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Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2015

 

 

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-12139   65-0654331

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

8215 Forest Point Boulevard

Charlotte, North Carolina

   28273
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 201-791-7600

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ 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))

 

 

 

Item 7.01 Regulation FD Disclosure.

On February 19, 2015, Sealed Air Corporation (the “Company”) plans to present at the Barclays Industrial Select Conference. The materials attached as Exhibit 99.1 to this Current Report on Form 8-K will be distributed to the participants of such conference, which information is incorporated herein by reference.

The information in this Item 7.01 of this Form 8-K and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
Number

   

Description

99.1    Investor Materials, dated February 19, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

SEALED AIR CORPORATION
By:

/s/ Norman D. Finch Jr.

Name: Norman D. Finch Jr.
Title: Vice President, General Counsel and Secretary

Dated: February 19, 2015

EXHIBIT INDEX

 

Exhibit
Number

   

Description

99.1    Investor Materials, dated February 19, 2015
EX-99.1
Barclays Industrial Select Conference
Company Overview
Lori Chaitman, Vice President, Investor Relations
Ph:  201-703-4161
Email:  lori.chaitman@sealedair.com
Exhibit 99.1

2
Safe Harbor and Regulation G Statement
This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations.  Forward-looking
statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ
materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking
statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans to,” “will” and similar references to future periods.  All statements other than statements of historical facts included in
this presentation regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking
statements. The following are important factors that we believe could cause actual results to differ materially from those in our
forward-looking statements: the expected cash tax benefits associated with the Settlement agreement (as defined in our 2013 Annual
Report on Form 10-K), global economic and political conditions, changes in our credit ratings, changes in raw material pricing and
availability, changes in energy costs, competitive conditions, success of our restructuring activities, currency translation and
devaluation effects, the success of our financial growth, profitability, cash generation and manufacturing strategies and our cost
reduction and productivity efforts, the effects of animal and food-related health issues, pandemics, consumer preferences,
environmental matters, regulatory actions and legal matters, and the other information referenced in the “Risk Factors” section
appearing  in our most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, and as revised
and updated by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statement made by us
are based only on information currently available to us and speaks only as of the date on which it is made. We undertake no
obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as
a result of new information, future developments or otherwise.
Our management uses non-U.S. GAAP financial measures to evaluate the Company’s performance, which exclude items we
consider unusual or special items. We believe the use of such financial measures and information may be useful to investors. We
believe that the use of non-U.S. GAAP measures helps investors to gain a better understanding of core operating results and future
prospects, consistent with how management measures and forecasts the Company's performance, especially when comparing such
results to previous periods or forecasts. Please see Sealed Air’s February 10, 2015 earnings press release for important information
about the use of non-U.S. GAAP financial measures relevant to this presentation, including applicable reconciliations to U.S. GAAP
financial measures. Information reconciling forward-looking non-U.S. GAAP measures to U.S. GAAP measures is not available
without unreasonable effort.
Website Information
We routinely post important information for investors on our website, www.sealedair.com, in the "Investor Relations" section.  We use
this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under
Regulation FD.  Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press
releases, SEC filings, public conference calls, presentations and webcasts.  The information contained on, or that may be accessed
through, our website is not incorporated by reference into, and is not a part of, this document.

VISION:
To create a better way
for life
MISSION:
We Re-imagine™
the industries we serve
to create a world
that feels, tastes and
works better.
2014
FINANCIALS
Total Sales
$
7.8B
Adj. EBITDA
$
1.12B
Adj. EBITDA Margin    14.4%
Free Cash Flow
$
612M

•
Engineered & Packaging Solutions driving
Damage Control and Cube Optimization
•
Packaging Design & Testing
•
Lean Six Sigma Expertise
2014 Sales:
$1.7B
26% of 2014 Adj. EBITDA
•
Building & Kitchen Care Services
•
Infection Prevention
•
Fabric Care
•
Consulting Services & Consumer Brands
2014 Sales:
$2.2B
22% of 2014 Adj. EBITDA
•
Packaging/Hygiene Solutions
•
Engineering Plant Designs
•
Full Range of Equipment/Systems
•
Manage Water, Energy
2014 Sales:
$3.8B
60% of 2014 Adj. EBITDA
How We Deliver Value
4

