|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Delaware
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26-0405422
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(State or other jurisdiction of
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(I.R.S. employer
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incorporation or organization)
|
identification no.)
|
|
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1500 Riveredge Parkway, Suite 100
|
|
Atlanta, Georgia
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30328
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Smaller reporting company
o
|
|||
|
|
||||
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Emerging growth company
o
|
|
EX-10.1
|
|
EX-31.1
|
|
EX-31.2
|
|
EX-32.1
|
|
EX-32.2
|
|
XBRL Content
|
|
|
Three Months Ended
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Nine Months Ended
|
||||||||||||
|
September 30,
|
September 30,
|
||||||||||||
In millions, except per share amounts
|
2017
|
|
2016
|
2017
|
|
2016
|
||||||||
Net Sales
|
$
|
1,137.6
|
|
|
$
|
1,103.7
|
|
$
|
3,293.8
|
|
|
$
|
3,240.9
|
|
Cost of Sales
|
946.0
|
|
|
912.4
|
|
2,750.3
|
|
|
2,637.1
|
|
||||
Selling, General and Administrative
|
90.6
|
|
|
78.9
|
|
265.3
|
|
|
260.7
|
|
||||
Other Expense (Income), Net
|
2.0
|
|
|
(0.1
|
)
|
1.4
|
|
|
2.0
|
|
||||
Business Combinations and Shutdown and Other Special Charges
|
3.6
|
|
|
7.4
|
|
18.3
|
|
|
23.2
|
|
||||
Income from Operations
|
95.4
|
|
|
105.1
|
|
258.5
|
|
|
317.9
|
|
||||
Interest Expense, Net
|
(22.6
|
)
|
|
(20.0
|
)
|
(66.4
|
)
|
|
(55.1
|
)
|
||||
Income before Income Taxes and Equity Income of Unconsolidated Entity
|
72.8
|
|
|
85.1
|
|
192.1
|
|
|
262.8
|
|
||||
Income Tax Expense
|
(25.9
|
)
|
|
(28.0
|
)
|
(67.1
|
)
|
|
(71.3
|
)
|
||||
Income before Equity Income of Unconsolidated Entity
|
46.9
|
|
|
57.1
|
|
125.0
|
|
|
191.5
|
|
||||
Equity Income of Unconsolidated Entity
|
0.4
|
|
|
0.7
|
|
1.3
|
|
|
1.6
|
|
||||
Net Income
|
$
|
47.3
|
|
|
$
|
57.8
|
|
$
|
126.3
|
|
|
$
|
193.1
|
|
|
|
|
|
|
|
|
||||||||
Net Income Per Share — Basic
|
$
|
0.15
|
|
|
$
|
0.18
|
|
$
|
0.41
|
|
|
$
|
0.60
|
|
Net Income Per Share — Diluted
|
$
|
0.15
|
|
|
$
|
0.18
|
|
$
|
0.40
|
|
|
$
|
0.60
|
|
Cash Dividends Declared Per Share
|
$
|
0.075
|
|
|
$
|
0.05
|
|
$
|
0.225
|
|
|
$
|
0.15
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
September 30,
|
|
September 30,
|
||||||||||
In millions
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Net Income
|
$
|
47.3
|
|
$
|
57.8
|
|
|
$
|
126.3
|
|
$
|
193.1
|
|
Other Comprehensive (Loss) Income, Net of Tax:
|
|
|
|
|
|
||||||||
Derivative Instruments
|
(0.6
|
)
|
2.1
|
|
|
(4.5
|
)
|
5.1
|
|
||||
Pension and Postretirement Benefit Plans
|
0.7
|
|
5.2
|
|
|
2.2
|
|
(15.5
|
)
|
||||
Currency Translation Adjustment
|
10.8
|
|
(6.8
|
)
|
|
46.9
|
|
(26.3
|
)
|
||||
Total Other Comprehensive Income (Loss), Net of Tax
|
10.9
|
|
0.5
|
|
|
44.6
|
|
(36.7
|
)
|
||||
Total Comprehensive Income
|
$
|
58.2
|
|
$
|
58.3
|
|
|
$
|
170.9
|
|
$
|
156.4
|
|
In millions, except share and per share amounts
|
September 30,
2017 |
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
17.2
|
|
|
$
|
59.1
|
|
Receivables, Net
|
539.0
|
|
|
426.8
|
|
||
Inventories, Net
|
621.5
|
|
|
582.9
|
|
||
Other Current Assets
|
44.9
|
|
|
46.1
|
|
||
Total Current Assets
|
1,222.6
|
|
|
1,114.9
|
|
||
Property, Plant and Equipment, Net
|
1,820.8
|
|
|
1,751.9
|
|
||
Goodwill
|
1,309.3
|
|
|
1,260.3
|
|
||
Intangible Assets, Net
|
449.6
|
|
|
445.3
|
|
||
Other Assets
|
37.5
|
|
|
31.0
|
|
||
Total Assets
|
$
|
4,839.8
|
|
|
$
|
4,603.4
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-Term Debt and Current Portion of Long-Term Debt
|
$
|
49.6
|
|
|
$
|
63.4
|
|
Accounts Payable
|
486.7
|
|
|
466.5
|
|
||
Compensation and Employee Benefits
|
116.5
|
|
|
107.3
|
|
||
Other Accrued Liabilities
|
164.6
|
|
|
142.6
|
|
||
Total Current Liabilities
|
817.4
|
|
|
779.8
|
|
||
Long-Term Debt
|
2,225.2
|
|
|
2,088.5
|
|
||
Deferred Income Tax Liabilities
|
421.5
|
|
|
408.0
|
|
||
Accrued Pension and Postretirement Benefits
|
161.2
|
|
|
202.5
|
|
||
Other Noncurrent Liabilities
|
80.8
|
|
|
68.1
|
|
||
|
|
|
|
|
|||
SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Preferred Stock, par value $.01 per share; 100,000,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common Stock, par value $.01 per share; 1,000,000,000 shares authorized; 309,713,908 and 313,533,785 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively
|
3.1
|
|
|
3.1
|
|
||
Capital in Excess of Par Value
|
1,680.2
|
|
|
1,709.0
|
|
||
Accumulated Deficit
|
(206.6
|
)
|
|
(268.0
|
)
|
||
Accumulated Other Comprehensive Loss
|
(343.0
|
)
|
|
(387.6
|
)
|
||
Total Shareholders' Equity
|
1,133.7
|
|
|
1,056.5
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
4,839.8
|
|
|
$
|
4,603.4
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
In millions
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net Income
|
$
|
126.3
|
|
|
$
|
193.1
|
|
Non-cash Items Included in Net Income:
|
|
|
|
||||
Depreciation and Amortization
|
237.2
|
|
|
224.1
|
|
||
Deferred Income Taxes
|
