Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
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 $0.10 per share | |
Trading Symbol | SEE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 155,676,478 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001012100 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 289.7 | $ 262.4 |
Trade receivables, net of allowance for doubtful accounts of $9.2 in 2020 and $8.2 in 2019 | 515.8 | 556.5 |
Income tax receivables | 14.8 | 32.8 |
Other receivables | 69.8 | 80.3 |
Inventory, net of reserves | 638.2 | 570.3 |
Current assets held for sale | 0.7 | 2.8 |
Prepaid expenses and other current assets | 103.1 | 58.9 |
Total current assets | 1,632.1 | 1,564 |
Property and equipment, net | 1,115.2 | 1,141.9 |
Goodwill | 2,196.4 | 2,216.9 |
Identifiable intangible assets, net | 171.8 | 182.1 |
Deferred taxes | 236.1 | 238.6 |
Operating lease right-of-use-assets | 81.7 | 90.1 |
Other non-current assets | 323 | 331.6 |
Total assets | 5,756.3 | 5,765.2 |
Current liabilities: | ||
Short-term borrowings | 81.7 | 98.9 |
Current portion of long-term debt | 21.8 | 16.7 |
Current portion of operating lease liabilities | 24.9 | 26.2 |
Accounts payable | 724.1 | 738.5 |
Accrued restructuring costs | 22.9 | 29.5 |
Income tax payable | 43.4 | 12.3 |
Other current liabilities | 435.9 | 514.1 |
Total current liabilities | 1,354.7 | 1,436.2 |
Long-term debt, less current portion | 3,692.7 | 3,698.6 |
Long-term operating lease liabilities, less current portion | 58.7 | 65.7 |
Deferred taxes | 31.6 | 30.7 |
Other non-current liabilities | 688.7 | 730.2 |
Total liabilities | 5,826.4 | 5,961.4 |
Commitments and contingencies - Note 19 | ||
Stockholders’ deficit: | ||
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2020 and 2019 | 0 | 0 |
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 231,966,871 in 2020 and 231,622,535 in 2019; shares outstanding: 155,680,716 in 2020 and 154,512,813 in 2019 | 23.2 | 23.2 |
Additional paid-in capital | 2,070.9 | 2,073.5 |
Retained earnings | 2,175.1 | 1,998.5 |
Common stock in treasury, 76,286,155 shares in 2020 and 77,109,722 shares in 2019 | (3,346.3) | (3,382.4) |
Accumulated other comprehensive loss, net of taxes | (993) | (909) |
Total stockholders’ deficit | (70.1) | (196.2) |
Total liabilities and stockholders’ deficit | $ 5,756.3 | $ 5,765.2 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 9.2 | $ 8.2 |
Inventory reserves | $ 18.8 | $ 19.6 |
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) | 231,966,871 | 231,622,535 |
Common stock, shares, outstanding (in shares) | 155,680,716 | 154,512,813 |
Treasury stock, shares (in shares) | 76,286,155 | 77,109,722 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,151.2 | $ 1,161 | $ 2,325.1 | $ 2,273.7 |
Cost of sales | 761.3 | 782.7 | 1,544.7 | 1,530.2 |
Gross profit | 389.9 | 378.3 | 780.4 | 743.5 |
Selling, general and administrative expenses | 184.5 | 266.2 | 378.6 | 478.3 |
Amortization expense of intangible assets acquired | 9.3 | 4.4 | 18.3 | 9 |
Restructuring charges | 10.1 | 29.3 | 10.7 | 36.7 |
Operating profit | 186 | 78.4 | 372.8 | 219.5 |
Interest expense, net | (43.3) | (43.2) | (87.7) | (88.1) |
Foreign currency exchange loss due to highly inflationary economies | (1.2) | (1.3) | (2.1) | (2.1) |
Other income, net | 3.4 | 3.9 | 9.1 | 3.2 |
Earnings before income tax provision | 144.9 | 37.8 | 292.1 | 132.5 |
Income tax provision | 44.6 | 12.3 | 77.3 | 42.7 |
Net earnings from continuing operations | 100.3 | 25.5 | 214.8 | 89.8 |
Gain on sale of discontinued operations, net of tax | (0.2) | 7.7 | 11.9 | 0.9 |
Net earnings | $ 100.1 | $ 33.2 | $ 226.7 | $ 90.7 |
Basic: | ||||
Continuing operations (in dollars per share) | $ 0.64 | $ 0.16 | $ 1.38 | $ 0.58 |
Discontinued operations (in dollars per share) | 0 | 0.06 | 0.08 | 0.01 |
Net earnings per common share - basic (in dollars per share) | 0.64 | 0.22 | 1.46 | 0.59 |
Diluted: | ||||
Continuing operations (in dollars per share) | 0.64 | 0.16 | 1.38 | 0.58 |
Discontinued operations (in dollars per share) | 0 | 0.05 | 0.08 | 0 |
Net earnings per common share - diluted (n dollars per share) | $ 0.64 | $ 0.21 | $ 1.46 | $ 0.58 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 155.6 | 154.5 | 155.1 | 154.6 |
Diluted (in shares) | 155.9 | 155.3 | 155.4 | 155.3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 100.1 | $ 33.2 | $ 226.7 | $ 90.7 |
Gross | ||||
Recognition of pension items | 1.5 | 1.1 | 2.8 | 2.2 |
Unrealized (losses) on derivative instruments for net investment hedge | (7.7) | (6) | (1.7) | 3 |
Unrealized (losses) gains on derivative instruments for cash flow hedge | (3) | (0.1) | 3.1 | (1.8) |
Foreign currency translation adjustments | 29.3 | (9.8) | (84.9) | 6.4 |
Other comprehensive income (loss) | 20.1 | (14.8) | (80.7) | 9.8 |
Taxes | ||||
Recognition of pension items | (0.4) | (0.2) | (0.7) | (0.5) |
Unrealized (losses) on derivative instruments for net investment hedge | 1.9 | 1.5 | 0.4 | (0.7) |
Unrealized (losses) gains on derivative instruments for cash flow hedge | 0.8 | 0.1 | (0.8) | 0.5 |
Foreign currency translation adjustments | 2.9 | 0.6 | (2.2) | (0.1) |
Other comprehensive income (loss) | 5.2 | 2 | (3.3) | (0.8) |
Net | ||||
Recognition of pension items | 1.1 | 0.9 | 2.1 | 1.7 |
Unrealized (losses) on derivative instruments for net investment hedge | (5.8) | (4.5) | (1.3) | 2.3 |
Unrealized (losses) gains on derivative instruments for cash flow hedge | (2.2) | 0 | 2.3 | (1.3) |
Foreign currency translation adjustments | 32.2 | (9.2) | (87.1) | 6.3 |
Other comprehensive income (loss) | 25.3 | (12.8) | (84) | 9 |
Comprehensive income, net of taxes | $ 125.4 | $ 20.4 | $ 142.7 | $ 99.7 |
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 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 | 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 gain on derivative instruments, net of taxes | 1 | 1 | ||||
Net earnings | 90.7 | 90.7 | ||||
Dividends on common stock | (49.8) | (49.8) | ||||
Balance at end of period at Jun. 30, 2019 | (341.2) | 23.2 | 2,053 | 1,876.4 | (3,382.4) | (911.4) |
Balance at beginning of period 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 gain on derivative instruments, net of taxes | (4.5) | (4.5) | ||||
Net earnings | 33.2 | 33.2 | ||||
Dividends on common stock | (24.8) | (24.8) | ||||
Balance at end of period at Jun. 30, 2019 | (341.2) | 23.2 | 2,053 | 1,876.4 | (3,382.4) | (911.4) |
Balance at beginning of period at Dec. 31, 2019 | (196.2) | 23.2 | 2,073.5 | 1,998.5 | (3,382.4) | (909) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Effect of share-based incentive compensation | 9.1 | 9.1 | ||||
Stock issued for profit sharing contribution paid in stock | 24.4 | (11.7) | 36.1 | |||
Recognition of pension items, net of taxes | 2.1 | 2.1 | ||||
Foreign currency translation adjustments | (87.1) | (87.1) | ||||
Unrealized gain on derivative instruments, net of taxes | 1 | 1 | ||||
Net earnings | 226.7 | 226.7 | ||||
Dividends on common stock | (50.1) | (50.1) | ||||
Balance at end of period at Jun. 30, 2020 | (70.1) | 23.2 | 2,070.9 | 2,175.1 | (3,346.3) | (993) |
Balance at beginning of period at Mar. 31, 2020 | (181.9) | 23.2 | 2,059.6 | 2,099.9 | (3,346.3) | (1,018.3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Effect of share-based incentive compensation | 11.3 | 11.3 | ||||
Recognition of pension items, net of taxes | 1.1 | 1.1 | ||||
Foreign currency translation adjustments | 32.2 | 32.2 | ||||
Unrealized gain on derivative instruments, net of taxes | (8) | (8) | ||||
Net earnings | 100.1 | 100.1 | ||||
Dividends on common stock | (24.9) | (24.9) | ||||
Balance at end of period at Jun. 30, 2020 | $ (70.1) | $ 23.2 | $ 2,070.9 | $ 2,175.1 | $ (3,346.3) | $ (993) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) - $ / shares | May 21, 2020 | Feb. 13, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Statement of Stockholders' Equity [Abstract] | ||||||
Dividends per share common stock (in dollars per share) | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.32 | $ 0.32 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Cash Flows [Abstract] | ||
Net earnings | $ 226.7 | $ 90.7 |
Adjustments to reconcile net earnings to net cash provided by operating activities | ||
Depreciation and amortization | 85.9 | 66 |
Share-based incentive compensation | 19.2 | 13.2 |
Profit sharing expense | 14.1 | 10.6 |
Provisions for bad debt | 2.6 | 1.7 |
Provisions for inventory obsolescence | 3.2 | 4.1 |
Deferred taxes, net | 1.8 | (5.7) |
Net gain on sale of business | (12.1) | (0.9) |
Other non-cash items | 7.8 | 0.7 |
Changes in operating assets and liabilities: | ||
Trade receivables, net | (26) | (4.2) |
Inventories, net | (88.1) | (48.2) |
Accounts payable | 2.1 | (10.4) |
Customer advance payments | 12 | 1.5 |
Income tax receivable/payable | 48.7 | 6.3 |
Other assets and liabilities | (84.9) | 43.9 |
Net cash provided by operating activities | 213 | 169.3 |
Cash flows from investing activities: | ||
Capital expenditures | (83.6) | (94.5) |
Receipts (payments) associated with sale of business and property and equipment | 5.2 | (2.7) |
Business acquired, net of cash acquired | 4.2 | (23.1) |
Investment in marketable securities | 12.9 | 0 |
Settlement of foreign currency forward contracts | (5.9) | (4.1) |
Net cash used in investing activities | (67.2) | (124.4) |
Cash flows from financing activities: | ||
Net (payments) proceeds of short-term borrowings | (20.4) | 33.1 |
Dividends paid on common stock | (50.7) | (49.7) |
Impact of tax withholding on share-based compensation | (11.2) | (10.6) |
Repurchases of common stock | 0 | (67.3) |
Principal payments related to financing leases | (5.9) | (3.7) |
Net cash used in financing activities | (88.2) | (98.2) |
Effect of foreign currency exchange rate changes on cash and cash equivalents | (30.3) | 3.8 |
Cash and cash equivalents | 262.4 | 271.7 |
Restricted cash and cash equivalents | 0 | 0 |
Balance, beginning of period | 262.4 | 271.7 |
Net change during the period | 27.3 | (49.5) |
Cash and cash equivalents | 289.7 | 222.2 |
Restricted cash and cash equivalents | 0 | 0 |
Balance, end of period | 289.7 | 222.2 |
Supplemental Cash Flow Information: | ||
Interest payments, net of amounts capitalized | 97.5 | 95.6 |
Income tax payments, net of cash refunds | 31.4 | 29.4 |
Restructuring payments including associated costs | 43.9 | 49.2 |
Non-cash items: | ||
Transfers of shares of common stock from treasury for profit-sharing contributions | $ 24.4 | $ 21.9 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization We are a leading global provider of packaging solutions for the food, e-Commerce, electronics and industrial markets. We serve an array of end markets including food and beverage processing, food service, retail, commercial and consumer applications, by providing food safety and security, product protection and equipment which allows our customers to increase automation. 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 statement of our Condensed Consolidated Balance Sheet as of June 30, 2020 and our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019 have been made. The results set forth in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020 and in our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year. The Condensed Consolidated Balance Sheet as of December 31, 2019 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. Some prior period amounts have been reclassified to conform to the current year presentation. These reclassifications, individually and in the aggregate, did not have a material impact on our condensed consolidated financial condition, results of operations or cash flows. All amounts are in millions, except per share amounts, and approximate due to rounding. All amounts are presented in US Dollar, unless otherwise specified. 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, 2019 (“2019 Form 10-K”) and with the information contained in other publicly-available filings with the SEC. Starting in the second quarter 2020, we have renamed our reporting segments from Food Care to Food and from Product Care to Protective. This segment reporting name change aligns with our use internally and in the markets we serve. There has been no change in the composition of the segments and no impact on prior period results of our reporting segments. 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 US 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 US 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 |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Recently Adopted and Issued Accounting Standards | Recently Adopted and Issued Accounting Standards Recently Adopted 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 was adopted as part of our adoption of ASU 2016-13 as of January 1, 2020. These amendments did not have a material impact on the Company's Condensed Consolidated Financial Statements. 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 were effective for us beginning July 1, 2019 and did not have a material impact on the Company's Condensed Consolidated Financial Statements. 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. We adopted the amendments related to ASU 2016-01 (Topic 825, Financial Instruments) as of January 1, 2020 with no material 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”). 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. The Company adopted ASU 2018-15 on January 1, 2020, using a prospective approach. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements. 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”). 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. We have adopted ASU 2018-14 for the year ending December 31, 2020, with no impact to our interim disclosures. Our adoption of ASU 2018-14 will only impact our annual disclosures related to Defined Benefit Plans and had no impact on the Company's Condensed Consolidated Financial Results. 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”). 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. The Company adopted ASU 2018-13 on January 1, 2020. The adoption did not have an impact on the Company's Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and issued subsequent amendments to the initial guidance, collectively, Topic 326. ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The Company adopted ASU 2016-13 on January 1, 2020. The Company adopted ASU 2016-13 using a modified retrospective approach which requires that the Company recognize the cumulative effect of the initial adoption, if any, as an adjustment to retained earnings. There was no cumulative gross-up or adjustment to our allowance for credit losses as a result of our adoption of ASU 2016-13. Based on financial instruments currently held by us, the adoption of ASU 2016-13 impacts our trade receivables, specifically our allowance for doubtful accounts. As part of our adoption of ASU 2016-13, we have expanded our disclosures related to credit losses. See Note 12, “Credit Losses,” to the Notes to Condensed Consolidated Financial Statements for additional information related to our credit losses. Recently Issued Accounting Standards In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323) and Derivatives and Hedging (Topic 815) - Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 ("ASU 2020-01"). ASU 2020-01 makes improvements related to accounting for certain equity securities when the equity method of accounting is applied or discontinued and provides scope considerations related to forward contracts and purchased options on certain securities. The guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. We do not expect ASU 2020-01 to have a material impact on the Company's Condensed Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions to the guidance in Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes, enacted change in tax laws or rates and clarifies the accounting transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. We are currently in the process of evaluating the effect that ASU 2019-12 will have on the Company's Condensed Consolidated Financial Statements. |
Revenue Recognition, Contracts
Revenue Recognition, Contracts with Customers | 6 Months Ended |
Jun. 30, 2020 | |
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, foodservice 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 are Food and Protective. Our Food applications are largely sold directly to end customers, while our Protective products are sold through business supply distributors and directly to the end customer. Food: Food 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 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. Food solutions are marketed under the Cryovac ® trademark and other highly recognized trade names including Cryovac Grip & Tear ® , Cryovac Darfresh ® , Cryovac Mirabella ® , Simple Steps ® and OptiDure ™ . Protective: Protective packaging solutions are utilized across many global markets and are especially valuable to e-Commerce, electronics and industrial manufacturing. Protective 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. Recent acquisitions in Protective include Automated Packaging Systems, LLC (“Automated”) in 2019. Protective benefits from the continued expansion of e-Commerce, increasing freight costs, scarcity of labor, and increasing demand for more sustainable packaging. Protective solutions are largely sold through supply distributors that sell to business/industrial end-users. Protective 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. Protective solutions are marketed under brands including Bubble Wrap ® brand inflatable packaging, Sealed Air ® brand performance shrink films and Autobag ® brand bagging systems. Protective product families include additional tradenames including Instapak ® polyurethane foam packaging solutions and Korrvu ® suspension and retention packaging. Identify Contract with Customer: For Sealed Air, the determination of whether an arrangement meets the definition of a contract under Accounting Standards Codification 606 (“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, the next level of enforceability is determined, which often represents the individual purchase orders and the agreed upon terms. Performance Obligations: The most common goods and services determined to be distinct performance obligations are materials, equipment sales, and maintenance. Free on loan and leased equipment is typically identified as a separate lease component in scope of ASC 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 for the three and six months ended June 30, 2020 from performance obligations satisfied in previous reporting periods was $1.2 million and $2.2 million, respectively, and $0.7 million and $1.8 million for the three and six months ended June 30, 2019, 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 materials purchased. We believe that this form of variable consideration should only be allocated to materials because the entire amount of variable consideration relates to the customer’s purchase of and Sealed Air’s efforts to provide materials. 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 materials because the pricing formulas in these contracts are related to the cost to produce materials. Transfer of Control: Revenue is recognized upon transfer of control to the customer. Revenue for materials 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, 2020 and 2019, revenues from contracts with customers summarized by Segment Geography were as follows: Three Months Ended June 30, 2020 (In millions) Food Protective Total North America $ 379.2 $ 309.2 $ 688.4 EMEA 150.2 87.9 238.1 APAC 92.3 77.1 169.4 South America 45.3 2.4 47.7 Topic 606 Segment Revenue 667.0 476.6 1,143.6 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 6.2 1.4 7.6 Total $ 673.2 $ 478.0 $ 1,151.2 Six Months Ended June 30, 2020 (In millions) Food Protective Total North America $ 780.4 $ 617.4 $ 1,397.8 EMEA 291.9 191.4 483.3 APAC 186.2 143.8 330.0 South America 94.7 6.1 100.8 Topic 606 Segment Revenue 1,353.2 958.7 2,311.9 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 10.3 2.9 13.2 Total $ 1,363.5 $ 961.6 $ 2,325.1 Three Months Ended June 30, 2019 (In millions) Food Protective Total North America $ 401.1 $ 282.9 $ 684.0 EMEA 155.6 89.2 244.8 APAC 96.5 72.5 169.0 South America 52.3 3.8 56.1 Topic 606 Segment 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 Protective Total North America $ 783.9 $ 548.7 $ 1,332.6 EMEA 296.7 183.0 479.7 APAC 198.7 139.8 338.5 South America 102.9 7.9 110.8 Topic 606 Segment 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 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 materials 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 opening and closing balances of contract liabilities arising from contracts with customers as of June 30, 2020 and December 31, 2019 were as follows: (In millions) June 30, 2020 December 31, 2019 Contract liabilities 16.4 16.7 There were no contract asset balances recorded on the Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019. The contract liability balance represents deferred revenue, primarily related to equipment accruals. Revenue recognized in the three and six months ended June 30, 2020 that was included in the contract liability balance at the beginning of the period was $0.4 million and $5.3 million, respectively, and $0.9 million and $1.7 million in the three and six months ended June 30, 2019, respectively. This revenue was driven primarily by equipment performance obligations being satisfied. Remaining Performance Obligations The following table summarizes the estimated transaction price from contracts with customers allocated to performance obligations or portions of performance obligations that have not yet been satisfied as of June 30, 2020, as well as the expected timing of recognition of that transaction price. (In millions) Short-Term (12 months or less) (1) Long-Term Total Total transaction price $ 7.0 $ 9.4 $ 16.4 (1) Our enforceable contractual obligations tend to be short term in nature. The table above does not include the transaction price of any remaining performance obligations that are part of the contracts with expected durations of one year or less. 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, 2020 | |
