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 | Press Release of Sealed Air Corporation dated August 8, 2017 |
SEALED AIR CORPORATION | ||
By: | /s/ William G. Stiehl | |
Name: | William G. Stiehl | |
Title: | Chief Accounting Officer and Controller | |
Dated: August 8, 2017 |
Exhibit Number | Description | |
99.1 | Press Release of Sealed Air Corporation dated August 8, 2017 |
Exhibit 99.1 Sealed Air Corporation 2415 Cascade Pointe Blvd. Charlotte, NC 28208 |
• | Second Quarter 2017 Sales from Continuing Operations of $1.1 Billion, an increase of 3% reflecting 9% growth in North America |
• | Net Earnings from Continuing Operations of $29 Million and Reported Net Earnings Per Share from Continuing Operations of $0.14, including tax expense of $18 Million, or $0.09 Per Diluted Share Related to the Pending Sale of Diversey |
• | Adjusted Net Income from Continuing Operations of $69 Million, Adjusted EPS from Continuing Operations of $0.35 per share and Adjusted EBITDA of $196 million, or 18.3% of Net Sales |
• | Raised Outlook for Adjusted EBITDA, Adjusted EPS and Free Cash Flow |
• | Food Care net sales of $680 million increased 2.2% as reported. Currency had a negative impact on Food Care net sales of 0.4%, or $3 million. On a constant dollar basis, net sales increased 2.6% primarily due to positive volume growth of 2.7%. Volume growth of 9% in North America and 1% in Europe, Middle East and Africa (EMEA) were partially offset by declines in Latin America and Asia Pacific. Adjusted EBITDA of $146 million or 21.5% of net sales was primarily attributable to positive volume trends, which were offset by higher raw material costs. |
• | Product Care net sales of $391 million in the second quarter were up 4.4% as reported. Currency had a negative impact on Product Care net sales of 1.3%, or $5 million. On a constant dollar basis, net sales increased 5.7% primarily due to positive volume growth of 6.1%. Continued strength in e-Commerce and fulfillment resulted in volume growth of 12% in Asia Pacific and 9% in North America. Adjusted EBITDA of $77 million or 19.7% of net sales was attributable to volume growth, which was offset by unfavorable price/cost spread primarily due to higher raw material and freight costs. |
• | Through August 1, 2017, the Company repurchased approximately 6.5 million shares for approximately $285 million with approximately $1.9 billion available for repurchase under the share repurchase program. |
Date: | Tuesday, August 8, 2017 |
Time: | 10:00 a.m. (ET) |
Webcast: | www.sealedair.com/investors |
Conference Dial In: | (855) 472-5411 (domestic) |
Conference Dial In: | (330) 863-3389 (international) |
Participant Code: | 51400170 |
Dates: | Tuesday, August 8, 2017 at 1:00 p.m. (ET) through |
Dates: | Thursday, September 7, 2017 at 12:59 p.m. (ET) |
Webcast: | www.sealedair.com/investors |
Conference Dial In: | (855) 859-2056 (domestic) |
Conference Dial In: | (404) 537-3406 (international) |
Participant Code: | 51400170 |
Three Months Ended June 30, (unaudited) | Six Months Ended June 30, (unaudited) | |||||||||||||||
(In millions, except share data) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Net sales | $ | 1,070.3 | $ | 1,038.9 | $ | 2,102.5 | $ | 2,044.8 | ||||||||
Cost of sales(2) | 726.0 | 689.3 | 1,421.8 | 1,359.6 | ||||||||||||
Gross profit | 344.3 | 349.6 | 680.7 | 685.2 | ||||||||||||
Selling, general and administrative expenses(2) | 201.8 | 197.3 | 397.6 | 382.4 | ||||||||||||
