to GCP shareholders $ 0.29 $ 1.38 $ 0.56 Income from discontinued operations, net of income taxes — (0.01) 0.08 Net income attributable to GCP shareholders $ 0.29 $ 1.37 $ 0.64 Diluted earnings per share Income from continuing operations attributable to GCP shareholders $ 0.29 $ 1.37 $ 0.56 Income from discontinued operations, net of income taxes — — 0.08 Net income attributable to GCP shareholders $ 0.29 $ 1.37 $ 0.64 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segment Data | The following table presents information related to GCP’s operating segments: 2021 2020 2019 (in millions) Net Sales: SCC $ 558.5 $ 518.9 $ 579.1 SBM 411.6 384.3 434.4 Total net sales $ 970.1 $ 903.2 $ 1,013.5 Segment Operating Income: SCC $ 39.3 $ 52.9 $ 56.9 SBM 74.3 71.1 86.3 Total $ 113.6 $ 124.0 $ 143.2 Depreciation and Amortization: SCC $ 28.9 $ 27.6 $ 24.4 SBM 14.8 14.9 14.8 Corporate 2.2 3.9 4.0 Total $ 45.9 $ 46.4 $ 43.2 Restructuring and Repositioning Expense: SCC $ 16.1 $ 10.5 $ 14.7 SBM 6.6 8.0 14.1 Corporate 10.6 11.8 1.5 Total $ 33.3 $ 30.3 $ 30.3 Capital Expenditures: SCC $ 24.0 $ 25.5 $ 44.2 SBM 4.8 4.9 7.9 Corporate 3.6 5.7 4.6 Total $ 32.4 $ 36.1 $ 56.7 The following table presents information related to GCP’s assets: December 31, 2021 2020 (in millions) Total Assets SCC $ 502.8 $ 444.4 SBM 363.0 408.3 Corporate 580.8 564.9 Total $ 1,446.6 $ 1,417.6 |
Reconciliation of Operating Segment Data to Financial Statements | Total segment operating income is reconciled below to “Income from continuing operations before income taxes” presented in the Consolidated Statements of Operations: 2021 2020 2019 (in millions) Total segment operating income $ 113.6 $ 124.0 $ 143.2 Restructuring and repositioning expenses (33.3) (30.3) (30.3) Corporate costs (20.7) (26.2) (32.8) Interest expense, net (21.8) (20.1) (20.0) Pension MTM adjustment, net 10.3 (2.8) (13.3) Third-party and other acquisition-related costs (8.7) (0.7) (0.1) Certain pension costs (5.8) (5.2) (7.8) Gain on Brazil tax recoveries, net 3.3 — 0.6 Acceleration of RSU vesting (1.8) — — Tax indemnification adjustments (0.7) (1.6) (0.5) Loss on sale of product line (0.8) — — Net income attributable to noncontrolling interests 0.3 0.5 0.4 Gain on sale of corporate headquarters — 110.2 — Shareholder activism and other related costs — (9.5) (5.3) Legacy product, environmental and other claims — (0.6) (0.1) Pension curtailment gain — — 1.2 Income from continuing operations before income taxes $ 33.9 $ 137.7 $ 35.2 |
Sales by Product Group | The following table sets forth sales by product group within the SCC operating segment and the SBM operating segment: 2021 2020 2019 (in millions) SCC Concrete $ 413.1 $ 393.1 $ 434.8 Cement 145.4 125.8 144.3 Total SCC Sales $ 558.5 $ 518.9 $ 579.1 SBM Building Envelope $ 178.2 $ 206.3 $ 246.3 Specialty Construction Products 150.0 104.2 106.9 Residential Building Products 83.4 73.8 81.2 Total SBM Sales $ 411.6 $ 384.3 $ 434.4 Total Sales $ 970.1 $ 903.2 $ 1,013.5 |
Net Sales by Geographic Area | The following table sets forth net sales information related to the geographic areas in which GCP operates: 2021 2020 2019 (in millions) Net Sales United States $ 487.5 $ 474.0 $ 505.0 Canada and Other 32.1 28.5 32.4 Total North America 519.6 502.5 537.4 Europe Middle East Africa (“ EMEA ”) 195.8 172.6 193.5 Asia Pacific 191.9 180.8 222.5 Latin America 62.8 47.3 60.1 Total $ 970.1 $ 903.2 $ 1,013.5 |
Long-lived Assets by Geographic Area | The following table sets forth long-lived asset information related to the geographic areas in which GCP operates: December 31, 2021 2020 (in millions) Properties and Equipment, net: United States $ 138.5 $ 145.4 Canada and other 3.4 3.0 Total North America 141.9 148.4 EMEA 22.8 25.5 Asia Pacific 41.8 45.4 Latin America 6.7 6.3 Total $ 213.2 $ 225.6 Long-term assets United States $ 93.9 $ 100.1 Canada and other 10.6 10.8 Total North America 104.5 110.9 EMEA 212.4 220.5 Asia Pacific 28.0 33.7 Latin America 26.9 35.2 Total $ 371.8 $ 400.3 |
DISPOSALS (Tables)
DISPOSALS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Reconciliation of Gain on Disposal | The following table includes a reconciliation of the gain on the sale of the Darex business related to delayed close entities (in millions): 2019 Net proceeds included in gain $ 12.7 Net assets derecognized (3.1) Gain recognized before income taxes 9.6 Tax effect of gain recognized (2.4) Gain recognized after income taxes $ 7.2 |
Financial Statement Effects Related to Discontinued Operations | The following table sets forth the components of “(Loss) income from discontinued operations, net of income taxes” in the Consolidated Statements of Operations: 2021 2020 2019 (in millions) Selling, general and administrative expenses $ 0.3 $ 0.4 $ 1.6 Restructuring and repositioning expenses — (0.1) 0.3 Gain on sale of business — — (9.6) Other expenses, net — 0.1 0.1 (Loss) income from discontinued operations before income taxes (0.3) (0.4) 7.6 Benefit (provision) for income taxes — 0.1 (1.9) (Loss) income from discontinued operations, net of income taxes $ (0.3) $ (0.3) $ 5.7 |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION - Narrative (Details) $ / shares in Units, $ in Billions | 12 Months Ended | |
Dec. 31, 2021segment$ / shares | Dec. 31, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of operating segments | segment | 2 | |
Merger Agreement With Saint-Gobain | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Business acquisition, share price (in usd per share) | $ / shares | $ 32 | |
Darex Packaging Technologies Business | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration received | $ | $ 1.1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 30, 2018USD ($) | |
Short-term Debt [Line Items] | |||||
Accounts receivable net of allowances | $ 6,400,000 | $ 7,000,000 | $ 7,500,000 | $ 5,800,000 | |
Depreciation expense | 37,400,000 | 37,400,000 | 33,700,000 | ||
Restructuring expenses and asset impairments | $ 4,900,000 | 1,100,000 | 4,300,000 | ||
Number of reporting units for goodwill impairment testing | segment | 2 | ||||
Number of operating segments | segment | 2 | ||||
Goodwill, impairment charges | $ 0 | $ 0 | 0 | ||
Weighted average discount rate for operating leases | 6.00% | 5.50% | |||
Research and development expenses | $ 17,800,000 | $ 17,900,000 | 18,400,000 | ||
Foreign currency transaction gain (loss) | 1,800,000 | 1,500,000 | (300,000) | ||
Foreign exchange remeasurement loss | 300,000 | 500,000 | 1,100,000 | ||
Senior Notes | 5.5% Senior Notes Due in 2026 | |||||
Short-term Debt [Line Items] | |||||
Aggregate principal amount | $ 350,000,000 | ||||
Stated interest rate | 5.50% | ||||
Debt issuance costs, gross | $ 4,700,000 | ||||
Loan origination fees | 3,100,000 | ||||
Amortization of debt discount and financing costs | $ 1,500,000 | $ 1,500,000 | $ 1,400,000 | ||
Revolving Credit Facility due 2023 | 2018 Revolving Credit Facility | |||||
Short-term Debt [Line Items] | |||||
Aggregate principal amount | $ 350,000,000 | ||||
Minimum | |||||
Short-term Debt [Line Items] | |||||
Finite-lived intangible asset, useful life | 1 year | ||||
Maximum | |||||
Short-term Debt [Line Items] | |||||
Finite-lived intangible asset, useful life | 20 years | ||||
Restricted Stock Units (RSUs) | |||||
Short-term Debt [Line Items] | |||||
Dividend yield | 0.00% | ||||
Award vesting period | 3 years | ||||
Performance Based Units (PBUs) | |||||
Short-term Debt [Line Items] | |||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Award vesting period | 2 years | 3 years | 3 years | ||
Cumulative on cash flow target metric | 33.30% | ||||
Performance Based Units (PBUs) | Minimum | |||||
Short-term Debt [Line Items] | |||||
Expected payout, percent of target | 0.00% | ||||
Performance Based Units (PBUs) | Maximum | |||||
Short-term Debt [Line Items] | |||||
Expected payout, percent of target | 200.00% | ||||
Market Price | Minimum | |||||
Short-term Debt [Line Items] | |||||
Expected payout, percent of target | 0.00% | ||||
Market Price | Maximum | |||||
Short-term Debt [Line Items] | |||||
Expected payout, percent of target | 200.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES - Allowance for Credit Losses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 7 | $ 7.5 | $ 5.8 |
Provision for expected credit losses | 1.2 | 0.9 | 3.5 |
Write offs | (1.5) | (1.4) | (1.7) |
Foreign currency translation adjustments | (0.3) | 0 | (0.1) |
Ending balance | $ 6.4 | $ 7 | $ 7.5 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES - Summary of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | Buildings | |
Short-term Debt [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Minimum | Information technology equipment | |
Short-term Debt [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum | Operating machinery and equipment | |
Short-term Debt [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum | Furniture and fixtures | |
Short-term Debt [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum | Buildings | |
Short-term Debt [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Maximum | Information technology equipment | |
Short-term Debt [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Maximum | Operating machinery and equipment | |
Short-term Debt [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Maximum | Furniture and fixtures | |
Short-term Debt [Line Items] | |
Property, plant and equipment, useful life | 10 years |
REVENUE FROM LESSOR ARRANGEME_3
REVENUE FROM LESSOR ARRANGEMENTS AND CONTRACT WITH CUSTOMERS - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Payment terms, lease component (or less) | 30 days | ||
Period of sales returns allowed | 6 months | ||
VERIFI Sales Arrangements | Revenue | Product | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage (less than) | 10.00% | 10.00% | 10.00% |
