|
|
☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
|
|
65-0654331
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
2415 Cascade Pointe Boulevard
|
|
|
|
Charlotte
|
North Carolina
|
|
28208
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.10 per share
|
SEE
|
New York Stock Exchange
|
Large accelerated filer
|
|
☒
|
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Accelerated filer
|
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☐
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐
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Smaller reporting company
|
|
☐
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Emerging growth company
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☐
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Page
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PART I. FINANCIAL INFORMATION
|
|
PART II. OTHER INFORMATION
|
|
(In millions, except share and per share data)
|
|
June 30, 2019 (unaudited)
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
222.2
|
|
|
$
|
271.7
|
|
Trade receivables, net of allowance for doubtful accounts of $9.9 in 2019 and $9.1 in 2018
|
|
485.2
|
|
|
473.4
|
|
||
Income tax receivables
|
|
53.4
|
|
|
58.4
|
|
||
Other receivables
|
|
91.7
|
|
|
81.3
|
|
||
Inventories, net of inventory reserves of $22.2 in 2019 and $18.1 in 2018
|
|
596.1
|
|
|
544.9
|
|
||
Current assets held for sale
|
|
0.6
|
|
|
0.6
|
|
||
Prepaid expenses and other current assets
|
|
127.4
|
|
|
124.5
|
|
||
Total current assets
|
|
1,576.6
|
|
|
1,554.8
|
|
||
Property and equipment, net
|
|
1,050.1
|
|
|
1,036.2
|
|
||
Goodwill
|
|
1,957.2
|
|
|
1,947.6
|
|
||
Identifiable intangible assets, net
|
|
100.5
|
|
|
101.7
|
|
||
Deferred taxes
|
|
175.5
|
|
|
170.5
|
|
||
Other non-current assets
|
|
356.6
|
|
|
239.4
|
|
||
Total assets
|
|
$
|
5,216.5
|
|
|
$
|
5,050.2
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Short-term borrowings
|
|
$
|
265.3
|
|
|
$
|
232.8
|
|
Current portion of long-term debt
|
|
31.6
|
|
|
4.9
|
|
||
Accounts payable
|
|
753.0
|
|
|
765.0
|
|
||
Accrued restructuring costs
|
|
52.4
|
|
|
33.5
|
|
||
Income tax payable
|
|
24.6
|
|
|
23.5
|
|
||
Other current liabilities
|
|
460.5
|
|
|
428.9
|
|
||
Total current liabilities
|
|
1,587.4
|
|
|
1,488.6
|
|
||
Long-term debt, less current portion
|
|
3,291.7
|
|
|
3,236.5
|
|
||
Deferred taxes
|
|
20.6
|
|
|
20.4
|
|
||
Other non-current liabilities
|
|
658.0
|
|
|
653.3
|
|
||
Total liabilities
|
|
5,557.7
|
|
|
5,398.8
|
|
||
Commitments and contingencies - Note 18
|
|
|
|
|
|
|
||
Stockholders’ deficit:
|
|
|
|
|
|
|
||
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2019 and 2018
|
|
—
|
|
|
—
|
|
||
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 231,655,982 in 2019 and 231,619,037 in 2018; shares outstanding: 154,546,260 in 2019 and 155,654,370 in 2018
|
|
23.2
|
|
|
23.2
|
|
||
Additional paid-in capital
|
|
2,053.0
|
|
|
2,049.6
|
|
||
Retained earnings
|
|
1,876.4
|
|
|
1,835.5
|
|
||
Common stock in treasury, 77,109,722 shares in 2019 and 75,964,667 shares in 2018
|
|
(3,382.4
|
)
|
|
(3,336.5
|
)
|
||
Accumulated other comprehensive loss, net of taxes
|
|
(911.4
|
)
|
|
(920.4
|
)
|
||
Total stockholders’ deficit
|
|
(341.2
|
)
|
|
(348.6
|
)
|
||
Total liabilities and stockholders’ deficit
|
|
$
|
5,216.5
|
|
|
$
|
5,050.2
|
|
|
|
Three Months Ended June 30, (unaudited)
|
|
Six Months Ended June 30, (unaudited)
|
||||||||||||
(In millions, except per share data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales
|
|
$
|
1,161.0
|
|
|
$
|
1,155.2
|
|
|
$
|
2,273.7
|
|
|
$
|
2,286.2
|
|
Cost of sales
|
|
782.7
|
|
|
791.7
|
|
|
1,530.2
|
|
|
1,548.7
|
|
||||
Gross profit
|
|
378.3
|
|
|
363.5
|
|
|
743.5
|
|
|
737.5
|
|
||||
Selling, general and administrative expenses
|
|
266.2
|
|
|
192.8
|
|
|
478.3
|
|
|
386.8
|
|
||||
Amortization expense of intangible assets acquired
|
|
4.4
|
|
|
3.4
|
|
|
9.0
|
|
|
7.3
|
|
||||
Restructuring charges
|
|
29.3
|
|
|
7.1
|
|
|
36.7
|
|
|
15.7
|
|
||||
Operating profit
|
|
78.4
|
|
|
160.2
|
|
|
219.5
|
|
|
327.7
|
|
||||
Interest expense, net
|
|
(43.2
|
)
|
|
(44.5
|
)
|
|
(88.1
|
)
|
|
(86.5
|
)
|
||||
Foreign currency exchange loss due to highly inflationary economies
|
|
(1.3
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
||||
Other income (expense), net
|
|
3.9
|
|
|
1.1
|
|
|
3.2
|
|
|
(10.9
|
)
|
||||
Earnings before income tax provision
|
|
37.8
|
|
|
116.8
|
|
|
132.5
|
|
|
230.3
|
|
||||
Income tax provision
|
|
12.3
|
|
|
33.5
|
|
|
42.7
|
|
|
355.0
|
|
||||
Net earnings (loss) from continuing operations
|
|
25.5
|
|
|
83.3
|
|
|
89.8
|
|
|
(124.7
|
)
|
||||
Gain on sale of discontinued operations, net of tax
|
|
7.7
|
|
|
31.1
|
|
|
0.9
|
|
|
38.5
|
|
||||
Net earnings (loss)
|
|
$
|
33.2
|
|
|
$
|
114.4
|
|
|
$
|
90.7
|
|
|
$
|
(86.2
|
)
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.16
|
|
|
$
|
0.52
|
|
|
$
|
0.58
|
|
|
$
|
(0.77
|
)
|
Discontinued operations
|
|
0.06
|
|
|
0.19
|
|
|
0.01
|
|
|
0.24
|
|
||||
Net earnings (loss) per common share - basic
|
|
$
|
0.22
|
|
|
$
|
0.71
|
|
|
$
|
0.59
|
|
|
$
|
(0.53
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.16
|
|
|
$
|
0.52
|
|
|
$
|
0.58
|
|
|
$
|
(0.77
|
)
|
Discontinued operations
|
|
0.05
|
|
|
0.19
|
|
|
—
|
|
|
0.24
|
|
||||
Net earnings (loss) per common share - diluted
|
|
$
|
0.21
|
|
|
$
|
0.71
|
|
|
$
|
0.58
|
|
|
$
|
(0.53
|
)
|
Dividends per common share
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.32
|
|
|
$
|
0.32
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
154.5
|
|
|
159.7
|
|
|
154.6
|
|
|
162.5
|
|
||||
Diluted
|
|
155.3
|
|
|
160.6
|
|
|
155.3
|
|
|
162.5
|
|
|
|
Three Months Ended June 30, (unaudited)
|
|
Six Months Ended June 30, (unaudited)
|
||||||||||||||||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||||||||||||||||||||||
(In millions)
|
|
Gross
|
|
Taxes
|
|
Net
|
|
Gross
|
|
Taxes
|
|
Net
|
|
Gross
|
|
Taxes
|
|
Net
|
|
Gross
|
|
Taxes
|
|
Net
|
||||||||||||||||||||||||
Net earnings (loss)
|
|
|
|
|
|
$
|
33.2
|
|
|
|
|
|
|
$
|
114.4
|
|
|
|
|
|
|
$
|
90.7
|
|
|
|
|
|
|
$
|
(86.2
|
)
|
||||||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Recognition of pension items
|
|
$
|
1.1
|
|
|
$
|
(0.2
|
)
|
|
0.9
|
|
|
$
|
0.7
|
|
|
$
|
(0.2
|
)
|
|
0.5
|
|
|
$
|
2.2
|
|
|
$
|
(0.5
|
)
|
|
1.7
|
|
|
$
|
1.5
|
|
|
$
|
(0.4
|
)
|
|
1.1
|
|
||||
Unrealized (losses) gains on derivative instruments for net investment hedge
|
|
(6.0
|
)
|
|
1.5
|
|
|
(4.5
|
)
|
|
29.2
|
|
|
(7.3
|
)
|
|
21.9
|
|
|
3.0
|
|
|
(0.7
|
)
|
|
2.3
|
|
|
14.9
|
|
|
(3.7
|
)
|
|
11.2
|
|
||||||||||||
Unrealized (losses) gains on derivative instruments for cash flow hedge
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
2.3
|
|
|
(0.6
|
)
|
|
1.7
|
|
|
(1.8
|
)
|
|
0.5
|
|
|
(1.3
|
)
|
|
3.6
|
|
|
(1.1
|
)
|
|
2.5
|
|
||||||||||||
Foreign currency translation adjustments
|
|
(9.8
|
)
|
|
0.6
|
|
|
(9.2
|
)
|
|
(55.5
|
)
|
|
(1.6
|
)
|
|
(57.1
|
)
|
|
6.4
|
|
|
(0.1
|
)
|
|
6.3
|
|
|
(28.1
|
)
|
|
(0.6
|
)
|
|
(28.7
|
)
|
||||||||||||
Other comprehensive (loss) income
|
|
$
|
(14.8
|
)
|
|
$
|
2.0
|
|
|
(12.8
|
)
|
|
$
|
(23.3
|
)
|
|
$
|
(9.7
|
)
|
|
(33.0
|
)
|
|
$
|
9.8
|
|
|
$
|
(0.8
|
)
|
|
9.0
|
|
|
$
|
(8.1
|
)
|
|
$
|
(5.8
|
)
|
|
(13.9
|
)
|
||||
Comprehensive income (loss), net of taxes
|
|
|
|
|
|
$
|
20.4
|
|
|
|
|
|
|
$
|
81.4
|
|
|
|
|
|
|
$
|
99.7
|
|
|
|
|
|
|
$
|
(100.1
|
)
|
(In millions)
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Retained Earnings
|
|
Common Stock
in Treasury
|
|
Accumulated Other
Comprehensive Loss, Net of Taxes |
|
Total
Stockholders’
Deficit
|
||||||||||||
Balance at March 31, 2019 (unaudited)
|
|
$
|
23.2
|
|
|
$
|
2,047.8
|
|
|
$
|
1,868.0
|
|
|
$
|
(3,332.8
|
)
|
|
$
|
(898.6
|
)
|
|
$
|
(292.4
|
)
|
Effect of share-based incentive compensation
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
||||||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.6
|
)
|
|
—
|
|
|
(49.6
|
)
|
||||||
Recognition of pension items, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|
(9.2
|
)
|
||||||
Unrealized loss on derivative instruments, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
(4.5
|
)
|
||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
33.2
|
|
|
—
|
|
|
—
|
|
|
33.2
|
|
||||||
Dividends on common stock ($0.16 per share)
|
|
—
|
|
|
—
|
|
|
(24.8
|
)
|
|
—
|
|
|
—
|
|
|
(24.8
|
)
|
||||||
Balance at June 30, 2019 (unaudited)
|
|
$
|
23.2
|
|
|
$
|
2,053.0
|
|
|
$
|
1,876.4
|
|
|
$
|
(3,382.4
|
)
|
|
$
|
(911.4
|
)
|
|
$
|
(341.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2018
|
|
$
|
23.2
|
|
|
$
|
2,049.6
|
|
|
$
|
1,835.5
|
|
|
$
|
(3,336.5
|
)
|
|
$
|
(920.4
|
)
|
|
$
|
(348.6
|
)
|
Effect of share-based incentive compensation
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||||
Stock issued for profit sharing contribution paid in stock
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
21.4
|
|
|
—
|
|
|
21.9
|
|
||||||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67.3
|
)
|
|
—
|
|
|
(67.3
|
)
|
||||||
Recognition of pension items, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
1.7
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
|
6.3
|
|
||||||
Unrealized gain on derivative instruments, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
90.7
|
|
|
—
|
|
|
—
|
|
|
90.7
|
|
||||||
Dividends on common stock ($0.32 per share)
|
|
—
|
|
|
—
|
|
|
(49.8
|
)
|
|
—
|
|
|
—
|
|
|
(49.8
|
)
|
||||||
Balance at June 30, 2019 (unaudited)
|
|
$
|
23.2
|
|
|
$
|
2,053.0
|
|
|
$
|
1,876.4
|
|
|
$
|
(3,382.4
|
)
|
|
$
|
(911.4
|
)
|
|
$
|
(341.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at March 31, 2018 (unaudited)
|
|
$
|
23.2
|
|
|
$
|
2,025.8
|
|
|
$
|
1,502.9
|
|
|
$
|
(3,090.9
|
)
|
|
$
|
(825.8
|
)
|
|
$
|
(364.8
|
)
|
Effect of share-based incentive compensation
|
|
—
|
|
|
8.5
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
8.4
|
|
||||||
Stock issued for profit sharing contribution paid in stock
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.8
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77.1
|
)
|
|
—
|
|
|
(77.1
|
)
|
||||||
Recognition of pension items, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57.1
|
)
|
|
(57.1
|
)
|
||||||
Unrealized gain on derivative instruments, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.6
|
|
|
23.6
|
|
||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
114.4
|
|
|
—
|
|
|
—
|
|
|
114.4
|
|
||||||
Dividends on common stock ($0.16 per share)
|
|
—
|
|
|
—
|
|
|
(25.8
|
)
|
|
—
|
|
|
—
|
|
|
(25.8
|
)
|
||||||
Impact of recently adopted accounting standards
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||||
Balance at June 30, 2018 (unaudited)
|
|
$
|
23.2
|
|
|
$
|
2,035.0
|
|
|
$
|
1,593.2
|
|
|
$
|
(3,165.0
|
)
|
|
$
|
(858.8
|
)
|
|
$
|
(372.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2017
|
|
$
|
23.0
|
|
|
$
|
1,939.6
|
|
|
$
|
1,735.2
|
|
|
$
|
(2,700.6
|
)
|
|
$
|
(844.9
|
)
|
|
$
|
152.3
|
|
Effect of share-based incentive compensation
|
|
0.2
|
|
|
14.7
|
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