Amortization expense of intangible assets acquired | 1.1 | 3.5 | 6.1 | 6.3 | ||||||||||||
Restructuring and other charges(2) | 2.0 | 1.2 | 3.9 | 1.0 | ||||||||||||
Operating profit | 139.4 | 147.6 | 273.1 | 295.5 | ||||||||||||
Interest expense | (50.9 | ) | (50.9 | ) | (99.7 | ) | (101.8 | ) | ||||||||
Foreign currency exchange loss related to Venezuelan subsidiaries | — | (0.6 | ) | — | (1.6 | ) | ||||||||||
Charge related to Venezuelan subsidiaries(2) | — | (46.0 | ) | — | (46.0 | ) | ||||||||||
Other (expense) income, net | (3.9 | ) | 4.5 | (6.2 | ) | 1.0 | ||||||||||
Earnings before income tax provision | 84.6 | 54.6 | 167.2 | 147.1 | ||||||||||||
Income tax provision | 56.1 | 53.0 | 192.5 | 70.6 | ||||||||||||
Net earnings (loss) from continuing operations | 28.5 | 1.6 | (25.3 | ) | 76.5 | |||||||||||
Net earnings from discontinued operations, net of tax | 59.3 | 48.0 | 69.9 | 75.5 | ||||||||||||
Net earnings available to common stockholders | $ | 87.8 | $ | 49.6 | $ | 44.6 | $ | 152.0 | ||||||||
Basic: | ||||||||||||||||
Continuing operations | $ | 0.14 | $ | 0.01 | $ | (0.13 | ) | $ | 0.38 | |||||||
Discontinued operations | 0.31 | 0.24 | 0.36 | 0.38 | ||||||||||||
Net earnings (loss) per common share - basic(3) | $ | 0.45 | $ | 0.25 | $ | 0.23 | $ | 0.76 | ||||||||
Diluted: | ||||||||||||||||
Continuing operations | $ | 0.14 | $ | 0.01 | $ | (0.13 | ) | $ | 0.38 | |||||||
Discontinued operations | 0.31 | 0.24 | 0.36 | 0.38 | ||||||||||||
Net earnings (loss) per common share - diluted(3) | $ | 0.45 | $ | 0.25 | $ | 0.23 | $ | 0.76 | ||||||||
Dividends per common share | $ | 0.16 | $ | 0.16 | $ | 0.32 | $ | 0.29 | ||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||
Basic | 192.5 | 195.6 | 192.9 | 195.4 | ||||||||||||
Diluted(3) | 194.8 | 198.4 | 195.3 | 198.0 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q 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 $47.3 million being incurred which included a voluntary reduction in headcount including severance and termination benefits for employees of approximately $0.3 million recorded in restructuring and other charges, depreciation and amortization expense related to fixed assets and intangibles of approximately $0.6 million recorded in selling, general and administrative expenses, inventory reserves of $0.4 million recorded in costs of sales and the reclassification of cumulative translation adjustment of approximately $46.0 million recorded in charges related to Venezuelan subsidiaries. |
(3) | The Company early adopted ASU 2016-09 on a prospective basis as required, related to the recognition of excess tax benefits to the income statement which were previously recorded in additional paid-in capital, effective January 1, 2016. This resulted in an additional 456,352 and 436,288 diluted weighted average number of common shares outstanding for the three and six months ended June 30, 2016, respectively, and recognition of excess tax benefits of $9.6 million in net earnings from continuing operations and $1.0 million in net earnings from discontinued operations for the six months ended June 30, 2016 (there was no impact for the three months ended June 30, 2016). As a result, net earnings per common share increased by $0.05 per share for the six months ended June 30, 2016 and no impact for the three months ended June 30, 2016. |