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, 2020 was: (in millions) Short-Term Long-Term Total Total lease receivable (Sales-type and Operating) $ 4.8 $ 11.2 $ 16.0 Lessee Sealed Air has contractual obligations as a lessee with respect to warehouses, offices, manufacturing facilities, IT equipment, automobiles, and material production equipment. Under the leasing standard, ASC 842, 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. We utilize the short-term lease recognition exemption for all asset classes as part of our on-going accounting under ASC 842. This means, for those leases that qualify, we will not recognize right of use (“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, 2020 December 31, 2019 Other non-current assets: Finance leases - ROU assets $ 58.9 $ 54.8 Finance leases - Accumulated depreciation (19.9) (15.0) Operating lease right-of-use-assets: Operating leases - ROU assets 120.6 118.8 Operating leases - Accumulated depreciation (38.9) (28.7) Total lease assets $ 120.7 $ 129.9 Current portion of long-term debt: Finance leases $ (10.5) (10.4) Current portion of operating lease liabilities: Operating leases (24.9) (26.2) Long-term debt, less current portion: Finance leases (27.4) (28.7) Long-term operating lease liabilities, less current portion: Operating leases (58.7) (65.7) Total lease liabilities $ (121.5) $ (131.0) At June 30, 2020, 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 2020 $ 15.0 $ 6.6 2021 25.2 11.9 2022 18.1 7.3 2023 12.5 3.7 2024 8.1 2.1 Thereafter 16.3 13.5 Total lease payments 95.2 45.1 Less: Interest (11.6) (7.2) Present value of lease liabilities $ 83.6 $ 37.9 The following lease cost is included in our Condensed Consolidated Statements of Operations: Three Months Ended Six Months Ended (in millions) 2020 2019 2020 2019 Lease cost (1) Finance leases Amortization of ROU assets $ 2.8 $ 2.0 $ 5.5 $ 4.1 Interest on lease liabilities 0.4 0.5 0.9 1.0 Operating leases 7.8 7.9 15.9 16.3 Short-term lease cost 0.8 1.0 1.7 1.9 Variable lease cost 1.2 2.1 2.8 3.1 Total lease cost $ 13.0 $ 13.5 $ 26.8 $ 26.4 (1) With the exception of Interest on lease liabilities, we record lease costs to Cost of sales or Selling, general and administrative expenses on the Condensed Consolidated Statements of Operations, depending on the use of the leased asset. Interest on lease liabilities is recorded to Interest expense, net on the Condensed Consolidated Statement of Operations. Six Months Ended (in millions) 2020 2019 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - finance leases $ 2.3 $ 2.0 Operating cash flows - operating leases $ 17.5 $ 17.3 Financing cash flows - finance leases $ 5.9 $ 3.7 ROU assets obtained in exchange for new finance lease liabilities $ 5.1 $ 9.0 ROU assets obtained in exchange for new operating lease liabilities $ 9.0 $ 4.9 Six Months Ended 2020 2019 Weighted average information: Finance leases Remaining lease term (in years) 6.1 7.3 Discount rate 4.8 % 5.4 % Operating leases Remaining lease term (in years) 4.8 5.0 Discount rate 5.1 % 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, 2020 was: (in millions) Short-Term Long-Term Total Total lease receivable (Sales-type and Operating) $ 4.8 $ 11.2 $ 16.0 Lessee Sealed Air has contractual obligations as a lessee with respect to warehouses, offices, manufacturing facilities, IT equipment, automobiles, and material production equipment. Under the leasing standard, ASC 842, 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. We utilize the short-term lease recognition exemption for all asset classes as part of our on-going accounting under ASC 842. This means, for those leases that qualify, we will not recognize right of use (“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, 2020 December 31, 2019 Other non-current assets: Finance leases - ROU assets $ 58.9 $ 54.8 Finance leases - Accumulated depreciation (19.9) (15.0) Operating lease right-of-use-assets: Operating leases - ROU assets 120.6 118.8 Operating leases - Accumulated depreciation (38.9) (28.7) Total lease assets $ 120.7 $ 129.9 Current portion of long-term debt: Finance leases $ (10.5) (10.4) Current portion of operating lease liabilities: Operating leases (24.9) (26.2) Long-term debt, less current portion: Finance leases (27.4) (28.7) Long-term operating lease liabilities, less current portion: Operating leases (58.7) (65.7) Total lease liabilities $ (121.5) $ (131.0) At June 30, 2020, 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 2020 $ 15.0 $ 6.6 2021 25.2 11.9 2022 18.1 7.3 2023 12.5 3.7 2024 8.1 2.1 Thereafter 16.3 13.5 Total lease payments 95.2 45.1 Less: Interest (11.6) (7.2) Present value of lease liabilities $ 83.6 $ 37.9 The following lease cost is included in our Condensed Consolidated Statements of Operations: Three Months Ended Six Months Ended (in millions) 2020 2019 2020 2019 Lease cost (1) Finance leases Amortization of ROU assets $ 2.8 $ 2.0 $ 5.5 $ 4.1 Interest on lease liabilities 0.4 0.5 0.9 1.0 Operating leases 7.8 7.9 15.9 16.3 Short-term lease cost 0.8 1.0 1.7 1.9 Variable lease cost 1.2 2.1 2.8 3.1 Total lease cost $ 13.0 $ 13.5 $ 26.8 $ 26.4 (1) With the exception of Interest on lease liabilities, we record lease costs to Cost of sales or Selling, general and administrative expenses on the Condensed Consolidated Statements of Operations, depending on the use of the leased asset. Interest on lease liabilities is recorded to Interest expense, net on the Condensed Consolidated Statement of Operations. Six Months Ended (in millions) 2020 2019 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - finance leases $ 2.3 $ 2.0 Operating cash flows - operating leases $ 17.5 $ 17.3 Financing cash flows - finance leases $ 5.9 $ 3.7 ROU assets obtained in exchange for new finance lease liabilities $ 5.1 $ 9.0 ROU assets obtained in exchange for new operating lease liabilities $ 9.0 $ 4.9 Six Months Ended 2020 2019 Weighted average information: Finance leases Remaining lease term (in years) 6.1 7.3 Discount rate 4.8 % 5.4 % Operating leases Remaining lease term (in years) 4.8 5.0 Discount rate 5.1 % 5.5 % |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisitions Automated Packaging Systems, LLC On August 1, 2019 the Company acquired 100% of the limited liability company interest in Automated Packaging Systems, LLC, formerly, Automated Packaging Systems, Inc. (“Automated”), a manufacturer of automated bagging systems. The acquisition is included in our Protective reporting segment. Automated offers opportunities to expand the Company's automated solutions and into adjacent markets. Cash paid for Automated was $441.4 million. The preliminary opening balance sheet includes $58.2 million of assumed liabilities in connection with a deferred incentive compensation plan for Automated's European employees. Of this amount, $16.5 million and $19.7 million were paid during the second quarter of 2020 and the fourth quarter of 2019, respectively. In July 2020, $2.5 million of taxes related to the second quarter 2020 payment was made to the taxing authorities. Sealed Air is expected to make the remaining payment to the deferred incentive compensation plan participants in June 2021. The purchase price was primarily funded with proceeds from the incremental term facility provided for under an amendment to our Credit Facility, as described in Note 14, "Debt and Credit Facilities" of the Notes to Condensed Consolidated Financial Statements. For the six months ended June 30, 2020, transaction expenses recognized for the Automated acquisition were $0.3 million. These expenses primarily relate to the first quarter purchase price adjustment and are included within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. The following table summarizes the consideration transferred to acquire Automated and the preliminary allocation of purchase price among the assets acquired and liabilities assumed, including measurement period adjustments recorded through June 30, 2020. On August 1, 2020, the Company finalized the purchase price allocation for this acquisition. There were no material adjustments made subsequent to June 30, 2020 in conjunction with the finalization of the Automated purchase price allocation. Revised Preliminary Allocation Measurement Period Revised Preliminary Allocation (In millions) As of August 1, 2019 Adjustments As of June 30, 2020 Total consideration transferred $ 445.7 $ (4.3) $ 441.4 Assets: Cash and cash equivalents 16.0 (0.2) 15.8 Trade receivables, net 37.3 — 37.3 Other receivables 0.3 — 0.3 Inventories, net 40.7 (0.7) 40.0 Prepaid expenses and other current assets 2.3 — 2.3 Property and equipment, net (1) 76.9 8.7 85.6 Identifiable intangible assets, net (1) 81.1 (0.6) 80.5 Goodwill 261.3 (14.5) 246.8 Operating lease right-of-use-assets — 4.3 4.3 Other non-current assets 24.7 1.1 25.8 Total assets $ 540.6 $ (1.9) $ 538.7 Liabilities: Accounts payable 12.0 — 12.0 Current portion of long-term debt 2.6 (0.5) 2.1 Current portion of operating lease liabilities — 1.5 1.5 Other current liabilities 56.2 (3.2) 53.0 Long-term debt, less current portion 4.3 (0.3) 4.0 Long-term operating lease liabilities, less current portion — 2.8 2.8 Deferred taxes — 0.5 0.5 Other non-current liabilities 19.8 1.6 21.4 Total liabilities $ 94.9 $ 2.4 $ 97.3 (1) In the Preliminary Allocation as of August 1, 2019, $2.4 million of software was initially recorded as computer hardware within Property and equipment, net as disclosed in the 2019 Form 10-K. The asset represents software acquired and has been reclassified in identifiable intangible assets, net within Revised Preliminary Allocation in the table above. Measurement period adjustments recorded during the three months ended June 30, 2020 were primarily a result of a true-up to payroll taxes related to the second deferred incentive compensation payment made in June 2020. Measurement period adjustments recorded during the six months ended June 30, 2020 were primarily a result of the deferred incentive compensation payment adjustment and a net working capital and purchase price settlement with the seller of $4.3 million during the first quarter. The following table summarizes the acquired identifiable intangible assets, net and their useful lives. Amount Useful life (in millions) (in years) Customer relationships $ 28.9 13.0 Trademarks and tradenames 15.6 9.1 Capitalized software 2.4 3.0 Technology 29.6 6.4 Backlog 4.0 0.4 Total intangible assets with definite lives $ 80.5 Goodwill is a result of the expected synergies and cross-selling opportunities that this acquisition is expected to bring to the Company, as well as the expected growth potential in Automated Packaging Systems' automated and sustainable solutions. Goodwill allocated to U.S. entities is deductible for tax purposes. Goodwill allocated to foreign entities is not deductible for tax purposes. The goodwill balance has been recorded to the Protective reportable segment. Other non-current assets include the net overfunded position of a closed defined benefit pension plan in the United Kingdom. Refer to Note 17, "Defined Benefit Pension Plans and Other Post-Employment Benefit Plans," of the Notes to Condensed Consolidated Financial Statements for additional information on the Company's other defined benefit pension plans. In conjunction with the acquisition and subsequent integration, the Company expects to incur restructuring charges. No restructuring accrual is included in our opening balance sheet as the liability did not exist at the time of acquisition. Refer to Note 13, "Restructuring Activities," of the Notes to Condensed Consolidated Financial Statements for more detail on the Company's restructuring activity. The inclusion of Automated in our consolidated financial statements is not deemed material with respect to the requirement to provide pro forma results of operations in ASC 805. As such, pro forma information is not presented. Other 2019 Acquisition Activity During the second quarter of 2019, Food 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. The final purchase price adjustments resulting in an increase to goodwill of $0.3 million were recorded in the third quarter of 2019. Identifiable intangible assets acquired were not material. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company’s segment reporting structure consists of two reportable segments as follows and a Corporate category: • Food; and • Protective. Starting in the second quarter of 2020, we have renamed our reporting segments from Food Care to Food and from Product Care to Protective. This segment reporting name change aligns with our use internally and in the markets we serve. There has been no change in the composition of the segments and no impact on prior period results of our reportable segments. The Company’s Food and Protective segments are considered reportable segments under FASB ASC Topic 280. Our reportable segments are aligned with similar groups of products. Corporate includes certain costs that are not allocated to the reportable segments. The Company evaluates performance of the reportable segments based on the results of each segment. The performance metric used by the Company's chief operating decision maker to evaluate performance of our reportable segments is Adjusted EBITDA. The Company allocates expense to each segment based on various factors including direct usage of resources, allocation of headcount, allocation of software licenses or, in cases where costs are not clearly delineated, costs may be allocated on portion of either net trade sales or an expense factor such as cost of 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 Consolidated Financial Statements. The following tables show Net Sales and Adjusted EBITDA by reportable segment: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Net Sales: Food $ 673.2 $ 711.0 $ 1,363.5 $ 1,391.0 As a % of Total Company net sales 58.5 % 61.2 % 58.6 % 61.2 % Protective 478.0 450.0 961.6 882.7 As a % of Total Company net sales 41.5 % 38.8 % 41.4 % 38.8 % Total Company Net Sales $ 1,151.2 $ 1,161.0 $ 2,325.1 $ 2,273.7 Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Adjusted EBITDA from continuing operations Food $ 169.1 $ 155.6 $ 325.4 $ 298.5 Adjusted EBITDA Margin 25.1 % 21.9 % 23.9 % 21.5 % Protective 91.5 84.0 184.3 159.0 Adjusted EBITDA Margin 19.1 % 18.7 % 19.2 % 18.0 % Corporate (0.7) (2.9) 3.4 (5.0) Total Company Adjusted EBITDA from continuing operations $ 259.9 $ 236.7 $ 513.1 $ 452.5 Adjusted EBITDA Margin 22.6 % 20.4 % 22.1 % 19.9 % The following table shows a reconciliation of net earnings before income tax provision to Total Company Adjusted EBITDA from continuing operations: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Earnings before income tax provision $ 144.9 $ 37.8 $ 292.1 $ 132.5 Interest expense, net 43.3 43.2 87.7 88.1 Depreciation and amortization, net of adjustments (1) 53.4 38.0 104.9 78.2 Special Items: Restructuring charges (2) 10.1 29.3 10.7 36.7 Other restructuring associated costs (3) 3.8 21.3 7.8 38.0 Foreign currency exchange loss due to highly inflationary economies 1.2 1.3 2.1 2.1 Charges related to the Novipax settlement agreement — 59.0 — 59.0 Charges (income) related to acquisition and divestiture activity 1.2 (0.5) 4.1 3.2 Other Special Items (4) 2.0 7.3 3.7 14.7 Pre-tax impact of Special Items 18.3 117.7 28.4 153.7 Total Company Adjusted EBITDA from continuing operations $ 259.9 $ 236.7 $ 513.1 $ 452.5 (1) Depreciation and amortization by segment were as follows: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Food $ 30.2 $ 25.0 $ 59.2 $ 51.2 Protective 23.2 13.1 45.7 28.0 Total Company depreciation and amortization (i) $ 53.4 $ 38.1 $ 104.9 $ 79.2 Depreciation and amortization adjustments — (0.1) — (1.0) Depreciation and amortization, net of adjustments $ 53.4 $ 38.0 $ 104.9 $ 78.2 (i) Includes share-based incentive compensation of $10.5 million and $19.0 million for the three and six months ended June 30, 2020, respectively, and $4.8 million and $13.2 million for the three and six months ended June 30, 2019, respectively. (2) Restructuring charges by segment were as follows: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Food $ 4.9 $ 18.6 $ 5.2 $ 22.4 Protective 5.2 10.7 5.5 14.3 Total Company restructuring charges $ 10.1 $ 29.3 $ 10.7 $ 36.7 (3) Other restructuring associated costs for the three and six months ended June 30, 2020 primarily relate to fees paid to third-party consultants in support of Reinvent SEE. Other restructuring associated costs for the three and six months ended June 30, 2019 primarily relate to fees paid to third-party consultants in support of Reinvent SEE and costs associated with property consolidations and machinery and equipment relocations resulting from Reinvent SEE. See Note 13, "Restructuring Activities," to the Condensed Consolidated Financial Statements for additional information related to Reinvent SEE and our restructuring program. (4) Other Special Items for the three and six months ended June 30, 2019, primarily included fees related to professional services (mainly legal fees) directly associated with Special Items or events that are considered one-time or infrequent. 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, 2020 December 31, 2019 Assets allocated to segments: Food $ 1,998.5 $ 1,997.8 Protective 2,726.8 2,762.9 Total segments 4,725.3 4,760.7 Assets not allocated: Cash and cash equivalents $ 289.7 $ 262.4 Assets held for sale 0.7 2.8 Income tax receivables 14.8 32.8 Other receivables 69.8 80.3 Deferred taxes 236.1 238.6 Other 419.9 387.6 Total $ 5,756.3 $ 5,765.2 |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net The following table details our inventories, net: (In millions) June 30, 2020 December 31, 2019 Raw materials $ 105.5 $ 99.2 Work in process 146.7 136.2 Finished goods 386.0 334.9 Total $ 638.2 $ 570.3 |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020 December 31, 2019 Land and improvements $ 47.3 $ 50.7 Buildings 749.3 747.0 Machinery and equipment 2,439.2 2,453.2 Other property and equipment 137.9 141.3 Construction-in-progress 125.8 127.9 Property and equipment, gross 3,499.5 3,520.1 Accumulated depreciation and amortization (2,384.3) (2,378.2) Property and equipment, net $ 1,115.2 $ 1,141.9 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) 2020 2019 2020 2019 Interest cost capitalized $ 1.3 $ 2.1 $ 3.2 $ 3.9 Depreciation and amortization expense for property and equipment $ 33.6 $ 28.8 $ 67.6 $ 57.0 |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangible Assets, net | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020, we did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. As part of our on-going assessment of goodwill impairment considerations, the Company considered the impact that COVID-19 has had on the overall economic environment, more specifically on the markets in which our products are sold. The Company does not believe the COVID-19 pandemic has had a material negative impact on our business to date, nor has it triggered a need to perform a quantitative impairment test on our goodwill balances, due to the significant headroom present in our reporting units as of our most recent annual test and after consideration of the Company's year-to-date financial results and expected long-term financial performance. We will continue to assess COVID-19's impact on our business over the second half of 2020, including any indicators of goodwill impairment. (In millions) Food Protective Total Gross Carrying Value at December 31, 2019 $ 577.2 $ 1,830.0 $ 2,407.2 Accumulated impairment (1) (49.3) (141.0) (190.3) Carrying Value at December 31, 2019 $ 527.9 $ 1,689.0 $ 2,216.9 Acquisition, purchase price and other adjustments — (7.1) (7.1) Currency translation (7.8) (5.6) (13.4) Carrying Value at June 30, 2020 $ 520.1 $ 1,676.3 $ 2,196.4 (1) There was no change to our accumulated impairment balance during the six months ended June 30, 2020. Identifiable Intangible Assets, net The following tables summarize our identifiable intangible assets, net. As of June 30, 2020, there were no impairment indicators present. June 30, 2020 December 31, 2019 (In millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 100.2 $ (33.1) $ 67.1 $ 102.0 $ (30.5) $ 71.5 Trademarks and tradenames 30.6 (6.4) 24.2 31.1 (4.3) 26.8 Software 105.9 (73.0) 32.9 95.3 (62.8) 32.5 Technology 66.4 (30.3) 36.1 66.8 (27.2) 39.6 Contracts 13.2 (10.6) 2.6 13.2 (10.4) 2.8 Total intangible assets with definite lives 316.3 (153.4) 162.9 308.4 (135.2) 173.2 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets, net $ 325.2 $ (153.4) $ 171.8 $ 317.3 $ (135.2) $ 182.1 The following table shows the remaining estimated future amortization expense at June 30, 2020. Year Amount (in millions) Remainder of 2020 $ 21.4 2021 27.6 2022 21.0 2023 15.5 2024 14.1 Thereafter 63.3 Total $ 162.9 |
Accounts Receivable Securitizat
Accounts Receivable Securitization Programs | 6 Months Ended |
Jun. 30, 2020 | |
Transfers and Servicing [Abstract] | |
