| Segments
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• | raw materials, |
• | direct labor, and |
• | manufacturing and indirect overhead. |
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January 1, 2016 | ||||||
As Reported | Recasted1 | |||||
Other assets (non-current assets) | $ | 434.2 | $ | 393.7 | ||
Deferred income taxes (non-current liabilities) | $ | 165.5 | $ | 162.1 | ||
Accumulated deficit | $ | (132.8 | ) | $ | (88.9 | ) |
Year ended December 31, 2015 | ||||||
As Reported | Recasted | |||||
Net cash provided by operating activities | $ | 399.6 | $ | 409.8 | ||
Net cash used for financing activities | $ | (74.5 | ) | $ | (84.7 | ) |
December 31, 2015 | ||||||
As Reported | Recasted | |||||
Deferred income taxes (current assets) | $ | 69.5 | $ | — | ||
Other assets (non-current assets) | $ | 434.2 | $ | 479.6 | ||
Deferred income taxes (current liabilities) | $ | 6.6 | $ | — | ||
Deferred income taxes (non-current liabilities) | $ | 165.5 | $ | 148.0 |
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Performance Coatings | Transportation Coatings | Total | |||||||
December 31, 2014 | $ | 933.6 | $ | 67.5 | $ | 1,001.1 | |||
Goodwill from acquisitions | 17.2 | 0.7 | $ | 17.9 | |||||
Foreign currency translation | (84.7 | ) | (6.1 | ) | $ | (90.8 | ) | ||
December 31, 2015 | $ | 866.1 | $ | 62.1 | $ | 928.2 | |||
Goodwill from acquisitions | 64.2 | 15.5 | 79.7 | ||||||
Foreign currency translation | (43.8 | ) | (3.1 | ) | (46.9 | ) | |||
December 31, 2016 | $ | 886.5 | $ | 74.5 | $ | 961.0 |
December 31, 2016 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 417.1 | $ | (153.6 | ) | $ | 263.5 | 10.2 | ||
Trademarks—indefinite-lived | 273.2 | — | 273.2 | Indefinite | ||||||
Trademarks—definite-lived | 55.0 | (11.4 | ) | 43.6 | 14.8 | |||||
Customer relationships | 672.6 | (123.3 | ) | 549.3 | 18.7 | |||||
Non-compete agreements | 2.4 | (1.7 | ) | 0.7 | 4.6 | |||||
Total | $ | 1,420.3 | $ | (290.0 | ) | $ | 1,130.3 |
December 31, 2015 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 413.0 | $ | (117.2 | ) | $ | 295.8 | 10.0 | ||
Trademarks—indefinite-lived | 284.4 | — | 284.4 | Indefinite | ||||||
Trademarks—definite-lived | 45.2 | (8.5 | ) | 36.7 | 14.7 | |||||
Customer relationships | 676.1 | (102.1 | ) | 574.0 | 19.3 | |||||
Non-compete agreements | 1.9 | (1.2 | ) | 0.7 | 4.6 | |||||
Total | $ | 1,420.6 | $ | (229.0 | ) | $ | 1,191.6 |
In Process Research and Development | Activity | ||
Balance at December 31, 2014 | $ | 5.2 | |
Completed | (3.5 | ) | |
Abandoned | (0.1 | ) | |
Balance at December 31, 2015 | $ | 1.6 | |
Completed | — | ||
Abandoned | — | ||
Foreign currency translation | (0.1 | ) | |
Balance at December 31, 2016 | $ | 1.5 |
2017 | $ | 80.5 | |
2018 | $ | 80.5 | |
2019 | $ | 80.5 | |
2020 | $ | 80.4 | |
2021 | $ | 80.4 |
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Balance at December 31, 2013 | $ | 98.4 | |
Expense recorded | 8.5 | ||
Payments made | (51.6 | ) | |
Foreign currency translation | (6.8 | ) | |
Balance at December 31, 2014 | $ | 48.5 | |
Expense recorded | 31.9 | ||
Payments made | (33.8 | ) | |
Foreign currency translation | (5.3 | ) | |
Balance at December 31, 2015 | $ | 41.3 | |
Expense recorded | 58.5 | ||
Payments made | (31.0 | ) | |
Foreign currency translation | (2.7 | ) | |
Balance at December 31, 2016 | $ | 66.1 |
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Defined Benefits | ||||||
Year Ended December 31, | ||||||
Obligations and Funded Status | 2016 | 2015 | ||||
Change in benefit obligation: | ||||||
Projected benefit obligation at beginning of year | $ | 541.7 | $ | 613.1 | ||
Service cost | 10.7 | 12.0 | ||||
Interest cost | 15.1 | 16.9 | ||||
Participant contributions | 1.0 | 0.9 | ||||
Actuarial losses (gains), net | 57.4 | (12.0 | ) | |||
Plan curtailments, settlements and special termination benefits | (2.0 | ) | (4.7 | ) | ||
Benefits paid | (21.8 | ) | (27.4 | ) | ||
Amendments | — | 2.7 | ||||
Currency translation adjustment | (54.5 | ) | (59.8 | ) | ||
Projected benefit obligation at end of year | 547.6 | 541.7 | ||||
Change in plan assets: | ||||||
Fair value of plan assets at beginning of year | 278.4 | 294.5 | ||||
Actual return on plan assets | 41.1 | 6.0 | ||||
Employer contributions | 27.0 | 31.1 | ||||
Participant contributions | 1.0 | 0.9 | ||||
Benefits paid | (21.8 | ) | (27.4 | ) | ||
Settlements | (1.2 | ) | (4.7 | ) | ||
Currency translation adjustment | (35.8 | ) | (22.0 | ) | ||
Fair value of plan assets at end of year | 288.7 | 278.4 | ||||
Funded status, net | $ | (258.9 | ) | $ | (263.3 | ) |
Amounts recognized in the consolidated balance sheets consist of: | ||||||
Other assets | $ | 0.3 | $ | 0.2 | ||
Other accrued liabilities | (10.1 | ) | (11.2 | ) | ||
Accrued pension and other long-term employee benefits | (249.1 | ) | (252.3 | ) | ||
Net amount recognized | $ | (258.9 | ) | $ | (263.3 | ) |
Year Ended December 31, | ||||||
2016 | 2015 | |||||
ABO | $ | 516.4 | $ | 500.1 | ||
Plans with PBO in excess of plan assets: | ||||||
PBO | $ | 542.6 | $ | 537.1 | ||
ABO | $ | 511.6 | $ | 495.7 | ||
Fair value plan assets | $ | 283.4 | $ | 273.7 | ||
Plans with ABO in excess of plan assets: | ||||||
PBO | $ | 488.2 | $ | 532.0 | ||
ABO | $ | 461.3 | $ | 492.7 | ||
Fair value plan assets | $ | 232.6 | $ | 270.3 |
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Accumulated net actuarial losses | $ | (76.6 | ) | $ | (48.3 | ) |
Accumulated prior service credit | 0.9 | 1.5 | ||||
Total | $ | (75.7 | ) | $ | (46.8 | ) |
2017 | |||
Amortization of net actuarial losses | $ | (1.8 | ) |
Amortization of prior service credit | — | ||
Total | $ | (1.8 | ) |
Defined Benefits | |||||||||
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Components of net periodic benefit cost and amounts recognized in other comprehensive (income) loss: | |||||||||
Net periodic benefit cost: | |||||||||
Service cost | $ | 10.7 | $ | 12.0 | $ | 15.4 | |||
Interest cost | 15.1 | 16.9 | 22.9 | ||||||
Expected return on plan assets | (12.6 | ) | (14.6 | ) | (14.8 | ) | |||
Amortization of actuarial (gain) loss, net | 0.4 | 0.4 | (0.3 | ) | |||||
Amortization of prior service credit | — | (0.1 | ) | — | |||||
Curtailment gain | (1.1 | ) | — | (7.3 | ) | ||||
Settlement (gain) loss | (0.5 | ) | 0.5 | 0.1 | |||||
Special termination benefit loss | 0.2 | — | — | ||||||
Net periodic benefit cost | 12.2 | 15.1 | 16.0 | ||||||
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss: | |||||||||
Net actuarial (gain) loss, net | 27.7 | (3.4 | ) | 60.6 | |||||
Amortization of actuarial gain (loss), net | (0.4 | ) | (0.4 | ) | 0.3 | ||||
Prior service (credit) cost | — | 2.7 | (4.3 | ) | |||||
Amortization of prior service credit | — | 0.1 | — | ||||||
Curtailment gain | 1.1 | — | 7.3 | ||||||
Settlement gain (loss) | 0.5 | (0.5 | ) | (0.1 | ) | ||||
Other adjustments | — | — | (4.9 | ) | |||||
Total (gain) loss recognized in other comprehensive (income) loss | 28.9 | (1.5 | ) | 58.9 | |||||
Total recognized in net periodic benefit cost and other comprehensive (income) loss | $ | 41.1 | $ | 13.6 | $ | 74.9 |
Other Long-Term Employee Benefits | |||||||||
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Components of net periodic benefit (gain) cost and amounts recognized in other comprehensive (income) loss: | |||||||||
Net periodic benefit (gain) cost: | |||||||||
Service cost | $ | — | $ | — | $ | 0.1 | |||
Interest cost | — | — | 0.1 | ||||||
Amortization of actuarial loss, net | — | — | 0.1 | ||||||
Amortization of prior service credit | — | (3.7 | ) | (1.4 | ) | ||||
Settlement loss | — | 0.3 | — | ||||||
Net periodic benefit (gain) cost | — | (3.4 | ) | (1.1 | ) | ||||
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss: | |||||||||
Net actuarial (gain) loss | — | — | (4.6 | ) | |||||
Amortization of actuarial gain (loss) | — | — | (0.1 | ) | |||||
Amortization of prior service credit | — | 3.7 | 1.4 | ||||||
Settlement loss | — | (0.3 | ) | — | |||||
Other adjustments | — | 0.3 | — | ||||||
Total (gain) loss recognized in other comprehensive income | — | 3.7 | (3.3 | ) | |||||
Total recognized in net periodic benefit cost and other comprehensive (income) loss | $ | — | $ | 0.3 | $ | (4.4 | ) |
2016 | 2015 | 2014 | ||||
Pension Benefits | ||||||
Weighted-average assumptions: | ||||||
Discount rate to determine benefit obligation | 2.52 | % | 3.05 | % | 3.23 | % |
Discount rate to determine net cost | 3.05 | % | 3.23 | % | 4.11 | % |
Rate of future compensation increases to determine benefit obligation | 3.07 | % | 3.03 | % | 3.57 | % |
Rate of future compensation increases to determine net cost | 3.03 | % | 3.57 | % | 3.52 | % |
Rate of return on plan assets to determine net cost | 4.75 | % | 5.21 | % | 5.23 | % |
2016 | 2015 | 2014 | ||||
Other Long-Term Employee Benefits | ||||||
Weighted-average assumptions: | ||||||
Discount rate to determine benefit obligation | — | — | 1.50 | % | ||
Discount rate to determine net cost | — | 1.50 | % | 4.80 | % | |
Rate of future compensation increases to determine benefit obligation | — | — | — | |||
Rate of future compensation increases to determine net cost | — | — | — |
Year ended December 31, | Benefits | ||
2017 | $ | 25.2 | |
2018 | $ | 24.1 | |
2019 | $ | 27.5 | |
2020 | $ | 25.7 | |
2021 | $ | 25.3 | |
2022—2026 | $ | 164.2 |
Asset Category | 2016 | 2015 | Target Allocation |
Equity securities | 30-35% | 30-35% | 30-35% |
Debt securities | 35-40% | 35-40% | 35-40% |
Real estate | 0-5% | 0-5% | 0-5% |
Other | 25-30% | 20-25% | 25-30% |
