Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
     bemislogoa02a01a01a01a06.jpg
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended September 30, 2016
 
Commission File Number 1-5277
 
BEMIS COMPANY, INC.
(Exact name of registrant as specified in its charter)
 
Missouri
 
43-0178130
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
One Neenah Center
 
 
4th Floor, P.O. Box 669
 
 
Neenah, Wisconsin
 
54957-0669
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  (920) 527-5000
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES   x  NO  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES  x  NO  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer x
 
Accelerated filer o
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
 

1


Indicate by check mark whether the registrant is a shell company.  YES  o  NO  x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of October 26, 2016, the registrant had 93,711,399 shares of Common Stock, $0.10 par value, issued and outstanding.



2



Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains certain estimates, predictions, and other “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995, and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended).  Forward-looking statements are generally identified with the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “target,” “may,” “will,” “plan,” “project,” “should,” “continue,” or the negative thereof or other similar expressions, or discussion of future goals or aspirations, which are predictions of or indicate future events and trends and which do not relate to historical matters.  Such statements are based on information available to management as of the time of such statements and relate to, among other things, expectations of the business environment in which we operate, projections of future performance (financial and otherwise), including those of acquired companies, perceived opportunities in the market and statements regarding our mission and vision.  Forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause actual results, performance, or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
 
Factors that could cause actual results to differ from those expected include, but are not limited to, general and global economic conditions caused by inflation, interest rates, consumer confidence, rates of unemployment and foreign currency exchange rates; investment performance of assets in our pension plans; competitive conditions within our markets, including the acceptance of our new and existing products; potential loss of business or increased costs due to customer or vendor consolidation; customer contract bidding activity; threats or challenges to our patented or proprietary technologies; raw materials: costs, availability, and terms (particularly for polymer resins and adhesives); price changes for raw materials and our ability to pass these price changes on to our customers or otherwise manage commodity price fluctuation risks; unexpected energy surcharges; broad changes in customer order patterns; a failure in our information technology infrastructure or applications; changes in governmental regulation, especially in the areas of environmental, health and safety matters, fiscal incentives, and foreign investment; unexpected outcomes in our current and future administrative and litigation proceedings; unexpected outcomes in our current and future tax proceedings; changes in domestic and international tax laws; costs associated with the pursuit of business combinations or divestitures; unexpected costs associated with the integration of acquired businesses; unexpected costs and timing related to transition of production; changes in our labor relations; and the impact of changes in the world political environment including threatened or actual armed conflict.  These and other risks, uncertainties, and assumptions identified from time to time in our filings with the Securities and Exchange Commission, including without limitation, those described in our Annual Report on Form 10-K for the year ended December 31, 2015 and our quarterly reports on Form 10-Q, could cause actual future results to differ materially from those projected in the forward-looking statements.  In addition, actual future results could differ materially from those projected in the forward-looking statements as a result of changes in the assumptions used in making such forward-looking statements.



3

PART I — FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
BEMIS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(in millions, except per share amounts) 






 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
1,027.2

 
$
1,018.3

 
$
3,016.4


$
3,088.7

Cost of products sold
802.4

 
796.5

 
2,365.8

 
2,428.2

Gross profit
224.8

 
221.8

 
650.6

 
660.5

 
 
 
 
 
 
 
 
Operating expenses:
 

 
 

 
 

 
 

Selling, general, and administrative expenses
95.8

 
101.8

 
295.6

 
312.1

Research and development
11.6

 
11.0

 
34.7

 
33.8

Restructuring and acquisition-related costs
4.4

 
4.6

 
24.8

 
9.9

Other operating income
(3.2
)
 
(1.4
)
 
(9.1
)
 
(7.7
)
 
 
 
 
 
 
 
 
Operating income
116.2

 
105.8

 
304.6

 
312.4

 
 
 
 
 
 
 
 
Interest expense
15.1

 
12.6

 
44.5

 
38.5

Other non-operating income
(0.6
)
 
(0.8
)
 
(1.1
)
 
(4.8
)
 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
101.7

 
94.0

 
261.2

 
278.7

 
 
 
 
 
 
 
 
Provision for income taxes
33.1

 
31.5

 
85.5

 
93.6

 
 
 
 
 
 
 
 
Income from continuing operations
68.6

 
62.5

 
175.7

 
185.1

 
 
 
 
 
 
 
 
Loss from discontinued operations

 

 

 
(2.6
)
 
 
 
 
 
 
 
 
Net income
$
68.6

 
$
62.5

 
$
175.7

 
$
182.5

 
 
 
 
 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
0.73

 
$
0.65

 
$
1.86

 
$
1.91

Loss from discontinued operations

 

 

 
(0.03
)
Net income
$
0.73

 
$
0.65

 
$
1.86

 
$
1.88

 
 
 
 
 
 
 
 
Diluted earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
0.72

 
$
0.64

 
$
1.84

 
$
1.89

Loss from discontinued operations

 

 

 
(0.03
)
Net income
$
0.72

 
$
0.64

 
$
1.84


$
1.86

 
 
 
 
 
 
 
 
Cash dividends paid per share
$
0.29

 
$
0.28

 
$
0.87

 
$
0.84

 
 
 
 
 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.


4

BEMIS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
(in millions) 


 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2016
 
2015
 
2016
 
2015
Net income
 
$
68.6

 
$
62.5

 
$
175.7

 
$
182.5

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
Translation adjustments
 
(10.9
)
 
(119.8
)
 
63.8

 
(206.1
)
Pension and other postretirement liability adjustments, net of tax (a)
 
2.0

 
3.2

 
11.0

 
9.6

Other comprehensive (loss) income
 
(8.9
)
 
(116.6
)
 
74.8

 
(196.5
)
Total comprehensive income (loss)
 
$
59.7

 
$
(54.1
)
 
$
250.5

 
$
(14.0
)
 
 
 
 
 
 
 
 
 
(a) Tax expense related to pension and other postretirement liability adjustments
 
$
1.9

 
$
2.0

 
$
6.9

 
$
6.0


See accompanying notes to condensed consolidated financial statements.



5

BEMIS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(in millions)


 
September 30, 2016
 
December 31, 2015
ASSETS
 

 
 

 
 
 
 
Cash and cash equivalents
$
79.1

 
$
59.2

Trade receivables
474.7

 
451.3

Inventories
568.6

 
525.9

Prepaid expenses and other current assets
76.6

 
82.6

Total current assets
1,199.0

 
1,119.0

 
 
 
 
Property and equipment, net
1,268.9

 
1,206.3

 
 
 
 
Goodwill
1,037.2

 
949.5

Other intangible assets, net
161.6

 
149.8

Deferred charges and other assets
86.4

 
65.2

Total other long-term assets
1,285.2

 
1,164.5

 
 
 
 
TOTAL ASSETS
$
3,753.1

 
$
3,489.8

 
 
 
 
LIABILITIES
 

 
 

 
 
 
 
Current portion of long-term debt
$
1.5

 
$
5.8

Short-term borrowings
15.9

 
29.6

Accounts payable
422.6

 
334.8

Employee-related liabilities
77.3

 
93.3

Accrued income and other taxes
41.5

 
35.2

Other current liabilities
66.1

 
90.4

Total current liabilities
624.9

 
589.1

 
 
 
 
Long-term debt, less current portion
1,485.9

 
1,353.9

Deferred taxes
198.6

 
172.4

Other liabilities and deferred credits
160.7

 
167.0

Total liabilities
2,470.1

 
2,282.4

 
 
 
 
Commitments and contingencies (See Note 14)
 
 
 
 
 
 
 
EQUITY
 

 
 

 
 
 
 
Common stock issued (128.8 and 128.2 shares, respectively)
12.9

 
12.8

Capital in excess of par value
576.8

 
573.2

Retained earnings
2,308.5

 
2,216.0

Accumulated other comprehensive loss
(435.1
)
 
(509.9
)
Common stock held in treasury (35.1 and 33.1 shares at cost, respectively)
(1,180.1
)
 
(1,084.7
)
Total equity
1,283.0

 
1,207.4

 
 
 
 
TOTAL LIABILITIES AND EQUITY
$
3,753.1

 
$
3,489.8

 
See accompanying notes to condensed consolidated financial statements.