8.5
|
|
||||||
Stock issued for profit sharing contribution paid in stock
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
23.8
|
|
|
—
|
|
|
24.5
|
|
||||||
Repurchases of common stock
|
|
—
|
|
|
80.0
|
|
|
—
|
|
|
(481.8
|
)
|
|
—
|
|
|
(401.8
|
)
|
||||||
Recognition of pension items, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.1
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.7
|
)
|
|
(28.7
|
)
|
||||||
Unrealized gain on derivative instruments, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
|
13.7
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
(86.2
|
)
|
|
—
|
|
|
—
|
|
|
(86.2
|
)
|
||||||
Dividends on common stock ($0.32 per share)
|
|
—
|
|
|
—
|
|
|
(52.4
|
)
|
|
—
|
|
|
—
|
|
|
(52.4
|
)
|
||||||
Impact of recently adopted accounting standards
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
||||||
Balance at June 30, 2018 (unaudited)
|
|
$
|
23.2
|
|
|
$
|
2,035.0
|
|
|
$
|
1,593.2
|
|
|
$
|
(3,165.0
|
)
|
|
$
|
(858.8
|
)
|
|
$
|
(372.4
|
)
|
|
|
Six Months Ended June 30, (unaudited)
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Net earnings (loss)
|
|
$
|
90.7
|
|
|
$
|
(86.2
|
)
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
66.0
|
|
|
65.7
|
|
||
Share-based incentive compensation
|
|
13.2
|
|
|
14.6
|
|
||
Profit sharing expense
|
|
10.6
|
|
|
10.0
|
|
||
Provisions for bad debt
|
|
1.7
|
|
|
1.0
|
|
||
Provisions for inventory obsolescence
|
|
4.1
|
|
|
—
|
|
||
Deferred taxes, net
|
|
(5.7
|
)
|
|
50.9
|
|
||
Net gain on sale of business
|
|
(0.9
|
)
|
|
(39.3
|
)
|
||
Other non-cash items
|
|
0.7
|
|
|
19.0
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Trade receivables, net
|
|
(4.2
|
)
|
|
(24.2
|
)
|
||
Inventories, net
|
|
(48.2
|
)
|
|
(92.6
|
)
|
||
Accounts payable
|
|
(10.4
|
)
|
|
58.7
|
|
||
Income tax receivable/payable
|
|
6.3
|
|
|
72.8
|
|
||
Other assets and liabilities
|
|
45.4
|
|
|
(13.8
|
)
|
||
Net cash provided by operating activities
|
|
$
|
169.3
|
|
|
$
|
36.6
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(94.5
|
)
|
|
(73.7
|
)
|
||
(Payments of) Proceeds from, net sale of business and property and equipment
|
|
(2.7
|
)
|
|
8.3
|
|
||
Businesses acquired, net of cash acquired
|
|
(23.1
|
)
|
|
—
|
|
||
Investment in cost method investments
|
|
—
|
|
|
(7.5
|
)
|
||
Settlement of foreign currency forward contracts
|
|
(4.1
|
)
|
|
(5.3
|
)
|
||
Other investing activities
|
|
—
|
|
|
(2.6
|
)
|
||
Net cash used in investing activities
|
|
$
|
(124.4
|
)
|
|
$
|
(80.8
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Net proceeds from borrowings
|
|
29.4
|
|
|
105.7
|
|
||
Payments of debt modification/extinguishment costs
|
|
—
|
|
|
(0.4
|
)
|
||
Dividends paid on common stock
|
|
(49.7
|
)
|
|
(54.0
|
)
|
||
Impact of tax withholding on share-based compensation
|
|
(10.6
|
)
|
|
(6.1
|
)
|
||
Repurchases of common stock
|
|
(67.3
|
)
|
|
(407.9
|
)
|
||
Net cash used in financing activities
|
|
$
|
(98.2
|
)
|
|
$
|
(362.7
|
)
|
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
|
$
|
3.8
|
|
|
$
|
(7.0
|
)
|
Cash Reconciliation:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
271.7
|
|
|
594.0
|
|
||
Restricted cash and cash equivalents
|
|
—
|
|
|
—
|
|
||
Balance, beginning of period
|
|
$
|
271.7
|
|
|
$
|
594.0
|
|
Net change during the period
|
|
(49.5
|
)
|
|
(413.9
|
)
|
||
Cash and cash equivalents
|
|
222.2
|
|
|
180.1
|
|
||
Restricted cash and cash equivalents
|
|
—
|
|
|
—
|
|
||
Balance, end of period
|
|
$
|
222.2
|
|
|
$
|
180.1
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
||
Interest payments, net of amounts capitalized
|
|
$
|
95.6
|
|
|
$
|
95.6
|
|
Income tax payments, net of cash refunds
|
|
$
|
29.4
|
|
|
$
|
97.1
|
|
Payments related to the sale of Diversey
|
|
$
|
—
|
|
|
$
|
32.5
|
|
Restructuring payments including associated costs
|
|
$
|
49.2
|
|
|
$
|
3.7
|
|
|
|
|
|
|
||||
Non-cash items:
|
|
|
|
|
||||
Transfers of shares of common stock from treasury for 2018 and 2017 profit-sharing contributions
|
|
$
|
21.9
|
|
|
$
|
23.8
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||
(In millions)
|
|
Food Care
|
|
Product Care
|
|
Total
|
||||||
North America
|
|
$
|
401.1
|
|
|
$
|
282.9
|
|
|
$
|
684.0
|
|
EMEA
|
|
155.6
|
|
|
89.2
|
|
|
244.8
|
|
|||
South America
|
|
52.3
|
|
|
3.8
|
|
|
56.1
|
|
|||
APAC
|
|
96.5
|
|
|
72.5
|
|
|
169.0
|
|
|||
Topic 606 Revenue
|
|
705.5
|
|
|
448.4
|
|
|
1,153.9
|
|
|||
Non-Topic 606 Revenue (Leasing: Sales-type and Operating)
|
|
5.5
|
|
|
1.6
|
|
|
7.1
|
|
|||
Total
|
|
$
|
711.0
|
|
|
$
|
450.0
|
|
|
$
|
1,161.0
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||
(In millions)
|
|
Food Care
|
|
Product Care
|
|
Total
|
||||||
North America
|
|
$
|
783.9
|
|
|
$
|
548.7
|
|
|
$
|
1,332.6
|
|
EMEA
|
|
296.7
|
|
|
183.0
|
|
|
479.7
|
|
|||
South America
|
|
102.9
|
|
|
7.9
|
|
|
110.8
|
|
|||
APAC
|
|
198.7
|
|
|
139.8
|
|
|
338.5
|
|
|||
Topic 606 Revenue
|
|
1,382.2
|
|
|
879.4
|
|
|
2,261.6
|
|
|||
Non-Topic 606 Revenue (Leasing: Sales-type and Operating)
|
|
8.8
|
|
|
3.3
|
|
|
12.1
|
|
|||
Total
|
|
$
|
1,391.0
|
|
|
$
|
882.7
|
|
|
$
|
2,273.7
|
|
|
|
Three Months Ended June 30, 2018
|
||||||||||
(In millions)(1)
|
|
Food Care
|
|
Product Care
|
|
Total
|
||||||
North America
|
|
$
|
390.6
|
|
|
$
|
265.2
|
|
|
$
|
655.8
|
|
EMEA
|
|
164.4
|
|
|
96.8
|
|
|
261.2
|
|
|||
South America
|
|
50.7
|
|
|
4.5
|
|
|
55.2
|
|
|||
APAC
|
|
102.2
|
|
|
73.4
|
|
|
175.6
|
|
|||
Topic 606 Revenue
|
|
707.9
|
|
|
439.9
|
|
|
1,147.8
|
|
|||
Non-Topic 606 Revenue (Leasing: Sales-type and Operating)
|
|
5.1
|
|
|
2.3
|
|
|
7.4
|
|
|||
Total
|
|
$
|
713.0
|
|
|
$
|
442.2
|
|
|
$
|
1,155.2
|
|
|
|
Six Months Ended June 30, 2018
|
||||||||||
(In millions)(1)
|
|
Food Care
|
|
Product Care
|
|
Total
|
||||||
North America
|
|
$
|
768.6
|
|
|
$
|
522.0
|
|
|
$
|
1,290.6
|
|
EMEA
|
|
320.0
|
|
|
198.0
|
|
|
518.0
|
|
|||
South America
|
|
104.8
|
|
|
9.3
|
|
|
114.1
|
|
|||
APAC
|
|
205.9
|
|
|
143.3
|
|
|
349.2
|
|
|||
Topic 606 Revenue
|
|
1,399.3
|
|
|
872.6
|
|
|
2,271.9
|
|
|||
Non-Topic 606 Revenue (Leasing: Sales-type and Operating)
|
|
10.0
|
|
|
4.3
|
|
|
14.3
|
|
|||
Total
|
|
$
|
1,409.3
|
|
|
$
|
876.9
|
|
|
$
|
2,286.2
|
|
|
(1)
|
Amounts by geography has been reclassified from prior year disclosure to reflect adjustments to our regional operating model. As of January 1, 2019, our geographic regions are: North America, EMEA, South America and APAC. Our North American operations include Canada, the United States, Mexico and Central America. Mexico and Central America were previously included in Latin America.
|
(In millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Contract assets
|
|
$
|
—
|
|
|
$
|
—
|
|
Contract liabilities
|
|
11.7
|
|
|
10.4
|
|
(In millions)
|
|
Short-Term
(12 months or less) |
|
Long-Term
|
|
Total
|
||||||
Total transaction price
|
|
$
|
5.3
|
|
|
$
|
6.4
|
|
|
$
|
11.7
|
|
(in millions)
|
|
Short-Term
(12 months or less)
|
|
Long-Term
|
|
Total
|
||||||
Total lease receivable (Sales-type and Operating)
|
|
$
|
3.7
|
|
|
$
|
9.1
|
|
|
$
|
12.8
|
|
(in millions)
|
|
June 30, 2019
|
||
Other non-current assets:
|
|
|
||
Finance leases - ROU assets
|
|
$
|
44.5
|
|
Finance leases - Accumulated depreciation
|
|
(11.5
|
)
|
|
Operating leases - ROU assets
|
|
90.8
|
|
|
Operating leases - Accumulated depreciation
|
|
(13.9
|
)
|
|
Total lease assets
|
|
$
|
109.9
|
|
Current portion of long-term debt:
|
|
|
||
Finance leases
|
|
$
|
(7.9
|
)
|
Operating leases
|
|
(23.7
|
)
|
|
Long-term debt, less current portion:
|
|
|
||
Finance leases
|
|
(27.3
|
)
|
|
Operating leases
|
|
(55.4
|
)
|
|
Total lease liabilities
|
|
$
|
(114.3
|
)
|
(in millions)
|
|
Operating leases
|
|
Finance leases
|
||||
Remainder of 2019
|
|
$
|
16.1
|
|
|
$
|
5.0
|
|
2020
|
|
26.0
|
|
|
9.0
|
|
||
2021
|
|
18.8
|
|
|
7.4
|
|
||
2022
|
|
11.5
|
|
|
4.4
|
|
||
2023
|
|
7.3
|
|
|
2.7
|
|
||
Thereafter
|
|
17.0
|
|
|
15.1
|
|
||
Total lease payments
|
|
96.7
|
|
|
43.6
|
|
||
Less: Interest
|
|
(17.6
|
)
|
|
(8.4
|
)
|
||
Present value of lease liabilities
|
|
$
|
79.1
|
|
|
$
|
35.2
|
|
(in millions)
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Lease cost
|
|
|
|
|
||||
Finance leases
|
|
|
|
|
||||
Amortization of ROU assets
|
|
$
|
2.0
|
|
|
$
|
4.1
|
|
Interest on lease liabilities
|
|
0.5
|
|
|
1.0
|
|
||
Operating leases
|
|
7.9
|
|
|
16.3
|
|
||
Short-term lease cost
|
|
1.0
|
|
|
1.9
|
|
||
Variable lease cost
|
|
2.1
|
|
|
3.1
|
|
||
Total lease cost
|
|
$
|
13.5
|
|
|
$
|
26.4
|
|
(in millions)
|
|
Six Months Ended June 30, 2019
|
||
Other information:
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from finance leases
|
|
$
|
2.0
|
|
Operating cash flows from operating leases
|
|
$
|
17.3
|
|
Financing cash flows from finance leases
|
|
$
|
3.7
|
|
|
|
|
||
ROU assets obtained in exchange for new finance lease liabilities
|
|
$
|
9.0
|
|
ROU assets obtained in exchange for new operating lease liabilities
|
|
$
|
4.9
|
|
Weighted average information:
|
|
|
|
Finance leases
|
|
|
|
Remaining lease term (in years)
|
|
7.3
|
|
Discount rate
|
|
5.4
|
%
|
Operating leases
|
|
|
|
Remaining lease term (in years)
|
|
5.0
|
|
Discount rate
|
|
5.5
|
%
|
|
|
Preliminary Allocation
|
|
Measurement Period
|
|
Revised Preliminary Allocation
|
||||||
(In millions)
|
|
As of August 1, 2018
|
|
Adjustments
|
|
As of June 30, 2019
|
||||||
Total consideration transferred
|
|
$
|
70.8
|
|
|
$
|
3.3
|
|
|
$
|
74.1
|
|
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
2.9
|
|
|
0.4
|
|
|
3.3
|
|
|||
Trade receivables, net
|
|
30.8
|
|
|
—
|
|
|
30.8
|
|
|||
Inventories, net
|
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|||
Prepaid expenses and other current assets
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||
Property and equipment, net
|
|
3.5
|
|
|
(0.4
|
)
|
|
3.1
|
|
|||
Identifiable intangible assets, net
|
|
18.6
|
|
|
0.7
|
|
|
19.3
|
|
|||
Goodwill
|
|
21.6
|
|
|
1.1
|
|
|
22.7
|
|
|||
Other non-current assets
|
|
0.7
|
|
|
(0.4
|
)
|
|
0.3
|
|
|||
Total assets
|
|
$
|
85.9
|
|
|
$
|
1.4
|
|
|
$
|
87.3
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Accounts payable
|
|
13.8
|
|
|
(2.2
|
)
|
|
11.6
|
|
|||
Other current liabilities
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||
Long-term debt, less current portion
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||
Total liabilities
|
|
$
|
15.1
|
|
|
$
|
(1.9
|
)
|
|
$
|
13.2
|
|
|
|
Amount
|
|
Useful life
|
||
|
|
(in millions)
|
|
(in years)
|
||
Customer relationships
|
|
$
|
14.9
|
|
|
11
|
Trademarks and tradenames
|
|
4.4
|
|
|
5
|
|
Total intangible assets with definite lives
|
|
$
|
19.3
|
|
|
|
•
|
Food Care; and
|
•
|
Product Care.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food Care
|
|
$
|
711.0
|
|
|
$
|
713.0
|
|
|
$
|
1,391.0
|
|
|
$
|
1,409.3
|
|
As a % of Total Company net sales
|
|
61.2
|
%
|
|
61.7
|
%
|
|
61.2
|
%
|
|
61.6
|
%
|
||||
Product Care
|
|
450.0
|
|
|
442.2
|
|
|
882.7
|
|
|
876.9
|
|
||||
As a % of Total Company net sales
|
|
38.8
|
%
|
|
38.3
|
%
|
|
38.8
|
%
|
|
38.4
|
%
|
||||
