VALSPAR CORP - FORM 8-K - EX-99.1

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8-K - FORM 8-K - VALSPAR CORP	d233836d8k.htm

Exhibit 99.1

LOGO

Valspar Reports Fiscal Third Quarter 2016 Results

Highlights

•

Reported diluted EPS of $1.44 (includes pre-tax merger related costs of $5 million)

•

Adjusted diluted EPS increased 18% to $1.57

•

Total volumes increased 2%, Paints segment volume up 3%, Coatings segment up 1%

•

Net sales declined 1% (includes a negative 2% impact from F/X translation)

•

Reported earnings before interest and taxes (EBIT) increased 3%

•

Adjusted EBIT increased 7% (Adjusted EBIT margin rate up 114 bps)

Summary Financials


	Fiscal Third Quarter 2016 (Ended July 29, 2016)
	Reported Results				% Change			Adjusted* Results				% Change
	2016		2015					2016		2015
Net Sales	$	1,141.9	$	1,149.1		(1	%)	$	1,141.9	$	1,149.1		(1	%)
Gross Profit	$	421.9	$	411.3		3	%	$	429.8	$	415.6		3	%
EBIT	$	170.2	$	165.7		3	%	$	186.0	$	174.1		7	%
Net Income	$	117.0	$	102.9		14	%	$	127.3	$	108.8		17	%
EPS (diluted)	$	1.44	$	1.25		15	%	$	1.57	$	1.33		18	%

$ millions except EPS

Notes on Net Sales and Volume: Acquisitions added 2% to net sales and 1% to volume for fiscal Q3 2016 (2% and 2% respectively for fiscal Q3 2015). Foreign currency translation negatively impacted net sales by 2% for fiscal Q3 2016 (5% for fiscal Q3 2015).

Adjusted Results exclude certain items which are detailed in the “Reconciliation of Non-GAAP Financial Measures” included in this release. In addition to restructuring and other charges, the excluded items in fiscal Q3 2016 include $5 million of pre-tax costs incurred in connection with the proposed merger with The Sherwin-Williams Company.

Minneapolis, MN - Valspar (NYSE: VAL) - September 7, 2016 (BUSINESS WIRE)

CEO Comment

“In the third quarter, adjusted EBIT increased 7 percent and adjusted EPS grew 18 percent. These results were highlighted by volume growth, new business wins across the portfolio and effective cost management. Coatings segment performance was led by strong volume growth in the Coil and Wood product lines. In the Paints segment, volumes grew 3 percent led by each of our International regions, and EBIT increased 28 percent,” said Gary E. Hendrickson, chairman and chief executive officer.

Coatings Segment Results

Fiscal third quarter 2016 net sales in the Coatings segment decreased 1 percent to $631 million. This includes the effects of foreign currency translation that negatively impacted net sales by 3 percent. Acquisitions added 1 percent to net sales in the quarter. Volumes increased 1 percent in the fiscal third quarter of 2016. Acquisitions added 1 percent to volume in the quarter. Coatings segment EBIT of $126 million increased 8 percent. Adjusted EBIT of $127 million increased 6 percent, primarily driven by benefits from productivity initiatives. Adjusted EBIT as a percent of net sales increased to 20.1% from 18.7% in the prior year.

Paints Segment Results

Fiscal third quarter 2016 net sales of $445 million in the Paints segment increased slightly compared to the prior year. This includes the effects of foreign currency translation that negatively impacted net sales by 2 percent. Acquisitions added 4 percent to net sales in the quarter. Volume increased 3 percent in the fiscal third quarter of 2016. Acquisitions added 2 percent to volume in the quarter. Paints segment EBIT of $59 million increased 28 percent. Paints segment adjusted EBIT of $68 million increased 30 percent, driven by the benefits from productivity initiatives and the impact of the Quest acquisition. Adjusted EBIT as a percent of net sales increased to 15.2% from 11.7% in the prior year.

Dividends

During the quarter, the company paid a quarterly dividend of $0.33 per common share outstanding, or $26 million. Valspar is a member of the S&P High Yield Dividend Aristocrats^®, which is comprised of companies increasing dividends every year for at least 20 consecutive years.

