PSM for /24


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20172023
Or
¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-12139
SEALED AIR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
65-0654331
SEALED AIR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware65-0654331
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification Number)
2415 Cascade Pointe Boulevard
Charlotte, North Carolina
28208
CharlotteNorth Carolina28208
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (980) 221-3235
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.10 per shareSEENew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☒Accelerated filer¨
Non-accelerated filer¨Smaller reporting company☐
Large accelerated filerýAccelerated filer¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company¨
Emerging growth company¨☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨☐    No  ý
There were 229,996,518144,435,614 shares of the registrant’s common stock, par value $0.10 per share, issued and outstanding as of October 31, 2017.



2023.


SEALED AIR CORPORATION AND SUBSIDIARIES
Table of Contents
Page
PART I. FINANCIAL INFORMATION
Financial statements
Condensed Consolidated Balance Sheets — SeptemberSeptember 30, 20172023 and December 31, 20162022
54
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 20172023 and 20162022
65
Condensed Consolidated Statements of Comprehensive Income for the Three and NineNine Months Ended September 30, 20172023 and 20162022
76
Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2023 and 2022
7
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 20172023 and 20162022
8
10
Note 1 Organization and Basis of Presentation
109
Note 2 Recently Adopted and Issued Accounting Standards
1110
Note 3 Discontinued Operations, Divestitures and AcquisitionsRevenue Recognition, Contracts with Customers
1410
Note 4 SegmentsLeases
1613
Note 5 InventoriesAcquisitions
1915
Note 6 Segments
18
Note 7 Inventories, net
20
Note 8 Property Plant and Equipment, net
2021
Note 79 Goodwill and Identifiable Intangible Assets, net
2021
Note 810 Accounts Receivable Securitization Programs
2122
Note 9 Restructuring and Relocation Activities11 Accounts Receivable Factoring Agreements
2223
Note 1012 Restructuring Activities
24
Note 13 Debt and Credit Facilities
2426
Note 1114 Derivatives and Hedging Activities
2528
Note 1215 Fair Value Measurements, Equity Investments and Other Financial Instruments
2831
Note 1316 Defined Benefit Pension Plans and Other Post-Employment Benefit Plans
3134
Note 1417 Income Taxes
3234
Note 1518 Commitments and Contingencies
3235
Note 1619 Stockholders’ Equity
3337
Note 1720 Accumulated Other Comprehensive Income (Loss)Loss
3741
Note 1821 Other (Expense) Income,Expense, net
3842
Note 1922 Net Earnings Per Common Share
3942
Note 2023 Subsequent Events
3942
Item 2.      Management’s Discussion and Analysis of Financial Condition Andand Results of OperationOperations
4044
Item 3.      Quantitative and Qualitative Disclosures About Market Risk
6064
Item 4.      Controls and Procedures
6367
PART II.  OTHER INFORMATION
Item 1.      Legal Proceedings
6568
Item 1A.   Risk Factors
6568
Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds
6568
Item 5. Other Information
69
Item 6.      Exhibits
6770
Signature
6871






2



Cautionary Notice Regarding Forward-Looking Statements
This report 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.operations and cash flows. The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking statements so that investors can better understand a company’s future prospects and make informed investment decisions. 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,“anticipate,” “believes,“believe,” “plan,” “assumes,“assume,” “could,” “should,” “estimates,“estimate,” “expects,“expect,” “intends,“intend,” “potential,” “seek,” “predict,” “may,” “will” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expected future operating results, expectations regarding the results of restructuring and other programs, expectations regarding future impacts resulting from the Liquibox (as defined in Note 5 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this report) acquisition, anticipated levels of capital expenditures and expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings.

The following are important factors that we believe could cause actual results to differ materially from those in our forward-looking statements: the tax benefits associated with the Settlement agreement (as defined in our Annual Report on Form 10-K for the year ended December 31, 2016), global economic and political conditions, changes in our credit ratings,including recessionary and inflationary pressures, currency translation and devaluation effects, changes in raw material pricing and availability, competitive conditions, the success of new product offerings, failure to realize synergies and other financial benefits from the acquisition of Liquibox within the expected time frames, greater than expected costs or difficulties related to the integration of Liquibox, consumer preferences, the effects of animal and food-related health issues, the effects of epidemics or pandemics, including the Coronavirus Disease 2019 (COVID-19), negative impacts related to the ongoing conflict between Russia and Ukraine and related sanctions, export restrictions and other counteractions thereto, uncertainties relating to existing or potential increased hostilities in the Middle East, changes in energy costs, competitive conditions,environmental matters, the success of our restructuring activities, currency translationthe success of our merger, acquisition and devaluation effects,equity investment strategies, the success of our financial growth, profitability, cash generation and manufacturing strategies and our cost reduction and productivity efforts, changes in our credit ratings, the successtax benefit associated with the Settlement agreement (as defined in Note 18 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of new product offerings, the effects of animal and food-related health issues, pandemics, consumer preferences, environmental matters,this report), regulatory actions and legal matters, and the other information referenced in Part I, Item 1A, "Risk Factors", of our Annual Report on Form 10-K for the year ended December 31, 20162022 as filed with the SecuritiesSEC, and Exchange Commission, and as revised and updated byin any of our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.subsequent SEC filings. Any forward-looking statement made by us in this report is 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,statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Non-U.S. GAAP Information
3

We present financial information that conforms to Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). We also present financial information that does not conform to U.S. GAAP, which we refer to as non-U.S. GAAP, as our management believes it is useful to investors. In addition, non-U.S. GAAP measures are used by management to review and analyze our operating performance and, along with other data, as internal measures for setting annual budgets and forecasts, assessing financial performance, providing guidance and comparing our financial performance with our peers. The non-U.S. GAAP information has limitations as an analytical tool and should not be considered in isolation from or as a substitute for U.S. GAAP information. It does not purport to represent any similarly titled U.S. GAAP information and is not an indicator of our performance under U.S. GAAP. Non-U.S. GAAP financial measures that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-U.S. GAAP measures. Further, investors are urged to review and consider carefully the adjustments made by management to the most directly comparable U.S. GAAP financial measure to arrive at these non-U.S. GAAP financial measures. See Note 4, “Segments” of the Notes to Consolidated Financial Statements and our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) for reconciliations of our U.S. GAAP financial measures to non-U.S. GAAP.  Information reconciling forward-looking U.S. GAAP measures to non-U.S. GAAP measures is not available without unreasonable effort.
Our management may assess our financial results both on a U.S. GAAP basis and on a non-U.S. GAAP basis. Non-U.S. GAAP financial measures provide management with additional means to understand and evaluate the core operating results and trends in our ongoing business by eliminating certain one-time expenses and/or gains (which may not occur in each period presented) and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and peers more difficult, obscure trends in ongoing operations or reduce management’s ability to make useful forecasts.


Our non-U.S. GAAP financial measures may also be considered in calculations of our performance measures set by the Organization and Compensation Committee of our Board of Directors for purposes of determining incentive compensation. The non-U.S. GAAP financial metrics mentioned above exclude items that we consider to be certain specified items (“Special Items”), such as restructuring charges, charges related to ceasing operations in Venezuela, cash-settled stock appreciation rights (“SARs”) granted as part of the original Diversey acquisition, special tax items (“Tax Special Items”) and certain other infrequent or one-time items. We evaluate unusual or Special Items on an individual basis. Our evaluation of whether to exclude an unusual or special item for purposes of determining our non-U.S. GAAP financial measures considers both the quantitative and qualitative aspects of the item, including among other things (i) its nature, (ii) whether or not it relates to our ongoing business operations, and (iii) whether or not we expect it to occur as part of our normal business on a regular basis.
The Company measures segment performance using Adjusted EBITDA (a non-U.S. GAAP financial measure). Adjusted EBITDA is defined as Earnings before Interest Expense, Taxes, Depreciation and Amortization, adjusted to exclude the impact of Special Items.
We also present our adjusted income tax rate or provision (“Adjusted Tax Rate”). The Adjusted Tax Rate is a measure of our U.S. GAAP effective tax rate, adjusted to exclude the tax impact from the Special Items that are excluded from our Adjusted Net Earnings and Adjusted EPS metrics as well as expense or benefit from any special taxes or tax benefits (“Tax Special Items”). The Adjusted Tax Rate is an indicator of the taxes on our core business. The tax situation and effective tax rate in the specific countries where the excluded or Special Items occur will determine the impact (positive or negative) to the Adjusted Tax Rate.
In our “Net Sales by Geographic Region,” “Components of Change in Net Sales by Segment” and in some of the discussions and tables that follow, we exclude the impact of foreign currency translation when presenting net sales information, which we define as “constant dollar.” Changes in net sales excluding the impact of foreign currency translation are non-U.S. GAAP financial measures. As a worldwide business, 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 may 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 investors.
We have not provided guidance for the most directly comparable U.S. GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain Special Items, including gains and losses on the disposition of businesses, the ultimate outcome of certain legal or tax proceedings, foreign currency gains or losses and other unusual gains and losses.  These items are uncertain, depend on various factors, and could be material to our results computed in accordance with U.S. GAAP. 


SEALED AIR CORPORATION AND SUBSIDIARIES



Condensed Consolidated Balance Sheets
(Unaudited)
(In USD millions, except share and per share data)September 30, 2023December 31, 2022
ASSETS  
Current assets:  
Cash and cash equivalents$281.3 $456.1 
Trade receivables, net of allowance for credit losses of $13.9 in 2023 and $11.5 in 2022479.8 592.4 
Income tax receivables46.8 40.3 
Other receivables86.0 91.5 
Advances and deposits (Note 17) and (Note 18)
198.7 12.7 
Inventories, net of inventory reserves of $39.6 in 2023 and $28.9 in 2022 (Note 7)
834.2 866.3 
Current assets held for sale1.0 — 
Prepaid expenses and other current assets195.0 57.5 
Total current assets2,122.8 2,116.8 
Property and equipment, net (Note 8)
1,386.2 1,275.9 
Goodwill (Note 9)
2,913.3 2,174.5 
Identifiable intangible assets, net (Note 9)
445.8 138.4 
Deferred taxes119.5 141.5 
Operating lease right-of-use-assets (Note 4)
86.0 70.2 
Other non-current assets294.1 297.4 
Total assets$7,367.7 $6,214.7 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Short-term borrowings (Note 13)
$211.6 $6.6 
Current portion of long-term debt (Note 13)
28.1 434.0 
Current portion of operating lease liabilities (Note 4)
29.3 24.0 
Accounts payable746.1 865.6 
Accrued restructuring costs (Note 12)
22.4 14.7 
Income tax payable19.8 19.9 
Other current liabilities662.6 717.0 
Total current liabilities1,719.9 2,081.8 
Long-term debt, less current portion (Note 13)
4,630.9 3,237.9 
Long-term operating lease liabilities, less current portion (Note 4)
64.5 49.6 
Deferred taxes58.3 33.4 
Other non-current liabilities485.7 467.9 
Total liabilities6,959.3 5,870.6 
Commitments and contingencies (Note 18)
Stockholders’ equity:  
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2023 and 2022— — 
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 234,012,500 in 2023 and 233,233,456 in 2022; shares outstanding: 144,426,208 in 2023 and 144,672,113 in 202223.4 23.3 
Additional paid-in capital2,167.8 2,155.3 
Retained earnings3,293.7 3,163.4 
Common stock in treasury, 89,586,292 shares in 2023 and 88,561,343 shares in 2022(4,076.0)(4,019.1)
Accumulated other comprehensive loss, net of taxes (Note 20)
(1,000.5)(978.8)
Total stockholders’ equity408.4 344.1 
Total liabilities and stockholders’ equity$7,367.7 $6,214.7 

See accompanying Notes to Condensed Consolidated Financial Statements.
 
4
(In millions, except share data) September 30, 2017 (unaudited) December 31, 2016
ASSETS  
  
Current assets:  
  
Cash and cash equivalents $1,304.7
 $333.7
Trade receivables, net of allowance for doubtful accounts of $6.8 in 2017 and $8.4 in 2016 540.5
 460.5
Income tax receivables 16.7
 11.5
Other receivables 81.7
 72.7
Inventories, net of inventory reserves of $17.4 in 2017 and $13.4 in 2016 547.7
 456.7
Current assets held for sale 20.8
 825.7
Prepaid expenses and other current assets 63.6
 54.5
Total current assets 2,575.7
 2,215.3
Property and equipment, net 951.0
 889.6
Goodwill 1,898.3
 1,882.9
Intangible assets, net 44.8
 40.1
Deferred taxes 275.7
 169.9
Non-current assets held for sale —
 2,026.0
Other non-current assets 193.9
 175.4
Total assets $5,939.4
 $7,399.2
LIABILITIES AND STOCKHOLDERS’ EQUITY  
  
Current liabilities:  
  
Short-term borrowings $84.0
 $83.0
Current portion of long-term debt 2.0
 297.0
Accounts payable 778.2
 539.2
Current liabilities held for sale 1.8
 683.3
Accrued restructuring costs 16.1
 44.8
Income tax payable 183.6
 48.3
Other current liabilities 451.2
 423.4
Total current liabilities 1,516.9
 2,119.0
Long-term debt, less current portion 3,219.4
 3,762.6
Deferred taxes 4.7
 4.9
Non-current liabilities held for sale —
 501.0
Other non-current liabilities 437.8
 402.0
Total liabilities 5,178.8
 6,789.5
Commitments and contingencies - Note 15 

 

Stockholders’ equity:  
  
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2017 and 2016 —
 —
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 230,002,826 in 2017 and 227,638,738 in 2016; shares outstanding: 180,394,303 in 2017 and 193,482,383 in 2016 23.0
 22.8
Additional paid-in capital 1,933.3
 1,974.1
Retained earnings 1,796.0
 1,040.0
Common stock in treasury, 49,608,523 shares in 2017 and 34,156,355 shares in 2016 (2,155.8) (1,478.1)
Accumulated other comprehensive loss, net of taxes (835.9) (949.1)
Total stockholders’ equity 760.6
 609.7
Total liabilities and stockholders’ equity $5,939.4
 $7,399.2

SEALED AIR CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(In USD millions, except per share data)2023202220232022
Net sales$1,381.8 $1,400.4 $4,111.4 $4,236.0 
Cost of sales968.5 966.8 2,875.0 2,887.1 
Gross profit413.3 433.6 1,236.4 1,348.9 
Selling, general and administrative expenses181.8 196.0 582.6 605.6 
(Loss) Gain on disposal of businesses and property and equipment, net(48.7)(0.3)(55.2)5.1 
Amortization expense of intangible assets15.4 8.7 46.0 27.0 
Restructuring charges (Note 12)
9.8 0.6 9.2 4.6 
Operating profit157.6 228.0 543.4 716.8 
Interest expense, net(70.1)(40.9)(196.6)(119.3)
Other expense, net (Note 21)
(9.6)(3.1)(33.0)(47.4)
Earnings before income tax provision77.9 184.0 313.8 550.1 
Income tax provision (Note 17)
20.3 51.4 99.4 153.5 
Net earnings from continuing operations57.6 132.6 214.4 396.6 
(Loss) Gain on sale of discontinued operations, net of tax(1.0)1.6 3.2 0.7 
Net earnings$56.6 $134.2 $217.6 $397.3 
Basic:    
Continuing operations$0.40 $0.91 $1.49 $2.71 
Discontinued operations(0.01)0.01 0.02 0.01 
Net earnings per common share - basic (Note 22)
$0.39 $0.92 $1.51 $2.72 
Diluted:
Continuing operations$0.40 $0.91 $1.48 $2.68 
Discontinued operations(0.01)0.01 0.02 0.01 
Net earnings per common share - diluted (Note 22)
$0.39 $0.92 $1.50 $2.69 
Weighted average number of common shares outstanding: (Note 22)
Basic144.5 145.2 144.3 146.3 
    Diluted144.9 146.6 144.8 147.8 
 
See accompanying Notes to Condensed Consolidated Financial Statements.




5

SEALED AIR CORPORATION AND SUBSIDIARIES



Condensed Consolidated Statements of OperationsComprehensive Income
(Unaudited)
  Three Months Ended September 30, (unaudited) Nine Months Ended September 30, (unaudited)
(In millions, except share data) 2017 2016 2017 2016
Net sales $1,131.3
 $1,065.1
 $3,233.8
 $3,109.9
Cost of sales(1)
 769.2
 708.4
 2,191.0
 2,068.0
Gross profit 362.1
 356.7
 1,042.8
 1,041.9
Selling, general and administrative expenses(1)
 192.7
 184.2
 590.2
 566.7
Amortization expense of intangible assets acquired 3.1
 4.1
 9.2
 10.4
Restructuring and other charges(1)
 6.2
 1.3
 9.2
 1.4
Operating profit 160.1
 167.1
 434.2
 463.4
Interest expense (54.0) (49.6) (153.7) (151.4)
Foreign currency exchange loss related to Venezuelan subsidiaries —
 —
 —
 (1.6)
Charge related to Venezuelan subsidiaries(1)
 —
 —
 —
 (46.0)
Other (expense) income, net —
 0.4
 (6.2) 1.4
Earnings before income tax provision 106.1
 117.9
 274.3
 265.8
Income tax provision 43.7
 54.1
 236.5
 124.7
Net earnings from continuing operations 62.4
 63.8
 37.8
 141.1
Gain on sale of discontinued operations, net of tax 699.3
 —
 699.3
 —
Net earnings from discontinued operations, net of tax(2)
 25.7
 99.5
 111.3
 174.2
Net earnings available to common stockholders $787.4
 $163.3
 $848.4
 $315.3
Basic:  
  
  
  
Continuing operations $0.33
 $0.33
 $0.20
 $0.71
Discontinued operations(2)
 3.86
 0.51
 4.22
 0.89
Net earnings per common share - basic $4.19
 $0.84
 $4.42
 $1.60
Diluted:        
Continuing operations $0.33
 $0.32
 $0.19
 $0.71
Discontinued operations(2)
 3.82
 0.51
 4.18
 0.88
Net earnings per common share - diluted $4.15
 $0.83
 $4.37
 $1.59
Dividends per common share $0.16
 $0.16
 $0.48
 $0.45
Weighted average number of common shares outstanding:        
Basic 186.9
 194.1
 190.9
 195.0
     Diluted 188.9
 196.7
 192.9
 197.5
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(In USD millions)GrossTaxesNetGrossTaxesNetGrossTaxesNetGrossTaxesNet
Net earnings$56.6 $134.2 $217.6 $397.3 
Other comprehensive income (loss):    
Recognition of pension items$1.3 $(0.3)1.0 $1.2 $(0.3)0.9 $4.1 $(1.0)3.1 $4.0 $(1.0)3.0 
Unrealized gains (losses) on derivative instruments for net investment hedge6.0 (1.5)4.5 25.2 (6.3)18.9 (8.9)2.2 (6.7)60.5 (15.1)45.4 
Unrealized gains (losses) on derivative instruments for cash flow hedge1.2 (0.3)0.9 4.3 (1.1)3.2 (1.7)0.4 (1.3)6.8 (1.8)5.0 
Foreign currency translation adjustments(49.3)— (49.3)(90.2)— (90.2)(16.8)— (16.8)(149.0)— (149.0)
Other comprehensive (loss)$(40.8)$(2.1)(42.9)$(59.5)$(7.7)(67.2)$(23.3)$1.6 (21.7)$(77.7)$(17.9)(95.6)
Comprehensive income, net of taxes$13.7 $67.0 $195.9 $301.7 
 
See accompanying Notes to Condensed Consolidated Financial Statements.
6
(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.  Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details.
(2)
For the nine months ended September 30, 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 basic and diluted shares by $0.09 per share.




SEALED AIR CORPORATION AND SUBSIDIARIES



Condensed Consolidated Statements of Comprehensive IncomeStockholders’ Equity
  Three Months Ended September 30, (unaudited) Nine Months Ended September 30, (unaudited)
(In millions) 2017 2016 2017 2016
Net earnings available to common stockholders $787.4
 $163.3
 $848.4
 $315.3
Other comprehensive income (loss), net of taxes:  
  
  
  
Recognition of deferred pension items, net of taxes of $(45.3) for the three months ended September 30, 2017, $(0.7) for the three months ended September 30, 2016, $(48.3) for the nine months ended September 30, 2017 and $(2.0) for the nine months ended September 30, 2016 174.6
 1.8
 179.9
 5.6
Unrealized gain (losses)on derivative instruments for net investment hedge, net of taxes of $12.1 for three months ended September 30, 2017, $5.2 for the three months ended September 30, 2016, $39.6 for the nine months ended September 30, 2017 and $9.6 for the nine months end September 30, 2016 (19.6) (8.3) (64.0) (15.4)
Unrealized (losses) gains on derivative instruments for cash flow hedge, net of taxes of $0.5 for the three months ended September 30, 2017, $(0.8) for the three months ended September 30, 2016, $1.9 for the nine months ended September 30, 2017 and $1.6 for the nine months ended September 30, 2016 (2.0) 2.2
 (8.2) (2.5)
Foreign currency translation adjustments, net of taxes of $1.1 for the three months ended September 30, 2017, $0.2 for the three months ended September 30, 2016, $5.5 for the nine months ended September 30, 2017 and $(20.0) for the nine months ended September 30, 2016 (68.3) (11.1) 5.5
 (26.6)
Other comprehensive income (loss), net of taxes 84.7
 (15.4) 113.2
 (38.9)
Comprehensive income, net of taxes $872.1
 $147.9
 $961.6
 $276.4
See accompanying Notes to Condensed Consolidated Financial Statements.

SEALED AIR CORPORATION AND SUBSIDIARIES


Condensed Consolidated Statements of Cash Flows
  Nine Months Ended September 30, (unaudited)
(In millions) 2017 
2016(1)
Net earnings available to common stockholders $848.4
 $315.3
Adjustments to reconcile net earnings to net cash  provided by operating activities  
  
Depreciation and amortization 114.4
 161.2
Share-based incentive compensation 38.7
 44.6
Profit sharing expense 18.6
 29.7
Remeasurement loss related to Venezuelan subsidiaries 0.1
 3.2
Reclassification of cumulative translation adjustment of Venezuelan subsidiaries —
 46.0
Provisions for bad debt 2.6
 4.0
Provisions for inventory obsolescence 5.9
 7.0
Deferred taxes, net 160.7
 2.4
Net (gain) loss on sale of business (701.4) 1.9
Foreign currency gains (losses) 19.0
 (1.8)
Other non-cash items 8.7
 11.4
Changes in operating assets and liabilities:  
  
Trade receivables, net (87.5) (58.5)
Inventories (100.5) (100.5)
Accounts payable 135.2
 140.5
Other assets and liabilities (130.4) (138.0)
Net cash  provided by operating activities 332.5
 468.4
Cash flows from investing activities:  
  
Capital expenditures (126.5) (190.2)
Proceeds, net from sale of business and property and equipment 4.4
 8.4
Business acquired in purchase transactions, net of cash acquired (25.4) (5.8)
Impact of sale of Diversey(2)
 2,053.0
 —
Settlement of foreign currency forward contracts (1.1) (43.1)
Net cash provided by (used in) investing activities 1,904.4
 (230.7)
Cash flows from financing activities:  
  
Net proceeds from borrowings (21.5) 85.5
Payments of borrowings(2)
 (369.5) (12.8)
Change in cash used as collateral on borrowing arrangements (1.8) 1.5
Proceeds from cross currency swap 17.4
 6.2
Dividends paid on common stock (92.4) (90.1)
Acquisition of common stock for tax withholding (21.9) (22.7)
Repurchases of common stock(3)
 (757.3) (217.0)
Other financing activities —
 (0.1)
Net cash used in financing activities (1,247.0) (249.5)
Effect of foreign currency exchange rate changes on cash and cash equivalents (18.9) (15.9)
Balance, beginning of period 333.7
 321.7
Net change during the period 971.0
 (27.7)
Balance, end of period $1,304.7
 $294.0
Supplemental Cash Flow Information:  
  
Interest payments, net of amounts capitalized $156.5
 $157.4
Income tax payments $126.6
 $93.5
Payments related to the sale of Diversey(4)
 $61.2
 $—
Stock appreciation rights payments (less amounts included in restructuring payments) $—
 $1.9
Restructuring payments including associated costs $48.7
 $51.0
     

SEALED AIR CORPORATION AND SUBSIDIARIES


Non-cash items:    
Transfers of shares of our common stock from treasury for our 2016 and 2015 profit-sharing  plan
   contributions		 $22.3
 $37.6
(Unaudited)
(In USD millions)Common StockAdditional
Paid-in Capital		Retained EarningsCommon
Stock in
Treasury		Accumulated Other
Comprehensive
Loss, Net of Taxes		Total
Stockholders’
Equity
Balance at June 30, 2023$23.4 $2,156.3 $3,266.3 $(4,076.0)$(957.6)$412.4 
Effect of share-based incentive compensation— 11.5 — — — 11.5 
Recognition of pension items, net of taxes— — — — 1.0 1.0 
Foreign currency translation adjustments— — — — (49.3)(49.3)
Unrealized gain on derivative instruments, net of taxes— — — — 5.4 5.4 
Net earnings— — 56.6 — — 56.6 
Dividends on common stock ($0.20 per share)— — (29.2)— — (29.2)
Balance at September 30, 2023$23.4 $2,167.8 $3,293.7 $(4,076.0)$(1,000.5)$408.4 
Balance at December 31, 2022$23.3 $2,155.3 $3,163.4 $(4,019.1)$(978.8)$344.1 
Effect of share-based incentive compensation0.1 11.6 — — — 11.7 
Stock issued for profit sharing contribution paid in stock— 0.9 — 23.0 — 23.9 
Repurchases of common stock— — — (79.9)— (79.9)
Recognition of pension items, net of taxes— — — — 3.1 3.1 
Foreign currency translation adjustments— — — — (16.8)(16.8)
Unrealized loss on derivative instruments, net of taxes— — — — (8.0)(8.0)
Net earnings— — 217.6 — — 217.6 
Dividends on common stock ($0.60 per share)— — (87.3)— — (87.3)
Balance at September 30, 2023$23.4 $2,167.8 $3,293.7 $(4,076.0)$(1,000.5)$408.4 
Balance at June 30, 2022$23.3 $2,134.2 $2,993.6 $(3,989.1)$(962.3)$199.7 
Effect of share-based incentive compensation— 11.0 — — — 11.0 
Repurchase of common stock— — — (30.0)— (30.0)
Recognition of pension items, net of taxes— — — — 0.9 0.9 
Foreign currency translation adjustments— — — — (90.2)(90.2)
Unrealized gain on derivative instruments, net of taxes— — — — 22.1 22.1 
Net earnings— — 134.2 — — 134.2 
Dividends on common stock ($0.20 per share)— — (29.5)— — (29.5)
Balance at September 30, 2022$23.3 $2,145.2 $3,098.3 $(4,019.1)$(1,029.5)$218.2 
Balance at December 31, 2021$23.2 $2,123.4 $2,790.7 $(3,754.7)$(933.9)$248.7 
Effect of share-based incentive compensation0.1 14.9 — — — 15.0 
Stock issued for profit sharing contribution paid in stock— 6.9 — 15.8 — 22.7 
Repurchases of common stock— — — (280.2)— (280.2)
Recognition of pension items, net of taxes— — — — 3.0 3.0 
Foreign currency translation adjustments— — — — (149.0)(149.0)
Unrealized gain on derivative instruments, net of taxes— — — — 50.4 50.4 
Net earnings— — 397.3 — — 397.3 
Dividends on common stock ($0.60 per share)— — (89.7)— — (89.7)
Balance at September 30, 2022$23.3 $2,145.2 $3,098.3 $(4,019.1)$(1,029.5)$218.2 
See accompanying Notes to Condensed Consolidated Financial Statements.
7

(1)
Due to changes in the accounting treatment of a factoring agreement the Company reclassified amounts from cash and cash equivalents to other receivables of $8.7 million as of September 30, 2016. This reclassification resulted in an increase in cash provided by operating activities of $2.0 million for the nine months ended September 30, 2016.
(2)
Payments of borrowings included in financing activities excludes amounts which were paid using cash proceeds from the sale of Diversey. As a result, $755.2 million of payments of borrowings is included within investing activities for a total payment of borrowings of $1.1 billion through the nine months ended September 30, 2017.
(3)
The Company entered into an accelerated share repurchase agreement with a third-party financial institution to repurchase $400.0 million of the Company’s common stock. The full amount was paid as of September 30, 2017 however, only $320.0 million was used to repurchase shares at that point in time. The ASR program is expected to conclude in the fourth quarter of 2017.
(4)
Payments related to the sale of Diversey includes $33.0 million related to tax payments and the remainder primarily attributable to professional fees.


SEALED AIR CORPORATION AND SUBSIDIARIES



Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30,
(In USD millions)20232022
Net earnings$217.6 $397.3 
Adjustments to reconcile net earnings to net cash provided by operating activities  
Depreciation and amortization174.7 137.8 
Share-based incentive compensation31.4 39.9 
Profit sharing expense19.1 20.5 
Loss on debt redemption and refinancing activities4.9 11.2 
Provision for allowance for credit losses on trade receivables3.6 6.5 
Provisions for inventory obsolescence14.9 13.6 
Deferred taxes, net(41.3)(1.0)
Net loss (gain) on disposal/sale of businesses52.6 (1.1)
Impairment loss on equity investments— 31.6 
Other non-cash items19.8 5.7 
Changes in operating assets and liabilities:  
Trade receivables, net18.1 (65.7)
Inventories, net60.2 (289.0)
Accounts payable(132.7)4.8 
Customer advance payments(9.8)7.0 
Income tax receivable/payable(9.9)12.9 
Tax deposit(175.0)— 
Other assets and liabilities(55.7)(11.2)
Net cash provided by operating activities$192.5 $320.8 
Cash flows from investing activities:  
Capital expenditures(185.0)(183.5)
Proceeds related to sale of business and property and equipment, net1.9 9.2 
Businesses acquired in purchase transactions, net of cash acquired(1,162.9)(9.7)
Proceeds (Payments) associated with debt, equity and equity method investments3.3 (2.6)
Settlement of foreign currency forward contracts15.1 2.8 
Proceeds from cross-currency swaps1.6 — 
Net cash used in investing activities$(1,326.0)$(183.8)
Cash flows from financing activities:  
Net proceeds from short-term borrowings206.6 1.5 
Proceeds from long-term debt1,411.4 423.2 
Payments of long-term debt(433.2)(425.0)
Payments of debt modification/extinguishment costs and other(14.1)(15.1)
Dividends paid on common stock(88.9)(89.5)
Impact of tax withholding on share-based compensation(21.3)(26.2)
Repurchases of common stock(79.9)(280.2)
Principal payments related to financing leases(6.4)(7.7)
Net cash provided by (used in) financing activities$974.2 $(419.0)
Effect of foreign currency exchange rate changes on cash and cash equivalents$(15.5)$(30.2)
Cash Reconciliation:
Cash and cash equivalents456.1 561.0 
Restricted cash and cash equivalents— — 
Balance, beginning of period$456.1 $561.0 
Net change during the period(174.8)(312.2)
Cash and cash equivalents281.3 248.8 
Restricted cash and cash equivalents— — 
Balance, end of period$281.3 $248.8 
Supplemental Cash Flow Information:  
Interest payments, net of amounts capitalized$201.7 $128.7 
Income tax payments, net of cash refunds$310.1 $133.6 
Restructuring payments including associated costs$12.4 $19.1 
Non-cash items:
Transfers of shares of common stock from treasury for profit-sharing contributions$23.9 $22.7 

See accompanying Notes to Condensed Consolidated Financial Statements.
8

SEALED AIR CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 Organization and Basis of Presentation
Organization
We are a leading global leader inprovider of packaging solutions integrating high-performance materials, automation, equipment, and services. Sealed Air Corporation designs and delivers packaging solutions that preserve food, safetyprotect goods, automate packaging processes, and securityenable e-commerce and product protection.digital connectivity for packaged goods. Our packaging solutions help customers automate their operations to be increasingly touchless and more resilient, safer, less wasteful, and enhance brand engagement with consumers. We servedeliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids, medical and healthcare, e-commerce, logistics and omnichannel fulfillment operations, and industrials.
Our portfolio of packaging solutions includes CRYOVAC® brand food packaging, LIQUIBOX® fluids and beverage processing, food service, retail, healthcareliquids systems, SEALED AIR® brand protective packaging, AUTOBAG® brand automated systems, BUBBLE WRAP® brand packaging, SEE Touchless Automation™ solutions and industrial,prismiq™ digital packaging and commercial and consumer applications. Our focus is on achieving quality sales growth through leveraging our geographic footprint, technological know-how andprinting. We have established leading market positions to bring measurable, sustainable value tothrough our customersdifferentiated packaging solutions, well-established customer relationships, iconic brands, and investors.global scale and market access.
We conduct substantially all of our business through two wholly-owned subsidiaries, Cryovac, Inc.LLC and Sealed Air Corporation (US). Throughout this report, when we refer to “Sealed Air,” “SEE,” the “Company,” “we,” “our,” or “us,” we are referring to Sealed Air Corporation and all of our subsidiaries, except where the context indicates otherwise.
Basis of Presentation
Our Condensed Consolidated Financial Statements include all of the accounts of the Company and our subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. In management’s opinion, all adjustments, consisting only of normal recurring accruals, necessary for a fair presentationstatement of our Condensed Consolidated Balance Sheet as of September 30, 20172023 and our Condensed Consolidated StatementStatements of Operations for the three and nine months ended September 30, 20172023 and 20162022 have been made. The results set forth in our Condensed Consolidated StatementStatements of Operations for the three and nine months ended September 30, 20172023 and in our Condensed Consolidated StatementStatements of Cash Flows for the nine months ended September 30, 20172023 are not necessarily indicative of the results to be expected for the full year. All amounts are in millions, except per share amounts, and approximate due to rounding.The Condensed Consolidated Balance Sheet as of December 31, 2022 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Some prior period amounts have been reclassified to conform to the current year presentation. These reclassifications, individually and in the aggregate, did not have a material impact on our condensed consolidated financial condition, results of operations or cash flows. All amounts are in millions, except per share amounts, and approximate due to rounding. All amounts are presented in U.S. dollar, unless otherwise specified.
Our Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the U.S. Securities and Exchange Commission (“SEC”).SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted. The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates.
We are responsible for the unaudited Condensed Consolidated Financial Statements and notes included in this report. As these are condensed financial statements, they should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as2022 (“2022 Form 10-K”), which was filed with the SEC on February 15, 2017 (“2016 Form 10-K”)21, 2023, and with the information contained in our other publicly-availablepublicly available filings with the SEC.
On March 25, 2017,When we entered intocross reference to a definitive agreement“Note,” we are referring to sellour “Notes to Condensed Consolidated Financial Statements,” unless the Diversey Care divisioncontext indicates otherwise.
There were no significant changes to our significant accounting policies as disclosed in “Note 2 – Summary of Significant Accounting Policies and the food hygieneRecently Issued Accounting Standards” of our audited consolidated financial statements and cleaning business within the Food Care division (collectively "Diversey"). The sale of Diversey was completed on September 6, 2017. The net assets of Diversey met the criteria to be classified as “held for sale” for the period ended December 31, 2016. Results of operations for Diversey are reported as discontinued operationsnotes thereto included in all periods presented. See Note 3, “Discontinued Operations” for further information.our 2022 Form 10-K.
As a result of the Diversey transaction, we have also changed our segment reporting structure effective as of January 1, 2017. See Note 4, “Segments” for further information.
9

Impact of Inflation and Currency FluctuationHighly Inflationary Economy
VenezuelaArgentina
Economic and political events in VenezuelaArgentina have continued to expose us to heightened levels of foreign currency exchange risk. Accordingly, Venezuela has beenAs of July 1, 2018, Argentina was designated as a highly inflationary economy under U.S. GAAP, and the U.S. dollar replaced the bolivar fuerteArgentine peso as the functional currency for our subsidiaries in Venezuela.Argentina. All bolivar-denominatedArgentine peso-denominated monetary assets and liabilities arewere remeasured into U.S. dollars using the current exchange rate available to us, andus. The impact of any changes in the exchange rate are reflected in foreign currency exchange loss related to our Venezuelan subsidiarieswithin Other expense, net on the Condensed Consolidated Statements of Operations.


2016 Activity
Effective March 10, 2016, there were only two legal mechanisms in Venezuela to access U.S. dollars. This included the DIPRO (10.0 bolivars per U.S. dollar), which replaced the CENCOEX rate The Company recorded $4.9 million and is the preferential rate for essential goods and services and; the DICOM rate, which replaced the SIMADI rate, which was allowed to float freely.
At September 30, 2016, we evaluated which legal mechanisms were available to our Venezuelan subsidiaries to access U.S. dollars. We concluded that we would use the DICOM rate to remeasure our bolivar denominated monetary assets and liabilities since it was our only legally available option and our intent on a go-forward basis to utilize this market to settle any future transactions based on the then current facts and circumstances. The DICOM rate as$10.6 million of September 30, 2016 was 658.8853.
During the first six months of 2016, we were only able to access the SIMADI market (during the period the market was available) and only received minimal amounts of U.S. dollars during the first three months of 2016. We did not receive any U.S. dollars via the CENCOEX (at an official rate of 6.3) or the DIPRO (at an official rate of 10.0). For any U.S. dollar denominated monetary asset or liability, such amounts do not get remeasured at month-end since it is already an asset or liability denominated in U.S. dollars. As a result of this evaluation, the Company reported a remeasurement loss of $0.4 million (none of which related to continuing operations)losses for the three months ended September 30, 2016 and $3.2 million (of which $1.6 million related to continuing operations) for the nine months ended September 30, 2016.
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.  Foreign exchange control regulations have affected our Venezuelan subsidiaries ability to obtain inventory and maintain normal production. This resulted in total costs of $47.3 million being incurred which included the following (i) a voluntary reduction in headcount including severance and termination benefits for employees of approximately $0.3 million, (ii) depreciation and amortization expense related to fixed assets and intangibles of approximately $0.6 million (iii) inventory reserves of $0.4 million and (iv) the reclassification of approximately $46.0 million of cumulative translation adjustment into net income as the Company’s decision to cease operations is similar to a substantially complete liquidation.
2017 Activity
On May 19, 2017, the Venezuelan government published in Exchange Agreement No. 38 that the DICOM system would now operate through an auction process which is referred to as the new DICOM. This became effective on May 23, 2017.
At September 30, 2017, we concluded that we would continue to use the DICOM rate to remeasure our remaining bolivar denominated monetary assets and liabilities since it was our only legally available option and our intent on a go-forward basis to utilize this market if needed, to settle any future transactions based on current facts and circumstances. During the first nine months of 2017, we did not receive any U.S dollars via any of the legal mechanisms noted above. The new DICOM rate as of September 30, 2017 was 3,345.0 which reflects the last auction in June 2017. As a result of this evaluation, the Company reported a remeasurement loss of less than $1.0 million for the three months and nine months ended September 30, 2017 (which included less than $0.12023, respectively, and $2.3 million and $6.0 million of incomeremeasurement losses for the three and nine months ended September 30, 2022, respectively, related to continuing operations).our subsidiaries in Argentina.
We will continue to evaluate each reporting period the appropriate exchange rate to remeasure our financial statements based on the facts and circumstances as applicable.

