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Segments
9 Months Ended
Sep. 30, 2014
Segment Reporting [Abstract]  
Segments

(4) Segments

Effective as of January 1, 2014, we changed our segment reporting structure in order to reflect the way management makes operating decisions and manages the growth and profitability of the business. This change corresponds with management’s current approach of allocating costs and resources and assessing the performance of our segments. We report our segment information in accordance with the provisions of FASB Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.” There has been no change in our total condensed consolidated financial condition or results of operations previously reported as a result of the change in our segment structure. There were no changes to the reportable segment assets as a result of the change in segment reporting.

As a result, our new segment reporting structure consists of three reportable segments and an “Other” category and is as follows:

Food Care;

Diversey Care;

Product Care; and

Other (includes Corporate, Medical Applications and New Ventures businesses)

Our Food Care, Diversey Care and Product Care segments are considered reportable segments under FASB ASC Topic 280. Our reportable segments are aligned with similar groups of products. Other includes Corporate and the Medical Applications and New Ventures businesses. The Medical Applications and New Ventures businesses were previously included in the Company’s “Other Category.” Corporate which is included in Other includes certain costs that are not allocated to the reportable segments, primarily consisting of corporate overhead costs, including administrative functions and cost recovery variances not allocated to the reportable segments from global functional expenses.

Other also includes all items we categorize as special or unusual items that are reported in the condensed consolidated statements of operations. These “special items” primarily consist of restructuring and other associated costs, expenses related to stock appreciation rights (“SARs”), which were issued in connection with the acquisition of Diversey in 2011, losses on debt redemptions, foreign currency exchange gains/losses related to Venezuelan subsidiaries and other one-time expenses and/or gains.

As of January 1, 2014, we also changed the segment performance measure in which the chief operating decision maker (“CODM”), our Chief Executive Officer, assesses segment performance and makes allocation decisions by segment from operating profit (a U.S. GAAP financial measure) to Adjusted EBITDA (a non-U.S. GAAP financial measure). Adjusted EBITDA is defined as Earnings before Interest Expense, Taxes, Depreciation and Amortization, adjusted to exclude the impact of special items. See “Use of Non-U.S. GAAP Information” above for further information of our use of non-U.S. GAAP measures.

We allocate and disclose depreciation and amortization expense to our segments, although property and equipment, net is not allocated to the segment assets, nor is depreciation and amortization included in the segment performance metric Adjusted EBITDA. We also disclose restructuring and other charges by segment, although it is not included in the segment performance metric Adjusted EBITDA since restructuring and other charges is categorized as a special item as discussed above. The accounting policies of the reportable segments and Other are the same as those applied to the condensed consolidated financial statements.

The changes in our segment structure and segment performance measure better provides the CODM with information to assess segment performance and to make resource and allocation decisions, as the new segment structure and performance measure reflect the current management of our businesses. Accordingly, the new measure will also assist our investors by providing them with a better understanding of the segment so that the user can make a more informed decision about the Company, which is consistent with FASB ASC Topic 280.

The following tables show net sales and Adjusted EBITDA by our segment reporting structure:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Food Care

$

983.4

 

 

$

951.0

 

 

$

2,849.9

 

 

$

2,801.1

 

As a % of Total Company net sales

 

49.8

%

 

 

49.7

%

 

 

49.3

%

 

 

49.3

%

Diversey Care

 

550.8

 

 

 

532.0

 

 

 

1,637.2

 

 

 

1,614.9

 

As a % of Total Company net sales

 

27.9

%

 

 

27.8

%

 

 

28.3

%

 

 

28.4

%

Product Care

 

420.7

 

 

 

403.1

 

 

 

1,223.2

 

 

 

1,185.1

 

As a % of Total Company net sales

 

21.3

%

 

 

21.1

%

 

 

21.2

%

 

 

20.9

%

Total Reportable Segments Net Sales

 

1,954.9

 

 

 

1,886.1

 

 

 

5,710.3

 

 

 

5,601.1

 

Other

 

20.6

 

 

 

25.9

 

 

 

66.5

 

 

 

77.2

 

Total Company Net Sales

$

1,975.5

 

 

$

1,912.0

 

 

$

5,776.8

 

 

$

5,678.3

 

Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Food Care

$

178.4

 

 

$

160.6

 

 

$

497.3

 

 

$

454.5

 

Adjusted EBITDA Margin

 

18.1

%

 

 

16.9

%

 

 

17.4

%

 

 

16.2

%

Diversey Care

 

69.9

 

 

 

60.7

 

 

 

186.7

 

 

 

176.6

 

Adjusted EBITDA Margin

 

12.7

%

 

 

11.4

%

 

 

11.4

%

 

 

10.9

%

Product Care

 

74.4

 

 

 

69.4

 

 

 

215.4

 

 

 

193.3

 

Adjusted EBITDA Margin

 

17.7

%

 

 

17.2

%

 

 

17.6

%

 

 

16.3

%

Total Reportable Segments Adjusted EBITDA

 

322.7

 

 

 

290.7

 

 

 

899.4

 

 

 

824.4

 

Other

 

(23.1

)

 

 

(14.2

)

 

 

(63.4

)

 

 

(54.3

)

