Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 $0.10 per share | |
Trading Symbol | SEE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 144,386,418 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001012100 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 303.1 | $ 456.1 |
Trade receivables, net of allowance for credit losses of $12.4 in 2023 and $11.5 in 2022 | 481.8 | 592.4 |
Income tax receivables | 32.2 | 40.3 |
Other receivables | 94.5 | 104.2 |
Inventories, net of inventory reserves of $31.4 in 2023 and $28.9 in 2022 (Note 7) | 961.7 | 866.3 |
Prepaid expenses and other current assets | 193.8 | 57.5 |
Total current assets | 2,067.1 | 2,116.8 |
Property and equipment, net (Note 8) | 1,396.5 | 1,275.9 |
Goodwill (Note 9) | 2,908.9 | 2,174.5 |
Identifiable intangible assets, net (Note 9) | 472 | 138.4 |
Deferred taxes | 123.7 | 141.5 |
Operating lease right-of-use-assets (Note 4) | 82.4 | 70.2 |
Other non-current assets | 305.6 | 297.4 |
Total assets | 7,356.2 | 6,214.7 |
Current liabilities: | ||
Short-term borrowings (Note 13) | 175.7 | 6.6 |
Current portion of long-term debt (Note 13) | 14 | 434 |
Current portion of operating lease liabilities (Note 4) | 27.1 | 24 |
Accounts payable | 826.3 | 865.6 |
Accrued restructuring costs (Note 12) | 11.8 | 14.7 |
Income tax payable | 24.6 | 19.9 |
Other current liabilities | 653.3 | 717 |
Total current liabilities | 1,732.8 | 2,081.8 |
Long-term debt, less current portion (Note 13) | 4,640.4 | 3,237.9 |
Long-term operating lease liabilities, less current portion (Note 4) | 58.2 | 49.6 |
Deferred taxes | 97 | 33.4 |
Other non-current liabilities | 481.3 | 467.9 |
Total liabilities | 7,009.7 | 5,870.6 |
Commitments and contingencies (Note 18) | ||
Stockholders’ equity: | ||
Preferred stock, $0.10 par value per share, 50,000,000 shares authorized; no shares issued in 2023 and 2022 | 0 | 0 |
Common stock, $0.10 par value per share, 400,000,000 shares authorized; shares issued: 233,971,693 in 2023 and 233,233,456 in 2022; shares outstanding: 144,385,401 in 2023 and 144,672,113 in 2022 | 23.4 | 23.3 |
Additional paid-in capital | 2,152.8 | 2,155.3 |
Retained earnings | 3,195.5 | 3,163.4 |
Common stock in treasury, 89,586,292 shares in 2023 and 88,561,343 shares in 2022 | (4,076) | (4,019.1) |
Accumulated other comprehensive loss, net of taxes (Note 20) | (949.2) | (978.8) |
Total stockholders’ equity | 346.5 | 344.1 |
Total liabilities and stockholders’ equity | $ 7,356.2 | $ 6,214.7 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 12.4 | $ 11.5 |
Inventory reserves | $ 31.4 | $ 28.9 |
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) | 233,971,693 | 233,233,456 |
Common stock, shares, outstanding (in shares) | 144,385,401 | 144,672,113 |
Treasury stock, shares (in shares) | 89,586,292 | 88,561,343 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 1,348.8 | $ 1,417.6 |
Cost of sales | 943.7 | 940.6 |
Gross profit | 405.1 | 477 |
Selling, general and administrative expenses | 221.6 | 205 |
Amortization expense of intangible assets | 15.2 | 9.4 |
Restructuring charges (Note 12) | (1.2) | 0.5 |
Operating profit | 169.5 | 262.1 |
Interest expense, net | (57.8) | (38.9) |
Other expense, net (Note 21) | (15) | (14.2) |
Earnings before income tax provision | 96.7 | 209 |
Income tax provision (Note 17) | 33.8 | 59.4 |
Net earnings from continuing operations | 62.9 | 149.6 |
Loss on sale of discontinued operations, net of tax | (1) | (0.4) |
Net earnings | $ 61.9 | $ 149.2 |
Basic: | ||
Continuing operations (in dollars per share) | $ 0.44 | $ 1.01 |
Discontinued operations (in dollars per share) | (0.01) | 0 |
Net earnings per common share - basic (in dollars per share) | 0.43 | 1.01 |
Diluted: | ||
Continuing operations (in dollars per share) | 0.44 | 1 |
Discontinued operations (in dollars per share) | (0.01) | 0 |
Net earnings per common share - diluted (n dollars per share) | $ 0.43 | $ 1 |
Weighted average number of common shares outstanding: (Note 22) | ||
Basic (in shares) | 144.1 | 147.6 |
Diluted (in shares) | 144.8 | 149.5 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings | $ 61.9 | $ 149.2 |
Gross | ||
Recognition of pension items | 1.7 | 1.1 |
Unrealized (losses) gains on derivative instruments for net investment hedge | (7.3) | 6.7 |
Unrealized losses on derivative instruments for cash flow hedge | (3.8) | (2.1) |
Foreign currency translation adjustments | 36.6 | 3.5 |
Other comprehensive income | 27.2 | 9.2 |
Taxes | ||
Recognition of pension items | (0.4) | (0.3) |
Unrealized (losses) gains on derivative instruments for net investment hedge | 1.8 | (1.7) |
Unrealized losses on derivative instruments for cash flow hedge | 1 | 0.6 |
Foreign currency translation adjustments | 0 | 0 |
Other comprehensive income | 2.4 | (1.4) |
Net | ||
Recognition of pension items | 1.3 | 0.8 |
Unrealized (losses) gains on derivative instruments for net investment hedge | (5.5) | 5 |
Unrealized losses on derivative instruments for cash flow hedge | (2.8) | (1.5) |
Foreign currency translation adjustments | 36.6 | 3.5 |
Other comprehensive income | 29.6 | 7.8 |
Comprehensive income, net of taxes | $ 91.5 | $ 157 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - 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, 2021 | $ 248.7 | $ 23.2 | $ 2,123.4 | $ 2,790.7 | $ (3,754.7) | $ (933.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Effect of share-based incentive compensation | (7.3) | 0.1 | (7.4) | |||
Stock issued for profit sharing contribution paid in stock | 22.7 | 6.9 | 15.8 | |||
Repurchases of common stock | (200.1) | (200.1) | ||||
Recognition of pension items, net of taxes | 0.8 | 0.8 | ||||
Foreign currency translation adjustments | 3.5 | 3.5 | ||||
Unrealized (loss) gain on derivative instruments, net of taxes | 3.5 | 3.5 | ||||
Net earnings | 149.2 | 149.2 | ||||
Dividends on common stock | (30.6) | (30.6) | ||||
Balance at end of period at Mar. 31, 2022 | 190.4 | 23.3 | 2,122.9 | 2,909.3 | (3,939) | (926.1) |
Balance at beginning of period at Dec. 31, 2022 | 344.1 | 23.3 | 2,155.3 | 3,163.4 | (4,019.1) | (978.8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Effect of share-based incentive compensation | (3.3) | 0.1 | (3.4) | |||
Stock issued for profit sharing contribution paid in stock | 23.9 | 0.9 | 23 | |||
Repurchases of common stock | (79.9) | (79.9) | ||||
Recognition of pension items, net of taxes | 1.3 | 1.3 | ||||
Foreign currency translation adjustments | 36.6 | 36.6 | ||||
Unrealized (loss) gain on derivative instruments, net of taxes | (8.3) | (8.3) | ||||
Net earnings | 61.9 | 61.9 | ||||
Dividends on common stock | (29.8) | (29.8) | ||||
Balance at end of period at Mar. 31, 2023 | $ 346.5 | $ 23.4 | $ 2,152.8 | $ 3,195.5 | $ (4,076) | $ (949.2) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | ||
Feb. 22, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends per share common stock (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net earnings | $ 61.9 | $ 149.2 |
Adjustments to reconcile net earnings to net cash provided by operating activities | ||
Depreciation and amortization | 55.9 | 45.3 |
Share-based incentive compensation | 17.6 | 17.3 |
Profit sharing expense | 6.8 | 8.6 |
Loss on debt redemption and refinancing activities | 4.9 | 0.7 |
Provision for allowance for credit losses on trade receivables | 2.2 | 1.8 |
Provisions for inventory obsolescence | 5.4 | 4.5 |
Deferred taxes, net | (2.8) | (2.3) |
Net loss on sale of business | 1 | 0.4 |
Impairment loss on equity investments | 0 | 15.5 |
Other non-cash items | 11.6 | (3.1) |
Changes in operating assets and liabilities: | ||
Trade receivables, net | 30.1 | (57.1) |
Inventories, net | (32) | (119.9) |
Accounts payable | (62.8) | 10.5 |
Customer advance payments | 4.7 | 1.7 |
Income tax receivable/payable | 12.7 | 30.2 |
Other assets and liabilities | (65.3) | (54.9) |
Net cash provided by operating activities | 51.9 | 48.4 |
Cash flows from investing activities: | ||
Capital expenditures | (64.9) | (67) |
Proceeds related to sale of business and property and equipment, net | 0.6 | 7.1 |
Businesses acquired in purchase transactions, net of cash acquired | (1,148) | (9.1) |
Payments associated with debt, equity and equity method investments | 0 | (1.3) |
Settlement of foreign currency forward contracts | 5.4 | 1 |
Net cash used in investing activities | (1,206.9) | (69.3) |
Cash flows from financing activities: | ||
Net proceeds (payments) of short-term borrowings | 167.9 | (0.1) |
Proceeds from long-term debt | 1,411.4 | 0.8 |
Payments of long-term debt | (432.8) | 0 |
Payments of debt modification/extinguishment costs and other | (13.1) | (4.1) |
Dividends paid on common stock | (31.1) | (31.1) |
Impact of tax withholding on share-based compensation | (21) | (24.8) |
Repurchases of common stock | (79.9) | (200.1) |
Principal payments related to financing leases | (2.3) | (2.7) |
Net cash provided by (used in) financing activities | 999.1 | (262.1) |
Effect of foreign currency exchange rate changes on cash and cash equivalents | 2.9 | 0.2 |
Cash and cash equivalents | 456.1 | 561 |
Restricted cash and cash equivalents | 0 | 0 |
Balance, beginning of period | 456.1 | 561 |
Net change during the period | (153) | (282.8) |
Cash and cash equivalents | 303.1 | 278.2 |
Restricted cash and cash equivalents | 0 | 0 |
Balance, end of period | 303.1 | 278.2 |
Supplemental Cash Flow Information: | ||
Interest payments, net of amounts capitalized | 50.8 | 41 |
Income tax payments, net of cash refunds | 14 | 24.7 |
Restructuring payments including associated costs | 3.1 | 12 |
Non-cash items: | ||
Transfers of shares of common stock from treasury for profit-sharing contributions | $ 23.9 | $ 22.7 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 integrating high-performance materials, automation, equipment, and services. Sealed Air Corporation designs and delivers packaging solutions that preserve food, protect goods, automate packaging processes, and enable e-commerce and digital connectivity for packaged goods. Our packaging solutions help customers automate their operations to be increasingly touchless and more resilient, safer, less wasteful, and enhance brand engagement with consumers. We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids, medical and healthcare, e-commerce, logistics and omnichannel fulfillment operations, and industrials. Our portfolio of packaging solutions includes CRYOVAC ® brand food packaging, LIQUIBOX ® fluids and liquids systems, SEALED AIR ® brand protective packaging, AUTOBAG ® brand automated systems, BUBBLE WRAP ® brand packaging, SEE Touchless Automation™ solutions and prismiq™ digital packaging and printing. We have established leading market positions through our differentiated packaging solutions, well-established customer relationships, iconic brands, and global scale and market access. 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,” “SEE,” the “Company,” “we,” “our,” or “us,” we are referring to Sealed Air Corporation and all of our subsidiaries, except where the context indicates otherwise. Basis of Presentation Our Condensed Consolidated Financial Statements include all of the accounts of the Company and our subsidiaries. We have eliminated all significant intercompany transactions and balances in consolidation. In management’s opinion, all adjustments, consisting only of normal recurring accruals, necessary for a fair statement of our Condensed Consolidated Balance Sheet as of March 31, 2023 and our Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 have been made. The results set forth in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and in our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year. The Condensed Consolidated Balance Sheet as of December 31, 2022 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. All amounts are in millions, except per share amounts, and approximate due to rounding. All amounts are presented in U.S. dollar, unless otherwise specified. Our Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted. The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. We are responsible for the unaudited Condensed Consolidated Financial Statements and notes included in this report. As these are condensed financial statements, they should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“2022 Form 10-K”), which was filed with the SEC on February 21, 2023, and with the information contained in our other publicly available filings with the SEC. When we cross reference to a “Note,” we are referring to our “Notes to Condensed Consolidated Financial Statements,” unless the context indicates otherwise. There were no significant changes to our significant accounting policies as disclosed in “Note 2 – Summary of Significant Accounting Policies and Recently Issued Accounting Standards” of our audited consolidated financial statements and notes thereto included in our 2022 Form 10-K. Impact of Highly Inflationary Economy Argentina Economic and political events in Argentina have continued to expose us to heightened levels of foreign currency exchange risk. As of July 1, 2018, Argentina was designated as a highly inflationary economy under U.S. GAAP, and the U.S. dollar replaced the Argentine peso as the functional currency for our subsidiaries in Argentina. All Argentine peso-denominated monetary assets and liabilities were remeasured into U.S. dollars using the current exchange rate available to us. The impact of any changes in the exchange rate are reflected within Other expense, net on the Condensed Consolidated Statements of Operations. The Company recorded $2.6 million and $1.0 million of remeasurement losses for the three months ended March 31, 2023 and 2022, respectively, related to our subsidiaries in Argentina. |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Recently Adopted and Issued Accounting Standards | Recently Adopted and Issued Accounting Standards Recently Adopted Accounting Standards In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ("ASU 2022-04"). ASU 2022-04 requires the buyer in a supplier finance program to disclose qualitative and quantitative information about the program. The Company adopted ASU 2022-04 on January 1, 2023, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The adoption did not materially impact the Company's Condensed Consolidated Financial Statements. We facilitate a voluntary supply chain financing program to provide some of our suppliers with the opportunity to sell receivables due from us (our accounts payables) to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. This program is administered by participating financial institutions. When a supplier utilizes the supply chain financing program, the supplier receives a payment in advance of agreed payment terms from the financial institution, net of a discount charged. Our responsibility is limited to making payments to the respective financial institutions on the terms originally negotiated with our supplier. No assets are pledged as collateral by the Company or any of our subsidiaries under the program. The majority of suppliers using the program are on 120 day payment terms after the end of the month in which the invoice was issued. We monitor our days payable outstanding relative to our peers and industry trends in order to assess our conclusion that the program continues to be a trade payable program and not indicative of a borrowing arrangement. The liabilities continue to be presented as Accounts payable in our Condensed Consolidated Balance Sheets until they are paid, and they are reflected as Cash flows from operating activities when settled. At March 31, 2023 and December 31, 2022, our accounts payable balances included $118 million and $140 million, respectively, related to invoices from suppliers participating in the program. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Topic 606, Revenue from Contracts with Customers. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date. The Company adopted ASU 2021-08 on January 1, 2023. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements. |
Revenue Recognition, Contracts
Revenue Recognition, Contracts with Customers | 3 Months Ended |
Mar. 31, 2023 | |
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 equipment and systems, products, and services to and/or through a large number of distributors, fabricators, converters, e-commerce and mail order fulfillment firms, and contract packaging firms as well as directly to end-users such as food processors, food service businesses, supermarket retailers, pharmaceutical companies, healthcare facilities, medical device manufacturers, and other manufacturers. As discussed in Note 6, “Segments,” our reporting segments are Food and Protective. Our Food applications are largely sold directly to end customers, while our Protective products are sold through business supply distributors and directly to end customers. Food: Food solutions are sold to food processors in fresh red meat, smoked and processed meats, poultry, seafood, plant-based, fluids and liquids, and cheese markets worldwide. Food offers integrated packaging materials and automated equipment solutions to increase food safety, extend shelf life, reduce food waste, automate processes and optimize total cost. Its materials, automated equipment and service enables customers to reduce costs and enhance their brands in the marketplace. Food solutions are utilized by food service businesses (such as restaurants and entertainment venues) (“food service”) and food retailers (such as grocery stores and supermarkets) (“food retail”), among others. Solutions serving the food service market include products such as barrier bags and pouches, and are primarily marketed under the CRYOVAC ® trademark and other highly recognized trade names including CRYOVAC ® brand Barrier Bags, CRYOVAC ® brand Form-Fill-Seal Films, CRYOVAC ® brand Auto Pouch Systems and LIQUIBOX ® fluids and liquids systems. Solutions serving the food retail market include products such as barrier bags, film, and trays, and are primarily marketed under the CRYOVAC ® trademark and other highly recognized trade names including CRYOVAC ® brand Grip & Tear TM , CRYOVAC ® brand Darfresh ® , OptiDure™, Simple Steps ® , and CRYOVAC ® brand Barrier Bags. Protective: Protective packaging solutions are utilized across many global markets to protect goods during transit and are especially valuable to e-commerce, consumer goods, pharmaceutical and medical devices and industrial manufacturing. Protective solutions are designed to increase our customers' packaging velocity, minimize packaging waste, reduce labor dependencies and address dimensional weight challenges. Protective solutions are sold through a strategic network of distributors as well as directly to our customers, including, but not limited to, fabricators, original equipment manufacturers, contract manufacturers, logistics partners and e-commerce/fulfillment operations. Protective solutions are marketed under SEALED AIR ® brand, BUBBLE WRAP ® brand, AUTOBAG ® brand and other highly recognized trade names and product families including BUBBLE WRAP ® brand inflatable packaging, SEALED AIR ® brand performance shrink films, AUTOBAG ® brand bagging systems, Instapak ® polyurethane foam packaging solutions and Korrvu ® suspension and retention packaging. In addition, we provide temperature assurance packaging solutions under the Kevothermal TM and TempGuard TM brands. Other Revenue Recognition Considerations: 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. Revenue recognized from performance obligations satisfied in previous reporting periods was $0.8 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively. The Company does not adjust consideration in contracts with customers for the effects of a significant financing component if the Company expects that the period between transfer of a good or service and payment for that good or service will be one year or less. This is expected to be the case for the majority of the Company's contracts. Lease components within contracts with customers are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 842. Disaggregated Revenue For the three months ended March 31, 2023 and 2022, revenues from contracts with customers summarized by Segment and Geography were as follows: Three Months Ended (In millions) Food Protective Total Americas $ 566.1 $ 306.2 $ 872.3 EMEA 169.2 119.6 288.8 APAC 112.3 68.6 180.9 Topic 606 Segment Revenue 847.6 494.4 1,342.0 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 5.5 1.3 6.8 Total $ 853.1 $ 495.7 $ 1,348.8 Three Months Ended (In millions) Food Protective Total Americas $ 524.9 $ 399.9 $ 924.8 EMEA 166.6 123.8 290.4 APAC 110.4 84.6 195.0 Topic 606 Segment Revenue 801.9 608.3 1,410.2 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 5.8 1.6 7.4 Total $ 807.7 $ 609.9 $ 1,417.6 Contract Balances The time when a performance obligation is satisfied and the time when billing and payment occur are generally closely aligned, subject to agreed payment terms, with the exception of equipment accruals, which can be used to purchase both automated and standard range equipment. An equipment accrual is a contract offering, whereby a customer is incentivized to use a portion of the materials transaction price for future equipment purchases. Long-term contracts that include an equipment accrual create a timing difference between when cash is collected and when the performance obligation is satisfied, resulting in a contract liability (unearned revenue). The following contract assets and liabilities are included within Prepaid expenses and other current assets and Other current liabilities, or Other non-current liabilities on our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022: (In millions) March 31, 2023 December 31, 2022 Contract assets $ 0.4 $ 0.5 Contract liabilities $ 18.2 $ 18.2 The contract liability balances represent deferred revenue, primarily related to equipment accruals. Revenue recognized in the three months ended March 31, 2023 and 2022 that was included in the contract liability balance at the beginning of the period was $4.6 million and $4.4 million, 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 March 31, 2023 and December 31, 2022, as well as the expected timing of recognition of that transaction price. (In millions) March 31, 2023 December 31, 2022 Short-Term (12 months or less) (1) $ 13.0 $ 13.0 Long-Term 5.2 5.2 Total transaction price $ 18.2 $ 18.2 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Lessor SEE has contractual obligations as a lessor with respect to some of our automated and equipment solutions including "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 sales-type lease receivable balances at March 31, 2023 and December 31, 2022 were as follows: (In millions) March 31, 2023 December 31, 2022 Short-Term (12 months or less) $ 6.4 $ 6.5 Long-Term 18.6 18.6 Lease receivables $ 25.0 $ 25.1 Sales-type and operating lease revenue was less than 1% of net trade sales for the three months ended March 31, 2023 and year ended December 31, 2022. Lessee SEE has contractual obligations as a lessee with respect to warehouses, offices and manufacturing facilities, IT equipment, automobiles, and material production equipment. The following table details our lease obligations included in our Condensed Consolidated Balance Sheets. (In millions) March 31, 2023 December 31, 2022 Other non-current assets: Finance leases - ROU assets $ 59.4 $ 55.0 Finance leases - Accumulated depreciation (32.6) (31.7) Operating lease right-of-use-assets: Operating leases - ROU assets 174.9 156.7 Operating leases - Accumulated depreciation (92.5) (86.5) Total lease assets $ 109.2 $ 93.5 Current portion of long-term debt: Finance leases $ (6.8) (7.6) Current portion of operating lease liabilities: Operating leases (27.1) (24.0) Long-term debt, less current portion: Finance leases (20.6) (16.1) Long-term operating lease liabilities, less current portion: Operating leases (58.2) (49.6) Total lease liabilities $ (112.7) $ (97.3) At March 31, 2023, estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows: (In millions) Finance leases Operating leases Remainder of 2023 $ 6.8 $ 23.4 2024 5.2 24.3 2025 3.6 17.8 2026 2.8 13.0 2027 2.6 6.4 Thereafter 16.6 11.1 Total lease payments 37.6 96.0 Less: Interest (10.2) (10.7) Present value of lease liabilities $ 27.4 $ 85.3 The following lease cost is included in our Condensed Consolidated Statements of Operations: Three Months Ended (In millions) 2023 2022 Lease cost (1) Finance leases Amortization of ROU assets $ 2.5 $ 2.7 Interest on lease liabilities 0.4 0.3 Operating leases 9.0 8.5 Short-term lease cost 0.6 0.4 Variable lease cost 1.8 1.6 Total lease cost $ 14.3 $ 13.5 (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 Statements of Operations. The following table details cash paid related to operating and finance leases included in our Condensed Consolidated Statements of Cash Flows and new right-of-use (“ROU”) assets included in our Condensed Consolidated Balance Sheets: Three Months Ended (In millions) 2023 2022 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - finance leases $ 1.1 $ 1.1 Operating cash flows - operating leases $ 9.1 $ 8.7 Financing cash flows - finance leases $ 2.3 $ 2.7 ROU assets obtained in exchange for new finance lease liabilities $ 5.9 $ 1.4 ROU assets obtained in exchange for new operating lease liabilities $ 20.8 $ 9.2 Three Months Ended 2023 2022 Weighted average information: Finance leases Remaining lease term (in years) 8.3 5.9 Discount rate 6.3 % 4.6 % Operating leases Remaining lease term (in years) 4.4 4.3 Discount rate 5.3 % 4.5 % |