Total Company Net Sales
|
|
$
|
1,161.0
|
|
|
$
|
1,155.2
|
|
|
$
|
2,273.7
|
|
|
$
|
2,286.2
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Non-U.S. GAAP Adjusted EBITDA from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food Care
|
|
$
|
155.6
|
|
|
$
|
135.4
|
|
|
$
|
298.5
|
|
|
$
|
270.1
|
|
Adjusted EBITDA Margin
|
|
21.9
|
%
|
|
19.0
|
%
|
|
21.5
|
%
|
|
19.2
|
%
|
||||
Product Care
|
|
84.0
|
|
|
78.5
|
|
|
159.0
|
|
|
156.9
|
|
||||
Adjusted EBITDA Margin
|
|
18.7
|
%
|
|
17.8
|
%
|
|
18.0
|
%
|
|
17.9
|
%
|
||||
Corporate
|
|
(2.9
|
)
|
|
3.6
|
|
|
(5.0
|
)
|
|
(4.7
|
)
|
||||
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations
|
|
$
|
236.7
|
|
|
$
|
217.5
|
|
|
$
|
452.5
|
|
|
$
|
422.3
|
|
Adjusted EBITDA Margin
|
|
20.4
|
%
|
|
18.8
|
%
|
|
19.9
|
%
|
|
18.5
|
%
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net earnings (loss) from continuing operations
|
|
$
|
25.5
|
|
|
$
|
83.3
|
|
|
$
|
89.8
|
|
|
$
|
(124.7
|
)
|
Interest expense, net
|
|
43.2
|
|
|
44.5
|
|
|
88.1
|
|
|
86.5
|
|
||||
Income tax provision
|
|
12.3
|
|
|
33.5
|
|
|
42.7
|
|
|
355.0
|
|
||||
Depreciation and amortization, net of adjustments(1)
|
|
38.0
|
|
|
40.7
|
|
|
78.2
|
|
|
80.9
|
|
||||
Special Items:
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges(2)
|
|
29.3
|
|
|
7.1
|
|
|
36.7
|
|
|
15.7
|
|
||||
Other restructuring associated costs(3)
|
|
21.3
|
|
|
(0.4
|
)
|
|
38.0
|
|
|
1.8
|
|
||||
Foreign currency exchange loss due to highly inflationary economies
|
|
1.3
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Charges related to the Novipax settlement agreement
|
|
59.0
|
|
|
—
|
|
|
59.0
|
|
|
—
|
|
||||
(Income) charges related to acquisition and divestiture activity
|
|
(0.5
|
)
|
|
7.0
|
|
|
3.2
|
|
|
17.8
|
|
||||
Loss (gain) from class-action litigation settlement
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(12.6
|
)
|
||||
Other Special Items(4)
|
|
7.3
|
|
|
1.7
|
|
|
14.7
|
|
|
1.9
|
|
||||
Pre-tax impact of Special Items
|
|
117.7
|
|
|
15.5
|
|
|
153.7
|
|
|
24.6
|
|
||||
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations
|
|
$
|
236.7
|
|
|
$
|
217.5
|
|
|
$
|
452.5
|
|
|
$
|
422.3
|
|
|
(1)
|
Depreciation and amortization by segment were as follows:
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Food Care
|
|
$
|
25.0
|
|
|
$
|
27.2
|
|
|
$
|
51.2
|
|
|
$
|
54.1
|
|
Product Care
|
|
13.1
|
|
|
13.6
|
|
|
28.0
|
|
|
27.1
|
|
||||
Total Company depreciation and amortization(i)
|
|
38.1
|
|
|
40.8
|
|
|
79.2
|
|
|
81.2
|
|
||||
Depreciation and amortization adjustments
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(1.0
|
)
|
|
(0.3
|
)
|
||||
Depreciation and amortization, net of adjustments
|
|
$
|
38.0
|
|
|
$
|
40.7
|
|
|
$
|
78.2
|
|
|
$
|
80.9
|
|
|
(i)
|
Includes share-based incentive compensation of $4.8 million and $13.2 million for the three and six months ended June 30, 2019, respectively, and $7.7 million and $15.3 million for the three and six months ended June 30, 2018, respectively.
|
(2)
|
Restructuring charges by segment were as follows:
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Food Care
|
|
$
|
18.6
|
|
|
$
|
1.5
|
|
|
$
|
22.4
|
|
|
$
|
6.1
|
|
Product Care
|
|
10.7
|
|
|
5.6
|
|
|
14.3
|
|
|
9.6
|
|
||||
Total Company restructuring charges
|
|
$
|
29.3
|
|
|
$
|
7.1
|
|
|
$
|
36.7
|
|
|
$
|
15.7
|
|
(3)
|
Other restructuring associated costs for three and six months ended June 30, 2019, primarily relate to fees paid to third-party consultants in support of Reinvent SEE and costs related to property consolidations resulting from Reinvent SEE.
|
(4)
|
Other Special Items for the three and six months ended June 30, 2019, primarily included fees related to professional services.
|
(In millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Assets allocated to segments:(1)
|
|
|
|
|
|
|
||
Food Care
|
|
$
|
2,012.1
|
|
|
$
|
1,914.4
|
|
Product Care
|
|
2,260.9
|
|
|
2,273.8
|
|
||
Total segments
|
|
4,273.0
|
|
|
4,188.2
|
|
||
Assets not allocated:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
222.2
|
|
|
$
|
271.7
|
|
Assets held for sale
|
|
0.6
|
|
|
0.6
|
|
||
Income tax receivables
|
|
53.4
|
|
|
58.4
|
|
||
Other receivables
|
|
91.7
|
|
|
81.3
|
|
||
Deferred taxes
|
|
175.5
|
|
|
170.5
|
|
||
Other
|
|
400.1
|
|
|
279.5
|
|
||
Total
|
|
$
|
5,216.5
|
|
|
$
|
5,050.2
|
|
|
(1)
|
Beginning in 2018, the Company implemented a change in allocation of Corporate expenses, which are now allocated to Food Care and Product Care segments. At that time, the Company revised the method of allocation for some assets including property and equipment, net and goodwill, which were previously unallocated.
|
(In millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
|
$
|
93.2
|
|
|
$
|
79.9
|
|
Work in process
|
|
150.6
|
|
|
142.4
|
|
||
Finished goods
|
|
352.3
|
|
|
322.6
|
|
||
Total
|
|
$
|
596.1
|
|
|
$
|
544.9
|
|
(In millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land and improvements
|
|
$
|
42.3
|
|
|
$
|
41.2
|
|
Buildings
|
|
729.6
|
|
|
728.6
|
|
||
Machinery and equipment
|
|
2,379.2
|
|
|
2,325.7
|
|
||
Other property and equipment
|
|
124.7
|
|
|
135.6
|
|
||
Construction-in-progress
|
|
153.3
|
|
|
155.1
|
|
||
Property and equipment, gross
|
|
3,429.1
|
|
|
3,386.2
|
|
||
Accumulated depreciation and amortization
|
|
(2,379.0
|
)
|
|
(2,350.0
|
)
|
||
Property and equipment, net(1)
|
|
$
|
1,050.1
|
|
|
$
|
1,036.2
|
|
|
(1)
|
Upon adoption of ASU 2016-02, $28.3 million of assets that were included in property and equipment, net as of December 31, 2018 were reclassified to other non-current assets on our Condensed Consolidated Balance Sheets. These assets were related to capital leases, primarily for warehouse, office and small manufacturing facilities, IT equipment and automobiles, which are now ROU assets. Refer to Note 4, “Leases,” of the Notes to Condensed Consolidated Financial Statements for additional information on our ROU assets.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest cost capitalized
|
|
$
|
2.1
|
|
|
$
|
1.5
|
|
|
$
|
3.9
|
|
|
$
|
3.7
|
|
Depreciation and amortization expense for property and equipment
|
|
$
|
28.8
|
|
|
$
|
29.7
|
|
|
$
|
57.0
|
|
|
$
|
58.6
|
|
(In millions)
|
|
Food Care
|
|
Product Care
|
|
Total
|
||||||
Gross Carrying Value at December 31, 2018
|
|
$
|
568.9
|
|
|
$
|
1,568.9
|
|
|
$
|
2,137.8
|
|
Accumulated impairment(1)
|
|
(49.2
|
)
|
|
(141.0
|
)
|
|
(190.2
|
)
|
|||
Carrying Value at December 31, 2018
|
|
$
|
519.7
|
|
|
$
|
1,427.9
|
|
|
$
|
1,947.6
|
|
Acquisition, purchase price and other adjustments
|
|
6.0
|
|
|
3.1
|
|
|
9.1
|
|
|||
Currency translation
|
|
0.1
|
|
|
0.4
|
|
|
0.5
|
|
|||
Carrying Value at June 30, 2019
|
|
$
|
525.8
|
|
|
$
|
1,431.4
|
|
|
$
|
1,957.2
|
|
|
(1)
|
There has been no change to our accumulated impairment balance as of June 30, 2019.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(In millions)
|
Gross
Carrying Value
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
Carrying Value
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer relationships
|
$
|
69.8
|
|
|
$
|
(24.0
|
)
|
|
$
|
45.8
|
|
|
$
|
72.4
|
|
|
$
|
(22.3
|
)
|
|
$
|
50.1
|
|
Trademarks and tradenames
|
15.6
|
|
|
(2.5
|
)
|
|
13.1
|
|
|
15.1
|
|
|
(1.6
|
)
|
|
13.5
|
|
||||||
Capitalized software
|
72.0
|
|
|
(55.1
|
)
|
|
16.9
|
|
|
62.2
|
|
|
(49.8
|
)
|
|
12.4
|
|
||||||
Technology
|
37.3
|
|
|
(24.4
|
)
|
|
12.9
|
|
|
37.2
|
|
|
(23.5
|
)
|
|
13.7
|
|
||||||
Contracts
|
13.2
|
|
|
(10.3
|
)
|
|
2.9
|
|
|
13.2
|
|
|
(10.1
|
)
|
|
3.1
|
|
||||||
Total intangible assets with definite lives
|
207.9
|
|
|
(116.3
|
)
|
|
91.6
|
|
|
200.1
|
|
|
(107.3
|
)
|
|
92.8
|
|
||||||
Trademarks and tradenames with indefinite lives
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|
8.9
|
|
|
—
|
|
|
8.9
|
|
||||||
Total identifiable intangible assets, net
|
$
|
216.8
|
|
|
$
|
(116.3
|
)
|
|
$
|
100.5
|
|
|
$
|
209.0
|
|
|
$
|
(107.3
|
)
|
|
$
|
101.7
|
|
Year
|
Amount
(in millions)
|
||
Remainder of 2019
|
$
|
7.9
|
|
2020
|
15.0
|
|
|
2021
|
11.7
|
|
|
2022
|
7.9
|
|
|
Thereafter
|
49.1
|
|
|
Total
|
$
|
91.6
|
|
(in millions)
|
|
Total Restructuring Program Range
|
|
Less Cumulative Spend to Date
|
|
Remaining Restructuring Spend(2)
|
||||||||||||||
|
|
Low
|
|
High
|
|
|
|
Low
|
|
High
|
||||||||||
Costs of reduction in headcount as a result of reorganization
|
|
$
|
355
|
|
|
$
|
370
|
|
|
$
|
(322
|
)
|
|
$
|
33
|
|
|
$
|
48
|
|
Other expenses associated with the Program
|
|
230
|
|
|
245
|
|
|
(174
|
)
|
|
56
|
|
|
71
|
|
|||||
Total expense
|
|
585
|
|
|
615
|
|
|
(496
|
)
|
|
89
|
|
|
119
|
|
|||||
Capital expenditures
|
|
255
|
|
|
270
|
|
|
(238
|
)
|
|
17
|
|
|
32
|
|
|||||
Total estimated cash cost(1)
|
|
$
|
840
|
|
|
$
|
885
|
|
|
$
|
(734
|
)
|
|
$
|
106
|
|
|
$
|
151
|
|
|
(1)
|
Total estimated cash cost excludes the impact of foreign currency and non-cash depreciation and amortization charges.
|
(2)
|
Remaining restructuring spend primarily consists of restructuring costs associated with the Company’s Reinvent SEE strategy, and the completion of our efforts to eliminate stranded costs.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Other associated costs
|
|
$
|
21.3
|
|
|
$
|
0.4
|
|
|
$
|
38.0
|
|
|
$
|
2.6
|
|
Restructuring charges
|
|
29.3
|
|
|
7.1
|
|
|
36.7
|
|
|
15.7
|
|
||||
Total charges
|
|
$
|
50.6
|
|
|
$
|
7.5
|
|
|
$
|
74.7
|
|
|
$
|
18.3
|
|
Capital expenditures
|
|
$
|
1.8
|
|
|
$
|
0.3
|
|
|
$
|
2.3
|
|
|
$
|
0.5
|
|
(In millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Short-term borrowings(1)
|
|
$
|
265.3
|
|
|
$
|
232.8
|
|
Current portion of long-term debt(2)
|
|
31.6
|
|
|
4.9
|
|
||
Total current debt
|
|
296.9
|
|
|
237.7
|
|
||
Term Loan A due July 2023
|
|
222.3
|
|
|
222.2
|
|
||
6.50% Senior Notes due December 2020
|
|
424.3
|
|
|
424.0
|
|
||
4.875% Senior Notes due December 2022
|
|
421.5
|
|
|
421.1
|
|
||
5.25% Senior Notes due April 2023
|
|
421.6
|
|
|
421.2
|
|
||
4.50% Senior Notes due September 2023
|
|
452.1
|
|
|
454.9
|
|
||
5.125% Senior Notes due December 2024
|
|
421.6
|
|
|
421.3
|
|
||
5.50% Senior Notes due September 2025
|
|
397.2
|
|
|
397.1
|
|
||
6.875% Senior Notes due July 2033
|
|
445.6
|
|
|
445.5
|
|
||
Other(2)
|
|
85.5
|
|
|
29.2
|
|
||
Total long-term debt, less current portion(3)
|
|
3,291.7
|
|
|
3,236.5
|
|
||
Total debt(4)
|
|
$
|
3,588.6
|
|
|
$
|
3,474.2
|
|
|
(1)
|
Short-term borrowings of $265.3 million at June 30, 2019 are comprised of $178.0 million under our revolving credit facility, $78.5 million under our European securitization program and $8.8 million of short-term borrowings from various lines of credit. Short-term borrowings of $232.8 million at December 31, 2018 were comprised of $140.0 million under our
|
(2)
|
Due to the adoption of ASU 2016-02, the June 30, 2019 Current portion of long-term debt and Other balances include $31.6 million and $82.7 million, respectively for the liability associated with our finance and operating leases. See Note 4, "Leases," of the Notes to Condensed Consolidated Financial Statements for additional information.