Who We Serve
TOP
20
CUSTOMERS
ACCOUNT
FOR
~ 25%
OF
SALES
5
TOP
20
CUSTOMERS
ACCOUNT
FOR
~ 20%
OF
SALES
DISTRIBUTION
ACCOUNTS
FOR
~ 35%
OF
SALES
DISTRIBUTION
ACCOUNTS
FOR
~
65%
OF
SALES

DIVERSEY CARE
FOOD CARE
31%
Fresh Red Meat
Dairy Solids
Other Food
Smoked & Processed
Poultry
Beverages
11%
18%
15%
11%
13%
9%
12%
11%
11%
35%
12%
Building Service Contractors
Health Care
Other
Food Service
Retail
Hospitality
Distribution
10%
GLOBAL ADDRESSABLE
MARKET: APPROX. $5B
ESTIMATED GLOBAL
MARKET SHARE: 32%
GLOBAL ADDRESSABLE
MARKET: APPROX. $29B
ESTIMATED GLOBAL
MARKET SHARE: 8%
GLOBAL ADDRESSABLE
MARKET: APPROX. $20B
ESTIMATED GLOBAL
MARKET SHARE: 19%
Source: Sealed Air Estimates
2014 Net Sales by End Market
6
PRODUCT CARE
12%
10%
12%
7%
13%
16%
31%
Consumer Applications
General Manufacturing
3PL/Fulfillment
E-Commerce
Automotive
Electronics
General Protection

DIVERSEY CARE
PRODUCT CARE
FOOD CARE
SEALED AIR
2014 Net Sales by Region
8%
7
* AMAT: Asia, Middle East, Africa & Turkey
** ANZ: Australia & New Zealand
North America
11%
32%
10%
40%
7%
27%
14%
41%
10%
4%
24%
59%
8%
5%
19%
44%
9%
25%
3%
Japan/ANZ**
AMAT*
Latin America
Europe

8
2014 Net Sales Bridge
+0.8%
7,751
Foreign Exchange
-183
Volume
-6
Price/Mix
+249
7,691
Constant Currency
Sales Growth:
3.2%
($Millions)
2013
Net  Sales
2014
Net  Sales

FOOD CARE
2014 Net Sales by Division
9
Packaging
Hygiene
3,110
3,132
705
703
3,814
3,835
2013
2014
Constant Currency Net Sales Growth: 3.6%
DIVERSEY CARE
PRODUCT CARE
($Millions)
Constant Currency Net Sales Growth: 3.7%
Constant Currency Net Sales Growth: 3.0%
2,161
2,173
2013
2014
+0.6%
+0.6%
1,610
1,655
2013
2014
+2.8%

10
YoY Price/Mix & Volume Trends
2014 delivered constant currency sales growth
with favorable Price/Mix in every division and every region.
YEAR-END 2014 RESULTS
By Division
2013
2014
Food Care
1.6%
4.0%
Diversey Care
1.5%
1.7%
Product Care
(0.2%)
3.5%
Total Company
1.2%
3.2%
By Region
2013
2014
North America
1.5%
3.3%
Europe
(0.2%)
0.8%
Latin America
5.1%
11.5%
AMAT
2.0%
2.6%
JANZ
(0.6%)
2.1%
Total Company
1.2%
3.2%
Product Price/Mix (% Change)
By Division
2013
2014
Food Care
1.7%
(0.4%)
Diversey Care
0.5%
1.3%
Product Care
2.6%
0.2%
Total Company
1.5%
0.0%
By Region
2013
2014
North America
0.6%
(0.5%)
Europe
(0.1%)
(0.1%)
Latin America
4.6%
(3.1%)
AMAT
6.8%
4.3%
JANZ
1.1%
(0.2%)
Total Company
1.5%
0.0%
Volume (% Change)
By Division
2013
2014
Food Care
3.3%
3.6%
Diversey Care
2.0%
3.0%
Product Care
2.4%
3.7%
Total Company
2.7%
3.2%
By Region
2013
2014
North America
2.1%
2.8%
Europe
(0.3%)
0.7%
Latin America
9.7%
8.4%
AMAT
8.8%
6.9%
JANZ
0.5%
1.9%
Total Company
2.7%
3.2%
Constant Currency Sales (% Change)