(In millions, except share data) | June 30, 2017 (unaudited) | December 31, 2016 | ||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 243.0 | $ | 333.7 | ||||
Trade receivables, net | 310.3 | 460.5 | ||||||
Income tax receivables | 15.9 | 11.5 | ||||||
Other receivables | 77.3 | 72.7 | ||||||
Inventories, net | 532.1 | 456.7 | ||||||
Current assets held for sale | 3,016.4 | 825.7 | ||||||
Prepaid expenses and other current assets | 251.9 | 54.5 | ||||||
Total current assets | 4,446.9 | 2,215.3 | ||||||
Property and equipment, net | 926.7 | 889.6 | ||||||
Goodwill | 1,889.1 | 1,882.9 | ||||||
Intangible assets, net | 41.0 | 40.1 | ||||||
Deferred taxes | 129.7 | 169.9 | ||||||
Non-current assets held for sale | — | 2,026.0 | ||||||
Other non-current assets | 193.5 | 175.4 | ||||||
Total assets | $ | 7,626.9 | $ | 7,399.2 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Short-term borrowings | $ | 358.0 | $ | 83.0 | ||||
Current portion of long-term debt | 297.5 | 297.0 | ||||||
Accounts payable | 646.7 | 539.2 | ||||||
Current liabilities held for sale | 1,293.6 | 683.3 | ||||||
Accrued restructuring costs | 29.7 | 44.8 | ||||||
Other current liabilities | 444.5 | 471.7 | ||||||
Total current liabilities | 3,070.0 | 2,119.0 | ||||||
Long-term debt, less current portion | 3,790.1 | 3,762.6 | ||||||
Deferred taxes | 4.4 | 4.9 | ||||||
Non-current liabilities held for sale | — | 501.0 | ||||||
Other non-current liabilities | 422.9 | 402.0 | ||||||
Total liabilities | 7,287.4 | 6,789.5 | ||||||
Stockholders’ equity: | ||||||||
Preferred stock | — | — | ||||||
Common stock | 23.0 | 22.8 | ||||||
Additional paid-in capital | 1,943.7 | 1,974.1 | ||||||
Retained earnings | 1,022.8 | 1,040.0 | ||||||
Common stock in treasury | (1,729.4 | ) | (1,478.1 | ) | ||||
Accumulated other comprehensive loss, net of taxes | (920.6 | ) | (949.1 | ) | ||||
Total stockholders’ equity | 339.5 | 609.7 | ||||||
Total liabilities and stockholders’ equity | $ | 7,626.9 | $ | 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 Quarterly Report on Form 10-Q with the Securities and Exchange Commission. |
June 30, 2017 (unaudited) | December 31, 2016 | ||||||||
Short-term borrowings | $ | 358.0 | $ | 83.0 | |||||
Current portion of long-term debt | 297.5 | 297.0 | |||||||
Long-term debt, less current portion | 3,790.1 | 3,762.6 | |||||||
Total debt | 4,445.6 | 4,142.6 | |||||||
Less: cash and cash equivalents | (243.0 | ) | (333.7 | ) | |||||
Net debt | $ | 4,202.6 | $ | 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 Quarterly Report on Form 10-Q with the Securities and Exchange Commission. |
Six Months Ended June 30, (unaudited) | ||||||||
(In millions) | 2017 | 2016 | ||||||
Revised(3) | ||||||||
Net earnings available to common stockholders | $ | 44.6 | $ | 152.0 | ||||
Adjustments to reconcile net earnings to net cash provided by operating activities(2) | 268.0 | 225.5 | ||||||
Changes in operating assets and liabilities: | ||||||||
Trade receivables, net | (58.3 | ) | (83.9 | ) | ||||
Inventories | (86.5 | ) | (82.9 | ) | ||||
Accounts payable | 145.4 | 90.3 | ||||||
Other assets and liabilities | (171.9 | ) | (114.1 | ) | ||||
Net cash provided by operating activities | 141.3 | 186.9 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (93.2 | ) | (113.5 | ) | ||||
Proceeds, net from sale of business and property and equipment | 3.6 | 8.2 | ||||||
Business acquired in purchase transactions, net of cash acquired | (3.5 | ) | — | |||||