Note 2 Recently Adopted and Issued Accounting Standards

Recently IssuedAdopted Accounting Standards
In August 2017,September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2017-12, Derivatives and Hedging (Topic 815)ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Targeted Improvements to Accounting for Hedging ActivitiesDisclosure of Supplier Finance Program Obligations ("ASU 2017-12"). This update intends to align the financial statements with an entity's risk management activities. ASU 2017-12 will allow for changes in the designation and measurement of hedges as well as expand the disclosures of hedge results. The amendments in ASU 2017-12 are effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements have not been issued or made available for issuance. We are currently in the process of evaluating this new standard update.


In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”2022-04"). ASU 2017-09 amends2022-04 requires the considerations for determining ifbuyer in a modification should be accounted for. This new guidance requires an entitysupplier finance program to considerdisclose qualitative and quantitative information about the fair value of an award before and after modification, the vesting conditions of the modified award and the classification of the modified award as an equity instrument.program. The amendments inCompany adopted ASU 2017-09 are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements have not been issued or made available for issuance. We are currently in the process of evaluating this new standard update.
In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Benefit Postretirement Benefit Cost (“ASU 2017-07”). ASU 2017-07 changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component outside of income from operations. The amendments in ASU 2017-07 are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements have not been issued or made available for issuance. We are currently in the process of evaluating this new standard update.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 as part of the goodwill impairment test. The amount of the impairment charge to be recognized would now be the amount by which the carrying value exceeds the reporting unit’s fair value. The loss to be recognized cannot exceed the amount of goodwill allocated to that reporting unit. The amendments in ASU 2017-04 are effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed2022-04 on testing dates after January 1, 2017. We are currently in2023, except for the process of evaluating this new standard update.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 provides a screen to determine when a setamendment on rollforward information, which is not a business. This screen states that when substantially all of the fair value of the group assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. The amendments in ASU 2017-01 are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early application is permitted for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued. We are currently in the process of evaluating this new standard update.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that entities include restricted cash and restricted cash equivalents with cash and cash equivalents in the beginning-of-period and end-of-period total amounts shown on the Statement of Cash Flows. The amendments in ASU 2016-18 are effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. Early2023. The adoption including adoptiondid not materially impact the Company's Condensed Consolidated Financial Statements.
We facilitate a voluntary supply chain financing program to provide some of our suppliers with the opportunity to sell receivables due from us (our accounts payables) to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. This program is administered by participating financial institutions. When a supplier utilizes the supply chain financing program, the supplier receives a payment in interim periods,advance of agreed payment terms from the financial institution, net of a discount charged. Our responsibility is permitted for all entities. Retrospective transition method islimited to making payments to the respective financial institutions on the terms originally negotiated with our supplier. No assets are pledged as collateral by the Company or any of our subsidiaries under the program. The majority of suppliers using the program are on 120 day payment terms after the end of the month in which the invoice was issued. We monitor our days payable outstanding relative to our peers and industry trends in order to assess our conclusion that the program continues to be applieda trade payable program and not indicative of a borrowing arrangement. The liabilities continue to each period presented. Webe presented as Accounts payable in our Condensed Consolidated Balance Sheets until they are currentlypaid, and they are reflected as Cash flows from operating activities when settled. At September 30, 2023 and December 31, 2022, our accounts payable balances included $157.3 million and $139.7 million, respectively, related to invoices from suppliers participating in the process of evaluating this new standard update.program.
In October 2016,2021, the FASB issued ASU 2016-16, Income Taxes2021-08, Business Combinations (Topic 740)805): Intra-Entity Transfers ofAccounting for Contract Assets Other Than Inventory (“and Contract Liabilities from Contracts with Customers ("ASU 2016-16”2021-08"). The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Topic 606, Revenue from Contracts with Customers. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date. The Company adopted ASU 2016-16 requires entities2021-08 on January 1, 2023. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements.
Note 3 Revenue Recognition, Contracts with Customers
Description of Revenue Generating Activities
We employ sales, marketing and customer service personnel throughout the world who sell and market our equipment and systems, products, and services to recognize income tax consequencesand/or through a large number of distributors, fabricators, converters, e-commerce and mail order fulfillment firms, and contract packaging firms as well as directly to end-users such as food processors, food service businesses, supermarket retailers, pharmaceutical companies, healthcare facilities, medical device manufacturers, and other manufacturers.
As discussed in Note 6, “Segments,” our reporting segments are Food and Protective. Our Food applications are largely sold directly to end customers, while our Protective products are sold through business supply distributors and directly to end customers.
10

Food:
Food solutions are sold to food processors in fresh red meat, smoked and processed meats, poultry, seafood, plant-based, fluids and liquids, and cheese markets worldwide. Food offers integrated packaging materials and automated equipment solutions to increase food safety, extend shelf life, reduce food waste, automate processes and optimize total cost. Its materials, automated equipment and service enables customers to reduce costs and enhance their brands in the marketplace.
Food solutions are utilized by food service businesses (such as restaurants and entertainment venues) (“food service”) and food retailers (such as grocery stores and supermarkets) (“food retail”), among others. Solutions serving the food service market include products such as barrier bags and pouches, and are primarily marketed under the CRYOVAC® trademark and other highly recognized trade names including CRYOVAC® brand Barrier Bags, CRYOVAC® brand Form-Fill-Seal Films, CRYOVAC® brand Auto Pouch Systems and LIQUIBOX® fluids and liquids systems. Solutions serving the food retail market include products such as barrier bags, film, and trays, and are primarily marketed under the CRYOVAC® trademark and other highly recognized trade names including CRYOVAC® brand Grip & TearTM, CRYOVAC® brand Darfresh®,OptiDure™, Simple Steps®, and CRYOVAC® brand Barrier Bags.
Protective:
Protective packaging solutions are utilized across many global markets to protect goods during transit and are especially valuable to e-commerce, consumer goods, pharmaceutical and medical devices and industrial manufacturing. Protective solutions are designed to increase our customers' packaging velocity, minimize packaging waste, reduce labor dependencies and address dimensional weight challenges.
Protective solutions are sold through a strategic network of distributors as well as directly to our customers, including, but not limited to, fabricators, original equipment manufacturers, contract manufacturers, logistics partners and e-commerce/fulfillment operations. Protective solutions are marketed under SEALED AIR® brand, BUBBLE WRAP® brand, AUTOBAG® brand and other highly recognized trade names and product families including BUBBLE WRAP® brand inflatable packaging, SEALED AIR® brand performance shrink films, AUTOBAG® brand bagging systems, Instapak® polyurethane foam packaging solutions and Korrvu® suspension and retention packaging. In addition, we provide a temperature assurance packaging solution under the TempGuardTM brand.
Other Revenue Recognition Considerations:
Charges for rebates and other allowances are recognized as a deduction from revenue on an intra-entityaccrual basis in the period in which the associated revenue is recorded. Revenue recognized from performance obligations satisfied in previous reporting periods was an increase of $1.1 million and $2.5 million for the three and nine months ended September 30, 2023, respectively, and a reduction of $2.0 million and $1.8 million for the three and nine months ended September 30, 2022, respectively.
The Company does not adjust consideration in contracts with customers for the effects of a significant financing component if the Company expects that the period between transfer of a good or service and payment for that good or service will be one year or less. This is expected to be the case for the majority of the Company's contracts.

Lease components within contracts with customers are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 842.
11

Disaggregated Revenue
For the three and nine months ended September 30, 2023 and 2022, revenues from contracts with customers summarized by Segment and Geography were as follows:
Three Months Ended
September 30, 2023		Nine Months Ended
September 30, 2023
(In millions)FoodProtectiveTotalFoodProtectiveTotal
Americas$589.9 $309.1 $899.0 $1,732.1 $935.2 $2,667.3 
EMEA180.2 103.7 283.9 529.1 332.6 861.7 
APAC114.2 73.7 187.9 337.2 212.4 549.6 
Topic 606 Segment Revenue884.3 486.5 1,370.8 2,598.4 1,480.2 4,078.6 
Non-Topic 606 Revenue (Leasing: Sales-type and Operating)9.1 1.9 11.0 28.7 4.1 32.8 
Total$893.4 $488.4 $1,381.8 $2,627.1 $1,484.3 $4,111.4 

Three Months Ended
September 30, 2022		Nine Months Ended
September 30, 2022
(In millions)FoodProtectiveTotalFoodProtectiveTotal
Americas$547.9 $376.6 $924.5 $1,603.5 $1,187.5 $2,791.0 
EMEA165.0 109.9 274.9 499.9 353.6 853.5 
APAC110.9 82.3 193.2 321.8 246.3 568.1 
Topic 606 Segment Revenue823.8 568.8 1,392.6 2,425.2 1,787.4 4,212.6 
Non-Topic 606 Revenue (Leasing: Sales-type and Operating)6.0 1.8 7.8 18.1 5.3 23.4 
Total$829.8 $570.6 $1,400.4 $2,443.3 $1,792.7 $4,236.0 
Contract Balances
The time when a performance obligation is satisfied and the time when billing and payment occur are generally closely aligned, subject to agreed payment terms, with the exception of equipment accruals, which can be used to purchase both automated and standard range equipment. An equipment accrual is a contract offering, whereby a customer is incentivized to use a portion of the materials transaction price for future equipment purchases. Long-term contracts that include an asset other than inventoryequipment accrual create a timing difference between when cash is collected and when the transfer occurs.performance obligation is satisfied, resulting in a contract liability (unearned revenue). The amendmentsfollowing contract assets and liabilities are included within Prepaid expenses and other current assets and Other current liabilities, or Other non-current liabilities on our Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022:

(In millions)September 30, 2023December 31, 2022
Contract assets$0.3 $0.5 
Contract liabilities$18.1 $18.2 
The contract liability balances represent deferred revenue, primarily related to equipment accruals. Revenue recognized in ASU 2016-16  are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods.  Early adoption is permitted for all entities as ofthe three and nine months ended September 30, 2023 that was included in the contract liability balance at the beginning of an annual reportingthe period for which financial statementswas $4.4 million and $12.5 million, respectively, and $2.7 million and $10.9 million in the three and nine months ended September 30, 2022, respectively. This revenue was driven primarily by equipment performance obligations being satisfied.
Remaining Performance Obligations
The following table summarizes the estimated transaction price from contracts with customers allocated to performance obligations or portions of performance obligations that have not yet been issued or made available for issuance. We are currently in the processsatisfied as of evaluating this new standard update.September 30, 2023 and December 31,
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on eight specific cash flow issues in regard to how cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 are effective for fiscal years beginning after December 15, 2017, including interim periods within those years, with early adoption permitted. We are currently in the process of evaluating this new standard update.
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In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts.  Entities will now use forward-looking information to better form their credit loss estimates.  The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses,2022, as well as the credit quality and underwriting standardsexpected timing of an entity’s portfolio. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal periods. Entities may adopt earlier asrecognition of that transaction price.
(In millions)September 30, 2023December 31, 2022
Short-Term (12 months or less)(1)
$12.5 $13.0 
Long-Term5.6 5.2 
Total transaction price$18.1 $18.2 
(1) Our enforceable contractual obligations tend to be short term in nature. The table above does not include the transaction price of any remaining performance obligations that are part of the fiscalcontracts with expected durations of one year beginning after December 15, 2018,or less.    
Note 4 Leases
Lessor
SEE has contractual obligations as a lessor with respect to some of our automated and equipment solutions including interim periods within those fiscal years."free on loan" equipment and leased equipment, both sales-type and operating. The consideration in a contract that contains both lease and non-lease components is allocated based on the standalone selling price.
Our contractual obligations for operating leases can include termination and renewal options. Our contractual obligations for sales-type leases tend to have fixed terms and can include purchase options. We utilize the reasonably certain threshold criteria in determining which options our customers will exercise.
All lease payments are currentlyprimarily fixed in nature and therefore captured in the processlease receivable. Our sales-type lease receivable balances at September 30, 2023 and December 31, 2022 were as follows:
(In millions)September 30, 2023December 31, 2022
Short-Term (12 months or less)$7.2 $6.5 
Long-Term28.5 18.6 
Lease receivables$35.7 $25.1 
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Sales-type and operating lease revenue was less than 1% of evaluating this new standard update.net trade sales for the nine months ended September 30, 2023 and year ended December 31, 2022.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ASU 2016-02”). This ASU requires an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classificationLessee
SEE has contractual obligations as a financelessee with respect to warehouses, offices and manufacturing facilities, IT equipment, automobiles, and material production equipment.
The following table details our lease obligations included in our Condensed Consolidated Balance Sheets.
(In millions)September 30, 2023December 31, 2022
Other non-current assets:
Finance leases - ROU assets$60.4 $55.0 
Finance leases - Accumulated depreciation(32.7)(31.7)
Operating lease right-of-use-assets:
Operating leases - ROU assets186.9 156.7 
Operating leases - Accumulated depreciation(100.9)(86.5)
Total lease assets$113.7 $93.5 
Current portion of long-term debt:
Finance leases$(6.4)(7.6)
Current portion of operating lease liabilities:
Operating leases(29.3)(24.0)
Long-term debt, less current portion:
Finance leases(22.5)(16.1)
Long-term operating lease liabilities, less current portion:
Operating leases(64.5)(49.6)
Total lease liabilities$(122.7)$(97.3)
At September 30, 2023, estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows:
(In millions)Finance leasesOperating leases
Remainder of 2023$2.7 $9.0 
20247.0 30.9 
20255.3 24.1 
20264.0 18.2 
20273.1 10.4 
Thereafter16.9 13.4 
Total lease payments39.0 106.0 
Less: Interest(10.1)(12.2)
Present value of lease liabilities$28.9 $93.8 
The following lease cost is included in our Condensed Consolidated Statements of Operations:
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Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Lease cost(1)
Finance leases
Amortization of ROU assets$2.3 $2.6 $7.1 $7.9 
Interest on lease liabilities0.4 0.3 1.2 1.0 
Operating leases10.8 7.3 29.4 23.6 
Short-term lease cost0.9 0.9 2.2 2.2 
Variable lease cost2.1 1.9 4.9 5.3 
Total lease cost$16.5 $13.0 $44.8 $40.0 
(1) With the exception of Interest on lease liabilities, we record lease costs to Cost of sales or operating lease. The amendments also require certain quantitativeSelling, general and qualitative disclosures about leasing arrangements. The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. We are currently inadministrative expenses on the processCondensed Consolidated Statements of evaluating this new standard update.
In January 2016,Operations, depending on the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”).  This ASU requires equity investments except those under the equity method of accounting to be measured at fair value with the changes in fair value recognized in net income.  The amendment simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. In addition, it also requires enhanced disclosures about investments.  The amendments in ASU 2016-01 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application for certain provisions is allowed but early adoptionuse of the amendmentsleased asset. Interest on lease liabilities is not permitted.  An entity should applyrecorded to Interest expense, net on the amendments by meansCondensed Consolidated Statements of a cumulative-effect adjustmentOperations.
The following table details cash paid related to the balance sheet asoperating and finance leases included in our Condensed Consolidated Statements of Cash Flows and new right-of-use (“ROU”) assets included in our Condensed Consolidated Balance Sheets:
Nine Months Ended
September 30,
(In millions)20232022
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - finance leases$3.5 $4.2 
Operating cash flows - operating leases$27.5 $22.4 
Financing cash flows - finance leases$6.4 $7.7 
ROU assets obtained in exchange for new finance lease liabilities$11.6 $5.4 
ROU assets obtained in exchange for new operating lease liabilities$46.6 $29.7 
Nine Months Ended
September 30,
20232022
Weighted average information:
Finance leases
Remaining lease term (in years)7.85.9
Discount rate6.6 %4.7 %
Operating leases
Remaining lease term (in years)4.24.4
Discount rate5.7 %4.7 %

Note 5 Acquisitions
LB Holdco, Inc. Acquisition
On February 1, 2023, SEE acquired 100% of the beginningoutstanding shares of capital stock of LB Holdco, Inc., the fiscal yearparent company of adoption. We are currently in the processLiquibox, Inc. (collectively, "Liquibox"), a pioneer, innovator and manufacturer of evaluating this new standard update.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”)Bag-in-Box fluids & liquids packaging and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, February 2017dispensing solutions for fresh food, beverage, consumer goods and May 2017 within ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2017-05 and ASU 2017-10 respectively (ASU 2014-09, ASU 2015-04, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2017-05 and ASU 2017-10 collectively, Topic 606). Previous revenue recognition guidance in U.S. GAAP comprised broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions.industrial end-markets. The core principle of the guidanceacquisition is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 expands and enhances disclosure requirements which require disclosing sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This includes both qualitative and quantitative information. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, (“ASU 2015-14”). The amendments in ASU 2015-14 delay the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017 and allow early adoption as of the original public entity effective date. The amendments in ASU 2016-08, ASU 2016-10 and ASU 2016-12 are effective in conjunction with ASU 2015-14.
The guidance permits two methods of adoption: full retrospective in which the standard is applied to all of the periods presented or modified retrospective where an entity will have to recognize the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings. We currently anticipate adopting the modified retrospective method.
Our efforts to adopt this standard to date have focused on contract analysis at a regional level. We currently estimate the most significant impact will be on the accounting for Free on Loan equipmentincluded in our Food Care division. Whereas today we do not recognize revenue on Free on Loan equipment, under the new standard, we anticipate allocating revenue to that equipment and treating it as a performance obligation. We arereporting segment. This acquisition accelerates our Fluids & Liquids business.
15

Consideration paid was approximately $1.17 billion in the process of assessing the timing of when revenue assigned to Free on Loan equipment would be recognized. Based on the information we have evaluated to date, we do not anticipate that the adoption of the amendments will have a significant impact on our consolidated financial statements with the exception of new and expanded disclosures.




Note 3 Discontinued Operations, Divestitures and Acquisitions
Discontinued Operations
On March 25, 2017, we entered into a definitive agreement to sell our Diversey Care division and the food hygiene and cleaning business within our Food Care division for gross proceeds of USD equivalent of $3.2 billion,cash, subject to customary closing conditions. The transaction was completedadjustments. We financed the consideration paid and related fees and expenses through borrowings under our senior secured credit facility, proceeds from the issuance of senior notes, and cash on hand. See Note 13, "Debt and Credit Facilities," for additional details. For the three and nine months ended September 6, 2017. We recorded a net gain on30, 2023, acquisition related expenses recognized for the saleLiquibox acquisition were $0.1 million and $12.1 million, respectively. These expenses are included within Selling, general and administrative expenses in the Condensed Consolidated Statements of Diversey of $699.3 million, net of taxes. We intend to use the cash generated from this transaction to repay debt and maintain our credit profile, repurchase shares to minimize earnings dilution, and fund core growth initiatives, including potential complementary acquisitions to our Food Care and Product Care divisions.Operations.
The salefollowing table summarizes the consideration transferred to acquire Liquibox and the preliminary allocation of Diversey will allow usthe purchase price among the assets acquired and liabilities assumed. The allocation of purchase price is still preliminary as the Company finalizes the final purchase price adjustment with the seller and finalizes other aspects of the valuation including deferred taxes and intangible valuations. Preliminary estimates are expected to enhancebe finalized within one year of the date of acquisition.

Preliminary AllocationMeasurement PeriodPreliminary Allocation
(In millions)As of February 1, 2023AdjustmentsSeptember 30, 2023
Total consideration transferred$1,169.2 $— $1,169.2 
Assets acquired:
Cash and cash equivalents21.2 — 21.2 
Trade receivables48.6 (0.5)48.1 
Inventories61.6 (1.2)60.4 
Prepaid expenses and other current assets15.8 (1.0)14.8 
Property and equipment101.1 — 101.1 
Identifiable intangible assets342.1 (1.5)340.6 
Operating lease right-of-use-assets15.1 — 15.1 
Other non-current assets9.5 — 9.5 
Total assets acquired$615.0 $(4.2)$610.8 
Liabilities assumed:
Accounts payable27.0 (1.4)25.6 
Current portion of long-term debt0.1 — 0.1 
Current portion of operating lease liabilities3.7 — 3.7 
Other current liabilities28.4 2.4 30.8 
Long-term debt, less current portion5.1 — 5.1 
Long-term operating lease liabilities, less current portion11.4 — 11.4 
Deferred taxes92.2 — 92.2 
Other non-current liabilities6.6 (2.7)3.9 
Total liabilities assumed$174.5 $(1.7)$172.8 
Net assets acquired440.5 (2.5)438.0 
Goodwill$728.7 $2.5 $731.2 
The following table summarizes the identifiable intangible assets and their useful lives.
AmountUseful life
(In millions) (In years)
Customer relationships$180.7 11.0
Trademarks and tradenames26.0 10.0
Software3.7 2.0
Technology130.2 12.0
Total intangible assets with definite lives$340.6 
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Goodwill is a result of the expected synergies that are expected to originate from the combination of Cryovac and Liquibox solutions for the Company, as well as growth of our strategic focus onsustainable packaging portfolio. Goodwill is not deductible for tax purposes. The goodwill balance associated with Liquibox is included in the Food Carereportable segment.
Liquibox Supplemental Information
The following table presents the amounts of net sales and Product Care divisions and simplifynet earnings (loss) attributed to Liquibox since the acquisition date that are included in our operating structure. We have classified the operating results from this business, together with certain costs related to the divestiture transaction, as discontinued operations, net of tax, in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016. Assets and liabilities of this business are classified as “held for sale” in the Condensed Consolidated Balance Sheets as of December 31, 2016.2023:
Summary operating results of Diversey were as follows:
(In millions)Three Months Ended
September 30, 2023		February 1, 2023 through September 30, 2023
Net sales$82.2 $214.8 
Net earnings (loss)$2.4 $(1.9)
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Net sales $434.6
 $651.5
 $1,667.5
 $1,924.4
Cost of sales 249.1
 368.2
 949.5
 1,075.6
    Gross profit 185.5
 283.3
 718.0
 848.8
Selling, general and administrative expenses(1)
 131.0
 206.2
 537.8
 635.1
Amortization expense of intangible assets acquired(1)
 7.7
 19.3
 23.9
 62.0
   Operating profit 46.8
 57.8
 156.3
 151.7
Other expense, net (9.0) (2.8) (17.0) (9.4)
Earnings from discontinued operations before income tax (benefit) provision(1)(2)
 37.8
 55.0
 139.3
 142.3
Income tax (benefit) provision from discontinued operations 12.1
 (44.5) 28.0
 (31.9)
Net earnings from discontinued operations $25.7
 $99.5
 $111.3
 $174.2
(1)
For the nine months ended September 30, 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, selling, general and administrative expenses decreased $6.1 million, amortization expenses of intangible assets acquired decreased $16.5 million and income tax provision from discontinued operations increased $6.2 million.
(2)
For the three months and nine months ended September 30, 2017, net earnings from discontinued operations was impacted by a tax expense of $12.1 million and $28.0 million, respectively, driven by a change in the repatriation strategy of foreign earnings offset by a favorable earnings mix in jurisdictions with lower rates. For the three and nine months ended September 30, 2016, net earnings from discontinued operations were impacted by tax benefits of $44.5 million and $31.9 million, respectively, primarily related to the release of reserves, and earnings mix in jurisdictions with lower tax rates.


The carrying value of the major classes of assets and liabilities of Diversey were as follows:
(In millions) September 30, 2017 December 31, 2016
Assets:  
  
Cash and cash equivalents $—
 $30.0
Trade receivables, net 3.1
 438.2
Inventories 0.5
 203.2
Other receivables 11.5
 70.3
Prepaid expenses and other current assets —
 80.6
Property and equipment, net —
 170.6
Goodwill —
 972.8
Intangible assets, net —
 669.9
Deferred taxes 0.1
 50.7
Other non-current assets —
 162.0
Total assets held for sale $15.2
 $2,848.3
Liabilities:    
Short-term borrowings $—
 $9.6
Current portion of long-term debt —
 31.1
Accounts payable —
 346.5
Other current liabilities —
 296.1
Long-term debt —
 175.7
Deferred taxes —
 56.3
Other non-current liabilities —
 269.0
Total liabilities held for sale $—
 $1,184.3

Pro Forma Financial Information
The following table presents selectedthe Company’s unaudited pro forma financial information regarding cash flowsfor the three and nine months ended September 30, 2023 and 2022, assuming the acquisition of DiverseyLiquibox had occurred on January 1, 2022. The information below reflects pro forma adjustments based on available information and certain assumptions that SEE believes are included within discontinuedfactual and supportable. The unaudited pro forma information is not necessarily indicative of the results that might have occurred had the transaction actually taken place on January 1, 2022 and is not intended to be a projection of future results and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company.
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Net sales$1,381.8 $1,497.1 $4,137.0 $4,513.5 
Net earnings$56.7 $112.7 $227.6 $308.1 
The unaudited pro forma financial information includes, where applicable, adjustments for (i) additional expense from the fair value step-up of inventory, (ii) additional amortization expense related to acquired intangible assets, (iii) additional depreciation expense related to acquired property and equipment, (iv) transaction costs and other one-time non-recurring costs, (v) additional interest expense for borrowings related to the acquisition and amortization associated with fair value adjustments of debt assumed, and (vi) associated tax-related impacts of adjustments.
Acquisition of Foxpak Flexibles Ltd.
On February 2, 2022, SEE acquired Foxpak Flexibles Ltd. (“Foxpak”), a privately-owned Irish packaging solutions company. Foxpak is a digital printing pioneer that partners with brands to deliver highly decorated packaging solutions; stand-up and spout pouches, and sachets that serve a variety of markets including food retail, pet food, seafood, and snacks. This transaction resulted in a purchase price paid of $9.7 million, including the final purchase price adjustments that were recorded in the Condensed Consolidated Statementssecond and fourth quarters of Cash Flows:
  Nine Months Ended
September 30,
(In millions) 2017 2016
Non-cash items included in net earnings from discontinued operations:  
  
Depreciation and amortization $29.3
 $85.5
Share-based incentive compensation 10.2
 9.2
Profit sharing expense 3.0
 3.5
Provision for bad debt 2.3
 4.0
Capital expenditures 11.9
 14.7

2022. The amounts disclosed in the tables above have been excluded from disclosures unless otherwise noted.
On April 1, 2017, the Diversey Care division acquired the UVC disinfection portfolio of Daylight Medical, a manufacturer of innovative medical devices. The preliminary fair value ofCompany allocated the consideration transferred was approximately $25.2 million which included $3.5 million of cash paid at closing as well as a preliminary fair value of $21.7 million related to $14.4 million of noncontingent consideration which will be paid in the future and a $7.3 million of preliminary fair value for liability-classified contingent consideration. The assets and liabilities acquired as part of the acquisition are transferred with the sale of Diversey.
Divestitures
On August 1, 2017, we entered into an agreement to sell our polystyrene food tray business in Guarulhos, Brazil for a gross purchase price of R$24.0 million (or $7.5 million as of September 30, 2017). The closing of the transaction is expected to occur in the fourth quarter of 2017 after certain conditions are met. The purchase price is subject to working capital, cash and debt adjustments. As of September 30, 2017, there was $4.9 million of assets held for sale and $1.8 million of liabilities held for sale on the Condensed Consolidated Balance Sheet.


Acquisitions
On August 2, 2017, the Food Care division acquired Deltaplam Embalagens Indústria e Comércio Ltda ("Deltaplam"), a family owned and operated Brazilian flexible packaging manufacturer. The preliminary fair value of the consideration transferred was approximately $25.8 million. We recorded the fair value of the assets acquired and liabilities assumed, on theresulting in an allocation to goodwill of $5.2 million and an allocation to identifiable intangible assets of $2.7 million. The acquisition date, which included $8.1 million of goodwill and $7.4 million of intangible assets.
Note 4 Segments
As a result of the sale of Diversey, we have changed our segment reporting structure. The Food Care division now excludes the food hygiene and cleaning business, which is included in discontinued operations,our Food reporting segment. Goodwill is not deductible for tax purposes. A deferred tax liability of $0.3 million on identifiable intangible assets was recorded on the opening balance sheet. The Foxpak acquisition was not material to our Condensed Consolidated Financial Statements.
Other 2023 Acquisition Activity
During the second quarter of 2023, Food had other acquisition activity resulting in a total purchase price paid of $14.9 million. The Company allocated the consideration transferred to the fair value of assets acquired, resulting in an allocation to goodwill of $7.9 million. In the third quarter of 2023, the final purchase price adjustments resulted in an insignificant decrease to goodwill. There were no other identifiable intangible assets acquired. This acquisition activity is expected to supplement our developmental efforts for sustainable packaging and includesaccelerate our Medical Applications and New Ventures businesses, which were previously reported in the “Other” category. The Other category also previously included “Corporate” which is now its own category.speed to market for certain sustainable solutions. This acquisition activity was not material to our Condensed Consolidated Financial Statements.
17

Note 6 Segments
The Company’s segment reporting structure now consists of two reportable segments as follows and a Corporate category as follows:category:
•Food Care (including Medical Applications and New Ventures businesses);
Product Care; and
Corporate.

•Protective
The Company’s Food Care and Product CareProtective segments are considered reportable segments under FASB ASC Topic 280. Our reportable segments are aligned with similar groups of products and management team.products. Corporate includes certain costs that are not allocated to the reportable segments, primarily consistingsegments. The Company evaluates performance of unallocated corporate overhead costs, including administrative functions and cost recovery variances not allocated to the reportable segments from global functional expenses.based on the results of each segment. The performance metric used by the Company's chief operating decision maker to evaluate performance of our reportable segments is Segment Adjusted EBITDA. The Company allocates expense to each segment based on various factors including direct usage of resources, allocation of headcount, allocation of software licenses or, in cases where costs are not clearly delineated, costs may be allocated on portion of either net trade sales or an expense factor such as cost of sales.
We allocate and disclose depreciation and amortization expense to our segments, although property and equipment, net is not allocated to the segment assets, nor is depreciation and amortization included in the segment performance metric Adjusted EBITDA. As of January 1, 2017 we modified our calculation of Adjusted EBITDA to exclude interest income. The impact in this modification was $1.6 million and $5.3 million for the three and nine months ended September 30, 2016, respectively. We also disclose restructuring and other charges by segment, although these items are not included in the segment performance metric Segment Adjusted EBITDA. We also allocate and disclose restructuring charges by segment, although they are not included in the segment performance metric Segment Adjusted EBITDA since restructuring and other charges are categorized as special items as outlined in the table reconciling U.S. GAAP net earnings from continuing operations to Non-U.S. GAAP Total Company Adjusted EBITDA set forth below.Special Items (as identified below). The accounting policies of the reportable segments and Corporate are the same as those applied to the Condensed Consolidated Financial Statements.
The following tables show Net Salessales and Segment Adjusted EBITDA by our segment reporting structure:reportable segment:


  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Net Sales:  
  
  
  
Food Care $716.0
 $676.2
 $2,051.1
 $1,979.2
As a % of Total Company net sales 63.3% 63.5% 63.4% 63.6%
Product Care 415.3
 388.9
 1,182.7
 1,130.7
As a % of Total Company net sales 36.7% 36.5% 36.6% 36.4%
Total Company Net Sales $1,131.3
 $1,065.1
 $3,233.8
 $3,109.9
     
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Adjusted EBITDA from continuing operations  
  
  
  
Food Care $158.3
 $155.6
 $446.0
 $440.7
Adjusted EBITDA Margin 22.1% 23.0% 21.7% 22.3%
Product Care 86.5
 88.0
 237.7
 243.8
Adjusted EBITDA Margin 20.8% 22.6% 20.1% 21.6%
Corporate(1)
 (28.0)
 (30.7)
 (88.7)
 (91.7)
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $216.8
 $212.9
 $595.0
 $592.8
Adjusted EBITDA Margin 19.2% 20.0% 18.4% 19.1%
(1)
Corporate includes costs previously allocated to the Diversey Care segment and food hygiene and cleaning business of our Food Care segment reported within discontinued operations of $2.8 million and $3.5 million for the three months ended September 30, 2017 and 2016, respectively, and $13.7 million and $10.4 million for the nine months ended September 30, 2017 and 2016, respectively.


Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Net sales:    
Food$893.4 $829.8 $2,627.1 $2,443.3 
As a % of Consolidated net sales64.7 %59.3 %63.9 %57.7 %
Protective488.4 570.6 1,484.3 1,792.7 
As a % of Consolidated net sales35.3 %40.7 %36.1 %42.3 %
Consolidated Net sales$1,381.8 $1,400.4 $4,111.4 $4,236.0 
 
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Segment Adjusted EBITDA:    
Food$194.3 $185.3 $580.1 $553.4 
Adjusted EBITDA Margin21.7 %22.3 %22.1 %22.6 %
Protective95.0 109.5 271.3 363.2 
Adjusted EBITDA Margin19.5 %19.2 %18.3 %20.3 %
Total Segment Adjusted EBITDA$289.3 $294.8 $851.4 $916.6 
The following table shows a reconciliation of U.S. GAAP net earnings from continuing operations to Non-U.S. GAAP Total CompanySegment Adjusted EBITDA from continuing operations:to Earnings before income tax provision:

  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 
2016(1)
Net earnings from continuing operations $62.4
 $63.8
 $37.8
 $141.1
Interest expense (54.0) (49.6) (153.7) (151.4)
Interest income 4.9
 1.7
 10.3
 5.3
Income tax provision 43.7
 54.1
 236.5
 124.7
Depreciation and amortization(3)
 (42.7) (39.6) (116.3) (113.0)
Accelerated depreciation and amortization of fixed assets and intangible assets for Venezuelan subsidiaries —
 0.1
 —
 0.8
Special Items:        
Restructuring and other charges(4)
 (6.2) (1.3) (9.2) (1.1)
Other restructuring associated costs included in cost of sales and selling, general and administrative expenses (2.9) (5.2) (12.7) (13.2)
SARs —
 0.3
 —
 (0.7)
Foreign currency exchange loss related to Venezuelan subsidiaries —
 —
 —
 (1.6)
Charges related to ceasing operations in Venezuela —
 —
 —
 (47.3)
Gain (loss) on sale of North American foam trays and absorbent pads business and European food trays business 0.2
 —
 2.3
 (1.6)
(Loss) gain related to the sale of other businesses, investments and property, plant and equipment (6.9) 2.1
 (7.1) —
Charges incurred related to the sale of Diversey (13.7) —
 (47.6) —
Settlement/curtailment benefits related to retained Diversey retirement plans 13.5
 —
 13.5
 —
Other special items(2)
 (2.9) (3.5) (0.2) (3.2)
Pre-tax impact of Special items (18.9) (7.6) (61.0) (68.7)
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $216.8
 $212.9
 $595.0
 $592.8
18

Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Food Adjusted EBITDA$194.3 $185.3 $580.1 $553.4 
Protective Adjusted EBITDA95.0 109.5 271.3 363.2 
Corporate Adjusted EBITDA(4.6)(2.2)(19.1)(3.6)
Interest expense, net(70.1)(40.9)(196.6)(119.3)
Depreciation and amortization, net of adjustments(1)
(64.6)(59.4)(187.1)(179.0)
Special Items:
Liquibox intangible amortization(2)
(7.4)— (19.9)— 
Liquibox inventory step-up expense— — (10.8)— 
Restructuring charges(3)
(9.8)(0.6)(9.2)(4.6)
Other restructuring associated costs(4)
(34.6)(1.6)(34.5)(8.5)
Foreign currency exchange loss due to highly inflationary economies(4.9)(2.2)(10.6)(5.9)
Loss on debt redemption and refinancing activities— — (4.9)(11.2)
Impairment loss on equity investments— — — (31.6)
Contract terminations(5)
(15.3)— (15.3)— 
Charges related to acquisition and divestiture activity(2.8)(0.3)(24.5)0.8 
Other Special Items(6)
2.7 (3.6)(5.1)(3.6)
Pre-tax impact of Special Items(72.1)(8.3)(134.8)(64.6)
Earnings before income tax provision$77.9 $184.0 $313.8 $550.1 
(1)Depreciation and amortization by segment were as follows:

Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Food$48.1 $34.4 $135.8 $103.7 
Protective23.9 25.0 71.2 75.3 
Total Company depreciation and amortization(i)
$72.0 $59.4 $207.0 $179.0 
Liquibox intangible amortization(7.4)— (19.9)— 
Depreciation and amortization, net of adjustments$64.6 $59.4 $187.1 $179.0 
(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.  Refer to Note 1, "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details.
(i)Includes share-based incentive compensation of $12.1 million and $32.3 million for the three and nine months ended September 30, 2023, respectively, and $12.7 million and $41.3 million for the three and nine months ended September 30, 2022, respectively.
(2)Beginning in 2023, the Company redefined Special Items to include amortization of the Liquibox acquired intangibles. The change is prospective and only applies to the amortization of Liquibox acquired intangibles.
(3)Restructuring charges by segment were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Food$5.7 $0.6 $6.3 $3.1 
Protective4.1 — 2.9 1.5 
Total Company restructuring charges$9.8 $0.6 $9.2 $4.6 
(2)
Other special items for the three and nine months ended September 30, 2017, primarily included transaction fees related to various divestitures and acquisitions. Other special items for the three and nine months ended September 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)
Depreciation and amortization by segment is as follows:
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Food Care $26.4
 $23.1
 $75.8
 $68.3
Product Care $11.7
 $9.6
 $34.2
 $28.6
Corporate $4.6
 $6.9
 $6.3
 $16.1
Total Company depreciation and amortization(1)
 $42.7
 $39.6
 $116.3
 $113.0

(1)
Includes share-based incentive compensation of $12.3 million and $31.2 million for the three and nine months ended September 30, 2017, respectively, and $12.2 million and $37.6 million for the three and nine months ended September 30, 2016, respectively.