Transfers and Servicing of Financial Assets | 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 to 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, 2020, the maximum purchase limit for receivable interests was $50.0 million, subject to the availability limits described below. The amounts available from time to time under this program may be less than $50.0 million due to a number of factors, including but not limited to our credit ratings, trade receivable balances, the creditworthiness of our customers and our receivables collection experience. As of June 30, 2020, the amount available under the program was $45.8 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 the fourth quarter 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, 2020, the maximum purchase limit for receivable interests was €80.0 million ($89.9 million equivalent at June 30, 2020), subject to availability limits. The terms and provisions of this program are similar to our U.S. program discussed above. As of June 30, 2020, the amount available under this program before utilization was €70.8 million ($79.6 million equivalent as of June 30, 2020). This program expires annually in the third quarter and is renewable. Utilization of Our Accounts Receivable Securitization Programs As of June 30, 2020, there were no amounts borrowed under our U.S. program and €44.0 million ($49.5 million equivalent at June 30, 2020) borrowed under our European program. As of December 31, 2019, there were no amounts borrowed under our U.S. or European programs. We continue to service the trade receivables supporting the programs, and the banks are permitted to re-pledge this collateral. The total interest paid for these programs was $0.2 million and $0.3 million for the three and six months ended June 30, 2020, respectively, and $0.2 million and $0.4 million for the three and six months ended June 30, 2019, respectively. 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 exclude the balances sold under these programs from Trade receivables, 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 received under these programs for the six months ended June 30, 2020 and 2019 were $222.0 million and $157.4 million, respectively. The fees associated with transfer of receivables for all programs were approximately $0.4 million and $1.0 million for the three and six months ended June 30, 2020, respectively, and approximately $0.8 million and $1.3 million for the three and six months ended June 30, 2019, respectively. |
Accounts Receivable Factoring P
Accounts Receivable Factoring Programs | 6 Months Ended |
Jun. 30, 2020 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Factoring 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 to 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, 2020, the maximum purchase limit for receivable interests was $50.0 million, subject to the availability limits described below. The amounts available from time to time under this program may be less than $50.0 million due to a number of factors, including but not limited to our credit ratings, trade receivable balances, the creditworthiness of our customers and our receivables collection experience. As of June 30, 2020, the amount available under the program was $45.8 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 the fourth quarter 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, 2020, the maximum purchase limit for receivable interests was €80.0 million ($89.9 million equivalent at June 30, 2020), subject to availability limits. The terms and provisions of this program are similar to our U.S. program discussed above. As of June 30, 2020, the amount available under this program before utilization was €70.8 million ($79.6 million equivalent as of June 30, 2020). This program expires annually in the third quarter and is renewable. Utilization of Our Accounts Receivable Securitization Programs As of June 30, 2020, there were no amounts borrowed under our U.S. program and €44.0 million ($49.5 million equivalent at June 30, 2020) borrowed under our European program. As of December 31, 2019, there were no amounts borrowed under our U.S. or European programs. We continue to service the trade receivables supporting the programs, and the banks are permitted to re-pledge this collateral. The total interest paid for these programs was $0.2 million and $0.3 million for the three and six months ended June 30, 2020, respectively, and $0.2 million and $0.4 million for the three and six months ended June 30, 2019, respectively. 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 exclude the balances sold under these programs from Trade receivables, 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 received under these programs for the six months ended June 30, 2020 and 2019 were $222.0 million and $157.4 million, respectively. The fees associated with transfer of receivables for all programs were approximately $0.4 million and $1.0 million for the three and six months ended June 30, 2020, respectively, and approximately $0.8 million and $1.3 million for the three and six months ended June 30, 2019, respectively. |
Credit Losses
Credit Losses | 6 Months Ended |
Jun. 30, 2020 | |
Credit Loss [Abstract] | |
Credit Losses | Credit Losses We are exposed to credit losses primarily through our sales of packaging solutions to third-party customers. Our customer's (the counterparty) ability to pay is assessed through our internal credit review processes. Based on the dollar value of credit extended, we assess our customers' credit by reviewing the total expected receivable exposure, expected timing of payments and the customer’s established credit rating. In determining customer creditworthiness, we assess our customers' credit utilizing different resources including external credit validations and/or our own assessment through analysis of the customers' financial statements and review of trade/bank references. We also consider contract terms and conditions, country and political risk, and the customer's mix of products purchased (for example: equipment vs. materials) in our evaluation. A credit limit is established for each customer based on the outcome of this review. Credit limits are reviewed at least annually for existing customers. We monitor our ongoing credit exposure through active review of counterparty balances against contract terms and due dates. Our activities are performed at both the country/entity level as well as the regional level. Monitoring and review activities include account reconciliations, analysis of aged receivables, resolution status review for disputed amounts, and identification and remediation of counter-parties experiencing payment issues. Our management reviews current credit exposure at least quarterly based on level of risk and amount of exposure. When necessary, we utilize collection agencies and legal counsel to pursue recovery of defaulted receivables. Trade receivable balances are written off when deemed to be uncollectible and after collection efforts have been exhausted. Our historical credit losses have been approximately 0.1%, or less, of net trade sales over the last three years. Our allowance for credit losses on trade receivables is assessed at the end of each quarter based on an analysis of historical losses and our assessment of future expected losses. We are monitoring the impact that COVID-19 may have on outstanding receivables. All customer accounts are actively managed and no losses in excess of our allowance are expected as of June 30, 2020. At June 30, 2020, our trade receivable balance was $515.8 million, net of allowances of $9.2 million. At December 31, 2019, our allowance for credit losses on trade receivables (allowance for bad debt) was $8.2 million. Our overall balance of allowance for credit losses on trade receivables has increased by $1.0 million. For the three and six months ended June 30, 2020, $1.5 million and $2.6 million, respectively, was charged to our allowance for credit losses related to our trade receivables. |
Restructuring Activities
Restructuring Activities | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities For the three and six months ended June 30, 2020, the Company incurred $10.1 million and $10.7 million of restructuring charges, respectively, and $3.8 million and $7.8 million, respectively, of other related costs for our restructuring program. These charges were primarily a result of restructuring and associated costs incurred in connection with the Company’s Reinvent SEE strategy. Our restructuring program (“Program”) is defined as the initiatives associated with our Reinvent SEE strategy in addition to the conclusion of our previously existing restructuring programs at the time of Reinvent SEE's approval. Reinvent SEE is a three The Board of Directors has approved cumulative restructuring spend of $840 to $885 million for the Program. 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 $ (336) $ 19 $ 34 Other expenses associated with the Program 230 245 (206) 24 39 Total expense $ 585 $ 615 $ (542) $ 43 $ 73 Capital expenditures 255 270 (239) 16 31 Total estimated cash cost (1) $ 840 $ 885 $ (781) $ 59 $ 104 (1) Total estimated cash cost excludes the impact of proceeds expected from the sale of property and equipment and foreign currency impact. (2) Remaining restructuring spend primarily consists of restructuring costs associated with the Company’s Reinvent SEE strategy. The Company has a restructuring program related to recent acquisitions. We did not incur any restructuring spend related to this program during the three and six months ended June 30, 2020 and 2019. See Note 5, "Acquisitions," of the Notes to Condensed Consolidated Financial Statements for additional information related to our acquisitions. The following table details our restructuring activities reflected in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Other associated costs $ 3.8 $ 21.3 $ 7.8 $ 38.0 Restructuring charges 10.1 29.3 10.7 36.7 Total charges $ 13.9 $ 50.6 $ 18.5 $ 74.7 Capital expenditures $ — $ 1.8 $ 0.2 $ 2.3 The restructuring accrual, spending and other activity for the six months ended June 30, 2020 and the accrual balance remaining at June 30, 2020 related to these programs were as follows: (In millions) Restructuring accrual at December 31, 2018 $ 37.5 Accrual and accrual adjustments 41.9 Cash payments during 2019 (47.6) Effect of changes in foreign currency exchange rates (0.3) Restructuring accrual at December 31, 2019 $ 31.5 Accrual and accrual adjustments 10.7 Cash payments during 2020 (16.7) Effect of changes in foreign currency exchange rates (1.0) Restructuring accrual at June 30, 2020 $ 24.5 We expect to pay $22.9 million of the accrual balance remaining at June 30, 2020 within the next twelve months. This amount is included in accrued restructuring costs on the Condensed Consolidated Balance Sheets at June 30, 2020. The remaining accrual of $1.6 million is expected to be paid substantially by the end of 2021. This amount is included in other non-current liabilities on our Condensed Consolidated Balance Sheets at June 30, 2020. One of the components of Reinvent SEE was to enhance the operational efficiency of the Company by acting as 'One SEE'. The program was approved by our Board of Directors as a consolidated program benefiting both Food and Protective and accordingly the expected program spend by reporting segment is not available. However, of the restructuring accrual of $24.5 million as of June 30, 2020, $14.3 million was attributable to Food and $10.2 million was attributable to Protective. |
Debt and Credit Facilities
Debt and Credit Facilities | 6 Months Ended |
Jun. 30, 2020 | |
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) Interest rate June 30, 2020 December 31, 2019 Short-term borrowings (1) $ 81.7 $ 98.9 Current portion of long-term debt (2) 21.8 16.7 Total current debt 103.5 115.6 Term Loan A due August 2022 474.6 474.6 Term Loan A due July 2023 210.9 218.2 Senior Notes due December 2022 4.875 % 422.4 421.9 Senior Notes due April 2023 5.250 % 422.4 422.0 Senior Notes due September 2023 4.500 % 447.6 445.6 Senior Notes due December 2024 5.125 % 422.2 421.9 Senior Notes due September 2025 5.500 % 397.6 397.4 Senior Notes due December 2027 4.000 % 420.6 420.4 Senior Notes due July 2033 6.875 % 445.7 445.7 Other (2) 28.7 30.9 Total long-term debt, less current portion (3) 3,692.7 3,698.6 Total debt (4) $ 3,796.2 $ 3,814.2 (1) Short-term borrowings of $81.7 million at June 30, 2020 are comprised of $49.5 million under our European securitization program, $23.4 million under our revolving credit facility and $8.8 million of short-term borrowings from various lines of credit. Short-term borrowings of $98.9 million at December 31, 2019 were comprised $89.0 million under our revolving credit facility and $9.9 million of short-term borrowings from various lines of credit. (2) Current portion of long-term debt includes finance lease liabilities of $10.5 million and $10.4 million at June 30, 2020 and December 31, 2019, respectively. Other debt includes long-term liabilities associated with our finance leases of $27.4 million and $28.7 million at June 30, 2020 and December 31, 2019, respectively. See Note 4, "Leases," of the Notes to Condensed Consolidated Financial Statements for additional information on finance and operating lease liabilities. (3) Amounts are shown net of unamortized discounts and issuance costs of $22.5 million as of June 30, 2020 and $24.6 million as of December 31, 2019. (4) As of June 30, 2020, our weighted average interest rate on our short-term borrowings outstanding was 1.3% and on our long-term debt outstanding was 4.5%. As of December 31, 2019, our weighted average interest rate on our short-term borrowings outstanding was 5.0% and on our long-term debt outstanding was 4.8%. Senior Notes 2019 Activity On November 26, 2019, Sealed Air issued $425 million aggregate principal amount of 4.00% Senior Notes due December 1, 2027. The proceeds were used to repurchase and discharge the Company's $425 million 6.50% Senior Notes due 2020. The aggregate repurchase price was $452.0 million, which included the principal amount of $425 million, a premium of $15.5 million and accrued interest of $11.5 million. We recognized a pre-tax loss of $16.1 million on the extinguishment, including the premium mentioned above and $1.2 million of accelerated amortization of non-lender fees partially offset by a $0.6 million gain on the settlement of interest rate swaps. We also capitalized $3.5 million of non-lender fees incurred in connection with the 4.00% Senior Notes which are included in long-term debt, less current portion on our Condensed Consolidated Balance Sheets. Amended and Restated Senior Secured Credit Facility 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”) further amending the Third Amended and Restated Syndicated Credit Facility Agreement (the “Credit Facility”). The Amendment provides for a new incremental term facility in an aggregate principal amount of $475 million, to be used, in part, to finance the acquisition of Automated. In addition, we incurred $0.4 million of lender and third-party fees included in carrying amounts of outstanding debt. See Note 5, "Acquisitions," of the Notes to Condensed Consolidated Financial Statements for additional information related to the Automated acquisition. Short-term Borrowings The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including the revolving credit facility, and the amounts available under our accounts receivable securitization programs. (In millions) June 30, 2020 December 31, 2019 Used lines of credit (1) $ 81.7 $ 98.9 Unused lines of credit 1,208.5 1,245.2 Total available lines of credit (2) $ 1,290.2 $ 1,344.1 (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, $1,125.4 million was committed as of June 30, 2020. Covenants Each issue of our outstanding senior notes imposes limitations on our operations and those of specified subsidiaries. Our Credit Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our indebtedness, liens, investments, restricted payments, mergers and acquisitions, dispositions of assets, transactions with affiliates, amendment of documents and sale leasebacks, and a covenant specifying a maximum leverage ratio of debt to EBITDA. We were in compliance with the above financial covenants and limitations at June 30, 2020. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 6 Months Ended |
Jun. 30, 2020 | |
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 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 gains/losses related to cash flow hedging activities that were included in AOCL were a $2.2 million loss and a $2.8 million gain for the three and six months ended June 30, 2020, respectively, and a $0.1 million and $1.3 million loss for the three and six months ended June 30, 2019, 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 $1.4 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, 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, 2020 and December 31, 2019, 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 decrease in the translated value of the debt was $0.2 million gross and net of tax as of June 30, 2020 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, 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 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 16, “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, 2020 December 31, 2019 June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Derivative Assets Foreign currency forward contracts and options $ 1.4 $ 0.2 $ 5.3 $ 2.6 $ 6.7 $ 2.8 Total Derivative Assets $ 1.4 $ 0.2 $ 5.3 $ 2.6 $ 6.7 $ 2.8 Derivative Liabilities Foreign currency forward contracts $ (0.5) $ (2.0) $ (1.3) $ (2.0) $ (1.8) $ (4.0) Total Derivative Liabilities (1) $ (0.5) $ (2.0) $ (1.3) $ (2.0) $ (1.8) $ (4.0) Net Derivatives (2) $ 0.9 $ (1.8) $ 4.0 $ 0.6 $ 4.9 $ (1.2) (1) Excludes €400.0 million of euro-denominated debt ($447.6 million equivalent at June 30, 2020 and $445.6 million equivalent at December 31, 2019), which 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, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Gross position $ 6.7 $ 2.8 $ (1.8) $ (4.0) Impact of master netting agreements (1.5) (1.1) 1.5 1.1 Net amounts recognized on the Condensed Consolidated Balance Sheets $ 5.2 $ 1.7 $ (0.3) $ (2.9) The following table details the effect of our derivative instruments on our Condensed Consolidated Statements of Operations. Amount of Gain (Loss) Recognized in Location of Gain (Loss) Recognized on Three Months Ended Six Months Ended (In millions) Condensed Consolidated Statements of Operations 2020 2019 2020 2019 Derivatives designated as hedging instruments: Cash Flow Hedges: Foreign currency forward contracts Cost of sales $ 2.0 $ 0.9 $ 3.1 $ 1.5 Treasury locks Interest expense, net 0.1 0.1 0.1 0.1 Sub-total cash flow hedges 2.1 1.0 3.2 1.6 Fair Value Hedges: Interest rate swaps Interest expense, net 0.2 0.2 0.3 0.3 Derivatives not designated as hedging instruments: Foreign currency forward and option contracts Other income, net (1.6) (1.6) (2.4) (4.3) Total $ 0.7 $ (0.4) $ 1.1 $ (2.4) |
Fair Value Measurements and Oth
Fair Value Measurements and Other Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Other Financial Instruments | Fair Value Measurements and Other Financial Instruments Fair Value Measurements Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels to the fair value hierarchy as follows: Level 1 - observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly Level 3 - unobservable inputs for which there is little or no market data, which may require the reporting entity to develop its own assumptions. The fair value, measured on a recurring basis, of our financial instruments, using the fair value hierarchy under U.S. GAAP are included in the table below. June 30, 2020 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 45.7 $ 45.7 $ — $ — Other current assets $ 0.9 $ 0.9 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward and option contracts $ 4.9 $ — $ 4.9 $ — December 31, 2019 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 41.1 $ 41.1 $ — $ — Other current assets $ 14.4 $ 14.4 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward and option contracts $ (1.2) $ — $ (1.2) $ — Cash Equivalents Our cash equivalents consisted of bank time deposits. Since these are short-term highly liquid investments with remaining maturities of 3 months or less, they present negligible risk of changes in fair value due to changes in interest rates and are classified as Level 1 financial instruments. Other current assets Other current assets include primarily time deposits, greater than 90 days to maturity at time of purchase at our insurance captive and are classified as Level 1 financial instruments. 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. Such financial instruments are classified as Level 2. Counterparties to these foreign currency forward contracts have at least an investment grade rating. Credit ratings on some of our counterparties may change during the term of our financial instruments. We closely monitor our counterparties’ credit ratings and, if necessary, will make any appropriate changes to our financial instruments. The fair value generally reflects the estimated amounts that we would receive or pay to terminate the contracts at the reporting date. Foreign currency forward contracts and options are included in Prepaid expenses and other current assets and Other current liabilities on the Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019. 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, 2020 December 31, 2019 (In millions) Interest rate Carrying Amount Fair Value Carrying Amount Fair Value Term Loan A Facility due August 2022 $ 474.6 $ 474.6 $ 474.6 $ 474.6 Term Loan A Facility due July 2023 (1) 221.6 221.6 223.8 223.8 Senior Notes due December 2022 4.875 % 422.4 440.6 421.9 450.1 Senior Notes due April 2023 5.250 % 422.4 450.2 422.0 454.1 Senior Notes due September 2023 (1) 4.500 % 447.6 479.8 445.6 509.5 Senior Notes due December 2024 5.125 % 422.2 456.2 421.9 458.9 Senior Notes due September 2025 5.500 % 397.6 435.0 397.4 441.2 Senior Notes due December 2027 4.000 % 420.6 426.2 420.4 431.5 Senior Notes due July 2033 6.875 % 445.7 530.8 445.7 528.8 Other foreign borrowings (1) 82.3 82.4 12.1 12.4 Other domestic borrowings 1.0 1.0 89.0 89.0 Total debt (2) $ 3,758.0 $ 3,998.4 $ 3,774.4 $ 4,073.9 (1) Includes borrowings denominated in currencies other than US dollars. (2) 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, 2020 | |