Fair value measurements at December 31, 2016 | ||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||
Asset Category: | ||||||||||||
Cash and cash equivalents | $ | 2.8 | $ | 2.8 | $ | — | $ | — | ||||
U.S. equity securities | 30.7 | 30.7 | — | — | ||||||||
Non-U.S. equity securities | 63.9 | 63.5 | 0.3 | 0.1 | ||||||||
Debt securities—government issued | 60.9 | 48.0 | 12.9 | — | ||||||||
Debt securities—corporate issued | 38.4 | 31.0 | 5.3 | 2.1 | ||||||||
Hedge funds | 0.2 | 0.2 | — | — | ||||||||
Private market securities | 64.4 | 0.2 | 0.1 | 64.1 | ||||||||
Real estate investments | 11.2 | — | — | 11.2 | ||||||||
Total | $ | 272.5 | $ | 176.4 | $ | 18.6 | $ | 77.5 | ||||
Debt asset backed securities at NAV | 8.8 | |||||||||||
Hedge funds at NAV | 7.4 | |||||||||||
$ | 288.7 |
Fair value measurements at December 31, 2015 | ||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||
Asset Category: | ||||||||||||
Cash and cash equivalents | $ | 2.8 | $ | 2.8 | $ | — | $ | — | ||||
U.S. equity securities | 23.6 | 23.6 | — | — | ||||||||
Non-U.S. equity securities | 70.3 | 69.8 | 0.4 | 0.1 | ||||||||
Debt—government issued | 64.8 | 53.0 | 11.8 | — | ||||||||
Debt—corporate issued | 44.4 | 37.7 | 4.5 | 2.2 | ||||||||
Hedge funds | 0.2 | 0.2 | — | — | ||||||||
Private market securities | 63.8 | 0.4 | 0.1 | 63.3 | ||||||||
Real estate investments | 8.5 | — | — | 8.5 | ||||||||
Total | $ | 278.4 | $ | 187.5 | $ | 16.8 | $ | 74.1 |
Level 3 assets | ||||||||||||
Total | Private market securities | Debt and Equity | Real estate investments | |||||||||
Ending balance at December 31, 2014 | $ | 65.8 | $ | 63.0 | $ | 2.4 | $ | 0.4 | ||||
Realized (loss) | — | — | — | — | ||||||||
Change in unrealized gain | (5.2 | ) | (5.2 | ) | (0.1 | ) | 0.1 | |||||
Purchases, sales, issues and settlements | 13.5 | 5.5 | — | 8.0 | ||||||||
Transfers in/(out) of Level 3 | — | — | — | — | ||||||||
Ending balance at December 31, 2015 | $ | 74.1 | $ | 63.3 | $ | 2.3 | $ | 8.5 | ||||
Realized (loss) | — | — | — | — | ||||||||
Change in unrealized gain | 1.3 | (1.4 | ) | (0.1 | ) | 2.8 | ||||||
Purchases, sales, issues and settlements | 2.1 | 2.2 | — | (0.1 | ) | |||||||
Transfers in/(out) of Level 3 | — | — | — | — | ||||||||
Ending balance at December 31, 2016 | $ | 77.5 | $ | 64.1 | $ | 2.2 | $ | 11.2 |
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Sale-leaseback obligations | |||
2017 | $ | 1.0 | |
2018 | 1.7 | ||
2019 | 1.7 | ||
2020 | 1.7 | ||
2021 | 1.7 | ||
Thereafter | 19.6 | ||
Total minimum payments | $ | 27.4 |
Operating Leases | |||
2017 | $ | 37.7 | |
2018 | 31.0 | ||
2019 | 22.2 | ||
2020 | 18.2 | ||
2021 | 15.6 | ||
Thereafter | 90.9 | ||
Total minimum payments | $ | 215.6 |
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2016 Grants | 2015 Grants | 2014 Grants | ||||
Expected Term | 6.00 years | 6.00 years | 7.81 years | |||
Volatility | 21.63 | % | 22.19 | % | 28.28 | % |
Dividend Yield | — | — | — | |||
Discount Rate | 1.45 | % | 1.79 | % | 2.21 | % |
• | the fact that we were a private company with illiquid securities; |
• | our historical operating results; |
• | our discounted future cash flows, based on our projected operating results; |
• | valuations of comparable public companies; and |
• | the risk involved in the investment, as related to earnings stability, capital structure, competition and market potential. |
Awards (in millions) | Weighted- Average Exercise Price | Aggregate Intrinsic Value (in millions) | Weighted Average Remaining Contractual Life (years) | ||||||
Outstanding at December 31, 2015 | 11.0 | $ | 12.19 | ||||||
Granted | 1.1 | $ | 23.28 | ||||||
Exercised | (2.1 | ) | $ | 7.92 | |||||
Forfeited | (0.4 | ) | $ | 11.40 | |||||
Outstanding at December 31, 2016 | 9.6 | $ | 14.40 | ||||||
Vested and expected to vest at December 31, 2016 | 9.6 | $ | 14.40 | $ | 128.3 | 7.17 | |||
Exercisable at December 31, 2016 | 7.7 | $ | 11.42 | $ | 124.0 | 6.79 |
Awards (millions) | Weighted-Average Fair Value | ||||
Outstanding at January 1, 2016 | 1.7 | $ | 32.22 | ||
Granted | 0.9 | $ | 23.64 | ||
Vested | (0.2 | ) | $ | 31.60 | |
Forfeited | (0.1 | ) | $ | 26.91 | |
Outstanding at December 31, 2016 | 2.3 | $ | 29.18 |
Awards (millions) | Weighted-Average Fair Value | ||||
Outstanding at January 1, 2016 | — | $ | — | ||
Granted | 0.3 | $ | 24.74 | ||
Vested | — | $ | — | ||
Forfeited | — | $ | — | ||
Outstanding at December 31, 2016 | 0.3 | $ | 27.74 |
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Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Foreign exchange losses, net | $ | 30.6 | $ | 93.7 | $ | 81.2 | |||
Management fees and expenses | — | — | 16.6 | ||||||
Impairment of real estate investment | 10.5 | 30.6 | — | ||||||
Indemnity (gains) losses associated with the Acquisition | (0.7 | ) | (1.0 | ) | 17.8 | ||||
Debt extinguishment and refinancing related costs | 97.6 | 2.5 | 6.1 | ||||||
Other miscellaneous expense (income), net | 4.7 | (14.6 | ) | (6.7 | ) | ||||
Total | $ | 142.7 | $ | 111.2 | $ | 115.0 |
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Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Domestic | $ | 31.9 | $ | (19.4 | ) | $ | (8.8 | ) | |
Foreign | 55.5 | 180.6 | 45.6 | ||||||
Total | $ | 87.4 | $ | 161.2 | $ | 36.8 |
Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | |||||||||||||||||||||||||
Current | Deferred | Total | Current | Deferred | Total | Current | Deferred | Total | |||||||||||||||||||
U.S. federal | $ | 0.9 | $ | (0.2 | ) | $ | 0.7 | $ | — | $ | 19.2 | $ | 19.2 | $ | — | $ | (2.1 | ) | $ | (2.1 | ) | ||||||
U.S. state and local | 3.7 | 8.3 | 12.0 | 3.1 | 8.6 | 11.7 | 2.0 | (2.9 | ) | (0.9 | ) | ||||||||||||||||
Foreign | 49.4 | (22.3 | ) | 27.1 | 65.2 | (32.8 | ) | 32.4 | 38.3 | (33.2 | ) | 5.1 | |||||||||||||||
Total | $ | 54.0 | $ | (14.2 | ) | $ | 39.8 | $ | 68.3 | $ | (5.0 | ) | $ | 63.3 | $ | 40.3 | $ | (38.2 | ) | $ | 2.1 |
Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | |||||||||||||
Statutory U.S. federal income tax rate(1) | $ | 30.6 | 35.0 | % | $ | 56.4 | 35.0 | % | $ | 12.9 | 35.0 | % | |||
Foreign income taxed at rates other than 35% | (45.6 | ) | (52.2 | ) | (41.4 | ) | (25.6 | ) | (46.7 | ) | (127.0 | ) | |||
Changes in valuation allowances | 9.6 | 11.0 | 34.4 | 21.3 | 44.4 | 120.9 | |||||||||
Foreign exchange gain (loss), net | 3.1 | 3.5 | (10.5 | ) | (6.5 | ) | 8.7 | 23.7 | |||||||
Unrecognized tax benefits(2) | 7.1 | 8.1 | 0.4 | 0.3 | (44.0 | ) | (119.7 | ) | |||||||
Foreign taxes | 4.5 | 5.1 | 5.8 | 3.6 | 1.2 | 3.3 | |||||||||
Non-deductible interest | 6.7 | 7.6 | 4.9 | 3.0 | 15.4 | 41.9 | |||||||||
Non-deductible expenses | 4.7 | 5.4 | 5.5 | 3.4 | 14.2 | 38.6 | |||||||||
Tax credits | (6.7 | ) | (7.7 | ) | (5.5 | ) | (3.4 | ) | (5.1 | ) | (13.8 | ) | |||
Excess tax benefits relating to share-based compensation(3) | (13.4 | ) | (15.4 | ) | — | — | — | — | |||||||
Venezuela impairment | 23.8 | 27.2 | 10.7 | 6.6 | — | — | |||||||||
U.S. state and local taxes, net | 7.8 | 9.0 | 8.1 | 5.0 | — | — | |||||||||
Other - net | 7.6 | 9.0 | (5.5 | ) | (3.4 | ) | 1.1 | 2.8 | |||||||
Total income tax provision (benefit) / effective tax rate | $ | 39.8 | 45.6 | % | $ | 63.3 | 39.3 | % | $ | 2.1 | 5.7 | % |
(1) | The U.S. statutory rate has been used as management believes it is more meaningful to the Company. |
(2) | Within this amount, the Company released an unrecognized tax benefit of $21.1 million in 2014 and recorded an unrecognized tax benefit of $3.6 million in 2016, both of which related to non-deductible interest and debt acquisition costs. These adjustments were fully offset by changes in the valuation allowance. |
(3) | During the year ended December 31, 2016, the Company early adopted ASU 2016-09, which now requires the excess tax benefits related to share-based compensation to be reflected in the consolidated statements of operations as a component of provision for income taxes. Refer to Note 4 to the consolidated financial statements for further information. |
Deferred Tax Balances | Year Ended December 31, | |||||
2016 | 2015 | |||||
Deferred tax asset | ||||||
Tax loss, credit and interest carryforwards | $ | 263.7 | $ | 227.4 | ||
Goodwill and intangibles | 48.1 | 93.6 | ||||
Compensation and employee benefits | 92.8 | 93.8 | ||||
Accruals and other reserves | 31.7 | 30.4 | ||||
Research and development capitalization | 15.7 | — | ||||
Other | 16.4 | 12.1 | ||||
Total deferred tax assets | 468.4 | 457.3 | ||||
Less: Valuation allowance | (135.4 | ) | (127.8 | ) | ||
Net deferred tax assets | 333.0 | 329.5 | ||||
Deferred tax liabilities | ||||||
Property, plant & equipment | (168.4 | ) | (191.5 | ) | ||
Equity investment & other securities | (0.7 | ) | (0.5 | ) | ||
Unremitted earnings | (5.8 | ) | (6.3 | ) | ||
Long-term debt | (4.2 | ) | (6.6 | ) | ||
Total deferred tax liabilities | (179.1 | ) | (204.9 | ) | ||
Net deferred tax asset | $ | 153.9 | $ | 124.6 | ||
Non-current assets1 | 314.1 | 272.6 | ||||
Non-current liability1 | (160.2 | ) | (148.0 | ) | ||
Net deferred tax asset | $ | 153.9 | $ | 124.6 |
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Balance at January 1 | $ | 4.7 | $ | 5.3 | $ | 38.9 | |||
Increases related to acquisition | — | — | — | ||||||
Increases related to positions taken on items from prior years | — | — | — | ||||||
Decreases related to positions taken on items from prior years | (0.2 | ) | (0.6 | ) | (33.6 | ) | |||
Increases related to positions taken in the current year | 7.8 | — | — | ||||||
