Delaware | 1-12139 | 65-0654331 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2415 Cascade Pointe Boulevard | ||
Charlotte, North Carolina | 28208 | |
(Address of Principal Executive Offices) | (Zip Code) |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit Number | Description | |
99.1 |
SEALED AIR CORPORATION | ||
By: | /s/ William G. Stiehl | |
Name: | William G. Stiehl | |
Title: | Acting Chief Financial Officer, Chief Accounting Officer and Controller | |
Dated: February 8, 2018 |
Exhibit Number | Description | |
99.1 |
Exhibit 99.1 Sealed Air Corporation 2415 Cascade Pointe Blvd. Charlotte, NC 28208 |
• | 2017 Sales from Continuing Operations of $4.5 Billion, an increase of 6% As Reported |
• | 2017 Net Earnings from Continuing Operations of $63 Million, Reported Net Earnings Per Share from Continuing Operations of $0.33 and Operating Cash Flow of $398 Million |
• | 2017 Adjusted EBITDA of $833 Million, or 18.7% of Net Sales, Adjusted EPS from Continuing Operations of $1.81 and Free Cash Flow, excluding payments related to the sale of Diversey, of $421 million, all exceeding the Company's previously provided guidance |
• | Provides Full Year 2018 Outlook |
• | In the fourth quarter, Food Care net sales of $764 million increased 8% as reported. Currency had a positive impact on Food Care net sales of 2%, or $15 million. On a constant dollar basis, net sales increased 6% driven by volume growth of 5% and favorable price/mix of 1%. Volume trends were led by 7% growth in North America, 6% in Latin America and 4% in Europe, Middle East and Africa (EMEA), partially offset by a 2% decline in Asia Pacific. Adjusted EBITDA of $162 million or 21.2% of net sales was primarily attributable to positive volume trends and favorable foreign currency, which were offset by higher raw material and freight costs as well as non-material costs including salary and wage increases. |
• | Product Care net sales of $464 million in the fourth quarter were up 18% as reported. Currency had a positive impact on Product Care net sales of 2%, or $9 million. On a constant dollar basis, net sales increased 15% primarily due to the acquisition of Fagerdala, which was completed on October 2, 2017, of $24 million or 6%, increased volumes of 5% and favorable price/mix of 4%. Adjusted EBITDA of $95 million or 20.4% of net sales was attributable to volume growth, which was partially offset by non-material costs including salary and wage increases as well as higher raw material and freight costs. |
• | Since January 1, 2017, Sealed Air repurchased approximately $1.3 billion of shares through a combination of open market repurchases and accelerated share repurchase (ASR) programs. The Company has $867 million remaining under the current authorized repurchase program. |
Date: | Thursday, February 8, 2018 |
Time: | 10:00 a.m. (ET) |
Webcast: | www.sealedair.com/investors |
Conference Dial In: | (855) 472-5411 (domestic) |
Participant Code: | 4975676 |
Dates: | Thursday, February 8, 2018 at 1:00 p.m. (ET) through |
Webcast: | www.sealedair.com/investors |
Conference Dial In: | (855) 859-2056 (domestic) |
Participant Code: | 4975676 |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
(In millions, except per share data) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Net sales | $ | 1,227.8 | $ | 1,101.4 | $ | 4,461.6 | $ | 4,211.3 | ||||||||
Cost of sales(2) | 853.4 | 738.5 | 3,044.4 | 2,806.4 | ||||||||||||
Gross profit | 374.4 | 362.9 | 1,417.2 | 1,404.9 | ||||||||||||
Selling, general and administrative expenses(2) | 205.8 | 188.9 | 796.0 | 755.7 | ||||||||||||
Amortization expense of intangible assets acquired | 3.9 | 4.6 | 13.1 | 15.0 | ||||||||||||
Restructuring and other charges(2) | 2.9 | 1.4 | 12.1 | 2.8 | ||||||||||||
Operating profit | 161.8 | 168.0 | 596.0 | 631.4 | ||||||||||||
Interest expense | (48.1 | ) | (48.0 | ) | (201.8 | ) | (199.4 | ) | ||||||||
Interest income | 7.3 | 2.2 | 17.6 | 7.5 | ||||||||||||
Foreign currency exchange loss related to Venezuelan subsidiaries | — | (0.1 | ) | — | (1.7 | ) | ||||||||||