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 (income) cost for our defined benefit pension plans for the three and six months ended June 30, 2020 and 2019: Three Months Ended Three Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit (income) cost: Service cost $ 0.1 $ 1.1 $ 1.2 $ — $ 1.0 $ 1.0 Interest cost 1.4 2.9 4.3 1.8 3.7 5.5 Expected return on plan assets (2.3) (5.0) (7.3) (1.8) (6.1) (7.9) Amortization of net prior service cost — 0.1 0.1 — 0.1 0.1 Amortization of net actuarial loss 0.3 1.2 1.5 0.4 0.9 1.3 Net periodic (income) cost (0.5) 0.3 (0.2) 0.4 (0.4) — Cost of settlement — 0.1 0.1 — 0.1 0.1 Total benefit (income) cost $ (0.5) $ 0.4 $ (0.1) $ 0.4 $ (0.3) $ 0.1 Six Months Ended Six Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit (income) cost: Service cost $ 0.1 $ 2.2 $ 2.3 $ — $ 2.0 $ 2.0 Interest cost 2.7 5.9 8.6 3.5 7.4 10.9 Expected return on plan assets (4.5) (10.0) (14.5) (3.6) (12.2) (15.8) Amortization of net prior service cost — 0.1 0.1 — 0.1 0.1 Amortization of net actuarial loss 0.7 2.4 3.1 0.7 1.8 2.5 Net periodic (income) cost $ (1.0) $ 0.6 $ (0.4) $ 0.6 $ (0.9) $ (0.3) Cost of settlement — 0.1 0.1 — 0.3 0.3 Total benefit (income) cost $ (1.0) $ 0.7 $ (0.3) $ 0.6 $ (0.6) $ — The following table shows the components of our net periodic benefit cost for our other post-retirement employee benefit plans for the three and six months ended June 30, 2020 and 2019: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Components of net periodic benefit cost: Interest cost $ 0.2 $ 0.4 $ 0.5 $ 0.8 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 benefit cost $ — $ 0.2 $ 0.2 $ 0.5 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Coronavirus Aid, Relief and Economic Security Act In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the three or six months ended June 30, 2020 or to our net deferred tax assets. Effective Income Tax Rate and Income Tax Provision 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 30.8% and 26.5%, respectively, for the three and six months ended June 30, 2020. In comparison to the U.S. statutory rate of 21.0%, the Company's effective income tax rate was negatively impacted by foreign earnings taxed at a higher rate, the effect of the global intangible low-taxed income “GILTI” and other foreign income inclusions in the U.S. tax base, state income taxes and non-deductible expenses and positively impacted by the research and development credit. For the six months ended June 30, 2020, the rate is positively impacted by adjustments associated with the effective settlement of specific uncertain tax positions with the IRS. Our effective income tax rate was 32.5% and 32.2%, respectively, for the three and six months ended June 30, 2019. In comparison to the U.S. statutory rate of 21.0%, the Company's effective income tax rate was 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, state income taxes and non-deductible expenses, and was positively impacted by the release of a valuation allowance related profitability improvements in South America and a research and development credit. There was a negligible change in our valuation allowances for the three and six months ended June 30, 2020 and an $8.1 million decrease for the three and six months ended June 30, 2019. We reported a net increase in unrecognized tax positions in the three months ended June 30, 2020 of $4.4 million primarily related to interest accrual on existing positions and a net decrease in the six months ended June 30, 2020 of $5.6 million, primarily related to certain settlements with respect to the ongoing U.S. IRS audit for the 2011- 2014 tax years. We are not currently able to reasonably estimate the amount by which the liability for unrecognized tax benefits may increase or decrease during the next 12 months as a result of the remaining items under IRS audit for those years. 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 U.S audit assessment and interest accrual on existing positions. Interest and penalties on tax assessments are included in income tax expense. With respect to the 2014 tax year, the IRS has proposed to disallow the deduction of the approximately $1.49 billion for the settlement payments made pursuant to the Settlement agreement, as defined in Note 19, "Commitments and Contingencies," to the Notes to Condensed Consolidated Financial Statements, and the reduction of our U.S. federal tax liability by approximately $525 million. Although we believe that we have meritorious defenses to the proposed disallowance and are protesting it with the IRS, this matter may not be resolved in 2020. It is possible that future developments in this matter could have a material impact on the uncertain tax position balances and results of operations, including cash flow, within the next 12 months. We have no outstanding liability with respect to Transition Tax associated with the U.S. Tax Cuts and Jobs Act of 2017. In April 2020 we became aware of a withholding tax regulation that could be interpreted to apply to certain aspects of the intra-group use or transfer of intellectual property. We have completed our evaluation of the interpretation of this regulation and recorded $0.4 million to expense in the three months ending June 30, 2020. In July 2020, the U.S. Department of Treasury issued final tax regulations with respect to the GILTI proposed tax regulations originally published in 2019. These regulations permit an election to exclude from the GILTI calculation items of income which are subject to a high effective rate of foreign tax. If elected, the adoption of these final regulations will be accounted for in subsequent periods and is not expected to unfavorably impact our income tax expense. We are in the process of assessing the expected impact of these final regulations on our consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Diversey Sale Clawback Agreement and Receivables As part of our 2017 sale of Diversey to Diamond (BC) B.V. (the “Buyer”), Sealed Air and the Buyer entered into that certain Letter Agreement (the “Clawback Agreement”), under which Sealed Air could be required to return a portion of the proceeds we received in the sale, if, and to the extent, Diversey failed to achieve a specified minimum gross margin arising from sales of certain products during the one year period following a successful renewal of certain commercial contracts. In the third quarter of 2019, the Buyer submitted a claim to us under the Clawback Agreement seeking such a refund in the amount of $49.2 million, and we delivered a dispute notice to the Buyer in respect to such claim in the fourth quarter of 2019. On April 29, 2020, Sealed Air and the Buyer entered into a Stipulation and Agreement of Settlement and Release (the “Diversey Settlement Agreement”), whereby, among other things, the Buyer released us from any and all claims under the Clawback Agreement, and the parties terminated the Clawback Agreement. Pursuant to the Diversey Settlement Agreement, the parties settled their disputes relating to certain other Tax Receivables and other receivables arising out of the Diversey sale, including fees owed to Sealed Air from the Buyer pursuant to the Transition Service Agreement entered into in connection with the sale (“TSA”) and cash held by Diversey in certain non-U.S. jurisdictions as of the sale closing date that Buyer was required to cooperate to deliver to Sealed Air when and as permitted, subject to certain limitations (“Trapped Cash”). Under the Diversey Settlement Agreement, Sealed Air relinquished all of its rights to receive any of the Trapped Cash, and the parties further agreed to release each other from any and all claims arising under or with respect to the TSA, the Trapped Cash, and the Clawback Agreement and such other matters as expressly agreed upon in the Diversey Settlement Agreement (provided, that, except for those specific matters released, the terms of the Purchase Agreement otherwise remain in effect in accordance with their terms). Settlement Agreement Tax Deduction On March 31, 1998, we completed a multi-step transaction (the “Cryovac transaction”) involving W.R. Grace & Co. (“Grace”) which brought the Cryovac packaging business and the former Sealed Air’s business under the common ownership of the Company. As part of that transaction, Grace and its subsidiaries retained all liabilities arising out of their operations before the Cryovac transaction (including asbestos-related liabilities), other than liabilities relating to Cryovac’s operations, and agreed to indemnify the Company with respect to such retained liabilities. Beginning in 2000, we were served with a number of lawsuits alleging that the Cryovac transaction was a fraudulent transfer or gave rise to successor liability or both, and as a result we were responsible for alleged asbestos liabilities of Grace and its subsidiaries. On April 2, 2001, Grace and a number of its subsidiaries filed petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). In connection with Grace’s Chapter 11 case, the Bankruptcy Court issued orders staying all asbestos actions against the Company (the “Preliminary Injunction”) but granted the official committees appointed to represent asbestos claimants in Grace’s Chapter 11 case (the “Committees”) permission to pursue fraudulent transfer, successor liability, and other claims against the Company and its subsidiary Cryovac, Inc. based upon the Cryovac transaction. In November 2002, we reached an agreement in principle with the Committees to resolve all current and future asbestos-related claims made against us and our affiliates, as well as indemnification claims by Fresenius Medical Care Holdings, Inc. and affiliated companies, in each case, in connection with the Cryovac transaction (as memorialized by the parties and approved by the Bankruptcy Court, the “Settlement agreement”). A definitive Settlement agreement was entered into as of November 10, 2003 consistent with the terms of the agreement in principle. On June 27, 2005, the Bankruptcy Court approved the Settlement agreement and the Settlement agreement was subsequently incorporated into the plan of reorganization for Grace filed in September 2008 (as filed and amended from time to time, the "Plan"). Subsequently, the Bankruptcy Court (in January and February 2011) and the United States District Court for the District of Delaware (in January and June 2012) entered orders confirming the Plan in its entirety. On February 3, 2014 (the “Effective Date”), the Plan implementing the Settlement agreement became effective with W. R. Grace & Co., or Grace, emerging from bankruptcy and the injunctions and releases provided by the Plan becoming effective. On the Effective Date, the Company’s subsidiary, Cryovac, Inc. (which was converted to Cryovac, LLC on December 31, 2018), made the payments contemplated by the Settlement agreement, consisting of aggregate cash payments in the amount of $929.7 million to the WRG Asbestos PI Trust (the “PI Trust”) and the WRG Asbestos PD Trust (the “PD Trust”) and the transfer of 18 million shares of Sealed Air common stock (the “Settlement Shares”) to the PI Trust, in each case, reflecting adjustments made in accordance with the Settlement agreement. On June 13, 2014, we repurchased for $130 million from the PI Trust 3,932,244 Settlement Shares (a price of $33.06 per share). We are currently under examination by the IRS with respect to the deduction of the approximately $1.49 billion for the 2014 taxable year for the settlement payments made pursuant to the Settlement agreement and the reduction of our U.S. federal tax liability by approximately $525 million. The IRS has proposed to disallow, as a deductible expense, the entirety of the $1.49 billion settlement payments. Although we believe that we have meritorious defenses to the proposed disallowance and are protesting it with the IRS, this matter may not be resolved in 2020. It is possible that future developments in this matter could have a material impact on the uncertain tax position balances and results of operation, including cash flow, within the next 12 months. 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, 2020 , the Company has no reason to believe a loss exceeding amounts already recognized would be incurred. Other Matters We are also involved in various other legal actions incidental to our business. We believe, after consulting with counsel, that the disposition of these other legal proceedings and matters will not have a material effect on our consolidated financial condition or results of operations including potential impact to cash flows. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders’ Deficit Repurchase of Common Stock On May 2, 2018, the Board of Directors increased the total authorization to repurchase the Company's issued and outstanding stock to $1.0 billion. This current program has no expiration date and replaced the previous authorizations. We did not repurchase any shares during the three and sixth ended June 30, 2020. 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. These repurchases were made under 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. Dividends On February 13, 2020, our Board of Directors declared a quarterly cash dividend of $0.16 per common share, or $24.9 million, which was paid on March 20, 2020, to stockholders of record at the close of business on March 6, 2020. On May 21, 2020, our Board of Directors declared a quarterly cash dividend of $0.16 per common share, or $24.9 million, which was paid on June 19, 2020, to stockholders of record at the close of business on June 5, 2020. On July 17, 2020 our Board of Directors declared a quarterly cash dividend of $0.16 per common share, which will be paid on September 18, 2020 to shareholders of record at the close of business on September 4, 2020. The dividends paid in the six months ended June 30, 2020 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 future dividends. Share-based Compensation In 2014, the Board of Directors adopted, and our stockholders approved, the 2014 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 advisors. In 2018, the Board of Directors adopted, and our shareholders approved an amendment and restatement to the 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 ("PSUs") 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) 2020 2019 2020 2019 Total share-based incentive compensation expense (1) $ 10.5 $ 4.8 $ 19.0 $ 13.2 (1) The amounts presented above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock or the expense or income related to 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 employees, which include for each participant 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 three 2020 Three During the first quarter 2020, the O&C Committee approved awards with a three The number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: TSR ROIC Adjusted EBITDA CAGR February 12, 2020 grant date Number of units granted 33,335 35,068 35,068 Fair value on grant date $ 38.87 $ 35.86 $ 35.86 February 13, 2020 grant date Number of units granted 44,206 42,507 42,507 Fair value on grant date $ 34.08 $ 34.40 $ 34.40 March 1, 2020 grant date Number of units granted 31,064 29,690 29,690 Fair value on grant date $ 29.85 $ 30.31 $ 30.31 The assumptions used to calculate the grant date fair value of the PSUs based on TSR are shown in the following table: February 12, 2020 February 13, 2020 March 1, 2020 Expected price volatility 23.7 % 23.7 % 23.7 % Risk-free interest rate 1.4 % 1.4 % 0.9 % 2017 Three In February 2020, the O&C Committee reviewed the performance results for the 2017-2019 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA margin, net trade sales CAGR and relative TSR. Based on overall performance for 2017-2019 PSUs, these awards paid out at 90.3% of target or 216,581 shares. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020 and 2019: (In millions) Unrecognized Cumulative Unrecognized Unrecognized Accumulated Other Balance at December 31, 2018 $ (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 (1) $ (134.7) $ (738.5) $ (39.6) $ 1.4 $ (911.4) Balance at December 31, 2019 $ (146.1) $ (728.6) $ (34.5) $ 0.2 $ (909.0) Other comprehensive (loss) income before reclassifications (0.1) (87.1) (1.3) 4.7 (83.8) Less: amounts reclassified from accumulated other comprehensive loss 2.2 — — (2.4) (0.2) Net current period other comprehensive income (loss) 2.1 (87.1) (1.3) 2.3 (84.0) Balance at June 30, 2020 (1) $ (144.0) $ (815.7) $ (35.8) $ 2.5 $ (993.0) (1) The ending balance in AOCL includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $4.5 million and $(0.4) million as of June 30, 2020 and 2019, respectively. The following table provides detail of amounts reclassified from AOCL: Three Months Ended Six Months Ended (In millions) 2020 (1) 2019 (1) 2020 (1) 2019 (1) Location of Amount Defined benefit pension plans and other post-employment benefits: Prior service credit $ — $ — $ 0.1 $ 0.1 Actuarial losses (1.4) (1.2) (3.0) (2.4) Total pre-tax amount (1.4) (1.2) (2.9) (2.3) Other income, net Tax benefit 0.3 0.3 0.7 0.6 Net of tax (1.1) (0.9) (2.2) (1.7) Net gains on cash flow hedging derivatives: (2) Foreign currency forward contracts 2.0 0.9 3.1 1.5 Cost of sales Treasury locks 0.1 0.1 0.1 0.1 Interest expense, net Total pre-tax amount 2.1 1.0 3.2 1.6 Tax expense (0.5) (0.4) (0.8) (0.6) Net of tax 1.6 0.6 2.4 1.0 Total reclassifications for the period $ 0.5 $ (0.3) $ 0.2 $ (0.7) (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 15, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements for additional details. |
Other Income, net
Other Income, net | 6 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Other Income, net | Other Income, net The following table provides details of other income, net: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Net foreign exchange transaction gain (loss) $ 0.6 $ (1.5) $ 6.6 $ (2.6) Bank fee expense (1.2) (1.3) (2.3) (2.5) Pension income other than service costs 0.4 0.5 1.2 0.9 Other, net 3.6 6.2 3.6 7.4 Other income, net $ 3.4 $ 3.9 $ 9.1 $ 3.2 |
Net Earnings Per Common Share
Net Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Earnings Per Common Share | Net Earnings Per Common Share The following table shows the calculation of basic and diluted net earnings per common share under the two-class method: Three Months Ended Six Months Ended (In millions, except per share amounts) 2020 2019 2020 2019 Basic Net Earnings Per Common Share: Numerator: Net earnings $ 100.1 $ 33.2 $ 226.7 $ 90.7 Distributed and allocated undistributed net earnings to unvested restricted stockholders — (0.1) (0.1) (0.2) Distributed and allocated undistributed net earnings 100.1 33.1 226.6 90.5 Distributed net earnings - dividends paid to common stockholders (24.9) (24.6) (49.7) (49.4) Allocation of undistributed net earnings to common stockholders $ 75.2 $ 8.5 $ 176.9 $ 41.1 Denominator: Weighted average number of common shares outstanding - basic 155.6 154.5 155.1 154.6 Basic net earnings per common share: Distributed net earnings $ 0.16 $ 0.16 $ 0.32 $ 0.32 Allocated undistributed net earnings to common stockholders 0.48 0.06 1.14 0.27 Basic net earnings per common share $ 0.64 $ 0.22 $ 1.46 $ 0.59 Diluted Net Earnings Per Common Share: Numerator: Distributed and allocated undistributed net earnings $ 100.1 $ 33.1 $ 226.6 $ 90.5 Add: Allocated undistributed net earnings to unvested restricted stockholders — — 0.1 0.1 Less: Undistributed net earnings reallocated to unvested restricted stockholders — — (0.1) (0.1) Net earnings available to common stockholders - diluted $ 100.1 $ 33.1 $ 226.6 $ 90.5 Denominator: Weighted average number of common shares outstanding - basic 155.6 154.5 155.1 154.6 Effect of contingently issuable shares 0.1 0.3 0.1 0.2 Effect of unvested restricted stock units 0.2 0.2 0.2 0.2 Weighted average number of common shares outstanding - diluted under two-class 155.9 155.0 155.4 155.0 Effect of unvested restricted stock - participating security — 0.3 — 0.3 Weighted average number of common shares outstanding - diluted under treasury stock 155.9 155.3 155.4 155.3 Diluted net earnings per common share $ 0.64 $ 0.21 $ 1.46 $ 0.58 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 statement of our Condensed Consolidated Balance Sheet as of June 30, 2020 and our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019 have been made. The results set forth in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020 and in our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year. The Condensed Consolidated Balance Sheet as of December 31, 2019 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. Some prior period amounts have been reclassified to conform to the current year presentation. These reclassifications, individually and in the aggregate, did not have a material impact on our condensed consolidated financial condition, results of operations or cash flows. All amounts are in millions, except per share amounts, and approximate due to rounding. All amounts are presented in US Dollar, unless otherwise specified. 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, 2019 (“2019 Form 10-K”) and with the information contained in other publicly-available filings with the SEC. Starting in the second quarter 2020, we have renamed our reporting segments from Food Care to Food and from Product Care to Protective. This segment reporting name change aligns with our use internally and in the markets we serve. There has been no change in the composition of the segments and no impact on prior period results of our reporting segments. |