51.2
|
|
|
55.1
|
|
||
Amount of Postretirement Expense Less Than Funding
|
(39.6
|
)
|
|
(24.3
|
)
|
||
Other, Net
|
(3.1
|
)
|
|
32.6
|
|
||
Changes in Operating Assets and Liabilities
|
(65.5
|
)
|
|
(86.3
|
)
|
||
Net Cash Provided by Operating Activities
|
306.5
|
|
|
394.3
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Capital Spending
|
(185.8
|
)
|
|
(248.7
|
)
|
||
Packaging Machinery Spending
|
(12.0
|
)
|
|
(9.7
|
)
|
||
Acquisition of Businesses, Net of Cash Acquired
|
(120.9
|
)
|
|
(331.9
|
)
|
||
Other, Net
|
(0.4
|
)
|
|
(4.1
|
)
|
||
Net Cash Used in Investing Activities
|
(319.1
|
)
|
|
(594.4
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Repurchase of Common Stock
|
(62.1
|
)
|
|
(106.4
|
)
|
||
Payments on Debt
|
(18.8
|
)
|
|
(18.8
|
)
|
||
Proceeds from Issuance of Debt
|
—
|
|
|
300.0
|
|
||
Borrowings under Revolving Credit Facilities
|
814.0
|
|
|
1,013.3
|
|
||
Payments on Revolving Credit Facilities
|
(695.8
|
)
|
|
(933.3
|
)
|
||
Repurchase of Common Stock related to Share-Based Payments
|
(10.1
|
)
|
|
(10.6
|
)
|
||
Debt Issuance Costs
|
—
|
|
|
(5.1
|
)
|
||
Dividends Paid
|
(70.2
|
)
|
|
(48.5
|
)
|
||
Other, Net
|
11.4
|
|
|
(0.5
|
)
|
||
Net Cash (Used In) Provided by Financing Activities
|
(31.6
|
)
|
|
190.1
|
|
||
Effect of Exchange Rate Changes on Cash
|
2.3
|
|
|
0.8
|
|
||
Net Decrease in Cash and Cash Equivalents
|
(41.9
|
)
|
|
(9.2
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
59.1
|
|
|
54.9
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
17.2
|
|
|
$
|
45.7
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
March 13, 2017
|
|
March 29, 2017
|
|
April 5, 2017
|
May 24, 2017
|
|
June 15, 2017
|
|
July 5, 2017
|
July 28, 2017
|
|
September 15, 2017
|
|
October 5, 2017
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
In millions
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Charges Associated with Business Combinations
|
$
|
2.3
|
|
|
$
|
5.0
|
|
|
$
|
10.0
|
|
|
$
|
15.4
|
|
Shutdown and Other Special Charges
|
1.3
|
|
|
2.4
|
|
|
8.3
|
|
|
7.8
|
|
||||
Total
|
$
|
3.6
|
|
|
$
|
7.4
|
|
|
$
|
18.3
|
|
|
$
|
23.2
|
|
In millions
|
September 30, 2017
|
|
December 31, 2016
|
||||
Finished Goods
|
$
|
240.3
|
|
|
$
|
238.3
|
|
Work in Progress
|
77.5
|
|
|
73.5
|
|
||
Raw Materials
|
214.0
|
|
|
187.2
|
|
||
Supplies
|
89.7
|
|
|
83.9
|
|
||
Total
|
$
|
621.5
|
|
|
$
|
582.9
|
|
|
|
|
|
|
|
||||||
In millions
|
Amounts Recognized as of Acquisition Date
|
|
Measurement Period Adjustments
|
|
Amounts Recognized as of Acquisition Dates (as adjusted)
|
||||||
Purchase Price
|
$
|
120.9
|
|
|
$
|
—
|
|
|
$
|
120.9
|
|
|
|
|
|
|
|
||||||
Receivables, Net
|
10.3
|
|
|
—
|
|
|
10.3
|
|
|||
Inventories, Net
|
14.8
|
|
|
1.1
|
|
|
15.9
|
|
|||
Property, Plant and Equipment, Net
|
5.3
|
|
|
7.0
|
|
|
12.3
|
|
|||
Intangible Assets, Net
|
—
|
|
|
40.0
|
|
|
40.0
|
|
|||
Total Assets Acquired
|
30.4
|
|
|
48.1
|
|
|
78.5
|
|
|||
Current Liabilities
|
0.7
|
|
|
0.1
|
|
|
0.8
|
|
|||
Total Liabilities Assumed
|
0.7
|
|
|
0.1
|
|
|
0.8
|
|
|||
Net Assets Acquired
|
29.7
|
|
|
48.0
|
|
|
77.7
|
|
|||
Goodwill
|
91.2
|
|
|
(48.0
|
)
|
|
43.2
|
|
|||
Total Estimated Fair Value of Net Assets Acquired
|
$
|
120.9
|
|
|
$
|
—
|
|
|
$
|
120.9
|
|
In millions
|
September 30, 2017
|
|
December 31, 2016
|
||||
Senior Notes with interest payable semi-annually at 4.125%, effective rate of 4.19%, payable in 2024
|
$
|
300.0
|
|
|
$
|
300.0
|
|
Senior Notes with interest payable semi-annually at 4.875%, effective rate of 4.93%, payable in 2022
|
250.0
|
|
|
250.0
|
|
||
Senior Notes with interest payable semi-annually at 4.75%, effective rate of 4.79%, payable in 2021
|
425.0
|
|
|
425.0
|
|
||
Senior Secured Term Loan Facilities with interest payable at various dates at floating rates (2.74% at September 30, 2017) payable through 2019
|
931.2
|
|
|
950.0
|
|
||
Senior Secured Revolving Facilities with interest payable at floating rates (2.50% at September 30, 2017) payable in 2019
|
322.0
|
|
|
184.8
|
|
||
Capital Lease Obligations
|
30.6
|
|
|
17.9
|
|
||
Other
|
25.6
|
|
|
3.0
|
|
||
Total Long-Term Debt
|
2,284.4
|
|
|
2,130.7
|
|
||
Less: Current Portion
|
45.9
|
|
|
26.3
|
|
||
|
2,238.5
|
|
|
2,104.4
|
|
||
Less: Unamortized Deferred Debt Issuance Costs
|
13.3
|
|
|
15.9
|
|
||
Total
|
$
|
2,225.2
|
|
|
$
|
2,088.5
|
|
In millions
|
Total
Commitments
|
|
Total
Outstanding
|
|
Total Available
|
||||||
Senior Secured Domestic Revolving Credit Facility
(a)
|
$
|
1,250.0
|
|
|
$
|
262.0
|
|
|
$
|
967.3
|
|
Senior Secured International Revolving Credit Facility
|
185.1
|
|
|
60.0
|
|
|
125.1
|
|
|||
Other International Facilities
|
58.2
|
|
|
29.3
|
|
|
28.9
|
|
|||
Total
|
$
|
1,493.3
|
|
|
$
|
351.3
|
|
|
$
|
1,121.3
|
|
(a)
|
In accordance with its debt agreement, the Company’s availability under its revolving credit facilities has been reduced by the amount of standby letters of credit issued of
$20.7 million
as of
September 30, 2017
. These letters of credit are used primarily as security against its self-insurance obligations and workers’ compensation obligations. These letters of credit expire at various dates through 2018 unless extended.
