Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 31, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GARDNER DENVER HOLDINGS, INC. | ||
Entity Central Index Key | 1,699,150 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 1,026.4 | ||
Entity Common Stock, Shares Outstanding | 196,315,518 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||
Revenues | $ 2,375.4 | $ 1,939.4 | $ 2,126.9 |
Cost of sales | 1,477.5 | 1,222.7 | 1,347.8 |
Gross Profit | 897.9 | 716.7 | 779.1 |
Selling and administrative expenses | 446.6 | 414.3 | 427 |
Amortization of intangible assets | 118.9 | 124.2 | 115.4 |
Impairment of goodwill | 0 | 0 | 343.3 |
Impairment of other intangible assets | 1.6 | 25.3 | 78.1 |
Other operating expense, net | 222.1 | 48.6 | 20.7 |
Operating Income (Loss) | 108.7 | 104.3 | (205.4) |
Interest expense | 140.7 | 170.3 | 162.9 |
Loss on extinguishment of debt | 84.5 | 0 | 0 |
Other income, net | (3.8) | (2.8) | (1.6) |
Loss Before Income Taxes | (112.7) | (63.2) | (366.7) |
Benefit for income taxes | (131.2) | (31.9) | (14.7) |
Net Income (Loss) | 18.5 | (31.3) | (352) |
Less: Net income (loss) attributable to noncontrolling interests | 0.1 | 5.3 | (0.8) |
Net Income (Loss) Attributable to Gardner Denver Holdings, Inc. | $ 18.4 | $ (36.6) | $ (351.2) |
Basic earnings (loss) per share (in dollars per share) | $ 0.10 | $ (0.25) | $ (2.35) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.10 | $ (0.25) | $ (2.35) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Comprehensive Income (Loss) Attributable to Gardner Denver Holdings, Inc. | |||||
Net income (loss) attributable to Gardner Denver Holdings, Inc. | $ 18.4 | $ (36.6) | $ (351.2) | ||
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustments, net | 157.6 | (76.2) | (136.3) | ||
Foreign currency (losses) gains, net | (51.6) | 13.6 | 32.6 | ||
Unrecognized gains (losses) on cash flow hedges, net | 12.4 | (0.9) | (15.9) | ||
Pension and other postretirement prior service cost and gain or loss, net | 24.2 | (13.3) | (10.7) | ||
Other comprehensive income (loss), net of tax | 142.6 | [1] | (76.8) | [1] | (130.3) |
Comprehensive income (loss) attributable to Gardner Denver Holdings, Inc. | 161 | (113.4) | (481.5) | ||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | |||||
Net income (loss) attributable to noncontrolling interests | 0.1 | 5.3 | (0.8) | ||
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustments, net | 0 | 1.4 | (2) | ||
Other comprehensive income (loss), net of tax | 0 | 1.4 | (2) | ||
Comprehensive income (loss) attributable to Noncontrolling interests | 0.1 | 6.7 | (2.8) | ||
Total Comprehensive Income (Loss) | $ 161.1 | $ (106.7) | $ (484.3) | ||
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 393.3 | $ 255.8 |
Accounts receivable, net of allowance for doubtful accounts of $18.7 and $18.7, respectively | 536.3 | 441.6 |
Inventories | 494.5 | 443.9 |
Other current assets | 39.5 | 47.2 |
Total current assets | 1,463.6 | 1,188.5 |
Property, plant and equipment, net of accumulated depreciation of $203.8 and $146.1, respectively | 363.2 | 358.4 |
Goodwill | 1,227.6 | 1,154.7 |
Other intangible assets, net | 1,431.2 | 1,469.9 |
Deferred tax assets | 1 | 1.4 |
Other assets | 134.6 | 143.1 |
Total assets | 4,621.2 | 4,316 |
Current liabilities: | ||
Short-term borrowings and current maturities of long-term debt | 20.9 | 24.5 |
Accounts payable | 269.7 | 214.9 |
Accrued liabilities | 271.2 | 258.5 |
Total current liabilities | 561.8 | 497.9 |
Long-term debt, less current maturities | 2,019.3 | 2,753.8 |
Pensions and other postretirement benefits | 99.8 | 122.7 |
Deferred income taxes | 237.5 | 487.6 |
Other liabilities | 226 | 182.2 |
Total liabilities | 3,144.4 | 4,044.2 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 198,377,237 and 150,552,360 shares issued at December 31, 2017 and December 31, 2016, respectively | 2 | 1.5 |
Capital in excess of par value | 2,275.4 | 1,222.4 |
Accumulated deficit | (577.8) | (596.2) |
Accumulated other comprehensive loss | (199.8) | (342.4) |
Treasury stock at cost; 2,159,266 and 1,897,454 shares at December 31, 2017 and 2016, respectively | (23) | (19.4) |
Total Gardner Denver Holdings, Inc. stockholders' equity | 1,476.8 | 265.9 |
Noncontrolling interests | 0 | 5.9 |
Total stockholders' equity | 1,476.8 | 271.8 |
Total liabilities and stockholders' equity | $ 4,621.2 | $ 4,316 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 18.7 | $ 18.7 |
Property, plant and equipment, accumulated depreciation | $ 203.8 | $ 146.1 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 198,377,237 | 150,552,360 |
Treasury stock (in shares) | 2,159,266 | 1,897,454 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Common Stock [Member] | Capital in Excess of Par Value [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Gardner Denver Holdings, Inc. Stockholders' Equity [Member] | Noncontrolling Interests [Member] | Total |
Balance at beginning of period at Dec. 31, 2014 | $ 1.5 | $ 1,215 | $ (208.4) | $ (135.3) | $ (3.2) | $ 19 | ||
Balance at beginning of period (in shares) at Dec. 31, 2014 | 149.9 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued for initial public offering (in shares) | 0 | |||||||
Common stock issued for initial public offering, net of underwriting discounts and commissions | $ 0 | 0 | ||||||
Common stock issued to employees for deferred stock units (in shares) | 0 | |||||||
Costs related to initial public offering | 0 | |||||||
Stock-based compensation | 0 | |||||||
Exercise of stock options | $ 0 | 0 | ||||||
Exercise of stock options (in shares) | 0 | |||||||
Purchase of noncontrolling interest | 0 | 0 | ||||||
Common stock issued for management | 4.2 | |||||||
Common stock issued for management (in shares) | 0.4 | |||||||
Net income (loss) | (351.2) | (0.8) | $ (352) | |||||
Dividends to minority stockholders | (0.9) | |||||||
Transfer of noncontrolling interest AOCI to consolidated AOCI | (2) | |||||||
Foreign currency translation adjustments, net | (136.3) | (136.3) | ||||||
Foreign currency (losses) gains, net | 32.6 | 32.6 | ||||||
Unrecognized gains (losses) on cash flow hedges, net | (15.9) | (15.9) | ||||||
Pension and other postretirement prior service cost and gain or loss, net | (10.7) | (10.7) | ||||||
Purchases of treasury stock | (2.1) | |||||||
Correction of purchase accounting allocation | 0 | |||||||
Balance at end of period at Dec. 31, 2015 | $ 1.5 | 1,219.2 | (559.6) | (265.6) | (5.3) | $ 390.2 | 15.3 | 405.5 |
Balance at end of period (in shares) at Dec. 31, 2015 | 150.3 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued for initial public offering (in shares) | 0 | |||||||
Common stock issued for initial public offering, net of underwriting discounts and commissions | $ 0 | 0 | ||||||
Common stock issued to employees for deferred stock units (in shares) | 0 | |||||||
Costs related to initial public offering | 0 | |||||||
Stock-based compensation | 0 | |||||||
Exercise of stock options | $ 0 | 0 | ||||||
Exercise of stock options (in shares) | 0 | |||||||
Purchase of noncontrolling interest | 0 | 0 | ||||||
Common stock issued for management | 3.2 | |||||||
Common stock issued for management (in shares) | 0.3 | |||||||
Net income (loss) | (36.6) | 5.3 | (31.3) | |||||
Dividends to minority stockholders | (0.9) | |||||||
Transfer of noncontrolling interest AOCI to consolidated AOCI | 1.4 | |||||||
Foreign currency translation adjustments, net | (76.2) | (76.2) | ||||||
Foreign currency (losses) gains, net | 13.6 | 13.6 | ||||||
Unrecognized gains (losses) on cash flow hedges, net | (0.9) | (0.9) | ||||||
Pension and other postretirement prior service cost and gain or loss, net | (13.3) | (13.3) | ||||||
Purchases of treasury stock | (14.1) | |||||||
Correction of purchase accounting allocation | (15.2) | (15.3) | ||||||
Balance at end of period at Dec. 31, 2016 | $ 1.5 | 1,222.4 | (596.2) | (342.4) | (19.4) | 265.9 | 5.9 | 271.8 |
Balance at end of period (in shares) at Dec. 31, 2016 | 150.6 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued for initial public offering (in shares) | 47.5 | |||||||
Common stock issued for initial public offering, net of underwriting discounts and commissions | $ 0.5 | 897.2 | ||||||
Common stock issued to employees for deferred stock units (in shares) | 0.2 | |||||||
Costs related to initial public offering | (4.6) | |||||||
Stock-based compensation | 157.3 | |||||||
Exercise of stock options | $ 0 | 0.7 | ||||||
Exercise of stock options (in shares) | 0.1 | |||||||
Purchase of noncontrolling interest | 2.4 | (7.6) | ||||||
Common stock issued for management | 0 | |||||||
Common stock issued for management (in shares) | 0 | |||||||
Net income (loss) | 18.4 | 0.1 | 18.5 | |||||
Dividends to minority stockholders | 0 | |||||||
Transfer of noncontrolling interest AOCI to consolidated AOCI | 1.6 | |||||||
Foreign currency translation adjustments, net | 157.6 | 157.6 | ||||||
Foreign currency (losses) gains, net | (51.6) | (51.6) | ||||||
Unrecognized gains (losses) on cash flow hedges, net | 12.4 | 12.4 | ||||||
Pension and other postretirement prior service cost and gain or loss, net | 24.2 | 24.2 | ||||||
Purchases of treasury stock | (3.6) | |||||||
Correction of purchase accounting allocation | 0 | |||||||
Balance at end of period at Dec. 31, 2017 | $ 2 | $ 2,275.4 | $ (577.8) | $ (199.8) | $ (23) | $ 1,476.8 | $ 0 | $ 1,476.8 |
Balance at end of period (in shares) at Dec. 31, 2017 | 198.4 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows From Operating Activities: | |||
Net income (loss) | $ 18.5 | $ (31.3) | $ (352) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Amortization of intangible assets | 118.9 | 124.2 | 115.4 |
Depreciation in cost of sales | 46.6 | 41.1 | 39.6 |
Depreciation in selling and administrative expenses | 8.3 | 7.4 | 8 |
Impairment of goodwill and other intangible assets | 1.6 | 25.3 | 421.4 |
Stock-based compensation expense | 175 | 0 | 0 |
Foreign currency transaction losses (gains), net | 9.3 | (5.9) | 1.1 |
Net loss (gain) on asset dispositions | 0.8 | 0.1 | (4.5) |
Loss on extinguishment of debt | 84.5 | 0 | 0 |
Non-cash change in LIFO reserve | 2.6 | (2.2) | (2) |
Deferred income taxes | (249) | (84.4) | (63.5) |
Changes in assets and liabilities: | |||
Receivables | (65.7) | (48.8) | 83.9 |
Inventories | (22.7) | 23.5 | (27.8) |
Accounts payable | 39.9 | 58.1 | (46.8) |
Accrued liabilities | (24.8) | 21.2 | 30.7 |
Other assets and liabilities, net | 56.7 | 37.3 | (31.4) |
Net cash provided by operating activities | 200.5 | 165.6 | 172.1 |
Cash Flows From Investing Activities: | |||
Capital expenditures | (56.8) | (74.4) | (71) |
Net cash paid in business combinations | (18.8) | (18.8) | (26.2) |
Net cash received in business divestitures | 0 | 4.9 | 0 |
Proceeds from the termination of derivatives | 6.2 | 0 | 0 |
Disposals of property, plant and equipment | 8.6 | 6.2 | 13.2 |
Net cash used in investing activities | (60.8) | (82.1) | (84) |
Cash Flows From Financing Activities: | |||
Principal payments on short-term borrowings | 0 | 0 | (7.2) |
Proceeds from short-term borrowings | 0 | 0 | 0.5 |
Principal payments on long-term debt | (2,879.3) | (26.5) | (73.6) |
Premium paid on extinguishment of senior notes | (29.7) | 0 | 0 |
Proceeds from long-term debt | 2,010.7 | 1 | 47.1 |
Proceeds from the issuance of common stock, net of share issuance costs | 893.6 | 3.3 | 4.2 |
Purchases of treasury stock | (3.6) | (14.1) | (2.1) |
Payments of contingent consideration | 0 | (4.7) | (3) |
Payments of debt issuance costs | (4.1) | (1.1) | 0 |
Purchase of shares from noncontrolling interests | (5.2) | 0 | 0 |
Other | 0.2 | (0.9) | (0.9) |
Net cash used in financing activities | (17.4) | (43) | (35) |
Effect of exchange rate changes on cash and cash equivalents | 15.2 | (13) | (9) |
Increase in cash and cash equivalents | 137.5 | 27.5 | 44.1 |
Cash and cash equivalents, beginning of year | 255.8 | 228.3 | 184.2 |
Cash and cash equivalents, end of year | 393.3 | 255.8 | 228.3 |
Supplemental Cash Flow Information | |||
Cash paid for income taxes | 55.5 | 35.5 | 53.8 |
Cash paid for interest | 142.5 | 153.9 | 144.6 |
Capital expenditures in accounts payable | 6.5 | 7.2 | 2.1 |
Property and equipment acquired under capital leases | $ 7.8 | $ 7.7 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1: Summary of Significant Accounting Policies Overview and Basis of Presentation Gardner Denver Holdings, Inc. is a holding company whose operating subsidiaries are Gardner Denver, Inc. (“GDI”) and certain of GDI’s subsidiaries. GDI is a diversified, global manufacturer of highly engineered, application-critical flow control products and provider of related aftermarket parts and services. The accompanying consolidated financial statements include the accounts of Gardner Denver Holdings, Inc. and its majority-owned subsidiaries (collectively referred to herein as “Gardner Denver” or the “Company”). The Company’s initial public offering of shares of common stock was completed in May 2017. In connection with the offering, the Company sold a total of 47,495,000 shares of common stock for cash consideration of $20.00 per share ($18.90 per share net of underwriting discounts) and received proceeds of $949.9 million. Expenses for underwriting discounts and commissions related to this offering totaled approximately $52.2 million, resulting in net proceeds of $897.7 million. Additional expenses directly related to the initial public offering of $4.6 million were incurred and recorded as a reduction to the “Capital in excess of par value” line in the Consolidated Balance Sheets. On November 15, 2017, the Company completed a secondary offering for a total of 25,300,000 shares of common stock held by affiliates of Kohlberg Kravis Roberts & Co. L.P (collectively, the “Selling Stockholders”), including 3,300,000 shares sold pursuant to the over-allotment option granted to underwriters. The public offering price for this secondary offering was $27.25 per share, before deducting underwriting discounts and commissions. The 3,300,000 shares issued and sold by selling stockholders pursuant to the over-allotment option granted to the underwriters was exercised concurrently with the closing of the secondary offering. The Company did not sell any shares of Common Stock in the public offering and did not receive any proceeds. After the completion of the initial public offering and the secondary offering, affiliates of Kohlberg Kravis Roberts & Co. L.P. continue to control a majority of the voting power of the Company’s common stock. As a result, the Company is considered a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). Principles of Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company regularly evaluates the estimates and assumptions related to the allowance for doubtful accounts, inventory valuation, warranty reserves, fair value of stock-based awards, goodwill, intangible asset, and long-lived asset valuations, employee benefit plan liabilities, income tax liabilities and deferred tax assets and related valuation allowances, uncertain tax positions, restructuring reserves, and litigation and other loss contingencies. Actual results could differ materially and adversely from those estimates and assumptions, and such results could affect the Company’s consolidated net income, financial position, or cash flows. Foreign Currency Translation Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is not the U.S. Dollar (“USD”), are translated at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average rates prevailing during the year. Adjustments resulting from the translation of the assets and liabilities of foreign operations into USD are excluded from the determination of net income (loss), and are reported in accumulated other comprehensive (loss) income, a separate component of stockholders’ equity, and included as a component of other comprehensive (loss) income. Assets and liabilities of subsidiaries that are denominated in currencies other than the subsidiaries’ functional currency are remeasured into the functional currency using end of period exchange rates, or historical rates for certain balances, where applicable. Gains and losses related to these remeasurements are recorded within the Consolidated Statements of Operations as a component of “Other operating expense, net.” Revenue Recognition The Company recognizes revenue from the sale of products and services to end customers and distributors under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 605, Revenue Recognition Service revenue is recognized when services are performed and collection is reasonably assured. For maintenance and extended warranty arrangements with customers, revenue is recognized on a straight-line basis over the life of the contract, unless sufficient historical evidence indicates that the cost of providing these services is incurred on an other than straight-line basis. Service revenue represents less than 10% of consolidated revenue. Cost of Sales Cost of sales includes the costs the Company incurs, including purchased materials, labor and overhead related to manufactured products and aftermarket parts sold during a period. Depreciation related to manufacturing equipment and facilities is included in cost of sales. Purchased materials represents the majority of cost of sales, with steel, aluminum, copper and partially finished castings representing the most significant materials inputs. Cost of sales for services includes the direct costs the Company incurs including direct labor, parts and other overhead costs including depreciation of equipment and facilities used to deliver repair, maintenance, and other field services activities to the Company’s customers. Selling and Administrative Expenses Selling and administrative expenses consist of (i) employee related salary, benefits and other expenses for selling, administrative functions and other activities not associated with the manufacture of products or delivery of services to customers; (ii) the costs of marketing and direct costs of selling products and services to customers including internal and external sales commissions; (iii) facilities costs including office rent, maintenance, depreciation, and insurance for selling and administrative activities; (iv) research and development expenditures; (v) professional and consultant fees; and (vi) sponsor fees and expenses; (vii) expenses related to our public stock offerings and to establish public company reporting compliance; and (viii) other miscellaneous expenses. Cash and Cash Equivalents Cash and cash equivalents are highly liquid investments primarily consisting of demand deposits and have original maturities of three months or less. Accordingly, the carrying amount of such instruments is considered a reasonable estimate of fair value. As of December 31, 2017 and 2016, cash of $4.4 million and $2.6 million, respectively, was pledged to financial institutions as collateral to support the issuance of standby letters of credit and similar instruments on behalf of the Company. Accounts Receivable Trade accounts receivable consist of amounts owed for products shipped to or services performed for customers. Reviews of customers’ creditworthiness are performed prior to order acceptance or order shipment. Trade accounts receivable are recorded at net realizable value. This value includes an appropriate allowance for doubtful accounts for estimated losses that may result from the Company’s inability to fully collect amounts due from its customers. The allowance is determined based on a combination of factors, including the length of time that the trade receivables are past due, history of write-offs, and the Company’s knowledge of circumstances relating to specific customers’ ability to meet their financial obligations. Inventories Inventories, which consist primarily of raw materials and finished goods, are carried at the lower of cost or net realizable value. Fixed manufacturing overhead is allocated to the cost of inventory based on the normal capacity of production facilities. Unallocated overhead during periods of abnormally low production levels is recognized as cost of sales in the period in which it is incurred. Property, Plant, and Equipment Property, plant, and equipment includes the historical cost of land, buildings, equipment, and significant improvements to existing plant and equipment or in the case of acquisitions, a fair market value appraisal of such assets completed at the time of acquisition. Repair and maintenance costs that do not extend the useful life of an asset are recorded as an expense as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are generally as follows: buildings — 10 to 50 years; machinery and equipment — 7 to 15 years; office furniture and equipment — 3 to 10 years; and tooling, dies, patterns, etc. — 3 to 7 years. Goodwill and Indefinite-Lived Intangible Assets Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired, liabilities assumed, and non-controlling interests, if any. Intangible assets, including goodwill, are assigned to the Company’s reporting units based upon their fair value at the time of acquisition. Goodwill and indefinite-lived intangibles such as trademarks are not subject to amortization but are assessed for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired or that there is a probable reduction in the fair value of a reporting unit below its aggregate carrying value. The Company tests goodwill for impairment annually in the fourth quarter of each year using data as of October 1 of that year. Upon adoption of ASU 2017-04, the impairment test consists of comparing the fair value of the reporting unit to the carrying value of the reporting unit. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; provided, the loss recognized cannot exceed the total amount of goodwill allocated to the reporting unit. If applicable, we consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The Company determined fair values for each of the reporting units using a combination of the income and market multiple approaches which are weighted 75% and 25%, respectively. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for each reporting unit. Actual results may differ from those assumed in the Company’s forecasts. The Company derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the cost of equity financing. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in its internally developed forecasts. Under the market approach, the Company applies performance multiples from comparable public companies, adjusted for relative risk, profitability, and growth considerations, to the reporting units to estimate fair value. The Company tests intangible assets with indefinite lives annually for impairment using a relief from royalty discounted cash flow fair value model. The quantitative impairment test for indefinite-lived intangible assets involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The relief from royalty method requires the Company to estimate forecasted revenues and determine appropriate discount rates, royalty rates, and terminal growth rates. See Note 8 “Goodwill and Other Intangible Assets” for additional information related to impairment testing for goodwill and other intangible assets. Long-Lived Assets Including Intangible Assets With Finite Useful Lives Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which vary depending on the type of intangible assets. The estimated useful lives are as follows: customer lists and relationships — 12-13 years, acquired technology — 12, 15, or 25 years, certain trademarks — 10 years, and other intangibles —predominately 5 years. The Company reviews long-lived assets, including identified intangible assets with finite useful lives and subject to amortization for impairment, whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the related long-lived assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the assets exceeds their fair value and the impaired assets are written down to their fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Assets to be disposed are reported at the lower of the carrying amount or fair value, less costs to dispose. Warranty Reserves Most of the Company’s product sales are covered by warranty provisions that generally provide for the repair or replacement of qualifying defective items for a specified period after the time of sale, typically 12 months. The Company establishes reserves for estimated product warranty costs at the time revenue is recognized based upon historical warranty experience and additionally for any known product warranty issues. The Company’s warranty obligation has been and may in the future be affected by product failure rates, repair or field replacement costs, and additional development costs incurred in correcting any product failure. Stock-Based Compensation Stock-based compensation is measured for all stock-based equity awards made to employees and non-employee directors based on the estimated fair value as of the grant date. The determination of the fair values of stock-based awards at the grant date requires judgment, including estimating the expected term of the relevant stock-based payment awards, and the expected volatility of the Company’s stock. The fair value of each See Note 15 “Stock-Based Compensation Plans” for additional information regarding the Company’s equity compensation plans. Pension and Other Postretirement Benefits The Company sponsors a number of pension plans and other postretirement benefit plans worldwide. The calculation of the pension and other postretirement benefit obligations and net periodic benefit cost under these plans requires the use of actuarial valuation methods and assumptions. These assumptions include the discount rates used to value the projected benefit obligations, future rate of compensation increases, expected rates of return on plan assets and expected healthcare cost trend rates. The discount rates selected to measure the present value of the Company’s benefit obligations as of December 31, 2017 and 2016 were derived by examining the rates of high-quality, fixed income securities whose cash flows or duration match the timing and amount of expected benefit payments under the plans. In accordance with GAAP, actual results that differ from the Company’s assumptions are recorded in accumulated other comprehensive income (loss) and amortized through net periodic benefit cost over future periods. While management believes that the assumptions are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension and other postretirement benefit obligations and future net periodic benefit cost. See Note 11 “Benefit Plans” for disclosures related to Gardner Denver’s benefit plans, including quantitative disclosures reflecting the impact that changes in certain assumptions would have on service and interest costs and benefit obligations. Income Taxes The Company has determined income tax expense and other deferred income tax information based on the asset and liability method. Deferred income taxes are provided on temporary differences between assets and liabilities for financial and tax reporting purposes as measured by enacted tax rates expected to apply when temporary differences are settled or realized. A valuation allowance is established for the portion of deferred tax assets for which it is not more likely than not that a tax benefit will be realized. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. The Company believes that its income tax liabilities, including related interest, are adequate in relation to the potential for additional tax assessments. There is a risk, however, that the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in income tax expense and, therefore, could have a material impact on the Company’s tax provision, net income, and cash flows. The Company reviews its liabilities quarterly, and may adjust such liabilities due to proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations or new case law, negotiations between tax authorities of different countries concerning transfer prices, the resolution of audits, or the expiration of statutes of limitations. Adjustments are most likely to occur in the year during which major audits are closed. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affected 2017, including, but not limited to, (1) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years, (2) bonus depreciation that will allow for full expensing of qualified property, and (3) a change in US deferred tax assets and liabilities relating to the US tax rate reduction from 35% to 21%. The Tax Act also establishes new tax laws that will affect 2018, including, but not limited to, (1) reduction of the U.S. federal corporate tax rate; (2) elimination of the corporate alternative minimum tax (“AMT”); (3) the creation of the base erosion anti-abuse tax (“BEAT”), a new minimum tax; (4) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (5) a new provision designed to tax global intangible low-taxed income (“GILTI”), which allows for the possibility of using foreign tax credits (“FTC”) and a deduction of up to 50% to offset the income tax liability (subject to some limitations); (6) a new limitation on deductible interest expense; (7) the repeal of the domestic production activity deduction; (8) limitations on the deductibility of certain executive compensation; (9) limitations on the use of FTCs to reduce the U.S. income tax liability; and (10) limitations on net operating losses (“NOL”) generated after December 31, 2017, to 80% of taxable income. The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under FASB Accounting Standard Codification 740 (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. For various reasons we have not completed our accounting for the income tax effects of certain elements of the Tax Act. If we were able to make reasonable estimates of the effects of elements for which our analysis is not yet complete, we recorded provisional adjustments, as described above. If we were not yet able to make reasonable estimates of the impact of certain elements, we have not recorded any adjustments related to those elements and have continued accounting for them in accordance with ASC 740 on the basis of the tax laws in effect before the Tax Act. As we complete our accounting of the income tax effects of the Tax Act, we anticipate that we may record additional charges or benefits at such time as prescribed by ASC 740 and SAB 118, and as further information becomes available regarding the Tax Act, we may make further adjustments to the provisions that have been recorded in our financial statements. We also continue to examine the impact this tax reform legislation may have on our business. The Tax Act reduces the corporate tax rate to 21%, effective January 1, 2018. While we are able to make a reasonable estimate of the impact of the reduction in corporate rate, it may be affected by other analyses related to the Tax Act, including, but not limited to, our calculation of deemed repatriation of deferred foreign income and the state tax effect of adjustments made to federal temporary differences. The Deemed Repatriation Transition Tax (“Transition Tax”) is a tax on previously untaxed accumulated and current earnings and profits (“E&P”) of certain of our foreign subsidiaries. To determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, the amount of non-U.S. income taxes paid on such earnings, and the impact of the accumulated overall foreign source loss on our ability to utilize foreign tax credits. We are able to make a reasonable estimate of the Transition Tax and recorded a provisional Transition Tax obligation. However, we are continuing to gather additional information to more precisely compute the amount of the Transition Tax. Our accounting for the following elements of the Tax Act is incomplete, and we were not yet able to make reasonable estimates of the effects. Therefore, no provisional adjustments, other than the adjustment related to the effect of the transitional tax, were recorded related to ASC 740-30 (formerly Accounting Principles Board 23). The Tax Act creates a new requirement that certain income (i.e., GILTI) earned by controlled foreign corporations (“CFC”) must be included currently in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s “net CFC tested income” over the net deemed tangible income return, which is currently defined as the excess of (1) 10% of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. Because of the complexity of the new GILTI tax rules, we are continuing to evaluate this provision of the Tax Act and the application of ASC 740. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). Because whether we expect to have future U.S. inclusions in taxable income related to GILTI depends on not only our current structure and estimated future results of global operations but also our intent and ability to modify our structure and/or our business, we are not yet able to reasonably estimate the effect of this provision of the Tax Act. Due to these complexities, we have not been able to determine if our company policy concerning permanent reinvestment will change as a result of the new Tax Act. No additional adjustments relating to ASC 740-30 have been recorded in accordance with SAB 118 as we are not currently able to reasonably estimate the impact as of the filing of the December 31, 2017 financial statements. See Note 14 “Income Taxes” for additional information regarding the Company’s income taxes. Research and Development For the years ended December 31, 2017, 2016, and 2015, the Company spent approximately $26 million, $22 million, and $26 million, respectively, on research activities relating to the development of new products and new product applications. All such expenditures were funded by the Company and were expensed as incurred. Derivative Financial Instruments All derivative financial instruments are reported on the balance sheet at fair value. For derivative instruments that are not designated as hedges, any gain or loss on the derivatives is recognized in earnings in the Hedge accounting is discontinued prospectively when (1) it is determined that a derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item; (2) the derivative is sold, terminated, or exercised; (3) the hedged item no longer meets the definition of a firm commitment; or (4) it is unlikely that a forecasted transaction will occur within two months of the originally specified time period. When hedge accounting is discontinued because it is determined that the derivative no longer qualifies as an effective fair-value hedge, the derivative continues to be carried on the balance sheet at its fair value, and the changes in the fair value of the hedged asset or liability is recorded to the statement of operations. When cash flow hedge accounting is discontinued because the derivative is sold, terminated, or exercised, the net gain or loss remains in accumulated other comprehensive income and is reclassified into earnings in the same period that the hedged transaction affects earnings or until it becomes unlikely that a hedged forecasted transaction will occur within two months of the originally scheduled time period. When hedge accounting is discontinued because a hedged item no longer meets the definition of a firm commitment, the derivative continues to be carried on the balance sheet at its fair value, and any asset or liability that was recorded pursuant to recognition of the firm commitment is removed from the balance sheet and recognized as a gain or loss currently in earnings. When hedge accounting is discontinued because it is probable that a forecasted transaction will not occur within two months of the originally specified time period, the derivative continues to be carried on the balance sheet at its fair value, and gains and losses reported in accumulated other comprehensive income are recognized immediately in the statement of operations. Comprehensive Income (Loss) The Company’s comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), consisting of (i) unrealized foreign currency net gains and losses on the translation of the assets and liabilities of its foreign operations; (ii) realized and unrealized foreign currency gains and losses on intercompany notes of a long-term nature and hedges of net investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges (consisting of interest rate swaps), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. See Note 13 “Accumulated Other Comprehensive (Loss) Income.” Restructuring Charges The Company incurs costs in connection with the closure and consolidation of facilities and other actions. Such costs include employee termination benefits (one-time arrangements and benefits attributable to prior service), termination of contractual obligations, and other direct incremental costs. A liability is established through a charge to operations for (i) one-time employee termination benefits when management commits to a plan of termination; (ii) employee termination benefits that accumulate or vest based on prior service when it becomes probable that such termination benefits will be paid and the amount of the payment can be reasonably estimated; and (iii) contract termination costs when the contract is terminated or the Company becomes contractually obligated to make such payment. If an operating lease is not terminated, a liability is established when the Company completely ceases use of the leased property. Other direct incremental costs are charged to operations as incurred. Charges recorded in connection with restructuring plans are included in “Other operating expense, net” in the Consolidated Statements of Operations. Business Combinations The Company accounts for business combinations by applying the acquisition method. The Company’s consolidated financial statements include the operating results of acquired entities from the respective dates of acquisition. The Company recognizes and measures the identifiable assets acquired, liabilities assumed, and any non-controlling interest as of the acquisition date at fair value. The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired, liabilities assumed, and any non-controlling interest is recognized as goodwill in the Consolidated Balance Sheets. Costs incurred by the Company to effect a business combination other than costs related to the issuance of debt or equity securities are included in the Consolidated Statements of Operations in the period the costs are incurred. Earnings (Loss) per Share The calculation of earnings (loss) per share (“EPS”) is based on the weighted-average number of the Company’s shares outstanding for the applicable period. The calculation of diluted earnings (loss) per share reflects the effect of all dilutive potential shares that were outstanding during the respective periods, unless the effect of doing so is antidilutive. The Company uses the treasury stock method to calculate the effect of outstanding share-based compensation awards. |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2017 | |
New Accounting Standards [Abstract] | |