Ductilcrete Sales Arrangements | Revenue | Product | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage (less than) | 10.00% | 10.00% | 10.00% |
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Payment terms | 30 days | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Payment terms | 60 days | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 4 years | ||
Dispensers | |||
Disaggregation of Revenue [Line Items] | |||
Property, plant and equipment, useful life | 10 years | ||
VERIFI Equipment | |||
Disaggregation of Revenue [Line Items] | |||
Property, plant and equipment, useful life | 7 years |
REVENUE FROM LESSOR ARRANGEME_4
REVENUE FROM LESSOR ARRANGEMENTS AND CONTRACT WITH CUSTOMERS - Lease and Service Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease revenue | |||
Total service revenue | $ 970.1 | $ 903.2 | $ 1,013.5 |
Total | 970.1 | 903.2 | 1,013.5 |
VERIFI Sales Arrangements | |||
Lease revenue | |||
Lease payments revenue | 27.7 | 28.8 | 26.8 |
Variable lease revenue | 11 | 10.3 | 7.8 |
Total | 38.7 | 39.1 | 34.6 |
Total service revenue | 8.8 | 7.6 | 5 |
Total | 47.5 | 46.7 | 39.6 |
VERIFI Sales Arrangements | Fixed installation revenue | |||
Lease revenue | |||
Total service revenue | 2 | 1.2 | 0.1 |
VERIFI Sales Arrangements | Variable revenue | |||
Lease revenue | |||
Total service revenue | $ 6.8 | $ 6.4 | $ 4.9 |
RESTRUCTURING AND REPOSITIONI_3
RESTRUCTURING AND REPOSITIONING EXPENSES - Restructuring Liability Activity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 18.3 | $ 6.5 | |
Additional accrual | 33.3 | 30.3 | $ 30.3 |
Payments | (27.6) | (13.2) | |
Other | (11.6) | (5.3) | |
Ending balance | 12.4 | 18.3 | 6.5 |
Severance | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 17.9 | 2.3 | |
Additional accrual | 10.2 | 19.9 | |
Payments | (19.9) | (4.2) | |
Other | 0 | (0.1) | |
Ending balance | 8.2 | 17.9 | 2.3 |
Asset Impairment | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Additional accrual | 8 | 2.6 | |
Payments | 0 | 0 | |
Other | (8) | (2.6) | |
Ending balance | 0 | 0 | 0 |
Repositioning and Other | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0.4 | 4.2 | |
Additional accrual | 15.1 | 7.8 | |
Payments | (7.7) | (9) | |
Other | (3.6) | (2.6) | |
Ending balance | $ 4.2 | $ 0.4 | $ 4.2 |
RESTRUCTURING AND REPOSITIONI_4
RESTRUCTURING AND REPOSITIONING EXPENSES - Schedule of Restructuring Reserve (Details) $ in Millions | Dec. 31, 2021USD ($) |
Restructuring Plan and Repositioning Plan 2021 | |
Restructuring Cost and Reserve [Line Items] | |
Costs incurred to date | $ 30.9 |
Restructuring Plan and Repositioning Plan 2021 | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 32 |
Restructuring Plan and Repositioning Plan 2021 | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 36 |
Restructuring Plan and Repositioning Plan Phase 2 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Costs incurred to date | 33.7 |
Restructuring Plan and Repositioning Plan Phase 2 2019 | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 32 |
Restructuring Plan and Repositioning Plan Phase 2 2019 | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 38 |
Restructuring Plan and Repositioning Plan 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Costs incurred to date | 12.6 |
Restructuring Plan and Repositioning Plan 2019 | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 13 |
Restructuring Plan and Repositioning Plan 2019 | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 14 |
Severance | Restructuring Plan and Repositioning Plan 2021 | |
Restructuring Cost and Reserve [Line Items] | |
Costs incurred to date | 13 |
Severance | Restructuring Plan and Repositioning Plan 2021 | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 13 |
Severance | Restructuring Plan and Repositioning Plan 2021 | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 15 |
Severance | Restructuring Plan and Repositioning Plan Phase 2 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Costs incurred to date | 25.4 |
Severance | Restructuring Plan and Repositioning Plan Phase 2 2019 | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 25 |
Severance | Restructuring Plan and Repositioning Plan Phase 2 2019 | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 29 |
Severance | Restructuring Plan and Repositioning Plan 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 1 |
Costs incurred to date | 0.9 |
Asset Impairment | Restructuring Plan and Repositioning Plan 2021 | |
Restructuring Cost and Reserve [Line Items] | |
Costs incurred to date | 7.4 |
Asset Impairment | Restructuring Plan and Repositioning Plan 2021 | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 8 |
Asset Impairment | Restructuring Plan and Repositioning Plan 2021 | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 9 |
Asset Impairment | Restructuring Plan and Repositioning Plan Phase 2 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 1 |
Costs incurred to date | 0.9 |
Asset Impairment | Restructuring Plan and Repositioning Plan 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 1 |
Costs incurred to date | 0.9 |
Repositioning and Other | Restructuring Plan and Repositioning Plan 2021 | |
Restructuring Cost and Reserve [Line Items] | |
Costs incurred to date | 6.7 |
Repositioning and Other | Restructuring Plan and Repositioning Plan 2021 | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 6 |
Repositioning and Other | Restructuring Plan and Repositioning Plan 2021 | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 7 |
Repositioning and Other | Restructuring Plan and Repositioning Plan Phase 2 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 0 |
Costs incurred to date | 0 |
Repositioning and Other | Restructuring Plan and Repositioning Plan 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Costs incurred to date | 0.3 |
Repositioning and Other | Restructuring Plan and Repositioning Plan 2019 | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 0 |
Repositioning and Other | Restructuring Plan and Repositioning Plan 2019 | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 1 |
Repositioning Cost | Restructuring Plan and Repositioning Plan 2021 | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 5 |
Costs incurred to date | 3.8 |
Repositioning Cost | Restructuring Plan and Repositioning Plan Phase 2 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Costs incurred to date | 7.4 |
Repositioning Cost | Restructuring Plan and Repositioning Plan Phase 2 2019 | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 6 |
Repositioning Cost | Restructuring Plan and Repositioning Plan Phase 2 2019 | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 8 |
Repositioning Cost | Restructuring Plan and Repositioning Plan 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Expected cost | 11 |
Costs incurred to date | $ 10.5 |
RESTRUCTURING AND REPOSITIONI_5
RESTRUCTURING AND REPOSITIONING EXPENSES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Additional accrual | $ 33.3 | $ 30.3 | $ 30.3 | |
Impairment of assets related to restructuring plans | 8 | 2.3 | 4.3 | |
Stock-based compensation expense | 6.9 | 7 | 6.2 | |
Restructuring Plan and Repositioning Plan 2021 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional accrual | 30.9 | |||
Severance Costs | 13 | |||
Impairment of assets related to restructuring plans | 7.4 | |||
Stock-based compensation expense | 6.7 | |||
Restructuring Plan and Repositioning Plan 2021 | Repositioning Cost | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other restructuring costs | 3.8 | |||
Restructuring Plan and Repositioning Plan Phase 2 2019 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional accrual | 2.1 | 26.1 | 5.5 | |
Severance Costs | 0.3 | 22.1 | 3.1 | |
Impairment of assets related to restructuring plans | 0.4 | 0.4 | 2.4 | |
Stock-based compensation expense | 1.1 | 2.4 | ||
Other restructuring costs | 3.6 | |||
Expected reduction in workforce, percent | 10.00% | |||
Restructuring Plan and Repositioning Plan Phase 2 2019 | Repositioning Cost | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other restructuring costs | $ 1.4 | |||
Restructuring Plan and Repositioning Plan 2019 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional accrual | 3.2 | 9.5 | ||
Other Restructuring & Reposition Plans | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additional accrual | $ 1 | $ 15.4 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Technology and other intangible assets, net | $ 48.8 | $ 70.9 | |
Finite-lived intangible assets | 44.6 | 66.5 | |
Indefinite-lived intangible assets | 4.2 | 4.4 | |
Impairment of intangible assets, finite-lived | 1.5 | ||
Amortization of intangible assets | $ 8.5 | $ 9 | $ 9.5 |
Intangible assets, weighted average amortization period | 7 years 3 months 18 days |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 124.6 | $ 147.5 |
Gross including held for sale | 143.5 | |
Intangibles classified as assets held for sale, gross | (18.9) | |
Accumulated Amortization | (80) | (81) |
Accumulated amortization | (86.5) | |
Intangibles assets held for sale, accumulated amortization | 6.5 | |
Finite-lived intangible assets, net | 44.6 | 66.5 |
Finite-lived intangible assets, net, including held for sale | 57 | |
Intangibles assets held for sale, net | (12.4) | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 86.3 | 88.4 |
Accumulated Amortization | (46.2) | (42) |
Finite-lived intangible assets, net | 40.1 | 46.4 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 39 | 39.5 |
Accumulated Amortization | (24.7) | (22.8) |
Finite-lived intangible assets, net | 14.3 | 16.7 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11.8 | 12.9 |
Accumulated Amortization | (10.4) | (10.8) |