|
|
Shares
|
|
Weighted Average
Grant Date Fair
Value Per Share
|
|||
RSUs — Employees
|
1,537,388
|
|
|
$
|
13.34
|
|
Stock Awards — Board of Directors
|
65,520
|
|
|
$
|
13.43
|
|
|
Pension Benefits
|
|
Postretirement Health Care Benefits
|
||||||||||||||||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||||
|
September 30,
|
|
September 30,
|
|
September 30,
|
September 30,
|
|||||||||||||||||||||||||
In millions
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Components of Net Periodic Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Service Cost
|
$
|
2.3
|
|
|
$
|
2.5
|
|
|
$
|
6.8
|
|
|
$
|
7.4
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
Interest Cost
|
10.7
|
|
|
10.7
|
|
|
31.9
|
|
|
33.1
|
|
|
0.3
|
|
|
0.3
|
|
|
1.0
|
|
|
1.0
|
|
||||||||
Administrative Expenses
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Expected Return on Plan Assets
|
(16.1
|
)
|
|
(15.5
|
)
|
|
(48.0
|
)
|
|
(45.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net Curtailment/Settlement Loss
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Prior Service Cost (Credit)
|
0.1
|
|
|
0.2
|
|
|
0.4
|
|
|
0.6
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||||
Actuarial Loss (Gain)
|
1.6
|
|
|
7.7
|
|
|
4.8
|
|
|
19.6
|
|
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(1.6
|
)
|
|
(1.6
|
)
|
||||||||
Net Periodic (Benefit) Cost
|
$
|
(1.4
|
)
|
|
$
|
6.3
|
|
|
$
|
(4.1
|
)
|
|
$
|
16.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
Start
|
End
|
(In Millions)
Notional Amount |
Weighted Average Interest Rate
|
2/1/2017
|
12/1/2017
|
$450.0
|
0.89%
|
12/01/2017
|
10/01/2018
|
$250.0
|
1.16%
|
In millions
|
|
||
Balance at December 31, 2016
|
$
|
7.5
|
|
Reclassification to Earnings
|
(2.0
|
)
|
|
Current Period Change in Fair Value
|
(5.4
|
)
|
|
Balance at September 30, 2017
|
$
|
0.1
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
In millions
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
NET SALES:
|
|
|
|
|
|
|
|
||||||||
Paperboard Mills
|
$
|
105.1
|
|
|
$
|
95.6
|
|
|
$
|
300.1
|
|
|
$
|
293.9
|
|
Americas Paperboard Packaging
|
833.2
|
|
|
821.5
|
|
|
2,438.7
|
|
|
2,416.9
|
|
||||
Europe Paperboard Packaging
|
152.6
|
|
|
142.1
|
|
|
431.0
|
|
|
435.3
|
|
||||
Corporate/Other/Eliminations
|
46.7
|
|
|
44.5
|
|
|
124.0
|
|
|
94.8
|
|
||||
Total
|
$
|
1,137.6
|
|
|
$
|
1,103.7
|
|
|
$
|
3,293.8
|
|
|
$
|
3,240.9
|
|
|
|
|
|
|
|
|
|
||||||||
INCOME (LOSS) FROM OPERATIONS:
|
|
|
|
|
|
|
|
||||||||
Paperboard Mills
|
$
|
(13.4
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(36.0
|
)
|
|
$
|
(2.0
|
)
|
Americas Paperboard Packaging
|
101.3
|
|
|
100.7
|
|
|
281.2
|
|
|
314.1
|
|
||||
Europe Paperboard Packaging
|
10.2
|
|
|
6.9
|
|
|
26.2
|
|
|
25.3
|
|
||||
Corporate and Other
|
(2.7
|
)
|
|
—
|
|
|
(12.9
|
)
|
|
(19.5
|
)
|
||||
Total
|
$
|
95.4
|
|
|
$
|
105.1
|
|
|
$
|
258.5
|
|
|
$
|
317.9
|
|
|
|
|
|
|
|
|
|
||||||||
DEPRECIATION AND AMORTIZATION:
|
|
|
|
|
|
|
|
||||||||
Paperboard Mills
|
$
|
39.5
|
|
|
$
|
29.6
|
|
|
$
|
101.3
|
|
|
$
|
90.3
|
|
Americas Paperboard Packaging
|
31.6
|
|
|
34.5
|
|
|
91.3
|
|
|
94.2
|
|
||||
Europe Paperboard Packaging
|
10.4
|
|
|
10.4
|
|
|
30.3
|
|
|
31.0
|
|
||||
Corporate and Other
|
5.5
|
|
|
3.7
|
|
|
14.3
|
|
|
8.6
|
|
||||
Total
|
$
|
87.0
|
|
|
$
|
78.2
|
|
|
$
|
237.2
|
|
|
$
|
224.1
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
In millions, except per share data
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net Income
|
$
|
47.3
|
|
|
$
|
57.8
|
|
|
$
|
126.3
|
|
|
$
|
193.1
|
|
Weighted Average Shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
310.4
|
|
|
319.7
|
|
|
311.3
|
|
|
322.1
|
|
||||
Dilutive Effect of RSUs
|
0.5
|
|
|
0.7
|
|
|
0.6
|
|
|
0.8
|
|
||||
Diluted
|
310.9
|
|
|
320.4
|
|
|
311.9
|
|
|
322.9
|
|
||||
Income Per Share — Basic
|
$
|
0.15
|
|
|
$
|
0.18
|
|
|
$
|
0.41
|
|
|
$
|
0.60
|
|
Income Per Share — Diluted
|
$
|
0.15
|
|
|
$
|
0.18
|
|
|
$
|
0.40
|
|
|
$
|
0.60
|
|
In millions
|
Total Shareholders' Equity
|
||
Balance at December 31, 2016
|
$
|
1,056.5
|
|
Net Income
|
126.3
|
|
|
Other Comprehensive Income, Net of Tax
|
44.6
|
|
|
Dividends Declared
|
(69.8
|
)
|
|
Repurchase of Common Stock
|
(58.4
|
)
|
|
Pre-2017 Excess Tax Benefit related to Share-Based Payments
|
39.1
|
|
|
Compensation Expense Under Share-Based Plans
|
5.5
|
|
|
Repurchase of Common Stock related to Share-Based Payments
|
(10.1
|
)
|
|
Balance at September 30, 2017
|
$
|
1,133.7
|
|
In millions
|
Derivative Instruments
|
|
Pension Benefit Plans
|
|
Postretirement Benefit Plans
|
|
Currency Translation Adjustment
|
|
Total
|
||||||||||
Balance at December 31, 2016
|
$
|
(5.4
|
)
|
|
$
|
(250.2
|
)
|
|
$
|
14.7
|
|
|
$
|
(146.7
|
)
|
|
$
|
(387.6
|
)
|
Other Comprehensive (Loss) Income before Reclassifications
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
46.9
|
|
|
43.6
|
|
|||||
Amounts Reclassified from Accumulated Other Comprehensive (Loss) Income
(b)
|
(1.2
|
)
|
|
3.3
|
|
|
(1.1
|
)
|
|
—
|
|
|
1.0
|
|
|||||
Net Current-period Other Comprehensive (Loss) Income
|
(4.5
|
)
|
|
3.3
|
|
|
(1.1
|
)
|
|
46.9
|
|
|
44.6
|
|
|||||
Balance at September 30, 2017
|
$
|
(9.9
|
)
|
|
$
|
(246.9
|
)
|
|
$
|
13.6
|
|
|
$
|
(99.8
|
)
|
|
$
|
(343.0
|
)
|
(a)
|
All amounts are net of income taxes.
|
In millions
|
|
|
|
|
||
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Statement Where Net Income is Presented
|
||
Derivatives Instruments:
|
|
|
|
|
||
Commodity Contracts
|
|
$
|
(1.0
|
)
|
|
Cost of Sales
|
Foreign Currency Contracts
|
|
(0.7
|
)
|
|
Other Expense (Income), Net
|
|
Interest Rate Swap Agreements
|
|
(0.3
|
)
|
|
Interest Expense, Net
|
|
|
|
(2.0
|
)
|
|
Total before Tax
|
|
|
|
0.8
|
|
|
Tax Expense
|
|
|
|
$
|
(1.2
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
Amortization of Defined Benefit Pension Plans:
|
|
|
|
|
||
Prior Service Costs
|
|
$
|
0.4
|
|
(c)
|
|
Actuarial Losses
|
|
4.8
|
|
(c)
|
|
|
|
|
5.2
|
|
|
Total before Tax
|
|
|
|
(1.9
|
)
|
|
Tax Benefit
|
|
|
|
$
|
3.3
|
|
|
Net of Tax
|
|
|
|
|
|
||
Amortization of Postretirement Benefit Plans:
|
|
|
|
|
||
Prior Service Credits
|
|
$
|
(0.2
|
)
|
(c)
|
|
Actuarial Gains
|
|
(1.6
|
)
|
(c)
|
|
|
|
|
(1.8
|
)
|
|
Total before Tax
|
|
|
|
0.7
|
|
|
Tax Expense
|
|
|
|
$
|
(1.1
|
)
|
|
Net of Tax
|
|
|
|
|
|
||
Total Reclassifications for the Period
|
|
$
|
1.0
|
|
|
|
(c)
|
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see “
Note 6 — Pensions and Other Postretirement Benefits"
).
