Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jan. 28, 2022 | |
Document Information [Line Items] | ||
Document type | 10-K | |
Amendment flag | false | |
Document Annual Report | true | |
Document period end date | Dec. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-38912 | |
Entity registrant name | Avantor, Inc. | |
Entity well-known seasoned issuer | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-2758923 | |
Entity Address, Address Line One | Radnor Corporate Center, Building One, Suite 200 | |
Entity Address, Address Line Two | 100 Matsonford Road | |
Entity Address, City or Town | Radnor | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19087 | |
Entity central index key | 0001722482 | |
Entity current reporting status | Yes | |
Entity interactive data current | Yes | |
Entity filer category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document fiscal year focus | 2020 | |
Document fiscal period focus | FY | |
Local Phone Number | 386-1700 | |
City Area Code | 610 | |
Entity voluntary filers | No | |
Entity public float | $ 20,730,129,607 | |
Entity common stock, shares outstanding | 609,968,096 | |
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of our definitive proxy statement for our 2022 annual meeting of stockholders will be filed with the SEC on or before 120 days after our 2021 fiscal year-end and are incorporated by reference into Part III of this report. | |
ICFR Auditor Attestation Flag | true | |
Common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | AVTR | |
Security Exchange Name | NYSE | |
Undesignated preferred stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.250% Series A Mandatory Convertible Preferred Stock, $0.01 par value | |
Trading Symbol | AVTR PRA | |
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Auditor Location | Philadelphia, Pennsylvania |
Consolidated balance sheets
Consolidated balance sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 301.7 | $ 286.6 |
Accounts receivable, net of allowances of $26.4 and $26.2 | 1,222.1 | 1,113.3 |
Inventory | 872 | 739.6 |
Other current assets | 81.4 | 91.4 |
Total current assets | 2,477.2 | 2,230.9 |
Property, plant and equipment, net of accumulated depreciation of $445.2 and $388.3 | 705.5 | 549.9 |
Other intangible assets, net (see note 11) | 5,140.3 | 4,048.8 |
Goodwill | 5,341.1 | 2,860.2 |
Other assets | 233.1 | 216.7 |
Total assets | 13,897.2 | 9,906.5 |
Liabilities and stockholders’ equity | ||
Current portion of debt | 45.2 | 26.4 |
Accounts payable | 755.1 | 678.9 |
Employee-related liabilities | 199.7 | 179.3 |
Accrued interest | 49.8 | 44.5 |
Other current liabilities | 401 | 313.6 |
Total current liabilities | 1,450.8 | 1,242.7 |
Debt, net of current portion | 6,978 | 4,867.5 |
Deferred income tax liabilities | 913 | 723.9 |
Other liabilities | 358.4 | 398.1 |
Total liabilities | 9,700.2 | 7,232.2 |
Commitments and contingencies (see note 13) | ||
MCPS including paid-in capital, 20.7 shares outstanding | 1,003.7 | 1,003.7 |
Common stock including paid-in capital, 609.7 and 580.1 shares outstanding | 2,752.6 | 1,737.6 |
Accumulated earnings (deficit) | 483.9 | (88.7) |
Accumulated other comprehensive (loss) income | (43.2) | 21.7 |
Total stockholders’ equity | 4,197 | 2,674.3 |
Total liabilities and stockholders’ equity | $ 13,897.2 | $ 9,906.5 |
Consolidated balance sheets (Pa
Consolidated balance sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowances on accounts receivable | $ 26.4 | $ 26.2 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 445.2 | $ 388.3 |
Preferred equity, shares outstanding | 20.7 | 20.7 |
Common stock, shares, outstanding | 609.7 | 580.1 |
Consolidated statements of oper
Consolidated statements of operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statements of operations | |||
Net sales | $ 7,386.1 | $ 6,393.6 | $ 6,040.3 |
Cost of sales | 4,883.4 | 4,313.1 | 4,119.6 |
Gross profit | 2,502.7 | 2,080.5 | 1,920.7 |
Selling, general and administrative expenses | 1,530.5 | 1,373.7 | 1,368.9 |
Operating income | 972.2 | 706.8 | 551.8 |
Interest expense | (217.4) | (307.6) | (440) |
Loss on extinguishment of debt | (12.4) | (346.8) | (73.7) |
Other income, net | 10.6 | 9.9 | 2.5 |
Income before income taxes | 753 | 62.3 | 40.6 |
Income tax (expense) benefit | (180.4) | 54.3 | (2.8) |
Net income | 572.6 | 116.6 | 37.8 |
Accumulation of yield on preferred stock | (64.6) | (64.6) | (152.5) |
Accretion of make whole premium on series A preferred stock | 0 | 0 | (220.4) |
Net income (loss) available to common stockholders | $ 508 | $ 52 | $ (335.1) |
Earnings (loss) per share: | |||
Basic | $ 0.86 | $ 0.09 | $ (0.84) |
Diluted | $ 0.85 | $ 0.09 | $ (0.84) |
Weighted average shares outstanding: | |||
Basic | 590.5 | 576.3 | 401.2 |
Diluted | 599.6 | 583.4 | 401.2 |
Consolidated statements of comp
Consolidated statements of comprehensive income or loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 572.6 | $ 116.6 | $ 37.8 |
Other comprehensive (loss) income: | |||
Foreign currency translation — unrealized (loss) gain | (62.8) | 106.4 | (3.3) |
Derivative instruments: | |||
Unrealized (loss) gain | (1.6) | 1 | (1.4) |
Reclassification of loss (gain) into earnings | 3.5 | (1.7) | (0.9) |
Adjustments to defined benefit plans | 8 | (7.7) | (19.5) |
Other comprehensive (loss) income before income taxes | (52.9) | 98 | (25.1) |
Income tax (expense) benefit | (12) | 9.6 | 5.7 |
Other comprehensive (loss) income | (64.9) | 107.6 | (19.4) |
Comprehensive income | $ 507.7 | $ 224.2 | $ 18.4 |
Consolidated statements of stoc
Consolidated statements of stockholders' equity or deficit - shares - shares shares in Millions | MCPS including paid-in capital | Common Stock Including Additional Paid in Capital [Member] |
Beginning balance at Dec. 31, 2018 | 132.8 | |
Stock Issued During Period, Shares, New Issues | 20.7 | 238.1 |
Conversion of junior convertible preferred stock | 194.5 | |
Exercise of stock options other than common stock transactions (in shares) | 0.4 | |
Exercise of warrants | 7 | |
Ending balance at Dec. 31, 2019 | 20.7 | 572.8 |
Exercise of stock options other than common stock transactions (in shares) | 7.3 | |
Ending balance at Dec. 31, 2020 | 20.7 | 580.1 |
Stock Issued During Period, Shares, New Issues | 23.8 | |
Exercise of stock options other than common stock transactions (in shares) | 5.8 | |
Ending balance at Dec. 31, 2021 | 20.7 | 609.7 |
Consolidated statements of st_2
Consolidated statements of stockholders' equity or deficit - amounts - USD ($) shares in Millions, $ in Millions | Total | Cumulative effect adjustment | MCPS including paid-in capital | Common Stock Including Additional Paid in Capital [Member] | Retained Earnings [Member] | Retained Earnings [Member]Cumulative effect adjustment | AOCI Attributable to Parent [Member] |
Shares, Outstanding | 132.8 | ||||||
Beginning balance at Dec. 31, 2018 | $ (3,051.7) | $ (2,746.8) | $ (238.4) | $ (66.5) | |||
Conversion of junior convertible preferred stock | 1,562 | $ 1,562 | |||||
Comprehensive income (loss) | 18.4 | 37.8 | (19.4) | ||||
Stock Issued During Period, Shares, New Issues | 20.7 | 238.1 | |||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 64.4 | $ 64.4 | |||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | 152.5 | (152.5) | |||||
Accretion of make whole premium on series A preferred stock | (220.4) | (220.4) | |||||
Exercise of stock options | 0.7 | $ 0.7 | |||||
Exercise of warrants | 7 | ||||||
Award reclassification | 8.8 | $ 8.8 | |||||
Stock Issued During Period, Value, New Issues | 4,235.6 | $ 1,003.7 | $ 3,231.9 | ||||
Conversion of junior convertible preferred stock | 194.5 | ||||||
Ending balance at Dec. 31, 2019 | 2,462.2 | $ (3.1) | $ 1,003.7 | $ 1,748.1 | (203.7) | $ (3.1) | (85.9) |
Shares, Outstanding | 20.7 | 572.8 | |||||
Comprehensive income (loss) | 224.2 | 116.6 | 107.6 | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 42.2 | $ 42.2 | |||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | (64.6) | (64.6) | |||||
Exercise of stock options | 11.9 | 11.9 | |||||
Ending balance at Dec. 31, 2020 | 2,674.3 | $ (1.6) | $ 1,003.7 | $ 1,737.6 | (88.7) | $ (1.6) | 21.7 |
Shares, Outstanding | 20.7 | 580.1 | |||||
Comprehensive income (loss) | 507.7 | 572.6 | (64.9) | ||||
Stock Issued During Period, Shares, New Issues | 23.8 | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 47.7 | $ 47.7 | |||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | (64.6) | (64.6) | |||||
Exercise of stock options | 64.9 | 64.9 | |||||
Stock Issued During Period, Value, New Issues | 967 | 967 | |||||
Ending balance at Dec. 31, 2021 | $ 4,197 | $ 1,003.7 | $ 2,752.6 | $ 483.9 | $ (43.2) | ||
Shares, Outstanding | 20.7 | 609.7 |
Consolidated statements of cash
Consolidated statements of cash flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 572.6 | $ 116.6 | $ 37.8 |
Reconciling adjustments: | |||
Depreciation and amortization | 379.2 | 395.4 | 398.9 |
Stock-based compensation expense | 50.7 | 44.1 | 67.9 |
Non-cash restructuring charges | 0 | 0 | 10.4 |
Provision for accounts receivable and inventory | 44.9 | 69.5 | 48.1 |
Deferred income tax benefit | (17.7) | (87.5) | (106.7) |
Amortization of deferred financing costs | 16.3 | 23.4 | 33.5 |
Loss on extinguishment of debt | 12.4 | 346.8 | 73.7 |
Foreign currency remeasurement loss (gain) | 6.7 | (0.9) | 2.4 |
Changes in assets and liabilities: | |||
Accounts receivable | (111.8) | (102.4) | (68.9) |
Inventory | (129.8) | (69.7) | (84.1) |
Accounts payable | 64.9 | 110.6 | (2) |
Accrued interest | 5.3 | (29.7) | (2.4) |
Other assets and liabilities | 56.9 | 110.7 | (49.3) |
Other, net | 3 | 2.9 | (5.3) |
Net cash provided by operating activities | 953.6 | 929.8 | 354 |
Cash flows from investing activities: | |||
Capital expenditures | (111.1) | (61.6) | (51.6) |
Cash paid for acquisitions, net of cash acquired | (4,014.1) | 0 | 0 |
Other | 3.5 | 2.5 | 9.5 |
Net cash used in investing activities | (4,121.7) | (59.1) | (42.1) |
Cash flows from financing activities: | |||
Debt borrowings | 2,834.6 | 3,938.8 | 1.3 |
Debt repayments | (533.9) | (4,361.5) | (1,878.6) |
Payments of debt refinancing fees and premiums | (40.6) | (315.8) | 0 |
Payments of contingent consideration | 0 | 0 | (4.6) |
Proceeds from issuance of stock, net of issuance costs | 967 | 0 | 4,235.6 |
Payments of dividends on preferred stock | (64.6) | (64.6) | (31.3) |
Redemption of series A preferred stock | 0 | 0 | (2,630.9) |
Proceeds received from exercise of stock options | 82.5 | 20.2 | 0.7 |
Proceeds received from exercise of stock options, net of shares repurchased to satisfy employee tax obligations for vested stock-based awards | (25.8) | 0 | 0 |
Net cash provided by (used in) financing activities | 3,219.2 | (782.9) | (307.8) |
Effect of currency rate changes on cash | (13.2) | 12.1 | (2.5) |
Net change in cash, cash equivalents and restricted cash | 37.9 | 99.9 | 1.6 |
Cash, cash equivalents and restricted cash, beginning of year | 289.2 | 189.3 | 187.7 |
Cash, cash equivalents and restricted cash, end of year | $ 327.1 | $ 289.2 | $ 189.3 |
Nature of operations and presen
Nature of operations and presentation of financial statements | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations and presentation of financial statements | 1. Nature of operations and presentation of financial statements We are a global manufacturer and distributor that provides products and services to customers in the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries. Basis of presentation The accompanying financial statements have been prepared in accordance with the rules and regulations of the SEC for annual reports and GAAP. The financial statements include the accounts of Avantor, Inc., its consolidated subsidiaries, and those business entities in which we maintain a controlling interest. For the periods presented, all share and per share information has been adjusted for a stock split that occurred in connection with our IPO. The financial statements reflect the adoptions of a new lease standard at January 1, 2019 and a new credit losses standard at January 1, 2020. Information about these new accounting standards is disclosed in note 3. Principles of consolidation All intercompany balances and transactions have been eliminated from the financial statements. Use of estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported throughout the financial statements. Actual results could differ from those estimates. Secondary offerings |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Earnings or loss per share Basic earnings or loss per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the reporting period. In historical periods, junior convertible preferred stock and warrants were accounted for under a two-class method, but for all periods presented, those instruments were excluded from the calculation because they did not participate in losses. Diluted earnings per share is computed based on the weighted average number of common shares outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued and reduced by the number of shares we could have repurchased with the proceeds from the issuance of the potentially dilutive shares. Variable conversion ratios are determined as of period end. Preferred dividends are added back to net income or loss available to common stockholders provided that the preferred securities are not anti-dilutive to the calculation. In periods of net loss available to common stockholders, diluted calculations are equal to basic calculations because the inclusion of dilutive shares would be anti-dilutive. Segment reporting We report three geographic segments based on customer location: the Americas, Europe and AMEA. Our operating segments are the same as our reportable segments. None of our customers contributed more than 10% to our net sales, and we disclose net sales for the following product lines: proprietary materials & consumables, third party materials & consumables, services & specialty procurement and equipment & instrumentation. We disclose geographic data for our two largest countries, the United States and Germany, as a percentage of consolidated net sales. No other countries were individually material. We also disclose certain regional data because of differences in geopolitical and / or competitive conditions. We disclose property and equipment by geographic area because many of these assets cannot be readily moved and are illiquid, subjecting them to geographic risk. None of our other long-lived assets are subject to significant geopolitical risk. We do not manage total assets on a segment basis. Segment information about interest expense, income tax expense or benefit and other significant non-cash items are not disclosed because they are not included in the segment profitability measurement nor are they otherwise provided to our chief operating decision maker on a regular basis. Cash and cash equivalents Cash equivalents are comprised of highly-liquid investments with original maturities of three months or less. Bank overdrafts are classified as current liabilities, and changes to bank overdrafts are presented as a financing activity on our consolidated statements of cash flows. Accounts receivable and allowance for current expected credit losses Substantially all of our accounts receivable are trade accounts that are recorded at the invoiced amount and generally do not bear interest. Accounts receivable are presented net of an allowance for current expected credit losses. We consider many factors in estimating our allowance including the age of our receivables, historical collections experience, customer types, creditworthiness and economic trends. Account balances are written off against the allowance when we determine it is probable that the receivable will not be recovered. Inventory Inventory consists of merchandise inventory related to our distribution business and finished goods, raw materials and work in process related to our manufacturing business. Goods are removed from inventory as follows: • Merchandise inventory purchased by certain U.S. subsidiaries using the last-in, first-out method. • All other merchandise inventory using the first-in, first-out method. • Manufactured inventories using an average cost method. Inventory is valued at the lower of cost or net realizable value. Cost for manufactured goods is determined using standard costing methods to estimate raw materials, labor and overhead consumed. Variances from actual cost are recorded to inventory at period-end. Cost for other inventory is based on amounts invoiced by suppliers plus freight. If net realizable value is less than carrying value, we reduce the carrying amount to net realizable value and record a loss in cost of sales. Property, plant and equipment Property, plant and equipment are stated at cost. Depreciation is recognized using the straight-line method over estimated useful lives of three three three Software development costs are capitalized as property, plant and equipment once the preliminary project stage is completed and management commits to funding the project if it is probable that the project will be completed for its intended use. Preliminary project planning and training costs related to software are expensed as incurred. Impairment of long-lived assets Long-lived assets include property, plant and equipment, finite-lived intangible assets and certain other assets. For impairment testing purposes, long-lived assets may be grouped with working capital and other types of assets or liabilities if they generate cash flows on a combined basis. We evaluate long-lived assets or asset groups for impairment whenever events or changes in circumstances indicate a potential inability to recover their carrying amounts. Impairment is determined by comparing their carrying value to their estimated undiscounted future cash flows. If long-lived assets or asset groups are impaired, the loss is measured as the amount by which their carrying value exceed their fair value. Goodwill and other intangible assets Goodwill represents the excess of the price of an acquired business over the aggregate fair value of its net assets. Other intangible assets consist of both finite-lived and indefinite-lived intangible assets. Goodwill and other indefinite-lived intangible assets are tested annually for impairment on October 1 of each year. Goodwill impairment testing is performed at the reporting unit level. Our reporting units are Americas, NuSil, Europe and AMEA. All of our intangible assets, including goodwill, are tested for impairment whenever an impairment indicator arises. Examples of impairment indicators include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts or anticipated acts by governments and courts. The impairment analysis for goodwill and indefinite-lived intangible assets consists of an optional qualitative assessment potentially followed by a quantitative analysis. If we determine that the carrying value of a reporting unit or an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded for the excess. Indefinite-lived intangible assets are not amortized. Annually, we evaluate whether these assets continue to have indefinite lives, considering whether they have any legal, regulatory, contractual, competitive or economic limitations and whether they are expected to contribute to the generation of cash flows indefinitely. Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis, with customer relationships amortized over lives of ten five Restructuring and severance charges Restructuring plans are designed to improve gross margins and reduce operating costs over time. We typically incur upfront charges to implement those plans related to employee severance, facility closure and other actions: • Employee severance and related — Employee severance programs can be voluntary or involuntary. Voluntary severances are recorded at their reasonably estimated amount when associates accept severance offers. Involuntary severances covered by plan or statute are recorded at estimated amounts when probable and reasonably estimable. Significant judgment is required to determine probability and whether the amount can be reasonably estimated. Involuntary severances requiring continuing service are measured at fair value as of the termination date and recognized on a straight-line basis over the service period. Other involuntary severances are recognized at fair value on the date we notify associates of the severance plan, provided approval is obtained by the appropriate level of management. • Facility closure — On the date we cease using a facility, facility lease assets are tested for impairment in the same way as other long-lived assets. The remaining lease expense is recognized between the period that we commit to cease use of a facility and the date we exit. • Other — Other charges may be incurred to write down assets, divest businesses or for other reasons and are accounted for under applicable GAAP as described elsewhere in these policies. Restructuring and severance charges are classified as SG&A expenses. Accrued restructuring and severance charges are classified as employee-related or current liabilities if we anticipate settlement within one year, otherwise they are included in other liabilities. Contingencies Our business exposes us to various contingencies including compliance with environmental laws and regulations, legal exposures related to the manufacture and sale of products and other matters. Loss contingencies are reflected in the financial statements based on our assessments of their expected outcome or resolution: • They are recognized as liabilities on our balance sheet if the potential loss is probable and the amount can be reasonably estimated. • They are disclosed if the potential loss is material and considered at least reasonably possible. Significant judgment is required to determine probability and whether the amount can be reasonably estimated. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, we reassess potential liabilities and may revise our previous estimates. Debt Borrowings under lines of credit are stated at their face amount. Borrowings under term debt and through the issuance of notes are stated at their face amounts net of unamortized deferred financing costs, including any original issue discounts or premiums. The accounting for financing costs depends on whether debt is newly issued, extinguished or modified. That determination is made on an individual lender basis when the lenders are part of a syndication. When new debt is issued, financing costs and discounts are deferred and recognized as interest expense through maturity of the debt. When debt is extinguished, unamortized deferred financing costs and discounts are written off and presented as a loss on extinguishment of debt. When debt is modified, new financing costs and prior unamortized deferred financing costs may be either (i) immediately recognized as interest expense, other expense, or SG&A expense or (ii) deferred and recognized as interest expense through maturity of the modified debt, depending on the type of cost and whether the modification was substantial or insubstantial. Borrowings and repayments under lines of credit are short-term in nature and presented on the statement of cash flows on a net basis. Equity Stockholders’ equity or deficit comprises nonredeemable ownership interests in MCPS and common stock. Our accounting policies for these instruments are as follows: • MCPS is classified as permanent equity and initially recorded at fair value, net of issuance costs. Accrued but unpaid MCPS dividends are classified as other current liabilities with a corresponding reduction to common stock including paid-in capital. • Common stock is presented at par value plus additional paid-in amounts, net of issuance costs. Distributions are accounted for as reductions to common stock including paid-in capital and are classified as financing activities on the statement of cash flows. • Upon issuance, paid-in capital is allocated among host stock instruments and detachable warrants on a relative fair value basis. Costs directly associated with new equity issuances are recorded as other current assets until the issuances are completed or abandoned. If the issuance is completed, the costs are reclassified to stockholders’ equity and presented as a reduction of proceeds received. If the issuance is abandoned, the costs are reclassified to SG&A expenses. Costs associated with secondary equity offerings under a registration rights agreement are recorded as SG&A expenses. Disclosures about certain classes of stock are provided in the footnotes and not stated separately on the balance sheet or statement of stockholders’ equity or deficit when those presentations are not deemed to be material. Revenue recognition We recognize revenue by applying a five-step process: (i) identify the contract with a customer, (ii) identify the performance obligation in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue as the performance obligations are satisfied by transferring control of the performance obligation through delivery of a promised product or service to a customer. Control of a performance obligation may transfer to the customer either at a point in time or over time depending on an evaluation of the specific facts and circumstances for each contract, including the terms and conditions of the contract as agreed with the customer, as well as the nature of the products or services to be provided. The substantial majority of our net sales are recognized at a point in time based upon the delivery of products to customers pursuant to purchase orders. We recognize service revenues and sales of certain of our custom-manufactured products over time as control passes to the customer concurrent with our performance. We are able to fulfill most purchase orders rapidly, and service and custom-manufacturing cycles are short. As a result, we do not record material contract assets or liabilities, nor do we have material unfulfilled performance obligations. We have elected to use the practical expedient not to adjust the transaction price of a contract for the effects of a significant financing component if, at the inception of the contract, we expect that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Some customer contracts include variable consideration, such as rebates, some of which depend upon our customers meeting specified performance criteria, such as a purchasing level over a period of time. We use judgment to estimate the value of these pricing arrangements at each reporting date and record contract assets or liabilities to the extent that estimated values are recognized at a different time than the revenue for the related products. When estimating variable consideration, we also apply judgment when considering the probability of whether a reversal of revenue could occur and only recognize revenue subject to this constraint. The only significant costs we incur to obtain contracts are related to sales commissions. These commissions are primarily based on purchase order amounts, not recoverable and not applicable to periods greater than one year. We elected to apply the practical expedient to expense these costs as incurred as if the amortization period of the asset that would have otherwise been recognized is one year or less. Performance obligations following the delivery of products, such as rights of return and warranties, are not material. No other types of revenue arrangements were material to our consolidated financial statements. Classification of expenses — cost of sales Cost of sales includes the cost of the product, depreciation of production assets, supplier rebates, shipping and receiving charges and inventory adjustments. For manufactured products, the cost of the product includes direct and indirect manufacturing costs, plant administrative expenses and the cost of raw materials consumed in the manufacturing process. Classification of expenses — selling, general and administrative Selling, general and administrative expenses include personnel and facility costs, amortization of intangible assets, depreciation of non-production assets, research and development costs, advertising expense, promotional charges and other charges related to our global operations. Research and development expenses were not material for the periods presented. Employee benefit plans Some of our employees participate in defined benefit plans that we sponsor. We present these plans as follows due to their differing geographies, characteristics and actuarial assumptions: • U.S. plans — Two plans based in the United States, one of which we acquired from VWR in 2017. Another plan acquired from VWR was merged with ours in 2018. The U.S. plans are closed to participants who joined the Company after 2018, and annual accruals of future pension benefits for participating employees are not material to our financial statements. • Non-U.S. plans — Eight plans for our employees around the world that we acquired from VWR in 2017, most of which continue to accrue future pension benefits. • Medical plan — A post-retirement medical plan for certain employees in the United States. The medical plan is closed to new employees, and annual accruals of future pension benefits for participating employees are not material to our financial statements. We sponsor a number of other defined benefit plans around the world that are not material individually or in the aggregate and therefore are not included in our disclosures. Defined contribution and other employee benefit plans are also not material. The cost of our defined benefit plans is incurred systematically over expected employee service periods. We use actuarial methods and assumptions to determine expense each period and the value of projected benefit obligations. Actuarial changes in the projected value of defined benefit obligations are deferred to AOCI and recognized in earnings systematically over future periods. The portion of cost attributable to continuing employee service is included in selling, general and administrative expenses. The rest of the cost is included in other income or expense, net. Stock-based compensation expense Some of our management and directors are compensated with stock-based awards. Stock-based compensation expense is included in SG&A expenses on the statement of operations. Stock options and RSUs We measure the expense of stock options and RSUs based on their grant-date fair values. These awards typically vest with continuing service, so expense is recognized on a straight-line basis from the date of grant through the end of the requisite service period. When awards are contingent upon the achievement of a performance condition, we record expense over the life of the awards in accordance with the probability of achievement. We measure the expense of awards with a market condition based on the grant-date fair value, which includes the probability of achieving the market condition. We recognize forfeitures of unvested awards as they occur by reversing any expense previously recorded in the period of forfeiture. We issue new shares of common stock upon exercise or vesting of awards. The grant-date fair value of stock options is measured using the Black-Scholes pricing model using assumptions based on the terms of each stock option agreement, the expected behavior of grant recipients and peer company data. We have limited historical data about our own awards upon which to base our assumptions. Expected volatility is calculated based on the observed equity volatility for a peer group over a period of time equal to the expected life of the stock options. The risk-free interest rate is based on U.S. Treasury observed market rates continuously compounded over the duration of the expected life. The expected life of stock options is estimated as the midpoint of the weighted average vesting period and the contractual term. The grant-date fair value of RSUs is measured as the quoted closing price of our common stock on the grant date. SARs SARs were issued to our employees by a NuSil investor. Prior to their settlement in November 2019 (see note 18), these awards were accounted as contributed capital in a manner similar to how a parent accounts for a contribution to an equity-method investee. The contributed capital was required to be remeasured at fair value at the end of each reporting period. That contribution was included in the noncontrolling interest until it was derecognized in November 2017 in connection with a legal entity restructuring. Since then through November 2019, the contribution had been included within the common stock including paid-in capital. Changes to the fair value of the contributed capital were recognized as adjustments to stock-based compensation expense each period. We estimated the fair value of SARs by measuring the equity value of the issuer of the SARs using ordinary valuation techniques. The applicable portion of the equity value was then allocated to the SARs based on their relative participation rights. Award modifications When stock-based compensation arrangements are modified, we treat the modification as an exchange of the original award for a new award and immediately recognize expense for the incremental value of the new award. The incremental value is measured as the excess of the fair value of new awards over the fair value of the original awards, each based on circumstances and assumptions as of the modification date. Fair value is measured using the same methods previously described. Income taxes Our worldwide income is subject to the income tax regulations of many governments. Income tax expense is calculated using an estimated global rate with recognition of deferred tax assets and liabilities for expected temporary differences between taxable and reported income. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income when those temporary differences are expected to reverse. We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. Income tax regulations change from time to time. The effect of a change in tax law on deferred tax assets and liabilities is recognized as a cumulative adjustment to income tax expense or benefit in the period of enactment. The effect of a change in tax law on the income tax expense or benefit itself is recognized prospectively for the applicable tax years. Income tax regulations can be complex, requiring us to interpret tax law and take positions. Upon audit, tax authorities may challenge our positions. We regularly assess the outcome of potential examinations and only recognize positions that are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more likely than not of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs, as a result of information that arises or when a tax position is effectively settled. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in our consolidated financial statements. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. We classify fair value measurements based on the lowest of the following levels that is significant to the measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities • Level 2 — Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability • Level 3 — Inputs that are unobservable for the asset or liability based on our evaluation of the assumptions market participants would use in pricing the asset or liability We exercise considerable judgment when estimating fair value, particularly when evaluating what assumptions market participants would likely make. The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values. Foreign currency translation Our operations span the globe, so we are impacted by changes in foreign currency exchange rates. We determine the functional currency of our subsidiaries based upon the primary currency used to generate and expend cash, which is usually the currency of the country in which the subsidiary is located. For subsidiaries with functional currencies other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using period-end exchange rates, and revenues, expenses, income and losses of our subsidiaries are translated into U.S. dollars using monthly average exchange rates. The resulting foreign currency translation gains or losses are deferred as AOCI and reclassified to earnings only upon sale or liquidation of those businesses. Gains and losses related to the remeasurement of debt and intercompany financing into functional currencies are reported in earnings as other income or expense, net. Gains and losses associated with the remeasurement of operating assets and liabilities into functional currencies are reported within the applicable component of operating income. Leases We primarily enter into real estate leases for manufacturing, warehousing and commercial office space to support our global operations. We also enter into vehicle and equipment leases to support those operations. We determine if an arrangement is a lease at inception. Short-term leases, defined as having an initial term of twelve months or less, are expensed as incurred and not recorded on the balance sheet. We record the value of all other leased property and the related obligations as assets and liabilities on the balance sheet. Information about the amount and classification of lease assets and liabilities is included in note 23. At inception, lease assets and liabilities are measured at the present value of future lease payments over the lease term. As most of our leases do not provide an implicit rate, we exercise judgment in selecting the incremental borrowing rate based on the information available at inception to determine the present value of future payments. Operating lease assets are further adjusted for lease incentives and initial direct costs. Our lease terms may include options to extend or terminate the lease. We exercise judgment to calculate the term of those leases when extension or termination options are present and include such options in the calculation of the lease term when it is reasonably certain that we will exercise those options. Operating lease expense is recognized on a straight-line basis over the lease term, except for variable rent which is expensed as incurred. Short-term lease and variable rent expense was immaterial to the financial statements and has been included within operating lease expense. Finance lease expense includes depreciation, which is recognized on a straight-line basis over the expected life of the leased asset, and an immaterial amount of interest expense. Some of our lease agreements include both lease and non-lease components. We account for those components separately for real estate leases and as a combined single lease component for all other types of leases. Business combinations We account for business acquisitions under the accounting standards for business combinations. The results of each acquisition are included in our consolidated results as of the acquisition date and the purchase price of an acquisition is allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values. Any excess of the fair value consideration transferred over the estimated fair values of the net assets acquired is recognized as goodwill. Any purchase price that is considered contingent consideration is measured at its estimated fair value at the acquisition date. Contingent consideration is remeasured at the end of each reporting period, with changes in estimated fair value being recorded through SG&A expense within our statement of operations. |
New accounting standards
New accounting standards | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
New accounting standards | 3. New accounting standards New business combinations standard In October 2021, the FASB issued Accounting Standards Update 2021-08, Accounting for contract assets and contract liabilities from contracts with customers , which amends the existing business combination guidance (Accounting Standards Codification Topic 805) to require acquiring entities to apply the new revenue recognition standard (Accounting Standards Codification Topic 606) to recognize and measure contract assets and contract liabilities in a business combination. As a result of the amendments under this new standard, it is expected that the acquirer in a business combination will generally recognize and measure acquired contract assets and contract liabilities in a manner consistent with how the acquired business recognized and measured them in the pre-acquisition financial statements. The new standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. An entity that early adopts the standard at an interim date should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. We have elected to early adopt this standard and have applied the related accounting to each business combination that we completed in the current fiscal year. The impact of adopting this standard was not material to our financial statements. New tax standard In December 2019, the FASB issued a new standard to simplify the accounting for income taxes by removing certain exceptions to the existing guidance and also providing for additional clarification. This standard encompasses multiple amendments, and requires adoption either retrospectively, prospectively, or using a modified retrospective approach, depending on the amendment. For the amendments in which we are given the choice between adopting retrospectively or on a modified retrospective basis, we will adopt on a modified retrospective basis. All other amendments will be adopted using the method prescribed by the standard. The standard was effective on January 1, 2021 and its impact is immaterial. New credit losses standard In June 2016, the FASB issued a new standard that modifies the recognition of credit losses related to financial assets. Under the new standard, an entity must measure and record its total expected credit losses, rather than recording such losses when it is probable that they have occurred, as was required under the previous standard. We adopted the new guidance on January 1, 2020 using a modified retrospective approach applied to our portfolio of trade receivables as of that date. On the adoption date, we (i) recorded a $1.6 million cumulative effect adjustment to increase accumulated deficit, (ii) increased our allowance for credit losses to accounts receivable by $2.2 million, and (iii) recognized a $0.6 million reduction to deferred income tax liabilities. New lease standard In February 2016, the FASB issued a new standard related to leases. The most significant change for us was the recognition of new assets and liabilities for leases classified as operating leases. The standard also expanded disclosures about the amount, timing, and uncertainty of cash flows arising from leases. Our accounting for finance leases was substantially unchanged. Those new disclosures are provided in notes 2 and 23. We adopted the standard effective January 1, 2019 using a modified retrospective transition approach whereby the new standard was applied to all leases existing at January 1, 2019 with a cumulative effect adjustment recorded in equity representing the cumulative earnings effect of this new standard. We elected to utilize the package of practical expedients permitted under the transition guidance in the standard which allowed us to not reassess (i) whether any expired or existing contracts contain leases, (ii) historical lease classification and (iii) initial direct costs. The most significant impacts upon adoption were: (i) a $3.1 million cumulative effect adjustment that increased accumulated deficit and (ii) recognition of $155.0 million of operating lease assets and $162.5 million of operating lease liabilities. Other impacts were immaterial and included adjustments to existing finance lease assets and liabilities, recognition of deferred income tax assets and a similar amount of deferred income tax liabilities, and derecognition of prepaid rent expense assets. Other There were no other new accounting standards that we expect to have a material impact to our financial position or results of operations upon adoption. |
Business combinations
Business combinations | Jun. 10, 2021 | Dec. 31, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||
Business combinations | The purchase consideration is as follows: (in millions) June 10, 2021 Cash paid at closing $ 1,084.5 Cash acquired (4.7) Net cash consideration 1,079.8 Fair value of acquisition contingent consideration 6.1 Purchase price $ 1,085.9 | Business combinations Masterflex acquisition On November 1, 2021, we completed the acquisition of Masterflex for preliminary cash consideration of $2,845.3 million. Masterflex is a leading global manufacturer of peristaltic pumps and aseptic single-use fluid transfer technologies. The acquisition strengthens Avantor's offering across all bioproduction and research platforms including monoclonal antibodies (mAbs), cell and gene therapy and mRNA, and supports both therapy and vaccine manufacturing including COVID-19. We funded the acquisition through debt issuances of $900.0 million under our senior secured term loan facility and $800.0 million of 3.875% senior unsecured notes and gross proceeds from a secondary equity offering of $1,000.0 million, along with cash on hand. Additional details about the debt and equity offerings can be found in footnotes 14 and 15 to our consolidated financial statements, respectively. The preliminary fair value of the net assets acquired on November 1, 2021 was $2,845.3 million, which included the following: (in millions) November 1, 2021 Inventory $ 31.7 Property, plant & equipment 10.1 Other intangible assets 1,231.5 Goodwill 1,742.6 Other assets and liabilities (31.6) Deferred income taxes, net (139.0) Total net assets $ 2,845.3 The assets acquired and liabilities assumed are recorded at their preliminary estimated fair values primarily within our Americas operating segment as of November 1, 2021, and remain subject to change as we complete our determination of the final acquired assets and liabilities assumed, the impact of which could be material. The following table summarizes the preliminary fair value of intangible assets acquired on November 1, 2021 and their related weighted average amortization periods: (dollars in millions) Fair value Weighted average estimated life Tradename $ 236.7 22.5 years Customer relationships 736.9 15.0 years Developed technology 257.9 11.0 years Total $ 1,231.5 Given the timing of the acquisition, the preliminary intangible asset allocation and their respective estimated useful lives were determined based on an industry benchmarking analysis of the allocation of the percentage of intangible assets of purchase price from recent comparable transactions. The difference between the benchmark estimate and the final fair values may be material. The goodwill represents intellectual capital and the acquired assembled workforce, which are other intangible assets that do not qualify for separate recognition. A portion of the goodwill is deductible for tax purposes. Since the acquisition date, Masterflex has generated revenues of $40.6 million. Ritter GmbH acquisition On June 10, 2021, we completed the acquisition of Ritter GmbH for net cash consideration of $1,079.8 million, and contingent consideration with an initial fair value of $6.1 million. Ritter GmbH's current business is focused on providing diagnostic system providers and liquid handling OEMs with robotic fluid handling tips, plates, and other consumables. The combination of our companies expanded our proprietary offerings to our biopharma and healthcare customers and enhance our offerings for critical lab automation workflows. The combined businesses also share similar characteristics including a recurring, specification-driven revenue profile and a consumable-driven portfolio of products produced to exacting standards that enhances our unique customer value proposition. To fund the acquisition, we issued debt under our senior secured term loan facility in an aggregate principal amount of $1,134.6 million. The purchase consideration is as follows: (in millions) June 10, 2021 Cash paid at closing $ 1,084.5 Cash acquired (4.7) Net cash consideration 1,079.8 Fair value of acquisition contingent consideration 6.1 Purchase price $ 1,085.9 The contingent consideration has a maximum potential payout of €300.0 million over three years. The fair value of the contingent consideration is determined using a Monte Carlo simulation as further described in note 22. The fair value of the net assets acquired on June 10, 2021 was $1,085.9 million, which included the following: (in millions) June 10, 2021 Accounts receivable $ 33.7 Inventory 30.0 Property, plant & equipment 141.2 Other intangible assets 220.0 Goodwill 807.0 Other assets and liabilities (0.2) Accounts payable (21.5) Accrued expenses (37.2) Debt (20.4) Deferred income taxes, net (66.7) Total net assets $ 1,085.9 The following table summarizes the fair value of intangible assets acquired on June 10, 2021 and their related weighted average amortization period: (dollars in millions) Fair value Weighted average estimated life Customer relationships $ 125.0 18.0 years Developed technology 95.0 7.0 years Total $ 220.0 The goodwill represents intellectual capital and the acquired assembled workforce, which are other intangible assets that do not qualify for separate recognition. Of the goodwill recognized, none is deductible for tax purposes. Since the acquisition date, Ritter generated revenues of $108.3 million. RIM Bio acquisition On June 1, 2021, we completed the acquisition of RIM Bio, a China-based single-use bioprocess bag manufacturer. RIM Bio's current business provides a complete range of single-use 2D bags, 3D bags, tank liners, bag assemblies and multi-bag manifolds used in the manufacturing of biologics including monoclonal antibodies (mAbs), vaccines, cell and gene therapies, and recombinant proteins. The addition of RIM Bio enables us to better serve our customers by expanding our single-use manufacturing, distribution, and cleanroom capabilities to the AMEA region. The impact of this acquisition is not material to our consolidated financial statements. Acquisition-related costs of completed acquisitions For the year ended December 31, 2021 , we incurred $77.8 million of acquisition-related costs. These costs consist of non-recurring legal, accounting, investment banking, certain financing and consulting fees incurred to complete our acquisitions. All acquisition costs are expensed in the period incurred and excluded from Adjusted EBITDA, as shown in footnote 7 of these consolidated financial statements. These acquisition costs have been primarily recorded within the Europe, Americas and Corporate operating segments and presented in SG&A in the consolidated statements of operations. Proforma disclosures The following unaudited pro forma combined financial information for the fiscal years ended December 31, 2021 and 2020 gives effect to the Ritter and Masterflex acquisitions as if they had occurred on January 1, 2020. The pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. (in millions) Year ended December 31, 2021 2020 Revenue $ 7,699.2 $ 6,716.5 Net income (loss) 609.3 (29.9) The unaudited pro forma combined financial information presented above includes the accounting effects of the Ritter and Masterflex acquisitions, including, to the extent applicable, amortization charges from acquired intangible assets; depreciation of property, plant and equipment that have been revalued; transaction costs; interest expense; and the related tax effects. |
Earnings or loss per share
Earnings or loss per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss per share | 5. Earnings per share The following table presents the reconciliation of basic and diluted earnings per share for the years ended December 31, 2021 and 2020: (in millions, except per share data) Year ended December 31, 2021 Year ended December 31, 2020 Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Basic $ 508.0 590.5 $ 0.86 $ 52.0 576.3 $ 0.09 Dilutive effect of stock-based awards — 9.1 — 7.1 Diluted $ 508.0 599.6 $ 0.85 $ 52.0 583.4 $ 0.09 For the years ended December 31, 2021 and 2020, diluted earnings per share included accumulation of yield on preferred stock of $64.6 million, and excluded 62.9 million of common stock equivalents under the MCPS because they were anti-dilutive to the calculation. For the year ended December 31, 2019, basic and diluted loss per share calculations were the same because we reported a net loss available to common stockholders. The following table presents the number of common shares from convertible instruments that were excluded from the calculations of diluted loss per share because their effect would have been anti-dilutive: (in millions) Year ended December 31, 2019 Stock options 23.0 Restricted stock units 4.2 MCPS 62.9 Total 90.1 |
Risk and uncertainties
Risk and uncertainties | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Risks and uncertainties | 6. Risks and uncertainties Remeasurement of foreign-denominated debt and intercompany borrowings Our operations span the globe. To fund those operations, we have entered into significant Euro-denominated indebtedness (see note 14), and we have also established significant intercompany borrowings among our subsidiaries that are denominated in various currencies. Changes in foreign currency exchange rates, particularly the Euro, have required us to record gains and losses, some of which have been significant, to remeasure the debt and the intercompany borrowings into functional currencies of the subsidiaries holding them. On July 11, 2019, we completed an intercompany recapitalization that is intended to mitigate substantially all of our net Euro financing exposure in future periods. We still expect to record gains and losses related to intercompany borrowings denominated in other currencies. Historically, the remeasurement of borrowings denominated in currencies other than the Euro has not been material. Impairment testing On October 1, 2021, we performed quantitative annual impairment testing of goodwill for each of our reporting units. We did not record any impairment charges. Each reporting unit had a fair value that was substantially in excess of its carrying value. Unfavorable changes to forecasted results and other assumptions used to determine fair values of reporting units or long-lived assets could present a risk of impairment in future periods. We have not recorded any material impairments during the periods presented. Collective bargaining arrangements As of December 31, 2021, approximately 6% of our employees in North America were represented by unions, and a majority of our employees in Europe are represented by workers’ councils or unions. |
Segment financial information
Segment financial information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment financial information | 7. Segment financial information We report based on three geographic segments based on customer location: the Americas, Europe and AMEA. Each segment manufactures and distributes solutions for the life sciences and advanced technologies & applied materials industries. Corporate costs are managed on a standalone basis and not allocated to segments. The following tables present information by reportable segment: (in millions) Net sales Year ended December 31, Adjusted EBITDA 2021 2020 2019 2021 2020 2019 Americas $ 4,237.4 $ 3,731.5 $ 3,584.8 $ 978.4 $ 802.4 $ 703.5 Europe 2,677.3 2,286.7 2,102.0 538.5 397.8 356.2 AMEA 471.4 375.4 353.5 113.9 79.8 81.3 Corporate — — — (172.2) (138.4) (109.8) Total $ 7,386.1 $ 6,393.6 $ 6,040.3 $ 1,458.6 $ 1,141.6 $ 1,031.2 (in millions) Capital expenditures Year ended December 31, Depreciation and amortization Year ended December 31, 2021 2020 2019 2021 2020 2019 Americas $ 75.0 $ 36.0 $ 32.8 $ 232.3 $ 245.8 $ 249.7 Europe 33.3 22.2 12.7 140.9 139.8 141.0 AMEA 2.8 3.4 6.1 6.0 9.8 8.2 Total $ 111.1 $ 61.6 $ 51.6 $ 379.2 $ 395.4 $ 398.9 The amounts above exclude inter-segment activity because it is not material. All of the net sales for each segment are from external customers. The following table presents the reconciliation of Adjusted EBITDA from net income or loss: (in millions) Year ended December 31, 2021 2020 2019 Net income $ 572.6 $ 116.6 $ 37.8 Interest expense 217.4 307.6 440.0 Income tax expense (benefit) 180.4 (54.3) 2.8 Depreciation and amortization 379.2 395.4 398.9 Loss on extinguishment of debt 12.4 346.8 73.7 Net foreign currency loss (gain) from financing activities 1.3 (0.7) 1.9 Other stock-based compensation expense 3.0 1.3 36.8 Acquisition-related expenses 1 77.8 — 1.7 Integration-related expenses 2 15.9 17.1 24.0 Purchase accounting adjustments 3 6.3 — (10.7) Restructuring and severance charges 4 5.3 11.8 24.3 Receipt of disgorgement penalty 5 (13.0) — — Adjusted EBITDA $ 1,458.6 $ 1,141.6 $ 1,031.2 ━━━━━━━━━ 1. Represents legal, accounting, financing, investment banking and consulting fees incurred related to completed and pending acquisitions. Generally, these expenses are incurred prior to and at the closing of acquisitions. 2. Represents non-recurring direct costs incurred with third parties to integrate acquired companies. These expenses represent incremental costs and are unrelated to normal operations of our business. Integration expenses are incurred over a pre-defined integration period specific to each acquisition. 3. Represents the amortization of the purchase accounting adjustment we made to reflect Ritter’s acquired inventory at fair value upon acquisition in 2021, as shown in note 4 to our consolidated financial statements beginning on page F-1 of this report. In 2019 the amount relates mostly to a normalization of expense for prepaid customer rebates that were derecognized in purchase accounting. 4. Reflects the incremental expenses incurred in the period related to initiatives to increase profitability and productivity. Typical costs included in this caption are employee severance, site-related exit costs, and contract termination costs. 5. As described in note 19 to our consolidated financial statements beginning on F-1 of this report. The following table presents net sales by product line: (in millions) Year ended December 31, 2021 2020 2019 Proprietary materials & consumables $ 2,548.2 $ 2,043.6 $ 1,765.4 Third party materials & consumables 2,906.3 2,671.8 2,583.6 Services & specialty procurement 922.6 817.5 778.9 Equipment & instrumentation 1,009.0 860.7 912.4 Total $ 7,386.1 $ 6,393.6 $ 6,040.3 The following table presents information by geographic area: (in millions) Net sales Property, plant and equipment, net 2021 2020 2019 2021 2020 United States $ 3,931.7 $ 3,493.7 $ 3,330.9 $ 383.7 $ 352.4 Germany 561.7 511.4 464.4 158.5 20.3 Other countries in Europe 2,115.6 1,775.3 1,637.6 107.1 117.1 All other countries 777.1 613.2 607.4 56.2 60.1 Total $ 7,386.1 $ 6,393.6 $ 6,040.3 $ 705.5 $ 549.9 |
Supplemental disclosures of cas
Supplemental disclosures of cash flow information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental disclosures of cash flow information | 8. Supplemental disclosures of cash flow information The following tables present supplemental disclosures of cash flow information: (in millions) December 31, 2021 2020 Cash and cash equivalents $ 301.7 $ 286.6 Restricted cash classified as other assets 25.4 2.6 Total $ 327.1 $ 289.2 (in millions) Year ended December 31, 2021 2020 2019 Cash flows from operating activities: Cash paid for income taxes, net $ 144.7 $ 42.7 $ 112.3 Cash paid for interest, excluding financing leases 187.0 317.8 405.5 Cash paid for interest on finance leases 5.1 5.3 4.9 Cash paid under operating leases 43.6 42.3 44.1 Cash flows from financing activities: Cash paid under finance leases 4.7 4.3 5.5 At December 31, 2021, $256.5 million or 85% of our cash and cash equivalents was held by our non-U.S. subsidiaries and may be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. The following table presents the classification on the statements of cash flows of contingent consideration payments: (in millions) Year ended December 31, 2021 2020 2019 Operating activities, other reconciling adjustments $ — $ — $ — Financing activities — — 4.6 Total $ — $ — $ 4.6 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 9. Inventory The following table presents components of inventory: (dollars in millions) December 31, 2021 2020 Merchandise inventory $ 562.9 $ 463.0 Finished goods 102.6 115.9 Raw materials 156.1 123.2 Work in process 50.4 37.5 Total $ 872.0 $ 739.6 Inventory under the LIFO method: Percentage of total inventory 23 % 29 % Excess of current cost over carrying value $ 24.9 $ 19.0 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | 10. Property, plant and equipment The following table presents the components of property, plant and equipment: (in millions) December 31, 2021 2020 Buildings and related improvements $ 384.3 $ 359.2 Machinery, equipment and other 479.5 376.3 Software 122.3 106.7 Land 67.7 47.1 Assets not yet placed into service 96.9 48.9 Property, plant and equipment, gross 1,150.7 938.2 Accumulated depreciation (445.2) (388.3) Property, plant and equipment, net $ 705.5 $ 549.9 Depreciation expense was $88.4 million in 2021, $87.9 million in 2020 and $86.6 million in 2019. |
Goodwill and other intangible a
Goodwill and other intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | 11. Goodwill and other intangible assets The following tables present changes in goodwill by segment: (in millions) December 31, 2021 Americas Europe AMEA Total Beginning balance, net $ 1,611.6 $ 1,218.5 $ 30.1 $ 2,860.2 Currency translation 0.8 (127.6) (0.4) (127.2) Additions 1,799.0 807.0 2.1 2,608.1 Ending balance, net 3,411.4 1,897.9 31.8 5,341.1 Accumulated impairment losses 21.0 6.7 11.1 38.8 Ending balance, gross $ 3,432.4 $ 1,904.6 $ 42.9 $ 5,379.9 (in millions) Year ended December 31, 2020 Americas Europe AMEA Total Beginning balance, net $ 1,609.6 $ 1,130.1 $ 29.7 $ 2,769.4 Currency translation 2.0 87.1 0.4 89.5 Other — 1.3 — 1.3 Ending balance, net 1,611.6 1,218.5 30.1 2,860.2 Accumulated impairment losses 21.0 6.7 11.1 38.8 Ending balance, gross $ 1,632.6 $ 1,225.2 $ 41.2 $ 2,899.0 The following table presents the components of other intangible assets: (in millions) December 31, 2021 December 31, 2020 Gross value Accumulated amortization Carrying value Gross value Accumulated amortization Carrying value Customer relationships $ 5,474.2 $ 1,121.6 $ 4,352.6 $ 4,701.6 $ 894.9 $ 3,806.7 Trade names 505.1 194.1 311.0 275.7 184.3 91.4 Other 541.5 157.1 384.4 185.4 127.0 58.4 Total finite-lived $ 6,520.8 $ 1,472.8 5,048.0 $ 5,162.7 $ 1,206.2 3,956.5 Indefinite-lived 92.3 92.3 Total $ 5,140.3 $ 4,048.8 Amortization expense was $290.8 million in 2021, $307.5 million in 2020 and $312.3 million in 2019. The following table presents estimated future amortization: (in millions) December 31, 2021 2022 $ 364.2 2023 351.9 2024 351.9 2025 350.6 2026 349.3 Thereafter 3,280.1 Total $ 5,048.0 |
Restructuring and severance
