NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
We are a premier formulator of specialized and sustainable material solutions that transform customer challenges into opportunities, bringing new products to life for a better world. Our products include specialty engineered materials, performance fibers, advanced composites, and color and additive systems. We are also a highly specialized developer and manufacturer of performance enhancing additives, liquid colorants, and fluoropolymer and silicone colorants. Headquartered in Avon Lake, Ohio, we have employees at sales, and manufacturing across North America, South America, Europe, the Middle East, Asia, and Africa. We provide value to our customers through our ability to link our knowledge of polymers and formulation technology with our manufacturing and supply chain to provide value added solutions to designers, assemblers and processors of plastics. When used in these notes to the consolidated financial statements, the terms “we,” “us,” “our,” “Avient” and the “Company” mean Avient Corporation and its consolidated subsidiaries.
Our operations are reported in two reportable segments: Color, Additives and Inks and Specialty Engineered Materials. See Note 15, Segment Information, for more information.
Accounting Standards Adopted
On January 1, 2021, the Company adopted Financial Accounting Standards Board (FASB) Account Standards Update (ASU) 2019-12, Income Taxes (ASC 740) - Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes by removing certain exceptions to the general principles in FASB Accounting Standards Codification (ASC) 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not result in any material impact.
Accounting Standards Not Yet Adopted
Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (ASU 2020-04), provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as LIBOR. The amendments in ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rates expected to be discontinued. The amendments in ASU 2020-04 are effective through December 31, 2022; however, ASU 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848 has extended the effective date through December 31, 2024. The Company is currently evaluating the impact of adopting this standard and does not expect any material impact to our consolidated financial statements and disclosures.
ASU 2022-04, Liabilities - Supplier Finance Programs provides guidance that requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about their obligations outstanding at the end of the reporting period, including a rollforward of those obligations. The guidance is effective for all entities for fiscal years beginning after December 15, 2022, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023. The Company is currently evaluating and does not expect any material impact to our disclosures.
Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of Avient and its subsidiaries. All majority-owned affiliates over which we have control are consolidated. Transactions with related parties, including joint ventures, are in the ordinary course of business.
Historical information has been retrospectively adjusted to reflect the classification of discontinued operations. Discontinued operations are further discussed in Note 3, Discontinued Operations.
Use of Estimates
Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and notes. Actual results could differ from these estimates.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with a maturity of less than three months to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value.
Allowance for Doubtful Accounts
We evaluate the collectability of receivables based on a combination of factors, each of which are adjusted if specific circumstances change. We reserve for amounts determined to be uncollectible based on a specific customer’s inability to meet its financial obligation to us. We also record a general reserve based on the age of receivables past due, current conditions and forecasted information, the credit risk of specific customers, economic conditions and historical experience. In estimating the allowance, we take into consideration the existence of credit insurance.
Inventories
Raw materials and finished goods are carried at lower of cost or market using either the weighted average cost or the first-in, first-out (FIFO) method. Inventory reserves totaled $17.4 million and $24.1 million at December 31, 2022 and 2021, respectively.
Long-lived Assets
Property, plant and equipment is carried at cost, net of depreciation and amortization that is computed using the straight-line method over the estimated useful lives of the assets, which generally ranges from three to 15 years for machinery and equipment and up to 40 years for buildings. We depreciate certain assets associated with closing manufacturing locations over a shortened life (through the cease-use date). Software is amortized over periods not exceeding 10 years. Property, plant and equipment is generally depreciated on accelerated methods for income tax purposes. We expense repair and maintenance costs as incurred. We capitalize replacements and improvements that increase the estimated useful life of an asset.
We retain fully depreciated assets in property and accumulated depreciation accounts until we remove them from service. In the case of sale, retirement or disposal, the asset cost and related accumulated depreciation balance is removed from the respective account, and the resulting net amount, less any proceeds, is included as a component of income from continuing operations in the accompanying Consolidated Statements of Income.
We account for operating and finance leases under the provisions of FASB ASC Topic 842.
Finite-lived intangible assets, which consist primarily of customer relationships, patents and technology are amortized over their estimated useful lives. The useful lives range up to 20 years.
We assess the recoverability of long-lived assets when events or changes in circumstances indicate that we may not be able to recover the assets’ carrying amount. We measure the recoverability of assets to be held and used by a comparison of the carrying amount of the asset to the expected future undiscounted cash flows associated with the asset. We measure the amount of impairment of long-lived assets as the amount by which the carrying value of the asset exceeds the fair value of the asset, which is generally determined based on projected discounted future cash flows or appraised values. No such impairments were recognized during 2022, 2021 or 2020.
Goodwill and Indefinite Lived Intangible Assets
In accordance with the provisions of FASB ASC Topic 350, Intangibles — Goodwill and Other, we assess the fair value of goodwill on an annual basis or at an interim date if potential impairment indicators are present. Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested for impairment, quantitatively or qualitatively, at the reporting unit level. The Company's reporting units are at a level below the Company's reportable operating segments. Goodwill is allocated to the reporting units based on the estimated fair value at the date of acquisition. Our annual measurement date for testing impairment of goodwill and indefinite-lived intangible assets is October 1.
We test our goodwill either quantitatively or qualitatively for impairment. For our quantitative approach, we use an income approach to estimate the fair value of our reporting units. The income approach uses a reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that is determined based on current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs, and estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, terminal value margin rates, future capital expenditures and changes in future working capital requirements. We validate our estimates of fair value under the income approach by considering the implied control premium and conclude whether the implied control premium is reasonable based on other recent market transactions.
A qualitative approach for both goodwill and indefinite-lived intangible assets is performed if the last quantitative test exceeded certain thresholds. During our qualitative approach, we assess whether the existence of events or
circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, we determine it is more likely than not that the fair value is less than carrying value, a quantitative impairment test is performed for each asset, as described above.
Indefinite-lived intangible assets primarily consist of the Dyneema, GLS, ColorMatrix, Gordon Composites, and Fiber-Line trade names. Indefinite-lived intangible assets are tested, quantitatively or qualitatively, for impairment annually at the same time we test goodwill for impairment. For our quantitative approach, the implied fair value of indefinite-lived intangible assets is determined based on significant unobservable inputs, as summarized below. The fair value of the trade names is calculated using a “relief from royalty” methodology. This approach involves two steps: (1) estimating reasonable royalty rates for the trade name and (2) applying this royalty rate to a net sales stream and discounting the resulting cash flows to determine fair value using a weighted-average cost of capital that is determined based on current market conditions. This fair value is then compared with the carrying value of the trade name.
We completed our testing of impairment as of October 1, noting no impairment in 2022, 2021 or 2020. There are no reporting units or indefinite-lived intangible assets identified as at-risk of impairment.
Litigation Reserves
FASB ASC Topic 450, Contingencies, requires that we accrue for loss contingencies associated with outstanding litigation, claims and assessments for which management has determined it is probable that a loss contingency exists and the amount of loss can be reasonably estimated. We recognize expense associated with professional fees related to litigation claims and assessments as incurred. Refer to Note 12, Commitments and Contingencies, for further information.
Derivative Financial Instruments
FASB ASC Topic 815, Derivative and Hedging, requires that all derivative financial instruments, such as foreign exchange contracts, be recognized in the financial statements and measured at fair value, regardless of the purpose or intent in holding them.
We are exposed to foreign currency changes and to changes in cash flows due to changes in our contractually specified interest rates (e.g., SOFR) in the normal course of business. We have established policies and procedures that manage this exposure through the use of financial instruments. By policy, we do not enter into these instruments for trading purposes or speculation. We formally assess, designate and document, as a hedge of an underlying exposure, the qualifying derivative instrument that will be accounted for as an accounting hedge at inception. Additionally, in accordance with ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, we assess at inception whether the financial instruments used in the hedging transaction are highly effective at offsetting changes in either the fair values or cash flows of the underlying exposures. If highly effective, any subsequent test may be done qualitatively.
The net interest payments accrued each month for effective instruments designated as a hedge are reflected in net income as adjustments of interest expense and the remaining change in the fair value of the derivatives is recorded as a component of Accumulated Other Comprehensive Income (Loss) (AOCI). Instruments not designated as hedges are adjusted to fair value at each period end, with the resulting gains and losses recognized in the accompanying Consolidated Statements of Income immediately. We entered into foreign currency derivatives associated with the APM Acquisition that were not initially designated as hedges.
Refer to Note 16, Derivatives and Hedging, for more information.
Pension and Other Post-retirement Plans
We account for our pensions and other post-retirement benefits in accordance with FASB ASC Topic 715, Compensation — Retirement Benefits. We immediately recognize actuarial gains and losses in our operating results in the year in which the gains or losses occur. Refer to Note 11, Employee Benefit Plans, for more information.
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) in 2022, 2021 and 2020 were as follows:
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(In millions) | | Cumulative Translation Adjustment and Related Hedging Instruments | | Pension and other post-retirement benefits | | Cash Flow Hedges | | | | Total |
Balance at January 1, 2020 | | $ | (84.0) | | | $ | 5.2 | | | $ | (3.8) | | | | | $ | (82.6) | |
Translation Adjustments | | 152.3 | | | — | | | — | | | | | 152.3 | |
Unrealized losses on derivatives | | (41.7) | | | — | | | (1.6) | | | | | (43.3) | |
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Balance at December 31, 2020 | | 26.6 | | | 5.2 | | | (5.4) | | | | | 26.4 | |
Translation Adjustments | | (127.7) | | | — | | | — | | | | | (127.7) | |
Unrealized gains on derivatives | | 52.5 | | | — | | | 3.2 | | | | | 55.7 | |
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Balance at December 31, 2021 | | (48.6) | | | 5.2 | | | (2.2) | | | | | (45.6) | |
Translation Adjustments | | (60.3) | | | — | | | — | | | | | (60.3) | |
Unrealized gains on derivatives | | 21.6 | | | — | | | 2.3 | | | | | 23.9 | |
Prior service credit | | — | | | 6.2 | | | — | | | | | 6.2 | |
Balance at December 31, 2022 | | $ | (87.3) | | | $ | 11.4 | | | $ | 0.1 | | | | | $ | (75.8) | |
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Fair Value of Financial Instruments
FASB ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosures of the fair value of financial instruments. The estimated fair values of financial instruments were principally based on market prices where such prices were available and, where unavailable, fair values were estimated based on market prices of similar instruments.