Finite-lived intangible assets, net | 1.4 | 2.1 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6.4 | 6.7 |
Accumulated Amortization | (5.2) | (5.4) |
Finite-lived intangible assets, net | $ 1.2 | $ 1.3 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Future Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 7.4 | |
2023 | 7.1 | |
2024 | 6.9 | |
2025 | 6.4 | |
2026 | 6.1 | |
Thereafter | 10.7 | |
Finite-lived intangible assets, net | $ 44.6 | $ 66.5 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance Beginning | $ 215 | $ 208.9 |
Foreign currency translation | (6.3) | 6.1 |
Less: Goodwill classified as current assets held for sale | (3.2) | |
Balance Ending | 205.5 | 215 |
SCC | ||
Goodwill [Roll Forward] | ||
Balance Beginning | 63.2 | 61.6 |
Foreign currency translation | (1.9) | 1.6 |
Less: Goodwill classified as current assets held for sale | 0 | |
Balance Ending | 61.3 | 63.2 |
SBM | ||
Goodwill [Roll Forward] | ||
Balance Beginning | 151.8 | 147.3 |
Foreign currency translation | (4.4) | 4.5 |
Less: Goodwill classified as current assets held for sale | (3.2) | |
Balance Ending | $ 144.2 | $ 151.8 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 350.9 | $ 351.7 |
Less: current portion of long-term debt | (2.1) | (2.8) |
Long-term debt | $ 348.8 | $ 348.9 |
Weighted average interest rates on total debt obligations | 5.50% | 5.50% |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Long-term debt | Long-term debt |
Revolving Credit Facility due 2023 | Revolving Credit Facility Due 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | $ 0 |
Senior Notes | 5.5% Senior Notes Due in 2026 | ||
Debt Instrument [Line Items] | ||
Total debt | 347.2 | 346.6 |
Other borrowings | ||
Debt Instrument [Line Items] | ||
Total debt | $ 3.7 | $ 5.1 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2018 | |
Debt Instrument [Line Items] | |||
Finance lease obligations | $ 2,400,000 | $ 3,000,000 | |
Non-US | |||
Debt Instrument [Line Items] | |||
Aggregate available principal amount | 40,700,000 | ||
2018 Revolving Credit Facility | Revolving Credit Facility due 2023 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 350,000,000 | ||
5.5% Senior Notes Due in 2026 | |||
Debt Instrument [Line Items] | |||
Outstanding letters of credit | 2,800,000 | ||
5.5% Senior Notes Due in 2026 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 350,000,000 | ||
Stated interest rate | 5.50% | ||
Unamortized discount and debt issuance costs | 2,700,000 | $ 3,300,000 | |
Long-term debt, fair value | 358,900,000 | ||
Indenture, minimum discharge of final judgments | $ 50,000,000 | ||
5.5% Senior Notes Due in 2026 | Senior Notes | After April 15, 2021 | |||
Debt Instrument [Line Items] | |||
Redemption price percentage | 102.80% | ||
5.5% Senior Notes Due in 2026 | Senior Notes | After April 15, 2022 | |||
Debt Instrument [Line Items] | |||
Redemption price percentage | 101.40% | ||
5.5% Senior Notes Due in 2026 | Senior Notes | After April 15, 2023 | |||
Debt Instrument [Line Items] | |||
Redemption price percentage | 100.00% | ||
5.5% Senior Notes Due in 2026 | Senior Notes | Upon Occurrence of Change in Control | |||
Debt Instrument [Line Items] | |||
Redemption price percentage | 101.00% | ||
5.5% Senior Notes Due in 2026 | U.S. | |||
Debt Instrument [Line Items] | |||
Pledged equity to credit facilities, percentage | 100.00% | ||
5.5% Senior Notes Due in 2026 | United Kingdom | |||
Debt Instrument [Line Items] | |||
Pledged equity to credit facilities, percentage | 65.00% | ||
5.5% Senior Notes Due in 2026 | Revolving Credit Facility due 2023 | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings | $ 0 | ||
Aggregate available principal amount | $ 347,200,000 | ||
5.5% Senior Notes Due in 2026 | Revolving Credit Facility due 2023 | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.25% | ||
5.5% Senior Notes Due in 2026 | Revolving Credit Facility due 2023 | Minimum | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
5.5% Senior Notes Due in 2026 | Revolving Credit Facility due 2023 | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
5.5% Senior Notes Due in 2026 | Revolving Credit Facility due 2023 | Maximum | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.00% |
DEBT - Principal Maturities of
DEBT - Principal Maturities of Debt Outstanding (Details) $ in Millions | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 2.1 |
2023 | 0.8 |
2024 | 0.6 |
2025 | 0.2 |
2026 | 347.2 |
Total debt | $ 350.9 |
DERIVATIVES - Narrative (Detail
DERIVATIVES - Narrative (Details) € in Millions | 12 Months Ended |
Dec. 31, 2021EUR (€)derivative_instrument | |
Derivative [Line Items] | |
Number of derivative contracts settled | derivative_instrument | 1 |
Forward Exchange Forward Contracts | |
Derivative [Line Items] | |
Number of derivative instruments | derivative_instrument | 4 |
Aggregate notional amount | € 40 |
Forward Contract Maturing 2021 | |
Derivative [Line Items] | |
Aggregate notional amount | 10 |
Forward Contract Maturing 2022 | |
Derivative [Line Items] | |
Aggregate notional amount | 10 |
Forward Contract Maturing 2023 | |
Derivative [Line Items] | |
Aggregate notional amount | 10 |
Forward Contract Maturing 2024 | |
Derivative [Line Items] | |
Aggregate notional amount | 10 |
Forward Contract Maturing 2025 | |
Derivative [Line Items] | |
Aggregate notional amount | € 10 |
DERIVATIVES - Net Investment He
DERIVATIVES - Net Investment Hedges in Balance Sheets (Details) - Forward Contracts - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Derivative asset, current | $ 0.7 | $ 0 |
Derivative asset, noncurrent | 1 | 0 |
Derivative liability, current | 0 | 0.4 |
Derivative liability, noncurrent | $ 0.2 | $ 1.4 |
DERIVATIVES - Net Investment _2
DERIVATIVES - Net Investment Hedges in Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | |||
Cumulative translation adjustments | $ (18.8) | $ 5.9 | $ 3.7 |
Income tax effect | 0.6 | (0.9) | 0.1 |
Forward Contracts | |||
Derivative [Line Items] | |||
Gain recognized in the statements of operations and comprehensive income, net of tax | 0.8 | 1 | 0.6 |
Cumulative translation adjustments | 2.5 | (3.5) | 0.5 |
Income tax effect | $ (0.6) | $ 0.9 | $ (0.1) |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | Jul. 31, 2020USD ($) | Dec. 31, 2021USD ($)contract | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |||||
Operating lease, lease term (up to) | 2 years 6 months | ||||
Lease renewal term | 16 years 7 months 6 days | ||||
Operating lease, weighted average remaining lease term | 14 years 2 months 12 days | 13 years 6 months | |||
Number of contracts | contract | 2 | ||||
Operating lease right-of-use asset | $ 48.7 | $ 40 | $ 19.5 | ||
Operating lease obligations | 41.9 | 26.2 | $ 19.5 | ||
Proceeds from sale of corporate headquarters | $ 122.5 | ||||
Transaction costs related to sale of real estate | 2.5 | ||||
Gain on sale of corporate headquarters | $ 0 | $ 110.2 | $ 0 | ||
I Q H Q L P | |||||
Lessee, Lease, Description [Line Items] | |||||
Gain on sale of corporate headquarters | $ 110.2 |
LEASES - Lease Expense (Details
LEASES - Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease expense | $ 17.2 | $ 13.7 | $ 12.6 |
Variable lease expense | 6.6 | 5.9 | 4.4 |
Short-term lease expense | 2.3 | 3 | 2.4 |
Total lease expense | $ 26.1 | $ 22.6 | $ 19.4 |
LEASES - Lease Liability Maturi
LEASES - Lease Liability Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
2022 | $ 8.9 | ||
2023 | 7 | ||
2024 | 5.1 | ||
2025 | 4.2 | ||
2026 | 3.5 | ||
Thereafter | 41.9 | ||
Total undiscounted lease payments | 70.6 | ||
Less: imputed interest | (21.2) | ||
Present value of lease payments | 49.4 | ||
Less: current operating lease obligations | (7.5) | $ (8) | |
Long-term operating lease obligations | $ 41.9 | $ 19.5 | $ 26.2 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Before Income Taxes and Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income from continuing operations before income taxes: | |||
Domestic | $ 12.1 | $ 103.1 | $ 15.2 |
Foreign | 21.8 | 34.6 | 20 |
Income from continuing operations before income taxes | 33.9 | 137.7 | 35.2 |
Income tax expense (benefit): | |||
Federal—current | 1.5 | 2.7 | (13.4) |
Federal—deferred | (0.3) | 14 | 1.4 |
State and local—current | 2 | 3.9 | 1 |
State and local—deferred | 0.8 | 3 | (0.4) |
Foreign—current | 8.8 | 10.9 | 6.4 |
Foreign—deferred | (0.7) | 2.2 | (1) |
Total | $ 12.1 | $ 36.7 | $ (6) |
INCOME TAXES - Income Tax Provi
INCOME TAXES - Income Tax Provision Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax provision at U.S. federal income tax rate | $ 7.1 | $ 28.9 | $ 7.4 |
Nondeductible expenses and non-taxable items | 3.2 | 3.7 | 1.7 |
Valuation allowance | (2.8) | 1.1 | 1 |
Change in rate | 2.8 | (4.5) | 0 |
Effect of tax rates in foreign jurisdictions | 1.8 | 2.6 | 3.6 |
State and local income taxes, net | 1.5 | 5.5 | 0.9 |
U.S. foreign income tax credits | (0.8) | (1.5) | (2) |
U.S. foreign income inclusions | (0.5) | (0.7) | 1.2 |
Research and other state credits | (0.5) | (0.8) | (1.3) |
Unrecognized tax benefits | 0.5 | (1.1) | (20.3) |
Equity compensation | (0.4) | 0.4 | (0.2) |
2017 Tax Act | 0 | 0 | 3.9 |
Recognition of outside basis differences | 0 | 1.1 | (0.3) |
Brazil refund | 0 | 0 | (3.2) |
Other | 0.2 | 2 | 1.6 |
Total | $ 12.1 | $ 36.7 | $ (6) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | ||||
Tax Cuts and Jobs Act, reversal of tax benefit | $ 20.2 | |||
Income tax (benefit) provision | $ 12.1 | $ 36.7 | $ (6) | |
Effective tax rate | 35.70% | 26.70% | 17.00% | |
Foreign tax credit carryforwards | $ 0 | $ 1.5 | ||
Effective income tax prior year return filings | 1.1 | |||
Deferred tax assets, valuation allowance | 12.8 | 16.3 | ||
Increase (decrease) in valuation allowance | (3.5) | (0.9) | ||
