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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.

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- Definition The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 29 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8538-108599 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 34 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 35 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 41 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 30 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 42 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 31 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 40 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 33 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 12 -URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599 + Details
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