|
(3)
|
Amounts are net of unamortized discounts and issuance costs of $22.2 million as June 30, 2019 and $24.3 million as of December 31, 2018.
|
(4)
|
As of June 30, 2019, our weighted average interest rate on our short-term borrowings outstanding was 3.0% and on our long-term debt outstanding was 5.4%. As of December 31, 2018, our weighted average interest rate on our short-term borrowings outstanding was 2.8% and on our long-term debt outstanding was 5.4%.
|
(In millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Used lines of credit(1)
|
|
$
|
265.3
|
|
|
$
|
232.8
|
|
Unused lines of credit
|
|
1,077.5
|
|
|
1,135.3
|
|
||
Total available lines of credit(2)
|
|
$
|
1,342.8
|
|
|
$
|
1,368.1
|
|
|
(1)
|
Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries.
|
(2)
|
Of the total available lines of credit, $1,137.0 million was committed as of June 30, 2019.
|
|
Cash Flow Hedge
|
|
Non-Designated as Hedging Instruments
|
|
Total
|
||||||||||||||||||
(In millions)
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
0.8
|
|
|
$
|
1.8
|
|
|
$
|
1.9
|
|
|
$
|
1.7
|
|
|
$
|
2.7
|
|
|
$
|
3.5
|
|
Total Derivative Assets
|
$
|
0.8
|
|
|
$
|
1.8
|
|
|
$
|
1.9
|
|
|
$
|
1.7
|
|
|
$
|
2.7
|
|
|
$
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
(0.9
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
(2.9
|
)
|
Total Derivative Liabilities(1)
|
$
|
(0.9
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
(2.9
|
)
|
Net Derivatives(2)
|
$
|
(0.1
|
)
|
|
$
|
1.6
|
|
|
$
|
(1.2
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
0.6
|
|
|
(1)
|
Excludes €400.0 million of euro-denominated debt ($452.1 million equivalent at June 30, 2019 and $454.9 million equivalent at December 31, 2018), designated as a net investment hedge.
|
(2)
|
The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification:
|
|
Other Current Assets
|
|
Other Current Liabilities
|
||||||||||||
(In millions)
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||
Gross position
|
$
|
2.7
|
|
|
$
|
3.5
|
|
|
$
|
(4.0
|
)
|
|
$
|
(2.9
|
)
|
Impact of master netting agreements
|
(1.8
|
)
|
|
(1.4
|
)
|
|
1.8
|
|
|
1.4
|
|
||||
Net amounts recognized on the Condensed Consolidated Balance Sheets
|
$
|
0.9
|
|
|
$
|
2.1
|
|
|
$
|
(2.2
|
)
|
|
$
|
(1.5
|
)
|
|
|
|
Amount of Gain (Loss) Recognized in
Earnings on Derivatives
|
||||||||||||||
|
Location of Gain (Loss) Recognized on
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
Condensed Consolidated Statements of Operations
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Cost of sales
|
|
$
|
0.9
|
|
|
$
|
(1.2
|
)
|
|
$
|
1.5
|
|
|
$
|
(1.8
|
)
|
Treasury locks
|
Interest expense, net
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Sub-total cash flow hedges
|
|
|
1.0
|
|
|
(1.1
|
)
|
|
1.6
|
|
|
(1.7
|
)
|
||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
Interest expense, net
|
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
|
0.2
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other income (expense), net
|
|
(1.6
|
)
|
|
(5.7
|
)
|
|
(4.3
|
)
|
|
(6.9
|
)
|
||||
Total
|
|
|
$
|
(0.4
|
)
|
|
$
|
(6.7
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
(8.4
|
)
|
•
|
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
|
•
|
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
|
•
|
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
|
|
|
June 30, 2019
|
||||||||||||||
(In millions)
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash equivalents
|
|
$
|
40.7
|
|
|
$
|
40.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative financial and hedging instruments net asset:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts and options
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
|
December 31, 2018
|
||||||||||||||
(In millions)
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash equivalents
|
|
$
|
38.6
|
|
|
$
|
38.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative financial and hedging instruments net asset:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
(In millions)
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Term Loan A Facility due July 2023(1)
|
|
$
|
222.3
|
|
|
$
|
222.3
|
|
|
$
|
222.2
|
|
|
$
|
222.2
|
|
6.50% Senior Notes due December 2020
|
|
424.3
|
|
|
440.7
|
|
|
424.0
|
|
|
440.1
|
|
||||
4.875% Senior Notes due December 2022
|
|
421.5
|
|
|
445.8
|
|
|
421.1
|
|
|
421.2
|
|
||||
5.25% Senior Notes due April 2023
|
|
421.6
|
|
|
448.3
|
|
|
421.2
|
|
|
424.5
|
|
||||
4.50% Senior Notes due September 2023(1)
|
|
452.1
|
|
|
513.5
|
|
|
454.9
|
|
|
489.9
|
|
||||
5.125% Senior Notes due December 2024
|
|
421.6
|
|
|
445.0
|
|
|
421.3
|
|
|
419.8
|
|
||||
5.50% Senior Notes due September 2025
|
|
397.2
|
|
|
424.0
|
|
|
397.1
|
|
|
394.8
|
|
||||
6.875% Senior Notes due July 2033
|
|
445.6
|
|
|
500.5
|
|
|
445.5
|
|
|
453.4
|
|
||||
Other foreign borrowings(1)
|
|
90.5
|
|
|
87.4
|
|
|
98.5
|
|
|
99.2
|
|
||||
Other domestic borrowings
|
|
178.0
|
|
|
178.0
|
|
|
168.4
|
|
|
170.0
|
|
||||
Total debt(2)
|
|
$
|
3,474.7
|
|
|
$
|
3,705.5
|
|
|
$
|
3,474.2
|
|
|
$
|
3,535.1
|
|
|
(1)
|
Includes borrowings denominated in currencies other than U.S. dollars.
|
(2)
|
At June 30, 2019, the carrying amount and estimated fair value of debt exclude lease liabilities.
|
|
|
Three Months Ended
June 30, 2019 |
|
Three Months Ended
June 30, 2018 |
||||||||||||||||||||
(In millions)
|
|
U.S.
|
|
International
|
|
Total
|
|
U.S.
|
|
International
|
|
Total
|
||||||||||||
Components of net periodic benefit cost (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
$
|
0.1
|
|
|
$
|
1.1
|
|
|
$
|
1.2
|
|
Interest cost
|
|
1.8
|
|
|
3.7
|
|
|
5.5
|
|
|
1.6
|
|
|
3.9
|
|
|
5.5
|
|
||||||
Expected return on plan assets
|
|
(1.8
|
)
|
|
(6.1
|
)
|
|
(7.9
|
)
|
|
(2.2
|
)
|
|
(7.5
|
)
|
|
(9.7
|
)
|
||||||
Amortization of net prior service cost
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net actuarial loss
|
|
0.4
|
|
|
0.9
|
|
|
1.3
|
|
|
0.2
|
|
|
0.6
|
|
|
0.8
|
|
||||||
Net periodic cost (income)
|
|
0.4
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(1.9
|
)
|
|
(2.2
|
)
|
||||||
Cost of settlement
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Total benefit cost (income)
|
|
$
|
0.4
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(2.1
|
)
|
|
|
Six Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2018 |
||||||||||||||||||||
(In millions)
|
|
U.S.
|
|
International
|
|
Total
|
|
U.S.
|
|
International
|
|
Total
|
||||||||||||
Components of net periodic benefit cost (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
2.0
|
|
|
$
|
0.1
|
|
|
$
|
2.1
|
|
|
$
|
2.2
|
|
Interest cost
|
|
3.5
|
|
|
7.4
|
|
|
10.9
|
|
|
3.2
|
|
|
7.8
|
|
|
11.0
|
|
||||||
Expected return on plan assets
|
|
(3.6
|
)
|
|
(12.2
|
)
|
|
(15.8
|
)
|
|
(4.4
|
)
|
|
(14.9
|
)
|
|
(19.3
|
)
|
||||||
Amortization of net prior service cost
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net actuarial loss
|
|
0.7
|
|
|
1.8
|
|
|
2.5
|
|
|
0.5
|
|
|
1.2
|
|
|
1.7
|
|
||||||
Net periodic cost (income)
|
|
0.6
|
|
|
(0.9
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|
(3.8
|
)
|
|
(4.4
|
)
|
||||||
Cost of settlement
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Total benefit cost (income)
|
|
$
|
0.6
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
(4.3
|
)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Components of net periodic benefit cost (income):
|
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
|
$
|
0.7
|
|
Amortization of net prior service credit
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Amortization of net actuarial gain
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Net periodic cost
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
•
|
indemnities in connection with the sale of businesses, primarily related to the sale of Diversey. Our indemnity obligations under the relevant agreements may be limited in terms of time, amount or scope. As it relates to certain income tax related liabilities, the relevant agreements may not provide any cap for such liabilities, and the period in which we would be liable would lapse upon expiration of the statute of limitation for assessment of the underlying taxes. Because of the conditional nature of these obligations and the unique facts and circumstances involved in each particular agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items;
|
•
|
product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products will conform to specifications. We generally do not establish a liability for product warranty based on a percentage of sales or other formula. We accrue a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Both the liability and annual expense related to product warranties are immaterial to our consolidated financial position and results of operations; and
|
•
|
licenses of intellectual property by us to third parties in which we have agreed to indemnify the licensee against third-party infringement claims.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total share-based incentive compensation expense(1)
|
|
$
|
4.8
|
|
|
$
|
7.1
|
|
|
$
|
13.2
|
|
|
$
|
14.6
|
|
|
(1)
|
The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock or the expense or income related to certain cash-based awards, however, the amounts include the expense related to share-based awards that are settled in cash.
|
|
|
TSR
|
|
ROIC
|
|
Adjusted EBITDA
|
||||||
Number of units granted
|
|
49,819
|
|
|
66,807
|
|
|
66,807
|
|
|||
Fair value on grant date(1)
|
|
$
|
58.25
|
|
|
$
|
42.16
|
|
|
$
|
42.16
|
|
|
(1)
|
Represents weighted average fair value for PSU awards approved on February 13, 2019 and February 14, 2019.
|
|
TSR portion of the 2019 PSU Award
|
|
Expected price volatility(1)
|
22.8
|
%
|
Risk-free interest rate(1)
|
2.5
|
%
|
|
(1)
|
Represents average of assumptions for PSU awards approved on February 13, 2019 and February 14, 2019.
|
(In millions)
|
|
Unrecognized
Pension Items
|
|
Cumulative
Translation
Adjustment
|
|
Unrecognized
Losses on Derivative
Instruments for
net investment
hedge
|
|
Unrecognized
Gains (Losses)
on Derivative
Instruments
for cash flow hedge
|
|
Accumulated Other
Comprehensive
Loss, Net of Taxes
|
||||||||||
Balance at December 31, 2017
|
|
$
|
(103.4
|
)
|
|
$
|
(694.4
|
)
|
|
$
|
(46.8
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(844.9
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
0.1
|
|
|
(28.7
|
)
|
|
11.2
|
|
|
1.2
|
|
|
(16.2
|
)
|
|||||
Less: amounts reclassified from accumulated other comprehensive loss
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
2.3
|
|
|||||
Net current period other comprehensive income (loss)
|
|
1.1
|
|
|
(28.7
|
)
|
|
11.2
|
|
|
2.5
|
|
|
(13.9
|
)
|
|||||
Balance at June 30, 2018(2)
|
|
$
|
(102.3
|
)
|
|
$
|
(723.1
|
)
|
|
$
|
(35.6
|
)
|
|
$
|
2.2
|
|
|
$
|
(858.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2018(1)
|
|
$
|
(136.4
|
)
|
|
$
|
(744.8
|
)
|
|
$
|
(41.9
|
)
|
|
$
|
2.7
|
|
|
$
|
(920.4
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
6.3
|
|
|
2.3
|
|
|
(0.3
|
)
|
|
8.3
|
|
|||||
Less: amounts reclassified from accumulated other comprehensive loss
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
0.7
|
|
|||||
Net current period other comprehensive income (loss)
|
|
1.7
|
|
|
6.3
|
|
|
2.3
|
|
|
(1.3
|
)
|
|
9.0
|
|
|||||
Balance at June 30, 2019(2)
|
|
$
|
(134.7
|
)
|
|
$
|
(738.5
|
)
|
|
$
|
(39.6
|
)
|
|
$
|
1.4
|
|
|
$
|
(911.4
|
)
|
|
(1)
|
In the fourth quarter of 2018, the Company Adopted ASU 2018-02. As part of the adoption, the Company elected to reclassify $13.4 million of stranded tax effects of the TCJA from AOCL to retained earnings. The impact of the ASU adoption has been allocated to unrecognized pension items, unrecognized gains (losses) on derivative instruments for net investment hedges and cash flow hedges.