Expense for increase in valuation allowance | (2.8) | 1.1 | $ 1 | |
Operating loss carryforwards | 52.6 | |||
Cares Act, income tax benefit | 5.5 | |||
2017 Tax Act, measurement period adjustment, capital gains, income tax expense (benefit) | 1.8 | |||
Decrease deferred tax assets | 9.3 | |||
2017 Tax Act, income tax payable, capital gains | 13 | 3.7 | ||
Transition tax, tax benefit from the release of an uncertain tax position | 20.2 | |||
Additional measurement period adjustment | 0.2 | |||
2017 Tax Act, transition tax liability | 24.1 | |||
Undistributed earnings of foreign subsidiaries | 567 | |||
Deferred tax liability not recognized associated with undistributed earnings | 8 | |||
Unrecognized tax benefits that would impact effective tax rate | 30.3 | 30 | ||
Interest and penalties accrued on uncertain tax positions | 11.4 | 11 | ||
Unrecognized tax benefits | 30.3 | 30.8 | $ 31.8 | $ 52.8 |
Decrease in unrecognized tax benefits reasonably possible in next twelve months | 1.6 | |||
W.R. Grace & Co. | ||||
Income Tax Contingency [Line Items] | ||||
Unrecognized tax benefits | 0.6 | 1.2 | ||
Decrease in unrecognized tax benefits reasonably possible in next twelve months | 0.6 | |||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward, amount | 0.4 | |||
Valuation allowance | 1.5 | |||
Operating loss carryforwards, valuation allowance | 2 | |||
Australian Taxation Office | Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 0.4 | |||
Brazil | Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 15.4 | |||
Chile | Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 2.6 | |||
France | Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 10.7 | |||
Germany | Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 6.8 | |||
India | Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 8.5 | |||
Operating Loss Carryforward, Foreign | ||||
Income Tax Contingency [Line Items] | ||||
Foreign tax credit carryforwards | 1.5 | |||
Deferred tax assets, valuation allowance | 12.8 | 14.8 | ||
Increase (decrease) in valuation allowance | (1.2) | |||
Foreign Net Operating Loss Carryforwards, Foreign Exchange Impact | ||||
Income Tax Contingency [Line Items] | ||||
Increase (decrease) in valuation allowance | (1.2) | |||
Foreign Net Operating Loss Carryforwards, Net Valuation Releases | ||||
Income Tax Contingency [Line Items] | ||||
Increase (decrease) in valuation allowance | (0.5) | |||
US Foreign Tax Credit Carryover | ||||
Income Tax Contingency [Line Items] | ||||
Increase (decrease) in valuation allowance | 0.3 | |||
Foreign Tax Credit Carryforwards | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax assets, valuation allowance | $ 0 | 1.5 | ||
Increase (decrease) in valuation allowance | 1.3 | |||
Foreign Valuation Allowance | ||||
Income Tax Contingency [Line Items] | ||||
Expense for increase in valuation allowance | $ 0.8 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Foreign net operating loss carryforwards | $ 14.4 | $ 14.8 |
Operating lease obligations | 12.7 | 8.7 |
Reserves and allowances | 11.8 | 13.1 |
Pension benefits | 5.3 | 8.8 |
Capitalized research and development | 1.6 | 0 |
Stock compensation | 1 | 1.9 |
Interest Limitation Carryover | 0.6 | 0.1 |
Foreign tax credit carryforwards | 0 | 1.5 |
Other | 1.4 | 2.1 |
Total deferred tax assets | 48.8 | 51 |
Deferred tax liabilities: | ||
Properties and equipment | (15.1) | (18.3) |
Operating lease right-of-use asset | (12.2) | (8.7) |
Outside basis difference in Verifi® | (6.4) | (9.3) |
Inventories | (4.3) | (0.4) |
Intangible assets/goodwill | (3.3) | (2.2) |
Other | (0.3) | (1.1) |
Total deferred tax liabilities | (41.6) | (40) |
Valuation allowance: | ||
Valuation allowance | (12.8) | (16.3) |
Net deferred tax liabilities | (5.6) | (5.3) |
Foreign net operating loss carryforwards | ||
Deferred tax assets: | ||
Foreign tax credit carryforwards | 1.5 | |
Valuation allowance: | ||
Valuation allowance | (12.8) | (14.8) |
Foreign tax credit carryforwards | ||
Valuation allowance: | ||
Valuation allowance | $ 0 | $ (1.5) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 30.8 | $ 31.8 | $ 52.8 |
Additions for prior year tax positions | 0.6 | 0.9 | 0 |
Reductions for expirations of statute of limitations | (0.9) | (1.9) | (1.5) |
Reductions for prior year tax positions and reclassifications | (0.2) | 0 | (19.5) |
Ending balance | $ 30.3 | $ 30.8 | $ 31.8 |
RETIREMENT PLANS - Narrative (D
RETIREMENT PLANS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Expected return on plan assets | 4.90% | ||
Defined contribution plan, percent of employee contributions matched | 100.00% | ||
Defined contribution plan, percent of employee's salary for matching contributions | 6.00% | ||
Defined contribution plan, additional percent of employee contributions matched under plan amendment | 2.00% | ||
Defined contribution plan, matching contributions vesting period | 3 years | ||
Costs related to defined contribution retirement plan | $ 4.2 | $ 4.6 | $ 4.6 |
U.S. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Mark-to-market gains (losses) | $ 6.9 | $ 3.4 | 12.3 |
Discount rate | 2.85% | 2.61% | |
Expected return on plan assets | 4.90% | 5.50% | |
Non-U.S. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 1.71% | 1.17% | |
Expected return on plan assets | 1.02% | 1.85% | |
Non-U.S. | Total Pension Assets | Geographic Concentration Risk | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Concentration risk, percentage | 70.00% | 70.00% | |
Other Countries | Non-U.S. Pension Plan Assets | Geographic Concentration Risk | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Concentration risk, percentage | 8.00% | 8.00% | |
United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 0.98% | ||
Expected return on plan assets | 1.30% | ||
United Kingdom | Benefit Obligation of Non-U.S. Pension Plans | Geographic Concentration Risk | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Concentration risk, percentage | 85.00% | 85.00% | |
United Kingdom | Non-U.S. Pension Plan Assets | Geographic Concentration Risk | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Concentration risk, percentage | 92.00% | 92.00% | |
Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Benefit obligation | $ 429.4 | $ 477.8 | |
Accumulated benefit obligation | 171 | ||
Pension Plans | U.S. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Mark-to-market gains (losses) | 6.9 | (3.4) | (12.3) |
Benefit obligation | 160.4 | 185.3 | 171.9 |
Long-term liability | 39.3 | 41.8 | |
Employer contributions | 0.6 | 15.9 | |
Pension Plans | Non-U.S. | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Mark-to-market gains (losses) | 3.4 | 0.6 | (1) |
Benefit obligation | 269 | 292.5 | 265.6 |
Long-term liability | 17.2 | 21.1 | |
Employer contributions | 1.2 | 1.5 | |
Expected employer contributions in next twelve months | 1.5 | ||
Pension Plans | United Kingdom | Continuing Operations | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Curtailment gains | $ 1.2 | ||
Postretirement Health Care Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Long-term liability | $ 2.4 | $ 2.6 |
RETIREMENT PLANS - Summary of C
RETIREMENT PLANS - Summary of Changes in Benefit Obligations and Fair Values of Retirement Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amounts recognized in the Consolidated Balance Sheets: | |||
Non-current assets | $ 31 | $ 29.7 | |
Pension Plans | |||
Change in Projected Benefit Obligation: | |||
Benefit obligation at beginning of year | 477.8 | ||
Benefit obligation at end of year | 429.4 | 477.8 | |
U.S. | |||
Change in Plan Assets: | |||
Fair value of plan assets at beginning of year | 144.3 | ||
Fair value of plan assets at end of year | 121.9 | 144.3 | |
U.S. | Pension Plans | |||
Change in Projected Benefit Obligation: | |||
Benefit obligation at beginning of year | 185.3 | 171.9 | |
Service cost | 6.3 | 6.1 | $ 6.3 |
Interest cost | 4.7 | 5 | 5.8 |
Actuarial (gain) loss | (8.7) | 19.1 | |
Benefits paid | (27.2) | (16.8) | |
Amendments | 0 | 0 | |
Currency exchange translation adjustments | 0 | 0 | |
Benefit obligation at end of year | 160.4 | 185.3 | 171.9 |
Change in Plan Assets: | |||
Fair value of plan assets at beginning of year | 144.3 | 123 | |
Actual return on plan assets | 4.2 | 22.2 | |
Employer contributions | 0.6 | 15.9 | |
Benefits paid | (27.2) | (16.8) | |
Currency exchange translation adjustments | 0 | 0 | |
Fair value of plan assets at end of year | 121.9 | 144.3 | 123 |
Net funded status | (38.5) | (41) | |
Amounts recognized in the Consolidated Balance Sheets: | |||
Non-current assets | 1.5 | 1.4 | |
Current liabilities | (0.7) | (0.6) | |
Non-current liabilities | (39.3) | (41.8) | |
Net amount recognized | (38.5) | (41) | |
Amounts recognized in Accumulated Other Comprehensive Loss: | |||
Accumulated actuarial loss | 0 | 0 | |
Prior service credit | 0 | 0 | |
Net amount recognized | 0 | 0 | |
Non-U.S. | |||
Change in Plan Assets: | |||
Fair value of plan assets at beginning of year | 298.9 | ||
Fair value of plan assets at end of year | 280.5 | 298.9 | |
Non-U.S. | Pension Plans | |||
Change in Projected Benefit Obligation: | |||
Benefit obligation at beginning of year | 292.5 | 265.6 | |
Service cost | 1.1 | 1 | 2.6 |
Interest cost | 2.7 | 4.1 | 5.4 |
Actuarial (gain) loss | (9) | 28.3 | |
Benefits paid | (13.8) | (14.7) | |
Amendments | 0 | 0.3 | |
Currency exchange translation adjustments | (4.5) | 7.9 | |
Benefit obligation at end of year | 269 | 292.5 | 265.6 |
Change in Plan Assets: | |||
Fair value of plan assets at beginning of year | 298.9 | 270.8 | |
Actual return on plan assets | (2.7) | 33.8 | |
Employer contributions | 1.2 | 1.5 | |
Benefits paid | (13.8) | (14.7) | |
Currency exchange translation adjustments | (3.1) | 7.5 | |