New Accounting Standards | Note 2: New Accounting Standards Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) . The amendments in this update will replace most of the existing GAAP revenue recognition guidance. The core principle of this ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and changes in judgments. The Company will adopt the ASU on January 1, 2018 using the modified retrospective approach and with the cumulative effect of initially applying the update recognized as an adjustment to the opening balance of “Accumulated deficit” on the Consolidated Balance Sheets. The Company has completed an evaluation of its revenue activities against the requirements of the ASU. During the evaluation, the Company identified certain contractual arrangements involving customer specific application engineering primarily in the Energy segment that will, in certain circumstances, meet the criteria for revenue recognition over time under the new standard. The contracts meeting this criteria are those with no alternative use and terms and conditions which specify the recovery of cost plus a reasonable margin for work performed to-date in the event of cancellation for convenience. Currently, revenue on these arrangements is recognized when each performance obligation is complete or substantially complete, provided all other revenue recognition criteria have been met. The Company has completed the process of updating its information systems to comply with the requirements of the ASU. Based upon our assessment of contracts in process as of December 31, 2017, the Company does not anticipate a material cumulative adjustment to opening “Accumulated deficit” on the Consolidated Balance Sheets as a result of adoption. Historically, a significant portion of the Energy segment project revenue has been recognized when projects ultimately ship in the Company’s fourth quarter. An effect of the adoption of the ASU will be to accelerate a portion of this revenue to earlier quarters for those contracts qualifying for revenue recognition over time. The magnitude of the effect in a given quarter will be dependent upon the number and magnitude of active highly engineered project contracts with terms and conditions which require revenue recognition over time. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Note 3: Business Combinations The Company acquired four businesses during the three years ended December 31, 2017. Proforma information regarding these acquisitions is not considered significant and has not been disclosed. Acquisition of LeROI Compressors On June 5, 2017, the Company acquired 100% of the stock of LeROI Compressors (“LeROI”), a leading North American manufacturer of gas compression equipment and solutions for vapor recovery, biogas and other process and industrial applications. The Company acquired all of the assets and assumed certain liabilities of LeROI for total cash consideration of $20.4 million, net of cash acquired. Included in the cash consideration is an indemnity holdback of $1.9 million recorded in “Accrued liabilities” and expected to be paid by the end of 2021. The revenues and operating income of LeROI are included in the Company’s consolidated financial statements from the acquisition date and are included in the Industrials segment. None of the goodwill resulting from this acquisition is deductible for tax purposes. Acquisition of the Non-Controlling Interest in Tamrotor Kompressorit Oy On March 3, 2017, the Company acquired the remaining 49% non-controlling interest of Tamrotor Kompressorit Oy (“Tamrotor”), a distributor of the Company’s Industrials segment air compression products. The Company acquired the remaining interest in Tamrotor for total cash consideration of $5.2 million, consisting entirely of payments to the former shareholders. Included in the cash consideration was a holdback of $0.5 million that was paid in the third quarter of 2017. This transaction resulted in an increase to “Capital in excess of par value” of $2.3 million and an increase to “Accumulated other comprehensive loss” of $1.5 million in the Consolidated Balance Sheets. Acquisition of ILS Innovative Laborsysteme GmbH and Zinsser Analytic GmbH On August 31, 2016, the Company acquired 100% of the stock of ILS Innovative Laborsysteme GmbH (“ILS”) and Zinsser Analytic GmbH (“Zinsser Analytic”). ILS is a leading manufacturer of highly specialized micro-syringes and valves that are used in liquid handling instruments and is a global supplier to the world’s leading laboratory equipment manufacturers, laboratories and laboratory consumables distributors. Zinsser Analytic is an established provider of customized automated liquid handling systems, and also offers consumables products including polyethylene that are used in diagnostic or clinical labs. The Company acquired all of the assets and assumed certain liabilities of ILS and Zinsser Analytic for approximately $18.8 million, net of cash acquired. The revenues and operating income of ILS and Zinsser Analytic are included in the Company’s consolidated financial statements from the acquisition date and are included in the Medical segment. None of the goodwill resulting from this acquisition is deductible for tax purposes. During the first quarter of 2017, an incremental working capital true-up payment was made for approximately $0.3 million. This amount is presented within “Net cash paid in business combinations” in the Consolidated Statements of Cash Flows. Acquisition of TriContinent Scientific, Inc. On April 30, 2015, the Company acquired 100% of the stock of TriContinent Scientific, Inc (“TriContinent”), a manufacturer of OEM precision syringe pumps and related technologies. This acquisition extended the customer offerings of Medical to include liquid handling systems for the medical diagnostics and biotechnology diagnostic and analytics industries. The Company acquired all of the assets and assumed certain liabilities of TriContinent for total consideration of $30.8 million. Total consideration is comprised of cash of $28.8 million and equity of $2.0 million. Included in the cash consideration was an indemnity holdback of $4.7 million that was paid in the fourth quarter of 2016. The operating results of TriContinent are included in the Company’s consolidated financial statements from the acquisition date and are included in the Medical segment. None of the goodwill resulting from this acquisition is deductible for tax purposes. Acquisition Revenues and Operating Income The revenue included in the financial statements for these acquisitions subsequent to their date of acquisition was $40.1 million, $19.4 million and $13.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. For the years ended December 31, 2017, 2016 and 2015, operating income included in the financial statements for the acquisitions described above, subsequent to their date of acquisition was $5.2 million, $2.8 million, and $2.4 million, respectively. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring [Abstract] | |
Restructuring | Note 4: Restructuring Industrials Restructuring Program During the second quarter of 2016, the Company revised and expanded the restructuring program in the Industrials segment (“Industrials restructuring program”) announced in the third quarter of 2014. The revised program maintains the focus on rationalizing the European manufacturing footprint of the Industrials segment, including the consolidation of manufacturing and distribution operations in Europe and the relocation of certain production to China. The revised program also included employee and other actions designed to reduce selling, administrative, and other expenses. The Company expects to generate significant cost savings from these efforts. The Industrials restructuring program has been substantially completed and through December 31, 2017, $38.5 million has been charged to expense through “Other operating expense, net” in the Consolidated Statements of Operations. The Company does not anticipate any material future expense related to the Industrials restructuring program, any remaining liabilities will be paid as contractually obligated. In the second quarter of 2016, a $1.5 million charge was made for the impairment of a trademark that was discontinued and was included in “Impairment of other intangible assets” in the Consolidated Statements of Operations. Energy Restructuring Program In the fourth quarter of 2016, the Company committed to a restructuring program in the Energy segment (“Energy restructuring program”) to rationalize manufacturing facilities and to otherwise reduce operating costs. Actions included employee reductions primarily in North America, Europe and China and the closure of a production facility in North America. The Company expects to generate significant cost savings from these actions. The Energy restructuring program has been substantially completed and through December 31, 2017, $6.3 million has been charged to expense through “Other operating expense, net” in the Consolidated Statements of Operations. The Company does not anticipate any material future expense related to the Energy restructuring program, any remaining liabilities will be paid as contractually obligated. Medical Restructuring Program In the fourth quarter of 2016, the Company committed to a restructuring program in the Medical segment (“Medical restructuring program”) to rationalize manufacturing facilities and to otherwise reduce operating costs. Actions included employee reductions primarily in North America, Europe, and China and the closure of a production facility in North America. The Company expects to generate significant cost savings from these actions. The Medical restructuring program has been substantially completed and through December 31, 2017, $3.2 million has been charged to expense through “Other operating expense, net” in the Consolidated Statements of Operations. The Company does not anticipate any material future expense related to the Medical restructuring program, any remaining liabilities will be paid as contractually obligated. The following table summarizes the activity associated with the Company’s restructuring programs by segment for the years ended December 31, 2017, 2016 and 2015, respectively. Industrials Program Energy Program Medical Program Total Balance at December 31, 2014 $ 2.5 $ - $ - $ 2.5 Charged to expense - termination benefits 3.8 - - 3.8 Charged to expense - other 0.9 - - 0.9 Payments (5.1 ) - - (5.1 ) Other, net (0.1 ) - - (0.1 ) Balance at December 31, 2015 $ 2.0 $ - $ - $ 2.0 Charged to expense - termination benefits 21.0 4.9 4.2 30.1 Charged to expense - other 2.0 0.8 - 2.8 Payments (13.3 ) (0.3 ) - (13.6 ) Other, net (0.6 ) 0.2 - (0.4 ) Balance at December 31, 2016 $ 11.1 $ 5.6 $ 4.2 $ 20.9 Charged to expense - termination benefits 3.6 (0.1 ) (1.1 ) 2.4 Charged to expense - other 2.1 0.7 0.1 2.9 Payments (13.2 ) (4.9 ) (2.5 ) (20.6 ) Other, net 0.7 - 0.4 1.1 Balance at December 31, 2017 $ 4.3 $ 1.3 $ 1.1 $ 6.7 As of December 31, 2017, restructuring reserves of $6.5 million were included in “Accrued liabilities” and restructuring reserves of $0.2 million were included in “Other liabilities” in the Consolidated Balance Sheets. As of December 31, 2016, restructuring reserves of $20.2 million were included in “Accrued liabilities” and restructuring reserves of $0.7 million were included in “Other liabilities” in the Consolidated Balance Sheets. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Allowance for Doubtful Accounts [Abstract] | |
Allowance for Doubtful Accounts | Note 5: Allowance for Doubtful Accounts The allowance for doubtful trade accounts receivable for the years ended December 31, 2017, 2016 and 2015 consisted of the following. 2017 2016 2015 Balance at beginning of the period $ 18.7 $ 19.3 $ 16.8 Provision charged to expense 3.5 2.7 5.7 Write-offs, net of recoveries (4.8 ) (2.4 ) (2.0 ) Charged to other accounts (1) 1.3 (0.9 ) (1.2 ) Balance at end of the period $ 18.7 $ 18.7 $ 19.3 (1) Primarily includes the effect of foreign currency translation adjustments for the Company's subsidiaries with functional currencies other than the USD. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventories [Abstract] | |
Inventories | Note 6: Inventories Inventories as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Raw materials, including parts and subassemblies $ 362.6 $ 312.9 Work-in-process 57.9 45.3 Finished goods 60.6 69.8 481.1 428.0 Excess of LIFO costs over FIFO costs 13.4 15.9 Inventories $ 494.5 $ 443.9 As of December 31, 2017, $366.9 million (74%) of the Company’s inventory is accounted for on a first-in, first-out (“FIFO”) basis and the remaining $127.6 million (26%) is accounted for on a last-in, first-out (“LIFO”) basis. As of December 31, 2016, $322.9 million (73%) of the Company’s inventory is accounted for on a FIFO basis and the remaining $121.0 million (27%) is accounted for on a LIFO basis. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant, and Equipment [Abstract] | |
Property, Plant, and Equipment | Note 7: Property, Plant, and Equipment Property, plant, and equipment, net as of December 31, 2017 and 2016 consisted of the following. 2017 2016 Land and land improvements $ 34.7 $ 34.4 Buildings 137.4 122.7 Machinery and equipment 261.8 217.3 Tooling, dies, patterns, etc. 55.9 42.9 Office furniture and equipment 37.3 26.6 Other 16.9 9.8 Construction in progress 23.0 50.8 567.0 504.5 Accumulated depreciation (203.8 ) (146.1 ) Property, plant and equipment, net $ 363.2 $ 358.4 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | Note 8: Goodwill and Other Intangible Assets Goodwill The changes in the carrying amount of goodwill attributable to each reportable segment for the years ended December 31, 2017 and 2016 are as follows. Industrials Energy Medical Total Balance as of December 31, 2015 $ 550.9 $ 441.4 $ 198.7 $ 1,191.0 Acquisitions - - 4.1 4.1 Correction of purchase accounting allocation (15.3 ) - - (15.3 ) Foreign currency translation (19.8 ) (1.5 ) (3.8 ) (25.1 ) Balance as of December 31, 2016 515.8 439.9 199.0 1,154.7 Acquisitions 7.9 - - 7.9 Foreign currency translation and other (1) 37.9 20.3 6.8 65.0 Balance as of December 31, 2017 $ 561.6 $ 460.2 $ 205.8 $ 1,227.6 (1) During the fiscal year ended December 31, 2017, the Company recorded an increase in goodwill of $0.4 million as a result of measurement period adjustments in the Medical segment. On June 5, 2017, the Company acquired LeROI Compressors which is included in the Industrials segment. The excess of the purchase price over the estimated fair values of tangible assets, identifiable assets, and assumed liabilities was recorded as goodwill. As of December 31, 2017, the preliminary purchase price allocation resulted in a total of $7.9 million of goodwill. The allocation of the purchase price is preliminary and subject to adjustment based on final fair values of the identified assets acquired and liabilities assumed. In 2016, the Company acquired two entities in the Medical Segment as described in Note 3, “Business Combinations.” This acquisition resulted in $4.1 million of goodwill based on the preliminary purchase price allocation. In 2017 and 2016, each reporting unit’s fair value was in excess of its net carrying value, and therefore, no goodwill impairment was recorded. In 2015, step one determined that the carrying value of the Petroleum and Industrial Pumps (“P&IP”) reporting unit of the Energy segment exceeded its fair value indicating a potential impairment of goodwill. The decline in the fair value resulted from the adverse impact of declining oil prices on the Company’s customer base and the corresponding demand for the Company’s products. A step two measurement was performed and the fair value of this reporting unit was allocated to its assets and liabilities as if it was acquired in a business combination at October 1, 2015. The excess fair value of the reporting unit over the fair value of its identifiable assets and liabilities represents the implied fair value of goodwill. In the fourth quarter of 2015, the Company recorded an impairment charge of $343.3 million for the amount that the carrying value exceeded the implied fair value of the P&IP reporting unit’s goodwill. As of December 31, 2017 and 2016, goodwill included a total of $563.9 million of accumulated impairment losses within the Energy segment since the date of the KKR Transaction. Other Intangible Assets Other intangible assets as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer lists and relationships $ 1,226.8 $ (473.0 ) $ 1,160.5 $ (345.5 ) Acquired technology 8.1 (4.0 ) 7.1 (2.2 ) Trademarks 30.3 (10.6 ) 27.4 (6.9 ) Backlog 65.5 (65.5 ) 60.3 (60.3 ) Other 53.6 (23.5 ) 36.4 (16.4 ) Unamortized intangible assets: Trademarks 623.5 - 609.5 - Total other intangible assets $ 2,007.8 $ (576.6 ) $ 1,901.2 $ (431.3 ) Amortization of intangible assets was $118.9 million, $124.2 million and $115.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. Amortization of intangible assets is anticipated to be approximately $118.1 million annually in 2018 through 2022 based upon currency exchange rates as of December 31, 2017. The Company tests indefinite-lived intangible assets for impairment annually in the fourth quarter of each year using data as of October 1 of that year. The Company determines fair values for each of the indefinite-lived intangible assets using a relief from royalty methodology. In the fourth quarter of 2017, as a result of the annual impairment test of indefinite-lived intangible assets, the Company recorded an impairment charge of $1.5 million related to indefinite-lived trademarks, including $1.2 million related to two trademarks in the Industrials segment and $0.3 million related to an indefinite-lived trademark in the Energy segment. In the fourth quarter of 2016, as a result of the annual impairment test of indefinite-lived intangible assets, the Company recorded an impairment charge of $24.4 million related to indefinite-lived trademarks, including $23.2 million related to three trademarks in the Industrials segment and $1.2 million related to an indefinite-lived trademark in the Energy segment. In the second quarter of 2016, as a result of the Industrials restructuring program, a $1.5 million charge was made for the impairment of a trademark that will be discontinued and is included in “Impairments of other intangible assets” in the Consolidated Statements of Operations. See Note 4 “Restructuring.” In the fourth quarter of 2015, as a result of the annual impairment test of indefinite-lived intangible assets, the Company recorded an impairment charge of $71.1 million related to indefinite-lived trademarks, including $13.5 million related to the Gardner Denver trademark in the Energy segment, $5.0 million related to the Gardner Denver trademark in the Industrials segment, $10.8 million related to the Nash trademark in the Energy segment, and $41.8 million related to six trademarks in the Industrials segment. Furthermore, in the third quarter of 2015, the Company recorded an impairment charge of $7.2 million including $3.5 million related to a customer relationship intangible asset in the Energy segment and $3.7 million related to an indefinite-lived trademark in the Medical segment. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 9: Accrued Liabilities Accrued liabilities as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Salaries, wages, and related fringe benefits $ 97.3 $ 56.5 Restructuring 6.5 20.2 Taxes 34.5 37.1 Advance payments on sales contracts 42.7 43.0 Product warranty 22.3 21.7 Accrued interest 0.8 15.5 Other 67.1 64.5 Total accrued liabilities $ 271.2 $ 258.5 A reconciliation of the changes in the accrued product warranty liability for the years ended December 31, 2017, 2016 and 2015 are as follows: 2017 2016 2015 Beginning balance $ 21.7 $ 27.6 $ 22.9 Product warranty accruals 24.1 18.2 26.2 Settlements (25.0 ) (22.7 ) (20.4 ) Charged to other accounts (1) 1.5 (1.4 ) (1.1 ) Ending balance $ 22.3 $ 21.7 $ 27.6 (1) Includes primarily the effects of foreign currency translation adjustments for the Company’s subsidiaries with functional currencies other than the USD, and changes in the accrual related to acquisitions or divestitures of businesses. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Debt | Note 10: Debt Debt as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Short-term borrowings $ - $ - Long-term debt: Revolving credit facility, due 2020 $ - $ - Receivables financing agreement, due 2020 - - Term loan denominated in U.S. dollars, due 2020 (1) (3) - 1,833.2 Term loan denominated in Euros, due 2020 (2) (4) - 405.5 Term loan denominated in U.S. dollars, due 2024 (5) 1,282.3 - Term loan denomoinated in Euros, due 2024 (6) 735.9 - Senior notes, due 2021 (7) - 575.0 Second mortgages (8) - 1.9 Capitalized leases and other long-term debt 26.9 21.6 Unamortized debt issuance costs (4.9 ) (58.9 ) Total long-term debt, net, including current maturities 2,040.2 2,778.3 Current maturities of long-term debt 20.9 24.5 Total long-term debt, net $ 2,019.3 $ 2,753.8 (1) This amount is shown net of unamortized discounts of $5.0 million as of December 31, 2016. (2) This amount is shown net of unamortized discounts of $1.4 million as of December 31, 2016. (3) The weighted-average interest rate was 4.56% for the period from January 1, 2017 through August 17, 2017 and 4.25% for the year ended December 31, 2016. (4) The weighted-average interest rate was 4.75% for the period from January 1, 2017 through August 17, 2017 and 4.75% for the year ended December 31, 2016. (5) As of December 31, 2017, the applicable interest rate was 4.44% and the weighted-average rate was 4.07% for the period from August 17, 2017 through December 31, 2017. (6) As of December 31, 2017, the applicable interest rate was 3.00% and the weighted-average rate was 3.00% for the period from August 17, 2017 through December 31, 2017. (7) This amount consists of the $575.0 million aggregate principal 6.875% senior notes due 2021 that were entered into in connection with the KKR transaction on July 30, 2013. Interest on the Senior Notes is payable on February 15 and August 15 of each year. The senior notes were redeemed in May 2017. (8) This amount consists of a fixed-rate 4.80% commercial loan secured by the Company’s facility in Bad Neustadt, Germany. The mortgage was paid in December 2017. Senior Secured Credit Facilities In connection with the transaction in which the Company was acquired by an affiliate of Kohlberg Kravis Roberts & Co. L.P. on July 30, 2013 (the “KKR transaction”), the Company entered into a senior secured credit agreement with UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto (the “Senior Secured Credit Facilities”) on July 30, 2013. The Senior Secured Credit Facilities entered into on July 30, 2013 provided senior secured financing in the equivalent of approximately $2,825.0 million, consisting of: (i) a senior secured term loan facility (the “Original Dollar Term Loan Facility”) in an aggregate principal amount of $1,900.0 million; (ii) a senior secured term loan facility (the “Original Euro Term Loan Facility,” together with the Dollar Term Loan Facility, the “Term Loan Facilities”) in an aggregate principal amount of €400.0 million; and (iii) a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $400.0 million available to be drawn in U.S. dollars (“USD”), Euros (“EUR”), Great British Pounds (“GBP”) and other reasonably acceptable foreign currencies, subject to certain sublimits for the foreign currencies. The Company entered into Amendment No. 1 to the Senior Secured Credit Facilities with UBS AG, Stamford Branch, as administrative agent, and the lenders and other parties thereto on March 4, 2016 (“Amendment No.1”) and Amendment No. 2 to the Senior Secured Credit Facilities with UBS AG, Stamford Branch, as administrative agent, and other agents, lenders and parties thereto on August 17, 2017 (“Amendment No. 2”). Amendment No. 1 reduced the aggregate principal borrowing capacity of the Revolving Credit Facility by $40.0 million to $360.0 million, extended the term of the Revolving Credit Facility to April 30, 2020 with respect to consenting lenders and provided for customary bail-in provisions to address certain European regulatory requirements. Amendment No. 2 refinanced the Original Dollar Term Loan Facility with a replacement $1,285.5 million senior secured U.S. dollar term loan facility (the ‘‘Dollar Term Loan Facility’’) and the Original Euro Term Loan Facility with a replacement €615.0 million senior secured euro term loan facility (the ‘‘Euro Term Loan Facility’’). Further the maturity for both term loan facilities was extended to July 30, 2024 and LIBOR Floor was reduced from 1.0% to 0.0%. The refinancing of the Original Dollar Term Loan Facility and Euro Term Loan Facility resulted in the write-offs of unamortized debt issuance costs of $29.4 million and original issue discounts of $4.7 million which were recorded to the “Loss on Debt Extinguishment” line of the Consolidated Statements of Operations. On July 30, 2018, the Revolving Credit Facility principal amount will decrease to $269.9 million resulting from the maturity of the tranches of the Revolving Credit Facility which are owned by lenders which elected not to modify the original Revolving Credit Facility maturity date, and any amounts then outstanding in excess of $269.9 million will be required to be paid. Any principal amounts outstanding as of April 30, 2020 will be due at that time and required to be paid in full. The borrower of the Dollar Term Loan Facility and the Euro Term Loan Facility is Gardner Denver, Inc. Prior to the Company entering into Amendment No. 1, GD German Holdings II GmbH became an additional borrower and successor in interest to Gardner Denver Holdings GmbH & Co. KG. GD German Holdings II GmbH, GD First (UK) Limited and Gardner Denver, Inc. are the listed borrowers under the Revolving Credit Facility. The Revolving Credit Facility includes borrowing capacity available for letters of credit up to $200.0 million and for borrowings on same-day notice, referred to as swingline loans. As of December 31, 2017, the Company had $7.4 million of outstanding letters of credit under the Revolving Credit Facility and unused availability of $352.6 million. The Senior Secured Credit Facilities provide that the Company will have the right at any time to request incremental term loans and/or revolving commitments in an aggregate principal amount of up to (i) if as of the last day of the most recently ended test period the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio (as defined in the Senior Secured Credit Facilities) is equal to or less than 5.50 to 1.00, $250.0 million plus (ii) voluntary prepayments and voluntary commitment reductions of the Senior Secured Credit Facilities prior to the date of any such incurrence plus (iii) an additional amount if, after giving effect to the incurrence of such additional amount, the Company does not exceed a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio of 4.50 to 1.00. The lenders under the Senior Secured Credit Facilities are not under any obligation to provide any such incremental commitments or loans, and any such addition of, or increase in commitments or loans, will be subject to certain customary conditions. To the extent that revolving credit loans and swingline loans plus non-cash collateralized letters of credit under the Revolving Credit Facility are outstanding in an amount exceeding $300.0 million, compliance with a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio of 7.00 to 1.00 is required for borrowings under the Revolving Credit Facility. Interest Rate and Fees Borrowings under the Dollar Term Loan Facility, the Euro Term Loan Facility and the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) the greater of LIBOR for the relevant interest period or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable margin or (b) a base rate (the ‘‘Base Rate’’) equal to the highest of (1) the rate of interest publicly announced by the administrative agent as its prime rate in effect at its principal office in Stamford, Connecticut, (2) the federal funds effective rate plus 0.50% and (3) LIBOR for an interest period of one month, adjusted for statutory reserve requirements, plus 1.00%, in each case, plus an applicable margin. The applicable margin for (i) the Dollar Term Loan Facility is 2.75% for LIBOR loans and 1.75% for Base Rate loans, (ii) the Revolving Credit Facility is 3.25% for LIBOR loans and 2.25% for Base Rate loans and (iii) the Euro Term Loan is 3.00% for LIBOR loans. The applicable margins under the Revolving Credit Facility may decrease based upon our achievement of certain Consolidated Senior Secured Debt to Consolidated EBITDA Ratios. In addition to paying interest on outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay a commitment fee of 0.50% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The commitment fee rate will be reduced to 0.375% if our Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is less than or equal to 3.0 to 1.0. The Company must also pay customary letter of credit fees. Prepayments The Senior Secured Credit Facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with: (i) 50% of annual excess cash flow (as defined in the Senior Secured Credit Facilities) commencing with the fiscal year ended December 31, 2014 (which percentage will be reduced to 25% if the Company’s Secured Debt to Consolidated EBITDA Ratio (as defined in the Senior Secured Credit Facilities) is less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00, and which prepayment will not be required if the Secured Debt to Consolidated EBITDA Ratio is less than or equal to 3.00 to 1.00); (ii) 100% of the net cash proceeds of non-ordinary course asset sales or other dispositions of property, subject to reinvestment rights; and (iii) 100% of the net cash proceeds of any incurrence of debt, other than proceeds from debt permitted under the Senior Secured Credit Facilities. The foregoing mandatory prepayments will be applied to the scheduled installments of principal of the Term Loan Facilities in direct order of maturity. Subject to the following sentence, the Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, subject to certain customary conditions, including reimbursements of the lenders’ redeployment costs actually incurred in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant interest period. Voluntary prepayments of the Dollar Term Loan Facility and/or the Euro Term Loan Facility prior to the date that is six months after the effective date of Amendment No. 2 in connection with any repricing transaction, the primary purpose of which is to decrease the effective yield of the Dollar Term Loan Facility or the Euro Term Loan Facility, as applicable, will require payment of a 1.00% prepayment premium. Amortization and Final Maturity The Dollar Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Dollar Term Loan Facility, with the balance being payable on July 30, 2024. The Euro Term Loan Facility includes repayments in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Euro Term Loan Facility, with the balance being payable on July 30, 2024. Principal amounts outstanding under the Revolving Credit Facility are due and payable in full at maturity on July 30, 2018, in the case of portions held by non-consenting lenders, and April 30, 2020 with respect to all other borrowings thereunder. Amendment No. 1 reduced the minimum aggregate principal amount for extension amendments to the facilities from $50.0 million to $35.0 million. In May 2017, the Company used a portion of the proceeds from the initial public offering to repay $276.8 million principal amount of outstanding borrowings under the Original Dollar Term Loan Facility at par plus accrued and unpaid interest to the date of prepayment of $1.5 million. The prepayment resulted in the write-off of unamortized debt issuance costs of $4.3 million and unamortized discounts of $0.7 million included in the “Loss on Debt Extinguishment” line of the Consolidated Statements of Operations. Guarantee and Security All obligations of the borrowers under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company and all of its material, wholly-owned U.S. restricted subsidiaries, with customary exceptions including where providing such guarantees are not permitted by law, regulation or contract or would result in adverse tax consequences. All obligations of the borrowers under the Senior Secured Credit Facilities, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the borrowers and each guarantor, including but not limited to: (i) a perfected pledge of the capital stock issued by the borrowers and each subsidiary guarantor and (ii) perfected security interests in substantially all other tangible and intangible assets of the borrowers and the guarantors (subject to certain exceptions and exclusions). The obligations of the non-U.S. borrowers are secured by certain assets in jurisdictions outside of the United States. Certain Covenants and Events of Default The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur additional indebtedness and guarantee indebtedness; create or incur liens; engage in mergers or consolidations; sell, transfer or otherwise dispose of assets; create limitations on subsidiary distributions; pay dividends and distributions or repurchase its own capital stock; and make investments, loans or advances, prepayments of junior financings, or other restricted payments. In addition, certain restricted payments constituting dividends or distributions (subject to certain exceptions) are subject to compliance with a Consolidated Total Debt to Consolidated EBITDA Ratio (as defined in the Senior Secured Credit Facilities) of 5.00 to 1.00. Investments in unrestricted subsidiaries are permitted up to an aggregate amount that does not exceed the greater of $100.0 million and 25% of Consolidated EBITDA. The Revolving Credit Facility also requires the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA Ratio to not exceed 7.50 to 1.00 for each fiscal quarter when outstanding revolving credit loans and swingline loans plus non-cash collateralized letters of credit under the Revolving Credit Facility (excluding (i) letters of credit in an aggregate amount not to exceed $80.0 million existing on the date of the closing of the Senior Secured Credit Facilities and any extensions thereof, replacement letters of credit or letters of credit issued in lieu thereof, in each case, to the extent the face amount of such letters of credit is not increased above the face amount of the letter of credit being extended, replaced or substituted and (ii) other non-cash collateralized letters of credit in an aggregate amount not to exceed $25.0 million, provided that the aggregate amount of non-cash collateralized letters of credit outstanding excluded pursuant to this provision shall not exceed $50.0 million) exceed $120.0 million. The Senior Secured Credit Facilities also contain certain customary affirmative covenants and events of default, including a change of control. Receivables Financing Agreement In May 2016, the Company entered into the Receivables Financing Agreement, providing for aggregated borrowing of up to $75.0 million governed by a borrowing base. The Receivables Financing Agreement provides for a lower cost alternative in the issuance of letters of credit with the remaining unused capacity providing additional liquidity. On June 30, 2017, the Company signed the first amendment of the Receivables Financing Agreement which increased the aggregated borrowing capacity by $50.0 million to $125.0 million governed by a borrowing base and extended the term to June 30, 2020. The Receivables Financing Agreement terminates on June 30, 2020, unless terminated earlier pursuant to its terms. As of December 31, 2017, the Company had no outstanding borrowings under the Receivables Financing Agreement and $33.4 million of letters of credit outstanding. As of December 31, 2017 there was $66.8 million of capacity available under the Receivables Financing Agreement. Borrowings under the Receivables Financing Agreement accrue interest at a reserve-adjusted LIBOR or a base rate, plus 1.6%. Letters of credit accrue interest at 1.6%. The Company may prepay borrowings or letters of credit or draw on the Receivables Financing Agreement upon one business day prior written notice and may terminate the Receivables Financing Agreement with 15 days’ prior written notice. As part of the Receivables Financing Agreement, eligible accounts receivable of certain of our subsidiaries are sold to a wholly owned “bankruptcy remote” special purpose vehicle (“SPV”). The SPV pledges the receivables as security for loans and letters of credit. The SPV is included in our consolidated financial statements and therefore, the accounts receivable owned by it are included in our Consolidated Balance Sheets. However, the accounts receivable owned by the SPV are separate and distinct from our other assets and are not available to our other creditors should we become insolvent. The Receivables Financing Agreement contains various customary representations and warranties and covenants, and default provisions which provide for the termination and acceleration of the commitments and loans under the agreement in circumstances including, but not limited to, failure to make payments when due, breach of representations, warranties or covenants, certain insolvency events or failure to maintain the security interest in the trade receivables, a change in control and defaults under other material indebtedness. Senior Notes In connection with the KKR transaction, on July 30, 2013, the Company’s direct subsidiary, GDI, issued a $575.0 million aggregate principal amount of Senior Notes, which mature on August 15, 2021 pursuant to an indenture, dated as of July 30, 2013, among Renaissance Acquisition Corp. (which merged into Gardner Denver, Inc. in connection with the KKR transaction), the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. In May 2017, the Company used a portion of the proceeds from the initial public offering to redeem all $575.0 million aggregate principal amount of the Senior Notes at a price of 105.156% of the principal amount redeemed, equal to $604.6 million, plus accrued and unpaid interest to the date of redemption of $10.2 million. The redemption of the Senior Notes resulted in the write-off of unamortized debt issuance costs of $15.8 million which was recorded to the “Loss on Debt Extinguishment” line of the Consolidated Statements of Operations. The premium paid on the Senior Notes, $29.7 million, is included in the “Loss on Debt Extinguishment” line of the Consolidated Statements of Operations. Total Debt Maturities Total debt maturities for the five years subsequent to December 31, 2017 and thereafter are approximately $20.9 million, $21.1 million, $21.3 million, $21.3 million, $21.4 million and $1,939.1 million, respectively. Operating Lease Commitments The annual rental payments for operating leases were $30.8 million, $32.3 million, and $34.4 million in 2017, 2016 and 2015, respectively. Future minimum rental payments for operating leases for the five years subsequent to December 31, 2017 and thereafter are approximately $22.9 million, $18.6 million, $14.0 million, $8.8 million, $5.4 million and $12.3 million, respectively. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Benefit Plans [Abstract] | |
Benefit Plans | Note 11: Benefit Plans Pension and Postretirement Benefit Plans The Company sponsors a number of pension and postretirement plans worldwide. Pension plan benefits are provided to employees under defined benefit pay-related and service-related plans, which are non-contributory in nature. The Company’s funding policy for the U.S. defined benefit pension plans is to contribute at least the minimum required contribution required by Employee Retirement Income Security Act (“ERISA”), as amended by the Pension Protection Act of 2006 (as amended by MAP-21, HAFTA, and BBA 15). The Company intends to make additional contributions, as necessary, to prevent benefit restrictions in the plans. The Company’s annual contributions to the non-U.S. pension plans are consistent with the requirements of applicable local laws. The Company also provides postretirement healthcare and life insurance benefits in the United States and South Africa to a limited group of current and retired employees. All of the Company’s postretirement benefit plans are unfunded. The following table provides a reconciliation of the changes in the benefit obligations (the projected benefit obligation in the case of the pension plans and the accumulated postretirement benefit obligation in the case of the other postretirement plans) and in the fair value of the plan assets for the periods described below. The Company uses a December 31 measurement date for its pension and other postretirement benefit plans. Pension Benefits U.S. Plans Non-U.S. Plans Other Postretirement Benefits 2017 2016 2017 2016 2017 2016 Reconciliation of Benefit Obligations: Beginning balance $ 59.7 $ 67.1 $ 323.7 $ 310.4 $ 3.2 $ 3.3 Service cost - - 1.9 1.6 - - Interest cost 2.3 2.5 7.8 8.8 0.1 0.2 Actuarial (gains) losses 2.0 (4.1 ) (22.5 ) 51.5 0.2 - Benefit payments (2.8 ) (2.9 ) (9.1 ) (9.2 ) (0.2 ) (0.2 ) Plan curtailments - - - (0.1 ) - - Plan settlements (1.5 ) (2.9 ) - - - - Effect of foreign currency exchange rate changes - - 34.1 (39.3 ) 0.1 (0.1 ) Benefit obligations ending balance $ 59.7 $ 59.7 $ 335.9 $ 323.7 $ 3.4 $ 3.2 Reconciliation of Fair Value of Plan Assets: Beginning balance $ 59.3 $ 60.8 $ 202.9 $ 204.4 Actual return on plan assets 8.0 4.2 17.9 32.8 Employer contributions 0.1 0.1 5.7 5.2 Plan settlements (1.5 ) (2.9 ) - - Benefit payments (2.8 ) (2.9 ) (9.1 ) (9.2 ) Effect of foreign currency exchange rate changes - - 21.3 (30.3 ) Fair value of plan assets ending balance $ 63.1 $ 59.3 $ 238.7 $ 202.9 Funded Status as of Period End $ 3.4 $ (0.4 ) $ (97.2 ) $ (120.8 ) $ (3.4 ) $ (3.2 ) Amounts recognized as a component of accumulated other comprehensive (loss) income as of December 31, 2017 and 2016 that have not been recognized as a component of net periodic benefit cost are presented in the following table: U.S. Pension Plans Non-U.S. Pension Plans Other Postretirement Benefits 2017 2016 2017 2016 2017 2016 Net actuarial losses (gains) $ 0.9 $ 2.4 $ 50.5 $ 78.9 $ (0.1 ) $ (0.3 ) Amounts included in accumulated other comprehensive (loss) income $ 0.9 $ 2.4 $ 50.5 $ 78.9 $ (0.1 ) $ (0.3 ) For defined benefit pension plans, the Company estimates that $1.9 million of net losses and $0.0 million of prior service costs will be amortized from accumulated other comprehensive (loss) income into net periodic benefit cost during the year ending December 31, 2018. For other postretirement benefit plans, the Company estimates no net losses and prior service costs will be amortized from accumulated other comprehensive (loss) income into net periodic benefit cost during the year ending December 31, 2018. Pension and other postretirement benefit liabilities and assets are included in the following captions in the Consolidated Balance Sheets as of December 31, 2017 and 2016. 