Settlement of uncertain tax positions with tax authorities | — | — | — | ||||||
Decreases due to expiration of statutes of limitations | — | — | — | ||||||
Balance at December 31 | $ | 12.3 | $ | 4.7 | $ | 5.3 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Accounts receivable—trade, net | $ | 640.4 | $ | 647.2 | ||
Notes receivable | 68.7 | 43.0 | ||||
Other | 92.8 | 75.6 | ||||
Total | $ | 801.9 | $ | 765.8 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Finished products | $ | 315.2 | $ | 313.1 | ||
Semi-finished products | 87.5 | 88.5 | ||||
Raw materials and supplies | 127.0 | 129.1 | ||||
Total | $ | 529.7 | $ | 530.7 |
|
Year Ended December 31, | |||||||||
Useful Lives (years) | 2016 | 2015 | |||||||
Land | $ | 85.2 | $ | 84.4 | |||||
Buildings and improvements | 5 | - | 25 | 454.0 | 423.5 | ||||
Machinery and equipment | 3 | - | 25 | 1,087.5 | 1,040.2 | ||||
Software | 5 | - | 7 | 139.7 | 132.1 | ||||
Other | 3 | - | 20 | 35.6 | 36.2 | ||||
Construction in progress | 131.0 | 138.9 | |||||||
Total | 1,933.0 | 1,855.3 | |||||||
Accumulated depreciation | (617.3 | ) | (472.4 | ) | |||||
Property, plant and equipment, net | $ | 1,315.7 | $ | 1,382.9 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Available for sale securities | $ | 4.4 | $ | 4.2 | ||
Deferred income taxes—non-current | 314.1 | 272.6 | ||||
Other assets | 209.3 | 202.8 | ||||
Total | $ | 527.8 | $ | 479.6 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Trade payables | $ | 429.5 | $ | 418.6 | ||
Non-income taxes | 27.2 | 22.4 | ||||
Other | 17.5 | 13.7 | ||||
Total | $ | 474.2 | $ | 454.7 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Compensation and other employee-related costs | $ | 145.8 | $ | 140.0 | ||
Current portion of long-term employee benefit plans | 10.1 | 11.2 | ||||
Restructuring | 66.1 | 41.3 | ||||
Discounts, rebates, and warranties | 97.4 | 74.8 | ||||
Income taxes payable | 23.3 | 18.8 | ||||
Derivative liabilities | 1.3 | 1.8 | ||||
Other | 73.6 | 82.3 | ||||
Total | $ | 417.6 | $ | 370.2 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
2020 Dollar Term Loans | $ | — | $ | 2,042.5 | ||
2020 Euro Term Loans | — | 428.0 | ||||
2023 Dollar Term Loans | 1,545.0 | — | ||||
2023 Euro Term Loans | 417.6 | — | ||||
2021 Dollar Senior Notes | — | 750.0 | ||||
2021 Euro Senior Notes | — | 274.4 | ||||
2024 Dollar Senior Notes | 500.0 | — | ||||
2024 Euro Senior Notes | 349.7 | — | ||||
2025 Euro Senior Notes | 469.8 | — | ||||
Short-term and other borrowings | 39.8 | 26.5 | ||||
Unamortized original issue discount | (10.0 | ) | (14.0 | ) | ||
Unamortized deferred financing costs | (48.0 | ) | (65.9 | ) | ||
$ | 3,263.9 | $ | 3,441.5 | |||
Less: | ||||||
Short term borrowings | $ | 8.3 | $ | 22.7 | ||
Current portion of long-term borrowings | 19.6 | 27.4 | ||||
Long-term debt | $ | 3,236.0 | $ | 3,391.4 |
Period | 2024 Dollar Notes Percentage | |
2019 | 103.656 | % |
2020 | 102.438 | % |
2021 | 101.219 | % |
2022 and thereafter | 100.000 | % |
Period | 2024 Euro Notes Percentage | |
2019 | 103.188 | % |
2020 | 102.125 | % |
2021 | 101.063 | % |
2022 and thereafter | 100.000 | % |
Period | 2025 Euro Notes Percentage | |
2019 | 102.813 | % |
2020 | 101.875 | % |
2021 | 100.938 | % |
2022 and thereafter | 100.000 | % |
2017 | $ | 27.9 | |
2018 | 21.3 | ||
2019 | 20.5 | ||
2020 | 20.4 | ||
2021 | 20.3 | ||
Thereafter | 3,193.8 | ||
$ | 3,304.2 |
|
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Prepaid and other assets: | ||||||
Interest rate swaps | $ | 0.1 | $ | 0.4 | ||
Total assets | $ | 0.1 | $ | 0.4 | ||
Other accrued liabilities: | ||||||
Interest rate swaps | $ | 0.8 | $ | — | ||
Other liabilities: | ||||||
Interest rate swaps | $ | — | $ | 1.8 | ||
Total liabilities | $ | 0.8 | $ | 1.8 |
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Prepaid and other assets: | ||||||
Foreign currency contracts | $ | 0.1 | $ | 0.3 | ||
Total assets | $ | 0.1 | $ | 0.3 | ||
Other accrued liabilities: | ||||||
Foreign currency contracts | $ | 0.5 | $ | — | ||
Total liabilities: | 0.5 | — |
Derivatives in Cash Flow Hedging Relationships in 2016: | Amount of (Gain) Loss Recognized in OCI on Derivatives (Effective Portion) | Location of (Gain) Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of (Gain) Loss Reclassified from Accumulated OCI to Income (Effective Portion) | Location of (Gains) Losses Recognized in Income on Derivatives (Ineffective Portion) | Amount of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | ||||||
Interest rate contracts | $ | 2.0 | Interest expense, net | $ | 5.9 | Interest expense, net | $ | 1.2 |
Derivatives in Cash Flow Hedging Relationships in 2015: | Amount of (Gain) Loss Recognized in OCI on Derivatives (Effective Portion) | Location of (Gain) Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of (Gain) Loss Reclassified from Accumulated OCI to Income (Effective Portion) | Location of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | Amount of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | ||||||
Interest rate contracts | $ | 5.5 | Interest expense, net | $ | 6.5 | Interest expense, net | $ | 0.4 |
Derivatives in Cash Flow Hedging Relationships in 2014: | Amount of (Gain) Loss Recognized in OCI on Derivatives (Effective Portion) | Location of (Gain) Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of (Gain) Loss Reclassified from Accumulated OCI to Income (Effective Portion) | Location of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | Amount of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | ||||||
Interest rate contracts | $ | 4.6 | Interest expense, net | $ | 6.5 | Interest expense, net | $ | 0.3 |
Derivatives Not Designated as Hedging Instruments under ASC 815 | Location of (Gain) Loss Recognized in Income on Derivatives | Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | ||||||
Foreign currency forward contracts | Other expense, net | $ | 4.3 | $ | (5.6 | ) | $ | 1.4 | ||
Interest rate cap | Interest expense, net | — | 0.1 | 3.4 | ||||||
$ | 4.3 | $ | (5.5 | ) | $ | 4.8 |
|
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Performance Coatings | |||||||||
Refinish | $ | 1,684.4 | $ | 1,702.0 | $ | 1,850.8 | |||
Industrial | 718.8 | 683.1 | 734.2 | ||||||
Total Net sales Performance Coatings | 2,403.2 | 2,385.1 | 2,585.0 | ||||||
Transportation Coatings | |||||||||
Light Vehicle | 1,337.7 | 1,310.6 | 1,384.5 | ||||||
Commercial Vehicle | 332.6 | 391.5 | 392.2 | ||||||
Total Net sales Transportation Coatings | 1,670.3 | 1,702.1 | 1,776.7 | ||||||
Total Net sales | $ | 4,073.5 | $ | 4,087.2 | $ | 4,361.7 |
Performance Coatings | Transportation Coatings | Total | |||||||
For the Year ended December 31, 2016 | |||||||||
Net sales (1) | $ | 2,403.2 | $ | 1,670.3 | $ | 4,073.5 | |||
Equity in earnings in unconsolidated affiliates | (0.2 | ) | 0.4 | 0.2 | |||||
Adjusted EBITDA (2) | 554.4 | 352.7 | 907.1 | ||||||
Investment in unconsolidated affiliates | 2.5 | 11.1 | 13.6 |
Performance Coatings | Transportation Coatings | Total | |||||||
For the Year ended December 31, 2015 | |||||||||
Net sales (1) | $ | 2,385.1 | $ | 1,702.1 | $ | 4,087.2 | |||
Equity in earnings in unconsolidated affiliates | 0.6 | 0.6 | 1.2 | ||||||
Adjusted EBITDA (2) | 539.1 | 328.1 | 867.2 | ||||||
Investment in unconsolidated affiliates | 4.0 | 8.4 | 12.4 |
Performance Coatings | Transportation Coatings | Total | |||||||
For the Year ended December 31, 2014 | |||||||||
Net sales (1) | $ | 2,585.0 | $ | 1,776.7 | $ | 4,361.7 | |||
Equity in losses in unconsolidated affiliates | (1.2 | ) | (0.2 | ) | (1.4 | ) | |||
Adjusted EBITDA (2) | 547.6 | 292.9 | 840.5 | ||||||
Investment in unconsolidated affiliates | 7.2 | 7.1 | 14.3 |
(1) | The Company has no intercompany sales between segments. |
(2) | The primary measure of segment operating performance is Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization and select other items impacting operating results. These other items impacting operating results are items that management has concluded are (1) non-cash items included within net income, (2) items the Company does not believe are indicative of ongoing operating performance or (3) non-recurring, unusual or infrequent items that the Company believes are not reasonably likely to recur within the next two years. Adjusted EBITDA is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts and prior year financial results, providing a measure that management believes reflects the Company’s core operating performance, which represents EBITDA adjusted for the select items referred to above. Reconciliation of Adjusted EBITDA to income before income taxes follows: |
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Income before income taxes | $ | 87.4 | $ | 161.2 | $ | 36.8 | |||
Interest expense, net | 178.2 | 196.5 | 217.7 | ||||||
Depreciation and amortization | 322.1 | 307.7 | 308.7 | ||||||
EBITDA | 587.7 | 665.4 | 563.2 | ||||||
Debt extinguishment and refinancing related costs (a) | 97.6 | 2.5 | 6.1 | ||||||
Foreign exchange remeasurement losses (b) | 30.6 | 93.7 | 81.2 | ||||||
Long-term employee benefit plan adjustments (c) | 1.5 | (0.3 | ) | (0.6 | ) | ||||
Termination benefits and other employee related costs (d) | 61.8 | 36.6 | 18.4 | ||||||
Consulting and advisory fees (e) | 10.4 | 23.9 | 36.3 | ||||||
Transition-related costs (f) | — | (3.4 | ) | 101.8 | |||||
Offering and transactional costs (g) | 6.0 | (1.5 | ) | 22.3 | |||||
Stock-based compensation (h) | 41.1 | 30.2 | 8.0 | ||||||
Other adjustments (i) | 5.0 | (5.8 | ) | 6.0 | |||||