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||||||
In millions
|
Parent
|
|
Subsidiary Issuer
|
|
Combined Guarantor Subsidiaries
|
|
Combined Nonguarantor Subsidiaries
|
|
Consolidating Eliminations
|
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
911.0
|
|
|
$
|
0.6
|
|
|
$
|
308.7
|
|
|
$
|
(82.7
|
)
|
|
$
|
1,137.6
|
|
Cost of Sales
|
—
|
|
|
756.4
|
|
|
(0.3
|
)
|
|
272.6
|
|
|
(82.7
|
)
|
|
946.0
|
|
||||||
Selling, General and Administrative
|
—
|
|
|
68.8
|
|
|
—
|
|
|
21.8
|
|
|
—
|
|
|
90.6
|
|
||||||
Other
(Income) Expense
, Net
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
2.0
|
|
||||||
Business Combinations and Shutdown and Other Special Charges
|
—
|
|
|
2.5
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
3.6
|
|
||||||
Income (Loss) from Operations
|
—
|
|
|
83.9
|
|
|
0.9
|
|
|
10.6
|
|
|
—
|
|
|
95.4
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(21.5
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(22.6
|
)
|
||||||
Income before Income Taxes and Equity Income of Unconsolidated Entity
|
—
|
|
|
62.4
|
|
|
0.9
|
|
|
9.5
|
|
|
—
|
|
|
72.8
|
|
||||||
Income Tax (Expense) Benefit
|
—
|
|
|
(20.8
|
)
|
|
(1.5
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(25.9
|
)
|
||||||
Income (Loss) before Equity Income of Unconsolidated Entities
|
—
|
|
|
41.6
|
|
|
(0.6
|
)
|
|
5.9
|
|
|
—
|
|
|
46.9
|
|
||||||
Equity Income of Unconsolidated Entity
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
Equity in Net Earnings of Subsidiaries
|
47.3
|
|
|
5.7
|
|
|
(0.8
|
)
|
|
—
|
|
|
(52.2
|
)
|
|
—
|
|
||||||
Net
Income (Loss)
|
$
|
47.3
|
|
|
$
|
47.3
|
|
|
$
|
(1.4
|
)
|
|
$
|
6.3
|
|
|
$
|
(52.2
|
)
|
|
$
|
47.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive Income (Loss)
|
$
|
58.2
|
|
|
$
|
58.2
|
|
|
$
|
(1.5
|
)
|
|
$
|
24.6
|
|
|
$
|
(81.3
|
)
|
|
$
|
58.2
|
|
|
Three Months Ended September 30, 2016
|
||||||||||||||||||||||
In millions
|
Parent
|
|
Subsidiary Issuer
|
|
Combined Guarantor Subsidiaries
|
|
Combined Nonguarantor Subsidiaries
|
|
Consolidating Eliminations
|
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
872.6
|
|
|
$
|
27.1
|
|
|
$
|
281.2
|
|
|
$
|
(77.2
|
)
|
|
$
|
1,103.7
|
|
Cost of Sales
|
—
|
|
|
715.9
|
|
|
23.6
|
|
|
250.1
|
|
|
(77.2
|
)
|
|
912.4
|
|
||||||
Selling, General and Administrative
|
—
|
|
|
53.6
|
|
|
4.5
|
|
|
20.8
|
|
|
—
|
|
|
78.9
|
|
||||||
Other (Income) Expense, Net
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Business Combinations and Shutdown and Other Special Charges
|
—
|
|
|
7.1
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
7.4
|
|
||||||
Income (Loss) from Operations
|
—
|
|
|
97.5
|
|
|
(1.0
|
)
|
|
8.6
|
|
|
—
|
|
|
105.1
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(19.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(20.0
|
)
|
||||||
Income (Loss) before Income Taxes and Equity Income of Unconsolidated Entity
|
—
|
|
|
78.5
|
|
|
(1.0
|
)
|
|
7.6
|
|
|
—
|
|
|
85.1
|
|
||||||
Income Tax (Expense) Benefit
|
—
|
|
|
(24.6
|
)
|
|
0.7
|
|
|
(4.1
|
)
|
|
—
|
|
|
(28.0
|
)
|
||||||
Income (Loss) before Equity Income of Unconsolidated Entity
|
—
|
|
|
53.9
|
|
|
(0.3
|
)
|
|
3.5
|
|
|
—
|
|
|
57.1
|
|
||||||
Equity Income of Unconsolidated Entity
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||||
Equity in Net Earnings of Subsidiaries
|
57.8
|
|
|
3.9
|
|
|
0.9
|
|
|
—
|
|
|
(62.6
|
)
|
|
—
|
|
||||||
Net Income (Loss)
|
$
|
57.8
|
|
|
$
|
57.8
|
|
|
$
|
0.6
|
|
|
$
|
4.2
|
|
|
$
|
(62.6
|
)
|
|
$
|
57.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive Income (Loss)
|
$
|
58.3
|
|
|
$
|
58.3
|
|
|
$
|
(0.7
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(53.8
|
)
|
|
$
|
58.3
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||||||
In millions
|
Parent
|
|
Subsidiary Issuer
|
|
Combined Guarantor Subsidiaries
|
|
Combined Nonguarantor Subsidiaries
|
|
Consolidating Eliminations
|
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
2,646.1
|
|
|
$
|
50.1
|
|
|
$
|
843.3
|
|
|
$
|
(245.7
|
)
|
|
$
|
3,293.8
|
|
Cost of Sales
|
—
|
|
|
2,206.4
|
|
|
41.0
|
|
|
748.6
|
|
|
(245.7
|
)
|
|
2,750.3
|
|
||||||
Selling, General and Administrative
|
—
|
|
|
200.8
|
|
|
3.5
|
|
|
61.0
|
|
|
—
|
|
|
265.3
|
|
||||||
Other (Income) Expense, Net
|
—
|
|
|
(5.9
|
)
|
|
0.1
|
|
|
7.2
|
|
|
—
|
|
|
1.4
|
|
||||||
Business Combinations and Shutdown and Other Special Charges
|
—
|
|
|
10.6
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
18.3
|
|
||||||
Income from Operations
|
—
|
|
|
234.2
|
|
|
5.5
|
|
|
18.8
|
|
|
—
|
|
|
258.5
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(63.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
(66.4
|
)
|
||||||
Income before Income Taxes and Equity Income of Unconsolidated Entity
|
—
|
|
|
171.0
|
|
|
5.5
|
|
|
15.6
|
|
|
—
|
|
|
192.1
|
|
||||||
Income Tax Expense
|
—
|
|
|
(57.5
|
)
|
|
(3.2
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
(67.1
|
)
|
||||||
Income before Equity Income of Unconsolidated Entity
|
—
|
|
|
113.5
|
|
|
