Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | JAH | |
Entity Registrant Name | JARDEN CORP | |
Entity Central Index Key | 895,655 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 220,354,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net sales | $ 2,256.3 | $ 2,142.2 | $ 5,993.5 | $ 5,849.1 |
Cost of sales | 1,562.8 | 1,468.9 | 4,192 | 4,059.4 |
Gross profit | 693.5 | 673.3 | 1,801.5 | 1,789.7 |
Selling, general and administrative expenses | 443.3 | 442.7 | 1,388 | 1,303.2 |
Restructuring costs, net | 0.5 | 0.5 | 5 | 3.1 |
Operating earnings (loss) | 249.7 | 230.1 | 408.5 | 483.4 |
Interest expense, net | 57.2 | 52.7 | 162 | 159.6 |
Loss on early extinguishment of debt | 54.4 | |||
Income before taxes | 192.5 | 177.4 | 246.5 | 269.4 |
Income tax provision | 72.3 | 68.8 | 95.9 | 105 |
Net income (loss) | $ 120.2 | $ 108.6 | $ 150.6 | $ 164.4 |
Earnings per share: | ||||
Basic | $ 0.60 | $ 0.59 | $ 0.79 | $ 0.89 |
Diluted | $ 0.57 | $ 0.58 | $ 0.75 | $ 0.87 |
Weighted average shares outstanding: | ||||
Basic | 200.1 | 184.3 | 190.6 | 185.6 |
Diluted | 209.3 | 187.7 | 199.5 | 189.5 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Comprehensive income: | ||||
Net income (loss) | $ 120.2 | $ 108.6 | $ 150.6 | $ 164.4 |
Other comprehensive income (loss), before tax: | ||||
Cumulative translation adjustment | (77.9) | (63.4) | (145.3) | (57.7) |
Derivative financial instruments | 5.5 | 17.7 | (5.2) | 7.7 |
Accrued benefit cost | 1.7 | 1.8 | 6 | 4.1 |
Unrealized gain on investment | (4.4) | |||
Total other comprehensive income (loss), before tax | (70.7) | (48.3) | (144.5) | (45.9) |
Income tax (provision) benefit related to other comprehensive income (loss) | (1.1) | (5.2) | (8.4) | (4.4) |
Comprehensive income (loss) | $ 48.4 | $ 55.1 | $ (2.3) | $ 114.1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Cash and cash equivalents | $ 1,095.5 | $ 1,164.8 |
Accounts receivable, net of allowances of $124.3 and $119.7 at September 30, 2015 and December 31, 2014, respectively | 1,450 | 1,277.9 |
Inventories | 2,084.5 | 1,504.7 |
Deferred taxes on income | 244.1 | 166.2 |
Prepaid expenses and other current assets | 185.8 | 204.4 |
Total current assets | 5,059.9 | 4,318 |
Property, plant and equipment, net | 942.2 | 849.9 |
Goodwill | 3,531.8 | 2,880.2 |
Intangibles, net | 3,169.2 | 2,598.5 |
Other assets | 172.4 | 152.7 |
Total assets | 12,875.5 | 10,799.3 |
Liabilities: | ||
Short-term debt and current portion of long-term debt | 545 | 594.9 |
Accounts payable | 793.6 | 809.9 |
Accrued salaries, wages and employee benefits | 199.8 | 195.1 |
Other current liabilities | 496.2 | 477.3 |
Total current liabilities | 2,034.6 | 2,077.2 |
Long-term debt | 5,313.1 | 4,464 |
Deferred taxes on income | 1,454 | 1,222.1 |
Other non-current liabilities | 493.6 | 426.7 |
Total liabilities | $ 9,295.3 | $ 8,190 |
Commitments and contingencies (see Note 10) | ||
Stockholders' equity: | ||
Preferred stock ($0.01 par value, 5.0 shares authorized, no shares issued at September 30, 2015 and December 31, 2014) | ||
Common stock ($0.01 par value, 500 and 300 shares authorized at September 30, 2015 and December 31, 2014, respectively, 251.7 and 233.3 shares issued at September 30, 2015 and December 31, 2014, respectively) | $ 2.5 | $ 2.3 |
Additional paid-in capital | 3,541.9 | 2,515.5 |
Retained earnings | 1,435.3 | 1,284.7 |
Accumulated other comprehensive income (loss) | (333.6) | (180.7) |
Less: Treasury stock (41.4 and 41.3 shares, at cost, at September 30, 2015 and December 31, 2014, respectively) | (1,065.9) | (1,012.5) |
Total stockholders' equity | 3,580.2 | 2,609.3 |
Total liabilities and stockholders' equity | $ 12,875.5 | $ 10,799.3 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, allowances | $ 124.3 | $ 119.7 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 300,000,000 |
Common stock, shares issued | 251,700,000 | 233,300,000 |
Treasury stock, shares | 41,400,000 | 41,300,000 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 150.6 | $ 164.4 |
Reconciliation of net income to net cash used in operating activities: | ||
Depreciation and amortization | 158.8 | 140.8 |
Stock-based compensation | 48.2 | 40.7 |
Excess tax benefits from stock-based compensation | (21.8) | (35.2) |
Other non-cash items | 1.7 | 9 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (139.5) | (165.6) |
Inventory | (499) | (331.6) |
Accounts payable | (40.4) | 111.6 |
Other assets and liabilities | 51.4 | 16 |
Net cash provided by (used in) operating activities | (229.4) | (49.9) |
Cash flows from financing activities: | ||
Net change in short-term debt | (65.9) | 52.7 |
Proceeds from issuance of long-term debt | 898.8 | 1,104.8 |
Payments on long-term debt | (37.2) | (589.6) |
Issuance (repurchase) of common stock, net | 897.7 | (269.5) |
Excess tax benefits from stock-based compensation | 21.8 | 35.2 |
Debt issuance costs | (7.5) | (18.1) |
Other | (5.9) | (8.2) |
Net cash provided by (used in) financing activities | 1,701.8 | 307.3 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (146.5) | (149.2) |
Acquisition of businesses, net of cash acquired | (1,393.9) | (517.7) |
Other | 41 | 3.5 |
Net cash provided by (used in) investing activities | (1,499.4) | (663.4) |
Effect of exchange rate changes on cash and cash equivalents | (42.3) | (16.2) |
Net decrease in cash and cash equivalents | (69.3) | (422.2) |
Cash and cash equivalents at beginning of period | 1,164.8 | 1,128.5 |
Cash and cash equivalents at end of period | 1,095.5 | $ 706.3 |
Venezuela | ||
Reconciliation of net income to net cash used in operating activities: | ||
Venezuela-related charges | $ 60.6 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements of Jarden Corporation and its subsidiaries (hereinafter referred to as the “Company” or “Jarden”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all adjustments that are, in the opinion of management, normal, recurring and necessary for a fair presentation of the results for the interim period. The Condensed Consolidated Balance Sheet at December 31, 2014 has been derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s latest Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Certain reclassifications have been made in the Company’s financial statements of the prior year to conform to the current year presentation. These reclassifications have no impact on previously reported net income. Stock Split On November 24, 2014, the Company consummated a 3-for-2 stock split in the form of a stock dividend of one additional share of common stock for every two shares of common stock. The Company retained the current par value of $0.01 per share for all shares of common stock. All references to the number of shares outstanding, issued shares, per share amounts and restricted stock and stock option data of the Company’s shares of common stock have been restated to reflect the effect of the stock split for all periods presented in the Company’s accompanying consolidated financial statements and footnotes thereto. Supplemental Information Stock-based compensation (income)/expense, which are included in selling, general and administrative expenses (“SG&A”), was $7.0 and ($0.3) for the three months ended September 30, 2015 and 2014, respectively, and $48.2 and $40.7 for the nine months ended September 30, 2015 and 2014, respectively. Interest expense is net of interest income of $0.6 and $1.6 for the three months ended September 30, 2015 and 2014, respectively, and $1.8 and $4.4, for the nine months ended September 30, 2015 and 2014, respectively. Venezuela Operations Prior to March 31, 2015, the Company included the results of its Venezuelan operations in the consolidated financial statements using the consolidation method of accounting. Venezuelan exchange control regulations have become increasingly restrictive and have resulted in an other-than-temporary lack of exchangeability between the Venezuelan bolivar and U.S. dollar, and have restricted our Venezuelan operations’ ability to pay obligations denominated in U.S. dollars, as well as pay dividends. These exchange regulations, combined with certain Venezuelan regulations, limit the Company’s ability to rationalize its manufacturing platform to a level that would allow the Company to maintain a sustainable production level that is commensurate with the declining demand resulting from the deteriorating macroeconomic conditions in Venezuela. Furthermore, the Venezuelan government imposes price restrictions that prohibit the Company from pricing its products at acceptable levels. As such, effective March 31, 2015, the Company began reporting the results of its Venezuelan operations using the cost method of accounting. As a result, during the three months ended March 31, 2015, the Company recorded charges of $60.6 related to the deconsolidation of the Company’s subsidiaries operating in Venezuela (the “Venezuela-related charges”) that include in part, charges for the remeasurement of net monetary assets and the impairment of long-lived assets (discussed hereafter). The Venezuela-related charges are recorded in SG&A. On February 10, 2015, the Venezuelan government established a new foreign exchange system, the Marginal Currency System (“SIMADI”). Furthermore, in February 2015 shortly after establishment of SIMADI, the SICAD-II program was eliminated. As such, the Company determined it would be most appropriate to remeasure the net monetary assets of the Company’s subsidiaries operating in Venezuela at the SIMADI exchange rate, as this was the Company’s expected settlement rate. The SIMADI exchange rate was approximately 193 Bolivars per U.S. dollar at March 31, 2015. As such, due to the change to the SIMADI exchange rate, during the three months ended March 31, 2015, the Company recorded a foreign exchange-related charge of $13.0 related to the write-down of net monetary assets due to this remeasurement. This charge is included in the aforementioned Venezuela-related charges. Furthermore, as a result of the continued foreign exchange restrictions, combined with the unfavorable macroeconomic conditions in Venezuela, the Company recorded a $37.3 impairment charge on property, plant and equipment that were previously recorded at historical cost. This charge is included in the aforementioned Venezuela-related charges. Up until December 31, 2014, the financial statements of the Company’s subsidiaries operating in Venezuela were remeasured at and reflected in the Company’s consolidated financial statements at the CENCOEX official exchange rate of 6.30 Bolivars per U.S. dollar. Due to the evolving foreign exchange control environment in Venezuela and additional experience with the various foreign exchange mechanisms, as of December 31, 2014, the Company determined it would be most appropriate to remeasure the financial statements of the Company’s subsidiaries operating in Venezuela at the SICAD-II exchange rate of 50.0 Bolivars per U.S. dollar. New Accounting Guidance In May 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient and remove certain related disclosure requirements. ASU 2015-07 is effective for annual periods and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. Since ASU 2015-07 only modifies existing disclosures, the adoption of ASU 2015-07 will not affect the consolidated financial position, results of operations or cash flows of the Company. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU No. 2015-03 changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability rather than as an asset. ASU 2015-03 is effective for annual periods and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not expect the provisions of ASU 2015-03 to have a material effect on its consolidated financial position, results of operations or cash flows. In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09, which supersedes the most current revenue recognition guidance, is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration that an entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 also requires certain disclosures that enable users of the financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date” (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year. As such, ASU 2014-09 is effective for annual reporting periods, including interim periods within that reporting period, beginning after December 15, 2017. Earlier adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is assessing the impact that the provisions of ASU 2014-09 will have on the consolidated financial position, results of operations and cash flows of the Company. Adoption of New Accounting Guidance In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). ASU 2014-08 establishes criteria for determining which disposals qualify as discontinued operations and also establishes disclosure requirements for both discontinued operations and material disposals that do not meet the definition of discontinued operations. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014. The adoption of the provisions of ASU 2014-08 did not have a material effect on the consolidated financial position, results of operations or cash flows of the Company. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions | 2. Acquisitions 2015 Activity On July 31, 2015 (the “Acquisition Date”), the Company acquired Waddington Group, Inc. (“Waddington”), a leading manufacturer and marketer of premium disposable tableware for commercial, foodservice and retail markets (the “Waddington Acquisition”). The total value of the transaction, including debt repaid, was approximately $1.35 billion, subject to certain adjustments. The Waddington Acquisition is expected to expand the Company’s product offerings and distribution channels, particularly in the business-to-business category, as well as create cross-selling opportunities. Waddington is reported in the Company’s Branded Consumables segment and is included in the Company’s results of operations from the Acquisition Date. The Company’s consolidated statement of operations for both the three and nine months ended September 30, 2015 includes approximately $135 of net sales and approximately $1 of operating loss related to Waddington. The excess of the cost of the Waddington Acquisition over the net of amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. The Company’s preliminary fair valuation of assets acquired and liabilities assumed, which is subject to further refinement, is based on all available information, including, in part, certain preliminary valuations and other analyses. Based on this preliminary fair valuation, the purchase price is allocated as follows: Preliminary Purchase Price Allocation (in millions): Preliminary value assigned: Accounts receivable $ 83.5 Inventories 141.2 Other current assets 19.8 Property, plant and equipment 139.6 Intangible assets 615.0 Goodwill 668.1 Other assets 2.4 Accounts payable (36.6 ) Other current liabilities (78.1 ) Long-term debt (627.3 ) Non-current deferred tax liability (234.7 ) Total purchase price, net of cash acquired $ 692.9 The following unaudited pro forma financial information presents the combined results of operations of the Company and Waddington for the three and nine months ended September 30, 2015 and 2014 as if the Waddington Acquisition had occurred on January 1, 2014. The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial condition that would have been reported had the Waddington Acquisition been completed as of January 1, 2014 and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition. Pro forma adjustments are tax-effected at the Company’s estimated statutory tax rates. Three months ended September 30 Nine months ended September 30, (in millions, except per share data) 2015 2014 2015 2014 Net sales $ 2,328.3 $ 2,315.7 $ 6,421.1 $ 6,330.1 Net income 112.3 112.7 147.8 144.6 Earnings per share: Basic $ 0.55 $ 0.56 $ 0.72 $ 0.71 Diluted $ 0.52 $ 0.55 $ 0.69 $ 0.70 The unaudited pro forma financial information for three and nine months ended September 30, 2015 and 2014 include $9.7 and $29.1, respectively, for the amortization of purchased intangibles from the Waddington Acquisition based on the preliminary purchase price allocation. The unaudited pro forma financial information for the nine months ended September 30, 2014 also includes $55.0 of non-recurring During the nine months ended September 30, 2015, the Company also completed two tuck-in acquisitions that by nature were complementary to the Company’s core businesses and from an accounting standpoint were not significant. Subsequent Event On November 2, 2015, the Company acquired Visant Holding Corp., the parent company of Jostens, Inc. and other entities composing the Jostens business (“Jostens”), which is a market-leading, iconic brand and trusted partner to schools and students nationwide that provides a product portfolio of high quality yearbooks, class and championship rings, caps and gowns, diplomas, and varsity jackets (the “Jostens Acquisition”). The total value of the transaction, including debt repaid, was approximately $1.5 billion, subject to certain adjustments. The Jostens Acquisition is expected to expand the Company’s product offerings and brings customizable production capabilities in printing, jewelry, and apparel. Jostens will be reported in the Company’s Outdoor Solutions segment and will be included in the Company’s results of operations from the date of acquisition. Supplemental pro forma information and the preliminary purchase price allocation have not been provided as estimates of the fair value of the assets acquired and liabilities assumed have not been completed. 2014 Activity On August 29, 2014, the Company completed the acquisition of Rexair Holdings, Inc. (“Rexair”), a global provider of premium vacuum cleaning systems sold primarily under the Rainbow ® |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventories | 3. Inventories Inventories are comprised of the following at September 30, 2015 and December 31, 2014: (in millions) September 30, December 31, Raw materials and supplies $ 312.5 $ 250.0 Work-in-process 92.6 71.0 Finished goods 1,679.4 1,183.7 Total inventories $ 2,084.5 $ 1,504.7 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment | 4. Property, Plant and Equipment Property, plant and equipment, net, is comprised of the following at September 30, 2015 and December 31, 2014: (in millions) September 30, December 31, Land $ 56.5 $ 62.5 Buildings 465.5 460.1 Machinery and equipment 1,504.4 1,311.4 Construction-in-progress 93.9 98.8 2,120.3 1,932.8 Less: Accumulated depreciation (1,178.1 ) (1,082.9 ) Total property, plant and equipment, net $ 942.2 $ 849.9 Depreciation of property, plant and equipment was $46.8 and $40.8 for the three months ended September 30, 2015 and 2014, respectively, and $127 and $122 for the nine months ended September 30, 2015 and 2014, respectively. |