2017 2016 Other assets $ 4.6 $ - Accrued liabilities (2.0 ) (1.7 ) Pension and other postretirement benefits (99.8 ) (122.7 ) The following table provides information for pension plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2017 and 2016. U.S. Pension Plans Non-U.S. Pension Plans 2017 2016 2017 2016 Projected benefit obligations $ 0.1 $ 1.1 $ 323.0 $ 311.9 Accumulated benefit obligation $ 0.1 $ 1.1 $ 318.9 $ 307.2 Fair value of plan assets $ - $ - $ 228.2 $ 193.3 The accumulated benefit obligation for all U.S. defined benefit pension plans was $58.6 million and $59.7 million as of December 31, 2017 and 2016, respectively. The accumulated benefit obligation for all non-U.S. defined benefit pension plans was $329.4 million and $316.8 million as of December 31, 2017 and 2016, respectively. The following tables provide the components of net periodic benefit cost (income) and other amounts recognized in other comprehensive (loss) income, before income tax effects, for the years ended December 31, 2017, 2016 and 2015. U.S. Pension Plans 2017 2016 2015 Net Periodic Benefit Income: Service cost $ - $ - $ - Interest cost 2.3 2.5 2.6 Expected return on plan assets (4.4 ) (4.4 ) (4.8 ) Amortization of prior-service cost - - - Amortization of net actuarial loss - - - Net periodic benefit income (2.1 ) (1.9 ) (2.2 ) Loss due to settlement - 0.1 - Total net periodic benefit income recognized $ (2.1 ) $ (1.8 ) $ (2.2 ) Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income: Net actuarial (gain) loss $ (1.5 ) $ (3.9 ) $ 1.2 Amortization of net actuarial loss - (0.1 ) - Prior service cost - - - Amortization of prior service cost - - - Effect of foreign currency exchange rate changes - - - Total recognized in other comprehensive (loss) income $ (1.5 ) $ (4.0 ) $ 1.2 Total recognized in net periodic benefit income and other comprehensive (loss) income $ (3.6 ) $ (5.8 ) $ (1.0 ) Non-U.S. Pension Plans 2017 2016 2015 Net Periodic Benefit Cost (Income): Service cost $ 1.9 $ 1.6 $ 1.8 Interest cost 7.8 8.8 9.5 Expected return on plan assets (10.4 ) (10.8 ) (13.0 ) Amortization of prior-service cost - - - Amortization of net actuarial loss 5.0 2.8 1.6 Net periodic benefit cost (income) $ 4.3 $ 2.4 $ (0.1 ) Loss due to curtailments - - - Total net periodic benefit cost (income) recognized $ 4.3 $ 2.4 $ (0.1 ) Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income: Net actuarial (gain) loss $ (29.9 ) $ 29.5 $ 17.1 Amortization of net actuarial loss (5.0 ) (2.8 ) (1.6 ) Prior service cost - - 0.3 Amortization of prior service cost - (0.1 ) - Effect of foreign currency exchange rate changes 6.5 (8.3 ) (4.1 ) Total recognized in other comprehensive (loss) income $ (28.4 ) $ 18.3 $ 11.7 Total recognized in net periodic benefit cost (income) and other comprehensive (loss) income $ (24.1 ) $ 20.7 $ 11.6 Other Postretirement Benefits 2017 2016 2015 Net Periodic Benefit Cost: Service cost $ - $ - $ - Interest cost 0.1 0.2 0.2 Expected return on plan assets - - - Amortization of prior-service cost - - - Amortization of net loss - - - Net periodic benefit cost $ 0.1 $ 0.2 $ 0.2 Loss due to curtailments or settlements - - - Total net periodic benefit cost recognized $ 0.1 $ 0.2 $ 0.2 Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income: Net actuarial loss (gain) $ 0.2 $ - $ (0.2 ) Amortization of net actuarial loss - - - Prior service cost - - - Amortization of prior service cost - - - Effect of foreign currency exchange rate changes - - - Total recognized in other comprehensive (loss) income $ 0.2 $ - (0.2 ) Total recognized in net periodic benefit cost and other comprehensive (loss) income $ 0.3 $ 0.2 $ - The discount rate selected to measure the present value of the Company’s benefit obligations was derived by examining the rates of high-quality, fixed income securities whose cash flows or duration match the timing and amount of expected benefit payments under a plan. The Company selects the expected long-term rate of return on plan assets in consultation with the plans’ actuaries. This rate is intended to reflect the expected average rate of earnings on the funds invested or to be invested to provide plan benefits and the Company’s most recent plan assets target allocations. The plans are assumed to continue in force for as long as the assets are expected to be invested. In estimating the expected long-term rate of return on plan assets, appropriate consideration is given to historical performance of the major asset classes held or anticipated to be held by the plans and to current forecasts of future rates of return for those asset classes. Because assets are held in qualified trusts, expected returns are not adjusted for taxes. The following weighted-average actuarial assumptions were used to determine net periodic benefit cost for the years ended December 31, 2017, 2016 and 2015. Pension Benefits - U.S. Plans 2017 2016 2015 Discount rate 4.0 % 4.1 % 3.8 % Expected long-term rate of return on plan assets 7.75 % 7.75 % 7.75 % Pension Benefits - Non-U.S. Plans 2017 2016 2015 Discount rate 2.3 % 3.3 % 3.1 % Expected long-term rate of return on plan assets 5.0 % 6.2 % 6.2 % Rate of compensation increases 2.8 % 2.9 % 3.0 % Other Postretirement Benefits 2017 2016 2015 Discount rate 4.7 % 4.7 % 4.5 % The following weighted-average actuarial assumptions were used to determine benefit obligations for the years ended December 31, 207, 2016 and 2015: Pension Benefits - U.S. Plans 2017 2016 2015 Discount rate 3.6 % 4.0 % 4.1 % Pension Benefits - Non-U.S. Plans 2017 2016 2015 Discount rate 2.3 % 2.3 % 3.3 % Rate of compensation increases 2.8 % 2.8 % 2.9 % Other Postretirement Benefits 2017 2016 2015 Discount rate 4.4 % 4.7 % 4.7 % The following actuarial assumptions were used to determine other postretirement benefit plans costs and obligations for the years ended December 31, 2017, 2016 and 2015. Other Postretirement Benefits 2017 2016 2015 Healthcare cost trend rate assumed for next year 8.4 % 8.7 % 8.7 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 8.4 % 8.7 % 8.7 % Year that the date reaches the ultimate trend rate 2019 2018 2017 A one-percentage-point increase or decrease in assumed healthcare cost trend rates as of December 31, 2017 would have less than a $0.1 million impact on total service and interest cost components of net periodic benefit costs and less than a $0.1 million impact on the postretirement benefit obligation. The following table reflects the estimated benefit payments for the next five years and for the years 2023 through 2027. The estimated benefit payments for the non-U.S. pension plans were calculated using foreign exchange rates as of December 31, 2017. Pension Benefits Other U.S. Plans Non-U.S. Postretirement 2018 $ 4.8 $ 9.3 $ 0.3 2019 $ 4.9 $ 10.0 $ 0.3 2020 $ 4.5 $ 10.4 $ 0.3 2021 $ 4.8 $ 11.0 $ 0.3 2022 $ 4.4 $ 11.8 $ 0.2 Aggregate 2023-2027 $ 19.6 $ 65.6 $ 1.1 In 2018, the Company expects to contribute approximately $0.1 million to the U.S. pension plans, approximately $6.6 million to the non-U.S. pension plans, and $0.3 million to the other postretirement benefit plans. Plan Asset Investment Strategy The Company’s overall investment strategy and objectives for its pension plan assets is to (i) meet current and future benefit payment needs through diversification across asset classes, investing strategies and investment managers to achieve an optimal balance between risk and return and between income and growth of assets through capital appreciation, (ii) secure participant retirement benefits, (iii) minimize reliance on contributions as a source of benefit security, and (iv) maintain sufficient liquidity to pay benefit obligations and proper expenses. The composition of the actual investments in various securities changes over time based on short and long-term investment opportunities. None of the plan assets of Gardner Denver’s defined benefit plans are invested in the Company’s common stock. The Company uses both active and passive investment strategies. Plan Asset Risk Management The target financial objectives for the pension plans are established in conjunction with periodic comprehensive reviews of each plan’s liability structure. The Company’s asset allocation policy is based on detailed asset and liability model (“ALM”) analyses. A formal ALM study of each major plan is undertaken every 2-5 years or whenever there has been a material change in plan demographics, benefit structure, or funded status. In order to determine the recommended asset allocation, the advisors model varying return and risk levels for different theoretical portfolios, using a relative measure of excess return over treasury bills, divided by the standard deviation of the return (the “Sharpe Ratio”). The Sharpe Ratio for different portfolio options was used to compare each portfolio’s potential return, on a risk-adjusted basis. The Company selected a recommended portfolio that achieved the targeted composite return with the least amount of risk. The Company’s primary pension plans are in the U.S. and UK which together comprise approximately 74% of the total benefit obligations and 90% of total plan assets as of December 31, 2017. The following table presents the long-term target allocations for these two plans as of December 31, 2017. U.S. Plan UK Plan Asset category: Cash and cash equivalents 1 % 4 % Equity 52 % 50 % Fixed income 37 % 26 % Real estate and other 10 % 20 % Total 100 % 100 % Fair Value Measurements The following tables present the fair values of the Company’s pension plan assets as of December 31, 2017 and 2016 by asset category within the ASC 820 hierarchy (as defined in Note 17 “Fair Value Measurements”). December 31, 2017 Quoted Prices in Significant Significant Investments (5) Total Asset Category Cash and cash equivalents (1) $ 2.3 $ - $ - $ - $ 2.3 Equity funds: U.S. large-cap - 12.6 - 19.5 32.1 U.S. mid-cap and small-cap - - - 3.1 3.1 International (2) 19.3 71.9 - 49.7 140.9 Total equity funds 19.3 84.5 - 72.3 176.1 Fixed income funds: Corporate bonds - domestic - - - 13.2 13.2 Corporate bonds - international - 20.9 - - 20.9 UK index-linked gilts - 35.7 - - 35.7 Diversified domestic securities - - - 10.1 10.1 Total fixed income funds - 56.6 - 23.3 79.9 Other types of investments: U.S. real estate (3) - - - 6.4 6.4 International real estate (3) - 20.8 - - 20.8 Other (4) - - 16.3 - 16.3 Total $ 21.6 $ 161.9 $ 16.3 $ 102.0 $ 301.8 December 31, 2016 Quoted Prices in Significant Significant Investments (5) Total Asset Category Cash and cash equivalents (1) $ 1.9 $ - $ - $ - $ 1.9 Equity funds: U.S. large-cap - 9.6 - 18.2 27.8 U.S. mid-cap and small-cap - - - 2.9 2.9 International (2) 15.3 63.6 - 41.5 120.4 Total equity funds 15.3 73.2 - 62.6 151.1 Fixed income funds: Corporate bonds - domestic - - - 12.1 12.1 Corporate bonds - international - 18.0 - - 18.0 UK index-linked gilts - 30.5 - - 30.5 Diversified domestic securities - - - 9.5 9.5 Total fixed income funds - 48.5 - 21.6 70.1 Other types of investments: U.S. real estate (3) - - - 6.3 6.3 International real estate (3) - 18.6 - - 18.6 Other (4) - - 14.2 - 14.2 Total $ 17.2 $ 140.3 $ 14.2 $ 90.5 $ 262.2 (1) Cash and cash equivalents consist of traditional domestic and foreign highly liquid short-term securities with the goal of providing liquidity and preservation of capital while maximizing return on assets. (2) The International category consists of investment funds focused on companies operating in developed and emerging markets outside of the U.S. These investments target broad diversification across large and mid/small-cap companies and economic sectors. (3) U.S. and International real estate consists primarily of equity and debt investments made, directly or indirectly, in various interests in unimproved and improved real properties. (4) Other investments consist of insurance and reinsurance contracts securing the retirement benefits. The fair value of these contracts was calculated at the discount value of premiums paid by the Company, less expenses charged by the insurance providers. The insurance providers with which the Company has placed these contracts are well-known financial institutions with an established history of providing insurance services. (5) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. Defined Contribution Plans The Company also sponsors defined contribution plans at various locations throughout the world. Benefits are determined and funded regularly based on terms of the plans or as stipulated in a collective bargaining agreement. The Company’s full-time salaried and hourly employees in the U.S. are eligible to participate in Company-sponsored defined contribution savings plans, which are qualified plans under the requirements of Section 401(k) of the Internal Revenue Code. The Company’s contributions to the savings plans are in the form of cash. The Company’s total contributions to all worldwide defined contribution plans for the years ended December 31, 2017, 2016, and 2015 were $13.7 million, $12.8 million and $17.2 million, respectively. Other Benefit Plans The Company offers a long-term service award program for qualified employees at certain of its non-U.S. locations. Under this program, qualified employees receive a service gratuity (“Jubilee”) payment once they have achieved a certain number of years of service. The Company’s actuarially calculated obligation equaled $3.9 million and $3.5 million as of December 31, 2017 and 2016, respectively. There are various other employment contracts, deferred compensation arrangements, covenants not to compete, and change in control agreements with certain employees and former employees. The liabilities associated with such arrangements are not material to the Company’s consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 12: Stockholders’ Equity As of December 31, 2017 and 2016, 1,000,000,000 shares of voting common stock were authorized. Shares of common stock outstanding were 196,217,971 and 148,654,906 as of December 31, 2017 and 2016, respectively. The Company is governed by the General Corporation Law of the State of Delaware. All authorized shares of voting common stock have a par value of $0.01. Shares of common stock reacquired are considered authorized and reported as Treasury shares. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive (Loss) Income [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Note 13: Accumulated Other Comprehensive (Loss) Income The Company’s other comprehensive (loss) income consists of (i) unrealized foreign currency net gains and losses on the translation of the assets and liabilities of its foreign operations; (ii) realized and unrealized foreign currency gains and losses on intercompany notes of a long-term nature and certain hedges of net investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges (consisting of interest rate swaps), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. See Note 11 “Benefit Plans” and Note 16 “Hedging Activities, Derivative Instruments, and Credit Risk.” The before tax (loss) income, related income tax effect and accumulated balances are as follows: Cumulative Currency Translation Adjustment Foreign Currency Gains and (Losses) Unrealized (Losses) Gains on Cash Flow Hedges Pension and Postretirement Benefit Plans Accumulated Other Comprehensive Income Balance at December 31, 2014 $ (111.7 ) $ 42.4 $ (25.4 ) $ (40.6 ) $ (135.3 ) Before tax (loss) income (136.3 ) 56.8 (25.6 ) (13.3 ) (118.4 ) Income tax effect - (24.2 ) 9.7 2.6 (11.9 ) Other comprehensive (loss) income (136.3 ) 32.6 (15.9 ) (10.7 ) (130.3 ) Balance at December 31, 2015 (248.0 ) 75.0 (41.3 ) (51.3 ) (265.6 ) Before tax (loss) income (76.2 ) 21.0 (1.5 ) (14.3 ) (71.0 ) Income tax effect - (7.4 ) 0.6 1.0 (5.8 ) Other comprehensive (loss) income (76.2 ) 13.6 (0.9 ) (13.3 ) (76.8 ) Balance at December 31, 2016 (324.2 ) 88.6 (42.2 ) (64.6 ) (342.4 ) Before tax income (loss) 157.6 (82.8 ) 20.0 29.8 124.6 Income tax effect - 31.2 (7.6 ) (5.6 ) 18.0 Other comprehensive income (loss) 157.6 (51.6 ) 12.4 24.2 142.6 Balance at December 31, 2017 (166.6 ) 37.0 (29.8 ) (40.4 ) (199.8 ) Changes in accumulated other comprehensive (loss) income by component for the periods described below are presented in the following table (1) Cumulative Foreign Unrealized Pension and Total Balance as of December 31, 2015 $ (248.0 ) $ 75.0 $ (41.3 ) $ (51.3 ) $ (265.6 ) Other comprehensive (loss) income before reclassifications (76.2 ) 13.6 (8.1 ) (15.2 ) (85.9 ) Amounts reclassified from accumulated other comprehensive income - - 7.2 1.9 9.1 Other comprehensive (loss) income (76.2 ) 13.6 (0.9 ) (13.3 ) (76.8 ) Balance at December 31, 2016 $ (324.2 ) $ 88.6 $ (42.2 ) $ (64.6 ) $ (342.4 ) Other comprehensive income (loss) before reclassifications 157.6 (51.6 ) 0.9 21.1 128.0 Amounts reclassified from accumulated other comprehensive income - - 11.5 3.1 14.6 Other comprehensive income (loss) 157.6 (51.6 ) 12.4 24.2 142.6 Balance at December 31, 2017 $ (166.6 ) $ 37.0 $ (29.8 ) $ (40.4 ) $ (199.8 ) (1) All amounts are net of tax. Amounts in parentheses indicate debits. Reclassifications out of accumulated other comprehensive (loss) income for the years ended December 31, 2017 and 2016 are presented in the following table. Amount Reclassified from Accumulated Other Comprehensive (Loss) Income Details about Accumulated Other Comprehensive Income Components 2017 2016 Affected Line in the Statement Where Net Income is Presented Loss on cash flow hedges Interest rate swaps $ 18.5 $ 11.6 Interest expense 18.5 11.6 Total before tax (7.0 ) (4.4 ) Income tax benefit $ 11.5 $ 7.2 Net of tax Amortization of defined benefit pension and other postretirement benefit items $ 5.0 $ 3.0 (1) 5.0 3.0 Total before tax (1.9 ) (1.1 ) Income tax benefit $ 3.1 $ 1.9 Net of tax Total reclassifications for the period $ 14.6 $ 9.1 Net of tax (1) These components are included in the computation of net periodic benefit cost (see Note 11 “Benefit Plans” for additional details). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 14: Income Taxes Loss before income taxes for the years ended December 31, 2017, 2016 and 2015 consisted of the following: 2017 2016 2015 U.S. $ (145.8 ) $ (149.4 ) $ (450.0 ) Non-U.S. 33.1 86.2 83.3 Loss before income taxes $ (112.7 ) $ (63.2 ) $ (366.7 ) The following table details the components of the (benefit) provision for income taxes for the years ended December 31, 2017, 2016 and 2015. 2017 2016 2015 Current: U.S. federal $ 64.0 $ (6.6 ) $ - U.S. state and local 3.0 1.3 1.6 Non-U.S. 49.8 57.8 46.7 Deferred: U.S. federal (217.5 ) (61.4 ) (31.5 ) U.S. state and local - (3.4 ) (9.3 ) Non-U.S. (30.5 ) (19.6 ) (22.2 ) Benefit for income taxes $ (131.2 ) $ (31.9 ) $ (14.7 ) The U.S. federal corporate statutory rate is reconciled to the Company’s effective income tax rate for the years ended December 31, 2017, 2016 and 2015 as follows. 2017 2016 2015 U.S. federal corporate statutory rate 35.0 % 35.0 % 35.0 % State and local taxes, less federal tax benefit 3.1 4.0 2.3 U.S. deferred tax rate change from 35% to 21% 79.5 - - Net effects of foreign tax rate differential 6.2 19.9 1.5 Sale of subsidiary (4.6 ) (17.1 ) - Repatriation cost 3.8 4.4 (0.3 ) U.S. transition tax toll charge net of FTC (56.2 ) - - ASC 740-30 61.2 26.3 (2.0 ) Valuation allowance changes (1.1 ) (15.9 ) (0.5 ) Impairment of goodwill and intangible assets - (0.6 ) (31.7 ) Uncertain tax positions 1.9 (7.0 ) (0.4 ) Nondeductible equity compensation (9.2 ) - - Nondeductible foreign interest expense (3.0 ) - - Other, net (0.3 ) 1.5 0.1 Effective income tax rate 116.3 % 50.5 % 4.0 % The principal items that gave rise to deferred income tax assets and liabilities as of December 31, 2017 and 2016 are as follows. 2017 2016 Deferred Tax Assets: Reserves and accruals $ 62.4 $ 38.2 Postretirement benefits other than pensions 0.7 1.1 Postretirement benefits - pensions 15.6 20.9 Tax loss carryforwards 41.8 58.0 Foreign tax credit carryforwards 29.8 11.6 Other 19.4 33.1 Total deferred tax assets 169.7 162.9 Valuation allowance (47.9 ) (33.6 ) Deferred Tax Liabilities: LIFO inventory (9.3 ) (17.0 ) Property, plant, and equipment (21.0 ) (28.6 ) Intangibles (322.2 ) (444.3 ) Unremitted foreign earnings (9.3 ) (77.3 ) Other 3.5 (48.3 ) Total deferred tax liabilities (358.3 ) (615.5 ) Net deferred income tax liability $ (236.5 ) $ (486.2 ) The U.S. Tax Law change enacted in December 2017 impacted the comparison of the 2017 to the 2016 deferred tax changes by $158.6 million as a result of the U.S. tax rate reduction and the change in the ASC 740-30 deferred liability balance. The Company believes that it is more likely than not that it will realize its deferred tax assets through the reduction of future taxable income, other than for the deferred tax assets reflected below. Tax attributes and related valuation allowances as of December 31, 2017 were as follows. Tax Benefit Valuation Allowance Carryforward Period Ends Tax Attributes to be Carried Forward U.S. federal net operating loss $ 15.1 $ (2.0 ) 2035-2037 U.S federal capital loss 6.9 (6.9 ) 2021 U.S. federal tax credit 33.4 (29.9 ) 2023-2037 Alternative minimum tax credit 0.9 - Unlimited U.S. state and local net operating losses 5.4 - 2034-2037 U.S. state and local tax credit 0.5 - 2018-2034 Non U.S. net operating losses 2.7 (0.8 ) 2018-2037 Non U.S. net operating losses 8.1 (7.7 ) Unlimited Non U.S. capital losses 0.5 (0.5 ) Unlimited Other deferred tax assets 5.3 (0.1 ) Unlimited Total tax carryforwards $ 78.8 $ (47.9 ) When comparing to prior year, the comparison is impacted by the US Tax Law change enacted December 22, 2017. A reconciliation of the changes in the valuation allowance for deferred tax assets for the years ended December 31, 2017, 2016 and 2015 are as follows. 2017 2016 2015 Valuation allowance for deferred tax assets at beginning of the period $ 33.6 $ 23.8 $ 27.5 Revaluation and change due to U.S. Tax Reform 10.7 - - Charged to tax expense 3.1 12.5 4.8 Charged to other accounts 1.6 (0.1 ) - Deductions (1) (1.1 ) (2.6 ) (8.5 ) Valuation allowance for deferred tax assets at end of the period $ 47.9 $ 33.6 $ 23.8 (1) Deductions relate to the realization of net operating losses or the removal of deferred tax assets. Total unrecognized tax benefits were $12.6 million, $6.8 million and $4.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. The net increase in this balance primarily relates to recording $11.2 million for tax positions in prior years, which were partially offset by the benefits associated with the lapse of applicable statutes of limitations of $0.3 million and settlements of $6.2 million. Included in total unrecognized benefits as of December 31, 2017 is $12.6 million of unrecognized tax benefits that would affect the Company's effective tax rate if recognized, of which $1.2 million would be offset by a reduction of a corresponding deferred tax asset. The balance of total unrecognized tax benefits is not expected to significantly increase or decrease within the next twelve months. Below is a tabular reconciliation of the changes in total unrecognized tax benefits during the years ended December 31, 2017, 2016 and 2015. 2017 2016 2015 Beginning balance $ 6.8 $ 4.8 $ 4.0 Gross increases for tax positions of prior years 11.2 3.1 - Gross decreases for tax positions of prior years - - (0.4 ) Gross increases for tax positions of current year 0.6 - 1.8 Settlements (6.2 ) (0.4 ) - Lapse of statute of limitations (0.3 ) (0.7 ) (0.6 ) Changes due to currency fluctuations 0.5 - - Ending balance $ 12.6 $ 6.8 $ 4.8 The Company includes interest expense and penalties related to unrecognized tax benefits as part of the provision for income taxes. The Company's income tax liabilities as of December 31, 2017 and 2016 include accrued interest and penalties of $0.8 million and $3.0 million, respectively. The statutes of limitations for U.S. Federal tax returns are open beginning with the 2014 tax year, and state returns are open beginning with the 2013 tax year. The Company closed the IRS audit of the short tax year ending December 31, 2013. On January 3, 2018 the Company received notification from the IRS stating that the Company is now under IRS audit for the tax years ending December 31, 2014, 2015 and 2016. The audit will begin in 2018. The Company is subject to income tax in approximately 33 jurisdictions outside the U.S. The statute of limitations varies by jurisdiction with 2005 being the oldest year still open. The Company's significant operations outside the U.S. are located in the United Kingdom and Germany. In the United Kingdom, tax years prior to 2012 are closed. However, the Company is currently under audit in the United Kingdom, which has been expanded to include years 2012 to 2014. The audit has not been completed as of the date of these financial statements. In Germany, generally, the tax years 2010 and beyond remain open to examination. The general field tax audit of fiscal years 2008 to 2010 was settled during the tax year ended December 31, 2017. The Company also commenced a general tax audit for the tax years 2011 to 2014 for Germany during 2017. Additionally, in Italy, the withholding tax audit for the tax years 2012 to 2014 was settled during 2017. The Company recorded a deferred tax liability of approximately $114.0 million as of the acquisition date by KKR for the anticipated repatriation of a limited amount of unremitted foreign earnings generated prior to date of acquisition, July 30, 2013. These accumulated earnings of non-U.S. subsidiaries amounting to approximately $287.0 million are expected to supplement the Company’s projected U.S. operating cash flow in meeting the Company’s debt service requirements along with other U.S. cash flow needs during the term of its credit agreement. This deferred tax liability was adjusted to $94.1 million as of December 31, 2014, 94.6 million as of December 31, 2015, $77.3 million as of December 31, 2016, and $9.3 million as of December 31, 2017 based upon the estimated need to repatriate accumulated earnings of approximately $200.0 million. As a result of the transition tax, the recorded deferred tax liability of $9.3 million as of December 31, 2017 relates to withholding tax. Our accounting for the following elements of the Tax Act is incomplete, and we were not yet able to make reasonable estimates of the effects. Therefore, no provisional adjustments, other than the adjustment related to the effect of the transitional tax, were recorded related to ASC 740-30. The Tax Act creates a new requirement that certain income (i.e., GILTI) earned by controlled foreign corporations (“CFC”) must be included currently in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s “net CFC tested income” over the net deemed tangible income return, which is currently defined as the excess of (1) 10% of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. Because of the complexity of the new GILTI tax rules, we are continuing to evaluate this provision of the Tax Act and the application of ASC 740. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). Because whether we expect to have future U.S. inclusions in taxable income related to GILTI depends on not only our current structure and estimated future results of global operations but also our intent and ability to modify our structure and/or our business, we are not yet able to reasonably estimate the effect of this provision of the Tax Act. Due to these complexities, we have not been able to determine if our company policy concerning permanent reinvestment will change as a result of the new Tax Act. With the exception of the $9.3 million withholding tax impact on the $200 million of accumulated earnings to be repatriated as discussed previously, no additional adjustments relating to ASC 740-30 have been recorded in accordance with SAB 118 as we are not currently able to reasonably estimate the impact as of the filing of the December 31, 2017 financial statements. Except as noted above, we consider the excess of the amount for financial reporting over the tax basis (including undistributed and previously taxed earnings) of investments in our foreign subsidiaries as of December 31, 2017 to be indefinitely reinvested outside the United States on the basis of our plan for reinvestment and estimates that future domestic cash generation will be sufficient to meet future domestic cash needs. Therefore, we have not provided for deferred taxes related to such and it is not practicable to determine this amount. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2017 | |
Stock-Based Compensation Plans [Abstract] | |
Stock-Based Compensation Plans | Note 15: Stock-Based Compensation Plans 2013 Stock Incentive Plan The Company adopted the 2013 Stock Incentive Plan (“2013 Plan”) on October 14, 2013 as amended on April 27, 2015 under which the Company may grant stock-based compensation awards to employees, directors and advisors. The total number of shares available for grant under the 2013 Plan and reserved for issuance is 20.9 million shares. All stock options were granted to employees, directors, and advisors with an exercise price equal to the fair value of the Company’s per share common stock at the date of grant. Following the Company’s initial public offering, the Company may grant stock-based compensation awards pursuant to the 2017 Plan (defined below) and ceased granting new awards pursuant to the 2013 Plan. Stock options awards vest over either five, four, or three years with 50% of each award vesting based on time and 50% of each award vesting based on the achievement of certain financial targets. Prior to the Company’s initial public offering in May 2017, the Company had certain repurchase rights on stock acquired through the exercise of a stock option that created an implicit service period and created a condition in which an optionee may not receive the economic benefits of the option until the repurchase rights are eliminated. The repurchase rights creating the implicit service period are eliminated at the earlier of an initial public offering or change of control event. Before the elimination of the repurchase rights, because an initial public offering or change of control were not probable of occurring, no compensation expense was recorded for equity awards. The Company recognized a liability for compensation expense measured at intrinsic value when it was probable that an employee would receive benefits under the terms of the plan due to termination of employment. Under the terms of the 2013 Plan, concurrent with the initial public offering, the Company no longer retains repurchase rights on stock acquired through the exercise of a stock option and the implicit service period was eliminated on outstanding stock options. For the year ended December 31, 2017, the Company recognized stock-based compensation expense of approximately $77.6 million, related to time-based and performance-based stock options included in “Other operating expense, net” in the Consolidated Statements of Operations. Certain stock awards are expected to be settled in cash (stock appreciation rights “SAR”) and are accounted for as liability awards. As of December 31, 2017, a liability of approximately $16.8 million for SARs is included in “Accrued liabilities” in the Consolidated Balance Sheets. As of December 31, 2017 and December 31, 2016 there was $9.1 million and $68.0 million of total unrecognized compensation expense related to outstanding stock options. A summary of the Company’s stock-based award plan activity, including stock options and SARs, for the years ended December 31, 2017, 2016 and 2015 is presented in the following table (underlying shares in thousands). Stock-Based Compensation Awards Shares Weighted-Average Exercise Price (per share) Wtd. Avg. Remaining Contractual Term (years) Aggregate Intrisic Value of In-The-Money Options (in millions) Outstanding at December 31, 2014 18,214 $ 8.23 Granted 1,075 $ 10.61 Settled (304 ) $ 8.33 Forfeited (1,952 ) $ 8.43 Outstanding at December 31, 2015 17,033 $ 8.36 Granted 2,427 $ 10.75 Settled (1,980 ) $ 8.18 Forfeited (2,931 ) $ 8.31 Converted to liability (1,264 ) $ 8.16 Outstanding at December 31, 2016 13,285 $ 8.85 Granted 799 $ 20.00 Settled (193 ) $ 8.17 Forfeited (1,057 ) $ 8.34 Outstanding at December 31, 2017 12,834 $ 9.54 6.81 $ 313.1 Vested at December 31, 2017 9,459 $ 9.05 6.59 $ 235.4 The following assumptions were used to estimate the fair value of options and SARs granted during the fiscal years ended December 31, 2017, 2016 and 2015. 2017 2016 2015 Assumptions: Expected life of options (in years) 5.00 - 6.25 5.10 4.80 Risk-free interest rate 1.9 - 2.1% 1.3% 1.6% Assumed volatility 41.2 - 45.8% 49.5% 49.9% Expected dividend rate 0.0% 0.0% 0.0% Concurrent with the Company’s initial public offering in May of 2017, the Company’s Board authorized the grant of 5.5 million deferred stock units (“DSU”) to all permanent employees that had not previously received stock-based awards under the 2013 Plan. The DSUs vested immediately upon grant, however contain restrictions such that the employee may not sell or otherwise realize the economic benefits of the award until certain dates through April 2019. At the date of the grant, the fair value of a DSU was determined to be $17.20 assuming a share price at the pricing date of the initial public offering of $20.00 and a discount for lack of marketability commensurate with the period of the sale restrictions. At the date of the grant, certain DSU awards were expected to be settled in cash and had been carried at fair value on the balance sheet date. On November 20, 2017, the Company, having the intent and ability to register DSU awards in foreign jurisdictions, the Company remeasured the awards as of this date and then reclassified $6.0 million related to 0.2 million DSU awards from “Accrued liabilities” to “Capital in excess of par value”. In the year ended December 31, 2017, the Company recognized expense for the DSU awards of $97.4 million, included in “Other operating expense, net” in the Consolidated Statements of Operations. The following assumptions were used to estimate the fair value of DSUs at the time of grant using the Finnerty discount for lack of marketability pricing model. 2017 Assumptions: Average length of holding period restrictions (years) 1.42 Assumed volatility 51.5 % 2017 Omnibus Incentive Plan In May 2017, the Company’s Board approved the 2017 Omnibus Incentive Plan (“2017 Plan”). Under the terms of the Plan, the Company’s Board may grant up to 8.6 million stock based and other incentive awards. Any shares of common stock subject to outstanding awards granted under our 2013 Stock Incentive Plan that, after the effective date of the 2017 Plan, expire or are otherwise forfeited or terminated in accordance with their terms are also available for grant under the 2017 Plan. As of December 31, 2017, no awards have been granted from the 2017 Plan. |
Hedging Activities, Derivative
Hedging Activities, Derivative Instruments and Credit Risk | 12 Months Ended |
Dec. 31, 2017 | |
Hedging Activities, Derivative Instruments and Credit Risk [Abstract] | |
Hedging Activities, Derivative Instruments and Credit Risk | Note 16: Hedging Activities, Derivative Instruments and Credit Risk Hedging Activities The Company is exposed to certain market risks during the normal course of its business arising from adverse changes in interest rates and foreign currency exchange rates. The Company selectively uses derivative financial instruments (“derivatives”), including foreign currency forward contracts and interest rate swaps, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in interest rates and foreign currency exchange rates can be volatile, and the Company’s risk management activities do not totally eliminate these risks. Consequently, these fluctuations could have a significant effect on the Company’s financial results. The Company’s exposure to interest rate risk results primarily from its variable-rate borrowings. The Company manages its debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest rate risk by maintaining a mixture of fixed and variable rate debt and, from time to time, using pay-fixed interest rate swaps as cash flow hedges of variable rate debt in order to adjust the relative fixed and variable proportions. A substantial portion of the Company’s operations is conducted by its subsidiaries outside of the United States in currencies other than the USD. Almost all of the Company’s non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies. Other than the USD, the EUR, GBP, and Chinese Yuan are the principal currencies in which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts of changes in foreign currency exchange rates on the translation of its non-U.S. subsidiaries’ assets, liabilities and earnings into USD. The Company has certain U.S. subsidiaries borrow in currencies other than the USD. The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle intercompany trading balances monthly. The Company also selectively uses forward currency contracts to manage this risk. These contracts for the sale or purchase of European and other currencies generally mature within one year. Derivative Instruments The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016. December 31, 2017 Derivative Classification Notional Amount (1) Fair Value (1) Other Current Assets Fair Value (1) Other Assets Fair Value (1) Accrued Liabilities Fair Value (1) Other Liabilities Derivatives Designated as Hedging Instruments Interest rate swap contracts Cash Flow $ 1,125.0 $ - $ - $ 16.1 $ 30.6 Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value $ 94.4 $ - $ - $ 1.2 $ - December 31, 2016 Derivative Classification Notional Amount (1) Fair Value (1) Other Current Assets Fair Value (1) Other Assets Fair Value (1) Liabilities Fair Value (1) Liabilities Derivatives Designated as Hedging Instruments Cross currency interest rate swap contracts Net Investment $ 200.0 $ - $ 26.8 $ - $ - Interest rate swap contracts Cash Flow $ 1,125.0 $ - $ - $ 16.3 $ 47.2 Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value $ 79.0 $ 0.9 $ - $ - $ - Foreign currency forwards Fair Value $ 42.8 $ - $ - $ 0.2 $ - (1) Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively. Gains and losses on derivatives designated as cash flow hedges included in the Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2017, 2016 and 2015 are as presented in the table below. 2017 2016 2015 Interest Rate Swap Contracts (1) Gain (loss) recognized in AOCI on derivatives (effective portion) $ 1.5 $ (13.2 ) $ (26.9 ) Loss reclassified from AOCI into income (effective portion) $ (18.5 ) $ (11.6 ) $ (1.3 ) (Loss) gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing) $ (2.1 ) $ 0.2 $ 0.3 (1) Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income (effective portion) were included in “Interest expense” in the Consolidated Statements of Operations. Ineffective portions of changes in the fair value of cash flow hedges were recognized in earnings and included in “Interest expense” in the Consolidated Statements of Operations. As of December 31, 2017, the Company is the fixed rate payor on 12 interest rate swap contracts that effectively fix the LIBOR-based index used to determine the interest rates charged on a total of $1,125.0 million of the Company’s LIBOR-based variable rate borrowings. These contracts carry fixed rates ranging from 2.9% to 4.4% and have expiration dates ranging from 2018 to 2020. These swap agreements qualify as hedging instruments and have been designated as cash flow hedges of forecasted LIBOR-based interest payments. Based on LIBOR-based swap yield curves as of December 31, 2017, the Company expects to reclassify losses of $17.8 million out of AOCI into earnings during the next 12 months. The Company’s LIBOR-based variable rate borrowings outstanding as of December 31, 2017 were $1,282.3 million and €613.5 million. The Company had three foreign currency forward contracts outstanding as of December 31, 2017 with notional amounts ranging from $19.4 million to $46.0 million. These contracts are used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in currency exchange rates. The changes in the fair value of these contracts generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are included in the “Other operating expense, net” line on the face of the Consolidated Statements of Operations. The Company’s foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract with that certain counterparty. It is the Company’s practice to recognize the gross amounts in the Consolidated Balance Sheets. The amount available to be netted is not material. The Company’s (losses) gains on derivative instruments not designated as accounting hedges and total net foreign currency (losses) gains for the years ended December 31, 2017, 2016 and 2015 were as follows. 2017 2016 2015 Gain on cross currency interest rate swaps not designated as hedges $ - $ - $ 8.0 Foreign currency forward contracts (losses) gains $ (7.0 ) $ 19.2 $ (0.5 ) Total foreign currency transaction (losses) gains, net $ (9.3 ) $ 5.9 $ (1.1 ) The Company has a significant investment in consolidated subsidiaries with functional currencies other than the USD, particularly the EUR. The Company designated its Original Euro Term Loan of approximately €387.0 million as of December 31, 2016 as a hedge of the Company’s net investment in subsidiaries with EUR functional currencies. The Original Euro Term Loan remained designated as a net investment hedge during 2017 until it was extinguished and replaced on August 17, 2017 by the €615.0 million Euro Term Loan, further described in Note 10 “Debt.” On August 17, 2017, the Company designated the €615.0 million Euro Term Loan as a hedge of the Company’s net investment in subsidiaries with EUR functional currencies. As of December 31, 2017, the Euro Term Loan of €613.5 million remained designated. In December 2014, the Company entered into two cross currency interest rate swaps each with a USD notional amount of $100 million to further hedge the risk of changes in the USD equivalent value of its net investment in EUR functional currency subsidiaries. At the beginning of fiscal year 2015, one of the $100 million cross currency interest rate swaps was considered an effective hedge while the other was not determined to be an effective hedge for accounting purposes. Throughout 2015, the Company assessed its Euro equity position on a quarterly basis and incrementally designated additional portions of the second $100 million cross currency swap as a hedge for accounting purposes. The change in the fair value of the ineffective portion of the hedge was included in foreign exchange (gains) losses, net in “Other operating expense, net” in the Consolidated Statements of Operations. By the end of December 31, 2015, both cross currency interest rate swaps were designated as effective hedges for accounting purposes. The cross currency interest rate swaps were designated as hedges for the year ended December 31, 2016 and for the period from January 1, 2017 until August 16, 2017 when they were terminated for proceeds of $6.2 million. The proceeds from the termination of the cross currency interest rate swaps are included in the “Proceeds from the termination of derivatives” line in the Consolidated Statements of Cash Flows. The recorded Accumulated Other Comprehensive (Loss) Income at the termination of the cross currency interest rate swaps will remain in Accumulated Other Comprehensive (Loss) Income until there is a substantial liquidation of the Company’s net investment in subsidiaries with EUR functional currencies. The losses and gains from the change in fair value related to the effective portions of the net investment hedges were recorded through other comprehensive income. The Company’s gains and (losses), net of income tax, associated with changes in the value of debt and designated cross currency interest rate swaps for the years ended December 31, 2017 and 2016, and the net balance of such gains and (losses) included in accumulated other comprehensive income as of December 31, 2017 and 2016 were as follows. 2017 2016 (Loss) gain, net of income tax, recorded through other comprehensive income $ (50.2 ) $ 12.6 Balance included in accumulated other comprehensive income (loss) at December 31, 2017 and 2016 respectively $ 32.1 $ 82.3 With the exception of the cash proceeds from the termination of the cross currency interest rate swap contracts described earlier, all cash flows associated with derivatives are classified as operating cash flows in the Consolidated Statements of Cash Flows. There were no off-balance sheet derivative instruments as of December 31, 2017 or 2016. Credit Risk Credit risk related to derivatives arises when amounts receivable from a counterparty exceed those payable. Because the notional amount of the derivative instruments only serves as a basis for calculating amounts receivable or payable, the risk of loss with any counterparty is limited to a fraction of the notional amount. The Company minimizes the credit risk related to derivatives by transacting only with multiple, high-quality counterparties that are major financial institutions with investment-grade credit ratings. The Company has not Concentrations of credit risk with respect to trade receivables are limited due to the wide variety of customers and industries to which the Company’s products and services are sold, as well as their dispersion across many different geographic areas. As a result, the Company does not believe it has any significant concentrations of credit risk as of December 31, 2017 or 2016. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 17: Fair Value Measurements A financial instrument is defined as cash or cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts payables, deferred compensation assets and obligations, derivatives and debt instruments. The carrying values of cash and cash equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of their respective fair values. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or more advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows. Level 1 Quoted Prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value For the year ended December 31, 2015, goodwill with a carrying value of $529.3 million in the P&IP reporting unit was written down to its estimated implied fair value of $186.0 million, resulting in a non-cash impairment charge of $343.3 million. In order to arrive at the implied fair value of goodwill, the Company calculated the fair value of all of the assets and liabilities of the reporting unit as if it had been acquired in a business combination. After assigning fair value to the assets and liabilities of the reporting unit, the result was the implied fair value of goodwill of $186.0 million, which represented a Level 3 asset measured at fair value on a nonrecurring basis subsequent to its original recognition. The fair value was determined using a combination of discounted cash flows and a market multiple approach using comparable companies. The Company assessed indefinite-lived intangible assets, trademarks, in conjunction with the 2017 annual goodwill impairment test. The valuation of trademarks was based upon current sales projections and the relief from royalty method was applied. As a result of this analysis, trademarks with carrying amounts aggregating to $36.7 were written down to their estimated fair value of $35.2 million. These represented Level 3 assets measured on a nonrecurring basis subsequent to their original recognition. This resulted in a total non-cash impairment charge of $1.5 million. The fair value was determined using the relief from royalty method. The Company assessed indefinite-lived intangible assets, trademarks, in conjunction with the 2016 annual goodwill impairment test. The valuation of trademarks was based upon current sales projections and the relief from royalty method was applied. As a result of this analysis, trademarks with carrying amounts aggregating to $179.3 million were written down to their estimated fair value of $154.9 million. These represented Level 3 assets measured on a nonrecurring basis subsequent to their original recognition. This resulted in a total non-cash impairment charge of $24.4 million. The fair value was determined using the relief from royalty method. The Company assessed indefinite-lived intangible assets, trademarks, in conjunction with the 2015 annual goodwill impairment test. The valuation of trademarks was based upon current sales projections and the relief from royalty method was applied. As a result of this analysis, trademarks with carrying amounts aggregating to $560.1 million were written down to their estimated fair value of $489.0 million. These represented Level 3 assets measured on a nonrecurring basis subsequent to their original recognition. This resulted in a total non-cash impairment charge of $71.1 million. The fair value was determined using the relief from royalty method. Refer to Note 1 “Summary of Significant Accounting Policies” for a discussion of the valuation assumptions utilized in the valuation of goodwill and indefinite-lived intangible assets. The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016. December 31, 2017 Level 1 Level 2 Level 3 Total Financial Assets Trading securities held in deferred compensation plan (1) $ 5.8 $ - $ - $ 5.8 Total $ 5.8 $ - $ - $ 5.8 Financial Liabilities Foreign currency forwards (2) $ - $ 1.2 $ - $ 1.2 Interest rate swaps (3) - 46.7 - 46.7 Deferred compensation plan (1) 5.8 - - 5.8 Total $ 5.8 $ 47.9 $ - $ 53.7 December 31, 2016 Level 1 Level 2 Level 3 Total Financial Assets Foreign currency forwards (2) $ - $ 0.9 $ - $ 0.9 Cross currency interest rate swaps (4) - 26.8 - 26.8 Trading securities held in deferred compensation plan (1) 4.2 - - 4.2 Total $ 4.2 $ 27.7 $ - $ 31.9 Financial Liabilities Foreign currency forwards (2) $ - $ 0.2 $ - $ 0.2 Interest rate swaps (3) - 63.5 - 63.5 Deferred compensation plan (1) 4.2 - - 4.2 Total $ 4.2 $ 63.7 $ - $ 67.9 (1) Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method. (2) Based on calculations that use readily observable market parameters as their basis, such as spot and forward rates. (3) Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of December 31, 2017. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties. (4) Based on observable foreign exchange market pricing parameters such as spot and forward rates and the present value of all expected future cash flows. The present value calculation incorporates foreign exchange market pricing, discount rates, and credit quality adjustments of the Company and its counterparties. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Contingencies [Abstract] | |