Recently Adopted and Issued Accounting Standards | Recently Adopted 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 was adopted as part of our adoption of ASU 2016-13 as of January 1, 2020. These amendments did not have a material impact on the Company's Condensed Consolidated Financial Statements. 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 were effective for us beginning July 1, 2019 and did not have a material impact on the Company's Condensed Consolidated Financial Statements. 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. We adopted the amendments related to ASU 2016-01 (Topic 825, Financial Instruments) as of January 1, 2020 with no material 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”). 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. The Company adopted ASU 2018-15 on January 1, 2020, using a prospective approach. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements. 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”). 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. We have adopted ASU 2018-14 for the year ending December 31, 2020, with no impact to our interim disclosures. Our adoption of ASU 2018-14 will only impact our annual disclosures related to Defined Benefit Plans and had no impact on the Company's Condensed Consolidated Financial Results. 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”). 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. The Company adopted ASU 2018-13 on January 1, 2020. The adoption did not have an impact on the Company's Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and issued subsequent amendments to the initial guidance, collectively, Topic 326. ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The Company adopted ASU 2016-13 on January 1, 2020. The Company adopted ASU 2016-13 using a modified retrospective approach which requires that the Company recognize the cumulative effect of the initial adoption, if any, as an adjustment to retained earnings. There was no cumulative gross-up or adjustment to our allowance for credit losses as a result of our adoption of ASU 2016-13. Based on financial instruments currently held by us, the adoption of ASU 2016-13 impacts our trade receivables, specifically our allowance for doubtful accounts. As part of our adoption of ASU 2016-13, we have expanded our disclosures related to credit losses. See Note 12, “Credit Losses,” to the Notes to Condensed Consolidated Financial Statements for additional information related to our credit losses. Recently Issued Accounting Standards In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323) and Derivatives and Hedging (Topic 815) - Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 ("ASU 2020-01"). ASU 2020-01 makes improvements related to accounting for certain equity securities when the equity method of accounting is applied or discontinued and provides scope considerations related to forward contracts and purchased options on certain securities. The guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. We do not expect ASU 2020-01 to have a material impact on the Company's Condensed Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions to the guidance in Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes, enacted change in tax laws or rates and clarifies the accounting transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. We are currently in the process of evaluating the effect that ASU 2019-12 will have on the Company's Condensed Consolidated Financial Statements. |
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, foodservice 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 are Food and Protective. Our Food applications are largely sold directly to end customers, while our Protective products are sold through business supply distributors and directly to the end customer. Food: Food 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 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. Food solutions are marketed under the Cryovac ® trademark and other highly recognized trade names including Cryovac Grip & Tear ® , Cryovac Darfresh ® , Cryovac Mirabella ® , Simple Steps ® and OptiDure ™ . Protective: Protective packaging solutions are utilized across many global markets and are especially valuable to e-Commerce, electronics and industrial manufacturing. Protective 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. Recent acquisitions in Protective include Automated Packaging Systems, LLC (“Automated”) in 2019. Protective benefits from the continued expansion of e-Commerce, increasing freight costs, scarcity of labor, and increasing demand for more sustainable packaging. Protective solutions are largely sold through supply distributors that sell to business/industrial end-users. Protective 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. Protective solutions are marketed under brands including Bubble Wrap ® brand inflatable packaging, Sealed Air ® brand performance shrink films and Autobag ® brand bagging systems. Protective product families include additional tradenames including Instapak ® polyurethane foam packaging solutions and Korrvu ® suspension and retention packaging. Identify Contract with Customer: For Sealed Air, the determination of whether an arrangement meets the definition of a contract under Accounting Standards Codification 606 (“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, the next level of enforceability is determined, which often represents the individual purchase orders and the agreed upon terms. Performance Obligations: The most common goods and services determined to be distinct performance obligations are materials, equipment sales, and maintenance. Free on loan and leased equipment is typically identified as a separate lease component in scope of ASC 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. 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 materials purchased. We believe that this form of variable consideration should only be allocated to materials because the entire amount of variable consideration relates to the customer’s purchase of and Sealed Air’s efforts to provide materials. 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 materials because the pricing formulas in these contracts are related to the cost to produce materials. Transfer of Control: |
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, manufacturing facilities, IT equipment, automobiles, and material production equipment. Under the leasing standard, ASC 842, 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. |
Revenue Recognition, Contract_2
Revenue Recognition, Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts With Customers Summarized by Segment | For the three and six months ended June 30, 2020 and 2019, revenues from contracts with customers summarized by Segment Geography were as follows: Three Months Ended June 30, 2020 (In millions) Food Protective Total North America $ 379.2 $ 309.2 $ 688.4 EMEA 150.2 87.9 238.1 APAC 92.3 77.1 169.4 South America 45.3 2.4 47.7 Topic 606 Segment Revenue 667.0 476.6 1,143.6 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 6.2 1.4 7.6 Total $ 673.2 $ 478.0 $ 1,151.2 Six Months Ended June 30, 2020 (In millions) Food Protective Total North America $ 780.4 $ 617.4 $ 1,397.8 EMEA 291.9 191.4 483.3 APAC 186.2 143.8 330.0 South America 94.7 6.1 100.8 Topic 606 Segment Revenue 1,353.2 958.7 2,311.9 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 10.3 2.9 13.2 Total $ 1,363.5 $ 961.6 $ 2,325.1 Three Months Ended June 30, 2019 (In millions) Food Protective Total North America $ 401.1 $ 282.9 $ 684.0 EMEA 155.6 89.2 244.8 APAC 96.5 72.5 169.0 South America 52.3 3.8 56.1 Topic 606 Segment 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 Protective Total North America $ 783.9 $ 548.7 $ 1,332.6 EMEA 296.7 183.0 479.7 APAC 198.7 139.8 338.5 South America 102.9 7.9 110.8 Topic 606 Segment 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 |
Opening and Closing Balances of Contract Assets and Contract Liabilities | The opening and closing balances of contract liabilities arising from contracts with customers as of June 30, 2020 and December 31, 2019 were as follows: (In millions) June 30, 2020 December 31, 2019 Contract liabilities 16.4 16.7 |
Summary of Estimated Transaction Price from Contracts With Customers Allocated to Performance Obligations Remaining Performance Obligation, Expected Timing of Satisfaction | 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, 2020, as well as the expected timing of recognition of that transaction price. (In millions) Short-Term (12 months or less) (1) Long-Term Total Total transaction price $ 7.0 $ 9.4 $ 16.4 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020 was: (in millions) Short-Term Long-Term Total Total lease receivable (Sales-type and Operating) $ 4.8 $ 11.2 $ 16.0 |
Assets and Liabilities, Lessee | The following table details our lease obligations included in our Condensed Consolidated Balance Sheets. (in millions) June 30, 2020 December 31, 2019 Other non-current assets: Finance leases - ROU assets $ 58.9 $ 54.8 Finance leases - Accumulated depreciation (19.9) (15.0) Operating lease right-of-use-assets: Operating leases - ROU assets 120.6 118.8 Operating leases - Accumulated depreciation (38.9) (28.7) Total lease assets $ 120.7 $ 129.9 Current portion of long-term debt: Finance leases $ (10.5) (10.4) Current portion of operating lease liabilities: Operating leases (24.9) (26.2) Long-term debt, less current portion: Finance leases (27.4) (28.7) Long-term operating lease liabilities, less current portion: Operating leases (58.7) (65.7) Total lease liabilities $ (121.5) $ (131.0) |
Operating Lease, Future Minimum Annual Rental Commitments | At June 30, 2020, 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 2020 $ 15.0 $ 6.6 2021 25.2 11.9 2022 18.1 7.3 2023 12.5 3.7 2024 8.1 2.1 Thereafter 16.3 13.5 Total lease payments 95.2 45.1 Less: Interest (11.6) (7.2) Present value of lease liabilities $ 83.6 $ 37.9 |
Finance Lease, Future Minimum Annual Rental Commitments | At June 30, 2020, 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 2020 $ 15.0 $ 6.6 2021 25.2 11.9 2022 18.1 7.3 2023 12.5 3.7 2024 8.1 2.1 Thereafter 16.3 13.5 Total lease payments 95.2 45.1 Less: Interest (11.6) (7.2) Present value of lease liabilities $ 83.6 $ 37.9 |
Schedule of Lease Costs and Other Information | The following lease cost is included in our Condensed Consolidated Statements of Operations: Three Months Ended Six Months Ended (in millions) 2020 2019 2020 2019 Lease cost (1) Finance leases Amortization of ROU assets $ 2.8 $ 2.0 $ 5.5 $ 4.1 Interest on lease liabilities 0.4 0.5 0.9 1.0 Operating leases 7.8 7.9 15.9 16.3 Short-term lease cost 0.8 1.0 1.7 1.9 Variable lease cost 1.2 2.1 2.8 3.1 Total lease cost $ 13.0 $ 13.5 $ 26.8 $ 26.4 (1) With the exception of Interest on lease liabilities, we record lease costs to Cost of sales or Selling, general and administrative expenses on the Condensed Consolidated Statements of Operations, depending on the use of the leased asset. Interest on lease liabilities is recorded to Interest expense, net on the Condensed Consolidated Statement of Operations. Six Months Ended (in millions) 2020 2019 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - finance leases $ 2.3 $ 2.0 Operating cash flows - operating leases $ 17.5 $ 17.3 Financing cash flows - finance leases $ 5.9 $ 3.7 ROU assets obtained in exchange for new finance lease liabilities $ 5.1 $ 9.0 ROU assets obtained in exchange for new operating lease liabilities $ 9.0 $ 4.9 Six Months Ended 2020 2019 Weighted average information: Finance leases Remaining lease term (in years) 6.1 7.3 Discount rate 4.8 % 5.4 % Operating leases Remaining lease term (in years) 4.8 5.0 Discount rate 5.1 % 5.5 % |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [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 Automated and the preliminary allocation of purchase price among the assets acquired and liabilities assumed, including measurement period adjustments recorded through June 30, 2020. On August 1, 2020, the Company finalized the purchase price allocation for this acquisition. There were no material adjustments made subsequent to June 30, 2020 in conjunction with the finalization of the Automated purchase price allocation. Revised Preliminary Allocation Measurement Period Revised Preliminary Allocation (In millions) As of August 1, 2019 Adjustments As of June 30, 2020 Total consideration transferred $ 445.7 $ (4.3) $ 441.4 Assets: Cash and cash equivalents 16.0 (0.2) 15.8 Trade receivables, net 37.3 — 37.3 Other receivables 0.3 — 0.3 Inventories, net 40.7 (0.7) 40.0 Prepaid expenses and other current assets 2.3 — 2.3 Property and equipment, net (1) 76.9 8.7 85.6 Identifiable intangible assets, net (1) 81.1 (0.6) 80.5 Goodwill 261.3 (14.5) 246.8 Operating lease right-of-use-assets — 4.3 4.3 Other non-current assets 24.7 1.1 25.8 Total assets $ 540.6 $ (1.9) $ 538.7 Liabilities: Accounts payable 12.0 — 12.0 Current portion of long-term debt 2.6 (0.5) 2.1 Current portion of operating lease liabilities — 1.5 1.5 Other current liabilities 56.2 (3.2) 53.0 Long-term debt, less current portion 4.3 (0.3) 4.0 Long-term operating lease liabilities, less current portion — 2.8 2.8 Deferred taxes — 0.5 0.5 Other non-current liabilities 19.8 1.6 21.4 Total liabilities $ 94.9 $ 2.4 $ 97.3 (1) In the Preliminary Allocation as of August 1, 2019, $2.4 million of software was initially recorded as computer hardware within Property and equipment, net as disclosed in the 2019 Form 10-K. The asset represents software acquired and has been reclassified in identifiable intangible assets, net within Revised Preliminary Allocation in the table above. |
Schedule of Identifiable Intangible Assets, net and Their Useful Life | The following table summarizes the acquired identifiable intangible assets, net and their useful lives. Amount Useful life (in millions) (in years) Customer relationships $ 28.9 13.0 Trademarks and tradenames 15.6 9.1 Capitalized software 2.4 3.0 Technology 29.6 6.4 Backlog 4.0 0.4 Total intangible assets with definite lives $ 80.5 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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) 2020 2019 2020 2019 Net Sales: Food $ 673.2 $ 711.0 $ 1,363.5 $ 1,391.0 As a % of Total Company net sales 58.5 % 61.2 % 58.6 % 61.2 % Protective 478.0 450.0 961.6 882.7 As a % of Total Company net sales 41.5 % 38.8 % 41.4 % 38.8 % Total Company Net Sales $ 1,151.2 $ 1,161.0 $ 2,325.1 $ 2,273.7 Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Adjusted EBITDA from continuing operations Food $ 169.1 $ 155.6 $ 325.4 $ 298.5 Adjusted EBITDA Margin 25.1 % 21.9 % 23.9 % 21.5 % Protective 91.5 84.0 184.3 159.0 Adjusted EBITDA Margin 19.1 % 18.7 % 19.2 % 18.0 % Corporate (0.7) (2.9) 3.4 (5.0) Total Company Adjusted EBITDA from continuing operations $ 259.9 $ 236.7 $ 513.1 $ 452.5 Adjusted EBITDA Margin 22.6 % 20.4 % 22.1 % 19.9 % |
Reconciliation of Net Earning (Loss) to Total Company Adjusted EBITDA | The following table shows a reconciliation of net earnings before income tax provision to Total Company Adjusted EBITDA from continuing operations: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Earnings before income tax provision $ 144.9 $ 37.8 $ 292.1 $ 132.5 Interest expense, net 43.3 43.2 87.7 88.1 Depreciation and amortization, net of adjustments (1) 53.4 38.0 104.9 78.2 Special Items: Restructuring charges (2) 10.1 29.3 10.7 36.7 Other restructuring associated costs (3) 3.8 21.3 7.8 38.0 Foreign currency exchange loss due to highly inflationary economies 1.2 1.3 2.1 2.1 Charges related to the Novipax settlement agreement — 59.0 — 59.0 Charges (income) related to acquisition and divestiture activity 1.2 (0.5) 4.1 3.2 Other Special Items (4) 2.0 7.3 3.7 14.7 Pre-tax impact of Special Items 18.3 117.7 28.4 153.7 Total Company Adjusted EBITDA from continuing operations $ 259.9 $ 236.7 $ 513.1 $ 452.5 (1) Depreciation and amortization by segment were as follows: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Food $ 30.2 $ 25.0 $ 59.2 $ 51.2 Protective 23.2 13.1 45.7 28.0 Total Company depreciation and amortization (i) $ 53.4 $ 38.1 $ 104.9 $ 79.2 Depreciation and amortization adjustments — (0.1) — (1.0) Depreciation and amortization, net of adjustments $ 53.4 $ 38.0 $ 104.9 $ 78.2 (i) Includes share-based incentive compensation of $10.5 million and $19.0 million for the three and six months ended June 30, 2020, respectively, and $4.8 million and $13.2 million for the three and six months ended June 30, 2019, respectively. (2) Restructuring charges by segment were as follows: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Food $ 4.9 $ 18.6 $ 5.2 $ 22.4 Protective 5.2 10.7 5.5 14.3 Total Company restructuring charges $ 10.1 $ 29.3 $ 10.7 $ 36.7 (3) Other restructuring associated costs for the three and six months ended June 30, 2020 primarily relate to fees paid to third-party consultants in support of Reinvent SEE. Other restructuring associated costs for the three and six months ended June 30, 2019 primarily relate to fees paid to third-party consultants in support of Reinvent SEE and costs associated with property consolidations and machinery and equipment relocations resulting from Reinvent SEE. See Note 13, "Restructuring Activities," to the Condensed Consolidated Financial Statements for additional information related to Reinvent SEE and our restructuring program. |
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, 2020 December 31, 2019 Assets allocated to segments: Food $ 1,998.5 $ 1,997.8 Protective 2,726.8 2,762.9 Total segments 4,725.3 4,760.7 Assets not allocated: Cash and cash equivalents $ 289.7 $ 262.4 Assets held for sale 0.7 2.8 Income tax receivables 14.8 32.8 Other receivables 69.8 80.3 Deferred taxes 236.1 238.6 Other 419.9 387.6 Total $ 5,756.3 $ 5,765.2 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | The following table details our inventories, net: (In millions) June 30, 2020 December 31, 2019 Raw materials $ 105.5 $ 99.2 Work in process 146.7 136.2 Finished goods 386.0 334.9 Total $ 638.2 $ 570.3 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table details our property and equipment, net: (In millions) June 30, 2020 December 31, 2019 Land and improvements $ 47.3 $ 50.7 Buildings 749.3 747.0 Machinery and equipment 2,439.2 2,453.2 Other property and equipment 137.9 141.3 Construction-in-progress 125.8 127.9 Property and equipment, gross 3,499.5 3,520.1 Accumulated depreciation and amortization (2,384.3) (2,378.2) Property and equipment, net $ 1,115.2 $ 1,141.9 |
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) 2020 2019 2020 2019 Interest cost capitalized $ 1.3 $ 2.1 $ 3.2 $ 3.9 Depreciation and amortization expense for property and equipment $ 33.6 $ 28.8 $ 67.6 $ 57.0 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020, we did not identify any changes in circumstances that would indicate the carrying value of goodwill may not be recoverable. As part of our on-going assessment of goodwill impairment considerations, the Company considered the impact that COVID-19 has had on the overall economic environment, more specifically on the markets in which our products are sold. The Company does not believe the COVID-19 pandemic has had a material negative impact on our business to date, nor has it triggered a need to perform a quantitative impairment test on our goodwill balances, due to the significant headroom present in our reporting units as of our most recent annual test and after consideration of the Company's year-to-date financial results and expected long-term financial performance. We will continue to assess COVID-19's impact on our business over the second half of 2020, including any indicators of goodwill impairment. (In millions) Food Protective Total Gross Carrying Value at December 31, 2019 $ 577.2 $ 1,830.0 $ 2,407.2 Accumulated impairment (1) (49.3) (141.0) (190.3) Carrying Value at December 31, 2019 $ 527.9 $ 1,689.0 $ 2,216.9 Acquisition, purchase price and other adjustments — (7.1) (7.1) Currency translation (7.8) (5.6) (13.4) Carrying Value at June 30, 2020 $ 520.1 $ 1,676.3 $ 2,196.4 |
Summary of Identifiable Intangible Assets with Indefinite Useful Lives | The following tables summarize our identifiable intangible assets, net. As of June 30, 2020, there were no impairment indicators present. June 30, 2020 December 31, 2019 (In millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 100.2 $ (33.1) $ 67.1 $ 102.0 $ (30.5) $ 71.5 Trademarks and tradenames 30.6 (6.4) 24.2 31.1 (4.3) 26.8 Software 105.9 (73.0) 32.9 95.3 (62.8) 32.5 Technology 66.4 (30.3) 36.1 66.8 (27.2) 39.6 Contracts 13.2 (10.6) 2.6 13.2 (10.4) 2.8 Total intangible assets with definite lives 316.3 (153.4) 162.9 308.4 (135.2) 173.2 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets, net $ 325.2 $ (153.4) $ 171.8 $ 317.3 $ (135.2) $ 182.1 |
Summary of Identifiable Intangible Assets with Definite Useful Lives | The following tables summarize our identifiable intangible assets, net. As of June 30, 2020, there were no impairment indicators present. June 30, 2020 December 31, 2019 (In millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 100.2 $ (33.1) $ 67.1 $ 102.0 $ (30.5) $ 71.5 Trademarks and tradenames 30.6 (6.4) 24.2 31.1 (4.3) 26.8 Software 105.9 (73.0) 32.9 95.3 (62.8) 32.5 Technology 66.4 (30.3) 36.1 66.8 (27.2) 39.6 Contracts 13.2 (10.6) 2.6 13.2 (10.4) 2.8 Total intangible assets with definite lives 316.3 (153.4) 162.9 308.4 (135.2) 173.2 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets, net $ 325.2 $ (153.4) $ 171.8 $ 317.3 $ (135.2) $ 182.1 |
Remaining Estimated Future Amortization Expense | The following table shows the remaining estimated future amortization expense at June 30, 2020. Year Amount (in millions) Remainder of 2020 $ 21.4 2021 27.6 2022 21.0 2023 15.5 2024 14.1 Thereafter 63.3 Total $ 162.9 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Approved Restructuring Spending | The Board of Directors has approved cumulative restructuring spend of $840 to $885 million for the Program. 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 $ (336) $ 19 $ 34 Other expenses associated with the Program 230 245 (206) 24 39 Total expense $ 585 $ 615 $ (542) $ 43 $ 73 Capital expenditures 255 270 (239) 16 31 Total estimated cash cost (1) $ 840 $ 885 $ (781) $ 59 $ 104 (1) Total estimated cash cost excludes the impact of proceeds expected from the sale of property and equipment and foreign currency impact. (2) Remaining restructuring spend primarily consists of restructuring costs associated with the Company’s Reinvent SEE strategy. The Company has a restructuring program related to recent acquisitions. We did not incur any restructuring spend related to this program during the three and six months ended June 30, 2020 and 2019. See Note 5, "Acquisitions," of the Notes to Condensed Consolidated Financial Statements for additional information related to our acquisitions. |