Foreign Currency Translation
Revenues and expenses are translated at average currency exchange rates during the related period. Assets and liabilities of foreign subsidiaries are translated using the exchange rate at the end of the period. The resulting translation adjustments are recorded as accumulated other comprehensive income or loss. Gains and losses resulting from foreign currency transactions, including intercompany transactions that are not considered long-term investments, are included in Other (expense) income, net.
Revenue Recognition
We recognize revenue once control of the product is transferred to the customer, which typically occurs when products are shipped from our facilities.
Shipping and Handling Costs
Shipping and handling costs are included in cost of sales.
Research and Development Expense
Research and development costs of $84.9 million in 2022, $83.2 million in 2021 and $59.8 million in 2020 are charged to expense as incurred.
Environmental Costs
We expense costs that are associated with managing hazardous substances and pollution in ongoing operations on a current basis. Costs associated with environmental contamination are accrued when it becomes probable that a liability has been incurred and our proportionate share of the cost can be reasonably estimated. Any such provision is recognized using the Company's best estimate of the amount of loss incurred, or at the lower end of an estimated range, when a single best estimate is not determinable. In some cases, the Company may be able to recover a portion of the costs relating to these obligations from insurers or other third parties; however, the Company records such amounts only when they are collected.
Share-Based Compensation
We account for share-based compensation under the provisions of FASB ASC Topic 718, Compensation - Stock Compensation, which requires us to estimate the fair value of share-based awards on the date of grant. The value
of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the accompanying Consolidated Statements of Income. As of December 31, 2022, we had one active share-based employee compensation plan, which is described more fully in Note 14, Share-Based Compensation.
Income Taxes
Deferred income tax liabilities and assets are determined based upon the differences between the financial reporting and tax basis of assets and liabilities and are measured using the tax rate and laws currently in effect. In accordance with FASB ASC Topic 740, Income Taxes, we evaluate our deferred income taxes to determine whether a valuation allowance should be established against the deferred tax assets or whether the valuation allowance should be reduced based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard. See Note 13, Income Taxes, for additional detail.
Note 2 — BUSINESS COMBINATIONS
Acquisition of APM
On September 1, 2022, the Company completed the acquisition of the DSM Protective Materials business, including the Dyneema® brand, the World's Strongest Fiber™. The ultra-light specialty fiber is stronger than steel and is used in demanding applications such as ballistic personal protection, marine and sustainable infrastructure, renewable energy, industrial protection and outdoor sports. The acquired business is collectively referred to as APM, and the acquisition is referred to as the APM Acquisition. The APM Acquisition enhances Avient's material offerings of composites and engineered fibers, and results are recognized within the Specialty Engineered Materials segment.
Total consideration paid by the Company to complete the APM Acquisition was $1.4 billion, net of cash acquired. Avient (i) incurred $575.0 million of borrowings under a new Senior Secured Term Loan due 2029 and (ii) issued $725.0 million aggregate principal of 7.125% Senior Notes due 2030 to finance a portion of the APM Acquisition. Avient subsequently used proceeds from the Distribution business sale and cash on hand to repay $950.0 million of debt in the fourth quarter of 2022. For additional details relating to the financing, refer to Note 6, Financing Arrangements.
The APM Acquisition is being accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805. As of December 31, 2022, the purchase accounting for the APM Acquisition is preliminary and purchase price allocation adjustments will be made through the end of the Company's measurement period, which is not to exceed one year from the acquisition date. During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from the preliminary estimates.
The preliminary purchase price allocation is as follows:
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(in millions) | September 1, 2022 | | Measurement period adjustments | | December 31, 2022 |
Cash and cash equivalents | $ | 50.7 | | | — | | | $ | 50.7 | |
Accounts receivable | 52.2 | | 1.8 | | | 54.0 |
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Inventories | 136.2 | | (7.8) | | | 128.4 |
Other current assets | 2.0 | | — | | | 2.0 |
Property | 361.9 | | 33.2 | | | 395.1 |
Intangible assets: | | | | | |
Indefinite-lived trade names | 254.9 | | — | | | 254.9 |
Customer relationships | 198.7 | | (10.1) | | | 188.6 |
Patents, technology, and other | 275.1 | | — | | | 275.1 |
Goodwill | 277.1 | | 119.4 | | | 396.5 |
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Other non-current assets | 12.3 | | — | | | 12.3 |
Accounts payable | 32.2 | | — | | | 32.2 |
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Current operating lease obligations | 1.2 | | — | | | 1.2 |
Accrued expenses and other current liabilities | 11.7 | | 0.3 | | | 12.0 |
Deferred tax liabilities | 86.1 | | 133.9 | | | 220.0 |
Non-current operating lease obligations | 5.0 | | — | | | 5.0 |
Noncontrolling interests | — | | | 2.3 | | | 2.3 |
Other non-current liabilities | 8.1 | | — | | | 8.1 |
Total purchase price consideration | $ | 1,476.8 | | | $ | — | | | $ | 1,476.8 | |
Definite-lived intangible assets that have been acquired have a preliminary useful life range of 17 to 20 years. Goodwill of $396.5 million resulting from the acquisition was recorded to the Specialty Engineered Materials segment. The goodwill recognized is primarily attributable to intangible assets that do not qualify for separate recognition and the deferred tax impact of applying purchase accounting. Goodwill is not deductible for tax purposes.
The amount of sales and loss from continuing operations before income taxes of APM since the acquisition date included in the Consolidated Statements of Income as of December 31, 2022 were $133.5 million and $17.3 million, respectively. The loss from continuing operations before income taxes includes $34.4 million of expense related to inventory step-up from the preliminary purchase price allocation, which is recorded in Cost of sales. Costs incurred in connection with the APM Acquisition were $16.6 million for the year ended December 31, 2022. These expenses are included within Selling and administrative expense on the Consolidated Statement of Income.
Had the APM Acquisition occurred on January 1, 2021, sales and income from continuing operations before income taxes on a pro forma basis would have been as follows:
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| | | Year Ended December 31, |
| | | | | 2022 | | 2021 |
Sales | | | | | $ | 3,653.0 | | | $ | 3,712.0 | |
Income from continuing operations before income taxes | | | | | 112.8 | | | 97.6 | |
The unaudited pro forma financial information has been calculated after applying our accounting policies and adjusting the historical results with pro forma adjustments that assume the APM Acquisition occurred on January 1, 2021. These unaudited pro forma results do not represent financial results realized, nor are they intended to be a projection of future results.
The pro forma income from continuing operations before income taxes for the years ended December 31, 2022 and 2021 gives effect to intangible amortization from the preliminary purchase price allocation and increased interest expense resulting from the APM Acquisition financing transactions. Additional adjustments are made to recast certain acquisition related costs to the beginning of the pro forma period. The pro forma income from continuing
operations before income taxes for the year ended December 31, 2021 includes expense related to the amortization of inventory step-up as well as transaction costs and bridge financing costs.
Note 3 — DISCONTINUED OPERATIONS
On November 1, 2022, Avient sold its Distribution business to an affiliate of H.I.G. Capital, (the "Purchaser") for $950.0 million in cash, subject to a customary working capital adjustment. The results of the Distribution business are presented as discontinued operations for all years presented. The sale resulted in the recognition of an after-tax gain of $550.1 million, which is reflected within the Income from discontinued operations, net of income taxes line of the Consolidated Statements of Income.
The following table summarizes the major line items constituting pretax income of discontinued operations associated with the Distribution business segment for the years ended December 31, 2022, 2021 and 2020.
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(In millions) | 2022 | | 2021 | | 2020 |
Sales | $ | 1,331.7 | | | $ | 1,503.3 | | | $ | 1,027.5 | |
Cost of sales | (1,191.9) | | | (1,347.5) | | | (903.3) | |
Selling and administrative expense | (41.9) | | | (54.7) | | | (47.3) | |
Pre-tax gain on sale | 717.0 | | | — | | | — | |
Income from discontinued operations before income taxes | 814.9 | | | 101.1 | | | 76.9 | |
Income tax expense | (194.6) | | | (22.1) | | | (16.3) | |
Income from discontinued operations, net of income taxes | $ | 620.3 | | | $ | 79.0 | | | $ | 60.6 | |
The following table summarizes the major classes of assets and liabilities of the Distribution business that were classified as held for sale in the consolidated balance sheets as of December 31, 2021.
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(In millions) | | December 31, 2021 |
Accounts receivable, net | | $ | 202.4 | |
Inventories, net | | 155.3 | |
Other current assets | | 2.5 | |
Current assets held for sale | | $ | 360.2 | |
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Property, net | | 3.9 | |
Goodwill | | 1.6 | |
Other non-current assets | | 16.5 | |
Non-current assets held for sale | | $ | 22.0 | |
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Accounts payable | | $ | 124.4 | |
Other current liabilities | | 16.9 | |
Total current liabilities held for sale | | $ | 141.3 | |
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Non-current operating lease obligations | | 12.8 | |
Other non-current liabilities | | 0.3 | |
Total non-current liabilities held for sale | | $ | 13.1 | |
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Note 4 — GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying amount of goodwill by segment were as follows:
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(In millions) | Specialty Engineered Materials | | Color, Additives and Inks | | | | Total |
Balance at January 1, 2021 | $ | 237.8 | | | $ | 1,068.7 | | | | | $ | 1,306.5 | |
Acquisition of businesses | — | | | 14.1 | | | | | 14.1 | |
Currency translation | (1.5) | | | (34.3) | | | | | (35.8) | |
Balance at December 31, 2021 | 236.3 | | | 1,048.5 | | | | | 1,284.8 | |
Acquisition of businesses | 396.5 | | | — | | | | | 396.5 | |
Currency translation | 19.4 | | | (28.8) | | | | | (9.4) | |
Balance at December 31, 2022 | $ | 652.2 | | | $ | 1,019.7 | | | | | $ | 1,671.9 | |
Indefinite and finite-lived intangible assets consisted of the following:
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| | As of December 31, 2022 |
(In millions) | | Acquisition Cost | | Accumulated Amortization | | Currency Translation | | Net |
Customer relationships | | $ | 695.9 | | | $ | (164.3) | | | $ | 5.9 | | | $ | 537.5 | |
Patents, technology and other | | 841.8 | | | (168.8) | | | 3.5 | | | 676.5 | |
Indefinite-lived trade names | | 368.0 | | | | | 15.6 | | | 383.6 | |
Total | | $ | 1,905.7 | | | $ | (333.1) | | | $ | 25.0 | | | $ | 1,597.6 | |
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| | As of December 31, 2021 |
(In millions) | | Acquisition Cost | | Accumulated Amortization | | Currency Translation | | Net |
Customer relationships | | $ | 507.2 | | | $ | (135.4) | | | $ | 6.0 | | | $ | 377.8 | |
Patents, technology and other | | 566.7 | | | (134.3) | | | 1.8 | | | 434.2 | |
Indefinite-lived trade names | | 113.2 | | | — | | | — | | | 113.2 | |
Total | | $ | 1,187.1 | | | $ | (269.7) | | | $ | 7.8 | | | $ | 925.2 | |
Amortization of finite-lived intangible assets included in continuing operations for the years ended December 31, 2022, 2021 and 2020 was $63.6 million, $57.5 million and $43.5 million, respectively.
