Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 30, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 1-12139 | |
Entity Registrant Name | SEALED AIR CORP/DE | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 65-0654331 | |
Entity Address, Address Line One | 2415 Cascade Pointe Boulevard | |
Entity Address, City or Town | Charlotte | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28208 | |
City Area Code | 980 | |
Local Phone Number | 221-3235 | |
Title of 12(b) Security | Common Stock, par value $0.10 per share | |
Trading Symbol | SEE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 154,526,089 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001012100 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 222.2 | $ 271.7 |
Trade receivables, net of allowance for doubtful accounts of $9.9 in 2019 and $9.1 in 2018 | 485.2 | 473.4 |
Income tax receivables | 53.4 | 58.4 |
Other receivables | 91.7 | 81.3 |
Inventories, net of inventory reserves of $22.2 in 2019 and $18.1 in 2018 | 596.1 | 544.9 |
Current assets held for sale | 0.6 | 0.6 |
Prepaid expenses and other current assets | 127.4 | 124.5 |
Total current assets | 1,576.6 | 1,554.8 |
Property and equipment, net | 1,050.1 | 1,036.2 |
Goodwill | 1,957.2 | 1,947.6 |
Identifiable intangible assets, net | 100.5 | 101.7 |
Deferred taxes | 175.5 | 170.5 |
Other non-current assets | 356.6 | 239.4 |
Total assets | 5,216.5 | 5,050.2 |
Current liabilities: | ||
Short-term borrowings | 265.3 | 232.8 |
Current portion of long-term debt | 31.6 | 4.9 |
Accounts payable | 753 | 765 |
Accrued restructuring costs | 52.4 | 33.5 |
Income tax payable | 24.6 | 23.5 |
Other current liabilities | 460.5 | 428.9 |
Total current liabilities | 1,587.4 | 1,488.6 |
Long-term debt, less current portion | 3,291.7 | 3,236.5 |
Deferred taxes | 20.6 | 20.4 |
Other non-current liabilities | 658 | 653.3 |
Total liabilities | 5,557.7 | 5,398.8 |
Commitments and contingencies - Note 18 | ||
Stockholders’ deficit: | ||
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2019 and 2018 | 0 | 0 |
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 231,655,982 in 2019 and 231,619,037 in 2018; shares outstanding: 154,546,260 in 2019 and 155,654,370 in 2018 | 23.2 | 23.2 |
Additional paid-in capital | 2,053 | 2,049.6 |
Retained earnings | 1,876.4 | 1,835.5 |
Common stock in treasury, 77,109,722 shares in 2019 and 75,964,667 shares in 2018 | (3,382.4) | (3,336.5) |
Accumulated other comprehensive loss, net of taxes | (911.4) | (920.4) |
Total stockholders’ deficit | (341.2) | (348.6) |
Total liabilities and stockholders’ deficit | $ 5,216.5 | $ 5,050.2 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 9.9 | $ 9.1 |
Inventory reserves | $ 22.2 | $ 18.1 |
Preferred stock, par value per share (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 231,655,982 | 231,619,037 |
Common stock, shares outstanding (in shares) | 154,546,260 | 155,654,370 |
Common stock in treasury, shares (in shares) | 77,109,722 | 75,964,667 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,161 | $ 1,155.2 | $ 2,273.7 | $ 2,286.2 |
Cost of sales | 782.7 | 791.7 | 1,530.2 | 1,548.7 |
Gross profit | 378.3 | 363.5 | 743.5 | 737.5 |
Selling, general and administrative expenses | 266.2 | 192.8 | 478.3 | 386.8 |
Amortization expense of intangible assets acquired | 4.4 | 3.4 | 9 | 7.3 |
Restructuring charges | 29.3 | 7.1 | 36.7 | 15.7 |
Operating profit | 78.4 | 160.2 | 219.5 | 327.7 |
Interest expense, net | (43.2) | (44.5) | (88.1) | (86.5) |
Foreign currency exchange loss due to highly inflationary economies | (1.3) | 0 | (2.1) | 0 |
Other income (expense), net | 3.9 | 1.1 | 3.2 | (10.9) |
Earnings before income tax provision | 37.8 | 116.8 | 132.5 | 230.3 |
Income tax provision | 12.3 | 33.5 | 42.7 | 355 |
Net earnings (loss) from continuing operations | 25.5 | 83.3 | 89.8 | (124.7) |
Gain on sale of discontinued operations, net of tax | 7.7 | 31.1 | 0.9 | 38.5 |
Net earnings (loss) | $ 33.2 | $ 114.4 | $ 90.7 | $ (86.2) |
Basic: | ||||
Continuing operations (in dollars per share) | $ 0.16 | $ 0.52 | $ 0.58 | $ (0.77) |
Discontinued operations (in dollars per share) | 0.06 | 0.19 | 0.01 | 0.24 |
Net earnings (loss) per common share - basic (in dollars per share) | 0.22 | 0.71 | 0.59 | (0.53) |
Diluted: | ||||
Continuing operations (in dollars per share) | 0.16 | 0.52 | 0.58 | (0.77) |
Discontinued operations (in dollars per share) | 0.05 | 0.19 | 0 | 0.24 |
Net earnings (loss) per common share - diluted (n dollars per share) | 0.21 | 0.71 | 0.58 | (0.53) |
Dividends per common share (in dollars per share) | $ 0.16 | $ 0.16 | $ 0.32 | $ 0.32 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 154.5 | 159.7 | 154.6 | 162.5 |
Diluted (in shares) | 155.3 | 160.6 | 155.3 | 162.5 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 33.2 | $ 114.4 | $ 90.7 | $ (86.2) |
Gross | ||||
Recognition of pension items | 1.1 | 0.7 | 2.2 | 1.5 |
Unrealized (losses) gains on derivative instruments for net investment hedge | (6) | 29.2 | 3 | 14.9 |
Unrealized (losses) gains on derivative instruments for cash flow hedge | (0.1) | 2.3 | (1.8) | 3.6 |
Foreign currency translation adjustments | (9.8) | (55.5) | 6.4 | (28.1) |
Other comprehensive (loss) income | (14.8) | (23.3) | 9.8 | (8.1) |
Taxes | ||||
Recognition of pension items | (0.2) | (0.2) | (0.5) | (0.4) |
Unrealized (losses) gains on derivative instruments for net investment hedge | 1.5 | (7.3) | (0.7) | (3.7) |
Unrealized (losses) gains on derivative instruments for cash flow hedge | 0.1 | (0.6) | 0.5 | (1.1) |
Foreign currency translation adjustments | 0.6 | (1.6) | (0.1) | (0.6) |
Other comprehensive (loss) income | 2 | (9.7) | (0.8) | (5.8) |
Net | ||||
Recognition of pension items | 0.9 | 0.5 | 1.7 | 1.1 |
Unrealized (losses) gains on derivative instruments for net investment hedge | (4.5) | 21.9 | 2.3 | 11.2 |
Unrealized (losses) gains on derivative instruments for cash flow hedge | 0 | 1.7 | (1.3) | 2.5 |
Foreign currency translation adjustments | (9.2) | (57.1) | 6.3 | (28.7) |
Other comprehensive (loss) income | (12.8) | (33) | 9 | (13.9) |
Comprehensive income (loss), net of taxes | $ 20.4 | $ 81.4 | $ 99.7 | $ (100.1) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Common Stock in Treasury | Accumulated Other Comprehensive Loss, Net of Taxes |
Balance at beginning of period (unaudited) at Dec. 31, 2017 | $ 152.3 | $ 23 | $ 1,939.6 | $ 1,735.2 | $ (2,700.6) | $ (844.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Effect of share-based incentive compensation | 8.5 | 0.2 | 14.7 | (6.4) | ||
Stock issued for profit sharing contribution paid in stock | 24.5 | 0.7 | 23.8 | |||
Repurchases of common stock | (401.8) | 80 | (481.8) | |||
Recognition of pension items, net of taxes | 1.1 | 1.1 | ||||
Foreign currency translation adjustments | (28.7) | (28.7) | ||||
Unrealized (loss) gain on derivative instruments, net of taxes | 13.7 | 13.7 | ||||
Net earnings (loss) | (86.2) | (86.2) | ||||
Dividends on common stock | (52.4) | (52.4) | ||||
Balance at end of period (unaudited) at Jun. 30, 2018 | (372.4) | 23.2 | 2,035 | 1,593.2 | (3,165) | (858.8) |
Balance at beginning of period (unaudited) at Mar. 31, 2018 | (364.8) | 23.2 | 2,025.8 | 1,502.9 | (3,090.9) | (825.8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Effect of share-based incentive compensation | 8.4 | 8.5 | (0.1) | |||
Stock issued for profit sharing contribution paid in stock | 3.8 | 0.7 | 3.1 | |||
Repurchases of common stock | (77.1) | (77.1) | ||||
Recognition of pension items, net of taxes | 0.5 | 0.5 | ||||
Foreign currency translation adjustments | (57.1) | (57.1) | ||||
Unrealized (loss) gain on derivative instruments, net of taxes | 23.6 | 23.6 | ||||
Net earnings (loss) | 114.4 | 114.4 | ||||
Dividends on common stock | (25.8) | (25.8) | ||||
Balance at end of period (unaudited) at Jun. 30, 2018 | (372.4) | 23.2 | 2,035 | 1,593.2 | (3,165) | (858.8) |
Balance at beginning of period (unaudited) at Dec. 31, 2018 | (348.6) | 23.2 | 2,049.6 | 1,835.5 | (3,336.5) | (920.4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Effect of share-based incentive compensation | 2.9 | 0 | 2.9 | |||
Stock issued for profit sharing contribution paid in stock | 21.9 | 0.5 | 21.4 | |||
Repurchases of common stock | (67.3) | (67.3) | ||||
Recognition of pension items, net of taxes | 1.7 | 1.7 | ||||
Foreign currency translation adjustments | 6.3 | 6.3 | ||||
Unrealized (loss) gain on derivative instruments, net of taxes | 1 | 1 | ||||
Net earnings (loss) | 90.7 | 90.7 | ||||
Dividends on common stock | (49.8) | (49.8) | ||||
Balance at end of period (unaudited) at Jun. 30, 2019 | (341.2) | 23.2 | 2,053 | 1,876.4 | (3,382.4) | (911.4) |
Balance at beginning of period (unaudited) at Mar. 31, 2019 | (292.4) | 23.2 | 2,047.8 | 1,868 | (3,332.8) | (898.6) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Effect of share-based incentive compensation | 5.2 | 5.2 | ||||
Repurchases of common stock | (49.6) | (49.6) | ||||
Recognition of pension items, net of taxes | 0.9 | 0.9 | ||||
Foreign currency translation adjustments | (9.2) | (9.2) | ||||
Unrealized (loss) gain on derivative instruments, net of taxes | (4.5) | (4.5) | ||||
Net earnings (loss) | 33.2 | 33.2 | ||||
Dividends on common stock | (24.8) | (24.8) | ||||
Balance at end of period (unaudited) at Jun. 30, 2019 | $ (341.2) | $ 23.2 | $ 2,053 | $ 1,876.4 | $ (3,382.4) | $ (911.4) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) - $ / shares | May 16, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Statement of Stockholders' Equity [Abstract] | |||||
Dividends per share common stock (in dollars per share) | $ 0.16 | $ 160,000 | $ 160,000 | $ 320,000 | $ 320,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net earnings (loss) | $ 90.7 | $ (86.2) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | ||
Depreciation and amortization | 66 | 65.7 |
Share-based incentive compensation | 13.2 | 14.6 |
Profit sharing expense | 10.6 | 10 |
Provisions for bad debt | 1.7 | 1 |
Provisions for inventory obsolescence | 4.1 | 0 |
Deferred taxes, net | (5.7) | 50.9 |
Net gain on sale of business | (0.9) | (39.3) |
Other non-cash items | 0.7 | 19 |
Changes in operating assets and liabilities: | ||
Trade receivables, net | (4.2) | (24.2) |
Inventories, net | (48.2) | (92.6) |
Accounts payable | (10.4) | 58.7 |
Income tax receivable/payable | 6.3 | 72.8 |
Other assets and liabilities | 45.4 | (13.8) |
Net cash provided by operating activities | 169.3 | 36.6 |
Cash flows from investing activities: | ||
Capital expenditures | (94.5) | (73.7) |
(Payments of) Proceeds from, net sale of business and property and equipment | (2.7) | 8.3 |
Business acquired, net of cash acquired | (23.1) | 0 |
Investment in cost method investments | 0 | (7.5) |
Settlement of foreign currency forward contracts | (4.1) | (5.3) |
Other investing activities | 0 | (2.6) |
Net cash used in investing activities | (124.4) | (80.8) |
Cash flows from financing activities: | ||
Net proceeds from borrowings | 29.4 | 105.7 |
Payments of debt modification/extinguishment costs | 0 | (0.4) |
Dividends paid on common stock | (49.7) | (54) |
Impact of tax withholding on share-based compensation | (10.6) | (6.1) |
Repurchases of common stock | (67.3) | (407.9) |
Net cash used in financing activities | (98.2) | (362.7) |
Effect of foreign currency exchange rate changes on cash and cash equivalents | 3.8 | (7) |
Cash and cash equivalents | 271.7 | 594 |
Restricted cash and cash equivalents | 0 | 0 |
Balance, beginning of period | 271.7 | 594 |
Net change during the period | (49.5) | (413.9) |
Cash and cash equivalents | 222.2 | 180.1 |
Restricted cash and cash equivalents | 0 | 0 |
Balance, end of period | 222.2 | 180.1 |
Supplemental Cash Flow Information: | ||
Interest payments, net of amounts capitalized | 95.6 | 95.6 |
Income tax payments, net of cash refunds | 29.4 | 97.1 |
Payments related to the sale of Diversey | 0 | 32.5 |
Restructuring payments including associated costs | 49.2 | 3.7 |
Non-cash items: | ||
Transfers of shares of common stock from treasury for 2018 and 2017 profit-sharing contributions | $ 21.9 | $ 23.8 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization We are a global leader in food safety and security and product protection. We serve an array of end markets including food and beverage processing, food service, retail and commercial and consumer applications. Our focus is on achieving quality profitable growth and increased earnings power through partnering with our customers to provide innovative, sustainable packaging solutions that solve their most complex packaging problems and create differential value for them. We do so through our iconic brands, differentiated technologies, leading market positions, global scale and market access and well-established customer relationships. We conduct substantially all of our business through two wholly-owned subsidiaries, Cryovac, LLC and Sealed Air Corporation (US). Throughout this report, when we refer to “Sealed Air,” 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 presentation of our Condensed Consolidated Balance Sheets as of June 30, 2019 and our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 have been made. The results set forth in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and in our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 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. 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. Our Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the 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 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (“ 2018 Form 10-K”) and with the information contained in other publicly-available filings with the SEC. As part of the Company's Reinvent SEE strategy, we have evaluated and made adjustments to our regional operating model. As of January 1, 2019, our Geographic regions are: North America, EMEA, South America and APAC. Our North American operations include Canada, the United States, Mexico and Central America. Mexico and Central America were previously included in Latin America. EMEA consists of Europe, Middle East, Africa and Turkey. APAC refers to our collective Asia Pacific region, including Greater China, India, Southeast Asia, Japan, Korea, Australia and New Zealand. Impact of Inflation and Currency Fluctuation Argentina Economic and political events in Argentina have continued to expose us to heightened levels of foreign currency exchange risk. As of July 1, 2018, Argentina was designated as a highly inflationary economy under U.S. GAAP, and the U.S. dollar replaced the Argentine peso as the functional currency for our subsidiaries in Argentina. All Argentine peso-denominated monetary assets and liabilities were remeasured into U.S. dollars using the current exchange rate available to us, and any changes in the exchange rate are reflected in net foreign exchange transaction loss, within Foreign currency exchange loss due to highly inflationary economies on the Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2019 , the Company recognized a $1.3 million and $2.1 million remeasurement pre-tax loss related to Argentina, respectively. |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Recently Adopted and Issued Accounting Standards | Recently Adopted and Issued Accounting Standards Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), and issued subsequent amendments to the initial guidance thereafter. This ASU requires an entity to recognize a right-of-use asset (ROU) and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification of the underlying lease as either finance or operating. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective for us on January 1, 2019. Entities are required to adopt ASC 842 using a modified retrospective transition method. Full retrospective transition is prohibited. The guidance permits an entity to apply the standard’s transition provisions at either the beginning of the earliest comparative period presented in the financial statements or the beginning of the period of adoption (i.e., on the effective date). We adopted the new standard on its effective date. The new standard provides several optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient not to separate lease and non-lease components for all of our leases, which means all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of our lease components for balance sheet purposes. As of June 30, 2019 , we recognized additional operating lease liabilities of $79.1 million with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments for existing operating leases on our Condensed Consolidated Balance Sheets. See Note 4, "Leases," of the Notes to Condensed Consolidated Financial Statements for additional lease disclosures. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815), Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. ASU 2018-16 adds the overnight index swap rate based on the Secured Overnight Financing Rate to the list of U.S. benchmark interest rates eligible to be hedged within ASC 815. This ASU names the Secured Overnight Financing Rate as the preferred reference rate alternative to the London Interbank Offered Rate (LIBOR). The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted ASU 2018-16 on January 1, 2019. The adoption did not have an impact on the Company's Condensed Consolidated Financial Results. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. As a result of the U.S. Tax Cuts and Jobs Act ("TCJA"), this ASU was issued to provide entities with the option to reclassify stranded tax effects in accumulated other comprehensive income to retained earnings. The Company elected to early adopt ASU 2018-02 as of October 1, 2018 in which the impact was applied to the period of adoption. As part of the adoption, the Company has elected to reclassify the tax effects of the TCJA from accumulated other comprehensive loss ("AOCL") to retained earnings. The adoption of the ASU 2018-02 resulted in a $13.4 million reclassification from AOCL to retained earnings due to the stranded tax effects of the TCJA which was recorded in the period ended December 31, 2018. The primary AOCL balances which were impacted by the TCJA were unrecognized pension items and unrecognized gains (losses) on derivative instruments. Recently Issued Accounting Standards In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging and Topic 825, Financial Instruments. ASU 2019-04 provides updates and amendments to previously issued ASUs. The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments. Codification Improvements to Topic 326, Financial Instruments - Credit Losses is effective upon our adoption of ASU 2016-13, which we plan to adopt as of January 1, 2020. The amendment will be included in our overall adoption of ASU 2016-13. The amendments related to Derivatives and Hedging address partial-term fair value hedges and fair value hedge basis adjustments. Codification Improvements to Topic 815, Derivatives and Hedging are effective for us beginning the first annual reporting period beginning after April 25, 2019. Amendments on Topic 825, Financial Instruments mainly address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. For amendments related to ASU 2016-01 (Topic 825, Financial Instruments), the effective date is fiscal years and interim period beginning after December 15, 2019, with early adoption permitted. We do not believe that the adoption of ASU 2019-04 will have an impact on the Company's Condensed Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 amends ASC 350-40 and aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We are currently in the process of evaluating the effect that ASU 2018-15 will have on the Company's Condensed Consolidated Financial Results. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20), Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 eliminates, adds and clarifies certain disclosure requirements related to defined benefit plans and other postretirement plans. The guidance is effective for fiscal years ending after December 15, 2020, with early adoption permitted for reporting periods for which financial statements have yet to be issued or made available for issuance. We do not believe that the adoption of ASU 2018-14 will have an impact on the Company's Condensed Consolidated Financial Statements with the exception of new and expanded disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 amends the fair value measurement disclosure requirements of ASC 820, including new, eliminated and modified disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted upon the issuance of this ASU, including interim periods for which financial statements have not yet been issued or made available for issuance. If adopted early, entities are permitted to early adopt the eliminated or modified disclosure requirements and delay the adoption of the new disclosure requirements until their effective date. We do not believe that the adoption of ASU 2018-13 will have an impact on the Company's Condensed Consolidated Financial Statements with the exception of new and expanded disclosures. |
Revenue Recognition, Contracts
Revenue Recognition, Contracts with Customers | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition, Contracts with Customers | 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 products and services to and/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," of the Notes to Condensed Consolidated Financial Statements, our reporting segments include: Food Care and Product Care. Our Food Care applications are largely sold directly to end customers, while most of our Product Care products are sold through business supply distributors. Food Care: Food Care largely serves perishable food processors, predominantly in fresh red meat, smoked and processed meats, poultry and dairy (solids and liquids) markets worldwide, and maintains a leading position in its target applications. Food Care provides integrated packaging materials and equipment solutions to provide food safety, shelf life extension, and total cost optimization with innovative, sustainable packaging that enables customers to reduce costs and enhance their brands in the marketplace. Product Care: Product Care packaging solutions are utilized across many global markets and are especially valuable to e-Commerce, electronics and industrial manufacturing. Product Care solutions are designed to protect valuable goods in shipping, and drive operational excellence for our customers, increasing their order fulfillment velocity while minimizing material usage, dimensional weight and packaging labor requirements. The acquisition of Fagerdala in 2017 and AFP in 2018 enabled us to further expand our protective packaging solutions in electronics, transportation and industrial markets with turnkey, custom-engineered, fabricated solutions. Product Care benefits from the continued expansion of e-Commerce, increasing freight costs, scarcity of labor, and increasing demand for more sustainable packaging. Product Care solutions are largely sold through supply distributors that sell to business/industrial end-users. Product Care solutions are additionally sold directly to fabricators, original equipment manufacturers, contract manufacturers, third-party logistics partners, e-commerce/fulfillment operations, and at various retail centers. Product Care solutions are marketed under industry-leading brands including Bubble Wrap ® packaging, Cryovac ® performance shrink films, Instapak ® polyurethane foam packaging systems, and Korrvu ® suspension and retention packaging. Adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequent amendments to the initial guidance, collectively, Topic 606. The Company adopted the new revenue recognition standard using the modified retrospective approach with a cumulative effect adjustment to retained earnings as of the adoption date. The adoption of Topic 606 did not have a significant impact on our condensed consolidated financial statements with the exception of new and expanded disclosures. However, reporting periods prior to Topic 606 adoption may not be comparable due to differences between Topic 606 and the previous accounting guidance. Identify Contract with Customer: For Sealed Air, the determination of whether an arrangement meets the definition of a contract under Topic 606 depends on whether it creates enforceable rights and obligations. While enforceability is a matter of law, we believe that enforceable rights and obligations in a contract must be substantive in order for the contract to be in scope of Topic 606. That is, the penalty for noncompliance must be significant relative to the minimum obligation. Fixed or minimum purchase obligations with penalties for noncompliance are the most common examples of substantive enforceable rights present in our contracts. We determined that the contract term is the period of enforceability outlined by the terms of the contract. This means that in many cases, the term stated in the contract is different than the period of enforceability. After the minimum purchase obligation is met, subsequent sales are treated as separate contracts on a purchase order by purchase order basis. If no minimum purchase obligation exists, each purchase order represents the contract. Performance Obligations: The most common goods and services determined to be distinct performance obligations are consumables/materials, equipment sales, and maintenance. Free on loan and leased equipment is typically identified as a separate lease component in scope of Topic 842. The other goods or services promised in the contract with the customer in most cases do not represent performance obligations because they are neither separate nor distinct, or they are not material in the context of the contract. Transaction Price and Variable Consideration: Sealed Air has many forms of variable consideration present in its contracts with customers, including rebates and other discounts. Sealed Air estimates variable consideration using either the expected value method or the most likely amount method as described in the standard. We include in the transaction price some or all of an amount of variable consideration estimated to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For all contracts that contain a form of variable consideration, Sealed Air estimates at contract inception, and periodically throughout the term of the contract, what volume of goods and/or services the customer will purchase in a given period and determines how much consideration is payable to the customer or how much consideration Sealed Air would be able to recover from the customer based on the structure of the type of variable consideration. In most cases the variable consideration in contracts with customers results in amounts payable to the customer by Sealed Air. Sealed Air adjusts the contract transaction price based on any changes in estimates each reporting period and performs an inception to date cumulative adjustment to the amount of revenue previously recognized. When the contract with a customer contains a minimum purchase obligation, Sealed Air only has enforceable rights to the amount of consideration promised in the minimum purchase obligation through the enforceable term of the contract. This amount of consideration, plus any variable consideration, makes up the transaction price for the contract. Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments of transaction price impact the amount of net sales recognized by us in the period of adjustment. Revenue recognized in the three and six months ended June 30, 2019 from performance obligations satisfied in previous reporting periods was $0.7 million and $1.8 million , respectively, and $1.6 million and $3.3 million in the three and six months ended June 30, 2018 , 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 contracts. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales on the Condensed Consolidated Statements of Operations. Allocation of Transaction Price: Sealed Air determines the standalone selling price for a performance obligation by first looking for observable selling prices of that performance obligation sold on a standalone basis. If an observable price is not available, we estimate the standalone selling price of the performance obligation using one of the three suggested methods in the following order of preference: adjusted market assessment approach, expected cost plus a margin approach, and residual approach. Sealed Air often offers rebates to customers in their contracts that are related to the amount of consumables purchased. We believe that this form of variable consideration should only be allocated to consumables because the entire amount of variable consideration relates to the customer’s purchase of and Sealed Air’s efforts to provide consumables. Additionally, Sealed Air has many contracts that have pricing tied to third-party indices. We believe that variability from index-based pricing should be allocated specifically to consumables because the pricing formulas in these contracts are related to the cost to produce consumables. Transfer of Control: Revenue is recognized upon transfer of control to the customer. Revenue for consumables and equipment sales is recognized based on shipping terms, which is the point in time the customer obtains control of the promised goods. Maintenance revenue is recognized straight-line on the basis that the level of effort is consistent over the term of the contract. Lease components within contracts with customers are recognized in accordance with Topic 842. Disaggregated Revenue For the three and six months ended June 30, 2019 and 2018 , revenues from contracts with customers summarized by Segment and Geographic region were as follows: Three Months Ended June 30, 2019 (In millions) Food Care Product Care Total North America $ 401.1 $ 282.9 $ 684.0 EMEA 155.6 89.2 244.8 South America 52.3 3.8 56.1 APAC 96.5 72.5 169.0 Topic 606 Revenue 705.5 448.4 1,153.9 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 5.5 1.6 7.1 Total $ 711.0 $ 450.0 $ 1,161.0 Six Months Ended June 30, 2019 (In millions) Food Care Product Care Total North America $ 783.9 $ 548.7 $ 1,332.6 EMEA 296.7 183.0 479.7 South America 102.9 7.9 110.8 APAC 198.7 139.8 338.5 Topic 606 Revenue 1,382.2 879.4 2,261.6 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 8.8 3.3 12.1 Total $ 1,391.0 $ 882.7 $ 2,273.7 Three Months Ended June 30, 2018 (In millions) (1) Food Care Product Care Total North America $ 390.6 $ 265.2 $ 655.8 EMEA 164.4 96.8 261.2 South America 50.7 4.5 55.2 APAC 102.2 73.4 175.6 Topic 606 Revenue 707.9 439.9 1,147.8 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 5.1 2.3 7.4 Total $ 713.0 $ 442.2 $ 1,155.2 Six Months Ended June 30, 2018 (In millions) (1) Food Care Product Care Total North America $ 768.6 $ 522.0 $ 1,290.6 EMEA 320.0 198.0 518.0 South America 104.8 9.3 114.1 APAC 205.9 143.3 349.2 Topic 606 Revenue 1,399.3 872.6 2,271.9 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 10.0 4.3 14.3 Total $ 1,409.3 $ 876.9 $ 2,286.2 (1) Amounts by geography has been reclassified from prior year disclosure to reflect adjustments to our regional operating model. As of January 1, 2019, our geographic regions are: North America, EMEA, South America and APAC. Our North American operations include Canada, the United States, Mexico and Central America. Mexico and Central America were previously included in Latin America. Contract Balances The time between when a performance obligation is satisfied and when billing and payment occur is closely aligned, with the exception of equipment accruals. An equipment accrual is a contract offering, whereby a customer is incentivized to use a portion of the consumables transaction price for future equipment purchases. Long-term contracts that include an equipment accrual create a timing difference between when cash is collected and the performance obligation is satisfied, resulting in a contract liability (unearned revenue). The closing balances of contract liabilities arising from contracts with customers as of June 30, 2019 and December 31, 2018 were as follows: (In millions) June 30, 2019 December 31, 2018 Contract assets $ — $ — Contract liabilities 11.7 10.4 Revenue recognized in the three and six months ended June 30, 2019 that was included in the contract liability balance at the beginning of the period was $0.9 million and $1.7 million , respectively, and $2.3 million and $3.0 million in the three and six months ended June 30, 2018 , respectively. This revenue was driven primarily by equipment performance obligations being satisfied. The contract liability balance represents deferred revenue, primarily related to equipment accruals. The increase in 2019 and 2018 to deferred revenue was driven by new contracts recently entered into and volume on existing agreements. Remaining Performance Obligations Our enforceable contractual obligations tend to be short term in nature, and the following table does not include the transaction price of any remaining performance obligations that are part of the contracts with expected durations of less than one year. Additionally, 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 satisfied as of June 30, 2019 , as well as the expected timing of recognition of that transaction price. (In millions) Short-Term Long-Term Total Total transaction price $ 5.3 $ 6.4 $ 11.7 Assets recognized for the costs to obtain or fulfill a contract The Company recognizes incremental costs to fulfill a contract as an asset if such incremental costs are expected to be recovered, relate directly to a contract or anticipated contract, and generate or enhance resources that will be used to satisfy performance obligations in the future. The Company recognizes incremental costs to obtain a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less. For example, the Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. Costs for shipping and handling activities performed after a customer obtains control of a good are accounted for as costs to fulfill a contract and are included in cost of goods sold. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases Lessor Sealed Air has contractual obligations as a lessor with respect to 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 primarily fixed in nature and therefore captured in the lease receivable. Our lease receivable balance at June 30, 2019 was: (in millions) Short-Term (12 months or less) Long-Term Total Total lease receivable (Sales-type and Operating) $ 3.7 $ 9.1 $ 12.8 Lessee Sealed Air has contractual obligations as a lessee with respect to warehouses, offices, and manufacturing facilities, IT equipment, automobiles, and material production equipment. Under the leasing standard, ASU 2016-02, leases that are more than one year in duration are capitalized and recorded on the balance sheet. Some of our leases, namely for automobiles and real estate, offer an option to extend the term of such leases. We utilize the reasonably certain threshold criteria in determining which options we will exercise. Furthermore, some of our lease payments are based on index rates with minimum annual increases. These represent fixed payments and are captured in the future minimum lease payments calculation. In determining the discount rate to use in calculating the present value of lease payments, we estimate the rate of interest we would pay on a collateralized loan with the same payment terms as the lease by utilizing our bond yields traded in the secondary market to determine the estimated cost of funds for the particular tenor. We update our assumptions and discount rates on a quarterly basis. The standard also provides practical expedients for an entity’s transition and ongoing accounting. In terms of transition accounting, we elected the ‘package of practical expedients’, which permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. In terms of ongoing accounting, we have elected to use the short-term lease recognition exemption for all asset classes. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets. We have also elected the practical expedient to not separate lease and non-lease components for all asset classes, meaning all consideration that is fixed, or in-substance fixed, will be captured as part of our lease components for balance sheet purposes. Furthermore, all variable payments included in lease agreements will be disclosed as variable lease expense when incurred. Generally, variable lease payments are based on usage and common area maintenance. These payments will be included as variable lease expense when recognized. The following table details our lease obligations included in our Condensed Consolidated Balance Sheets. (in millions) June 30, 2019 Other non-current assets: Finance leases - ROU assets $ 44.5 Finance leases - Accumulated depreciation (11.5 ) Operating leases - ROU assets 90.8 Operating leases - Accumulated depreciation (13.9 ) Total lease assets $ 109.9 Current portion of long-term debt: Finance leases $ (7.9 ) Operating leases (23.7 ) Long-term debt, less current portion: Finance leases (27.3 ) Operating leases (55.4 ) Total lease liabilities $ (114.3 ) At June 30, 2019 , estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows: (in millions) Operating leases Finance leases Remainder of 2019 $ 16.1 $ 5.0 2020 26.0 9.0 2021 18.8 7.4 2022 11.5 4.4 2023 7.3 2.7 Thereafter 17.0 15.1 Total lease payments 96.7 43.6 Less: Interest (17.6 ) (8.4 ) Present value of lease liabilities $ 79.1 $ 35.2 The following lease cost is included in our Condensed Consolidated Statements of Operations: (in millions) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Lease cost Finance leases Amortization of ROU assets $ 2.0 $ 4.1 Interest on lease liabilities 0.5 1.0 Operating leases 7.9 16.3 Short-term lease cost 1.0 1.9 Variable lease cost 2.1 3.1 Total lease cost $ 13.5 $ 26.4 (in millions) Six Months Ended June 30, 2019 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 2.0 Operating cash flows from operating leases $ 17.3 Financing cash flows from finance leases $ 3.7 ROU assets obtained in exchange for new finance lease liabilities $ 9.0 ROU assets obtained in exchange for new operating lease liabilities $ 4.9 Weighted average information: Finance leases Remaining lease term (in years) 7.3 Discount rate 5.4 % Operating leases Remaining lease term (in years) 5.0 Discount rate 5.5 % |
Leases | Leases Lessor Sealed Air has contractual obligations as a lessor with respect to 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 primarily fixed in nature and therefore captured in the lease receivable. Our lease receivable balance at June 30, 2019 was: (in millions) Short-Term (12 months or less) Long-Term Total Total lease receivable (Sales-type and Operating) $ 3.7 $ 9.1 $ 12.8 Lessee Sealed Air has contractual obligations as a lessee with respect to warehouses, offices, and manufacturing facilities, IT equipment, automobiles, and material production equipment. Under the leasing standard, ASU 2016-02, leases that are more than one year in duration are capitalized and recorded on the balance sheet. Some of our leases, namely for automobiles and real estate, offer an option to extend the term of such leases. We utilize the reasonably certain threshold criteria in determining which options we will exercise. Furthermore, some of our lease payments are based on index rates with minimum annual increases. These represent fixed payments and are captured in the future minimum lease payments calculation. In determining the discount rate to use in calculating the present value of lease payments, we estimate the rate of interest we would pay on a collateralized loan with the same payment terms as the lease by utilizing our bond yields traded in the secondary market to determine the estimated cost of funds for the particular tenor. We update our assumptions and discount rates on a quarterly basis. The standard also provides practical expedients for an entity’s transition and ongoing accounting. In terms of transition accounting, we elected the ‘package of practical expedients’, which permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. In terms of ongoing accounting, we have elected to use the short-term lease recognition exemption for all asset classes. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets. We have also elected the practical expedient to not separate lease and non-lease components for all asset classes, meaning all consideration that is fixed, or in-substance fixed, will be captured as part of our lease components for balance sheet purposes. Furthermore, all variable payments included in lease agreements will be disclosed as variable lease expense when incurred. Generally, variable lease payments are based on usage and common area maintenance. These payments will be included as variable lease expense when recognized. The following table details our lease obligations included in our Condensed Consolidated Balance Sheets. (in millions) June 30, 2019 Other non-current assets: Finance leases - ROU assets $ 44.5 Finance leases - Accumulated depreciation (11.5 ) Operating leases - ROU assets 90.8 Operating leases - Accumulated depreciation (13.9 ) Total lease assets $ 109.9 Current portion of long-term debt: Finance leases $ (7.9 ) Operating leases (23.7 ) Long-term debt, less current portion: Finance leases (27.3 ) Operating leases (55.4 ) Total lease liabilities $ (114.3 ) At June 30, 2019 , estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows: (in millions) Operating leases Finance leases Remainder of 2019 $ 16.1 $ 5.0 2020 26.0 9.0 2021 18.8 7.4 2022 11.5 4.4 2023 7.3 2.7 Thereafter 17.0 15.1 Total lease payments 96.7 43.6 Less: Interest (17.6 ) (8.4 ) Present value of lease liabilities $ 79.1 $ 35.2 The following lease cost is included in our Condensed Consolidated Statements of Operations: (in millions) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Lease cost Finance leases Amortization of ROU assets $ 2.0 $ 4.1 Interest on lease liabilities 0.5 1.0 Operating leases 7.9 16.3 Short-term lease cost 1.0 1.9 Variable lease cost 2.1 3.1 Total lease cost $ 13.5 $ 26.4 (in millions) Six Months Ended June 30, 2019 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 2.0 Operating cash flows from operating leases $ 17.3 Financing cash flows from finance leases $ 3.7 ROU assets obtained in exchange for new finance lease liabilities $ 9.0 ROU assets obtained in exchange for new operating lease liabilities $ 4.9 Weighted average information: Finance leases Remaining lease term (in years) 7.3 Discount rate 5.4 % Operating leases Remaining lease term (in years) 5.0 Discount rate 5.5 % |
Divestitures and Acquisitions
Divestitures and Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures and Acquisitions | Divestitures and Acquisitions Divestitures Embalagens Ltda. 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 $26.9 million (or $8.2 million as of the closing date of March 19, 2018). The purchase price was subject to working capital, cash and debt adjustments, which were finalized in the fourth quarter of 2018 for R $1.6 million (or $0.4 million ). For the three and six months ended June 30, 2018, the Company recognized an immaterial net loss and a net gain on the sale of $1.0 million , respectively, within other income (expense), net on the Condensed Consolidated Statements of Operations. Acquisitions Automated Packaging Systems, Inc. On May 1, 2019, the Company announced it signed a definitive agreement to acquire Automated Packaging Systems, Inc. (APS), a leading manufacturer of high-reliability, automated bagging systems, for $510.0 million , net of cash acquired and debt assumed. Approximately $60 million of the $510 million purchase price will be paid to APS’s European employees in accordance with a deferred incentive compensation plan. The transaction closed on August 1, 2019. Other Activity During the second quarter of 2019, Food Care had acquisition activity resulting in a total purchase price paid of $23.4 million . The Company allocated the consideration transferred to the fair value of assets acquired and liabilities assumed, resulting in an allocation to goodwill of $6.0 million for the acquisition activity. Identifiable intangible assets acquired were not material. AFP, Inc. On August 1, 2018, the Company acquired AFP, Inc., a leading, privately held fabricator of foam, corrugated, molded pulp and wood packaging solutions, to join its Product Care division. This acquisition further expands our protective packaging solutions in the electronics, transportation and industrial markets with custom-engineered applications. We acquired 100% of AFP shares for an estimated consideration of $74.1 million , excluding cash acquired of $3.3 million . The following table summarizes the consideration transferred to acquire AFP and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. Preliminary Allocation Measurement Period Revised Preliminary Allocation (In millions) As of August 1, 2018 Adjustments As of June 30, 2019 Total consideration transferred $ 70.8 $ 3.3 $ 74.1 Assets: Cash and cash equivalents 2.9 0.4 3.3 Trade receivables, net 30.8 — 30.8 Inventories, net 7.1 — 7.1 Prepaid expenses and other current assets 0.7 — 0.7 Property and equipment, net 3.5 (0.4 ) 3.1 Identifiable intangible assets, net 18.6 0.7 19.3 Goodwill 21.6 1.1 22.7 Other non-current assets 0.7 (0.4 ) 0.3 Total assets $ 85.9 $ 1.4 $ 87.3 Liabilities: Current portion of long-term debt — 0.1 0.1 Accounts payable 13.8 (2.2 ) 11.6 Other current liabilities 1.3 — 1.3 Long-term debt, less current portion — 0.2 0.2 Total liabilities $ 15.1 $ (1.9 ) $ 13.2 The following tables summarizes the identifiable intangible assets, net and their useful life. Amount Useful life (in millions) (in years) Customer relationships $ 14.9 11 Trademarks and tradenames 4.4 5 Total intangible assets with definite lives $ 19.3 |
Segments
Segments | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company’s segment reporting structure consists of two reportable segments and a Corporate category as follows: • Food Care; and • Product Care. The Company’s Food Care and Product Care segments are considered reportable segments under FASB ASC Topic 280. Our reportable segments are aligned with similar groups of products and management team. Corporate includes certain costs that are not allocated to the reportable segments, primarily consisting of unallocated corporate overhead costs, including administrative functions and cost recovery variances not allocated to the reportable segments from global functional expenses. The Company evaluates performance of the reportable segments based on the results of each segment. 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 goods sold. We allocate and disclose depreciation and amortization expense to our segments, although depreciation and amortization are not included in the segment performance metric Adjusted EBITDA. We also allocate and disclose restructuring charges and impairment of goodwill and other intangible assets by segment, although they are not included in the segment performance metric Adjusted EBITDA since restructuring charges and impairment of goodwill and other intangible assets are categorized as Special Items. The accounting policies of the reportable segments and Corporate are the same as those applied to the Condensed Consolidated Financial Statements. Refer to "Non-U.S. GAAP Information" for additional details on the use and calculation of our non-U.S. GAAP measures presented below. The following tables show Net Sales and Adjusted EBITDA by reportable segment: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Net Sales: Food Care $ 711.0 $ 713.0 $ 1,391.0 $ 1,409.3 As a % of Total Company net sales 61.2 % 61.7 % 61.2 % 61.6 % Product Care 450.0 442.2 882.7 876.9 As a % of Total Company net sales 38.8 % 38.3 % 38.8 % 38.4 % Total Company Net Sales $ 1,161.0 $ 1,155.2 $ 2,273.7 $ 2,286.2 Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Non-U.S. GAAP Adjusted EBITDA from continuing operations Food Care $ 155.6 $ 135.4 $ 298.5 $ 270.1 Adjusted EBITDA Margin 21.9 % 19.0 % 21.5 % 19.2 % Product Care 84.0 78.5 159.0 156.9 Adjusted EBITDA Margin 18.7 % 17.8 % 18.0 % 17.9 % Corporate (2.9 ) 3.6 (5.0 ) (4.7 ) Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 236.7 $ 217.5 $ 452.5 $ 422.3 Adjusted EBITDA Margin 20.4 % 18.8 % 19.9 % 18.5 % The following table shows a reconciliation of net earnings (loss) from continuing operations to non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Net earnings (loss) from continuing operations $ 25.5 $ 83.3 $ 89.8 $ (124.7 ) Interest expense, net 43.2 44.5 88.1 86.5 Income tax provision 12.3 33.5 42.7 355.0 Depreciation and amortization, net of adjustments (1) 38.0 40.7 78.2 80.9 Special Items: Restructuring charges (2) 29.3 7.1 36.7 15.7 Other restructuring associated costs (3) 21.3 (0.4 ) 38.0 1.8 Foreign currency exchange loss due to highly inflationary economies 1.3 — 2.1 — Charges related to the Novipax settlement agreement 59.0 — 59.0 — (Income) charges related to acquisition and divestiture activity (0.5 ) 7.0 3.2 17.8 Loss (gain) from class-action litigation settlement — 0.1 — (12.6 ) Other Special Items (4) 7.3 1.7 14.7 1.9 Pre-tax impact of Special Items 117.7 15.5 153.7 24.6 Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 236.7 $ 217.5 $ 452.5 $ 422.3 (1) Depreciation and amortization by segment were as follows: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Food Care $ 25.0 $ 27.2 $ 51.2 $ 54.1 Product Care 13.1 13.6 28.0 27.1 Total Company depreciation and amortization (i) 38.1 40.8 79.2 81.2 Depreciation and amortization adjustments (0.1 ) (0.1 ) (1.0 ) (0.3 ) Depreciation and amortization, net of adjustments $ 38.0 $ 40.7 $ 78.2 $ 80.9 (i) Includes share-based incentive compensation of $4.8 million and $13.2 million for the three and six months ended June 30, 2019 , respectively, and $7.7 million and $15.3 million for the three and six months ended June 30, 2018 , respectively. (2) Restructuring charges by segment were as follows: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Food Care $ 18.6 $ 1.5 $ 22.4 $ 6.1 Product Care 10.7 5.6 14.3 9.6 Total Company restructuring charges $ 29.3 $ 7.1 $ 36.7 $ 15.7 (3) Other restructuring associated costs for three and six months ended June 30, 2019, primarily relate to fees paid to third-party consultants in support of Reinvent SEE and costs related to property consolidations resulting from Reinvent SEE. (4) Other Special Items for the three and six months ended June 30, 2019, primarily included fees related to professional services. Assets by Reportable Segments The following table shows assets allocated by reportable segment. Assets allocated by reportable segment include: trade receivables, net; inventory, net; property and equipment, net; goodwill; intangible assets, net; and leased systems, net. (In millions) June 30, 2019 December 31, 2018 Assets allocated to segments: (1) Food Care $ 2,012.1 $ 1,914.4 Product Care 2,260.9 2,273.8 Total segments 4,273.0 4,188.2 Assets not allocated: Cash and cash equivalents $ 222.2 $ 271.7 Assets held for sale 0.6 0.6 Income tax receivables 53.4 58.4 Other receivables 91.7 81.3 Deferred taxes 175.5 170.5 Other 400.1 279.5 Total $ 5,216.5 $ 5,050.2 (1) Beginning in 2018, the Company implemented a change in allocation of Corporate expenses, which are now allocated to Food Care and Product Care segments. At that time, the Company revised the method of allocation for some assets including property and equipment, net and goodwill, which were previously unallocated. The assets allocated to segments as of December 31, 2018 have been revised to correct an error in the previous allocation of property and equipment, net starting in the first quarter 2018. Assets allocated to Food Care were understated by $372.9 million with an offset to Product Care of $369.6 million and $3.3 million |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net The following table details our inventories, net: (In millions) June 30, 2019 December 31, 2018 Raw materials $ 93.2 $ 79.9 Work in process 150.6 142.4 Finished goods 352.3 322.6 Total $ 596.1 $ 544.9 |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following table details our property and equipment, net: (In millions) June 30, 2019 December 31, 2018 Land and improvements $ 42.3 $ 41.2 Buildings 729.6 728.6 Machinery and equipment 2,379.2 2,325.7 Other property and equipment 124.7 135.6 Construction-in-progress 153.3 155.1 Property and equipment, gross 3,429.1 3,386.2 Accumulated depreciation and amortization (2,379.0 ) (2,350.0 ) Property and equipment, net (1) $ 1,050.1 $ 1,036.2 (1) Upon adoption of ASU 2016-02, $28.3 million of assets that were included in property and equipment, net as of December 31, 2018 were reclassified to other non-current assets on our Condensed Consolidated Balance Sheets. These assets were related to capital leases, primarily for warehouse, office and small manufacturing facilities, IT equipment and automobiles, which are now ROU assets. Refer to Note 4, “Leases,” of the Notes to Condensed Consolidated Financial Statements for additional information on our ROU assets. The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment. Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Interest cost capitalized $ 2.1 $ 1.5 $ 3.9 $ 3.7 Depreciation and amortization expense for property and equipment $ 28.8 $ 29.7 $ 57.0 $ 58.6 |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangible Assets, net | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Intangible Assets, net | Goodwill and Identifiable Intangible Assets, net Goodwill The following table shows our goodwill balances by reportable segment. 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. As of June 30, 2019 , we did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. (In millions) Food Care Product Care Total Gross Carrying Value at December 31, 2018 $ 568.9 $ 1,568.9 $ 2,137.8 Accumulated impairment (1) (49.2 ) (141.0 ) (190.2 ) Carrying Value at December 31, 2018 $ 519.7 $ 1,427.9 $ 1,947.6 Acquisition, purchase price and other adjustments 6.0 3.1 9.1 Currency translation 0.1 0.4 0.5 Carrying Value at June 30, 2019 $ 525.8 $ 1,431.4 $ 1,957.2 (1) There has been no change to our accumulated impairment balance as of June 30, 2019 . Identifiable Intangible Assets, net The following tables summarize our identifiable intangible assets, net. As of June 30, 2019 , there were no impairment indicators present. June 30, 2019 December 31, 2018 (In millions) Gross Carrying Value Accumulated Amortization Net Gross Carrying Value Accumulated Amortization Net Customer relationships $ 69.8 $ (24.0 ) $ 45.8 $ 72.4 $ (22.3 ) $ 50.1 Trademarks and tradenames 15.6 (2.5 ) 13.1 15.1 (1.6 ) 13.5 Capitalized software 72.0 (55.1 ) 16.9 62.2 (49.8 ) 12.4 Technology 37.3 (24.4 ) 12.9 37.2 (23.5 ) 13.7 Contracts 13.2 (10.3 ) 2.9 13.2 (10.1 ) 3.1 Total intangible assets with definite lives 207.9 (116.3 ) 91.6 200.1 (107.3 ) 92.8 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets, net $ 216.8 $ (116.3 ) $ 100.5 $ 209.0 $ (107.3 ) $ 101.7 The following table shows the remaining estimated future amortization expense at June 30, 2019 . Year Amount (in millions) Remainder of 2019 $ 7.9 2020 15.0 2021 11.7 2022 7.9 Thereafter 49.1 Total $ 91.6 |
Accounts Receivable Securitizat
Accounts Receivable Securitization Programs | 6 Months Ended |
Jun. 30, 2019 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization Programs | 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 indirectly 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 with 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 of collateral and will be classified as short-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 trade receivables, net to prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. As of June 30, 2019 , the maximum purchase limit for receivable interests was $60.0 million , subject to the availability limits described below. The amounts available from time to time under this program may be less than $60.0 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 June 30, 2019 , the amount available under the program was $57.4 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 further decline in the amounts available to us under the program or termination of the program. The program expires annually in August and is renewable. European Accounts Receivable 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 uncollectable 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-term borrowings on our Condensed Consolidated Balance Sheets. The net 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. As of June 30, 2019 , the maximum purchase limit for receivable interests was €80.0 million ( $91.0 million equivalent at June 30, 2019 ), subject to availability limits. The terms and provisions of this program are similar to our U.S. program discussed above. As of June 30, 2019 , the amount available under this program before utilization was €70.0 million ( $79.6 million equivalent as of June 30, 2019 ). This program expires annually in August and is renewable. Utilization of Our Accounts Receivable Securitization Programs As of June 30, 2019 , there were no amounts borrowed under our U.S. program and €69.0 million ( $78.5 million equivalent at June 30, 2019 ) borrowed under our European program. As of December 31, 2018 , there were no amounts borrowed under our U.S. program and €73.3 million ( $83.9 million equivalent at December 31, 2018) borrowed under our European program. We continue to service the trade receivables supporting the programs, and the banks are permitted to re-pledge this collateral. The total interest paid for these programs was approximately $0.2 million and $0.4 million for the three and six months ended June 30, 2019 and approximately $0.2 million for the three and six months ended June 30, 2018 . 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 June 30, 2019 . The Company has entered into factoring agreements and customers' supply chain financing arrangements, to sell certain receivables to unrelated third-party financial institutions. These programs are entered into in the normal course of business. We account for these transactions in accordance with ASC 860, "Transfers and Servicing" ("ASC 860"). ASC 860 allows for the ownership transfer of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded from Accounts receivable, net on the Condensed Consolidated Balance Sheets. Receivables are considered sold when (i) they are transferred beyond the reach of the Company and its creditors, (ii) the purchaser has the right to pledge or exchange the receivables, and (iii) the Company has no continuing 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 six months ended June 30, 2019 and the twelve months ended December 31, 2018 were $157.4 million and $249.8 million , respectively. The fees associated with transfer of receivables for all programs were approximately $0.8 million and $1.3 million for the three and six months ended June 30, 2019 , respectively and approximately $0.5 million and $1 million for the three and six months ended June 30, 2018 , respectively. |
Accounts Receivable Factoring A
Accounts Receivable Factoring Agreements | 6 Months Ended |
Jun. 30, 2019 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Factoring Agreement | 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 indirectly 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 with 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 of collateral and will be classified as short-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 trade receivables, net to prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. As of June 30, 2019 , the maximum purchase limit for receivable interests was $60.0 million , subject to the availability limits described below. The amounts available from time to time under this program may be less than $60.0 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 June 30, 2019 , the amount available under the program was $57.4 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 further decline in the amounts available to us under the program or termination of the program. The program expires annually in August and is renewable. European Accounts Receivable 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 uncollectable 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-term borrowings on our Condensed Consolidated Balance Sheets. The net 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. As of June 30, 2019 , the maximum purchase limit for receivable interests was €80.0 million ( $91.0 million equivalent at June 30, 2019 ), subject to availability limits. The terms and provisions of this program are similar to our U.S. program discussed above. As of June 30, 2019 , the amount available under this program before utilization was €70.0 million ( $79.6 million equivalent as of June 30, 2019 ). This program expires annually in August and is renewable. Utilization of Our Accounts Receivable Securitization Programs As of June 30, 2019 , there were no amounts borrowed under our U.S. program and €69.0 million ( $78.5 million equivalent at June 30, 2019 ) borrowed under our European program. As of December 31, 2018 , there were no amounts borrowed under our U.S. program and €73.3 million ( $83.9 million equivalent at December 31, 2018) borrowed under our European program. We continue to service the trade receivables supporting the programs, and the banks are permitted to re-pledge this collateral. The total interest paid for these programs was approximately $0.2 million and $0.4 million for the three and six months ended June 30, 2019 and approximately $0.2 million for the three and six months ended June 30, 2018 . 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 June 30, 2019 . The Company has entered into factoring agreements and customers' supply chain financing arrangements, to sell certain receivables to unrelated third-party financial institutions. These programs are entered into in the normal course of business. We account for these transactions in accordance with ASC 860, "Transfers and Servicing" ("ASC 860"). ASC 860 allows for the ownership transfer of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded from Accounts receivable, net on the Condensed Consolidated Balance Sheets. Receivables are considered sold when (i) they are transferred beyond the reach of the Company and its creditors, (ii) the purchaser has the right to pledge or exchange the receivables, and (iii) the Company has no continuing 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 six months ended June 30, 2019 and the twelve months ended December 31, 2018 were $157.4 million and $249.8 million , respectively. The fees associated with transfer of receivables for all programs were approximately $0.8 million and $1.3 million for the three and six months ended June 30, 2019 , respectively and approximately $0.5 million and $1 million for the three and six months ended June 30, 2018 , respectively. |
Restructuring Activities
Restructuring Activities | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities For the three and six months ended June 30, 2019 , the Company incurred $29.3 million and $36.7 million , respectively, of restructuring charges and $21.3 million and $38.0 million , respectively, of other related costs. These were primarily a result of restructuring costs associated with the Company’s Reinvent SEE strategy. Our Restructuring Program consists of previously existing restructuring programs and the new three -year restructuring program which is part of our Reinvent SEE strategy. The Company expects restructuring activities to be completed by the end of 2021. The Board of Directors has approved cumulative restructuring spend of $840 to $885 million . Restructuring spend is estimated to be incurred as follows: (in millions) Total Restructuring Program Range Less Cumulative Spend to Date Remaining Restructuring Spend (2) Low High Low High Costs of reduction in headcount as a result of reorganization $ 355 $ 370 $ (322 ) $ 33 $ 48 Other expenses associated with the Program 230 245 (174 ) 56 71 Total expense 585 615 (496 ) 89 119 Capital expenditures 255 270 (238 ) 17 32 Total estimated cash cost (1) $ 840 $ 885 $ (734 ) $ 106 $ 151 (1) Total estimated cash cost excludes the impact of foreign currency and non-cash depreciation and amortization charges. (2) Remaining restructuring spend primarily consists of restructuring costs associated with the Company’s Reinvent SEE strategy, and the completion of our efforts to eliminate stranded costs. The following table details our restructuring activities reflected in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Other associated costs $ 21.3 $ 0.4 $ 38.0 $ 2.6 Restructuring charges 29.3 7.1 36.7 15.7 Total charges $ 50.6 $ 7.5 $ 74.7 $ 18.3 Capital expenditures $ 1.8 $ 0.3 $ 2.3 $ 0.5 The restructuring accrual, spending and other activity for the six months ended June 30, 2019 and the accrual balance remaining at June 30, 2019 related to these programs were as follows: (In millions) Restructuring accrual at December 31, 2018 $ 37.5 Accrual and accrual adjustments 36.7 Cash payments during 2019 (19.9 ) Effect of changes in foreign currency exchange rates 0.6 Restructuring accrual at June 30, 2019 $ 54.9 We expect to pay $52.4 million of the accrual balance remaining at June 30, 2019 within the next twelve months. This amount is included in accrued restructuring costs on the Condensed Consolidated Balance Sheets at June 30, 2019 . The remaining accrual of $2.5 million is expected to be substantially paid by the end of 2020 . This amount is included in other non-current liabilities on our Condensed Consolidated Balance Sheets at June 30, 2019 . |
Debt and Credit Facilities
Debt and Credit Facilities | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facilities | Debt and Credit Facilities Our total debt outstanding consisted of the amounts set forth in the following table: (In millions) June 30, 2019 December 31, 2018 Short-term borrowings (1) $ 265.3 $ 232.8 Current portion of long-term debt (2) 31.6 4.9 Total current debt 296.9 237.7 Term Loan A due July 2023 222.3 222.2 6.50% Senior Notes due December 2020 424.3 424.0 4.875% Senior Notes due December 2022 421.5 421.1 5.25% Senior Notes due April 2023 421.6 421.2 4.50% Senior Notes due September 2023 452.1 454.9 5.125% Senior Notes due December 2024 421.6 421.3 5.50% Senior Notes due September 2025 397.2 397.1 6.875% Senior Notes due July 2033 445.6 445.5 Other (2) 85.5 29.2 Total long-term debt, less current portion (3) 3,291.7 3,236.5 Total debt (4) $ 3,588.6 $ 3,474.2 (1) Short-term borrowings of $265.3 million at June 30, 2019 are comprised of $178.0 million under our revolving credit facility, $78.5 million under our European securitization program and $8.8 million of short-term borrowings from various lines of credit. Short-term borrowings of $232.8 million at December 31, 2018 were comprised of $140.0 million under our revolving credit facility, $83.9 million under our European securitization program and $8.9 million of short-term borrowings from various lines of credit. (2) Due to the adoption of ASU 2016-02, the June 30, 2019 Current portion of long-term debt and Other balances include $31.6 million and $82.7 million , respectively for the liability associated with our finance and operating leases. See Note 4, "Leases," of the Notes to Condensed Consolidated Financial Statements for additional information. (3) Amounts are net of unamortized discounts and issuance costs of $22.2 million as June 30, 2019 and $24.3 million as of December 31, 2018 . (4) As of June 30, 2019 , our weighted average interest rate on our short-term borrowings outstanding was 3.0% and on our long-term debt outstanding was 5.4% . As of December 31, 2018 , our weighted average interest rate on our short-term borrowings outstanding was 2.8% and on our long-term debt outstanding was 5.4% . Amended and Restated Senior Secured Credit Facility On July 12, 2018, the Company and certain of its subsidiaries entered into a third amended and restated credit agreement and an amendment No. 1 thereto (the "Third Amended and Restated Agreement") whereby its senior secured credit facility was amended and restated 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 $186.5 million , a new pounds sterling term loan A facility in an aggregate principal amount of approximately £ 29.4 million , and increased our revolving credit facilities from $700.0 million to $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) increased flexibility to lower the interest rate margin for the term loan A facilities and revolving credit facilities, which will range from 125 to 200 basis points (bps) in the case of LIBOR loans, subject to the achievement of certain leverage tests, (iii) the extension of the final maturity of the term loan A facilities and revolving credit commitment to July 11, 2023, (iv) the removal of the requirement to prepay the loans with respect to excess cash flow, (v) adjustments to the financial maintenance covenant of Consolidated Net Debt to Consolidated EBITDA (in each case, as defined in the Third Amended and Restated Credit Agreement) and other covenants to provide additional flexibility to the Company, (vi) the release of certain non-U.S. asset collateral previously pledged by certain of the Company's subsidiaries and (vii) other amendments. As a result of the Third Amended and Restated Credit Agreement, we recognized $1.9 million of loss on debt redemption in our Condensed Consolidated Statements of Operations in the third quarter of 2018. This amount includes $1.5 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 was $0.4 million of non-lender fees incurred in connection with the Third Amended and Restated Credit Agreement. In addition, we incurred $0.7 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 $4.9 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. On August 1, 2019, Sealed Air Corporation, on behalf of itself and certain of its subsidiaries, and Sealed Air Corporation (US) entered into an amendment and incremental assumption agreement (the Amendment) whereby the Company's existing senior secured credit facility with Bank of America, N.A., as agent, and the other financial institutions party thereto, was amended. The Amendment provides for a new incremental term facility in an aggregate principal amount of up to $475 million , to be used, in part, to finance the acquisition of APS. Amortization expense related to the senior secured credit facility was $0.5 million and $0.9 million for the three and six months ended June 30, 2019 , and is included in interest expense, net in our Condensed Consolidated Statements of Operations. Short-term Borrowings The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including the revolving credit facility discussed above, and the amounts available under our accounts receivable securitization programs. (In millions) June 30, 2019 December 31, 2018 Used lines of credit (1) $ 265.3 $ 232.8 Unused lines of credit 1,077.5 1,135.3 Total available lines of credit (2) $ 1,342.8 $ 1,368.1 (1) Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries. (2) Of the total available lines of credit, $1,137.0 million was committed as of June 30, 2019 . Covenants Each issue of our outstanding senior notes imposes limitations on our operations and those of specified subsidiaries. The Third Amended and Restated Credit Agreement 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 permitted ratio of Consolidated Net Debt to Consolidated EBITDA (as defined in the Third Amended and Restated Credit Agreement). We were in compliance with the above financial covenants and limitations at June 30, 2019 . |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 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. 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 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 cost of sales, on our Condensed Consolidated Statements of Operations. Cash flows from derivative financial instruments are classified as cash 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 losses/gains related to cash flow hedging activities that were included in AOCL were a $0.1 million and $1.3 million loss for the three and six months ended June 30, 2019 , respectively, and a $1.3 million and $2.4 million gain for the three and six months ended June 30, 2018 , respectively. The unrealized amounts in AOCL will fluctuate based on changes in the fair value of open contracts during each reporting period. We estimate that $0.1 million of net unrealized gains related to cash flow hedging activities included in 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 (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 are classified as cash 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 June 30, 2019 and December 31, 2018 , we had no outstanding interest rate swaps. Net Investment Hedge The €400.0 million 4.50% notes issued in June 2015 are 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 translated value of the debt was $4.8 million ( $3.6 million net of tax) as of June 30, 2019 and is reflected in AOCL on our Condensed Consolidated Balance Sheets. In March 2015, we entered into a series of cross-currency swaps with a combined notional amount of $425.0 million , hedging a portion of the net investment in a certain European subsidiary against fluctuations in foreign exchange rates. As a result of the sale of Diversey, we terminated these cross-currency swaps in September 2017 and settled these swaps in October 2017. The fair value of the swaps on the date 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 AOCL. For derivative instruments that are designated and qualify as hedges of net investments in foreign operations, changes in fair values of the derivative instruments are recognized in unrealized net gains or loss on derivative instruments for net investment hedge, a component of 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 income (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. Fair Value of Derivative Instruments See Note 15, “Fair Value Measurements and Other Financial Instruments,” of the Notes to Condensed Consolidated Financial Statements 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 Hedge Non-Designated as Hedging Instruments Total (In millions) June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Derivative Assets Foreign currency forward contracts $ 0.8 $ 1.8 $ 1.9 $ 1.7 $ 2.7 $ 3.5 Total Derivative Assets $ 0.8 $ 1.8 $ 1.9 $ 1.7 $ 2.7 $ 3.5 Derivative Liabilities Foreign currency forward contracts $ (0.9 ) $ (0.2 ) $ (3.1 ) $ (2.7 ) $ (4.0 ) $ (2.9 ) Total Derivative Liabilities (1) $ (0.9 ) $ (0.2 ) $ (3.1 ) $ (2.7 ) $ (4.0 ) $ (2.9 ) Net Derivatives (2) $ (0.1 ) $ 1.6 $ (1.2 ) $ (1.0 ) $ (1.3 ) $ 0.6 (1) Excludes €400.0 million of euro-denominated debt ( $452.1 million equivalent at June 30, 2019 and $454.9 million equivalent at December 31, 2018 ), designated as a net investment hedge. (2) The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification: Other Current Assets Other Current Liabilities (In millions) June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Gross position $ 2.7 $ 3.5 $ (4.0 ) $ (2.9 ) Impact of master netting agreements (1.8 ) (1.4 ) 1.8 1.4 Net amounts recognized on the Condensed Consolidated Balance Sheets $ 0.9 $ 2.1 $ (2.2 ) $ (1.5 ) 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 on Three Months Ended Six Months Ended (In millions) Condensed Consolidated Statements of Operations 2019 2018 2019 2018 Derivatives designated as hedging instruments: Cash Flow Hedges: Foreign currency forward contracts Cost of sales $ 0.9 $ (1.2 ) $ 1.5 $ (1.8 ) Treasury locks Interest expense, net 0.1 0.1 0.1 0.1 Sub-total cash flow hedges 1.0 (1.1 ) 1.6 (1.7 ) Fair Value Hedges: Interest rate swaps Interest expense, net 0.2 0.1 0.3 0.2 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other income (expense), net (1.6 ) (5.7 ) (4.3 ) (6.9 ) Total $ (0.4 ) $ (6.7 ) $ (2.4 ) $ (8.4 ) |
Fair Value Measurements and Oth