Valspar: If it matters, we’re on it.^®

Valspar is a global leader in the coatings industry providing customers with innovative, high-quality products and value-added services. Our 11,100 employees worldwide deliver advanced coatings solutions with best-in-class appearance, performance, protection and sustainability to customers in more than 100 countries. Valspar offers a broad range of superior coatings products for the consumer market, and highly-engineered solutions for the construction, industrial, packaging and transportation markets. Founded in 1806, Valspar is headquartered in Minneapolis. Valspar’s reported net sales in fiscal 2015 were $4.4 billion and its shares are traded on the New York Stock Exchange (symbol: VAL). For more information, visit www.valspar.com and follow @valspar on Twitter.

# # #

Investor Contact:

Bill Seymour

612.656.1328

william.seymour@valspar.com

Media Contact:

Kimberly A. Welch

612.656.1347

kim.welch@valspar.com

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). The PSLRA provides a safe harbor for forward-looking statements.

Forward-looking statements are based on management’s current expectations, estimates, assumptions and beliefs about future events, conditions and financial performance. Forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside our control and could cause actual results to differ materially from such statements. Any statement that is not historical in nature is a forward-looking statement. We may identify forward-looking statements with words and phrases such as “expect,” “project,” “forecast,” “outlook,” “estimate,” “anticipate,” “believe,” “could,” “may,” “will,” “plan to,” “intend,” “should” and similar words or expressions.

These risks, uncertainties and other factors include, but are not limited to, deterioration in general economic conditions, both domestic and international, that may adversely affect our business; fluctuations in availability and prices of raw materials, including raw material shortages and other supply chain disruptions, and the inability to pass along or delays in passing along raw material cost increases to our customers; dependence of internal sales and earnings growth on business cycles affecting our customers and growth in the domestic and international coatings industry; market share loss to, and pricing or margin pressure from, larger competitors with greater financial resources; significant indebtedness that restricts the use of cash flow from operations for acquisitions and other investments; our access to capital is subject to global economic and capital market conditions; dependence on acquisitions for growth, and risks related to future acquisitions, including adverse changes in the results of acquired businesses, the assumption of unforeseen liabilities and disruptions resulting from the integration of acquisitions; risks and uncertainties associated with operating in foreign markets, including achievement of profitable growth in developing markets; impact of fluctuations in foreign currency exchange rates on our financial results; loss of business with key customers; our ability to innovate in order to meet customers’ product demands, which may change based on customers’ preferences and competitive factors; damage to our reputation and business resulting from product claims or recalls, litigation, customer perception and other matters; our ability to respond to technology changes and to protect our technology; possible interruption, failure or compromise of the information systems we use to operate our business; our reliance on the efforts of vendors, government agencies, utilities and other third parties to achieve adequate compliance and avoid disruption of our business; changes in governmental regulation, including more stringent environmental, health and safety regulations; changes in accounting policies and standards and taxation requirements such as new tax laws or revised tax law interpretations; the nature, cost and outcome of pending and future litigation and other legal proceedings; unusual weather conditions adversely affecting sales; civil unrest and the outbreak of war and other significant national and international events; risks relating to our merger with Sherwin-Williams including, the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; delay in closing the transaction or the possibility of non-consummation of

the transaction; the potential for regulatory authorities to require divestitures in connection with the proposed transaction and the possibility that Valspar stockholders consequently receive $105 per share instead of $113 per share; the occurrence of any event that could give rise to termination of the merger agreement; the risk that stockholder litigation in connection with the contemplated transaction may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; risks inherent in the achievement of cost synergies and the timing thereof; risks related to the disruption of the transaction to Valspar and its management; the effect of announcement of the transaction on Valspar’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties; and other factors set forth in the risk factors section of our Annual Report on Form 10-K for the fiscal year ended October 30, 2015, as well as Valspar’s Quarterly Reports on Form 10-Q and other documents filed by Valspar with the Securities and Exchange Commission.