Restructuring and severance | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and severance | 12. Restructuring and severance The following table presents restructuring and severance expenses by plan: (in millions) Year ended December 31, 2021 2020 2019 2017 restructuring program $ — $ 11.0 $ 23.0 Other 5.3 0.8 1.3 Total $ 5.3 $ 11.8 $ 24.3 Current year restructuring expenses represent costs related to facility closures and employee severance under various management-approved productivity initiatives. 2017 restructuring program The 2017 restructuring program was a three-year program designed to optimize our sales, gross margins and operating costs, and concluded at December 31, 2020. Spending under the program included $9.6 million for capital expenditures and $129.8 million for employee severance and related costs, facility closures and other charges through its three year duration. The program includes combining sales and marketing resources, eliminating redundant corporate functions, optimizing procurement and our manufacturing footprint, and implementing best practices throughout the organization. The following table presents information about expenses under the 2017 restructuring program for the periods covered under this report in which the plan was active: (in millions) Year ended December 31, Expenses incurred 2020 2019 Employee severance and related $ 10.7 $ 11.7 $ 88.6 Facility closure 0.3 0.9 2.4 Other — 10.4 38.8 Total $ 11.0 $ 23.0 $ 129.8 Americas $ 1.1 $ 12.1 $ 53.8 Europe 9.9 9.8 60.3 AMEA — — 0.8 Corporate — 1.1 14.9 Total $ 11.0 $ 23.0 $ 129.8 Other expenses in the table above were to write-down the carrying value of assets we plan to close or sell under the program, the largest of which were charges of $10.0 million in 2019 to write-down finite-lived intangible assets related to a discontinued product line. The following table presents changes to accrued employee severance and related expenses under the 2017 restructuring program, which are primarily classified as employee-related current liabilities: (in millions) Year ended December 31, 2021 2020 2019 Beginning balance $ 12.4 $ 15.8 $ 33.6 Expenses — 10.7 11.7 Cash payments (7.6) (15.1) (29.1) Currency translation (0.7) 1.0 (0.4) Ending balance $ 4.1 $ 12.4 $ 15.8 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 13. Commitments and contingencies Our business involves commitments and contingencies related to compliance with environmental laws and regulations, the manufacture and sale of products and litigation. The ultimate resolution of contingencies is subject to significant uncertainty, and it is reasonably possible that contingencies could be decided unfavorably for us. Environmental laws and regulations Our environmental liabilities are subject to changing governmental policy and regulations, discovery of unknown conditions, judicial proceedings, method and extent of remediation, existence of other potentially responsible parties and future changes in technology. We believe that known and unknown environmental matters, if not resolved favorably, could have a material effect on our financial position, liquidity and profitability. Mallinckrodt indemnification In 2010, New Mountain Capital acquired us from Covidien plc in accordance with a stock purchase agreement dated May 25, 2010. At that time, we were organized as Mallinckrodt Baker, Inc. or MBI. Pursuant to the terms of that agreement, we are entitled to various levels of indemnification with respect to environmental liabilities involving the former MBI operations. In 2013, in connection with the Covidien plc divestiture of Mallinckrodt Group S.a.r.l and Mallinckrodt LLC, together “Mallinckrodt,” and by a second amendment to the stock purchase agreement dated June 6, 2013, but effective upon the consummation of the divestiture, Covidien plc assigned its obligations as described herein to Mallinckrodt, and Mallinckrodt assumed those obligations from Covidien plc. As a result of the stock purchase agreement and assignment, Mallinckrodt is contractually obligated to indemnify and defend us for all off-site environmental liabilities (for example, Superfund or CERCLA liabilities) arising from the pre-closing disposal of chemicals or wastes by former MBI operations. In connection with environmental liabilities arising from pre-closing noncompliance with environmental laws, Mallinckrodt is contractually obligated to reimburse us for a percentage of the total liability, with such reimbursements made through disbursements from a $30.0 million environmental escrow established at the time of the closing. Specifically, Mallinckrodt will be responsible for reimbursement of 80% of the total costs up to $40.0 million of such environmental liabilities. Mallinckrodt will then be responsible for reimbursement of 50% of the next $40.0 million of such environmental liabilities. If such environmental liabilities exceed $80.0 million in the aggregate, Mallinckrodt will be responsible for reimbursement of 100% of such liabilities up to the next $30.0 million in the aggregate. Currently, reimbursements are 80% of the amounts spent by us, with reimbursements and settlements to date exceeding $12.0 million. In addition, in connection with operation and maintenance activities required pursuant to administrative consent orders and subsequently issued remedial action permits involving our Phillipsburg, New Jersey, facility, amounts in excess of a small annual threshold are also subject to reimbursement, currently at the 80% level. Other noteworthy matters The New Jersey Department of Environmental Protection has ordered us to remediate groundwater conditions near our plant in Phillipsburg, New Jersey. This matter is covered by the indemnification arrangement previously described. At December 31, 2021, our accrued obligation under this order is $3.5 million, which is calculated based on expected cash payments discounted at rates ranging from 0.3% in 2021 to 2.0% in 2045. The undiscounted amount of that obligation is $4.2 million. In 2016, we assessed the environmental condition of our chemical manufacturing site in Gliwice, Poland. Our assessment revealed specific types of soil and groundwater contamination throughout the site. We are also monitoring the condition of a closed landfill on that site. These matters are not covered by our indemnification arrangement because they relate to an operation we subsequently acquired. At December 31, 2021, our balance sheet includes a liability of $2.7 million for remediation and monitoring costs. That liability is estimated primarily on expected remediation payments discounted through 2021 and is not materially different than its undiscounted amount. Manufacture and sale of products Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we produce ourselves or obtain from our suppliers, as well as from the services we provide. Our exposure to such claims may increase to the extent that we expand our manufacturing operations or service offerings. We maintain insurance policies to protect us against these risks, including product liability insurance. In many cases the suppliers of products we distribute have indemnified us against such claims. Our insurance coverage or indemnification agreements with suppliers may not be adequate in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our suppliers and our suppliers’ insurers, as well as legal enforcement under the local laws governing the arrangements. We have entered into indemnification agreements with customers of our self-manufactured products to protect them from liabilities and losses arising from our negligence, willful misconduct or sale of defective products. To date, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. Litigation At December 31, 2021, there was no outstanding litigation that we believe would result in material losses if decided against us, and we do not believe that there are any unasserted matters that are reasonably possible to result in a material loss. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 14. Debt The following table presents information about our debt: (dollars in millions) December 31, 2021 December 31, 2020 Interest terms Rate Amount Receivables facility LIBOR plus 0.90% 1.00 % $ — $ — Senior secured credit facilities: Euro term loans EURIBOR plus 2.25% 2.25 % 133.9 344.8 Euro term loans EURIBOR plus 2.00% 2.00 % 367.9 — Euro term loans EURIBOR plus 2.50% 2.50 % 684.9 — U.S. dollar term loans LIBOR plus 2.00% 2.50 % 229.3 546.7 U.S. dollar term loans LIBOR plus 2.25% 2.75 % 2,063.9 1,175.0 2.625% secured notes fixed rate 2.625 % 739.6 795.0 3.875% unsecured notes fixed rate 3.875 % 800.0 — 3.875% unsecured notes fixed rate 3.875 % 455.1 489.2 4.625 % unsecured notes fixed rate 4.625 % 1,550.0 1,550.0 Finance lease liabilities 71.2 71.5 Other 17.4 — Total debt, gross 7,113.2 4,972.2 Less: unamortized deferred financing costs (90.0) (78.3) Total debt $ 7,023.2 $ 4,893.9 Classification on balance sheets: Current portion of debt $ 45.2 $ 26.4 Debt, net of current portion 6,978.0 4,867.5 The following table presents mandatory future repayments of debt principal: (in millions) December 31, 2021 2022 $ 45.2 2023 44.9 2024 385.3 2025 776.3 2026 385.8 Thereafter 5,475.7 Total debt, gross $ 7,113.2 Credit facilities The following table presents availability under our credit facilities: (in millions) December 31, 2021 Receivables facility Revolving credit facility Total Capacity $ 300.0 $ 515.0 $ 815.0 Undrawn letters of credit outstanding (9.8) — (9.8) Outstanding borrowings — — — Unused availability $ 290.2 $ 515.0 $ 805.2 Current availability under the receivables facility depends upon maintaining a sufficient borrowing base of eligible accounts receivable. At December 31, 2021, $504.9 million of accounts receivable were available as collateral under the facility. Receivables facility The receivables facility is with a commercial bank, functions like a line of credit and matures on March 27, 2023. Borrowings are secured by accounts receivable which are sold by certain of our domestic subsidiaries to a special-purpose consolidated subsidiary. As a result, those receivables are not available to satisfy the claims of other creditors. We bear the risk of collection on those receivables and account for the receivables facility as a secured borrowing. The receivables facility includes representations and covenants that we consider usual and customary, including a financial covenant. That covenant becomes applicable for periods in which we have drawn more than 35% of our revolving credit facility under the senior secured credit facilities. When applicable, we may not have total borrowings in excess of a pro forma net leverage ratio, as defined. This covenant was not applicable at December 31, 2021. Senior secured credit facilities On December 31, 2021, the senior secured credit facilities consist of a $515.0 million revolving credit facility that matures on July 14, 2025, a $133.9 million term loan facility and a $229.3 million term loan facility that mature on November 21, 2024, a $2,063.9 million term loan facility that matures on November 8, 2027, a $367.9 million term loan facility that matures on June 9, 2026 and a $684.9 million term loan facility that matures on June 9, 2028. The revolving credit facility allows us to issue letters of credit and also to issue short term notes. Borrowings under the facilities are guaranteed by substantially all of our domestic subsidiaries and secured by substantially all of their assets except for the accounts receivable that secure the receivables facility. On July 7, 2021, we amended our U.S. Dollar terms loans under our senior secured credit facilities. The amendment reduced the LIBOR floor in our interest calculation from 1.00% to 0.50%. The costs to complete the amendment were not material. On June 10, 2021, in connection with the acquisition of Ritter GmbH, we issued $396.5 million and $738.1 million of term loans that mature on June 9, 2026 and June 9, 2028, respectively. The debt bears interest at variable rates, and the interest rates for each respective instrument at December 31, 2021 are presented in the table above. We capitalized issuance costs of $22.5 million related to these term loans. The senior secured credit facilities bear interest at variable rates. The margin on the revolving credit facility declines if certain net leverage ratios are achieved. Various other immaterial fees are payable under the facilities. On October 26, 2021, in connection with the acquisition of Masterflex, we issued $800.0 million aggregate principal amount of 3.875% senior unsecured notes. The notes are due on November 1, 2029, with interest payable semi-annually on May 1 and November 1 of each year. We capitalized issuance costs of $10.0 million related to these notes. On November 1, 2021, in connection with the acquisition of Masterflex, we amended our senior secured credit facilities and issued $900.0 million of incremental U.S. Dollar term loans at Libor plus 2.25%. We incurred $19.9 million of issuance costs, of which $8.0 million were capitalized and $11.9 million were expensed, as these costs related to the portion of the issuance that was deemed to be a modification of the original debt. We are required to make additional prepayments if: (i) we generate excess cash flows, as defined, at specified percentages that decline if certain net leverage ratios are achieved; or (ii) we receive cash proceeds from certain types of asset sales or debt issuances. No additional required prepayments have become due since the inception of the credit facilities. We may also prepay the term loans at our option. In 2021 and 2020, we made optional prepayments of $190.0 million and $76.4 million, respectively, of Euro term loans and $312.7 million and $123.7 million, respectively, of U.S. dollar term loans. In connection with the 2021 and 2020 optional prepayments, we recorded losses on extinguishment of debt of $12.4 million and $5.7 million, respectively, for the proportional write-off of the related unamortized deferred financing costs. The senior secured credit facilities contain certain other customary covenants, including a financial covenant. That covenant becomes applicable in periods when we have drawn more than 35% of our revolving credit facility. When applicable, we may not have total borrowings in excess of a pro forma net leverage ratio, as defined. This covenant was not applicable at December 31, 2021. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | 15. Equity Our equity capitalization has changed significantly over the past three years as we underwent an IPO in May of 2019. The following describes our equity structure prior to and following the IPO. Avantor, Inc. following the IPO The following table presents the equity capitalization of Avantor, Inc.: (shares in millions) Par value per share Shares authorized Undesignated preferred stock $ 0.01 50.0 MCPS 0.01 25.0 Common stock 0.01 750.0 MCPS MCPS accrues cumulative dividends at a rate of 6.250% per annum on the liquidation preference of $50.00 per share. Accrued cumulative dividends in arrears as of December 31, 2021 was $8.1 million, and we paid a dividend of $64.6 million during the year ended December 31, 2021. Each share of MCPS converts into between 3.0395 and 3.5714 shares of common stock, depending upon the average trading price of our common stock leading up to the conversion date and subject to customary anti-dilution adjustments. The MCPS converts: • Automatically on May 15, 2022; • Following the occurrence of a change of control or certain other defined events, in which case holders are also entitled to receive a make-whole dividend equal to the present value of all remaining dividends that would have accumulated through May 15, 2022; and • At any time at the option of the holder at the minimum conversion rate of $3.0395. The holders have the right to appoint two additional members to the board of directors if dividends on the MCPS have not been declared or paid for the equivalent of six or more dividend periods. The holders do not have any other voting rights. In the event of any bankruptcy, liquidation, dissolution or winding up of the Company, the holders are entitled to a liquidation preference of $50.00 in cash per share before any payment or distribution is made to holders of common stock. Common stock Each share of common stock entitles the holder to one vote for applicable matters. Holders are entitled to receive dividends declared by the board of directors and a pro rata share of assets available for distribution after satisfaction of the rights of the preferred stockholders. Secondary equity offering On September 15, 2021 we issued 23.81 million shares of our common stock, at a public offering price of $42.00 per share. The proceeds from this offering were $967.0 million, net of $33.0 million of offering costs and were used to partially finance the acquisition of Masterflex as discussed in footnote 4 of our consolidated financial statements. Initial public offering and related events In 2019, we completed an IPO of our common stock and MCPS. We sold 238.1 million shares of common stock at a price per share of $14, resulting in net proceeds of $3,231.9 million after deducting underwriting discounts, commissions and other offering costs of $100.8 million. We also sold 20.7 million shares of MCPS at a price per share of $50, resulting in net proceeds of $1,003.7 million after deducting underwriting discounts, commissions and other offering costs of $31.3 million. In connection with the closing of our IPO, we filed an amended and restated certificate of incorporation to effect a five-for-one split of our common stock and authorize the classes of stock noted above. All shares of common stock, stock-based instruments and per share data included in these financial statements give effect to the stock split. Redemption of series A preferred stock In connection with the IPO, we redeemed all outstanding series A preferred stock at an aggregate redemption price of $2,630.9 million. The series A preferred stock redemption price was equal to the sum of their $2,410.5 million liquidation preference on such shares of series A preferred stock and a make-whole premium of $220.4 million. In connection with the redemption, we eliminated the authorized shares designated as series A preferred stock, making those shares available for other preferred stock designations. Conversion of junior convertible preferred stock As a result of the completion of our IPO, all outstanding shares of junior convertible preferred stock automatically converted into 194.5 million shares of common stock. The number of shares of common stock received upon conversion of the junior convertible preferred stock was based on the $2,722.5 million liquidation preference of such stock divided by the IPO price per share of common stock. In connection with the conversion, we eliminated the authorized shares designated as junior convertible preferred stock, making those shares available for other preferred stock designations. Avantor, Inc. prior to the IPO The following table presents the equity capitalization of Avantor, Inc. prior to the IPO: (shares in millions) Par value per share Shares authorized Series A preferred stock $ 0.01 25.0 Junior convertible preferred stock 0.01 5.0 Undesignated preferred stock 0.01 10.0 Common stock 0.002 2,675.0 Class B stock 0.01 0.3 Series A preferred stock The series A preferred stock was redeemable upon the occurrence of an event that was not within our control and therefore presented as redeemable equity. Holders of the series A preferred stock were also entitled to receive quarterly cumulative dividends payable in additional shares of series A preferred stock at a rate of 12.5%. The following table presents the changes in the series A preferred stock: (in millions) Year ended December 31, 2019 Shares Amount Beginning balance 2.3 $ 2,297.3 Adjustment to redemption value 0.2 220.4 Accumulation of yield 0.1 113.2 Redemption (2.6) (2,630.9) Ending balance — $ — Junior convertible preferred stock The junior convertible preferred stock was convertible with no limit on the possible number of shares to be issued, so settlement in shares could not be assured. Accordingly, we presented the junior convertible preferred stock as redeemable equity. It was not subsequently remeasured at redemption value because redemption was not deemed probable. Holders were entitled to participate in dividends and distributions as declared by the board of directors on an if-converted basis with the holders of the warrants and common stock. In connection with our IPO, each share converted into shares of common stock. The following table presents the changes in junior convertible preferred stock: (in millions) Year ended December 31, 2019 Shares Amount Beginning balance 1.7 $ 1,562.0 Conversion (1.7) (1,562.0) Ending balance — $ — Warrants In 2017 we issued 7.0 million detachable warrants with the series A preferred stock. Holders of warrants were entitled to participate in dividends and distributions as declared by the board of directors on an if-converted basis with the holders of outstanding shares of junior convertible preferred stock and common stock. Each warrant was exercisable for a share of common stock at a price of $0.002 per share. During 2019, all outstanding warrants were exercised. Class B stock Shares of class B stock had no voting or economic rights and were convertible into common shares upon a change of control or a qualified initial public offering if a certain performance threshold was met. Since the performance threshold was not met at the time of our IPO, the shares of class B stock were canceled in 2019. |
Accumulated other comprehensive
Accumulated other comprehensive income or (loss) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated other comprehensive income or (loss) | 16. Accumulated other comprehensive income (loss) The following table presents changes in the components of AOCI: (in millions) Foreign currency translation Derivative instruments Defined benefit plans Total Balance on December 31, 2018 $ (59.0) $ 1.1 $ (8.6) $ (66.5) Unrealized (loss) (3.3) (1.4) (18.9) (23.6) Reclassification of (gain) into earnings — (0.9) (0.6) (1.5) Increase due to income taxes — 0.7 5.0 5.7 Balance on December 31, 2019 (62.3) (0.5) (23.1) (85.9) Unrealized gain (loss) 106.4 1.0 (8.3) 99.1 Reclassification of (gain) loss into earnings — (1.7) 0.6 (1.1) Increase due to income taxes 7.7 0.2 1.7 9.6 Balance on December 31, 2020 51.8 (1.0) (29.1) 21.7 Unrealized (loss) gain (62.8) (1.6) 7.9 (56.5) Reclassification of loss into earnings — 3.5 0.1 3.6 (Decrease) due to income taxes (8.2) (0.5) (3.3) (12.0) Balance on December 31, 2021 $ (19.2) $ 0.4 $ (24.4) $ (43.2) The reclassifications and income tax effects shown above were immaterial to the financial statements and were made to either cost of sales or selling, general and administrative expense depending upon the nature |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | 17. Employee benefit plans We sponsor many defined benefit plans across the globe. Those plans have resulted in significant obligations to pay benefits to current and former employees, many of which are at least partially funded with plan assets. Unless required otherwise, we typically seek to close the defined benefit plans to new participants. Defined benefit plans do not materially impact our earnings, and as a result, certain disclosures have been omitted. The following table presents changes in benefit obligations and plan assets and the funded status of our plans: (in millions) U.S. pension plans Year ended December 31, Non-U.S. pension plans Year ended December 31, U.S. medical plan Year ended December 31, 2021 2020 2021 2020 2021 2020 Benefit obligation: Beginning balance $ 246.0 $ 228.8 $ 301.4 $ 258.1 $ 15.3 $ 15.5 Service cost 3.6 3.2 5.5 5.0 0.2 0.2 Interest cost 4.4 6.3 2.6 3.4 0.3 0.4 Employee contributions — — 1.2 1.1 — — Actuarial (gain) loss (7.6) 24.4 (1.7) 22.9 (0.5) (0.4) Benefits paid (16.3) (16.7) (3.3) (4.3) (0.4) (0.4) Settlements and curtailments — — (1.7) (3.6) — — Currency translation — — (11.1) 18.5 — — Other — — (1.3) 0.3 — — Ending balance 230.1 246.0 291.6 301.4 14.9 15.3 Fair value of plan assets: Beginning balance 286.6 256.0 167.5 147.2 — — Return (loss) on plan assets (2.1) 46.6 16.9 14.5 — — Employer contributions 0.7 0.7 5.2 5.0 0.4 0.4 Employee contributions — — 1.2 1.1 — — Benefits paid (16.3) (16.7) (3.3) (4.3) (0.4) (0.4) Settlements and curtailments — — (1.7) (3.6) — — Currency translation — — (3.0) 7.6 — — Other — — — — — — Ending balance 268.9 286.6 182.8 167.5 — — Funded status at end of year $ 38.8 $ 40.6 $ (108.8) $ (133.9) $ (14.9) $ (15.3) The following table presents other balance sheet information for defined benefit plans: (in millions) U.S. pension plans December 31, Non-U.S. pension plans December 31, U.S. medical plan December 31, 2021 2020 2021 2020 2021 2020 Accumulated benefit obligation $ 222.1 $ 238.8 $ 277.5 $ 294.9 $ 14.7 $ 15.3 Amounts recorded in balance sheet: Other assets $ 49.2 $ 51.8 $ 2.9 $ — $ — $ — Other current liabilities (0.7) (0.7) (2.9) (2.7) (0.8) (0.7) Other liabilities (9.7) (10.5) (108.8) (131.2) (14.1) (14.6) Funded status $ 38.8 $ 40.6 $ (108.8) $ (133.9) $ (14.9) $ (15.3) Components of AOCI, excluding tax effects: Actuarial (loss) gain $ (16.4) $ (9.6) $ (20.9) $ (36.1) $ 6.8 $ 6.8 Prior service gain (loss) — — 1.0 (0.3) 0.2 0.4 The following table presents the assumptions used to determine the benefit obligation: U.S. pension plans Non-U.S. pension plans U.S. medical plan 2021 2020 2021 2020 2021 2020 Discount rate 2.8 % 2.5 % 1.3 % 1.0 % 2.8 % 2.4 % Annual rate of salary increase 2.5 % 2.5 % 1.8 % 1.8 % — — Health care cost trends: Initial rate n/a n/a n/a n/a 5.4 % 5.4 % Ultimate rate n/a n/a n/a n/a 4.0 % 4.5 % Year ultimate rate is reached n/a n/a n/a n/a 2046 2037 The discount rate continues to be the primary driver for changes in the projected benefit obligation. The increases in discount rates in 2021 caused most of the actuarial gains in the U.S. and Non-U.S. pension plan projected benefit obligation. In 2020 the fall in discount rates was the primary reason for the losses on projected benefit obligation. The actuarial gains in the U.S. medical plan in 2021 were also primarily driven by the increase in the discount rate in 2021; in 2020 the fall in discount rates was the primary reason for the actuarial losses. The following table presents future benefits expected to be paid: (in millions) December 31, 2021 U.S. pension plans Non-U.S. pension plans U.S. medical plan 2022 $ 14.1 $ 8.0 $ 0.7 2023 13.6 8.2 0.8 2024 13.2 7.9 0.9 2025 13.1 8.7 0.9 2026 13.2 9.5 0.9 2027 – 2031 65.3 50.9 5.0 We do not expect to make any material contributions to our defined benefit plans in 2022. The following table presents the allocation of plan assets: (in millions) December 31, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 NAV 1 Total Level 1 Level 2 Level 3 NAV 1 U.S. plans: Cash $ 4.2 $ 4.2 $ — $ — $ — $ 1.0 $ 1.0 $ — $ — $ — Fixed income 211.7 — 211.7 — — 231.5 — 231.5 — — Equity 53.0 — 53.0 — — 54.1 54.1 — — — Total $ 268.9 $ 4.2 $ 264.7 $ — $ — $ 286.6 $ 55.1 $ 231.5 $ — $ — Non-U.S. plans: Cash $ 1.4 $ 1.4 $ — $ — $ — $ 0.4 $ 0.3 $ 0.1 $ — $ — Fixed income 93.3 — 93.3 — — 39.7 — 39.7 — — Equity 19.6 — 19.6 — — 36.8 — 36.8 — — Other 27.1 — 12.9 — 14.2 52.3 — 52.3 — — Insurance contracts 41.4 — — 41.4 — 38.3 — — 38.3 — Total $ 182.8 $ 1.4 $ 125.8 $ 41.4 $ 14.2 $ 167.5 $ 0.3 $ 128.9 $ 38.3 $ — ━━━━━━━━━ 1. Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy. For the U.S. plans, our primary investment strategy is to match the duration of plan assets with benefit obligations. This strategy, utilizing diversified fixed income funds, attempts to hedge the rate used to discount pension obligations. The fixed income funds invest in long duration investment grade corporate bonds primarily across industrial, financial and utilities sectors and is managed by a single institution. Surplus assets are invested in equity funds. We estimate the expected long-term rate of return on plan assets considering prior performance, the mix of assets and expectations for the long-term returns on those asset classes. Assets measured using Level 3 inputs were not material to the portfolio. For the non-U.S. plans, in many cases we enter into insurance contracts to guarantee payment of benefits for an annual fee. Otherwise, our primary investment strategy is to seek a return on plan assets sufficient to achieve our long-term funding objectives. To seek this return, we invest significantly in global equity funds and secondarily in fixed income funds to mitigate inflation and interest rate risk. These funds primarily invest in inflation-linked and other types of government bonds. We estimate the expected long-term rate of return on plan assets in a similar manner to the U.S. plans. The following table presents changes to plan assets of non-U.S. plans that were measured using unobservable inputs: (in millions) Year ended December 31, 2021 2020 Beginning balance $ 38.3 $ 33.6 Purchases 9.1 3.6 Actual returns 0.5 0.5 Settlements (4.8) (2.6) Currency translation (1.7) 3.2 Ending balance $ 41.4 $ 38.3 |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation | 18. Stock-based compensation The following table presents components of stock-based compensation expense: (in millions) Classification Year ended December 31, 2021 2020 2019 Stock options Equity $ 18.8 $ 16.9 $ 42.4 RSUs Equity 26.8 23.8 13.0 Optionholder awards Liability — 0.6 2.4 SARs Equity — — 9.0 Other Both 5.1 2.8 1.1 Total $ 50.7 $ 44.1 $ 67.9 Balance sheet classification: Equity $ 47.7 $ 42.2 $ 64.4 Liability 3.0 1.9 3.5 At December 31, 2021, unvested awards have remaining expense of $78.0 million to be recognized over a weighted average period of 1.7 years. We recognized a reduction to income tax expense as a result of tax benefits associated with our stock-based compensation plans of $30.0 million, $32.6 million and $1.3 million, in 2021, 2020 and 2019, respectively. Our stock-based compensation awards have been issued under a succession of plans sponsored by the ultimate parent of our business, which is currently Avantor, Inc. In connection with the IPO, we adopted the 2019 Plan. The 2019 Plan provides for up to 23.5 million shares of common stock to be issued in the form of stock options, restricted stock units or other equity-based awards or cash-based awards. The 2019 Plan also provides for 1% annual increases to the number of shares of common stock available for issuance unless reduced by our Board of Directors. At December 31, 2021, 10.9 million shares were available for future issuance. The 2019 Plan will automatically terminate on May 17, 2029, and no award may be granted after this date. In November 2019, the NuSil Investors settled the SARs. We were not required to pay any cash upon settlement of those awards. Stock options The following table presents information about outstanding stock options: (options and intrinsic value in millions) Number of options Weighted average exercise price per option Aggregate intrinsic value Weighted average remaining term Balance on December 31, 2020 20.0 $ 18.80 Granted 1.5 27.91 Exercised (4.5) 17.97 Forfeited (0.7) 19.52 Balance on December 31, 2021 16.3 $ 19.83 $ 364.4 6.9 years Expected to vest 6.6 19.83 148.4 8.1 years Vested 9.7 19.82 216.0 6.1 years During 2021, we granted stock options that have a contractual life of ten years and will vest annually over three Stock options outstanding on December 31, 2019 primarily consisted of stock options issued in connection with the IPO that vested annually over four years, subject to the recipient continuously providing service to us through each such date. The following table presents weighted-average information about stock options granted: Year ended December 31, 2021 2020 2019 Grant date fair value per option $ 8.63 $ 5.43 $ 4.85 Assumptions used to determine grant date fair value: Expected stock price volatility 29 % 28 % 30 % Risk free interest rate 1.1 % 1.4 % 2.1 % Expected dividend rate nil nil nil Expected life of options 6.3 years 6.2 years 6.3 years The following table presents other information about stock options: (in millions) Year ended December 31, 2021 2020 2019 Fair value of options vested $ 17.2 $ 12.0 $ 42.4 Intrinsic value of options exercised 74.9 100.8 5.4 RSUs The following table presents information about unvested RSUs: (awards in millions) Number of awards Weighted average grant date fair value per award Balance on December 31, 2020 4.9 $ 15.31 Granted 1.2 29.77 Vested (1.1) 15.02 Forfeited (0.6) 18.30 Balance on December 31, 2021 4.4 $ 19.52 During 2021, we granted restricted stock units that will vest annually over three to four years, subject to the recipient continuously providing service to us through each such date. Certain of those awards contain performance and market conditions that impact the number of shares that will ultimately vest. The expense recorded related to the performance and market conditions was not material. The fair value of RSUs that vested in 2021 was $27.5 million. RSUs did not have a material impact to our stock-based compensation expense prior to our 2019 IPO. Similarly, the fair value of RSUs vesting from 2018 to 2019 was not material. Optionholder awards We settled employee-related awards in cash during 2020 in their entirety. We paid cash of $0.0 million in 2021, $1.2 million in 2020 and $4.6 million in 2019 to settle vested awards under this program. SARs SARs were fully-vested rights for the holder to receive cash from a NuSil investor, whose primary asset was shares of our equity. The SARs were issued to our employees by a NuSil investor many years ago. These awards were accounted as contributed capital in a manner similar to how a parent accounts for a contribution to an equity-method investee. The contribution was required to be remeasured at fair value at the end of each reporting period, resulting in the recognition of expense or benefit each period as the value of our equity changed over time. In November 2019, the NuSil investor settled the SARs, which froze the value of the capital contribution and ended the requirement to remeasure the contribution prospectively. We were not required to pay any cash upon settlement of those awards. |
Other income or expense, net