(4)
Restructuring and other charges by segment were as follows:
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Food Care $3.9
 $0.8
 $5.8
 $0.7
Product Care 2.3
 0.5
 3.4
 0.4
Total Company restructuring and other charges(1)
 $6.2
 $1.3
 $9.2
 $1.1

(1) (4)Other restructuring associated costs for the three and nine months ended September 30, 2023 primarily consists of impairment of property and equipment and inventory obsolescence charges related to business closure activity.
19

(5)Contract terminations for the three and nine months ended September 30, 2023 primarily relates to charges associated with business closure activity.
(6)Other Special Items for the three months ended September 30, 2023 primarily relate to a gain associated with a legal settlement. Other Special Items for the nine months ended September 30, 2023 primarily relate to a one-time, non-cash cumulative translation adjustment loss recognized due to the wind-up of one of our legal entities, partially offset by a gain associated with a legal settlement. Other Special Items for the three and nine months ended September 30, 2022 relate to fees paid for professional services, including legal fees, directly associated with Special Items of events that are considered one-time or infrequent in nature. For the nine months ended September 30, 2016 restructuring and other charges excludes $0.3 million related2022, the professional fees are offset primarily due to severance and termination benefits for employeesa one-time gain on the disposal of land in our Venezuelan subsidiaries.the United Kingdom (UK).

Assets by Reportable Segments

The following table shows assets allocated by our segment reporting structure. Only assets identifiable by segment and reviewed by our chief operating decision maker by segment arereportable segment. Assets allocated by the reportable segment assets, which areinclude: trade receivables, net,net; inventory, net; property and finished goods inventory,equipment, net; goodwill; intangible assets, net; and leased systems, net.  All other assets are included in “Assets not allocated.”

(In millions)September 30, 2023December 31, 2022
Assets allocated to segments:  
Food$3,452.7 $2,342.6 
Protective2,693.4 2,795.7 
Total segments6,146.1 5,138.3 
Assets not allocated:
Cash and cash equivalents$281.3 $456.1 
Current assets held for sale1.0 — 
Income tax receivables46.8 40.3 
Other receivables86.0 91.5 
Advances and deposits198.7 12.7 
Deferred taxes119.5 141.5 
Other488.3 334.3 
Total$7,367.7 $6,214.7 
 
(In millions) September 30, 2017 December 31, 2016
Assets:  
  
Trade receivables, net, and finished goods inventories, net  
  
Food Care $519.0
 $459.8
Product Care 334.0
 261.5
Total segments $853.0
 $721.3
Assets not allocated    
Cash and cash equivalents $1,304.7
 $333.7
Property and equipment, net 951.0
 889.6
Goodwill 1,898.3
 1,882.9
Intangible assets, net 44.8
 40.1
Assets held for sale 20.8
 2,851.7
Other 866.8
 679.9
Total $5,939.4
 $7,399.2
Note 57 Inventories, net

The following table details our inventories, net:net.
(In millions)September 30, 2023December 31, 2022
Raw materials$180.9 $229.9 
Work in process193.0 187.1 
Finished goods460.3 449.3 
Total$834.2 $866.3 

20
(In millions) September 30, 2017 December 31, 2016
Inventories:  
  
Raw materials $91.6
 $81.5
Work in process 143.6
 114.4
Finished goods 312.5
 260.8
Total $547.7
 $456.7





Note 68 Property and Equipment, net

The following table details our property and equipment, net:net.
(In millions)September 30, 2023December 31, 2022
Land and improvements$46.1 $44.1 
Buildings809.3 783.1 
Machinery and equipment2,732.5 2,612.3 
Other property and equipment141.7 124.5 
Construction-in-progress230.7 222.4 
Property and equipment, gross3,960.3 3,786.4 
Accumulated depreciation and amortization(2,574.1)(2,510.5)
Property and equipment, net$1,386.2 $1,275.9 
In the three and nine months ended September 30, 2023, we recorded approximately $25.8 million of property and equipment impairment within (Loss) Gain on disposal of businesses and property and equipment, net on the Condensed Consolidated Statements of Operations, related to closure activity of the Kevothermal and plant-based rollstock businesses. See Note 12, "Restructuring Activities," for further details related to the business closure activity.
(In millions) September 30, 2017 December 31, 2016
Land and improvements $43.9
 $41.6
Buildings 696.1
 600.2
Machinery and equipment 2,237.8
 2,091.5
Other property and equipment 109.6
 104.3
Construction-in-progress 170.2
 210.1
Property and equipment, gross 3,257.6
 3,047.7
Accumulated depreciation and amortization(1)
 (2,306.6) (2,158.1)
Property and equipment, net $951.0
 $889.6
(1)
As of December 31, 2016, this amount includes $0.4 million related to the accelerated depreciation and amortization of fixed assets related to ceasing operations in Venezuela. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to Condensed Consolidated Financial Statement Operations for further details.
The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment.equipment and finance lease ROU assets.
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Interest cost capitalized$3.5 $2.4 $9.3 $6.1 
Depreciation and amortization expense(1)
$44.5 $38.0 $128.7 $110.7 
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Interest cost capitalized $1.8
 $3.2
 $7.8
 $7.1
Depreciation and amortization expense for property and equipment $27.3
 $23.2
 $75.9
 $64.9
(1)Includes amortization expense of finance lease ROU assets of $2.3 million and $7.1 million for the three and nine months ended September 30, 2023, respectively, and $2.6 million and $7.9 million for the three and nine months ended September 30, 2022, respectively.
Note 79 Goodwill and Identifiable Intangible Assets,
net
Goodwill
The following table shows our goodwill balances by our segment reporting structure.  We review goodwill for impairment on a reporting unit basis annually during the fourth quarter of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. AsSince the date of September 30, 2017,our last annual goodwill impairment assessment, we didhave not identifyidentified any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable.is impaired.
Allocation of Goodwill to Reporting Segment
The following table shows our goodwill balances by reportable segment: 
(In millions)FoodProtectiveTotal
Gross Carrying Value at December 31, 2022$572.2 $1,792.0 $2,364.2 
Accumulated amortization(1)
(49.0)(140.7)(189.7)
Carrying Value at December 31, 2022$523.2 $1,651.3 $2,174.5 
Acquisitions(2)
739.1 — 739.1 
Currency translation0.5 (0.8)(0.3)
Carrying Value at September 30, 2023$1,262.8 $1,650.5 $2,913.3 
(1)There was no change to our accumulated amortization balance during the nine months ended September 30, 2023.
21

(In millions) Food Care Product Care Total
Carrying Value at December 31, 2016 $510.8
 $1,372.1
 $1,882.9
Acquisitions and divestitures 7.2
 (0.3) 6.9
Currency translation 7.1
 1.4
 8.5
Carrying Value at September 30, 2017 $525.1
 $1,373.2
 $1,898.3



(2)Represents amounts allocated to goodwill resulting from acquisitions, primarily for Liquibox. See Note 5, "Acquisitions," for further details.
Identifiable Intangible Assets, net
The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives. As of September 30, 2017,2023, there were no impairment indicators present.
September 30, 2017 December 31, 2016 September 30, 2023December 31, 2022
(In millions)
Gross
Carrying Value
 Accumulated Amortization Net 
Gross
Carrying Value
 Accumulated Amortization Net(In millions)Gross
Carrying Value		Accumulated AmortizationNetGross
Carrying Value		Accumulated AmortizationNet
Customer relationships$31.9
 $(19.0) $12.9
 $25.0
 $(17.5) $7.5
Customer relationships$279.7 $(62.1)$217.6 $99.5 $(47.1)$52.4 
Trademarks and tradenames0.7
 (0.3) 0.4
 0.6
 (0.2) 0.4
Trademarks and tradenames56.7 (18.1)38.6 30.8 (14.4)16.4 
Capitalized software48.7
 (37.8) 10.9
 42.6
 (31.2) 11.4
SoftwareSoftware162.2 (124.0)38.2 147.7 (111.3)36.4 
Technology37.4
 (26.7) 10.7
 34.4
 (24.2) 10.2
Technology197.1 (55.9)141.2 67.0 (44.3)22.7 
Contracts10.6
 (9.6) 1.0
 10.6
 (8.9) 1.7
Contracts11.4 (10.1)1.3 11.4 (9.8)1.6 
Total intangible assets with definite lives129.3
 (93.4) 35.9
 113.2
 (82.0) 31.2
Total intangible assets with definite lives707.1 (270.2)436.9 356.4 (226.9)129.5 
Trademarks and tradenames with indefinite lives8.9
 —
 8.9
 8.9
 —
 8.9
Trademarks and tradenames with indefinite lives8.9 — 8.9 8.9 — 8.9 
Total identifiable intangible assets$138.2
 $(93.4) $44.8
 $122.1
 $(82.0) $40.1
Total identifiable intangible assets, netTotal identifiable intangible assets, net$716.0 $(270.2)$445.8 $365.3 $(226.9)$138.4 
The following table shows the remaining estimated future amortization expense at September 30, 2017.2023. 
Year
Amount
(In millions)
Remainder of 2023$17.8 
202460.7 
202554.6 
202642.7 
202738.9 
Thereafter222.2 
Total$436.9 
Expected future cash flows associated with the Company's intangible assets are not expected to be materially affected by the Company's intent or ability to renew or extend the arrangements. Based on our experience with similar agreements, we expect to continue to renew contracts held as intangibles through the end of their remaining useful lives.
Year
Amount
(in millions)
Remainder of 2017$6.3
201812.8
20192.6
20202.9
Thereafter11.3
Total$35.9
Note 810 Accounts Receivable Securitization Programs

U.S. Accounts Receivable Securitization Program
We and a group of our U.S. operating subsidiaries maintain an accounts receivable securitization program under which they sell eligible U.S. accounts receivable to an indirectlya wholly-owned subsidiary that was formed for the sole purpose of entering into this program. The wholly-owned subsidiary in turn may sell an undivided fractional ownership interest in these receivables withto two banks and issuers of commercial paper administered by these banks. The wholly-owned subsidiary retains the receivables it purchases from the operating subsidiaries. Any transfers of fractional ownership interests of receivables under the U.S. receivables securitization program to the two banks and issuers of commercial paper administered by these banks are considered secured borrowings with pledge ofthe underlying receivables as collateral and will be classified as short-termShort-term borrowings on our Condensed Consolidated Balance Sheets. These banks do not have any recourse against the general credit of the Company. The net trade receivables that served as collateral for these borrowings are reclassified from tradeTrade receivables, net to prepaidPrepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. There were $50.0 million of borrowings or corresponding net trade receivables maintained as collateral as of September 30, 2023. As of December 31, 2022, there were no borrowings or corresponding net trade receivables maintained as collateral.

Prior to the sale of Diversey, our U.S. program was amended to remove receivables associated with Diversey and reduce the program size accordingly. As of September 30, 2017,2023, the maximum purchase limit for receivable interests was $60.0$50.0 million, subject to the availability limits described below.

22


The amounts available from time to time under this program may be less than $60.0$50.0 million due to a number of factors, including but not limited to our credit ratings, trade receivable balances, the creditworthiness of our customers and our receivables collection experience. As of September 30, 2017,2023, the level of eligible assetsamount available to us under the program equaled $60.0before utilization was $50.0 million. Although we do not believe restrictions under this program presently materially restrict our operations, if an additional event occurs that triggers one of these restrictive provisions, we could experience a decline in the amounts available to us under the program or termination of the program.
ThisThe program expires annually in August and is renewable.  
European Accounts ReceivablesReceivable Securitization Program
We and a group of our European subsidiaries maintain an accounts receivable securitization program with a special purpose vehicle, or SPV, two banks, and issuers of commercial paper administered by these banks. The European program is structured to be a securitization of certain trade receivables that are originated by certain of our European subsidiaries. The SPV borrows funds from the banks to fund its acquisition of the receivables and provides the banks with a first priority perfected security interest in the accounts receivable. We do not have an equity interest in the SPV. We concluded the SPV is a variable interest entity because its total equity investment at risk is not sufficient to permit the SPV to finance its activities without additional subordinated financial support from the bank via loans or via the collections from accounts receivable already purchased. Additionally, we are considered the primary beneficiary of the SPV since we control the activities of the SPV and are exposed to the risk of uncollectableuncollectible receivables held by the SPV. Therefore, the SPV is consolidated in our Condensed Consolidated Financial Statements. Any activity between the participating subsidiaries and the SPV is eliminated in consolidation. Loans from the banks to the SPV will be classified as short-termShort-term borrowings on our Condensed Consolidated Balance Sheet.Sheets. The net trade receivables that served as collateral for these borrowings are reclassified from tradeTrade receivables, net to prepaidPrepaid expenses and other current assets on the Condensed Consolidated Balance Sheet. Prior to the saleSheets. There were €78.5 million ($82.9 million equivalent at September 30, 2023) of Diversey, the European program was amended to remove theborrowings or corresponding net trade receivables associated with Diversey and reduce the program size accordingly.maintained as collateral as of September 30, 2023. As of December 31, 2022, there were no borrowings or corresponding net trade receivables maintained as collateral.
Prior to the sale of Diversey, our European program was amended to remove receivables associated with Diversey and reduce the program size accordingly. As of September 30, 2017,2023, the maximum purchase limit for receivable interests was €80.0 million ($94.384.5 million equivalent at September 30, 2017)2023), subject to availability limits. The terms and provisions of this program are similar to our U.S. program discussed above. As of September 30, 2017,2023, the amount available under this program before utilization was €79.2€80.0 million ($93.384.5 million equivalent as of September 30, 2017)2023).
This program expires annually in August and is renewable.
Utilization of Our Accounts Receivable Securitization Programs
As of September 30, 2017,2023, there were $50.0 million and €78.5 million ($82.9 million equivalent at September 30, 2023) of outstanding borrowings under our U.S. and European programs, respectively. As of December 31, 2022, there were no amounts outstanding borrowings under our U.S. or European programs. We continue to service the trade receivables supporting the programs, and the banks are permitted to re-pledge this collateral. TotalThe total interest expensepaid for these programs was $0.6$1.7 million and $1.0$4.4 million for the three and nine months ended September 30, 2017, respectively. Total2023, respectively, and there was $0.1 million of interest expensepaid for these programs was $0.4 million and $1.1 million forin the three and nine months ended September 30, 2016, respectively.2022.
Under limited circumstances, the banks and the issuers of commercial paper can end purchases of receivables interests before the above expiration dates. A failure to comply with debt leverage or various other ratios related to our receivables collection experience could result in termination of the receivables programs. We were in compliance with these ratios at September 30, 2017.2023.
As of December 31, 2016, there were no amounts outstanding under our U.S. and European programs.

Note 9 Restructuring11 Accounts Receivable Factoring Agreements
The Company has entered into factoring agreements and Relocation Activities
Consolidationcustomers' supply chain financing arrangements to sell certain trade receivables to unrelated third-party financial institutions. These programs are entered into in the normal course of Restructuring Programs
Inbusiness. We account for these transactions in accordance with ASC 860, "Transfers and Servicing" ("ASC 860"). ASC 860 allows for the first quarterownership transfer of 2016,accounts receivable to qualify for true-sale treatment when the Board of Directors agreedappropriate criteria is met, which permits the Company to consolidatepresent the remaining activities of all restructuring programs to create a singlebalances sold under the program to be called the “Sealed Air Restructuring Program” or the “Program.”



The Program consists of a portfolio of restructuring projects across all of our divisions as part of our transformation of Sealed Air into a knowledge-based company, including reductions in headcount, and relocation of certain facilities and offices, which primarily reflects the relocationexcluded from our former corporate headquarters in Elmwood Park, New Jersey; and facilities in Saddle Brook, New Jersey; Racine, Wisconsin; and, Duncan and Greenville, South Carolina to our new global headquarters in Charlotte, North Carolina. The cost of the Charlotte campus was estimated to be approximately $120 million. The Program also includes costs associated with the sale of Diversey.
Program metrics are as follows:
 Sealed Air Restructuring Program
Approximate positions eliminated by the program1,950
Estimated Program Costs (in millions): 
Costs of reduction in headcount as a result of reorganization$245-$255
Other expenses associated with the Program145-150
Total expense$390-$405
Capital expenditures250-255
Proceeds, foreign exchange and other cash items(70)-(75)
Total estimated net cash cost$570-$585
Program to Date Cumulative Expense (in millions): 
Costs of reduction in headcount as a result of reorganization$234
Other expenses associated with the Program121
Total Cumulative Expense$355
Cumulative capital expenditures$231
The following table details our restructuring activities as reflected inTrade receivables, net on the Condensed Consolidated StatementBalance Sheets. Receivables are considered sold when (i) they are transferred beyond the reach of Operationsthe Company and its creditors, (ii) the purchaser has the right to pledge or exchange the receivables, and (iii) the Company has no continuing
23

involvement in the transferred receivables. In addition, the Company provides no other forms of continued financial support to the purchaser of the receivables once the receivables are sold.
Gross amounts factored under this program for the nine months ended September 30, 2023 and 2022 were $563.7 million and $497.7 million, respectively. The fees associated with transfer of receivables for all programs were approximately $3.1 million and $9.3 million for the three and nine months ended September 30, 20172023, respectively, and 2016:$1.7 million and $4.6 million for the three and nine months ended September 30, 2022, respectively.
Note 12 Restructuring Activities
In December 2018, the Board of Directors approved our Reinvent SEE business transformation, including the related restructuring program (“Program”), which concluded as of the end of calendar year 2022. For the three and nine months ended September 30, 2023, restructuring charges and other associated costs related to the Program were not material.
On August 7, 2023, the Board of Directors approved a new 3-year cost take-out to grow restructuring program (the “CTO2Grow Program”) as part of Reinvent SEE 2.0. The total cash cost of this program is estimated to be in the range of $140 to $160 million.
For the three and nine months ended September 30, 2023, the Company incurred cash expense including $15.3 million of costs associated with contract terminations, $11.0 million of Restructuring charges and nominal other associated costs for the CTO2Grow Program. For the three and nine months ended September 30, 2023, the Company incurred non-cash expense of approximately $34.3 million of other associated costs primarily related to the impairment of property and equipment and inventory obsolescence charges associated with the Kevothermal and plant-based rollstock business closures for the CTO2Grow Program.
CTO2Grow Program restructuring spend is estimated to be incurred as follows:
Total Restructuring Program RangeLess Program to DateRemaining Restructuring
(In millions)LowHighLowHigh
Costs of reduction in headcount as a result of reorganization$90 $95 $(11)$79 $84 
Other associated costs20 25 — 20 25 
Contract terminations25 30 (15)10 15 
Total cash expense135 150 (26)109 124 
Capital expenditures5 10 — 5 10 
Total estimated cash cost(1)
$140 $160 $(26)$114 $134 
Total estimated non-cash expense(2)
$34 $34 $(34)$— $— 
Total estimated expense(3)
$169 $184 $(60)$109 $124 
(1)Total estimated cash cost excludes the impact of proceeds expected from the sale of property and equipment and foreign currency impact.
(2)Reflects actual expenses that have been incurred. Ranges associated with future non-cash expenses related to the CTO2Grow Program are difficult to estimate and are not available without unreasonable efforts, as these typically relate to exit and disposal activities.
(3)Total estimated expense excludes capital expenditures.
The Company also has a restructuring program related to acquisitions. We recorded $0.7 million of income and $0.3 million of expense within Restructuring charges, respectively, during the three and nine months ended September 30, 2023. See Note 5, "Acquisitions," for additional information related to our 2023 Liquibox acquisition.
The following table details our aggregate restructuring activities as reflected in the Condensed Consolidated Statements of Operations.
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 Three Months Ended
September 30,		 Nine Months Ended
September 30,		Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016(In millions)2023202220232022
Continuing Operations        
Other associated costs $2.9
 $5.2
 $12.7
 $13.2
Other associated costs$34.6 $1.6 $34.5 $8.5 
Contract terminationsContract terminations15.3 — 15.3 — 
Restructuring charges 6.2
 1.3
 9.2
 1.1
Restructuring charges9.8 0.6 9.2 4.6 
Total charges from continuing operations $9.1
 $6.5
 $21.9
 $14.3
Charges included in discontinued operations (1.4) 1.1
 2.3
 6.2
Total charges $7.7
 $7.6
 $24.2
 $20.5
Total charges$59.7 $2.2 $59.0 $13.1 
Capital expenditures $3.4
 $34.6
 $17.3
 $91.6
Capital expenditures$— $3.3 $— $9.1 
The aggregate restructuring accrual, spending and other activity for the nine months ended September 30, 20172023 and the accrual balance remaining at September 30, 2017 related to these programs were2023 was as follows (in millions):follows:
(In millions)
Restructuring accrual at December 31, 2022$14.7 
Headcount accrual and accrual adjustments9.2 
Contract termination accrual and adjustments11.2 
Cash payments during 2023(12.5)
Effect of changes in foreign currency exchange rates(0.2)
Restructuring accrual at September 30, 2023(1)
$22.4
(In millions) 
Restructuring accrual at December 31, 2016$47.4
Accrual and accrual adjustments9.2
Cash payments during 2017(32.2)
Transfers as part of the sale of Diversey(5.5)
Effect of changes in foreign currency exchange rates(1.2)
Restructuring accrual at September 30, 2017$17.7
(1)Excludes $4.0 million of remaining lease obligations on terminated contracts included in Current portion of operating lease liabilities and Long-term operating lease liabilities, less current portion on our Condensed Consolidated Balance Sheets.
We expect to pay $16.2$22.4 million of the accrual balance remaining at September 30, 20172023 within the next twelve months. This amount is included in accruedAccrued restructuring costs on the Condensed Consolidated Balance SheetSheets at September 30, 2017.


2023.
The remainingCTO2Grow Program was approved by our Board of Directors as a consolidated program benefiting both Food and Protective, and accordingly the expected program spend by reporting segment is not available. However, of the total restructuring accrual of $1.5$22.4 million as of September 30, 2023, $17.9 million was attributable to Food and $4.5 million was attributable to Protective.
Business Closures
In July 2023, the Board of Directors approved a plan to cease operating the Kevothermal temperature assurance business, which resulted in the closure of both the Albuquerque, New Mexico and Hereford, United Kingdom facilities. The decision to cease operations of the Kevothermal business, which is expectedreported in our Protective segment, was triggered by lower volumes and declining financial performance.
In September 2023, the Board of Directors approved a plan to cease operating the plant-based rollstock business and line located in Simpsonville, South Carolina. The decision to cease operations for the plant-based rollstock business, which is reported in our Food segment, was triggered by lower demand for our product due to competitive alternatives in the market. We expect to cease full manufacturing operations by February 2024.
For the three and nine months ended September 30, 2023, we recorded $51.3 million of closure charges associated with Kevothermal and the plant-based rollstock business, including $25.8 million of impairment related to property and equipment, $15.3 million of contract terminations, $7.7 million of inventory obsolescence charges and $2.5 million of severance and other closure related costs. The closure charges, excluding the severance related costs, are reflected within (Loss) Gain on disposal of businesses and property and equipment, net on the Condensed Consolidated Statements of Operations. The severance related charges are reflected in Restructuring charges on the Condensed Consolidated Statements of Operations. Of the $51.3 million of closure charges, $34.3 million are non-cash. We expect the majority of the cash charges to be paid in 2018. This amount is included in other non-current liabilities on our Condensed Consolidated Balance Sheet at September 30, 2017.2024.

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Note 1013 Debt and Credit Facilities

Our total debt outstanding consisted of the amounts set forth onin the following table:

(In millions) September 30, 2017 December 31, 2016
Short-term borrowings(1)
 $84.0
 $83.0
Current portion of long-term debt 2.0
 297.0
Total current debt 86.0
 380.0
     Term Loan A due July 2019 222.2
 818.3
6.50% Senior Notes due December 2020 423.4
 423.1
4.875% Senior Notes due December 2022 420.2
 419.6
5.25% Senior Notes due April 2023 420.2
 419.7
4.50% Senior Notes due September 2023 467.9
 416.7
5.125% Senior Notes due December 2024 420.6
 420.2
5.50% Senior Notes due September 2025 396.6
 396.4
6.875% Senior Notes due July 2033 445.4
 445.3
Other 2.9
 3.3
Total long-term debt, less current portion(3)
 3,219.4
 3,762.6
Total debt(2)(4)
 $3,305.4
 $4,142.6
(In millions)Interest rateSeptember 30, 2023December 31, 2022
Short-term borrowings(1)
$211.6 $6.6 
Current portion of long-term debt(2)
28.1 434.0 
Total current debt239.7 440.6 
Term Loan A due March 20271,126.2 506.6 
Senior Notes due December 20245.125 %424.1 423.5 
Senior Notes due September 20255.500 %399.0 398.7 
Senior Secured Notes due October 20261.573 %596.7 596.0 
Senior Notes due December 20274.000 %422.4 421.9 
Senior Notes due February 20286.125 %764.2 — 
Senior Notes due April 20295.000 %421.6 421.2 
Senior Notes due July 20336.875 %446.6 446.4 
Other(2)
30.1 23.6 
Total long-term debt, less current portion(3)
4,630.9 3,237.9 
Total debt(4)
$4,870.6 $3,678.5 
(1)Short-term borrowings of $211.6 million at September 30, 2023, were comprised of $82.9 million under our European securitization program, $75.0 million under our revolving credit facility, $50.0 million under our U.S. securitization program, and $3.7 million of short-term borrowings from various lines of credit. Short-term borrowings of $6.6 million at December 31, 2022, were comprised of various lines of credit.
(1)
(2)As of September 30, 2023, Current portion of long-term debt included finance lease liabilities of $6.4 million. As of December 31, 2022, Current portion of long-term debt included 4.500% senior notes due September 2023 of $426 million and finance lease liabilities of $7.6 million. Other debt includes long-term liabilities associated with our finance leases of $22.5 million and $16.1 million at September 30, 2023 and December 31, 2022, respectively. See Note 4, "Leases," for additional information on finance and operating lease liabilities.
(3)Amounts are shown net of unamortized discounts and issuance costs of $35.6 million as of September 30, 2023 and $18.9 million as of December 31, 2022.
(4)As of September 30, 2023, our weighted average interest rate on our short-term borrowings outstanding was 6.0% and on our long-term debt outstanding was 5.4%. As of December 31, 2022, our weighted average interest rate on our short-term borrowings outstanding was 2.8% and on our long-term debt outstanding was 4.6%.
Short-term borrowings of $84.0 million at September 30, 2017 are comprised of $43.0 million of Diversey accounts payable obligations under financing arrangements which Sealed Air was fully reimbursed for as part of the sale of Diversey as well as $41.0 million of short term borrowings from various lines of credit. Short-term borrowings at December 31, 2016 were comprised primarily of $83.0 million of short-term borrowings from various lines of credit.      
(2)
As of September 30, 2017, our weighted average interest rate on our short-term borrowings outstanding, excluding the amounts related to the Diversey accounts payable obligations discussed above, was 7.4% and on our long-term debt outstanding was 5.3%. As of December 31, 2016, our weighted average interest rate on our short-term borrowings outstanding was 4.8% and on our long-term debt outstanding was 4.7%. 
(3)
Amounts are net of unamortized discounts and issuance costs of $30.9 million as September 30, 2017 and $36.3 million as of December 31, 2016.
(4)
Long-term debt instruments are listed in order of priority.
Lines of Credit
The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including the Revolving Credit Facility discussed above,our revolving credit facility, and the amounts available under our accounts receivable securitization programs.

(In millions) September 30, 2017 December 31, 2016(In millions)September 30, 2023December 31, 2022
Used lines of credit (1)(2)
 $41.0
 $83.0
Used lines of credit(1)
Used lines of credit(1)
$211.6 $6.6 
Unused lines of credit 1,075.3
 1,074.4
Unused lines of credit1,038.7 1,261.0 
Total available lines of credit(3)
 $1,116.3
 $1,157.4
Total available lines of credit(2)
Total available lines of credit(2)
$1,250.3 $1,267.6 
(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)
As of September 30, 2017 and December 31, 2016, there were $27.2 million and $25.4 million of cash held on deposit, respectively, as a compensating balance for certain short-term borrowings, which is recorded in other current assets on the Condensed Consolidated Balance Sheet.
(3)
Of the total available lines of credit, $853.3 million were committed as of September 30, 2017.

(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, $1,119.2 million was committed as of September 30, 2023.
Amended and Restated Senior Secured Credit Facility
2023 Activity
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On February 1, 2023, the Company used proceeds from the new incremental term facility, as described below, to finance the Liquibox acquisition. We incurred $11.0 million of lender and third party fees included in carrying amounts of outstanding debt. See Note 5, "Acquisitions," for further details related to the Liquibox acquisition.
2022 Activity
On December 8, 2022, the Company and certain of its subsidiaries entered into an amendment to the fourth amended and restated syndicated facility agreement and incremental assumption agreement ("the Amendment”) further amending its existing senior secured credit facility (the “Fourth Amended and Restated Credit Agreement”), as described below. The Amendment provides for a new incremental term facility in an aggregate principal amount of $650.0 million, to be used, in part, to finance the Company’s acquisition of Liquibox. See Note 5, "Acquisitions," for further details related to the Liquibox acquisition.
On March 25, 2022, the Company and certain of its subsidiaries entered into the Fourth Amended and Restated Credit Agreement with Bank of America, N.A., as agent, and the other financial institutions party thereto. The changes include (i) the refinancing of the term loan A facilities and revolving credit facilities with a new U.S. dollar term loan A facility in an aggregate principal amount of approximately $475.0 million, a new pounds sterling term loan A facility in an aggregate principal amount of approximately £27.2 million, and revolving credit facilities of $1.0 billion (including revolving facilities available in U.S. dollars, euros, pounds sterling, Canadian dollars, Australian dollars, Japanese yen, New Zealand dollars and Mexican pesos), (ii) the conversion of the facilities rate from a London Interbank Offered Rate-based rate to a Secured Overnight Financing Rate ("SOFR")-based rate, (iii) improved pricing terms which will range from 100 to 175 basis points (bps) in the case of SOFR loans, subject to the achievement of certain leverage tests, (iv) the extension of the final maturity of the term loan A facilities and revolving credit commitment to March 25, 2027, (v) the release of all non-U.S. collateral previously pledged by the Company's subsidiaries and the release of all existing guarantees for non-U.S., non-borrower Company subsidiaries, (vi) the adjustment of certain covenants to provide flexibility to incur additional indebtedness and take other actions and (vii) other amendments.
As a result of the Fourth Amended and Restated Credit Agreement, we recognized a $0.7 million loss on debt redemption and refinancing activities in Other expense, net in our Condensed Consolidated Statements of Operations during the first quarter of 2022. This amount includes $0.4 million of accelerated amortization of original issuance discount related to the term loan A and lender and non-lender fees related to the entire credit facility. Also included in the loss on debt redemption and refinancing activities was $0.3 million of non-lender fees incurred in connection with the Fourth Amended and Restated Credit Agreement. In addition, we incurred $1.2 million of lender and third-party fees that are included in the carrying amounts of the outstanding debt under the credit facility. We also capitalized $3.0 million of fees that are included in Other assets on our Condensed Consolidated Balance Sheets. The amortization expense related to original issuance discount and lender and non-lender fees is calculated using the effective interest rate method over the lives of the respective debt instruments.
Total amortization expense related to the senior secured credit facility was $0.9 million and $2.5 million for the three and nine months ended September 30, 2023, respectively, and $0.3 million and $1.0 million for the three and nine months ended September 30, 2022, respectively, and is included in Interest expense, net in our Condensed Consolidated Statements of Operations.
Senior Notes
2023 Activity
On January 31, 2023, the Company issued $775.0 million aggregate principal amount of 6.125% senior notes due 2028 (the "2028 Notes"). The 2028 Notes will mature on February 1, 2028. Interest is payable on February 1 and August 1 of each year, commencing on August 1, 2023. The 2028 Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that guarantee its senior secured credit facilities, subject to release under certain circumstances. We capitalized $12.2 million of fees incurred in connection with the 2028 Notes, which are included in Long-term debt, less current portion on our Condensed Consolidated Balance Sheets.
We may redeem the 2028 Notes, in whole or in part, at any time prior to February 1, 2025, at a redemption price equal to 100% of the principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a "make-whole premium". On or after February 1, 2025, we may redeem the 2028 Notes, in whole or in part, at specified redemption prices, plus accrued and unpaid interest, if any, to, but not including the redemption date. In addition, at any time prior to February 1, 2025, we may redeem up to 40% of the 2028 Notes using the proceeds of certain equity offerings.
27

The net proceeds from the 2028 Notes offering were used (i) together with a borrowing under the Company’s incremental term loan facility and cash on hand, to finance the acquisition of all of the issued and outstanding shares of capital stock of Liquibox, including related fees and expenses, (ii) to repurchase all of the Company’s outstanding 4.500% senior notes due 2023 (the “2023 Euro Notes”) pursuant to the tender offer commenced by the Company on January 27, 2023 and satisfy and discharge all of the Company’s outstanding 2023 Euro Notes in accordance with the terms of the indenture governing the 2023 Euro Notes and to pay related premiums, fees and expenses in connection therewith and (iii) to the extent of any remaining proceeds after giving effect to the foregoing transactions, for general corporate purposes. We recognized a pre-tax loss of $4.9 million on the repurchase and cancellation of the 2023 Euro Notes, including a premium of $4.5 million and accelerated amortization of non-lender fees of $0.4 million, within Other expense, net on our Condensed Consolidated Statements of Operations during the first quarter of 2023. See Note 5, "Acquisitions," for further details related to the Liquibox acquisition.
2022 Activity
On April 19, 2022, the Company issued $425.0 million aggregate principal amount of 5.000% senior notes due 2029 (the "2029 Notes"). The 2029 Notes will mature on April 15, 2029. Interest is payable on April 15 and October 15 of each year, commencing on October 15, 2022. The 2029 Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic subsidiaries that guarantee its senior secured credit facilities, subject to release under certain circumstances. We also capitalized $4.2 million of fees incurred in connection with the 2029 Notes, which are included in Long-term debt, less current portion on our Condensed Consolidated Balance Sheets.
We may redeem the 2029 Notes, in whole or in part, at any time prior to April 15, 2025, at a redemption price equal to 100% of the principal amount of the 2029 Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a "make-whole premium". On or after April 15, 2025, we may redeem the 2029 Notes, in whole or in part, at specified redemption prices, plus accrued and unpaid interest, if any, to, but not including the redemption date. In addition, at any time prior to April 15, 2025, we may redeem up to 40% of the 2029 Notes using the proceeds of certain equity offerings.
The net proceeds from the 2029 Notes offering were used to repurchase the 5.250% senior notes due 2023 (the “2023 Notes”) tendered pursuant to the tender offer commenced by the Company on April 5, 2022 and satisfy and discharge all remaining 2023 Notes in accordance with the terms of the indenture governing the 2023 Notes. The aggregate repurchase price was $435.9 million, which included the principal amount of $425.0 million, a premium of $9.6 million and accrued interest of $1.3 million. We recognized a pre-tax loss of $10.5 million on the extinguishment, including the premium mentioned above and $0.9 million of accelerated amortization of non-lender fees, included within Other expense, net on our Condensed Consolidated Statements of Operations during the second quarter of 2022.
Covenants

Each issue of our outstanding senior notes imposes limitations on our operations and those of specified subsidiaries. The Second Amended and Restated SyndicatedOur Senior Secured Credit Facility (“Amended Credit Facility”) contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our indebtedness, liens, investments, restricted payments, mergers and acquisitions, dispositions of assets, transactions with affiliates, amendment of documents and sale leasebacks, and a covenant specifying a maximum permittedleverage ratio of Consolidated Net Debt to Consolidated EBITDA (as defined in the Amended Credit Facility).EBITDA. We were in compliance with the above financial covenants and limitations at September 30, 2017.2023.
Recent Activity
In July 2017, we paid the full $250.0 million principal balance of the Term Loan A facility due in July 2017, upon its maturity.   

On July 1, 2017, we executed an amendment to the Amended Credit Facility in order to close on the sale of Diversey.  The amendment primarily allowed us to take steps necessary for the legal separation of the Diversey business and release the loan security effective with the sale closing.  These changes do not impact the Condensed Consolidated Financial Statements as of September 30, 2017. Subsequent to the execution of the amendment, we prepaid the Brazilian tranche of our Term Loan A facility due in July 2019 in the amount of $96.3 million in connection with the anticipated Diversey transaction. An additional $755.2 million of this facility was prepaid in conjunction with the Diversey closing. As of September 30, 2017, the remaining balance of this facility was $222.2 million and no further amortization payments will be required before the maturity of the facility.