Settlement of foreign currency forward contracts | 11.3 | (31.3 | ) | |||||
Net cash used in investing activities | (81.8 | ) | (136.6 | ) | ||||
Cash flows from financing activities: | ||||||||
Net proceeds from borrowings | 252.2 | 35.0 | ||||||
Change in cash used as collateral on borrowing arrangements | (2.0 | ) | 0.3 | |||||
Dividends paid on common stock | (61.8 | ) | (57.0 | ) | ||||
Acquisition of common stock for tax withholding | (21.5 | ) | (22.3 | ) | ||||
Repurchases of common stock | (305.3 | ) | (52.0 | ) | ||||
Other financing activities | 0.3 | — | ||||||
Net cash used in financing activities | (138.1 | ) | (96.0 | ) | ||||
Effect of foreign currency exchange rate changes on cash and cash equivalents | (12.1 | ) | (16.3 | ) | ||||
Balance, beginning of period | 333.7 | 321.7 | ||||||
Net change during the period | (90.7 | ) | (62.0 | ) | ||||
Balance, end of period | $ | 243.0 | $ | 259.7 | ||||
Non-U.S. GAAP Free Cash Flow: | ||||||||
Cash flow from operating activities | $ | 141.3 | $ | 186.9 | ||||
Capital expenditures for property and equipment | (93.2 | ) | (113.5 | ) | ||||
Free Cash Flow(4) | $ | 48.1 | $ | 73.4 | ||||
Supplemental Cash Flow Information: | ||||||||
Interest payments, net of amounts capitalized | $ | 107.0 | $ | 108.0 | ||||
Income tax payments | $ | 92.6 | $ | 59.9 | ||||
Payments related to the sale of Diversey(4) | $ | 44.8 | $ | — | ||||
Stock appreciation rights payments (less amounts included in restructuring payments) | $ | — | $ | 1.9 | ||||
Restructuring payments including associated costs | $ | 33.1 | $ | 36.4 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission. |
(2) | 2017 primarily consists of $117 million of deferred taxes, depreciation and amortization $105 million, share based compensation expense of $23 million and profit sharing expense of $15 million. 2016 primarily consists of depreciation and amortization of $107 million, share based compensation expense of $30 million, profit sharing expense of $17 million, charges related to ceasing operations in Venezuela of $46 million, loss on sale of business of $2 million, and a remeasurement loss of $3 million. |
(3) | The Company early adopted ASU 2016-09 on a retrospective basis related to the classification of excess tax benefits on the Statement of Cash Flows, effective January 1, 2016, which resulted in an increase in operating cash flow of $7 million and a decrease in financing activities of $7 million for the six months ended June 30, 2016. There was not a material impact on the three months ended June 30, 2016. |
(4) | Free cash flow was $93 million in 2017 excluding the payment of charges related to the sale of Diversey of $45 million. These payments include $33 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 June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
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 (loss) and EPS available to common stockholders from continuing operations(2) | $ | 28.5 | $ | 0.14 | $ | 1.6 | $ | 0.01 | $ | (25.3 | ) | $ | (0.13 | ) | $ | 76.5 | $ | 0.38 | ||||||||||||||
Special items(3) | 40.0 | 0.21 | 71.6 | 0.36 | 178.5 | 0.91 | 79.5 | 0.40 | ||||||||||||||||||||||||
Non-U.S. GAAP adjusted net earnings and adjusted EPS available to common stockholders from continuing operations | $ | 68.5 | $ | 0.35 | $ | 73.2 | $ | 0.37 | $ | 153.2 | $ | 0.78 | $ | 156 | $ | 0.78 | ||||||||||||||||