Other income or expense, net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other income or expense, net | 19. Other income or expense, net The following table presents the components of other income or expense, net: (in millions) Year ended December 31, 2021 2020 2019 Net foreign currency (loss) gain from financing activities $ (1.3) $ 0.7 $ (1.9) Income related to defined benefit plans 10.4 8.8 5.1 Other 1.5 0.4 (0.7) Other income (expense), net $ 10.6 $ 9.9 $ 2.5 Most of the net foreign currency remeasurement (loss) gain from financing activities was caused by the volatility of the U.S. dollar on unhedged intercompany loan positions as disclosed in note 6. The income related to defined benefit plans includes expected returns on defined benefit plan assets, partially offset by interest cost on defined benefit plan obligations. We recognized $13.0 million of other income related to the disgorgement of disallowed trading profits from Goldman Sachs, which was a related party until December 31, 2020 and expensed $11.9 million of debt issuance costs related to the issuance of an additional $900.00 million under our $2,063.9 million term loan facility as discussed in note 14. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 20. Income taxes The following table presents detail about captions appearing on the statements of operations: (in millions) Year ended December 31, 2021 2020 2019 Income (loss) before income taxes: United States $ 555.0 $ (2.6) $ 26.0 Foreign 198.0 64.9 14.6 Total $ 753.0 $ 62.3 $ 40.6 Current income tax (expense) benefit: Federal $ (74.0) $ 30.4 $ (36.6) State (32.3) (4.8) (15.3) Foreign (91.8) (58.8) (57.6) Subtotal (198.1) (33.2) (109.5) Deferred income tax (expense) benefit: Federal (11.6) 28.0 28.9 State (1.9) 14.4 19.4 Foreign 31.2 45.1 58.4 Subtotal 17.7 87.5 106.7 Income tax (expense) benefit $ (180.4) $ 54.3 $ (2.8) The following table reconciles the income tax provision calculated at the United States federal corporate rate to the amounts presented in the statements of operations: (in millions) Year ended December 31, 2021 2020 2019 Income before income taxes $ 753.0 $ 62.3 $ 40.6 United States federal corporate rate 21 % 21 % 21 % Income tax (expense) at federal corporate rate (158.2) (13.1) (8.5) State income taxes, net of federal benefit (27.0) 7.6 3.3 Rate changes related to foreign jurisdictions (9.7) (4.0) 14.0 Stock-based compensation 14.5 10.1 — Foreign taxes 1.4 5.7 (3.1) Valuation allowance 4.1 (1.1) (7.6) Changes to uncertain tax positions (10.7) 40.8 (3.7) Foreign-derived intangible income 8.2 6.9 5.0 Transaction costs (2.1) — — Other, net (0.9) 1.4 (2.2) Income tax (expense) benefit $ (180.4) $ 54.3 $ (2.8) As a result of the new tax reform legislation, in 2018 we finalized the provisional accounting of previously recognized provisional one-time income tax effects based on new transition tax rules and interpretations issued that year, as shown in the table above. After the utilization of tax attributes such as net operating loss carryforwards, our transition tax payable was $52.6 million at December 31, 2021. Deferred taxes The following table presents the components of deferred tax assets and liabilities: (in millions) December 31, 2021 2020 Deferred tax assets: Reserves and accrued expenses $ 51.6 $ 58.7 Pension, postretirement, and environmental liabilities 14.7 18.9 Net operating loss and research and development carryforwards 312.4 335.6 Other 10.2 27.2 Deferred tax assets, gross 388.9 440.4 Less: valuation allowances (187.6) (209.9) Deferred tax assets, net 201.3 230.5 Deferred tax liabilities: Intangibles (892.8) (895.3) Property, plant and equipment (52.0) (48.6) Investment in partnerships (148.0) — Deferred tax liabilities (1,092.8) (943.9) Net deferred tax liability $ (891.5) $ (713.4) Classification on balance sheets: Other assets $ 21.5 $ 10.5 Deferred income tax liabilities (913.0) (723.9) The (decrease) increase to the valuation allowance was $(22.3) million in 2021, $16.0 million in 2020 and $(3.9) million in 2019. At December 31, 2021, $155.7 million of the valuation allowances presented above relate to foreign net operating loss carryforwards that are not expected to be realized. We evaluate the realization of deferred tax assets by considering such factors as the reversal of existing taxable temporary differences, expected profitability by tax jurisdiction and available carryforward periods. The extent and timing of any such reversals will influence the extent of tax benefits recognized in a particular year. Should applicable losses, credits and deductions ultimately be realized, the resulting reduction in the valuation allowance would generally be recognized as an income tax benefit. As a result of the Masterflex acquisition, we recorded a deferred tax liability related to the inside-outside basis difference that the acquired corporations have in the Masterflex, LLC partnership. Uncertain tax positions We file federal income tax returns in the United States and other tax returns in various states and international jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world. We provide reserves for positions that are more likely than not to be overturned by a tax authority upon examination. Tax years are subject to examination in the United States since 2009 at the federal level, since 2005 for certain states and in certain international jurisdictions since 2008. The following table reflects changes to the reserve for uncertain tax positions, excluding accrued interest and penalties: (in millions) Year ended December 31, 2021 2020 2019 Beginning balance $ 46.7 $ 83.6 $ 84.3 Additions: Tax positions related to the current year 5.1 3.4 3.1 Tax positions related to prior years 7.3 3.6 2.5 Reductions: Tax positions related to prior years — (0.1) (4.4) Settlements with taxing authorities (0.9) (43.1) (0.3) Lapse of statutes of limitations (1.6) (1.8) (1.4) Currency translation (1.3) 1.1 (0.2) Ending balance $ 55.3 $ 46.7 $ 83.6 Accrued interest and penalties related to the reserve for uncertain tax positions were $5.3 million at December 31, 2021, $3.9 million at December 31, 2020 and $7.1 million at December 31, 2019. We believe that it is reasonably possible that the reserve for uncertain tax positions could decrease by up to $2.4 million over the next twelve months. The development of reserves for uncertain tax positions requires judgments about tax issues, potential outcomes and the timing of settlement discussions with tax authorities. If we were to prevail on all uncertain tax positions, we would recognize an income tax benefit. Other matters Undistributed earnings of foreign subsidiaries that are deemed to be permanently invested amount to $2,893.1 million at December 31, 2021. Undistributed earnings of foreign subsidiaries as of December 31, 2021 is subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. We assert indefinite reinvestment related to investments in foreign subsidiaries. It is not practicable to calculate the unrecognized deferred tax liability on undistributed foreign earnings due to the complexity of the hypothetical calculation. At December 31, 2021, we had federal net operating loss carryforwards of $20.9 million that primarily expire in 2037 and state net operating loss carryforwards of $158.9 million that expire at various times through 2037. In addition, we had foreign net operating loss carryforwards of $627.0 million, which predominantly have indefinite expirations. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative and hedging activities | 21. Derivative and hedging activities We engage in hedging activities to reduce our exposure to foreign currency exchange rates. Our hedging activities are designed to manage specific risks according to our strategies, as summarized below, which may change from time to time. Our hedging activities consist of the following: • Economic hedges — We are exposed to changes in foreign currency exchange rates on certain of our Euro-denominated term loans and notes that move inversely from our portfolio of Euro- denominated intercompany loans. The currency effects for these non-derivative instruments are recorded through earnings in the period of change and substantially offset one another; • Other hedging activities — Certain of our subsidiaries hedge short-term foreign currency denominated business transactions and intercompany financing transactions using foreign currency forward contracts. These activities were not material to our consolidated financial statements; and • Net investment hedge — We have designated €400.0 million of our 3.875% senior unsecured notes as a hedge of our net investment in certain European operations to manage our exposure to currency and exchange rate movements from these operations. Net Investment Hedge We designated all of our outstanding €400.0 million 3.875% senior unsecured notes, issued on July 17, 2020, and maturing on July 15, 2028, as a hedge of our net investment in certain of our European operations. For instruments that are designated and qualify as net investment hedges, the foreign currency transactional gains or losses are reported as a component of AOCI. The gains or losses would be reclassified into earnings upon a liquidation event or deconsolidation of a hedged foreign subsidiary. Net investment hedge effectiveness is assessed based upon the change in the spot rate of the foreign currency denominated debt. The critical terms of the foreign currency notes match the portion of the net investments designated as being hedged. At December 31, 2021, the net investment hedges were equal to the designated portion of the European operations and were considered to be perfectly effective. Non-derivative financial instruments which are designated as hedging instruments: The accumulated loss related to the foreign currency denominated debt designated as net investment hedges classified in the foreign currency translation adjustment component of AOCI was $3.5 million and $37.6 million as of December 31, 2021 and December 31, 2020, respectively. The amount of (gain) loss related to the foreign currency denominated debt designated as net investment hedges classified in the foreign currency translation adjustment component of other comprehensive income is presented below: (in millions) Year ended December 31, 2021 2020 2019 Net investment hedges $ (34.1) $ 37.6 $ — |
Financial instruments and fair
Financial instruments and fair value measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial instruments and fair value measurements | 22. Financial instruments and fair value measurements Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt, contingent consideration arrangements and derivatives. Assets and liabilities for which fair value is only disclosed The carrying amount of cash and cash equivalents was the same as its fair value and is a level 1 measurement. The carrying amounts for trade accounts receivable and accounts payable approximated fair value due to their short-term nature and are level 2 measurements. The following table presents the gross amounts, which exclude unamortized deferred financing costs, and the fair values of debt instruments: (in millions) December 31, 2021 December 31, 2020 Gross amount Fair value Gross amount Fair value Receivables facility $ — $ — $ — $ — Senior secured credit facilities: Euro term loans 133.9 133.7 344.8 346.5 Euro term loans 367.9 367.7 — — Euro term loans 684.9 683.6 — — U.S. dollar term loans 229.3 224.9 546.7 548.1 U.S. dollar term loans 2,063.9 2,029.1 1,175.0 1,178.7 2.625% secured notes 739.6 758.2 795.0 815.7 3.875% unsecured notes 800.0 810.9 — — 3.875% unsecured notes 455.1 475.3 489.2 515.0 4.625 % unsecured notes 1,550.0 1,629.8 1,550.0 1,648.7 Finance lease liabilities 71.2 71.2 71.5 71.5 Other 17.4 17.4 — — Total $ 7,113.2 $ 7,201.8 $ 4,972.2 $ 5,124.2 The fair values of debt instruments are based on standard pricing models that take into account the present value of future cash flows, and in some cases private trading data, which are level 2 measurements. Recurring fair value measurements with significant unobservable inputs Certain of the business acquisitions we completed entitle the sellers to contingent consideration based on sales or earnings during a period of time following the acquisition. The following table presents changes to contingent consideration liabilities: (in millions) Year ended December 31, 2021 2020 Beginning balance $ — $ — Acquisitions 6.1 — Changes to estimated fair value — — Cash payments — — Currency translation (0.4) — Ending balance $ 5.7 $ — We estimated the fair value of contingent consideration on a recurring basis using the average of probability-weighted potential payments specified in the purchase agreements, which were level 3 measurements. Changes to the estimated fair value have been immaterial since the acquisition date through the end of the fiscal year. The significant assumptions used in these calculations include forecasted results and the estimated likelihood for each performance scenario. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases, finance | 23. Leases The following table presents lease assets and liabilities and their balance sheet classification: (in millions) Classification December 31, 2021 2020 Operating leases: Lease assets Other assets $ 107.8 $ 125.4 Current portion of liabilities Other current liabilities 34.1 34.5 Liabilities, net of current portion Other liabilities 78.6 98.2 Finance leases: Lease assets Property, plant and equipment, net 59.9 62.3 Current portion of liabilities Current portion of debt 4.2 3.6 Liabilities, net of current portion Debt, net of current portion 67.0 67.9 The following tables present information about lease expense: (in millions) Year ended December 31, 2021 2020 2019 (1,2) (1,2) (1,2) Operating lease expense $ 48.2 $ 52.0 $ 55.1 Finance lease expense 11.1 11.3 10.3 Total $ 59.3 $ 63.3 $ 65.4 (1) Operating lease expense for 2021 and 2020 includes $7.3 million and $7.8 million, respectively, classified as cost of sales and $40.9 million and $44.2 million classified as SG&A expenses, respectively. (2) Finance lease expense consists primarily of amortization of finance lease assets that is classified as SG&A expenses. December 31, 2021 2020 Weighted average remaining lease term: Operating leases 5.0 years 5.5 years Finance leases 13.5 years 14.6 years Weighted average discount rate: Operating leases 4.4 % 5.3 % Finance leases 7.9 % 8.6 % The following table presents future payments due under leases reconciled to lease liabilities: (in millions) December 31, 2021 Operating leases Finance leases 2022 $ 39.5 $ 9.3 2023 32.5 8.7 2024 25.2 8.6 2025 13.7 7.8 2026 7.7 7.6 Thereafter 14.9 81.0 Total undiscounted lease payments 133.5 123.0 Difference between undiscounted and discounted lease payments (20.8) (51.8) Lease liabilities $ 112.7 $ 71.2 |
Leases, operating | 23. Leases The following table presents lease assets and liabilities and their balance sheet classification: (in millions) Classification December 31, 2021 2020 Operating leases: Lease assets Other assets $ 107.8 $ 125.4 Current portion of liabilities Other current liabilities 34.1 34.5 Liabilities, net of current portion Other liabilities 78.6 98.2 Finance leases: Lease assets Property, plant and equipment, net 59.9 62.3 Current portion of liabilities Current portion of debt 4.2 3.6 Liabilities, net of current portion Debt, net of current portion 67.0 67.9 The following tables present information about lease expense: (in millions) Year ended December 31, 2021 2020 2019 (1,2) (1,2) (1,2) Operating lease expense $ 48.2 $ 52.0 $ 55.1 Finance lease expense 11.1 11.3 10.3 Total $ 59.3 $ 63.3 $ 65.4 (1) Operating lease expense for 2021 and 2020 includes $7.3 million and $7.8 million, respectively, classified as cost of sales and $40.9 million and $44.2 million classified as SG&A expenses, respectively. (2) Finance lease expense consists primarily of amortization of finance lease assets that is classified as SG&A expenses. December 31, 2021 2020 Weighted average remaining lease term: Operating leases 5.0 years 5.5 years Finance leases 13.5 years 14.6 years Weighted average discount rate: Operating leases 4.4 % 5.3 % Finance leases 7.9 % 8.6 % The following table presents future payments due under leases reconciled to lease liabilities: (in millions) December 31, 2021 Operating leases Finance leases 2022 $ 39.5 $ 9.3 2023 32.5 8.7 2024 25.2 8.6 2025 13.7 7.8 2026 7.7 7.6 Thereafter 14.9 81.0 Total undiscounted lease payments 133.5 123.0 Difference between undiscounted and discounted lease payments (20.8) (51.8) Lease liabilities $ 112.7 $ 71.2 |
Related party disclosures
Related party disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party disclosures | 24. Related party disclosures Related parties include our owners, directors, executive management and other parties that can exert influence on us. Transactions with related parties cannot be presumed to be carried out on an arm’s-length basis. Related party transactions exclude transactions eliminated in consolidation, compensation arrangements and other transactions occurring in the ordinary course of business. The following table presents information about related parties during the periods presented: Became related party Ceased to be related party New Mountain Capital August 2010 November 2020 Goldman Sachs November 2017 November 2020 PSP Investments November 2017 May 2019 New Mountain Capital New Mountain Capital became a related party in 2010 when they became our parent. They no longer have a controlling interest in us, and as of December 31, 2020, they held less than 10% of our common stock. Through the date of our IPO, we were party to advisory agreements with New Mountain Capital. Under those agreements, we were required to pay New Mountain Capital (i) an annual advisory fee of $1.0 million; (ii) a fee equal to 2% of the value of any acquisitions or financing transactions greater than a certain amount; and (iii) reimbursement of certain immaterial out-of-pocket expenses. The advisory agreement automatically terminated in connection with our IPO, with no transaction fee paid for the offering and no advisory fees paid in 2019 or 2020, which was the year they ceased to be a related party. We did not pay any distributions to New Mountain Capital in 2020 or 2019. Goldman Sachs Goldman Sachs became a related party in 2017 in connection with our acquisition of VWR when they obtained control of more than 10% of our common stock. As of December 31, 2020 they held less than 10% of our common stock. In 2019, Goldman Sachs acted as co-lead book-running manager for our IPO. In exchange for these services, Goldman Sachs received an aggregate underwriter discount of $24.5 million. Goldman Sachs purchased shares of common stock in the IPO valued at $70.0 million. Goldman Sachs also received proceeds of $429.5 million upon the redemption of our series A preferred stock and from repayment of term loans held under our senior secured credit facilities. Goldman Sachs also executed our June 2019 debt repricing for which they did not receive any material fees. In 2020, Goldman Sachs executed our July and November debt refinancings, for which we paid them fees of $8.5 million. As of December 31, 2020, Goldman Sachs held $3.5 million of term loans under our senior secured credit facilities. We also received $3.0 million from Goldman Sachs related to their disgorgement of short-swing trading profits, which we recorded as other income (expense). We donated these proceeds to our charitable organization, the Avantor Foundation, which was also recorded in our financial statements as other income (expense). PSP Investments PSP Investments became a related party in November 2017 in connection with the financing for the VWR acquisition because it controlled one of our board seats. In 2019, following the IPO, PSP Investments received proceeds of $302.5 million upon redemption of our series A preferred stock and ceased to be a related party once it lost control of its board seat. |
Condensed unconsolidated financ
Condensed unconsolidated financial information of Avantor, Inc. | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed unconsolidated financial information of Avantor, Inc. | 25. Condensed unconsolidated financial information of Avantor, Inc. Pursuant to SEC regulations, the following presents condensed unconsolidated financial information of the registrant, Avantor, Inc. The following condensed unconsolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto because certain applicable disclosures are provided there. In these condensed unconsolidated financial statements, all of our subsidiaries are wholly-owned for the periods presented and presented as investments of Avantor, Inc. under the equity method. Under that method, the equity interest in subsidiaries’ assets and liabilities is stated as a net noncurrent asset at historical cost on the balance sheet. No statements of operations are included because Avantor, Inc. only had equity in the earnings or loss of its subsidiaries for the periods presented in amounts equal to our consolidated net income or loss. Avantor, Inc. Condensed unconsolidated balance sheets (in millions) December 31, 2021 2020 Assets Investment in unconsolidated subsidiaries $ 4,197.0 $ 2,674.3 Total assets $ 4,197.0 $ 2,674.3 Stockholders’ equity MCPS including paid-in capital, 20.7 shares outstanding $ 1,003.7 $ 1,003.7 Common stock including paid-in capital, 609.7 and 580.1 shares outstanding 2,752.6 1,737.6 Accumulated earnings (deficit) 483.9 (88.7) Accumulated other comprehensive (loss) income (43.2) 21.7 Total stockholders’ equity $ 4,197.0 $ 2,674.3 Avantor, Inc. Condensed unconsolidated statements of cash flows (in millions) Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Cash flows from investing activities: Contribution to unconsolidated subsidiaries $ (967.3) $ — $ — Net cash used in investing activities (967.3) — — Cash flows from financing activities: Proceeds from issuance of stock, net of issuance costs 967.0 — 4,235.6 Redemption of series A preferred stock — — (2,630.9) Payments of dividends on preferred stock (64.6) (64.6) (31.3) Contribution from (to) unconsolidated subsidiaries — 44.4 (1,574.1) Proceeds received from exercise of stock options, net of shares repurchased to satisfy employee tax obligations for vested stock-based awards 64.9 20.2 0.7 Net cash provided by financing activities 967.3 — — Net change in cash and cash equivalents — — — Cash, cash equivalents and restricted cash, beginning of year — — — Cash, cash equivalents and restricted cash, end of year $ — $ — $ — |
Valuation and qualifying accoun
Valuation and qualifying accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and qualifying accounts | 26. Valuation and qualifying accounts The following table presents changes to our valuation and qualifying accounts: (in millions) Allowance for expected credit losses Valuation allowances on deferred tax assets Balance on December 31, 2018 $ 10.9 $ 197.8 Charged to costs and expenses 5.9 — Other additions (1) 2.0 — Deductions (1) — (0.5) Currency translation (0.2) (3.4) Balance on December 31, 2019 18.6 193.9 Cumulative effect of adopting new accounting standard 2.2 — Charged to costs and expenses 10.2 2.4 Deductions (1) (4.1) — Currency translation (0.7) 13.6 Balance on December 31, 2020 26.2 209.9 Cumulative effect of adopting new accounting standard — — Charged to costs and expenses 3.6 (9.4) Deductions (1) (2.6) — Currency translation (0.8) (12.9) Balance on December 31, 2021 $ 26.4 $ 187.6 (1) For the allowance for expected credit losses, deductions represent bad debts charged off, net of recoveries, and other additions represent recoveries, net of bad debts charged off. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with the rules and regulations of the SEC for annual reports and GAAP. The financial statements include the accounts of Avantor, Inc., its consolidated subsidiaries, and those business entities in which we maintain a controlling interest. For the periods presented, all share and per share information has been adjusted for a stock split that occurred in connection with our IPO. The financial statements reflect the adoptions of a new lease standard at January 1, 2019 and a new credit losses standard at January 1, 2020. Information about these new accounting standards is disclosed in note 3. |
Principles of consolidation | Principles of consolidation All intercompany balances and transactions have been eliminated from the financial statements. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported throughout the financial statements. Actual results could differ from those estimates. |
Earnings or loss per share | Earnings or loss per share Basic earnings or loss per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the reporting period. In historical periods, junior convertible preferred stock and warrants were accounted for under a two-class method, but for all periods presented, those instruments were excluded from the calculation because they did not participate in losses. Diluted earnings per share is computed based on the weighted average number of common shares outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued and reduced by the number of shares we could have repurchased with the proceeds from the issuance of the potentially dilutive shares. Variable conversion ratios are determined as of period end. Preferred dividends are added back to net income or loss available to common stockholders provided that the preferred securities are not anti-dilutive to the calculation. In periods of net loss available to common stockholders, diluted calculations are equal to basic calculations because the inclusion of dilutive shares would be anti-dilutive. |
Segment reporting | Segment reporting We report three geographic segments based on customer location: the Americas, Europe and AMEA. Our operating segments are the same as our reportable segments. None of our customers contributed more than 10% to our net sales, and we disclose net sales for the following product lines: proprietary materials & consumables, third party materials & consumables, services & specialty procurement and equipment & instrumentation. We disclose geographic data for our two largest countries, the United States and Germany, as a percentage of consolidated net sales. No other countries were individually material. We also disclose certain regional data because of differences in geopolitical and / or competitive conditions. We disclose property and equipment by geographic area because many of these assets cannot be readily moved and are illiquid, subjecting them to geographic risk. None of our other long-lived assets are subject to significant geopolitical risk. We do not manage total assets on a segment basis. Segment information about interest expense, income tax expense or benefit and other significant non-cash items are not disclosed because they are not included in the segment profitability measurement nor are they otherwise provided to our chief operating decision maker on a regular basis. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents are comprised of highly-liquid investments with original maturities of three months or less. Bank overdrafts are classified as current liabilities, and changes to bank overdrafts are presented as a financing activity on our consolidated statements of cash flows. |
Accounts receivable and allowance for current expected credit losses | Accounts receivable and allowance for current expected credit losses Substantially all of our accounts receivable are trade accounts that are recorded at the invoiced amount and generally do not bear interest. Accounts receivable are presented net of an allowance for current expected credit losses. We consider many factors in estimating our allowance including the age of our receivables, historical collections experience, customer types, creditworthiness and economic trends. Account balances are written off against the allowance when we determine it is probable that the receivable will not be recovered. |
Inventory | Inventory Inventory consists of merchandise inventory related to our distribution business and finished goods, raw materials and work in process related to our manufacturing business. Goods are removed from inventory as follows: • Merchandise inventory purchased by certain U.S. subsidiaries using the last-in, first-out method. • All other merchandise inventory using the first-in, first-out method. • Manufactured inventories using an average cost method. Inventory is valued at the lower of cost or net realizable value. Cost for manufactured goods is determined using standard costing methods to estimate raw materials, labor and overhead consumed. Variances from actual cost are recorded to inventory at period-end. Cost for other inventory is based on amounts invoiced by suppliers plus freight. If net realizable value is less than carrying value, we reduce the carrying amount to net realizable value and record a loss in cost of sales. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost. Depreciation is recognized using the straight-line method over estimated useful lives of three three three Software development costs are capitalized as property, plant and equipment once the preliminary project stage is completed and management commits to funding the project if it is probable that the project will be completed for its intended use. Preliminary project planning and training costs related to software are expensed as incurred. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets include property, plant and equipment, finite-lived intangible assets and certain other assets. For impairment testing purposes, long-lived assets may be grouped with working capital and other types of assets or liabilities if they generate cash flows on a combined basis. We evaluate long-lived assets or asset groups for impairment whenever events or changes in circumstances indicate a potential inability to recover their carrying amounts. Impairment is determined by comparing their carrying value to their estimated undiscounted future cash flows. If long-lived assets or asset groups are impaired, the loss is measured as the amount by which their carrying value exceed their fair value. |
Goodwill and other intangible assets | Goodwill and other intangible assets Goodwill represents the excess of the price of an acquired business over the aggregate fair value of its net assets. Other intangible assets consist of both finite-lived and indefinite-lived intangible assets. Goodwill and other indefinite-lived intangible assets are tested annually for impairment on October 1 of each year. Goodwill impairment testing is performed at the reporting unit level. Our reporting units are Americas, NuSil, Europe and AMEA. All of our intangible assets, including goodwill, are tested for impairment whenever an impairment indicator arises. Examples of impairment indicators include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts or anticipated acts by governments and courts. The impairment analysis for goodwill and indefinite-lived intangible assets consists of an optional qualitative assessment potentially followed by a quantitative analysis. If we determine that the carrying value of a reporting unit or an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded for the excess. Indefinite-lived intangible assets are not amortized. Annually, we evaluate whether these assets continue to have indefinite lives, considering whether they have any legal, regulatory, contractual, competitive or economic limitations and whether they are expected to contribute to the generation of cash flows indefinitely. Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis, with customer relationships amortized over lives of ten five |