Note 1114 Derivatives and Hedging Activities
We report all derivative instruments on our Condensed Consolidated Balance Sheets at fair value and establish criteria for designation and effectiveness of transactions entered into for hedging purposes.
As a large global organization, we face exposure to market risks, such as fluctuations in foreign currency exchange rates and interest rates. To manage the volatility relating to these exposures, we enter into various derivative instruments from time to time under our risk management policies. We designate derivative instruments as hedges on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments offset in part or in whole corresponding changes in the fair value or cash flows of the underlying exposures being hedged. We assess the initial and ongoing effectiveness of our hedging relationships in accordance with our policy. We do not purchase, hold or sell derivative financial instruments for trading purposes. Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring.
We record the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized.  
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Foreign Currency Forward Contracts Designated as Cash Flow Hedges
The primary purpose of our cash flow hedging activities is to manage the potential changes in value associated with the amounts receivable or payable on equipment and raw material purchases that are denominated in foreign currencies in order to minimize the impact of the changes in foreign currencies. We record gains and losses on foreign currency forward contracts qualifying as cash flow hedges in other comprehensive incomeAccumulated Other Comprehensive Loss (“AOCL”) to the extent that these hedges are effective and until we recognize the underlying transactions in net earnings, at which time we recognize these gains and losses in costCost of sales, on our Condensed Consolidated Statements of Operations. Cash flows from derivative financial instruments designated as cash flow hedges are classified as cashCash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. These contracts generally have original maturities of less than 12 months.
Net unrealized after-tax gains/losses related to these contractscash flow hedging activities that were included in other comprehensive incomeAOCL were a $0.9 million lossgain and $5.7$1.2 million loss for the three and nine months ended September 30, 2017,2023, respectively, and $1.3a $3.1 million gain and $0.8a $4.9 million lossgain for the three and nine months ended September 30, 2016.2022, respectively. The unrealized amountsamount in other comprehensive incomeAOCL will fluctuate based on changes in the fair value of open contracts during each reporting period.
We estimate that $0.4$1.1 million of net unrealized derivative lossesgains related to cash flow hedging activities included in accumulated other comprehensive income (AOCI)AOCL will be reclassified into earnings within the next twelve months.



Foreign Currency Forward Contracts Not Designated as Hedges
Our subsidiaries have foreign currency exchange exposure from buying and selling in currencies other than their functional currencies. The primary purposes of our foreign currency hedging activities are to manage the potential changes in value associated with the amounts receivable or payable on transactions denominated in foreign currencies and to minimize the impact of the changes in foreign currencies related to foreign currency-denominated interest-bearing intercompany loans and receivables and payables. The changes in fair value of these derivative contracts are recognized in other income,Other expense, net, on our Condensed Consolidated Statements of Operations and are largely offset by the remeasurement of the underlying foreign currency-denominated items indicated above. Cash flows from derivative financial instruments not designated as hedges are classified as cashCash flows from investing activities in the Condensed Consolidated Statements of Cash Flows. These contracts generally have original maturities of less than 12 months.

Interest Rate Swaps
From time to time, we may use interest rate swaps to manage our fixed and floating interest rates on our outstanding indebtedness. At September 30, 20172023 and December 31, 2016,2022, we had no outstanding interest rate swaps.
Interest Rate and Currency Swaps
In 2014, in connection with exercising the $100.0 million delayed draw under the senior secured credit facility, we entered into a series of interest rate and currency swaps in a notional amount of $100.0 million.  On September 30, 2016, the first $20.0 million swap contract matured and was settled. As a result of the settlement, the Company received $4.9 million. For the nine months ended September 30, 2017, settlement payments were made for $2.5 million. In July 2017, we prepaid the Brazilian tranche of our Term Loan A facility due in July 2019 in the amount of $96.3 million in connection with the anticipated Diversey transaction. In anticipation of this loan prepayment, we terminated all the swaps used to convert the related U.S. dollar-denominated variable rate obligation into a fixed Brazilian real-denominated obligation. The related activity has been classified as net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations.
Net Investment Hedge
DuringIn February 2023, the second quarter of 2015, we entered into a series of foreign currency exchange forwards totaling €270.0 million.  These foreign currency exchange forwards hedged a portion of the net investment in a certain European subsidiary against fluctuations in foreign exchange rates and expired in June 2015. The loss of $3.5 million ($2.2 million after tax) is recorded in AOCI on our Condensed Consolidated Balance Sheet.
The €400.0 million 4.50%4.500% senior notes issued in June 2015 arethat were previously designated as a net investment hedge, hedging a portion of our net investment in a certain European subsidiary against fluctuations in foreign exchange rates. The change inrates, were repaid, which settled the fair valuenet investment hedge. See Note 13, "Debt and Credit Facilities," for additional information about the repayment of the debt was $21.5 million ($13.3 million net of taxes) as of September 30, 2017 and is reflected in long-term debt on our Condensed Consolidated Balance Sheet. notes.
In March 2015,the first quarter of 2023, we entered into a series of cross-currency swaps with a combined notional amount of $425.0 million, hedging a portion$432.8 million. Each of these cross-currency swaps were designated as net investment hedges of the Company's foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a certain European subsidiary against fluctuations in foreign exchange rates. Asfixed rate of Euro-based interest and receives a resultfixed rate of U.S. dollar interest. The Company has elected the salespot method for assessing the effectiveness of Diversey, we terminated these contracts. The maturity date for this series of cross-currency swaps in September 2017 and will pay the settlement in October 2017.is February 1, 2028. The fair value of the swapsthis hedge as of September 30, 2023 was a $2.5 million loss and is included within Other non-current liabilities on our Condensed Consolidated Balance Sheets. We recognized $0.8 million and $2.1 million of interest income within Interest expense, net on the dateCondensed Consolidated Statements of termination was a liability of $61.9 million which was partially offset by semi-annual interest settlements of $17.7 million. This resulted in a net impact of $(44.2) million which is recorded in AOCI.Operations for the three and nine months ended September 30, 2023, respectively, related to these contracts.
For derivative instruments that are designated and qualify as hedges of net investments in foreign operations, settlements and changes in fair values of the derivative instruments are recognized in unrealized net gainsgain or loss on derivative instruments for net investment hedge, a component of AOCI,AOCL, net of taxes, to offset the changes in the values of the net investments being hedged. Any portion of the net investment hedge that is determined to be ineffective is recorded in other (expense) income,Other expense, net on the Condensed Consolidated Statements of Operations.
29

Other Derivative Instruments
We may use other derivative instruments from time to time to manage exposure to foreign exchange rates and to access to international financing transactions. These instruments can potentially limit foreign exchange exposure by swapping borrowings denominated in one currency for borrowings denominated in another currency.



Fair Value of Derivative Instruments
See Note 12,15, “Fair Value Measurements, Equity Investments and Other Financial Instruments,” for a discussion of the inputs and valuation techniques used to determine the fair value of our outstanding derivative instruments.
The following table details the fair value of our derivative instruments included on our Condensed Consolidated Balance Sheets.
 Cash Flow Net Investment Hedge Non-Designated Total
(In millions)September 30,
2017		 December 31, 2016 September 30,
2017		 December 31, 2016 September 30,
2017		 December 31, 2016 September 30,
2017		 December 31, 2016
Derivative Assets 
  
  
  
  
  
  
  
Foreign currency forward contracts(2)
$0.2
 $4.9
 $—
 $—
 $3.4
 $11.4
 $3.6
 $16.3
Interest rate currency swaps(2)
—
 23.9
 —
 —
 —
 —
 —
 23.9
Total Derivative Assets$0.2
 $28.8
 $—
 $—
 $3.4
 $11.4
 $3.6
 $40.2
                
Derivative Liabilities 
  
  
  
  
  
  
  
Foreign currency forward contracts(2)
$(3.0) $(0.1) $—
 $—
 $(11.3) $(11.5) $(14.3) $(11.6)
Cross-currency swaps—
 —
 —
 (5.3) —
 —
 —
 (5.3)
Total Derivative Liabilities(1)
$(3.0) $(0.1) $—
 $(5.3) $(11.3) $(11.5) $(14.3) $(16.9)
Net Derivatives(3)
$(2.8) $28.7
 $—
 $(5.3) $(7.9) $(0.1) $(10.7) $23.3
 Cash Flow HedgeNet Investment HedgeNon-Designated as Hedging InstrumentsTotal
(In millions)September 30, 2023December 31, 2022September 30,
2023		December 31, 2022September 30, 2023December 31, 2022September 30, 2023December 31, 2022
Derivative Assets        
Foreign currency forward contracts$1.5 $2.1 $— $— $1.3 $5.8 $2.8 $7.9 
Total Derivative Assets$1.5 $2.1 $— $— $1.3 $5.8 $2.8 $7.9 
Derivative Liabilities        
Foreign currency forward contracts$(0.5)$(0.8)$— $— $(7.3)$(2.4)$(7.8)$(3.2)
Cross-currency swaps— — (2.5)— — — (2.5)— 
Total Derivative Liabilities(1)
$(0.5)$(0.8)$(2.5)$— $(7.3)$(2.4)$(10.3)$(3.2)
Net Derivatives(2)
$1.0 $1.3 $(2.5)$— $(6.0)$3.4 $(7.5)$4.7 
(1)Excludes €400.0 million of euro-denominated debt that was repaid in February 2023 ($426.0 million equivalent at December 31, 2022), which was designated as a net investment hedge. See Note 13, "Debt and Credit Facilities," for additional details.
(1)
(2)The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification:
 Other Current AssetsOther Current LiabilitiesOther Non-current Liabilities
(In millions)September 30, 2023December 31, 2022September 30, 2023December 31, 2022September 30, 2023December 31, 2022
Gross position$2.8 $7.9 $(7.8)$(3.2)$(2.5)$— 
Impact of master netting agreements(1.0)(1.1)1.0 1.1 — — 
Net amounts recognized on the Condensed Consolidated Balance Sheets$1.8 $6.8 $(6.8)$(2.1)$(2.5)$— 

Excludes €400.0 million of euro-denominated debt ($467.9 million equivalent at September 30, 2017 and $416.7 million equivalent at December 31, 2016), designated as a net investment hedge.
(2)
Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2016, $(1.4) million related to foreign currency forward contracts were reclassified to liabilities held for sale and $23.9 million related to interest rate and currency swaps were reclassified to assets held for sale. These financial instruments have been classified as Level 2 Inputs. Refer to Note 12 “Fair Value Measurements and Other Financial Instruments” for discussion of the inputs and valuation techniques used.
(3)
The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification:
30

 Other Current Assets Other Current Liabilities Other Non-current Assets Other Non-current Liabilities
(In millions)September 30,
2017		 December 31, 2016 September 30,
2017		 December 31, 2016 September 30,
2017		 December 31, 2016 September 30,
2017		 December 31, 2016
Gross position$3.5
 $22.6
 $(14.2) $(11.6) $—
 $17.6
 $—
 $(5.3)
Reclassified to held for sale(1)
—
 (7.3) —
 2.3
 —
 (17.6) —
 —
Impact of master netting agreements(0.1) (0.2) 0.1
 0.2
 —
 —
 —
 —
Net amounts recognized on the Condensed Consolidated Balance Sheet$3.4
 $15.1
 $(14.1) $(9.1) $—
 $—
 $—
 $(5.3)
(1)
Amounts related to Diversey have been classified as held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2016.



The following table details the effect of our derivative instruments on our Condensed Consolidated Statements of Operations.
Amount of Gain (Loss) Recognized in
Earnings on Derivatives
Location of Gain (Loss) Recognized onThree Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)Condensed Consolidated Statements of Operations2023202220232022
Derivatives designated as hedging instruments:    
Cash Flow Hedges:    
Foreign currency forward contractsCost of sales$1.0 $3.1 $2.9 $7.4 
Treasury locksInterest expense, net— — 0.1 0.1 
Sub-total cash flow hedges1.0 3.1 3.0 7.5 
Derivatives not designated as hedging instruments:    
Foreign currency forward contractsOther expense, net(1.1)1.7 5.6 3.8 
Total$(0.1)$4.8 $8.6 $11.3 

  
Amount of Gain (Loss) Recognized in
Earnings on Derivatives
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Derivatives designated as hedging instruments:  
  
  
  
Cash Flow Hedges:  
  
  
  
Foreign currency forward contracts(1)(4)
 $(0.1) $(1.1) $1.8
 $(0.9)
Interest rate and currency swaps(2)(4)
 (2.3) (0.4) (3.4) (24.6)
Treasury locks(3)
 —
 —
 0.1
 0.1
Sub-total cash flow hedges (2.4) (1.5) (1.5) (25.4)
Fair Value Hedges:  
  
  
  
Interest rate swaps 0.2
 0.2
 0.4
 0.4
Derivatives not designated as hedging instruments:  
  
  
  
Foreign currency forward contracts(4)
 (13.9) (6.0) (8.3) (24.7)
Total $(16.1) $(7.3) $(9.4) $(49.7)
(1)
Amounts recognized on the foreign currency forward contracts were included in cost of sales during the three and nine months ended September 30, 2017 and 2016.
(2)
Amounts recognized on the interest rate and currency swaps for the three months ended September 30, 2017 and 2016, included a $2.0 million loss and a $1.2 million gain, respectively, which is included in other (expense) income, net and interest (expense) income of $(0.4) million and $(1.5) million, respectively, related to the hedge of the interest payments. Amounts recognized on the interest rate and currency swaps for the nine months ended September 30, 2017 and 2016, included a $1.0 million loss and a $20.5 million loss, respectively, which is included in other (expense) income, net and interest (expense) income of $(2.5) million and $(4.0) million, respectively, related to the hedge of the interest payments.
(3)
Amounts recognized on the treasury locks were included in interest expense which is related to amortization of terminated interest rate swaps.
(4)
Amounts related to Diversey have been reclassified to earnings from discontinued operations before income tax provision on the Condensed Consolidated Statement of Operations. For the three months ended September 30, 2017 and 2016 there was $0.1 million and $3.5 million reclassified, respectively. For the nine months ended September 30, 2017 and September 30, 2016 there was $3.7 million and $(17.8) million reclassified, respectively.

Note 1215 Fair Value Measurements, Equity Investments and Other Financial Instruments
Fair Value Measurements
In determining fairFair value of financial instruments, we utilize valuation techniquesrepresents the price that maximize the use of observable inputs and minimize the use of unobservable inputswould be received to the extent possible and consider counterparty credit risk in our assessment of fair value. We determine fair value of our financial instruments based on assumptions that market participants would use in pricingsell an asset or paid to transfer a liability in an orderly transaction between market participants at the principal or most advantageous market. When considering market participant assumptions in fair value measurements,measurement date. There are three levels to the following fair value hierarchy distinguishes betweenas follows:
Level 1 - observable and unobservable inputs which are categorized in one of the following levels:
Level 1 Inputs: Unadjustedthat reflect quoted prices in active markets(unadjusted) for identical assets or liabilities accessible to the reporting entity at the measurement date.
in active markets
Level 2 Inputs: Other - 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.
indirectly; and
Level 3 Inputs: Unobservable - 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,or no market activity fordata, which may require the asset or liability at measurement date.
reporting entity to develop its own assumptions.


The following table detailsfair value, measured on a recurring basis, of our financial instruments, using the fair value hierarchy of our financial instruments:under U.S. GAAP, are included in the table below.
 September 30, 2023
(In millions)Total Fair ValueLevel 1Level 2Level 3
Cash equivalents$33.5 $33.5 $— $— 
Derivative financial and hedging instruments net liability:    
Foreign currency forward contracts$(5.0)$— $(5.0)$— 
Cross-currency swaps$(2.5)$— $(2.5)$— 
 December 31, 2022
(In millions)Total Fair ValueLevel 1Level 2Level 3
Cash equivalents$122.5 $122.5 $— $— 
Derivative financial and hedging instruments net asset:
Foreign currency forward contracts$4.7 $— $4.7 $— 
31

  September 30, 2017
(In millions) Total Fair Value Level 1 Level 2 Level 3
Cash equivalents $771.4
 $771.4
 $—
 $—
Compensating balance deposits $27.2
 $27.2
 $—
 $—
Derivative financial and hedging instruments net asset (liability):  
  
  
  
Foreign currency forward contracts and options $(10.7) $—
 $(10.7) $—
  December 31, 2016
(In millions) Total Fair Value Level 1 Level 2 Level 3
Cash equivalents $71.3
 $71.3
 $—
 $—
Compensating balance deposits $52.9
 $52.9
 $—
 $—
Derivative financial and hedging instruments net asset (liability):        
Foreign currency forward contracts $4.7
 $—
 $4.7
 $—
Interest rate and currency swaps $23.9
 $—
 $23.9
 $—
Cross-currency swaps $(5.3) $—
 $(5.3) $—
Cash Equivalents
equivalents-Our cash equivalents at September 30, 2017 and December 31, 2016 consisted of bank time deposits (Level 1).deposits. Since these are short-term, highly liquid investments with originalremaining maturities of three3 months or less, at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates. The amount of cash equivalents increased during the third quarter of 2017, primarilyrates and are classified as a result of the cash proceeds received from the sale of Diversey.Level 1 financial instruments.
Compensating Balance Deposits
We have compensating balance deposits related to certain short-term borrowings.  These represent bank certificates of deposits that will mature within the next 3 months.  
Derivative Financial Instruments
financial instruments - Our foreign currency forward contracts, foreign currency options, euro-denominated debt, interest rate and currency swaps and cross-currency swaps are recorded at fair value on our Condensed Consolidated Balance Sheets using a discounted cash flow analysis that incorporates observable market inputs. These market inputs include foreign currency spot and forward rates, and various interest rate curves, and are obtained from pricing data quoted by various banks, third partythird-party sources and foreign currency dealers involving identical or comparable instruments. Such financial instruments (Level 2).are classified as Level 2.
Counterparties to these foreign currency forward contracts have at least an investment grade rating. Credit ratings on some of our counterparties may change during the term of our financial instruments. We closely monitor our counterparties’ credit ratings and, if necessary, will make any appropriate changes to our financial instruments. The fair value generally reflects the estimated amounts that we would receive or pay to terminate the contracts at the reporting date.
Foreign currency forward contracts are included in Prepaid expenses and other current assets and Other current liabilities on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022.
Equity Investments
SEE maintains equity investments in companies which are accounted for under the measurement alternative described in ASC 321-10-35-2 ("ASC 321") for equity investments that do not have readily determinable fair values. We do not exercise significant influence over these companies. The following carrying value of these investments were included within Other non-current assets in our Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022:
(In millions)September 30, 2023December 31, 2022
Carrying value at the beginning of period$13.3 $45.8 
Purchases— — 
Impairments or downward adjustments— (31.6)
Upward adjustments— — 
Currency translation on investments(0.1)(0.9)
Carrying value at the end of period$13.2 $13.3 
We hold an equity investment in an investee that was valued at $31.6 million as of December 31, 2021. The investment is accounted for under the measurement alternative in accordance with ASC 321. It is made up of cash investments of $7.5 million and $9.0 million made in 2018 and 2021, respectively, and an upward fair value adjustment of $15.1 million, which was recorded in the fourth quarter of 2020 based on the valuation of additional equity issued by the investee that was deemed to be an observable transaction of a similar investment under ASC 321. During the first quarter of 2022, we recorded a $15.5 million impairment on the equity investment arising from the announced termination of a planned merger between the investee and a special purpose acquisition company ("SPAC") due to unfavorable capital market conditions. This impairment loss was recorded within Other expense, net on the Condensed Consolidated Statements of Operations. In connection with our second quarter 2022 review of the investee's financial performance, we obtained the investee's latest financial forecast, which showed deterioration across several key operating and liquidity metrics. This was deemed to be a triggering event for potential impairment. Accordingly, we performed a quantitative impairment test as of June 30, 2022 to determine the fair value of the equity investment. Based on discounted cash flow and market participant data as of June 30, 2022, and our projections related to the investee's ability to remain a going concern, we concluded that the fair value of the investment was zero. SEE recorded an impairment loss of $16.1 million equal to the difference between the fair value of the investment as of June 30, 2022 and its carrying value at March 31, 2022. The $16.1 million impairment loss was recorded within Other expense, net on the Condensed Consolidated Statements of Operations during the second quarter of 2022.
As of September 30, 2023, cumulative upward adjustments to our equity investments were $21.7 million and cumulative impairments or downward adjustments were $31.6 million, resulting in net cumulative impairments or downward adjustments of $9.9 million. As of December 31, 2022, cumulative upward adjustments to our equity investments were $21.7 million and there were $31.6 million cumulative impairments or downward adjustments.
Other Financial Instruments
32

The following financial instruments are recorded at fair value or at amounts that approximate fair value: (1) trade receivables, net, (2) certain other current assets, (3) accounts payable and (4) other current liabilities. The carrying amounts reported on our Condensed Consolidated Balance Sheets for the above financial instruments closely approximate their fair value due to the short-term nature of these assets and liabilities.


Other liabilities that are recorded at carrying value on our Condensed Consolidated Balance Sheets include our credit facilities and senior notes, except for our euro-denominated debt as discussed above.notes. We utilize a market approach to calculate the fair value of our senior notes. Due to their limited investor base and the face value of some of our senior notes, they may not be actively traded on the date we calculate their fair value. Therefore, we may utilize prices and other relevant information generated by market transactions involving similar securities, reflecting U.S. Treasury yields to calculate the yield to maturity and the price on some of our senior notes. These inputs are provided by an independent third party and are considered to be Level 2 inputs.
We derive our fair value estimates of our various other debt instruments by evaluating the nature and terms of each instrument, considering prevailing economic and market conditions, and examining the cost of similar debt offered at the balance sheet date. We also incorporated our credit default swap rates and currency specific swap rates in the valuation of each debt instrument, as applicable.
These estimates are subjective and involve uncertainties and matters of significant judgment, and therefore we cannot determine them with precision. Changes in assumptions could significantly affect our estimates.
The table below shows the carrying amounts and estimated fair values of our total debt:debt, excluding our lease liabilities.
  September 30, 2017 December 31, 2016
(In millions) Carrying Amount Fair
Value		 Carrying Amount Fair
Value
Term Loan A Facility due July 2017 $—
 $—
 $249.9
 $249.9
Term Loan A Facility due July 2019(1)
 222.2
 222.2
 1,067.8
 1,067.8
6.50% Senior Notes due December 2020 423.4
 473.1
 423.1
 477.3
4.875% Senior Notes due December 2022 420.2
 452.1
 419.6
 437.6
5.25% Senior Notes due April 2023 420.2
 456.9
 419.7
 441.1
4.50% Senior Notes due September 2023(1)
 467.9
 534.2
 416.7
 453.4
5.125% Senior Notes due December 2024 420.6
 456.3
 420.2
 437.3
5.50% Senior Notes due September 2025 396.6
 438.6
 396.4
 418.8
6.875% Senior Notes due July 2033 445.4
 525.7
 445.3
 462.7
Other foreign loans(1)
 44.2
 44.8
 78.9
 79.2
Other domestic loans 44.7
 44.7
 21.4
 21.3
Total debt $3,305.4
 $3,648.6
 $4,359.0
 $4,546.4
Less amounts included as liabilities held for sale —
 —
 216.4
 216.4
Total debt from continuing operations $3,305.4
 $3,648.6
 $4,142.6
 $4,330.0
 September 30, 2023December 31, 2022
(In millions)Interest rateCarrying AmountFair ValueCarrying AmountFair Value
Term Loan A due March 2027(1)
$1,147.9 $1,147.9 $506.6 $506.6 
Senior Notes due September 2023(1)
4.500 %— — 426.0 427.3 
Senior Notes due December 20245.125 %424.1 418.0 423.5 419.7 
Senior Notes due September 20255.500 %399.0 391.8 398.7 398.6 
Senior Secured Notes due October 20261.573 %596.7 522.3 596.0 521.7 
Senior Notes due December 20274.000 %422.4 379.6 421.9 386.6 
Senior Notes due February 20286.125 %764.2 749.2 — — 
Senior Notes due April 20295.000 %421.6 381.9 421.2 400.2 
Senior Notes due July 20336.875 %446.6 436.4 446.4 448.8 
Other foreign borrowings(1)
86.6 86.6 6.6 6.6 
Other domestic borrowings132.5 131.9 7.9 7.9 
Total debt(2)
$4,841.6 $4,645.6 $3,654.8 $3,524.0 
(1)
Includes borrowings denominated in currencies other than U.S. dollars.

(1)Includes borrowings denominated in currencies other than U.S. dollars.
In addition to the table above, the Company remeasures amounts related to contingent consideration liabilities related to acquisitions(2)The carrying amount and certain equity compensation, that were carried atestimated fair value on a recurring basis in the Condensed Consolidated Financial Statements or for which a fair value measurement was required. Refer to Note 3 “Divestitures and Acquisitions” of the 2016 Annual Form 10-K for information regarding contingent consideration and Note 16 “Stockholders’ Equity” of the Notes to Condensed Consolidated Financial Statements for share based compensation. debt exclude lease liabilities.
Included among our non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis are inventories, net property and equipment, net, goodwill, intangible assets and asset retirement obligations.
Credit and Market Risk
33
Financial instruments, including derivatives, expose us to counterparty credit risk for nonperformance and to market risk related to changes in interest or currency exchange rates. We manage our exposure to counterparty credit risk through specific minimum credit standards, establishing credit limits, diversification of counterparties, and procedures to monitor concentrations of credit risk.
We do not expect any of our counterparties in derivative transactions to fail to perform as it is our policy to have counterparties to these contracts that have at least an investment grade rating. Nevertheless, there is a risk that our exposure to losses arising out of derivative contracts could be material if the counterparties to these agreements fail to perform their obligations. We will replace counterparties if a credit downgrade is deemed to increase our risk to unacceptable levels.



We regularly monitor the impact of market risk on the fair value and cash flows of our derivative and other financial instruments considering reasonably possible changes in interest and currency exchange rates and restrict the use of derivative financial instruments to hedging activities. We do not use derivative financial instruments for trading or other speculative purposes and do not use leveraged derivative financial instruments.
We continually monitor the creditworthiness of our diverse base of customers to which we grant credit terms in the normal course of business and generally do not require collateral. We consider the concentrations of credit risk associated with our trade accounts receivable to be commercially reasonable and believe that such concentrations do not leave us vulnerable to significant risks of near-term severe adverse impacts. The terms and conditions of our credit sales are designed to mitigate concentrations of credit risk with any single customer. Our sales are not materially dependent on a single customer or a small group of customers.
Note 1316 Defined Benefit Pension Plans and Other Post-Employment Benefit Plans
The following table showstables show the components of our net periodic benefit cost (income) for our defined benefit pension plans for the three and nine months ended September 30, 20172023 and 2016:2022:
Three Months Ended
September 30, 2023		Three Months Ended
September 30, 2022
(In millions)U.S.InternationalTotalU.S.InternationalTotal
Components of net periodic benefit cost (income):
Service cost$0.1 $0.8 $0.9 $0.1 $1.1 $1.2 
Interest cost1.8 5.2 7.0 1.0 2.9 3.9 
Expected return on plan assets(1.8)(5.3)(7.1)(2.2)(5.0)(7.2)
Amortization of net prior service cost— 0.1 0.1 — 0.1 0.1 
Amortization of net actuarial loss0.4 0.8 1.2 0.5 1.0 1.5 
Net periodic cost (income)0.5 1.6 2.1 (0.6)0.1 (0.5)
Settlement cost (credit)— — — — — — 
Total benefit cost (income)$0.5 $1.6 $2.1 $(0.6)$0.1 $(0.5)

  Three Months Ended
September 30, 2017		 Three Months Ended
September 30, 2016
(In millions) U.S. International Total U.S. International Total
Components of net periodic benefit cost or (income):            
Service cost $—
 $2.1
 $2.1
 $0.2
 $2.4
 $2.6
Interest cost 1.6
 5.8
 7.4
 2.0
 6.4
 8.4
Expected return on plan assets (2.4) (10.6) (13.0) (2.5) (9.1) (11.6)
Amortization of net prior service cost —
 (0.1) (0.1) —
 0.1
 0.1
Amortization of net actuarial loss 0.2
 2.6
 2.8
 0.7
 2.3
 3.0
Net periodic benefit (income) cost (0.6) (0.2) (0.8) 0.4
 2.1
 2.5
Cost of settlement/curtailment 0.4
 0.9
 1.3
 —
 0.3
 0.3
Total benefit (income) cost $(0.2) $0.7
 $0.5
 $0.4
 $2.4
 $2.8

Nine Months Ended
September 30, 2023		Nine Months Ended
September 30, 2022
(In millions)U.S.InternationalTotalU.S.InternationalTotal
Components of net periodic benefit cost (income):
Service cost$0.1 $2.4 $2.5 $0.1 $3.4 $3.5 
Interest cost5.4 15.6 21.0 3.1 8.9 12.0 
Expected return on plan assets(5.4)(15.9)(21.3)(6.7)(15.0)(21.7)
Amortization of net prior service cost— 0.2 0.2 — 0.2 0.2 
Amortization of net actuarial loss1.2 2.4 3.6 1.3 2.9 4.2 
Net periodic cost (income)1.3 4.7 6.0 (2.2)0.4 (1.8)
Settlement cost (credit)— 0.1 0.1 — (0.1)(0.1)
Total benefit cost (income)$1.3 $4.8 $6.1 $(2.2)$0.3 $(1.9)
  Nine Months Ended
September 30, 2017		 Nine Months Ended
September 30, 2016
(In millions) U.S. International Total U.S. International Total
Components of net periodic benefit cost (income):            
Service cost $0.1
 $6.0
 $6.1
 $0.4
 $7.4
 $7.8
Interest cost 5.1
 16.4
 21.5
 5.8
 19.3
 25.1
Expected return on plan assets (7.3) (30.9) (38.2) (7.5) (27.2) (34.7)
Amortization of net prior service cost —
 (0.2) (0.2) —
 0.2
 0.2
Amortization of net actuarial loss 0.6
 7.8
 8.4
 1.7
 6.7
 8.4
Net periodic benefit (income) cost (1.5) (0.9) (2.4) 0.4
 6.4
 6.8
Cost of settlement/curtailment 1.2
 1.4
 2.6
 —
 0.1
 0.1
Total benefit (income) cost $(0.3) $0.5
 $0.2
 $0.4
 $6.5
 $6.9

The following table shows the components of our net periodic benefit cost for our other employeepost-employment benefit plans for the three and nine months ended September 30, 20172023 and 2016:2022:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Components of net periodic benefit cost:
Interest cost$0.4 $0.2 $1.2 $0.6 
Amortization of net prior service credit(0.1)— (0.2)(0.2)
Amortization of net actuarial gain— (0.1)(0.1)(0.1)
Net periodic benefit cost$0.3 $0.1 $0.9 $0.3 
Note 17 Income Taxes



  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Components of net periodic benefit cost or (income):        
Service costs $—
 $0.1
 $0.1
 $0.2
Interest cost 0.4
 0.5
 1.3
 1.4
Amortization of net prior service cost (0.3) (0.5) (1.1) (1.2)
Amortization of net actuarial loss —
 —
 (0.1) —
Net periodic benefit cost 0.1
 0.1
 0.2
 0.4
Income of settlement/curtailment (13.5) —
 (13.5) —
Total benefit (income) cost $(13.4) $0.1
 $(13.3) $0.4

U.S. Legislation
The net periodic costs disclosed in the tables above include the plans of Diversey which are included in assetsInflation Reduction Act ("IRA") was signed into law on August 16, 2022. The IRA includes climate and liabilities held for sale on the Condensed Consolidated Balance Sheet.energy provisions and introduces a 15% corporate alternative minimum tax, among other items. The amountsenactment of the costs disclosed above chargedIRA did not result in any adjustments to discontinued operations approximately were as follows:our income tax provision for the three and nine months ended September 30, 2023.
34
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Defined benefit pension plans $(0.1) $1.2
 $(0.5) $3.6
Other employee benefit plans 0.1
 0.1
 0.1
 0.1
Total expense (income) included in discontinued operations $—
 $1.3
 $(0.4) $3.7


The weighted average expected long-term rate of return on plan assets used to determine the net periodic benefit cost as of December 31, 2016 was 6.7% for U.S. plans and 4.5% for our international plans. After the sale of Diversey in the third quarter of 2017 and transfer of certain related pension plans, the updated weighted average expected long-term rate of return on plan assets used to determine the net periodic benefit cost is 6.7% for U.S. plans and 5.0% for our international plans.

Note 14 Income Taxes
Effective Income Tax Rate and Income Tax Provision

For interim tax reporting, we estimate one singleannual effective tax rate for tax jurisdictions not subject to a valuation allowance which is appliedand apply that rate to the year-to-date ordinary income/(loss). Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.
Compared to the U.S. statutory rate of 21.0%, state income taxes, foreign earnings subject to higher tax rates and non-deductible expenses increase the Company's effective income tax rate, whereas research and development credits decrease the Company's effective tax rate.
Our effective income tax rate was 26.1% and 31.7% for the three months ended September 30, 2017 was 41.2% and for the nine months ended September 30, 2017 was 86.2%. Our year2023, respectively. In addition to date effective incomethe above referenced items, the three and nine-month periods were unfavorably impactedby accruals for uncertain tax rate is higher than our calculated interim rate primarily as a result of planned distributions of earnings which had previously been determined to be indefinitely reinvested in operations outsidepositions and favorably impacted by the United States. Our change in assertion for these investments is related to distributions in anticipation of the sale of Diversey.benefit associated with excess foreign tax credits.
Our effective income tax rate was 27.9% for the three months ended September 30, 2016 was 45.9% and for the nine months ended September 30, 20162022. In addition to the above referenced items, the three-month period was 46.9%.unfavorably impactedby accruals for uncertain tax positions and enacted state law changes. The effectivenine-month period was favorably impacted by share priceaccretion in equity compensation, and unfavorably impactedby accruals for uncertain tax ratepositions, nonrecurring intercompany dividend distributions and enacted state law changes.
There was no significant change in our valuation allowance for the three and nine months ended September 30, 2016 was higher than our calculated interim rate because2023 and 2022.
Net increases in unrecognized tax positions of an increase in valuation allowance against foreign$3.7 million and $15.0 million for the three and nine months ended September 30, 2023, respectively, and $3.8 million and $12.7 million for the three and nine months ended September 30, 2022, respectively, were primarily related to interest accruals on existing uncertain tax creditspositions. We are not currently able to reasonably estimate the amount by which the liability for unrecognized tax positions may increase or decrease as a result of future tax controversy developments or resolution. Interest and penalties on tax assessments are included in Income tax provision on our Condensed Consolidated Statements of Operations.
The IRS completed its field examination of the U.S. federal income tax returns for the 2011-2014 tax years in the third quarter of 2020. As previously disclosed, the IRS has proposed to disallow, for the 2014 taxable year, the entirety of the deduction of the approximately $1.49 billion settlement payment made pursuant to the Settlement agreement (as defined in Note 18, “Commitments and Contingencies”) and the resulting reduction of our U.S. federal tax liability by approximately $525 million. The proposed disallowance is being reviewed by the IRS Independent Office of Appeals (“Appeals”). Although we believe we have meritorious defenses to the proposed disallowance, we have reached a tentative agreement to settle this matter with the IRS, which is subject to further review, approval and execution of a definitive agreement by both parties. There can be no assurance that a definitive agreement will be executed and we cannot predict the outcome of this matter or when it will be concluded. We have revised our uncertain tax position to reflect the tentative agreement. On April 20, 2023, we deposited $175 million with the IRS based on an estimate of the federal tax and interest anticipated to be due associated with the tentative agreement and during the second quarter of 2023, the Company expectedrecorded an asset of $175 million in Advances and deposits on the Condensed Consolidated Balance Sheets. Our final settlement amount could differ from the $175 million deposited. Future developments in this matter could have a material impact on the Company's uncertain tax position balances and results of operations, including cash flows, within the next twelve months.
There is no outstanding liability with respect to expire before utilization.the one-time mandatory tax on previously deferred foreign earnings of foreign subsidiaries provision associated with the Tax Cuts and Jobs Act of 2017.
Note 1518 Commitments and Contingencies
Settlement Agreement Tax Deduction
On March 31, 1998, the Company completed a multi-step transaction (the “Cryovac transaction”) involving W.R. Grace & Co. (“Grace”) which brought the Cryovac Transaction Commitmentspackaging business and Contingenciesthe former Sealed Air’s business under the common ownership of the Company. As part of that transaction, Grace and its subsidiaries retained all liabilities arising out of their operations before the Cryovac transaction (including asbestos-related liabilities), other than liabilities relating to Cryovac’s operations, and agreed to indemnify the Company with respect to such retained liabilities. Beginning in 2000, we were served with a number of lawsuits alleging that the Cryovac transaction was a fraudulent transfer or gave rise to successor liability or both, and that, as a result, we were responsible for alleged asbestos liabilities of Grace and its subsidiaries. On April 2, 2001, Grace and a number of its subsidiaries filed petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
Refer to Part II, Item 8, Note 17, “Commitments and Contingencies” to our audited Financial Statements included in our Annual Report on Form 10-K
35

for the fiscal year ended December 31, 2016District of Delaware (the “Bankruptcy Court”). In connection with Grace’s Chapter 11 case, the Bankruptcy Court granted the official committees appointed to represent asbestos claimants in Grace’s Chapter 11 case (the “Committees”) permission to pursue against the Company and its subsidiary Cryovac, Inc. fraudulent transfer, successor liability, and other claims based upon the Cryovac transaction. In November 2002, we reached an agreement in principle with the Committees to resolve all current and future asbestos-related claims made against us and our affiliates, as well as indemnification claims by Fresenius Medical Care Holdings, Inc. and affiliated companies, in each case, in connection with the Cryovac transaction. A definitive settlement agreement was entered into in 2003 and approved by the Bankruptcy Court in 2005 (such agreement, the "Settlement agreement"). The Settlement agreement was subsequently incorporated into the plan of reorganization for a description ofGrace (the "Plan") and the Plan was confirmed by the Bankruptcy Court in 2011 and the U.S. District Court in 2012.
On February 3, 2014 (the “Effective Date”), the Plan implementing the Settlement agreement (as defined therein). As discussed withinbecame effective with Grace emerging from bankruptcy and the Material Commitmentsinjunctions and Contingencies sectionreleases provided by the Plan becoming effective. On the Effective Date, the Company’s subsidiary, Cryovac, Inc., made the payments contemplated by the Settlement agreement, consisting of Part II, Item 7, Management's Discussionaggregate cash payments in the amount of $929.7 million to the WRG Asbestos PI Trust (the “PI Trust”) and Analysis, we increasedthe WRG Asbestos PD Trust (the “PD Trust”) and the transfer of 18 million shares of Sealed Air common stock (the “Settlement Shares”) to the PI Trust, in each case, reflecting adjustments made in accordance with the Settlement agreement.
The IRS completed its field examination of our unrecognizedU.S. federal income tax benefits by $104.0 million in 2015,returns for the recordingyears 2011 through 2014 in the third quarter of a reserve related2020. As previously disclosed, the IRS has proposed to disallow for the 2014 taxable year the entirety of the deduction of the approximately $1.49 billion settlement payments made pursuant to the Settlement payment.agreement and the resulting reduction of our U.S. federal tax liability by approximately $525 million. The proposed disallowance is being reviewed by the IRS Independent Office of Appeals (“Appeals”). Although we believe we have meritorious defenses to the dispositionproposed disallowance, we have reached a tentative agreement to settle this matter with the IRS, which is subject to further review, approval and execution of a definitive agreement by both parties. There can be no assurance that a definitive agreement will be executed and we cannot predict the outcome of this matter has not changed,or when it will be concluded. We have revised our uncertain tax position to reflect the tentative agreement. On April 20, 2023, we deposited $175 million with the IRS based on an estimate of the federal tax and interest anticipated to be due associated with the tentative agreement and during the second quarter of 2023, the Company believes it has validrecorded an asset of $175 million in Advances and deposits on the Condensed Consolidated Balance Sheets. Our final settlement amount could differ from the $175 million deposited. Future developments in this matter could have a material impact on the Company's uncertain tax position balances and results of operations, including cash flows, within the next twelve months.