Weighted average number of common shares outstanding - Diluted | 194.8 | 198.4 | 195.3 | 198.0 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q 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 June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions, except per share data) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Special Items: | ||||||||||||||||
Restructuring and other charges(1) | $ | (2.0 | ) | $ | (0.9 | ) | (3.9 | ) | (0.7 | ) | ||||||
Other restructuring associated costs included in cost of sales and selling, general and administrative expenses | (5.9 | ) | (4.1 | ) | (9.8 | ) | (8.0 | ) | ||||||||
SARs | — | (0.9 | ) | — | (1.0 | ) | ||||||||||
Foreign currency exchange loss related to Venezuelan subsidiaries | — | (0.6 | ) | — | (1.6 | ) | ||||||||||
Charges related to ceasing operations in Venezuela(1) | — | (47.3 | ) | — | (47.3 | ) | ||||||||||
(Loss) gain on sale of North American foam trays and absorbent pads business and European food trays business | (0.2 | ) | — | 2.1 | (1.6 | ) | ||||||||||
(Loss) gain related to the sale of other businesses, investments and property, plant and equipment | (0.2 | ) | (0.4 | ) | (0.2 | ) | (2.1 | ) | ||||||||
Charges related to the sale of Diversey | (17.8 | ) | — | (33.9 | ) | — | ||||||||||
Other special items(2) | (1.5 | ) | 1.8 | 2.6 | 0.4 | |||||||||||
Pre-tax impact of special items | (27.6 | ) | (52.4 | ) | (43.1 | ) | (61.9 | ) | ||||||||
Tax impact of special items and tax special items(3) | (12.4 | ) | (19.2 | ) | (135.4 | ) | (17.6 | ) | ||||||||
Net impact of special items | $ | (40.0 | ) | $ | (71.6 | ) | $ | (178.5 | ) | $ | (79.5 | ) | ||||
Weighted average number of common shares outstanding - Diluted | 194.8 | 198.4 | 195.3 | 198.0 | ||||||||||||
Earnings per share impact from special items | $ | (0.21 | ) | $ | (0.36 | ) | $ | (0.91 | ) | $ | (0.40 | ) |
(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 $47.3 million being incurred which included a voluntary reduction in headcount including severance and termination benefits for employees of approximately $0.3 million recorded in restructuring and other charges, depreciation and amortization expense related to fixed assets and intangibles of approximately $0.6 million recorded in selling, |
(2) | Other special items for the six months ended June 30, 2017 primarily included a recovered wage tax as the result of a court ruling partially offset by legal fees associated with restructuring and acquisitions. For the three months ended June 30, 2017 other special items primarily included an expense related to the recovered wage tax reserve as well as legal fees associated with restructuring and acquisitions. Other special items for the three and six months ended June 30, 2016 primarily included a reduction in a non-income tax reserve following the completion of a governmental audit 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 June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions, except per share data) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
U.S. GAAP Earnings before income tax provision from continuing operations | $ | 84.6 | $ | 54.6 | $ | 167.2 | $ | 147.1 | ||||||||
Pre-tax impact of special items | (27.6 | ) | (52.4 | ) | (43.1 | ) | (61.9 | ) | ||||||||
Non-U.S. GAAP Adjusted Earnings before income tax provision from continuing operations | $ | 112.2 | $ | 107.0 | $ | 210.3 | $ | 209.0 | ||||||||
U.S. GAAP Income tax provision from continuing operations | $ | 56.1 | $ | 53.0 | $ | 192.5 | $ | 70.6 | ||||||||