Charge related to Venezuelan subsidiaries(2) | — | (1.3 | ) | — | (47.3 | ) | ||||||||||
Loss on debt redemption and refinancing activities | — | (0.1 | ) | — | (0.1 | ) | ||||||||||
Loss on sale of business, net | — | (0.2 | ) | — | (1.8 | ) | ||||||||||
Other (expense) income, net | (2.0 | ) | 1.7 | (18.5 | ) | (0.7 | ) | |||||||||
Earnings before income tax provision (benefit) | 119.0 | 122.2 | 393.3 | 387.9 | ||||||||||||
Income tax provision (benefit) | 94.0 | (29.1 | ) | 330.5 | 95.6 | |||||||||||
Net earnings from continuing operations | 25.0 | 151.3 | 62.8 | 292.3 | ||||||||||||
(Loss) gain on sale of discontinued operations, net of tax | (58.6 | ) | — | 640.7 | — | |||||||||||
Net earnings from discontinued operations, net of tax(3) | 0.1 | 19.8 | 111.4 | 194.1 | ||||||||||||
Net (loss) earnings available to common stockholders | $ | (33.5 | ) | $ | 171.1 | $ | 814.9 | $ | 486.4 | |||||||
Basic: | ||||||||||||||||
Continuing operations | $ | 0.14 | $ | 0.79 | $ | 0.34 | $ | 1.50 | ||||||||
Discontinued operations(3) | (0.33 | ) | 0.10 | 3.99 | 0.99 | |||||||||||
Net (loss) earnings per common share - basic | $ | (0.19 | ) | $ | 0.89 | $ | 4.33 | $ | 2.49 | |||||||
Diluted: | ||||||||||||||||
Continuing operations | $ | 0.14 | $ | 0.77 | $ | 0.33 | $ | 1.48 | ||||||||
Discontinued operations(3) | (0.33 | ) | 0.10 | 3.96 | 0.98 | |||||||||||
Net (loss) earnings per common share - diluted | $ | (0.19 | ) | $ | 0.87 | $ | 4.29 | $ | 2.46 | |||||||
Dividends per common share | $ | 0.16 | $ | 0.16 | $ | 0.64 | $ | 0.61 | ||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||
Basic | 175.3 | 192.4 | 186.9 | 194.3 | ||||||||||||
Diluted | 175.9 | 196.2 | 188.9 | 197.2 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Annual Report on Form 10-K with the Securities and Exchange Commission. |
(2) | Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. This resulted in total costs of $49.4 million being incurred which included a voluntary reduction in headcount including severance and termination benefits for employees of $0.3 million, depreciation and amortization expense related to fixed assets and intangibles of $0.5 million, inventory reserves of $0.4 million, income tax expense of $0.9 million and the reclassification of $47.3 million of cumulative translation adjustment resulting in a charge to Net income as the Company’s decision to cease operations is similar to a substantially complete liquidation. |
(3) | For the year ended December 31, 2017, there was a revision to net earnings from discontinued operations, net of tax, on the Condensed Consolidated Statement of Operations related to depreciation and amortization on Diversey assets held for sale. As a result, net earnings from discontinued operations, net of tax, increased $16.4 million and increased net earnings per basic and diluted shares by $0.09. |
(In millions) | December 31, 2017 | December 31, 2016 | ||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 594.0 | $ | 333.7 | ||||
Trade receivables, net | 552.4 | 460.5 | ||||||
Income tax receivables | 85.1 | 11.5 | ||||||
Other receivables | 90.2 | 72.7 | ||||||
Inventories, net | 506.8 | 456.7 | ||||||
Current assets held for sale | 4.0 | 825.7 | ||||||
Prepaid expenses and other current assets | 33.9 | 54.5 | ||||||
Total current assets | 1,866.4 | 2,215.3 | ||||||
Property and equipment, net | 998.4 | 889.6 | ||||||
Goodwill | 1,939.8 | 1,882.9 | ||||||
Intangible assets, net | 83.6 | 40.1 | ||||||
Deferred taxes(2) | 176.2 | 197.1 | ||||||
Non-current assets held for sale(2) | — | 1,998.8 | ||||||
Other non-current assets | 215.9 | 175.4 | ||||||
Total assets | $ | 5,280.3 | $ | 7,399.2 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Short-term borrowings | $ | 25.3 | $ | 83.0 | ||||
Current portion of long-term debt | 2.2 | 297.0 | ||||||
Accounts payable | 723.8 | 539.2 | ||||||
Current liabilities held for sale | 2.2 | 683.3 | ||||||
Accrued restructuring costs | 15.4 | 44.8 | ||||||
Income tax payable | 47.3 | 48.3 | ||||||