6

BEMIS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in millions) 

 
Nine Months Ended
 
September 30,
 
2016
 
2015
Cash flows from operating activities
 

 
 

Net income
$
175.7

 
$
182.5

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
121.4

 
118.1

Excess tax benefit from share-based payment arrangements
(4.4
)
 
(0.3
)
Share-based compensation
13.9

 
13.7

Deferred income taxes
17.0

 
(5.0
)
Income of unconsolidated affiliated company
(1.7
)
 
(1.5
)
Non-cash impairment charge of discontinued operations

 
3.2

Loss (gain) on sale of property and equipment
1.7

 
(3.0
)
Changes in working capital, excluding effect of acquisitions, divestitures and currency
15.4

 
94.6

Changes in other assets and liabilities
9.4

 
9.7

 
 
 
 
Net cash provided by operating activities
348.4

 
412.0

 
 
 
 
Cash flows from investing activities
 

 
 

Additions to property and equipment
(129.0
)
 
(147.9
)
Business acquisitions and adjustments, net of cash acquired
(114.5
)
 

Proceeds from sale of property and equipment
7.3

 
9.4

Proceeds from divestitures

 
13.6

 
 
 
 
Net cash used in investing activities
(236.2
)
 
(124.9
)
 
 
 
 
Cash flows from financing activities
 

 
 

Proceeds from issuance of long-term debt
297.1

 
2.0

Repayment of long-term debt
(23.9
)
 

Net repayment of commercial paper
(165.8
)
 
(31.8
)
Net repayment of short-term debt
(8.1
)
 
(20.0
)
Cash dividends paid to shareholders
(86.9
)
 
(82.2
)
Common stock purchased for the treasury
(95.4
)
 
(104.3
)
Deferred payments for business acquisitions

 
(4.3
)
Excess tax benefit from share-based payment arrangements
4.4

 
0.3

Stock incentive programs and related tax withholdings
(14.6
)
 
(2.7
)
 
 
 
 
Net cash used in financing activities
(93.2
)
 
(243.0
)
 
 
 
 
Effect of exchange rates on cash and cash equivalents
0.9

 
(12.6
)
 
 
 
 
Net increase in cash and cash equivalents
19.9

 
31.5

 
 
 
 
Cash and cash equivalents balance at beginning of year
59.2

 
47.1

 
 
 
 
Cash and cash equivalents balance at end of period
$
79.1

 
$
78.6


See accompanying notes to condensed consolidated financial statements.

7

BEMIS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
(in millions) 



 
Common
Stock
 
Capital In
Excess of
Par Value
 
Retained
Earnings
 
Accumulated Other Comprehensive Loss
 
Common
Stock Held
In Treasury
 
Total
Balance at December 31, 2014
$
12.8

 
$
559.7

 
$
2,086.8

 
$
(291.7
)
 
$
(934.6
)
 
$
1,433.0

 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 
 

 
182.5

 
 

 
 

 
182.5

Other comprehensive loss
 

 
 

 
 

 
(196.5
)
 
 

 
(196.5
)
Cash dividends declared on common stock
 

 
 

 
(82.7
)
 
 

 
 

 
(82.7
)
Stock incentive programs and related tax withholdings (0.1 shares)


 
(2.7
)
 
 

 
 

 
 

 
(2.7
)
Excess tax benefit from share-based payment arrangements
 

 
0.3

 
 

 
 

 
 

 
0.3

Share-based compensation
 

 
13.7

 
 

 
 

 
 

 
13.7

Purchase of 2.3 shares of common stock for the treasury
 
 
 
 
 
 
 
 
(104.3
)
 
(104.3
)
 
 
 
 
 
 
 
 
 
 
 
 
Balance at September 30, 2015
$
12.8

 
$
571.0

 
$
2,186.6

 
$
(488.2
)
 
$
(1,038.9
)
 
$
1,243.3

 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
$
12.8

 
$
573.2

 
$
2,216.0

 
$
(509.9
)
 
$
(1,084.7
)
 
$
1,207.4

 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 
 

 
175.7

 
 

 
 

 
175.7

Other comprehensive income
 

 
 

 
 

 
74.8

 
 

 
74.8

Cash dividends declared on common stock
 

 
 

 
(83.2
)
 
 

 
 

 
(83.2
)
Stock incentive programs and related tax withholdings (0.6 shares)
0.1

 
(14.7
)
 
 

 
 

 
 

 
(14.6
)
Excess tax benefit from share-based payment arrangements
 

 
4.4

 
 

 
 

 
 

 
4.4

Share-based compensation
 

 
13.9

 
 

 
 

 
 

 
13.9

Purchase of 2.0 shares of common stock for the treasury
 
 
 
 
 
 
 
 
(95.4
)
 
(95.4
)
 
 
 
 
 
 
 
 
 
 
 
 
Balance at September 30, 2016
$
12.9

 
$
576.8

 
$
2,308.5

 
$
(435.1
)
 
$
(1,180.1
)
 
$
1,283.0


See accompanying notes to condensed consolidated financial statements.

8

BEMIS COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 1Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared by Bemis Company, Inc. (the "Company") in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations.  It is management’s opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair statement of its financial position, results of operations and cash flows.  For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.


Note 2New Accounting Guidance

In August 2016, the Financial Accounting Standards Board ("FASB") issued guidance to simplify elements of cash flow classification. The guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The new guidance requires cash payments for debt prepayment or debt extinguishment costs to be classified as cash outflows for financing activities. It also requires cash payments made soon after an acquisition's consummation date (approximately three months or less) to be classified as cash outflows for investing activities. Payments made thereafter should be classified as cash outflows for financing activities up to the amount of the original contingent consideration liability. Payments made in excess of the amount of the original contingent consideration liability should be classified as cash outflows for operating activities. The guidance is required to be applied by the Company in the first quarter of 2018, but early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.    

In March 2016, the FASB issued guidance that will change certain aspects of accounting for share-based payments to employees. The new guidance will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and recognized in the statement of cash flows as operating cash flows. The guidance will also allow employee tax withholdings above the minimum statutory requirement without triggering liability accounting. Finally, the Company will be able to make a policy election to account for forfeitures as they occur. The guidance is required to be applied by the Company in the first quarter of 2017, but early adoption is permitted.