Leases | Leases Lessor SEE has contractual obligations as a lessor with respect to some of our automated and equipment solutions including "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 sales-type lease receivable balances at March 31, 2023 and December 31, 2022 were as follows: (In millions) March 31, 2023 December 31, 2022 Short-Term (12 months or less) $ 6.4 $ 6.5 Long-Term 18.6 18.6 Lease receivables $ 25.0 $ 25.1 Sales-type and operating lease revenue was less than 1% of net trade sales for the three months ended March 31, 2023 and year ended December 31, 2022. Lessee SEE has contractual obligations as a lessee with respect to warehouses, offices and manufacturing facilities, IT equipment, automobiles, and material production equipment. The following table details our lease obligations included in our Condensed Consolidated Balance Sheets. (In millions) March 31, 2023 December 31, 2022 Other non-current assets: Finance leases - ROU assets $ 59.4 $ 55.0 Finance leases - Accumulated depreciation (32.6) (31.7) Operating lease right-of-use-assets: Operating leases - ROU assets 174.9 156.7 Operating leases - Accumulated depreciation (92.5) (86.5) Total lease assets $ 109.2 $ 93.5 Current portion of long-term debt: Finance leases $ (6.8) (7.6) Current portion of operating lease liabilities: Operating leases (27.1) (24.0) Long-term debt, less current portion: Finance leases (20.6) (16.1) Long-term operating lease liabilities, less current portion: Operating leases (58.2) (49.6) Total lease liabilities $ (112.7) $ (97.3) At March 31, 2023, estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows: (In millions) Finance leases Operating leases Remainder of 2023 $ 6.8 $ 23.4 2024 5.2 24.3 2025 3.6 17.8 2026 2.8 13.0 2027 2.6 6.4 Thereafter 16.6 11.1 Total lease payments 37.6 96.0 Less: Interest (10.2) (10.7) Present value of lease liabilities $ 27.4 $ 85.3 The following lease cost is included in our Condensed Consolidated Statements of Operations: Three Months Ended (In millions) 2023 2022 Lease cost (1) Finance leases Amortization of ROU assets $ 2.5 $ 2.7 Interest on lease liabilities 0.4 0.3 Operating leases 9.0 8.5 Short-term lease cost 0.6 0.4 Variable lease cost 1.8 1.6 Total lease cost $ 14.3 $ 13.5 (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 Statements of Operations. The following table details cash paid related to operating and finance leases included in our Condensed Consolidated Statements of Cash Flows and new right-of-use (“ROU”) assets included in our Condensed Consolidated Balance Sheets: Three Months Ended (In millions) 2023 2022 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - finance leases $ 1.1 $ 1.1 Operating cash flows - operating leases $ 9.1 $ 8.7 Financing cash flows - finance leases $ 2.3 $ 2.7 ROU assets obtained in exchange for new finance lease liabilities $ 5.9 $ 1.4 ROU assets obtained in exchange for new operating lease liabilities $ 20.8 $ 9.2 Three Months Ended 2023 2022 Weighted average information: Finance leases Remaining lease term (in years) 8.3 5.9 Discount rate 6.3 % 4.6 % Operating leases Remaining lease term (in years) 4.4 4.3 Discount rate 5.3 % 4.5 % |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions LB Holdco, Inc. Acquisition On February 1, 2023, SEE acquired 100% of the outstanding shares of capital stock of LB Holdco, Inc., the parent company of Liquibox, Inc. (collectively, "Liquibox"), a pioneer, innovator and manufacturer of Bag-in-Box sustainable fluids & liquids packaging and dispensing solutions for fresh food, beverage, consumer goods and industrial end-markets. The acquisition is included in our Food reporting segment. This acquisition accelerates our CRYOVAC® brand Fluids & Liquids business. CRYOVAC® technology, scale and market access provide a significant source of synergies. This acquisition contributes to and fast tracks SEE’s transformation to become a world-class, digitally driven company automating sustainable packaging solutions. Consideration paid was approximately $1.17 billion in cash, subject to customary adjustments. We financed the consideration paid and related fees and expenses through borrowings under our senior secured credit facility, proceeds from the issuance of senior notes, and cash on hand. See Note 13, "Debt and Credit Facilities," for additional details. For the three months ended March 31, 2023, acquisition related expenses recognized for the Liquibox acquisition were $11.9 million. These expenses are included within Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. The following table summarizes the consideration transferred to acquire Liquibox and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The allocation of purchase price is still preliminary as the Company finalizes the final purchase price adjustment with the seller and finalizes other aspects of the valuation including deferred taxes and intangible valuations. Preliminary estimates will be finalized within one year of the date of acquisition. Preliminary Allocation (In millions) As of February 1, 2023 Total consideration transferred $ 1,169.2 Assets acquired: Cash and cash equivalents 21.2 Trade receivables 48.6 Inventories 61.6 Prepaid expenses and other current assets 15.8 Property and equipment 101.1 Identifiable intangible assets 342.1 Operating lease right-of-use-assets 15.1 Other non-current assets 9.5 Total assets acquired $ 615.0 Liabilities assumed: Accounts payable 27.0 Current portion of long-term debt 0.1 Current portion of operating lease liabilities 3.7 Other current liabilities 28.4 Long-term debt, less current portion 5.1 Long-term operating lease liabilities, less current portion 11.4 Deferred taxes 92.2 Other non-current liabilities 6.6 Total liabilities assumed $ 174.5 Net assets acquired 440.5 Goodwill $ 728.7 The following table summarizes the identifiable intangible assets and their useful lives. Amount Useful life (In millions) (In years) Customer relationships $ 180.7 11.0 Trademarks and tradenames 26.0 10.0 Software 5.2 2.0 Technology 130.2 12.0 Total intangible assets with definite lives $ 342.1 Goodwill is a result of the expected synergies that are expected to originate from the combination of Cryovac and Liquibox solutions for the Company, as well as growth of our sustainable packaging portfolio. Goodwill is not deductible for tax purposes. The goodwill balance associated with Liquibox is included in the Food reportable segment. Liquibox Supplemental Information The following table presents the amounts of net sales and loss attributed to Liquibox since the acquisition date that are included in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2023: (In millions) February 1, 2023 through March 31, 2023 Net sales $ 57.3 Net loss $ (5.4) Pro Forma Financial Information The following table presents the Company’s unaudited pro forma financial information for the three months ended March 31, 2023 and 2022, assuming the acquisition of Liquibox had occurred on January 1, 2022. The information below reflects pro forma adjustments based on available information and certain assumptions that SEE believes are factual and supportable. The unaudited pro forma information is not necessarily indicative of the results that might have occurred had the transaction actually taken place on January 1, 2022 and is not intended to be a projection of future results and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company. Three Months Ended (In millions) 2023 2022 Net sales $ 1,374.4 $ 1,504.3 Net earnings $ 70.0 $ 113.7 The unaudited pro forma financial information includes, where applicable, adjustments for (i) additional expense from the fair value step-up of inventory, (ii) additional amortization expense related to acquired intangible assets, (iii) additional depreciation expense related to acquired property and equipment, (iv) transaction costs and other one-time non-recurring costs, (v) additional interest expense for borrowings related to the acquisition and amortization associated with fair value adjustments of debt assumed, and (vi) associated tax-related impacts of adjustments. Acquisition of Foxpak Flexibles Ltd. On February 2, 2022, SEE acquired Foxpak Flexibles Ltd. (“Foxpak”), a privately-owned Irish packaging solutions company. Foxpak is a digital printing pioneer that partners with brands to deliver highly decorated packaging solutions; stand-up and spout pouches, and sachets that serve a variety of markets including food retail, pet food, seafood, and snacks. This transaction resulted in a purchase price paid of $9.7 million, including the final purchase price adjustments that were recorded in the second and fourth quarters of 2022. The Company allocated the consideration transferred to the fair value of assets acquired and liabilities assumed, resulting in an allocation to goodwill of $5.2 million and an allocation to identifiable intangible assets of $2.7 million. The acquisition is included in our Food reporting segment. Goodwill is not deductible for tax purposes. A deferred tax liability of $0.3 million on identifiable intangible assets was recorded on the opening balance sheet. The Foxpak acquisition was not material to our condensed consolidated financial statements. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company’s segment reporting structure consists of two reportable segments as follows and a Corporate category: • Food • Protective 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 Segment Adjusted EBITDA. The Company allocates expense to each segment based on various factors including direct usage of resources, allocation of headcount, allocation of software licenses or, in cases where costs are not clearly delineated, costs may be allocated on portion of either net trade sales or an expense factor such as cost of sales. We allocate and disclose depreciation and amortization expense to our segments, although depreciation and amortization are not included in the segment performance metric Segment Adjusted EBITDA. We also allocate and disclose restructuring charges by segment, although they are not included in the segment performance metric Segment Adjusted EBITDA since restructuring charges are categorized as Special Items (as identified below). The accounting policies of the reportable segments and Corporate are the same as those applied to the Condensed Consolidated Financial Statements. The following tables show Net sales and Segment Adjusted EBITDA by reportable segment: Three Months Ended (In millions) 2023 2022 Net sales: Food $ 853.1 $ 807.7 As a % of Consolidated net sales 63.2 % 57.0 % Protective 495.7 609.9 As a % of Consolidated net sales 36.8 % 43.0 % Consolidated Net sales $ 1,348.8 $ 1,417.6 Three Months Ended (In millions) 2023 2022 Segment Adjusted EBITDA: Food $ 194.8 $ 200.4 Adjusted EBITDA Margin 22.8 % 24.8 % Protective 80.4 127.4 Adjusted EBITDA Margin 16.2 % 20.9 % Total Segment Adjusted EBITDA $ 275.2 $ 327.8 The following table shows a reconciliation of Segment Adjusted EBITDA to Earnings before income tax provision: Three Months Ended (In millions) 2023 2022 Food Adjusted EBITDA $ 194.8 $ 200.4 Protective Adjusted EBITDA 80.4 127.4 Corporate Adjusted EBITDA (7.9) (0.9) Interest expense, net (57.8) (38.9) Depreciation and amortization, net of adjustments (1) (68.9) (63.2) Special Items: Liquibox intangible amortization (5.0) — Liquibox inventory step-up expense (8.4) — Restructuring charges (2) 1.2 (0.5) Other restructuring associated costs 0.2 (3.1) Foreign currency exchange loss due to highly inflationary economies (2.6) (1.0) Loss on debt redemption and refinancing activities (4.9) (0.7) Impairment loss on equity investments — (15.5) Charges related to acquisition and divestiture activity (16.9) 0.9 Other Special Items (3) (7.5) 4.1 Pre-tax impact of Special Items (43.9) (15.8) Earnings before income tax provision $ 96.7 $ 209.0 (1) Depreciation and amortization by segment were as follows: Three Months Ended (In millions) 2023 2022 Food $ 46.7 $ 36.5 Protective 27.2 26.7 Total Company depreciation and amortization (i) $ 73.9 $ 63.2 Depreciation and amortization adjustments (5.0) — Depreciation and amortization, net of adjustments $ 68.9 $ 63.2 (i) Includes share-based incentive compensation of $18.0 million and $17.9 million for the three months ended March 31, 2023 and 2022, respectively. (2) Restructuring charges by segment were as follows: Three Months Ended (In millions) 2023 2022 Food $ (0.9) $ 0.6 Protective (0.3) (0.1) Total Company restructuring charges $ (1.2) $ 0.5 (3) Other Special Items for the three months ended March 31, 2023 primarily relate to a one-time, non-cash cumulative translation adjustment (CTA) loss recognized due to the wind-up of one of our legal entities. Other Special Items for the three months ended March 31, 2022, primarily relate to a one-time gain on the disposal of land in the United Kingdom (UK). 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) March 31, 2023 December 31, 2022 Assets allocated to segments: Food $ 3,581.2 $ 2,342.6 Protective 2,731.9 2,795.7 Total segments 6,313.1 5,138.3 Assets not allocated: Cash and cash equivalents $ 303.1 $ 456.1 Income tax receivables 32.2 40.3 Other receivables 94.5 104.2 Deferred taxes 123.7 141.5 Other 489.6 334.3 Total $ 7,356.2 $ 6,214.7 |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net The following table details our inventories, net. (In millions) March 31, 2023 December 31, 2022 Raw materials $ 240.3 $ 229.9 Work in process 216.2 187.1 Finished goods 505.2 449.3 Total $ 961.7 $ 866.3 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following table details our property and equipment, net. (In millions) March 31, 2023 December 31, 2022 Land and improvements $ 44.9 $ 44.1 Buildings 809.2 783.1 Machinery and equipment 2,731.1 2,612.3 Other property and equipment 138.7 124.5 Construction-in-progress 228.8 222.4 Property and equipment, gross 3,952.7 3,786.4 Accumulated depreciation and amortization (2,556.2) (2,510.5) Property and equipment, net $ 1,396.5 $ 1,275.9 The following table details our interest cost capitalized and depreciation and amortization expense for property and equipment and finance lease ROU assets. Three Months Ended (In millions) 2023 2022 Interest cost capitalized $ 2.5 $ 1.7 Depreciation and amortization expense (1) $ 40.7 $ 35.9 (1) Includes amortization expense of finance lease ROU assets of $2.5 million and $2.7 million for the three months ended March 31, 2023 and 2022, respectively. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangible Assets, net | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identifiable Intangible Assets, net | Goodwill and Identifiable Intangible Assets, net Goodwill 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. Since the date of our last annual goodwill impairment assessment, we have not identified any changes in circumstances that would indicate the carrying value of goodwill is not recoverable. Allocation of Goodwill to Reporting Segment The following table shows our goodwill balances by reportable segment: (In millions) Food Protective Total Gross Carrying Value at December 31, 2022 $ 572.2 $ 1,792.0 $ 2,364.2 Accumulated amortization (1) (49.0) (140.7) (189.7) Carrying Value at December 31, 2022 $ 523.2 $ 1,651.3 $ 2,174.5 Acquisition (2) 728.7 — 728.7 Currency translation 2.2 3.5 5.7 Carrying Value at March 31, 2023 $ 1,254.1 $ 1,654.8 $ 2,908.9 (1) There was no change to our accumulated amortization balance during the three months ended March 31, 2023. (2) Represents the allocation of goodwill related to our acquisition of Liquibox. See Note 5, "Acquisitions," for further details. Identifiable Intangible Assets, net The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives. As of March 31, 2023, there were no impairment indicators present. March 31, 2023 December 31, 2022 (In millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 281.5 $ (51.7) $ 229.8 $ 99.5 $ (47.1) $ 52.4 Trademarks and tradenames 57.1 (15.7) 41.4 30.8 (14.4) 16.4 Software 157.5 (116.9) 40.6 147.7 (111.3) 36.4 Technology 197.6 (47.8) 149.8 67.0 (44.3) 22.7 Contracts 11.4 (9.9) 1.5 11.4 (9.8) 1.6 Total intangible assets with definite lives 705.1 (242.0) 463.1 356.4 (226.9) 129.5 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets, net $ 714.0 $ (242.0) $ 472.0 $ 365.3 $ (226.9) $ 138.4 The following table shows the remaining estimated future amortization expense at March 31, 2023. Year Amount (In millions) Remainder of 2023 $ 49.8 2024 59.3 2025 51.4 2026 40.5 2027 38.9 Thereafter 223.2 Total $ 463.1 |
Accounts Receivable Securitizat
Accounts Receivable Securitization Programs | 3 Months Ended |
Mar. 31, 2023 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Securitization Programs | Accounts Receivable Securitization Programs U.S. Accounts Receivable Securitization Program We and a group of our U.S. operating subsidiaries maintain an accounts receivable securitization program under which they sell eligible U.S. accounts receivable to a 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 the underlying receivables as 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. There were $47.0 million of borrowings or corresponding net trade receivables maintained as collateral as of March 31, 2023. As of December 31, 2022, there were no borrowings or corresponding net trade receivables maintained as collateral. As of March 31, 2023, 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 March 31, 2023, the amount available to us under the program before utilization was $50.0 million. Although we do not believe restrictions under this program presently materially restrict our operations, if an additional event occurs that triggers one of these restrictive provisions, we could experience a decline in the amounts available to us under the program or termination of the program. The program expires annually 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 uncollectible 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. There were €79.3 million ($86.5 million equivalent at March 31, 2023) of borrowings or corresponding net trade receivables maintained as collateral as of March 31, 2023. As of December 31, 2022, there were no borrowings or corresponding net trade receivables maintained as collateral. As of March 31, 2023, the maximum purchase limit for receivable interests was €80.0 million ($87.2 million equivalent at March 31, 2023), subject to availability limits. The terms and provisions of this program are similar to our U.S. program discussed above. As of March 31, 2023, the amount available under this program before utilization was €80.0 million ($87.2 million equivalent as of March 31, 2023). This program expires annually and is renewable. Utilization of Our Accounts Receivable Securitization Programs As of March 31, 2023, there were $47.0 million and €79.3 million ($86.5 million equivalent at March 31, 2023) of outstanding borrowings under our U.S. or European programs, respectively. As of December 31, 2022, there were no outstanding borrowings under our U.S. or European programs. We continue to service the trade receivables supporting the programs, and the banks are permitted to re-pledge this collateral. The total interest paid for these programs was $0.9 million for the three months ended March 31, 2023 and there was no interest paid for these programs in the three months ended March 31, 2022. Under limited circumstances, the banks and the issuers of commercial paper can end purchases of receivables interests before the above expiration dates. A failure to comply with debt leverage or various other ratios related to our receivables collection experience could result in termination of the receivables programs. We were in compliance with these ratios at March 31, 2023. The Company has entered into factoring agreements and customers' supply chain financing arrangements to sell certain trade receivables to unrelated third-party financial institutions. These programs are entered into in the normal course of 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 true-sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded 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 factored under this program for the three months ended March 31, 2023 and 2022 were $194.5 million and $172.1 million, respectively. The fees associated with transfer of receivables for all programs were approximately $3.0 million and $1.3 million for the three months ended March 31, 2023 and 2022, respectively. |
Accounts Receivable Factoring A