Goodwill and Intangibles
Goodwill and Intangibles | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangibles | 5. Goodwill and Intangibles Goodwill activity for the nine months ended September 30, 2015 is as follows: Net Book Foreign September 30, 2015 (in millions) Value at December 31, 2014 Additions Exchange and Other Adjustments Gross Carrying Amount Accumulated Impairment Charges Net Book Value Goodwill Branded Consumables $ 1,385.1 $ 668.1 $ (3.8 ) $ 2,272.6 $ (223.2 ) $ 2,049.4 Consumer Solutions 757.7 — (15.6 ) 742.1 — 742.1 Outdoor Solutions 715.7 $ 10.0 (7.1 ) 737.1 (18.5 ) $ 718.6 Process Solutions 21.7 — — 21.7 — 21.7 $ 2,880.2 $ 678.1 $ (26.5 ) $ 3,773.5 $ (241.7 ) $ 3,531.8 Intangibles activity for the nine months ended September 30, 2015 is as follows: (in millions) Gross Carrying Amount at December 31, 2014 Additions Accumulated Amortization and Foreign Exchange Net Book Value at September 30, 2015 Amortization Periods (years) Intangibles Patents $ 9.3 $ — $ (5.2 ) $ 4.1 12-30 Manufacturing process and expertise 65.2 10.0 (49.1 ) 26.1 3-7 Brand names 23.3 2.5 (13.5 ) 12.3 4-20 Customer relationships and distributor channels 549.6 561.3 (138.4 ) 972.5 10-35 Trademarks and tradenames 2,131.7 55.0 (32.5 ) 2,154.2 indefinite $ 2,779.1 $ 628.8 $ (238.7 ) $ 3,169.2 Amortization of intangibles was $15.0 and $7.3 for the three months ended September 30, 2015 and 2014, respectively, and $32.2 and $18.8 for the nine months ended September 30, 2015 and 2014, respectively. |
Warranty Reserve
Warranty Reserve | 9 Months Ended |
Sep. 30, 2015 | |
Warranty Reserve | 6. Warranty Reserve The warranty reserve activity for the nine months ended September 30, 2015 is as follows: (in millions) 2015 Warranty reserve at January 1, $ 96.8 Provision for warranties issued 99.1 Warranty claims paid (102.2 ) Acquisitions and other adjustments (1.9 ) Warranty reserve at September 30, $ 91.8 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt | 7. Debt Debt is comprised of the following at September 30, 2015 and December 31, 2014: (in millions) September 30, 2015 December 31, Senior Secured Credit Facility Term Loans $ 2,884.2 $ 2,024.6 6 1 8 300.0 300.0 3 3 4 331.6 357.9 7 1 2 655.2 650.6 1 7 8 455.9 445.8 1 1 2 231.9 226.0 1 1 8 497.3 484.1 Securitization Facility 444.7 479.3 Non-U.S. borrowings 48.2 83.2 Other 9.1 7.4 Total debt 5,858.1 5,058.9 Less: current portion (545.0 ) (594.9 ) Total long-term debt $ 5,313.1 $ 4,464.0 (a) Collectively, the “Senior Notes.” (b) The “Senior Subordinated Notes.” (c) Collectively, the “Senior Subordinated Convertible Notes.” Senior Secured Credit Facility In July 2015, the Company borrowed $900 under its senior secured credit facility, which is comprised of $300 under the existing senior secured term loan B1 facility that matures in 2020 and bears interest at LIBOR plus a 275 basis point spread; and $600 under a new senior secured term loan B2 facility that matures in 2022 and bears interest at LIBOR plus a 275 basis point spread. The proceeds were used, in part, to fund a portion of the Waddington Acquisition. Other At September 30, 2015 and December 31, 2014, the carrying value of total debt approximates fair market value. The fair market value (Level 1 measurement) of the Senior Notes and the Senior Subordinated Notes is based upon quoted market prices. The fair market value (Level 2 measurement) for all other debt instruments is estimated using interest rates currently available to the Company for debt with similar terms and maturities. Subsequent Events In October 2015, the Company borrowed $200 under its senior secured credit facility under its existing senior secured term loan A facility that matures in 2019 and bears interest at LIBOR plus a 175 basis point spread. The proceeds were used to fund a portion of the Jostens Acquisition. In October 2015, the Company completed the sale of $300 in aggregate principal amount of 5% senior notes that mature in November 2023, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to certain persons outside of the U.S. pursuant to Regulation S under the Securities Act and received net proceeds of approximately $296, after deducting fees and expenses. These notes are subject to similar restrictive and financial covenants as the Company’s Senior Notes. The proceeds were used to fund a portion of the Jostens Acquisition. |
Derivative and Other Hedging Fi
Derivative and Other Hedging Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative and Other Hedging Financial Instruments | 8. Derivative and Other Hedging Financial Instruments Interest Rate Contracts The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps are used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps are used to reduce the Company’s risk of the possibility of increased interest costs. Interest rate swap contracts are therefore used by the Company to separate interest rate risk management from the debt funding decision. Fair Value Hedges At September 30, 2015, the Company had $650 notional amount of interest rate swaps that exchange a fixed rate of interest for variable rate of interest (LIBOR) plus a weighted average spread of approximately 605 basis points. These floating rate swaps are designated as fair value hedges against $650 of principal on the Senior Subordinated Notes for the remaining life of these notes. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt. During October 2015, the Company terminated these swap agreements and received approximately $6 in net proceeds. The gain on the termination of these swaps is deferred as a component of the Senior Subordinated Notes and will be amortized over the remaining life of these notes. Cash Flow Hedges At September 30, 2015, the Company had $850 notional amount outstanding in swap agreements, which includes $350 notional amount of forward-starting swaps that become effective commencing December 31, 2015, that exchange a variable rate of interest (LIBOR) for fixed interest rates over the terms of the agreements and are designated as cash flow hedges of the interest rate risk attributable to forecasted variable interest payments and have maturity dates through June 2020. At September 30, 2015, the weighted average fixed rate of interest on these swaps, excluding the forward-starting swaps, was approximately 1.3%. The effective portion of the after-tax fair value gains or losses on these swaps is included as a component of accumulated other comprehensive income (loss) (“AOCI”). Foreign Currency Contracts The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales and have maturity dates through March 2017. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCI and is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of operations as the underlying hedged item. At September 30, 2015, the Company had approximately $630 notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales. The Company also uses foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency exposure of certain other foreign currency transactions. At September 30, 2015, the Company had approximately $535 notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through September 2016. Fair market value gains or losses are included in the results of operations and are classified in SG&A. Commodity Contracts The Company enters into commodity-based derivatives in order to mitigate the risk that the rising price of these commodities could have on the cost of certain of the Company’s raw materials. These commodity-based derivatives provide the Company with cost certainty, and in certain instances, allow the Company to benefit should the cost of the commodity fall below certain dollar thresholds. At September 30, 2015, the Company had approximately $39 notional amount outstanding of commodity-based derivatives that are not designated as effective hedges for accounting purposes and have maturity dates through December 2016. Fair market value gains or losses are included in the results of operations and are classified in cost of sales. The following table presents the fair value of derivative financial instruments as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Fair Value of Derivatives Fair Value of Derivatives (in millions) Asset (a) Liability (a) Asset (a) Liability (a) Derivatives designated as effective hedges: Cash flow hedges: Interest rate swaps $ — $ 11.0 $ 0.6 $ 7.2 Foreign currency contracts 25.1 5.8 25.9 3.8 Fair value hedges: Interest rate swaps 3.3 — — 2.2 Subtotal 28.4 16.8 26.5 13.2 Derivatives not designated as effective hedges: Foreign currency contracts 8.3 5.4 2.8 1.3 Commodity contracts — 9.4 — 9.0 Subtotal 8.3 14.8 2.8 10.3 Total $ 36.7 $ 31.6 $ 29.3 $ 23.5 (a) Consolidated balance sheet location: Asset: Other current and non-current assets Liability: Other current and non-current liabilities The following table presents gain and loss activity (on a pretax basis) for the three and nine months ended September 30, 2015 and 2014 related to derivative financial instruments designated as effective hedges: Three months ended September 30, 2015 Three months ended September 30, 2014 Gain/(Loss) Gain/(Loss) (in millions) Recognized in OCI (a) (effective portion) Reclassified from AOCI to Income Recognized in Income (b) Recognized in OCI (a) (effective portion) Reclassified from AOCI to Income Recognized in Income (b) Derivatives designated as effective hedges: Cash flow hedges: Interest rate swaps $ (2.9 ) $ — $ — $ 2.8 $ — $ — Foreign currency contracts 15.8 7.4 (1.2 ) 16.0 1.1 1.0 Total $ 12.9 7.4 $ (1.2 ) $ 18.8 $ 1.1 $ 1.0 Location of gain/(loss) in the consolidated results of operations: Net sales $ (0.1 ) $ — $ 0.5 $ — Cost of sales 7.5 — 0.6 — SG&A — (1.2 ) — 1.0 Total $ 7.4 $ (1.2 ) $ 1.1 $ 1.0 Nine months ended September 30, 2015 Nine months ended September 30, 2014 Gain/(Loss) Gain/(Loss) (in millions) Recognized Reclassified from AOCI to Income Recognized in Income (b) Recognized in OCI (a) (effective portion) Reclassified from AOCI to Income Recognized in Income (b) Derivatives designated as effective hedges: Cash flow hedges: Interest rate swaps $ (4.4 ) $ — $ — $ (0.7 ) $ — $ — Foreign currency contracts 25.2 26.0 (4.7 ) 13.7 5.3 (2.9 ) Total $ 20.8 $ 26.0 $ (4.7 ) $ 13.0 $ 5.3 $ (2.9 ) Location of gain/(loss) in the consolidated results of operations: Net sales $ 0.7 $ — $ 1.5 $ — Cost of sales 25.3 — 3.8 — SG&A — (4.7 ) — (2.9 ) Total $ 26.0 $ (4.7 ) $ 5.3 $ (2.9 ) (a) Represents effective portion recognized in Other Comprehensive Income (Loss) (“OCI”). (b) Represents portion excluded from effectiveness testing. At September 30, 2015, deferred net gains of approximately $23 within AOCI are expected to be reclassified to earnings over the next twelve months. The following table presents gain and loss activity (on a pretax basis) for the three and nine months ended September 30, 2015 and 2014 related to derivative financial instruments not designated as effective hedges: Gain/(Loss) Recognized in Income (a) Three months ended September 30, Nine months ended September 30, (in millions) 2015 2014 2015 2014 Derivatives not designated as effective hedges: Cash flow hedges: Foreign currency contracts $ 4.3 $ 6.9 $ 9.5 $ 0.5 Commodity contracts (8.2 ) (1.1 ) (7.5 ) (0.2 ) Total $ (3.9 ) $ 5.8 $ 2.0 $ 0.3 (a) Classified in SG&A. Net Investment Hedge The Company has designated €300 of the principal balance of its Euro-denominated 3 3 4 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements | 9. Fair Value Measurements The following table summarizes assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Fair Value Asset (Liability) Fair Value Asset (Liability) (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivatives: Assets $ — $ 36.7 $ — $ 36.7 $ — $ 29.3 $ — $ 29.3 Liabilities — (31.6 ) — (31.6 ) — (23.5 ) — (23.5 ) Available-for-sale securities — — — — — 1.5 — 1.5 Contingent consideration — — (28.8 ) (28.8 ) — — (32.6 ) (32.6 ) Derivative assets and liabilities relate to interest rate swaps, foreign currency contracts and commodity contracts. Fair values are determined by the Company using market prices obtained from independent brokers or determined using valuation models that use as their basis readily observable market data that is actively quoted and can be validated through external sources, including independent pricing services, brokers and market transactions. Available-for-sale securities include inflation protected bonds and are valued based on quoted market prices. The fair value measurement of the contingent consideration obligations arising from acquisitions is based upon Level 3 inputs including, in part, the estimate of future cash flows based upon the likelihood of achieving the various earn-out criteria. Changes in the fair value of the contingent consideration obligations are recorded in SG&A. Changes in the fair value of the contingent consideration obligations for the nine months ended September 30, 2015 were as follows: (in millions) 2015 Contingent consideration at January 1, $ 32.6 Acquisitions 8.1 Payments (6.1 ) Adjustments and foreign exchange (5.8 ) Contingent consideration at September 30, $ 28.8 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Contingencies | 10. Contingencies The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. In addition, the Company and/or certain of its subsidiaries have been identified by the United States Environmental Protection Agency (“EPA”) or a state environmental agency as a Potentially Responsible Party (“PRP”) pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites. Based on currently available information, the Company does not believe that the disposition of any of the legal or environmental disputes the Company or its subsidiaries are currently involved in will have a material adverse effect upon the consolidated financial condition, results of operations or cash flows of the Company. It is possible that, as additional information becomes available, the impact on the Company of an adverse determination could have a different effect. Environmental The Company’s operations are subject to certain federal, state, local and foreign environmental laws and regulations in addition to laws and regulations regarding labeling and packaging of products and the sales of products containing certain environmentally sensitive materials. In addition to ongoing environmental compliance at its operations, the Company also is actively engaged in environmental remediation activities, the majority of which relates to divested operations and sites. Various of the Company’s subsidiaries have been identified by the EPA or a state environmental agency as a PRP pursuant to the federal Superfund Act and/or state Superfund laws comparable to the federal law at various sites (collectively, the “Environmental Sites”). The Company has established reserves to cover the anticipated probable costs of investigation and remediation based upon periodic reviews of all sites for which they have, or may have, remediation responsibility. The Company accrues environmental investigation and remediation costs when it is probable that a liability has been incurred, the amount of the liability can be reasonably estimated and their responsibility for the liability is established. Generally, the timing of these accruals coincides with the earlier of a formal commitment to an investigation plan, completion of a feasibility study or a commitment to a formal plan of action. The Company accrues its best estimate of investigation and remediation costs based upon facts known at such dates, and because of the inherent difficulties in estimating