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, 2020 and 2019: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Other associated costs $ 3.8 $ 21.3 $ 7.8 $ 38.0 Restructuring charges 10.1 29.3 10.7 36.7 Total charges $ 13.9 $ 50.6 $ 18.5 $ 74.7 Capital expenditures $ — $ 1.8 $ 0.2 $ 2.3 |
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, 2020 and the accrual balance remaining at June 30, 2020 related to these programs were as follows: (In millions) Restructuring accrual at December 31, 2018 $ 37.5 Accrual and accrual adjustments 41.9 Cash payments during 2019 (47.6) Effect of changes in foreign currency exchange rates (0.3) Restructuring accrual at December 31, 2019 $ 31.5 Accrual and accrual adjustments 10.7 Cash payments during 2020 (16.7) Effect of changes in foreign currency exchange rates (1.0) Restructuring accrual at June 30, 2020 $ 24.5 |
Debt and Credit Facilities (Tab
Debt and Credit Facilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Total Debt Outstanding | Our total debt outstanding consisted of the amounts set forth in the following table: (In millions) Interest rate June 30, 2020 December 31, 2019 Short-term borrowings (1) $ 81.7 $ 98.9 Current portion of long-term debt (2) 21.8 16.7 Total current debt 103.5 115.6 Term Loan A due August 2022 474.6 474.6 Term Loan A due July 2023 210.9 218.2 Senior Notes due December 2022 4.875 % 422.4 421.9 Senior Notes due April 2023 5.250 % 422.4 422.0 Senior Notes due September 2023 4.500 % 447.6 445.6 Senior Notes due December 2024 5.125 % 422.2 421.9 Senior Notes due September 2025 5.500 % 397.6 397.4 Senior Notes due December 2027 4.000 % 420.6 420.4 Senior Notes due July 2033 6.875 % 445.7 445.7 Other (2) 28.7 30.9 Total long-term debt, less current portion (3) 3,692.7 3,698.6 Total debt (4) $ 3,796.2 $ 3,814.2 (1) Short-term borrowings of $81.7 million at June 30, 2020 are comprised of $49.5 million under our European securitization program, $23.4 million under our revolving credit facility and $8.8 million of short-term borrowings from various lines of credit. Short-term borrowings of $98.9 million at December 31, 2019 were comprised $89.0 million under our revolving credit facility and $9.9 million of short-term borrowings from various lines of credit. (2) Current portion of long-term debt includes finance lease liabilities of $10.5 million and $10.4 million at June 30, 2020 and December 31, 2019, respectively. Other debt includes long-term liabilities associated with our finance leases of $27.4 million and $28.7 million at June 30, 2020 and December 31, 2019, respectively. See Note 4, "Leases," of the Notes to Condensed Consolidated Financial Statements for additional information on finance and operating lease liabilities. (3) Amounts are shown net of unamortized discounts and issuance costs of $22.5 million as of June 30, 2020 and $24.6 million as of December 31, 2019. (4) As of June 30, 2020, our weighted average interest rate on our short-term borrowings outstanding was 1.3% and on our long-term debt outstanding was 4.5%. As of December 31, 2019, our weighted average interest rate on our short-term borrowings outstanding was 5.0% and on our long-term debt outstanding was 4.8%. |
Lines of Credit | The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including the revolving credit facility, and the amounts available under our accounts receivable securitization programs. (In millions) June 30, 2020 December 31, 2019 Used lines of credit (1) $ 81.7 $ 98.9 Unused lines of credit 1,208.5 1,245.2 Total available lines of credit (2) $ 1,290.2 $ 1,344.1 (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, $1,125.4 million was committed as of June 30, 2020. |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020 December 31, 2019 June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Derivative Assets Foreign currency forward contracts and options $ 1.4 $ 0.2 $ 5.3 $ 2.6 $ 6.7 $ 2.8 Total Derivative Assets $ 1.4 $ 0.2 $ 5.3 $ 2.6 $ 6.7 $ 2.8 Derivative Liabilities Foreign currency forward contracts $ (0.5) $ (2.0) $ (1.3) $ (2.0) $ (1.8) $ (4.0) Total Derivative Liabilities (1) $ (0.5) $ (2.0) $ (1.3) $ (2.0) $ (1.8) $ (4.0) Net Derivatives (2) $ 0.9 $ (1.8) $ 4.0 $ 0.6 $ 4.9 $ (1.2) (1) Excludes €400.0 million of euro-denominated debt ($447.6 million equivalent at June 30, 2020 and $445.6 million equivalent at December 31, 2019), which 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, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Gross position $ 6.7 $ 2.8 $ (1.8) $ (4.0) Impact of master netting agreements (1.5) (1.1) 1.5 1.1 Net amounts recognized on the Condensed Consolidated Balance Sheets $ 5.2 $ 1.7 $ (0.3) $ (2.9) |
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, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Gross position $ 6.7 $ 2.8 $ (1.8) $ (4.0) Impact of master netting agreements (1.5) (1.1) 1.5 1.1 Net amounts recognized on the Condensed Consolidated Balance Sheets $ 5.2 $ 1.7 $ (0.3) $ (2.9) |
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, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Gross position $ 6.7 $ 2.8 $ (1.8) $ (4.0) Impact of master netting agreements (1.5) (1.1) 1.5 1.1 Net amounts recognized on the Condensed Consolidated Balance Sheets $ 5.2 $ 1.7 $ (0.3) $ (2.9) |
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 Location of Gain (Loss) Recognized on Three Months Ended Six Months Ended (In millions) Condensed Consolidated Statements of Operations 2020 2019 2020 2019 Derivatives designated as hedging instruments: Cash Flow Hedges: Foreign currency forward contracts Cost of sales $ 2.0 $ 0.9 $ 3.1 $ 1.5 Treasury locks Interest expense, net 0.1 0.1 0.1 0.1 Sub-total cash flow hedges 2.1 1.0 3.2 1.6 Fair Value Hedges: Interest rate swaps Interest expense, net 0.2 0.2 0.3 0.3 Derivatives not designated as hedging instruments: Foreign currency forward and option contracts Other income, net (1.6) (1.6) (2.4) (4.3) Total $ 0.7 $ (0.4) $ 1.1 $ (2.4) |
Fair Value Measurements and O_2
Fair Value Measurements and Other Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy of Financial Instruments | The fair value, measured on a recurring basis, of our financial instruments, using the fair value hierarchy under U.S. GAAP are included in the table below. June 30, 2020 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 45.7 $ 45.7 $ — $ — Other current assets $ 0.9 $ 0.9 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward and option contracts $ 4.9 $ — $ 4.9 $ — December 31, 2019 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 41.1 $ 41.1 $ — $ — Other current assets $ 14.4 $ 14.4 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward and option contracts $ (1.2) $ — $ (1.2) $ — |
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, 2020 December 31, 2019 (In millions) Interest rate Carrying Amount Fair Value Carrying Amount Fair Value Term Loan A Facility due August 2022 $ 474.6 $ 474.6 $ 474.6 $ 474.6 Term Loan A Facility due July 2023 (1) 221.6 221.6 223.8 223.8 Senior Notes due December 2022 4.875 % 422.4 440.6 421.9 450.1 Senior Notes due April 2023 5.250 % 422.4 450.2 422.0 454.1 Senior Notes due September 2023 (1) 4.500 % 447.6 479.8 445.6 509.5 Senior Notes due December 2024 5.125 % 422.2 456.2 421.9 458.9 Senior Notes due September 2025 5.500 % 397.6 435.0 397.4 441.2 Senior Notes due December 2027 4.000 % 420.6 426.2 420.4 431.5 Senior Notes due July 2033 6.875 % 445.7 530.8 445.7 528.8 Other foreign borrowings (1) 82.3 82.4 12.1 12.4 Other domestic borrowings 1.0 1.0 89.0 89.0 Total debt (2) $ 3,758.0 $ 3,998.4 $ 3,774.4 $ 4,073.9 (1) Includes borrowings denominated in currencies other than US dollars. |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost (Income) | The following tables show the components of our net periodic benefit (income) cost for our defined benefit pension plans for the three and six months ended June 30, 2020 and 2019: Three Months Ended Three Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit (income) cost: Service cost $ 0.1 $ 1.1 $ 1.2 $ — $ 1.0 $ 1.0 Interest cost 1.4 2.9 4.3 1.8 3.7 5.5 Expected return on plan assets (2.3) (5.0) (7.3) (1.8) (6.1) (7.9) Amortization of net prior service cost — 0.1 0.1 — 0.1 0.1 Amortization of net actuarial loss 0.3 1.2 1.5 0.4 0.9 1.3 Net periodic (income) cost (0.5) 0.3 (0.2) 0.4 (0.4) — Cost of settlement — 0.1 0.1 — 0.1 0.1 Total benefit (income) cost $ (0.5) $ 0.4 $ (0.1) $ 0.4 $ (0.3) $ 0.1 Six Months Ended Six Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit (income) cost: Service cost $ 0.1 $ 2.2 $ 2.3 $ — $ 2.0 $ 2.0 Interest cost 2.7 5.9 8.6 3.5 7.4 10.9 Expected return on plan assets (4.5) (10.0) (14.5) (3.6) (12.2) (15.8) Amortization of net prior service cost — 0.1 0.1 — 0.1 0.1 Amortization of net actuarial loss 0.7 2.4 3.1 0.7 1.8 2.5 Net periodic (income) cost $ (1.0) $ 0.6 $ (0.4) $ 0.6 $ (0.9) $ (0.3) Cost of settlement — 0.1 0.1 — 0.3 0.3 Total benefit (income) cost $ (1.0) $ 0.7 $ (0.3) $ 0.6 $ (0.6) $ — The following table shows the components of our net periodic benefit cost for our other post-retirement employee benefit plans for the three and six months ended June 30, 2020 and 2019: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Components of net periodic benefit cost: Interest cost $ 0.2 $ 0.4 $ 0.5 $ 0.8 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 benefit cost $ — $ 0.2 $ 0.2 $ 0.5 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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) 2020 2019 2020 2019 Total share-based incentive compensation expense (1) $ 10.5 $ 4.8 $ 19.0 $ 13.2 |
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 CAGR February 12, 2020 grant date Number of units granted 33,335 35,068 35,068 Fair value on grant date $ 38.87 $ 35.86 $ 35.86 February 13, 2020 grant date Number of units granted 44,206 42,507 42,507 Fair value on grant date $ 34.08 $ 34.40 $ 34.40 March 1, 2020 grant date Number of units granted 31,064 29,690 29,690 Fair value on grant date $ 29.85 $ 30.31 $ 30.31 |
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: February 12, 2020 February 13, 2020 March 1, 2020 Expected price volatility 23.7 % 23.7 % 23.7 % Risk-free interest rate 1.4 % 1.4 % 0.9 % |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Details of Comprehensive Income (Loss) | The following table provides details of comprehensive income (loss) for the six months ended June 30, 2020 and 2019: (In millions) Unrecognized Cumulative Unrecognized Unrecognized Accumulated Other Balance at December 31, 2018 $ (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 (1) $ (134.7) $ (738.5) $ (39.6) $ 1.4 $ (911.4) Balance at December 31, 2019 $ (146.1) $ (728.6) $ (34.5) $ 0.2 $ (909.0) Other comprehensive (loss) income before reclassifications (0.1) (87.1) (1.3) 4.7 (83.8) Less: amounts reclassified from accumulated other comprehensive loss 2.2 — — (2.4) (0.2) Net current period other comprehensive income (loss) 2.1 (87.1) (1.3) 2.3 (84.0) Balance at June 30, 2020 (1) $ (144.0) $ (815.7) $ (35.8) $ 2.5 $ (993.0) (1) The ending balance in AOCL includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $4.5 million and $(0.4) million as of June 30, 2020 and 2019, 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) 2020 (1) 2019 (1) 2020 (1) 2019 (1) Location of Amount Defined benefit pension plans and other post-employment benefits: Prior service credit $ — $ — $ 0.1 $ 0.1 Actuarial losses (1.4) (1.2) (3.0) (2.4) Total pre-tax amount (1.4) (1.2) (2.9) (2.3) Other income, net Tax benefit 0.3 0.3 0.7 0.6 Net of tax (1.1) (0.9) (2.2) (1.7) Net gains on cash flow hedging derivatives: (2) Foreign currency forward contracts 2.0 0.9 3.1 1.5 Cost of sales Treasury locks 0.1 0.1 0.1 0.1 Interest expense, net Total pre-tax amount 2.1 1.0 3.2 1.6 Tax expense (0.5) (0.4) (0.8) (0.6) Net of tax 1.6 0.6 2.4 1.0 Total reclassifications for the period $ 0.5 $ (0.3) $ 0.2 $ (0.7) (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 15, “Derivatives and Hedging Activities,” of the Notes to Condensed Consolidated Financial Statements for additional details. |
Other Income, net (Tables)
Other Income, net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Details of Other Income (Expense), net | The following table provides details of other income, net: Three Months Ended Six Months Ended (In millions) 2020 2019 2020 2019 Net foreign exchange transaction gain (loss) $ 0.6 $ (1.5) $ 6.6 $ (2.6) Bank fee expense (1.2) (1.3) (2.3) (2.5) Pension income other than service costs 0.4 0.5 1.2 0.9 Other, net 3.6 6.2 3.6 7.4 Other income, net $ 3.4 $ 3.9 $ 9.1 $ 3.2 |
Net Earnings Per Common Share (
Net Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 per common share under the two-class method: Three Months Ended Six Months Ended (In millions, except per share amounts) 2020 2019 2020 2019 Basic Net Earnings Per Common Share: Numerator: Net earnings $ 100.1 $ 33.2 $ 226.7 $ 90.7 Distributed and allocated undistributed net earnings to unvested restricted stockholders — (0.1) (0.1) (0.2) Distributed and allocated undistributed net earnings 100.1 33.1 226.6 90.5 Distributed net earnings - dividends paid to common stockholders (24.9) (24.6) (49.7) (49.4) Allocation of undistributed net earnings to common stockholders $ 75.2 $ 8.5 $ 176.9 $ 41.1 Denominator: Weighted average number of common shares outstanding - basic 155.6 154.5 155.1 154.6 Basic net earnings per common share: Distributed net earnings $ 0.16 $ 0.16 $ 0.32 $ 0.32 Allocated undistributed net earnings to common stockholders 0.48 0.06 1.14 0.27 Basic net earnings per common share $ 0.64 $ 0.22 $ 1.46 $ 0.59 Diluted Net Earnings Per Common Share: Numerator: Distributed and allocated undistributed net earnings $ 100.1 $ 33.1 $ 226.6 $ 90.5 Add: Allocated undistributed net earnings to unvested restricted stockholders — — 0.1 0.1 Less: Undistributed net earnings reallocated to unvested restricted stockholders — — (0.1) (0.1) Net earnings available to common stockholders - diluted $ 100.1 $ 33.1 $ 226.6 $ 90.5 Denominator: Weighted average number of common shares outstanding - basic 155.6 154.5 155.1 154.6 Effect of contingently issuable shares 0.1 0.3 0.1 0.2 Effect of unvested restricted stock units 0.2 0.2 0.2 0.2 Weighted average number of common shares outstanding - diluted under two-class 155.9 155.0 155.4 155.0 Effect of unvested restricted stock - participating security — 0.3 — 0.3 Weighted average number of common shares outstanding - diluted under treasury stock 155.9 155.3 155.4 155.3 Diluted net earnings per common share $ 0.64 $ 0.21 $ 1.46 $ 0.58 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)subsidiary | Jun. 30, 2019USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Number of wholly-owned subsidiaries | subsidiary | 2 | |||
Remeasurement loss | $ | $ 1.2 | $ 1.3 | $ (2.1) | $ 2.1 |
Revenue Recognition, Contract_3
Revenue Recognition, Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized from performance obligations satisfied In previous periods | $ 1.2 | $ 0.7 | $ 2.2 | $ 1.8 |
Revenue recognized that was included in contract liability | $ 0.4 | $ 0.9 | $ 5.3 | $ 1.7 |
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | $ 1,143.6 | $ 1,153.9 | $ 2,311.9 | $ 2,261.6 |
Non-Topic 606 Revenue (Leasing: Sales-type and Operating) | 7.6 | 7.1 | 13.2 | 12.1 |
Total revenues | 1,151.2 | 1,161 | 2,325.1 | 2,273.7 |
Food | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 667 | 705.5 | 1,353.2 | 1,382.2 |
Non-Topic 606 Revenue (Leasing: Sales-type and Operating) | 6.2 | 5.5 | 10.3 | 8.8 |
Total revenues | 673.2 | 711 | 1,363.5 | 1,391 |
Protective | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 476.6 | 448.4 | 958.7 | 879.4 |
Non-Topic 606 Revenue (Leasing: Sales-type and Operating) | 1.4 | 1.6 | 2.9 | 3.3 |
Total revenues | 478 | 450 | 961.6 | 882.7 |
North America | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 688.4 | 684 | 1,397.8 | 1,332.6 |
North America | Food | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 379.2 | 401.1 | 780.4 | 783.9 |
North America | Protective | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 309.2 | 282.9 | 617.4 | 548.7 |
EMEA | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 238.1 | 244.8 | 483.3 | 479.7 |
EMEA | Food | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 150.2 | 155.6 | 291.9 | 296.7 |
EMEA | Protective | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 87.9 | 89.2 | 191.4 | 183 |
APAC | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 169.4 | 169 | 330 | 338.5 |
APAC | Food | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 92.3 | 96.5 | 186.2 | 198.7 |
APAC | Protective | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 77.1 | 72.5 | 143.8 | 139.8 |
South America | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 47.7 | 56.1 | 100.8 | 110.8 |
South America | Food | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | 45.3 | 52.3 | 94.7 | 102.9 |
South America | Protective | ||||
Revenue from External Customer [Line Items] | ||||
Topic 606 Segment Revenue | $ 2.4 | $ 3.8 | $ 6.1 | $ 7.9 |
Revenue Recognition, Contract_5
Revenue Recognition, Contracts with Customers - Contracts with Customer Asset and Liability (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities | $ 16.4 | $ 16.7 |
Revenue Recognition, Contract_6
Revenue Recognition, Contracts with Customers - Revenue Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2020USD ($) |
Revenue, Performance Obligation [Abstract] | |
Revenue, remaining performance obligation, Short-term | $ 7 |
Revenue, remaining performance obligation, Long-term | 9.4 |
Total revenue, expected to be recognized | $ 16.4 |
Leases - Summary of Lease Payme
Leases - Summary of Lease Payments Captured in Lease Receivables (Details) $ in Millions | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
Short-Term (12 months or less) | $ 4.8 |
Long-Term | 11.2 |
Total | $ 16 |
Leases - Lease Obligations (Det
Leases - Lease Obligations (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Finance leases - ROU assets | $ 58.9 | $ 54.8 |
Finance leases - Accumulated depreciation | (19.9) | (15) |
Operating leases - ROU assets | 120.6 | 118.8 |
Operating leases - Accumulated depreciation | (38.9) | (28.7) |
Total lease assets | 120.7 | 129.9 |
Finance leases | (10.5) | (10.4) |
Operating leases | (24.9) | (26.2) |
Finance leases | (27.4) | (28.7) |
Operating leases | (58.7) | (65.7) |
Total lease liabilities | $ (121.5) | $ (131) |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtNoncurrent | us-gaap:LongTermDebtNoncurrent |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtCurrent | us-gaap:LongTermDebtCurrent |
Leases - Schedule of Lease Comm
Leases - Schedule of Lease Commitments (Details) $ in Millions | Jun. 30, 2020USD ($) |
Operating leases | |
Remainder of 2020 | $ 15 |
2021 | 25.2 |
2022 | 18.1 |
2023 | 12.5 |
2024 | 8.1 |
Thereafter | 16.3 |
Total lease payments | 95.2 |
Less: Interest | (11.6) |
Present value of lease liabilities | 83.6 |
Finance leases | |
Remainder of 2020 | 6.6 |
2021 | 11.9 |
2022 | 7.3 |
2023 | 3.7 |
2024 | 2.1 |
Thereafter | 13.5 |
Total lease payments | 45.1 |
Less: Interest | (7.2) |
Present value of lease liabilities | $ 37.9 |
Leases - Lease Cost and Other I
Leases - Lease Cost and Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Finance Leases [Abstract] | ||||
Amortization of ROU assets | $ 2.8 | $ 2 | $ 5.5 | $ 4.1 |
Interest on lease liabilities | 0.4 | 0.5 | 0.9 | 1 |
Operating leases | 7.8 | 7.9 | 15.9 | 16.3 |
Short-term lease cost | 0.8 | 1 | 1.7 | 1.9 |
Variable lease cost | 1.2 | 2.1 | 2.8 | 3.1 |
Total lease cost | $ 13 | $ 13.5 | 26.8 | 26.4 |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows - finance leases | 2.3 | 2 | ||
Operating cash flows - operating leases | 17.5 | 17.3 | ||
Financing cash flows - finance leases | 5.9 | 3.7 | ||
Right-Of-Use Asset Obtained In Exchange For Lease Liability [Abstract] | ||||
ROU assets obtained in exchange for new finance lease liabilities | 5.1 | 9 | ||
ROU assets obtained in exchange for new operating lease liabilities | $ 9 | $ 4.9 | ||
Finance leases | ||||
Remaining lease term (in years) | 6 years 1 month 6 days | 7 years 3 months 18 days | 6 years 1 month 6 days | 7 years 3 months 18 days |
Discount rate | 4.80% | 5.40% | 4.80% | 5.40% |
Operating leases | ||||
Remaining lease term (in years) | 4 years 9 months 18 days | 5 years | 4 years 9 months 18 days | 5 years |
Discount rate | 5.10% | 5.50% | 5.10% | 5.50% |
Acquisitions - Acquisitions Nar
Acquisitions - Acquisitions Narrative (Details) - USD ($) $ in Millions | Aug. 01, 2019 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 2,196.4 | $ 2,216.9 | $ 2,196.4 | |||||
Protective | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 1,676.3 | 1,689 | 1,676.3 | |||||
Automated Packaging Systems | Subsequent Event | ||||||||
Business Acquisition [Line Items] | ||||||||
Taxes paid for second quarter 2020 | $ 2.5 | |||||||
Automated Packaging Systems | Protective | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of shares acquired | 100.00% | |||||||
Consideration transferred | $ 441.4 | |||||||
Liabilities assumed related to deferred incentive compensation plan | 58.2 | |||||||
Deferred compensation paid | 16.5 | $ 19.7 | ||||||
Acquisition related costs | 0.3 | |||||||
Adjustment to consideration transferred | $ (4.3) | |||||||
Goodwill | $ 261.3 | $ 246.8 | $ 246.8 | |||||
Other 2019 Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 23.4 | |||||||
Goodwill | $ 6 | |||||||
Goodwill increase | $ 0.3 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Aug. 01, 2019 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Total consideration transferred | $ (4.2) | $ 23.1 | ||||
Assets: | ||||||
Goodwill | 2,196.4 | $ 2,196.4 | $ 2,216.9 | |||
Protective | ||||||
Assets: | ||||||
Goodwill | 1,676.3 | 1,676.3 | $ 1,689 | |||
Automated Packaging Systems | ||||||
Assets: | ||||||
Identifiable intangible assets, net | $ 80.5 | |||||
Measurement Period | ||||||
Property and equipment, net | 2.4 | |||||
Automated Packaging Systems | Protective | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration transferred | 445.7 | 441.4 | ||||