Fair Value Measurements and Other Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Other Financial Instruments | Fair Value Measurements and Other Financial Instruments Fair Value Measurements In determining fair value of financial instruments, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs 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 pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The following table details the fair value hierarchy of our financial instruments: June 30, 2019 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 40.7 $ 40.7 $ — $ — Derivative financial and hedging instruments net asset: Foreign currency forward contracts and options $ (1.3 ) $ — $ (1.3 ) $ — December 31, 2018 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 38.6 $ 38.6 $ — $ — Derivative financial and hedging instruments net asset: Foreign currency forward contracts $ 0.6 $ — $ 0.6 $ — Cash Equivalents Our cash equivalents at June 30, 2019 and December 31, 2018 consisted of bank time deposits (Level 1). Since these are short-term highly liquid investments with remaining maturities of 3 months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates. Derivative Financial Instruments Our foreign currency forward contracts, foreign currency options, interest rate 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-party sources and foreign currency dealers involving identical or comparable instruments (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. Other Financial Instruments 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. 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 debt, excluding our lease liabilities. June 30, 2019 December 31, 2018 (In millions) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan A Facility due July 2023 (1) $ 222.3 $ 222.3 $ 222.2 $ 222.2 6.50% Senior Notes due December 2020 424.3 440.7 424.0 440.1 4.875% Senior Notes due December 2022 421.5 445.8 421.1 421.2 5.25% Senior Notes due April 2023 421.6 448.3 421.2 424.5 4.50% Senior Notes due September 2023 (1) 452.1 513.5 454.9 489.9 5.125% Senior Notes due December 2024 421.6 445.0 421.3 419.8 5.50% Senior Notes due September 2025 397.2 424.0 397.1 394.8 6.875% Senior Notes due July 2033 445.6 500.5 445.5 453.4 Other foreign borrowings (1) 90.5 87.4 98.5 99.2 Other domestic borrowings 178.0 178.0 168.4 170.0 Total debt (2) $ 3,474.7 $ 3,705.5 $ 3,474.2 $ 3,535.1 (1) Includes borrowings denominated in currencies other than U.S. dollars. (2) At June 30, 2019 , the carrying amount and estimated fair value of debt exclude lease liabilities. 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, goodwill, intangible assets and asset retirement obligations. |
Defined Benefit Pension Plans a
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans | Defined Benefit Pension Plans and Other Post-Employment Benefit Plans The following tables show the components of our net periodic benefit cost (income) for our defined benefit pension plans for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Three Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost (income): Service cost $ — $ 1.0 $ 1.0 $ 0.1 $ 1.1 $ 1.2 Interest cost 1.8 3.7 5.5 1.6 3.9 5.5 Expected return on plan assets (1.8 ) (6.1 ) (7.9 ) (2.2 ) (7.5 ) (9.7 ) Amortization of net prior service cost — 0.1 0.1 — — — Amortization of net actuarial loss 0.4 0.9 1.3 0.2 0.6 0.8 Net periodic cost (income) 0.4 (0.4 ) — (0.3 ) (1.9 ) (2.2 ) Cost of settlement — 0.1 0.1 — 0.1 0.1 Total benefit cost (income) $ 0.4 $ (0.3 ) $ 0.1 $ (0.3 ) $ (1.8 ) $ (2.1 ) Six Months Ended Six Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost (income): Service cost $ — $ 2.0 $ 2.0 $ 0.1 $ 2.1 $ 2.2 Interest cost 3.5 7.4 10.9 3.2 7.8 11.0 Expected return on plan assets (3.6 ) (12.2 ) (15.8 ) (4.4 ) (14.9 ) (19.3 ) Amortization of net prior service cost — 0.1 0.1 — — — Amortization of net actuarial loss 0.7 1.8 2.5 0.5 1.2 1.7 Net periodic cost (income) 0.6 (0.9 ) (0.3 ) (0.6 ) (3.8 ) (4.4 ) Cost of settlement — 0.3 0.3 — 0.1 0.1 Total benefit cost (income) $ 0.6 $ (0.6 ) $ — $ (0.6 ) $ (3.7 ) $ (4.3 ) The following table shows the components of our net periodic benefit cost (income) for our other post-retirement employee benefit plans for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Components of net periodic benefit cost (income): Interest cost $ 0.4 $ 0.4 $ 0.8 $ 0.7 Amortization of net prior service credit (0.1 ) (0.1 ) (0.2 ) (0.2 ) Amortization of net actuarial gain (0.1 ) (0.1 ) (0.1 ) (0.1 ) Net periodic cost $ 0.2 $ 0.2 $ 0.5 $ 0.4 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Income Tax Rate and Income Tax Provision On December 22, 2017, the TCJA was enacted into law. TCJA significantly changes existing U.S. tax law and includes numerous provisions that affect our business such as imposing a one-time transition tax on deemed repatriation of deferred foreign income ("Transition Tax"), reducing the U.S. federal statutory tax rate, and adopting a territorial tax system. The TCJA includes a provision to tax global intangible low-taxed income (“GILTI”), thereby requiring us to include in our U.S income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The GILTI provision is complex and subject to continuing regulatory interpretation by the U.S. Internal Revenue Service (“IRS”). We are required to make an accounting policy election to either (1) treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factor such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). We have elected to recognize the GILTI as a period expense in the period the tax is incurred. Under this policy, we have not provided deferred taxes related to temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period. For interim tax reporting, we estimate one annual effective tax rate for tax jurisdictions not subject to a valuation allowance and 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. Our effective income tax rate was 32.5% and 32.2% for the three and six months ended June 30, 2019 , respectively. In comparison to the U.S. statutory rate of 21.0% , the Company's effective income tax rate is negatively impacted by foreign earnings taxed at a higher rate, the effect of GILTI and other foreign income inclusions in the U.S. tax base, a U.S. audit assessment associated with foreign tax credit utilization in 2011, state income taxes and non-deductible expenses, and is positively impacted by the benefits for the release of valuation allowance on foreign deferred assets in Brazil related to improved profitability from Reinvent SEE initiatives and the U.S. Research and Development credit. Our effective income tax rate was 28.7% and 154.1% for the three and six months ended June 30, 2018 , respectively. In comparison to the U.S. statutory rate of 21.0% , the Company’s effective tax rate was negatively impacted by the Transition Tax and GILTI provisions associated with the TCJA, withholding taxes, non-deductible expenses and state income taxes, offset by the benefits from lapses in statute of limitations on foreign unrecognized tax benefits. The decrease in valuation allowances for the three and six months ended June 30, 2019 was $8.1 million . The change in valuation allowances for the three and six months ended June 30, 2018 was not material. We reported a net increase in unrecognized tax benefits in the three and six months ended June 30, 2019 of $7.7 million and $9.7 million , respectively, primarily related to a U.S. audit assessment and interest accruals on existing positions. We reported a net decrease in unrecognized tax benefits in the three months and six months ended June 30, 2018 of $10.7 million and $14.0 million , respectively, primarily related to statute of limitations lapses in foreign jurisdictions. Interest and penalties on tax assessments are included in income tax expense. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Cryovac Transaction Commitments and Contingencies Refer to Part II, Item 8, Note 18, “Commitments and Contingencies,” to our audited Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for a description of the Settlement agreement (as defined therein). Novipax Complaint On March 31, 2017, a complaint was filed in the Superior Court of the State of Delaware against Sealed Air Corporation, Cryovac Inc., Sealed Air Corporation (US) and Sealed Air (Canada) Co./Cie. (individually and collectively the “ Company ” ) styled Novipax Holdings LLC ("Novipax") v. Sealed Air Corporation, Cryovac Inc., Sealed Air Corporation (US) and Sealed Air (Canada) Co. / Cie. (the “ Complaint ” ). The Complaint alleged claims for fraud, breach of contract, and unjust enrichment relating to the plaintiff's acquisition of the Company's North America foam trays and absorbent pads business in 2015 for $75.6 million . The relief sought included unspecified monetary damages, exemplary damages, rescission or recessionary damages, reasonable attorneys' fees and pre-judgment and post-judgment interest. Depositions commenced in the first quarter of 2019, and the case was calendared for trial to commence in June 2019. During the second quarter of 2019, the Company engaged in mediation with Novipax to settle the claim and the parties reached a preliminary settlement agreement. To cover the estimated costs of settlement, including a one-time cash payment as well as accrual of expenses relating to a proposed supply agreement under which the Company would continue to purchase materials from Novipax for a specified period for use in the manufacturing of the Company’s products, the Company recorded a charge of $59.0 million during the second quarter, which is included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations. Subsequent to quarter end, on July 10, 2019 the settlement agreement was finalized and executed, and the parties agreed to the release and dismissal of the litigation claims. 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 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 Sheets or Statements 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 Sheets or Statements 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. Our indemnity obligations under the relevant agreements may be limited in terms of time, amount or scope. As it relates to certain income tax related liabilities, the relevant agreements may not provide any cap for such liabilities, and the period in which we would be liable would lapse upon expiration of the statute of limitation for assessment of the underlying taxes. Because of the conditional nature of these obligations and the unique facts and circumstances involved in each particular agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items; • product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products will conform to specifications. We generally do not establish a liability for product warranty based on a percentage of sales or other formula. We accrue a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Both the liability and annual expense related to product warranties are immaterial to our consolidated financial position and results of operations; and • licenses of intellectual property by us to third parties in which we have agreed to indemnify the licensee against third-party infringement claims. As of June 30, 2019 , the Company has no reason to believe a loss exceeding amounts already recognized would be incurred. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders’ Deficit Repurchase of Common Stock In July 2015, our Board of Directors authorized a repurchase program of up to $1.5 billion of the Company’s common stock, reflecting its commitment to return value to shareholders. That repurchase program had no expiration date and replaced the previously authorized program, which was terminated. In March 2017, our Board 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. Additionally, on May 2, 2018, the Board of Directors increased the share repurchase program authorization to $1.0 billion . This new program has no expiration date and replaced the previous authorizations. Refer to Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” for further information. During the three and six months ended June 30, 2019 , we repurchased 1,154,047 and 1,560,633 shares, for approximately $49.5 million and $67.2 million , with an average share price of $42.98 and $43.09 , respectively. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the of the Securities Exchange Act of 1934, as amended, and pursuant to the share repurchase program previously authorized by our Board of Directors. During the three and six months ended June 30, 2018 , we repurchased 1,780,578 and 10,575,532 shares, for approximately $77.1 million and $481.6 million , respectively. These repurchases were made under privately negotiated, accelerated share repurchase activities or open market transactions including through plans complying with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and pursuant to the share repurchase program previously authorized by our Board of Directors. During the three and six months ended June 30, 2018 , share purchases under open market transactions were 1,780,578 and 9,355,896 shares for approximately $77.1 million and $401.6 million with an average share price of $43.29 and $42.93 , respectively. Dividends On May 16, 2019 , our Board of Directors declared a quarterly cash dividend of $0.16 per common share, or $24.7 million , which was paid on June 21, 2019 , to stockholders of record at the close of business on June 7, 2019 . On July 11, 2019, our Board of Directors declared a quarterly cash dividend of $0.16 per common share, which will be paid on September 20, 2019, to stockholders of record at the close of business on September 6, 2019. The dividends paid in the six months ended June 30, 2019 were recorded as a reduction to cash and cash equivalents and retained earnings on our Condensed Consolidated Balance Sheets. Our credit facility and our notes 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 Statements of Operations. There is no guarantee that our Board of Directors will declare any further dividends. Share-based Compensation In 2014, the Board of Directors adopted, and its stockholders approved the Omnibus Incentive Plan (“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 advisers. In 2018, the Board of Directors adopted, and its shareholders approved an amendment and restatement to the 2014 Omnibus Incentive Plan. The amended plan adds 2,199,114 shares of common stock to the share pool previously available under the Omnibus Incentive Plan. We record share-based incentive compensation expense in selling, general and administrative expenses and cost of sales on our Condensed Consolidated Statements of Operations for both equity-classified and liability-classified awards. We record corresponding credit to additional paid-in capital within stockholders’ equity for equity-classified awards, and to either current or non-current liability 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. The number of Performance Share Units ("PSU") earned may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met. The table below shows our total share-based incentive compensation expense: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Total share-based incentive compensation expense (1) $ 4.8 $ 7.1 $ 13.2 $ 14.6 (1) The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock or the expense or income related to certain cash-based awards, however, the amounts include the expense related to share-based awards that are settled in cash. PSU Awards During the first 90 days of each year, the Organization and Compensation (“O&C”) Committee of our Board of Directors approves PSU awards for our executive officers and other selected key executives, which include for each officer or executive a target number of shares of common stock and 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, 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 -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 months 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 Sheets. 2019 Three -year PSU Awards In February 2019 , the O&C Committee approved awards with a three -year performance period beginning January 1, 2019 to December 31, 2021 for certain executives. The O&C Committee established performance goals, which are (i) total shareholder return (TSR) weighted at 34% , (ii) 2021 consolidated adjusted EBITDA margin weighted at 33% , and (iii) Return on Invested Capital weighted at 33% . The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares. The number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: TSR ROIC Adjusted EBITDA Number of units granted 49,819 66,807 66,807 Fair value on grant date (1) $ 58.25 $ 42.16 $ 42.16 (1) Represents weighted average fair value for PSU awards approved on February 13, 2019 and February 14, 2019. 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 2019 PSU Award Expected price volatility (1) 22.8 % Risk-free interest rate (1) 2.5 % (1) Represents average of assumptions for PSU awards approved on February 13, 2019 and February 14, 2019. 2016 Three -year PSU Awards In February 2019 , the O&C Committee reviewed the performance results for the 2016- 2018 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA margins and relative TSR. Based on overall performance for 2016- 2018 PSUs, these awards paid out at 0% of target or zero units. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table provides details of comprehensive income (loss) for the six months ended June 30, 2019 and 2018 : (In millions) Unrecognized Pension Items Cumulative Translation Adjustment Unrecognized Losses on Derivative Instruments for net investment hedge Unrecognized Gains (Losses) on Derivative Instruments for cash flow hedge Accumulated Other Comprehensive Loss, Net of Taxes Balance at December 31, 2017 $ (103.4 ) $ (694.4 ) $ (46.8 ) $ (0.3 ) $ (844.9 ) Other comprehensive income (loss) before reclassifications 0.1 (28.7 ) 11.2 1.2 (16.2 ) Less: amounts reclassified from accumulated other comprehensive loss 1.0 — — 1.3 2.3 Net current period other comprehensive income (loss) 1.1 (28.7 ) 11.2 2.5 (13.9 ) Balance at June 30, 2018 (2) $ (102.3 ) $ (723.1 ) $ (35.6 ) $ 2.2 $ (858.8 ) Balance at December 31, 2018 (1) $ (136.4 ) $ (744.8 ) $ (41.9 ) $ 2.7 $ (920.4 ) Other comprehensive income (loss) before reclassifications — 6.3 2.3 (0.3 ) 8.3 Less: amounts reclassified from accumulated other comprehensive loss 1.7 — — (1.0 ) 0.7 Net current period other comprehensive income (loss) 1.7 6.3 2.3 (1.3 ) 9.0 Balance at June 30, 2019 (2) $ (134.7 ) $ (738.5 ) $ (39.6 ) $ 1.4 $ (911.4 ) (1) In the fourth quarter of 2018, the Company Adopted ASU 2018-02. As part of the adoption, the Company elected to reclassify $13.4 million of stranded tax effects of the TCJA from AOCL to retained earnings. The impact of the ASU adoption has been allocated to unrecognized pension items, unrecognized gains (losses) on derivative instruments for net investment hedges and cash flow hedges. (2) The ending balance in AOCL includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $(0.4) million and $69.9 million as of June 30, 2019 and 2018 , respectively. The following table provides detail of amounts reclassified from AOCL: Three Months Ended Six Months Ended (In millions) 2019 (1) 2018 (1) 2019 (1) 2018 (1) Location of Amount Reclassified from AOCL Defined benefit pension plans and other post-employment benefits: Prior service credit $ — $ 0.1 $ 0.1 $ 0.2 Actuarial losses (1.2 ) (0.7 ) (2.4 ) (1.6 ) Total pre-tax amount (1.2 ) (0.6 ) (2.3 ) (1.4 ) Other income (expense), net Tax benefit 0.3 0.2 0.6 0.4 Net of tax (0.9 ) (0.4 ) (1.7 ) (1.0 ) Net gains (losses) on cash flow hedging derivatives: Foreign currency forward contracts (2) 0.9 (1.2 ) 1.5 (1.8 ) Other income (expense), net Treasury locks 0.1 0.1 0.1 0.1 Interest expense, net Total pre-tax amount 1.0 (1.1 ) 1.6 (1.7 ) Tax (expense) benefit (0.4 ) 0.3 (0.6 ) 0.4 Net of tax 0.6 (0.8 ) 1.0 (1.3 ) Total reclassifications for the period $ (0.3 ) $ (1.2 ) $ (0.7 ) $ (2.3 ) (1) Amounts in parenthesis indicate changes to earnings (loss). (2) These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements for additional details. |
Other Income (Expense), net
Other Income (Expense), net | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), net | Other Income (Expense), net The following table provides details of other income (expense), net: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Net foreign exchange transaction loss $ (1.5 ) $ (2.0 ) $ (2.6 ) $ (13.7 ) Bank fee expense (1.3 ) (1.4 ) (2.5 ) (2.4 ) Pension income other than service costs 0.5 2.7 0.9 5.2 Other, net (1) 6.2 1.8 7.4 — Other income (expense), net $ 3.9 $ 1.1 $ 3.2 $ (10.9 ) (1) Cryovac Brasil Ltda., a Sealed Air subsidiary, received a final decision from the Brazilian court regarding a claim in which Sealed Air contended that certain indirect taxes paid were calculated on an incorrect amount. As a result, for the three and six months ended June 30, 2019, we recorded $4.8 million income to Other, net for a claim of overpaid taxes related to 2015 through 2018. |
Net Earnings (Loss) Per Common
Net Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) Per Common Share | Net Earnings (Loss) Per Common Share The following table shows the calculation of basic and diluted net earnings (loss) per common share under the two-class method: Three Months Ended Six Months Ended (In millions, except per share amounts) 2019 2018 2019 2018 Basic Net Earnings (Loss) Per Common Share: Numerator: Net earnings (loss) $ 33.2 $ 114.4 $ 90.7 $ (86.2 ) Distributed and allocated undistributed net earnings to unvested restricted stockholders (0.1 ) (0.6 ) (0.2 ) (0.3 ) Distributed and allocated undistributed net earnings (loss) 33.1 113.8 90.5 (86.5 ) Distributed net earnings - dividends paid to common stockholders (24.6 ) (25.5 ) (49.4 ) (51.9 ) Allocation of undistributed net earnings (loss) to common stockholders $ 8.5 $ 88.3 $ 41.1 $ (138.4 ) Denominator: Weighted average number of common shares outstanding - basic 154.5 159.7 154.6 162.5 Basic net earnings per common share: Distributed net earnings $ 0.16 $ 0.16 $ 0.32 $ 0.32 Allocated undistributed net earnings (loss) to common stockholders 0.06 0.55 0.27 (0.85 ) Basic net earnings (loss) per common share $ 0.22 $ 0.71 $ 0.59 $ (0.53 ) Diluted Net Earnings (Loss) Per Common Share: Numerator: Distributed and allocated undistributed net earnings (loss) $ 33.1 $ 113.8 $ 90.5 $ (86.5 ) Add: Allocated undistributed net earnings to unvested restricted stockholders — 0.4 0.1 — Less: Undistributed net earnings reallocated to unvested restricted stockholders — (0.4 ) (0.1 ) — Net earnings (loss) available to common stockholders - diluted $ 33.1 $ 113.8 $ 90.5 $ (86.5 ) Denominator: Weighted average number of common shares outstanding - basic 154.5 159.7 154.6 162.5 Effect of contingently issuable shares 0.3 0.1 0.2 — Effect of unvested restricted stock units 0.2 0.4 0.2 — Weighted average number of common shares outstanding - diluted under two-class 155.0 160.2 155.0 162.5 Effect of unvested restricted stock - participating security 0.3 0.4 0.3 — Weighted average number of common shares outstanding - diluted under treasury stock 155.3 160.6 155.3 162.5 Diluted net earnings (loss) per common share $ 0.21 $ 0.71 $ 0.58 $ (0.53 ) |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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 presentation of our Condensed Consolidated Balance Sheets as of June 30, 2019 and our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 have been made. The results set forth in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and in our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 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. 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. Our Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the 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 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (“ 2018 Form 10-K”) and with the information contained in other publicly-available filings with the SEC. As part of the Company's Reinvent SEE strategy, we have evaluated and made adjustments to our regional operating model. As of January 1, 2019, our Geographic regions are: North America, EMEA, South America and APAC. Our North American operations include Canada, the United States, Mexico and Central America. Mexico and Central America were previously included in Latin America. EMEA consists of Europe, Middle East, Africa and Turkey. APAC refers to our collective Asia Pacific region, including Greater China, India, Southeast Asia, Japan, Korea, Australia and New Zealand. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), and issued subsequent amendments to the initial guidance thereafter. This ASU requires an entity to recognize a right-of-use asset (ROU) and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification of the underlying lease as either finance or operating. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective for us on January 1, 2019. Entities are required to adopt ASC 842 using a modified retrospective transition method. Full retrospective transition is prohibited. The guidance permits an entity to apply the standard’s transition provisions at either the beginning of the earliest comparative period presented in the financial statements or the beginning of the period of adoption (i.e., on the effective date). We adopted the new standard on its effective date. The new standard provides several optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient not to separate lease and non-lease components for all of our leases, which means all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of our lease components for balance sheet purposes. As of June 30, 2019 , we recognized additional operating lease liabilities of $79.1 million with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments for existing operating leases on our Condensed Consolidated Balance Sheets. See Note 4, "Leases," of the Notes to Condensed Consolidated Financial Statements for additional lease disclosures. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815), Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. ASU 2018-16 adds the overnight index swap rate based on the Secured Overnight Financing Rate to the list of U.S. benchmark interest rates eligible to be hedged within ASC 815. This ASU names the Secured Overnight Financing Rate as the preferred reference rate alternative to the London Interbank Offered Rate (LIBOR). The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted ASU 2018-16 on January 1, 2019. The adoption did not have an impact on the Company's Condensed Consolidated Financial Results. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. As a result of the U.S. Tax Cuts and Jobs Act ("TCJA"), this ASU was issued to provide entities with the option to reclassify stranded tax effects in accumulated other comprehensive income to retained earnings. The Company elected to early adopt ASU 2018-02 as of October 1, 2018 in which the impact was applied to the period of adoption. As part of the adoption, the Company has elected to reclassify the tax effects of the TCJA from accumulated other comprehensive loss ("AOCL") to retained earnings. The adoption of the ASU 2018-02 resulted in a $13.4 million reclassification from AOCL to retained earnings due to the stranded tax effects of the TCJA which was recorded in the period ended December 31, 2018. The primary AOCL balances which were impacted by the TCJA were unrecognized pension items and unrecognized gains (losses) on derivative instruments. Recently Issued Accounting Standards In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging and Topic 825, Financial Instruments. ASU 2019-04 provides updates and amendments to previously issued ASUs. The amendments clarify the scope of the credit losses standard and address issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments. Codification Improvements to Topic 326, Financial Instruments - Credit Losses is effective upon our adoption of ASU 2016-13, which we plan to adopt as of January 1, 2020. The amendment will be included in our overall adoption of ASU 2016-13. The amendments related to Derivatives and Hedging address partial-term fair value hedges and fair value hedge basis adjustments. Codification Improvements to Topic 815, Derivatives and Hedging are effective for us beginning the first annual reporting period beginning after April 25, 2019. Amendments on Topic 825, Financial Instruments mainly address the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. For amendments related to ASU 2016-01 (Topic 825, Financial Instruments), the effective date is fiscal years and interim period beginning after December 15, 2019, with early adoption permitted. We do not believe that the adoption of ASU 2019-04 will have an impact on the Company's Condensed Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 amends ASC 350-40 and aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We are currently in the process of evaluating the effect that ASU 2018-15 will have on the Company's Condensed Consolidated Financial Results. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20), Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 eliminates, adds and clarifies certain disclosure requirements related to defined benefit plans and other postretirement plans. The guidance is effective for fiscal years ending after December 15, 2020, with early adoption permitted for reporting periods for which financial statements have yet to be issued or made available for issuance. We do not believe that the adoption of ASU 2018-14 will have an impact on the Company's Condensed Consolidated Financial Statements with the exception of new and expanded disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 amends the fair value measurement disclosure requirements of ASC 820, including new, eliminated and modified disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted upon the issuance of this ASU, including interim periods for which financial statements have not yet been issued or made available for issuance. If adopted early, entities are permitted to early adopt the eliminated or modified disclosure requirements and delay the adoption of the new disclosure requirements until their effective date. We do not believe that the adoption of ASU 2018-13 will have an impact on the Company's Condensed Consolidated Financial Statements with the exception of new and expanded disclosures. |