2.3
|
|
|
9.2
|
|
|
—
|
|
|
125.0
|
|
||||||
Equity Income of Unconsolidated Entity
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||||
Equity in Net Earnings of Subsidiaries
|
126.3
|
|
|
12.8
|
|
|
(5.3
|
)
|
|
—
|
|
|
(133.8
|
)
|
|
—
|
|
||||||
Net Income (Loss)
|
$
|
126.3
|
|
|
$
|
126.3
|
|
|
$
|
(3.0
|
)
|
|
$
|
10.5
|
|
|
$
|
(133.8
|
)
|
|
$
|
126.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive Income (Loss)
|
$
|
170.9
|
|
|
$
|
170.9
|
|
|
$
|
(23.5
|
)
|
|
$
|
69.8
|
|
|
$
|
(217.2
|
)
|
|
$
|
170.9
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||||||||||
In millions
|
Parent
|
|
Subsidiary Issuer
|
|
Combined Guarantor Subsidiaries
|
|
Combined Nonguarantor Subsidiaries
|
|
Consolidating Eliminations
|
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
2,612.8
|
|
|
$
|
72.4
|
|
|
$
|
783.9
|
|
|
$
|
(228.2
|
)
|
|
$
|
3,240.9
|
|
Cost of Sales
|
—
|
|
|
2,117.0
|
|
|
61.5
|
|
|
686.8
|
|
|
(228.2
|
)
|
|
2,637.1
|
|
||||||
Selling, General and Administrative
|
—
|
|
|
193.1
|
|
|
8.2
|
|
|
59.4
|
|
|
—
|
|
|
260.7
|
|
||||||
Other (Income) Expense, Net
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
2.0
|
|
||||||
Business Combinations and Shutdown and Other Special Charges
|
—
|
|
|
21.6
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
23.2
|
|
||||||
Income from Operations
|
—
|
|
|
285.2
|
|
|
2.7
|
|
|
30.0
|
|
|
—
|
|
|
317.9
|
|
||||||
Interest Expense, Net
|
—
|
|
|
(52.1
|
)
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(55.1
|
)
|
||||||
Income before Income Taxes and Equity Income of Unconsolidated Entity
|
—
|
|
|
233.1
|
|
|
2.7
|
|
|
27.0
|
|
|
—
|
|
|
262.8
|
|
||||||
Income Tax Expense
|
—
|
|
|
(60.7
|
)
|
|
(1.0
|
)
|
|
(9.6
|
)
|
|
—
|
|
|
(71.3
|
)
|
||||||
Income before Equity Income of Unconsolidated Entity
|
—
|
|
|
172.4
|
|
|
1.7
|
|
|
17.4
|
|
|
—
|
|
|
191.5
|
|
||||||
Equity Income of Unconsolidated Entity
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||||
Equity in Net Earnings of Subsidiaries
|
193.1
|
|
|
20.7
|
|
|
(2.6
|
)
|
|
—
|
|
|
(211.2
|
)
|
|
—
|
|
||||||
Net Income (Loss)
|
$
|
193.1
|
|
|
$
|
193.1
|
|
|
$
|
(0.9
|
)
|
|
$
|
19.0
|
|
|
$
|
(211.2
|
)
|
|
$
|
193.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive Income (Loss)
|
$
|
156.4
|
|
|
$
|
156.4
|
|
|
$
|
(4.1
|
)
|
|
$
|
(22.0
|
)
|
|
$
|
(130.3
|
)
|
|
$
|
156.4
|
|
|
September 30, 2017
|
||||||||||||||||||||||
In millions
|
Parent
|
|
Subsidiary
Issuer
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Nonguarantor
Subsidiaries
|
|
Consolidating
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
13.6
|
|
|
$
|
—
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
17.2
|
|
Receivables, Net
|
—
|
|
|
237.3
|
|
|
—
|
|
|
301.7
|
|
|
—
|
|
|
539.0
|
|
||||||
Inventories, Net
|
—
|
|
|
414.6
|
|
|
—
|
|
|
206.9
|
|
|
—
|
|
|
621.5
|
|
||||||
Intercompany
|
—
|
|
|
1,153.8
|
|
|
204.2
|
|
|
—
|
|
|
(1,358.0
|
)
|
|
—
|
|
||||||
Other Current Assets
|
—
|
|
|
33.3
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|
44.9
|
|
||||||
Total Current Assets
|
—
|
|
|
1,852.6
|
|
|
204.2
|
|
|
523.8
|
|
|
(1,358.0
|
)
|
|
1,222.6
|
|
||||||
Property, Plant and Equipment, Net
|
—
|
|
|
1,521.9
|
|
|
0.1
|
|
|
298.8
|
|
|
—
|
|
|
1,820.8
|
|
||||||
Investment in Consolidated Subsidiaries
|
1,533.8
|
|
|
—
|
|
|
15.6
|
|
|
—
|
|
|
(1,549.4
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
1,154.4
|
|
|
—
|
|
|
154.9
|
|
|
—
|
|
|
1,309.3
|
|
||||||
Other Assets
|
—
|
|
|
350.6
|
|
|
—
|
|
|
136.5
|
|
|
—
|
|
|
487.1
|
|
||||||
Total Assets
|
$
|
1,533.8
|
|
|
$
|
4,879.5
|
|
|
$
|
219.9
|
|
|
$
|
1,114.0
|
|
|
$
|
(2,907.4
|
)
|
|
$
|
4,839.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-Term Debt and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
45.3
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
49.6
|
|
Accounts Payable
|
—
|
|
|
370.2
|
|
|
—
|
|
|
116.5
|
|
|
—
|
|
|
486.7
|
|
||||||
Intercompany
|
400.1
|
|
|
—
|
|
|
—
|
|
|
983.5
|
|
|
(1,383.6
|
)
|
|
—
|
|
||||||
Other Accrued Liabilities
|
—
|
|
|
212.5
|
|
|
—
|
|
|
68.6
|
|
|
—
|
|
|
281.1
|
|
||||||
Total Current Liabilities
|
400.1
|
|
|
628.0
|
|
|
—
|
|
|
1,172.9
|
|
|
(1,383.6
|
)
|
|
817.4
|
|
||||||
Long-Term Debt
|
—
|
|
|
2,142.6
|
|
|
—
|
|
|
82.6
|
|
|
—
|
|
|
2,225.2
|
|
||||||
Deferred Income Tax Liabilities
|
—
|
|
|
395.9
|
|
|
—
|
|
|
25.6
|
|
|
—
|
|
|
421.5
|
|
||||||
Other Noncurrent Liabilities
|
—
|
|
|
179.2
|
|
|
—
|
|
|
62.8
|
|
|
—
|
|
|
242.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Equity
|
1,133.7
|
|
|
1,533.8
|
|
|
219.9
|
|
|
(229.9
|
)
|
|
(1,523.8
|
)
|
|
1,133.7
|
|
||||||
Total Liabilities and Equity
|
$
|
1,533.8
|
|
|
$
|
4,879.5
|
|
|
$
|
219.9
|
|
|
$
|
1,114.0
|
|
|
$
|
(2,907.4
|
)
|
|
$
|
4,839.8
|
|
|
December 31, 2016
|
||||||||||||||||||||||
In millions
|
Parent
|
|
Subsidiary
Issuer
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Nonguarantor
Subsidiaries
|
|
Consolidating
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
1.2
|
|
|
$