|
(2)
|
The ending balance in AOCL includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $(0.4) million and $69.9 million as of June 30, 2019 and 2018, respectively.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
|
||||||||||||
(In millions)
|
|
2019(1)
|
|
2018(1)
|
|
2019(1)
|
|
2018(1)
|
|
Location of Amount
Reclassified from AOCL
|
||||||||
Defined benefit pension plans and other post-employment benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service credit
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
|
Actuarial losses
|
|
(1.2
|
)
|
|
(0.7
|
)
|
|
(2.4
|
)
|
|
(1.6
|
)
|
|
|
||||
Total pre-tax amount
|
|
(1.2
|
)
|
|
(0.6
|
)
|
|
(2.3
|
)
|
|
(1.4
|
)
|
|
Other income (expense), net
|
||||
Tax benefit
|
|
0.3
|
|
|
0.2
|
|
|
0.6
|
|
|
0.4
|
|
|
|
||||
Net of tax
|
|
(0.9
|
)
|
|
(0.4
|
)
|
|
(1.7
|
)
|
|
(1.0
|
)
|
|
|
||||
Net gains (losses) on cash flow hedging
derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts(2)
|
|
0.9
|
|
|
(1.2
|
)
|
|
1.5
|
|
|
(1.8
|
)
|
|
Other income (expense), net
|
||||
Treasury locks
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
Interest expense, net
|
||||
Total pre-tax amount
|
|
1.0
|
|
|
(1.1
|
)
|
|
1.6
|
|
|
(1.7
|
)
|
|
|
||||
Tax (expense) benefit
|
|
(0.4
|
)
|
|
0.3
|
|
|
(0.6
|
)
|
|
0.4
|
|
|
|
||||
Net of tax
|
|
0.6
|
|
|
(0.8
|
)
|
|
1.0
|
|
|
(1.3
|
)
|
|
|
||||
Total reclassifications for the period
|
|
$
|
(0.3
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(2.3
|
)
|
|
|
|
(1)
|
Amounts in parenthesis indicate changes to earnings (loss).
|
(2)
|
These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements for additional details.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net foreign exchange transaction loss
|
|
$
|
(1.5
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
(13.7
|
)
|
Bank fee expense
|
|
(1.3
|
)
|
|
(1.4
|
)
|
|
(2.5
|
)
|
|
(2.4
|
)
|
||||
Pension income other than service costs
|
|
0.5
|
|
|
2.7
|
|
|
0.9
|
|
|
5.2
|
|
||||
Other, net(1)
|
|
6.2
|
|
|
1.8
|
|
|
7.4
|
|
|
—
|
|
||||
Other income (expense), net
|
|
$
|
3.9
|
|
|
$
|
1.1
|
|
|
$
|
3.2
|
|
|
$
|
(10.9
|
)
|
|
(1)
|
Cryovac Brasil Ltda., a Sealed Air subsidiary, received a final decision from the Brazilian court regarding a claim in which Sealed Air contended that certain indirect taxes paid were calculated on an incorrect amount. As a result, for the three and six months ended June 30, 2019, we recorded $4.8 million income to Other, net for a claim of overpaid taxes related to 2015 through 2018.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions, except per share amounts)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Basic Net Earnings (Loss) Per Common Share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (loss)
|
|
$
|
33.2
|
|
|
$
|
114.4
|
|
|
$
|
90.7
|
|
|
$
|
(86.2
|
)
|
Distributed and allocated undistributed net earnings to unvested restricted stockholders
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||||
Distributed and allocated undistributed net earnings (loss)
|
|
33.1
|
|
|
113.8
|
|
|
90.5
|
|
|
(86.5
|
)
|
||||
Distributed net earnings - dividends paid to common stockholders
|
|
(24.6
|
)
|
|
(25.5
|
)
|
|
(49.4
|
)
|
|
(51.9
|
)
|
||||
Allocation of undistributed net earnings (loss) to common stockholders
|
|
$
|
8.5
|
|
|
$
|
88.3
|
|
|
$
|
41.1
|
|
|
$
|
(138.4
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding - basic
|
|
154.5
|
|
|
159.7
|
|
|
154.6
|
|
|
162.5
|
|
||||
Basic net earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Distributed net earnings
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.32
|
|
|
$
|
0.32
|
|
Allocated undistributed net earnings (loss) to common stockholders
|
|
0.06
|
|
|
0.55
|
|
|
0.27
|
|
|
(0.85
|
)
|
||||
Basic net earnings (loss) per common share
|
|
$
|
0.22
|
|
|
$
|
0.71
|
|
|
$
|
0.59
|
|
|
$
|
(0.53
|
)
|
Diluted Net Earnings (Loss) Per Common Share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Distributed and allocated undistributed net earnings (loss)
|
|
$
|
33.1
|
|
|
$
|
113.8
|
|
|
$
|
90.5
|
|
|
$
|
(86.5
|
)
|
Add: Allocated undistributed net earnings to unvested restricted stockholders
|
|
—
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
||||
Less: Undistributed net earnings reallocated to unvested restricted stockholders
|
|
—
|
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
||||
Net earnings (loss) available to common stockholders - diluted
|
|
$
|
33.1
|
|
|
$
|
113.8
|
|
|
$
|
90.5
|
|
|
$
|
(86.5
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding - basic
|
|
154.5
|
|
|
159.7
|
|
|
154.6
|
|
|
162.5
|
|
||||
Effect of contingently issuable shares
|
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
||||
Effect of unvested restricted stock units
|
|
0.2
|
|
|
0.4
|
|
|
0.2
|
|
|
—
|
|
||||
Weighted average number of common shares outstanding - diluted under two-class
|
|
155.0
|
|
|
160.2
|
|
|
155.0
|
|
|
162.5
|
|
||||
Effect of unvested restricted stock - participating security
|
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
|
—
|
|
||||
Weighted average number of common shares outstanding - diluted under treasury stock
|
|
155.3
|
|
|
160.6
|
|
|
155.3
|
|
|
162.5
|
|
||||
Diluted net earnings (loss) per common share
|
|
$
|
0.21
|
|
|
$
|
0.71
|
|
|
$
|
0.58
|
|
|
$
|
(0.53
|
)
|
|
|
Three Months Ended
June 30, |
|
%
|
|
Six Months Ended
June 30, |
|
%
|
||||||||||||||
(In millions, except per share amounts)
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
Net sales
|
|
$
|
1,161.0
|
|
|
$
|
1,155.2
|
|
|
0.5
|
%
|
|
$
|
2,273.7
|
|
|
$
|
2,286.2
|
|
|
(0.5
|
)%
|
Gross profit
|
|
$
|
378.3
|
|
|
$
|
363.5
|
|
|
4.1
|
%
|
|
$
|
743.5
|
|
|
$
|
737.5
|
|
|
0.8
|
%
|
As a % of net sales
|
|
32.6
|
%
|
|
31.5
|
%
|
|
|
|
32.7
|
%
|
|
32.3
|
%
|
|
|
||||||
Operating profit
|
|
$
|
78.4
|
|
|
$
|
160.2
|
|
|
(51.1
|
)%
|
|
$
|
219.5
|
|
|
$
|
327.7
|
|
|
(33.0
|
)%
|
As a % of net sales
|
|
6.8
|
%
|
|
13.9
|
%
|
|
|
|
9.7
|
%
|
|
14.3
|
%
|
|
|
||||||
Net earnings (loss) from continuing operations
|
|
$
|
25.5
|
|
|
$
|
83.3
|
|
|
(69.4
|
)%
|
|
$
|
89.8
|
|
|
$
|
(124.7
|
)
|
|
#
|
|
Gain on sale of discontinued operations, net of tax
|
|
7.7
|
|
|
31.1
|
|
|
(75.2
|
)%
|
|
0.9
|
|
|
38.5
|
|
|
(97.7
|
)%
|
||||
Net earnings (loss)
|
|
$
|
33.2
|
|
|
$
|
114.4
|
|
|
(71.0
|
)%
|
|
$
|
90.7
|
|
|
$
|
(86.2
|
)
|
|
#
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
|
$
|
0.16
|
|
|
$
|
0.52
|
|
|
(69.2
|
)%
|
|
$
|
0.58
|
|
|
$
|
(0.77
|
)
|
|
#
|
|
Discontinued operations
|
|
0.06
|
|
|
0.19
|
|
|
(68.4
|
)%
|
|
0.01
|
|
|
0.24
|
|
|
(95.8
|
)%
|
||||
Net earnings (loss) per common share - basic
|
|
$
|
0.22
|
|
|
$
|
0.71
|
|
|
(69.0
|
)%
|
|
$
|
0.59
|
|
|
$
|
(0.53
|
)
|
|
#
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.16
|
|
|
$
|
0.52
|
|
|
(69.2
|
)%
|
|
$
|
0.58
|
|
|
$
|
(0.77
|
)
|
|
#
|
|
Discontinued operations
|
|
0.05
|
|
|
0.19
|
|
|
(73.7
|
)%
|
|
—
|
|
|
0.24
|
|
|
#
|
|
||||
Net earnings (loss) per common share - diluted
|
|
$
|
0.21
|
|
|
$
|
0.71
|
|
|
(70.4
|
)%
|
|
$
|
0.58
|
|
|
$
|
(0.53
|
)
|
|
#
|
|
Weighted average numbers of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
154.5
|
|
|
159.7
|
|
|
|
|
|
154.6
|
|
|
162.5
|
|
|
|
|
||||
Diluted
|
|
155.3
|
|
|
160.6
|
|
|
|
|
|
155.3
|
|
|
162.5
|
|
|
|
|
||||
Non-U.S. GAAP Adjusted EBITDA from continuing operations(1)
|
|
$
|
236.7
|
|
|
$
|
217.5
|
|
|
8.8
|
%
|
|
$
|
452.5
|
|
|
$
|
422.3
|
|
|
7.2
|
%
|
Non-U.S. GAAP Adjusted EPS from continuing operations(2)
|
|
$
|
0.80
|
|
|
$
|
0.64
|
|
|
25.0
|
%
|
|
$
|
1.40
|
|
|
$
|
1.15
|
|
|
21.7
|
%
|
|
#
|
Denotes a variance that is not meaningful.
|
(1)
|
See Note 6, “Segments,” of the Notes to Condensed Consolidated Financial Statements for a reconciliation of net earnings (loss) from continuing operations to non-U.S. GAAP Adjusted EBITDA from continuing operations.
|
(2)
|
See “Diluted Net Earnings (Loss) per Common Share” for a reconciliation of our EPS from continuing operations to our non-U.S. GAAP adjusted EPS from continuing operations.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||||||
(In millions, except per share data)
|
|
Net Earnings
|
|
Diluted EPS
|
|
Net Earnings
|
|
Diluted EPS
|
|
Net Earnings
|
|
Diluted EPS
|
|
Net (Loss) Earnings
|
|
Diluted EPS
|
||||||||||||||||
U.S. GAAP net earnings (loss) and diluted EPS from continuing operations(1)
|
|
$
|
25.5
|
|
|
$
|
0.16
|
|
|
$
|
83.3
|
|
|
$
|
0.52
|
|
|
$
|
89.8
|
|
|
$
|
0.58
|
|
|
$
|
(124.7
|
)
|
|
$
|
(0.77
|
)
|
Special Items(2)
|
|
99.8
|
|
|
0.64
|
|
|
19.1
|
|
|
0.12
|
|
|
127.7
|
|
|
0.82
|
|
|
312.5
|
|
|
1.92
|
|
||||||||
Non-U.S. GAAP adjusted net earnings and adjusted diluted EPS from continuing operations
|
|
$
|
125.3
|
|
|
$
|
0.80
|
|
|
$
|
102.4
|
|
|
$
|
0.64
|
|
|
$
|
217.5
|
|
|
$
|
1.40
|
|
|
$
|
187.8
|
|
|
$
|
1.15
|
|
Weighted average number of common shares outstanding - Diluted
|
|
|
|
|
155.3
|
|
|
|
|
|
160.6
|
|
|
|
|
|
155.3
|
|
|
|
|
|
162.5
|
|
|
(1)
|
Net earnings per common share are calculated under the two-class method.
|
(2)
|
Special Items include the following:
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions, except per share data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Special Items:
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges
|
|
$
|
29.3
|
|
|
$
|
7.1
|
|
|
$
|
36.7
|
|
|
$
|
15.7
|
|
Other restructuring associated costs(i)
|
|
21.3
|
|
|
(0.4
|
)
|
|
38.0
|
|
|
1.8
|
|
||||
Foreign currency exchange loss due to highly inflationary economies
|
|
1.3
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Charges related to the Novipax settlement agreement
|
|
59.0
|
|
|
—
|
|
|
59.0
|
|
|
—
|
|
||||
(Income) charges related to acquisition and divestiture activity
|
|
(0.5
|
)
|
|
7.0
|
|
|
3.2
|
|
|
17.8
|
|
||||
Loss (gain) from class-action litigation settlement
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(12.6
|
)
|
||||
Other Special Items(ii)
|
|
7.3
|
|
|
1.7
|
|
|
14.7
|
|
|
1.9
|
|
||||
Pre-tax impact of Special Items
|
|
117.7
|
|
|
15.5
|
|
|
153.7
|
|
|
24.6
|
|
||||
Tax impact of Special Items and Tax Special Items(iii)
|
|
(17.9
|
)
|
|
3.6
|
|
|
(26.0
|
)
|
|
287.9
|
|
||||
Net impact of Special Items
|
|
$
|
99.8
|
|
|
$
|
19.1
|
|
|
$
|
127.7
|
|
|
$
|
312.5
|
|
Weighted average number of common shares outstanding - Diluted
|
|
155.3
|
|
|
160.6
|
|
|
155.3
|
|
|
162.5
|
|
||||
Loss per share impact from Special Items
|
|
$
|
(0.64
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(1.92
|
)
|
|
(i)
|
Other restructuring associated costs for three and six months ended June 30, 2019, primarily relate to fees paid to third-party consultants in support of Reinvent SEE and costs related to property consolidations resulting from Reinvent SEE.
|
(ii)
|
Other Special Items for the three and six months ended June 30, 2019, primarily included fees related to professional services.
|
(iii)
|
Refer to note 1 to the table below for a description of Special Items related to tax.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
U.S. GAAP Earnings before income tax provision from continuing operations
|
|
$
|
37.8
|
|
|
$
|
116.8
|
|
|
$
|
132.5
|
|
|
$
|
230.3
|
|
Pre-tax impact of Special Items
|
|
117.7
|
|
|
15.5
|
|
|
153.7
|
|
|
24.6
|
|
||||
Non-U.S. GAAP Adjusted Earnings before income tax provision from continuing operations
|
|
$
|
155.5
|
|
|
$
|
132.3
|
|
|
$
|
286.2
|
|
|
$
|
254.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. GAAP Income tax provision from continuing operations
|
|
$
|
12.3
|
|
|
$
|
33.5
|
|
|
$
|
42.7
|
|
|
$
|
355.0
|
|
Tax Special Items(1)
|
|
(10.9
|
)
|
|
(6.7
|
)
|
|
(11.7
|
)
|
|
(293.9
|
)
|
||||
Tax impact of Special Items
|
|
28.8
|
|
|
3.1
|
|
|
37.7
|
|
|
6.0
|
|
||||
Non-U.S. GAAP Adjusted Income tax provision from continuing operations
|
|
$
|
30.2
|
|
|
$
|
29.9
|
|
|
$
|
68.7
|
|
|
$
|
67.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. GAAP Effective income tax rate
|
|
32.5
|
%
|
|
28.7
|
%
|
|
32.2
|
%
|
|
154.1
|
%
|
||||
Non-U.S. GAAP Adjusted income tax rate
|
|
19.4
|
%
|
|
22.6
|
%
|
|
24.0
|
%
|
|
26.3
|
%
|
|
(1)
|
For the three and six months ended June 30, 2019, the Tax Special Items primarily include adjustments related to a U.S. audit assessment associated with foreign tax credit utilization in 2011. For the six months ended June 30, 2018, the Tax Special Items included $290 million of provisional tax expense for one-time tax on unrepatriated foreign earnings pursuant to the TCJA. Refer to Note 17, “Income Taxes,” of the Notes to Condensed Consolidated Financial Statements for additional information.