We expect finite-lived intangibles amortization expense for the next five years as follows:
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(In millions) | 2023 | | 2024 | | 2025 | | 2026 | | 2027 |
Expected Amortization Expense | $ | 76.3 | | | $ | 75.8 | | | $ | 75.8 | | | $ | 75.1 | | | $ | 72.9 | |
Note 5 — EMPLOYEE SEPARATION AND RESTRUCTURING COSTS
We are engaged in a restructuring program associated with our integration of the Clariant Color Acquisition. These actions are expected to enable us to better serve customers, improve efficiency and deliver cost savings. We expect that the full restructuring plan will be implemented through 2024 and anticipate that we will incur approximately $75.0 million of charges in connection with the restructuring plan. As of December 31, 2022, $52.2 million has been incurred.
A summary of the Clariant Color integration restructuring is shown below:
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(in millions) | Workforce reductions | | Plant closing and other | | Total |
Balance at January 1, 2020 | $ | — | | | $ | — | | | $ | — | |
Restructuring costs | 6.7 | | | 0.6 | | | 7.3 | |
Payments, utilization and translation | (1.1) | | | (0.2) | | | (1.3) | |
Balance at December 31, 2020 | $ | 5.6 | | | $ | 0.4 | | | $ | 6.0 | |
Restructuring costs | 7.8 | | | 4.2 | | | 12.0 | |
Payments, utilization and translation | (5.8) | | | (4.1) | | | (9.9) | |
Balance at December 31, 2021 | $ | 7.5 | | | $ | 0.6 | | | $ | 8.1 | |
Restructuring costs | 30.9 | | | 2.1 | | | 32.9 | |
Payments, utilization and translation | (4.0) | | | (0.3) | | | (4.3) | |
Balance at December 31, 2022 | $ | 34.4 | | | $ | 2.3 | | | $ | 36.7 | |
Total restructuring costs included in the Consolidated Statement of Income for the twelve months ended December 31, 2022, 2021 and 2020 are shown in the table below, and are primarily associated with the Clariant Color integration.
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(in millions) | 2022 | | 2021 | | 2020 |
Cost of goods sold | $ | 31.1 | | | $ | 14.5 | | | $ | 4.2 | |
Selling and administrative expenses | 7.0 | | | 0.2 | | | 15.4 | |
Total employee separation and restructuring charges | $ | 38.1 | | | $ | 14.7 | | | $ | 19.6 | |
Note 6 — FINANCING ARRANGEMENTS
For each of the periods presented, total debt consisted of the following:
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As of December 31, 2022 (in millions) | Principal Amount | | Unamortized discount and debt issuance cost | | Net Debt | | Weighted average interest rate |
Senior secured revolving credit facility due 2026 | $ | — | | | $ | — | | | $ | — | | | — | % |
Senior secured term loan due 2026 | 426.9 | | | 3.3 | | | 423.6 | | | 3.81 | % |
Senior secured term loan due 2029 | 404.7 | | | 19.2 | | | 385.5 | | | 6.53 | % |
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5.75% senior notes due 2025 | 650.0 | | | 4.8 | | | 645.2 | | | 5.75 | % |
7.125% senior notes due 2030 | 725.0 | | | 10.1 | | | 714.9 | | | 7.125 | % |
Other Debt | 9.7 | | | — | | | 9.7 | | | |
Total Debt | 2,216.3 | | | 37.4 | | | 2,178.9 | | | |
Less short-term debt | 2.2 | | | — | | | 2.2 | | | |
Total long-term debt, net of current portion | $ | 2,214.1 | | | $ | 37.4 | | | $ | 2,176.7 | | | |
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As of December 31, 2021 (in millions) | Principal Amount | | Unamortized discount and debt issuance cost | | Net Debt | | Weighted average interest rate |
Senior secured revolving credit facility due 2026 | $ | — | | | $ | — | | | $ | — | | | — | % |
5.25% senior notes due 2023 | 600.0 | | | 1.4 | | | 598.6 | | | 5.25 | % |
5.75% senior notes due 2025 | 650.0 | | | 6.8 | | | 643.2 | | | 5.75 | % |
Senior secured term loan due 2026 | 611.5 | | | 6.2 | | | 605.3 | | | 1.85 | % |
Other Debt | 11.8 | | | — | | | 11.8 | | | |
Total Debt | 1,873.3 | | | 14.4 | | | 1,858.9 | | | |
Less short-term and current portion of long-term debt | 8.6 | | | — | | | 8.6 | | | |
Total long-term debt, net of current portion | $ | 1,864.7 | | | $ | 14.4 | | | $ | 1,850.3 | | | |
On August 10, 2022, the Company entered into an indenture with U.S. Bank Trust Company, National Association, as trustee, relating to the issuance by the Company of $725.0 million aggregate principal amount of 7.125% Senior Notes due 2030 (the 2030 Notes). The Company received proceeds of $715.9 million net of financing costs related to the issuance. The 2030 Notes bear interest at a rate of 7.125% per annum. Interest on the 2030 Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2023. The 2030 Notes will mature on August 1, 2030.
On August 29, 2022, the Company entered into the Term Loan Amendment relating to the Credit Agreement, dated as of November 12, 2015, by and among Avient, Citibank, N.A., as administrative agent, and the lenders party thereto, with Citibank, N.A., as administrative agent, and the other agents and lenders named therein. Pursuant to the Term Loan Amendment, Avient, among other things, incurred a new tranche of Senior Secured Term Loan due 2029 (the 2029 Term Loan) in an aggregate principal amount equal to $575.0 million. The 2029 Term Loan was fully drawn on August 29, 2022, and the Company received proceeds of $537.6 million, net of financing costs and discounts. The interest rates per annum applicable to the 2029 Term Loan under the Credit Agreement are either (i) Adjusted Term SOFR (as defined in the Term Loan Amendment) plus 3.25% or (ii) a Base Rate (as defined in the Term Loan Amendment) plus 2.25%. The Term Loan Amendment also modified the interest rates per annum applicable to the Senior Secured Term Loan due 2026, which are either (i) Adjusted Term SOFR (as defined in the Term Loan Amendment) plus 3.06% or (ii) a Base Rate (as defined in the Term Loan Amendment) plus 2.06%. The other terms and conditions that apply to the 2029 Term Loan are substantially the same as the terms and conditions that applied to the existing term loan under the Credit Agreement immediately prior to the Term Loan Amendment.
On November 2, 2022, the Company redeemed the entire outstanding $600 million aggregate principal amount of the 5.25% Senior Notes due March 15, 2023. The notes were redeemed at a redemption price equal to 101.0% of the principal amount of the notes plus accrued and unpaid interest to the redemption date. The redemption premium of $6.0 million and $0.4 million related to the write-off of unamortized issuances costs and discounts are included within Interest expense, net for the year ended December 31, 2022.
On November 2, 2022 and December 2, 2022, the Company made voluntary prepayments totaling $150.0 million and $200.0 million, respectively, on a pro-rata basis against the outstanding principal balances of our senior secured term loans in accordance with the provisions of the Credit Agreement. The prepayments were first applied to the 1% principal payments due annually and then to the remaining principal balances due on maturity. We
recognized $9.6 million related to the write-off of unamortized issuance costs and discounts associated within Interest expense, net for the year ended December 31, 2022 due to the prepayments.
Also included in Interest expense, net for the year ended December 31, 2022 are costs associated with committed financing of $10.0 million related to the APM Acquisition.
The Company maintains a senior secured revolving credit facility, which matures on October 26, 2026 and provides a maximum borrowing facility size of $500.0 million, subject to a borrowing base with advances against certain U.S. and international accounts receivable, inventory and other assets as specified in the agreement. As of December 31, 2022, we had no borrowings outstanding under our Revolving Credit Facility, which had remaining availability of $246.2 million.
The agreements governing our Revolving Credit Facility and our senior secured term loan, and the indentures and credit agreements governing other debt, contain a number of customary financial and restrictive covenants that, among other things, limit our ability to: sell or otherwise transfer assets, including in a spin-off, incur additional debt or liens, consolidate or merge with any entity or transfer or sell all or substantially all of our assets, pay dividends or make certain other restricted payments, make investments, enter into transactions with affiliates, create dividend or other payment restrictions with respect to subsidiaries, make capital investments and alter the business we conduct. As of December 31, 2022, we were in compliance with all covenants.
The estimated fair value of Avient’s debt instruments at December 31, 2022 and 2021 was $2,153.1 million and $1,917.7 million, respectively, compared to carrying values of $2,178.9 million and $1,858.9 million as of December 31, 2022 and 2021, respectively. The fair value of Avient’s debt instruments was estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities and represent Level 2 measurements within the fair value hierarchy.