|
57.0
|
|
|
$
|
—
|
|
|
$
|
59.1
|
|
Receivables, Net
|
—
|
|
|
183.7
|
|
|
10.1
|
|
|
233.0
|
|
|
—
|
|
|
426.8
|
|
||||||
Inventories, Net
|
—
|
|
|
403.8
|
|
|
16.1
|
|
|
163.0
|
|
|
—
|
|
|
582.9
|
|
||||||
Intercompany
|
—
|
|
|
1,077.5
|
|
|
73.3
|
|
|
—
|
|
|
(1,150.8
|
)
|
|
—
|
|
||||||
Other Current Assets
|
—
|
|
|
36.4
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
46.1
|
|
||||||
Total Current Assets
|
—
|
|
|
1,702.3
|
|
|
100.7
|
|
|
462.7
|
|
|
(1,150.8
|
)
|
|
1,114.9
|
|
||||||
Property, Plant and Equipment, Net
|
—
|
|
|
1,435.8
|
|
|
64.1
|
|
|
252.0
|
|
|
—
|
|
|
1,751.9
|
|
||||||
Investment in Consolidated Subsidiaries
|
1,362.9
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
|
(1,375.2
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
1,098.9
|
|
|
55.5
|
|
|
105.9
|
|
|
—
|
|
|
1,260.3
|
|
||||||
Other Assets
|
—
|
|
|
314.8
|
|
|
65.6
|
|
|
95.9
|
|
|
—
|
|
|
476.3
|
|
||||||
Total Assets
|
$
|
1,362.9
|
|
|
$
|
4,551.8
|
|
|
$
|
298.2
|
|
|
$
|
916.5
|
|
|
$
|
(2,526.0
|
)
|
|
$
|
4,603.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-Term Debt and Current Portion of Long-Term Debt
|
$
|
—
|
|
|
$
|
26.0
|
|
|
$
|
—
|
|
|
$
|
37.4
|
|
|
$
|
—
|
|
|
$
|
63.4
|
|
Accounts Payable
|
—
|
|
|
354.3
|
|
|
8.5
|
|
|
103.7
|
|
|
—
|
|
|
466.5
|
|
||||||
Intercompany
|
306.4
|
|
|
—
|
|
|
—
|
|
|
913.0
|
|
|
(1,219.4
|
)
|
|
—
|
|
||||||
Other Accrued Liabilities
|
—
|
|
|
178.6
|
|
|
3.0
|
|
|
68.3
|
|
|
—
|
|
|
249.9
|
|
||||||
Total Current Liabilities
|
306.4
|
|
|
558.9
|
|
|
11.5
|
|
|
1,122.4
|
|
|
(1,219.4
|
)
|
|
779.8
|
|
||||||
Long-Term Debt
|
—
|
|
|
2,042.4
|
|
|
—
|
|
|
46.1
|
|
|
—
|
|
|
2,088.5
|
|
||||||
Deferred Income Tax Liabilities
|
—
|
|
|
342.1
|
|
|
43.3
|
|
|
22.6
|
|
|
—
|
|
|
408.0
|
|
||||||
Other Noncurrent Liabilities
|
—
|
|
|
245.5
|
|
|
—
|
|
|
25.1
|
|
|
—
|
|
|
270.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Equity
|
1,056.5
|
|
|
1,362.9
|
|
|
243.4
|
|
|
(299.7
|
)
|
|
(1,306.6
|
)
|
|
1,056.5
|
|
||||||
Total Liabilities and Equity
|
$
|
1,362.9
|
|
|
$
|
4,551.8
|
|
|
$
|
298.2
|
|
|
$
|
916.5
|
|
|
$
|
(2,526.0
|
)
|
|
$
|
4,603.4
|
|
Ø
|
Overview of Business
|
Ø
|
Overview of 2017 Results
|
Ø
|
Results of Operations
|
Ø
|
Financial Condition, Liquidity and Capital Resources
|
Ø
|
Critical Accounting Policies
|
Ø
|
New Accounting Standards
|
Ø
|
Business Outlook
|
•
|
Net Sales
for the
three months ended
September 30, 2017
,
increased
$33.9 million
or
3.1%
to
$1,137.6 million
from
$1,103.7 million
for the
three months ended
September 30, 2016
, due to the Carton Craft acquisition discussed below, increased volume and favorable currency exchange rates, partially offset by lower selling prices.
|
•
|
Income from Operations
for the
three months ended
September 30, 2017
decreased
$9.7 million
or
9.2%
to
$95.4 million
from
$105.1 million
for the
three months ended
September 30, 2016
due to higher inflation and the lower selling prices. These decreases were offset by cost savings through continuous improvement and other programs.
|
•
|
On July 28, 2017, the Company's board of directors declared a quarterly dividend of $
0.075
per share of common stock paid on October 5, 2017 to shareholders of record as of September 15, 2017.
|
•
|
On January 10, 2017, the Company's board of directors authorized an additional share repurchase program to allow the Company to purchase up to $
250 million
of the Company's issued and outstanding shares of common stock through open market purchases, privately negotiated transactions and Rule 10b5-1 plans (the "2017 share repurchase program"). The original $250 million share repurchase program was authorized on February 4, 2015 (the "2015 share repurchase program"). During the first nine months of 2017, the Company repurchased
4,462,263
shares at an aggregate average price of
$13.08
, including
1,440,697
shares repurchased under the 2015 share repurchase program thereby completing that plan. As of
September 30, 2017
, the Company has approximately
$210 million
remaining under the 2017 share repurchase program.
|
•
|
On September 6, 2017, the Company announced that it will close its coated recycled paperboard mill in Santa Clara, California by year end. This decision was made as a result of a thorough assessment of the facility's manufacturing capabilities and associated costs in the context of the Company's overall mill operating capability.
|
•
|
On July 10, 2017, the Company acquired substantially all the assets of Carton Craft Corporation and its affiliate Lithocraft, Inc (collectively "Carton Craft"). The acquisition includes two converting facilities located in New Albany, Indiana, focused on the production of paperboard based air filter frames and folding cartons.
|
•
|
During 2016, the Company acquired G-Box, S.A. de C.V., ("G-Box"), Walter G. Anderson, Inc., ("WG Anderson"), Metro Packaging & Imaging, Inc. ("Metro"), and Colorpak Limited ("Colorpak"). These transactions are referred to collectively as the "2016 Acquisitions."