Non-U.S. GAAP Total Company Adjusted

   EBITDA

$

299.6

 

 

$

276.5

 

 

$

836.0

 

 

$

770.1

 

Adjusted EBITDA Margin

 

15.2

%

 

 

14.5

%

 

 

14.5

%

 

 

13.6

%

 

 

The following table shows a reconciliation of Non-U.S. GAAP Total Company Adjusted EBITDA to U.S. GAAP net earnings from continuing operations:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Non-U.S. GAAP Total Company Adjusted EBITDA

$

299.6

 

 

$

276.5

 

 

$

836.0

 

 

$

770.1

 

Depreciation and amortization (1)

 

(77.3

)

 

 

(72.7

)

 

 

(241.7

)

 

 

(234.0

)

Special items (2):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Write down of non-strategic assets included in

   depreciation and amortization

 

0.4

 

 

 

 

 

 

0.2

 

 

 

5.0

 

Restructuring and other charges(3)

 

(11.4

)

 

 

(49.5

)

 

 

(31.6

)

 

 

(61.2

)

Other restructuring associated costs included in cost of

sales and selling general and administrative expenses

 

(8.0

)

 

 

(8.3

)

 

 

(23.4

)

 

 

(24.9

)

Development grant matter included in selling, general

and administrative expenses

 

(14.0

)

 

 

 

 

 

(14.0

)

 

 

 

Relocation costs included in selling, general

and administrative expenses

 

(0.5

)

 

 

 

 

 

(0.5

)

 

 

 

SARs

 

(1.0

)

 

 

(8.7

)

 

 

(3.2

)

 

 

(26.8

)

Integration related costs

 

(1.4

)

 

 

(0.3

)

 

 

(3.3

)

 

 

(0.7

)

Impairment of equity method investment

 

-

 

 

 

(2.1

)

 

 

(5.7

)

 

 

(2.1

)

Foreign currency exchange (losses) gains related to

Venezuelan subsidiaries

 

(4.1

)

 

 

0.7

 

 

 

(18.9

)

 

 

(12.9

)

Loss on debt redemption and refinancing activities

 

(17.7

)

 

 

 

 

 

(18.5

)

 

 

(32.4

)

Gain from Claims Settlement in 2014 and related costs

 

(0.1

)

 

 

(0.3

)

 

 

20.5

 

 

 

(0.6

)

Non-operating charge for contingent guarantee included

in other income (expense), net

 

(2.5

)

 

 

 

 

 

(2.5

)

 

 

 

Other income (expense), net

 

2.7

 

 

 

(0.1

)

 

 

(0.5

)

 

 

(0.1

)

Interest expense

 

(69.7

)

 

 

(88.9

)

 

 

(222.1

)

 

 

(269.4

)

Income tax provision

 

35.7

 

 

 

11.2

 

 

 

79.5

 

 

 

19.9

 

U.S. GAAP net earnings from continuing operations

$

59.3

 

 

$

35.1

 

 

$

191.3

 

 

$

90.1

 

 

 

 

(1) 

Depreciation and amortization including share-based incentive compensation expense by segment is as follows:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Food Care

$

30.6

 

 

$

29.9

 

 

$

92.1

 

 

$

89.3

 

Diversey Care

 

31.9

 

 

 

30.9

 

 

 

98.9

 

 

 

99.0

 

Product Care

 

9.8

 

 

 

9.4

 

 

 

30.7

 

 

 

28.8

 

Total reportable segments

 

72.3

 

 

 

70.2

 

 

 

221.7

 

 

 

217.1

 

Other

 

5.0

 

 

 

2.5

 

 

 

20.0

 

 

 

16.9

 

Total Company depreciation and amortization

$

77.3

 

 

$

72.7

 

 

$

241.7

 

 

$

234.0

 

 

 

 

(2) 

Includes items that were considered unusual or special items. See “Non-U.S. GAAP information” above for further information.

(3) 

Restructuring and other charges by segment were as follows:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Food Care

$

1.8

 

 

$

16.4

 

 

$

12.9

 

 

$

19.9

 

Diversey Care

 

8.2

 

 

 

21.4

 

 

 

12.0

 

 

 

26.3

 

Product Care

 

1.3

 

 

 

10.4

 

 

 

6.3

 

 

 

13.6

 

Total reportable segments

 

11.3

 

 

 

48.2

 

 

 

31.2

 

 

 

59.8

 

Other

 

0.1

 

 

 

1.3

 

 

 

0.4

 

 

 

1.4

 

Total Company restructuring and other charges

$

11.4

 

 

$

49.5

 

 

$

31.6

 

 

$

61.2

 

 

 

Allocation of Goodwill and Identifiable Intangible Assets to Reportable Segments

Our management views goodwill and identifiable intangible assets as corporate assets, so we do not allocate their balances to the reportable segments. However, we are required to allocate their balances to each reporting unit to perform our annual goodwill impairment review, which we do during the fourth quarter of the year. There was no change to the allocation of goodwill by reporting unit as a result of the change in our reportable segment structure discussed above. See Note 7, “Goodwill and Identifiable Intangible Assets,” for the allocation of goodwill and identifiable intangible assets and the changes in their balances in the nine months ended September 30, 2014 by our segment reporting structure.