Dividends in respect of noncontrolling interest (j) | (3.0 | ) | (4.7 | ) | (2.2 | ) | |||
Asset impairments (k) | 68.4 | 30.6 | — | ||||||
Adjusted EBITDA | $ | 907.1 | $ | 867.2 | $ | 840.5 |
(a) | During the years ended December 31, 2016, 2015 and 2014 we prepaid principal on our term loans, resulting in non-cash losses on extinguishment of $9.6 million, $2.5 million and $3.0 million, respectively. During the years ended December 31, 2016 and 2014 we amended our Credit Agreement and refinanced our indebtedness, resulting in additional losses of $88.0 million and $3.1 million, respectively. We do not consider these items to be indicative of our ongoing operating performance. |
(b) | Eliminates foreign exchange losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies, net of the impacts of our foreign currency instruments used to hedge our balance sheet exposures. Exchange effects attributable to the remeasurement of our Venezuelan subsidiary represented losses of $23.5 million, $51.5 million, and gains of $11.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
(c) | Eliminates the non-cash non-service components of long-term employee benefit costs (discussed further at Note 9). |
(d) | Represents expenses primarily related to employee termination benefits including our initiative to improve the overall cost structure within the European region as well as costs associated with our Axalta Way initiatives, which are not considered indicative of our ongoing operating performance. In 2014, termination benefits include the costs associated with our headcount initiatives for establishment of new roles and elimination of old roles and other employee costs associated with cost-saving opportunities that were related to our transition to a standalone entity. |
(e) | Represents fees paid to consultants for professional services primarily related to our Axalta Way initiatives, which are not considered indicative of our ongoing operating performance. Amounts incurred during 2014 relate to services rendered in conjunction with our transition to a standalone entity. |
(f) | Represents charges and a change in estimate associated with the transition costs from DuPont to a standalone entity, including certain Acquisition indemnities. We do not consider these items to be indicative of our ongoing operating performance. |
(g) | Represents costs associated with the offerings of our common shares by Carlyle, including the November 2014 IPO, and acquisition-related expenses, including changes in the fair value of contingent consideration, all of which are not considered indicative of our ongoing operating performance. |
(h) | Represents non-cash costs associated with stock-based compensation, including $8.2 million of expense during the year ended December 31, 2015 attributable to the accelerated vesting of all issued and outstanding stock options issued under the 2013 Plan as a result of the Change in Control. |
(i) | Represents costs for certain non-operational or non-cash (gains) and losses, unrelated to our core business and which we do not consider indicative of ongoing operations, including equity investee dividends, indemnity losses (gains) associated with the Acquisition, losses (gains) on sale and disposal of property, plant and equipment, losses (gains) on the remaining foreign currency derivative instruments, Carlyle management fees incurred prior to the Change in Control and non-cash fair value inventory adjustments associated with our business combinations. |
(j) | Represents the payment of dividends to our joint venture partners by our consolidated entities that are not wholly owned, which are reflected to show the cash operating performance of these entities on Axalta's financial statements. |
(k) | As a result of currency devaluations in Venezuela, we recorded non-cash impairment charges relating to a real estate investment of $10.5 million and $30.6 million during the years ended December 31, 2016 and 2015, respectively. Additionally, during the year ended December 31, 2016, we recorded a $57.9 million non-cash impairment on long-lived assets associated with our Venezuela operations (discussed further at Note 26). We do not consider these impairments to be indicative of our ongoing operating performance. |
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
North America | $ | 1,431.4 | $ | 1,371.9 | $ | 1,307.8 | |||
EMEA | 1,455.3 | 1,425.3 | 1,672.0 | ||||||
Asia Pacific | 723.9 | 717.4 | 715.0 | ||||||
Latin America | 462.9 | 572.6 | 666.9 | ||||||
Total (a) | $ | 4,073.5 | $ | 4,087.2 | $ | 4,361.7 |
Year Ended December 31, | ||||||
2016 | 2015 | |||||
North America | $ | 419.3 | $ | 449.1 | ||
EMEA | 456.9 | 493.2 | ||||
Asia Pacific | 248.0 | 234.5 | ||||
Latin America | 191.5 | 206.1 | ||||
Total (b) | $ | 1,315.7 | $ | 1,382.9 |
(a) | Net Sales are attributed to countries based on location of the customer. Sales to external customers in China represented approximately 13%, 13% and 11% of the total for the years ended December 31, 2016, 2015 and 2014, respectively. Sales to external customers in Germany represented approximately 9%, 9% and 10% of the total for the years ended December 31, 2016, 2015 and 2014, respectively. Mexico represented 6% of the total for the years ended December 31, 2016, 2015 and 2014. Canada, which is included in the North America region, represents approximately 4% of total net sales for the year ended December 31, 2016 and 3% for the years ended December 31, 2015 and 2014. |
(b) | Long-lived assets consist of property, plant and equipment, net. Germany long-lived assets amounted to approximately $262.2 million and $280.4 million in the years ended December 31, 2016 and 2015, respectively. China long-lived assets amounted to $204.0 million and $194.7 million in the years ended December 31, 2016 and 2015, respectively. Brazil long-lived assets amounted to approximately $94.9 million and $88.5 million in the years ended December 31, 2016 and 2015, respectively. Canada long-lived assets, which are included in the North America region, amounted to approximately $20.0 million and $20.7 million in the years ended December 31, 2016 and 2015, respectively. |
|
Unrealized Currency Translation Adjustments | Pension Plan Adjustments | Unrealized Gain (Loss) on Securities | Unrealized Gain (Loss) on Derivatives | Accumulated Other Comprehensive Income | |||||||||||
Balance, December 31, 2015 | $ | (232.8 | ) | $ | (33.4 | ) | $ | 0.1 | $ | (3.2 | ) | $ | (269.3 | ) | |
Current year deferrals to AOCI | (59.4 | ) | (22.3 | ) | 0.3 | (2.5 | ) | (83.9 | ) | ||||||
Reclassifications from AOCI to Net income | — | (0.9 | ) | — | 3.7 | 2.8 | |||||||||
Net Change | (59.4 | ) | (23.2 | ) | 0.3 | 1.2 | (81.1 | ) | |||||||
Balance, December 31, 2016 | $ | (292.2 | ) | $ | (56.6 | ) | $ | 0.4 | $ | (2.0 | ) | $ | (350.4 | ) |
Unrealized Currency Translation Adjustments | Pension and Other Long-term Employee Benefit Adjustments | Unrealized Gain (Loss) on Securities | Unrealized Gain (Loss) on Derivatives | Accumulated Other Comprehensive Income | |||||||||||
Balance, December 31, 2014 | $ | (72.1 | ) | $ | (31.2 | ) | $ | (0.2 | ) | $ | 0.2 | $ | (103.3 | ) | |
Current year deferrals to AOCI | (160.7 | ) | (4.3 | ) | 0.3 | 0.6 | (164.1 | ) | |||||||
Reclassifications from AOCI to Net income | — | 2.1 | — | (4.0 | ) | (1.9 | ) | ||||||||
Net Change | (160.7 | ) | (2.2 | ) | 0.3 | (3.4 | ) | (166.0 | ) | ||||||
Balance, December 31, 2015 | $ | (232.8 | ) | $ | (33.4 | ) | $ | 0.1 | $ | (3.2 | ) | $ | (269.3 | ) |
Unrealized Currency Translation Adjustments | Pension and Other Long-term Employee Benefit Adjustments | Unrealized Gain (Loss) on Securities | Unrealized Gain (Loss) on Derivatives | Accumulated Other Comprehensive Income | |||||||||||
Balance, December 31, 2013 | $ | 24.3 | $ | 7.5 | $ | (0.9 | ) | $ | 3.1 | $ | 34.0 | ||||
Current year deferrals to AOCI | (96.4 | ) | (29.7 | ) | 0.7 | 3.6 | (121.8 | ) | |||||||
Reclassifications from AOCI to Net income | — | (9.0 | ) | — | (6.5 | ) | (15.5 | ) | |||||||
Net Change | (96.4 | ) | (38.7 | ) | 0.7 | (2.9 | ) | (137.3 | ) | ||||||
Balance, December 31, 2014 | $ | (72.1 | ) | $ | (31.2 | ) | $ | (0.2 | ) | $ | 0.2 | $ | (103.3 | ) |
|
|
2016(1) | March 31 | June 30(2) | September 30 | December 31(3) | Full Year | ||||||||||
Total revenue | $ | 961.6 | $ | 1,072.1 | $ | 1,029.1 | $ | 1,034.6 | $ | 4,097.4 | |||||
Cost of goods sold | 606.4 | 649.0 | 630.4 | 641.8 | 2,527.6 | ||||||||||
Net income (loss) | 31.8 | 53.3 | (3.1 | ) | (34.4 | ) | 47.6 | ||||||||
Net income (loss) attributable to controlling interests | 30.9 | 51.7 | (4.3 | ) | (36.5 | ) | 41.8 | ||||||||
Basic net income (loss) per share | 0.13 | 0.22 | (0.02 | ) | (0.15 | ) | 0.18 | ||||||||
Diluted net income (loss) per share | 0.13 | 0.21 | (0.02 | ) | (0.15 | ) | 0.17 | ||||||||
2015 | March 31 | June 30(a) | September 30 | December 31 | Full Year | ||||||||||
Total revenue | $ | 997.5 | $ | 1,101.1 | $ | 1,005.1 | $ | 1,009.6 | $ | 4,113.3 | |||||
Cost of goods sold | 649.8 | 679.7 | 628.6 | 639.2 | 2,597.3 | ||||||||||
Net income (loss) | 46.7 | (24.3 | ) | 36.4 | 39.1 | 97.9 | |||||||||
Net income (loss) attributable to controlling interests | 45.1 | (25.1 | ) | 35.1 | 38.6 | 93.7 | |||||||||
Basic net income (loss) per share | 0.20 | (0.11 | ) | 0.15 | 0.16 | 0.40 | |||||||||
Diluted net income (loss) per share | 0.19 | (0.11 | ) | 0.15 | 0.16 | 0.39 | |||||||||
|
(in millions) | Balance at Beginning of Year | Additions | Deductions(1) | Balance at End of Year | ||||||