the ultimate amount of environmental costs, which are further described below, these estimates may materially change in the future as a result of the uncertainties described below. Estimated costs, which are based upon experience with similar sites and technical evaluations, are judgmental in nature and are recorded at discounted amounts without considering the impact of inflation and are adjusted periodically to reflect changes in applicable laws or regulations, changes in available technologies and receipt by the Company of new information. It is difficult to estimate the ultimate level of future environmental expenditures due to a number of uncertainties surrounding environmental liabilities. These uncertainties include the applicability of laws and regulations, changes in environmental remediation requirements, the enactment of additional regulations, uncertainties surrounding remediation procedures including the development of new technology, the identification of new sites for which various of the Company’s subsidiaries could be a PRP, information relating to the exact nature and extent of the contamination at each Environmental Site and the extent of required cleanup efforts, the uncertainties with respect to the ultimate outcome of issues which may be actively contested and the varying costs of alternative remediation strategies. Due to the uncertainties described above, the Company’s ultimate future liability with respect to sites at which remediation has not been completed may vary from the amounts reserved as of September 30, 2015. The Company believes that the costs of completing environmental remediation of all sites for which the Company has a remediation responsibility have been adequately reserved and that the ultimate resolution of these matters will not have a material adverse effect on its consolidated financial position, results of operations or cash flows. Litigation The Company and/or its subsidiaries are involved in various lawsuits arising from time to time that the Company considers ordinary routine litigation incidental to its business. Amounts accrued for litigation matters represent the anticipated costs (damages and/or settlement amounts) in connection with pending litigation and claims and related anticipated legal fees for defending such actions. The costs are accrued when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The accruals are based upon the Company’s assessment, after consultation with counsel (if deemed appropriate), of probable loss based on the facts and circumstances of each case, the legal issues involved, the nature of the claim made, the nature of the damages sought and any relevant information about the plaintiffs and other significant factors that vary by case. When it is not possible to estimate a specific expected cost to be incurred, the Company evaluates the range of probable loss and records the minimum end of the range. The Company believes that anticipated probable costs of litigation matters have been adequately reserved to the extent determinable. Based on current information, the Company believes that the ultimate conclusion of the various pending litigation of the Company, in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. Product Liability As a consumer goods manufacturer and distributor, the Company and/or its subsidiaries face the risk of product liability and related lawsuits involving claims for substantial money damages, product recall actions and higher than anticipated rates of warranty returns or other returns of goods. The Company and/or its subsidiaries are therefore party to various personal injury and property damage lawsuits relating to their products and incidental to their business. Annually, the Company sets its product liability insurance program, which is an occurrence-based program based on the Company and its subsidiaries’ current and historical claims experience and the availability and cost of insurance. The Company’s product liability insurance program generally includes a self-insurance retention per occurrence. Cumulative amounts estimated to be payable by the Company with respect to pending and potential claims for all years in which the Company is liable under its self-insurance retention have been accrued as liabilities. Such accrued liabilities are based on estimates (which include actuarial determinations made by an independent actuarial consultant as to liability exposure, taking into account prior experience, number of claims and other relevant factors); thus, the Company’s ultimate liability may exceed or be less than the amounts accrued. The methods of making such estimates and establishing the resulting liability are reviewed on a regular basis and any adjustments resulting therefrom are reflected in current operating results. Based on current information, the Company believes that the ultimate conclusion of the various pending product liability claims and lawsuits of the Company, in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share | 11. Earnings Per Share The computations of the weighted average shares outstanding for the three and nine months ended September 30, 2015 and 2014 are as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2015 2014 2015 2014 Weighted average shares outstanding: Basic 200.1 184.3 190.6 185.6 Dilutive share-based awards 0.2 0.3 0.3 0.7 Convertible debt 9.0 3.1 8.6 3.2 Diluted 209.3 187.7 199.5 189.5 Because it is the Company’s intention to redeem the principal amount of the Senior Subordinated Convertible Notes in cash, the treasury stock method is used for determining potential dilution in the diluted earnings per share computation. As of September 30, 2015, there were 6.0 million restricted share awards with performance-based vesting targets that were not met and as such, have been excluded from the computation of diluted earnings per share. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity | 12. Stockholders’ Equity On July 22, 2015, pursuant to a public offering of its common stock, the Company completed an equity offering of 18.4 million newly-issued shares of common stock at $54.50 per share. The net proceeds to the Company, after the payment of underwriting discounts and commissions of the offering, were approximately $971. The proceeds were used to fund a portion of the Waddington Acquisition. Subsequent Event On October 21, 2015, pursuant to a public offering of its common stock, the Company completed an equity offering of 10.0 million newly-issued shares of common stock at $49.00 per share. The net proceeds to the Company, after the payment of underwriting discounts and commissions of the offering, were approximately $477. The proceeds were used to fund a portion of the Jostens Acquisition. In connection with the offering, the Company has granted an option to the underwriters that expires on November 14, 2015 to purchase up to an additional 1.5 million shares of its common stock. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2015 | |
Employee Benefit Plans | 13. Employee Benefit Plans The components of pension and postretirement benefit expense for the three and nine months ended September 30, 2015 and 2014 are as follows: Pension Benefits Three months ended September 30, 2015 2014 (in millions) Domestic Foreign Total Domestic Foreign Total Service cost $ — $ 0.5 $ 0.5 $ — $ 0.5 $ 0.5 Interest cost 2.9 0.3 3.2 3.6 0.6 4.2 Expected return on plan assets (4.1 ) (0.3 ) (4.4 ) (4.4 ) (0.3 ) (4.7 ) Amortization, net 1.5 0.3 1.8 1.3 0.1 1.4 Net periodic expense 0.3 0.8 1.1 0.5 0.9 1.4 Curtailments and settlements — 0.3 0.3 — — — Total Pension Cost $ 0.3 $ 1.1 $ 1.4 $ 0.5 $ 0.9 $ 1.4 Nine months ended September 30, 2015 2014 (in millions) Domestic Foreign Total Domestic Foreign Total Service cost $ — $ 1.7 $ 1.7 $ — $ 1.6 $ 1.6 Interest cost 8.7 1.1 9.8 10.9 1.8 12.7 Expected return on plan assets (12.3 ) (0.9 ) (13.2 ) (13.1 ) (1.0 ) (14.1 ) Amortization, net 4.3 0.9 5.2 3.7 0.3 4.0 Net periodic expense 0.7 2.8 3.5 1.5 2.7 4.2 Curtailments and settlements — 0.3 0.3 — — — Total Pension Cost $ 0.7 $ 3.1 $ 3.8 $ 1.5 $ 2.7 $ 4.2 Postretirement Benefits Three months ended Nine months ended (in millions) 2015 2014 2015 2014 Interest cost $ 0.1 $ — $ 0.2 $ 0.2 Amortization, net (0.1 ) (0.1 ) (0.2 ) (0.4 ) Net periodic expense $ — $ (0.1 ) $ — $ (0.2 ) |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring Costs | 14. Restructuring Costs Details and the activity related to accrued restructuring costs as of and for the nine months ended September 30, 2015 are as follows: (in millions) Accrual Balance at December 31, 2014 Restructuring Costs, net Payments Foreign Currency and Other Accrual Balance at September 30, Severance and other employee-related $ 5.4 $ 1.2 $ (4.3 ) $ (0.5 ) $ 1.8 Other costs 5.4 3.8 (4.1 ) (0.1 ) 5.0 Total $ 10.8 $ 5.0 $ (8.4 ) $ (0.6 ) $ 6.8 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Information | 15. Segment Information The Company reports four business segments: Branded Consumables, Consumer Solutions, Outdoor Solutions and Process Solutions. The majority of the Company’s sales are within the United States. The Company’s international operations are mainly based in Asia, Canada, Europe and Latin America. The Company and its chief operating decision maker use “segment earnings” to measure segment operating performance. The Branded Consumables segment manufactures or sources, markets and distributes a broad line of branded consumer products, many of which are affordable, consumable and fundamental household staples, including arts and crafts paint brushes, air fresheners, brooms, brushes, buckets, children’s card games, clothespins, collectible tins, condoms, cord, rope and twine, premium disposable tableware, dusters, dust pans, feeding bottles, fencing, fire extinguishing products, firelogs and firestarters, foam coolers, fresh preserving jars and accessories, home decor accessories, home fragrance products, kitchen matches, mops, other craft items, pacifiers, plastic cutlery, playing cards and accessories, rubber gloves and related cleaning products, safes, premium scented candles and accessories, security cameras, security doors, smoke and carbon monoxide alarms, soothers, sponges, storage organizers and workshop accessories, teats, toothpicks, travel sprays, window guards and other accessories. This segment markets our products under brand names such as Aviator ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® The Consumer Solutions segment manufactures or sources, markets, and distributes a diverse line of household products, including kitchen appliances and home environment products. This segment maintains a strong portfolio of globally-recognized brands including Bionaire ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® The Outdoor Solutions segment manufactures or sources, markets and distributes global consumer active lifestyle products for outdoor and outdoor-related activities. For general outdoor activities, the Outdoor Solutions segment is a leading provider of active lifestyle products, offering an array of products that include camping and outdoor equipment such as air beds, camping stoves, coolers, foldable furniture, gas grills, lanterns and flashlights, sleeping bags, tents and water recreation products such as inflatable boats, kayaks and tow-behinds under brand names such as Campingaz ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® The Process Solutions segment manufactures, markets and distributes a wide variety of plastic products including closures, contact lens packaging, medical disposables, plastic cutlery and rigid packaging. Many of these products are consumable in nature or represent components of consumer products. This segment’s materials business produces specialty nylon polymers, conductive fibers and monofilament used in various products, including woven mats used by paper producers and weed trimmer cutting line, as well as fiberglass radio antennas for marine, citizen band and military applications. This segment is also a leading North American producer of niche products fabricated from solid zinc strip and is the sole source supplier of copper-plated zinc penny blanks to the United States Mint and a major supplier to the Royal Canadian Mint, as well as a supplier of brass, bronze and nickel-plated finishes on steel and zinc for coinage to other international markets. In addition, the Company manufactures a line of industrial zinc products marketed globally for use in the architectural, automotive, construction, electrical component and plumbing markets. Segment information as of and for the three and nine months ended September 30, 2015 and 2014 is as follows: Three months ended September 30, 2015 (in millions) Branded Consumables Consumer Solutions Outdoor Solutions Process Solutions Intercompany Eliminations Total Operating Segments Corporate/ Unallocated Consolidated Net sales $ 910.5 $ 602.4 $ 654.5 $ 114.2 $ (25.3 ) $ 2,256.3 $ — $ 2,256.3 Segment earnings (loss) 173.7 98.3 88.9 15.1 — 376.0 (27.7 ) 348.3 Adjustments to reconcile to reported operating earnings (loss): Fair market value adjustment to inventory (18.2 ) — (2.5 ) — — (20.7 ) — (20.7 ) Restructuring costs, net (0.5 ) — — — — (0.5 ) — (0.5 ) Acquisition-related and other costs (4.9 ) 0.7 (5.9 ) — — (10.1 ) (5.5 ) (15.6 ) Depreciation and amortization (34.1 ) (9.4 ) (13.5 ) (3.0 ) — (60.0 ) (1.8 ) (61.8 ) Operating earnings (loss) $ 116.0 $ 89.6 $ 67.0 $ 12.1 $ — $ 284.7 $ (35.0 ) $ 249.7 Other segment data Total assets $ 6,067.4 $ 2,644.5 $ 2,903.0 $ 205.9 $ — $ 11,820.8 $ 1,054.7 $ 12,875.5 Three months ended September 30, 2014 (in millions) Branded Consumer Outdoor Process Intercompany Eliminations Total Corporate/ Consolidated Net sales $ 768.0 $ 612.4 $ 679.1 $ 104.9 $ (22.2 ) $ 2,142.2 $ — $ 2,142.2 Segment earnings (loss) 135.1 98.1 87.7 11.8 — 332.7 (24.3 ) 308.4 Adjustments to reconcile to reported operating earnings (loss): Fair market value adjustment to inventory (1.5 ) (10.8 ) — — — (12.3 ) — (12.3 ) Restructuring costs, net — (0.5 ) — — — (0.5 ) — (0.5 ) Acquisition-related and other costs (2.7 ) (0.1 ) (7.1 ) — — (9.9 ) (4.2 ) (14.1 ) Venezuela-related charges — — — — — — (3.3 ) (3.3 ) Depreciation and amortization (21.9 ) (8.0 ) (14.2 ) (2.7 ) — (46.8 ) (1.3 ) (48.1 ) Operating earnings (loss) $ 109.0 $ 78.7 $ 66.4 $ 9.1 $ — $ 263.2 $ (33.1 ) $ 230.1 Nine months ended September 30, 2015 (in millions) Branded Consumer Outdoor Process Intercompany Eliminations Total Corporate/ Consolidated Net sales $ 2,233.1 $ 1,455.2 $ 2,032.7 $ 342.9 $ (70.4 ) $ 5,993.5 $ — $ 5,993.5 Segment earnings (loss) 364.2 192.6 214.2 45.9 — 816.9 (110.9 ) 706.0 Adjustments to reconcile to reported operating earnings (loss): Fair market value adjustment to inventory (18.2 ) — (2.5 ) — — (20.7 ) — (20.7 ) Restructuring costs, net (3.0 ) — — — — (3.0 ) (2.0 ) (5.0 ) Acquisition-related and other costs (14.8 ) (8.5 ) (20.6 ) — — (43.9 ) (8.5 ) (52.4 ) Venezuela-related charges — — — — — — (60.6 ) (60.6 ) Depreciation and amortization (75.9 ) (28.4 ) (40.8 ) (8.8 ) — (153.9 ) (4.9 ) (158.8 ) Operating earnings (loss) $ 252.3 $ 155.7 $ 150.3 $ 37.1 $ — $ 595.4 $ (186.9 ) $ 408.5 Nine months ended September 30, 2014 (in millions) Branded Consumables Consumer Solutions Outdoor Solutions Process Solutions Intercompany Eliminations Total Operating Segments Corporate/ Unallocated Consolidated Net sales $ 2,074.2 $ 1,402.0 $ 2,118.1 $ 319.0 $ (64.2 ) $ 5,849.1 $ — $ 5,849.1 Segment earnings (loss) 315.6 189.9 243.2 42.4 — 791.1 (97.9 ) 693.2 Adjustments to reconcile to reported operating earnings (loss): Fair market value adjustment to inventory (1.5 ) (12.1 ) — — — (13.6 ) — (13.6 ) Restructuring costs, net — (1.5 ) (1.6 ) — — (3.1 ) — (3.1 ) Acquisition-related and other costs (9.1 ) (4.1 ) (17.5 ) — — (30.7 ) (4.7 ) (35.4 ) Venezuela-related charges — — — — — — (16.9 ) (16.9 ) Depreciation and amortization (63.8 ) (22.4 ) (42.3 ) (8.3 ) — (136.8 ) (4.0 ) (140.8 ) Operating earnings (loss) $ 241.2 $ 149.8 $ 181.8 $ 34.1 $ — $ 606.9 $ (123.5 ) $ 483.4 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) | 16. Accumulated Other Comprehensive Income (Loss) AOCI activity for the nine months ended September 30, 2015 is as follows: (in millions) Cumulative Derivative Accrued Benefit AOCI AOCI balance at December 31, 2014 $ (139.5 ) $ 13.4 $ (54.6 ) $ (180.7 ) AOCI activity, net of tax: OCI excluding reclassifications (154.0 ) 11.2 0.7 (142.1 ) Reclassifications to earnings — (14.0 ) 3.2 (10.8 ) Subtotal OCI, net of tax (154.0 ) (2.8 ) 3.9 (152.9 ) AOCI balance at September 30, 2015 $ (293.5 ) $ 10.6 $ (50.7 ) $ (333.6 ) For the three and nine months ended September 30, 2015 and 2014, reclassifications from AOCI to the results of operations for the Company’s pension and postretirement benefit plans were an expense of $1.7 and $1.3, respectively, and $5.0 and $3.6, respectively, and primarily represent the amortization of net actuarial losses (see Note 13). For the three and nine months ended September 30, 2015 and 2014, reclassifications from AOCI to the results of operations for the Company’s derivative financial instruments for effective cash flow hedges were income of $7.4 and $1.1, respectively, and $26.0 and $5.3, respectively (see Note 8). The income tax (provision) benefit allocated to the components of OCI for the three and nine months ended September 30, 2015 and 2014 is as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2015 2014 2015 2014 Cumulative translation adjustment $ — $ — $ (8.7 ) $ — Derivative financial instruments (0.5 ) (6.0 ) 2.4 (2.9 ) Accrued benefit cost (0.6 ) (0.7 ) (2.1 ) (1.5 ) Unrealized gain on investment — 1.5 — — Income tax (provision) benefit related to OCI $ (1.1 ) $ (5.2 ) $ (8.4 ) $ (4.4 ) |