We caution investors not to place undue reliance on any such forward-looking statements, which speak only as of the date on which such statements were made. We undertake no obligation to subsequently revise any forward-looking statement to reflect new information, events or circumstances after the date of such statement, except as required by law.

THE VALSPAR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For the Three and Nine Months Ended July 29, 2016 and July 31, 2015

(Dollars in thousands, except per share amounts)


	Three Months Ended				Nine Months Ended
	July 29,		July 31,		July 29,		July 31,
	2016		2015		2016		2015
Net Sales	$	1,141,942	$	1,149,126	$	3,084,495	$	3,243,084
Cost of Sales		718,052		733,572		1,935,176		2,094,956
Restructuring Charges - Cost of Sales		1,943		1,319		7,304		7,398
Acquisition-related Charges - Cost of Sales		—		2,952		—		2,952

Gross Profit		421,947		411,283		1,142,015		1,137,778

Research and Development		36,211		34,951		104,330		99,590
Selling, General and Administrative		207,461		206,432		610,006		600,310
Restructuring Charges - Operating Expenses		3,302		3,280		8,708		5,994
Proposed Merger-related Charges - Operating Expenses		4,616		—		22,856		—
Acquisition-related Charges - Operating Expenses		16		892		1,141		892

Operating Expenses		251,606		245,555		747,041		706,786
Gain on Sale of Certain Assets		—		—		—		48,001

Income From Operations		170,341		165,728		394,974		478,993
Interest Expense		23,082		22,622		68,286		59,178
Other (Income) Expense, Net		103		70		1,469		799

Income Before Income Taxes		147,156		143,036		325,219		419,016
Income Taxes		30,168		40,174		75,773		121,866

Net Income	$	116,988	$	102,862	$	249,446	$	297,150

Average Number of Shares O/S - basic		79,124,763		80,020,089		78,947,072		80,857,078
Average Number of Shares O/S - diluted		81,185,695		81,999,701		80,904,905		82,910,996

Net Income per Common Share - basic	$	1.48	$	1.29	$	3.16	$	3.68
Net Income per Common Share - diluted	$	1.44	$	1.25	$	3.08	$	3.58

THE VALSPAR CORPORATION

SEGMENT INFORMATION (UNAUDITED AND SUBJECT TO RECLASSIFICATION)

For the Three and Nine Months Ended July 29, 2016 and July 31, 2015

(Dollars in thousands)


	Three Months Ended						Nine Months Ended
	July 29,			July 31,			July 29,			July 31,
	2016			2015			2016			2015
Coatings Segment
Net Sales	$	631,034		$	640,225		$	1,762,033		$	1,858,103
Earnings Before Interest and Taxes (EBIT)		126,333			117,311			335,252			360,942

Key Metrics (GAAP):
Sales Growth		(1.4	%)		(6.5	%)		(5.2	%)		(0.7	%)
EBIT, % of Net Sales		20.0	%		18.3	%		19.0	%		19.4	%

Key Metrics (non-GAAP)¹:
Adjusted EBIT	$	127,139		$	119,911		$	337,334		$	320,450
Adjusted EBIT, % of Net Sales		20.1	%		18.7	%		19.1	%		17.2	%

Paints Segment
Net Sales	$	445,421		$	443,844		$	1,143,578		$	1,209,346
EBIT		58,933			45,897			105,494			117,797

Key Metrics (GAAP):
Sales Growth		0.4	%		(7.5	%)		(5.4	%)		(8.5	%)
EBIT, % of Net Sales		13.2	%		10.3	%		9.2	%		9.7	%

Key Metrics (non-GAAP)¹:
Adjusted EBIT	$	67,500		$	51,740		$	124,718		$	127,533
Adjusted EBIT, % of Net Sales		15.2	%		11.7	%		10.9	%		10.5	%

Other and Administrative
Net Sales	$	65,487		$	65,057		$	178,884		$	175,635
EBIT		(15,028	)		2,450			(47,241	)		(545	)

Key Metrics (GAAP):
Sales Growth		0.7	%		(0.0	%)		1.8	%		2.6	%
EBIT, % of Net Sales		(22.9	%)		3.8	%		(26.4	%)		(0.3	%)

Key Metrics (non-GAAP)¹:
Adjusted EBIT	$	(8,657	)	$	2,450		$	(22,671	)	$	(554	)
Adjusted EBIT, % of Net Sales		(13.2	%)		3.8	%		(12.7	%)		(0.3	%)

¹	The information on this page includes non-GAAP financial measures. Please refer to the “RECONCILIATION OF NON-GAAP FINANCIAL MEASURES” included in this release for detailed information.