Accounts Receivable Factoring Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Transfers and Servicing [Abstract] | |
Accounts Receivable Factoring Agreements | 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 a 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 the underlying receivables as 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. There were $47.0 million of borrowings or corresponding net trade receivables maintained as collateral as of March 31, 2023. As of December 31, 2022, there were no borrowings or corresponding net trade receivables maintained as collateral. As of March 31, 2023, 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 March 31, 2023, the amount available to us under the program before utilization was $50.0 million. Although we do not believe restrictions under this program presently materially restrict our operations, if an additional event occurs that triggers one of these restrictive provisions, we could experience a decline in the amounts available to us under the program or termination of the program. The program expires annually 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 uncollectible 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. There were €79.3 million ($86.5 million equivalent at March 31, 2023) of borrowings or corresponding net trade receivables maintained as collateral as of March 31, 2023. As of December 31, 2022, there were no borrowings or corresponding net trade receivables maintained as collateral. As of March 31, 2023, the maximum purchase limit for receivable interests was €80.0 million ($87.2 million equivalent at March 31, 2023), subject to availability limits. The terms and provisions of this program are similar to our U.S. program discussed above. As of March 31, 2023, the amount available under this program before utilization was €80.0 million ($87.2 million equivalent as of March 31, 2023). This program expires annually and is renewable. Utilization of Our Accounts Receivable Securitization Programs As of March 31, 2023, there were $47.0 million and €79.3 million ($86.5 million equivalent at March 31, 2023) of outstanding borrowings under our U.S. or European programs, respectively. As of December 31, 2022, there were no outstanding borrowings under our U.S. or European programs. We continue to service the trade receivables supporting the programs, and the banks are permitted to re-pledge this collateral. The total interest paid for these programs was $0.9 million for the three months ended March 31, 2023 and there was no interest paid for these programs in the three months ended March 31, 2022. Under limited circumstances, the banks and the issuers of commercial paper can end purchases of receivables interests before the above expiration dates. A failure to comply with debt leverage or various other ratios related to our receivables collection experience could result in termination of the receivables programs. We were in compliance with these ratios at March 31, 2023. The Company has entered into factoring agreements and customers' supply chain financing arrangements to sell certain trade receivables to unrelated third-party financial institutions. These programs are entered into in the normal course of 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 true-sale treatment when the appropriate criteria is met, which permits the Company to present the balances sold under the program to be excluded 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 factored under this program for the three months ended March 31, 2023 and 2022 were $194.5 million and $172.1 million, respectively. The fees associated with transfer of receivables for all programs were approximately $3.0 million and $1.3 million for the three months ended March 31, 2023 and 2022, respectively. |
Restructuring Activities
Restructuring Activities | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities In December 2018, the Board of Directors approved our Reinvent SEE business transformation, including the related restructuring program (“Program”), which concluded as of the end of calendar year 2022. For the three months ended March 31, 2023, the Company recorded $1.2 million and $0.2 million of income within restructuring charges and other associated costs, respectively. This income primarily relates to reversals of previously accrued expenses associated with the Program. The following table details our aggregate restructuring activities incurred under the Program as reflected in the Condensed Consolidated Statements of Operations. Three Months Ended (In millions) 2023 2022 Other associated costs $ (0.2) $ 3.1 Restructuring charges (1.2) 0.5 Total charges $ (1.4) $ 3.6 Capital expenditures $ — $ 1.9 The aggregate restructuring accrual, spending and other activity for the three months ended March 31, 2023 and the accrual balance remaining at March 31, 2023 related to the Program were as follows: (In millions) Restructuring accrual at December 31, 2022 $ 14.7 Accrual and accrual adjustments (1.2) Cash payments during 2023 (3.3) Restructuring accrual at March 31, 2023 $ 10.2 We expect to pay $10.2 million of the accrual balance remaining at March 31, 2023 within the next twelve months. This amount is included in Accrued restructuring costs on the Condensed Consolidated Balance Sheets at March 31, 2023. One of the components of the Reinvent SEE business transformation 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. Of the total remaining restructuring accrual of $10.2 million as of March 31, 2023, $3.8 million was attributable to Food and $6.4 million was attributable to Protective. |
Debt and Credit Facilities
Debt and Credit Facilities | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 December 31, 2022 Short-term borrowings (1) $ 175.7 $ 6.6 Current portion of long-term debt (2) 14.0 434.0 Total current debt 189.7 440.6 Term Loan A due March 2027 1,139.8 506.6 Senior Notes due December 2024 5.125 % 423.7 423.5 Senior Notes due September 2025 5.500 % 398.8 398.7 Senior Secured Notes due October 2026 1.573 % 596.2 596.0 Senior Notes due December 2027 4.000 % 422.1 421.9 Senior Notes due February 2028 6.125 % 763.5 — Senior Notes due April 2029 5.000 % 421.3 421.2 Senior Notes due July 2033 6.875 % 446.5 446.4 Other (2) 28.5 23.6 Total long-term debt, less current portion (3) 4,640.4 3,237.9 Total debt (4) $ 4,830.1 $ 3,678.5 (1) Short-term borrowings of $175.7 million at March 31, 2023, were comprised of $39.0 million under our revolving credit facility, $47.0 million under our U.S. securitization program, $86.5 million under our European securitization program and $3.2 million of short-term borrowings from various lines of credit. Short-term borrowings of $6.6 million at December 31, 2022, were comprised of various lines of credit. (2) As of March 31, 2023, Current portion of long-term debt included finance lease liabilities of $6.8 million. As of December 31, 2022, Current portion of long-term debt included 4.500% senior notes due September 2023 of $426 million and finance lease liabilities of $7.6 million. Other debt includes long-term liabilities associated with our finance leases of $20.6 million and $16.1 million at March 31, 2023 and December 31, 2022, respectively. See Note 4, "Leases," for additional information on finance and operating lease liabilities. (3) Amounts are shown net of unamortized discounts and issuance costs of $39.6 million as of March 31, 2023 and $18.9 million as of December 31, 2022. (4) As of March 31, 2023, our weighted average interest rate on our short-term borrowings outstanding was 4.8% and on our long-term debt outstanding was 5.2%. As of December 31, 2022, our weighted average interest rate on our short-term borrowings outstanding was 2.8% and on our long-term debt outstanding was 4.6%. Lines of Credit The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including our revolving credit facility, and the amounts available under our accounts receivable securitization programs. (In millions) March 31, 2023 December 31, 2022 Used lines of credit (1) $ 175.7 $ 6.6 Unused lines of credit 1,093.4 1,261.0 Total available lines of credit (2) $ 1,269.1 $ 1,267.6 (1) Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries. (2) Of the total available lines of credit, $1,122.0 million was committed as of March 31, 2023. Amended and Restated Senior Secured Credit Facility 2023 Activity On February 1, 2023, the Company used proceeds from the new incremental term facility, as described below, to finance the Liquibox acquisition. We incurred $11.0 million of lender and third party fees included in carrying amounts of outstanding debt. See Note 5, "Acquisitions," for further details related to the Liquibox acquisition. 2022 Activity On December 8, 2022, the Company and certain of its subsidiaries entered into an amendment to the fourth amended and restated syndicated facility agreement and incremental assumption agreement ("the Amendment”) further amending its existing senior secured credit facility (the “Fourth Amended and Restated Credit Agreement”), as described below. The Amendment provides for a new incremental term facility in an aggregate principal amount of $650.0 million, to be used, in part, to finance the Company’s acquisition of Liquibox. See Note 5, "Acquisitions," for further details related to the Liquibox acquisition. On March 25, 2022, the Company and certain of its subsidiaries entered into the Fourth Amended and Restated Credit Agreement with Bank of America, N.A., as agent, and the other financial institutions party thereto. The changes include (i) the refinancing of the term loan A facilities and revolving credit facilities with a new U.S. dollar term loan A facility in an aggregate principal amount of approximately $475.0 million, a new pounds sterling term loan A facility in an aggregate principal amount of approximately £27.2 million, and revolving credit facilities of $1.0 billion (including revolving facilities available in U.S. dollars, euros, pounds sterling, Canadian dollars, Australian dollars, Japanese yen, New Zealand dollars and Mexican pesos), (ii) the conversion of the facilities rate from a London Interbank Offered Rate -based rate to a Secured Overnight Financing Rate ("SOFR")-based rate, (iii) improved pricing terms which will range from 100 to 175 basis points (bps) in the case of SOFR loans, subject to the achievement of certain leverage tests, (iv) the extension of the final maturity of the term loan A facilities and revolving credit commitment to March 25, 2027, (v) the release of all non-U.S. collateral previously pledged by the Company's subsidiaries and the release of all existing guarantees for non-U.S., non-borrower Company subsidiaries, (vi) the adjustment of certain covenants to provide flexibility to incur additional indebtedness and take other actions and (vii) other amendments. As a result of the Fourth Amended and Restated Credit Agreement, we recognized a $0.7 million loss on debt redemption and refinancing activities in Other expense, net in our Condensed Consolidated Statements of Operations during the first quarter of 2022. This amount includes $0.4 million of accelerated amortization of original issuance discount related to the term loan A and lender and non-lender fees related to the entire credit facility. Also included in the loss on debt redemption and refinancing activities was $0.3 million of non-lender fees incurred in connection with the Fourth Amended and Restated Credit Agreement. In addition, we incurred $1.2 million of lender and third-party fees that are included in the carrying amounts of the outstanding debt under the credit facility. We also capitalized $3.0 million of fees that are included in Other assets on our Condensed Consolidated Balance Sheets. The amortization expense related to original issuance discount and lender and non-lender fees is calculated using the effective interest rate method over the lives of the respective debt instruments. Total amortization expense related to the senior secured credit facility was $0.7 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively, and is included in Interest expense, net in our Condensed Consolidated Statements of Operations. Senior Notes 2023 Activity On January 31, 2023, the Company issued $775.0 million aggregate principal amount of 6.125% senior notes due 2028 (the "2028 Notes"). The 2028 Notes will mature on February 1, 2028. Interest is payable on February 1 and August 1 of each year, commencing on August 1, 2023. The 2028 Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that guarantee its senior secured credit facilities, subject to release under certain circumstances. We capitalized $11.8 million of fees incurred in connection with the 2028 Notes, which are included in Long-term debt, less current portion on our Condensed Consolidated Balance Sheets. We may redeem the 2028 Notes, in whole or in part, at any time prior to February 1, 2025, at a redemption price equal to 100% of the principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a "make-whole premium". On or after February 1, 2025, we may redeem the 2028 Notes, in whole or in part, at specified redemption prices, plus accrued and unpaid interest, if any, to, but not including the redemption date. In addition, at any time prior to February 1, 2025, we may redeem up to 40% of the 2028 Notes using the proceeds of certain equity offerings. The net proceeds from the 2028 Notes offering were used (i) together with a borrowing under the Company’s incremental term loan facility and cash on hand, to finance the acquisition of all of the issued and outstanding shares of capital stock of Liquibox, including related fees and expenses, (ii) to repurchase all of the Company’s outstanding 4.500% senior notes due 2023 (the “2023 Euro Notes”) pursuant to the tender offer commenced by the Company on January 27, 2023 and satisfy and discharge all of the Company’s outstanding 2023 Euro Notes in accordance with the terms of the indenture governing the 2023 Euro Notes and to pay related premiums, fees and expenses in connection therewith and (iii) to the extent of any remaining proceeds after giving effect to the foregoing transactions, for general corporate purposes. We recognized a pre-tax loss of $4.9 million on the repurchase and cancellation of the 2023 Euro Notes, including a premium of $4.5 million and accelerated amortization of non-lender fees of $0.4 million, within Other expense, net on our Condensed Consolidated Statements of Operations during the first quarter of 2023. See Note 5, "Acquisitions," for further details related to the Liquibox acquisition. 2022 Activity On April 19, 2022, the Company issued $425.0 million aggregate principal amount of 5.000% senior notes due 2029 (the "2029 Notes"). The 2029 Notes will mature on April 15, 2029. Interest is payable on April 15 and October 15 of each year, commencing on October 15, 2022. The 2029 Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic subsidiaries that guarantee its senior secured credit facilities, subject to release under certain circumstances. We also capitalized $4.2 million of fees incurred in connection with the 2029 Notes, which are included in Long-term debt, less current portion on our Condensed Consolidated Balance Sheets. We may redeem the 2029 Notes, in whole or in part, at any time prior to April 15, 2025, at a redemption price equal to 100% of the principal amount of the 2029 Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a "make-whole premium". On or after April 15, 2025, we may redeem the 2029 Notes, in whole or in part, at specified redemption prices, plus accrued and unpaid interest, if any, to, but not including the redemption date. In addition, at any time prior to April 15, 2025, we may redeem up to 40% of the 2029 Notes using the proceeds of certain equity offerings. The net proceeds from the 2029 Notes offering were used to repurchase the 5.250% senior notes due 2023 (the “2023 Notes”) tendered pursuant to the tender offer commenced by the Company on April 5, 2022 and satisfy and discharge all remaining 2023 Notes in accordance with the terms of the indenture governing the 2023 Notes. The aggregate repurchase price was $435.9 million, which included the principal amount of $425.0 million, a premium of $9.6 million and accrued interest of $1.3 million. We recognized a pre-tax loss of $10.5 million on the extinguishment, including the premium mentioned above and $0.9 million of accelerated amortization of non-lender fees, included within Other expense, net on our Condensed Consolidated Statements of Operations during the second quarter of 2022. Covenants Each issue of our outstanding senior notes imposes limitations on our operations and those of specified subsidiaries. Our Senior Secured 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 to EBITDA. We were in compliance with the above financial covenants and limitations at March 31, 2023. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2023 | |
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 Accumulated Other Comprehensive Loss (“AOCL”) to the extent that these hedges are effective and until we recognize the underlying transactions in net earnings, at which time we recognize these gains and losses in Cost of sales, on our Condensed Consolidated Statements of Operations. Cash flows from derivative financial instruments designated as cash flow hedges 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 $1.1 million gain and a $1.5 million loss for the three months ended March 31, 2023 and 2022, respectively. The unrealized amount in AOCL will fluctuate based on changes in the fair value of open contracts during each reporting period. We estimate that $0.3 million of net unrealized losses 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 expense, net, on our Condensed Consolidated Statements of Operations and are largely offset by the remeasurement of the underlying foreign currency-denominated items indicated above. Cash flows from derivative financial instruments not designated as hedges are classified as 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 March 31, 2023 and December 31, 2022, we had no outstanding interest rate swaps. Net Investment Hedge In February 2023, the €400.0 million 4.500% senior notes issued in June 2015 that were previously designated as a net investment hedge, hedging a portion of our net investment in a certain European subsidiary against fluctuations in foreign exchange rates, was repaid, which settled the net investment hedge. See Note 13, "Debt and Credit Facilities," for additional information about the repayment of the notes. In the first quarter of 2023, we entered into a series of cross-currency swaps with a combined notional amount of $432.8 million. Each of these cross-currency swaps were designated as net investment hedges of the Company's foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed rate of Euro-based interest and receives a fixed rate of U.S. dollar interest. The Company has elected the spot method for assessing the effectiveness of these contracts. The maturity date for this series of cross-currency swaps is February 1, 2028. The fair value of this hedge as of March 31, 2023 was a $0.9 million loss and is included within Other non-current liabilities on our Condensed Consolidated Balance Sheets. Interest amounts related to the cross-currency swap as of March 31, 2023 resulted in $0.5 million of interest income and is reflected in Interest expense, net on the Condensed Consolidated Statements of Operations. 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 gain 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 expense, net on the Condensed Consolidated Statements of Operations. Other Derivative Instruments We may use other derivative instruments from time to time to manage exposure to foreign exchange rates and to access international financing transactions. These instruments can potentially limit foreign exchange exposure by swapping borrowings denominated in one currency for borrowings denominated in another currency. Fair Value of Derivative Instruments See Note 15, “Fair Value Measurements, Equity Investments and Other Financial Instruments,” for a discussion of the inputs and valuation techniques used to determine the fair value of our outstanding derivative instruments. The following table details the fair value of our derivative instruments included on our Condensed Consolidated Balance Sheets. Cash Flow Hedge Net Investment Hedge Non-Designated as Hedging Instruments Total (In millions) March 31, 2023 December 31, 2022 March 31, December 31, 2022 March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Derivative Assets Foreign currency forward contracts and options $ 0.9 $ 2.1 $ — $ — $ 3.2 $ 5.8 $ 4.1 $ 7.9 Total Derivative Assets $ 0.9 $ 2.1 $ — $ — $ 3.2 $ 5.8 $ 4.1 $ 7.9 Derivative Liabilities Foreign currency forward contracts $ (1.4) $ (0.8) $ — $ — $ (1.9) $ (2.4) $ (3.3) $ (3.2) Cross-currency swaps — — (0.9) — — — (0.9) — Total Derivative Liabilities (1) $ (1.4) $ (0.8) $ (0.9) $ — $ (1.9) $ (2.4) $ (4.2) $ (3.2) Net Derivatives (2) $ (0.5) $ 1.3 $ (0.9) $ — $ 1.3 $ 3.4 $ (0.1) $ 4.7 (1) Excludes €400.0 million of euro-denominated debt that was repaid in February 2023 ($426.0 million equivalent at December 31, 2022), which was designated as a net investment hedge. See Note 13, "Debt and Credit Facilities," for additional details. (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 Other Non-current Liabilities (In millions) March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Gross position $ 4.1 $ 7.9 $ (3.3) $ (3.2) $ (0.9) $ — Impact of master netting agreements (2.2) (1.1) 2.2 1.1 — — Net amounts recognized on the Condensed Consolidated Balance Sheets $ 1.9 $ 6.8 $ (1.1) $ (2.1) $ (0.9) $ — 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 (In millions) Condensed Consolidated Statements of Operations 2023 2022 Derivatives designated as hedging instruments: Cash Flow Hedges: Foreign currency forward contracts Cost of sales $ 1.1 $ 1.9 Treasury locks Interest expense, net — 0.1 Sub-total cash flow hedges 1.1 2.0 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other expense, net 3.3 (0.1) Total $ 4.4 $ 1.9 |
Fair Value Measurements, Equity