Fair value of plan assets at end of year | 280.5 | 298.9 | $ 270.8 |
Net funded status | 11.5 | 6.4 | |
Amounts recognized in the Consolidated Balance Sheets: | |||
Non-current assets | 29.5 | 28.3 | |
Current liabilities | (0.8) | (0.8) | |
Non-current liabilities | (17.2) | (21.1) | |
Net amount recognized | 11.5 | 6.4 | |
Amounts recognized in Accumulated Other Comprehensive Loss: | |||
Accumulated actuarial loss | 0 | 0 | |
Prior service credit | 2.3 | 2.5 | |
Net amount recognized | $ 2.3 | $ 2.5 |
RETIREMENT PLANS - Assumptions
RETIREMENT PLANS - Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost : | ||
Expected return on plan assets | 4.90% | |
U.S. | ||
Weighted Average Assumptions Used to Determine Benefit Obligations: | ||
Discount rate | 2.85% | 2.61% |
Rate of compensation increase | 3.50% | 3.91% |
Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost : | ||
Discount rate | 2.60% | 3.26% |
Expected return on plan assets | 4.90% | 5.50% |
Rate of compensation increase | 3.91% | 4.10% |
Non-U.S. | ||
Weighted Average Assumptions Used to Determine Benefit Obligations: | ||
Discount rate | 1.71% | 1.17% |
Rate of compensation increase | 2.92% | 2.47% |
Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost : | ||
Discount rate | 1.17% | 1.80% |
Expected return on plan assets | 1.02% | 1.85% |
Rate of compensation increase | 2.52% | 3.13% |
RETIREMENT PLANS - Components o
RETIREMENT PLANS - Components of Net Periodic Benefit Cost (Income) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
U.S. | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Pension MTM adjustment | $ (6.9) | $ (3.4) | $ (12.3) |
U.S. | Pension Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service cost | 6.3 | 6.1 | 6.3 |
Interest cost | 4.7 | 5 | 5.8 |
Expected return on plan assets | (6.2) | (6.5) | (6.5) |
Amortization of prior service cost | 0 | 0 | 0 |
Gain on termination, curtailment and settlement of pension plans | 0 | 0 | 0 |
Pension MTM adjustment | (6.9) | 3.4 | 12.3 |
Net periodic benefit cost | (2.1) | 8 | 17.9 |
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss | |||
Net prior service cost | 0 | 0 | 0 |
Total recognized in net periodic benefit cost and other comprehensive loss | (2.1) | 8 | 17.9 |
Non-U.S. | Pension Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service cost | 1.1 | 1 | 2.6 |
Interest cost | 2.7 | 4.1 | 5.4 |
Expected return on plan assets | (3) | (4.7) | (5.9) |
Amortization of prior service cost | 0.2 | 0.2 | 0.1 |
Gain on termination, curtailment and settlement of pension plans | 0 | 0 | (1.4) |
Pension MTM adjustment | (3.4) | (0.6) | 1 |
Net periodic benefit cost | (2.4) | 0 | 1.8 |
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss | |||
Net prior service cost | 0 | 0.3 | 0.2 |
Total recognized in net periodic benefit cost and other comprehensive loss | (2.4) | 0.3 | 2.2 |
Continuing Operations | U.S. | Pension Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net periodic benefit cost | (2.1) | 8 | 17.9 |
Continuing Operations | Non-U.S. | Pension Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net periodic benefit cost | $ (2.4) | $ 0 | $ 2 |
RETIREMENT PLANS -Accumulated B
RETIREMENT PLANS -Accumulated Benefit Obligation For Benefit Pension Plans (Details) - Pension Plans - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan, Pension Plan with Project Benefit Obligation in Excess of Plan Assets [Abstract] | ||
Projected benefit obligations | $ 171 | $ 201 |
Accumulated benefit obligations | 168.7 | 197.3 |
Fair value of plan assets | 113 | 136.7 |
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Abstract] | ||
Projected benefit obligations | 168.9 | 198.3 |
Accumulated benefit obligations | 167.1 | 195.5 |
Fair value of plan assets | $ 111 | $ 134.3 |
RETIREMENT PLANS - Estimated Ex
RETIREMENT PLANS - Estimated Expected Future Benefit Payments (Details) - Pension Plans $ in Millions | Dec. 31, 2021USD ($) |
U.S. | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2022 | $ 7.4 |
2023 | 7.6 |
2024 | 7.5 |
2025 | 7.9 |
2026 | 7.9 |
After 2026 | 38 |
Non-U.S. | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2022 | 13.7 |
2023 | 12 |
2024 | 12.4 |
2025 | 12.7 |
2026 | 12.5 |
After 2026 | $ 64.5 |
RETIREMENT PLANS - Allocation o
RETIREMENT PLANS - Allocation of Plan Assets (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
U.S. | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 100.00% | |
Percentage of Plan Assets | 100.00% | 100.00% |
U.S. | U.S. equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 24.00% | |
Percentage of Plan Assets | 17.00% | 24.00% |
U.S. | Non-U.S. equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 11.00% | |
Percentage of Plan Assets | 8.00% | 12.00% |
U.S. | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 65.00% | |
Percentage of Plan Assets | 67.00% | 60.00% |
U.S. | Other investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 0.00% | |
Percentage of Plan Assets | 8.00% | 4.00% |
United Kingdom | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 100.00% | |
Percentage of Plan Assets | 100.00% | 100.00% |
United Kingdom | Diversified growth funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 5.00% | |
Percentage of Plan Assets | 11.00% | 5.00% |
United Kingdom | Return-seeking fixed income investment | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 5.00% | |
Percentage of Plan Assets | 0.00% | 5.00% |
United Kingdom | U.K. gilts | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 34.00% | |
Percentage of Plan Assets | 37.00% | 37.00% |
United Kingdom | U.K. corporate bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 4.00% | |
Percentage of Plan Assets | 2.00% | 3.00% |
United Kingdom | Insurance contracts | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 52.00% | |
Percentage of Plan Assets | 50.00% | 50.00% |
RETIREMENT PLANS - Fair Value M
RETIREMENT PLANS - Fair Value Measurements of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
U.S. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | $ 121.9 | $ 144.3 | ||
U.S. | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
U.S. | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 121.9 | 144.3 | ||
U.S. | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
U.S. | Corporate bond group trust funds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 81.5 | 70 | ||
U.S. | Corporate bond group trust funds | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
U.S. | Corporate bond group trust funds | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 81.5 | 70 | ||
U.S. | Corporate bond group trust funds | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
U.S. | U.S. equity group trust funds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 20.3 | 34.8 | ||
U.S. | U.S. equity group trust funds | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
U.S. | U.S. equity group trust funds | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 20.3 | 34.8 | ||
U.S. | U.S. equity group trust funds | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
U.S. | Other fixed income group trust funds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 9.9 | 22.3 | ||
U.S. | Other fixed income group trust funds | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
U.S. | Other fixed income group trust funds | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 9.9 | 22.3 | ||
U.S. | Other fixed income group trust funds | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
U.S. | Non-U.S. equity group trust funds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 10.2 | 17.2 | ||
U.S. | Non-U.S. equity group trust funds | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
U.S. | Non-U.S. equity group trust funds | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 10.2 | 17.2 | ||
U.S. | Non-U.S. equity group trust funds | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-U.S. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 280.5 | 298.9 | ||
Non-U.S. | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 2.6 | 2.2 | ||
Non-U.S. | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 150.5 | 158 | ||
Non-U.S. | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 127.4 | 138.7 | ||
Non-U.S. | Common/collective trust funds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 134.4 | 144.3 | ||
Non-U.S. | Common/collective trust funds | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-U.S. | Common/collective trust funds | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 134.4 | 144.3 | ||
Non-U.S. | Common/collective trust funds | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-U.S. | Insurance contracts and other investments | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 127.7 | 139 | ||
Non-U.S. | Insurance contracts and other investments | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-U.S. | Insurance contracts and other investments | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0.3 | 0.3 | ||
Non-U.S. | Insurance contracts and other investments | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 127.4 | 138.7 | $ 127.9 | $ 127.9 |
Non-U.S. | Corporate bonds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 13.5 | 10.5 | ||
Non-U.S. | Corporate bonds | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-U.S. | Corporate bonds | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 13.5 | 10.5 | ||
Non-U.S. | Corporate bonds | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-U.S. | Government and agency securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 2.3 | 2.9 | ||
Non-U.S. | Government and agency securities | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-U.S. | Government and agency securities | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 2.3 | 2.9 | ||