If this guidance was adopted in the first quarter of 2016, diluted earnings per share in the first quarter would have increased by $0.04 from $0.59 to $0.63 due to a reduction in income tax expense. The impact to operating cash flow in the first quarter of 2016 would have been an increase of $4.2 million with a corresponding decrease in financing cash flows. Stock awards typically vest in the first quarter so the impact is concentrated in the first three months of each year. The impact in future years will be dependent on Bemis stock performance and the number of shares vesting each year.  The impact in 2016 is expected to be more significant than 2017 as approximately one million shares vested in 2016, compared to 0.4 million shares scheduled to vest in 2017.  The Company expects to adopt this guidance in the first quarter of 2017.

In February 2016, the FASB issued guidance that requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to today's accounting. The guidance also eliminates today's real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. All entities will classify leases to determine how to recognize lease-related revenue and expense. The guidance is required to be applied by the Company in the first quarter of 2019, but early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In September 2015, the FASB issued guidance that eliminates the current requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The guidance was adopted in the first quarter of 2016 and did not have a material impact on the Company's consolidated financial statements.

In April 2015, the FASB issued guidance on the recognition of fees paid by a customer for cloud computing arrangements. The new guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the software license consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance was adopted in the first quarter of 2016 and did not have a material impact on the Company's consolidated financial statements.

9


In May 2014, the FASB issued new guidance which supersedes current revenue recognition requirements.  This guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  In July 2015, the FASB voted to defer for one year the effective date of the new revenue standard. The guidance is required to be applied by the Company in the first quarter of fiscal 2018 using one of two retrospective applications methods. The FASB also decided to permit entities to early adopt the standard. The Company is currently evaluating the application methods and the impact of this new statement on its consolidated financial statements. 


Note 3Senior Notes Offering

On September 15, 2016, the Company issued $300 million aggregate principal amount of senior notes due in 2026 with a fixed interest rate of 3.1 percent. The Company will pay interest on the notes semi-annually on March 15 and September 15 of each year, beginning on March 15, 2017. Net proceeds from the offering of approximately $296.8 million were used to repay outstanding commercial paper and for general corporate purposes.


Note 4Acquisition

On April 29, 2016, the Company acquired the medical device packaging operations and related value-added services of SteriPack Group, a global manufacturer of sterile packaging solutions for medical device and pharmaceutical applications. This acquisition includes a facility in Ireland as well as packaging production assets in Malaysia and the United States. The cash purchase price was $115.5 million. Of the total purchase price, $108.3 million was paid in the six months ended June 30, 2016 and $7.2 million was paid in July. The preliminary allocation of the purchase price resulted in approximately $66.8 million of goodwill for the Global Packaging segment, the majority of which is not expected to be tax deductible. The goodwill identified by this acquisition reflects the benefits expected to be derived from product line expansion. The fair value and weighted average useful lives that have been assigned to the acquired identifiable intangible assets of this acquisition are:
(in millions, except useful life)
 
Fair Value
 
Weighted Average Useful Life
Customer relationships
 
$
21.8

 
8 years
Order backlog
 
1.7

 
2 months
Total
 
$
23.5

 
 

The fair value of assets and liabilities acquired was $131.3 million and $15.8 million, respectively. Pro forma financial information and allocation of the purchase price are not presented as the effects of this acquisition are not material to the Company's results of operations or financial position.


Note 5Divestiture and Plant Closure
 
Bemis Healthcare Packaging Plant Closure

In January 2015, the Company announced that it would close a plant in Philadelphia, Pennsylvania, one of its healthcare packaging facilities. Production from this facility was transferred to other healthcare packaging facilities throughout 2015. During the nine months ended September 30, 2015, plant closure costs of $6.7 million were recorded. These costs were recorded within restructuring and acquisition-related costs and included the Company's best estimate of a withdrawal liability for a multi-employer pension plan settlement. Operations ceased at this location in January 2016. The majority of approximately $7 million of cash payments are expected in 2016.

Divestiture of Pressure Sensitive Materials Business

On November 7, 2014, the Company completed the sale of its global Pressure Sensitive Materials business. Proceeds of the transaction totaled $150.5 million. Of the total proceeds, $136.9 million was received in fiscal 2014 and $13.6 million was received in April 2015 which related to settlement of customary post-closing adjustments. Loss from discontinued operations of $2.6 million in 2015 resulted from additional impairment charges, net of tax, reflecting finalization of post-closing adjustments.
        

10


Note 6Restructuring

During the second quarter of 2016, the Company initiated a restructuring program to improve efficiencies and reduce fixed costs. As a part of this program, four Latin American facilities within the Global Packaging segment will be closed. Most of the production from these facilities will be transferred to other facilities. Based on current estimates and actual charges to date, the Company expects total project costs of approximately $28 to $30 million, with employee termination costs accounting for $15 to $16 million of the total and the balance in other restructuring costs which include fixed asset accelerated depreciation of approximately $3 million. Expenses in the third quarter of 2016 were $4.3 million which consisted primarily of fixed asset and other program costs. Expenses for the nine months ended September 30, 2016 were $17.6 million.

An analysis of the 2016 program accruals follows:
(in millions)
 
Employee Costs
 
Fixed Asset Related
 
Other Costs
 
Total Restructuring Costs
Net expense accrued
 
$
14.8

 
$
1.0

 
$
1.8

 
$
17.6

Utilization (cash payments or otherwise settled)
 
(3.2
)
 
(1.0
)
 
(0.6
)
 
(4.8
)
Translation adjustments and other
 
0.4

 

 

 
0.4

Reserve balance at September 30, 2016
 
$
12.0

 
$

 
$
1.2

 
$
13.2


Plant closings associated with the program are expected to be completed in 2017, with the majority of program costs incurred by the end of 2016. Cash payments in 2016 are expected to be approximately $12 to $13 million. The costs related to restructuring activities have been recorded on the consolidated statement of income as restructuring and acquisition-related costs. The accruals related to restructuring activities have been recorded on the consolidated balance sheet as other current liabilities.


Note 7Financial Assets and Financial Liabilities Measured at Fair Value
 
The fair values of the Company’s financial assets and financial liabilities listed below reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).
 
The Company’s non-derivative financial instruments include cash and cash equivalents, trade receivables, accounts payable, short-term borrowings, and long-term debt.  At September 30, 2016 and December 31, 2015, the carrying value of these financial instruments, excluding long-term debt, approximates fair value because of the short-term maturities of these instruments.
 
Fair value disclosures are classified based on the fair value hierarchy.  Level 1 fair value measurements represent exchange-traded securities which are valued at quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.  Level 2 fair value measurements are determined using input prices that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.  Level 3 fair value measurements are determined using unobservable inputs, such as internally developed pricing models for the asset or liability due to little or no market activity for the asset or liability.
 