Aggregate maturities of the principal amount of debt for the next five years and thereafter are as follows:
| | | | | | | | |
(In millions) | | |
2023 | | $ | 2.2 | |
2024 | | 2.2 | |
2025 | | 652.2 | |
2026 | | 427.4 | |
2027 | | 0.4 | |
Thereafter | | 1,132.0 | |
Aggregate maturities | | $ | 2,216.3 | |
Included in Interest expense, net for the years ended December 31, 2022, 2021 and 2020 was interest income of $34.0 million, $17.5 million, and $19.9 million, respectively. Total interest paid on debt, net of the impact of hedging (see Note 16, Derivatives and Hedging), was $69.4 million in 2022, $72.6 million in 2021 and $61.1 million in 2020.
Note 7 — LEASING ARRANGEMENTS
We lease certain manufacturing facilities, warehouse space, machinery and equipment, vehicles and information technology equipment under operating leases. The majority of our leases are operating leases. Finance leases are immaterial to our consolidated financial statements. Operating lease assets and obligations are reflected within Operating lease assets, net, Current operating lease obligations, and Non-current operating lease obligations, respectively.
Lease expense for these leases is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred. The components of lease cost from continued operations recognized within our Consolidated Statements of Income for the twelve months ended December 31, 2022, 2021 and 2020 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | | |
(In millions) | | 2022 | | 2021 | | 2020 |
| | | | | | |
Cost of sales | | $ | 18.8 | | | $ | 20.1 | | | $ | 19.2 | |
Selling and administrative expense | | 10.1 | | 9.3 | | | 11.0 | |
Total Operating lease cost | | $ | 28.9 | | | $ | 29.4 | | | $ | 30.2 | |
We often have options to renew lease terms for buildings and other assets. The exercise of lease renewal options are generally at our sole discretion. In addition, certain lease arrangements may be terminated prior to their original
expiration date at our discretion. We evaluate renewal and termination options at the lease commencement date to determine if we are reasonably certain to exercise the option on the basis of economic factors. The weighted average remaining lease term for our operating leases as of December 31, 2022 and 2021 was 5.7 years and 4.7 years, respectively. The non-cash net increase in operating lease liabilities was $13.8 million, $8.3 million and $10.5 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The discount rate implicit within our leases is generally not determinable and, therefore, the Company determines the discount rate based on its incremental borrowing rate. The incremental borrowing rate for our leases is determined based on lease term and currency in which lease payments are made, adjusted for impacts of collateral. The weighted average discount rate used to measure our operating lease liabilities as of December 31, 2022 and 2021 were 4.8% and 3.8%, respectively.
Future minimum lease payments under non-cancelable operating leases with initial lease terms longer than one year as of December 31, 2022 are as follows:
Maturity Analysis of Lease Liabilities:
| | | | | | | | | | |
| | | | |
(in millions) | | 2022 | | |
2023 | | $ | 19.6 | | | |
2024 | | 12.8 | | | |
2025 | | 8.2 | | | |
2026 | | 6.1 | | | |
2027 | | 5.3 | | | |
Thereafter | | 12.7 | | | |
Total | | $ | 64.7 | | | |
Less amount of lease payment representing interest | | (6.8) | | | |
Total present value of lease payments | | $ | 57.9 | | | |
Note 8 — INVENTORIES, NET
Components of Inventories, net as of December 31, 2022 and 2021 are as follows:
| | | | | | | | | | | | | | |
| | |
(In millions) | | 2022 | | 2021 |
Finished products | | $ | 157.7 | | | $ | 90.0 | |
Work in process | | 22.7 | | | 21.2 | |
Raw materials and supplies | | 192.3 | | | 194.6 | |
Inventories, net | | $ | 372.7 | | | $ | 305.8 | |
Note 9 — PROPERTY, NET
Components of Property, net as of December 31, 2022 and 2021 are as follows:
| | | | | | | | | | | | | | |
| | |
(In millions) | | 2022 | | 2021 |
Land and land improvements | | $ | 103.5 | | | $ | 91.5 | |
Buildings | | 432.2 | | | 348.1 | |
Machinery and equipment | | 1,325.3 | | | 965.4 | |
Property, gross | | 1,861.0 | | | 1,405.0 | |
Less accumulated depreciation | | (811.8) | | | (732.7) | |
Property, net | | $ | 1,049.2 | | | $ | 672.3 | |
Depreciation expense from continuing operations was $93.4 million in 2022, $83.8 million in 2021 and $67.5 million in 2020.
Note 10 — OTHER BALANCE SHEET LIABILITIES
Other current and non-current liabilities as of December 31, 2022 and 2021 consist of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Accrued expenses and other current liabilities | | Other non-current liabilities |
| | December 31, | | December 31, |
(in millions) | | 2022 | | 2021 | | 2022 | | 2021 |
Employment costs | | $ | 116.8 | | | $ | 177.4 | | | $ | 8.9 | | | $ | 7.6 | |
Deferred Compensation | | — | | | — | | | 25.3 | | | 22.8 | |
Restructuring Costs | | 36.7 | | | 8.1 | | | — | | | — | |
Environmental liabilities | | 27.4 | | | 25.8 | | | 90.9 | | | 98.7 | |
Accrued taxes | | 121.5 | | | 55.7 | | | — | | — |
| | | | | | | | |
Accrued interest | | 35.5 | | | 14.1 | | | — | | — |
Dividends payable | | 22.5 | | | 21.7 | | | — | | — |
Unrecognized tax benefits | | 0.6 | | | 0.7 | | | 26.3 | | | 20.3 | |
Derivatives | | — | | | 3.1 | | | 68.6 | | | — | |
Other | | 34.8 | | | 33.5 | | | 15.5 | | | 15.5 | |
Total | | $ | 395.8 | | | $ | 340.1 | | | $ | 235.5 | | | $ | 164.9 | |
Note 11 — EMPLOYEE BENEFIT PLANS
All U.S. qualified defined benefit pension plans are frozen, no longer accrue benefits and are closed to new participants. We have foreign pension plans that accrue benefits. The plans generally provide benefit payments using a formula that is based upon employee compensation and length of service.
The following tables present the change in benefit obligation, change in plan assets and components of funded status for defined benefit pension and post-retirement health care benefit plans.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Benefits | | Health Care Benefits |
(in millions) | | 2022 | | 2021 | | 2022 | | 2021 |
Change in benefit obligation: | | | | | | | | |
Projected benefit obligation - beginning of year | | $ | 549.3 | | | $ | 602.0 | | | $ | 15.8 | | | $ | 18.3 | |
Service cost | | 4.1 | | | 4.7 | | | — | | | 0.1 | |
Interest cost | | 14.1 | | | 14.2 | | | 0.4 | | | 0.5 | |
Actuarial gain | | (80.8) | | | (12.1) | | | (2.9) | | | (1.6) | |
Benefits paid | | (47.1) | | | (53.9) | | | (1.0) | | | (1.2) | |
| | | | | | | | |
| | | | | | | | |
Other | | (5.8) | | | (5.6) | | | (6.5) | | | (0.3) | |
Projected benefit obligation - end of year | | 433.8 | | | 549.3 | | | 5.9 | | | 15.8 | |
Projected salary increases | | (6.3) | | | (7.7) | | | — | | | — | |
Accumulated benefit obligation | | $ | 427.5 | | | $ | 541.6 | | | $ | 5.9 | | | $ | 15.8 | |
Change in plan assets: | | | | | | | | |
Plan assets - beginning of year | | $ | 529.3 | | | $ | 573.6 | | | $ | — | | | $ | — | |
Actual return on plan assets | | (89.9) | | | 2.9 | | | — | | | — | |
Company contributions | | 6.3 | | | 8.6 | | | 1.0 | | | 1.2 | |
Benefits paid | | (47.0) | | | (53.9) | | | (1.0) | | | (1.2) | |
| | | | | | | | |
| | | | | | | | |
Other | | (2.1) | | | (1.9) | | | — | | | — | |
Plan assets - end of year | | $ | 396.6 | | | $ | 529.3 | | | $ | — | | | $ | — | |
Unfunded status at end of year | | $ | (37.2) | | | $ | (20.0) | | | $ | (5.9) | | | $ | (15.8) | |
Amounts included in the accompanying Consolidated Balance Sheets as of December 31 are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Benefits | | Health Care Benefits |
(in millions) | | 2022 | | 2021 | | 2022 | | 2021 |
Non-current assets | | $ | 31.0 | | | $ | 71.1 | | | $ | — | | | $ | — | |
Accrued expenses and other liabilities | | 5.7 | | | 5.7 | | | 1.3 | | | 1.2 | |
Pension and other post-retirement benefits | | 62.5 | | | 85.3 | | | 4.7 | | | 14.6 | |
As of December 31, 2022 and 2021, we had plans with total projected and accumulated benefit obligations in excess of the related plan assets as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Benefits | | Health Care Benefits |
(in millions) | | 2022 | | 2021 | | 2022 | | 2021 |
Projected benefit obligation | | $ | 91.5 | | | $ | 116.6 | | | $ | 5.9 | | | $ | 15.8 | |
Fair value of plan assets | | 23.3 | | | 26.5 | | | — | | | — | |
| | | | | | | | |
Accumulated benefit obligation | | 80.2 | | | 108.3 | | | 5.9 | | | 15.8 | |
Fair value of plan assets | | 17.7 | | | 25.4 | | | — | | | — | |
Weighted-average assumptions used to determine benefit obligations at December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Benefits | | Health Care Benefits |
| | 2022 | | 2021 | | 2022 | | 2021 |
Discount rate | | 4.74 | % | | 2.69 | % | | 5.17 | % | | 2.85 | % |
Assumed health care cost trend rates at December 31: | | | | | | | | |
Health care cost trend rate assumed for next year | | N/A | | N/A | | 5.93 | % | | 6.44 | % |
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | | N/A | | N/A | | 4.13 | % | | 4.08 | % |
Year that the rate reaches the ultimate trend rate | | N/A | | N/A | | 2054 | | 2065 |
The following table summarizes the components of net periodic benefit cost or gain that was recognized during each of the years in the three-year period ended December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Benefits | | Health Care Benefits |
(in millions) | | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 |
Components of net periodic benefit costs (gains): | | | | | | | | | | | | |
Service Cost | | $ | 4.1 | | | $ | 4.7 | | | $ | 3.0 | | | $ | — | | | $ | 0.1 | | | $ | 0.1 | |
Interest Cost | | 14.1 | | | 14.2 | | | 15.3 | | | 0.4 | | | 0.5 | | | 0.4 | |
Expected return on plan assets | | (22.4) | | | (26.9) | | | (25.3) | | | — | | | — | | | — | |
Mark-to-market actuarial net losses (gains) | | 31.4 | | | 11.9 | | | (10.8) | | | (2.9) | | | (1.6) | | | — | |
Curtailment | | — | | | (0.6) | | | (6.4) | | | — | | | (0.3) | | | — | |
Net periodic cost (benefit) | | $ | 27.2 | | | $ | 3.3 | | | $ | (24.2) | | | $ | (2.4) | | | $ | (1.3) | | | $ | 0.5 | |
In 2022, we recognized a $28.4 million mark-to-market loss that was primarily the result of actual asset returns that were lower than our assumed returns. Partially offsetting the lower asset returns was an increase in our year end discount rate from 2.69% to 4.74%.