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 products and services to and/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," of the Notes to Condensed Consolidated Financial Statements, our reporting segments include: Food Care and Product Care. Our Food Care applications are largely sold directly to end customers, while most of our Product Care products are sold through business supply distributors. Food Care: Food Care largely serves perishable food processors, predominantly in fresh red meat, smoked and processed meats, poultry and dairy (solids and liquids) markets worldwide, and maintains a leading position in its target applications. Food Care provides integrated packaging materials and equipment solutions to provide food safety, shelf life extension, and total cost optimization with innovative, sustainable packaging that enables customers to reduce costs and enhance their brands in the marketplace. Product Care: Product Care packaging solutions are utilized across many global markets and are especially valuable to e-Commerce, electronics and industrial manufacturing. Product Care solutions are designed to protect valuable goods in shipping, and drive operational excellence for our customers, increasing their order fulfillment velocity while minimizing material usage, dimensional weight and packaging labor requirements. The acquisition of Fagerdala in 2017 and AFP in 2018 enabled us to further expand our protective packaging solutions in electronics, transportation and industrial markets with turnkey, custom-engineered, fabricated solutions. Product Care benefits from the continued expansion of e-Commerce, increasing freight costs, scarcity of labor, and increasing demand for more sustainable packaging. Product Care solutions are largely sold through supply distributors that sell to business/industrial end-users. Product Care solutions are additionally sold directly to fabricators, original equipment manufacturers, contract manufacturers, third-party logistics partners, e-commerce/fulfillment operations, and at various retail centers. Product Care solutions are marketed under industry-leading brands including Bubble Wrap ® packaging, Cryovac ® performance shrink films, Instapak ® polyurethane foam packaging systems, and Korrvu ® suspension and retention packaging. Adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequent amendments to the initial guidance, collectively, Topic 606. The Company adopted the new revenue recognition standard using the modified retrospective approach with a cumulative effect adjustment to retained earnings as of the adoption date. The adoption of Topic 606 did not have a significant impact on our condensed consolidated financial statements with the exception of new and expanded disclosures. However, reporting periods prior to Topic 606 adoption may not be comparable due to differences between Topic 606 and the previous accounting guidance. Identify Contract with Customer: For Sealed Air, the determination of whether an arrangement meets the definition of a contract under Topic 606 depends on whether it creates enforceable rights and obligations. While enforceability is a matter of law, we believe that enforceable rights and obligations in a contract must be substantive in order for the contract to be in scope of Topic 606. That is, the penalty for noncompliance must be significant relative to the minimum obligation. Fixed or minimum purchase obligations with penalties for noncompliance are the most common examples of substantive enforceable rights present in our contracts. We determined that the contract term is the period of enforceability outlined by the terms of the contract. This means that in many cases, the term stated in the contract is different than the period of enforceability. After the minimum purchase obligation is met, subsequent sales are treated as separate contracts on a purchase order by purchase order basis. If no minimum purchase obligation exists, each purchase order represents the contract. Performance Obligations: The most common goods and services determined to be distinct performance obligations are consumables/materials, equipment sales, and maintenance. Free on loan and leased equipment is typically identified as a separate lease component in scope of Topic 842. The other goods or services promised in the contract with the customer in most cases do not represent performance obligations because they are neither separate nor distinct, or they are not material in the context of the contract. Transaction Price and Variable Consideration: Sealed Air has many forms of variable consideration present in its contracts with customers, including rebates and other discounts. Sealed Air estimates variable consideration using either the expected value method or the most likely amount method as described in the standard. We include in the transaction price some or all of an amount of variable consideration estimated to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For all contracts that contain a form of variable consideration, Sealed Air estimates at contract inception, and periodically throughout the term of the contract, what volume of goods and/or services the customer will purchase in a given period and determines how much consideration is payable to the customer or how much consideration Sealed Air would be able to recover from the customer based on the structure of the type of variable consideration. In most cases the variable consideration in contracts with customers results in amounts payable to the customer by Sealed Air. Sealed Air adjusts the contract transaction price based on any changes in estimates each reporting period and performs an inception to date cumulative adjustment to the amount of revenue previously recognized. When the contract with a customer contains a minimum purchase obligation, Sealed Air only has enforceable rights to the amount of consideration promised in the minimum purchase obligation through the enforceable term of the contract. This amount of consideration, plus any variable consideration, makes up the transaction price for the contract. Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments of transaction price impact the amount of net sales recognized by us in the period of adjustment. Revenue recognized in the three and six months ended June 30, 2019 from performance obligations satisfied in previous reporting periods was $0.7 million and $1.8 million , respectively, and $1.6 million and $3.3 million in the three and six months ended June 30, 2018 , 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 contracts. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales on the Condensed Consolidated Statements of Operations. Allocation of Transaction Price: Sealed Air determines the standalone selling price for a performance obligation by first looking for observable selling prices of that performance obligation sold on a standalone basis. If an observable price is not available, we estimate the standalone selling price of the performance obligation using one of the three suggested methods in the following order of preference: adjusted market assessment approach, expected cost plus a margin approach, and residual approach. Sealed Air often offers rebates to customers in their contracts that are related to the amount of consumables purchased. We believe that this form of variable consideration should only be allocated to consumables because the entire amount of variable consideration relates to the customer’s purchase of and Sealed Air’s efforts to provide consumables. Additionally, Sealed Air has many contracts that have pricing tied to third-party indices. We believe that variability from index-based pricing should be allocated specifically to consumables because the pricing formulas in these contracts are related to the cost to produce consumables. Transfer of Control: Revenue is recognized upon transfer of control to the customer. Revenue for consumables and equipment sales is recognized based on shipping terms, which is the point in time the customer obtains control of the promised goods. Maintenance revenue is recognized straight-line on the basis that the level of effort is consistent over the term of the contract. Lease components within contracts with customers are recognized in accordance with Topic 842. |
Lessor Lease | Lessor Sealed Air has contractual obligations as a lessor with respect to 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. |
Lessee Leases | Lessee Sealed Air has contractual obligations as a lessee with respect to warehouses, offices, and manufacturing facilities, IT equipment, automobiles, and material production equipment. Under the leasing standard, ASU 2016-02, leases that are more than one year in duration are capitalized and recorded on the balance sheet. Some of our leases, namely for automobiles and real estate, offer an option to extend the term of such leases. We utilize the reasonably certain threshold criteria in determining which options we will exercise. Furthermore, some of our lease payments are based on index rates with minimum annual increases. These represent fixed payments and are captured in the future minimum lease payments calculation. In determining the discount rate to use in calculating the present value of lease payments, we estimate the rate of interest we would pay on a collateralized loan with the same payment terms as the lease by utilizing our bond yields traded in the secondary market to determine the estimated cost of funds for the particular tenor. We update our assumptions and discount rates on a quarterly basis. The standard also provides practical expedients for an entity’s transition and ongoing accounting. In terms of transition accounting, we elected the ‘package of practical expedients’, which permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. In terms of ongoing accounting, we have elected to use the short-term lease recognition exemption for all asset classes. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets. We have also elected the practical expedient to not separate lease and non-lease components for all asset classes, meaning all consideration that is fixed, or in-substance fixed, will be captured as part of our lease components for balance sheet purposes. Furthermore, all variable payments included in lease agreements will be disclosed as variable lease expense when incurred. Generally, variable lease payments are based on usage and common area maintenance. These payments will be included as variable lease expense when recognized. |
Revenue Recognition, Contract_2
Revenue Recognition, Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts With Customers Summarized by Segment | For the three and six months ended June 30, 2019 and 2018 , revenues from contracts with customers summarized by Segment and Geographic region were as follows: Three Months Ended June 30, 2019 (In millions) Food Care Product Care Total North America $ 401.1 $ 282.9 $ 684.0 EMEA 155.6 89.2 244.8 South America 52.3 3.8 56.1 APAC 96.5 72.5 169.0 Topic 606 Revenue 705.5 448.4 1,153.9 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 5.5 1.6 7.1 Total $ 711.0 $ 450.0 $ 1,161.0 Six Months Ended June 30, 2019 (In millions) Food Care Product Care Total North America $ 783.9 $ 548.7 $ 1,332.6 EMEA 296.7 183.0 479.7 South America 102.9 7.9 110.8 APAC 198.7 139.8 338.5 Topic 606 Revenue 1,382.2 879.4 2,261.6 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 8.8 3.3 12.1 Total $ 1,391.0 $ 882.7 $ 2,273.7 Three Months Ended June 30, 2018 (In millions) (1) Food Care Product Care Total North America $ 390.6 $ 265.2 $ 655.8 EMEA 164.4 96.8 261.2 South America 50.7 4.5 55.2 APAC 102.2 73.4 175.6 Topic 606 Revenue 707.9 439.9 1,147.8 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 5.1 2.3 7.4 Total $ 713.0 $ 442.2 $ 1,155.2 Six Months Ended June 30, 2018 (In millions) (1) Food Care Product Care Total North America $ 768.6 $ 522.0 $ 1,290.6 EMEA 320.0 198.0 518.0 South America 104.8 9.3 114.1 APAC 205.9 143.3 349.2 Topic 606 Revenue 1,399.3 872.6 2,271.9 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 10.0 4.3 14.3 Total $ 1,409.3 $ 876.9 $ 2,286.2 (1) Amounts by geography has been reclassified from prior year disclosure to reflect adjustments to our regional operating model. As of January 1, 2019, our geographic regions are: North America, EMEA, South America and APAC. Our North American operations include Canada, the United States, Mexico and Central America. Mexico and Central America were previously included in Latin America. |
Opening and Closing Balances of Contract Assets And Contract Liabilities | The closing balances of contract liabilities arising from contracts with customers as of June 30, 2019 and December 31, 2018 were as follows: (In millions) June 30, 2019 December 31, 2018 Contract assets $ — $ — Contract liabilities 11.7 10.4 |
Summary of Estimated Transaction Price from Contracts With Customers Allocated to Performance Obligations Remaining Performance Obligation, Expected Timing Of Satisfaction | Additionally, 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 satisfied as of June 30, 2019 , as well as the expected timing of recognition of that transaction price. (In millions) Short-Term Long-Term Total Total transaction price $ 5.3 $ 6.4 $ 11.7 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Summary of Lease Payments Captured in Lease Receivable | All lease payments are primarily fixed in nature and therefore captured in the lease receivable. Our lease receivable balance at June 30, 2019 was: (in millions) Short-Term (12 months or less) Long-Term Total Total lease receivable (Sales-type and Operating) $ 3.7 $ 9.1 $ 12.8 |
Assets And Liabilities, Lessee | The following table details our lease obligations included in our Condensed Consolidated Balance Sheets. (in millions) June 30, 2019 Other non-current assets: Finance leases - ROU assets $ 44.5 Finance leases - Accumulated depreciation (11.5 ) Operating leases - ROU assets 90.8 Operating leases - Accumulated depreciation (13.9 ) Total lease assets $ 109.9 Current portion of long-term debt: Finance leases $ (7.9 ) Operating leases (23.7 ) Long-term debt, less current portion: Finance leases (27.3 ) Operating leases (55.4 ) Total lease liabilities $ (114.3 ) |
Finance Lease, Future Minimum Annual Rental Commitments | At June 30, 2019 , estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows: (in millions) Operating leases Finance leases Remainder of 2019 $ 16.1 $ 5.0 2020 26.0 9.0 2021 18.8 7.4 2022 11.5 4.4 2023 7.3 2.7 Thereafter 17.0 15.1 Total lease payments 96.7 43.6 Less: Interest (17.6 ) (8.4 ) Present value of lease liabilities $ 79.1 $ 35.2 |
Operating Lease, Future Minimum Annual Rental Commitments | At June 30, 2019 , estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows: (in millions) Operating leases Finance leases Remainder of 2019 $ 16.1 $ 5.0 2020 26.0 9.0 2021 18.8 7.4 2022 11.5 4.4 2023 7.3 2.7 Thereafter 17.0 15.1 Total lease payments 96.7 43.6 Less: Interest (17.6 ) (8.4 ) Present value of lease liabilities $ 79.1 $ 35.2 |
Schedule of Lease Costs and Other Information | The following lease cost is included in our Condensed Consolidated Statements of Operations: (in millions) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Lease cost Finance leases Amortization of ROU assets $ 2.0 $ 4.1 Interest on lease liabilities 0.5 1.0 Operating leases 7.9 16.3 Short-term lease cost 1.0 1.9 Variable lease cost 2.1 3.1 Total lease cost $ 13.5 $ 26.4 (in millions) Six Months Ended June 30, 2019 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 2.0 Operating cash flows from operating leases $ 17.3 Financing cash flows from finance leases $ 3.7 ROU assets obtained in exchange for new finance lease liabilities $ 9.0 ROU assets obtained in exchange for new operating lease liabilities $ 4.9 Weighted average information: Finance leases Remaining lease term (in years) 7.3 Discount rate 5.4 % Operating leases Remaining lease term (in years) 5.0 Discount rate 5.5 % |
Divestitures and Acquisitions (
Divestitures and Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Consideration transferred and the Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed | The following table summarizes the consideration transferred to acquire AFP and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. Preliminary Allocation Measurement Period Revised Preliminary Allocation (In millions) As of August 1, 2018 Adjustments As of June 30, 2019 Total consideration transferred $ 70.8 $ 3.3 $ 74.1 Assets: Cash and cash equivalents 2.9 0.4 3.3 Trade receivables, net 30.8 — 30.8 Inventories, net 7.1 — 7.1 Prepaid expenses and other current assets 0.7 — 0.7 Property and equipment, net 3.5 (0.4 ) 3.1 Identifiable intangible assets, net 18.6 0.7 19.3 Goodwill 21.6 1.1 22.7 Other non-current assets 0.7 (0.4 ) 0.3 Total assets $ 85.9 $ 1.4 $ 87.3 Liabilities: Current portion of long-term debt — 0.1 0.1 Accounts payable 13.8 (2.2 ) 11.6 Other current liabilities 1.3 — 1.3 Long-term debt, less current portion — 0.2 0.2 Total liabilities $ 15.1 $ (1.9 ) $ 13.2 |
Schedule of Identifiable Intangible Assets, net and Their useful Life | The following tables summarizes the identifiable intangible assets, net and their useful life. Amount Useful life (in millions) (in years) Customer relationships $ 14.9 11 Trademarks and tradenames 4.4 5 Total intangible assets with definite lives $ 19.3 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Net Sales and Adjusted EBITDA by Reportable Segments | The following tables show Net Sales and Adjusted EBITDA by reportable segment: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Net Sales: Food Care $ 711.0 $ 713.0 $ 1,391.0 $ 1,409.3 As a % of Total Company net sales 61.2 % 61.7 % 61.2 % 61.6 % Product Care 450.0 442.2 882.7 876.9 As a % of Total Company net sales 38.8 % 38.3 % 38.8 % 38.4 % Total Company Net Sales $ 1,161.0 $ 1,155.2 $ 2,273.7 $ 2,286.2 Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Non-U.S. GAAP Adjusted EBITDA from continuing operations Food Care $ 155.6 $ 135.4 $ 298.5 $ 270.1 Adjusted EBITDA Margin 21.9 % 19.0 % 21.5 % 19.2 % Product Care 84.0 78.5 159.0 156.9 Adjusted EBITDA Margin 18.7 % 17.8 % 18.0 % 17.9 % Corporate (2.9 ) 3.6 (5.0 ) (4.7 ) Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 236.7 $ 217.5 $ 452.5 $ 422.3 Adjusted EBITDA Margin 20.4 % 18.8 % 19.9 % 18.5 % |
Reconciliation of Net Earning (Loss) to Total Company Adjusted EBITDA | The following table shows a reconciliation of net earnings (loss) from continuing operations to non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Net earnings (loss) from continuing operations $ 25.5 $ 83.3 $ 89.8 $ (124.7 ) Interest expense, net 43.2 44.5 88.1 86.5 Income tax provision 12.3 33.5 42.7 355.0 Depreciation and amortization, net of adjustments (1) 38.0 40.7 78.2 80.9 Special Items: Restructuring charges (2) 29.3 7.1 36.7 15.7 Other restructuring associated costs (3) 21.3 (0.4 ) 38.0 1.8 Foreign currency exchange loss due to highly inflationary economies 1.3 — 2.1 — Charges related to the Novipax settlement agreement 59.0 — 59.0 — (Income) charges related to acquisition and divestiture activity (0.5 ) 7.0 3.2 17.8 Loss (gain) from class-action litigation settlement — 0.1 — (12.6 ) Other Special Items (4) 7.3 1.7 14.7 1.9 Pre-tax impact of Special Items 117.7 15.5 153.7 24.6 Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations $ 236.7 $ 217.5 $ 452.5 $ 422.3 (1) Depreciation and amortization by segment were as follows: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Food Care $ 25.0 $ 27.2 $ 51.2 $ 54.1 Product Care 13.1 13.6 28.0 27.1 Total Company depreciation and amortization (i) 38.1 40.8 79.2 81.2 Depreciation and amortization adjustments (0.1 ) (0.1 ) (1.0 ) (0.3 ) Depreciation and amortization, net of adjustments $ 38.0 $ 40.7 $ 78.2 $ 80.9 (i) Includes share-based incentive compensation of $4.8 million and $13.2 million for the three and six months ended June 30, 2019 , respectively, and $7.7 million and $15.3 million for the three and six months ended June 30, 2018 , respectively. (2) Restructuring charges by segment were as follows: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Food Care $ 18.6 $ 1.5 $ 22.4 $ 6.1 Product Care 10.7 5.6 14.3 9.6 Total Company restructuring charges $ 29.3 $ 7.1 $ 36.7 $ 15.7 (3) Other restructuring associated costs for three and six months ended June 30, 2019, primarily relate to fees paid to third-party consultants in support of Reinvent SEE and costs related to property consolidations resulting from Reinvent SEE. (4) Other Special Items for the three and six months ended June 30, 2019, primarily included fees related to professional services. |