THE VALSPAR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

As of July 29, 2016 and July 31, 2015

(Dollars in thousands)


	July 29,		July 31,
	2016		2015
Assets
Current Assets:
Cash and Cash Equivalents	$	170,223	$	342,647
Restricted Cash		836		1,628
Accounts and Notes Receivable, Net		828,689		876,800
Inventories		523,637		512,609
Deferred Income Taxes		32,898		28,120
Prepaid Expenses and Other		137,228		103,241

Total Current Assets		1,693,511		1,865,045

Goodwill		1,286,591		1,304,831
Intangibles, Net		627,939		653,020
Other Assets		125,462		117,415
Long-Term Deferred Income Taxes		10,056		6,893
Property, Plant & Equipment, Net		646,522		630,814

Total Assets	$	4,390,081	$	4,578,018

Liabilities and Stockholders’ Equity
Current Liabilities:
Short-term Debt	$	242,208	$	474,169
Current Portion of Long-Term Debt		150,101		158,091
Trade Accounts Payable		563,078		554,493
Income Taxes Payable		19,485		43,530
Other Accrued Liabilities		421,717		390,590

Total Current Liabilities		1,396,589		1,620,873

Long-Term Debt, Net of Current Portion		1,557,001		1,706,950
Long-term Deferred Income Taxes		242,977		226,798
Other Long-Term Liabilities		152,112		139,188

Total Liabilities		3,348,679		3,693,809

Stockholders’ Equity		1,041,402		884,209

Total Liabilities and Stockholders’ Equity	$	4,390,081	$	4,578,018

THE VALSPAR CORPORATION

SELECTED INFORMATION (UNAUDITED AND SUBJECT TO RECLASSIFICATION)

For the Three and Nine Months Ended July 29, 2016 and July 31, 2015

(Dollars in thousands)


	Three Months Ended				Nine Months Ended
	July 29,		July 31,		July 29,		July 31,
	2016		2015		2016		2015
Depreciation and Amortization	$	23,480	$	22,566	$	71,163	$	68,058

Capital Expenditures		28,605		19,647		89,159		60,846

Dividends Paid		26,152		24,105		78,307		73,056

THE VALSPAR CORPORATION

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)

For the Three Months Ended July 29, 2016 and July 31, 2015

(Dollars in thousands, except per share amounts)

The following information provides reconciliations of non-GAAP financial measures from operations, which are presented in the accompanying news release, to the most comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The company has provided non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in the accompanying news release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the news release. The non-GAAP financial measures in the accompanying news release may differ from similar measures used by other companies. The following tables reconcile gross profit, operating expenses, net income (GAAP financial measures) and earnings before interest and taxes (EBIT) for the periods presented to adjusted gross profit, adjusted operating expenses, adjusted net income and adjusted EBIT (non-GAAP financial measures) for the periods presented.


	Three Months Ended						Three Months Ended
	July 29, 2016						July 31, 2015
	Dollars			% of Net Sales			Dollars			% of Net Sales
Coatings Segment
EBIT	$	126,333			20.0	%	$	117,311			18.3	%
Restructuring Charges - Cost of Sales		22			0.0	%		825			0.1	%
Restructuring Charges - Operating Expense		768			0.1	%		1,775			0.3	%
Acquisition-related Charges - Operating Expense		16			0.0	%		—			0.0	%
Gain on Sale of Certain Assets		—			0.0	%		—			0.0	%