2016 | $ | 10.7 | 3.4 | (0.4 | ) | $ | 13.7 | |||
2015 | 9.9 | 4.9 | (4.1 | ) | 10.7 | |||||
2014 | $ | 6.5 | 5.1 | (1.7 | ) | $ | 9.9 |
(1) | Deductions include uncollectible accounts written off and foreign currency translation impact. |
(in millions) | Balance at Beginning of Year | Additions | Deductions(1) | Balance at End of Year | ||||||
2016 | $ | 127.8 | 9.6 | (2.0 | ) | $ | 135.4 | |||
2015 | 101.9 | 34.4 | (8.5 | ) | 127.8 | |||||
2014 | $ | 63.4 | 44.4 | (5.9 | ) | $ | 101.9 |
(1) | Deductions include charges to goodwill and foreign currency translation impact. |
|
• | raw materials, |
• | direct labor, and |
• | manufacturing and indirect overhead. |
January 1, 2016 | ||||||
As Reported | Recasted1 | |||||
Other assets (non-current assets) | $ | 434.2 | $ | 393.7 | ||
Deferred income taxes (non-current liabilities) | $ | 165.5 | $ | 162.1 | ||
Accumulated deficit | $ | (132.8 | ) | $ | (88.9 | ) |
Year ended December 31, 2015 | ||||||
As Reported | Recasted | |||||
Net cash provided by operating activities | $ | 399.6 | $ | 409.8 | ||
Net cash used for financing activities | $ | (74.5 | ) | $ | (84.7 | ) |
December 31, 2015 | ||||||
As Reported | Recasted | |||||
Deferred income taxes (current assets) | $ | 69.5 | $ | — | ||
Other assets (non-current assets) | $ | 434.2 | $ | 479.6 | ||
Deferred income taxes (current liabilities) | $ | 6.6 | $ | — | ||
Deferred income taxes (non-current liabilities) | $ | 165.5 | $ | 148.0 |
|
January 1, 2016 | ||||||
As Reported | Recasted1 | |||||
Other assets (non-current assets) | $ | 434.2 | $ | 393.7 | ||
Deferred income taxes (non-current liabilities) | $ | 165.5 | $ | 162.1 | ||
Accumulated deficit | $ | (132.8 | ) | $ | (88.9 | ) |
Year ended December 31, 2015 | ||||||
As Reported | Recasted | |||||
Net cash provided by operating activities | $ | 399.6 | $ | 409.8 | ||
Net cash used for financing activities | $ | (74.5 | ) | $ | (84.7 | ) |
December 31, 2015 | ||||||
As Reported | Recasted | |||||
Deferred income taxes (current assets) | $ | 69.5 | $ | — | ||
Other assets (non-current assets) | $ | 434.2 | $ | 479.6 | ||
Deferred income taxes (current liabilities) | $ | 6.6 | $ | — | ||
Deferred income taxes (non-current liabilities) | $ | 165.5 | $ | 148.0 |
|
Performance Coatings | Transportation Coatings | Total | |||||||
December 31, 2014 | $ | 933.6 | $ | 67.5 | $ | 1,001.1 | |||
Goodwill from acquisitions | 17.2 | 0.7 | $ | 17.9 | |||||
Foreign currency translation | (84.7 | ) | (6.1 | ) | $ | (90.8 | ) | ||
December 31, 2015 | $ | 866.1 | $ | 62.1 | $ | 928.2 | |||
Goodwill from acquisitions | 64.2 | 15.5 | 79.7 | ||||||
Foreign currency translation | (43.8 | ) | (3.1 | ) | (46.9 | ) | |||
December 31, 2016 | $ | 886.5 | $ | 74.5 | $ | 961.0 |
December 31, 2016 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 417.1 | $ | (153.6 | ) | $ | 263.5 | 10.2 | ||
Trademarks—indefinite-lived | 273.2 | — | 273.2 | Indefinite | ||||||
Trademarks—definite-lived | 55.0 | (11.4 | ) | 43.6 | 14.8 | |||||
Customer relationships | 672.6 | (123.3 | ) | 549.3 | 18.7 | |||||
Non-compete agreements | 2.4 | (1.7 | ) | 0.7 | 4.6 | |||||
Total | $ | 1,420.3 | $ | (290.0 | ) | $ | 1,130.3 |
December 31, 2015 | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted average amortization periods (years) | ||||||
Technology | $ | 413.0 | $ | (117.2 | ) | $ | 295.8 | 10.0 | ||
Trademarks—indefinite-lived | 284.4 | — | 284.4 | Indefinite | ||||||
Trademarks—definite-lived | 45.2 | (8.5 | ) | 36.7 | 14.7 | |||||
Customer relationships | 676.1 | (102.1 | ) | 574.0 | 19.3 | |||||
Non-compete agreements | 1.9 | (1.2 | ) | 0.7 | 4.6 | |||||
Total | $ | 1,420.6 | $ | (229.0 | ) | $ | 1,191.6 |
2017 | $ | 80.5 | |
2018 | $ | 80.5 | |
2019 | $ | 80.5 | |
2020 | $ | 80.4 | |
2021 | $ | 80.4 |
In Process Research and Development | Activity | ||
Balance at December 31, 2014 | $ | 5.2 | |
Completed | (3.5 | ) | |
Abandoned | (0.1 | ) | |
Balance at December 31, 2015 | $ | 1.6 | |
Completed | — | ||
Abandoned | — | ||
Foreign currency translation | (0.1 | ) | |
Balance at December 31, 2016 | $ | 1.5 |
|
Balance at December 31, 2013 | $ | 98.4 | |
Expense recorded | 8.5 | ||
Payments made | (51.6 | ) | |
Foreign currency translation | (6.8 | ) | |
Balance at December 31, 2014 | $ | 48.5 | |
Expense recorded | 31.9 | ||
Payments made | (33.8 | ) | |
Foreign currency translation | (5.3 | ) | |
Balance at December 31, 2015 | $ | 41.3 | |
Expense recorded | 58.5 | ||
Payments made | (31.0 | ) | |
Foreign currency translation | (2.7 | ) | |
Balance at December 31, 2016 | $ | 66.1 |
|
Defined Benefits | ||||||
Year Ended December 31, | ||||||
Obligations and Funded Status | 2016 | 2015 | ||||
Change in benefit obligation: | ||||||
Projected benefit obligation at beginning of year | $ | 541.7 | $ | 613.1 | ||
Service cost | 10.7 | 12.0 | ||||
Interest cost | 15.1 | 16.9 | ||||
Participant contributions | 1.0 | 0.9 | ||||
Actuarial losses (gains), net | 57.4 | (12.0 | ) | |||
Plan curtailments, settlements and special termination benefits | (2.0 | ) | (4.7 | ) | ||
Benefits paid | (21.8 | ) | (27.4 | ) | ||
Amendments | — | 2.7 | ||||
Currency translation adjustment | (54.5 | ) | (59.8 | ) | ||
Projected benefit obligation at end of year | 547.6 | 541.7 | ||||
Change in plan assets: | ||||||
Fair value of plan assets at beginning of year | 278.4 | 294.5 | ||||
Actual return on plan assets | 41.1 | 6.0 | ||||
Employer contributions | 27.0 | 31.1 | ||||
Participant contributions | 1.0 | 0.9 | ||||
Benefits paid | (21.8 | ) | (27.4 | ) | ||
Settlements | (1.2 | ) | (4.7 | ) | ||
Currency translation adjustment | (35.8 | ) | (22.0 | ) | ||
Fair value of plan assets at end of year | 288.7 | 278.4 | ||||
Funded status, net | $ | (258.9 | ) | $ | (263.3 | ) |
Amounts recognized in the consolidated balance sheets consist of: | ||||||
Other assets | $ | 0.3 | $ | 0.2 | ||
Other accrued liabilities | (10.1 | ) | (11.2 | ) | ||
Accrued pension and other long-term employee benefits | (249.1 | ) | (252.3 | ) | ||
Net amount recognized | $ | (258.9 | ) | $ | (263.3 | ) |
Year Ended December 31, | ||||||
2016 | 2015 | |||||
ABO | $ | 516.4 | $ | 500.1 | ||
Plans with PBO in excess of plan assets: | ||||||
PBO | $ | 542.6 | $ | 537.1 | ||
ABO | $ | 511.6 | $ | 495.7 | ||
Fair value plan assets | $ | 283.4 | $ | 273.7 | ||
Plans with ABO in excess of plan assets: | ||||||
PBO | $ | 488.2 | $ | 532.0 | ||
ABO | $ | 461.3 | $ | 492.7 | ||
Fair value plan assets | $ | 232.6 | $ | 270.3 |
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Accumulated net actuarial losses | $ | (76.6 | ) | $ | (48.3 | ) |
Accumulated prior service credit | 0.9 | 1.5 | ||||
Total | $ | (75.7 | ) | $ | (46.8 | ) |
2017 | |||
Amortization of net actuarial losses | $ | (1.8 | ) |
Amortization of prior service credit | — | ||
Total | $ | (1.8 | ) |
Defined Benefits | |||||||||
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Components of net periodic benefit cost and amounts recognized in other comprehensive (income) loss: | |||||||||
Net periodic benefit cost: | |||||||||
Service cost | $ | 10.7 | $ | 12.0 | $ | 15.4 | |||
Interest cost | 15.1 | 16.9 | 22.9 | ||||||
Expected return on plan assets | (12.6 | ) | (14.6 | ) | (14.8 | ) | |||
Amortization of actuarial (gain) loss, net | 0.4 | 0.4 | (0.3 | ) | |||||
Amortization of prior service credit | — | (0.1 | ) | — | |||||
Curtailment gain | (1.1 | ) | — | (7.3 | ) | ||||
Settlement (gain) loss | (0.5 | ) | 0.5 | 0.1 | |||||
Special termination benefit loss | 0.2 | — | — | ||||||
Net periodic benefit cost | 12.2 | 15.1 | 16.0 | ||||||
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss: | |||||||||
Net actuarial (gain) loss, net | 27.7 | (3.4 | ) | 60.6 | |||||
Amortization of actuarial gain (loss), net | (0.4 | ) | (0.4 | ) | 0.3 | ||||
Prior service (credit) cost | — | 2.7 | (4.3 | ) | |||||
Amortization of prior service credit | — | 0.1 | — | ||||||
Curtailment gain | 1.1 | — | 7.3 | ||||||
Settlement gain (loss) | 0.5 | (0.5 | ) | (0.1 | ) | ||||
Other adjustments | — | — | (4.9 | ) | |||||
Total (gain) loss recognized in other comprehensive (income) loss | 28.9 | (1.5 | ) | 58.9 | |||||
Total recognized in net periodic benefit cost and other comprehensive (income) loss | $ | 41.1 | $ | 13.6 | $ | 74.9 |
Other Long-Term Employee Benefits | |||||||||
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Components of net periodic benefit (gain) cost and amounts recognized in other comprehensive (income) loss: | |||||||||
Net periodic benefit (gain) cost: | |||||||||
Service cost | $ | — | $ | — | $ | 0.1 | |||
Interest cost | — | — | 0.1 | ||||||
Amortization of actuarial loss, net | — | — | 0.1 | ||||||
Amortization of prior service credit | — | (3.7 | ) | (1.4 | ) | ||||
Settlement loss | — | 0.3 | — | ||||||
Net periodic benefit (gain) cost | — | (3.4 | ) | (1.1 | ) | ||||
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss: | |||||||||
Net actuarial (gain) loss | — | — | (4.6 | ) | |||||
Amortization of actuarial gain (loss) | — | — | (0.1 | ) | |||||
Amortization of prior service credit | — | 3.7 | 1.4 | ||||||
Settlement loss | — | (0.3 | ) | — | |||||
Other adjustments | — | 0.3 | — | ||||||
Total (gain) loss recognized in other comprehensive income | — | 3.7 | (3.3 | ) | |||||
Total recognized in net periodic benefit cost and other comprehensive (income) loss | $ | — | $ | 0.3 | $ | (4.4 | ) |
2016 | 2015 | 2014 | ||||
Pension Benefits | ||||||
Weighted-average assumptions: | ||||||