Assets by Reportable Segments | The following table shows assets allocated by reportable segment. Assets allocated by reportable segment include: trade receivables, net; inventory, net; property and equipment, net; goodwill; intangible assets, net; and leased systems, net. (In millions) June 30, 2019 December 31, 2018 Assets allocated to segments: (1) Food Care $ 2,012.1 $ 1,914.4 Product Care 2,260.9 2,273.8 Total segments 4,273.0 4,188.2 Assets not allocated: Cash and cash equivalents $ 222.2 $ 271.7 Assets held for sale 0.6 0.6 Income tax receivables 53.4 58.4 Other receivables 91.7 81.3 Deferred taxes 175.5 170.5 Other 400.1 279.5 Total $ 5,216.5 $ 5,050.2 (1) Beginning in 2018, the Company implemented a change in allocation of Corporate expenses, which are now allocated to Food Care and Product Care segments. At that time, the Company revised the method of allocation for some assets including property and equipment, net and goodwill, which were previously unallocated. The assets allocated to segments as of December 31, 2018 have been revised to correct an error in the previous allocation of property and equipment, net starting in the first quarter 2018. Assets allocated to Food Care were understated by $372.9 million with an offset to Product Care of $369.6 million and $3.3 million |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | The following table details our inventories, net: (In millions) June 30, 2019 December 31, 2018 Raw materials $ 93.2 $ 79.9 Work in process 150.6 142.4 Finished goods 352.3 322.6 Total $ 596.1 $ 544.9 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table details our property and equipment, net: (In millions) June 30, 2019 December 31, 2018 Land and improvements $ 42.3 $ 41.2 Buildings 729.6 728.6 Machinery and equipment 2,379.2 2,325.7 Other property and equipment 124.7 135.6 Construction-in-progress 153.3 155.1 Property and equipment, gross 3,429.1 3,386.2 Accumulated depreciation and amortization (2,379.0 ) (2,350.0 ) Property and equipment, net (1) $ 1,050.1 $ 1,036.2 (1) Upon adoption of ASU 2016-02, $28.3 million of assets that were included in property and equipment, net as of December 31, 2018 were reclassified to other non-current assets on our Condensed Consolidated Balance Sheets. These assets were related to capital leases, primarily for warehouse, office and small manufacturing facilities, IT equipment and automobiles, which are now ROU assets. Refer to Note 4, “Leases,” of the Notes to Condensed Consolidated Financial Statements for additional information on our ROU assets. |
Interest Cost Capitalized And Depreciation And Amortization Expense For Property And Equipment | The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment. Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Interest cost capitalized $ 2.1 $ 1.5 $ 3.9 $ 3.7 Depreciation and amortization expense for property and equipment $ 28.8 $ 29.7 $ 57.0 $ 58.6 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Balances by Segment Reporting Structure | The following table shows our goodwill balances by reportable segment. 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. As of June 30, 2019 , we did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. (In millions) Food Care Product Care Total Gross Carrying Value at December 31, 2018 $ 568.9 $ 1,568.9 $ 2,137.8 Accumulated impairment (1) (49.2 ) (141.0 ) (190.2 ) Carrying Value at December 31, 2018 $ 519.7 $ 1,427.9 $ 1,947.6 Acquisition, purchase price and other adjustments 6.0 3.1 9.1 Currency translation 0.1 0.4 0.5 Carrying Value at June 30, 2019 $ 525.8 $ 1,431.4 $ 1,957.2 (1) There has been no change to our accumulated impairment balance as of June 30, 2019 . |
Summary of Identifiable Intangible Assets with Indefinite Useful Lives | The following tables summarize our identifiable intangible assets, net. As of June 30, 2019 , there were no impairment indicators present. June 30, 2019 December 31, 2018 (In millions) Gross Carrying Value Accumulated Amortization Net Gross Carrying Value Accumulated Amortization Net Customer relationships $ 69.8 $ (24.0 ) $ 45.8 $ 72.4 $ (22.3 ) $ 50.1 Trademarks and tradenames 15.6 (2.5 ) 13.1 15.1 (1.6 ) 13.5 Capitalized software 72.0 (55.1 ) 16.9 62.2 (49.8 ) 12.4 Technology 37.3 (24.4 ) 12.9 37.2 (23.5 ) 13.7 Contracts 13.2 (10.3 ) 2.9 13.2 (10.1 ) 3.1 Total intangible assets with definite lives 207.9 (116.3 ) 91.6 200.1 (107.3 ) 92.8 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets, net $ 216.8 $ (116.3 ) $ 100.5 $ 209.0 $ (107.3 ) $ 101.7 |
Summary of Identifiable Intangible Assets with Definite Useful Lives | The following tables summarize our identifiable intangible assets, net. As of June 30, 2019 , there were no impairment indicators present. June 30, 2019 December 31, 2018 (In millions) Gross Carrying Value Accumulated Amortization Net Gross Carrying Value Accumulated Amortization Net Customer relationships $ 69.8 $ (24.0 ) $ 45.8 $ 72.4 $ (22.3 ) $ 50.1 Trademarks and tradenames 15.6 (2.5 ) 13.1 15.1 (1.6 ) 13.5 Capitalized software 72.0 (55.1 ) 16.9 62.2 (49.8 ) 12.4 Technology 37.3 (24.4 ) 12.9 37.2 (23.5 ) 13.7 Contracts 13.2 (10.3 ) 2.9 13.2 (10.1 ) 3.1 Total intangible assets with definite lives 207.9 (116.3 ) 91.6 200.1 (107.3 ) 92.8 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets, net $ 216.8 $ (116.3 ) $ 100.5 $ 209.0 $ (107.3 ) $ 101.7 |
Remaining Estimated Future Amortization Expense | The following table shows the remaining estimated future amortization expense at June 30, 2019 . Year Amount (in millions) Remainder of 2019 $ 7.9 2020 15.0 2021 11.7 2022 7.9 Thereafter 49.1 Total $ 91.6 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Approved Restructuring Spending | (in millions) Total Restructuring Program Range Less Cumulative Spend to Date Remaining Restructuring Spend (2) Low High Low High Costs of reduction in headcount as a result of reorganization $ 355 $ 370 $ (322 ) $ 33 $ 48 Other expenses associated with the Program 230 245 (174 ) 56 71 Total expense 585 615 (496 ) 89 119 Capital expenditures 255 270 (238 ) 17 32 Total estimated cash cost (1) $ 840 $ 885 $ (734 ) $ 106 $ 151 (1) Total estimated cash cost excludes the impact of foreign currency and non-cash depreciation and amortization charges. (2) Remaining restructuring spend primarily consists of restructuring costs associated with the Company’s Reinvent SEE strategy, and the completion of our efforts to eliminate stranded costs. |
Restructuring and Relocation Activities | The following table details our restructuring activities reflected in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Other associated costs $ 21.3 $ 0.4 $ 38.0 $ 2.6 Restructuring charges 29.3 7.1 36.7 15.7 Total charges $ 50.6 $ 7.5 $ 74.7 $ 18.3 Capital expenditures $ 1.8 $ 0.3 $ 2.3 $ 0.5 |
Components of Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining | The restructuring accrual, spending and other activity for the six months ended June 30, 2019 and the accrual balance remaining at June 30, 2019 related to these programs were as follows: (In millions) Restructuring accrual at December 31, 2018 $ 37.5 Accrual and accrual adjustments 36.7 Cash payments during 2019 (19.9 ) Effect of changes in foreign currency exchange rates 0.6 Restructuring accrual at June 30, 2019 $ 54.9 |
Debt and Credit Facilities (Tab
Debt and Credit Facilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Total Debt Outstanding | Our total debt outstanding consisted of the amounts set forth in the following table: (In millions) June 30, 2019 December 31, 2018 Short-term borrowings (1) $ 265.3 $ 232.8 Current portion of long-term debt (2) 31.6 4.9 Total current debt 296.9 237.7 Term Loan A due July 2023 222.3 222.2 6.50% Senior Notes due December 2020 424.3 424.0 4.875% Senior Notes due December 2022 421.5 421.1 5.25% Senior Notes due April 2023 421.6 421.2 4.50% Senior Notes due September 2023 452.1 454.9 5.125% Senior Notes due December 2024 421.6 421.3 5.50% Senior Notes due September 2025 397.2 397.1 6.875% Senior Notes due July 2033 445.6 445.5 Other (2) 85.5 29.2 Total long-term debt, less current portion (3) 3,291.7 3,236.5 Total debt (4) $ 3,588.6 $ 3,474.2 (1) Short-term borrowings of $265.3 million at June 30, 2019 are comprised of $178.0 million under our revolving credit facility, $78.5 million under our European securitization program and $8.8 million of short-term borrowings from various lines of credit. Short-term borrowings of $232.8 million at December 31, 2018 were comprised of $140.0 million under our revolving credit facility, $83.9 million under our European securitization program and $8.9 million of short-term borrowings from various lines of credit. (2) Due to the adoption of ASU 2016-02, the June 30, 2019 Current portion of long-term debt and Other balances include $31.6 million and $82.7 million , respectively for the liability associated with our finance and operating leases. See Note 4, "Leases," of the Notes to Condensed Consolidated Financial Statements for additional information. (3) Amounts are net of unamortized discounts and issuance costs of $22.2 million as June 30, 2019 and $24.3 million as of December 31, 2018 . (4) As of June 30, 2019 , our weighted average interest rate on our short-term borrowings outstanding was 3.0% and on our long-term debt outstanding was 5.4% . As of December 31, 2018 , our weighted average interest rate on our short-term borrowings outstanding was 2.8% and on our long-term debt outstanding was 5.4% . |
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, and the amounts available under our accounts receivable securitization programs. (In millions) June 30, 2019 December 31, 2018 Used lines of credit (1) $ 265.3 $ 232.8 Unused lines of credit 1,077.5 1,135.3 Total available lines of credit (2) $ 1,342.8 $ 1,368.1 (1) Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries. (2) Of the total available lines of credit, $1,137.0 million was committed as of June 30, 2019 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivative Instruments | The following table details the fair value of our derivative instruments included on our Condensed Consolidated Balance Sheets. Cash Flow Hedge Non-Designated as Hedging Instruments Total (In millions) June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Derivative Assets Foreign currency forward contracts $ 0.8 $ 1.8 $ 1.9 $ 1.7 $ 2.7 $ 3.5 Total Derivative Assets $ 0.8 $ 1.8 $ 1.9 $ 1.7 $ 2.7 $ 3.5 Derivative Liabilities Foreign currency forward contracts $ (0.9 ) $ (0.2 ) $ (3.1 ) $ (2.7 ) $ (4.0 ) $ (2.9 ) Total Derivative Liabilities (1) $ (0.9 ) $ (0.2 ) $ (3.1 ) $ (2.7 ) $ (4.0 ) $ (2.9 ) Net Derivatives (2) $ (0.1 ) $ 1.6 $ (1.2 ) $ (1.0 ) $ (1.3 ) $ 0.6 (1) Excludes €400.0 million of euro-denominated debt ( $452.1 million equivalent at June 30, 2019 and $454.9 million equivalent at December 31, 2018 ), designated as a net investment hedge. (2) The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification: Other Current Assets Other Current Liabilities (In millions) June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Gross position $ 2.7 $ 3.5 $ (4.0 ) $ (2.9 ) Impact of master netting agreements (1.8 ) (1.4 ) 1.8 1.4 Net amounts recognized on the Condensed Consolidated Balance Sheets $ 0.9 $ 2.1 $ (2.2 ) $ (1.5 ) |
Offsetting Assets | The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification: Other Current Assets Other Current Liabilities (In millions) June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Gross position $ 2.7 $ 3.5 $ (4.0 ) $ (2.9 ) Impact of master netting agreements (1.8 ) (1.4 ) 1.8 1.4 Net amounts recognized on the Condensed Consolidated Balance Sheets $ 0.9 $ 2.1 $ (2.2 ) $ (1.5 ) |
Offsetting Liabilities | The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification: Other Current Assets Other Current Liabilities (In millions) June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Gross position $ 2.7 $ 3.5 $ (4.0 ) $ (2.9 ) Impact of master netting agreements (1.8 ) (1.4 ) 1.8 1.4 Net amounts recognized on the Condensed Consolidated Balance Sheets $ 0.9 $ 2.1 $ (2.2 ) $ (1.5 ) |
Effect of Derivative Instruments on Condensed Consolidated Statements of Operations | 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 on Three Months Ended Six Months Ended (In millions) Condensed Consolidated Statements of Operations 2019 2018 2019 2018 Derivatives designated as hedging instruments: Cash Flow Hedges: Foreign currency forward contracts Cost of sales $ 0.9 $ (1.2 ) $ 1.5 $ (1.8 ) Treasury locks Interest expense, net 0.1 0.1 0.1 0.1 Sub-total cash flow hedges 1.0 (1.1 ) 1.6 (1.7 ) Fair Value Hedges: Interest rate swaps Interest expense, net 0.2 0.1 0.3 0.2 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other income (expense), net (1.6 ) (5.7 ) (4.3 ) (6.9 ) Total $ (0.4 ) $ (6.7 ) $ (2.4 ) $ (8.4 ) |
Fair Value Measurements and O_2
Fair Value Measurements and Other Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy of Financial Instruments | The following table details the fair value hierarchy of our financial instruments: June 30, 2019 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 40.7 $ 40.7 $ — $ — Derivative financial and hedging instruments net asset: Foreign currency forward contracts and options $ (1.3 ) $ — $ (1.3 ) $ — December 31, 2018 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 38.6 $ 38.6 $ — $ — Derivative financial and hedging instruments net asset: Foreign currency forward contracts $ 0.6 $ — $ 0.6 $ — |
Carrying Amounts and Estimated Fair Values of Debt | The table below shows the carrying amounts and estimated fair values of our debt, excluding our lease liabilities. June 30, 2019 December 31, 2018 (In millions) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan A Facility due July 2023 (1) $ 222.3 $ 222.3 $ 222.2 $ 222.2 6.50% Senior Notes due December 2020 424.3 440.7 424.0 440.1 4.875% Senior Notes due December 2022 421.5 445.8 421.1 421.2 5.25% Senior Notes due April 2023 421.6 448.3 421.2 424.5 4.50% Senior Notes due September 2023 (1) 452.1 513.5 454.9 489.9 5.125% Senior Notes due December 2024 421.6 445.0 421.3 419.8 5.50% Senior Notes due September 2025 397.2 424.0 397.1 394.8 6.875% Senior Notes due July 2033 445.6 500.5 445.5 453.4 Other foreign borrowings (1) 90.5 87.4 98.5 99.2 Other domestic borrowings 178.0 178.0 168.4 170.0 Total debt (2) $ 3,474.7 $ 3,705.5 $ 3,474.2 $ 3,535.1 (1) Includes borrowings denominated in currencies other than U.S. dollars. (2) At June 30, 2019 , the carrying amount and estimated fair value of debt exclude lease liabilities. |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost (Income) | The following tables show the components of our net periodic benefit cost (income) for our defined benefit pension plans for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Three Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost (income): Service cost $ — $ 1.0 $ 1.0 $ 0.1 $ 1.1 $ 1.2 Interest cost 1.8 3.7 5.5 1.6 3.9 5.5 Expected return on plan assets (1.8 ) (6.1 ) (7.9 ) (2.2 ) (7.5 ) (9.7 ) Amortization of net prior service cost — 0.1 0.1 — — — Amortization of net actuarial loss 0.4 0.9 1.3 0.2 0.6 0.8 Net periodic cost (income) 0.4 (0.4 ) — (0.3 ) (1.9 ) (2.2 ) Cost of settlement — 0.1 0.1 — 0.1 0.1 Total benefit cost (income) $ 0.4 $ (0.3 ) $ 0.1 $ (0.3 ) $ (1.8 ) $ (2.1 ) Six Months Ended Six Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost (income): Service cost $ — $ 2.0 $ 2.0 $ 0.1 $ 2.1 $ 2.2 Interest cost 3.5 7.4 10.9 3.2 7.8 11.0 Expected return on plan assets (3.6 ) (12.2 ) (15.8 ) (4.4 ) (14.9 ) (19.3 ) Amortization of net prior service cost — 0.1 0.1 — — — Amortization of net actuarial loss 0.7 1.8 2.5 0.5 1.2 1.7 Net periodic cost (income) 0.6 (0.9 ) (0.3 ) (0.6 ) (3.8 ) (4.4 ) Cost of settlement — 0.3 0.3 — 0.1 0.1 Total benefit cost (income) $ 0.6 $ (0.6 ) $ — $ (0.6 ) $ (3.7 ) $ (4.3 ) The following table shows the components of our net periodic benefit cost (income) for our other post-retirement employee benefit plans for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Components of net periodic benefit cost (income): Interest cost $ 0.4 $ 0.4 $ 0.8 $ 0.7 Amortization of net prior service credit (0.1 ) (0.1 ) (0.2 ) (0.2 ) Amortization of net actuarial gain (0.1 ) (0.1 ) (0.1 ) (0.1 ) Net periodic cost $ 0.2 $ 0.2 $ 0.5 $ 0.4 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Total Share-based Incentive Compensation Expense | The table below shows our total share-based incentive compensation expense: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Total share-based incentive compensation expense (1) $ 4.8 $ 7.1 $ 13.2 $ 14.6 (1) The amounts included above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock or the expense or income related to certain cash-based awards, however, the amounts include the expense related to share-based awards that are settled in cash. |
Number of PSUs Granted and Grant Date Fair Value of PSUs | The number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: TSR ROIC Adjusted EBITDA Number of units granted 49,819 66,807 66,807 Fair value on grant date (1) $ 58.25 $ 42.16 $ 42.16 (1) Represents weighted average fair value for PSU awards approved on February 13, 2019 and February 14, 2019. |
Summary of Assumptions Used to Calculate the Grant Date Fair Value | 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 2019 PSU Award Expected price volatility (1) 22.8 % Risk-free interest rate (1) 2.5 % (1) Represents average of assumptions for PSU awards approved on February 13, 2019 and February 14, 2019. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Details of Comprehensive Income (Loss) | The following table provides details of comprehensive income (loss) for the six months ended June 30, 2019 and 2018 : (In millions) Unrecognized Pension Items Cumulative Translation Adjustment Unrecognized Losses on Derivative Instruments for net investment hedge Unrecognized Gains (Losses) on Derivative Instruments for cash flow hedge Accumulated Other Comprehensive Loss, Net of Taxes Balance at December 31, 2017 $ (103.4 ) $ (694.4 ) $ (46.8 ) $ (0.3 ) $ (844.9 ) Other comprehensive income (loss) before reclassifications 0.1 (28.7 ) 11.2 1.2 (16.2 ) Less: amounts reclassified from accumulated other comprehensive loss 1.0 — — 1.3 2.3 Net current period other comprehensive income (loss) 1.1 (28.7 ) 11.2 2.5 (13.9 ) Balance at June 30, 2018 (2) $ (102.3 ) $ (723.1 ) $ (35.6 ) $ 2.2 $ (858.8 ) Balance at December 31, 2018 (1) $ (136.4 ) $ (744.8 ) $ (41.9 ) $ 2.7 $ (920.4 ) Other comprehensive income (loss) before reclassifications — 6.3 2.3 (0.3 ) 8.3 Less: amounts reclassified from accumulated other comprehensive loss 1.7 — — (1.0 ) 0.7 Net current period other comprehensive income (loss) 1.7 6.3 2.3 (1.3 ) 9.0 Balance at June 30, 2019 (2) $ (134.7 ) $ (738.5 ) $ (39.6 ) $ 1.4 $ (911.4 ) (1) In the fourth quarter of 2018, the Company Adopted ASU 2018-02. As part of the adoption, the Company elected to reclassify $13.4 million of stranded tax effects of the TCJA from AOCL to retained earnings. The impact of the ASU adoption has been allocated to unrecognized pension items, unrecognized gains (losses) on derivative instruments for net investment hedges and cash flow hedges. (2) The ending balance in AOCL includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $(0.4) million and $69.9 million as of June 30, 2019 and 2018 , respectively. |
Detail of Amounts Reclassified from AOCL | The following table provides detail of amounts reclassified from AOCL: Three Months Ended Six Months Ended (In millions) 2019 (1) 2018 (1) 2019 (1) 2018 (1) Location of Amount Reclassified from AOCL Defined benefit pension plans and other post-employment benefits: Prior service credit $ — $ 0.1 $ 0.1 $ 0.2 Actuarial losses (1.2 ) (0.7 ) (2.4 ) (1.6 ) Total pre-tax amount (1.2 ) (0.6 ) (2.3 ) (1.4 ) Other income (expense), net Tax benefit 0.3 0.2 0.6 0.4 Net of tax (0.9 ) (0.4 ) (1.7 ) (1.0 ) Net gains (losses) on cash flow hedging derivatives: Foreign currency forward contracts (2) 0.9 (1.2 ) 1.5 (1.8 ) Other income (expense), net Treasury locks 0.1 0.1 0.1 0.1 Interest expense, net Total pre-tax amount 1.0 (1.1 ) 1.6 (1.7 ) Tax (expense) benefit (0.4 ) 0.3 (0.6 ) 0.4 Net of tax 0.6 (0.8 ) 1.0 (1.3 ) Total reclassifications for the period $ (0.3 ) $ (1.2 ) $ (0.7 ) $ (2.3 ) (1) Amounts in parenthesis indicate changes to earnings (loss). (2) These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 14, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements for additional details. |
Other Income (Expense), net (Ta
Other Income (Expense), net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Details of Other Income (Expense), net | The following table provides details of other income (expense), net: Three Months Ended Six Months Ended (In millions) 2019 2018 2019 2018 Net foreign exchange transaction loss $ (1.5 ) $ (2.0 ) $ (2.6 ) $ (13.7 ) Bank fee expense (1.3 ) (1.4 ) (2.5 ) (2.4 ) Pension income other than service costs 0.5 2.7 0.9 5.2 Other, net (1) 6.2 1.8 7.4 — Other income (expense), net $ 3.9 $ 1.1 $ 3.2 $ (10.9 ) (1) Cryovac Brasil Ltda., a Sealed Air subsidiary, received a final decision from the Brazilian court regarding a claim in which Sealed Air contended that certain indirect taxes paid were calculated on an incorrect amount. As a result, for the three and six months ended June 30, 2019, we recorded $4.8 million income to Other, net for a claim of overpaid taxes related to 2015 through 2018. |
Net Earnings (Loss) Per Commo_2
Net Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Earnings Per Common Share | The following table shows the calculation of basic and diluted net earnings (loss) per common share under the two-class method: Three Months Ended Six Months Ended (In millions, except per share amounts) 2019 2018 2019 2018 Basic Net Earnings (Loss) Per Common Share: Numerator: Net earnings (loss) $ 33.2 $ 114.4 $ 90.7 $ (86.2 ) Distributed and allocated undistributed net earnings to unvested restricted stockholders (0.1 ) (0.6 ) (0.2 ) (0.3 ) Distributed and allocated undistributed net earnings (loss) 33.1 113.8 90.5 (86.5 ) Distributed net earnings - dividends paid to common stockholders (24.6 ) (25.5 ) (49.4 ) (51.9 ) Allocation of undistributed net earnings (loss) to common stockholders $ 8.5 $ 88.3 $ 41.1 $ (138.4 ) Denominator: Weighted average number of common shares outstanding - basic 154.5 159.7 154.6 162.5 Basic net earnings per common share: Distributed net earnings $ 0.16 $ 0.16 $ 0.32 $ 0.32 Allocated undistributed net earnings (loss) to common stockholders 0.06 0.55 0.27 (0.85 ) Basic net earnings (loss) per common share $ 0.22 $ 0.71 $ 0.59 $ (0.53 ) Diluted Net Earnings (Loss) Per Common Share: Numerator: Distributed and allocated undistributed net earnings (loss) $ 33.1 $ 113.8 $ 90.5 $ (86.5 ) Add: Allocated undistributed net earnings to unvested restricted stockholders — 0.4 0.1 — Less: Undistributed net earnings reallocated to unvested restricted stockholders — (0.4 ) (0.1 ) — Net earnings (loss) available to common stockholders - diluted $ 33.1 $ 113.8 $ 90.5 $ (86.5 ) Denominator: Weighted average number of common shares outstanding - basic 154.5 159.7 154.6 162.5 Effect of contingently issuable shares 0.3 0.1 0.2 — Effect of unvested restricted stock units 0.2 0.4 0.2 — Weighted average number of common shares outstanding - diluted under two-class 155.0 160.2 155.0 162.5 Effect of unvested restricted stock - participating security 0.3 0.4 0.3 — Weighted average number of common shares outstanding - diluted under treasury stock 155.3 160.6 155.3 162.5 Diluted net earnings (loss) per common share $ 0.21 $ 0.71 $ 0.58 $ (0.53 ) |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($)subsidiary | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of wholly-owned subsidiaries | subsidiary | 2 | |
Remeasurement loss | $ | $ 1.3 | $ 2.1 |
Recently Adopted and Issued A_2
Recently Adopted and Issued Accounting Standards (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Jun. 30, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liabilities | $ 79.1 | |
ASU 2018-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Tax Cuts And Jobs Act Of 2017, tax effect, reclassification from Accumulated Other Comprehensive Loss to retained earnings, tax effect | $ 13.4 | |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liabilities | 79.1 | |
Operating lease right-of-use assets | $ 79.1 |
Revenue Recognition, Contract_3
Revenue Recognition, Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized from performance obligations satisfied In previous periods | $ 0.7 | $ 1.6 | $ 1.8 | $ 3.3 |
Revenue recognized that was included in contract liability | $ 0.9 | $ 2.3 | $ 1.7 | $ 3 |
Revenue Recognition, Contract_4
Revenue Recognition, Contracts with Customers - Revenue from Contract With Customers Summarized By Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | $ 1,153.9 | $ 1,147.8 | $ 2,261.6 | $ 2,271.9 |
Non-Topic 606 Revenue (Leasing: Sales-type and Operating) | 7.1 | 7.4 | 12.1 | 14.3 |
Total | 1,161 | 1,155.2 | 2,273.7 | 2,286.2 |
Food Care | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 705.5 | 707.9 | 1,382.2 | 1,399.3 |
Non-Topic 606 Revenue (Leasing: Sales-type and Operating) | 5.5 | 5.1 | 8.8 | 10 |
Total | 711 | 713 | 1,391 | 1,409.3 |
Product Care | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 448.4 | 439.9 | 879.4 | 872.6 |
Non-Topic 606 Revenue (Leasing: Sales-type and Operating) | 1.6 | 2.3 | 3.3 | 4.3 |
Total | 450 | 442.2 | 882.7 | 876.9 |
North America | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 684 | 655.8 | 1,332.6 | 1,290.6 |
North America | Food Care | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 401.1 | 390.6 | 783.9 | 768.6 |
North America | Product Care | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 282.9 | 265.2 | 548.7 | 522 |
EMEA | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 244.8 | 261.2 | 479.7 | 518 |
EMEA | Food Care | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 155.6 | 164.4 | 296.7 | 320 |
EMEA | Product Care | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 89.2 | 96.8 | 183 | 198 |
South America | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 56.1 | 55.2 | 110.8 | 114.1 |
South America | Food Care | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 52.3 | 50.7 | 102.9 | 104.8 |
South America | Product Care | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 3.8 | 4.5 | 7.9 | 9.3 |
APAC | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 169 | 175.6 | 338.5 | 349.2 |
APAC | Food Care | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | 96.5 | 102.2 | 198.7 | 205.9 |
APAC | Product Care | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Revenue | $ 72.5 | $ 73.4 | $ 139.8 | $ 143.3 |
Revenue Recognition, Contract_5
Revenue Recognition, Contracts with Customers - Contracts with Customer Asset and Liability (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 0 | $ 0 |
Contract liabilities | $ 11.7 | $ 10.4 |