Securities Class Action

defenses, and strong argumentsOn November 1, 2019, purported Company stockholder UA Local 13 & Employers Group Insurance Fund filed a putative class action complaint in the United States District Court for the validitySouthern District of New York against the Company and certain of its current and former officers. On June 4, 2020, the complaint was amended to remove all individual defendants other than the Company’s former CFO and to add a plaintiff, and on July 13, 2020, the complaint was further amended to identify a total of four plaintiffs. The complaint alleged violations of Sections 10(b) and 20(a) of the deductions,Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10b-5 thereunder based on allegedly false and misleading statements and omissions concerning the ultimate outcomeCompany’s hiring of negotiations may affectErnst & Young LLP as its independent auditors and concerning the utilizationCompany's corporate policies and procedures. The plaintiffs sought to represent a class of certain tax attributes and require us to return all or a portionpurchasers of the $235.2Company’s common stock between November 17, 2014 and June 20, 2019. The complaint sought, among other things, unspecified compensatory damages, including interest, and attorneys’ fees and costs. On September 4, 2020, the Company filed a motion to dismiss the complaint, and on June 1, 2021, the court issued a ruling that granted in part and denied in part the motion to dismiss. The Company filed its answer to the complaint on July 15, 2021. On September 9, 2022, the parties signed a settlement agreement including a proposed settlement amount of $12.5 million, refund.and on September 14, 2022, the Court issued an order preliminarily approving such settlement. The settlement was funded by the Company’s insurance carriers. In the third quarter of 2022, the Company recorded a liability of $12.5 million in Other current liabilities and a corresponding $12.5 million insurance receivable in Other receivables on the Condensed Consolidated Balance Sheets. On October 14, 2022, the Company’s insurance carriers funded the $12.5 million settlement via an escrow account established on behalf of the settlement class. On January 20, 2023, the Court certified a settlement class and issued an order granting final approval of the settlement. Accordingly, in the first quarter of 2023, the Company reversed the $12.5 million in Other current liabilities and the corresponding insurance receivable in Other receivables on the Condensed Consolidated Balance Sheets that was recorded in the third quarter of 2022.
Environmental Matters
We are subject to loss contingencies resulting from environmental laws and regulations, and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be
36

reasonably estimated. These accruals are not reduced by potential insurance recoveries, if any. We do not believe that it is reasonably possible that our liability in excess of the amounts that we have accrued for environmental matters will be material to our Condensed Consolidated Balance SheetSheets or StatementStatements of Operations. Environmental liabilities are reassessed whenever circumstances become better defined or remediation efforts and their costs can be better estimated.
We evaluate these liabilities periodically based on available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the methods and extent of remediation and the apportionment of costs among potentially responsible parties. As some of these issues are decided (the outcomes of which are subject to uncertainties) or new sites are assessed and costs can be reasonably estimated, we adjust the recorded accruals, as necessary. We believe that these exposures are not material to our Condensed Consolidated Balance SheetSheets or StatementStatements of Operations. We believe that we have adequately reserved for all probable and estimable environmental exposures.
Guarantees and Indemnification Obligations
We are a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of:
•indemnities in connection with the sale of businesses, primarily related to the sale of Diversey in 2017. 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 Condensed Consolidated Balance Sheet or Statementconsolidated financial position and results of Operations;operations; and
•licenses of intellectual property by us to third parties in which we have agreed to indemnify the licensee against third partythird-party infringement claims.

As of September 30, 2023, the Company has no reason to believe a loss exceeding amounts already recognized would be incurred.
Other Matters
We are also involved in various other legal actions incidental to our business. We believe, after consulting with counsel, that the disposition of these other legal proceedings and matters will not have a material effect on our consolidated financial condition or results of operations including potential impact to cash flows.
Note 1619 Stockholders’ Equity
Repurchase of Common Stock
In July 2015, ourOn August 2, 2021, the Board of Directors authorizedapproved a new share repurchase program of up to $1.5 billion of the Company’s common stock, reflecting its commitment to return value to shareholders. The repurchase$1.0 billion. This current program has no expiration date and replaced all previous authorizations. It does not obligate us to repurchase any specified amount of shares and remains subject to the previouslydiscretion of the Board of Directors. As of September 30, 2023, there was $536.5 million remaining under the current authorized program, which was terminated. Referprogram. Share repurchases made prior to Part II, ItemAugust 2, “Unregistered Sales of Equity Securities and Use of Proceeds” for further information.  This program replaced our prior share repurchase program, approved by our2021 were under previous Board of Directors share repurchase authorizations, specifically the $1.5 billion authorization made in August 2007 authorizing us to repurchaseJuly 2015, the $1.5 billion authorization made in the aggregate up to 20 million shares of our outstanding common stock.
In March 2017, our Boardand the $1.0 billion authorization made in May 2018.
During the three months ended September 30, 2023, no shares were repurchased. During the nine months ended September 30, 2023, we repurchased 1,529,575 shares, for approximately $79.8 million, at an average share price of Directors authorized an increase to the existing share repurchase program by up to an additional $1.5 billion of the Company’s common stock.$52.20.
During the three and nine months ended September 30, 2017,2022, we repurchased 1,661,782614,190 and 5,198,0904,527,887 shares, for approximately $72.4$30.0 million and $227.7$280.1 million, respectively. During the threeat an average share price of $48.81 and nine months ended September 30, 2016, we repurchased 3,545,828 and 4,680,313 shares, for approximately $165.0 million and $217.0 million,$61.86, respectively.
37

These repurchases were made under privately negotiated or open market transactions, in accordanceincluding through plans complying with Rule 10b5-1 of the SecuritiesExchange Act, of 1933, as amended, and pursuant to the share repurchase program previously approvedauthorized by our Board of Directors.
In May 2017, the Company entered into an accelerated share repurchase agreement with a third-party financial institution to repurchase up to $150.0 million of the Company’s common stock. At the conclusion of the program in August, the Company had received a total of 2,914,955 shares and the notional program size was reduced to $129.6 million.  Over the life of the transaction, shares were repurchased at an average price of $44.47 per share.


In September 2017, the Company entered into an accelerated share repurchase agreement with a third-party financial institution to repurchase $400.0 million of the Company’s common stock. Through September 30, 2017, the Company had received a total of 7,368,179 shares under this agreement.
Dividends

On July 7, 2017,February 22, 2023, our Board of Directors declared a quarterly cash dividend of $0.16$0.20 per common share, or $30.3$28.9 million, which was paid on September 15, 2017,March 24, 2023, to stockholders of record at the close of business dayon March 10, 2023.
On May 18, 2023, our Board of Directors declared a quarterly cash dividend of $0.20 per common share, or $28.9 million, which was paid on June 23, 2023, to stockholders of record at the close of business on June 9, 2023.
On August 24, 2023, our Board of Directors declared a quarterly cash dividend of $0.20 per common share, or $28.9 million, which was paid on September 22, 2023, to stockholders of record at the close of business on September 8, 2023.
On October 20, 2023, our Board of Directors declared a quarterly cash dividend of $0.20 per common share, which will be paid on December 15, 2023, to stockholders of record at the close of business on December 1, 2017.2023.
The dividends paid induring the nine months ended September 30, 20172023 were recorded as a reduction to cashCash and cash equivalents and retainedRetained earnings on our Condensed Consolidated Balance Sheets. Our senior secured credit facility and our notesfacilities contain covenants that restrict our ability to declare or pay dividends. However, we do not believe these covenants are likely to materially limit the future payment of quarterly cash dividends on our common stock. From time to time, we may consider other means of returning value to our stockholders based on our Condensed Consolidated StatementStatements of Operations. There is no guarantee that our Board of Directors will declare any furtherfuture dividends.
Share-based Compensation
In 2014, the Board of Directors adopted, and our stockholders approved, the 2014 Omnibus Incentive CompensationPlan (“Omnibus Incentive Plan”). Under the Omnibus Incentive Plan, the maximum number of shares of Common Stock authorized was 4,250,000, plus total shares available to be issued as of May 22, 2014 under the 2002 Directors Stock Plan and the 2005 Contingent Stock Plan (collectively, the “Predecessor Plans”). The Omnibus Incentive Plan replaced the Predecessor Plans and no further awards were granted under the Predecessor Plans. The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units known as PSU awards, other stock awards and cash awards to officers, non-employee directors, key employees, consultants and advisors.
In 2018, the Board of Directors adopted, and our shareholders approved, an amendment and restatement to the Omnibus Incentive Plan. The amendment added 2,199,114 shares of common stock to the share pool previously available under the Omnibus Incentive Plan.
Additionally, in 2021, the Board of Directors adopted, and our shareholders approved, an additional amendment and restatement to the Omnibus Incentive Plan. The amended plan added 2,999,054 shares of common stock to the share pool previously available under the Omnibus Incentive Plan.
We record share-based incentive compensation expense in selling,Selling, general and administrative expenses and costCost of sales on our Condensed Consolidated Statements of Operations withfor both equity-classified and liability-classified awards. We record a corresponding credit to additionalAdditional paid-in capital within stockholders’ equity for equity-classified awards, and to either Other current liabilities or Other non-current liabilities for liability-classified awards based on the fair value of the share-based incentive compensation awards at the date of grant. Total expense for the liability-classified awards continues to be remeasured to fair value at the end of each reporting period. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the program. Forawards. The number of PSUs earned may equal, exceed, or be less than the various Performance Share Unit ("PSU") awards programs described below,targeted number of shares depending on whether the cumulative amount accrued to date is adjusted upperformance criteria are met, surpassed, or down to the extent the expected performance against the targets has improved or worsened.not met.
The table below shows our total share-based incentive compensation expense:
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Total share-based incentive compensation expense (1)(2)
 $16.6
 $16.1
 $41.9
 $48.1
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Total share-based incentive compensation expense(1)
$12.1 $12.7 $32.3 $41.3 
38
(1)
The amounts included

(1)The amounts presented 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 SARs and certain cash-based awards, however, the amounts include the expense related to share based awards that are settled in cash.
(2)
Of the consolidated share-based incentive compensation expense, $4.0 million and $10.2 million for the three and nine months ended September 30, 2017 respectively, and $3.4 million and $9.2 million for the three and nine months ended September 30, 2016, respectively, were allocated to net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations.

During the three months ended September 30, 2017, the vesting conditions of select equity awards were amended which required the Company account for these changes under modification accounting. Expense incurred related to the modification accounting during the three months ended September 30, 2017 was approximately $2.1 million. This expense is included in net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations.
Chief Operating Officer (COO) and Chief Executive Officer-Designate 2017New Hire Equity Awards
On September 5, 2017, the Board elected Edward L. Doheny II, Chief Operating Officer and CEO-Designate and elected him as a Director of the Company effective September 18, 2017. As Chief Operating Officer and CEO-Designate, Mr. Doheny will work on transitioning with Jerome Peribere until December 31, 2017 and will then assume the Chief Executive Officer role effective January 1, 2018. Additionally, on September 5, 2017, the Company entered into an offer letter agreement, effective September 18, 2017, with Mr. Doheny. The Letter Agreement provides that Mr. Doheny will be granted on his start date two new-hire equity awards, one that is time-vesting and the other that is performance-vesting (the “New Hire Awards”).
The time-vesting New Hire Award, for 30,000 shares, requires Mr. Doheny to remain in service with the Company through December 31, 2020. The grant date fair value for this award was $42.89 per share.


The performance-vesting New Hire Award, for 70,000 shares, in addition to the time-vesting requirement noted above, requires that either (i) the Company’s cumulative total stockholder return for 2018-2020 beour U.S. profit sharing contributions made in the top 33%form of its peers (usingour common stock. However, the same peers and methodology under the Company’s performance stock unit (PSU) awards) and the Company’s stock price as of December 31, 2020 equals at least $60.00 per share, or (ii) the Company’s stock price as of December 31, 2020 equals at least $75.00 per share. The Letter Agreement provides that the stock price as of December 31, 2020 for this purpose will be determined using a 30-day arithmetic mean of closing prices. Since the award includes a market condition, compensation expense will be recognized regardless of whether the market condition is satisfied provided that the requisite service has been provided.
The grant date fair value for this award was determined using a Monte Carlo Simulation model that incorporates predictive modeling techniques using Geometric Brownian Motion and Crystal Ball’s random number generation. Other assumptionsamounts include the expected volatility of all companies includedexpense related to share-based awards that are settled in the total shareholder return, valuation modeling of vesting payoff determination featuring both performance goals as noted above, the historical share price returns analysis of all companies included in the total shareholder return and assumes dividends are reinvested. The expected volatility was based on the historical volatility of peer companies for a period of time that approximates the duration between the beginning and the end of the performance period. The risk-free interest rate is based on the Zero-Coupon Treasury STRIP yield curve matching the term from the valuation date to the end of the performance period Compensation expense for the performance-vesting Inducement Award is a fixed amount determined at the grant date fair value and is recognized 100% from the time of the award to the end of the performance period regardless of whether shares are awarded at the end of the award performance period.cash.
The assumptions used to calculate the grant date fair value of the performance-vesting New Hire Award are shown in the following table:
 2017 Performance-vesting New Hire Award
Fair value on grant date$10.63
Expected price volatility25.0%
Risk-free interest rate1.6%
The awards are described in further detail in Mr. Doheny’s Offer Letter filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 7, 2017.
PSUPerformance Share Units (“PSU”) Awards
During the first 90 days of each year, the People and Compensation Committee (formerly the Organization and Compensation (“O&C”Committee, "P&C Committee") Committee of our Board of Directors approves PSU awards for our executive officers and other selected key executives,employees, which include for each officer or executiveparticipant a target number of shares of common stock and the performance goals and measures that will determine the percentage of the target award that is earned following the end of the three-year performance period. Following the end of the performance period, in addition to shares earned, participants will also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. Each PSU is subject to forfeiture if the recipient terminates employment with the Company prior to the end of the three yearsthree-year award performance period for any reason other than death, disability or retirement. In the event of death, disability or retirement, a participant will receive a prorated payment based on such participant’s number of full monthsdays of service during the award performance period, further adjusted based on the achievement of the performance goals during the award performance period. All of these PSUs are classified as equity in the Condensed Consolidated Balance Sheet.Sheets, with the exception of awards that are required by local laws or regulations to be settled in cash. These are classified as either Other current liabilities or Other non-current liabilities in the Condensed Consolidated Balance Sheets.
20172023 Three-year PSU Awards
In March 2017,During the Ofirst quarter of 2023, the P&C Committee approved awards with a three-year performance period beginning January 1, 2017 to2023 and ending December 31, 20192025 for certain executives.executive officers and other selected employees. The OP&C Committee established principal performance goals, which are (i) three-year cumulative average growth rate (“CAGR”) of consolidated Adjusted EBITDA weighted at 50%, and (ii) Return on Invested Capital (“ROIC”) weighted at 50%. Calculation of final achievement on each performance metric is subject to an upward or downward adjustment of up to 25% of the overall combined achievement percentage, based on the results of a relative total shareholder return (TSR)(“TSR”) modifier. The comparator group for the relative TSR modifier is S&P 500 component companies as of the beginning of the performance period. Shareholder return in the top quartile of the comparator group increases overall achievement of performance metrics by 25%, while shareholder return in the bottom quartile of the comparator group decreases overall achievement of the performance metrics by 25%. The total number of shares to be issued for these awards, including the modifier, can range from zero to 250% of the target number of shares.
The target number of PSUs granted and the grant date fair value of the PSUs are shown in the following table:
 Adjusted EBITDA CAGRROIC
February 21, 2023 grant date
Number of units granted93,343 93,343 
Fair value on grant date (per unit)$48.46 $48.46 
March 1, 2023 grant date
Number of units granted22,963 22,963 
Fair value on grant date (per unit)$49.05 $49.05 
The assumptions used to calculate the grant date fair value of the PSUs are shown in the following table:
 February 21, 2023
grant date		March 1, 2023
grant date
Expected price volatility32.9 %31.7 %
Risk-free interest rate4.4 %4.6 %
2023 Five-year ESG Awards

During the first quarter of 2023, the P&C Committee approved awards with a five-year performance period beginning January 1, 2023 and ending December 31, 2027 for certain of our executive officers. The P&C Committee established performance goals, which are aligned with the Company's environmental, social, and governance ("ESG") commitments. A total of 75% of the target awards are weighted at 34%,towards sustainability goals, including increased recycled and/or renewable content offerings and reductions in greenhouse gas intensity. The remaining 25% of the target awards are weighted towards social goals, including global gender representation, and belonging and inclusion. Calculation of final achievement on the
39

awards is subject to upward adjustments in the event that (i) specified levels of SEE Automation and prismiqTM sales are realized and/or (ii) 2019 consolidated adjusted EBITDA margin weighted at 33%, and (iii) Net Sales Compound Average Growth Rate in 2019 based on 2016 Net Sales weighted at 33%.the target performance level for all goals is met. The total number of shares to be issued for these awards can range from zero to 200%187.5% of the target number of shares.shares, inclusive of upward adjustments.

During the second quarter of 2023, ESG awards were granted to one additional executive officer. The performance period and performance goals are identical to those described above.
For the three and nine months ended September 30, 2023, we recognized share-based compensation expense associated with the ESG awards of $1.1 million and $3.3 million, respectively. This expense is included within Cost of sales and Selling, general and administrative expenses on our Condensed Consolidated Statements of Operations.

The target number of PSUs granted and the grant date fair value of the PSUs are shown in the following table:
 Environmental GoalsSocial
Goals
February 21, 2023 grant date
Number of units granted204,172 78,528 
Fair value on grant date (per unit)$48.55 $48.55 
April 18, 2023 grant date
Number of units granted20,811 8,005 
Fair value on grant date (per unit)$46.85 $46.85 


  TSR Net Sales CAGR Adjusted EBITDA
Number of units granted 100,958
 99,522
 99,522
Fair value on grant date(1)
 $46.07
 $45.36
 $45.36
(1)
Certain grants of the 2017 Three-year PSU awards were modified during the second quarter of 2017. The impact to our total share-based incentive compensation expense and Condensed Consolidated Statement of Operations is not material.

The assumptions used to calculate the grant date fair value of the PSUs based on TSR are shown in the following table:
TSR portion of the 2017 PSU Award
Expected price volatility25.0%
Risk-free interest rate1.6%
20142020 Three-year PSU Awards
In February 2017,2023, the OP&C Committee reviewed the performance results for the 2014-20162020-2022 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA marginsCAGR, ROIC, and the Company's TSR ranking relative TSR.to a group of peer companies. Based on overall performance for 2014-20162020-2022 PSUs, these awards paid out at 196%172.4% of target or 636,723457,461 units. Of this, 183,654 units were withheld to cover employee tax withholding and 914 units were designated as cash-settled awards, resulting in net share issuances of 272,893.
2014 Special PSU Awards
40
In February 2017, the O&C Committee reviewed the performance results for the first tranche of the 2014 Special PSUs. The performance goal for the Special PSUs was based on Adjusted Free Cash Flow with potential cancellation or reduction based on 2016 Adjusted EPS and relative TSR. The overall performance for Special PSUs was above maximum achievement levels and as a result these awards paid out at 200% of target or 749,653 share-settled units. The remaining 50% of the award will be issued in the first quarter of 2018 contingent on the final performance goal of working capital as a percentage of 2017 Net Trade Sales.




Note 1720 Accumulated Other Comprehensive Income (Loss)Loss
The following table provides details of comprehensive income (loss) for the nine months ended September 30, 20172023 and 2016:
(In millions) 
Unrecognized
Pension Items
 
Cumulative
Translation
Adjustment
 
Unrecognized Gains
(Losses) on
Derivative
Instruments
 for net
investment
 hedge
 
Unrecognized Gains
(Losses) on
Derivative
Instruments
for cash flow hedge
 
Accumulated Other
Comprehensive
Income
(Loss), Net of Taxes
Balance at December 31, 2015 $(266.0) $(564.0) $1.7
 $8.3
 $(820.0)
Other comprehensive income (loss) before reclassifications (3.6) 19.4
 (15.4) (19.4) (19.0)
Less: amounts reclassified from accumulated other comprehensive income (loss) 9.2
 (46.0) —
 16.9
 (19.9)
Net current period other comprehensive income (loss) 5.6
 (26.6) (15.4) (2.5) (38.9)
Balance at September 30, 2016(1)
 $(260.4) $(590.6) $(13.7) $5.8
 $(858.9)
           
Balance at December 31, 2016 $(276.7) $(701.9) $21.0
 $8.5
 $(949.1)
Other comprehensive income (loss) before reclassifications(2)
 175.0
 5.5
 (64.0) (8.7) 107.8
Less: amounts reclassified from accumulated other comprehensive income (loss) 4.9
 —
 —
 0.5
 5.4
Net current period other comprehensive income (loss) 179.9
 5.5
 (64.0) (8.2) 113.2
Balance at September 30, 2017(1)
 $(96.8) $(696.4) $(43.0) $0.3
 $(835.9)
2022: 
(In millions)Unrecognized
Pension Items
Cumulative
Translation
Adjustment(1)
Unrecognized 
(Losses) Gains on Derivative
Instruments for 
net investment
hedge		Unrecognized
Gains on
Derivative
Instruments
for cash flow hedge		Accumulated Other
Comprehensive
Loss, Net of 
Taxes
Balance at December 31, 2022$(126.3)$(837.5)$(18.3)$3.3 $(978.8)
Other comprehensive income (loss) before reclassifications0.4 (16.8)(6.7)0.8 (22.3)
Less: amounts reclassified from accumulated other comprehensive loss2.7 — — (2.1)0.6 
Net current period other comprehensive income (loss)3.1 (16.8)(6.7)(1.3)(21.7)
Balance at September 30, 2023$(123.2)$(854.3)$(25.0)$2.0 $(1,000.5)
Balance at December 31, 2021$(137.5)$(760.5)$(38.3)$2.4 $(933.9)
Other comprehensive income (loss) before reclassifications— (149.0)45.4 10.8 (92.8)
Less: amounts reclassified from accumulated other comprehensive loss3.0 — — (5.8)(2.8)
Net current period other comprehensive income (loss)3.0 (149.0)45.4 5.0 (95.6)
Balance at September 30, 2022$(134.5)$(909.5)$7.1 $7.4 $(1,029.5)
(1)
The ending balance in AOCI includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $(52.2) million as of September 30, 2017 and $(31.4) million as of September 30, 2016.
(2)
Other comprehensive income (loss) before reclassifications for the nine months ended September 30, 2017, included amounts which were written off as part of the sale of Diversey. Included in these amounts were $173.4 million of unrecognized pension items and $454.7 million of cumulative translation adjustments.

(1)Includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $3.2 million and $55.4 million for the nine months ended September 30, 2023 and 2022, respectively.
The following table provides detail of amounts reclassified from accumulated other comprehensive income:


  Three Months Ended
September 30,		 Nine Months Ended
September 30,		  
(In millions) 
2017(1)
 
2016(1)
 
2017(1)
 
2016(1)
 
Location of Amount
Reclassified from AOCI
Defined benefit pension plans and other post-employment benefits:  
  
  
  
  
Prior service costs $0.4
 $0.4
 $1.3
 $1.0
 
(2) 
Actuarial losses (2.8) (3.0) (8.3) (8.4) 
(2) 
Total pre-tax amount (2.4) (2.6) (7.0) (7.4)  
Tax (expense) benefit 1.0
 (3.0) 2.1
 (1.8)  
Net of tax (1.4) (5.6) (4.9) (9.2)  
Reclassification from cumulative translation adjustment:          
Charges related to Venezuelan subsidiaries —
 —
 —
 46.0
 
(5) 
Net gains (losses) on cash flow hedging derivatives:          
Foreign currency forward contracts (0.1) (1.1) 1.8
 (0.9) 
(3)(4)  Other income (expense), net
Interest rate and currency swaps (2.1) (0.2) (3.0) (24.2) 
(3)(4) 
Treasury locks —
 —
 0.1
 0.1
 
(3) Interest expense
Total pre-tax amount (2.2) (1.3) (1.1) (25.0)  
Tax (expense) benefit 0.8
 0.3
 0.6
 8.1
  
Net of tax (1.4) (1.0) (0.5) (16.9)  
Total reclassifications for the period $(2.8) $(6.6) $(5.4) $19.9
  
AOCL:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022Location of Amount
Reclassified from AOCL
Defined benefit pension plans and other post-employment benefits:     
Net settlement (cost) credit$— $— $(0.1)$0.1 
Prior service cost— (0.1)— — 
Actuarial losses(1.2)(1.4)(3.5)(4.1)
Total pre-tax amount(1.2)(1.5)(3.6)(4.0)Other expense, net
Tax benefit0.3 0.4 0.9 1.0 
Net of tax(0.9)(1.1)(2.7)(3.0)
Net gains on cash flow hedging derivatives:(1)
Foreign currency forward contracts1.0 3.1 2.9 7.4 Cost of sales
Treasury locks— — 0.1 0.1 Interest expense, net
Total pre-tax amount1.0 3.1 3.0 7.5 
Tax expense(0.3)(0.8)(0.9)(1.7)
Net of tax0.7 2.3 2.1 5.8  
Total reclassifications for the period$(0.2)$1.2 $(0.6)$2.8  
(1)
Amounts in parenthesis indicate changes to earnings (loss).
(2)
These accumulated other comprehensive components are included in the computation of net periodic benefit costs within cost of sales and selling, general, and administrative expenses on the Condensed Consolidated Statement of Operations.
(3)
These accumulated other comprehensive components are included in our derivative and hedging activities.  See Note 11, “Derivatives and Hedging Activities,” of the Notes to Consolidated Financial Statements for additional details.
(4)
In 2016 and 2017, amounts related to the interest rate and currency swaps will be reclassified to earnings from discontinued operations before income tax provision.
(5)
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.  Refer to the Note 1 "Organization and Basis of Presentation," of the Condensed Consolidated Financial Statement for further details.

(1)These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 14, “Derivatives and Hedging Activities,” for additional details.
41

Note 1821 Other (Expense) Income,Expense, net
The following table provides details of other (expense) income,Other expense, net:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Net foreign exchange transaction loss$(1.3)$(0.2)$(9.8)$(0.9)
Bank fee expense(1.2)(1.4)(4.0)(4.0)
Pension (cost) income other than service costs(2.2)0.7 (6.2)3.3 
Fair value impairment loss on equity investments(1)
— — — (31.6)
Foreign currency exchange loss due to highly inflationary economies(4.9)(2.2)(10.6)(5.9)
Loss on debt redemption and refinancing activities— — (4.9)(11.2)
Other income2.0 1.6 7.5 8.0 
Other expense(2.0)(1.6)(5.0)(5.1)
Other expense, net$(9.6)$(3.1)$(33.0)$(47.4)
(1)See Note 15, "Fair Value Measurements, Equity Investments and Other Financial Instruments," for further details.
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Interest and dividend income $4.9
 $1.7
 $10.3
 $5.3
Net foreign exchange transaction (losses) gains (0.3) 0.9
 (7.8) 5.7
Bank fee expense (1.4) (1.2) (4.6) (3.9)
Net (loss) gain on disposals of business and property and equipment (0.9) 0.2
 1.3
 (2.9)
Other, net (2.3) (1.2) (5.4) (2.8)
Other (expense) income, net $—
 $0.4
 $(6.2) $1.4



Note 1922 Net Earnings Per Common Share
The following table shows the calculation of basic and diluted net earnings per common share under the two-class method:share:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions, except per share amounts)2023202220232022
Basic Net Earnings Per Common Share:
Numerator:
Net earnings$56.6 $134.2 $217.6 $397.3 
Distributed and allocated undistributed net earnings to unvested restricted stockholders— — — — 
Net earnings available to common stockholders$56.6 $134.2 $217.6 $397.3 
Denominator:
Weighted average number of common shares outstanding - basic144.5 145.2 144.3 146.3 
Basic net earnings per common share:
Basic net earnings per common share$0.39 $0.92 $1.51 $2.72 
Diluted Net Earnings Per Common Share:
Numerator:
Net earnings available to common stockholders$56.6 $134.2 $217.6 $397.3 
Denominator:
Weighted average number of common shares outstanding - basic144.5 145.2 144.3 146.3 
Effect of dilutive stock shares and units0.4 1.4 0.5 1.5 
Weighted average number of common shares outstanding - diluted under treasury stock144.9 146.6 144.8 147.8 
Diluted net earnings per common share$0.39 $0.92 $1.50 $2.69 

  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions, except per share amounts) 2017 2016 2017 2016
Basic Net Earnings Per Common Share:        
Numerator        
Net earnings available to common stockholders $787.4
 $163.3
 $848.4
 $315.3
Distributed and allocated undistributed net loss to non-vested restricted stockholders (5.0) (1.2) (5.3) (2.2)
Distributed and allocated undistributed net earnings to common stockholders 782.4
 162.1
 843.1
 313.1
Distributed net (loss) earnings - dividends paid to common stockholders (30.1) (31.3) (91.5) (88.0)
Allocation of undistributed net earnings to common stockholders $752.3
 $130.8
 $751.6
 $225.1
Denominator        
Weighted average number of common shares outstanding - basic 186.9
 194.1
 190.9
 195.0
Basic net earnings per common share:        
Distributed net earnings to common stockholders $0.16
 $0.16
 $0.48
 $0.45
Allocated undistributed net earnings to common stockholders 4.03
 0.68
 3.94
 1.15
Basic net earnings per common share(1)
 $4.19
 $0.84
 $4.42
 $1.60
Diluted Net Earnings Per Common Share:        
Numerator        
Distributed and allocated undistributed net earnings to common stockholders $782.4
 $162.1
 $843.1
 $313.1
Add: Allocated undistributed net earnings to unvested restricted stockholders 4.8
 1.1
 4.8
 1.7
Less: Undistributed net earnings (loss) reallocated to non-vested restricted stockholders (4.8) (1.1) (4.8) (1.7)
Net earnings available to common stockholders - diluted $782.4
 $162.1
 $843.1
 $313.1
Denominator        
Weighted average number of common shares outstanding - basic 186.9
 194.1
 190.9
 195.0
Effect of contingently issuable shares 0.7
 1.0
 0.7
 0.9
Effect of unvested restricted stock units 0.7
 0.9
 0.7
 0.9
Weighted average number of common shares outstanding - diluted under two-class 188.3
 196.0
 192.3
 196.8
Effect of unvested restricted stock - participating security 0.6
 0.7
 0.6
 0.7
Weighted average number of common shares outstanding - diluted under treasury stock 188.9
 196.7
 192.9
 197.5
Diluted net earnings per common share(1)
 $4.15
 $0.83
 $4.37
 $1.59
(1)
For the nine months ended September 30, 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.  Refer to the Condensed Consolidated Statement of Operations for further details.

Note 2023 Subsequent Events

On September 11, 2017, the Company announced that its Product Care Division acquired Fagerdala Singapore Pte Ltd., a manufacturer and fabricator of polyethylene foam. Sealed Air will acquire 100 percent of Fagerdala shares for approximately $100 million in cash. The sale closed October 2, 2017.


Leadership Transition
On October 5, 2017, our23, 2023, SEE announced that the Board of Directors declaredand Edward L. Doheny II mutually agreed to transition leadership. Mr. Doheny stepped down as President and Chief Executive Officer and as a quarterly cash dividendmember of $0.16 per common share.the Board of Directors,
42

effective immediately. The dividend is payable on December 15, 2017Company also announced the appointments of Emile Chammas, Senior Vice President and Chief Operating Officer, and Dustin Semach, Chief Financial Officer, as Interim Co-Presidents and Co-Chief Executive Officers upon Mr. Doheny’s departure, in addition to stockholders of record at the close of business on December 1, 2017.their previous roles.
On October 6, 2017, the Company was notified by the Mexican Tax Authorities that certain items on a 2010 tax return filing are considered to be nondeductible. We are currently evaluating the merits of our filing position and the extent to which a liability, if any, should be established therewith.
43


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 2.Management’s Discussion and Analysis of Financial Condition and Results
of Operations
The information in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with our Condensed Consolidated Financial Statements and related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our 20162022 Form 10-K and our Consolidated Financial Statements and related notes set forth in Item 8 of Part II of our 20162022 Form 10-K. See Part II, Item 1A, “Risk Factors,” below and “Cautionary Notice Regarding Forward-Looking Statements,”Statements” above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. All amounts and percentages are approximate due to rounding and all dollars are in millions, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” we are referring to our “Notes to Condensed Consolidated Financial Statements,” unless the context indicates otherwise.