Discount rate to determine benefit obligation | 2.52 | % | 3.05 | % | 3.23 | % |
Discount rate to determine net cost | 3.05 | % | 3.23 | % | 4.11 | % |
Rate of future compensation increases to determine benefit obligation | 3.07 | % | 3.03 | % | 3.57 | % |
Rate of future compensation increases to determine net cost | 3.03 | % | 3.57 | % | 3.52 | % |
Rate of return on plan assets to determine net cost | 4.75 | % | 5.21 | % | 5.23 | % |
2016 | 2015 | 2014 | ||||
Other Long-Term Employee Benefits | ||||||
Weighted-average assumptions: | ||||||
Discount rate to determine benefit obligation | — | — | 1.50 | % | ||
Discount rate to determine net cost | — | 1.50 | % | 4.80 | % | |
Rate of future compensation increases to determine benefit obligation | — | — | — | |||
Rate of future compensation increases to determine net cost | — | — | — |
Year ended December 31, | Benefits | ||
2017 | $ | 25.2 | |
2018 | $ | 24.1 | |
2019 | $ | 27.5 | |
2020 | $ | 25.7 | |
2021 | $ | 25.3 | |
2022—2026 | $ | 164.2 |
Asset Category | 2016 | 2015 | Target Allocation |
Equity securities | 30-35% | 30-35% | 30-35% |
Debt securities | 35-40% | 35-40% | 35-40% |
Real estate | 0-5% | 0-5% | 0-5% |
Other | 25-30% | 20-25% | 25-30% |
Fair value measurements at December 31, 2016 | ||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||
Asset Category: | ||||||||||||
Cash and cash equivalents | $ | 2.8 | $ | 2.8 | $ | — | $ | — | ||||
U.S. equity securities | 30.7 | 30.7 | — | — | ||||||||
Non-U.S. equity securities | 63.9 | 63.5 | 0.3 | 0.1 | ||||||||
Debt securities—government issued | 60.9 | 48.0 | 12.9 | — | ||||||||
Debt securities—corporate issued | 38.4 | 31.0 | 5.3 | 2.1 | ||||||||
Hedge funds | 0.2 | 0.2 | — | — | ||||||||
Private market securities | 64.4 | 0.2 | 0.1 | 64.1 | ||||||||
Real estate investments | 11.2 | — | — | 11.2 | ||||||||
Total | $ | 272.5 | $ | 176.4 | $ | 18.6 | $ | 77.5 | ||||
Debt asset backed securities at NAV | 8.8 | |||||||||||
Hedge funds at NAV | 7.4 | |||||||||||
$ | 288.7 |
Fair value measurements at December 31, 2015 | ||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||
Asset Category: | ||||||||||||
Cash and cash equivalents | $ | 2.8 | $ | 2.8 | $ | — | $ | — | ||||
U.S. equity securities | 23.6 | 23.6 | — | — | ||||||||
Non-U.S. equity securities | 70.3 | 69.8 | 0.4 | 0.1 | ||||||||
Debt—government issued | 64.8 | 53.0 | 11.8 | — | ||||||||
Debt—corporate issued | 44.4 | 37.7 | 4.5 | 2.2 | ||||||||
Hedge funds | 0.2 | 0.2 | — | — | ||||||||
Private market securities | 63.8 | 0.4 | 0.1 | 63.3 | ||||||||
Real estate investments | 8.5 | — | — | 8.5 | ||||||||
Total | $ | 278.4 | $ | 187.5 | $ | 16.8 | $ | 74.1 |
Level 3 assets | ||||||||||||
Total | Private market securities | Debt and Equity | Real estate investments | |||||||||
Ending balance at December 31, 2014 | $ | 65.8 | $ | 63.0 | $ | 2.4 | $ | 0.4 | ||||
Realized (loss) | — | — | — | — | ||||||||
Change in unrealized gain | (5.2 | ) | (5.2 | ) | (0.1 | ) | 0.1 | |||||
Purchases, sales, issues and settlements | 13.5 | 5.5 | — | 8.0 | ||||||||
Transfers in/(out) of Level 3 | — | — | — | — | ||||||||
Ending balance at December 31, 2015 | $ | 74.1 | $ | 63.3 | $ | 2.3 | $ | 8.5 | ||||
Realized (loss) | — | — | — | — | ||||||||
Change in unrealized gain | 1.3 | (1.4 | ) | (0.1 | ) | 2.8 | ||||||
Purchases, sales, issues and settlements | 2.1 | 2.2 | — | (0.1 | ) | |||||||
Transfers in/(out) of Level 3 | — | — | — | — | ||||||||
Ending balance at December 31, 2016 | $ | 77.5 | $ | 64.1 | $ | 2.2 | $ | 11.2 |
|
Sale-leaseback obligations | |||
2017 | $ | 1.0 | |
2018 | 1.7 | ||
2019 | 1.7 | ||
2020 | 1.7 | ||
2021 | 1.7 | ||
Thereafter | 19.6 | ||
Total minimum payments | $ | 27.4 |
Operating Leases | |||
2017 | $ | 37.7 | |
2018 | 31.0 | ||
2019 | 22.2 | ||
2020 | 18.2 | ||
2021 | 15.6 | ||
Thereafter | 90.9 | ||
Total minimum payments | $ | 215.6 |
|
2016 Grants | 2015 Grants | 2014 Grants | ||||
Expected Term | 6.00 years | 6.00 years | 7.81 years | |||
Volatility | 21.63 | % | 22.19 | % | 28.28 | % |
Dividend Yield | — | — | — | |||
Discount Rate | 1.45 | % | 1.79 | % | 2.21 | % |
Awards (in millions) | Weighted- Average Exercise Price | Aggregate Intrinsic Value (in millions) | Weighted Average Remaining Contractual Life (years) | ||||||
Outstanding at December 31, 2015 | 11.0 | $ | 12.19 | ||||||
Granted | 1.1 | $ | 23.28 | ||||||
Exercised | (2.1 | ) | $ | 7.92 | |||||
Forfeited | (0.4 | ) | $ | 11.40 | |||||
Outstanding at December 31, 2016 | 9.6 | $ | 14.40 | ||||||
Vested and expected to vest at December 31, 2016 | 9.6 | $ | 14.40 | $ | 128.3 | 7.17 | |||
Exercisable at December 31, 2016 | 7.7 | $ | 11.42 | $ | 124.0 | 6.79 |
Awards (millions) | Weighted-Average Fair Value | ||||
Outstanding at January 1, 2016 | 1.7 | $ | 32.22 | ||
Granted | 0.9 | $ | 23.64 | ||
Vested | (0.2 | ) | $ | 31.60 | |
Forfeited | (0.1 | ) | $ | 26.91 | |
Outstanding at December 31, 2016 | 2.3 | $ | 29.18 |
Awards (millions) | Weighted-Average Fair Value | ||||
Outstanding at January 1, 2016 | — | $ | — | ||
Granted | 0.3 | $ | 24.74 | ||
Vested | — | $ | — | ||
Forfeited | — | $ | — | ||
Outstanding at December 31, 2016 | 0.3 | $ | 27.74 |
|
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Foreign exchange losses, net | $ | 30.6 | $ | 93.7 | $ | 81.2 | |||
Management fees and expenses | — | — | 16.6 | ||||||
Impairment of real estate investment | 10.5 | 30.6 | — | ||||||
Indemnity (gains) losses associated with the Acquisition | (0.7 | ) | (1.0 | ) | 17.8 | ||||
Debt extinguishment and refinancing related costs | 97.6 | 2.5 | 6.1 | ||||||
Other miscellaneous expense (income), net | 4.7 | (14.6 | ) | (6.7 | ) | ||||
Total | $ | 142.7 | $ | 111.2 | $ | 115.0 |
|
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Domestic | $ | 31.9 | $ | (19.4 | ) | $ | (8.8 | ) | |
Foreign | 55.5 | 180.6 | 45.6 | ||||||
Total | $ | 87.4 | $ | 161.2 | $ | 36.8 |
Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | |||||||||||||||||||||||||
Current | Deferred | Total | Current | Deferred | Total | Current | Deferred | Total | |||||||||||||||||||
U.S. federal | $ | 0.9 | $ | (0.2 | ) | $ | 0.7 | $ | — | $ | 19.2 | $ | 19.2 | $ | — | $ | (2.1 | ) | $ | (2.1 | ) | ||||||
U.S. state and local | 3.7 | 8.3 | 12.0 | 3.1 | 8.6 | 11.7 | 2.0 | (2.9 | ) | (0.9 | ) | ||||||||||||||||
Foreign | 49.4 | (22.3 | ) | 27.1 | 65.2 | (32.8 | ) | 32.4 | 38.3 | (33.2 | ) | 5.1 | |||||||||||||||
Total | $ | 54.0 | $ | (14.2 | ) | $ | 39.8 | $ | 68.3 | $ | (5.0 | ) | $ | 63.3 | $ | 40.3 | $ | (38.2 | ) | $ | 2.1 |
Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | |||||||||||||
Statutory U.S. federal income tax rate(1) | $ | 30.6 | 35.0 | % | $ | 56.4 | 35.0 | % | $ | 12.9 | 35.0 | % | |||
Foreign income taxed at rates other than 35% | (45.6 | ) | (52.2 | ) | (41.4 | ) | (25.6 | ) | (46.7 | ) | (127.0 | ) | |||
Changes in valuation allowances | 9.6 | 11.0 | 34.4 | 21.3 | 44.4 | 120.9 | |||||||||
Foreign exchange gain (loss), net | 3.1 | 3.5 | (10.5 | ) | (6.5 | ) | 8.7 | 23.7 | |||||||
Unrecognized tax benefits(2) | 7.1 | 8.1 | 0.4 | 0.3 | (44.0 | ) | (119.7 | ) | |||||||
Foreign taxes | 4.5 | 5.1 | 5.8 | 3.6 | 1.2 | 3.3 | |||||||||
Non-deductible interest | 6.7 | 7.6 | 4.9 | 3.0 | 15.4 | 41.9 | |||||||||
Non-deductible expenses | 4.7 | 5.4 | 5.5 | 3.4 | 14.2 | 38.6 | |||||||||
Tax credits | (6.7 | ) | (7.7 | ) | (5.5 | ) | (3.4 | ) | (5.1 | ) | (13.8 | ) | |||
Excess tax benefits relating to share-based compensation(3) | (13.4 | ) | (15.4 | ) | — | — | — | — | |||||||
Venezuela impairment | 23.8 | 27.2 | 10.7 | 6.6 | — | — | |||||||||
U.S. state and local taxes, net | 7.8 | 9.0 | 8.1 | 5.0 | — | — | |||||||||
Other - net | 7.6 | 9.0 | (5.5 | ) | (3.4 | ) | 1.1 | 2.8 | |||||||
Total income tax provision (benefit) / effective tax rate | $ | 39.8 | 45.6 | % | $ | 63.3 | 39.3 | % | $ | 2.1 | 5.7 | % |
(1) | The U.S. statutory rate has been used as management believes it is more meaningful to the Company. |
(2) | Within this amount, the Company released an unrecognized tax benefit of $21.1 million in 2014 and recorded an unrecognized tax benefit of $3.6 million in 2016, both of which related to non-deductible interest and debt acquisition costs. These adjustments were fully offset by changes in the valuation allowance. |
(3) | During the year ended December 31, 2016, the Company early adopted ASU 2016-09, which now requires the excess tax benefits related to share-based compensation to be reflected in the consolidated statements of operations as a component of provision for income taxes. Refer to Note 4 to the consolidated financial statements for further information. |
Deferred Tax Balances | Year Ended December 31, | |||||
2016 | 2015 | |||||
Deferred tax asset | ||||||
Tax loss, credit and interest carryforwards | $ | 263.7 | $ | 227.4 | ||
Goodwill and intangibles | 48.1 | 93.6 | ||||
Compensation and employee benefits | 92.8 | 93.8 | ||||
Accruals and other reserves | 31.7 | 30.4 | ||||
Research and development capitalization | 15.7 | — | ||||
Other | 16.4 | 12.1 | ||||
Total deferred tax assets | 468.4 | 457.3 | ||||
Less: Valuation allowance | (135.4 | ) | (127.8 | ) | ||
Net deferred tax assets | 333.0 | 329.5 | ||||
Deferred tax liabilities | ||||||
Property, plant & equipment | (168.4 | ) | (191.5 | ) | ||
Equity investment & other securities | (0.7 | ) | (0.5 | ) | ||
Unremitted earnings | (5.8 | ) | (6.3 | ) | ||
Long-term debt | (4.2 | ) | (6.6 | ) | ||
Total deferred tax liabilities | (179.1 | ) | (204.9 | ) | ||