Restructuring and severance charges | Restructuring and severance charges Restructuring plans are designed to improve gross margins and reduce operating costs over time. We typically incur upfront charges to implement those plans related to employee severance, facility closure and other actions: • Employee severance and related — Employee severance programs can be voluntary or involuntary. Voluntary severances are recorded at their reasonably estimated amount when associates accept severance offers. Involuntary severances covered by plan or statute are recorded at estimated amounts when probable and reasonably estimable. Significant judgment is required to determine probability and whether the amount can be reasonably estimated. Involuntary severances requiring continuing service are measured at fair value as of the termination date and recognized on a straight-line basis over the service period. Other involuntary severances are recognized at fair value on the date we notify associates of the severance plan, provided approval is obtained by the appropriate level of management. • Facility closure — On the date we cease using a facility, facility lease assets are tested for impairment in the same way as other long-lived assets. The remaining lease expense is recognized between the period that we commit to cease use of a facility and the date we exit. • Other — Other charges may be incurred to write down assets, divest businesses or for other reasons and are accounted for under applicable GAAP as described elsewhere in these policies. Restructuring and severance charges are classified as SG&A expenses. Accrued restructuring and severance charges are classified as employee-related or current liabilities if we anticipate settlement within one year, otherwise they are included in other liabilities. |
Contingencies | Contingencies Our business exposes us to various contingencies including compliance with environmental laws and regulations, legal exposures related to the manufacture and sale of products and other matters. Loss contingencies are reflected in the financial statements based on our assessments of their expected outcome or resolution: • They are recognized as liabilities on our balance sheet if the potential loss is probable and the amount can be reasonably estimated. • They are disclosed if the potential loss is material and considered at least reasonably possible. Significant judgment is required to determine probability and whether the amount can be reasonably estimated. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, we reassess potential liabilities and may revise our previous estimates. |
Debt | Debt Borrowings under lines of credit are stated at their face amount. Borrowings under term debt and through the issuance of notes are stated at their face amounts net of unamortized deferred financing costs, including any original issue discounts or premiums. The accounting for financing costs depends on whether debt is newly issued, extinguished or modified. That determination is made on an individual lender basis when the lenders are part of a syndication. When new debt is issued, financing costs and discounts are deferred and recognized as interest expense through maturity of the debt. When debt is extinguished, unamortized deferred financing costs and discounts are written off and presented as a loss on extinguishment of debt. When debt is modified, new financing costs and prior unamortized deferred financing costs may be either (i) immediately recognized as interest expense, other expense, or SG&A expense or (ii) deferred and recognized as interest expense through maturity of the modified debt, depending on the type of cost and whether the modification was substantial or insubstantial. Borrowings and repayments under lines of credit are short-term in nature and presented on the statement of cash flows on a net basis. |
Equity | Equity Stockholders’ equity or deficit comprises nonredeemable ownership interests in MCPS and common stock. Our accounting policies for these instruments are as follows: • MCPS is classified as permanent equity and initially recorded at fair value, net of issuance costs. Accrued but unpaid MCPS dividends are classified as other current liabilities with a corresponding reduction to common stock including paid-in capital. • Common stock is presented at par value plus additional paid-in amounts, net of issuance costs. Distributions are accounted for as reductions to common stock including paid-in capital and are classified as financing activities on the statement of cash flows. • Upon issuance, paid-in capital is allocated among host stock instruments and detachable warrants on a relative fair value basis. Costs directly associated with new equity issuances are recorded as other current assets until the issuances are completed or abandoned. If the issuance is completed, the costs are reclassified to stockholders’ equity and presented as a reduction of proceeds received. If the issuance is abandoned, the costs are reclassified to SG&A expenses. Costs associated with secondary equity offerings under a registration rights agreement are recorded as SG&A expenses. Disclosures about certain classes of stock are provided in the footnotes and not stated separately on the balance sheet or statement of stockholders’ equity or deficit when those presentations are not deemed to be material. |
Revenue recognition | Revenue recognition We recognize revenue by applying a five-step process: (i) identify the contract with a customer, (ii) identify the performance obligation in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue as the performance obligations are satisfied by transferring control of the performance obligation through delivery of a promised product or service to a customer. Control of a performance obligation may transfer to the customer either at a point in time or over time depending on an evaluation of the specific facts and circumstances for each contract, including the terms and conditions of the contract as agreed with the customer, as well as the nature of the products or services to be provided. The substantial majority of our net sales are recognized at a point in time based upon the delivery of products to customers pursuant to purchase orders. We recognize service revenues and sales of certain of our custom-manufactured products over time as control passes to the customer concurrent with our performance. We are able to fulfill most purchase orders rapidly, and service and custom-manufacturing cycles are short. As a result, we do not record material contract assets or liabilities, nor do we have material unfulfilled performance obligations. We have elected to use the practical expedient not to adjust the transaction price of a contract for the effects of a significant financing component if, at the inception of the contract, we expect that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Some customer contracts include variable consideration, such as rebates, some of which depend upon our customers meeting specified performance criteria, such as a purchasing level over a period of time. We use judgment to estimate the value of these pricing arrangements at each reporting date and record contract assets or liabilities to the extent that estimated values are recognized at a different time than the revenue for the related products. When estimating variable consideration, we also apply judgment when considering the probability of whether a reversal of revenue could occur and only recognize revenue subject to this constraint. The only significant costs we incur to obtain contracts are related to sales commissions. These commissions are primarily based on purchase order amounts, not recoverable and not applicable to periods greater than one year. We elected to apply the practical expedient to expense these costs as incurred as if the amortization period of the asset that would have otherwise been recognized is one year or less. Performance obligations following the delivery of products, such as rights of return and warranties, are not material. No other types of revenue arrangements were material to our consolidated financial statements. |
Classification of expenses - cost of sales | Classification of expenses — cost of sales Cost of sales includes the cost of the product, depreciation of production assets, supplier rebates, shipping and receiving charges and inventory adjustments. For manufactured products, the cost of the product includes direct and indirect manufacturing costs, plant administrative expenses and the cost of raw materials consumed in the manufacturing process. |
Classification of expenses - selling, general and administrative | Classification of expenses — selling, general and administrative Selling, general and administrative expenses include personnel and facility costs, amortization of intangible assets, depreciation of non-production assets, research and development costs, advertising expense, promotional charges and other charges related to our global operations. Research and development expenses were not material for the periods presented. |
Employee benefit plans | Employee benefit plans Some of our employees participate in defined benefit plans that we sponsor. We present these plans as follows due to their differing geographies, characteristics and actuarial assumptions: • U.S. plans — Two plans based in the United States, one of which we acquired from VWR in 2017. Another plan acquired from VWR was merged with ours in 2018. The U.S. plans are closed to participants who joined the Company after 2018, and annual accruals of future pension benefits for participating employees are not material to our financial statements. • Non-U.S. plans — Eight plans for our employees around the world that we acquired from VWR in 2017, most of which continue to accrue future pension benefits. • Medical plan — A post-retirement medical plan for certain employees in the United States. The medical plan is closed to new employees, and annual accruals of future pension benefits for participating employees are not material to our financial statements. We sponsor a number of other defined benefit plans around the world that are not material individually or in the aggregate and therefore are not included in our disclosures. Defined contribution and other employee benefit plans are also not material. The cost of our defined benefit plans is incurred systematically over expected employee service periods. We use actuarial methods and assumptions to determine expense each period and the value of projected benefit obligations. Actuarial changes in the projected value of defined benefit obligations are deferred to AOCI and recognized in earnings systematically over future periods. The portion of cost attributable to continuing employee service is included in selling, general and administrative expenses. The rest of the cost is included in other income or expense, net. |
Stock-based compensation expense | Stock-based compensation expense Some of our management and directors are compensated with stock-based awards. Stock-based compensation expense is included in SG&A expenses on the statement of operations. Stock options and RSUs We measure the expense of stock options and RSUs based on their grant-date fair values. These awards typically vest with continuing service, so expense is recognized on a straight-line basis from the date of grant through the end of the requisite service period. When awards are contingent upon the achievement of a performance condition, we record expense over the life of the awards in accordance with the probability of achievement. We measure the expense of awards with a market condition based on the grant-date fair value, which includes the probability of achieving the market condition. We recognize forfeitures of unvested awards as they occur by reversing any expense previously recorded in the period of forfeiture. We issue new shares of common stock upon exercise or vesting of awards. The grant-date fair value of stock options is measured using the Black-Scholes pricing model using assumptions based on the terms of each stock option agreement, the expected behavior of grant recipients and peer company data. We have limited historical data about our own awards upon which to base our assumptions. Expected volatility is calculated based on the observed equity volatility for a peer group over a period of time equal to the expected life of the stock options. The risk-free interest rate is based on U.S. Treasury observed market rates continuously compounded over the duration of the expected life. The expected life of stock options is estimated as the midpoint of the weighted average vesting period and the contractual term. The grant-date fair value of RSUs is measured as the quoted closing price of our common stock on the grant date. SARs SARs were issued to our employees by a NuSil investor. Prior to their settlement in November 2019 (see note 18), these awards were accounted as contributed capital in a manner similar to how a parent accounts for a contribution to an equity-method investee. The contributed capital was required to be remeasured at fair value at the end of each reporting period. That contribution was included in the noncontrolling interest until it was derecognized in November 2017 in connection with a legal entity restructuring. Since then through November 2019, the contribution had been included within the common stock including paid-in capital. Changes to the fair value of the contributed capital were recognized as adjustments to stock-based compensation expense each period. We estimated the fair value of SARs by measuring the equity value of the issuer of the SARs using ordinary valuation techniques. The applicable portion of the equity value was then allocated to the SARs based on their relative participation rights. Award modifications When stock-based compensation arrangements are modified, we treat the modification as an exchange of the original award for a new award and immediately recognize expense for the incremental value of the new award. The incremental value is measured as the excess of the fair value of new awards over the fair value of the original awards, each based on circumstances and assumptions as of the modification date. Fair value is measured using the same methods previously described. |
Income taxes | Income taxes Our worldwide income is subject to the income tax regulations of many governments. Income tax expense is calculated using an estimated global rate with recognition of deferred tax assets and liabilities for expected temporary differences between taxable and reported income. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income when those temporary differences are expected to reverse. We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. Income tax regulations change from time to time. The effect of a change in tax law on deferred tax assets and liabilities is recognized as a cumulative adjustment to income tax expense or benefit in the period of enactment. The effect of a change in tax law on the income tax expense or benefit itself is recognized prospectively for the applicable tax years. Income tax regulations can be complex, requiring us to interpret tax law and take positions. Upon audit, tax authorities may challenge our positions. We regularly assess the outcome of potential examinations and only recognize positions that are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more likely than not of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs, as a result of information that arises or when a tax position is effectively settled. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in our consolidated financial statements. |
Fair value measurements | Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. We classify fair value measurements based on the lowest of the following levels that is significant to the measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities • Level 2 — Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability • Level 3 — Inputs that are unobservable for the asset or liability based on our evaluation of the assumptions market participants would use in pricing the asset or liability We exercise considerable judgment when estimating fair value, particularly when evaluating what assumptions market participants would likely make. The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values. |
Foreign currency translation | Foreign currency translation Our operations span the globe, so we are impacted by changes in foreign currency exchange rates. We determine the functional currency of our subsidiaries based upon the primary currency used to generate and expend cash, which is usually the currency of the country in which the subsidiary is located. For subsidiaries with functional currencies other than the U.S. dollar, assets and liabilities are translated into U.S. dollars using period-end exchange rates, and revenues, expenses, income and losses of our subsidiaries are translated into U.S. dollars using monthly average exchange rates. The resulting foreign currency translation gains or losses are deferred as AOCI and reclassified to earnings only upon sale or liquidation of those businesses. Gains and losses related to the remeasurement of debt and intercompany financing into functional currencies are reported in earnings as other income or expense, net. Gains and losses associated with the |
Leases | Leases We primarily enter into real estate leases for manufacturing, warehousing and commercial office space to support our global operations. We also enter into vehicle and equipment leases to support those operations. We determine if an arrangement is a lease at inception. Short-term leases, defined as having an initial term of twelve months or less, are expensed as incurred and not recorded on the balance sheet. We record the value of all other leased property and the related obligations as assets and liabilities on the balance sheet. Information about the amount and classification of lease assets and liabilities is included in note 23. At inception, lease assets and liabilities are measured at the present value of future lease payments over the lease term. As most of our leases do not provide an implicit rate, we exercise judgment in selecting the incremental borrowing rate based on the information available at inception to determine the present value of future payments. Operating lease assets are further adjusted for lease incentives and initial direct costs. Our lease terms may include options to extend or terminate the lease. We exercise judgment to calculate the term of those leases when extension or termination options are present and include such options in the calculation of the lease term when it is reasonably certain that we will exercise those options. Operating lease expense is recognized on a straight-line basis over the lease term, except for variable rent which is expensed as incurred. Short-term lease and variable rent expense was immaterial to the financial statements and has been included within operating lease expense. Finance lease expense includes depreciation, which is recognized on a straight-line basis over the expected life of the leased asset, and an immaterial amount of interest expense. Some of our lease agreements include both lease and non-lease components. We account for those components separately for real estate leases and as a combined single lease component for all other types of leases. |
Business combinations | Business combinations We account for business acquisitions under the accounting standards for business combinations. The results of each acquisition are included in our consolidated results as of the acquisition date and the purchase price of an acquisition is allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values. Any excess of the fair value consideration transferred over the estimated fair values of the net assets acquired is recognized as goodwill. Any purchase price that is considered contingent consideration is measured at its estimated fair value at the acquisition date. Contingent consideration is remeasured at the end of each reporting period, with changes in estimated fair value being recorded through SG&A expense within our statement of operations. |
New accounting standards | New accounting standards New business combinations standard In October 2021, the FASB issued Accounting Standards Update 2021-08, Accounting for contract assets and contract liabilities from contracts with customers , which amends the existing business combination guidance (Accounting Standards Codification Topic 805) to require acquiring entities to apply the new revenue recognition standard (Accounting Standards Codification Topic 606) to recognize and measure contract assets and contract liabilities in a business combination. As a result of the amendments under this new standard, it is expected that the acquirer in a business combination will generally recognize and measure acquired contract assets and contract liabilities in a manner consistent with how the acquired business recognized and measured them in the pre-acquisition financial statements. The new standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. An entity that early adopts the standard at an interim date should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. We have elected to early adopt this standard and have applied the related accounting to each business combination that we completed in the current fiscal year. The impact of adopting this standard was not material to our financial statements. New tax standard In December 2019, the FASB issued a new standard to simplify the accounting for income taxes by removing certain exceptions to the existing guidance and also providing for additional clarification. This standard encompasses multiple amendments, and requires adoption either retrospectively, prospectively, or using a modified retrospective approach, depending on the amendment. For the amendments in which we are given the choice between adopting retrospectively or on a modified retrospective basis, we will adopt on a modified retrospective basis. All other amendments will be adopted using the method prescribed by the standard. The standard was effective on January 1, 2021 and its impact is immaterial. New credit losses standard In June 2016, the FASB issued a new standard that modifies the recognition of credit losses related to financial assets. Under the new standard, an entity must measure and record its total expected credit losses, rather than recording such losses when it is probable that they have occurred, as was required under the previous standard. We adopted the new guidance on January 1, 2020 using a modified retrospective approach applied to our portfolio of trade receivables as of that date. On the adoption date, we (i) recorded a $1.6 million cumulative effect adjustment to increase accumulated deficit, (ii) increased our allowance for credit losses to accounts receivable by $2.2 million, and (iii) recognized a $0.6 million reduction to deferred income tax liabilities. New lease standard In February 2016, the FASB issued a new standard related to leases. The most significant change for us was the recognition of new assets and liabilities for leases classified as operating leases. The standard also expanded disclosures about the amount, timing, and uncertainty of cash flows arising from leases. Our accounting for finance leases was substantially unchanged. Those new disclosures are provided in notes 2 and 23. We adopted the standard effective January 1, 2019 using a modified retrospective transition approach whereby the new standard was applied to all leases existing at January 1, 2019 with a cumulative effect adjustment recorded in equity representing the cumulative earnings effect of this new standard. We elected to utilize the package of practical expedients permitted under the transition guidance in the standard which allowed us to not reassess (i) whether any expired or existing contracts contain leases, (ii) historical lease classification and (iii) initial direct costs. The most significant impacts upon adoption were: (i) a $3.1 million cumulative effect adjustment that increased accumulated deficit and (ii) recognition of $155.0 million of operating lease assets and $162.5 million of operating lease liabilities. Other impacts were immaterial and included adjustments to existing finance lease assets and liabilities, recognition of deferred income tax assets and a similar amount of deferred income tax liabilities, and derecognition of prepaid rent expense assets. Other There were no other new accounting standards that we expect to have a material impact to our financial position or results of operations upon adoption. |
Business combinations (Tables)
Business combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary fair value of the net assets acquired on November 1, 2021 was $2,845.3 million, which included the following: (in millions) November 1, 2021 Inventory $ 31.7 Property, plant & equipment 10.1 Other intangible assets 1,231.5 Goodwill 1,742.6 Other assets and liabilities (31.6) Deferred income taxes, net (139.0) Total net assets $ 2,845.3 The fair value of the net assets acquired on June 10, 2021 was $1,085.9 million, which included the following: (in millions) June 10, 2021 Accounts receivable $ 33.7 Inventory 30.0 Property, plant & equipment 141.2 Other intangible assets 220.0 Goodwill 807.0 Other assets and liabilities (0.2) Accounts payable (21.5) Accrued expenses (37.2) Debt (20.4) Deferred income taxes, net (66.7) Total net assets $ 1,085.9 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the preliminary fair value of intangible assets acquired on November 1, 2021 and their related weighted average amortization periods: (dollars in millions) Fair value Weighted average estimated life Tradename $ 236.7 22.5 years Customer relationships 736.9 15.0 years Developed technology 257.9 11.0 years Total $ 1,231.5 The following table summarizes the fair value of intangible assets acquired on June 10, 2021 and their related weighted average amortization period: (dollars in millions) Fair value Weighted average estimated life Customer relationships $ 125.0 18.0 years Developed technology 95.0 7.0 years Total $ 220.0 |
Schedule of Business Acquisitions, by Acquisition | The purchase consideration is as follows: (in millions) June 10, 2021 Cash paid at closing $ 1,084.5 Cash acquired (4.7) Net cash consideration 1,079.8 Fair value of acquisition contingent consideration 6.1 Purchase price $ 1,085.9 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma combined financial information for the fiscal years ended December 31, 2021 and 2020 gives effect to the Ritter and Masterflex acquisitions as if they had occurred on January 1, 2020. The pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. (in millions) Year ended December 31, 2021 2020 Revenue $ 7,699.2 $ 6,716.5 Net income (loss) 609.3 (29.9) |
Earnings or loss per share (Tab
Earnings or loss per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the reconciliation of basic and diluted earnings per share for the years ended December 31, 2021 and 2020: (in millions, except per share data) Year ended December 31, 2021 Year ended December 31, 2020 Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Earnings (numerator) Weighted average shares outstanding (denominator) Earnings per share Basic $ 508.0 590.5 $ 0.86 $ 52.0 576.3 $ 0.09 Dilutive effect of stock-based awards — 9.1 — 7.1 Diluted $ 508.0 599.6 $ 0.85 $ 52.0 583.4 $ 0.09 |
Schedule of securities excluded from calculations of diluted loss per share | (in millions) Year ended December 31, 2019 Stock options 23.0 Restricted stock units 4.2 MCPS 62.9 Total 90.1 |
Segment financial information (
Segment financial information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment financial information | The following tables present information by reportable segment: (in millions) Net sales Year ended December 31, Adjusted EBITDA 2021 2020 2019 2021 2020 2019 Americas $ 4,237.4 $ 3,731.5 $ 3,584.8 $ 978.4 $ 802.4 $ 703.5 Europe 2,677.3 2,286.7 2,102.0 538.5 397.8 356.2 AMEA 471.4 375.4 353.5 113.9 79.8 81.3 Corporate — — — (172.2) (138.4) (109.8) Total $ 7,386.1 $ 6,393.6 $ 6,040.3 $ 1,458.6 $ 1,141.6 $ 1,031.2 (in millions) Capital expenditures Year ended December 31, Depreciation and amortization Year ended December 31, 2021 2020 2019 2021 2020 2019 Americas $ 75.0 $ 36.0 $ 32.8 $ 232.3 $ 245.8 $ 249.7 Europe 33.3 22.2 12.7 140.9 139.8 141.0 AMEA 2.8 3.4 6.1 6.0 9.8 8.2 Total $ 111.1 $ 61.6 $ 51.6 $ 379.2 $ 395.4 $ 398.9 |
Reconciliation of segment profitability from consolidated earnings | The following table presents the reconciliation of Adjusted EBITDA from net income or loss: (in millions) Year ended December 31, 2021 2020 2019 Net income $ 572.6 $ 116.6 $ 37.8 Interest expense 217.4 307.6 440.0 Income tax expense (benefit) 180.4 (54.3) 2.8 Depreciation and amortization 379.2 395.4 398.9 Loss on extinguishment of debt 12.4 346.8 73.7 Net foreign currency loss (gain) from financing activities 1.3 (0.7) 1.9 Other stock-based compensation expense 3.0 1.3 36.8 Acquisition-related expenses 1 77.8 — 1.7 Integration-related expenses 2 15.9 17.1 24.0 Purchase accounting adjustments 3 6.3 — (10.7) Restructuring and severance charges 4 5.3 11.8 24.3 Receipt of disgorgement penalty 5 (13.0) — — Adjusted EBITDA $ 1,458.6 $ 1,141.6 $ 1,031.2 |
Schedule of net sales by product line | The following table presents net sales by product line: (in millions) Year ended December 31, 2021 2020 2019 Proprietary materials & consumables $ 2,548.2 $ 2,043.6 $ 1,765.4 Third party materials & consumables 2,906.3 2,671.8 2,583.6 Services & specialty procurement 922.6 817.5 778.9 Equipment & instrumentation 1,009.0 860.7 912.4 Total $ 7,386.1 $ 6,393.6 $ 6,040.3 |
Schedule of information by geographic area | The following table presents information by geographic area: (in millions) Net sales Property, plant and equipment, net 2021 2020 2019 2021 2020 United States $ 3,931.7 $ 3,493.7 $ 3,330.9 $ 383.7 $ 352.4 Germany 561.7 511.4 464.4 158.5 20.3 Other countries in Europe 2,115.6 1,775.3 1,637.6 107.1 117.1 All other countries 777.1 613.2 607.4 56.2 60.1 Total $ 7,386.1 $ 6,393.6 $ 6,040.3 $ 705.5 $ 549.9 |
Supplemental disclosures of c_2
Supplemental disclosures of cash flow information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | The following tables present supplemental disclosures of cash flow information: (in millions) December 31, 2021 2020 Cash and cash equivalents $ 301.7 $ 286.6 Restricted cash classified as other assets 25.4 2.6 Total $ 327.1 $ 289.2 (in millions) Year ended December 31, 2021 2020 2019 Cash flows from operating activities: Cash paid for income taxes, net $ 144.7 $ 42.7 $ 112.3 Cash paid for interest, excluding financing leases 187.0 317.8 405.5 Cash paid for interest on finance leases 5.1 5.3 4.9 Cash paid under operating leases 43.6 42.3 44.1 Cash flows from financing activities: Cash paid under finance leases 4.7 4.3 5.5 At December 31, 2021, $256.5 million or 85% of our cash and cash equivalents was held by our non-U.S. subsidiaries and may be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply. The following table presents the classification on the statements of cash flows of contingent consideration payments: (in millions) Year ended December 31, 2021 2020 2019 Operating activities, other reconciling adjustments $ — $ — $ — Financing activities — — 4.6 Total $ — $ — $ 4.6 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory components | The following table presents components of inventory: (dollars in millions) December 31, 2021 2020 Merchandise inventory $ 562.9 $ 463.0 Finished goods 102.6 115.9 Raw materials 156.1 123.2 Work in process 50.4 37.5 Total $ 872.0 $ 739.6 Inventory under the LIFO method: Percentage of total inventory 23 % 29 % Excess of current cost over carrying value $ 24.9 $ 19.0 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | The following table presents the components of property, plant and equipment: (in millions) December 31, 2021 2020 Buildings and related improvements $ 384.3 $ 359.2 Machinery, equipment and other 479.5 376.3 Software 122.3 106.7 Land 67.7 47.1 Assets not yet placed into service 96.9 48.9 Property, plant and equipment, gross 1,150.7 938.2 Accumulated depreciation (445.2) (388.3) Property, plant and equipment, net $ 705.5 $ 549.9 |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The following tables present changes in goodwill by segment: (in millions) December 31, 2021 Americas Europe AMEA Total Beginning balance, net $ 1,611.6 $ 1,218.5 $ 30.1 $ 2,860.2 Currency translation 0.8 (127.6) (0.4) (127.2) Additions 1,799.0 807.0 2.1 2,608.1 Ending balance, net 3,411.4 1,897.9 31.8 5,341.1 Accumulated impairment losses 21.0 6.7 11.1 38.8 Ending balance, gross $ 3,432.4 $ 1,904.6 $ 42.9 $ 5,379.9 (in millions) Year ended December 31, 2020 Americas Europe AMEA Total Beginning balance, net $ 1,609.6 $ 1,130.1 $ 29.7 $ 2,769.4 Currency translation 2.0 87.1 0.4 89.5 Other — 1.3 — 1.3 Ending balance, net 1,611.6 1,218.5 30.1 2,860.2 Accumulated impairment losses 21.0 6.7 11.1 38.8 Ending balance, gross $ 1,632.6 $ 1,225.2 $ 41.2 $ 2,899.0 |