Revenue Recognition, Contract_6
Revenue Recognition, Contracts with Customers - Revenue Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2019USD ($) |
Revenue from Contract with Customer [Abstract] | |
Total revenue, expected to be recognized | $ 11.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Total revenue, expected to be recognized | $ 5.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Total revenue, expected to be recognized | $ 6.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, period | 1 year |
Leases - Summary of Lease Payme
Leases - Summary of Lease Payments Captured in Lease Receivables (Details) $ in Millions | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Short-Term (12 months or less) | $ 3.7 |
Long-Term | 9.1 |
Total | $ 12.8 |
Leases - Lease Obligations (Det
Leases - Lease Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Other non-current assets: | ||||
Finance leases - ROU assets | $ 44.5 | $ 44.5 | ||
Finance leases - Accumulated depreciation | (11.5) | (11.5) | ||
Operating leases - ROU assets | 90.8 | 90.8 | ||
Operating leases - Accumulated depreciation | (13.9) | (13.9) | ||
Total lease assets | 109.9 | 109.9 | ||
Current portion of long-term debt: | ||||
Finance leases | (7.9) | (7.9) | ||
Operating leases | (23.7) | (23.7) | ||
Long-term debt, less current portion: | ||||
Finance leases | (27.3) | (27.3) | ||
Operating leases | (55.4) | (55.4) | ||
Unrealized gain on derivative instruments, net of taxes | (4.5) | $ 23.6 | 1 | $ 13.7 |
Total lease liabilities | $ (114.3) | $ (114.3) |
Leases - Schedule of Lease Comm
Leases - Schedule of Lease Commitments (Details) $ in Millions | Jun. 30, 2019USD ($) |
Operating leases | |
Remainder of 2019 | $ 16.1 |
2020 | 26 |
2021 | 18.8 |
2022 | 11.5 |
2023 | 7.3 |
Thereafter | 17 |
Total lease payments | 96.7 |
Less: Interest | (17.6) |
Present value of lease liabilities | 79.1 |
Finance leases | |
Remainder of 2019 | 5 |
2020 | 9 |
2021 | 7.4 |
2022 | 4.4 |
2023 | 2.7 |
Thereafter | 15.1 |
Total lease payments | 43.6 |
Less: Interest | (8.4) |
Present value of lease liabilities | $ 35.2 |
Leases - Lease Cost and Other I
Leases - Lease Cost and Other Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Finance Leases [Abstract] | ||
Amortization of ROU assets | $ 2 | $ 4.1 |
Interest on lease liabilities | 0.5 | 1 |
Operating leases | 7.9 | 16.3 |
Short-term lease cost | 1 | 1.9 |
Variable lease cost | 2.1 | 3.1 |
Total lease cost | $ 13.5 | $ 26.4 |
Document Period End Date | Jun. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from finance leases | $ 2 | |
Operating cash flows from operating leases | 17.3 | |
Financing cash flows from finance leases | 3.7 | |
Right-Of-Use Asset Obtained In Exchange For Lease Liability [Abstract] | ||
ROU assets obtained in exchange for new finance lease liabilities | 9 | |
ROU assets obtained in exchange for new operating lease liabilities | $ 4.9 | |
Finance leases | ||
Remaining lease term (in years) | 7 years 3 months 18 days | 7 years 3 months 18 days |
Discount rate | 5.40% | 5.40% |
Operating leases | ||
Remaining lease term (in years) | 5 years | 5 years |
Discount rate | 5.50% | 5.50% |
Divestitures and Acquisitions -
Divestitures and Acquisitions - Divestitures (Details) - Polystyrene Food Tray Business - Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations R$ in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018BRL (R$) | Dec. 31, 2018USD ($) | Mar. 19, 2018BRL (R$) | Aug. 01, 2017BRL (R$) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gross purchase price | R$ 1.6 | $ 0.4 | R$ 8.2 | R$ 26.9 | ||
Gain on sale | $ 1 | $ 1 |
Divestitures and Acquisitions_2
Divestitures and Acquisitions - Acquisitions Narrative (Details) - USD ($) $ in Millions | May 01, 2019 | Aug. 01, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,957.2 | $ 1,947.6 | ||
Product Care | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 1,431.4 | $ 1,427.9 | ||
Automated Packaging Systems | ||||
Business Acquisition [Line Items] | ||||
Cash paid to acquire business | $ 510 | |||
Automated Packaging Systems | APS European Employees | ||||
Business Acquisition [Line Items] | ||||
Cash paid to acquire business | $ 60 | |||
Other Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Cash paid to acquire business | 23.4 | |||
Goodwill | 6 | |||
AFP, Inc | Product Care | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 21.6 | $ 22.7 | ||
Percentage of shares acquired | 100.00% | |||
Consideration transferred | $ 74.1 | |||
Cash acquired from acquisition | $ 3.3 |
Divestitures and Acquisitions_3
Divestitures and Acquisitions - Summary of Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Aug. 01, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total consideration transferred | $ 23.1 | $ 0 | |||
Assets: | |||||
Goodwill | 1,957.2 | $ 1,957.2 | $ 1,947.6 | ||
Product Care | |||||
Assets: | |||||
Goodwill | 1,431.4 | 1,431.4 | $ 1,427.9 | ||
AFP, Inc | Product Care | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total consideration transferred | $ 70.8 | 74.1 | 3.3 | ||
Assets: | |||||
Cash and cash equivalents | 2.9 | 3.3 | 3.3 | ||
Trade receivables, net | 30.8 | 30.8 | 30.8 | ||
Inventories, net | 7.1 | 7.1 | 7.1 | ||
Prepaid expenses and other current assets | 0.7 | 0.7 | 0.7 | ||
Property and equipment, net | 3.5 | 3.1 | 3.1 | ||
Identifiable intangible assets, net | 18.6 | 19.3 | 19.3 | ||
Goodwill | 21.6 | 22.7 | 22.7 | ||
Other non-current assets | 0.7 | 0.3 | 0.3 | ||
Total assets | 85.9 | 87.3 | 87.3 | ||
Liabilities: | |||||
Current portion of long-term debt | 0 | 0.1 | 0.1 | ||
Accounts payable | 13.8 | 11.6 | 11.6 | ||
Other current liabilities | 1.3 | 1.3 | 1.3 | ||
Long-term debt, less current portion | 0 | 0.2 | 0.2 | ||
Total liabilities | $ 15.1 | $ 13.2 | 13.2 | ||
Measurement Period | |||||
Cash and cash equivalents | 0.4 | ||||
Inventories, net | 0 | ||||
Property and equipment, net | (0.4) | ||||
Identifiable intangible assets, net | 0.7 | ||||
Goodwill | 1.1 | ||||
Other non-current assets | (0.4) | ||||
Total assets | 1.4 | ||||
Current portion of long-term debt | 0.1 | ||||
Accounts payable | (2.2) | ||||
Long-term debt, less current portion | 0.2 | ||||
Total liabilities | $ (1.9) |
Divestitures and Acquisitions_4
Divestitures and Acquisitions - Schedule of Intangible Assets, net and Useful Live (Details) - Product Care - AFP, Inc - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Aug. 01, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, net | $ 19.3 | $ 18.6 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, net | $ 14.9 | |
Useful life | 11 years | |
Trademarks and tradenames | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets, net | $ 4.4 | |
Useful life | 5 years |
Segments - Additional Informati
Segments - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments - Net Sales and Adjust
Segments - Net Sales and Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total Company Net Sales | $ 1,161 | $ 1,155.2 | $ 2,273.7 | $ 2,286.2 |
Non-U.S. GAAP Adjusted EBITDA from continuing operations | $ 236.7 | $ 217.5 | $ 452.5 | $ 422.3 |
Adjusted EBITDA Margin | 20.40% | 18.80% | 19.90% | 18.50% |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Non-U.S. GAAP Adjusted EBITDA from continuing operations | $ (2.9) | $ 3.6 | $ (5) | $ (4.7) |
Food Care | ||||
Segment Reporting Information [Line Items] | ||||
Total Company Net Sales | $ 711 | $ 713 | $ 1,391 | $ 1,409.3 |
Adjusted EBITDA Margin | 21.90% | 19.00% | 21.50% | 19.20% |
Food Care | Product Concentration Risk | Net Sales | ||||
Segment Reporting Information [Line Items] | ||||
As a % of Total Company net sales | 61.20% | 61.70% | 61.20% | 61.60% |
Food Care | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Company Net Sales | $ 711 | $ 713 | $ 1,391 | $ 1,409.3 |
Non-U.S. GAAP Adjusted EBITDA from continuing operations | 155.6 | 135.4 | 298.5 | 270.1 |
Product Care | ||||
Segment Reporting Information [Line Items] | ||||
Total Company Net Sales | $ 450 | $ 442.2 | $ 882.7 | $ 876.9 |
Adjusted EBITDA Margin | 18.70% | 17.80% | 18.00% | 17.90% |
Product Care | Product Concentration Risk | Net Sales | ||||
Segment Reporting Information [Line Items] | ||||
As a % of Total Company net sales | 38.80% | 38.30% | 38.80% | 38.40% |
Product Care | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Company Net Sales | $ 450 | $ 442.2 | $ 882.7 | $ 876.9 |
Non-U.S. GAAP Adjusted EBITDA from continuing operations | $ 84 | $ 78.5 | $ 159 | $ 156.9 |
Segments - Reconciliation of Ne
Segments - Reconciliation of Net Earnings (Loss) to Total Company Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Net earnings (loss) from continuing operations | $ 25.5 | $ 83.3 | $ 89.8 | $ (124.7) |
Interest expense, net | 43.2 | 44.5 | 88.1 | 86.5 |
Income tax provision | 12.3 | 33.5 | 42.7 | 355 |
Depreciation and amortization, net of adjustments | 38 | 40.7 | 78.2 | 80.9 |
Depreciation and amortization | 38.1 | 40.8 | 79.2 | 81.2 |
Depreciation and amortization adjustments | (0.1) | (0.1) | (1) | (0.3) |
Special items | ||||
Restructuring charges | 29.3 | 7.1 | 36.7 | 15.7 |
Other restructuring associated costs | 21.3 | (0.4) | 38 | 1.8 |
Foreign currency exchange loss due to highly inflationary economies | 1.3 | 0 | 2.1 | 0 |
Charges related to the Novipax settlement agreement | 59 | 0 | 59 | 0 |
(Income) charges related to acquisition and divestiture activity | (0.5) | 7 | 3.2 | 17.8 |
Other Special Items | 7.3 | 1.7 | 14.7 | 1.9 |
Pre-tax impact of Special Items | 117.7 | 15.5 | 153.7 | 24.6 |
Non-U.S. GAAP Total Company Adjusted EBITDA from continuing operations | 236.7 | 217.5 | 452.5 | 422.3 |
Diversey | ||||
Special items | ||||
Loss (gain) from class-action litigation settlement | $ 0 | $ 0.1 | $ 0 | $ (12.6) |
Segments - Reconciliation of To
Segments - Reconciliation of Total Company Adjusted EBITDA to Net Earnings - Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total Company depreciation and amortization | $ 38.1 | $ 40.8 | $ 79.2 | $ 81.2 |
Depreciation and amortization adjustments | (0.1) | (0.1) | (1) | (0.3) |
Depreciation, Depletion and Amortization, Including Allocated Share-Based Compensation Expense, Net Of Adjustments | 38 | 40.7 | 78.2 | 80.9 |
Share-based incentive compensation | 4.8 | 7.1 | 13.2 | 14.6 |
Restructuring charges | 29.3 | 7.1 | 36.7 | 15.7 |
Depreciation and amortization | ||||
Segment Reporting Information [Line Items] | ||||
Share-based incentive compensation | 4.8 | 7.7 | 13.2 | 15.3 |
Food Care | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring charges | 18.6 | 1.5 | 22.4 | 6.1 |
Food Care | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Company depreciation and amortization | 25 | 27.2 | 51.2 | 54.1 |
Product Care | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring charges | 10.7 | 5.6 | 14.3 | 9.6 |
Product Care | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Company depreciation and amortization | $ 13.1 | $ 13.6 | $ 28 | $ 27.1 |
Segments - Assets by Reportable
Segments - Assets by Reportable Segments (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Assets not allocated: | ||||
Cash and cash equivalents | $ 222.2 | $ 271.7 | $ 180.1 | $ 594 |
Current assets held for sale | 0.6 | 0.6 | ||
Income tax receivables | 53.4 | 58.4 | ||
Other receivables | 91.7 | 81.3 | ||
Deferred taxes | 175.5 | 170.5 | ||
Other | 356.6 | 239.4 | ||
Total assets | 5,216.5 | 5,050.2 | ||
Assets allocated to segments | ||||
Assets allocated to segments: | ||||
Assets allocated to segments | 4,273 | 4,188.2 | ||
Assets allocated to segments | Food Care | ||||
Assets allocated to segments: | ||||
Assets allocated to segments | 2,012.1 | 1,914.4 | ||
Assets allocated to segments | Product Care | ||||
Assets allocated to segments: | ||||
Assets allocated to segments | 2,260.9 | 2,273.8 | ||
Assets not allocated: | ||||
Assets not allocated: | ||||
Cash and cash equivalents | 222.2 | 271.7 | ||
Current assets held for sale | 0.6 | 0.6 | ||
Income tax receivables | 53.4 | 58.4 | ||
Other receivables | 91.7 | 81.3 | ||
Deferred taxes | 175.5 | 170.5 | ||
Other | 400.1 | 279.5 | ||
Total assets | $ 5,216.5 | 5,050.2 | ||
Restatement Adjustment | Assets allocated to segments | Food Care | ||||
Assets allocated to segments: | ||||
Assets allocated to segments | 372.9 | |||
Restatement Adjustment | Assets allocated to segments | Product Care | ||||
Assets allocated to segments: | ||||
Assets allocated to segments | 369.6 | |||
Restatement Adjustment | Assets not allocated: | ||||
Assets not allocated: | ||||
Total assets | $ 3.3 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 93.2 | $ 79.9 |
Work in process | 150.6 | 142.4 |
Finished goods | 352.3 | 322.6 |
Total | $ 596.1 | $ 544.9 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, net (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | |||
Land and improvements | $ 42.3 | $ 41.2 | |
Buildings | 729.6 | 728.6 | |
Machinery and equipment | 2,379.2 | 2,325.7 | |
Other property and equipment | 124.7 | 135.6 | |
Construction-in-progress | 153.3 | 155.1 | |
Property and equipment, gross | 3,429.1 | 3,386.2 | |
Accumulated depreciation and amortization | (2,379) | (2,350) | |
Property and equipment, net | 1,050.1 | 1,036.2 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ (1,050.1) | $ (1,036.2) | |
ASU 2016-02 | |||
Property, Plant and Equipment [Abstract] | |||
Property and equipment, net | $ (28.3) | ||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 28.3 | ||
Non-current assets | $ 28.3 |
Property and Equipment, net - I
Property and Equipment, net - Interest Cost Capitalized and Depreciation and Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Interest cost capitalized | $ 2.1 | $ 1.5 | $ 3.9 | $ 3.7 |
Depreciation and amortization expense for property and equipment | $ 28.8 | $ 29.7 | $ 57 | $ 58.6 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangible Assets, net - Summary of Goodwill Balances by Reportable Segment (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Gross Carrying Value | $ 2,137.8 | |
Accumulated impairment | $ (190.2) | |
Carrying Value | 1,947.6 | |
Acquisition, purchase price and other adjustments | 9.1 | |
Currency translation | 0.5 | |
Carrying Value | 1,957.2 | |
Food Care | ||
Goodwill [Roll Forward] | ||
Carrying Value | 519.7 | |
Acquisition, purchase price and other adjustments | 6 | |
Currency translation | 0.1 | |
Carrying Value | 525.8 | |
Product Care | ||
Goodwill [Roll Forward] | ||
Carrying Value | 1,427.9 | |
Acquisition, purchase price and other adjustments | 3.1 | |
Currency translation | 0.4 | |
Carrying Value | 1,431.4 | |
Operating Segments | Food Care | ||
Goodwill [Roll Forward] | ||
Gross Carrying Value | 568.9 | |
Accumulated impairment | (49.2) | |
Operating Segments | Product Care | ||
Goodwill [Roll Forward] | ||
Gross Carrying Value | $ 1,568.9 | |
Accumulated impairment | $ (141) |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangible Assets, net - Summary of Identifiable Intangible Assets, net (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 207.9 | $ 200.1 |
Accumulated Amortization | (116.3) | (107.3) |
Net | 91.6 | 92.8 |
Total identifiable intangible assets, net | ||
Gross Carrying Value | 216.8 | 209 |
Net | 100.5 | 101.7 |
Trademarks and tradenames with indefinite lives | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks and tradenames with indefinite lives | 8.9 | 8.9 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 69.8 | 72.4 |
Accumulated Amortization | (24) | (22.3) |
Net | 45.8 | 50.1 |
Trademarks and tradenames with indefinite lives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 15.6 | 15.1 |
Accumulated Amortization | (2.5) | (1.6) |
Net | 13.1 | 13.5 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 72 | 62.2 |
Accumulated Amortization | (55.1) | (49.8) |
Net | 16.9 | 12.4 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 37.3 | 37.2 |
Accumulated Amortization | (24.4) | (23.5) |
Net | 12.9 | 13.7 |
Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 13.2 | 13.2 |
Accumulated Amortization | (10.3) | (10.1) |
Net | $ 2.9 | $ 3.1 |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangible Assets, net - Remaining Estimated Future Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Year | ||
Remainder of 2019 | $ 7.9 | |
2020 | 15 | |
2021 | 11.7 | |
2022 | 7.9 | |
Thereafter | 49.1 | |
Net | $ 91.6 | $ 92.8 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization Programs (Details) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)bank | Jun. 30, 2018USD ($) | Jun. 30, 2019EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | |
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Amounts available under under program | $ 157,400,000 | $ 157,400,000 | $ 249,800,000 | ||||
Interest paid | 43,200,000 | $ 44,500,000 | $ 88,100,000 | $ 86,500,000 | |||
U.S. Accounts Receivable Securitization Program | U.S. Program | |||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Number of banks involved in sale of fractional ownership interest of accounts receivable | bank | 2 | ||||||
Level of eligible assets available under accounts receivable securitization program | $ 60,000,000 | ||||||
Amounts available under under program | 57,400,000 | 57,400,000 | |||||
Amount utilized under accounts receivable securitization program | 0 | 0 | 0 | ||||
U.S. Accounts Receivable Securitization Program | Maximum | U.S. Program | |||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Maximum purchase limit for receivable interests under accounts receivable securitization program | 60,000,000 | 60,000,000 | |||||
European Accounts Receivable Securitization Program | European Program | |||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Amounts available under under program | 79,600,000 | 79,600,000 | € 70,000,000 | ||||
Amount utilized under accounts receivable securitization program | 78,500,000 | 78,500,000 | 69,000,000 | $ 83,900,000 | € 73,300,000 | ||
European Accounts Receivable Securitization Program | Maximum | European Program | |||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Maximum purchase limit for receivable interests under accounts receivable securitization program | 91,000,000 | 91,000,000 | € 80,000,000 | ||||
Accounts Receivable Securitization Programs | |||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | |||||||
Interest paid | $ 200,000 | $ 200,000 | $ 400,000 | $ 200,000 |
Accounts Receivable Factoring_2
Accounts Receivable Factoring Agreements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Transfers and Servicing [Abstract] | |||||
Amounts factored under program | $ 157.4 | $ 157.4 | $ 249.8 | ||
Fees associated with transfer of receivables | $ 0.8 | $ 0.5 | $ 1.3 | $ 1 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 29.3 | $ 7.1 | $ 36.7 | $ 15.7 | |
Other related costs | 21.3 | $ (0.4) | $ 38 | $ 1.8 | |
Restructuring Program term (in years) | 3 years | ||||
Restructuring accrual expected to pay | 52.4 | $ 52.4 | $ 33.5 | ||
Program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 29.3 | 36.7 | |||
Other related costs | 21.3 | 38 | |||
Restructuring accrual expected to pay | 52.4 | 52.4 | |||
Restructuring accrual remaining | 2.5 | 2.5 | |||
Minimum | Program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Other related costs | 230 | ||||
Approved cumulative restructuring spend | 840 | 840 | |||
Maximum | Program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Other related costs | 245 | ||||
Approved cumulative restructuring spend | $ 885 | $ 885 |
Restructuring Activities - Sche
Restructuring Activities - Schedule of Approved Restructuring Spending (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total Restructuring Program Range | ||||
Other expenses associated with the Program | $ 21.3 | $ (0.4) | $ 38 | $ 1.8 |
Total charges | 50.6 | 7.5 | 74.7 | 18.3 |
Capital expenditures | 1.8 | $ 0.3 | 2.3 | $ 0.5 |
Program | ||||
Total Restructuring Program Range | ||||
Other expenses associated with the Program | 21.3 | 38 | ||
Less Cumulative Spend to Date | ||||
Costs of reduction in headcount as a result of reorganization | (322) | (322) | ||
Other expenses associated with the Program | (174) | (174) | ||
Total expense | (496) | (496) | ||
Capital expenditures | (238) | (238) | ||
Total estimated cash cost | (734) | (734) | ||
Program | Minimum | ||||
Total Restructuring Program Range | ||||
Restructuring And Related Cost Of Reduction | 355 | |||
Other expenses associated with the Program | 230 | |||
Total charges | 585 | |||
Capital expenditures | 255 | |||
Total estimated net cash cost | 840 | 840 | ||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Costs of reduction in headcount as a result of reorganization | 33 | 33 | ||
Other expenses associated with the Program | 56 | 56 | ||
Total expense | 89 | 89 | ||
Capital expenditures | 17 | 17 | ||
Total estimated cash cost | 106 | 106 | ||
Program | Maximum | ||||
Total Restructuring Program Range | ||||
Restructuring And Related Cost Of Reduction | 370 | |||
Other expenses associated with the Program | 245 | |||
Total charges | 615 | |||
Capital expenditures | 270 | |||
Total estimated net cash cost | 885 | 885 | ||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Costs of reduction in headcount as a result of reorganization | 48 | 48 | ||
Other expenses associated with the Program | 71 | 71 | ||
Total expense | 119 | 119 | ||
Capital expenditures | 32 | 32 | ||
Total estimated cash cost | $ 151 | $ 151 |
Restructuring Activities - By C
Restructuring Activities - By Condensed Consolidated Statements of Operations Location (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Continuing Operations: | ||||
Other related costs | $ 21.3 | $ (0.4) | $ 38 | $ 1.8 |
Restructuring charges | 29.3 | 7.1 | 36.7 | 15.7 |
Total charges | 50.6 | 7.5 | 74.7 | 18.3 |
Capital expenditures | 1.8 | 0.3 | 2.3 | 0.5 |
Continuing Operations | ||||
Continuing Operations: | ||||
Other related costs | 21.3 | 0.4 | 38 | 2.6 |
Restructuring charges | $ 29.3 | $ 7.1 | $ 36.7 | $ 15.7 |
Restructuring Activities - Rest
Restructuring Activities - Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring accrual at beginning of period | $ 37.5 |
Accrual and accrual adjustments | 36.7 |
Cash payments during 2019 | (19.9) |
Effect of changes in foreign currency exchange rates | 0.6 |
Restructuring accrual at end of period | $ 54.9 |
Debt and Credit Facilities - To
Debt and Credit Facilities - Total Debt Outstanding (Details) € in Millions, $ in Millions | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | |
Debt Instrument [Line Items] | ||||
Document Period End Date | Jun. 30, 2019 | |||
Short-term borrowings | $ 265.3 | $ 232.8 | ||
Current portion of long-term debt | 31.6 | 4.9 | ||
Total current debt | 296.9 | 237.7 | ||
Other | 85.5 | 29.2 | ||
Total long-term debt, less current portion | 3,291.7 | 3,236.5 | ||
Total debt | 3,588.6 | 3,474.2 | ||
Unamortized discounts ands issuance costs | $ 22.2 | $ 24.3 | ||
Short-term debt, weighted average interest rate | 3.00% | 3.00% | 2.80% | 2.80% |
Long-term debt, weighted average interest rate | 5.40% | 5.40% | 5.40% | 5.40% |
ASU 2016-02 | ||||
Debt Instrument [Line Items] | ||||
Current portion of long-term debt | $ 31.6 | |||
Other | 82.7 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Short-term borrowings | 178 | $ 140 | ||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Short-term borrowings | 8.8 | 8.9 | ||
European Accounts Receivable Securitization Program | European Program | ||||
Debt Instrument [Line Items] | ||||
Amount of borrowing under securitization program | $ 78.5 | € 69 | 83.9 | € 73.3 |
6.50% Senior Notes due December 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 6.50% | 6.50% | ||
Senior notes | $ 424.3 | 424 | ||
4.875% Senior Notes due December 2022 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 4.875% | 4.875% | ||
Senior notes | $ 421.5 | 421.1 | ||
5.25% Senior Notes due April 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 5.25% | 5.25% | ||
Senior notes | $ 421.6 | 421.2 | ||
4.50% Senior Notes due September 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 4.50% | 4.50% | ||
Senior notes | $ 452.1 | 454.9 | ||
5.125% Senior Notes due December 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 5.125% | 5.125% | ||
Senior notes | $ 421.6 | 421.3 | ||
5.50% Senior Notes due September 2025 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 5.50% | 5.50% | ||
Senior notes | $ 397.2 | 397.1 | ||
6.875% Senior Notes due July 2033 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 6.875% | 6.875% | ||
Senior notes | $ 445.6 | 445.5 | ||
Term Loan A due July 2023 | ||||
Debt Instrument [Line Items] | ||||
Term loans | $ 222.3 | $ 222.2 |
Debt and Credit Facilities - Am
Debt and Credit Facilities - Amended and Restated Senior Secured Credit Facilities (Details) £ in Millions | Jul. 12, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Aug. 01, 2019USD ($) | Jul. 12, 2018GBP (£) | Jul. 11, 2018USD ($) |
Interest Expense | ||||||
Debt Instrument [Line Items] | ||||||
Amortization expense | $ 500,000 | $ 900,000 | ||||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facilities | $ 700,000,000 | |||||
Term Loan A due July 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Term loans | $ 186,500,000 | £ 29.4 | ||||
Term Loan A due July 2023 | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facilities | $ 475,000,000 | |||||
Third Amended And Restated Credit Agreement | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facilities | 1,000,000,000 | |||||
Loss on debt redemption | 1,900,000 | |||||
Accelerated amortization of original issuance discount | 1,500,000 | |||||
Included in debt redemption was non-lender fees incurred | 400,000 | |||||
Debt issuance lender fees | $ 700,000 | |||||