In 2021, we recognized a $9.4 million mark-to-market and curtailment loss that was primarily the result of actual asset returns that were lower than our assumed returns. Partially offsetting the lower asset returns was an increase in our year end discount rate from 2.47% to 2.69%.
In 2020, we recognized a $17.2 million mark-to-market and curtailment gain that was primarily the result of actual asset returns that were higher than our assumed returns. The curtailment gain of $6.4 million related to lump sum payments that were offered to certain eligible participants of our US Qualified Pension Plan in the second quarter of 2020 which resulted in a settlement of $1.1 million, and a curtailment gain of $5.3 million related to certain acquired pension plans during the fourth quarter of 2020. Partially offsetting these gains was the decrease in our year end discount rate from 3.19% to 2.47%.
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Benefits | | Health Care Benefits |
| | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 |
Discount rate* | | 2.69 | % | | 2.47 | % | | 3.19 | % | | 2.85 | % | | 2.66 | % | | 3.06 | % |
Expected long-term return on plan assets* | | 4.39 | % | | 4.86 | % | | 5.05 | % | | — | | | — | | | — | |
Assumed health care cost trend rates at December 31: | | | | | | | | | | | | |
Assumed health care cost trend rates at January 1: | | N/A | | N/A | | N/A | | 6.44 | % | | 6.24 | % | | 6.16 | % |
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | | N/A | | N/A | | N/A | | 4.08 | % | | 4.04 | % | | 4.14 | % |
Year that the rate reaches the ultimate trend rate | | N/A | | N/A | | N/A | | 2065 | | 2066 | | 2054 |
*The mark-to-market component of net periodic costs is determined based on discount rates as of year-end and actual asset returns during the year.
The expected long-term rate of return on pension assets was determined after considering the forward looking long-term asset returns by asset category and the expected investment portfolio mix.
Our pension investment strategy is to diversify the portfolio among asset categories to enhance the portfolio’s risk-adjusted return as well as insulate it from exposure to changes in interest rates. Our asset mix considers the duration of plan liabilities, historical and expected returns of the investments, and the funded status of the plan. The pension asset allocation is reviewed and actively managed based on the funded status of the plan. Based on the current funded status of the plan, our pension asset investment allocation guidelines are weighted to fixed income securities. The plan keeps a minimal amount of cash available to fund benefit payments. See the following table for the plans' asset allocation.
The fair values of pension plan assets at December 31, 2022 and 2021, by asset category, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value of Plan Assets at December 31, 2022 |
(In millions) | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Investments (at Fair Value) |
Asset category | | | | | | | | |
Cash | | $ | 3.7 | | | $ | — | | | $ | — | | | $ | 3.7 | |
Bonds and Notes | | 50.0 | | | — | | | — | | | 50.0 | |
Global Equity | | 7.7 | | | — | | | — | | | 7.7 | |
Other | | — | | | 2.7 | | | 14.5 | | | 17.2 | |
Total | | $ | 61.4 | | | $ | 2.7 | | | $ | 14.5 | | | $ | 78.6 | |
| | | | | | | | |
Investments measured at NAV: | | | | | | | | |
Common collective funds: | | | | | | | | |
United States equity | | | | | | | | 42.7 | |
International equity | | | | | | | | 43.4 | |
Global equity | | | | | | | | 21.6 | |
Fixed income | | | | | | | | 210.3 | |
| | | | | | | | |
Total common collective funds | | | | | | | | $ | 318.0 | |
| | | | | | | | |
Total investments at fair value | | | | | | | | $ | 396.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value of Plan Assets at December 31, 2021 |
(In millions) | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total Investments (at Fair Value) |
Asset category | | | | | | | | |
Cash | | $ | 6.5 | | | $ | — | | | $ | — | | | $ | 6.5 | |
Bonds and Notes | | 68.3 | | | — | | | — | | | 68.3 | |
Global Equity | | 10.6 | | | — | | | — | | | 10.6 | |
Other | | — | | | 3.1 | | | 15.3 | | | 18.4 | |
Total | | $ | 85.4 | | | $ | 3.1 | | | $ | 15.3 | | | $ | 103.8 | |
| | | | | | | | |
Investments at NAV | | | | | | | | |
Common collective funds | | | | | | | | |
United States equity | | | | | | | | 32.7 | |
International equity | | | | | | | | 32.1 | |
Global equity | | | | | | | | 16.5 | |
Fixed income | | | | | | | | 344.2 | |
| | | | | | | | |
Total common collective funds | | | | | | | | $ | 425.5 | |
| | | | | | | | |
Total investments at fair value | | | | | | | | $ | 529.3 | |
Pension Plan Assets
Other assets are primarily insurance contracts for international plans. The U.S. equity common collective funds are predominately invested in equity securities actively traded in public markets. The international and global equity common collective funds have broadly diversified investments across economic sectors and focus on low volatility, long-term investments. The fixed income common collective funds consist primarily of publicly traded United States fixed interest obligations (principally investment grade bonds and government securities).
Level 1 assets are valued based on quoted market prices. Level 2 investments are valued based on quoted market prices and/or other market data for the same or comparable instruments and transactions of the underlying fixed income investments. The insurance contracts included in the other asset category are valued at the transacted price. Common collective funds are valued at the net asset value of units held by the fund at year-end. The unit value is determined by the total value of fund assets divided by the total number of units of the fund owned.
The estimated future benefit payments for our pension and health care plans are as follows:
| | | | | | | | | | | | | | |
(In millions) | | Pension Benefits | | Health Care benefits |
2023 | | $ | 42.5 | | | $ | 1.3 | |
2024 | | 39.6 | | | 0.6 | |
2025 | | 39.3 | | | 0.5 | |
2026 | | 38.0 | | | 0.5 | |
2027 | | 37.2 | | | 0.4 | |
2028 through 2032 | | 170.5 | | | 1.6 | |
We currently estimate that employer contributions will be $8.0 million to all qualified and non-qualified pension plans and $1.3 million to all healthcare benefit plans in 2023.
The Company sponsors various voluntary retirement savings plans (RSP). Under the provisions of the plans, eligible employees receive defined Company contributions and are eligible for Company matching contributions based on their eligible earnings contributed to the plan. In addition, we may make discretionary contributions to the plans for eligible employees based on a specific percentage of each employee’s compensation.
Following are our contributions to the RSP:
| | | | | | | | | | | | | | | | | | | | |
(In millions) | | 2022 | | 2021 | | 2020 |
Retirement savings match | | $ | 12.7 | | | $ | 10.7 | | | $ | 9.9 | |
Retirement savings contribution | | — | | | — | | | 0.6 | |
Total contribution | | $ | 12.7 | | | $ | 10.7 | | | $ | 10.5 | |
Note 12 — COMMITMENTS AND CONTINGENCIES
Environmental — We have been notified by federal and state environmental agencies and by private parties that we may be a potentially responsible party (PRP) in connection with the environmental investigation and remediation of certain sites. While government agencies frequently assert that PRPs are jointly and severally liable at these sites, in our experience, the interim and final allocations of liability costs are generally made based on the relative contribution of waste. We may also initiate corrective and preventive environmental projects of our own to support safe and lawful activities at our operations. We believe that compliance with current governmental regulations at all levels will not have a material adverse effect on our financial position, results of operations or cash flows.
In September 2007, the United States District Court for the Western District of Kentucky (Court) in the case of Westlake Vinyls, Inc. v. Goodrich Corporation, et al., held that we must pay the remediation costs at the former Goodrich Corporation Calvert City facility (now largely owned and operated by Westlake Vinyls, Inc. (Westlake Vinyls)), together with certain defense costs of Goodrich Corporation. The rulings also provided that we can seek indemnification for contamination attributable to Westlake Vinyls.
Following the rulings, the parties to the litigation agreed to settle all claims regarding past environmental costs incurred at the site. The settlement agreement provides a mechanism to pursue allocation of future remediation costs at the Calvert City site to Westlake Vinyls. We will adjust our accrual, in the future, consistent with any such future allocation of costs. Additionally, we continue to pursue available insurance coverage related to this matter and recognize gains as we receive reimbursement.
The environmental obligation at the site arose as a result of an agreement between The B.F. Goodrich Company (n/k/a Goodrich Corporation) and our predecessor, The Geon Company, at the time of the initial public offering in 1993. Under the agreement, The Geon Company agreed to indemnify Goodrich Corporation for certain environmental costs at the site. Neither the Company nor The Geon Company ever operated the facility.
Since 2009, the Company, along with respondents Westlake Vinyls and Goodrich Corporation, has worked with the United States Environmental Protection Agency (USEPA) on the remedial activities at the site. The USEPA issued
its Record of Decision (ROD) in September 2018, selecting a remedy consistent with our accrual assumptions. In April 2019, the respondents signed an Administrative Settlement Agreement and Order on Consent with the USEPA to conduct the remedial actions at the site. In February 2020, three companies signed the agreed Consent Decree and remedial action Work Plan, which received Federal Court approval in January 2021. Our current reserve totals $108.6 million for this matter.