Contingencies | Note 18: Contingencies The Company is a party to various legal proceedings, lawsuits and administrative actions, which are of an ordinary or routine nature for a company of its size and sector. The Company believes that such proceedings, lawsuits and administrative actions will not materially adversely affect its operations, financial condition, liquidity or competitive position. A more detailed discussion of certain of these proceedings, lawsuits and administrative actions is set forth below. Asbestos and Silica Related Litigation The Company has also been named as a defendant in a number of asbestos-related and silica-related personal injury lawsuits. The plaintiffs in these suits allege exposure to asbestos or silica from multiple sources and typically the Company is one of approximately 25 or more named defendants. Predecessors to the Company sometimes manufactured, distributed and/or sold products allegedly at issue in the pending asbestos and silica-related lawsuits (the “Products”). However, neither the Company nor its predecessors ever mined, manufactured, mixed, produced or distributed asbestos fiber or silica sand, the materials that allegedly caused the injury underlying the lawsuits. Moreover, the asbestos-containing components of the Products, if any, were enclosed within the subject Products. Although the Company has never mined, manufactured, mixed, produced or distributed asbestos fiber or silica sand nor sold products that could result in a direct asbestos or silica exposure, many of the companies that did engage in such activities or produced such products are no longer in operation. This has led to law firms seeking potential alternative companies to name in lawsuits where there has been an asbestos or silica related injury. The Company believes that the pending and future asbestos and silica-related lawsuits are not likely to, in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or liquidity, based on: the Company’s anticipated insurance and indemnification rights to address the risks of such matters; the limited potential asbestos exposure from the Products described above; the Company’s experience that the vast majority of plaintiffs are not impaired with a disease attributable to alleged exposure to asbestos or silica from or relating to the Products or for which the Company otherwise bears responsibility; various potential defenses available to the Company with respect to such matters; and the Company’s prior disposition of comparable matters. However, inherent uncertainties of litigation and future developments, including, without limitation, potential insolvencies of insurance companies or other defendants, an adverse determination in the Adams County Case (discussed below), or other inability to collect from the Company’s historical insurers or indemnitors, could cause a different outcome. While the outcome of legal proceedings is inherently uncertain, based on presently known facts, experience, and circumstances, the Company believes that the amounts accrued on its balance sheet are adequate and that the liabilities arising from the asbestos and silica-related personal injury lawsuits will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. “Accrued liabilities” and “Other liabilities” on the Consolidated Balance Sheet include a total litigation reserve of $105.6 million and $108.5 million as of December 31, 2017 and December 31, 2016, with respect to potential liability arising from the Company’s asbestos-related litigation. Asbestos related defense costs are excluded from the asbestos claims liability and are recorded separately as services are incurred. In the event of unexpected future developments, it is possible that the ultimate resolution of these matters may be material to the Company’s consolidated financial position, results of operation or liquidity. The Company has entered into a series of agreements with certain of its or its predecessors’ legacy insurers and certain potential indemnitors to secure insurance coverage and/or reimbursement for the costs associated with the asbestos and silica-related lawsuits filed against the Company. The Company has also pursued litigation against certain insurers or indemnitors, where necessary. The Company has an insurance recovery receivable for probable asbestos related recoveries of approximately $100.4 million and $97.3 million as of December 31, 2017 and December 31, 2016 which was included in “Other assets” on the Consolidated Balance Sheets. The largest such recent action, Gardner Denver, Inc. v. Certain Underwriters at Lloyd’s, London, et al., was filed on July 9, 2010, in the Eighth Judicial Circuit, Adams County, Illinois, as case number 10-L-48 (the “Adams County Case”). In the lawsuit, the Company seeks, among other things, to require certain excess insurer defendants to honor their insurance policy obligations to the Company, including payment in whole or in part of the costs associated with the asbestos-related lawsuits filed against the Company. In October 2011, the Company reached a settlement with one of the insurer defendants, which had issued both primary and excess policies, for approximately the amount of such defendant’s policies that were subject to the lawsuit. Since then, the case has been proceeding through the discovery and motions process with the remaining insurer defendants. On January 29, 2016, the Company prevailed on the first phase of that discovery and motions process (“Phase I”). Specifically, the Court in the Adams County Case ruled that the Company has rights under all of the policies in the case, subject to their terms and conditions, even though the policies were sold to the Company’s former owners rather than to the Company itself. On June 9, 2016, the Court denied a motion by several of the insurers who sought permission to appeal the Phase I ruling immediately rather than waiting until the end of the whole case as is normally required. The case is now proceeding through the discovery process regarding the remaining issues in dispute (“Phase II”). A majority of the Company’s expected future recoveries of the costs associated with the asbestos-related lawsuits are the subject of the Adams County Case. The amounts recorded by the Company for asbestos-related liabilities and insurance recoveries are based on currently available information and assumptions that the Company believes are reasonable based on an evaluation of relevant factors. The actual liabilities or insurance recoveries could be higher or lower than those recorded if actual results vary significantly from the assumptions. There are a number of key variables and assumptions including the number and type of new claims to be filed each year, the resolution or outcome of these claims, the average cost of resolution of each new claim, the amount of insurance available, allocation methodologies, the contractual terms with each insurer with whom the Company has reached settlements, the resolution of coverage issues with other excess insurance carriers with whom the Company has not yet achieved settlements, and the solvency risk with respect to the Company’s insurance carriers. Other factors that may affect the future liability include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, legal rulings that may be made by state and federal courts, and the passage of state or federal legislation. The Company makes the necessary adjustments for the asbestos liability and corresponding insurance recoveries on an annual basis unless facts or circumstances warrant assessment as of an interim date. Environmental Matters The Company has been identified as a potentially responsible party (“PRP”) with respect to several sites designated for cleanup under U.S. federal “Superfund” or similar state laws that impose liability for cleanup of certain waste sites and for related natural resource damages. Persons potentially liable for such costs and damages generally include the site owner or operator and persons that disposed or arranged for the disposal of hazardous substances found at those sites. Although these laws impose joint and several liability on PRPs, in application the PRPs typically allocate the investigation and cleanup costs based upon the volume of waste contributed by each PRP. Based on currently available information, the Company was only a small contributor to these waste sites, and the Company has, or is attempting to negotiate, de minimis settlements for their cleanup. The cleanup of the remaining sites is substantially complete and the Company’s future obligations entail a share of the sites’ ongoing operating and maintenance expense. The Company is also addressing four on-site cleanups for which it is the primary responsible party. Three of these cleanup sites are in the operation and maintenance stage and one is in the implementation stage. The Company has undiscounted accrued liabilities of $7.5 million and $7.6 million as of December 31, 2017 and December 31, 2016, respectively, on its Consolidated Balance Sheet to the extent costs are known or can be reasonably estimated for its remaining financial obligations for the environmental matters discussed above and does not anticipate that any of these matters will result in material additional costs beyond amounts accrued. Based upon consideration of currently available information, the Company does not anticipate any material adverse effect on its results of operations, financial condition, liquidity or competitive position as a result of compliance with federal, state, local or foreign environmental laws or regulations, or cleanup costs relating to these matters. |
Other Operating Expense
Other Operating Expense | 12 Months Ended |
Dec. 31, 2017 | |
Other Operating Expense [Abstract] | |
Other Operating Expense | Note 19: Other Operating Expense The components of “Other operating expense, net” for the years ended December 31, 2017, 2016 and 2015 are as follows. For the Years Ended December 31, 2017 2016 2015 Other Operating Expense, Net Foreign currency transaction losses (gains), net $ 9.3 $ (5.9 ) $ 1.1 Restructuring charges (1) 5.3 32.9 4.7 Environmental remediation expenses (2) 0.9 5.6 - Stock-based compensation (3) 194.2 - - Other, net 12.4 16.0 14.9 Total other operating expense, net $ 222.1 $ 48.6 $ 20.7 (1) See Note 4 “Restructuring.” (2) Estimated environmental remediation costs recorded on an undiscounted basis for a former production facility. (3) Represents stock-based compensation expense recognized for stock options outstanding ($77.6 million) and DSUs granted to employees at the date of the initial public offering ($97.4 million) under the 2013 Stock Incentive Plan, and employer taxes related to DSUs granted to employees at the date of the initial public offering ($19.2 million). |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Information [Abstract] | |
Segment Information | Note 20: Segment Information A description of the Company’s three reportable segments, including the specific products manufactured and sold follows below. In the Industrials segment, the Company designs, manufactures, markets and services a broad range of air compression, vacuum and blower products across a wide array of technologies and applications. Almost every manufacturing and industrial facility, and many service and process industries, use air compression and vacuum products in a variety of applications such as operation of pneumatic air tools, vacuum packaging of food products and aeration of waste water. The Company maintains a leading position in its markets and serves customers globally. The Company offers comprehensive aftermarket parts and an experienced direct and distributor-based service network world-wide to complement all of its products. In the Energy segment, the Company designs, manufactures, markets and services a diverse range of positive displacement pumps, liquid ring vacuum pumps and compressors, and engineered loading systems and fluid transfer equipment, consumables, and associated aftermarket parts and services. It serves customers in the upstream, midstream, and downstream oil and gas markets, and various other markets including petrochemical processing, power generation, transportation, and general industrial. The Company is one of the largest suppliers in these markets and has long-standing customer relationships. Its positive displacement pumps are used in the oilfield for drilling, hydraulic fracturing, completion and well servicing. Its liquid ring vacuum pumps and compressors are used in many power generation, mining, oil and gas refining and processing, chemical processing and general industrial applications including flare gas and vapor recovery, geothermal gas removal, vacuum de-aeration, enhanced oil recovery, water extraction in mining and paper and chlorine compression in petrochemical operations. Its engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials. In the Medical segment, the Company designs, manufactures and markets a broad range of highly specialized gas, liquid and precision syringe pumps and compressors primarily for use in the medical, laboratory and biotechnology end markets. The Company’s customers are mainly medium and large durable medical equipment suppliers that integrate the Company’s products into their final equipment for use in applications such as oxygen therapy, blood dialysis, patient monitoring, wound treatment, and others. Further, with the recent acquisitions, the Company has expanded into liquid handling components and systems used in biotechnology applications including clinical analysis instrumentation. The Company also has a broad range of end use deep vacuum products for laboratory science applications. The Chief Operating Decision Maker (“CODM”) evaluates the performance of its reportable segments based on, among other measures, Segment Adjusted EBITDA. Management closely monitors the Segment Adjusted EBITDA of each reportable segment to evaluate past performance and actions required to improve profitability. Inter-segment sales and transfers are not significant. Administrative expenses related to the Company’s corporate offices and shared service centers in the United States and Europe, which includes transaction processing, accounting and other business support functions, are allocated to the business segments. Certain administrative The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to Loss Before Income Taxes for the years ended December 31, 2017, 2016 and 2015. 2017 2016 2015 Revenue Industrials $ 1,130.7 $ 1,082.3 $ 1,149.7 Energy 1,014.5 628.4 753.5 Medical 230.2 228.7 223.7 Total Revenue $ 2,375.4 $ 1,939.4 $ 2,126.9 Segment Adjusted EBITDA Industrials $ 242.7 $ 217.6 $ 197.6 Energy 296.1 143.8 186.8 Medical 62.4 61.9 59.5 Total Segment Adjusted EBITDA 601.2 423.3 443.9 Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes (1) Corporate expenses not allocated to segments 39.7 22.6 25.0 Interest expense 140.7 170.3 162.9 Depreciation and amortization expense 173.8 172.7 163.0 Impairment of goodwill and other intangible assets (a) 1.6 25.3 421.4 Sponsor fees and expenses (b) 17.3 4.8 4.6 Restructuring and related business transformation costs (c) 24.7 78.7 31.4 Acquisition related expenses and non-cash charges (d) 4.1 4.3 4.8 Environmental remediation loss reserve (e) 0.9 5.6 - Expenses related to public stock offerings (f) 4.1 - - Establish public company financial reporting compliance (g) 8.1 0.2 - Stock-based compensation (h) 194.2 - - Loss on extinguishment of debt (i) 84.5 - - Foreign currency transaction losses (gains), net 9.3 (5.9 ) 1.1 Other adjustments (j) 10.9 7.9 (3.6 ) Loss Before Income Taxes $ (112.7 ) $ (63.2 ) $ (366.7 ) (1) In the fourth quarter of fiscal 2017, the Company provided greater detail in presenting reconciling items from Loss Before Income Taxes. The reconciling items for the years ended December 31, 2016 and 2015 have been restated to conform to the methodology used in the year ended December 31, 2017, and include the following. (a) Represents non-cash charges for impairment of goodwill and other intangible assets. (b) Represents management fees and expenses paid to our Sponsor, including a monitoring agreement termination fee of $16.2 million paid in 2017 concurrent with our initial public offering on May 12, 2017. (c) Restructuring and related business transformation costs consist of the following. Year Ended December 31, (in millions) 2017 2016 2015 Restructuring charges $ 5.3 $ 32.9 $ 4.7 Severance, sign-on, relocation and executive search costs 3.5 22.4 18.4 Facility reorganization, relocation and other costs 5.3 8.7 1.6 Information technology infrastructure transformation 5.2 2.3 - Losses (gains) on asset and business disposals 0.8 0.1 (4.5 ) Consultant and other advisor fees 1.7 9.7 10.1 Other, net 2.9 2.6 1.1 Total restructuring and related business transformation costs $ 24.7 $ 78.7 $ 31.4 (d) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs and non-cash charges and credits arising from fair value purchase accounting adjustments. (e) Represents estimated environmental remediation costs and losses relating to a former production facility. (f) Represents expenses related to the Company’s initial stock offering and subsequent secondary offerings. (g) Represents third party expenses to comply with the requirements of Sarbanes-Oxley in 2018 and the accelerated adoption of the new revenue recognition standard (ASC 606 – Revenue from Contracts with Customers) in the first quarter of 2018, one year ahead of the required adoption date for a private company. These expenses were previously included in ‘Expenses related to initial stock offering’ and prior periods have been restated to conform to the current period presentation. (h) Represents stock-based compensation expense recognized for stock options outstanding for the year ended December 31, 2017 of ($77.6 million) and DSUs granted to employees at the date of the initial public offering for the year ended December 31, 2017 of ($97.4 million) and employer taxes related to DSUs granted to employees at the date of the initial public offering ($19.2 million). See Note 15 “Stock-Based Compensation.” (i) Represents losses on extinguishment of debt recognized on the redemption of the senior notes and pay down of a portion of the Original Dollar Term Loan Facility and proceeds from the initial public offering in May 2017 ($50.4 million) and in connection with the refinancing of the Original Dollar Term Loan Facility and Euro Term Loan Facility in August 2017 ($34.1 million). (j) Includes (i) non-cash impact of net LIFO reserve adjustments, (ii) effects of amortization of prior service costs and amortization of gains in pension and other postretirement benefits (OPEB) expense, (iii) certain legal and compliance costs and (iv) other miscellaneous adjustments. The following tables provide summarized information about the Company’s reportable segments. Identifiable Assets 2017 2016 2015 Industrials $ 2,029.4 $ 1,943.6 $ 2,078.9 Energy 1,681.5 1,501.0 1,572.8 Medical 511.1 486.3 469.6 Total 4,222.0 3,930.9 4,121.3 General corporate (unallocated) 399.2 385.1 340.7 Total identifiable assets $ 4,621.2 $ 4,316.0 $ 4,462.0 Depreciation and Amortization Expense 2017 2016 2015 Industrials $ 94.5 $ 96.0 $ 89.1 Energy 56.7 55.5 53.8 Medical 22.6 21.2 20.1 Total depreciation and amortization expense $ 173.8 $ 172.7 $ 163.0 Capital Expenditures 2017 2016 2015 Industrials $ 26.7 $ 44.7 $ 25.8 Energy 21.1 21.4 38.6 Medical 9.0 8.3 6.6 Total $ 56.8 $ 74.4 $ 71.0 The following table presents revenues and property, plant and equipment by geographic region. Revenues have been attributed based on the products’ shipping destination. No country other than the United States comprises greater than 10% of consolidated revenue. Aggregating global revenues by product is currently not practical. Revenues Property, Plant and Equipment, net 2017 2016 2015 2017 2016 2015 United States $ 1,048.5 $ 695.8 $ 865.7 $ 198.4 $ 197.9 $ 187.2 Other Americas 161.5 106.2 140.2 6.8 7.2 5.8 Total Americas 1,210.0 802.0 1,005.9 205.2 205.1 193.0 EMEA (1) 861.1 800.2 751.3 132.3 125.3 116.3 Asia Pacific 304.3 337.2 369.7 25.7 28.0 31.5 Total $ 2,375.4 $ 1,939.4 $ 2,126.9 $ 363.2 $ 358.4 $ 340.8 (1) Europe, Middle East and Africa (“EMEA”) |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2017 | |
Related Party [Abstract] | |
Related Party | Note 21: Related Party Affiliates of KKR participated as (i) a lender in the Company’s Senior Secured Credit Facilities discussed in Note 10, “Debt,” (ii) an underwriter in the Company’s initial public offering, and (iii) a provider of services for the debt refinancing transaction. KKR exited its position in the Original Dollar Term Loan Facility during 2015 and did not hold a position in the Original Dollar Term Loan Facility or the Original Euro Term Loan Facility until their extinguishment on August 17, 2017. KKR held a position in the Euro Term Loan Facility of €49.9 million as of December 31, 2017. KKR Capital Markets LLC, an affiliate of our Sponsor, acted as an underwriter in connection with the initial public offering of the Company’s stock and received underwriter discounts and commissions of approximately $8.9 million. In August 2017, KKR Capital Markets LLC received $1.5 million for services rendered in connection with the debt refinancing transaction. The Company entered into a monitoring agreement, dated July 30, 2013, with KKR pursuant to which KKR will provide management, consulting and financial advisory services to the Company and its divisions, subsidiaries, parent entities and controlled affiliates. Under the terms of the monitoring agreement the Company was, among other things, obligated to pay KKR (or such affiliate(s) as KKR designates) an aggregate annual management fee in the initial annual amount of $3.5 million, payable in arrears at the end of each fiscal quarter, plus upon request all reasonable out of pocket expenses ($0.0 million, $0.7 million, and $0.7 million of expenses were incurred in the fiscal years ended December 31, 2017, 2016 and 2015) incurred in connection with the provision of services under the agreement. The management fee increases at a rate of 5% per year effective on January 1, 2014. The Company incurred management fees to KKR of $17.3 million, $4.1 million, and $3.9 million for the years ended December 31, 2017, 2016 and 2015. In connection with the Company’s initial public offering, the monitoring agreement was terminated in accordance with its terms and the Company paid a termination fee of $16.2 million during the year ended December 31, 2017 which is included in the “Selling and administrative expenses” line of the Consolidated Statements of Operations. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings (Loss) Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 22: Earnings (Loss) Per Share The computations of basic and diluted income (loss) per share are as follows. Years Ended December 31, 2017 2016 2015 Net income (loss) $ 18.5 $ (31.3 ) $ (352.0 ) Less: Net income (loss) attributable to noncontrolling interest 0.1 5.3 (0.8 ) Net income (loss) attributable to Gardner Denver Holdings, Inc. $ 18.4 $ (36.6 ) $ (351.2 ) Average shares outstanding: Basic 182.2 149.2 149.6 Diluted 188.4 149.2 149.6 Earnings (loss) per share: Basic $ 0.10 $ (0.25 ) $ (2.35 ) Diluted $ 0.10 $ (0.25 ) $ (2.35 ) The DSUs described in Note 15 “Stock-Based Compensation” are considered outstanding shares for the purpose of computing basic earnings (loss) per share because they will become issued solely upon the passage of time. For the year ended December 31, 2017 there were 0.7 million anti-dilutive shares that were not included in the computation of diluted loss per share. For the years ended December 31, 2016 and 2015 there were, 13.3 million and 17.0 million potentially dilutive stock-based awards that were not included in the computation of diluted loss per share because their inclusion would be anti-dilutive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 23: Subsequent Events Subsequent to December 31, 2017, on February 8, 2018, the Company acquired 100% of the stock of Runtech Systems Oy (“Runtech”), a leading global manufacturer of turbo vacuum technology systems and optimization solutions for industrial applications. Runtech will be part of Gardner Denver’s Industrials Segment. The Company acquired all of the assets and assumed certain liabilities of Runtech for total cash consideration of approximately $93 million, net of cash acquired. The acquisition was funded by cash on hand. |
SCHEDULE I - FINANCIAL STATEMEN
SCHEDULE I - FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2017 | |
SCHEDULE I - FINANCIAL STATEMENTS [Abstract] | |
SCHEDULE I - FINANCIAL STATEMENTS | SCHEDULE 1 – GARDNER DENVER HOLDINGS, INC (PARENT COMPANY ONLY) STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Dollars in millions) For the Years Ended December 31, 2017 2016 2015 Revenues $ - $ - $ - Cost of sales - - - Gross Profit - - - Operating costs 19.5 12.9 7.4 Other operating expense, net 175.0 - - Operating Loss (194.5 ) (12.9 ) (7.4 ) Interest income 20.7 - - Other income, net - - - Loss Before Income Taxes (173.8 ) (12.9 ) (7.4 ) Income tax benefit (16.1 ) (4.5 ) (2.5 ) Loss of Parent Company (157.7 ) (8.4 ) (4.9 ) Equity in undistributed income (loss) of subsidiaries 176.1 (28.2 ) (346.3 ) Net Income (Loss) 18.4 (36.6 ) (351.2 ) Other comprehensive income (loss) 142.6 (76.8 ) (130.3 ) Comprehensive Income (Loss) $ 161.0 $ (113.4 ) $ (481.5 ) SCHEDULE 1 – GARDNER DENVER HOLDINGS, INC (PARENT COMPANY ONLY) BALANCE SHEETS (Dollars in millions) As of December 31, 2017 2016 Assets Current assets: Cash and cash equivalents $ 0.2 $ 0.3 Total current assets 0.2 0.3 Equity in net assets of subsidiaries 605.9 276.9 Intercompany receivables 865.1 - Deferred tax assets 22.2 7.0 Total assets $ 1,493.4 $ 284.2 Liabilities and Stockholders' Equity Intercompany payables $ - $ 18.2 Other liabilities 16.6 0.1 Total liabilities 16.6 18.3 Stockholders' equity: Common stock, $0.01 par value; 1,000,000,000 shares authorized;198,377,237 and 150,552,360 shares issued at December 31, 2017 2.0 1.5 Capital in excess of par value 2,275.4 1,222.4 Accumulated deficit (577.8 ) (596.2 ) Treasury stock at cost; 2,159,266 and 1,897,454 shares at December 31, 2017 and 2016, respectively (23.0 ) (19.4 ) Accumulated other comprehensive loss (199.8 ) (342.4 ) Total Gardner Denver Holdings, Inc. stockholders' equity 1,476.8 265.9 Total liabilities and stockholders' equity $ 1,493.4 $ 284.2 SCHEDULE 1 – GARDNER DENVER HOLDINGS, INC (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS (Dollars in millions) For the Years Ended December 31, 2017 2016 2015 Cash Flows From Operating Activities: Net cash provided by (used in) operating activities $ 9.2 $ 11.1 $ (2.0 ) Cash Flows From Investing Activities: Advances to subsidiaries (899.3) - - Net cash used in investing activities (899.3) - - Cash Flows From Financing Activities: Purchases of treasury stock (3.6 ) (14.1 ) (2.1 ) Proceeds from the issuance of common stock 893.6 3.3 4.2 Net cash provided by (used in) financing activities 890.0 (10.9 ) 2.1 (Decrease) increase in cash and cash equivalents (0.1 ) 0.2 0.0 Cash and cash equivalents, beginning of year 0.3 0.1 0.0 Cash and cash equivalents, end of year $ 0.2 $ 0.3 $ 0.1 SCHEDULE I - GARDNER DENVER HOLDINGS, INC. (PARENT COMPANY ONLY) NOTES TO CONDENSED FINANCIAL STATEMENTS 1. Overview and Basis of Presentation On July 30, 2013, Gardner Denver, Inc. was acquired by an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”). The acquisition (also referred to as the “Merger”) was effected by the merger of Renaissance Acquisition Corp. with and into Gardner Denver, Inc., with Gardner Denver, Inc. being the surviving corporation. As a result of the Merger, Gardner Denver, Inc. became a wholly-owned subsidiary of Gardner Denver Holdings, Inc. (formerly Renaissance Parent Corp.) Gardner Denver Holdings, Inc. Parent Company only financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements included in this report. The accounting policies for the registrant are the same as those described in Note 1 in the section, “Notes to the Consolidated Financial Statements”. 2. Subsidiary Transactions Investment in Subsidiaries Gardner Denver Holdings, Inc.’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries. Advances to Subsidiaries On June 30, 2017, Gardner Denver Holdings Inc, entered into an $899.3 million promissory note receivable from Gardner Denver Inc. The promissory note bears an annual interest rate of 4.5677% and payments are due on last day of December, or the first regular business day immediately following such date, commencing on December 31, 2017. The principal balance may be increased in lieu of payment of interest with the mutual agreement of both the borrower and the lender. Principal shall become due and payable in full on demand. Dividends and Capital Distributions There were no dividends received from subsidiaries during the years ended December 31, 2017, 2016 and 2015. 3. Debt A discussion of long-term debt, including the five-year debt maturity schedule, can be found in Note 10 in the section, “Notes to the Consolidated Financial Statements”. Gardner Denver Holdings, Inc. had no long-term debt obligations as of December 31, 2017 and 2016. 4. Contingencies For a summary of contingencies, see Note 18 in the section, “Notes to the Consolidated Financial Statements”. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Overview and Basis of Presentation | Overview and Basis of Presentation Gardner Denver Holdings, Inc. is a holding company whose operating subsidiaries are Gardner Denver, Inc. (“GDI”) and certain of GDI’s subsidiaries. GDI is a diversified, global manufacturer of highly engineered, application-critical flow control products and provider of related aftermarket parts and services. The accompanying consolidated financial statements include the accounts of Gardner Denver Holdings, Inc. and its majority-owned subsidiaries (collectively referred to herein as “Gardner Denver” or the “Company”). The Company’s initial public offering of shares of common stock was completed in May 2017. In connection with the offering, the Company sold a total of 47,495,000 shares of common stock for cash consideration of $20.00 per share ($18.90 per share net of underwriting discounts) and received proceeds of $949.9 million. Expenses for underwriting discounts and commissions related to this offering totaled approximately $52.2 million, resulting in net proceeds of $897.7 million. Additional expenses directly related to the initial public offering of $4.6 million were incurred and recorded as a reduction to the “Capital in excess of par value” line in the Consolidated Balance Sheets. On November 15, 2017, the Company completed a secondary offering for a total of 25,300,000 shares of common stock held by affiliates of Kohlberg Kravis Roberts & Co. L.P (collectively, the “Selling Stockholders”), including 3,300,000 shares sold pursuant to the over-allotment option granted to underwriters. The public offering price for this secondary offering was $27.25 per share, before deducting underwriting discounts and commissions. The 3,300,000 shares issued and sold by selling stockholders pursuant to the over-allotment option granted to the underwriters was exercised concurrently with the closing of the secondary offering. The Company did not sell any shares of Common Stock in the public offering and did not receive any proceeds. After the completion of the initial public offering and the secondary offering, affiliates of Kohlberg Kravis Roberts & Co. L.P. continue to control a majority of the voting power of the Company’s common stock. As a result, the Company is considered a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its majority-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. |
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 amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company regularly evaluates the estimates and assumptions related to the allowance for doubtful accounts, inventory valuation, warranty reserves, fair value of stock-based awards, goodwill, intangible asset, and long-lived asset valuations, employee benefit plan liabilities, income tax liabilities and deferred tax assets and related valuation allowances, uncertain tax positions, restructuring reserves, and litigation and other loss contingencies. Actual results could differ materially and adversely from those estimates and assumptions, and such results could affect the Company’s consolidated net income, financial position, or cash flows. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is not the U.S. Dollar (“USD”), are translated at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average rates prevailing during the year. Adjustments resulting from the translation of the assets and liabilities of foreign operations into USD are excluded from the determination of net income (loss), and are reported in accumulated other comprehensive (loss) income, a separate component of stockholders’ equity, and included as a component of other comprehensive (loss) income. Assets and liabilities of subsidiaries that are denominated in currencies other than the subsidiaries’ functional currency are remeasured into the functional currency using end of period exchange rates, or historical rates for certain balances, where applicable. Gains and losses related to these remeasurements are recorded within the Consolidated Statements of Operations as a component of “Other operating expense, net.” |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of products and services to end customers and distributors under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 605, Revenue Recognition Service revenue is recognized when services are performed and collection is reasonably assured. For maintenance and extended warranty arrangements with customers, revenue is recognized on a straight-line basis over the life of the contract, unless sufficient historical evidence indicates that the cost of providing these services is incurred on an other than straight-line basis. Service revenue represents less than 10% of consolidated revenue. |
Cost of Sales | Cost of Sales Cost of sales includes the costs the Company incurs, including purchased materials, labor and overhead related to manufactured products and aftermarket parts sold during a period. Depreciation related to manufacturing equipment and facilities is included in cost of sales. Purchased materials represents the majority of cost of sales, with steel, aluminum, copper and partially finished castings representing the most significant materials inputs. Cost of sales for services includes the direct costs the Company incurs including direct labor, parts and other overhead costs including depreciation of equipment and facilities used to deliver repair, maintenance, and other field services activities to the Company’s customers. |
Selling and Administrative Expenses | Selling and Administrative Expenses Selling and administrative expenses consist of (i) employee related salary, benefits and other expenses for selling, administrative functions and other activities not associated with the manufacture of products or delivery of services to customers; (ii) the costs of marketing and direct costs of selling products and services to customers including internal and external sales commissions; (iii) facilities costs including office rent, maintenance, depreciation, and insurance for selling and administrative activities; (iv) research and development expenditures; (v) professional and consultant fees; and (vi) sponsor fees and expenses; (vii) expenses related to our public stock offerings and to establish public company reporting compliance; and (viii) other miscellaneous expenses. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are highly liquid investments primarily consisting of demand deposits and have original maturities of three months or less. Accordingly, the carrying amount of such instruments is considered a reasonable estimate of fair value. As of December 31, 2017 and 2016, cash of $4.4 million and $2.6 million, respectively, was pledged to financial institutions as collateral to support the issuance of standby letters of credit and similar instruments on behalf of the Company. |
Accounts Receivable | Accounts Receivable Trade accounts receivable consist of amounts owed for products shipped to or services performed for customers. Reviews of customers’ creditworthiness are performed prior to order acceptance or order shipment. Trade accounts receivable are recorded at net realizable value. This value includes an appropriate allowance for doubtful accounts for estimated losses that may result from the Company’s inability to fully collect amounts due from its customers. The allowance is determined based on a combination of factors, including the length of time that the trade receivables are past due, history of write-offs, and the Company’s knowledge of circumstances relating to specific customers’ ability to meet their financial obligations. |