The fair value measurements of the Company’s long-term debt represent non-active market exchange-traded securities which are valued at quoted prices or using input prices that are directly observable or indirectly observable through corroboration with observable market data.  The carrying values and estimated fair values of long-term debt at September 30, 2016 and December 31, 2015 follow:
 
 
 
September 30, 2016
 
December 31, 2015
(in millions)
 
Carrying Value
 
Fair Value (Level 2)
 
Carrying Value
 
Fair Value (Level 2)
Long-term debt
 
$
1,485.9

 
$
1,583.6

 
$
1,353.9

 
$
1,421.6

 
The fair values for derivatives are based on inputs other than quoted prices that are observable for the asset or liability.  These inputs include interest rates.  The financial assets and financial liabilities are primarily valued using standard

11


calculations / models that use as their basis readily observable market parameters.  Industry standard data providers are the primary source for forward and spot rate information for both interest rates and currency rates, with resulting valuations periodically validated through third-party or counterparty quotes. The fair value of the Company's derivatives follows:
 
 
 
Fair Value As of
 
Fair Value As of
 
 
September 30, 2016
 
December 31, 2015
(in millions)
 
(Level 2)
 
(Level 2)
Interest rate swaps — net asset position
 
$
17.1

 
$
5.2



Note 8Derivative Instruments
 
The Company enters into derivative transactions to manage exposures arising in the normal course of business.  The Company does not enter into derivative transactions for speculative or trading purposes.  The Company recognizes all derivative instruments on the balance sheet at fair value.  Derivatives not designated as hedging instruments are adjusted to fair value through income.  Depending on the nature of derivatives designated as hedging instruments, changes in the fair value are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in shareholders’ equity through other comprehensive income until the hedged item is recognized.  Gains or losses, if any, related to the ineffective portion of any hedge are recognized through earnings in the current period.
 
The Company enters into interest rate swap contracts to economically convert a portion of the Company’s fixed-rate debt to variable rate debt.  During the fourth quarter of 2011, the Company entered into four interest rate swap agreements with a total notional amount of $400 million.  These contracts were designated as fair value hedges of the Company’s $400 million 4.50 percent fixed-rate debt due in 2021.  The variable rate for each of the interest rate swaps is based on the six-month London Interbank Offered Rate (LIBOR), set in arrears, plus a fixed spread.  The variable rates are reset semi-annually at each net settlement date.  Fair values of these interest rate swaps are determined using discounted cash flow or other appropriate methodologies.  Asset positions are included in deferred charges and other assets with a corresponding increase in long-term debt.  Liability positions are included in other liabilities and deferred credits with a corresponding decrease in long-term debt.

The Company enters into forward exchange contracts to manage foreign currency exchange rate exposures associated with certain foreign currency denominated receivables and payables.  Forward exchange contracts generally have maturities of less than six months and relate primarily to the U.S. dollar for the Company’s Brazilian operations.  The Company has not designated these derivative instruments as hedging instruments.  At September 30, 2016 and December 31, 2015, the Company had outstanding forward exchange contracts with notional amounts aggregating $6.0 million and $3.8 million, respectively.  The net settlement amount (fair value) related to active forward exchange contracts is recorded on the balance sheet as either a current or long-term asset or liability and as an element of other operating income which offsets the related transaction gains or losses. The net settlement amounts are immaterial for all periods presented.
 
The Company is exposed to credit loss in the event of non-performance by counterparties in forward exchange contracts and interest-rate swap contracts.  Collateral is generally not required of the counterparties or of the Company.  In the event a counterparty fails to meet the contractual terms of a currency swap or forward exchange contract, the Company’s risk is limited to the fair value of the instrument.  The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties.  The Company has not had any historical instances of non-performance by any counterparties, nor does it anticipate any future instances of non-performance.
 
The fair values, balance sheet presentation, and the hedge designation status of derivative instruments at September 30, 2016 and December 31, 2015 are presented in the table below: 
 
 
 
 
Fair Value (Level 2) As of
(in millions)
 
Balance Sheet Location
 
September 30, 2016
 
December 31, 2015
Asset Derivatives
 
 
 
 

 
 

Interest rate swaps — designated as hedge
 
Deferred charges and other assets
 
$
17.1

 
$
5.2

    

12


The income statement impact of derivatives is presented in the table below:
 
 
 
 
Amount of Gain (Loss) Recognized in Income on Derivatives
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in millions)
 
Location of Gain (Loss) Recognized in Income on Derivatives
 
2016
 
2015
 
2016
 
2015
Designated as hedges
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
Interest expense
 
$
0.8

 
$
1.7

 
$
3.7

 
$
5.6

Not designated as hedges
 
 
 
 
 
 
 
 
 
 
Forward exchange contracts
 
Other operating income
 
0.1

 
0.2

 
(0.8
)
 
0.6

Total
 
 
 
$
0.9

 
$
1.9

 
$
2.9

 
$
6.2



Note 9Inventories
 
Inventories are valued at the lower of cost, as determined by the first-in, first-out ("FIFO") method, or net realizable value.  Inventory values using the FIFO method of accounting approximate replacement cost.  Inventories are summarized as follows:
 
(in millions)
 
September 30,
2016
 
December 31,
2015
Raw materials and supplies
 
$
188.7

 
$
169.3

Work in process and finished goods
 
379.9

 
356.6

Total inventories
 
$
568.6

 
$
525.9

 

Note 10Goodwill and Other Intangible Assets
 
Changes in the carrying amount of goodwill attributable to each reportable business segment follow:
(in millions)
 
U.S. Packaging Segment
 
Global Packaging Segment
 
Total
Reported balance at December 31, 2015
 
$
632.1

 
$
317.4

 
$
949.5

Acquisition and acquisition adjustments
 

 
63.2

 
63.2

Currency translation
 
0.5

 
24.0

 
24.5

Reported balance at September 30, 2016
 
$
632.6

 
$
404.6

 
$
1,037.2

 
Acquisition and acquisition adjustments are comprised of opening balance sheet adjustments related to the Emplal Participações S. A. and SteriPack acquisitions.

The components of amortized intangible assets follow: 
 
 
September 30, 2016
 
December 31, 2015
(in millions)
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Contract based
 
$
9.5

 
$
(1.2
)
 
$
10.0

 
$
(1.2
)
Technology based
 
79.7

 
(50.9
)
 
79.6

 
(47.5
)
Marketing related
 
14.2

 
(8.9
)
 
12.7

 
(7.8
)
Customer based
 
206.1

 
(86.9
)
 
180.4

 
(76.4
)
Reported balance
 
$
309.5

 
$
(147.9
)
 
$
282.7

 
$
(132.9
)
 
Amortization expense for intangible assets was $11.6 million and $10.3 million during the first nine months of 2016 and 2015, respectively.  Estimated amortization expense is $4.0 million for the remainder of 2016, $16.1 million for 2017 and

13


2018, $15.9 million for 2019, $15.0 million for 2020, and $13.8 million for 2021.  The Company does not have any accumulated impairment losses. 


Note 11Components of Net Periodic Benefit Cost
 
Benefit costs for defined benefit pension and other postretirement plans are shown below.  The funding policy and assumptions disclosed in the Company’s 2015 Annual Report on Form 10-K are expected to continue unchanged throughout 2016.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
Pension Benefits
 
Other Benefits
 
Pension Benefits
 
Other Benefits
(in millions)
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Service cost - benefits earned during the period
 
$
1.9

 
$
1.9

 
$

 
$

 
$
5.7

 
$
5.8

 
$

 
$

Interest cost on projected benefit obligation
 
8.2

 
8.2

 

 
0.1

 
24.6

 
24.5

 
0.1

 
0.2

Expected return on plan assets
 
(12.9
)
 
(12.7
)
 

 

 
(38.7
)
 
(38.1
)
 

 

Settlement loss
 
0.1

 

 

 

 
6.0

 

 

 

Amortization:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrecognized transition obligation
 

 
0.1

 

 

 

 
0.1

 

 

Prior service cost
 
0.2

 
0.2

 

 

 
0.6

 
0.7

 
(0.2
)
 

Actuarial net loss (gain)
 
3.6

 
5.0

 
(0.2
)
 
(0.1
)
 
10.9

 
15.1

 
(0.5
)
 
(0.2
)
Net periodic benefit cost
 
$
1.1

 
$
2.7

 
$
(0.2
)
 
$

 
$
9.1

 
$
8.1

 
$
(0.6
)
 
$

 
In the three months ended June 30, 2016, the Company recognized a $5.8 million pension settlement charge related to supplemental pension plan lump sum payments. Costs for defined contribution pension plans were $1.1 million and $9.1 million for the three and nine months ended September 30, 2016, respectively. Costs for defined contribution pension plans were $4.9 million and $14.6 million for the three and nine months ended September 30, 2015, respectively.