Third Amended And Restated Credit Agreement | Line of Credit | Revolving Credit Facility | Other Assets | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs capitalized | $ 4,900,000 | $ 4,900,000 | ||||
Base Rate | Third Amended And Restated Credit Agreement | Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Base Rate | Third Amended And Restated Credit Agreement | Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.00% |
Debt and Credit Facilities - Sh
Debt and Credit Facilities - Short-term Borrowings (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Used lines of credit | $ 265.3 | $ 232.8 |
Unused lines of credit | 1,077.5 | 1,135.3 |
Total available lines of credit | 1,342.8 | $ 1,368.1 |
Committed Line Of Credit Facilities | ||
Line of Credit Facility [Line Items] | ||
Total available lines of credit | $ 1,137 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2017USD ($) | Jun. 30, 2019USD ($)derivative | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)derivative | Jun. 30, 2018USD ($) | Dec. 31, 2018derivative | Jun. 30, 2015EUR (€) | Mar. 31, 2015USD ($) | |
4.50% Senior Notes due September 2023 | ||||||||
Derivative [Line Items] | ||||||||
Debt interest rate | 4.50% | 4.50% | ||||||
Foreign currency forward contracts | Designated as Hedging Instruments | ||||||||
Derivative [Line Items] | ||||||||
Maximum original maturity of foreign currency forward contracts | 12 years | |||||||
Unrealized (loss) gain on derivative instruments, net of taxes (less than in current QTD) | $ (0.1) | $ 1.3 | $ (1.3) | $ 2.4 | ||||
Net unrealized derivative gains included in AOCI to be reclassified into earnings in next twelve months | $ 0.1 | |||||||
Foreign currency forward contracts | Derivatives not designated as hedging instruments | ||||||||
Derivative [Line Items] | ||||||||
Maximum original maturity of foreign currency forward contracts | 12 years | |||||||
Interest rate swaps | ||||||||
Derivative [Line Items] | ||||||||
Number of derivative instruments outstanding | derivative | 0 | 0 | 0 | |||||
EUR - Denominated debt | Net Investment Hedge | 4.50% Senior Notes due September 2023 | ||||||||
Derivative [Line Items] | ||||||||
Debt instrument face amount | € | € 400,000,000 | |||||||
Debt interest rate | 4.50% | |||||||
EUR - Denominated debt | Designated as Hedging Instruments | Net Investment Hedge | ||||||||
Derivative [Line Items] | ||||||||
Fair value of liability derivatives | $ 4.8 | $ 4.8 | ||||||
Fair value of liability derivatives, after tax | $ 3.6 | $ 3.6 | ||||||
Cross-currency swaps | Net Investment Hedge | ||||||||
Derivative [Line Items] | ||||||||
Notional amount of outstanding derivative | $ 425 | |||||||
Cross-currency swaps | Designated as Hedging Instruments | Net Investment Hedge | ||||||||
Derivative [Line Items] | ||||||||
Fair value of liability derivatives | $ 61.9 | |||||||
Semi-annual interest settlement resulted in AOCI | 17.7 | |||||||
Semi-annual interest settlement resulted in AOCI after tax | $ (44.2) |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Fair Value of Derivative Instruments (Details) € in Millions, $ in Millions | Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | Dec. 31, 2018USD ($) |
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | $ 2.7 | $ 3.5 | |
Total Derivative Liabilities | (4) | (2.9) | |
Net Derivatives | (1.3) | 0.6 | |
Long-term debt, less current portion | 3,291.7 | 3,236.5 | |
Foreign currency forward contracts | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 2.7 | 3.5 | |
Total Derivative Liabilities | (4) | (2.9) | |
Designated as Hedging Instruments | Foreign currency forward contracts | |||
Derivatives not designated as hedging instruments: | |||
Long-term debt, less current portion | 452.1 | € 400 | 454.9 |
Designated as Hedging Instruments | Cash Flow Hedge | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 0.8 | 1.8 | |
Total Derivative Liabilities | (0.9) | (0.2) | |
Net Derivatives | (0.1) | 1.6 | |
Designated as Hedging Instruments | Cash Flow Hedge | Foreign currency forward contracts | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 0.8 | 1.8 | |
Total Derivative Liabilities | (0.9) | (0.2) | |
Non-Designated as Hedging Instruments | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 1.9 | 1.7 | |
Total Derivative Liabilities | (3.1) | (2.7) | |
Net Derivatives | (1.2) | (1) | |
Non-Designated as Hedging Instruments | Foreign currency forward contracts | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 1.9 | 1.7 | |
Total Derivative Liabilities | $ (3.1) | $ (2.7) |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Offsetting Assets (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Offsetting Assets [Line Items] | ||
Gross position | $ 2.7 | $ 3.5 |
Other Current Assets | ||
Offsetting Assets [Line Items] | ||
Gross position | 2.7 | 3.5 |
Impact of master netting agreements | (1.8) | (1.4) |
Net amounts recognized on the Condensed Consolidated Balance Sheets | $ 0.9 | $ 2.1 |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities - Offsetting Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Offsetting Liabilities [Line Items] | ||
Gross position | $ (4) | $ (2.9) |
Other Current Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross position | (4) | (2.9) |
Impact of master netting agreements | 1.8 | 1.4 |
Net amounts recognized on the Condensed Consolidated Balance Sheets | $ (2.2) | $ (1.5) |
Derivatives and Hedging Activ_7
Derivatives and Hedging Activities - Effect of Derivative Instruments on Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | $ (0.4) | $ (6.7) | $ (2.4) | $ (8.4) |
Derivatives designated as hedging instruments | Cash Flow Hedge | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 1 | (1.1) | 1.6 | (1.7) |
Derivatives designated as hedging instruments | Cash Flow Hedge | Foreign currency forward contracts | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 0.9 | (1.2) | 1.5 | (1.8) |
Derivatives designated as hedging instruments | Cash Flow Hedge | Treasury locks | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 0.1 | 0.1 | 0.1 | 0.1 |
Derivatives designated as hedging instruments | Fair Value Hedges | Interest rate swaps | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 0.2 | 0.1 | 0.3 | 0.2 |
Derivatives not designated as hedging instruments | Foreign currency forward contracts | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | $ (1.6) | $ (5.7) | $ (4.3) | $ (6.9) |
Fair Value Measurements and O_3
Fair Value Measurements and Other Financial Instruments - Fair Value Hierarchy of Financial Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 40.7 | $ 38.6 |
Foreign currency forward contracts and options | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net | (1.3) | |
Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net | 0.6 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 40.7 | 38.6 |
Level 1 | Foreign currency forward contracts and options | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net | 0 | |
Level 1 | Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net | 0 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | Foreign currency forward contracts and options | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net | (1.3) | |
Level 2 | Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net | 0.6 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | Foreign currency forward contracts and options | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net | $ 0 | |
Level 3 | Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net | $ 0 |
Fair Value Measurements and O_4
Fair Value Measurements and Other Financial Instruments - Carrying Amounts and Estimated Fair Values of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
6.50% Senior Notes due December 2020 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 6.50% | |
4.875% Senior Notes due December 2022 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 4.875% | |
5.25% Senior Notes due April 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 5.25% | |
4.50% Senior Notes due September 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 4.50% | |
5.125% Senior Notes due December 2024 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 5.125% | |
5.50% Senior Notes due September 2025 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 5.50% | |
6.875% Senior Notes due July 2033 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 6.875% | |
Carrying Amount | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other foreign borrowings | $ 90.5 | $ 98.5 |
Other domestic borrowings | 178 | 168.4 |
Total debt | 3,474.7 | 3,474.2 |
Carrying Amount | 6.50% Senior Notes due December 2020 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 424.3 | 424 |
Carrying Amount | 4.875% Senior Notes due December 2022 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 421.5 | 421.1 |
Carrying Amount | 5.25% Senior Notes due April 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 421.6 | 421.2 |
Carrying Amount | 4.50% Senior Notes due September 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 452.1 | 454.9 |
Carrying Amount | 5.125% Senior Notes due December 2024 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 421.6 | 421.3 |
Carrying Amount | 5.50% Senior Notes due September 2025 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 397.2 | 397.1 |
Carrying Amount | 6.875% Senior Notes due July 2033 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 445.6 | 445.5 |
Carrying Amount | Term Loan A due July 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Term Loan A Facility | 222.3 | 222.2 |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other foreign borrowings | 87.4 | 99.2 |
Other domestic borrowings | 178 | 170 |
Total debt | 3,705.5 | 3,535.1 |
Fair Value | 6.50% Senior Notes due December 2020 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 440.7 | 440.1 |
Fair Value | 4.875% Senior Notes due December 2022 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 445.8 | 421.2 |
Fair Value | 5.25% Senior Notes due April 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 448.3 | 424.5 |
Fair Value | 4.50% Senior Notes due September 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 513.5 | 489.9 |
Fair Value | 5.125% Senior Notes due December 2024 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 445 | 419.8 |
Fair Value | 5.50% Senior Notes due September 2025 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 424 | 394.8 |
Fair Value | 6.875% Senior Notes due July 2033 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 500.5 | 453.4 |
Fair Value | Term Loan A due July 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Term Loan A Facility | $ 222.3 | $ 222.2 |
Defined Benefit Pension Plans_3
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans - Components of Net Periodic Benefit Cost (Income) for Defined Benefit Pension Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Components of net periodic benefit cost (income): | ||||
Service cost | $ 1 | $ 1.2 | $ 2 | $ 2.2 |
Interest cost | 5.5 | 5.5 | 10.9 | 11 |
Expected return on plan assets | (7.9) | (9.7) | (15.8) | (19.3) |
Amortization of net prior service cost | 0.1 | 0 | 0.1 | 0 |
Amortization of net actuarial loss | 1.3 | 0.8 | 2.5 | 1.7 |
Net periodic cost (income) | 0 | (2.2) | (0.3) | (4.4) |
Cost of settlement | 0.1 | 0.1 | 0.3 | 0.1 |
Total benefit cost (income) | 0.1 | (2.1) | 0 | (4.3) |
U.S. | ||||
Components of net periodic benefit cost (income): | ||||
Service cost | 0 | 0.1 | 0 | 0.1 |
Interest cost | 1.8 | 1.6 | 3.5 | 3.2 |
Expected return on plan assets | (1.8) | (2.2) | (3.6) | (4.4) |
Amortization of net prior service cost | 0 | 0 | 0 | 0 |
Amortization of net actuarial loss | 0.4 | 0.2 | 0.7 | 0.5 |
Net periodic cost (income) | 0.4 | (0.3) | 0.6 | (0.6) |
Cost of settlement | 0 | 0 | 0 | 0 |
Total benefit cost (income) | 0.4 | (0.3) | 0.6 | (0.6) |
International | ||||
Components of net periodic benefit cost (income): | ||||
Service cost | 1 | 1.1 | 2 | 2.1 |
Interest cost | 3.7 | 3.9 | 7.4 | 7.8 |
Expected return on plan assets | (6.1) | (7.5) | (12.2) | (14.9) |
Amortization of net prior service cost | 0.1 | 0 | 0.1 | 0 |
Amortization of net actuarial loss | 0.9 | 0.6 | 1.8 | 1.2 |
Net periodic cost (income) | (0.4) | (1.9) | (0.9) | (3.8) |
Cost of settlement | 0.1 | 0.1 | 0.3 | 0.1 |
Total benefit cost (income) | $ (0.3) | $ (1.8) | $ (0.6) | $ (3.7) |
Defined Benefit Pension Plans_4
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans - Net Period Benefit Costs (income) for Post-retirement Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 5.5 | $ 5.5 | $ 10.9 | $ 11 |
Amortization of net prior service credit | 0.1 | 0 | 0.1 | 0 |
Amortization of net actuarial gain | 1.3 | 0.8 | 2.5 | 1.7 |
Net periodic cost (income) | 0 | (2.2) | (0.3) | (4.4) |
Other employee benefit plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 0.4 | 0.4 | 0.8 | 0.7 |
Amortization of net prior service credit | (0.1) | (0.1) | (0.2) | (0.2) |
Amortization of net actuarial gain | (0.1) | (0.1) | (0.1) | (0.1) |
Net periodic cost (income) | $ 0.2 | $ 0.2 | $ 0.5 | $ 0.4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate, percent | 32.50% | 28.70% | 32.20% | 154.10% |
Decrease in the valuation allowance | $ 8.1 | $ 8.1 | ||
Increase in unrecognized tax benefits | $ 7.7 | $ 10.7 | $ 9.7 | $ 14 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - North American Foam Trays And Absorbent Pads - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from sale of business | $ 75.6 | |
Litigation settlement amount | $ 59 |
Stockholders' Deficit - Repurch
Stockholders' Deficit - Repurchase of Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | May 02, 2018 | Mar. 31, 2017 | Jul. 31, 2015 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
Value of shares repurchased | $ 49,600,000 | $ 77,100,000 | $ 67,300,000 | $ 401,800,000 | |||
July 2015 Repurchase Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 1,500,000,000 | ||||||
Stock repurchase program, authorized increase | $ 1,000,000,000 | $ 1,500,000,000 | |||||
Number of shares repurchased (in shares) | 1,154,047 | 1,780,578 | 1,560,633 | 10,575,532 | |||
Value of shares repurchased | $ 49,500,000 | $ 77,100,000 | $ 67,200,000 | $ 481,600,000 | |||
Shares purchased, average price per share (in usd per share) | $ 42.98 | $ 43.09 | |||||
Common Stock | July 2015 Repurchase Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of shares repurchased (in shares) | 1,780,578 | 9,355,896 | |||||
Value of shares repurchased | $ 77,100,000 | $ 401,600,000 | |||||
Shares purchased, average price per share (in usd per share) | $ 43.29 | $ 42.93 |
Stockholders' Deficit - Dividen
Stockholders' Deficit - Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 11, 2019 | May 16, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Dividends Payable [Line Items] | ||||||
Quarterly cash dividend (in dollars per share) | $ 0.16 | $ 160,000 | $ 160,000 | $ 320,000 | $ 320,000 | |
Amount of quarterly cash dividend declared | $ 24.7 | |||||
Subsequent Event | ||||||
Dividends Payable [Line Items] | ||||||
Quarterly cash dividend (in dollars per share) | $ 0.16 |
Stockholders' Deficit - Share-b
Stockholders' Deficit - Share-based Compensation Omnibus Incentive Plan (Details) - 2014 Omnibus Incentive Plan - shares | 12 Months Ended | |
Dec. 31, 2018 | May 22, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Maximum number of shares of common stock authorized (in shares) | 4,250,000 | |
Additional shares added by amended plan (in shares) | 2,199,114 |
Stockholders' Deficit - Total S
Stockholders' Deficit - Total Share-based Incentive Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Equity [Abstract] | ||||
Total share-based incentive compensation expense | $ 4.8 | $ 7.1 | $ 13.2 | $ 14.6 |
Stockholders' Deficit - PSU Awa
Stockholders' Deficit - PSU Awards (Details) - shares | 1 Months Ended | 6 Months Ended |
Feb. 28, 2019 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Period in the beginning of each year to award PSU's | 90 days | |
Performance period | 3 years | |
2019 Three Year PSU Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
PSU awards performance period | 3 years | |
Target level for the determination of performance goals and measures for adjusted EBITDA goal | 34.00% | |
Weighted average return on total shareholders, EBITDA | 33.00% | |
Weighted average net sales compound average growth rate On Capital | 33.00% | |
2016 Three year PSU Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
PSU awards performance period | 3 years | |
Shares to be issued as percentage of target shares under performance incentive plan | 0.00% | |
Shares to be issued under performance incentive plan (in shares) | 0 | |
Minimum | 2019 Three Year PSU Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares to be issued as percentage of target shares under performance incentive plan | 0.00% | |
Maximum | 2019 Three Year PSU Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares to be issued as percentage of target shares under performance incentive plan | 200.00% |
Stockholders' Deficit - Number
Stockholders' Deficit - Number of PSUs Granted and Grant Date Fair Value of PSUs (Details) | Feb. 14, 2019$ / sharesshares |
TSR | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of units granted (in shares) | shares | 49,819 |
Fair value on grant date (in usd per share) | $ / shares | $ 58.25 |
ROIC | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of units granted (in shares) | shares | 66,807 |
Fair value on grant date (in usd per share) | $ / shares | $ 42.16 |
Adjusted EBITDA | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of units granted (in shares) | shares | 66,807 |
Fair value on grant date (in usd per share) | $ / shares | $ 42.16 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Assumptions Used to Calculate the Grant Date Fair Value (Details) - TSR | Feb. 14, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected price volatility | 22.80% |
Risk-free interest rate | 2.50% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Details of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | $ (348.6) | ||||
Other comprehensive income (loss) before reclassifications | 8.3 | $ (16.2) | |||
Less: amounts reclassified from accumulated other comprehensive loss | $ 0.3 | $ 1.2 | 0.7 | 2.3 | |
Other comprehensive (loss) income | (12.8) | (33) | 9 | (13.9) | |
Ending balance | (341.2) | (341.2) | $ (348.6) | ||
ASU 2018-02 | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Tax Cuts And Jobs Act Of 2017, tax effect, reclassification from Accumulated Other Comprehensive Loss to retained earnings, tax effect | 13.4 | ||||
Unrecognized Pension Items | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | (136.4) | (103.4) | (103.4) | ||
Other comprehensive income (loss) before reclassifications | 0 | 0.1 | |||
Less: amounts reclassified from accumulated other comprehensive loss | 1.7 | 1 | |||
Other comprehensive (loss) income | 1.7 | 1.1 | |||
Ending balance | (134.7) | (102.3) | (134.7) | (102.3) | (136.4) |
Cumulative Translation Adjustment | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | (744.8) | (694.4) | (694.4) | ||
Other comprehensive income (loss) before reclassifications | 6.3 | (28.7) | |||
Less: amounts reclassified from accumulated other comprehensive loss | 0 | 0 | |||
Other comprehensive (loss) income | 6.3 | (28.7) | |||
Ending balance | (738.5) | (723.1) | (738.5) | (723.1) | (744.8) |
Cumulative Translation Adjustment | Intra-entity transactions | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Intra-entity currency translation adjustment in AOCI | (0.4) | 69.9 | (0.4) | 69.9 | |
Unrecognized (Losses) Gains on Derivative Instruments | Net Investment Hedge | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | (41.9) | (46.8) | (46.8) | ||
Other comprehensive income (loss) before reclassifications | 2.3 | 11.2 | |||
Less: amounts reclassified from accumulated other comprehensive loss | 0 | 0 | |||
Other comprehensive (loss) income | 2.3 | 11.2 | |||
Ending balance | (39.6) | (35.6) | (39.6) | (35.6) | (41.9) |
Unrecognized (Losses) Gains on Derivative Instruments | Cash Flow Hedge | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | 2.7 | (0.3) | (0.3) | ||
Other comprehensive income (loss) before reclassifications | (0.3) | 1.2 | |||
Less: amounts reclassified from accumulated other comprehensive loss | (1) | 1.3 | |||
Other comprehensive (loss) income | (1.3) | 2.5 | |||
Ending balance | 1.4 | 2.2 | 1.4 | 2.2 | 2.7 |
Accumulated Other Comprehensive Loss, Net of Taxes | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | (920.4) | (844.9) | (844.9) | ||
Ending balance | $ (911.4) | $ (858.8) | $ (911.4) | $ (858.8) | $ (920.4) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Detail of Amount Reclassified from Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total reclassifications for the period | $ (0.3) | $ (1.2) | $ (0.7) | $ (2.3) |
Other income (expense), net | (3.9) | (1.1) | (3.2) | 10.9 |
Interest expense, net | 43.2 | 44.5 | 88.1 | 86.5 |
Total pre-tax amount | (37.8) | (116.8) | (132.5) | (230.3) |
Tax (expense) benefit | 12.3 | 33.5 | 42.7 | 355 |
Net earnings (loss) from continuing operations | 25.5 | 83.3 | 89.8 | (124.7) |
Prior service credit | Reclassification out of Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total pre-tax amount | 0 | 0.1 | 0.1 | 0.2 |
Actuarial losses | Reclassification out of Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total pre-tax amount | (1.2) | (0.7) | (2.4) | (1.6) |
Defined benefit pension plans and other post-employment benefits | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total reclassifications for the period | (1.7) | (1) | ||
Defined benefit pension plans and other post-employment benefits | Reclassification out of Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total pre-tax amount | (1.2) | (0.6) | (2.3) | (1.4) |
Tax benefit | 0.3 | 0.2 | 0.6 | 0.4 |
Total reclassifications for the period | (0.9) | (0.4) | (1.7) | (1) |
Net gains (losses) on cash flow hedging derivatives | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total pre-tax amount | 1 | (1.1) | 1.6 | (1.7) |
Tax (expense) benefit | (0.4) | 0.3 | (0.6) | 0.4 |
Net earnings (loss) from continuing operations | (0.6) | 0.8 | (1) | 1.3 |
Net gains (losses) on cash flow hedging derivatives | Foreign currency forward contracts | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other income (expense), net | 0.9 | (1.2) | 1.5 | (1.8) |
Net gains (losses) on cash flow hedging derivatives | Treasury locks | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Interest expense, net | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Other Income (Expense), net (De
Other Income (Expense), net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Other Income (Expense) [Line Items] | ||||
Net foreign exchange transaction loss | $ (1.5) | $ (2) | $ (2.6) | $ (13.7) |
Bank fee expense | (1.3) | (1.4) | (2.5) | (2.4) |
Pension income other than service costs | 0.5 | 2.7 | 0.9 | 5.2 |
Other, net | 6.2 | 1.8 | 7.4 | 0 |
Other income (expense), net | 3.9 | $ 1.1 | 3.2 | $ (10.9) |
Claim For Overpayment Of Income Taxes | ||||
Other Income (Expense) [Line Items] | ||||
Other, net | $ 4.8 | $ 4.8 |
Net Earnings (Loss) Per Commo_3
Net Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||
Net earnings (loss) | $ 33.2 | $ 114.4 | $ 90.7 | $ (86.2) |
Distributed and allocated undistributed net earnings to unvested restricted stockholders | (0.1) | (0.6) | (0.2) | (0.3) |
Distributed and allocated undistributed net earnings (loss) | 33.1 | 113.8 | 90.5 | (86.5) |
Distributed net earnings - dividends paid to common stockholders | (24.6) | (25.5) | (49.4) | (51.9) |
Allocation of undistributed net earnings (loss) to common stockholders | $ 8.5 | $ 88.3 | $ 41.1 | $ (138.4) |
Denominator: | ||||
Weighted average number of common shares outstanding - basic (in shares) | 154.5 | 159.7 | 154.6 | 162.5 |
Basic net earnings per common share: | ||||
Distributed net earnings (in dollars per share) | $ 0.16 | $ 0.16 | $ 0.32 | $ 0.32 |
Allocated undistributed net earnings (loss) to common stockholders (in dollars per share) | 0.06 | 0.55 | 0.27 | (0.85) |
Net earnings (loss) per common share - basic (in dollars per share) | $ 0.22 | $ 0.71 | $ 0.59 | $ (0.53) |
Numerator: | ||||
Distributed and allocated undistributed net earnings (loss) | $ 33.1 | $ 113.8 | $ 90.5 | $ (86.5) |
Add: Allocated undistributed net earnings to unvested restricted stockholders | 0 | 0.4 | 0.1 | 0 |
Less: Undistributed net earnings reallocated to unvested restricted stockholders | 0 | (0.4) | (0.1) | 0 |
Net earnings (loss) available to common stockholders - diluted | $ 33.1 | $ 113.8 | $ 90.5 | $ (86.5) |
Denominator: | ||||
Weighted average number of common shares outstanding - basic (in shares) | 154.5 | 159.7 | 154.6 | 162.5 |
Effect of contingently issuable shares (in shares) | 0.3 | 0.1 | 0.2 | 0 |
Effect of unvested restricted stock units (in shares) | 0.2 | 0.4 | 0.2 | 0 |
Weighted average number of common shares outstanding - diluted under two-class (in shares) | 155 | 160.2 | 155 | 162.5 |
Effect of unvested restricted stock - participating security (in shares) | 0.3 | 0.4 | 0.3 | 0 |
Weighted average number of common shares outstanding - diluted under treasury stock (in shares) | 155.3 | 160.6 | 155.3 | 162.5 |
Diluted net earnings (loss) per common share (in dollars per share) | $ 0.21 | $ 0.71 | $ 0.58 | $ (0.53) |
Uncategorized Items - q2201910-
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,700,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,700,000 |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (3,400,000) |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (3,400,000) |