Inventories | Inventories Inventories, which consist primarily of raw materials and finished goods, are carried at the lower of cost or net realizable value. Fixed manufacturing overhead is allocated to the cost of inventory based on the normal capacity of production facilities. Unallocated overhead during periods of abnormally low production levels is recognized as cost of sales in the period in which it is incurred. |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment includes the historical cost of land, buildings, equipment, and significant improvements to existing plant and equipment or in the case of acquisitions, a fair market value appraisal of such assets completed at the time of acquisition. Repair and maintenance costs that do not extend the useful life of an asset are recorded as an expense as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are generally as follows: buildings — 10 to 50 years; machinery and equipment — 7 to 15 years; office furniture and equipment — 3 to 10 years; and tooling, dies, patterns, etc. — 3 to 7 years. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired, liabilities assumed, and non-controlling interests, if any. Intangible assets, including goodwill, are assigned to the Company’s reporting units based upon their fair value at the time of acquisition. Goodwill and indefinite-lived intangibles such as trademarks are not subject to amortization but are assessed for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired or that there is a probable reduction in the fair value of a reporting unit below its aggregate carrying value. The Company tests goodwill for impairment annually in the fourth quarter of each year using data as of October 1 of that year. Upon adoption of ASU 2017-04, the impairment test consists of comparing the fair value of the reporting unit to the carrying value of the reporting unit. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; provided, the loss recognized cannot exceed the total amount of goodwill allocated to the reporting unit. If applicable, we consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The Company determined fair values for each of the reporting units using a combination of the income and market multiple approaches which are weighted 75% and 25%, respectively. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for each reporting unit. Actual results may differ from those assumed in the Company’s forecasts. The Company derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the cost of equity financing. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in its internally developed forecasts. Under the market approach, the Company applies performance multiples from comparable public companies, adjusted for relative risk, profitability, and growth considerations, to the reporting units to estimate fair value. The Company tests intangible assets with indefinite lives annually for impairment using a relief from royalty discounted cash flow fair value model. The quantitative impairment test for indefinite-lived intangible assets involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The relief from royalty method requires the Company to estimate forecasted revenues and determine appropriate discount rates, royalty rates, and terminal growth rates. See Note 8 “Goodwill and Other Intangible Assets” for additional information related to impairment testing for goodwill and other intangible assets. |
Long-Lived Assets Including Intangible Assets With Finite Useful Lives | Long-Lived Assets Including Intangible Assets With Finite Useful Lives Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which vary depending on the type of intangible assets. The estimated useful lives are as follows: customer lists and relationships — 12-13 years, acquired technology — 12, 15, or 25 years, certain trademarks — 10 years, and other intangibles —predominately 5 years. The Company reviews long-lived assets, including identified intangible assets with finite useful lives and subject to amortization for impairment, whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the related long-lived assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the assets exceeds their fair value and the impaired assets are written down to their fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Assets to be disposed are reported at the lower of the carrying amount or fair value, less costs to dispose. |
Warranty Reserves | Warranty Reserves Most of the Company’s product sales are covered by warranty provisions that generally provide for the repair or replacement of qualifying defective items for a specified period after the time of sale, typically 12 months. The Company establishes reserves for estimated product warranty costs at the time revenue is recognized based upon historical warranty experience and additionally for any known product warranty issues. The Company’s warranty obligation has been and may in the future be affected by product failure rates, repair or field replacement costs, and additional development costs incurred in correcting any product failure. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is measured for all stock-based equity awards made to employees and non-employee directors based on the estimated fair value as of the grant date. The determination of the fair values of stock-based awards at the grant date requires judgment, including estimating the expected term of the relevant stock-based payment awards, and the expected volatility of the Company’s stock. The fair value of each See Note 15 “Stock-Based Compensation Plans” for additional information regarding the Company’s equity compensation plans. |
Pension and Other Postretirement Benefits | Pension and Other Postretirement Benefits The Company sponsors a number of pension plans and other postretirement benefit plans worldwide. The calculation of the pension and other postretirement benefit obligations and net periodic benefit cost under these plans requires the use of actuarial valuation methods and assumptions. These assumptions include the discount rates used to value the projected benefit obligations, future rate of compensation increases, expected rates of return on plan assets and expected healthcare cost trend rates. The discount rates selected to measure the present value of the Company’s benefit obligations as of December 31, 2017 and 2016 were derived by examining the rates of high-quality, fixed income securities whose cash flows or duration match the timing and amount of expected benefit payments under the plans. In accordance with GAAP, actual results that differ from the Company’s assumptions are recorded in accumulated other comprehensive income (loss) and amortized through net periodic benefit cost over future periods. While management believes that the assumptions are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension and other postretirement benefit obligations and future net periodic benefit cost. See Note 11 “Benefit Plans” for disclosures related to Gardner Denver’s benefit plans, including quantitative disclosures reflecting the impact that changes in certain assumptions would have on service and interest costs and benefit obligations. |
Income Taxes | Income Taxes The Company has determined income tax expense and other deferred income tax information based on the asset and liability method. Deferred income taxes are provided on temporary differences between assets and liabilities for financial and tax reporting purposes as measured by enacted tax rates expected to apply when temporary differences are settled or realized. A valuation allowance is established for the portion of deferred tax assets for which it is not more likely than not that a tax benefit will be realized. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. The Company believes that its income tax liabilities, including related interest, are adequate in relation to the potential for additional tax assessments. There is a risk, however, that the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in income tax expense and, therefore, could have a material impact on the Company’s tax provision, net income, and cash flows. The Company reviews its liabilities quarterly, and may adjust such liabilities due to proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations or new case law, negotiations between tax authorities of different countries concerning transfer prices, the resolution of audits, or the expiration of statutes of limitations. Adjustments are most likely to occur in the year during which major audits are closed. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affected 2017, including, but not limited to, (1) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years, (2) bonus depreciation that will allow for full expensing of qualified property, and (3) a change in US deferred tax assets and liabilities relating to the US tax rate reduction from 35% to 21%. The Tax Act also establishes new tax laws that will affect 2018, including, but not limited to, (1) reduction of the U.S. federal corporate tax rate; (2) elimination of the corporate alternative minimum tax (“AMT”); (3) the creation of the base erosion anti-abuse tax (“BEAT”), a new minimum tax; (4) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (5) a new provision designed to tax global intangible low-taxed income (“GILTI”), which allows for the possibility of using foreign tax credits (“FTC”) and a deduction of up to 50% to offset the income tax liability (subject to some limitations); (6) a new limitation on deductible interest expense; (7) the repeal of the domestic production activity deduction; (8) limitations on the deductibility of certain executive compensation; (9) limitations on the use of FTCs to reduce the U.S. income tax liability; and (10) limitations on net operating losses (“NOL”) generated after December 31, 2017, to 80% of taxable income. The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under FASB Accounting Standard Codification 740 (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. For various reasons we have not completed our accounting for the income tax effects of certain elements of the Tax Act. If we were able to make reasonable estimates of the effects of elements for which our analysis is not yet complete, we recorded provisional adjustments, as described above. If we were not yet able to make reasonable estimates of the impact of certain elements, we have not recorded any adjustments related to those elements and have continued accounting for them in accordance with ASC 740 on the basis of the tax laws in effect before the Tax Act. As we complete our accounting of the income tax effects of the Tax Act, we anticipate that we may record additional charges or benefits at such time as prescribed by ASC 740 and SAB 118, and as further information becomes available regarding the Tax Act, we may make further adjustments to the provisions that have been recorded in our financial statements. We also continue to examine the impact this tax reform legislation may have on our business. The Tax Act reduces the corporate tax rate to 21%, effective January 1, 2018. While we are able to make a reasonable estimate of the impact of the reduction in corporate rate, it may be affected by other analyses related to the Tax Act, including, but not limited to, our calculation of deemed repatriation of deferred foreign income and the state tax effect of adjustments made to federal temporary differences. The Deemed Repatriation Transition Tax (“Transition Tax”) is a tax on previously untaxed accumulated and current earnings and profits (“E&P”) of certain of our foreign subsidiaries. To determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, the amount of non-U.S. income taxes paid on such earnings, and the impact of the accumulated overall foreign source loss on our ability to utilize foreign tax credits. We are able to make a reasonable estimate of the Transition Tax and recorded a provisional Transition Tax obligation. However, we are continuing to gather additional information to more precisely compute the amount of the Transition Tax. Our accounting for the following elements of the Tax Act is incomplete, and we were not yet able to make reasonable estimates of the effects. Therefore, no provisional adjustments, other than the adjustment related to the effect of the transitional tax, were recorded related to ASC 740-30 (formerly Accounting Principles Board 23). The Tax Act creates a new requirement that certain income (i.e., GILTI) earned by controlled foreign corporations (“CFC”) must be included currently in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s “net CFC tested income” over the net deemed tangible income return, which is currently defined as the excess of (1) 10% of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. Because of the complexity of the new GILTI tax rules, we are continuing to evaluate this provision of the Tax Act and the application of ASC 740. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). Because whether we expect to have future U.S. inclusions in taxable income related to GILTI depends on not only our current structure and estimated future results of global operations but also our intent and ability to modify our structure and/or our business, we are not yet able to reasonably estimate the effect of this provision of the Tax Act. Due to these complexities, we have not been able to determine if our company policy concerning permanent reinvestment will change as a result of the new Tax Act. No additional adjustments relating to ASC 740-30 have been recorded in accordance with SAB 118 as we are not currently able to reasonably estimate the impact as of the filing of the December 31, 2017 financial statements. See Note 14 “Income Taxes” for additional information regarding the Company’s income taxes. |
Research and Development | Research and Development For the years ended December 31, 2017, 2016, and 2015, the Company spent approximately $26 million, $22 million, and $26 million, respectively, on research activities relating to the development of new products and new product applications. All such expenditures were funded by the Company and were expensed as incurred. |
Derivative Financial Instruments | Derivative Financial Instruments All derivative financial instruments are reported on the balance sheet at fair value. For derivative instruments that are not designated as hedges, any gain or loss on the derivatives is recognized in earnings in the Hedge accounting is discontinued prospectively when (1) it is determined that a derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item; (2) the derivative is sold, terminated, or exercised; (3) the hedged item no longer meets the definition of a firm commitment; or (4) it is unlikely that a forecasted transaction will occur within two months of the originally specified time period. When hedge accounting is discontinued because it is determined that the derivative no longer qualifies as an effective fair-value hedge, the derivative continues to be carried on the balance sheet at its fair value, and the changes in the fair value of the hedged asset or liability is recorded to the statement of operations. When cash flow hedge accounting is discontinued because the derivative is sold, terminated, or exercised, the net gain or loss remains in accumulated other comprehensive income and is reclassified into earnings in the same period that the hedged transaction affects earnings or until it becomes unlikely that a hedged forecasted transaction will occur within two months of the originally scheduled time period. When hedge accounting is discontinued because a hedged item no longer meets the definition of a firm commitment, the derivative continues to be carried on the balance sheet at its fair value, and any asset or liability that was recorded pursuant to recognition of the firm commitment is removed from the balance sheet and recognized as a gain or loss currently in earnings. When hedge accounting is discontinued because it is probable that a forecasted transaction will not occur within two months of the originally specified time period, the derivative continues to be carried on the balance sheet at its fair value, and gains and losses reported in accumulated other comprehensive income are recognized immediately in the statement of operations. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company’s comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), consisting of (i) unrealized foreign currency net gains and losses on the translation of the assets and liabilities of its foreign operations; (ii) realized and unrealized foreign currency gains and losses on intercompany notes of a long-term nature and hedges of net investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges (consisting of interest rate swaps), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. See Note 13 “Accumulated Other Comprehensive (Loss) Income.” |
Restructuring Charges | Restructuring Charges The Company incurs costs in connection with the closure and consolidation of facilities and other actions. Such costs include employee termination benefits (one-time arrangements and benefits attributable to prior service), termination of contractual obligations, and other direct incremental costs. A liability is established through a charge to operations for (i) one-time employee termination benefits when management commits to a plan of termination; (ii) employee termination benefits that accumulate or vest based on prior service when it becomes probable that such termination benefits will be paid and the amount of the payment can be reasonably estimated; and (iii) contract termination costs when the contract is terminated or the Company becomes contractually obligated to make such payment. If an operating lease is not terminated, a liability is established when the Company completely ceases use of the leased property. Other direct incremental costs are charged to operations as incurred. Charges recorded in connection with restructuring plans are included in “Other operating expense, net” in the Consolidated Statements of Operations. |
Business Combinations | Business Combinations The Company accounts for business combinations by applying the acquisition method. The Company’s consolidated financial statements include the operating results of acquired entities from the respective dates of acquisition. The Company recognizes and measures the identifiable assets acquired, liabilities assumed, and any non-controlling interest as of the acquisition date at fair value. The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired, liabilities assumed, and any non-controlling interest is recognized as goodwill in the Consolidated Balance Sheets. Costs incurred by the Company to effect a business combination other than costs related to the issuance of debt or equity securities are included in the Consolidated Statements of Operations in the period the costs are incurred. |
Earnings (Loss) per Share | Earnings (Loss) per Share The calculation of earnings (loss) per share (“EPS”) is based on the weighted-average number of the Company’s shares outstanding for the applicable period. The calculation of diluted earnings (loss) per share reflects the effect of all dilutive potential shares that were outstanding during the respective periods, unless the effect of doing so is antidilutive. The Company uses the treasury stock method to calculate the effect of outstanding share-based compensation awards. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
New Accounting Standards [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) . The amendments in this update will replace most of the existing GAAP revenue recognition guidance. The core principle of this ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and changes in judgments. The Company will adopt the ASU on January 1, 2018 using the modified retrospective approach and with the cumulative effect of initially applying the update recognized as an adjustment to the opening balance of “Accumulated deficit” on the Consolidated Balance Sheets. The Company has completed an evaluation of its revenue activities against the requirements of the ASU. During the evaluation, the Company identified certain contractual arrangements involving customer specific application engineering primarily in the Energy segment that will, in certain circumstances, meet the criteria for revenue recognition over time under the new standard. The contracts meeting this criteria are those with no alternative use and terms and conditions which specify the recovery of cost plus a reasonable margin for work performed to-date in the event of cancellation for convenience. Currently, revenue on these arrangements is recognized when each performance obligation is complete or substantially complete, provided all other revenue recognition criteria have been met. The Company has completed the process of updating its information systems to comply with the requirements of the ASU. Based upon our assessment of contracts in process as of December 31, 2017, the Company does not anticipate a material cumulative adjustment to opening “Accumulated deficit” on the Consolidated Balance Sheets as a result of adoption. Historically, a significant portion of the Energy segment project revenue has been recognized when projects ultimately ship in the Company’s fourth quarter. An effect of the adoption of the ASU will be to accelerate a portion of this revenue to earlier quarters for those contracts qualifying for revenue recognition over time. The magnitude of the effect in a given quarter will be dependent upon the number and magnitude of active highly engineered project contracts with terms and conditions which require revenue recognition over time. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring [Abstract] | |
Restructuring Programs by Segment | The following table summarizes the activity associated with the Company’s restructuring programs by segment for the years ended December 31, 2017, 2016 and 2015, respectively. Industrials Program Energy Program Medical Program Total Balance at December 31, 2014 $ 2.5 $ - $ - $ 2.5 Charged to expense - termination benefits 3.8 - - 3.8 Charged to expense - other 0.9 - - 0.9 Payments (5.1 ) - - (5.1 ) Other, net (0.1 ) - - (0.1 ) Balance at December 31, 2015 $ 2.0 $ - $ - $ 2.0 Charged to expense - termination benefits 21.0 4.9 4.2 30.1 Charged to expense - other 2.0 0.8 - 2.8 Payments (13.3 ) (0.3 ) - (13.6 ) Other, net (0.6 ) 0.2 - (0.4 ) Balance at December 31, 2016 $ 11.1 $ 5.6 $ 4.2 $ 20.9 Charged to expense - termination benefits 3.6 (0.1 ) (1.1 ) 2.4 Charged to expense - other 2.1 0.7 0.1 2.9 Payments (13.2 ) (4.9 ) (2.5 ) (20.6 ) Other, net 0.7 - 0.4 1.1 Balance at December 31, 2017 $ 4.3 $ 1.3 $ 1.1 $ 6.7 |
Allowance for Doubtful Accoun35
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Allowance for Doubtful Accounts [Abstract] | |
Allowance for Doubtful Trade Accounts Receivable | The allowance for doubtful trade accounts receivable for the years ended December 31, 2017, 2016 and 2015 consisted of the following. 2017 2016 2015 Balance at beginning of the period $ 18.7 $ 19.3 $ 16.8 Provision charged to expense 3.5 2.7 5.7 Write-offs, net of recoveries (4.8 ) (2.4 ) (2.0 ) Charged to other accounts (1) 1.3 (0.9 ) (1.2 ) Balance at end of the period $ 18.7 $ 18.7 $ 19.3 (1) Primarily includes the effect of foreign currency translation adjustments for the Company's subsidiaries with functional currencies other than the USD. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventories [Abstract] | |
Inventories | Inventories as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Raw materials, including parts and subassemblies $ 362.6 $ 312.9 Work-in-process 57.9 45.3 Finished goods 60.6 69.8 481.1 428.0 Excess of LIFO costs over FIFO costs 13.4 15.9 Inventories $ 494.5 $ 443.9 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant, and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, plant, and equipment, net as of December 31, 2017 and 2016 consisted of the following. 2017 2016 Land and land improvements $ 34.7 $ 34.4 Buildings 137.4 122.7 Machinery and equipment 261.8 217.3 Tooling, dies, patterns, etc. 55.9 42.9 Office furniture and equipment 37.3 26.6 Other 16.9 9.8 Construction in progress 23.0 50.8 567.0 504.5 Accumulated depreciation (203.8 ) (146.1 ) Property, plant and equipment, net $ 363.2 $ 358.4 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill Attributable to Each Reportable Segment | The changes in the carrying amount of goodwill attributable to each reportable segment for the years ended December 31, 2017 and 2016 are as follows. Industrials Energy Medical Total Balance as of December 31, 2015 $ 550.9 $ 441.4 $ 198.7 $ 1,191.0 Acquisitions - - 4.1 4.1 Correction of purchase accounting allocation (15.3 ) - - (15.3 ) Foreign currency translation (19.8 ) (1.5 ) (3.8 ) (25.1 ) Balance as of December 31, 2016 515.8 439.9 199.0 1,154.7 Acquisitions 7.9 - - 7.9 Foreign currency translation and other (1) 37.9 20.3 6.8 65.0 Balance as of December 31, 2017 $ 561.6 $ 460.2 $ 205.8 $ 1,227.6 (1) During the fiscal year ended December 31, 2017, the Company recorded an increase in goodwill of $0.4 million as a result of measurement period adjustments in the Medical segment. |
Intangible Assets | Other intangible assets as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer lists and relationships $ 1,226.8 $ (473.0 ) $ 1,160.5 $ (345.5 ) Acquired technology 8.1 (4.0 ) 7.1 (2.2 ) Trademarks 30.3 (10.6 ) 27.4 (6.9 ) Backlog 65.5 (65.5 ) 60.3 (60.3 ) Other 53.6 (23.5 ) 36.4 (16.4 ) Unamortized intangible assets: Trademarks 623.5 - 609.5 - Total other intangible assets $ 2,007.8 $ (576.6 ) $ 1,901.2 $ (431.3 ) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued liabilities as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Salaries, wages, and related fringe benefits $ 97.3 $ 56.5 Restructuring 6.5 20.2 Taxes 34.5 37.1 Advance payments on sales contracts 42.7 43.0 Product warranty 22.3 21.7 Accrued interest 0.8 15.5 Other 67.1 64.5 Total accrued liabilities $ 271.2 $ 258.5 |
Accrued Product Warranty Liability | A reconciliation of the changes in the accrued product warranty liability for the years ended December 31, 2017, 2016 and 2015 are as follows: 2017 2016 2015 Beginning balance $ 21.7 $ 27.6 $ 22.9 Product warranty accruals 24.1 18.2 26.2 Settlements (25.0 ) (22.7 ) (20.4 ) Charged to other accounts (1) 1.5 (1.4 ) (1.1 ) Ending balance $ 22.3 $ 21.7 $ 27.6 (1) Includes primarily the effects of foreign currency translation adjustments for the Company’s subsidiaries with functional currencies other than the USD, and changes in the accrual related to acquisitions or divestitures of businesses. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Debt | Debt as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Short-term borrowings $ - $ - Long-term debt: Revolving credit facility, due 2020 $ - $ - Receivables financing agreement, due 2020 - - Term loan denominated in U.S. dollars, due 2020 (1) (3) - 1,833.2 Term loan denominated in Euros, due 2020 (2) (4) - 405.5 Term loan denominated in U.S. dollars, due 2024 (5) 1,282.3 - Term loan denomoinated in Euros, due 2024 (6) 735.9 - Senior notes, due 2021 (7) - 575.0 Second mortgages (8) - 1.9 Capitalized leases and other long-term debt 26.9 21.6 Unamortized debt issuance costs (4.9 ) (58.9 ) Total long-term debt, net, including current maturities 2,040.2 2,778.3 Current maturities of long-term debt 20.9 24.5 Total long-term debt, net $ 2,019.3 $ 2,753.8 (1) This amount is shown net of unamortized discounts of $5.0 million as of December 31, 2016. (2) This amount is shown net of unamortized discounts of $1.4 million as of December 31, 2016. (3) The weighted-average interest rate was 4.56% for the period from January 1, 2017 through August 17, 2017 and 4.25% for the year ended December 31, 2016. (4) The weighted-average interest rate was 4.75% for the period from January 1, 2017 through August 17, 2017 and 4.75% for the year ended December 31, 2016. (5) As of December 31, 2017, the applicable interest rate was 4.44% and the weighted-average rate was 4.07% for the period from August 17, 2017 through December 31, 2017. (6) As of December 31, 2017, the applicable interest rate was 3.00% and the weighted-average rate was 3.00% for the period from August 17, 2017 through December 31, 2017. (7) This amount consists of the $575.0 million aggregate principal 6.875% senior notes due 2021 that were entered into in connection with the KKR transaction on July 30, 2013. Interest on the Senior Notes is payable on February 15 and August 15 of each year. The senior notes were redeemed in May 2017. (8) This amount consists of a fixed-rate 4.80% commercial loan secured by the Company’s facility in Bad Neustadt, Germany. The mortgage was paid in December 2017. |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Benefit Plans [Abstract] | |
Reconciliation of Benefit Obligations | The following table provides a reconciliation of the changes in the benefit obligations (the projected benefit obligation in the case of the pension plans and the accumulated postretirement benefit obligation in the case of the other postretirement plans) and in the fair value of the plan assets for the periods described below. The Company uses a December 31 measurement date for its pension and other postretirement benefit plans. Pension Benefits U.S. Plans Non-U.S. Plans Other Postretirement Benefits 2017 2016 2017 2016 2017 2016 Reconciliation of Benefit Obligations: Beginning balance $ 59.7 $ 67.1 $ 323.7 $ 310.4 $ 3.2 $ 3.3 Service cost - - 1.9 1.6 - - Interest cost 2.3 2.5 7.8 8.8 0.1 0.2 Actuarial (gains) losses 2.0 (4.1 ) (22.5 ) 51.5 0.2 - Benefit payments (2.8 ) (2.9 ) (9.1 ) (9.2 ) (0.2 ) (0.2 ) Plan curtailments - - - (0.1 ) - - Plan settlements (1.5 ) (2.9 ) - - - - Effect of foreign currency exchange rate changes - - 34.1 (39.3 ) 0.1 (0.1 ) Benefit obligations ending balance $ 59.7 $ 59.7 $ 335.9 $ 323.7 $ 3.4 $ 3.2 Reconciliation of Fair Value of Plan Assets: Beginning balance $ 59.3 $ 60.8 $ 202.9 $ 204.4 Actual return on plan assets 8.0 4.2 17.9 32.8 Employer contributions 0.1 0.1 5.7 5.2 Plan settlements (1.5 ) (2.9 ) - - Benefit payments (2.8 ) (2.9 ) (9.1 ) (9.2 ) Effect of foreign currency exchange rate changes - - 21.3 (30.3 ) Fair value of plan assets ending balance $ 63.1 $ 59.3 $ 238.7 $ 202.9 Funded Status as of Period End $ 3.4 $ (0.4 ) $ (97.2 ) $ (120.8 ) $ (3.4 ) $ (3.2 ) |
Component of Accumulated Other Comprehensive (Loss) Income | Amounts recognized as a component of accumulated other comprehensive (loss) income as of December 31, 2017 and 2016 that have not been recognized as a component of net periodic benefit cost are presented in the following table: U.S. Pension Plans Non-U.S. Pension Plans Other Postretirement Benefits 2017 2016 2017 2016 2017 2016 Net actuarial losses (gains) $ 0.9 $ 2.4 $ 50.5 $ 78.9 $ (0.1 ) $ (0.3 ) Amounts included in accumulated other comprehensive (loss) income $ 0.9 $ 2.4 $ 50.5 $ 78.9 $ (0.1 ) $ (0.3 ) |
Pension and Other Postretirement Benefit Liabilities included in Balance Sheets | Pension and other postretirement benefit liabilities and assets are included in the following captions in the Consolidated Balance Sheets as of December 31, 2017 and 2016. 2017 2016 Other assets $ 4.6 $ - Accrued liabilities (2.0 ) (1.7 ) Pension and other postretirement benefits (99.8 ) (122.7 ) |
Pension plans with an Accumulated Benefit Obligation in Excess of Plan Assets | The following table provides information for pension plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2017 and 2016. U.S. Pension Plans Non-U.S. Pension Plans 2017 2016 2017 2016 Projected benefit obligations $ 0.1 $ 1.1 $ 323.0 $ 311.9 Accumulated benefit obligation $ 0.1 $ 1.1 $ 318.9 $ 307.2 Fair value of plan assets $ - $ - $ 228.2 $ 193.3 |
Components of Net Periodic Benefit Cost (Income) and Other Amounts Recognized in Other Comprehensive (Loss) Income, Before Income Tax Effects | The following tables provide the components of net periodic benefit cost (income) and other amounts recognized in other comprehensive (loss) income, before income tax effects, for the years ended December 31, 2017, 2016 and 2015. U.S. Pension Plans 2017 2016 2015 Net Periodic Benefit Income: Service cost $ - $ - $ - Interest cost 2.3 2.5 2.6 Expected return on plan assets (4.4 ) (4.4 ) (4.8 ) Amortization of prior-service cost - - - Amortization of net actuarial loss - - - Net periodic benefit income (2.1 ) (1.9 ) (2.2 ) Loss due to settlement - 0.1 - Total net periodic benefit income recognized $ (2.1 ) $ (1.8 ) $ (2.2 ) Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income: Net actuarial (gain) loss $ (1.5 ) $ (3.9 ) $ 1.2 Amortization of net actuarial loss - (0.1 ) - Prior service cost - - - Amortization of prior service cost - - - Effect of foreign currency exchange rate changes - - - Total recognized in other comprehensive (loss) income $ (1.5 ) $ (4.0 ) $ 1.2 Total recognized in net periodic benefit income and other comprehensive (loss) income $ (3.6 ) $ (5.8 ) $ (1.0 ) Non-U.S. Pension Plans 2017 2016 2015 Net Periodic Benefit Cost (Income): Service cost $ 1.9 $ 1.6 $ 1.8 Interest cost 7.8 8.8 9.5 Expected return on plan assets (10.4 ) (10.8 ) (13.0 ) Amortization of prior-service cost - - - Amortization of net actuarial loss 5.0 2.8 1.6 Net periodic benefit cost (income) $ 4.3 $ 2.4 $ (0.1 ) Loss due to curtailments - - - Total net periodic benefit cost (income) recognized $ 4.3 $ 2.4 $ (0.1 ) Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income: Net actuarial (gain) loss $ (29.9 ) $ 29.5 $ 17.1 Amortization of net actuarial loss (5.0 ) (2.8 ) (1.6 ) Prior service cost - - 0.3 Amortization of prior service cost - (0.1 ) - Effect of foreign currency exchange rate changes 6.5 (8.3 ) (4.1 ) Total recognized in other comprehensive (loss) income $ (28.4 ) $ 18.3 $ 11.7 Total recognized in net periodic benefit cost (income) and other comprehensive (loss) income $ (24.1 ) $ 20.7 $ 11.6 Other Postretirement Benefits 2017 2016 2015 Net Periodic Benefit Cost: Service cost $ - $ - $ - Interest cost 0.1 0.2 0.2 Expected return on plan assets - - - Amortization of prior-service cost - - - Amortization of net loss - - - Net periodic benefit cost $ 0.1 $ 0.2 $ 0.2 Loss due to curtailments or settlements - - - Total net periodic benefit cost recognized $ 0.1 $ 0.2 $ 0.2 Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income: Net actuarial loss (gain) $ 0.2 $ - $ (0.2 ) Amortization of net actuarial loss - - - Prior service cost - - - Amortization of prior service cost - - - Effect of foreign currency exchange rate changes - - - Total recognized in other comprehensive (loss) income $ 0.2 $ - (0.2 ) Total recognized in net periodic benefit cost and other comprehensive (loss) income $ 0.3 $ 0.2 $ - |
Summary of Assumptions Used | The following weighted-average actuarial assumptions were used to determine net periodic benefit cost for the years ended December 31, 2017, 2016 and 2015. Pension Benefits - U.S. Plans 2017 2016 2015 Discount rate 4.0 % 4.1 % 3.8 % Expected long-term rate of return on plan assets 7.75 % 7.75 % 7.75 % Pension Benefits - Non-U.S. Plans 2017 2016 2015 Discount rate 2.3 % 3.3 % 3.1 % Expected long-term rate of return on plan assets 5.0 % 6.2 % 6.2 % Rate of compensation increases 2.8 % 2.9 % 3.0 % Other Postretirement Benefits 2017 2016 2015 Discount rate 4.7 % 4.7 % 4.5 % The following weighted-average actuarial assumptions were used to determine benefit obligations for the years ended December 31, 207, 2016 and 2015: Pension Benefits - U.S. Plans 2017 2016 2015 Discount rate 3.6 % 4.0 % 4.1 % Pension Benefits - Non-U.S. Plans 2017 2016 2015 Discount rate 2.3 % 2.3 % 3.3 % Rate of compensation increases 2.8 % 2.8 % 2.9 % Other Postretirement Benefits 2017 2016 2015 Discount rate 4.4 % 4.7 % 4.7 % |
Actuarial Assumptions Used to Determine Other Postretirement Benefit Plans Costs and Obligations | The following actuarial assumptions were used to determine other postretirement benefit plans costs and obligations for the years ended December 31, 2017, 2016 and 2015. Other Postretirement Benefits 2017 2016 2015 Healthcare cost trend rate assumed for next year 8.4 % 8.7 % 8.7 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 8.4 % 8.7 % 8.7 % Year that the date reaches the ultimate trend rate 2019 2018 2017 |
Summary of Estimated Benefit Payments for the Next Five Years | The following table reflects the estimated benefit payments for the next five years and for the years 2023 through 2027. The estimated benefit payments for the non-U.S. pension plans were calculated using foreign exchange rates as of December 31, 2017. Pension Benefits Other U.S. Plans Non-U.S. Postretirement 2018 $ 4.8 $ 9.3 $ 0.3 2019 $ 4.9 $ 10.0 $ 0.3 2020 $ 4.5 $ 10.4 $ 0.3 2021 $ 4.8 $ 11.0 $ 0.3 2022 $ 4.4 $ 11.8 $ 0.2 Aggregate 2023-2027 $ 19.6 $ 65.6 $ 1.1 |
Summary of Long-Term Target Allocations | The following table presents the long-term target allocations for these two plans as of December 31, 2017. U.S. Plan UK Plan Asset category: Cash and cash equivalents 1 % 4 % Equity 52 % 50 % Fixed income 37 % 26 % Real estate and other 10 % 20 % Total 100 % 100 % |
Summary of Changes Fair Values of Pension Plan Assets by Asset Category | The following tables present the fair values of the Company’s pension plan assets as of December 31, 2017 and 2016 by asset category within the ASC 820 hierarchy (as defined in Note 17 “Fair Value Measurements”). December 31, 2017 Quoted Prices in Significant Significant Investments (5) Total Asset Category Cash and cash equivalents (1) $ 2.3 $ - $ - $ - $ 2.3 Equity funds: U.S. large-cap - 12.6 - 19.5 32.1 U.S. mid-cap and small-cap - - - 3.1 3.1 International (2) 19.3 71.9 - 49.7 140.9 Total equity funds 19.3 84.5 - 72.3 176.1 Fixed income funds: Corporate bonds - domestic - - - 13.2 13.2 Corporate bonds - international - 20.9 - - 20.9 UK index-linked gilts - 35.7 - - 35.7 Diversified domestic securities - - - 10.1 10.1 Total fixed income funds - 56.6 - 23.3 79.9 Other types of investments: U.S. real estate (3) - - - 6.4 6.4 International real estate (3) - 20.8 - - 20.8 Other (4) - - 16.3 - 16.3 Total $ 21.6 $ 161.9 $ 16.3 $ 102.0 $ 301.8 December 31, 2016 Quoted Prices in Significant Significant Investments (5) Total Asset Category Cash and cash equivalents (1) $ 1.9 $ - $ - $ - $ 1.9 Equity funds: U.S. large-cap - 9.6 - 18.2 27.8 U.S. mid-cap and small-cap - - - 2.9 2.9 International (2) 15.3 63.6 - 41.5 120.4 Total equity funds 15.3 73.2 - 62.6 151.1 Fixed income funds: Corporate bonds - domestic - - - 12.1 12.1 Corporate bonds - international - 18.0 - - 18.0 UK index-linked gilts - 30.5 - - 30.5 Diversified domestic securities - - - 9.5 9.5 Total fixed income funds - 48.5 - 21.6 70.1 Other types of investments: U.S. real estate (3) - - - 6.3 6.3 International real estate (3) - 18.6 - - 18.6 Other (4) - - 14.2 - 14.2 Total $ 17.2 $ 140.3 $ 14.2 $ 90.5 $ 262.2 (1) Cash and cash equivalents consist of traditional domestic and foreign highly liquid short-term securities with the goal of providing liquidity and preservation of capital while maximizing return on assets. (2) The International category consists of investment funds focused on companies operating in developed and emerging markets outside of the U.S. These investments target broad diversification across large and mid/small-cap companies and economic sectors. (3) U.S. and International real estate consists primarily of equity and debt investments made, directly or indirectly, in various interests in unimproved and improved real properties. (4) Other investments consist of insurance and reinsurance contracts securing the retirement benefits. The fair value of these contracts was calculated at the discount value of premiums paid by the Company, less expenses charged by the insurance providers. The insurance providers with which the Company has placed these contracts are well-known financial institutions with an established history of providing insurance services. (5) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. |
Accumulated Other Comprehensi42
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive (Loss) Income [Abstract] | |
Accumulated Other Comprehensive (Loss) Income Balances | The before tax (loss) income, related income tax effect and accumulated balances are as follows: Cumulative Currency Translation Adjustment Foreign Currency Gains and (Losses) Unrealized (Losses) Gains on Cash Flow Hedges Pension and Postretirement Benefit Plans Accumulated Other Comprehensive Income Balance at December 31, 2014 $ (111.7 ) $ 42.4 $ (25.4 ) $ (40.6 ) $ (135.3 ) Before tax (loss) income (136.3 ) 56.8 (25.6 ) (13.3 ) (118.4 ) Income tax effect - (24.2 ) 9.7 2.6 (11.9 ) Other comprehensive (loss) income (136.3 ) 32.6 (15.9 ) (10.7 ) (130.3 ) Balance at December 31, 2015 (248.0 ) 75.0 (41.3 ) (51.3 ) (265.6 ) Before tax (loss) income (76.2 ) 21.0 (1.5 ) (14.3 ) (71.0 ) Income tax effect - (7.4 ) 0.6 1.0 (5.8 ) Other comprehensive (loss) income (76.2 ) 13.6 (0.9 ) (13.3 ) (76.8 ) Balance at December 31, 2016 (324.2 ) 88.6 (42.2 ) (64.6 ) (342.4 ) Before tax income (loss) 157.6 (82.8 ) 20.0 29.8 124.6 Income tax effect - 31.2 (7.6 ) (5.6 ) 18.0 Other comprehensive income (loss) 157.6 (51.6 ) 12.4 24.2 142.6 Balance at December 31, 2017 (166.6 ) 37.0 (29.8 ) (40.4 ) (199.8 ) |
Changes in Accumulated Other Comprehensive (Loss) Income | Changes in accumulated other comprehensive (loss) income by component for the periods described below are presented in the following table (1) Cumulative Foreign Unrealized Pension and Total Balance as of December 31, 2015 $ (248.0 ) $ 75.0 $ (41.3 ) $ (51.3 ) $ (265.6 ) Other comprehensive (loss) income before reclassifications (76.2 ) 13.6 (8.1 ) (15.2 ) (85.9 ) Amounts reclassified from accumulated other comprehensive income - - 7.2 1.9 9.1 Other comprehensive (loss) income (76.2 ) 13.6 (0.9 ) (13.3 ) (76.8 ) Balance at December 31, 2016 $ (324.2 ) $ 88.6 $ (42.2 ) $ (64.6 ) $ (342.4 ) Other comprehensive income (loss) before reclassifications 157.6 (51.6 ) 0.9 21.1 128.0 Amounts reclassified from accumulated other comprehensive income - - 11.5 3.1 14.6 Other comprehensive income (loss) 157.6 (51.6 ) 12.4 24.2 142.6 Balance at December 31, 2017 $ (166.6 ) $ 37.0 $ (29.8 ) $ (40.4 ) $ (199.8 ) (1) All amounts are net of tax. Amounts in parentheses indicate debits. |