Schedule of components of other intangible assets | The following table presents the components of other intangible assets: (in millions) December 31, 2021 December 31, 2020 Gross value Accumulated amortization Carrying value Gross value Accumulated amortization Carrying value Customer relationships $ 5,474.2 $ 1,121.6 $ 4,352.6 $ 4,701.6 $ 894.9 $ 3,806.7 Trade names 505.1 194.1 311.0 275.7 184.3 91.4 Other 541.5 157.1 384.4 185.4 127.0 58.4 Total finite-lived $ 6,520.8 $ 1,472.8 5,048.0 $ 5,162.7 $ 1,206.2 3,956.5 Indefinite-lived 92.3 92.3 Total $ 5,140.3 $ 4,048.8 |
Schedule of estimated future amortization | The following table presents estimated future amortization: (in millions) December 31, 2021 2022 $ 364.2 2023 351.9 2024 351.9 2025 350.6 2026 349.3 Thereafter 3,280.1 Total $ 5,048.0 |
Restructuring and severance (Ta
Restructuring and severance (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of restructuring and severance charges | The following table presents restructuring and severance expenses by plan: (in millions) Year ended December 31, 2021 2020 2019 2017 restructuring program $ — $ 11.0 $ 23.0 Other 5.3 0.8 1.3 Total $ 5.3 $ 11.8 $ 24.3 |
2017 restructuring program | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of restructuring and severance charges | The following table presents information about expenses under the 2017 restructuring program for the periods covered under this report in which the plan was active: (in millions) Year ended December 31, Expenses incurred 2020 2019 Employee severance and related $ 10.7 $ 11.7 $ 88.6 Facility closure 0.3 0.9 2.4 Other — 10.4 38.8 Total $ 11.0 $ 23.0 $ 129.8 Americas $ 1.1 $ 12.1 $ 53.8 Europe 9.9 9.8 60.3 AMEA — — 0.8 Corporate — 1.1 14.9 Total $ 11.0 $ 23.0 $ 129.8 Other expenses in the table above were to write-down the carrying value of assets we plan to close or sell under the program, the largest of which were charges of $10.0 million in 2019 to write-down finite-lived intangible assets related to a discontinued product line. |
Schedule of changes to accrued restructuring charges | The following table presents changes to accrued employee severance and related expenses under the 2017 restructuring program, which are primarily classified as employee-related current liabilities: (in millions) Year ended December 31, 2021 2020 2019 Beginning balance $ 12.4 $ 15.8 $ 33.6 Expenses — 10.7 11.7 Cash payments (7.6) (15.1) (29.1) Currency translation (0.7) 1.0 (0.4) Ending balance $ 4.1 $ 12.4 $ 15.8 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of information about debt | The following table presents information about our debt: (dollars in millions) December 31, 2021 December 31, 2020 Interest terms Rate Amount Receivables facility LIBOR plus 0.90% 1.00 % $ — $ — Senior secured credit facilities: Euro term loans EURIBOR plus 2.25% 2.25 % 133.9 344.8 Euro term loans EURIBOR plus 2.00% 2.00 % 367.9 — Euro term loans EURIBOR plus 2.50% 2.50 % 684.9 — U.S. dollar term loans LIBOR plus 2.00% 2.50 % 229.3 546.7 U.S. dollar term loans LIBOR plus 2.25% 2.75 % 2,063.9 1,175.0 2.625% secured notes fixed rate 2.625 % 739.6 795.0 3.875% unsecured notes fixed rate 3.875 % 800.0 — 3.875% unsecured notes fixed rate 3.875 % 455.1 489.2 4.625 % unsecured notes fixed rate 4.625 % 1,550.0 1,550.0 Finance lease liabilities 71.2 71.5 Other 17.4 — Total debt, gross 7,113.2 4,972.2 Less: unamortized deferred financing costs (90.0) (78.3) Total debt $ 7,023.2 $ 4,893.9 Classification on balance sheets: Current portion of debt $ 45.2 $ 26.4 Debt, net of current portion 6,978.0 4,867.5 |
Schedule of mandatory future repayments of debt principal | The following table presents mandatory future repayments of debt principal: (in millions) December 31, 2021 2022 $ 45.2 2023 44.9 2024 385.3 2025 776.3 2026 385.8 Thereafter 5,475.7 Total debt, gross $ 7,113.2 |
Schedule of availability under credit facilities | The following table presents availability under our credit facilities: (in millions) December 31, 2021 Receivables facility Revolving credit facility Total Capacity $ 300.0 $ 515.0 $ 815.0 Undrawn letters of credit outstanding (9.8) — (9.8) Outstanding borrowings — — — Unused availability $ 290.2 $ 515.0 $ 805.2 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Series A preferred stock | |
Class of Stock [Line Items] | |
Schedule of changes in equity | The following table presents the changes in the series A preferred stock: (in millions) Year ended December 31, 2019 Shares Amount Beginning balance 2.3 $ 2,297.3 Adjustment to redemption value 0.2 220.4 Accumulation of yield 0.1 113.2 Redemption (2.6) (2,630.9) Ending balance — $ — |
Junior convertible preferred stock | |
Class of Stock [Line Items] | |
Schedule of changes in equity | The following table presents the changes in junior convertible preferred stock: (in millions) Year ended December 31, 2019 Shares Amount Beginning balance 1.7 $ 1,562.0 Conversion (1.7) (1,562.0) Ending balance — $ — |
Avantor, Inc. following the IPO | |
Class of Stock [Line Items] | |
Schedule of equity capitalization | The following table presents the equity capitalization of Avantor, Inc.: (shares in millions) Par value per share Shares authorized Undesignated preferred stock $ 0.01 50.0 MCPS 0.01 25.0 Common stock 0.01 750.0 |
Avantor, Inc. prior to the IPO | |
Class of Stock [Line Items] | |
Schedule of equity capitalization | The following table presents the equity capitalization of Avantor, Inc. prior to the IPO: (shares in millions) Par value per share Shares authorized Series A preferred stock $ 0.01 25.0 Junior convertible preferred stock 0.01 5.0 Undesignated preferred stock 0.01 10.0 Common stock 0.002 2,675.0 Class B stock 0.01 0.3 |
Accumulated other comprehensi_2
Accumulated other comprehensive income or loss (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of changes in components of AOCI | The following table presents changes in the components of AOCI: (in millions) Foreign currency translation Derivative instruments Defined benefit plans Total Balance on December 31, 2018 $ (59.0) $ 1.1 $ (8.6) $ (66.5) Unrealized (loss) (3.3) (1.4) (18.9) (23.6) Reclassification of (gain) into earnings — (0.9) (0.6) (1.5) Increase due to income taxes — 0.7 5.0 5.7 Balance on December 31, 2019 (62.3) (0.5) (23.1) (85.9) Unrealized gain (loss) 106.4 1.0 (8.3) 99.1 Reclassification of (gain) loss into earnings — (1.7) 0.6 (1.1) Increase due to income taxes 7.7 0.2 1.7 9.6 Balance on December 31, 2020 51.8 (1.0) (29.1) 21.7 Unrealized (loss) gain (62.8) (1.6) 7.9 (56.5) Reclassification of loss into earnings — 3.5 0.1 3.6 (Decrease) due to income taxes (8.2) (0.5) (3.3) (12.0) Balance on December 31, 2021 $ (19.2) $ 0.4 $ (24.4) $ (43.2) |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of changes in benefit obligations and plan assets and funded status | The following table presents changes in benefit obligations and plan assets and the funded status of our plans: (in millions) U.S. pension plans Year ended December 31, Non-U.S. pension plans Year ended December 31, U.S. medical plan Year ended December 31, 2021 2020 2021 2020 2021 2020 Benefit obligation: Beginning balance $ 246.0 $ 228.8 $ 301.4 $ 258.1 $ 15.3 $ 15.5 Service cost 3.6 3.2 5.5 5.0 0.2 0.2 Interest cost 4.4 6.3 2.6 3.4 0.3 0.4 Employee contributions — — 1.2 1.1 — — Actuarial (gain) loss (7.6) 24.4 (1.7) 22.9 (0.5) (0.4) Benefits paid (16.3) (16.7) (3.3) (4.3) (0.4) (0.4) Settlements and curtailments — — (1.7) (3.6) — — Currency translation — — (11.1) 18.5 — — Other — — (1.3) 0.3 — — Ending balance 230.1 246.0 291.6 301.4 14.9 15.3 Fair value of plan assets: Beginning balance 286.6 256.0 167.5 147.2 — — Return (loss) on plan assets (2.1) 46.6 16.9 14.5 — — Employer contributions 0.7 0.7 5.2 5.0 0.4 0.4 Employee contributions — — 1.2 1.1 — — Benefits paid (16.3) (16.7) (3.3) (4.3) (0.4) (0.4) Settlements and curtailments — — (1.7) (3.6) — — Currency translation — — (3.0) 7.6 — — Other — — — — — — Ending balance 268.9 286.6 182.8 167.5 — — Funded status at end of year $ 38.8 $ 40.6 $ (108.8) $ (133.9) $ (14.9) $ (15.3) |
Schedule of other balance sheet information | The following table presents other balance sheet information for defined benefit plans: (in millions) U.S. pension plans December 31, Non-U.S. pension plans December 31, U.S. medical plan December 31, 2021 2020 2021 2020 2021 2020 Accumulated benefit obligation $ 222.1 $ 238.8 $ 277.5 $ 294.9 $ 14.7 $ 15.3 Amounts recorded in balance sheet: Other assets $ 49.2 $ 51.8 $ 2.9 $ — $ — $ — Other current liabilities (0.7) (0.7) (2.9) (2.7) (0.8) (0.7) Other liabilities (9.7) (10.5) (108.8) (131.2) (14.1) (14.6) Funded status $ 38.8 $ 40.6 $ (108.8) $ (133.9) $ (14.9) $ (15.3) Components of AOCI, excluding tax effects: Actuarial (loss) gain $ (16.4) $ (9.6) $ (20.9) $ (36.1) $ 6.8 $ 6.8 Prior service gain (loss) — — 1.0 (0.3) 0.2 0.4 |
Schedule of assumptions used | The following table presents the assumptions used to determine the benefit obligation: U.S. pension plans Non-U.S. pension plans U.S. medical plan 2021 2020 2021 2020 2021 2020 Discount rate 2.8 % 2.5 % 1.3 % 1.0 % 2.8 % 2.4 % Annual rate of salary increase 2.5 % 2.5 % 1.8 % 1.8 % — — Health care cost trends: Initial rate n/a n/a n/a n/a 5.4 % 5.4 % Ultimate rate n/a n/a n/a n/a 4.0 % 4.5 % Year ultimate rate is reached n/a n/a n/a n/a 2046 2037 |
Schedule of future benefits expected to be paid | The following table presents future benefits expected to be paid: (in millions) December 31, 2021 U.S. pension plans Non-U.S. pension plans U.S. medical plan 2022 $ 14.1 $ 8.0 $ 0.7 2023 13.6 8.2 0.8 2024 13.2 7.9 0.9 2025 13.1 8.7 0.9 2026 13.2 9.5 0.9 2027 – 2031 65.3 50.9 5.0 |
Schedule of allocation of plan assets | The following table presents the allocation of plan assets: (in millions) December 31, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 NAV 1 Total Level 1 Level 2 Level 3 NAV 1 U.S. plans: Cash $ 4.2 $ 4.2 $ — $ — $ — $ 1.0 $ 1.0 $ — $ — $ — Fixed income 211.7 — 211.7 — — 231.5 — 231.5 — — Equity 53.0 — 53.0 — — 54.1 54.1 — — — Total $ 268.9 $ 4.2 $ 264.7 $ — $ — $ 286.6 $ 55.1 $ 231.5 $ — $ — Non-U.S. plans: Cash $ 1.4 $ 1.4 $ — $ — $ — $ 0.4 $ 0.3 $ 0.1 $ — $ — Fixed income 93.3 — 93.3 — — 39.7 — 39.7 — — Equity 19.6 — 19.6 — — 36.8 — 36.8 — — Other 27.1 — 12.9 — 14.2 52.3 — 52.3 — — Insurance contracts 41.4 — — 41.4 — 38.3 — — 38.3 — Total $ 182.8 $ 1.4 $ 125.8 $ 41.4 $ 14.2 $ 167.5 $ 0.3 $ 128.9 $ 38.3 $ — ━━━━━━━━━ 1. Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy. |
Schedule of changes to plan assets measured using unobservable inputs | The following table presents changes to plan assets of non-U.S. plans that were measured using unobservable inputs: (in millions) Year ended December 31, 2021 2020 Beginning balance $ 38.3 $ 33.6 Purchases 9.1 3.6 Actual returns 0.5 0.5 Settlements (4.8) (2.6) Currency translation (1.7) 3.2 Ending balance $ 41.4 $ 38.3 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of components of stock-based compensation expense | The following table presents components of stock-based compensation expense: (in millions) Classification Year ended December 31, 2021 2020 2019 Stock options Equity $ 18.8 $ 16.9 $ 42.4 RSUs Equity 26.8 23.8 13.0 Optionholder awards Liability — 0.6 2.4 SARs Equity — — 9.0 Other Both 5.1 2.8 1.1 Total $ 50.7 $ 44.1 $ 67.9 Balance sheet classification: Equity $ 47.7 $ 42.2 $ 64.4 Liability 3.0 1.9 3.5 |
Schedule of information about outstanding stock options | The following table presents information about outstanding stock options: (options and intrinsic value in millions) Number of options Weighted average exercise price per option Aggregate intrinsic value Weighted average remaining term Balance on December 31, 2020 20.0 $ 18.80 Granted 1.5 27.91 Exercised (4.5) 17.97 Forfeited (0.7) 19.52 Balance on December 31, 2021 16.3 $ 19.83 $ 364.4 6.9 years Expected to vest 6.6 19.83 148.4 8.1 years Vested 9.7 19.82 216.0 6.1 years |
Schedule of weighted-average information about stock options granted | The following table presents weighted-average information about stock options granted: Year ended December 31, 2021 2020 2019 Grant date fair value per option $ 8.63 $ 5.43 $ 4.85 Assumptions used to determine grant date fair value: Expected stock price volatility 29 % 28 % 30 % Risk free interest rate 1.1 % 1.4 % 2.1 % Expected dividend rate nil nil nil Expected life of options 6.3 years 6.2 years 6.3 years |
Schedule of other information about stock options | The following table presents other information about stock options: (in millions) Year ended December 31, 2021 2020 2019 Fair value of options vested $ 17.2 $ 12.0 $ 42.4 Intrinsic value of options exercised 74.9 100.8 5.4 |
Schedule of information about unvested RSUs | The following table presents information about unvested RSUs: (awards in millions) Number of awards Weighted average grant date fair value per award Balance on December 31, 2020 4.9 $ 15.31 Granted 1.2 29.77 Vested (1.1) 15.02 Forfeited (0.6) 18.30 Balance on December 31, 2021 4.4 $ 19.52 |
Other income or expense, net (T
Other income or expense, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of components of other income or expense, net | The following table presents the components of other income or expense, net: (in millions) Year ended December 31, 2021 2020 2019 Net foreign currency (loss) gain from financing activities $ (1.3) $ 0.7 $ (1.9) Income related to defined benefit plans 10.4 8.8 5.1 Other 1.5 0.4 (0.7) Other income (expense), net $ 10.6 $ 9.9 $ 2.5 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of detail about captions appearing on the statements of operations | The following table presents detail about captions appearing on the statements of operations: (in millions) Year ended December 31, 2021 2020 2019 Income (loss) before income taxes: United States $ 555.0 $ (2.6) $ 26.0 Foreign 198.0 64.9 14.6 Total $ 753.0 $ 62.3 $ 40.6 Current income tax (expense) benefit: Federal $ (74.0) $ 30.4 $ (36.6) State (32.3) (4.8) (15.3) Foreign (91.8) (58.8) (57.6) Subtotal (198.1) (33.2) (109.5) Deferred income tax (expense) benefit: Federal (11.6) 28.0 28.9 State (1.9) 14.4 19.4 Foreign 31.2 45.1 58.4 Subtotal 17.7 87.5 106.7 Income tax (expense) benefit $ (180.4) $ 54.3 $ (2.8) |
Schedule of federal corporate rate reconciled to income tax provision | The following table reconciles the income tax provision calculated at the United States federal corporate rate to the amounts presented in the statements of operations: (in millions) Year ended December 31, 2021 2020 2019 Income before income taxes $ 753.0 $ 62.3 $ 40.6 United States federal corporate rate 21 % 21 % 21 % Income tax (expense) at federal corporate rate (158.2) (13.1) (8.5) State income taxes, net of federal benefit (27.0) 7.6 3.3 Rate changes related to foreign jurisdictions (9.7) (4.0) 14.0 Stock-based compensation 14.5 10.1 — Foreign taxes 1.4 5.7 (3.1) Valuation allowance 4.1 (1.1) (7.6) Changes to uncertain tax positions (10.7) 40.8 (3.7) Foreign-derived intangible income 8.2 6.9 5.0 Transaction costs (2.1) — — Other, net (0.9) 1.4 (2.2) Income tax (expense) benefit $ (180.4) $ 54.3 $ (2.8) |
Schedule of components of deferred tax assets and liabilities | Deferred taxes The following table presents the components of deferred tax assets and liabilities: (in millions) December 31, 2021 2020 Deferred tax assets: Reserves and accrued expenses $ 51.6 $ 58.7 Pension, postretirement, and environmental liabilities 14.7 18.9 Net operating loss and research and development carryforwards 312.4 335.6 Other 10.2 27.2 Deferred tax assets, gross 388.9 440.4 Less: valuation allowances (187.6) (209.9) Deferred tax assets, net 201.3 230.5 Deferred tax liabilities: Intangibles (892.8) (895.3) Property, plant and equipment (52.0) (48.6) Investment in partnerships (148.0) — Deferred tax liabilities (1,092.8) (943.9) Net deferred tax liability $ (891.5) $ (713.4) Classification on balance sheets: Other assets $ 21.5 $ 10.5 Deferred income tax liabilities (913.0) (723.9) |
Schedule of changes to the reserve for uncertain tax positions | The following table reflects changes to the reserve for uncertain tax positions, excluding accrued interest and penalties: (in millions) Year ended December 31, 2021 2020 2019 Beginning balance $ 46.7 $ 83.6 $ 84.3 Additions: Tax positions related to the current year 5.1 3.4 3.1 Tax positions related to prior years 7.3 3.6 2.5 Reductions: Tax positions related to prior years — (0.1) (4.4) Settlements with taxing authorities (0.9) (43.1) (0.3) Lapse of statutes of limitations (1.6) (1.8) (1.4) Currency translation (1.3) 1.1 (0.2) Ending balance $ 55.3 $ 46.7 $ 83.6 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Net Investment Hedges, Statements of Financial Performance and Financial Position, Location | The amount of (gain) loss related to the foreign currency denominated debt designated as net investment hedges classified in the foreign currency translation adjustment component of other comprehensive income is presented below: (in millions) Year ended December 31, 2021 2020 2019 Net investment hedges $ (34.1) $ 37.6 $ — |
Financial instruments and fai_2
Financial instruments and fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of gross amounts and fair values of debt instruments | The following table presents the gross amounts, which exclude unamortized deferred financing costs, and the fair values of debt instruments: (in millions) December 31, 2021 December 31, 2020 Gross amount Fair value Gross amount Fair value Receivables facility $ — $ — $ — $ — Senior secured credit facilities: Euro term loans 133.9 133.7 344.8 346.5 Euro term loans 367.9 367.7 — — Euro term loans 684.9 683.6 — — U.S. dollar term loans 229.3 224.9 546.7 548.1 U.S. dollar term loans 2,063.9 2,029.1 1,175.0 1,178.7 2.625% secured notes 739.6 758.2 795.0 815.7 3.875% unsecured notes 800.0 810.9 — — 3.875% unsecured notes 455.1 475.3 489.2 515.0 4.625 % unsecured notes 1,550.0 1,629.8 1,550.0 1,648.7 Finance lease liabilities 71.2 71.2 71.5 71.5 Other 17.4 17.4 — — Total $ 7,113.2 $ 7,201.8 $ 4,972.2 $ 5,124.2 The fair values of debt instruments are based on standard pricing models that take into account the present value of future cash flows, and in some cases private trading data, which are level 2 measurements. |
Schedule of changes to contingent consideration liabilities | The following table presents changes to contingent consideration liabilities: (in millions) Year ended December 31, 2021 2020 Beginning balance $ — $ — Acquisitions 6.1 — Changes to estimated fair value — — Cash payments — — Currency translation (0.4) — Ending balance $ 5.7 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of lease assets and liabilities | The following table presents lease assets and liabilities and their balance sheet classification: (in millions) Classification December 31, 2021 2020 Operating leases: Lease assets Other assets $ 107.8 $ 125.4 Current portion of liabilities Other current liabilities 34.1 34.5 Liabilities, net of current portion Other liabilities 78.6 98.2 Finance leases: Lease assets Property, plant and equipment, net 59.9 62.3 Current portion of liabilities Current portion of debt 4.2 3.6 Liabilities, net of current portion Debt, net of current portion 67.0 67.9 |
Schedule of information about lease expense | The following tables present information about lease expense: (in millions) Year ended December 31, 2021 2020 2019 (1,2) (1,2) (1,2) Operating lease expense $ 48.2 $ 52.0 $ 55.1 Finance lease expense 11.1 11.3 10.3 Total $ 59.3 $ 63.3 $ 65.4 (1) Operating lease expense for 2021 and 2020 includes $7.3 million and $7.8 million, respectively, classified as cost of sales and $40.9 million and $44.2 million classified as SG&A expenses, respectively. (2) Finance lease expense consists primarily of amortization of finance lease assets that is classified as SG&A expenses. December 31, 2021 2020 Weighted average remaining lease term: Operating leases 5.0 years 5.5 years Finance leases 13.5 years 14.6 years Weighted average discount rate: Operating leases 4.4 % 5.3 % Finance leases 7.9 % 8.6 % |
Schedule of future payments due under operating leases | The following table presents future payments due under leases reconciled to lease liabilities: (in millions) December 31, 2021 Operating leases Finance leases 2022 $ 39.5 $ 9.3 2023 32.5 8.7 2024 25.2 8.6 2025 13.7 7.8 2026 7.7 7.6 Thereafter 14.9 81.0 Total undiscounted lease payments 133.5 123.0 Difference between undiscounted and discounted lease payments (20.8) (51.8) Lease liabilities $ 112.7 $ 71.2 |
Schedule of future payments due under finance leases | The following table presents future payments due under leases reconciled to lease liabilities: (in millions) December 31, 2021 Operating leases Finance leases 2022 $ 39.5 $ 9.3 2023 32.5 8.7 2024 25.2 8.6 2025 13.7 7.8 2026 7.7 7.6 Thereafter 14.9 81.0 Total undiscounted lease payments 133.5 123.0 Difference between undiscounted and discounted lease payments (20.8) (51.8) Lease liabilities $ 112.7 $ 71.2 |
Related party disclosures (Tabl
Related party disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table presents information about related parties during the periods presented: Became related party Ceased to be related party New Mountain Capital August 2010 November 2020 Goldman Sachs November 2017 November 2020 PSP Investments November 2017 May 2019 |
Condensed unconsolidated fina_2
Condensed unconsolidated financial information of Avantor, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed unconsolidated balance sheets | Avantor, Inc. Condensed unconsolidated balance sheets (in millions) December 31, 2021 2020 Assets Investment in unconsolidated subsidiaries $ 4,197.0 $ 2,674.3 Total assets $ 4,197.0 $ 2,674.3 Stockholders’ equity MCPS including paid-in capital, 20.7 shares outstanding $ 1,003.7 $ 1,003.7 Common stock including paid-in capital, 609.7 and 580.1 shares outstanding 2,752.6 1,737.6 Accumulated earnings (deficit) 483.9 (88.7) Accumulated other comprehensive (loss) income (43.2) 21.7 Total stockholders’ equity $ 4,197.0 $ 2,674.3 |
Condensed unconsolidated statements of cash flows | Avantor, Inc. Condensed unconsolidated statements of cash flows (in millions) Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Cash flows from investing activities: Contribution to unconsolidated subsidiaries $ (967.3) $ — $ — Net cash used in investing activities (967.3) — — Cash flows from financing activities: Proceeds from issuance of stock, net of issuance costs 967.0 — 4,235.6 Redemption of series A preferred stock — — (2,630.9) Payments of dividends on preferred stock (64.6) (64.6) (31.3) Contribution from (to) unconsolidated subsidiaries — 44.4 (1,574.1) Proceeds received from exercise of stock options, net of shares repurchased to satisfy employee tax obligations for vested stock-based awards 64.9 20.2 0.7 Net cash provided by financing activities 967.3 — — Net change in cash and cash equivalents — — — Cash, cash equivalents and restricted cash, beginning of year — — — Cash, cash equivalents and restricted cash, end of year $ — $ — $ — |
Valuation and qualifying acco_2
Valuation and qualifying accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule of valuation and qualifying accounts | The following table presents changes to our valuation and qualifying accounts: (in millions) Allowance for expected credit losses Valuation allowances on deferred tax assets Balance on December 31, 2018 $ 10.9 $ 197.8 Charged to costs and expenses 5.9 — Other additions (1) 2.0 — Deductions (1) — (0.5) Currency translation (0.2) (3.4) Balance on December 31, 2019 18.6 193.9 Cumulative effect of adopting new accounting standard 2.2 — Charged to costs and expenses 10.2 2.4 Deductions (1) (4.1) — Currency translation (0.7) 13.6 Balance on December 31, 2020 26.2 209.9 Cumulative effect of adopting new accounting standard — — Charged to costs and expenses 3.6 (9.4) Deductions (1) (2.6) — Currency translation (0.8) (12.9) Balance on December 31, 2021 $ 26.4 $ 187.6 (1) For the allowance for expected credit losses, deductions represent bad debts charged off, net of recoveries, and other additions represent recoveries, net of bad debts charged off. |
Nature of operations and pres_2
Nature of operations and presentation of financial statements (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | Sep. 15, 2021 | May 26, 2020 | Dec. 31, 2020 |
Subsidiary or Equity Method Investee [Line Items] | |||
Price per share (in dollars per share) | $ 42 | ||
Proceeds from sale of stock | $ 967 | ||
Payments of stock issuance costs | $ 33 | ||
Common stock | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Payments of stock issuance costs | $ 100.8 | ||
Secondary Offering | Common stock | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Number of shares issued in transaction (in shares) | 23,810 | ||
Price per share (in dollars per share) | $ 42 | ||
Proceeds from sale of stock | $ 967 | ||
Payments of stock issuance costs | $ 33 |
Summary of significant accoun_3
Summary of significant accounting policies (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment reporting | ||
Number of reportable segments | segment | 3 | |
Finite-lived intangible assets | ||
Cumulative effect of adopting new accounting standard | $ (483.9) | $ 88.7 |
Allowances on accounts receivable | 26.4 | 26.2 |
Deferred income tax liabilities | 913 | $ 723.9 |
Lease liabilities | $ 112.7 | |
Customer relationships | Minimum | ||
Finite-lived intangible assets | ||
Estimated useful life | 10 years | |
Customer relationships | Maximum | ||
Finite-lived intangible assets | ||
Estimated useful life | 20 years | |
Trade names | Minimum | ||
Finite-lived intangible assets | ||
Estimated useful life | 10 years | |
Trade names | Maximum | ||
Finite-lived intangible assets | ||
Estimated useful life | 22 years 6 months | |
Other | Minimum | ||
Finite-lived intangible assets | ||
Estimated useful life | 5 years | |
Other | Maximum | ||
Finite-lived intangible assets | ||
Estimated useful life | 20 years | |
Buildings and related improvements | Minimum | ||
Property, plant and equipment | ||
Estimated useful life | 3 years | |
Buildings and related improvements | Maximum | ||
Property, plant and equipment | ||
Estimated useful life | 40 years | |
Machinery, equipment and other | Minimum | ||
Property, plant and equipment | ||
Estimated useful life | 3 years | |
Machinery, equipment and other | Maximum | ||
Property, plant and equipment | ||
Estimated useful life | 20 years | |
Software | Minimum | ||
Property, plant and equipment | ||
Estimated useful life | 3 years | |
Software | Maximum | ||
Property, plant and equipment | ||
Estimated useful life | 10 years |
New accounting standards (Detai
New accounting standards (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
New accounting standards | |||
Cumulative effect of adopting new accounting standard | $ (483.9) | $ 88.7 | |
Deferred income tax liabilities | 913 | 723.9 | |
Allowances on accounts receivable | 26.4 | $ 26.2 | |
Operating lease liabilities | 112.7 | ||
New lease standard | |||
New accounting standards | |||
Operating lease assets | $ 155 | ||
Operating lease liabilities | 162.5 | ||
Cumulative effect adjustment | New credit losses standard | |||
New accounting standards | |||
Cumulative effect of adopting new accounting standard | 1.6 | ||
Deferred income tax liabilities | 0.6 | ||
Allowances on accounts receivable | $ 2.2 | ||
Cumulative effect adjustment | New lease standard | |||
New accounting standards | |||
Cumulative effect of adopting new accounting standard | $ 3.1 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) € in Millions, $ in Millions | Nov. 01, 2021USD ($) | Jun. 10, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 10, 2021EUR (€) |
Business acquisition | ||||||||
Cash paid for acquisitions, net of cash acquired | $ 1,079.8 | $ 4,014.1 | $ 0 | $ 0 | ||||
Proceeds from issuance of stock, net of issuance costs | 967 | 0 | 4,235.6 | |||||
Acquisition related costs | 77.8 | $ 0 | $ 1.7 | |||||
Masterflex | ||||||||
Business acquisition | ||||||||
Cash paid for acquisitions, net of cash acquired | $ 2,845.3 | |||||||
Proceeds from issuance of stock, net of issuance costs | 1,000 | |||||||
Revenue of acquiree since acquisition date, actual | $ 40.6 | |||||||
Masterflex | Senior Secured Term Loan Facility | Secured Debt | ||||||||
Business acquisition | ||||||||
Debt issued in connection with acquisition | 900 | |||||||
Masterflex | Senior Notes, 3.875% | Notes | ||||||||
Business acquisition | ||||||||
Debt issued in connection with acquisition | $ 800 | |||||||
Interest rate, stated percentage | 3.875% | |||||||
Ritter GmbH | ||||||||
Business acquisition | ||||||||
Cash paid for acquisitions, net of cash acquired | 1,079.8 | |||||||
Preliminary fair value of acquisition contingent consideration | $ 6.1 | |||||||
Contingent consideration maximum potential payout amount | € | € 300 | |||||||
Revenue of acquiree since acquisition date, actual | $ 108.3 | |||||||
Business Acquisition, Contingent Consideration, Liability, Payout Period | 3 years | |||||||
Ritter GmbH | Senior Secured Term Loan Facility | Secured Debt | ||||||||
Business acquisition | ||||||||
Debt issued in connection with acquisition | $ 1,134.6 | |||||||
RIM Bio | ||||||||
Business acquisition | ||||||||
Acquisition related costs | $ 77.8 |
Business Combinations - Fair va
Business Combinations - Fair value of Net assets acquired (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Nov. 01, 2021 | Jun. 10, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business acquisition | |||||
Goodwill | $ 5,341.1 | $ 2,860.2 | $ 2,769.4 | ||
Masterflex | |||||
Business acquisition | |||||
Inventory | $ 31.7 | ||||
Property, plant and equipment | 10.1 | ||||
Other intangible assets | 1,231.5 | ||||
Goodwill | 1,742.6 | ||||
Other assets and liabilities | (31.6) | ||||
Deferred income taxes, net | (139) | ||||
Total | $ 2,845.3 | ||||
Ritter GmbH | |||||
Business acquisition | |||||
Accounts receivable | $ 33.7 | ||||
Inventory | 30 | ||||
Property, plant and equipment | 141.2 | ||||
Other intangible assets | 220 | ||||
Goodwill | 807 | ||||
Other assets and liabilities | (0.2) | ||||
Accounts payable | (21.5) | ||||
Accrued expenses | (37.2) | ||||
Debt | (20.4) | ||||
Deferred income taxes, net | (66.7) | ||||
Total | $ 1,085.9 |
Business Combinations - Finite-
Business Combinations - Finite-Lived and Indefinite-Lived Intangible Assets Acquired (Details) - USD ($) | Nov. 01, 2021 | Jun. 10, 2021 |
Masterflex | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value | $ 1,231,500,000 | |
Masterflex | Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value | $ 236,700,000 | |
Weighted average estimated life | 22 years 6 months | |
Masterflex | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value | $ 736,900,000 | |
Weighted average estimated life | 15 years | |
Masterflex | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value | $ 257,900,000 | |
Weighted average estimated life | 11 years | |
Ritter GmbH | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value | $ 220 | |
Ritter GmbH | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value | $ 125 | |
Weighted average estimated life | 18 years | |
Ritter GmbH | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value | $ 95 | |
Weighted average estimated life | 7 years |
Business Combinations - Prelimi
Business Combinations - Preliminary purchase consideration (Details) - USD ($) $ in Millions | Jun. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business acquisition | ||||
Cash paid for acquisitions, net of cash acquired | $ 1,079.8 | $ 4,014.1 | $ 0 | $ 0 |
Ritter GmbH | ||||
Business acquisition | ||||
Cash paid at closing | 1,084.5 | |||
Cash acquired | (4.7) | |||
Cash paid for acquisitions, net of cash acquired | 1,079.8 | |||
Preliminary fair value of acquisition contingent consideration | 6.1 | |||
Preliminary purchase price | $ 1,085.9 |
Business Combinations and Asset
Business Combinations and Asset Acquisitions - Pro Forma Information (Details) - RIM Bio - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 7,699.2 | $ 6,716.5 |
Net income (loss) available to common stockholders | $ 609.3 | $ (29.9) |
Earnings or loss per share - re
Earnings or loss per share - reconciliation (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings (numerator) | |||
Net Income (Loss) Available to Common Stockholders, Basic | $ 508 | $ 52 | $ (335.1) |
Diluted | $ 508 | $ 52 | |
Weighted average shares outstanding (denominator) | |||
Basic | 590.5 | 576.3 | 401.2 |
Dilutive effect of stock-based awards | 9.1 | 7.1 | |
Diluted | 599.6 | 583.4 | 401.2 |