|
(In millions)
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Net sales
|
|
$
|
(40.8
|
)
|
|
$
|
(93.6
|
)
|
Cost of sales
|
|
30.4
|
|
|
67.6
|
|
||
Selling, general and administrative expenses
|
|
5.0
|
|
|
11.5
|
|
||
Net earnings
|
|
(1.9
|
)
|
|
(8.8
|
)
|
||
Adjusted EBITDA
|
|
(7.0
|
)
|
|
(17.1
|
)
|
|
|
Three Months Ended June 30,
|
|||||||||||||||||||||||||||||||||
(In millions)
|
|
North America
|
|
EMEA
|
|
South America
|
|
APAC
|
|
Total
|
|||||||||||||||||||||||||
2018 Net Sales
|
|
$
|
660.2
|
|
|
57.2
|
%
|
|
$
|
262.5
|
|
|
22.7
|
%
|
|
$
|
55.3
|
|
|
4.8
|
%
|
|
$
|
177.2
|
|
|
15.3
|
%
|
|
$
|
1,155.2
|
|
|
|
|
Price
|
|
(2.7
|
)
|
|
(0.4
|
)%
|
|
0.7
|
|
|
0.3
|
%
|
|
13.7
|
|
|
24.8
|
%
|
|
0.2
|
|
|
0.1
|
%
|
|
11.9
|
|
|
1.0
|
%
|
|||||
Volume(1)
|
|
10.9
|
|
|
1.6
|
%
|
|
(1.4
|
)
|
|
(0.6
|
)%
|
|
2.9
|
|
|
5.2
|
%
|
|
(7.1
|
)
|
|
(4.0
|
)%
|
|
5.3
|
|
|
0.5
|
%
|
|||||
Total organic change (non-U.S. GAAP)
|
|
8.2
|
|
|
1.2
|
%
|
|
(0.7
|
)
|
|
(0.3
|
)%
|
|
16.6
|
|
|
30.0
|
%
|
|
(6.9
|
)
|
|
(3.9
|
)%
|
|
17.2
|
|
|
1.5
|
%
|
|||||
Acquisition
|
|
21.3
|
|
|
3.3
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
8.1
|
|
|
4.6
|
%
|
|
29.4
|
|
|
2.5
|
%
|
|||||
Total constant dollar change (non-U.S. GAAP)
|
|
29.5
|
|
|
4.5
|
%
|
|
(0.7
|
)
|
|
(0.3
|
)%
|
|
16.6
|
|
|
30.0
|
%
|
|
1.2
|
|
|
0.7
|
%
|
|
46.6
|
|
|
4.0
|
%
|
|||||
Foreign currency translation
|
|
(1.1
|
)
|
|
(0.2
|
)%
|
|
(15.2
|
)
|
|
(5.8
|
)%
|
|
(15.7
|
)
|
|
(28.4
|
)%
|
|
(8.8
|
)
|
|
(5.0
|
)%
|
|
(40.8
|
)
|
|
(3.5
|
)%
|
|||||
Total change (U.S. GAAP)
|
|
28.4
|
|
|
4.3
|
%
|
|
(15.9
|
)
|
|
(6.1
|
)%
|
|
0.9
|
|
|
1.6
|
%
|
|
(7.6
|
)
|
|
(4.3
|
)%
|
|
5.8
|
|
|
0.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
2019 Net Sales
|
|
$
|
688.6
|
|
|
59.3
|
%
|
|
$
|
246.6
|
|
|
21.2
|
%
|
|
$
|
56.2
|
|
|
4.8
|
%
|
|
$
|
169.6
|
|
|
14.6
|
%
|
|
$
|
1,161.0
|
|
|
|
|
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||||
(In millions)
|
|
North America
|
|
EMEA
|
|
South America
|
|
APAC
|
|
Total
|
|||||||||||||||||||||||||
2018 Net Sales
|
|
$
|
1,299.2
|
|
|
56.8
|
%
|
|
$
|
520.4
|
|
|
22.8
|
%
|
|
$
|
114.3
|
|
|
5.0
|
%
|
|
$
|
352.3
|
|
|
15.4
|
%
|
|
$
|
2,286.2
|
|
|
|
|
Price
|
|
6.0
|
|
|
0.4
|
%
|
|
2.2
|
|
|
0.4
|
%
|
|
28.5
|
|
|
24.9
|
%
|
|
0.3
|
|
|
0.1
|
%
|
|
37.0
|
|
|
1.6
|
%
|
|||||
Volume(1)
|
|
(2.9
|
)
|
|
(0.2
|
)%
|
|
(4.4
|
)
|
|
(0.8
|
)%
|
|
2.8
|
|
|
2.5
|
%
|
|
(6.5
|
)
|
|
(1.9
|
)%
|
|
(11.0
|
)
|
|
(0.5
|
)%
|
|||||
Total organic change (non-U.S. GAAP)
|
|
3.1
|
|
|
0.2
|
%
|
|
(2.2
|
)
|
|
(0.4
|
)%
|
|
31.3
|
|
|
27.4
|
%
|
|
(6.2
|
)
|
|
(1.8
|
)%
|
|
26.0
|
|
|
1.1
|
%
|
|||||
Acquisitions
|
|
42.6
|
|
|
3.3
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
12.5
|
|
|
3.6
|
%
|
|
55.1
|
|
|
2.4
|
%
|
|||||
Total constant dollar change (non-U.S. GAAP)
|
|
45.7
|
|
|
3.5
|
%
|
|
(2.2
|
)
|
|
(0.4
|
)%
|
|
31.3
|
|
|
27.4
|
%
|
|
6.3
|
|
|
1.8
|
%
|
|
81.1
|
|
|
3.5
|
%
|
|||||
Foreign currency translation
|
|
(4.1
|
)
|
|
(0.3
|
)%
|
|
(35.8
|
)
|
|
(6.9
|
)%
|
|
(34.6
|
)
|
|
(30.3
|
)%
|
|
(19.1
|
)
|
|
(5.4
|
)%
|
|
(93.6
|
)
|
|
(4.0
|
)%
|
|||||
Total change (U.S. GAAP)
|
|
41.6
|
|
|
3.2
|
%
|
|
(38.0
|
)
|
|
(7.3
|
)%
|
|
(3.3
|
)
|
|
(2.9
|
)%
|
|
(12.8
|
)
|
|
(3.6
|
)%
|
|
(12.5
|
)
|
|
(0.5
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
2019 Net Sales
|
|
$
|
1,340.8
|
|
|
59.0
|
%
|
|
$
|
482.4
|
|
|
21.2
|
%
|
|
$
|
111.0
|
|
|
4.9
|
%
|
|
$
|
339.5
|
|
|
14.9
|
%
|
|
$
|
2,273.7
|
|
|
|
|
(1)
|
Our volume reported above includes the net impact of changes in unit volume as well as the period-to-period change in the mix of products sold.
|
|
|
Three Months Ended June 30,
|
|||||||||||||||||||
(In millions)
|
|
Food Care
|
|
Product Care
|
|
Total Company
|
|||||||||||||||
2018 Net Sales
|
|
$
|
713.0
|
|
|
61.7
|
%
|
|
$
|
442.2
|
|
|
38.3
|
%
|
|
$
|
1,155.2
|
|
|
|
|
Price
|
|
9.5
|
|
|
1.3
|
%
|
|
2.4
|
|
|
0.5
|
%
|
|
11.9
|
|
|
1.0
|
%
|
|||
Volume(1)
|
|
16.7
|
|
|
2.4
|
%
|
|
(11.4
|
)
|
|
(2.5
|
)%
|
|
5.3
|
|
|
0.5
|
%
|
|||
Total organic change (non-U.S. GAAP)
|
|
26.2
|
|
|
3.7
|
%
|
|
(9.0
|
)
|
|
(2.0
|
)%
|
|
17.2
|
|
|
1.5
|
%
|
|||
Acquisitions
|
|
3.0
|
|
|
0.4
|
%
|
|
26.4
|
|
|
5.9
|
%
|
|
29.4
|
|
|
2.5
|
%
|
|||
Total constant dollar change (non-U.S.GAAP)
|
|
29.2
|
|
|
4.1
|
%
|
|
17.4
|
|
|
3.9
|
%
|
|
46.6
|
|
|
4.0
|
%
|
|||
Foreign currency translation
|
|
(31.2
|
)
|
|
(4.4
|
)%
|
|
(9.6
|
)
|
|
(2.1
|
)%
|
|
(40.8
|
)
|
|
(3.5
|
)%
|
|||
Total change (U.S. GAAP)
|
|
(2.0
|
)
|
|
(0.3
|
)%
|
|
7.8
|
|
|
1.8
|
%
|
|
5.8
|
|
|
0.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2019 Net Sales
|
|
$
|
711.0
|
|
|
61.2
|
%
|
|
$
|
450.0
|
|
|
38.8
|
%
|
|
$
|
1,161.0
|
|
|
|
|
|
Six Months Ended June 30,
|
|||||||||||||||||||
(In millions)
|
|
Food Care
|
|
Product Care
|
|
Total Company
|
|||||||||||||||
2018 Net Sales
|
|
$
|
1,409.3
|
|
|
61.6
|
%
|
|
$
|
876.9
|
|
|
38.4
|
%
|
|
$
|
2,286.2
|
|
|
|
|
Price
|
|
30.5
|
|
|
2.1
|
%
|
|
6.5
|
|
|
0.7
|
%
|
|
37.0
|
|
|
1.6
|
%
|
|||
Volume(1)
|
|
19.5
|
|
|
1.4
|
%
|
|
(30.5
|
)
|
|
(3.4
|
)%
|
|
(11.0
|
)
|
|
(0.5
|
)%
|
|||
Total organic change (non-U.S. GAAP)
|
|
50.0
|
|
|
3.5
|
%
|
|
(24.0
|
)
|
|
(2.7
|
)%
|
|
26.0
|
|
|
1.1
|
%
|
|||
Acquisitions
|
|
3.0
|
|
|
0.3
|
%
|
|
52.1
|
|
|
5.9
|
%
|
|
55.1
|
|
|
2.4
|
%
|
|||
Total constant dollar change (non-U.S.GAAP)
|
|
53.0
|
|
|
3.8
|
%
|
|
28.1
|
|
|
3.2
|
%
|
|
81.1
|
|
|
3.5
|
%
|
|||
Foreign currency translation
|
|
(71.3
|
)
|
|
(5.1
|
)%
|
|
(22.3
|
)
|
|
(2.5
|
)%
|
|
(93.6
|
)
|
|
(4.0
|
)%
|
|||
Total change (U.S. GAAP)
|
|
(18.3
|
)
|
|
(1.3
|
)%
|
|
5.8
|
|
|
0.7
|
%
|
|
(12.5
|
)
|
|
(0.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2019 Net Sales
|
|
$
|
1,391.0
|
|
|
61.2
|
%
|
|
$
|
882.7
|
|
|
38.8
|
%
|
|
$
|
2,273.7
|
|
|
|
|
(1)
|
Our volume reported above includes the net impact of changes in unit volume as well as the period-to-period change in the mix of products sold.
|
•
|
higher volume of $17 million, primarily in North America;
|
•
|
favorable price impact of $9 million, primarily in South America driven by US dollar-based indexed price, partially offset in North America; and
|
•
|
contributions from acquisition activity of $3 million.
|
•
|
favorable price impact of $30 million, primarily in South America, driven by US dollar-based indexed pricing;
|
•
|
higher volume of $20 million, particularly in North America with positive volume trends also in South America and APAC, slightly offset by EMEA; and
|
•
|
contributions from acquisition activity of $3 million.
|
•
|
$26 million related to an increase in sales due to the AFP acquired business; and
|
•
|
favorable price impact of $2 million, primarily in North America.
|
•
|
lower volume of $11 million across all regions.
|
•
|
$52 million related to an increase in sales due to the AFP acquired business; and
|
•
|
favorable price impact of $7 million, primarily in North America.
|
•
|
lower volume of $31 million, primarily in North America and APAC.