Our Consolidated Balance Sheets include accruals totaling $118.3 million and $124.5 million as of December 31, 2022 and 2021, respectively, based on our estimates of probable future environmental expenditures relating to previously contaminated sites. These undiscounted amounts are included in Accrued expenses and other current liabilities and Other non-current liabilities on the accompanying Consolidated Balance Sheets. The accruals represent our best estimate of probable future costs that we can reasonably estimate, based upon currently available information and technology and our view of the most likely remedy. Depending upon the results of future testing, completion and results of remedial investigation and feasibility studies, the ultimate remediation alternatives undertaken, changes in regulations, technology development, new information, newly discovered conditions and other factors, it is reasonably possible that we could incur additional costs in excess of the amount accrued at December 31, 2022. However, such additional costs, if any, cannot be currently estimated.
The following table details the changes in the environmental accrued liabilities:
| | | | | | | | | | | | | | | | | | | | |
(in millions) | | 2022 | | 2021 | | 2020 |
Balance at beginning of the year | | $ | 124.5 | | | $ | 119.7 | | | $ | 112.0 | |
Environmental expenses | | 24.1 | | | 23.0 | | | 20.4 | |
Net cash payments | | (30.2) | | | (18.2) | | | (12.7) | |
Currency translation and other | | (0.1) | | | — | | | — | |
Balance at the end of year | | $ | 118.3 | | | $ | 124.5 | | | $ | 119.7 | |
The environmental expenses noted in the table above are included in Cost of sales as are insurance recoveries received for previously incurred environmental costs. We received insurance recoveries of $8.3 million, $4.5 million, and $8.7 million in 2022, 2021 and 2020, respectively. Such insurance recoveries are recognized as income when received.
Other Litigation — Avient is subject to a broad range of claims, administrative and legal proceedings such as lawsuits that relate to contractual allegations, tax audits, product claims, personal injuries, and employment related matters. Although it is not possible to predict with certainty the outcome or cost of these matters, the Company believes our current reserves are appropriate and these matters will not have a material adverse effect on the consolidated financial statements.
Note 13 — INCOME TAXES
Income from continuing operations, before income taxes is summarized below based on the geographic location of the operation to which such earnings are attributable.
Income from continuing operations, before income taxes consists of the following:
| | | | | | | | | | | | | | | | | | | | |
(In millions) | | 2022 | | 2021 | | 2020 |
Domestic | | $ | (82.4) | | | $ | (22.1) | | | $ | (53.3) | |
International | | 146.2 | | | 225.6 | | | 114.4 | |
Income from continuing operations, before income taxes | | $ | 63.8 | | | $ | 203.5 | | | $ | 61.1 | |
A summary of income tax expense from continuing operations is as follows: | | | | | | | | | | | | | | | | | | | | |
(In millions) | | 2022 | | 2021 | | 2020 |
Current income tax expense (benefit): | | | | | | |
| | | | | | |
Domestic | | $ | (76.2) | | | $ | 23.4 | | | $ | (42.3) | |
International | | 56.4 | | | 50.8 | | | 31.9 | |
Total current income tax expense (benefit) | | $ | (19.8) | | | $ | 74.2 | | | $ | (10.4) | |
Deferred income tax expense (benefit): | | | | | | |
| | | | | | |
Domestic | | $ | 2.6 | | | $ | (26.8) | | | $ | 17.2 | |
International | | (2.1) | | | 4.5 | | | (18.5) | |
Total deferred income tax expense (benefit) | | $ | 0.5 | | | $ | (22.3) | | | $ | (1.3) | |
Total income tax expense (benefit) | | $ | (19.3) | | | $ | 51.9 | | | $ | (11.7) | |
We elected to recognize the resulting tax on global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII) as a period expense in the period in which the tax is incurred.
A reconciliation of the applicable U.S. federal statutory tax rate to the consolidated effective income tax rate from continuing operations along with a description of significant reconciling items is included below for the twelve months ended December 31, 2022, 2021 and 2020.
. | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | 2022 | | 2021 | | 2020 | | |
U.S. federal income tax rate | | 21.0 | % | | 21.0 | % | | 21.0 | % | | |
| | | | | | | | |
International tax rate differential: | | | | | | | | |
Asia | | 1.1 | | | 0.4 | | | 1.2 | | | |
Europe | | (12.4) | | | (1.8) | | | (9.9) | | | |
North and South America | | 5.9 | | | 1.1 | | | 2.5 | | | |
Total international tax rate differential | | (5.5) | | | (0.3) | | | (6.2) | | | |
| | | | | | | | |
Tax on GILTI and FDII | | 2.8 | | | (1.0) | | | 9.8 | | | |
International tax on certain current and prior year earnings | | 0.2 | | | 2.0 | | | 4.4 | | | |
Non-deductible acquisition related costs | | 0.9 | | | 0.1 | | | 4.0 | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Research and development credit | | (5.0) | | | (1.1) | | | (4.7) | | | |
| | | | | | | | |
| | | | | | | | |
Capital losses | | (88.1) | | | (0.6) | | | (29.8) | | | |
State and local tax, net | | (4.0) | | | 0.2 | | | (12.4) | | | |
International permanent items | | 15.0 | | | 0.2 | | | (10.7) | | | |
Net impact of uncertain tax positions | | 12.9 | | | 1.0 | | | 2.1 | | | |
Changes in valuation allowances | | 15.4 | | | 2.6 | | | 1.2 | | | |
Other | | 4.2 | | | 1.4 | | | 2.2 | | | |
Effective income tax rate | | (30.2) | % | | 25.5 | % | | (19.1) | % | | |
The effective tax rates for all periods differed from the applicable U.S. federal income tax rate as a result of permanent items, state and local income taxes, differences in international tax rates and certain other items. Permanent items primarily consist of income or expense not taxable or deductible. Significant or other items impacting the effective income tax rate are described below.
2022 Significant items
We recognized a net tax benefit of $56.2 million, 88.1%, in 2022 from federal and state capital loss deductions associated with an international affiliate's tax status change. We also recognized a tax benefit of $3.5 million, 5.5%, associated with earnings in foreign jurisdictions with statutory rates below the U.S. federal income tax rate. Further, the state and local tax benefit was $2.6 million, 4.0%, driven by a U.S. tax loss.
Offsetting these benefits in 2022 were international permanent items of $9.6 million, 15.0%, which primarily included an unfavorable tax effect of withholding taxes and nondeductible interest expense. In addition, we increased our valuation allowance by $9.9 million, 15.4%, for deferred tax assets that are unlikely to create income tax benefits
before their expiration. Further, uncertain tax positions increased $8.1 million, 12.9%, primarily associated with European restructuring charges which are not expected to realize a tax benefit.
2021 Significant items
For 2021, changes in valuation allowances of $5.3 million, 2.6%, related to losses in jurisdictions for which we do not expect to be able to realize the associated tax benefit. We also recognized $1.9 million, 1.0%, of uncertain tax positions, primarily associated with European restructuring actions taken in 2021.
2020 Significant items
We recognized a tax benefit of $18.2 million, 29.8%, from a carryback of capital losses associated with an investment in a foreign affiliate.
International permanent items included the favorable tax effect of notional interest deductions, favorable tax treatment of foreign exchanges losses, offset by non-deductibility of interest expense related to the receipt of tax-exempt dividends, which resulted in a net favorable tax impact of $6.5 million, 10.7%.
Components of our deferred tax assets (liabilities) as of December 31, 2022 and 2021 were as follows:
| | | | | | | | | | | | | | |
(In millions) | | 2022 | | 2021 |
Deferred tax assets: | | | | |
| | | | |
Employment costs | | 21.0 | | | 34.2 | |
Environmental reserves | | 29.2 | | | 30.9 | |
Net operating loss carryforwards | | 54.3 | | | 52.8 | |
Operating leases | | 11.8 | | | 16.1 | |
Research and development | | 39.2 | | | 22.0 | |
Capitalized and carryforward interest | | 18.2 | | | 6.3 | |
Financial Derivatives | | 16.7 | | | — | |
Other, net | | 54.4 | | | 43.7 | |
Gross deferred tax assets | | $ | 244.8 | | | $ | 206.0 | |
Valuation allowances | | (35.3) | | | (19.6) | |
Total deferred tax assets, net of valuation allowances | | $ | 209.5 | | | $ | 186.4 | |
| | | | |
Deferred tax liabilities: | | | | |
Property, plant and equipment | | $ | (117.4) | | | $ | (47.4) | |
Goodwill and intangibles | | (337.3) | | | (130.6) | |
Operating leases | | (12.0) | | | (16.2) | |
Financial Derivatives | | — | | | (6.7) | |
Other, net | | (11.7) | | | (12.6) | |
Total deferred tax liabilities | | $ | (478.4) | | | $ | (213.5) | |
| | | | |
Net deferred tax (liabilities) assets | | $ | (268.9) | | | $ | (27.1) | |
| | | | |
Consolidated Balance Sheets: | | | | |
Non-current deferred income tax assets | | $ | 73.6 | | | $ | 73.5 | |
Non-current deferred income tax liabilities | | $ | (342.5) | | | $ | (100.6) | |
As of December 31, 2022, we had gross state net operating loss carryforwards of $17.5 million that expire between 2023 and 2038 or that have indefinite carryforward periods. Various international subsidiaries have gross net operating loss carryforwards totaling $201.9 million that expire between 2023 and 2039 or that have indefinite carryforward periods. Total tax valuation allowances increased $15.7 million from the prior year primarily due to the acquisition of APM, $6.3 million, and losses incurred related to European restructurings that are not expected to generate realizable income tax benefits. We have provided valuation allowances of $19.6 million against certain international and state net operating loss carryforwards that, as of this time, are expected to expire prior to utilization.
As of December 31, 2022, no tax provision has been made on approximately $532.0 million of undistributed earnings of certain non-U.S. subsidiaries as these amounts continue to be indefinitely reinvested consistent with our policy. Additionally, no deferred income taxes were recorded on taxable outside basis differences as it was not practicable to determine the tax provision impact. The ending balance of international tax on certain current and prior year earnings accrual as of December 31, 2022 and 2021 included in the Other, net deferred tax liabilities line in the table above are $7.4 million and $10.1 million, respectively.