Tax Special Items(1) | (21.6 | ) | (21.1 | ) | (149.9 | ) | (21.1 | ) | ||||||||
Tax impact of Special Items | 9.2 | 1.9 | 14.5 | 3.5 | ||||||||||||
Non-U.S. GAAP Adjusted Income tax provision from continuing operations | $ | 43.7 | $ | 33.8 | $ | 57.1 | $ | 53.0 | ||||||||
U.S. GAAP Effective income tax rate | 66.3 | % | 97.1 | % | 115.1 | % | 48.0 | % | ||||||||
Non-U.S. GAAP Adjusted income tax rate | 38.9 | % | 31.6 | % | 27.2 | % | 25.4 | % |
(1) | For the three and six months ended June 30, 2017, the special tax items included $18 million and $145 million respectively, of tax expense recorded in accordance with the pending sale of Diversey. |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Net Sales: | ||||||||||||||||
Food Care | $ | 679.5 | $ | 664.6 | $ | 1,335.1 | $ | 1,303.0 | ||||||||
As a % of Total Company net sales | 63.5 | % | 64.0 | % | 63.5 | % | 63.7 | % | ||||||||
Product Care | 390.8 | 374.3 | 767.4 | 741.8 | ||||||||||||
As a % of Total Company net sales | 36.5 | % | 36.0 | % | 36.5 | % | 36.3 | % | ||||||||
Total Company Net Sales | $ | 1,070.3 | $ | 1,038.9 | $ | 2,102.5 | $ | 2,044.8 | ||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Adjusted EBITDA from continuing operations(2): | ||||||||||||||||
Food Care | $ | 146.2 | $ | 146.5 | $ | 287.7 | $ | 285.1 | ||||||||
Adjusted EBITDA Margin | 21.5 | % | 22.0 | % | 21.5 | % | 21.9 | % | ||||||||
Product Care | 77.1 | 78.7 | 151.2 | 155.8 | ||||||||||||
Adjusted EBITDA Margin | 19.7 | % | 21.0 | % | 19.7 | % | 21.0 | % | ||||||||
Corporate(3) | (27.0) | (31.5) | (60.7) | (61.0) | ||||||||||||
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations | $ | 196.3 | $ | 193.7 | $ | 378.2 | $ | 379.9 | ||||||||
Adjusted EBITDA Margin | 18.3 | % | 18.6 | % | 18.0 | % | 18.6 | % |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q 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 $2.0 million and $3.6 million for the three and six months ended June 30, 2016, respectively. |
(3) | Unallocated costs related to Diversey that have been included in adjusted EBITDA for Corporate were as follows: |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Unallocated costs | $ | 2.9 | $ | 3.6 | $ | 10.9 | $ | 8.7 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
U.S. GAAP Net earnings (loss) from continuing operations | $ | 28.5 | $ | 1.6 | $ | (25.3 | ) | $ | 76.5 | |||||||
Interest expense | (50.9 | ) | (50.9 | ) | (99.7 | ) | (101.8 | ) | ||||||||
Interest income | 3.2 | 2.0 | 5.4 | 3.6 | ||||||||||||
Income tax provision | 56.1 | 53.0 | 192.5 | 70.6 | ||||||||||||
Depreciation and amortization(4) | (36.4 | ) | (38.5 | ) | (73.6 | ) | (73.4 | ) | ||||||||
Accelerated depreciation and amortization of fixed assets and intangible assets for Venezuelan subsidiaries(2) | — | 0.7 | — | 0.7 | ||||||||||||
Special Items: | ||||||||||||||||
Restructuring and other charges(2)(5) | (2.0 | ) | (0.9 | ) | (3.9 | ) | (0.7 | ) | ||||||||
Other restructuring associated costs included in cost of sales and selling, general and administrative expenses | (5.9 | ) | (4.1 | ) | (9.8 | ) | (8.0 | ) | ||||||||
SARs | — | (0.9 | ) | — | (1.0 | ) | ||||||||||
Foreign currency exchange loss related to Venezuelan subsidiaries | — | (0.6 | ) | — | (1.6 | ) | ||||||||||
Charges related to ceasing operations in Venezuela(2) | — | (47.3 | ) | (47.3 | ) | |||||||||||