Reclassifications out of Accumulated Other Comprehensive (Loss) Income | Reclassifications out of accumulated other comprehensive (loss) income for the years ended December 31, 2017 and 2016 are presented in the following table. Amount Reclassified from Accumulated Other Comprehensive (Loss) Income Details about Accumulated Other Comprehensive Income Components 2017 2016 Affected Line in the Statement Where Net Income is Presented Loss on cash flow hedges Interest rate swaps $ 18.5 $ 11.6 Interest expense 18.5 11.6 Total before tax (7.0 ) (4.4 ) Income tax benefit $ 11.5 $ 7.2 Net of tax Amortization of defined benefit pension and other postretirement benefit items $ 5.0 $ 3.0 (1) 5.0 3.0 Total before tax (1.9 ) (1.1 ) Income tax benefit $ 3.1 $ 1.9 Net of tax Total reclassifications for the period $ 14.6 $ 9.1 Net of tax (1) These components are included in the computation of net periodic benefit cost (see Note 11 “Benefit Plans” for additional details). |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Loss Before Income Taxes | Loss before income taxes for the years ended December 31, 2017, 2016 and 2015 consisted of the following: 2017 2016 2015 U.S. $ (145.8 ) $ (149.4 ) $ (450.0 ) Non-U.S. 33.1 86.2 83.3 Loss before income taxes $ (112.7 ) $ (63.2 ) $ (366.7 ) |
Components of (Benefit) Provision for Income Taxes | The following table details the components of the (benefit) provision for income taxes for the years ended December 31, 2017, 2016 and 2015. 2017 2016 2015 Current: U.S. federal $ 64.0 $ (6.6 ) $ - U.S. state and local 3.0 1.3 1.6 Non-U.S. 49.8 57.8 46.7 Deferred: U.S. federal (217.5 ) (61.4 ) (31.5 ) U.S. state and local - (3.4 ) (9.3 ) Non-U.S. (30.5 ) (19.6 ) (22.2 ) Benefit for income taxes $ (131.2 ) $ (31.9 ) $ (14.7 ) |
Reconciliation of Effective Income Tax Rate | The U.S. federal corporate statutory rate is reconciled to the Company’s effective income tax rate for the years ended December 31, 2017, 2016 and 2015 as follows. 2017 2016 2015 U.S. federal corporate statutory rate 35.0 % 35.0 % 35.0 % State and local taxes, less federal tax benefit 3.1 4.0 2.3 U.S. deferred tax rate change from 35% to 21% 79.5 - - Net effects of foreign tax rate differential 6.2 19.9 1.5 Sale of subsidiary (4.6 ) (17.1 ) - Repatriation cost 3.8 4.4 (0.3 ) U.S. transition tax toll charge net of FTC (56.2 ) - - ASC 740-30 61.2 26.3 (2.0 ) Valuation allowance changes (1.1 ) (15.9 ) (0.5 ) Impairment of goodwill and intangible assets - (0.6 ) (31.7 ) Uncertain tax positions 1.9 (7.0 ) (0.4 ) Nondeductible equity compensation (9.2 ) - - Nondeductible foreign interest expense (3.0 ) - - Other, net (0.3 ) 1.5 0.1 Effective income tax rate 116.3 % 50.5 % 4.0 % |
Components of Deferred Tax Assets and Liabilities | The principal items that gave rise to deferred income tax assets and liabilities as of December 31, 2017 and 2016 are as follows. 2017 2016 Deferred Tax Assets: Reserves and accruals $ 62.4 $ 38.2 Postretirement benefits other than pensions 0.7 1.1 Postretirement benefits - pensions 15.6 20.9 Tax loss carryforwards 41.8 58.0 Foreign tax credit carryforwards 29.8 11.6 Other 19.4 33.1 Total deferred tax assets 169.7 162.9 Valuation allowance (47.9 ) (33.6 ) Deferred Tax Liabilities: LIFO inventory (9.3 ) (17.0 ) Property, plant, and equipment (21.0 ) (28.6 ) Intangibles (322.2 ) (444.3 ) Unremitted foreign earnings (9.3 ) (77.3 ) Other 3.5 (48.3 ) Total deferred tax liabilities (358.3 ) (615.5 ) Net deferred income tax liability $ (236.5 ) $ (486.2 ) |
Tax Attributes and Related Valuation Allowance | Tax attributes and related valuation allowances as of December 31, 2017 were as follows. Tax Benefit Valuation Allowance Carryforward Period Ends Tax Attributes to be Carried Forward U.S. federal net operating loss $ 15.1 $ (2.0 ) 2035-2037 U.S federal capital loss 6.9 (6.9 ) 2021 U.S. federal tax credit 33.4 (29.9 ) 2023-2037 Alternative minimum tax credit 0.9 - Unlimited U.S. state and local net operating losses 5.4 - 2034-2037 U.S. state and local tax credit 0.5 - 2018-2034 Non U.S. net operating losses 2.7 (0.8 ) 2018-2037 Non U.S. net operating losses 8.1 (7.7 ) Unlimited Non U.S. capital losses 0.5 (0.5 ) Unlimited Other deferred tax assets 5.3 (0.1 ) Unlimited Total tax carryforwards $ 78.8 $ (47.9 ) |
Reconciliation of Changes in Valuation Allowance for Deferred Tax Assets | A reconciliation of the changes in the valuation allowance for deferred tax assets for the years ended December 31, 2017, 2016 and 2015 are as follows. 2017 2016 2015 Valuation allowance for deferred tax assets at beginning of the period $ 33.6 $ 23.8 $ 27.5 Revaluation and change due to U.S. Tax Reform 10.7 - - Charged to tax expense 3.1 12.5 4.8 Charged to other accounts 1.6 (0.1 ) - Deductions (1) (1.1 ) (2.6 ) (8.5 ) Valuation allowance for deferred tax assets at end of the period $ 47.9 $ 33.6 $ 23.8 (1) Deductions relate to the realization of net operating losses or the removal of deferred tax assets. |
Reconciliation of the Changes in Total Unrecognized Tax Benefits | Below is a tabular reconciliation of the changes in total unrecognized tax benefits during the years ended December 31, 2017, 2016 and 2015. 2017 2016 2015 Beginning balance $ 6.8 $ 4.8 $ 4.0 Gross increases for tax positions of prior years 11.2 3.1 - Gross decreases for tax positions of prior years - - (0.4 ) Gross increases for tax positions of current year 0.6 - 1.8 Settlements (6.2 ) (0.4 ) - Lapse of statute of limitations (0.3 ) (0.7 ) (0.6 ) Changes due to currency fluctuations 0.5 - - Ending balance $ 12.6 $ 6.8 $ 4.8 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock-Based Compensation Plans [Abstract] | |
Stock-Based Award Plan Activity | A summary of the Company’s stock-based award plan activity, including stock options and SARs, for the years ended December 31, 2017, 2016 and 2015 is presented in the following table (underlying shares in thousands). Stock-Based Compensation Awards Shares Weighted-Average Exercise Price (per share) Wtd. Avg. Remaining Contractual Term (years) Aggregate Intrisic Value of In-The-Money Options (in millions) Outstanding at December 31, 2014 18,214 $ 8.23 Granted 1,075 $ 10.61 Settled (304 ) $ 8.33 Forfeited (1,952 ) $ 8.43 Outstanding at December 31, 2015 17,033 $ 8.36 Granted 2,427 $ 10.75 Settled (1,980 ) $ 8.18 Forfeited (2,931 ) $ 8.31 Converted to liability (1,264 ) $ 8.16 Outstanding at December 31, 2016 13,285 $ 8.85 Granted 799 $ 20.00 Settled (193 ) $ 8.17 Forfeited (1,057 ) $ 8.34 Outstanding at December 31, 2017 12,834 $ 9.54 6.81 $ 313.1 Vested at December 31, 2017 9,459 $ 9.05 6.59 $ 235.4 |
Assumptions Used to Estimate Fair Value of Options Granted | The following assumptions were used to estimate the fair value of options and SARs granted during the fiscal years ended December 31, 2017, 2016 and 2015. 2017 2016 2015 Assumptions: Expected life of options (in years) 5.00 - 6.25 5.10 4.80 Risk-free interest rate 1.9 - 2.1% 1.3% 1.6% Assumed volatility 41.2 - 45.8% 49.5% 49.9% Expected dividend rate 0.0% 0.0% 0.0% |
Summary of Assumptions Used to Estimate Fair Value of DSUs Granted | The following assumptions were used to estimate the fair value of DSUs at the time of grant using the Finnerty discount for lack of marketability pricing model. 2017 Assumptions: Average length of holding period restrictions (years) 1.42 Assumed volatility 51.5 % |
Hedging Activities, Derivativ45
Hedging Activities, Derivative Instruments and Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Hedging Activities, Derivative Instruments and Credit Risk [Abstract] | |
Summary of Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type | The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016. December 31, 2017 Derivative Classification Notional Amount (1) Fair Value (1) Other Current Assets Fair Value (1) Other Assets Fair Value (1) Accrued Liabilities Fair Value (1) Other Liabilities Derivatives Designated as Hedging Instruments Interest rate swap contracts Cash Flow $ 1,125.0 $ - $ - $ 16.1 $ 30.6 Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value $ 94.4 $ - $ - $ 1.2 $ - December 31, 2016 Derivative Classification Notional Amount (1) Fair Value (1) Other Current Assets Fair Value (1) Other Assets Fair Value (1) Liabilities Fair Value (1) Liabilities Derivatives Designated as Hedging Instruments Cross currency interest rate swap contracts Net Investment $ 200.0 $ - $ 26.8 $ - $ - Interest rate swap contracts Cash Flow $ 1,125.0 $ - $ - $ 16.3 $ 47.2 Derivatives Not Designated as Hedging Instruments Foreign currency forwards Fair Value $ 79.0 $ 0.9 $ - $ - $ - Foreign currency forwards Fair Value $ 42.8 $ - $ - $ 0.2 $ - (1) Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively. |
Gains and Losses on Derivatives Designated as Cash Flow Hedges | Gains and losses on derivatives designated as cash flow hedges included in the Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2017, 2016 and 2015 are as presented in the table below. 2017 2016 2015 Interest Rate Swap Contracts (1) Gain (loss) recognized in AOCI on derivatives (effective portion) $ 1.5 $ (13.2 ) $ (26.9 ) Loss reclassified from AOCI into income (effective portion) $ (18.5 ) $ (11.6 ) $ (1.3 ) (Loss) gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing) $ (2.1 ) $ 0.2 $ 0.3 (1) Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income (effective portion) were included in “Interest expense” in the Consolidated Statements of Operations. Ineffective portions of changes in the fair value of cash flow hedges were recognized in earnings and included in “Interest expense” in the Consolidated Statements of Operations. |
(Losses) Gains on Derivative Instruments Not Designated as Accounting Hedges and Total Net Foreign Currency (Losses) Gains | The Company’s (losses) gains on derivative instruments not designated as accounting hedges and total net foreign currency (losses) gains for the years ended December 31, 2017, 2016 and 2015 were as follows. 2017 2016 2015 Gain on cross currency interest rate swaps not designated as hedges $ - $ - $ 8.0 Foreign currency forward contracts (losses) gains $ (7.0 ) $ 19.2 $ (0.5 ) Total foreign currency transaction (losses) gains, net $ (9.3 ) $ 5.9 $ (1.1 ) |
Changes in Value of Debt and Designated Interest Rate Swaps | The Company’s gains and (losses), net of income tax, associated with changes in the value of debt and designated cross currency interest rate swaps for the years ended December 31, 2017 and 2016, and the net balance of such gains and (losses) included in accumulated other comprehensive income as of December 31, 2017 and 2016 were as follows. 2017 2016 (Loss) gain, net of income tax, recorded through other comprehensive income $ (50.2 ) $ 12.6 Balance included in accumulated other comprehensive income (loss) at December 31, 2017 and 2016 respectively $ 32.1 $ 82.3 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016. December 31, 2017 Level 1 Level 2 Level 3 Total Financial Assets Trading securities held in deferred compensation plan (1) $ 5.8 $ - $ - $ 5.8 Total $ 5.8 $ - $ - $ 5.8 Financial Liabilities Foreign currency forwards (2) $ - $ 1.2 $ - $ 1.2 Interest rate swaps (3) - 46.7 - 46.7 Deferred compensation plan (1) 5.8 - - 5.8 Total $ 5.8 $ 47.9 $ - $ 53.7 December 31, 2016 Level 1 Level 2 Level 3 Total Financial Assets Foreign currency forwards (2) $ - $ 0.9 $ - $ 0.9 Cross currency interest rate swaps (4) - 26.8 - 26.8 Trading securities held in deferred compensation plan (1) 4.2 - - 4.2 Total $ 4.2 $ 27.7 $ - $ 31.9 Financial Liabilities Foreign currency forwards (2) $ - $ 0.2 $ - $ 0.2 Interest rate swaps (3) - 63.5 - 63.5 Deferred compensation plan (1) 4.2 - - 4.2 Total $ 4.2 $ 63.7 $ - $ 67.9 (1) Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method. (2) Based on calculations that use readily observable market parameters as their basis, such as spot and forward rates. (3) Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of December 31, 2017. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties. (4) Based on observable foreign exchange market pricing parameters such as spot and forward rates and the present value of all expected future cash flows. The present value calculation incorporates foreign exchange market pricing, discount rates, and credit quality adjustments of the Company and its counterparties. |
Other Operating Expense (Tables
Other Operating Expense (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Operating Expense [Abstract] | |
Other Operating Expense, Net | The components of “Other operating expense, net” for the years ended December 31, 2017, 2016 and 2015 are as follows. For the Years Ended December 31, 2017 2016 2015 Other Operating Expense, Net Foreign currency transaction losses (gains), net $ 9.3 $ (5.9 ) $ 1.1 Restructuring charges (1) 5.3 32.9 4.7 Environmental remediation expenses (2) 0.9 5.6 - Stock-based compensation (3) 194.2 - - Other, net 12.4 16.0 14.9 Total other operating expense, net $ 222.1 $ 48.6 $ 20.7 (1) See Note 4 “Restructuring.” (2) Estimated environmental remediation costs recorded on an undiscounted basis for a former production facility. (3) Represents stock-based compensation expense recognized for stock options outstanding ($77.6 million) and DSUs granted to employees at the date of the initial public offering ($97.4 million) under the 2013 Stock Incentive Plan, and employer taxes related to DSUs granted to employees at the date of the initial public offering ($19.2 million). |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Information [Abstract] | |
Summarized Financial Information on Operations by Reportable Segment | The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to Loss Before Income Taxes for the years ended December 31, 2017, 2016 and 2015. 2017 2016 2015 Revenue Industrials $ 1,130.7 $ 1,082.3 $ 1,149.7 Energy 1,014.5 628.4 753.5 Medical 230.2 228.7 223.7 Total Revenue $ 2,375.4 $ 1,939.4 $ 2,126.9 Segment Adjusted EBITDA Industrials $ 242.7 $ 217.6 $ 197.6 Energy 296.1 143.8 186.8 Medical 62.4 61.9 59.5 Total Segment Adjusted EBITDA 601.2 423.3 443.9 Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes (1) Corporate expenses not allocated to segments 39.7 22.6 25.0 Interest expense 140.7 170.3 162.9 Depreciation and amortization expense 173.8 172.7 163.0 Impairment of goodwill and other intangible assets (a) 1.6 25.3 421.4 Sponsor fees and expenses (b) 17.3 4.8 4.6 Restructuring and related business transformation costs (c) 24.7 78.7 31.4 Acquisition related expenses and non-cash charges (d) 4.1 4.3 4.8 Environmental remediation loss reserve (e) 0.9 5.6 - Expenses related to public stock offerings (f) 4.1 - - Establish public company financial reporting compliance (g) 8.1 0.2 - Stock-based compensation (h) 194.2 - - Loss on extinguishment of debt (i) 84.5 - - Foreign currency transaction losses (gains), net 9.3 (5.9 ) 1.1 Other adjustments (j) 10.9 7.9 (3.6 ) Loss Before Income Taxes $ (112.7 ) $ (63.2 ) $ (366.7 ) (1) In the fourth quarter of fiscal 2017, the Company provided greater detail in presenting reconciling items from Loss Before Income Taxes. The reconciling items for the years ended December 31, 2016 and 2015 have been restated to conform to the methodology used in the year ended December 31, 2017, and include the following. (a) Represents non-cash charges for impairment of goodwill and other intangible assets. (b) Represents management fees and expenses paid to our Sponsor, including a monitoring agreement termination fee of $16.2 million paid in 2017 concurrent with our initial public offering on May 12, 2017. (c) Restructuring and related business transformation costs consist of the following. Year Ended December 31, (in millions) 2017 2016 2015 Restructuring charges $ 5.3 $ 32.9 $ 4.7 Severance, sign-on, relocation and executive search costs 3.5 22.4 18.4 Facility reorganization, relocation and other costs 5.3 8.7 1.6 Information technology infrastructure transformation 5.2 2.3 - Losses (gains) on asset and business disposals 0.8 0.1 (4.5 ) Consultant and other advisor fees 1.7 9.7 10.1 Other, net 2.9 2.6 1.1 Total restructuring and related business transformation costs $ 24.7 $ 78.7 $ 31.4 (d) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs and non-cash charges and credits arising from fair value purchase accounting adjustments. (e) Represents estimated environmental remediation costs and losses relating to a former production facility. (f) Represents expenses related to the Company’s initial stock offering and subsequent secondary offerings. (g) Represents third party expenses to comply with the requirements of Sarbanes-Oxley in 2018 and the accelerated adoption of the new revenue recognition standard (ASC 606 – Revenue from Contracts with Customers) in the first quarter of 2018, one year ahead of the required adoption date for a private company. These expenses were previously included in ‘Expenses related to initial stock offering’ and prior periods have been restated to conform to the current period presentation. (h) Represents stock-based compensation expense recognized for stock options outstanding for the year ended December 31, 2017 of ($77.6 million) and DSUs granted to employees at the date of the initial public offering for the year ended December 31, 2017 of ($97.4 million) and employer taxes related to DSUs granted to employees at the date of the initial public offering ($19.2 million). See Note 15 “Stock-Based Compensation.” (i) Represents losses on extinguishment of debt recognized on the redemption of the senior notes and pay down of a portion of the Original Dollar Term Loan Facility and proceeds from the initial public offering in May 2017 ($50.4 million) and in connection with the refinancing of the Original Dollar Term Loan Facility and Euro Term Loan Facility in August 2017 ($34.1 million). (j) Includes (i) non-cash impact of net LIFO reserve adjustments, (ii) effects of amortization of prior service costs and amortization of gains in pension and other postretirement benefits (OPEB) expense, (iii) certain legal and compliance costs and (iv) other miscellaneous adjustments. The following tables provide summarized information about the Company’s reportable segments. Identifiable Assets 2017 2016 2015 Industrials $ 2,029.4 $ 1,943.6 $ 2,078.9 Energy 1,681.5 1,501.0 1,572.8 Medical 511.1 486.3 469.6 Total 4,222.0 3,930.9 4,121.3 General corporate (unallocated) 399.2 385.1 340.7 Total identifiable assets $ 4,621.2 $ 4,316.0 $ 4,462.0 Depreciation and Amortization Expense 2017 2016 2015 Industrials $ 94.5 $ 96.0 $ 89.1 Energy 56.7 55.5 53.8 Medical 22.6 21.2 20.1 Total depreciation and amortization expense $ 173.8 $ 172.7 $ 163.0 Capital Expenditures 2017 2016 2015 Industrials $ 26.7 $ 44.7 $ 25.8 Energy 21.1 21.4 38.6 Medical 9.0 8.3 6.6 Total $ 56.8 $ 74.4 $ 71.0 |
Revenues and Property, Plant, and Equipment by Geographic Region | The following table presents revenues and property, plant and equipment by geographic region. Revenues have been attributed based on the products’ shipping destination. No country other than the United States comprises greater than 10% of consolidated revenue. Aggregating global revenues by product is currently not practical. Revenues Property, Plant and Equipment, net 2017 2016 2015 2017 2016 2015 United States $ 1,048.5 $ 695.8 $ 865.7 $ 198.4 $ 197.9 $ 187.2 Other Americas 161.5 106.2 140.2 6.8 7.2 5.8 Total Americas 1,210.0 802.0 1,005.9 205.2 205.1 193.0 EMEA (1) 861.1 800.2 751.3 132.3 125.3 116.3 Asia Pacific 304.3 337.2 369.7 25.7 28.0 31.5 Total $ 2,375.4 $ 1,939.4 $ 2,126.9 $ 363.2 $ 358.4 $ 340.8 (1) Europe, Middle East and Africa (“EMEA”) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings (Loss) Per Share [Abstract] | |
Basic and Diluted Income (Loss) per Share | The computations of basic and diluted income (loss) per share are as follows. Years Ended December 31, 2017 2016 2015 Net income (loss) $ 18.5 $ (31.3 ) $ (352.0 ) Less: Net income (loss) attributable to noncontrolling interest 0.1 5.3 (0.8 ) Net income (loss) attributable to Gardner Denver Holdings, Inc. $ 18.4 $ (36.6 ) $ (351.2 ) Average shares outstanding: Basic 182.2 149.2 149.6 Diluted 188.4 149.2 149.6 Earnings (loss) per share: Basic $ 0.10 $ (0.25 ) $ (2.35 ) Diluted $ 0.10 $ (0.25 ) $ (2.35 ) |
Summary of Significant Accoun50
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 15, 2017 | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from initial public offering | $ 949.9 | $ 893.6 | $ 3.3 | $ 4.2 | ||
Expenses associated with initial public offering | 52.2 | |||||
Proceeds from issuance of initial public offering, net of expenses | $ 897.7 | |||||
Cash and Cash Equivalents [Abstract] | ||||||
Cash collateral for standby letters of credit | $ 4.4 | $ 2.6 | ||||
Goodwill and Indefinite-Lived Intangible Assets [Abstract] | ||||||
Fair value percentage of reporting units using income approach | 75.00% | |||||
Fair value percentage of reporting units using market approach | 25.00% | |||||
Warranty Reserves [Abstract] | ||||||
Warranty period after time of sale | 12 months | |||||
Income Taxes [Abstract] | ||||||
Foreign subsidiaries tax payable period | 8 years | |||||
Income Tax Disclosure [Line Items] | ||||||
U.S. federal corporate rate | 35.00% | 35.00% | 35.00% | |||
Research and Development [Abstract] | ||||||
Research and development expense | $ 26 | $ 22 | $ 26 | |||
Common Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock sold in initial public offering (in shares) | 47,495,000 | 47,500,000 | 0 | 0 | ||
Share price (in dollars per share) | $ 20 | |||||
Share price, net of underwriting discounts (in dollars per share) | $ 18.90 | |||||
Common Stock [Member] | Kohlberg Kravis Roberts & Co. L.P [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock sold in initial public offering (in shares) | 25,300,000 | |||||
Share price (in dollars per share) | $ 27.25 | |||||
Capital in Excess of Par Value [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Additional expenses related to initial public offering | $ 4.6 | |||||
Plan [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
U.S. federal corporate rate | 21.00% | |||||
Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock sold in initial public offering (in shares) | 3,300,000 | |||||
Buildings [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated useful lives | 10 years | |||||
Buildings [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated useful lives | 50 years | |||||
Machinery and Equipment [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated useful lives | 7 years | |||||
Machinery and Equipment [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated useful lives | 15 years | |||||
Office Furniture and Equipment [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated useful lives | 3 years | |||||
Office Furniture and Equipment [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated useful lives | 10 years | |||||
Tooling, Dies, Patterns, Etc. [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated useful lives | 3 years | |||||
Tooling, Dies, Patterns, Etc. [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated useful lives | 7 years | |||||
Customer Lists and Relationships [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful lives | 12 years | |||||
Customer Lists and Relationships [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful lives | 13 years | |||||
Acquired Technology [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful lives | 12 years | |||||
Acquired Technology [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful lives | 15 years | |||||
Acquired Technology [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful lives | 25 years | |||||
Trademarks [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful lives | 10 years | |||||
Other Intangibles [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful lives | 5 years |
Business Combinations (Details)
Business Combinations (Details) $ in Millions | Jun. 05, 2017USD ($) | Mar. 03, 2017USD ($) | Aug. 31, 2016USD ($) | Apr. 30, 2015USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017Business |
Business Combinations [Abstract] | |||||||||
Number of businesses acquired | Business | 4 | ||||||||
Net cash paid to acquire business | $ 18.8 | $ 18.8 | $ 26.2 | ||||||
Revenues and Operating Income (Loss) [Abstract] | |||||||||
Revenue | 40.1 | 19.4 | 13.4 | ||||||
Operating income (loss) | $ 5.2 | $ 2.8 | $ 2.4 | ||||||
LeROI [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Percentage interest acquired | 100.00% | ||||||||
Net cash paid to acquire business | $ 20.4 | ||||||||
Holdback recorded in accrued liabilities | 1.9 | ||||||||
Goodwill deductible for tax purposes | $ 0 | ||||||||
Tamrotor Kompressorit Oy [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Non-controlling ownership interest acquired | 49.00% | ||||||||
Cash consideration | $ 5.2 | ||||||||
Holdback recorded in accrued liabilities | 0.5 | ||||||||
Tamrotor Kompressorit Oy [Member] | Capital in Excess of Par Value [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisition of non-controlling interest | 2.3 | ||||||||
Tamrotor Kompressorit Oy [Member] | Accumulated Other Comprehensive Loss [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Acquisition of non-controlling interest | $ 1.5 | ||||||||
ILS Innovative Laborsysteme GmbH and Zinsser Analytic GmbH [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Percentage interest acquired | 100.00% | ||||||||
Net cash paid to acquire business | $ 18.8 | $ 0.3 | |||||||
Goodwill deductible for tax purposes | $ 0 | ||||||||
TriContinent Scientific, Inc [Member] | |||||||||
Business Combinations [Abstract] | |||||||||
Percentage interest acquired | 100.00% | ||||||||
Cash consideration | $ 28.8 | ||||||||
Holdback recorded in accrued liabilities | 4.7 | ||||||||
Goodwill deductible for tax purposes | 0 | ||||||||
Total consideration | 30.8 | ||||||||
Equity consideration | $ 2 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Costs [Abstract] | |||||
Impairment of other intangible assets | $ 1.5 | $ 7.2 | $ 1.6 | $ 25.3 | $ 78.1 |
Restructuring Program [Roll Forward] | |||||
Balance at beginning of period | 20.9 | 2 | 2.5 | ||
Charged to expense - termination benefits | 2.4 | 30.1 | 3.8 | ||
Charged to expense - other | 2.9 | 2.8 | 0.9 | ||
Payments | (20.6) | (13.6) | (5.1) | ||
Other, net | 1.1 | (0.4) | (0.1) | ||
Balance at end of period | 6.7 | 20.9 | 2 | ||
Restructuring Reserves [Abstract] | |||||
Restructuring reserves included in accrued liabilities | 6.5 | 20.2 | |||
Restructuring reserves included in other liabilities | 0.2 | 0.7 | |||
Industrials Restructuring Program [Member] | |||||
Restructuring Program [Roll Forward] | |||||
Balance at beginning of period | 11.1 | 2 | 2.5 | ||
Charged to expense - termination benefits | 3.6 | 21 | 3.8 | ||
Charged to expense - other | 2.1 | 2 | 0.9 | ||
Payments | (13.2) | (13.3) | (5.1) | ||
Other, net | 0.7 | (0.6) | (0.1) | ||
Balance at end of period | 4.3 | 11.1 | 2 | ||
Industrials Restructuring Program [Member] | Trademarks [Member] | |||||
Restructuring Costs [Abstract] | |||||
Impairment of other intangible assets | $ 1.5 | ||||
Industrials Restructuring Program [Member] | Other Operating Expense, Net [Member] | |||||
Restructuring Costs [Abstract] | |||||
Restructuring costs incurred to date | 38.5 | ||||
Energy Restructuring Program [Member] | |||||
Restructuring Program [Roll Forward] | |||||
Balance at beginning of period | 5.6 | 0 | 0 | ||
Charged to expense - termination benefits | (0.1) | 4.9 | 0 | ||
Charged to expense - other | 0.7 | 0.8 | 0 | ||
Payments | (4.9) | (0.3) | 0 | ||
Other, net | 0 | 0.2 | 0 | ||
Balance at end of period | 1.3 | 5.6 | 0 | ||
Energy Restructuring Program [Member] | Other Operating Expense, Net [Member] | |||||
Restructuring Costs [Abstract] | |||||
Restructuring costs incurred to date | 6.3 | ||||
Medical Restructuring Program [Member] | |||||
Restructuring Program [Roll Forward] | |||||
Balance at beginning of period | 4.2 | 0 | 0 | ||
Charged to expense - termination benefits | (1.1) | 4.2 | 0 | ||
Charged to expense - other | 0.1 | 0 | 0 | ||
Payments | (2.5) | 0 | 0 | ||
Other, net | 0.4 | 0 | 0 | ||
Balance at end of period | 1.1 | $ 4.2 | $ 0 | ||
Medical Restructuring Program [Member] | Other Operating Expense, Net [Member] | |||||
Restructuring Costs [Abstract] | |||||
Restructuring costs incurred to date | $ 3.2 |
Allowance for Doubtful Accoun53
Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Allowance for Doubtful Trade Accounts Receivable [Roll Forward] | ||||
Balance at beginning of the period | $ 18.7 | $ 19.3 | $ 16.8 | |
Provision charged to expense | 3.5 | 2.7 | 5.7 | |
Write-offs, net of recoveries | (4.8) | (2.4) | (2) | |
Charged to other accounts | [1] | 1.3 | (0.9) | (1.2) |
Balance at end of the period | $ 18.7 | $ 18.7 | $ 19.3 | |
[1] | Primarily includes the effect of foreign currency translation adjustments for the Company's subsidiaries with functional currencies other than the USD. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Raw materials, including parts and subassemblies | $ 362.6 | $ 312.9 |
Work-in-process | 57.9 | 45.3 |
Finished goods | 60.6 | 69.8 |
Inventories, gross | 481.1 | 428 |
Excess of LIFO costs over FIFO costs | 13.4 | 15.9 |
Inventories | 494.5 | 443.9 |
FIFO Inventories | $ 366.9 | $ 322.9 |
Percentage of FIFO inventory | 74.00% | 73.00% |
LIFO Inventories | $ 127.6 | $ 121 |
Percentage of LIFO inventory | 26.00% | 27.00% |
Property, Plant, and Equipmen55
Property, Plant, and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant, and Equipment [Abstract] | |||
Land and land improvements | $ 34.7 | $ 34.4 | |
Buildings | 137.4 | 122.7 | |
Machinery and equipment | 261.8 | 217.3 | |
Tooling, dies, patterns, etc. | 55.9 | 42.9 | |
Office furniture and equipment | 37.3 | 26.6 | |
Other | 16.9 | 9.8 | |
Construction in progress | 23 | 50.8 | |
Property, plant and equipment, gross | 567 | 504.5 | |
Accumulated depreciation | (203.8) | (146.1) | |
Property, plant and equipment, net | $ 363.2 | $ 358.4 | $ 340.8 |
Goodwill and Other Intangible56
Goodwill and Other Intangible Assets (Details) $ in Millions | 3 Months Ended | 12 Months Ended | 36 Months Ended | |||||||
Dec. 31, 2017USD ($)Trademark | Dec. 31, 2016USD ($)Trademark | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($)Trademark | Sep. 30, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)Entity | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)Business | ||
Goodwill [Roll Forward] | ||||||||||
Balance at beginning of period | $ 1,154.7 | $ 1,191 | ||||||||
Acquisitions | 7.9 | 4.1 | ||||||||
Impairment | $ (343.3) | 0 | 0 | $ (343.3) | ||||||
Correction of purchase accounting allocation | (15.3) | |||||||||
Foreign currency translation | (25.1) | |||||||||
Foreign currency translation and other | [1] | 65 | ||||||||
Balance at end of period | $ 1,227.6 | $ 1,154.7 | 1,191 | 1,227.6 | 1,154.7 | 1,191 | $ 1,227.6 | |||
Number of entities acquired | Business | 4 | |||||||||
Amortized intangible assets [Abstract] | ||||||||||
Accumulated amortization | (576.6) | (431.3) | (576.6) | (431.3) | $ (576.6) | |||||
Unamortized intangible assets [Abstract] | ||||||||||
Total other intangible assets | 2,007.8 | 1,901.2 | 2,007.8 | 1,901.2 | 2,007.8 | |||||
Amortization of intangible assets | 118.9 | 124.2 | 115.4 | |||||||
Estimated Amortization of intangible assets 2018 | 118.1 | 118.1 | 118.1 | |||||||
Estimated Amortization of intangible assets 2019 | 118.1 | 118.1 | 118.1 | |||||||
Estimated Amortization of intangible assets 2020 | 118.1 | 118.1 | 118.1 | |||||||
Estimated Amortization of intangible assets 2021 | 118.1 | 118.1 | 118.1 | |||||||
Estimated Amortization of intangible assets 2022 | 118.1 | 118.1 | 118.1 | |||||||
Impairment of other intangible assets | $ 1.5 | $ 7.2 | 1.6 | 25.3 | 78.1 | |||||
Industrials [Member] | ||||||||||
Goodwill [Roll Forward] | ||||||||||
Balance at beginning of period | 515.8 | 550.9 | ||||||||
Acquisitions | 7.9 | 0 | ||||||||
Correction of purchase accounting allocation | (15.3) | |||||||||
Foreign currency translation | (19.8) | |||||||||
Foreign currency translation and other | [1] | 37.9 | ||||||||
Balance at end of period | 561.6 | 515.8 | 550.9 | 561.6 | 515.8 | 550.9 | 561.6 | |||
Energy [Member] | ||||||||||
Goodwill [Roll Forward] | ||||||||||
Balance at beginning of period | 439.9 | 441.4 | ||||||||
Acquisitions | 0 | 0 | ||||||||
Correction of purchase accounting allocation | 0 | |||||||||
Foreign currency translation | (1.5) | |||||||||
Foreign currency translation and other | [1] | 20.3 | ||||||||
Balance at end of period | 460.2 | 439.9 | 441.4 | 460.2 | 439.9 | 441.4 | 460.2 | |||
Accumulated goodwill impairment losses | 563.9 | 563.9 | 563.9 | 563.9 | 563.9 | |||||
Medical [Member] | ||||||||||
Goodwill [Roll Forward] | ||||||||||
Balance at beginning of period | 199 | 198.7 | ||||||||
Acquisitions | 0 | 4.1 | ||||||||
Correction of purchase accounting allocation | 0.4 | 0 | ||||||||
Foreign currency translation | (3.8) | |||||||||
Foreign currency translation and other | [1] | 6.8 | ||||||||
Balance at end of period | 205.8 | 199 | 198.7 | 205.8 | $ 199 | $ 198.7 | 205.8 | |||
Number of entities acquired | Entity | 2 | |||||||||
Trademarks [Member] | ||||||||||
Unamortized intangible assets [Abstract] | ||||||||||
Gross carrying amount | 623.5 | 609.5 | 623.5 | $ 609.5 | 623.5 | |||||
Impairment of intangible assets, indefinite-lived | 1.5 | 24.4 | 71.1 | |||||||
Trademarks [Member] | Industrials [Member] | ||||||||||
Unamortized intangible assets [Abstract] | ||||||||||
Impairment of intangible assets, indefinite-lived | $ 1.2 | $ 23.2 | 5 | |||||||
Number of trademarks | Trademark | 2 | 3 | ||||||||
Trademarks [Member] | Energy [Member] | ||||||||||
Unamortized intangible assets [Abstract] | ||||||||||
Impairment of intangible assets, indefinite-lived | $ 0.3 | $ 1.2 | 13.5 | |||||||
Trademarks [Member] | Medical [Member] | ||||||||||
Unamortized intangible assets [Abstract] | ||||||||||
Impairment of intangible assets, indefinite-lived | 3.7 | |||||||||
Nash Trademark [Member] | Industrials [Member] | ||||||||||
Unamortized intangible assets [Abstract] | ||||||||||
Impairment of intangible assets, indefinite-lived | $ 41.8 | |||||||||
Number of trademarks | Trademark | 6 | |||||||||
Nash Trademark [Member] | Energy [Member] | ||||||||||
Unamortized intangible assets [Abstract] | ||||||||||
Impairment of intangible assets, indefinite-lived | $ 10.8 | |||||||||
Customer Lists and Relationships [Member] | ||||||||||
Amortized intangible assets [Abstract] | ||||||||||
Gross carrying amount | 1,226.8 | 1,160.5 | 1,226.8 | 1,160.5 | 1,226.8 | |||||
Accumulated amortization | (473) | (345.5) | (473) | (345.5) | (473) | |||||
Acquired Technology [Member] | ||||||||||
Amortized intangible assets [Abstract] | ||||||||||
Gross carrying amount | 8.1 | 7.1 | 8.1 | 7.1 | 8.1 | |||||
Accumulated amortization | (4) | (2.2) | (4) | (2.2) | (4) | |||||
Trademarks [Member] | ||||||||||
Amortized intangible assets [Abstract] | ||||||||||
Gross carrying amount | 30.3 | 27.4 | 30.3 | 27.4 | 30.3 | |||||
Accumulated amortization | (10.6) | (6.9) | (10.6) | (6.9) | (10.6) | |||||
Backlog [Member] | ||||||||||
Amortized intangible assets [Abstract] | ||||||||||
Gross carrying amount | 65.5 | 60.3 | 65.5 | 60.3 | 65.5 | |||||
Accumulated amortization | (65.5) | (60.3) | (65.5) | (60.3) | (65.5) | |||||
Other [Member] | ||||||||||
Amortized intangible assets [Abstract] | ||||||||||
Gross carrying amount | 53.6 | 36.4 | 53.6 | 36.4 | 53.6 | |||||
Accumulated amortization | $ (23.5) | $ (16.4) | $ (23.5) | $ (16.4) | $ (23.5) | |||||
Customer Relationships [Member] | Energy [Member] | ||||||||||
Amortized intangible assets [Abstract] | ||||||||||
Impairment of intangible assets, finite-lived | $ 3.5 | |||||||||
[1] | During the fiscal year ended December 31, 2017, the Company recorded an increase in goodwill of $0.4 million as a result of measurement period adjustments in the Medical segment. |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Accrued Liabilities [Abstract] | ||||
Salaries, wages and related fringe benefits | $ 97.3 | $ 56.5 | ||
Restructuring | 6.5 | 20.2 | ||
Taxes | 34.5 | 37.1 | ||
Advance payments on sales contracts | 42.7 | 43 | ||
Product warranty | 22.3 | 21.7 | ||
Accrued interest | 0.8 | 15.5 | ||
Other | 67.1 | 64.5 | ||
Total accrued liabilities | 271.2 | 258.5 | ||
Accrued Product Warranty Liability [Roll Forward] | ||||
Balance at beginning of period | 21.7 | 27.6 | $ 22.9 | |
Product warranty accruals | 24.1 | 18.2 | 26.2 | |
Settlements | (25) | (22.7) | (20.4) | |
Charged to other accounts | [1] | 1.5 | (1.4) | (1.1) |
Balance at end of period | $ 22.3 | $ 21.7 | $ 27.6 | |
[1] | Includes primarily the effects of foreign currency translation adjustments for the Company's subsidiaries with functional currencies other than the USD, and changes in the accrual related to acquisitions or divestitures of businesses. |
Debt, Summary of Debt (Details)
Debt, Summary of Debt (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | May 31, 2017 | Dec. 31, 2016 | ||
Debt [Abstract] | ||||
Short-term borrowings | $ 0 | $ 0 | ||
Long-term debt [Abstract] | ||||
Unamortized debt issuance costs | (4.9) | (58.9) | ||
Total long-term debt, net, including current maturities | 2,040.2 | 2,778.3 | ||
Current maturities of long-term debt | 20.9 | 24.5 | ||
Total long-term debt, net | 2,019.3 | 2,753.8 | ||
Revolving Credit Facility, Due 2020 [Member] | ||||
Long-term debt [Abstract] | ||||
Long-term debt | $ 0 | 0 | ||
Debt instrument maturity date | Apr. 30, 2020 | |||
Receivables Financing Agreement, Due 2020 [Member] | ||||
Long-term debt [Abstract] | ||||
Long-term debt | $ 0 | 0 | ||
Debt instrument maturity date | Jun. 30, 2020 | |||
Term Loan Denominated in U.S. Dollars Due 2020 [Member] | ||||
Long-term debt [Abstract] | ||||
Long-term debt | [1],[2] | $ 0 | $ 1,833.2 | |
Debt instrument maturity date | Dec. 31, 2020 | |||
Weighted-average interest rate | 4.56% | 4.25% | ||
Unamortized discounts | $ 0.7 | $ 5 | ||
Term Loan Denominated in Euros Due 2020 [Member] | ||||
Long-term debt [Abstract] | ||||
Long-term debt | [3],[4] | $ 0 | $ 405.5 | |
Debt instrument maturity date | Dec. 31, 2020 | |||
Weighted-average interest rate | 4.75% | 4.75% | ||
Unamortized discounts | $ 1.4 | |||
Term Loan Denominated in U.S. Dollars, Due 2024 [Member] | ||||
Long-term debt [Abstract] | ||||
Long-term debt | [5] | $ 1,282.3 | 0 | |
Debt instrument maturity date | Dec. 31, 2024 | |||
Interest rate | 4.44% | |||
Weighted-average interest rate | 4.07% | |||
Term Loan Denominated in Euros, Due 2024 [Member] | ||||
Long-term debt [Abstract] | ||||
Long-term debt | [6] | $ 735.9 | 0 | |
Debt instrument maturity date | Dec. 31, 2024 | |||
Interest rate | 3.00% | |||
Weighted-average interest rate | 3.00% | |||
Senior Notes Due 2021 [Member] | ||||
Long-term debt [Abstract] | ||||
Long-term debt | [7] | $ 0 | 575 | |
Debt instrument maturity date | Aug. 15, 2021 | |||
Interest rate | 6.875% | |||
Second Mortgages [Member] | ||||
Long-term debt [Abstract] | ||||
Long-term debt | [8] | $ 0 | 1.9 | |
Interest rate | 4.80% | |||
Capitalized Leases and Other Long-Term Debt [Member] | ||||
Long-term debt [Abstract] | ||||
Long-term debt | $ 26.9 | $ 21.6 | ||
[1] | The weighted-average interest rate was 4.56% for the period from January 1, 2017 through August 17, 2017 and 4.25% for the year ended December 31, 2016. | |||
[2] | This amount is shown net of unamortized discounts of $5.0 million as of December 31, 2016. | |||
[3] | The weighted-average interest rate was 4.75% for the period from January 1, 2017 through August 17, 2017 and 4.75% for the year ended December 31, 2016. | |||
[4] | This amount is shown net of unamortized discounts of $1.4 million as of December 31, 2016. | |||
[5] | As of December 31, 2017, the applicable interest rate was 4.44% and the weighted-average rate was 4.07% for the period from August 17, 2017 through December 31, 2017. | |||
[6] | As of December 31, 2017, the applicable interest rate was 3.00% and the weighted-average rate was 3.00% for the period from August 17, 2017 through December 31, 2017. | |||
[7] | This amount consists of the $575.0 million aggregate principal 6.875% senior notes due 2021 that were entered into in connection with the KKR transaction on July 30, 2013. Interest on the Senior Notes is payable on February 15 and August 15 of each year. The senior notes were redeemed in May 2017. | |||
[8] | This amount consists of a fixed-rate 4.80% commercial loan secured by the Company's facility in Bad Neustadt, Germany. The mortgage was paid in December 2017. |
Debt, Senior Secured Credit Fac
Debt, Senior Secured Credit Facilities (Details) € in Millions, $ in Millions | Aug. 17, 2017USD ($) | Jun. 30, 2017 | May 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2014 | Aug. 17, 2017EUR (€) | Dec. 31, 2016USD ($) | Mar. 04, 2016USD ($) | Jul. 30, 2013USD ($) | Jul. 30, 2013EUR (€) |
LIBOR [Member] | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Term of variable rate | 1 month | |||||||||
Federal Funds Effective Rate [Member] | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||
Basis spread on variable rate | 0.50% | |||||||||
Senior Secured Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 2,825 | |||||||||
Prepayments [Abstract] | ||||||||||
Percentage of annual excess cash flow for prepayment of outstanding loan | 50.00% | |||||||||
Percentage of annual excess cash flow for prepayment of outstanding loan under restrictive covenants | 25.00% | |||||||||
Percentage of the net cash proceeds of all non-ordinary course asset sales for prepayment of outstanding term loan | 100.00% | |||||||||
Percentage of net cash proceeds of any incurrence of debt for prepayment of outstanding term loan | 100.00% | |||||||||
Certain Covenants and Events of Default [Abstract] | ||||||||||
Consolidated Total Debt to Consolidated EBITDA ratio | 5 | |||||||||
Other non-cash collateralized letters of credit maximum amount under restrictive covenant | $ 25 | |||||||||
Senior Secured Credit Facility [Member] | Maximum [Member] | ||||||||||
Prepayments [Abstract] | ||||||||||
Consolidated secured debt to consolidated EBITDA ratio considered for prepayment of outstanding term loan under covenant one | 3.50 | |||||||||
Certain Covenants and Events of Default [Abstract] | ||||||||||
Investments in unrestricted subsidiaries | $ 100 | |||||||||
Percentage of consolidated EBITDA | 25.00% | |||||||||
Letters of credit under restrictive covenant | $ 80 | |||||||||
Provision of non-cash collateralized letters of credit outstanding | $ 50 | |||||||||
Senior Secured Credit Facility [Member] | Minimum [Member] | ||||||||||