Adjusted EBIT¹	$	127,139			20.1	%	$	119,911			18.7	%

Paints Segment
EBIT	$	58,933			13.2	%	$	45,897			10.3	%
Restructuring Charges - Cost of Sales		1,921			0.4	%		494			0.1	%
Acquisition-related Charges - Cost of Sales		—			0.0	%		2,952			0.7	%
Impairment of Certain Long-lived Assets - Cost of Sales		5,867			1.3	%		—			0.0	%
Restructuring Charges - Operating Expense		779			0.2	%		1,505			0.3	%
Acquisition-related Charges - Operating Expense		—			0.0	%		892			0.2	%

Adjusted EBIT¹	$	67,500			15.2	%	$	51,740			11.7	%

Other and Administrative
EBIT	$	(15,028	)		(22.9	%)	$	2,450			3.8	%
Restructuring Charges - Operating Expense		1,755			2.7	%		—			0.0	%
Proposed Merger-related Charges - Operating Expenses		4,616			7.0	%		—			0.0	%

Adjusted EBIT¹	$	(8,657	)		(13.2	%)	$	2,450			3.8	%

Total
Gross Profit	$	421,947			36.9	%	$	411,283			35.8	%
Restructuring Charges - Cost of Sales		1,943			0.2	%		1,319			0.1	%
Acquisition-related Charges - Cost of Sales		—			0.0	%		2,952			0.3	%
Impairment of Certain Long-lived Assets - Cost of Sales		5,867			0.5	%		—			0.0	%

Adjusted Gross Profit¹	$	429,757			37.6	%	$	415,554			36.2	%

Operating Expenses	$	251,606			22.0	%	$	245,555			21.4	%
Restructuring Charges - Operating Expense		(3,302	)		(0.3	%)		(3,280	)		(0.3	%)
Proposed Merger-related Charges - Operating Expenses		(4,616	)		(0.4	%)		—			0.0	%
Acquisition-related Charges - Operating Expense		(16	)		(0.0	%)		(892	)		(0.1	%)

Adjusted Operating Expenses¹	$	243,672			21.3	%	$	241,383			21.0	%

EBIT	$	170,238			14.9	%	$	165,658			14.4	%
Restructuring Charges - Total		5,245			0.5	%		4,599			0.4	%
Proposed Merger-related Charges - Total		4,616			0.4	%		—			0.0	%
Acquisition-related Charges - Total		16			0.0	%		3,844			0.3	%
Impairment of Certain Long-lived Assets - Total		5,867			0.5	%		—			0.0	%
Gain on Sale of Certain Assets - Total		—			0.0	%		—			0.0	%

Adjusted EBIT¹	$	185,982			16.3	%	$	174,101			15.2	%

¹	The data in this schedule has been individually rounded and therefore may not sum.

THE VALSPAR CORPORATION

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)

For the Nine Months Ended July 29, 2016 and July 31, 2015

(Dollars in thousands, except per share amounts)


	Nine Months Ended						Nine Months Ended
	July 29, 2016						July 31, 2015
	Dollars			% of Net Sales			Dollars			% of Net Sales
Coatings Segment
EBIT	$	335,252			19.0	%	$	360,942			19.4	%
Restructuring Charges - Cost of Sales		94			0.0	%		3,776			0.2	%
Restructuring Charges - Operating Expense		1,062			0.1	%		3,733			0.2	%
Acquisition-related Charges - Operating Expense		926			0.1	%		—			0.0	%
Gain on Sale of Certain Assets		—			0.0	%		(48,001	)		(2.6	%)

Adjusted EBIT¹	$	337,334			19.1	%	$	320,450			17.2	%

Paints Segment
EBIT	$	105,494			9.2	%	$	117,797			9.7	%
Restructuring Charges - Cost of Sales		7,210			0.6	%		3,622			0.3	%
Acquisition-related Charges - Cost of Sales		—			0.0	%		2,952			0.2	%
Impairment of Certain Long-lived Assets - Cost of Sales		5,867			0.5	%		—			0.0	%
Restructuring Charges - Operating Expense		5,932			0.5	%		2,270			0.2	%
Acquisition-related Charges - Operating Expense		215			0.0	%		892			0.1	%