(Loss) gain on sale of North American foam trays and absorbent pads business and European food trays business | (0.2 | ) | — | 2.1 | (1.6 | ) | ||||||||||
Loss related to the sale of other businesses, investments and property, plant and equipment | (0.2 | ) | (0.4 | ) | (0.2 | ) | (2.1 | ) | ||||||||
Charges incurred related to the sale of Diversey | (17.8 | ) | — | (33.9 | ) | — | ||||||||||
Other special items(3) | (1.5 | ) | 1.8 | 2.6 | 0.4 | |||||||||||
Pre-tax impact of Special items | (27.6 | ) | (52.4 | ) | (43.1 | ) | (61.9 | ) | ||||||||
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations | $ | 196.3 | $ | 193.7 | $ | 378.2 | $ | 379.9 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q 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 $47.3 million being incurred which included a voluntary reduction in headcount including severance and termination benefits for employees of approximately $0.3 million recorded in restructuring and other charges, depreciation and amortization expense related to fixed assets and intangibles of approximately $0.6 million recorded in selling, general and administrative expenses, inventory reserves of $0.4 million recorded in costs of sales and the release of cumulative translation adjustment of approximately $46.0 million recorded in charges related to Venezuelan subsidiaries. |
(3) | Other special items for the six months ended June 30, 2017 primarily included a recovered wage tax as the result of a court ruling partially offset by legal fees associated with restructuring and acquisitions. For the three months ended June 30, 2017 other special items primarily included an expense related to the recovered wage tax reserve as well as legal fees associated with restructuring and acquisitions. Other special items for the three and six months ended June 30, 2016 primarily included a reduction in a non-income tax reserve following the completion of a governmental audit partially offset by legal fees associated with restructuring and acquisitions. |
(4) | Depreciation and amortization by segment are as follows: |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Food Care | $ | 24.3 | $ | 22.3 | $ | 49.4 | $ | 45.2 | ||||||||
Product Care | 11.0 | 9.4 | 22.5 | 19.0 | ||||||||||||
Corporate | 1.1 | 6.8 | 1.7 | 9.2 | ||||||||||||
Total Company depreciation and amortization(1) | $ | 36.4 | $ | 38.5 | $ | 73.6 | $ | 73.4 |
(4) | Restructuring and other charges by segment is as follows: |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(In millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Food Care | $ | 1.3 | $ | 0.5 | $ | 2.5 | $ | 0.4 | ||||||||
Product Care | 0.7 | 0.4 | 1.4 | 0.3 | ||||||||||||
Total Company restructuring and other charges(1) | $ | 2.0 | $ | 0.9 | $ | 3.9 | $ | 0.7 |
Three Months Ended June 30, (Unaudited) | |||||||||||||||||||||
(In millions) | Food Care | Product Care | Total Company | ||||||||||||||||||
2016 Net Sales | $ | 664.6 | $ | 374.3 | $ | 1,038.9 | |||||||||||||||
Volume - Units | 17.9 | 2.7 | % | 22.8 | 6.1 | % | 40.7 | 3.9 | % | ||||||||||||
Price/mix(2) | (0.4 | ) | (0.1 | )% | (1.6 | ) | (0.4 | )% | (2 | ) | (0.2 | )% | |||||||||
Total constant dollar change (Non-U.S. GAAP)(3) | 17.5 | 2.6 | % | 21.2 | 5.7 | % | 38.7 | 3.7 | % | ||||||||||||
Foreign currency translation | (2.6 | ) | (0.4 | )% | (4.7 | ) | (1.3 | )% | (7.3 | ) | (0.7 | )% | |||||||||
Total change (U.S. GAAP) | $ | 14.9 | 2.2 | % | $ | 16.5 | 4.4 | % | $ | 31.4 | 3.0 | % | |||||||||