Note 12Accumulated Other Comprehensive Loss
 
The components and activity of accumulated other comprehensive loss are as follows: 
(in millions)
 
Foreign Currency Translation
 
Pension And Other Postretirement Liability Adjustments
 
Accumulated Other Comprehensive Loss
December 31, 2014
 
$
(151.3
)
 
$
(140.4
)
 
$
(291.7
)
Other comprehensive loss before reclassifications
 
(206.1
)
 

 
(206.1
)
Amounts reclassified from accumulated other comprehensive loss
 

 
9.6

 
9.6

Net current period other comprehensive (loss) income
 
(206.1
)
 
9.6

 
(196.5
)
September 30, 2015
 
$
(357.4
)
 
$
(130.8
)
 
$
(488.2
)
 
 
 
 
 
 
 
December 31, 2015
 
$
(366.5
)
 
$
(143.4
)
 
$
(509.9
)
Other comprehensive income before reclassifications
 
63.8

 
0.7

 
64.5

Amounts reclassified from accumulated other comprehensive loss
 

 
10.3

 
10.3

Net current period other comprehensive income
 
63.8

 
11.0

 
74.8

September 30, 2016
 
$
(302.7
)
 
$
(132.4
)
 
$
(435.1
)

    





14


The following table summarizes amounts reclassified from accumulated other comprehensive loss:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in millions)
 
2016
 
2015
 
2016
 
2015
Pension and postretirement costs (See Note 11)
 
$
3.2

 
$
5.3

 
$
16.8

 
$
15.9

Tax benefit
 
(1.9
)
 
(2.1
)
 
(6.5
)
 
(6.3
)
Pension and postretirement costs, net of tax
 
$
1.3

 
$
3.2

 
$
10.3

 
$
9.6


Accumulated other comprehensive loss associated with pension and other postretirement liability adjustments are net of tax effects of $82.1 million and $89.0 million as of September 30, 2016 and December 31, 2015, respectively.


Note 13Earnings Per Share Computations
 
A reconciliation of basic and diluted earnings per share is below: 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in millions, except per share amounts)
 
2016
 
2015
 
2016
 
2015
Numerator
 
 

 
 

 
 

 
 

Net income
 
$
68.6

 
$
62.5

 
$
175.7

 
$
182.5

 
 
 
 
 
 
 
 
 
Denominator
 
 

 
 

 
 

 
 

Weighted average common shares outstanding — basic
 
94.3

 
96.4

 
94.6

 
97.0

Dilutive shares
 
0.7

 
1.3

 
0.9

 
1.2

Weighted average common and common equivalent shares outstanding — diluted
 
95.0

 
97.7

 
95.5

 
98.2

 
 
 
 
 
 
 
 
 
Per common share income
 
 

 
 

 
 

 
 

Basic
 
$
0.73

 
$
0.65

 
$
1.86

 
$
1.88

Diluted
 
$
0.72

 
$
0.64

 
$
1.84

 
$
1.86


     There were no anti-dilutive stock awards outstanding for the three and nine months ended September 30, 2016 and 2015.


Note 14Legal Proceedings
 
The Company is involved in a number of lawsuits incidental to its business, including environmental-related litigation and routine litigation arising in the ordinary course of business.  Although it is difficult to predict the ultimate outcome of these cases, the Company believes, except as discussed below, that any ultimate liability would not have a material adverse effect on the Company’s consolidated financial condition or results of operations.
     
Environmental Matters
 
The Company is a potentially responsible party ("PRP") pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as "Superfund") and similar state and foreign laws in proceedings associated with 17 sites around the United States and one in Brazil.  These proceedings were instituted by the United States Environmental Protection Agency and certain state and foreign environmental agencies at various times beginning in 1983.  Superfund and similar state and foreign laws create liability for investigation and remediation in response to releases of hazardous substances in the environment. Under these statutes, joint and several liability may be imposed on waste generators, site owners and operators, and others regardless of fault.  Although these regulations could require the Company to remove or mitigate the effects on the environment at various sites, perform remediation work at such sites, or pay damages for loss of use and non-use values, the Company expects its liability in these proceedings to be limited to monetary damages. The Company expects its future liability relative to these sites to be insignificant, individually and in the aggregate. 


15


The Company is involved in other environmental-related litigation arising in the ordinary course of business. The Company accrues environmental costs when it is probable that these costs will be incurred and can be reasonably estimated. The Company's reserve for environmental liabilities at September 30, 2016 and December 31, 2015 was $3.7 million and $5.6 million, respectively.

Brazil Tax Dispute - Goodwill Amortization
               
                During October 2013, Dixie Toga, Ltda ("Dixie Toga") received an income tax assessment in Brazil for the tax years 2009 through 2011 that relates to the amortization of certain goodwill generated from the acquisition of Dixie Toga.  The income tax assessed for those years is approximately $11.7 million, translated to U.S. dollars at the September 30, 2016 exchange rate. The Company expects that tax examinations for years after 2011 will include similar assessments as the Company continues to claim the tax benefits associated with the goodwill amortization. An ultimate adverse resolution on these assessments, including interest and penalties, could be material to the Company's consolidated results of operations and/or cash flows.

The Company has been advised by its legal and tax advisors that its position with respect to the deductions is allowable under the tax laws of Brazil. The Company is contesting the disallowance and believes it is more likely than not the tax benefit will be sustained in its entirety and consequently has not recorded a liability. The Company intends to litigate the matter if it is not resolved at the administrative appeals levels. The ultimate outcome will not be determined until the Brazilian tax appeal process is complete, which could take several years.  At this time, the Company believes that final resolution of the assessment will not have a material impact on the Company's consolidated financial statements.
 
Brazil Investigation

     On September 18, 2007, the Secretariat of Economic Law ("SDE"), a governmental agency in Brazil (which has now been replaced by the General Superintendence of the Administrative Council for Economic Defense), initiated an investigation into possible anti-competitive practices in the Brazilian flexible packaging industry against a number of Brazilian companies including a Dixie Toga subsidiary. The investigation relates to periods prior to the Company’s acquisition of control of Dixie Toga and its subsidiaries. Given the nature of the proceedings, the Company is unable at the present time to predict the outcome of this matter.




16


Note 15Segments of Business
 
The Company's business activities are organized around and aggregated into its two principal business segments, U.S. Packaging and Global Packaging, based on their similar economic characteristics, products, production process, types of customers, and distribution methods. Both internal and external reporting conforms to this organizational structure, with no significant differences in accounting policies applied. Minor intersegment sales are generally priced to reflect nominal markups. The Company evaluates the performance of its segments and allocates resources to them based primarily on operating profit, which is defined as profit before general corporate expense, interest expense, other non-operating expense (income), and income taxes.