Condensed Consolidating Financi
Condensed Consolidating Financial Data | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Consolidating Financial Data | 17. Condensed Consolidating Financial Data The Company provides condensed consolidating financial data for its subsidiaries that are guarantors of its registered public debt. The Company’s 6 1 8 Condensed Consolidating Results of Operations Three months ended September 30, 2015 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 1,560.9 $ 938.6 $ (243.2 ) $ 2,256.3 Cost of sales — 1,101.6 704.4 (243.2 ) 1,562.8 Gross profit — 459.3 234.2 — 693.5 Selling, general and administrative expenses 32.6 211.7 199.0 — 443.3 Restructuring costs, net — — 0.5 — 0.5 Operating earnings (loss) (32.6 ) 247.6 34.7 — 249.7 Interest expense, net 36.3 16.5 4.4 — 57.2 Income (loss) before taxes and equity earnings of subsidiaries (68.9 ) 231.1 30.3 — 192.5 Income tax provision (benefit) (26.0 ) 87.4 10.9 — 72.3 Equity earnings of subsidiaries 163.1 24.8 — (187.9 ) — Net income (loss) 120.2 168.5 19.4 (187.9 ) 120.2 Other comprehensive income (loss), net of tax (71.8 ) (56.9 ) (69.8 ) 126.7 (71.8 ) Comprehensive income (loss) $ 48.4 $ 111.6 $ (50.4 ) $ (61.2 ) $ 48.4 Three months ended September 30, 2014 (in millions) Parent Guarantor Non- Eliminations Consolidated Net sales $ — $ 1,487.7 $ 873.8 $ (219.3 ) $ 2,142.2 Cost of sales — 1,057.5 630.7 (219.3 ) 1,468.9 Gross profit — 430.2 243.1 — 673.3 Selling, general and administrative expenses 28.6 268.6 145.5 — 442.7 Restructuring costs, net — — 0.5 — 0.5 Operating earnings (loss) (28.6 ) 161.6 97.1 — 230.1 Interest expense, net 33.7 16.6 2.4 — 52.7 Income (loss) before taxes and equity earnings of subsidiaries (62.3 ) 145.0 94.7 — 177.4 Income tax provision (benefit) (23.5 ) 54.9 37.4 — 68.8 Equity earnings of subsidiaries 147.4 50.9 — (198.3 ) — Net income (loss) 108.6 141.0 57.3 (198.3 ) 108.6 Other comprehensive income (loss), net of tax (53.5 ) (92.7 ) (112.3 ) 205.0 (53.5 ) Comprehensive income (loss) $ 55.1 $ 48.3 $ (55.0 ) $ 6.7 $ 55.1 Nine months ended September 30, 2015 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 4,245.0 $ 2,375.4 $ (626.9 ) $ 5,993.5 Cost of sales — 3,045.5 1,773.4 (626.9 ) 4,192.0 Gross profit — 1,199.5 602.0 — 1,801.5 Selling, general and administrative expenses 118.3 774.5 495.2 — 1,388.0 Restructuring costs, net 2.0 1.5 1.5 — 5.0 Operating earnings (loss) (120.3 ) 423.5 105.3 — 408.5 Interest expense, net 104.1 49.0 8.9 — 162.0 Income (loss) before taxes and equity earnings of subsidiaries (224.4 ) 374.5 96.4 — 246.5 Income tax provision (benefit) (84.9 ) 141.7 39.1 — 95.9 Equity earnings of subsidiaries 290.1 57.4 — (347.5 ) — Net income (loss) 150.6 290.2 57.3 (347.5 ) 150.6 Other comprehensive income (loss), net of tax (152.9 ) (95.3 ) (132.3 ) 227.6 (152.9 ) Comprehensive income (loss) $ (2.3 ) $ 194.9 $ (75.0 ) $ (119.9 ) $ (2.3 ) Nine months ended September 30, 2014 (in millions) Parent Guarantor Non- Eliminations Consolidated Net sales $ — $ 4,037.9 $ 2,428.4 $ (617.2 ) $ 5,849.1 Cost of sales — 2,914.9 1,761.7 (617.2 ) 4,059.4 Gross profit — 1,123.0 666.7 — 1,789.7 Selling, general and administrative expenses 93.4 774.2 435.6 — 1,303.2 Restructuring costs, net — — 3.1 — 3.1 Operating earnings (loss) (93.4 ) 348.8 228.0 — 483.4 Interest expense, net 104.3 49.1 6.2 — 159.6 Loss on early extinguishment of debt 54.4 — — — 54.4 Income (loss) before taxes and equity earnings of subsidiaries (252.1 ) 299.7 221.8 — 269.4 Income tax provision (benefit) (94.8 ) 113.4 86.4 — 105.0 Equity earnings of subsidiaries 321.7 112.7 — (434.4 ) — Net income (loss) 164.4 299.0 135.4 (434.4 ) 164.4 Other comprehensive income (loss), net of tax (50.3 ) (86.0 ) (106.2 ) 192.2 (50.3 ) Comprehensive income (loss) $ 114.1 $ 213.0 $ 29.2 $ (242.2 ) $ 114.1 Condensed Consolidating Balance Sheets As of September 30, 2015 (in millions) Parent Guarantor Subsidiaries Non- Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ 709.5 $ 4.3 $ 381.7 $ — $ 1,095.5 Accounts receivable — 4.1 1,445.9 — 1,450.0 Inventories — 1,245.7 838.8 — 2,084.5 Other current assets 32.9 264.1 132.9 — 429.9 Total current assets 742.4 1,518.2 2,799.3 — 5,059.9 Property, plant and equipment, net 52.2 470.8 419.2 — 942.2 Goodwill — 2,572.2 959.6 — 3,531.8 Intangibles, net — 2,338.8 830.4 — 3,169.2 Intercompany receivables 4,369.6 3,560.8 3,159.4 (11,089.8 ) — Investment in subsidiaries 8,160.3 1,983.7 — (10,144.0 ) — Other non-current assets 59.3 26.6 86.5 — 172.4 Total assets $ 13,383.8 $ 12,471.1 $ 8,254.4 $ (21,233.8 ) $ 12,875.5 Liabilities and stockholders’ equity Short-term debt and current portion of long-term debt $ 56.1 $ 1.5 $ 487.4 $ — $ 545.0 Accounts payable 4.8 491.8 297.0 — 793.6 Other current liabilities 132.9 281.4 281.7 — 696.0 Total current liabilities 193.8 774.7 1,066.1 — 2,034.6 Long-term debt 5,302.0 3.2 7.9 — 5,313.1 Intercompany payables 3,947.2 3,091.3 4,051.3 (11,089.8 ) — Deferred taxes on income 116.0 1,031.1 306.9 — 1,454.0 Other non-current liabilities 244.6 141.1 107.9 — 493.6 Total stockholders’ equity 3,580.2 7,429.7 2,714.3 (10,144.0 ) 3,580.2 Total liabilities and stockholders’ equity $ 13,383.8 $ 12,471.1 $ 8,254.4 $ (21,233.8 ) $ 12,875.5 As of December 31, 2014 (in millions) Parent Guarantor Non- Guarantor Eliminations Consolidated Assets Cash and cash equivalents $ 728.8 $ 9.3 $ 426.7 $ — $ 1,164.8 Accounts receivable — 1.2 1,276.7 — 1,277.9 Inventories — 919.4 585.3 — 1,504.7 Other current assets 38.3 161.7 170.6 — 370.6 Total current assets 767.1 1,091.6 2,459.3 — 4,318.0 Property, plant and equipment, net 47.0 456.5 346.4 — 849.9 Goodwill — 2,572.0 308.2 — 2,880.2 Intangibles, net — 2,350.7 247.8 — 2,598.5 Intercompany receivables 4,641.2 4,758.6 4,547.7 (13,947.5 ) — Investment in subsidiaries 7,111.3 2,029.1 — (9,140.4 ) — Other non-current assets 56.4 26.9 69.4 — 152.7 Total assets $ 12,623.0 $ 13,285.4 $ 7,978.8 $ (23,087.9 ) $ 10,799.3 Liabilities and stockholders’ equity Short-term debt and current portion of long-term debt $ 47.0 $ 1.6 $ 546.3 $ — $ 594.9 Accounts payable 8.7 529.8 271.4 — 809.9 Other current liabilities 63.6 337.4 271.4 — 672.4 Total current liabilities 119.3 868.8 1,089.1 — 2,077.2 Long-term debt 4,442.0 4.2 17.8 — 4,464.0 Intercompany payables 5,197.4 4,044.0 4,706.1 (13,947.5 ) — Deferred taxes on income 100.4 1,039.3 82.4 — 1,222.1 Other non-current liabilities 154.6 160.5 111.6 — 426.7 Total stockholders’ equity 2,609.3 7,168.6 1,971.8 (9,140.4 ) 2,609.3 Total liabilities and stockholders’ equity $ 12,623.0 $ 13,285.4 $ 7,978.8 $ (23,087.9 ) $ 10,799.3 Condensed Consolidating Statements of Cash Flows Nine months ended September 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities, net $ (71.6 ) $ 10.7 $ (168.5 ) $ — $ (229.4 ) Financing activities: Net change in short-term debt — (0.5 ) (65.4 ) — (65.9 ) (Payments on) proceeds from intercompany transactions (332.3 ) 96.6 240.3 (4.6 ) — Proceeds from issuance of long-term debt 896.8 — 2.0 — 898.8 Payments on long-term debt (36.0 ) (0.6 ) (0.6 ) — (37.2 ) Issuance (repurchase) of common stock, net 897.7 — — — 897.7 Excess tax benefits from stock-based compensation 21.8 — — — 21.8 Other (7.5 ) (0.4 ) (5.5 ) — (13.4 ) Net cash provided by (used in) financing activities 1,440.5 95.1 170.8 (4.6 ) 1,701.8 Investing activities: Additions to property, plant and equipment (10.0 ) (97.2 ) (39.3 ) — (146.5 ) Acquisition of businesses, net of cash acquired (1,378.2 ) (7.1 ) (8.6 ) — (1,393.9 ) Intercompany investing activities, net — (4.6 ) — 4.6 — Other — (1.9 ) 42.9 — 41.0 Net cash provided by (used in) investing activities (1,388.2 ) (110.8 ) (5.0 ) 4.6 (1,499.4 ) Effect of exchange rate changes on cash — — (42.3 ) — (42.3 ) Net decrease in cash and cash equivalents (19.3 ) (5.0 ) (45.0 ) — (69.3 ) Cash and cash equivalents at beginning of year 728.8 9.3 426.7 — 1,164.8 Cash and cash equivalents at end of year $ 709.5 $ 4.3 $ 381.7 $ — $ 1,095.5 Nine months ended September 30, 2014 (in millions) Parent Guarantor Non- Guarantor Eliminations Consolidated Net cash provided by (used in) operating activities, net $ (173.5 ) $ 204.8 $ (76.1 ) $ (5.1 ) $ (49.9 ) Financing activities: Net change in short-term debt — — 52.7 — 52.7 (Payments on) proceeds from intercompany transactions (409.0 ) 249.2 154.7 5.1 — Proceeds from issuance of long-term debt 1,092.5 1.6 10.7 — 1,104.8 Payments on long-term debt (588.0 ) (1.0 ) (0.6 ) — (589.6 ) Issuance (repurchase) of common stock, net (269.5 ) — — — (269.5 ) Excess tax benefits from stock-based compensation 35.2 — — — 35.2 Other (18.1 ) (7.6 ) (0.6 ) — (26.3 ) Net cash provided by (used in) financing activities (156.9 ) 242.2 216.9 5.1 307.3 Investing activities: Additions to property, plant and equipment (3.2 ) (94.7 ) (51.3 ) — (149.2 ) Acquisition of businesses, net of cash acquired — (340.4 ) (177.3 ) — (517.7 ) Other — (1.0 ) 4.5 — 3.5 Net cash used in investing activities (3.2 ) (436.1 ) (224.1 ) — (663.4 ) Effect of exchange rate changes on cash — — (16.2 ) — (16.2 ) Net decrease in cash and cash equivalents (333.6 ) 10.9 (99.5 ) — (422.2 ) Cash and cash equivalents at beginning of year 630.8 13.5 484.2 — 1,128.5 Cash and cash equivalents at end of year $ 297.2 $ 24.4 $ 384.7 $ — $ 706.3 The amounts reflected as proceeds (payments) from (to) intercompany transactions represent cash flows originating from transactions conducted between Guarantor Subsidiaries, Non-Guarantor Subsidiaries and Parent in the normal course of business operations. |
Basis of Presentation and Sig24
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements of Jarden Corporation and its subsidiaries (hereinafter referred to as the “Company” or “Jarden”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all adjustments that are, in the opinion of management, normal, recurring and necessary for a fair presentation of the results for the interim period. The Condensed Consolidated Balance Sheet at December 31, 2014 has been derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the related notes thereto included in the Company’s latest Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Certain reclassifications have been made in the Company’s financial statements of the prior year to conform to the current year presentation. These reclassifications have no impact on previously reported net income. |
Stock Split | Stock Split On November 24, 2014, the Company consummated a 3-for-2 stock split in the form of a stock dividend of one additional share of common stock for every two shares of common stock. The Company retained the current par value of $0.01 per share for all shares of common stock. All references to the number of shares outstanding, issued shares, per share amounts and restricted stock and stock option data of the Company’s shares of common stock have been restated to reflect the effect of the stock split for all periods presented in the Company’s accompanying consolidated financial statements and footnotes thereto. |
Supplemental Information | Supplemental Information Stock-based compensation (income)/expense, which are included in selling, general and administrative expenses (“SG&A”), was $7.0 and ($0.3) for the three months ended September 30, 2015 and 2014, respectively, and $48.2 and $40.7 for the nine months ended September 30, 2015 and 2014, respectively. Interest expense is net of interest income of $0.6 and $1.6 for the three months ended September 30, 2015 and 2014, respectively, and $1.8 and $4.4, for the nine months ended September 30, 2015 and 2014, respectively. |
Venezuela Operations | Venezuela Operations Prior to March 31, 2015, the Company included the results of its Venezuelan operations in the consolidated financial statements using the consolidation method of accounting. Venezuelan exchange control regulations have become increasingly restrictive and have resulted in an other-than-temporary lack of exchangeability between the Venezuelan bolivar and U.S. dollar, and have restricted our Venezuelan operations’ ability to pay obligations denominated in U.S. dollars, as well as pay dividends. These exchange regulations, combined with certain Venezuelan regulations, limit the Company’s ability to rationalize its manufacturing platform to a level that would allow the Company to maintain a sustainable production level that is commensurate with the declining demand resulting from the deteriorating macroeconomic conditions in Venezuela. Furthermore, the Venezuelan government imposes price restrictions that prohibit the Company from pricing its products at acceptable levels. As such, effective March 31, 2015, the Company began reporting the results of its Venezuelan operations using the cost method of accounting. As a result, during the three months ended March 31, 2015, the Company recorded charges of $60.6 related to the deconsolidation of the Company’s subsidiaries operating in Venezuela (the “Venezuela-related charges”) that include in part, charges for the remeasurement of net monetary assets and the impairment of long-lived assets (discussed hereafter). The Venezuela-related charges are recorded in SG&A. On February 10, 2015, the Venezuelan government established a new foreign exchange system, the Marginal Currency System (“SIMADI”). Furthermore, in February 2015 shortly after establishment of SIMADI, the SICAD-II program was eliminated. As such, the Company determined it would be most appropriate to remeasure the net monetary assets of the Company’s subsidiaries operating in Venezuela at the SIMADI exchange rate, as this was the Company’s expected settlement rate. The SIMADI exchange rate was approximately 193 Bolivars per U.S. dollar at March 31, 2015. As such, due to the change to the SIMADI exchange rate, during the three months ended March 31, 2015, the Company recorded a foreign exchange-related charge of $13.0 related to the write-down of net monetary assets due to this remeasurement. This charge is included in the aforementioned Venezuela-related charges. Furthermore, as a result of the continued foreign exchange restrictions, combined with the unfavorable macroeconomic conditions in Venezuela, the Company recorded a $37.3 impairment charge on property, plant and equipment that were previously recorded at historical cost. This charge is included in the aforementioned Venezuela-related charges. Up until December 31, 2014, the financial statements of the Company’s subsidiaries operating in Venezuela were remeasured at and reflected in the Company’s consolidated financial statements at the CENCOEX official exchange rate of 6.30 Bolivars per U.S. dollar. Due to the evolving foreign exchange control environment in Venezuela and additional experience with the various foreign exchange mechanisms, as of December 31, 2014, the Company determined it would be most appropriate to remeasure the financial statements of the Company’s subsidiaries operating in Venezuela at the SICAD-II exchange rate of 50.0 Bolivars per U.S. dollar. |
New Accounting Guidance | New Accounting Guidance In May 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient and remove certain related disclosure requirements. ASU 2015-07 is effective for annual periods and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. Since ASU 2015-07 only modifies existing disclosures, the adoption of ASU 2015-07 will not affect the consolidated financial position, results of operations or cash flows of the Company. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU No. 2015-03 changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability rather than as an asset. ASU 2015-03 is effective for annual periods and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company does not expect the provisions of ASU 2015-03 to have a material effect on its consolidated financial position, results of operations or cash flows. In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09, which supersedes the most current revenue recognition guidance, is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration that an entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 also requires certain disclosures that enable users of the financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date” (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year. As such, ASU 2014-09 is effective for annual reporting periods, including interim periods within that reporting period, beginning after December 15, 2017. Earlier adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is assessing the impact that the provisions of ASU 2014-09 will have on the consolidated financial position, results of operations and cash flows of the Company. |