Recent Events and Trends

Market Pressures
On September 7, 2017, Jerome A. Peribere, Chief Executive OfficerThe Company has experienced softness in our end markets through the first nine months of 2023. We expect these market pressures to remain throughout the fourth quarter of 2023. In Food, we have seen declines in the food retail market and President, advisedProtective has continued to be impacted from market pressures and destocking in the Company’s Boardindustrial and fulfillment sectors.
Non-U.S. GAAP Information
We present financial information that conforms to U.S. GAAP. We also present financial information that does not conform to U.S. GAAP, as our management believes it is useful to investors. In addition, non-U.S. GAAP financial measures are used by management to review and analyze our operating performance and, along with other data, as internal measures for setting annual budgets and forecasts, assessing financial performance, providing guidance and comparing our financial performance with our peers. Non-U.S. GAAP financial measures also provide management with additional means to understand and evaluate the core operating results and trends in our ongoing business by eliminating certain expenses and/or gains (which may not occur in each period presented) and other items that management believes might otherwise make comparisons of Directorsour ongoing business with prior periods and peers more difficult, obscure trends in ongoing operations or reduce management’s ability to make useful forecasts. Non-U.S. GAAP information does not purport to represent any similarly titled U.S. GAAP information and is not an indicator of his intentour performance under U.S. GAAP. Investors are cautioned against placing undue reliance on these non-U.S. GAAP financial measures. Further, investors are urged to retirereview and consider carefully the adjustments made by management to the most directly comparable U.S. GAAP financial measure to arrive at these non-U.S. GAAP financial measures, described below.
The non-U.S. GAAP financial metrics exclude certain specified items (“Special Items”), including restructuring charges and restructuring associated costs, amortization of intangible assets and inventory step-up expense related to the endacquisition of December 2017. AsLiquibox, adjustments in the valuation of our "SEE Ventures" portfolio (which may include debt, equity method or equity investments), and other charges related to acquisitions and divestitures, gains and losses related to acquisitions and divestitures, special tax items or tax benefits (collectively, “Tax Special Items”) and certain other items. We evaluate unusual or Special Items on an individual basis. Our evaluation of whether to exclude an unusual or special item for purposes of determining our non-U.S. GAAP financial measures considers both the quantitative and qualitative aspects of the item, including among other things (i) its nature, (ii) whether or not it relates to our ongoing business operations, and (iii) whether or not we expect it to occur as part of this planned succession,our normal business on a regular basis. Beginning in 2023, the Board simultaneously elected Edward L. Doheny II, Chief Operating OfficerCompany is now including adjustments for amortization-related expense related to the Liquibox acquired intangibles. The change will be prospective and CEO-Designate,will not impact previously presented results. This change was made to better align the Company's definitions of Special Items with those of its peers, to better reflect the Company's operating performance, and elected himto increase the usefulness of such measures for our stakeholders.
When we present non-U.S. GAAP forward-looking guidance, we do not also provide guidance for the most directly comparable U.S. GAAP financial measures, as a Directorthey are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain Special Items, including gains and losses on the disposition of businesses, the ultimate outcome of certain legal or tax proceedings, foreign currency gains or losses resulting from the volatile currency market in Argentina, and other unusual gains and losses. These items are uncertain, depend on various factors, and could be material to our results computed in accordance with U.S. GAAP.
44


Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is defined as Earnings before Interest Expense, Taxes, Depreciation and Amortization, adjusted to exclude the impact of Special Items. Management uses Adjusted EBITDA as one of many measures to assess the performance of the business. Additionally, Adjusted EBITDA is the performance metric used by the Company's chief operating decision maker to evaluate performance of our reportable segments. Adjusted EBITDA is also a metric used to determine performance in the Company's Annual Incentive Plan. We do not believe there are estimates underlying the calculation of Adjusted EBITDA, other than those inherent in our U.S. GAAP results of operations, which would render the use and presentation of Adjusted EBITDA misleading. While the nature and amount of individual Special Items vary from period to period, we believe our calculation of Adjusted EBITDA is applied consistently to all periods and, in conjunction with other U.S. GAAP and non-U.S. GAAP financial measures, Adjusted EBITDA provides a useful and consistent comparison of our Company's performance to other periods.
The following table shows a reconciliation of U.S. GAAP Net Earnings from continuing operations to non-U.S. GAAP Consolidated Adjusted EBITDA from continuing operations:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
Net earnings from continuing operations$57.6 $132.6 $214.4 $396.6 
Interest expense, net70.1 40.9 196.6 119.3 
Income tax provision20.3 51.4 99.4 153.5 
Depreciation and amortization, net of adjustments(1)
64.6 59.4 187.1 179.0 
Special Items:
Liquibox intangible amortization(2)
7.4 — 19.9 — 
Liquibox inventory step-up expense— — 10.8 — 
Restructuring charges9.8 0.6 9.2 4.6 
Other restructuring associated costs(3)
34.6 1.6 34.5 8.5 
Foreign currency exchange loss due to highly inflationary economies4.9 2.2 10.6 5.9 
Loss on debt redemption and refinancing activities— — 4.9 11.2 
Impairment loss on equity investments— — — 31.6 
Contract terminations(4)
15.3 — 15.3 — 
Charges related to acquisition and divestiture activity2.8 0.3 24.5 (0.8)
Other Special Items(5)
(2.7)3.6 5.1 3.6 
Pre-tax impact of Special Items72.1 8.3 134.8 64.6 
Non-U.S. GAAP Consolidated Adjusted EBITDA from continuing operations$284.7 $292.6 $832.3 $913.0 
(1)Includes depreciation and amortization adjustments of $7.4 million and $19.9 million for the three and nine months ended September 30, 2023, respectively.
(2)Beginning in 2023, the Company effective as of September 18, 2017. As COOredefined Special Items to include amortization of the Company, Mr. Doheny will have responsibilityLiquibox acquired intangibles. The change is prospective and only applies to the amortization of Liquibox acquired intangibles.
(3)Other restructuring associated costs for the operating businessesthree and Supply Chain networknine months ended September 30, 2023 primarily consists of impairment of property and will reportequipment and inventory obsolescence charges related to Mr. Peribere. In addition, Mr. Doheny will work on transitioningbusiness closure activity.
(4)Contract terminations for the three and nine months ended September 30, 2023 primarily relates to charges associated with Mr. Peribere until December 31, 2017, and will then assumebusiness closure activity.
(5)Other Special Items for the role of CEO and President, effective January 1, 2018.

On October 18, 2017, Carol P. Lowe resigned from her position as Senior Vice President and Chief Financial Officer,
effective October 31, 2017. On October 20, 2017,three months ended September 30, 2023 primarily relate to a gain associated with a legal settlement. Other Special Items for the Company announced the appointment of William G. Stiehl, the Company’s Chief Accounting Officer and Controller,nine months ended September 30, 2023 primarily relate to a one-time, non-cash cumulative translation adjustment loss recognized due to the additional officewind-up of Acting Chief Financial Officer, which was effective asone of our legal entities, partially offset by a gain associated with a legal settlement. Other Special Items for the closethree and nine months ended September 30, 2022 relate to fees paid for professional services, including legal fees, directly associated with Special Items of business on October 31, 2017.events that are considered

45

Onone-time or infrequent in nature. For the nine months ended September 11, 2017,30, 2022, the Company announced that its Product Care Division acquired Fagerdala Singapore Pte Ltd.,professional fees are offset primarily due to a manufacturer and fabricator of polyethylene foam for approximately $100 million in cash. The sale closed October 2, 2017. Refer to Note 20, “Subsequent Events,” of the Notes to the Condensed Consolidated Financial Statements for additional information on the acquisition.
Sale of Diversey
On March 25, 2017, we entered into a definitive agreement to sell our Diversey Care division and the food hygiene and cleaning business within our Food Care division for gross proceeds of USD equivalent of $3.2 billion, subject to customary closing conditions. The transaction was completed on September 6, 2017. We recorded a netone-time gain on the disposal of land in the UK.

The Company may also assess performance using Adjusted EBITDA Margin. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by net sales. We believe that Adjusted EBITDA Margin is a useful measure to assess the profitability of sales made to third parties and the efficiency of our core operations.
Adjusted Net Earnings and Adjusted Earnings Per Share
Adjusted Net Earnings and Adjusted Earnings Per Share (“Adjusted EPS”) are also used by the Company to measure total company performance. Adjusted Net Earnings is defined as U.S. GAAP net earnings from continuing operations excluding the impact of Special Items. Adjusted EPS is defined as our Adjusted Net Earnings divided by the number of diluted shares outstanding. We believe that Adjusted Net Earnings and Adjusted EPS are useful measurements of Company performance, along with other U.S. GAAP and non-U.S. GAAP financial measures, because they incorporate non-cash items of depreciation and amortization, including share-based compensation, which impact the overall performance and net earnings of our business. Additionally, Adjusted Net Earnings and Adjusted EPS reflect the impact of our Adjusted Tax Rate and interest expense on a net and per share basis. While the nature and amount of individual Special Items vary from period to period, we believe our calculation of Adjusted Net Earnings and Adjusted EPS is applied consistently to all periods and, in conjunction with other U.S. GAAP and non-U.S. GAAP financial measures, Adjusted Net Earnings and Adjusted EPS provide a useful and consistent comparison of our Company's performance to other periods.
The following table shows a reconciliation of U.S. GAAP Net Earnings and Diluted Earnings per Share from continuing operations to non-U.S. GAAP Adjusted Net Earnings and Adjusted EPS from continuing operations.
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
(In millions, except per share data)Net EarningsDiluted EPSNet EarningsDiluted EPSNet EarningsDiluted EPSNet EarningsDiluted EPS
U.S. GAAP Net earnings and diluted EPS from continuing operations$57.6 $0.40 $132.6 $0.91 $214.4 $1.48 $396.6 $2.68 
Special Items(1)
53.9 0.37 10.4 0.07 119.5 0.83 63.3 0.43 
Non-U.S. GAAP Adjusted net earnings and adjusted diluted EPS from continuing operations$111.5 $0.77 $143.0 $0.98 $333.9 $2.31 $459.9 $3.11 
Weighted average number of common shares outstanding - Diluted 144.9  146.6  144.8  147.8 
(1)Includes pre-tax Special Items, plus/less Tax Special Items and the tax impact of Special Items as seen in the following calculation of non-U.S. GAAP Adjusted income tax rate.
Adjusted Tax Rate
We also present our adjusted income tax rate (“Adjusted Tax Rate”). The Adjusted Tax Rate is a measure of our U.S. GAAP effective tax rate, adjusted to exclude the tax impact from the Special Items that are excluded from our Adjusted Net Earnings and Adjusted EPS metrics as well as expense or benefit from any special taxes or Tax Special Items. The Adjusted Tax Rate is an indicator of the taxes on our core business. The tax circumstances and effective tax rate in the specific countries where the Special Items occur will determine the impact (positive or negative) to the Adjusted Tax Rate. While the nature and amount of Tax Special Items vary from period to period, we believe our calculation of the Adjusted Tax Rate is applied consistently to all periods and, in conjunction with our U.S. GAAP effective income tax rate, the Adjusted Tax Rate provides a useful and consistent comparison of the impact that tax expense has on our Company's performance.
46

The following table shows our calculation of the non-U.S. GAAP Adjusted income tax rate:
 Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2023202220232022
U.S. GAAP Earnings before income tax provision from continuing operations$77.9 $184.0 $313.8 $550.1 
Pre-tax impact of Special Items72.1 8.3 134.8 64.6 
Non-U.S. GAAP Adjusted Earnings before income tax provision from continuing operations$150.0 $192.3 $448.6 $614.7 
U.S. GAAP Income tax provision from continuing operations$20.3 $51.4 $99.4 $153.5 
Tax Special Items(1)
1.4 (3.6)(10.6)(13.4)
Tax impact of Special Items(2)
16.8 1.5 25.9 14.7 
Non-U.S. GAAP Adjusted Income tax provision from continuing operations$38.5 $49.3 $114.7 $154.8 
U.S. GAAP Effective income tax rate26.1 %27.9 %31.7 %27.9 %
Non-U.S. GAAP Adjusted income tax rate25.7 %25.6 %25.6 %25.2 %
(1)For the three and nine months ended September 30, 2023, Tax Special Items reflect accruals for uncertain tax positions and utilization of excess foreign tax credits. For the three months ended September 30, 2022, Tax Special Items reflect accruals for uncertain tax positions. For the nine months ended September 30, 2022, Tax Special Items reflect accruals for uncertain tax positions and nonrecurring intercompany dividend distributions.
(2)The tax rate used to calculate the tax impact of Special Items is based on the jurisdiction in which the item was recorded.
Organic and Constant Dollar Measures
In our “Net Sales by Geographic Region,” “Net Sales by Segment,” and in some of the discussions and tables that follow, we exclude the impact of foreign currency translation when presenting net sales information, which we define as “constant dollar”, and we exclude acquisitions in the first year after closing, divestiture activity from the time of sale, and the impact of Diverseyforeign currency translation when presenting net sales information, which we define as “organic.” Changes in net sales excluding the impact of $699.3 million,foreign currency translation and/or acquisition and divestiture activity are non-U.S. GAAP financial measures. As a worldwide business, it is important that we consider 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 analyzes our financial results including performance metrics such as sales, cost of sales or selling, general and administrative expense, to measure the core performance of our business, we may 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 investors.
Refer to these specific tables presented later in our MD&A for reconciliations of these non-U.S. GAAP financial measures to their most directly comparable U.S. GAAP measures.
Free Cash Flow
In addition to net cash provided by operating activities, we use free cash flow as a useful measure of taxes.performance and an indication of the strength and ability of our operations to generate cash. We intenddefine free cash flow as cash provided by operating activities less capital expenditures (which is classified as an investing activity). Free cash flow is not defined under U.S. GAAP. Therefore, free cash flow should not be considered a substitute for net income or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to use thesimilarly titled measures used by other companies. Free cash generatedflow does not represent residual cash available for discretionary expenditures, as certain debt servicing requirements or other non-discretionary expenditures are not deducted from this transaction to repay debt and maintain our credit profile, repurchase shares to minimize earnings dilution, and fund core growth initiatives, including potential complementary acquisitions to our Food Care and Product Care divisions. measure.
47

Refer to Note 3, “Discontinued Operations,”the specific tables presented later in our MD&A under Analysis of the NotesHistorical Cash Flow for reconciliations of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP measure.
Net Debt
In addition to total debt, we use Net Debt, which we define as total debt less cash and cash equivalents, as a useful measure of our total debt exposure. Net Debt is not defined under U.S. GAAP. Therefore, Net Debt should not be considered a substitute for amounts owed to creditors or other balance sheet information prepared in accordance with U.S. GAAP, and it may not be comparable to similarly titled measures used by other companies.
Refer to the Condensed Consolidated Financial Statementsspecific table presented later in our MD&A under Outstanding Indebtedness for additional information on the sale.

reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP measure.

Highlights of Financial Performance
Below are the highlights of our financial performance for the three and nine months ended September 30, 20172023 and 2016:2022:

 Three Months Ended September 30, % Nine months ended September 30, %Three Months Ended
September 30,		%Nine Months Ended
September 30,		%
(In millions, except per share amounts) 2017 2016 Change 2017 2016 Change(In millions, except per share amounts)20232022Change20232022Change
Net sales $1,131.3
 $1,065.1
 6.2 % $3,233.8
 $3,109.9
 4.0 %Net sales$1,381.8 $1,400.4 (1.3)%$4,111.4 $4,236.0 (2.9)%
Gross profit $362.1
 $356.7

1.5 % 1,042.8
 $1,041.9
 0.1 %Gross profit$413.3 $433.6 (4.7)%$1,236.4 $1,348.9 (8.3)%
As a % of net sales 32.0% 33.5%   32.2% 33.5%  As a % of net sales29.9 %31.0 %30.1 %31.8 %
Operating profit $160.1
 $167.1
 (4.2)% $434.2
 $463.4
 (6.3)%Operating profit$157.6 $228.0 (30.9)%$543.4 $716.8 (24.2)%
As a % of net sales 14.2% 15.7%   13.4% 14.9%  As a % of net sales11.4 %16.3 %13.2 %16.9 %
Net earnings from continuing operations $62.4
 $63.8
 (2.2)% $37.8
 $141.1
 (73.2)%Net earnings from continuing operations$57.6 $132.6 (56.6)%$214.4 $396.6 (45.9)%
Gain on sale of discontinued operations, net of tax 699.3
 —
 100.0 % 699.3
 —
 100.0 %
Net earnings from discontinued operations, net of tax 25.7
 99.5
 (74.2)% 111.3
 174.2
 (36.1)%
Net earnings available to common stockholders $787.4
 $163.3
 382.2 % $848.4
 $315.3
 169.1 %
(Loss) Gain on sale of discontinued operations, net of tax(Loss) Gain on sale of discontinued operations, net of tax(1.0)1.6 #3.2 0.7 #
Net earningsNet earnings$56.6 $134.2 (57.8)%$217.6 $397.3 (45.2)%
Basic:            Basic:
Continuing operations $0.33
 $0.33
 — % $0.20
 $0.71
 (71.8)%Continuing operations$0.40 $0.91 (56.0)%$1.49 $2.71 (45.0)%
Discontinued operations 3.86
 0.51
 655.9 % 4.22
 0.89
 373.8 %Discontinued operations(0.01)0.01 #0.02 0.01 #
Net earnings per common share-basic $4.19
 $0.84
 398.8 % $4.42
 $1.60
 176.3 %
Net earnings per common share - basicNet earnings per common share - basic$0.39 $0.92 (57.6)%$1.51 $2.72 (44.5)%
Diluted:            Diluted:
Continuing operations $0.33
 $0.32
 3.1 % $0.19
 $0.71
 (73.2)%Continuing operations$0.40 $0.91 (56.0)%$1.48 $2.68 (44.8)%
Discontinued operations 3.82
 0.51
 648.1 % 4.18
 0.88
 375.5 %Discontinued operations(0.01)0.01 #0.02 0.01 #
Net earnings per common share-diluted $4.15
 $0.83
 400.0 % $4.37
 $1.59
 174.8 %
Weighted average numbers of common shares outstanding:            
Net earnings per common share - dilutedNet earnings per common share - diluted$0.39 $0.92 (57.6)%$1.50 $2.69 (44.2)%
Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:
Basic 186.9
 194.1
 

 190.9
 195.0
 

Basic144.5 145.2 144.3 146.3 
Diluted 188.9
 196.7
 

 192.9
 197.5
 

Diluted144.9 146.6 144.8 147.8 
Non-U.S. GAAP Adjusted EBITDA from continuing operations(1)
 $216.8
 $212.9
 1.8 % $595.0
 $592.8
 0.4 %
Non-U.S. GAAP Consolidated Adjusted EBITDA from continuing operations(1)
Non-U.S. GAAP Consolidated Adjusted EBITDA from continuing operations(1)
$284.7 $292.6 (2.7)%$832.3 $913.0 (8.8)%
Non-U.S. GAAP Adjusted EPS from continuing operations(2)
 $0.46
 $0.41
 12.2 % $1.24
 $1.19
 4.2 %
Non-U.S. GAAP Adjusted EPS from continuing operations(2)
$0.77 $0.98 (21.4)%$2.31 $3.11 (25.7)%
(1)
See Note 4, “Segments” of the Notes to Consolidated Financial Statements for a reconciliation of U.S. GAAP net earnings from continuing operations to Non-U.S. GAAP Adjusted EBITDA from continuing operations.
(2)
See “Diluted Net Earnings per Common Share” for a reconciliation of our U.S. GAAP EPS from continuing operations to our non-U.S. GAAP adjusted EPS from continuing operations.

#    Denotes where percentage change is not meaningful.
Diluted Net Earnings per Common Share
The following table presents(1)See “Non-U.S. GAAP Information” for a reconciliation of our U.S. GAAP EPSNet earnings from continuing operations to non-U.S. GAAP adjustedConsolidated Adjusted EBITDA from continuing operations.
(2)See “Non-U.S. GAAP Information” for a reconciliation of U.S. GAAP Net earnings and diluted earnings per share from continuing operations to non-U.S. GAAP Adjusted Net Earnings and Adjusted EPS from continuing operations.


  Three Months Ended September 30, Nine Months Ended September 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 and EPS available to common stockholders from continuing operations(1)
 $62.4
 $0.33
 $63.8
 $0.32
 $37.8
 $0.19
 $141.1
 $0.71
Special items(2)
 24.2
 0.13
 17.0
 0.09
 201.7
 1.05
 95.6
 0.48
Non-U.S. GAAP adjusted net earnings and adjusted EPS available to common stockholders from continuing operations $86.6
 $0.46
 $80.8
 $0.41
 $239.5
 $1.24
 $236.7
 $1.19
Weighted average number of common shares outstanding - Diluted  
 188.9
  
 196.7
  
 192.9
  
 197.5
48
(1)
Net earnings per common share are calculated under the two-class method.
(2)
Special items include the following:
  Three Months Ended September 30, Nine Months Ended September 30,
(In millions, except per share data) 2017 2016 2017 
2016(1)
Special Items:        
Restructuring and other charges $(6.2) $(1.3) $(9.2) $(1.1)
Other restructuring associated costs included in cost of sales and selling, general and administrative expenses (2.9) (5.2) (12.7) (13.2)
SARs —
 0.3
 —
 (0.7)
Foreign currency exchange loss related to Venezuelan subsidiaries —
 —
 —
 (1.6)
Charges related to ceasing operations in Venezuela —
 —
 —
 (47.3)
Gain (loss) on sale of North American foam trays and absorbent pads business and European food trays business 0.2
 —
 2.3
 (1.6)
(Loss) gain related to the sale of other businesses, investments and property, plant and equipment (6.9) 2.1
 (7.1) —
Charges related to the sale of Diversey (13.7) —
 (47.6) —
Settlement/curtailment benefits related to retained Diversey retirement plans 13.5
 —
 13.5
 —
Other special items(2)
 (2.9) (3.5) (0.2) (3.2)
Pre-tax impact of special items $(18.9) $(7.6) $(61.0) $(68.7)
 Tax impact of special items and tax special items(3)
 (5.3) (9.4) (140.7) (26.9)
Net impact of special items $(24.2) $(17.0) $(201.7) $(95.6)
Weighted average number of common shares outstanding - Diluted 188.9
 196.7
 192.9
 197.5
Earnings per share impact from special items $(0.13) $(0.09) $(1.05) $(0.48)
(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.  Refer to Note 1, "Organization and Basis of Presentation," of the Condensed Consolidated Financial Statements for further details.
(2)
For the three and nine months ended September 30, 2017, other special items primarily included transaction fees related to various divestitures and acquisitions. Other special items for the three and nine months ended September 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.



Our U.S. GAAP and non-U.S. GAAP income taxes are as follows:
  Three months ended September 30, Nine months ended September 30,
(In millions) 2017 2016 2017 2016
U.S. GAAP Earnings before income tax provision from continuing operations $106.1
 $117.9
 $274.3
 $265.8
Pre-tax impact of special items (18.9) (7.6) (61.0) (68.7)
Non-U.S. GAAP Adjusted Earnings before income tax provision from continuing operations $125.0
 $125.5
 $335.3
 $334.5
         
U.S. GAAP Income tax provision from continuing operations $43.7
 $54.1
 $236.5
 $124.7
Tax Special Items(1)
 (0.4) (5.6) (150.3) (26.8)
Tax impact of special items (4.9) (3.8) 9.6
 (0.1)
Non-U.S. GAAP Adjusted Income tax provision from continuing operations $38.4
 $44.7
 $95.8
 $97.8
         
U.S. GAAP Effective income tax rate 41.2% 45.9% 86.2% 46.9%
Non-U.S. GAAP Adjusted income tax rate 30.7% 35.6% 28.6% 29.2%

(1)
For the nine months ended September 30, 2017, the special tax items included $145 million of tax expense recorded in accordance with the sale of Diversey. Refer to Note 14, “Income Taxes,” of the Notes to the Condensed Consolidated Financial Statements for additional information.     



Foreign Currency Translation Impact on Condensed Consolidated Financial Results
Since we are a U.S.-domiciledU.S. domiciled company, we translate our foreign currency-denominated financial results into U.S. dollars. Due to the 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. Historically, the most significant currencies that have impacted the translation of our Condensed Consolidated Financial Resultscondensed consolidated financial results are the euro, the Australian dollar, the Mexican peso, the Canadian dollar, the British pound, Mexican peso,the Chinese Renminbi, the Brazilian real and the New Zealand dollar, and Brazilian real.dollar.
The following table presents the approximate favorable or (unfavorable) impact that foreign currency translation had on somecertain components of our Condensed Consolidated Financial Results from continuing operations:condensed consolidated financial results:
(In millions)Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
Net sales$(14.2)$(76.5)
Cost of sales12.7 60.9 
Selling, general and administrative expenses(0.8)4.3 
Net earnings6.9 6.8 
Non-U.S. GAAP Adjusted EBITDA9.6 8.1 

(In millions) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017
Net sales $13.3
 $5.2
Cost of sales (9.0) (5.7)
Selling, general and administrative expenses (2.2) (1.2)
Net earnings (0.9) (3.7)
Adjusted EBITDA 3.0
 (0.4)

Net Sales by Geographic Region
    
The following tables presenttable presents the components of the change in net sales by geographic region for the three and nine months ended September 30, 20172023 compared with 2016.  We also present2022.
49

Three Months Ended September 30,
(In millions)AmericasEMEAAPACTotal
2022 Net sales$930.4 66.4 %$276.0 19.7 %$194.0 13.9 %$1,400.4 100.0 %
Price(14.3)(1.5)%5.1 1.8 %4.9 2.5 %(4.3)(0.3)%
Volume(1)
(53.0)(5.7)%(16.9)(6.1)%(12.3)(6.3)%(82.2)(5.9)%
Total organic change (non-U.S. GAAP)(67.3)(7.2)%(11.8)(4.3)%(7.4)(3.8)%(86.5)(6.2)%
Acquisition60.8 6.5 %13.9 5.1 %7.4 3.8 %82.1 5.9 %
Total constant dollar change (non-U.S. GAAP)(6.5)(0.7)%2.1 0.8 %— — %(4.4)(0.3)%
Foreign currency translation(15.9)(1.7)%7.3 2.6 %(5.6)(2.9)%(14.2)(1.0)%
Total change (U.S. GAAP)(22.4)(2.4)%9.4 3.4 %(5.6)(2.9)%(18.6)(1.3)%
2023 Net sales$908.0 65.7 %$285.4 20.7 %$188.4 13.6 %$1,381.8 100.0 %
Nine Months Ended September 30,
(In millions)AmericasEMEAAPACTotal
2022 Net Sales$2,808.7 66.3 %$856.7 20.2 %$570.6 13.5 %$4,236.0 100.0 %
Price(1.1)— %47.9 5.6 %21.2 3.7 %68.0 1.6 %
Volume(1)
(221.7)(7.9)%(74.8)(8.7)%(34.9)(6.1)%(331.4)(7.8)%
Total organic change (non-U.S. GAAP)(222.8)(7.9)%(26.9)(3.1)%(13.7)(2.4)%(263.4)(6.2)%
Acquisition154.1 5.5 %39.4 4.6 %21.8 3.8 %215.3 5.1 %
Total constant dollar change (non-U.S. GAAP)(68.7)(2.4)%12.5 1.5 %8.1 1.4 %(48.1)(1.1)%
Foreign currency translation(44.4)(1.6)%(5.3)(0.7)%(26.8)(4.7)%(76.5)(1.8)%
Total change (U.S. GAAP)(113.1)(4.0)%7.2 0.8 %(18.7)(3.3)%(124.6)(2.9)%
2023 Net Sales$2,695.6 65.6 %$863.9 21.0 %$551.9 13.4 %$4,111.4 100.0 %
(1)Our volume reported above includes the change in net sales excluding the impact of foreign currency translation, a non-U.S. GAAP measure, which we define as “constant dollar.” We believe using constant dollar measures aids in the comparability between periods as it eliminates the volatility of changes in foreign currency exchange rates.unit volume as well as the period-to-period change in the mix of products sold.


50
  Three Months Ended September 30,
(In millions) North America 
EMEA(2)
 Latin America 
APAC(3)
 Total
2016 net sales $581.4
 54.6% $232.3
 21.8 % $98.8
 9.3 % $152.6
 14.3 % $1,065.1
  
Volume-Units 38.6
 6.6% 6.6
 2.8 % 3.2
 3.2 % 6.6
 4.3 % 55
 5.2 %
Price/mix(1)
 1.8
 0.3% (1.3) (0.6)% (0.9) (0.9)% (1.6) (1.0)% (2.0) (0.2)%
Total constant dollar change (Non-U.S.GAAP) 40.4
 6.9% 5.3
 2.2 % 2.3
 2.3 % 5.0
 3.3 % 53.0
 5.0 %
Foreign currency translation 1.4
 0.2% 10.2
 4.4 % 0.4
 0.4 % 1.2
 0.8 % 13.2
 1.2 %
Total change (U.S. GAAP) 41.8
 7.2% 15.5
 6.7 % 2.7
 2.7 % 6.2
 4.1 % 66.2
 6.2 %
                     
2017 net sales $623.2
 55.1% $247.8
 21.9 % $101.5
 9.0 % $158.8
 14.0 % $1,131.3
  





  Nine months ended September 30,
(In millions) North America 
EMEA(2)
 Latin America 
APAC(3)
 Total
2016 net sales $1,657.8
 53.3 % $716.5
 23.0 % $289.1
 9.3 % $446.5
 14.4 % $3,109.9
  
Volume-Units 127.7
 7.7 % 1.1
 0.2 % (1.4) (0.5)% 6.6
 1.4 % 134.0
 4.4 %
Price/mix(1)
 (8.7) (0.5)% (7.4) (1.0)% 4.4
 1.5 % (3.7) (0.8)% (15.4) (0.5)%
Total constant dollar change (Non-U.S.GAAP) 119.0
 7.2 % (6.3) (0.8)% 3.0
 1.0 % 2.9
 0.6 % 118.6
 3.9 %
Foreign currency translation 1.1
 — % (3.5) (0.6)% 2.1
 0.7 % 5.6
 1.3 % 5.3
 0.1 %
Total change (U.S. GAAP) 120.1
 7.2 % (9.8) (1.4)% 5.1
 1.7 % 8.5
 1.9 % 123.9
 4.0 %
                     
2017 net sales $1,777.9
 55.0 % $706.7
 21.9 % $294.2
 9.1 % $455
 14.0 % $3,233.8
  
(1)
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. The impact to our reported price/mix of these purchases in other countries at selling prices denominated in U.S. dollars or euros was not material in the periods included in the table above.
(2)
EMEA = Europe, Middle East and Africa
(3)
APAC = Asia, Australia, New Zealand, Japan and Korea








Net Sales by Segment
The following tables presenttable presents the components of change in net sales by ourreportable segment reporting structure for the three and nine months ended September 30, 20172023 compared with 2016. We also present2022.
Three Months Ended September 30,
(In millions)FoodProtectiveTotal Company
2022 Net Sales$829.8 59.3 %$570.6 40.7 %$1,400.4 100.0 %
Price7.6 0.9 %(11.9)(2.1)%(4.3)(0.3)%
Volume(1)
(6.8)(0.8)%(75.4)(13.2)%(82.2)(5.9)%
Total organic change (non-U.S. GAAP)0.8 0.1 %(87.3)(15.3)%(86.5)(6.2)%
Acquisition82.1 9.9 %— — %82.1 5.9 %
Total constant dollar change (non-U.S. GAAP)82.9 10.0 %(87.3)(15.3)%(4.4)(0.3)%
Foreign currency translation(19.3)(2.3)%5.1 0.9 %(14.2)(1.0)%
Total change (U.S. GAAP)63.6 7.7 %(82.2)(14.4)%(18.6)(1.3)%
2023 Net Sales$893.4 64.7 %$488.4 35.3 %$1,381.8 100.0 %
Nine Months Ended September 30,
(In millions)FoodProtectiveTotal Company
2022 Net Sales$2,443.3 57.7 %$1,792.7 42.3 %$4,236.0 100.0 %
Price64.2 2.6 %3.8 0.2 %68.0 1.6 %
Volume(1)
(29.6)(1.2)%(301.8)(16.8)%(331.4)(7.8)%
Total organic change (non-U.S. GAAP)34.6 1.4 %(298.0)(16.6)%(263.4)(6.2)%
Acquisition215.3 8.8 %— — %215.3 5.1 %
Total constant dollar change (non-U.S. GAAP)249.9 10.2 %(298.0)(16.6)%(48.1)(1.1)%
Foreign currency translation(66.1)(2.7)%(10.4)(0.6)%(76.5)(1.8)%
Total change (U.S. GAAP)183.8 7.5 %(308.4)(17.2)%(124.6)(2.9)%
2023 Net Sales$2,627.1 63.9 %$1,484.3 36.1 %$4,111.4 100.0 %
(1)Our volume reported above includes the change in net sales excluding the impact of foreign currency translation, a non-U.S. GAAP measure, which we define as “constant dollar.” We believe using constant dollar measures aids in the comparability between periods as it eliminates the volatility of changes in foreign currency exchange rates.unit volume as well as the period-to-period change in the mix of products sold.
  Three Months Ended September 30,
(In millions) Food Care Product Care Total Company
2016 Net Sales $676.2
 63.5 % $388.9
 36.5 % $1,065.1
  
Volume - Units 31.1
 4.6 % 23.9
 6.1 % 55.0
 5.2 %
Price/mix(1)
 (1.1) (0.2)% (0.9) (0.2)% (2.0) (0.2)%
Total constant dollar change (Non-U.S. GAAP) 30.0
 4.4 % 23.0
 5.9 % 53.0
 5.0 %
Foreign currency translation 9.8
 1.5 % 3.4
 0.9 % 13.2
 1.2 %
Total change (U.S. GAAP) 39.8
 5.9 % 26.4
 6.8 % 66.2
 6.2 %
             
2017 Net Sales $716.0
 63.3 % $415.3
 36.7 % $1,131.3
  

  Nine months ended September 30,
(In millions) Food Care Product Care Total Company
2016 Net Sales $1,979.2
 63.6 % $1,130.7
 36.4 % $3,109.9
  
Volume - Units 68.8
 3.5 % 65.2
 5.8 % 134.0
 4.4 %
Price/mix(1)
 (7.7) (0.4)% (7.7) (0.7)% (15.4) (0.5)%
Total constant dollar change (Non-U.S. GAAP) 61.1
 3.1 % 57.5
 5.1 % 118.6
 3.9 %
Foreign currency translation 10.8
 0.5 % (5.5) (0.5)% 5.3
 0.1 %
Total change (U.S. GAAP) $71.9
 3.6 % $52.0
 4.6 % $123.9
 4.0 %
             
2017 Net Sales $2,051.1
 63.4 % $1,182.7
 36.6 % $3,233.8
  
(1)
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. The impact to our reported price/mix of these purchases in other countries at selling prices denominated in U.S. dollars or euros was not material in the periods included in the table above.
The following net sales discussion is on a reported and constant dollar basis.

Food Care
Three Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016in 2022
As reported, net sales increased $40by $64 million, or 6%8%, in 20172023 compared with 2016,2022. Foreign currency had a negative impact of which $31$19 million, was due to increase in volume output.or 2%. On a constant dollar basis, net sales increased $30by $83 million, or 4%10%, in 2017 compared with 20162022, primarily due to the following:
higher unit volumes•$82 million related to the Liquibox acquisition; and
•favorable price of $33$8 million, primarily reflecting an increase in North America on strong demand of protein packaging and anwith increases in the EMEA and APAC regions in response to the current inflationary environment, and impacts from formula pass-throughs and U.S. dollar-based pricing in Latin America.
This wasThese increases were partially offset by:
•lower unit volumes of $2$7 million, due to food retail market declines partially offset by growth in APAC which was negatively impacted by further deterioration in the dairy market; andour food automation solutions.
unfavorable price/mix of $1 million.
51




Nine Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016in 2022
As reported, net sales increased $72by $184 million, or 4%8%, in 20172023 compared to 2016.2022. Foreign currency had a negative impact of $66 million, or 3%. On a constant dollar basis, net sales increased $61by $250 million, or 3%10%, in 20172023 as compared with 20162022, primarily due to the following:
higher unit volumes•$215 million related to the Liquibox acquisition; and
•favorable price of $86$64 million, reflecting an increasewith increases across all regions in North America on strong demand of protein packaging.response to the current inflationary environment, including impacts from formula pass-throughs and U.S. dollar-based pricing in Latin America.
This wasThese increases were partially offset by:
•lower unit volumes of $17$30 million, primarily due to historically low slaughter rates in Australia, lower unit volumes in Latin America reflecting continued economic uncertaintyfood retail market declines and social and political instability and lower unit volumes in EMEA; and
unfavorable price/mix of $8 million, reflecting a decrease in EMEA and APAC, due primarily to pricing initiatives implemented to offset currency devaluation, and a decrease in North America which werethe adverse impact from prior supply disruptions partially offset by favorable price/mixgrowth in Latin America.our food automation solutions.

Product CareProtective
Three Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016in 2022
As reported, net sales increased $26decreased by $82 million, or 7%14%, in 20172023 as compared to 2016.2022. Foreign currency had a favorable impact of $5 million, or less than 1%. On a constant dollar basis, net sales increased $23decreased by $87 million, or 6%15%, in 20172023 compared with 20162022, primarily due to the following:
higher unit•lower volumes of $24$75 million across all regions, primarily in North America due to ongoing strengthcontinued market pressures and destocking in the e-Commerceindustrial and third party logistics markets as well as increased volume units in APAC.fulfillment sectors; and
This was partially offset by:•unfavorable price of $12 million.
unfavorable price/mix of $1 million.

Nine Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016in 2022
As reported, net sales increased $52decreased $308 million, or 5%17%, in 20172023 as compared to 2016.2022. Foreign currency had a negative impact of $10 million, or less than 1%. On a constant dollar basis, net sales increased $58decreased by $298 million, or 5%17%, in 20172023 compared with 20162022, primarily due to the following:
higher unit•lower volumes of $65$302 million across all regions, primarily in North America due to ongoing strengthcontinued market pressures and destocking in the e-Commerceindustrial and third party logistics markets as well as increased volume units in APAC.fulfillment sectors.
This decrease was partially offset by:
unfavorable price/mix•favorable price of $8 million primarily related to the increase of e-Commerce volumes in North America.$4 million.


Cost of Sales
Cost of sales for the three and nine months ended September 30, 20172023 and 20162022 were as follows:
Three Months Ended
September 30,		%Nine Months Ended
September 30,		%
(In millions)20232022Change20232022Change
Cost of sales$968.5 $966.8 0.2 %$2,875.0 $2,887.1 (0.4)%
As a % of net sales70.1 %69.0 % 69.9 %68.2 % 
  Three months ended September 30, % Nine months ended September 30, %
(In millions) 2017 2016 Change 2017 2016 Change
Net sales
$1,131.3

$1,065.1

6.2%
$3,233.8

$3,109.9

4.0%
Cost of sales 769.2
 708.4
 8.6% 2,191.0
 2,068.0
 5.9%
As a % of net sales 68.0% 66.5%   67.8% 66.5%  

Three Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016in 2022
As reported, cost of sales increased by $61$2 million, or 9%less than 1%, in 2017 as2023 compared to 2016.2022. Cost of sales was impacted by unfavorablefavorable foreign currency translation of $9$13 million. OnAs a constant dollar basis,percentage of net sales, cost of sales increased $52 million, or 7%by 110 basis points, from 69.0% to 70.1%, primarily due to higher raw material costs on increaseddriven by cost under absorption from lower sales volumes and non-material inflation.volume as well as the impact of the Liquibox acquisition.





Nine Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016

in 2022
As reported, cost of sales increaseddecreased by $123$12 million, or 6%less than 1%, in 20172023 as compared to 2016.2022. Cost of sales was impacted by unfavorablefavorable foreign currency translation of $6$61 million. OnAs a constant dollar basis,percentage of net sales, cost of sales increased $117 million, or 6%by 170 basis points, from 68.2% to 69.9%, primarily due to higher raw material costs on increaseddriven by cost under absorption from lower sales volumes and non-material inflation and freight costs.volume as well as the impact of the Liquibox acquisition.