|
|
|
Three Months Ended
June 30, |
|
%
|
|
Six Months Ended
June 30, |
|
%
|
||||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
Net sales
|
|
$
|
1,161.0
|
|
|
$
|
1,155.2
|
|
|
0.5
|
%
|
|
$
|
2,273.7
|
|
|
$
|
2,286.2
|
|
|
(0.5
|
)%
|
Cost of sales
|
|
782.7
|
|
|
791.7
|
|
|
(1.1
|
)%
|
|
1,530.2
|
|
|
1,548.7
|
|
|
(1.2
|
)%
|
||||
As a % of net sales
|
|
67.4
|
%
|
|
68.5
|
%
|
|
|
|
67.3
|
%
|
|
67.7
|
%
|
|
|
|
|
Three Months Ended
June 30, |
|
%
|
|
Six Months Ended
June 30, |
|
%
|
||||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
Selling, general and administrative expenses
|
|
$
|
266.2
|
|
|
$
|
192.8
|
|
|
38.1
|
%
|
|
$
|
478.3
|
|
|
$
|
386.8
|
|
|
23.7
|
%
|
As a % of net sales
|
|
22.9
|
%
|
|
16.7
|
%
|
|
|
|
21.0
|
%
|
|
16.9
|
%
|
|
|
|
|
Three Months Ended
June 30, |
|
%
|
|
Six Months Ended
June 30, |
|
%
|
||||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
Amortization expense of intangible assets acquired
|
|
$
|
4.4
|
|
|
$
|
3.4
|
|
|
29.4
|
%
|
|
$
|
9.0
|
|
|
$
|
7.3
|
|
|
23.3
|
%
|
As a % of net sales
|
|
0.4
|
%
|
|
0.3
|
%
|
|
|
|
0.4
|
%
|
|
0.3
|
%
|
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||
Interest expense on our various debt instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term Loan A due July 2023(1)
|
|
$
|
2.1
|
|
|
$
|
2.4
|
|
|
$
|
(0.3
|
)
|
|
$
|
4.3
|
|
|
$
|
4.7
|
|
|
$
|
(0.4
|
)
|
Revolving credit facility due July 2023(1)
|
|
0.3
|
|
|
0.6
|
|
|
(0.3
|
)
|
|
0.7
|
|
|
1.2
|
|
|
(0.5
|
)
|
||||||
6.50% Senior Notes due December 2020
|
|
7.1
|
|
|
7.0
|
|
|
0.1
|
|
|
14.1
|
|
|
14.0
|
|
|
0.1
|
|
||||||
4.875% Senior Notes due December 2022
|
|
5.4
|
|
|
5.3
|
|
|
0.1
|
|
|
10.8
|
|
|
10.7
|
|
|
0.1
|
|
||||||
5.25% Senior Notes due April 2023
|
|
5.8
|
|
|
5.7
|
|
|
0.1
|
|
|
11.6
|
|
|
11.5
|
|
|
0.1
|
|
||||||
4.50% Senior Notes due September 2023
|
|
5.2
|
|
|
5.4
|
|
|
(0.2
|
)
|
|
10.4
|
|
|
11.1
|
|
|
(0.7
|
)
|
||||||
5.125% Senior Notes due December 2024
|
|
5.6
|
|
|
5.6
|
|
|
—
|
|
|
11.2
|
|
|
11.2
|
|
|
—
|
|
||||||
5.50% Senior Notes due September 2025
|
|
5.6
|
|
|
5.6
|
|
|
—
|
|
|
11.2
|
|
|
11.2
|
|
|
—
|
|
||||||
6.875% Senior Notes due July 2033
|
|
7.7
|
|
|
7.7
|
|
|
—
|
|
|
15.5
|
|
|
15.5
|
|
|
—
|
|
||||||
Other interest expense
|
|
4.6
|
|
|
4.6
|
|
|
—
|
|
|
9.0
|
|
|
8.7
|
|
|
0.3
|
|
||||||
Less: capitalized interest
|
|
(2.1
|
)
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|
(3.9
|
)
|
|
(3.7
|
)
|
|
(0.2
|
)
|
||||||
Less: interest income
|
|
(4.1
|
)
|
|
(3.9
|
)
|
|
(0.2
|
)
|
|
(6.8
|
)
|
|
(9.6
|
)
|
|
2.8
|
|
||||||
Total
|
|
$
|
43.2
|
|
|
$
|
44.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
88.1
|
|
|
$
|
86.5
|
|
|
$
|
1.6
|
|
|
(1)
|
On July 12, 2018, the Company and certain of its subsidiaries entered into the Third Amended and Restated Credit Agreement. On August 1, 2019, the Company and certain of its subsidiaries entered into amendment No. 2 to the Third Amended and Restated Agreement. See Note 13, "Debt and Credit Facilities," of the Notes to Condensed Consolidated Financial Statements for further details.
|
•
|
The actual mix of earnings by jurisdiction could fluctuate from the Company’s projection;
|
•
|
The tax effects of discrete items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute of limitations expirations and changes in tax regulations, which are reflected in the period in which they occur; and
|
•
|
Any future legislative changes, and any related additional tax optimization efforts to address these changes.
|
|
|
Three Months Ended
June 30, |
|
%
|
|
Six Months Ended
June 30, |
|
%
|
||||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
Net earnings (loss) from continuing operations
|
|
$
|
25.5
|
|
|
$
|
83.3
|
|
|
(69.4
|
)%
|
|
$
|
89.8
|
|
|
$
|
(124.7
|
)
|
|
(172.0
|
)%
|
|
|
Three Months Ended
June 30, |
|
%
|
|
Six Months Ended
June 30, |
|
%
|
||||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
Food Care
|
|
$
|
155.6
|
|
|
$
|
135.4
|
|
|
14.9
|
%
|
|
$
|
298.5
|
|
|
$
|
270.1
|
|
|
10.5
|
%
|
Adjusted EBITDA Margin
|
|
21.9
|
%
|
|
19.0
|
%
|
|
|
|
|
21.5
|
%
|
|
19.2
|
%
|
|
|
|
||||
Product Care
|
|
84.0
|
|
|
78.5
|
|
|
7.0
|
%
|
|
159.0
|
|
|
156.9
|
|
|
1.3
|
%
|
||||
Adjusted EBITDA Margin
|
|
18.7
|
%
|
|
17.8
|
%
|
|
|
|
|
18.0
|
%
|
|
17.9
|
%
|
|
|
|
||||
Corporate
|
|
(2.9
|
)
|
|
3.6
|
|
|
(180.6
|
)%
|
|
(5.0
|
)
|
|
(4.7
|
)
|
|
6.4
|
%
|
||||
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations
|
|
$
|
236.7
|
|
|
$
|
217.5
|
|
|
8.8
|
%
|
|
$
|
452.5
|
|
|
$
|
422.3
|
|
|
7.2
|
%
|
Adjusted EBITDA Margin
|
|
20.4
|
%
|
|
18.8
|
%
|
|
|
|
|
19.9
|
%
|
|
18.5
|
%
|
|
|
|
•
|
Price cost spread of $8 million and restructuring savings of $10 million both of which benefited from our Reinvent SEE actions; and
|
•
|
Business growth including $6 million from higher volume.
|
•
|
Price cost spread of $26 million and restructuring savings of $17 million, both of which benefited from our Reinvent SEE actions; and
|
•
|
Business growth including $6 million from higher volume.
|
•
|
Higher operating costs of $7 million, including labor inflation and investment in the business as well as benefits from our Reinvent SEE actions.
|
•
|
Price cost spread of $11 million and restructuring savings of $7 million, both of which benefited from our Reinvent SEE actions; and
|
•
|
Contributions from recent acquisitions of $1 million.
|
•
|
Higher operating costs of $8 million including labor inflation, investment in the business, and non-material manufacturing costs as well as benefits from our Reinvent SEE actions; and
|
•
|
lower volume of $4 million, primarily driven by economic headwinds, particularly in the industrial sector.
|
•
|
Price cost spread of $15 million and restructuring savings of $11 million, both benefited from our Reinvent SEE actions; and
|
•
|
Contributions from recent acquisitions of $1 million.
|
•
|
Higher operating costs of $9 million, including labor inflation, investment in the business, and non-material manufacturing costs as well as benefits from our Reinvent SEE actions; and
|
•
|
lower volume of $12 million, primarily driven by economic headwinds, particularly in the industrial sector.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net earnings (loss) from continuing operations
|
|
$
|
25.5
|
|
|
$
|
83.3
|
|
|
$
|
89.8
|
|
|
$
|
(124.7
|
)
|
Interest expense, net
|
|
43.2
|
|
|
44.5
|
|
|
88.1
|
|
|
86.5
|
|
||||
Income tax provision
|
|
12.3
|
|
|
33.5
|
|
|
42.7
|
|
|
355.0
|
|
||||
Depreciation and amortization, net of adjustments(1)
|
|
38.0
|
|
|
40.7
|
|
|
78.2
|
|
|
80.9
|
|
||||
Special Items:
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges(2)
|
|
29.3
|
|
|
7.1
|
|
|
36.7
|
|
|
15.7
|
|
||||
Other restructuring associated costs(3)
|
|
21.3
|
|
|
(0.4
|
)
|
|
38.0
|
|
|
1.8
|
|
||||
Foreign currency exchange loss due to highly inflationary economies
|
|
1.3
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Charges related to the Novipax settlement agreement
|
|
59.0
|
|
|
—
|
|
|
59.0
|
|
|
—
|
|
||||
(Income) charges related to acquisition and divestiture activity
|
|
(0.5
|
)
|
|
7.0
|
|
|
3.2
|
|
|
17.8
|
|
||||
Loss (gain) from class-action litigation settlement
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(12.6
|
)
|
||||
Other Special Items(4)
|
|
7.3
|
|
|
1.7
|
|
|
14.7
|
|
|
1.9
|
|
||||
Pre-tax impact of Special Items
|
|
117.7
|
|
|
15.5
|
|
|
153.7
|
|
|
24.6
|
|
||||
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations
|
|
$
|
236.7
|
|
|
$
|
217.5
|
|
|
$
|
452.5
|
|
|
$
|
422.3
|
|
|
(1)
|
Depreciation and amortization by segment is as follows:
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Food Care
|
|
$
|
25.0
|
|
|
$
|
27.2
|
|
|
$
|
51.2
|
|
|
$
|
54.1
|
|
Product Care
|
|
13.1
|
|
|
13.6
|
|
|
28.0
|
|
|
27.1
|
|
||||
Total Company depreciation and amortization(i)
|
|
38.1
|
|
|
40.8
|
|
|
79.2
|
|
|
81.2
|
|
||||
Depreciation and amortization adjustments
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(1.0
|
)
|
|
(0.3
|
)
|
||||
Depreciation and amortization, net of adjustments
|
|
$
|
38.0
|
|
|
$
|
40.7
|
|
|
$
|
78.2
|
|
|
$
|
80.9
|
|
|
(i)
|
Includes share-based incentive compensation of $5 million and $13 million for the three and six months ended June 30, 2019, respectively, and $8 million and $15 million for the three and six months ended June 30, 2018, respectively.
|
(2)
|
Restructuring charges by segment were as follows:
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Food Care
|
|
$
|
18.6
|
|
|
$
|
1.5
|
|
|
$
|
22.4
|
|
|
$
|
6.1
|
|
Product Care
|
|
10.7
|
|
|
5.6
|
|
|
14.3
|
|
|
9.6
|
|
||||
Total Company restructuring charges
|
|
$
|
29.3
|
|
|
$
|
7.1
|
|
|
$
|
36.7
|
|
|
$
|
15.7
|
|
(3)
|
Other restructuring associated costs for three and six months ended June 30, 2019, primarily relate to fees paid to third-party consultants in support of Reinvent SEE and costs related to property consolidations resulting from Reinvent SEE.
|
(4)
|
Other Special Items for the three and six months ended June 30, 2019, primarily included fees related to professional services.
|
|
|
|
|
|
||||
(In millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
|
$
|
222.2
|
|
|
$
|
271.7
|
|
|
|
Moody’s Investor
Services
|
|
Standard
& Poor’s
|
Corporate Rating
|
|
Ba2
|
|
BB+
|
Senior Unsecured Rating
|
|
Ba3
|
|
BB+
|
Senior Secured Credit Facility Rating
|
|
Baa3
|
|
BBB-
|
Outlook
|
|
Stable
|
|
Stable
|
|
|
|
|
|
||||
(In millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Short-term borrowings
|
|
$
|
265.3
|
|
|
$
|
232.8
|
|
Current portion of long-term debt
|
|
31.6
|
|
|
4.9
|
|
||
Total current debt
|
|
296.9
|
|
|
237.7
|
|
||
Total long-term debt, less current portion(1)
|
|
3,291.7
|
|
|
3,236.5
|
|
||
Total debt
|
|
3,588.6
|
|
|
3,474.2
|
|
||
Less: Cash and cash equivalents
|
|
(222.2
|
)
|
|
(271.7
|
)
|
||
Net Debt
|
|
$
|
3,366.4
|
|
|
$
|
3,202.5
|
|
|
(1)
|
Amounts are net of unamortized discounts and debt issuance costs of $22 million as June 30, 2019 and $24 million as of December 31, 2018.
|
|
|
Six Months Ended
June 30, |
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
|
$
|
169.3
|
|
|
$
|
36.6
|
|
Net cash used in investing activities
|
|
(124.4
|
)
|
|
(80.8
|
)
|
||
Net cash used in financing activities
|
|
(98.2
|
)
|
|
(362.7
|
)
|
||
Effect of foreign currency exchange rate changes on cash and cash equivalents
|
|
3.8
|
|
|
(7.0
|
)
|
|
|
Six Months Ended
June 30, |
|
|
||||||||
(In millions)
|
|
2019
|
|
2018
|
|
Change
|
||||||
Cash flow provided by operating activities
|
|
$
|
169.3
|
|
|
$
|
36.6
|
|
|
$
|
132.7
|
|
Capital expenditures
|
|
(94.5
|
)
|
|
(73.7
|
)
|
|
(20.8
|
)
|
|||
Free cash flow(1)
|
|
$
|
74.8
|
|
|
$
|
(37.1
|
)
|
|
$
|
111.9
|
|
|
(1)
|
Free cash flow was $(5) million in the six months ended June 30, 2018 excluding the payment of charges related to the sale of Diversey and efforts to address related stranded costs of $33 million.
|
•
|
$91 million of net earnings, as well as $90 million of non-cash adjustments to reconcile net earnings to net cash provided by operating activities primarily including depreciation and amortization, share-based incentive compensation expenses and profit sharing expenses; and
|
•
|
$52 million of changes in other liabilities and assets balances. This activity reflects timing of accrued liabilities including accrued restructuring, taxes payable and various other liabilities including the accrued settlement to Novipax.
|
•
|
$63 million of changes in working capital, including an increase in inventory reflecting the timing of raw material purchases as well as a decrease to accounts payable.
|
•
|
$73 million change in tax payable/receivable balances. This activity reflects an increase of provisional tax expense for the one-time tax on unrepatriated foreign earnings pursuant to the TCJA.
|
•
|
$86 million of net loss, which was offset by $122 million of non-cash adjustments to reconcile net earnings to net cash provided by operating activities, primarily attributable to an increase in deferred taxes, depreciation and amortization, share-based incentive compensation expenses and profit sharing expenses;
|
•
|
$58 million of changes in working capital, as a result of an increase in inventory partially offset by increases in accounts payable and a decrease in net trade receivables. This activity reflects the timing of inventory purchases and an increase in inventory stock due to an increase in sales year over year; and
|
•
|
$14 million of changes in other liabilities and assets. This activity primarily reflects a one-time payment in lieu of certain future royalty payments and the timing of incentive compensation payments.
|
•
|
capital expenditures of $95 million;
|
•
|
$23 million for acquisition activity during the quarter; and
|
•
|
$7 million related to settlements of foreign currency forward contracts and other investing activity.
|
•
|
capital expenditures of $74 million;
|
•
|
an increase in cost method investments of $8 million; and
|
•
|
$8 million related to proceeds from the sale of businesses and working capital adjustments for acquisitions.
|
•
|
repurchases of common stock of $67 million;
|
•
|
payments of quarterly dividends of $50 million; and
|
•
|
netting of common stock for tax withholding obligations relating to stock-based compensation of $11 million.
|
•
|
an increase in net proceeds from borrowings of $29 million primarily due to draws on our local lines of credit for use of working capital as well as new lease activity.
|
•
|
repurchases of common stock of $408 million;
|
•
|
payments of quarterly dividends of $54 million; and
|
•
|
acquisition of common stock for tax withholding obligations relating to stock-based compensation of $6 million.
|
•
|
an increase in borrowings of $106 million primarily due to an increase in borrowings under our accounts receivable securitization programs.
|
(In millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Change
|
||||||
Working capital (current assets less current liabilities)
|
|
$
|
(10.8
|
)
|
|
$
|
66.2
|
|
|
$
|
(77.0
|
)
|
Current ratio (current assets divided by current liabilities)
|
|
1.0x
|
|
|
1.0x
|
|
|
|
||||
Quick ratio (current assets, less inventories divided by current liabilities)
|
|
0.6x
|
|
|
0.7x
|
|
|
|
•
|
a decrease in cash and cash equivalents of $50 million related primarily to investing and financing activities, including the payment of dividends and repurchases of our common stock, partially offset by cash generated from operations;
|
•
|
an increase in current portion of long-term debt of $27 million and short-term borrowings of $33 million due to the recognition of operating leases resulting from the adoption of ASU 2016-02 and a net increase in borrowings under our revolving credit facility and accounts receivable securitization programs; and
|
•
|
an increase in other current liabilities of $32 million, reflecting the timing of accrued liabilities including the accrued settlement payment to Novipax, taxes payable and various other liabilities.
|
•
|
an increase in inventories, net of $51 million due to the timing of inventory purchases and an inventory stock build to meet forecasted demand as well as an increase in safety stock
|
•
|
net earnings of $91 million;
|
•
|
stock issued for profit sharing contribution paid in stock of $22 million;
|
•
|
miscellaneous less material impacts including cumulative translation adjustment of $6 million, effect of share-based incentive compensation of $3 million, recognition of pension items, net of taxes of $2 million and unrealized gains on derivative instruments of $1 million.
|
•
|
a net increase in shares held in treasury of $67 million; and
|
•
|
dividends paid and accrued on our common stock of $50 million.