Adoption of New Accounting Guidance | Adoption of New Accounting Guidance In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). ASU 2014-08 establishes criteria for determining which disposals qualify as discontinued operations and also establishes disclosure requirements for both discontinued operations and material disposals that do not meet the definition of discontinued operations. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014. The adoption of the provisions of ASU 2014-08 did not have a material effect on the consolidated financial position, results of operations or cash flows of the Company. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Purchase Price Allocation of Assets Acquired and Liabilities Assumed | The Company’s preliminary fair valuation of assets acquired and liabilities assumed, which is subject to further refinement, is based on all available information, including, in part, certain preliminary valuations and other analyses. Based on this preliminary fair valuation, the purchase price is allocated as follows: Preliminary Purchase Price Allocation (in millions): Preliminary value assigned: Accounts receivable $ 83.5 Inventories 141.2 Other current assets 19.8 Property, plant and equipment 139.6 Intangible assets 615.0 Goodwill 668.1 Other assets 2.4 Accounts payable (36.6 ) Other current liabilities (78.1 ) Long-term debt (627.3 ) Non-current deferred tax liability (234.7 ) Total purchase price, net of cash acquired $ 692.9 |
Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information presents the combined results of operations of the Company and Waddington for the three and nine months ended September 30, 2015 and 2014 as if the Waddington Acquisition had occurred on January 1, 2014. The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial condition that would have been reported had the Waddington Acquisition been completed as of January 1, 2014 and should not be taken as indicative of the Company’s future consolidated results of operations or financial condition. Pro forma adjustments are tax-effected at the Company’s estimated statutory tax rates. Three months ended September 30 Nine months ended September 30, (in millions, except per share data) 2015 2014 2015 2014 Net sales $ 2,328.3 $ 2,315.7 $ 6,421.1 $ 6,330.1 Net income 112.3 112.7 147.8 144.6 Earnings per share: Basic $ 0.55 $ 0.56 $ 0.72 $ 0.71 Diluted $ 0.52 $ 0.55 $ 0.69 $ 0.70 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventories | Inventories are comprised of the following at September 30, 2015 and December 31, 2014: (in millions) September 30, December 31, Raw materials and supplies $ 312.5 $ 250.0 Work-in-process 92.6 71.0 Finished goods 1,679.4 1,183.7 Total inventories $ 2,084.5 $ 1,504.7 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property Plant and Equipment Net | Property, plant and equipment, net, is comprised of the following at September 30, 2015 and December 31, 2014: (in millions) September 30, December 31, Land $ 56.5 $ 62.5 Buildings 465.5 460.1 Machinery and equipment 1,504.4 1,311.4 Construction-in-progress 93.9 98.8 2,120.3 1,932.8 Less: Accumulated depreciation (1,178.1 ) (1,082.9 ) Total property, plant and equipment, net $ 942.2 $ 849.9 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill Activity | Goodwill activity for the nine months ended September 30, 2015 is as follows: Net Book Foreign September 30, 2015 (in millions) Value at December 31, 2014 Additions Exchange and Other Adjustments Gross Carrying Amount Accumulated Impairment Charges Net Book Value Goodwill Branded Consumables $ 1,385.1 $ 668.1 $ (3.8 ) $ 2,272.6 $ (223.2 ) $ 2,049.4 Consumer Solutions 757.7 — (15.6 ) 742.1 — 742.1 Outdoor Solutions 715.7 $ 10.0 (7.1 ) 737.1 (18.5 ) $ 718.6 Process Solutions 21.7 — — 21.7 — 21.7 $ 2,880.2 $ 678.1 $ (26.5 ) $ 3,773.5 $ (241.7 ) $ 3,531.8 |
Intangibles Activity | Intangibles activity for the nine months ended September 30, 2015 is as follows: (in millions) Gross Carrying Amount at December 31, 2014 Additions Accumulated Amortization and Foreign Exchange Net Book Value at September 30, 2015 Amortization Periods (years) Intangibles Patents $ 9.3 $ — $ (5.2 ) $ 4.1 12-30 Manufacturing process and expertise 65.2 10.0 (49.1 ) 26.1 3-7 Brand names 23.3 2.5 (13.5 ) 12.3 4-20 Customer relationships and distributor channels 549.6 561.3 (138.4 ) 972.5 10-35 Trademarks and tradenames 2,131.7 55.0 (32.5 ) 2,154.2 indefinite $ 2,779.1 $ 628.8 $ (238.7 ) $ 3,169.2 |
Warranty Reserve (Tables)
Warranty Reserve (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Warranty Reserve Activity | The warranty reserve activity for the nine months ended September 30, 2015 is as follows: (in millions) 2015 Warranty reserve at January 1, $ 96.8 Provision for warranties issued 99.1 Warranty claims paid (102.2 ) Acquisitions and other adjustments (1.9 ) Warranty reserve at September 30, $ 91.8 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt | Debt is comprised of the following at September 30, 2015 and December 31, 2014: (in millions) September 30, 2015 December 31, Senior Secured Credit Facility Term Loans $ 2,884.2 $ 2,024.6 6 1 8 300.0 300.0 3 3 4 331.6 357.9 7 1 2 655.2 650.6 1 7 8 455.9 445.8 1 1 2 231.9 226.0 1 1 8 497.3 484.1 Securitization Facility 444.7 479.3 Non-U.S. borrowings 48.2 83.2 Other 9.1 7.4 Total debt 5,858.1 5,058.9 Less: current portion (545.0 ) (594.9 ) Total long-term debt $ 5,313.1 $ 4,464.0 (a) Collectively, the “Senior Notes.” (b) The “Senior Subordinated Notes.” (c) Collectively, the “Senior Subordinated Convertible Notes.” |
Derivative and Other Hedging 31
Derivative and Other Hedging Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value of Derivative Financial Instruments | The following table presents the fair value of derivative financial instruments as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Fair Value of Derivatives Fair Value of Derivatives (in millions) Asset (a) Liability (a) Asset (a) Liability (a) Derivatives designated as effective hedges: Cash flow hedges: Interest rate swaps $ — $ 11.0 $ 0.6 $ 7.2 Foreign currency contracts 25.1 5.8 25.9 3.8 Fair value hedges: Interest rate swaps 3.3 — — 2.2 Subtotal 28.4 16.8 26.5 13.2 Derivatives not designated as effective hedges: Foreign currency contracts 8.3 5.4 2.8 1.3 Commodity contracts — 9.4 — 9.0 Subtotal 8.3 14.8 2.8 10.3 Total $ 36.7 $ 31.6 $ 29.3 $ 23.5 (a) Consolidated balance sheet location: Asset: Other current and non-current assets Liability: Other current and non-current liabilities |
Gain and Loss Activity Related to Derivative Financial Instruments Designated as Effective Hedges | The following table presents gain and loss activity (on a pretax basis) for the three and nine months ended September 30, 2015 and 2014 related to derivative financial instruments designated as effective hedges: Three months ended September 30, 2015 Three months ended September 30, 2014 Gain/(Loss) Gain/(Loss) (in millions) Recognized in OCI (a) (effective portion) Reclassified from AOCI to Income Recognized in Income (b) Recognized in OCI (a) (effective portion) Reclassified from AOCI to Income Recognized in Income (b) Derivatives designated as effective hedges: Cash flow hedges: Interest rate swaps $ (2.9 ) $ — $ — $ 2.8 $ — $ — Foreign currency contracts 15.8 7.4 (1.2 ) 16.0 1.1 1.0 Total $ 12.9 7.4 $ (1.2 ) $ 18.8 $ 1.1 $ 1.0 Location of gain/(loss) in the consolidated results of operations: Net sales $ (0.1 ) $ — $ 0.5 $ — Cost of sales 7.5 — 0.6 — SG&A — (1.2 ) — 1.0 Total $ 7.4 $ (1.2 ) $ 1.1 $ 1.0 Nine months ended September 30, 2015 Nine months ended September 30, 2014 Gain/(Loss) Gain/(Loss) (in millions) Recognized Reclassified from AOCI to Income Recognized in Income (b) Recognized in OCI (a) (effective portion) Reclassified from AOCI to Income Recognized in Income (b) Derivatives designated as effective hedges: Cash flow hedges: Interest rate swaps $ (4.4 ) $ — $ — $ (0.7 ) $ — $ — Foreign currency contracts 25.2 26.0 (4.7 ) 13.7 5.3 (2.9 ) Total $ 20.8 $ 26.0 $ (4.7 ) $ 13.0 $ 5.3 $ (2.9 ) Location of gain/(loss) in the consolidated results of operations: Net sales $ 0.7 $ — $ 1.5 $ — Cost of sales 25.3 — 3.8 — SG&A — (4.7 ) — (2.9 ) Total $ 26.0 $ (4.7 ) $ 5.3 $ (2.9 ) (a) Represents effective portion recognized in Other Comprehensive Income (Loss) (“OCI”). (b) Represents portion excluded from effectiveness testing. |
Gain and Loss Activity Related to Derivative Financial Instruments Not Designated as Effective Hedges | The following table presents gain and loss activity (on a pretax basis) for the three and nine months ended September 30, 2015 and 2014 related to derivative financial instruments not designated as effective hedges: Gain/(Loss) Recognized in Income (a) Three months ended September 30, Nine months ended September 30, (in millions) 2015 2014 2015 2014 Derivatives not designated as effective hedges: Cash flow hedges: Foreign currency contracts $ 4.3 $ 6.9 $ 9.5 $ 0.5 Commodity contracts (8.2 ) (1.1 ) (7.5 ) (0.2 ) Total $ (3.9 ) $ 5.8 $ 2.0 $ 0.3 (a) Classified in SG&A. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Fair Value Asset (Liability) Fair Value Asset (Liability) (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivatives: Assets $ — $ 36.7 $ — $ 36.7 $ — $ 29.3 $ — $ 29.3 Liabilities — (31.6 ) — (31.6 ) — (23.5 ) — (23.5 ) Available-for-sale securities — — — — — 1.5 — 1.5 Contingent consideration — — (28.8 ) (28.8 ) — — (32.6 ) (32.6 ) |
Changes in Fair Value of Contingent Consideration Obligations | Changes in the fair value of the contingent consideration obligations for the nine months ended September 30, 2015 were as follows: (in millions) 2015 Contingent consideration at January 1, $ 32.6 Acquisitions 8.1 Payments (6.1 ) Adjustments and foreign exchange (5.8 ) Contingent consideration at September 30, $ 28.8 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Computations of Weighted Average Shares Outstanding | The computations of the weighted average shares outstanding for the three and nine months ended September 30, 2015 and 2014 are as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2015 2014 2015 2014 Weighted average shares outstanding: Basic 200.1 184.3 190.6 185.6 Dilutive share-based awards 0.2 0.3 0.3 0.7 Convertible debt 9.0 3.1 8.6 3.2 Diluted 209.3 187.7 199.5 189.5 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Components of Net Periodic Pension and Postretirement Benefit Expense | The components of pension and postretirement benefit expense for the three and nine months ended September 30, 2015 and 2014 are as follows: Pension Benefits Three months ended September 30, 2015 2014 (in millions) Domestic Foreign Total Domestic Foreign Total Service cost $ — $ 0.5 $ 0.5 $ — $ 0.5 $ 0.5 Interest cost 2.9 0.3 3.2 3.6 0.6 4.2 Expected return on plan assets (4.1 ) (0.3 ) (4.4 ) (4.4 ) (0.3 ) (4.7 ) Amortization, net 1.5 0.3 1.8 1.3 0.1 1.4 Net periodic expense 0.3 0.8 1.1 0.5 0.9 1.4 Curtailments and settlements — 0.3 0.3 — — — Total Pension Cost $ 0.3 $ 1.1 $ 1.4 $ 0.5 $ 0.9 $ 1.4 Nine months ended September 30, 2015 2014 (in millions) Domestic Foreign Total Domestic Foreign Total Service cost $ — $ 1.7 $ 1.7 $ — $ 1.6 $ 1.6 Interest cost 8.7 1.1 9.8 10.9 1.8 12.7 Expected return on plan assets (12.3 ) (0.9 ) (13.2 ) (13.1 ) (1.0 ) (14.1 ) Amortization, net 4.3 0.9 5.2 3.7 0.3 4.0 Net periodic expense 0.7 2.8 3.5 1.5 2.7 4.2 Curtailments and settlements — 0.3 0.3 — — — Total Pension Cost $ 0.7 $ 3.1 $ 3.8 $ 1.5 $ 2.7 $ 4.2 Postretirement Benefits Three months ended Nine months ended (in millions) 2015 2014 2015 2014 Interest cost $ 0.1 $ — $ 0.2 $ 0.2 Amortization, net (0.1 ) (0.1 ) (0.2 ) (0.4 ) Net periodic expense $ — $ (0.1 ) $ — $ (0.2 ) |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accrued Restructuring Costs Activity | Details and the activity related to accrued restructuring costs as of and for the nine months ended September 30, 2015 are as follows: (in millions) Accrual Balance at December 31, 2014 Restructuring Costs, net Payments Foreign Currency and Other Accrual Balance at September 30, Severance and other employee-related $ 5.4 $ 1.2 $ (4.3 ) $ (0.5 ) $ 1.8 Other costs 5.4 3.8 (4.1 ) (0.1 ) 5.0 Total $ 10.8 $ 5.0 $ (8.4 ) $ (0.6 ) $ 6.8 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Information | Segment information as of and for the three and nine months ended September 30, 2015 and 2014 is as follows: Three months ended September 30, 2015 (in millions) Branded Consumables Consumer Solutions Outdoor Solutions Process Solutions Intercompany Eliminations Total Operating Segments Corporate/ Unallocated Consolidated Net sales $ 910.5 $ 602.4 $ 654.5 $ 114.2 $ (25.3 ) $ 2,256.3 $ — $ 2,256.3 Segment earnings (loss) 173.7 98.3 88.9 15.1 — 376.0 (27.7 ) 348.3 Adjustments to reconcile to reported operating earnings (loss): Fair market value adjustment to inventory (18.2 ) — (2.5 ) — — (20.7 ) — (20.7 ) Restructuring costs, net (0.5 ) — — — — (0.5 ) — (0.5 ) Acquisition-related and other costs (4.9 ) 0.7 (5.9 ) — — (10.1 ) (5.5 ) (15.6 ) Depreciation and amortization (34.1 ) (9.4 ) (13.5 ) (3.0 ) — (60.0 ) (1.8 ) (61.8 ) Operating earnings (loss) $ 116.0 $ 89.6 $ 67.0 $ 12.1 $ — $ 284.7 $ (35.0 ) $ 249.7 Other segment data Total assets $ 6,067.4 $ 2,644.5 $ 2,903.0 $ 205.9 $ — $ 11,820.8 $ 1,054.7 $ 12,875.5 Three months ended September 30, 2014 (in millions) Branded Consumer Outdoor Process Intercompany Eliminations Total Corporate/ Consolidated Net sales $ 768.0 $ 612.4 $ 679.1 $ 104.9 $ (22.2 ) $ 2,142.2 $ — $ 2,142.2 Segment earnings (loss) 135.1 98.1 87.7 11.8 — 332.7 (24.3 ) 308.4 Adjustments to reconcile to reported operating earnings (loss): Fair market value adjustment to inventory (1.5 ) (10.8 ) — — — (12.3 ) — (12.3 ) Restructuring costs, net — (0.5 ) — — — (0.5 ) — (0.5 ) Acquisition-related and other costs (2.7 ) (0.1 ) (7.1 ) — — (9.9 ) (4.2 ) (14.1 ) Venezuela-related charges — — — — — — (3.3 ) (3.3 ) Depreciation and amortization (21.9 ) (8.0 ) (14.2 ) (2.7 ) — (46.8 ) (1.3 ) (48.1 ) Operating earnings (loss) $ 109.0 $ 78.7 $ 66.4 $ 9.1 $ — $ 263.2 $ (33.1 ) $ 230.1 Nine months ended September 30, 2015 (in millions) Branded Consumer Outdoor Process Intercompany Eliminations Total Corporate/ Consolidated Net sales $ 2,233.1 $ 1,455.2 $ 2,032.7 $ 342.9 $ (70.4 ) $ 5,993.5 $ — $ 5,993.5 Segment earnings (loss) 364.2 192.6 214.2 45.9 — 816.9 (110.9 ) 706.0 Adjustments to reconcile to reported operating earnings (loss): Fair market value adjustment to inventory (18.2 ) — (2.5 ) — — (20.7 ) — (20.7 ) Restructuring costs, net (3.0 ) — — — — (3.0 ) (2.0 ) (5.0 ) Acquisition-related and other costs (14.8 ) (8.5 ) (20.6 ) — — (43.9 ) (8.5 ) (52.4 ) Venezuela-related charges — — — — — — (60.6 ) (60.6 ) Depreciation and amortization (75.9 ) (28.4 ) (40.8 ) (8.8 ) — (153.9 ) (4.9 ) (158.8 ) Operating earnings (loss) $ 252.3 $ 155.7 $ 150.3 $ 37.1 $ — $ 595.4 $ (186.9 ) $ 408.5 Nine months ended September 30, 2014 (in millions) Branded Consumables Consumer Solutions Outdoor Solutions Process Solutions Intercompany Eliminations Total Operating Segments Corporate/ Unallocated Consolidated Net sales $ 2,074.2 $ 1,402.0 $ 2,118.1 $ 319.0 $ (64.2 ) $ 5,849.1 $ — $ 5,849.1 Segment earnings (loss) 315.6 189.9 243.2 42.4 — 791.1 (97.9 ) 693.2 Adjustments to reconcile to reported operating earnings (loss): Fair market value adjustment to inventory (1.5 ) (12.1 ) — — — (13.6 ) — (13.6 ) Restructuring costs, net — (1.5 ) (1.6 ) — — (3.1 ) — (3.1 ) Acquisition-related and other costs (9.1 ) (4.1 ) (17.5 ) — — (30.7 ) (4.7 ) (35.4 ) Venezuela-related charges — — — — — — (16.9 ) (16.9 ) Depreciation and amortization (63.8 ) (22.4 ) (42.3 ) (8.3 ) — (136.8 ) (4.0 ) (140.8 ) Operating earnings (loss) $ 241.2 $ 149.8 $ 181.8 $ 34.1 $ — $ 606.9 $ (123.5 ) $ 483.4 |
Accumulated Other Comprehensi37
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income Activity | AOCI activity for the nine months ended September 30, 2015 is as follows: (in millions) Cumulative Derivative Accrued Benefit AOCI AOCI balance at December 31, 2014 $ (139.5 ) $ 13.4 $ (54.6 ) $ (180.7 ) AOCI activity, net of tax: OCI excluding reclassifications (154.0 ) 11.2 0.7 (142.1 ) Reclassifications to earnings — (14.0 ) 3.2 (10.8 ) Subtotal OCI, net of tax (154.0 ) (2.8 ) 3.9 (152.9 ) AOCI balance at September 30, 2015 $ (293.5 ) $ 10.6 $ (50.7 ) $ (333.6 ) |
Income Tax (Provision) Benefit Allocated to Components of Other Comprehensive Income | The income tax (provision) benefit allocated to the components of OCI for the three and nine months ended September 30, 2015 and 2014 is as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2015 2014 2015 2014 Cumulative translation adjustment $ — $ — $ (8.7 ) $ — Derivative financial instruments (0.5 ) (6.0 ) 2.4 (2.9 ) Accrued benefit cost (0.6 ) (0.7 ) (2.1 ) (1.5 ) Unrealized gain on investment — 1.5 — — Income tax (provision) benefit related to OCI $ (1.1 ) $ (5.2 ) $ (8.4 ) $ (4.4 ) |
Condensed Consolidating Finan38