Earnings (loss) per share: | |||
Basic | $ 0.86 | $ 0.09 | $ (0.84) |
Diluted | $ 0.85 | $ 0.09 | $ (0.84) |
Earnings or loss per share - an
Earnings or loss per share - antidilutive securities (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Accumulation of yield on preferred stock | $ 64.6 | $ 64.6 | $ 152.5 |
Antidilutive securities excluded | 90.1 | ||
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded | 23 | ||
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded | 4.2 | ||
MCPS | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Accumulation of yield on preferred stock | $ 64.6 | ||
Antidilutive securities excluded | 62.9 | 62.9 |
Risk and uncertainties (Details
Risk and uncertainties (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Employees in North America | Unions concentration risk | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 6.00% |
Segment financial information -
Segment financial information - reportable segments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Information by reportable segment | |||
Net sales | $ 7,386.1 | $ 6,393.6 | $ 6,040.3 |
Restructuring and severance charges4 | 1,458.6 | 1,141.6 | 1,031.2 |
Capital expenditures | 111.1 | 61.6 | 51.6 |
Depreciation and amortization | 379.2 | 395.4 | 398.9 |
Corporate | |||
Information by reportable segment | |||
Net sales | 0 | 0 | 0 |
Restructuring and severance charges4 | (172.2) | (138.4) | (109.8) |
Americas | |||
Information by reportable segment | |||
Net sales | 4,237.4 | 3,731.5 | 3,584.8 |
Restructuring and severance charges4 | 978.4 | 802.4 | 703.5 |
Capital expenditures | 75 | 36 | 32.8 |
Depreciation and amortization | 232.3 | 245.8 | 249.7 |
Europe | |||
Information by reportable segment | |||
Net sales | 2,677.3 | 2,286.7 | 2,102 |
Restructuring and severance charges4 | 538.5 | 397.8 | 356.2 |
Capital expenditures | 33.3 | 22.2 | 12.7 |
Depreciation and amortization | 140.9 | 139.8 | 141 |
AMEA | |||
Information by reportable segment | |||
Net sales | 471.4 | 375.4 | 353.5 |
Restructuring and severance charges4 | 113.9 | 79.8 | 81.3 |
Capital expenditures | 2.8 | 3.4 | 6.1 |
Depreciation and amortization | $ 6 | $ 9.8 | $ 8.2 |
Segment financial information_2
Segment financial information - reconciliation of segment profitability measure (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Management EBITDA from net loss | |||
Net income | $ 572.6 | $ 116.6 | $ 37.8 |
Interest expense | 217.4 | 307.6 | 440 |
Income tax expense (benefit) | 180.4 | (54.3) | 2.8 |
Depreciation and amortization | 379.2 | 395.4 | 398.9 |
Net foreign currency (loss) gain from financing activities | 1.3 | (0.7) | 1.9 |
Net foreign currency loss (gain) from financing activities | 3 | 1.3 | 36.8 |
Acquisition related costs | 77.8 | 0 | 1.7 |
Other stock-based compensation expense | 5.3 | 11.8 | 24.3 |
Disgorgement Penalty | (13) | ||
Loss on extinguishment of debt | 12.4 | 346.8 | 73.7 |
Integration-related expenses2 | 15.9 | 17.1 | 24 |
Purchase accounting adjustments | 6.3 | 0 | (10.7) |
Restructuring and severance charges4 | $ 1,458.6 | $ 1,141.6 | $ 1,031.2 |
Segment financial information_3
Segment financial information - product lines (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation by product line | |||
Net sales | $ 7,386.1 | $ 6,393.6 | $ 6,040.3 |
Proprietary materials & consumables | |||
Disaggregation by product line | |||
Net sales | 2,548.2 | 2,043.6 | 1,765.4 |
Third party materials & consumables | |||
Disaggregation by product line | |||
Net sales | 2,906.3 | 2,671.8 | 2,583.6 |
Services & specialty procurement | |||
Disaggregation by product line | |||
Net sales | 922.6 | 817.5 | 778.9 |
Equipment & instrumentation | |||
Disaggregation by product line | |||
Net sales | $ 1,009 | $ 860.7 | $ 912.4 |
Segment financial information_4
Segment financial information - geographic areas (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Information by geographic area | |||
Net sales | $ 7,386.1 | $ 6,393.6 | $ 6,040.3 |
Property, plant and equipment, net | 705.5 | 549.9 | |
United States | |||
Information by geographic area | |||
Net sales | 3,931.7 | 3,493.7 | 3,330.9 |
Property, plant and equipment, net | 383.7 | 352.4 | |
Germany | |||
Information by geographic area | |||
Net sales | 561.7 | 511.4 | 464.4 |
Property, plant and equipment, net | 158.5 | 20.3 | |
Other countries in Europe | |||
Information by geographic area | |||
Net sales | 2,115.6 | 1,775.3 | 1,637.6 |
Property, plant and equipment, net | 107.1 | 117.1 | |
All other countries | |||
Information by geographic area | |||
Net sales | 777.1 | 613.2 | $ 607.4 |
Property, plant and equipment, net | $ 56.2 | $ 60.1 |
Supplemental disclosures of c_3
Supplemental disclosures of cash flow information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Components and classification of cash, restricted cash and equivalents | ||||
Cash and cash equivalents | $ 301.7 | $ 286.6 | ||
Restricted cash classified as other assets | 25.4 | 2.6 | ||
Total | 327.1 | 289.2 | $ 189.3 | $ 187.7 |
Cash flows from operating activities: | ||||
Cash paid for income taxes, net | 144.7 | 42.7 | 112.3 | |
Cash paid for interest, excluding financing leases | 187 | 317.8 | 405.5 | |
Cash paid under operating leases | 43.6 | 42.3 | 44.1 | |
Cash paid for interest on finance leases | 5.1 | 5.3 | 4.9 | |
Cash flows from financing activities: | ||||
Cash paid under finance leases | 4.7 | 4.3 | 5.5 | |
Classification of contingent consideration payments | ||||
Operating activities, other reconciling adjustments | 0 | 0 | 0 | |
Financing activities | 0 | 0 | 4.6 | |
Total | $ 0 | $ 0 | $ 4.6 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Components of inventory | ||
Merchandise inventory | $ 562.9 | $ 463 |
Finished goods | 102.6 | 115.9 |
Raw materials | 156.1 | 123.2 |
Work in process | 50.4 | 37.5 |
Total | $ 872 | $ 739.6 |
Inventory under the LIFO method: | ||
Percentage of total inventory | 23.00% | 29.00% |
Excess of current cost over carrying value | $ 24.9 | $ 19 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, plant and equipment | |||
Property, plant and equipment, gross | $ 1,150.7 | $ 938.2 | |
Accumulated depreciation | (445.2) | (388.3) | |
Property, plant and equipment, net | 705.5 | 549.9 | |
Depreciation | 88.4 | 87.9 | $ 86.6 |
Buildings and related improvements | |||
Property, plant and equipment | |||
Property, plant and equipment, gross | 384.3 | 359.2 | |
Machinery, equipment and other | |||
Property, plant and equipment | |||
Property, plant and equipment, gross | 479.5 | 376.3 | |
Software | |||
Property, plant and equipment | |||
Property, plant and equipment, gross | 122.3 | 106.7 | |
Land | |||
Property, plant and equipment | |||
Property, plant and equipment, gross | 67.7 | 47.1 | |
Assets not yet placed into service | |||
Property, plant and equipment | |||
Property, plant and equipment, gross | $ 96.9 | $ 48.9 |
Goodwill and other intangible_3
Goodwill and other intangible assets - goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes to goodwill | ||
Beginning balance, net | $ 2,860.2 | $ 2,769.4 |
Currency translation | (127.2) | 89.5 |
Additions | 2,608.1 | 1.3 |
Ending balance, net | 5,341.1 | 2,860.2 |
Accumulated impairment of goodwill | ||
Ending balance, net | 5,341.1 | 2,860.2 |
Accumulated impairment losses | 38.8 | 38.8 |
Ending balance, gross | 5,379.9 | 2,899 |
Americas | ||
Changes to goodwill | ||
Beginning balance, net | 1,611.6 | 1,609.6 |
Currency translation | 0.8 | 2 |
Additions | 1,799 | 0 |
Ending balance, net | 3,411.4 | 1,611.6 |
Accumulated impairment of goodwill | ||
Ending balance, net | 3,411.4 | 1,611.6 |
Accumulated impairment losses | 21 | 21 |
Ending balance, gross | 3,432.4 | 1,632.6 |
Europe | ||
Changes to goodwill | ||
Beginning balance, net | 1,218.5 | 1,130.1 |
Currency translation | (127.6) | 87.1 |
Additions | 807 | 1.3 |
Ending balance, net | 1,897.9 | 1,218.5 |
Accumulated impairment of goodwill | ||
Ending balance, net | 1,897.9 | 1,218.5 |
Accumulated impairment losses | 6.7 | 6.7 |
Ending balance, gross | 1,904.6 | 1,225.2 |
AMEA | ||
Changes to goodwill | ||
Beginning balance, net | 30.1 | 29.7 |
Currency translation | (0.4) | 0.4 |
Additions | 2.1 | 0 |
Ending balance, net | 31.8 | 30.1 |
Accumulated impairment of goodwill | ||
Ending balance, net | 31.8 | 30.1 |
Accumulated impairment losses | 11.1 | 11.1 |
Ending balance, gross | $ 42.9 | $ 41.2 |
Goodwill and other intangible_4
Goodwill and other intangible assets - intangible assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-lived intangible assets | |||
Gross value | $ 6,520.8 | $ 5,162.7 | |
Accumulated amortization | 1,472.8 | 1,206.2 | |
Carrying value | 5,048 | 3,956.5 | |
Indefinite-lived | 92.3 | 92.3 | |
Total | 5,140.3 | 4,048.8 | |
Amortization | 290.8 | 307.5 | $ 312.3 |
Customer relationships | |||
Finite-lived intangible assets | |||
Gross value | 5,474.2 | 4,701.6 | |
Accumulated amortization | 1,121.6 | 894.9 | |
Carrying value | 4,352.6 | 3,806.7 | |
Trade names | |||
Finite-lived intangible assets | |||
Gross value | 505.1 | 275.7 | |
Accumulated amortization | 194.1 | 184.3 | |
Carrying value | 311 | 91.4 | |
Other | |||
Finite-lived intangible assets | |||
Gross value | 541.5 | 185.4 | |
Accumulated amortization | 157.1 | 127 | |
Carrying value | $ 384.4 | $ 58.4 |
Goodwill and other intangible_5
Goodwill and other intangible assets - estimated future amortization (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Estimated future amortization | ||
2022 | $ 364.2 | |
2023 | 351.9 | |
2024 | 351.9 | |
2025 | 350.6 | |
2026 | 349.3 | |
Thereafter | 3,280.1 | |
Carrying value | $ 5,048 | $ 3,956.5 |
Restructuring and severance - c
Restructuring and severance - charges (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Expenses | $ 5.3 | $ 11.8 | $ 24.3 |
Expenses incurred | 9.6 | ||
2017 restructuring program | |||
Restructuring Cost and Reserve [Line Items] | |||
Expenses | 0 | 11 | 23 |
Expenses incurred | 129.8 | ||
Other | |||
Restructuring Cost and Reserve [Line Items] | |||
Expenses | $ 5.3 | $ 0.8 | $ 1.3 |
Restructuring and severance -_2
Restructuring and severance - charges incurred (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Incurred to date and expected charges | |||
Other stock-based compensation expense | $ 5.3 | $ 11.8 | $ 24.3 |
Expenses incurred | 9.6 | ||
2017 restructuring program | |||
Incurred to date and expected charges | |||
Other stock-based compensation expense | 0 | 11 | 23 |
Expenses incurred | 129.8 | ||
2017 restructuring program | Corporate | |||
Incurred to date and expected charges | |||
Other stock-based compensation expense | 0 | 1.1 | |
Expenses incurred | 14.9 | ||
2017 restructuring program | Americas | |||
Incurred to date and expected charges | |||
Other stock-based compensation expense | 1.1 | 12.1 | |
Expenses incurred | 53.8 | ||
2017 restructuring program | Europe | |||
Incurred to date and expected charges | |||
Other stock-based compensation expense | 9.9 | 9.8 | |
Expenses incurred | 60.3 | ||
2017 restructuring program | AMEA | |||
Incurred to date and expected charges | |||
Other stock-based compensation expense | 0 | 0 | |
Expenses incurred | 0.8 | ||
2017 restructuring program | Employee severance and related | |||
Incurred to date and expected charges | |||
Other stock-based compensation expense | 0 | 10.7 | 11.7 |
Expenses incurred | 88.6 | ||
2017 restructuring program | Facility closure | |||
Incurred to date and expected charges | |||
Other stock-based compensation expense | 0.3 | 0.9 | |
Expenses incurred | 2.4 | ||
2017 restructuring program | Other | |||
Incurred to date and expected charges | |||
Other stock-based compensation expense | 0 | $ 10.4 | |
Expenses incurred | $ 38.8 | ||
2017 restructuring program | Other | Write-down of finite-lived intangible assets | |||
Incurred to date and expected charges | |||
Other stock-based compensation expense | $ 10 |
Restructuring and severance - a
Restructuring and severance - accrued charges (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes to accrued charges | |||
Expenses | $ 5.3 | $ 11.8 | $ 24.3 |
2017 restructuring program | |||
Changes to accrued charges | |||
Expenses | 0 | 11 | 23 |
2017 restructuring program | Employee severance and related | |||
Changes to accrued charges | |||
Beginning balance | 12.4 | 15.8 | 33.6 |
Expenses | 0 | 10.7 | 11.7 |
Cash payments | (7.6) | (15.1) | (29.1) |
Currency translation | (0.7) | 1 | (0.4) |
Ending balance | $ 4.1 | $ 12.4 | $ 15.8 |
Commitments and contingencies (
Commitments and contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Mallinckrodt indemnification | |
Commitments and contingencies | |
Cash held in escrow | $ 30 |
Mallinckrodt indemnification | Minimum | |
Commitments and contingencies | |
Settlement amount awarded | $ 12 |
Mallinckrodt indemnification | First $40 million of environmental costs | |
Commitments and contingencies | |
Percent indemnified | 80.00% |
Mallinckrodt indemnification | First $40 million of environmental costs | Maximum | |
Commitments and contingencies | |
Estimate of possible loss | $ 40 |
Mallinckrodt indemnification | $40 million to $80 million of environmental costs | |
Commitments and contingencies | |
Percent indemnified | 50.00% |
Mallinckrodt indemnification | $40 million to $80 million of environmental costs | Maximum | |
Commitments and contingencies | |
Estimate of possible loss | $ 40 |
Mallinckrodt indemnification | $80 million to $110 million of environmental costs | |
Commitments and contingencies | |
Percent indemnified | 100.00% |
Mallinckrodt indemnification | $80 million to $110 million of environmental costs | Maximum | |
Commitments and contingencies | |
Estimate of possible loss | $ 30 |
Environmental remediation | Phillipsburg, New Jersey | |
Commitments and contingencies | |
Accrued environmental loss | 3.5 |
Accrued environmental loss, gross | $ 4.2 |
Environmental remediation | Phillipsburg, New Jersey | Minimum | |
Commitments and contingencies | |
Accrued environmental loss, discount rate | 0.30% |
Environmental remediation | Phillipsburg, New Jersey | Maximum | |
Commitments and contingencies | |
Accrued environmental loss, discount rate | 2.00% |
Environmental remediation | Gliwice, Poland | |
Commitments and contingencies | |
Accrued environmental loss | $ 2.7 |
Debt - components (Details)
Debt - components (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 01, 2021 | |
Information about debt | ||||
Gross amount | $ 7,113.2 | $ 4,972.2 | ||
Less: unamortized deferred financing costs | (90) | (78.3) | ||
Debt | 7,023.2 | 4,893.9 | ||
Current portion of debt | 45.2 | 26.4 | ||
Debt, net of current portion | 6,978 | 4,867.5 | ||
Mandatory future repayments of debt principal | ||||
2022 | 45.2 | |||
2023 | 44.9 | |||
2024 | 385.3 | |||
2025 | 776.3 | |||
2026 | 385.8 | |||
Thereafter | 5,475.7 | |||
Debt, gross | 7,113.2 | 4,972.2 | ||
Information about credit facilities | ||||
Capacity | 815 | |||
Undrawn letters of credit outstanding | (9.8) | |||
Outstanding borrowings | 0 | |||
Unused availability | 805.2 | |||
Loss on extinguishment of debt | (12.4) | (346.8) | $ (73.7) | |
Amortization of deferred financing costs | 16.3 | 23.4 | $ 33.5 | |
Deferred debt issuance cost, gross | $ 22.5 | |||
Debt | 14. Debt The following table presents information about our debt: (dollars in millions) December 31, 2021 December 31, 2020 Interest terms Rate Amount Receivables facility LIBOR plus 0.90% 1.00 % $ — $ — Senior secured credit facilities: Euro term loans EURIBOR plus 2.25% 2.25 % 133.9 344.8 Euro term loans EURIBOR plus 2.00% 2.00 % 367.9 — Euro term loans EURIBOR plus 2.50% 2.50 % 684.9 — U.S. dollar term loans LIBOR plus 2.00% 2.50 % 229.3 546.7 U.S. dollar term loans LIBOR plus 2.25% 2.75 % 2,063.9 1,175.0 2.625% secured notes fixed rate 2.625 % 739.6 795.0 3.875% unsecured notes fixed rate 3.875 % 800.0 — 3.875% unsecured notes fixed rate 3.875 % 455.1 489.2 4.625 % unsecured notes fixed rate 4.625 % 1,550.0 1,550.0 Finance lease liabilities 71.2 71.5 Other 17.4 — Total debt, gross 7,113.2 4,972.2 Less: unamortized deferred financing costs (90.0) (78.3) Total debt $ 7,023.2 $ 4,893.9 Classification on balance sheets: Current portion of debt $ 45.2 $ 26.4 Debt, net of current portion 6,978.0 4,867.5 The following table presents mandatory future repayments of debt principal: (in millions) December 31, 2021 2022 $ 45.2 2023 44.9 2024 385.3 2025 776.3 2026 385.8 Thereafter 5,475.7 Total debt, gross $ 7,113.2 Credit facilities The following table presents availability under our credit facilities: (in millions) December 31, 2021 Receivables facility Revolving credit facility Total Capacity $ 300.0 $ 515.0 $ 815.0 Undrawn letters of credit outstanding (9.8) — (9.8) Outstanding borrowings — — — Unused availability $ 290.2 $ 515.0 $ 805.2 Current availability under the receivables facility depends upon maintaining a sufficient borrowing base of eligible accounts receivable. At December 31, 2021, $504.9 million of accounts receivable were available as collateral under the facility. Receivables facility The receivables facility is with a commercial bank, functions like a line of credit and matures on March 27, 2023. Borrowings are secured by accounts receivable which are sold by certain of our domestic subsidiaries to a special-purpose consolidated subsidiary. As a result, those receivables are not available to satisfy the claims of other creditors. We bear the risk of collection on those receivables and account for the receivables facility as a secured borrowing. The receivables facility includes representations and covenants that we consider usual and customary, including a financial covenant. That covenant becomes applicable for periods in which we have drawn more than 35% of our revolving credit facility under the senior secured credit facilities. When applicable, we may not have total borrowings in excess of a pro forma net leverage ratio, as defined. This covenant was not applicable at December 31, 2021. Senior secured credit facilities On December 31, 2021, the senior secured credit facilities consist of a $515.0 million revolving credit facility that matures on July 14, 2025, a $133.9 million term loan facility and a $229.3 million term loan facility that mature on November 21, 2024, a $2,063.9 million term loan facility that matures on November 8, 2027, a $367.9 million term loan facility that matures on June 9, 2026 and a $684.9 million term loan facility that matures on June 9, 2028. The revolving credit facility allows us to issue letters of credit and also to issue short term notes. Borrowings under the facilities are guaranteed by substantially all of our domestic subsidiaries and secured by substantially all of their assets except for the accounts receivable that secure the receivables facility. On July 7, 2021, we amended our U.S. Dollar terms loans under our senior secured credit facilities. The amendment reduced the LIBOR floor in our interest calculation from 1.00% to 0.50%. The costs to complete the amendment were not material. On June 10, 2021, in connection with the acquisition of Ritter GmbH, we issued $396.5 million and $738.1 million of term loans that mature on June 9, 2026 and June 9, 2028, respectively. The debt bears interest at variable rates, and the interest rates for each respective instrument at December 31, 2021 are presented in the table above. We capitalized issuance costs of $22.5 million related to these term loans. The senior secured credit facilities bear interest at variable rates. The margin on the revolving credit facility declines if certain net leverage ratios are achieved. Various other immaterial fees are payable under the facilities. On October 26, 2021, in connection with the acquisition of Masterflex, we issued $800.0 million aggregate principal amount of 3.875% senior unsecured notes. The notes are due on November 1, 2029, with interest payable semi-annually on May 1 and November 1 of each year. We capitalized issuance costs of $10.0 million related to these notes. On November 1, 2021, in connection with the acquisition of Masterflex, we amended our senior secured credit facilities and issued $900.0 million of incremental U.S. Dollar term loans at Libor plus 2.25%. We incurred $19.9 million of issuance costs, of which $8.0 million were capitalized and $11.9 million were expensed, as these costs related to the portion of the issuance that was deemed to be a modification of the original debt. We are required to make additional prepayments if: (i) we generate excess cash flows, as defined, at specified percentages that decline if certain net leverage ratios are achieved; or (ii) we receive cash proceeds from certain types of asset sales or debt issuances. No additional required prepayments have become due since the inception of the credit facilities. We may also prepay the term loans at our option. In 2021 and 2020, we made optional prepayments of $190.0 million and $76.4 million, respectively, of Euro term loans and $312.7 million and $123.7 million, respectively, of U.S. dollar term loans. In connection with the 2021 and 2020 optional prepayments, we recorded losses on extinguishment of debt of $12.4 million and $5.7 million, respectively, for the proportional write-off of the related unamortized deferred financing costs. The senior secured credit facilities contain certain other customary covenants, including a financial covenant. That covenant becomes applicable in periods when we have drawn more than 35% of our revolving credit facility. When applicable, we may not have total borrowings in excess of a pro forma net leverage ratio, as defined. This covenant was not applicable at December 31, 2021. | |||
Masterflex | ||||
Information about credit facilities | ||||
Deferred debt issuance cost, gross | $ 19.9 | |||
Secured Debt | ||||
Information about debt | ||||
Interest rate margin | 0.90% | |||
Interest rate | 1.00% | |||
Gross amount | $ 0 | 0 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | 0 | 0 | ||
Information about credit facilities | ||||
Capacity | 300 | |||
Undrawn letters of credit outstanding | (9.8) | |||
Outstanding borrowings | 0 | |||
Unused availability | 290.2 | |||
Amount pledged as collateral | 504.9 | |||
Senior secured credit facilities: | Revolving credit facility | ||||
Information about credit facilities | ||||
Capacity | 515 | |||
Undrawn letters of credit outstanding | 0 | |||
Outstanding borrowings | 0 | |||
Unused availability | 515 | |||
Senior secured credit facilities: | Term loans | ||||
Information about credit facilities | ||||
Loss on extinguishment of debt | $ (12.4) | (5.7) | ||
Senior secured credit facilities: | Medium-term Notes, 2.50% | Euro | ||||
Information about debt | ||||
Interest rate margin | 2.50% | |||
Interest rate | 2.50% | |||
Gross amount | $ 684.9 | 0 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | $ 684.9 | 0 | ||
Senior secured credit facilities: | Medium-term Notes, 2.50% | U.S. dollars | ||||
Information about debt | ||||
Interest rate | 2.75% | |||
Gross amount | $ 2,063.9 | 1,175 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | $ 2,063.9 | 1,175 | ||
Senior secured credit facilities: | Medium-term Notes, 2.50% | U.S. dollars | Masterflex | ||||
Information about debt | ||||
Interest rate margin | 2.25% | |||
Senior secured credit facilities: | Medium-term Notes, 2.25% | Euro | ||||
Information about debt | ||||
Interest rate margin | 2.25% | |||
Interest rate | 2.25% | |||
Gross amount | $ 133.9 | 344.8 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | $ 133.9 | 344.8 | ||
Senior secured credit facilities: | Medium-term Notes, 2.25% | U.S. dollars | ||||
Information about debt | ||||
Interest rate margin | 2.00% | |||
Interest rate | 2.50% | |||
Gross amount | $ 229.3 | 546.7 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | $ 229.3 | 546.7 | ||
Senior secured credit facilities: | Medium-term Notes, 2.00% | Euro | ||||
Information about debt | ||||
Interest rate margin | 2.00% | |||
Interest rate | 2.00% | |||
Gross amount | $ 367.9 | 0 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | $ 367.9 | 0 | ||
Notes | 9% unsecured | Masterflex | ||||
Information about credit facilities | ||||
Deferred debt issuance cost, gross | $ 8 | |||
Notes | 3.875% unsecured notes | ||||
Information about debt | ||||
Interest rate | 3.875% | |||
Gross amount | $ 800 | 0 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | $ 800 | 0 | ||
Notes | 4.625% unsecured notes | ||||
Information about debt | ||||
Interest rate | 4.625% | |||
Gross amount | $ 1,550 | 1,550 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | $ 1,550 | 1,550 | ||
Notes | 2.625% secured notes | ||||
Information about debt | ||||
Interest rate | 2.625% | |||
Gross amount | $ 739.6 | 795 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | $ 739.6 | 795 | ||
Notes | Senior unsecured Notes, 3.875%, Instrument 2 | ||||
Information about debt | ||||
Interest rate | 3.875% | |||
Finance lease liabilities | ||||
Information about debt | ||||
Gross amount | $ 71.2 | 71.5 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | 71.2 | 71.5 | ||
Other | ||||
Information about debt | ||||
Gross amount | 17.4 | 0 | ||
Mandatory future repayments of debt principal | ||||
Debt, gross | $ 17.4 | $ 0 |
Debt - other information (Detai
Debt - other information (Details) € in Millions, $ in Millions | Jul. 17, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | Nov. 01, 2021USD ($) | Jul. 07, 2021 | Jun. 10, 2021USD ($) | Nov. 06, 2020USD ($) | Jul. 14, 2020USD ($) |
Information about debt | ||||||||||
Debt repayments | $ 533.9 | $ 4,361.5 | $ 1,878.6 | |||||||
Loss on extinguishment of debt | 12.4 | 346.8 | 73.7 | |||||||
Amortization of deferred financing costs | $ 16.3 | 23.4 | $ 33.5 | |||||||
3.875% Due November 21, 2024, Instrument 2 | Ritter GmbH | ||||||||||
Information about debt | ||||||||||
Face amount | $ 738.1 | |||||||||
Medium Term Loan, Due June 9, 2026 | Ritter GmbH | ||||||||||
Information about debt | ||||||||||
Face amount | $ 396.5 | |||||||||
Secured Debt | ||||||||||
Information about debt | ||||||||||
Interest rate | 1.00% | 1.00% | ||||||||
Senior secured credit facilities: | Revolving credit facility | ||||||||||
Information about debt | ||||||||||
Maximum availability | $ 515 | |||||||||
Senior secured credit facilities: | Term loans | ||||||||||
Information about debt | ||||||||||
Loss on extinguishment of debt | $ 12.4 | 5.7 | ||||||||
Senior secured credit facilities: | Term loans | U.S. dollars | ||||||||||
Information about debt | ||||||||||
Debt repayments | $ 312.7 | 123.7 | ||||||||
Senior secured credit facilities: | Term loans | U.S. dollars | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||
Information about debt | ||||||||||
Interest rate, stated percentage | 1.00% | 1.00% | 0.50% | |||||||
Senior secured credit facilities: | Term loans | Euro | ||||||||||
Information about debt | ||||||||||
Debt repayments | $ 190 | $ 76.4 | ||||||||
Senior secured credit facilities: | 3.875%, Due November 21, 2024, Instrument 1 | Euro | ||||||||||
Information about debt | ||||||||||
Face amount | € | € 133.9 | |||||||||
Senior secured credit facilities: | 3.875% Due November 21, 2024, Instrument 2 | U.S. dollars | ||||||||||
Information about debt | ||||||||||
Face amount | 229.3 | |||||||||
Senior secured credit facilities: | Medium Term Loan, Due November 8, 2027 | U.S. dollars | ||||||||||
Information about debt | ||||||||||
Face amount | $ 2,063.9 | |||||||||
Senior secured credit facilities: | Medium Term Loan, Due June 9, 2026 | U.S. dollars | ||||||||||
Information about debt | ||||||||||
Face amount | 367.9 | |||||||||
Senior secured credit facilities: | Medium Term Loan, Due June 9, 2028 | U.S. dollars | ||||||||||
Information about debt | ||||||||||
Face amount | 684.9 | |||||||||
Notes | ||||||||||
Information about debt | ||||||||||
Proceeds from debt, net of issuance costs | $ 800 | |||||||||
Notes | Masterflex | ||||||||||
Information about debt | ||||||||||
Debt issuance costs, current, net | $ 900 | |||||||||
Notes | 9% unsecured | ||||||||||
Information about debt | ||||||||||
Amortization of debt premium | $ 10 | |||||||||
Notes | 9% unsecured | Masterflex | ||||||||||
Information about debt | ||||||||||
Payments of Debt Issuance Costs | $ 11.9 | |||||||||
Notes | 4.625% unsecured notes | ||||||||||
Information about debt | ||||||||||
Interest rate | 4.625% | 4.625% | ||||||||
Notes | 3.875% unsecured notes | ||||||||||
Information about debt | ||||||||||
Interest rate | 3.875% | 3.875% | ||||||||
Notes | 2.625% secured notes | ||||||||||
Information about debt | ||||||||||
Interest rate | 2.625% | 2.625% |
Equity - rollforwards of redeem
Equity - rollforwards of redeemable equity (Details) shares in Thousands, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Number of shares | |
Adjustment to redemption value | shares | 200 |
Redemption | shares | (2,600) |
Conversion | shares | (1,700) |
Change in equity | |
Adjustment to redemption value | $ | $ 220.4 |
Redemption | $ | (2,630.9) |
Conversion | $ | $ (1,562) |
Series A preferred stock | |
Number of shares | |
Beginning balance | shares | 2,300 |
Accumulation of yield | shares | 100 |
Ending balance | shares | 0 |
Change in equity | |
Beginning balance | $ | $ 2,297.3 |
Accumulation of yield | $ | 113.2 |
Ending balance | $ | $ 0 |
Junior convertible preferred stock | |
Number of shares | |
Beginning balance | shares | 1,700 |
Ending balance | shares | 0 |
Change in equity | |
Beginning balance | $ | $ 1,562 |
Ending balance | $ | $ 0 |
Equity - Avantor, Inc. followin
Equity - Avantor, Inc. following the IPO (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Payments of dividends | $ 64.6 | $ 64.6 | $ 31.3 | |
Stock Issued During Period, Shares, New Issues | 23,810,000 | |||
Price per share (in dollars per share) | $ 42 | |||
Proceeds from sale of stock | $ 967 | |||
Payments of stock issuance costs | $ 33 | |||
MCPS | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 20,700,000 | |||
Payments of stock issuance costs | $ 31.3 | |||
Common stock | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 238,100,000 | |||
Payments of stock issuance costs | $ 100.8 | |||
Avantor, Inc. following the IPO | MCPS | ||||
Class of Stock [Line Items] | ||||
Par value per share | $ 0.01 | |||
Shares authorized | 25,000,000 | |||
Dividend rate | 6.25% | |||
Liquidation preference per share | $ 50 | |||
Accrued cumulative dividends in arrears | $ 8.1 | |||
Payments of dividends | $ 64.6 | |||
Avantor, Inc. following the IPO | MCPS | Minimum | ||||
Class of Stock [Line Items] | ||||
Shares of common stock issued upon conversion per share | 3.0395 | |||
Avantor, Inc. following the IPO | MCPS | Maximum | ||||
Class of Stock [Line Items] | ||||
Shares of common stock issued upon conversion per share | 3.5714 | |||
Avantor, Inc. following the IPO | Common stock | ||||
Class of Stock [Line Items] | ||||
Par value per share | $ 0.01 | |||
Shares authorized | 750,000,000 |
Equity - initial public offerin
Equity - initial public offering and related events (Details) $ / shares in Units, $ in Millions | Sep. 15, 2021USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) |
Proceeds from issuance of equity, net of cost | ||||
Number of shares issued | shares | 23,810,000 | |||
Payments of stock issuance costs | $ 33 | |||
Redemption and conversion of stock | ||||
Amount paid to redeem stock | $ 0 | $ 0 | $ 2,630.9 | |
Common stock | ||||
Proceeds from issuance of equity, net of cost | ||||
Number of shares issued | shares | 238,100,000 | |||
Price per share issued | $ / shares | $ 14 | |||
Proceeds from initial public offering | $ 3,231.9 | |||
Payments of stock issuance costs | $ 100.8 | |||
Stock split ratio | 5 | |||
MCPS | ||||
Proceeds from issuance of equity, net of cost | ||||
Number of shares issued | shares | 20,700,000 | |||
Price per share issued | $ / shares | $ 50 | |||
Proceeds from initial public offering | $ 1,003.7 | |||
Payments of stock issuance costs | 31.3 | |||
Series A preferred stock | ||||
Redemption and conversion of stock | ||||
Amount paid to redeem stock | 2,630.9 | |||
Liquidation preference | 2,410.5 | |||
Redemption premium | $ 220.4 | |||
Junior convertible preferred stock | ||||
Redemption and conversion of stock | ||||
Shares of common stock issued upon conversion | shares | 194,500,000 | |||
Liquidation preference | $ 2,722.5 |
Equity - Avantor, Inc prior to
Equity - Avantor, Inc prior to the IPO (Details) - $ / shares | Sep. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Number of shares issued | 23,810,000 | ||