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
In millions
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net Sales
|
$
|
1,137.6
|
|
|
$
|
1,103.7
|
|
|
$
|
3,293.8
|
|
|
$
|
3,240.9
|
|
Income from Operations
|
95.4
|
|
|
105.1
|
|
|
258.5
|
|
|
317.9
|
|
||||
Interest Expense, Net
|
(22.6
|
)
|
|
(20.0
|
)
|
|
(66.4
|
)
|
|
(55.1
|
)
|
||||
Income before Income Taxes and Equity Income of Unconsolidated Entity
|
72.8
|
|
|
85.1
|
|
|
192.1
|
|
|
262.8
|
|
||||
Income Tax Expense
|
(25.9
|
)
|
|
(28.0
|
)
|
|
(67.1
|
)
|
|
(71.3
|
)
|
||||
Income before Equity Income of Unconsolidated Entity
|
46.9
|
|
|
57.1
|
|
|
125.0
|
|
|
191.5
|
|
||||
Equity Income of Unconsolidated Entity
|
0.4
|
|
|
0.7
|
|
|
1.3
|
|
|
1.6
|
|
||||
Net Income
|
$
|
47.3
|
|
|
$
|
57.8
|
|
|
$
|
126.3
|
|
|
$
|
193.1
|
|
|
Three Months Ended September 30,
|
|||||||||||||
In millions
|
2017
|
|
2016
|
|
Increase
|
|
Percent
Change
|
|||||||
Consolidated
|
$
|
1,137.6
|
|
|
$
|
1,103.7
|
|
|
$
|
33.9
|
|
|
3.1
|
%
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
|
|
Variances
|
|
|
||||||||||||||||||
In millions
|
2016
|
|
Price
|
|
Volume/Mix
|
|
Exchange
|
|
Total
|
|
2017
|
||||||||||||
Consolidated
|
$
|
1,103.7
|
|
|
$
|
(3.6
|
)
|
|
$
|
29.7
|
|
|
$
|
7.8
|
|
|
$
|
33.9
|
|
|
$
|
1,137.6
|
|
|
Three Months Ended September 30,
|
||||||||||||
In millions
|
2017
|
|
2016
|
|
Decrease
|
|
Percent
Change
|
||||||
Consolidated
|
$
|
95.4
|
|
|
$
|
105.1
|
|
|
$
|
(9.7
|
)
|
|
(9.2)%
|
|
Three Months Ended September 30,
|
|||||||||||||||||||||||||||||||
|
|
|
Variances
|
|
|
|||||||||||||||||||||||||||
In millions
|
2016
|
|
Price
|
|
Volume/Mix
|
|
|
Inflation
|
|
Exchange
|
|
Other
(a)
|
|
Total
|
|
2017
|
||||||||||||||||
Consolidated
|
$
|
105.1
|
|
|
$
|
(3.6
|
)
|
|
$
|
3.6
|
|
|
|
$
|
(24.4
|
)
|
|
$
|
—
|
|
|
$
|
14.7
|
|
|
$
|
(9.7
|
)
|
|
$
|
95.4
|
|
|
Nine Months Ended September 30,
|
|||||||||||||
In millions
|
2017
|
|
2016
|
|
Increase
|
|
Percent
Change
|
|||||||
Consolidated
|
$
|
3,293.8
|
|
|
$
|
3,240.9
|
|
|
$
|
52.9
|
|
|
1.6
|
%
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
|
|
Variances
|
|
|
||||||||||||||||||
In millions
|
2016
|
|
Price
|
|
Volume/Mix
|
|
Exchange
|
|
Total
|
|
2017
|
||||||||||||
Consolidated
|
$
|
3,240.9
|
|
|
$
|
(27.6
|
)
|
|
$
|
98.9
|
|
|
$
|
(18.4
|
)
|
|
$
|
52.9
|
|
|
$
|
3,293.8
|
|
|
Nine Months Ended September 30,
|
||||||||||||
In millions
|
2017
|
|
2016
|
|
Decrease
|
|
Percent
Change
|
||||||
Consolidated
|
$
|
258.5
|
|
|
$
|
317.9
|
|
|
$
|
(59.4
|
)
|
|
(18.7)%
|
|
Nine Months Ended September 30,
|
|||||||||||||||||||||||||||||||
|
|
|
Variances
|
|
|
|||||||||||||||||||||||||||
In millions
|
2016
|
|
Price
|
|
Volume/Mix
|
|
|
Inflation
|
|
Exchange
|
|
Other
(a)
|
|
Total
|
|
2017
|
||||||||||||||||
Consolidated
|
$
|
317.9
|
|
|
$
|
(27.6
|
)
|
|
$
|
(3.7
|
)
|
|
|
$
|
(78.8
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
56.9
|
|
|
$
|
(59.4
|
)
|
|
$
|
258.5
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
In millions
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
NET SALES:
|
|
|
|
|
|
|
|
||||||||
Paperboard Mills
|
$
|
105.1
|
|
|
$
|
95.6
|
|
|
$
|
300.1
|
|
|
$
|
293.9
|
|
Americas Paperboard Packaging
|
833.2
|
|
|
821.5
|
|
|
2,438.7
|
|
|
2,416.9
|
|
||||
Europe Paperboard Packaging
|
152.6
|
|
|
142.1
|
|
|
431.0
|
|
|
435.3
|
|
||||
Corporate/Other/Eliminations
|
46.7
|
|
|
44.5
|
|
|
124.0
|
|
|
94.8
|
|
||||
Total
|
$
|
1,137.6
|
|
|
$
|
1,103.7
|
|
|
$
|
3,293.8
|
|
|
$
|
3,240.9
|
|
|
|
|
|
|
|
|
|
||||||||
INCOME (LOSS) FROM OPERATIONS:
|
|
|
|
|
|
|
|
||||||||
Paperboard Mills
|
$
|
(13.4
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(36.0
|
)
|
|
$
|
(2.0
|
)
|
Americas Paperboard Packaging
|
101.3
|
|
|
100.7
|
|
|
281.2
|
|
|
314.1
|
|
||||
Europe Paperboard Packaging
|
10.2
|
|
|
6.9
|
|
|
26.2
|
|
|
25.3
|
|
||||
Corporate and Other
|
(2.7
|
)
|
|
—
|
|
|
(12.9
|
)
|
|
(19.5
|
)
|
||||
Total
|
$
|
95.4
|
|
|
$
|
105.1
|
|
|
$
|
258.5
|
|
|
$
|
317.9
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Net Cash Provided by Operating Activities
|
$
|
306.5
|
|
|
$
|
394.3
|
|
Net Cash Used in Investing Activities
|
$
|
(319.1
|
)
|
|
$
|
(594.4
|
)
|
Net Cash (Used In) Provided by Financing Activities
|
$
|
(31.6
|
)
|
|
$
|
190.1
|
|
•
|
Depreciation and amortization between $300 million and $320 million.
|
•
|
Interest expense of $85 million to $90 million, including approximately $5 million to $6 million of non-cash interest expense associated with amortization of debt issuance costs.
|
•
|
Cash flow of approximately $360 million available for net debt reduction, dividends, and share repurchases, excluding mergers and acquisitions and capital market activity.
|
•
|
Pension plan contributions of approximately $35 million.
|
Period
|
|
Total Number
of Shares Purchased |
|
Average
Price Paid Per Share |
|
Total Number of Shares
Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number of Shares That May Yet Be Purchased Under the Publicly Announced Program (a)
|
|||||
|
|||||||||||||
July 1, 2017 through July 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
22,095,935
|
|
|
16,111,839
|
|
August 1, 2017 through August 31, 2017
|
|
178,264
|
|
|
$
|
12.88
|
|
|
22,274,199
|
|
|
16,108,692
|
|
September 1, 2017 through September 30, 2017
|
|
15,700
|
|
|
$
|
13.01
|
|
|
22,289,899
|
|
|
15,054,819
|
|
|
|||||||||||||
Total
|
|
193,964
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
Description
|
|
|
|
|
|
|
10.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
(Registrant)
|
|
|
|
|
/s/ STEPHEN R. SCHERGER
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
October 25, 2017
|
Stephen R. Scherger
|
||
|
|
|
/s/ DEBORAH R. FRANK
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
October 25, 2017
|
Deborah R. Frank
|
Article I DEFINITIONS
|
1
|
|
|
1.1
|
Account
|
1
|
|
1.2
|
Base Salary
|
1
|
|
1.3
|
Base Salary Deferral Contributions
|
1
|
|