Non-U.S. | Government and agency securities | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-U.S. | Cash | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 2.6 | 2.2 | ||
Non-U.S. | Cash | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 2.6 | 2.2 | ||
Non-U.S. | Cash | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-U.S. | Cash | Level 3 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | $ 0 | $ 0 |
RETIREMENT PLANS - Schedule of
RETIREMENT PLANS - Schedule of Changes in Fair Value Measurement Level 3 (Details) - Non-U.S. - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | |||
Fair value of plan assets at beginning of year | $ 298.9 | ||
Fair value of plan assets at end of year | 280.5 | $ 298.9 | |
Level 3 | |||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | |||
Fair value of plan assets at beginning of year | 138.7 | ||
Fair value of plan assets at end of year | 127.4 | 138.7 | |
Insurance contracts | |||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | |||
Fair value of plan assets at beginning of year | 139 | ||
Fair value of plan assets at end of year | 127.7 | 139 | |
Insurance contracts | Level 3 | |||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | |||
Fair value of plan assets at beginning of year | 138.7 | 127.9 | $ 127.9 |
Actual return on plan assets | (2.1) | 13.7 | 13.7 |
Transfers out for premium | (7.9) | (7.5) | |
Currency exchange translation adjustments | (1.3) | 4.6 | 4.6 |
Fair value of plan assets at end of year | $ 127.4 | $ 138.7 | $ 127.9 |
OTHER BALANCE SHEET ACCOUNTS -
OTHER BALANCE SHEET ACCOUNTS - Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 62.5 | $ 41.3 |
In process | 5.5 | 4.2 |
Finished products | 62.7 | 52.9 |
Total inventories | $ 130.7 | $ 98.4 |
OTHER BALANCE SHEET ACCOUNTS _2
OTHER BALANCE SHEET ACCOUNTS - Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Non-trade receivables | $ 22.5 | $ 20.4 |
Prepaid expenses and other current assets | 11.4 | 11.1 |
Income taxes receivable | 12 | 9.7 |
Total other current assets | $ 45.9 | $ 41.2 |
OTHER BALANCE SHEET ACCOUNTS _3
OTHER BALANCE SHEET ACCOUNTS - Properties and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Properties and equipment, gross | $ 680.6 | $ 680 |
Accumulated depreciation | (467.4) | (454.4) |
Properties and equipment, net | 213.2 | 225.6 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Properties and equipment, gross | 6.8 | 8.1 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Properties and equipment, gross | 113.1 | 116.7 |
Operating machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Properties and equipment, gross | 455.2 | 455.8 |
Information technology equipment | ||
Property, Plant and Equipment [Line Items] | ||
Properties and equipment, gross | 81.8 | 86.5 |
Projects under construction | ||
Property, Plant and Equipment [Line Items] | ||
Properties and equipment, gross | $ 23.7 | $ 12.9 |
OTHER BALANCE SHEET ACCOUNTS _4
OTHER BALANCE SHEET ACCOUNTS - Other Assets, Noncurrent (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Operating lease right-of-use asset | $ 48.7 | $ 19.5 | $ 40 |
Defined benefit pension plans | 31 | 29.7 | |
Deferred income taxes | 10.3 | 9.6 | |
Other assets | 27.5 | 35.1 | |
Total other assets | $ 117.5 | $ 114.4 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total other assets | Total other assets | Total other assets |
OTHER BALANCE SHEET ACCOUNTS _5
OTHER BALANCE SHEET ACCOUNTS - Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued customer volume rebates | $ 23.6 | $ 25 |
Accrued compensation | 21.2 | 24.4 |
Restructuring liability | $ 12.4 | $ 18.3 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total other current liabilities | Total other current liabilities |
Operating lease obligations | $ 7.5 | $ 8 |
Accrued interest | 4 | 4 |
Income taxes payable | 3.3 | 7.1 |
Other accrued liabilities | 52.9 | 47 |
Total other current liabilities | $ 124.9 | $ 133.8 |
OTHER BALANCE SHEET ACCOUNTS _6
OTHER BALANCE SHEET ACCOUNTS - Other Noncurrent Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Operating lease obligations | $ 41.9 | $ 19.5 | $ 26.2 |
Deferred income taxes | 15.9 | 14.9 | |
Other liabilities | 14.5 | 16.8 | |
Total other liabilities | $ 72.3 | $ 57.9 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total other liabilities | Total other liabilities | Total other liabilities |
SUPPLEMENTAL CASH FLOWS (Detail
SUPPLEMENTAL CASH FLOWS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Cash paid for income taxes, net of refunds | $ 19.1 | $ 35.4 | $ 12.7 |
Cash paid for interest on note and credit arrangements | 19.3 | 19.5 | 19.9 |
Property and equipment purchases unpaid and included in accounts payable | 9.1 | 5.9 | 5.7 |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | 10.4 | 11.2 | 12.6 |
Operating lease right of use assets obtained in exchange for new lease obligations | $ 24.8 | $ 14.8 | 5.9 |
Cumulative Effect, Period of Adoption, Adjusted Balance | |||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating lease right of use assets obtained in exchange for new lease obligations | 46.7 | ||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | |||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating lease right of use assets obtained in exchange for new lease obligations | $ 40.8 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | $ 654.1 | $ 541 | $ 481.1 |
Other comprehensive income (loss) | (18.9) | 6.5 | 3 |
Ending Balance | 671.9 | 654.1 | 541 |
Currency Translation Adjustments | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | (107.4) | (114.2) | |
Other comprehensive income (loss) | (19.4) | 6.8 | |
Ending Balance | (126.8) | (107.4) | (114.2) |
Pension Plans | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | (3.1) | (2.7) | |
Other comprehensive income (loss) | 0.4 | (0.4) | |
Ending Balance | (2.7) | (3.1) | (2.7) |
Hedging Activities | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | 0 | (0.1) | |
Other comprehensive income (loss) | 0.1 | 0.1 | |
Ending Balance | 0.1 | 0 | (0.1) |
Accumulated Other Comprehensive Loss | |||
Changes in accumulated other comprehensive income (loss), net of tax | |||
Beginning Balance | (110.5) | (117) | (120) |
Other comprehensive income (loss) | (18.9) | 6.5 | 3 |
Ending Balance | $ (129.4) | $ (110.5) | $ (117) |
STOCK INCENTIVE PLANS - Narrati
STOCK INCENTIVE PLANS - Narrative (Details) | Oct. 01, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)tranche$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 15, 2019$ / shares | May 11, 2017$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares of common stock available for issuance (in shares) | shares | 7,500,000 | |||||
Authorized for issuance (in shares) | shares | 1,000,000 | 8,000,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Shares granted, value | $ 5,000,000 | |||||
Stock-based compensation expense | $ 6,900,000 | $ 7,000,000 | $ 6,200,000 | |||
Reduction in stock-based compensation expense for remeasurement based on expected payout | (700,000) | (600,000) | (2,400,000) | |||
Income tax benefit recognized for stock-based compensation | 800,000 | 500,000 | 1,500,000 | |||
Share repurchases | 3,100,000 | 2,100,000 | 3,800,000 | |||
Payments of tax withholding obligations related to employee equity awards | $ 1,700,000 | 1,700,000 | $ 3,800,000 | |||
Number of vesting tranches | tranche | 3 | |||||
Performance period | 3 years | |||||
Selling, general and administrative expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Accelerated cost | $ 1,800,000 | |||||
Restructuring Plan and Repositioning Plan Phase 2 2019 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 1,100,000 | $ 2,400,000 | ||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued in period (in shares) | shares | 143,128 | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued in period (in shares) | shares | 388,348 | |||||
Stock options, exercise price, percent of market value on the date of grant | 100.00% | |||||
Other awards granted (in shares) | shares | 0 | 0 | ||||
Weighted average grant date fair value of options granted (in usd per share) | $ / shares | $ 8.66 | |||||
Intrinsic value of all options exercised | $ 4,200,000 | $ 400,000 | $ 3,000,000 | |||
Stock Options | Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Stock Options | Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 2 years | |||||
Stock Options | Tranche Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Stock Options | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option awards, contractual term | 5 years | |||||
Stock Options | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option awards, contractual term | 10 years | |||||
Stock Options With Market Conditions | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reduction in stock-based compensation expense for remeasurement based on expected payout | $ 1,200,000 | |||||
Stock option awards, contractual term | 3 years 9 months 18 days | |||||
Award vesting period | 3 years | |||||
Intrinsic value of all options exercised | $ 4,200,000 | |||||
Grants in period (in shares) | shares | 388,348 | |||||
Preferred share purchase right, exercise price (in usd per share) | $ / shares | $ 20.96 | $ 20.96 | ||||
Unrecognized stock-based compensation expense for stock options | $ 388,348 | |||||
Unrecognized stock-based compensation expense, period of recognition | 1 year 9 months 18 days | |||||
Stock Options With Market Conditions | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected payout, percent of target | 0.00% | |||||
Stock Options With Market Conditions | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected payout, percent of target | 200.00% | |||||
Restricted Stock Units (RSUs) and Performance Based Units (PBUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense, period of recognition | 1 year 4 months 24 days | |||||