Other current liabilities | 562.0 | 423.4 | ||||||
Total current liabilities | 1,378.2 | 2,119.0 | ||||||
Long-term debt, less current portion | 3,230.5 | 3,762.6 | ||||||
Deferred taxes | 28.5 | 4.9 | ||||||
Non-current liabilities held for sale | — | 501.0 | ||||||
Other non-current liabilities | 490.8 | 402.0 | ||||||
Total liabilities | 5,128.0 | 6,789.5 | ||||||
Stockholders’ equity: | ||||||||
Preferred stock | — | — | ||||||
Common stock | 23.0 | 22.8 | ||||||
Additional paid-in capital | 1,939.6 | 1,974.1 | ||||||
Retained earnings | 1,735.2 | 1,040.0 | ||||||
Common stock in treasury | (2,700.6 | ) | (1,478.1 | ) | ||||
Accumulated other comprehensive loss, net of taxes | (844.9 | ) | (949.1 | ) | ||||
Total stockholders’ equity | 152.3 | 609.7 | ||||||
Total liabilities and stockholders’ equity | $ | 5,280.3 | $ | 7,399.2 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Annual Report on Form 10-K with the Securities and Exchange Commission. |
(2) | As of December 31, 2016, $27.2 million of amounts which were previously classified as non-current assets held for sale were reclassified to deferred tax assets as the amounts did not go with the sale of Diversey. |
December 31, 2017 | December 31, 2016 | |||||||
Short-term borrowings | $ | 25.3 | $ | 83.0 | ||||
Current portion of long-term debt | 2.2 | 297.0 | ||||||
Long-term debt, less current portion | 3,230.5 | 3,762.6 | ||||||
Total debt | 3,258.0 | 4,142.6 | ||||||
Less: cash and cash equivalents | (594.0 | ) | (333.7 | ) | ||||
Net debt | $ | 2,664.0 | $ | 3,808.9 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Annual Report on Form 10-K with the Securities and Exchange Commission. |
Year Ended December 31, | ||||||||
(In millions) | 2017 | 2016 | ||||||
Net earnings available to common stockholders | $ | 814.9 | $ | 486.4 | ||||
Adjustments to reconcile net earnings to net cash provided by operating activities(2) | (245.7 | ) | 291.4 | |||||
Changes in operating assets and liabilities: | ||||||||
Trade receivables, net | (81.4 | ) | (33.9 | ) | ||||
Inventories | (55.4 | ) | (17.1 | ) | ||||
Accounts payable | 154.1 | 228.0 | ||||||
Other assets and liabilities | (188.6 | ) | (47.9 | ) | ||||
Net cash provided by operating activities | $ | 397.9 | $ | 906.9 | ||||
Cash flows from investing activities: | ||||||||
Capital expenditures | $ | (183.8 | ) | $ | (275.7 | ) | ||
Proceeds from sale of business | 1.0 | 7.8 | ||||||
Businesses acquired in purchase transactions, net of cash acquired | (119.2 | ) | (5.8 | ) | ||||
Proceeds from sales of property, equipment and other assets | 1.7 | 4.9 | ||||||
Loss from settlement of cross currency swaps | (61.8 | ) | — | |||||
Impact of sale of Diversey(3) | 2,126.0 | — | ||||||
Settlement of foreign currency forward contracts | (8.7 | ) | (46.0 | ) | ||||
Net cash provided by (used in) investing activities | $ | 1,755.2 | $ | (314.8 | ) | |||
Cash flows from financing activities: | ||||||||
Net payments on short-term borrowings | $ | (93.7 | ) | $ | (154.2 | ) | ||
Cash used as collateral on borrowing arrangements | 25.4 | 3.6 | ||||||
Proceeds from cross currency swap | 17.4 | — | ||||||
Payments of long-term debt | (369.5 | ) | (27.1 | ) | ||||
Dividends paid on common stock | (119.7 | ) | (121.6 | ) | ||||
Repurchases of common stock(4) | (1,302.2 | ) | (217.0 | ) | ||||
Payments for debt extinguishment costs | — | (0.1 | ) | |||||
Acquisition of common stock for tax withholding | (22.0 | ) | (30.7 | ) | ||||
Other financing activities | — | 6.2 | ||||||
Net cash used in financing activities | $ | (1,864.3 | ) | $ | (540.9 | ) | ||
Effect of foreign currency exchange rate changes on cash and cash equivalents | $ | (28.5 | ) | $ | (39.2 | ) | ||
Balance, beginning of period | $ | 333.7 | $ | 321.7 | ||||
Net change during the period | 260.3 | 12.0 | ||||||
Balance, end of period | $ | 594.0 | $ | 333.7 | ||||
Non-U.S. GAAP Free Cash Flow: | ||||||||
Cash flow from operating activities | $ | 397.9 | $ | 906.9 | ||||