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share
|
|
Total Number of
Shares Purchased as
Part of Announced Plans or Programs
|
|
Maximum Approximate Dollar
Value of Shares that May
Yet be Purchased Under the Plans or Programs
|
||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
||||||
Balance as of March 31, 2019
|
|
|
|
|
|
|
|
$
|
757,246,697
|
|
||||
April 1, 2019 through April 30, 2019
|
|
9,194
|
|
|
$
|
—
|
|
|
—
|
|
|
757,246,697
|
|
|
May 1, 2019 through May 31, 2019
|
|
1,166,362
|
|
|
$
|
42.98
|
|
|
1,154,047
|
|
|
707,648,181
|
|
|
June 1, 2019 through June 30, 2019
|
|
12,310
|
|
|
$
|
—
|
|
|
—
|
|
|
707,648,181
|
|
|
Total
|
|
1,187,866
|
|
|
|
|
1,154,047
|
|
|
$
|
707,648,181
|
|
|
(1)
|
On July 9, 2015, the Board of Directors authorized a stock repurchase program to repurchase up to $1.5 billion of the Company’s issued and outstanding common stock. This program replaced the previous stock repurchase program approved in August 2007. On March 25, 2017, the Board of Directors authorized up to an additional $1.5 billion of repurchases of the Company’s outstanding common stock under such program. Additionally, on May 2, 2018, the Board of Directors increased the share repurchase program authorization to $1.0 billion. This new program has no expiration date and replaced the previous authorizations. We from time to time acquire shares by means of (i) open market transactions, including through plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and privately negotiated transactions, including accelerated share repurchase programs, pursuant to our publicly announced program described above, (ii) shares withheld from awards under our Omnibus Incentive Plan pursuant to the provision thereof that permits tax withholding obligations or other legally required charges to be satisfied by having us withhold shares from an award under that plan and (iii) shares reacquired pursuant to the forfeiture provision of our Omnibus Incentive Plan. We report price calculations in column (b) in the table above only for shares purchased as part of our publicly announced program, when applicable. For shares withheld for minimum tax withholding obligations or other legally required charges, we withhold shares at a price equal to their fair market value. We do not make payments for shares reacquired by the Company pursuant to the forfeiture provision of the Omnibus Incentive Plan as those shares are simply forfeited.
|
Period
|
|
Shares withheld
for tax obligations and charges
|
|
Average withholding
price for shares in column (a)
|
|
Forfeitures under
Omnibus Incentive Plan
|
|
Total
|
|||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|||||
April 2019
|
|
2,016
|
|
|
$
|
45.95
|
|
|
7,178
|
|
|
9,194
|
|
May 2019
|
|
1,262
|
|
|
$
|
46.62
|
|
|
11,053
|
|
|
12,315
|
|
June 2019
|
|
2,658
|
|
|
$
|
45.65
|
|
|
9,652
|
|
|
12,310
|
|
Total
|
|
5,936
|
|
|
|
|
27,883
|
|
|
33,819
|
|
Exhibit
Number
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
10.1
|
|
|
10.2
|
|
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
Sealed Air Corporation
|
||
|
|
|
|
Date: August 2, 2019
|
By:
|
|
/s/ James M. Sullivan
|
|
|
|
James M. Sullivan
|
|
|
|
Chief Financial Officer
|
|
|
Page
|
|
ARTICLE 1 Definitions
|
|
1
|
|
1.1
|
Definitions.
|
1
|
|
1.2
|
Accounting Terms.
|
2
|
|
ARTICLE 2 Purchase and Sale
|
2
|
|
|
2.1
|
Purchase and Sale.
|
2
|
|
2.2
|
Purchase Price.
|
2
|
|
2.3
|
Estimated Purchase Price; Payments at the Closing.
|
2
|
|
2.4
|
Post-Closing Adjustment.
|
4
|
|
2.5
|
Consent to Transactions.
|
8
|
|
2.6
|
Required Withholding.
|
8
|
|
ARTICLE 3 Representations and Warranties Concerning the Transaction
|
9
|
|
|
3.1
|
Organization, Authority; Capacity and Representation.
|
9
|
|
3.2
|
Ownership of Shares.
|
10
|
|
3.3
|
Execution and Delivery; Enforceability.
|
10
|
|
3.4
|
Noncontravention.
|
10
|
|
3.5
|
Legal Proceedings.
|
11
|
|
3.6
|
Brokerage.
|
11
|
|
3.7
|
No Additional Representations.
|
11
|
|
ARTICLE 4 Representations and Warranties Concerning the Acquired Companies
|
12
|
|
|
4.1
|
Organization and Good Standing; Authority; Enforceability.
|
12
|
|
4.2
|
Capitalization.
|
13
|
|
4.3
|
Other Ventures.
|
14
|
|
4.4
|
Noncontravention.
|
14
|
|
4.5
|
Financial Statements.
|
15
|
|
4.6
|
Absence of Certain Changes or Events.
|
17
|
|
4.7
|
Taxes.
|
19
|
|
4.8
|
Employees.
|
21
|
|
4.9
|
Employee Benefit Plans and Other Compensation Arrangements.
|
23
|
|
4.10
|
Permits; Compliance with Laws.
|
27
|
|
4.11
|
Real and Personal Properties.
|
28
|
|
4.12
|
Intellectual Property.
|
29
|
|
4.13
|
Contracts.
|
32
|
|
4.14
|
Litigation
|
34
|
|
4.15
|
Insurance.
|
35
|
|
4.16
|
Environmental Matters.
|
35
|
|
4.17
|
Related Party Transactions.
|
36
|
|
4.18
|
Product Warranty.
|
36
|
|
4.19
|
Material Customers and Suppliers.
|
37
|
|
4.20
|
Brokerage.
|
37
|
|
4.21
|
Trade Regulation.
|
37
|
|
4.22
|
Privacy and Security
|
38
|
|
4.23
|
No Additional Representations.
|
39
|
|
ARTICLE 5 Representations and Warranties of Buyer
|
40
|
|
|
5.1
|
Organization; Authorization.
|
40
|
|
5.2
|
Execution and Delivery; Enforceability.
|
40
|
|
5.3
|
Noncontravention.
|
40
|
|
5.4
|
Investment Intent; Restricted LLC Interests.
|
41
|
|
5.5
|
Sufficiency of Funds.
|
41
|
|
5.6
|
Solvency.
|
42
|
|
5.7
|
Brokerage.
|
42
|
|
5.8
|
Due Diligence Investigation.
|
42
|
|
ARTICLE 6 Conditions Precedent
|
42
|
|
|
6.1
|
Conditions to Buyer’s Obligation.
|
42
|
|
6.2
|
Conditions to the Seller Parties’ Obligation.
|
45
|
|
6.3
|
Frustration of Closing Conditions.
|
47
|
|
ARTICLE 7 The Closing
|
|
47
|
|
ARTICLE 8 Additional Covenants and Agreements
|
48
|
|
|
8.1
|
Pre-Closing Covenants and Agreements.
|
48
|
|
8.2
|
Miscellaneous Covenants.
|
52
|
|
8.3
|
No Shop.
|
57
|
|
8.4
|
Seller Release.
|
57
|
|
8.5
|
Acquired Company Engagements; Privileged Information.
|
58
|
|
8.6
|
Employee and Employee Benefit Matters.
|
59
|
|
8.7
|
Confidentiality.
|
63
|
|
ARTICLE 9 Tax Matters
|
|
63
|
|
9.1
|
Apportionment of Taxes.
|
63
|
|
9.2
|
Tax Returns.
|
64
|
|
9.3
|
Controversies.
|
65
|
|
9.4
|
Cooperation.
|
66
|
|
9.5
|
Allocation of Purchase Price.
|
66
|
|
9.6
|
Transfer Taxes.
|
67
|
|
9.7
|
Tax Sharing Agreements.
|
67
|
|
ARTICLE 10 Certain Definitions
|
67
|
|
|
ARTICLE 11 Construction; Miscellaneous Provisions
|
82
|
|
|
11.1
|
No Survival.
|
82
|
|
11.2
|
Notices.
|
83
|
|
11.3
|
Entire Agreement.
|
85
|
|
11.4
|
Modification.
|
85
|
|
11.5
|
Jurisdiction and Venue.
|
85
|
|
11.6
|
Enforcement.
|
85
|
|
11.7
|
Binding Effect.
|
86
|
|
11.8
|
Headings.
|
86
|
|
11.9
|
Number and Gender; Inclusion; Interpretation.
|
86
|
|
11.10
|
Counterparts.
|
87
|
|
11.11
|
Third Parties.
|
87
|
|
11.12
|
Disclosure Letter and Exhibits.
|
87
|
|
11.13
|
Construction.
|
88
|
|
11.14
|
Governing Law.
|
88
|
|
11.15
|
Non-Recourse.
|
88
|
|
11.16
|
No Assignments.
|
88
|
|
|
|
|
|
EXHIBITS:
|
|
|
|
Exhibit A:
|
Working Capital Calculation
|
|
|
|
|
|
Exhibit B:
|
Form of Escrow Agreement
|
|
|
|
|
|
|
Exhibit C:
|
Representation and Warranty Policy
|
|
(a)
|
Five Hundred Ten Million Dollars ($510,000,000);
|
(b)
|
plus an amount equal to the Closing Cash;
|
(c)
|
minus an amount equal to the Closing Indebtedness;
|
(d)
|
plus the amount, if any, by which the Closing Working Capital exceeds the Working Capital Target, or minus the amount, if any, by which the Working Capital Target exceeds the Closing Working Capital;
|
(e)
|
minus an amount equal to the Transaction Bonuses; and
|
(f)
|
minus an amount equal to the Selling Expenses.
|
(b)
|
If to Sellers’ Representative or the Seller Parties or any Seller Party:
|
(c)
|
If to the Company (prior to the Closing):
|
By:
|
|
/S/ William G. Stiehl
|
Name:
|
|
William G. Stiehl
|
Its:
|
|
Senior Vice President and Chief Financial Officer
|
By:
|
|
/S/ Cliff A. Brehm
|
Name:
|
|
Cliff A. Brehm
|
Its:
|
|
President
|
By:
|
|
/S/ David E. Goessler
|
Name:
|
|
David E. Goessler
|
Its:
|
|
Treasurer
|
By:
|
|
/S/ Bernard Lerner
|
|
|
Bernard Lerner, Trustee
|
By:
|
|
/S/ Roy A. Krall
|
|
|
Roy A. Krall, Trustee
|
By:
|
|
/S/ Roy A. Krall
|
|
|
Roy A. Krall, Trustee
|
By:
|
|
/S/ Matthew A. Lerner
|
|
|
Matthew A. Lerner, Trustee
|
By:
|
|
/S/ Daryl D. Manzetti
|
|
|
Daryl D. Manzetti, Trustee
|
By:
|
|
/S/ Daryl D. Manzetti
|
|
|
Daryl D. Manzetti, Trustee
|
By:
|
|
/S/ Matthew A. Lerner
|
|
|
Matthew A. Lerner, Trustee
|
By:
|
|
/S/ Matthew A. Lerner
|
|
|
Matthew A. Lerner, Trustee
|
By:
|
|
/S/ Thomas Dunlap
|
|
|
Thomas Dunlap, Trustee
|
By:
|
|
/S/ Thomas Dunlap
|
|
|
Thomas Dunlap, Trustee
|
By:
|
|
/S/ Daryl D. Manzetti
|
|
|
Daryl D. Manzetti, Trustee
|
By:
|
|
/S/ Clifford A. Brehm
|
|
|
Clifford A. Brehm, Trustee
|
By:
|
|
/S/ Nels Carlson
|
Name:
|
|
Nels Carlson
|
Its:
|
|
Managing Director
|
|
|
/S/ Thomas J. Dunlap
|
|
|
Thomas J. Dunlap
|
|
|
/S/ Jessica Lerner
|
|
|
Jessica Lerner
|
|
|
/S/ David Lerner
|
|
|
David Lerner
|
|
|
/S/ Maia Dunlap
|
|
|
Maia Dunlap
|
|
|
/S/ Eliana Dunlap
|
|
|
Eliana Dunlap
|
By:
|
|
/S/ David E. Goessler
|
Name:
|
|
David E. Goessler
|
Its:
|
|
Treasurer
|
/S/ EDWARD L. DOHENY II
|
Edward L. Doheny II
|
President and Chief Executive Officer
|
|
/S/ JAMES M. SULLIVAN
|
James M. Sullivan
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
|
|
/S/ EDWARD L. DOHENY II
|
|
|
|
Edward L. Doheny II
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Date: August 2, 2019
|
|
|
|
|
|
|
|
By:
|
|
|
/S/ JAMES M. SULLIVAN
|
|
|
|
James M. Sullivan
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Date: August 2, 2019
|
|
|
|