2017 Net Sales | $ | 679.5 | $ | 390.8 | $ | 1,070.3 |
Six Months Ended June 30, (Unaudited) | |||||||||||||||||||||
(In millions) | Food Care | Product Care | Total Company | ||||||||||||||||||
2016 Net Sales | $ | 1,303.0 | $ | 741.8 | $ | 2,044.8 | |||||||||||||||
Volume - Units | 37.7 | 2.9 | % | 41.3 | 5.6 | % | 79 | 3.9 | % | ||||||||||||
Price/mix(2) | (6.6 | ) | (0.5 | )% | (6.8 | ) | (0.9 | )% | (13.4 | ) | (0.7 | )% | |||||||||
Total constant dollar change (Non-U.S. GAAP)(3) | 31.1 | 2.4 | % | 34.5 | 4.7 | % | 65.6 | 3.2 | % | ||||||||||||
Foreign currency translation | 1.0 | 0.1 | % | (8.9 | ) | (1.2 | )% | (7.9 | ) | (0.4 | )% | ||||||||||
Total change (U.S. GAAP) | $ | 32.1 | 2.5 | % | $ | 25.6 | 3.5 | % | $ | 57.7 | 2.8 | % | |||||||||
2017 Net Sales | $ | 1,335.1 | $ | 767.4 | $ | 2,102.5 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Quarterly report on Form 10-Q 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 June 30, (Unaudited) | |||||||||||||||||||||||||||||||||||
(In millions) | North America | EMEA(2) | Latin America | APAC(3) | Total | ||||||||||||||||||||||||||||||
2016 net sales | $ | 544.8 | $ | 248.8 | $ | 99.4 | $ | 145.9 | $ | 1,038.9 | |||||||||||||||||||||||||
Volume-Units | 49.7 | 9.1 | % | (1.9 | ) | (0.8 | )% | (5.9 | ) | (5.9 | )% | (1.2 | ) | (0.8 | )% | 40.7 | 3.9 | % | |||||||||||||||||
Price/mix(4) | (1.3 | ) | (0.2 | )% | (1.4 | ) | (0.6 | )% | 1.6 | 1.6 | % | (0.9 | ) | (0.6 | )% | (2.0 | ) | (0.2 | )% | ||||||||||||||||
Total constant dollar change (Non-U.S. GAAP)(5) | $ | 48.4 | 8.9 | % | $ | (3.3 | ) | (1.4 | )% | $ | (4.3 | ) | (4.3 | )% | $ | (2.1 | ) | (1.4 | )% | $ | 38.7 | 3.7 | % | ||||||||||||
Foreign currency translation | (0.9 | ) | (0.2 | )% | (5.7 | ) | (2.3 | )% | 0.2 | 0.2 | % | (0.9 | ) | (0.6 | )% | (7.3 | ) | (0.7 | )% | ||||||||||||||||
Total change (U.S. GAAP) | $ | 47.5 | 8.7 | % | $ | (9.0 | ) | (3.7 | )% | $ | (4.1 | ) | (4.1 | )% | $ | (3.0 | ) | (2.0 | )% | $ | 31.4 | 3.0 | % | ||||||||||||
2017 net sales | $ | 592.3 | $ | 239.8 | $ | 95.3 | $ | 142.9 | $ | 1,070.3 |
Six Months Ended June 30, (Unaudited) | |||||||||||||||||||||||||||||||||||
(In millions) | North America | EMEA(2) | Latin America | APAC(3) | Total | ||||||||||||||||||||||||||||||
2016 net sales | $ | 1,076.4 | $ | 484.2 | $ | 190.3 | $ | 293.9 | $ | 2,044.8 | |||||||||||||||||||||||||
Volume-Units | 89.1 | 8.3 | % | (5.5 | ) | (1.1 | )% | (4.6 | ) | (2.4 | )% | — | — | % | 79 | 3.9 | % | ||||||||||||||||||
Price/mix(4) | (10.5 | ) | (1.0 | )% | (6.1 | ) | (1.3 | )% | 5.3 | 2.8 | % | (2.1 | ) | (0.7 | )% | (13.4 | ) | (0.7 | )% | ||||||||||||||||
Total constant dollar change (Non-U.S. GAAP)(5) | $ | 78.6 | 7.3 | % | $ | (11.6 | ) | (2.4 | )% | $ | 0.7 | 0.4 | % | $ | (2.1 | ) | (0.7 | )% | $ | 65.6 | 3.2 | % | |||||||||||||
Foreign currency translation | (0.3 | ) | — | % | (13.7 | ) | (2.8 | )% | 1.7 | 0.9 | % | 4.4 | 1.5 | % | (7.9 | ) | (0.4 | )% | |||||||||||||||||
Total change (U.S. GAAP) | $ | 78.3 | 7.3 | % | $ | (25.3 | ) | (5.2 | )% | $ | 2.4 | 1.3 | % | $ | 2.3 | 0.8 | % | $ | 57.7 | 2.8 | % | ||||||||||||||
2017 net sales | $ | 1,154.7 | $ | 458.9 | $ | 192.7 | $ | 296.2 | $ | 2,102.5 |
(1) | The supplementary information included in this press release for 2017 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q 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 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. |