Net deferred tax asset | $ | 153.9 | $ | 124.6 | ||
Non-current assets1 | 314.1 | 272.6 | ||||
Non-current liability1 | (160.2 | ) | (148.0 | ) | ||
Net deferred tax asset | $ | 153.9 | $ | 124.6 |
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Balance at January 1 | $ | 4.7 | $ | 5.3 | $ | 38.9 | |||
Increases related to acquisition | — | — | — | ||||||
Increases related to positions taken on items from prior years | — | — | — | ||||||
Decreases related to positions taken on items from prior years | (0.2 | ) | (0.6 | ) | (33.6 | ) | |||
Increases related to positions taken in the current year | 7.8 | — | — | ||||||
Settlement of uncertain tax positions with tax authorities | — | — | — | ||||||
Decreases due to expiration of statutes of limitations | — | — | — | ||||||
Balance at December 31 | $ | 12.3 | $ | 4.7 | $ | 5.3 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Accounts receivable—trade, net | $ | 640.4 | $ | 647.2 | ||
Notes receivable | 68.7 | 43.0 | ||||
Other | 92.8 | 75.6 | ||||
Total | $ | 801.9 | $ | 765.8 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Finished products | $ | 315.2 | $ | 313.1 | ||
Semi-finished products | 87.5 | 88.5 | ||||
Raw materials and supplies | 127.0 | 129.1 | ||||
Total | $ | 529.7 | $ | 530.7 |
|
Year Ended December 31, | |||||||||
Useful Lives (years) | 2016 | 2015 | |||||||
Land | $ | 85.2 | $ | 84.4 | |||||
Buildings and improvements | 5 | - | 25 | 454.0 | 423.5 | ||||
Machinery and equipment | 3 | - | 25 | 1,087.5 | 1,040.2 | ||||
Software | 5 | - | 7 | 139.7 | 132.1 | ||||
Other | 3 | - | 20 | 35.6 | 36.2 | ||||
Construction in progress | 131.0 | 138.9 | |||||||
Total | 1,933.0 | 1,855.3 | |||||||
Accumulated depreciation | (617.3 | ) | (472.4 | ) | |||||
Property, plant and equipment, net | $ | 1,315.7 | $ | 1,382.9 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Available for sale securities | $ | 4.4 | $ | 4.2 | ||
Deferred income taxes—non-current | 314.1 | 272.6 | ||||
Other assets | 209.3 | 202.8 | ||||
Total | $ | 527.8 | $ | 479.6 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Trade payables | $ | 429.5 | $ | 418.6 | ||
Non-income taxes | 27.2 | 22.4 | ||||
Other | 17.5 | 13.7 | ||||
Total | $ | 474.2 | $ | 454.7 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Compensation and other employee-related costs | $ | 145.8 | $ | 140.0 | ||
Current portion of long-term employee benefit plans | 10.1 | 11.2 | ||||
Restructuring | 66.1 | 41.3 | ||||
Discounts, rebates, and warranties | 97.4 | 74.8 | ||||
Income taxes payable | 23.3 | 18.8 | ||||
Derivative liabilities | 1.3 | 1.8 | ||||
Other | 73.6 | 82.3 | ||||
Total | $ | 417.6 | $ | 370.2 |
|
Year Ended December 31, | ||||||
2016 | 2015 | |||||
2020 Dollar Term Loans | $ | — | $ | 2,042.5 | ||
2020 Euro Term Loans | — | 428.0 | ||||
2023 Dollar Term Loans | 1,545.0 | — | ||||
2023 Euro Term Loans | 417.6 | — | ||||
2021 Dollar Senior Notes | — | 750.0 | ||||
2021 Euro Senior Notes | — | 274.4 | ||||
2024 Dollar Senior Notes | 500.0 | — | ||||
2024 Euro Senior Notes | 349.7 | — | ||||
2025 Euro Senior Notes | 469.8 | — | ||||
Short-term and other borrowings | 39.8 | 26.5 | ||||
Unamortized original issue discount | (10.0 | ) | (14.0 | ) | ||
Unamortized deferred financing costs | (48.0 | ) | (65.9 | ) | ||
$ | 3,263.9 | $ | 3,441.5 | |||
Less: | ||||||
Short term borrowings | $ | 8.3 | $ | 22.7 | ||
Current portion of long-term borrowings | 19.6 | 27.4 | ||||
Long-term debt | $ | 3,236.0 | $ | 3,391.4 |
2017 | $ | 27.9 | |
2018 | 21.3 | ||
2019 | 20.5 | ||
2020 | 20.4 | ||
2021 | 20.3 | ||
Thereafter | 3,193.8 | ||
$ | 3,304.2 |
Period | 2024 Euro Notes Percentage | |
2019 | 103.188 | % |
2020 | 102.125 | % |
2021 | 101.063 | % |
2022 and thereafter | 100.000 | % |
Period | 2024 Dollar Notes Percentage | |
2019 | 103.656 | % |
2020 | 102.438 | % |
2021 | 101.219 | % |
2022 and thereafter | 100.000 | % |
Period | 2025 Euro Notes Percentage | |
2019 | 102.813 | % |
2020 | 101.875 | % |
2021 | 100.938 | % |
2022 and thereafter | 100.000 | % |
|
Derivatives in Cash Flow Hedging Relationships in 2016: | Amount of (Gain) Loss Recognized in OCI on Derivatives (Effective Portion) | Location of (Gain) Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of (Gain) Loss Reclassified from Accumulated OCI to Income (Effective Portion) | Location of (Gains) Losses Recognized in Income on Derivatives (Ineffective Portion) | Amount of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | ||||||
Interest rate contracts | $ | 2.0 | Interest expense, net | $ | 5.9 | Interest expense, net | $ | 1.2 |
Derivatives in Cash Flow Hedging Relationships in 2015: | Amount of (Gain) Loss Recognized in OCI on Derivatives (Effective Portion) | Location of (Gain) Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of (Gain) Loss Reclassified from Accumulated OCI to Income (Effective Portion) | Location of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | Amount of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | ||||||
Interest rate contracts | $ | 5.5 | Interest expense, net | $ | 6.5 | Interest expense, net | $ | 0.4 |
Derivatives in Cash Flow Hedging Relationships in 2014: | Amount of (Gain) Loss Recognized in OCI on Derivatives (Effective Portion) | Location of (Gain) Loss Reclassified from Accumulated OCI into Income (Effective Portion) | Amount of (Gain) Loss Reclassified from Accumulated OCI to Income (Effective Portion) | Location of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | Amount of (Gain) Loss Recognized in Income on Derivatives (Ineffective Portion) | ||||||
Interest rate contracts | $ | 4.6 | Interest expense, net | $ | 6.5 | Interest expense, net | $ | 0.3 |
Derivatives Not Designated as Hedging Instruments under ASC 815 | Location of (Gain) Loss Recognized in Income on Derivatives | Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | ||||||
Foreign currency forward contracts | Other expense, net | $ | 4.3 | $ | (5.6 | ) | $ | 1.4 | ||
Interest rate cap | Interest expense, net | — | 0.1 | 3.4 | ||||||
$ | 4.3 | $ | (5.5 | ) | $ | 4.8 |
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Prepaid and other assets: | ||||||
Interest rate swaps | $ | 0.1 | $ | 0.4 | ||
Total assets | $ | 0.1 | $ | 0.4 | ||
Other accrued liabilities: | ||||||
Interest rate swaps | $ | 0.8 | $ | — | ||
Other liabilities: | ||||||
Interest rate swaps | $ | — | $ | 1.8 | ||
Total liabilities | $ | 0.8 | $ | 1.8 |
Year Ended December 31, | ||||||
2016 | 2015 | |||||
Prepaid and other assets: | ||||||
Foreign currency contracts | $ | 0.1 | $ | 0.3 | ||
Total assets | $ | 0.1 | $ | 0.3 | ||
Other accrued liabilities: | ||||||
Foreign currency contracts | $ | 0.5 | $ | — | ||
Total liabilities: | 0.5 | — |
|
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Performance Coatings | |||||||||
Refinish | $ | 1,684.4 | $ | 1,702.0 | $ | 1,850.8 | |||
Industrial | 718.8 | 683.1 | 734.2 | ||||||
Total Net sales Performance Coatings | 2,403.2 | 2,385.1 | 2,585.0 | ||||||
Transportation Coatings | |||||||||
Light Vehicle | 1,337.7 | 1,310.6 | 1,384.5 | ||||||
Commercial Vehicle | 332.6 | 391.5 | 392.2 | ||||||
Total Net sales Transportation Coatings | 1,670.3 | 1,702.1 | 1,776.7 | ||||||
Total Net sales | $ | 4,073.5 | $ | 4,087.2 | $ | 4,361.7 |
Performance Coatings | Transportation Coatings | Total | |||||||
For the Year ended December 31, 2016 | |||||||||
Net sales (1) | $ | 2,403.2 | $ | 1,670.3 | $ | 4,073.5 | |||
Equity in earnings in unconsolidated affiliates | (0.2 | ) | 0.4 | 0.2 | |||||
Adjusted EBITDA (2) | 554.4 | 352.7 | 907.1 | ||||||
Investment in unconsolidated affiliates | 2.5 | 11.1 | 13.6 |
Performance Coatings | Transportation Coatings | Total | |||||||
For the Year ended December 31, 2015 | |||||||||
Net sales (1) | $ | 2,385.1 | $ | 1,702.1 | $ | 4,087.2 | |||
Equity in earnings in unconsolidated affiliates | 0.6 | 0.6 | 1.2 | ||||||
Adjusted EBITDA (2) | 539.1 | 328.1 | 867.2 | ||||||
Investment in unconsolidated affiliates | 4.0 | 8.4 | 12.4 |
Performance Coatings | Transportation Coatings | Total | |||||||
For the Year ended December 31, 2014 | |||||||||
Net sales (1) | $ | 2,585.0 | $ | 1,776.7 | $ | 4,361.7 | |||
Equity in losses in unconsolidated affiliates | (1.2 | ) | (0.2 | ) | (1.4 | ) | |||
Adjusted EBITDA (2) | 547.6 | 292.9 | 840.5 | ||||||
Investment in unconsolidated affiliates | 7.2 | 7.1 | 14.3 |
(1) | The Company has no intercompany sales between segments. |
(2) | The primary measure of segment operating performance is Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization and select other items impacting operating results. These other items impacting operating results are items that management has concluded are (1) non-cash items included within net income, (2) items the Company does not believe are indicative of ongoing operating performance or (3) non-recurring, unusual or infrequent items that the Company believes are not reasonably likely to recur within the next two years. Adjusted EBITDA is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts and prior year financial results, providing a measure that management believes reflects the Company’s core operating performance, which represents EBITDA adjusted for the select items referred to above. Reconciliation of Adjusted EBITDA to income before income taxes follows: |
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
Income before income taxes | $ | 87.4 | $ | 161.2 | $ | 36.8 | |||
Interest expense, net | 178.2 | 196.5 | 217.7 | ||||||