Capital expenditures for property and equipment | (183.8 | ) | (275.7 | ) | ||||
Free Cash Flow(5) | $ | 214.1 | $ | 631.2 | ||||
Supplemental Cash Flow Information: | ||||||||
Interest payments, net of amounts capitalized | $ | 210.8 | $ | 215.1 | ||||
Income tax payments | $ | 161.7 | $ | 125.8 | ||||
Payments related to the sale of Diversey(3) | $ | 207.4 | $ | — | ||||
Stock appreciation rights payments (less amounts included in restructuring payments) | $ | — | $ | 1.9 | ||||
Restructuring payments including associated costs | $ | 49.3 | $ | 66.1 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Annual Report on Form 10-K with the Securities and Exchange Commission. |
(2) | 2017 primarily consists of $641 million related to the gain on sale from Diversey partially offset by $131 million of deferred taxes, depreciation and amortization $149 million, share based compensation expense of $45 million and profit sharing expense of $23 million. 2016 primarily consists of depreciation and amortization of $214 million, share based compensation expense of $60 million, profit sharing expense of $25 million and charges related to ceasing operations in Venezuela of $46 million, which were partially offset by a decrease in deferred taxes of $62 million. |
(3) | Payments of borrowings included in financing activities excludes amounts which were paid using cash proceeds from the sale of Diversey. As a result, $755 million of payments of borrowings is included within investing activities for a total payment of borrowings of $1.1 billion through the year ended December 31, 2017. |
(4) | The Company entered into an accelerated share repurchase agreement with a third-party financial institution to repurchase $400 million of the Company’s common stock. The full amount was paid as of December 31, 2017 however, only $320 million was used to repurchase shares at that point in time. The ASR program concluded in January 2018. |
(5) | Free cash flow was $421 million in 2017 excluding the payment of charges related to the sale of Diversey of $207 million. These payments include $170 million related to tax payments and the remainder primarily attributable to professional fees. Free cash flow does not represent residual cash available for discretionary expenditures, including mandatory debt servicing requirements or non-discretionary expenditures that are not deducted from this measure. |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||||||||
(In millions, except per share data) | Net Earnings | EPS | Net Earnings | EPS | Net Earnings | EPS | Net Earnings | EPS | ||||||||||||||||||||||||
U.S. GAAP net earnings and EPS available to common stockholders from continuing operations(2) | $ | 25.0 | $ | 0.14 | $ | 151.3 | $ | 0.77 | $ | 62.8 | $ | 0.33 | $ | 292.3 | $ | 1.48 | ||||||||||||||||
Special Items(3) | 78.1 | 0.44 | (53.3 | ) | (0.27 | ) | 279.8 | 1.48 | 42.4 | 0.22 | ||||||||||||||||||||||
Non-U.S. GAAP adjusted net earnings and adjusted EPS available to common stockholders from continuing operations | $ | 103.1 | $ | 0.58 | $ | 98.0 | $ | 0.50 | $ | 342.6 | $ | 1.81 | $ | 334.7 | $ | 1.70 | ||||||||||||||||
Weighted average number of common shares outstanding - Diluted | 175.9 | 196.2 | 188.9 | 197.2 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Annual Report on Form 10-K with the Securities and Exchange Commission. |
(2) | Net earnings per common share is calculated under the two-class method. |
(3) | Special Items include the following: |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
(In millions, except per share data) | 2017 | 2016 | 2017 | 2016(1) | ||||||||||||
Special Items: | ||||||||||||||||
Restructuring and other charges | $ | (2.9 | ) | $ | (1.4 | ) | $ | (12.1 | ) | $ | (2.5 | ) | ||||
Other restructuring associated costs included in cost of sales and selling, general and administrative expenses | (1.6 | ) | (6.6 | ) | (14.3 | ) | (19.8 | ) | ||||||||
SARs | (0.4 | ) | — | 2.6 | (0.7 | ) | ||||||||||
Foreign currency exchange loss related to Venezuelan subsidiaries | — | (0.1 | ) | — | (1.7 | ) | ||||||||||