Fair Value Measurements, Equity Investments and Other Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Equity Investments and Other Financial Instruments | Fair Value Measurements, Equity Investments 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; and 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. March 31, 2023 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 38.0 $ 38.0 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward contracts $ 0.8 $ — $ 0.8 $ — Cross-currency swaps $ (0.9) $ — $ (0.9) $ — December 31, 2022 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 122.5 $ 122.5 $ — $ — Derivative financial and hedging instruments net asset: Foreign currency forward contracts $ 4.7 $ — $ 4.7 $ — 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. 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 are included in Prepaid expenses and other current assets and Other current liabilities on the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. Equity Investments SEE maintains equity investments in companies which are accounted for under the measurement alternative described in ASC 321-10-35-2 ("ASC 321") for equity investments that do not have readily determinable fair values. We do not exercise significant influence over these companies. The following carrying value of these investments were included within Other non-current assets in our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022: (In millions) March 31, 2023 December 31, 2022 Carrying value at the beginning of period $ 13.3 $ 45.8 Purchases — — Impairments or downward adjustments — (31.6) Upward adjustments — — Currency translation on investments 0.3 (0.9) Carrying value at the end of period $ 13.6 $ 13.3 We hold an equity investment in an investee that was valued at $31.6 million as of December 31, 2021. The investment is accounted for under the measurement alternative in accordance with ASC 321. It is made up of cash investments of $7.5 million and $9.0 million made in 2018 and 2021, respectively, and an upward fair value adjustment of $15.1 million, which was recorded in the fourth quarter of 2020 based on the valuation of additional equity issued by the investee that was deemed to be an observable transaction of a similar investment under ASC 321. During the first quarter of 2022, we recorded a $15.5 million impairment on the equity investment arising from the announced termination of a planned merger between the investee and a special purpose acquisition company due to unfavorable capital market conditions. This impairment loss was recorded within Other expense, net on the Condensed Consolidated Statements of Operations. In connection with our second quarter review of the investee's financial performance, we obtained the investee's latest financial forecast, which showed deterioration across several key operating and liquidity metrics. This was deemed to be a triggering event for potential impairment. Accordingly, we performed a quantitative impairment test as of June 30, 2022 to determine the fair value of the equity investment. Based on discounted cash flow and market participant data as of June 30, 2022, and our projections related to the investee's ability to remain a going concern, we concluded that the fair value of the investment was zero. SEE recorded an impairment loss of $16.1 million equal to the difference between the fair value of the investment as of June 30, 2022 and its carrying value at March 31, 2022. The $16.1 million impairment loss was recorded within Other expense, net on the Condensed Consolidated Statements of Operations during the second quarter of 2022. As of March 31, 2023, cumulative upward adjustments to our equity investments were $21.7 million and cumulative impairments or downward adjustments were $31.6 million, resulting in net cumulative impairments or downward adjustments of $9.9 million. As of December 31, 2022, cumulative upward adjustments to our equity investments were $21.7 million and there were $31.6 million cumulative impairments or downward adjustments. Other Financial Instruments 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. March 31, 2023 December 31, 2022 (In millions) Interest rate Carrying Amount Fair Value Carrying Amount Fair Value Term Loan A due March 2027 (1) $ 1,147.0 $ 1,147.0 $ 506.6 $ 506.6 Senior Notes due September 2023 (1) 4.500 % — — 426.0 427.3 Senior Notes due December 2024 5.125 % 423.7 424.4 423.5 419.7 Senior Notes due September 2025 5.500 % 398.8 398.6 398.7 398.6 Senior Secured Notes due October 2026 1.573 % 596.2 527.9 596.0 521.7 Senior Notes due December 2027 4.000 % 422.1 396.4 421.9 386.6 Senior Notes due February 2028 6.125 % 763.5 782.2 — — Senior Notes due April 2029 5.000 % 421.3 405.4 421.2 400.2 Senior Notes due July 2033 6.875 % 446.5 461.9 446.4 448.8 Other foreign borrowings (1) 89.7 89.7 6.6 6.6 Other domestic borrowings 93.9 93.3 7.9 7.9 Total debt (2) $ 4,802.7 $ 4,726.8 $ 3,654.8 $ 3,524.0 (1) Includes borrowings denominated in currencies other than U.S. 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, 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 net periodic benefit cost (income) for our defined benefit pension plans for the three months ended March 31, 2023 and 2022: Three Months Ended Three Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost (income): Service cost $ — $ 0.8 $ 0.8 $ — $ 1.1 $ 1.1 Interest cost 1.8 5.2 7.0 1.0 3.0 4.0 Expected return on plan assets (1.8) (5.3) (7.1) (2.2) (5.0) (7.2) Amortization of net prior service cost — 0.1 0.1 — 0.1 0.1 Amortization of net actuarial loss 0.4 0.8 1.2 0.4 1.0 1.4 Net periodic cost (income) 0.4 1.6 2.0 (0.8) 0.2 (0.6) Settlement cost (credit) — 0.2 0.2 — (0.1) (0.1) Total benefit cost (income) $ 0.4 $ 1.8 $ 2.2 $ (0.8) $ 0.1 $ (0.7) The following table shows the components of net periodic benefit cost for our other post-retirement employee benefit plans for the three months ended March 31, 2023 and 2022: Three Months Ended (In millions) 2023 2022 Components of net periodic benefit cost: Interest cost $ 0.4 $ 0.2 Amortization of net prior service credit and net actuarial gain (0.1) (0.1) Net periodic benefit cost $ 0.3 $ 0.1 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes U.S. Legislation The Inflation Reduction Act ("IRA") was signed into law on August 16, 2022. The IRA includes climate and energy provisions and introduces a 15% corporate alternative minimum tax, among other items. The enactment of the IRA did not result in any adjustments to our income tax provision for the three months ended March 31, 2023. We continue to evaluate the impact of this law on our operations and currently do not believe the legislation will have a material impact on our Condensed Consolidated Financial Statements. 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. State income taxes, foreign earnings subject to higher tax rates and non-deductible expenses increase the Company's effective income tax rate compared to the U.S. statutory rate of 21.0%. Research and development credits decrease the Company's effective tax rate compared to the U.S. statutory rate of 21.0%. Our effective income tax rate was 35.0% for the three months ended March 31, 2023. In addition to the above referenced items, the three-month period was unfavorably impacted by accruals for unresolved controversy which had a disproportionate impact on the rate due to lower earnings before income tax provision. Our effective income tax rate was 28.4% for the three months ended March 31, 2022. In addition to the above referenced items, the Company's effective income tax rate for the three months ended March 31, 2022 was favorably impacted by share price accretion in equity compensation and unfavorably impacted by accruals for unresolved controversy and nonrecurring intercompany dividend distributions. There was no significant change in our valuation allowances for the three months ended March 31, 2023 and 2022. Net increases in unrecognized tax positions of $6.8 million and $6.3 million for the three months ended March 31, 2023 and 2022, respectively, were primarily related to interest accruals on existing uncertain tax positions. We are not currently able to reasonably estimate the amount by which the liability for unrecognized tax positions may increase or decrease as a result of future tax controversy developments or resolution. Interest and penalties on tax assessments are included in Income tax provision on our Condensed Consolidated Statements of Operations. The IRS completed its field examination of the U.S. federal income tax returns for the 2011-2014 tax years in the third quarter of 2020. As previously disclosed, the IRS has proposed to disallow, for the 2014 taxable year, the entirety of the deduction of the approximately $1.49 billion settlement payment made pursuant to the Settlement agreement (as defined in Note 18, “Commitments and Contingencies”) and the resulting reduction of our U.S. federal tax liability by approximately $525 million. The proposed disallowance is being reviewed by the IRS Independent Office of Appeals (“Appeals”). Although we believe we have meritorious defenses to the proposed disallowance, we have reached a tentative agreement to settle this matter with the IRS, which is subject to further review, approval and execution of a definitive agreement by both parties. There can be no assurance that a definitive agreement will be executed and we cannot predict the outcome of this matter or when it will be concluded. We have revised our uncertain tax position to reflect the tentative agreement. On April 20, 2023, we deposited $175 million with the IRS based on an estimate of the federal tax owed per the tentative agreement. Our final settlement amount could differ from the $175 million deposited. Future developments in this matter could have a material impact on the Company's uncertain tax position balances and results of operations, including cash flows, within the next twelve months. There is no outstanding liability with respect to the one-time mandatory tax on previously deferred foreign earnings of foreign subsidiaries provision associated with the Tax Cuts and Jobs Act of 2017. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Settlement Agreement Tax Deduction On March 31, 1998, the Company completed a multi-step transaction (the “Cryovac transaction”) involving W.R. Grace & Co. (“Grace”) which brought the Cryovac 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 that, as a result, we were responsible for alleged asbestos liabilities of Grace and its subsidiaries. On April 2, 2001, Grace and a number of its subsidiaries filed petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). In connection with Grace’s Chapter 11 case, the Bankruptcy Court granted the official committees appointed to represent asbestos claimants in Grace’s Chapter 11 case (the “Committees”) permission to pursue against the Company and its subsidiary Cryovac, Inc. fraudulent transfer, successor liability, and other claims based upon the Cryovac transaction. In November 2002, we reached an agreement in principle with the Committees to resolve all current and future asbestos-related claims made against us and our affiliates, as well as indemnification claims by Fresenius Medical Care Holdings, Inc. and affiliated companies, in each case, in connection with the Cryovac transaction. A definitive settlement agreement was entered into in 2003 and approved by the Bankruptcy Court in 2005 (such agreement, the "Settlement agreement"). The Settlement agreement was subsequently incorporated into the plan of reorganization for Grace (the "Plan") and the Plan was confirmed by the Bankruptcy Court in 2011 and the U.S. District Court in 2012. On February 3, 2014 (the “Effective Date”), the Plan implementing the Settlement agreement became effective with 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., 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. The IRS completed its field examination of our U.S. federal income tax returns for the years 2011 through 2014 in the third quarter of 2020. As previously disclosed, the IRS has proposed to disallow for the 2014 taxable year the entirety of the deduction of the approximately $1.49 billion settlement payments made pursuant to the Settlement agreement and the resulting reduction of our U.S. federal tax liability by approximately $525 million. The proposed disallowance is being reviewed by the IRS Independent Office of Appeals (“Appeals”). Although we believe we have meritorious defenses to the proposed disallowance, we have reached a tentative agreement to settle this matter with the IRS, which is subject to further review, approval and execution of a definitive agreement by both parties. There can be no assurance that a definitive agreement will be executed and we cannot predict the outcome of this matter or when it will be concluded. We have revised our uncertain tax position to reflect the tentative agreement. On April 20, 2023, we deposited $175 million with the IRS based on an estimate of the federal tax owed per the tentative agreement. Our final settlement amount could differ from the $175 million deposited. Future developments in this matter could have a material impact on the Company's uncertain tax position balances and results of operations, including cash flows, within the next twelve months. Securities Class Action On November 1, 2019, purported Company stockholder UA Local 13 & Employers Group Insurance Fund filed a putative class action complaint in the United States District Court for the Southern District of New York against the Company and certain of its current and former officers. On June 4, 2020, the complaint was amended to remove all individual defendants other than the Company’s former CFO and to add a plaintiff, and on July 13, 2020, the complaint was further amended to identify a total of four plaintiffs. The complaint alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder based on allegedly false and misleading statements and omissions concerning the Company’s hiring of Ernst & Young LLP as its independent auditors and concerning the Company's corporate policies and procedures. The plaintiffs sought to represent a class of purchasers of the Company’s common stock between November 17, 2014 and June 20, 2019. The complaint sought, among other things, unspecified compensatory damages, including interest, and attorneys’ fees and costs. On September 4, 2020, the Company filed a motion to dismiss the complaint, and on June 1, 2021, the court issued a ruling that granted in part and denied in part the motion to dismiss. The Company filed its answer to the complaint on July 15, 2021. On September 9, 2022, the parties signed a settlement agreement including a proposed settlement amount of $12.5 million, and on September 14, 2022, the Court issued an order preliminarily approving such settlement. The settlement was funded by the Company’s insurance carriers. In the third quarter of 2022, the Company recorded a liability of $12.5 million in Other current liabilities and a corresponding $12.5 million insurance receivable in Other receivables on the Condensed Consolidated Balance Sheets. On October 14, 2022, the Company’s insurance carriers funded the $12.5 million settlement via an escrow account established on behalf of the settlement class. On January 20, 2023, the Court certified a settlement class and issued an order granting final approval of the settlement. Accordingly, the Company reversed the $12.5 million in Other current liabilities and the corresponding insurance receivable in Other receivables on the Condensed Consolidated Balance Sheets that was recorded in the third quarter of 2022. Environmental Matters We are subject to loss contingencies resulting from environmental laws and regulations, and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be 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 in 2017. Our indemnity obligations under the relevant agreements may be limited in terms of time, amount or scope. As it relates to certain income tax related liabilities, the relevant agreements may not provide any cap for such liabilities, and the period in which we would be liable would lapse upon expiration of the statute of limitation for assessment of the underlying taxes. Because of the conditional nature of these obligations and the unique facts and circumstances involved in each particular agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items; • product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products will conform to specifications. We generally do not establish a liability for product warranty based on a percentage of sales or other formula. We accrue a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Both the liability and annual expense related to product warranties are immaterial to our 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 March 31, 2023, the Company has no reason to believe a loss exceeding amounts already recognized would be incurred. Other Matters We are also involved in various other legal actions incidental to our business. We believe, after consulting with counsel, that the disposition of these other legal proceedings and matters will not have a material effect on our consolidated financial condition or results of operations including potential impact to cash flows. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Repurchase of Common Stock On August 2, 2021, the Board of Directors approved a new share repurchase program of $1.0 billion. This current program has no expiration date and replaced all previous authorizations. As of March 31, 2023, there was $536.5 million remaining under the current authorized program. Share repurchases made prior to August 2, 2021 were under previous Board of Directors share repurchase authorizations, specifically the $1.5 billion authorization made in July 2015, the $1.5 billion authorization made in March 2017, and the $1.0 billion authorization made in May 2018. During the three months ended March 31, 2023, we repurchased 1,529,575 shares, for approximately $79.8 million, at an average share price of $52.20. During the three months ended March 31, 2022, we repurchased 3,042,696 shares, for approximately $200.0 million, at an average share price of $65.74. 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 22, 2023, our Board of Directors declared a quarterly cash dividend of $0.20 per common share, or $28.9 million, which was paid on March 24, 2023, to stockholders of record at the close of business on March 10, 2023. The dividends paid during the three months ended March 31, 2023 were recorded as a reduction to Cash and cash equivalents and Retained earnings on our Condensed Consolidated Balance Sheets. Our senior secured credit facility and our senior 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 amendment added 2,199,114 shares of common stock to the share pool previously available under the Omnibus Incentive Plan. Additionally, in 2021, the Board of Directors adopted, and our shareholders approved, an additional amendment and restatement to the Omnibus Incentive Plan. The amended plan added 2,999,054 shares of common stock to the share pool previously available under the Omnibus Incentive Plan. We record share-based incentive compensation expense in Selling, 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 a corresponding credit to Additional paid-in capital within stockholders’ equity for equity-classified awards, and to either Other current liabilities or Other non-current liabilities for liability-classified awards based on the fair value of the share-based incentive compensation awards at the date of grant. Total expense for the liability-classified awards continues to be remeasured to fair value at the end of each reporting period. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the program. The number of 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 (In millions) 2023 2022 Total share-based incentive compensation expense (1) $ 18.0 $ 17.9 (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. However, the amounts include the expense related to share-based awards that are settled in cash. Performance Share Units (“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 the performance goals and measures that will determine the percentage of the target award that is earned following the end of the three-year performance period. Following the end of the performance period, in addition to shares earned, participants will also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. Each PSU is subject to forfeiture if the recipient terminates employment with the Company prior to the end of the three-year award performance period for any reason other than death, disability or retirement. In the event of death, disability or retirement, a participant will receive a prorated payment based on such participant’s number of days of service during the award performance period, further adjusted based on the achievement of the performance goals during the award performance period. PSUs are classified as equity in the Condensed Consolidated Balance Sheets, with the exception of awards that are required by local laws or regulations to be settled in cash. These are classified as either Other current liabilities or Other non-current liabilities in the Condensed Consolidated Balance Sheets. 2023 Three-year PSU Awards During the first quarter of 2023, the O&C Committee approved awards with a three-year performance period beginning January 1, 2023 and ending December 31, 2025 for executive officers and other selected employees. The O&C Committee established performance goals, which are (i) three-year cumulative average growth rate (“CAGR”) of consolidated Adjusted EBITDA weighted at 50%, and (ii) Return on Invested Capital (“ROIC”) weighted at 50%. Calculation of final achievement on each performance metric is subject to an upward or downward adjustment of up to 25% of the overall combined achievement percentage, based on the results of a relative total shareholder return (“TSR”) modifier. The comparator group for the relative TSR modifier is S&P 500 component companies as of the beginning of the performance period. Shareholder return in the top quartile of the comparator group increases overall achievement of performance metrics by 25%, while shareholder return in the bottom quartile of the comparator group decreases overall achievement of the performance metrics by 25%. The total number of shares to be issued, including the modifier, for these awards can range from zero to 250% of the target number of shares. The target number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: Adjusted EBITDA CAGR ROIC February 21, 2023 grant date Number of units granted 93,343 93,343 Fair value on grant date (per unit) $ 48.46 $ 48.46 March 1, 2023 grant date Number of units granted 22,963 22,963 Fair value on grant date (per unit) $ 49.05 $ 49.05 The assumptions used to calculate the grant date fair value of the PSUs are shown in the following table: February 21, 2023 March 1, 2023 Expected price volatility 32.9 % 31.7 % Risk-free interest rate 4.4 % 4.6 % 2023 Five-year ESG Awards During the first quarter of 2023, the O&C Committee approved awards with a five-year performance period beginning January 1, 2023 and ending December 31, 2027 for certain of our executive officers. The O&C Committee established performance goals, which are aligned with the Company's environmental, social, and governance ("ESG") commitments. A total of 75% of the target awards are weighted towards sustainability goals, including increased recycled and/or renewable content offerings and reductions in greenhouse gas intensity. The remaining 25% of the target awards are weighted towards social goals, including global gender representation, and belonging and inclusion. Calculation of final achievement on the awards is subject to upward adjustments in the event that (i) specified levels of SEE Automation and prismiq TM sales are realized and/or (ii) the target performance level for all goals is met. The total number of shares to be issued for these awards can range from zero to 187.5% of the target number of shares, inclusive of upward adjustments. For the three months ended March 31, 2023, we recognized stock based compensation expense associated with the ESG awards of $1.1 million. This expense is included within Cost of Sales and Selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. The target number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: Environmental Goals Social February 21, 2023 grant date Number of units granted 204,172 78,528 Fair value on grant date (per unit) $ 48.55 $ 48.55 2020 Three-year PSU Awards In February 2023, the O&C Committee reviewed the performance results for the 2020-2022 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA CAGR, ROIC, and the Company's TSR ranking relative to a group of peer companies. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table provides details of comprehensive income (loss) for the three months ended March 31, 2023 and 2022: (In millions) Unrecognized Cumulative Translation Adjustment (1) Unrecognized Unrecognized Accumulated Other Balance at December 31, 2022 $ (126.3) $ (837.5) $ (18.3) $ 3.3 $ (978.8) Other comprehensive income (loss) before reclassifications 0.2 36.6 (5.5) (1.9) 29.4 Less: amounts reclassified from accumulated other comprehensive loss 1.1 — — (0.9) 0.2 Net current period other comprehensive income (loss) 1.3 36.6 (5.5) (2.8) 29.6 Balance at March 31, 2023 $ (125.0) $ (800.9) $ (23.8) $ 0.5 $ (949.2) Balance at December 31, 2021 $ (137.5) $ (760.5) $ (38.3) $ 2.4 $ (933.9) Other comprehensive (loss) income before reclassifications (0.2) 3.5 5.0 0.2 8.5 Less: amounts reclassified from accumulated other comprehensive loss 1.0 — — (1.7) (0.7) Net current period other comprehensive income (loss) 0.8 3.5 5.0 (1.5) 7.8 Balance at March 31, 2022 $ (136.7) $ (757.0) $ (33.3) $ 0.9 $ (926.1) (1) Includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $7.9 million and $16.9 million for the three months ended March 31, 2023 and 2022, respectively. The following table provides detail of amounts reclassified from AOCL: Three Months Ended (In millions) 2023 2022 Location of Amount Defined benefit pension plans and other post-employment benefits: Net settlement (cost) credit $ (0.2) $ 0.1 Actuarial losses (1.2) (1.4) Total pre-tax amount (1.4) (1.3) Other expense, net Tax benefit 0.3 0.3 Net of tax (1.1) (1.0) Net gains on cash flow hedging derivatives: (1) Foreign currency forward contracts 1.1 1.9 Cost of sales Treasury locks — 0.1 Interest expense, net Total pre-tax amount 1.1 2.0 Tax expense (0.2) (0.3) Net of tax 0.9 1.7 Total reclassifications for the period $ (0.2) $ 0.7 (1) These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 14, “Derivatives and Hedging Activities,” for additional details. |