Assets: | ||||||
Cash and cash equivalents | 16 | 15.8 | 15.8 | |||
Trade receivables, net | 37.3 | 37.3 | 37.3 | |||
Other receivables | 0.3 | 0.3 | 0.3 | |||
Inventories, net | 40.7 | 40 | 40 | |||
Prepaid expenses and other current assets | 2.3 | 2.3 | 2.3 | |||
Property and equipment, net | 76.9 | 85.6 | 85.6 | |||
Identifiable intangible assets, net | 81.1 | 80.5 | 80.5 | |||
Goodwill | 261.3 | 246.8 | 246.8 | |||
Operating lease right-of-use-assets | 4.3 | 4.3 | ||||
Other non-current assets | 24.7 | 25.8 | 25.8 | |||
Total assets | 540.6 | 538.7 | 538.7 | |||
Liabilities: | ||||||
Accounts payable | 12 | 12 | 12 | |||
Current portion of long-term debt | 2.6 | 2.1 | 2.1 | |||
Current portion of operating lease liabilities | 1.5 | 1.5 | ||||
Other current liabilities | 56.2 | 53 | 53 | |||
Long-term debt, less current portion | 4.3 | 4 | 4 | |||
Long-term operating lease liabilities, less current portion | 2.8 | 2.8 | ||||
Deferred taxes | 0.5 | 0.5 | ||||
Other noncurrent liabilities | 19.8 | 21.4 | 21.4 | |||
Total liabilities | $ 94.9 | $ 97.3 | 97.3 | |||
Measurement Period | ||||||
Adjustment to consideration transferred | $ (4.3) | |||||
Cash and cash equivalents | (0.2) | |||||
Inventories, net | (0.7) | |||||
Property and equipment, net | 8.7 | |||||
Identifiable intangible assets, net | (0.6) | |||||
Goodwill | (14.5) | |||||
Operating lease right-of-use-assets | 4.3 | |||||
Other non-current assets | 1.1 | |||||
Total assets | (1.9) | |||||
Current portion of long-term debt | (0.5) | |||||
Current portion of operating lease liabilities | 1.5 | |||||
Other current liabilities | (3.2) | |||||
Long-term debt, less current portion | (0.3) | |||||
Long-term operating lease liabilities, less current portion | 2.8 | |||||
Deferred taxes | 0.5 | |||||
Other noncurrent liabilities | 1.6 | |||||
Total liabilities | $ 2.4 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets, net and Useful Live (Details) - Automated Packaging Systems $ in Millions | Aug. 01, 2019USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets, net | $ 80.5 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets, net | $ 28.9 |
Useful life | 13 years |
Trademarks and tradenames | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets, net | $ 15.6 |
Useful life | 9 years 1 month 6 days |
Capitalized software | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets, net | $ 2.4 |
Useful life | 3 years |
Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets, net | $ 29.6 |
Useful life | 6 years 4 months 24 days |
Backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets, net | $ 4 |
Useful life | 4 months 24 days |
Segments - Additional Informati
Segments - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2020segment | |
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total Company Net Sales | $ 1,151.2 | $ 1,161 | $ 2,325.1 | $ 2,273.7 |
Adjusted EBITDA from continuing operations | $ 259.9 | $ 236.7 | $ 513.1 | $ 452.5 |
Adjusted EBITDA Margin | 22.60% | 20.40% | 22.10% | 19.90% |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA from continuing operations | $ (0.7) | $ (2.9) | $ 3.4 | $ (5) |
Food | ||||
Segment Reporting Information [Line Items] | ||||
Total Company Net Sales | $ 673.2 | $ 711 | $ 1,363.5 | $ 1,391 |
Adjusted EBITDA Margin | 25.10% | 21.90% | 23.90% | 21.50% |
Food | Product Concentration Risk | Net Sales | ||||
Segment Reporting Information [Line Items] | ||||
As a % of Total Company net sales | 58.50% | 61.20% | 58.60% | 61.20% |
Food | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Company Net Sales | $ 673.2 | $ 711 | $ 1,363.5 | $ 1,391 |
Adjusted EBITDA from continuing operations | 169.1 | 155.6 | 325.4 | 298.5 |
Protective | ||||
Segment Reporting Information [Line Items] | ||||
Total Company Net Sales | $ 478 | $ 450 | $ 961.6 | $ 882.7 |
Adjusted EBITDA Margin | 19.10% | 18.70% | 19.20% | 18.00% |
Protective | Product Concentration Risk | Net Sales | ||||
Segment Reporting Information [Line Items] | ||||
As a % of Total Company net sales | 41.50% | 38.80% | 41.40% | 38.80% |
Protective | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Company Net Sales | $ 478 | $ 450 | $ 961.6 | $ 882.7 |
Adjusted EBITDA from continuing operations | $ 91.5 | $ 84 | $ 184.3 | $ 159 |
Segments - Reconciliation of Ne
Segments - Reconciliation of Net Earnings to Total Company Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Earnings before income tax provision | $ 144.9 | $ 37.8 | $ 292.1 | $ 132.5 |
Interest expense, net | 43.3 | 43.2 | 87.7 | 88.1 |
Depreciation and amortization, net of adjustments | 53.4 | 38 | 104.9 | 78.2 |
Special items | ||||
Restructuring charges | 10.1 | 29.3 | 10.7 | 36.7 |
Other restructuring associated costs | 3.8 | 21.3 | 7.8 | 38 |
Foreign currency exchange loss due to highly inflationary economies | 1.2 | 1.3 | 2.1 | 2.1 |
Charges related to the Novipax settlement agreement | 0 | 59 | 0 | 59 |
Other Special Items | 2 | 7.3 | 3.7 | 14.7 |
Pre-tax impact of Special Items | 18.3 | 117.7 | 28.4 | 153.7 |
Total Company Adjusted EBITDA from continuing operations | 259.9 | 236.7 | 513.1 | 452.5 |
Diversey | ||||
Special items | ||||
Charges (income) related to acquisition and divestiture activity | $ 1.2 | $ (0.5) | $ 4.1 | $ 3.2 |
Segments - Reconciliation of _2
Segments - Reconciliation of Net Earnings to Total Company Adjusted EBITDA- Depreciation and Restructuring Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Depreciation and Amortization [Abstract] | ||||
Depreciation and amortization | $ 85.9 | $ 66 | ||
Depreciation and amortization adjustments | $ 0 | $ (0.1) | 0 | (1) |
Depreciation and amortization, net of adjustments | 53.4 | 38 | 104.9 | 78.2 |
Share-based incentive compensation | 10.5 | 4.8 | 19 | 13.2 |
Restructuring charges | 10.1 | 29.3 | 10.7 | 36.7 |
Share-based compensation expense | ||||
Depreciation and Amortization [Abstract] | ||||
Depreciation and amortization | 53.4 | 38.1 | 104.9 | 79.2 |
Depreciation and amortization | ||||
Depreciation and Amortization [Abstract] | ||||
Share-based incentive compensation | 10.5 | 4.8 | 19 | 13.2 |
Food | ||||
Depreciation and Amortization [Abstract] | ||||
Restructuring charges | 4.9 | 18.6 | 5.2 | 22.4 |
Food | Operating Segments | ||||
Depreciation and Amortization [Abstract] | ||||
Depreciation and amortization | 30.2 | 25 | 59.2 | 51.2 |
Protective | ||||
Depreciation and Amortization [Abstract] | ||||
Restructuring charges | 5.2 | 10.7 | 5.5 | 14.3 |
Protective | Operating Segments | ||||
Depreciation and Amortization [Abstract] | ||||
Depreciation and amortization | $ 23.2 | $ 13.1 | $ 45.7 | $ 28 |
Segments - Assets by Reportable
Segments - Assets by Reportable Segments (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Assets not allocated: | ||||
Cash and cash equivalents | $ 289.7 | $ 262.4 | $ 222.2 | $ 271.7 |
Current assets held for sale | 0.7 | 2.8 | ||
Income tax receivables | 14.8 | 32.8 | ||
Other receivables | 69.8 | 80.3 | ||
Deferred taxes | 236.1 | 238.6 | ||
Other | 323 | 331.6 | ||
Total assets | 5,756.3 | 5,765.2 | ||
Assets allocated to segments: | ||||
Assets allocated to segments: | ||||
Assets allocated to segments | 4,725.3 | 4,760.7 | ||
Assets allocated to segments: | Food | ||||
Assets allocated to segments: | ||||
Assets allocated to segments | 1,998.5 | 1,997.8 | ||
Assets allocated to segments: | Protective | ||||
Assets allocated to segments: | ||||
Assets allocated to segments | 2,726.8 | 2,762.9 | ||
Assets not allocated: | ||||
Assets not allocated: | ||||
Cash and cash equivalents | 289.7 | 262.4 | ||
Current assets held for sale | 0.7 | 2.8 | ||
Income tax receivables | 14.8 | 32.8 | ||
Other receivables | 69.8 | 80.3 | ||
Deferred taxes | 236.1 | 238.6 | ||
Other | 419.9 | 387.6 | ||
Total assets | $ 5,756.3 | $ 5,765.2 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 105.5 | $ 99.2 |
Work in process | 146.7 | 136.2 |
Finished goods | 386 | 334.9 |
Total | $ 638.2 | $ 570.3 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, net (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Land and improvements | $ 47.3 | $ 50.7 |
Buildings | 749.3 | 747 |
Machinery and equipment | 2,439.2 | 2,453.2 |
Other property and equipment | 137.9 | 141.3 |
Construction-in-progress | 125.8 | 127.9 |
Property and equipment, gross | 3,499.5 | 3,520.1 |
Accumulated depreciation and amortization | (2,384.3) | (2,378.2) |
Property and equipment, net | $ 1,115.2 | $ 1,141.9 |
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Interest cost capitalized | $ 1.3 | $ 2.1 | $ 3.2 | $ 3.9 |
Depreciation and amortization expense for property and equipment | $ 33.6 | $ 28.8 | $ 67.6 | $ 57 |
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, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Gross Carrying Value | $ 2,407.2 | |
Accumulated impairment | $ (190.3) | |
Carrying Value | 2,216.9 | |
Acquisition, purchase price and other adjustments | (7.1) | |
Currency translation | (13.4) | |
Carrying Value | 2,196.4 | |
Food | ||
Goodwill [Roll Forward] | ||
Carrying Value | 527.9 | |
Currency translation | (7.8) | |
Carrying Value | 520.1 | |
Protective | ||
Goodwill [Roll Forward] | ||
Carrying Value | 1,689 | |
Currency translation | (5.6) | |
Carrying Value | 1,676.3 | |
Operating Segments | Food | ||
Goodwill [Roll Forward] | ||
Gross Carrying Value | 577.2 | |
Accumulated impairment | (49.3) | |
Acquisition, purchase price and other adjustments | 0 | |
Operating Segments | Protective | ||
Goodwill [Roll Forward] | ||
Gross Carrying Value | 1,830 | |
Accumulated impairment | $ (141) | |
Acquisition, purchase price and other adjustments | $ (7.1) |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangible Assets, net - Summary of Identifiable Intangible Assets, net (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 316.3 | $ 308.4 |
Accumulated Amortization | (153.4) | (135.2) |
Net | 162.9 | 173.2 |
Total identifiable intangible assets, net | ||
Gross Carrying Value | 325.2 | 317.3 |
Net | 171.8 | 182.1 |
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 | 100.2 | 102 |
Accumulated Amortization | (33.1) | (30.5) |
Net | 67.1 | 71.5 |
Trademarks and tradenames with indefinite lives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 30.6 | 31.1 |
Accumulated Amortization | (6.4) | (4.3) |
Net | 24.2 | 26.8 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 105.9 | 95.3 |
Accumulated Amortization | (73) | (62.8) |
Net | 32.9 | 32.5 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 66.4 | 66.8 |
Accumulated Amortization | (30.3) | (27.2) |
Net | 36.1 | 39.6 |
Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 13.2 | 13.2 |
Accumulated Amortization | (10.6) | (10.4) |
Net | $ 2.6 | $ 2.8 |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangible Assets, net - Remaining Estimated Future Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Year | ||
Remainder of 2020 | $ 21.4 | |
2021 | 27.6 | |
2022 | 21 | |
2023 | 15.5 | |
2024 | 14.1 | |
Thereafter | 63.3 | |
Net | $ 162.9 | $ 173.2 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization Programs (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)bank | Jun. 30, 2019USD ($) | Jun. 30, 2020EUR (€) | Dec. 31, 2019USD ($) | |
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||||
Interest paid | $ 43,300,000 | $ 43,200,000 | $ 87,700,000 | $ 88,100,000 | ||
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 | $ 50,000,000 | |||||
Amounts available under program | 45,800,000 | 45,800,000 | ||||
Amount utilized under accounts receivable securitization program | 0 | 0 | $ 0 | |||
U.S. Accounts Receivable Securitization Program | U.S. Program | Maximum | ||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||||
Maximum purchase limit for receivable interests under accounts receivable securitization program | 50,000,000 | 50,000,000 | ||||
European Accounts Receivable Securitization Program | European Program | ||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||||
Amounts available under program | 79,600,000 | 79,600,000 | € 70,800,000 | |||
Amount utilized under accounts receivable securitization program | 49,500,000 | 49,500,000 | 44,000,000 | $ 0 | ||
European Accounts Receivable Securitization Program | European Program | Maximum | ||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||||
Maximum purchase limit for receivable interests under accounts receivable securitization program | 89,900,000 | 89,900,000 | € 80,000,000 | |||
Accounts Receivable Securitization Programs | ||||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||||
Interest paid | $ 200,000 | $ 200,000 | $ 300,000 | $ 400,000 |
Accounts Receivable Factoring_2
Accounts Receivable Factoring Programs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Transfers and Servicing [Abstract] | ||||
Gross proceeds received from programs | $ 222 | $ 157.4 | ||
Fees associated with transfer of receivables | $ 0.4 | $ 0.8 | $ 1 | $ 1.3 |
Credit Losses (Details)
Credit Losses (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Credit Loss [Abstract] | ||||
Credit losses as percentage of net trade sales (less than) | 0.10% | |||
Credit loss historical period | 3 years | |||
Trade receivables, net of allowance | $ 515.8 | $ 515.8 | $ 556.5 | |
Allowance for doubtful accounts | 9.2 | 9.2 | $ 8.2 | |
Increase in allowance for credit losses | 1 | |||
Allowance for credit losses | $ 1.5 | $ 2.6 | $ 1.7 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $ 10.1 | $ 29.3 | $ 10.7 | $ 36.7 | ||
Other related costs | 3.8 | $ 21.3 | $ 7.8 | $ 38 | ||
Restructuring Program term (in years) | 3 years | |||||
Restructuring accrual expected to pay | 22.9 | $ 22.9 | $ 29.5 | |||
Restructuring accrual | 24.5 | 24.5 | $ 31.5 | $ 37.5 | ||
Food | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring accrual | 14.3 | 14.3 | ||||
Protective | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring accrual | 10.2 | 10.2 | ||||
Program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 10.1 | 10.7 | ||||
Other related costs | 3.8 | 7.8 | ||||
Restructuring accrual expected to pay | 22.9 | 22.9 | ||||
Restructuring accrual remaining | $ 1.6 | $ 1.6 |
Restructuring Activities - Sche
Restructuring Activities - Schedule of Approved Restructuring Spending (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Total Restructuring Program Range | ||||
Other expenses associated with the Program | $ 3.8 | $ 21.3 | $ 7.8 | $ 38 |
Total charges | 13.9 | 50.6 | 18.5 | 74.7 |
Capital expenditures | 0 | $ 1.8 | 0.2 | $ 2.3 |
Program | ||||
Total Restructuring Program Range | ||||
Other expenses associated with the Program | 3.8 | 7.8 | ||
Less Cumulative Spend to Date | ||||
Costs of reduction in headcount as a result of reorganization | (336) | (336) | ||
Other expenses associated with the Program | (206) | (206) | ||
Total expense | (542) | (542) | ||
Capital expenditures | (239) | (239) | ||
Total estimated cash cost | (781) | (781) | ||
Program | Minimum | ||||
Total Restructuring Program Range | ||||
Costs of reduction in headcount as a result of reorganization | 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 | 19 | 19 | ||
Other expenses associated with the Program | 24 | 24 | ||
Total expense | 43 | 43 | ||
Capital expenditures | 16 | 16 | ||
Total estimated cash cost | 59 | 59 | ||
Program | Maximum | ||||
Total Restructuring Program Range | ||||
Costs of reduction in headcount as a result of reorganization | 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 | 34 | 34 | ||
Other expenses associated with the Program | 39 | 39 | ||
Total expense | 73 | 73 | ||
Capital expenditures | 31 | 31 | ||
Total estimated cash cost | $ 104 | $ 104 |
Restructuring Activities - Rest
Restructuring Activities - Restructuring Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Continuing Operations: | ||||
Other related costs | $ 3.8 | $ 21.3 | $ 7.8 | $ 38 |
Restructuring charges | 10.1 | 29.3 | 10.7 | 36.7 |
Total charges | 13.9 | 50.6 | 18.5 | 74.7 |
Capital expenditures | 0 | 1.8 | 0.2 | 2.3 |
Continuing Operations | ||||
Continuing Operations: | ||||
Other related costs | 3.8 | 21.3 | 7.8 | 38 |
Restructuring charges | $ 10.1 | $ 29.3 | $ 10.7 | $ 36.7 |
Restructuring Activities - Re_2
Restructuring Activities - Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring accrual at beginning of period | $ 31.5 | $ 37.5 |
Accrual and accrual adjustments | 10.7 | 41.9 |
Cash payments during period | (16.7) | (47.6) |
Effect of changes in foreign currency exchange rates | (1) | (0.3) |
Restructuring accrual at end of period | $ 24.5 | $ 31.5 |
Debt and Credit Facilities - To
Debt and Credit Facilities - Total Debt Outstanding (Details) € in Millions | Jun. 30, 2020USD ($) | Jun. 30, 2020EUR (€) | Dec. 31, 2019USD ($) | Nov. 26, 2019 |
Debt Instrument [Line Items] | ||||
Short-term borrowings | $ 81,700,000 | $ 98,900,000 | ||
Current portion of long-term debt | 21,800,000 | 16,700,000 | ||
Total current debt | 103,500,000 | 115,600,000 | ||
Other | 28,700,000 | 30,900,000 | ||
Total long-term debt, less current portion | 3,692,700,000 | 3,698,600,000 | ||
Total debt | 3,796,200,000 | 3,814,200,000 | ||
Finance lease liability, current | 10,500,000 | 10,400,000 | ||
Finance lease liability, noncurrent | 27,400,000 | 28,700,000 | ||
Unamortized discounts ands issuance costs | $ 22,500,000 | $ 24,600,000 | ||
Short-term debt, weighted average interest rate | 1.30% | 1.30% | 5.00% | |
Long-term debt, weighted average interest rate | 4.50% | 4.50% | 4.80% | |
European Accounts Receivable Securitization Program | European Program | ||||
Debt Instrument [Line Items] | ||||
Amount of borrowing under securitization program | $ 49,500,000 | € 44 | $ 0 | |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Short-term borrowings | 23,400,000 | 89,000,000 | ||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Short-term borrowings | $ 8,800,000 | 9,900,000 | ||
Senior Notes due December 2022 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 4.875% | 4.875% | ||
Senior notes | $ 422,400,000 | 421,900,000 | ||
Senior Notes due April 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 5.25% | 5.25% | ||
Senior notes | $ 422,400,000 | 422,000,000 | ||
Senior Notes due September 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 4.50% | 4.50% | ||
Senior notes | $ 447,600,000 | 445,600,000 | ||
Senior Notes due December 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 5.125% | 5.125% | ||
Senior notes | $ 422,200,000 | 421,900,000 | ||
Senior Notes due September 2025 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 5.50% | 5.50% | ||
Senior notes | $ 397,600,000 | 397,400,000 | ||
Senior Notes due December 2027 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 4.00% | 4.00% | 4.00% | |
Senior notes | $ 420,600,000 | 420,400,000 | ||
Senior Notes due July 2033 | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 6.875% | 6.875% | ||
Senior notes | $ 445,700,000 | 445,700,000 | ||
Term Loan A due August 2022 | ||||
Debt Instrument [Line Items] | ||||
Term loans | 474,600,000 | 474,600,000 | ||
Term Loan A due July 2023 | ||||
Debt Instrument [Line Items] | ||||
Term loans | $ 210,900,000 | $ 218,200,000 |
Debt and Credit Facilities - Se
Debt and Credit Facilities - Senior Notes and Amended and Restated Senior Secured Credit Facilities (Details) - USD ($) | Nov. 26, 2019 | Jun. 30, 2020 | Aug. 01, 2019 |
Debt Instrument [Line Items] | |||
Gain on settlement of interest rate swaps | $ (600,000) | ||
Senior Notes due December 2027 | |||
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 425,000,000 | ||
Debt interest rate | 4.00% | 4.00% | |
Debt issuance costs capitalized | $ 3,500,000 | ||
6.50% Senior Notes due December 2020 | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 6.50% | ||
Repurchased face amount | $ 425,000,000 | ||
Aggregate repurchase amount | 452,000,000 | ||
Premium on redemption of debt | 15,500,000 | ||
Accrued interest recognized | 11,500,000 | ||
Loss on debt extinguishment | 16,100,000 | ||
Accelerated amortization of original issuance discount | $ 1,200,000 | ||
Third Amended and Restated Credit Agreement | |||
Debt Instrument [Line Items] | |||
Lender and third-party fees | $ 400,000 | ||
Third Amended and Restated Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facilities | $ 475,000,000 |
Debt and Credit Facilities - Sh
Debt and Credit Facilities - Short-term Borrowings (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||
Used lines of credit | $ 81.7 | $ 98.9 |
Unused lines of credit | 1,208.5 | 1,245.2 |
Total available lines of credit | 1,290.2 | $ 1,344.1 |
Committed Line of Credit Facilities | ||
Line of Credit Facility [Line Items] | ||
Total available lines of credit | $ 1,125.4 |
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 ($) | Jun. 30, 2020USD ($)derivative | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)derivative | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)derivative | Dec. 31, 2017USD ($) | Sep. 30, 2015EUR (€) | Jun. 30, 2015USD ($) | |
4.50% Senior Notes due September 2023 | |||||||||
Derivative [Line Items] | |||||||||
Debt interest rate | 4.50% | 4.50% | |||||||
Foreign currency forward and option contracts | |||||||||
Derivative [Line Items] | |||||||||
Fair value of (liability) derivative | $ (1.2) | ||||||||
Foreign currency forward and option contracts | Designated as hedging instruments | |||||||||
Derivative [Line Items] | |||||||||
Maximum original maturity of foreign currency forward contracts | 12 months | ||||||||
Net unrealized (loss) gain related to cash flow hedging activities | $ (2.2) | $ (0.1) | $ 2.8 | $ (1.3) | |||||
Net unrealized derivative gains included in AOCI to be reclassified into earnings in next twelve months | $ 1.4 | ||||||||
Foreign currency forward and option contracts | Derivatives not designated as hedging instruments | |||||||||
Derivative [Line Items] | |||||||||
Maximum original maturity of foreign currency forward contracts | 12 months | ||||||||
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) derivative | $ 0.2 | $ 0.2 | |||||||
Fair value of liability derivatives net after tax | $ 0.2 | $ 0.2 | |||||||