Condensed Consolidating Financial Data (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Consolidating Results of Operations | Condensed Consolidating Results of Operations Three months ended September 30, 2015 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 1,560.9 $ 938.6 $ (243.2 ) $ 2,256.3 Cost of sales — 1,101.6 704.4 (243.2 ) 1,562.8 Gross profit — 459.3 234.2 — 693.5 Selling, general and administrative expenses 32.6 211.7 199.0 — 443.3 Restructuring costs, net — — 0.5 — 0.5 Operating earnings (loss) (32.6 ) 247.6 34.7 — 249.7 Interest expense, net 36.3 16.5 4.4 — 57.2 Income (loss) before taxes and equity earnings of subsidiaries (68.9 ) 231.1 30.3 — 192.5 Income tax provision (benefit) (26.0 ) 87.4 10.9 — 72.3 Equity earnings of subsidiaries 163.1 24.8 — (187.9 ) — Net income (loss) 120.2 168.5 19.4 (187.9 ) 120.2 Other comprehensive income (loss), net of tax (71.8 ) (56.9 ) (69.8 ) 126.7 (71.8 ) Comprehensive income (loss) $ 48.4 $ 111.6 $ (50.4 ) $ (61.2 ) $ 48.4 Three months ended September 30, 2014 (in millions) Parent Guarantor Non- Eliminations Consolidated Net sales $ — $ 1,487.7 $ 873.8 $ (219.3 ) $ 2,142.2 Cost of sales — 1,057.5 630.7 (219.3 ) 1,468.9 Gross profit — 430.2 243.1 — 673.3 Selling, general and administrative expenses 28.6 268.6 145.5 — 442.7 Restructuring costs, net — — 0.5 — 0.5 Operating earnings (loss) (28.6 ) 161.6 97.1 — 230.1 Interest expense, net 33.7 16.6 2.4 — 52.7 Income (loss) before taxes and equity earnings of subsidiaries (62.3 ) 145.0 94.7 — 177.4 Income tax provision (benefit) (23.5 ) 54.9 37.4 — 68.8 Equity earnings of subsidiaries 147.4 50.9 — (198.3 ) — Net income (loss) 108.6 141.0 57.3 (198.3 ) 108.6 Other comprehensive income (loss), net of tax (53.5 ) (92.7 ) (112.3 ) 205.0 (53.5 ) Comprehensive income (loss) $ 55.1 $ 48.3 $ (55.0 ) $ 6.7 $ 55.1 Nine months ended September 30, 2015 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 4,245.0 $ 2,375.4 $ (626.9 ) $ 5,993.5 Cost of sales — 3,045.5 1,773.4 (626.9 ) 4,192.0 Gross profit — 1,199.5 602.0 — 1,801.5 Selling, general and administrative expenses 118.3 774.5 495.2 — 1,388.0 Restructuring costs, net 2.0 1.5 1.5 — 5.0 Operating earnings (loss) (120.3 ) 423.5 105.3 — 408.5 Interest expense, net 104.1 49.0 8.9 — 162.0 Income (loss) before taxes and equity earnings of subsidiaries (224.4 ) 374.5 96.4 — 246.5 Income tax provision (benefit) (84.9 ) 141.7 39.1 — 95.9 Equity earnings of subsidiaries 290.1 57.4 — (347.5 ) — Net income (loss) 150.6 290.2 57.3 (347.5 ) 150.6 Other comprehensive income (loss), net of tax (152.9 ) (95.3 ) (132.3 ) 227.6 (152.9 ) Comprehensive income (loss) $ (2.3 ) $ 194.9 $ (75.0 ) $ (119.9 ) $ (2.3 ) Nine months ended September 30, 2014 (in millions) Parent Guarantor Non- Eliminations Consolidated Net sales $ — $ 4,037.9 $ 2,428.4 $ (617.2 ) $ 5,849.1 Cost of sales — 2,914.9 1,761.7 (617.2 ) 4,059.4 Gross profit — 1,123.0 666.7 — 1,789.7 Selling, general and administrative expenses 93.4 774.2 435.6 — 1,303.2 Restructuring costs, net — — 3.1 — 3.1 Operating earnings (loss) (93.4 ) 348.8 228.0 — 483.4 Interest expense, net 104.3 49.1 6.2 — 159.6 Loss on early extinguishment of debt 54.4 — — — 54.4 Income (loss) before taxes and equity earnings of subsidiaries (252.1 ) 299.7 221.8 — 269.4 Income tax provision (benefit) (94.8 ) 113.4 86.4 — 105.0 Equity earnings of subsidiaries 321.7 112.7 — (434.4 ) — Net income (loss) 164.4 299.0 135.4 (434.4 ) 164.4 Other comprehensive income (loss), net of tax (50.3 ) (86.0 ) (106.2 ) 192.2 (50.3 ) Comprehensive income (loss) $ 114.1 $ 213.0 $ 29.2 $ (242.2 ) $ 114.1 |
Condensed Consolidating Balance Sheets | Condensed Consolidating Balance Sheets As of September 30, 2015 (in millions) Parent Guarantor Subsidiaries Non- Subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ 709.5 $ 4.3 $ 381.7 $ — $ 1,095.5 Accounts receivable — 4.1 1,445.9 — 1,450.0 Inventories — 1,245.7 838.8 — 2,084.5 Other current assets 32.9 264.1 132.9 — 429.9 Total current assets 742.4 1,518.2 2,799.3 — 5,059.9 Property, plant and equipment, net 52.2 470.8 419.2 — 942.2 Goodwill — 2,572.2 959.6 — 3,531.8 Intangibles, net — 2,338.8 830.4 — 3,169.2 Intercompany receivables 4,369.6 3,560.8 3,159.4 (11,089.8 ) — Investment in subsidiaries 8,160.3 1,983.7 — (10,144.0 ) — Other non-current assets 59.3 26.6 86.5 — 172.4 Total assets $ 13,383.8 $ 12,471.1 $ 8,254.4 $ (21,233.8 ) $ 12,875.5 Liabilities and stockholders’ equity Short-term debt and current portion of long-term debt $ 56.1 $ 1.5 $ 487.4 $ — $ 545.0 Accounts payable 4.8 491.8 297.0 — 793.6 Other current liabilities 132.9 281.4 281.7 — 696.0 Total current liabilities 193.8 774.7 1,066.1 — 2,034.6 Long-term debt 5,302.0 3.2 7.9 — 5,313.1 Intercompany payables 3,947.2 3,091.3 4,051.3 (11,089.8 ) — Deferred taxes on income 116.0 1,031.1 306.9 — 1,454.0 Other non-current liabilities 244.6 141.1 107.9 — 493.6 Total stockholders’ equity 3,580.2 7,429.7 2,714.3 (10,144.0 ) 3,580.2 Total liabilities and stockholders’ equity $ 13,383.8 $ 12,471.1 $ 8,254.4 $ (21,233.8 ) $ 12,875.5 As of December 31, 2014 (in millions) Parent Guarantor Non- Guarantor Eliminations Consolidated Assets Cash and cash equivalents $ 728.8 $ 9.3 $ 426.7 $ — $ 1,164.8 Accounts receivable — 1.2 1,276.7 — 1,277.9 Inventories — 919.4 585.3 — 1,504.7 Other current assets 38.3 161.7 170.6 — 370.6 Total current assets 767.1 1,091.6 2,459.3 — 4,318.0 Property, plant and equipment, net 47.0 456.5 346.4 — 849.9 Goodwill — 2,572.0 308.2 — 2,880.2 Intangibles, net — 2,350.7 247.8 — 2,598.5 Intercompany receivables 4,641.2 4,758.6 4,547.7 (13,947.5 ) — Investment in subsidiaries 7,111.3 2,029.1 — (9,140.4 ) — Other non-current assets 56.4 26.9 69.4 — 152.7 Total assets $ 12,623.0 $ 13,285.4 $ 7,978.8 $ (23,087.9 ) $ 10,799.3 Liabilities and stockholders’ equity Short-term debt and current portion of long-term debt $ 47.0 $ 1.6 $ 546.3 $ — $ 594.9 Accounts payable 8.7 529.8 271.4 — 809.9 Other current liabilities 63.6 337.4 271.4 — 672.4 Total current liabilities 119.3 868.8 1,089.1 — 2,077.2 Long-term debt 4,442.0 4.2 17.8 — 4,464.0 Intercompany payables 5,197.4 4,044.0 4,706.1 (13,947.5 ) — Deferred taxes on income 100.4 1,039.3 82.4 — 1,222.1 Other non-current liabilities 154.6 160.5 111.6 — 426.7 Total stockholders’ equity 2,609.3 7,168.6 1,971.8 (9,140.4 ) 2,609.3 Total liabilities and stockholders’ equity $ 12,623.0 $ 13,285.4 $ 7,978.8 $ (23,087.9 ) $ 10,799.3 |
Condensed Consolidating Statements of Cash Flows | Condensed Consolidating Statements of Cash Flows Nine months ended September 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities, net $ (71.6 ) $ 10.7 $ (168.5 ) $ — $ (229.4 ) Financing activities: Net change in short-term debt — (0.5 ) (65.4 ) — (65.9 ) (Payments on) proceeds from intercompany transactions (332.3 ) 96.6 240.3 (4.6 ) — Proceeds from issuance of long-term debt 896.8 — 2.0 — 898.8 Payments on long-term debt (36.0 ) (0.6 ) (0.6 ) — (37.2 ) Issuance (repurchase) of common stock, net 897.7 — — — 897.7 Excess tax benefits from stock-based compensation 21.8 — — — 21.8 Other (7.5 ) (0.4 ) (5.5 ) — (13.4 ) Net cash provided by (used in) financing activities 1,440.5 95.1 170.8 (4.6 ) 1,701.8 Investing activities: Additions to property, plant and equipment (10.0 ) (97.2 ) (39.3 ) — (146.5 ) Acquisition of businesses, net of cash acquired (1,378.2 ) (7.1 ) (8.6 ) — (1,393.9 ) Intercompany investing activities, net — (4.6 ) — 4.6 — Other — (1.9 ) 42.9 — 41.0 Net cash provided by (used in) investing activities (1,388.2 ) (110.8 ) (5.0 ) 4.6 (1,499.4 ) Effect of exchange rate changes on cash — — (42.3 ) — (42.3 ) Net decrease in cash and cash equivalents (19.3 ) (5.0 ) (45.0 ) — (69.3 ) Cash and cash equivalents at beginning of year 728.8 9.3 426.7 — 1,164.8 Cash and cash equivalents at end of year $ 709.5 $ 4.3 $ 381.7 $ — $ 1,095.5 Nine months ended September 30, 2014 (in millions) Parent Guarantor Non- Guarantor Eliminations Consolidated Net cash provided by (used in) operating activities, net $ (173.5 ) $ 204.8 $ (76.1 ) $ (5.1 ) $ (49.9 ) Financing activities: Net change in short-term debt — — 52.7 — 52.7 (Payments on) proceeds from intercompany transactions (409.0 ) 249.2 154.7 5.1 — Proceeds from issuance of long-term debt 1,092.5 1.6 10.7 — 1,104.8 Payments on long-term debt (588.0 ) (1.0 ) (0.6 ) — (589.6 ) Issuance (repurchase) of common stock, net (269.5 ) — — — (269.5 ) Excess tax benefits from stock-based compensation 35.2 — — — 35.2 Other (18.1 ) (7.6 ) (0.6 ) — (26.3 ) Net cash provided by (used in) financing activities (156.9 ) 242.2 216.9 5.1 307.3 Investing activities: Additions to property, plant and equipment (3.2 ) (94.7 ) (51.3 ) — (149.2 ) Acquisition of businesses, net of cash acquired — (340.4 ) (177.3 ) — (517.7 ) Other — (1.0 ) 4.5 — 3.5 Net cash used in investing activities (3.2 ) (436.1 ) (224.1 ) — (663.4 ) Effect of exchange rate changes on cash — — (16.2 ) — (16.2 ) Net decrease in cash and cash equivalents (333.6 ) 10.9 (99.5 ) — (422.2 ) Cash and cash equivalents at beginning of year 630.8 13.5 484.2 — 1,128.5 Cash and cash equivalents at end of year $ 297.2 $ 24.4 $ 384.7 $ — $ 706.3 |
Basis of Presentation and Sig39
Basis of Presentation and Significant Accounting Policies - Additional information (Detail) $ / shares in Units, $ in Millions | Mar. 31, 2015VEF / $ | Nov. 24, 2014$ / shares | Sep. 30, 2015USD ($)$ / shares | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2014USD ($) | Dec. 31, 2014$ / sharesVEF / $ |
Supplementary Information [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Stock-based compensation (income)/expense | $ 48.2 | $ 40.7 | ||||||
Interest income | $ 0.6 | $ 1.6 | $ 1.8 | 4.4 | ||||
Stock Split | ||||||||
Supplementary Information [Line Items] | ||||||||
Stock split additional shares issuable | One additional share of common stock for every two shares of common stock | |||||||
Stock split conversion ratio | 1.5 | |||||||
Common stock, par value | $ / shares | $ 0.01 | |||||||
Selling, general and administrative expenses | ||||||||
Supplementary Information [Line Items] | ||||||||
Stock-based compensation (income)/expense | $ 7 | (0.3) | $ 48.2 | 40.7 | ||||
Venezuela | ||||||||
Supplementary Information [Line Items] | ||||||||
Venezuela-related charges | $ 3.3 | $ 60.6 | $ 16.9 | |||||
Impairment charge on non-monetary assets | $ 13 | |||||||
Foreign exchange-related charges | 37.3 | |||||||
Venezuela | Official Rate | ||||||||
Supplementary Information [Line Items] | ||||||||
Foreign currency exchange rate | VEF / $ | 6.30 | |||||||
Venezuela | SICAD-II | ||||||||
Supplementary Information [Line Items] | ||||||||
Foreign currency exchange rate | VEF / $ | 50 | |||||||
Venezuela | SIMADI | ||||||||
Supplementary Information [Line Items] | ||||||||
Foreign currency exchange rate | VEF / $ | 193 | |||||||
Venezuela | Selling, general and administrative expenses | ||||||||
Supplementary Information [Line Items] | ||||||||
Venezuela-related charges | $ 60.6 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Entity | Sep. 30, 2014USD ($) | Nov. 02, 2015USD ($) | Jul. 31, 2015USD ($) | |
Business Acquisition [Line Items] | ||||||
Net sales | $ 2,256.3 | $ 2,142.2 | $ 5,993.5 | $ 5,849.1 | ||
Operating earnings (loss) | 249.7 | 230.1 | 408.5 | 483.4 | ||
Pro forma, Net income | 112.3 | 112.7 | $ 147.8 | 144.6 | ||
Number of other tuck-in acquisitions | Entity | 2 | |||||
Waddington | ||||||
Business Acquisition [Line Items] | ||||||
Total value of the transaction of businesses acquisition | $ 1,350 | |||||
Net sales | 135 | $ 135 | ||||
Operating earnings (loss) | (1) | (1) | ||||
Pro forma, Amortization of acquired intangible assets | $ 9.7 | $ 9.7 | $ 29.1 | 29.1 | ||
Waddington | Fair Market Value Adjustment for Manufacturers Profit in Inventory and Other Acquisition-related Costs | ||||||
Business Acquisition [Line Items] | ||||||
Pro forma, Net income | $ 55 | |||||
Visant Holding Corp | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Total value of the transaction of businesses acquisition | $ 1,500 |
Purchase Price Allocation of As
Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Jul. 31, 2015 | Dec. 31, 2014 |
Preliminary value assigned: | |||
Goodwill | $ 3,531.8 | $ 2,880.2 | |
Waddington | |||
Preliminary value assigned: | |||
Accounts receivable | $ 83.5 | ||
Inventories | 141.2 | ||
Other current assets | 19.8 | ||
Property, plant and equipment | 139.6 | ||
Intangible assets | 615 | ||
Goodwill | 668.1 | ||
Other assets | 2.4 | ||
Accounts payable | (36.6) | ||
Other current liabilities | (78.1) | ||
Long-term debt | (627.3) | ||
Non-current deferred tax liability | (234.7) | ||
Total purchase price, net of cash acquired | $ 692.9 |
Unaudited Pro Forma Financial I
Unaudited Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition, Pro Forma Information [Line Items] | ||||
Net sales | $ 2,328.3 | $ 2,315.7 | $ 6,421.1 | $ 6,330.1 |
Net income | $ 112.3 | $ 112.7 | $ 147.8 | $ 144.6 |
Earnings per share: | ||||
Basic | $ 0.55 | $ 0.56 | $ 0.72 | $ 0.71 |
Diluted | $ 0.52 | $ 0.55 | $ 0.69 | $ 0.70 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials and supplies | $ 312.5 | $ 250 |
Work-in-process | 92.6 | 71 |
Finished goods | 1,679.4 | 1,183.7 |
Total inventories | $ 2,084.5 | $ 1,504.7 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 2,120.3 | $ 1,932.8 |
Less: Accumulated depreciation | (1,178.1) | (1,082.9) |
Total property, plant and equipment, net | 942.2 | 849.9 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 56.5 | 62.5 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 465.5 | 460.1 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 1,504.4 | 1,311.4 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 93.9 | $ 98.8 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation of property, plant and equipment | $ 46.8 | $ 40.8 | $ 127 | $ 122 |
Goodwill Activity (Detail)
Goodwill Activity (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Line Items] | |
Goodwill, Net Book Value Beginning Balance | $ 2,880.2 |
Goodwill, Additions | 678.1 |
Goodwill, Foreign Exchange and Other Adjustments | (26.5) |
Goodwill, Gross Carrying Amount | 3,773.5 |
Goodwill, Accumulated Impairment Charges | (241.7) |
Goodwill, Net Book Value Ending Balance | 3,531.8 |
Branded Consumables | |
Goodwill [Line Items] | |
Goodwill, Net Book Value Beginning Balance | 1,385.1 |
Goodwill, Additions | 668.1 |
Goodwill, Foreign Exchange and Other Adjustments | (3.8) |
Goodwill, Gross Carrying Amount | 2,272.6 |
Goodwill, Accumulated Impairment Charges | (223.2) |
Goodwill, Net Book Value Ending Balance | 2,049.4 |
Consumer Solutions | |
Goodwill [Line Items] | |
Goodwill, Net Book Value Beginning Balance | 757.7 |
Goodwill, Foreign Exchange and Other Adjustments | (15.6) |
Goodwill, Gross Carrying Amount | 742.1 |
Goodwill, Net Book Value Ending Balance | 742.1 |
Outdoor Solutions | |
Goodwill [Line Items] | |
Goodwill, Net Book Value Beginning Balance | 715.7 |
Goodwill, Additions | 10 |
Goodwill, Foreign Exchange and Other Adjustments | (7.1) |
Goodwill, Gross Carrying Amount | 737.1 |
Goodwill, Accumulated Impairment Charges | (18.5) |
Goodwill, Net Book Value Ending Balance | 718.6 |
Process Solutions | |
Goodwill [Line Items] | |
Goodwill, Net Book Value Beginning Balance | 21.7 |
Goodwill, Additions | 0 |
Goodwill, Foreign Exchange and Other Adjustments | 0 |
Goodwill, Gross Carrying Amount | 21.7 |
Goodwill, Accumulated Impairment Charges | 0 |
Goodwill, Net Book Value Ending Balance | $ 21.7 |
Intangibles Activity (Detail)
Intangibles Activity (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Intangible Assets by Major [Line Items] | ||
Intangibles, Gross Carrying Amount at beginning of period | $ 2,779.1 | |
Intangibles, Additions | 628.8 | |
Intangibles, Accumulated Amortization and Foreign Exchange | (238.7) | |
Intangibles, Net Book Value at end of period | 3,169.2 | $ 2,598.5 |
Patents | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Gross Carrying Amount at beginning of period | 9.3 | |
Intangibles, Accumulated Amortization and Foreign Exchange | (5.2) | |
Intangibles, Net Book Value at end of period | 4.1 | |
Manufacturing Process And Expertise | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Gross Carrying Amount at beginning of period | 65.2 | |
Intangibles, Additions | 10 | |
Intangibles, Accumulated Amortization and Foreign Exchange | (49.1) | |
Intangibles, Net Book Value at end of period | 26.1 | |
Brand Names | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Gross Carrying Amount at beginning of period | 23.3 | |
Intangibles, Additions | 2.5 | |
Intangibles, Accumulated Amortization and Foreign Exchange | (13.5) | |
Intangibles, Net Book Value at end of period | 12.3 | |
Customer Relationships And Distributor Channels | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Gross Carrying Amount at beginning of period | 549.6 | |
Intangibles, Additions | 561.3 | |
Intangibles, Accumulated Amortization and Foreign Exchange | (138.4) | |
Intangibles, Net Book Value at end of period | 972.5 | |
Trademarks and Tradenames | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Gross Carrying Amount at beginning of period | 2,131.7 | |
Intangibles, Additions | 55 | |
Intangibles, Accumulated Amortization and Foreign Exchange | (32.5) | |
Intangibles, Net Book Value at end of period | $ 2,154.2 | |
Minimum | Patents | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Amortization Periods | 12 years | |
Minimum | Manufacturing Process And Expertise | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Amortization Periods | 3 years | |