Sales to the Kraft Heinz Company, and its subsidiaries, accounted for approximately eleven percent of the Company's sales in the first nine months of 2016. The Company primarily sells to Kraft Heinz in the U.S. Packaging segment.
 
A summary of the Company’s business activities reported by its two business segments follows:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Business Segments (in millions)
 
2016
 
2015
 
2016
 
2015
Sales including intersegment sales:
 
 
 
 

 
 
 
 
U.S. Packaging
 
$
664.8

 
$
696.7

 
$
2,009.5

 
$
2,111.8

Global Packaging
 
374.6

 
332.6

 
1,043.5

 
1,014.4

 
 
 
 
 
 
 
 
 
Intersegment sales:
 
 
 
 
 
 
 
 
U.S. Packaging
 
(7.2
)
 
(6.5
)
 
(20.4
)
 
(19.9
)
Global Packaging
 
(5.0
)
 
(4.5
)
 
(16.2
)
 
(17.6
)
Total net sales
 
$
1,027.2

 
$
1,018.3

 
$
3,016.4

 
$
3,088.7

 
 
 
 
 
 
 
 
 
U.S. Packaging operating profit
 
$
100.8

 
$
100.0

 
$
306.0

 
$
298.3

 
 
 
 
 
 
 
 
 
Global Packaging:
 
 
 
 
 
 
 
 
Operating profit before restructuring and acquisition-related costs
 
36.2

 
31.8

 
80.6

 
88.4

Restructuring and acquisition-related costs
 
(4.4
)
 
(1.9
)
 
(24.6
)
 
(7.2
)
Operating profit
 
31.8

 
29.9

 
56.0

 
81.2

 
 
 
 
 
 
 
 
 
General corporate expenses
 
(16.4
)
 
(24.1
)
 
(57.4
)
 
(67.1
)
 
 
 
 
 
 
 
 
 
Operating income
 
116.2

 
105.8

 
304.6

 
312.4

 
 
 
 
 
 
 
 
 
Interest expense
 
15.1

 
12.6

 
44.5

 
38.5

Other non-operating income
 
(0.6
)
 
(0.8
)
 
(1.1
)
 
(4.8
)
 
 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
 
$
101.7

 
$
94.0

 
$
261.2

 
$
278.7




17


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Three and Nine Months Ended September 30, 2016
 
Management’s Discussion and Analysis should be read in conjunction with the Condensed Consolidated Financial Statements.
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in millions, except per share amounts)
 
2016
 
2015
 
2016
 
2015
Net sales
 
$
1,027.2

 
100.0
 %
 
$
1,018.3

 
100.0
 %
 
$
3,016.4

 
100.0
 %
 
$
3,088.7

 
100.0
 %
Cost of products sold
 
802.4

 
78.1

 
796.5

 
78.2

 
2,365.8

 
78.4

 
2,428.2

 
78.6

Gross profit
 
224.8

 
21.9

 
221.8

 
21.8

 
650.6

 
21.6

 
660.5

 
21.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Selling, general, and administrative expenses
 
95.8

 
9.3

 
101.8

 
10.0

 
295.6

 
9.8

 
312.1

 
10.1

Research and development
 
11.6

 
1.1

 
11.0

 
1.1

 
34.7

 
1.2

 
33.8

 
1.1

Restructuring and acquisition-related costs
 
4.4

 
0.4

 
4.6

 
0.5

 
24.8

 
0.8

 
9.9

 
0.3

Other operating income
 
(3.2
)
 
(0.3
)
 
(1.4
)
 
(0.1
)
 
(9.1
)
 
(0.3
)
 
(7.7
)
 
(0.2
)
Operating income
 
116.2

 
11.3

 
105.8

 
10.4

 
304.6

 
10.1

 
312.4

 
10.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
15.1

 
1.5

 
12.6

 
1.2

 
44.5

 
1.5

 
38.5

 
1.2

Other non-operating income
 
(0.6
)
 
(0.1
)
 
(0.8
)
 
(0.1
)
 
(1.1
)
 

 
(4.8
)
 
(0.2
)
Income from continuing operations before income taxes
 
101.7

 
9.9

 
94.0

 
9.2

 
261.2

 
8.7

 
278.7

 
9.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for income taxes
 
33.1

 
3.2

 
31.5

 
3.1

 
85.5

 
2.8

 
93.6

 
3.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
 
68.6

 
6.7
 %
 
62.5

 
6.1
 %
 
175.7

 
5.8
 %
 
185.1

 
6.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss from discontinued operations
 

 
 %
 

 
 %
 

 
 %
 
(2.6
)
 
(0.1
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
68.6

 
6.7
 %
 
$
62.5

 
6.1
 %
 
$
175.7

 
5.8
 %
 
$
182.5

 
5.9
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective income tax rate
 
 

 
32.5
 %
 
 

 
33.5
 %
 
 

 
32.7
 %
 
 

 
33.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per share from continuing operations
 
$
0.72

 
 

 
$
0.64

 
 

 
$
1.84

 
 

 
$
1.89

 
 


Overview
 
Bemis Company, Inc. is a major supplier of flexible and rigid plastic packaging used by leading food, consumer products, healthcare, and other companies worldwide.  Historically, about 80 percent of our total net sales are to customers in the food industry.  Sales of our packaging products are widely diversified among food categories and can be found in nearly every aisle of the grocery store.  Our emphasis on supplying packaging to the food industry has typically provided a more stable market environment for our U.S. Packaging and Global Packaging business segments. 
 
Market Conditions
 
The markets into which our products are sold are highly competitive.  Our leading market positions in packaging for perishable food and medical device products reflect our focus on value-added, proprietary products that provide food safety and sterility benefits.  We also manufacture products for which our technical know-how and economies of scale offer us a competitive advantage.  The primary raw materials for our business segments are polymer resins and films, paper, inks, adhesives, aluminum, and chemicals.



18


Restructuring

To improve efficiencies and reduce fixed costs, we initiated a restructuring program during the second quarter of 2016. As a part of this program, four Latin American facilities within the Global Packaging segment will be closed. Most of the production from these facilities will be transferred to other facilities. The closures are expected to be completed in 2017. We expect total project costs of approximately $28 to $30 million, with employee termination costs accounting for $15 to $16 million of the total and the balance in other restructuring costs which include fixed asset accelerated depreciation of approximately $3 million. Cost reductions from the program are expected to reach the full run rate of approximately $16 million annually during 2018. As the economic environment in Latin America continues to challenge consumers, as well as our customers in the region, this consolidation program helps us offset these headwinds and keeps us on track in achieving our long-term margin targets in the Global Packaging segment.

We recorded $4.3 million and $17.6 million of charges associated with the restructuring program during the three and nine months ended September 30, 2016, respectively. These costs have been recorded on the consolidated statement of income as restructuring and acquisition-related costs. Total program cash payments are expected to be $25 to $28 million with approximately $12 to $13 million paid in 2016 and the majority of the balance paid in 2017.