11
2014 Adjusted EBITDA Bridge
Volume
+7.5%
2014
Foreign
Exchange
-30
-127
2013
-12
1,041
1,118
Cost
Synergies
Adjusted EBITDA Margin:
2014: 14.4%
2013: 13.5%
($Millions)
Mix & Price/
Cost Spread
SG&A/
Other
97
150

FOOD CARE
2014 Adjusted EBITDA by Division
12
DIVERSEY CARE
PRODUCT CARE
($Millions)
2013
2014
+9.0%
Foreign
Exchange
Volume
-51
Mix &
Price/Cost
Spread
Cost
Synergies
Adj. EBITDA Margin:
2014: 17.5%
2013: 16.1%
-40
Cost
Synergies
Foreign
Exchange
2014
Volume
Mix &
Price/Cost
Spread
2013
Adj. EBITDA Margin:
2014: 11.3%
2013: 11.0%
2013
Mix &
Price/Cost
Spread
+9.9%
2014
Foreign
Exchange
Cost
Synergies
Volume
Adj. EBITDA Margin:
2014: 17.7%
2013: 16.5%
293
266
-2
-24
17
-2
37
245
26
237
23
9
-10
670
87
615
-12
-20
SG&A/
Other
SG&A/
Other
SG&A/
Other
+3.2%
51

13
($ in millions)
Free Cash Flow Before
Settlement Payment
Year Ended December 31
Free Cash Flow
* Includes changes in trade receivables, net, inventories and
accounts payable.
($ in millions)
Free Cash Flow
2013
2014
Adjusted Net Earnings
299
399
Depreciation and Amortization
308
321
Interest Payments, excluding
Settlement Agreement interest
(290)
(293)
Settlement Agreement,
Related Interest (Payment)
-
(967)
Restructuring Payments
(107)
(108)
Tax Payments
(115)
(89)
SARs Payments
(46)
(21)
Net Change in Working Capital
*
94
90
Other Assets/Liabilities and Other
482
467
Cash Flow Used in Operations
625
(202)
Capital Expenditures
(116)
(154)
Free Cash Flow
509
(356)
Free Cash Flow Before
Settlement Payment
509
612
Year Ended
December 31
509
612
2013
2014

Debt Maturity Schedule
14
2014
•
Refinanced credit facility on July 25, 2014.  Please see Form 8-K filed on July 30, 2014 for more details.
•
Refinanced 8.125% Notes due 2019 with $425M of Notes due 2022 and $425M of Notes due 2024.
6.5%
5.25%
6.875%
4.875%
5.125%
8.375%

Liquidity & Net Debt
15
Liquidity Position
December 31, 2014
A/R Securitization
Net Debt
4,332
4,092
December 31, 2013
December 31, 2014
1,155
155
677
323
Revolving Credit Facility
Cash & Cash Equivalents
($ in millions)

2015 Financial Outlook
Note:
Adjusted EBITDA, Adjusted EPS, Free Cash Flow, D&A and Tax Rate guidance excludes the impact of
special items.
16
Outlook
2015
Net Sales
Approx. $7.40B
(Unfavorable) FX Impact
Approx. (7%)
Constant Currency Growth
Approx. 2.5%
Adjusted EBITDA
$1.15 - $1.18B
(Unfavorable) FX Impact
Approx. ($80M)
Interest Expense
$255M
D&A
$310M
Anticipated Tax Rate
25%
Adjusted EPS
$2.08 - $2.18
Free Cash Flow
Approx. $600M
Capex
$180M
Restructuring Costs
$120M
Interest Payments
$255M
2015 Outlook
PROVIDED ON FEB. 10, 2015 Q4 2014 EARNINGS CALL