Charges related to ceasing operations in Venezuela(1) | — | (1.2 | ) | — | (48.5 | ) | ||||||||||
Loss on sale of North American foam trays and absorbent pads business and European food trays business | — | (0.2 | ) | — | (1.8 | ) | ||||||||||
Loss related to the acquisitions of other businesses and sale of property, plant and equipment | (10.7 | ) | — | (15.5 | ) | — | ||||||||||
Charges related to the sale of Diversey | (21.0 | ) | (1.4 | ) | (68.6 | ) | (1.4 | ) | ||||||||
Settlement/curtailment benefits related to retained Diversey retirement plans | — | — | 13.5 | — | ||||||||||||
Other Special Items(2) | 0.1 | 2.6 | (3.1 | ) | (0.7 | ) | ||||||||||
Pre-tax impact of Special Items | (36.5 | ) | (8.3 | ) | (97.5 | ) | (77.1 | ) | ||||||||
Tax impact of Special Items and Tax Special Items(3) | (41.6 | ) | 61.6 | (182.3 | ) | 34.7 | ||||||||||
Net impact of Special Items | $ | (78.1 | ) | $ | 53.3 | $ | (279.8 | ) | $ | (42.4 | ) | |||||
Weighted average number of common shares outstanding - Diluted | 175.9 | 196.2 | 188.9 | 197.2 | ||||||||||||
Earnings per share impact from Special Items | $ | (0.44 | ) | $ | 0.27 | $ | (1.48 | ) | $ | (0.22 | ) |
(1) | Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. This resulted in total costs of $49.4 million being incurred which included a voluntary reduction in headcount including severance and termination benefits for employees of $0.3 million, depreciation and amortization expense related to fixed assets and intangibles of $0.5 million, inventory reserves of $0.4 million, income tax expense of $0.9 million and the |
(2) | Other Special Items for the three months and year ended December 31, 2017 primarily included transaction costs related to reorganizations. Other Special Items for the three months and year ended December 31, 2016 primarily included a reduction in a non-income tax reserve following the completion of a governmental audit in the fourth quarter partially offset by legal fees associated with restructuring and acquisitions. |
(3) | Refer to Note 1 to the table below for a description of Special Items related to tax. |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
U.S. GAAP Earnings before income tax provision from continuing operations | $ | 119.0 | $ | 122.2 | $ | 393.3 | $ | 387.9 | ||||||||
Pre-tax impact of Special Items | (36.5 | ) | (8.3 | ) | (97.5 | ) | (77.1 | ) | ||||||||
Non-U.S. GAAP Adjusted Earnings before income tax provision from continuing operations | $ | 155.5 | $ | 130.5 | $ | 490.8 | $ | 465.0 | ||||||||
U.S. GAAP Income tax provision (benefit) from continuing operations | $ | 94.0 | $ | (29.1 | ) | $ | 330.5 | $ | 95.6 | |||||||
Tax Special Items(1) | (57.8 | ) | 50.5 | (208.1 | ) | 23.7 | ||||||||||
Tax impact of Special Items | 16.2 | 11.1 | 25.8 | 11.0 | ||||||||||||
Non-U.S. GAAP Adjusted Income tax provision from continuing operations | $ | 52.4 | $ | 32.5 | $ | 148.2 | $ | 130.3 | ||||||||
U.S. GAAP Effective income tax rate | 79.0 | % | (23.8 | )% | 84.0 | % | 24.6 | % | ||||||||
Non-U.S. GAAP Adjusted income tax rate | 33.7 | % | 24.9 | % | 30.2 | % | 28.0 | % |
(1) | For the twelve months ended December 31, 2017, the special tax items included $152 million of tax expense in accordance with the sale of Diversey. |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Net Sales: | ||||||||||||||||
Food Care | $ | 764.1 | $ | 707.6 | $ | 2,815.2 | $ | 2,686.8 | ||||||||
As a % of Total Company net sales | 62.2 | % | 64.2 | % | 63.1 | % | 63.8 | % | ||||||||
Product Care | 463.7 | 393.8 | 1,646.4 | 1,524.5 | ||||||||||||
As a % of Total Company net sales | 37.8 | % | 35.8 | % | 36.9 | % | 36.2 | % | ||||||||
Total Company Net Sales | $ | 1,227.8 | $ | 1,101.4 | $ | 4,461.6 | $ | 4,211.3 | ||||||||
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Adjusted EBITDA from continuing operations(2): | ||||||||||||||||
Food Care | $ | 162.3 | $ | 164.7 | $ | 608.3 | $ | 605.4 | ||||||||
Adjusted EBITDA Margin | 21.2 | % | 23.3 | % | 21.6 | % | 22.5 | % | ||||||||