We made worldwide income tax payments of $109.7 million, $102.1 million, and $188.8 million in 2022, 2021, and 2020, respectively. We received refunds of $29.4 million, $12.6 million, and $9.9 million in 2022, 2021, and 2020, respectively.
The Company records tax provisions for uncertain tax positions in accordance with FASB ASC Topic 740, Income Taxes. A reconciliation of unrecognized tax benefits is as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Unrecognized Tax Benefits |
(In millions) | | 2022 | | 2021 | | 2020 |
Balance as of January 1, | | $ | 19.8 | | | $ | 9.5 | | | $ | 11.2 | |
Increases as a result of positions taken during current year | | 10.6 | | | 5.9 | | | 0.6 | |
Increases as a result of positions taken for prior years | | 0.4 | | | 0.2 | | | 0.6 | |
Balance related to acquired businesses | | — | | | 5.4 | | | — | |
Reductions for tax positions of prior years | | (4.3) | | | — | | | — | |
Decreases as a result of lapse of statute of limitations | | (0.6) | | | (1.5) | | | (0.5) | |
Decreases relating to settlements with taxing authorities | | — | | | (0.1) | | | (2.8) | |
Other, net | | (0.5) | | | 0.4 | | | 0.4 | |
Balance as of December 31, | | $ | 25.4 | | | $ | 19.8 | | | $ | 9.5 | |
We recognize interest and penalties related to uncertain tax positions in the tax provision. As of December 31, 2022 and 2021, we had $1.5 million and $1.2 million accrued for interest and penalties, respectively.
We expect tax settlements, if any, during the next twelve months to be immaterial to our unrecognized tax benefit accruals. If all unrecognized tax benefits were recognized, the net impact on the tax provision would be a benefit of $18.1 million.
The Company is currently being audited by U.S. federal, state and international taxing jurisdictions. With limited exceptions, we are no longer subject to U.S. federal, state and international tax examinations for periods preceding 2017.
Note 14 — SHARE-BASED COMPENSATION
Share-based compensation cost is based on the value of the portion of share-based payment awards that are ultimately expected to vest during the period. Share-based compensation cost recognized in the accompanying Consolidated Statements of Income includes compensation cost for share-based payment awards based on the grant date fair value estimated in accordance with the provision of FASB ASC Topic 718, Compensation — Stock Compensation. Share-based compensation expense is based on awards expected to vest and therefore has been reduced for estimated forfeitures.
Equity and Performance Incentive Plans
In May 2020, our shareholders approved the Avient Corporation 2020 Equity and Incentive Compensation Plan (2020 EICP). This plan reserved 2.5 million common shares for the award of a variety of share-based compensation alternatives, including non-qualified stock options, incentive stock options, restricted stock, restricted stock units (RSUs), performance shares, performance units and stock appreciation rights (SARs). It is anticipated that all share-based grants and awards that are earned and exercised will be issued from Avient common shares that are held in treasury.
Share-based compensation is included in Selling and administrative expense. A summary of compensation expense by type of award follows:
| | | | | | | | | | | | | | | | | | | | |
(In millions) | | 2022 | | 2021 | | 2020 |
Stock appreciation rights | | $ | 5.9 | | | $ | 5.2 | | | $ | 4.4 | |
Performance shares | | 0.2 | | | 0.2 | | | 0.2 | |
Restricted stock units | | 7.1 | | | 5.8 | | | 6.7 | |
Total share-based compensation | | $ | 13.2 | | | $ | 11.2 | | | $ | 11.3 | |
Stock Appreciation Rights
During the years ended December 31, 2022, 2021 and 2020, the total number of SARs granted was 0.4 million, 0.5 million and 0.5 million, respectively. Awards vest in one-third increments upon the later of the attainment of time-based vesting over a three-year service period and stock price targets. Awards granted in 2022, 2021 and 2020 are subject to an appreciation cap of 200% of the base price. SARs have contractual terms of ten years from the date of the grant.
The SARs were valued using a Monte Carlo simulation method as the vesting is dependent on the achievement of certain stock price targets. The SARs have time and market-based vesting conditions but vest no earlier than their three year graded vesting schedule. The expected term is an output from the Monte Carlo model and is derived from employee exercise assumptions that are based on Avient historical exercise experience. The expected volatility was determined based on the average weekly volatility for our common shares for the contractual life of the awards. The expected dividend assumption was determined based upon Avient's dividend yield at the time of grant. The risk-free rate of return was based on available yields on U.S. Treasury bills of the same duration as the contractual life of the awards. Forfeitures were estimated at 3% per year based on our historical experience.
The following is a summary of the weighted average assumptions related to the grants issued during 2022, 2021 and 2020: | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
Expected volatility | | 33.0% | | 34.0% | | 33.0% |
Expected dividends | | 1.80% | | 2.01% | | 2.57% |
Expected term (in years) | | 6.9 | | 6.9 | | 6.9 |
Risk-free rate | | 1.98% | | 1.19% | | 1.56% |
Value of SARs granted | | $14.91 | | $11.72 | | $8.11 |
A summary of SAR activity for 2022 is presented below: | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In millions, except per share data) | | Shares | | Weighted-Average Exercise Price per Share | | Weighted-Average Remaining Contractual Term | | Aggregate Intrinsic value |
Outstanding as of January 1, 2022 | | 1.9 | | | $ | 33.86 | | | 7.1 | | $ | 39.1 | |
Granted | | 0.4 | | | 52.64 | | | | | |
Exercised | | (0.1) | | | 32.12 | | | | | |
Forfeited or expired | | — | | | 45.88 | | | | | |
Outstanding as of December 31, 2022 | | 2.2 | | | $ | 39.08 | | | 6.8 | | $ | 2.6 | |
Vested and exercisable as of December 31, 2022 | | 1.2 | | | $ | 34.63 | | | 5.6 | | $ | 2.2 | |
| | | | | | | | |
The total intrinsic value of SARs exercised during 2022, 2021 and 2020 was $2.4 million, $22.9 million and $1.8 million, respectively. As of December 31, 2022, there was $3.8 million of total unrecognized compensation cost related to SARs, which is expected to be recognized over the weighted average remaining vesting period of 22 months.
Restricted Stock Units
RSUs represent contingent rights to receive one common share at a future date provided certain vesting criteria are met.
During 2022, 2021 and 2020, the total number of RSUs granted were 0.2 million, 0.2 million and 0.3 million, respectively. In 2022, 0.2 million RSUs vested. These RSUs, which generally vest on the third anniversary of the
grant date, were granted to executives and other key employees. Compensation expense is measured on the grant date using the quoted market price of our common shares and is recognized on a straight-line basis over the requisite service period.
As of December 31, 2022, 0.6 million RSUs remain unvested with a weighted-average grant date fair value of $38.59. Unrecognized compensation cost for RSUs at December 31, 2022 was $8.2 million, which is expected to be recognized over the weighted average remaining vesting period of 22 months.
Note 15 — SEGMENT INFORMATION
Operating income is the primary measure that is reported to our chief operating decision maker (CODM) for purposes of allocating resources to the segments and assessing their performance. Operating income at the segment level does not include: corporate general and administrative expenses that are not allocated to segments; intersegment sales and profit eliminations; charges related to specific strategic initiatives such as the consolidation of operations; restructuring activities, including employee separation costs resulting from personnel reduction programs, plant closure and phase-in costs; executive separation agreements; share-based compensation costs; asset impairments; environmental remediation costs, along with related gains from insurance recoveries, and other liabilities for facilities no longer owned or closed in prior years; gains and losses on the divestiture of joint ventures and equity investments; actuarial gains and losses associated with our pension and other post-retirement benefit plans; and certain other items that are not included in the measure of segment profit or loss that is reported to and reviewed by our CODM. These costs are included in Corporate.
Segment assets are primarily customer receivables, inventories, net property, plant and equipment, intangible assets and goodwill. Corporate assets and liabilities primarily include cash, debt, pension and other employee benefits, environmental liabilities, assets held for sale, and other unallocated corporate assets and liabilities. The accounting policies of each segment are consistent with those described in Note 1, Description of Business and Summary of Significant Accounting Policies.
Avient has two reportable segments. Previously, Avient had three reportable segments; however, as a result of the divestiture of our Distribution business, we have removed Distribution as a separate reportable segment and its results are presented as a discontinued operation. Historical information has been retrospectively adjusted to reflect these changes. The following is a description of each reportable segment.
Color, Additives and Inks
Color, Additives and Inks is a leading formulator of specialized custom color and additive concentrates in solid and liquid form for thermoplastics, dispersions for thermosets, as well as specialty inks. Color and additive solutions include an innovative array of colors, special effects and performance-enhancing and sustainable solutions. When combined with polymer resins, our solutions help customers achieve differentiated specialized colors and effects targeted at the demands of today’s highly design-oriented consumer and industrial end markets. Our additive concentrates encompass a wide variety of performance and process enhancing characteristics and are commonly categorized by the function that they perform, including UV light stabilization and blocking, antimicrobial, anti-static, blowing or foaming, antioxidant, lubricant, oxygen and visible light blocking and productivity enhancement. Of growing importance is our portfolio of additives that enable our customers to achieve their sustainability goals, including improved recyclability, reduced energy use, light weighting, and renewable energy applications. Our colorant and additives concentrates are used in a broad range of polymers, including those used in medical and pharmaceutical devices, food packaging, personal care and cosmetics, transportation, building products, wire and cable markets. We also provide custom-formulated liquid systems that meet a variety of customer needs and chemistries, including polyester, vinyl, natural rubber and latex, polyurethane and silicone. Our offerings also include proprietary inks and latexes for diversified markets such as recreational and athletic apparel, construction and filtration, outdoor furniture and healthcare. Our liquid polymer coatings and additives are largely based on vinyl and are used in a variety of markets, including consumer, packaging, healthcare, industrial, transportation, building and construction, wire and cable, textiles and appliances. Color, Additives and Inks has manufacturing, sales and service facilities located throughout North America, South America, Asia, Europe, Middle East, and Africa.