Minimum | Brand Names | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Amortization Periods | 4 years | |
Minimum | Customer Relationships And Distributor Channels | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Amortization Periods | 10 years | |
Maximum | Patents | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Amortization Periods | 30 years | |
Maximum | Manufacturing Process And Expertise | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Amortization Periods | 7 years | |
Maximum | Brand Names | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Amortization Periods | 20 years | |
Maximum | Customer Relationships And Distributor Channels | ||
Intangible Assets by Major [Line Items] | ||
Intangibles, Amortization Periods | 35 years |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||||
Amortization of intangibles | $ 15 | $ 7.3 | $ 32.2 | $ 18.8 |
Warranty Reserve Activity (Deta
Warranty Reserve Activity (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Product Information [Line Items] | |
Warranty reserve at January 1, | $ 96.8 |
Provision for warranties issued | 99.1 |
Warranty claims paid | (102.2) |
Acquisitions and other adjustments | (1.9) |
Warranty reserve at September 30, | $ 91.8 |
Debt (Detail)
Debt (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Total debt | $ 5,858.1 | $ 5,058.9 | |
Less: current portion | (545) | (594.9) | |
Total long-term debt | 5,313.1 | 4,464 | |
Senior Secured Credit Facility Term Loans | |||
Debt Instrument [Line Items] | |||
Total debt | 2,884.2 | 2,024.6 | |
6 1/8% Senior Notes Due 2022 | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 300 | $ 300 |
Interest rate of debt instrument | 6.125% | 6.125% | |
Debt instrument maturity year | 2,022 | 2,022 | |
3 3/4% Senior Notes Due 2021 | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 331.6 | $ 357.9 |
Interest rate of debt instrument | 3.75% | 3.75% | |
Debt instrument maturity year | 2,021 | 2,021 | |
7 1/2% Senior Subordinated Notes Due 2017 | |||
Debt Instrument [Line Items] | |||
Total debt | [2] | $ 655.2 | $ 650.6 |
Interest rate of debt instrument | 7.50% | 7.50% | |
Debt instrument maturity year | 2,017 | 2,017 | |
1 7/8% Senior Subordinated Convertible Notes Due 2018 | |||
Debt Instrument [Line Items] | |||
Total debt | [3] | $ 455.9 | $ 445.8 |
Interest rate of debt instrument | 1.875% | 1.875% | |
Debt instrument maturity year | 2,018 | 2,018 | |
1 1/2% Senior Subordinated Convertible Notes Due 2019 | |||
Debt Instrument [Line Items] | |||
Total debt | [3] | $ 231.9 | $ 226 |
Interest rate of debt instrument | 1.50% | 1.50% | |
Debt instrument maturity year | 2,019 | 2,019 | |
1 1/8% Senior Subordinated Convertible Notes due 2034 | |||
Debt Instrument [Line Items] | |||
Total debt | [3] | $ 497.3 | $ 484.1 |
Interest rate of debt instrument | 1.125% | 1.125% | |
Debt instrument maturity year | 2,034 | 2,034 | |
Securitization Facility | |||
Debt Instrument [Line Items] | |||
Total debt | $ 444.7 | $ 479.3 | |
Non-U.S. Borrowings | |||
Debt Instrument [Line Items] | |||
Total debt | 48.2 | 83.2 | |
Other | |||
Debt Instrument [Line Items] | |||
Total debt | $ 9.1 | $ 7.4 | |
[1] | Collectively, the "Senior Notes." | ||
[2] | The "Senior Subordinated Notes." | ||
[3] | Collectively, the "Senior Subordinated Convertible Notes." |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2015 | Jul. 31, 2015 | |
Senior Secured Credit Facility Term Loans | ||
Debt Instrument [Line Items] | ||
Amount borrowed | $ 900 | |
Senior Secured Credit Facility Term Loans | Subsequent Event | ||
Debt Instrument [Line Items] | ||
Amount borrowed | $ 200 | |
Senior Secured Term Loan B1 Facility | ||
Debt Instrument [Line Items] | ||
Amount borrowed | $ 300 | |
Debt instrument maturity year | 2,020 | |
Senior Secured Term Loan B1 Facility | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |
New Senior Secured Term Loan B2 Facility | ||
Debt Instrument [Line Items] | ||
Amount borrowed | $ 600 | |
Debt instrument maturity year | 2,022 | |
New Senior Secured Term Loan B2 Facility | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |
Senior secured term loan A facility | Subsequent Event | ||
Debt Instrument [Line Items] | ||
Debt instrument maturity year | 2,019 | |
Senior secured term loan A facility | London Interbank Offered Rate (LIBOR) | Subsequent Event | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |
5% Senior Notes Due in November 2023 | Subsequent Event | ||
Debt Instrument [Line Items] | ||
Private offering senior notes, aggregate principal amount | $ 300 | |
Interest rate of debt instrument | 5.00% | |
Senior notes, maturity period | 2023-11 | |
Net proceeds from issuance of senior notes after deducting fees and expenses | $ 296 |
Derivative and Other Hedging 52
Derivative and Other Hedging Financial Instruments - Additional Information (Detail) € in Millions | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015EUR (€) | |
Derivative [Line Items] | |||
Deferred net gains within AOCI expected to be reclassified to earnings over the next twelve months | $ 23,000,000 | ||
Euro-denominated 3 3/4% Senior Notes Due in October 2021 | |||
Derivative [Line Items] | |||
Debt instrument, principal balance designated as investment hedge | € | € 300 | ||
Interest rate of debt instrument | 3.75% | 3.75% | |
Senior notes, maturity period | 2021-10 | ||
Net Investment Hedging | Euro-denominated 3 3/4% Senior Notes Due in October 2021 | |||
Derivative [Line Items] | |||
Deferred gain (loss) on net investment hedge recorded in AOCI, net of tax | $ 45,200,000 | ||
Interest Rate Swap | Fair value derivatives | |||
Derivative [Line Items] | |||
Notional amount | $ 650,000,000 | ||
Derivative weighted average basis spread on variable rate | 6.05% | 6.05% | |
Interest Rate Swap | Fair value derivatives | Subsequent Event | |||
Derivative [Line Items] | |||
Net proceeds received from terminating derivatives | $ 6,000,000 | ||
Swap | Cash flow hedges | |||
Derivative [Line Items] | |||
Notional amount | $ 850,000,000 | ||
Derivative maturity date | 2020-06 | ||
Weighted average fixed rate of interest swaps | 1.30% | 1.30% | |
Forward-Starting Swaps | Cash flow hedges | |||
Derivative [Line Items] | |||
Notional amount | $ 350,000,000 | ||
Effective date of swap agreement | Dec. 31, 2015 | ||
Foreign Exchange Contract | Cash flow hedges | |||
Derivative [Line Items] | |||
Notional amount | $ 630,000,000 | ||
Derivative maturity date | 2017-03 | ||
Foreign Exchange Contract | Cash flow hedges | Derivatives that are not designated as effective hedges | |||
Derivative [Line Items] | |||
Notional amount | $ 535,000,000 | ||
Derivative maturity date | 2016-09 | ||
Commodity Contract | Derivatives that are not designated as effective hedges | |||
Derivative [Line Items] | |||
Notional amount | $ 39,000,000 | ||
Derivative maturity date | 2016-12 |
Fair Value of Derivative Financ
Fair Value of Derivative Financial Instruments (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Derivatives, Fair Value [Line Items] | |||
Fair Value of Derivatives, Asset | [1] | $ 36.7 | $ 29.3 |
Fair Value of Derivatives, Liability | [1] | 31.6 | 23.5 |
Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value of Derivatives, Asset | [1] | 28.4 | 26.5 |
Fair Value of Derivatives, Liability | [1] | 16.8 | 13.2 |
Designated as Hedging Instrument | Cash flow hedges | Interest Rate Swap | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value of Derivatives, Asset | [1] | 0.6 | |
Fair Value of Derivatives, Liability | [1] | 11 | 7.2 |
Designated as Hedging Instrument | Cash flow hedges | Foreign Exchange Contract | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value of Derivatives, Asset | [1] | 25.1 | 25.9 |
Fair Value of Derivatives, Liability | [1] | 5.8 | 3.8 |
Designated as Hedging Instrument | Fair value derivatives | Interest Rate Swap | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value of Derivatives, Asset | [1] | 3.3 | |
Fair Value of Derivatives, Liability | [1] | 2.2 | |
Derivatives that are not designated as effective hedges | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value of Derivatives, Asset | [1] | 8.3 | 2.8 |
Fair Value of Derivatives, Liability | [1] | 14.8 | 10.3 |
Derivatives that are not designated as effective hedges | Foreign Exchange Contract | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value of Derivatives, Asset | [1] | 8.3 | 2.8 |
Fair Value of Derivatives, Liability | [1] | 5.4 | 1.3 |
Derivatives that are not designated as effective hedges | Commodity Contract | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value of Derivatives, Liability | [1] | $ 9.4 | $ 9 |
[1] | Consolidated balance sheet location: Asset: Other current and non-current assets Liability: Other current and non-current liabilities |
Gain and Loss Activity Related
Gain and Loss Activity Related to Derivative Financial Instruments Designated as Effective Hedges (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Gain/(Loss), Reclassified from AOCI to Income | $ 7.4 | $ 1.1 | $ 26 | $ 5.3 | |
Designated as Hedging Instrument | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Gain/(Loss), Reclassified from AOCI to Income | 7.4 | 1.1 | 26 | 5.3 | |
Gain/(Loss), Recognized in Income | [1] | (1.2) | 1 | (4.7) | (2.9) |
Designated as Hedging Instrument | Cash flow hedges | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Gain/(Loss), Recognized in OCI | [2] | 12.9 | 18.8 | 20.8 | 13 |
Gain/(Loss), Reclassified from AOCI to Income | 7.4 | 1.1 | 26 | 5.3 | |
Gain/(Loss), Recognized in Income | [1] | (1.2) | 1 | (4.7) | (2.9) |
Designated as Hedging Instrument | Cash flow hedges | Interest Rate Swap | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Gain/(Loss), Recognized in OCI | [2] | (2.9) | 2.8 | (4.4) | (0.7) |
Designated as Hedging Instrument | Cash flow hedges | Foreign Exchange Contract | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Gain/(Loss), Recognized in OCI | [2] | 15.8 | 16 | 25.2 | 13.7 |
Gain/(Loss), Reclassified from AOCI to Income | 7.4 | 1.1 | 26 | 5.3 | |
Gain/(Loss), Recognized in Income | [1] | (1.2) | 1 | (4.7) | (2.9) |
Designated as Hedging Instrument | Unrealized Gain Loss On Derivatives | Net sales | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Gain/(Loss), Reclassified from AOCI to Income | (0.1) | 0.5 | 0.7 | 1.5 | |
Designated as Hedging Instrument | Unrealized Gain Loss On Derivatives | Cost of Sales | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Gain/(Loss), Reclassified from AOCI to Income | 7.5 | 0.6 | 25.3 | 3.8 | |
Designated as Hedging Instrument | Unrealized Gain Loss On Derivatives | Selling, general and administrative expenses | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Gain/(Loss), Recognized in Income | [1] | $ (1.2) | $ 1 | $ (4.7) | $ (2.9) |
[1] | Represents portion excluded from effectiveness testing. | ||||
[2] | Represents effective portion recognized in Other Comprehensive Income (Loss) ("OCI"). |
Gain and Loss Activity Relate55
Gain and Loss Activity Related to Derivative Financial Instruments Not Designated as Effective Hedges (Detail) - Derivatives that are not designated as effective hedges - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain/(Loss), Recognized in Income | [1] | $ (3.9) | $ 5.8 | $ 2 | $ 0.3 |
Cash flow hedges | Foreign Exchange Contract | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain/(Loss), Recognized in Income | [1] | 4.3 | 6.9 | 9.5 | 0.5 |
Cash flow hedges | Commodity Contract | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain/(Loss), Recognized in Income | [1] | $ (8.2) | $ (1.1) | $ (7.5) | $ (0.2) |
[1] | Classified in SG&A. |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivatives assets | [1] | $ 36.7 | $ 29.3 |
Derivatives liabilities | [1] | (31.6) | (23.5) |
Contingent consideration | (28.8) | (32.6) | |
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivatives assets | 36.7 | 29.3 | |
Derivatives liabilities | (31.6) | (23.5) | |
Available-for-sale securities | 1.5 | ||
Contingent consideration | (28.8) | (32.6) | |
Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivatives assets | 36.7 | 29.3 | |
Derivatives liabilities | (31.6) | (23.5) | |
Available-for-sale securities | 1.5 | ||
Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ (28.8) | $ (32.6) | |
[1] | Consolidated balance sheet location: Asset: Other current and non-current assets Liability: Other current and non-current liabilities |
Changes in Fair Value of Contin
Changes in Fair Value of Contingent Consideration Obligations (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Schedule of Changes in Fair Value of Contingent Consideration [Line Items] | |
Contingent consideration, beginning balance | $ 32.6 |
Acquisitions | 8.1 |
Payments | (6.1) |
Adjustments and foreign exchange | (5.8) |
Contingent consideration, ending balance | $ 28.8 |
Computation of Weighted Average
Computation of Weighted Average Shares Outstanding (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share Disclosure [Line Items] | ||||
Basic | 200.1 | 184.3 | 190.6 | 185.6 |
Dilutive share-based awards | 0.2 | 0.3 | 0.3 | 0.7 |
Convertible debt | 9 | 3.1 | 8.6 | 3.2 |
Diluted | 209.3 | 187.7 | 199.5 | 189.5 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) shares in Millions | Sep. 30, 2015shares |
Earnings Per Share Disclosure [Line Items] | |
Restricted share awards excluded from the computation diluted earnings per share | 6 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 21, 2015 | Jul. 22, 2015 |
Stockholders' Equity [Line Items] | ||
Shares issued in equity offering | 18,400,000 | |
Price per share received in equity offering | $ 54.50 | |
Proceeds from issuance of common stock, net | $ 971 | |
Subsequent Event | ||
Stockholders' Equity [Line Items] | ||
Shares issued in equity offering | 10,000,000 | |
Price per share received in equity offering | $ 49 | |
Proceeds from issuance of common stock, net | $ 477 | |
Subsequent Event | Over-Allotment Option | Maximum | ||
Stockholders' Equity [Line Items] | ||
Shares issued in equity offering | 1,500,000 |
Components of Net Periodic Pens
Components of Net Periodic Pension and Postretirement Benefit Expense (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Pension Benefits, Domestic | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 2.9 | $ 3.6 | $ 8.7 | $ 10.9 |
Expected return on plan assets | (4.1) | (4.4) | (12.3) | (13.1) |
Amortization, net | 1.5 | 1.3 | 4.3 | 3.7 |
Net periodic expense | 0.3 | 0.5 | 0.7 | 1.5 |
Total Pension Cost | 0.3 | 0.5 | 0.7 | 1.5 |
Pension Benefits, Foreign | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0.5 | 0.5 | 1.7 | 1.6 |
Interest cost | 0.3 | 0.6 | 1.1 | 1.8 |
Expected return on plan assets | (0.3) | (0.3) | (0.9) | (1) |
Amortization, net | 0.3 | 0.1 | 0.9 | 0.3 |
Net periodic expense | 0.8 | 0.9 | 2.8 | 2.7 |
Curtailments and settlements | 0.3 | 0.3 | ||
Total Pension Cost | 1.1 | 0.9 | 3.1 | 2.7 |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0.5 | 0.5 | 1.7 | 1.6 |
Interest cost | 3.2 | 4.2 | 9.8 | 12.7 |
Expected return on plan assets | (4.4) | (4.7) | (13.2) | (14.1) |
Amortization, net | 1.8 | 1.4 | 5.2 | 4 |
Net periodic expense | 1.1 | 1.4 | 3.5 | 4.2 |
Curtailments and settlements | 0.3 | 0.3 | ||
Total Pension Cost | 1.4 | 1.4 | 3.8 | 4.2 |
Postretirement Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 0.1 | 0.2 | 0.2 | |
Amortization, net | $ (0.1) | (0.1) | $ (0.2) | (0.4) |
Net periodic expense | $ (0.1) | $ (0.2) |
Accrued Restructuring Costs Act
Accrued Restructuring Costs Activity (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Accrual Balance, at Beginning of Period | $ 10.8 | |||
Restructuring costs, net | $ 0.5 | $ 0.5 | 5 | $ 3.1 |
Payments | (8.4) | |||
Foreign Currency and Other | (0.6) | |||
Accrual Balance, at End of Period | 6.8 | 6.8 | ||
Severance and Other Employee-Related | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accrual Balance, at Beginning of Period | 5.4 | |||
Restructuring costs, net | 1.2 | |||
Payments | (4.3) | |||
Foreign Currency and Other | (0.5) | |||
Accrual Balance, at End of Period | 1.8 | 1.8 | ||
Other Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accrual Balance, at Beginning of Period | 5.4 | |||
Restructuring costs, net | 3.8 | |||
Payments | (4.1) | |||
Foreign Currency and Other | (0.1) | |||
Accrual Balance, at End of Period | $ 5 | $ 5 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015Segment | |
Reportable business segments | 4 |
Segment Information (Detail)
Segment Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 2,256.3 | $ 2,142.2 | $ 5,993.5 | $ 5,849.1 | |
Segment earnings (loss) | 348.3 | 308.4 | 706 | 693.2 | |
Fair market value adjustment to inventory | (20.7) | (12.3) | (20.7) | (13.6) | |
Restructuring costs, net | (0.5) | (0.5) | (5) | (3.1) | |
Acquisition-related and other costs | (15.6) | (14.1) | (52.4) | (35.4) | |
Depreciation and amortization | (61.8) | (48.1) | (158.8) | (140.8) | |
Operating earnings (loss) | 249.7 | 230.1 | 408.5 | 483.4 | |
Total assets | 12,875.5 | 12,875.5 | $ 10,799.3 | ||
Venezuela | |||||
Segment Reporting Information [Line Items] | |||||