Product Care | 94.6 | 87.3 | 332.3 | 331.1 | ||||||||||||
Adjusted EBITDA Margin | 20.4 | % | 22.2 | % | 20.2 | % | 21.7 | % | ||||||||
Corporate(3) | (18.6) | (35.6) | (107.3) | (127.3) | ||||||||||||
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations | $ | 238.3 | $ | 216.4 | $ | 833.3 | $ | 809.2 | ||||||||
Adjusted EBITDA Margin | 19.4 | % | 19.6 | % | 18.7 | % | 19.2 | % |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Annual Report on Form 10-K with the Securities and Exchange Commission. |
(2) | As of January 1, 2017 we modified our calculation of Adjusted EBITDA to exclude interest income. The impact in this modification was $2.2 million and $7.5 million for the three months and year ended December 31, 2016, respectively. |
(3) | Unallocated costs related to Diversey that have been included in adjusted EBITDA for Corporate were as follows: |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Unallocated costs | $ | — | $ | 4.1 | $ | 13.7 | $ | 15.0 |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016(2) | ||||||||||||
U.S. GAAP Net earnings from continuing operations | $ | 25.0 | $ | 151.3 | $ | 62.8 | $ | 292.3 | ||||||||
Interest expense | (48.1 | ) | (48.0 | ) | (201.8 | ) | (199.4 | ) | ||||||||
Interest income | 7.3 | 2.2 | 17.6 | 7.5 | ||||||||||||
Income tax provision (benefit) | 94.0 | (29.1 | ) | 330.5 | 95.6 | |||||||||||
Depreciation and amortization(4) | (42.0 | ) | (41.0 | ) | (158.3 | ) | (154.0 | ) | ||||||||
Depreciation and amortization adjustments | — | 0.9 | — | 1.7 | ||||||||||||
Special Items: | ||||||||||||||||
Restructuring and other charges(5) | (2.9 | ) | (1.4 | ) | (12.1 | ) | (2.5 | ) | ||||||||
Other restructuring associated costs included in cost of sales and selling, general and administrative expenses | (1.6 | ) | (6.6 | ) | (14.3 | ) | (19.8 | ) | ||||||||
SARs | (0.4 | ) | — | 2.6 | (0.7 | ) | ||||||||||
Foreign currency exchange loss related to Venezuelan subsidiaries | — | (0.1 | ) | — | (1.7 | ) | ||||||||||
Charges related to ceasing operations in Venezuela | — | (1.2 | ) | — | (48.5 | ) | ||||||||||
Loss on sale of North American foam trays and absorbent pads business and European food business | — | (0.2 | ) | — | (1.8 | ) | ||||||||||
Loss related to the acquisitions of other businesses and sale of property, plant and equipment | (10.7 | ) | — | (15.5 | ) | — | ||||||||||
Charges incurred related to the sale of Diversey | (21.0 | ) | (1.4 | ) | (68.6 | ) | (1.4 | ) | ||||||||
Settlement/curtailment benefits related to retained Diversey retirement plans | — | — | 13.5 | — | ||||||||||||
Other Special Items(3) | 0.1 | 2.6 | (3.1 | ) | (0.7 | ) | ||||||||||
Pre-tax impact of Special items | (36.5 | ) | (8.3 | ) | (97.5 | ) | (77.1 | ) | ||||||||
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations | $ | 238.3 | $ | 216.4 | $ | 833.3 | $ | 809.2 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Annual Report on Form 10-K with the Securities and Exchange Commission. |
(2) | Due to the ongoing challenging economic situation in Venezuela, the Company approved a program in the second quarter of 2016 to cease operations in the country. This resulted in total costs of $49.4 million being incurred which included a voluntary reduction in headcount including severance and termination benefits for employees of $0.3 million, depreciation and amortization expense related to fixed assets and intangibles of $0.5 million, inventory reserves of $0.4 million, income tax expense of $0.9 million and the reclassification of $47.3 million of cumulative translation adjustment resulting in a charge to Net income as the Company’s decision to cease operations is similar to a substantially complete liquidation. |
(3) | Other Special Items for the three months and year ended December 31, 2017 primarily included transaction costs related to reorganizations. Other Special Items for the three months and year ended December 31, 2016 primarily included a reduction in a non-income tax reserve following the completion of a governmental audit in the fourth quarter partially offset by legal fees associated with restructuring and acquisitions. |