Prepayments [Abstract] | ||||||||||
Consolidated secured debt to consolidated EBITDA ratio considered for prepayment of outstanding term loan under covenant two | 3 | |||||||||
Certain Covenants and Events of Default [Abstract] | ||||||||||
Aggregate amount of non-cash collateralized letters of credit outstanding | $ 120 | |||||||||
Senior Secured Credit Facility [Member] | Condition One [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
EBITDA amount | $ 250 | |||||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 5.50 | |||||||||
Senior Secured Credit Facility [Member] | Condition Two [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 4.50 | |||||||||
Original Dollar Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 276.8 | $ 35 | $ 50 | 1,900 | ||||||
Maximum borrowing capacity | $ 1,285.5 | |||||||||
Write-off of unamortized debt issuance costs | 4.3 | |||||||||
Original issue discounts | 0.7 | 5 | ||||||||
Prepayments [Abstract] | ||||||||||
Percentage of premium on prepayment of term loan | 1.00% | |||||||||
Amortization and Final Maturity [Abstract] | ||||||||||
Percentage of original principal amount for quarterly installment payment of debt amortization | 1.00% | |||||||||
Accrued and unpaid interest | $ 1.5 | |||||||||
Original Dollar Term Loan Facility [Member] | LIBOR [Member] | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||
Basis spread on variable rate | 0.00% | 1.00% | 2.75% | |||||||
Original Dollar Term Loan Facility [Member] | Base Rate [Member] | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||
Basis spread on variable rate | 1.75% | |||||||||
Euro Term Loan Due in 2020 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | € | € 400 | |||||||||
Maximum borrowing capacity | € | € 615 | |||||||||
Original issue discounts | $ 1.4 | |||||||||
Prepayments [Abstract] | ||||||||||
Percentage of premium on prepayment of term loan | 1.00% | |||||||||
Amortization and Final Maturity [Abstract] | ||||||||||
Percentage of original principal amount for quarterly installment payment of debt amortization | 1.00% | |||||||||
Euro Term Loan Due in 2020 [Member] | LIBOR [Member] | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||
Basis spread on variable rate | 0.00% | 1.00% | 3.00% | |||||||
Original Dollar Term Loan Facility And Euro Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Write-off of unamortized debt issuance costs | $ 29.4 | |||||||||
Original issue discounts | $ 4.7 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 360 | $ 400 | ||||||||
Decrease in borrowing capacity | $ 40 | |||||||||
Expected decrease in borrowing capacity next year | $ 269.9 | |||||||||
Letters of credit outstanding | 7.4 | |||||||||
Unused availability | $ 352.6 | |||||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 7 | |||||||||
Interest Rate and Fees [Abstract] | ||||||||||
Commitment fee | 0.50% | |||||||||
Revolving Credit Facility [Member] | LIBOR [Member] | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||
Basis spread on variable rate | 0.00% | 3.25% | ||||||||
Revolving Credit Facility [Member] | Base Rate [Member] | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||
Basis spread on variable rate | 2.25% | |||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 7.50 | |||||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Certain Covenants and Events of Default [Abstract] | ||||||||||
Aggregate amount of non-cash collateralized letters of credit outstanding | $ 300 | |||||||||
Revolving Credit Facility [Member] | Condition Three [Member] | ||||||||||
Interest Rate and Fees [Abstract] | ||||||||||
Commitment fee | 0.375% | |||||||||
Revolving Credit Facility [Member] | Condition Three [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated senior secured debt to consolidated EBITDA ratio | 3 | |||||||||
Revolving Credit Facility [Member] | Letter of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 200 |
Debt, Receivables Financing Agr
Debt, Receivables Financing Agreement (Details) € in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | May 31, 2016USD ($) | |
LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding borrowing | $ 1,282.3 | € 613.5 | |
Receivables Financing Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Increase in aggregate borrowing capacity | 50 | ||
Aggregate borrowing capacity | 125 | ||
Outstanding borrowing | 0 | ||
Letters of credit outstanding | 33.4 | ||
Remaining borrowing capacity | $ 66.8 | ||
Letters of credit interest rate | 1.60% | ||
Prior notice period for prepayment of borrowings or letters of credit | 1 day | ||
Prior notice period for termination of agreement | 15 days | ||
Receivables Financing Agreement [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.60% | 1.60% | |
Receivables Financing Agreement [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.60% | 1.60% | |
Receivables Financing Agreement [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate borrowing | $ 75 |
Debt, Senior Notes, Total Debt
Debt, Senior Notes, Total Debt Maturities and Operating Lease Commitments (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 30, 2013 | |
Debt Instrument [Line Items] | ||||
Premium paid on senior notes | $ 29.7 | $ 0 | $ 0 | |
Total Debt Maturities [Abstract] | ||||
Debt maturities, 2018 | 20.9 | |||
Debt maturities, 2019 | 21.1 | |||
Debt maturities, 2020 | 21.3 | |||
Debt maturities, 2021 | 21.3 | |||
Debt maturities, 2022 | 21.4 | |||
Debt maturities, thereafter | 1,939.1 | |||
Operating Lease Commitments [Abstract] | ||||
Annual rental payments for operating leases | 30.8 | $ 32.3 | $ 34.4 | |
Future minimum rental payments for operating leases, 2018 | 22.9 | |||
Future minimum rental payments for operating leases, 2019 | 18.6 | |||
Future minimum rental payments for operating leases, 2020 | 14 | |||
Future minimum rental payments for operating leases, 2021 | 8.8 | |||
Future minimum rental payments for operating leases, 2022 | 5.4 | |||
Future minimum rental payments for operating leases, thereafter | 12.3 | |||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 604.6 | |||
Percentage of principal amount redeemed | 105.156% | |||
Accrued and unpaid interest | $ 10.2 | |||
Write-off of unamortized debt issuance costs | 15.8 | |||
Premium paid on senior notes | $ 29.7 | |||
Senior Notes [Member] | Gardener Denver Inc. [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 575 |
Benefit Plans, Reconciliation o
Benefit Plans, Reconciliation of Changes in Benefit Obligations and Fair Value of Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Fair Value of Plan Assets [Roll Forward] | |||
Beginning balance | $ 262.2 | ||
Fair value of plan assets ending balance | 301.8 | $ 262.2 | |
Pension Benefits [Member] | U.S. Plans [Member] | |||
Reconciliation of Benefit Obligations [Roll Forward] | |||
Beginning balance | 59.7 | 67.1 | |
Service cost | 0 | 0 | $ 0 |
Interest cost | 2.3 | 2.5 | 2.6 |
Actuarial (gains) losses | 2 | (4.1) | |
Benefit payments | (2.8) | (2.9) | |
Plan curtailments | 0 | 0 | |
Plan settlements | (1.5) | (2.9) | |
Effect of foreign currency exchange rate changes | 0 | 0 | |
Benefit obligations ending balance | 59.7 | 59.7 | 67.1 |
Reconciliation of Fair Value of Plan Assets [Roll Forward] | |||
Beginning balance | 59.3 | 60.8 | |
Actual return on plan assets | 8 | 4.2 | |
Employer contributions | 0.1 | 0.1 | |
Plan settlements | (1.5) | (2.9) | |
Benefit payments | (2.8) | (2.9) | |
Effect of foreign currency exchange rate changes | 0 | 0 | |
Fair value of plan assets ending balance | 63.1 | 59.3 | 60.8 |
Funded Status as of Period End | 3.4 | (0.4) | |
Pension Benefits [Member] | Non-U.S. Plans [Member] | |||
Reconciliation of Benefit Obligations [Roll Forward] | |||
Beginning balance | 323.7 | 310.4 | |
Service cost | 1.9 | 1.6 | 1.8 |
Interest cost | 7.8 | 8.8 | 9.5 |
Actuarial (gains) losses | (22.5) | 51.5 | |
Benefit payments | (9.1) | (9.2) | |
Plan curtailments | 0 | (0.1) | |
Plan settlements | 0 | 0 | |
Effect of foreign currency exchange rate changes | 34.1 | (39.3) | |
Benefit obligations ending balance | 335.9 | 323.7 | 310.4 |
Reconciliation of Fair Value of Plan Assets [Roll Forward] | |||
Beginning balance | 202.9 | 204.4 | |
Actual return on plan assets | 17.9 | 32.8 | |
Employer contributions | 5.7 | 5.2 | |
Plan settlements | 0 | 0 | |
Benefit payments | (9.1) | (9.2) | |
Effect of foreign currency exchange rate changes | 21.3 | (30.3) | |
Fair value of plan assets ending balance | 238.7 | 202.9 | 204.4 |
Funded Status as of Period End | (97.2) | (120.8) | |
Other Postretirement Benefits [Member] | |||
Reconciliation of Benefit Obligations [Roll Forward] | |||
Beginning balance | 3.2 | 3.3 | |
Service cost | 0 | 0 | 0 |
Interest cost | 0.1 | 0.2 | 0.2 |
Actuarial (gains) losses | 0.2 | 0 | |
Benefit payments | (0.2) | (0.2) | |
Plan curtailments | 0 | 0 | |
Plan settlements | 0 | 0 | |
Effect of foreign currency exchange rate changes | 0.1 | (0.1) | |
Benefit obligations ending balance | 3.4 | 3.2 | $ 3.3 |
Reconciliation of Fair Value of Plan Assets [Roll Forward] | |||
Funded Status as of Period End | $ (3.4) | $ (3.2) |
Benefit Plans, Recognized as Co
Benefit Plans, Recognized as Component of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Pension Benefits [Member] | ||
Amounts Recognized as a Component of Accumulated Other Comprehensive (Loss) Income [Abstract] | ||
Estimated amount of net losses to be amortized from accumulated other comprehensive (loss) income into net periodic benefit cost | $ 1.9 | |
Estimated amount of prior service costs to be amortized from accumulated other comprehensive (loss) income into net periodic benefit cost | 0 | |
Pension Benefits [Member] | U.S. Plans [Member] | ||
Amounts Recognized as a Component of Accumulated Other Comprehensive (Loss) Income [Abstract] | ||
Net actuarial losses (gains) | 0.9 | $ 2.4 |
Amounts included in accumulated other comprehensive (loss) income | 0.9 | 2.4 |
Pension Benefits [Member] | Non-U.S. Plans [Member] | ||
Amounts Recognized as a Component of Accumulated Other Comprehensive (Loss) Income [Abstract] | ||
Net actuarial losses (gains) | 50.5 | 78.9 |
Amounts included in accumulated other comprehensive (loss) income | 50.5 | 78.9 |
Other Postretirement Benefits [Member] | ||
Amounts Recognized as a Component of Accumulated Other Comprehensive (Loss) Income [Abstract] | ||
Net actuarial losses (gains) | (0.1) | (0.3) |
Amounts included in accumulated other comprehensive (loss) income | (0.1) | $ (0.3) |
Estimated amount of net losses to be amortized from accumulated other comprehensive (loss) income into net periodic benefit cost | 0 | |
Estimated amount of prior service costs to be amortized from accumulated other comprehensive (loss) income into net periodic benefit cost | $ 0 |
Benefit Plans, Pension and Othe
Benefit Plans, Pension and Other Postretirement Benefit Liabilities in Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Total Pension and Other Postretirement Benefit Liabilities Included in Balance Sheets [Abstract] | ||
Other assets | $ 4.6 | $ 0 |
Accrued liabilities | (2) | (1.7) |
Pension and other postretirement benefits | $ (99.8) | $ (122.7) |
Benefit Plans, Accumulated Bene
Benefit Plans, Accumulated Benefit Obligation in Excess of Plan Assets (Details) - Pension Benefits [Member] - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
U.S. Plans [Member] | ||
Accumulated Benefit Obligation in Excess of Plan Assets [Abstract] | ||
Projected benefit obligations | $ 0.1 | $ 1.1 |
Accumulated benefit obligation | 0.1 | 1.1 |
Fair value of plan assets | 0 | 0 |
Accumulated benefit obligation | 58.6 | 59.7 |
Non-U.S. Plans [Member] | ||
Accumulated Benefit Obligation in Excess of Plan Assets [Abstract] | ||
Projected benefit obligations | 323 | 311.9 |
Accumulated benefit obligation | 318.9 | 307.2 |
Fair value of plan assets | 228.2 | 193.3 |
Accumulated benefit obligation | $ 329.4 | $ 316.8 |
Benefit Plans, Net Periodic Ben
Benefit Plans, Net Periodic Benefit Cost and Other Comprehensive (Loss) Income, Before Income Tax Effects (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension Benefits [Member] | U.S. Plans [Member] | |||
Net Periodic Benefit Cost (Income) [Abstract] | |||
Service cost | $ 0 | $ 0 | $ 0 |
Interest cost | 2.3 | 2.5 | 2.6 |
Expected return on plan assets | (4.4) | (4.4) | (4.8) |
Amortization of prior-service cost | 0 | 0 | 0 |
Amortization of net actuarial loss | 0 | 0 | 0 |
Net periodic benefit cost (income) | (2.1) | (1.9) | (2.2) |
Loss due to curtailments or settlements | 0 | 0.1 | 0 |
Total net periodic benefit cost (income) recognized | (2.1) | (1.8) | (2.2) |
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income [Abstract] | |||
Net actuarial (gain) loss | (1.5) | (3.9) | 1.2 |
Amortization of net actuarial loss | 0 | (0.1) | 0 |
Prior service cost | 0 | 0 | 0 |
Amortization of prior service cost | 0 | 0 | 0 |
Effect of foreign currency exchange rate changes | 0 | 0 | 0 |
Total recognized in other comprehensive (loss) income | (1.5) | (4) | 1.2 |
Total recognized in net periodic benefit cost (income) and other comprehensive (loss) income | (3.6) | (5.8) | (1) |
Pension Benefits [Member] | Non-U.S. Plans [Member] | |||
Net Periodic Benefit Cost (Income) [Abstract] | |||
Service cost | 1.9 | 1.6 | 1.8 |
Interest cost | 7.8 | 8.8 | 9.5 |
Expected return on plan assets | (10.4) | (10.8) | (13) |
Amortization of prior-service cost | 0 | 0 | 0 |
Amortization of net actuarial loss | 5 | 2.8 | 1.6 |
Net periodic benefit cost (income) | 4.3 | 2.4 | (0.1) |
Loss due to curtailments or settlements | 0 | 0 | 0 |
Total net periodic benefit cost (income) recognized | 4.3 | 2.4 | (0.1) |
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income [Abstract] | |||
Net actuarial (gain) loss | (29.9) | 29.5 | 17.1 |
Amortization of net actuarial loss | (5) | (2.8) | (1.6) |
Prior service cost | 0 | 0 | 0.3 |
Amortization of prior service cost | 0 | (0.1) | 0 |
Effect of foreign currency exchange rate changes | 6.5 | (8.3) | (4.1) |
Total recognized in other comprehensive (loss) income | (28.4) | 18.3 | 11.7 |
Total recognized in net periodic benefit cost (income) and other comprehensive (loss) income | (24.1) | 20.7 | 11.6 |
Other Postretirement Benefits [Member] | |||
Net Periodic Benefit Cost (Income) [Abstract] | |||
Service cost | 0 | 0 | 0 |
Interest cost | 0.1 | 0.2 | 0.2 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of prior-service cost | 0 | 0 | 0 |
Amortization of net actuarial loss | 0 | 0 | 0 |
Net periodic benefit cost (income) | 0.1 | 0.2 | 0.2 |
Loss due to curtailments or settlements | 0 | 0 | 0 |
Total net periodic benefit cost (income) recognized | 0.1 | 0.2 | 0.2 |
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income [Abstract] | |||
Net actuarial (gain) loss | 0.2 | 0 | (0.2) |
Amortization of net actuarial loss | 0 | 0 | 0 |
Prior service cost | 0 | 0 | 0 |
Amortization of prior service cost | 0 | 0 | 0 |
Effect of foreign currency exchange rate changes | 0 | 0 | 0 |
Total recognized in other comprehensive (loss) income | 0.2 | 0 | (0.2) |
Total recognized in net periodic benefit cost (income) and other comprehensive (loss) income | $ 0.3 | $ 0.2 | $ 0 |
Benefit Plans, Weighted Average
Benefit Plans, Weighted Average Actuarial Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension Benefits [Member] | U.S. Plans [Member] | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 4.00% | 4.10% | 3.80% |
Expected long-term rate of return on plan assets | 7.75% | 7.75% | 7.75% |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 3.60% | 4.00% | 4.10% |
Pension Benefits [Member] | Non-U.S. Plans [Member] | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 2.30% | 3.30% | 3.10% |
Expected long-term rate of return on plan assets | 5.00% | 6.20% | 6.20% |
Rate of compensation increases | 2.80% | 2.90% | 3.00% |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 2.30% | 2.30% | 3.30% |
Rate of compensation increases | 2.80% | 2.80% | 2.90% |
Other Postretirement Benefits [Member] | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | |||
Discount rate | 4.70% | 4.70% | 4.50% |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | |||
Discount rate | 4.40% | 4.70% | 4.70% |
Benefit Plans, Assumed Health C
Benefit Plans, Assumed Health Care Cost Trend Rate (Details) - Other Postretirement Benefits [Member] | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract] | |||
Healthcare cost trend rate assumed for next year | 8.40% | 8.70% | 8.70% |
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | 8.40% | 8.70% | 8.70% |
Year that the date reaches the ultimate trend rate | 2,019 | 2,018 | 2,017 |
Benefit Plans, Effects of One-P
Benefit Plans, Effects of One-Percentage-Point Change in Assumed Healthcare Cost Trend Rates (Details) - Maximum [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rate [Abstract] | |
Effect on total of service and interest cost components of net periodic benefit cost - 1% increase | $ 0.1 |
Effect on total of service and interest cost components of net periodic benefit cost - 1% decrease | 0.1 |
Effect on the postretirement benefit obligation - 1% increase | 0.1 |
Effect on the postretirement benefit obligation - 1% decrease | $ 0.1 |
Benefit Plans, Estimated Benefi
Benefit Plans, Estimated Benefit Payments for the Next Five Years (Details) $ in Millions | Dec. 31, 2017USD ($) |
Pension Benefits [Member] | U.S. Plans [Member] | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2,018 | $ 4.8 |
2,019 | 4.9 |
2,020 | 4.5 |
2,021 | 4.8 |
2,022 | 4.4 |
Aggregate 2023-2027 | 19.6 |
Expected future employer contributions, next fiscal year | 0.1 |
Pension Benefits [Member] | Non-U.S. Plans [Member] | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2,018 | 9.3 |
2,019 | 10 |
2,020 | 10.4 |
2,021 | 11 |
2,022 | 11.8 |
Aggregate 2023-2027 | 65.6 |
Expected future employer contributions, next fiscal year | 6.6 |
Other Postretirement Benefits [Member] | |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2,018 | 0.3 |
2,019 | 0.3 |
2,020 | 0.3 |
2,021 | 0.3 |
2,022 | 0.2 |
Aggregate 2023-2027 | 1.1 |
Expected future employer contributions, next fiscal year | $ 0.3 |
Benefit Plans, Long-Term Target
Benefit Plans, Long-Term Target Allocations (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |
Percentage of U.S. and U.K pension plans in total benefit obligation | 74.00% |
Percentage of U.S. and U.K pension plans in total plan assets | 90.00% |
U.S. Plans [Member] | |
Defined Benefit Plan, Assets, Target Allocations [Abstract] | |
Long-term target allocation | 100.00% |
U.S. Plans [Member] | Cash and Cash Equivalents [Member] | |
Defined Benefit Plan, Assets, Target Allocations [Abstract] | |
Long-term target allocation | 1.00% |
U.S. Plans [Member] | Equity [Member] | |
Defined Benefit Plan, Assets, Target Allocations [Abstract] | |
Long-term target allocation | 52.00% |
U.S. Plans [Member] | Fixed Income [Member] | |
Defined Benefit Plan, Assets, Target Allocations [Abstract] | |
Long-term target allocation | 37.00% |
U.S. Plans [Member] | Real Estate and Other [Member] | |
Defined Benefit Plan, Assets, Target Allocations [Abstract] | |
Long-term target allocation | 10.00% |
UK Plan [Member] | |
Defined Benefit Plan, Assets, Target Allocations [Abstract] | |
Long-term target allocation | 100.00% |
UK Plan [Member] | Cash and Cash Equivalents [Member] | |
Defined Benefit Plan, Assets, Target Allocations [Abstract] | |
Long-term target allocation | 4.00% |
UK Plan [Member] | Equity [Member] | |
Defined Benefit Plan, Assets, Target Allocations [Abstract] | |
Long-term target allocation | 50.00% |
UK Plan [Member] | Fixed Income [Member] | |
Defined Benefit Plan, Assets, Target Allocations [Abstract] | |
Long-term target allocation | 26.00% |
UK Plan [Member] | Real Estate and Other [Member] | |
Defined Benefit Plan, Assets, Target Allocations [Abstract] | |
Long-term target allocation | 20.00% |
Benefit Plans, Fair Values of P
Benefit Plans, Fair Values of Pension Plan Assets by Asset Category (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | $ 301.8 | $ 262.2 | ||
Total contribution to defined contribution plans | 13.7 | 12.8 | $ 17.2 | |
Amount of actuarially calculated contribution | 3.9 | 3.5 | ||
Cash and Cash Equivalents [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [1] | 2.3 | 1.9 | |
Equity Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 176.1 | 151.1 | ||
Equity Funds [Member] | U.S. Large-Cap [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 32.1 | 27.8 | ||
Equity Funds [Member] | U.S. Mid-Cap and Small-Cap [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 3.1 | 2.9 | ||
Equity Funds [Member] | International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [2] | 140.9 | 120.4 | |
Fixed Income Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 79.9 | 70.1 | ||
Fixed Income Funds [Member] | Corporate Bonds - Domestic [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 13.2 | 12.1 | ||
Fixed Income Funds [Member] | Diversified Domestic Securities [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 10.1 | 9.5 | ||
Fixed Income Funds [Member] | Corporate Bonds - International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 20.9 | 18 | ||
Fixed Income Funds [Member] | UK Index-Linked Gilts [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 35.7 | 30.5 | ||
Other Types of Investments [Member] | US Real Estate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [3] | 6.4 | 6.3 | |
Other Types of Investments [Member] | International Real Estate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [3] | 20.8 | 18.6 | |
Other Types of Investments [Member] | Other [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [4] | 16.3 | 14.2 | |
Investments Measured at NAV [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [5] | 102 | 90.5 | |
Investments Measured at NAV [Member] | Cash and Cash Equivalents [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [1],[5] | 0 | 0 | |
Investments Measured at NAV [Member] | Equity Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [5] | 72.3 | 62.6 | |
Investments Measured at NAV [Member] | Equity Funds [Member] | U.S. Large-Cap [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [5] | 19.5 | 18.2 | |
Investments Measured at NAV [Member] | Equity Funds [Member] | U.S. Mid-Cap and Small-Cap [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [5] | 3.1 | 2.9 | |
Investments Measured at NAV [Member] | Equity Funds [Member] | International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [2],[5] | 49.7 | 41.5 | |
Investments Measured at NAV [Member] | Fixed Income Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [5] | 23.3 | 21.6 | |
Investments Measured at NAV [Member] | Fixed Income Funds [Member] | Corporate Bonds - Domestic [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [5] | 13.2 | 12.1 | |
Investments Measured at NAV [Member] | Fixed Income Funds [Member] | Diversified Domestic Securities [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [5] | 10.1 | 9.5 | |
Investments Measured at NAV [Member] | Fixed Income Funds [Member] | Corporate Bonds - International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [5] | 0 | 0 | |
Investments Measured at NAV [Member] | Fixed Income Funds [Member] | UK Index-Linked Gilts [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [5] | 0 | 0 | |
Investments Measured at NAV [Member] | Other Types of Investments [Member] | US Real Estate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [3],[5] | 6.4 | 6.3 | |
Investments Measured at NAV [Member] | Other Types of Investments [Member] | International Real Estate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [3],[5] | 0 | 0 | |
Investments Measured at NAV [Member] | Other Types of Investments [Member] | Other [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [4],[5] | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 21.6 | 17.2 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Cash and Cash Equivalents [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [1] | 2.3 | 1.9 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 19.3 | 15.3 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Funds [Member] | U.S. Large-Cap [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Funds [Member] | U.S. Mid-Cap and Small-Cap [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Funds [Member] | International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [2] | 19.3 | 15.3 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fixed Income Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fixed Income Funds [Member] | Corporate Bonds - Domestic [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fixed Income Funds [Member] | Diversified Domestic Securities [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fixed Income Funds [Member] | Corporate Bonds - International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fixed Income Funds [Member] | UK Index-Linked Gilts [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Other Types of Investments [Member] | US Real Estate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [3] | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Other Types of Investments [Member] | International Real Estate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [3] | 0 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Other Types of Investments [Member] | Other [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [4] | 0 | 0 | |
Significant Observable Inputs (Level 2) [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 161.9 | 140.3 | ||
Significant Observable Inputs (Level 2) [Member] | Cash and Cash Equivalents [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [1] | 0 | 0 | |
Significant Observable Inputs (Level 2) [Member] | Equity Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 84.5 | 73.2 | ||
Significant Observable Inputs (Level 2) [Member] | Equity Funds [Member] | U.S. Large-Cap [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 12.6 | 9.6 | ||
Significant Observable Inputs (Level 2) [Member] | Equity Funds [Member] | U.S. Mid-Cap and Small-Cap [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Observable Inputs (Level 2) [Member] | Equity Funds [Member] | International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [2] | 71.9 | 63.6 | |
Significant Observable Inputs (Level 2) [Member] | Fixed Income Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 56.6 | 48.5 | ||
Significant Observable Inputs (Level 2) [Member] | Fixed Income Funds [Member] | Corporate Bonds - Domestic [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Observable Inputs (Level 2) [Member] | Fixed Income Funds [Member] | Diversified Domestic Securities [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Observable Inputs (Level 2) [Member] | Fixed Income Funds [Member] | Corporate Bonds - International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 20.9 | 18 | ||
Significant Observable Inputs (Level 2) [Member] | Fixed Income Funds [Member] | UK Index-Linked Gilts [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 35.7 | 30.5 | ||
Significant Observable Inputs (Level 2) [Member] | Other Types of Investments [Member] | US Real Estate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [3] | 0 | 0 | |
Significant Observable Inputs (Level 2) [Member] | Other Types of Investments [Member] | International Real Estate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [3] | 20.8 | 18.6 | |
Significant Observable Inputs (Level 2) [Member] | Other Types of Investments [Member] | Other [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [4] | 0 | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 16.3 | 14.2 | ||
Significant Unobservable Inputs (Level 3) [Member] | Cash and Cash Equivalents [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [1] | 0 | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Equity Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Equity Funds [Member] | U.S. Large-Cap [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Equity Funds [Member] | U.S. Mid-Cap and Small-Cap [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Equity Funds [Member] | International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [2] | 0 | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Fixed Income Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Fixed Income Funds [Member] | Corporate Bonds - Domestic [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Fixed Income Funds [Member] | Diversified Domestic Securities [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Fixed Income Funds [Member] | Corporate Bonds - International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Fixed Income Funds [Member] | UK Index-Linked Gilts [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | Other Types of Investments [Member] | US Real Estate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [3] | 0 | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Other Types of Investments [Member] | International Real Estate [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [3] | 0 | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | Other Types of Investments [Member] | Other [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | [4] | $ 16.3 | $ 14.2 | |
[1] | Cash and cash equivalents consist of traditional domestic and foreign highly liquid short-term securities with the goal of providing liquidity and preservation of capital while maximizing return on assets. | |||
[2] | The International category consists of investment funds focused on companies operating in developed and emerging markets outside of the U.S. These investments target broad diversification across large and mid/small-cap companies and economic sectors. | |||
[3] | U.S. and International real estate consists primarily of equity and debt investments made, directly or indirectly, in various interests in unimproved and improved real properties. | |||
[4] | Other investments consist of insurance and reinsurance contracts securing the retirement benefits. The fair value of these contracts was calculated at the discount value of premiums paid by the Company, less expenses charged by the insurance providers. The insurance providers with which the Company has placed these contracts are well-known financial institutions with an established history of providing insurance services. | |||
[5] | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders' Equity [Abstract] | ||
Voting common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Voting common stock, shares outstanding (in shares) | 196,217,971 | 148,654,906 |
Voting common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Accumulated Other Comprehensi74
Accumulated Other Comprehensive (Loss) Income, Accumulated Other Comprehensive (Loss) Income Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning balance | $ 265.9 | |||||
Before tax income (loss) | 124.6 | $ (71) | $ (118.4) | |||
Income tax effect | 18 | (5.8) | (11.9) | |||
Other comprehensive income (loss), net of tax | 142.6 | [1] | (76.8) | [1] | (130.3) | |
Ending balance | 1,476.8 | 265.9 | ||||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning balance | (342.4) | [1] | (265.6) | [1] | (135.3) | |
Ending balance | [1] | (199.8) | (342.4) | (265.6) | ||
Cumulative Currency Translation Adjustment [Member] | ||||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning balance | (324.2) | [1] | (248) | [1] | (111.7) | |
Before tax income (loss) | 157.6 | (76.2) | (136.3) | |||
Income tax effect | 0 | 0 | 0 | |||
Other comprehensive income (loss), net of tax | 157.6 | [1] | (76.2) | [1] | (136.3) | |
Ending balance | [1] | (166.6) | (324.2) | (248) | ||
Foreign Currency Gains and (Losses) [Member] | ||||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning balance | 88.6 | [1] | 75 | [1] | 42.4 | |
Before tax income (loss) | (82.8) | 21 | 56.8 | |||
Income tax effect | 31.2 | (7.4) | (24.2) | |||
Other comprehensive income (loss), net of tax | (51.6) | [1] | 13.6 | [1] | 32.6 | |
Ending balance | [1] | 37 | 88.6 | 75 | ||
Unrealized (Losses) Gains on Cash Flow Hedges [Member] | ||||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning balance | (42.2) | [1] | (41.3) | [1] | (25.4) | |
Before tax income (loss) | 20 | (1.5) | (25.6) | |||
Income tax effect | (7.6) | 0.6 | 9.7 | |||
Other comprehensive income (loss), net of tax | 12.4 | [1] | (0.9) | [1] | (15.9) | |
Ending balance | [1] | (29.8) | (42.2) | (41.3) | ||
Pension and Postretirement Benefit Plans [Member] | ||||||
Accumulated Other Comprehensive Income [Roll Forward] | ||||||
Beginning balance | (64.6) | [1] | (51.3) | [1] | (40.6) | |
Before tax income (loss) | 29.8 | (14.3) | (13.3) | |||
Income tax effect | (5.6) | 1 | 2.6 | |||
Other comprehensive income (loss), net of tax | 24.2 | [1] | (13.3) | [1] | (10.7) | |
Ending balance | [1] | $ (40.4) | $ (64.6) | $ (51.3) | ||
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
Accumulated Other Comprehensi75
Accumulated Other Comprehensive (Loss) Income, Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | $ 265.9 | |||||
Other comprehensive income (loss) before reclassifications | [1] | 128 | $ (85.9) | |||
Amounts reclassified from accumulated other comprehensive income | [1] | 14.6 | 9.1 | |||
Other comprehensive income (loss), net of tax | 142.6 | [1] | (76.8) | [1] | $ (130.3) | |
Ending balance | 1,476.8 | 265.9 | ||||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | (342.4) | [1] | (265.6) | [1] | (135.3) | |
Ending balance | [1] | (199.8) | (342.4) | (265.6) | ||
Cumulative Currency Translation Adjustment [Member] | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | (324.2) | [1] | (248) | [1] | (111.7) | |
Other comprehensive income (loss) before reclassifications | [1] | 157.6 | (76.2) | |||
Amounts reclassified from accumulated other comprehensive income | [1] | 0 | 0 | |||
Other comprehensive income (loss), net of tax | 157.6 | [1] | (76.2) | [1] | (136.3) | |
Ending balance | [1] | (166.6) | (324.2) | (248) | ||
Foreign Currency (Losses) and Gains [Member] | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | 88.6 | [1] | 75 | [1] | 42.4 | |
Other comprehensive income (loss) before reclassifications | [1] | (51.6) | 13.6 | |||
Amounts reclassified from accumulated other comprehensive income | [1] | 0 | 0 | |||
Other comprehensive income (loss), net of tax | (51.6) | [1] | 13.6 | [1] | 32.6 | |
Ending balance | [1] | 37 | 88.6 | 75 | ||
Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | (42.2) | [1] | (41.3) | [1] | (25.4) | |
Other comprehensive income (loss) before reclassifications | [1] | 0.9 | (8.1) | |||
Amounts reclassified from accumulated other comprehensive income | [1] | 11.5 | 7.2 | |||
Other comprehensive income (loss), net of tax | 12.4 | [1] | (0.9) | [1] | (15.9) | |
Ending balance | [1] | (29.8) | (42.2) | (41.3) | ||
Pension and Postretirement Benefit Plans [Member] | ||||||
Changes in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | (64.6) | [1] | (51.3) | [1] | (40.6) | |
Other comprehensive income (loss) before reclassifications | [1] | 21.1 | (15.2) | |||
Amounts reclassified from accumulated other comprehensive income | [1] | 3.1 | 1.9 | |||
Other comprehensive income (loss), net of tax | 24.2 | [1] | (13.3) | [1] | (10.7) | |
Ending balance | [1] | $ (40.4) | $ (64.6) | $ (51.3) | ||
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
Accumulated Other Comprehensi76
Accumulated Other Comprehensive (Loss) Income, Reclassifications out of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Statement [Abstract] | ||||
Interest expense | $ 140.7 | $ 170.3 | $ 162.9 | |
Total before tax | (112.7) | (63.2) | (366.7) | |
Income tax benefit | 131.2 | 31.9 | 14.7 | |
Net of tax | 18.5 | (31.3) | $ (352) | |
Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member] | ||||
Income Statement [Abstract] | ||||
Net of tax | 14.6 | 9.1 | ||
Loss on Cash Flow Hedges - Interest Rate Swaps [Member] | Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member] | ||||
Income Statement [Abstract] | ||||
Interest expense | 18.5 | 11.6 | ||
Total before tax | 18.5 | 11.6 | ||
Income tax benefit | (7) | (4.4) | ||
Net of tax | 11.5 | 7.2 | ||
Amortization of Defined Benefit Pension and Other Postretirement Benefit Items [Member] | Reclassification out of Accumulated Other Comprehensive (Loss) Income [Member] | ||||
Income Statement [Abstract] | ||||
Net periodic benefit cost | [1] | 5 | 3 | |
Total before tax | 5 | 3 | ||
Income tax benefit | (1.9) | (1.1) | ||
Net of tax | $ 3.1 | $ 1.9 | ||
[1] | These components are included in the computation of net periodic benefit cost (see Note 11 "Benefit Plans" for additional details). |
Income Taxes, Loss Before Incom
Income Taxes, Loss Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Before Income Taxes [Abstract] | |||
U.S. | $ (145.8) | $ (149.4) | $ (450) |
Non-U.S. | 33.1 | 86.2 | 83.3 |
Loss Before Income Taxes | $ (112.7) | $ (63.2) | $ (366.7) |
Income Taxes, (Benefit) Provisi
Income Taxes, (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current [Abstract] | |||
U.S. federal | $ 64 | $ (6.6) | $ 0 |
U.S. state and local | 3 | 1.3 | 1.6 |
Non-U.S. | 49.8 | 57.8 | 46.7 |
Deferred [Abstract] | |||
U.S. federal | (217.5) | (61.4) | (31.5) |
U.S. state and local | 0 | (3.4) | (9.3) |
Non-U.S. | (30.5) | (19.6) | (22.2) |
Benefit for income taxes | $ (131.2) | $ (31.9) | $ (14.7) |
Income Taxes, Effective Income
Income Taxes, Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation [Abstract] | ||||
U.S. federal corporate statutory rate | 35.00% | 35.00% | 35.00% | |
State and local taxes, less federal tax benefit | 3.10% | 4.00% | 2.30% | |
U.S. deferred tax rate change from 35% to 21% | 79.50% | 0.00% | 0.00% | |
Net effects of foreign tax rate differential | 6.20% | 19.90% | 1.50% | |
Sale of subsidiary | (4.60%) | (17.10%) | 0.00% | |
Repatriation cost | 3.80% | 4.40% | (0.30%) | |
U.S. transition tax toll charge net of FTC | (56.20%) | 0.00% | 0.00% | |
ASC 740-30 | 61.20% | 26.30% | (2.00%) | |
Valuation allowance changes | (1.10%) | (15.90%) | (0.50%) | |
Impairment of goodwill and intangible assets | 0.00% | (0.60%) | (31.70%) | |
Uncertain tax positions | 1.90% | (7.00%) | (0.40%) | |
Nondeductible equity compensation | (9.20%) | 0.00% | 0.00% | |
Nondeductible foreign interest expense | (3.00%) | 0.00% | 0.00% | |
Other, net | (0.30%) | 1.50% | 0.10% | |
Effective income tax rate | 116.30% | 50.50% | 4.00% | |
Plan [Member] | ||||
Effective Income Tax Rate Reconciliation [Abstract] | ||||
U.S. federal corporate statutory rate | 21.00% |
Income Taxes, Components of Def
Income Taxes, Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred Tax Assets [Abstract] | ||||
Reserves and accruals | $ 62.4 | $ 38.2 | ||
Postretirement benefits other than pensions | 0.7 | 1.1 | ||
Postretirement benefits - pensions | 15.6 | 20.9 | ||
Tax loss carryforwards | 41.8 | 58 | ||
Foreign tax credit carryforwards | 29.8 | 11.6 | ||
Other | 19.4 | 33.1 | ||
Total deferred tax assets | 169.7 | 162.9 | ||
Valuation allowance | (47.9) | (33.6) | ||
Deferred Tax Liabilities [Abstract] | ||||
LIFO inventory | (9.3) | (17) | ||
Property, plant, and equipment | (21) | (28.6) | ||
Intangibles | (322.2) | (444.3) | ||
Unremitted foreign earnings | (9.3) | (77.3) | $ (94.6) | $ (94.1) |
Other | 3.5 | (48.3) | ||
Total deferred tax liabilities | (358.3) | (615.5) | ||
Net deferred income tax liability | (236.5) | $ (486.2) | ||
Change in U.S. tax rate reduction amount | $ 158.6 |
Income Taxes, Net Operating Los
Income Taxes, Net Operating Losses (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
U.S. Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses, tax benefit | $ 15.1 |
Net operating losses, valuation allowance | $ (2) |
U.S. Federal [Member] | Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses, expiration date | Dec. 31, 2035 |
U.S. Federal [Member] | Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses, expiration date | Dec. 31, 2037 |
Non U.S. [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses, tax benefit | $ 2.7 |
Net operating losses one, tax benefit | 8.1 |
Net operating losses, valuation allowance | (0.8) |
Net operating losses one, valuation allowance | $ (7.7) |
Non U.S. [Member] | Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses, expiration date | Dec. 31, 2018 |
Non U.S. [Member] | Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses, expiration date | Dec. 31, 2037 |
U.S. State and Local [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses, tax benefit | $ 5.4 |
Net operating losses, valuation allowance | $ 0 |
U.S. State and Local [Member] | Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses, expiration date | Dec. 31, 2034 |
U.S. State and Local [Member] | Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating losses, expiration date | Dec. 31, 2037 |
Income Taxes, Tax Credit Carryf
Income Taxes, Tax Credit Carryforwards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Tax Credit Carryforward [Line Items] | |
Alternative minimum tax credit | $ 0.9 |
Other deferred tax assets, tax benefit | 5.3 |
Other deferred tax assets, valuation allowance | (0.1) |
Total tax carryforwards, tax benefit | 78.8 |
Total tax carryforwards, valuation allowance | (47.9) |
U.S. Federal [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit, tax benefit | 33.4 |
Tax credit, valuation allowance | $ (29.9) |
U.S. Federal [Member] | Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit, expiration date | Dec. 31, 2023 |
U.S. Federal [Member] | Maximum [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit, expiration date | Dec. 31, 2037 |
U.S. State and Local [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit, tax benefit | $ 0.5 |
Tax credit, valuation allowance | $ 0 |
U.S. State and Local [Member] | Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit, expiration date | Dec. 31, 2018 |
U.S. State and Local [Member] | Maximum [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit, expiration date | Dec. 31, 2034 |
Capital Losses [Member] | U.S. Federal [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit, tax benefit | $ 6.9 |
Tax credit, valuation allowance | $ (6.9) |
Tax credit, expiration date | Dec. 31, 2021 |
Capital Losses [Member] | Non U.S. [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit, tax benefit | $ 0.5 |
Tax credit, valuation allowance | $ (0.5) |
Income Taxes, Valuation Allowan
Income Taxes, Valuation Allowance for Deferred Tax Assets (Details) - Valuation Allowance of Deferred Tax Assets [Member] - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Valuation allowance for deferred tax assets at beginning of the period | $ 33.6 | $ 23.8 | $ 27.5 | |