Other Expense, net
Other Expense, net | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Expense, net | Other Expense, net The following table provides details of other expense, net: Three Months Ended (In millions) 2023 2022 Net foreign exchange transaction loss $ (4.9) $ (0.5) Bank fee expense (1.4) (1.1) Pension (cost) income other than service costs (2.1) 1.3 Fair value impairment loss on equity investments (1) — (15.5) Foreign currency exchange loss due to highly inflationary economies (2.6) (1.0) Loss on debt redemption and refinancing activities (4.9) (0.7) Other income 2.6 4.7 Other expense (1.7) (1.4) Other expense, net $ (15.0) $ (14.2) (1) See Note 15, "Fair Value Measurements, Equity Investments and Other Financial Instruments," for further details. |
Net Earnings Per Common Share
Net Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended (In millions, except per share amounts) 2023 2022 Basic Net Earnings Per Common Share: Numerator: Net earnings $ 61.9 $ 149.2 Distributed and allocated undistributed net earnings to unvested restricted stockholders — — Net earnings available to common stockholders $ 61.9 $ 149.2 Denominator: Weighted average number of common shares outstanding - basic 144.1 147.6 Basic net earnings per common share: Basic net earnings per common share $ 0.43 $ 1.01 Diluted Net Earnings Per Common Share: Numerator: Net earnings available to common stockholders $ 61.9 $ 149.2 Denominator: Weighted average number of common shares outstanding - basic 144.1 147.6 Effect of dilutive stock shares and units 0.7 1.9 Weighted average number of common shares outstanding - diluted under treasury stock 144.8 149.5 Diluted net earnings per common share $ 0.43 $ 1.00 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and our Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 have been made. The results set forth in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and in our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year. The Condensed Consolidated Balance Sheet as of December 31, 2022 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. All amounts are in millions, except per share amounts, and approximate due to rounding. All amounts are presented in U.S. dollar, unless otherwise specified. Our Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted. The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. We are responsible for the unaudited Condensed Consolidated Financial Statements and notes included in this report. As these are condensed financial statements, they should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“2022 Form 10-K”), which was filed with the SEC on February 21, 2023, and with the information contained in our other publicly available filings with the SEC. When we cross reference to a “Note,” we are referring to our “Notes to Condensed Consolidated Financial Statements,” unless the context indicates otherwise. There were no significant changes to our significant accounting policies as disclosed in “Note 2 – Summary of Significant Accounting Policies and Recently Issued Accounting Standards” of our audited consolidated financial statements and notes thereto included in our 2022 Form 10-K. |
Impact of Highly Inflationary Economy | Impact of Highly Inflationary EconomyArgentinaEconomic and political events in Argentina have continued to expose us to heightened levels of foreign currency exchange risk. As of July 1, 2018, Argentina was designated as a highly inflationary economy under U.S. GAAP, and the U.S. dollar replaced the Argentine peso as the functional currency for our subsidiaries in Argentina. All Argentine peso-denominated monetary assets and liabilities were remeasured into U.S. dollars using the current exchange rate available to us. The impact of any changes in the exchange rate are reflected within Other expense, net on the Condensed Consolidated Statements of Operations. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ("ASU 2022-04"). ASU 2022-04 requires the buyer in a supplier finance program to disclose qualitative and quantitative information about the program. The Company adopted ASU 2022-04 on January 1, 2023, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The adoption did not materially impact the Company's Condensed Consolidated Financial Statements. We facilitate a voluntary supply chain financing program to provide some of our suppliers with the opportunity to sell receivables due from us (our accounts payables) to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. This program is administered by participating financial institutions. When a supplier utilizes the supply chain financing program, the supplier receives a payment in advance of agreed payment terms from the financial institution, net of a discount charged. Our responsibility is limited to making payments to the respective financial institutions on the terms originally negotiated with our supplier. No assets are pledged as collateral by the Company or any of our subsidiaries under the program. The majority of suppliers using the program are on 120 day payment terms after the end of the month in which the invoice was issued. We monitor our days payable outstanding relative to our peers and industry trends in order to assess our conclusion that the program continues to be a trade payable program and not indicative of a borrowing arrangement. The liabilities continue to be presented as Accounts payable in our Condensed Consolidated Balance Sheets until they are paid, and they are reflected as Cash flows from operating activities when settled. At March 31, 2023 and December 31, 2022, our accounts payable balances included $118 million and $140 million, respectively, related to invoices from suppliers participating in the program. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Topic 606, Revenue from Contracts with Customers. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date. The Company adopted ASU 2021-08 on January 1, 2023. The adoption did not have a material impact 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 equipment and systems, products, and services to and/or through a large number of distributors, fabricators, converters, e-commerce and mail order fulfillment firms, and contract packaging firms as well as directly to end-users such as food processors, food service businesses, supermarket retailers, pharmaceutical companies, healthcare facilities, medical device manufacturers, and other manufacturers. As discussed in Note 6, “Segments,” our reporting segments are Food and Protective. Our Food applications are largely sold directly to end customers, while our Protective products are sold through business supply distributors and directly to end customers. Food: Food solutions are sold to food processors in fresh red meat, smoked and processed meats, poultry, seafood, plant-based, fluids and liquids, and cheese markets worldwide. Food offers integrated packaging materials and automated equipment solutions to increase food safety, extend shelf life, reduce food waste, automate processes and optimize total cost. Its materials, automated equipment and service enables customers to reduce costs and enhance their brands in the marketplace. Food solutions are utilized by food service businesses (such as restaurants and entertainment venues) (“food service”) and food retailers (such as grocery stores and supermarkets) (“food retail”), among others. Solutions serving the food service market include products such as barrier bags and pouches, and are primarily marketed under the CRYOVAC ® trademark and other highly recognized trade names including CRYOVAC ® brand Barrier Bags, CRYOVAC ® brand Form-Fill-Seal Films, CRYOVAC ® brand Auto Pouch Systems and LIQUIBOX ® fluids and liquids systems. Solutions serving the food retail market include products such as barrier bags, film, and trays, and are primarily marketed under the CRYOVAC ® trademark and other highly recognized trade names including CRYOVAC ® brand Grip & Tear TM , CRYOVAC ® brand Darfresh ® , OptiDure™, Simple Steps ® , and CRYOVAC ® brand Barrier Bags. Protective: Protective packaging solutions are utilized across many global markets to protect goods during transit and are especially valuable to e-commerce, consumer goods, pharmaceutical and medical devices and industrial manufacturing. Protective solutions are designed to increase our customers' packaging velocity, minimize packaging waste, reduce labor dependencies and address dimensional weight challenges. Protective solutions are sold through a strategic network of distributors as well as directly to our customers, including, but not limited to, fabricators, original equipment manufacturers, contract manufacturers, logistics partners and e-commerce/fulfillment operations. Protective solutions are marketed under SEALED AIR ® brand, BUBBLE WRAP ® brand, AUTOBAG ® brand and other highly recognized trade names and product families including BUBBLE WRAP ® brand inflatable packaging, SEALED AIR ® brand performance shrink films, AUTOBAG ® brand bagging systems, Instapak ® polyurethane foam packaging solutions and Korrvu ® suspension and retention packaging. In addition, we provide temperature assurance packaging solutions under the Kevothermal TM and TempGuard TM brands. Other Revenue Recognition Considerations: 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. Revenue recognized from performance obligations satisfied in previous reporting periods was $0.8 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively. The Company does not adjust consideration in contracts with customers for the effects of a significant financing component if the Company expects that the period between transfer of a good or service and payment for that good or service will be one year or less. This is expected to be the case for the majority of the Company's contracts. |
Revenue Recognition, Contract_2
Revenue Recognition, Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts With Customers Summarized by Segment | For the three months ended March 31, 2023 and 2022, revenues from contracts with customers summarized by Segment and Geography were as follows: Three Months Ended (In millions) Food Protective Total Americas $ 566.1 $ 306.2 $ 872.3 EMEA 169.2 119.6 288.8 APAC 112.3 68.6 180.9 Topic 606 Segment Revenue 847.6 494.4 1,342.0 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 5.5 1.3 6.8 Total $ 853.1 $ 495.7 $ 1,348.8 Three Months Ended (In millions) Food Protective Total Americas $ 524.9 $ 399.9 $ 924.8 EMEA 166.6 123.8 290.4 APAC 110.4 84.6 195.0 Topic 606 Segment Revenue 801.9 608.3 1,410.2 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 5.8 1.6 7.4 Total $ 807.7 $ 609.9 $ 1,417.6 |
Opening and Closing Balances of Contract Assets and Contract Liabilities | The following contract assets and liabilities are included within Prepaid expenses and other current assets and Other current liabilities, or Other non-current liabilities on our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022: (In millions) March 31, 2023 December 31, 2022 Contract assets $ 0.4 $ 0.5 Contract liabilities $ 18.2 $ 18.2 |
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 March 31, 2023 and December 31, 2022, as well as the expected timing of recognition of that transaction price. (In millions) March 31, 2023 December 31, 2022 Short-Term (12 months or less) (1) $ 13.0 $ 13.0 Long-Term 5.2 5.2 Total transaction price $ 18.2 $ 18.2 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 sales-type lease receivable balances at March 31, 2023 and December 31, 2022 were as follows: (In millions) March 31, 2023 December 31, 2022 Short-Term (12 months or less) $ 6.4 $ 6.5 Long-Term 18.6 18.6 Lease receivables $ 25.0 $ 25.1 |
Assets and Liabilities, Lessee | The following table details our lease obligations included in our Condensed Consolidated Balance Sheets. (In millions) March 31, 2023 December 31, 2022 Other non-current assets: Finance leases - ROU assets $ 59.4 $ 55.0 Finance leases - Accumulated depreciation (32.6) (31.7) Operating lease right-of-use-assets: Operating leases - ROU assets 174.9 156.7 Operating leases - Accumulated depreciation (92.5) (86.5) Total lease assets $ 109.2 $ 93.5 Current portion of long-term debt: Finance leases $ (6.8) (7.6) Current portion of operating lease liabilities: Operating leases (27.1) (24.0) Long-term debt, less current portion: Finance leases (20.6) (16.1) Long-term operating lease liabilities, less current portion: Operating leases (58.2) (49.6) Total lease liabilities $ (112.7) $ (97.3) |
Operating Lease, Future Minimum Annual Rental Commitments | At March 31, 2023, estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows: (In millions) Finance leases Operating leases Remainder of 2023 $ 6.8 $ 23.4 2024 5.2 24.3 2025 3.6 17.8 2026 2.8 13.0 2027 2.6 6.4 Thereafter 16.6 11.1 Total lease payments 37.6 96.0 Less: Interest (10.2) (10.7) Present value of lease liabilities $ 27.4 $ 85.3 |
Finance Lease, Future Minimum Annual Rental Commitments | At March 31, 2023, estimated future minimum annual rental commitments under non-cancelable real and personal property leases were as follows: (In millions) Finance leases Operating leases Remainder of 2023 $ 6.8 $ 23.4 2024 5.2 24.3 2025 3.6 17.8 2026 2.8 13.0 2027 2.6 6.4 Thereafter 16.6 11.1 Total lease payments 37.6 96.0 Less: Interest (10.2) (10.7) Present value of lease liabilities $ 27.4 $ 85.3 |
Schedule of Lease Costs and Other Information | The following lease cost is included in our Condensed Consolidated Statements of Operations: Three Months Ended (In millions) 2023 2022 Lease cost (1) Finance leases Amortization of ROU assets $ 2.5 $ 2.7 Interest on lease liabilities 0.4 0.3 Operating leases 9.0 8.5 Short-term lease cost 0.6 0.4 Variable lease cost 1.8 1.6 Total lease cost $ 14.3 $ 13.5 (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 Statements of Operations. The following table details cash paid related to operating and finance leases included in our Condensed Consolidated Statements of Cash Flows and new right-of-use (“ROU”) assets included in our Condensed Consolidated Balance Sheets: Three Months Ended (In millions) 2023 2022 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - finance leases $ 1.1 $ 1.1 Operating cash flows - operating leases $ 9.1 $ 8.7 Financing cash flows - finance leases $ 2.3 $ 2.7 ROU assets obtained in exchange for new finance lease liabilities $ 5.9 $ 1.4 ROU assets obtained in exchange for new operating lease liabilities $ 20.8 $ 9.2 Three Months Ended 2023 2022 Weighted average information: Finance leases Remaining lease term (in years) 8.3 5.9 Discount rate 6.3 % 4.6 % Operating leases Remaining lease term (in years) 4.4 4.3 Discount rate 5.3 % 4.5 % |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Consideration transferred and the Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed | The allocation of purchase price is still preliminary as the Company finalizes the final purchase price adjustment with the seller and finalizes other aspects of the valuation including deferred taxes and intangible valuations. Preliminary estimates will be finalized within one year of the date of acquisition. Preliminary Allocation (In millions) As of February 1, 2023 Total consideration transferred $ 1,169.2 Assets acquired: Cash and cash equivalents 21.2 Trade receivables 48.6 Inventories 61.6 Prepaid expenses and other current assets 15.8 Property and equipment 101.1 Identifiable intangible assets 342.1 Operating lease right-of-use-assets 15.1 Other non-current assets 9.5 Total assets acquired $ 615.0 Liabilities assumed: Accounts payable 27.0 Current portion of long-term debt 0.1 Current portion of operating lease liabilities 3.7 Other current liabilities 28.4 Long-term debt, less current portion 5.1 Long-term operating lease liabilities, less current portion 11.4 Deferred taxes 92.2 Other non-current liabilities 6.6 Total liabilities assumed $ 174.5 Net assets acquired 440.5 Goodwill $ 728.7 |
Schedule of Identifiable Intangible Assets, net and Their Useful Life | The following table summarizes the identifiable intangible assets and their useful lives. Amount Useful life (In millions) (In years) Customer relationships $ 180.7 11.0 Trademarks and tradenames 26.0 10.0 Software 5.2 2.0 Technology 130.2 12.0 Total intangible assets with definite lives $ 342.1 |
Schedule of Financial Information | The following table presents the amounts of net sales and loss attributed to Liquibox since the acquisition date that are included in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2023: (In millions) February 1, 2023 through March 31, 2023 Net sales $ 57.3 Net loss $ (5.4) |
Unaudited Pro Forma Information | The unaudited pro forma information is not necessarily indicative of the results that might have occurred had the transaction actually taken place on January 1, 2022 and is not intended to be a projection of future results and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company. Three Months Ended (In millions) 2023 2022 Net sales $ 1,374.4 $ 1,504.3 Net earnings $ 70.0 $ 113.7 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Net Sales and Adjusted EBITDA by Reportable Segments | The following tables show Net sales and Segment Adjusted EBITDA by reportable segment: Three Months Ended (In millions) 2023 2022 Net sales: Food $ 853.1 $ 807.7 As a % of Consolidated net sales 63.2 % 57.0 % Protective 495.7 609.9 As a % of Consolidated net sales 36.8 % 43.0 % Consolidated Net sales $ 1,348.8 $ 1,417.6 Three Months Ended (In millions) 2023 2022 Segment Adjusted EBITDA: Food $ 194.8 $ 200.4 Adjusted EBITDA Margin 22.8 % 24.8 % Protective 80.4 127.4 Adjusted EBITDA Margin 16.2 % 20.9 % Total Segment Adjusted EBITDA $ 275.2 $ 327.8 |
Reconciliation of Net Earning (Loss) to Total Company Adjusted EBITDA | The following table shows a reconciliation of Segment Adjusted EBITDA to Earnings before income tax provision: Three Months Ended (In millions) 2023 2022 Food Adjusted EBITDA $ 194.8 $ 200.4 Protective Adjusted EBITDA 80.4 127.4 Corporate Adjusted EBITDA (7.9) (0.9) Interest expense, net (57.8) (38.9) Depreciation and amortization, net of adjustments (1) (68.9) (63.2) Special Items: Liquibox intangible amortization (5.0) — Liquibox inventory step-up expense (8.4) — Restructuring charges (2) 1.2 (0.5) Other restructuring associated costs 0.2 (3.1) Foreign currency exchange loss due to highly inflationary economies (2.6) (1.0) Loss on debt redemption and refinancing activities (4.9) (0.7) Impairment loss on equity investments — (15.5) Charges related to acquisition and divestiture activity (16.9) 0.9 Other Special Items (3) (7.5) 4.1 Pre-tax impact of Special Items (43.9) (15.8) Earnings before income tax provision $ 96.7 $ 209.0 (1) Depreciation and amortization by segment were as follows: Three Months Ended (In millions) 2023 2022 Food $ 46.7 $ 36.5 Protective 27.2 26.7 Total Company depreciation and amortization (i) $ 73.9 $ 63.2 Depreciation and amortization adjustments (5.0) — Depreciation and amortization, net of adjustments $ 68.9 $ 63.2 (i) Includes share-based incentive compensation of $18.0 million and $17.9 million for the three months ended March 31, 2023 and 2022, respectively. (2) Restructuring charges by segment were as follows: Three Months Ended (In millions) 2023 2022 Food $ (0.9) $ 0.6 Protective (0.3) (0.1) Total Company restructuring charges $ (1.2) $ 0.5 (3) Other Special Items for the three months ended March 31, 2023 primarily relate to a one-time, non-cash cumulative translation adjustment (CTA) loss recognized due to the wind-up of one of our legal entities. Other Special Items for the three months ended March 31, 2022, primarily relate to a one-time gain on the disposal of land in the United Kingdom (UK). |