(4) | Depreciation and amortization by segment are as follows: |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Food Care | $ | 28.0 | $ | 23.9 | $ | 103.8 | $ | 92.2 | ||||||||
Product Care | 13.1 | 11.5 | 47.3 | 40.1 | ||||||||||||
Corporate | 0.9 | 5.6 | 7.2 | 21.7 | ||||||||||||
Total Company depreciation and amortization(1) | $ | 42.0 | $ | 41.0 | $ | 158.3 | $ | 154.0 |
(1) | Includes share-based incentive compensation of $7.0 million and $38.2 million for the three months and year ended December 31, 2017, respectively, and $13.3 million and $50.9 million for the three months and year ended December 31, 2016, respectively. |
(5) | Restructuring and other charges by segment is as follows: |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Food Care | $ | 1.8 | $ | 0.9 | $ | 7.6 | $ | 1.6 | ||||||||
Product Care | 1.1 | 0.5 | 4.5 | 0.9 | ||||||||||||
Total Company restructuring and other charges(1) | $ | 2.9 | $ | 1.4 | $ | 12.1 | $ | 2.5 |
(1) | For the year ended December 31, 2016 restructuring and other charges excludes $0.3 million related to severance and termination benefits for employees in our Venezuelan subsidiaries. |
Three Months Ended December 31, | |||||||||||||||||||||
(In millions) | Food Care | Product Care | Total Company | ||||||||||||||||||
2016 Net Sales | $ | 707.6 | $ | 393.8 | $ | 1,101.4 | |||||||||||||||
Volume - Units | 33.8 | 4.8 | % | 21.0 | 5.3 | % | 54.8 | 5.0 | % | ||||||||||||
Price/mix(2) | 7.0 | 1.0 | % | 16.4 | 4.2 | % | 23.4 | 2.1 | % | ||||||||||||
Acquisition | — | — | % | 23.6 | 6.0 | % | 23.6 | 2.1 | % | ||||||||||||
Total constant dollar change (Non-U.S. GAAP)(3) | 40.8 | 5.8 | % | 61.0 | 15.5 | % | 101.8 | 9.2 | % | ||||||||||||
Foreign currency translation | 15.7 | 2.2 | % | 8.9 | 2.3 | % | 24.6 | 2.2 | % | ||||||||||||
Total change (U.S. GAAP) | 56.5 | 8.0 | % | 69.9 | 17.8 | % | 126.4 | 11.5 | % | ||||||||||||
2017 Net Sales | $ | 764.1 | $ | 463.7 | $ | 1,227.8 |
Year Ended December 31, | |||||||||||||||||||||
(In millions) | Food Care | Product Care | Total Company | ||||||||||||||||||
2016 Net Sales | $ | 2,686.8 | $ | 1,524.5 | $ | 4,211.3 | |||||||||||||||
Volume - Units | 102.6 | 3.8 | % | 86.2 | 5.7 | % | 188.8 | 4.5 | % | ||||||||||||
Price/mix(2) | (0.7 | ) | — | % | 8.7 | 0.6 | % | 8.0 | 0.2 | % | |||||||||||
Acquisition | — | — | % | 23.6 | 1.5 | % | 23.6 | 0.6 | % | ||||||||||||
Total constant dollar change (Non-U.S.GAAP)(3) | 101.9 | 3.8 | % | 118.5 | 7.8 | % | 220.4 | 5.2 | % | ||||||||||||
Foreign currency translation | 26.5 | 1.0 | % | 3.4 | 0.2 | % | 29.9 | 0.7 | % | ||||||||||||
Total change (U.S. GAAP) | 128.4 | 4.8 | % | 121.9 | 8.0 | % | 250.3 | 5.9 | % | ||||||||||||
2017 Net Sales | $ | 2,815.2 | $ | 1,646.4 | $ | 4,461.6 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Annual Report on Form 10-K with the Securities and Exchange Commission. |
(2) | Our price/mix reported above includes the net impact of our pricing actions and rebates as well as the period-to-period change in the mix of products sold. Also included in our reported price/mix is the net effect of some of our customers purchasing our products in non-U.S. dollar or euro-denominated countries at selling prices denominated in U.S. dollars or euros. This primarily arises when we export products from the U.S. and euro-zone countries. |
(3) | Total constant dollar change is a non-U.S. GAAP financial measure which excludes the impact of foreign currency translation. Since we are a U.S. domiciled company, we translate our foreign currency denominated financial results into U.S. dollars. Due to changes in the value of foreign currencies relative to the U.S. dollar, translating our financial results from foreign currencies to U.S. dollars may result in a favorable or unfavorable impact. It is important that we take into account the effects of foreign currency translation when we view our results and plan our strategies. Nonetheless, we cannot control changes in foreign currency exchange rates. Consequently, when our management looks at our financial results to measure the core performance of our business, we exclude the impact of foreign currency translation by translating our current period results at prior period foreign currency exchange rates. We also may exclude the impact of foreign currency translation when making incentive compensation determinations. As a result, our management believes that these presentations are useful internally and may be useful to our investors. |