Specialty Engineered Materials
Specialty Engineered Materials is a leading formulator of specialty and sustainable polymer formulations, services and solutions for designers, assemblers and processors of thermoplastic materials across a wide variety of markets and end-use applications. Our product portfolio, which we believe to be one of the most diverse in our industry, includes specialty formulated high-performance polymer materials that are manufactured using thermoplastic resins and elastomers, which are then combined with advanced polymer additives, reinforcement, filler, colorant and/or biomaterial technologies. We also have what we believe is the broadest composite platform of solutions, which
include a full range of thermoset and thermoplastic composites, reinforced with glass, carbon, aramid, and ultrahigh molecular weight polyethylene fibers. These solutions meet a wide variety of unique customer requirements for sustainability, in particular light weighting. Our technical and market expertise enables us to expand the performance range and structural properties of traditional engineering-grade thermoplastic resins to meet evolving customer needs. Specialty Engineered Materials has manufacturing, sales and service facilities located throughout North America, Europe, and Asia. Our product development and application reach is further enhanced by the capabilities of our Innovation Centers in the United States, Germany, The Netherlands and China, which produce and evaluate prototype and sample parts to help assess end-use performance and guide product development. Our manufacturing capabilities are targeted at meeting our customers’ demand for speed, flexibility and critical quality.
Financial information by reportable segment is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In millions)
Year Ended December 31, 2022 | | | | | | Total Sales | | Operating Income | | Depreciation and Amortization | | Capital Expenditures |
Color, Additives and Inks | | | | | | $ | 2,355.0 | | | $ | 301.0 | | | $ | 101.3 | | | $ | 41.3 | |
Specialty Engineered Materials | | | | | | 1,044.4 | | | 140.1 | | | 48.7 | | | 37.4 | |
| | | | | | | | | | | | |
Corporate | | | | | | (2.5) | | | (197.8) | | | 12.5 | | | 26.4 | |
Total from continuing operations | | | | | | $ | 3,396.9 | | | $ | 243.3 | | | $ | 162.5 | | | $ | 105.1 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2021 | | | | | | Total Sales | | Operating Income | | Depreciation and Amortization | | Capital Expenditures |
Color, Additives and Inks | | | | | | $ | 2,401.6 | | | $ | 303.1 | | | $ | 105.7 | | | $ | 40.5 | |
Specialty Engineered Materials | | | | | | 911.6 | | | 125.5 | | | 31.7 | | | 26.4 | |
| | | | | | | | | | | | |
Corporate | | | | | | 2.3 | | | (148.9) | | | 7.7 | | | 32.9 | |
Total from continuing operations | | | | | | $ | 3,315.5 | | | $ | 279.7 | | | $ | 145.1 | | | $ | 99.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2020 | | | | | | Total Sales | | Operating Income | | Depreciation and Amortization | | Capital Expenditures |
Color, Additives and Inks | | | | | | $ | 1,502.9 | | | $ | 180.8 | | | $ | 75.1 | | | $ | 30.5 | |
Specialty Engineered Materials | | | | | | 703.0 | | | 89.2 | | | 30.0 | | | 14.2 | |
| | | | | | | | | | | | |
Corporate | | | | | | 9.0 | | | (158.4) | | | 9.3 | | | 17.6 | |
Total from continuing operations | | | | | | $ | 2,214.9 | | | $ | 111.6 | | | $ | 114.4 | | | $ | 62.3 | |
Our sales are primarily to customers in the United States, Canada, Mexico, Europe, South America and Asia, and the majority of our assets are located in these same geographic areas. The following is a summary of sales and long-lived assets based on the geographic areas where the sales originated and where the assets are located:
| | | | | | | | | | | | | | | | | | | | |
(In millions) | | 2022 | | 2021 | | 2020 |
Sales: | | | | | | |
United States and Canada | | $ | 1,372.9 | | | $ | 1,262.3 | | | $ | 927.7 | |
| | | | | | |
| | | | | | |
Latin America | | 180.1 | | | 158.5 | | | 94.1 | |
Europe | | 1,213.1 | | | 1,195.7 | | | 730.0 | |
Asia | | 630.8 | | | 699.0 | | | 463.1 | |
Total Sales | | $ | 3,396.9 | | | $ | 3,315.5 | | | $ | 2,214.9 | |
| | | | | | |
| | 2022 | | 2021 | | |
Total Assets: | | | | | | |
Color, Additives and Inks | | $ | 2,703.1 | | | $ | 2,965.2 | | | |
Specialty Engineered Materials | | 2,526.5 | | | 771.0 | | | |
| | | | | | |
Assets held-for-sale | | — | | | 382.1 | | | |
Corporate | | 855.4 | | | 878.9 | | | |
Total | | $ | 6,085.0 | | | $ | 4,997.2 | | | |
| | | | | | |
| | 2022 | | 2021 | | |
Property, net: | | | | | | |
United States and Canada | | $ | 513.4 | | | $ | 273.5 | | | |
| | | | | | |
| | | | | | |
Latin America | | 26.5 | | | 27.9 | | | |
Europe | | 272.2 | | | 172.4 | | | |
Asia | | 237.1 | | | 198.5 | | | |
Total Long lived assets | | $ | 1,049.2 | | | $ | 672.3 | | | |
Note 16 — DERIVATIVES AND HEDGING
We are exposed to market risks, such as changes in foreign currency exchange rates and interest rates. To manage the volatility related to these exposures we may enter into various derivative transactions. We formally assess, designate and document, as a hedge of an underlying exposure, the qualifying derivative instrument that will be accounted for as an accounting hedge at inception. Additionally, we assess both at inception and at least quarterly thereafter, whether the financial instruments used in the hedging transaction are effective at offsetting changes in either the fair values or cash flows of the underlying exposures. In accordance with ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12), that ongoing assessment will be done qualitatively for highly effective relationships
Net Investment Hedge
As a means of mitigating the impact of currency fluctuations on our euro investments in foreign entities, we have executed cross currency swaps, in which we pay fixed-rate interest in euros and receive fixed-rate interest in U.S. dollars related to our future obligations to exchange euros for U.S. dollars.
We currently hold cross currency swaps with a combined notional amount of €1,467.2 million, maturing in May 2025 and €900.0 million maturing in August 2027. We received cash proceeds of $132.1 million related to the settlement of prior cross-currency swap positions during the year ended December 31, 2022.
These cross currency swaps effectively convert a portion of our U.S. dollar denominated fixed-rate debt to euro denominated fixed-rate debt. Included in Interest expense, net within the Consolidated Statements of Income are benefits of $30.3 million and $16.4 million for the years ended December 31, 2022 and 2021, respectively, related to net interest payments received from counterparties.
We designated the cross currency swaps as net investment hedges of our net investment in our European operations under ASU 2017-12 and applied the spot method to these hedges. The changes in fair value of the
derivative instruments that are designated and qualify as hedges of net investments in foreign operations are recognized within Accumulated Other Comprehensive Income (Loss) (AOCI) to offset the changes in the values of the net investment being hedged. For the years ended December 31, 2022 and 2021, a gain of $21.6 million and a gain of $52.5 million, respectively, were recognized within translation adjustments in AOCI, net of tax.
Derivatives Designated as Cash Flow Hedging Instruments
In August 2018, we entered into two interest rate swaps with a combined notional amount of $150.0 million to manage the variability of cash flows in the interest rate payments associated with our existing LIBOR-based interest payments, effectively converting $150.0 million of our floating rate debt to a fixed rate. We began to receive floating rate interest payments based upon one month U.S. dollar LIBOR and in return are obligated to pay interest at a fixed rate of 2.732% until November 2022. The net interest payments accrued each month for these highly effective hedges are reflected in net income as adjustments of interest expense and the remaining change in the fair value of the derivatives is recorded as a component of AOCI. The amount of expense recognized within Interest expense, net, associated with interest rate swaps was $1.8 million and $4.0 million for the years ending December 31, 2022 and 2021, respectively. The amount recognized in AOCI, net of tax was a gain of $2.3 million and loss of $3.2 million for the years ended December 31, 2022 and 2021, respectively.
Derivatives Not Initially Designated for Hedge Accounting
On April 20, 2022, we executed forward starting cross currency swaps, pursuant to which we will pay fixed-rate interest in euros and receive fixed-rate interest in U.S. dollars with a combined notional amount of €900.0 million, as a means of mitigating the impact of currency fluctuations on our future euro investments in foreign entities related to the APM Acquisition. Additionally, we entered into foreign currency forward contracts with an aggregate notional amount of €350 million, to mitigate the impact of currency fluctuations on the euro-denominated purchase price for the APM Acquisition. In conjunction with the closing of the APM Acquisition, we completed the initial exchange of U.S. dollars for euros as part of the cross-currency swaps and designated these instruments as a net investment hedge against the acquired euro net assets of APM. Changes in the fair value of the cross-currency swaps prior to designation as a net investment hedge and foreign exchange forward contracts were recorded in earnings directly. Beginning September 1, 2022, changes in the fair value of these instruments are recognized in AOCI and offset the changes in our euro net assets. The amount of expense recognized within Other income, net in our Consolidated Statements of Income was $37.3 million for the year ended December 31, 2022, which resulted in a $38.8 million cash payment during the year ended December 31, 2022.
All of our derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy. We determine the fair value of our derivatives based on valuation methods, which project future cash flows and discount the future amounts present value using market based observable inputs, including interest rate curves and foreign currency rates. The fair value of derivative financial instruments recognized in the Consolidated Balance Sheets as of December 31, 2022 and 2021 is as follows:
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(In millions) | Balance Sheet Location | | 2022 | | 2021 |
Assets | | | | | |
Cross Currency Swaps (Net Investment Hedge) | Other non-current assets | | $ | — | | | $ | 31.7 | |
Liabilities | | | | | |
Cross Currency Swaps (Net Investment Hedge) | Other non-current liabilities | | $ | 68.6 | | | $ | — | |
Interest Rate Swap (Fair Value Hedge) | Other current liabilities | | $ | — | | | $ | 3.1 | |
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