52

Selling, General and Administrative Expenses
Selling, general and administrative expenses (SG&A)(“SG&A”) for the three and nine months ended September 30, 20172023 and 2016 are included in the table below.
  Three months ended September 30, % Nine months ended September 30, %
(In millions) 2017 2016 Change 2017 2016 Change
Selling, general and administrative expenses $192.7
 $184.2
 4.6% $590.2
 $566.7
 4.1%
As a % of net sales 17.0% 17.3%   18.3% 18.2%  
2022 were as follows:
Three Months Ended
September 30,		%Nine Months Ended
September 30,		%
(In millions)20232022Change20232022Change
Selling, general and administrative expenses$181.8 $196.0 (7.2)%$582.6 $605.6 (3.8)%
As a % of net sales13.2 %14.0 % 14.2 %14.3 % 
Three Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016in 2022    
As reported, SG&A expenses increaseddecreased by $9$14 million, or 5%7%, in 2017 as2023 compared to 2016.2022. SG&A expenses were unfavorably impacted by unfavorable foreign currency translation of $2 million. On a constant dollar basis, SG&A expenses increased $7 million, or 4%, primarily related to salary and wage inflation.

Nine Months Ended September 30, 2017 Compared With the Same Period of 2016

As reported, SG&A expenses increased by $24 million, or 4%, in 2017 as compared to 2016. SG&A expenses were impacted by unfavorable foreign currency translation ofapproximately $1 million. On a constant dollar basis, SG&A expenses increaseddecreased by $15 million, or 8%. The decrease in SG&A expenses was primarily due to lower incentive compensation expenses.
Nine Months Ended September 30, 2023 Compared with the Same Period in 2022
As reported, SG&A expenses decreased by $23 million, or 4%, in 2023 as compared to 2022. SG&A expenses were impacted by favorable foreign currency translation of $4 million. On a constant dollar basis, SG&A expenses decreased by $19 million, or 3%. The decrease in SG&A expenses was primarily relateddue to $34 million related to the sale of Diverseylower incentive compensation expenses, partially offset by cost synergies, lower incentive based compensationthe impact of acquisition and lower spending.divestiture activity.

Amortization Expense of Intangible Assets Acquired
Amortization expense of intangible assets acquired for the three and nine months ended September 30, 20172023 and 2016 were2022 was as follows:
Three Months Ended
September 30,		%Nine Months Ended
September 30,		%
(In millions)20232022Change20232022Change
Amortization expense of intangible assets$15.4 $8.7 77.0 %$46.0 $27.0 70.4 %
As a % of net sales1.1 %0.6 % 1.1 %0.6 % 

  Three months ended September 30, % Nine months ended September 30, %
(In millions) 2017 2016 Change 2017 2016 Change
Amortization expense of intangible assets acquired $3.1
 $4.1
 (24.4)% $9.2
 $10.4
 (11.5)%
As a % of net sales 0.3% 0.4%   0.3% 0.3%  
Three and Nine Months Ended September 30, 2023 Compared with the Same Periods in 2022
The decrease in amortizationAmortization expense of intangibles forintangible assets increased $7 million and $19 million in the three and nine months ended September 30, 2017 was2023, respectively, compared to 2022. These increases were primarily relateddue to assets which were separated as a resultthe amortization of the sale of Diversey as well as favorable foreign exchange.Liquibox intangible assets.
Restructuring ActivitiesCTO2Grow Program
See Note 9,12, “Restructuring and Relocation Activities,” of the Notes to Condensed Consolidated Financial StatementsActivities” for additional details regarding each of the Company’s restructuring programs discussed below, restructuring plan’s accrual, spending and other activity forbelow.
In August 2023, the three and nine months ended September 30, 2017.
As reported in our 2016 Form 10-K, our December 2011 Integration and Optimization Program (“IOP”) and the May 2013 Earnings Quality Improvement Program (“EQIP”) are substantially complete.  In the first quarter of 2016, theSealed Air Board of Directors agreedapproved a new 3-year CTO2Grow Program as part of Reinvent SEE 2.0. The CTO2Grow Program aims to consolidatedrive annualized savings in the remaining activitiesrange of those programs together with the December 2014 Fusion program$140 to create a single program to be called the “Sealed Air Restructuring Program” or the “Program.”


The combined programs are estimated to generate incremental cost savings of $100$160 million to $110 million per annum (which includes approximately $50 million related to discontinued operations) by the end of 2019, compared with2025. The total cash cost of the savings run rate achieved by the end of 2015, of which approximately $25 millionCTO2Grow Program is expectedestimated to be achieved in 2017, including approximately $16the range of $140 to $160 million, of savingswhich we expect to be incurred primarily in discontinued operations.2024 and 2025.
For the three and nine months ended September 30, 2017,2023, the Program generated cost savingsCompany incurred cash expense of $8$15 million associated with contract terminations, $11 million of Restructuring charges and $23nominal other associated costs for the CTO2Grow Program. For the three and nine months ended September 30, 2023, the Company incurred non-cash expense of approximately $34 million respectively, (which included $4 millionprimarily related to the impairment of property and $16 million in discontinued operations, respectively) primarily in selling, generalequipment and administration expenses.inventory obsolescence charges associated with the Kevothermal and plant-based rollstock business closures for the CTO2Grow Program.
Additionally, the Program
53

SEE's vision to become a world-class company, partnering with our customers on automation, digital and sustainable packaging solutions, is expected to generate one-time cashbe accelerated through the CTO2Grow Program by:
•Shifting our go-to-market approach from product to solutions-focused, driving commercial excellence and benefits of approximately $70 million from the sale of certain assets, stateenhancing customer experience to deliver a durable profitable growth engine;
•Optimizing our portfolio across automated protective solutions, fluids & liquids and local incentives in connection with the relocation of the Company’s headquartersconsumer ready while reducing speed to market on innovations; and reductions in working capital. Through September 30, 2017, we had generated $30 million in cash related
•Streamlining our supply chain footprint and SG&A cost to the sale of our facility located in Racine, Wisconsin, $10 million from other site salesdrive further operating leverage and $9 million from grantsimprove business agility and other working capital benefits.overall profitability.
The actual timing of future costs and cash payments related to the CTO2Grow Program described above and our relocation activities are subject to change due to a variety of factors that may cause a portion of the costs, spending and benefits to occur later than expected. In addition, changes in foreign exchange rates may impact future costs, spending, benefits and cost synergies.

Interest Expense, net
Interest expense, net includes the stated interest rateexpense on our outstanding debt, as well as the net impact of capitalized interest, interest income, the effects of terminated interest rate swaps and the amortization of capitalized senior debt issuance costs and credit facility fees, bond discounts, and terminated treasury locks.
Interest expense, net for the three and nine months ended September 30, 20172023 and 20162022 was as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)20232022Change20232022Change
Interest expense on our various debt instruments:      
Term Loan A due August 2022$— $— $— $— $1.4 $(1.4)
Term Loan A due July 2023— — — — 0.2 (0.2)
Term Loan A due March 2027(1)
8.9 4.5 4.4 24.4 7.4 17.0 
Term Loan A2 due March 2027(2)
12.7 — 12.7 31.8 — 31.8 
Revolving credit facility due July 2023— — — — 0.3 (0.3)
Revolving credit facility due March 2027(1)
3.4 0.3 3.1 7.4 0.5 6.9 
5.250% Senior Notes due April 2023(3)
— — — — 6.9 (6.9)
4.500% Senior Notes due September 2023— 4.7 (4.7)1.7 14.8 (13.1)
5.125% Senior Notes due December 20245.6 5.7 (0.1)16.9 16.9 — 
5.500% Senior Notes due September 20255.6 5.6 — 16.8 16.8 — 
1.573% Senior Secured Notes due October 20262.7 2.6 0.1 7.9 7.8 0.1 
4.000% Senior Notes due December 20274.4 4.4 — 13.2 13.2 — 
6.125% Senior Notes due February 2028(4)
12.5 — 12.5 33.1 — 33.1 
5.000% Senior Notes due April 2029(3)
5.4 5.5 (0.1)16.3 9.8 6.5 
6.875% Senior Notes due July 20337.8 7.8 — 23.4 23.4 — 
Other interest expense(5)
8.0 4.0 4.0 22.5 10.9 11.6 
Less: capitalized interest(3.5)(2.4)(1.1)(9.3)(6.1)(3.2)
Less: interest income(3.4)(1.8)(1.6)(9.5)(4.9)(4.6)
Total$70.1 $40.9 $29.2 $196.6 $119.3 $77.3 
  Three months ended September 30, 
2017 vs. 
2016
 Nine months ended September 30, 
2017 vs. 
2016
(In millions) 2017 2016 Change 2017 2016 Change
Interest expense on our various debt instruments:            
Term Loan A due July 2017 $0.5
 $1.4
 $(0.9) $3.6
 $3.9
 $(0.3)
Term Loan A due July 2019 (October 2016 prior to refinance) 5.8
 5.0
 0.8
 16.7
 14.5
 2.2
Revolving credit facility due July 2019 (October 2016 prior to refinance) 0.6
 0.6
 —
 1.8
 1.8
 —
6.50% Senior Notes due December 2020 7.1
 6.9
 0.2
 21.0
 20.9
 0.1
4.875% Senior Notes due December 2022 5.4
 5.4
 —
 16.1
 16.1
 —
5.25% Senior Notes due April 2023 5.8
 5.8
 —
 17.3
 17.3
 —
4.50% Senior Notes due September 2023 5.5
 5.3
 0.2
 15.5
 15.5
 —
5.125% Senior Notes due December 2024 5.6
 5.6
 —
 16.7
 16.7
 —
5.50% Senior Notes due September 2025 5.6
 5.5
 0.1
 16.7
 16.7
 —
6.875% Senior Notes due July 2033 7.8
 7.8
 —
 23.3
 23.3
 —
Other interest expense 4.3
 3.5
 0.8
 8.0
 11.8
 (3.8)
Less: capitalized interest —
 (3.2) 3.2
 (3.0) (7.1) 4.1
Total $54.0
 $49.6
 $4.4
 $153.7
 $151.4
 $2.3
Foreign Currency Exchange (Losses) Gains Related to Venezuelan Subsidiaries
Effective January 1, 2010, Venezuela was designated a highly inflationary economy. The foreign currency exchange gains(1)On March 25, 2022, the Company and losses we recorded in 2017certain of its subsidiaries entered into the Fourth Amended and 2016 for our Venezuelan subsidiary wereRestated Credit Agreement with Bank of America, N.A., as agent, and the resultother financial institutions party thereto, which extended the maturity of the significant changes inTerm Loan A facilities and revolving credit commitment to March 2027. See Note 13, “Debt and Credit Facilities,” for further details.
54

(2)On December 8, 2022, the exchange ratesCompany and certain of its subsidiaries entered into an amendment to the Fourth Amended and Restated Credit Agreement whereby the Company's existing senior secured credit facility was amended and provided for a new $650 million incremental term facility. On February 1, 2023, the Company used proceeds from the new incremental term facility to finance the Liquibox acquisition.
(3)On April 19, 2022, the Company issued $425 million of 5.000% senior notes due April 2029. The proceeds were used to remeasure our Venezuelan subsidiary’s financial statements atrepurchase the balance sheet date. We believe these gains and losses are attributable to the unstable foreign currency environment in Venezuela.Company's 5.250% senior notes due April 2023. See Note 1, “Organization13, “Debt and BasisCredit Facilities,” for further details.
(4)On January 31, 2023, the Company issued $775 million of Presentation – Impact6.125% senior notes due February 2028. The proceeds were used in part to finance the Liquibox acquisition. See Note 13, "Debt and Credit Facilities," for further details.
(5)Other includes expense associated with borrowings under our U.S. and European accounts receivable securitization programs, accounts receivable factoring agreements, and borrowings under various lines of Inflationcredit.
Other Expense, net
Fair value impairment loss on equity investments
SEE recorded impairment losses of none and Currency Fluctuation,” of$32 million for the Notesthree and nine months ended September 30, 2022, respectively, related to Condensed ConsolidatedSEE Ventures equity investments. See Note 15, “Fair Value Measurements, Equity Investments and Other Financial StatementsInstruments,” for further details.

Loss on debt redemption and refinancing activities

Ceasing Operations in Venezuela
Due toSEE recorded losses on debt redemption and refinancing activities of none and $5 million for the ongoing challenging economic situation in Venezuela,three and nine months ended September 30, 2023, respectively, and none and $11 million for the Company approved a program in the second quarter of 2016 to cease operations in the country. Foreign exchange control regulations have affected our Venezuelan subsidiaries ability to obtain inventorythree and maintain normal production. This resulted in total costs of $47.3 million being incurred in the third quarter of 2016 which included the following (i) a voluntary reduction in headcount including severancenine months ended September 30, 2022, respectively. See Note 13, “Debt and termination benefits for employees of approximately $0.3 million, (ii) depreciation and amortization expense related to fixed assets and intangibles of approximately $0.6 million, (iii) inventory reserves of $0.4 million and (iv) the reclassification of approximately $46.0 million of cumulative translation adjustment into Net income as the Company’s decision to cease operations is similar to a substantially complete liquidation. Refer to Note 1, "Organization and Basis of Presentation," of the Notes to Condensed Consolidated Financial StatementCredit Facilities,” for further details.
Other (Expense) Income, Net
See Note 18,21, “Other (Expense) Income,Expense, net,” of the Notes to Condensed Consolidated Financial Statements for the remaining components and discussion of other (expense) income,Other expense, net.
Income Taxes
Our effective income tax rate for the three months ended September 30, 2017 was 41.2% and for the nine months ended September 30, 20172023 was 86.2%. Our year to date effective income26% and 32%, respectively. The three and nine-month periods were unfavorably impactedby accruals for uncertain tax rate is higher than our calculated interim rate primarily as a result of planned distributions of earnings which had previously been determined to be indefinitely reinvested in operations outsidepositions and favorably impacted by the United States. Our change in assertion for these investments is related to distributions in anticipation of the sale of Diversey.benefit associated with excess foreign tax credits.
Our effective income tax rate for the three months ended September 30, 2016 was 45.9% and for the nine months ended September 30, 20162022 was 46.9%28%. The three-month period was unfavorably impactedby accruals for uncertain tax positions and enacted state law changes. The nine-month period was favorably impacted by share priceaccretion in equity compensation, and unfavorably impactedby accruals for uncertain tax positions, nonrecurring intercompany dividend distributions and enacted state law changes.
The actual annual effective tax rate forcould vary as a result of many factors, including but not limited to the nine months ended September 30, 2016 was higher than our calculated interim rate becausefollowing:
•The actual mix of an increaseearnings by jurisdiction, which could fluctuate from the Company’s projection;
•The tax effects of other discrete items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute of limitations expirations and changes in valuation allowance against foreign tax creditsregulations, which are reflected in the Company expectedperiod in which they occur; and
•Any future legislative changes, and any related additional tax optimization to expire before utilization.address these changes.
Our effective income tax rate depends upon the realization of our net deferred tax assets. We have deferred tax assets related to accruals not yet deductible for tax purposes, foreign tax credits, state and foreign net operating loss carryforwards and investment tax allowances,credits, employee benefit items, intangible assets and other items.
The Internal Revenue Service (the “Service”) is currently auditing the 2011-2014 consolidatedIRS completed its field examination of our U.S. federal income tax returns for the years 2011 through 2014 in the third quarter of 2020. As previously disclosed, the IRS has proposed to disallow for the 2014 taxable year the entirety of the Company.  Included in the auditdeduction of the 2014 return is the examination by the Service with respectapproximately $1.49 billion settlement payments made pursuant to the Settlement agreement deduction(as defined in Note 18, “Commitments and Contingencies”) and the related carry-backresulting reduction of our U.S. federal tax liability by approximately $525 million. The proposed disallowance is being reviewed by the IRS Independent Office of Appeals (“Appeals”). Although we
55

believe we have meritorious defenses to tax years 2004-2012. Thethe proposed disallowance, we have reached a tentative agreement to settle this matter with the IRS, which is subject to further review, approval and execution of a definitive agreement by both parties. There can be no assurance that a definitive agreement will be executed and we cannot predict the outcome of this matter or when it will be concluded. We have revised our uncertain tax position to reflect the examination may affecttentative agreement. On April 20, 2023, we deposited $175 million with the utilization of certain tax attributes and require us to return a portionIRS based on an estimate of the refund.federal tax and interest anticipated to be due associated with the tentative agreement and during the second quarter of 2023, the Company recorded an asset of $175 million in Advances and deposits on the Condensed Consolidated Balance Sheets. Our final settlement amount could differ from the $175 million deposited. Future developments in this matter could have a material impact on the Company's uncertain tax position balances and results of operations, including cash flows, within the next twelve months.
We have established valuation allowances to reduce our deferred tax assets to an amount that is more likely than not to be realized. Our ability to utilize our deferred tax assets depends in part upon our ability to carry backcarryback any losses created by the deduction of these temporary differences, the future income from existing temporary differences, and the ability to generate future taxable income within the respective jurisdictions during the periods in which these temporary differences reverse. If we are unable to generate sufficient future taxable income in the U.S. and certain foreign jurisdictions, or if there is a significant change in the time period within which the underlying temporary differences become taxable or deductible, we could be required to increase our valuation allowances against our deferred tax assets. Conversely, if we have sufficient future taxable income in jurisdictions where we have valuation allowances, we may be able to reversereduce those valuation allowances.
There was a negligibleno significant change in our valuation allowancesallowance for the three and nine months ended September 30, 2017.2023 and 2022.
Net increases in unrecognized tax positions of $4 million and $15 million for the three and nine months ended September 30, 2023, respectively, and $4 million and $13 million for the three and nine months ended September 30, 2022, respectively, were primarily related to interest accruals on existing uncertain tax positions. We are not currently able to reasonably estimate the amount by which the liability for unrecognized tax positions may increase or decrease during the next 12 months as a result of future tax controversy developments or resolution. Interest and penalties on tax assessments are included in incomeIncome tax expense.provision on our Condensed Consolidated Statements of Operations.
Net Earnings Available to Common Stockholders from Continuing Operations
Net earnings available to common stockholders for the three and nine months ended September 30, 2017 and 2016 are included in the table below.


  Three months ended September 30, % Nine months ended September 30, %
(In millions) 2017 2016 Change 2017 2016 Change
Net earnings available to common stockholders from continuing operations $62.4
 $63.8
 (2.2)% $37.8
 $141.1
 (73.2)%
Three Months Ended September 30, 2017 Compared With the Same Period of 2016
For the three months ended September 30, 2017, net income was unfavorably impacted by $24 million of special items, Net income was unfavorably impacted by special items expenses primarily due to restructuring and other restructuring associated costs of $9 million ($7 million, net of taxes) and losses related to sale of various businesses and property and equipment of $7 million ($5 million net of taxes).
For the three months ended September 30, 2016, net income included special items primarily related to restructuring and other associated costs related to our restructuring programs of $5 million ($4 million, net of taxes).
Nine Months Ended September 30, 2017 Compared With the Same Period of 2016
For the nine months ended September 30, 2017, net income was unfavorably impacted by $202 million of special items, including $145 million of tax expense recorded related to the sale of Diversey. In addition, net income was unfavorably impacted by special items expenses primarily related to charges related to the sale of Diversey of $34 million ($22 million net of taxes), restructuring and other restructuring associated costs of $23 million ($18 million, net of taxes) and losses related to sale of various businesses and property and equipment of $7 million ($5 million net of taxes).
For the nine months ended September 30, 2016, net income primarily included charges related ceasing operations in Venezuela of $47 million ($45 million, net of taxes), restructuring and other associated costs related to our restructuring programs of $14 million ($11 million, net of taxes) and losses from the sale of our European food trays business and other divestitures of $2 million ($2 million, net of taxes).

Net Earnings Available to Common Stockholders from Discontinued Operations
As a result of the definitive agreement to sell Diversey, the results of operations for Diversey are reported as discontinued operations in all periods presented. During the three and nine months ended September 30, 2017, we recorded a gain on the sale of Diversey of $699.3 million. Refer to Note 3, “Discontinued Operations,” of the Notes to Condensed Consolidated Financial Statements for additional information on Diversey. Net earnings available to common stockholders from discontinuedcontinuing operations for the three and nine months ended September 30, 20172023 and 20162022 are included in the table below.

Three Months Ended
September 30,		%Nine Months Ended
September 30,		%
(In millions)20232022Change20232022Change
Net earnings from continuing operations$57.6 $132.6 (56.6)%$214.4 $396.6 (45.9)%
  Three months ended September 30, % Nine months ended September 30, %
(In millions) 2017 2016 Change 2017 2016 Change
Earnings from discontinued operations before income tax provision (benefit) $37.8
 $55.0
 (31.3)% $139.3
 $142.3
 (2.1)%
Income tax provision (benefit) from discontinued operations 12.1
 (44.5) (127.2)% 28.0
 (31.9) (187.8)%
Net earnings from discontinued operations $25.7
 $99.5
   $111.3
 $174.2
  

Three Months Ended September 30, 2017Compared With2023 Compared with the Same Period of 2016in 2022

The sale of Diversey was completed on September 6, 2017, as a result, the majority of the discontinued operations activity took placeNet earnings in the first two months of the quarter. For the three months ended September 30, 2017, net earnings from discontinued operations2023 were negativelyunfavorably impacted by $12$54 million of tax expense. For the three months ended September 30, 2016,Special Items, primarily due to:
•restructuring and other restructuring associated costs of $44 million ($33 million, net earnings from discontinued operations were impacted favorably by $45 million primarilyof taxes);
•contract terminations related to the releasebusiness closure activity of reserves, favorable$15 million ($11 million, net of taxes);
•Liquibox intangible amortization of $7 million ($6 million, net of taxes); and
•foreign currency loss on highly inflationary economies of $5 million ($5 million, net of taxes).
Net earnings mix in jurisdictions with lower2022 were unfavorably impacted by $10 million of Special Items, primarily due to:
•one-time tax rates,expenses (“Tax Special Items”) of $4 million;
•restructuring and balance sheet adjustments.other restructuring associated costs of $2 million ($2 million, net of taxes); and
•foreign currency loss on highly inflationary economies of $2 million ($2 million, net of taxes).

56



Nine Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016

in 2022
For the nine months ended September 30, 2017,2023, net earnings from discontinued operations were negativelyunfavorably impacted by $28$120 million of Special Items. Special Items were primarily comprised of:
•restructuring and other restructuring associated costs of $44 million ($33 million, net of taxes);
•charges related to acquisition and divestiture activity of $25 million ($22 million, net of taxes);
•Liquibox intangible amortization of $20 million ($15 million, net of taxes);
•contract terminations related to business closure activity of $15 million ($11 million, net of taxes);
•$11 million of Tax Special Items, including accruals for uncertain tax positions and utilization of excess foreign tax credits;
•Liquibox inventory step-up expense driven by a change in the repatriation strategy of $11 million ($8 million, net of taxes); and
•foreign earnings partially offset by a favorable earnings mix. currency loss on highly inflationary economies of $11 million ($11 million, net of taxes).
For the nine months ended September 30, 2016,2022, net earnings from discontinued operations were favorablyunfavorably impacted by $32$63 million of Special Items. Special Items were primarily comprised of:
•$32 million ($24 million, net of taxes) impairment of an equity investment;
•$13 million of Tax Special Items, including accruals for open items subject to tax benefit, which was favorably impacted by discrete items related toaudits and nonrecurring intercompany dividend distributions;
•$13 million ($10 million, net of taxes) of restructuring and other restructuring associated costs in support of the repatriation strategy, the releaseReinvent SEE business transformation; and
•$11 million ($8 million, net of reservestaxes) loss on debt redemption and earnings mix.refinancing activities.

Adjusted EBITDA by Segment
The Company evaluates performance of the reportable segments based on the results of each segment. The performance metric used by the Company's chief operating decision maker to evaluate the performance of our reportable segments is Segment Adjusted EBITDA. We allocate and disclose depreciation and amortization expense to our segments, although property and equipment, net is not allocated to the segment assets, nor is depreciation and amortization are not included in the segment performance metric Segment Adjusted EBITDA. As of January 1, 2017 we modified our calculation of Adjusted EBITDA to exclude interest income. The impact in this modification was $2 million and $5 million for the three and nine months ended September 30, 2016, respectively. We also allocate and disclose restructuring and other charges and impairment of goodwill and other intangible assets by segment, although it isthese items are not included in the segment performance metric Segment Adjusted EBITDA since restructuring and other charges and impairment of goodwill and other intangible assets are categorized as special items.Special Items. The accounting policies of the reportable segments and Corporate are the same as those applied to the Condensed Consolidated Financial Statements.
See Note 4, “Segments,” of the Notes to Condensed Consolidated Financial Statements“Non-U.S. GAAP Information” for thea reconciliation of Non-U.S. GAAP Adjusted EBITDA to U.S. GAAP net earnings from continuing operations to non-U.S. GAAP Consolidated Adjusted EBITDA from continuing operations.
The table below sets forth the Segment Adjusted EBITDA for the three and other segment details.nine months ended September 30, 2023 and 2022.

Three Months Ended
September 30,		%Nine Months Ended
September 30,		%
(In millions)20232022Change20232022Change
Food$194.3 $185.3 4.9 %$580.1 $553.4 4.8 %
Adjusted EBITDA Margin21.7 %22.3 % 22.1 %22.6 % 
Protective95.0 109.5 (13.2)%271.3 363.2 (25.3)%
Adjusted EBITDA Margin19.5 %19.2 % 18.3 %20.3 % 
Corporate(4.6)(2.2)#(19.1)(3.6)#
Non-U.S. GAAP Consolidated Adjusted EBITDA$284.7 $292.6 (2.7)%$832.3 $913.0 (8.8)%
Adjusted EBITDA Margin20.6 %20.9 % 20.2 %21.6 % 
57

  Three Months Ended
September 30,		 % Nine Months Ended
September 30,		 %
(In millions) 2017 2016 Change 2017 2016 Change
Food Care $158.3
 $155.6
 1.7 % $446.0
 $440.7
 1.2 %
Adjusted EBITDA Margin 22.1% 23.0%  
 21.7% 22.3%  
Product Care 86.5
 88.0
 (1.7)% 237.7
 243.8
 (2.5)%
Adjusted EBITDA Margin 20.8% 22.6%  
 20.1% 21.6%  
Corporate(1)
 (28.0) (30.7) (8.8)% (88.7) (91.7) (3.3)%
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $216.8
 $212.9
 1.8 % $595.0
 $592.8
 0.4 %
Adjusted EBITDA Margin 19.2% 20.0%  
 18.4% 19.1%  
#    Denotes where percentage change is not meaningful.
(1)
Corporate includes costs previously allocated to the Diversey Care segment and food hygiene and cleaning business of our Food Care segment reported within discontinued operations of $3 million and $4 million for the three months ended September 30, 2017 and 2016, respectively, and $14 million and $10 million for the nine months ended September 30, 2017 and 2016, respectively.
The following is a discussion of the factors that contributed to the change in Segment Adjusted EBITDA by segment induring the three and nine months ended September 30, 2017 as compared with the prior period.
Food Care
Three Months Ended September 30, 2017 Compared With the Same Period of 2016
On a reported basis, Adjusted EBITDA increased $3 million in 20172023, as compared to the same period in 2016.2022.
Food
Three Months Ended September 30, 2023 Compared with the Same Period in 2022
On a reported currency basis, Segment Adjusted EBITDA increased by $9 million in 2023 compared to 2022. Segment Adjusted EBITDA was impacted by unfavorable foreign currency translation of $3 million. On a constant dollar basis, Segment Adjusted EBITDA increased by approximately $12 million, or 7%, in 2023 compared to 2022, primarily as a result of:
•contributions from the Liquibox acquisition of $17 million; and
•lower operating costs of $7 million primarily driven by productivity savings and lower incentive compensation.
These increases were partially offset by:
•lower volume/mix of $7 million; and
•unfavorable net price realization (which includes price realization less inflation on direct material, non-material and labor costs) of $5 million.
Nine Months Ended September 30, 2023 Compared with the Same Period in 2022
On a reported currency basis, Segment Adjusted EBITDA increased by $27 million in 2023 as compared to 2022. Segment Adjusted EBITDA was impacted by unfavorable foreign currency translation of $11 million. On a constant dollar basis, Segment Adjusted EBITDA increased by $38 million, or 7%, in 2023 compared to 2022, primarily as a result of:
•contributions from the Liquibox acquisition of $49 million; and
•lower operating costs of $9 million primarily driven by productivity savings and lower incentive compensation.
These increases were partially offset by:
•unfavorable net price realization of $18 million; and
•lower volume/mix of $2 million.
Protective
Three Months Ended September 30, 2023 Compared with the Same Period in 2022
On a reported currency basis, Segment Adjusted EBITDA decreased by $15 million in 2023 compared to 2022. Segment Adjusted EBITDA was impacted by favorable foreign currency translation of $2$1 million. On a constant dollar basis, Segment Adjusted EBITDA remained constantdecreased by $16 million, or 15%, in 20172023 compared with the same period in 2016to 2022, primarily due to the impactas a result of:
positive volume trends•the unfavorable impact from volume/mix of $12 million primarily reflecting improving protein trends and adoption of our advanced product portfolio.$31 million.
This decrease was partially offset by:
higher non-material manufacturing costs and direct•lower operating costs of $7$13 million including salaryprimarily driven by productivity savings and wage inflation;lower incentive compensation; and
unfavorable mix and price/cost spread•favorable net price realization of $6 million due to higher raw materials.

$2 million.

Nine Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016in 2022
On a reported currency basis, Segment Adjusted EBITDA increased $5decreased by $92 million in 20172023 as compared to the same period in 2016.2022. Segment Adjusted EBITDA was impacted by unfavorable foreign currency translation of $1 million. On a constant dollar basis, Adjusted EBITDA increased $4 million, or 1%, in 2017 compared with the same period in 2016 primarily due to the impact of:
positive volume trends of $30 million primarily reflecting improving protein trends and adoption of our advanced product portfolio; and
$3 million of restructuring savings.
These were partially offset by:
unfavorable mix and price/cost spread of $21 million; and
higher non-material manufacturing costs and direct costs of $9 million, including salary and wage inflation.
Product Care
Three Months Ended September 30, 2017 Compared With the Same Period of 2016
On a reported basis,Segment Adjusted EBITDA decreased $2by $91 million, or 25%, in 2017 as2023 compared to the same period in 2016. Adjusted EBITDA was impacted by favorable foreign currency translation of less than $1 million. On a constant dollar basis, Adjusted EBITDA decreased $2 million, or 3%, in 2017 compared with the same period in 20162022, primarily as a result of:
•the unfavorable price/cost spreadimpact from volume/mix of $10 million primarily due to higher raw material and freight costs; and
higher non-material manufacturing costs and direct costs of $2 million, including salary and wage inflation.
These were partially offset by:
positive volume trends of $10 million primarily due to ongoing strength in the e-Commerce and third party logistics markets.
Nine Months Ended September 30, 2017 Compared With the Same Period of 2016
On a reported basis, Adjusted EBITDA decreased $6 million in 2017 as compared to the same period in 2016. Adjusted EBITDA was impacted by unfavorable foreign currency translation of $2$129 million. On a constant dollar basis, Adjusted EBITDA decreased $4 million, or 2%, in 2017 compared with the same period in 2016 primarily as a result of:
unfavorable price/cost spread of $34 million primarily due to higher raw material and freight costs.
This decrease was partially offset by:
positive volume trends•lower operating costs of $29$27 million, primarily due to ongoing strength in the e-Commerceincluding lower incentive compensation; and third party logistics markets.
•favorable net price realization of $11 million.
58

Corporate
Three Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016in 2022

The decrease in Corporate expenses by $3 million or 9% on an asOn a reported basis, and constant dollar basisCorporate Adjusted EBITDA decreased by $2 million in the three months ended September 30, 20172023 compared towith the same period in 2016 reflected a decrease in costs that were previously allocated to Diversey of $1 million which were not included in net earnings from discontinued operations2022, driven by foreign currency losses and restructuring savings of $2 million.higher pension expense.
Nine Months Ended September 30, 20172023 Compared Withwith the Same Period of 2016in 2022

On a reported basis, Corporate expensesAdjusted EBITDA decreased by $3$16 million or 3% on an as reported basis and constant dollar basis in nine months ended September 30, 2017 as2023 compared with the same period in 2016. This was2022, primarily due to a decrease in the costs previously allocated to Diversey of $3 million.driven by foreign currency losses and higher pension expense.



Reconciliation of U.S. GAAP Net Earnings Available to Common Stockholders to Non-U.S. GAAP Total Company Adjusted EBITDA
See Note 4, “Segments,” of the Notes to Condensed Consolidated Financial Statements for other segment details. The following table shows the reconciliation of U.S. GAAP net earnings available to common stockholders to Non-U.S. GAAP Total Company Adjusted EBITDA:
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Net earnings from continuing operations $62.4
 $63.8
 $37.8
 $141.1
Interest expense (54.0)
 (49.6)
 (153.7)
 (151.4)
Interest income 4.9
 1.7
 10.3
 5.3
Income tax provision 43.7
 54.1
 236.5
 124.7
Depreciation and amortization(3)
 (42.7)
 (39.6)
 (116.3)
 (113.0)
Accelerated depreciation and amortization of fixed assets and intangible assets for Venezuelan subsidiaries(1)
 —
 0.1
 —
 0.8
Special Items:        
Restructuring and other charges(4)
 (6.2) (1.3) (9.2) (1.1)
Other restructuring associated costs included in cost of sales and selling, general and administrative expenses (2.9) (5.2) (12.7) (13.2)
SARs —
 0.3
 —
 (0.7)
Foreign currency exchange loss related to Venezuelan subsidiaries —
 —
 —
 (1.6)
Charges related to ceasing operations in Venezuela(1)
 —
 —
 —
 (47.3)
Gain (loss) on sale of North American foam trays and absorbent pads business and European food trays business 0.2
 —
 2.3
 (1.6)
(Loss) gain related to the sale of other businesses, investments and property, plant and equipment (6.9) 2.1
 (7.1) —
Charges incurred related to the sale of Diversey (13.7) —
 (47.6) —
Settlement/curtailment benefits related to retained Diversey retirement plans 13.5
 —
 13.5
 —
Other special items(2)
 (2.9) (3.5) (0.2) (3.2)
Pre-tax impact of Special items (18.9)
 (7.6)
 (61.0)
 (68.7)
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $216.8
 $212.9
 $595.0
 $592.8
(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.  Refer to Note 1 "Organization and Basis of Presentation," of the Notes to the Condensed Consolidated Financial Statement for further details.
(2)
For the three and nine months ended September 30, 2017, other special items primarily included transaction fees related to various divestitures and acquisitions. Other special items for the three and nine months ended September 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)
Depreciation and amortization by segment is as follows:
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Food Care $26.4
 $23.1
 $75.8
 $68.3
Product Care 11.7
 9.6
 34.2
 28.6
Corporate 4.6
 6.9
 6.3
 16.1
Total Company depreciation and amortization(1)
 $42.7
 $39.6
 $116.3
 $113.0


(1)
Includes share-based incentive compensation of $12 million and $31 million for the three and nine months ended September 30, 2017, respectively, and $12 million and $38 million for the three and nine months ended September 30, 2016, respectively.

(4)
Restructuring and other charges by segment were as follows:
  Three Months Ended
September 30,		 Nine Months Ended
September 30,
(In millions) 2017 2016 2017 2016
Food Care $3.9
 $0.8
 $5.8
 $0.7
Product Care 2.3
 0.5
 3.4
 0.4
Total Company restructuring and other charges(1)
 $6.2
 $1.3
 $9.2
 $1.1

(1)
For the nine months ended September 30, 2016 restructuring and other charges excludes $0.3 million related to severance and termination benefits for employees in our Venezuelan subsidiaries.

Liquidity and Capital Resources
Principal Sources of Liquidity
Our primary sources of cash are the collection of trade receivables generated from the sales of our products and services to our customers and amounts available under our existing lines of credit, including our Amended Credit Facility, andsenior secured credit facility, our accounts receivable securitization programs.programs and access to the capital markets. Our primary uses of cash are payments for operating expenses, investments in working capital, capital expenditures, interest, taxes, stock repurchases, dividends, share repurchases, debt obligations, restructuring expenses and other long-term liabilities. We believe that our current liquidity position and future cash flows from operations will enable us to fund our operations, including all of the items mentioned above, in the next twelve months. We may seek to access the capital markets as we deem appropriate, market conditions permitting.
As of September 30, 2017,2023, we had cash and cash equivalents of $1.3 billion,$281 million, of which approximately $432$237 million, or 33%84%, was located outside of the U.S. As of September 30, 2017, we did not have any cash trapped outside of the U.S. OurWe believe our U.S. cash balances and committed liquidity facilities available to U.S. borrowers wereare sufficient to fund our U.S. operating requirements and capital expenditures, current debt obligations and dividends. The Company does not expect that, in the near term, cash located outside of the U.S. will be needed to satisfy itsour obligations, dividends and other demands for cash in the U.S. Of the cash balances located outside of the U.S., approximately $8 million are in the Company's subsidiaries in Russia and Ukraine. We have no other material cash balances deemed to be trapped as of September 30, 2023.
Cash and Cash Equivalents
The following table summarizes our accumulated cash and cash equivalents:
     
(In millions) September 30, 2017 December 31, 2016
Cash and cash equivalents $1,304.7
 $333.7
 
(In millions)September 30, 2023December 31, 2022
Cash and cash equivalents$281.3 $456.1 
See “Analysis of Historical Cash Flows”Flow” below.
Accounts Receivable Securitization Programs
At September 30, 20172023, we had $154total availability of $135 million and total outstanding borrowings of $133 million under our U.S. and European accounts receivable securitization programs. At December 31, 2022, we had $135 million available to us under the U.S. and European programs of which we had no amounts outstanding as of September 30, 2017. At December 31, 2016, we had $188 million available to us under the programs of which we had no amounts outstanding. See Note 8, “Accounts Receivable Securitization Programs,” of the Notes to Condensed Consolidated Financial for information concerning these programs.
Lines of Credit
We have a $700 million revolving credit facility. At September 30, 2017 and December 31, 2016, we had no outstanding borrowings under the facility.such programs.
Our trade receivable securitization programs represent borrowings secured by outstanding customer receivables. Therefore, the use and repayment of borrowings under such programs are classified as financing activities in our Condensed Consolidated Statements of Cash Flows. We do not recognize the cash flow within operating activities until the underlying invoices have been paid by our customer. The trade receivables that served as collateral for these borrowings are reclassified from Trade receivables, net to Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. See Note 10, “Debt and Credit Facilities,“Accounts Receivable Securitization Programs,” of the Notes to Condensed Consolidated Financial for further details.