Venezuela-related charges | (3.3) | (60.6) | (16.9) | ||
Total Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 2,256.3 | 2,142.2 | 5,993.5 | 5,849.1 | |
Segment earnings (loss) | 376 | 332.7 | 816.9 | 791.1 | |
Fair market value adjustment to inventory | (20.7) | (12.3) | (20.7) | (13.6) | |
Restructuring costs, net | (0.5) | (0.5) | (3) | (3.1) | |
Acquisition-related and other costs | (10.1) | (9.9) | (43.9) | (30.7) | |
Depreciation and amortization | (60) | (46.8) | (153.9) | (136.8) | |
Operating earnings (loss) | 284.7 | 263.2 | 595.4 | 606.9 | |
Total assets | 11,820.8 | 11,820.8 | |||
Total Operating Segments | Branded Consumables | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 910.5 | 768 | 2,233.1 | 2,074.2 | |
Segment earnings (loss) | 173.7 | 135.1 | 364.2 | 315.6 | |
Fair market value adjustment to inventory | (18.2) | (1.5) | (18.2) | (1.5) | |
Restructuring costs, net | (0.5) | (3) | |||
Acquisition-related and other costs | (4.9) | (2.7) | (14.8) | (9.1) | |
Depreciation and amortization | (34.1) | (21.9) | (75.9) | (63.8) | |
Operating earnings (loss) | 116 | 109 | 252.3 | 241.2 | |
Total assets | 6,067.4 | 6,067.4 | |||
Total Operating Segments | Consumer Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 602.4 | 612.4 | 1,455.2 | 1,402 | |
Segment earnings (loss) | 98.3 | 98.1 | 192.6 | 189.9 | |
Fair market value adjustment to inventory | (10.8) | (12.1) | |||
Restructuring costs, net | (0.5) | (1.5) | |||
Acquisition-related and other costs | 0.7 | (0.1) | (8.5) | (4.1) | |
Depreciation and amortization | (9.4) | (8) | (28.4) | (22.4) | |
Operating earnings (loss) | 89.6 | 78.7 | 155.7 | 149.8 | |
Total assets | 2,644.5 | 2,644.5 | |||
Total Operating Segments | Outdoor Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 654.5 | 679.1 | 2,032.7 | 2,118.1 | |
Segment earnings (loss) | 88.9 | 87.7 | 214.2 | 243.2 | |
Fair market value adjustment to inventory | (2.5) | (2.5) | |||
Restructuring costs, net | (1.6) | ||||
Acquisition-related and other costs | (5.9) | (7.1) | (20.6) | (17.5) | |
Depreciation and amortization | (13.5) | (14.2) | (40.8) | (42.3) | |
Operating earnings (loss) | 67 | 66.4 | 150.3 | 181.8 | |
Total assets | 2,903 | 2,903 | |||
Total Operating Segments | Process Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 114.2 | 104.9 | 342.9 | 319 | |
Segment earnings (loss) | 15.1 | 11.8 | 45.9 | 42.4 | |
Depreciation and amortization | (3) | (2.7) | (8.8) | (8.3) | |
Operating earnings (loss) | 12.1 | 9.1 | 37.1 | 34.1 | |
Total assets | 205.9 | 205.9 | |||
Total Operating Segments | Intercompany Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | (25.3) | (22.2) | (70.4) | (64.2) | |
Corporate/ Unallocated | |||||
Segment Reporting Information [Line Items] | |||||
Segment earnings (loss) | (27.7) | (24.3) | (110.9) | (97.9) | |
Restructuring costs, net | (2) | ||||
Acquisition-related and other costs | (5.5) | (4.2) | (8.5) | (4.7) | |
Depreciation and amortization | (1.8) | (1.3) | (4.9) | (4) | |
Operating earnings (loss) | (35) | (33.1) | (186.9) | (123.5) | |
Total assets | $ 1,054.7 | 1,054.7 | |||
Corporate/ Unallocated | Venezuela | |||||
Segment Reporting Information [Line Items] | |||||
Venezuela-related charges | $ (3.3) | $ (60.6) | $ (16.9) |
Accumulated Other Comprehensi65
Accumulated Other Comprehensive Income Activity (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | $ (180.7) | |||
OCI excluding reclassifications | (142.1) | |||
Reclassifications to earnings | (10.8) | |||
Subtotal OCI, net of tax | $ (71.8) | $ (53.5) | (152.9) | $ (50.3) |
Ending Balance | (333.6) | (333.6) | ||
Accrued Benefit Cost | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (54.6) | |||
OCI excluding reclassifications | 0.7 | |||
Reclassifications to earnings | 3.2 | |||
Subtotal OCI, net of tax | 3.9 | |||
Ending Balance | (50.7) | (50.7) | ||
Derivative Financial Instruments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | 13.4 | |||
OCI excluding reclassifications | 11.2 | |||
Reclassifications to earnings | (14) | |||
Subtotal OCI, net of tax | (2.8) | |||
Ending Balance | 10.6 | 10.6 | ||
Cumulative Translation Adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (139.5) | |||
OCI excluding reclassifications | (154) | |||
Reclassifications to earnings | 0 | |||
Subtotal OCI, net of tax | (154) | |||
Ending Balance | $ (293.5) | $ (293.5) |
Accumulated Other Comprehensi66
Accumulated Other Comprehensive Income (Loss) - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Benefit plans expenses reclassified from accumulated OCI to income | $ 1.7 | $ 1.3 | $ 5 | $ 3.6 |
Gain/(Loss), Reclassified from AOCI to Income | $ 7.4 | $ 1.1 | $ 26 | $ 5.3 |
Income Tax Provision Benefit Al
Income Tax Provision Benefit Allocated to Components of Other Comprehensive Income (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Tax Components Of Other Comprehensive Income Loss [Line Items] | ||||
Cumulative translation adjustment | $ (8.7) | |||
Derivative financial instruments | $ (0.5) | $ (6) | 2.4 | $ (2.9) |
Accrued benefit cost | (0.6) | (0.7) | (2.1) | (1.5) |
Unrealized gain on investment | 1.5 | |||
Income tax (provision) benefit related to OCI | $ (1.1) | $ (5.2) | $ (8.4) | $ (4.4) |
Condensed Consolidating Results
Condensed Consolidating Results of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | $ 2,256.3 | $ 2,142.2 | $ 5,993.5 | $ 5,849.1 |
Cost of sales | 1,562.8 | 1,468.9 | 4,192 | 4,059.4 |
Gross profit | 693.5 | 673.3 | 1,801.5 | 1,789.7 |
Selling, general and administrative expenses | 443.3 | 442.7 | 1,388 | 1,303.2 |
Restructuring costs, net | 0.5 | 0.5 | 5 | 3.1 |
Operating earnings (loss) | 249.7 | 230.1 | 408.5 | 483.4 |
Interest expense, net | 57.2 | 52.7 | 162 | 159.6 |
Loss on early extinguishment of debt | 54.4 | |||
Income (loss) before taxes and equity earnings of subsidiaries | 192.5 | 177.4 | 246.5 | 269.4 |
Income tax provision (benefit) | 72.3 | 68.8 | 95.9 | 105 |
Net income (loss) | 120.2 | 108.6 | 150.6 | 164.4 |
Other comprehensive income (loss), net of tax | (71.8) | (53.5) | (152.9) | (50.3) |
Comprehensive income (loss) | 48.4 | 55.1 | (2.3) | 114.1 |
Parent Company | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Selling, general and administrative expenses | 32.6 | 28.6 | 118.3 | 93.4 |
Restructuring costs, net | 2 | |||
Operating earnings (loss) | (32.6) | (28.6) | (120.3) | (93.4) |
Interest expense, net | 36.3 | 33.7 | 104.1 | 104.3 |
Loss on early extinguishment of debt | 54.4 | |||
Income (loss) before taxes and equity earnings of subsidiaries | (68.9) | (62.3) | (224.4) | (252.1) |
Income tax provision (benefit) | (26) | (23.5) | (84.9) | (94.8) |
Equity earnings of subsidiaries | 163.1 | 147.4 | 290.1 | 321.7 |
Net income (loss) | 120.2 | 108.6 | 150.6 | 164.4 |
Other comprehensive income (loss), net of tax | (71.8) | (53.5) | (152.9) | (50.3) |
Comprehensive income (loss) | 48.4 | 55.1 | (2.3) | 114.1 |
Guarantor Subsidiaries | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | 1,560.9 | 1,487.7 | 4,245 | 4,037.9 |
Cost of sales | 1,101.6 | 1,057.5 | 3,045.5 | 2,914.9 |
Gross profit | 459.3 | 430.2 | 1,199.5 | 1,123 |
Selling, general and administrative expenses | 211.7 | 268.6 | 774.5 | 774.2 |
Restructuring costs, net | 1.5 | |||
Operating earnings (loss) | 247.6 | 161.6 | 423.5 | 348.8 |
Interest expense, net | 16.5 | 16.6 | 49 | 49.1 |
Income (loss) before taxes and equity earnings of subsidiaries | 231.1 | 145 | 374.5 | 299.7 |
Income tax provision (benefit) | 87.4 | 54.9 | 141.7 | 113.4 |
Equity earnings of subsidiaries | 24.8 | 50.9 | 57.4 | 112.7 |
Net income (loss) | 168.5 | 141 | 290.2 | 299 |
Other comprehensive income (loss), net of tax | (56.9) | (92.7) | (95.3) | (86) |
Comprehensive income (loss) | 111.6 | 48.3 | 194.9 | 213 |
Non-Guarantor Subsidiaries | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | 938.6 | 873.8 | 2,375.4 | 2,428.4 |
Cost of sales | 704.4 | 630.7 | 1,773.4 | 1,761.7 |
Gross profit | 234.2 | 243.1 | 602 | 666.7 |
Selling, general and administrative expenses | 199 | 145.5 | 495.2 | 435.6 |
Restructuring costs, net | 0.5 | 0.5 | 1.5 | 3.1 |
Operating earnings (loss) | 34.7 | 97.1 | 105.3 | 228 |
Interest expense, net | 4.4 | 2.4 | 8.9 | 6.2 |
Income (loss) before taxes and equity earnings of subsidiaries | 30.3 | 94.7 | 96.4 | 221.8 |
Income tax provision (benefit) | 10.9 | 37.4 | 39.1 | 86.4 |
Net income (loss) | 19.4 | 57.3 | 57.3 | 135.4 |
Other comprehensive income (loss), net of tax | (69.8) | (112.3) | (132.3) | (106.2) |
Comprehensive income (loss) | (50.4) | (55) | (75) | 29.2 |
Eliminations | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | (243.2) | (219.3) | (626.9) | (617.2) |
Cost of sales | (243.2) | (219.3) | (626.9) | (617.2) |
Equity earnings of subsidiaries | (187.9) | (198.3) | (347.5) | (434.4) |
Net income (loss) | (187.9) | (198.3) | (347.5) | (434.4) |
Other comprehensive income (loss), net of tax | 126.7 | 205 | 227.6 | 192.2 |
Comprehensive income (loss) | $ (61.2) | $ 6.7 | $ (119.9) | $ (242.2) |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 1,095.5 | $ 1,164.8 | $ 706.3 | $ 1,128.5 |
Accounts receivable | 1,450 | 1,277.9 | ||
Inventories | 2,084.5 | 1,504.7 | ||
Other current assets | 429.9 | 370.6 | ||
Total current assets | 5,059.9 | 4,318 | ||
Property, plant and equipment, net | 942.2 | 849.9 | ||
Goodwill | 3,531.8 | 2,880.2 | ||
Intangibles, net | 3,169.2 | 2,598.5 | ||
Other non-current assets | 172.4 | 152.7 | ||
Total assets | 12,875.5 | 10,799.3 | ||
Short-term debt and current portion of long-term debt | 545 | 594.9 | ||
Accounts payable | 793.6 | 809.9 | ||
Other current liabilities | 696 | 672.4 | ||
Total current liabilities | 2,034.6 | 2,077.2 | ||
Long-term debt | 5,313.1 | 4,464 | ||
Deferred taxes on income | 1,454 | 1,222.1 | ||
Other non-current liabilities | 493.6 | 426.7 | ||
Total stockholders' equity | 3,580.2 | 2,609.3 | ||
Total liabilities and stockholders' equity | 12,875.5 | 10,799.3 | ||
Parent Company | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 709.5 | 728.8 | 297.2 | 630.8 |
Other current assets | 32.9 | 38.3 | ||
Total current assets | 742.4 | 767.1 | ||
Property, plant and equipment, net | 52.2 | 47 | ||
Intercompany receivables | 4,369.6 | 4,641.2 | ||
Investment in subsidiaries | 8,160.3 | 7,111.3 | ||
Other non-current assets | 59.3 | 56.4 | ||
Total assets | 13,383.8 | 12,623 | ||
Short-term debt and current portion of long-term debt | 56.1 | 47 | ||
Accounts payable | 4.8 | 8.7 | ||
Other current liabilities | 132.9 | 63.6 | ||
Total current liabilities | 193.8 | 119.3 | ||
Long-term debt | 5,302 | 4,442 | ||
Intercompany payables | 3,947.2 | 5,197.4 | ||
Deferred taxes on income | 116 | 100.4 | ||
Other non-current liabilities | 244.6 | 154.6 | ||
Total stockholders' equity | 3,580.2 | 2,609.3 | ||
Total liabilities and stockholders' equity | 13,383.8 | 12,623 | ||
Guarantor Subsidiaries | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 4.3 | 9.3 | 24.4 | 13.5 |
Accounts receivable | 4.1 | 1.2 | ||
Inventories | 1,245.7 | 919.4 | ||
Other current assets | 264.1 | 161.7 | ||
Total current assets | 1,518.2 | 1,091.6 | ||
Property, plant and equipment, net | 470.8 | 456.5 | ||
Goodwill | 2,572.2 | 2,572 | ||
Intangibles, net | 2,338.8 | 2,350.7 | ||
Intercompany receivables | 3,560.8 | 4,758.6 | ||
Investment in subsidiaries | 1,983.7 | 2,029.1 | ||
Other non-current assets | 26.6 | 26.9 | ||
Total assets | 12,471.1 | 13,285.4 | ||
Short-term debt and current portion of long-term debt | 1.5 | 1.6 | ||
Accounts payable | 491.8 | 529.8 | ||
Other current liabilities | 281.4 | 337.4 | ||
Total current liabilities | 774.7 | 868.8 | ||
Long-term debt | 3.2 | 4.2 | ||
Intercompany payables | 3,091.3 | 4,044 | ||
Deferred taxes on income | 1,031.1 | 1,039.3 | ||
Other non-current liabilities | 141.1 | 160.5 | ||
Total stockholders' equity | 7,429.7 | 7,168.6 | ||
Total liabilities and stockholders' equity | 12,471.1 | 13,285.4 | ||
Non-Guarantor Subsidiaries | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 381.7 | 426.7 | $ 384.7 | $ 484.2 |
Accounts receivable | 1,445.9 | 1,276.7 | ||
Inventories | 838.8 | 585.3 | ||
Other current assets | 132.9 | 170.6 | ||
Total current assets | 2,799.3 | 2,459.3 | ||
Property, plant and equipment, net | 419.2 | 346.4 | ||
Goodwill | 959.6 | 308.2 | ||
Intangibles, net | 830.4 | 247.8 | ||
Intercompany receivables | 3,159.4 | 4,547.7 | ||
Other non-current assets | 86.5 | 69.4 | ||
Total assets | 8,254.4 | 7,978.8 | ||
Short-term debt and current portion of long-term debt | 487.4 | 546.3 | ||
Accounts payable | 297 | 271.4 | ||
Other current liabilities | 281.7 | 271.4 | ||
Total current liabilities | 1,066.1 | 1,089.1 | ||
Long-term debt | 7.9 | 17.8 | ||
Intercompany payables | 4,051.3 | 4,706.1 | ||
Deferred taxes on income | 306.9 | 82.4 | ||
Other non-current liabilities | 107.9 | 111.6 | ||
Total stockholders' equity | 2,714.3 | 1,971.8 | ||
Total liabilities and stockholders' equity | 8,254.4 | 7,978.8 | ||
Eliminations | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Intercompany receivables | (11,089.8) | (13,947.5) | ||
Investment in subsidiaries | (10,144) | (9,140.4) | ||
Total assets | (21,233.8) | (23,087.9) | ||
Intercompany payables | (11,089.8) | (13,947.5) | ||
Total stockholders' equity | (10,144) | (9,140.4) | ||
Total liabilities and stockholders' equity | $ (21,233.8) | $ (23,087.9) |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities, net | $ (229.4) | $ (49.9) |
Net change in short-term debt | (65.9) | 52.7 |
Proceeds from issuance of long-term debt | 898.8 | 1,104.8 |
Payments on long-term debt | (37.2) | (589.6) |
Issuance (repurchase) of common stock, net | 897.7 | (269.5) |
Excess tax benefits from stock-based compensation | 21.8 | 35.2 |
Other | (13.4) | (26.3) |
Net cash provided by (used in) financing activities | 1,701.8 | 307.3 |
Additions to property, plant and equipment | (146.5) | (149.2) |
Acquisition of businesses, net of cash acquired | (1,393.9) | (517.7) |
Other | 41 | 3.5 |
Net cash provided by (used in) investing activities | (1,499.4) | (663.4) |
Effect of exchange rate changes on cash | (42.3) | (16.2) |
Net decrease in cash and cash equivalents | (69.3) | (422.2) |
Cash and cash equivalents at beginning of period | 1,164.8 | 1,128.5 |
Cash and cash equivalents at end of period | 1,095.5 | 706.3 |
Parent Company | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities, net | (71.6) | (173.5) |
(Payments on) proceeds from intercompany transactions | (332.3) | (409) |
Proceeds from issuance of long-term debt | 896.8 | 1,092.5 |
Payments on long-term debt | (36) | (588) |
Issuance (repurchase) of common stock, net | 897.7 | (269.5) |
Excess tax benefits from stock-based compensation | 21.8 | 35.2 |
Other | (7.5) | (18.1) |
Net cash provided by (used in) financing activities | 1,440.5 | (156.9) |
Additions to property, plant and equipment | (10) | (3.2) |
Acquisition of businesses, net of cash acquired | (1,378.2) | |
Net cash provided by (used in) investing activities | (1,388.2) | (3.2) |
Net decrease in cash and cash equivalents | (19.3) | (333.6) |
Cash and cash equivalents at beginning of period | 728.8 | 630.8 |
Cash and cash equivalents at end of period | 709.5 | 297.2 |
Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities, net | 10.7 | 204.8 |
Net change in short-term debt | (0.5) | |
(Payments on) proceeds from intercompany transactions | 96.6 | 249.2 |
Proceeds from issuance of long-term debt | 1.6 | |
Payments on long-term debt | (0.6) | (1) |
Other | (0.4) | (7.6) |
Net cash provided by (used in) financing activities | 95.1 | 242.2 |
Additions to property, plant and equipment | (97.2) | (94.7) |
Acquisition of businesses, net of cash acquired | (7.1) | (340.4) |
Intercompany investing activities, net | (4.6) | |
Other | (1.9) | (1) |
Net cash provided by (used in) investing activities | (110.8) | (436.1) |
Net decrease in cash and cash equivalents | (5) | 10.9 |
Cash and cash equivalents at beginning of period | 9.3 | 13.5 |
Cash and cash equivalents at end of period | 4.3 | 24.4 |
Non-Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities, net | (168.5) | (76.1) |
Net change in short-term debt | (65.4) | 52.7 |
(Payments on) proceeds from intercompany transactions | 240.3 | 154.7 |
Proceeds from issuance of long-term debt | 2 | 10.7 |
Payments on long-term debt | (0.6) | (0.6) |
Other | (5.5) | (0.6) |
Net cash provided by (used in) financing activities | 170.8 | 216.9 |
Additions to property, plant and equipment | (39.3) | (51.3) |
Acquisition of businesses, net of cash acquired | (8.6) | (177.3) |
Other | 42.9 | 4.5 |
Net cash provided by (used in) investing activities | (5) | (224.1) |
Effect of exchange rate changes on cash | (42.3) | (16.2) |
Net decrease in cash and cash equivalents | (45) | (99.5) |
Cash and cash equivalents at beginning of period | 426.7 | 484.2 |
Cash and cash equivalents at end of period | 381.7 | 384.7 |
Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities, net | (5.1) | |
(Payments on) proceeds from intercompany transactions | (4.6) | 5.1 |
Net cash provided by (used in) financing activities | (4.6) | $ 5.1 |
Intercompany investing activities, net | 4.6 | |
Net cash provided by (used in) investing activities | $ 4.6 |