Depreciation and amortization | 322.1 | 307.7 | 308.7 | ||||||
EBITDA | 587.7 | 665.4 | 563.2 | ||||||
Debt extinguishment and refinancing related costs (a) | 97.6 | 2.5 | 6.1 | ||||||
Foreign exchange remeasurement losses (b) | 30.6 | 93.7 | 81.2 | ||||||
Long-term employee benefit plan adjustments (c) | 1.5 | (0.3 | ) | (0.6 | ) | ||||
Termination benefits and other employee related costs (d) | 61.8 | 36.6 | 18.4 | ||||||
Consulting and advisory fees (e) | 10.4 | 23.9 | 36.3 | ||||||
Transition-related costs (f) | — | (3.4 | ) | 101.8 | |||||
Offering and transactional costs (g) | 6.0 | (1.5 | ) | 22.3 | |||||
Stock-based compensation (h) | 41.1 | 30.2 | 8.0 | ||||||
Other adjustments (i) | 5.0 | (5.8 | ) | 6.0 | |||||
Dividends in respect of noncontrolling interest (j) | (3.0 | ) | (4.7 | ) | (2.2 | ) | |||
Asset impairments (k) | 68.4 | 30.6 | — | ||||||
Adjusted EBITDA | $ | 907.1 | $ | 867.2 | $ | 840.5 |
(a) | During the years ended December 31, 2016, 2015 and 2014 we prepaid principal on our term loans, resulting in non-cash losses on extinguishment of $9.6 million, $2.5 million and $3.0 million, respectively. During the years ended December 31, 2016 and 2014 we amended our Credit Agreement and refinanced our indebtedness, resulting in additional losses of $88.0 million and $3.1 million, respectively. We do not consider these items to be indicative of our ongoing operating performance. |
(b) | Eliminates foreign exchange losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies, net of the impacts of our foreign currency instruments used to hedge our balance sheet exposures. Exchange effects attributable to the remeasurement of our Venezuelan subsidiary represented losses of $23.5 million, $51.5 million, and gains of $11.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
(c) | Eliminates the non-cash non-service components of long-term employee benefit costs (discussed further at Note 9). |
(d) | Represents expenses primarily related to employee termination benefits including our initiative to improve the overall cost structure within the European region as well as costs associated with our Axalta Way initiatives, which are not considered indicative of our ongoing operating performance. In 2014, termination benefits include the costs associated with our headcount initiatives for establishment of new roles and elimination of old roles and other employee costs associated with cost-saving opportunities that were related to our transition to a standalone entity. |
(e) | Represents fees paid to consultants for professional services primarily related to our Axalta Way initiatives, which are not considered indicative of our ongoing operating performance. Amounts incurred during 2014 relate to services rendered in conjunction with our transition to a standalone entity. |
(f) | Represents charges and a change in estimate associated with the transition costs from DuPont to a standalone entity, including certain Acquisition indemnities. We do not consider these items to be indicative of our ongoing operating performance. |
(g) | Represents costs associated with the offerings of our common shares by Carlyle, including the November 2014 IPO, and acquisition-related expenses, including changes in the fair value of contingent consideration, all of which are not considered indicative of our ongoing operating performance. |
(h) | Represents non-cash costs associated with stock-based compensation, including $8.2 million of expense during the year ended December 31, 2015 attributable to the accelerated vesting of all issued and outstanding stock options issued under the 2013 Plan as a result of the Change in Control. |
(i) | Represents costs for certain non-operational or non-cash (gains) and losses, unrelated to our core business and which we do not consider indicative of ongoing operations, including equity investee dividends, indemnity losses (gains) associated with the Acquisition, losses (gains) on sale and disposal of property, plant and equipment, losses (gains) on the remaining foreign currency derivative instruments, Carlyle management fees incurred prior to the Change in Control and non-cash fair value inventory adjustments associated with our business combinations. |
(j) | Represents the payment of dividends to our joint venture partners by our consolidated entities that are not wholly owned, which are reflected to show the cash operating performance of these entities on Axalta's financial statements. |
(k) | As a result of currency devaluations in Venezuela, we recorded non-cash impairment charges relating to a real estate investment of $10.5 million and $30.6 million during the years ended December 31, 2016 and 2015, respectively. Additionally, during the year ended December 31, 2016, we recorded a $57.9 million non-cash impairment on long-lived assets associated with our Venezuela operations (discussed further at Note 26). We do not consider these impairments to be indicative of our ongoing operating performance. |
Year Ended December 31, | |||||||||
2016 | 2015 | 2014 | |||||||
North America | $ | 1,431.4 | $ | 1,371.9 | $ | 1,307.8 | |||
EMEA | 1,455.3 | 1,425.3 | 1,672.0 | ||||||
Asia Pacific | 723.9 | 717.4 | 715.0 | ||||||
Latin America | 462.9 | 572.6 | 666.9 | ||||||
Total (a) | $ | 4,073.5 | $ | 4,087.2 | $ | 4,361.7 |
Year Ended December 31, | ||||||
2016 | 2015 | |||||
North America | $ | 419.3 | $ | 449.1 | ||
EMEA | 456.9 | 493.2 | ||||
Asia Pacific | 248.0 | 234.5 | ||||
Latin America | 191.5 | 206.1 | ||||
Total (b) | $ | 1,315.7 | $ | 1,382.9 |
(a) | Net Sales are attributed to countries based on location of the customer. Sales to external customers in China represented approximately 13%, 13% and 11% of the total for the years ended December 31, 2016, 2015 and 2014, respectively. Sales to external customers in Germany represented approximately 9%, 9% and 10% of the total for the years ended December 31, 2016, 2015 and 2014, respectively. Mexico represented 6% of the total for the years ended December 31, 2016, 2015 and 2014. Canada, which is included in the North America region, represents approximately 4% of total net sales for the year ended December 31, 2016 and 3% for the years ended December 31, 2015 and 2014. |
(b) | Long-lived assets consist of property, plant and equipment, net. Germany long-lived assets amounted to approximately $262.2 million and $280.4 million in the years ended December 31, 2016 and 2015, respectively. China long-lived assets amounted to $204.0 million and $194.7 million in the years ended December 31, 2016 and 2015, respectively. Brazil long-lived assets amounted to approximately $94.9 million and $88.5 million in the years ended December 31, 2016 and 2015, respectively. Canada long-lived assets, which are included in the North America region, amounted to approximately $20.0 million and $20.7 million in the years ended December 31, 2016 and 2015, respectively. |
|
Unrealized Currency Translation Adjustments | Pension Plan Adjustments | Unrealized Gain (Loss) on Securities | Unrealized Gain (Loss) on Derivatives | Accumulated Other Comprehensive Income | |||||||||||
Balance, December 31, 2015 | $ | (232.8 | ) | $ | (33.4 | ) | $ | 0.1 | $ | (3.2 | ) | $ | (269.3 | ) | |
Current year deferrals to AOCI | (59.4 | ) | (22.3 | ) | 0.3 | (2.5 | ) | (83.9 | ) | ||||||
Reclassifications from AOCI to Net income | — | (0.9 | ) | — | 3.7 | 2.8 | |||||||||
Net Change | (59.4 | ) | (23.2 | ) | 0.3 | 1.2 | (81.1 | ) | |||||||
Balance, December 31, 2016 | $ | (292.2 | ) | $ | (56.6 | ) | $ | 0.4 | $ | (2.0 | ) | $ | (350.4 | ) |
Unrealized Currency Translation Adjustments | Pension and Other Long-term Employee Benefit Adjustments | Unrealized Gain (Loss) on Securities | Unrealized Gain (Loss) on Derivatives | Accumulated Other Comprehensive Income | |||||||||||
Balance, December 31, 2013 | $ | 24.3 | $ | 7.5 | $ | (0.9 | ) | $ | 3.1 | $ | 34.0 | ||||
Current year deferrals to AOCI | (96.4 | ) | (29.7 | ) | 0.7 | 3.6 | (121.8 | ) | |||||||
Reclassifications from AOCI to Net income | — | (9.0 | ) | — | (6.5 | ) | (15.5 | ) | |||||||
Net Change | (96.4 | ) | (38.7 | ) | 0.7 | (2.9 | ) | (137.3 | ) | ||||||
Balance, December 31, 2014 | $ | (72.1 | ) | $ | (31.2 | ) | $ | (0.2 | ) | $ | 0.2 | $ | (103.3 | ) |
|
2016(1) | March 31 | June 30(2) | September 30 | December 31(3) | Full Year | ||||||||||
Total revenue | $ | 961.6 | $ | 1,072.1 | $ | 1,029.1 | $ | 1,034.6 | $ | 4,097.4 | |||||
Cost of goods sold | 606.4 | 649.0 | 630.4 | 641.8 | 2,527.6 | ||||||||||
Net income (loss) | 31.8 | 53.3 | (3.1 | ) | (34.4 | ) | 47.6 | ||||||||
Net income (loss) attributable to controlling interests | 30.9 | 51.7 | (4.3 | ) | (36.5 | ) | 41.8 | ||||||||
Basic net income (loss) per share | 0.13 | 0.22 | (0.02 | ) | (0.15 | ) | 0.18 | ||||||||
Diluted net income (loss) per share | 0.13 | 0.21 | (0.02 | ) | (0.15 | ) | 0.17 | ||||||||
2015 | March 31 | June 30(a) | September 30 | December 31 | Full Year | ||||||||||
Total revenue | $ | 997.5 | $ | 1,101.1 | $ | 1,005.1 | $ | 1,009.6 | $ | 4,113.3 | |||||
Cost of goods sold | 649.8 | 679.7 | 628.6 | 639.2 | 2,597.3 | ||||||||||
Net income (loss) | 46.7 | (24.3 | ) | 36.4 | 39.1 | 97.9 | |||||||||
Net income (loss) attributable to controlling interests | 45.1 | (25.1 | ) | 35.1 | 38.6 | 93.7 | |||||||||
Basic net income (loss) per share | 0.20 | (0.11 | ) | 0.15 | 0.16 | 0.40 | |||||||||
Diluted net income (loss) per share | 0.19 | (0.11 | ) | 0.15 | 0.16 | 0.39 | |||||||||
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