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) March 31, 2023 December 31, 2022 Assets allocated to segments: Food $ 3,581.2 $ 2,342.6 Protective 2,731.9 2,795.7 Total segments 6,313.1 5,138.3 Assets not allocated: Cash and cash equivalents $ 303.1 $ 456.1 Income tax receivables 32.2 40.3 Other receivables 94.5 104.2 Deferred taxes 123.7 141.5 Other 489.6 334.3 Total $ 7,356.2 $ 6,214.7 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | The following table details our inventories, net. (In millions) March 31, 2023 December 31, 2022 Raw materials $ 240.3 $ 229.9 Work in process 216.2 187.1 Finished goods 505.2 449.3 Total $ 961.7 $ 866.3 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | The following table details our property and equipment, net. (In millions) March 31, 2023 December 31, 2022 Land and improvements $ 44.9 $ 44.1 Buildings 809.2 783.1 Machinery and equipment 2,731.1 2,612.3 Other property and equipment 138.7 124.5 Construction-in-progress 228.8 222.4 Property and equipment, gross 3,952.7 3,786.4 Accumulated depreciation and amortization (2,556.2) (2,510.5) Property and equipment, net $ 1,396.5 $ 1,275.9 |
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 and finance lease ROU assets. Three Months Ended (In millions) 2023 2022 Interest cost capitalized $ 2.5 $ 1.7 Depreciation and amortization expense (1) $ 40.7 $ 35.9 (1) Includes amortization expense of finance lease ROU assets of $2.5 million and $2.7 million for the three months ended March 31, 2023 and 2022, respectively. |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Balances by Segment Reporting Structure | The following table shows our goodwill balances by reportable segment: (In millions) Food Protective Total Gross Carrying Value at December 31, 2022 $ 572.2 $ 1,792.0 $ 2,364.2 Accumulated amortization (1) (49.0) (140.7) (189.7) Carrying Value at December 31, 2022 $ 523.2 $ 1,651.3 $ 2,174.5 Acquisition (2) 728.7 — 728.7 Currency translation 2.2 3.5 5.7 Carrying Value at March 31, 2023 $ 1,254.1 $ 1,654.8 $ 2,908.9 (1) There was no change to our accumulated amortization balance during the three months ended March 31, 2023. (2) Represents the allocation of goodwill related to our acquisition of Liquibox. See Note 5, "Acquisitions," for further details. |
Summary of Identifiable Intangible Assets with Indefinite Useful Lives | The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives. As of March 31, 2023, there were no impairment indicators present. March 31, 2023 December 31, 2022 (In millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 281.5 $ (51.7) $ 229.8 $ 99.5 $ (47.1) $ 52.4 Trademarks and tradenames 57.1 (15.7) 41.4 30.8 (14.4) 16.4 Software 157.5 (116.9) 40.6 147.7 (111.3) 36.4 Technology 197.6 (47.8) 149.8 67.0 (44.3) 22.7 Contracts 11.4 (9.9) 1.5 11.4 (9.8) 1.6 Total intangible assets with definite lives 705.1 (242.0) 463.1 356.4 (226.9) 129.5 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets, net $ 714.0 $ (242.0) $ 472.0 $ 365.3 $ (226.9) $ 138.4 |
Summary of Identifiable Intangible Assets with Definite Useful Lives | The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives. As of March 31, 2023, there were no impairment indicators present. March 31, 2023 December 31, 2022 (In millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 281.5 $ (51.7) $ 229.8 $ 99.5 $ (47.1) $ 52.4 Trademarks and tradenames 57.1 (15.7) 41.4 30.8 (14.4) 16.4 Software 157.5 (116.9) 40.6 147.7 (111.3) 36.4 Technology 197.6 (47.8) 149.8 67.0 (44.3) 22.7 Contracts 11.4 (9.9) 1.5 11.4 (9.8) 1.6 Total intangible assets with definite lives 705.1 (242.0) 463.1 356.4 (226.9) 129.5 Trademarks and tradenames with indefinite lives 8.9 — 8.9 8.9 — 8.9 Total identifiable intangible assets, net $ 714.0 $ (242.0) $ 472.0 $ 365.3 $ (226.9) $ 138.4 |
Remaining Estimated Future Amortization Expense | The following table shows the remaining estimated future amortization expense at March 31, 2023. Year Amount (In millions) Remainder of 2023 $ 49.8 2024 59.3 2025 51.4 2026 40.5 2027 38.9 Thereafter 223.2 Total $ 463.1 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Approved Restructuring Spending | |
Restructuring and Relocation Activities | The following table details our aggregate restructuring activities incurred under the Program as reflected in the Condensed Consolidated Statements of Operations. Three Months Ended (In millions) 2023 2022 Other associated costs $ (0.2) $ 3.1 Restructuring charges (1.2) 0.5 Total charges $ (1.4) $ 3.6 Capital expenditures $ — $ 1.9 |
Components of Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining | The aggregate restructuring accrual, spending and other activity for the three months ended March 31, 2023 and the accrual balance remaining at March 31, 2023 related to the Program were as follows: (In millions) Restructuring accrual at December 31, 2022 $ 14.7 Accrual and accrual adjustments (1.2) Cash payments during 2023 (3.3) Restructuring accrual at March 31, 2023 $ 10.2 |
Debt and Credit Facilities (Tab
Debt and Credit Facilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Total Debt Outstanding | Our total debt outstanding consisted of the amounts set forth in the following table: (In millions) Interest rate March 31, 2023 December 31, 2022 Short-term borrowings (1) $ 175.7 $ 6.6 Current portion of long-term debt (2) 14.0 434.0 Total current debt 189.7 440.6 Term Loan A due March 2027 1,139.8 506.6 Senior Notes due December 2024 5.125 % 423.7 423.5 Senior Notes due September 2025 5.500 % 398.8 398.7 Senior Secured Notes due October 2026 1.573 % 596.2 596.0 Senior Notes due December 2027 4.000 % 422.1 421.9 Senior Notes due February 2028 6.125 % 763.5 — Senior Notes due April 2029 5.000 % 421.3 421.2 Senior Notes due July 2033 6.875 % 446.5 446.4 Other (2) 28.5 23.6 Total long-term debt, less current portion (3) 4,640.4 3,237.9 Total debt (4) $ 4,830.1 $ 3,678.5 (1) Short-term borrowings of $175.7 million at March 31, 2023, were comprised of $39.0 million under our revolving credit facility, $47.0 million under our U.S. securitization program, $86.5 million under our European securitization program and $3.2 million of short-term borrowings from various lines of credit. Short-term borrowings of $6.6 million at December 31, 2022, were comprised of various lines of credit. (2) As of March 31, 2023, Current portion of long-term debt included finance lease liabilities of $6.8 million. As of December 31, 2022, Current portion of long-term debt included 4.500% senior notes due September 2023 of $426 million and finance lease liabilities of $7.6 million. Other debt includes long-term liabilities associated with our finance leases of $20.6 million and $16.1 million at March 31, 2023 and December 31, 2022, respectively. See Note 4, "Leases," for additional information on finance and operating lease liabilities. (3) Amounts are shown net of unamortized discounts and issuance costs of $39.6 million as of March 31, 2023 and $18.9 million as of December 31, 2022. (4) As of March 31, 2023, our weighted average interest rate on our short-term borrowings outstanding was 4.8% and on our long-term debt outstanding was 5.2%. As of December 31, 2022, our weighted average interest rate on our short-term borrowings outstanding was 2.8% and on our long-term debt outstanding was 4.6%. |
Lines of Credit | The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including our revolving credit facility, and the amounts available under our accounts receivable securitization programs. (In millions) March 31, 2023 December 31, 2022 Used lines of credit (1) $ 175.7 $ 6.6 Unused lines of credit 1,093.4 1,261.0 Total available lines of credit (2) $ 1,269.1 $ 1,267.6 (1) Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries. (2) Of the total available lines of credit, $1,122.0 million was committed as of March 31, 2023. |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Net Investment Hedge Non-Designated as Hedging Instruments Total (In millions) March 31, 2023 December 31, 2022 March 31, December 31, 2022 March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Derivative Assets Foreign currency forward contracts and options $ 0.9 $ 2.1 $ — $ — $ 3.2 $ 5.8 $ 4.1 $ 7.9 Total Derivative Assets $ 0.9 $ 2.1 $ — $ — $ 3.2 $ 5.8 $ 4.1 $ 7.9 Derivative Liabilities Foreign currency forward contracts $ (1.4) $ (0.8) $ — $ — $ (1.9) $ (2.4) $ (3.3) $ (3.2) Cross-currency swaps — — (0.9) — — — (0.9) — Total Derivative Liabilities (1) $ (1.4) $ (0.8) $ (0.9) $ — $ (1.9) $ (2.4) $ (4.2) $ (3.2) Net Derivatives (2) $ (0.5) $ 1.3 $ (0.9) $ — $ 1.3 $ 3.4 $ (0.1) $ 4.7 (1) Excludes €400.0 million of euro-denominated debt that was repaid in February 2023 ($426.0 million equivalent at December 31, 2022), which was designated as a net investment hedge. See Note 13, "Debt and Credit Facilities," for additional details. (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 Other Non-current Liabilities (In millions) March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Gross position $ 4.1 $ 7.9 $ (3.3) $ (3.2) $ (0.9) $ — Impact of master netting agreements (2.2) (1.1) 2.2 1.1 — — Net amounts recognized on the Condensed Consolidated Balance Sheets $ 1.9 $ 6.8 $ (1.1) $ (2.1) $ (0.9) $ — |
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 Other Non-current Liabilities (In millions) March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Gross position $ 4.1 $ 7.9 $ (3.3) $ (3.2) $ (0.9) $ — Impact of master netting agreements (2.2) (1.1) 2.2 1.1 — — Net amounts recognized on the Condensed Consolidated Balance Sheets $ 1.9 $ 6.8 $ (1.1) $ (2.1) $ (0.9) $ — |
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 Other Non-current Liabilities (In millions) March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Gross position $ 4.1 $ 7.9 $ (3.3) $ (3.2) $ (0.9) $ — Impact of master netting agreements (2.2) (1.1) 2.2 1.1 — — Net amounts recognized on the Condensed Consolidated Balance Sheets $ 1.9 $ 6.8 $ (1.1) $ (2.1) $ (0.9) $ — |
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 (In millions) Condensed Consolidated Statements of Operations 2023 2022 Derivatives designated as hedging instruments: Cash Flow Hedges: Foreign currency forward contracts Cost of sales $ 1.1 $ 1.9 Treasury locks Interest expense, net — 0.1 Sub-total cash flow hedges 1.1 2.0 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other expense, net 3.3 (0.1) Total $ 4.4 $ 1.9 |
Fair Value Measurements, Equi_2
Fair Value Measurements, Equity Investments and Other Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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. March 31, 2023 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 38.0 $ 38.0 $ — $ — Derivative financial and hedging instruments net asset (liability): Foreign currency forward contracts $ 0.8 $ — $ 0.8 $ — Cross-currency swaps $ (0.9) $ — $ (0.9) $ — December 31, 2022 (In millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 122.5 $ 122.5 $ — $ — Derivative financial and hedging instruments net asset: Foreign currency forward contracts $ 4.7 $ — $ 4.7 $ — |
Carrying Value of Investments Without Readily Determinable Fair Values | The following carrying value of these investments were included within Other non-current assets in our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022: (In millions) March 31, 2023 December 31, 2022 Carrying value at the beginning of period $ 13.3 $ 45.8 Purchases — — Impairments or downward adjustments — (31.6) Upward adjustments — — Currency translation on investments 0.3 (0.9) Carrying value at the end of period $ 13.6 $ 13.3 |
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. March 31, 2023 December 31, 2022 (In millions) Interest rate Carrying Amount Fair Value Carrying Amount Fair Value Term Loan A due March 2027 (1) $ 1,147.0 $ 1,147.0 $ 506.6 $ 506.6 Senior Notes due September 2023 (1) 4.500 % — — 426.0 427.3 Senior Notes due December 2024 5.125 % 423.7 424.4 423.5 419.7 Senior Notes due September 2025 5.500 % 398.8 398.6 398.7 398.6 Senior Secured Notes due October 2026 1.573 % 596.2 527.9 596.0 521.7 Senior Notes due December 2027 4.000 % 422.1 396.4 421.9 386.6 Senior Notes due February 2028 6.125 % 763.5 782.2 — — Senior Notes due April 2029 5.000 % 421.3 405.4 421.2 400.2 Senior Notes due July 2033 6.875 % 446.5 461.9 446.4 448.8 Other foreign borrowings (1) 89.7 89.7 6.6 6.6 Other domestic borrowings 93.9 93.3 7.9 7.9 Total debt (2) $ 4,802.7 $ 4,726.8 $ 3,654.8 $ 3,524.0 (1) Includes borrowings denominated in currencies other than U.S. dollars. |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans and Other Post-Employment Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost (Income) | The following tables show the components of net periodic benefit cost (income) for our defined benefit pension plans for the three months ended March 31, 2023 and 2022: Three Months Ended Three Months Ended (In millions) U.S. International Total U.S. International Total Components of net periodic benefit cost (income): Service cost $ — $ 0.8 $ 0.8 $ — $ 1.1 $ 1.1 Interest cost 1.8 5.2 7.0 1.0 3.0 4.0 Expected return on plan assets (1.8) (5.3) (7.1) (2.2) (5.0) (7.2) Amortization of net prior service cost — 0.1 0.1 — 0.1 0.1 Amortization of net actuarial loss 0.4 0.8 1.2 0.4 1.0 1.4 Net periodic cost (income) 0.4 1.6 2.0 (0.8) 0.2 (0.6) Settlement cost (credit) — 0.2 0.2 — (0.1) (0.1) Total benefit cost (income) $ 0.4 $ 1.8 $ 2.2 $ (0.8) $ 0.1 $ (0.7) The following table shows the components of net periodic benefit cost for our other post-retirement employee benefit plans for the three months ended March 31, 2023 and 2022: Three Months Ended (In millions) 2023 2022 Components of net periodic benefit cost: Interest cost $ 0.4 $ 0.2 Amortization of net prior service credit and net actuarial gain (0.1) (0.1) Net periodic benefit cost $ 0.3 $ 0.1 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Total Share-based Incentive Compensation Expense | The table below shows our total share-based incentive compensation expense: Three Months Ended (In millions) 2023 2022 Total share-based incentive compensation expense (1) $ 18.0 $ 17.9 |
Number of PSUs Granted and Grant Date Fair Value of PSUs | The target number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: Adjusted EBITDA CAGR ROIC February 21, 2023 grant date Number of units granted 93,343 93,343 Fair value on grant date (per unit) $ 48.46 $ 48.46 March 1, 2023 grant date Number of units granted 22,963 22,963 Fair value on grant date (per unit) $ 49.05 $ 49.05 The target number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: Environmental Goals Social February 21, 2023 grant date Number of units granted 204,172 78,528 Fair value on grant date (per unit) $ 48.55 $ 48.55 |
Summary of Assumptions Used to Calculate the Grant Date Fair Value | The assumptions used to calculate the grant date fair value of the PSUs are shown in the following table: February 21, 2023 March 1, 2023 Expected price volatility 32.9 % 31.7 % Risk-free interest rate 4.4 % 4.6 % |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Details of Comprehensive Income (Loss) | The following table provides details of comprehensive income (loss) for the three months ended March 31, 2023 and 2022: (In millions) Unrecognized Cumulative Translation Adjustment (1) Unrecognized Unrecognized Accumulated Other Balance at December 31, 2022 $ (126.3) $ (837.5) $ (18.3) $ 3.3 $ (978.8) Other comprehensive income (loss) before reclassifications 0.2 36.6 (5.5) (1.9) 29.4 Less: amounts reclassified from accumulated other comprehensive loss 1.1 — — (0.9) 0.2 Net current period other comprehensive income (loss) 1.3 36.6 (5.5) (2.8) 29.6 Balance at March 31, 2023 $ (125.0) $ (800.9) $ (23.8) $ 0.5 $ (949.2) Balance at December 31, 2021 $ (137.5) $ (760.5) $ (38.3) $ 2.4 $ (933.9) Other comprehensive (loss) income before reclassifications (0.2) 3.5 5.0 0.2 8.5 Less: amounts reclassified from accumulated other comprehensive loss 1.0 — — (1.7) (0.7) Net current period other comprehensive income (loss) 0.8 3.5 5.0 (1.5) 7.8 Balance at March 31, 2022 $ (136.7) $ (757.0) $ (33.3) $ 0.9 $ (926.1) (1) Includes gains and losses on intra-entity foreign currency transactions. The intra-entity currency translation adjustment was $7.9 million and $16.9 million for the three months ended March 31, 2023 and 2022, respectively. |
Detail of Amounts Reclassified from AOCL | The following table provides detail of amounts reclassified from AOCL: Three Months Ended (In millions) 2023 2022 Location of Amount Defined benefit pension plans and other post-employment benefits: Net settlement (cost) credit $ (0.2) $ 0.1 Actuarial losses (1.2) (1.4) Total pre-tax amount (1.4) (1.3) Other expense, net Tax benefit 0.3 0.3 Net of tax (1.1) (1.0) Net gains on cash flow hedging derivatives: (1) Foreign currency forward contracts 1.1 1.9 Cost of sales Treasury locks — 0.1 Interest expense, net Total pre-tax amount 1.1 2.0 Tax expense (0.2) (0.3) Net of tax 0.9 1.7 Total reclassifications for the period $ (0.2) $ 0.7 (1) These accumulated other comprehensive components are included in our derivative and hedging activities. See Note 14, “Derivatives and Hedging Activities,” for additional details. |
Other Expense, net (Tables)
Other Expense, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Details of Other Expense, net | The following table provides details of other expense, net: Three Months Ended (In millions) 2023 2022 Net foreign exchange transaction loss $ (4.9) $ (0.5) Bank fee expense (1.4) (1.1) Pension (cost) income other than service costs (2.1) 1.3 Fair value impairment loss on equity investments (1) — (15.5) Foreign currency exchange loss due to highly inflationary economies (2.6) (1.0) Loss on debt redemption and refinancing activities (4.9) (0.7) Other income 2.6 4.7 Other expense (1.7) (1.4) Other expense, net $ (15.0) $ (14.2) (1) See Note 15, "Fair Value Measurements, Equity Investments and Other Financial Instruments," for further details. |
Net Earnings Per Common Share (
Net Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended (In millions, except per share amounts) 2023 2022 Basic Net Earnings Per Common Share: Numerator: Net earnings $ 61.9 $ 149.2 Distributed and allocated undistributed net earnings to unvested restricted stockholders — — Net earnings available to common stockholders $ 61.9 $ 149.2 Denominator: Weighted average number of common shares outstanding - basic 144.1 147.6 Basic net earnings per common share: Basic net earnings per common share $ 0.43 $ 1.01 Diluted Net Earnings Per Common Share: Numerator: Net earnings available to common stockholders $ 61.9 $ 149.2 Denominator: Weighted average number of common shares outstanding - basic 144.1 147.6 Effect of dilutive stock shares and units 0.7 1.9 Weighted average number of common shares outstanding - diluted under treasury stock 144.8 149.5 Diluted net earnings per common share $ 0.43 $ 1.00 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) wholly-ownedSubsidiary | Mar. 31, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of wholly-owned subsidiaries | wholly-ownedSubsidiary | 2 | |
Remeasurement loss | $ | $ 2.6 | $ 1 |
Recently Adopted and Issued A_2
Recently Adopted and Issued Accounting Standards (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounts Payable [Line Items] | ||
Accounts payable | $ 826.3 | $ 865.6 |
Supply Chain Financing Program Participants | ||
Accounts Payable [Line Items] | ||
Supply chain financing program, payment period | 120 days | |
Accounts payable | $ 118 | $ 140 |
Revenue Recognition, Contract_3
Revenue Recognition, Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized from performance obligations satisfied In previous periods (decrease) increase | $ 0.8 | $ 0.2 |
Revenue recognized that was previously included in contract liability | $ 4.6 | $ 4.4 |
Revenue Recognition, Contract_4
Revenue Recognition, Contracts with Customers - Revenue from Contract With Customers Summarized by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | $ 1,342 | $ 1,410.2 |
Non-Topic 606 Revenue (Leasing: Sales-type and Operating) | 6.8 | 7.4 |
Total revenues | 1,348.8 | 1,417.6 |
Food | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | 847.6 | 801.9 |
Non-Topic 606 Revenue (Leasing: Sales-type and Operating) | 5.5 | 5.8 |
Total revenues | 853.1 | 807.7 |
Protective | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | 494.4 | 608.3 |
Non-Topic 606 Revenue (Leasing: Sales-type and Operating) | 1.3 | 1.6 |
Total revenues | 495.7 | 609.9 |
Americas | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | 872.3 | 924.8 |
Americas | Food | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | 566.1 | 524.9 |
Americas | Protective | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | 306.2 | 399.9 |
EMEA | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | 288.8 | 290.4 |
EMEA | Food | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | 169.2 | 166.6 |
EMEA | Protective | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | 119.6 | 123.8 |
APAC | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | 180.9 | 195 |
APAC | Food | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | 112.3 | 110.4 |
APAC | Protective | ||
Revenue from External Customer [Line Items] | ||
Topic 606 Segment Revenue | $ 68.6 | $ 84.6 |
Revenue Recognition, Contract_5
Revenue Recognition, Contracts with Customers - Contracts with Customer Asset and Liability (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 0.4 | $ 0.5 |
Contract liabilities | $ 18.2 | $ 18.2 |
Revenue Recognition, Contract_6
Revenue Recognition, Contracts with Customers - Remaining Performance Obligation and Total Transaction Price (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Total transaction price | $ 18.2 | $ 18.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Total transaction price | $ 13 | |
Remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Total transaction price | $ 13 | |
Remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Total transaction price | $ 5.2 | |
Remaining performance obligation, expected timing of satisfaction, period | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Total transaction price | $ 5.2 | |
Remaining performance obligation, expected timing of satisfaction, period |
Leases - Summary of Lease Payme
Leases - Summary of Lease Payments Captured in Lease Receivables (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Short-Term (12 months or less) | $ 6.4 | $ 6.5 |
Long-Term | 18.6 | 18.6 |
Lease receivables | $ 25 | $ 25.1 |
Sales-type and operating lease revenue , percentage of net trade sales (less than) | 1% | 1% |
Leases - Lease Obligations (Det
Leases - Lease Obligations (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Finance leases - ROU assets | $ 59.4 | $ 55 |
Finance leases - Accumulated depreciation | (32.6) | (31.7) |
Operating leases - ROU assets | 174.9 | 156.7 |
Operating leases - Accumulated depreciation | (92.5) | (86.5) |
Total lease assets | 109.2 | 93.5 |
Finance leases | (6.8) | (7.6) |
Operating leases | (27.1) | (24) |
Finance leases | (20.6) | (16.1) |
Operating leases | (58.2) | (49.6) |
Total lease liabilities | $ (112.7) | $ (97.3) |
Leases - Schedule of Lease Comm
Leases - Schedule of Lease Commitments (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Finance leases | |
Remainder of 2023 | $ 6.8 |
2024 | 5.2 |
2025 | 3.6 |
2026 | 2.8 |
2027 | 2.6 |