Discontinued Operations

On November 7, 2014, the Company completed the sale of its global Pressure Sensitive Materials business. Proceeds of the transaction totaled $150.5 million. Of the total proceeds, $136.9 million was received in fiscal 2014 and $13.6 million was received in April 2015 which related to settlement of customary post-closing adjustments.

Loss from discontinued operations of $2.6 million in 2015 resulted from additional impairment charges, net of tax, reflecting finalization of post-closing adjustments.


Acquisitions

Acquisition of SteriPack Group
On April 29, 2016, we acquired the medical device packaging operations and related value-added services of SteriPack Group, a global manufacturer of sterile packaging solutions for medical device and pharmaceutical applications. This acquisition includes a facility in Ireland as well as packaging production assets in Malaysia and the United States. These operations recorded annual net sales of approximately $65 million in fiscal 2015. The cash purchase price was $115.5 million.

Acquisition of Emplal Participações S.A.
On December 1, 2015, we acquired the rigid plastic packaging operations of Emplal Participações S.A. ("Emplal"), a privately-owned Brazilian manufacturer of plastic packaging for food and consumer applications. The acquisition supports our growth strategy to expand in markets that fit our strengths and capabilities. The cash purchase price was $67.0 million.




















19


Results of Operations — Third Quarter 2016
 
Consolidated Overview 
(in millions, except per share amounts)
 
2016
 
2015
Net sales
 
$
1,027.2

 
$
1,018.3

Income from continuing operations
 
68.6

 
62.5

Diluted earnings per share from continuing operations
 
0.72

 
0.64

 
Net sales for the third quarter of 2016 increased 0.9 percent compared to the same period of 2015. The impact of currency translation reduced net sales by 1.9 percent. The Emplal Participações S.A. and SteriPack acquisitions increased net sales by 3.2 percent.

Diluted earnings per share from continuing operations for the third quarter of 2016 were $0.72 compared to $0.64 reported in the same quarter of 2015. Results for 2016 included a $0.03 per share charge for restructuring costs related primarily to anticipated plant closures in Latin America. Results for 2015 included a $0.02 charge for acquisition-related costs comprised of direct acquisition costs associated with the Emplal Participações S.A. acquisition and charges related to contingent liabilities associated with a prior acquisition and a $0.01 charge from a healthcare packaging plant closure.

U.S. Packaging Business Segment
(dollars in millions)
 
2016
 
2015
Net sales
 
$
657.6

 
$
690.2

Operating profit
 
100.8

 
100.0

Operating profit as a percentage of net sales
 
15.3
%
 
14.5
%

U.S. Packaging net sales of $657.6 million for the third quarter of 2016 represented a decrease of 4.7 percent compared to the same period of 2015. Unit volumes were approximately the same as the prior third quarter. The decrease in net sales was driven by mix of products sold and the contractual pass through of lower raw material costs.

U.S. Packaging operating profit increased to $100.8 million in the third quarter of 2016, or 15.3 percent of net sales, compared to $100.0 million, or 14.5 percent of net sales, in 2015. This margin increase primarily reflects operational improvements attributable to manufacturing efficiencies from our asset recapitalization program.
  
Global Packaging Business Segment
(dollars in millions)
 
2016
 
2015
Net sales
 
$
369.6

 
$
328.1

Operating profit
 
31.8

 
29.9

Operating profit as a percentage of net sales
 
8.6
%
 
9.1
%

Global Packaging net sales for the third quarter of 2016 of $369.6 million represented an increase of 12.6 percent compared to the same period of 2015. Currency translation reduced net sales by 6.0 percent. Acquisitions increased net sales by 9.9 percent. Excluding the impact of currency translation and acquisitions, net sales increased by 8.7 percent, reflecting increased sales price and mix. Unit volumes were approximately the same as the prior third quarter.
        
Global Packaging operating profit for the third quarter of 2016 was $31.8 million compared to $29.9 million for the same period in 2015. Restructuring costs related to plant closures in Latin America decreased operating profit by $4.3 million. The net impact of currency translation reduced operating profit during the third quarter of 2016 by $1.0 million as compared to the same period in 2015. Operating profit during the quarter reflects the impact of positive sales price and mix, partially offset by continued operational inefficiencies at one of our healthcare packaging facilities. During 2015, management initiated the planned closure of one of our healthcare packaging plants, resulting in a $1.4 million pre-tax charge for the third quarter. The Emplal Participações S.A. acquisition resulted in a $0.5 million pre-tax charge for the third quarter of 2015.





20


Consolidated Selling, General, and Administrative Expenses
(dollars in millions)
 
2016
 
2015
Selling, general, and administrative expenses (SG&A)
 
$
95.8

 
$
101.8

SG&A as a percentage of net sales
 
9.3
%
 
10.0
%

SG&A expenses declined due to the impact of lower employee-related expenses and disciplined cost control measures. We expect total SG&A to be slightly less than 10 percent of net sales for the full year 2016.
 
Interest Expense
(dollars in millions)
 
2016
 
2015
Interest expense
 
$
15.1

 
$
12.6

Effective interest rate
 
3.9
%
 
3.8
%
 
Interest expense increased primarily as a result of higher debt balances due to recent acquisitions and higher interest rates on commercial paper and other variable-rate debt.
    
Results of Operations — Nine Months Ended September 30, 2016
 
Consolidated Overview 
(in millions, except per share amounts)
 
2016
 
2015
Net sales
 
$
3,016.4

 
$
3,088.7

Income from continuing operations
 
175.7

 
185.1

Diluted earnings per share from continuing operations
 
1.84

 
1.89

 
Net sales for the nine months ended September 30, 2016, decreased 2.3 percent from the same period of 2015. The impact of currency translation reduced net sales by 4.2 percent. The Emplal Participações S.A. and SteriPack acquisitions increased net sales by 2.4 percent.
 
Diluted earnings per share from continuing operations for the nine months ended September 30, 2016 were $1.84 compared to $1.89 reported in the same period of 2015. Results for 2016 included a $0.12 per share charge for restructuring costs related primarily to planned plant closures and related severance in Latin America. Results also included a $0.06 per share charge for acquisition-related costs comprised primarily of costs associated with the Emplal Participações S.A. and SteriPack acquisitions. These costs were recorded both in operating income and interest expense, reflecting fees to extinguish portions of the Emplal seller's debt. The net impact of currency translation decreased operating profit during the first nine months of 2016 by approximately $0.05 of total Company earnings per share.  Results for 2015 included a $0.04 charge from a healthcare packaging plant closure and a $0.02 charge for acquisition-related costs comprised of direct acquisition costs associated with the Emplal Participações S.A. acquisition and charges related to contingent liabilities associated with a prior acquisition.

U.S. Packaging Business Segment
(dollars in millions)
 
2016
 
2015
Net sales
 
$
1,989.1

 
$
2,091.9

Operating profit
 
306.0

 
298.3

Operating profit as a percentage of net sales
 
15.4
%
 
14.3
%

U.S. Packaging net sales decreased 4.9 percent in the nine months ended September 30, 2016, compared to the same period of 2015. Compared to the prior year, unit volumes were relatively flat during the first nine months of the year. The decrease in net sales was driven by the contractual pass through of lower raw material costs as well as the mix of products sold.     
Operating profit for the nine months ended September 30, 2016 was $306.0 million, or 15.4 percent of net sales, compared to $298.3 million, or 14.3 percent of net sales, in 2015. This margin increase primarily reflects operational improvements attributable to manufacturing efficiencies and our asset recapitalization program.