Revaluation and change due to U.S. Tax Reform | 10.7 | 0 | 0 | |
Charged to tax expense | 3.1 | 12.5 | 4.8 | |
Charged to other accounts | 1.6 | (0.1) | 0 | |
Deductions | [1] | (1.1) | (2.6) | (8.5) |
Valuation allowance for deferred tax assets at end of the period | $ 47.9 | $ 33.6 | $ 23.8 | |
[1] | Deductions relate to the realization of net operating losses or the removal of deferred tax assets. |
Income Taxes, Unrecognized Tax
Income Taxes, Unrecognized Tax Benefits and Other Disclosures (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017USD ($)Jurisdiction | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Income Taxes [Abstract] | ||||
Unrecognized tax benefits, that would effect effective tax rate if recognized | $ 12.6 | |||
Unrecognized tax benefits offset by reduction of corresponding deferred tax asset | 1.2 | |||
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ||||
Beginning balance | 6.8 | $ 4.8 | $ 4 | |
Gross increases for tax positions of prior years | 11.2 | 3.1 | 0 | |
Gross decreases for tax positions of prior years | 0 | 0 | (0.4) | |
Gross increases for tax positions of current year | 0.6 | 0 | 1.8 | |
Settlements | (6.2) | (0.4) | 0 | |
Lapse of statute of limitations | (0.3) | (0.7) | (0.6) | |
Changes due to currency fluctuations | 0.5 | 0 | 0 | |
Ending balance | 12.6 | 6.8 | 4.8 | |
Accrued interest and penalties | $ 0.8 | 3 | ||
Income Tax Contingency [Line Items] | ||||
Number of jurisdictions outside U.S. | Jurisdiction | 33 | |||
Deferred tax liability for repatriation of unremitted foreign earnings | $ 114 | |||
Unremitted foreign earnings | (9.3) | $ (77.3) | $ (94.6) | $ (94.1) |
Accumulated earnings of non-U.S. subsidiaries | 287 | |||
Repatriate accumulated earnings | 200 | |||
Income tax reconciliation withholding tax | $ 9.3 | |||
United Kingdom [Member] | Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Year under examination | 2,012 | |||
United Kingdom [Member] | Maximum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Year under examination | 2,014 | |||
Germany [Member] | Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Open tax year | 2,008 | |||
Year under examination | 2,011 | |||
Germany [Member] | Maximum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Open tax year | 2,010 | |||
Year under examination | 2,014 | |||
Italy [Member] | Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Year under examination | 2,012 | |||
Italy [Member] | Maximum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Year under examination | 2,014 | |||
U.S. Federal [Member] | Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Open tax year | 2,014 | |||
U.S. State and Local [Member] | Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Open tax year | 2,013 | |||
Non U.S. [Member] | Minimum [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Open tax year | 2,005 |
Stock-Based Compensation Plans,
Stock-Based Compensation Plans, Stock-Based Award Plan Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued liabilities | $ 271.2 | $ 258.5 | |
2013 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant and reserved for issuance (in shares) | 20,900 | ||
2013 Stock Incentive Plan [Member] | Equity Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0 | ||
2013 Stock Incentive Plan [Member] | Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued liabilities | 16.8 | ||
2013 Stock Incentive Plan [Member] | Performance Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 77.6 | ||
2013 Stock Incentive Plan [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 77.6 | ||
Unrecognized compensation cost | $ 9.1 | $ 68 | |
2013 Stock Incentive Plan [Member] | Stock Options and Stock Appreciation Rights [Member] | |||
Shares [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 13,285 | 17,033 | 18,214 |
Granted (in shares) | 799 | 2,427 | 1,075 |
Settled (in shares) | (193) | (1,980) | (304) |
Forfeited (in shares) | (1,057) | (2,931) | (1,952) |
Converted to liability (in shares) | (1,264) | ||
Outstanding, ending balance (in shares) | 12,834 | 13,285 | 17,033 |
Vested (in shares) | 9,459 | ||
Outstanding Weighted-Average Exercise Price [Abstract] | |||
Outstanding, beginning balance (in dollars per share) | $ 8.85 | $ 8.36 | $ 8.23 |
Granted (in dollars per share) | 20 | 10.75 | 10.61 |
Settled (in dollars per share) | 8.17 | 8.18 | 8.33 |
Forfeited (in dollars per share) | 8.34 | 8.31 | 8.43 |
Converted to liability (in dollars per share) | 8.16 | ||
Outstanding, ending balance (in dollars per share) | 9.54 | $ 8.85 | $ 8.36 |
Vested (in dollars per share) | $ 9.05 | ||
Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Outstanding, weighted average remaining contractual term | 6 years 9 months 22 days | ||
Vested, weighted average remaining contractual term | 6 years 7 months 2 days | ||
Outstanding, aggregate intrinsic value of in-the-money options | $ 313.1 | ||
Vested, aggregate intrinsic value of in-the-money options | 235.4 | ||
2013 Stock Incentive Plan [Member] | Time Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 77.6 | ||
2013 Stock Incentive Plan [Member] | 5 Years Vesting [Member] | Performance Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% | ||
2013 Stock Incentive Plan [Member] | 5 Years Vesting [Member] | Time Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% | ||
2013 Stock Incentive Plan [Member] | 4 Years Vesting [Member] | Performance Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% | ||
2013 Stock Incentive Plan [Member] | 4 Years Vesting [Member] | Time Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% | ||
2013 Stock Incentive Plan [Member] | 3 Years Vesting [Member] | Performance Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% | ||
2013 Stock Incentive Plan [Member] | 3 Years Vesting [Member] | Time Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of awards vesting | 50.00% |
Stock-Based Compensation Plan86
Stock-Based Compensation Plans, Assumptions Used to Estimate Fair Value of Options Granted (Details) - 2013 Stock Incentive Plan [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 20, 2017 |
Stock Options [Member] | |||||
Assumptions [Abstract] | |||||
Stock-based compensation expense | $ 77.6 | ||||
Stock Options and Stock Appreciation Rights [Member] | |||||
Assumptions [Abstract] | |||||
Expected life of options | 5 years 1 month 6 days | 4 years 9 months 18 days | |||
Risk-free interest rate | 1.30% | 1.60% | |||
Assumed volatility | 49.50% | 49.90% | |||
Expected dividend rate | 0.00% | 0.00% | 0.00% | ||
Stock Options and Stock Appreciation Rights [Member] | Minimum [Member] | |||||
Assumptions [Abstract] | |||||
Expected life of options | 5 years | ||||
Risk-free interest rate | 1.90% | ||||
Assumed volatility | 41.20% | ||||
Stock Options and Stock Appreciation Rights [Member] | Maximum [Member] | |||||
Assumptions [Abstract] | |||||
Expected life of options | 6 years 3 months | ||||
Risk-free interest rate | 2.10% | ||||
Assumed volatility | 45.80% | ||||
Deferred Stock Units [Member] | |||||
Assumptions [Abstract] | |||||
Expected life of options | 1 year 5 months 1 day | ||||
Assumed volatility | 51.50% | ||||
Deferred stock units authorized (in shares) | 5.5 | ||||
Fair value of deferred stock units (in dollars per share) | $ 17.20 | ||||
Initial public offering share price (in dollars per share) | $ 20 | ||||
Stock-based compensation expense | $ 97.4 | ||||
Reclassified amount from "accrued liabilities" to "capital in excess of par value | $ 6 | ||||
Shares reclassified from accrued liabilities to capital in excess of par value (in shares) | 0.2 |
Stock-Based Compensation Plan87
Stock-Based Compensation Plans, Assumptions Used to Estimate Fair Value of DSUs Granted (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2017 | May 31, 2017 | |
2013 Stock Incentive Plan [Member] | ||
Assumptions [Abstract] | ||
Number of shares available for grant and reserved for issuance (in shares) | 20.9 | |
2013 Stock Incentive Plan [Member] | Deferred Stock Units [Member] | ||
Assumptions [Abstract] | ||
Average length of holding period restrictions | 1 year 5 months 1 day | |
Assumed volatility | 51.50% | |
2017 Omnibus Incentive Plan [Member] | ||
Assumptions [Abstract] | ||
Number of shares available for grant and reserved for issuance (in shares) | 8.6 | |
Number of shares granted (in shares) | 0 |
Hedging Activities, Derivativ88
Hedging Activities, Derivative Instruments and Credit Risk, Hedging Activities and Derivative Instruments within the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Maximum [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Maturity period of foreign currency contracts | 1 year | ||||
Cross Currency Interest Rate Swap Contracts [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Notional amount | $ 100 | ||||
Cross Currency Interest Rate Swap Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Notional amount | $ 100 | $ 100 | $ 100 | ||
Cross Currency Interest Rate Swap Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Net Investment [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Notional amount | [1] | 200 | |||
Cross Currency Interest Rate Swap Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Notional amount | $ 100 | ||||
Cross Currency Interest Rate Swap Contracts [Member] | Other Current Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Net Investment [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Assets fair value | [1] | 0 | |||
Cross Currency Interest Rate Swap Contracts [Member] | Other Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Net Investment [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Assets fair value | [1] | 26.8 | |||
Cross Currency Interest Rate Swap Contracts [Member] | Accrued Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Net Investment [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Liabilities fair value | [1] | 0 | |||
Cross Currency Interest Rate Swap Contracts [Member] | Other Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Net Investment [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Liabilities fair value | [1] | 0 | |||
Interest Rate Swap Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Notional amount | [1] | 1,125 | 1,125 | ||
Interest Rate Swap Contracts [Member] | Other Current Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Assets fair value | [1] | 0 | 0 | ||
Interest Rate Swap Contracts [Member] | Other Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Assets fair value | [1] | 0 | 0 | ||
Interest Rate Swap Contracts [Member] | Accrued Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Liabilities fair value | [1] | 16.1 | 16.3 | ||
Interest Rate Swap Contracts [Member] | Other Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | Cash Flow [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Liabilities fair value | [1] | 30.6 | 47.2 | ||
Foreign Currency Forwards [Member] | Maximum [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Notional amount | 46 | ||||
Foreign Currency Forwards [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Notional amount | [1] | 79 | |||
Foreign Currency Forwards [Member] | Other Current Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Assets fair value | [1] | 0.9 | |||
Foreign Currency Forwards [Member] | Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Assets fair value | [1] | 0 | |||
Foreign Currency Forwards [Member] | Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Liabilities fair value | [1] | 0 | |||
Foreign Currency Forwards [Member] | Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Liabilities fair value | [1] | 0 | |||
Foreign Currency Forwards [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Notional amount | [1] | 94.4 | 42.8 | ||
Foreign Currency Forwards [Member] | Other Current Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Assets fair value | [1] | 0 | 0 | ||
Foreign Currency Forwards [Member] | Other Assets [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Assets fair value | [1] | 0 | 0 | ||
Foreign Currency Forwards [Member] | Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Liabilities fair value | [1] | 1.2 | 0.2 | ||
Foreign Currency Forwards [Member] | Other Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Fair Value [Member] | |||||
Notional Amounts, Fair Values and Classification of Outstanding Derivatives by Risk Category and Instrument Type [Abstract] | |||||
Liabilities fair value | [1] | $ 0 | $ 0 | ||
[1] | Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively. |
Hedging Activities, Derivativ89
Hedging Activities, Derivative Instruments and Credit Risk, Derivative Instruments included in the Condensed Consolidated Statements of Comprehensive Loss (Details) - Interest Rate Swap Contracts [Member] - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Gains and Losses on Derivatives Designated as Cash Flow Hedges [Abstract] | ||||
Gain (loss) recognized in AOCI on derivatives (effective portion) | [1] | $ 1.5 | $ (13.2) | $ (26.9) |
Loss reclassified from AOCI into income (effective portion) | [1] | (18.5) | (11.6) | (1.3) |
(Loss) gain recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing) | [1] | $ (2.1) | $ 0.2 | $ 0.3 |
[1] | Losses on derivatives reclassified from accumulated other comprehensive income ("AOCI") into income (effective portion) were included in "Interest expense" in the Consolidated Statements of Operations. Ineffective portions of changes in the fair value of cash flow hedges were recognized in earnings and included in "Interest expense" in the Consolidated Statements of Operations. |
Hedging Activities, Derivativ90
Hedging Activities, Derivative Instruments and Credit Risk, Interest Rate Swap Contracts (Details) - 12 months ended Dec. 31, 2017 € in Millions, $ in Millions | USD ($)Contract | EUR (€)Contract |
LIBOR [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Expected losses to be reclassified out of AOCI into earnings during next 12 months | $ 17.8 | |
Long-term debt outstanding | $ 1,282.3 | € 613.5 |
Interest Rate Swap Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Number of contracts | Contract | 12 | 12 |
Interest Rate Swap Contracts [Member] | LIBOR [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Long-term debt hedged | $ 1,125 | |
Interest Rate Swap Contracts [Member] | LIBOR [Member] | Minimum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fixed interest rate | 2.90% | 2.90% |
Interest Rate Swap Contracts [Member] | LIBOR [Member] | Maximum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fixed interest rate | 4.40% | 4.40% |
Hedging Activities, Derivativ91
Hedging Activities, Derivative Instruments and Credit Risk, Foreign Currency Forward Contracts (Details) - Foreign Currency Forwards [Member] $ in Millions | Dec. 31, 2017USD ($)Contract |
Derivatives, Fair Value [Line Items] | |
Number of contracts | Contract | 3 |
Minimum [Member] | |
Derivatives, Fair Value [Line Items] | |
Notional amount | $ 19.4 |
Maximum [Member] | |
Derivatives, Fair Value [Line Items] | |
Notional amount | $ 46 |
Hedging Activities, Derivativ92
Hedging Activities, Derivative Instruments and Credit Risk, Derivative Instruments not Designated as Accounting Hedges (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative instruments not designated as accounting hedges [Abstract] | |||
Total foreign currency transaction (losses) gains, net | $ (9.3) | $ 5.9 | $ (1.1) |
Gain on Cross Currency Interest Rate Swaps not Designated as Hedges [Member] | |||
Derivative instruments not designated as accounting hedges [Abstract] | |||
Total foreign currency transaction (losses) gains, net | 0 | 0 | 8 |
Foreign Currency Forward Contracts (Losses) Gains [Member] | |||
Derivative instruments not designated as accounting hedges [Abstract] | |||
Total foreign currency transaction (losses) gains, net | $ (7) | $ 19.2 | $ (0.5) |
Hedging Activities, Derivativ93
Hedging Activities, Derivative Instruments and Credit Risk, Investment in Consolidated Subsidiaries with Functional Currencies Other than USD (Details) € in Millions, $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2017USD ($)Contract | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017EUR (€)Contract | Aug. 17, 2017EUR (€) | Dec. 31, 2016EUR (€) | Dec. 31, 2014USD ($)Contract | |
Derivatives, Fair Value [Line Items] | |||||||
Proceeds from the termination of derivatives | $ 6.2 | $ 0 | $ 0 | ||||
Changes in the value of debt and designated interest rate swaps [Abstract] | |||||||
Off-balance sheet derivative instruments | 0 | 0 | |||||
Euro Term Loan Due in 2020 [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Long-term debt hedged | € | € 613.5 | € 615 | € 387 | ||||
Cross Currency Interest Rate Swap Contracts [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Number of contracts | Contract | 2 | ||||||
Notional amount | $ 100 | ||||||
Cross Currency Interest Rate Swap Contracts [Member] | Designated as Hedging Instrument [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount | $ 100 | 100 | 100 | ||||
Cross Currency Interest Rate Swap Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount | $ 100 | ||||||
Interest Rate Swap Contracts [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Number of contracts | Contract | 12 | 12 | |||||
Changes in the value of debt and designated interest rate swaps [Abstract] | |||||||
(Loss) gain, net of income tax, recorded through other comprehensive income | $ (50.2) | 12.6 | |||||
Balance included in accumulated other comprehensive income (loss) at December 31, 2017 and 2016 respectively | $ 32.1 | $ 82.3 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Carrying value of goodwill | $ 1,227.6 | $ 1,154.7 | $ 1,191 | $ 1,227.6 | $ 1,154.7 | $ 1,191 | |
Non-cash impairment charge on goodwill | 343.3 | 0 | 0 | 343.3 | |||
Petroleum and Industrial Pumps [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Carrying value of goodwill | 529.3 | 529.3 | |||||
Write-down Estimated Implied Fair Value of Goodwill | 186 | 186 | |||||
Non-cash impairment charge on goodwill | 343.3 | ||||||
Trademarks [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Carrying value of indefinite lived assets | 623.5 | 609.5 | 623.5 | 609.5 | |||
Non-cash impairment charge on indefinite lived intangible assets | 1.5 | 24.4 | 71.1 | ||||
Senior Notes [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Carrying value of notes | [1] | 0 | 575 | 0 | 575 | ||
Level 2 [Member] | Senior Notes [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Carrying value of notes | 575 | 575 | |||||
Estimated fair value of notes | 573.6 | 573.6 | |||||
Recurring [Member] | |||||||
Financial Assets [Abstract] | |||||||
Foreign currency forwards | [2] | 0.9 | 0.9 | ||||
Cross currency interest rate swaps | [3] | 26.8 | 26.8 | ||||
Trading securities held in deferred compensation plan | [4] | 5.8 | 4.2 | 5.8 | 4.2 | ||
Total | 5.8 | 31.9 | 5.8 | 31.9 | |||
Financial Liabilities [Abstract] | |||||||
Foreign currency forwards | [2] | 1.2 | 0.2 | 1.2 | 0.2 | ||
Interest rate swaps | [5] | 46.7 | 63.5 | 46.7 | 63.5 | ||
Deferred compensation plan | [4] | 5.8 | 4.2 | 5.8 | 4.2 | ||
Total | 53.7 | 67.9 | 53.7 | 67.9 | |||
Recurring [Member] | Level 1 [Member] | |||||||
Financial Assets [Abstract] | |||||||
Foreign currency forwards | [2] | 0 | 0 | ||||
Cross currency interest rate swaps | [3] | 0 | 0 | ||||
Trading securities held in deferred compensation plan | [4] | 5.8 | 4.2 | 5.8 | 4.2 | ||
Total | 5.8 | 4.2 | 5.8 | 4.2 | |||
Financial Liabilities [Abstract] | |||||||
Foreign currency forwards | [2] | 0 | 0 | 0 | 0 | ||
Interest rate swaps | [5] | 0 | 0 | 0 | 0 | ||
Deferred compensation plan | [4] | 5.8 | 4.2 | 5.8 | 4.2 | ||
Total | 5.8 | 4.2 | 5.8 | 4.2 | |||
Recurring [Member] | Level 2 [Member] | |||||||
Financial Assets [Abstract] | |||||||
Foreign currency forwards | [2] | 0.9 | 0.9 | ||||
Cross currency interest rate swaps | [3] | 26.8 | 26.8 | ||||
Trading securities held in deferred compensation plan | [4] | 0 | 0 | 0 | 0 | ||
Total | 0 | 27.7 | 0 | 27.7 | |||
Financial Liabilities [Abstract] | |||||||
Foreign currency forwards | [2] | 1.2 | 0.2 | 1.2 | 0.2 | ||
Interest rate swaps | [5] | 46.7 | 63.5 | 46.7 | 63.5 | ||
Deferred compensation plan | [4] | 0 | 0 | 0 | 0 | ||
Total | 47.9 | 63.7 | 47.9 | 63.7 | |||
Recurring [Member] | Level 3 [Member] | |||||||
Financial Assets [Abstract] | |||||||
Foreign currency forwards | [2] | 0 | 0 | ||||
Cross currency interest rate swaps | [3] | 0 | 0 | ||||
Trading securities held in deferred compensation plan | [4] | 0 | 0 | 0 | 0 | ||
Total | 0 | 0 | 0 | 0 | |||
Financial Liabilities [Abstract] | |||||||
Foreign currency forwards | [2] | 0 | 0 | 0 | 0 | ||
Interest rate swaps | [5] | 0 | 0 | 0 | 0 | ||
Deferred compensation plan | [4] | 0 | 0 | 0 | 0 | ||
Total | 0 | 0 | 0 | 0 | |||
Nonrecurring Basis [Member] | Level 3 [Member] | Petroleum and Industrial Pumps [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Write-down Estimated Implied Fair Value of Goodwill | 186 | 186 | |||||
Nonrecurring Basis [Member] | Level 3 [Member] | Trademarks [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Carrying value of indefinite lived assets | 36.7 | 179.3 | 560.1 | 36.7 | 179.3 | 560.1 | |
Write-down estimated fair value of indefinite lived assets | $ 35.2 | $ 154.9 | $ 489 | 35.2 | 154.9 | 489 | |
Non-cash impairment charge on indefinite lived intangible assets | $ 1.5 | $ 24.4 | $ 71.1 | ||||
[1] | This amount consists of the $575.0 million aggregate principal 6.875% senior notes due 2021 that were entered into in connection with the KKR transaction on July 30, 2013. Interest on the Senior Notes is payable on February 15 and August 15 of each year. The senior notes were redeemed in May 2017. | ||||||
[2] | Based on calculations that use readily observable market parameters as their basis, such as spot and forward rates. | ||||||
[3] | Based on observable foreign exchange market pricing parameters such as spot and forward rates and the present value of all expected future cash flows. The present value calculation incorporates foreign exchange market pricing, discount rates, and credit quality adjustments of the Company and its counterparties. | ||||||
[4] | Based on the quoted price of publicly traded mutual funds which are classified as trading securities and accounted for using the mark-to-market method. | ||||||
[5] | Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of December 31, 2017. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties. |
Contingencies (Details)
Contingencies (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($)DefendantSite | Dec. 31, 2016USD ($) | |
Environmental Matters [Abstract] | ||
Number of on-site cleanups | Site | 4 | |
Number of on-site cleanups in operation and maintenance stage | Site | 3 | |
Number of on-site cleanups in implementation stage | Site | 1 | |
Undiscounted accrued liabilities | $ | $ 7.5 | $ 7.6 |
Asbestos and Silica Related Litigation [Member] | ||
Asbestos and Silica Related Litigation [Abstract] | ||
Litigation reserve | $ | 105.6 | 108.5 |
Insurance recovery receivable amount | $ | $ 100.4 | $ 97.3 |
Asbestos and Silica Related Litigation [Member] | Minimum [Member] | ||
Asbestos and Silica Related Litigation [Abstract] | ||
Number of defendants | Defendant | 25 |
Other Operating Expense (Detail
Other Operating Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Other Operating Expense, Net [Abstract] | ||||
Foreign currency transaction losses (gains), net | $ 9.3 | $ (5.9) | $ 1.1 | |
Restructuring charges | [1] | 5.3 | 32.9 | 4.7 |
Environmental remediation expenses | [2] | 0.9 | 5.6 | 0 |
Stock-based compensation | [3] | 194.2 | 0 | 0 |
Other, net | 12.4 | 16 | 14.9 | |
Total other operating expense, net | 222.1 | $ 48.6 | $ 20.7 | |
2013 Stock Incentive Plan [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense recognized | 77.6 | |||
2013 Stock Incentive Plan [Member] | Deferred Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense recognized | 97.4 | |||
Employer taxes related to DSUs granted | $ 19.2 | |||
[1] | See Note 4 "Restructuring." | |||
[2] | Estimated environmental remediation costs recorded on an undiscounted basis for a former production facility. | |||
[3] | Represents stock-based compensation expense recognized for stock options outstanding ($77.6 million) and DSUs granted to employees at the date of the initial public offering ($97.4 million) under the 2013 Stock Incentive Plan, and employer taxes related to DSUs granted to employees at the date of the initial public offering ($19.2 million). |
Segment Information (Details)
Segment Information (Details) $ in Millions | Aug. 31, 2017USD ($) | May 31, 2017USD ($) | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Information [Abstract] | ||||||
Number of reportable segments | Segment | 3 | |||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 2,375.4 | $ 1,939.4 | $ 2,126.9 | |||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | ||||||
Interest expense | 140.7 | 170.3 | 162.9 | |||
Depreciation and amortization expense | 173.8 | 172.7 | 163 | |||
Impairment of goodwill and other intangible assets | 1.6 | 25.3 | 421.4 | |||
Restructuring and related business transformation costs | 24.7 | 78.7 | 31.4 | |||
Stock-based compensation | 175 | 0 | 0 | |||
Loss on extinguishment of debt | $ 34.1 | $ 50.4 | 84.5 | 0 | 0 | |
Foreign currency transaction losses (gains), net | 9.3 | (5.9) | 1.1 | |||
Loss Before Income Taxes | (112.7) | (63.2) | (366.7) | |||
Restructuring and Related Business Transformation Costs [Abstract] | ||||||
Restructuring charges | [1] | 5.3 | 32.9 | 4.7 | ||
Severance, sign-on, relocation and executive search costs | 3.5 | 22.4 | 18.4 | |||
Facility reorganization, relocation and other costs | 5.3 | 8.7 | 1.6 | |||
Information technology infrastructure transformation | 5.2 | 2.3 | 0 | |||
Losses (gains) on asset and business disposals | 0.8 | 0.1 | (4.5) | |||
Consultant and other advisor fees | 1.7 | 9.7 | 10.1 | |||
Other, net | 2.9 | 2.6 | 1.1 | |||
Restructuring and related business transformation costs | 24.7 | 78.7 | 31.4 | |||
Identifiable assets | 4,621.2 | 4,316 | 4,462 | |||
Capital expenditures | 56.8 | 74.4 | 71 | |||
KKR [Member] | ||||||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | ||||||
Monitoring agreement termination fee | 16.2 | |||||
2013 Stock Incentive Plan [Member] | Stock Options [Member] | ||||||
Restructuring and Related Business Transformation Costs [Abstract] | ||||||
Stock-based compensation expense recognized | (77.6) | |||||
2013 Stock Incentive Plan [Member] | Deferred Stock Units [Member] | ||||||
Restructuring and Related Business Transformation Costs [Abstract] | ||||||
Stock-based compensation expense recognized | (97.4) | |||||
Employer taxes related to DSUs granted | 19.2 | |||||
Operating Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | 601.2 | 423.3 | 443.9 | |||
Restructuring and Related Business Transformation Costs [Abstract] | ||||||
Identifiable assets | 4,222 | 3,930.9 | 4,121.3 | |||
Operating Segments [Member] | Industrials [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 1,130.7 | 1,082.3 | 1,149.7 | |||
Adjusted EBITDA | 242.7 | 217.6 | 197.6 | |||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | ||||||
Depreciation and amortization expense | 94.5 | 96 | 89.1 | |||
Restructuring and Related Business Transformation Costs [Abstract] | ||||||
Identifiable assets | 2,029.4 | 1,943.6 | 2,078.9 | |||
Capital expenditures | 26.7 | 44.7 | 25.8 | |||
Operating Segments [Member] | Energy [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 1,014.5 | 628.4 | 753.5 | |||
Adjusted EBITDA | 296.1 | 143.8 | 186.8 | |||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | ||||||
Depreciation and amortization expense | 56.7 | 55.5 | 53.8 | |||
Restructuring and Related Business Transformation Costs [Abstract] | ||||||
Identifiable assets | 1,681.5 | 1,501 | 1,572.8 | |||
Capital expenditures | 21.1 | 21.4 | 38.6 | |||
Operating Segments [Member] | Medical [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 230.2 | 228.7 | 223.7 | |||
Adjusted EBITDA | 62.4 | 61.9 | 59.5 | |||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | ||||||
Depreciation and amortization expense | 22.6 | 21.2 | 20.1 | |||
Restructuring and Related Business Transformation Costs [Abstract] | ||||||
Identifiable assets | 511.1 | 486.3 | 469.6 | |||
Capital expenditures | 9 | 8.3 | 6.6 | |||
Corporate [Member] | ||||||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | ||||||
Corporate expenses not allocated to segments | [2] | 39.7 | 22.6 | 25 | ||
Restructuring and Related Business Transformation Costs [Abstract] | ||||||
Identifiable assets | 399.2 | 385.1 | 340.7 | |||
Segment Reconciling Items [Member] | ||||||
Less items to reconcile Segment Adjusted EBITDA to Loss Before Income Taxes [Abstract] | ||||||
Interest expense | [2] | 140.7 | 170.3 | 162.9 | ||
Depreciation and amortization expense | [2] | 173.8 | 172.7 | 163 | ||
Impairment of goodwill and other intangible assets | [2],[3] | 1.6 | 25.3 | 421.4 | ||
Sponsor fees and expenses | [2],[4] | 17.3 | 4.8 | 4.6 | ||
Restructuring and related business transformation costs | [2],[5] | 24.7 | 78.7 | 31.4 | ||
Acquisition related expenses and non-cash charges | [2],[6] | 4.1 | 4.3 | 4.8 | ||
Environmental remediation loss reserve | [2],[7] | 0.9 | 5.6 | 0 | ||
Expenses related to public stock offerings | [2],[8] | 4.1 | 0 | 0 | ||
Establish public company financial reporting compliance | [2],[9] | 8.1 | 0.2 | 0 | ||
Stock-based compensation | [2],[10] | 194.2 | 0 | 0 | ||
Loss on extinguishment of debt | [2],[11] | 84.5 | 0 | 0 | ||
Foreign currency transaction losses (gains), net | [2] | 9.3 | (5.9) | 1.1 | ||
Other adjustments | [2],[12] | 10.9 | 7.9 | (3.6) | ||
Restructuring and Related Business Transformation Costs [Abstract] | ||||||
Restructuring and related business transformation costs | [2],[5] | $ 24.7 | $ 78.7 | $ 31.4 | ||
[1] | See Note 4 "Restructuring." | |||||
[2] | In the fourth quarter of fiscal 2017, the Company provided greater detail in presenting reconciling items from Loss Before Income Taxes. The reconciling items for the years ended December 31, 2016 and 2015 have been restated to conform to the methodology used in the year ended December 31, 2017, and include the following. | |||||
[3] | Represents non-cash charges for impairment of goodwill and other intangible assets. | |||||
[4] | Represents management fees and expenses paid to our Sponsor, including a monitoring agreement termination fee of $16.2 million paid in 2017 concurrent with our initial public offering on May 12, 2017. | |||||
[5] | Restructuring and related business transformation costs consist of the following. | |||||
[6] | Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs and non-cash charges and credits arising from fair value purchase accounting adjustments. | |||||
[7] | Represents estimated environmental remediation costs and losses relating to a former production facility. | |||||
[8] | Represents expenses related to the Company's initial stock offering and subsequent secondary offerings. | |||||
[9] | Represents third party expenses to comply with the requirements of Sarbanes-Oxley in 2018 and the accelerated adoption of the new revenue recognition standard (ASC 606 - Revenue from Contracts with Customers) in the first quarter of 2018, one year ahead of the required adoption date for a private company. These expenses were previously included in 'Expenses related to initial stock offering' and prior periods have been restated to conform to the current period presentation. | |||||
[10] | Represents stock-based compensation expense recognized for stock options outstanding for the year ended December 31, 2017 of ($77.6 million) and DSUs granted to employees at the date of the initial public offering for the year ended December 31, 2017 of ($97.4 million) and employer taxes related to DSUs granted to employees at the date of the initial public offering ($19.2 million). See Note 15 "Stock-Based Compensation." | |||||
[11] | Represents losses on extinguishment of debt recognized on the redemption of the senior notes and pay down of a portion of the Original Dollar Term Loan Facility and proceeds from the initial public offering in May 2017 ($50.4 million) and in connection with the refinancing of the Original Dollar Term Loan Facility and Euro Term Loan Facility in August 2017 ($34.1 million). | |||||
[12] | Includes (i) non-cash impact of net LIFO reserve adjustments, (ii) effects of amortization of prior service costs and amortization of gains in pension and other postretirement benefits (OPEB) expense, (iii) certain legal and compliance costs and (iv) other miscellaneous adjustments. |
Segment Information, Revenues a
Segment Information, Revenues and Property, Plant, and Equipment by Geographic Region (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 2,375.4 | $ 1,939.4 | $ 2,126.9 | |
Property, plant and equipment, net | 363.2 | 358.4 | 340.8 | |
Total Americas [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,210 | 802 | 1,005.9 | |
Property, plant and equipment, net | 205.2 | 205.1 | 193 | |
United States [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,048.5 | 695.8 | 865.7 | |
Property, plant and equipment, net | 198.4 | 197.9 | 187.2 | |
Other Americas [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 161.5 | 106.2 | 140.2 | |
Property, plant and equipment, net | 6.8 | 7.2 | 5.8 | |
EMEA [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | [1] | 861.1 | 800.2 | 751.3 |
Property, plant and equipment, net | [1] | 132.3 | 125.3 | 116.3 |
Asia Pacific [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 304.3 | 337.2 | 369.7 | |
Property, plant and equipment, net | $ 25.7 | $ 28 | $ 31.5 | |
[1] | Europe, Middle East, and Africa ("EMEA") |
Related Party (Details)
Related Party (Details) - KKR [Member] € in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transactions [Abstract] | |||||
Monitoring agreement termination fee | $ 16.2 | ||||
Lender in Senior Secured Credit Facilities [Member] | Euro Term Loan Facility [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction amount | € | € 49.9 | ||||
Underwriter Discounts and Commissions [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction amount | 8.9 | ||||
Services Rendered for Debt Refinancing Transaction [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction amount | $ 1.5 | ||||
Monitoring Agreement [Member] | |||||
Related Party Transactions [Abstract] | |||||
Annual management fee due to related party | 3.5 | ||||
Monitoring agreement termination fee | $ 16.2 | ||||
Annual percentage increase in fee | 5.00% | 5.00% | |||
Out-of-Pocket Expenses [Member] | |||||
Related Party Transactions [Abstract] | |||||
Expenses with related party | $ 0 | $ 0.7 | $ 0.7 | ||
Management Fees [Member] | |||||
Related Party Transactions [Abstract] | |||||
Expenses with related party | $ 17.3 | $ 4.1 | $ 3.9 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings (Loss) Per Share [Abstract] | |||
Net income (loss) | $ 18.5 | $ (31.3) | $ (352) |
Less: Net income (loss) attributable to noncontrolling interest | 0.1 | 5.3 | (0.8) |
Net Income (Loss) Attributable to Gardner Denver Holdings, Inc. | $ 18.4 | $ (36.6) | $ (351.2) |
Average shares outstanding [Abstract] | |||
Basic (in shares) | 182,200 | 149,200 | 149,600 |
Diluted (in shares) | 188,400 | 149,200 | 149,600 |
Earnings (loss) per share [Abstract] | |||
Basic (in dollars per share) | $ 0.10 | $ (0.25) | $ (2.35) |
Diluted (in dollars per share) | $ 0.10 | $ (0.25) | $ (2.35) |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted loss per share (in shares) | 700 | 13,285 | 17,033 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Feb. 08, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||
Net cash paid to acquire business | $ 18.8 | $ 18.8 | $ 26.2 | |
Subsequent Event [Member] | Runtech Systems [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage interest acquired | 100.00% | |||
Net cash paid to acquire business | $ 93 |
SCHEDULE I - STATEMENTS OF OPER
SCHEDULE I - STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Condensed Income Statement And Comprehensive Income Loss Captions [Line Items] | |||||
Revenues | $ 2,375.4 | $ 1,939.4 | $ 2,126.9 | ||
Cost of sales | 1,477.5 | 1,222.7 | 1,347.8 | ||
Gross Profit | 897.9 | 716.7 | 779.1 | ||
Other operating expense, net | 222.1 | 48.6 | 20.7 | ||
Operating Income (Loss) | 108.7 | 104.3 | (205.4) | ||
Other income, net | (3.8) | (2.8) | (1.6) | ||
Loss Before Income Taxes | (112.7) | (63.2) | (366.7) | ||
Income tax benefit | (131.2) | (31.9) | (14.7) | ||
Net Income (Loss) Attributable to Gardner Denver Holdings, Inc. | 18.4 | (36.6) | (351.2) | ||
Net loss | 18.5 | (31.3) | (352) | ||
Other comprehensive income (loss) | 142.6 | [1] | (76.8) | [1] | (130.3) |
Comprehensive income (loss) attributable to Gardner Denver Holdings, Inc. | 161 | (113.4) | (481.5) | ||
Parent Company [Member] | |||||
Condensed Income Statement And Comprehensive Income Loss Captions [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Cost of sales | 0 | 0 | 0 | ||
Gross Profit | 0 | 0 | 0 | ||
Operating costs | 19.5 | 12.9 | 7.4 | ||
Other operating expense, net | 175 | 0 | 0 | ||
Operating Income (Loss) | (194.5) | (12.9) | (7.4) | ||
Interest income | 20.7 | 0 | 0 | ||
Other income, net | 0 | 0 | 0 | ||
Loss Before Income Taxes | (173.8) | (12.9) | (7.4) | ||
Income tax benefit | (16.1) | (4.5) | (2.5) | ||
Net Income (Loss) Attributable to Gardner Denver Holdings, Inc. | (157.7) | (8.4) | (4.9) | ||
Equity in undistributed income (loss) of subsidiaries | 176.1 | (28.2) | (346.3) | ||
Net loss | 18.4 | (36.6) | (351.2) | ||
Other comprehensive income (loss) | 142.6 | (76.8) | (130.3) | ||
Comprehensive income (loss) attributable to Gardner Denver Holdings, Inc. | $ 161 | $ (113.4) | $ (481.5) | ||
[1] | All amounts are net of tax. Amounts in parentheses indicate debits. |
SCHEDULE I - BALANCE SHEETS (De
SCHEDULE I - BALANCE SHEETS (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets [Abstract] | ||||
Cash and cash equivalents | $ 393.3 | $ 255.8 | $ 228.3 | $ 184.2 |
Total current assets | 1,463.6 | 1,188.5 | ||
Deferred tax assets | 1 | 1.4 | ||
Total assets | 4,621.2 | 4,316 | 4,462 | |
Liabilities and Stockholders' Equity [Abstract] | ||||
Total liabilities | 3,144.4 | 4,044.2 | ||
Stockholders' equity [Abstract] | ||||
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 198,377,237 and 150,552,360 shares issued at December 31, 2017 | 2 | 1.5 | ||
Capital in excess of par value | 2,275.4 | 1,222.4 | ||
Accumulated deficit | (577.8) | (596.2) | ||
Treasury stock at cost; 2,159,266 and 1,897,454 shares at December 31, 2017 and 2016, respectively | (23) | (19.4) | ||
Accumulated other comprehensive loss | (199.8) | (342.4) | ||
Total Gardner Denver Holdings, Inc. stockholders' equity | 1,476.8 | 265.9 | ||
Total liabilities and stockholders' equity | $ 4,621.2 | $ 4,316 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock, shares issued (in shares) | 198,377,237 | 150,552,360 | ||
Treasury stock (in shares) | 2,159,266 | 1,897,454 | ||
Parent Company [Member] | ||||
Current assets [Abstract] | ||||
Cash and cash equivalents | $ 0.2 | $ 0.3 | $ 0.1 | $ 0 |
Total current assets | 0.2 | 0.3 | ||
Equity in net assets of subsidiaries | 605.9 | 276.9 | ||
Intercompany receivables | 865.1 | 0 | ||
Deferred tax assets | 22.2 | 7 | ||
Total assets | 1,493.4 | 284.2 | ||
Liabilities and Stockholders' Equity [Abstract] | ||||
Intercompany payables | 0 | 18.2 | ||
Other liabilities | 16.6 | 0.1 | ||
Total liabilities | 16.6 | 18.3 | ||
Stockholders' equity [Abstract] | ||||
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 198,377,237 and 150,552,360 shares issued at December 31, 2017 | 2 | 1.5 | ||
Capital in excess of par value | 2,275.4 | 1,222.4 | ||
Accumulated deficit | (577.8) | (596.2) | ||
Treasury stock at cost; 2,159,266 and 1,897,454 shares at December 31, 2017 and 2016, respectively | (23) | (19.4) | ||
Accumulated other comprehensive loss | (199.8) | (342.4) | ||
Total Gardner Denver Holdings, Inc. stockholders' equity | 1,476.8 | 265.9 | ||
Total liabilities and stockholders' equity | $ 1,493.4 | $ 284.2 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock, shares issued (in shares) | 198,377,237 | 150,552,360 | ||
Treasury stock (in shares) | 2,159,266 | 1,897,454 |
SCHEDULE I - CONDENSED STATEMEN
SCHEDULE I - CONDENSED STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Millions | Jun. 30, 2017 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash Flows From Operating Activities [Abstract] | |||||
Net cash provided by (used in) operating activities | $ 200.5 | $ 165.6 | $ 172.1 | ||
Cash Flows From Investing Activities [Abstract] | |||||
Net cash used in investing activities | (60.8) | (82.1) | (84) | ||
Cash Flows From Financing Activities [Abstract] | |||||
Purchases of treasury stock | (3.6) | (14.1) | (2.1) | ||
Proceeds from the issuance of common stock | $ 949.9 | 893.6 | 3.3 | 4.2 | |
Net cash used in financing activities | (17.4) | (43) | (35) | ||
Increase in cash and cash equivalents | 137.5 | 27.5 | 44.1 | ||
Cash and cash equivalents, beginning of year | 255.8 | 228.3 | 184.2 | ||
Cash and cash equivalents, end of year | 393.3 | 255.8 | 228.3 | ||
Parent Company [Member] | |||||
Cash Flows From Operating Activities [Abstract] | |||||
Net cash provided by (used in) operating activities | 9.2 | 11.1 | (2) | ||
Cash Flows From Investing Activities [Abstract] | |||||
Advances to subsidiaries | $ (899.3) | (899.3) | 0 | 0 | |
Net cash used in investing activities | (899.3) | 0 | 0 | ||
Cash Flows From Financing Activities [Abstract] | |||||
Purchases of treasury stock | (3.6) | (14.1) | (2.1) | ||
Proceeds from the issuance of common stock | 893.6 | 3.3 | 4.2 | ||
Net cash used in financing activities | 890 | (10.9) | 2.1 | ||
Increase in cash and cash equivalents | (0.1) | 0.2 | 0 | ||
Cash and cash equivalents, beginning of year | 0.3 | 0.1 | 0 | ||
Cash and cash equivalents, end of year | $ 0.2 | $ 0.3 | $ 0.1 |
SCHEDULE I - FINANCIAL STATE105
SCHEDULE I - FINANCIAL STATEMENTS, Disclosure (Details) - Parent Company [Member] - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsidiary Transactions [Abstract] | ||||
Promissory note receivable | $ 899.3 | $ 899.3 | $ 0 | $ 0 |
Interest rate | 4.5677% | |||
Dividends received from subsidiaries | $ 0 | 0 | $ 0 | |
Debt [Abstract] | ||||
Debt maturity period | 5 years | |||
Long-term debt obligations | $ 0 | $ 0 |