Thereafter | 16.6 |
Total lease payments | 37.6 |
Less: Interest | (10.2) |
Present value of lease liabilities | 27.4 |
Operating leases | |
Remainder of 2023 | 23.4 |
2024 | 24.3 |
2025 | 17.8 |
2026 | 13 |
2027 | 6.4 |
Thereafter | 11.1 |
Total lease payments | 96 |
Less: Interest | (10.7) |
Present value of lease liabilities | $ 85.3 |
Leases - Lease Cost and Other I
Leases - Lease Cost and Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finance leases | ||
Amortization of ROU assets | $ 2.5 | $ 2.7 |
Interest on lease liabilities | 0.4 | 0.3 |
Operating leases | 9 | 8.5 |
Short-term lease cost | 0.6 | 0.4 |
Variable lease cost | 1.8 | 1.6 |
Total lease cost | 14.3 | 13.5 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows - finance leases | 1.1 | 1.1 |
Operating cash flows - operating leases | 9.1 | 8.7 |
Financing cash flows - finance leases | 2.3 | 2.7 |
ROU assets obtained in exchange for new lease liabilities | ||
ROU assets obtained in exchange for new finance lease liabilities | 5.9 | 1.4 |
ROU assets obtained in exchange for new operating lease liabilities | $ 20.8 | $ 9.2 |
Finance leases | ||
Remaining lease term (in years) | 8 years 3 months 18 days | 5 years 10 months 24 days |
Discount rate | 6.30% | 4.60% |
Operating leases | ||
Remaining lease term (in years) | 4 years 4 months 24 days | 4 years 3 months 18 days |
Discount rate | 5.30% | 4.50% |
Acquisitions - Acquisitions Nar
Acquisitions - Acquisitions Narrative (Details) - USD ($) $ in Millions | Feb. 01, 2023 | Feb. 02, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,908.9 | $ 2,174.5 | ||
Liquibox | ||||
Business Acquisition [Line Items] | ||||
Percentage of shares acquired | 100% | |||
Acquisition purchase price paid | $ 1,169.2 | |||
Acquisition related costs | 11.9 | |||
Goodwill | 728.7 | |||
Allocation to deferred tax liability | $ 92.2 | |||
Foxpak Flexibles Ltd. | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price paid | $ 9.7 | |||
Goodwill | 5.2 | |||
Allocation to intangible assets | 2.7 | |||
Allocation to deferred tax liability | $ 0.3 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Feb. 01, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities: | |||
Goodwill | $ 2,908.9 | $ 2,174.5 | |
Liquibox | |||
Business Acquisition [Line Items] | |||
Total consideration transferred | $ 1,169.2 | ||
Assets: | |||
Cash and cash equivalents | 21.2 | ||
Trade receivables | 48.6 | ||
Inventories | 61.6 | ||
Prepaid expenses and other current assets | 15.8 | ||
Property and equipment | 101.1 | ||
Identifiable intangible assets | 342.1 | ||
Operating lease right-of-use-assets | 15.1 | ||
Other non-current assets | 9.5 | ||
Total assets acquired | 615 | ||
Liabilities: | |||
Accounts payable | 27 | ||
Current portion of long-term debt | 0.1 | ||
Current portion of operating lease liabilities | 3.7 | ||
Other current liabilities | 28.4 | ||
Long-term debt, less current portion | 5.1 | ||
Long-term operating lease liabilities, less current portion | 11.4 | ||
Deferred taxes | 92.2 | ||
Other non-current liabilities | 6.6 | ||
Total liabilities assumed | 174.5 | ||
Net assets acquired | 440.5 | ||
Goodwill | $ 728.7 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets and Useful Lives (Details) - Liquibox $ in Millions | Feb. 01, 2023 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets | $ 342.1 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets | $ 180.7 |
Useful life | 11 years |
Trademarks and tradenames | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets | $ 26 |
Useful life | 10 years |
Software | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets | $ 5.2 |
Useful life | 2 years |
Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets | $ 130.2 |
Useful life | 12 years |
Acquisitions - Net Sales and Lo
Acquisitions - Net Sales and Loss Since Acquisition (Details) - Liquibox $ in Millions | 2 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Net sales | $ 57.3 |
Net loss | $ (5.4) |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Liquibox - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||
Net sales | $ 1,374.4 | $ 1,504.3 |
Net earnings | $ 70 | $ 113.7 |
Segments - Additional Informati
Segments - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Consolidated Net sales | $ 1,348.8 | $ 1,417.6 |
Segment Adjusted EBITDA: | 275.2 | 327.8 |
Food | ||
Segment Reporting Information [Line Items] | ||
Consolidated Net sales | $ 853.1 | $ 807.7 |
Food and Protective Adjusted EBITDA Margin | 22.80% | 24.80% |
Food | Product Concentration Risk | Net Sales | ||
Segment Reporting Information [Line Items] | ||
As a % of Consolidated net sales | 63.20% | 57% |
Food | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Consolidated Net sales | $ 853.1 | $ 807.7 |
Segment Adjusted EBITDA: | 194.8 | 200.4 |
Protective | ||
Segment Reporting Information [Line Items] | ||
Consolidated Net sales | $ 495.7 | $ 609.9 |
Food and Protective Adjusted EBITDA Margin | 16.20% | 20.90% |
Protective | Product Concentration Risk | Net Sales | ||
Segment Reporting Information [Line Items] | ||
As a % of Consolidated net sales | 36.80% | 43% |
Protective | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Consolidated Net sales | $ 495.7 | $ 609.9 |
Segment Adjusted EBITDA: | $ 80.4 | $ 127.4 |
Segments - Reconciliation of Ne
Segments - Reconciliation of Net Earnings to Total Company Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA | $ 275.2 | $ 327.8 |
Interest expense, net | (57.8) | (38.9) |
Depreciation and amortization, net of adjustments | (68.9) | (63.2) |
Special items | ||
Restructuring charges | 1.2 | (0.5) |
Other restructuring associated costs | 0.2 | (3.1) |
Foreign currency exchange loss due to highly inflationary economies | (2.6) | (1) |
Loss on debt redemption and refinancing activities | (4.9) | (0.7) |
Impairment loss on equity investments | 0 | (15.5) |
Charges related to acquisition and divestiture activity | (16.9) | 0.9 |
Other Special Items | (7.5) | 4.1 |
Pre-tax impact of Special Items | (43.9) | (15.8) |
Earnings before income tax provision | 96.7 | 209 |
Liquibox | ||
Special items | ||
Liquibox intangible amortization | (5) | 0 |
Liquibox inventory step-up expense | (8.4) | 0 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA | (7.9) | (0.9) |
Food | ||
Special items | ||
Restructuring charges | 0.9 | (0.6) |
Food | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA | 194.8 | 200.4 |
Protective | ||
Special items | ||
Restructuring charges | 0.3 | 0.1 |
Protective | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA | $ 80.4 | $ 127.4 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Depreciation and Amortization [Abstract] | ||
Total Company depreciation and amortization | $ 73.9 | $ 63.2 |
Depreciation and amortization adjustments | (5) | 0 |
Depreciation and amortization | 68.9 | 63.2 |
Share-based incentive compensation | 18 | 17.9 |
Total Company restructuring charges | (1.2) | 0.5 |
Food | ||
Depreciation and Amortization [Abstract] | ||
Total Company restructuring charges | (0.9) | 0.6 |
Food | Operating Segments | ||
Depreciation and Amortization [Abstract] | ||
Total Company depreciation and amortization | 46.7 | 36.5 |
Protective | ||
Depreciation and Amortization [Abstract] | ||
Total Company restructuring charges | (0.3) | (0.1) |
Protective | Operating Segments | ||
Depreciation and Amortization [Abstract] | ||
Total Company depreciation and amortization | $ 27.2 | $ 26.7 |
Segments - Assets by Reportable
Segments - Assets by Reportable Segments (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets not allocated: | |||
Cash and cash equivalents | $ 303.1 | $ 456.1 | $ 561 |
Income tax receivables | 32.2 | 40.3 | |
Other receivables | 94.5 | 104.2 | |
Deferred taxes | 123.7 | 141.5 | |
Other | 305.6 | 297.4 | |
Total assets | 7,356.2 | 6,214.7 | |
Assets allocated to segments: | |||
Assets allocated to segments: | |||
Assets allocated to segments | 6,313.1 | 5,138.3 | |
Assets allocated to segments: | Food | |||
Assets allocated to segments: | |||
Assets allocated to segments | 3,581.2 | 2,342.6 | |
Assets allocated to segments: | Protective | |||
Assets allocated to segments: | |||
Assets allocated to segments | 2,731.9 | 2,795.7 | |
Assets not allocated: | |||
Assets not allocated: | |||
Cash and cash equivalents | 303.1 | 456.1 | |
Income tax receivables | 32.2 | 40.3 | |
Other receivables | 94.5 | 104.2 | |
Deferred taxes | 123.7 | 141.5 | |
Other | 489.6 | 334.3 | |
Total assets | $ 7,356.2 | $ 6,214.7 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 240.3 | $ 229.9 |
Work in process | 216.2 | 187.1 |
Finished goods | 505.2 | 449.3 |
Total | $ 961.7 | $ 866.3 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, net (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Land and improvements | $ 44.9 | $ 44.1 |
Buildings | 809.2 | 783.1 |
Machinery and equipment | 2,731.1 | 2,612.3 |
Other property and equipment | 138.7 | 124.5 |
Construction-in-progress | 228.8 | 222.4 |
Property and equipment, gross | 3,952.7 | 3,786.4 |
Accumulated depreciation and amortization | (2,556.2) | (2,510.5) |
Property and equipment, net | $ 1,396.5 | $ 1,275.9 |
Property and Equipment, net - I
Property and Equipment, net - Interest Cost Capitalized and Depreciation and Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Interest cost capitalized | $ 2.5 | $ 1.7 |
Depreciation and amortization expense | 40.7 | 35.9 |
Amortization of finance lease ROU assets | $ 2.5 | $ 2.7 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangible Assets, net - Summary of Goodwill Balances by Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Gross Carrying Value | $ 2,364.2 | |
Accumulated impairment | $ (189.7) | |
Carrying Value | 2,174.5 | |
Acquisition | 728.7 | |
Currency translation | 5.7 | |
Carrying Value | 2,908.9 | |
Food | ||
Goodwill [Roll Forward] | ||
Gross Carrying Value | 572.2 | |
Accumulated impairment | (49) | |
Carrying Value | 523.2 | |
Acquisition | 728.7 | |
Currency translation | 2.2 | |
Carrying Value | 1,254.1 | |
Protective | ||
Goodwill [Roll Forward] | ||
Gross Carrying Value | 1,792 | |
Accumulated impairment | $ (140.7) | |
Carrying Value | 1,651.3 | |
Acquisition | 0 | |
Currency translation | 3.5 | |
Carrying Value | $ 1,654.8 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangible Assets, net - Summary of Identifiable Intangible Assets, net (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 705.1 | $ 356.4 |
Accumulated Amortization | (242) | (226.9) |
Net | 463.1 | 129.5 |
Total identifiable intangible assets, net | ||
Gross Carrying Value | 714 | 365.3 |
Net | 472 | 138.4 |
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 | 281.5 | 99.5 |
Accumulated Amortization | (51.7) | (47.1) |
Net | 229.8 | 52.4 |
Trademarks and tradenames with indefinite lives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 57.1 | 30.8 |
Accumulated Amortization | (15.7) | (14.4) |
Net | 41.4 | 16.4 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 157.5 | 147.7 |
Accumulated Amortization | (116.9) | (111.3) |
Net | 40.6 | 36.4 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 197.6 | 67 |
Accumulated Amortization | (47.8) | (44.3) |
Net | 149.8 | 22.7 |
Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 11.4 | 11.4 |
Accumulated Amortization | (9.9) | (9.8) |
Net | $ 1.5 | $ 1.6 |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangible Assets, net - Remaining Estimated Future Amortization Expense (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Year | ||
Remainder of 2023 | $ 49.8 | |
2024 | 59.3 | |
2025 | 51.4 | |
2026 | 40.5 | |
2027 | 38.9 | |
Thereafter | 223.2 | |
Net | $ 463.1 | $ 129.5 |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization Programs (Details) | 3 Months Ended | |||
Mar. 31, 2023 USD ($) bank | Mar. 31, 2022 USD ($) | Mar. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | |
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||
Outstanding borrowings | $ 175,700,000 | $ 6,600,000 | ||
Prepaid expenses and other current assets | 193,800,000 | 57,500,000 | ||
Interest paid | 57,800,000 | $ 38,900,000 | ||
Line of Credit | ||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||
Outstanding borrowings | 175,700,000 | 6,600,000 | ||
U.S. Accounts Receivable Securitization Program | Line of Credit | ||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||
Outstanding borrowings | $ 47,000,000 | 0 | ||
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 | 50,000,000 | |||
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 | |||
European Accounts Receivable Securitization Program | Trade Accounts Receivable | ||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||
Prepaid expenses and other current assets | 86,500,000 | € 79,300,000 | ||
European Accounts Receivable Securitization Program | Line of Credit | ||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||
Outstanding borrowings | $ 86,500,000 | 79,300,000 | ||
European Accounts Receivable Securitization Program | European 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 | |||
Amounts available under program | $ 87,200,000 | 80,000,000 | ||
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 | 87,200,000 | € 80,000,000 | ||
Accounts Receivable Securitization Programs | ||||
Qualitative And Quantitative Information Transferors Continuing Involvement [Line Items] | ||||
Outstanding borrowings | 0 | $ 0 | ||
Interest paid | $ 900,000 | $ 0 |
Accounts Receivable Factoring_2
Accounts Receivable Factoring Agreements (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Transfers and Servicing [Abstract] | ||
Gross amounts factored under program | $ 194.5 | $ 172.1 |
Fees associated with transfer of receivables | $ 3 | $ 1.3 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring (income) charges | $ (1.2) | $ 0.5 | |
Other restructuring associated (income) costs | (0.2) | 3.1 | |
Restructuring accrual expected to pay | 11.8 | $ 14.7 | |
Restructuring accrual | 10.2 | $ 14.7 | |
Food | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring (income) charges | (0.9) | 0.6 | |
Restructuring accrual | 3.8 | ||
Food | Liquibox | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring accrual | 1.6 | ||
Protective | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring (income) charges | (0.3) | $ (0.1) | |
Restructuring accrual | 6.4 | ||
Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Other restructuring associated (income) costs | (0.2) | ||
Restructuring accrual expected to pay | $ 10.2 |
Restructuring Activities - Summ
Restructuring Activities - Summary of Restructuring Activities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Other associated costs | $ (0.2) | $ 3.1 |
Restructuring charges | (1.2) | 0.5 |
Total charges | (1.4) | 3.6 |
Capital expenditures | 0 | 1.9 |
Continuing Operations | ||
Restructuring Cost and Reserve [Line Items] | ||
Other associated costs | (0.2) | 3.1 |
Restructuring charges | $ (1.2) | $ 0.5 |
Restructuring Activities - Rest
Restructuring Activities - Restructuring Accrual, Spending and Other Activity and Accrual Balance Remaining (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring accrual at beginning of period | $ 14.7 |
Accrual and accrual adjustments | (1.2) |
Cash payments during period | (3.3) |
Restructuring accrual at end of period | $ 10.2 |
Debt and Credit Facilities - To
Debt and Credit Facilities - Total Debt Outstanding (Details) € in Millions | Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |||
Short-term borrowings | $ 175,700,000 | $ 6,600,000 | |
Current portion of long-term debt | 14,000,000 | 434,000,000 | |
Total current debt | 189,700,000 | 440,600,000 | |
Other | 28,500,000 | 23,600,000 | |
Total long-term debt, less current portion | 4,640,400,000 | 3,237,900,000 | |
Total debt | 4,830,100,000 | 3,678,500,000 | |
Finance lease liability, current | 6,800,000 | 7,600,000 | |
Finance lease liability, noncurrent | 20,600,000 | 16,100,000 | |
Unamortized discounts ands issuance costs | $ 39,600,000 | $ 18,900,000 | |
Short-term debt, weighted average interest rate | 4.80% | 4.80% | 2.80% |
Long-term debt, weighted average interest rate | 5.20% | 5.20% | 4.60% |
Senior Notes due December 2024 | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 5.125% | 5.125% | |
Senior notes | $ 423,700,000 | $ 423,500,000 | |
Senior Notes due September 2025 | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 5.50% | 5.50% | |
Senior notes | $ 398,800,000 | 398,700,000 | |
Senior Secured Notes due October 2026 | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 1.573% | 1.573% | |
Senior notes | $ 596,200,000 | 596,000,000 | |
Senior Notes due December 2027 | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 4% | 4% | |
Senior notes | $ 422,100,000 | 421,900,000 | |
Senior Notes due April 2029 | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 5% | 5% | |
Senior notes | $ 421,300,000 | 421,200,000 | |
Senior Notes due February 2028 | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 6.125% | 6.125% | |
Senior notes | $ 763,500,000 | 0 | |
Senior Notes due July 2033 | |||
Debt Instrument [Line Items] | |||
Debt interest rate | 6.875% | 6.875% | |
Senior notes | $ 446,500,000 | 446,400,000 | |
Senior Notes due September 2023 | |||
Debt Instrument [Line Items] | |||
Current portion of long-term debt | $ 426,000,000 | ||
Debt interest rate | 4.50% | ||
Term Loan A due March 2027 | |||
Debt Instrument [Line Items] | |||
Term loans | 1,139,800,000 | $ 506,600,000 | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Short-term borrowings | 175,700,000 | 6,600,000 | |
Line of Credit | U.S. Accounts Receivable Securitization Program | |||
Debt Instrument [Line Items] | |||
Short-term borrowings | 47,000,000 | $ 0 | |
Line of Credit | European Accounts Receivable Securitization Program | |||
Debt Instrument [Line Items] | |||
Short-term borrowings | 86,500,000 | € 79.3 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Short-term borrowings | 39,000,000 | ||
Line of Credit | Revolving Credit Facility, Various | |||
Debt Instrument [Line Items] | |||
Short-term borrowings | $ 3,200,000 |
Debt and Credit Facilities - Su
Debt and Credit Facilities - Summary of Available Lines of Credit (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Used lines of credit | $ 175.7 | $ 6.6 |
Unused lines of credit | 1,093.4 | 1,261 |
Total available lines of credit | 1,269.1 | $ 1,267.6 |
Committed Line of Credit Facilities | ||
Line of Credit Facility [Line Items] | ||
Total available lines of credit | $ 1,122 |
Debt and Credit Facilities - Am
Debt and Credit Facilities - Amended and Restated Senior Secured Credit Facility (Details) £ in Millions, $ in Millions | 3 Months Ended | |||||
Feb. 01, 2023 USD ($) | Mar. 25, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 08, 2022 USD ($) | Mar. 25, 2022 GBP (£) | |
Line of Credit Facility [Line Items] | ||||||
Loss on debt redemption and refinancing activities | $ 4.9 | $ 0.7 | ||||
Accelerated amortization of original issuance discount | 0.4 | |||||
Fourth Amended and Restated Credit Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Payments of lender and third-party fees for debt modification | $ 11 | 1.2 | ||||
Revolving credit facilities | $ 650 | |||||
Loss on debt redemption and refinancing activities | 0.7 | |||||
Non-lender fees | 0.3 | |||||
Payment of lender and non-lender fees and other | 3 | |||||
Amortization expense | $ 0.7 | $ 0.4 | ||||
Fourth Amended and Restated Credit Agreement | Minimum | Secured Overnight Financing Rate (SOFR) | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1% | |||||
Fourth Amended and Restated Credit Agreement | Maximum | Secured Overnight Financing Rate (SOFR) | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Fourth Amended and Restated Credit Agreement | U.S. term loan A facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facilities | $ 475 | |||||
Fourth Amended and Restated Credit Agreement | Pound sterling term loan A facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facilities | £ | £ 27.2 | |||||
Fourth Amended and Restated Credit Agreement | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving credit facilities | $ 1,000 |
Debt and Credit Facilities - Se
Debt and Credit Facilities - Senior Notes (Details) - USD ($) $ in Millions | 3 Months Ended | ||||||
Jan. 31, 2023 | Jan. 27, 2023 | Apr. 19, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 4.9 | $ 0.7 | |||||
Accelerated amortization of non-lender fees | $ 0.4 | ||||||
Senior Notes due February 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 6.125% | ||||||
Senior Notes due February 2028 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument aggregate principal | $ 775 | ||||||
Debt interest rate | 6.125% | ||||||
Debt issuance costs capitalized | $ 11.8 | ||||||
Redemption price, percentage | 100% | ||||||
Redemption price, percentage of principal amount redeemed (up to) | 40% | ||||||
Senior Notes due September 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 4.50% | ||||||
Senior Notes due September 2023 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 4.50% | ||||||
Loss on extinguishment of debt | $ (4.9) | ||||||
Debt premium | 4.5 | ||||||
Accelerated amortization of non-lender fees | $ 0.4 | ||||||
Senior Notes due April 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 5% | ||||||
Senior Notes due April 2029 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument aggregate principal | $ 425 | ||||||
Debt interest rate | 5% | ||||||
Debt issuance costs capitalized | $ 4.2 | ||||||
Senior Notes due April 2029 | Senior Notes | Redemption, period, one | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price, percentage | 100% | ||||||
Senior Notes due April 2029 | Senior Notes | Redemption, period two | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price, percentage of principal amount redeemed (up to) | 40% | ||||||
Senior Notes due April 2023 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 5.25% | ||||||
Loss on extinguishment of debt | $ (10.5) | ||||||
Debt premium | $ 9.6 | ||||||
Accelerated amortization of non-lender fees | $ 0.9 | ||||||
Debt repurchase amount | 435.9 | ||||||
Repurchased principal amount | 425 | ||||||
Accrued interest | $ 1.3 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 USD ($) derivative | Mar. 31, 2022 USD ($) | Dec. 31, 2022 derivative | Dec. 31, 2015 EUR (€) | |
Derivative [Line Items] | ||||
Derivative interest income | $ 4.4 | $ 1.9 | ||
4.50% Senior Notes due September 2023 | ||||
Derivative [Line Items] | ||||
Debt interest rate | 4.50% | |||
Foreign currency forward contracts | Designated as hedging instruments | ||||
Derivative [Line Items] | ||||
Maximum original maturity of foreign currency forward contracts | 12 months | |||
Net unrealized gain (loss) related to cash flow hedging activities | $ 1.1 | (1.5) | ||
Estimate of net unrealized derivative losses included in AOCI to be reclassified into earnings in next twelve months | $ (0.3) | |||
Foreign currency forward contracts | Derivatives not designated as hedging instruments | ||||
Derivative [Line Items] | ||||