21


Global Packaging Business Segment
(dollars in millions)
 
2016
 
2015
Net sales
 
$
1,027.3

 
$
996.8

Operating profit
 
56.0

 
81.2

Operating profit as a percentage of net sales
 
5.5
%
 
8.1
%

Global Packaging net sales increased 3.1 percent in the nine months ended September 30, 2016 compared to the same period of 2015.  The impact of currency translation reduced net sales by 13.1 percent, primarily due to currencies in Latin America. The Emplal Participações S. A. and SteriPack acquisitions increased net sales by 7.2 percent. Excluding the impact of currency translation and acquisitions, net sales increased by 9.0 percent, reflecting increased sales price and mix along with increased unit volumes of approximately 1 percent.

Operating profit for the nine months ended September 30, 2016 was $56.0 million, or 5.5 percent of net sales, compared to $81.2 million, or 8.1 percent of net sales, in 2015. The net impact of currency translation decreased operating profit during the first nine months of 2016 by $7.4 million as compared to the prior year, or approximately $0.05 of total Company earnings per share, primarily due to currencies in Latin America. Restructuring charges totaled $17.6 million for the first nine months of 2016. The Emplal Participações S. A. and SteriPack acquisitions resulted in $7.0 million of acquisition-related costs for the first nine months of 2016. Operational inefficiencies in our Latin American business and at our expanded Oshkosh healthcare packaging facility reduced operating profit by approximately $14 million in the first nine months of the year. In Latin America, we improved profits sequentially related to the operational inefficiencies we experienced in the first quarter. In our healthcare packaging business, we continue to work through the ramp-up of our newly hired workforce at our expanded Oshkosh facility. These unfavorable impacts were more than offset by improvements in our other global businesses and the operating results of our recently acquired businesses. During 2015, management initiated the planned closure of one of its healthcare packaging plants, resulting in a $6.7 million pre-tax charge. The Emplal Participações S. A. acquisition resulted in $0.5 million of acquisition-related costs for the first nine months of 2015.
 
Interest Expense
(dollars in millions)
 
2016
 
2015
Interest expense
 
$
44.5

 
$
38.5

Effective interest rate
 
4.1
%
 
3.9
%

Interest expense increased primarily as a result of higher debt balances due to recent acquisitions and higher interest rates on commercial paper and other variable-rate debt. The increase was also a result of $0.9 million of fees paid in 2016 to extinguish portions of the debt assumed related to the Emplal Participações S.A. acquisition.

Other Non-operating Income
(in millions)
 
2016
 
2015
Other non-operating income
 
$
(1.1
)
 
$
(4.8
)
 
A $2.2 million pre-tax gain on the sale of land was recorded as part of other non-operating income in the nine months ended September 30, 2015. The remaining difference relates to less interest income recorded in 2016 compared to 2015.

Consolidated Income Taxes
(dollars in millions)
 
2016
 
2015
Income taxes
 
$
85.5

 
$
93.6

Effective tax rate
 
32.7
%
 
33.6
%
 
The reduction in the year-to-date effective tax rate to 32.7 percent in 2016 from 33.6 percent in 2015 is primarily due to differences in the geographic mix of income. We expect the effective tax rate for the full year of 2016 to be slightly less than 33 percent.




22


Liquidity and Capital Resources
 
Net Debt to Total Capitalization
 
Net debt to total capitalization (which includes total debt net of cash balances divided by total debt net of cash balances plus equity) was 52.6 percent and 52.4 percent at September 30, 2016 and December 31, 2015, respectively.  Total debt as of September 30, 2016 and December 31, 2015 was $1.5 billion and $1.4 billion, respectively.

Cash Flow
 
Net cash provided by operating activities was $348.4 million for the first nine months of 2016, compared to $412.0 million for the first nine months of 2015. Prior year cash flow reflects the initial benefits of programs implemented to drive improvements in working capital.
 
Net cash used in investing activities was $236.2 million for the first nine months of 2016 compared to $124.9 million for the same period of 2015. Capital expenditures were $129.0 million for the first nine months of 2016 compared to $147.9 million for the first nine months of 2015. Cash used for acquisitions totaled $114.5 million for the first nine months of 2016, primarily related to our SteriPack acquisition. In the nine months ended September 30, 2016, we received approximately $6.9 million as net proceeds from the sale of land and buildings in Brazil and Mexico related to a previous restructuring program.

Net cash used in financing activities was $93.2 million for the nine months ended September 30, 2016, compared to $243.0 million for the same period of 2015. In 2016, net borrowing of debt was an inflow of $99.3 million, compared to an outflow in 2015 of $49.8 million.

On September 15, 2016, we issued $300 million aggregate principal amount of senior notes due in 2026 with a fixed interest rate of 3.1 percent. The proceeds were used to repay outstanding commercial paper and for general corporate purposes.

Available Financing
 
In addition to using cash provided by operating activities, we issue commercial paper to meet our short-term liquidity needs.  As of September 30, 2016, our commercial paper debt outstanding was $165.5 million.  Based on our current credit rating, we enjoy ready access to the commercial paper markets.
 
On July 22, 2016, we amended our revolving credit facility extending the term of the agreement from August 12, 2018 to July 22, 2021. Our revolving credit facility is supported by a group of major U.S. and international banks.  Covenants imposed by the revolving credit facility include minimum net worth calculations and a maximum ratio of debt to total capitalization.  The revolving credit agreement includes a $100 million multicurrency limit to support the financing needs of our international subsidiaries.  As of September 30, 2016, there was $165.5 million of debt outstanding supported by this credit facility, leaving $934.5 million of available credit.  If we were not able to issue commercial paper, we would expect to meet our financial liquidity needs by accessing the bank market, which would increase our borrowing costs.  Borrowings under the credit agreement are subject to a variable interest rate. We are in compliance with all debt covenants.

Liquidity Outlook
 
We expect cash flow from operations and available liquidity described above to be sufficient to support future operating activites.  There can be no assurance, however, that the cost or availability of future borrowings will not be impacted by future capital market disruptions. 

Dividends
 
In February 2016, the Board of Directors approved the 33rd consecutive annual increase in the quarterly cash dividend on common stock to $0.29 per share, a 3.6 percent increase.


New Accounting Pronouncements
 
Refer to Note 2 — New Accounting Guidance in the Condensed Consolidated Financial Statements.



23


Critical Accounting Estimates and Judgments
 
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP.  The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.  On an ongoing basis, management evaluates its estimates and judgments, including those related to retirement benefits, intangible assets, goodwill, and expected future performance of operations.  Our estimates and judgments are based on historical experience and on various other factors that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates under different assumptions or conditions.  These critical accounting estimates are discussed in detail in “Management’s Discussion and Analysis — Critical Accounting Estimates and Judgments” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
There have been no material changes in the Company’s market risk during the nine-month period ended September 30, 2016.  For additional information, refer to Note 7 and Note 8 to the Condensed Consolidated Financial Statements and to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.


ITEM 4.  CONTROLS AND PROCEDURES
 
The Company’s management, under the direction, supervision, and involvement of the Chief Executive Officer and the Chief Financial Officer, has carried out an evaluation, as of the end of the period covered by this report, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) of the Company.  Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that disclosure controls and procedures in place at the Company are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Company's internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.