Three Months Ended December 31, | |||||||||||||||||||||||||||||||||||
(In millions) | North America | EMEA(2) | Latin America | APAC(3) | Total | ||||||||||||||||||||||||||||||
2016 net sales | $ | 580.0 | $ | 246.2 | $ | 107.7 | $ | 167.5 | $ | 1,101.4 | |||||||||||||||||||||||||
Volume - Units | 33.7 | 5.8 | % | 11.8 | 4.8 | % | 7.3 | 6.8 | % | 2.0 | 1.2 | % | 54.8 | 5.0 | % | ||||||||||||||||||||
Price/mix(4) | 21.6 | 3.7 | % | (0.5 | ) | (0.2 | )% | (0.4 | ) | (0.4 | )% | 2.7 | 1.6 | % | 23.4 | 2.1 | % | ||||||||||||||||||
Acquisition | — | — | % | — | — | % | — | — | % | 23.6 | 14.1 | % | 23.6 | 2.1 | % | ||||||||||||||||||||
Total constant dollar change (Non-U.S. GAAP)(5) | 55.3 | 9.5 | % | 11.3 | 4.6 | % | 6.9 | 6.4 | % | 28.3 | 16.9 | % | 101.8 | 9.2 | % | ||||||||||||||||||||
Foreign currency translation | 1.8 | 0.3 | % | 20.5 | 8.3 | % | 0.5 | 0.5 | % | 1.8 | 1.1 | % | 24.6 | 2.2 | % | ||||||||||||||||||||
Total change (U.S. GAAP) | 57.1 | 9.8 | % | 31.8 | 12.9 | % | 7.4 | 6.9 | % | 30.1 | 18.0 | % | 126.4 | 11.5 | % | ||||||||||||||||||||
2017 net sales | $ | 637.1 | $ | 278.0 | $ | 115.1 | $ | 197.6 | $ | 1,227.8 |
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
(In millions) | North America | EMEA(2) | Latin America | APAC(3) | Total | ||||||||||||||||||||||||||||||
2016 net sales | $ | 2,237.8 | $ | 962.7 | $ | 396.8 | $ | 614.0 | $ | 4,211.3 | |||||||||||||||||||||||||
Volume - Units | 161.4 | 7.2 | % | 12.9 | 1.3 | % | 5.9 | 1.5 | % | 8.6 | 1.4 | % | 188.8 | 4.5 | % | ||||||||||||||||||||
Price/mix(4) | 12.9 | 0.6 | % | (7.9 | ) | (0.8 | )% | 4.0 | 1.0 | % | (1.0 | ) | (0.2 | )% | 8.0 | 0.2 | % | ||||||||||||||||||
Acquisition | — | — | % | — | — | % | — | — | % | 23.6 | 3.8 | % | 23.6 | 0.6 | % | ||||||||||||||||||||
Total constant dollar change (Non-U.S. GAAP)(5) | 174.3 | 7.8 | % | 5.0 | 0.5 | % | 9.9 | 2.5 | % | 31.2 | 5.0 | % | 220.4 | 5.2 | % | ||||||||||||||||||||
Foreign currency translation | 2.9 | 0.1 | % | 17.0 | 1.8 | % | 2.6 | 0.7 | % | 7.4 | 1.2 | % | 29.9 | 0.7 | % | ||||||||||||||||||||
Total change (U.S. GAAP) | 177.2 | 7.9 | % | 22.0 | 2.3 | % | 12.5 | 3.2 | % | 38.6 | 6.2 | % | 250.3 | 5.9 | % | ||||||||||||||||||||
2017 net sales | $ | 2,415.0 | $ | 984.7 | $ | 409.3 | $ | 652.6 | $ | 4,461.6 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Annual Report on Form 10-K with the Securities and Exchange Commission. |
(2) | EMEA consists of Europe, Middle East, Africa and Turkey. |
(3) | APAC refers collectively to our Asia Pacific region. This region consists of i) Greater China, ii) India/Southeast Asia and iii) Australia, New Zealand, Japan and Korea. |
(4) | Our price/mix reported above includes the net impact of our pricing actions and rebates as well as the period-to-period change in the mix of products sold. Also included in our reported price/mix is the net effect of some of our customers purchasing our products in non-U.S. dollar or euro-denominated countries at selling prices denominated in U.S. dollars or euros. This primarily arises when we export products from the U.S. and euro-zone countries. |
(5) | Total constant dollar change is a non-U.S. GAAP financial measure which excludes the impact of foreign currency translation. Since we are a U.S. domiciled company, we translate our foreign currency denominated financial results into U.S. dollars. Due to changes in the value of foreign currencies relative to the U.S. dollar, translating our financial results from foreign currencies to U.S. dollars may |