1.4
|
Base Salary Election
|
1
|
|
1.5
|
Beneficiary
|
1
|
|
1.6
|
Board
|
1
|
|
1.7
|
Change in Control
|
1
|
|
(a)
|
Change in the Ownership of GPHC or GPI
|
1
|
|
(b)
|
Change in the Effective Control of GPHC or GPI
|
2
|
|
(c)
|
Change in the Ownership of a Substantial Portion of GPHC’s or GPI’s Assets
|
2
|
|
(d)
|
Compliance with Section 409A
|
2
|
|
1.8
|
Charter
|
2
|
|
1.9
|
Code
|
2
|
|
1.10
|
Compensation
|
2
|
|
1.11
|
Compensation and Benefits Committee
|
3
|
|
1.12
|
Controlled Group
|
3
|
|
1.13
|
DC SERP Contributions
|
3
|
|
1.14
|
Deferral Contributions
|
3
|
|
1.15
|
Deferral Election
|
3
|
|
1.16
|
Divestiture Termination
|
3
|
|
1.17
|
Effective Date
|
3
|
|
1.18
|
Eligible Employee
|
3
|
|
1.19
|
ERISA
|
3
|
|
1.20
|
Executive Contributions
|
3
|
|
1.21
|
Excess Compensation
|
3
|
|
1.22
|
FICA Tax
|
3
|
|
1.23
|
Financial Hardship
|
3
|
|
1.24
|
GPHC
|
4
|
|
1.25
|
GPI
|
4
|
|
1.26
|
Grandfathered Executive
|
4
|
|
1.27
|
Incentive Deferral Contributions
|
4
|
|
1.28
|
Incentive Election
|
4
|
|
1.29
|
Incentive Payments
|
4
|
|
1.30
|
Investment Election
|
4
|
|
1.31
|
Investment Funds
|
4
|
|
1.32
|
Matching Contributions
|
4
|
|
1.33
|
Participant
|
5
|
|
1.34
|
Pension Plan Ineligible Employee
|
5
|
|
1.35
|
Performance-Based Incentive
|
5
|
|
1.36
|
Plan
|
6
|
|
1.37
|
Plan Year
|
6
|
|
1.38
|
Recordkeeper
|
6
|
|
1.39
|
Retirement Committee
|
6
|
|
1.40
|
Separate from Service or Separation from Service
|
6
|
|
(a)
|
Leaves of Absence
|
6
|
|
(b)
|
Status Change
|
7
|
|
(c)
|
Termination of Employment
|
7
|
|
1.41
|
Supplemental Company Contributions
|
7
|
|
1.42
|
Surviving Spouse
|
7
|
|
1.43
|
Total Disability or Totally Disabled
|
7
|
|
1.44
|
Trust or Trust Agreement
|
8
|
|
1.45
|
Trustee
|
8
|
|
1.46
|
Trust Fund
|
8
|
|
1.47
|
Valuation Date
|
8
|
|
1.48
|
Years of Service
|
8
|
|
Article II ELIGIBILITY AND PARTICIPATION
|
9
|
|
|
2.1
|
Eligibility
|
9
|
|
2.2
|
Procedure for Admission
|
9
|
|
2.3
|
Eligibility for Matching Contributions
|
9
|
|
2.4
|
Eligibility for Supplemental Company Contributions
|
9
|
|
2.5
|
Eligibility for DC SERP Contributions
|
9
|
|
2.6
|
Cessation of Eligibility
|
9
|
|
(a)
|
Cessation of Eligible Status
|
9
|
|
(b)
|
Inactive Participant Status
|
9
|
|
Article III PARTICIPANTS’ ACCOUNTS; DEFERRALS AND CREDITING
|
11
|
|
|
3.1
|
Participants’ Accounts
|
11
|
|
(a)
|
Establishment of Accounts
|
11
|
|
(b)
|
Nature of Contributions and Accounts
|
11
|
|
(c)
|
General Creditors
|
11
|
|
3.2
|
Deferral Contributions
|
11
|
|
(a)
|
General Rule
|
11
|
|
(b)
|
Other Deferrals or Deductions
|
11
|
|
3.3
|
Procedure for Base Salary Elections
|
12
|
|
(a)
|
Effective Date
|
12
|
|
(b)
|
Amount
|
12
|
|
3.4
|
Procedure for Incentive Elections
|
12
|
|
(a)
|
Effective Date
|
12
|
|
(b)
|
Amount
|
13
|
|
3.5
|
Irrevocability of Deferral Elections
|
13
|
|
3.6
|
Crediting of Deferred Compensation
|
13
|
|
3.7
|
Matching Contributions
|
13
|
|
3.8
|
Supplemental Company Contributions
|
14
|
|
(e)
|
Special Form Designations
|
22
|
|
5.4
|
Changing Time and/or Form of Distribution
|
22
|
|
5.5
|
Death
|
22
|
|
(a)
|
Before Scheduled Payment Date
|
22
|
|
(b)
|
While Receiving Installment Payments
|
22
|
|
5.6
|
Cash-Out
|
23
|
|
5.7
|
Hardship Distributions
|
23
|
|
5.8
|
Taxes
|
23
|
|
5.9
|
Offset of Benefit by Amounts Owed to GPI
|
23
|
|
5.10
|
Permissible Acceleration or Delay of Payments
|
24
|
|
(a)
|
Acceleration of Payments
|
24
|
|
(b)
|
Delay of Payments
|
24
|
|
5.11
|
Change in Control
|
25
|
|
(a)
|
Discretionary Termination and Liquidation upon a Change in Control
|
25
|
|
(b)
|
Other Accelerations Upon a Change in Control
|
25
|
|
5.12
|
Pre-Effective Date Accounts
|
25
|
|
Article VI CLAIMS
|
26
|
|
|
6.1
|
Participant Rights
|
26
|
|
6.2
|
Initial Claim
|
26
|
|
6.3
|
Appeal
|
26
|
|
6.4
|
Satisfaction of Claims
|
27
|
|
Article VII SOURCE OF FUNDS; TRUST
|
28
|
|
|
7.1
|
Source of Funds
|
28
|
|
7.2
|
Trust
|
28
|
|
(a)
|
Establishment
|
28
|
|
(b)
|
Distributions
|
28
|
|
(c)
|
Status of the Trust
|
28
|
|
7.3
|
Funding Prohibition under Certain Circumstances
|
28
|
|
Article VIII RETIREMENT COMMITTEE
|
29
|
|
|
8.1
|
Retirement Committee
|
29
|
|
(a)
|
Adoption of Charter
|
29
|
|
(b)
|
Retirement Committee
|
29
|
|
8.2
|
Rights and Duties
|
29
|
|
8.3
|
Compensation, Indemnity and Liability
|
30
|
|
Article IX AMENDMENT AND TERMINATION
|
31
|
|
|
9.1
|
Amendments
|
31
|
|
9.2
|
Plan Freeze or Termination
|
31
|
|
(a)
|
Freezing Plan Benefits
|
31
|
|
(b)
|
Plan Termination
|
31
|
|
Article X MISCELLANEOUS
|
32
|
|
|
10.1
|
Beneficiary Designation
|
32
|
|
(a)
|
General
|
32
|
|
(b)
|
No Designation or Designee Dead or Missing
|
32
|
|
(c)
|
Forfeiture of Benefits by Certain Individuals
|
32
|
|
10.2
|
Distribution pursuant to a Domestic Relations Order
|
32
|
|
(a)
|
Distribution Due to Domestic Relations Order
|
32
|
|
(b)
|
Requirements of a Domestic Relations Order
|
33
|
|
(c)
|
Domestic Relations Order Review Authority
|
33
|
|
10.3
|
Headings
|
33
|
|
10.4
|
Gender and Number
|
33
|
|
10.5
|
Assignment of Benefits
|
33
|
|
10.6
|
Legally Incompetent
|
33
|
|
10.7
|
Governing Law
|
34
|
|
10.8
|
Tax Effects
|
34
|
|
EXHIBIT B SPECIAL PROVISIONS
|
A-1
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Graphic Packaging Holding Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Michael P. Doss
|
|
Michael P. Doss,
President and Chief Executive Officer
(Principal Executive Officer)
|
|
October 25, 2017
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Graphic Packaging Holding Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ STEPHEN R. SCHERGER
|
|
Stephen R. Scherger Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
October 25, 2017
|
|
/s/ Michael P. Doss
|
|
Name: Michael P. Doss,
Title: President and Chief Executive Officer
|
|
October 25, 2017
|
|
/s/ STEPHEN R. SCHERGER
|
|
Name: Stephen R. Scherger
Title: Senior Vice President and Chief Financial Officer
|
|
October 25, 2017
|