Unrecognized compensation expense related to the RSU and PBU awards | $ 3,000,000 | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Other awards granted (in shares) | shares | 154,000 | |||||
Award vesting percentage | 100.00% | |||||
Weighted average grant date fair value of other awards granted (in usd per share) | $ / shares | $ 25.43 | $ 21.06 | $ 26.77 | |||
Awards settled (in shares) | shares | 289,000 | |||||
Shares distributed (in shares) | shares | 184,000 | 302,000 | ||||
Fair value of awards vested | $ 8,000,000 | $ 4,200,000 | $ 7,400,000 | |||
Sign-On Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 2 years | |||||
Performance Based Units (PBUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 2 years | 3 years | 3 years | |||
Other awards granted (in shares) | shares | 101,000 | |||||
Weighted average grant date fair value of other awards granted (in usd per share) | $ / shares | $ 27.02 | |||||
Cumulative on cash flow target metric | 33.30% | |||||
Performance Based Units (PBUs) | Granted 2018 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value of other awards granted (in usd per share) | $ / shares | $ 22.43 | $ 27.19 | ||||
Performance Based Units (PBUs) | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected payout, percent of target | 0.00% | |||||
Performance Based Units (PBUs) | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected payout, percent of target | 200.00% | |||||
Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares of common stock available for issuance (in shares) | shares | 1,000,000 | 500,000 |
STOCK INCENTIVE PLANS - Valuati
STOCK INCENTIVE PLANS - Valuation Assumptions - Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.70% | |
Risk-free interest rate, maximum | 2.64% | |
Volatility, minimum | 28.02% | |
Volatility, maximum | 28.59% | |
Weighted average grant date fair value per stock option (in usd per share) | $ 8.66 | |
Stock Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Average life of options (years) | 5 years 6 months | |
Stock Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Average life of options (years) | 6 years 6 months | |
Stock Options With Market Conditions | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, maximum | 400.00% | |
Expected volatility | 40.00% | |
Weighted average grant date fair value per stock option (in usd per share) | $ 5.15 | |
Risk-free interest rate | 0.22% |
STOCK INCENTIVE PLANS - Stock O
STOCK INCENTIVE PLANS - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number Of Shares | |||
Outstanding, beginning balance (in shares) | 911 | ||
Options exercised (in shares) | (545) | (100) | (400) |
Options forfeited/expired/canceled (in shares) | (26) | ||
Outstanding, ending balance (in shares) | 340 | 911 | |
Exercisable (in shares) | 328 | ||
Vested and expected to vest (in shares) | 340 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning balance (in usd per share) | $ 23.91 | ||
Options exercised (in usd per share) | 21.03 | ||
Options forfeited/expired/canceled (in usd per share) | 28.35 | ||
Outstanding, ending balance (in usd per share) | 28.32 | $ 23.91 | |
Exercisable (in usd per share) | 28.37 | ||
Vested and expected to vest (in usd per share) | $ 28.32 | ||
Other Disclosures | |||
Outstanding, weighted-average remaining contractual term | 2 years 7 days | 2 years 5 months 26 days | |
Exercisable, weighted-average remaining contractual term | 1 year 11 months 19 days | ||
Vested and expected to vest, weighted-average remaining contractual term | 2 years 7 days | ||
Outstanding, aggregated intrinsic value | $ 1,253 | $ 2,234 | |
Exercisable, aggregated intrinsic value | 1,207 | ||
Vested and expected to vest, aggregated intrinsic value | $ 1,253 |
STOCK INCENTIVE PLANS - Restric
STOCK INCENTIVE PLANS - Restricted Stock Units Award Activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number Of Shares | |||
Outstanding, beginning balance (in shares) | 305 | ||
Awards granted (in shares) | 154 | ||
Awards settled (in shares) | (289) | ||
Awards forfeited (in shares) | (25) | ||
Outstanding, ending balance (in shares) | 145 | 305 | |
Expected to vest (in shares) | 142 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning balance (in usd per share) | $ 22.14 | ||
Awards granted (in usd per share) | 25.43 | $ 21.06 | $ 26.77 |
Awards settled (in usd per share) | 22.46 | ||
Awards forfeited (in usd per share) | 24.21 | ||
Outstanding, ending balance (in usd per share) | 24.67 | $ 22.14 | |
Expected to vest (in usd per share) | $ 24.67 |
STOCK INCENTIVE PLANS - Valua_2
STOCK INCENTIVE PLANS - Valuation Assumptions - Performance Based Units (Details) - Performance Based Units (PBUs) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (remaining performance period) | 1 year 9 months 21 days | 2 years 10 months 6 days | 2 years 10 months 9 days |
Expected volatility | 51.48% | 29.85% | 28.46% |
Risk-free interest rate | 0.14% | 1.21% | 2.48% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Median correlation coefficient of constituents | 54.00% | 54.01% | 57.09% |
STOCK INCENTIVE PLANS - Perform
STOCK INCENTIVE PLANS - Performance Based Units Award Activity (Details) - Performance Based Units (PBUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number Of Shares | |
Outstanding, beginning balance (in shares) | shares | 343 |
Awards granted (in shares) | shares | 101 |
Awards forfeited (in shares) | shares | (174) |
Outstanding, ending balance (in shares) | shares | 270 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in usd per share) | $ / shares | $ 28.10 |
Awards granted (in usd per share) | $ / shares | 27.02 |
Awards forfeited (in usd per share) | $ / shares | 30.52 |
Outstanding, ending balance (in usd per share) | $ / shares | $ 26.11 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) $ / shares in Units, $ in Millions | Jul. 30, 2020USD ($) | Mar. 15, 2019purchase_right$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Oct. 01, 2020$ / shares | May 11, 2017$ / shares |
Class of Stock [Line Items] | ||||||
Common stock dividend, number of preferred share purchase rights for each share of common stock | purchase_right | 1 | |||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred stock, authorized (in shares) | shares | 50,000,000 | 50,000,000 | ||||
Preferred stock, par (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Authorized a program to repurchase up | $ | $ 100 | |||||
Stock repurchase (in Shares) | shares | 0 | 0 | ||||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, authorized (in shares) | shares | 10,000,000 | |||||
Preferred stock, par (in usd per share) | $ / shares | $ 0.01 |
STOCKHOLDERS_ EQUITY - Share ac
STOCKHOLDERS’ EQUITY - Share activity (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock | |||
Beginning Balance (in shares) | 73,500 | 73,200 | 72,400 |
Issuance of common stock (in shares) | 400 | 200 | 400 |
Exercise of stock options (in shares) | 545 | 100 | 400 |
Ending Balance (in shares) | 74,400 | 73,500 | 73,200 |
Treasury Stock | |||
Beginning balance (in shares) | 400 | 300 | 200 |
Share repurchases (in shares) | 200 | 100 | 100 |
Ending balance (in shares) | 600 | 400 | 300 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerators | |||
Income from continuing operations attributable to GCP shareholders | $ 21.5 | $ 100.5 | $ 40.8 |
(Loss) income from discontinued operations, net of income taxes | (0.3) | (0.3) | 5.7 |
Net income attributable to GCP shareholders | $ 21.2 | $ 100.2 | $ 46.5 |
Denominators | |||
Weighted average common shares—basic calculation (in shares) | 73.4 | 73 | 72.6 |
Dilutive effect of employee stock awards (in shares) | 0.1 | 0.1 | 0.3 |
Weighted average common shares—diluted calculation (in shares) | 73.5 | 73.1 | 72.9 |
Earnings Per Share, Basic [Abstract] | |||
Income from continuing operations attributable to GCP shareholders (in usd per share) | $ 0.29 | $ 1.38 | $ 0.56 |
Income from discontinued operations, net of income taxes (in usd per share) | 0 | (0.01) | 0.08 |
Net income attributable to GCP shareholders (in usd per share) | 0.29 | 1.37 | 0.64 |
Diluted (loss) earnings per share | |||
Income (loss) from continuing operations attributable to GCP shareholders (in usd per share) | 0.29 | 1.37 | 0.56 |
Income from discontinued operations, net of income taxes (in usd per share) | 0 | 0 | 0.08 |
Net income attributable to GCP shareholders (in usd per share) | $ 0.29 | $ 1.37 | $ 0.64 |
Antidilutive securities excluded from computation of dilutive shares (in shares) | 0.5 | 0.6 | 0.6 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | Mar. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||||
Damages of approximately | $ 11 | |||
Claim amount of approximately | 16 | |||
Net of contractual deductible | $ 5 | |||
Segment Reconciling Items | ||||
Loss Contingencies [Line Items] | ||||
Gain related to income tax settlement, net | $ 3.3 | $ 0 | $ 0.6 | |
Amended Credit Agreement | Financial Standby Letter of Credit | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency accrual | $ 6.3 | $ 6.8 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Expenses and Agreements (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)derivative_instrument | |
W.R. Grace & Co. | Other Assets | ||
Related Party Transaction [Line Items] | ||
Indemnified receivables, tax | $ 0.6 | $ 1.8 |
W.R. Grace & Co. | Other Current Liabilities | ||
Related Party Transaction [Line Items] | ||
Indemnified payables, tax | $ 1 | $ 1 |
Starboard | ||
Related Party Transaction [Line Items] | ||
Number of directors appointed by noncontrolling interest | derivative_instrument | 8 | |
Reimbursement of director fees, maximum | $ 2 | |
Starboard | GCP Applied Technologies | ||