Series A preferred stock | |||
Class of Stock [Line Items] | |||
Dividend rate | 12.50% | ||
Series A preferred stock | Warrants | |||
Class of Stock [Line Items] | |||
Number of shares issued | 7,000,000 | ||
Exercise price | $ 0.002 | ||
Common stock | |||
Class of Stock [Line Items] | |||
Number of shares issued | 238,100,000 | ||
Avantor, Inc. prior to the IPO | Series A preferred stock | |||
Class of Stock [Line Items] | |||
Par value per share | $ 0.01 | ||
Shares authorized | 25,000,000 | ||
Avantor, Inc. prior to the IPO | Junior convertible preferred stock | |||
Class of Stock [Line Items] | |||
Par value per share | $ 0.01 | ||
Shares authorized | 5,000,000 | ||
Avantor, Inc. prior to the IPO | Undesignated preferred stock | |||
Class of Stock [Line Items] | |||
Par value per share | $ 0.01 | ||
Shares authorized | 10,000,000 | ||
Avantor, Inc. prior to the IPO | Common stock | |||
Class of Stock [Line Items] | |||
Par value per share | $ 0.002 | ||
Shares authorized | 2,675,000,000 | ||
Avantor, Inc. prior to the IPO | Class B stock | |||
Class of Stock [Line Items] | |||
Par value per share | $ 0.01 | ||
Shares authorized | 300,000 |
Accumulated other comprehensi_3
Accumulated other comprehensive income or (loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in AOCI | |||
Beginning balance | $ 21.7 | $ (85.9) | $ (66.5) |
Unrealized (loss) | (56.5) | 99.1 | (23.6) |
Reclassification of (gain) into earnings | 3.6 | (1.1) | (1.5) |
Income tax expense (benefit) | (12) | 9.6 | 5.7 |
Ending balance | (43.2) | 21.7 | (85.9) |
Foreign currency translation | |||
Changes in AOCI | |||
Beginning balance | 51.8 | (62.3) | (59) |
Unrealized (loss) | (62.8) | 106.4 | (3.3) |
Reclassification of (gain) into earnings | 0 | 0 | 0 |
Income tax expense (benefit) | (8.2) | 7.7 | 0 |
Ending balance | (19.2) | 51.8 | (62.3) |
Derivative instruments | |||
Changes in AOCI | |||
Beginning balance | (1) | (0.5) | 1.1 |
Unrealized (loss) | (1.6) | 1 | (1.4) |
Reclassification of (gain) into earnings | 3.5 | (1.7) | (0.9) |
Income tax expense (benefit) | (0.5) | 0.2 | 0.7 |
Ending balance | 0.4 | (1) | (0.5) |
Defined benefit plans | |||
Changes in AOCI | |||
Beginning balance | (29.1) | (23.1) | (8.6) |
Unrealized (loss) | 7.9 | (8.3) | (18.9) |
Reclassification of (gain) into earnings | 0.1 | 0.6 | (0.6) |
Income tax expense (benefit) | (3.3) | 1.7 | 5 |
Ending balance | $ (24.4) | $ (29.1) | $ (23.1) |
Employee benefit plans - change
Employee benefit plans - changes in benefit obligations and plan assets and funded status (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
United States | Pension plans | ||
Benefit obligation: | ||
Beginning balance | $ 246 | $ 228.8 |
Service cost | 3.6 | 3.2 |
Interest cost | 4.4 | 6.3 |
Employee contributions | 0 | 0 |
Actuarial (gain) loss | (7.6) | 24.4 |
Benefits paid | (16.3) | (16.7) |
Settlements and curtailments | 0 | 0 |
Currency translation | 0 | 0 |
Other | 0 | 0 |
Ending balance | 230.1 | 246 |
Fair value of plan assets: | ||
Beginning balance | 286.6 | 256 |
Return (loss) on plan assets | (2.1) | 46.6 |
Employer contributions | 0.7 | 0.7 |
Employee contributions | 0 | 0 |
Benefits paid | (16.3) | (16.7) |
Settlements and curtailments | 0 | 0 |
Currency translation | 0 | 0 |
Other | 0 | 0 |
Ending balance | 268.9 | 286.6 |
Defined benefit plan, funded status of plan | ||
Funded status at end of year | 38.8 | 40.6 |
United States | Medical plans | ||
Benefit obligation: | ||
Beginning balance | 15.3 | 15.5 |
Service cost | 0.2 | 0.2 |
Interest cost | 0.3 | 0.4 |
Employee contributions | 0 | 0 |
Actuarial (gain) loss | (0.5) | (0.4) |
Benefits paid | (0.4) | (0.4) |
Settlements and curtailments | 0 | 0 |
Currency translation | 0 | 0 |
Other | 0 | 0 |
Ending balance | 14.9 | 15.3 |
Fair value of plan assets: | ||
Beginning balance | 0 | 0 |
Return (loss) on plan assets | 0 | 0 |
Employer contributions | 0.4 | 0.4 |
Employee contributions | 0 | 0 |
Benefits paid | (0.4) | (0.4) |
Settlements and curtailments | 0 | 0 |
Currency translation | 0 | 0 |
Other | 0 | 0 |
Ending balance | 0 | 0 |
Defined benefit plan, funded status of plan | ||
Funded status at end of year | (14.9) | (15.3) |
Non-U.S. | Pension plans | ||
Benefit obligation: | ||
Beginning balance | 301.4 | 258.1 |
Service cost | 5.5 | 5 |
Interest cost | 2.6 | 3.4 |
Employee contributions | 1.2 | 1.1 |
Actuarial (gain) loss | (1.7) | 22.9 |
Benefits paid | (3.3) | (4.3) |
Settlements and curtailments | (1.7) | (3.6) |
Currency translation | (11.1) | 18.5 |
Other | (1.3) | 0.3 |
Ending balance | 291.6 | 301.4 |
Fair value of plan assets: | ||
Beginning balance | 167.5 | 147.2 |
Return (loss) on plan assets | 16.9 | 14.5 |
Employer contributions | 5.2 | 5 |
Employee contributions | 1.2 | 1.1 |
Benefits paid | (3.3) | (4.3) |
Settlements and curtailments | (1.7) | (3.6) |
Currency translation | (3) | 7.6 |
Other | 0 | 0 |
Ending balance | 182.8 | 167.5 |
Defined benefit plan, funded status of plan | ||
Funded status at end of year | $ (108.8) | $ (133.9) |
Employee benefit plans - other
Employee benefit plans - other balance sheet information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
United States | Pension plans | ||
Defined benefit plan, additional information | ||
Accumulated benefit obligation | $ 222.1 | $ 238.8 |
Amounts recorded in balance sheet: | ||
Other assets | 49.2 | 51.8 |
Other current liabilities | (0.7) | (0.7) |
Other liabilities | (9.7) | (10.5) |
Funded status | 38.8 | 40.6 |
Components of AOCI, excluding tax effects: | ||
Actuarial (loss) gain | (16.4) | (9.6) |
Prior service gain (loss) | 0 | 0 |
United States | Medical plans | ||
Defined benefit plan, additional information | ||
Accumulated benefit obligation | 14.7 | 15.3 |
Amounts recorded in balance sheet: | ||
Other assets | 0 | 0 |
Other current liabilities | (0.8) | (0.7) |
Other liabilities | (14.1) | (14.6) |
Funded status | (14.9) | (15.3) |
Components of AOCI, excluding tax effects: | ||
Actuarial (loss) gain | 6.8 | 6.8 |
Prior service gain (loss) | 0.2 | 0.4 |
Non-U.S. | Pension plans | ||
Defined benefit plan, additional information | ||
Accumulated benefit obligation | 277.5 | 294.9 |
Amounts recorded in balance sheet: | ||
Other assets | 2.9 | 0 |
Other current liabilities | (2.9) | (2.7) |
Other liabilities | (108.8) | (131.2) |
Funded status | (108.8) | (133.9) |
Components of AOCI, excluding tax effects: | ||
Actuarial (loss) gain | (20.9) | (36.1) |
Prior service gain (loss) | $ 1 | $ (0.3) |
Employee benefit plans - assump
Employee benefit plans - assumptions used (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
United States | Pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 2.80% | 2.50% |
Annual rate of salary increase | 2.50% | 2.50% |
United States | Medical plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 2.80% | 2.40% |
Annual rate of salary increase | 0.00% | 0.00% |
Health care cost trends: | ||
Initial rate | 5.40% | 5.40% |
Ultimate rate | 4.00% | 4.50% |
Year ultimate rate is reached | 2046 | 2037 |
Non-U.S. | Pension plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 1.30% | 1.00% |
Annual rate of salary increase | 1.80% | 1.80% |
Employee benefit plans - future
Employee benefit plans - future benefits expected to be paid (Details) $ in Millions | Dec. 31, 2021USD ($) |
United States | Pension plans | |
Defined benefit plan, expected future benefit payment | |
2022 | $ 14.1 |
2023 | 13.6 |
2024 | 13.2 |
2025 | 13.1 |
2026 | 13.2 |
2027 – 2031 | 65.3 |
United States | Medical plans | |
Defined benefit plan, expected future benefit payment | |
2022 | 0.7 |
2023 | 0.8 |
2024 | 0.9 |
2025 | 0.9 |
2026 | 0.9 |
2027 – 2031 | 5 |
Non-U.S. | Pension plans | |
Defined benefit plan, expected future benefit payment | |
2022 | 8 |
2023 | 8.2 |
2024 | 7.9 |
2025 | 8.7 |
2026 | 9.5 |
2027 – 2031 | $ 50.9 |
Employee benefit plans - alloca
Employee benefit plans - allocation of plan assets (Details) - Pension plans - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
United States | |||
Defined benefit plan, information about plan assets | |||
Plan assets | $ 268.9 | $ 286.6 | $ 256 |
United States | Cash | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 4.2 | 1 | |
United States | Fixed income | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 211.7 | 231.5 | |
United States | Equity | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 53 | 54.1 | |
United States | Level 1 | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 4.2 | 55.1 | |
United States | Level 1 | Cash | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 4.2 | 1 | |
United States | Level 1 | Fixed income | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
United States | Level 1 | Equity | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 54.1 | |
United States | Level 2 | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 264.7 | 231.5 | |
United States | Level 2 | Cash | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
United States | Level 2 | Fixed income | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 211.7 | 231.5 | |
United States | Level 2 | Equity | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 53 | 0 | |
United States | Level 3 | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
United States | Level 3 | Cash | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
United States | Level 3 | Fixed income | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
United States | Level 3 | Equity | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
United States | Fair Value Measured at Net Asset Value Per Share | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
Non-U.S. | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 182.8 | 167.5 | 147.2 |
Non-U.S. | Cash | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 1.4 | 0.4 | |
Non-U.S. | Fixed income | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 93.3 | 39.7 | |
Non-U.S. | Equity | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 19.6 | 36.8 | |
Non-U.S. | Other | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 27.1 | 52.3 | |
Non-U.S. | Insurance contracts | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 41.4 | 38.3 | |
Non-U.S. | Level 1 | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 1.4 | 0.3 | |
Non-U.S. | Level 1 | Cash | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 1.4 | 0.3 | |
Non-U.S. | Level 1 | Fixed income | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
Non-U.S. | Level 1 | Equity | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
Non-U.S. | Level 1 | Other | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
Non-U.S. | Level 1 | Insurance contracts | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
Non-U.S. | Level 2 | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 125.8 | 128.9 | |
Non-U.S. | Level 2 | Cash | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0.1 | |
Non-U.S. | Level 2 | Fixed income | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 93.3 | 39.7 | |
Non-U.S. | Level 2 | Equity | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 19.6 | 36.8 | |
Non-U.S. | Level 2 | Other | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 12.9 | 52.3 | |
Non-U.S. | Level 2 | Insurance contracts | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
Non-U.S. | Level 3 | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 41.4 | 38.3 | $ 33.6 |
Non-U.S. | Level 3 | Cash | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
Non-U.S. | Level 3 | Fixed income | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
Non-U.S. | Level 3 | Equity | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
Non-U.S. | Level 3 | Other | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 0 | 0 | |
Non-U.S. | Level 3 | Insurance contracts | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 41.4 | 38.3 | |
Non-U.S. | Fair Value Measured at Net Asset Value Per Share | |||
Defined benefit plan, information about plan assets | |||
Plan assets | 14.2 | $ 0 | |
Non-U.S. | Fair Value Measured at Net Asset Value Per Share | Other | |||
Defined benefit plan, information about plan assets | |||
Plan assets | $ 14.2 |
Employee benefit plans - chan_2
Employee benefit plans - changes to plan assets using unobservable inputs (Details) - Non-U.S. - Pension plans - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes to plan assets | ||
Beginning balance | $ 167.5 | $ 147.2 |
Currency translation | 11.1 | (18.5) |
Ending balance | 182.8 | 167.5 |
Level 3 | ||
Changes to plan assets | ||
Beginning balance | 38.3 | 33.6 |
Purchases | 9.1 | 3.6 |
Actual returns | 0.5 | 0.5 |
Settlements | (4.8) | (2.6) |
Currency translation | (1.7) | 3.2 |
Ending balance | $ 41.4 | $ 38.3 |
Stock-based compensation - expe
Stock-based compensation - expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other information about options outstanding | |||
Expense | $ 50.7 | $ 44.1 | $ 67.9 |
Remaining expense to be recognized | $ 78 | ||
Weighted average period over which remaining expense will be recognized | 1 year 8 months 12 days | ||
Stock options | |||
Other information about options outstanding | |||
Expense | $ 18.8 | 16.9 | 42.4 |
RSUs | |||
Other information about options outstanding | |||
Expense | 26.8 | 23.8 | 13 |
Optionholder awards | |||
Other information about options outstanding | |||
Expense | 0 | 0.6 | 2.4 |
SARs | |||
Other information about options outstanding | |||
Expense | 0 | 0 | 9 |
Other | |||
Other information about options outstanding | |||
Expense | 5.1 | 2.8 | 1.1 |
Equity | |||
Other information about options outstanding | |||
Expense | 47.7 | 42.2 | 64.4 |
Liability | |||
Other information about options outstanding | |||
Expense | $ 3 | $ 1.9 | $ 3.5 |
Stock-based compensation - stoc
Stock-based compensation - stock option rollforward information (Details) - Common stock including paid-in capital $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of options outstanding | |
Beginning balance | shares | 20 |
Granted | shares | 1.5 |
Exercised | shares | (4.5) |
Forfeited | shares | (0.7) |
Ending balance | shares | 16.3 |
Weighted average exercise price per outstanding option | |
Beginning balance | $ / shares | $ 18.80 |
Granted | $ / shares | 27.91 |
Exercised | $ / shares | 17.97 |
Forfeited | $ / shares | 19.52 |
Ending balance | $ / shares | $ 19.83 |
Other information about options outstanding | |
Aggregate intrinsic value | $ | $ 364.4 |
Weighted average remaining contractual term | 6 years 10 months 24 days |
Information about options expected to vest and exercisable | |
Options expected to vest, number | shares | 6.6 |
Options expected to vest, weighted average exercise price per option | $ / shares | $ 19.83 |
Options expected to vest, aggregate intrinsic value | $ | $ 148.4 |
Options expected to vest, weighted average remaining term | 8 years 1 month 6 days |
Options exercisable, number | shares | 9.7 |
Options exercisable, weighted average exercise price per option | $ / shares | $ 19.82 |
Options exercisable, aggregate intrinsic value | $ | $ 216 |
Options exercisable, weighted average remaining term | 6 years 1 month 6 days |
Stock-based compensation - othe
Stock-based compensation - other information about stock options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted-average information about options granted | |||
Grant date fair value per option | $ 8.63 | $ 5.43 | $ 4.85 |
Expected stock price volatility | 29.00% | 28.00% | 30.00% |
Risk free interest rate | 1.10% | 1.40% | 2.10% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Expected life of options | 6 years 3 months 18 days | 6 years 2 months 12 days | 6 years 3 months 18 days |
Other information about stock options | |||
Fair value of options vested | $ 17.2 | $ 12 | $ 42.4 |
Intrinsic value of options exercised | $ 74.9 | $ 100.8 | $ 5.4 |
Stock-based compensation - non-
Stock-based compensation - non-option award rollforward (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Weighted average grant date fair value per award | |
Forfeited | $ 27,500,000 |
RSUs | |
Number of awards | |
Beginning balance | shares | 4.9 |
Granted | shares | 1.2 |
Vested | shares | (1.1) |
Forfeited | shares | (0.6) |
Ending balance | shares | 4.4 |
Weighted average grant date fair value per award | |
Beginning balance | $ 15.31 |
Granted | 29.77 |
Vested | 15.02 |
Forfeited | 18.30 |
Ending balance | $ 19.52 |
Stock options | |
Weighted average grant date fair value per award | |
Contractual life | 10 years |
Stock options | Minimum | |
Weighted average grant date fair value per award | |
Award vesting period | 3 years |
Stock options | Maximum | |
Weighted average grant date fair value per award | |
Award vesting period | 4 years |
Stock-based compensation - ot_2
Stock-based compensation - other information (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other information about options outstanding | |||
Shares authorized | 23.5 | ||
Shares available for future issuance | 10.9 | ||
Tax benefit of options exercised | $ 30 | $ 32.6 | $ 1.3 |
Stock options | Maximum | |||
Other information about options outstanding | |||
Award vesting period | 4 years | ||
Stock options | Minimum | |||
Other information about options outstanding | |||
Award vesting period | 3 years | ||
Optionholder awards | |||
Other information about options outstanding | |||
Cash paid to settle liability awards | $ 0 | $ 1.2 | $ 4.6 |
Other income or expense, net (D
Other income or expense, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
Net foreign currency (loss) gain from financing activities | $ (1.3) | $ 0.7 | $ (1.9) |
Income related to defined benefit plans | 10.4 | 8.8 | 5.1 |
Other income | 1.5 | ||
Other expense | 0.4 | 0.7 | |
Other income, net | 10.6 | 9.9 | $ 2.5 |
Disgorgement Penalty | $ 13 | ||
Write off of Deferred Debt Issuance Cost | $ 11.9 |
Income taxes - statements of op
Income taxes - statements of operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) before income taxes: | |||
United States | $ 555 | $ (2.6) | $ 26 |
Foreign | 198 | 64.9 | 14.6 |
Income before income taxes | 753 | 62.3 | 40.6 |
Current income tax (expense) benefit | |||
Federal | (74) | 30.4 | (36.6) |
State | (32.3) | (4.8) | (15.3) |
Foreign | (91.8) | (58.8) | (57.6) |
Subtotal | (198.1) | (33.2) | (109.5) |
Deferred income tax (expense) benefit | |||
Federal | (11.6) | 28 | 28.9 |
State | (1.9) | 14.4 | 19.4 |
Foreign | 31.2 | 45.1 | 58.4 |
Subtotal | 17.7 | 87.5 | 106.7 |
Income tax (expense) benefit | $ (180.4) | $ 54.3 | $ (2.8) |
Income taxes - rate reconciliat
Income taxes - rate reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Rate reconciliation | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 753 | $ 62.3 | $ 40.6 |
United States federal corporate rate | 21.00% | 21.00% | 21.00% |
Income tax (expense) at federal corporate rate | $ (158.2) | $ (13.1) | $ (8.5) |
State income taxes, net of federal benefit | (27) | 7.6 | 3.3 |
Rate changes related to foreign jurisdictions | (9.7) | (4) | 14 |
Stock-based compensation | 14.5 | 10.1 | 0 |
Foreign taxes | 1.4 | 5.7 | (3.1) |
Valuation allowance | 4.1 | (1.1) | (7.6) |
Changes to uncertain tax positions | (10.7) | 40.8 | (3.7) |
Foreign-derived intangible income | 8.2 | 6.9 | 5 |
Transaction costs | (2.1) | 0 | 0 |
Other, net | (0.9) | 1.4 | (2.2) |
Income tax (expense) benefit | $ (180.4) | $ 54.3 | $ (2.8) |
Income taxes - deferred assets
Income taxes - deferred assets and liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Reserves and accrued expenses | $ 51.6 | $ 58.7 |
Pension, postretirement, and environmental liabilities | 14.7 | 18.9 |
Net operating loss and research and development carryforwards | 312.4 | 335.6 |
Other | 10.2 | 27.2 |
Deferred tax assets, gross | 388.9 | 440.4 |
Less: valuation allowances | (187.6) | (209.9) |
Deferred tax assets, net | 201.3 | 230.5 |
Deferred tax liabilities: | ||
Intangibles | (892.8) | (895.3) |
Property, plant and equipment | (52) | (48.6) |
Deferred tax liabilities | (1,092.8) | (943.9) |
Net deferred tax liability | (891.5) | (713.4) |
Other Assets | ||
Deferred tax assets: | ||
Deferred tax assets, net | 21.5 | 10.5 |
Deferred Income Tax Charge [Member] | ||
Deferred tax liabilities: | ||
Net deferred tax liability | $ (913) | $ (723.9) |
Income taxes - changes to uncer
Income taxes - changes to uncertain tax positions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes to the reserve for uncertain tax positions | |||
Beginning balance | $ 46.7 | $ 83.6 | $ 84.3 |
Additions: | |||
Tax positions related to the current year | 5.1 | 3.4 | 3.1 |
Tax positions related to prior years | 7.3 | 3.6 | 2.5 |
Reductions: | |||
Tax positions related to prior years | 0 | (0.1) | (4.4) |
Settlements with taxing authorities | (0.9) | (43.1) | (0.3) |
Lapse of statutes of limitations | (1.6) | (1.8) | (1.4) |
Currency translation increase | (1.3) | ||
Currency translation decrease | 1.1 | 0.2 | |
Ending balance | $ 55.3 | $ 46.7 | $ 83.6 |
Income taxes - other informatio
Income taxes - other information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tax reform legislation in the United States | |||
Transition tax payable | $ 52.6 | ||
Additional information about valuation allowance | |||
Increase (decrease) | (22.3) | $ 16 | $ (3.9) |
Amount | 187.6 | 209.9 | |
Additional information about uncertain tax positions | |||
Accrued interest and penalties | 5.3 | $ 3.9 | $ 7.1 |
Maximum amount of decrease that is reasonably possible | 2.4 | ||
Other matters | |||
Undistributed earnings of foreign subsidiaries | 2,893.1 | ||
Federal | |||
Other matters | |||
Operating loss carryforwards | 20.9 | ||
State and Local | |||
Other matters | |||
Operating loss carryforwards | 158.9 | ||
Foreign | |||
Other matters | |||
Operating loss carryforwards | 627 | ||
Foreign net operating loss carryforward | |||
Additional information about valuation allowance | |||
Amount | $ 155.7 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Details) - Foreign Exchange Contract - Designated as Hedging Instrument - 3.875% unsecured notes € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | |
Derivatives, Fair Value [Line Items] | ||||
Derivative Liability | € | € 400 | |||
Interest rate | 3.875% | |||
Accumulated transactional gain related the net investment hedges | $ (34.1) | $ 37.6 | $ 0 | |
Other Comprehensive Income (Loss) on Net Investment Hedge | $ 3.5 | $ 37.6 |
Financial instruments and fai_3
Financial instruments and fair value measurements - debt instruments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Gross amount | $ 7,113.2 | $ 4,972.2 |
Fair value | 7,201.8 | 5,124.2 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Gross amount | 0 | 0 |
Fair value | 0 | 0 |
Senior secured credit facilities: | Medium-term Notes, 2.50% | Euro | ||
Debt Instrument [Line Items] | ||
Gross amount | 684.9 | 0 |
Fair value | 683.6 | 0 |
Senior secured credit facilities: | Medium-term Notes, 2.50% | U.S. dollars | ||
Debt Instrument [Line Items] | ||
Gross amount | 2,063.9 | 1,175 |
Fair value | 2,029.1 | 1,178.7 |
Senior secured credit facilities: | Medium-term Notes, 2.25% | Euro | ||
Debt Instrument [Line Items] | ||
Gross amount | 133.9 | 344.8 |
Fair value | 133.7 | 346.5 |
Senior secured credit facilities: | Medium-term Notes, 2.25% | U.S. dollars | ||
Debt Instrument [Line Items] | ||
Gross amount | 229.3 | 546.7 |
Fair value | 224.9 | 548.1 |
Senior secured credit facilities: | Medium-term Notes, 2.00% | Euro | ||
Debt Instrument [Line Items] | ||
Gross amount | 367.9 | 0 |
Fair value | 367.7 | 0 |
Notes | 3.875% unsecured notes | ||
Debt Instrument [Line Items] | ||
Gross amount | 800 | 0 |
Notes | 4.625% unsecured notes | ||
Debt Instrument [Line Items] | ||
Gross amount | 1,550 | 1,550 |
Fair value | 1,629.8 | 1,648.7 |
Notes | 2.625% secured notes | ||
Debt Instrument [Line Items] | ||
Gross amount | 739.6 | 795 |
Fair value | 758.2 | 815.7 |
Notes | 3.875%, Due November 21, 2024, Instrument 1 | ||
Debt Instrument [Line Items] | ||
Gross amount | 800 | 0 |
Fair value | 810.9 | 0 |
Notes | 3.875% Due November 21, 2024, Instrument 2 | ||
Debt Instrument [Line Items] | ||
Gross amount | 455.1 | 489.2 |
Fair value | 475.3 | 515 |
Finance lease liabilities | ||
Debt Instrument [Line Items] | ||
Gross amount | 71.2 | 71.5 |
Fair value | 71.2 | 71.5 |
Other | ||
Debt Instrument [Line Items] | ||
Gross amount | 17.4 | 0 |
Fair value | $ 17.4 | $ 0 |
Financial instruments and fai_4
Financial instruments and fair value measurements - recurring measurements with significant unobservable inputs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes to contingent consideration liabilities | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | $ 6.1 | |
Contingent consideration | ||
Changes to contingent consideration liabilities | ||
Beginning balance | 0 | $ 0 |
Changes to estimated fair value | 0 | 0 |
Cash payments | 0 | 0 |
Currency translation | (0.4) | 0 |
Ending balance | $ 5.7 | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Information about lease assets and liabilities | |||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities | |
Information about lease expense | |||
Operating lease expense | $ 48.2 | $ 52 | $ 55.1 |
Finance lease expense | 11.1 | 11.3 | 10.3 |
Total | $ 59.3 | $ 63.3 | $ 65.4 |
Weighted average remaining lease term: | |||
Operating leases | 5 years | 5 years 6 months | |
Finance leases | 13 years 6 months | 14 years 7 months 6 days | |
Weighted average discount rate: | |||
Operating leases | 4.40% | 5.30% | |
Finance leases | 7.90% | 8.60% | |
Future payments due under operating leases | |||
2022 | $ 39.5 | ||
2023 | 32.5 | ||
2024 | 25.2 | ||
2025 | 13.7 | ||
2026 | 7.7 | ||
Thereafter | 14.9 | ||
Total undiscounted lease payments | 133.5 | ||
Difference between undiscounted and discounted lease payments | (20.8) | ||
Lease liabilities | 112.7 | ||
Future payments due under finance leases | |||
2022 | 9.3 | ||
2023 | 8.7 | ||
2024 | 8.6 | ||
2025 | 7.8 | ||
2026 | 7.6 | ||
Thereafter | 81 | ||
Total undiscounted lease payments | 123 | ||
Difference between undiscounted and discounted lease payments | (51.8) | ||
Lease liabilities | $ 71.2 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities | |
Other Current Liabilities | |||
Information about lease assets and liabilities | |||
Current portion of operating lease liabilities | $ 34.1 | $ 34.5 | |
Other Assets | |||
Information about lease assets and liabilities | |||
Operating lease assets | 107.8 | 125.4 | |
Other Liabilities | |||
Information about lease assets and liabilities | |||
Operating lease liabilities, net of current portion | 78.6 | 98.2 | |
Property, Plant and Equipment | |||
Information about lease assets and liabilities | |||
Finance lease assets | 59.9 | 62.3 | |
Current Portion of Debt | |||
Information about lease assets and liabilities | |||
Current portion of finance lease liabilities | 4.2 | 3.6 | |
Debt, Net of Current Portion | |||
Information about lease assets and liabilities | |||
Finance lease liabilities, net of current portion | 67 | 67.9 | |
Cost of sales | |||
Information about lease expense | |||
Operating lease expense | 7.3 | 7.8 | |
SG&A expenses | |||
Information about lease expense | |||
Operating lease expense | $ 40.9 | $ 44.2 |
Related party disclosures (Deta
Related party disclosures (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
New Mountain Capital | Annual advisory fee | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount | $ 1 | |
Related party transaction, rate | 2.00% | |
Goldman Sachs | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount payable | $ 3.5 | |
Goldman Sachs | Goldman Sachs | ||
Related Party Transaction [Line Items] | ||
Ownership interest by minority owners, percent (less than) | 10.00% | |
Goldman Sachs | New Mountain Capital | ||
Related Party Transaction [Line Items] | ||
Ownership interest by minority owners, percent (less than) | 10.00% | |
Goldman Sachs | IPO underwriter discount | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount | $ 8.5 | $ 24.5 |
Goldman Sachs | Purchase of shares in IPO | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount | 70 | |
Goldman Sachs | Redemption of preferred stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount | $ 429.5 | |
Goldman Sachs | Profits from disgorgement of short-swing trading | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount | 3 | |
PSP Investments | Redemption of preferred stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount | $ 302.5 |
Condensed unconsolidated fina_3
Condensed unconsolidated financial information of Avantor, Inc. - balance sheets (Details) - USD ($) shares in Millions, $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||||
Total assets | $ 13,897.2 | $ 9,906.5 | ||
Liabilities and stockholders’ equity | ||||
MCPS including paid-in capital, 20.7 shares outstanding | 1,003.7 | 1,003.7 | ||
Common stock including paid-in capital, 609.7 and 580.1 shares outstanding | 2,752.6 | 1,737.6 | ||
Accumulated earnings (deficit) | 483.9 | (88.7) | ||
Accumulated other comprehensive (loss) income | (43.2) | 21.7 | $ (85.9) | $ (66.5) |
Total stockholders’ equity | $ 4,197 | $ 2,674.3 | 2,462.2 | $ (3,051.7) |
Additional information | ||||
Preferred equity, shares outstanding | 20.7 | 20.7 | ||
Common stock, shares, outstanding | 609.7 | 580.1 | ||
Unconsolidated Avantor, Inc | ||||
Assets | ||||
Investment in unconsolidated subsidiaries | $ 4,197 | 2,674.3 | ||
Total assets | 4,197 | 2,674.3 | ||
Liabilities and stockholders’ equity | ||||
MCPS including paid-in capital, 20.7 shares outstanding | 1,003.7 | 1,003.7 | ||
Common stock including paid-in capital, 609.7 and 580.1 shares outstanding | 2,752.6 | 1,737.6 | ||
Accumulated earnings (deficit) | 483.9 | (88.7) | ||
Accumulated other comprehensive (loss) income | (43.2) | 21.7 | ||
Total stockholders’ equity | $ 4,197 | $ 2,674.3 | ||
Additional information | ||||
Preferred equity, shares outstanding | 20.7 | 20.7 | ||
Common stock, shares, outstanding | 609.7 | 580.1 |
Condensed unconsolidated fina_4
Condensed unconsolidated financial information of Avantor, Inc. - statements of cash flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from financing activities: | |||
Redemption of series A preferred stock | $ 0 | $ 0 | $ (2,630.9) |
Payments of dividends on preferred stock | (64.6) | (64.6) | (31.3) |
Net Cash Provided by (Used in) Investing Activities | (4,121.7) | (59.1) | (42.1) |
Proceeds received from exercise of stock options, net of shares repurchased to satisfy employee tax obligations for vested stock-based awards | (25.8) | 0 | 0 |
Net cash provided by financing activities | 3,219.2 | (782.9) | (307.8) |
Cash, cash equivalents and restricted cash, beginning of year | 289.2 | 189.3 | 187.7 |
Cash, cash equivalents and restricted cash, end of year | 327.1 | 289.2 | 189.3 |
Unconsolidated Avantor, Inc | |||
Cash flows from financing activities: | |||
Proceeds from issuance of stock, net of issuance costs | 967 | 0 | 4,235.6 |
Redemption of series A preferred stock | (2,630.9) | ||
Payments of dividends on preferred stock | (64.6) | (64.6) | (31.3) |
Contribution from (to) unconsolidated subsidiaries | (967.3) | 44.4 | (1,574.1) |
Net Cash Provided by (Used in) Investing Activities | (967.3) | ||
Proceeds received from exercise of stock options, net of shares repurchased to satisfy employee tax obligations for vested stock-based awards | 64.9 | 20.2 | 0.7 |
Net cash provided by financing activities | 967.3 | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of year | 0 | 0 | |
Cash, cash equivalents and restricted cash, end of year | $ 0 | $ 0 | $ 0 |
Valuation and qualifying acco_3
Valuation and qualifying accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes to valuation and qualifying accounts | |||
Deductions(1) | $ 0.5 | ||
Allowance for expected credit losses | |||
Changes to valuation and qualifying accounts | |||
Beginning balance | $ 26.2 | $ 18.6 | 10.9 |
Cumulative effect of adopting new accounting standard | 0 | ||
Charged to costs and expenses | 3.6 | 10.2 | 5.9 |
Other additions | 2 | ||
Deductions(1) | (2.6) | (4.1) | |
Currency translation | (0.8) | (0.7) | (0.2) |
Ending balance | 26.4 | 26.2 | 18.6 |
Valuation allowances on deferred tax assets | |||
Changes to valuation and qualifying accounts | |||
Beginning balance | 209.9 | 193.9 | 197.8 |
Cumulative effect of adopting new accounting standard | 0 | ||
Charged to costs and expenses | (9.4) | 2.4 | 0 |
Other additions | 0 | ||
Deductions(1) | 0 | 0 | |
Currency translation | (12.9) | 13.6 | (3.4) |
Ending balance | $ 187.6 | $ 209.9 | $ 193.9 |