Maximum original maturity of foreign currency forward contracts | 12 months | |||
Derivative interest income | $ 3.3 | $ (0.1) | ||
Interest rate swaps | ||||
Derivative [Line Items] | ||||
Number of derivative instruments outstanding | derivative | 0 | 0 | ||
EUR - Denominated debt | Net investment hedge | 4.50% Senior Notes due September 2023 | ||||
Derivative [Line Items] | ||||
Debt instrument aggregate principal | € | € 400,000,000 | |||
Debt interest rate | 4.50% | |||
Cross-currency swaps | ||||
Derivative [Line Items] | ||||
Notional amount of outstanding derivative | $ 432.8 | |||
Cross-currency swaps | Net investment hedge | ||||
Derivative [Line Items] | ||||
Derivative liability | 0.9 | |||
Derivative interest income | $ 0.5 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Fair Value of Derivative Instruments (Details) € in Millions, $ in Millions | Mar. 31, 2023 USD ($) | Feb. 28, 2023 EUR (€) | Dec. 31, 2022 USD ($) |
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | $ 4.1 | $ 7.9 | |
Total Derivative Liabilities | (4.2) | (3.2) | |
Net Derivatives | (0.1) | 4.7 | |
Long-term debt | 4,640.4 | 3,237.9 | |
Foreign currency forward contracts | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 4.1 | 7.9 | |
Total Derivative Liabilities | (3.3) | (3.2) | |
Cross-currency swaps | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Liabilities | (0.9) | 0 | |
Net investment hedge | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 0 | 0 | |
Total Derivative Liabilities | (0.9) | 0 | |
Net Derivatives | (0.9) | 0 | |
Net investment hedge | Foreign currency forward contracts | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 0 | 0 | |
Total Derivative Liabilities | 0 | 0 | |
Net investment hedge | Cross-currency swaps | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Liabilities | (0.9) | 0 | |
Designated as hedging instruments | Foreign currency forward contracts | |||
Derivatives not designated as hedging instruments: | |||
Long-term debt | € 400 | 426 | |
Designated as hedging instruments | Cash Flow Hedge | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 0.9 | 2.1 | |
Total Derivative Liabilities | (1.4) | (0.8) | |
Net Derivatives | (0.5) | 1.3 | |
Designated as hedging instruments | Cash Flow Hedge | Foreign currency forward contracts | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 0.9 | 2.1 | |
Total Derivative Liabilities | (1.4) | (0.8) | |
Designated as hedging instruments | Cash Flow Hedge | Cross-currency swaps | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Liabilities | 0 | 0 | |
Non-Designated as Hedging Instruments | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 3.2 | 5.8 | |
Total Derivative Liabilities | (1.9) | (2.4) | |
Net Derivatives | 1.3 | 3.4 | |
Non-Designated as Hedging Instruments | Foreign currency forward contracts | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Assets | 3.2 | 5.8 | |
Total Derivative Liabilities | (1.9) | (2.4) | |
Non-Designated as Hedging Instruments | Cross-currency swaps | |||
Derivatives not designated as hedging instruments: | |||
Total Derivative Liabilities | $ 0 | $ 0 |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Offsetting Assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Offsetting Assets [Line Items] | ||
Gross position | $ 4.1 | $ 7.9 |
Net amounts recognized on the Condensed Consolidated Balance Sheets | 1.9 | 6.8 |
Other Current Assets | ||
Offsetting Assets [Line Items] | ||
Gross position | 4.1 | 7.9 |
Impact of master netting agreements | $ (2.2) | $ (1.1) |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities - Offsetting Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Offsetting Liabilities [Line Items] | ||
Gross position | $ (4.2) | $ (3.2) |
Other Current Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross position | (3.3) | (3.2) |
Impact of master netting agreements | 2.2 | 1.1 |
Net amounts recognized on the Condensed Consolidated Balance Sheets | (1.1) | (2.1) |
Other Noncurrent Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross position | (0.9) | 0 |
Impact of master netting agreements | 0 | 0 |
Net amounts recognized on the Condensed Consolidated Balance Sheets | $ (0.9) | $ 0 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | $ 4.4 | $ 1.9 |
Derivatives not designated as hedging instruments | Foreign currency forward contracts | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 3.3 | (0.1) |
Cash Flow Hedge | Derivatives designated as hedging instruments | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 1.1 | 2 |
Cash Flow Hedge | Derivatives designated as hedging instruments | Foreign currency forward contracts | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | 1.1 | 1.9 |
Cash Flow Hedge | Derivatives designated as hedging instruments | Treasury locks | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | $ 0 | $ 0.1 |
Fair Value Measurements, Equi_3
Fair Value Measurements, Equity Investments and Other Financial Instruments - Fair Value Hierarchy of Financial Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 38 | $ 122.5 |
Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0.8 | 4.7 |
Cross-currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | (0.9) | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 38 | 122.5 |
Level 1 | Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0 | 0 |
Level 1 | Cross-currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0.8 | 4.7 |
Level 2 | Cross-currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | (0.9) | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | Foreign currency forward contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | 0 | $ 0 |
Level 3 | Cross-currency swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative financial and hedging instruments net asset (liability) | $ 0 |
Fair Value Measurements, Equi_4
Fair Value Measurements, Equity Investments and Other Financial Instruments - Schedule of Equity Investment Without Readily Determinable Fair Value (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Equity Securities without Readily Determinable Fair Value [Roll Forward] | |||
Carrying value at the beginning of period | $ 13.3 | $ 45.8 | $ 45.8 |
Purchases | 0 | 0 | |
Impairments or downward adjustments | 0 | $ (16.1) | (31.6) |
Upward adjustments | 0 | 0 | |
Currency translation on investments | 0.3 | (0.9) | |
Carrying value at the end of period | $ 13.6 | $ 13.3 |
Fair Value Measurements, Equi_5
Fair Value Measurements, Equity Investments and Other Financial Instruments - Equity Investment Without Readily Determinable Fair Value Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Equity investment fair value | $ 13.6 | $ 13.3 | $ 45.8 | ||||
Additional investment | 0 | $ 1.3 | |||||
Upward adjustments | 0 | 0 | |||||
Impairments or downward adjustments | 0 | $ 16.1 | 31.6 | ||||
Cumulative upward adjustment | 21.7 | 21.7 | |||||
Cumulative downward adjustment | 31.6 | $ 31.6 | |||||
Cumulative adjustment, net | $ 9.9 | ||||||
Equity Securities | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Equity investment fair value | $ 0 | 31.6 | |||||
Additional investment | $ 9 | $ 7.5 | |||||
Upward adjustments | $ 15.1 | ||||||
Impairments or downward adjustments | $ 15.5 |
Fair Value Measurements, Equi_6
Fair Value Measurements, Equity Investments and Other Financial Instruments - Carrying Amounts and Estimated Fair Values of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
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 Secured Notes due October 2026 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 1.573% | |
Senior Notes due December 2027 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 4% | |
Senior Notes due February 2028 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 6.125% | |
Senior Notes due April 2029 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt interest rate | 5% | |
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 | $ 89.7 | $ 6.6 |
Other domestic borrowings | 93.9 | 7.9 |
Total debt | 4,802.7 | 3,654.8 |
Carrying Amount | Senior Notes due September 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 0 | 426 |
Carrying Amount | Senior Notes due December 2024 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 423.7 | 423.5 |
Carrying Amount | Senior Notes due September 2025 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 398.8 | 398.7 |
Carrying Amount | Senior Secured Notes due October 2026 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 596.2 | 596 |
Carrying Amount | Senior Notes due December 2027 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 422.1 | 421.9 |
Carrying Amount | Senior Notes due February 2028 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 763.5 | 0 |
Carrying Amount | Senior Notes due April 2029 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 421.3 | 421.2 |
Carrying Amount | Senior Notes due July 2033 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 446.5 | 446.4 |
Carrying Amount | Term Loan A due March 2027 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 1,147 | 506.6 |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other foreign borrowings | 89.7 | 6.6 |
Other domestic borrowings | 93.3 | 7.9 |
Total debt | 4,726.8 | 3,524 |
Fair Value | Senior Notes due September 2023 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 0 | 427.3 |
Fair Value | Senior Notes due December 2024 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 424.4 | 419.7 |
Fair Value | Senior Notes due September 2025 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 398.6 | 398.6 |
Fair Value | Senior Secured Notes due October 2026 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 527.9 | 521.7 |
Fair Value | Senior Notes due December 2027 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 396.4 | 386.6 |
Fair Value | Senior Notes due February 2028 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 782.2 | 0 |
Fair Value | Senior Notes due April 2029 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 405.4 | 400.2 |
Fair Value | Senior Notes due July 2033 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | 461.9 | 448.8 |
Fair Value | Term Loan A due March 2027 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 1,147 | $ 506.6 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Components of net periodic benefit cost (income): | ||
Service cost | $ 0.8 | $ 1.1 |
Interest cost | 7 | 4 |
Expected return on plan assets | (7.1) | (7.2) |
Amortization of net prior service cost | 0.1 | 0.1 |
Amortization of net actuarial loss | 1.2 | 1.4 |
Net periodic cost (income) | 2 | (0.6) |
Settlement cost (credit) | 0.2 | (0.1) |
Total benefit cost (income) | 2.2 | (0.7) |
U.S. | ||
Components of net periodic benefit cost (income): | ||
Service cost | 0 | 0 |
Interest cost | 1.8 | 1 |
Expected return on plan assets | (1.8) | (2.2) |
Amortization of net prior service cost | 0 | 0 |
Amortization of net actuarial loss | 0.4 | 0.4 |
Net periodic cost (income) | 0.4 | (0.8) |
Settlement cost (credit) | 0 | 0 |
Total benefit cost (income) | 0.4 | (0.8) |
International | ||
Components of net periodic benefit cost (income): | ||
Service cost | 0.8 | 1.1 |
Interest cost | 5.2 | 3 |
Expected return on plan assets | (5.3) | (5) |
Amortization of net prior service cost | 0.1 | 0.1 |
Amortization of net actuarial loss | 0.8 | 1 |
Net periodic cost (income) | 1.6 | 0.2 |
Settlement cost (credit) | 0.2 | (0.1) |
Total benefit cost (income) | $ 1.8 | $ 0.1 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 7 | $ 4 |
Net periodic cost (income) | 2 | (0.6) |
Other post-retirement employee benefit plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 0.4 | 0.2 |
Amortization of net prior service credit and net actuarial gain | (0.1) | (0.1) |
Net periodic cost (income) | $ 0.3 | $ 0.1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Apr. 20, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate, percent | 35% | 28.40% | ||
Increase in unrecognized tax benefits | $ 6.8 | $ 6.3 | ||
Settlement agreement (as defined therein) with taxing authority | $ 1,490 | |||
Decrease in U.S. federal tax liability | $ 525 | |||
Subsequent Event | ||||
Income Tax Examination [Line Items] | ||||
Deposit with IRS for estimated tax owed | $ 175 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Apr. 20, 2023 USD ($) | Oct. 14, 2022 USD ($) | Sep. 09, 2022 USD ($) | Jul. 13, 2020 investment | Feb. 03, 2014 USD ($) shares | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Tax settlement deductions under examination | $ 1,490 | ||||||
Decrease in U.S. federal tax liability | $ 525 | ||||||
UA Local 13 & Employers Group Insurance Fund, Class Action | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of plaintiffs | investment | 4 | ||||||
Litigation settlement amount | $ 12.5 | ||||||
Insurance receivable | $ 12.5 | ||||||
Litigation liability | $ 12.5 | ||||||
Gain from class-action litigation settlement | $ 12.5 | ||||||
Subsequent Event | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Deposit with IRS for estimated tax owed | $ 175 | ||||||
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 | shares | 18,000,000 | ||||||
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' Equity - Repurcha
Stockholders' Equity - Repurchase of Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||||
Mar. 31, 2023 | Mar. 31, 2022 | Aug. 02, 2021 | May 31, 2018 | Mar. 31, 2017 | Jul. 31, 2015 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 1,000 | $ 1,500 | $ 1,500 | |||
Stock repurchase program, remaining authorizations | $ 536.5 | |||||
Number of shares repurchased (in shares) | 1,529,575 | 3,042,696 | ||||
Value of shares repurchased | $ 79.8 | $ 200 | ||||
Shares acquired, average price per share (in usd per share) | $ 52.20 | $ 65.74 | ||||
New Share Repurchase Program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 1,000 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Feb. 22, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Equity [Abstract] | |||
Quarterly cash dividend (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 |
Amount of quarterly cash dividend declared | $ 28.9 |
Stockholders' Equity - Share-ba
Stockholders' Equity - Share-based Compensation Omnibus Incentive Plan (Details) - 2014 Omnibus Incentive Plan - shares | 12 Months Ended | ||
Dec. 31, 2021 | 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) | 2,999,054 | 2,199,114 |
Stockholders' Equity - Total Sh
Stockholders' Equity - Total Share-based Incentive Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Total share-based incentive compensation expense | $ 18 | $ 17.9 |
Stockholders' Equity - PSU Awar
Stockholders' Equity - PSU Awards (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
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 | ||
Cumulative average growth rate period | 3 years | ||
Percentage of ESG target awards weighted to sustainability goals | 75% | ||
Percentage of target ESG awards weighted to social goals | 25% | ||
Share-based incentive compensation | $ 18 | $ 17.9 | |
2023 Three year PSU Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
PSU awards performance period | 3 years | ||
Weighted average return on total shareholders, EBITDA | 50% | ||
Weighted average net sales compound average growth rate on capital | 50% | ||
Achievement of each performance metric upward or downward, percentage adjustment (up to), based on results of total shareholder return modifier | 25% | ||
Shareholder return in the top quartile of the comparator group increases overall achievement of performance metrics, percentage | 25% | ||
Shareholder return in the top quartile of the comparator group decrease overall achievement of performance metrics, percentage | 25% | ||
2023 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% | ||
2023 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 | 250% | ||
2023 Five year ESG Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
PSU awards performance period | 5 years | ||
Share-based incentive compensation | $ 1.1 | ||
2023 Five year ESG 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% | ||
2023 Five year ESG 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 | 187.50% | ||
2020 Three year PSU Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
PSU awards performance period | 3 years | ||
2020- 2023 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 | 172.40% | ||
Shares to be issued under performance incentive plan (in shares) | 457,461 | ||
Shares withheld for tax (in shares) | 183,654 | ||
Shares designated as cash settlement awards (in shares) | 914 | ||
Shares issued (in shares) | 272,893 |
Stockholders' Equity - Number o
Stockholders' Equity - Number of PSUs Granted and Grant Date Fair Value of PSUs (Details) - $ / shares | Mar. 01, 2023 | Feb. 21, 2023 | Feb. 24, 2022 |
Adjusted EBITDA CAGR | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units granted (in shares) | 22,963 | 93,343 | |
Fair value on grant date (per unit) (in usd per share) | $ 49.05 | $ 48.46 | |
ROIC | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units granted (in shares) | 22,963 | 93,343 | |
Fair value on grant date (per unit) (in usd per share) | $ 49.05 | $ 48.46 | |
Environmental Goals | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units granted (in shares) | 204,172 | ||
Fair value on grant date (per unit) (in usd per share) | $ 48.55 | ||
Social Goals | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of units granted (in shares) | 78,528 | ||
Fair value on grant date (per unit) (in usd per share) | $ 48.55 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Assumptions Used to Calculate the Grant Date Fair Value (Details) - Performance Shares | Mar. 01, 2023 | Feb. 21, 2023 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected price volatility | 31.70% | 32.90% |
Risk-free interest rate | 4.60% | 4.40% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Details of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 344.1 | |
Other comprehensive income (loss) before reclassifications | 29.4 | $ 8.5 |
Less: amounts reclassified from accumulated other comprehensive loss | 0.2 | (0.7) |
Other comprehensive income | 29.6 | 7.8 |
Ending balance | 346.5 | |
Unrecognized Pension Items | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (126.3) | (137.5) |
Other comprehensive income (loss) before reclassifications | 0.2 | (0.2) |
Less: amounts reclassified from accumulated other comprehensive loss | 1.1 | 1 |
Other comprehensive income | 1.3 | 0.8 |
Ending balance | (125) | (136.7) |
Cumulative Translation Adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (837.5) | (760.5) |
Other comprehensive income (loss) before reclassifications | 36.6 | 3.5 |
Less: amounts reclassified from accumulated other comprehensive loss | 0 | 0 |
Other comprehensive income | 36.6 | 3.5 |
Ending balance | (800.9) | (757) |
Cumulative Translation Adjustment | Intra-entity transactions | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Intra-entity currency translation adjustments in AOCI | 7.9 | 16.9 |
Unrecognized Losses/Gains on Derivative Instruments | Net investment hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (18.3) | (38.3) |
Other comprehensive income (loss) before reclassifications | (5.5) | 5 |
Less: amounts reclassified from accumulated other comprehensive loss | 0 | 0 |
Other comprehensive income | (5.5) | 5 |
Ending balance | (23.8) | (33.3) |
Unrecognized Losses/Gains on Derivative Instruments | Cash Flow Hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 3.3 | 2.4 |
Other comprehensive income (loss) before reclassifications | (1.9) | 0.2 |
Less: amounts reclassified from accumulated other comprehensive loss | (0.9) | (1.7) |
Other comprehensive income | (2.8) | (1.5) |
Ending balance | 0.5 | 0.9 |
Accumulated Other Comprehensive Loss, Net of Taxes | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (978.8) | (933.9) |
Ending balance | $ (949.2) | $ (926.1) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Details of Amount Reclassified from AOCL (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Other expense, net | $ (15) | $ (14.2) |
Cost of sales | 943.7 | 940.6 |
Total pre-tax amount | (96.7) | (209) |
Tax benefit (expense) | 33.8 | 59.4 |
Net of tax | (62.9) | (149.6) |
Total reclassifications for the period | (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 | (1.1) | (1) |
Reclassification out of Accumulated Other Comprehensive Income | Net settlement (cost) credit | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Other expense, net | (0.2) | 0.1 |
Reclassification out of Accumulated Other Comprehensive Income | Actuarial losses | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Other expense, net | (1.2) | (1.4) |
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) | (1.3) |
Tax benefit (expense) | 0.3 | 0.3 |
Net of tax | (1.1) | (1) |
Reclassification out of Accumulated Other Comprehensive Income | Net gains on cash flow hedging derivatives | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Total pre-tax amount | 1.1 | 2 |
Tax benefit (expense) | (0.2) | (0.3) |
Net of tax | 0.9 | 1.7 |
Reclassification out of Accumulated Other Comprehensive Income | Net gains on cash flow hedging derivatives | Foreign currency forward contracts | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Cost of sales | 1.1 | 1.9 |
Reclassification out of Accumulated Other Comprehensive Income | Net gains on cash flow hedging derivatives | Treasury locks | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Interest expense, net | $ 0 | $ 0.1 |
Other Expense, net (Details)
Other Expense, net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | ||
Net foreign exchange transaction loss | $ (4.9) | $ (0.5) |
Bank fee expense | (1.4) | (1.1) |
Pension (cost) income other than service costs | (2.1) | 1.3 |
Fair value impairment loss on equity investments | 0 | (15.5) |
Foreign currency exchange loss due to highly inflationary economies | (2.6) | (1) |
Loss on debt redemption and refinancing activities | (4.9) | (0.7) |
Other income | 2.6 | 4.7 |
Other expense | (1.7) | (1.4) |
Other expense, net | $ (15) | $ (14.2) |
Net Earnings Per Common Share_2
Net Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net earnings | $ 61.9 | $ 149.2 |
Distributed and allocated undistributed net earnings to unvested restricted stockholders | 0 | 0 |
Net earnings available to common stockholders | $ 61.9 | $ 149.2 |
Denominator: | ||
Weighted average number of common shares outstanding - basic (in shares) | 144.1 | 147.6 |
Basic net earnings per common share: | ||
Basic net earnings per common share (in dollars per share) | $ 0.43 | $ 1.01 |
Numerator: | ||
Net earnings available to common stockholders | $ 61.9 | $ 149.2 |
Denominator: | ||
Weighted average number of common shares outstanding - basic (in shares) | 144.1 | 147.6 |
Effect of unvested restricted stock units (in shares) | 0.7 | 1.9 |
Weighted average number of common shares outstanding - diluted under treasury stock (in shares) | 144.8 | 149.5 |
Diluted net earnings per common share (in dollars per share) | $ 0.43 | $ 1 |