Accounts Receivable Factoring Agreements

We account for our participation in our customers' supply chain financing arrangements and our trade receivable factoring program in accordance with ASC Topic 860, which allows the ownership transfer of accounts receivable to qualify for sale treatment when the appropriate criteria are met. As such, the Company excludes the balances sold under such programs from
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Trade receivables, net on the Condensed Consolidated Balance Sheets. We recognize cash flow from operating activities at the point the receivables are sold under such programs. See Note 11, “Accounts Receivable Factoring Agreements,” for further details.
Gross amounts received under these programs for the nine months ended September 30, 2023 were $564 million, of which $173 million was received in the third quarter. Gross amounts received under these programs for the nine months ended September 30, 2022 were $498 million, of which $144 million was received in the third quarter. If these programs had not been in effect for the nine months ended September 30, 2023, we would have been required to collect the invoice amounts directly from the relevant customers in accordance with the agreed payment terms. Approximately $132 million in incremental trade receivables would have been outstanding at September 30, 2023 if collection on such invoice amounts were made directly from our customers on the invoice due date and not through our customers' supply chain financing arrangements or our factoring program.
Lines of Credit
At September 30, 2023 and December 31, 2022, we had a $1.0 billion revolving credit facility, with $985 million available to us, before utilization, as part of our senior secured credit facility. We had $75 million and no outstanding borrowings under the facility at September 30, 2023 and December 31, 2022, respectively. There was $41$4 million and $83$7 million outstanding under various lines of credit extended to our subsidiaries at September 30, 20172023 and December 31, 2016,2022, respectively. See Note 10,13, “Debt and Credit Facilities,” of the Notes to Condensed Consolidated Financial Statements for further details.
Covenants
At September 30, 2017,2023, we were in compliance with our financial covenants and limitations, as discussed in “Covenants” ofwithin Note 10,13, “Debt and Credit Facilities”,Facilities,” which require us, among other things, to maintain a maximum leverage ratio of debt to EBITDA of 5.00 to 1.00 when following the consummation of a material acquisition. In accordance with the terms of the NotesFourth Amended and Restated Credit Agreement, our leverage ratio of debt to Condensed Consolidated Financial StatementsEBITDA will reduce to 4.50 to 1.00 in the second quarter of 2024. At September 30, 2023, as calculated under the covenant, our leverage ratio was 3.74 to 1.00. We expect to be in continued compliance with our debt covenants, including the covenant leverage ratio, over the next 12 months.
Supply Chain Financing Programs
As part of our ongoing efforts to manage our working capital and improve our cash flow, we work with suppliers to optimize our purchasing terms and conditions, including extending payment terms. We also facilitate a voluntary supply chain financing program to provide some of our suppliers with the opportunity to sell receivables due from us (our accounts payables) to participating financial institutions at the sole discretion of both the suppliers and the financial institutions.
At September 30, 2023 and December 31, 2022, our accounts payable balances included $157 million and $140 million, respectively, related to invoices from suppliers participating in the program. The cumulative amounts settled through the supply chain financing program for the nine months ended September 30, 2023 were $265 million, compared to $351 million for the nine months ended September 30, 2022. The program did not significantly impact our cash flow from operating activities or free cash flow for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. See Note 2, "Recently Adopted and Issued Accounting Standards" for further details.
Debt Ratings
Our cost of capital and ability to obtain external financing may be affected by our debt ratings, which the credit rating agencies review periodically. Below is a table that details our credit ratings by the various types of debt by rating agency.
Moody’s Investors
Service		Standard
& Poor’s
Corporate RatingBa1BB+
Senior Unsecured RatingBa2BB+
Senior Secured RatingBaa2BBB-
Outlook
Moody’s Investor
Services
Negative
Standard
& Poor’s
Corporate RatingBa2BB+
Senior Unsecured RatingBa3BB+
Senior Secured Credit Facility RatingBaa3BBB-
OutlookStableStable
In September 2023, Moody's Investors Service changed our Outlook from Stable to Negative.
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These credit ratings are considered to be below investment grade (with the exception of the Baa3Baa2 and BBB- Senior Secured Credit Facility Rating from Moody’s Investor ServicesInvestors Service and Standard & Poor’s, respectively, which are classified as investment grade). If our credit ratings are downgraded, there could be a negative impact on our ability to access capital markets and borrowing costs could increase. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organization. Each rating should be evaluated independently of any other rating.

Outstanding Indebtedness
At September 30, 20172023 and December 31, 2016,2022, our total debt outstanding and our non-U.S. GAAP net debt consisted of the amounts set forth in the following table.
     
(In millions) September 30, 2017 December 31, 2016
Short-term borrowings $84.0
 $83.0
Current portion of long-term debt 2.0
 297.0
Total current debt 86.0
 380.0
Total long-term debt, less current portion(1)
 3,219.4
 3,762.6
Total debt 3,305.4
 4,142.6
Less: Cash and Cash equivalents (1,304.7) (333.7)
Net Debt $2,000.7
 $3,808.9
(In millions)September 30, 2023December 31, 2022
Short-term borrowings$211.6 $6.6 
Current portion of long-term debt28.1 434.0 
Total current debt239.7 440.6 
Total long-term debt, less current portion(1)
4,630.9 3,237.9 
Total debt4,870.6 3,678.5 
Less: Cash and cash equivalents(281.3)(456.1)
Non-U.S. GAAP net debt$4,589.3 $3,222.4 
(1)
Amounts are net of unamortized discounts and debt issuance costs of $31 million as September 30, 2017 and $36 million as of December 31, 2016.

(1)Amounts are net of unamortized discounts and debt issuance costs of $36 million and $19 million at September 30, 2023 and December 31, 2022, respectively. See Note 10,13, “Debt and Credit Facilities,” of the Notes to Condensed Consolidated Financial for further details.
Analysis of Historical Cash Flow
The following table shows the changes in our Condensed Consolidated StatementStatements of Cash Flows infor the nine months ended September 30, 20172023 and 2016.2022.


  Nine months ended September 30,
(In millions) 2017 2016
Net cash provided by operating activities $332.5
 $468.4
Net cash provided by (used in) investing activities 1,904.4
 (230.7)
Net cash used in financing activities (1,247.0) (249.5)
Effect of foreign currency exchange rate changes on cash  and cash equivalents (18.9) (15.9)

Nine Months Ended
September 30,
(In millions)20232022Change
Net cash provided by operating activities$192.5 $320.8 $(128.3)
Net cash used in investing activities(1,326.0)(183.8)(1,142.2)
Net cash provided by (used in) financing activities974.2 (419.0)1,393.2 
Effect of foreign currency exchange rate changes on cash and cash equivalents(15.5)(30.2)14.7 
In addition to net cash provided byfrom operating activities, we use free cash flow as a useful measure of performance and as an indication of the strength and ability of our operations to generate cash. We define free cash flow as cash provided by operating activities less capital expenditures (which is classified as an investing activity). Free cash flow is not defined under U.S. GAAP. Therefore, free cash flow should not be considered a substitute for net income or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. Free cash flow does not represent residual cash available for discretionary expenditures, includingas certain debt servicing requirements or other non-discretionary expenditures that are not deducted from this measure. We historically have generated the majority of our annual free cash flow in the second half of the year. Below are the details of non-U.S. GAAP free cash flow for the nine months ended September 30, 20172023 and 2016.2022.
Nine Months Ended
September 30,
(In millions)20232022Change
Cash flow provided by operating activities$192.5 $320.8 $(128.3)
Capital expenditures(185.0)(183.5)(1.5)
Non-U.S. GAAP free cash flow$7.5 $137.3 $(129.8)
  Nine months ended September 30,  
(In millions) 2017 2016 Change
Cash flow provided by operating activities $332.5
 $468.4
 $(135.9)
Capital expenditures (126.5) (190.2) 63.7
Free cash flow(1)
 $206.0
 $278.2
 $(72.2)
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(1)
Free cash flow was $267 million in 2017 excluding the payment of charges related to the sale of Diversey of $61 million.

Net Cash Provided by Operating Activities
Nine Months Ended September 30, 20172023Compared with the Same Period in 2022
Net cash provided by operating activities of $333was $193 million in the nine months ended September 30, 20172023, compared to $321 million in 2022. The decrease in cash flow from operating activities was primarily attributable to:
$848driven by the $175 million tax deposit related to a tentative agreement to settle with the IRS that was made in the second quarter of net2023 and lower earnings which included a reduction of $333 million of non-cashand adjustments to reconcile net earnings to net cash provided by operating activities including $699 million gain on the sale of Diversey, partially offset by adjustments for deferred taxes, depreciation and amortization, share-based incentive compensation expenses and profit sharing expenses.
This was partially offset by:
$130 million of changes("non-cash adjustments") recorded in other liabilities and assets. This activity primarily reflects the timing of certain annual incentive compensation payments, reduction in restructuring activities due2023 compared to the completion of programs as well as an increasesame period in leased assets; and
$53 million of changes in operating assets and liabilities, as2022. Net earnings plus non-cash adjustments was a result of an increase in trade receivables and inventory partially offset by an increase in accounts payable. This activity reflects the timing of inventory purchases offset by the related paymentssource of cash and the seasonality of sales and collections.
Nine Months Ended September 30, 2016
Net cash provided by operating activities of $468$497 million in the nine months ended September 30, 20162023 compared to $662 million in 2022.
Other assets and liabilities unfavorably impacted cash flow by $45 million compared to 2022. This was primarily attributable to:due to the impact of incentive compensation, including higher cash payments made during the first quarter 2023, as compared to the prior year, coupled with a lower accrual as of September 30, 2023, as compared to the prior year.
$315 million of net earnings, which included $310 million of non-cash adjustments to reconcile net earnings toThis was partially offset by higher net cash provided by our working capital accounts (inventories, trade receivables and accounts payable), which was $296 million favorable in 2023 compared to 2022. There was a lower use of cash for inventory of $349 million compared to 2022, primarily due to planned stock build in 2022 compared to inventory reduction efforts in 2023. The impact of trade receivables on cash flow from operating activities including adjustments for depreciation and amortization, share-based incentive compensation expenses and the reclassificationwas $84 million favorable compared to 2022, as a result of the cumulative translation adjustment related to the Company’s decision to cease its operations in Venezuela.


These were partially offset by:
$138 millionyear over year impact of changes in other liabilitiesour accounts receivable factoring program and assets. This activity primarily reflects the timing of certain annual incentive compensation payments, changes in restructuring liabilities as well as an increase in leased assets; and

$19 millioncollections from our customers. The favorable cash flow impact of changes in operating assets and liabilities, primarily reflecting an increase in trade receivables and inventory was partially offset by an increase in accounts payable. This activity reflectspayable, which was unfavorable by $138 million compared to 2022, primarily due to lower purchases related to the timing ofcurrent year inventory purchasesreduction efforts and the related payments of cash and the seasonality oflower sales and collections.volume.
Net Cash Provided by (Used in) Investing Activities
Nine Months Ended September 30, 2017
Net cash provided by investing activities of $1.9 billion2023Compared with the Same Period in the nine months ended September 30, 2017 primarily consisted of the following:
impact from on the sale of Diversey of $2.1 billion, net of repurchases of debt of $777 million; and
$4 million related to the sale of businesses and property and equipment.
These were partially offset by:
capital expenditures of $127 million;
$25 million related to business acquisitions; and
$1 million related to settlements of foreign currency forward contracts.
Nine Months Ended September 30, 20162022
Net cash used in investing activities of $231was $1,326 million in 2023 compared to a use of $184 million in 2022.
The increase in net cash used in investing activities was primarily due to acquisition activities of $1,163 million. During the nine months ended September 30, 2016 primarily consistedfirst quarter of 2023, we completed the following:acquisition of Liquibox for $1,148 million, net of cash acquired, and during the second quarter of 2023, we had additional acquisition activity of $15 million. See Note 5, "Acquisitions," for further details.
capital expenditures of $190 million;
$43 million related to settlementsAdditionally, the settlement of foreign currency forward contracts;contracts generated $15 million in 2023 as compared to $3 million in 2022.
Proceeds received from the disposal of property and
$6 equipment was $7 million relatedlower in 2023 as compared to business acquisitions.
These were partially offset by:
$8 million related2022, primarily due to net proceeds in the sale of business and property and equipment.land in the UK in the prior year.
Net Cash Used in Financing Activities
Nine Months Ended September 30, 20172023 Compared with the Same Period in 2022
Net cash used inprovided by financing activities was $974 million in 2023, compared to a use of $1.2 billion$419 million in 2022. During the nine months ended September 30, 2017was2023, the increase in cash flows from financing activities were primarily due to debt related activities, which generated $1,171 million of cash in 2023, including the following:
repurchasesissuance of common stock$775 million 6.125% Senior Notes due 2028, less $12 million in capitalized issuance costs, $650 million of $757 million;
payments ofproceeds from Term Loan A due 2027, less $11 million in July 2017capitalized issuance costs and $207 million of $250 million and $98 million for the Brazilian tranche of Term Loan A;
payments of quarterly dividends of $92 million; and
acquisition of common stock for tax withholding obligations relating to stock-based compensation of $22 million.
These factors werenet proceeds from short-term borrowings, partially offset by:by the extinguishment of 4.500% Senior Notes due 2023, resulting in cash outflow of $437 million (including the early payment premium of $5 million).
proceeds from the termination of our cross-currency swap of $17 million.




Nine Months Ended September 30, 2016
NetIn addition, cash used in financing activities of $250for share repurchases was $80 million, compared to $280 million in the prior year.
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Changes in Working Capital
(In millions)September 30, 2023December 31, 2022Change
Working capital (current assets less current liabilities)$402.9 $35.0 $367.9 
Current ratio (current assets divided by current liabilities)1.2x1.0x
Quick ratio (current assets, less inventories divided by current liabilities)0.7x0.6x
The $368 million, or 1,051%, increase in working capital during the nine months ended September 30, 20162023 was primarily due the following:
•decrease in current portion of long-term debt of $406 million, primarily due to the following:repurchase of $426 million 4.500% Senior Notes due September 2023;
repurchases•increase in advances and deposits of common stock$186 million, primarily related to the IRS tax deposit;
•increase in prepaid expenses and other current assets of $217 million;$138 million, primarily related to the reclassification of trade receivables that serve as collateral for borrowings in our accounts receivable securitization programs;
payments•decrease in accounts payable of quarterly dividends of $90 million;
acquisition of common stock for tax withholding obligations relating to stock-based compensation of $23$120 million; and
payments•decrease in other current liabilities of Term Loan A$54 million, reflecting the payment of $13 million.performance-based compensation and profit sharing in the first quarter 2023, offset by current year accruals, as well as lower volume rebate accruals.
These factorsThe increases in working capital were partially offset by:
increases•increase in short-term borrowings under our revolving credit facility, local lines of credit and accounts receivable securitization programs of $86$205 million; and
proceeds received from the settlement of cross currency swaps of $6 million.

Changes in Working Capital
(In millions) September 30, 2017 December 31, 2016 Change
Working capital (current assets less current liabilities) $1,058.8
 $96.3
 $962.5
Current ratio (current assets divided by current liabilities) 1.7x
 1.0x
  
Quick ratio (current assets, less inventories divided by current liabilities) 1.3x
 0.8x
  
The $963 million, or 999.5%, increase in working capital reflected:
an increase•decrease in cash and cash equivalentequivalents of $971$175 million;
•decrease in trade receivables, net of $113 million, primarily due to the reclassification to prepaid expenses and other current assets related to the cash received as part of sale of Diversey;our accounts receivable securitization programs; and
a •decrease in the current portioninventories, net of debt of $295$32 million, due to principal payments of Term Loan A dueinventory reduction efforts in 2017 of $250 million and the Brazilian tranche of Term Loan A for $96 million;
an increase in trade receivables consistent with higher net sales in the end of the third quarter; and
an increase in inventory to support higher anticipated sales in the fourth quarter.
These were partially offset by:
an increase in accounts payable consistent with the increase in inventories, continuing initiatives for longer payment terms and retained Diversey payables which the Company was reimbursed for as part of the sale of Diversey; and
a decrease in current assets held for sale of $804 million2023, partially offset by a decreaseinventory acquired in liabilities held for sale of $680 million as the sale of Diversey was completed on September 6, 2017.Liquibox acquisition.
Changes in Stockholders’ Equity
The $151$64 million, or 25%19%, increase in stockholders’ equity in the nine months ended September 30, 20172023 was primarily due to the following:
•net earnings of $848$218 million;
an increase•stock issued for profit sharing contribution paid in net unrecognizedstock of $24 million;
•the effect of share-based incentive compensation of $12 million, including the impact of share-based compensation expense and netting of shares to cover the employee tax withholding amounts; and
•the recognition of pension items within Accumulated Other Comprehensive Loss of $180 million as a result of the transfer of pension plans as part of the sale of Diversey; and
cumulative translation adjustment of $5$3 million.
These increases were partially offset by:
a net increase in shares held in treasury of $677 million and decrease in additional paid in capital of $41 million due to the repurchase of common stock;


•dividends paid and accrued on our common stock and dividend equivalent accruals related to unvested equity awards of $92$87 million;
•repurchases of 1,529,575 shares of our common stock for $80 million, including commissions paid (See Note 19, “Stockholders’ Equity,” for further details);
•cumulative translation adjustment loss of $17 million; and
•unrealized losses on derivative instruments of $72$8 million.
We repurchased approximately 15.5 million shares of our common stock in the nine months ended September 30, 2017 for $677 million. See Note 16, “Stockholders’ Equity,” of the Notes to Condensed Consolidated Financial Statements for further details.
Derivative Financial Instruments
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Interest Rate Swaps
The information set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q in Note 11,14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements under the caption “Interest Rate Swaps” is incorporated herein by reference.
Interest Rate and Currency Swaps
The information set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q in Note 11, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements under the caption “Interest Rate and Currency Swaps” is incorporated herein by reference.
Net Investment Hedge
The information set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q in Note 11,14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements under the caption “Net Investment Hedge” is incorporated herein by reference.
Other Derivative Instruments
The information set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q in Note 11,14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements under the caption “Other Derivative Instruments” is incorporated herein by reference.
Foreign Currency Forward Contracts
At September 30, 2017,2023, we were party to foreign currency forward contracts, which did not have a significant impact on our liquidity.
The information set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q in Note 11,14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements under the caption “Foreign Currency Forward Contracts” Designated as Cash Flow Hedges” and “Foreign Currency Forward Contracts Not Designated as Hedges” is incorporated herein by reference. For further discussion about these contracts and other financial instruments, see Part I, Item 3, “Quantitative and Qualitative Disclosures aboutAbout Market Risk.”
Recently Issued Statements of Financial Accounting Standards, Accounting Guidance and Disclosure Requirements
We are subject to numerous recently issued statements of financial accounting standards, accounting guidance and disclosure requirements. Note 2, “Recently Adopted and Issued Accounting Standards,” of the Notes to Condensed Consolidated Financial StatementsStandards” which is contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, describes these new accounting standards and is incorporated herein by reference.
Critical Accounting Policies and Estimates
There have been no material changes in our critical accounting policies and estimates from those disclosed in our 20162022 Form 10-K. For a discussion of our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in Part II, Item 7 of our 20162022 Form 10-K, which information is incorporated herein by reference.10-K.





Item 3.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in the conditions in the global financial markets, interest rates, foreign currency exchange rates and commodity prices and the creditworthiness of our customers and suppliers, which may adversely affect our Condensed Consolidated Financial Conditionconsolidated financial condition and Resultsresults of Operations.operations. We seek to minimize these risks through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for trading purposes.
Interest Rates
From time to time, we may use interest rate swaps, collars or options to manage our exposure to fluctuations in interest rates.
At September 30, 2017,2023, we had no outstanding interest rate swaps, collars or options.
The information set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q in Note 11,14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements under the caption “Interest Rate Swaps,” is incorporated herein by reference.
See Note 12,15, “Fair Value Measurements, Equity Investments and Other Financial Instruments,” of the Notes to Condensed Consolidated Financial Statements for details of the methodology and inputs used to determine the fair value of our fixed rate debt. The fair value of our fixed rate debt varies with changes in
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interest rates. Generally, the fair value of fixed rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical 10% increase in interest rates would result in a decrease of $74$82 million in the fair value of the total debt balance at September 30, 2017.2023. These changes in the fair value of our fixed rate debt do not alter our obligations to repay the outstanding principal amount or any related interest of such debt.
Foreign Exchange Rates
Operations
As a large global organization, we face exposure to changes in foreign currency exchange rates. These exposures may change over time as business practices evolve and could materially impact our Condensed Consolidated Financial Conditionconsolidated financial condition and Resultsresults of Operationsoperations in the future. See Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations,” above for the impacts that foreign currency translation had on our operations.
VenezuelaArgentina
Economic and political events in Venezuela have exposed us to heightened levels of foreign currency exchange risk.  See Note 1, “Organization and Basis of Presentation – Impact of Inflation and Currency Fluctuation” of the Notes to Condensed Consolidated Financial Statements for additional details.
Argentina
Recent economic events in Argentina, including the default on some of its international debt obligations, which have subsequently been renegotiated, exposed us to heightened levels of foreign currency exchange risks. Despite some recent debt restructuring, fluctuations in foreign exchange rates on the Argentine Peso continue to impact our financial results. As of July 1, 2018, Argentina was designated as a highly inflationary economy. We recognized a net foreign currency exchange loss of $5 million and $11 million in the three and nine months ended September 30, 2023, respectively, and $2 million and $6 million in the three and nine months ended September 30, 2022, respectively, within Other expense, net on the Condensed Consolidated Statements of Operations, related to the designation of Argentina as a highly inflationary economy under U.S. GAAP. See Note 1, "Organization and Basis of Presentation," for additional information. As of September 30, 2023, approximately 1% of our consolidated net sales were derived from our products sold in Argentina and our net assets include $11 million of cash and cash equivalents domiciled in Argentina. Also, as of September 30, 2023, our Argentina subsidiaries had cumulative translation losses of $22 million.

Russia
Recent fluctuations of the ruble have exposed us to heightened levels of foreign currency exchange risks. However, as of September 30, 2017, we do not anticipate these events will have a material impact on our 2017 results of operations. For the three and nine months ended September 30, 2017, approximately 1% of our consolidated net sales and operating income were derived from our businesses in Argentina. For the three and nine months ended September 30, 2017, we had net assets of $9 million (including $7 million of cash and cash equivalents) in Argentina. Also, as of September 30, 2017, our Argentina subsidiaries had a negative cumulative translation adjustment balance of $20 million.
Russia
The U.S. and the European Union (EU) have recently imposed sanctions on various sectors of the Russian economy and on transactions with certain Russian nationals and entities.  Russia has also announced economic sanctions against the U.S. and other nations that include a ban on imports of certain products.  These sanctions are not expected to have a material impact on our business as much of the operations in Russia support local production; however they may limit the amount of future business the Company does with customers involved in activities in Russia.  However, as of September 30, 2017, we do not anticipate these events will have a material impact to our 2017 result of operations. As of September 30, 2017,2023, approximately 2% of our consolidated net sales were derived from products sold into Russia. As of September 30, 2017, we had net assets of


$51 million (including $8 million of cash and cash equivalents) in Russia. Also, as of September 30, 2017, our Russian subsidiaries had a negative cumulative translation adjustment balance of $24 million.
Greece
Recent economic events in Greece, including missing payment to the International Monetary Fund and the uncertainties relating to the ability of Greece to remain in the European Monetary Union may require us to tighten credit controls that will have adverse impact on our sales and bad debt expense. However, as of September 30, 2017, we do not anticipate these events will have a material impact on our 2017 results of operations. As of September 30, 2017, less than 1% of our consolidated net sales were derived from products sold into Greece. As of September 30, 2017, we had net assets of $7 million (including $4in Russia. Assets include $5 million of cash and cash equivalents)equivalents domiciled in Greece.Russia. Also, as of September 30, 2017,2023, our Greece subsidiariesRussia subsidiary had a positive cumulative translation adjustment balancelosses of less than $1$50 million.
Brazil
Recent economic events in Brazil, including the increasechanges in the benchmark interest rate set by the Brazilian Central Bank, have exposed us to heightened levels of foreign currency exchange risks. However, as of September 30, 2017,2023, we do not anticipate these events will have a material impact on our 20172023 results of operations. As of September 30, 2017,2023, approximately 3% of our consolidated net sales were derived from products sold into Brazil. As of September 30, 2017, we hadin Brazil and net assets of $96 million (including $5include $22 million of cash and cash equivalents)equivalents domiciled in Brazil. Also, as of September 30, 2017,2023, our Brazil subsidiaries had a negative cumulative translation adjustment balancelosses of $26$62 million.
United Kingdom
Recent economic events in United Kingdom, including their intention to exit from the European Union may require us to tighten credit controls that will have adverse impact on our sales and bad debt expense. However, as of September 30, 2017, we do not anticipate these events will have a material impact on our 2017 results of operations. As of September 30, 2017, 4% of our consolidated net sales were derived from products sold into the United Kingdom. As of September 30, 2017, we had net assets of $257 million (including $2 million of cash and cash equivalents) in the United Kingdom. Also, as of September 30, 2017, our United Kingdom subsidiaries had a negative cumulative translation adjustment balance of $20 million.
Impact of Inflation and Currency Fluctuation
Economic and political events in certain countries have exposed us to heightened levels of inflation and foreign currency exchange risks.  The effects of these could impact our financial condition and results of operations.  See Note 1, “Organization and Basis of Presentation – Impact of Inflation and Currency Fluctuation” of the Notes to Condensed Consolidated Financial Statements for details regarding the impact of inflation and currency fluctuation.  Also, for a discussion of our risk factors, please refer to Part II, Item 1A, “Risk Factors.”
Foreign Currency Forward Contracts
We use foreign currency forward contracts to fix the amounts payable or receivable on some transactions denominated in foreign currencies. A hypothetical 10% adverse change in foreign exchange rates at September 30, 20172023 would have caused us to pay approximately $173$46 million to terminate these contracts. Based on our overall foreign exchange exposure, we estimate this change would not materially affect our financial position and liquidity. The effect on our results of operations would be substantially offset by the impact of the hedged items.
Our foreign currency forward contracts are described in Note 11,14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q which is incorporated herein by reference.
Interest Rate and Currency Swaps
In 2014, in connection with exercising the $100 million delayed draw under the senior secured credit facility, we entered into a series of interest rate and currency swaps in a notional amount of $100 million.  On September 30, 2016, the first $20 million swap contract matured and was settled. As a result of the settlement, the Company received $4.9 million. For the nine months ended September 30, 2017, settlement payments were made in the amount of $3 million. In July 2017, we prepaid the Brazilian tranche of our Term Loan A facility due in July 2019 in the amount of $96 million in connection with the anticipated Diversey transaction. In anticipation of this loan prepayment, we terminated all the swaps used to convert the related U.S.


dollar-denominated variable rate obligation into a fixed Brazilian real-denominated obligation. The related activity has been classified as net earnings from discontinued operations, net of tax on the Condensed Consolidated Statement of Operations.
Net Investment Hedge
During
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In February 2023, the second quarter of 2015, we entered into a series of foreign currency exchange forwards totaling €270 million.  These foreign currency exchange forwards hedged a portion of the net investment in a certain European subsidiary against fluctuations in foreign exchange rates and expired in June 2015.  The loss of $4 million ($2 million after tax) is recorded in AOCI on our Condensed Consolidated Balance Sheet.
The €400.0 million 4.50%4.500% senior notes issued in June 2015 arethat were previously designated as a net investment hedge, hedging a portion of our net investment in a certain European subsidiary against fluctuations in foreign exchange rates. The change in the fair value of the debt was $22 million ($13 million net of taxes) as of September 30, 2017 and is reflected in long-term debt on our Condensed Consolidated Balance Sheet.  rates, were repaid.
In March 2015,the first quarter of 2023, we entered into a series of cross-currency swaps with a combined notional amount of $425 million, hedging a portion$433 million. Each of these cross-currency swaps were designated as net investment hedges of the Company's foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a certain European subsidiary against fluctuations in foreign exchange rates. Asfixed rate of Euro-based interest and receives a resultfixed rate of U.S. dollar interest. The Company has elected the salespot method for assessing the effectiveness of Diversey, we terminated these contracts. The maturity date for this series of cross-currency swaps in September 2017.is February 1, 2028. The fair value of this hedge as of September 30, 2023 was a $3 million loss and is included within Other non-current liabilities on our Condensed Consolidated Balance Sheets. For the swapsthree and nine months ended September 30, 2023, we recorded less than $1 million and $2 million of interest income related to these contracts, respectively, which is reflected in Interest expense, net on the dateCondensed Consolidated Statements of termination was a liability of $62 million which was partially offset by semi-annual interest settlements of $18 million. This resulted in a net impact of $(44) million which is recorded in AOCI.Operations.
For derivative instruments that are designated and qualify as hedges of net investments in foreign operations, settlements and changes in fair values of the derivative instruments are recognized in unrealized net gains or loss(losses) on derivative instruments for net investment hedge, a component of accumulated other comprehensive loss,AOCL, net of taxes, to offset the changes in the values of the net investments being hedged. Any portion of the net investment hedge that is determined to be ineffective is recorded in other (expense) income,Other expense, net on the Condensed Consolidated Statements of Operations.
Other Derivative Instruments
We may use other derivative instruments from time to time to manage exposure to foreign exchange rates and to access to international financing transactions. These instruments can potentially limit foreign exchange exposure by swapping borrowings denominated in one currency for borrowings denominated in another currency.
Outstanding Debt
Our outstanding debt is generally denominated in the functional currency of the borrower or in euros as is the case with the issuance of €400 million of 4.50% senior notes due 2023.borrower. We believe that this enables us to better match operating cash flows with debt service requirements and to better match the currency of assets and liabilities. The U.S. dollar equivalent amount of outstanding debt denominated in a functional currency other than the U.S. dollar was $552$121 million and $467 million at September 30, 20172023 and $875 million at December 31, 2016.2022, respectively.
Customer Credit
We are exposed to credit risk from our customers. In the normal course of business, we extend credit to our customers if they satisfy pre-defined credit criteria. We maintain an allowance for doubtful accountscredit losses on trade receivables for estimated losses resulting from the failure of our customers to make required payments. An additional allowance may be required if the financial condition of our customers deteriorates. The allowance for doubtful accounts is maintained at a level that management assesses to be appropriate to absorb estimated losses in the accounts receivable portfolio.
Our customers may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. Our provision for bad debt expense was less than $1 million for the three and nine months ended September 30, 2017.  The provision for the three and nine months ended September 30, 2016 was less than $1 million. The allowance for doubtful accounts was $7 million at September 30, 2017 and $8 million at December 31, 2016.
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Item 4.
Item 4.Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that our employees accumulate this information and communicate it to our management, including our ChiefInterim Co-Chief Executive OfficerOfficers (our principal executive officer)officers) and our Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding the required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only “reasonable assurance” of achieving the desired control objectives, and management necessarily must apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under Rule 13a-15. Our management, including our ChiefInterim Co-Chief Executive OfficerOfficers and Chief Financial Officer, supervised and participated in this evaluation. Based upon that evaluation and as of the end of the period covered by this report, our ChiefInterim Co-Chief Executive OfficerOfficers and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the “reasonable assurance” level.
Changes in Internal Control over Financial Reporting
There has nothave been any changeno changes in our internal control over financial reporting during the three monthsquarter ended September 30, 20172023 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.
We are currently engaged in a phased implementation and upgrade of enterprise resource planning software in certain regions, which will bring all regions on to common software over the next few years.  The implementation is being performed in the ordinary course of business to improve efficiency through the use of common software.
 


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PART II.
PART II.OTHER INFORMATION

Item 1.  
Item 1.Legal Proceedings
The information set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q in Note 15,18, “Commitments and Contingencies,” whichContingencies” under the captions “Settlement Agreement Tax Deduction” and “Environmental Matters” is incorporated herein by reference. See also Part I, Item 3, “Legal Proceedings,” of our 20162022 Form 10-K, as subsequently updated by our Quarterly ReportsReport on Form 10-Q, as well as the information incorporated by reference in that item.10-Q.
We are also involved in various other legal actions incidental to our business. We believe, after consulting with counsel, that the disposition of these other legal proceedings and matters will not have a material effect on our condensed consolidated financial condition or results of operations.
Item 1A.Risk Factors
Item 1A.  Risk Factors.
There have been no significant changes to our risk factors since December 31, 2016.  For a discussion of our risk factors, please referReference is made to Part I, Item 1A, “Risk Factors,” in our 2022 Form 10-K for information concerning risks that may materially affect our business, financial condition or results of operations. The “Risk Factors” in the Company's 2022 Form 10-K should be read in conjunction with the additional risk factor below.

If we are unable to successfully manage leadership transition, our consolidated financial condition or results of operations may be adversely affected, or we may not be able to execute our strategies.

Leadership transitions can be inherently difficult to manage, and failure to timely or successfully implement transitions may cause disruption to our Company. The execution and success of our 2016 Form 10-K.business plan and strategy depends largely on the efforts and abilities of our management team. Changes in our organization as a result of executive management transition may have a disruptive impact on our ability to implement our strategy and could have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
(c)Item 2.Issuer PurchasesUnregistered Sales of Equity Securities and Use of Proceeds
(c)     Issuer Purchases of Equity Securities
The table below sets forth the total number of shares of our common stock, par value $0.10 per share, that we repurchased in each month of the quarter ended September 30, 2017,2023, the average price paid per share and the maximum approximate dollar value of shares that may yet be purchased under our publicly announced plans or programs.
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 June 30, 2017       $1,915,999,179
July 1, 2017 through July 31, 2017 24,609
 —
 —
 1,915,999,179
August 1, 2017 through August 31, 2017 839,810
 $48.63
 824,661
 1,875,971,617
September 1, 2017 through September 30, 2017 8,993,054
 $43.44
 8,884,578
 1,490,004,316
Total 9,857,473
 
 9,709,239
 $1,490,004,316
Period
Total Number of Shares Purchased (1)
Average Price Paid Per ShareTotal 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 (1)
Balance as of June 30, 2023$536,509,713 
July 1, 2023 through July 31, 2023— $— — 536,509,713 
August 1, 2023 through August 31, 2023— $— — 536,509,713 
September 1, 2023 through September 30, 2023— $— — 536,509,713 
Total——$536,509,713
(1)
We acquired shares by means of (i) a share trading plan we entered into with our brokers and pursuant to our publicly announced program (described below), (ii) accelerated share repurchase programs we entered into or terminated during the quarter, (iii) shares withheld from awards under our Omnibus Incentive Plan (the successor plan to our 2005 Contingent Stock Plan) pursuant to the provision thereof that permits minimum tax withholding obligations or other legally required charges to be satisfied by having us withhold shares from an award under that plan and (iv) 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)
July 2017 9,542
 44.71
 15,067
 24,609
August 2017 —
 —
 15,149
 15,149
September 2017 —
 —
 108,476
 108,476
Total 9,542
   138,692
 148,234
(1)On July 9, 2015,August 2, 2021, the Board of Directors authorizedapproved a new stockshare repurchase program to repurchase up to $1.5 billion of the Company’s issued$1.0 billion. This program has no expiration and outstanding common stock. This new program replaced the previous stockauthorization. It does not obligate us to repurchase program approved in August 2007. On March 25, 2017,any specified amount of shares and remains subject to the discretion of the Board of Directors furtherDirectors. As of September 30, 2023, there was $537 million remaining under the currently authorized uprepurchase program. From time to time we acquire shares by means of 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, or other methods, pursuant to our publicly announced program described above, subject to market or other conditions, covenants in our senior secured credit facility and applicable regulatory requirements. In addition, we have historically withheld shares 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 additional $1.5 billion of repurchasesaward under that plan. During the three months ended September 30, 2023, no shares were withheld pursuant to this provision.
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Item 5.Other Information
During the three months ended September 30, 2023, no director or officer (as defined in Rule 16a-1(f) of the Company’s outstanding common stock under such program. These programs have no set expiration date.Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6.  Exhibits
Exhibit
Number
Item 6.		Exhibits
Description
3.1
Exhibit
Number		Description
3.1
3.2
Amended and Restated By-Laws of the Company as currently in effect. (Exhibit 3.1 to the Company’s Current Report on Form 8-K, Date of Report May 28, 2014,October 19, 2023, File No. 1-12139, is incorporated herein by reference.)
10.1
10.1

10.2
Offer Letter Agreement dated September 5, 2017 between Edward L. Doheny II and the Company (Exhibit 10.1 to the Company’s Current Report on Form 8-K, Date of Report September 2, 2017, File No. 1-12139, is incorporated herein by reference.)

31.1
31.1
31.2
32
Certification of Jerome A. PeribereEmile Z. Chammas and William G. Stiehl,Dustin J. Semach pursuant to 18 U.S.C. § 1350, dated November 9, 2017.2, 2023.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
104Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101)






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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 thereunto duly authorized.
Sealed Air Corporation
Date: November 9, 20172, 2023By:/s/ William G. StiehlS/ Dustin J. Semach
William G. StiehlDustin J. Semach
ActingInterim Co-President and Co-Chief Executive Officer, Chief Financial Officer
Chief Accounting Officer and Controller
(Duly Authorized Officer)


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