Adjusted EBIT¹	$	124,718			10.9	%	$	127,533			10.5	%

Other and Administrative
EBIT	$	(47,241	)		(26.4	%)	$	(545	)		(0.3	%)
Restructuring Charges - Operating Expense		1,714			1.0	%		(9	)		(0.0	%)
Proposed Merger-related Charges - Operating Expenses		22,856			12.8	%		—			0.0	%

Adjusted EBIT¹	$	(22,671	)		(12.7	%)	$	(554	)		(0.3	%)

Total
Gross Profit	$	1,142,015			37.0	%	$	1,137,778			35.1	%
Restructuring Charges - Cost of Sales		7,304			0.2	%		7,398			0.2	%
Acquisition-related Charges - Cost of Sales		—			0.0	%		2,952			0.1	%
Impairment of Certain Long-lived Assets - Cost of Sales		5,867			0.2	%		—			0.0	%

Adjusted Gross Profit¹	$	1,155,186			37.5	%	$	1,148,128			35.4	%

Operating Expenses	$	747,041			24.2	%	$	706,786			21.8	%
Restructuring Charges - Operating Expense		(8,708	)		(0.3	%)		(5,994	)		(0.2	%)
Proposed Merger-related Charges - Operating Expenses		(22,856	)		(0.7	%)		—			0.0	%
Acquisition-related Charges - Operating Expense		(1,141	)		(0.0	%)		(892	)		(0.0	%)

Adjusted Operating Expenses¹	$	714,336			23.2	%	$	699,900			21.6	%

EBIT	$	393,505			12.8	%	$	478,194			14.7	%
Restructuring Charges - Total		16,012			0.5	%		13,392			0.4	%
Proposed Merger-related Charges - Total		22,856			0.7	%		—			0.0	%
Acquisition-related Charges - Total		1,141			0.0	%		3,844			0.1	%
Impairment of Certain Long-lived Assets - Total		5,867			0.2	%		—			0.0	%
Gain on Sale of Certain Assets - Total		—			0.0	%		(48,001	)		(1.5	%)

Adjusted EBIT¹	$	439,381			14.2	%	$	447,429			13.8	%

¹	The data in this schedule has been individually rounded and therefore may not sum.

THE VALSPAR CORPORATION

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)

For the Three and Nine Months Ended July 29, 2016 and July 31, 2015

(Dollars in thousands, except per share amounts)


	Three Months Ended						Nine Months Ended
	July 29, 2016			July 31, 2015			July 29, 2016			July 31, 2015
Net Income	$	116,988		$	102,862		$	249,446		$	297,150
Restructuring Charges - Total¹		5,245			4,599			16,012			13,392
Proposed Merger-related Charges - Total²		4,616			—			22,856			—
Acquisition-related Charges - Total³		16			3,844			1,141			3,844
Impairment of Certain Long-lived Assets - Total⁴		5,867			—			5,867			—
Gain on Sale of Certain Assets - Total⁵		—			—			—			(48,001	)

Total Pre-tax Adjustments	$	15,744		$	8,443		$	45,876		$	(30,765	)
Income Taxes Impact - Total⁶		(5,414	)		(2,529	)		(16,500	)		5,430

Adjusted Net Income	$	127,318		$	108,776		$	278,822		$	271,815

Average Number of Shares O/S - diluted		81,185,695			81,999,701			80,904,905			82,910,996
Adjusted Net Income per Common Share - diluted	$	1.57		$	1.33		$	3.45		$	3.28

¹	Represents severance and employee benefits, asset-related charges and exit costs related to restructuring activities.

²	Represents costs incurred related to the pending merger with The Sherwin-Williams Company including employee-related expenses, professional services and regulatory fees.

³	Represents professional fees and acquisition-related charges associated with other acquisition-related activity.

⁴	Represents impairment of a certain asset group in our Consumer Paints product line.

⁵	Represents gain on sale of a non-strategic specialty product offering in our Coatings segment.

⁶	Represents the tax effect of restructuring charges, proposed merger-related charges, acquisition-related charges, impairment of certain long-lived assets and gain on sale of certain assets calculated using the effective tax rate of the jurisdiction in which the charges were incurred.

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