Related Party Transaction [Line Items] | ||
Noncontrolling interest ownership percentage | 9.00% |
SEGMENTS - Schedule of Operatin
SEGMENTS - Schedule of Operating Segment Data (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | $ 970.1 | $ 903.2 | $ 1,013.5 |
Segment Operating Income: | 124 | 143.2 | |
Depreciation and Amortization: | 45.9 | 46.4 | 43.2 |
Restructuring and repositioning expenses | 33.3 | 30.3 | 30.3 |
Capital Expenditures: | 32.4 | 36.1 | 56.7 |
Assets | 1,446.6 | 1,417.6 | |
SCC | |||
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 558.5 | 518.9 | 579.1 |
SBM | |||
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 411.6 | 384.3 | 434.4 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Segment Operating Income: | 113.6 | 124 | 143.2 |
Operating Segments | SCC | |||
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 558.5 | 518.9 | 579.1 |
Segment Operating Income: | 39.3 | 52.9 | 56.9 |
Depreciation and Amortization: | 28.9 | 27.6 | 24.4 |
Restructuring and repositioning expenses | 16.1 | 10.5 | 14.7 |
Capital Expenditures: | 24 | 25.5 | 44.2 |
Assets | 502.8 | 444.4 | |
Operating Segments | SBM | |||
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 411.6 | 384.3 | 434.4 |
Segment Operating Income: | 74.3 | 71.1 | 86.3 |
Depreciation and Amortization: | 14.8 | 14.9 | 14.8 |
Restructuring and repositioning expenses | 6.6 | 8 | 14.1 |
Capital Expenditures: | 4.8 | 4.9 | 7.9 |
Assets | 363 | 408.3 | |
Corporate costs | |||
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization: | 2.2 | 3.9 | 4 |
Restructuring and repositioning expenses | 10.6 | 11.8 | 1.5 |
Capital Expenditures: | 3.6 | 5.7 | $ 4.6 |
Assets | $ 580.8 | $ 564.9 |
SEGMENTS - Reconciliation of Op
SEGMENTS - Reconciliation of Operating Segment Data to Financial Statements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total segment operating income | $ 124 | $ 143.2 | |
Corporate costs | $ (254.6) | (264.5) | (272.8) |
Net income attributable to noncontrolling interests | 0.3 | 0.5 | 0.4 |
Gain on sale of corporate headquarters | 0 | 110.2 | 0 |
Income from continuing operations before income taxes | 33.9 | 137.7 | 35.2 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total segment operating income | 113.6 | 124 | 143.2 |
Corporate costs | |||
Segment Reporting Information [Line Items] | |||
Corporate costs | (20.7) | (26.2) | (32.8) |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Restructuring and repositioning expenses | (33.3) | (30.3) | (30.3) |
Interest expense, net | (21.8) | (20.1) | (20) |
Pension MTM adjustment, net | 10.3 | (2.8) | (13.3) |
Third-party and other acquisition-related costs | (8.7) | (0.7) | (0.1) |
Certain pension costs | (5.8) | (5.2) | (7.8) |
Gain on Brazil tax recoveries, net | 3.3 | 0 | 0.6 |
Acceleration of RSU vesting | (1.8) | 0 | 0 |
Tax indemnification adjustments | (0.7) | (1.6) | (0.5) |
Loss on sale of product line | (0.8) | 0 | 0 |
Net income attributable to noncontrolling interests | 0.3 | 0.5 | 0.4 |
Gain on sale of corporate headquarters | 0 | 0 | |
Shareholder activism and other related costs | 0 | (9.5) | (5.3) |
Legacy product, environmental and other claims | 0 | (0.6) | (0.1) |
Pension curtailment gain | $ 0 | $ 0 | $ 1.2 |
SEGMENTS - Sales by Product Gro
SEGMENTS - Sales by Product Group (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from External Customer [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | $ 970.1 | $ 903.2 | $ 1,013.5 |
SCC | |||
Revenue from External Customer [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 558.5 | 518.9 | 579.1 |
SCC | Concrete | |||
Revenue from External Customer [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 413.1 | 393.1 | 434.8 |
SCC | Cement | |||
Revenue from External Customer [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 145.4 | 125.8 | 144.3 |
SBM | |||
Revenue from External Customer [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 411.6 | 384.3 | 434.4 |
SBM | Building Envelope | |||
Revenue from External Customer [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 178.2 | 206.3 | 246.3 |
SBM | Specialty Construction Products | |||
Revenue from External Customer [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 150 | 104.2 | 106.9 |
SBM | Residential Building Products | |||
Revenue from External Customer [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | $ 83.4 | $ 73.8 | $ 81.2 |
SEGMENTS - Geographic Area Data
SEGMENTS - Geographic Area Data (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | $ 970.1 | $ 903.2 | $ 1,013.5 |
Properties and equipment, net | 213.2 | 225.6 | |
Goodwill, Intangibles and Other Assets | 371.8 | 400.3 | |
Total North America | |||
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 519.6 | 502.5 | 537.4 |
Properties and equipment, net | 141.9 | 148.4 | |
Goodwill, Intangibles and Other Assets | 104.5 | 110.9 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 487.5 | 474 | 505 |
Properties and equipment, net | 138.5 | 145.4 | |
Goodwill, Intangibles and Other Assets | 93.9 | 100.1 | |
Canada and other | |||
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 32.1 | 28.5 | 32.4 |
Properties and equipment, net | 3.4 | 3 | |
Goodwill, Intangibles and Other Assets | 10.6 | 10.8 | |
Europe Middle East Africa (“EMEA”) | |||
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 195.8 | 172.6 | 193.5 |
Properties and equipment, net | 22.8 | 25.5 | |
Goodwill, Intangibles and Other Assets | 212.4 | 220.5 | |
Asia Pacific | |||
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 191.9 | 180.8 | 222.5 |
Properties and equipment, net | 41.8 | 45.4 | |
Goodwill, Intangibles and Other Assets | 28 | 33.7 | |
Latin America | |||
Segment Reporting Information [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 62.8 | 47.3 | $ 60.1 |
Properties and equipment, net | 6.7 | 6.3 | |
Goodwill, Intangibles and Other Assets | $ 26.9 | $ 35.2 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Long-lived Assets | Geographic Concentration Risk | United Kingdom | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 20.00% | 20.00% |
PROPOSED MERGER - Narrative (De
PROPOSED MERGER - Narrative (Details) - Merger Agreement With Saint-Gobain $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Business acquisition, share price (in usd per share) | $ / shares | $ 32 |
Retention bonus payable | $ 12 |
Retention bonus payable, expected period | 1 year |
Retention bonus payable, expected percentage | 50.00% |
Retention bonus payable, remaining percentage | 50.00% |
Maximum termination fee | $ 71 |
DISPOSALS - Narrative (Details)
DISPOSALS - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Current liabilities held for sale | $ 2.6 | $ 0 | |||
Disposal Group, Held-for-sale, Not Discontinued Operations | Product Line, SBM Segment | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Assets held for sale | $ 19.4 | ||||
Loss on sale of product line | 0.8 | ||||
Disposal group, including discontinued operation, intangible assets | 12.4 | ||||
Disposal group, goodwill | 3.2 | ||||
Disposal group, including discontinued operation, inventory | 3.1 | ||||
Disposal group, including discontinued operation, accounts, notes and loans receivable, net | 2.5 | ||||
Disposal group, including discontinued operation, property, plant and equipment | 1.2 | ||||
Current liabilities held for sale | $ 2.6 | ||||
Discontinued Operations, Disposed of by Sale | Darex Packaging Technologies Business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration received/receivable for disposal | $ 1,100 | ||||
After-tax gain on sale | $ 7.2 | ||||
Tax expense on gain | $ 2.4 | ||||
Indemnification payable | $ 0 | $ 0.6 |
DISPOSALS - Reconciliation of G
DISPOSALS - Reconciliation of Gain on Sale (Details) - Darex Packaging Technologies Business - Discontinued Operations, Disposed of by Sale $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net proceeds included in gain | $ 12.7 |
Net assets derecognized | (3.1) |
Gain recognized before income taxes | 9.6 |
Tax effect of gain recognized | (2.4) |
Gain recognized after income taxes | $ 7.2 |
DISPOSALS - Income (Loss) From
DISPOSALS - Income (Loss) From Discontinued Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
(Loss) income from discontinued operations, net of income taxes | $ (0.3) | $ (0.3) | $ 5.7 |
Darex Packaging Technologies Business | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Selling, general and administrative expenses | 0.3 | 0.4 | 1.6 |
Restructuring and repositioning expenses | 0 | (0.1) | 0.3 |
Gain on sale of business | 0 | 0 | (9.6) |
Other expenses, net | 0 | 0.1 | 0.1 |
(Loss) income from discontinued operations before income taxes | (0.3) | (0.4) | 7.6 |
Benefit (provision) for income taxes | 0 | 0.1 | (1.9) |
(Loss) income from discontinued operations, net of income taxes | $ (0.3) | $ (0.3) | $ 5.7 |
SCHEDULE II_VALUATION AND QUA_2
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowances for notes and accounts receivable | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 7 | $ 7.5 | $ 5.8 |
Additions charged to costs and expenses | 1.2 | 0.9 | 3.5 |
Deductions | (1.5) | (1.4) | (1.7) |
Other, net | (0.3) | 0 | (0.1) |
Balance at end of period | 6.4 | 7 | 7.5 |
Inventory obsolescence reserve | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 5.1 | 3.8 | 2.7 |
Additions charged to costs and expenses | 6.6 | 5.8 | 5.5 |
Deductions | (6.8) | (4.5) | (4.4) |
Other, net | 0 | 0 | 0 |
Balance at end of period | 4.9 | 5.1 | 3.8 |
Valuation allowance for deferred tax assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 16.3 | 17.2 | 18.5 |
Additions charged to costs and expenses | 1.8 | 1.6 | 2.3 |
Deductions | (4.6) | (0.5) | (1.3) |
Other, net | (0.7) | (2) | (2.3) |
Balance at end of period | $ 12.8 | $ 16.3 | $ 17.2 |