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) derivative | $ (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, 2020USD ($) | Jun. 30, 2020EUR (€) | Dec. 31, 2019USD ($) |
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | $ 6.7 | $ 2.8 | |
Total Derivative Liabilities | (1.8) | (4) | |
Net Derivatives | 4.9 | (1.2) | |
Long-term debt, less current portion | 3,692.7 | 3,698.6 | |
Foreign currency forward and option contracts | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 6.7 | 2.8 | |
Total Derivative Liabilities | (1.8) | (4) | |
Designated as hedging instruments | Foreign currency forward and option contracts | |||
Derivatives not designated as hedging instruments: | |||
Long-term debt, less current portion | 447.6 | € 400 | 445.6 |
Designated as hedging instruments | Cash Flow Hedge | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 1.4 | 0.2 | |
Total Derivative Liabilities | (0.5) | (2) | |
Net Derivatives | 0.9 | (1.8) | |
Designated as hedging instruments | Cash Flow Hedge | Foreign currency forward and option contracts | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 1.4 | 0.2 | |
Total Derivative Liabilities | (0.5) | (2) | |
Non-Designated as Hedging Instruments | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 5.3 | 2.6 | |
Total Derivative Liabilities | (1.3) | (2) | |
Net Derivatives | 4 | 0.6 | |
Non-Designated as Hedging Instruments | Foreign currency forward and option contracts | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 5.3 | 2.6 | |
Total Derivative Liabilities | $ (1.3) | $ (2) |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Offsetting Assets (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Offsetting Assets [Line Items] | ||
Gross position | $ 6.7 | $ 2.8 |
Other Current Assets | ||
Offsetting Assets [Line Items] | ||
Gross position | 6.7 | 2.8 |
Impact of master netting agreements | (1.5) | (1.1) |
Net amounts recognized on the Condensed Consolidated Balance Sheets | $ 5.2 | $ 1.7 |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities - Offsetting Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Offsetting Liabilities [Line Items] | ||
Gross position | $ (1.8) | $ (4) |
Other Current Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross position | (1.8) | (4) |
Impact of master netting agreements | 1.5 | 1.1 |
Net amounts recognized on the Condensed Consolidated Balance Sheets | $ (0.3) | $ (2.9) |
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | $ 0.7 | $ (0.4) | $ 1.1 | $ (2.4) |
Derivatives designated as hedging instruments | Cash Flow Hedge | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 2.1 | 1 | 3.2 | 1.6 |
Derivatives designated as hedging instruments | Cash Flow Hedge | Foreign currency forward and option contracts | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 2 | 0.9 | 3.1 | 1.5 |
Derivatives designated as hedging instruments | Cash Flow Hedge | Treasury Lock | ||||
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 | 0.2 | 0.3 | 0.3 |
Derivatives not designated as hedging instruments | Foreign currency forward and option contracts | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | $ (1.6) | $ (1.6) | $ (2.4) | $ (4.3) |
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, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 45.7 | $ 41.1 |
Foreign currency forward and option contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of (liability) derivative | 4.9 | |
Foreign currency forward and option contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of (liability) derivative | (1.2) | |
Bank Time Deposits | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other current assets | 0.9 | 14.4 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 45.7 | 41.1 |
Level 1 | Foreign currency forward and option contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of (liability) derivative | 0 | |
Level 1 | Foreign currency forward and option contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of (liability) derivative | 0 | |
Level 1 | Bank Time Deposits | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other current assets | 0.9 | 14.4 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | Foreign currency forward and option contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of (liability) derivative | 4.9 | |
Level 2 | Foreign currency forward and option contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of (liability) derivative | (1.2) | |
Level 2 | Bank Time Deposits | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other current assets | 0 | 0 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | Foreign currency forward and option contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of (liability) derivative | 0 | |
Level 3 | Foreign currency forward and option contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of (liability) derivative | 0 | |
Level 3 | Bank Time Deposits | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other current assets | $ 0 | $ 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, 2020 | Dec. 31, 2019 | Nov. 26, 2019 |
Senior Notes due December 2022 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Debt interest rate | 4.875% | ||
Senior Notes due April 2023 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Debt interest rate | 5.25% | ||
Senior Notes due September 2023 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Debt interest rate | 4.50% | ||
Senior Notes due December 2024 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Debt interest rate | 5.125% | ||
Senior Notes due September 2025 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Debt interest rate | 5.50% | ||
Senior Notes due December 2027 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Debt interest rate | 4.00% | 4.00% | |
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 | $ 82.3 | $ 12.1 | |
Other domestic borrowings | 1 | 89 | |
Total debt | 3,758 | 3,774.4 | |
Carrying Amount | Senior Notes due December 2022 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 422.4 | 421.9 | |
Carrying Amount | Senior Notes due April 2023 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 422.4 | 422 | |
Carrying Amount | Senior Notes due September 2023 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 447.6 | 445.6 | |
Carrying Amount | Senior Notes due December 2024 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 422.2 | 421.9 | |
Carrying Amount | Senior Notes due September 2025 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 397.6 | 397.4 | |
Carrying Amount | Senior Notes due December 2027 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 420.6 | 420.4 | |
Carrying Amount | Senior Notes due July 2033 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 445.7 | 445.7 | |
Carrying Amount | Term Loan A due August 2022 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Term Loan A Facility | 474.6 | 474.6 | |
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 | 221.6 | 223.8 | |
Fair Value | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Other foreign borrowings | 82.4 | 12.4 | |
Other domestic borrowings | 1 | 89 | |
Total debt | 3,998.4 | 4,073.9 | |
Fair Value | Senior Notes due December 2022 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 440.6 | 450.1 | |
Fair Value | Senior Notes due April 2023 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 450.2 | 454.1 | |
Fair Value | Senior Notes due September 2023 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 479.8 | 509.5 | |
Fair Value | Senior Notes due December 2024 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 456.2 | 458.9 | |
Fair Value | Senior Notes due September 2025 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 435 | 441.2 | |
Fair Value | Senior Notes due December 2027 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 426.2 | 431.5 | |
Fair Value | Senior Notes due July 2033 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Senior Notes | 530.8 | 528.8 | |
Fair Value | Term Loan A due August 2022 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Term Loan A Facility | 474.6 | 474.6 | |
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 | $ 221.6 | $ 223.8 |
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Components of net periodic benefit (income) cost: | ||||
Service cost | $ 1.2 | $ 1 | $ 2.3 | $ 2 |
Interest cost | 4.3 | 5.5 | 8.6 | 10.9 |
Expected return on plan assets | (7.3) | (7.9) | (14.5) | (15.8) |
Amortization of net prior service credit | 0.1 | 0.1 | 0.1 | 0.1 |
Amortization of net actuarial loss | 1.5 | 1.3 | 3.1 | 2.5 |
Net periodic (income) cost | (0.2) | 0 | (0.4) | (0.3) |
Cost of settlement | 0.1 | 0.1 | 0.1 | 0.3 |
Total benefit (income) cost | (0.1) | 0.1 | (0.3) | 0 |
U.S. | ||||
Components of net periodic benefit (income) cost: | ||||
Service cost | 0.1 | 0 | 0.1 | 0 |
Interest cost | 1.4 | 1.8 | 2.7 | 3.5 |
Expected return on plan assets | (2.3) | (1.8) | (4.5) | (3.6) |
Amortization of net prior service credit | 0 | 0 | 0 | 0 |
Amortization of net actuarial loss | 0.3 | 0.4 | 0.7 | 0.7 |
Net periodic (income) cost | (0.5) | 0.4 | (1) | 0.6 |
Cost of settlement | 0 | 0 | 0 | 0 |
Total benefit (income) cost | (0.5) | 0.4 | (1) | 0.6 |
International | ||||
Components of net periodic benefit (income) cost: | ||||
Service cost | 1.1 | 1 | 2.2 | 2 |
Interest cost | 2.9 | 3.7 | 5.9 | 7.4 |
Expected return on plan assets | (5) | (6.1) | (10) | (12.2) |
Amortization of net prior service credit | 0.1 | 0.1 | 0.1 | 0.1 |
Amortization of net actuarial loss | 1.2 | 0.9 | 2.4 | 1.8 |
Net periodic (income) cost | 0.3 | (0.4) | 0.6 | (0.9) |
Cost of settlement | 0.1 | 0.1 | 0.1 | 0.3 |
Total benefit (income) cost | $ 0.4 | $ (0.3) | $ 0.7 | $ (0.6) |
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 4.3 | $ 5.5 | $ 8.6 | $ 10.9 |
Amortization of net prior service credit | 0.1 | 0.1 | 0.1 | 0.1 |
Net periodic benefit cost | (0.2) | 0 | (0.4) | (0.3) |
Other employee benefit plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 0.2 | 0.4 | 0.5 | 0.8 |
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 benefit cost | $ 0 | $ 0.2 | $ 0.2 | $ 0.5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate, percent | 30.80% | 32.50% | 26.50% | 32.20% |
Decrease in valuation allowance | $ 8.1 | $ 8.1 | ||
Increase (decrease) in unrecognized tax benefits | $ 4.4 | $ 7.7 | $ (5.6) | $ 9.7 |
Settlement agreement (as defined therein) with taxing authority | 1,490 | 1,490 | ||
Decrease in liability from prior year | 525 | $ 525 | ||
Tax expense | $ 0.4 |
Commitments and Contingencies d
Commitments and Contingencies d (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 13, 2014 | Feb. 03, 2014 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Share repurchased, value | $ 130 | $ 3,346.3 | $ 3,346.3 | $ 3,382.4 | |||
Number of shares repurchased (in shares) | 3,932,244 | 0 | 1,154,047 | 0 | 1,560,633 | ||
Shares acquired, average price per share (in usd per share) | $ 33.06 | ||||||
Tax settlement deductions under examination | $ 1,490 | $ 1,490 | |||||
Decrease in liability from prior year | $ 525 | $ 525 | |||||
William Russell Grace Asbestos PI Trust and William Russell Grace Asbestos PD Trust | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Original number of shares expected to be issued under settlement agreement adjusted | 18,000,000 | ||||||
Diversey | Guarantee Obligation Under Clawback Agreement | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Contractual obligation | $ 49.2 | ||||||
North American Foam Trays and Absorbent Pads | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from sale of business | $ 929.7 |
Stockholders' Deficit - Repurch
Stockholders' Deficit - Repurchase of Common Stock (Details) - USD ($) | Jun. 13, 2014 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | May 02, 2018 |
Equity, Class of Treasury Stock [Line Items] | ||||||
Number of shares repurchased (in shares) | 3,932,244 | 0 | 1,154,047 | 0 | 1,560,633 | |
Value of shares repurchased | $ 49,600,000 | $ 67,300,000 | ||||
Shares acquired, average price per share (in usd per share) | $ 33.06 | |||||
July 2015 Repurchase Program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Value of shares repurchased | $ 49,500,000 | $ 67,200,000 | ||||
Common Stock | July 2015 Repurchase Program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock repurchase program, authorized increase | $ 1,000,000,000 |
Stockholders' Deficit - Dividen
Stockholders' Deficit - Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 17, 2020 | Jun. 19, 2020 | May 21, 2020 | Mar. 20, 2020 | Feb. 13, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Equity [Abstract] | |||||||||
Quarterly cash dividend (in dollars per share) | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.32 | $ 0.32 | |||
Amount of quarterly cash dividend declared | $ 24.9 | $ 24.9 | |||||||
Subsequent Event [Line Items] | |||||||||
Quarterly cash dividend (in dollars per share) | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.16 | $ 0.32 | $ 0.32 | |||
Subsequent Event | |||||||||
Equity [Abstract] | |||||||||
Quarterly cash dividend (in dollars per share) | $ 0.16 | ||||||||
Subsequent Event [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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Equity [Abstract] | ||||
Total share-based incentive compensation expense | $ 10.5 | $ 4.8 | $ 19 | $ 13.2 |
Stockholders' Deficit - PSU Awa
Stockholders' Deficit - PSU Awards (Details) - shares | 1 Months Ended | 6 Months Ended |
Feb. 29, 2020 | Jun. 30, 2020 | |
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 | |
2020 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% | |
2020 Three-year PSU Awards | Minimum | ||
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% | |
2020 Three-year PSU Awards | Maximum | ||
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% | |
2017 Three-year PSU Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
PSU awards performance period | 3 years | |
2017-2019 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 | 90.30% | |
Shares to be issued under performance incentive plan (in shares) | 216,581 |
Stockholders' Deficit - Number
Stockholders' Deficit - Number of PSUs Granted and Grant Date Fair Value of PSUs (Details) - $ / shares | Mar. 01, 2020 | Feb. 13, 2020 | Feb. 12, 2020 |
TSR | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units granted (in shares) | 31,064 | 44,206 | 33,335 |
Fair value on grant date (in usd per share) | $ 29.85 | $ 34.08 | $ 38.87 |
ROIC | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units granted (in shares) | 29,690 | 42,507 | 35,068 |
Fair value on grant date (in usd per share) | $ 30.31 | $ 34.40 | $ 35.86 |
Adjusted EBITDA CAGR | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units granted (in shares) | 29,690 | 42,507 | 35,068 |
Fair value on grant date (in usd per share) | $ 30.31 | $ 34.40 | $ 35.86 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Assumptions Used to Calculate the Grant Date Fair Value (Details) - TSR | Mar. 01, 2020 | Feb. 13, 2020 | Feb. 12, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected price volatility | 23.70% | 23.70% | 23.70% |
Risk-free interest rate | 0.90% | 1.40% | 1.40% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Details of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ (196.2) | |||
Other comprehensive income (loss) before reclassifications | (83.8) | $ 8.3 | ||
Less: amounts reclassified from accumulated other comprehensive loss | $ (0.5) | $ 0.3 | (0.2) | 0.7 |
Other comprehensive income (loss) | 25.3 | (12.8) | (84) | 9 |
Ending balance | (70.1) | (70.1) | ||
Unrecognized Pension Items | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (146.1) | (136.4) | ||
Other comprehensive income (loss) before reclassifications | (0.1) | 0 | ||
Less: amounts reclassified from accumulated other comprehensive loss | 2.2 | 1.7 | ||
Other comprehensive income (loss) | 2.1 | 1.7 | ||
Ending balance | (144) | (134.7) | (144) | (134.7) |
Cumulative Translation Adjustment | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (728.6) | (744.8) | ||
Other comprehensive income (loss) before reclassifications | (87.1) | 6.3 | ||
Less: amounts reclassified from accumulated other comprehensive loss | 0 | 0 | ||
Other comprehensive income (loss) | (87.1) | 6.3 | ||
Ending balance | (815.7) | (738.5) | (815.7) | (738.5) |
Cumulative Translation Adjustment | Intra-entity transactions | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Intra-entity currency translation adjustment in AOCI | 4.5 | (0.4) | 4.5 | (0.4) |
Unrecognized (Losses) Gains on Derivative Instruments | Net investment hedge | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (34.5) | (41.9) | ||
Other comprehensive income (loss) before reclassifications | (1.3) | 2.3 | ||
Less: amounts reclassified from accumulated other comprehensive loss | 0 | 0 | ||
Other comprehensive income (loss) | (1.3) | 2.3 | ||
Ending balance | (35.8) | (39.6) | (35.8) | (39.6) |
Unrecognized (Losses) Gains on Derivative Instruments | Cash Flow Hedge | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 0.2 | 2.7 | ||
Other comprehensive income (loss) before reclassifications | 4.7 | (0.3) | ||
Less: amounts reclassified from accumulated other comprehensive loss | (2.4) | (1) | ||
Other comprehensive income (loss) | 2.3 | (1.3) | ||
Ending balance | 2.5 | 1.4 | 2.5 | 1.4 |
Accumulated Other Comprehensive Loss, Net of Taxes | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (909) | (920.4) | ||
Ending balance | $ (993) | $ (911.4) | $ (993) | $ (911.4) |
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Cost of sales | $ 761.3 | $ 782.7 | $ 1,544.7 | $ 1,530.2 |
Other income, net | 3.4 | 3.9 | 9.1 | 3.2 |
Total pre-tax amount | (144.9) | (37.8) | (292.1) | (132.5) |
Tax benefit (expense) | 44.6 | 12.3 | 77.3 | 42.7 |
Net earnings from continuing operations | (100.3) | (25.5) | (214.8) | (89.8) |
Total reclassifications for the period | 0.5 | (0.3) | 0.2 | (0.7) |
Defined benefit pension plans and other post-employment benefits | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total reclassifications for the period | (2.2) | (1.7) | ||
Reclassification out of Accumulated Other Comprehensive Income | Prior service credit | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other income, net | 0 | 0 | 0.1 | 0.1 |
Reclassification out of Accumulated Other Comprehensive Income | Actuarial losses | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other income, net | (1.4) | (1.2) | (3) | (2.4) |
Reclassification out of Accumulated Other Comprehensive Income | Defined benefit pension plans and other post-employment benefits | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total pre-tax amount | (1.4) | (1.2) | (2.9) | (2.3) |
Tax benefit (expense) | 0.3 | 0.3 | 0.7 | 0.6 |
Net earnings from continuing operations | (1.1) | (0.9) | (2.2) | (1.7) |
Reclassification out of Accumulated Other Comprehensive Income | Net gains (losses) on cash flow hedging derivatives | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Total pre-tax amount | 2.1 | 1 | 3.2 | 1.6 |
Tax benefit (expense) | (0.5) | (0.4) | (0.8) | (0.6) |
Net earnings from continuing operations | 1.6 | 0.6 | 2.4 | 1 |
Reclassification out of Accumulated Other Comprehensive Income | Net gains (losses) on cash flow hedging derivatives | Foreign currency forward and option contracts | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Cost of sales | 2 | 0.9 | 3.1 | 1.5 |
Reclassification out of Accumulated Other Comprehensive Income | Net gains (losses) on cash flow hedging derivatives | Treasury Lock | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Interest expense, net | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Other Income, net (Details)
Other Income, net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | ||||
Net foreign exchange transaction gain (loss) | $ 0.6 | $ (1.5) | $ 6.6 | $ (2.6) |
Bank fee expense | (1.2) | (1.3) | (2.3) | (2.5) |
Pension income other than service costs | 0.4 | 0.5 | 1.2 | 0.9 |
Other, net | 3.6 | 6.2 | 3.6 | 7.4 |
Other income, net | $ 3.4 | $ 3.9 | $ 9.1 | $ 3.2 |
Net Earnings Per Common Share_2
Net Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||
Net earnings | $ 100.1 | $ 33.2 | $ 226.7 | $ 90.7 |
Distributed and allocated undistributed net earnings to unvested restricted stockholders | 0 | (0.1) | (0.1) | (0.2) |
Distributed and allocated undistributed net earnings | 100.1 | 33.1 | 226.6 | 90.5 |
Distributed net earnings - dividends paid to common stockholders | (24.9) | (24.6) | (49.7) | (49.4) |
Allocation of undistributed net earnings to common stockholders | $ 75.2 | $ 8.5 | $ 176.9 | $ 41.1 |
Denominator: | ||||
Weighted average number of common shares outstanding - basic (in shares) | 155.6 | 154.5 | 155.1 | 154.6 |
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) | 0.48 | 0.06 | 1.14 | 0.27 |
Net earnings per common share - basic (in dollars per share) | $ 0.64 | $ 0.22 | $ 1.46 | $ 0.59 |
Numerator: | ||||
Distributed and allocated undistributed net earnings | $ 100.1 | $ 33.1 | $ 226.6 | $ 90.5 |
Add: Allocated undistributed net earnings to unvested restricted stockholders | 0 | 0 | 0.1 | 0.1 |
Less: Undistributed net earnings reallocated to unvested restricted stockholders | 0 | 0 | (0.1) | (0.1) |
Net earnings available to common stockholders - diluted | $ 100.1 | $ 33.1 | $ 226.6 | $ 90.5 |
Denominator: | ||||
Weighted average number of common shares outstanding - basic (in shares) | 155.6 | 154.5 | 155.1 | 154.6 |
Effect of contingently issuable shares (in shares) | 0.1 | 0.3 | 0.1 | 0.2 |
Effect of unvested restricted stock units (in shares) | 0.2 | 0.2 | 0.2 | 0.2 |
Weighted average number of common shares outstanding - diluted under two-class (in shares) | 155.9 | 155 | 155.4 | 155 |
Effect of unvested restricted stock - participating security (in shares) | 0 | 0.3 | 0 | 0.3 |
Weighted average number of common shares outstanding - diluted under treasury stock (in shares) | 155.9 | 155.3 | 155.4 | 155.3 |
Diluted net earnings per common share (in dollars per share) | $ 0.64 | $ 0.21 | $ 1.46 | $ 0.58 |